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Home My WebLink AboutECAT17-001 Authorizing Issuance of Refunding Bonds (4)r , / ST A T E Of CO L O R A D O ]]s s . EA G L E Co u I ’ J T Y ] Th e Bo a r d of Di r e c t o r s of Ea g l e Co u n t y Ai r Te r m i n a l Co r p o r a t i o n me t in sp e c i a l se s s i o n on Se p t e m b e r 11 , 20 1 7 at 3: 3 0 p. m . MD I . Th e r e we r e pr e s e n t at sa i d me e t i n g th e fo l l o w i n g : Pr e s e n t : [c o n f i r m at t e n d a n c e at th e me e t i n g ] Pr e s i d e n t : Ji l l Ry a n Di r e c t o r : Ka t h y Ch a n d l e r He n r y Di r e c t o r : Je a n n e Mc Q u e e n e y Tr e a s u r e r : Ji l l Kl o s t e r m a n Se c r e t a r y : Br y a n Tr e u Ab s e n t : I Q t 7 y C- ’ a c v w l t p l - ) / f ‘7 ’ ) k : i p T u ” ’ ’ Th e r e we r e al s o pr e s e n t : __ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ Bo n d Co u n s e l : Ba l l a r d Sp a h r LL P [f r C L 4 t f% * ’ n t r o d u c e d th e fo l l o w i n g re s o l u t i o n : Pa g e 1 of 14 DM W E S T #1 70 0 5 4 2 0 v2 EA G L E CO U N T Y AI R TE R M I N A L CO R P O R A T I O N RE S O L U T I O N AD O P T E D SE P T E M B E R 12 , 20 1 7 AU T H O R I Z I N G TH E IS S U A N C E OF UP TO $3 5 , 0 0 0 , 0 0 0 AG G R E G A T E PR I N C I P A L AM O U N T OF TH E CO R P O R A T I O N ’ S AI R P O R T TE R M I N A L PR O J E C T RE V E N U E RE F U N D I N G BO N D S , SE R I E S 20 1 7 A TO RE F U N D TH E SE R I E S 20 0 6 B BO N D S AN D AI R P O R T TE R M I N A L PR O J E C T RE V E N U E IM P R O V E M E N T BO N D S , SE R I E S 20 1 7 B TO FI N A N C E CO S T S OF AC Q U I S I T I O N , CO N S T R U C T I O N AN D IM P R O V E M E N T RE L A T E D TO TH E TE R M I N A L EX P A N S I O N PR O J E C T ; TH E EX E C U T I O N AN D DE L I V E R Y OF AN AM E N D E D AN D RE S T A T E D TR U S T IN D E N T U R E , A RE F U N D I N G AG R E E M E N T , A BO N D PU R C H A S E AG R E E M E N T , AN AM E N D E D AN D RE S T A T E D DE E D OF TR U S T , A CO N T I N U I N G DI S C L O S U R E AG R E E M E N T , A PR E L I M I N A R Y OF F I C I A L ST A T E M E N T , A FI N A L OF F I C I A L ST A T E M E N T , AN D OT H E R RE L A T E D AG R E E M E N T S AN D DO C U M E N T S ; RA T I F Y I N G AC T I O N PR E V I O U S L Y TA K E N ; DE L E G A T I N G CE R T A I N AU T H O R I T Y AN D AU T H O R I Z I N G IN C I D E N T A L AC T I O N ; AN D RE P E A L I N G IN C O N S I S T E N T AC T I O N S . WH E R E A S , Ea g l e Co u n t y Ai r Te r m i n a l Co r p o r a t i o n (t h e “C o r p o r a t i o n ” ) wa s du l y or g a n i z e d in 19 9 6 pu r s u a n t to th e pr o v i s i o n s of th e Co l o r a d o No n p r o f i t Co r p o r a t i o n Ac t , ar t i c l e s 20 th r o u g h 29 of ti t l e 7, Co l o r a d o Re v i s e d St a t u t e s , as am e n d e d , is va l i d l y ex i s t i n g an d in go o d st a n d i n g un d e r th e la w s of th e St a t e of Co l o r a d o , is an d sh a l l be op e r a t e d ex c l u s i v e l y on be h a l f of an d fo r th e be n e f i t of Ea g l e Co u n t y , Co l o r a d o (t h e “C o u n t y ” ) , an d in fu r t h e r a n c e of su c h pu r p o s e s ha s th e au t h o r i t y to is s u e it s ow n bo n d s ; an d WH E R E A S , th e fo r m a t i o n of th e Co r p o r a t i o n ha s be e n pr e v i o u s l y ap p r o v e d by th e Co u n t y , fo l l o w i n g a pu b l i c he a r i n g he l d on Ju n e 11 , 19 9 6 ; an d WH E R E A S , th e Co r p o r a t i o n ha s no ta x i n g po w e r , ha s no t re c e i v e d an d do e s no t ex p e c t to re c e i v e mo r e th a n 10 % of it s an n u a l re v e n u e s in gr a n t s or ot h e r fo r m s of su b s i d y fr o m al l St a t e an d lo c a l go v e r n m e n t s co m b i n e d , an d ex p e c t s to op e r a t e as a se l f - s u p p o r t i n g bu s i n e s s wi t h o u t re l i a n c e on gr a n t s fr o m th e Co u n t y ; an d WH E R E A S , to pr o v i d e th e fu n d s ne e d e d fo r th e fi n a n c i n g an d re f i n a n c i n g of ac q u i s i t i o n , co n s t r u c t i o n an d eq u i p p i n g of it s co m m e r c i a l pa s s e n g e r te r m i n a l (t h e “O r i g i n a ] Te r m i n a l Pr o j e c t ” ) lo c a t e d at th e Ea g l e Co u n t y Re g i o n a l Ai r p o r t (t h e “A i r p o r t ” ) , th e Co r p o r a t i o n (i ) pr e v i o u s l y en t e r e d in t o (a ) a Tr u s t In d e n t u r e da t e d as of Ju n e 1, 19 9 6 , be t w e e n th e Co r p o r a t i o n an d UM B Ba n k , Na t i o n a l As s o c i a t i o n , as su c c e s s o r tr u s t e e to We l l s Fa r g o Ba n k , Na t i o n a l As s o c i a t i o n , as Tr u s t e e (t h e “T r u s t e e ” ) , as am e n d e d an d su p p l e m e n t e d by a Fi r s t P a g e 2 o f l 4 DM W E S T #1 70 0 5 4 2 0 v2 Su p p l e m e n t a l Tr u s t Ih d e n t u r e da t e d as of Ju n e 1, 20 0 1 , a Se c o n d Su p p l e m e n t a l Tr u s t In d e n t u r e da t e d as of Ju n e 1, 20 0 6 , an d a Th i r d Su p p l e m e n t a l Tr u s t In d e n t u r e da t e d as of Ju n e 1, 20 1 1 (c o l l e c t i v e l y , th e “O r i g i n a l In d e n t u r e ” ) an d (i i ) is s u e d $1 0 , 1 3 0 , 0 0 0 ag g r e g a t e pr i n c i p a l am o u n t of it s Ai r p o r t Te r m i n a l Pr o j e c t Re v e n u e Bo n d s , Se r i e s 19 9 6 , $1 0 , 7 4 5 , 0 0 0 ag g r e g a t e pr i n c i p a l am o u n t of it s Ai r p o r t Te r m i n a l Pr o j e c t Re v e n u e Bo n d s , Se r i e s 20 0 1 A , $5 , 3 0 5 , 0 0 0 ag g r e g a t e pr i n c i p a l am o u n t of it s Ta x a b l e Ai r p o r t Te r m i n a l Pr o j e c t Re v e n u e Bo n d s , Se r i e s 20 0 1 B , $4 , 1 5 0 , 0 0 0 ag g r e g a t e pr i n c i p a l am o u n t of it s Ai r p o r t Te r m i n a l Pr o j e c t Re v e n u e Re f u n d i n g Bo n d s , Se r i e s 20 0 6 A (t h e “S e r i e s 20 0 6 A Bo n d s ” ) , $7 , 1 9 0 , 0 0 0 ag g r e g a t e pr i n c i p a l am o u n t of it s Ai r p o r t Te r m i n a l Pr o j e c t Re v e n u e Re f u n d i n g Bo n d s , Se r i e s 20 1 YA (t h e “2 0 1 1 A Bo n d s ” ) an d $2 , 2 8 0 , 0 0 0 pr i n c i p a l am o u n t of it s Ta x a b l e Ai r p o r t Te r m i n a l Pr o j e c t Re v e n u e Re f u n d i n g Bo n d s , Se r i e s 20 1 1 B ; an dWH E R E A S , th e Co r p o r a t i o n an d th e Co u n t y ha v e pr e v i o u s l y en t e r e d in t o a Se c o n d Re s t a t e d Gr o u n d Le a s e ef f e c t i v e Ju n e 30 , 19 9 6 , as am e n d e d an d su p p l e m e n t e d by th e Fi r s t Su p p l e m e n t a l Gr o u n d Le a s e da t e d as of Ju n e 1, 20 0 1 an d th e Se c o n d Su p p l e m e n t a l Gr o u n d Le a s e da t e d Oc t o b e r 26 , 20 0 4 (c o l l e c t i v e l y , th e “G r o u n d Le a s e ” ) , wi t h re s p e c t to th e si t e fo r th e Or i g i n a l Te r m i n a l Pr o j e c t ; an d WH E R E A S , th e Co r p o r a t i o n an d th e Co u n t y ha v e pr e v i o u s l y en t e r e d in t o a Pr o j e c t Ag r e e m e n t da t e d as of Ju n e 1, 19 9 6 , as am e n d e d an d su p p l e m e n t e d by th e Su p p l e m e n t a l Pr o j e c t Ag r e e m e n t da t e d as of Ju n e 1, 20 0 1 , th e Se c o n d Su p p l e m e n t a l Pr o j e c t Ag r e e m e n t da t e d as of Ju n e 1, 20 0 6 an d th e Th i r d Su p p l e m e n t a l Pr o j e c t Ag r e e m e n t da t e d as of Ju n e 1, 20 1 1 (c o l l e c t i v e l y , th e “T e r m i n a l Bu i l d i n g Pr o j e c t Ag r e e m e n t ” ) , re l a t i n g to th e Or i g i n a l Te r m i n a l Pr o j e c t ; an d WH E R E A S , th e Co r p o r a t i o n an d th e Co u n t y ha v e pr e v i o u s l y en t e r e d in t o a Pa r k i n g Fa c i l i t i e s Su b l e a s e da t e d as of Ju n e 1, 20 0 1 , as am e n d e d by th e Fi r s t Am e n d m e n t to th e Pa r k i n g Fa c i l i t i e s Su b l e a s e da t e d as of Ju n e 1, 20 1 1 (t h e “P a r k i n g Su b l e a s e ” ) re g a r d i n g ce r t a i n pa r k i n g ar e a s re l a t e d to th e Or i g i n a l Te r m i n a l Pr o j e c t ; an d WH E R E A S , th e Co r p o r a t i o n ha s pr e v i o u s l y is s u e d $3 , 9 8 0 , 0 0 0 Ai r p o r t Te r m i n a l Pr o j e c t Re v e n u e Im p r o v e m e n t Bo n d s , Se r i e s 20 0 6 B (t h e “2 0 0 6 B Bo n d s ” ) to , am o n g ot h e r th i n g s , fu n d th e co s t s of ac q u i s i t i o n , co n s t r u c t i o n an d im p r o v e m e n t of a de - i c i n g fa c i l i t y to be us e d in co n n e c t i o n wi t h ce r t a i n op e r a t i o n s at th e Ai r p o r t an d to ac q u i r e la n d to be us e d fo r ex p a n s i o n of Ai r p o r t ac c e s s ro a d s an d Ai r p o r t re l a t e d pr o j e c t s (t h e “B e - I c i n g Fa c i l i t y an d Ro a d Im p r o v e m e n t Pr o j e c t ” ) ; an d WH E R E A S , th e Co r p o r a t i o n an d th e Co u n t y ha v e pr e v i o u s l y en t e r e d in t o a D e Ic i n g Fa c i l i t y Gr o u n d Le a s e da t e d as of Ju n e 1, 20 0 6 (t h e “B e - I c i n g Fa c i l i t y Gr o u n d Le a s e ” ) wi t h re s p e c t to th e si t e fo r th e de - i c i n g fa c i l i t y ; an d WH E R E A S , th e Co r p o r a t i o n an d th e Co u n t y ha v e pr e v i o u s l y en t e r e d in t o a D e Ic i n g Fa c i l i t y Su b l e a s e da t e d as of Ju n e 1, 20 0 6 (t h e “B e - I c i n g Fa c i l i t y Su b l e a s e ” ) wi t h re s p e c t to th e de - i c i n g fa c i l i t y ; an d Pa g e 3 of 14 DM W E S T #1 7 0 0 5 4 2 0 v2 WH E R E A S , th e Co r p o r a t i o n an d th e Co u n t y ha v e pr e v i o u s l y en t e r e d in t o a Ro a d Im p r o v e m e n t s Le a s e da t e d Ap r i l 30 , 20 0 7 (t h e “R o a d Im p r o v e m e n t s Le a s e ” ) wi t h re s p e c t to th e ro a d im p r o v e m e n t s si t e ac q u i r e d wi t h th e pr o c e e d s of th e Se r i e s 20 0 6 B Bo n d s ; an d WH E R E A S , th e Co r p o r a t i o n an d th e Co u n t y ha v e pr e v i o u s l y en t e r e d in t o a 20 0 6 Pr o j e c t Ag r e e m e n t da t e d as of Ju n e 1, 20 0 6 (t h e “D e - I c i n g fa c i l i t y an d Ro a d Im p r o v e m e n t Pr o j e c t Ag r e e m e n t ” ) re l a t i n g to th e De - I c i n g Fa c i l i t y an d Ro a d Im p r o v e m e n t Pr o j e c t ; an d WH E R E A S , cu r r e n t l y , on l y th e 20 0 6 B Bo n d s an d 20 1 1A Bo n d s ar e ou t s t a n d i n g un d e r th e Or i g i n a l In d e n t u r e ; an d WH E R E A S , th e Bo a r d of Di r e c t o r s of th e Co r p o r a t i o n (t h e “B o a r d ” ) ha s de t e r m i n e d th a t in or d e r to re d u c e th e ne t ef f e c t i v e in t e r e s t ra t e on th e 20 0 6 B Bo n d s an d re d u c e th e to t a l pr i n c i p a l an d in t e r e s t pa y a b l e on th e 20 0 6 B Bo n d s , it is in th e be s t in t e r e s t of th e Co u n t y an d th e Co r p o r a t i o n to re f u n d al l of th e ou t s t a n d i n g 20 0 6 B Bo n d s (t h e “R e f u n d i n g Pr o j e c t ” ) ; an d WH E R E A S , th e Co r p o r a t i o n in t e n d s to is s u e re v e n u e bo n d s to fu n d th e co s t s of (i ) re f u n d i n g al l of th e ou t s t a n d i n g 20 0 6 3 Bo n d s an d (i i ) ac q u i s i t i o n , co n s t r u c t i o n an d im p r o v e m e n t re l a t i n g to an ex p a n s i o n of th e ex i s t i n g co m m e r c i a l pa s s e n g e r te r m i n a l bu i l d i n g at th e Ai r p o r t (t h e “T e r m i n a l Ex p a n s i o n Pr o j e c t ” an d to g e t h e r wi t h th e Re f u n d i n g Pr o j e c t , th e “P r o j e c t ” ) ; an d WH E R E A S , fo r th e pu r p o s e of ac c o m p l i s h i n g th e Pr o j e c t , th e Co r p o r a t i o n in t e n d s to am e n d an d re s t a t e th e Or i g i n a l In d e n t u r e pu r s u a n t to th e Am e n d e d an d Re s t a t e d In d e n t u r e of Tr u s t to be da t e d on or pr i o r to th e da t e of is s u a n c e of th e 20 1 7 Bo n d s (a s de f i n e d be l o w ) (t h e “A m e n d e d an d Re s t a t e d In d e n t u r e ” ) an d to is s u e it s (i ) Ai r p o r t Te r m i n a l Bu i l d i n g Pr o j e c t Re v e n u e Re f u n d i n g Bo n d s , Se r i e s 20 1 7 A (t h e “2 0 1 7 A Bo n d s ” ) to pr o v i d e fu n d s ne e d e d to ef f e c t th e Re f u n d i n g Pr o j e c t , to fu n d a po r t i o n of a de b t se r v i c e re s e r v e fu n d fo r th e 20 1 7 Bo n d s an d to pa y ce r t a i n co s t s of is s u a n c e in co n n e c t i o n th e r e w i t h an d (i i ) Ai r p o r t Te r m i n a l Bu i l d i n g Pr o j e c t Re v e n u e Im p r o v e m e n t Bo n d s , Se r i e s 20 1 7 B (t h e “2 0 1 7 B Bo n d s ” an d , to g e t h e r wi t h th e 20 1 7 A Bo n d s , th e “2 0 1 7 Bo n d s ” ) to pr o v i d e fu n d s ne e d e d fo r th e fi n a n c i n g of th e Te r m i n a l Ex p a n s i o n Pr o j e c t , to fu n d a po r t i o n of a de b t se r v i c e re s e r v e fu n d fo r th e 20 1 7 Bo n d s an d to pa y ce r t a i n co s t s of is s u a n c e in co n n e c t i o n th e r e w i t h ; an d WH E R E A S , th e Bo a r d sp e c i f i c a l l y el e c t s to ap p l y al l of th e pr o v i s i o n s of Ti t l e 11 , Ar t i c l e 57 , Pa r t 2, C. R . S . , to th e 20 1 7 Bo n d s ; an d WH E R E A S , fo r pu r p o s e s of pr o v i d i n g fo r th e re f u n d i n g of th e 20 0 6 3 Bo n d s , th e Co r p o r a t i o n in t e n d s to en t e r in t o a Re f u n d i n g Ag r e e m e n t to be da t e d on or pr i o r to th e da t e of is s u a n c e of th e 20 1 7 Bo n d s (t h e “R e f u n d i n g Ag r e e m e n t ” ) wi t h th e Tr u s t e e ; an d WH E R E A S , th e Co r p o r a t i o n in t e n d s to se l l th e 20 1 7 Bo n d s to RB C Ca p i t a l Ma r k e t s , LL C (t h e “U n d e r w r i t e r ” ) pu r s u a n t to a Bo n d Pu r c h a s e Co n t r a c t be t w e e n th e Co r p o r a t i o n an d th e Un d e r w r i t e r (t h e “B o n d Pu r c h a s e Ag r e e m e n t ” ) ; an d P a g e 4 o f l 4 DM W E S T #1 7 0 0 5 4 2 0 v2 WH E R E A S , th e Co r p o r a t i o n an d UM B Ba n k , Na t i o n a l As s o c i a t i o n , as di s s e m i n a t i o n ag e n t , in t e n d to en t e r in t o a Co n t i n u i n g Di s c l o s u r e Ag r e e m e n t (t h e “C o n t i n u i n g Di s c l o s u r e Ag r e e m e n t ” ) fo r th e be n e f i t of th e ow n e r s of th e 20 1 7 Bo n d s an d th e Un d e r w r i t e r ; an d WH E R E A S , in co n n e c t i o n wi t h th e is s u a n c e of th e 20 1 7 Bo n d s , th e Co u n t y an d th e Co r p o r a t i o n in t e n d to en t e r in t o a Th i r d Su p p l e m e n t a l Gr o u n d Le a s e to be da t e d on or pr i o r to th e da t e of is s u a n c e of th e 20 1 7 Bo n d s (t h e “T h i r d Su p p l e m e n t a l Gr o u n d Le a s e ” ) , am e n d i n g an d su p p l e m e n t i n g th e Gr o u n d Le a s e ; an d WH E R E A S , in co n n e c t i o n wi t h th e is s u a n c e of th e 20 1 7 Bo n d s , th e Co r p o r a t i o n an d th e Co u n t y in t e n d to en t e r in t o a Fo u r t h Su p p l e m e n t a l Pr o j e c t Ag r e e m e n t to be da t e d on or pr i o r to th e da t e of is s u a n c e of th e 20 1 7 Bo n d s (t h e “F o u r t h Su p p l e m e n t a l Pr o j e c t Ag r e e m e n t ” ) , am e n d i n g an d su p p l e m e n t i n g th e Te r m i n a l Bu i l d i n g Pr o j e c t Ag r e e m e n t ; an d WH E R E A S , in co n n e c t i o n wi t h th e is s u a n c e of th e 20 1 7 Bo n d s , th e Co r p o r a t i o n an d th e Co u n t y in t e n d to en t e r in t o a Se c o n d Am e n d m e n t to th e Pa r k i n g Fa c i l i t i e s Su b l e a s e to be da t e d on or pr i o r to th e da t e of is s u a n c e of th e 20 1 7 Bo n d s (t h e “S e c o n d Am e n d m e n t to Pa r k i n g Su b l e a s e ” ) , am e n d i n g an d su p p l e m e n t i n g th e Pa r k i n g Su b l e a s e ; an d WH E R E A S , in co n n e c t i o n wi t h th e is s u a n c e of th e 20 1 7 Bo n d s , th e Co r p o r a t i o n an d th e Co u n t y in t e n d to en t e r in t o a Fi r s t Am e n d m e n t to th e De - I c i n g Fa c i l i t y Gr o u n d Le a s e to be da t e d on or pr i o r to th e da t e of is s u a n c e of th e 20 1 7 Bo n d s (t h e “F i r s t Am e n d m e n t to D c Ic i n g Fa c i l i t y Gr o u n d Le a s e ” ) , am e n d i n g an d su p p l e m e n t i n g th e De - I c i n g Fa c i l i t y Gr o u n d Le a s e ; an d WH E R E A S , in co n n e c t i o n wi t h th e is s u a n c e of th e 20 1 7 Bo n d s , th e Co r p o r a t i o n an d th e Co u n t y in t e n d to en t e r in t o a Fi r s t Am e n d m e n t to th e 20 0 6 Pr o j e c t Ag r e e m e n t to be da t e d on or pr i o r to th e da t e of is s u a n c e of th e 20 1 7 Bo n d s (t h e “F i r s t Am e n d m e n t to Dc - I c i n g Fa c i l i t y an d Ro a d Im p r o v e m e n t Pr o j e c t Ag r e e m e n t ” ) , am e n d i n g an d su p p l e m e n t i n g th e D e Ic i n g Fa c i l i t y an d Ro a d Im p r o v e m e n t Pr o j e c t Ag r e e m e n t ; an d WH E R E A S , in co n n e c t i o n wi t h th e is s u a n c e of th e 20 1 7 Bo n d s , th e Co r p o r a t i o n an d th e Co u n t y in t e n d to en t e r in t o a Fi r s t Am e n d m e n t to th e De - I c i n g Fa c i l i t y Su b l e a s e to be da t e d on or pr i o r to th e da t e of is s u a n c e of th e 20 1 7 Bo n d s (t h e “F i r s t Am e n d m e n t to Dc - I c i n g Fa c i l i t y Su b l e a s e ” ) , am e n d i n g an d su p p l e m e n t i n g th e De - I c i n g Fa c i l i t y Su b l e a s e ; an d WH E R E A S , in co n n e c t i o n wi t h th e is s u a n c e of th e 20 1 7 Bo n d s , th e Co u n t y an d th e Co r p o r a t i o n in t e n d to en t e r in t o a Fi r s t Am e n d m e n t to th e Ro a d Im p r o v e m e n t s Le a s e to be da t e d on or pr i o r to th e da t e of is s u a n c e of th e 20 1 7 Bo n d s (t h e “F i r s t Am e n d m e n t to th e Ro a d Im p r o v e m e n t s Le a s e ” ) , am e n d i n g an d su p p l e m e n t i n g th e Ro a d Im p r o v e m e n t s Le a s e ; an d WH E R E A S , in or d e r to cr e a t e a li e n on th e Or i g i n a l Te r m i n a l Bu i l d i n g Pr o j e c t , th e De - I c i n g Fa c i l i t y an d Ro a d Im p r o v e m e n t Pr o j e c t an d th e Te r m i n a l Ex p a n s i o n Pr o j e c t (c o l l e c t i v e l y , th e “P r o j e c t ” ) fo r th e be n e f i t of th e ow n e r s of th e 20 1 7 Bo n d s an d an y Ad d i t i o n a l Bo n d s is s u e d pu r s u a n t to th e Am e n d e d an d Re s t a t e d In d e n t u r e , th e Co r p o r a t i o n in t e n d s to Pa g e 5 of 14 DM W E S T #1 70 0 5 4 2 0 v2 ex e c u t e an d de l i v e r an Am e n d e d an d Re s t a t e d De e d of Tr u s t , Se c u r i t y Ag r e e m e n t an d Fi n a n c i n g St a t e m e n t (t h e “D e e d of Tr u s t ” ) , am e n d i n g an d re s t a t i n g a Le a s e h o l d De e d of Tr u s t , Se c u r i t y Ag r e e m e n t an d Fi n a n c i n g St a t e m e n t re c o r d e d on Ju l y 9, 19 9 6 , to th e Pu b l i c Tr u s t e e of th e Co u n t y , as am e n d e d an d su p p l e m e n t e d by a fi r s t Su p p l e m e n t a l Le a s e h o l d De e d of Tr u s t , Se c u r i t y Ag r e e m e n t an d fi n a n c i n g St a t e m e n t re c o r d e d on Ju n e 14 , 20 0 1 , a Se c o n d Su p p l e m e n t a l Le a s e h o l d De e d of Tr u s t , Se c u r i t y Ag r e e m e n t an d Fi n a n c i n g St a t e m e n t re c o r d e d on Ju n e 30 , 20 0 6 , a Th i r d Su p p l e m e n t a l Le a s e h o l d De e d of Tr u s t , Se c u r i t y Ag r e e m e n t an d Fi n a n c i n g St a t e m e n t re c o r d e d on Ma y 3, 20 0 7 an d a Fo u r t h Su p p l e m e n t a l Le a s e h o l d De e d of Tr u s t , Se c u r i t y Ag r e e m e n t an d Fi n a n c i n g St a t e m e n t re c o r d e d on Ju n e 28 , 20 1 1 (c o l l e c t i v e l y , th e “P r i o r De e d of Tr u s t ” ) ; an d WH E R E A S , th e Co u n t y an d th e Co r p o r a t i o n in t e n d to en t e r in t o a Pr o j e c t Co n s t r u c t i o n an d Ma n a g e m e n t Ag r e e m e n t to be da t e d on or pr i o r to th e da t e of is s u a n c e of th e 20 1 7 Bo n d s (t h e “P r o j e c t Co n s t r u c t i o n an d Ma n a g e m e n t Ag r e e m e n t ” ) to pr o v i d e fo r th e ma n a g e m e n t of th e co n s t r u c t i o n of th e Te r m i n a l Ex p a n s i o n Pr o j e c t by th e Co u n t y an d op e r a t i o n an d ma i n t e n a n c e of th e Te r m i n a l Bu i l d i n g Pr o j e c t by th e Co u n t y ; an d WH E R E A S , th e r e ha s be e n pr e s e n t e d to th e Bo a r d th e pr o p o s e d fo r m s of (1 ) Am e n d e d an d Re s t a t e d In d e n t u r e ; (2 ) Re f u n d i n g Ag r e e m e n t ; (3 ) Bo n d Pu r c h a s e Ag r e e m e n t ; (4 ) Co n t i n u i n g Di s c l o s u r e Ag r e e m e n t ; (5 ) Th i r d Su p p l e m e n t a l Gr o u n d Le a s e ; (6 ) Fo u r t h Su p p l e m e n t a l Pr o j e c t Ag r e e m e n t ; (7 ) Se c o n d Am e n d m e n t to Pa r k i n g Fa c i l i t i e s Su b l e a s e ; (8 ) Fi r s t Am e n d m e n t to De - I c i n g Fa c i l i t y Gr o u n d Le a s e ; (9 ) Fi r s t Am e n d m e n t to De - I c i n g Fa c i l i t y an d Ro a d Im p r o v e m e n t Pr o j e c t Ag r e e m e n t ; (1 0 ) Fi r s t Am e n d m e n t to De - I c i n g Fa c i l i t y Su b l e a s e ; (1 1 ) Fi r s t Am e n d m e n t to th e Ro a d Im p r o v e m e n t s Le a s e ; (1 2 ) Pr o j e c t Co n s t r u c t i o n an d Ma n a g e m e n t Ag r e e m e n t ; (1 3 ) th e De e d of Tr u s t ; (1 4 ) In s t r u m e n t of Re s i g n a t i o n , Ap p o i n t m e n t an d Ac c e p t a n c e da t e d Au g u s t 23 , 20 1 7 (t h e “I n s t r u m e n t ” ) am o n g We l l s Fa r g o Ba n k , Na t i o n a l As s o c i a t i o n , th e Tr u s t e e an d th e Co r p o r a t i o n ; (1 5 ) Pr e l i m i n a r y Of f i c i a l St a t e m e n t of th e Co r p o r a t i o n (t h e “P r e l i m i n a r y Of f i c i a l St a t e m e n t ” ) re l a t i n g to th e 20 1 7 Bo n d s ; an d (1 6 ) po s t is s u a n c e co m p l i a n c e pr o c e d u r e s . Do c u m e n t s li s t e d in (1 ) th r o u g h (1 3 ) ar e co l l e c t i v e l y re f e r r e d to he r e i n as th e “P r o j e c t Do c u m e n t s ” ) . NO W , TH E R E F O R E , BE IT RE S O L V E D BY TH E BO A R D OF DI R E C T O R S OF EA G L E CO U N T Y AI R TE R M I N A L CO R P O R A T I O N , AS FO L L O W S : Se c t i o n 1. Ra t i f i c a t i o n an d Ap p r o v a l of Pr i o r Ac t i o n s . Al l ac t i o n s he r e t o f o r e ta k e n by th e of f i c e r s of Co r p o r a t i o n an d th e me m b e r s of th e Bo a r d , no t in c o n s i s t e n t wi t h th e pr o v i s i o n s of th i s Re s o l u t i o n , re l a t i n g to th e au t h o r i z a t i o n an d is s u a n c e of th e 20 1 7 Bo n d s an d th e ex e c u t i o n an d de l i v e r y of th e Pr o j e c t Do c u m e n t s , th e fu n d i n g of th e Te r m i n a l Ex p a n s i o n Pr o j e c t , re f u n d i n g of th e 20 0 6 B Bo n d s an d an y ot h e r do c u m e n t s in co n n e c t i o n th e r e w i t h , ar e he r e b y ra t i f i e d , ap p r o v e d , an d co n f i r m e d . Wi t h o u t li m i t i n g th e fo r e g o i n g , ac t i o n s ta k e n by th e of f i c e r s of th e Co r p o r a t i o n an d th e me m b e r s of th e Bo a r d in co n n e c t i o n wi t h th e re s i g n a t i o n of We l l s Fa r g o Ba n k , Na t i o n a l As s o c i a t i o n , as tr u s t e e un d e r th e Or i g i n a l In d e n t u r e , ap p o i n t m e n t of UM B Ba n k , Na t i o n a l As s o c i a t i o n as su c c e s s o r tr u s t e e an d th e ex e c u t i o n an d de l i v e r y of th e In s t r u m e n t in co n n e c t i o n th e r e w i t h . P a g e 6 o f l 4 DM W E S T #1 7 0 0 5 4 2 0 v2 Se c t i o n 2. Ap p r o v a l an d Au t h o r i z a t i o n of Pr o j e c t Do c u m e n t s . Th e Pr o j e c t Do c u m e n t s in su b s t a n t i a l l y th e fo r m s pr e s e n t e d to th e Bo a r d at th i s me e t i n g ar e in c o r p o r a t e d he r e i n by re f e r e n c e an d he r e b y in al l re s p e c t s ra t i f i e d , co n f i r m e d an d ap p r o v e d , an d th e Pr e s i d e n t or th e Tr e a s u r e r of th e Co r p o r a t i o n ar e he r e b y au t h o r i z e d to ex e c u t e an d de l i v e r , an d th e Se c r e t a r y of th e Co r p o r a t i o n (e a c h , an “A u t h o r i z e d Re p r e s e n t a t i v e ” ) ar e he r e b y au t h o r i z e d to af f i x th e se a l of th e Co r p o r a t i o n wh e r e ap p r o p r i a t e , an d to at t e s t su c h do c u m e n t s in su b s t a n t i a l l y su c h fo r m an d up o n th e te r m s an d co n d i t i o n s se t fo r t h he r e i n an d th e r e i n , wi t h su c h ch a n g e s th e r e i n as su c h of f i c e r s sh a l l ap p r o v e (i n c l u d i n g ch a n g e s in da t e s an d am o u n t s ne c e s s a r y to co n f o r m su c h do c u m e n t s to th e fi n a l te r m s as ap p r o v e d by th e Co r p o r a t i o n ) , su c h ap p r o v a l to be ev i d e n c e d by th e ex e c u t i o n th e r e o f . Ea c h Au t h o r i z e d Re p r e s e n t a t i v e is fu r t h e r au t h o r i z e d to ex e c u t e an d th e Se c r e t a r y of th e Co r p o r a t i o n or an y Au t h o r i z e d Re p r e s e n t a t i v e is au t h o r i z e d to au t h e n t i c a t e su c h ot h e r do c u m e n t s , in s t r u m e n t s , or ce r t i f i c a t e s as ar e de e m e d ne c e s s a r y or de s i r a b l e in or d e r to is s u e , se c u r e , se l l , de l i v e r an d ad m i n i s t e r th e 20 1 7 Bo n d s , an d to ac c o m p l i s h th e Te r m i n a l Ex p a n s i o n Pr o j e c t an d th e re f u n d i n g of th e 20 0 6 B Bo n d s , in c l u d i n g to au t h o r i z e th e pa y m e n t of ne t pr o c e e d s of th e 20 1 7 Bo n d s af t e r pa y m e n t of th e Un d e r w r i t e r ’ s di s c o u n t in ac c o r d a n c e wi t h th e Bo n d Pu r c h a s e Ag r e e m e n t , fo r co s t s of is s u a n c e of th e 20 1 7 Bo n d s , an d fu n d i n g of th e re s e r v e fu n d fo r th e 20 1 7 Bo n d s in ad d i t i o n to th e ot h e r us e s co n t e m p l a t e d by th e Am e n d e d an d Re s t a t e d In d e n t u r e . Co p i e s of al l of th e Pr o j e c t Do c u m e n t s sh a l l be de l i v e r e d , fi l e d , an d re c o r d e d as pr o v i d e d th e r e i n . Up o n ex e c u t i o n of th e Pr o j e c t Do c u m e n t s , th e co v e n a n t s , ag r e e m e n t s , re c i t a l s , an d re p r e s e n t a t i o n s of th e Co r p o r a t i o n th e r e i n sh a l l be ef f e c t i v e wi t h th e sa m e fo r c e an d ef f e c t as if sp e c i f i c a l l y se t fo r t h he r e i n , an d su c h co v e n a n t s , ag r e e m e n t s , re c i t a l s , an d re p r e s e n t a t i o n s ar e he r e b y ad o p t e d an d in c o r p o r a t e d he r e i n by re f e r e n c e . Ea c h Au t h o r i z e d Re p r e s e n t a t i v e is he r e b y au t h o r i z e d an d di r e c t e d to pr e p a r e an d fu r n i s h to an y in t e r e s t e d pe r s o n ce r t i f i e d co p i e s of al l pr o c e e d i n g s an d re c o r d s of th e Co r p o r a t i o n re l a t i n g to th e 20 1 7 Bo n d s an d su c h ot h e r af f i d a v i t s an d ce r t i f i c a t e s as ma y be re q u i r e d to sh o w th e fa c t s re l a t i n g to th e au t h o r i z a t i o n an d is s u a n c e th e r e o f . Th e ex e c u t i o n of an y in s t r u m e n t by th e Au t h o r i z e d Re p r e s e n t a t i v e in co n n e c t i o n wi t h th e is s u a n c e , sa l e , or de l i v e r y of th e 20 1 7 Bo n d s no t in c o n s i s t e n t wi t h th i s Re s o l u t i o n sh a l l be co n c l u s i v e ev i d e n c e of th e ap p r o v a l by th e Co r p o r a t i o n of su c h in s t r u m e n t in ac c o r d a n c e wi t h th e te r m s th e r e o f an d he r e o f . Se c t i o n 3. Au t h o r i z a t i o n of th e 20 1 7 Bo n d s . In ac c o r d a n c e wi t h th e Co n s t i t u t i o n of th e St a t e of Co l o r a d o ; th e Su p p l e m e n t a l Ac t ; th e El e c t i o n ; an d al l ot h e r la w s of th e St a t e of Co l o r a d o th e r e u n t o en a b l i n g , th e r e sh a l l be is s u e d th e 20 1 7 Bo n d s fo r th e pu r p o s e of re f u n d i n g th e 20 0 6 3 Bo n d s , pa y i n g th e co s t s of su c h re f u n d i n g , fu n d i n g th e co s t s of th e Te r m i n a l Ex p a n s i o n Pr o j e c t , fu n d i n g th e re s e r v e fu n d fo r th e 20 1 7 Bo n d s , an d pa y i n g th e co s t s of is s u a n c e of th e 20 1 7 Bo n d s , al l as fu r t h e r pr o v i d e d in th e Am e n d e d an d Re s t a t e d In d e n t u r e . Th e 20 1 7 Bo n d s sh a l l co n s t i t u t e re v e n u e ob l i g a t i o n s of th e Co r p o r a t i o n as pr o v i d e d in th e Am e n d e d an d Re s t a t e d In d e n t u r e , pa y a b l e so l e l y fr o m an d to th e ex t e n t of th e Ne t Re v e n u e (a s de f i n e d in th e P a g e 7 o f l 4 DM W E S T #1 70 0 5 4 2 0 v2 Am e n d e d an d Re s t a t e d In d e n t u r e ) an d th e ot h e r co m p o n e n t s of th e Tr u s t Es t a t e (a s de f i n e d in th e Am e n d e d an d Re s t a t e d In d e n t u r e ) . Se c t i o n 4. De t a i l s of th e 20 1 7 Bo n d s ; De l e g a t i o n of Au t h o r i t y . (a ) Th e 20 1 7 Bo n d s sh a l l be is s u e d on l y as fu i i y re g i s t e r e d bo n d s in th e ag g r e g a t e pr i n c i p a l am o u n t of up to $3 5 , 0 0 0 , 0 0 0 , an d da t e d th e da t e of th e i r de l i v e r y . Th e 20 1 7 Bo n d s sh a l l ma t u r e an d sh a l l be su b j e c t to op t i o n a l , ma n d a t o r y , ex t r a o r d i n a r y an d sp e c i a l re d e m p t i o n pr i o r to ma t u r i t y , an d sh a l l be a r in t e r e s t , as pr o v i d e d in th e In d e n t u r e . Th e 20 1 7 Bo n d s sh a l l be is s u e d in Au t h o r i z e d De n o m i n a t i o n s (a s de f i n e d in th e Am e n d e d an d Re s t a t e d In d e n t u r e ) , an d be pa y a b l e , sh a l l be re g i s t e r e d , nu m b e r e d an d su b j e c t to tr a n s f e r an d ex c h a n g e , an d sh a l l ot h e r w i s e be su b j e c t to th e te r m s an d co n d i t i o n s as pr o v i d e d in th e Am e n d e d an d Re s t a t e d In d e n t u r e . (b ) Pu r s u a n t to § 11 - 5 7 - 2 0 5 , C. R . S . , th e Bo a r d he r e b y de l e g a t e s to th e Pr e s i d e n t or th e Tr e a s u r e r of th e Co r p o r a t i o n fo r a pe r i o d of 90 da y s fr o m th e da t e of ad o p t i o n of th i s Re s o l u t i o n , th e au t h o r i t y to de t e r m i n e (i ) th e ma t t e r s se t fo r t h in su b s e c t i o n (c ) of th i s Se c t i o n , su b j e c t to th e ap p l i c a b l e pa r a m e t e r s se t fo r t h in su b s e c t i o n (d ) of th i s Se c t i o n ; an d (i i ) an y ot h e r ma t t e r s th a t , in th e ju d g m e n t of su c h Au t h o r i z e d Re p r e s e n t a t i v e , ar e ne c e s s a r y or co n v e n i e n t to be se t fo r t h in th e Bo n d Pu r c h a s e Ag r e e m e n t an d th e Am e n d e d an d Re s t a t e d In d e n t u r e an d ar e no t in c o n s i s t e n t wi t h th e Su p p l e m e n t a l Ac t or th e pa r a m e t e r s se t fo r t h in su b s e c t i o n (d ) of th i s Se c t i o n . Th e Bo a r d he r e b y au t h o r i z e s an d di r e c t s an y Au t h o r i z e d Re p r e s e n t a t i v e to pr e p a r e an d ex e c u t e th e Bo n d Pu r c h a s e Ag r e e m e n t an d th e Am e n d e d an d Re s t a t e d In d e n t u r e , in ac c o r d a n c e wi t h su c h de t e r m i n a t i o n s . (c ) Th e Bo a r d he r e b y de l e g a t e s to Pr e s i d e n t or th e Tr e a s u r e r of th e Co r p o r a t i o n th e au t h o r i t y to ma k e th e fo l l o w i n g de t e r m i n a t i o n s wi t h re s p e c t to th e 20 1 7 Bo n d s an d th e In d e n t u r e , pr o v i d e d th a t su c h de t e r m i n a t i o n s mu s t fa l l wi t h i n th e ap p l i c a b l e pa r a m e t e r s se t fo r t h in su b s e c t i o n (d ) of th i s Se c t i o n : (i ) th e ra t e s of in t e r e s t on th e 20 1 7 Bo n d s ; (i i ) th e te r m s on wh i c h an d th e pr i c e s at wh i c h th e 20 1 7 Bo n d s ma y be re d e e m e d pr i o r to ma t u r i t y ; (i i i ) th e pr i c e or pr i c e s at wh i c h th e 20 1 7 Bo n d s wi l l be so l d ; (i v ) th e pr i n c i p a l am o u n t s an d de n o m i n a t i o n s of th e 20 1 7 Bo n d s ; (v ) th e da t e or da t e s on wh i c h pr i n c i p a l an d in t e r e s t sh a l l be pa i d ; (v i ) th e da t e of is s u a n c e an d de l i v e r y of th e 20 1 7 Bo n d s ; an d (v i i ) th e da t e d da t e of th e 20 1 7 Bo n d s . P a g e 8 o f l 4 DM W E S T #1 70 0 5 4 2 0 v2 (d ) Th e au t h o r i t y de l e g a t e d to an y su c h Au t h o r i z e d Re p r e s e n t a t i v e by th i s Se c t i o n sh a l l be su b j e c t to th e fo l l o w i n g pa r a m e t e r s : (1 ) th e fi n a l ma t u r i t y da t e of th e Bo n d s sh a l l no t ex c e e d Ma y 1, 20 4 5 ; (i i ) th e ag g r e g a t e pr i n c i p a l am o u n t of th e 20 1 7 Bo n d s sh a l l no t ex c e e d $3 5 , 0 0 0 , 0 0 0 ; (i i i ) th e in t e r e s t ra t e bo r n e by th e 20 1 7 Bo n d s sh a l l no t ex c e e d 6. 0 0 % pe r an n u m ; (i v ) th e sa l e pr i c e of th e 20 1 7 Bo n d s sh a l l be an am o u n t no t le s s th a n 98 % of th e ag g r e g a t e pr i n c i p a l am o u n t of th e 20 1 7 Bo n d s ; (v ) th e Un d e r w r i t e r ’ s di s c o u n t sh a l l no t ex c e e d 1. 2 5 % of th e pa r am o u n t of th e 20 1 7 Bo n d s ; an d (v i ) an y re d e m p t i o n pr e m i u m sh a l l no t be in ex c e s s of 2. 0 0 % of th e pr i n c i p a l am o u n t so re d e e m e d . Se c t i o n 5. Pe r m i t t e d Am e n d m e n t s to Re s o l u t i o n . Th i s Re s o l u t i o n ma y be am e n d e d by an ac t i o n ta k e n by th e Bo a r d in ac c o r d a n c e wi t h st a t e la w an d th e Bo a r d ’ s pr o c e d u r a l ru l e s , ex c e p t th a t af t e r th e 20 1 7 Bo n d s ar e is s u e d , th e Co r p o r a t i o n ma y am e n d th i s Re s o l u t i o n in th e sa m e ma n n e r , an d su b j e c t to th e sa m e te r m s an d co n d i t i o n s , as ap p l y to an am e n d m e n t or su p p l e m e n t to th e Am e n d e d an d Re s t a t e d In d e n t u r e . Se c t i o n 6. Sa l e of th e 20 1 7 Bo n d s to th e Un d e r w r i t e r . Th e Bo a r d he r e b y ap p r o v e s th e sa l e of th e 20 1 7 Bo n d s to th e Un d e r w r i t e r up o n th e te r m s an d co n d i t i o n s se t fo r t h in th e Bo n d Pu r c h a s e Ag r e e m e n t an d au t h o r i z e s th e Pr e s i d e n t or th e Tr e a s u r e r of th e Co r p o r a t i o n to ex e c u t e th e Bo n d Pu r c h a s e Ag r e e m e n t on be h a l f of th e Co r p o r a t i o n . Se c t i o n 7. Ap p o i n t m e n t of th e Tr u s t e e . Th e Co r p o r a t i o n he r e b y co n f i r m s th e ap p o i n t m e n t of UM B Ba n k , Na t i o n a l As s o c i a t i o n , as Tr u s t e e un d e r th e Am e n d e d an d Re s t a t e d In d e n t u r e . Se c t i o n 8. Pl e d g e of Re v e n u e s . Th e cr e a t i o n , pe r f e c t i o n , en f o r c e m e n t , an d pr i o r i t y of th e re v e n u e s pl e d g e d to se c u r e or pa y th e 20 1 7 Bo n d s as pr o v i d e d he r e i n an d in th e Am e n d e d an d Re s t a t e d In d e n t u r e sh a l l be go v e r n e d by Se c t i o n 11 - 5 7 - 2 0 8 of th e Su p p l e m e n t a l Ac t , th i s Re s o l u t i o n , an d th e Am e n d e d an d Re s t a t e d In d e n t u r e . Th e re v e n u e s pl e d g e d fo r th e pa y m e n t of th e 20 1 7 Bo n d s , as re c e i v e d by or ot h e r w i s e cr e d i t e d to th e Co r p o r a t i o n or th e tr u s t e e fo r th e 20 1 7 Bo n d s , sh a l l im m e d i a t e l y be su b j e c t to th e li e n of su c h pl e d g e wi t h o u t an y ph y s i c a l de l i v e r y , fi l i n g , or fu r t h e r ac t . Th e li e n of su c h pl e d g e on th e re v e n u e s of th e Co r p o r a t i o n an d th e ob l i g a t i o n to pe r f o r m th e co n t r a c t u a l pr o v i s i o n s ma d e he r e i n an d in th e In d e n t u r e sh a l l ha v e pr i o r i t y ov e r an y or al l ot h e r ob l i g a t i o n s an d li a b i l i t i e s of th e Co r p o r a t i o n . Th e li e n of su c h pl e d g e sh a l l be va l i d , bi n d i n g , an d en f o r c e a b l e as ag a i n s t al l pe r s o n s ha v i n g cl a i m s of an y ki n d in to r t , co n t r a c t , or ot h e r w i s e ag a i n s t th e Co r p o r a t i o n ir r e s p e c t i v e of wh e t h e r su c h pe r s o n s ha v e no t i c e of su c h li e n s . P a g e 9 o f l 4 DM W E S T #1 70 0 5 4 2 0 v2 Se c t i o n 9. Po s t - I s s u a n c e Ta x Co m p l i a n c e Pr o c e d u r e s . Th e Bo a r d he r e b y ap p r o v e s an d ad o p t s th e Po s t - I s s u a n c e Ta x Co m p l i a n c e Pr o c e d u r e s an d de s i g n a t e s th e Tr e a s u r e r as th e “C o m p l i a n c e Of f i c e r . ” Se c t i o n 10 . Co s t s an d Ex p e n s e s . Al l co s t s an d ex p e n s e s in c u r r e d in co n n e c t i o n wi t h th e is s u a n c e an d pa y m e n t of th e 20 1 7 Bo n d s sh a l l be pa i d ei t h e r fr o m th e pr o c e e d s of th e 20 1 7 Bo n d s or fr o m le g a l l y av a i l a b l e mo n e y s of th e Co r p o r a t i o n , or fr o m a co m b i n a t i o n th e r e o f , in ac c o r d a n c e wi t h th e ap p l i c a b l e fe d e r a l ta x ru l e s . Se c t i o n 11 . Of f i c i a l St a t e m e n t . Th e Pr e l i m i n a r y Of f i c i a l St a t e m e n t an d it s pr e p a r a t i o n , us e an d di s t r i b u t i o n in co n n e c t i o n wi t h th e sa l e of th e 20 1 7 Bo n d s is he r e b y ra t i f i e d an d ap p r o v e d , wi t h su c h ch a n g e s as ma y be de e m e d ne c e s s a r y an d ap p r o p r i a t e by th e Pr e s i d e n t or Se c r e t a r y of th e Co r p o r a t i o n . Th e Bo a r d he r e b y au t h o r i z e s th e pr e p a r a t i o n an d di s t r i b u t i o n of a su p p l e m e n t to th e Pr e l i m i n a r y Of f i c i a l St a t e m e n t if de e m e d ne c e s s a r y by th e Un d e r w r i t e r in co n n e c t i o n wi t h it s ma r k e t i n g of th e 20 1 7 Bo n d s . Th e Bo a r d he r e b y au t h o r i z e s th e pr e p a r a t i o n an d di s t r i b u t i o n of a fi n a l Of f i c i a l St a t e m e n t . Th e fi n a l Of f i c i a l St a t e m e n t sh a l l be in su b s t a n t i a l l y th e fo r m of th e Pr e l i m i n a r y Of f i c i a l St a t e m e n t an d ma y co n t a i n su c h co r r e c t i o n s an d ad d i t i o n a l or up d a t e d in f o r m a t i o n as pe r m i t t e d by ap p l i c a b l e fe d e r a l se c u r i t i e s la w s so th a t it wi l l no t co n t a i n an y un t r u e st a t e m e n t of a ma t e r i a l fa c t or om i t to st a t e a ma t e r i a l fa c t ne c e s s a r y in or d e r to ma k e th e st a t e m e n t s ma d e th e r e i n , in li g h t of th e ci r c u m s t a n c e s un d e r wh i c h th e y we r e ma d e , no t mi s l e a d i n g . Th e Pr e s i d e n t of th e Co r p o r a t i o n is he r e b y au t h o r i z e d to ex e c u t e co p i e s of th e Of f i c i a l St a t e m e n t on be h a l f of th e Co r p o r a t i o n . Se c t i o n 12 . In c i d e n t a l Ac t i o n . Ea c h of th e Au t h o r i z e d Re p r e s e n t a t i v e s is he r e b y au t h o r i z e d an d di r e c t e d to ex e c u t e an d de l i v e r su c h ot h e r do c u m e n t s an d ce r t i f i c a t e s , an d to ta k e su c h ot h e r ac t i o n as ma y be ne c e s s a r y or ap p r o p r i a t e in or d e r to ef f e c t u a t e th e de l i v e r y of th e Pr o j e c t Do c u m e n t s , th e pe r f o r m a n c e of th e Co r p o r a t i o n ’ s ob l i g a t i o n s th e r e u n d e r , th e is s u a n c e of th e 20 1 7 Bo n d s , th e re f u n d i n g of th e 20 0 6 B Bo n d s , an d th e fu n d i n g of th e Te r m i n a l Ex p a n s i o n Pr o j e c t . No t w i t h s t a n d i n g an y ot h e r pr o v i s i o n s of th i s Re s o l u t i o n , ea c h of th e Au t h o r i z e d Re p r e s e n t a t i v e s is he r e b y au t h o r i z e d to ma k e or ap p r o v e su c h re v i s i o n s in su c h do c u m e n t s as ma y be ne c e s s a r y or co n v e n i e n t to ca r r y ou t or as s i s t in ca r r y i n g ou t th e pu r p o s e s of th i s Re s o l u t i o n . Se c t i o n 13 . El e c t i o n s to Ap p l y Su p p l e m e n t a l Ac t . Th e me m b e r s of th e Bo a r d he r e b y el e c t to ha v e al l pr o v i s i o n s of Ti t l e 11 , Ar t i c l e 57 , Pa r t 2, C. R . S . (t h e “S u p p l e m e n t a l Ac t ” ) ap p l y to th e 20 1 7 Bo n d s ; pr o v i d e d , ho w e v e r , th a t su c h el e c t i o n sh a l l no t op e r a t e to mo d i f y or li m i t th e ri g h t s co n f e r r e d on th e Co r p o r a t i o n , th e me m b e r s of th e Bo a r d an d th e of f i c e r s of th e Co r p o r a t i o n by an y ot h e r pr o v i s i o n s of St a t e la w . Se c t i o n 14 . No Pe r s o n a l Li a b i l i t y . Ne i t h e r th e me m b e r s of th e Bo a r d no r an y pe r s o n ex e c u t i n g th e Pr o j e c t Do c u m e n t s sh a l l be li a b l e pe r s o n a l l y fo r an y ob l i g a t i o n s th e r e u n d e r or be su b j e c t to an y pe r s o n a l li a b i l i t y or ac c o u n t a b i l i t y by re a s o n of th e is s u a n c e th e Bo n d s . Se c t i o n 15 . Li m i t a t i o n of Ac t i o n s . Pu r s u a n t to Se c t i o n 11 - 5 7 - 2 12 of th e Su p p l e m e n t a l Ac t , no le g a l or eq u i t a b l e ac t i o n br o u g h t wi t h re s p e c t to an y le g i s l a t i v e ac t s or Pa g e 10 of 14 DM W E S T #1 70 0 5 4 2 0 v2 pr o c e e d i n g s in co n n e c t i o n wi t h th e au t h o r i z a t i o n of th e 20 1 7 Bo n d s sh a l l be co m m e n c e d mo r e th a n th i r t y (3 0 ) da y s af t e r th e au t h o r i z a t i o n of th e 20 1 7 Bo n d s . Se c t i o n 16 . Va r i o u s fi n d i n g s an d De t e r m i n a t i o n s . Th e Bo a r d , ha v i n g be e n fu l l y in f o r m e d of an d ha v i n g co n s i d e r e d al l th e pe r t i n e n t fa c t s an d ci r c u m s t a n c e s , he r e b y fi n d s an d de t e r m i n e s th a t th e ex e c u t i o n an d de l i v e r y of th e Pr o j e c t Do c u m e n t s is in ma t e r i a l co m p l i a n c e wi t h it s go v e r n i n g do c u m e n t s an d al l ot h e r ag r e e m e n t s by wh i c h th e Co r p o r a t i o n is bo u n d . Se c t i o n 17 . Co n c l u s i v e Re c i t a l . Pu r s u a n t to Se c t i o n 11 - 5 7 - 2 1 0 of th e Su p p l e m e n t a l Ac t , th e 20 1 7 Bo n d s sh a l l co n t a i n a re c i t a l th a t th e y ar e is s u e d pu r s u a n t to ce r t a i n pr o v i s i o n s of th e Su p p l e m e n t a l Ac t . Su c h re c i t a l sh a l l be co n c l u s i v e ev i d e n c e of th e va l i d i t y an d th e re g u l a r i t y of th e is s u a n c e of th e 20 1 7 Bo n d s af t e r th e i r de l i v e r y fo r va l u e . Se c t i o n 18 . No Fi n a n c i a l Li a b i l i t y of Co u n t y . Th e 20 1 7 Bo n d s an d th e Pr o j e c t Do c u m e n t s sh a l l ne v e r co n s t i t u t e th e de b t , in d e b t e d n e s s , or fi n a n c i a l ob l i g a t i o n of th e Co u n t y wi t h i n th e me a n i n g of an y pr o v i s i o n or li m i t a t i o n of th e Co l o r a d o Co n s t i t u t i o n , or Co l o r a d o St a t u t e s , an d sh a l l no t co n s t i t u t e or gi v e ri s e to a mu l t i p l e fi s c a l ye a r ob l i g a t i o n or fi n a n c i a l li a b i l i t y of th e Co u n t y or ch a r g e ag a i n s t it s ge n e r a l cr e d i t or ta x i n g po w e r s . Se c t i o n 19 . Re s o l u t i o n Ir r e p e a l a b l e . Af t e r an y of th e 20 1 7 Bo n d s ha v e be e n is s u e d , th i s Re s o l u t i o n sh a l l co n s t i t u t e a co n t r a c t be t w e e n th e Co r p o r a t i o n an d th e ow n e r s of th e 20 1 7 Bo n d s , an d sh a l l be an d re m a i n in e p e a l a b l e un t i l th e 20 1 7 Bo n d s an d th e in t e r e s t ac c r u i n g th e r e o n sh a l l ha v e be e n fu l l y pa i d , sa t i s f i e d an d di s c h a r g e d as th e r e i n pr o v i d e d . Se c t i o n 20 . Se v e r a b i l i t y . If an y se c t i o n , pa r a g r a p h , cl a u s e , or pr o v i s i o n of th i s Re s o l u t i o n sh a l l fo r an y re a s o n be he l d to be in v a l i d or un e n f o r c e a b l e , th e in v a l i d i t y or un e n f o r c e a b i l i t y of su c h se c t i o n , pa r a g r a p h , cl a u s e , or pr o v i s i o n sh a l l no t af f e c t an y of th e re m a i n i n g pr o v i s i o n s of th i s Re s o l u t i o n , th e in t e n t be i n g th a t th e sa m e ar e se v e r a b l e . Se c t i o n 21 . Re p e a l e r . Al l or d e r s , by l a w s , an d re s o l u t i o n s of th e Co r p o r a t i o n , or pa r t s th e r e o f in c o n s i s t e n t or in co n f l i c t wi t h th i s Re s o l u t i o n , ar e he r e b y re p e a l e d to th e ex t e n t on l y of su c h in c o n s i s t e n c y or co n f l i c t . Th i s re p e a l e r sh a l l no t be co n s t r u e d as re v i v i n g an y by l a w , or d e r , or re s o l u t i o n or pa r t th e r e o f pr e v i o u s l y re p e a l e d . Se c t i o n 22 . Ef f e c t i v e Da t e . Th i s Re s o l u t i o n sh a l l ta k e ef f e c t im m e d i a t e l y up o n it s ad o p t i o n an d ap p r o v a l . [S i g n a t u r e pa g e fo l l o w s ] Pa g e 11 of 14 DM W E S T #1 70 0 5 4 2 0 v2 AD O P T E D th i s 11 da y of Se p t e m b e r , 20 1 7 . EA G L E CO U N T Y AI R TE R M I N A L CO R P O R A T I O N B y : _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ Ji 1 , y a n , Pr e s i d e n t (C O R P O R A T I O N SE A L ) AT T E S T : Br y a n Tr e u , Se c r e t a r y Pa g e 12 of 14 DM W E S T #1 7 0 0 5 4 2 0 v2 Di r e c t o r / 4 c.. c- € p’ - . -L - y an d Di r e c t o r y ‘ - “ se c o n d e d ad o p t i o n of th e fo r e g o i n g re s o l u t i o n . Th e ro l l ht v i n g be e n ca l l e d , th e vo t e wa s as fo l l o w s : Di r e c t o r /‘ L I C Di r e c t o r 1., . Cf F) Di r e c t o r fr . (p . r i f , i , . , Fe I Di r e c t o r CA L7e J Di r e c t o r Th i s Re s o l u t i o n pa s s e d by __ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ vo t e of th e Bo a r d of Di r e c t o r s of Ea g l e Co u n t y Ai r Te r m i n a l Co r p o r a t i o n . At le a s t th r e e of th e Di r e c t o r s of th e Co r p o r a t i o n ha v i n g vo t e d in fa v o r of th e mo t i o n , th e pr e s i d i n g of f i c e r de c l a r e d th e mo t i o n ca r r i e d an d th e re s o l u t i o n du l y pa s s e d an d ad o p t e d . Th e r e u p o n , th e Bo a r d of Di r e c t o r s of th e Co r p o r a t i o n co n s i d e r e d ot h e r ma t t e r s no t co n c e r n i n g th e Re s o l u t i o n . Th e r e be i n g no fu r t h e r bu s i n e s s to co m e be f o r e th e Bo a r d of Di r e c t o r s of th e Co r p o r a t i o n , th e me e t i n g wa s , on mo t i o n du l y ma d e , se c o n d e d an d ca r r i e d , ad j o u r n e d . By : _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ Pr e s i d e n t At t e s t : By : _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ Br y a n Tr e u , Se c r e t a r y Pa g e 13 of 14 DM W E S T #1 7 0 0 5 4 2 0 v2 ST A T E OF Co L O R A D o ] EA G L E CO u N T Y ] 5$ . ] I, Br y a n Tr e u , th e du l y ap p o i n t e d , qu a l i f i e d an d ac t i n g Se c r e t a r y of Ea g l e Co u n t y Ai r Te r m i n a l Co r p o r a t i o n , do he r e b y ce r t i f y th a t th e fo r e g o i n g pa g e s nu m b e r e d 1 to 14 , in c l u s i v e , ar e a tr u e , pe r f e c t , an d co m p l e t e co p y of th e re c o r d of pr o c e e d i n g s of th e Bo a r d of Di r e c t o r s of th e Ea g l e Co u n t y Ai r Te r m i n a l Co r p o r a t i o n , in s o f a r as su c h pr o c e e d i n g s re l a t e to th e re s o l u t i o n th e r e i n co n t a i n e d , ha d an d ta k e n at a la w f u l , op e n an d pu b l i c me e t i n g of th e Ea g l e Co u n t y Ai r Te r m i n a l Co r p o r a t i o n co n d u c t e d at 50 0 Br o a d w a y , Ea g l e , Co l o r a d o , on Se p t e m b e r 11 , 20 1 7 co m m e n c i n g at th e ho u r of 3: 3 0 p. m . , as re c o r d e d in th e re g u l a r of f i c i a l bo o k of th e pr o c e e d i n g s of th e Ea g l e Co u n t y Ai r Te r m i n a l Co r p o r a t i o n ke p t in my of f i c e , sa i d pr o c e e d i n g s we r e du l y ha d an d ta k e n as th e r e i n sh o w n , th e me e t i n g he r e i n sh o w n wa s du l y he l d , an d th e pe r s o n s th e r e i n na m e d we r e pr e s e n t at sa i d me e t i n g as th e r e i n sh o w n . IN WI T N E S S WH E R E O F , I ha v e he r e u n t o se t my ha n d an d af f i x e d th e se a l of Ea g l e Co u n t y Ai r Te r m i n a l Co r p o r a t i o n th i s 11 t h da y of Se p t e m b e r , 20 1 7 . B y _ _ _ _ _ B r y a n & i , Se c r e ’ i a r y Pa g e 14 of 14 [S E A L ] DM W E S T #1 70 0 5 4 2 0 v2 DMWEST #16808481 v7 Ballard Spahr Draft 09/07/17 ______________________________________________________________________________ ______________________________________________________________________________ AMENDED AND RESTATED TRUST INDENTURE Dated as of _________ 1, 2017 between EAGLE COUNTY AIR TERMINAL CORPORATION and UMB BANK, n.a. as Trustee Securing Limited Property Tax Supported Revenue Bonds ______________________________________________________________________________ ______________________________________________________________________________ DMWEST #16808481 v7 i TABLE OF CONTENTS Page RECITALS ..................................................................................................................................... 1 ARTICLE I. DEFINITIONS AND REPRESENTATIONS OF THE CORPORATION .............. 4 Section 1.01. Definitions ......................................................................................................... 4 Section 1.02. Interpretation .................................................................................................... 21 Section 1.03. Computations ................................................................................................... 21 Section 1.04. Notices for Bonds Held by a Depository ......................................................... 22 Section 1.05. Representations of the Corporation ................................................................. 22 ARTICLE II. THE BONDS .......................................................................................................... 23 Section 2.01. Amounts and Terms ......................................................................................... 23 Section 2.02. Interest Accrual ................................................................................................ 25 Section 2.03. Book-Entry System for the Series 2011A Bonds and the Series 2017 Bonds; Bond Registrar and Bond Register ............................................... 25 Section 2.04. Registration, Transfer and Exchange ............................................................... 27 Section 2.05. Execution ......................................................................................................... 28 Section 2.06. Authentication.................................................................................................. 28 Section 2.07. Payment of Principal and Interest; Interest Rights Preserved ......................... 28 Section 2.08. Persons Deemed Owners ................................................................................. 29 Section 2.09. Mutilated, Destroyed, Lost or Stolen Bonds ................................................... 29 Section 2.10. Temporary Bonds ............................................................................................ 30 Section 2.11. Cancellation and Destruction of Surrendered Bonds ....................................... 30 Section 2.12. Supplemental Act Provisions ........................................................................... 30 ARTICLE III. ISSUE OF BONDS AND SPECIAL FACILITIES BONDS ............................... 30 Section 3.01. Issue of Series 2011A Bonds and Series 2017 Bonds ..................................... 30 Section 3.02. Disposition of Proceeds of Series 2017 Bonds; Direction to Create Redemption Fund for the Refunding of the Series 2006B Bonds ............ 31 Section 3.03. Issue of Additional Bonds ............................................................................... 32 Section 3.04. Refunding Bonds ............................................................................................. 34 Section 3.05. Special Facilities Bonds ................................................................................... 34 Section 3.06. Special Facilities Leases .................................................................................. 34 Section 3.07. No Prejudicial Competition ............................................................................. 35 Section 3.08. Subordinate Bonds Permitted .......................................................................... 35 Section 3.09. Superior Bonds Prohibited ............................................................................... 35 ARTICLE IV. PLEDGE OF TRUST ESTATE; REVENUES AND FUNDS ............................. 35 Section 4.01. Pledge of Trust Estate ...................................................................................... 35 Section 4.02. Establishment of Funds .................................................................................... 35 Section 4.03. Disposition of Project Revenues ...................................................................... 36 Section 4.04. Moneys Held in Trust ...................................................................................... 36 Section 4.05. Revenue Fund .................................................................................................. 36 Section 4.06. Use of Moneys in Bond Fund .......................................................................... 38 Section 4.07. Payments from Construction Fund .................................................................. 41 Section 4.08. Completion Date of Project Addition .............................................................. 44 Section 4.09. Disposition of Insurance and Condemnation Proceeds ................................... 45 DMWEST #16808481 v7 ii Section 4.10. Debt Service Reserve Fund Application .......................................................... 45 Section 4.11. Use of Moneys in Operating Fund................................................................... 45 Section 4.12. Use of Moneys in Operation and Maintenance Reserve Account ................... 46 Section 4.13. Use of Moneys in Capital Fund ....................................................................... 46 Section 4.14. Excess Investment Earnings Fund ................................................................... 47 Section 4.15. Costs of Issuance Fund .................................................................................... 47 Section 4.16. Final Balances .................................................................................................. 47 Section 4.17. Purchase of Bonds ........................................................................................... 48 ARTICLE V. COVENANTS AND AGREEMENTS OF THE CORPORATION ...................... 48 Section 5.01. Performance of Covenants ............................................................................... 48 Section 5.02. Corporate Existence; Compliance with Laws .................................................. 49 Section 5.03. Rate Maintenance Covenant ............................................................................ 49 Section 5.04. Payment of Principal, Interest and Premium; Other Required Payments ........ 50 Section 5.05. Conditions Precedent ....................................................................................... 51 Section 5.06. Maintenance and Management of Project ....................................................... 51 Section 5.07. Construction, Equipping and Operation of the Project .................................... 51 Section 5.08. Modifications to the Plans or Qualified Construction Contracts ..................... 52 Section 5.09. Payment of Cost by the Corporation ............................................................... 52 Section 5.10. Enforcement of Contracts and Surety .............................................................. 54 Section 5.11. Taxes and Other Governmental Charges and Utility Charges ......................... 54 Section 5.12. Financing Statements ....................................................................................... 55 Section 5.13. Insurance .......................................................................................................... 55 Section 5.14. Liens ................................................................................................................ 58 Section 5.15. No Liability of Corporation’s Officers, Etc. .................................................... 58 Section 5.16. Removal of Project Equipment ........................................................................ 58 Section 5.17. Installation of Other Equipment ...................................................................... 60 Section 5.18. Budgets; Financial Statements; Event Notices; Etc. ........................................ 60 Section 5.19. Tax Covenants ................................................................................................. 61 Section 5.20. Further Assurances; Deposit of Payments ....................................................... 62 Section 5.21. Competing Facilities; Other Actions ............................................................... 62 ARTICLE VI. DAMAGE, DESTRUCTION AND CONDEMNATION .................................... 62 Section 6.01. Corporation to Repair, Replace, Rebuild or Restore ....................................... 62 Section 6.02. Cooperation of the Trustee .............................................................................. 63 ARTICLE VII. CORPORATION’S OPTIONS ........................................................................... 63 Section 7.01. Easements and Release of Real Property ......................................................... 63 Section 7.02. Prepayments ..................................................................................................... 64 Section 7.03. Satisfaction of Payments .................................................................................. 64 Section 7.04. Termination Upon Retirement of Bonds ......................................................... 65 ARTICLE VIII. SECURITY FOR AND INVESTMENT OR DEPOSIT OF FUNDS ............... 65 Section 8.01. Deposits and Security Therefor ....................................................................... 65 Section 8.02. Investment or Deposit of Funds ....................................................................... 65 ARTICLE IX. REDEMPTION OF BONDS ................................................................................ 66 Section 9.01. Bonds Subject to Redemption. ........................................................................ 66 Section 9.02. Selection of Bonds to be Called for Redemption ............................................ 67 DMWEST #16808481 v7 iii Section 9.03. Notice of Redemption ...................................................................................... 68 Section 9.04. Payment of Redemption Price ......................................................................... 68 Section 9.05. Bonds Redeemed in Part .................................................................................. 69 Section 9.06. Bond Redemption Fund for Refunding Issues ................................................. 69 ARTICLE X. EVENTS OF DEFAULT AND REMEDIES ........................................................ 69 Section 10.01. Events of Default Defined ............................................................................. 69 Section 10.02. Acceleration and Annulment Thereof ........................................................... 70 Section 10.03. Legal Proceedings by Trustee ........................................................................ 70 Section 10.04. Discontinuance of Proceedings by Trustee .................................................... 71 Section 10.05. Bondholders May Direct Proceedings ........................................................... 71 Section 10.06. Limitations on Actions by Bondholders ........................................................ 71 Section 10.07. Trustee May Enforce Rights Without Possession of Bonds .......................... 72 Section 10.08. Delays and Omissions Not to Impair Rights ................................................. 72 Section 10.09. Application of Moneys in Event of Default .................................................. 72 Section 10.10. Trustee and Bondholders Entitled to All Remedies; Remedies Not Exclusive ................................................................................................... 73 Section 10.11. Trustee’s Right to Receiver ........................................................................... 73 Section 10.12. Bankruptcy Proceedings ................................................................................ 74 Section 10.13. Certain Additional Provisions With Respect to Bondholder Remedies, Receipt of Notice and Other Matters. ....................................................... 74 ARTICLE XI. THE TRUSTEE .................................................................................................... 74 Section 11.01. Acceptance of Trust ....................................................................................... 74 Section 11.02. No Responsibility for Recitals, Etc. .............................................................. 74 Section 11.03. Trustee May Act Through Agents; Answerable Only for Willful Misconduct or Negligence ........................................................................ 75 Section 11.04. Compensation and Indemnity ........................................................................ 75 Section 11.05. Notice of Default; Right to Investigate .......................................................... 75 Section 11.06. Obligation to Act on Defaults ........................................................................ 76 Section 11.07. Provision of Monthly Fund Statements ......................................................... 76 Section 11.08. Reliance on Requisition, Counsel, Etc. ......................................................... 76 Section 11.09. Trustee May Own Bonds ............................................................................... 76 Section 11.10. Construction of Ambiguous Provisions ......................................................... 76 Section 11.11. Resignation of Trustee ................................................................................... 77 Section 11.12. Removal of Trustee ........................................................................................ 77 Section 11.13. Appointment of Successor Trustee ................................................................ 77 Section 11.14. Qualification of Successor ............................................................................. 77 Section 11.15. Instruments of Succession ............................................................................. 77 Section 11.16. Merger of Trustee .......................................................................................... 78 Section 11.17. Appointment of Co-Trustee ........................................................................... 78 Section 11.18. Intervention by Trustee .................................................................................. 79 Section 11.19. Recording and Filing ..................................................................................... 79 ARTICLE XII. ACTS OF BONDHOLDERS: EVIDENCE OF OWNERSHIP OF BONDS ............................................................................................................................. 80 Section 12.01. Acts of Bondholders; Evidence of Ownership .............................................. 80 DMWEST #16808481 v7 iv ARTICLE XIII. AMENDMENTS AND SUPPLEMENTS ......................................................... 80 Section 13.01. Amendments and Supplements Without Bondholders’ Consent................... 80 Section 13.02. Amendments With Bondholders’ Consent .................................................... 81 Section 13.03. Amendment of Deed of Trust and Project Agreements................................. 82 Section 13.04. Trustee Authorized to Join in Amendments and Supplements; Reliance on Counsel ................................................................................. 82 ARTICLE XIV. DEFEASANCE.................................................................................................. 82 Section 14.01. Defeasance ..................................................................................................... 82 Section 14.02. County’s Rights ............................................................................................. 83 ARTICLE XV. MISCELLANEOUS PROVISIONS ................................................................... 85 Section 15.01. Deposit of Funds for Payment of Bonds ........................................................ 85 Section 15.02. Illegal, etc. Provisions Disregarded ............................................................... 85 Section 15.03. Notices to Trustee and Corporation ............................................................... 85 Section 15.04. No Rights Conferred on Others ..................................................................... 86 Section 15.05. Successors and Assigns ................................................................................. 86 Section 15.06. Headings for Convenience Only .................................................................... 86 Section 15.07. Counterparts ................................................................................................... 86 Section 15.08. Payments Due On Saturdays, Sundays and Holidays .................................... 86 Section 15.09. Applicable Law .............................................................................................. 87 Section 15.10. No Recourse against Officers and Agents ..................................................... 87 Section 15.11. Conclusive Recital ......................................................................................... 87 Section 15.12. Limitation of Actions ..................................................................................... 87 Section 15.13. Electronic Storage .......................................................................................... 87 EXHIBIT A-1 SPECIMEN SERIES 2011A BOND ..................................................................... 1 FORM OF SERIES 2017[A][B] BOND ........................................................................................ 2 EXHIBIT B DESCRIPTION OF PROJECT SITE ....................................................................... 1 EXHIBIT C CONSTRUCTION FUND DISBURSEMENT REQUEST ..................................... 1 DMWEST #16808481 v7 AMENDED AND RESTATED TRUST INDENTURE dated as of __________, 2017, between EAGLE COUNTY AIR TERMINAL CORPORATION (the “Corporation”), a nonprofit corporation organized under the laws of the State of Colorado, and UMB BANK, n.a. (as successor trustee to Wells Fargo Bank, National Association), a national banking association duly organized under the laws of the United States of America, as trustee (the “Trustee”) amends and restates in its entirety that certain Trust Indenture dated as of June 1, 1996 between the Corporation and Colorado National Bank (the “1996 Indenture”), as supplemented and amended by a First Supplemental Trust Indenture dated as of June 1, 2001 between the Corporation and U.S. Bank National Association, a Second Supplemental Trust Indenture dated as of June 1, 2006 between the Corporation and U.S. Bank National Association and a Third Supplemental Trust Indenture dated as of June 1, 2011 between the Corporation and Wells Fargo Bank, National Association (collectively with the 1996 Indenture, the “Original Indenture”). RECITALS A. Capitalized terms used and not defined in these Recitals shall have the meanings assigned to them in Article I hereof. B. The Corporation has been duly organized pursuant to the provisions of the Colorado Nonprofit Corporation Act, appearing as articles 20 through 29 of title 7, Colorado Revised Statutes, as amended (the “Act”), and is authorized to acquire interests in real property in furtherance of the interests of Eagle County, Colorado (the “County”) and its inhabitants. C. The Corporation is authorized to borrow money and issue bonds and other obligations, and to secure such obligations by mortgage or pledge of all or any part of its property interests and income. D. Pursuant to the Original Indenture, the Corporation has issued its (i) Airport Terminal Project Revenue Bonds, Series 1996 (the “Series 1996 Bonds”), (ii) Airport Terminal Project Revenue Bonds, Series 2001A (the “Series 2001A Bonds”) and Taxable Airport Terminal Project Revenue Bonds, Series 2001B (the “Series 2001B Bonds” and collectively with the Series 2001A Bonds, the “Series 2001 Bonds”), (iii) its Airport Terminal Project Revenue Refunding Bonds, Series 2006A (the “Series 2006A Bonds”), which refunded the Series 1996 Bonds, and its Airport Terminal Project Revenue Improvement Bonds, Series 2006B (the “Series 2006B Bonds” and collectively with the Series 2006A Bonds, the “Series 2006 Bonds”), and (iv) its Airport Terminal Project Revenue Refunding Bonds, Series 2011A (the “Series 2011A Bonds”), which refunded the Series 2001A Bonds, and its Taxable Airport Terminal Project Revenue Refunding Bonds, Series 2011B (the “Series 2011B Bonds” and collectively with the Series 1996 Bonds, the Series 2001 Bonds, the Series 2006 Bonds and the Series 2011A Bonds, the “Prior Bonds”), which refunded the Series 2001B Bonds. E. The Prior Bonds financed and refinanced the costs of the acquisition and construction of real and personal property, buildings and improvements, including all other work in connection therewith, to provide certain airport terminal facilities and related support facilities at the Airport (the “Original Terminal Project”), a de-icing facility used in connection with certain operations at the Airport, certain access road improvements, and acquisition of land used for expansion of Airport access roads (collectively, the “Original Projects”). DMWEST #16808481 v7 2 F. The Original Indenture provides for the issuance of Additional Bonds secured on a parity with the Prior Bonds, upon satisfaction of the requirements of the Original Indenture. G. To provide the funds needed to refinance a portion of the costs of the Original Project by refunding the Series 2006B Bonds, the Board of the Corporation has authorized the issuance of $[Par Amount] aggregate principal amount of its Airport Terminal Project Revenue Refunding Bonds, Series 2017A (the “Series 2017A Bonds”) as provided in this Indenture, and has authorized a Refunding Agreement dated as of _________, 2017 (the “Refunding Agreement”) between the Corporation and the Trustee. H. To provide the funds needed to finance the costs of the acquisition and construction of real and personal property, buildings and improvements, including all other work in connection therewith, relating to the redesign and expansion of the Original Terminal Project (as more particularly defined herein, the “Terminal Expansion Project”), the Board of the Corporation has authorized the issuance of $[Par Amount] aggregate principal amount of its Airport Terminal Project Revenue Improvement Bonds, Series 2017B (the “Series 2017B Bonds” and collectively with the Series 2017A Bonds, the “Series 2017 Bonds”), as provided in this Indenture. I. The Series 2017 Bonds are to be issued on a parity (except with respect to the pledge of the PFC Revenue) for purposes of this Indenture, with the Series 2011A Bonds which is the only Prior Bonds that will continue to be Outstanding following the issuance of the Series 2017 Bonds. J. In connection with the Prior Bonds and the Series 2017 Bonds the Corporation and the County entered into the Project Agreements. K. The Corporation and the Trustee are entering into this Indenture pursuant to Section 13.02 of the Original Indenture for the purpose of amending and restating all of the provisions contained in the Original Indenture and authorizing the issuance of the Series 2017 Bonds, and this Indenture shall constitute the supplemental indenture for purposes of the Original Indenture. L. As required by Section 13.02 of the Original Indenture, the County has provided its prior written consent to the amendment and restatement of the Original Indenture pursuant to this Indenture. M. By their purchase and acceptance of the Series 2017 Bonds, the Owners of the Series 2017 Bonds shall be deemed to have irrevocably consented to, and agreed to be bound by, the amendment and restatement of the Original Indenture contained herein and such consent of owners of the Series 2017 Bonds shall be counted in full toward the satisfaction of the requirement of Section 13.02 that at least 66 2/3% in prinicpal amount of the Outstanding Bonds consent to an amendment or supplement of the Original Indenture. N. The Series 2017A Bonds are being issued pursuant to Section 3.04 of the 1996 Indenture and shall constitute Refunding Bonds for purposes of the Original Indenture and the Series 2017B Bonds are being issued pursuant to Section 3.03 of the Original Indenture and shall constitute Additional Bonds for purposes of the Original Indenture. DMWEST #16808481 v7 3 O. All Bonds issued under the Indenture are issued solely on behalf of the County, and pursuant to the Project Agreements, the Corporation has provided that upon discharge of the applicable series of Bonds, unencumbered fee title to the related portion of the Project will vest solely in the County. P. The execution and delivery of the Series 2017 Bonds and of this Indenture have been duly authorized by a resolution duly adopted by the Board of the Corporation, have been consented to by the County in accordance with the requirements of the Project Agreements, and all things necessary to make the Series 2017 Bonds, when executed by the Corporation and authenticated and delivered by the Trustee, valid and binding legal obligations of the Corporation and to make this Indenture a valid and binding agreement have been done. NOW, THEREFORE, THIS INDENTURE WITNESSETH, that, in consideration of the premises and the mutual covenants herein contained, and for other good and valuable consideration, the receipt of which is hereby acknowledged, for the benefit of the Owners and in order to secure (to the extent provided in this Indenture) the payment of principal or redemption price (as the case may be) in respect of all Bonds issued and Outstanding under this Indenture, the Corporation does hereby sell, assign, transfer, set over and pledge unto, and grant a security interest to, UMB Bank, n.a., Denver, Colorado, Trustee, its successors in the trust and its assigns forever, all and singular the following described property and income (collectively, the “Trust Estate”): Granting Clause First. All Funds and accounts created under this Indenture except the Excess Investment Earnings Fund and the Subordinate Bond Fund; provided that the moneys held in such Funds and accounts are to be used only for the purposes and in accordance with the instructions and provisions set forth in this Indenture. Granting Clause Second. All right, title and interest of the Corporation in the Project Revenues. Granting Clause Third. All right, title and interest of the Corporation in the Ground Lease, the Project Agreements and the Terminal Agreements, as defined hereinafter. Granting Clause Fourth. To the extent not otherwise within the scope of Granting Clause First, Second and Third, all accounts, general intangibles, contract rights, documents, chattel paper and instruments (all as defined in Article 9 of the Colorado Uniform Commercial Code), equipment, inventory, choses in action, goodwill, leases, licenses, software programs, accounting and bookkeeping records related to the Project, together with proceeds of the foregoing. Granting Clause Fifth. Any and all other interests in real and personal property of every name and nature granted to the Trustee within the Deed of Trust until the Deed of Trust Termination Date and from time to time hereafter granted to the Trustee by delivery or by writing of any kind specifically mortgaged, pledged or hypothecated as and for additional security hereunder by the Corporation or by anyone in its behalf or with its written consent in favor of the Trustee, which is hereby authorized to receive any and all such property at any and all times and to hold and apply the same subject to the terms hereof. DMWEST #16808481 v7 4 TO HAVE AND TO HOLD in trust, nevertheless, for the equal and ratable benefit and security of all present and future owners of the Bonds issued and Additional Bonds to be issued under this Indenture, without preference, priority or distinction as to lien or otherwise, of any one Bond over any other Bond, but with such preferences, privileges, priorities and distinctions among the PFC Eligible Bonds and other Bonds as are herein set forth, all upon the terms and subject to the conditions hereinafter set forth. PROVIDED, HOWEVER, that if the Corporation, its successors, or assigns, shall well and truly pay, or cause to be paid, the principal of, premium if any, and interest on the Bonds at the times and in the manner provided in the Bonds, according to the true intent and meaning thereof; or shall provide, as permitted hereby and in accordance herewith, for the payment thereof by depositing with the Trustee or placing in escrow and in trust the entire amount due or to become due thereon, or certain securities as herein permitted, and 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 observed by it, and shall pay or cause to be paid to the Trustee all sums of money due or to become due to it in accordance with the terms and provisions hereof, then upon such final payments 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; THIS INDENTURE FURTHER WITNESSETH and it is expressly declared, that all Bonds issued and secured hereunder are to be issued, authenticated, and delivered, and all said moneys, securities, revenues, receipts, and funds hereby pledged and assigned are to be dealt with and disposed of under, upon, and subject to the terms, conditions, stipulations, covenants, agreements, trusts, uses, and purposes as hereinafter expressed, and the Issuer has agreed and covenanted, and does hereby agree and covenant, with the Trustee and with the respective Owners, from time to time, of the Bonds as follows: ARTICLE I. DEFINITIONS AND REPRESENTATIONS OF THE CORPORATION Section 1.01. Definitions In this Indenture and any indenture supplemental hereto (except as otherwise expressly provided or unless the context otherwise requires) the singular includes the plural, the masculine includes the feminine, and the following terms shall have the meanings specified in this Article, unless the context otherwise requires: “2017 Refunding Agreement” means Refunding Agreement dated as of ________, 2017 between the Corporation and the Trustee with respect to the refunding of the Series 2006B Bonds with proceeds of the Series 2017A Bonds. “Accountant” means an independent certified public accountant or firm of such accountants duly licensed to practice and practicing as such under the laws of any state of the United States or of the District of Columbia acceptable to the Trustee. “Additional Bonds” means Additional Bonds issued and secured under this Indenture as provided in Sections 3.03 and 3.04. Additional Bonds do not include Subordinate DMWEST #16808481 v7 5 Bonds or Indebtedness owing to the County resulting from the exercise by the County of its rights provided in Section 10.02. “Airport” means the Eagle County Regional Airport located in Eagle County, Colorado. “Airport Consultant” means an independent airport management consultant or airport management consulting firm, as from time to time appointed by the Corporation or the County: (a) who has a wide and favorable reputation for special skill and knowledge in methods of the development, operation, and management of airports and airport facilities; but (b) who is not in the regular employ or control of the Corporation or the County; provided that the Airport Consultant may serve in a similar capacity under contract with the County. “Ancillary Income” means income derived at the Project from vending machine operations, locker rentals, and other cash collections not exceeding $500 per month. “Annual Debt Service Requirement” as to a series of Bonds, for any Bond Year or twelve-month period, means the amount required to be paid in such Bond Year or twelve- month period by the Corporation for payment of principal of and interest on such Bonds. “Authorized Representative” means (i) with respect to the Corporation, the President, any Vice President or any other Person designated in writing signed by the President or any Vice President to act on behalf of the Corporation; and (ii) with respect to the Consulting Engineer, any party designated in writing by the Consulting Engineer to act for and on behalf of the Consulting Engineer. The specimen signature of the Person or Persons designated as Authorized Representative of the Corporation and the Consulting Engineer shall be contained in or be attached to such designating instrument and such designation shall be furnished to each of the Trustee and the Corporation. The designation of an Authorized Representative shall remain effective until a new written instrument is filed with or actual notice is given to the Corporation and the Trustee that such designation has been revoked. “Beneficial Owner” is defined in Section 2.03 when the Bonds are in the Book-Entry System and otherwise means the Bondholder. “Bondholder” or “Owner of Bonds” means the registered owner of any Bond. “Bond Counsel” means counsel of national recognition in the field of tax-exempt obligations and public finance acceptable to the Trustee and the Corporation. “Bond Fund” means the trust account of that name created pursuant to Section 4.02 hereof. DMWEST #16808481 v7 6 “Bond Register” and “Bond Registrar” have the respective meanings specified in Section 2.03 hereof. “Bond Year” means, with respect to the Series 2011A Bonds and the Series 2017 Bonds, the period commencing May 1 of each calendar year and ending on April 30 of the next calendar year, and with respect to any series of Additional Bonds, each one-year period that ends on the day selected by the Corporation, or if no day is selected before the earlier of the final maturity date of the series of Additional Bonds or the date that is five years after the issue date of the series of Additional Bonds, the Bond Year ends on each anniversary of the issue date of the series of Additional Bonds and the final maturity date of the series of Additional Bonds; provided that the first such Bond Year as to any series shall commence on the date of the issuance of the Additional Bonds of such series. “Bonds” means the Series 2011A Bonds, the Series 2017 Bonds and any Additional Bonds in the form of bonds, notes, commercial paper, or other securities issued by the Corporation pursuant to the provisions of this Indenture which are payable from the Net Revenues of the Project and which payment is secured by a pledge of and lien on such Net Revenues, including without limitation Refunding Bonds and Variable Rate Bonds; but the term does not include any Special Facilities Bonds or Subordinate Bonds. “Book-Entry System” means the system maintained by the Depository and described in Section 2.03. “Buildings” means the buildings, improvements and fixtures and all other facilities forming a part of the Project, and not constituting Project Equipment, which are now located on the Project Site, which, in connection with the issuance of a series of Bonds to finance the construction of a Project Addition, are required by Article V hereof to be constructed on the Project Site in accordance with the Plans, or which, from time to time, may hereinafter be constructed on the Project Site. “Business Day” means a day which is not (a) a Saturday, Sunday or legal holiday on which banking institutions in (i) the State, or (ii) in any of the cities in which the principal offices of the Trustee is located are authorized or required by law to close or (b) a day on which the New York Stock Exchange is closed. “Calculation Date” means the first day of each Bond Year and the date of the final payment of the Tax-Exempt Bonds. “Capital Fund” means the trust account by that name created pursuant to Section 4.02. “Capitalized Interest Account” means the trust account of that name within the Construction Fund created pursuant to Section 4.02. “Capitalized Interest Amount” means the amount designated as such in a supplemental indenture with respect to a series of Additional Bonds. DMWEST #16808481 v7 7 “Cede” means Cede & Co., the nominee of DTC as record owner of a series of Bonds which are registered in the name of Cede & Co., or any successor nominee of DTC with respect to such series of Bonds. “Certificate of Final Acceptance” means the certificate delivered to the Trustee by an Authorized Representative of the Corporation upon completion and final acceptance of the Project Addition pursuant to the Construction Contract stating that it is being given without prejudice to any rights of any party against third parties which exist at the date of such certificate or which may subsequently come into being. “Closing Date” means, with respect to a series of Bonds, the date of their original issuance and delivery. “Code” means the Internal Revenue Code of 1986, as amended from time to time. References to the Code and Sections of the Code include relevant applicable regulations and proposed regulations thereunder and under the Internal Revenue Code of 1954, as amended to the date of enactment of the Tax Reform Act of 1986, and any successor provisions to those Sections, regulations or proposed regulations and, in addition, include all revenue rulings, announcements, notices, procedures and judicial determinations under the foregoing applicable to the Bonds. “Completion Date” means the date on which the Trustee makes the final disbursement from the Construction Fund pursuant to this Indenture of amounts funded with a series of Bonds, following the delivery by the Corporation to the Trustee of the items, documents, and instruments required by this Indenture, including, without limitation, Sections 4.07(d) and 4.08(c) hereof. “Construction Certificate” means the certificate of the Construction Manager submitted with each Construction Fund Disbursement Request as provided in Exhibit C attached to this Indenture. “Construction Contract” means, with respect to the Terminal Expansion Project, the construction contract between the Corporation and the Construction Manager pursuant to which the Terminal Expansion Project is to be constructed and, with respect to any other portion of the Project, any other construction contract(s) between the Corporation and the Construction Manager for such portion of the Project pursuant to which such portion of the Project is to be constructed. “Construction Fund” means the trust account of that name created pursuant to Section 4.02. “Construction Fund Disbursement Request” means a request of the Corporation for disbursements from the Construction Fund pursuant to this Indenture and prepared in accordance with the form of Construction Fund Disbursement Request attached as Exhibit C hereto. DMWEST #16808481 v7 8 “Construction Period” means, with respect to any Project Addition, the period of time from and including the Closing Date of a series of Bonds to finance such Project Addition, through and including the Completion Date of such Project Addition. “Construction Manager” means, with respect to the Terminal Expansion Project, Hensel Phelps Construction Co., a Delaware general partnership and its successors, and with respect to other portions of the Project, such other Person as may be designated in a supplemental indenture relating to such portion of the Project or in a certificate provided by the Corporation to the Trustee. “Consulting Engineer” means any registered or licensed professional engineer, any firm of such engineers, any licensed professional architect, or any firm of such architects, as from time to time appointed by the Corporation: (a) who has a wide and favorable reputation for skill and experience in the field of designing, preparing plans and specifications for, and supervising construction of, airports and airport facilities; (b) who is entitled to practice and is practicing as such under the laws of the State; but (c) who is Independent with respect to the Corporation and the County and is not in the regular control or employ of the Corporation or the County. “Cost of Issuance Fund” means the fund by such name created pursuant to Section 4.02. “Cost of Construction” shall mean the Costs listed in Section 5.09. “Credit Facility” means any letter of credit, policy of bond insurance, surety bonds, guarantee or similar instrument issued by a financial, insurance or other institution, which at the time of delivery to the Trustee is rated in one of the two highest rating categories by Fitch, Moody’s, or S&P or either of their successors. “De-Icing Facility/Road Improvements Project Agreement” means the Eagle County Airport Terminal Facilities Project, 2006 Project Agreement dated as of June 1, 2006, as amended by the First Amendment dated as of _____, 2017, between the Corporation and the County in connection with a de-icing facility and road improvements financed with the proceeds of the Series 2006B Bonds, as it may be further amended or supplemented from time to time. “Debt Service” as to a series of Bonds means the scheduled amount of interest and amortization of principal payable on Outstanding Bonds of such series during the period of computation, including any mandatory sinking fund redemption. Payments required for any Bonds which may be tendered or otherwise presented for payment at the option or demand of the owners thereof, or which may otherwise become due by reason of any other circumstance which will not, with certainty, occur during such period, shall not be included in any computation of Debt Service prior to the stated or theretofore extended maturity or otherwise certain due dates thereof, and all such payments shall be deemed to be required on such stated or theretofore DMWEST #16808481 v7 9 extended maturity dates or otherwise certain due dates. Except for any historical period for which the actual rate or rates are determinable and except as otherwise provided herein, Variable Rate Bonds which bear interest at a variable rate, shall be deemed to bear interest at a fixed annual rate equal to the prevailing rate of such Variable Rate Bonds on the date of computation; provided that in any computation (a) of the Debt Service Reserve Fund Requirement; (b) relating to the issuance of Additional Bonds required by Section 3.03; or (c) required by the rate maintenance covenant of Section 5.03, Variable Rate Bonds shall be deemed to bear interest at a fixed annual rate equal to (x) the average of the daily rates of such Bonds during the 365 consecutive days (or any lesser period during which such Bonds have been Outstanding) next preceding the date of computation; or (y) with respect to any Variable Rate Bonds which are being issued on the date of computation, the initial rate of such Bonds upon issuance. Further, in any computation relating to the issuance of Additional Bonds required by Section 3.03 and any computation required by the rate maintenance covenant in Section 5.03, there shall be excluded from the computation of Debt Service amounts which are irrevocably committed to make such payments during such period, including without limitation any amounts in an escrow account and any capitalized interest amount. “Debt Service Coverage Ratio” as to one or more series of Bonds means, as to any Fiscal Year, the ratio of (a) Net Revenues for such Fiscal Year, together with Other Available Funds and investment earnings on the Debt Service Reserve Fund for such Fiscal Year, and less Excess PFC Revenue for such Fiscal Year, to (b) Maximum Annual Debt Service Requirement for Bonds of such series. “Debt Service Reserve Fund” means the trust account of that name created pursuant to Section 4.02. “Debt Service Reserve Fund Requirement” means an amount, computed at the time of issuance of each series of Bonds, equal to the least of (a) 10% of the outstanding principal amount of the Bonds and any Additional Bonds proposed to be issued, (b) the Maximum Annual Debt Service of the Bonds and any Additional Bonds proposed to be issued, or (c) 125% of the average annual Debt Service of the Bonds and any Additional Bonds proposed to be issued. “Deed of Trust” means, the Leasehold Deed of Trust, Security Agreement and Financing Statement dated as of June 1, 1996, recorded in the Eagle County Clerk and Recorder’s Office on July 9, 1996, at Reception Number 595458 in Book 699, Page 468, as supplemented by the First Supplemental Leasehold Deed of Trust dated as of June 1, 2001, the Second Supplemental Leasehold Deed of Trust dated as of June 1, 2006, the Third Supplemental Leasehold Deed of Trust dated as of April 30, 2007, the Fourth Supplemental Leasehold Deed of Trust dated as of June 1, 2011, and the Fifth Supplemental Leasehold Deed of Trust dated as of ______, 2017, as it may be further amended and supplemented from time to time, each from the Corporation to the Public Trustee for Eagle County, Colorado, for the benefit of the Trustee, securing the payments on the Bonds until the Deed of Trust Termination Date. “Deed of Trust Termination Date” means the date on which the Deed of Trust is fully released and discharged as evidenced by a recorded copy of an executed Request for Full Release of Deed of Trust and Release, which shall be no earlier than the date on which the Series DMWEST #16808481 v7 10 2011A Bonds are paid in full (either upon final maturity, prior redemption, or otherwise) and are no longer Outstanding pursuant to the terms of the Indenture. “Depository” means any securities depository as the Corporation may provide and appoint, in accordance with the guidelines of the Securities and Exchange Commission, which shall act as securities depository for the Bonds. “DTC” means the Depository Trust Company, New York, New York, and its successors and assigns. “Electronic Notice” means a notice transmitted through email, facsimile or other similar electronic means of communication providing evidence of transmission, including a telephone communication confirmed by any other method set forth in this definition. “Event of Default” means any of the events described in Section 10.01. “Excess Investment Earnings” means, with respect to an issue of Bonds, the amount described in Section 148(f)(2) of the Code. “Excess Investment Earnings Fund” means the trust account of that name created by Section 4.02. “Excess PFC Revenue” means, with respect to each Fiscal Year, the difference, if any, between the amount of PFC Revenue deposited with the Trustee during such year and that portion of Debt Service due in such year with respect to the PFC Eligible Bonds that is eligible to be paid from the PFC Revenue. “FAA” means the Federal Aviation Administration in the United States Department of Transportation, and any successor body. “FBO Terminal” means the existing passenger terminal at the Airport currently owned and operated by Vail Valley Jet Center, LLC, a Colorado limited liability company, or any successor or assign, together with business operations thereof and any facilities serving as a replacement thereof in connection with the operation of the Airport. “Fiscal Year” means each calendar year. “Fitch” means Fitch, Inc., a corporation organized and existing under the laws of the State of New York, and its successors and assigns. “Funds” means the Construction Fund, the Bond Fund, the Operating Fund, the Debt Service Reserve Fund, the Revenue Fund, the Capital Fund and the Excess Investment Earnings Fund, and the accounts, if any, established therein. “Governmental Obligations” means (a) direct obligations of the United States of America and (b) obligations unconditionally guaranteed as to full and timely payment by the United States of America. DMWEST #16808481 v7 11 “Ground Lease” means collectively, (i) Second Restated Ground Lease between the County and the Corporation dated December 16, 1996 recorded on the records of the Eagle County Clerk and Recorder under reception No. 610350, as amended by the First Supplemental Ground Lease dated as of June 1, 2001 recorded on the records of the Eagle County Clerk and Recorder under reception No. 759557, the Second Supplemental Ground Lease dated October 26, 2004 recorded on the records of the Eagle County Clerk and Recorder under reception No. 896128, as further amended or supplemented, the Third Supplemental Ground Lease dated as of __________, 2017 recorded on the records of the Eagle County Clerk and Recorder under reception No. _______ (ii) De-Icing Facility Ground Lease between the County and the Corporation dated as of June 1, 2006 recorded on the records of the Eagle County Clerk and Recorder under reception No. 200617625, and the First Supplemental De-Icing Facility Ground Lease dated as of __________, 2017 recorded on the records of Eagle County Clerk and Recorder under reception No. ________, as amended or supplemented. “Historic Debt Service Coverage Ratio” means, as of any date of calculation, the ratio derived by dividing (a) the Net Revenues for the immediately preceding Fiscal Year, less any Excess PFC Revenue for such year by (b) the Debt Service due in such Fiscal Year. “Indebtedness” means with respect to facilities of the Corporation, (a) all liabilities for borrowed money; and (b) the present value of all payments due under any lease or under any other arrangement for retention of title (discounted in accordance with generally accepted accounting principles) if such lease or other arrangement is in substance (i) a financing lease (including any lease under which the Corporation has or will have an option to purchase the property subject thereto at a nominal amount or an amount less than a reasonable estimate of the fair market value of such property at the date of such purchase or the term of which approximates or exceeds the estimated useful life of the property subject thereto), (ii) an arrangement for the retention of title for security purposes, or (iii) an installment purchase. “Indenture” means this Trust Indenture as amended or supplemented at the time in question. “Independent” means, with respect to any Person, one that is not and does not have a partner, director, officer, member or substantial stockholder (each, a “controlling person”) who is a member of the Board of the Corporation, or an officer or employee of the Corporation. A Person who is or has a controlling Person who is an officer or member of the Board of the Corporation (but not an employee thereof) may nevertheless be deemed Independent, if notice thereof is given to the holders of the Bonds. “Insurance Consultant” means an Independent insurance consultant or agency selected by the Corporation, who is licensed as such under the laws of the State and who or which is not a full-time employee of the Corporation. “Interest Account” means the trust account of that name within the Bond Fund created under Section 4.02. DMWEST #16808481 v7 12 “Interest Payment Date,” in respect of a particular series of Bonds, means the date when an installment of interest on the Bonds of such series is due pursuant to the terms of this Indenture or any supplemental indenture. “Issuance Costs” means with respect to a series of Bonds, all costs incurred in the process of issuing a series of Bonds including, but not limited to, the costs and fees of the Corporation, the County, the Underwriters, and the Trustee and each of their counsel, Bond Counsel, title insurance fees, the recording fees, appraisal, survey and accountants’ fees, rating agency’s fees, fees of an Airport Consultant, printing costs of the Series of Bonds and of any offering document, publication costs associated with the financing proceedings, and costs of engineering and feasibility studies necessary to the issuance of a series of Bonds. “Majority Interest” means (i) the Bondholders of at least 51% in aggregate principal amount of the Bonds Outstanding and (ii) the County, if the County has advanced in excess of $10,000 pursuant to its rights to cure under Section 10.02 hereof. “Maximum Annual Debt Service” as to one or more series of Bonds means the maximum aggregate amount of Debt Service (excluding redemption premiums, if any) due on such Bonds in any Bond Year or twelve-month period beginning with the Bond Year or twelve- month period with respect to which the Debt Service of the relevant Bonds is being computed and ending with the Bond Year or twelve-month period in which the last of the Debt Service of the relevant Bonds is payable. “Minimum Capital Fund Balance” shall mean the amount of $346,000 or such greater amount as shall be specified in any supplemental indenture in connection with the issuance of Additional Bonds. “Minimum Operation and Maintenance Reserve” means an amount equal to $250,000 or such greater amount as shall be specified in any supplemental indenture in connection with the issuance of Additional Bonds. “Monthly Payments” as to a series of Bonds means monthly payments to be made from time to time by the Corporation pursuant to the Indenture in an amount equal to the sum of (i) the quotient obtained by dividing the amount of principal of such Bonds due and payable on the next succeeding payment date for principal (whether at their stated maturities or by mandatory sinking fund redemption) by six (6) with respect to the period from November 1, 2017 through April 1, 2018, and by twelve (12) with respect to any period thereafter, less with respect to the PFC Eligible Bonds, any amounts reasonably expected to be available in the PFC Account for such payment of principal, and (ii) the quotients obtained by dividing the interest on such Bonds due and payable on the next succeeding Interest Payment Date by six (6), less (A) with respect to the PFC Interest Eligible Bonds, any amounts reasonably expected to be available in the PFC Account for such payment of interest and (B) any deposits from the capitalized interest. “Moody’s” means Moody’s Investors Service, Inc., a corporation organized and existing under the laws of the State of Delaware, and its successors and assigns. DMWEST #16808481 v7 13 “Net Loss Proceeds” means with respect to any insurance payment or condemnation award or sale to a potentially taking governmental authority under threat of condemnation, the amount remaining therefrom after payment of all expenses (including attorneys’ fees and any extraordinary fee or expense of the Trustee) incurred in the collection thereof. “Net Revenues” means the Project Revenues remaining after the deduction of Operation and Maintenance Expenses. “Net Rent Lease” means a lease of facilities relating to the Project or Special Facilities entered into by the Corporation pursuant to which the lessee or licensee agrees to pay to the Corporation rentals during the term thereof, and to pay in addition all operation and maintenance expenses relating to the leased facilities, including, without limitation, maintenance costs, insurance, and all property taxes and assessments now or hereafter lawfully levied. “Operating Budget” means the Corporation’s budget for Operation and Maintenance Expenses filed annually and any amendments thereto, all in accordance with Section 5.18. “Operating Fund” means the trust account of that name created pursuant to Section 4.02. “Operation and Maintenance Expenses” means such reasonable and necessary current expenses of the Corporation, paid or accrued, for operation, maintenance and repair of the Project as may be determined by the Corporation, and the term may include, except as limited by contract or otherwise limited by law, without limiting the generality of the foregoing: (1) legal and overhead expenses of the Corporation directly related or reasonably allocable to the administration, operation and maintenance of the Project; (2) fidelity bond and property and liability insurance premiums relating to the Project or a reasonably allocable share of a premium of any blanket bond or policy pertaining to the Project; (3) contractual services, rating agency’s fees, Airport Consultant fees, engineering, architectural, and other professional services, management fees, salaries, benefits, administrative expenses, costs of materials, supplied and repairs, and costs of labor, directly relating or reasonably allocable to the Project or the Bonds; (4) the costs incurred in the collection of all or any part of the Project Revenues; (5) any costs of utility services furnished to the Project; and (6) payments of taxes, payments in lieu of taxes, assessments imposed by any governmental unit or public corporation, or any monthly deposits to an escrow established for any such purposes. DMWEST #16808481 v7 14 “Operation and Maintenance Expenses” does not include: (a) any costs of Project renewals or replacements, Project Additions, major repairs, reconstruction, improvements, extensions, or betterments; (b) any allowance for depreciation; (c) any accumulation of reserves for capital replacements; (d) any reserves for operation, maintenance, or repair of the Project; (e) any allowance for the redemption of the Bonds, or the payment of any interest thereon; (f) any liabilities incurred in the acquisition or improvement of any properties comprising the Project or any combination thereof; (h) any other type of legal liability not based on contract. “Operation and Maintenance Reserve Account” means the trust account of that name within the Operating Fund created under Section 4.02. “Opinion of Counsel” means a written opinion of Independent legal counsel, who may be counsel to the Corporation or the Trustee. “Other Available Funds” means for any period of calculation the amount determined appropriate by the Corporation to be transferred from the Capital Fund to the Revenue Fund; provided that the Minimum Capital Fund Balance or portion thereof available in the Capital Fund, shall be considered as Other Available Funds without transfer to the Revenue Fund. “Outstanding” in connection with Bonds (or a series of Bonds) means, as of the time in question, all Bonds (or all Bonds of such series) authenticated and delivered under the Indenture, except: (1) Bonds for the payment or redemption of which the necessary amount shall have been or shall concurrently be deposited with the Trustee or for which provision for the payment of which shall have been made in accordance with Article XIV hereof; provided that, if such Bonds are being redeemed prior to maturity, the required notice of redemption shall have been given or provisions satisfactory to the Trustee shall have been made therefor; (2) Bonds in substitution for which other Bonds have been authenticated and delivered pursuant to Article II hereof; and (3) For purposes of any consent or other action to be taken by the owners of a specified percentage of Bonds hereunder, Bonds held by or for the account of DMWEST #16808481 v7 15 the Corporation or any Person controlling, controlled by or under common control with the Corporation. “Participant” means any broker-dealer, bank, or other financial institution from time to time for which DTC or another Depository holds the Bonds. “Paying Agent” means, in respect of a particular series of Bonds, the Person or Persons authorized by the Corporation to pay the principal of (and premium, if any, on), or interest on, such Bonds on behalf of the Corporation. “Payments” means the Monthly Payments and the additional payments payable by the Corporation pursuant to Section 5.04. “Permitted Encumbrances” means this Indenture, the Ground Lease, the Project Agreements and the Deed of Trust, and as of any particular time, (1) liens for taxes and special assessments not then delinquent, or delinquent but being contested by the Corporation in good faith in accordance with this Indenture; (2) utility, access and other easements and rights-of-way, restrictions and exceptions that will not interfere with or impair the operation of the Project (or, if it is not being operated, the operation for which it was designed or last modified) or the Net Revenues; (3) any mechanic’s, laborer’s, materialman’s, supplier’s, or vendor’s, lien or right in respect thereof if payment is not yet due under the contract in question, or if the lien or right is being contested by the Corporation in good faith in accordance with this Indenture; (4) such minor defects, irregularities, encumbrances, easements, rights-of-way and clouds on title as normally exist with respect to properties similar in character to the Project and do not, individually or in the aggregate, materially interfere with or impair Project Revenues or the operation of the Project (or, if it is not being operated, the operation for which it was designed or last modified) the property affected by the Indenture for the purpose for which it was acquired or is held by the Corporation; (5) easements, restrictions and encumbrances shown in Exhibit B to the Deed of Trust; and (6) applicable building and zoning laws, ordinances and state and federal regulations. “Permitted Investments” means any investment or deposit the County is permitted to make under then applicable law. DMWEST #16808481 v7 16 “Person” or “Persons” means an individual, firm, corporation, partnership, company, association, joint stock company, trust, body politic or any other unincorporated organization or any trustee, receiver, assignee, or other similar representative thereof. “PFC Account” means the trust account of that name within the Bond Fund created pursuant to Section 4.02. “PFC Act” means the Aviation Safety and Capacity Expansion Act of 1990 (P.L. 101-508) and 14 CFR Part 158, as each amended from time to time, and any successor provisions. “PFC Backstop Payments” means Project Revenues derived from payments in lieu of passenger facility charges paid under one or more Terminal Agreements with airlines serving the Airport. “PFC Eligible Bonds” means (i) the Series 2011A Bonds, (ii) the Series 2017A Bonds, and (iii) any other series of Bonds issued to finance a component of the Project approved by the FAA for funding with PFC Revenue and which the Corporation, by resolution of the Board of Directors, designated to be PFC Eligible Bonds. The Corporation shall provide prompt written notice to the Trustee when a series of Bonds becomes the PFC Eligible Bonds. Other than the Series 2011A Bonds and the Series 2017A Bonds, the Trustee shall not treat any Bonds as the PFC Eligible Bonds, unless so notified by the Corporation. “PFC Increase Date” means the date of issuance by the FAA of its Final Agency Decision with respect to all then existing open PFC applications (authorizing collection of PFCs and use thereof for the costs of any portion of the Project) permitting collection of PFCs at a level higher than $4.50 per enplaning passenger. “PFC Interest Eligible Bonds” means the PFC Eligible Bonds on which interest may be paid from the PFC Revenue as a result of the FAA Approval of an imposition and use of a passenger facility charge to pay the interest component of a Project financed with the proceeds of such series of Bonds. As of the Closing Date of the Series 2017 Bonds, only the Series 2017A Bonds constitute PFC Interest Eligible Bonds. The Corporation shall provide prompt written notice to the Trustee when a series of Bonds becomes the PFC Interest Eligible Bonds. Other than the Series 2017A Bonds, the Trustee shall not treat any Bonds as the PFC Interest Eligible Bonds, unless so notified by the Corporation. “PFC Interest Subaccount” means the trust account of that name within the PFC Account created pursuant to Section 4.02. “PFC Release Certificate” means written certificate signed by the President of the Corporation certifying that (i) as of the date of such certificate, no Event of Default has occurred and is continuing and, to his or her knowledge there is no event, act or occurrence which, with the giving of notice or the lapse of time (or both), would become an Event of Default, and (ii) based on the Accountant’s calculation made within thirty (30) days from the date of the PFC Release Certificate, each of the Historic Debt Service Coverage Ratio and Projected Debt Service Coverage Ratio is at least 1.30 and attaching such calculation signed by the Accountant. DMWEST #16808481 v7 17 “PFC Revenue” means (i) with respect to the Series 2011A Bonds and the Series 2017A Bonds, revenue derived from passenger facility charges imposed and used for the Project under authority from the FAA pursuant to the PFC Act (net of amounts that collecting air carriers are entitled to retain for collecting, handling and remitting such passenger facility charge), together with any interest earnings thereon, and any PFC Backstop Payments and (ii) with respect to any other series of PFC Eligible Bonds, that portion of revenue derived from passenger facility charges imposed and used for the Project under authority from the FAA pursuant to the PFC Act that the Corporation, by a supplemental indenture or a resolution of the Board of Directors, designates to be pledged to such PFC Eligible Bonds, together with any interest earnings thereon, and any PFC Backstop Payments. The Corporation shall promptly provide a copy of such resolution to the Trustee. “Plans” means the general plans for the construction of the Project, as approved by the Corporation, and filed in the office of the Trustee, together with such modifications thereof and additions thereto as are reasonably determined by the Corporation to be necessary or desirable for the completion of the Project as contemplated by this Indenture, and as are approved by the Construction Manager and the Consulting Engineer, and filed with the Trustee. “Pledged Property” means any property upon which a lien or security interest is granted to the Trustee pursuant to the Deed of Trust or this Indenture. “Principal Account” means the trust account of that name created pursuant to Section 4.02. “Project” means (i) leasehold interests in the Project Site, (ii) a fee title interest in the Road Improvements Site, (iii) the Project Equipment, (iv) a passenger terminal and related parking and roadway facilities to serve the Airport, located on the Project Site, (v) an aircraft de icing facility comprised of a surface area of approximately 122,000 square feet, two concrete pads and a 50,000-gallon underground containment system, (vi) access roads to the Airport and the Road Improvements Site, and (vii) any Project Additions. “Project Addition” means the Terminal Expansion Project and any additions or alterations to the Project or additional facilities to be owned by the Corporation that are financed with Additional Bonds or are otherwise permitted herein. “Project Agreements” means, collectively, the Terminal Building Project Agreement and the De-Icing Facility/Road Improvements Project Agreement. “Project Equipment” means those items of furniture, machinery, equipment or other personal property acquired and installed in connection with the Project or which are acquired or financed in whole or in part with proceeds from the sale of the Bonds and any item of machinery, furniture, equipment or other personal property acquired and installed in substitution or replacement for any of the foregoing, less such furniture, machinery, equipment or other personal property as may be released from this Indenture and the Deed of Trust pursuant to this Indenture or taken by exercise of the power of eminent domain as provided in this Indenture, as such items may at any time exist, but not including any items of furniture, DMWEST #16808481 v7 18 machinery, equipment or other personal property hereafter acquired and installed by the Corporation under the provisions of Section 5.17. “Project Manager” means the County and its successors appointed by the Corporation or the County to manage the Project. “Project Revenues” means (a) all revenues, income, receipts, proceeds and moneys actually received by the Corporation in any period from the Terminal Agreements or otherwise (other than Ancillary Income and proceeds of borrowing and interest earned thereon if and to the extent such proceeds and interest are required to be excluded by the terms of the borrowing), if any, from rates, fees, tolls, rentals and charges or any combination thereof for the services or privileges furnished by, with or from the use of the Project; (b) with respect to the PFC Eligible Bonds, the PFC Revenue; (c) Net Loss Proceeds; and (d) all income or other gain, if any, from any investment of Project Revenues. The term does not include: (a) revenue of the Corporation derived from any Bond proceeds and other moneys (including interest) required to be credited to the Construction Fund or the Debt Service Reserve Fund; (b) any rentals or the revenue, grants, appropriations, or gifts derived by the Corporation directly or indirectly from the United States; (c) except as otherwise provided herein, any revenue derived from any Special Facilities other than ground rentals paid to the Corporation relating to such Special Facilities and any moneys paid to the Corporation in lieu of such ground rentals; and (d) any moneys (including interest) in any escrow or similar account pledged to the payment of any obligations therein specified. “Project Site” means the real estate, located in Eagle County, Colorado and more particularly described in Exhibit B attached hereto, together with additions thereto that are included in any Project acquisitions, additions, expansions, improvements or alterations financed with Additional Bonds or are otherwise permitted herein. “Projected Debt Service Coverage Ratio” means, as of any date of calculation, the ratio derived by dividing (a) the aggregate Project Revenues deposited with the Trustee as of the date of calculation and projected to be deposited with the Trustee during the remaining portion of the then current Fiscal Year, less the Operations and Maintenance Expenses actually paid by the Trustee as of the date of calculation and budgeted to be paid during then current Fiscal Year by (b) the Debt Service coming due in such Fiscal Year less that portion of the Debt Service that is permitted to be paid from the PFC Revenue in such Fiscal Year. For purposes of determining the Project Revenues not yet deposited with the Trustee and Operations and Maintenance Expenses not yet paid as of the date of calculation, the Corporation shall use its budget for the applicable year adopted by its board of directors (as such budget may be revised from time to time pursuant to the procedures established by the Corporation), provided that for purposes of this definition, the Project Revenues, Operations and Maintenance Expenses and the amount of the aggregate Debt Service shall be calculated in accordance with the Indenture. DMWEST #16808481 v7 19 “Qualified Construction Contracts” means (i) the Construction Contract, and (ii) construction contracts with Qualified Contractors for the construction of the Project that provide for a guaranteed maximum price and are in form and substance acceptable to, and approved by, the Consulting Engineer and the Construction Manager. “Qualified Contractors” means the Construction Manager, and any general contractors with whom the Corporation or the Construction Manager has contracted for labor or materials for the construction of the Project that have provided the Trustee copies of (i) a performance bond naming the Corporation and the Trustee as obligees in the full amount of the relevant construction contract, issued by a surety company with a rating of A+ in Best’s Rating Guide and (ii) a payment bond naming the Corporation and the Trustee as obligees in the full amount of the relevant construction contract and in the form that is customary for construction of properties comparable to those comprising the Project, issued by a surety company with a rating of A+ in Best’s Rating Guide; provided however, in lieu of such payment bond, a contractor may substitute an unconditional irrevocable direct pay letter of credit in favor of the Corporation and the Trustee from a financial institution whose unsecured long-term debt is rated A or better by Moody’s, Fitch, or S&P. “Redemption Fund” means the trust account of that name created pursuant to the Refunding Agreement for the purpose of refunding and redeeming the Series 2006B Bonds, which trust account is held by the Trustee. “Refunding Bonds” means any Additional Bonds issued pursuant to Section 3.04 hereof to refund, pay, and discharge any Bonds, Subordinate Bonds, or other securities or obligations. “Regular Record Date” means, in respect of a particular series of Bonds, the fifteenth day (whether or not a Business Day) of the calendar month next preceding each Interest Payment Date. “Revenue Fund” means the trust account of that name created pursuant to Section 4.02. “Road Improvements Site” means the real estate, located in Eagle County, Colorado and more particularly described in Exhibit C attached to this Indenture, together with additions thereto that are included in any Project Additions. “Sinking Fund Account” means the trust account of that name created pursuant to Section 4.02. “S&P” means S&P Global Ratings, a Standard & Poor’s Financial Services LLC business, and its successors and assigns. “Special Facilities” means facilities relating to or used in connection with the Airport, the cost of which is financed with the proceeds of Special Facilities Bonds issued pursuant to Section 3.05. DMWEST #16808481 v7 20 “Special Facilities Bonds” means bonds or other securities to finance the cost of any Special Facilities and which are payable solely from all or a portion of the rentals received pursuant to a Net Rent Lease of such Special Facilities. “Special Record Date” means, in respect of a particular series of Bonds, such date as may be fixed for the payment of defaulted interest in accordance with Section 2.07. “State” means the State of Colorado. “Subordinate Bonds” means bonds or other securities or obligations relating to the Project, payable from Net Revenues, and having a lien thereon subordinate and junior to the lien thereon of Bonds. “Subordinate Bond Fund” means the special and separate account created by Section 4.02. “Supplemental Act” means the Supplemental Public Securities Act constituting Title 11, Part 2, Article 57 of Colorado Revised Statutes. “Tax-Exempt Bonds” means any Bonds the interest on which is excludable from gross income of the holder for purposes of federal income tax. “Term” means the duration of this Indenture, which is from the execution and delivery hereof to the date the Corporation has satisfied all of its obligations under this Indenture, unless sooner terminated in accordance with the provisions hereof. “Terminal Agreements” means any agreement existing from time to time between the Corporation and airlines, concessionaires and other lessees and users of the Project, including, without limitation, terminal building leases with certain signatory airlines and (a) the Parking Facilities Sublease dated as of June 1, 2001, between the Corporation and the County, as amended or supplemented from time to time, (b) the De-Icing Facility Sublease dated as of June 1, 2006, between the Corporation and the County, as amended or supplemented from time to time and (c) the Road Improvements Lease dated as of April 30, 2007, between the Corporation and the County, as amended or supplemented from time to time. “Terminal Building Project Agreement” means the Eagle County Air Terminal Facilities Project, Project Agreement dated as of June 1, 1996, as supplemented by a Supplemental Project Agreement dated as of June 1, 2001, the Second Supplemental Project Agreement dated as of June 1, 2006, the Third Supplemental Project Agreement dated as of June 1, 2011, and the Fourth Supplemental Project Agreement dated as of ______, 2017, as it may be further amended or supplemented from time to time. “Terminal Expansion Project” means the redesign, replacement, expansion, construction and equipping of an eastern portion of the existing passenger terminal building, which is expected to increase the size of the terminal building by approximately 50,000 square feet upon completion of such redesign, replacement and expansion, which is being financed with proceeds of the Series 2017B Bonds. DMWEST #16808481 v7 21 “Trustee” means UMB Bank, n.a. and its successor for the time being in the trust hereunder and any Co-Trustee appointed in accordance with Section 11.17. “Underwriter” means RBC Capital Markets, LLC. “Variable Rate Bonds” means Bonds issued with a variable, adjustable, convertible or other similar rate which is not fixed in percentage for the entire term thereof at the date of issue, but which is subject to a maximum limitation. Section 1.02. Interpretation In this Indenture, unless the context otherwise requires: (a) the terms “herein”, “hereunder”, “hereby”, “hereto”, “hereof”, and any similar term (except in the forms of Series 2011A Bonds and Series 2017 Bonds), refer to this Indenture as a whole and not to any particular article, section, or subdivision hereof; the term “heretofore” means before the date of execution of this Indenture, the term “now” means at the date of execution of this Indenture, and the term “hereafter” means after the date of execution of this Indenture; (b) Every reference to a “Section” or an “Article” is to a Section or Article of this Indenture unless otherwise indicated in such reference. (c) words of the masculine gender include correlative words of the feminine and neuter genders; words importing the singular number include the plural number and vice versa; and the word “person” or similar term includes, but is not limited to, natural persons, firms, associations, corporations, partnerships, and public bodies; (d) the captions or headings of this Indenture, and the table of contents appended to copies hereof, are for convenience only and in no way define, limit, or describe the scope or intent of any provision, article, or section of this Indenture; (e) all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles; and (f) all exhibits referred to herein are incorporated herein by reference. (g) Every “request,” “order,” “demand,” “application,” “appointment,” “notice,” “statement,” “certificate,” “consent” or similar action hereunder by the Corporation shall be in writing signed by the Authorized Representative of the Corporation. Section 1.03. Computations Unless the facts shall then be otherwise, all computations required for the purposes of this Indenture shall be made on the assumption that: (i) the principal of, premium, if any, and interest on all Bonds shall be paid as and when the same become due as therein and herein provided; and (ii) all credits required by this Indenture to be made to any fund shall be made in the amounts and at the times required. DMWEST #16808481 v7 22 Section 1.04. Notices for Bonds Held by a Depository Notwithstanding the provisions hereof which provide for notices to Owners by mail, so long as the Bonds are held by DTC or any other Depository, such notice may be given by Electronic Notice in lieu of mailed notice. Section 1.05. Representations of the Corporation The Corporation makes the following representations as the basis for its undertakings herein contained: (a) The Corporation is a nonprofit corporation duly organized and existing under the laws of the State, is authorized pursuant to its articles of incorporation and bylaws to issue the Bonds and to enter into the transactions contemplated by this Indenture, the Ground Lease, the Project Agreements, the Deed of Trust and to carry out its obligations hereunder and thereunder, and has duly authorized, executed and delivered this Indenture, the Ground Lease, the Project Agreements, and the Deed of Trust. (b) The Corporation will utilize the proceeds of the Bonds to provide for the financing of the Project and Issuance Costs related thereto. (c) Neither the execution and delivery of the Bonds, this Indenture, the Ground Lease, the Project Agreements, or the Deed of Trust, the consummation of the transactions contemplated hereby or thereby, nor the fulfillment of or compliance with the terms and conditions of the Bonds, this Indenture or of the Deed of Trust, conflict with or result in a breach of any of the terms, conditions or provisions of any restriction or any agreement or instrument to which the Corporation is now a party or by which it is bound or constitute a default under any of the foregoing or result in the creation or imposition of any prohibited lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of the Corporation under the terms of any instrument or agreement. (d) The Corporation has a leasehold interest in the Project Site (except that it has fee interest in the Road Improvement Site) and title to the Project, subject only to Permitted Encumbrances, and such title shall be in and remain in the Corporation, except as permitted by Section 14.02 hereof. The Corporation further covenants that it has the right to grant and convey its interest in the Trust Estate, and that it will warrant and defend generally the title to such interest against all claims and demands, subject to Permitted Encumbrances. (e) The Corporation shall not operate the Project in a manner which would impair the exclusion of the interest on the Tax-Exempt Bonds or any original discount properly allocable to any owner thereof, from the gross income of the owners thereof for federal income tax purposes. (f) Other than as disclosed in the Official Statement dated ___________, 2017 relating to the Series 2017 Bonds, there is no action, suit or proceeding at law or in equity or by or before any governmental instrumentality or other DMWEST #16808481 v7 23 agency now pending, or, to the best knowledge of the Corporation, threatened against or affecting the Corporation, or any of its properties or rights, which, if adversely determined, would affect the validity or enforceability of the Outstanding Bonds, this Indenture, the Ground Lease, the Project Agreements, or the Deed of Trust, or the Corporation’s performance of its obligations hereunder or thereunder, or would materially and adversely impair its right to carry on business substantially as now conducted or as now contemplated to be conducted, or would materially and adversely affect its financial condition, assets, properties or operations, and the Corporation is not in default with respect to any order or decree of any court or any order, regulation or decree of any federal, state, municipal or other governmental agency, which default would materially and adversely affect its operation or its properties or the completion of the construction and equipping of the Terminal Expansion Project. The Corporation is not in default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any agreement or instrument to which it is a party. (g) The operation and design of the Project in the manner presently contemplated and as described herein will not conflict with any applicable zoning, water or air pollution or other ordinance, order, law or regulation relating to zoning, building, safety or environmental quality, which conflict would materially and adversely affect its operation or the completion of its construction and equipping. (h) The Corporation has obtained, or will obtain on or before the date required therefor, all necessary certificates, approvals, permits and authorizations with respect to the construction of the Terminal Expansion Project from applicable local, state, and federal governmental agencies. ARTICLE II. THE BONDS Section 2.01. Amounts and Terms (a) The Corporation hereby authorizes the issuance of Bonds for the purpose of financing and refinancing the costs of the Project. Future series of Bonds may be issued pursuant to Sections 3.03 and 3.04 hereof in such aggregate principal amounts and may contain such terms and be in such form, not contrary to the Indenture, as may be determined by the Corporation and expressed in such Bonds. The aggregate principal amount of the Bonds which may be executed, authenticated and delivered under this Indenture is not limited except as may be provided herein or as may be limited by law. (b) The Corporation has previously issued pursuant to the Original Indenture the Series 2011A Bonds designated “Eagle County Air Terminal Corporation Airport Terminal Project Revenue Refunding Bonds, Series 2011A” in an aggregate principal amount of $7,250,000. On the date of issuance of the Series 2017 Bonds, the Series 2011A Bonds will remain Outstanding hereunder in the aggregate principal amount of $5,135,000. A copy of the specimen of the Series 2011A Bonds is attached hereto as Exhibit A-1. DMWEST #16808481 v7 24 (c) There is hereby authorized to be issued and shall be issued under and secured by this Indenture a series of Bonds designated as “Eagle County Air Terminal Corporation Airport Terminal Project Revenue Refunding Bonds, Series 2017A” in an aggregate principal amount of $_________. (d) There is hereby authorized to be issued and shall be issued under and secured by this Indenture a series of Bonds designated as “Eagle County Air Terminal Corporation Airport Terminal Project Revenue Improvement Bonds, Series 2017B” in an aggregate principal amount of $_________. (e) Each Series 2017 Bonds shall contain substantially the terms recited in the form of Series 2017 Bonds attached as Exhibit A-2 hereto. (f) The Bonds do not constitute a debt, indebtedness or financial obligation of the State or of any political subdivision thereof, including the County. The Bonds are obligations of the Corporation, payable from all sources and revenue of the Corporation secured by a pledge of the Funds and Project Revenues (as defined in and with the exceptions provided in this Indenture) and, with the exceptions provided in this Indenture, all trust accounts created under this Indenture. Until the Deed of Trust Termination Date, the Bonds are additionally secured by the lien and security interest on the Project, subject to the provisions of the Deed of Trust. (g) The Series 2017 Bonds shall be issuable in fully registered form and in denominations of $5,000 and integral multiples in excess thereof. (h) Pursuant to the recommendations of the Committee on Uniform Security Identification Procedures, CUSIP numbers may be printed on the Bonds. The Bonds may bear such other endorsement or legend satisfactory to the Trustee as may be required to conform to usage or law with respect thereto. (i) The Series 2011A Bonds shall mature in the amounts and on the dates and bear interest as follows: Maturity Date (May 1) Principal Amount Interest Rate 2012* $ 315,000 3.00% 2013* 325,000 3.00 2014* 335,000 3.00 2015* 345,000 3.50 2016* 360,000 4.75 2017* 375,000 4.75 2018 1,130,000 4.75 2019 415,000 5.00 2022 1,390,000 5.50 2027 2,935,000 6.00 * These maturities have been paid. DMWEST #16808481 v7 25 (j) The Series 2017A Bonds shall bear interest as hereinafter described and shall mature in the amounts and on the dates set forth below: Maturity Date Principal Amount Interest Rate November 1, 2017 May 1, 2018 May 1, 2019 (k) The Series 2017B Bonds shall bear interest as hereinafter described and shall mature in the amounts and on the dates set forth below: Maturity Date Principal Amount Interest Rate November 1, 2017 May 1, 2018 May 1, 2019 May 1, 2020 May 1, 2021 May 1, 2022 May 1, 2023 May 1, 2024 May 1, 2025 May 1, 2026 May 1, 2027 May 1, 2033 May 1, 2041 Section 2.02. Interest Accrual The Bonds of a series shall be dated their date of authentication and shall bear interest from the Interest Payment Date in respect of that series to which interest has been paid next preceding the date of authentication, (i) unless the date of authentication is an Interest Payment Date to which interest has been paid, in which case Bonds shall be dated and bear interest from the date of authentication, or (ii) unless authenticated after a Record Date, in which case from such Interest Payment Date or (iii) unless the Bonds are authenticated prior to the first Interest Payment Date for the Bonds of such series, in which case such Bonds shall bear interest from the Original Date of such series as shown on the form of the Bond or as otherwise provided in the supplemental indenture establishing such series. Interest accrued and unpaid on any Bond on the applicable due date shall bear interest at the rate on such Bond until paid in full. Section 2.03. Book-Entry System for the Series 2011A Bonds and the Series 2017 Bonds; Bond Registrar and Bond Register (a) The Series 2011A Bonds were issued and the Series 2017 Bonds shall be initially issued in the form of single, certificated, fully registered bond for each separate stated DMWEST #16808481 v7 26 maturity and interest rate for each Series 2011A Bond and Series 2017 Bonds, each such bond to be in the full principal amount of such Series 2011A Bond or Series 2017 Bond, as applicable, with such stated maturity and interest rate. The ownership of the Series 2011A Bonds and, upon initial issuance, the Series 2017 Bonds, shall be registered in the registration books kept by the Trustee in the name of Cede. With respect to any series of Bonds registered in the name of Cede or held by a Depository, neither the Corporation nor the Trustee shall have any responsibility or obligation to any Participant or actual purchaser (each, a “Beneficial Owner”) of such series of Bonds including, without limitation, any responsibility or obligation with respect to: (i) the accuracy of the records of the Depository or any Participant concerning any ownership interest in such series of Bonds; (ii) the delivery to any Participant, Beneficial Owner, or Person other than the Owner, of any notice concerning such series of Bonds, including notice of redemption; or (iii) the payment to any Participant, Beneficial Owner, or person other than the Owner, of the principal of, premium if any, and interest on such series of Bonds. The Corporation and the Trustee may treat the Owner of any Bond registered in the name of Cede or held by a Depository as the absolute Owner of such Bond for the purpose of payment of the principal of, premium if any, and interest on such Bond, for purposes of giving notices of redemption and other matters with respect to such Bond, and for all other purposes whatsoever. The Trustee shall pay all principal of, premium if any, and interest on or in connection with such Bonds only to or upon the order of the Owners, or their respective attorneys duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and discharge the Corporation’s obligations with respect to the payment of the same. DTC may determine to discontinue providing its service as Depository with respect to any series of Bonds at any time by giving notice to the Corporation and discharging its responsibilities with respect thereto under applicable law. Upon the termination of the services of DTC, a substitute Depository which is willing and able to undertake the system of book-entry transfers upon reasonable and customary terms may be engaged by the Corporation or, if the Corporation determines in its sole and absolute discretion that it is in the best interests of the Beneficial Owners or the Corporation that the Beneficial Owners should be able to obtain certificated Bonds, the Bonds shall no longer be restricted to being registered in the name of Cede or other nominee of a Depository but shall be registered in whatever name or names the Beneficial Owners shall designate at that time, and fully registered Bond certificates shall be delivered to the Beneficial Owners. (b) Any supplemental indenture may contain such additional provisions regarding the registration, transfer and exchange of Bonds as are not inconsistent with this Indenture. (c) The Corporation shall designate, in respect of the Bonds, a person to act as “Bond Registrar,” provided that the Bond Registrar shall be either the Trustee or a person which would meet the requirements for qualification as a Trustee imposed by Section 11.13 hereof. The Corporation hereby appoints the Trustee its Bond Registrar in respect of the Bonds. Any other person undertaking to act as Bond Registrar shall first execute a written agreement, in form satisfactory to the Trustee, to perform the duties of a Bond Registrar under this Indenture, which agreement shall be filed with the Trustee. DMWEST #16808481 v7 27 The Bond Registrar shall act as registrar and transfer agent. The Corporation shall cause to be kept at an office of the Bond Registrar a register (herein sometimes referred to as the “Bond Register”) in which, subject to such reasonable regulations as it or the Bond Registrar may prescribe, the Corporation shall provide for the registration of the Bonds and for the registration of transfers of the Bonds. The Corporation shall cause the Bond Registrar to designate, by a written notification to the Trustee, a specific office location (which may be changed from time to time, upon similar notification) at which the Bond Register is kept. The principal operations center of the Trustee shall be deemed to be such office in respect of any series of Bonds for which the Trustee is acting as Bond Registrar. The Bond Registrar shall, in any case where it is not also the Trustee, forthwith following each Regular Record Date and at any other time as reasonably requested by the Trustee, certify and furnish to the Trustee, and to the Paying Agent as the Trustee shall specify, the names, addresses, and holdings of Bondholders and any other relevant information reflected in the Bond Register, and the Trustee and any such Paying Agent shall for all purposes be fully entitled to rely upon the information so furnished to it and shall have no liability or responsibility in connection with the preparation thereof. Section 2.04. Registration, Transfer and Exchange Upon their execution and authentication and prior to their delivery, the Bonds shall be registered for the purpose of payment of principal and interest by the Bond Registrar. To the extent that typewritten Bonds, rather than printed Bonds, are to be delivered, such modifications to the form of Bond as may be necessary or desirable in such case are hereby authorized and approved. There shall be no substantive change to the terms and conditions set forth in the form of Bond, except as otherwise authorized by this Indenture or any amendment thereto. As provided in Section 2.03 hereof, the Corporation shall cause a Bond Register for the Bonds to be kept at the designated office of the Bond Registrar. Upon surrender for transfer of any Bond at such office, the Corporation shall execute and the Trustee shall authenticate and deliver in the name of the transferee or transferees, one or more new fully registered Bonds of authorized denomination for the aggregate principal amount which the registered owner is entitled to receive. At the option of the Owner, the Bonds may be exchanged for other Bonds of any authorized denomination, of a like aggregate principal amount, upon surrender of the Bonds to be exchanged at any such office or agency. Whenever any Bonds are so surrendered for exchange, the Corporation shall execute, and the Trustee shall authenticate and deliver, the Bonds which the Bondholder making the exchange is entitled to receive. All Bonds presented for transfer or exchange, redemption or payment (if so required by the Corporation, the Bond Registrar or the Trustee), shall be accompanied by a written instrument or instruments of transfer or authorization for exchange, in form and with guaranty of signature satisfactory to the Trustee, duly executed by the Owner or by his attorney duly authorized in writing. DMWEST #16808481 v7 28 In any circumstances concerning the payment or registration of the Bonds not covered specifically by this Indenture, the Trustee shall act in accordance with federal and state banking laws and its normal procedures in such matters. A reasonable service charge shall be made to the presenter for any exchange or transfer of Bonds. The Corporation may require payment of a sum sufficient to cover any tax or other governmental charge that may also be imposed in relation thereto. Neither the Corporation nor any Bond Registrar on behalf of the Corporation shall be required (i) to issue, transfer or exchange any Bond during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of Bonds selected for redemption and ending at the close of business on the day of such mailing, or (ii) to transfer or exchange any Bond so selected for redemption in whole or in part. New Bonds delivered upon any transfer or exchange shall be valid obligations of the Corporation, evidencing the same debt as the Bonds surrendered, shall be secured by this Indenture and entitled to all of the security and benefits hereof to the same extent as the Bonds surrendered. Section 2.05. Execution The Bonds shall be executed by the manual or facsimile signature of the President or any Vice President of the Corporation, and the corporate seal of the Corporation or facsimile thereof shall be affixed, imprinted, lithographed or reproduced thereon and shall be attested by the manual or facsimile signature of the Secretary of the Corporation. Bonds executed as above provided may be issued and shall, upon request of the Corporation, be authenticated by the Trustee, notwithstanding that any officer of the Corporation signing such Bonds shall have ceased to hold office at the time of issuance or authentication or shall not have held office at the date of the Bond. Section 2.06. Authentication No Bond shall be valid for any purpose until the certificate of authentication shall have been duly executed by the Trustee, and such authentication shall be conclusive proof that such Bond has been duly authenticated and delivered under this Indenture and that the owner thereof is entitled to the benefit of the trust hereby created. Section 2.07. Payment of Principal and Interest; Interest Rights Preserved The principal, interest, and redemption price of any Series 2011A Bond or Series 2017 Bonds shall be payable as provided in the specimen and forms of such Bonds (as applicable) attached hereto as Exhibit A. To the extent principal of any Bond is not paid when due, such principal shall remain outstanding until paid. Subject to the foregoing provisions of this Section 2.07, each Bond delivered under this Indenture upon transfer of or exchange for or in lieu of any other Bond shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Bond. DMWEST #16808481 v7 29 Section 2.08. Persons Deemed Owners The Corporation, the Trustee, any Paying Agent and the Bond Registrar may deem and treat the person in whose name any Bond is registered as the absolute owner thereof (whether or not such Bond shall be overdue and notwithstanding any notation of ownership or other writing thereon made by anyone other than the Corporation, the Trustee, the Paying Agent or the Bond Registrar) for the purpose of receiving payment of or on account of the principal of (and premium, if any, on), and (subject to Section 2.07 hereof) interest on, such Bond, and for all other purposes, and neither the Corporation, the Trustee, the Paying Agent nor the Bond Registrar shall be affected by any notice to the contrary. All such payments so made to any such registered owner, or upon his order, shall be valid and, to the extent of the sum or sums so paid, effectual to satisfy and discharge the liability for moneys payable upon any such Bond. Section 2.09. Mutilated, Destroyed, Lost or Stolen Bonds If any Bond shall become mutilated, the Corporation shall execute, and the Trustee shall thereupon authenticate and deliver, a new Bond of like tenor and denomination in exchange and substitution for the Bond so mutilated, but only upon surrender to the Trustee of such mutilated Bond for cancellation, subject to the Trustee and the Corporation being furnished such reasonable indemnity as either of them may require therefor. If any Bond shall be reported lost, stolen or destroyed, evidence as to the ownership and the loss, theft or destruction thereof shall be submitted to the Trustee; and if such evidence shall be satisfactory to it and such indemnity satisfactory to the Trustee and the Corporation shall be given, the Corporation shall execute, and thereupon the Trustee shall authenticate and deliver, a new Bond of like tenor and denomination as the original Bond, but carrying such additional marking as will enable the Trustee to identify such Bond as a replacement Bond. The cost of providing any substitute Bond under the provisions of this Section shall be borne by the Bondholder for whose benefit such substitute Bond is provided. If any such mutilated, lost, stolen or destroyed Bond shall have matured or be about to mature, the Trustee shall pay to the owner the principal amount of such Bond upon the maturity thereof and the compliance with the aforesaid conditions by such owner, without the issuance of a substitute Bond therefor. Every substituted Bond issued pursuant to this Section 2.09 shall constitute an additional contractual obligation of the Corporation, whether or not the Bond alleged to have been destroyed, lost or stolen shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Bonds duly issued hereunder. All Bonds shall be held and owned upon the express condition that the foregoing provisions are exclusive with respect to the replacement or payment of mutilated, destroyed, lost or stolen Bonds, and shall preclude any and all other rights or remedies, notwithstanding any law or statute existing or hereafter enacted to the contrary with respect to the replacement or payment of negotiable instruments or investment or other securities without their surrender. DMWEST #16808481 v7 30 Section 2.10. Temporary Bonds Pending preparation of definitive Bonds, or by agreement with the purchasers of all Bonds, the Corporation may issue and, upon its request, the Trustee shall authenticate in lieu of definitive Bonds one or more temporary printed or typewritten Bonds in authorized denominations of substantially the tenor recited above. Upon request of the Corporation, the Trustee shall authenticate definitive Bonds in exchange for and upon surrender of an equal principal amount of temporary Bonds. Until so exchanged, temporary Bonds shall have the same rights, remedies and security hereunder as definitive Bonds. Section 2.11. Cancellation and Destruction of Surrendered Bonds Bonds surrendered for payment, redemption, transfer or exchange, and Bonds purchased from any moneys held by the Trustee hereunder or surrendered to the Trustee by the Corporation, shall be cancelled in accordance with the customary practice of the Trustee and applicable retention laws. Section 2.12. Supplemental Act Provisions By execution of this Indenture, the Corporation hereby elects to have all provisions of the Supplemental Act apply to the issuance of the Bonds; provided, however, that such election shall not operate to modify or limit the rights conferred on the Corporation or the members of the Board by any other provisions of State law. Pursuant to Section 11-57-210 of the Supplemental Act, each Bond shall recite that it is issued under the authority of the resolution of the Board and the Supplemental Act and that it is the intention of the Corporation that such recital shall be conclusive evidence of the validity and the regularity of the issuance of the Bonds after their delivery for value. Pursuant to Section 11-57-208 of the Supplemental Act, the Project Revenues, as received by or otherwise credited to the Corporation, shall immediately be subject to the lien of such pledge without any physical delivery, filing or further act. The lien of such pledge and the obligation to perform the contractual provisions made in this Indenture shall have priority over any or all other obligations and liabilities of the Corporation. The lien of such pledge shall be valid, binding and enforceable as against all persons having claims of any kind of tort, contract or otherwise against the Corporation irrespective of whether such persons have notice of such lien. ARTICLE III. ISSUE OF BONDS AND SPECIAL FACILITIES BONDS Section 3.01. Issue of Series 2011A Bonds and Series 2017 Bonds The Corporation has issued the Series 2011A Bonds pursuant to the Original Indenture. Upon the execution and delivery of this Indenture, but, with respect to the Series 2017B Bonds, only upon receipt by the Trustee of each of the items specified in Section 3.03 of the 1996 Indenture relating to the issuance of Additional Bonds and, with respect to the Series 2017A Bonds, items specified in Section 3.04 of the 1996 Indenture relating to the issuance of Refunding Bonds, the Corporation shall execute and deliver the Series 2017 Bonds to the Trustee, and the Trustee shall authenticate said Bonds and deliver them at a Corporation DMWEST #16808481 v7 31 Representative’s request to the original purchasers thereof as directed by a Corporation Representative, upon receipt of payment therefor. Section 3.02. Disposition of Proceeds of Series 2017 Bonds; Direction to Create Redemption Fund for the Refunding of the Series 2006B Bonds (a) The Corporation shall simultaneously deposit with the Trustee all of the proceeds from the sale of the Series 2017A Bonds (less the Underwriter’s discount) and the Trustee shall out of such proceeds: (i) Deposit in the Redemption Fund pursuant to the Refunding Agreement the amount of $_________, for the redemption of the Series 2006B Bonds on the redemption date set for __________, 2017. (ii) Deposit to the Cost of Issuance Fund the amount of $________, to be disbursed by the Trustee for payment of Issuance Costs as directed by a Corporation Representative. (iii) Deposit in the Debt Service Reserve Fund the amount of $____________, which, together with moneys currently on deposit in the Debt Service Reserve Fund and deposits made under Section 3.02(b)(ii), equals the Debt Service Reserve Fund Requirement. (b) The Corporation shall simultaneously deposit with the Trustee all of the proceeds from the sale of the Series 2017B Bonds (less the Underwriter’s discount) and the Trustee shall out of such proceeds: (i) Deposit in the Construction Fund the amount of $__________, to be disbursed by the Trustee for payment of Costs of Construction. (ii) Deposit in the Debt Service Reserve Fund the amount of $____________, which, together with moneys currently on deposit in the Debt Service Reserve Fund and with deposits made under Section 3.02(a)(iii) equals the Debt Service Reserve Fund Requirement. (iii) Deposit to the Cost of Issuance Fund the amount of $________, to be disbursed by the Trustee for payment of Issuance Costs as directed by a Corporation Representative. The disposition of the proceeds of any series of Additional Bonds issued pursuant to Sections 3.03 or 3.04 hereof shall be as provided in the supplemental indenture establishing such series. (c) The Corporation hereby directs the Trustee to establish a separate redemption fund for purposes of refunding the Series 2006B Bonds which fund shall be maintained by the Trustee as a separate trust account in accordance with the 2017 Refunding Agreement. DMWEST #16808481 v7 32 Section 3.03. Issue of Additional Bonds To (i) complete the Project, (ii) acquire, construct, improve or equip Project Additions to, or alterations of, the Project, or (iii) pay for any combination of such purposes, the Corporation and the Trustee may from time to time, upon the conditions stated in this Section 3.03 and with the consent of the County, agree upon and approve the issuance and delivery of Additional Bonds, secured by this Indenture from the revenues and property pledged and appropriated hereunder, but bearing such date or dates and interest rate or rates and with such redemption dates and premiums as may be agreed upon, but only upon satisfaction of all of the following conditions: (1) Accountant’s Certificate. A certificate of an Accountant demonstrating, for the last audited Fiscal Year or for any period of 12 consecutive calendar months out of the 18 calendar months next preceding the delivery of such series of Bonds, as determined by the Accountant, a Debt Service Coverage Ratio greater than 130%. (2) Consulting Engineer’s Certificate. A certificate of a Consulting Engineer setting forth (i) the estimated date of completion for the Project for which such series of Bonds is being issued and (ii) in reasonable detail, an estimate of the costs of such Project. (3) Airport Consultant’s Report. A report of the Airport Consultant estimating, for each of the five Fiscal Years commencing with the earlier of either the Fiscal Year following the Fiscal Year in which the Consulting Engineer estimates such Project will be completed, or the first Fiscal Year in which there is Debt Service with respect to the Bonds to be issued for such Project, (i) the Project Revenues (net of the Excess PFC Revenue) and (ii) the Operation and Maintenance Expenses and other amounts required to be deposited in each of the subaccounts (other than the Redemption Account) in the Bond Fund, the Debt Service Reserve Fund, and the Operation and Maintenance Reserve Account; and demonstrating that the Project Revenues (net of the Excess PFC Revenue) will be sufficient to enable the Corporation to meet the requirements of Section 5.03 hereof and that the Net Revenues (excluding the Excess PFC Revenue) in each such Fiscal Year, together with any Other Available Funds, are projected to be at least equal to the larger of either: (a) the amounts needed for making the required deposits to the credit of the several subaccounts (other than the Redemption Account) in the Bond Fund, the Debt Service Reserve Fund, and the Operation and Maintenance Reserve Account, or (b) an amount not less than 130% of the aggregate of any Debt Service for each such Fiscal Year, for the series of Bonds then to be issued, and for any future series of Bonds which the Airport Consultant shall estimate (based on the estimate of the Consulting Engineer of the Cost of such Project) will be required to complete payment of the Cost of such Project (such Debt Service of any future series of Bonds to be estimated by the Airport Consultant), in each case after giving effect, among other factors, to the increase in Operation and Maintenance Expenses and to the completion of the Project or any completed portion thereof, and the increase in rates, fees, rentals, or other charges (or any combination thereof) as a result of the completion of such Project or any such completed portion thereof, provided that if the Bonds then to be issued are to provide funds DMWEST #16808481 v7 33 for the purchase, acquisition, construction, equipping, alteration or improvement of the FBO Terminal, the amount required under this subparagraph (3)(b) shall be 120% of the aggregate of any Debt Service for each such Fiscal Year if there is also delivered to the Trustee a report or certificate of an Independent consultant expert in such matters to the effect that the amount of proceeds of such Bonds to be applied to the purchase, acquisition, construction, equipping, alteration or improvement of the FBO Terminal is not unreasonable, taking into account all of the facts and circumstances pertaining thereto. (4) Certified Resolution. A resolution duly adopted by the Corporation, certified by the President or other Authorized Representative of the Corporation, authorizing the issuance of the Additional Bonds and the execution and delivery of the amendment or supplement to the Indenture. (5) Supplemental Indenture. Originally executed counterparts of an indenture supplemental hereto, designating the new series to be created and prescribing expressly or by reference to the Bonds of such series: (a) the principal amount of the Bonds of such series; (b) the text of the Bonds of such series; (c) the maturity dates thereof, which shall be a May 1 or November 1; (d) the rate or rates of interest and the date from which, and the date or dates on which, interest is payable, which shall be the same as the Interest Payment Dates for the Series 2017 Bonds; (e) provisions as to redemption; (f) any additional security to be provided for the Bonds; (g) any other provisions necessary to describe and define such series within the provisions and limitations of this Indenture; and (h) any other provisions and agreements in respect thereof provided, or not prohibited, by the Indenture. (6) Amendments to Ground Lease and Deed of Trust. Originally executed counterparts of any amendments or supplements to the Ground Lease and if the Additional Bonds are proposed to be issued prior to the Deed of Trust Termination Date, executed counterparts of any amendments or supplements to the Deed of Trust securing such Additional Bonds and extending the lien thereof to any additions to or alterations of the Project or Project Site, as necessary. (7) Opinion of Bond Counsel. An opinion or opinions of Bond Counsel acceptable to the Trustee to the effect that any exclusion from gross income for federal income tax purposes of the interest on the Outstanding Tax-Exempt Bonds will not be impaired by the issuance of the Additional Bonds. DMWEST #16808481 v7 34 (8) Debt Service Reserve Fund. Evidence of compliance with the Debt Service Reserve Fund Requirement. Section 3.04. Refunding Bonds Refunding Bonds may, with the consent of the County, be issued in such principal amount as may be necessary to effect a refunding, payment, and discharge of any Bonds, Subordinate Bonds, or other securities or obligations if prior thereto or simultaneously therewith there are filed with Trustee: (1) Documents Under Section 3.03. The documents required under subsections (4), (5), (6), (7) and (8) of Section 3.03; provided that if (i) the Debt Service in any Bond Year relating to the Bonds, Subordinate Bonds, or other securities or obligations being refunded shall be increased as a result of the issuance of such Refunding Bonds, or (ii) the Refunding Bonds have any scheduled payment dates in any year which is after the maturity of the Bonds, Subordinate Bonds or other securities or obligations being refunded, or (iii) the Refunding Bonds which will refund any Subordinate Bonds or other securities or obligations are being issued on a parity lien basis with the Series 2011A Bonds or the Series 2017 Bonds, the Trustee shall also receive documents required under subsections (1) and (3) of Section 3.03 hereof; and (2) Redemption Instructions. If any Bonds to be refunded are to be called for prior redemption at the option of the Corporation, a certificate of the Authorized Corporation Representative that irrevocable instructions to give due and timely notice of such redemption have been given. Section 3.05. Special Facilities Bonds The Corporation may, with the consent of the County, issue Special Facilities Bonds for the purpose of acquiring, improving, and equipping Special Facilities for lease pursuant to the provisions of this article and subject to the limitations, if any, imposed by law. Such Special Facilities Bonds shall be payable solely from all or a part of the rentals under one or more Net Rent Leases payable to the Corporation pursuant to Section 3.06 hereof, and shall not be a charge or claim against the Revenue Fund or any other account designated in Article IV hereof. After such Special Facilities Bonds have been fully paid and retired or are otherwise no longer Outstanding, all revenues derived from such Special Facilities shall be a part of the Project Revenues and shall be applied by the Corporation in accordance herewith, and all costs of operating and maintaining such Special Facilities paid by the Corporation shall be considered as Operation and Maintenance Expenses, and such Special Facilities shall be a part of the Project. Section 3.06. Special Facilities Leases A Net Rent Lease of any Special Facilities shall be entered into between the parties to such contract pursuant to which the lessee agrees to pay the Corporation rentals in periodic installments in each year during the term thereof which shall be sufficient to pay the principal of, interest on and any redemption premiums due in connection with the Special Facilities Bonds to be issued by the Corporation to pay the cost of acquiring, improving, or DMWEST #16808481 v7 35 equipping such Special Facilities. The term of any Net Rent Lease shall not exceed the term of the Special Facilities Bonds issued in connection with that Net Rent Lease. Section 3.07. No Prejudicial Competition Special Facilities shall not be acquired and leased, if comparable facilities serving comparable ends may be adequately and efficiently made available to the users of the Project through the then existing Project facilities; and the Corporation shall not acquire and lease any such Special Facilities, the use and occupation of which would, in the opinion of the Airport Consultant, result in a material reduction of Net Revenues. Section 3.08. Subordinate Bonds Permitted Nothing herein prevents the Corporation, with the consent of the County, from issuing bonds or other securities or incurring other obligations having a lien on the Project Revenues subordinate to the lien thereon of Bonds. Any such Subordinate Bonds may be authorized by resolution or by any other instrument of the Corporation. Section 3.09. Superior Bonds Prohibited Nothing herein permits the Corporation to issue bonds or other securities or incur other obligations having a lien on the Project Revenues superior to the lien thereon of the Bonds, and any such bonds or other securities or other obligations are hereby prohibited. ARTICLE IV. PLEDGE OF TRUST ESTATE; REVENUES AND FUNDS Section 4.01. Pledge of Trust Estate Subject only to the rights of the Corporation to apply amounts under the provisions of this Article IV, a pledge of the Trust Estate to the extent provided herein is hereby made, and the same is pledged to secure the payment of the principal of, premium, if any, and interest on the Bonds and Indebtedness to the County. The pledge hereby made shall be valid and binding from and after the time of the delivery of the first Bond authenticated and delivered under this Indenture. The security so pledged and then or thereafter received by the Corporation shall immediately be subject to the lien of such pledge and the obligation to perform the contractual provisions hereby made shall have priority over any or all other obligations and liabilities of the Corporation with regard to the Trust Estate, to the extent provided herein, and the lien of such pledge shall be valid and binding as against all parties having claims of any kind in tort, contract or otherwise against the Corporation irrespective of whether such parties have notice thereof. Section 4.02. Establishment of Funds (a) The Revenue Fund, the Operating Fund, the Bond Fund, the Construction Fund, the Debt Service Reserve Fund, the Capital Fund, the Excess Investment Earnings Fund, the Subordinate Bond Fund and the Costs of Issuance Fund are hereby created and established and shall be held by the Trustee pursuant to the terms hereof. DMWEST #16808481 v7 36 (b) Separate accounts within the Bond Fund shall be established by the Trustee and designated the “PFC Account,” the “Principal Account,” the “Interest Account” and the “Sinking Fund Account.” A separate account within the Operating Fund shall be established by the Trustee and designated the “Operation and Maintenance Reserve Account.” A separate subaccount within the PFC Account shall be established by the Trustee and designated the “PFC Interest Subaccount.” (c) Each Fund, account and subaccount shall be maintained by the Trustee as a separate and distinct trust fund, account or subaccount to be held, managed, invested, disbursed and administered as provided in this Indenture. All moneys deposited in the Funds, accounts and subaccounts shall be used solely for the purposes set forth in this Indenture. The Trustee shall keep and maintain adequate records pertaining to each Fund, account and subaccount, and all disbursements therefrom. Section 4.03. Disposition of Project Revenues All Project Revenues shall be paid to the Trustee and the Trustee shall deposit all Project Revenues and the interest earned on certain Funds and accounts established hereunder in accordance with Section 8.02 hereof as and when received into the Revenue Fund, except PFC Revenue, which shall be deposited directly into the PFC Account in the Bond Fund. The Corporation, to the extent possible, agrees to cause to be deposited with the Trustee all Project Revenue, and to the extent the Corporation receives any Project Revenues directly, it will pay the same to the Trustee for deposit in the Revenue Fund or the PFC Account, as the case may be. Section 4.04. Moneys Held in Trust All moneys from time to time received by the Trustee and held in the Revenue Fund, the Operating Fund, the Bond Fund, the Debt Service Reserve Fund, the Capital Fund and the Construction Fund shall be held by the Trustee in trust for the purposes specified in this Indenture, and except for moneys paid to Trustee for its fees and expenses, shall constitute part of the Trust Estate and be subject to the lien hereof; provided that no such lien and security interest shall be created in the Excess Investment Earnings Fund or the Subordinate Bond Fund. Section 4.05. Revenue Fund (a) Moneys deposited from time to time in the Revenue Fund (whether from deposits or from funds remaining after application of funds for the prior month) shall be applied by the Trustee, to the extent available, to the following purposes and in the order of priority established, as follows: first, on each Calculation Date, to the Excess Investment Earnings Fund, in an amount equal to any deposits required to be made therein pursuant to Section 4.14 hereof; second, to the Operating Fund, on the first day of each calendar month, until the amount deposited therein shall equal the sum of (i) 110% of the budgeted and invoiced Operation and Maintenance Expenses for such month (excluding any management fees due under any management agreement with the Project Manager and payments due under the DMWEST #16808481 v7 37 Ground Lease), subject to Section 5.18 (as certified by the Corporation to the Trustee), and (B) all fees and charges set forth in Section 5.04(a) and (b) due in such month; third, to the Interest Account, on October 1, 2017, the full amount of interest due on the Bonds on the next Interest Payment Date, and on the first day of each calendar month thereafter, the Monthly Payment in respect of interest payable on the Bonds on the next succeeding Interest Payment Date; fourth, to the Principal Account, (i) on October 1, 2017, the full amount of principal coming due on the Series 2017A Bonds maturing on November 1, 2017; (ii) on the first day of each calendar month thereafter, the Monthly Payment in respect of principal payable on the Bonds on the next succeeding May 1, whether as a result of maturity or scheduled mandatory redemption; fifth, to the Debt Service Reserve Fund, on the first day of each calendar month, an amount, if any, necessary for the amount on deposit therein to equal then applicable Debt Service Reserve Fund Requirement; provided however, that if a deficiency in the Debt Service Reserve Fund occurred as a result of a draw thereon under Section 4.10(a), then the monthly deposit shall be made in such amount as would fund such deficiency in full over a period of 12 consecutive months from the date of the draw; sixth, to the Capital Fund, on the first day of each calendar month, an amount, if any, necessary for the amount on deposit therein to equal the Minimum Capital Fund Balance; seventh, on each May 2, provided all deposits under clauses “first” through “sixth” above have been made in the required amounts, to the Operating Fund to pay any management fees under any management agreement with the Project Manager and payments under the Ground Lease, in each case due in the then current Fiscal Year; eighth, to the Operation and Maintenance Reserve Account in the Operating Fund, on the first day of each calendar month, an amount, if any, necessary for the amount on deposit therein to equal the Minimum Operation and Maintenance Reserve; ninth, to the Subordinate Bond Fund, on the first day of each calendar month, such amounts as may be required to pay any Subordinate Bonds, including reasonable reserves therefor; tenth, to the County, on the first day of each calendar month, in satisfaction of Indebtedness owing to the County resulting from the exercise by the County of its rights provided in Section 10.02; and eleventh, to the Capital Fund, on May 2, the amount remaining in the Revenue Fund. DMWEST #16808481 v7 38 (b) The payments set forth in Section 4.05 shall be cumulative in nature and, to the extent not paid from moneys in the Revenue Fund, shall constitute a continuing, cumulative and primary obligation against the Revenue Fund in each succeeding month until paid. Section 4.06. Use of Moneys in Bond Fund (a) Moneys deposited from time to time in the Interest Account and the Principal Account in the Bond Fund, and amounts transferred from the Debt Service Reserve Fund, shall be applied by the Trustee to pay principal and interest on an equal and ratable basis as they become due. Principal shall be paid with money on deposit in the Principal Account in the Bond Fund, and interest shall be paid with money on deposit in the Interest Account in the Bond Fund. Moneys deposited in the PFC Interest Subaccount shall be used solely to pay interest on the PFC Interest Eligible Bonds as the same becomes due on the next Interest Payment Date and moneys on deposit in the PFC Account (other than the PFC Interest Subaccount) shall be used solely to pay principal or redemption price of the PFC Eligible Bonds as the same becomes due whether at maturity, upon redemption or upon acceleration following an Event of Default; provided that moneys on deposit in the PFC Account may be released as provided in Section 4.06(d) below. The Trustee shall record, or establish such subaccounts in the PFC Account as are necessary to record, the receipt and disbursement of PFC Backstop Payments and other PFC Revenue. To the extent deemed necessary by the Trustee, the Trustee shall have the right to request and conclusively rely upon the certification of the Corporation as to what moneys constitute PFC Backstop Payments and PFC Revenue. (b) Subject to the provisions of Section 4.06(c) below, on or prior to each Interest Payment Date the Trustee shall transfer from the PFC Account to the PFC Interest Subaccount such portion of the PFC Revenue that may be used to pay interest on the PFC Interest Eligible Bonds. (c) If on any March 20 there are moneys on deposit in the PFC Account in amounts greater than required to pay current principal or redemption price on the PFC Eligible Bonds on the next May 1 (taking into account any transfer to be made into the PFC Interest Subaccount pursuant to Section 4.06(b) hereof), the Trustee shall use such excess deposits in the PFC Account to redeem a pro rata portion of (i) the Series 2011A Bonds in inverse order of maturity, on the next May 1 pursuant to the special redemption provisions set forth in the form of the Series 2011A Bonds and (ii) the Series 2017A Bonds in inverse order of maturity, on the next May 1 pursuant to the special redemption provisions set forth in Section 9.01(d); provided that (i) no such special redemption of the Series 2011A Bonds or the Series 2017A Bonds shall be made if and to the extent that the Trustee receives written direction from the Corporation that moneys on deposit in the PFC Account are needed (x) to be transferred to the Debt Service Reserve Fund in order to meet a portion of the Debt Service Reserve Fund Requirement relating to the PFC Eligible Bonds or (y) remain on deposit in the PFC Account in order to pay debt service on the Outstanding PFC Eligible Bonds in the future years, or (ii) following the PFC Increase Date, moneys in the PFC Account available for such redemption shall not include the amounts that the Corporation designates in writing to the Trustee on or prior to March 20 of the applicable year to be held in the PFC Account in order to be available for a potential release pursuant to Section 4.06(d) hereof. The Trustee shall anticipate such use for the purpose of giving notice of redemption. DMWEST #16808481 v7 39 (d) Following the PFC Increase Date, if, between May 2 and May 31 of any Fiscal Year, the Trustee receives a PFC Release Certificate, then on May 31 (or if such day is not a Business Day, on the immediately following Business Day) of the same Fiscal Year the Trustee shall release to the County the PFC Revenue on deposit in the PFC Account. The provisions of this Indenture relating to the release of the PFC Revenue pursuant to the PFC Release Certificate after the PFC Increase Date shall apply only while either the Series 2011A Bonds or the Series 2017A Bonds are Outstanding, it being the intent that pledge of PFC Revenue to any other PFC Eligible Bonds will be governed by clause (ii) of the definition of the PFC Revenue and, therefore, provisions hereof relating to the release of the PFC Revenue will be unnecessary when the Series 2011A Bonds and the Series 2017A Bonds are no longer outstanding. (e) Except as provided in Section 4.06(c) above, moneys deposited in the Bond Fund from sources other than investment earnings on any account created therein shall be spent within a 13-month period beginning on the date of deposit, and any amount received from the investment of money held in or transferred to any fund created or permitted herein shall be spent within one year beginning on the date of receipt. For purposes of this provision, moneys deposited in any account or subaccount of the Bond Fund shall be deemed spent on a first-in, first-out basis. Unless there shall be filed with the Trustee an opinion of Bond Counsel to the effect that investment at a different rate will not cause interest on the Tax-Exempt Bonds to be includable in gross income under the Code, investment of any amounts held in the PFC Account for more than the periods permitted under this subsection (e) shall be yield restricted in accordance with Section 148 of the Code and the regulations thereunder. (f) The Trustee shall use the Sinking Fund Account to purchase or redeem Bonds as required hereunder. The Trustee shall deposit the following amounts in respect of principal of the Series 2011A Bonds maturing May 1, 2018 from the PFC Account, and from the Principal Account to the extent required, from Project Revenues, at the times specified below, in the Sinking Fund Account and apply such amounts to the redemption by lot as provided in the form of Series 2011A Bonds on May 1 in each of the years 2016 through 2018 of Series 2011A Bonds maturing May 1, 2018 at par, plus accrued interest: Year (May 1) Principal Amount 2016 $360,000 2017 375,000 2018* 395,000 ____________________ *Stated maturity. The Trustee shall deposit the following amounts in respect of principal of the Series 2011A Bonds maturing May 1, 2022 from the PFC Account, and from the Principal Account to the extent required, from Project Revenues, at the times specified below, in the Sinking Fund Account and apply such amounts to the redemption by lot as provided in the form of Series 2011A Bonds on May 1 in each of the years 2020 through 2022 of Series 2011A Bonds maturing May 1, 2022 at par, plus accrued interest: DMWEST #16808481 v7 40 Year (May 1) Principal Amount 2020 $440,000 2021 460,000 2022* 490,000 ____________________ *Stated maturity. The Trustee shall deposit the following amounts in respect of principal of the Series 2011A Bonds maturing May 1, 2027 from the PFC Account, and from the Principal Account from Project Revenues, at the times specified below, in the Sinking Fund Account and apply such amounts to the redemption by lot as provided in the form of Series 2011A Bonds on May 1 in each of the years 2023 through 2027 of Series 2011A Bonds maturing May 1, 2027 at par, plus accrued interest: Year (May 1) Principal Amount 2023 $520,000 2024 550,000 2025 585,000 2026 620,000 2027* 660,000 ____________________ *Stated maturity. The Trustee shall deposit the following amounts in respect of principal of the Series 2017__ Bonds maturing May 1, 20__ from the PFC Account, and from the Principal Account to the extent required, from Project Revenues, at the times specified below, in the Sinking Fund Account and apply such amounts to the redemption by lot as provided in the form of Series 2017__ Bonds on May 1 in each of the years 20__ through 20___ of Series 2017__ Bonds maturing May 1, 20__ at par, plus accrued interest: Year (May 1) Principal Amount ____________________ *Stated maturity. The Trustee shall deposit the following amounts in respect of principal of the Series 2017__ Bonds maturing May 1, ____ from the [PFC Account, and from the] Principal Account at the times specified below, in the Sinking Fund Account and apply such amounts to the redemption by lot as provided in the form of Series 2017__ Bonds on May 1 in each of the years ___ through ____ at par, plus accrued interest: DMWEST #16808481 v7 41 Year Principal (May 1) Amount ____________________ * Stated Maturity. The Trustee shall anticipate such deposits for the purpose of giving notice of redemption. The Trustee shall, at the written direction of the Corporation, apply moneys from time to time available or required to be deposited in the Sinking Fund Account to the purchase of the Series 2011A Bonds and the Series 2017 Bonds, on a pro-rata basis, next subject to redemption from the Sinking Fund Account at prices not higher than par plus accrued interest, in lieu of redemption as aforesaid, provided that firm purchase commitments can be made at least 15 days before the notice of redemption would otherwise be required to be given. At the option of the Corporation and pursuant to the special redemption features of the Series 2011A Bonds and the Series 2017 Bonds described in Section 9.01(d) (“Special Redemption”), (i) the principal amounts of the Series 2011A Bonds maturing May 1, 2022 and May 1, 2027 required to be redeemed pursuant to mandatory sinking fund payments may be reduced by the principal amount of Series 2011A Bonds maturing May 1, 2022 and May 1, 2027, respectively, (ii) the principal amounts of the Series 2017__ Bonds maturing May 1, 20__ and May 1, 20__ required to be redeemed pursuant to mandatory sinking fund payments may be reduced by the principal amount of Series 2011A Bonds maturing May 1, 20__ and May 1, 20__, respectively, and (iii) the principal amounts of the Series 2017__ Bonds maturing May 1, 20__ and May 1, 20__ required to be redeemed pursuant to mandatory sinking fund payments may be reduced by the principal amount of Series 2011A Bonds maturing May 1, 20__ and May 1, 20__, respectively, which in each case shall have been redeemed by Special Redemption or delivered to the Trustee for cancellation or which shall have been otherwise retired no less than forty-five (45) days before the sinking fund redemption date (otherwise than through the operation of the sinking fund payments), such reductions to be made in inverse chronological order of the respective sinking fund requirements set forth above. If at any time all the Bonds shall have been purchased, redeemed or paid, the Trustee shall make no further transfers to the Sinking Fund Account and shall treat any balance then in such Fund as Project Revenues in the Bond Fund. If at any time all the Bonds shall have been purchased, redeemed or paid, the Trustee shall make no further transfers to the Sinking Fund Account and shall treat any balance then in such Fund as Project Revenues in the Bond Fund. Section 4.07. Payments from Construction Fund (a) In connection with the issuance of Additional Bonds with respect to which the Capitalized Interest Amount was funded, the Trustee shall establish the Capitalized Interest Account within the Construction Fund that shall be maintained by the Trustee in accordance with this Indenture and the supplemental indenture pursuant to which such Additional Bonds are issued. Moneys deposited in the Capitalized Interest Account shall be transferred to the Interest Account of the Bond Fund on each Interest Payment Date to pay interest on the Bonds with DMWEST #16808481 v7 42 respect to which such Capitalized Interest Amount was funded until the date the Capitalized Interest Account is depleted. (b) Except as otherwise limited by Section 4.07(e), the Trustee shall disburse the funds remaining in the Construction Fund to pay Costs of Construction, upon receipt of a Construction Fund Disbursement Request executed, respectively, by the Consulting Engineer, and approved by the Corporation. Each Construction Fund Disbursement Request should be accompanied by a Construction Certificate executed by an Authorized Representative of the Construction Manager. The Trustee may conclusively rely and shall be protected in acting upon the Construction Fund Disbursement Request and Construction Certificate. The Trustee shall not be bound to make any investigation into the facts or matters stated in any certificate or requisition. (c) The Trustee shall make payment of the amount requested on or before the third Business Day immediately following receipt of a Construction Fund Disbursement Request and a Construction Certificate to the extent that there are funds in the Construction Fund. (d) On the Completion Date, any moneys remaining in the Construction Fund and not necessary to pay Costs of Construction shall be applied by the Trustee, at the written direction of the Corporation, (a) to the purchase of Bonds from which such proceeds were derived at such price and upon such conditions as the Corporation may direct, or (b) to the redemption of Bonds from which such proceeds were derived, on the first redemption date occurring after such Completion Date, at the applicable redemption price; provided, however, that no exercise of any option to redeem shall be required if such exercise would involve the payment of a premium or penalty, or (c) provided that the Trustee shall have received an opinion of Bond Counsel that such deposit shall not cause interest on the Tax-Exempt Bonds to be includable in gross income under the Code, such amounts may be transferred to the Capital Fund until the amount on deposit therein equals the Minimum Capital Fund Balance, or to the Bond Fund for payment of maturing principal or interest on the Bonds. Unless there shall be delivered to Trustee a similar opinion of Bond Counsel and a direction of the Corporation respecting investments, amounts held for application under this Section 4.07(d) shall not, after completion of the Project Addition financed with the proceeds of such Bonds, be invested at a yield in excess of the yield on the Bonds from which such amounts were derived. (e) The Trustee shall not disburse any funds from the Construction Fund until the Corporation has delivered or causes to be delivered the following items, documents, and instruments to the Trustee: (1) Assignments to the Trustee of Plans, the Construction Contract, other Qualified Construction Contracts, if any, and any agreements between the Corporation and the Consulting Engineer relating to the Project. (2) A true and correct copy of the Plans, accompanied by a certificate of the Consulting Engineer stating that such Plans are adequate to provide for completion of the Project Addition, and that such Plans have been accepted and approved by the appropriate governmental units that must accept and approve the Plans prior to the commencement of construction. DMWEST #16808481 v7 43 (3) Fully-executed copies of the Qualified Construction Contracts upon which the Corporation intends to rely for the purposes of obtaining labor or materials for the construction of the Project Addition, and a budget for the Project Addition, including a schedule of anticipated monthly disbursement requirements. (4) A certificate of the Consulting Engineer stating that the labor and materials to be provided for pursuant to Qualified Construction Contracts will collectively be sufficient to complete the Project Addition in accordance with the Plans and within the Project Addition budget estimated by the Corporation. (5) A certificate satisfactorily evidencing that all utilities are available to adequately serve the Project upon completion of the Project Addition or, to the extent that any utilities must be constructed or installed to serve the Project, that the same will be available to adequately serve at or prior to completion. (6) Copies of all government permits required to undertake construction of the Project Addition to the extent of progress at the date of the disbursement. (7) 100% payment and performance bonds in connection with construction of the Project Addition from a bonding company naming the Corporation and the Trustee as obligees. (8) Until the Deed of Trust Termination Date, a satisfactory ALTA policy of mortgagee’s title insurance with liability not less than the maximum principal amount of the Bonds, showing the Deed of Trust to be a first lien on the Project (including the Project Addition) subject only to Permitted Encumbrances in such form, containing only such exceptions and containing such endorsements as are satisfactory to the Trustee. (9) A certificate satisfactorily evidencing builders’ all-risk insurance in an amount not less than the lesser of the Outstanding principal amount of the Bonds or the full insurable value of the Buildings (for purposes of this section “full insurable value” shall mean the actual replacement value exclusive of architectural permits and similar one-time costs and costs of excavation, foundations and footings), against loss or damage by fire, commotion, vandalism, malicious mischief, aircraft, vehicles, boiler explosion, smoke and all other risks normally covered by such insurance. (10) A certificate satisfactorily evidencing worker’s compensation insurance in an amount required by law. (11) A certificate satisfactorily evidencing comprehensive general liability insurance, in amounts not less than $1,000,000 per occurrence and $2,000,000 aggregate, with excess liability coverage of not less than $5,000,000. (12) A certificate satisfactorily evidencing automobile liability insurance with a combined single limit amount of not less than $1,000,000. DMWEST #16808481 v7 44 (13) A construction budget and construction schedule with a certification of the Corporation and the Consulting Engineer showing that the amount in the Construction Fund, together with the Corporation’s reasonable estimate of the investment earnings to be deposited therein, is sufficient to pay all costs of completing the Project Addition on a timely basis in accordance with the Plans. (14) Certificates satisfactorily evidencing compliance with the insurance requirement of Section 5.13(b) hereof. (f) For seven years from the Completion Date, the Trustee shall retain in its possession all orders, requisitions, Construction Fund Disbursement Requests and Construction Certificates, as well as any and all supporting materials received by it pursuant to this Section, subject to the inspection of the Corporation, the Bondholders and their representatives at all reasonable times, and at the end of the seven-year period. Section 4.08. Completion Date of Project Addition (a) Upon the Completion Date of the applicable Project Addition, in accordance with the related Construction Contract, the Corporation shall furnish the Trustee with a copy of the Certificate of Final Acceptance, which may be given without prejudice to any rights against third parties then existing or subsequently arising. (b) Following the applicable Completion Date, the Corporation shall submit to the Trustee a statement showing the balance of the Costs of Construction remaining due, and the Trustee upon receipt of a Construction Fund Disbursement Request and a Construction Certificate and provided that the requirements of subsection (c) below have been satisfied, shall withdraw funds from the Construction Fund in such amount (except for any amount that the Corporation instructs the Trustee to retain for future disbursement) and remit them to the order of the Corporation within 30 days of receipt of said Construction Fund Disbursement Request and Construction Certificate. Thereafter, all amounts remaining in the Construction Fund (except for those amounts which the Corporation has instructed the Trustee to retain for future disbursement), if any, shall be used in accordance with Section 4.07(d) hereof. (c) As a condition of the final disbursement from the Construction Fund with respect to a Project Addition, the Corporation shall furnish the Trustee the following: (1) A certificate of completion signed by the Consulting Engineer that the applicable Project Addition has been completed in substantial compliance with the Plans; (2) A certificate of the Corporation that all required permits for the operation of the Project Addition have been received from the appropriate governmental authorities; (3) A certificate of an Insurance Consultant stating that the Corporation has insurance in force which complies with the provisions of Section 5.13; DMWEST #16808481 v7 45 (4) A date down endorsement to the ALTA policy of mortgagee’s title insurance insuring the Trustee against mechanic’s liens and all encumbrances and liens except for Permitted Encumbrances, together with an endorsement insuring the Trustee against encroachments; and (5) An improvements survey of the Project Site showing the dimensions, area, interior lot lines, location of easements, adjoining streets, and location of the Buildings, and showing that the Project Addition has been constructed within the boundary lines of the Project Site on which such Project Addition is located. Section 4.09. Disposition of Insurance and Condemnation Proceeds (a) Any proceeds of insurance and condemnation awards paid to the Trustee shall be deposited into the Construction Fund, if the same remains open, and, otherwise, to a separate fund created for such purpose. (b) The Trustee, at the written direction of the Corporation, shall either: (i) apply such insurance proceeds and condemnation awards to restore or replace the Project, or (ii) transfer such proceeds to the Principal Account in the Bond Fund to be applied to the extraordinary mandatory redemption in whole or in part of the Bonds in accordance with Section 9.01(c). Section 4.10. Debt Service Reserve Fund Application (a) On any Interest Payment Date, the Trustee shall transfer funds on deposit in the Debt Service Reserve Fund to the appropriate account within the Bond Fund to satisfy any deficiency that may exist in the Interest Account, the Principal Account or the Sinking Fund Account in the Bond Fund on such Interest Payment Date. The Trustee shall give timely notice to the Corporation at any time when the balance of money in the Debt Service Reserve Fund is less than the Debt Service Reserve Fund Requirement. Following a withdrawal from the Debt Service Reserve Fund, the Debt Service Reserve Fund Requirement shall be restored in equal monthly payments over a period of 12 consecutive months. (b) The Corporation may at any time or from time to time deposit a Credit Facility in the Debt Service Reserve Fund in full or partial satisfaction of the Debt Service Reserve Requirement; provided that any such Credit Facility shall be payable on any date on which moneys will be required to be withdrawn from the Debt Service Reserve Fund as provided herein. (c) On the stated final maturity of the Outstanding Bonds, or immediately prior to any redemption of the Outstanding Bonds in whole, the Trustee shall transfer all amounts on deposit in the Debt Service Reserve Fund to the Bond Fund to be applied to payment of the Bonds. Section 4.11. Use of Moneys in Operating Fund Moneys on deposit in the Operating Fund shall be used by the Trustee to pay to the Corporation each month an amount equal to so much of the budgeted Operation and DMWEST #16808481 v7 46 Maintenance Expenses for the then-current quarter of the Fiscal Year as the Corporation shall reasonably anticipate to be needed during such month, together with any additional amounts authorized under Section 5.18(a), upon receipt by the Trustee of a requisition therefor executed by an Authorized Representative of the Corporation and the Project Manager in which requisition such persons shall certify that the moneys so disbursed will be utilized as required herein. The Trustee may rely conclusively on such requisition and shall have no liability for any such disbursement made in accordance with such requisition. Section 4.12. Use of Moneys in Operation and Maintenance Reserve Account The moneys in the Operation and Maintenance Reserve Account shall be accumulated and maintained as a continuing reserve to be used only to prevent deficiencies in the payment of the Operation and Maintenance Expenses of the Project resulting from the failure to deposit into the Operation and Maintenance Fund sufficient funds to pay such expenses as the same accrue and become due. Any moneys in the Operation and Maintenance Reserve Account exceeding the Minimum Operation and Maintenance Reserve shall be transferred as Project Revenues to the Revenue Fund and shall be used for the purposes thereof, as herein provided. Section 4.13. Use of Moneys in Capital Fund (a) Moneys in the Capital Fund shall be used in the discretion of the Corporation, with the consent of the County, solely: (i) to fund the operating, maintenance, repair and replacement costs relating to the Project not paid by operating revenues; or (ii) to pay any management fees not paid from the Operating Fund; or (iii) provided that no Event of Default has occurred and is continuing hereunder, upon written direction from the Corporation pursuant to paragraph (b) below, as payment for additional capital improvements to the Project or the Airport, including reimbursement to the County for such expenditures; or (iv) to pay the Debt Service of any Bonds (or payments due for Subordinate Bonds, provided that amount on deposit in the Capital Fund will not be less than the Minimum Capital Fund Balance as a result of such payment) if such payment is necessary to prevent any default in such payments; or (v) to be transferred as Other Available Funds to the Revenue Fund; provided, however that, except in the case of use under subsections (a)(i) or (a)(iv), the amount remaining in the Capital Fund shall be equal to no less than the Minimum Capital Fund Balance. Moneys shall be disbursed under subsection (a)(i) or (ii) upon receipt by the Trustee of a requisition therefor executed by an Authorized Representative of the Corporation and the Project Manager in which requisition such persons shall certify that the moneys so disbursed will be utilized as required herein. The Trustee may rely conclusively on such requisition and shall have no liability for any such disbursement made in accordance with such requisition. (b) On the stated final maturity of the Outstanding Bonds, or immediately prior to any redemption of the Outstanding Bonds in whole, the Trustee shall transfer all amounts on deposit in the Capital Fund to the Bond Fund to be applied to payment of the Bonds. (c) No amounts shall be withdrawn or transferred from or paid out of the Capital Fund except as provided in this Article IV. DMWEST #16808481 v7 47 Section 4.14. Excess Investment Earnings Fund This Section 4.14 shall apply separately to each issue of Tax-Exempt Bonds. Within 60 days after each Calculation Date and not later than 60 days after the redemption of the last Tax-Exempt Bond, the Corporation shall compute the Excess Investment Earnings for the year just completed and shall direct the Trustee in writing to, subject to Section 4.05 hereof, transfer from the Revenue Fund to the Excess Investment Earnings Fund an amount equal to the amount so computed. If the amount so computed is a negative number, said amount may be withdrawn from the Excess Investment Earnings Fund and deposited in the Revenue Fund. All amounts in the Excess Investment Earnings Fund, including income earned from the investment of such amounts, shall be held by the Trustee free and clear of the liens described in this Indenture. The Trustee shall pay over to the United States of America, not later than 60 days after the fifth anniversary of the date of issuance of the Tax-Exempt Bonds and at least every five years thereafter until the final redemption of the last Bond, an amount equal to 90% of the net aggregate amount transferred to or earned in the Excess Investment Earnings Fund during such period and not theretofore paid to the United States of America and, not later than 60 days after the redemption of the last Tax-Exempt Bond, 100% of the aggregate amount in the Excess Investment Earnings Fund. Notwithstanding the provisions of this Section 4.14, the Trustee shall at all times maintain and administer the Excess Investment Earnings Fund in conformity with all applicable federal statutes and regulations as the same may be amended from time to time. Section 4.15. Costs of Issuance Fund All moneys deposited in the Costs of Issuance Fund in accordance with Section 3.02 hereof shall be applied by the Trustee in accordance with written instructions executed by an Authorized Representative of the Corporation, for the payment of the Issuance Costs in connection with the issuance of the Series 2017 Bonds. Any amounts remaining in the Costs of Issuance Fund on the 90th day following the date of issuance of the Series 2017 Bonds shall be transferred by the Trustee to the Interest Account of the Bond Fund and the Costs of Issuance Fund shall be closed. Any supplemental indenture may contain provisions relating to the costs of issuance fund for Additional Bonds issued under such supplemental indenture. The Trustee may conclusively rely and shall be protected in acting or refraining from acting upon the written instructions of the Authorized Representative of the Corporation. The Trustee shall not be bound to make any investigation into the facts or matters stated in any instructions from the Authorized Representative of the Corporation. Section 4.16. Final Balances Upon the deposit with the Trustee of moneys sufficient to pay all principal of, premium, if any, and interest on the Bonds, and upon satisfaction of all claims against the Corporation hereunder, including the payment of all fees, charges and expenses of the Trustee and any Paying Agent, which are properly due and payable hereunder, and after compliance with the provisions of Section 4.14 regarding moneys in the Excess Investment Earnings Fund, or upon the making of adequate provisions of the payment of such amounts, as permitted hereby, all moneys remaining in all Funds and accounts, shall be remitted to the Corporation. DMWEST #16808481 v7 48 Section 4.17. Purchase of Bonds Pursuant to written request from an Authorized Representative of the Corporation, and upon deposit by the Corporation in the Bond Fund of a sum, in excess of Payments and other payments then and theretofore required to be so deposited, sufficient to purchase one or more Outstanding Bonds at a price not exceeding the amount specified by the Corporation in such request, which shall include accrued interest to the date of purchase, the Trustee shall, at the written direction of the Corporation, endeavor to purchase so many of the Outstanding Bonds as the sum deposited will permit. For this purpose the Corporation may specify the maximum redemption price to be paid for the Bonds and the method of purchase, which may include a call for tenders. The Trustee shall be entitled to be compensated or indemnified (in addition to its annual fees) by the Corporation for its expenses before proceeding hereunder. All Bonds purchased by the Trustee pursuant to this Section shall be cancelled as soon as received. The Corporation’s rights under this Section may only be exercised subject to the following conditions: (a) the amount in the Debt Service Reserve Fund is at least equal to the Debt Service Reserve Fund Requirement; (b) the amount in the Operation and Maintenance Reserve Account is at least equal to the Minimum Operation and Maintenance Reserve; (c) the amount in the Capital Fund is at least equal to the Minimum Capital Fund Balance; (d) such purchase may not be made to the extent that there is any deficiency in any fund under the Indenture or any Operating and Maintenance Expenses then due and payable are unpaid; (e) any offer to purchase any Bonds must be made in writing to all owners of Outstanding Bonds at least 30 Business Days prior to the purchase; and (f) no Bond which has previously been called for redemption shall be purchased pursuant to this Section. Upon any such purchase, the sinking fund schedule for such Bonds shall be credited in inverse chronological order. ARTICLE V. COVENANTS AND AGREEMENTS OF THE CORPORATION Section 5.01. Performance of Covenants The Corporation covenants that it will timely and faithfully perform at all times any and all covenants, undertakings, stipulations and provisions contained in this Indenture, the Project Agreements, the Ground Lease, and the Deed of Trust, in any and every Bond and in all proceedings of the Corporation pertaining thereto. The Corporation covenants, represents, warrants and agrees that it is duly authorized under the laws of the State, to issue the Bonds and to execute this Indenture, the Project Agreements, the Ground Lease, and the Deed of Trust, to pledge the property described herein and in the Deed of Trust and pledged hereby or thereby and to pledge the Trust Estate in the manner and to the extent herein and therein set forth, that all actions on its part required for the issuance of the Bonds and the execution and delivery of this Indenture, the Project Agreements, the Ground Lease, and the Deed of Trust have been duly and effectively taken or will be duly taken as provided herein, and that this Indenture and the Deed of Trust are valid and enforceable instruments of the Corporation and that the Bonds in the hands of the owners thereof are and will be valid and enforceable obligations of the Corporation according to the terms thereof. DMWEST #16808481 v7 49 Section 5.02. Corporate Existence; Compliance with Laws The Corporation shall maintain its existence, shall use its best efforts to maintain and renew all its rights, powers, privileges and franchises; and shall comply with all valid and applicable laws, acts, rules, regulations, permits, orders, requirements and directions of any legislative, executive, administrative or judicial body. Section 5.03. Rate Maintenance Covenant (a) The Corporation covenants that it shall at all times fix, revise, charge, and collect rentals, rates, fees, and other charges for the use of the Project in order that in each Fiscal Year the Project Revenues (net of the Excess PFC Revenue and Net Loss Proceeds except such Net Loss Proceeds received in respect of loss of use or business interruption) will at all times be at least sufficient to provide for: (i) the payment of Operation and Maintenance Expenses and the aggregate Debt Service for the Fiscal Year, plus (ii) the larger of either: A. the amounts needed for making the cash deposits required under Section 4.05 hereof in the Fiscal Year to the credit of the Debt Service Reserve Fund, the Subordinate Bond Fund, the Operation and Maintenance Reserve Account, and the Capital Fund to maintain the Minimum Capital Fund Balance; or B. an amount not less than 30% of the aggregate Debt Service for the Fiscal Year; provided that in calculating the amount required under this subparagraph (a)(ii)(B), (i) Other Available Funds may be used and taken into account), (ii) management fees paid under any management agreement with the Project Manager and Ground Lease payments may be excluded from the calculation of the Operation and Maintenance Expenses and (iii) in the event Additional Bonds are issued to finance the purchase, acquisition, construction, equipping, alteration or improvement of the FBO Terminal, the amount required under this subparagraph (a)(ii)(B) shall be 20% of aggregate Debt Service for the Fiscal Year, starting with the Fiscal Year in which such Additional Bonds were issued. (b) The Corporation covenants to determine whether it meets the requirement of Section 5.03(a) each Fiscal Year and that if the Project Revenues (net of the Excess PFC Revenue and Net Loss Proceeds except such Net Loss Proceeds received in respect of loss of use or business interruption) in any Fiscal Year, together with any Other Available Funds, are less than the amounts specified in this Section 5.03, upon the receipt of the audit report for the Fiscal Year, the Corporation will request the Airport Consultant to make recommendations as to the revision of the schedule of rentals, rates, fees, and charges; and upon receiving such recommendations or giving reasonable opportunity for such recommendations to be made, the Corporation, on the basis of such recommendations and other available information and to the extent legal to do so, will revise the schedule of rentals, rates, fees, and charges for the use of the Project as may be necessary to produce Project Revenues as aforesaid. DMWEST #16808481 v7 50 (c) The Corporation shall cause all rentals, rates, fees, and charges relating to the Project to be collected as soon as is reasonable and shall prescribe and enforce rules and regulations or impose contractual obligations for the payment thereof, including without limitation the imposition of penalties for any defaults, to the end that the Project Revenues (net of the Excess PFC Revenue) shall be adequate to meet the requirements of this Indenture. The rentals, rates, fees, and charges due shall be collected in any lawful manner. (d) If the Corporation shall comply with the requirements of paragraph (b) of this Section, there shall be no Event of Default under the provisions of Section 10.01 hereof resulting from failure to comply with paragraph (a) of this Section 5.03, even though the Project Revenues (net of the Excess PFC Revenue and Net Loss Proceeds except such Net Loss Proceeds received in respect of loss of use or business interruption), together with any Other Available Funds, are not actually sufficient to provide funds in the amounts required for such Fiscal Year. Nothing contained in this Section 5.03 obligates the Corporation to take any action in violation of any applicable requirements imposed by law. All such rentals, rates, fees, and other charges for the use of the Project must be reasonable in relation to the cost of providing, operating, and maintaining the particular portion of the Project and the services furnished by such portion. Section 5.04. Payment of Principal, Interest and Premium; Other Required Payments The Corporation will promptly pay or cause to be paid the principal of, premium, if any, and interest on all Bonds issued hereunder according to the terms hereof. The Corporation shall appoint one or more Paying Agents for such purpose, each such agent to be a national banking association, a bank and trust company or a trust company. The Corporation hereby appoints the Trustee to act as sole Paying Agent, and designates the principal operations center of the Trustee as the place of payment, such appointment and designation to remain in effect until notice of change is filed with the Trustee. The Corporation also agrees to pay the following amounts to the following persons: (a) to the Trustee, all reasonable fees of the Trustee for services rendered under this Indenture and all reasonable fees and charges of paying agents, registrars, the Airport Consultant, Consulting Engineer, Bond Counsel, accountants, engineers and others incurred on request of the Trustee in the performance of services under this Indenture for which the Trustee and such other persons are entitled to payment or reimbursement; provided that the Corporation may, without creating a default hereunder, contest in good faith the reasonableness of any such services, fees or expenses; and (b) to the appropriate party the fees and expenses of any rebate analyst selected by the Corporation or the Trustee. In the event the Corporation should fail to make any of the payments required by this Section, the item or installment shall continue as an obligation of the Corporation until the amount shall have been fully paid, and the Corporation agrees to pay the same. Nothing in the DMWEST #16808481 v7 51 Bonds or in this Indenture shall be considered or construed as pledging any funds or assets of the Corporation other than those pledged hereby or creating any liability of the Corporation’s members, employees or other agents. Section 5.05. Conditions Precedent Upon the date of issuance of any of the Bonds, the Corporation hereby covenants that all conditions, acts and things required by the laws of the State or by this Indenture to exist, to have happened or to have been performed precedent to or in the issuance of the Bonds shall exist, have happened and have been performed. Section 5.06. Maintenance and Management of Project So long as the Bonds are Outstanding, the Corporation will keep the Project and all parts thereof in good repair and good operating condition, making all repairs thereto and renewals and replacements thereof necessary for this purpose, so that the Project will remain suitable and efficient for use as a facility of the character described in and contemplated by this Indenture, or, such other uses as are not inconsistent with this Indenture. The Corporation shall keep the Project under competent and professional management at all times so long as the Bonds are Outstanding. Section 5.07. Construction, Equipping and Operation of the Project The Corporation shall not engage in any activities other than in connection with the acquisition, design, development, construction, equipping, operation and maintenance of the Project. The Corporation shall: (a) cause the Project to be acquired and constructed in accordance with all applicable building code and zoning requirements and substantially in accordance with the Plans, and provide all other improvements, access roads, utilities, and other items required for facilities fully operable for the purposes specified herein, all with due diligence; (b) cause to be acquired and properly installed in the Project such items of furniture, machinery and equipment and other items of personal property as may be necessary and desirable in the Corporation’s reasonable judgment for operation of the Project; (c) cause insurance relating to the Project to be procured and maintained in accordance with Section 5.13; (d) cause to be paid when due or provide for the payment of all fees, costs and expenses incurred in connection with the acquisition, construction, and equipping of the Project; (e) ask, demand, sue for, levy, recover and receive all those sums of money, debts and other demands whatsoever which may be due, owing and payable under the terms of any of the Terminal Agreements or any other lease, contract, order, DMWEST #16808481 v7 52 receipt, writing and instruction in connection with the acquisition, construction, furnishing, equipping, and operation of the Project, and enforce the provisions of any obligation, bond or other performance security with respect thereto; (f) establish and enforce rules and regulations governing the operation, care, repair, maintenance, management, control, occupancy, use and services of the Project and any Special Facilities; (g) maintain and operate the Project in accordance with the Project Agreements at standards required in order that the same may qualify under the PFC Act, may comply with any assurances that the County may enter into in connection with grants for the Airport, and may be approved by the FAA or other proper federal, state or local governmental authority for the receipt and dispatch of passengers, property and mail by aircraft; and (h) operate the Project, or cause the Project to be operated, in a sound and economical manner and shall maintain and preserve the Project, or cause the Project (and Special Facilities) to be maintained and preserved in such manner as will qualify the Project and the Airport, to receive maximum financial aid from the federal government, which aid it may in its discretion seek and procure if available on fair and reasonable terms. Section 5.08. Modifications to the Plans or Qualified Construction Contracts Modifications to the Plans or to any Qualified Construction Contract may be made only in accordance with this Section 5.08. Any modification to the Plans or the Qualified Construction Contracts shall be filed with the Trustee. (a) No modifications to the Plans or the Qualified Construction Contracts with respect to a Project Addition may be made which change the scope of the related Project Addition if such change would cause the Corporation to violate Section 5.19 or materially impair the Project Revenue. Changes in scope shall include, but shall not be limited to, material changes to the proposed use of the Project Addition, impair the suitability for that proposed use, or materially reduce the fair market or rental value of the Project or the related Project Addition. (b) Modifications to the Plans or the Qualified Construction Contracts shall be accompanied by a certificate of the Consulting Engineer, addressed to the Trustee, verifying that the additional cost resulting from such modification will not cause the total Cost of Construction to exceed the amount available therefor, taking into account the amounts available for such purposes then credited to the Construction Fund, the amounts expected to be received on investments then credited to such Fund on or before the expected Completion Date and any amounts available to and committed by or on behalf of the Corporation for completion of the Project. Section 5.09. Payment of Cost by the Corporation The Corporation agrees that it will provide promptly any and all sums of money required to complete each Project Addition, including, without limitation, all of the following DMWEST #16808481 v7 53 items of Cost of Construction, which shall be payable or reimbursable from proceeds of the series of Bonds issued to finance such Project Addition to the extent and in the manner provided in Section 4.07 hereof: (a) all expenses to be incurred in connection with acquisition of all easements, licenses and rights-of-way for access and utility connections to and from the portion of the Project Site on which such Project Addition is to be located, the initial or acceptance fee and expenses of the Trustee, and all fees required for recording, the Ground Lease, the Project Agreements, this Indenture, the Deed of Trust, and all financing statements and title curative documents relating to the Project Addition and the Project; (b) the expense of preparation of the Plans and of all other architectural, engineering and supervisory services incurred and to be incurred in the planning, construction and completion of the Project; (c) Issuance Costs and all legal, abstracting, title insurance, financial and accounting fees and expenses, survey, any environmental study, appraisal, printing and engraving costs and other expenses incurred in connection with the establishment and insurance of title to the Project Site, the authorization, sale and issuance of the Bonds, and the preparation of the Ground Lease, the Project Agreements, this Indenture, the bond purchase agreement, the Deed of Trust, the Official Statement and all other related documents; (d) the contract price of all labor, services, materials, supplies and equipment furnished under any contract for construction and equipping of the Project Addition; (e) the cost of acquisition and installation of all items of Project Equipment included in the Project Addition, including demolition, removal and relocation; (f) the cost of all other labor, services, materials, supplies and equipment, including contingencies and reserves therefor, necessary to complete the acquisition, construction, equipping, furnishing and improving of the Project Addition; (g) all fees and expenses of the Trustee that become due during construction of the Project Addition; (h) to the extent not paid by a contractor for construction or installation with respect to any part of the Project Addition, payment of the premiums on all insurance required to be taken out and maintained during the period the Project Addition is under construction; (i) taxes or assessments, if any, that may become payable with respect to the Project Addition during the period the Project Addition is under construction and capitalized interest, to the extent available after construction is complete; DMWEST #16808481 v7 54 (j) payment of expenses incurred in seeking to enforce any remedy against any contractor or subcontractor in respect of any default under a contract relating to the Project Addition; (k) without limitation by the foregoing, all other expenses which under generally accepted accounting principles constitute necessary capital expenditures for the completion of the Project, but not including any working capital or expendable supplies or necessary equipment other than Project Equipment (all of which are nevertheless to be supplied by the Corporation from its own funds without reimbursement); and (l) reimbursement to the County or the Trustee for all advances, payments and expenditures made or to be made by the County or the Trustee and any other persons with respect to any of the foregoing expenses. Section 5.10. Enforcement of Contracts and Surety In the event of material default of any contractor or subcontractor under any construction contract or any other contract made in connection with the Project, or in the event of a material breach of warranty with respect to any materials, workmanship or performance, the Corporation will promptly proceed, either separately or in conjunction with others, to pursue the remedies of the Corporation and the Trustee against the contractor or subcontractor in default and against any surety on a bond securing the performance of such contract in such manner and to the extent determined by the Corporation to be reasonable and prudent. If the Corporation requests the Trustee, and agrees with the Trustee to pay or cause to be paid all costs and expenses incurred by the Trustee and to indemnify the Trustee and save it harmless against any risks, claims or liabilities arising out of such action, the Corporation may in the name of the Trustee, or in its own name, prosecute or defend any action or proceeding or take any other action involving any such contractor, subcontractor or surety which the Corporation on the advice of its Counsel deems reasonably necessary, and in such event the Trustee with the advice of counsel will cooperate fully with the Corporation and will take all action necessary to effect the substitution of the Corporation for the Trustee in any such action or proceeding. Any amounts recovered by way of damages, refunds, adjustments or otherwise in connection with the foregoing, after deduction of expenses incurred in such recovery, shall be paid into the Construction Fund if received before the Completion Date of the applicable Project Addition, and otherwise shall be paid into the Revenue Fund. Section 5.11. Taxes and Other Governmental Charges and Utility Charges The Corporation will make, or will cause to be made, promptly all payments due so long as the Bonds are Outstanding on taxes and special assessments lawfully levied upon or with respect to the Project, other charges lawfully made by any governmental body for public improvements that may be or become secured by a lien on the Project, and utility and other charges incurred in the operation, maintenance, use, occupancy and upkeep of the Project, including but not limited to taxes or governmental charges on any property of the Corporation brought in or upon the Project, sales and other excise taxes on products thereof, and any taxes levied upon or with respect to income or profits from the Project which, if not paid, would become a lien upon the Project. With respect to special assessments or other governmental DMWEST #16808481 v7 55 charges that may lawfully be paid in installments over a period of years, with or without interest, the Corporation shall be obligated to pay only such installments and interest as are required to be paid so long as the Bonds are Outstanding. The Corporation may in good faith contest any such taxes, assessments and other charges and, in the event of such contest, may permit the items so contested to remain unpaid during the period of the contest and any appeal therefrom, provided that the Corporation shall first furnish to the Trustee, an Opinion of Counsel, addressed to the Trustee, that nonpayment of any such items will not materially endanger the lien of the Indenture as to any part of the Project and will not subject the Project or any part thereof to loss or forfeiture. In the event the Corporation becomes obligated to pay property taxes levied upon or with respect to the Project, the Trustee shall establish a property tax escrow account within the Operating Fund and the Corporation shall be obligated to make monthly deposits in an amount equal to the quotient obtained by dividing the amount of such annual property taxes by 12 in such property tax escrow account as Operation and Maintenance Expenses. Section 5.12. Financing Statements The Corporation shall from time to time cause the Deed of Trust and financing statements relating thereto (prior to the Deed of Trust Termination Date) and financing statements relating to this Indenture (including, without limitation, continuation statements) to be filed, in such manner and at such places as may be required by law fully to protect the security of the Owners of the Bonds and the right, title and interest of the Trustee in and to the trust estate or any part thereof. Section 5.13. Insurance (a) During the Construction Period, the Corporation shall require the Construction Manager to procure and maintain continuously in effect with respect to the applicable Project Addition policies of insurance against such risks and in such amounts as are customary for a prudent construction contractor with respect to construction of properties comparable to those comprising the applicable Project Addition, including, without limitation policies of insurance referenced in Section 4.07(e)(9), (10), (11) and (12). (b) The Corporation shall procure and maintain or cause the County, as Project Manager, to procure and maintain continuously in effect during the Term of the Indenture with respect to the Project policies of insurance against such risks and in such amounts as are customary for a prudent owner of properties comparable to those comprising the Project. Without limiting the generality of the foregoing provision, the Corporation shall maintain or cause to be maintained the following insurance (except that during the Construction Period of a Project Addition, the Corporation is not obligated to procure and maintain insurance policies required by paragraph (a) of this Section with respect to such Project Addition, if such insurance policies are procured and maintained by the Construction Manager with respect to such Project Addition in accordance with paragraph (a) above): (i) casualty insurance covering the following risks of loss: (1) fire; DMWEST #16808481 v7 56 (2) extended coverage perils; (3) vandalism and malicious mischief; (4) boiler explosion (but only if steam boilers are present); and (5) all other risks normally covered by such insurance, all in an amount equivalent to the greater of (a) the full insurable value of the Project property or (b) the aggregate principal amount of the Outstanding Bonds. “Full insurable value” shall include the actual replacement cost of the Buildings (excluding foundations) and contents therein, including the Project Equipment, architectural, engineering, legal and administrative fees, without deduction for depreciation, and shall be determined at least annually by the Corporation. The policies required by this clause shall be either subject to a no co-insurance clause or shall contain an agreed amount clause and may include a deductibility provision not exceeding $50,000. (ii) Comprehensive general liability insurance against liability for injuries to or death of any person or damage to or loss of property arising out of or in any way relating to the condition of the Project or any part thereof, in amounts not less than $1,000,000 per occurrence and $2,000,000 aggregate; provided that the requirements of this paragraph (ii) with respect to the amount of insurance may be satisfied by an excess coverage policy. (iii) If the Corporation has employees, worker’s compensation insurance or self-insurance providing statutory benefits for all persons employed by the Corporation and employer’s liability in amounts recommended by the Insurance Consultant. (iv) Business interruption insurance in an amount not less than [$1,000,000 per occurrence]. (v) Any other policies recommended by an Insurance Consultant in accordance with Section 5.13(g) below. (c) All policies of insurance required by Section 5.13(b)(i) and (ii) above shall be written in the name of the County (in which case the Corporation shall be named as additional insured) or the Corporation (in which case the County shall be named as additional insured). In addition, policies of insurance required by Section 5.13(b)(i) and (ii) shall name the Trustee as an additional insured and shall provide that the proceeds of such insurance attributable to the interest of the Trustee (except as provided in Section 5.13(f)) shall be payable to the Trustee by means of a standard mortgagee clause. The policies of insurance required under Section 5.13(b)(iv) shall be written in the name of the County and endorsed to show the Trustee and the Corporation as additional insureds. (d) The Corporation shall include the amount of annual insurance premiums for policies required under this Section 5.13 and the fees of the Insurance Consultant in the Operating Budget as Operation and Maintenance Expenses. DMWEST #16808481 v7 57 (e) Each carrier providing any insurance, or portion thereof, required by this Section shall be authorized to do business in the State and shall have a rating by Best’s Insurance Guide of not less than “A-VII”. No policy of insurance herein required may be canceled by the insurer, or refused to be renewed or materially modified by the insurer of such policy without the insurer or the Corporation giving written notice to the Trustee at least thirty (30) days before the cancellation, non-renewal or modification becomes effective. At least thirty (30) days before the expiration of any policy of insurance herein required, the Corporation shall furnish the Trustee evidence satisfactory to the Trustee that the policy has been renewed or replaced by another policy conforming to the provisions of this Section 5.13, or that there is no necessity therefor under the terms hereof. In lieu of separate policies, the Corporation may maintain blanket policies having the coverage required herein. (f) Except where the Net Loss Proceeds do not exceed $100,000, upon the happening of any loss or damage covered by any policies required by Section 5.13(b)(i) or (ii) from one or more of the risks insured against, the Corporation shall make due proof of loss containing a power of attorney in favor of the Trustee and endorse all drafts drawn for the payment thereof to the order of the Trustee and sign receipts therefor. The Corporation shall deliver a copy of the proof of loss to the Trustee. The Corporation shall do all things necessary or desirable to cause the insurers to make payment in full directly to the Trustee (except where the Net Loss Proceeds do not exceed $100,000). Any adjustment in settlement of such loss which shall be agreed upon by the Corporation and any insurer must also be acceptable to the Trustee (except where the claim does not exceed $100,000). (g) On or before each February 1 during the Term of this Indenture, the Corporation will file with the Trustee evidence of insurance in the form of Accord Certificate No. 25-S, unless otherwise approved by the Trustee, and a statement of compliance with the insurance requirements of this Section. The Corporation shall retain an Insurance Consultant to review the insurance requirements of this Section from time to time (but not less frequently than every 2 years) to confirm that such insurance requirements are customary in the case of a public airport authority engaged in the same or similar activities and similarly situated and are adequate to protect the Project. If the Insurance Consultant makes a recommendation to obtain additional insurance or increase any coverage required by this Section, the Corporation covenants to obtain such additional insurance or increase coverage, as recommended by the Insurance Consultant, as available on commercially reasonable terms. Notwithstanding anything in this Section to the contrary, should at any time during the Term of this Indenture, the Corporation fail to comply with any of the minimum insurance requirements of this Section, such non-compliance shall not give rise to an event of default under this Indenture solely on the account of such non-compliance if the Corporation shall deliver to the Trustee a letter from the Insurance Consultant, stating that (i) such required insurance coverage is not currently available or obtainable on commercially reasonable terms in the insurance marketplace or is otherwise not cost effective to obtain, and providing reasonably sufficient evidence to support such statement, and (ii) that the Corporation has purchased the insurance with coverage terms and limits most consistent with the requirements of this Section available in the insurance marketplace on commercially reasonable terms in the case of a public airport authority engaged in the same or similar activities and similarly situated and that such insurance is in full effect as of the date of the letter. If the Corporation complies with the foregoing requirement, then the Corporation shall have the right, DMWEST #16808481 v7 58 without giving rise to an event of default under this Indenture solely on such account, to maintain insurance coverage and limits that vary from that required by this Section. (h) Subject to the rights of the Trustee on behalf of the owners of the Bonds, including without limitation the provisions of Section 4.09 and Article VI hereof, the Corporation agrees that all proceeds of fire or other casualty insurance policies received in connection with damage to or destruction to any portion of the Project, will (a) be used to reconstruct the Project, regardless of whether the insurance proceeds are sufficient to pay for the reconstruction, or (b) be remitted to the County. Section 5.14. Liens Except for Permitted Encumbrances, the Corporation will not permit any mechanics’ or other liens to remain outstanding against the Project, including, but not limited to, liens for labor or materials furnished in connection with completion of the Project, or any improvements, repairs, renewals or replacements; provided, that if the Corporation shall first (a) furnish to the Trustee to hold in escrow an amount equal to 150% of the claimed lien, or (b) obtain a surety bond which shall be sufficient in all respects under applicable law to discharge his lien against the Project, or (c) obtain title insurance providing coverage with respect to any such lien, the Corporation may in good faith contest any mechanics’ or other liens filed or established and in such event may permit the items contested to remain undischarged and/or unsatisfied during the period of such contest and any appeal therefrom. Section 5.15. No Liability of Corporation’s Officers, Etc. Notwithstanding anything to the contrary set forth herein, or any other agreement or instrument relating to the Bonds or the Project, neither the Corporation’s officers, directors, employees or agents, nor their heirs, successors or assigns, shall have any liability, personal or otherwise, for payment or performance of the covenants or obligations set forth in this Indenture or in any other agreement or instrument securing the indebtedness and obligations created hereunder. Section 5.16. Removal of Project Equipment The Corporation will not remove or permit the removal of any Project Equipment from the Project Site except in accordance with the following provisions: (a) In any instance where the Corporation in its reasonable discretion determines that any item of Project Equipment has become inadequate, obsolete, worn out, unsuitable, undesirable or unnecessary for the operation of the Project, the Corporation may, at its own expense, remove and dispose of such item of Project Equipment. In the event the then current market value of such Project Equipment is in excess of $250,000, except as provided in subsection (b) hereof, the Corporation shall substitute and install other items of machinery, equipment or other personal property, not necessarily having the same function, provided that such removal and substitution shall not impair the operating utility of the Project. Subject to the provisions of Section 5.17, all substituted items shall be installed free of all liens and encumbrances, other than Permitted Encumbrances, and shall become a part of the Project as Project Equipment. DMWEST #16808481 v7 59 The Corporation will cooperate with the Trustee and will pay all costs, including counsel fees, incurred in subjecting to the lien and security interest of this Indenture and, until the Deed of Trust Termination Date, the Deed of Trust, all items so substituted, and the Trustee will cooperate with the Corporation at the Corporation’s expense in securing, if necessary, release of the property for which the substitution is made under the Deed of Trust and in providing such bills of sale or other documents as may be required to facilitate the removal and substitution. (b) Upon removal of items of Project Equipment of the type described in subsection (a) above, and provided the operating utility of the Project is not impaired, the Corporation may decide not to make any substitution and installation of other items of machinery, equipment or other personal property; provided (unless the lien of the Indenture has been discharged under Article XIV), (1) that in the case of the sale of any such Project Equipment, the Corporation shall deposit the sale proceeds in the Revenue Fund, (2) that in the case of a trade-in of any such Project Equipment for items not to be utilized as a part of the Project, the Corporation shall account for the credit received by it in the trade-in by depositing an equivalent amount in the Revenue Fund, and (3) that in the case of any other disposition of such Project Equipment, the Corporation shall deposit in the Revenue Fund, an amount equal to the then current market value of the removed items as reasonably determined by the Authorized Representative of the Corporation. The Trustee will cooperate with the Corporation at the Corporation’s expense in securing a release of the property to be removed if required under this Indenture and in securing such bills of sale or other documents as may be required to facilitate the removal and disposition. (c) The Corporation shall promptly report to the Trustee removal of any Project Equipment pursuant to subsections (a) or (b) above, and amounts required to be accounted for by the Corporation, if any, shall promptly be paid to the Trustee for deposit in the Revenue Fund after any substitution, sale, trade-in or other disposition; provided that no certificate need be given or payment made for the removal and disposition of any individual item of Project Equipment having a then current market value of less than $250,000, as determined by the Corporation pursuant to subsection (a) of this Section provided that the market value for any such uncertificated dispositions shall not exceed $500,000 in any Fiscal Year. When required pursuant to this subsection (c), Corporation shall certify to the Trustee the items of Project Equipment removed, the items of property substituted therefor, if any, and the amount, if any, required to be paid to the Trustee pursuant to the provisions of this Section 5.16. Where such certificate indicates that substitute items of property have been acquired and installed, the certificate shall be accompanied by (i) the financing statement with respect to such substitute items of property and (ii) a certificate of the Authorized Representative of the Corporation stating that all steps requisite to perfection of the security interests of the Trustee in and to such substitute items of Corporation property under this Indenture have been duly taken. The Corporation will execute all instruments advisable in the Opinion of Counsel for perfection of the respective security interests as aforesaid. (d) Any amounts paid by the Corporation to the Trustee for deposit in the Revenue Fund pursuant to the provisions of this Section 5.16 shall be deposited by DMWEST #16808481 v7 60 the Trustee in the Revenue Fund and shall be used on the next succeeding Interest Payment Date on which Bonds mature or are subject to mandatory sinking fund redemption toward the payment of the principal of the Bonds and payable, or subject to mandatory sinking fund redemption, on such Interest Payment Date. Section 5.17. Installation of Other Equipment Nothing in this Indenture shall prevent the Corporation, after delivery of this Indenture, from purchasing items to be installed pursuant to this Section 5.17 under a conditional sale or lease-purchase contract, or subject to a vendor’s lien or security agreement, as security for the unpaid portion of the redemption price thereof; provided that no such lien or security interest shall attach to any part of the Project. Section 5.18. Budgets; Financial Statements; Event Notices; Etc. (a) At least 30 days before the first day of each Fiscal Year, the Corporation shall prepare an annual budget, broken down by month and detailed as to line items and showing the amount required to be deposited in the Operating Fund of anticipated Project Revenues, expenses related to the Project and Net Revenues, including but not limited to Operation and Maintenance Expenses, ordinary and extraordinary repairs, and reserve payments, for such Fiscal Year and shall submit a copy of such budget and any revisions thereto to the Trustee. In the event that in any Fiscal Year actual Operating and Maintenance Expenses exceed or are expected to exceed the amount budgeted in the Operating Budget by more than 20%, the Corporation shall promptly, but not later than ten (10) days, engage an Airport Consultant to submit a written report within 60 days from the date of its engagement with respect to the ability of the Corporation to satisfy its payment obligations under this Indenture and a revised Operating Budget. Quarterly variances less than 20% between actual and budgeted expenditures from the Operating Fund shall be paid by the Trustee upon submission by the Corporation and the Project Manager of a requisition for such additional Operating and Maintenance Expenses, using the balance in the Operations and Maintenance Reserve Account to the extent required. In the event that in any Fiscal Year Operating and Maintenance Expenses are less than the amount paid to the Corporation under Section 4.05(a) hereof for such Fiscal Year, such excess payments shall be applied by the Corporation against the first draws for Operating and Maintenance Expenses made in the next Fiscal Year. (b) The Corporation shall keep proper books of records and account in which full, true and correct entries will be made of all dealings or transactions of or in relation to the business and affairs of the Project in accordance with generally accepted accounting principles consistently applied, and will furnish to the Trustee and the County: (i) while any Series 2011A Bonds are Outstanding, within forty-five (45) days after the last day of each quarter of each Fiscal Year, interim financial statements for the preceding quarter prepared by the Project Manager, including statement of income, balance sheet, cash flow, calculation of the rate maintenance covenant set forth in Section 5.03, budget variances, construction draws and funds remaining in the Construction Fund; DMWEST #16808481 v7 61 (ii) within 120 days after the last day of each Fiscal Year, complete annual report covering the operation of the Project (if the audited financial statements do not cover the operation of the Project) and containing audited financial statements including a balance sheet as of the end of such Fiscal Year and a statement of unrestricted fund revenue, expenditure and transfers and a statement of cash flows with respect to the Project for such Fiscal Year, showing in each case in comparative form the figures for the preceding Fiscal Year, which shall be prepared on a GAAP basis; (iii) while any Series 2011A Bonds are Outstanding, within 120 days after the last day of each Fiscal Year a certificate of the Corporation signed by its President or Treasurer or other authorized officer of the Corporation, stating that the Corporation has made a review of its activities during the preceding Fiscal Year for the purpose of determining whether or not the Corporation has complied with all of the terms, provisions and conditions of this Indenture and the Corporation has kept, observed, performed and fulfilled each and every covenant, provision and condition of this Indenture on its part to be performed and is not in default in the performance or observance of any of the terms, covenants, provisions or conditions hereof, or if the Corporation shall be in default such certificate shall specify all such defaults and the nature thereof; and (iv) such additional information as the Trustee may reasonably request concerning the Corporation or the Project. Section 5.19. Tax Covenants The Corporation covenants with the owners of the Tax-Exempt Bonds that, notwithstanding any other provision of this Indenture or any other instrument, it will make no investment or other use of the proceeds of the Tax-Exempt Bonds which would cause such Bonds to be arbitrage bonds under Section 148 of the Code, and the regulations thereunder, and it further covenants that it will comply with the requirements of such Section and regulations. The foregoing covenants shall extend throughout the term of the Tax-Exempt Bonds, to all funds created under this Indenture and all moneys on deposit to the credit of any such fund, and to any other amounts which are Tax-Exempt Bond proceeds for purposes of Section 148 of the Code, and the regulations thereunder. The Corporation will determine the amount of the required arbitrage rebate, if any, payable to the United States government under Section 148(f) of the Code and will make any required payments beginning not later than 30 days after the end of the fifth Bond Year of the Tax-Exempt Bonds, regardless of whether there are any remaining proceeds or other funds attributable to the Tax-Exempt Bonds that are available for the purpose. The Corporation will not permit the amount of gross proceeds invested in any bond year at a yield materially higher than the Tax-Exempt Bond yield to exceed the limits of Section 148 of the Code. The Corporation shall not use or direct the use of the proceeds of the Tax-Exempt Bonds in any way, or take or omit to take any other action, which would cause the interest on any Bonds to become subject to federal income tax under the Code, shall not use any Tax-Exempt Bond proceeds to provide land or facilities prohibited under Sections 147 of the Code, DMWEST #16808481 v7 62 and shall use 95 percent of the net proceeds of the Tax-Exempt Bonds for expenditures which are chargeable to the capital account (or would be so chargeable with a proper election) of facilities constituting qualified airport facilities for purposes of the Code, of a size and character commensurate with the size and character of the Airport and available on a regular basis for general public use, so that interest on such Bonds will not be included in gross income under the Code. The covenants contained in this Section shall remain in full force and effect until the date on which all obligations of the Corporation in fulfilling such covenants under the Code and State law have been met, notwithstanding the payment in full or defeasance of the Bonds. Section 5.20. Further Assurances; Deposit of Payments Except to the extent otherwise provided in this Indenture, the Corporation shall not enter into any contract or take any action by which the rights of the Trustee or the Bondholders may be impaired and shall, from time to time, execute and deliver such further instruments and take such further action as may be required to carry out the purposes of this Indenture, the Project Agreements, the Ground Lease, and the Deed of Trust (until the Deed of Trust Termination Date), including, without limitation, the assignment of any Terminal Agreements in accordance with Granting Clause Third, hereof. Section 5.21. Competing Facilities; Other Actions The Corporation shall not acquire, construct or operate any property not located at the Airport or use any of the Project Revenues for such purpose. Unless compliance with this covenant in a particular situation would violate federal or State laws (including anti-trust laws), the Corporation shall neither construct or operate, nor enter into any agreement permitting or otherwise facilitating the construction or operation of, other facilities competing with the operation of the Project, nor take any other action in a manner that would materially and adversely affect the Corporation’s ability to comply with the requirements of Section 5.03 hereof; but nothing herein prevents the Corporation from taking any such actions if adequate provision has been made for the payment of all Debt Service on all Outstanding Bonds or if such action, in the written opinion of the Airport Consultant, will not materially and adversely affect the Corporation’s ability to comply with the requirements of Section 5.03 hereof; provided that no acquisition, construction or operation of, additions to, or modifications or expansions of, the facilities comprising the Project, owned by the Corporation and pledged hereunder, shall be regarded as competing facilities or other action for purposes of this Section 5.21. ARTICLE VI. DAMAGE, DESTRUCTION AND CONDEMNATION Section 6.01. Corporation to Repair, Replace, Rebuild or Restore If all or any part of the Project is taken by eminent domain or under the threat thereof, or destroyed or damaged: (a) The Corporation shall use the Net Loss Proceeds to repair, replace, rebuild and restore the Project in accordance with Section 5.13, unless substantially all of DMWEST #16808481 v7 63 the Project shall be taken or destroyed, in which case the Corporation shall determine whether or not the replacement of the Project is economically feasible, and if not, the Net Proceeds shall be subject to the Bondholders’ rights and applied to the redemption of the Bonds in accordance with Section 4.09. (b) The Corporation shall not, by reason of the payment of any costs of repair, rebuilding, replacement or restoration, be entitled to any reimbursement from the Trustee or any abatement or diminution of the Payments or other sums payable by the Corporation hereunder. Any balance of Net Loss Proceeds remaining after payment of all costs of any repair, rebuilding replacement or restoration shall be paid into the Revenue Fund. (c) All buildings, improvements and equipment acquired in the repair, rebuilding, replacement or restoration of the Project, together with any interests in real property necessary for such restoration, shall be deemed a part of the Project and available for use and occupancy by the Corporation without the payment of any amounts other than those provided in Article IV, to the same extent as if they had been specifically described in this Indenture; provided that no real property, interest in real property, buildings, improvements or equipment shall be acquired subject to any lien or encumbrance, other than Permitted Encumbrances. (d) The Net Loss Proceeds of any (1) insurance or portion thereof attributable to damage or destruction separately incurred by property of the Corporation not constituting part of the Project, or (2) condemnation award or portion thereof separately awarded for damages to or taking of the property of the Corporation not constituting part of the Project shall be and remain at all times the property of the Corporation not constituting part of the Project. Section 6.02. Cooperation of the Trustee The Trustee will cooperate fully with the Corporation, at the Corporation’s expense, in filing any proof of loss with respect to any insurance policy covering casualties referred to in Section 6.01, in the handling and conduct of any litigation arising with respect thereto, and in the handling and conduct of any prospective or pending condemnation proceedings affecting the Project or any part thereof, and will, to the extent it may lawfully do so, permit the Corporation to litigate in any such litigation or proceeding in the name and on behalf of the Trustee. As long as no Event of Default has occurred and is continuing hereunder, the Trustee will not voluntarily settle or consent to the settlement of any proceeding arising out of any insurance claim, or any prospective or pending condemnation proceeding, with respect to the Project or any part thereof without the prior written consent of the Corporation. ARTICLE VII. CORPORATION’S OPTIONS Section 7.01. Easements and Release of Real Property The Corporation may at any time and from time to time (a) convey an easement, license, permit or leasehold affecting, any part of the Project Site to a railroad, corporate utility or public body, and the same shall be released from the lien of this Indenture, and (b) direct that DMWEST #16808481 v7 64 the Trustee subordinate the lien of this Indenture thereto, upon written certification by the Consulting Engineer that the conveyance will not impair the usefulness and operations of the Project for the purposes contemplated in this Indenture or the Net Revenues. No such conveyance or subordination shall result in any abatement of Payments or other sums payable by the Corporation under this Indenture. No such conveyance or subordination shall become effective until the following items are filed with the Trustee and the Trustee has executed the instrument described in paragraph (iv) below: (i) a copy of the conveyance or subordination document executed or to be executed by the Corporation or the Trustee; (ii) a plat or survey of the Project Site, prepared and certified by a registered State surveyor, showing the real property to be conveyed or subjected to the easement as described in the conveyance, and the location in relation thereto of all buildings, structures and permanently installed equipment on the land, and all other easements, roads, tracks and utility installations; (iii) the certificate of the Consulting Engineer referred to above; and (iv) any instrument to be executed by the Trustee, and a copy thereof for the files of the Trustee, releasing the land from the lien of this Indenture and, prior to the Deed of Trust Termination Date, the Deed of Trust, or establishing the easement as a Permitted Encumbrance under the Indenture, as the case may be. Section 7.02. Prepayments So long as all amounts which have become due pursuant to Section 5.04 hereof have been paid and no Event of Default has occurred and is continuing hereunder, and so long as any Bonds to be redeemed with proceeds of the prepayment described in this Section 7.02 are subject to redemption, the Corporation, may pay in advance all or part of the amounts to become due pursuant to Section 5.04 if not less than 45 days prior to such prepayment the Corporation (i) gives the Trustee notice of its intent to prepay, (ii) deposits with the Trustee an amount sufficient to provide the redemption price of the Bonds to be prepaid on the date established, in accordance with this Indenture, for redemption, and (iii) directs the Trustee to redeem the Bonds. Section 7.03. Satisfaction of Payments If at any time the Corporation deposits with the Trustee for deposit to the Bond Fund an amount of cash as described in Section 7.02 which, taking into account any balance which may then be on hand in the Bond Fund, is sufficient to pay all of the then Outstanding Bonds in accordance with Article XIV of the Indenture, and to pay such interest thereon as is required, and to pay all fees and charges of the Trustee which are due or to become due on or before the date on which the last of the Bonds to be so discharged may be redeemed, under circumstances not otherwise resulting in termination of this Indenture, and if no Event of Default has occurred and is continuing hereunder at that time, the Corporation shall be entitled to use and occupy the Project from the date on which such aggregate funds are in the hands of the Trustee until the Bonds are no longer Outstanding or its earlier termination under the provisions hereof, without the further payment of Payments but otherwise on the terms and conditions herein set DMWEST #16808481 v7 65 forth; provided, however, that the Corporation shall not be relieved of its obligations under Sections 4.14, 9.02 and 9.03. Section 7.04. Termination Upon Retirement of Bonds At any time when no Bonds remain Outstanding, or if the conditions specified in Section 7.03 for the satisfaction of Payments then exist, and arrangements satisfactory to the Trustee have been made for the discharge of all other accrued liabilities under this Indenture, this Indenture shall terminate; provided, however, that the Corporation shall not be relieved of its obligations under Section 4.14. ARTICLE VIII. SECURITY FOR AND INVESTMENT OR DEPOSIT OF FUNDS Section 8.01. Deposits and Security Therefor All moneys received by the Trustee under this Indenture shall, except as hereinafter provided, be deposited as trust funds with the Trustee, until or unless invested or deposited as provided in Section 8.02. All deposits with the Trustee (whether original deposits under this Section or deposits or re-deposits in time accounts under Section 8.02) shall be secured by the Federal Deposit Insurance Corporation. Section 8.02. Investment or Deposit of Funds (a) All moneys held by the Trustee in any of the funds or accounts created hereby shall be promptly invested or reinvested by the Trustee, at the written direction of the Authorized Representative of the Corporation, in Permitted Investments only. (b) Such investments shall mature or be redeemable at the option of the owner thereof no later than the respective dates when moneys held for the credit of such fund or account will be required for the purposes intended. The Authorized Representative of the Corporation may direct the Trustee to, or in the absence of direction, the Trustee shall, in accordance with this subsection, invest and reinvest the moneys in any money market fund which is a Permitted Investment and available to the Trustee so that the maturity date, interest payment date, or date of redemption, at the option of the owner of such investment, shall coincide as nearly as practicable with the times at which money is needed to be so expended. The Trustee shall have no obligation to determine whether any investment directed by the Corporation constitutes a Permitted Investment The Trustee may make any and all such investments through its investment department or that of its affiliates or subsidiaries, and may charge its ordinary and customary fees for such trades, including cash sweep account fees, and it is specifically provided herein that the Trustee may purchase or invest in shares of any investment company that (i) is registered under the Investment Company Act of 1940, as amended (including both corporations and Massachusetts business trusts, and including companies for which the Trustee may provide advisory, administrative, custodial, or other services for compensation), (ii) invests substantially all of its assets in short-term high-quality money-market instruments, limited to obligations issued or guaranteed by the United States, and (iii) maintains a constant asset value per share. The Trustee is specifically authorized to implement its automated cash investments system to assure that cash on hand is invested and to DMWEST #16808481 v7 66 charge reasonable cash management fees, which may be deducted from income earned on investments. Unless otherwise confirmed or directed in writing, an account statement delivered periodically by the Trustee to the Corporation that the investment transactions identified therein accurately reflect the investment directions given to the Trustee by the Corporation shall be sufficient, unless the Corporation notifies the Trustee in writing to the contrary within 30 days of the date of such statement. Any and all such investments shall be subject to full and complete compliance at all times with the covenants and provisions of Section 5.20. The Trustee shall not be liable for any loss resulting from any such investment made in accordance with this Indenture Representative. Interest and income received upon investment of moneys in the Excess Investment Earnings Fund shall be deposited in the Revenue Fund. Interest and income received upon investment of moneys in the Debt Service Reserve Fund (to the extent the Debt Service Reserve Fund Requirement has been achieved) shall be deposited in the Bond Fund and used in accordance with the requirements of Section 4.06. Otherwise, the interest and income received upon such investments of any Fund or account and any profit or loss resulting from the sale of any investment shall be added or charged to such Fund or account. Any investment acquired with proceeds of the Tax-Exempt Bonds, including investment in a guaranteed investment contract, shall be acquired at fair market value within the meaning of Treas. Reg. § 1.148-5(d)(6). ARTICLE IX. REDEMPTION OF BONDS Section 9.01. Bonds Subject to Redemption. The Series 2011A Bonds and the Series 2017 Bonds are subject to redemption prior to maturity as provided in this Indenture. Other series of Bonds shall be subject to redemption prior to maturity as provided in the supplemental indenture authorizing such Bonds. Payment of the redemption price of any Bond shall be made on the redemption date only upon the surrender to the Trustee of any Bond so redeemed. (a) Optional Redemption. The Series 2011A Bonds shall be subject to optional redemption as provided in the form of the Series 2011A Bonds attached hereto as Exhibit A-1 hereto. The Series 2017A Bonds shall not be subject to redemption prior to maturity at the option of the Corporation. The Series 2017B Bonds maturing on or after May 1, 20__ are subject to redemption prior to maturity at the option of the Corporation on any date, on or after May 1, 20__, in whole or in part, at a redemption price equal to one hundred percent (100%) of the principal amount thereof, plus interest accrued to the redemption date. (b) Mandatory Sinking Fund Redemption. The Series 2011A Bonds are subject to mandatory sinking fund redemption as provided in the form of the Series 2011A Bonds and in Section 4.06(f). The Series 2017 Bonds are subject to mandatory sinking fund redemption in the amounts and on the dates set forth in Section 4.06(f). DMWEST #16808481 v7 67 (c) Extraordinary Mandatory Redemption. The Series 2011A Bonds and the Series 2017 Bonds are subject to extraordinary mandatory redemption prior to maturity in whole or in part, and if in part, by lot, on any date at a redemption price equal to 100% of the principal amount thereof, plus interest accrued to the redemption date, if one or more of the following events shall have occurred: (i) substantially all of the Project is damaged or destroyed, resulting in net insurance proceeds, following which the Corporation shall have elected not to restore the Project as provided in this Indenture; or (ii) condemnation or taking of substantially all of the Project, resulting in a net condemnation award, following which the Corporation shall have elected not to restore the Project as provided in this Indenture. (d) Special Redemption. (i) The Series 2011A Bonds are subject to special redemption prior to maturity as provided in the form of the Series 2011A Bonds attached hereto as Exhibit A-1 hereto. (ii) The Series 2017A Bonds are subject to special redemption prior to maturity as provided in Section 4.06(c). (iii) All Series 2011A Bonds and the Series 2017 Bonds are subject to special redemption prior to maturity at the option of the Corporation in whole on any interest payment date when the amounts on deposit in the Capital Fund, together with amounts on deposit in the Bond Fund (other than the PFC Account), the Debt Service Reserve Fund and the Operation and Maintenance Reserve Account, are sufficient to pay the principal of and interest on all Outstanding Bonds; provided that the amounts on deposit in such Funds used for such special redemption shall only be Project Revenues. (iv) Any special redemption under this Section 9.01(d) shall be made at a redemption price equal to 100% of the principal amount thereof, plus interest accrued to the redemption date. Section 9.02. Selection of Bonds to be Called for Redemption Unless otherwise provided in respect of a series of Bonds, if less than all the Bonds of a maturity are to be redeemed, the particular Bonds of such maturity to be called for redemption shall be selected by lot by the Trustee in any manner deemed fair and reasonable by the Trustee. The Bonds shall be redeemed only in integral multiples of $5,000. In case a Bond is of a denomination larger than the minimum denomination of $5,000, a portion of such Bond may be redeemed, but only in the principal amount of $5,000 or any integral multiple thereof, except for the final remaining maturity amount of the Bonds of any series, which may be in an amount less than $5,000. For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Bonds shall relate, in the case of any Bond redeemed or DMWEST #16808481 v7 68 to be redeemed only in part, to the portion of the principal of such Bond which has been or is to be redeemed. Section 9.03. Notice of Redemption When required to redeem Bonds under any provision of this Indenture, the Trustee shall cause notice of the redemption to be given by first-class mail, postage prepaid, mailed to all Owners of Bonds to be redeemed at their registered address not more than 60 days nor less than 30 days prior to the redemption date. Any such notice shall be given in the name of the Corporation, shall (i) identify the Bonds to be redeemed (and, in the case of partial redemption of any Bonds, the respective principal amounts thereof to be redeemed) by designation, letters, CUSIP numbers or other distinguishing marks, (ii) specify the redemption date and the redemption price, (iii) specify the place or places, by name and address, where the amounts due upon redemption are payable, and (iv) state that on the redemption date the Bonds called for redemption will be payable at the principal operations center of the Trustee, and that from that date interest will cease to accrue, provided funds for their redemption are on deposit at the place of payment at that time. Failure to give such notice by mailing to any Owner, or any defect therein, shall not affect the validity of any proceeding for the redemption of other Bonds as to which no such failure or defect exists. All Bonds so called for redemption will cease to bear interest after the specified redemption date, provided funds for their redemption are on deposit at the place of payment at that time. If at the time of mailing of notice of an optional redemption there shall not have been deposited with the Trustee moneys sufficient to redeem all the Bonds called for redemption, such notice may state that it is conditional, that is, subject to the deposit of the redemption moneys with the Trustee on the scheduled redemption date, and such notice shall be of no effect unless such moneys are so deposited; provided, however, that if such conditional notice of redemption is given with respect to the redemption of the Series 2011A Bonds, then such notice shall be of no effect unless such moneys are deposited with the Trustee not later than the opening of business five Business Days prior to the date fixed for redemption. Section 9.04. Payment of Redemption Price If (a) unconditional notice of redemption has been duly published or duly waived by the Owners of all Bonds called for redemption or (b) conditional notice of redemption has been so given or waived and the redemption moneys have been duly deposited with the Trustee, then in either case the Bonds called for redemption shall be payable on the redemption date at the applicable redemption price. Payment of the redemption price together with the premium, if any, and accrued interest shall be made by the Trustee to or upon the order of the Owners of the Bonds called for redemption upon surrender of such Bonds. The redemption price and premium, if any, in respect of Bonds, the expenses of giving notice and any other expenses of redemption (except accrued interest), shall be paid out of the Fund from which redemption is to be made or from other moneys which the Corporation makes available for such purpose. Accrued interest shall be paid out of the Bond Fund. DMWEST #16808481 v7 69 Section 9.05. Bonds Redeemed in Part Any Bond which is to be redeemed only in part shall be surrendered at a place stated for the surrender of Bonds called for redemption in the notice provided for in Section 9.03 (with due endorsement by, or a written instrument of transfer in form satisfactory to the Trustee duly executed by, the owner thereof or his attorney duly authorized in writing) and the Corporation shall execute and the Trustee shall authenticate and deliver to the Owner of such Bond without service charge, a new Bond or Bonds, of any authorized denomination as requested by such Owner in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Bond so surrendered. Section 9.06. Bond Redemption Fund for Refunding Issues Whenever the Corporation issues Bonds hereunder for refunding purposes, the Corporation may, by supplemental indenture authorizing the Bonds, direct the Trustee to establish a separate bond redemption fund and to deposit therein the proceeds of the refunding Bonds. The supplemental indenture shall specify the investment and application of amounts so deposited including, without limitation, the transfer thereof to any other fiscal agent or trustee of the Corporation and the time and conditions for such transfer. ARTICLE X. EVENTS OF DEFAULT AND REMEDIES Section 10.01. Events of Default Defined Each of the following shall be an “Event of Default” hereunder: (a) If payment of the principal or redemption price of, or any premium on, any Bond is not made when it becomes due and payable at maturity or upon call for redemption; or (b) If the required payment is not made into any sinking fund established pursuant to this Indenture when the same is due and payable; or (c) If the payment of any installment of interest on any Bond is not made when it becomes due and payable; or (d) If a default shall be made in the due and punctual observance or performance of any covenant, contract or other provision in the Bonds, the Deed of Trust, or this Indenture contained (other than as referred to in (a), (b) or (c) of this Section) and such default shall continue for a period of 60 days after written notice specifying such default and requiring the same to be remedied shall have been given to the Corporation by the Trustee; or (e) Prior to the Deed of Trust Termination Date, if an “Event of Default” as defined in the Deed of Trust occurs and is continuing. DMWEST #16808481 v7 70 Any Event of Default described in this Section 10.01(d) or (e) may be waived by the Trustee if the Corporation is proceeding with due diligence to cure such default and the Corporation is not otherwise in default under (a), (b) or (c) of this Section. Section 10.02. Acceleration and Annulment Thereof Subject to Section 10.06, if any Event of Default occurs, the Trustee shall, subject to the rights of the County set forth in this Section 10.02, by notice in writing to the Corporation declare the principal of all Bonds then Outstanding to be immediately due and payable; and upon such declaration the said principal, together with premium, if any, and interest accrued thereon, shall become due and payable immediately at the place of payment provided therein, anything in the Indenture or in said Bonds to the contrary notwithstanding. If, after the principal of said Bonds has been so declared to be due and payable, all arrears of interest upon the Bonds (and interest on overdue installments of interest at the rate borne by the Bonds) are paid or caused to be paid by the Corporation, and the Corporation also performs or causes to be performed all other things in respect to which it may have been in default hereunder and pays or causes to be paid the reasonable charges of the Trustee and the Bondholders, including reasonable attorney’s fees, then, and in every such case, the Majority Interest, by notice to the Corporation and to the Trustee, may annul such declaration and its consequences and such annulment shall be binding upon the Trustee and upon all Owners of Bonds issued hereunder; but no such annulment shall extend to or affect any subsequent default or impair any right or remedy consequent thereon. Notwithstanding the foregoing, upon the occurrence of an Event of Default, the Trustee shall within five (5) days of such occurrence, provide notice to the County, and the County shall have the option, to cure such Event of Default within ninety (90) days after receipt of notice. Amounts advanced by the County as a result of the exercise of this option to cure monetary defaults hereunder and reasonable, direct expenses of the County advanced to cure non-monetary defaults hereunder shall be deemed to be Indebtedness of the Corporation to the County, entitled to payment from the Revenue Fund pursuant to Section 4.05 hereof. Nothing herein shall be construed to create any obligation of the County to cure any Event of Default. Section 10.03. Legal Proceedings by Trustee If any Event of Default has occurred and is continuing, the Trustee in its discretion may, and upon the written request of the Majority Interest and receipt of indemnity to its satisfaction, shall, in its own name, or in combination with the Corporation: A. By suit, action or proceeding at law or in equity, enforce all rights of the Bondholders, including the right to require collection of the amounts payable under the Bonds and to require the carrying out of any other provisions of this Indenture and, prior to the Deed of Trust Termination Date, the Deed of Trust for the benefit of the Bondholders; B. Bring suit upon the Bonds; and DMWEST #16808481 v7 71 C. By action or suit in equity enjoin any acts or things which may be unlawful or in violation of the rights of the Bondholders. Section 10.04. Discontinuance of Proceedings by Trustee If any proceeding taken by the Trustee on account of any Event of Default is discontinued or is determined adversely to the Trustee, the Corporation, the Trustee and the Bondholders shall be restored to their former positions and rights hereunder as though no such proceeding had been taken, but subject to the limitations of any such adverse determination. Section 10.05. Bondholders May Direct Proceedings The Majority Interest shall have the right, by an instrument or concurrent instruments in writing delivered to the Trustee, to direct the method and place of conducting all remedial proceedings to be taken by the Trustee hereunder provided that such directions shall not be otherwise than in accordance with the law or the provisions of this Indenture. Without limitation of the foregoing, any such remedial proceeding may include forbearance or non-action on the part of the Trustee, the acceptance by the Trustee, as beneficiary under the Deed of Trust, of a deed in lieu of foreclosure, the sale of the property covered by the Deed of Trust free of the lien thereof for an amount less than the amounts due with respect to the Bonds and the waiver of claims or the granting of a covenant not to sue. Before taking any action hereunder requested by Bondholders, the Trustee may require that it be furnished an indemnity bond or other indemnity satisfactory to it for the reimbursement of all expenses to which it may be put and to protect it against all liability, except liability which results from the negligence or willful misconduct of the Trustee, by reason of any action so taken or omitted to be taken by the Trustee. Section 10.06. Limitations on Actions by Bondholders No Bondholders shall have any right to pursue any remedy hereunder unless: (a) the Trustee shall have been given written notice of an Event of Default, (b) the Owners of at least 25% in principal amount of the Bonds Outstanding respecting which there has been an Event of Default shall have requested the Trustee, in writing, to exercise the powers hereinabove granted or to pursue such remedy in its or their name or names, (c) the Trustee shall have been offered indemnity satisfactory to it against costs, expenses and liabilities, such satisfaction in all respects subject to Section 10.13 hereof, and (d) the Trustee shall have failed to comply with such request within a reasonable time. DMWEST #16808481 v7 72 Section 10.07. Trustee May Enforce Rights Without Possession of Bonds All rights under the Indenture and the Bonds may be enforced by the Trustee without the possession of any Bonds or the production thereof at the trial or other proceedings relative thereto, and any proceedings instituted by the Trustee shall be brought in its name for the ratable benefit of the Owners of the Bonds. Section 10.08. Delays and Omissions Not to Impair Rights No delay or omission in respect of exercising any right or power accruing upon any Event of Default shall impair such right or power or be a waiver of such Event of Default and every remedy given by this Article may be exercised from time to time and as often as may be deemed expedient. Section 10.09. Application of Moneys in Event of Default Upon the occurrence of any Event of Default, the Trustee shall not disburse any moneys from any Fund or account established hereunder without the written consent of the Majority Interest provided that the Trustee may expend moneys for Operation and Maintenance Expenses pursuant to the Operating Budget unless directed to the contrary by the Majority Interest. Subject to the provision that in no event will amounts deposited in (i) the Debt Service Reserve Fund be applied other than to pay principal of or interest on the Bonds while any such Bonds are Outstanding, (ii) the PFC Account be applied other than to pay principal on the PFC Eligible Bonds while any such Bonds are Outstanding, and (iii) the PFC Interest Subaccount be applied other than to pay interest on the PFC Interest Eligible Bonds while any such Bonds are Outstanding, all moneys received by the Trustee pursuant to any right given or action taken under the provisions of this Article X or the Deed of Trust and any other moneys held as part of the Trust Estate shall be deposited in the Bond Fund, after payment of the cost and expenses of the proceedings resulting in the collection of such moneys and of the expenses, liabilities, and advances incurred, or made by the Trustee, including reasonable attorney’s fees, costs and expenses, and all other current outstanding fees and expenses of the Trustee, such moneys shall be applied in the order set forth below: (a) Unless the principal on all Bonds shall have become or been declared due and payable, all such moneys shall be applied: First: To the payment of all installments of interest then due on the Bonds with interest on such overdue interest at the rate per annum borne by such Bonds and, if the amount available shall not be sufficient to pay in full any particular installment together with such interest, then to the ratable payment of the amounts due on such installment; Second: To the payment of the unpaid principal of any of the Bonds (other than Bonds called for redemption for the payment of which moneys are held pursuant to the provisions of the Indenture), with interest on such Bonds at the rate per annum borne by such Bonds from the respective dates upon which they become due and, if the amounts available shall not be sufficient to pay in full the Bonds due on any particular date, together with such interest, then to the ratable payment of the amounts due on such date; DMWEST #16808481 v7 73 Third: To the payment to the County of all Indebtedness to the County; and Fourth: To the payment of Subordinate Bonds. (b) If the principal of all the Bonds shall have become or been declared due and payable, all such moneys shall be applied (i) first, to the payment of the principal, premium, if any, and interest then due and unpaid upon the Bonds with interest on such overdue amounts at the rate of interest borne thereby, without preference or priority as between principal, premium or interest on such Bonds, ratably according to the amounts due respectively for principal, premium and interest to the Persons entitled thereto, (ii) second, to payments of Indebtedness due the County arising hereunder, and (iii) third to the payment of any Subordinate Bonds. (c) If the principal on all Bonds shall have been declared due and payable, and if such declaration shall thereafter have been rescinded under this Article then, subject to paragraph (b) of this Section in the event that the principal of all the Bonds shall later become or be declared due and payable, the moneys shall be applied in accordance with paragraph (a) of this Section. Whenever moneys are to be applied pursuant to this Section, the Trustee shall fix the date (which shall be the earliest practical date, in the sole discretion of the Trustee, for which the requisite notice can be given) upon which such application is to be made and upon such date interest on the amounts of principal to be paid on such dates shall cease to accrue. The Trustee shall give such notice as it may deem appropriate of the deposit with it of any such moneys and of the fixing of any such date. Section 10.10. Trustee and Bondholders Entitled to All Remedies; Remedies Not Exclusive It is the purpose of this Article to provide to the Trustee and the Bondholders all rights and remedies as may be lawfully granted under State law; but should any remedy herein granted be held unlawful, the Trustee and the Bondholders shall nevertheless be entitled to every remedy permitted under State law. It is further intended that, insofar as lawfully possible, the provisions of this Article shall apply to and be binding upon any trustee or receiver appointed under State law. No remedy herein conferred is intended to be exclusive of any other remedy or remedies, and each remedy is in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute. Section 10.11. Trustee’s Right to Receiver The Trustee shall be entitled as of right to the appointment of a receiver ex parte and without notice; and the Trustee, the Bondholders and any receiver so appointed shall have such rights and powers and be subject to such limitations and restrictions as may be contained in or permitted by State law. DMWEST #16808481 v7 74 Section 10.12. Bankruptcy Proceedings The Trustee is hereby authorized and directed, on behalf of the Owners, to file a proof or proofs of claim in any bankruptcy, receivership or other insolvency proceeding involving the Corporation. With respect to any matter in any such proceeding which requires the vote of any claimant, the Trustee is hereby authorized and directed to vote on behalf and in the name of the Owners of all Bonds Outstanding hereunder in the manner designated by the Majority Interest. Section 10.13. Certain Additional Provisions With Respect to Bondholder Remedies, Receipt of Notice and Other Matters. In the event that a Bond is registered to a nominee or a Depository holding such Bond on behalf of a Beneficial Owner, for purposes of consents to amendments, receipt of reports and notices and other actions hereunder, and the direction of election of remedies and proceedings (including, without limitation, acceleration and waiver of acceleration), the Beneficial Owner of such Bond upon provision of reasonable evidence of its status as Beneficial Owner shall be deemed to be the holder hereunder and shall have the right to give or receive the aforementioned consents, directions, reports and notices hereunder. ARTICLE XI. THE TRUSTEE Section 11.01. Acceptance of Trust The Trustee accepts and agrees to execute the trusts imposed upon it by this Indenture, but only upon and subject to the additional express terms and conditions set forth in this Article, to all of which the parties hereto and the Bondholders agree and no implied covenants or obligations shall be read into this Indenture against the Trustee. Section 11.02. No Responsibility for Recitals, Etc. The recitals, statements and representations in the Indenture or in the Bonds, save only the Trustee’s Certificate upon the Bonds, have been made by the Corporation and not by the Trustee; and the Trustee shall be under no responsibility for the correctness thereof. The Trustee shall not be responsible for the validity or adequacy of this Indenture or the Bonds or for the validity, priority, recording or rerecording, filing or re-filing of any financing statements, amendments thereto or continuation statements, except as otherwise provided in Section 11.19 hereof and except that the Trustee shall be responsible for insuring the Project when it enters into possession of a part or all of the Project pursuant to the terms of the Indenture or collecting any insurance moneys, or for the Corporation’s use or application of the proceeds from the Bonds or any money paid over by the Trustee to the Corporation or upon the Corporation’s direction in accordance with the provisions hereof, or for the use or application of any money received by any Paying Agent other than the Trustee, or for the validity of the execution by the Corporation of this Indenture or of any supplements thereto or instruments of further assurance, 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 as to the maintenance of DMWEST #16808481 v7 75 the security hereof; provided that in the event the Trustee enters into possession of a part or all of the Project pursuant to any provision of this Indenture, it shall use due diligence in preserving such property. The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty. Section 11.03. Trustee May Act Through Agents; Answerable Only for Willful Misconduct or Negligence The Trustee may exercise any powers hereunder and perform any duties required of it through attorneys, agents, officers or employees, and shall be entitled to opinion or advice of Counsel concerning all questions hereunder. The Trustee shall not be answerable for the exercise of any discretion or power under this Indenture nor for anything whatever in connection with the trust hereunder, except only its own willful misconduct or negligence. The Trustee shall not be answerable for the default or misconduct of any attorney or agent selected by it with reasonable care. The Trustee may act upon the opinion or advice of Counsel selected by it in the exercise of reasonable care, and may in all cases pay such reasonable compensation to any such Counsel in connection therewith. The Trustee shall not be responsible for any loss or damage resulting from any action or nonaction based on its good faith reliance upon such opinion or advice. Section 11.04. Compensation and Indemnity The Corporation shall pay the Trustee reasonable compensation for its ordinary services hereunder (which compensation is not intended by the parties hereto to be limited by any provision of law in regard to the compensation of a trustee of an express trust), and also all its reasonable expenses and disbursements as and when the same become due, and all advances, agent, and counsel fees and other ordinary expenses reasonably and necessarily made or incurred by the Trustee in connection with such ordinary services. In the event that it should become necessary for the Trustee to perform extraordinary services, the Trustee shall be entitled to reasonable additional compensation therefor and to reimbursement for reasonable and necessary extraordinary expenses in connection therewith; provided that if such extraordinary services or extraordinary expenses are occasioned by the negligence or willful misconduct of the Trustee it shall not be entitled to compensation or reimbursement therefor. As security for the performance of the Corporation under this Section, the Trustee also shall have a lien prior to the Bonds upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of or interest or premiums on the Bonds. To the extent permitted by applicable law, the Corporation agrees to indemnify the Trustee against any claims arising out of the exercise and performance of its powers and duties hereunder in good faith and without negligence. Section 11.05. Notice of Default; Right to Investigate The Trustee shall, within five (5) business days after the occurrence thereof, give written notice by first-class mail to Owners of Bonds of all defaults known to the Trustee and send a copy of such notice to the Corporation, unless such defaults have been remedied (the term “defaults” for purposes of this Section is defined to include the events specified in Section 10.01 hereof, not including any notice or periods of grace provided for therein). The Trustee may, DMWEST #16808481 v7 76 however, at any time require of the Corporation full information as to the performance of any covenant hereunder; and, if information satisfactory to it is not forthcoming, the Trustee may make or cause to be made an investigation into the affairs of the Corporation related to this Indenture and the properties covered hereby. Section 11.06. Obligation to Act on Defaults If any Event of Default shall have occurred and be continuing, the Trustee shall exercise such of the rights and remedies vested in it by this Indenture and shall use the same degree of care in their exercise as a prudent man would exercise or use in the circumstances in the conduct of his own affairs; provided, that if in the opinion of the Trustee such action may tend to involve expense or liability, it shall not be obligated to take such action unless it is furnished with indemnity reasonably satisfactory to it. Section 11.07. Provision of Monthly Fund Statements The Trustee shall provide to the Corporation written monthly fund statements by the fifteenth (15th) day of each month depicting the balances as of the end of the preceding month in each Fund and account established under this Indenture. Section 11.08. Reliance on Requisition, Counsel, Etc. The Trustee may act on any requisition, resolution, notice, telegram, request, consent, waiver, certificate, statement, affidavit, voucher, bond, or other paper or document which it in good faith believes to be genuine and to have been passed or signed by the proper persons or to have been prepared and furnished pursuant to any of the provisions of the Indenture; and the Trustee shall be under no duty to make any investigation as to any statement contained in any such instrument, but may accept the same as conclusive evidence of the accuracy of such statement. The Trustee will be entitled to rely upon opinions of Counsel and will not be responsible for any loss or damage resulting from reliance in good faith thereon, except for its own negligence or willful misconduct. Section 11.09. Trustee May Own Bonds The Trustee may in good faith buy, sell, own and hold any of the Bonds and may join in any action which any Bondholders may be entitled to take with like effect as if the Trustee were not a party to the Indenture. The Trustee may also engage in or be interested in any financial or other transaction with the Corporation or the Corporation; provided that if the Trustee determines that any such relation is in conflict with its duties under this Indenture, it shall eliminate the conflict or resign as Trustee. Section 11.10. Construction of Ambiguous Provisions The Trustee may construe any ambiguous or inconsistent provisions of this Indenture, and any such construction by the Trustee shall be binding upon the Bondholders. In construing any such provision, the Trustee will be entitled to rely upon opinions or advice of DMWEST #16808481 v7 77 Counsel and will not be responsible for any loss or damage resulting from reliance in good faith thereon except for its own negligence or willful misconduct. Section 11.11. Resignation of Trustee The Trustee may resign and be discharged of the trusts created by this Indenture, subject to the appointment of a successor, by written resignation filed with the Corporation not less than sixty (60) days before the date when it is to take effect, provided notice of such resignation is mailed by registered or certified mail to all Bondholders not less than three weeks prior to the date when the resignation is scheduled to take effect. Such resignation shall take effect only upon the appointment of a successor trustee. Section 11.12. Removal of Trustee Any Trustee hereunder may be removed at any time by an instrument appointing a successor to the Trustee so removed, executed by the Corporation (so long as no Event of Default has occurred and is continuing or there has not occurred any event which, with giving of notice or the lapse of time, or both, would create an Event of Default) or by a Majority Interest and filed with the Trustee and the Corporation (if executed by a Majority Interest). Such removal shall take effect only upon the appointment of a successor trustee. Section 11.13. Appointment of Successor Trustee If the Trustee or any successor trustee resigns or is removed (other than pursuant to Section 11.12 hereof) or dissolved, or if its property or business is taken under the control of any state or federal court or administrative body, a vacancy shall forthwith exist in the office of the Trustee, and the Corporation (so long as there is no Event of Default hereunder) shall appoint a successor and shall mail notice of such appointment by registered or certified mail to all Bondholders. If the Corporation fails to make such appointment within 30 days after the date notice of resignation is filed, if there is an Event of Default hereunder, or if the Trustee is removed pursuant to Section 11.12 hereof, the Majority Interest may appoint a successor Trustee. If the Corporation or the Bondholders, or to which it may sell or transfer its corporate trust business and assets as a whole or substantially as a whole, shall fail to appoint a successor Trustee within 90 days after the Trustee has given notice of its resignation, the Trustee shall have the right to petition a court of competent jurisdiction to appoint a successor trustee hereunder. Section 11.14. Qualification of Successor A successor trustee shall be a national bank with trust powers or a bank and trust company or a trust company organized under the laws of one of the States of the United States, in each case having capital and surplus of at least $50,000,000, if there be one able and willing to accept the trust on reasonable and customary terms. Section 11.15. Instruments of Succession Any successor trustee shall execute, acknowledge and deliver to the Corporation an instrument accepting such appointment hereunder; and thereupon such successor trustee, without any further act, deed or conveyance, shall become fully vested with all the estates, DMWEST #16808481 v7 78 properties, rights, powers, trusts, duties and obligations of its predecessor in the trust hereunder, with like effect as if originally named Trustee herein. The Trustee ceasing to act hereunder shall pay over to the successor trustee all moneys held by it hereunder; and, upon request of the successor trustee, the Trustee ceasing to act and the Corporation shall execute and deliver an instrument transferring to the successor trustee all the estates, properties, rights, powers and trusts hereunder of the Trustee ceasing to act. The Corporation shall be provided with a copy of each instrument mentioned herein. Section 11.16. Merger of Trustee Any corporation into which any Trustee hereunder may be merged or with which it may be consolidated, or to which it may sell or transfer its corporate trust business and assets as a whole or substantially as a whole, or any corporation resulting from any merger or consolidation to which any Trustee hereunder shall be a party, shall be the successor trustee under this Indenture, without the execution or filing of any paper or any further act on the part of the parties hereto, anything herein to the contrary notwithstanding. Section 11.17. Appointment of Co-Trustee It is the purpose of this Indenture that there shall be no violation of any law of any jurisdiction (including particularly the laws of the State of Colorado) denying or restricting the right of banking corporations or associations to transact business as Trustee in such jurisdiction. It is recognized that in case of litigation under this Indenture, and in particular in case of the enforcement of any such document in default, or in case the Trustee deems that by reason of any present or future law of any jurisdiction it may not exercise any of the powers, rights or remedies herein granted to the Trustee or hold title to the properties, in trust, as herein granted, or take any other action which may be desirable or necessary in connection therewith, it may be necessary that the Trustee appoint an additional individual or institution as a separate or Co-Trustee. The following provisions of this Section are adopted to these ends. The Trustee may appoint an additional individual or institution as a separate or Co-Trustee, in which event such and every remedy, power, right, claim, demand, cause of action, indemnity, estate, title, interest and lien expressed or intended by this Indenture to be exercised by or vested in or conveyed to the Trustee with respect thereto shall be exercisable by and vest in such separate or Co-Trustee but only to the extent necessary to enable such separate or Co-Trustee to exercise such powers, rights and remedies, and every covenant and obligation necessary to the exercise thereof by such separate or Co-Trustee shall run to and be enforceable by either of them. Should any deed, conveyance or instrument in writing from the Corporation be required by the separate or Co-Trustee so appointed by the Trustee for more fully and certainly vesting in and confirming to him or it such properties, rights, powers, trusts, duties and obligations, any and all such deeds, conveyances and instruments in writing shall, on request, be executed, acknowledged and delivered by the Corporation. In case any separate or Co-Trustee, or a successor to either, shall die, become incapable of acting, resign or be removed, all the estates, properties, rights, powers, trusts, duties and obligations of such separate or Co-Trustee, so far as DMWEST #16808481 v7 79 permitted by law, shall vest in and be exercisable by the Trustee until the appointment of a new Trustee or successor to such separate or Co-Trustee. Section 11.18. Intervention by Trustee In any judicial proceeding to which the Corporation is a party and which in the opinion of the Trustee and its Counsel has a substantial bearing on the interests of Owners of the Bonds, the Trustee may intervene on behalf of Bondholders and shall do so if requested in writing by the Owners of at least 25% in principal amount of Bonds then Outstanding and furnished indemnity. The rights and obligations of the Trustee under this Section are subject to the approval of a court of competent jurisdiction. Section 11.19. Recording and Filing The Trustee covenants that it will cause all financing statements related to this Indenture and the Deed of Trust (except, in each case, the initial financing statements) and all supplements thereto, and such other security agreements, financing statements and all supplements thereto and other instruments as may be required or recommended from time to time by Bond Counsel 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 Bondholders and the rights of the Trustee hereunder. The Trustee, at the direction of the Corporation or Bond Counsel, shall take or cause to be taken any and all other action deemed necessary by the Corporation or Bond Counsel to perfect the security interest created by this Indenture or the Deed of Trust, all at the expense of the Corporation. Without limiting the foregoing, until the Deed of Trust Termination Date the Trustee shall file continuation statements with respect to each UCC financing statement relating to the Deed of Trust filed at the time of the issuance of each series Bonds. In addition, unless the Trustee shall have been notified in writing by the Corporation or Bond Counsel that any such initial filing or description of collateral contained therein was or has become defective or is no longer adequate, due to place of filing, collateral description, or any other appropriate reason, to protect fully the security of the Bondholders and the rights of the Trustee thereunder, the Trustee shall be fully protected in (a) relying on such initial filing and description in filing any financing or continuation statements or modifications thereto pursuant to this section, and (b) filing any continuation statements in the same filing offices as the initial filings were made. The Corporation shall be responsible for the customary fees charged by the Trustee for the preparation and filing of continuation statements and for the reasonable costs incurred by the Trustee in the preparation and filing of all continuation statements hereunder. Section 11.19. Privileges and Immunities of Paying Agent and Registrar The Paying Agents and the Registrar shall, in the exercise of their duties hereunder, be afforded the same rights, discretions, privileges and immunities as the Trustee in the exercise of such duties. Section 11.20. Expenditure of Trustee Funds No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, DMWEST #16808481 v7 80 or in the exercise of any of its rights or powers. If it shall have reasonable grounds for believing that repayment of advanced funds or adequate indemnity against such risk or liability is reasonably assured to it, the Trustee may, in its sole discretion, expend its own funds in the performance of any of its duties hereunder. The Trustee shall not be required to give any bond or surety in respect to the execution of its trusts and powers hereunder or otherwise. ARTICLE XII. ACTS OF BONDHOLDERS: EVIDENCE OF OWNERSHIP OF BONDS Section 12.01. Acts of Bondholders; Evidence of Ownership Any action to be taken by Bondholders may be evidenced by one or more concurrent written instruments of similar tenor signed or executed by such Bondholders in person or by agent appointed in writing. The fact and date of the execution by any Person of any such instrument may be proved by acknowledgment before a notary public or other officer empowered to take acknowledgments of deeds or by an affidavit of a witness to such execution. Where such execution is by an officer of a corporation or a member of a partnership, on behalf of such corporation or partnership, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner which the Trustee deems sufficient. The ownership of Bonds shall be proved by the Bond Register. Any action by the Owner of any Bond shall bind all future Owners of the same Bond in respect of anything done or suffered by the Corporation or the Trustee in pursuance thereof. ARTICLE XIII. AMENDMENTS AND SUPPLEMENTS Section 13.01. Amendments and Supplements Without Bondholders’ Consent This Indenture may be amended or supplemented at any time and from time to time, without notice to or the consent of the Bondholders but with the prior written consent of the County, by a supplemental indenture authorized by a certified resolution of the governing body of the Corporation filed with the Trustee, for one or more of the following purposes: (a) To set forth any or all of the matters in connection with the issuance of Additional Bonds required by Sections 3.03 and 3.04 hereof; (b) To add additional covenants of the Corporation or to surrender any right or power herein conferred upon the Corporation; (c) To cure any ambiguity, to cure, correct, or supplement any formal defect or omission or inconsistent provision contained in this Indenture, to make any provision necessary or desirable due to a change in law, to make any provisions with respect to matters arising under this Indenture, or to make any provisions for any other purpose if such provisions are necessary or desirable and do not materially adversely affect the interests of the Owners of the Bonds; (d) To subject to this Indenture additional revenues, properties, or collateral; DMWEST #16808481 v7 81 (e) To grant or confer upon the Trustee for the benefit of the Owners any additional rights, remedies, powers, or authority that may lawfully be granted to or conferred upon the Owners or the Trustee; (f) To authorize different authorized denominations of the Bonds and to make correlative amendments and modifications to this Indenture regarding exchangeability of Bonds of different authorized denominations, redemptions of portions of Bonds of particular authorized denominations and similar amendments and modifications of a technical nature; (g) To qualify this Indenture under the Trust Indenture Act of 1939; and. (h) As necessary to enable the Corporation to collect and use the PFC Revenue. Section 13.02. Amendments With Bondholders’ Consent (a) Other than amendments permitted under Section 13.01 hereof, this Indenture may be amended from time to time only with the prior written consent of the County, and the Owners of at least 66 2/3% in aggregate principal amount of the Outstanding Bonds; provided however, that without the consent of the Owners with respect to all the Outstanding Bonds affected thereby, nothing herein contained shall permit, or be construed as permitting: (i) a change in the terms of the maturity of any Outstanding Bond, in the principal amount of any Outstanding Bond, in the redemption provisions applicable thereto, or the rate of interest thereon; (ii) an impairment of the right of the Owners to institute suit for the enforcement of any payment of the principal of or interest on the Bonds when due; (iii) a privilege or priority of any Bond or any interest payment over any other Bond or interest payment; or (iv) a reduction in the percentage in principal amount of the Outstanding Bonds, the consent of whose Owners is required for any such supplemental indenture. (b) Upon the execution of any supplemental indenture pursuant to the provisions of this Section, this Indenture shall be deemed to be modified and amended in accordance therewith, and the respective rights, duties, and obligations under this Indenture of the Corporation, the County, the Trustee, and all Owners of Bonds then Outstanding shall thereafter be determined, exercised, and enforced hereunder, subject in all respects to such modifications and amendments. (c) If at any time the Corporation shall request the Trustee to enter into such supplemental indenture for any of the purposes of this Section, the Trustee shall, upon being satisfactorily indemnified with respect to fees and expenses, cause written notice of the proposed execution of such supplemental indenture to be given to each Owner of a Bond at the address shown on the registration books of the Trustee, prior to the proposed date of execution and DMWEST #16808481 v7 82 delivery of any such supplemental indenture. If the Owners with respect to not less than the required percentage in aggregate principal amount of the Bonds then Outstanding at the time of the execution of any such supplemental indenture consent to the execution thereof, no Owner of any Bond shall have any right to object to any of the terms and provisions contained therein, or the operation thereof, or in any manner to question the propriety of the execution thereof, or to enjoin or restrain the Trustee or the Corporation from executing the same or from taking any action pursuant to the provisions thereof. Section 13.03. Amendment of Deed of Trust and Project Agreements If the Corporation proposes to amend the Deed of Trust prior to the Deed of Trust Termination Date or any of the Project Agreements, the Trustee may consent thereto; provided, that if such proposal would amend the Deed of Trust or Project Agreements (other than in connection with the issuance of Additional Bonds), in such a way as would adversely affect the interests of the Bondholders, the Trustee shall notify Bondholders of the proposed amendment in the manner provided in Section 13.02(c) and may consent thereto with the consent of the Owners of at least 66 2/3% in aggregate principal amount of the Outstanding Bonds affected by such amendment. Section 13.04. Trustee Authorized to Join in Amendments and Supplements; Reliance on Counsel The Trustee is authorized to join with the Corporation in the execution and delivery of any supplemental indenture or amendment permitted by this Article XIII and in so doing shall be fully protected by an Opinion of Counsel that such supplemental indenture or amendment is so permitted and has been duly authorized by the Corporation and that all things necessary to make it a valid and binding agreement have been done. ARTICLE XIV. DEFEASANCE Section 14.01. Defeasance (a) When the principal or redemption price of, and premium, if any, and interest on, all Bonds issued hereunder, and all other amounts due under this Indenture have been paid, or provision has been made for payment of the same, together with all other sums payable hereunder by the Corporation, the Trustee’s right, title and interest in this Indenture and the moneys payable hereunder shall thereupon cease and the Trustee, on demand of the Corporation, shall release this Indenture in respect thereto and shall execute such documents to evidence such release as may be reasonably required by the Corporation and shall turn over to the Corporation or its assigns all balances then held by it hereunder not required for the payment of the Bonds and such other sums. If such payment or provision therefor has been made with respect to all the Bonds of any one series, the interest of the Trustee shall cease in respect of such series, and the Trustee shall take similar action for the release of this Indenture with respect to such series. (b) Without limiting the generality of the foregoing, provision for the payment of Bonds shall be deemed to have been made when the Trustee holds in trust and irrevocably sets aside exclusively for such payment, any combination of (i) moneys sufficient to make such DMWEST #16808481 v7 83 payment, (ii) Governmental Obligations maturing as to principal and interest in such amounts and at such times as will provide sufficient moneys (without consideration of any reinvestment thereof) to make such payment, and which Governmental Obligations are not subject to prepayment, redemption or call prior to their stated maturity, or (iii) combination of (i) and (ii); provided, however, that prior to the release of this Indenture with respect to such Bonds, the Trustee shall also have received (A) if the provision for the payment of the Bonds is made under clauses (ii) or (iii) of this subsection (b), a report of an Accountant that the moneys and Governmental Obligations set aside exclusively for such payment are sufficient to meet all payments of principal, interest or redemption price on the Bonds and (B) an opinion of Bond Counsel that such deposit will not adversely affect the exclusion from gross income of the interest on any of the Tax-Exempt Bonds. No Bonds in respect of which a deposit under clause (i), (ii) or (iii) above has been made shall be deemed paid within the meaning of this Article unless the Trustee is satisfied that the amounts deposited are sufficient to make all payments that might become due on the Bonds. Notwithstanding the foregoing, no delivery to the Trustee under this subsection (b) shall be deemed a payment of any Bonds which are to be redeemed prior to their stated maturity until such Bonds shall have been irrevocably called or designated for redemption on a date thereafter on which such Bonds may be redeemed in accordance with the provisions of this Indenture and, in the event such Bonds are not to be redeemed within the next 60 days, the prior notice of such redemption shall have been given in accordance with Article IX or the Corporation shall have given the Trustee, in form satisfactory to the Trustee, irrevocable instructions to give, in the manner and at the times prescribed by Article IX, notice of redemption. Neither the obligations nor moneys deposited with the Trustee pursuant to this Section shall be withdrawn or used for any purpose other than, and shall be segregated and held in trust for, the payment of the principal of, redemption price of and interest on the Bonds with respect to which such deposit has been made. (c) Anything in Article XIII to the contrary notwithstanding, if moneys or Governmental Obligations have been deposited or set aside with the Trustee pursuant to this Article for the payment of the principal, the redemption price of the Bonds and the interest thereon and the principal, or redemption price of such Bond and the interest thereon shall not have in fact been actually paid in full, no amendment to the provisions of this Article shall be made without the consent of the Owner of each of the Bonds affected thereby. Section 14.02. County’s Rights (a) The Corporation covenants and agrees that all activities of the Corporation shall be undertaken for the benefit of the County. Upon termination of this Indenture, the County shall be entitled to acquire title to the Project without cost. (b) In furtherance of the Project Agreements, the County is hereby granted the right to obtain, at any time, fee title and exclusive possession of property (including the Project) financed by obligations of the Corporation (including the Bonds) free from liens and encumbrances created by the Corporation related to the Bonds (but subject to other Permitted Encumbrances), and any additions to such property by (1) placing into escrow an amount that will be sufficient to defease such Bonds and other obligations, and (2) paying reasonable costs DMWEST #16808481 v7 84 incident to the defeasance, each as provided in Section 14.01 hereof. The County, at any time before it defeases such obligations, shall not agree or otherwise be obligated to convey any interest in such property to any person (including the United States of America or its agencies or instrumentalities) for any period extending beyond or beginning after the County defeases such obligations. In addition, the County shall not agree or otherwise be obligated to convey a fee interest in such property to any person who was a user thereof, (or a related person) before the defeasance within ninety (90) days after the County defeases such obligations. (c) If the County exercises its option under subsection (b) hereof, the Corporation shall immediately cancel all encumbrances on such property, including all leases and management agreements (subject to Permitted Encumbrances as aforesaid). Any lease, management contract, or similar encumbrance on such property will be considered immediately cancelled if the lessee, management company, or other user vacates such property within a reasonable time, not to exceed ninety (90) days, after the date the County exercises its rights under Section (b) above. (d) In addition to the foregoing, if pursuant to Article X hereof, the Trustee declares the principal of any Bonds then Outstanding to be due and payable and any foreclosure proceeding or other action is commenced under this Indenture or, prior to the Deed of Trust Termination Date, the Deed of Trust, which could lead to the sale or other disposition of the property pledged thereunder, the County is hereby granted an exclusive option to purchase all such property (including the Project) for the amount of the outstanding indebtedness of the Corporation and accrued interest to the date of default. The Trustee shall provide notice to the County of the commencement of any such action within ten (10) days of the occurrence thereof. The County shall have ninety (90) days from the date it is notified by the Trustee of such action in which to both exercise the option (which shall be exercised by giving written notice of such exercise to the Trustee and the Corporation) and purchase the property. (e) In the event the County exercises its options under subsection (b) or (d) hereof, the County shall receive a credit towards its defeasance or purchase costs in the amount of any fund or account balances held under this Indenture with the exception of (1) the Excess Investment Earnings Fund, (2) an amount representing Operation and Maintenance Expenses required by the Corporation’s current operating budget through the date of defeasance or purchase, and (3) any amount needed to pay additional interest on the Bonds or expenses in connection with such defeasance under Section 14.01 of this Indenture. (f) Unencumbered fee title (subject to certain Permitted Encumbrances as aforesaid) to the Project and any additions thereto and exclusive possession and use thereof will vest in the County without demand or further action on its part when all obligations issued under the Indenture (including the Bonds) are discharged. For purposes of this subsection (f), such obligations will be discharged when (1) cash is available at the place of payment on the date that the obligations are due (whether at maturity or upon call for redemption) and (2) interest ceases to accrue on the obligations. All leases, management contracts and similar encumbrances on the Project shall terminate upon discharge of said obligations. Encumbrances that do not significantly interfere with the enjoyment of such property, such as most easements granted to utility companies, are not considered encumbrances for purposes of this Section. DMWEST #16808481 v7 85 ARTICLE XV. MISCELLANEOUS PROVISIONS Section 15.01. Deposit of Funds for Payment of Bonds If there are on deposit with the Trustee funds (including proceeds of government obligations as provided in Section 14.01) sufficient to pay the principal or redemption price of any Bonds becoming due, either at maturity or by call for redemption or otherwise, together with the premium, if any, and all interest accruing thereon to the due date, all interest on such Bonds shall cease to accrue on the due date and all liability of the Corporation with respect to such Bonds shall likewise cease, except as hereinafter provided. Thereafter the Owners of such Bonds shall be restricted exclusively to the funds so deposited for any claim of whatsoever nature with respect to such Bonds and the Trustee shall hold such funds in trust for such Owners. Moneys (including proceeds of government obligations as provided in Section 14.01) so deposited with the Trustee which remain unclaimed two years after the date payment thereof becomes due shall, if the Corporation is not at the time, to the knowledge of the Trustee, in default with respect to any covenant in the Indenture or the Bonds, be paid to the Corporation, unless there is a dispute as to the payment thereof, upon receipt by the Trustee of indemnity satisfactory to it, and the Owners of the Bonds for which the deposit was made shall thereafter be limited to a claim against the Corporation; provided, however, that the Trustee, before making payment to the Corporation, may send notice by registered mail to each Owner of Bonds who hasn’t claimed such moneys at such Owner’s last known address, stating that the moneys remaining unclaimed will be returned to the Corporation after a specified date. Section 15.02. Illegal, etc. Provisions Disregarded In case any provision in this Indenture or the Bonds shall for any reason be held invalid, illegal or unenforceable in any respect, this Indenture shall be construed as if such provision had never been contained herein. Section 15.03. Notices to Trustee and Corporation (a) Except as otherwise provided herein, all notices, certificates, or other communications required to be given to any of the persons set forth below pursuant to any provision of this Indenture shall be in writing, shall be given either in person or by certified or registered mail, and if mailed, shall be deemed received three (3) days after having been deposited in a receptacle for United States mail, postage prepaid, addressed as follows: Corporation: Eagle County Administration Building 500 Broadway, Eagle, Colorado 81631 Attention: County Attorney Email: bryan.treu@eaglecounty.us Trustee: UMB Bank, n.a. 1670 Broadway Denver, Colorado 80202 DMWEST #16808481 v7 86 Attention: Corporate Trust & Escrow Services Telephone: 303-764-3604 Email: patricia.peters @umb.com (b) In lieu of mailed notice to any person set forth above, the persons designated above may provide notice by email to any email address set forth above for any other person designated above and any such notices shall be deemed received upon receipt by the sender of an email from such person confirming such receipt, or upon receipt by the sender of such other confirmation of receipt as may be reasonably reliable under the circumstances. (c) The persons designated above may, by notice given hereunder, designate any further or different addresses to which subsequent notices, certificates, or other communications shall be sent. (d) Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Owners shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. Section 15.04. No Rights Conferred on Others Nothing herein contained shall confer any right upon any person other than the parties hereto, the County (to the extent provided herein), the Owners of the Bonds and the Corporation. Section 15.05. Successors and Assigns All the covenants, promises and agreements in this Indenture contained by or on behalf of the Corporation, or by or on behalf of the Trustee, shall bind and inure to the benefit of their respective successors and assigns, whether so expressed or not. Section 15.06. Headings for Convenience Only The descriptive headings in this Indenture are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof. Section 15.07. Counterparts This Indenture may be executed in any number of counterparts, each of which when so executed and delivered shall be an original; but such counterparts shall together constitute but one and the same instrument. Section 15.08. Payments Due On Saturdays, Sundays and Holidays In any case where the date of maturity of interest on or principal of the Bonds or the date fixed for redemption of any bonds shall be a Saturday or Sunday or a legal holiday or a DMWEST #16808481 v7 87 day on which banking institutions in the city of payment are authorized by law to close, then payment of interest, premium, if any, or principal or redemption price 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 on such payment shall accrue for the period after such date. Section 15.09. Applicable Law This Indenture shall be governed by and construed in accordance with the laws of the State. Section 15.10. No Recourse against Officers and Agents. Pursuant to §11-57-209 of the Supplemental Act, if a member of the governing body, or any officer or agent of the Corporation acts in good faith, no civil recourse shall be available against such member, officer, or agent for payment of the principal, interest or prior redemption premiums on the Bonds. Such recourse shall not be available either directly or indirectly through the governing body of the Corporation or the Corporation, or otherwise, whether by virtue of any constitution, statute, rule of law, enforcement of penalty, or otherwise. By the acceptance of the Bonds and as a part of the consideration of their sale or purchase, any person purchasing or selling such Bond specifically waives any such recourse. Section 15.11. Conclusive Recital. Pursuant to §11-57-210 of the Supplemental Act, the Bonds shall contain a recital that they are issued pursuant to certain provisions of the Supplemental Act. Such recital shall be conclusive evidence of the validity and the regularity of the issuance of the Bonds after their delivery for value. Section 15.12. Limitation of Actions. Pursuant to §11-57-212 of the Supplemental Act, no legal or equitable action brought with respect to any legislative acts or proceedings in connection with the authorization or issuance of the Bonds shall be commenced more than thirty days after the authorization of the Bonds. Section 15.13. Electronic Storage. The parties hereto agree that the transactions described herein may be conducted and related documents may be stored by electronic means. Copies, telecopies, facsimiles, electronic files, and other reproductions of original executed documents shall be deemed to be authentic and valid counterparts of such original documents for all purposes, including the filing of any claim, action, or suit in the appropriate court of law. [Signature Page to Amended and Restated Trust Indenture] IN WITNESS WHEREOF, intending to be legally bound, EAGLE COUNTY AIR TERMINAL CORPORATION, has caused this Indenture to be executed by its President and its corporate seal to be hereunto affixed and attested by its Secretary, and UMB BANK, n.a., as Trustee, has caused this Indenture to be executed by one of its Vice Presidents or Trust Officers and its seal to be hereunto affixed and attested by one of its duly authorized officers, all as of the day and year first above written. EAGLE COUNTY AIR TERMINAL [SEAL] CORPORATION Attest: By: Secretary President UMB BANK, n.a., [SEAL] Trustee Attest: By: Vice President DMWEST #16808481 v7 A-1 EXHIBIT A-1 SPECIMEN SERIES 2011A BOND DMWEST #16808481 v7 A-2 EXHIBIT A-2 FORM OF SERIES 2017[A][B] BOND UNLESS THIS BOND IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (“DTC”) TO THE CORPORATION OR THE BOND REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY BOND ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY OTHER PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. BY THEIR ACCEPTANCE OF THE BONDS, EACH BONDHOLDER ACKNOWLEDGES THAT THE BONDS ARE NOT BEING REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ARE NOT BEING REGISTERED OR OTHERWISE QUALIFIED FOR SALE UNDER THE “BLUE SKY” LAWS AND REGULATIONS OF ANY STATE. BY THE PURCHASE AND ACCEPTANCE OF THIS BOND, FROM TIME TO TIME, THE OWNERS (INCLUDING WITHOUT LIMITATION DTC PARTICIPANTS AND BENEFICIAL OWNERS) HEREOF ARE DEEMED TO HAVE IRREVOCABLY CONSENTED TO, AND AGREE TO BE BOUND BY THE AMENDED AND RESTATED TRUST INDENTURE AUTHORIZING THE ISSUANCE OF THE SERIES 2017 BONDS WHICH AMENDS AND RESTATES IN ITS ENTIRETY THE TRUST INDENTURE DATED AS OF JUNE 1, 1996, AS PREVIOUSLY AMENDED AND SUPPLEMENTED, BETWEEN EAGLE COUNTY AIR TERMINAL CORPORATION AND UMB BANK, NATIONAL ASSOCIATION, SUCCESSOR TRUSTEE TO WELLS FARGO BANK, NATIONAL ASSOCIATION. Registered R[A][B]__ $__________ UNITED STATES OF AMERICA EAGLE COUNTY STATE OF COLORADO EAGLE COUNTY AIR TERMINAL CORPORATION AIRPORT TERMINAL PROJECT REVENUE [REFUNDING/IMPROVEMENT] BONDS SERIES 2017[A][B] Per Annum Interest Rate Maturity Date Original Date CUSIP __% _____________ ___________ 26947E ____ DMWEST #16808481 v7 A-3 Registered Owner: CEDE & CO. Principal Sum: 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 (but only out of the sources hereinafter mentioned) to the Registered Owner (specifiedabove), or registered assigns, the Principal Sum (specified above) on the Maturity Date (specified above), unless this Bond shall have been duly called for previous redemption in whole or in part and payment of the redemption price shall have been duly made or provided for, upon surrender hereof, and to pay, solely from the sources hereinafter mentioned, to the person in whose name this Bond is registered at the close of business on the regular record date for such interest, which shall be the fifteenth day of April or October next preceding an interest payment date (the “Regular Record Date”), by check or draft mailed to such person at his address as it appears on the registration books of the Corporation maintained by the Trustee, interest on said principal sum at the per annum Interest Rate (specified above); provided that at the written request of any owner of at least $1,000,000 aggregate principal amount of Bonds received by the Trustee at least one business day prior to the Regular Record Date, interest hereon shall be payable in immediately available funds by wire transfer within the United States. Interest in respect of this Bond shall accrue from the interest payment date next preceding the date of authentication to which interest shall have been paid, (i) unless such date of authentication is an interest payment date to which interest shall have been paid, in which case, from such authentication date, or (ii) unless authenticated after a Record Date and prior to an interest payment date with respect to such Record Date, in which case from such interest payment date, or (iii) unless this Bond is authenticated prior to the first interest payment date in which case interest in respect of this Bond shall accrue from its Original Date shown above. Payments of interest hereunder shall be payable semi-annually on May 1 and November 1 in each year, commencing November 1, 2017, 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) on any overdue installment of interest. The Corporation has established a book-entry only system of registration for the Series 2017 Bonds. Except as specifically provided otherwise in the Indenture, the Securities Depository (or its nominee) will be the registered owner of this Bond. By acceptance of a confirmation of purchase, delivery or transfer, the Beneficial Owner of this Bond shall be deemed to have agreed to this arrangement. The Securities Depository (or its nominee), as registered owner of this Bond, shall be treated as its owner for all purposes. Any interest not punctually paid shall forthwith cease to be payable to the registered owner on such Regular Record Date, and may be paid to the person in whose name this Bond is registered at the close of business on a special record date for the payment of such defaulted interest to be fixed by the Trustee, notice of which being given by first class postage prepaid mail to registered Bondholders not more than 15 nor less than 10 days prior to such special record date, all as more fully provided in the Indenture. Interest is computed on the basis of a 360-day year of twelve 30-day months. The principal and any premium due in connection with the redemption of this Bond shall be payable at DMWEST #16808481 v7 A-4 the principal operations center of UMB Bank, National Association in Denver, Colorado or its successor as Trustee under the Indenture mentioned below (the “Trustee”). Principal, premium, if any, and interest shall be paid in any coin or currency of the United States of America which, at the time of payment, is legal tender for the payment of public and private debts. This Bond is one of a duly authorized issue of Bonds (the “Series 2017[A][B] Bonds”) of the Corporation designated as “Airport Terminal Project Revenue [Refunding/Improvement] Bonds” issued and to be issued in several series (collectively, the “Bonds”) under, and all equally and ratably secured by an Amended and Restated Trust Indenture dated as of September 1, 2017 (the “Indenture”) between the Corporation and the Trustee in order to finance a project consisting of certain airport terminal facilities and other airport related facilities (the “Project”) in Eagle County, Colorado (the “County”). Capitalized terms used and not defined herein shall have the meaning assigned to them in the Indenture. THIS BOND SHALL NOT BE A DEBT OR FINANCIAL OBLIGATION OF EAGLE COUNTY, THE STATE OF COLORADO OR ANY POLITICAL SUBDIVISION THEREOF WITHIN THE MEANING OF ANY PROVISION OR LIMITATION OF THE CONSTITUTION OR STATUTES OF THE STATE OF COLORADO, AND SHALL NEVER CONSTITUTE NOR GIVE RISE TO A PECUNIARY LIABILITY OF THE COUNTY, THE STATE OR ANY POLITICAL SUBDIVISION THEREOF OR A CHARGE AGAINST THEIR GENERAL CREDIT OR TAXING POWERS. THE CORPORATION HAS NO TAXING POWER. If the Corporation deposits or causes to be deposited with the Trustee funds sufficient to pay the principal or redemption price of any Bonds becoming due at maturity, by call for redemption, or otherwise, together with the premium, if any, and interest accrued to the due date, interest on such Bonds will cease to accrue on the due date, and thereafter the owners will be restricted to the funds so deposited as provided in the Indenture. If an Event of Default as defined in the Indenture occurs, the principal of all Bonds issued under the Indenture may be declared due and payable upon the conditions and in the manner and with the effect provided previously herein and in the Indenture. No recourse shall be had for the payment of the principal or redemption price of, or premium, if any, or interest on, this Bond, or for any claim based hereon or on the Indenture, against any member, officer, agent or employee, past, present or future, of the Corporation, the County or of any successor body, as such, either directly or through the Corporation, the County 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. The Bonds are entitled to the protection of the Indenture, to which reference is made for a description of the security pledged for payment of the Bonds; rights of the owners of the Bonds; the rights and obligations of the Corporation; the rights, duties and obligations of the Trustee; the provisions relating to amendments to and modifications of the Indenture; and the terms and conditions upon which additional Bonds or other indebtedness may be issued thereunder. Such additional Bonds or other indebtedness may be issued by the Corporation to finance additional DMWEST #16808481 v7 A-5 facilities under the Indenture and to refund all or any part of the Bonds. The owner of this Bond shall have no right to enforce the provisions of the Indenture, or institute action to enforce the covenants thereof or rights or remedies thereunder except as provided in the Indenture. In the event of any conflict between this Bond and the Indenture, the terms of the Indenture shall govern. A security interest and lien on the Project financed by the proceeds of the Bonds has been created and granted by the Corporation pursuant to an Amended and Restated Deed of Trust, Security Agreement and Financing Statement dated as of September 1, 2017, from the Corporation to the Public Trustee of Eagle County, Colorado for the benefit of the Trustee (the “Deed of Trust”). This Bond is an obligation of the Corporation secured by (a) a pledge of the Funds and Project Revenues (as defined in and with the exceptions provided in the Indenture) and, with the exceptions provided in the Indenture, all trust accounts created under the Indenture, and (b) until the Deed of Trust Termination Date, the lien and security interest on the Project, in each case subject to the provisions of the Deed of Trust. Reference is hereby made to the Indenture for an additional description of the nature and extent of the security for the Bonds, the accounts and revenues pledged to the payment thereof, the rights and remedies of the registered owners of the Bonds, the manner in which the Indenture may be amended, and the other terms and conditions upon which the Bonds are issued, copies of which are on file for public inspection at the office of the Corporation’s Secretary. THIS BOND IS SUBJECT TO REDEMPTION PRIOR TO MATURITY AS PROVIDED IN THE INDENTURE. The Bonds shall be redeemed only in integral multiples of $5,000. In case a Bond is of a denomination larger than the minimum denomination of $5,000, a portion of such Bond may be redeemed, but only in the principal amount of $5,000 or any integral multiple thereof, except for the final remaining maturity amount of the Bonds of any series, which may be in an amount less than $5,000. When required to redeem Bonds under any provision of the Indenture, the Trustee shall cause notice of the redemption to be given by first-class mail, postage prepaid, mailed to all Owners of Bonds to be redeemed at their registered address not more than 60 days nor less than 30 days prior to the redemption date in the manner set forth in the Indenture. All Bonds so called for redemption will cease to bear interest after the specified redemption date, provided funds for their redemption are on deposit at the place of payment at that time. If at the time of mailing of notice of an optional redemption there shall not have been deposited with the Trustee moneys sufficient to redeem all the Bonds called for redemption, such notice may state that it is conditional, that is, subject to the deposit of the redemption moneys with the Trustee on the scheduled redemption date, and such notice shall be of no effect unless such moneys are so deposited. Neither the Corporation nor any Bond Registrar on behalf of the Corporation shall be required (i) to issue, transfer or exchange any Bond during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of Bonds selected for DMWEST #16808481 v7 A-6 redemption and ending at the close of business on the day of such mailing, or (ii) to transfer or exchange any Bond so selected for redemption in whole or in part. This Bond is transferable by the registered owner hereof or his duly authorized attorney at the principal operations center of the Trustee, upon surrender of this Bond, accompanied by a duly executed instrument of transfer in form and with guaranty of signature satisfactory to the Trustee, subject to such reasonable regulations as the Corporation or the Trustee may prescribe, and upon payment of a reasonable service charge and any taxes or other governmental charges incident to such transfer. Upon any such transfer a new fully registered Bond of authorized denomination of the same maturity and in the same aggregate principal amount will be issued to the transferee in exchange for this Series 2017[A][B] Bond. The person in whose name this Bond is registered shall be deemed the owner hereof for all purposes, and the Corporation and the Trustee shall not be affected by any notice to the contrary. In any case where the date of maturity of interest on or principal of the Bonds or the date fixed for redemption of any Bonds shall be a Saturday or Sunday or a legal holiday or a day on which banking institutions in the city of payment are authorized by law to close, then payment of interest or principal or redemption price 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. Any moneys deposited and held by the Trustee for the benefit of claimants, if any, for two years after the date on which payment therefor became due shall be repaid to the Corporation, unless there is a dispute as to the payment thereof, and thereupon and thereafter no claimant shall have any rights to or in respect of such moneys. This Bond is issued pursuant to Title 11, Article 57, Part 2, C.R.S. (the “Supplemental Act”) to the full extent permitted by law. Pursuant to Section 11-57-210 of the Supplemental Act, this recital shall constitute evidence of the validity and regularity of this Bond after its sale for value. This Bond is not valid unless the Trustee's Certificate of Authentication endorsed hereon is duly executed. IN WITNESS WHEREOF, the Corporation has caused this Bond to be executed in its name by the manual facsimile signature of its President and its corporate seal or a facsimile thereof to be affixed, imprinted, lithographed or reproduced hereon and attested to by the manual facsimile signature of its Secretary. EAGLE COUNTY AIR TERMINAL CORPORATION [SEAL] By: ___________________________________ __________, President Attest: ______________________________ DMWEST #16808481 v7 A-7 ______________, Secretary DMWEST #16808481 v7 A-8 TRUSTEE'S CERTIFICATE OF AUTHENTICATION Date of Authentication _________________ This Bond is one of the Bonds, of the Series designated herein, described in the within-mentioned Indenture. UMB BANK, NATIONAL ASSOCIATION, Trustee By ______________________________________ Authorized Representative DMWEST #16808481 v7 A-9 ABBREVIATIONS The following abbreviations, when used in the Inscription on the face of this Bond, shall be construed as though they were written out in full according to applicable laws or regulations. TEN COM - as tenants in common TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common UNIFORM GIFT MIN ACT - _____________ Custodian ________________ (Cust) (Minor) under Uniform Gifts to Minors Act (State) Additional abbreviations may also be used though not in the above list. ASSIGNMENT For value received, the undersigned hereby sells, assigns and transfers unto the within Bond of Eagle County Air Terminal Corporation and all rights thereunder, and hereby irrevocably constitutes and appoints _____________________ __________________ attorney to transfer the said Bond on the Bond Register, with full power of substitution in the premises. Dated: Social Security or other tax Identification number of transferee: Signature Guaranteed: (Signature must be guaranteed by a guarantor institution participating in a Medallion Signature Program.) NOTICE: The Assignor's 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 any change whatever. DMWEST #16808481 v7 B-1 EXHIBIT B DESCRIPTION OF PROJECT SITE EXHIBIT B-1 ADDITIONAL EXCEPTIONS 1. DMWEST #16808481 v7 C-1 EXHIBIT C CONSTRUCTION FUND DISBURSEMENT REQUEST EAGLE COUNTY AIR TERMINAL CORPORATION Revenue Bonds Series 2017 I, the undersigned duly qualified and acting Authorized Representative of Eagle County Air Terminal Corporation (the “Corporation”), hereby request, on behalf of the Corporation, pursuant to Article IV of the Amended and Restated Trust Indenture dated as of _____ 1, 2017, (the “Indenture”) between the Corporation and UMB Bank, National Association (the “Trustee”), pursuant to which the above-captioned Bonds were issued, that a disbursement be made to the Corporation under the Indenture in the amount and for the payment or reimbursement of the Costs described herein. All capitalized terms not otherwise defined herein shall be defined as in the Indenture. In connection with this request, I hereby certify as follows: (1) The disbursement requested herein is for the amount and for the terms of Cost described in the Construction Certificate attached hereto as Appendix I. Appendix I describes the general nature of each Cost item incurred or paid by the Corporation for which the Corporation is requesting reimbursement or for which the Corporation is requesting that payment be made to a person other than the Corporation. It is hereby certified that all the Costs described in Appendix I have been incurred and are in the amounts, of the general nature and are payable as stated in Appendix I. (2) Each item of Cost for which payment or reimbursement is requested herein is or was necessary in connection with the Project, and none of such items have formed the basis for any previous payment from the Construction Fund to the person receiving payment hereunder. (3) Nothing has come to the attention of the Corporation that would cause it to conclude that the representations and warranties contained in Section 1.02 of the Indenture and the documents delivered to the Trustee and Bond Counsel in accordance with the Indenture are not true and correct as of the date hereof. (4) No event has occurred and is continuing which constitutes an Event of Default (as defined in the Indenture) or would constitute an Event of Default but for the requirement that notice be given or time elapse or both. (5) The items of Cost for which disbursements are requested are qualified items of Cost of Construction under the Indenture. (6) Attached hereto as Appendix II are written lien waivers from all contractors, workmen and suppliers for work done and materials supplied by them which were paid for pursuant to the immediately preceding Construction Fund Disbursement Request; and, if this request is the final Construction Fund Disbursement Request, written lien waivers from all contractors, workmen and suppliers for all work done and all DMWEST #16808481 v7 C-2 materials furnished by them for the Project not attached to previous Construction Fund Disbursement Requests. (7) The amount in the Construction Fund, together with the Corporation’s reasonable estimate of the investment earnings to be deposited therein and other amounts legally available to the Corporation, is sufficient to pay all costs of completing the Project on a timely basis in accordance with the Plans. Date: Authorized Representative of Corporation APPROVED: Consulting Engineer REFUNDING AGREEMENT Dated as of _________ 1, 2017 By and Between EAGLE COUNTY AIR TERMINAL CORPORATION and UMB Bank, National Association, as Trustee Relating to the Refunding of Eagle County Air Terminal Corporation Airport Terminal Project Revenue Improvement Bonds, Series 2006B REFUNDING AGREEMENT REFUNDING AGREEMENT dated as of _______ 1, 2017, by and between the EAGLE COUNTY AIR TERMINAL CORPORATION (the "Corporation"), a Colorado non-profit corporation, and UMB BANK, NATIONAL ASSOCIATION Denver, Colorado, a national banking association duly organized under the laws of the United States of America, as successor trustee for the owners of the bonds described below. BACKGROUND A. Pursuant to a Trust Indenture dated as of June 1, 1996, between the Corporation and UMB Bank, National Association as successor trustee to Wells Fargo Bank, National Association, as trustee (the “Trustee”), as supplemented and amended by a First Supplemental Trust Indenture dated as of June 1, 2001, a Second Supplemental Trust Indenture dated as of June 1, 2006, by and between the Trustee and the Corporation, and a Third Supplemental Indenture dated as of June 1, 2011, by and between the Trustee and the Corporation (collectively, the “Original Indenture”), among other obligations, the Corporation has previously issued its Airport Terminal Project Revenue Improvement Bonds, Series 2006B (the “Series 2006B Bonds”). B. In order to provide sufficient funds to refund the outstanding Series 2006B Bonds, the Corporation, at the direction of the County, intends to enter into an Amended and Restated Trust Indenture, dated as of September 1, 2017, which amends and restates the Original Indenture (the "Indenture"), pursuant to which, among other obligations, the Corporation will issue its Airport Terminal Project Revenue Refunding Bonds, Series 2017A (the "Series 2017A Bonds" or the “Refunding Bonds”). C. Pursuant to the Indenture, proceeds of the Refunding Bonds, together with other legally available moneys, will be used to pay the cost of refunding the outstanding principal amount of the Series 2006B Bonds as shown on Schedule 1 to Exhibit "A" hereto in connection with the defeasance of the Series 2006B Bonds on September __, 2017 (the "Defeasance Date") and the payment of current interest and optional redemption of the Series 2006B Bonds on October [16], 2017 (the "Redemption Date"), at the redemption price (the "Redemption Price") shown on Schedule 1 to Exhibit "A". Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Indenture. NOW, THEREFORE, in consideration of the mutual covenants herein contained, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound hereby, covenant, agree and certify as follows: 1. Deposit with Trustee. The Trustee hereby acknowledges receipt of the amount of $_____________ from the proceeds of the Refunding Bonds. The Corporation hereby directs the Trustee to transfer such amounts to the Redemption Fund referred to in Section 4 hereof. The Corporation hereby directs the Trustee to apply the amounts deposited in the Redemption Fund to pay on the Redemption Date the Redemption Price of the Series 2006B Bonds, including the current interest accrued and due thereon to the Redemption Date. -2- 2. Application of Moneys Deposited with Trustee. The Trustee acknowledges the Corporation's directions regarding the deposit of the proceeds of the Refunding Bonds and other legally available moneys to the Redemption Fund in accordance with the Indenture, and irrevocably agrees to use all amounts to the extent needed to redeem the Series 2006B Bonds on the Redemption Date at the Redemption Price, including current interest accrued and due thereon to the Redemption Date. 3. Notice of Defeasance and Refunding of Series 2006B Bonds. The Trustee hereby acknowledges receipt of irrevocable directions from the Corporation, attached hereto as Exhibit "A", with the County's consent, to call the Series 2006B Bonds on the Redemption Date. In accordance with such directions and the requirements of Section 14.01 of the Original Indenture, the Trustee hereby acknowledges that it gave the conditional notice of the defeasance and redemption of the Series 2006B Bonds, a copy of which is attached hereto as Exhibit "B", on September __, 2017, in accordance with the requirements of Section 9.03 of the Original Indenture by mailing notices of redemption to the owner of each Series 2006B Bond subject to redemption at the owner's address shown on the Bond Register on the 15th day preceding that mailing. At least two (2) Business Days prior to mailing notice to Bondholders, a copy of such redemption notice was given by registered or certified mail or overnight delivery service, return receipt requested, postage prepaid to each registered securities depository (such depository now being The Depository Trust Company of New York, New York) and nationally recognized information service, including the Municipal Securities Rulemaking Board's Electronic Municipal Market Access System, that disseminates redemption information. A second notice shall be sent in the same manner described above not more than 60 days after the Redemption Date to any owner of Series 2006B Bonds which were not presented for payment. 4. Investment or Deposit of Redemption Fund. The moneys received by the Trustee under Section 1 of this Agreement, representing the Redemption Price on the Series 2006B Bonds, including current interest accrued and due thereon to the Redemption Date, will be deposited in the Redemption Fund with respect to the Series 2006B Bonds hereby established by the Corporation pursuant to Section 9.05 and Article XIV of the Original Indenture as a trust account and maintained with the Trustee (the "Redemption Fund"). If at any time a deficiency exists in the Redemption Fund, the Corporation shall promptly cure such deficiency after receiving notification from the Trustee. The Trustee shall hold moneys on deposit in the Redemption Fund uninvested and in a special trust fund and which is accounted for separately from other funds and securities on deposit with it. To the extent not insured by the Federal Deposit Insurance Corporation, all uninvested moneys held at the time in the Redemption Fund shall be continuously secured by the deposit in a Federal Reserve Bank of direct obligations of the United States of America in a principal amount always not less than the total amount of such uninvested moneys. Based on the report dated September __, 2017, attached hereto as Exhibit "C" (the "Verification Report"), of Causey Demgen & Moore, Inc., certified public accountants, which verifies the sufficiency of the moneys on deposit in the Redemption Fund to redeem and defease the Series 2006B Bonds, the Corporation represents that the amounts to be deposited in the Redemption Fund will be sufficient to pay the Redemption Price on the Series 2006B Bonds, including current interest accrued and due thereon, to the Redemption Date. -3- 5. Payment of Trustee's Fees and Expenses. The Trustee agrees that it shall submit a statement to the Corporation for payment of its fees and expenses, including publication costs, for services rendered or costs incurred by the Trustee under this Agreement or otherwise relating to the Series 2006B Bonds, and further agrees that it shall have no claim or lien whatsoever on any of the moneys deposited in the Redemption Fund with it pursuant to Section 1 hereof for the payment of any such fees and expenses. The Corporation agrees to pay such statement promptly upon presentation by the Trustee. 6. Trustee's Covenant to Defease and Release Obligations with Respect to Series 2006B Bonds. The Trustee hereby acknowledges: (a) receipt of the documents required under Section 14.01 of the Original Indenture to defease the Series 2006B Bonds; (b) in reliance on the Verification Report, that the moneys to be deposited with it pursuant to Section 1 hereof and to be deposited into the Redemption Fund for payment of the Series 2006B Bonds will provide sufficient moneys to pay the Redemption Price on the Series 2006B Bonds, including current interest accrued and due thereon to the Redemption Date, on the Redemption Date in accordance with this Agreement; and (c) that upon such deposit the Series 2006B Bonds shall no longer be deemed to be Outstanding under the Indenture, pursuant to Article XIV of the Original Indenture. The Trustee hereby agrees that, upon the deposit of all moneys required under Section 1 and Section 4 of this Agreement, the Trustee's right, title and interest in the Original Indenture with respect to the Series 2006B Bonds, excluding any moneys held under this Agreement, will cease and the Trustee shall thereupon release, pursuant to Article XIV of the Original Indenture, the Original Indenture with respect to the Series 2006B Bonds and shall execute the form of release attached hereto as Exhibit "D" and such other documents to evidence such release as may be reasonably requested by the Corporation. Notwithstanding the foregoing, the parties further acknowledge and agree that the release of the Original Indenture with respect to the Series 2006B Bonds shall not terminate the powers and rights granted to the Trustee under the Original Indenture with respect to, but only with respect to, the payment, registration and transfer of the Series 2006B Bonds and the replacement of Series 2006B Bonds which have been lost, destroyed, mutilated or stolen or which for any other reason the Trustee deems a replacement to be necessary. 7. Return of Excess Moneys to the Corporation. After having reserved, in trust, funds sufficient for the payment of the Redemption Price of any Series 2006B Bonds and current interest accrued on such Series 2006B Bonds to the Redemption Date, on the Redemption Date, the Trustee shall promptly transfer to the Corporation all excess moneys deposited with it pursuant to Section 1 or Section 4 hereof. The Trustee shall deposit the unclaimed moneys, if any, into the Bond Fund established under the Indenture. 8. Trustee's Obligations Unconditional. The Trustee agrees that its obligations pursuant to this Agreement are absolute and unconditional, notwithstanding any failure by the Corporation to pay when due any fees or expenses relating to the Series 2006B Bonds or the Refunding Bonds. 9. Rights and Duties of Trustee. The Trustee's rights, duties and obligations under this Agreement shall be as set forth in Article XI of the Original Indenture. Such provisions are hereby incorporated by reference. -4- 10. No Recourse. No recourse shall be had for any claim based on this Agreement against any member, officer or employee, past, present or future, of the Corporation or the County or of any successor body, under any constitutional provision, statute or rule of law or by the enforcement of any assessment or penalty or by any legal or equitable proceeding or otherwise. 11. Termination. This Agreement shall terminate when all deposits, transfers, payments and other acts required to be made or taken by the Trustee under the provisions hereof shall have been made or taken. 12. Severability. If any one or more of the covenants or agreements provided in this Agreement to be performed on the part of the Corporation or the Trustee should be determined by a court of competent jurisdiction to be contrary to law, such covenant or agreement shall be deemed and construed to be severable from the remaining covenants and agreements herein contained and shall in no way affect the validity of the remaining provisions of this Agreement. 13. Successors and Assigns. All of the covenants, promises and agreements hereunder of the Corporation shall be binding upon, and inure to the benefit of, its successors and assigns. All of the covenants, promises and agreements hereunder of the Trustee shall be binding upon, and inure to the benefit of, its successor trustee under the Indenture. 14. Electronic Transactions. The parties hereto agree that the transactions described herein may be conducted and related documents may be stored by electronic means. Copies, telecopies, facsimiles, electronic files, and other reproductions of original executed documents shall be deemed to be authentic and valid counterparts of such original documents for all purposes, including the filing of any claim, action, or suit in the appropriate court of law. 15. Governing Law. This Agreement shall be governed by and construed in accordance with the law of the State of Colorado. 16. Headings. Any headings preceding the text of the several Sections hereof shall be solely for convenience of reference and shall not constitute a part of this Agreement, nor shall they affect its meaning, construction or effect. 17. Counterparts. This Agreement may be executed in several counterparts, all or any of which shall be regarded for all purposes as one original and shall constitute and be but one and the same instrument. [Signature Page to Refunding Agreement] IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized officers as of the date first above written. [SEAL] EAGLE COUNTY AIR TERMINAL CORPORATION ATTEST: By: By: Secretary President UMB BANK, NATIONAL ASSOCIATION, as Trustee By: Vice President A-1 Exhibit A September 12, 2017 UMB Bank, National Association, as Trustee 1670 Broadway Denver, CO 80202 RE: Eagle County Air Terminal Corporation Airport Terminal Project Revenue Improvement Bonds, Series 2006B The Airport Terminal Project Revenue Improvement Bonds, Series 2006B (the "Series 2006B Bonds") were issued pursuant to a Trust Indenture dated as of June 1, 1996, between the Eagle County Air Terminal Corporation (the "Corporation") and UMB Bank, National Association as successor trustee to Wells Fargo Bank, National Association, as trustee (the “Trustee”), as supplemented and amended by a First Supplemental Trust Indenture dated as of June 1, 2001, a Second Supplemental Trust Indenture dated as of June 1, 2006, and a Third Supplemental Indenture dated as of June 1, 2011, (collectively, the “Original Indenture”). The Corporation hereby notifies you of its intent to defease the outstanding Series 2006B Bonds pursuant to the Original Indenture, and refund and redeem all of the outstanding Series 2006B at the redemption price (the "Redemption Price") equal to the principal amount thereof being redeemed plus current interest accrued thereon to the redemption date set forth in the notice attached as Exhibit A hereto (the “Redemption Date”), through the issuance of refunding obligations pursuant to an Amended and Restated Trust Indenture dated as of September 1, 2017, by and between the Corporation and the Trustee. Pursuant to Section 9.01 of the Original Indenture, the Corporation hereby directs the Trustee to call the Series 2006B Bonds for optional redemption on the Redemption Date at the Redemption Price plus current interest accrued thereon to the Redemption Date, provided, however, that such redemption shall be subject to the deposit of redemption moneys with the Trustee not later than the opening of five Business Days prior to the Redemption Date. The Trustee is hereby instructed to send a Conditional Notice of Defeasance and Redemption attached as Exhibit A hereto in accordance with Section 9.02 of the Original Indenture. EAGLE COUNTY AIR TERMINAL CORPORATION By: President Approved: EAGLE COUNTY, COLORADO By: Chair, Board of County Commissioners Schedule 1-1 Schedule 1 Eagle County Air Terminal Corporation Airport Terminal Project Revenue Improvement Bonds, Series 2006B To be Defeased on __________, 2017 and Redeemed on _______ __, 2017 Maturity Date (May 1) Principal Amount* Interest Rate Redemption Price CUSIP 2020 $1,565,000 5.25% 100% 26947E AL4 *Represents the outstanding principal amount on the Redemption Date. B-1 Exhibit B [COPY OF CONDITIONAL NOTICE OF DEFEASANCE AND REDEMPTION] CONDITIONAL NOTICE OF DEFEASANCE AND REDEMPTION TO THE HOLDERS OF EAGLE COUNTY AIR TERMINAL CORPORATION AIRPORT TERMINAL PROJECT REVENUE IMPROVEMENT BONDS, SERIES 2006B NOTICE IS HEREBY GIVEN, that pursuant to the provisions of the Trust Indenture dated as of June 1, 1996, as supplemented and amended by a First Supplemental Trust Indenture dated as of June 1, 2001, a Second Supplemental Trust Indenture dated as of June 1, 2006, and a Third Supplemental Indenture dated as of June 1, 2011 (collectively, the “Original Indenture”), between Eagle County Air Terminal Corporation and UMB Bank, National Association, as successor trustee to Wells Fargo Bank, National Association, as Trustee (the "Trustee"), the undersigned has elected to defease to maturity all of its outstanding Airport Terminal Project Revenue Improvement Bonds, Series 2006B (the "Series 2006B Bonds"), issued on June 29, 2006 and maturing as described below, and redeem the Series 2006B Bonds on October [16], 2017 (the "Redemption Date") at the redemption price shown below (the "Redemption Price") as a percentage of the principal amount thereof, together with current interest accrued thereon to the Redemption Date, payable on the Redemption Date upon presentation and surrender of the Series 2006B Bonds. Proceeds of refunding obligations to be issued pursuant to an Amended and Restated Trust Indenture dated as of September 1, 2017, by and between the Corporation and Trustee will be used to redeem the Series 2006B Bonds. Maturity Date (May 1) Principal Amount* Interest Rate Redemption Price CUSIP 2020 $1,565,000 5.25% 100% 26947E AL4 *Represents the outstanding principal amount on the Redemption Date. This notice is conditional in that it is subject to the deposit with the Trustee not later than the opening of five Business Days prior to the Redemption Date of redemption moneys sufficient to pay the Redemption Price together with current interest accrued thereon to the Redemption Date and shall be of no effect unless such moneys are so deposited. If not later than the opening of five Business Days prior to the Redemption Date the Trustee is not in receipt of redemption moneys sufficient to pay the Redemption Price, the Trustee will notify the holders of the Series 2006B Bonds that this conditional notice of defeasance and redemption has been rescinded. Pursuant to Article XIV of the Original Indenture, the Trustee's right, title and interest in the Original Indenture with respect to the Series 2006B Bonds shall be discharged, and the Series 2006B Bonds shall no longer be deemed to be outstanding within the meaning of the Original Indenture, when the principal or redemption price of, and premium, if any, and interest on, the Series 2006B Bonds shall have been paid, or provision shall have been made for payment of the same. From and after the Redemption Date (if this conditional notice of defeasance and redemption is not rescinded), interest on the Series 2006B Bonds shall cease to accrue. B-2 The Redemption Price together with current interest accrued with respect to the Series 2006B Bonds to be redeemed will become due and payable on the Redemption Date, upon presentation and surrender of the Series 2006B Bonds as described herein. The Series 2006B Bonds shall be presented in person or by mail to UMB BANK, National Association as follows: [UMB to fill in] Paying agents making payment of principal on municipal securities will be obligated to withhold 28% of the payment of principal to holders who have failed to provide the paying agent with a valid Taxpayer Identification Number. Holders of the Series 2006B Bonds will avoid such withholdings by providing a certified taxpayer identification number on Form W-9 when presenting Series 2006B Bonds for payment. EAGLE COUNTY AIR TERMINAL CORPORATION By: UMB Bank, National Association as Trustee Dated: September __, 2017 Neither the Corporation nor the Trustee are responsible for the selection or use of the CUSIP numbers, nor is any representation made as to their correctness indicated in the Redemption Notice or any Certificate. They are included solely for convenience of the Holders. C-1 Exhibit C VERIFICATION REPORT D-1 Exhibit D UMB BANK, NATIONAL ASSOCIATION RECEIPT AND RELEASE OF INDENTURE AND COLLATERAL DOCUMENTS KNOW ALL PERSONS BY THESE PRESENTS, that UMB Bank, National Association, as successor trustee to Wells Fargo Bank, National Association (the "Trustee") under that certain Trust Indenture dated as of June 1, 1996, as supplemented and amended by a First Supplemental Trust Indenture dated as of June 1, 2001, a Second Supplemental Trust Indenture dated as of June 1, 2006, and a Third Supplemental Indenture dated as of June 1, 2011 (collectively, the “Indenture”) between Eagle County Air Terminal Corporation (the "Corporation") and the Trustee, DOES HEREBY ACKNOWLEDGE that it has received moneys sufficient for the defeasance of and redemption on _____ __, 2017, of all of the issued and outstanding Series 2006B Bonds under the Indenture, consisting of the Airport Terminal Project Revenue Improvement Bonds, Series 2006B currently outstanding in the aggregate principal amount of $1,565,000 (the "Series 2006B Bonds"), together with all other sums payable and documents required thereunder, if any; and in consideration thereof, DOES HEREBY RELEASE, CANCEL AND DISCHARGE the lien of said Indenture in respect of the Series 2006B Bonds and hereby assigns unto the Corporation, its successors and assigns, all of the right, title and interest of UMB Bank, National Association, as such Trustee thereunder in and to the Project Revenues, the Ground Lease, the Project Agreement, the Deed of Trust and other "Project Revenues" payable to the Trustee under the Indenture in respect of the Series 2006B Bonds (other than the sums described above) and certain collateral documents and the moneys payable thereunder. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Indenture. IN WITNESS WHEREOF, UMB Bank, National Association has caused this instrument to be executed and delivered on its behalf by its duly authorized officer, all as of the ___ day of _______, 2017. UMB BANK, NATIONAL ASSOCIATION Trustee By: Authorized Officer EAGLE COUNTY AIR TERMINAL CORPORATION $__________ Airport Terminal Project Revenue Refunding Bonds, Series 2017A $__________ Airport Terminal Project Revenue Improvement Bonds, Series 2017B BOND PURCHASE CONTRACT Eagle County Air Terminal Corporation 500 Broadway Eagle, Colorado 81631 Ladies and Gentlemen: On the basis of the representations, warranties, covenants and conditions contained in this Bond Purchase Contract (this “Purchase Contract”), the undersigned, RBC Capital Markets, LLC (the “Underwriter”) acting on its own behalf and not acting as fiduciary or agent for you, hereby offers to purchase from the Eagle County Air Terminal Corporation (the “Corporation”) all, but not less than all, of the Corporation’s Airport Terminal Project Revenue Refunding Bonds, Series 2017A, in the aggregate principal amount of $__________ (the “2017A Bonds”) and the Corporation’s Airport Terminal Project Revenue Improvement Bonds, Series 2017B, in the aggregate principal amount of $__________ (the “2017B Bonds” and, collectively with the 2017A Bonds, the “Bonds”) issued pursuant to a resolution adopted by the Board of Directors of the Corporation (the “Board”) on _________, 2017 (the “Bond Resolution”) and an Amended and Restated Trust Indenture (the “Indenture”), dated as of __________, 2017, by and between the Corporation and UMB Bank, National Association, as trustee (the “Trustee”). All capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Indenture or the Preliminary Official Statement (as defined below), unless the context clearly indicates otherwise. The Underwriter agrees to purchase the 2017A Bonds at a price of $__________ (the “2017A Purchase Price”), being the par amount of the 2017A Bonds of $__________, [plus] net original issue [premium] of $___________, less the Underwriter’s discount on the 2017A Bonds of $__________. The Underwriter agrees to purchase the 2017B Bonds at a price of $__________ (the “2017B Purchase Price” and collectively with the 2017A Purchase Price, the “Purchase Price”), being the par amount of the 2017B Bonds of $__________, [plus] net original issue [premium] of $__________, less the Underwriter’s discount on the 2017B Bonds of $__________. The Bonds shall be issued and secured under the Indenture and shall contain the terms set forth in Exhibit A hereto and the Indenture. 2 The Corporation acknowledges and agrees that: (i) the primary role of the Underwriter, as underwriter, is to purchase securities, for resale to investors, in an arm’s-length commercial transaction between the Corporation and the Underwriter in which the Underwriter is acting solely as principal and is not acting as a municipal advisor, financial advisor or fiduciary to the Corporation and that the Underwriter has financial and other interests that differ from those of the Corporation; (ii) the Underwriter is not acting as municipal advisor, financial advisor, or fiduciary to the Corporation and has not assumed any advisory or fiduciary responsibility to the Corporation with respect to the transaction contemplated hereby and the discussions, undertakings and procedures leading thereto (irrespective of whether the Underwriter has provided other services or is currently providing other services to the Corporation on other matters); (iii) the only obligations the Underwriter has to the Corporation with respect to the transaction contemplated hereby expressly are set forth in this Purchase Contract; and (iv) the Corporation has consulted its own financial and/or municipal, legal, accounting, tax and other advisors, as applicable, to the extent it deems appropriate. The Underwriter agrees to make a bona fide public offering of all of the Bonds at prices not to exceed the public offering prices set forth on the inside cover page of the Official Statement and may subsequently change such offering prices without any requirement of prior notice. The Underwriter may offer and sell Bonds to certain dealers (including dealers depositing Bonds into investment trusts) and others at prices lower than the public offering prices stated on the inside cover of the Official Statement. The Underwriter agrees to assist the Corporation in establishing the issue price of the Bonds and shall execute and deliver to the Corporation at Closing an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Appendix C, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the Corporation and Ballard Spahr LLP, Bond Counsel to the Corporation (“Bond Counsel”), to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds. [IF 10% IS SOLD: The Corporation will treat the first price at which 10% of each maturity of the Bonds (the “10% test”) is sold to the public as the issue price of that maturity (if different interest rates apply within a maturity, each separate CUSIP number within that maturity will be subject to the 10% test). At or promptly after the execution of this Purchase Agreement, the Underwriter shall report to the Corporation the price or prices at which it has sold to the public each maturity of Bonds. If at that time the 10% test has not been satisfied as to any maturity of the Bonds, the Underwriter agrees to promptly report to the Corporation the prices at which it sells the unsold Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the Closing has occurred, until the 10% test has been satisfied as to the Bonds of that maturity or until all Bonds of that maturity have been sold to the public. The Underwriter confirms that any selling group agreement and any retail distribution agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker-dealer that is a party to such retail distribution agreement, as applicable, to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allotted 3 to it until it is notified by the Underwriter that either the 10% test has been satisfied as to the Bonds of that maturity or all Bonds of that maturity have been sold to the public and (B) comply with the hold-the-offering-price rule, if applicable, in each case if and for so long as directed by the Underwriter. The Corporation acknowledges that, in making the representation set forth in this subsection, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the hold-the-offering-price rule, if applicable, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a retail distribution agreement was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the hold-the-offering-price rule, if applicable, as set forth in the retail distribution agreement and the related pricing wires. The Corporation further acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a retail distribution agreement, to comply with its corresponding agreement regarding the hold-the-offering-price rule as applicable to the Bonds.] [IF HOLD THE OFFERING PRICE IS USED: The Underwriter confirms that it has offered the Bonds to the public on or before the date of this Purchase Agreement at the offering price or prices (the “initial offering price”), or at the corresponding yield or yields, set forth in Appendix C attached hereto, except as otherwise set forth therein. Appendix C also sets forth, as of the date of this Purchase Contract, the maturities, if any, of the Bonds for which the 10% test has not been satisfied and for which the Corporation and the Underwriter, agree that the restrictions set forth in the next sentence shall apply, which will allow the Corporation to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the “hold-the-offering-price rule”). So long as the hold-the-offering-price rule remains applicable to any maturity of the Bonds, the Underwriter will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following: (i) the close of the fifth (5th) business day after the sale date; or (ii) the date on which the Underwriter has sold at least 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public. The Underwriter shall promptly advise the Corporation when it has sold 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public, if that occurs prior to the close of the fifth (5th) business day after the sale date.] The Underwriter acknowledges that sales of any Bonds to any person that is a related party to the Underwriter shall not constitute sales to the public for purposes of this section. Further, for purposes of this section: (i) “public” means any person other than an underwriter or a related party, (ii) “underwriter” means (A) any person that agrees pursuant to a written contract with the City (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the public and (B) any person that agrees pursuant to 4 a written contract directly or indirectly with a person described in clause (A) to participate in the initial sale of the Bonds to the public (including a member of a selling group or a party to a retail distribution agreement participating in the initial sale of the Bonds to the public), (iii) a purchaser of any of the Bonds is a “related party” to an underwriter if the underwriter and the purchaser are subject, directly or indirectly, to (i) at least 50% common ownership of the voting power or the total value of their stock, if both entities are corporations (including direct ownership by one corporation of another), (ii) more than 50% common ownership of their capital interests or profits interests, if both entities are partnerships (including direct ownership by one partnership of another), or (iii) more than 50% common ownership of the value of the outstanding stock of the corporation or the capital interests or profit interests of the partnership, as applicable, if one entity is a corporation and the other entity is a partnership (including direct ownership of the applicable stock or interests by one entity of the other), and (iv) “sale date” means the date of execution of this Purchase Contract by all parties. Section 1. The Official Statement. Attached hereto as Exhibit B is either a draft of the final Official Statement or a copy of the Preliminary Official Statement dated _________, 2017 (the “Preliminary Official Statement”), including the cover page and Appendices thereto, of the Corporation relating to the Bonds. Such draft of the final Official Statement or copy of the Preliminary Official Statement, as amended to reflect the changes marked or otherwise indicated on Exhibit A hereto or otherwise agreed to by the Corporation and the Underwriter, is hereinafter called the “Official Statement.” The Preliminary Official Statement has been prepared for use by the Underwriter in connection with the public offering, sale and distribution of the Bonds. The Corporation hereby represents and warrants that the Preliminary Official Statement has been deemed final by the Corporation as of its date, except for the omission of such information which is dependent upon the final pricing of the Bonds for completion, all as permitted to be excluded by Section (b)(1) of Rule 15c2-12 under the Securities Exchange Act of 1934, as amended (“Rule 15c2-12”). In the Bond Resolution, the Corporation authorized the Official Statement to be used by the Underwriter in connection with the public offering and the sale of the Bonds. The Corporation consents to the use by the Underwriter prior to the date hereof of the Preliminary Official Statement in connection with the public offering of the Bonds. The Corporation shall provide, or cause to be provided, to the Underwriter as soon as practicable after the date of the Corporation’s execution of this Purchase Contract (but, in any event, not later than within seven business days after the execution by the Corporation of this Purchase Contract and in sufficient time to accompany any confirmation that requests payment from any customer) copies of the Official Statement which is complete as of the date of its delivery to the Underwriter in such quantity as the Underwriter shall request in order for the Underwriter to comply with Section (b)(4) of Rule 15c2-12 and the rules of the Municipal Securities Rulemaking Board (the “MSRB”). The Corporation hereby consents to the distribution of the Official Statement in electronic form. If, after the date of this Purchase Contract to and including the date the Underwriter is no 5 longer required to provide an Official Statement to potential customers who request the same pursuant to Rule 15c2-12 (the earlier of (i) 90 days from the “end of the underwriting period” (as defined in Rule 15c2-12) and (ii) the time when the Official Statement is available to any person from the MSRB, but in no case less than 25 days after the “end of the underwriting period” for the Bonds), the Corporation becomes aware of any fact or event which might or would cause the Official Statement, as then supplemented or amended, to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary to materially amend or supplement the Official Statement to comply with law, the Corporation will notify the Underwriter (and for the purposes of this clause provide the Underwriter with such information as they may from time to time reasonably request), and if, in the opinion of the Underwriter, such fact or event requires preparation and publication of a supplement or amendment to the Official Statement, the Corporation will forthwith prepare and furnish, at the Corporation’s own expense (in a form and manner reasonably approved by the Underwriter), a reasonable number of copies of either amendments or supplements to the Official Statement so that the statements in the Official Statement as so amended and supplemented will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or so that the Official Statement will comply with law in all material respects. If such notification shall be subsequent to the Closing (as defined in Section 3 hereof), the Corporation shall furnish such legal opinions, Bonds, instruments and other documents as the Underwriter may deem reasonably necessary to evidence the truth and accuracy of such supplement or amendment to the Official Statement. The Underwriter hereby agrees to file the Official Statement with the MSRB. Unless otherwise notified in writing by the Underwriter, the Corporation can assume that the “end of the underwriting period” for purposes of Rule 15c2-12 is the date of the Closing. Section 2. Corporation’s Representations, Warranties and Agreements. The Corporation hereby represents and warrants to, and agrees with, the Underwriter as follows: (a) The Corporation is a nonprofit corporation operating under the Nonprofit Corporation Law of the State of Colorado (the “State”), duly organized and validly existing under the Constitution and laws of the State, and has, and at the date of the Closing will have, full legal right, power and authority (i) to enter into this Purchase Contract, the Indenture, the Refunding Agreement, and the Continuing Disclosure Agreement, (ii) to adopt the Bond Resolution, (iii) to issue, sell and deliver the Bonds to the Underwriter as provided herein, and (iv) to carry out and consummate the transactions contemplated by this Purchase Contract, the Indenture, the Bond Resolution, the Refunding Agreement and the Official Statement; (b) The Corporation has complied, and will at the Closing be in compliance, in all material respects insofar as related to the transactions contemplated hereby and by the Official Statement, with the Bond Resolution, the Indenture, and the Constitution and laws of the State; 6 (c) By official action taken prior to the acceptance hereof, the Board has duly adopted the Bond Resolution, has duly authorized and approved the distribution of the Official Statement, has duly authorized and approved the execution and delivery of, and the performance by the Corporation of the obligations on its part contained in, the Bonds, the Bond Resolution, the Indenture, the Refunding Agreement, the Continuing Disclosure Agreement and this Purchase Contract, and assuming due authorization, execution and delivery by the other parties thereto, as applicable, all such instruments constitute valid and binding obligations of the Corporation enforceable in accordance with their respective terms, and the Board has duly authorized and approved the consummation by it of all other transactions contemplated by this Purchase Contract, the Indenture, the Continuing Disclosure Agreement, the Refunding Agreement, and the Official Statement; (d) To the knowledge of the Corporation, the Corporation is not in breach of or default in any material respect under any applicable constitutional provision, law or administrative regulation of the State or the United States or any applicable judgment or decree or any loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the Corporation is a party or to which the Corporation is or any of its property or assets are otherwise subject, and no event has occurred and is continuing which constitutes or with the passage of time or the giving of notice, or both, would constitute a default or event of default by the Corporation under any of the foregoing, which may have a material adverse impact on the Corporation, the Bonds, the Bond Resolution, the Official Statement, the Indenture, the Refunding Agreement, or this Purchase Contract or the obligations of the Corporation with respect thereto; (e) To the best of the Corporation’s knowledge, the execution and delivery of, and compliance with the provisions of, the Bonds, the Indenture, the Refunding Agreement, the Continuing Disclosure Agreement, and this Purchase Contract and the adoption of the Bond Resolution will not conflict with, in any material respect, or constitute a breach of or default under any constitutional provision, law, regulation, judgment, decree, order, agreement, bond, note, resolution, ordinance, or other instrument to which the Corporation is a party or is otherwise subject; (f) Except as may be required under the securities laws of any state, all approvals, consents and orders of any governmental authority, board, agency or commission having jurisdiction which would constitute a condition precedent to the performance by the Corporation of its obligations under this Purchase Contract, the Indenture, the Bond Resolution and the Bonds have been obtained or will be obtained prior to the Closing; (g) The Bonds, when issued, authenticated and delivered in accordance with the Bond Resolution and the Indenture and paid for by the Underwriter as provided herein, will constitute legal, valid and binding obligations of the Corporation; (h) The Preliminary Official Statement, as of its date was, and the final Official Statement, as of its date, and if supplemented or amended pursuant to this Purchase Contract, as of the date of such supplement or amendment, at all times subsequent thereto during the period up to and including the date of Closing, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the 7 statements and information contained therein, in light of the circumstances under which made, not misleading, except that no representation is made with respect to the information relating to DTC in Appendix G and information provided by the Underwriter for inclusion in the Preliminary Official Statement or the Official Statement in “UNDERWRITING” (the “Excluded Sections”); (i) No legal proceedings are pending or to the knowledge of the Corporation, threatened: (i) contesting or affecting the validity or authority for the issuance of the Bonds or seeking to restrain or enjoin the issuance or delivery of the Bonds; (ii) contesting or affecting the validity of the Deed of Trust, the Terminal Building Leases, the Parking Facilities Sublease, the De-Icing Facility Sublease, or the Road Improvements Lease; (iii) seeking to prohibit, restrain or enjoin the issuance, delivery or sale of the Bonds or the collection of the rates and charges of the Corporation, or the use of the Net Revenues or any other monies or properties pledged under the Indenture to pay the principal of and interest on the Bonds; (iv) contesting the completeness or accuracy of the Official Statement; or (v) contesting the power of the officials of the Corporation or their authority with respect to the Bond Resolution, the Indenture, the Bonds, the Continuing Disclosure Agreement, the Refunding Agreement, the Official Statement, or this Purchase Contract, which, if decided adversely to the Corporation, would have a materially adverse effect on the financial condition or existence of the Corporation; (j) The Corporation will furnish such information, execute such instruments and take such other action in cooperation with the Underwriter as the Underwriter may reasonably request to qualify the Bonds for offer and sale under the Blue Sky or other securities laws and regulations of such states and other jurisdictions of the United States as the Underwriter may designate; provided, however, that the Corporation shall not be required to register as a dealer or broker in any state or jurisdiction or to subject itself to service of process in any jurisdiction in which the Corporation is not now subject to such service; (k) The financial statements of the Corporation appended to the Official Statement fairly present the financial position and results of the Corporation as of the dates and for the periods set forth therein. Subsequent to the date of the Official Statement and prior to the Closing, there will have been no adverse change of a material nature in such financial position, results of operations or condition, financial or otherwise, of the Corporation except as disclosed in the Official Statement. Except as disclosed in the Official Statement, the Corporation is not a party to any litigation or other proceeding pending or, to its knowledge, threatened which, if decided adversely to the Corporation, would have a materially adverse effect on the financial condition of the Corporation; (l) Prior to the Closing, the Corporation will not offer or issue any bonds, notes or other obligations for borrowed money payable from or secured by any of the revenues or assets which will secure the Bonds without the prior approval of the Underwriter; (m) The Corporation will not take or omit to take any action; which action or omission will in any way cause the proceeds from the sale of the Bonds to be applied in a manner contrary to that provided for in the Indenture; 8 (n) Any certificate signed by an authorized officer of the Corporation and delivered to the Underwriter shall be deemed a representation and warranty to the Underwriter as to the statement made therein; and (o) Except as disclosed in the Official Statement, the Corporation has not failed to materially comply with any prior undertaking entered into pursuant to Rule 15c2-12 within the past five years. Section 3. The Closing. At 9:00 a.m., local time for Denver, Colorado, on ________, 2017, or at such other time or on such other date as shall have been mutually agreed upon by the Corporation and the Underwriter (the “Closing”), in the offices of Bond Counsel, the Closing for the Bonds shall occur. At the Closing, (i) the Corporation will deliver the Bonds to, or at the direction of the Underwriter, in definitive form, duly executed and authenticated, in the manner provided below, (ii) the Corporation will deliver to the Underwriter the items required by Section 4(f) of this Purchase Contract, and (iii) subject to the terms and conditions hereof, the Underwriter will accept such delivery and pay the Purchase Price of the Bonds in the manner provided below. The Bonds shall be delivered in definitive or temporary form as fully registered bonds bearing CUSIP numbers (provided neither the printing of a wrong CUSIP number on any Bond nor the failure to print a CUSIP number thereon shall constitute cause to refuse delivery of any Bond) in such denominations as the Underwriter shall specify. The Corporation will cause the Bonds to be delivered for the account of the Underwriter, to the Trustee, pursuant to the “FAST” system of The Depository Trust Company, New York, New York (“DTC”). The Bonds shall be registered in the name of Cede & Co., as nominee for DTC. The Bonds shall be available for examination by the Underwriter at least one Business Day prior to the Closing. Payment for the Bonds shall be made by the Underwriter in the amounts set forth on Exhibit A in Federal Reserve funds payable to the order of the Corporation on the date of Closing. Section 4. Closing Conditions. The Underwriter has entered into this Purchase Contract in reliance upon the representations, warranties and agreements of the Corporation contained herein and to be contained in the documents and instruments to be delivered by the Corporation at the Closing and upon the performance by the Corporation of its obligations hereunder, both as of the date hereof and as of the date of the Closing. Accordingly, the Underwriter’s obligations under this Purchase Contract to purchase, to accept delivery of and to pay for the Bonds shall be subject to the performance by the Corporation of its obligations to be performed hereunder and under such documents and instruments at or prior to the Closing, and shall also be subject to the following conditions, including the delivery by the Corporation of such documents as are enumerated herein, in form and substance reasonably satisfactory to the Underwriter (any or all of which may be waived by the Underwriter in its discretion): (a) the representations of the Corporation herein shall be true, complete and correct on the date hereof and on and as of the date of the Closing, as if made on the date of the Closing; 9 (b) at the time of Closing, (i) all necessary official actions of the Corporation relating to the Bond Resolution and the Indenture shall have been taken; (ii) the Bond Resolution shall be in full force and effect, and shall not have been amended, modified or supplemented, except for any resolution further setting forth the uses of the proceeds of any Bonds and providing other provisions in connection therewith or as agreed to by the Underwriter and the Corporation; and (iii) the Official Statement shall not have been amended or supplemented, except in any such case as may have been agreed to by the Underwriter and the Corporation; (c) the Indenture, the Refunding Agreement, this Purchase Contract, the Continuing Disclosure Agreement, the Bonds and the Official Statement shall have been duly authorized, executed, authenticated, delivered and received, as applicable, by the respective parties thereto in a form acceptable to the Underwriter with only such changes as shall be mutually agreed upon by the respective parties thereto and the Underwriter; (d) at the time of Closing, there shall not have occurred any change in the condition, financial or otherwise, or in the revenues or operations of the Corporation, from that set forth in the Official Statement that in the judgment of the Underwriter, is material and adverse and that makes it, in the judgment of the Underwriter, impracticable to market the Bonds in the terms and in the manner contemplated in the Official Statement; (e) the Corporation shall not have failed to pay principal or interest when due on any of its outstanding obligations for borrowed money; (f) at the Closing, the Underwriter shall receive the following documents, in form and substance satisfactory to the Underwriter: (i) a specimen of the Bonds; (ii) a fully executed copy of the Bond Resolution certified by the Secretary of the Board as having been duly adopted by the Board and as being in effect, with such changes or amendments as may have been agreed to by the Underwriter; (iii) executed copies of each of the Indenture, the Refunding Agreement, this Purchase Contract, the Official Statement, the Continuing Disclosure Agreement, the Deed of Trust, the Terminal Building Leases, the Parking Facilities Sublease, the De-Icing Facility Sublease, and the Road Improvements Lease; (iv) the approving opinion of Bond Counsel, dated the date of Closing, substantially in the form attached to the Official Statement and if such opinion is not addressed to the Underwriter, a letter of such counsel, dated the date of Closing and addressed to the Underwriter, to the effect that such opinion may be relied upon by the Underwriter to the same extent as if such opinion was addressed to them; (v) a letter from Bond Counsel, serving as Disclosure Counsel to the Corporation, in form and substance satisfactory to the Underwriter, with a reliance letter addressed to the Underwriter, dated as of the date of Closing and addressed to the Corporation, stating, in substance, that nothing came to the attention of the attorneys at Ballard Spahr, LLP rendering legal services in connection with such firm’s representation of the Corporation that the 10 Preliminary Official Statement, as of its date and the date hereof, and the Official Statement, as of its date and the date of Closing, (except for any financial statements, demographic, economic, engineering, financial, or statistical data and any statements of trends, forecasts, estimates, projections, assumptions, or any expressions of opinion and information concerning DTC and its procedures contained in the Preliminary Official Statement and Official Statement and their respective appendices, as to which no view is expressed) contained or contains any untrue statement of a material fact or omitted or omits any material fact required to be stated therein or necessary to make the statements in the Preliminary Official Statement and the Official Statement, in light of the circumstances under which they were made, not misleading; (vi) a supplemental opinion of Bond Counsel in the form and substance satisfactory to the Underwriter, with a reliance letter addressed to the Underwriter, to the effect that (i) the Bonds are exempt from registration under the Securities Act of 1933, as amended, (ii) the Indenture is exempt from qualification under the Trust Indenture Act of 1939, as amended, and (iii) that the Series 2006B Bonds are no longer outstanding under the indenture pursuant which the Series 2006B Bonds were issued; (vii) an opinion of the County Attorney of Eagle County, Colorado, addressed to the Corporation and the Underwriter in form and substance acceptable to the Underwriter; (viii) a certificate of the Corporation signed by duly authorized officials of the Corporation relating to (A) the representations of the Corporation contained herein are true and correct in all material respects and as of the date of Closing as if made on the date of Closing; (B) the due organization of the Corporation, (C) the absence of any material litigation against the Corporation, (D) the due authorization, execution, and delivery of the Refunding Agreement, this Purchase Contract, the Continuing Disclosure Agreement, the Deed of Trust, the Terminal Building Leases, the Parking Facilities Sublease, the De-Icing Facility Sublease, and the Road Improvements Lease by the Corporation, (E) the validity and enforceability of the Bond Resolution, the Indenture, the Refunding Agreement, this Purchase Contract, the Continuing Disclosure Agreement, the Deed of Trust, the Terminal Building Leases, the Parking Facilities Sublease, the De-Icing Facility Sublease, and the Road Improvements Lease against the Corporation, and (F) all approvals, consents and orders of any governmental entity, authority, board, agency or commission having jurisdiction which would constitute conditions precedent to the performance of the Corporation of its obligations under the Bonds, the Bond Resolution, this Purchase Contract, the Indenture, the Deed of Trust, the Refunding Agreement, and the Continuing Disclosure Agreement and which can be reasonably obtained at the Closing have been obtained; together with a certificate executed by one or more officers of the Corporation, to the effect that the Official Statement, as then amended or supplemented (except for Excluded Sections), to the best of their knowledge, neither contains an untrue statement of any material fact nor omits to state any material fact necessary to make the statements made in the Official Statement, in light of the circumstances in which they are made, not misleading; (ix) a certificate of the Trustee in form and substance reasonably acceptable to the Underwriter and Bond Counsel; 11 (x) a certificate of the Trustee, as escrow agent under the Refunding Agreement, in form and substance reasonably acceptable to the Underwriter and Bond Counsel; (xi) evidence satisfactory to the Underwriter that the Bonds have been assigned the rating of “____” by Moody’s Investor Service; (xii) executed copy of the Blanket Letter of Representation relating to the Bonds between the Corporation and DTC; and (xiii) such additional certificates and documents as the Underwriter may reasonably request to evidence performance of or compliance with the provisions hereof and the transactions contemplated by the Indenture, Refunding Agreement, this Purchase Contract, the Continuing Disclosure Agreement, and the Official Statement; and (g) All proceedings and related matters in connection with the Indenture, Refunding Agreement, this Purchase Contract, and the Continuing Disclosure Agreement shall have been satisfactory to Bond Counsel, and Bond Counsel shall have been furnished with all papers, certificates and information as it may have reasonably requested to enable it to pass upon the matters referred to in its opinions. Further, all the opinions, letters, certificates, instruments and other documents mentioned above or elsewhere in this Purchase Contract shall be deemed to be in compliance with the provisions hereof if, but only if, they are in form and substance reasonably satisfactory to the Underwriter. If any condition stated in this Section 4 is not satisfied at or prior to the Closing, this Purchase Contract may be terminated by the Underwriter by notifying the Corporation in writing and, in that event, neither the Underwriter nor the Corporation shall have any further obligation under this Purchase Contract, except for the obligations of the parties to pay expenses as specified in Section 6 hereof. The Underwriter may waive compliance with any condition stated in this Section 4 or extend the time for performance of any one or more of the conditions stated in this Section 4; and, by accepting delivery of the Bonds, shall be deemed to have waived compliance by the Corporation with any condition stated in this Section 4 that has not been complied with. Section 5. Underwriter’s Right to Terminate Agreement. The Underwriter shall have the right to terminate its obligations under this Purchase Contract to purchase the Bonds by notifying the Corporation in writing of its election to do so, if any of the following events occur prior to the scheduled Closing: (a) any legislation, ordinance, rule or regulation shall be introduced in or be enacted by any governmental body, department or agency in the State or a decision by any court of competent jurisdiction within the State shall be rendered which, in the Underwriter’s reasonable opinion, materially adversely affects the market price of the Bonds; (b) legislation shall be enacted by or introduced in the Congress of the United States or recommended to the Congress for passage by the President of the United States, or the Treasury Department of the United States or the Internal Revenue Service or any member of the Congress or favorably reported for passage to either House of the Congress by any committee of 12 such House to which such legislation has been referred for consideration, a decision by a court of the United States or of the State or the United States Tax Court shall be rendered, or an order, ruling, regulation (final, temporary or proposed), press release, statement or other form of notice by or on behalf of the Treasury Department of the United States, the Internal Revenue Service or other governmental agency shall be made or proposed, the effect of any or all of which would be to impose, directly or indirectly, federal income taxation upon interest received on obligations of the general character of the Bonds of the interest on the Bonds as described in the Official Statement, or other action or events shall have transpired which may have the purpose or effect, directly or indirectly, of changing the federal income tax consequences of any of the transactions contemplated herein; (c) a stop order, ruling, regulation or official statement by, or on behalf of, the Securities and Exchange Commission or any other governmental agency having jurisdiction over the subject matter shall be issued or made to the effect that the execution and delivery, offering or sale of obligations of the general character of the Bonds, or the execution and delivery, offering or sale of the Bonds, including all the underlying obligations, as contemplated by the Indenture, Refunding Agreement, this Purchase Contract, the Continuing Disclosure Agreement, or by the Official Statement, is in violation or would be in violation of any provision of the federal securities laws, including the Securities Act of 1933, as amended and as then in effect, the Securities Exchange Act of 1934, as amended and as then in effect, or the Trust Indenture Act of 1939, as amended and as then in effect; (d) legislation shall be introduced in or enacted by the Congress of the United States of America, or a decision by a court established under Article III of the Constitution of the United States, or the Tax Court of the United States, shall be rendered, or a ruling, regulation or official statement of the Securities and Exchange Commission or other governmental agency having jurisdiction of the subject matter shall be made or proposed, to the effect that obligations of the general character of the Bonds, or the Bonds, including all of the underlying obligations, are not exempt from registration under or from other requirements of the Securities Act of 1933, as amended and as then in effect, or the Securities Exchange Act of 1934, as amended and as then in effect, or that the Indenture is not exempt from qualification under or other requirements of the Trust Indenture Act of 1939, as amended and as then in effect; (e) any event shall have occurred, or information become known, which, in the Underwriter’s opinion, makes untrue in any material respect any statement or information contained in the Official Statement or has the effect that the Official Statement contains an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; (f) the Corporation has refused to prepare an amendment or supplement to the Official Statement, as otherwise required hereby; (g) any litigation shall have been instituted, pending or threatened to restrain or enjoin the issuance or sale of the Bonds or in any way contesting or affecting any authority for or the validity of the Bonds, or the existence or powers of the Corporation; 13 (h) additional material restrictions not in force as of the date hereof shall have been imposed upon trading in securities generally by any governmental authority or by any national securities exchange, which, in the reasonable judgment of the Underwriter, materially adversely affects the market price of the Bonds; (i) the New York Stock Exchange or any national securities exchange, or any governmental authority, shall have imposed, as to the Bonds or obligations of the general character of the Bonds, any material restrictions not now in force or being enforced, or increase materially those now in force, with respect to the extension of credit by, or the charge to the net capital requirements of, the Underwriter, which, in the reasonable judgment of the Underwriter, materially adversely affects the market price of the Bonds; (j) a general banking moratorium shall have been established by federal or State authorities, which, in the reasonable judgment of the Underwriter, materially adversely affects the market price of the Bonds; (k) there shall have occurred any materially adverse change in the affairs or financial condition of the Corporation, which, in the reasonable judgment of the Underwriter, materially adversely affects the market price of the Bonds; (l) there shall have occurred or any notice shall have been given of any intended review, downgrading, suspension, withdrawal, or negative change in credit watch status by any national rating service to any of the Corporation’s obligations or trading in any of the Corporation’s securities shall have been suspended on any national securities exchange; or any proceeding shall be pending or threatened by the Securities and Exchange Commission against the Corporation; or (m) a war involving the United States of America shall have been declared, or any conflict involving the armed forces of the United States of America shall have escalated, or any other national emergency, calamity or crisis relating to the effective operation of government or the financial community shall have occurred, which, in the reasonable judgment of the Underwriter, materially adversely affects the market price of the Bonds. Section 6. Payment of Expenses. All expenses incident to the execution and delivery of the Bonds shall be paid from proceeds of the Bonds. Such expenses shall include, but shall not be limited to (a) the cost of preparing, printing or otherwise reproducing and distributing the Bonds, the Preliminary Official Statement and the Official Statement with any amendment or supplement thereto; (b) the cost of preparing and executing the definitive Bonds; (c) the fees and expenses of Bond Counsel, Disclosure Counsel, counsel to the Corporation, independent auditors and any other experts and consultants retained in connection with the execution and delivery of the Bonds; (d) the initial fees and expenses of the Trustee; and (e) fees charged by investment rating agencies for the rating of the Bonds, and all other expenses incurred by the Underwriter in connection with its purchase, offering and distribution of the Bonds. All out-of-pocket expenses of the Underwriter, including travel and other expenses, shall be paid by the Underwriter. The Corporation acknowledges that it has had an opportunity, in consultation with such advisors as it may deem appropriate, if any, to evaluate and consider the fees and expenses being incurred as part of the issuance of the Bonds. 14 Section 7. Survival of Representation, Warranties and Agreements. All of the Corporation’s representations, warranties and agreements set forth in this Purchase Contract shall remain operative and in full force and effect, regardless of any investigation made by the Underwriter or on its behalf, and shall survive delivery of the Bonds to the Underwriter. Section 8. Entire Agreement; Parties in Interest. This Purchase Contract when accepted by the Corporation in writing as heretofore specified shall constitute the entire agreement between the Underwriter and the Corporation and is made solely for the benefit of the Underwriter and the Corporation, and no other person shall acquire or have any right hereunder or by virtue hereof. Section 9. Counterparts. This Purchase Contract may be executed in several counterparts, which together shall constitute one and the same instrument. Section 10. Effectiveness. This Purchase Contract shall become effective and binding upon the respective parties hereto upon the execution of the acceptance hereof by the Corporation. Section 11. Governing Law; No Assignment. The validity, interpretation and performance of this Purchase Contract shall be governed by the laws of the State. This Purchase Contract shall not be assigned by the Underwriter or the Corporation. Section 12. Time of Essence. Time shall be of the essence in this Purchase Contract. Section 13. Notices. Any communication to be given to the Corporation under this Purchase Contract may be given by delivering the same in writing to the Corporation, Eagle County Administration Building, 500 Broadway, Eagle, Colorado 81631, Attention: _________, and any notice or other communication to the Underwriter under this Purchase Contract may be given by delivering the same in writing to RBC Capital Markets, LLC, 1801 California Street, Suite 3850, Denver, Colorado 80202, Attention: Dan O’Connell. Section 14. Severability. If any provision of the Purchase Contract shall be held or deemed to be or shall, in fact, be invalid, inoperative or unenforceable as applied in any particular case in any jurisdiction or jurisdictions because it conflicts with the provisions of any Constitution, statute, rule of public policy or any other reason, such circumstances shall not have the effect of rendering the provision in question invalid, inoperative or unenforceable in any other case or circumstance, or of rendering any other provision or provisions of the this Purchase Contract invalid, inoperative or unenforceable to any extent whatever. 15 If you agree with the foregoing, please sign the enclosed counterpart of this Purchase Contract and return it to the Underwriter. This Purchase Contract shall become a binding agreement between you and the Underwriter when at least the counterpart of this letter shall have been signed by or on behalf of each of the parties hereto. Very truly yours, RBC CAPITAL MARKETS, LLC By: ________________________________ Managing Director Accepted _______, 2017 at _____ a.m./p.m. MST EAGLE COUNTY AIR TERMINAL CORPORATION By: ______________ EXHIBIT A PURCHASE PRICE, MATURITY SCHEDULE AND REDEMPTION TERMS Revenue Refunding Bonds, Series 2017A Due ([May] 1) Principal Amount Interest Rate Yield Price Revenue Improvement Bonds, Series 2017B Due ([May] 1) Principal Amount Interest Rate Price Redemption Provisions 2017A Bonds. The 2017B Bonds are not subject to optional redemption prior to their scheduled maturity. 2 2017B Bonds. The 2017B Bonds maturing on or after May 1, 20__ are subject to redemption prior to maturity, at the option of the Corporation, in whole or in part on any date on or after May 1, 20__, and, if in part, by lot in inverse order of maturity within a series of Bonds, from any source of available funds, at the redemption price equal to the principal amount being redeemed, without premium, plus interest accrued to the redemption date. EXHIBIT B PRELIMINARY OFFICIAL STATEMENT EXHIBIT B EAGLE COUNTY AIR TERMINAL CORPORATION $__________ Airport Terminal Project Revenue Refunding Bonds, Series 2017A $__________ Airport Terminal Project Revenue Improvement Bonds, Series 2017B ISSUE PRICE CERTIFICATE The undersigned, on behalf of RBC Capital Markets, LLC (“RBC”), hereby certifies as set forth below with respect to the sale and issuance of the above-captioned obligations (the “Bonds”). 1. Sale of the Bonds. As of the date of this certificate, for each Maturity of the Bonds, the first price at which at least 10% of such Maturity of the Bonds was sold to the Public is the respective price listed in Exhibit A to the Bond Purchase Contract dated _________, 2017, by and between RBC and the Issuer. [REVISE IF HOLD THE OFFERING PRICE IS USED] 2. Defined Terms. (a) Issuer means the Eagle County Air Terminal Corporation. (b) Maturity means Bonds with the same credit and payment terms. Bonds with different maturity dates, or Bonds with the same maturity date but different stated interest rates, are treated as separate Maturities. (c) Public means any person (including an individual, trust, estate, partnership, association, company, or corporation) other than an Underwriter or a related party to an Underwriter. The term “related party” for purposes of this certificate generally means any two or more persons who have greater than 50 percent common ownership, directly or indirectly. (d) Underwriter means (i) any person that agrees pursuant to a written contract with the Issuer (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the Public, and (ii) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (i) of this paragraph to participate in the initial sale of the Bonds to the Public (including a member of a selling group or a party to a retail distribution agreement participating in the initial sale of the Bonds to the Public). The representations set forth in this certificate are limited to factual matters only. Nothing in this certificate represents RBC’s interpretation of any laws, including specifically Sections 103 and 148 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder. The undersigned understands that the foregoing information will be relied upon by the Issuer with respect to certain of the representations set forth in the Tax Certificate relating to the Bonds and with respect to compliance with the federal income tax rules affecting the Bonds, and by Ballard Spahr LLP, in connection with rendering its opinion that the 2 interest on the Bonds is excluded from gross income for federal income tax purposes, the preparation of the Internal Revenue Service Form 8038-G, and other federal income tax advice that it may give to the Issuer from time to time relating to the Bonds. RBC CAPITAL MARKETS, LLC By:______________________________________ Name:___________________________________ By:_____________________________________ Name:___________________________________ Dated: _________, 2017 \\\DE - 065064/000024 - 491914 v3 CONTINUING DISCLOSURE AGREEMENT EAGLE COUNTY AIR TERMINAL CORPORATION $_________ $_________ Airport Terminal Project Airport Terminal Project Revenue Refunding Bonds, Series 2017A Revenue Improvement Bonds, Series 2017B This Continuing Disclosure Agreement (the "Agreement") dated as of _________1, 2017, is executed and delivered by EAGLE COUNTY AIR TERMINAL CORPORATION (the "Corporation") and UMB BANK, NATIONAL ASSOCIATION, as dissemination agent (the "Dissemination Agent") under an Amended and Restated Trust Indenture dated as of __________1, 2017 (the "Indenture") between the Corporation and UMB BANK, NATIONAL ASSOCIATION, as Trustee, in connection with the issuance by the Corporation of its Airport Terminal Project Revenue Refunding Bonds, Series 2017A and its Airport Terminal Project Revenue Refunding Bonds, Series 2017B (the "Bonds"). In consideration of the purchase of the Bonds by the Participating Underwriter (as defined below), the Corporation and the Dissemination Agent hereby covenant and agree as follows: SECTION 1. Purpose of the Agreement. This Agreement is being executed and delivered by the Corporation and the Dissemination Agent for the benefit of the Owners of the Bonds and in order to assist the Participating Underwriter in complying with the Rule (as each such term is defined below). SECTION 2. Definitions. In addition to the definitions set forth in the Indenture, which apply to any capitalized term used in this Agreement unless otherwise defined in this Section, the following capitalized terms shall have the following meanings: "Annual Financial Information" means the financial information or operating data with respect to the Corporation and the Airport, delivered at least annually pursuant to Section 3 hereof, of the type set forth in the Official Statement set forth under the captions "FINANCIAL INFORMATION – Historical Financial Operations," "– Historical Debt Service Coverage," "– Airport Operations," and “—Terminal Building Concessions” of the Official Statement. Annual Financial Information may, but is not required to, include Audited Financial Statements. "Audited Financial Statements" means the annual financial statements for the Corporation, prepared in accordance with generally accepted accounting principles as in effect from time to time, audited by a firm of certified public accountants. "Fiscal Year" means the fiscal year of the Corporation, ending December 31. "Owner" shall mean, for the purposes of this Agreement, any registered owner of the Bonds, and so long as the Bonds are held in the book-entry system, any beneficial owner of the Bonds. -2- \\\DE - 065064/000024 - 491914 v3 "Listed Events" means any of the events listed in Sections 4(a) and 4(b) of this Agreement. "MSRB" shall mean the Municipal Securities Rulemaking Board or any other entity designated or authorized by the United States Securities and Exchange Commission to receive reports pursuant to Rule 15c2-12. Until otherwise designated by the MSRB or the Securities and Exchange Commission, filings with the MSRB are to be made through the Electronic Municipal Market Access (EMMA) system of the MSRB available on the Internet at http://emma.msrb.org. "Official Statement" means the final Official Statement dated September __, 2017, together with any supplement thereto, delivered in connection with the original issue and sale of the Bonds. "Participating Underwriter" means RBC Capital Markets, LLC, the underwriter for the Bonds. "Rule 15c2-12" or "Rule" means Rule 15c2-12 adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be amended from time to time. SECTION 3. Provision of Annual Financial Information; Audited Financial Statements. (a) Commencing with the Fiscal Year ended December 31, 2017, and annually thereafter during the term of this Agreement, the Corporation shall provide, or cause the Dissemination Agent to provide, to the MSRB the Annual Financial Information and the Audited Financial Statements for such Fiscal Year. Data included in the definition of Annual Financial Information may, but is not required to, be included in the Audited Financial Statements. If any of the tables required to be included in the Annual Financial Information reflect the information that is no longer calculated and available or relevant because of changes in operations, the Corporation will provide notice of such change in the first annual disclosure filing after such changes are undertaken; the format of the tables may also be altered. (b) Annual Financial Information shall be provided by the Corporation not later than June 30 of each Fiscal Year. If not provided as a part of the Annual Financial Information, the Audited Financial Statements will be provided when available, but in no event later than June 30 of each Fiscal Year. (c) The Corporation may provide or cause to be provided Annual Financial Information and Audited Financial Statements by specific cross-reference to other documents which have been submitted to the MSRB or other repositories in accordance with the Rule or filed with the United States Securities and Exchange Commission. If the document so referenced is a final official statement within the meaning of the Rule, such final official statement must be available from the MSRB. The Corporation shall clearly identify each such other document provided by cross reference. -3- \\\DE - 065064/000024 - 491914 v3 (d) If the Dissemination Agent has not received the Annual Financial Information or the Audited Financial Statements prior to May 30 of any Fiscal Year, the Dissemination Agent shall advise the Corporation of the same and shall request that the Corporation inform the Dissemination Agent as to when the Corporation expects to provide such information. (e) If the Dissemination Agent is unable to verify that Annual Financial Information and the Audited Financial Statements have been provided to the MSRB by the date required in subsection 3(b), the Dissemination Agent shall send an appropriate notice to the MSRB. SECTION 4. Reporting of Listed Events. (a) At any time the Bonds are outstanding, in a timely manner not in excess of ten (10) business days after the occurrence of an event, the Corporation shall provide, or cause the Dissemination Agent to provide, to the MSRB notice of any of the following events with respect to the Bonds: (1) principal and interest payment delinquencies; (2) unscheduled draws on debt service reserves reflecting financial difficulties; (3) unscheduled draws on credit enhancements reflecting financial difficulties; (4) substitution of credit or liquidity providers, or their failure to perform; (5) adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other material notices or determinations with respect to the tax status of the Bonds, or other material events affecting the tax status of the Bonds; (6) defeasances; (7) rating changes; (8) tender offers; and (9) bankruptcy, insolvency, receivership, or similar event of the obligated person. For the purposes of the event identified in paragraph (4)(a)(9) hereof, the event is considered to occur when any of the following occur: (i) the appointment of a receiver, fiscal agent or similar officer for an obligated person in a proceeding under the U.S. Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the obligated person, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to -4- \\\DE - 065064/000024 - 491914 v3 the supervision and orders of a court or governmental authority, or (ii) the entry of an order confirming a plan of reorganization, arrangement or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the obligated person. (b) At any time the Bonds are outstanding, in a timely manner not in excess of ten (10) business days after the occurrence of an event, the Corporation shall provide, or cause the Dissemination Agent to provide, to the MSRB notice of any of the following events with respect to the Bonds, if material: (1) non-payment related defaults; (2) modifications to the rights of the beneficial owners of the Bonds; (3) bond calls; (4) release, substitution or sale of property securing repayment of the Bonds; (5) the consummation of a merger, consolidation, or acquisition involving an obligated person or the sale of all or substantially all of the assets of the obligated person, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms; and (6) appointment of a successor or additional trustee or a change in the name of a trustee. (c) The Dissemination Agent shall, within three (3) business days of receiving written notice of the occurrence of any of the Listed Events listed in Section 4(a) or Section 4(b) hereof, inform the Corporation of the event, and request the Corporation promptly to notify the Dissemination Agent in writing whether or not to report the event pursuant to Section 4(e) hereof. The Dissemination Agent shall have no duty to determine the materiality of any Listed Events listed in Section 4(b) hereof. (d) (i) Whenever the Corporation obtains knowledge of the occurrence of a Listed Event listed in Section 4(a) hereof, because of a notice from the Dissemination Agent pursuant to Section 4(c) hereof or otherwise, the Corporation shall provide notice of such Listed Event in accordance with Section 4(a) hereof or instruct the Dissemination Agent to provide notice of such Listed Event pursuant to Section 4(e) hereof. (ii) Whenever the Corporation obtains knowledge of the occurrence of a Listed Event listed in Section 4(b) hereof, because of a notice from the Dissemination Agent pursuant to Section 4(c) hereof or otherwise, the Corporation shall as soon as possible determine if such event would constitute material information for Owners. If the Corporation determines that such Listed Event would constitute material information for Owners, then the Corporation shall provide or cause the Dissemination Agent to provide to the MSRB notice of such Listed Event in accordance with Section 4(b). -5- \\\DE - 065064/000024 - 491914 v3 (e) If the Dissemination Agent has been instructed by the Corporation to report the occurrence of a Listed Event listed in Section 4(a) or 4(b) hereof, the Dissemination Agent shall file in a timely manner not in excess of ten (10) business days after the occurrence of such Listed Event a notice thereof with the MSRB, with a copy to the Corporation. SECTION 5. Filing. The filing of Annual Financial Information, Audited Financial Statements, notices of Listed Events or any other notice required by this Agreement shall be effected by sending the filing or notice to the MSRB, in such designated electronic format, accompanied by such identifying information, as shall have been prescribed by the MSRB and which shall be in effect on the date of filing of such information. SECTION 6. Term. This Agreement shall be in effect from and after the issuance and delivery of the Bonds and shall extend to the date on which all principal and interest on the Bonds shall have been deemed paid or legally defeased pursuant to the terms of the Indenture. The Corporation shall file a notice of any termination of this Agreement with the Dissemination Agent. SECTION 7. Duties, Immunities and Liabilities of the Dissemination Agent. Article XI of the Indenture is hereby made applicable to this Agreement as if this Agreement were (solely for this purpose) contained in the Indenture. The Dissemination Agent shall have only such duties as are specifically set forth herein, and, to the extent permitted by applicable law, the Corporation agrees to indemnify and save the Dissemination Agent harmless against any loss or expense arising out of or in the exercise or performance of its powers or duties hereunder, including the costs and expenses (including attorneys fees) of defending against any claim or liability, but excluding liabilities due to the Dissemination Agent's negligence or willful misconduct. The Dissemination Agent shall have no obligation to review or verify any information provided to it by the Corporation or to determine the materiality of a Listed Event and shall not be deemed (with respect to its duties and obligations hereunder) to be acting in any fiduciary capacity for the owners of the Bonds, the Corporation or any other party. The Dissemination Agent shall have no responsibility for the failure of the Corporation to report to the Dissemination Agent a Listed Event. The obligation of the Corporation hereunder shall survive resignation and removal of the Dissemination Agent and payment of the Bonds. SECTION 8. Amendment; Waiver. Notwithstanding any other provision of this Agreement, the Corporation may amend this Agreement, and any provision of this Agreement may be waived, (i) without consent of the Owners if such amendment or waiver is required or permitted by Rule 15c2-12 and (ii) with consent of the Owners of no less than a majority in aggregate principal amount of the Bonds outstanding under the Indenture. Written notice of any such amendment or waiver shall be provided by the Corporation to the Dissemination Agent for filing with the MSRB, and the Annual Financial Information shall explain the reasons for the amendment and the impact of any change in the type of information being provided. SECTION 9. Additional Information. Nothing in this Agreement shall be deemed to prevent the Corporation from disseminating any other information, using the means of dissemination set forth in this Agreement or any other means of communication, or including any other annual information or notice of occurrence of an event which is not a Listed Event, in addition to that which is required by this Agreement; provided that the Corporation shall not be -6- \\\DE - 065064/000024 - 491914 v3 required to do so. If the Corporation chooses to include any annual information or notice of occurrence of an event in addition to that which is specifically required by this Agreement, the Corporation shall have no obligation under this Agreement to update such information or include it in any future annual filing or notice of occurrence of a Listed Event. SECTION 10. Default and Enforcement. If the Corporation fails to comply with any provision of this Agreement, any owner of the Bonds may take action to seek specific performance by court order to compel the Corporation to comply with its obligations under this Agreement; provided that any owner of the Bonds seeking to require the Corporation to so comply shall first provide at least 30 days' prior written notice to the Corporation of the Corporation's failure (giving reasonable details of such failure), following which notice the Corporation shall have 30 days to comply and, provided further, that only the owners of no less than a majority in aggregate principal amount of the Bonds may take action to seek specific performance in connection with a challenge to the adequacy of the information provided by the Corporation in accordance with this Agreement, after notice and opportunity to comply as provided herein, and such action shall be taken only in a court of competent jurisdiction in the State of Colorado. A DEFAULT UNDER THIS AGREEMENT SHALL NOT BE DEEMED AN EVENT OF DEFAULT UNDER THE INDENTURE OR THE BONDS, AND THE SOLE REMEDY UNDER THIS AGREEMENT IN THE EVENT OF ANY FAILURE TO THE CORPORATION TO COMPLY WITH THIS AGREEMENT SHALL BE AN ACTION TO COMPEL PERFORMANCE. SECTION 11. Beneficiaries. The Agreement shall inure solely to the benefit of the Corporation, the Dissemination Agent and Owners from time to time of the Bonds, and shall create no rights in any other person or entity. [Signature page follows] -7- \\\DE - 065064/000024 - 491914 v3 IN WITNESS WHEREOF, an authorized officer of the undersigned has executed the foregoing Agreement as of the date first above written. EAGLE COUNTY AIR TERMINAL CORPORATION By: Name: Title: President UMB BANK, NATIONAL ASSOCIATION, as Dissemination Agent By: Name: Title: [Signature Page to Continuing Disclosure Agreement] DMWEST #16987482 v1 THIRD SUPPLEMENTAL GROUND LEASE BETWEEN THE COUNTY OF EAGLE, STATE OF COLORADO AND EAGLE COUNTY AIR TERMINAL CORPORATION THIS THIRD SUPPLEMENTAL GROUND LEASE (the “Supplemental Lease”) is made as of ___________ 1, 2017, by and between EAGLE COUNTY AIR TERMINAL CORPORATION, a Colorado nonprofit corporation (the “Terminal Corporation”) and EAGLE COUNTY, COLORADO (the “County”). The Terminal Corporation and the County are referred to individually as a “Party” and collectively as “Parties.” W I T N E S S E T H: WHEREAS, the Parties entered into a Second Restated Ground Lease dated December 16, 1996, effective June 1, 1996, and recorded in the Office of the Clerk and Recorder of Eagle County (“Recording Office”) on December 20, 1996 in Book 714 at Page 373, Reception No. 610350, as amended by the First Supplemental Ground Lease dated as of June 1, 2001, and recorded in the Recording Office on June 14, 2001 at Reception No. 759557, and Second Supplemental Ground Lease dated as of October 26, 2004, and recorded in the Recording Office on October 29, 2004 at Reception No. 896128 (the “Original Lease”), pursuant to which the County leases to the Terminal Corporation certain property at Eagle County Regional Airport (the “Airport”) for the purpose of constructing and operating a commercial air passenger terminal (the “Terminal Building”); and WHEREAS, the Original Lease is in full force and effect; and WHEREAS, the construction of the Terminal Building was financed by the Corporation with proceeds of certain revenue bonds issued by the Terminal Corporation, of which the Airport Terminal Project Revenue Refunding Bonds, Series 2011A Bonds remain outstanding; and WHEREAS, the Terminal Corporation intends to issue its Airport Terminal Facilities Project Revenue Improvement Bonds, Series 2017B (the “Series 2017B Bonds”) for the purpose of financing the costs of the redesign, renovation and expansion of the existing Terminal Building (the “Terminal Building Expansion”); and WHEREAS, pursuant to Article Twenty-Nine of the Original Lease, the Original Lease may be amended in writing by mutual agreement of the Parties; and WHEREAS, in connection with the issuance of the Series 2017B Bonds, the Parties wish to amend the Original Lease pursuant to this Supplemental Lease in order to amend the description of the leased property, increase the term of the Lease, modify provisions relating to the payment of rent and to make certain other amendments as set forth herein; and WHEREAS, each Party has the power and authority to enter into and to perform this Supplemental Lease; and DMWEST #16987482 v1 -2- WHEREAS, UMB Bank, National Association, as beneficiary under that certain Leasehold Deed of Trust, Security Agreement and Financing Statement dated as of June 1, 1996, as amended and supplemented, has consented to the amendment and supplement of the Original Lease pursuant to this Supplemental Lease and its consent is attached hereto; and NOW, THEREFORE, for and in consideration of the premises and the mutual considerations herein contained, the sufficiency of which is hereby acknowledged, the Parties agree as follows: Section 1. Amendments to the Original Lease. The Original Lease shall be amended as follows: (a) Article “ONE” entitled “TERM” shall be amended and restated in its entirety as follows: “The term of this Lease shall be for a period which commenced on the 1st day of June, 1996, and shall continue through the 31st day of December, 2045 (the “Termination Date”), unless earlier terminated under the provisions of this Lease. Notwithstanding the foregoing, this Lease shall terminate automatically upon the defeasance of the Series 2017B Bonds, any bonds issued by the Terminal Corporation to refund the same or any additional bonds issued by the Terminal Corporation to finance the construction of the Terminal Building. Upon such termination, title to the land and all improvements thereto, and all personal property therein owned by the Terminal Corporation shall vest exclusively in the County.” (b) The following sentence shall be added to Article “FIVE” entitled “RENT AND LICENSE FEE” in front of Section A: “Capitalized terms used and not defined herein shall have the meaning assigned to the them in the Amended and Restated Trust Indenture dated as of ______, 2017 between the Terminal Corporation and UMB Bank, National Association, as trustee, as it may be amended or supplemented from time to time.” (c) The first paragraph of Section A of Article “FIVE” entitled “RENT AND LICENSE FEE” shall be amended and restated in its entirety as follows: “A. The area base rent shall be sixteen cents ($0.16) per square foot per year. Upon completion of the Terminal Building Expansion, the area base rent shall adjust to include additional square footage. The base rent shall be payable in one lump sum payment in May of each year, but not sooner than May 2, after (i) all principal and interest payments on the Bonds then outstanding under the Indenture have been paid on the immediately preceding May 1, (ii) all deposits into the Debt Service Reserve Fund required by the Indenture have been made and (iii) the Capital Fund is funded in the amount DMWEST #16987482 v1 -3- of the Minimum Capital Fund Balance. If any requirements set forth in clauses (i) through (iii) above are not met, the base rent shall be deferred until the next following month in which each of such requirements are met (the “Deferred Rent”). Each rent payment shall be for the next following twelve-month period of May 1 through April 30, provided that (x) rent for the period from October 1, 2017 through April 30, 2018, shall be payable in arrears in May of 2018 and (y) rent for the last year of the term of this Lease shall be pro-rated for a partial year. If the Lease is terminated prior to the expiration of its term pursuant to the second paragraph of Article “One” or pursuant to Section A of Article Eighteen, the County shall refund to the Terminal Corporation any prepaid rent for the period from the date of termination of the Lease through the last date for which the rent was prepaid. (d) Section D of Article “FIVE” entitled “RENT AND LICENSE FEE” shall be amended and restated in its entirety as follows: “D. Delinquency Interest. If the annual base rent is not paid by June 1 of each year as provided in Section A of this Article, the unpaid amount shall be considered delinquent and shall accrue a delinquency interest of 18% per annum until paid in full. The Deferred Rent shall not be considered delinquent.” (e) Section A.2 of Article “SEVEN” entitled “COMPLIANCE WITH LAW, REGULATIONS, AND REQUIREMENTS” shall be amended and restated in its entirety as follows: “The Eagle County Regional Airport Minimum Standards and Leasing Policies; and” (f) Article “EIGHT” entitled “LEASE PROVISIONS REQUIRED OR SUGGESTED BY THE FEDERAL AVIATION ADMINISTRATION” shall be amended and restated in its entirety as follows: “A. General Civil Rights Provisions. 1. The Terminal Corporation agrees to comply with pertinent statutes, Executive Orders and such rules as are promulgated to ensure that no person shall, on the grounds of race, creed, color, national origin, sex, age, or disability be excluded from participating in any activity conducted with or benefiting from Federal assistance. 2. This provision obligates the Terminal Corporation or its transferee for the period during which Federal assistance is extended to the Airport through the Airport Improvement Program. 3. In cases where Federal assistance provides, or is in the form of personal property; real property or interest therein; structures or improvements thereon, this provision obligates the party or any transferee for the longer of the following periods: DMWEST #16987482 v1 -4- a) The period during which the property is used by the County or any transferee for a purpose for which Federal assistance is extended, or for another purpose involving the provision of similar services or benefits; or b) The period during which the County or any transferee retains ownership or possession of the property. B. Title VI Assurance; Compliance with Nondiscrimination Requirements. During the performance of this Lease, the Terminal Corporation, for itself, its assignees, and successors in interest agrees as follows: 1. Compliance with Regulations: The Terminal Corporation (hereinafter includes consultants) will comply with the Title VI List of Pertinent Nondiscrimination Acts and Authorities, as they may be amended from time to time, which are herein incorporated by reference and made a part of this Agreement. 2. Non-discrimination: The Terminal Corporation, with regard to the work performed by it during the Lease, will not discriminate on the grounds of race, color, or national origin in the selection and retention of sub-lessees or subcontractors, including procurements of materials and leases of equipment. The Terminal Corporation will not participate directly or indirectly in the discrimination prohibited by the Nondiscrimination Acts and Authorities set forth below, including employment practices when the Lease covers any activity, project, or program set forth in Appendix B of 49 CFR part 21. 3. Solicitations for Subleases or Subcontracts (Including Procurements of Materials and Equipment): In all solicitations, either by competitive bidding, or negotiation made by the Terminal Corporation for work to be performed under a sub-lease or subcontract, including procurements of materials, or leases of equipment, each potential sublessee or subcontractor or supplier will be notified by the Terminal Corporation of the Terminal Corporation’s obligations under this Lease and the Nondiscrimination Acts and Authorities on the grounds of race, color, or national origin. 4. Information and Reports: The Terminal Corporation will provide all information and reports required by the Acts, the Regulations, and directives issued pursuant thereto and will permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the County or the Federal Aviation Administration to be pertinent to ascertain compliance with such Nondiscrimination Acts and Authorities and instructions. Where any information required of the DMWEST #16987482 v1 -5- Terminal Corporation is in the exclusive possession of another who fails or refuses to furnish the information, the Terminal Corporation will so certify to the County or the Federal Aviation Administration, as appropriate, and will set forth what efforts it has made to obtain the information. 5. Sanctions for Noncompliance: In the event of the Terminal Corporation’s noncompliance with the Nondiscrimination provisions of this Lease, the County will impose such Lease sanctions as it or the Federal Aviation Administration may determine to be appropriate, including, but not limited to: a) Withholding payments to the Lessee under the Lease until the Lessee complies; and/or b) Cancelling, terminating, or suspending a Lease, in whole or in part. 6. Incorporation of Provisions: The Lessee will include the provisions of these paragraphs one through six in every sublease and subcontract, including procurements of materials and leases of equipment, unless exempt by the Acts, the Regulations and directives issued pursuant thereto. The Lessee will take action with respect to any sublease or subcontract or procurement as the County or the Federal Aviation Administration may direct as a means of enforcing such provisions including sanctions for noncompliance. Provided, that if the Lessee becomes involved in, or is threatened with litigation by a sub-lessee, subcontractor, or supplier because of such direction, the Lessee may request the County to enter into any litigation to protect the interests of the County. In addition, the Lessee may request the United States to enter into the litigation to protect the interests of the United States. C. Title VI Assurance: Real Property Acquired or Improved with Airport Improvement Program Funds: The Terminal Corporation, for itself and its assigns and successors in interest, as a part of the consideration hereof, does hereby covenant and agree, as a covenant running with the land, that: 1. In the event facilities are constructed, maintained, or otherwise operated on the property described in this Lease for a purpose for which a Federal Aviation Administration activity, facility, or program is extended or for another purpose involving the provision of similar services or benefits, the Lessee will maintain and operate such facilities and services in compliance with all requirements imposed by the Nondiscrimination Acts and Regulations listed in the Pertinent List of Nondiscrimination Authorities (as may be amended) such that no person on the grounds of race, color, or DMWEST #16987482 v1 -6- national origin, will be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination in the use of said facilities. 2. With respect to licenses, leases, permits, etc., in the event of breach of any of the above Nondiscrimination covenants, the County will have the right to terminate the Lease and to enter, re-enter, and repossess said lands and facilities thereon, and hold the same as if the Lease had never been made or issued. D. Title VI List of Pertinent Nondiscrimination Acts and Authorities: During the performance of this Lease, the Terminal Corporation agrees to comply with the following nondiscrimination statutes and authorities; including but not limited to: • Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252), (prohibits discrimination on the basis of race, color, national origin); • 49 CFR part 21 (Non-discrimination In Federally-Assisted Programs of The Department of Transportation—Effectuation of Title VI of The Civil Rights Act of 1964); • The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U.S.C. § 4601), (prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal-aid programs and projects); • Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. § 794 et seq.), as amended, (prohibits discrimination on the basis of disability); and 49 CFR part 27; • The Age Discrimination Act of 1975, as amended, (42 U.S.C. § 6101 et seq.), (prohibits discrimination on the basis of age); • Airport and Airway Improvement Act of 1982, (49 USC § 471, Section 47123), as amended, (prohibits discrimination based on race, creed, color, national origin, or sex); • The Civil Rights Restoration Act of 1987, (PL 100-209), (Broadened the scope, coverage and applicability of Title VI of the Civil Rights Act of 1964, The Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms “programs or activities” to include all of the programs or activities of the Federal-aid recipients, sub-recipients and Lessees, whether such programs or activities are Federally funded or not); • Titles II and III of the Americans with Disabilities Act of 1990, which prohibit discrimination on the basis of disability in the operation of public entities, public and private transportation systems, places of public accommodation, and certain testing entities (42 U.S.C. §§ 12131 – 12189) as implemented by Department of Transportation regulations at 49 CFR parts 37 and 38; DMWEST #16987482 v1 -7- • The Federal Aviation Administration’s Non-discrimination statute (49 U.S.C. § 47123 (prohibits discrimination on the basis of race, color, national origin, and sex); • Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations, which ensures non-discrimination against minority populations by discouraging programs, policies, and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations; • Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency, and resulting agency guidance, national origin discrimination includes discrimination because of limited English proficiency (LEP). To ensure compliance with Title VI, you must take reasonable steps to ensure that LEP persons have meaningful access to your programs (70 Fed. Reg. at 74087 to 74100); • Title IX of the Education Amendments of 1972, as amended, which prohibits you from discriminating because of sex in education programs or activities (20 U.S.C. 1681 et seq). E. Federal Fair Labor Standards Act. This Lease, and any authorized sub-leases that result from this Lease, incorporates by reference the provisions of 29 CFR part 201, the Federal Fair Labor Standards Act (FLSA), with the same force and effect as if given in full text. The FLSA sets minimum wage, overtime pay, recordkeeping, and child labor standards for full and part time workers. The Terminal Corporation has full responsibility to monitor compliance to the referenced statute or regulation. The Terminal Corporation must address any claims or disputes that arise from this requirement directly with the U.S. Department of Labor – Wage and Hour Division. F. Occupational Safety and Health Act of 1970. This Lease, and any authorized sub-leases that result from this Lease, incorporates by reference the requirements of 29 CFR Part 1910 with the same force and effect as if given in full text. The Terminal Corporation must provide a work environment that is free from recognized hazards that may cause death or serious physical harm to the employee. The Terminal Corporation retains full responsibility to monitor its compliance and their sub-lessee’s compliance with the applicable requirements of the Occupational Safety and Health Act of 1970 (20 CFR Part 1910). The Terminal Corporation must address any claims or disputes that pertain to a referenced requirement directly with the U.S. Department of Labor – Occupational Safety and Health Administration. (f) The fifth paragraph of Section A of Article “ELEVEN” entitled “GENERAL OPERATING PROVISIONS” shall be amended and restated in its entirety as follows: DMWEST #16987482 v1 -8- “The County reserves the right to take any action it considers necessary to protect the aerial approaches to the Airport against obstruction, together with the right to prevent Terminal Corporation from constructing or altering or permitting to be constructed or altered, any building or other structure on or adjacent to the Airport, which when constructed or altered would, limit the usefulness of the Airport or constitute a hazard to air navigation as determined by the Federal Aviation Administration through it regulations at 14 CFR Part 77, as amended.” (g) Article “TWENTY-SIX” entitled “DAMAGE OR DESTRUCTION OF TERMINAL BUILDING” shall be amended by adding the following words at the beginning of the first and second sentences: “Subject to the provisions of the Indenture,” (h) Article “TWENTY-SEVEN” entitled “F.A.A. AND AIRPORT INSTRUMENTS” shall be amended and restated in its entirety as follows: “The Federal Aviation Agency and the County are hereby granted the right and privilege by Terminal Corporation to place on and around the Leased Premises, without costs to the Terminal Corporation, whatever instruments and equipment they desire during the term of this Lease.” (i) Exhibits A and B to the Original Lease shall be replaced in their entirety with Exhibit[s] A [and B] attached to this Supplemental Lease. Section 2. Miscellaneous. (a) The Parties agree that, except as expressly altered, modified and changed in this Supplemental Lease, all terms and provisions of the Original Lease shall remain in full force and effect, and hereby are ratified and confirmed in all respects as of the date hereof. (b) If any conflict exists between the provisions of this Supplemental Lease and the Original Lease, the provisions of this Supplemental Lease shall control. (c) This Supplemental Lease shall be binding on the Parties, their heirs, executors, successors, and assigns. (d) This Supplemental Lease shall be governed by and construed in accordance with the law of the State of Colorado. [Signature page follows] [Signature Page to Third Supplemental Ground Lease] IN WITNESS WHEREOF, the parties hereto have executed this Supplemental Lease the day and year first above written. EAGLE COUNTY, COLORADO, as lessor Attest: By: County Clerk and Recorder By: _________________, Chair Board of County Commissioners EAGLE COUNTY AIR TERMINAL CORPORATION, as lessee Attest: By: _________________, Secretary By: _________________, President STATE OF COLORADO ) ) ss. COUNTY OF EAGLE ) The foregoing instrument was acknowledged before me this ____ day of _____________, 2017, by ____________, as Chair of the Board of County Commissioners, and ____________________, as Clerk and Recorder, of EAGLE COUNTY, COLORADO, on behalf of such County, and by __________________, as President, and __________________, as Secretary of EAGLE COUNTY AIR TERMINAL CORPORATION, a Colorado nonprofit corporation, on behalf of such Corporation. Witness my hand and official seal. My commission expires: Notary Public [Beneficiary Consent to Third Supplemental Ground Lease] BENEFICIARY CONSENT UMB Bank, National Association, as Beneficiary under the Leasehold Deed of Trust, Security Agreement and Financing Statement dated as of June 1, 1996, as amended and supplemented, hereby consents to the amendment and supplement of the Second Restated Ground Lease dated as of June 1, 1996, as supplemented by the First Supplemental Ground Lease dated as of June 1, 2001 and the Second Supplemental Ground Lease dated October 26, 2004, as provided in this Third Supplemental Ground Lease dated as of ________________, 2017. __________________, 2017 UMB BANK, NATIONAL ASSOCIATION [BANK SEAL] By: Authorized Officer STATE OF COLORADO ) ) ss. CITY AND COUNTY OF DENVER ) On this, the ____ day of ______________, 2017, before me, the undersigned notary public, personally appeared ____________ who acknowledged himself to be a [Vice President] of UMB BANK, NATIONAL ASSOCIATION, and that he, as such officer, being authorized to do so, executed the foregoing instrument for the purposes therein contained by signing the name of said Bank by himself as such officer. I hereby certify that I am not a director or officer of the above named Bank. IN WITNESS WHEREOF, I hereunto set my hand and official seal. My commission expires: Notary Public [NOTARIAL SEAL] A-1 EXHIBIT A LEGAL DESCRIPTION OF THE PREMISES Parcel 1 (Terminal): A parcel of land located in Tract 57, Section 3, T5S, R85W, of the 6th P.M., Eagle County, Colorado according to the Independent Resurvey of said township and range as approved by the U.S. Surveyor General's Office in Denver, Colorado on June 20, 1922. All bearings contained herein being relative to a bearing of N00°21'00"E on the line from the Witness Corner for Angle Point No. 3 of Tract 57 (2.5" G.L.O. Brass Cap - 1918) to Angle Point No. 2 of Tract 56 (3.25" aluminum monument - P.L.S. 13901). Said parcel of land being more particularly described as follows: Beginning at the corner common to Tracts 55, 56, 58 and 59; thence S30°25'29"E. 2,017.68 feet to the N.E. corner of the New Terminal Lease and the True Point of Beginning; thence S81°50'29"W. 467.50 feet; thence S08°09'31"E. 70.00 feet; thence S81°50'29"W. 318.71 feet; thence S08°09'31"E. 212.50 feet; thence N81°50'29"E. 403.85 feet; thence S67 °11'43”E. 23.32 feet; thence N81°50'29"E. 69.40 feet; thence N54°29’46 E. 26.12 feet; thence N81°'50'29"E. 269.75 feet; thence N08° 09'31"W. 282.50 feet to the Point of Beginning, County of Eagle, State of Colorado. Containing 4.612 acres (200,887 square feet) more or less. Parcel 2 (Additional Terminal): Two parcels of land located in Tract 57, Section 3, T5S, R85W, of the 6th P.M., Eagle County, Colorado according to the Independent Resurvey of said township and range as approved by the U.S. Surveyor General's Office in Denver, Colorado on June 20, 1922. All bearings contained herein being relative to a bearing of N00°21'00”E on the line from the Witness Corner for Angle Point No. 3 of Tract 57 (2.5" G.L.O. Brass Cap - 1918) to Angle Point No. 4 of Tract 58 (3.25" Aluminum Monument - P.L.S. 13901). Said parcels of land being more particularly described as follows: Parcel A: Beginning at the corner common to Tracts 55, 56, 58 and 59; thence S30°25'29"E. 2,017.68 feet to the Northeasterly corner of the Terminal Lease; thence S08°09'31"E. 70.00 feet to the True point of Beginning; thence N81°50'29"E. 238.00 feet; thence S08°09'31"E. 212.50 feet; thence S81°50'29“W. 238.00 feet to the Southeasterly corner of the existing Terminal Lease; thence N08°09'31"W. 212.50 feet along the Easterly line of said Terminal Lease to the True Point of Beginning. Said parcel contains 50,575 square feet more or less. Parcel B: Beginning at the corner common to Tracts 55, 56, 58 and 59; thence S30°25'29"E. 2,017.68 feet to the Northeasterly corner of the Terminal Lease; thence S81°50'29"W, 467.50 feet; thence S08°09'31“E. 70.00 feet; thence S81°50'29"W. 318.71 feet to the True point of Beginning; thence S81°50'29"W. 118.29 feet; thence S08°09'31"E. 212.50 feet; thence N81°50'29"E. 118.29 feet to the Southwesterly corner of the existing Terminal Lease; thence N08°09'31"W. 212.50 feet along the Westerly line of said Terminal Lease to the True Point of Beginning. Said parcel contains 25,137 square feet more or less. DMWEST #16987482 v1 2 Parcel 3 (Eagle County Airport Parking): A PARCEL OF LAND LOCATED IN TRACT 57. SECTION 3, T5S, R8.5W, OF THE 6th P.M. EAGLE COUNTY, COLORADO ACCORDING TO THE INDEPENDENT RESURVEY OF SAID TOWNSHIP AND RANGE AS APPROVED BY THE U S. SURVEYOR GENERAL’ S OFFICE IN DENVER, COLORADO ON JUNE 20, 1922. ALL BEARINGS CONTAINED HEREIN BEING RELATIVE TO A BEARING OF N00°21’00"E ON THE LINE FROM THE WITNESS CORNER FOR ANGLE POINT NO. 3 OF TRACT 57 (2.5" G.L.O. BRASS CAP - 1918) TO ANGLE POINT NO. 4 OF TRACT 58 (3.25" ALUMINUM MONUMENT - P.L.S. 13901). SAID PARCEL OF LAND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE CORNER COMMON TO TRACTS 55, 56, 58, AND 59; THENCE S30°25’29”'E, 2,017.68 FEET TO THE NORTHEASTERLY CORNER OF THE TERMINAL LEASE; THENCE S81°50'29”W, 467.50 FEET; THENCE S08°09'31”E, 70.00 FEET; THENCE S81°50’29"W, 437.00 FEET; THENCE S08°09'31"E, 212.50 FEET; THENCE N81°50'29"E, 28.66 FEET; THENCE S08°09'31"E, 43.00 FEET TO THE TRUE POINT OF BEGINNING; THENCE S08°03’39"E, 300.00 FEET; THENCE N81°50'29"E, 540.00 FEET; THENCE N08°03'39”W, 300.00 FEET; THENCE S81°50'29’W, 540.00 FEET TO THE TRUE POINT OF BEGINNING. SAID PARCEL CONTAINS 162,000 SQUARE FEET MORE OR LESS. Parcel 4 (Eagle Airport Parking Lot): Lot 1 A PARCEL OF LAND SITUATED IN TRACT 57, TOWNSHIP 5 SOUTH, RANGE 85 WEST, OF THE SIXTH PRINCIPAL MERIDIAN, COUNTY OF EAGLE, STATE OF COLORADO AND MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT A #5 REBAR FOUND AT THE EAST END OF THE MAIN EAGLE COUNTY RUNWAY, THENCE SOUTH 81°50’17" WEST, ALONG THE CENTERLINE OF THE RUNWAY, A DISTANCE OF 2016.00 FEET TO A POINT, THENCE, SOUTH 08° 09’ 43” EAST, PERPENDICULAR TO THE RUNWAY. A DISTANCE OF 1084.00 FEET TO THE TRUE POINT OF BEGINNING OF THE LEASE PARCEL HEREIN DESCRIBED; THENCE, SOUTH 08°09’43" EAST, CONTINUING ALONG THE LINE PERPENDICULAR TO THE RUNWAY, A DISTANCE OF 180.00 FEET TO A POINT, THENCE SOUTH 81°50’17” WEST, PARALLEL TO THE CENTERLINE OF THE RUNWAY, A DISTANCE OF 290.00 FEET TO A POINT, THENCE, NORTH 08°09’43” WEST, PERPENDICULAR TO THE RUNWAY, A DISTANCE OF 180.00 FEET TO A POINT. THENCE, NORTH 81°50’17" EAST, PARALLEL TO THE CENTERLINE OF THE RUNWAY, A DISTANCE OF 290.00 FEET TO THE TRUE PLACE OF BEGINNING. CONTAINING 52,200 SQUARE FEET OR 1.198 ACRES OF LAND, MORE OR LESS. Lot 2 A PARCEL OF LAND SITUATED IN TRACT 57, TOWNSHIP 5 SOUTH, RANGE 85 WEST, OF THE SIXTH PRINCIPAL MERIDIAN, COUNTY OF EAGLE, STATE OF COLORADO AND MORE PARTICULARLY DESCRIBED A5 FOLLOWS: BEGINNING AT A #5 REBAR FOUND AT THE EAST END OF THE MAIN EAGLE COUNTY RUNWAY, THENCE SOUTH 81°50’17" WEST, ALONG THE CENTERLINE OF THE RUNWAY, A DISTANCE OF 2648.00 FEET TO A POINT, THENCE SOUTH 08°09’43” EAST, PERPENDICULAR TO THE RUNWAY, A DISTANCE OF 1170.50 FEET TO THE TRUE POINT OF BEGINNING OF THE LEASE PARCEL HEREIN DESCRIBED; THENCE SOUTH 08°09’43” EAST, CONTINUING ALONG THE LINE PERPENDICULAR TO THE RUNWAY, A DISTANCE OF 300.00 FEET TO A POINT, THENCE SOUTH 81°50'17” WEST, PARALLEL TO THE CENTERLINE OF THE RUNWAY, A DISTANCE OF 290.00 FEET TO A POINT, THENCE, NORTH 08°09’43" WEST, PERPENDICULAR TO THE RUNWAY A DISTANCE OF 300.00 FEET TO A POINT, DMWEST #16987482 v1 3 THENCE, NORTH 81°50’17” EAST, PARALLEL TO THE CENTERLINE OF THE RUNWAY, A DISTANCE OF 290.00 FEET TO THE TRUE PLACE OF BEGINNING. CONTAINING 87,000 SQUARE FEET OR 1.997 ACRES OF LAND, MORE OR LESS. B-1 [EXHIBIT B DEPICTION OF THE PREMISES] DMWEST #16837325 v2 EAGLE COUNTY AIRPORT TERMINAL FACILITIES PROJECT FOURTH SUPPLEMENTAL PROJECT AGREEMENT THIS FOURTH SUPPLEMENTAL PROJECT AGREEMENT is made as of ___________ __, 2017, by and between EAGLE COUNTY AIR TERMINAL CORPORATION, a Colorado nonprofit corporation (the “Corporation”) and EAGLE COUNTY, COLORADO (the “County”). This Fourth Supplemental Project Agreement amends and supplements the Original Project Agreement, defined below. RECITALS A. The Corporation has been organized to acquire, construct, operate and maintain property in order to provide certain airport facilities, for the benefit and on behalf of the County and its inhabitants. B. The Corporation previously (i) issued its Airport Terminal Facilities Project Revenue Bonds, Series 1996 (the “1996 Bonds”), (ii) undertook a project (the “1996 Project”) consisting of the construction and equipping of the existing Terminal A at Eagle County Regional Airport (the “Airport”) described in Exhibit A attached to the 1996 Project Agreement, as defined below, and (iii) entered into a Project Agreement dated as of June 1, 1996 (the “1996 Project Agreement”) with the County. C. The Corporation previously (i) issued its Airport Terminal Facilities Project Revenue Bonds, Series 2001A (the “2001A Bonds”) and its Taxable Airport Terminal Project Revenue Bonds, Series 2001B (the “2001B Bonds”), (ii) undertook a project consisting of acquiring, constructing and completing real and personal property to be owned and operated by the Corporation and known as the Eagle County Airport Terminal Facilities Project Additions (the “2001 Project Additions”), located on the real property described in Exhibit A to the Supplemental Project Agreement, as defined below, to further serve the Airport; and (iii) entered into a Supplemental Project Agreement dated as of June 1, 2001 (the “Supplemental Project Agreement”). D. The Corporation previously (i) issued its Airport Terminal Facilities Project Revenue Refunding Bonds, Series 2006A (the “2006A Bonds”) for the purpose of refinancing the 1996 Bonds (the “2006 Refunding Project”) and (ii) entered with the County into a Second Supplemental Project Agreement dated as of June 1, 2006 (the “Second Supplemental Project Agreement”) in connection with the Series 2006A Bonds. E. The Corporation previously (i) issued its Airport Terminal Facilities Project Revenue Refunding Bonds, Series 2011A (the “2011A Bonds”) for the purpose of refinancing the 2001A Bonds and its Taxable Airport Terminal Facilities Project Revenue Refunding Bonds, Series 2011B (the “2011B Bonds” and, together with the 2011A Bonds, the “2011 Bonds”) for the purpose of refinancing the 2001B Bonds (the “2011 Refunding Project”) and (ii) entered with the County into a Third Supplemental Project Agreement dated as of June 1, 2011 (the “Third Supplemental Project Agreement” and together with the 1996 Project Agreement, as - 2 - supplemented by the Supplemental Project Agreement and the Second Supplemental Project Agreement, the “Original Project Agreement”) in connection with the Series 2011 Bonds.. F. The Corporation shall now issue its Airport Terminal Project Revenue Improvement Bonds, Series 2017B (the “2017B Bonds”) for the purpose of financing the costs of the acquisition and construction of additional real and personal property, buildings and improvements, including all other work in connection therewith, relating to relating to the redesign and expansion of Terminal A of the Airport (the “Terminal Expansion Project”). G. The 2017B Bonds shall be issued pursuant to an Amended and Restated Trust Indenture dated as of _______ 1, 2017 (the “Indenture”), between the Corporation and UMB Bank, National Association, as Trustee. H. The Terminal Expansion Project, together with the 1996 Project, the 2001 Project Additions, the 2006 Refunding Project, and the 2011 Refunding Project shall be referred to herein collectively as the “Project.” I. The 2017B Bonds (together with the 2011A Bonds which will remain outstanding following the issuance of the 2017B Bonds) shall be payable from the Project Revenues (as defined in the Indenture). J. The Corporation and the County desire to amend and supplement the Original Project Agreement to reflect the financing of the costs relating to the Terminal Expansion Project through the issuance of the 2017B Bonds, to revise Exhibit A to reflect new property description for the Project, and to make certain other amendments to the Original Project Agreement. All capitalized terms used herein, unless otherwise defined, shall have the meanings ascribed thereto in the Indenture. TERMS For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the County and the Corporation, on behalf of themselves and their respective successors and assigns, hereby supplement the Original Project Agreement and further agree as follows: 1. Replacement of Terms. The Original Project Agreement is hereby amended by replacing the term “2006A Bonds” with the term “2017B Bonds” throughout the Original Project Agreement and by replacing the term “2011 Bonds” with the term “2011A Bonds” throughout the Original Project Agreement, except with respect to Section 2 hereof amending Section 4 of the Original Project Agreement. The Original Project Agreement is hereby amended by replacing the terms “Bonds,” “Project,” and “Indenture” as used and defined in each of the 1996 Project Agreement, the Supplemental Project Agreement, and the Second Supplemental Project Agreement, each as amended by the Third Supplemental Project Agreement, with the terms “Bonds,” “Project,” and “Indenture,” respectively (each as defined in the Recitals to this Fourth Supplemental Project Agreement) throughout the Original Project Agreement. - 3 - 2. Amendment of Section 4. The County obtained the FAA’s approval to impose and collect PFCs in the amount of $4.50 per enplaning passenger for the payment of project costs financed with the proceeds of the 1996 Bonds and 2001A Bonds (which were refunded with proceeds of the 2006A Bonds and 2011A Bonds, respectively), including debt service thereon. The County shall collect such PFCs from carriers serving the Airport for the benefit of the Corporation and transfer them to the Corporation or the Trustee for deposit in the PFC Account. The County acknowledges that PFC Revenue have been pledged to pay certain PFC Eligible Bonds under the Indenture and that it is acting solely as an agent of the Corporation in collecting such PFC Revenue. PFC Revenue received by the Corporation shall be used only for allowable 1996 Project, Project Addition and the Project costs under the PFC Rule, including the use of excess PFC Revenue as permitted thereunder. The Corporation shall join with the County in assuring continued compliance with the PFC Rue, as in effect from time to time. 3. Amendment to Section 5. Section 5 of the Original Project Agreement is hereby amended in its entirety to read as follows: Section 5. Right To Acquire. As further provided in Section 14.02 of the Indenture, the County is hereby granted the right to obtain, at any time, fee title and exclusive possession of the Project and any additions thereto free from leaseholds, liens and encumbrances held or created by the Corporation related to the 2011A Bonds, 2017B Bonds and any Bonds issued under the Indenture to refund the 2011A Bonds or the 2017B Bonds (but subject to other Permitted Encumbrances, as defined in the Indenture), by (1) paying to the Trustee or placing into escrow an amount that will be sufficient to pay and defease such 2011A Bonds and 2017B Bonds and any Bonds issued under the Indenture to refund the 2011A Bonds or the 2017B Bonds, (2) paying reasonable costs incidental to the defeasance, and (3) complying with all other requirements of Article XIV of the Indenture. Other than permitted by the Internal Revenue Code and the regulations thereunder (the “Code”), the County, at any time before it pays and defeases such obligations, shall not agree or otherwise be obligated to convey any interest in such property to any person (including the United States of America or its agencies or instrumentalities) for any period extending beyond or beginning after the County defeases such obligations. In addition, except as otherwise permitted by the Code, the County shall not agree or otherwise be obligated to convey a fee interest in such property to any person who was a user thereof (or a related person) before the defeasance, within 90 days after the County defeases such 2011A Bonds, 2017B Bonds and any Bonds issued under the Indenture to refund the 2011A Bonds or the 2017B Bonds. 4. Amendment to Section 9. Section 9 of the Original Project Agreement is hereby amended in its entirety to read as follows: Section 9. Title. Unencumbered fee title (subject to certain Permitted Encumbrances as aforesaid) to the Project and any additions thereto and exclusive possession and use thereof will vest in the County without demand or further action on its part when the 2011A Bonds and the 2017B Bonds (including any bonds issued under the Indenture to refund the 2011A Bonds or the 2017B Bonds) are discharged. For purposes of this Section 9, such 2011A Bonds and 2017B Bonds (including any bonds issued under - 4 - the Indenture to refund the 2011A Bonds or the 2017B Bonds) will be discharged when (a) cash is available at the place of payment on the date that such bonds are due (whether at maturity or upon call for redemption) and (b) interest ceases to accrue on such bonds or (c) as otherwise provided in Article XIV of the Indenture. All leases, management contracts and similar encumbrances on the Project (as defined in this Fourth Supplemental Project Agreement) shall terminate upon discharge of said obligations. Encumbrances that do not significantly interfere with the enjoyment of such property, such as the Permitted Encumbrances, are not considered encumbrances for this Section. 5. Amendment of Exhibit A. Exhibit A attached to the Original Project Agreement is hereby amended and replaced in its entirety with Exhibit A attached to this Fourth Supplemental Project Agreement. 6. Confirmation of Original Project Agreement; Construction. Except as modified by this Fourth Supplemental Project Agreement, the Original Project Agreement is hereby confirmed and remains in full force and effect in all respects. In the event of any conflict between the terms and provisions of this Fourth Supplemental Project Agreement and the terms and provisions of the Indenture, the terms and provisions of the Indenture shall govern. 7. Applicable Law. This Fourth Supplemental Project Agreement shall be governed exclusively by the provisions hereof and by the applicable laws of the State of Colorado. 8. Counterparts. This Fourth Supplemental Project Agreement may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original; and such counterparts shall together constitute but one and the same instrument. [Signature page follows] [Signature/Notary Page to Fourth Supplemental Project Agreement] IN WITNESS WHEREOF, EAGLE COUNTY, COLORADO and EAGLE COUNTY AIR TERMINAL CORPORATION have caused this Fourth Supplemental Project Agreement to be executed and delivered by their duly authorized representatives as of the day and year first mentioned above. EAGLE COUNTY, COLORADO By: Jill Ryan, Chaiman Board of County Commissioners EAGLE COUNTY AIR TERMINAL CORPORATION By: Jill Ryan, President [SEAL] [SEAL] ATTEST [____________________] County Clerk and Recorder ATTEST Bryan Treu, Secretary STATE OF COLORADO ) ) ss. COUNTY OF EAGLE ) The foregoing instrument was acknowledged before me this ___ day of ____________, 2017, by Jill Ryan, as Chair of the Board of County Commissioners and [__________________], as Clerk and Recorder, of EAGLE COUNTY, COLORADO, on behalf of such County. Witness my hand and official seal. My commission expires: Notary Public STATE OF COLORADO ) ) ss. COUNTY OF EAGLE ) The foregoing instrument was acknowledged before me this ____ day of ____________, 2017, by Jill Ryan, as President, and Bryan Treu, as Secretary of EAGLE COUNTY AIR TERMINAL CORPORATION, a Colorado non-profit corporation, on behalf of such Corporation. Witness my hand and official seal. My commission expires: Notary Public A-1 EXHIBIT A EAGLE COUNTY AIRPORT TERMINAL FACILITIES PROJECT PROPERTY DESCRIPTION DMWEST #16936825 v1 SECOND AMENDMENT TO PARKING FACILITIES SUBLEASE THIS SECOND AMENDMENT TO PARKING FACILITIES SUBLEASE (the “Second Amendment”) is made and entered into as of ___________1, 2017, by and between Eagle County Air Corporation, a nonprofit corporation of the State of Colorado (the “Corporation”), and Eagle County, Colorado, by and through its Board of County Commissioners (the “County”). W I T N E S S E T H: WHEREAS, Corporation has entered into a Second Restated Ground Lease on December 16, 1996, effective June 1, 1996, as supplemented by a First Supplemental Ground Lease dated as of June 1, 2001, the Second Supplemental Ground Lease dated October 26, 2004 and the Third Supplemental Ground Lease as of _________, 2017 (collectively, the “Ground Lease”) with the County, pursuant to which the County leases to the Corporation certain property at the Eagle County Regional Airport (the “Airport”), including the parking areas at the Airport (the “Ground Lease Parking Area”) for the purpose of constructing and operating a passenger Terminal Building (the “Terminal Building”); and WHEREAS, Corporation has entered into a Project Construction and Management Agreement dated as of ___________, 2017 (the “Management Agreement”) with the County, pursuant to which the County continues to provide certain management services to the Corporation relating to the Terminal Building; and WHEREAS, Corporation is owner, constructor and operator of the Terminal Building and associated support facilities, including the improvements on the Ground Lease Parking Area (the “Parking Area Improvements”), has the right to lease the Terminal Building and Parking Area Improvement, has the right to sublease certain property at the Airport, including the Ground Lease Parking Area, and has the right to grant operating privileges thereon subject to the terms and conditions hereinafter set forth; and WHEREAS, the County and the Corporation have entered into the Parking Facilities Sublease dated as of June 1, 2001, as amended by the First Amendment to the Parking Facilities Sublease dated as of June 1, 2011 (collectively, the “Original Parking Facilities Sublease”) pursuant to which the County leases from the Corporation certain Parking Area Improvement, subleases from the Corporation certain portion of the Ground Lease Parking Area (which does not include parking area leased by the County to the Corporation pursuant to the Second Supplement to the Ground Lease dated October 26, 2004), as such area is more particularly described on Exhibit A attached thereto (the “Subleased Parking Area”), and is granted certain rights and privileges from the Corporation in connection with its use of the Subleased Parking Area; and WHEREAS, the Original Parking Facilities Sublease is in full force and effect; and WHEREAS, pursuant to Section 10.19 of the Original Parking Facilities Sublease, the Original Parking Facilities Sublease may be amended pursuant to an instrument in writing -2- DMWEST #16936825 v1 executed by all the parties with the same formality as the Original Parking Facilities Sublease; and WHEREAS, the County and the Corporation desire to amend the Original Parking Facilities Sublease to amend the term of thereof, to amend the annual rent due from the County to the Corporation and to make certain other amendments as set forth herein; and WHEREAS, the Corporation has the power and authority to enter into and to perform this Second Amendment; and NOW, THEREFORE, for and in consideration of the premises and the mutual considerations herein contained, the sufficiency of which is hereby acknowledged, the Corporation and the County agree as follows: 1. Amendment of the Original Parking Facilities Sublease. The Original Parking Facilities Sublease shall be amended as follows: (a) Section 1.1 shall be amended to add new defined terms which shall be defined as follows: “Space and Facilities Charges Cap Amount” means an amount equal to $411,000 commencing with the Fiscal Year ending December 31, 2017, as adjusted each year starting with the Fiscal Year ending December 31, 2018 by the Denver-Aurora-Lakewood, Colorado Consumer Price Index for all Urban Consumers, All Items, published by the U.S. Bureau of Labor Statistics.” “Projected Amount Due” shall have the meaning assigned to it in Section 4.1A hereof. “Subleased Parking Area” shall mean that property described in the legal description and depicted on the map attached hereto as Exhibit A. (b) The definition of the term “Indenture” in Section 1.1(e) of the Original Parking Facilities Sublease shall be amended and restated in its entirety as follows: “Indenture” means the Amended and Restated Trust Indenture dated as of ____ 1, 2017, between the Corporation and UMB Bank, National Association, as trustee, and as may be further amended or supplemented from time to time.” (c) The term “Parking Area” shall be replaced with the term “Subleased Parking Area” throughout the Original Parking Facilities Sublease. -3- DMWEST #16936825 v1 (d) The second sentence of Section 3.1.A of the Original Parking Facilities Sublease shall be amended and restated in its entirety as follows: “The County may renew this Agreement for successive annual terms through December 31, 2045.” (e) Section 4.1A of the Original Parking Facilities Sublease shall be amended and restated in its entirety as follows: “A. Annual Space and Facilities Charges. For the use of the Subleased Parking Area and Parking Area Improvements, the County shall pay an annual sum of $10.00 which shall be increased in any year, up to the Space and Facilities Charges Cap Amount applicable in that year, by (a) the amount of Project Revenues required to be deposited in the Capital Fund under the Indenture in order to maintain the Minimum Capital Fund Balance as of April 1 of such year, as determined by the Corporation, and (b) the amount required as of April 1 of such year for the ratio of (x) Net Revenues for such year (excluding any Excess PFC Revenue for such year), together with Other Available Funds and investment earnings on the Debt Service Reserve Fund, to (y) the estimated Debt Service on the Outstanding Bonds, to be 1:1. For purposes of calculating Net Revenues, amounts due under the Ground Lease and any management agreement with the Project Manager in the related year shall be excluded from the Operations and Maintenance Expenses. The Corporation shall notify the County Budget Officer of the Projected Amount Due no later than December 1 of each year of this Agreement.” (f) The text of Section 4.1B of the Original Parking Facilities Sublease shall be deleted and all references to that section shall be deemed to refer to Section 4.1A. (g) Section 4.2 of the Original Parking Facilities Sublease shall be deleted. (h) Appendices No. 1 through 6 to the Original Parking Facilities Sublease shall be removed and replaced by Appendix 1 attached to this Second Amendment entitled “Sublease Provisions Required by the Federal Aviation Administration.” 2. Miscellaneous. (a) The County and the Corporation agree that, except as expressly altered, modified and changed in this Second Amendment, all terms and provisions of the -4- DMWEST #16936825 v1 Original Parking Facilities Sublease shall remain in full force and effect, and hereby are ratified and confirmed in all respects as of the date hereof. (b) If any conflict exists between the provisions of this Second Amendment and the Original Parking Facilities Sublease, the provisions of this Second Amendment shall control. (c) This Second Amendment shall be binding on the parties hereto, their heirs, executors, successors, and assigns. (d) This Second Amendment shall be governed by and construed in accordance with the law of the State of Colorado. [Signature page follows] [Signature Page to Second Amendment to Parking Facilities Sublease] IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment the day and year first above written. EAGLE COUNTY AIR TERMINAL CORPORATION Attest: By: ______________________________ By: ______________________________ _______________, Secretary _____________, President EAGLE COUNTY, COLORADO, as lessee Attest: By: ______________________________ By: ________________________________ ________________ ________________, Chair County Clerk and Recorder Board of County Commissioners Appendix 1-1 DMWEST #16936825 v1 APPENDIX 1 SUBLEASE PROVISIONS REQUIRED BY THE FEDERAL AVIATION ADMINISTRATION A. General Civil Rights Provisions 1. The County agrees to comply with pertinent statutes, Executive Orders and such rules as are promulgated to ensure that no person shall, on the grounds of race, creed, color, national origin, sex, age, or disability be excluded from participating in any activity conducted with or benefiting from Federal assistance. 2. This provision obligates the County or its transferee for the period during which Federal assistance is extended to the Airport through the Airport Improvement Program. 3. In cases where Federal assistance provides, or is in the form of personal property; real property or interest therein; structures or improvements thereon, this provision obligates the party or any transferee for the longer of the following periods: a) The period during which the property is used by the Corporation or any transferee for a purpose for which Federal assistance is extended, or for another purpose involving the provision of similar services or benefits; or b) The period during which the Corporation or any transferee retains ownership or possession of the property. B. Title VI Assurance; Compliance with Nondiscrimination Requirements. During the performance of this Agreement, the County, for itself, its assignees, and successors in interest agrees as follows: 1. Compliance with Regulations: The County (hereinafter includes consultants) will comply with the Title VI List of Pertinent Nondiscrimination Acts and Authorities, as they may be amended from time to time, which are herein incorporated by reference and made a part of this Agreement. 2. Non-discrimination: The County, with regard to the work performed by it during the Lease, will not discriminate on the grounds of race, color, or national origin in the selection and retention of sub-lessees or subcontractors, including procurements of materials and leases of equipment. The County will not participate directly or indirectly in the discrimination prohibited by the Nondiscrimination Acts and Authorities set forth below, including employment practices when the Lease covers any activity, project, or program set forth in Appendix B of 49 CFR part 21. 3. Solicitations for Subleases or Subcontracts (Including Procurements of Materials and Equipment): In all solicitations, either by competitive bidding, or negotiation made by the County for work to be performed under a sub-lease or subcontract, including Appendix 1-2 DMWEST #16936825 v1 procurements of materials, or leases of equipment, each potential sublessee or subcontractor or supplier will be notified by the County of the County’s obligations under this Agreement and the Nondiscrimination Acts and Authorities on the grounds of race, color, or national origin. 4. Information and Reports: The County will provide all information and reports required by the Acts, the Regulations, and directives issued pursuant thereto and will permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the Corporation or the Federal Aviation Administration to be pertinent to ascertain compliance with such Nondiscrimination Acts and Authorities and instructions. Where any information required of the County is in the exclusive possession of another who fails or refuses to furnish the information, the County will so certify to the Corporation or the Federal Aviation Administration, as appropriate, and will set forth what efforts it has made to obtain the information. 5. Sanctions for Noncompliance: In the event of the County’s noncompliance with the Nondiscrimination provisions of this Agreement, the Corporation will impose such Agreement sanctions as it or the Federal Aviation Administration may determine to be appropriate, including, but not limited to: a) Withholding payments to the County under the Agreement until the County complies; and/or b) Cancelling, terminating, or suspending the Agreement, in whole or in part. 6. Incorporation of Provisions: The County will include the provisions of these paragraphs one through six in every sublease and subcontract, including procurements of materials and leases of equipment, unless exempt by the Acts, the Regulations and directives issued pursuant thereto. The County will take action with respect to any sublease or subcontract or procurement as the Corporation or the Federal Aviation Administration may direct as a means of enforcing such provisions including sanctions for noncompliance. Provided, that if the County becomes involved in, or is threatened with litigation by a sub-lessee, subcontractor, or supplier because of such direction, the County may request the Corporation to enter into any litigation to protect the interests of the Corporation. In addition, the County may request the United States to enter into the litigation to protect the interests of the United States. C. Title VI Assurance: Real Property Acquired or Improved with Airport Improvement Program Funds: The County, for itself and its assigns and successors in interest, as a part of the consideration hereof, does hereby covenant and agree, as a covenant running with the land, that: 1. In the event facilities are constructed, maintained, or otherwise operated on the property described in this Agreement for a purpose for which a Federal Aviation Administration activity, facility, or program is extended or for another purpose involving the provision of similar services or benefits, the County will maintain and operate such facilities and services in compliance with all requirements imposed by the Nondiscrimination Acts and Appendix 1-3 DMWEST #16936825 v1 Regulations listed in the Pertinent List of Nondiscrimination Authorities (as may be amended) such that no person on the grounds of race, color, or national origin, will be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination in the use of said facilities. 2. With respect to licenses, leases, permits, etc., in the event of breach of any of the above Nondiscrimination covenants, the Corporation will have the right to terminate the Agreement and to enter, re-enter, and repossess said lands and facilities thereon, and hold the same as if the Agreement had never been made or issued. D. Title VI List of Pertinent Nondiscrimination Acts and Authorities: During the performance of this Agreement, the County agrees to comply with the following nondiscrimination statutes and authorities; including but not limited to: • Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252), (prohibits discrimination on the basis of race, color, national origin); • 49 CFR part 21 (Non-discrimination In Federally-Assisted Programs of The Department of Transportation—Effectuation of Title VI of The Civil Rights Act of 1964); • The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U.S.C. § 4601), (prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal-aid programs and projects); • Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. § 794 et seq.), as amended, (prohibits discrimination on the basis of disability); and 49 CFR part 27; • The Age Discrimination Act of 1975, as amended, (42 U.S.C. § 6101 et seq.), (prohibits discrimination on the basis of age); • Airport and Airway Improvement Act of 1982, (49 USC § 471, Section 47123), as amended, (prohibits discrimination based on race, creed, color, national origin, or sex); • The Civil Rights Restoration Act of 1987, (PL 100-209), (Broadened the scope, coverage and applicability of Title VI of the Civil Rights Act of 1964, The Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms “programs or activities” to include all of the programs or activities of the Federal-aid recipients, sub-recipients and Lessees, whether such programs or activities are Federally funded or not); • Titles II and III of the Americans with Disabilities Act of 1990, which prohibit discrimination on the basis of disability in the operation of public entities, public and private transportation systems, places of public accommodation, and certain testing entities (42 U.S.C. §§ 12131 – 12189) as implemented by Department of Transportation regulations at 49 CFR parts 37 and 38; • The Federal Aviation Administration’s Non-discrimination statute (49 U.S.C. § 47123 (prohibits discrimination on the basis of race, color, national origin, and sex); • Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations, which ensures non-discrimination against minority populations by discouraging programs, policies, and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations; Appendix 1-4 DMWEST #16936825 v1 • Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency, and resulting agency guidance, national origin discrimination includes discrimination because of limited English proficiency (LEP). To ensure compliance with Title VI, you must take reasonable steps to ensure that LEP persons have meaningful access to your programs (70 Fed. Reg. at 74087 to 74100); • Title IX of the Education Amendments of 1972, as amended, which prohibits you from discriminating because of sex in education programs or activities (20 U.S.C. 1681 et seq). E. Federal Fair Labor Standards Act. This Agreement, and any authorized sub-leases that result from this Agreement, incorporates by reference the provisions of 29 CFR part 201, the Federal Fair Labor Standards Act (FLSA), with the same force and effect as if given in full text. The FLSA sets minimum wage, overtime pay, recordkeeping, and child labor standards for full and part time workers. The County has full responsibility to monitor compliance to the referenced statute or regulation. The County must address any claims or disputes that arise from this requirement directly with the U.S. Department of Labor – Wage and Hour Division. F. Occupational Safety and Health Act of 1970. This Agreement, and any authorized sub-leases that result from this Agreement, incorporates by reference the requirements of 29 CFR Part 1910 with the same force and effect as if given in full text. The County must provide a work environment that is free from recognized hazards that may cause death or serious physical harm to the employee. The County retains full responsibility to monitor its compliance and their sub-lessee’s compliance with the applicable requirements of the Occupational Safety and Health Act of 1970 (20 CFR Part 1910). The County must address any claims or disputes that pertain to a referenced requirement directly with the U.S. Department of Labor – Occupational Safety and Health Administration. A-1 DMWEST #16936825 v1 EXHIBIT A SUBLEASED PARKING AREA DMWEST #16981182 v1 FIRST AMENDMENT TO DE-ICICING FACILITY GROUND LEASE THIS FIRST AMENDMENT TO DE-ICING FACILITY GROUND LEASE (the “First Amendment”) is made and entered into as of ___________1, 2017, by and between Eagle County Air Terminal Corporation, a nonprofit corporation of the State of Colorado (the “Terminal Corporation”), and Eagle County, Colorado (the “County”). The Terminal Corporation and the County are referred to individually as a “Party” and collectively as “Parties.” W I T N E S S E T H: WHEREAS, the Parties entered into a De-Icing Facility Ground Lease dated as of June 1, 2006, and recorded in the Office of the Clerk and Recorder of Eagle County on June 30, 2006 at Reception No. 200617625 (the “Original Lease”), pursuant to which the County leases to the Terminal Corporation certain property at Eagle County Regional Airport (the “Airport”) for the purpose of constructing and operating a certain de-icing facility and related improvements (collectively, the “De-Icing Facility”); and WHEREAS, the Original Lease is in full force and effect; and WHEREAS, the construction of the De-Icing Facility was financed by the Corporation with proceeds of the Terminal Corporation’s Airport Terminal Project Revenue Improvement Bonds, Series 2006B Bonds (the “Series 2006B Bonds”); and WHEREAS, for the purpose of refunding in full the Series 2006B Bonds, the Terminal Corporation intends to issue its Airport Terminal Project Refunding Bonds, Series 2017A (the “Series 2017A Bonds”); and WHEREAS, pursuant to Article Twenty-Nine of the Lease, the Original Lease may be amended in writing by mutual agreement of the Parties; and WHEREAS, in connection with the issuance of the Series 2017A Bonds, the Parties wish to amend the Original Lease pursuant to this First Amendment in order to reduce the term of the Original Lease, modify provisions relating to the payment of rent and to make certain other amendments as set forth herein; and WHEREAS, each Party has the power and authority to enter into and to perform this First Amendment; and NOW, THEREFORE, for and in consideration of the premises and the mutual considerations herein contained, the sufficiency of which is hereby acknowledged, the Parties agree as follows: 1. Amendments to the Original Lease. The Original Lease shall be amended as follows: -2- (a) Article “ONE” entitled “TERM” shall be amended and restated in its entirety as follows: “The term of this Lease shall be for a period which commenced on the 1st day of June, 2006, and shall continue through the 31st day of December, 2031 (the “Termination Date”), unless earlier terminated under the provisions of this Lease. Notwithstanding the foregoing, this Lease shall terminate automatically upon the defeasance of the Series 2017A Bonds, any bonds issued by the Terminal Corporation to refund the same or any additional bonds issued by the Terminal Corporation to finance the construction of the De-Icing Facility. Upon such termination, title to the land and all improvements thereto, and all personal property therein owned by the Terminal Corporation shall vest exclusively in the County.” (b) The following sentence shall be added to Article “FIVE” entitled “RENT AND LICENSE FEE” in front of Section A: “Capitalized terms used and not defined herein shall have the meaning assigned to the them in the Amended and Restated Trust Indenture dated as of ___________________, 2017 between the Terminal Corporation and UMB Bank, National Association, as trustee, as it may be amended or supplemented from time to time.” (c) The first paragraph of Section A of Article “FIVE” entitled “RENT AND LICENSE FEE” shall be amended and restated in its entirety as follows: “A. Base Rent. The area base rent shall be twenty-two cents ($0.22) per square foot per year, or a total annual base rent of Twenty-Six Thousand Eight Hundred Forty Dollars ($26,840) per year. The base rent shall be payable in one lump sum payment in May of each year, but not sooner than May 2, after (i) all principal and interest payments on the Bonds then outstanding under the Indenture have been paid on the immediately preceding May 1, (ii) all deposits into the Debt Service Reserve Fund required by the Indenture have been made and (iii) the Capital Fund is funded in the amount of the Minimum Capital Fund Balance. If any requirements set forth in clauses (i) through (iii) above are not met, the base rent shall be deferred until the next following month in which each of such requirements are met (the “Deferred Rent”). Each rent payment shall be for the next following twelve-month period of May 1 through April 30, provided that (x) rent for the period from October 1, 2017 through April 30, 2018, shall be payable in arrears in May of 2018 and (y) rent for the last year of the term of this Lease shall be pro-rated for a partial year. If the Lease is terminated prior to the expiration of its term pursuant to the second paragraph of Article “One” or pursuant to Section A of Article Eighteen, the County shall refund to the Terminal Corporation any prepaid rent for the period from the date of termination of the Lease through the last date for which the rent was prepaid.” (d) Section C of Article “FIVE” entitled “RENT AND LICENSE FEE” shall be amended and restated in its entirety as follows: “C. Delinquency Interest. If the annual base rent is not paid by June 1 of each year as provided in Section A of this Article, the unpaid amount shall be considered delinquent and -3- shall accrue a delinquency interest of 18% per annum until paid in full. The Deferred Rent shall not be considered delinquent.” (e) Section A.2 of Article “SEVEN” entitled “COMPLIANCE WITH LAW, REGULATIONS, AND REQUIREMENTS” shall be amended and restated in its entirety as follows: “The Eagle County Regional Airport Minimum Standards and Leasing Policies; and” (f) The fifth paragraph of Section A of Article “ELEVEN” entitled “GENERAL OPERATING PROVISIONS” shall be amended and restated in its entirety as follows: “The County reserves the right to take any action it considers necessary to protect the aerial approaches to the Airport against obstruction, together with the right to prevent Terminal Corporation from constructing or altering or permitting to be constructed or altered, any building or other structure on or adjacent to the Airport, which when constructed or altered would, limit the usefulness of the Airport or constitute a hazard to air navigation as determined by the Federal Aviation Administration through it regulations at 14 CFR Part 77, as amended.” (g) Article “EIGHT” entitled “LEASE PROVISIONS REQUIRED OR SUGGESTED BY THE FEDERAL AVIATION ADMINISTRATION” shall be amended and restated in its entirety as follows: “A. General Civil Rights Provisions 1. The Terminal Corporation agrees to comply with pertinent statutes, Executive Orders and such rules as are promulgated to ensure that no person shall, on the grounds of race, creed, color, national origin, sex, age, or disability be excluded from participating in any activity conducted with or benefiting from Federal assistance. 2. This provision obligates the Terminal Corporation or its transferee for the period during which Federal assistance is extended to the Airport through the Airport Improvement Program. 3. In cases where Federal assistance provides, or is in the form of personal property; real property or interest therein; structures or improvements thereon, this provision obligates the party or any transferee for the longer of the following periods: a) The period during which the property is used by the County or any transferee for a purpose for which Federal assistance is extended, or for another purpose involving the provision of similar services or benefits; or b) The period during which the County or any transferee retains ownership or possession of the property. B. Title VI Assurance; Compliance with Nondiscrimination Requirements. During the performance of this Lease, the Terminal Corporation, for itself, its assignees, and successors in interest agrees as follows: -4- 1. Compliance with Regulations: The Terminal Corporation (hereinafter includes consultants) will comply with the Title VI List of Pertinent Nondiscrimination Acts and Authorities, as they may be amended from time to time, which are herein incorporated by reference and made a part of this Agreement. 2. Non-discrimination: The Terminal Corporation, with regard to the work performed by it during the Lease, will not discriminate on the grounds of race, color, or national origin in the selection and retention of sub-lessees or subcontractors, including procurements of materials and leases of equipment. The Terminal Corporation will not participate directly or indirectly in the discrimination prohibited by the Nondiscrimination Acts and Authorities set forth below, including employment practices when the Lease covers any activity, project, or program set forth in Appendix B of 49 CFR part 21. 3. Solicitations for Subleases or Subcontracts (Including Procurements of Materials and Equipment): In all solicitations, either by competitive bidding, or negotiation made by the Terminal Corporation for work to be performed under a sub-lease or subcontract, including procurements of materials, or leases of equipment, each potential sublessee or subcontractor or supplier will be notified by the Terminal Corporation of the Terminal Corporation’s obligations under this Lease and the Nondiscrimination Acts and Authorities on the grounds of race, color, or national origin. 4. Information and Reports: The Terminal Corporation will provide all information and reports required by the Acts, the Regulations, and directives issued pursuant thereto and will permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the County or the Federal Aviation Administration to be pertinent to ascertain compliance with such Nondiscrimination Acts and Authorities and instructions. Where any information required of the Terminal Corporation is in the exclusive possession of another who fails or refuses to furnish the information, the Terminal Corporation will so certify to the County or the Federal Aviation Administration, as appropriate, and will set forth what efforts it has made to obtain the information. 5. Sanctions for Noncompliance: In the event of the Terminal Corporation’s noncompliance with the Nondiscrimination provisions of this Lease, the County will impose such Lease sanctions as it or the Federal Aviation Administration may determine to be appropriate, including, but not limited to: a) Withholding payments to the Lessee under the Lease until the Lessee complies; and/or b) Cancelling, terminating, or suspending a Lease, in whole or in part. 6. Incorporation of Provisions: The Lessee will include the provisions of these paragraphs one through six in every sublease and subcontract, including procurements of materials and leases of equipment, unless exempt by the Acts, the Regulations and directives issued pursuant thereto. The Lessee will take action with respect to any sublease or subcontract or procurement as the County or the Federal Aviation Administration may direct as a -5- means of enforcing such provisions including sanctions for noncompliance. Provided, that if the Lessee becomes involved in, or is threatened with litigation by a sub-lessee, subcontractor, or supplier because of such direction, the Lessee may request the County to enter into any litigation to protect the interests of the County. In addition, the Lessee may request the United States to enter into the litigation to protect the interests of the United States. C. Title VI Assurance: Real Property Acquired or Improved with Airport Improvement Program Funds: The Terminal Corporation, for itself and its assigns and successors in interest, as a part of the consideration hereof, does hereby covenant and agree, as a covenant running with the land, that: 1. In the event facilities are constructed, maintained, or otherwise operated on the property described in this Lease for a purpose for which a Federal Aviation Administration activity, facility, or program is extended or for another purpose involving the provision of similar services or benefits, the Lessee will maintain and operate such facilities and services in compliance with all requirements imposed by the Nondiscrimination Acts and Regulations listed in the Pertinent List of Nondiscrimination Authorities (as may be amended) such that no person on the grounds of race, color, or national origin, will be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination in the use of said facilities. 2. With respect to licenses, leases, permits, etc., in the event of breach of any of the above Nondiscrimination covenants, the County will have the right to terminate the Lease and to enter, re-enter, and repossess said lands and facilities thereon, and hold the same as if the Lease had never been made or issued. D. Title VI List of Pertinent Nondiscrimination Acts and Authorities: During the performance of this Lease, the Terminal Corporation agrees to comply with the following nondiscrimination statutes and authorities; including but not limited to: • Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252), (prohibits discrimination on the basis of race, color, national origin); • 49 CFR part 21 (Non-discrimination In Federally-Assisted Programs of The Department of Transportation—Effectuation of Title VI of The Civil Rights Act of 1964); • The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U.S.C. § 4601), (prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal-aid programs and projects); • Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. § 794 et seq.), as amended, (prohibits discrimination on the basis of disability); and 49 CFR part 27; • The Age Discrimination Act of 1975, as amended, (42 U.S.C. § 6101 et seq.), (prohibits discrimination on the basis of age); • Airport and Airway Improvement Act of 1982, (49 USC § 471, Section 47123), as amended, (prohibits discrimination based on race, creed, color, national origin, or sex); -6- • The Civil Rights Restoration Act of 1987, (PL 100-209), (Broadened the scope, coverage and applicability of Title VI of the Civil Rights Act of 1964, The Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms “programs or activities” to include all of the programs or activities of the Federal-aid recipients, sub-recipients and Lessees, whether such programs or activities are Federally funded or not); • Titles II and III of the Americans with Disabilities Act of 1990, which prohibit discrimination on the basis of disability in the operation of public entities, public and private transportation systems, places of public accommodation, and certain testing entities (42 U.S.C. §§ 12131 – 12189) as implemented by Department of Transportation regulations at 49 CFR parts 37 and 38; • The Federal Aviation Administration’s Non-discrimination statute (49 U.S.C. § 47123 (prohibits discrimination on the basis of race, color, national origin, and sex); • Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations, which ensures non-discrimination against minority populations by discouraging programs, policies, and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations; • Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency, and resulting agency guidance, national origin discrimination includes discrimination because of limited English proficiency (LEP). To ensure compliance with Title VI, you must take reasonable steps to ensure that LEP persons have meaningful access to your programs (70 Fed. Reg. at 74087 to 74100); • Title IX of the Education Amendments of 1972, as amended, which prohibits you from discriminating because of sex in education programs or activities (20 U.S.C. 1681 et seq). E. Federal Fair Labor Standards Act. This Lease, and any authorized sub-leases that result from this Lease, incorporates by reference the provisions of 29 CFR part 201, the Federal Fair Labor Standards Act (FLSA), with the same force and effect as if given in full text. The FLSA sets minimum wage, overtime pay, recordkeeping, and child labor standards for full and part time workers. The Terminal Corporation has full responsibility to monitor compliance to the referenced statute or regulation. The Terminal Corporation must address any claims or disputes that arise from this requirement directly with the U.S. Department of Labor – Wage and Hour Division. F. Occupational Safety and Health Act of 1970. This Lease, and any authorized sub-leases that result from this Lease, incorporates by reference the requirements of 29 CFR Part 1910 with the same force and effect as if given in full text. The Terminal Corporation must provide a work environment that is free from recognized hazards that may cause death or serious physical harm to the employee. The Terminal Corporation retains full responsibility to monitor its compliance and their sub-lessee’s compliance with the applicable requirements of the Occupational Safety and Health Act of 1970 (20 CFR Part 1910). The Terminal Corporation must address any claims or disputes that pertain -7- to a referenced requirement directly with the U.S. Department of Labor – Occupational Safety and Health Administration. (h) Article “TWENTY-SIX” entitled “DAMAGE OR DESTRUCTION OF DE- ICING FACILITY” shall be amended by adding the following words at the beginning of the first and second sentences: “Subject to the provisions of the Indenture,” (i) Article “TWENTY-SEVEN” entitled “F.A.A. AND AIRPORT INSTRUMENTS” shall be amended and restated in its entirety as follows: “The Federal Aviation Agency and the County are hereby granted the right and privilege by Terminal Corporation to place on and around the Leased Premises, without costs to the Terminal Corporation, whatever instruments and equipment they desire during the term of this Lease.” 2. Miscellaneous. (a) The Parties agree that, except as expressly altered, modified and changed in this First Amendment, all terms and provisions of the Original Lease shall remain in full force and effect, and hereby are ratified and confirmed in all respects as of the date hereof. (b) If any conflict exists between the provisions of this First Amendment and the Original Lease, the provisions of this First Amendment shall control. (c) This First Amendment shall be binding on the Parties, their heirs, executors, successors, and assigns. (d) This First Amendment shall be governed by and construed in accordance with the law of the State of Colorado. [Signature page follows] [Signature Page to First Amendment to De-Icing Facility Ground Lease] IN WITNESS WHEREOF, the parties hereto have executed this First Amendment the day and year first above written. EAGLE COUNTY, COLORADO, as lessor Attest: By: ______________________________ By:_________________________________ _________________, Chair County Clerk and Recorder Board of County Commissioners EAGLE COUNTY AIR TERMINAL CORPORATION, as lessee Attest: By: ______________________________ By: ______________________________ ________________, Secretary __________________, President STATE OF COLORADO ) ) ss. COUNTY OF EAGLE ) The foregoing instrument was acknowledged before me this __ day of __________, 2017, by ____________, as Chair of the Board of County Commissioners, and ____________________, as Clerk and Recorder, of EAGLE COUNTY, COLORADO, on behalf of such County, and by __________________, as President, and __________________, as Secretary of EAGLE COUNTY AIR TERMINAL CORPORATION, a Colorado non-profit corporation, on behalf of such Corporation. Witness my hand and official seal. My commission expires: Notary Public [Beneficiary Consent] BENEFICIARY CONSENT UMB Bank, National Association, as Beneficiary under the Leasehold Deed of Trust, Security Agreement and Financing Statement dated as of June 1, 1996, as amended and supplemented, hereby consents to the amendment and supplement of the De-Icing Facility Ground Lease dated as of June 1, 2006, between Eagle County, Colorado and Eagle County Air Terminal Corporation, as provided in this First Amendment to De-Icing Facility Ground Lease dated as of ________________, 2017. ______________, 2017 UMB BANK, NATIONAL ASSOCIATION By: Authorized Officer STATE OF COLORADO ) ) ss. CITY AND COUNTY OF DENVER ) On this, the day of ___________, 2017, before me, the undersigned notary public, personally appeared ____________ who acknowledged himself to be a [Vice President] of UMB Bank, National Association, and that he, as such officer, being authorized to do so, executed the foregoing instrument for the purposes therein contained by signing the name of said Bank by himself as such officer. I hereby certify that I am not a director or officer of the above named Bank. IN WITNESS WHEREOF, I hereunto set my hand and official seal. My commission expires: Notary Public [NOTARIAL SEAL] DMWEST #16844886 v2 EAGLE COUNTY AIRPORT TERMINAL FACILITIES PROJECT FIRST AMENDMENT TO THE 2006 PROJECT AGREEMENT THIS FIRST AMENDMENT TO THE 2006 PROJECT AGREEMENT (the “Amendment”) is made as of ________ __, 2017, by and between EAGLE COUNTY AIR TERMINAL CORPORATION, a Colorado nonprofit corporation (the “Corporation”) and EAGLE COUNTY, COLORADO (the “County”). This Amendment amends and supplements the Original Project Agreement, defined below. RECITALS A. The Corporation has been organized to acquire, construct, operate and maintain property in order to provide certain airport facilities, for the benefit and on behalf of the County and its inhabitants. B. The Corporation previously issued its Airport Terminal Facilities Project Revenue Improvements Bonds, Series 2006B (the “2006B Bonds”) in order to finance the costs of (A) acquisition, construction and improvement of a de-icing facility used in connection with certain operations at the Airport and located on certain real property described in Exhibit A to the Original Project Agreement, (B) an acquisition of land used for expansion of Airport access roads described in Exhibit A attached hereto and (C) certain other improvements to the Airport access road (collectively, the “2006 Project”). C. In connection with the issuance of the 2006B Bonds and the financing of the 2006 Project, the Corporation and the County entered into a 2006 Project Agreement dated as of June 1, 2006 (the “Original Project Agreement”). D. The Corporation intends to issue its Airport Terminal Project Revenue Refunding Bonds, Series 2017A (the “2017A Bonds”) for the purpose of refunding the 2006B Bonds in full (the “Refunding Project”). E. The 2017A Bonds shall be issued pursuant to an Amended and Restated Trust Indenture dated as of _______ 1, 2017 (the “Indenture”), between the Corporation and UMB Bank, National Association, as Trustee. F. The Refunding Project, together with the 2006 Project, shall be referred to herein collectively as the “Project.” G. The 2017A Bonds shall be payable from the Project Revenues (as defined in the Indenture), including certain passenger facility charges (“PFCs”) imposed and used under the United States Department of Transportation, Federal Aviation Administration (“FAA”) rule at 14 CFR Part 158 (the “PFC Rule”). - 2 - H. The Corporation and the County desire to amend and supplement the Original Project Agreement to reflect the refunding of the 2006B Bonds through the issuance of the 2017A Bonds and to make certain other amendments. All capitalized terms used herein, unless otherwise defined, shall have the meanings ascribed thereto in the Indenture. TERMS For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the County and the Corporation, on behalf of themselves and their respective successors and assigns, hereby supplement the Original Project Agreement and further agree as follows: 1. Replacement of Defined Terms. The Original Project Agreement is hereby amended by replacing the term “2006B Bonds” with the term “2017A Bonds” throughout the Original Project Agreement, except as provided in Section 2 below. The Original Project Agreement is hereby amended by replacing the terms “2006 Project,” and “Indenture” as used and defined in the Original Project Agreement, with the terms “Project,” and “Indenture,” respectively (each as defined in the Recitals to this Amendment) throughout the Original Project Agreement. 2. Amendment of Section 4. The first paragraph of Section 4 of the Original Project Agreement is hereby amended in its entirety as follows: “The County obtained the FAA’s approval to impose and collect PFCs in the amount of $4.50 per enplaning passenger for the payment of project costs financed with the proceeds of the 2006B Bonds (which are being refunded with the proceeds of the 2017A Bonds), including debt service on the 2006B Bonds. The County shall collect such PFCs from carriers serving the Airport for the benefit of the Corporation and transfer them to the Corporation or the Trustee for deposit in the PFC Account. The County acknowledges that PFC Revenue have been pledged to pay certain PFC Eligible Bonds under the Indenture and that it is acting solely as an agent of the Corporation in collecting such PFC Revenue. PFC Revenue received by the Corporation shall be used only for allowable 1996 Project, Project Addition and the Project costs under the PFC Rule, including the use of excess PFC Revenue as permitted thereunder. The Corporation shall join with the County in assuring continued compliance with the PFC Rue, as in effect from time to time.” 3. Amendment to Sections 5. Sections 5 of the Original Project Agreement, is hereby amended in its entirety to read as follows: Section 5. Right to Acquire. As further provided in Section 14.02 of the Indenture, the County is hereby granted the right to obtain, at any time, fee title and exclusive possession of the Project and any additions thereto free from leaseholds, liens and encumbrances held or created by the Corporation related to the 2017A Bonds and any Bonds issued under the Indenture to refund the 2017A Bonds (but subject to other Permitted Encumbrances, as defined - 3 - in the Indenture), and any additions to such property, by (1) paying to the Trustee or placing into escrow an amount that will be sufficient to pay and defease such 2017A Bonds and any Bonds issued under the Indenture to refund the 2017A Bonds, (2) paying reasonable costs incidental to the defeasance, and (3) complying with all other requirements of Article XIV of the Indenture. Other than permitted by the Internal Revenue Code and the regulations thereunder (the “Code”), the County, at any time before it pays and defeases such obligations, shall not agree or otherwise be obligated to convey any interest in such property to any person (including the United States of America or its agencies or instrumentalities) for any period extending beyond or beginning after the County defeases such obligations. In addition, except as otherwise permitted by the Code, the County shall not agree or otherwise be obligated to convey a fee interest in such property to any person who was a user thereof (or a related person) before the defeasance, within 90 days after the County defeases such 2017A Bonds and any Bonds issued under the Indenture to refund the 2017A Bonds. 4. Amendment to Sections 9. Section 9 of the Original Project Agreement hereby amended in their entirety to read as follows: Section 9. Title. Unencumbered fee title (subject to certain Permitted Encumbrances as aforesaid) to the Project and any additions thereto and exclusive possession and use thereof will vest in the County without demand or further action on its part when the 2017A Bonds (including any Bonds issued under the Indenture to refund the 2017A Bonds) are discharged. For purposes of this Section 9, such 2017A Bonds and any Bonds issued under the Indenture to refund the 2017A Bonds will be discharged when (a) cash is available at the place of payment on the date that such bonds are due (whether at maturity or upon call for redemption) and (b) interest ceases to accrue on such bonds or (c) as otherwise provided in Article XIV of the Indenture. All leases, management contracts and similar encumbrances on the Project (as defined in this Agreement) shall terminate upon discharge of said obligations. Encumbrances that do not significantly interfere with the enjoyment of such property, such as the Permitted Encumbrances, are not considered encumbrances for this Section. 5. Confirmation of Original Project Agreement; Construction. Except as modified by this Amendment, the Original Project Agreement is hereby confirmed and remains in full force and effect in all respects. In the event of any conflict between the terms and provisions of this Amendment and the terms and provisions of the Indenture, the terms and provisions of the Indenture shall govern. 6. Applicable Law. This Amendment shall be governed exclusively by the provisions hereof and by the applicable laws of the State of Colorado. 7. Counterparts. This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original; and such counterparts shall together constitute but one and the same instrument. [Signature page follows] [Signature/Notary Page to First Amendment to 2006 Project Agreement] IN WITNESS WHEREOF, EAGLE COUNTY, COLORADO and EAGLE COUNTY AIR TERMINAL CORPORATION have caused this Supplemental Project Agreement to be executed and delivered by their duly authorized representatives as of the day and year first mentioned above. EAGLE COUNTY, COLORADO EAGLE COUNTY AIR TERMINAL CORPORATION By: By: Jill Ryan Jill Ryan, President Chair, Board of County Commissioners [SEAL] [SEAL] ATTEST ATTEST [___________] Bryan Treu, Secretary County Clerk and Recorder STATE OF COLORADO ) ) ss. COUNTY OF EAGLE ) The foregoing instrument was acknowledged before me this ___ day of ______, 2017, by Jill Ryan, as Chair of the Board of County Commissioners and [__________], as Clerk and Recorder, of EAGLE COUNTY, COLORADO, on behalf of such County and by Jill Ryan, as President, and Bryan Treu, as Secretary of EAGLE COUNTY AIR TERMINAL CORPORATION, a Colorado non-profit corporation, on behalf of such Corporation. Witness my hand and official seal. My commission expires: Notary Public DMWEST #16844886 v2 A-1 EXHIBIT A LEGAL DESCRIPTION OF THE ROAD IMPROVEMENT PARCEL [COPY FROM THE 2007 TRANSCRIPT] DMWEST #16845803 v1 FIRST AMENDMENT TO DE-ICING FACILITY SUBLEASE THIS FIRST AMENDMENT TO DE-ICING FACILITY SUBLEASE (this “First Amendment”), is made and entered into as of ________, 2017, by and between Eagle County Air Terminal Corporation, a non-profit corporation of the State of Colorado (“Corporation”), and Eagle County, Colorado (the “County”). W I T N E S S E T H: WHEREAS, the Corporation has entered into a De-Icing Facility Ground Lease dated as of June 1, 2006, as supplemented by the First Amendment to the De-Icing Facility Ground Lease of even date herewith (collectively, the “De-Icing Facility Ground Lease”) with the County, pursuant to which the County leases to the Corporation certain property at Eagle County Regional Airport (the “Airport”) for the purpose of acquisition, construction and operation by the Corporation of certain de-icing facility (the “De-Icing Facility Area,” as further defined herein); and WHEREAS, the Corporation previously entered into a Project Construction Agreement dated as of June 1, 2006 (the “2006 Construction Agreement”) with the County, pursuant to which the County, among other things, constructed certain improvements on the De- Icing Facility Area (the “De-Icing Facility”); and WHEREAS, the Corporation has the right to lease certain areas of the De-Icing Facility, has the right to sublease certain property at the Airport, including the De-Icing Facility Area, and has the right to grant operating privileges thereon subject certain terms and conditions set forth in the Original Sublease (as defined below); and WHEREAS, the Corporation and the County have previously entered into that certain De-Icing Facility Sublease, dated as of June 1, 2006 and recorded in the Office of the Clerk and Recorder of Eagle County on June 30, 2006 at Reception No. 200617627 (the “Original Sublease”), pursuant to which the Corporation subleases the De-Icing Facility Area to the County, and the County is granted certain rights and privileges from Corporation in connection with its use of the De-Icing Facility Area under terms and conditions set forth therein; and WHEREAS, the Original Sublease is in full force and effect; and WHEREAS, pursuant to Section 10.19 of the Original Sublease, the Original Sublease may be amended pursuant to an instrument in writing executed by all the parties with the same formality as the Original Sublease; and WHEREAS, the County and the Corporation desire to amend the Original Sublease to amend the term of the Original Sublease, to amend the annual rent due from the County to the Corporation and to make certain other amendments as set forth herein; and WHEREAS, the Corporation has the power and authority to enter into and to perform this First Amendment; and 2 DMWEST #16845803 v1 NOW, THEREFORE, for and in consideration of the premises and the mutual covenants and considerations herein contained, Corporation and the County agree as follows: Section 1. Definitions and Replacement of Terms, Appendices and Schedules. (a) The Original Sublease is hereby amended to replace the term “Indenture” as defined therein with the term “Indenture” as defined below: “Indenture” means the Amended and Restated Trust Indenture, dated as of ________, 2017, between the Corporation and UMB Bank, National Association, as Trustee, as it may be amended or supplemented from time to time. (b) The Original Sublease is hereby amended by adding the following definition: “2017A Bonds” means the Corporation’s Airport Terminal Project Revenue Refunding Bonds, Series 2017A issued by the Corporation pursuant to the Indenture. (c) The Original Sublease is hereby amended by replacing the term “2006B Bonds” with the term “2017A Bonds” throughout the Original Sublease. (d) The Original Sublease is hereby amended by replacing Appendices No. 1 through No. 6 with the Appendix I attached hereto and all references in the Original Sublease to Appendices No. 1 through No. 6 shall refer to Appendix 1. (e) Schedule A attached to the Original Indenture shall be replaced with Schedule A attached to this First Amendment. Section 2. Amendments to the Original Sublease. The second sentence of Section 3.1.A of the Original Sublease is hereby deleted in its entirety and replaced with the language below: “The County may renew this Agreement for successive annual terms through December 31, 2031, as described in subparagraph B below.” Section 3. Confirmation of Original Sublease; Construction. Except as modified by this First Amendment, the Original Sublease is hereby confirmed and remains in full force and effect in all respects. Section 4. Applicable Law. This Agreement shall be governed exclusively by the provisions hereof and by the applicable laws of the State of Colorado. Section 5. Counterparts. This Agreement may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original; and such counterparts shall together constitute but one and the same instrument. [Signature page follows] [Signature Page and Notary Block to the First Amendment to the De-Icing Facility Sublease] IN WITNESS WHEREOF, the parties hereto have executed this First Amendment the day and year first above written. EAGLE COUNTY AIR TERMINAL CORPORATION, as lessor Attest: By: By: ______________________________ Bryan Treu, Secretary Jill Ryan, President EAGLE COUNTY, COLORADO, as lessee Attest: By: By: ______________________________ County Clerk and Recorder Jill Ryan, Chair Board of County Commissioners STATE OF COLORADO ) ) ss COUNTY OF EAGLE ) The foregoing instrument was acknowledged before me this ____ day of _____, 2017, by Jill Ryan and Bryan Treu, as President and Secretary, respectively, of Eagle County Air Terminal Corporation. My Commission expires: Notary Public STATE OF COLORADO ) ) ss COUNTY OF EAGLE ) The foregoing instrument was acknowledged before me this ____ day of ______, 2017, by Jill Ryan and [_______] as Chair of the Board of County Commissioners and County Clerk and Recorder, respectively, of the Eagle County, Colorado, Board of County Commissioners. My Commission expires: Notary Public Schedule A DMWEST #16845803 v1 SCHEDULE A [insert debt service amounts for the 2017A bonds] Appendix 1-1 DMWEST #16845803 v1 APPENDIX 1 SUBLEASE PROVISIONS REQUIRED BY THE FEDERAL AVIATION ADMINISTRATION A. General Civil Rights Provisions 1. The County agrees to comply with pertinent statutes, Executive Orders and such rules as are promulgated to ensure that no person shall, on the grounds of race, creed, color, national origin, sex, age, or disability be excluded from participating in any activity conducted with or benefiting from Federal assistance. 2. This provision obligates the County or its transferee for the period during which Federal assistance is extended to the Airport through the Airport Improvement Program. 3. In cases where Federal assistance provides, or is in the form of personal property; real property or interest therein; structures or improvements thereon, this provision obligates the party or any transferee for the longer of the following periods: a) The period during which the property is used by the Corporation or any transferee for a purpose for which Federal assistance is extended, or for another purpose involving the provision of similar services or benefits; or b) The period during which the Corporation or any transferee retains ownership or possession of the property. B. Title VI Assurance; Compliance with Nondiscrimination Requirements. During the performance of this Agreement, the County, for itself, its assignees, and successors in interest agrees as follows: 1. Compliance with Regulations: The County (hereinafter includes consultants) will comply with the Title VI List of Pertinent Nondiscrimination Acts and Authorities, as they may be amended from time to time, which are herein incorporated by reference and made a part of this Agreement. 2. Non-discrimination: The County, with regard to the work performed by it during the Lease, will not discriminate on the grounds of race, color, or national origin in the selection and retention of sub-lessees or subcontractors, including procurements of materials and leases of equipment. The County will not participate directly or indirectly in the discrimination prohibited by the Nondiscrimination Acts and Authorities set forth below, including employment practices when the Lease covers any activity, project, or program set forth in Appendix B of 49 CFR part 21. 3. Solicitations for Subleases or Subcontracts (Including Procurements of Materials and Equipment): In all solicitations, either by competitive bidding, or negotiation made by the County for work to be performed under a sub-lease or subcontract, including procurements of materials, or leases of equipment, each potential sublessee or subcontractor or supplier will be notified by the County of the County’s obligations under Appendix 1-2 DMWEST #16845803 v1 this Agreement and the Nondiscrimination Acts and Authorities on the grounds of race, color, or national origin. 4. Information and Reports: The County will provide all information and reports required by the Acts, the Regulations, and directives issued pursuant thereto and will permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the Corporation or the Federal Aviation Administration to be pertinent to ascertain compliance with such Nondiscrimination Acts and Authorities and instructions. Where any information required of the County is in the exclusive possession of another who fails or refuses to furnish the information, the County will so certify to the Corporation or the Federal Aviation Administration, as appropriate, and will set forth what efforts it has made to obtain the information. 5. Sanctions for Noncompliance: In the event of the County’s noncompliance with the Nondiscrimination provisions of this Agreement, the Corporation will impose such Agreement sanctions as it or the Federal Aviation Administration may determine to be appropriate, including, but not limited to: a) Withholding payments to the County under the Agreement until the County complies; and/or b) Cancelling, terminating, or suspending the Agreement, in whole or in part. 6. Incorporation of Provisions: The County will include the provisions of these paragraphs one through six in every sublease and subcontract, including procurements of materials and leases of equipment, unless exempt by the Acts, the Regulations and directives issued pursuant thereto. The County will take action with respect to any sublease or subcontract or procurement as the Corporation or the Federal Aviation Administration may direct as a means of enforcing such provisions including sanctions for noncompliance. Provided, that if the County becomes involved in, or is threatened with litigation by a sub-lessee, subcontractor, or supplier because of such direction, the County may request the Corporation to enter into any litigation to protect the interests of the Corporation. In addition, the County may request the United States to enter into the litigation to protect the interests of the United States. C. Title VI Assurance: Real Property Acquired or Improved with Airport Improvement Program Funds: The County, for itself and its assigns and successors in interest, as a part of the consideration hereof, does hereby covenant and agree, as a covenant running with the land, that: 1. In the event facilities are constructed, maintained, or otherwise operated on the property described in this Agreement for a purpose for which a Federal Aviation Administration activity, facility, or program is extended or for another purpose involving the provision of similar services or benefits, the County will maintain and operate such facilities and services in compliance with all requirements imposed by the Nondiscrimination Acts and Regulations listed in the Pertinent List of Nondiscrimination Authorities (as may be amended) such that no person on the grounds of race, color, or national origin, will be Appendix 1-3 DMWEST #16845803 v1 excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination in the use of said facilities. 2. With respect to licenses, leases, permits, etc., in the event of breach of any of the above Nondiscrimination covenants, the Corporation will have the right to terminate the Agreement and to enter, re-enter, and repossess said lands and facilities thereon, and hold the same as if the Agreement had never been made or issued. D. Title VI List of Pertinent Nondiscrimination Acts and Authorities: During the performance of this Agreement, the County agrees to comply with the following nondiscrimination statutes and authorities; including but not limited to: • Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252), (prohibits discrimination on the basis of race, color, national origin); • 49 CFR part 21 (Non-discrimination In Federally-Assisted Programs of The Department of Transportation—Effectuation of Title VI of The Civil Rights Act of 1964); • The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U.S.C. § 4601), (prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal-aid programs and projects); • Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. § 794 et seq.), as amended, (prohibits discrimination on the basis of disability); and 49 CFR part 27; • The Age Discrimination Act of 1975, as amended, (42 U.S.C. § 6101 et seq.), (prohibits discrimination on the basis of age); • Airport and Airway Improvement Act of 1982, (49 USC § 471, Section 47123), as amended, (prohibits discrimination based on race, creed, color, national origin, or sex); • The Civil Rights Restoration Act of 1987, (PL 100-209), (Broadened the scope, coverage and applicability of Title VI of the Civil Rights Act of 1964, The Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms “programs or activities” to include all of the programs or activities of the Federal-aid recipients, sub-recipients and Lessees, whether such programs or activities are Federally funded or not); • Titles II and III of the Americans with Disabilities Act of 1990, which prohibit discrimination on the basis of disability in the operation of public entities, public and private transportation systems, places of public accommodation, and certain testing entities (42 U.S.C. §§ 12131 – 12189) as implemented by Department of Transportation regulations at 49 CFR parts 37 and 38; • The Federal Aviation Administration’s Non-discrimination statute (49 U.S.C. § 47123 (prohibits discrimination on the basis of race, color, national origin, and sex); • Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations, which ensures non-discrimination against minority populations by discouraging programs, policies, and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations; • Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency, and resulting agency guidance, national origin discrimination includes discrimination because of limited English proficiency (LEP). To ensure compliance with Appendix 1-4 DMWEST #16845803 v1 Title VI, you must take reasonable steps to ensure that LEP persons have meaningful access to your programs (70 Fed. Reg. at 74087 to 74100); • Title IX of the Education Amendments of 1972, as amended, which prohibits you from discriminating because of sex in education programs or activities (20 U.S.C. 1681 et seq). E. Federal Fair Labor Standards Act. This Agreement, and any authorized sub-leases that result from this Agreement, incorporates by reference the provisions of 29 CFR part 201, the Federal Fair Labor Standards Act (FLSA), with the same force and effect as if given in full text. The FLSA sets minimum wage, overtime pay, recordkeeping, and child labor standards for full and part time workers. The County has full responsibility to monitor compliance to the referenced statute or regulation. The County must address any claims or disputes that arise from this requirement directly with the U.S. Department of Labor – Wage and Hour Division. F. Occupational Safety and Health Act of 1970. This Agreement, and any authorized sub-leases that result from this Agreement, incorporates by reference the requirements of 29 CFR Part 1910 with the same force and effect as if given in full text. The County must provide a work environment that is free from recognized hazards that may cause death or serious physical harm to the employee. The County retains full responsibility to monitor its compliance and their sub-lessee’s compliance with the applicable requirements of the Occupational Safety and Health Act of 1970 (20 CFR Part 1910). The County must address any claims or disputes that pertain to a referenced requirement directly with the U.S. Department of Labor – Occupational Safety and Health Administration. DMWEST #16996127 v1 FIRST AMENDMENT TO ROAD IMPROVEMENTS LEASE THIS FIRST AMENDMENT TO ROAD IMPROVEMENTS LEASE (this “First Amendment”), is made and entered into as of ________, 2017, by and between Eagle County Air Terminal Corporation, a non-profit corporation of the State of Colorado (“Corporation”), and Eagle County, Colorado (the “County”). W I T N E S S E T H: WHEREAS, the Corporation has entered into a Road Improvements Lease dated as of April 30, 2007 (the “Original Lease”) with the County, pursuant to which the Corporation leases to the County certain property at Eagle County Regional Airport (the “Airport”) for the purpose of operating public Road Improvements at the Road Improvement Site (each as defined in the Original Lease); and WHEREAS, the Original Lease is in full force and effect; and WHEREAS, pursuant to Section 10.19 of the Original Lease, the Original Lease may be amended pursuant to an instrument in writing executed by all the parties with the same formality as the Original Lease; and WHEREAS, the County and the Corporation desire to amend the Original Lease to amend the term of the Original Lease, to amend the annual rent due from the County to the Corporation and to make certain other amendments as set forth herein; and WHEREAS, the Corporation has the power and authority to enter into and to perform this First Amendment; and NOW, THEREFORE, for and in consideration of the premises and the mutual covenants and considerations herein contained, Corporation and the County agree as follows: Section 1. Definitions and Replacement of Terms, Appendices and Schedules. (a) The term “De-Icing Facility Sublease” contained in Section 1.1 is hereby amended in its entirety as follows: “De-Icing Facility Sublease” means the De-Icing Facility Sublease dated as of June 1, 2006, as amended pursuant to the First Amendment to the De-Icing Facility Sublease dated as of ___________, 2017, between the Corporation, as lessor, and the County, as lessee, and as it may be further amended or supplemented. (b) The term “Indenture” contained in Section 1.1 is hereby amended in its entirety as follows:: “Indenture” means the Amended and Restated Trust Indenture, dated as of ________, 2017, between the Corporation and UMB Bank, National Association, as Trustee, as it may be amended or supplemented from time to time. 2 DMWEST #16996127 v1 (c) Section 1.1. of the Original Lease is hereby amended by adding the following definition: “2017A Bonds” means the Corporation’s Airport Terminal Project Revenue Refunding Bonds, Series 2017A issued by the Corporation pursuant to the Indenture. (c) The Original Lease is hereby amended by replacing the term “2006B Bonds” with the term “2017A Bonds” throughout the Original Lease. (d) The Original Lease is hereby amended by replacing Appendices No. 1 through No. 6 with the Appendix I attached hereto and all references in the Original Lease to Appendices No. 1 through No. 6 shall refer to Appendix 1. (e) Schedule A attached to the Original Indenture shall be replaced with Schedule A attached to this First Amendment. Section 2. Amendments to the Original Lease. The second sentence of Section 3.1.A of the Original Lease is hereby deleted in its entirety and replaced with the language below: “The County may renew this Agreement for successive annual terms through December 31, 2031, as described in subparagraph B below.” Section 3. Confirmation of Original Lease; Construction. Except as modified by this First Amendment, the Original Lease is hereby confirmed and remains in full force and effect in all respects. Section 4. Applicable Law. This Agreement shall be governed exclusively by the provisions hereof and by the applicable laws of the State of Colorado. Section 5. Counterparts. This Agreement may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original; and such counterparts shall together constitute but one and the same instrument. [Signature page follows] [Signature Page and Notary Block to the First Amendment to the De-Icing Facility Sublease] IN WITNESS WHEREOF, the parties hereto have executed this First Amendment the day and year first above written. EAGLE COUNTY AIR TERMINAL CORPORATION, as lessor Attest: By: By: ______________________________ Bryan Treu, Secretary Jill Ryan, President EAGLE COUNTY, COLORADO, as lessee Attest: By: By: ______________________________ County Clerk and Recorder Jill Ryan, Chair Board of County Commissioners STATE OF COLORADO ) ) ss COUNTY OF EAGLE ) The foregoing instrument was acknowledged before me this ____ day of _____, 2017, by Jill Ryan and Bryan Treu, as President and Secretary, respectively, of Eagle County Air Terminal Corporation. My Commission expires: Notary Public STATE OF COLORADO ) ) ss COUNTY OF EAGLE ) The foregoing instrument was acknowledged before me this ____ day of ______, 2017, by Jill Ryan and [_______] as Chair and Clerk, respectively, of the Eagle County, Colorado, Board of County Commissioners. My Commission expires: Notary Public Schedule A DMWEST #16996127 v1 SCHEDULE A [insert debt service amounts for the 2017A bonds] Appendix 1-1 DMWEST #16996127 v1 APPENDIX 1 SUBLEASE PROVISIONS REQUIRED BY THE FEDERAL AVIATION ADMINISTRATION A. General Civil Rights Provisions 1. The County agrees to comply with pertinent statutes, Executive Orders and such rules as are promulgated to ensure that no person shall, on the grounds of race, creed, color, national origin, sex, age, or disability be excluded from participating in any activity conducted with or benefiting from Federal assistance. 2. This provision obligates the County or its transferee for the period during which Federal assistance is extended to the Airport through the Airport Improvement Program. 3. In cases where Federal assistance provides, or is in the form of personal property; real property or interest therein; structures or improvements thereon, this provision obligates the party or any transferee for the longer of the following periods: a) The period during which the property is used by the Corporation or any transferee for a purpose for which Federal assistance is extended, or for another purpose involving the provision of similar services or benefits; or b) The period during which the Corporation or any transferee retains ownership or possession of the property. B. Title VI Assurance; Compliance with Nondiscrimination Requirements. During the performance of this Agreement, the County, for itself, its assignees, and successors in interest agrees as follows: 1. Compliance with Regulations: The County (hereinafter includes consultants) will comply with the Title VI List of Pertinent Nondiscrimination Acts and Authorities, as they may be amended from time to time, which are herein incorporated by reference and made a part of this Agreement. 2. Non-discrimination: The County, with regard to the work performed by it during the Lease, will not discriminate on the grounds of race, color, or national origin in the selection and retention of sub-lessees or subcontractors, including procurements of materials and leases of equipment. The County will not participate directly or indirectly in the discrimination prohibited by the Nondiscrimination Acts and Authorities set forth below, including employment practices when the Lease covers any activity, project, or program set forth in Appendix B of 49 CFR part 21. 3. Solicitations for Subleases or Subcontracts (Including Procurements of Materials and Equipment): In all solicitations, either by competitive bidding, or negotiation made by the County for work to be performed under a sub-lease or subcontract, including procurements of materials, or leases of equipment, each potential sublessee or subcontractor or supplier will be notified by the County of the County’s obligations under Appendix 1-2 DMWEST #16996127 v1 this Agreement and the Nondiscrimination Acts and Authorities on the grounds of race, color, or national origin. 4. Information and Reports: The County will provide all information and reports required by the Acts, the Regulations, and directives issued pursuant thereto and will permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the Corporation or the Federal Aviation Administration to be pertinent to ascertain compliance with such Nondiscrimination Acts and Authorities and instructions. Where any information required of the County is in the exclusive possession of another who fails or refuses to furnish the information, the County will so certify to the Corporation or the Federal Aviation Administration, as appropriate, and will set forth what efforts it has made to obtain the information. 5. Sanctions for Noncompliance: In the event of the County’s noncompliance with the Nondiscrimination provisions of this Agreement, the Corporation will impose such Agreement sanctions as it or the Federal Aviation Administration may determine to be appropriate, including, but not limited to: a) Withholding payments to the County under the Agreement until the County complies; and/or b) Cancelling, terminating, or suspending the Agreement, in whole or in part. 6. Incorporation of Provisions: The County will include the provisions of these paragraphs one through six in every sublease and subcontract, including procurements of materials and leases of equipment, unless exempt by the Acts, the Regulations and directives issued pursuant thereto. The County will take action with respect to any sublease or subcontract or procurement as the Corporation or the Federal Aviation Administration may direct as a means of enforcing such provisions including sanctions for noncompliance. Provided, that if the County becomes involved in, or is threatened with litigation by a sub-lessee, subcontractor, or supplier because of such direction, the County may request the Corporation to enter into any litigation to protect the interests of the Corporation. In addition, the County may request the United States to enter into the litigation to protect the interests of the United States. C. Title VI Assurance: Real Property Acquired or Improved with Airport Improvement Program Funds: The County, for itself and its assigns and successors in interest, as a part of the consideration hereof, does hereby covenant and agree, as a covenant running with the land, that: 1. In the event facilities are constructed, maintained, or otherwise operated on the property described in this Agreement for a purpose for which a Federal Aviation Administration activity, facility, or program is extended or for another purpose involving the provision of similar services or benefits, the County will maintain and operate such facilities and services in compliance with all requirements imposed by the Nondiscrimination Acts and Regulations listed in the Pertinent List of Nondiscrimination Authorities (as may be amended) such that no person on the grounds of race, color, or national origin, will be Appendix 1-3 DMWEST #16996127 v1 excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination in the use of said facilities. 2. With respect to licenses, leases, permits, etc., in the event of breach of any of the above Nondiscrimination covenants, the Corporation will have the right to terminate the Agreement and to enter, re-enter, and repossess said lands and facilities thereon, and hold the same as if the Agreement had never been made or issued. D. Title VI List of Pertinent Nondiscrimination Acts and Authorities: During the performance of this Agreement, the County agrees to comply with the following nondiscrimination statutes and authorities; including but not limited to: • Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252), (prohibits discrimination on the basis of race, color, national origin); • 49 CFR part 21 (Non-discrimination In Federally-Assisted Programs of The Department of Transportation—Effectuation of Title VI of The Civil Rights Act of 1964); • The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U.S.C. § 4601), (prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal-aid programs and projects); • Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. § 794 et seq.), as amended, (prohibits discrimination on the basis of disability); and 49 CFR part 27; • The Age Discrimination Act of 1975, as amended, (42 U.S.C. § 6101 et seq.), (prohibits discrimination on the basis of age); • Airport and Airway Improvement Act of 1982, (49 USC § 471, Section 47123), as amended, (prohibits discrimination based on race, creed, color, national origin, or sex); • The Civil Rights Restoration Act of 1987, (PL 100-209), (Broadened the scope, coverage and applicability of Title VI of the Civil Rights Act of 1964, The Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms “programs or activities” to include all of the programs or activities of the Federal-aid recipients, sub-recipients and Lessees, whether such programs or activities are Federally funded or not); • Titles II and III of the Americans with Disabilities Act of 1990, which prohibit discrimination on the basis of disability in the operation of public entities, public and private transportation systems, places of public accommodation, and certain testing entities (42 U.S.C. §§ 12131 – 12189) as implemented by Department of Transportation regulations at 49 CFR parts 37 and 38; • The Federal Aviation Administration’s Non-discrimination statute (49 U.S.C. § 47123 (prohibits discrimination on the basis of race, color, national origin, and sex); • Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations, which ensures non-discrimination against minority populations by discouraging programs, policies, and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations; • Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency, and resulting agency guidance, national origin discrimination includes discrimination because of limited English proficiency (LEP). To ensure compliance with Appendix 1-4 DMWEST #16996127 v1 Title VI, you must take reasonable steps to ensure that LEP persons have meaningful access to your programs (70 Fed. Reg. at 74087 to 74100); • Title IX of the Education Amendments of 1972, as amended, which prohibits you from discriminating because of sex in education programs or activities (20 U.S.C. 1681 et seq). E. Federal Fair Labor Standards Act. This Agreement, and any authorized sub-leases that result from this Agreement, incorporates by reference the provisions of 29 CFR part 201, the Federal Fair Labor Standards Act (FLSA), with the same force and effect as if given in full text. The FLSA sets minimum wage, overtime pay, recordkeeping, and child labor standards for full and part time workers. The County has full responsibility to monitor compliance to the referenced statute or regulation. The County must address any claims or disputes that arise from this requirement directly with the U.S. Department of Labor – Wage and Hour Division. F. Occupational Safety and Health Act of 1970. This Agreement, and any authorized sub-leases that result from this Agreement, incorporates by reference the requirements of 29 CFR Part 1910 with the same force and effect as if given in full text. The County must provide a work environment that is free from recognized hazards that may cause death or serious physical harm to the employee. The County retains full responsibility to monitor its compliance and their sub-lessee’s compliance with the applicable requirements of the Occupational Safety and Health Act of 1970 (20 CFR Part 1910). The County must address any claims or disputes that pertain to a referenced requirement directly with the U.S. Department of Labor – Occupational Safety and Health Administration. DMWEST #16836590 v1 PROJECT CONSTRUCTION AND MANAGEMENT AGREEMENT (2017) THIS AGREEMENT, dated as of ________ __, 2017, is by and between EAGLE COUNTY AIR TERMINAL CORPORATION, a Colorado non-profit corporation (hereinafter called “Owner”) and EAGLE COUNTY, COLORADO, a body corporate and politic and political subdivision of the State of Colorado (hereinafter called “Manager”). Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Indenture (as defined below). RECITALS WHEREAS, in addition to bonds previously issued, the Owner is issuing $__________ in aggregate principal amount of its Airport Terminal Project Revenue Improvement Bonds, Series 2017B (the “Bonds”), pursuant to an Amended and Restated Trust Indenture dated as of _______ 1, 2017 (the “Indenture”) between the Owner and UMB Bank, National Association, as trustee (the “Trustee”), in order to finance the cost of constructing and equipping certain airport passenger terminal facilities at the Eagle County Regional Airport (the “Airport”) (such facilities, together with related equipment and paving and roadway facilities and the hereinafter defined Terminal Expansion Project, are referred to herein as the “Project”); and WHEREAS, the Owner and the Manager have heretofore entered into a Project Agreement dated as of June 1, 1996, as supplemented by the Supplemental Project Agreement dated as of June 1, 2001, the Second Supplemental Project Agreement dated as of June 1, 2006, the Third Supplemental Project Agreement dated as of June 1, 2011, and the Fourth Supplemental Project Agreement dated as of ______, 2017 (collectively, the “Terminal Building Project Agreement”) regarding the Project and the Airport; and WHEREAS, pursuant to Sections 5.06 and 5.07 of the Indenture, the Owner covenants, among other things, to cause the Project to be constructed in accordance with applicable laws and the construction plans and to keep the Project in good repair and operating condition and under competent and professional management at all times so long as the Bonds are outstanding; and WHEREAS, in accordance with the Indenture, the Owner and Manager entered into: (a) a Project Construction and Management Agreement, dated as of June 1, 1996, for the purposes of constructing and maintaining the Project, which agreement expired at the end of the year 2000 and (ii) a Project Construction and Management Agreement dated as of June 1, 2001, as amended, for the same purpose, which agreement expired at the end of the year 2015; and WHEREAS, the Bonds will finance the redesign, replacement and expansion of a portion of the existing passenger terminal building (the “Terminal Expansion Project”); and WHEREAS, in accordance with the Indenture, the Owner wishes to obtain the Manager’s services by hiring Manager pursuant to this Agreement to manage the construction of the Terminal Expansion Project and the operation and maintenance of the Project, subject to the terms and provisions of this Agreement. DMWEST #16836590 v1 2 NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, the parties hereto agree as follows: ARTICLE 1 APPOINTMENT Owner hereby contracts with Manager to manage the construction of the Terminal Expansion Project on behalf of Owner and manage, operate and maintain the Project on behalf of Owner and, in connection therewith, to provide services as required under Articles 5 and 6 of this Agreement. ARTICLE 2 TERM Subject to and upon the terms and conditions set forth herein, or in any exhibit or addendum hereto, the term of this Agreement shall commence on the date hereof and expire on December, 2041, unless earlier terminated pursuant to Article 12 hereof. ARTICLE 3 RELATIONSHIP All actions by Manager in performing its duties and providing services pursuant to this Agreement shall be for the account of the Owner. Owner agrees to be responsible for all costs, expenses and disbursements incurred by Manager, consistent with this Agreement, in providing management, operational and maintenance services hereunder, but not limited to, contracts for cleaning, snow removal and security services and orders for supplies and equipment. To the extent permitted by law, Owner agrees to indemnify and hold Manager harmless from and against any loss, cost, expense, liability or claims of any kind or nature whatsoever arising from or in connection with Manager’s performance of its duties under this Agreement, except Manager’s gross negligence or willful misconduct. ARTICLE 4 DELEGATION AND ASSIGNABILITY Manager shall have the right to delegate its responsibilities under this Agreement to employees of Manager or to engage independent contractors for performance of any part of the services to be provided hereunder. Neither the Owner, nor the Manager, shall assign all or any part of this Agreement without the prior written consent of the other party to this Agreement. DMWEST #16836590 v1 3 ARTICLE 5 CONSTRUCTION MANAGEMENT SERVICES OF MANAGER During the period from the date hereof to the completion of the Terminal Expansion Project, which period includes all anticipated construction phases of the Terminal Expansion Project, Manager shall perform all construction management services required in order to ensure the timely and cost-effective construction of the Terminal Expansion Project. In connection therewith the Manager shall perform the following services: (a) Coordinate, in consultation with Owner, the preparation by the architects, engineers and design-built contractors hired by Owner of all plans, specifications and drawings (and any amendments thereto) for the Project, it being understood that all such plans, specifications and drawings and amendments thereto shall be subject to Owner’s approval. (b) Assist Owner in obtaining all necessary licenses and permits required to be obtained for the construction of the Terminal Expansion Project and assist Owner in obtaining all other necessary licenses and approvals required for the ownership and operation of the Project. (c) Review and advise Owner as to all construction documents for the Terminal Expansion Project and consult with Owner, and its architects, engineers, design-builders and other contractors and consultants in connection therewith. (d) Consult with Owner in the development of a time schedule for the Terminal Expansion Project, together with necessary revisions thereto as appropriate from time to time. Monitor and make such oral reports and written reports to Owner and the Trustee, as Manager or Owner deems reasonably necessary as to the progress of the construction of the Terminal Expansion Project with respect to both scheduling and costs or to ensure compliance by the Owner with the Indenture. Prepare a schedule for purchase of materials and equipment requiring long lead time procurement and the purchase of materials or equipment which may be purchased more economically in bulk. (e) Cooperate with Owner, and its architects, engineers, design-builder and other contractors and consultants for the Terminal Expansion Project in all respects, including but not limited to monitoring of the construction of the Project and the progress thereof. (f) Review with Owner and any design-builder, engineer or other appropriate consultants, any suggested change orders required during construction of the Project. (g) Schedule, prepare agendas and attend meetings with the Owner, architects, design-builder, engineers, or other consultants, at such times and places as shall be appropriate to render periodic oral and written status reports on the progress of any work; send to Owner promptly after receipt and, in no event less often than monthly, copies of all notices and other written communications received or sent by Manager on its own behalf or on behalf of Owner to or from third parties, including, without limitations, DMWEST #16836590 v1 4 copies of all draw requests and other correspondence and materials relating to leasing and concessions; and timely advise Owner of, and participate in, any discussions or negotiations that may be conducted with a general contractor or any other consultants. (h) Prepare and submit to the Owner for approval, all construction invoices and reports for payment, and prepare construction progress reports, all as set forth in the Indenture. ARTICLE 6 PROJECT MANAGEMENT SERVICES OF MANAGER 6.1 Management and Operation. The Manager shall manage, operate and maintain the Project in a manner such that the Project remains suitable and efficient for use as a passenger terminal as contemplated by and in accordance with the standards set out in the Indenture and the Project Agreement, and in connection therewith, keep the Project in good repair and good operating condition, making all repairs thereto and renewals and replacements thereof necessary for such purpose. 6.2 Employees. The Manager shall have in its employ at all times a sufficient number of capable employees to enable it to properly and safely manage, operate and maintain the Project as provided herein and in the Indenture and the Project Agreement. All matters pertaining to the employment, supervision, compensation, promotion and discharge of such employees are the responsibility of the Manager. 6.3 Budgets. Manager shall prepare and submit to Owner a proposed operating budget for the management and operation of the Project for the forthcoming calendar year by October 15 of each year. The Owner shall consider the proposed budget, consult with the Manager, and prepare an “Operating Budget” for the forthcoming calendar year as provided for in Section 5.19 of the Indenture. The Operating Budget shall serve as a guideline to the Manager in maintaining and operating the Project, and Manager agrees, subject to the provisions of Article 7, to use diligence and to employ all reasonable efforts in order that the actual cost of maintaining and operating the Project shall not exceed the Operating Budget. 6.4 Collection of Receivables. The Manager shall use reasonable and diligent efforts to collect promptly on behalf of Owner all income from leases and other fees and charges which may become due at any time from any tenant or from others for services provided in connection with or for the use of the Project or any portion thereof. Manager shall collect and identify any income due Owner from miscellaneous services provided to the public including, but not limited to, coin operated machines of all types (e.g., vending machines, pay telephones, baggage carts, etc.). All monies so collected shall be deposited daily, or transferred to the Trustee daily for deposit, into the Revenue Fund established under the Indenture. Manager may, upon prior approval of Owner, initiate a suit or proceeding to enforce collection of lease revenues or other income. In connection with such suits or proceedings, only legal counsel designated by Owner shall be retained. All legal expenses to be incurred in bringing such approved suit or proceeding shall be submitted to Owner for its approval. DMWEST #16836590 v1 5 6.5 Leases. Subject to final Owner approval, Manager shall be responsible for all leases and concessions at the Project and shall have the specific authority to negotiate all leases and rental agreements and, in connection therewith, all amendments, renewals, extensions, modifications or cancellations of existing leases and concessions and preparation of new leases, concession agreements and other contracts with Project users consistent with guidelines approved by Owner from time to time. Manager shall make every reasonable effort to obtain and keep desirable leases and tenants for the Project and perform whatever services may be reasonably required in connection with the above mentioned negotiations. 6.6 Repairs. Manager will cause the Project to be maintained and repaired in accordance with State and local codes and federal regulations in a condition acceptable to Owner. Without limiting the generality of the foregoing, Manager shall institute and supervise all ordinary and extraordinary repairs and alterations, including the administration of a preventive maintenance program for all mechanical, electrical and plumbing systems and equipment. 6.7 Operating Activities. Manager shall institute and supervise all operational activities of the Project, including but not limited to the following: (a) Responsibility for, and supervision of, all required and needed security services; (b) Responsibility for, and supervision of, all roadway and landscape maintenance, including snow removal; (c) Responsibility for, and supervision of, a preventive maintenance program; (d) Responsibility for, and supervision of, any necessary maintenance or repairs to the Project; and (e) Any other activity incidental to the normal operation of an airport passenger terminal of the type contemplated in the Indenture and the Project Agreement. 6.8 Compliance. Manager shall be responsible for operational compliance with all terms and conditions relating to operation of the Project in the Indenture, the Deed of Trust and the Project Agreement and shall cooperate with Owner in complying with the provisions of such documents. However, Manager must be made aware in writing by Owner or Trustee of any conditions in any future lease, mortgage, deed of trust or other security instrument affecting the Project. Manager shall not be required to make any payment on account thereof and in no event shall the Manager incur any liability to the holder of any such security instrument. 6.9 Payment of Expenses; Bank Accounts. Manager shall arrange for payment of all operating expenses approved by Owner from funds made available therefor by the Owner from the Operating Fund established under the Indenture for authorized expenditures. All funds so provided by the Owner shall be maintained in one or more bank accounts of the Owner established by the Owner in its name and managed and maintained on behalf of the Owner by the Manager in accordance with this Agreement. All checks drawn on such account(s) shall be prepared by Manager and submitted to Owner for its approval and signature (which signature shall be in addition to the signature of the Manager thereon). Under no circumstances shall the Manager maintain any monies of the Owner in its own account or under its name. DMWEST #16836590 v1 6 6.10 Property Inspection. Manager shall conduct periodic comprehensive inspections of the Project and report periodically to the Owner in writing with any recommendation. 6.11 Maintenance of Records. Manager shall maintain complete and identifiable records and files on all matters pertaining to the Project. Such records and financial reports, including those required pursuant to Section 6.14, shall be available to the Owner, Trustee or any holder of bonds under the Indenture during business hours upon two (2) days written notice. 6.12 Manager Availability. Manager shall maintain a representative on-site at the Project at all times when the Project is open and operating and shall maintain 24 hour availability for emergencies. 6.13 Owner Communications. Manager shall be available for communication with Owner and will keep Owner advised of items affecting the Project. 6.14 Financial Reports. (a) Manager, in the conduct of its responsibilities to Owner, shall maintain adequate and separate books and records for the Project and the Owner’s bank accounts with respect thereto, either directly or by engaging a bookkeeper or accountant acceptable to Owner. Manager shall maintain such control over accounting and financial transactions as is reasonably required to protect Owner’s assets from theft, error or fraudulent activity and is consistent with this Agreement. Manager also agrees to prepare the statements and reports described in Section 5.18 of the Indenture. (b) Manager shall utilize a Chart of Accounts (a system of classification of accounting entries) and account principles and practices as specified by Owner. (c) The Manager shall furnish operating reports for the Project of all transactions occurring from the first day of the prior month to the last day of the prior month. These reports are to be received by Owner no later than 30 calendar days after the end of the above described accounting period and must show all collections, delinquencies, uncollectible items, vacancies, and other matters pertaining to the management, operation, and maintenance of the Project during the month. The reports shall include a comparison of monthly and year-to-date actual income and expense with the Operating Budget. (d) As additional support to the monthly financial statement, Manager shall make available to the Owner, upon request, copies or originals of the following: 1. All bank statements, bank deposit slips and bank reconciliations; 2. Detailed cash receipts and disbursements records; 3. Detailed trial balances; 4. Paid invoices; and DMWEST #16836590 v1 7 5. Summaries of adjusting journal entries. (e) Manager shall maintain necessary liaison with Owner’s auditor. 6.15 Books, Cards, Etc. All books, cards, registers, receipts, documents, disks, tapes and any other papers or electronic records connected with the operation of the Project are the sole property of Owner. 6.16 Tax Filing Requirements. Manager will cause the preparation of all tax filings in sufficient time to be reviewed by Owner’s auditor’s, executed by Owner and timely filed. ARTICLE 7 MANAGER’S AUTHORITY 7.1 Manager’s Authority. Manager’s authority is expressly limited to the provisions provided herein or as may be amended in writing from time to time by Owner and mutually agreed to and accepted by Manager in writing. 7.2 Capital Improvements. Any capital expenditure must be specifically authorized by the Owner. With respect to the purchase and installation of major items of new or replacement equipment, Manager shall recommend that Owner purchase these items when Manager believes such purchase to be necessary or desirable. Unless Owner specifically waives such requirements, all capital equipment, new or replacement equipment exceeding $5,000.00 shall be awarded on the basis of competitive bidding when appropriate. 7.3 Contracts. Manager may enter into contracts for maintaining, repairing or servicing the Project, subject to the Operating Budget and so long as any such contract does not exceed $2,500.00. 7.4 Compliance with Laws. It is the intent of the Owner that the Project be operated in full compliance with federal, state and municipal laws, ordinances, regulations and orders relative to the use, operation, repair and maintenance of the Project (including without limitation the rules, regulations and orders of the Federal Aviation Administration). Manager shall promptly endeavor to remedy any violation or potential violation of any such law, ordinance, rule, regulation or order which comes to its attention and shall promptly report any violation or potential violation and proposed action to be taken to Owner. 7.5 Structural Changes. The Owner expressly withholds from the Manager any power or authority to make any structural changes in any building or to make any other major alterations or additions in or to any such building or equipment therein, or to incur any expense chargeable to the Owner other than expenses related to exercising the express powers above vested in the Manager without the prior written direction of the Owner. ARTICLE 8 INSURANCE DMWEST #16836590 v1 8 8.1 Manager to Obtain Adequate Insurance in Owner’s Name. Manager will obtain in Owner’s name and at Owner’s expense, and keep in force adequate insurance against physical damage (e.g., fire and extended coverage endorsement, boiler and machinery, workmen’s compensation insurance, etc.) and insurance in amounts to be specified by Owner, and in conformity with the Indenture insuring against liability for loss, business interruption, damage or injury to property or persons which may arise out of the occupancy, management, operation or maintenance of any of the Project covered by this Agreement. All such insurance shall name as beneficiaries the Manager, the Owner and the Trustee as provided in the Indenture. Manager agrees: (a) to notify Owner within 24 hours after Manager receives notice of any such loss, damage or injury; (b) to take no action (such as admission of liability) which might bar Owner from obtaining any protection afforded by any policy Owner may hold or which might prejudice Owner in its defense to a claim based on such loss, damage or injury; and (c) that Owner shall have the exclusive right, at its option to conduct the defense to any claim, demand or suit within limits prescribed by the policy or policies of insurance. Nothing herein shall be construed as indemnifying the Manager against any intentional tort of the Manager or its employees, contractors or agents or to indemnify the Manager against any act or omission for which insurance protection or governmental immunity is not available; neither is the foregoing intended to affect the general requirement of this Agreement that the Project shall be managed, operated in a safe condition and in a proper and careful manner. 8.2 Information Furnished. The Manager shall furnish whatever information is requested by Owner for the purpose of establishing the placement of insurance coverages and shall aid and Cooperate in every reasonable way with respect to such insurance and any loss thereunder. Owner shall include in its hazard policy covering the Project, all personal property, fixtures and equipment located thereon. Manager shall make recommendations regarding the amounts and types of insurance to be carried by the Owner but the Owner shall make the final determination of the amounts of insurance, the types of coverage, the insuring companies and the agencies writing such insurance. 8.3 Subcontractor’s Insurance. Except with respect to the insurance required to be procured and maintained by the Construction Manager (as defined in the Indenture) pursuant to the Indenture, Manager shall require that subcontractors brought onto the Project have insurance coverage at the subcontractor’s expense, in the following minimum amount: (a) Workmen’s compensation: statutory amount (b) General Liability: 1. $150,000 / $600,000 Bodily Injury $ 50,000 Property Damage, or 2. $750,000 Combined Single Limit DMWEST #16836590 v1 9 Manager must obtain the Owner’s permission to waive any of the above requirements. The Manager shall obtain and keep on file a Certificate of Insurance which shows that the subcontractor is so insured. Manager shall have Owner, Trustee and Manager named as additional insured before commencement of any work by the subcontractor. ARTICLE 9 OWNER’S RIGHT TO AUDIT 9.1 Owner’s Right to Audit. Owner reserves the right for Owner’s employees or others appointed by Owner, to conduct examinations, without notification, of the books and records maintained for Owner by Manager no matter where books and records are located. Owner also reserves the right to perform any and all additional audit tests relating to Manager’s activities, either at the Project, or at any office of the Manager; provided such audit tests are related to those activities performed by Manager for Owner. 9.2 Correction of Discrepancies. Should Owner’s employees or appointees discover either weaknesses in internal control or errors in record keeping, Manager shall correct such discrepancies either upon discovery or within a reasonable period of time. Manager shall inform Owner in writing, of the action taken to correct such audit discrepancies. Any and all such audits conducted either by Owner’s employees or appointees will be at the sole expense of Owner. ARTICLE 10 BANK ACCOUNTS 10.1 Maintenance of Accounts and Payments Made Hereunder. The Owner shall approve all costs and expenses to be paid by the Manager in the course of its duties hereunder and the signature of both the Owner and the Manager shall be required on each check or draft drawn upon the Owner’s accounts maintained by the Manager for such purposes. ARTICLE 11 NO OBLIGATION TO PAY EXPENSES 11.1 No Obligation to Pay Expenses. Manager shall be under no obligation to pay any costs or expenses from its own account. In the event (i) Manager elects to pay costs or expenses of Owner from Manager’s own account, or (ii) it should be determined that any costs or expenses incurred and paid by Manager for planning the Project, evaluating its engineering, design, construction, financial, and legal feasibility, and initiating the Project for implementation, are not lawfully Manager’s costs and expenses but are those of Owner, then Manager’s payment of those costs and expenses shall not be considered to be grants to Owner, but shall be advances fully repayable, with interest at the lesser of 12% per annum or the maximum legal rate, when and to the extent that Owner has funds available therefor in the Capital Fund maintained under the Indenture. DMWEST #16836590 v1 10 ARTICLE 12 TERMINATION 12.1 General Termination. This Agreement may be terminated by Manager or Owner at any time upon 30 days prior written notice to the other party. Said notice shall specify the effective date of termination. 12.2 Termination for Cause. Owner may terminate this Agreement upon 15 days written notice with cause. Cause shall be defined as the occurrence of any of the following events: (a) the filing of a voluntary petition in bankruptcy by the Manager or evidence that the Manager is unable to pay its debts as they become due; (b) (i) Manager fails to perform any of its services in the manner or within the time required herein; or, (ii) Manager commits or permits a breach of or default in any of its duties, liabilities or obligations hereunder; or (c) Manager’s termination pursuant to implementation of the recommendations of the Airport Consultant in accordance with Section 5.03 or any other provision of the Indenture. 12.3 Termination for Bond Defeasance. This Agreement shall terminate upon defeasance of all Bonds issued to finance the Project in accordance with Section 14.01 of the Indenture. 12.4 Manager’s Right to Compensation; Final Accounting. If this Agreement is terminated by any party as provided above, it is further agreed: (a) Notwithstanding any other provision herein to the contrary, the Manager’s right to compensation shall cease as of the effective date set forth in the notice of termination, except that Manager shall be entitled to all monies owed to Manager by Owner up to the effective date of termination. (b) That Manager’s powers and authority under this Agreement shall cease and terminate at the effective date set forth in the notice of termination and Manager shall in no event make any expenditure in excess of that shown on the Operating Budget unless authorized in writing by the Owner to be charged. (c) Final Accounting. Manager shall deliver to Owner the following with respect to the Project: (1) A final accounting after termination of this Agreement, reflecting the balance of income and expenses on the Project as of the effective date of termination to be delivered within 15 days after such termination. (2) Any balance or monies of Owner held by Manager with respect to the Project, shall be delivered immediately after such effective termination date and thereafter promptly after same are received by Manager. DMWEST #16836590 v1 11 (3) All records, software, contracts, leases, receipts for deposits, unpaid bills and other papers or documents which pertain to the Project also shall be delivered immediately upon such effective termination date. ARTICLE 13 COOPERATION Should any claims, demands, suits or other legal proceedings be made or instituted by any person against the Owner which arise out of any of the matters relating to this Agreement, the Manager shall give Owner all pertinent information and reasonable assistance in the defense or other disposition thereof, at the sole expense of Owner. Upon termination of this Agreement, Manager will give to Owner all books, cards, registers, receipts, documents, tapes, disks and other information with respect to the Project and the management thereof which Manager has in its possession and shall cooperate, as requested by Owner, in the transition to a new Manager of the Project. ARTICLE 14 MANAGER’S LIABILITY 14.1 Manager shall not in the performance of this Agreement, be liable to Owner or to any other person for any act or omission of any agent or employee of Owner or Manager, or its subsidiaries or affiliates, unless the same results from gross negligence or willful misconduct of the Manager, its officers, employees or agents. 14.2 Notwithstanding any other provisions of this Agreement, in no event shall Owner make any claim against Manager, or its affiliates or subsidiaries on account of any alleged errors of judgment made in good faith in connection with the operation of the Project hereunder by Manager or the performance of any advisory or technical services provided by or arranged by the Manager. 14.3 Owner shall not object to any expenditures made by Manager in good faith in the course of its management of the Project or in settlement of any claim arising out of the operation of the Project unless such expenditure is specifically prohibited by this Agreement. ARTICLE 15 REPRESENTATION 15.1 Owner hereby represents that in entering into this Agreement, Owner understands that no guaranty is made or implied by Manager, as to the future financial success of the Project or the ability of the Project to generate revenues sufficient to pay principal of and interest on the Bonds. DMWEST #16836590 v1 12 ARTICLE 16 NOTICES 16.1 All notices, demands, consents and reports provided for in this Agreement shall be in writing and shall be given to the appropriate Owner or Manager at the address set forth below or at such other address as they may specify hereafter in writing: MANAGER: P.O. Box 850 Eagle, CO Attention: Airport Manager OWNER: 500 Broadway Eagle, CO Attention: County Attorney Such notice or other communication may be mailed by United States registered or certified mail, return receipt requested, postage prepaid and may be deposited in a United States Post Office or a depository for the receipt of mail regularly maintained by the post office. Such notices, demands, consents and reports may also be delivered by hand, or by any other method or means permitted by law. ARTICLE 17 COMPENSATION 17.1 The Manager shall receive compensation for its services in managing the Project as provided hereunder, in the amount $416,000 per year, such amount to be pro-rated for any partial years and to be adjusted each year, commencing with calendar year 2018, according to the CPI index for Denver-Lakewood-Boulder (the “Management Fee”). 17.2 The Owner shall pay the Manager the Management Fee in May of each year, but not sooner than May 2, after (i) all principal and interest payments on the Bonds then outstanding under the Indenture have been paid on the immediately preceding May 1, (ii) all deposits into the Debt Service Reserve Fund (as defined in the Indenture) required by the Indenture have been made and (iii) the Capital Fund (as defined in the Indenture) is funded in the amount of the Minimum Capital Fund Balance (as defined in the Indenture). If any requirements set forth in clauses (i) through (iii) above are not met, the Management Fee shall be deferred until the next following month in which each of such requirements are met and such deferred amount shall not accrue any interest. ARTICLE 18 MISCELLANEOUS 18.1 Construction. The plural may include the singular and the singular may include the plural and this Agreement shall be interpreted in this regard as the context may require. DMWEST #16836590 v1 13 18.2 Amendment. Except as otherwise herein provided, any and all amendments, additions or deletions to this Agreement shall be null and void unless approved by the parties affected thereby in writing. 18.3 Headings. All headings herein are inserted only for convenience and ease of reference and are not to be considered in the construction or interpretation of any provision of this Agreement. 18.4 Complete Agreement. This Agreement and Schedule A, attached hereto and made a part hereof, supersede and take the place of any and all previous Management Agreements entered into between the parties hereto. 18.5 Waiver. The waiver of any of the terms and conditions of this Agreement on any Occasion or occasions shall not be deemed as waiver of such terms and conditions on any future occasion. 18.6 Binding Nature. This Agreement shall be binding upon and inure to the benefit of Owner, its successors and/or permitted assigns, and shall be binding upon and inure to the benefit of Manager, and its permitted assigns. 18.7 State Law. This Agreement shall be construed, interpreted and applied in accordance with and shall be governed by, the laws applicable in the State of Colorado. 18.8 Rebates. Manager agrees it will not collect or charge any undisclosed fee, rebate or discount, and if any such should be received by Manager, these will be credited to the account of the Owner. 18.9 Divisibility. In the event any Article or Section of this Agreement is deemed illegal or unlawful, said Article or Section shall be struck from this Agreement and all other Articles and Sections shall remain valid and in full effect. 18.10 Rights of Third Parties. This Agreement does not and shall not be deemed to confer upon or grant to any third party any right enforceable at law or equity arising out of any term, covenant, or condition herein or the breach thereof. 18.11 Government Budget Approval Required. Notwithstanding anything to the contrary contained in this Agreement, Manager shall have no obligations, and no charges shall be made to Manager after December 31, 2017, or after the end of any of Manager’s fiscal years thereafter, without the written approval of the Manager in accordance with a budget adopted by the Board of County Commissioners in accordance with the provisions of Article 25 of Title 30 of the Colorado Revised Statutes and the Local Government Budget Law (C.R.S. §29-1-101 et seq.). DMWEST #16836590 v1 IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year above written. [SEAL] OWNER: EAGLE COUNTY AIR TERMINAL CORPORATION Attest: Secretary By: Jill Ryan, President [SEAL] MANAGER: EAGLE COUNTY, COLORADO Attest: County Clerk and Recorder By: Jill Ryan, Chair DMWEST #17001603 v2 When recorded return to: Ballard Spahr LLP 1225 17th Street, Suite 2300 Denver, CO 80202 Attention: Anastasia Khokhryakova, Esq. This Deed of Trust contains after-acquired property provisions. AMENDED AND RESTATED DEED OF TRUST, SECURITY AGREEMENT AND FINANCING STATEMENT from EAGLE COUNTY AIR TERMINAL CORPORATION as Grantor to THE PUBLIC TRUSTEE OF EAGLE COUNTY, COLORADO as Public Trustee for the use of UMB BANK, NATIONAL ASSOCIATION, TRUSTEE as Beneficiary Dated as of _____________ 1, 2017 In connection with Eagle County Air Terminal Corporation Airport Terminal Facilities Project Revenue Bonds DMWEST #17001603 v2 AMENDED AND RESTATED DEED OF TRUST, SECURITY AGREEMENT AND FINANCING STATEMENT (this “Deed of Trust”) made as of this 1st day of _______________, 2017 (the “Effective Date”), from the grantor, EAGLE COUNTY AIR TERMINAL CORPORATION, a Colorado nonprofit corporation (the “Corporation”), whose address is Eagle County Administration Building, 500 Broadway, Eagle, Colorado 81631; to the Public Trustee of Eagle County, Colorado (the “Public Trustee”); for the benefit of UMB BANK, NATIONAL ASSOCIATION, as Trustee , as successor trustee to Wells Fargo Bank, National Association, as successor trustee to U.S. Bank National Association, as Trustee (the “Beneficiary”), whose address is 1670 Broadway, Denver, Colorado 80202, Attention: Corporate Trust & Escrow Services. WHEREAS, the Corporation has issued, sold and delivered, in accordance with the hereinafter defined Original Trust Indenture the following issues of bonds: (a) its Airport Terminal Project Revenue Bonds, Series 1996, in an aggregate principal amount of $10,130,000 (the “Series 1996 Bonds”) issued pursuant to the Trust Indenture dated as of June 1, 1996 (the “1996 Indenture”) between the Corporation and the Beneficiary, as trustee thereunder, for the purpose of constructing certain terminal facilities (the “1996 Terminal Building Project”) located at the Eagle County Airport (the “Airport”); (b) its Airport Terminal Project Revenue Bonds, Series 2001A, in an aggregate principal amount of $10,745,000 and its Taxable Airport Terminal Project Revenue Bonds, Series 2001B (collectively, the “Series 2001 Bonds”), issued pursuant to the 1996 Indenture, as amended pursuant to the First Supplemental Trust Indenture dated as of June 1, 2011 (the “First Supplemental Indenture”) between the Corporation and the Beneficiary, as trustee thereunder, for the purpose of, among other things, constructing an addition to the 1996 Terminal Building Project (the “Additional Terminal Building Project” and, together with the 1996 Terminal Building Project, the “Original Terminal Building Project”); (c) its Airport Terminal Facilities Project Revenue Refunding Bonds, Series 2006A, in an aggregate principal amount of $4,150,000 (the “Series 2006A Bonds”) in order to refund all of the outstanding Series 1996 Bonds, and its Airport Terminal Project Revenue Improvement Bonds, Series 2006B in an aggregate principal amount of $3,980,000 (the “Series 2006B Bonds” and, together with the Series 2006A Bonds, the “Series 2006 Bonds”) in order to finance certain de- icing facility at the Airport (the “De-Icing Facility Project”), and to acquire land to be used for expansion of Airport excess roads (the “Road Improvements Site”), issued pursuant to the 1996 Indenture, as amended and supplemented by the First Supplemental Indenture and a Second Supplemental Trust Indenture dated as of June 1, 2006 (the “Second Supplemental Indenture”) between the Corporation and the Beneficiary, as Trustee thereunder; and (d) its Airport Terminal Project Revenue Refunding Bonds, Series 2011A, in the aggregate principal amount of $7,190,000 (the “Series 2011A Bonds”) and its Taxable Airport Terminal Project Revenue Refunding Bonds, Series 2011B, in the aggregate principal amount of $2,880,000 (the “Series 2011B Bonds” and, together with the Series 2011A Bonds, the “Series 2011 Bonds”), issued pursuant to the 1996 Indenture, as amended and supplemented by the First Supplemental Indenture, the Second Supplemental Indenture and a Third Supplemental Trust Indenture dated as of June 1, 2011 (the “Third Supplemental Indenture” and, together with the DMWEST #17001603 v2 2 1996 Indenture, the First Supplemental Indenture and the Second Supplemental Indenture, the “Original Indenture”) in order to refund the Series 2001 Bonds; and WHEREAS, the Original Terminal Building Project, the De-Icing Facility Project and the Road Improvements Site are located on the real property (the “Original Sites”), as described on Exhibit A to the Original Deed of Trust (as defined below); and WHEREAS, in connection with the issuance of the Series 1996 Bonds, the Corporation granted a Leasehold Deed of Trust, Security Agreement and Financing Statement to the Public Trustee for the benefit of the Beneficiary recorded in the real property records of Eagle County, Colorado (the “Records”) on July 9, 1996 at Reception No. 595458 (which granted a lien on the Corporation’s interest in the 1996 Terminal Building Project), which, in connection with the issuance of the Series 2001 Bonds, was supplemented by the First Supplemental Leasehold Deed of Trust, Security Agreement and Financing Statement recorded in the Records on June 14, 2001 at Reception No. 759559 (which granted a lien on the Corporation’s interest in the Additional Terminal Building Project), which, in connection with the issuance of the Series 2006 Bonds, was supplemented by the Second Supplemental Leasehold Deed of Trust, Security Agreement and Financing Statement recorded in the Records on June 30, 2006 at Reception No. 200617626 (which granted a lien on the Corporation’s interest in the De-Icing Facility Project), which, in connection with the acquisition of the Road Improvements Site, was supplemented by the Third Supplemental Leasehold Deed of Trust, Security Agreement and Financing Statement recorded in the Records on May 3, 2007 at Reception No. 200711430 (which granted a lien on the Corporation’s interest in the Road Improvements Site), and which, in connection with the issuance of the Series 2011 Bonds, was supplemented by the Fourth Supplemental Leasehold Deed of Trust, Security Agreement and Financing Statement recorded in the Records on June 28, 2011 at Reception No. 201112265 (collectively, the “Original Deed of Trust”); and WHEREAS, the Series 2006A Bonds and the Series 2011B Bonds have been paid in full and discharged; and WHEREAS, the Corporation has issued, sold and delivered, in accordance with the Amended and Restated Trust Indenture dated as of the Effective Date between the Corporation and the Beneficiary, as Trustee thereunder, which amended and restated in its entirety the Original Indenture (the “Indenture”), its Airport Terminal Building Project Revenue Refunding Bonds, Series 2017A (the “2017A Bonds”) for the purpose of refunding the Series 2006B Bonds and its Airport Terminal Building Project Revenue Improvement Bonds, Series 2017B (the “2017B Bonds” and, together with the 2017A Bonds, the Series 2011A Bonds (which remain outstanding under the Indenture following the issuance of the Series 2017 Bonds), and any Additional Bonds issued pursuant to the Indenture, the “Bonds”) for the purpose of financing the costs of the acquisition and construction of additional real and personal property, buildings and improvements, including all other work in connection therewith, relating to the redesign and expansion of the Original Terminal Building Project (the “Terminal Expansion Project” and, together with the Original Sites, the “Project”), which Terminal Expansion Project is or shall be located on the Original Sites; and WHEREAS, the Bonds are payable as to principal and interest as provided in the Bonds and the Indenture; and the Corporation has agreed in the Indenture to make payments in an DMWEST #17001603 v2 3 amount sufficient to repay the principal of, interest on, and any premium due in connection with the Bonds and to perform other obligations under the Indenture; and WHEREAS, in connection with the issuance of the 2017A Bonds and 2017B Bonds, the parties desire to amend and restate the Original Deed of Trust to secure repayment of the indebtedness and performance of the obligations evidenced by the Indenture and the Bonds; and WHEREAS, this Deed of Trust amends and restates, in its entirety, the Original Deed of Trust; NOW THEREFORE, in furtherance of the Indenture and in consideration of the indebtedness herein recited and the trust herein created and for the purpose of securing (i) repayment of the indebtedness and performance of the obligations evidenced by the Indenture and the Bonds, which indebtedness matures on May 1, 20____; (ii) the payment of all other sums, with interest thereon, advanced in accordance with this Deed of Trust to protect the security of this Deed of Trust; (iii) the performance of the covenants and agreements of the Corporation contained in this Deed of Trust; and (iv) the repayment of any future disbursements, with interest thereon, made to the Corporation by the Beneficiary, THE CORPORATION HEREBY IRREVOCABLY GRANTS AND CONVEYS TO THE PUBLIC TRUSTEE, IN TRUST, WITH POWER OF SALE, WITH RIGHT OF ENTRY AND POSSESSION, the following: All of the Corporation’s right, title and interest of every kind, character and description in and to the real property described on Exhibit A hereto (collectively, the “Site”); TOGETHER WITH all of the leasehold estate of the Corporation in the Site, created by (a) that certain Restated Ground Lease dated as of June 1, 1996, between the Corporation, as lessee, and Eagle County, Colorado, as lessor (the “County” or “lessor”), and recorded in the Records on July 2, 1996 in Book 698 at Page 764, the Second Restated Ground Lease dated December 16, 1996, effective June 1, 1996, between the Corporation, as lessee, and the County, as lessor, and recorded in the Records on December 20, 1996 in Book 714 at Page 373, Reception No. 610350, as amended by the First Supplemental Ground Lease dated as of June 1, 2001, and recorded in the Records on June 14, 2001 at Reception No. 759557, Second Supplemental Ground Lease dated as of October 26, 2004, and recorded in the Records on October 29, 2004 at Reception No. 896128, and Third Supplemental Ground Lease dated as of the Effective Date, which is to be recorded in the Records substantially concurrently with this Deed of Trust (collectively, as amended from time to time, the “Terminal Ground Lease”), together with all additions and modifications to rights under and extensions and renewals of the Terminal Ground Lease and any after-acquired title of the Corporation in the Site, including the lessor’s interest therein should such estate be hereafter acquired by the Corporation, and (b) the De-Icing Facility Ground Lease between the Corporation, as lessee, and the County, as lessor, entered into June 29, 2006 and effective as of June 1, 2006, and recorded in the Records on June 30, 2006 at Reception No. 200617625, as amended by the First Amendment to De-Icing Ground Lease dated as of the Effective Date, which is to be recorded in the Records substantially concurrently with this Deed of Trust (collectively, as amended from time to time, the “De-Icing Ground Lease” and, together with the Terminal Ground Lease, the “Ground Leases”), together with all additions and modifications to rights under and extensions and renewals of the De-Icing Ground Lease and any DMWEST #17001603 v2 4 after-acquired title of the Corporation in the Site, including the lessor’s interest therein should such estate be hereafter acquired by the Corporation, as applicable; and TOGETHER WITH all buildings and improvements (the “Improvements”), and fixtures or appurtenances (the “Fixtures”), now or hereafter erected on or installed in the Site, including, but not limited to, all apparatus, equipment, and fixtures, whether in single units or centrally controlled, to supply heat, gas, steam, air conditioning, water, light, power, refrigeration, ventilation, cooking, plumbing, irrigating and power systems, machines, appliances, and any other thing now or hereafter situated in or on the Project which are now or may hereafter pertain to or be used with or in said premises even though they be detached or detachable; also all buildings, improvements or construction material, supplies and equipment now or hereafter delivered to said premises and intended to be incorporated and installed therein or used in construction thereon; also all articles of personal property and any additions to, substitutions for, changes in or replacements of the whole or any part thereof, including without limitations all inventory, supplies, goods, furniture and furnishings, affixed or attached to, placed upon or used in any way in connection with the use, enjoyment, occupancy or operation of the Project; also all building permits, construction contracts, claims and warranties under construction contracts, tap fees, architectural plans and specifications relating to construction of improvements on the Site and trademarks and logos related to marketing the Project; together with any and all rents and leases (subject to the rights and authorities given herein or in the Indenture to the Corporation to collect and apply such rents), profits, royalties, water rights, claims to water, minerals, geothermal resources, oil and gas rights and profits, easements and access rights, now owned or hereafter acquired by the Corporation, used, belonging to, or in any way connected with the Project, all of which are declared to be a part of said real property, whether physically attached thereto or not; and together with all revenues received from sales, fees, tolls, rentals, charges or any combination thereof with or from the use of the Project, the net proceeds of any casualty insurance award or condemnation award for the Project, all accounts, general intangibles and contract rights and instruments (all as defined in Article 9 of the Colorado Uniform Commercial Code), choses in action, goodwill, leases, licenses, software programs, accounting and bookkeeping records related to the Project and all income or gain from such revenues (but excluding security deposits held for Project tenants until such amounts may be lawfully applied by the Corporation); and all of the foregoing, together with said leasehold interests, LESS any of said property or interests therein which may be released from the Deed of Trust pursuant to the provisions hereof or of the Indenture, are herein referred to as the “Pledged Property”; TO HAVE AND TO HOLD the Pledged Property together with any and all of the rights, privileges, hereditaments and appurtenances in any way appertaining and belonging thereto; provided, that in the event of any breach or default by the Corporation, or its successors in interest, under the terms of the Indenture, the Bonds or this Deed of Trust, the Beneficiary may file written notice with the Public Trustee declaring such default and its election and demand that such Pledged Property be advertised for sale and sold in accordance with the statutes of the State of Colorado. Thereupon, the Public Trustee shall sell and dispose of such property and all of the right, title and interest of the Corporation, its successors and assigns, at public auction to the highest bidder for cash at the time and place and under the terms designated in the notice of sale, after public notice of the sale having previously been given by advertising, weekly, for four consecutive weeks, in a newspaper of general circulation in Eagle County after copies of the notice of sale have been mailed in accordance with the statutes of the State of Colorado. The DMWEST #17001603 v2 5 Public Trustee may postpone sale of all or any parcel of the Pledged Property by public announcement at the time and place of any previously scheduled sale. The parties further covenant and agree as follows: Section 1. Security Interest - Fixtures. The Corporation hereby grants to the Beneficiary a security interest in that portion of the Pledged Property that may now or hereafter be or be deemed to be personal property, fixtures or property other than real estate, whether tangible or intangible. This Deed of Trust constitutes a security agreement and financing statement under the Colorado Uniform Commercial Code between the Corporation as debtor and the Beneficiary as secured party with respect to such collateral. Certain portions of the Pledged Property are or will become fixtures attached to other portions of the Pledged Property. It is intended that the filing of this Deed of Trust will make this Deed of Trust effective as a financing statement filed as a fixture filing within the meaning of the Uniform Commercial Code. Section 2. Construction Mortgage. This Deed of Trust constitutes a construction mortgage under the Colorado Uniform Commercial Code, given to secure an obligation incurred for the construction of the Improvements on the Site described above. Section 3. Waiver of Exemptions. The Corporation waives all right of homestead exemption in the Pledged Property and, to the extent permitted by law, all other exemptions now vested or hereafter acquired. Section 4. Certain Covenants of the Corporation. The Corporation covenants and agrees to promptly pay the Beneficiary all principal and interest and all other sums of money payable by virtue of the Bonds, the Indenture and this Deed of Trust, which the Beneficiary is entitled to receive, and to perform each and every covenant and agreement in the Bonds, this Deed of Trust, the Ground Leases, the Indenture or any other documents relating to the loan represented by the Bonds. The Corporation further covenants and agrees that it will construct the Project in a good and workmanlike manner, that it will diligently prosecute such development and construction to completion once commenced and that it will comply with all regulations, rules, ordinances, statutes, licenses, permits, covenants and orders and decrees of any governmental authority or court relating to ownership, construction, use, occupancy or operation of the Project. Section 5. Specific Provisions Concerning the Ground Leases. (a) The Corporation warrants that the Ground Leases are in full force and effect, that the Ground Leases have not been amended or modified, that neither the Corporation nor the lessor is in default in its respective obligations under the Ground Leases, and that the Corporation’s execution and delivery of this Deed of Trust will not violate any of the terms of the Ground Leases. (b) The Corporation covenants and agrees to comply with all of its obligations under the Ground Leases. (c) The Corporation shall give prompt written notice to Beneficiary of any default by either the Corporation or the lessor under the Ground Leases and shall promptly DMWEST #17001603 v2 6 forward to Beneficiary copies of any notices which the Corporation receives from the lessor claiming any default by the Corporation under the Ground Leases. The Corporation shall also give immediate written notice to Beneficiary of the commencement of any remedial proceedings under the Ground Leases by any party thereto. Should the Corporation be in default in complying with any of its obligations under the Ground Leases, Beneficiary shall have the right, but not the duty, to cure the default. (d) The Corporation will not, without the prior written consent of Beneficiary, terminate, modify or surrender the Ground Leases. Until the indebtedness secured hereby is fully paid and this Deed of Trust is released of record, the leasehold estate of the Corporation in the Site shall not merge with the fee title in the land, notwithstanding the fact that both estates are held by a single person, unless Beneficiary shall consent thereto in writing. (e) If the Corporation shall acquire the fee estate in the Site, then this Deed of Trust shall simultaneously and without further action be spread so as to become a lien on such fee estate. (f) This Deed of Trust is executed upon the condition that no purchaser at any foreclosure sale shall acquire any right, title or interest in or to the leasehold hereby pledged, unless the said purchaser, or the person, firm or corporation to whom or to which such purchaser’s right has been assigned, shall, in the instrument transferring to such purchaser or to such assignee the interest of Corporation under said Ground Leases, assume and agree to perform all of the terms, covenants and conditions of said Ground Leases required to be observed or performed on the part of Corporation, subject to the fact that no further or additional mortgage of said Ground Leases shall be made except in accordance with the provisions contained in Article Twelve of said Ground Leases, and that a duplicate original of said instrument containing such assumption of lease, duly executed and acknowledged by such purchaser or such assignee and in recordable form, is delivered to the County under said Ground Leases immediately after the consummation of such sale, or in any event, prior to taking possession of the premises demised thereby. (g) The Beneficiary waives all right and option to retain and apply the proceeds of any insurance or the proceeds of any condemnation award toward payment of the sum secured by this Deed of Trust to the extent such proceeds are required for the demolition, repair or restoration of the Site in accordance with the provisions of the Ground Leases. (h) This Deed of Trust and all rights of the Beneficiary hereunder are, without the necessity for the execution of any further documents, subject and subordinate to the County’s rights under the Ground Leases, and subject to the provision of Article Twelve of said Ground Leases, to the County’s rights under said Ground Leases as said Ground Leases may be modified, amended or renewed. Nevertheless, the Beneficiary agrees from time to time upon request and without charge, to execute, acknowledge and deliver any instruments reasonably requested by the County under the Ground Leases to evidence the foregoing subordination. Section 6. Existence. The Corporation covenants and agrees to do all things necessary to preserve and keep in full force and effect its existence under the laws of the State of Colorado. DMWEST #17001603 v2 7 Section 7. Charges. The Corporation agrees to pay all taxes, assessments and other charges, fines and impositions attributable to the Pledged Property, to the extent such property pertains to the Site, as well as leasehold payments or ground rents, if any, when due and payable, before they become delinquent and before any interest attaches or any penalty is incurred. If any tax, assessment or other charge, fine or imposition becomes of record, the Corporation agrees that such shall be satisfied and discharged of record within 30 days of becoming of record, and a certified copy of the official document evidencing such satisfaction and discharge shall be sent to the Beneficiary within ten days after such discharge. However, the Corporation shall not be required to discharge any lien if (a) the Corporation shall, in good faith, contest such lien by, or defend enforcement of such lien in, legal proceedings which operate to prevent the enforcement of the lien or forfeiture of the Pledged Property or any part thereof to the extent such property pertains to the Site, and (b) the Corporation shall give the Beneficiary notice of such contest and the Corporation is not provided with an opinion of competent counsel that the failure to discharge the lien may have a materially detrimental effect on the security provided by this Deed of Trust. Section 8. Disbursements. All disbursements made to the Corporation as provided in the Indenture, with interest thereon, shall be secured by this Deed of Trust. However, nothing in this paragraph shall be considered as limiting the amounts secured by this Deed of Trust when advanced to protect the security or in accordance with the terms of this Deed of Trust, the Bonds, the Indenture or any of the other documents relating to the loan represented by the Bonds. Section 9. Insurance and Maintenance. The Corporation agrees to procure and maintain, or cause to be procured and maintained, continuously in effect until the Bonds are paid in full, insurance as provided for in the Indenture. The Corporation covenants to maintain the Project in good repair as provided in the Indenture and in compliance with the Ground Leases. Section 10. Protection of Security. If the Corporation fails to perform the covenants and agreements contained in this Deed of Trust, or if any action or proceeding is commenced which materially affects, or may materially affect, the Beneficiary’s interest in the Project, then the Beneficiary, at the Beneficiary’s option, may make such appearances, disburse such sums and take such action as the Beneficiary determines are necessary to protect its interest and the interest of the holders of the Bonds, including, but not limited to, disbursement for reasonable attorney’s fees and entry upon the Project to make repairs. Any amounts disbursed pursuant to this paragraph, together with interest thereon, shall become additional indebtedness of the Corporation, secured by this Deed of Trust. Unless the Corporation and the Beneficiary agree in writing to other terms of payment, such amounts shall be payable upon notice to the Corporation requesting payment thereof. Nothing contained in this paragraph shall require the Beneficiary to incur any expense or take any action hereunder. The Beneficiary, on making good and performing following any default or defaults on the part of the Corporation, shall be thereby subrogated to any and all rights of the person or persons to whom payment is made by the Beneficiary. Section 11. Completion of Improvements by the Beneficiary. If the Beneficiary finds that the acquisition and construction of the Project is not carried out with reasonable speed or is discontinued at any time or is not being constructed in accordance with the plans and specifications or that the materials used for the construction of the Project are not satisfactory, DMWEST #17001603 v2 8 and only after such condition has continued for a period of more than ten days after written notice, specifying such condition and requesting that it be remedied, given to the Corporation by the Beneficiary, the Beneficiary may enter upon the Project and take possession thereof together with all materials, supplies, tools, equipment and construction facilities and appliances located thereon, and proceed either in its own name or in the name of the Corporation, as the attorney-in- fact of the Corporation, which authority is coupled with an interest and is irrevocable by the Corporation, to complete or cause to be completed the Project, at the cost and expense of the Corporation. If the Beneficiary elects to complete the Project, it may do so according to the plans and specifications or according to such changes, alterations or modification in and to the plans and specifications as the Beneficiary may deem reasonably appropriate, and the Beneficiary may enforce or cancel all contracts let by the Corporation relating to construction of the Project, and/or let other contracts which in the Beneficiary’s reasonable judgment may seem advisable; and the Corporation hereby irrevocably assigns to the Beneficiary, and upon the Beneficiary’s election to complete the Project, the Beneficiary shall have the full ownership and possession of: the contracts with the architect and all contractors relating to the Project, claims and warranties under such contracts, the plans and specifications, blueprints, shop drawings, bonds, building permits, other permits and authorizations for the construction, occupancy, and operation of the Project, trademarks, tradenames, logos, and other identifying or promotional materials used or to be used in connection with the construction, development, marketing and operation of the Project (provided, however, that the Corporation shall have the right to use such trademarks, tradenames, logos, and other such materials in connection with other developments of the Corporation so long as the Beneficiary is satisfied that such use will not be detrimental to the marketing of the Project), bills and statements of accounts pertaining to the Project whether paid or not, and any other instruments or records in the possession of the Corporation pertaining to the Project. This assignment shall survive and shall not be extinguished by the Beneficiary’s foreclosure of the Pledged Property or the Beneficiary’s acceptance of a conveyance of the Pledged Property in lieu of foreclosure. The Corporation shall use its best efforts to obtain all necessary consents and approvals from all required parties (including but not limited to all architects, engineers, planners, contractors and suppliers) to the foregoing assignment, and shall deliver to the Beneficiary upon demand reasonable evidence of all such consents and approvals. The Corporation shall be liable, under this Deed of Trust, to pay to the Beneficiary on demand, any reasonable and necessary amount or amounts expended by the Beneficiary in excess of the principal amount available under the Bonds in so completing the Project, together with any costs, charges or expenses incident thereto or resulting therefrom. The Beneficiary shall have the right to apply any funds which it agrees to disburse hereunder or is permitted to disburse under the Indenture for construction and acquisition of the Project to bring about the completion of the Project and to pay the costs thereof; and if such monies so agreed to be disbursed are insufficient, in the reasonable judgment of the Beneficiary, the Corporation agrees promptly to deliver and pay to the Beneficiary such reasonable and necessary sum or sums of money as the Beneficiary may from time to time demand for the purpose of completing the Project or of paying any liability, charge or expense which may have been incurred or assumed by the Beneficiary under or in performance of this Deed of Trust, or for the purpose of completing the Project. It is expressly understood and agreed that in no event shall the Beneficiary he obligated or liable in any way to complete the Project. Section 12. Condemnation or Casualty. In the event all, or any part of, the Project is condemned, otherwise taken, conveyed in lieu of condemnation, or in the event all, or any part DMWEST #17001603 v2 9 of, the Project is damaged either by public works, private acts or other casualty, the proceeds of any award, claim or insurance are to be paid and applied in accordance with the terms of the Indenture. If the Project is abandoned by the Corporation after condemnation, damage or destruction, or if, after notice by the Beneficiary to the Corporation that the condemnor or insurer offers to make an award or settle a claim for damages, the Corporation fails to respond to the Beneficiary within 30 days after the date such notice is mailed, the Beneficiary is authorized to collect and apply the proceeds, at the Beneficiary’s option, either to restoration or repair of the Project or to the payment of the sums secured by this Deed of Trust; provided, that nothing herein shall be deemed to permit or authorize the Corporation to abandon the Project following any damage or destruction. Section 13. Use Restrictions; Reservations. The Corporation agrees not to use the Project in violation of any covenant as to uses or reservation to which the Project is subject, or in violation of any municipal ordinance or of any state or federal statute. In the event Improvements are made on the Site, the Corporation agrees that the plans and specifications and construction shall comply with the Ground Leases and all applicable ordinances, statutes, regulations and orders. Section 14. Use of Loan Proceeds. The Corporation covenants and agrees to use the proceeds of the Bonds secured hereby solely for the purpose set forth in the Indenture. Section 15. Inspection. The Beneficiary may make, or cause to be made, reasonable entries and inspections of the Project, during the Corporation’s normal business hours, provided that the Beneficiary shall (except in situations which the Beneficiary reasonably deems to be emergency situations) give the Corporation notice prior to any such inspection specifying reasonable cause therefor related to the Beneficiary’s interest in the Project. The Beneficiary shall not have any obligation to make any inspections of the Project. Section 16. Events of Default: Acceleration; Power of Sale; UCC Remedies. The following shall constitute Events of Default under this Deed of Trust: (a) A default or breach of the terms, conditions and provisions of this Deed of Trust for a period of 30 days after written notice, specifying such default and requesting that it be remedied, is given to the Corporation by the Beneficiary, unless the Beneficiary shall agree in writing to an extension of such time period to its expiration, or such longer period as may be reasonably necessary to remedy such default, provided that the Corporation is proceeding with reasonable diligence to remedy the same; (b) An Event of Default as such term is defined in the Indenture shall occur and be continuing; (c) If the Corporation shall: (i) admit in writing its inability to pay its debts generally as they become due; or DMWEST #17001603 v2 10 (ii) file a petition in bankruptcy to be adjudicated a voluntary bankrupt or file a similar petition under any insolvency act, or approve or consent to any such petition filed against it; or (iii) make an assignment for the benefit of its creditors; or (iv) consent to the appointment of a receiver of itself or of the whole or any substantial part of its property; or (v) on a petition in bankruptcy filed against it, be adjudicated a bankrupt or if a court of competent jurisdiction shall enter an order or decree appointing a receiver or trustee of the Corporation or of the whole or substantially all of its property, and such adjudication, order or decree shall not be vacated or set aside or stayed within 90 days from the date of the entry thereof. (d) Without the prior written consent of the Beneficiary, the Pledged Property or any part thereof or any interest therein shall be sold, conveyed, assigned, transferred, disposed of, alienated, hypothecated, leased, further encumbered or otherwise disposed of or the Corporation shall be divested of its title to the Pledged Property, whether voluntarily or involuntarily, with the following exceptions: (i) liens for taxes and assessments not delinquent, (ii) liens and dispositions in the ordinary course of business as permitted under the Indenture or as permitted under the Ground Leases, and (iii) liens arising from taxes, assessments, charges, fines or other impositions being contested in the manner provided in Section 7. If an Event of Default shall occur and be continuing, the Beneficiary may declare all of the sums secured by this Deed of Trust to be immediately due and payable and may invoke the power of sale and any other remedies permitted by applicable law. The Beneficiary shall be entitled to collect all reasonable costs and expenses incurred in pursuing any remedies, including, but not limited to, reasonable attorney’s fees. Following any Event of Default which results in insufficient funds being available to pay principal of or interest on the Bonds, the Corporation and any lessees of the Project shall vacate the same within 30 days of notice by the Beneficiary. Should Beneficiary elect to foreclose by exercise of the power of sale herein contained, then, upon filing notice of election and demand for sale with Public Trustee, Public Trustee shall, upon receipt of such notice of election and demand for sale, cause a copy of the same to be recorded in the Clerk and Recorder’s Office of the County in which the Site is situated. Thereafter, it shall and may be lawful for Public Trustee to give four weeks’ public notice as aforesaid of the lime and place of such sale by advertisement, weekly, in some newspaper of general circulation at that time published in said County and mail a copy of such notice, within ten (10) days from the date of the first publication thereof, to Corporation at the address given herein and to each person appearing to have acquired a subsequent record interest in the Pledged Property at the address given in the recorded instrument; provided, however, where only the county and state is given as the address, then such notice shall be mailed to the county seat. Public Trustee shall sell and dispose of the Pledged Property (en masse or in separate parcels, as Public Trustee may think best) and all the right, title and interest of Corporation, and its successors and assigns therein, at public auction at such place as designated by applicable law in said county, or on said premises, or any part thereof, or other place permitted by law, as may be DMWEST #17001603 v2 11 specified in the aforesaid notice of such safe, for the highest and best price the same will bring in cash. Public Trustee shall then make and give to the purchaser(s) of the Pledged Property or portions thereof at such sale a certificate(s) in writing describing the property purchased, the sums(s) paid therefor, and the time when the purchaser(s) (or other persons entitled thereto) shall be entitled to a deed(s) therefor. Public Trustee shall, upon demand by the person(s) holding said certificate(s) of purchase, make and execute to such person(s) a deed(s) to the property purchased, which deed(s) shall be in the ordinary form of a conveyance, and shall be signed, acknowledged, and delivered by Public Trustee, as grantor, and shall convey and quit claim to such person(s) entitled to such deed(s), as grantee(s), the property purchased, and all the right, title, interest, benefit, and equity of redemption of Corporation, its successors and assigns, therein. Such deed(s) shall recite the sums(s) paid for and shall refer to the power of sale contained herein, and to the sale(s) made by virtue thereof In case of an assignment of such certificate(s) of purchase, or in case of the redemption of such property by a subsequent encumbrancer, such assignment or redemption shall also be referred to in such deed(s), but the notice of sale need not be set out in such deed(s), Such sale(s) and said deed(s) shall be prima facie evidence of compliance with all statutory requirements for the sale and execution of the deed(s) and evidence of the truth of the recitals contained therein, and to the extent permitted by law, shall be a perpetual bar, both in law and equity, against Corporation and its successors and assigns, and all other persons claiming the Pledged Property or any part thereof by, through, from, or under Corporation. Beneficiary may purchase the Pledged Property, or any part thereof, and may bid in any part or all of the indebtedness secured hereby and it shall not be obligatory upon the purchaser(s) at any such sale to see to the application of the purchase money. In the Event of Default, the Beneficiary may exercise any rights and remedies of a secured party under the Colorado Uniform Commercial Code or other applicable laws and require the Corporation to assemble any collateral covered hereby and constituting personal property at a place to be designated by the Beneficiary which is reasonably convenient to both parties. Section 17. Assignments of Rents; Appointment of Receiver. As additional security hereunder, the Corporation hereby assigns to the Beneficiary all of the Corporation’s right, title and interest in and to that portion of the Pledged Property constituting the rents, issues and profits of the Project, provided that until a default under this Deed of Trust occurs, the Corporation shall have the right to collect and retain such rents, issues and profits as they become due and payable, except to the extent otherwise provided in the Indenture, In the Event of Default hereunder, the Beneficiary shall be entitled to enter upon, take possession of and manage the Project and to collect the rents, issues and profits of the Project, including those past due. All rents collected by the Beneficiary shall be applied first to payment of the costs of management of the Project and collection of rents and then to the sums secured by this Deed of Trust. In the Event of Default hereunder, the Beneficiary may apply for and obtain, either in its own name, or through the Trustee, ex parte and without notice (notice being expressly waived hereby), the appointment of a receiver for the Project and for the rents, issues and profits therefrom and may have such receiver appointed as a matter of right without regard to the solvency of the Corporation or any other person or corporation, or the adequacy of any security or the existence of waste. The Beneficiary may have sums received by such receiver, after DMWEST #17001603 v2 12 deduction and payment of the costs and expenses of the receivership, including the Beneficiary’s attorney’s fees, applied to the sums secured hereby in such manner and order as the Beneficiary may request and to the completion and preservation of the Improvements. Section 18. Advance Rents. The Corporation agrees that it will not, without the prior written consent of the Beneficiary, receive or collect rents from any tenant or subtenant, or other occupant of the Pledged Property, for a period of more than one year in advance. The Corporation also agrees not to grant any concessions to any tenant or subtenant which will in anyway reduce the rentals as staled in any lease. This paragraph does not exclude the collection of a reasonable security deposit. Section 19. Remedies Cumulative. All remedies provided in this Deed of Trust are distinct and cumulative to any other right or remedy under this Deed of Trust or the Indenture or afforded by law or equity; and may be exercised concurrently, independently or successively. Section 20. Attorney’s Fees; Foreclosure. In the event of foreclosure of this Deed of Trust, or in the event of the commencement of collection effort or of a foreclosure, the Corporation shall, upon demand, pay reasonable attorney’s fees even though a foreclosure proceeding does not follow, and such fees shall become so much additional indebtedness secured by this Deed of Trust. The proceeds of any foreclosure of this Deed of Trust shall be applied, after payment of costs and expenses of foreclosure and of all taxes, assessments and liens superior to this Deed of Trust, to amounts then owed under this Deed of Trust including, after payment of other amounts owed hereunder, the unpaid principal of, interest on and prepayment premiums due in connection with the Bonds, all in such order as Beneficiary shall elect except as provided in the Indenture. Any excess shall be paid to whomsoever may be entitled to receive the same. Section 21. Forbearance Not a Waiver. Any forbearance by the Beneficiary in exercising any right or remedy hereunder, or otherwise afforded by applicable law, shall not be a waiver of or preclude the exercise of any such right or remedy. The procurement of insurance or the payment of taxes or other liens or charges by the Beneficiary shall not be a waiver of the Beneficiary’s right to accelerate the maturity of the indebtedness secured by this Deed of Trust. Section 22. Successors and Assigns Bound. Subject to the provisions of the Indenture, all of the covenants and agreements contained in this Deed of Trust shall run with the Site and shall extend to and be binding upon, and the rights hereunder shall inure to, the respective successors and assigns (voluntary or involuntary and by operation of law) of the Beneficiary and the Corporation. All assignments or grants of the Corporation provided for in this Deed of Trust or related loan documents shall survive, and shall not be extinguished by any foreclosure proceeding. Section 23. Captions. The captions and headings of the paragraphs of this Deed of Trust are for convenience only and are not to be used to interpret or define the provisions hereof. Section 24. Invalid Provision. If any term, covenant or condition of this Deed of Trust or the application thereof to any person or entity or circumstances shall be invalid or unenforceable, the remainder of the terms, covenants and conditions hereof and the application DMWEST #17001603 v2 13 of any term, covenant and condition hereof to any other person or entity shall not be affected thereby, and each term, condition and covenant hereof shall be valid and enforceable to the fullest extent permitted by law. Section 25. Release. Upon payment of all sums secured by this Deed of Trust and upon full performance hereof by the Corporation, then the Beneficiary shall promptly, after written notice from the Corporation, execute and deliver to the Corporation a request for the release of this Deed of Trust directed to the Beneficiary. The Corporation shall, however, pay all costs and expenses in connection with the recordation and execution of said release. Section 26. Election to Apply Supplemental Public Securities Act. The Corporation hereby elects to apply Title 11, Article 57, Part Two, of the Colorado Revised Statutes, as amended, constituting the Supplemental Public Securities Act, to the Deed of Trust, to the full extent permitted by law. [SIGNATURE PAGE FOLLOWS] DMWEST #17001603 v2 14 IN WITNESS WHEREOF, the Corporation has executed this Deed of Trust as of the Effective Date. EAGLE COUNTY AIR TERMINAL CORPORATION Attest: By: ______________________________ By: ______________________________ ________________, Secretary __________________, President STATE OF COLORADO ) ) ss. COUNTY OF EAGLE ) The foregoing instrument was acknowledged before me this ____ day of __________, 2017, by __________________, as President, and __________________, as Secretary of EAGLE COUNTY AIR TERMINAL CORPORATION, a Colorado nonprofit corporation, on behalf of such Corporation. Witness my hand and official seal. My commission expires: Notary Public DMWEST #17001603 v3 EXHIBIT A DESCRIPTION OF SITE 1996 Terminal Building Project: A parcel of land located in Tract 57, Section 3, T5S, R85W, of the 6th P.M., Eagle County, Colorado according to the Independent Resurvey of said township and range as approved by the U.S. Surveyor General’s Office in Denver, Colorado on June 20, 1922. All bearings contained herein being relative to a bearing of N00°21’00”E on the line from the Witness Corner for Angle Point No. 3 of tract 57 (2.5” G.L.O. brass cap - 1918) to Angle Point No. 2 of tract 56 (3” aluminum monument - P.L.S. 13901). Said parcel of land being more particularly described as follows: Beginning at the corner common to tracts 55, 56, 58, and 59; Thence S30°25’29”E, 2,017.68 feet to the N.E. corner of the new terminal lease and the true Point of Beginning; Thence S81°50’29”W, 467.50 feet; Thence S08°09’31”E, 70.00 feet; Thence S81°50’29”W, 318.71 feet; Thence S08°09’31”E, 212.50 feet; Thence N81°50’29”E, 403.85 feet; Thence S67°11’43”E, 23.32 feet; Thence N81°50’29”E, 69.40 feet; Thence N54°29’46”E, 26.12 feet; Thence N81°50’29”E, 269.75 feet; Thence N08°09’31”W, 282.50 feet to the Point of Beginning. Containing 4.612 acres (200,887 square feet), more or less. AND Additional Terminal Building Project: Parcel A (Additional Terminal Building Area) TWO PARCELS OF LAND LOCATED IN TRACT 57, SECTION 3, T5S, R85W, OF THE 6TH P.M., EAGLE COUNTY, COLORADO ACCORDING TO THE INDEPENDENT RESURVEY OF SAID TOWNSHIP AND RANGE AS APPROVED BY THE U.S. SURVEYOR GENERAL’S OFFICE IN DENVER, COLORADO ON JUNE 20, 1922. ALL BEARINGS CONTAINED HEREIN BEING RELATIVE TO A BEARING OF N00°21’00”E ON THE LINE FROM THE WITNESS CORNER FOR ANGLE POINT NO. 3 OF TRACT 57 (2.5” G.L.O. BRASS CAP - 1918) TO ANGLE POINT NO. 4 OF TRACT 58 (3.25” ALUMINUM MONUMENT - P.L.S. 13901). SAID PARCELS OF LAND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: PARCEL A1 BEGINNING AT THE CORNER COMMON TO TRACTS 55, 56, 58, AND 59; THENCE S30°25’29”E, 2,017.68 FEET TO THE NORTHEASTERLY CORNER OF THE TERMINAL LEASE; THENCE S08°09’31”E, 70.00 FEET TO THE TRUE POINT OF BEGINNING; DMWEST #17001603 v3 THENCE N81°50’29”E, 238.00 FEET; THENCE S08°09’31”E, 212.50 FEET; THENCE S81°50’29”W, 238.00 FEET TO THE SOUTHEASTERLY CORNER OF THE EXISTING TERMINAL LEASE; THENCE N08°09’31”W, 212.50 FEET ALONG THE EASTERLY LINE OF SAID TERMINAL LEASE TO THE TRUE POINT OF BEGINNING. SAID PARCEL CONTAINS 50,575 SQUARE FEET MORE OR LESS. PARCEL A2 BEGINNING AT THE CORNER COMMON TO TRACTS 55, 56, 58, AND 59; THENCE S30°25’29”E, 2,017.68 FEET TO THE NORTHEASTERLY CORNER OF THE TERMINAL LEASE; THENCE S81°50’29”W, 467.50 FEET; THENCE S08°09’31”E, 70.00 FEET; THENCE S81°50’29”W, 318.71 FEET TO THE TRUE POINT OF BEGINNING; THENCE S81°50’29”W, 118.29 FEET; THENCE S08°09’31”E, 212.50 FEET; THENCE N81°50’29”E, 118.29 FEET TO THE SOUTHWESTERLY CORNER OF THE EXISTING TERMINAL LEASE; THENCE N08°09’31”W 212.50 FEET ALONG THE WESTERLY LINE OF SAID TERMINAL LEASE TO THE TRUE POINT OF BEGINNING. SAID PARCEL CONTAINS 25,137 SQUARE FEET MORE OR LESS. Parcel B (Parking Area) A PARCEL OF LAND LOCATED IN TRACT 57, SECTION 3, T5S, R85W, OF THE 6TH P.M., EAGLE COUNTY, COLORADO ACCORDING TO THE INDEPENDENT RESURVEY OF SAID TOWNSHIP AND RANGE AS APPROVED BY THE U.S. SURVEYOR GENERAL’S OFFICE IN DENVER, COLORADO ON JUNE 20, 1922. ALL BEARINGS CONTAINED HEREIN BEING RELATIVE TO A BEARING OF N00°21’00”E ON THE LINE FROM THE WITNESS CORNER FOR ANGLE POINT NO. 3 OF TRACT 57 (2.5” G.L.O. BRASS CAP - 1918) TO ANGLE POINT NO. 4 OF TRACT 58 (3.25” ALUMINUM MONUMENT - P.L.S. 13901). SAID PARCEL OF LAND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE CORNER COMMON TO TRACTS 55, 56, 58, AND 59; THENCE S30°25’29”E, 2,017.68 FEET TO THE NORTHEASTERLY CORNER OF THE TERMINAL LEASE; THENCE S81°50’29”W, 467.50 FEET; THENCE S08°09’31”E, 70.00 FEET; THENCE S81°50’29”W, 437.00 FEET; THENCE S08°09’31”E, 212.50 FEET; THENCE N81°50’29”E, 28.66 FEET; THENCE S08°09’31”E, 43.00 FEET TO THE TRUE POINT OF BEGINNING; THENCE S08°03’39”E, 300.00 FEET; THENCE N81°50’29”E, 540.00 FEET; THENCE N08°03’39”W, 300.00 FEET; THENCE S81°50’29”W, 540.00 FEET TO THE TRUE POINT OF BEGINNING. SAID PARCEL CONTAINS 162,000 SQUARE FEET MORE OR LESS. AND DMWEST #17001603 v3 De-Icing Facility Project: Containing 185,438 square feet (4.257 acres), more or less. Containing 111,600 square feet (2.562 acres), more or less. DMWEST #17001603 v3 AND Road Improvements Site (Fee): 1473 COOLEY MESA ROAD, GYPSUM, COLORADO 81637 AS MORE PARTICULARLY DESCRIBED: A PARCEL OF LAND LOCATED IN TRACT 60 AND SECTIONS 3 AND 10 ACCORDING TO THE INDEPENDENT RESURVEY OF TOWNSHIP 5 SOUTH, RANGE 85 WEST OF THE 6TH PRINCIPAL MERIDIAN AS ACCEPTED BY THE GENERAL LAND OFFICE ON JUNE 6, 1923, ALSO BEING NORTHERLY OF AND ADJACENT TO THE COOLEY MESA ROAD, SAID PARCEL BEING MORE SPECIFICALLY DESCRIBED AS FOLLOWS: BEGINNING AT A POINT ON THE NORTHERLY BOUNDARY OF THE EXISTING COOLEY MESA ROAD, WHENCE THE WITNESS CORNER TO ANGLE POINT 3 OF TRACT 57 AND ANGLE POINT 2 OF TRACT 80 BEARS N. 89 DEGREES 04 MINUTES 54 SECONDS E. 30.01 FEET, THENCE S. 89 DEGREES 04 MINUTES 54 SECONDS W. 295.23 FEET ALONG THE NORTHERLY BOUNDARY OF SAID COOLEY MESA ROAD, THENCE N. 0 DEGREES 21 MINUTES 00 SECONDS E. 295.16 FEET, THENCE N. 89 DEGREES 04 MINUTES 54 SECONDS E. 295.23 FEET, THENCE S. 0 DEGREES 21 MINUTES 00 SECONDS W. 295.16 FEET TO THE PLACE OF BEGINNING. UNDER AND SUBJECT TO THE EXCEPTIONS SHOWN IN THE ALTA LOAN TITLE POLICY ISSUED TO BENEFICIARY. INSTRUMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE THIS INSTRUMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE, ("Instrument"), dated as of August 23,2017, by and among Eagle County Air Terminal Corporation (the "Corporation"), Wells Fargo Bank, National Association, as prior trustee (the "Prior Trustee"), and UMB Bank, National Association, as successor trustee (the "Successor Trustee"). RECITALS WHEREAS, the Corporation and the Prior Trustee are parties to that certain Trust Indenture dated as of June 1, 1996 between the Corporation and Colorado National Bank (the "1996 Indenture"), as supplemented and amended by a First Supplemental Trust Indenture dated as of June 1, 2001 between the Corporation and U.S. Bank National Association, a Second Supplemental Trust Indenture dated as of June 1, 2006 between the Corporation and U.S. Bank National Association and a Third Supplemental Trust Indenture dated as of June 1, 2011 between the Corporation and Wells Fargo Bank, National Association (collectively with the 1996 Indenture, the "Indenture") pursuant to which the Corporation issued its (i) Airport Terminal Project Revenue Bonds, Series 1996 (the "Series 1996 Bonds"), (ii) Airport Terminal Project Revenue Bonds, Series 2001A (the "Series 2001A Bonds") and Taxable Airport Terminal Project Revenue Bonds, Series 2001B (the "Series 2001B Bonds" and collectively with the Series 2001A Bonds, the "Series 2001 Bonds"), (iii) its Airport Terminal Project Revenue Refunding Bonds, Series 2006A (the "Series 2006A Bonds"), which refunded the Series 1996 Bonds, and its Airport Terminal Project Revenue Improvement Bonds, Series 2006B (the "Series 2006B Bonds" and collectively with the Series 2006A Bonds, the "Series 2006 Bonds"), and (iv) its Airport Terminal Project Revenue Refunding Bonds, Series 2011A (the "Series 2011A Bonds"), which refunded the Series 2001 Bonds, and its Taxable Airport Terminal Project Revenue Refunding Bonds, Series 2011B (the "Series 2011B Bonds" and collectively with the Series 1996 Bonds, the Series 2001 Bonds, the Series 2006 Bonds and the Series 2011A Bonds, the "Prior Bonds"), which refunded the Series 2001B Bonds ("Bonds"), to finance and refinance the costs of the acquisition and construction of real and personal property, buildings and improvements, including all other work in connection therewith, to provide certain airport terminal facilities at the Airport, a de-icing facility used in connection with certain operations at the Airport, and acquisition of land used for expansion of Airport access roads and Airport related projects. Capitalized terms used, but not otherwise defined, herein shall have the same meaning ascribed to such terms in the Indenture. WHEREAS, the Indenture provides that the Prior Trustee, as Trustee, Registrar and Paying Agent, may resign by giving written notice of such resignation to the Corporation; WHEREAS, the Prior Trustee has delivered a notice of resignation to the Corporation; WHEREAS, the Indenture provides upon the resignation of the Prior Trustee, the Corporation shall appoint a successor trustee; WHEREAS, the Corporation intends, by this instrument, to appoint the Successor Trustee to serve as Trustee, Registrar and Paying Agent under the Indenture and as Dissemination Agent under the Continuing Disclosure Agreement ; WHEREAS, the Successor Trustee is willing to accept the appointment as Trustee, Registrar and Paying Agent under the Indenture subject to the terms and conditions contained in this Instrument; WHEREAS, the Indenture provides that upon any change in the Trustee, the Prior Trustee shall cease to be Registrar for any of the Bonds, and the Successor Trustee shall become Registrar of the Bonds; and WHEREAS, the Corporation, the Prior Trustee, and the Successor Trustee have agreed that this Instrument shall be effective as of 10 a.m. on September 6, 2017 (the "Effective Date"). NOW, THEREFORE, in consideration of the covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Resignation and Appointment. As of the Effective Date: (a) the Prior Trustee resigns as Trustee, Registrar and Paying Agent and, if applicable, escrow agent or custodian for the Bonds, under the Indenture and as Dissemination agent under the Continuing Disclosure Agreement; and (b) the Successor Trustee is appointed by the Corporation as Trustee, Registrar and Paying Agent and, if applicable, escrow agent or custodian for the Bonds, under the Indenture and as Dissemination Agent under the Continuing Disclosure Agreement, and the Successor Trustee is vested with all rights, powers, trusts, privileges, duties and obligations of the Trustee, Registrar and Paying Agent and, if applicable, escrow agent or custodian for the Bonds, under the Indenture and as Dissemination Agent under the Continuing Disclosure Agreement. 2. The Corporation's Representations and Warranties. The Corparation hereby represents and warrants to the Prior Trustee and the Successor Trustee that: a. It is duly organized and validly existing and in good standing under all applicable laws, and this Instrument has been duly authorized, executed and delivered on its behalf and constitutes its legal, valid, binding and enforceable obligation; b. The Indenture, as amended, is in full force and effect; c. It is not in default of any of its obligations under the Indenture, and to the best of the knowledge of the Corporation, no event has occurred and is continuing which is, or after notice or lapse of time, or both, would become, an Event of Default under the Indenture; d. No covenant or condition contained in the Indenture has been waived by the Prior Trustee or, to the best of the knowledge of the Corporation, by the owners of the percentage in aggregate principal amount of the Bonds required by the Indenture to effect any such waiver; The Indenture was validly executed and delivered by the Corporation and the Bonds were validly issued by the Corporation; £ There is no action, suit, or proceeding pending, or to the best of the Corporation's knowledge, threatened against the Corporation before any court or any governmental authority arising out of any act or omission of the Corporation under the Indenture; g. The execution, delivery and performance of this Instrument does not and will not conflict with, or result in a breach of, any of the terms or provisions of, or constitute a default under, any (i) contract, agreement, indenture or other instrument (including, without limitation, its certificate of incorporation, by-laws and/or any and all other applicable organizational documents) to which it is a party or by which it or its property is bound, or (ii) any judgment, decree or order of any court or governmental agency or regulatory body or law, rule or regulation applicable to it or its property; and h. All conditions precedent in the Indenture relating to the appointment of the Successor Trustee as the successor trustee under the Indenture have been complied with by the Corporation. 3. Prior Trustee's Representations and Warranties. The Prior Trustee hereby represents and warrants to the Corporation and the Successor Trustee that: a. There is no action, suit or proceeding pending or, to its knowledge, threatened, against the Prior Trustee before any court or governmental authority arising out of any action ar omission by the Prior Trustee as trustee under the Indenture; b. This Instrument has been duly authorized, executed and delivered on behalf of the Prior Trustee and constitutes its legal, valid, binding and enforceable obligation; As of the Effective Date, the Prior Trustee has made no advances as Trustee or Paying Agent under the Indenture for the reimbursement of which it claims or may claim a lien or charge prior to that of the holders of Bonds; d. The principal amount of Prior Bonds outstanding as of the Effective Date is $1,565,000 of the Series 2006B Bonds; and $5,135,000 of the Series 2011A Bonds. The principal amount outstanding of the Series 1996 Bonds, Series 2001 Bonds and Series 2006A Bonds is zero. 4. Successor Trustee's Representations and Warranties. The Successor Trustee represents and warrants to the Prior Trustee and the Corparation that: a. It is qualified and eligible to serve as Trustee, Registrar, and Paying Agent under the Indenture; and b. This Instrument has been duly authorized, executed and delivered on behalf of the Successor Trustee and constitutes its legal, valid, binding and enforceable obligation. 5. Acceptance of Appointment. The Successor Trustee hereby accepts appointment as, and is eligible to act as Trustee and Paying Agent and, if applicable, escrow agent or custodian for the Bonds, under the Indenture and accepts all rights, powers, privileges, duties, obligations, and trusts of the Prior Trustee as the Trustee and Paying Agent, and if applicable, escrow agent or custodian for the Bonds, under and pursuant to the Indenture and agrees to be bound by all terms of the Indenture, such acceptance and agreement to be effective as of the Effective Date and subject to the terms and conditions set forth in this Instrument. In addition, the Successor Trustee hereby assumes all rights, duties and obligations of the Prior Trustee arising under the Continuing Disclosure Agreements (as defined below). 6. Conveyance by Prior Trustee. The Prior Trustee hereby duly conveys, assigns, transfers and delivers to the Successor Trustee and to its successors and assigns, without recourse, but otherwise subject to the terms hereof, and upon the trusts expressed in the Indenture, all the rights, powers, privileges, obligations and trusts of the Prior Trustee as Trustee, Registrar, and Paying Agent, and if applicable, as escrow agent or custodian, under and pursuant to the Indenture, including all of the right, title and interest of the Prior Trustee in and to the Project Revenues, the Deed of Trust, the Ground Lease, the Project Agreement and all other "Project Revenues" payable to the Prior Trustee, as trustee under the Indenture, and all property and money, if any, held by or under the control of the Prior Trustee as Trustee, Registrar, and Paying Agent, and if applicable, escrow agent or custodian, under the Indenture, together with all records and documents in any way relating thereto, including any and all right, title and interest in the Bonds (including, if any, any Credit Facility then in effect). In addition, the Prior Trustee assigns to Successor Trustee all rights and obligations of the Prior Trustee under the Continuing Disclosure Agreement June 1, 2006, between the Corporation and the Prior Trustee and the Continuing Disclosure Agreement dated as of June 1, 2011, between the Corporation and the Prior Trustee (collectively, the "Continuing Disclosure Agreements"). 7. Deliveries by Prior Trustee. On or before the Effective Date, the Prior Trustee shall deliver to the Successor Trustee the following: a. A copy of the original indenture and supplemental indentures concerning the issuance of the Bonds; and b. All money and property held by it or under its control as Trustee, Registrar, and Paying Agent, and if applicable, as escrow agent or custodian, for the Bonds to the Successor Trustee; and 8. No assumption of liability. The Corparation and the Prior Trustee acknowledge and agree that nothing contained herein or otherwise shall constitute an assumption by the Successor Trustee of any liability of the Prior Trustee arising out of any breach by the Prior Trustee in the performance or non-performance of the Prior Trustee's duties as Trustee, Registrar, or Paying Agent under the Indenture. The Successor Trustee and Corporation acknowledge and agree that the Prior Trustee shall have no liability arising out of any breach by the Successor Trustee in the performance or non-performance of the Successor Trustee's duties as Trustee, Registrar, or Paying Agent under the Indenture or as escrow agent or custodian, if applicable, or as Dissemination Agent under the Continuing Disclosure Agreement. 9. Further Assurances. The Corporation and the Prior Trustee, for the purposes of more fully and certainly vesting in and confirming to the Successor Trustee, as successor Trustee, Registrar, and Paying Agent under the Indenture, said rights, powers, trusts, privileges, duties and obligations, agree upon reasonable request of the Corporation or the Successor Trustee, to execute, acknowledge and deliver such further instruments of conveyance and further assurance and to do such other things as may reasonably be requested by the Successor Trustee in writing for more fully and certainly vesting and confirming to the Successor Trustee all rights, powers, trusts, privileges, duties and obligations which the Prior Trustee held under and by virtue of the Indenture. 10. Survival of the Corporation's Obli ate. Notwithstanding the resignation of the Prior Trustee, the Corporation hereby agrees to remain obligated under the Indenture to compensate, reimburse and indemnify the Prior Trustee as provided under the Indenture for services provided by the Prior Trustee as Trustee, Registrar and Paying Agent pursuant to the Indenture prior to the Effective Date, and nothing contained in this Instrument shall in any way abrogate the obligations of the Corporation to the Prior Trustee under the Indenture and the lien of the Prior Trustee for indemnity, fees, expenses and costs under the Indenture shall continue. 11. Notices. All notices, whether faced or mailed will be deemed received when sent pursuant to the following instructions: TO THE PRIOR TRUSTEE: Wells Fargo Bank, National Association 1700 Lincoln Street, 10th Floor Denver, CO 80203 Attention: Juliet Ward Ph# (303) 863-6480 Fx# (303) 863-5023 TO THE SUCCESSOR TRUSTEE: UMB Bank, N.A. Corporate Trust &Escrow Services 1670 Broadway Denver, CO 80202 Attention: Pat Peters Ph # 303-764-3604 Fx # 303-764-3699 TO THE CORPORATION: Eagle County Air Terminal Corporation 500 Broadway Box 850 Eagle, Colorado 81631 Attention: Jill Klosterman Ph# 303-328-3510 Fx# 303-328-3519 12. Corporate Trust Office. All references in the Indenture and related documents to "corporate trust office" or other similar references to the corporate trust office of the trustee shall be deemed to refer to the corporate trust office of the Successor Trustee described in Section 11 of this Instrument. 13. Ratification of Indenture. In all respects not inconsistent with the terms and provisions of this Instrument, the Indenture is hereby ratified, approved and confirmed. In executing and delivering this Instrument, the Successor Trustee shall be entitled to all of the privileges and immunities afforded to the Trustee, Registrar, and Paying Agent under the terms and provisions of the Indenture. 14. Effective Date. This Instrument and the resignation, appointment and acceptance effected hereunder shall be effective as of the Effective Date. 15. Governing. This Instrument shall be governed by and construed in accordance with the laws of the State of Colorado. 16. Counterparts. This Instrument may be executed in any number of counterparts, each of which will be an original, but such counterparts shall together constitute one and the same instrument. Copies, telecopies, facsimiles, electronic files and other reproductions of original executed documents shall be deemed to be authentic and valid counterparts of such original documents for all purposes, including the filing of any claim, action or suit in the appropriate court of law. 17. Severability. In the event that any provisions of this Instrument shall be deemed invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision of this Instrument. 18. Entire Agreement. This Instrument sets forth the entire agreement of the parties with respect to its subject matter, and supersedes and replaces any and all prior contemporaneous warranties, representations or agreements, whether oral or written, with respect to the subject matter of this Instrument other than those contained in the Instrument. 19. Amendments. This Instrument may not be amended or modified except by agreement set forth in a written memorandum executed by all parties to this Instrument. IN R~TNESS WHEREOF, the parties have executed this Instrument to be effective as of the day and year first above written. Vb'ells Farg Bank, National Ass iation, as Prior Trustee J ~i 1 /' / t/ By: ~.... Name: Christie Carpenter Title: Vice President UMB Bank, National Association as Successor Trustee Name: Title: Ea.~le County Air Terminal Corporation as Corporation Name: Title: IN WITNESS WHEREOF, the parties have executed this Instrument to be effective as of the day and year first above written. Wells Fargo Bank, National Association, as Prior Trustee Name: Title: Vice President UMB Bank, National Association as Successor Trustee By: Name: ~-CG Ca~ t' ~-r'S Title: 1/ Eagle County Air Terminal Corporation as Corporation Name: Title: 0 IN WITNESS WHEREOF, the parties have executed this Instrument to be effective as of the day and year first above written. Wells Fargo Bank, National Association, as Prior "Trustee By: Name: Tile: Vice President UMB Bank, National Association as Successor Trustee Name: Title: Eagle County Air Terminal Corporation as Corporation r Name: Bryan Treu Title: Secretary D Ballard Spahr Draft 9/__17 DMWEST #16594819 v6 PRELIMINARY OFFICIAL STATEMENT DATED SEPTEMBER __, 2017 NEW ISSUE – BOOK-ENTRY ONLY RATING: Moody’s “[____]” See “RATING” herein In the opinion of Ballard Spahr LLP, Bond Counsel, under existing law as presently enacted and construed, interest on the Series 2017 Bonds is excludable from gross income for federal income tax purposes, assuming the accuracy of certifications of the Corporation and the County and assuming continuing compliance with the requirements of the Internal Revenue Code of 1986, as amended (the “Code”), except that interest on any Series 2017 Bond shall not be excluded while held by a substantial user of the facilities financed or refinanced with the Series 2017 Bonds or a related person as provided in the Code. Interest on the Series 2017 Bonds will be a specific tax preference item for purposes of determining individual and corporate federal alternative minimum tax. To the extent interest on the Series 2017 Bonds is excluded from gross income for federal income tax purposes, such interest is not subject to income taxation by the State of Colorado. See “TAX MATTERS” herein. $_____________* EAGLE COUNTY AIR TERMINAL CORPORATION $____________* $_____________* Airport Terminal Project Airport Terminal Project Revenue Refunding Bonds, Revenue Improvement Bonds, Series 2017A (AMT) Series 2017B (AMT) Dated: Date of Delivery Due: May 1*, as shown on the inside front cover The Eagle County Air Terminal Corporation (the “Corporation”), a Colorado nonprofit corporation and corporate instrumentality of Eagle County, Colorado (the “County”), is issuing its Airport Terminal Project Revenue Refunding Bonds, Series 2017A (the “Series 2017A Bonds”) and its Airport Terminal Project Revenue Improvement Bonds, Series 2017B (the “Series 2017B Bonds” and collectively with the Series 2017A Bonds, the “Series 2017 Bonds”) pursuant to an Amended and Restated Trust Indenture dated as of ______ 1, 2017 (the “Indenture”) by and between the Corporation and UMB Bank, National Association, as trustee (the “Trustee”). The Series 2017A Bonds are being issued to: (a) currently refund all of the Corporation’s Airport Terminal Project Revenue Improvement Bonds, Series 2006B, outstanding in the aggregate principal amount of $1,565,000, (b) fund a portion of the Debt Service Reserve Fund for the Series 2017 Bonds, and (c) finance a portion of the costs of issuance, as described herein. The Series 2017B Bonds are being issued to: (a) finance the costs of the acquisition and construction of real and personal property, buildings and improvements, including all other work in connection therewith, relating to the Terminal Expansion Project, (b) fund a portion of the Debt Service Reserve Fund for the Series 2017 Bonds, and (c) finance a portion of the costs of issuance, as described herein. See “SOURCES AND USES OF FUNDS” herein. Capitalized terms used on the cover page of this Official Statement are defined in the Introduction herein or in Appendix D hereto. The Series 2017 Bonds are limited obligations of the Corporation, secured by a pledge of the Project Revenues and certain trust funds created under the Indenture, as more fully described herein. See “SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2017 BONDS.” The Project Revenues include all revenues earned or received by the Corporation with respect to the Project, including, without limitation, amounts payable by the Signatory Airlines pursuant to lease agreements, and, with respect to the PFC Eligible Bonds, Passenger Facility Charges imposed and collected with respect to the Project. Project Revenues do not include any revenues of the County with respect to the Airport, or otherwise. The Series 2017 Bonds are being issued with a pledge of and lien on Project Revenues on a parity with the pledge thereof and lien thereon of the Corporation’s Airport Terminal Project Revenue Refunding Bonds, Series 2011A (the “Series 2011A Bonds”), currently outstanding in the aggregate principal amount of $5,135,000. Until the Deed of Trust Termination Date, the Series 2017 Bonds are also secured on a parity with the Series 2011A Bonds by an Amended and Restated Deed of Trust, Security Agreement and Financing Statement, on the Corporation’s leasehold interest in the Ground Leases between the County and the Corporation for the lease of the Project Site and on the Corporation’s fee interest on a portion of the Project Site. THE SERIES 2017 BONDS SHALL NOT BE A DEBT OR FINANCIAL OBLIGATION OF THE COUNTY, THE STATE OF COLORADO (THE “STATE”) OR ANY POLITICAL SUBDIVISION THEREOF WITHIN THE MEANING OF ANY PROVISION OR LIMITATION OF THE CONSTITUTION OR STATUTES OF THE STATE, AND SHALL NEVER CONSTITUTE NOR GIVE RISE TO A PECUNIARY LIABILITY OF THE COUNTY, THE STATE OR ANY POLITICAL SUBDIVISION THEREOF OR A CHARGE AGAINST THEIR GENERAL CREDIT OR TAXING POWERS. THE CORPORATION HAS NO TAXING POWER. The Series 2017 Bonds will be issued in fully registered form and registered initially in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York, the securities depository for the Series 2017 Bonds. Beneficial Ownership Interest in the Series 2017 Bonds, in non-certificated book-entry only form, may be purchased in minimum denominations of $5,000 and integral multiples thereof by or through participants in the DTC system. See “Appendix G—Book-Entry System.” Interest on the Series 2017 Bonds is payable on November 1, 2017, and on each May 1 and November 1 thereafter. See “THE SERIES 2017 BONDS—General.” Maturity Schedule On Inside Front Cover The Series 2017 Bonds are subject to redemption prior to maturity as described herein. See “THE SERIES 2017 BONDS—Redemption.” AN INVESTMENT IN THE SERIES 2017 BONDS INVOLVES RISKS AND MAY NOT BE SUITABLE FOR ALL INVESTORS. A PROSPECTIVE INVESTOR IS ADVISED TO READ THIS ENTIRE OFFICIAL STATEMENT PRIOR TO MAKING AN INVESTMENT IN THE SERIES 2017 BONDS, PARTICULARLY THE SECTION HEREOF TITLED “CERTAIN INVESTMENT CONSIDERATIONS.” The Series 2017 Bonds are offered when, as and if issued by the Corporation and received by the Underwriter, subject to prior sale, withdrawal or modification of the offer without notice, and subject to the delivery of the legal opinion of Ballard Spahr LLP, Denver, Colorado, as Bond Counsel to the Corporation. Ballard Spahr LLP has also acted as special counsel to the Corporation in connection with the preparation of this Official Statement. Certain legal matters will be passed upon for the County by Bryan Treu, Esq., County Attorney. Stradling Yocca Carlson & Rauth, P.C., Denver, Colorado, has served as counsel to the Underwriter in connection with the offer and sale of the Series 2017 Bonds. It is expected that initial delivery of the Series 2017 Bonds will be made through the facilities of DTC in New York, New York on or about _________, 2017. Th i s P r e l i m i n a r y O f f i c i a l S t a t e m e n t a n d t h e i n f o r m a t i o n c o n t a i n e d h e r e i n a r e s u b j e c t t o c o m p l e t i o n o r a m e n d m e n t . T h e s e s e c u r it i e s m a y n o t b e s o l d n o r m a y o f f e r s t o b u y b e a c c e p t e d pr i o r t o t h e t i m e t h e O f f i c i a l S t a t e m e n t is d e l i v e r e d i n f i n a l f o r m . U n d e r n o c i r c u m s t a n c e s s h a l l t h i s P r e l i m i n a r y O f f i c i a l S t a t e m e n t c o n s t i t u t e a n o f f e r t o s e l l o r a s o l i c i t a t i o n o f a n o f f e r t o b u y n o r s h a l l t h e r e b e a n y s a l e o f t h e s e s e c u r i t i e s i n a n y j ur i s d i c t i o n i n wh i c h s u c h o f f e r , s o l i c i t a t i o n o r s a l e w o u l d b e u n l a w f u l p r i o r t o r e g i s t r a t i o n o r q u a l i f i c a t i o n u n d e r t h e s e c u r i t i e s l a w s o f an y s u c h j u r i s d i c t i o n . DMWEST #16594819 v6 This Official Statement is dated _________, 2017 * Preliminary, subject to change. DMWEST #16594819 v6 MATURITY SCHEDULE $_____________* Airport Terminal Project Revenue Refunding Bonds, Series 2017A Year Principal Amount Interest Rate Yield CUSIP© Number $___________* Taxable Airport Terminal Project Revenue Refunding Bonds, Series 2017B Year Principal Amount Interest Rate Yield CUSIP© Number * Preliminary, subject to change. © A registered trademark of The American Bankers Association. CUSIP numbers are provided by CUSIP Global Services managed by Standard & Poor’s Capital IQ on behalf of The American Bankers Association. CUSIP numbers are provided for convenience of reference only. None of the Corporation, the Trustee, or the Underwriter assumes any responsibility for the accuracy of such numbers. DMWEST #16594819 v6 USE OF INFORMATION IN THIS OFFICIAL STATEMENT This Official Statement is provided in connection with the initial offering and sale of the Series 2017 Bonds and may not be reproduced or be used, in whole or in part, for any other purpose. The information contained in this Official Statement has been derived from information provided by the Corporation, the County, the Underwriter and other sources which are believed to be reliable, but the accuracy or completeness of such information is not guaranteed and such information is not to be construed to be a representation of the Corporation, the County or the Underwriter. The Underwriter has provided the following sentence for inclusion in this Official Statement. The Underwriter has reviewed the information in this Official Statement in accordance with, and as part of, its responsibilities to investors under the federal securities law as applied to the facts and circumstances of this transaction, but the Underwriter does not guarantee the accuracy or completeness of such information. The order and placement of materials in this Official Statement, including the appendices, are not to be deemed a determination of relevance, materiality or importance, and this Official Statement, including the appendices, must be considered in its entirety. The captions and headings in this Official Statement are for convenience only and in no way define, limit or describe the scope or intent, or affect the meaning or construction, of any provisions or sections of this Official Statement. The offering of the Series 2017 Bonds is made only by means of this entire Official Statement. No dealer, broker, salesman or other person has been authorized by the Corporation or the Underwriter to give information or to make any representations with respect to the Series 2017 Bonds, other than those contained in this Official Statement, and, if given or made, such other information or representations must not be relied upon as having been authorized by any of the foregoing. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the Series 2017 Bonds by any person in any jurisdiction in which it is unlawful for such person to make such offer, solicitation or sale. The information and expressions of opinion herein speak as of their date unless otherwise noted and are subject to change without notice. Neither the delivery of this Official Statement nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the parties referred to above since the date hereof. THE SERIES 2017 BONDS HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR BY THE SECURITIES REGULATORY AUTHORITY OF ANY STATE, NOR HAS THE COMMISSION OR ANY SUCH AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THIS OFFICIAL STATEMENT. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. THE CORPORATION IS NOT OBLIGATED TO REGISTER ANY RESALE OR OTHER TRANSFER OF THE SERIES 2017 BONDS UNDER THE ACT OR ANY STATE SECURITIES LAWS, OR TO COMPLY WITH THE EXEMPTIONS THEREFROM. ACCORDINGLY, PURCHASERS OF THE SERIES 2017 BONDS MAY BE REQUIRED TO BEAR THE RISK OF THEIR INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. DMWEST #16594819 v6 The prices at which the Series 2017 Bonds are offered to the public by the Underwriter (and the yields resulting therefrom) may vary from the initial public offering prices appearing on the inside of the cover page hereof. In addition, the Underwriter may allow concessions or discounts from such initial public offering prices to dealers and others. In connection with the offering of the Series 2017 Bonds, the Underwriter may effect transactions that stabilize or maintain the market price of the Series 2017 Bonds at a level above that which might otherwise prevail in the open market. Such stabilizing, if commenced, may be discontinued at any time. CAUTIONARY STATEMENTS REGARDING PROJECTIONS, ESTIMATES AND OTHER FORWARD LOOKING STATEMENTS IN THIS OFFICIAL STATEMENT This Official Statement, including but not limited to the material set forth in “INTRODUCTION,” “SOURCES AND USES OF FUNDS,” “SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2017 BONDS,” “OUTSTANDING OBLIGATIONS AND DEBT SERVICE SCHEDULE,” “CERTAIN INVESTMENT CONSIDERATIONS,” “AIRPORT AGREEMENTS,” “THE CORPORATION AND THE COUNTY,” and “THE AIRPORT,” contains statements relating to future results that are “forward looking statements.” When used in this Official Statement, the words “estimate,” “anticipate,” “forecast,” “project,” “intend,” “propose,” “plan,” “expect” and similar expressions identify forward looking statements. The achievement of certain results or other expectations contained in forward looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements described to be materially different from any future results, performance or achievements expressed or implied by the forward looking statements. The Corporation does not plan to issue any updates or revisions to those forward looking statements if or when its expectations or events, conditions or circumstances on which these statements are based occur. DMWEST #16594819 v6 EAGLE COUNTY AIR TERMINAL CORPORATION Board of Directors Jill Ryan1 Kathy Chandler Henry1 Jeanne McQueeney1 Bryan Treu Jill Klosterman Kip Turner Airport Consultant Leibowitz & Horton Airport Management Consultants, Inc. Greenwood Village, Colorado Bond and Disclosure Counsel Ballard Spahr LLP Denver, Colorado Trustee UMB Bank, National Association Denver, Colorado Underwriter RBC Capital Markets, LLC Denver, Colorado Underwriter’s Counsel Stradling Yocca Carlson & Rauth, P.C. Denver, Colorado 1 Members of the Eagle County Board of County Commissioners. DMWEST #16594819 v6 i TABLE OF CONTENTS INTRODUCTION ........................................................................ 1 General ..................................................................................................... 1 The Corporation ........................................................................................ 1 Purpose of the Series 2017 Bonds ............................................................. 2 Series 2017 Bonds .................................................................................... 2 Outstanding Parity Bonds ......................................................................... 4 Project....................................................................................................... 4 Terminal Building Leases ......................................................................... 6 Report of the Airport Consultant ............................................................... 7 Certain Investment Considerations............................................................ 7 Consent to the Amendment and Restatement of the Original Indenture ................................................................................................... 8 Availability of Continuing Information ..................................................... 8 Professionals Involved in the Offering ...................................................... 8 Forward Looking Statements .................................................................... 8 Additional Information ............................................................................. 9 THE SERIES 2017 BONDS ......................................................... 9 General ..................................................................................................... 9 Redemption............................................................................................. 10 SOURCES AND USES OF FUNDS .......................................... 14 General ................................................................................................... 14 The Series 2006B Refunding .................................................................. 14 SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2017 BONDS ....................................................... 15 Trust Estate and Pledge of Project Revenues .......................................... 15 Terminal Building Leases and Other Terminal Agreements Revenue .................................................................................................. 16 PFC Revenue .......................................................................................... 17 Deed of Trust .......................................................................................... 21 Rate Maintenance Covenant ................................................................... 22 Debt Service Reserve Fund ..................................................................... 23 Flow of Funds ......................................................................................... 23 Additional Bonds .................................................................................... 25 Limited Liability ..................................................................................... 25 OUTSTANDING OBLIGATIONS AND DEBT SERVICE SCHEDULE ............................................................. 26 Outstanding Bonds .................................................................................. 26 Debt Service Requirements ..................................................................... 26 CERTAIN INVESTMENT CONSIDERATIONS ................... 27 Dependence on Levels of Airline Traffic and Activity ............................ 27 Susceptibility to Recession and Other Economic Trends ........................ 28 Dependence on Recreation and Tourism ................................................. 28 Financial Condition of the Airlines; Industry Consolidation ................... 29 Cost, Availability and Price Volatility of Aviation Fuel .......................... 30 Air Travel Security, Public Health and Natural Disasters Concerns ................................................................................................. 30 Pilot Shortage ......................................................................................... 30 Regulations and Restrictions Affecting the Airport ................................. 31 Availability of Federal Funding .............................................................. 31 Terminal Building Leases ....................................................................... 32 Effect of Bankruptcy on Terminal Building Leases ................................ 33 Availability of PFC Revenue; PFC Backstop Payments .......................... 33 Deed of Trust Termination Date ............................................................. 34 Parking Facilities Sublease, De-Icing Facility Sublease and Road Improvements Lease; Annual Appropriation Risk ......................... 35 Assumptions in the Report of the Airport Consultant .............................. 35 Construction of Terminal Expansion Project ........................................... 36 Competition ............................................................................................ 37 Employee Retention ................................................................................ 37 Enforceability of Remedies ..................................................................... 37 Liquidation of Security May Not Be Sufficient in the Event of a Default .................................................................................................... 38 Financial Condition of the Corporation ................................................... 38 Uncertainty of Continued Collective Marketing Efforts .......................... 38 Additional Debt ...................................................................................... 39 Failure to Maintain Enterprise Status ...................................................... 39 AIRPORT AGREEMENTS ...................................................... 40 Terminal Building Leases ....................................................................... 40 Other Terminal Building Revenues ......................................................... 42 Parking Facilities Sublease ..................................................................... 44 De-Icing Facility Sublease ...................................................................... 45 Road Improvements Lease ...................................................................... 45 AIRLINE INFORMATION ...................................................... 46 THE PROJECT ......................................................................... 47 Terminal Building Project and the Terminal Expansion Project .............. 47 2006 Project ............................................................................................ 48 The Design-Build Contract for the Terminal Expansion Project; Consulting Engineer ............................................................................... 48 Ground Leases ........................................................................................ 50 The Project Agreements .......................................................................... 51 The Terminal Building Management Agreement .................................... 51 THE CORPORATION AND THE COUNTY ......................... 52 The Corporation ...................................................................................... 52 The County ............................................................................................. 53 County Government and Management .................................................... 53 County Insurance Coverage .................................................................... 55 Legal Matters Affecting the County ........................................................ 56 THE AIRPORT ......................................................................... 57 Airport Facilities ..................................................................................... 57 Airport Management ............................................................................... 59 Service Area ........................................................................................... 60 Airport Master Plan and Capital Improvements Effecting Terminal Building ................................................................................... 60 FINANCIAL INFORMATION ................................................ 61 General ................................................................................................... 61 Historical Financial Operations ............................................................... 61 Historical Debt Service Coverage ........................................................... 63 Management Discussion of Financial Information .................................. 63 Airport Operations .................................................................................. 64 Terminal Building Concessions .............................................................. 66 Federal Grants......................................................................................... 67 REPORT OF THE AIRPORT CONSULTANT ..................... 68 STATE CONSTITUTIONAL AMENDMENT ....................... 69 VERIFICATION AGENT ........................................................ 69 LITIGATION............................................................................. 69 CONSENT TO THE INDENTURE ......................................... 70 RATING ..................................................................................... 70 UNDERWRITING .................................................................... 70 TAX MATTERS ........................................................................ 71 Federal Law ............................................................................................ 71 State of Colorado Law ............................................................................ 72 Changes in Federal and State Tax Law ................................................... 72 LEGAL MATTERS ................................................................... 72 CONTINUING DISCLOSURE UNDERTAKING ................. 73 INDEPENDENT AUDITORS .................................................. 74 ADDITIONAL MATTERS ....................................................... 74 OFFICIAL STATEMENT CERTIFICATION ....................... 75 APPENDIX A — AIRPORT CONSULTANT REPORT APPENDIX B — ECONOMIC AND DEMOGRAPHIC INFORMATION REGARDING EAGLE COUNTY APPENDIX C — AUDITED FINANCIAL STATEMENTS OF THE EAGLE COUNTY AIR TERMINAL CORPORATION FOR THE FISCAL YEARS ENDED DECEMBER 31, 2016 AND 2015 APPENDIX D — FORM OF THE INDENTURE APPENDIX E — TEXT OF OPINION OF BOND COUNSEL APPENDIX F — FORM OF CONTINUING DISCLOSURE AGREEMENT APPENDIX G — BOOK-ENTRY SYSTEM DMWEST #16594819 v6 REGIONAL MAP Eagle County DMWEST #16594819 v6 MAP OF EAGLE COUNTY Eagle County Regional Airport DMWEST #16594819 v6 OFFICIAL STATEMENT Relating to $___________* EAGLE COUNTY AIR TERMINAL CORPORATION $__________* $___________* Airport Terminal Project Airport Terminal Project Revenue Refunding Bonds, Revenue Improvement Bonds, Series 2017A Series 2017B The descriptions and summaries of various documents herein set forth do not purport to be comprehensive or definitive, and reference is made to each document for the complete details of all terms and conditions. All statements herein regarding any such document are qualified in their entirety by reference to such document. See “APPENDIX D—FORM OF THE INDENTURE” for definitions of certain words and terms used herein which are not otherwise defined herein. INTRODUCTION This introduction is not a summary of this Official Statement. It is only a summary description of and guide to, and is qualified by, more complete and detailed information contained in the entire Official Statement, including the cover page and appendices hereto and the documents summarized or described herein. A full review should be made of the entire Official Statement. The offering of Series 2017 Bonds to potential investors is made only by means of the entire Official Statement. General The purpose of this Official Statement, which includes the cover page, table of contents, and appendices, is to provide certain information concerning the sale and delivery by Eagle County Air Terminal Corporation (the “Corporation”) of its Airport Terminal Project Revenue Refunding Bonds, Series 2017A (the “Series 2017A Bonds”) and its Airport Terminal Project Revenue Improvement Bonds, Series 2017B (the “Series 2017B Bonds” and collectively with the Series 2017A Bonds, the “Series 2017 Bonds”). The Corporation The Corporation is a Colorado nonprofit corporation, organized in April 1996 under the Nonprofit Corporation Law of the State of Colorado, with the powers to, among other things, promote and assist in carrying out the provision of airport services by Eagle County, Colorado (the “County”). See “THE CORPORATION AND THE COUNTY.” * Preliminary, subject to change. DMWEST #16594819 v6 2 Purpose of the Series 2017 Bonds The Series 2017A Bonds are being issued to: (a) currently refund all of the Corporation’s Airport Terminal Project Revenue Improvement Bonds, Series 2006B, outstanding in the aggregate principal amount of $1,565,000 (the “Series 2006B Bonds”), (b) fund a portion of the Debt Service Reserve Fund for the Series 2017 Bonds, and (c) finance a portion of the costs of issuance, as described herein. The Series 2017B Bonds are being issued to: (a) finance the costs of the acquisition and construction of real and personal property, buildings and improvements, including all other work in connection therewith, relating to the Terminal Expansion Project, (b) fund a portion of the Debt Service Reserve Fund for the Series 2017 Bonds, and (c) finance a portion of the costs of issuance, as described herein. See “SOURCES AND USES OF FUNDS.” Series 2017 Bonds The Series 2017 Bonds will be issued under an Amended and Restated Trust Indenture dated as of _______ 1, 2017 (the “Indenture”), by and between the Corporation and UMB Bank, National Association, as trustee (the “Trustee”). The Series 2017 Bonds are also being issued in accordance with Revenue Ruling 63-20, 1963 C.B. 24 and its successor provisions, Revenue Procedure 82-26 and Sections 103 and 141-150 of the Internal Revenue Code of 1986, as amended, and are to be issued on behalf of the County by the Corporation. The Series 2017 Bonds are secured by a pledge and lien on Project Revenues (as defined herein) on a parity with the pledge thereof and lien thereon of the Series 2011A Bonds (as defined herein) and any Additional Bonds issued on parity with the Series 2017 Bonds and the Series 2011A Bonds pursuant to the terms of the Indenture. For purposes of this Official Statement, “Bonds” shall mean the Series 2017 Bonds, the Series 2011A Bonds and any Additional Bonds, and the term “Additional Bonds” shall mean any additional bonds issued under the Indenture which are secured by and payable from any part of the Net Revenues (as defined herein), but does not include any Special Facilities Bonds or Subordinate Bonds (both as defined in Appendix D). See “APPENDIX D—FORM OF THE INDENTURE.” Project Revenues include, but are not limited to: (a) all revenues earned or received by the Corporation from the use or operation of the Project, including, without limitation, amounts payable by each of American Airlines, Inc. (“American”), United Air Lines, Inc. (“United”), and Delta Air Lines, Inc., (“Delta”) pursuant to the Terminal Building Leases (as defined in “— Terminal Building Leases” below) with the Corporation and rental amounts, if any, paid by the County to the Corporation pursuant to a Parking Facilities Sublease, the De-Icing Facility Sublease and the Road Improvements Lease (each as defined herein); (b) with respect to PFC Eligible Bonds (as defined herein), Passenger Facility Charges (as defined below) collected with respect to the Project; (c) Net Loss Proceeds from insurance or condemnation awards; and (d) interest or profits from the investment of certain funds under the Indenture. The County’s obligations to make lease payments under the Parking Facilities Sublease, De-Icing Facility Sublease and Road Improvements Lease are subject to annual appropriation by the Board of County Commissioners of the County (the “County Board”) and are further subject to other limitations. See “SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2017 BONDS,” “CERTAIN INVESTMENT CONSIDERATIONS,” and “AIRPORT AGREEMENTS.” DMWEST #16594819 v6 3 The Indenture defines “PFC Eligible Bonds” as the Series 2011A Bonds, the Series 2017A Bonds and any other series of Bonds issued for projects approved by the Federal Aviation Administration (the “FAA”) for funding with the PFC Revenue and which the Corporation, by resolution of the Board of Directors, designated to be PFC Eligible Bonds. For purposes of this Official Statement, “Passenger Facility Charges” or “PFCs” means charges authorized by the FAA to be imposed by the County on enplaning passengers at the Airport, pursuant to the authority granted by the Aviation Safety and Capacity Expansion Act of 1990 (P.L. 101-508) and 14 CFR Part 158, as each amended from time to time (collectively, the “PFC Act”). “PFC Revenue” is defined in the Indenture to mean (i) with respect to the Series 2011A Bonds and the Series 2017A Bonds, revenue derived from passenger facility charges imposed and used for the Project under authority from the FAA pursuant to the PFC Act (net of amounts that collecting air carriers are entitled to retain for collecting, handling and remitting such Passenger Facility Charge revenues), together with any interest earnings thereon, and any PFC Backstop Payments and (ii) with respect to any other series of PFC Eligible Bonds, that portion of revenue derived from passenger facility charges imposed and used for the Project under authority from the FAA pursuant to the PFC Rule that the Corporation, by a supplemental indenture or a resolution of the Board of Directors, designates to be pledged to the PFC Eligible Bonds, together with any interest earnings thereon, and any PFC Backstop Payments. Pursuant to the Project Agreements (defined herein), the County has agreed to collect the PFC Revenue on behalf of the Corporation and covenanted to take any action or avoid taking any action as is necessary to maintain the existing FAA approvals of the use of the revenue from PFCs generated at the Airport for the Project. See “SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2017 BONDS—PFC Revenue” and “THE PROJECT—The Project Agreements.” PFC Backstop Payments are amounts that are payable by the Signatory Airlines under the Terminal Building Leases, up to an annual maximum of $450,000, in the event the PFC Revenue is not sufficient to pay that portion of the annual debt service on the PFC Eligible Bonds that is eligible to be paid with PFCs (i.e. principal on the Series 2011A Bonds and principal and interest on the Series 2017A Bonds). See “AIRPORT AGREEMENTS—Terminal Building Leases—PFC Backstop Payments.” The County does not anticipate applying to the FAA to approve the imposition and use of PFCs to finance the Terminal Expansion Project. Accordingly, PFC Revenue (including the PFC Backstop Payments) will not be pledged to pay the Series 2017B Bonds the proceeds of which will be used to finance the Terminal Expansion Project. The County may at any time apply to the FAA for the authority to collect and use PFCs for any other Airport related projects which are eligible to be financed with PFCs (such as, for example, runway improvements), but which do not constitute part of the Project. Any PFCs which may be approved by the FAA to be collected and used to finance eligible Airport-related projects which do not constitute part of the Project are not pledged to pay the Bonds. Until the Deed of Trust Termination Date (as defined below), the Series 2017 Bonds will also be secured by a pledge of the Corporation’s: (i) leasehold interest in the Project Site (as defined herein) leased under the Ground Leases (as defined herein) and (ii) fee simple interest on the Road Improvements Site (as defined below), in each case, pursuant to an Amended and Restated Deed of Trust, Security Agreement and Financing Statement to be dated on or prior to the date of issuance of the Series 2017 Bonds (the “Deed of Trust”) from the Corporation for the benefit of the Trustee. The Indenture generally defines the “Deed of Trust Termination Date” DMWEST #16594819 v6 4 as the date on which the Deed of Trust is fully released and discharged in accordance with the terms of the Indenture, which will be no earlier than the date on which the Series 2011A Bonds are paid in full (either upon final maturity, prior redemption, or otherwise) and are no longer Outstanding pursuant to the terms of the Indenture. The Series 2011A Bonds mature on May 1, 2027, but are subject to optional redemption on any date on or after May 1, 2021. See “Project” below and “SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2017 BONDS— Deed of Trust.” The Indenture imposes certain restrictions on the actions of the Corporation for the benefit of all owners of the Series 2017 Bonds including, among other things, restrictions on liens on the Project (except for Permitted Encumbrances), restrictions on the incurrence of additional indebtedness and provisions governing the maintenance and management of the Project. In the Project Agreements, described below, the County has covenanted to accept, and the Corporation has covenanted to transfer to the County, title to the Project after all principal and interest coming due on the Bonds has been paid or provision for payment therefor has been made. See “THE PROJECT—The Project Agreements.” THE SERIES 2017 BONDS SHALL NOT BE A DEBT OR FINANCIAL OBLIGATION OF THE COUNTY, THE STATE OF COLORADO (THE “STATE”) OR ANY POLITICAL SUBDIVISION THEREOF WITHIN THE MEANING OF ANY PROVISION OR LIMITATION OF THE CONSTITUTION OR STATUTES OF THE STATE, AND SHALL NEVER CONSTITUTE NOR GIVE RISE TO A PECUNIARY LIABILITY OF THE COUNTY, THE STATE OR ANY POLITICAL SUBDIVISION THEREOF OR A CHARGE AGAINST THEIR GENERAL CREDIT OR TAXING POWERS. THE CORPORATION HAS NO TAXING POWER. Outstanding Parity Bonds The Corporation previously issued $7,250,000 in aggregate principal amount of its Airport Terminal Project Revenue Refunding Bonds, Series 2011A (the “Series 2011A Bonds”), currently outstanding in the aggregate principal amount of $5,135,000. The Series 2011A Bonds are secured by the Trust Estate on parity with the Series 2017 Bonds, subject to certain limitations set forth in the Indenture and except that the PFC Revenue are not pledged to pay the Series 2017B Bonds. See “SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2017 BONDS” and “OUTSTANDING OBLIGATIONS AND DEBT SERVICE SCHEDULE.” The Corporation may issue Additional Bonds at any time upon compliance with certain requirements of the Indenture. See “SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2017 BONDS—Additional Bonds.” Project Since 1996, the Corporation has issued bonds in order to finance costs incurred in connection with the acquisition, construction and improvement of Eagle County Regional Airport Terminal Building (the “Terminal Building”) and related parking and other improvements (collectively, the “Terminal Building Project”) located at the Eagle County Regional Airport (the “Airport”). The real property on which the Terminal Building Project is located (the “Terminal Building Site”) is owned by the County and is located within the DMWEST #16594819 v6 5 boundaries of the Airport. The Terminal Building Site has been leased by the County to the Corporation pursuant to a Second Restated Ground Lease effective June 1, 1996, as amended and supplemented (the “Terminal Building Ground Lease”). The Terminal Building Project is operated by the Corporation pursuant to a Project Agreement dated as of June 1, 1996, as amended and supplemented (the “Terminal Building Project Agreement”) between the County and the Corporation. See “THE PROJECT —The Project Agreements.” Proceeds of the Series 2017B Bonds will be used to finance a portion of the costs relating to the redesign, renovation and expansion of the eastern portion of the existing Terminal Building, as well as the creation of temporary facilities to accommodate concessionaires and other Airport services during such expansion (the “Terminal Expansion Project”). The Terminal Expansion Project would increase the current square footage of the Terminal Building from approximately 91,000 square feet to approximately 141,000 square feet and the expanded eastern portion of the Terminal Building is expected to contain approximately 6 gates, passenger holding rooms, restrooms, support services, security space and concessionaire space. The Corporation entered into a design-build contract (the “DB Contract”) with Hensel Phelps Construction Co. as the design-builder of the Terminal Expansion Project (the “Design- Builder”), and retained Menendez Architects pc as the consulting engineer for the Terminal Expansion Project. See “THE PROJECT—Terminal Expansion Project.” The DB Contract provides for a guaranteed maximum price of $29,145,837 (“GMP”). The Corporation currently estimates that the Terminal Expansion Project will cost approximately $33,000,000, including the GMP, costs to be paid directly by the Corporation and a contingency amount. Costs of the Terminal Expansion Project not paid with proceeds of the Series 2017B Bonds are expected to be paid from amounts on deposit in the Capital Fund (other than the Minimum Capital Fund Balance). As of August 15, 2017, $6,667,317 was on deposit in the Capital Fund, including the Minimum Capital Fund Balance of $346,000. See “THE PROJECT—The Design-Build Contract for the Terminal Expansion Project” and “APPENDIX D—FORM OF THE INDENTURE—Capital Fund.” Proceeds of the Series 2017A Bonds will be used to currently refund the Series 2006B Bonds that were issued to finance the costs of a de-icing facility located within the boundaries of the Airport, certain road improvements to serve the Airport and certain improvements to the Terminal Building. The County and the Corporation entered into a Ground Lease dated as of June 1, 2006, as amended (the “De-Icing Facility Ground Lease” and together with the Terminal Building Ground Lease, the “Ground Leases”), pursuant to which the County leased to the Corporation the real property on which the de-icing facility is located (the “De-Icing Facility Site” and collectively with the Terminal Building Site, the “Project Site”) to the Corporation. The De-Icing Facility Site and the improvements constructed thereon were subleased by the Corporation to the County pursuant to the De-Icing Facility Sublease dated as of June 1, 2006, as supplemented (the “De-Icing Facility Sublease”), and are operated by the County. In addition, the Corporation used a portion of the Series 2006B Bonds to acquire approximately 2.0-acre site (the “Road Improvement Site”) which was used in connection with the realignment and other improvements of the Airport access roads. The Corporation leased the Road Improvement Site to the County under the Road Improvements Lease dated April 30, 2007, as supplemented (the “Road Improvements Lease”). Pursuant to the Deed of Trust, until the Deed of Trust Termination Date, the Corporation granted its right and title in and to the Road DMWEST #16594819 v6 6 Improvement Site for the benefit of the Trustee as additional security for the Series 2011A Bonds and the Series 2017 Bonds. In addition, revenues of the Corporation from the De-Icing Facility Sublease and the Road Improvements Lease are pledged to pay the Series 2011A Bonds and the Series 2017 Bonds, as more particularly described under “AIRPORT AGREEMENTS—De-Icing Facility Sublease” and “—Road Improvements Lease.” In addition, the Corporation and the County entered into a 2006 Project Agreement, dated as of June 1, 2006, as supplemented (the “De-Icing Facility/Road Improvements Project Agreement” and collectively with the Terminal Building Project Agreement, the “Project Agreements”) between the County and the Corporation, which grants certain rights to the County with respect to the improvements financed with the Series 2006B Bonds. See “THE PROJECT—Project Agreements.” The projects financed with the proceeds of the Series 2006B Bonds are referred to herein as the “2006 Project” and together with the Terminal Building Project and the Terminal Expansion Project are collectively referred to herein as the “Project.” See “THE PROJECT” for further information on the Project and “THE AIRPORT” for further information on the Airport. Terminal Building Leases The Corporation has entered into leases, on substantially identical terms, with American, United, and Delta for the use and lease of space in the Terminal Building (collectively, the “Terminal Building Leases”). Such airlines and any other airline that enters into a lease of space in the Terminal Building Project are referred to herein collectively as the “Signatory Airlines” and individually as the “Signatory Airline.” The Terminal Building Leases provide for rental payments as well as PFC Backstop Payments in the event that PFCs expected to be collected at the Airport are insufficient to pay that portion of the annual debt service on the PFC Eligible Bonds that is eligible to be paid with the PFC Revenue (i.e. principal on the Series 2011A Bonds and principal and interest on the Series 2017A Bonds). In such event, the Total Rent Amount due from the Signatory Airlines may be increased (proportionately based on enplanements) to include an amount (the “PFC Backstop Payment”) equal to "the deficiency in collected PFCs necessary for payment of that portion of the total annual debt service due on the Bonds that would have been eligible for PFC funding under the Airport’s PFC application approved by the FAA”; provided, however, that the PFC Backstop Payment collectively paid by the Signatory Airlines may not exceed $450,000 annually. The Terminal Building Leases generally define “Bonds” as debt of the Corporation issued to finance projects for the construction, expansion, improvement or preservation of the Terminal Building and related facilities and services. Because the Series 2017B Bonds are not PFC Eligible Bonds, they are not secured by the PFC Backstop Payments. Under the current Terminal Building Leases, at the end of each Fiscal Year the Corporation is required to refund to the Signatory Airlines fifty percent (50%) of any net Concession Revenues (as defined in “AIRPORT AGREEMENTS—Terminal Building Leases”), subject to a yearly maximum. The current Terminal Building Leases with the Signatory Airlines expire on December 31, 2018, unless either the Corporation or a Signatory Airline exercises its right to terminate DMWEST #16594819 v6 7 sooner. Any Signatory Airline that is not in default under its Terminal Building Lease may terminate its Terminal Building Lease by notifying the Corporation in writing during the five business days preceding April 1 or September 1 of each year, and if the Corporation is in default, at any time upon 30 days’ prior written notice. Prior to the expiration of the current Terminal Building Leases on December 31, 2018, the Corporation intends to negotiate extensions or enter into new leases with the Signatory Airlines. The Report of the Airport Consultant (both as defined herein) assumes that for purposes of financial projections contained therein, the Signatory Airlines will extend their Terminal Building Leases through the end of the projection period with agreement provisions and rental amount requirements that are substantially similar to the current Terminal Building Leases. See "Report of the Airport Consultant" below and “AIRPORT AGREEMENTS—Terminal Building Leases” for a more detailed discussion of the Terminal Building Leases and “CERTAIN INVESTMENT CONSIDERATIONS—Terminal Building Leases.” The Corporation is not aware of any current defaults under the Terminal Building Leases or that any Signatory Airline plans to terminate its Terminal Building Lease prior to the expiration of its current term. Report of the Airport Consultant Leibowitz & Horton Airport Management Consultants, Inc. (the “Airport Consultant”) has been retained by the Corporation as the Airport Consultant. The Report of the Airport Consultant dated August 14, 2017 (the “Report”), prepared in connection with the issuance of the Series 2017 Bonds, is set out in APPENDIX A hereto and should be read in its entirety for an understanding of the assumptions and rationale underlying the financial forecasts contained therein. See “REPORT OF THE AIRPORT CONSULTANT” for additional information about the Report and “— Forward-Looking Statements” below. The Report of the Airport Consultant is based on a number of assumptions and projections as discussed in “REPORT OF THE AIRPORT CONSULTANT,” “CERTAIN INVESTMENT CONSIDERATIONS—Assumptions in the Report of the Airport Consultant,” and “APPENDIX A—REPORT OF THE AIRPORT CONSULTANT.” The Report is based on preliminary estimated information and will not be updated to reflect the final terms of the Series 2017 Bonds. The Report has been included herein in reliance upon the knowledge and experience of the Airport Consultant. As noted in the Report, any forecast is subject to uncertainties; therefore, there are likely to be differences between forecasts and actual results, and those differences may be material. Certain Investment Considerations The purchase and ownership of the Series 2017 Bonds involves certain investment risks. Prospective purchasers should read this Official Statement in its entirety, including all appendices hereto, particularly the section titled “CERTAIN INVESTMENT CONSIDERATIONS,” to obtain information essential to the making of an informed investment decision. See “CERTAIN INVESTMENT CONSIDERATIONS” herein and “—Forward-Looking Statements” below. DMWEST #16594819 v6 8 Consent to the Amendment and Restatement of the Original Indenture The purchasers of the Series 2017 Bonds are deemed to have consented to the amendment and restatement of the Original Indenture pursuant to the terms of the Indenture as of the date of issuance of the Series 2017 Bonds by virtue of their purchase of the Series 2017 Bonds and their consent is counted in full toward the satisfaction of the 66 2/3% prior consent required under the Original Indenture. See “CONSENT TO INDENTURE.” Availability of Continuing Information Upon delivery of the Series 2017 Bonds, the Corporation and the Trustee, as dissemination agent, will execute a Continuing Disclosure Agreement, pursuant to which the Corporation will agree, for the benefit of the owners of the Series 2017 Bonds, to file notices of certain enumerated events and such ongoing information regarding the Corporation as described in “CONTINUING DISCLOSURE” herein. A form of the Continuing Disclosure Agreement is attached hereto as “APPENDIX F—FORM OF CONTINUING DISCLOSURE AGREEMENT.” Professionals Involved in the Offering UMB Bank, National Association, Denver, Colorado will act as Trustee under the Indenture. At the time of issuance and sale of the Series 2017 Bonds, Ballard Spahr LLP, as Bond Counsel to the Corporation, will deliver the opinion discussed under “TAX MATTERS,” the substantially final text of which is attached hereto as APPENDIX E. Ballard Spahr LLP has also acted as special counsel to the Corporation in connection with the preparation of this Official Statement. Certain legal matters will be passed upon for the County by Bryan Treu, Esq., County Attorney. Stradling Yocca Carlson & Rauth, P.C., Denver, Colorado, has served as counsel to the Underwriter in connection with the offer and sale of the Series 2017 Bonds. See “LEGAL MATTERS.” The Report of the Airport Consultant is included in APPENDIX A. Certain mathematical computations regarding the Refunding Agreement, defined herein, will be verified by Causey Demgen & Moore, Inc. See “SOURCES AND USES OF FUNDS— The Series 2006B Refunding.” The financial statements of the Corporation for the Fiscal Years ended December 31, 2016 and 2015 audited by McMahan and Associates, LLC, Avon, Colorado are included in APPENDIX C hereto. See also “INDEPENDENT AUDITORS” and APPENDIX C hereto. Forward Looking Statements This Official Statement, including but not limited to the material set forth under the captions “INTRODUCTION,” “SOURCES AND USES OF FUNDS,” “SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2017 BONDS,” “OUTSTANDING OBLIGATIONS AND DEBT SERVICE SCHEDULE,” “CERTAIN INVESTMENT CONSIDERATIONS,” “AIRPORT AGREEMENTS,” “THE CORPORATION AND THE COUNTY,” and “THE AIRPORT,” as well as in APPENDIX A hereto, contains statements relating to future results that are “forward looking statements.” When used in this Official Statement, the words “estimate,” “anticipate,” “forecast,” “project,” “intend,” “propose,” “plan,” “expect” and similar expressions identify forward looking statements. The achievement of DMWEST #16594819 v6 9 certain results or other expectations contained in forward looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements described to be materially different from any future results, performance or achievements expressed or implied by the forward looking statements. The Corporation does not plan to issue any updates or revisions to those forward looking statements if or when its expectations or events, conditions or circumstances on which these statements are based occur. Additional Information The descriptions of the Series 2017 Bonds, the Indenture, the Deed of Trust, the Terminal Building Leases, the Project Agreements, the Ground Leases, the Parking Facilities Sublease, the De-Icing Facility Sublease and Road Improvements Lease and other documents described in the body of this Official Statement do not purport to be definitive or comprehensive, and all references to those documents are qualified in their entirety by reference to the approved form of those documents, which documents, to the extent not included as appendices to this Official Statement, may be obtained from the Corporation at 500 Broadway, P.O. Box 850, Eagle, Colorado 81631, Attention: Bryan Treu, County Attorney, and from the Underwriter at RBC Capital Markets, LLC Dan O’Connell, telephone (303) 595-1222. Information contained herein has been obtained from officers, employees and records of the Corporation, the County and the Underwriter and from other sources believed to be reliable. The information herein is subject to change without notice, and neither the delivery of this Official Statement nor any sale made hereunder shall under any circumstances, create any implication that there has been no change in the affairs of the Corporation since the date hereof. This Official Statement is not to be construed as a contract or agreement between the Corporation or the Underwriter and purchasers or owners of any of the Series 2017 Bonds. THE SERIES 2017 BONDS General The Series 2017 Bonds will bear interest at the respective rates per annum and mature in the amounts and at the times set forth on the inside cover page of this Official Statement. Interest on the Series 2017 Bonds will be computed on the basis of a 360-day year of twelve 30- day months. The Series 2017 Bonds will be issued only in fully-registered form in denominations of $5,000 and integral multiples thereof (the “Authorized Denominations”), and registered initially in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”), which will serve as Securities Depository for the Series 2017 Bonds. See “APPENDIX D—FORM OF THE INDENTURE.” Unless the book-entry system for the Series 2017 Bonds is discontinued, prospective purchasers will acquire beneficial ownership interests in the offered Series 2017 Bonds, in Authorized Denominations, but will not receive Series 2017 Bond certificates representing such ownership interests. So long as Cede & Co. is the registered owner of the Series 2017 Bonds, payments of principal and interest on the Series 2017 Bonds will be made directly to DTC by the Trustee on behalf of the Corporation, and DTC will, in turn, remit such payments to DTC Participants (as defined in Appendix G) for subsequent disbursement to the Beneficial Owners of the Series 2017 Bonds. Disbursement of such payments to DTC Participants is the responsibility of DTC and DMWEST #16594819 v6 10 disbursement of such payments to the Beneficial Owners is the responsibility of DTC’s Direct Participants (as defined in Appendix G) and Indirect Participants, as more fully described in “APPENDIX G—BOOK-ENTRY SYSTEM.” Each Series 2017 Bond bears interest payable on May 1 and November 1 in each year, commencing November 1, 2017. Each Series 2017 Bond will be dated as of the date of its authentication, and bear interest from each Interest Payment Date to which interest has been paid with respect such Series 2017 Bond next preceding the date of authentication, (i) unless the date of authentication is an Interest Payment Date to which interest has been paid, in which case such Series 2017 Bond will be dated and bear interest from the date of authentication, or (ii) unless authenticated after a Record Date, in which case from such Interest Payment Date or (iii) unless such Series 2017 Bond is authenticated prior to the first Interest Payment Date for such Series 2017 Bond, in which case such Series 2017 Bond will bear interest from the “Original Date” of such series as shown on the specimen Series 2017 Bond or as otherwise provided in the Indenture. Interest accrued and unpaid on any Series 2017 Bond on the applicable due date will bear interest at the rate on such Series 2017 Bond until paid in full. Interest on the Series 2017 Bonds is payable in lawful money of the United States of America by check mailed by first-class mail, postage prepaid, on each interest payment date to the registered owner as of the close of the business on the fifteenth day of the calendar month immediately preceding such interest payment date (whether or not the fifteenth day is a business day) (the “Record Date”); provided, however, that any registered owner of $1,000,000 or more of the principal amount of the Series 2017 Bonds may, at any time prior to a Record Date, give to the Trustee written instructions for payment of such interest on each succeeding interest payment date by wire transfer. The principal on the Series 2017 Bonds and premium, if any, thereon are payable when due upon presentation thereof at the principal office of the Trustee in lawful money of the United States of America. See “APPENDIX D— FORM OF THE INDENTURE.” Neither the Corporation nor the Trustee shall have any responsibility or obligation to any Securities Depository, any Participant in the Book-Entry System or the Beneficial Owners with respect to the accuracy of any records maintained by the Securities Depository or any Participant; (ii) the payment by the Securities Depository or by any Participant of any amount due to any Beneficial Owner in respect of the principal amount (including premium) or redemption, or interest on, any Series 2017 Bonds; (iii) the delivery of any notice by the Securities Depository or any Participant; (iv) the selection of the Beneficial Owners to receive payment in the event of any partial redemption of the Series 2017 Bonds; or (v) any other action taken by the Securities Depository or any Participant in connection with the Series 2017 Bonds. Redemption The Series 2017 Bonds are subject to redemption as described below. Optional Redemption. The Series 2017A Bonds shall not be subject to redemption prior to maturity at the option of the Corporation. DMWEST #16594819 v6 11 The Series 2017B Bonds maturing on or after May 1, 20__, are subject to redemption prior to maturity, at the option of the Corporation, in whole or in part on any date on or after May 1, 20__, and if in part, by lot in inverse order of maturity within a series of Bonds, from any source of available funds, at the redemption price equal to the principal amount being redeemed, without premium, plus interest accrued to the redemption date. Mandatory Sinking Fund Redemption. The Series 2017A Bonds maturing on May 1, 20__, are subject to mandatory sinking fund redemption in part by lot, on May 1, 20__, and on each May 1 thereafter until and including May 1, 20__, pursuant to the provisions of the Indenture, at 100% of the principal amount thereof, plus interest accrued to the redemption date, from mandatory sinking fund payments which are required to be made as set forth below: Redemption Date (May 1) Principal Amount * Stated maturity. At the option of the Corporation and pursuant to the special redemption features of the Series 2017 Bonds described in “—Special Redemption” below the principal amounts of the Series 2017A Bonds maturing May 1, 20__ and May 1, 20__ required to be redeemed pursuant to mandatory sinking fund payments may be reduced by the principal amount of Series 2017A Bonds maturing May 1, 20__ and May 1, 20__, respectively, which have been redeemed by Special Redemption or delivered to the Trustee for cancellation or which shall have been otherwise retired no less than forty-five (45) days before the sinking fund redemption date (otherwise than through the operation of the sinking fund payments), such reductions to be made in inverse chronological order of the respective sinking fund requirements set forth above. The Series 2017A Bonds maturing on May 1, 20__, are subject to mandatory sinking fund redemption in part by lot, on May 1, 20__, and on each May 1 thereafter until and including May 1, 20__ pursuant to the provisions of the Indenture, at 100% of the principal amount thereof, plus interest accrued to the redemption date, from mandatory sinking fund payments which are required to be made as set forth below: Redemption Date (May 1) Principal Amount *Stated maturity. DMWEST #16594819 v6 12 At the option of the Corporation and pursuant to the special redemption features of the Series 2017 Bonds described in “—Special Redemption” below the principal amounts of the Series 2017A Bonds maturing May 1, 20__ and May 1, 20__ required to be redeemed pursuant to mandatory sinking fund payments may be reduced by the principal amount of Series 2017A Bonds maturing May 1, 20__ and May 1, 20__, respectively, which have been redeemed by Special Redemption or delivered to the Trustee for cancellation or which shall have been otherwise retired no less than forty-five (45) days before the sinking fund redemption date (otherwise than through the operation of the sinking fund payments), such reductions to be made in inverse chronological order of the respective sinking fund requirements set forth above. The Series 2017B Bonds maturing on May 1, 20__, are subject to mandatory sinking fund redemption in part by lot, on May 1, 20__, and on each May 1 thereafter until and including May 1, 20__ pursuant to the provisions of the Indenture, at 100% of the principal amount thereof, plus interest accrued to the redemption date, from mandatory sinking fund payments which are required to be made as set forth below: Redemption Date (May 1) Principal Amount *Stated maturity. At the option of the Corporation and pursuant to the special redemption features of the Series 2017 Bonds described in “—Special Redemption” below the principal amounts of the Series 2017B Bonds maturing May 1, 20__ and May 1, 20__ required to be redeemed pursuant to mandatory sinking fund payments may be reduced by the principal amount of Series 2017B Bonds maturing May 1, 20__ and May 1, 20__, respectively, which have been redeemed by Special Redemption or delivered to the Trustee for cancellation or which shall have been otherwise retired no less than forty-five (45) days before the sinking fund redemption date (otherwise than through the operation of the sinking fund payments), such reductions to be made in inverse chronological order of the respective sinking fund requirements set forth above. Extraordinary Mandatory Redemption. The Series 2017 Bonds are subject to mandatory redemption prior to maturity in whole or in part and if in part by lot, on any date at a redemption price equal to 100% of the principal amount thereof, plus interest accrued to the redemption date, if one or more of the following events shall have occurred: (a) substantially all of the Project is damaged or destroyed resulting in net insurance proceeds, following which the Corporation shall have elected not to restore the Project as provided in the Indenture; or DMWEST #16594819 v6 13 (b) condemnation or taking of substantially all of the Project, resulting in a net condemnation award, following which the Corporation shall have elected not to restore the Project as provided in the Indenture. Special Redemption. The Series 2017 Bonds are subject to special redemption (the “Special Redemption”) as follows: (a) The Series 2017A Bonds are subject to Special Redemption prior to maturity in whole on May 1 of each year at a redemption price equal to the principal amount thereof to be redeemed plus interest accrued to the redemption date if, on the preceding March 20 of such year, amounts on deposit in the PFC Account of the Bond Fund, in the aggregate, are sufficient to redeem and pay in full the principal amount of all Outstanding PFC Eligible Bonds (which, upon issuance of the Series 2017 Bonds will consist of the Series 2011A Bonds and the Series 2017A Bonds), provided that (i) interest on the PFC Eligible Bonds so redeemed which are not also PFC Interest Eligible Bonds shall be paid from the Interest Account of the Bond Fund and (ii) following the occurrence of the PFC Increase Date, moneys in the PFC Account available for such redemption shall not include amounts that are directed by the Corporation in writing to be held in the PFC Account for potential release to the County on the next May 31 if certain financial covenants and other conditions contained in the Indenture are met. See “SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2017 BONDS – PFC Revenue – PFC Increase Date” for a description of when the PFC Revenue may be released to the County from the PFC Account following the PFC Increase Date. (b) The Series 2017 Bonds are subject to Special Redemption prior to maturity at the option of the Corporation in whole on any interest payment date, when the amounts on deposit in the Capital Fund together with amounts on deposit in the Bond Fund (other than the PFC Account), the Debt Service Reserve Fund and the Operations and Maintenance Reserve Account are sufficient to pay the principal of and interest on all Outstanding Bonds; provided that the amounts on deposit in such Funds used for such Special Redemption shall only be Project Revenues. (c) Any such Special Redemption is to be made at a redemption price equal to 100% of the principal amount thereof, plus interest accrued to the redemption date. Selection of Series 2017 Bonds for Redemption. Unless otherwise provided in the Indenture, in the event that less than all of the Outstanding Series 2017 Bonds are to be redeemed, the Series 2017 Bonds to be redeemed shall be selected by series and by lot by the Trustee, in such manner as the Trustee shall deem fair and reasonable. The Bonds shall be redeemed only in integral multiples of $5,000. In case a Series 2017 Bond is of a denomination larger than the Authorized Denomination, a portion of such Series 2017 Bond may be redeemed but only in the principal amount of $5,000 or any integral multiple thereof, except for the final remaining maturity amount of the Series 2017 Bonds, which may be in an amount less than $5,000. Notice of Redemption. Notice of the call for any redemption identifying the Series 2017 Bonds to be redeemed shall be given by the Trustee by first class mail, postage prepaid, to the DMWEST #16594819 v6 14 Owners of Series 2017 Bonds to be redeemed at their registered addresses, not more than 60 nor less than 30 days prior to the redemption date, provided that so long as the Series 2017 Bonds are held by DTC or any other Depository, such notice may be given by electronic means in lieu of mailed notice. Failure to give notice in the manner prescribed in the Indenture with respect to any Series 2017 Bond, or any defect in such notice, shall not affect the validity of the proceedings for redemption for any Series 2017 Bond with respect to which notice was properly given. If at the time of mailing of notice of an optional redemption there shall not have been deposited with the Trustee moneys sufficient to redeem all of the Series 2017 Bonds called for redemption, such notice may state that it is conditional, that is, subject to the deposit of the redemption moneys with the Trustee on the scheduled redemption date, and such notice shall be of no effect unless such moneys are so deposited; provided, however, that if such conditional notice of redemption is given with respect to the redemption of the Series 2011A Bonds, then such notice will not have any effect unless such moneys are deposited with the Trustee not later than the opening of business five Business Days prior to the date fixed for redemption. SOURCES AND USES OF FUNDS General The following table sets forth the sources and uses of funds for the Series 2017 Bonds. Sources Series 2017A Bonds Series 2017B Bonds Principal Amount of the Series 2017 Bonds Original Issuer Premium Total Sources Uses Deposit to the Construction Fund Deposit to the Redemption Fund1 Deposit to the Debt Service Reserve Fund Costs of Issuance1 Total Uses 1 Includes the Underwriter’s discount, fees of the Trustee, Bond Counsel and special counsel, Underwriter’s Counsel, the Airport Consultant, the Verification Agent (defined below), rating agency’s fees, title policy premium, and certain miscellaneous fees and expenses. See “UNDERWRITING.” The Series 2006B Refunding A portion of the proceeds of the Series 2017A Bonds, together with amounts with respect to the Series 2006B Bonds on deposit in the Debt Service Reserve Fund, will be deposited into the Redemption Fund held by the Trustee pursuant to Refunding Agreement (as defined below) DMWEST #16594819 v6 15 to redeem the Series 2006B Bonds, currently outstanding in the aggregate principal amount of $1,565,000. Under a Refunding Agreement dated as of ________ 1, 2017, relating to the Series 2006B Bonds (the “Refunding Agreement”), the Trustee will use such amount (which will be held uninvested) to pay the principal of and accrued interest on all the Series 2006B Bonds being redeemed to the date set for redemption, which the Corporation expects to be _______, 2017. The sufficiency of such amounts will be verified by Causey Demgen & Moore, Inc. (the “Verification Agent”). See “VERIFICATION AGENT.” SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2017 BONDS Trust Estate and Pledge of Project Revenues The Series 2017 Bonds are being issued under and secured by the Indenture, pursuant to which the Corporation will grant, assign and transfer a security interest in, and pledge and set over to the Trustee, in trust for the benefit of the holders of the Series 2017 Bonds, the Trust Estate. The Series 2017 Bonds are to have a senior lien on and security interest in the Trust Estate on parity with the Series 2011A Bonds (subject to the limitations provided in the Indenture) and subject to any future Additional Bonds issued on a parity lien basis with the Series 2017 Bonds. See “—Additional Bonds” below. The Trust Estate includes (a) all right, title and interest of the Corporation in the Project Revenues, (b) all funds and accounts held by the Trustee pursuant to the Indenture (other than any such amounts held in the Excess Investment Earnings Fund and the Subordinate Bond Fund established pursuant to the Indenture), (c) all right, title and interest of the Corporation in the Ground Leases, the Project Agreements, and the Terminal Agreements, (d) until the Deed of Trust Termination Date, interests in real and personal property granted under the Deed of Trust, and (e) to the extent not otherwise within the scope of (a), (b) and (c), all accounts, general intangibles, contract rights, documents, chattel paper and instruments (all as defined in Article 9 of the Colorado Uniform Commercial Code), equipment, inventory, choses in action, goodwill, leases, licenses, software programs, accounting and bookkeeping records related to the Project, together with proceeds of the foregoing. Amounts held in the Excess Investment Earnings Fund and the Subordinate Bond Fund are not part of the Trust Estate pledged to secure the Series 2017 Bonds and consequently will not be available to make payments on the Series 2017 Bonds. See “APPENDIX D—FORM OF THE INDENTURE” for a further description of such funds and accounts. Project Revenues include (a) all revenues, income, receipts, proceeds and moneys actually received by the Corporation in any period from the Terminal Building Leases, the rental car concession and lease agreements and any other Terminal Agreements, including the Parking Facilities Sublease, the De-Icing Facility Lease and the Road Improvements Lease or otherwise (other than Ancillary Income and proceeds of borrowing and interest earned thereon if and to the extent such proceeds and interest are required to be excluded by the terms of the borrowing), if any, from rates, fees, tolls, rentals and charges or any combination thereof for the services or privileges furnished by, with or from the use of the Project; (b) with respect to the PFC Eligible Bonds, PFC Revenue; (c) Net Loss Proceeds; and (d) all income or other gain, if any, from any investment of Project Revenues. DMWEST #16594819 v6 16 Project Revenues do not include: (i) revenue of the Corporation derived from any Bond proceeds and other moneys (including interest) required to be credited to the Construction Fund or the Debt Service Reserve Fund; (ii) any rentals or the revenue, grants, appropriations, or gifts derived by the Corporation directly or indirectly from the United States; (iii) except as otherwise provided in the Indenture, any revenue derived from any Special Facilities other than ground rentals paid to the Corporation relating to such Special Facilities and any moneys paid to the Corporation in lieu of such ground rentals; and (iv) any moneys (including interest) in any escrow or similar account pledged to the payment of any obligations therein specified. For a description of certain Project Revenues see “AIRPORT AGREEMENTS” and “FINANCIAL INFORMATION.” See also “CERTAIN INVESTMENT CONSIDERATIONS—Terminal Building Leases; — Parking Facilities Sublease, De-Icing Facility Sublease and Road Improvements Lease; Annual Appropriation Risk” for a discussion of the risks associated with the Terminal Building Leases and certain other agreements with the County and the County’s right not to appropriate rental payments thereunder. The Indenture provides that the Corporation is required to make payments to the Trustee in amounts sufficient to pay the principal of, premium, if any, and interest on the Series 2017 Bonds when due. Pursuant to the Indenture, all Project Revenues (other than PFC Revenue) are to be deposited into the Revenue Fund to be established, maintained and held in trust for the benefit of the Bondholders by the Trustee. PFC Revenue is to be deposited directly in the PFC Account of the Bond Fund and held in trust for the benefit of the Bondholders who own the PFC Eligible Bonds, which, after the Series 2017 Bonds are issued, will consist of the Series 2011A Bonds and the Series 2017A Bonds. PFC Revenue are pledged to pay principal on the Series 2017A Bonds, the Series 2011A Bonds, and any other PFC Eligible Bonds and to pay interest on the Series 2017A Bonds and other PFC Interest Eligible Bonds, as defined herein. See “PFC Revenue—Pledge of PFC Revenue to Pay Interest on Bonds” under this caption. Following the occurrence of the PFC Increase Date, a portion of the PFC Revenue may be released to the County on any May 31 upon direction from the Corporation if certain conditions of the Indenture described in “PFC Revenue – PFC Increase Date” under this caption are met. For an explanation of the application of moneys in the Revenue Fund and the other funds and accounts established under the Indenture, see “—Flow of Funds” below and “APPENDIX D—FORM OF THE INDENTURE.” Terminal Building Leases and Other Terminal Agreements Revenue Project Revenues include all revenues, fees, rents and charges received by the Corporation under the Terminal Building Leases, the rental car concession, lease agreements and any other Terminal Agreements, including the Parking Facilities Sublease, the De-Icing Facility Lease and the Road Improvements Lease. The largest component of this revenue sources is the annual rent paid by the Signatory Airlines under their Terminal Building Leases for use of the Terminal Building. For additional information about the Terminal Building Leases and rental amounts received under those leases as well as from other commercial airlines utilizing the Airport, see “AIRPORT AGREEMENTS—Terminal Building Leases” and “FINANCIAL INFORMATION—Historical Financial Operations.” For additional information on other Terminal Agreements and revenues received thereunder, see “AIRPORT AGREEMENTS— DMWEST #16594819 v6 17 Other Terminal Building Revenue; —Parking Facilities Sublease; —De-Icing Facility Sublease; —Road Improvements Lease.” PFC Revenue Passenger Facility Charge; Limitation on PFCs Pledged to Pay the Bonds. The PFC Act currently allows public agencies controlling certain commercial service airports (those with regularly scheduled service and enplaning 2,500 or more passengers annually) to charge each enplaning passenger using the airport a $1.00, $2.00, $3.00, $4.00 or $4.50 facility charge, referred to as a PFC. Public agencies wishing to impose and use these PFCs must apply to the FAA for such authority and meet certain requirements indicated in the legislation and regulations issued by the FAA. Regardless of the number of PFC applications which have been approved by the FAA, under current law, an airport can only collect a maximum of $4.50 on each enplaning passenger (less $0.11 administrative fee per enplanement retained by the collecting airline). The purpose of the charge is to develop additional capital funding sources to provide for the expansion of the national airport system. The proceeds from PFCs must be used to finance eligible airport-related projects that preserve or enhance safety, capacity or security of the national air transportation system, reduce or mitigate noise from an airport that is part of such system, or furnish opportunities for enhanced competition between or among air carriers. Since 1993, the County has submitted several applications with the FAA to impose and use PFCs on each enplaning passenger at the Airport. The FAA approved these applications thereby allowing the County to collect a $4.50 PFC to finance Terminal Building Project, the 2006 Project. The FAA has approved applications which, in the aggregate, authorize the County to collect $22,869,216 of PFCs (the “PFC Authorized Amount”). As of June 30, 2017, a total of $12,497,987 of PFCs (including interest earned on the unused balance of the total PFC Authorization Amount) has been collected, with the remaining balance of $10,371,229. All of the unused balance of the PFC Authorization Amount relates to the applications approved by the FAA to impose and use PFCs to finance the costs of the Project (excluding the Terminal Expansion Project). See “THE PROJECT.” The County does not anticipate applying to the FAA to approve the imposition and use of PFCs to finance the Terminal Expansion Project. Accordingly, PFC Revenue will not be pledged to pay the Series 2017B Bonds. Furthermore, the Indenture provides that with respect to any Bonds designated by the Corporation to be PFC Eligible Bonds in the future, the Corporation may determine the amount of revenue derived from PFCs that will be pledged to pay such PFC Eligible Bonds, meaning that not all revenues derived from the PFCs approved to finance the costs of the Project may be pledged. The County may at any time apply to the FAA for the authority to collect and use PFCs for any other Airport related projects which are eligible to be financed with PFCs (such as, for example, runway improvements) but which do not constitute part of the Project. Any PFCs which may be approved by the FAA to be collected and used to finance eligible Airport-related projects which do not constitute part of the Project will not be pledged to pay the Bonds. Authority to collect PFCs extends until May 1, 2036. However, such authorization to collect PFCs could expire earlier if the total PFC Authorized Amount is collected prior to May 1, 2036. With current annual collections (including interest earned on the unused balance), the DMWEST #16594819 v6 18 estimated expiration of collection authority occurs on July 1, 2037. If the amounts authorized to be collected have not been collected by the stated expiration date of May 1, 2036, the County is expected to request the FAA to extend the stated expiration date, however, no assurances can be given that the authorization to collect the PFCs will be extended. See “CERTAIN INVESTMENT CONSIDERATIONS—Availability of PFC Revenue.” If the PFC Increase Date occurs (as described and defined in “—Potential Release of a Portion of the PFC Revenue After the PFC Increase Date” below), it is likely that the collection of the PFC Revenue will accelerate, which would result in the Corporation collecting the total remaining PFC Authorized Amount (which, as of June 30, 2017, equals approximately $10,371,229) earlier then the currently scheduled expiration date of May 1, 2036. Furthermore, any PFC Revenue which is not used to pay principal on the PFC Eligible Bonds and interest on the PFC Interest Eligible Bonds and which, following the PFC Increase Date, are not directed by the Corporation to remain on deposit in the PFC Account for a potential release to the County pursuant to the Indenture, will remain on deposit in the PFC Account of the Bond Fund and will be used for Special Redemption of the PFC Eligible Bonds as described under “THE SERIES 2017 BONDS – Redemption – Special Redemption.” Pledge of PFC Revenue to Pay Principal on the PFC Eligible Bonds. Under the Indenture, PFCs imposed and used for the Project are included in the Project Revenues (with respect to the PFC Eligible Bonds only) and are required to be credited to the PFC Account maintained by the Trustee in the Bond Fund. The Series 2017B Bonds are not payable from PFC Revenue because the Terminal Expansion Project has not been approved by the FAA as eligible for payment from the PFCs and it is not currently anticipated that the County will apply to the FAA for such approval. Pledge of PFC Revenue to Pay Interest on PFC Interest Eligible Bonds. In January 2007, the FAA approved the County’s application to collect PFCs in the amount of $5,581,125 (which, for the avoidance of doubt, is included in the PFC Authorized Amount discussed above) and to utilize such PFCs to finance the 2006 Project, certain financing costs and interest portion of the Series 2006B Bonds. Prior to that application, the County did not include in its PFC applications to the FAA interest component of the bonds issued to finance eligible airport-related projects. Accordingly, under the Indenture, because the Series 2017A Bonds are being issued to refund the Series 2006B Bonds (and refinance the costs incurred in connection with the 2006 Project), PFC Revenue is pledged to pay interest only on the Series 2017A Bonds and such other Bonds issued under the Indenture if the proceeds of such Bonds were used to finance a project the interest portion of which may be paid with PFCs pursuant to an FAA approval (the “PFC Interest Eligible Bonds”). Upon the issuance and delivery of the Series 2017 Bonds, only the Series 2017A Bonds will constitute PFC Interest Eligible Bonds. However, the County may at any time file a new application with the FAA requesting the ability to impose and use PFCs to pay for interest component of PFC-eligible airport-related projects financed with the proceeds of the Bonds or any Additional Bonds; however, the County does not currently plan to file such an application. Potential Release of a Portion of the PFC Revenue After the PFC Increase Date. If the Congress increases the PFC rate above the current rate of $4.50 per each enplaning passenger DMWEST #16594819 v6 19 and the PFC Increase Date (as defined below) occurs, the Trustee will be authorized pursuant to the Indenture to release to the County a portion of PFC Revenue in any Fiscal Year in which the Corporation meets certain debt service coverage ratio requirements and certain other conditions set forth in the Indenture, as described below. The Indenture defines the “PFC Increase Date” as the date of issuance by the FAA of a Final Agency Decision with respect to all then-existing open PFC applications (authorizing collection of PFCs and use thereof for the costs of the Project) permitting collection of PFCs at a level higher than $4.50 per enplaning passenger. In late July of 2017, the Senate Appropriations Committee approved the fiscal year 2018 annual appropriations bill for the U.S. Department of Transportation which is expected to be considered sometimes in September of 2017. This bill increases the PFC rate to $8.50 per enplaning passenger. However, the Federal Aviation Administration Reauthorization Act of 2017 (S.B. 1405) introduced in Congress earlier this year does not include such an increase. Neither the Corporation nor the County can anticipate whether the PFC rate will be increased pursuant to these bills or similar legislation. Pursuant to the Indenture, after the occurrence of the PFC Increase Date, if between May 2 and May 31 of any Fiscal Year the Trustee receives from the Corporation a PFC Release Certificate, it may release to the County a portion of the PFC Revenue on deposit in the PFC Account on May 31 of the same Fiscal Year. “PFC Release Certificate” is defined in the Indenture as a written certificate signed by the President of the Corporation certifying that (i) as of the date of such certificate, no Event of Default has occurred and is continuing under the Indenture and, to his or her knowledge there is no event, act or occurrence which, with the giving of notice or the lapse of time (or both), would become an Event of Default, and (ii) based on the Corporation’s Accountant’s calculation made within thirty (30) days from the date of the PFC Release Certificate, each of the Historic Debt Service Coverage Ratio and Projected Debt Service Coverage Ratio is at least 1.50 and attaching such calculation signed by the Accountant. “Historic Debt Service Coverage Ratio” means, as of any date of calculation, the ratio derived by dividing (a) the Net Revenues for the immediately preceding Fiscal Year, less any Excess PFC Revenue for such year, by (b) the Debt Service due in such Fiscal Year. “Projected Debt Service Coverage Ratio” means, as of any date of calculation, the ratio derived by dividing (a) the aggregate Project Revenues deposited with the Trustee as of the date of calculation and projected to be deposited with the Trustee during the remaining portion of the then current Fiscal Year less the Operations and Maintenance Expenses actually paid by the Trustee as of the date of calculation and budgeted to be paid during then current Fiscal Year by (b) the Debt Service coming due in such Fiscal Year, less that portion of the Debt Service that is permitted to be paid from the PFC Revenue in such Fiscal Year. For purposes of determining the Project Revenues not yet deposited with the Trustee and Operations and Maintenance Expenses not yet paid as of the date of calculation, the Indenture requires the Corporation to use its budget for the applicable Fiscal Year adopted by its board of directors (as such budget may be revised from time to time pursuant to the procedures established by the Corporation), provided that for purposes of this definition, the Project Revenues, Operations and Maintenance Expenses and the amount of the aggregate Debt Service are to be calculated in accordance with the Indenture. DMWEST #16594819 v6 20 “Excess PFC Revenue” means, with respect to each Fiscal Year, the difference, if any, between the amount of PFC Revenue deposited with the Trustee during such year and that portion of Debt Service due in such year with respect to the PFC Eligible Bonds that is eligible to be paid from the PFC Revenue. As described above, the portion of Debt Service that is eligible to be paid from the PFC Revenue will, upon issuance of the Series 2017 Bonds, consist of the principal on the Series 2011A Bonds and the Series 2017A Bonds and interest on the Series 2017A Bonds. The Indenture provides that if no Series 2011A Bonds and the Series 2017A Bonds are outstanding, the foregoing provisions relating to the release of the PFC Revenue after the PFC Increase Date will not apply because the Corporation will be able to determine the amount of the PFC Revenue that will be pledged to pay any Bonds which the Corporation designates in the future as PFC Eligible Bonds. Availability of PFC Revenue and Termination of Authority to Impose a Passenger Facility Charge. The amount of PFC Revenue expected to be received is less than the original principal amount of the Series 2011A Bonds and the Series 2017A Bonds. The actual amount of PFC Revenue received each Fiscal Year will vary depending on the number of qualifying passenger enplanements at the Airport. See Table 2 under “FINANCIAL INFORMATION— Historical Financial Operations” for data on the PFC Revenue collected in the last five Fiscal Years. No assurance can be given that the amount of PFC Revenue will continue at the levels achieved in such prior Fiscal Years or at the levels assumed in the Report of the Airport Consultant. Further, the FAA may terminate the County’s authority to impose the PFC, subject to informal and formal procedural safeguards, as described below. The County has covenanted in the Project Agreements that the County will take any action or avoid taking any action as is necessary in order to obtain and maintain the FAA approval of the use of PFC Revenue generated at the Airport for the Project and to comply with all valid and applicable federal laws and regulations pertaining thereto necessary to maintain the PFC. However, no assurance can be given that the County’s authority to impose the PFCs, nor the Corporation’s use of such PFCs, will not be terminated by Congress or the FAA, that the PFC program will not be modified or restricted by Congress or the FAA so as to reduce PFC Revenue available to the Corporation. Furthermore, if the PFC Increase Date occurs, it is possible that the collection of the PFC Revenue will accelerate, which would result in the Corporation collecting the total remaining PFC Authorized Amount earlier than the currently scheduled expiration date of May 1, 2036. See “—Passenger Facility Charge; Limitation on PFCs Pledged to Pay the Bonds” above under this caption. In addition, the Signatory Airlines have agreed in the current Terminal Building Leases to make PFC Backstop Payments in the event PFC Revenue expected to be collected at the Airport are insufficient to pay that portion of debt service on the PFC Eligible Bonds that is eligible to be paid with the PFCs (i.e. principal on the Series 2011A Bonds and principal and interest on the Series 2017A Bonds). See “AIRPORT AGREEMENTS—Terminal Building Leases – PFC Backstop Payments.” As of July 1, 2017, no PFC Backstop Payment had been required to be made by the Signatory Airlines. If the Corporation enters into new Terminal Building Leases with the Signatory Airlines, such Leases may or may not contain provisions relating to PFC Backstop Payment. DMWEST #16594819 v6 21 The County’s authority to impose, collect and have the Corporation use the PFC Revenue for the Project may be terminated if (i) the FAA determines that the PFC Revenue is excessive or cannot determine that such revenue is being used for approved projects in accordance with the FAA approval granted to the County to impose and collect PFCs or with the PFC Act, or if project implementation does not commence within the time period specified in the PFC Act or (ii) the County otherwise violates the PFC Act or regulations. The County’s authority to impose the PFC may also be terminated if the FAA determines the County is in violation of certain provisions of the Airport Noise and Capacity Act of 1990, as amended (the “Noise Act”) and its implementing regulations relating to the implementation of noise and access restrictions for certain types of aircraft. The FAA termination provisions provide a variety of procedural safeguards, including an informal resolution procedure before commencement of proceedings to terminate the County’s authority to impose a PFC, which the FAA may commence only if the FAA determines that informal resolution is not successful. In addition, termination proceedings include a period of time to allow the County to correct any defect the FAA has identified or to attempt to work out a compromise with the FAA that will allow the PFC revenue stream to continue uninterrupted. The regulations under the Noise Act also contain procedural safeguards to ensure that the County’s authority to impose a PFC would not be summarily terminated. Most significantly, the County can under any circumstance prevent termination of its PFC authority by suspending the effectiveness of any noise or access restriction in question until the legal sufficiency of the restriction and its impact on the County’s PFC authority has been determined. Finally, if the FAA determines that revenue derived from a PFC is excessive or is not being used in accordance with the PFC Act, the Administrator may set off such amounts as may be necessary to ensure compliance with the PFC Act against federal grants otherwise payable to the County or the Corporation under the Airport and Airway Improvement Act of 1982. If any approval in connection with the Corporation’s authority to use the PFCs for the Project is withdrawn or terminated, the FAA could terminate the County’s authority to impose the PFC for the Project. Neither the County nor the Corporation has received any notice from the FAA raising issues relating to the County’s authority to impose and collect the PFC. Deed of Trust Until the Deed of Trust Termination Date, the Series 2017 Bonds will also be secured, on parity with the Series 2011A Bonds, by a pledge of the Corporation’s leasehold interest pursuant to the Deed of Trust in the Project Site leased under the Ground Leases (consisting of the Terminal Building Ground Lease and the De-Icing Facility Ground Lease), together with all improvements thereon, and the Corporation’s right, title and interest in and to the Road Improvement Site, together with all improvements thereon. Pursuant to the Ground Leases, the Corporation is leasing the Project Site from the County for lease amounts determined pursuant to formulas set forth therein. The Terminal Building Ground Lease expires on December 31, 2045 but is required to be terminated earlier in the event all Bonds issued under the Indenture to finance Terminal Building Project and related additions, including the Terminal Expansion Project, have been defeased. The De-Icing Facility Ground Lease expires on December 31, 2031, but is required to be terminated earlier in the event the Series 2017A Bonds have been DMWEST #16594819 v6 22 defeased. See “THE PROJECT – The Ground Leases.” The Indenture generally defines the “Deed of Trust Termination Date” as the date on which the Deed of Trust is fully released and discharged as evidenced by a recorded copy of an executed Request for Full Release of Deed of Trust and Release, which may not occur earlier than the date on which the Series 2011A Bonds are no longer Outstanding pursuant to the terms of the Indenture. Rate Maintenance Covenant Under the terms of the Indenture, the Corporation has covenanted at all times to fix, revise, charge and collect rentals, rates, fees and other charges for the use of the Project in order that in each Fiscal Year the Project Revenues (net of the Excess PFC Revenue and certain Net Loss Proceeds) will at all times be at least sufficient to provide for: (i) the payment of Operation and Maintenance Expenses and the aggregate Debt Service for the Fiscal Year, plus (ii) the larger of either: (A) the amounts needed for making the required cash deposits in the Fiscal Year to the credit of the Debt Service Reserve Fund, the Subordinate Bond Fund, the Operation and Maintenance Reserve Account and to the Capital Fund to maintain the Minimum Capital Fund Balance; or (B) an amount not less than 30% of the aggregate Debt Service for the Fiscal Year; provided that in calculating the amount required under this subparagraph (ii)(B): (i) Other Available Funds may be used and taken into account, (ii) management fees paid under any management agreement with the Project Manager and Ground Lease payments may be excluded from the calculation of the Operation and Maintenance Expenses, and (iii) in the event Additional Bonds are issued to finance the purchase, acquisition, construction, equipping, alteration or improvement of the FBO Terminal, the amount required under this subparagraph (ii)(B) will be 20% of aggregate Debt Service for the Fiscal Year, starting with the Fiscal Year in which such Additional Bonds are issued. “Debt Service” excludes, for each calculation period, amounts which are irrevocably committed to make such payments during such period, including without limitation any amounts in any escrow account and capitalized interest account. “Other Available Funds” includes, for each Fiscal Year, the amounts, if any, that the Corporation determined appropriate to transfer from the Capital Fund to the Revenue Fund; provided that the Minimal Capital Fund Balance (which is the amount of $346,000) or portion thereof available in the Capital Fund is to be considered as Other Available Funds without transfer to the Revenue Fund. See “—Flow of Funds” below. The Corporation has also covenanted that if the Project Revenues (net of the Excess PFC Revenue and certain Net Loss Proceeds) in any Fiscal Year, together with any Other Available Funds, are less than the amounts specified above, upon the receipt of the audit report for the DMWEST #16594819 v6 23 Fiscal Year, it will request the Airport Consultant to make recommendations as to the revision of the schedule of rentals, rates, fees and charges; and upon receiving such recommendations or giving reasonable opportunity for such recommendations to be made, the Corporation, on the basis of such recommendations and other available information and to the extent legal to do so, will revise the schedule of rentals, rates, fees and charges for the use of the Project, as may be necessary to produce Project Revenues as required. See Section 5.03 in “APPENDIX D—FORM OF THE INDENTURE.” If the Corporation complies with the provisions described in the paragraph above, no Event of Default resulting from the failure to meet the rate maintenance covenant occurs under the Indenture, even though the Project Revenues (net of the Excess PFC Revenue and certain Net Loss Proceeds), together with any Other Available Funds, are not actually sufficient to provide funds in the amounts required for such Fiscal Year. All such rentals, rates, fees and other charges for the use of the Project are required to be reasonable in relation to the cost of providing, operating and maintaining the particular portion of the Project and the services furnished by such portion. See Table 2 under “FINANCIAL INFORMATION—Historical Financial Operations” for actual debt service coverage achieved by the Corporation in Fiscal Years 2012 through 2016. Debt Service Reserve Fund The Indenture establishes the Debt Service Reserve Fund for the Series 2011A Bonds, the Series 2017 Bonds and any Additional Bonds. Upon the issuance of the Series 2017 Bonds, the aggregate Debt Service Reserve Fund Requirement for the Series 2011A Bonds and the Series 2017 Bonds will be $___________* and will be satisfied by applying amounts already on deposit in the Debt Service Reserve Fund as of the date of issuance of the Series 2017 Bonds, as well as $_________* from the proceeds of the Series 2017 Bonds. In the event any moneys in the Debt Service Reserve Fund are transferred to pay principal of or interest on the Series 2011A Bonds and Series 2017 Bonds by making up a deficiency in the Bond Fund pursuant to the provisions of the Indenture, the Corporation must replenish the Debt Service Reserve Fund to the Debt Service Reserve Fund Requirement, as described under the “—Flow of Funds” below. The Corporation may at any time deposit a Credit Facility in the Debt Service Reserve Fund in full or partial payment of the Debt Service Reserve Fund Requirement, payable on any date on which moneys are required to be withdrawn from the Debt Service Reserve Fund, as more fully described in the Indenture. See “APPENDIX D—FORM OF THE INDENTURE” for additional information regarding the Debt Service Reserve Fund. Flow of Funds The application of Project Revenues of the Corporation is governed by the Indenture. The Trustee is required to deposit all Project Revenues and the interest earned on certain funds and accounts established thereunder as and when received into the Revenue Fund, except that all PFC Revenue shall be deposited directly into the PFC Account in the Bond Fund. See “APPENDIX D—FORM OF THE INDENTURE” for provisions relating to such funds and DMWEST #16594819 v6 24 accounts under the Indenture. Moneys deposited from time to time in the Revenue Fund (whether from deposits or from funds remaining after application of funds for the prior month) shall be applied by the Trustee, to the extent available, to the following purposes and in the order of priority established, as follows: first, on each May 1, to the Excess Investment Earnings Fund, in an amount equal to any deposits required to be made therein pursuant to the Indenture; second, to the Operating Fund, on the first day of each calendar month, until the amount deposited therein shall equal 110% of the budgeted and invoiced Operation and Maintenance Expenses for such month (excluding any management fees paid under any management agreement with the Project Manager and ground lease payments, subject to the Indenture provisions (as certified by the Corporation to the Trustee)), plus all fees and charges of the Trustee, the Airport Consultant, Bond Counsel and certain other professionals; third, to the Interest Account, on October 1, 2017, the full amount of interest due on the Bonds on the next Interest Payment Date, and on the first day of each calendar month thereafter, the Monthly Payment in respect of interest payable on the Bonds on the next succeeding Interest Payment Date; fourth, to the Principal Account, (i) on October 1, 2017, the full amount of principal coming due on the Series 2017A Bonds maturing on November 1, 2017; (ii) on the first day of each calendar month thereafter, the Monthly Payment in respect of principal payable on the Bonds on the next succeeding May 1, whether as a result of maturity or scheduled mandatory redemption; fifth, to the Debt Service Reserve Fund, on the first day of each calendar month, an amount, if any, necessary for the amount on deposit therein to equal then applicable Debt Service Reserve Fund Requirement; provided however, that if a deficiency in the Debt Service Reserve Fund occurred as a result of a draw thereon, then the monthly deposit shall be made in such amount as would fund such deficiency in full over a period of 12 consecutive months from the date of the draw; sixth, to the Capital Fund, on the first day of each calendar month, an amount, if any, necessary for the amount on deposit therein to equal the Minimum Capital Fund Balance; seventh, on each May 2, provided all deposits under clauses “first” through “sixth” above have been made in the required amounts, to the Operating Fund to pay any management fees under any management agreement with the Project Manager and payments under the Ground Leases, in each case, due in the then current Fiscal Year; eighth, to the Operation and Maintenance Reserve Account in the Operating Fund, on the first day of each calendar month, an amount, if any, necessary for the amount on deposit therein to equal the Minimum Operation and Maintenance Reserve; DMWEST #16594819 v6 25 ninth, to the Subordinate Bond Fund, on the first day of each calendar month, such amounts as may be required to pay any Subordinate Bonds, including reasonable reserves therefor; tenth, to the County, on the first day of each calendar month, in satisfaction of amounts due the County as a result of the exercise of its option to cure any default under the Indenture; and eleventh, to the Capital Fund, on each May 2, the amount remaining in the Revenue Fund. The payments set forth above shall be cumulative in nature and, to the extent not paid from moneys in the Revenue Fund, shall constitute a continuing, cumulative and primary obligation against such Revenue Fund in each succeeding month until paid. Additional Bonds The liens and security interests created by the Indenture are for the equal and ratable benefit of all Bonds, including the Series 2011A Bonds and Series 2017 Bonds, issued under the Indenture. At the time of issuance of the Series 2017 Bonds, there will be no other Bonds outstanding other than the Series 2011A Bonds and the Corporation does not presently intend to issue any Additional Bonds in the immediately foreseeable future. Nevertheless, the Corporation is permitted to issue Additional Bonds on a parity with the Series 2011A Bonds and Series 2017 Bonds at any time upon compliance with certain requirements of the Indenture. See “APPENDIX D—SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE—Issue of Additional Bonds; Refunding Bonds; Special Facilities Bonds; Special Facilities Leases; No Prejudicial Competition—Additional Bonds.” Limited Liability The Series 2017 Bonds are nonrecourse obligations of the Corporation secured only by the Trust Estate and the Deed of Trust (until the Deed of Trust Termination Date), subject to the terms and provisions of the Indenture and the Project Agreements. No revenues of the County from the operation of the Airport or any other source are pledged as security for the Series 2017 Bonds. The obligations of the County to make payments under the Parking Facilities Sublease, the De-Icing Facility Sublease and the Road Improvements Lease are subject to the annual appropriation of such amounts by the County, and do not constitute an obligation of the County to levy taxes. Financial information concerning the County has not been included in this Official Statement. A copy of the County’s audited financial statement may be obtained from the County’s website at http://www.eaglecounty.us. None of the contents of such website are deemed incorporated into this Official Statement by this reference. See “CERTAIN INVESTMENT CONSIDERATIONS—Parking Facilities Sublease, De-Icing Facility Sublease and Road Improvements Lease; Annual Appropriation Risk.” THE SERIES 2017 BONDS SHALL NOT BE A DEBT OR FINANCIAL OBLIGATION OF THE COUNTY, THE STATE OR ANY POLITICAL SUBDIVISION THEREOF WITHIN THE MEANING OF ANY PROVISION OR LIMITATION OF THE DMWEST #16594819 v6 26 CONSTITUTION OR STATUTES OF THE STATE, AND SHALL NEVER CONSTITUTE NOR GIVE RISE TO A PECUNIARY LIABILITY OF THE COUNTY, THE STATE OR ANY POLITICAL SUBDIVISION THEREOF OR A CHARGE AGAINST THEIR GENERAL CREDIT OR TAXING POWERS. THE CORPORATION HAS NO TAXING POWER. OUTSTANDING OBLIGATIONS AND DEBT SERVICE SCHEDULE Outstanding Bonds The Corporation previously issued and there is currently outstanding $5,135,000 in aggregate principal amount of its Series 2011A Bonds. The Series 2011A Bonds are secured by the Trust Estate and the Deed of Trust (until the Deed of Trust Termination Date) on parity with the Series 2017 Bonds. The Series 2011A Bonds were issued to refund previously issued bonds of the Corporation proceeds of which were used to fund a portion of the costs of the acquisition, construction and equipping of the Terminal Building Project. Debt Service Requirements The following table sets forth the debt service requirements on the Series 2011A Bonds and the Series 2017 Bonds and does not include the debt service requirements associated with the Series 2006B Bonds expected to be refunded with proceeds of the Series 2017A Bonds. DMWEST #16594819 v6 27 TABLE 1 Eagle County Air Terminal Corporation Debt Service Requirements* Year* Principal Requirements on the Series 2011A Bonds Interest Requirements on the Series 2011A Bonds Principal Requirements on the Series 2017A Bonds Interest Requirements on the Series 2017A Bonds Principal Requirements on the Series 2017B Bonds Interest Requirements on the Series 2017B Bonds Total Debt Service Requirements 2017 $375,000 $300,968.75 2018 395,000 282,681.25 2019 415,000 262,925.00 2020 440,000 240,450.00 2021 460,000 215,700.00 2022 490,000 189,575.00 2023 520,000 160,500.00 2024 550,000 128,400.00 2025 585,000 94,350.00 2026 620,000 58,200.00 2027 660,000 19,800.00 2028 -- -- 2029 -- -- 2030 -- -- 2031 -- -- 2032 -- -- 2033 -- -- 2034 -- -- 2035 -- -- 2036 -- -- 2037 -- -- 2038 -- -- 2039 -- -- 2040 -- -- 2041 -- -- TOTAL $_________ $__________ * Fiscal Year ending December 31. Source: RBC Capital Markets, LLC CERTAIN INVESTMENT CONSIDERATIONS The purchase and ownership of the Series 2017 Bonds involve certain investment risks and, therefore, the Series 2017 Bonds may not be suitable for all investors. In considering the matters set forth in this Official Statement, prospective investors should carefully review all investment considerations set forth throughout this Official Statement, and should specifically consider certain risks associated with the Series 2017 Bonds. There follows a discussion of some, but not necessarily all, of the possible risk factors which should be carefully evaluated by prospective purchasers of the Series 2017 Bonds prior to purchasing any Series 2017 Bonds. Dependence on Levels of Airline Traffic and Activity The Project Revenues of the Corporation are dependent primarily on the level of aviation activity and enplaned passenger traffic at the Airport. Although enplaned passenger traffic at the Airport did increase from 2015 to 2016, such traffic has generally been decreasing since 2012. See “FINANCIAL INFORMATION—Airport Operations—Historical Passenger Traffic and DMWEST #16594819 v6 28 Airport Operations” and “TABLE 4—Eagle County Regional Airport Historical Scheduled Airline Passenger Traffic 2012-2017.” Future levels of aviation activity and enplaned passenger traffic at the Airport will be dependent upon many local, regional, national and international factors including: tourism in and around the County, routes and airfares offered at competing airports within a reasonable driving distance of the County, national and international economic conditions, population and economy of the Airport service region, national and local unemployment rate, political conditions including wars, other hostilities and acts of terrorism, aviation security and public health concerns, the financial health of the airline industry and of individual airlines, airline mergers, the sale of airlines, alliances and consolidations, availability and price of aviation and other fuel, employee cost and availability and labor relations (both with respect to the Corporation and the airline industry), capacity of the national air transportation system and of the Airport, accidents involving commercial passenger aircraft, visa requirements and other limitations on the ability of foreign citizens to enter the United States, currency exchange rates, and the occurrence of pandemics and other natural and man-made disasters, some of which are discussed in further detail hereafter in this section. See “AIRLINE INFORMATION.” The airline industry is cyclical and subject to competition and variable demand. Traffic volumes are responsive to economic circumstances and seasonal patterns. Other factors, such as fuel and regulatory costs, can also have a significant impact on the industry. As a result, airline financial performance can fluctuate dramatically from one reporting period to the next. In addition to revenues received from airline activity and passenger traffic generated by the Signatory Airlines, the Corporation derives a significant portion of its revenues from concessionaires including merchandisers, car rental companies, restaurants, and others. See “FINANCIAL INFORMATION.” Past declines in Airport passenger traffic have adversely affected, and future declines may adversely affect, commercial operations of many of such concessionaires and car rental companies. Severe financial difficulties affecting a concessionaire could lead to a reduction in, or failure to pay, rent due under its lease agreement with the Corporation or could lead to the cessation of operations of such concessionaire. Susceptibility to Recession and Other Economic Trends Historically, airline passenger traffic nationwide has correlated closely with the condition of the U.S. economy and levels of real disposable income. Previous recessions and periods of stagnant economic conditions in the U.S. and Colorado contributed to reduced passenger traffic at the Airport. Further, the 2008-2009 recession and associated high unemployment and reduced discretionary income contributed to reduced airline travel demand at the Airport during such period. Because the Airport primarily serves as a destination airport for recreational travelers, traffic levels at the Airport are particularly susceptible to reduction during recessions or large- scale downward trends in levels of discretionary income. See “—Dependence on Recreation and Tourism; Climate Change” below. Dependence on Recreation and Tourism The number of enplaned passengers at the Airport is dependent in large part upon the strength of the recreation and tourism industry in the County and surrounding areas. The Airport DMWEST #16594819 v6 29 is not subject to the typical demand as an origin-destination airport, but rather, is primarily a destination airport that is reliant on the demand of the winter and summer vacation traveler. The primary recreation attractions in the County are the Vail and Beaver Creek resorts/ski areas, located within approximately 35 miles of the Airport. Over the last two decades, summer tourism has increased in the County due to a number of new golf courses and the increased popularity of other summer recreational activities, such as hiking, biking, horseback riding, fly fishing and rafting. However, most airline activity at the Airport still takes place during the ski season. In addition, due to the reliance of the region’s economy on the ski industry, changing climate conditions could shorten the length of the ski season and therefore reduce the number of skier visits to the region. If the number of skier visits in the region decreases in the future, then the Project Revenues may decrease. Financial Condition of the Airlines; Industry Consolidation The Corporation’s largest source of Project Revenues is the annual rent paid by the Signatory Airlines under the Terminal Building Leases, which, together with rents from all commercial airlines utilizing the Airport, represented on average 56% of the Corporation’s total operating revenue (not including the PFC Revenue) during the last five Fiscal Years. The ability of the Corporation to continue to generate such revenues depends largely upon the financial health of the Signatory Airlines serving the Airport and the airline industry as a whole. The financial performance of the airline industry is subject to substantial volatility and prior to 2014, many carriers have experienced extended periods of unprofitability. The 2008-2009 global recession and record fuel prices in 2008, for example, led many airlines to raise fares, add new fees and surcharges and reduce capacity and the size of their fleets, as well as personnel. These measures, coupled with increased passenger traffic and lower fuel prices, resulted in increased revenues and profits for the airlines in 2014 through 2016. In addition, in the last two decades, several airlines have merged or consolidated and others have either reorganized under applicable bankruptcy laws or ceased operations. Additional bankruptcy filings, mergers, consolidations and other major restructuring by airlines, including the Signatory Airlines, are possible. No assurance can be given that any of the Signatory Airlines will continue operations at the Airport or with respect to the Terminal Building Project during the term of their respective Terminal Building Leases or thereafter. In the event any Signatory Airline discontinues or reduces its operations at the Airport and use of the Terminal Building Project, its level of activity might not be easily replaced by other carriers. Accordingly, no assurance can be given as to the levels of aviation activity that will be achieved with respect to the Terminal Building Project. The Corporation is not able to predict whether any future airline mergers, consolidations, reorganizations or liquidations will occur. Any reduction in the levels of aviation activity at the Terminal Building Project would adversely affect the Project Revenues. See “AIRLINE INFORMATION,” “SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2017 BONDS,” “FINANCIAL INFORMATION—Airport Operations.” DMWEST #16594819 v6 30 Cost, Availability and Price Volatility of Aviation Fuel Fuel is a significant cost component of airline operations and continues to be an important and uncertain determinant of an air carrier’s operating economics. Historically, aviation fuel prices have been particularly sensitive to worldwide political instability. Continued or new hostilities in the Middle East or other petroleum producing regions could dramatically impact the price and availability of aviation fuel. Economic expansion in emerging markets also contributes to higher aviation fuel prices. While fuel prices have declined significantly in the past few years, significant and prolonged increases in the cost of aviation fuel have had and are likely in the future to have an adverse impact on the air transportation industry by increasing airline operating costs and reducing airline profitability. The Corporation is not able to predict how continued uncertainty with respect to the cost, availability and volatility of prices of aviation fuel will impact the Airport or the Signatory Airlines. See “— Dependence on Levels of Airline Traffic and Activity,” “— Susceptibility to Recession and Other Economic Trends,” and “— Financial Condition of the Airlines; Industry Consolidation” above. Air Travel Security, Public Health and Natural Disasters Concerns Concerns about the safety of airline travel and the effectiveness of security precautions, particularly in the context of international hostilities (such as those that have occurred and are currently occurring in the Middle East and North Africa) and terrorist attacks (such as those occurring recently in Nice, Munich, Paris, Brussels, London, and Istanbul, among other cities) may influence passenger travel behavior and air travel demand. Travel behavior may also be affected by anxieties about the safety of flying, the inconveniences and delays associated with more stringent security screening procedures, the potential exposure to severe illnesses (such as the Severe Acute Respiratory Syndrome outbreak in 2003, the H1N1 influenza outbreak in 2009 and 2010, and the recent outbreak of the Zika virus in more than 50 countries and certain parts of the United States) and natural disasters (such as volcano eruptions, earthquakes and tsunamis), all of which could lead to the avoidance of airline travel or the use of alternate modes of transportation. Any decrease in passenger activity at the Airport would cause a corresponding decline in Project Revenues of the Corporation. The Corporation is unable to predict how serious the impact of security, natural disasters, or future pandemics may become, what effect they may have on air travel to and from the Airport, and whether any such effects will be material. Pilot Shortage The airline industry is currently experiencing a nationwide pilot shortage, due to a variety of factors which are expected to continue to negatively impact the number of pilots available to airlines such as the Signatory Airlines in the future. In 2007, Congress amended the FAA’s authorizing legislation to increase the mandatory retirement age for pilots from age 60 to age 65. However, even with this change, a large number of pilots in the industry are now approaching the mandatory retirement age. Additionally, fewer people are pursuing careers as pilots, and those who do must now meet stringent, federally-mandated flight-hour requirements before they are permitted to work for commercial airlines. Reductions in the number of military pilots being DMWEST #16594819 v6 31 trained by the U.S. armed forces, who historically have sought employment with commercial airlines upon retirement from military service, have also contributed to a shortage of qualified, entry-level pilots. Any shortage in the number of pilots available to the Signatory Airlines may negatively impact the ability of the Signatory Airlines to continue to offer flights and conduct operations at regional airports such as the Airport and could therefore reduce the Project Revenues available to pay the Bonds. Regulations and Restrictions Affecting the Airport The Airport and the Corporation are subject to various laws, rules and regulations adopted by the local, State and federal governments and their agencies. The Airport is highly regulated by federal agencies including the FAA, the Transportation Security Administration (the “TSA”), Customs and Border Protection and the U.S. Department of Health. The Corporation is unable to predict the adoption or amendment of additional laws, rules or regulations, or their effect on the operations or financial condition of the Airport. Additionally, the operations of the Terminal Building and the Corporation’s ability to generate revenues are affected by a variety of contractual, statutory and regulatory restrictions and limitations, including, without limitation, provisions in the Terminal Building Leases, the federal acts authorizing the imposition, collection and use of PFCs, extensive federal legislation and regulations applicable to all domestic airports. It is not possible to predict whether restrictions or limitations on operations of the Terminal Building will be increased or imposed in the future, whether future legislation or regulations will affect anticipated federal funding or PFC collections for capital projects for the Terminal Building, whether additional requirements will be funded by the federal government or require funding by the Corporation or whether such restrictions or legislation or regulations would adversely affect Project Revenues. See “SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2017 BONDS—PFC Revenue,” “AIRPORT AGREEMENTS—Terminal Building Leases” and “FINANCIAL INFORMATION—Federal Grants.” Availability of Federal Funding The Airport depends on federal funding not only in connection with grants and PFC authorizations but also because federal funding provides for TSA, air traffic control, and other FAA staffing and facilities. The FAA currently operates under the FAA Modernization and Reform Act of 2012 (the “2012 Reauthorization Act”) and the FAA Extension, Safety, and Security Act of 2016 (the “2016 Reauthorization Act”) enacted into law on July 15, 2016. The 2012 Reauthorization Act retained the federal cap on PFCs at $4.50 and authorized $3.35 billion per year for the Airport Improvement Program (the “AIP”). The AIP provides funds to finance capital improvements to commercial, cargo and general aviation airports. AIP grant moneys include entitlement funds that are appropriated annually based on enplaned passengers as well as discretionary funds that are available at the discretion of the FAA. The 2016 Reauthorization Act extends the authority of the FAA and provides funding for the AIP at current levels through September 2017. This summer, the Federal Aviation Administration Reauthorization Act of 2017 (S.B. 1405), which proposes to provide funding for the FAA and its programs (including the AIP) through fiscal year 2021, was introduced to Congress, and is expected to be considered prior to the September 30 expiration of the 2016 Reauthorization Act. This bill maintains the DMWEST #16594819 v6 32 $4.50 PFC cap and proposes to increase AIP funding to $3.75 billion for each of fiscal years 2019 through 2021. Additionally, in late July of 2017, the Senate Appropriations Committee approved the fiscal year 2018 annual appropriations bill for the U.S. Department of Transportation which is expected to be considered sometimes in September of 2017. This bill increases the PFC rate to $8.50 per enplaning passenger and increases AIP funding to $3.6 billion. Since 2012, approximately $35,000,000 in federal AIP grants has been received by the County to finance improvements at the Airport. There is no guarantee that funding at such levels will be available to the County in the future. See “FINANCIAL INFORMATION — Federal Grants.” Regardless of legislation that may be enacted in the future, FAA AIP expenditures remain subject to congressional appropriation and no assurance can be given that the FAA will receive spending authority. In addition, the AIP could be affected by the automatic across-the-board spending cuts, known as sequestration. The Corporation is unable to predict the level of available AIP funding the County may receive. If there is a reduction in the amount of AIP grants awarded to the Airport, such reduction could increase by a corresponding amount the capital expenditures that the Corporation and the Airport would need to fund from other sources and/or extend the timing for completion of certain projects. Terminal Building Leases The obligations of the Signatory Airlines under their respective Terminal Building Leases terminate on December 31, 2018, unless a Signatory Airline or the Corporation terminates it sooner. Any Signatory Airline (unless such Signatory Airline is in default under its Terminal Building Lease) may terminate its Terminal Building Lease by giving a written notice that is received by the Corporation during the five business days preceding April 1 or September 1 of each year during the term of the Terminal Building Lease. See “AIRPORT AGREEMENTS—Terminal Building Leases—Term.” While the Corporation is currently not aware of any Signatory Airline’s plans to terminate its Terminal Building Lease, no assurance can be given that any of the Signatory Airlines will continue its operations at the Airport or with respect to the Terminal Building Project during the term of its respective Terminal Building Lease or thereafter. Any termination by a Signatory Airline of its Terminal Building Lease could significantly impact the availability of Project Revenues to pay the Bonds, particularly if the Corporation were unable to identify another airline to provide service to the Airport and lease space at the Terminal Building on similar terms. While the Corporation intends to enter into new terminal building leases with the Signatory Airlines following the termination thereof, there can be no assurance that all Signatory Airlines will enter into new terminal building leases or that new terminal building leases will be entered into on terms as favorable as the terms of the current Terminal Building Leases. Furthermore, if any Signatory Airline terminates its Terminal Building Lease prior to the end of its term (as permitted by the Terminal Building Leases), the Corporation might not be able to replace such Signatory Airline with another airline. If no airline enters into an agreement with the Corporation at the time of such termination for the use and lease of all or any portion of the Terminal Building Project or if new leases are negotiated on less favorable terms for the DMWEST #16594819 v6 33 Corporation, the amount of Project Revenues may significantly decrease, and the ability of the Corporation to pay for the remaining principal and interest on the Series 2017 Bonds would be significantly impaired. See “AIRPORT AGREEMENTS—Terminal Building Leases” herein for a description of the current Terminal Building Leases with Signatory Airlines. Effect of Bankruptcy on Terminal Building Leases Since December 2000, numerous airlines, including airlines which served the Airport in the past and airlines that currently serve the Airport, have filed for bankruptcy protection. An airline that has executed a Terminal Building Lease or other executory contract with the Corporation and sought protection under the U.S. bankruptcy laws must assume or reject: (a) its Terminal Building Lease within 120 days after the bankruptcy filing subject to a court-approved, one-time 90-day extension (further extensions are subject to the consent of the lessor), and (b) its other executory contracts with the Corporation prior to the confirmation of a plan of reorganization. Bankruptcy courts are courts of equity, however, and as such can, and often do, grant exceptions to such time limitations. In the event of an assumption of any executory contract or lease, an airline would be required to cure any pre- and post-petition monetary defaults and provide adequate assurance of future performance under the applicable executory contract or lease. In the event of an assumption by a debtor airline and assignment to a third party, the assurance of future performance would have to be demonstrated by the proposed assignee. Rejection of a Terminal Building Lease or other executory contract with the Corporation will give rise to an unsecured claim of the Corporation for damages, the amount of which in the case of a Terminal Building Lease or other lease is limited by the U.S. Bankruptcy Code. Claims for such damages are subject to the Corporation’s duty to mitigate damages. The amount ultimately allowed in the event of a rejection of a Terminal Building Lease or other executory contract could be considerably less, however, than the maximum amount allowed under the U.S. Bankruptcy Code. Certain amounts unpaid as a result of a rejection of a Terminal Building Lease by an airline in bankruptcy can be passed on to the remaining Signatory Airlines under the Terminal Building Lease, thereby increasing such airlines’ cost per enplanement, although there can be no assurance that such other airlines would be financially able to absorb the additional costs. Currently, no Signatory Airlines are in bankruptcy proceedings. Availability of PFC Revenue; PFC Backstop Payments The amount of actual PFC Revenue received by the Corporation in the future years will vary based upon the actual number of PFC-eligible passenger enplanements at the Airport. No assurance can be given that any level of enplanements will be realized or that the PFC Revenue and the schedule for receipt thereof which are assumed in the Report of the Airport Consultant will be attained. Additionally, the FAA may terminate the County’s authority to impose PFCs, subject to informal and formal procedural safeguards, if (i) the FAA determines that the PFC Revenue is excessive or cannot determine that such revenue is being used for approved projects in accordance with the FAA approval granted to the County to impose and collect PFCs or with the PFC Act, or if project implementation does not commence within the time period specified in the PFC Act or (ii) the County otherwise violates the PFC Act or regulations. The County’s DMWEST #16594819 v6 34 authority to impose the PFC may also be terminated if the FAA determines the County is in violation of certain provisions of the Noise Act and its implementing regulations relating to the implementation of noise and access restrictions for certain types of aircraft. No assurance can be given that the County’s authority to impose a PFC would not be terminated by Congress or the FAA, that the PFC program will not be modified or restricted by Congress of the FAA so as to reduce PFC Revenue available to the County. However, see “AIRPORT AGREEMENTS” for a description of Signatory Airlines’ obligations during the remaining terms of their respective Terminal Building Leases to make PFC Backstop Payment if the PFC Revenue expected to be collected at the Airport are insufficient to pay that portion of the annual debt service on the PFC Eligible Bonds that is eligible to be paid with the PFC Revenue (i.e. principal on the Series 2011A Bonds and interest and principal on the Series 2017A Bonds). There is no assurance, however, that the Signatory Airlines will agree to extend the current Terminal Building Leases or enter into new terminal building leases by the time the existing Leases expire or will enter into new leases on terms that are as favorable to the Corporation as the existing Terminal Building Leases, including the PFC Backstop Payment provision. See also “APPENDIX A—REPORT OF THE AIRPORT CONSULTANT” and “SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2017 BONDS—PFC Revenue—Availability of PFC Revenue and Termination of Authority to Impose a Passenger Facility Charge” for a discussion of situations where the County’s right to impose and collect PFCs could be terminated. In addition, if the PFC Increase Date occurs, it is likely that the collection of the PFC Revenue will accelerate, which would result in the Corporation collecting the total remaining PFC Authorized Amount earlier than the currently scheduled expiration date of May 1, 2036. Once all of the PFCs authorized to be collected and used for the Project are collected, PFCs will no longer be available to pay the PFC Eligible Bonds unless the County applies to the FAA to collect and use PFCs for new eligible projects relating to the Project. See “SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2017 BONDS—PFC Revenue—Passenger Facility Charge; Limitation on PFCs Pledged to Pay the Bonds;—Availability of PFC Revenue and Termination of Authority to Impose a Passenger Facility Charge.” Deed of Trust Termination Date Until the Deed of Trust Termination Date, the Series 2017 Bonds will also be secured, on parity with the Series 2011A Bonds, by a pledge of the Corporation’s leasehold interest pursuant to the Deed of Trust in the Project Site leased under the Ground Leases, together with all improvements thereon, and the Corporation’s right, title and interest in and to the Road Improvement Site, together with all improvements thereon. Upon the Deed of Trust Termination Date, which may occur no earlier than the date on which the Series 2011A Bonds are no longer Outstanding pursuant to the terms of the Indenture, the Deed of Trust will be fully released and discharged, and will no longer secure the payment of the Series 2017 Bonds. DMWEST #16594819 v6 35 Parking Facilities Sublease, De-Icing Facility Sublease and Road Improvements Lease; Annual Appropriation Risk The obligations of the County to make payments under the Parking Facilities Sublease, De-Icing Facility Sublease and Road Improvements Lease do not constitute obligations of the County to levy taxes or apply its general resources beyond the current Fiscal Year. The County is required to pay rentals under these subleases and the lease only if funds are appropriated by the County in each Fiscal Year. There is no assurance that the County will appropriate the rentals from Fiscal Year to Fiscal Year and therefore not cause the expiration of the Parking Facilities Sublease, the De-Icing Facility Sublease, or the Road Improvements Lease. There is no penalty to the County if it does not appropriate the rentals due under the Parking Facilities Sublease, the De-Icing Facility Sublease, and the Road Improvements Lease for any Fiscal Year and therefore cause the Parking Facilities Sublease, the De-Icing Facility Sublease, and the Road Improvements Lease to expire. The likelihood that the Parking Facilities Sublease will continue in effect until the Series 2011A and the Series 2017B Bonds are paid and that the De-Icing Facility Sublease and the Road Improvements Lease will continue in effect until the Series 2017A Bonds are paid is dependent upon factors which are beyond the control of the Corporation. These factors include but are not limited to: (a) economic conditions in the County and the State and the continued legal authority and ability of the County to generate sufficient funds from property taxes and other sources to pay obligations associated with the Parking Facilities Sublease, De-Icing Facility Sublease and Road Improvements Lease and other obligations of the County and (b) the County’s continued desire to use the Project, which is dependent on a variety of other factors beyond the control of the Corporation. Assumptions in the Report of the Airport Consultant The Report of the Airport Consultant incorporates numerous assumptions as to the Project Revenues and other matters and states that any forecast is subject to uncertainties. In particular, the Report assumes, among other things, that (i) airline traffic demand at the Airport will remain level through the end of the projection period of 2023 (see “FINANCIAL INFORMATION—Airport Operations—Historical Passenger Traffic and Airport Operations” and “TABLE 4—Eagle County Regional Airport Historical Scheduled Airline Passenger Traffic 2012-2017”), (ii) all Signatory Airlines will extend and continue to operate under their Terminal Building Leases through the end of the projection period of 2023 on terms and conditions, including rental amounts, that are substantially similar to the current Terminal Building Leases, and (iii) the rental car companies currently serving the Airport will extend their concession agreements with the Corporation through the end of the projection period with agreement provisions, minimum annual guarantees and rental amount requirements that are substantially similar to the current agreements. Inevitably, some assumptions used to develop the forecasts will not be realized, and unanticipated events and circumstances may occur. Therefore, the actual results achieved during the forecast period will vary, and the variations may be material. See “INTRODUCTION—Report of the Airport Consultant” and “APPENDIX A—REPORT OF THE AIRPORT CONSULTANT.” DMWEST #16594819 v6 36 Construction of Terminal Expansion Project Construction of the Terminal Expansion Project is planned to commence in March 2018 and, pursuant to the DB Contract, be substantially completed on the Substantial Completion Date of November 15, 2019. The expansion would bring additional concessionaire space, among other uses. Although the Corporation plans to erect temporary facilities to accommodate concessionaires, advertisement space and other Airport services and to reduce the disruption to the operation of the Terminal Building during the construction period, such temporary facilities will not completely eliminate such disruption. The ability of the Corporation to complete construction of the Terminal Expansion Project within budget and on schedule may be adversely affected by various factors including: (a) estimating errors, (b) design and engineering errors, (c) inefficiency in processing and awarding contracts, (d) unforeseen site conditions, (e) labor difficulties, (f) adverse weather conditions, (g) unavailability of building materials, (h) contractor defaults and (i) litigation. The Corporation entered into the DB Contract with the Design-Builder for the design and construction of the Terminal Expansion Project for a guaranteed maximum price of $29,145,837 (“GMP”). Under the DB Contract, the GMP includes all costs reasonably and actually incurred by the Design-Builder in the design, construction and other services required by the DB Contract. The GMP is subject to an adjustment in certain limited circumstances set forth in the DB Contract, such as presence of certain hazardous conditions on the project site or differing site conditions, force majeure events, and changes in the scope of work. Although GMP mitigates the risk of completing the construction within budget, the Corporation currently estimates that the Total Expansion Project will cost approximately $33,000,000, which is approximately $3,855,000 higher than the GMP. Such additional amount includes costs to be paid directly by the Corporation (such as the costs of the building permits and passenger boarding bridges) and the contingency amount and is expected to be paid from amounts on deposit in the Capital Fund (other than the Minimum Capital Fund Balance) to the extent proceeds of the Series 2017B Bonds are not sufficient therefor. As of August 15, 2017, $6,667,317 was on deposit in the Capital Fund, including the Minimum Capital Fund Balance of $346,000. See “THE PROJECT—The Design-Build Contract for the Terminal Expansion Project” and “APPENDIX D—FORM OF THE INDENTURE” for provisions relating to the Capital Fund. See “THE PROJECT—The Design-Build Contract for the Terminal Expansion Project.” Even though prior projects of the Corporation were constructed on time and within budget, such projects were completed using different contractors, and there is no guarantee that the Terminal Expansion Project will be similarly completed on time and for the amount currently budgeted by the Corporation. The Design-Builder will provide performance and payment bonds with respect to the construction of the Terminal Building Expansion naming the Corporation and the Trustee as additional obligees. In addition, the Corporation will collaterally assign to the Trustee the DB Contract, together with any contracts with subcontracts and plans and specifications for the Terminal Construction Project, and the Design-Builder will consent to the assignment of the DB Contract. Furthermore, all insurance policies obtained by the Design-Builder during the construction period are required to name the Corporation and the Trustee as additional insureds. DMWEST #16594819 v6 37 While these measures and requirements would address some of the construction related risks, no assurances are given that the construction will be completed on time and within current budget. Competition There are existing airports, such as Denver International Airport, Aspen airport (which serves Pitkin County and the City of Aspen), and Grand Junction Regional Airport (which serves the City of Grand Junction, Mesa County, and the Western slope generally), offering alternatives for air travelers wishing to travel to the Airport’s service area and similar destinations, and there may be future competitors, some of which are or may be operated by persons possessing greater financial resources than the Corporation, and which may be better able to withstand the effect of competition. Airport operators compete with each other on the basis of location, rates and concessions, and the quality of infrastructure and service offered at the Airport. The Corporation believes that there will be sufficient demand for the Airport to compete effectively; however, there is no assurance that the anticipated demand for the Project in the competitive market will be as projected by the Corporation and the Airport Consultant. Employee Retention Due to the high cost of living in the communities that surround Vail and Beaver Creek, employee retention is an ongoing challenge for service-sector companies like the concessionaires that serve the Airport, as well as for the County that manages the Project and owns and operates the Airport. The American Community Survey, implemented by the U.S. Census Bureau, has found that 45% of families that reside in the County allocate more than 30% of their incomes to housing costs. Further, the Vail Valley Partnership found that, in 2015, housing vacancy rates were under 5%, resulting in a highly stressed rental market. See “APPENDIX B—ECONOMIC AND DEMOGRAPHIC INFORMATION REGARDING EAGLE COUNTY” for a description of certain economic and demographic information concerning the County. High housing costs and cost of living may negatively affect the ability of employers (including the County) to employ and retain qualified personnel. Enforceability of Remedies The practical realization of value from the Project upon any default will depend upon the exercise of various remedies specified by the security documents securing the Series 2017 Bonds. See “APPENDIX D—SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE—Events of Default and Remedies” for a description of events of default and remedies under the Indenture. These and other remedies may, in many respects, require judicial actions, which are often subject to discretion and delay. Under existing law (including particularly federal bankruptcy law), the remedies specified by such documents may not be readily available or may be limited. A court may decide not to order the specified performance of the covenants contained in the security documents. In addition, federal bankruptcy law permits the adoption of a reorganization plan even though the plan has not been accepted by the owners of a majority in aggregate principal amount of the Series 2011A Bonds and the Series 2017 Bonds, if such owners are provided with the benefit of their original lien or the “indubitable equivalent” thereof. If a bankruptcy court concludes that the owners of the Series 2017 Bonds have “adequate protection,” it may substitute other security subject to the lien of the owners of DMWEST #16594819 v6 38 the Series 2017 Bonds and (b) subordinate the lien of the owners of the Series 2017 Bonds (i) to claims by persons supplying goods and services to the Corporation after bankruptcy and (ii) to the administrative expenses of the bankruptcy proceeding. In the event of bankruptcy of the Corporation, the amount realized by the owners of the Series 2017 Bonds might depend on a federal bankruptcy court’s interpretation of “indubitable equivalent” and “adequate protection” under then existing circumstances. A bankruptcy court may also have the power to invalidate certain provisions of the security documents which make bankruptcy and related proceedings by the Corporation an event of default thereunder. The various legal opinions to be delivered concurrently with the delivery of the Series 2017 Bonds will be qualified as to the enforceability of the various legal instruments by limitations imposed by state and federal laws, rulings, and decisions affecting remedies and by bankruptcy, reorganization, or other laws affecting the enforcement of creditors’ rights generally. Liquidation of Security May Not Be Sufficient in the Event of a Default In the event of a default by the Corporation under the Indenture, the Trustee and/or the Corporation must look solely to the Project and Project Revenues to pay and satisfy the Series 2017 Bonds in accordance with their terms. See “SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2017 BONDS.” The owners of the Series 2017 Bonds are dependent entirely upon the success of the Project for the payment of the Series 2017 Bonds. In the event the revenues from the Project are insufficient to pay the amounts due on the Series 2017 Bonds, then once the other security for the Series 2011A Bonds and Series 2017 Bonds has been exhausted, the owners of the Series 2011A Bonds and Series 2017 Bonds will have no person or entity to pursue for any deficiency which may exist. The practical use of the Project is limited to its use as an airport terminal, de-icing facility and access roads. If it were necessary to foreclose the lien of the Deed of Trust on the Project (which is an available remedy only until the Deed of Trust Termination Date), net proceeds received may be less than the principal amount of the Series 2011A Bonds and Series 2017 Bonds outstanding. After the Deed of Trust Termination Date, foreclosure on the lien of the Deed of Trust will no longer be available to the owners of the Series 2017 Bonds. See “—Deed of Trust Termination Date” above. Financial Condition of the Corporation The Corporation has no appreciable assets other than its interest in the Project. Therefore, as a practical matter, owners of the Series 2017 Bonds must look to the Project and the Corporation’s ability to collect Project Revenue to produce the revenues to pay the amounts due under the Indenture, and in the event of insolvency of the Corporation, the only asset of the Corporation which can reasonably be anticipated to be available to produce revenues to pay the amounts due under the Indenture will be the Project. Uncertainty of Continued Collective Marketing Efforts The County, as well as several municipalities, hotels, restaurant groups, and other businesses within the County, including Vail Resorts, Inc. (“Vail Resorts”), a publicly traded company on the New York Stock Exchange and the operator of the Colorado mountain resorts of Vail, Breckenridge, Keystone and Beaver Creek, are supporters of and contributors to the EGE Air Alliance (the “Alliance”) a non-profit, public-private organization whose primary mission is DMWEST #16594819 v6 39 to work with airlines, in partnership with the Airport, to maintain existing flights and secure new flights to and from the Airport. The Airport and the Alliance have previously entered into agreements with some of the airlines serving the Airport to assist and subsidize joint marketing efforts and/or guarantee a certain amount of revenue on the scheduled service by such airlines using the Airport, although the Corporation is not aware of the exact terms of agreements made exclusively with the Alliance. Unlike similar groups in other regions, the Alliance does not receive continual funding through a dedicated self-sustaining revenue source, such as a tax or an allocated budget from a governmental entity, but is instead reliant upon voluntary contributions from the public and private sources described above in order to fund its ongoing efforts. Therefore, the continued existence of the Alliance and its work with the airlines that serve the Airport is uncertain. The Airport does have an established marketing budget to continue development of new service as deemed appropriate by Airport management, but there is no guarantee that such funds allocated from such budget would be sufficient to mitigate any loss of contributions to the Alliance. The efforts of and agreements with the Alliance may encourage some or all of the airlines serving the Airport to continue to schedule service at the Airport. In the event that the Alliance does not continue to receive sufficient funding to continue such efforts, the Corporation is unable to predict what effect this would have on an airline’s decision to continue to provide service to the Airport. The Airport’s currently scheduled service does include many established routes that are no longer considered to be “shared risk” routes, meaning such routes are no longer subsidized by the Airport or the Alliance. However, there is no guarantee that even well-established routes will continue to be offered by the Signatory Airlines in the future. Additional Debt The Indenture provides that the Corporation may issue Additional Bonds, including Refunding Bonds, secured by Project Revenues and the Project on a parity with the Series 2011A Bonds and the Series 2017 Bonds as described herein under “SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2017 BONDS—Additional Bonds.” The Corporation is not obligated to issue Additional Bonds, however, and has no present intent of issuing Additional Bonds. Failure to Maintain Enterprise Status Although the County regards the possibility that the Corporation might be disqualified as an “enterprise” in any year during the term of the Series 2017 Bonds as remote, such disqualification of the Corporation as an “enterprise” in any future year may limit the Corporation’s ability to collect, retain and expend revenues, including Project Revenues, thereby possibly negatively impacting the security for the Series 2017 Bonds. See “STATE CONSTITUTIONAL AMENDMENT” herein. DMWEST #16594819 v6 40 AIRPORT AGREEMENTS Terminal Building Leases Currently, there are three separate Terminal Building Leases between the Corporation and each Signatory Airline, namely American, Delta, and United. Signatory Airlines account for approximately 99.7% of the airline activity at the Airport. The Terminal Building Leases permit the Corporation to enter into leases with additional airlines providing air transportation to and from the Airport using the terminal building (the “Terminal Building”) that have executed agreements with the Corporation which are substantially similar to the Terminal Building Leases. All Terminal Building Leases contain substantially identical terms. Certain of these terms are described below. Term. All Terminal Building Leases (except for the United Terminal Building Lease which commenced effective as of December 1, 2009) were entered into effective as of December 1, 2006 for a three-year term and were extended: (i) effective as of each of December 1, 2009 and December 1, 2012, in each case, for an additional three-year term, and (ii) effective as of December 1, 2015 for additional thirty-seven month term. As such, all Terminal Building Leases expire on December 31, 2018, unless earlier terminated pursuant to their terms. Each Terminal Building Lease provides that following the expiration date, the Lease will automatically convert into a month to month tenancy with all other terms and conditions remaining the same, except that such Lease can be terminated by the Corporation upon 30 days’ prior written notice. In addition, under certain circumstances, the Signatory Airlines may terminate their respective Terminal Building Leases prior to the stated expiration date. For example, any Signatory Airline (unless such Signatory Airline is in default under its Terminal Building Lease) may terminate its Terminal Building Lease without cause by giving a written notice that is received by the Corporation during the five business days preceding April 1 or September 1 of each year during the term of the Terminal Building Lease. Additionally, any Signatory Airline may terminate its Terminal Building Lease (unless such Signatory Airline is in default under its Terminal Building Lease), upon 30 days’ prior written notice, if: (i) the Corporation is in default of any material provision of the Terminal Building Lease (subject to cure rights of the Corporation), or (ii) such Signatory Airline becomes subject to any order, rule or regulation of any federal or state agency or to a court order which substantially prevents such Signatory Airline’s use of the Airport. While, prior to the expiration of the current Terminal Building Leases on December 31, 2018, the Corporation intends to negotiate extensions or enter into new leases with the Signatory Airlines, there is no assurance that the Signatory Airlines will agree to extend the current Terminal Building Leases or enter into new terminal building leases by the time the existing Leases expire or will enter into new leases on terms that are as favorable to the Corporation as the existing Terminal Building Leases. See “CERTAIN INVESTMENT CONSIDERATIONS— Terminal Building Leases.” Rent. The Terminal Building Leases require the Signatory Airlines and any airline that signs a Terminal Building Lease to collectively share in the payment of an annual total rental amount for use of the Terminal Building (the “Total Rent Amount”). The Total Rent Amount includes (i) rent for each Signatory Airline’s exclusive-use space within the Terminal Building DMWEST #16594819 v6 41 space and its proportionate share of the joint-use space within the Terminal Building and (ii) each Signatory Airline’s proportionate share of the debt service coverage requirements (to the extent such requirement is not funded) and all other debt-related costs associated with the Bonds. Each Signatory Airlines proportionate share of the costs included in the calculation of the Total Rent Amount is determined using the ratio of the number of such Signatory Airline’s enplaned passengers at the Airport during the most recent calendar year for which such information is available to the total number of enplaned passengers of all Signatory Airlines during that same calendar year, except that 20% of the rent attributable to joint use space is allocated in equal amounts among the Signatory Airlines. The Total Rent Amount is calculated each year based on the formulas and procedures set forth in the Terminal Building Leases and each Signatory Airline pays its share of such amount in 12 equal monthly installments on the first day of each month of the Terminal Building Lease. In the event a Signatory Airline fails to make payment within fifteen (15) days from the due date, the Corporation, with prior notice to the Signatory Airline, may charge a late service charge equal to the lesser of 2% per month or the highest rate allowed by applicable law on any such overdue amounts and in some cases, the Signatory Airline may be liable for administrative costs and attorneys’ fees incurred by the Corporation in attempting to obtain payment. The Terminal Building Leases permit the Corporation to adjust the Total Rent Amount (after consultation with the Signatory Airlines) during any year in which the Corporation projects the Total Rent Amount to vary by 20% or more in the succeeding year if the then existing total rental payments due from the Signatory Airlines would result in an overpayment or underpayment of the revenue (not including the PFC Revenue) derived by the Corporation from the operation and use of the Terminal Building or to ensure such revenue is generated during the fiscal year in sufficient amount to meet the annual budget of the Corporation. The Terminal Building Leases require the Corporation to refund to the Signatory Airlines, within 60 days of the close of the annual financial audit, 50% of any Net Concession Revenues up to $600,000 which would result in a maximum refund of $300,000, on a pro-rata basis based on actual enplanements from the Terminal Building during such fiscal year; provided, that if a Signatory Airline is in default of its Terminal Building Lease, the Corporation may withhold any refund due to such Signatory Airline until the default is cured, and any such Net Concession Revenue share will result in an immediate offset against any amounts due to the Corporation from such Signatory Airline. The Terminal Building Leases further restrict refunding of 50% of any Net Concession Revenues in the event an airline files for bankruptcy. For purposes of the Terminal Building Leases, “Net Concession Revenues” equals the Concession Revenues reduced by the Terminal Building Shortfall. “Concession Revenues” is defined as all Terminal Building revenues derived by the Corporation from food, beverage catering, news and gift vendors, rental cars and other ground transportation providers, parking, advertising, ski rentals and other retail sales and services. “Terminal Building Shortfall” is defined as the Total Rent Amount less the sum of all actual rental payments made by the Signatory Airlines and the non-signatory airlines for use of the Terminal Building. Total Rent Amount received by the Corporation in Fiscal Years ended December 31, 2012 through December 31, 2016 is set forth under the entry “Building Rentals” in Table 2 under the caption “FINANCIAL INFORMATION—Historical Financial Operations.” During that period, rents from all commercial airlines utilizing the Airport averaged $2,505,636 per year. DMWEST #16594819 v6 42 This amount represented approximately 56% of the Corporation’s total operating revenue (not including the PFC Revenue) on average for each of those years. This percentage does not take into account any revenue sharing amounts or refunds received by the Signatory Airlines. See Table 2 under “FINANCIAL INFORMATION— Historical Financial Operations” for a summary of the Corporation’s last five Fiscal Years’ terminal building rental income which includes rents from all commercial airlines utilizing the Airport. PFC Backstop Payment. The Terminal Building Leases provide for rental payments as well as PFC Backstop Payments in the event that PFCs expected to be collected at the Airport are insufficient to pay that portion of the annual debt service on the PFC Eligible Bonds that is eligible to be paid with the PFC Revenue (i.e. principal on the Series 2011A Bonds and principal and interest on the Series 2017A Bonds). In such event, the Total Rent Amount due from the Signatory Airlines may be increased (proportionately based on enplanements) to include an amount (the “PFC Backstop Payment”) equal to "the deficiency in collected PFCs necessary for payment of that portion of the total annual debt service due on the Bonds that would have been eligible for PFC funding under the Airport’s PFC application approved by the FAA”; provided, however, that the PFC Backstop Payment collectively paid by the Signatory Airlines may not exceed $450,000 annually. The Terminal Building Leases generally define “Bonds” as debt of the Corporation issued to finance projects for the construction, expansion, improvement or preservation of the Terminal Building and related facilities and services. The PFC Backstop Payment has not been required from, or paid by, the current Signatory Airlines throughout the term of the Terminal Building Leases. If the Corporation enters into new Terminal Building Leases with the Signatory Airlines, such leases may not contain provisions relating to PFC Backstop Payment. Other Terminal Building Revenues In addition to amounts payable by Signatory Airlines under their respective Terminal Building Leases, other Project Revenues are derived from car rental, news/gift, food/beverage and other concessions, ground transportation permits, advertising display fees, and certain other fees and commissions. See Table 6 under “FINANCIAL INFORMATION—Terminal Building Concessions” for a summary of the Corporation’s last five Fiscal Years’ concession income. Currently, the Corporation has lease agreements for rental car services with four (4) rental car companies, namely Enterprise Leasing Company (d/b/a Alamo Rent a Car and National Car Rental); Avis Budget Car Rental, LLC (d/b/a Avis and Budget); Frontier Rental, Inc. (d/b/a Dollar Rent A Car and Thrifty Car Rental); and The Hertz Corporation, all of which expire on October 31, 2017 with the option to extend for two additional one-year agreements through October 31, 2019. The Corporation anticipates sending requests for proposals in September of 2017 to rental car companies and expects to enter into new lease agreements with rental car companies who are awarded the contracts. Rental car concession revenues currently consist of payment by each rental car company of: (i) rent at $3.56 per square foot per month for counter space at the Terminal Building, (ii) rent at $44.00 per space per month for ready/return spaces, and (iii) the greater of: (A) a percentage fee at a rate of 10% of its gross rental car revenues from the Airport during each calendar month (the “Percentage Fee”), and (B) any applicable minimum monthly guaranteed payments DMWEST #16594819 v6 43 (“Minimum Monthly Guarantees”), which are generally applicable during the peak ski season months, and are set forth in specified amounts (which vary for each rental car company) in the lease agreements. The lease agreements provide that the rent per space per month for ready/return parking spaces will increase by $3.00 for each extension period, meaning that this rent would be $47.00 per space per month from November 1, 2017 through October 31, 2018 and $50.00 per space per month from November 1, 2018 through October 31, 2019, if these leases are extended through such periods. See Table 6 under “FINANCIAL INFORMATION— Terminal Building Concessions” for a summary of the Corporation’s last five Fiscal Years’ rental revenues. These lease agreements permit the Corporation to grant up to a total of four concessionaires the right to offer rental car services at the Terminal Building. Accordingly, until the current leases terminate or amended, the Corporation may not enter into additional leases for car rental services. For the Fiscal Years ending December 31, 2012 through December 31, 2016, concession revenue from rental car companies utilizing the Airport averaged $1,616,752 per year, which represents approximately 33% of the Corporation’s total operating revenue (not including the PFC Revenue) for those years. The Corporation also receives revenues under agreements with two (2) ground transportation companies, which pay rent per square foot of occupied space and minimum monthly privilege fees at a predetermined amount during the ski season months of December through April. The agreements with each of these companies terminated in October 2016; however, both companies continue to operate and lease space within the Terminal Building on a month to month “holdover” basis, as permitted by such agreements. Such month to month tenancy may be terminated at any time by the applicable company or by the Corporation upon thirty 30 days’ written notice. The Corporation has stated that it anticipates soliciting quote requests from vendors in early fall 2017 to continue to provide such services at the Airport, with the expectation that such vendors would enter into similar agreements with the Corporation. There is no guarantee of the terms of such anticipated agreements, or that such agreements will be entered into at all. See Table 6 under “FINANCIAL INFORMATION—Terminal Building Concessions” for the last five Fiscal Years of the Corporation’s ground transportation, retail and other concessions revenues. Other concessionaires, such as news, food, and gift vendors and restaurant operators within the Airport, generate revenues for the Corporation through the payment of: (i) annually- guaranteed minimum payments in predetermined amounts, (ii) fees calculated as specified percentages of their respective gross revenues, if any, to the extent such fees are in excess of annually-guaranteed minimum payments, and (iii) in some cases, monthly rents per square footage of leased storage space. The Corporation has stated that the primary concession provider for the restaurant, gift shop, and cafe within the Terminal Building is scheduled for renewal in October 2017. Because it is expected that the Terminal Expansion Project will necessitate the temporary relocation of concessionaires, the Corporation and such concessionaire are currently negotiating a temporary concessionaire agreement which is expected to result, on a temporary basis, in a smaller footprint DMWEST #16594819 v6 44 of available concession offerings during the Terminal Expansion Project period. As a result, concession revenues may decrease from current levels until the completion of the Terminal Expansion Project and the selection of a new permanent concession provider. The Terminal Expansion Project is expected to allow for consolidation and improved location of concessions in upon completion of the construction, with the goal of increasing concession revenues in the future. However, there is no guarantee that such increased revenues will be realized. See “THE PROJECT—Terminal Expansion Project.” Parking Facilities Sublease The Corporation and the County entered into a Parking Facilities Sublease dated as of June 1, 2001, as amended (the “Parking Facilities Sublease”) pursuant to which the County subleases from the Corporation a portion of the existing public parking area (the “Subleased Parking Area”) for the Terminal Building. Under the Parking Facilities Sublease, the County is given the nonexclusive right to operate parking facilities at the Subleased Parking Area, including the right to charge for parking. The County has the right to renew the Parking Facilities Sublease for successive annual terms through December 31, 2045. Notwithstanding the foregoing, the Parking Facilities Sublease terminates upon the defeasance of Bonds issued under the Indenture to finance the Terminal Building Project (including the Terminal Building Expansion) and any Bonds issued to refund the same. The County’s decision to renew annually the Parking Facilities Sublease is to be determined by whether or not the County Board has, on or before December 31 of each year, (a) specifically included the rentals under the Parking Facilities Sublease in the County’s annual budget, or (b) if no rentals are expected by the Corporation to be due for the upcoming year, the County did not provide written notice to the Corporation of the County’s intent not to renew. See “CERTAIN INVESTMENT CONSIDERATIONS—Parking Facilities Sublease, De-Icing Facility Sublease and Road Improvements Lease; Annual Appropriation Risk.” The County has renewed the Parking Facilities Sublease each year in accordance with it terms. Under the Parking Facilities Sublease, the County agrees to pay, on April 15 of each year the Parking Facilities Sublease is in effect an annual sum of $10.00 which is to be increased in any year, up to the Space and Facilities Charges Cap Amount applicable in that year, by (a) the amount of Project Revenues required to be deposited in the Capital Fund in order to maintain the Minimum Capital Fund Balance as of April 1 of such year, as determined by the Corporation, and (b) the amount required as of April 1 of such year for the ratio of (x) Net Revenues for such year (excluding any Excess PFC Revenue for such year), together with Other Available Funds and investment earnings on the Debt Service Reserve Fund, to (y) the estimated Debt Service on the Bonds to be 1:1. The Parking Facilities Sublease defines “Space and Facilities Charges Cap Amount” as an amount equal to $411,000 commencing with the Fiscal Year ending December 31, 2017, as adjusted each year starting with the Fiscal Year ending December 31, 2018 by the Denver-Aurora-Lakewood, Colorado Consumer Price Index for all Urban Consumers, All Items, published by the U.S. Bureau of Labor Statistics. DMWEST #16594819 v6 45 De-Icing Facility Sublease The Corporation and the County entered into a De-Icing Facility Sublease dated as of June 1, 2006, as amended (as previously defined, the “De-Icing Facility Sublease”) pursuant to which the County subleases from the Corporation the land and leases the de-icing facility improvements constructed on the land. Under the De-Icing Facility Sublease, the County is given the nonexclusive right to operate the de-icing facility, including the right to charge for services provided by the facility. The County has a right to renew the De-Icing Facility Sublease for successive annual terms through December 31, 2031. Notwithstanding the foregoing, the De- Icing Facility Sublease terminates upon the defeasance of the Series 2017A Bonds and any Bonds issued to refund the Series 2017A Bonds. The County’s decision to renew annually is to be determined by whether or not (a) the County Board has, on or before December 31 of each year, specifically included the rentals under the De-Icing Facility Sublease in the County’s annual budget or, (b) if no rentals are expected by the Corporation to be due for the upcoming year, the County did not provide written notice to the Corporation of the County’s intent not to renew. See “CERTAIN INVESTMENT CONSIDERATIONS—Parking Facilities Sublease, De-Icing Facility Sublease and Road Improvements Lease; Annual Appropriation Risk.” Since its execution, the County has renewed the De-Icing Facility Sublease each year in accordance with it terms. Under the De-Icing Facility Sublease, the County agrees to pay, on April 15 and October 15 of each year the De-Icing Facility Sublease is in effect, the sum equal, in the aggregate, to the current annual Debt Service on the Series 2017A Bonds, subject to a reduction equal to (i) with respect to the April 15th payment, an amount on deposit in the Principal Account and the Interest Account which, as determined by the Corporation, is available to pay principal and interest on the Series 2017A Bonds due on May 1 of such year, and (ii) with respect to the October 15th payment, an amount on deposit in the Interest Account which, as determined by the Corporation, is available to pay interest on the Series 2017A Bonds due on November 1 of such year. The revenues generated by the operation of a de-icing facility by the County are not pledged to the repayment of the Bonds. However, the County has been transferring each year to the Corporation for application to the Revenue Fund certain amounts received by the County pursuant to an agreement between the County and Vail Valley Jet Center, LLC (“VVJC”) in connection with VVJC’s use of a portion of the De-Icing Facility. See Table 2 under “FINANCIAL OPERATIONS—Historical Financial Operations” for such amounts transferred by the County to the Corporation. That agreement terminated in February of 2017. Although it is expected that VVJC will need to use the de-icing facility in the future, neither VVJC nor the County has commenced any negotiations with respect to any agreement regarding such future use. Furthermore, the County is not obligated to transfer any amounts received by it from VVJC or any other users of the de-icing facility and, therefore, such amounts may not be available to the Corporation in the future. Road Improvements Lease The Corporation and the County entered into the Road Improvements Lease, pursuant to which the County leases the Road Improvement Site for purposes of making various road DMWEST #16594819 v6 46 improvements in connection with the realignment of Airport access roads and operating such improvements during the lease term. The County has the right to renew the Road Improvements Lease for successive annual terms through December 31, 2031. Notwithstanding the foregoing, the Road Improvements Lease terminates upon the defeasance of the Series 2017A Bonds and any Bonds issued to refund the Series 2017A Bonds. The County’s decision to renew annually is to be determined by whether or not (a) the County Board has, on or before December 31 of each year, specifically included the rentals under the Road Improvements Lease in the County’s annual budget or, (b) if no rentals are expected by the Corporation to be due for the upcoming year, the County did not provide written notice to the Corporation of the County’s intent not to renew. See “CERTAIN INVESTMENT CONSIDERATIONS—Parking Facilities Sublease, De-Icing Facility Sublease and Road Improvements Lease; Annual Appropriation Risk.” Since its execution, the County has renewed the Road Improvements Lease each year in accordance with it terms. Under the Road Improvements Lease, the County agrees to pay, on April 15 and October 15 of each year, the Road Improvements Lease is in effect, the sum equal, in the aggregate, to the current annual Debt Service on the Series 2017A Bonds, subject to a reduction equal to (i) with respect to the April 15th payment, an amount on deposit in the Principal Account and the Interest Account which, as determined by the Corporation, is available to pay principal and interest on the Series 2017A Bonds due on May 1 of such year, and (ii) with respect to the October 15th payment, an amount on deposit in the Interest Account which, as determined by the Corporation, is available to pay interest on the Series 2017A Bonds due on November 1 of such year, and subject to a further reduction in the amount equal to the amount of payments made by the County to the Corporation under the De-Icing Facility Sublease on April 15 or October 15, as applicable. The revenues generated by the operation of road improvements by the County are not pledged to the repayment of the Bonds. AIRLINE INFORMATION Certain of the Signatory Airlines, or their parent corporations, are subject to the information reporting requirements of the Securities Exchange Act of 1934, as amended, and as such are required to file periodic reports, including financial and operational data, with the SEC. All such reports and statements may be inspected in the Public Reference Room of the SEC at Room 1024, Judiciary Plaza, 450 Fifth Street, NW, Washington DC, 20549, and at the SEC’s regional offices at the Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago, IL 60661-25 11 and 233 Broadway, New York, NY 10279. Copies of these reports and statements also may be obtained from the Public Reference Section of the SEC at 450 Fifth Street, NW, Washington, DC 20549, at prescribed rates. The SEC maintains a website at http://www.sec.gov containing reports, proxy and information statements and other information regarding registrants that file electronically with the SEC. In addition, each domestic airline is required to file periodic reports of financial and operating statistics with the U.S. Department of Transportation (the “DOT”). Information collected from these reports is available from the DOT's Bureau of Information Statistics on its website at https://www.transtats.bts.gov. The contents of this website are not incorporated into this Official Statement. DMWEST #16594819 v6 47 Neither the Corporation nor the Underwriter undertakes any responsibility for, and neither of them makes any representations as to, the accuracy or completeness of the content of information available from the SEC or the DOT as discussed above, including, but not limited to, updates of such information or links to other Internet sites accessed through the SEC or the DOT websites. The contents of such websites are not incorporated into this Official Statement by this reference. Airlines owned by foreign governments or foreign corporations operating airlines (unless such foreign airlines have American Depository Receipts registered on a national exchange) are not required to file information with the SEC. Airlines owned by foreign governments, or foreign corporations operating airlines, file limited information only with the DOT. THE PROJECT Terminal Building Project and the Terminal Expansion Project The Terminal Building, together with access road improvements and non-revenue public parking areas comprise the Terminal Building Project. The current Terminal Building is an approximately 91,000 square foot scheduled commercial passenger terminal which includes six gate locations, thirteen ticket counters (each counter is a two-position counter) in the ticketing lobby; airline ticket operations offices behind the thirteen ticket counters; an outbound baggage conveyor system for all airline ticket counters and curbside check-in ticket counters; six ticket counters located outside the terminal at the curbside check-in area; three ‘T’-shaped baggage conveyors, and one oversized baggage slide, all located in the baggage claim area; restrooms, passenger hold rooms, airline operations space, and concession space. The Corporation believes that the Terminal Expansion Project is necessary in order to address known deficient areas within the Terminal Building, such as curbside/check-in operational concerns, TSA screening checkpoint passenger flow concerns, and departure lounge and baggage claim issues. The Corporation expects that the Terminal Expansion Project would enhance the customer experience with a larger circulation area and updated amenities, provide flexibility for terminal operations with shared use gates, and increase the level of safety and efficiency with the addition of four passenger boarding bridges (PBBs). The Terminal Expansion Project will involve the re-design, replacement and expansion of the entire hold room portion of the existing Terminal Building which currently contains six gate locations. Upon completion, such area is planned to consist of two levels containing approximately six gates, passenger holding rooms, restrooms, two escalators, one elevator, and core shell space for future concessionaire spaces (which will ultimately be built out by such concessionaires), support services, and a redesigned TSA checkpoint that will increase queuing space. Gates One through Four will be located on the second floor and will be served by PBBs and Gates Five and Six will be located on the first floor and will be ground boarding gates. The Terminal Expansion Project is expected to add approximately 50,000 square feet to the current Terminal Building, resulting in approximately 141,000 square foot Terminal Building upon completion of the Terminal Expansion Project. DMWEST #16594819 v6 48 During the Terminal Expansion Project, four temporary gates and a food concessions area will be located in or near “Terminal B” (possibly with the addition of a temporary structure during construction) and a minimum of two gates will be utilized in the existing Terminal Building while the other four gates are being constructed. Terminal B is located adjacent to the Vail Valley Jet Center approximately 500 ft. to the east of the Terminal Building and will be connected to the Terminal Building with a temporary corridor. These temporary facilities will allow for full passenger terminal operations while the Terminal Expansion Project is being completed. The Terminal Expansion Project was designed and will be built by the Design-Builder pursuant to the DB Contract, which is described in more detail under “—Design-Build Contract for the Terminal Expansion Project; Consulting Engineer” below. The Terminal Building Project is owned by the Corporation and is located on the Terminal Building Site which is owned by the County and leased to the Corporation pursuant to the terms of the Terminal Ground Lease, described in “—The Ground Leases” below. The Terminal Expansion Project will also be owned by the Corporation and will be located on the Terminal Building Site. Pursuant to the terms of the Project Construction and Management Agreement dated as of ________, 2017 and a predecessor agreement (collectively, the “Terminal Building Management Agreement”), the County operates the Terminal Building Project on behalf of the Corporation. 2006 Project The 2006 Project consisted of (i) construction of an aircraft de-icing facility comprised of a surface area of 122,000 square feet, two concrete pads, and two underground containment systems and related improvements, and (ii) construction and realignment of access roads to the Airport by re-routing the western end of Eldon Wilson Road to intersect Cooley Mesa Road with Spring Creek Road and the acquisition of an adjacent approximately 2.0-acre property in connection with the road realignment. The de-icing facility and the Road Improvement Site are owned by the Corporation. The de-icing facility is located on the De-Icing Facility Site that is leased by the Corporation from the County under the De-Icing Facility Ground Lease. The De-Icing Facility Site and the improvements constructed thereon are subleased by the Corporation to the County under the De-Icing Facility Sublease. The Road Improvement Site is leased by the Corporation to the County under the Road Improvements Lease. The remaining portion of the road improvements is located on the land owned by the County but is leased to the Corporation. The County operates the de- icing facility pursuant to the De-Icing Facility Sublease and all road improvements pursuant to the Road Improvements Lease. See “AIRPORT AGREEMENTS— De-Icing Facility Sublease;—Road Improvements Lease.” The Design-Build Contract for the Terminal Expansion Project; Consulting Engineer The Corporation entered into a design-build agreement (as previously defined, the “DB Contract”) with Hensel Phelps Construction Co., a Delaware general partnership (as previously defined, the “Design-Builder”) for the design and construction of the Terminal Expansion DMWEST #16594819 v6 49 Project. The DB Contract sets a guaranteed maximum price of $29,145,837. The current construction budget includes an additional approximately $3,855,000 to be paid by the Corporation directly for various costs related to the Terminal Expansion Project, such as costs related to building permits fees, passenger boarding bridges, temporary facilities and contingency, which brings the total estimated costs of the Terminal Expansion Project to approximately $33,000,000. The Design-Builder agrees to construct the Terminal Expansion Project based on the schedule which provides for milestone dates by which substantial completion of each phase of construction must be achieved. The DB Contract provides that substantial completion of all work under the DB Contract must occur on November 15, 2019 (the “Substantial Completion Date”). If such milestones and the Substantial Completion Date are not achieved, the DB Contracts requires the Design-Builder to pay liquidated damages for each day of delay up to a maximum aggregate limit of $750,000. Hensel Phelps Construction Co. is one of the largest general contractors and construction managers in the United States, ranked consistently among ENR's (Engineering News-Record) top 20 Contractors. Founded in 1937 by a small, local builder in Greeley, Colorado, Hensel Phelps has grown into a multibillion-dollar employee owned, national contractor. The Hensel Phelps team has delivered over 190 aviation projects with a combined value exceeding $6 Billion. Hensel Phelps provides extensive experience coordinating with airport operations and airlines facilities personnel throughout the United States, including the successful delivery of projects at many major airports, such as Baltimore–Washington International Airport, Dallas/Fort Worth International Airport, Washington Dulles International Airport, George Bush Intercontinental Airport, Los Angeles International Airport, Orlando International Airport, San Francisco International Airport and San Jose International Airport. Hensel Phelps has worked on a variety of aviation project types for the Federal Aviation Authority (FAA), local and regional aviation authorities, the Department of Defense, as well as private airlines. This past experience will allow Hensel Phelps to be the expert in planning and site logistics as well as coordination and phasing activities while working in the fully operational airport. The Corporation retained Menendez Architects pc as the consulting engineer for the Terminal Expansion Project (the “Consulting Engineer”). Menendez Architects pc is a full service architectural firm based in Aspen, Colorado, with over 33 years of experience in the design of public, commercial, industrial and residential projects. Menendez Architects was involved as the architect of record on five Eagle County Regional Airport Projects and dozens of Eagle County Projects, including the TSA Security Checkpoint and Office Remodel in the existing Terminal and new Snow Removal Equipment Facility. In accordance with the requirements of the Indenture, the Corporation will collaterally assign to the Trustee all of its rights, title and interest in and to the DB Contract, all contracts entered into by the Corporation in connection with the performance of the work or the supply of the materials required for the construction of the Terminal Expansion Project, all guarantees and other undertakings covering the quality or performance of the work or the quality of the materials required by the Construction Contract, contracts and subcontracts, all building permits, governmental permits, governmental approvals, licenses, and authorizations issued in connection with the construction, development or operation of the Terminal Expansion Project; and all DMWEST #16594819 v6 50 plans, specifications and other information related to the design or construction of the Terminal Expansion Project prepared by the Corporation, Design-Builder, any other contractor or subcontractor and any other person involved in the design or construction of the Terminal Expansion Project. The Trustee is to have the right (but not the obligation) at any time to cure any default under the foregoing documents collaterally assigned to it or to protect the rights of the Corporation or the Trustee under such documents. The Design-Builder has consented to such collateral assignment of the DB Contract and has agreed that upon receipt of a written notice from the Trustee that that the Corporation is in default under the Indenture or the Deed of Trust, the Design-Builder shall continue performance on behalf of the Trustee under the DB Contract according to its terms. Similarly to the assignment of the DB Contract, the Corporation will also assign all of its rights under the contract with the Consulting Engineer to the Trustee and the Consulting Engineer will consent to such assignment and will agree that upon receipt of a written notice from the Trustee that that the Corporation is in default under the Indenture or the Deed of Trust, the Consulting Engineer shall continue performance on behalf of the Trustee under the Consulting Engineer Contract according to its terms. Ground Leases The Terminal Building Site on which the Terminal Building Project is located (and on which the Terminal Expansion Project will be located) is owned by the County and leased by the County to the Corporation pursuant to the Second Restated Ground Lease dated December 16, 1996, as supplemented and amended (as previously defined, the “Terminal Building Ground Lease”). The De-Icing Facility Site on which the de-icing facility is located is also owned by the County and leased by the County to the Corporation pursuant to the Ground Lease dated as of June 1, 2006, as supplemented and amended (as previously defined, the “De-Icing Facility Ground Lease” and together with the Terminal Building Ground Lease, the “Ground Leases”). The Terminal Building Ground Lease expires on December 31, 2045, but is required to be terminated earlier in the event the Bonds which financed or refinanced the Terminal Building Project (including the Terminal Building Expansion) have been defeased. The De-Icing Facility Ground Lease expires on December 31, 2031, but is required to be terminated earlier upon defeasance of the Series 2017A Bonds and any Bonds issued to refund the Series 2017A Bonds. Under the original Ground Leases, the Corporation was required to pay to the County annual rent payable in equal monthly installments. In connection with the issuance of the Series 2017 Bonds, each Ground Lease will be amended to provide that the rent will be payable once a year, in May of each year, but not sooner than May 2, after (i) all principal and interest payments due on the Bonds then outstanding under the Indenture have been paid in full on the immediately preceding May 1, (ii) all deposits into the Debt Service Reserve Fund required by the Indenture have been made and (iii) the Capital Fund is funded in the amount of the Minimum Capital Fund Balance. If any requirements set forth in clauses (i) through (iii) above are not met, the amendments to the Ground Leases will provide that the rent is to be deferred until the next following month in which each of such requirements are met and that such deferred amount shall not accrue any interest. See “THE SERIES 2017 BONDS—Flow of Funds.” DMWEST #16594819 v6 51 The Project Agreements The Terminal Building Project Agreement provides that, upon the defeasance of the Series 2011A Bonds and the Series 2017B Bonds and any Bonds which are issued to refund such Bonds, the County shall receive unencumbered title to the Terminal Building Project (including the Terminal Expansion Project) and the County shall have the right, but not the obligation, to cure certain defaults by the Corporation under the Indenture, including the right to make monthly payments with respect to principal of and interest on Series 2011A and the Series 2017B Bonds. The De-Icing Facility/Road Improvements Agreement provides that, upon the defeasance of the Series 2017A Bonds and any Bonds which are issued to refund such Series 2017A Bonds, the County shall receive unencumbered title to the 2006 Project and the County shall have the right, but not the obligation, to cure certain defaults by the Corporation under the Indenture, including the right to make monthly payments with respect to principal of and interest on the Series 2017A Bonds and any bonds issued to refund the Series 2017A Bonds. Under all Project Agreements, the County has the right, among others, to acquire the Terminal Building Project (including the Terminal Expansion Project) or the 2006 Project, as applicable, free of encumbrances by paying to the Trustee or placing into escrow an amount sufficient to pay and defease the applicable Bonds. Any amounts advanced by the County pursuant to the Project Agreements shall be considered indebtedness of the Corporation to the County, secured by the revenues of the Corporation pledged by the Project Agreements and by the Indenture to the payment of such indebtedness on a basis subordinate to the Bonds. The Terminal Building Management Agreement Pursuant to the Terminal Building Management Agreement, the County agrees to manage, operate and maintain the Terminal Building Project in a manner to ensure that the Terminal Building Project remains suitable and efficient for use as a passenger terminal in accordance with the standards set forth in the Indenture and Terminal Building Project Agreement and to keep the Terminal Building Project in good repair and operating condition. A prior Terminal Building management agreement expired in 2015; however, the Corporation and the County have continually performed their respective obligations outlined thereunder since such expiration as if such agreement had not expired. Prior to the issuance of the Series 2017 Bonds, the Corporation and the County expect to enter into a new Terminal Building Management Agreement on substantially similar terms as such prior agreement. The Terminal Building Management Agreement expires on December 31, 2041, unless terminated prior to that date. Either the County or the Corporation may terminate the Terminal Building Management Agreement without cause upon 30-day prior written notice or for cause upon 15-day prior written notice. Under the Terminal Building Management Agreement, the Corporation agrees to pay the County, as manager, an annual management fee, payable in May of each year, but not sooner than May 2, after (i) all principal and interest payments due on the Bonds then outstanding under the Indenture have been paid in full on the immediately preceding May 1, (ii) all deposits into the Debt Service Reserve Fund required by the Indenture have been made and (iii) the Capital Fund is funded in the amount of the Minimum Capital Fund Balance. If any requirements set forth in clauses (i) through (iii) above are not met, the Terminal Building Management Agreement DMWEST #16594819 v6 52 provides that the management fee is to be deferred until the next following month in which each of such requirements are met and that such deferred amount shall not accrue any interest. THE CORPORATION AND THE COUNTY The Corporation General. The Corporation is a Colorado nonprofit corporation operating under the Nonprofit Corporation Law of the State of Colorado. The Corporation was originally organized in 1996. Pursuant to its articles of incorporation (the “Articles of Incorporation”), the Corporation is organized and formed exclusively on behalf of and for the benefit and in furtherance of the purposes of the County and the inhabitants thereof. All moneys realized by the Corporation are to be used exclusively for the operation, maintenance and development of property of the Corporation, including payment of obligations of the Corporation in connection therewith (such as the Series 2011A Bonds and the Series 2017 Bonds), which property shall be used to provide public facilities, including but not limited to airport and related facilities. Any such property is to be located within the County or have a substantial connection therewith. Prior to the issuance of the Series 2017 Bonds, the Corporation will adopt a resolution authorizing, among other things, the issuance, sale and delivery of the Series 2017 Bonds and the execution and delivery of the Indenture and certain other documents in connection therewith, and reaffirming the Ground Lease, the Deed of Trust and the Project Agreements, as amended pursuant to amendments entered in connection with the issuance of the Series 2017 Bonds. The Corporation currently has no employees. Pursuant to the Terminal Building Management Agreement, the County manages the operation and maintenance of the Terminal Building Project and will also manage the construction of the Terminal Expansion Project pursuant to the Terminal Building Management Agreement. See “THE PROJECT—The Terminal Building Management Agreement.” The Corporation subleases to the County certain parking areas and the De-Icing Facility. See “AIRPORT AGREEMENTS—Other Terminal Building Revenues.” Governance. The Corporation has no members. The affairs of the Corporation are governed by a Board of Directors (the “Board”) comprised of three permanent ex-officio voting members who shall be the three members of the County Board, two additional voting members who shall be appointed by the County Board and one ex-officio permanent non-voting member. The names and terms of office of the current County commissioners are set forth below under “County Government and Management.” The remaining Board members are comprised of Bryan Treu, Jill Klosterman, and Kip Turner. The Board has appointed the following individuals to serve as the officers of the Corporation: Jill Ryan as President, Jill Klosterman as Treasurer, and Bryan Treu as Secretary. DMWEST #16594819 v6 53 The County The County is a political subdivision of the State, duly organized and existing under the laws and constitution of the State. The County is located approximately 100 miles west of Denver, and as of July 1, 2016, had a population of approximately 53,989 people. The County encompasses approximately 1,686 square miles and spans from the summit of Vail Pass west to Glenwood Canyon, and from the Town of Basalt north to the community of McCoy. Approximately 80% of the land is publicly owned and is controlled primarily by the U.S. Forest Service and the U.S. Bureau of Land Management. Interstate Highway 70 serves as the principal corridor through the County. The eastern portions of the County have experienced considerable growth and change during the past 60 years and include the Vail and Beaver Creek Ski Resorts, as well as the communities of Avon, Eagle-Vail, Singletree, Edwards, Cordillera, Eagle, Gypsum, Minturn, and Arrowhead. The western and southern portions of the County are changing from agricultural and ranching based economies to economies that are also based upon real estate development, tourism and recreation. The northern portion of the County is still primarily rural in nature. Skiing and tourism comprise the largest components of the local economic base. See “APPENDIX B—ECONOMIC AND DEMOGRAPHIC INFORMATION REGARDING EAGLE COUNTY.” The County’s non-winter outdoor recreational opportunities have historically attracted visitors from all parts of the United States. Fishing and big game hunting for deer and elk (the Flat Tops outside Dotsero is home to North America’s largest elk herd) make significant contributions to the local economy each year. Golfing, tennis, hiking, camping and mountain biking are important components of the County’s summer economy. County Government and Management The Board of County Commissioners The Board of County Commissioners of the County (the “County Board”) exercises the constitutional and statutory powers granted to the County. The County is divided into three districts of relatively equal population as required by statute. The members of the County Board are elected from each district by the voters of the entire County to serve staggered four year terms. The boundaries of the County’s three districts were redrawn and adopted by the County Board in 2001. Statutes require the County Board to hold regular meetings at least once a month and at such other times as, in the opinion of the County Board, the public interest may require. Currently, the County Board meets once every week. The names of the present County Board members are set forth below. Each Board member is a full-time County Commissioner. Name, Title Term Expires Jill Hunsaker Ryan, Chair January 2021 DMWEST #16594819 v6 54 Kathy Chandler-Henry, Commissioner January 2021 Jeanne McQueeney, Commissioner January 2019 County Board Powers The County Board acts by resolution, and in accordance with Section 30-11-107, Colorado Revised Statutes, as amended, has the following powers: to make such orders concerning the property belonging to the County as it deems expedient; to examine and settle all accounts of receipts and expenses of the County; to build and keep in repair County buildings and to cause the same to be insured; to apportion and order the levying of taxes as provided by law; and to contract loans to erect necessary public buildings and to make or repair public roads or bridges, when so authorized by the legal voters of the County; and to have the care of the County’s property and the management of the business and concerns of the County in all cases where no other provisions are made by law. Administration The County Board has employed the following key employees to assist them in administering the daily affairs of the County. County Manager – Bryan Treu is currently acting as the Interim County Manager. The County has begun the process of recruiting a new County Manager and expects to have the position filled in fall 2017. County Attorney – Bryan Treu has served as the County Attorney since September 1, 2005. He has previously served as Assistant County Attorney since 2001 and prior to that he was in private practice. The Eagle County Attorney is appointed by the County Board to provide legal services to the County Board as well as elected county officials, county departments and boards. Mr. Treu holds an undergraduate degree from Pepperdine University and a law degree from the University of Colorado. Finance Director – Jill Klosterman has served as the Eagle County Housing Department’s Director since 2010 and was promoted to the Finance Director position in 2017. She has worked in real estate finance for 20 years. Prior to joining the County, she worked for a low income housing tax credit syndicator in Chicago, Illinois, for the Colorado Housing and Finance Authority in its commercial lending division. Prior to her work in affordable housing, Ms. Klosterman worked for an investment bank in its real estate lending division. Ms. Klosterman serves on the boards of Housing Colorado and the Colorado Chapter of the National Association of Housing and Redevelopment Officials and has been a speaker at many industry conferences and workshops. Ms. Klosterman has an MBA with a focus in Real Estate and Urban Land Economics from the University of Wisconsin and an undergraduate degree in Accounting from Marquette University. Director of Aviation – Kip Turner was appointed as Director of Aviation for the Airport in 2017. He is a certified member of the American Association of Airport Executives with more than two decades of experience in airport management and development, including former leadership roles as Executive Director of the Grand Junction Regional Airport Authority and the DMWEST #16594819 v6 55 Director of Aviation at the Durango La Plata County Airport. Mr. Turner holds a bachelor’s degree in Aviation Management from Auburn University and has been a licensed pilot for over 30 years with single and multi-engine ratings. Facilities Director – Rick Ullom was appointed as Facilities Director in 2017. He previously served as the Construction Manager for Eagle County’s Project Management Department since 2006 that included every major capital project for the County during his tenure. He has previously served as a Project Manager for three Construction Contractors and Owners Representative for two other government organizations since 1984. Mr. Ullom holds a bachelor’s degree in Construction Management from Colorado State University. Mr. Ullom will oversee the construction of the Terminal Expansion Project. County Employees, Employee Relations The County currently employs approximately 20 full-time and 18 seasonal staff employees at the Airport. The County considers its employee relations to be very good. The County does not recognize any unions as bargaining agents for its employees. County Insurance Coverage The County is one of 52 Colorado counties that are participating members of the Colorado Counties Casualty and Property Pool (“CAPP”). CAPP is a multi-line property and casualty pool with reserves for claims of approximately $6.4 million as of December 31, 2016. CAPP began operations on July 1, 1986 and was approved to operate in Colorado by the State Insurance Commissioner who, based on independent actuary projection of losses, and together with an independent actuary, has determined the pool to be fully funded. CAPP secures excess insurance coverage up to certain limits with several commercial insurance companies. The coverages, conditions of membership and other provisions applicable to members of CAPP are described in CAPP’s bylaws, and in the excess policies obtained by CAPP. The coverages provided to the County through membership in CAPP and in consideration of the payment of its annual contribution are limited to: 1. Commercial general liability coverage of up to $10,000,000; 2. Automotive liability coverage of up to $10,000,000; 3. Property coverage of up to $100,000,000; and 4. Public officials’ liability coverage of up to $10,000,000. The County also carries liability insurance outside of CAPP in connection with its operation of the County Airport. Such insurance generally provides coverage to a maximum of $5,000,000 per occurrence subject to the exceptions stated in the insurance policy. DMWEST #16594819 v6 56 Legal Matters Affecting the County Litigation. [According to the County Attorney, the County is not subject to any pending or threatened litigation which would materially, adversely affect the County’s operations or financial condition. [Confirm before posting] Sovereign Immunity. The Colorado Governmental Immunity Act, Sections 24-10-101 et seq., Colorado Revised Statutes, as amended (the “Immunity Act”), provides, in part, that public entities are immune from liability in all claims for injury which lie in tort or could lie in tort (regardless of the type of action or the form of relief chosen by the claimant), except to the extent specifically excluded by the Immunity Act. These exclusions include claims resulting from: (a) the operation, by a public employee during the course of his or her employment, of a motor vehicle (other than certain emergency vehicles) which is owned or leased by a public entity; (b) the operation by a public entity of a public hospital, correctional facility or jail; (c) a dangerous condition of any public building; (d) a dangerous condition that impedes traffic on a public highway, road or street, a dangerous condition caused by a failure to realign traffic signs turned to reassign the right-of-way or by a failure to repair traffic lights displaying conflicting directions, or a dangerous condition caused by a known accumulation of snow and ice which interferes with access to public buildings; (e) a dangerous condition of any public hospital, jail, public facility located in any park or recreation area maintained by a public entity, or public water, gas, sanitation, electrical, power, or swimming facility; (f) the operation and maintenance by a public entity of any public water, gas, sanitation, electrical, power or swimming facility; (g) the operation and maintenance of a qualified state capital asset that is the subject of a leveraged leasing agreement or (h) failure to perform an education employment required background check. The maximum amount that may be recovered on a claim based on a single occurrence involving one of the exclusions of the Immunity Act is limited to $350,000 for injury to one person and $990,000 for injury to two or more persons in a single occurrence. The Immunity Act also provides that public entities are not liable either directly or by indemnification for punitive or exemplary damages or for damages for outrageous conduct, except where the public entity determines by resolution that it is in the public interest to defend or settle a claim for punitive damages against a public employee. The County, however, may not be immune from liability and may be subject to liability in excess of the maximum limits established by the Immunity Act in the event of claims based on certain federal laws or state laws not grounded in tort, for example: suits filed pursuant to 42 U.S.C. § 1983 alleging the deprivation of federal constitutional or statutory rights of an individual, suits alleging anti-competitive practices and violation of the anti-trust laws by the County in the exercise of its delegated powers and suits based on breach of contract. The Immunity Act also specifies the sources from which judgments against public entities may be collected. Pursuant to the Immunity Act, a public entity may prospectively waive its immunity. The County has not waived its immunity and has no plans to do so. The Immunity Act may be amended by the State General Assembly at any time. Aside from liability for certain tortious actions, as described above, the County may also be subject to civil liability for actions under various federal or State laws. Examples of potential federal civil liability include suits filed pursuant to 42 U.S.C. § 1983 alleging the deprivation of federal constitutional or statutory rights of an individual, and suits alleging anti-competitive practices and violation of antitrust laws except in the exercise of its delegated powers. Examples of potential civil liability under State laws include actions related to contractual obligations, such DMWEST #16594819 v6 57 as employment contracts, capital construction contracts and lease contracts, and actions alleging inverse condemnation. THE AIRPORT Airport Facilities General. The Airport is a publicly owned and used airport located in northwest Colorado between the towns of Eagle and Gypsum, approximately 35 and 25 miles, respectively, from the Vail and Beaver Creek Resorts/Ski Areas. The present Airport site encompasses approximately 650 acres, and includes one 9,000- foot runway that is 150 feet in width. The runway pavement section consists of 12 inches of asphalt on six inches of aggregate base course. The pavement section is rated at greater than 75,000 pounds for aircraft with single wheel gear and 255,000 pounds for aircraft with dual tandem wheel gear. The runway is painted with precision instrument runway markings. Taxiway “A” is a 75-foot-wide full-length taxiway parallel to and south of the runway and is paved with asphalt. In 1996, the Corporation undertook the construction and equipping of the Terminal Building as well as the construction of parking areas, access road improvements, and sewer and other utility improvements. The Terminal Building was expanded in 2001 and in 2007 and will be further expanded and renovated as part of the Terminal Expansion Project. See “THE PROJECT—The Terminal Building Project and the Terminal Expansion Project.” Outside of the Terminal Building, the Airport currently has two separate aircraft parking aprons. The concrete air carrier and general aviation parking apron for Terminal A and the FBO Terminal is located on the south side of the runway and is approximately 110,000 square yards in size. There are air carrier parking spaces for a total of 10 Boeing 757 aircraft. There is an additional general aviation apron north of the runway and adjacent to a closed runway which now serves as Taxiway “B.” The north apron contains approximately 32,915 square yards of paved aircraft parking space. There are 13 tie-down positions marked on the north apron that are used to tie down aircrafts. The runway is equipped with a High Intensity Runway Lighting system, including Precision Approach Path Indicator Lights and Runway End Identifier Lights. There is a rotating beacon to assist pilots in locating the Airport at night and during periods of inclement weather. The Airport has an air traffic control tower to assist pilots in making landings and takeoffs. A Category I Instrument Landing System is installed on Runway 25, which has increased the aircraft arrival capacity and reliability of the Airport during periods of adverse/low-visibility weather. A BI-6 radar system was commissioned in summer 2007 and has further increased arrival and departure capacity during all periods at the Airport. The 1,000-foot runway extension project, completed in 2009, has enhanced safety at the Airport and increased payload capacity for departing aircraft. The Terminal Building and the FBO Terminal (described in “—General Aviation Services” below) are located on the south side of the runway. In addition to these facilities, there are large executive hangars, a fuel truck storage area, a de-icing facility and an underground fuel DMWEST #16594819 v6 58 farm on the south side. An electrical vault and telephone equipment room are located just south of the vehicular parking lot. The north apron area includes the following facilities: air traffic control tower; ceilometer; an Automated Weather Observation System; the Colorado Army National Guard Colorado High Altitude Training Site Headquarters; seven executive hangars; and an Airport maintenance shop and storage area. In 1992, the County constructed an approximately 12,000-square-foot air rescue and fire- fighting and snow removal equipment building (“ARFF/SRE”). The ARFF/SRE building contains six bays, an apparatus storage area, maintenance and parts repair areas, a day/training room and a watch alarm room. This facility is located on the south side of the runway, near the Terminal Building Project Site. In the last five years, approximately $35,000,000 in capital improvements have been made to the Airport facilities, with most improvements funded with federal AIP grants to the Airport. These improvements are shown in the table below. Year Project Amount 2012 Air Carrier Apron Construction (Phase I) $1,894,737 Air Carrier Apron Construction (Phase I) 391,813 2013 Snow Removal Equipment Facility 1,988,364 Snow Removal Equipment Facility 3,011,636 2014 Air Carrier Apron Construction (Phase II) 8,858,000 CDOT Runway/Taxiway Pavement Maintenance Project 515,000 2015 Air Carrier Apron Construction (Phase III) (AIP 55) 7,699,181 2015 North GA Area Infrastructure (Phase I) 500,000 2016 Air Carrier Apron Construction (Phase IV) (Design and 2017 Construction) (AIP 56) 9,569,610 DMWEST #16594819 v6 59 The area west of the north apron and surrounding Taxiway “B” has been leased to the Colorado Army National Guard for future expansion of the Colorado High Altitude Training Site. Two access roads provide entry into the Airport. One is located north of the Airport and links the general aviation apron to U.S. Highway 6. The other is located south of the Airport and links the commercial aircraft apron, including the Terminal via Cooley Mesa Road to U.S. Highway 6. This road provides access to the Terminal Building Project and in 2007 was aligned to intersect with Spring Valley Road, at its Cooley Mesa road intersection. Interstate 70, approximately 3/4 of a mile north of the Airport, is accessible to the west via the U.S. 6 connector through the Towns of Eagle and Gypsum. The Airport has one underground fuel farm located on the south side of the Airport at the FBO Terminal and one above-ground fuel farm located on the north side of the Airport. The underground fuel farm consists of one 5,000 gallon defuel tank, two 40,000 gallon, two 30,000 gallon and two 20,000 gallon jet fuel tanks. There is also an underground 10,000 gallon lead-free vehicle fuel tank. The above-ground fuel farm on the north side consists of a 12,000 gallon jet fuel tank and a 12,000 gallon 100LL avgas tank. All utility lines serving the Airport are buried underground and provide service to the buildings and airfield facilities. All utilities can be extended to accommodate the Project. Potable water and water for fire protection are provided to the Airport by the Town of Gypsum. Electricity is provided by Holy Cross Electric and natural gas is provided by Black Hills Energy. The Airport’s telephone service is provided by CenturyLink. Trash and refuse are collected and hauled to the County landfill which is approximately 13 miles east of the Airport. Wastewater treatment for Airport facilities is provided by the Town of Gypsum. General Aviation Services. Vail Valley Jet Center, LLC (as previously defined, “VVJC”), located at the facility commonly referred to as the FBO Terminal, operates at the Airport a fixed-base service providing general aviation users, facilities and operations pursuant to an Amended and Restated Fixed Base Operator Concession Agreement and Lease dated as of September 29, 2009 (as amended and supplemented, the “FBO Lease”). The initial term of the FBO Lease expires on December 31, 2039, with an option exercisable by VVJC to renew the FBO Lease for an additional 10 years. Pursuant to the FBO Lease, VVJC (a) provides certain aircraft line services, aircraft airframe and engine repair and maintenance services, charter services, aircraft rental and flight instruction services, and (b) leases at the Airport from the County certain property on which a general aviation terminal, hangars and fuel farm is located. Payments under the FBO Lease are not pledged to the payment of the Bonds. Airport Management Airport operations are accounted for in an enterprise fund of the County and the Airport is currently managed by the County Manager under the supervision of the County Board. See “—County Government and Management” above under this caption. The County recently hired a new Director of Aviation, Kip Turner, which will manage the Airport under the supervision of the County Manager and the County Board. DMWEST #16594819 v6 60 Budget Process. The Airport’s budget is prepared on the basis of modified accrual accounting. As a fully integrated fund of the County, the Airport budget is prepared by the Director of Aviation (or in the absence of the Director of Aviation, the County Manager) and other employees of the County, and then submitted to the County and incorporated into its budget as one of the County’s enterprise funds. Accordingly, the Airport budget is subject to the budgeting requirements of the State, and the related budget hearings and open public meeting requirements of the County’s budget process. The budget is ultimately approved by the County Board. The County Board approved the Airport’s operating budget for 2017 in December of 2016. Airport Insurance. The County maintains property and general liability insurance. The Airport maintains a comprehensive general liability insurance policy purchased through AON Risk Services Central, Inc. with, among other coverages, an aggregate products/completed operations limit of $100,000,000, an aggregate personal and advertising injury limit of $50,000,000 and a limit per occurrence of $100,000,000. In addition, the County maintains construction and builder’s risk insurance for certain capital projects at the Airport. Service Area The Airport serves the County and surrounding areas, including Summit County, Garfield County, Pitkin County, Routt County, and the communities of Arrowhead, Avon, Beaver Creek, Eagle, Eagle-Vail, Edwards, and Vail. Commercial service at the Airport, however, serves primarily destination passengers visiting the Vail, Arrowhead and Beaver Creek resorts, as well as the ski and resort areas at Aspen, Buttermilk, Snowmass, Copper Mountain, Arapahoe Basin, Keystone, Breckenridge and Ski Sunlight. As of December 31, 2016, the County had an estimated permanent resident population of 53,989 representing approximately a 1.2% increase from the County’s population of 53,346 in 2015. The County’s economy is heavily dependent on the tourism industry, which is based in great part on skiing and resort-based activities. For additional information relating to the County and the skiing and resort activities located therein, which is the primary area within the service area of the Airport, see “APPENDIX B—ECONOMIC AND DEMOGRAPHIC INFORMATION REGARDING EAGLE COUNTY.” Airport Master Plan and Capital Improvements Effecting Terminal Building The County and the Corporation approved an updated Airport Master Plan in 2014 which outlines a twenty year capital improvement program (from 2013 through 2032) for both the Airport and the Terminal Building Project and other facilities and improvements financed by the Corporation based on existing facilities, aviation activity forecasts, sustainability, and identified future needs on all areas of the airport including terminal, airfield, and landside areas. The Airport Master Plan was prepared by Jviation, a planning, design, and construction administration firm headquartered in Denver, Colorado. Airport Master Plans are typically updated every seven to ten years, or longer, based on the then current needs. The capital improvement plans are prepared annually taking into account the Airport Master Plan. DMWEST #16594819 v6 61 Capital Improvements Effecting Terminal Building. The Airport Master Plan anticipates $71,000,000 (in 2013 dollars) and $91,000,000 (adjusted for 3% inflation every year starting in 2014) in capital improvements costs for the period from 2013 through 2032. The Airport Master Plan divides such capital improvements into three planning periods as described below. Capital improvements anticipated to be completed during the short term period (2013- 2017) include terminal interior renovation projects, certain road improvements projects, the Terminal Expansion Project and the passenger boarding bridges to be funded with a combination of available cash, revenue bonds and private third party financing for a total of approximately $34,500,000 (as adjusted for inflation). Other than the Terminal Expansion Project and PBBs, the Corporation does not anticipate completing other projects identified in the Airport Master Plan for the 2013-2017 period. Capital improvements included in the Airport Master Plan for the intermediate term period (2018-2022) and long-term period (2023-2032) include various road and parking improvements and further expansion of the Terminal Building. The Corporation has not recently evaluated the timing, costs or funding sources of any of the projects included in the intermediate and long term ranges of the Airport Master Plan. FINANCIAL INFORMATION General The Corporation maintains its financial records on a calendar year basis, using the accrual method of accounting. Financial statements are audited annually by a firm of independent auditors. Financial statements for the Fiscal Years ended December 31, 2016 and 2015 are included in this Official Statement as set forth in APPENDIX C. See also “INDEPENDENT AUDITORS.” Historical Financial Operations Set forth below is a Summary of Revenues, Expenses and Changes in Retained Earnings for the Corporation, for the Fiscal Years ended December 31, 2012 through December 31, 2016, as well as the first quarter of the Fiscal Year ended December 31, 2017. This information is based on the audits of the Corporation, as prepared by McMahan and Associates, LLC, independent auditors, for the Fiscal Years ended December 31, 2012 through 2016, and the unaudited financials of the Corporation for the first two quarters of the Fiscal Year ending December 31, 2017 (and a comparison for the same period in the last Fiscal Year). [Remainder of this page left intentionally blank.] DMWEST #16594819 v6 62 TABLE 2 Eagle County Air Terminal Corporation Summary of Revenues, Expenses and Changes in Retained Earnings 2012* 2013* 2014 2015 2016 2016 (Q2)** 2017 (Q2)** OPERATING REVENUES Building Rentals1 $ 4,311,704 $ 4,504,879 $ 4,333,228 $ 4,531,024 $ 4,856,864 $ 2,890,931 $ 2,792,445 Concessions – (includes advertising)2 391,680 342,941 358,099 328,845 359,129 166,652 196,457 VVJC Cost Share Lease Revenue3 45,311 45,311 45,311 45,311 45,311 45,311 -- Miscellaneous 145,443 3,376 40,909 124 12,685 12,685 -- Total Operating Revenue 4,894,138 4,896,507 4,777,548 4,905,304 5,273,990 3,115,579 2,988,902 OPERATING EXPENSES General and Administrative (including capital interest amortization) 1,395,846 1,409,802 1,473,745 1,475,609 1,482,611 783,491 772,048 Rebate 300,000 300,000 300,000 300,000 300,000 150,000 150,000 Depreciation 1,406,093 1,468,186 1,470,982 1,525,250 1,529,655 812,798 812,798 Total Operating Expense 3,101,939 3,177,987 3,244,727 3,300,859 3,312,266 1,746,289 1,734,846 Net Operating Income 1,792,199 1,718,520 1,532,821 1,604,445 1,961,724 1,369,290 1,254,056 NON-OPERATING REVENUES (EXPENSES) Investment Income 1,315 1,564 1,853 1,783 4,439 1,286 21,482 PFC Receipts 501,400 543,745 519,094 501,456 554,929 194,930 169,336 Miscellaneous Income (Expense) 102,708 110,213 0 0 0 0 0 Interest Expense (820,508) (755,686) (704,160) (578,652) (513,025) (255,228) (213,326) Amortization Expense 0 0 0 0 0 0 (24,570) Grant Awards 3,650,638 0 0 0 0 0 0 Loss on Asset Disposal (563,899) Total Non-Operating Revenues (Expenses) 3,435,553 (664,063) (183,213) (75,413) 46,343 (59,011) (47,079) Net Income (Loss) 5,227,752 1,054,456 1,349,608 1,529,032 2,008,067 1,310,279 1,206,977 Retained Earnings/Net Assets at Beginning of Year 14,994,320 20,222,072 21,276,528 22,626,136 24,155,168 $24,155,168 $26,163,235 Retained Earnings/Net Assets at End of Year $20,222,072 $21,276,528 $22,626,136 $24,155,168 $25,163,235 $25,465,447 $27,370,212 Total Debt Service for Series 2006 Bonds & Series 2011 Bonds4 $1,475,000 $1,535,000 $1,595,000 $1,660,000 $1,740,000 -- -- *Reflects restatement of the Fiscal Years 2012 and 2013 audited financial statements. ** Reflects unaudited figures. 1 This category includes annual rent payable by the Signatory Airlines under the Terminal Building Leases, rental car concession revenues, ground transportation revenues, TSA security space lease and certain other lease revenues. 2 This category includes all revenues generated from retail concessions, advertising and certain miscellaneous revenue. 3 This category includes payments received by the County pursuant to an agreement between the County and Vail Valley Jet Center in connection with Vail Valley Jet Center's use of a portion of the De-Icing Facility. That agreement terminated in February 2017. 4 Includes only scheduled principal payments on the Series 2007 Bonds and the Series 2011 Bonds. For amounts of scheduled principal and interest payments due in Fiscal Years 2012 through 2016, see entry “Debt Service for the Bonds” in Table 3 titled “Historical Debt Service Coverage.” Source: Audited Financial Statements of the Corporation for the Fiscal Years 2012 through 2016, and unaudited quarterly financials of the Corporation for the first two quarters of the Fiscal Years ended December 31, 2016 and the Fiscal Year ending December 31, 2017. DMWEST #16594819 v6 63 Historical Debt Service Coverage Set forth in the following table is a calculation of debt service coverage of the outstanding bonds for Fiscal Years 2012 through 2016 and the budgeted debt service coverage for Fiscal Year 2017. No representation, warranty or other assurance is made or given that historical debt service coverage levels will be experienced in the future. The debt service for the Bonds in Table 3 below for Fiscal Years 2012- 2016 has not been adjusted to take into account the expected refunding of the Series 2006B Bonds with a portion of the proceeds of the Series 2017 Bonds and other legally available moneys. TABLE 3 Historical Debt Service Coverage Fiscal Year Ended December 31 2012 2013 2014 2015 2016 Project Revenues1 $5,354,119 $5,552,030 $5,279,652 $4,408,543 $5,833,357 Operation and Maintenance Expenses1 1,753,570 1,719,236 1,820,521 1,839,284 1,782,611 Amount Available for Debt Service 3,600,549 3,832,794 3,459,131 3,569,259 4,050,746 Debt Service for the Bonds2 2,208,775 2,212,723 2,210,530 2,206,811 2,208,554 Debt Service Coverage 1.63 1.73 1.56 1.62 1.83 Other Available Funds3 346,819 346,819 346,819 346,819 346,819 Amount Available for Debt Service including Other Available Funds 2,555,594 4,179,613 3,805,950 3,916,078 4,397,565 Adjusted Debt Service Coverage 1.79 1.89 1.72 1.77 1.99 1 Project Revenues and Operation and Maintenance Expenses in this table are determined in accordance with the definitions of such terms in the Original Indenture, and are not directly comparable to the information provided under “Historical Financial Operations” in Table 2 above. 2 Debt Service includes all scheduled principal and interest payments on the bonds that were outstanding during the applicable Fiscal Year. 3 For purposes of complying with the rate maintenance covenant set forth in the Original Indenture, certain “Other Available Funds” were permitted to be included in the calculation of the debt service coverage ratio. “Other Available Funds,” as defined in the Original Indenture, include minimum Capital Fund balance of $346,819 and PFC Revenue not needed for debt service and directed by the Corporation to be reserved by the Trustee in the PFC Account as Other Available Funds. For purposes of this table, only minimum Capital Fund balance of $346,819 is included as Other Available Funds. Management Discussion of Financial Information During the period from January 1, 2012 to December 31, 2016, the Corporation has experienced continued growth in both total operating revenue and operating net income. In addition, cash held with the Trustee has also increased. Not including the income received for the Terminal Building’s in-line baggage system as a grant from the TSA in 2012, net income increased 24% for the period from 2012 through 2016. PFC receipts have been consistent over the same time period. As cash balances and interest rates have increased, investment income has improved 70% from 2012 to 2016. All scheduled debt service payments of the Corporation have been made on time. DMWEST #16594819 v6 64 The growth in net income from $1,533,236 (adjusted, net of TSA grant funds) in 2012 to $2,008,067 in 2016 has resulted in increases in retained earnings in each of the five years from 2012 through 2016. Retained earnings grew from $13,010,373 on January 1, 2012 to $24,155,169 on December 31, 2016. PFC Revenue has remained steady ranging from a low of $501,399 in 2012 to a high of $554,929 in 2016. Cash with the Trustee was $10,550,129 as of December 31, 2016. During the five-year period debt service coverage ratio has ranged from a low of 1.92 in 2015 to a high of 2.22 in 2016 (excluding Other Available Funds), with coverage for 2017 estimated at 2.47 (excluding Other Available Funds). For the six months ended June 30, 2017, the total operating revenue for the Corporation was $2,988,902 a decrease of 4% in the total operating revenues from the same period in 2016 ($3,115,579). Net operating income for the Corporation also decreased 8.4% from $1,369,290 to $1,254,056 for the six months ended June 30, 2016 and 2017, respectively. These decreases were due to reductions in concession and facility charge revenues as a result of lower passenger traffic attributed to unfavorable weather and snow conditions in nearby resorts. The De-Icing facility agreement for cost sharing with VVJC also ended in February 2017, thus reducing income. These numbers are preliminary and unaudited and are based on the conservative estimate by the Corporation of revenues for the six month period in 2017. Airport Operations General. Commercial aviation activity (including charter and scheduled airline activity) at the Airport reaches its highest volumes from approximately December 1st through April 15th of each year and then reaches its second-highest volumes from approximately June 1st through September 15th of each year. In calendar year 2016, enplanements at the Airport totaled 164,671, and three (3) major national air carriers (American Airlines, Delta Air Lines, and United Airlines) and one (1) international carrier (Air Canada) provided scheduled service to the Airport. American Airlines comprised approximately 59% of the volume of scheduled service to the Airport over calendar year 2016. During the winter season between December 1st and April 15th of each year (the peak season for skiing), the Airport generally receives approximately 81% of its enplanements for the year. During that time, the Airport provides direct service to 12 markets with 13 to 15 daily flights using a mix of CRJ (regional jet), 737, A-319, and 757 aircrafts. During the “off season” from late April to early June of each year, United Airlines provides one daily direct flight to Denver, and the other Signatory Airlines provide no service. During the summer and fall months of June through November, United Airlines offers daily non-stop service to Denver and service to Houston twice weekly from July 2nd to September 3rd, and American Airlines offer daily non-stop service to Dallas/Fort Worth. The Airport has experienced an overall increase in summer traffic in recent years and it is expected that this trend will continue over time. However, it is expected that leisure visitors in the winter season will continue to be the primary source of air service and revenue. Historical Passenger Traffic and Airport Operations. The total number of enplaned passengers at the Airport ranged from approximately 168,338 to 170,718 between Fiscal Years 2012 and 2016. Enplanements totaled 107,957 from January 1, 2017 through April 30, 2017 compared to 114,690 for the same period in 2016, predominantly due to flight cancellations DMWEST #16594819 v6 65 nearly doubling during this period of 2017 (72 flight cancellations) as compared to the same period of 2016 (33 flight cancellations). In addition, the month of April 2016 had one (1) additional day of commercial flight activity than April 2017 did, which resulted in a difference of 11 fewer flight departures. Set forth below is a table showing scheduled airline enplaned passenger and aircraft departure information since 2012. TABLE 4 Eagle County Regional Airport Historical Scheduled Airline Passenger Traffic 2012-2017 Scheduled Airline Enplaned Passengers Scheduled Airline Aircraft Departures Year Number Percent Increase/Decrease Number 2012 168,338 -- 1,954 2013 167,490 -0.51% 1,960 2014 164,915 -1.56 2,026 2015 162,321 -4.11 1,914 2016 170,718 5.17 1,939 20161 114,677 -- 1,217 20171 110,024 -5.87 1,175 1 Through April 30. Source: The Corporation Passenger Origins and Destinations. Since 1989, all of the enplanements at the Airport represented originating and destination passengers. No enplanements represented connecting passengers changing planes at the Airport. For the 2016-17 winter season, the strongest communities of interest in terms of air travel to the Airport (whether as origin or connecting travel) are Miami, Dallas/Fort Worth, New York and New Jersey (John F. Kennedy and Newark airports), Houston, and Los Angeles. The remainder of the top ten origin or connecting areas in terms of number of passengers traveling to and from the Airport are Chicago, Atlanta, and Denver. Non-stop service to Phoenix was added in 2016 and new non-stop service to Salt Lake City and San Francisco will be added for the 2017-2018 winter season. This would total fourteen non-stop direct markets to be served by the Airport in the 2017-2018 winter season, up from twelve non-stop direct flight markets served in the 2016-2017 winter season. Airlines Serving the Airport. In addition to the airlines described above, charter airlines provided service to the Airport on an occasional basis in 2016. The airlines serving the Airport (excluding charter airlines) provided during this period scheduled non-stop service to twelve (12) DMWEST #16594819 v6 66 cities in the United States, primarily during the peak portions of the winter and summer seasons. During the winter season, there is an average of 13 departures per day during the week, 15 departures on Saturdays and 15 departures on Sundays. The following table presents the market shares of enplaned passengers for the Signatory Airlines serving the Airport for the years ending December 31, 2012 through December 31, 2016, along with information for the first six months of 2017. TABLE 5 Eagle County Regional Airport Airline Market Shares 2012 2013 2014 2015 2016 20171 American 57.58% 57.0% 56.0% 58.6% 59.8% 60.0% Delta 9.36 9.9 11.0 9.0 9.1 11.4 United 33.06 33.0 32.4 32.0 30.9 28.0 Air Canada (8 flights per season) -- 0.1 0.6 0.4 0.2 0.6 1 First six months only. Source: The County Terminal Building Concessions The principal concessions of the Terminal Building Project are the rental car services, ground transportation services and retail services, comprised of news, gift, clothing, and food and beverage sales. The Corporation also derives revenues from advertising, telephones and space rentals. Such concessions will generally operate under concession agreements providing for payment to the Corporation of a percentage of gross revenue, as well as rental for leased space. See “AIRPORT AGREEMENTS— Other Terminal Building Revenues” for additional discussion of Terminal Building concessions. [Remainder of this page intentionally left blank] DMWEST #16594819 v6 67 The following table presents information incorporating revenues generated by the Corporation from its concessions agreements since 2012. TABLE 6 Eagle County Regional Airport Historical Concessions Revenues 2012 2013 2014 2015 2016 2016 (Q2)1 2017 (Q2)1 Rental Cars $1,693,748 $1,740,679 $1,469,633 $1,531,853 $1,647,850 $1,196,760 $1,141,649 Ground Transportation 235,975 261,995 288,698 295,942 300,053 234,772 237,660 Retail 264,498 238,301 253,089 257,224 269,010 127,494 129,607 Advertising 120,000 100,000 100,000 66,667 85,333 35,333 62,500 Miscellaneous2 97,064 107,208 103,382 114,577 120,862 60,064 60,798 Other 7,182 4,640 5,010 4,954 4,786 3,825 4,350 Totals $2,418,467 $2,452,823 $2,219,812 $2,271,217 $2,427,894 $1,658,247 $1,636,564 1 First two quarters only. 2 Includes revenues from TSA security space lease and certain other lease revenues. Does not include certain VVJC Cost Share Lease Revenue which is shown under a separate line item in Table 2 above. Source: Audited Financial Statements of the Corporation for the Fiscal Years 2012 through 2016, and unaudited quarterly financials of the Corporation for the first quarters of the Fiscal Years ended December 31, 2016 and December 31, 2017. Federal Grants One source of federal grants benefiting the Airport is the FAA’s Airport Improvement Program (as previously defined, the “AIP”) established pursuant to the Airport and Airway Improvement Act of 1982. The AIP is administered by the FAA and funded by the Airport and Airway Trust Fund (the “Trust Fund”). The Trust Fund is financed by aviation user taxes. Grants are available to airport operators in the form of entitlement funds and discretionary funds. Entitlement funds are apportioned annually based upon enplaned passengers; discretionary funds are available at the discretion of the FAA based upon a national priority system. In June 2017, the Federal Aviation Administration Reauthorization Act of 2017 (S.B. 1405), which proposes to provide funding for the FAA and its programs (including the AIP) through fiscal year 2021, was introduced to Congress, and is expected to be considered prior to the September 30 expiration of the 2016 Reauthorization Act. This bill proposes to increase AIP funding to $3.75 billion for each of fiscal years 2019 through 2021. Additionally, in late July of 2017, the Senate Appropriations Committee approved the fiscal year 2018 annual appropriations bill for the U.S. Department of Transportation, which is expected to be considered sometimes in September of 2017. This bill increases the AIP funding to $3.6 billion. The County has received substantial federal funds through AIP grants in the past for Airport improvement projects. Since 2012, approximately $35,000,000 in federal grants has been received by the County. The proceeds of these federal grants have been used for air carrier apron construction, a Snow Removal Equipment Facility, runway and taxiway maintenance, and general aviation infrastructure at the Airport. It is uncertain whether or at what level such AIP funding will be available in the future. Proceeds from federal grants are not included in the definition of Project Revenues and therefore are not pledged to the payment of the Bonds. DMWEST #16594819 v6 68 REPORT OF THE AIRPORT CONSULTANT The Report of the Airport Consultant prepared in connection with the issuance of the Series 2017 Bonds is attached in APPENDIX A. The Report was undertaken to evaluate the ability of the Corporation to generate sufficient revenues to pay operating expenses, working capital needs, other capital project costs (including the costs of the Terminal Expansion Project) and other financing requirements, including the debt service requirements of the Corporation’s proposed issuance of the Series 2017 Bonds along with the debt service requirements of the Corporation’s outstanding Series 2011A Bonds. The period of evaluation of the Report is the Corporation’s fiscal years ended December 31, 2017 through December 31, 2023. The Report is based on preliminary estimated information and will not be updated to reflect the final terms of the Series 2017 Bonds. The Report was based on a number of assumptions and contains projections and statements relating to operating and financial results that may not be realized. The assumptions used reflect the best information available to the Corporation and the County and reliance on the knowledge and experience of the Airport Consultant. The Corporation’s future operating and financial performance, however, may vary from the projections and such variances may be material. Among other things, the Report assumes (i) airline traffic demand at the Airport will remain level through the end of the projection period of 2023 (see “FINANCIAL INFORMATION—Airport Operations—Historical Passenger Traffic and Airport Operations” and “TABLE 4—Eagle County Regional Airport Historical Scheduled Airline Passenger Traffic 2012-2017”), (ii) all Signatory Airlines will extend and continue to operate under their Terminal Building Leases through the end of the projection period of 2023 on terms and conditions, including rental amounts, that are substantially similar to the current Terminal Building Leases, and (iii) the rental car companies currently serving the Airport will extend their concession agreements with the Corporation through the end of the projection period with agreement provisions, minimum annual guarantees and rental amount requirements that are substantially similar to the current agreements. See “AIRPORT AGREEMENTS—Terminal Building Leases.” Regulatory and other restrictions may adversely affect the ability of the Corporation to achieve the projections in the Report. See “CERTAIN INVESTMENT CONSIDERATIONS - Regulations and Restrictions Affecting the Airport.” The Report, among other things, includes a projection of the Corporation’s debt service coverage ratio (based on a maximum annual debt service on the Bonds) for the period from 2017 through 2023, which is forecast to increase from 1.99x in 2017 to 2.28x in 2023. See APPENDIX A. The calculation of the operations and maintenance expenses exclude annual rent payable under the Ground Leases and the management fees due to the County under the Terminal Building Management Agreement because, pursuant to such agreements, rent and management fees will be payable once a year in each May (not earlier than May 2) after principal and interest payments on the Bonds have been made on the immediately preceding May 1, all required deposits into the Debt Service Reserve Fund have been made and the Capital Fund is funded in the amount of the Minimal Capital Fund Balance. In addition, the calculation of the projected debt service coverage ratio during this period in the Report is based on the assumption that Other Available Funds will not be needed for purposes of calculating Corporation’s revenues available to pay Debt Service on the Bonds. The Indenture permits the Corporation to DMWEST #16594819 v6 69 use Other Available Funds to pay the Debt Service and to include Other Available Funds in the calculation of the debt service coverage ratio. Under the Indenture, Other Available Funds is generally an amount determined appropriate by the Corporation to be transferred from the Capital Fund to the Revenue Fund for the foregoing purposes, provided that the Minimum Capital Fund Balance ($346,000) or portion thereof available in the Capital fund, is to be considered as Other Available Funds without the transfer to the Revenue Fund. The Report projects an increase of Other Available Funds during the forecast period, from $7,512,238 in 2017 to $14,290,350 in 2023. See “SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2017 BONDS—Rate Maintenance Covenant” and APPENDIX C for a more detailed discussion of the debt service coverage ratio calculation. The Report has been included herein in reliance upon the knowledge and experience of Leibowitz & Horton Airport Management Consultants, Inc. as the Airport Consultant. As noted in the Report, any forecast is subject to uncertainties. Therefore, there are likely to be differences between forecast and actual results, and those differences may be material. STATE CONSTITUTIONAL AMENDMENT At the general election held November 3, 1992, the voters of the State approved an amendment (the “Amendment”) to the Colorado Constitution limiting the ability of the State and local governments to increase revenues, debt and spending and restricting property taxes, income taxes and other taxes. The Amendment excludes from its restrictions the borrowings and fiscal operations of “enterprises,” which term is defined to include government-owned businesses authorized to issue their own revenue bonds and receiving under 10% of their revenues in grants from all State and local governments combined. The County considers the Corporation an “enterprise” within the meaning of the Amendment, with the authority to issue its own bonds payable solely from the Project Revenues. The Project is owned by the Corporation and operated as a self-sustaining business activity. The Corporation is not authorized to levy any taxes. VERIFICATION AGENT Causey Demgen & Moore, Inc., Denver, Colorado will deliver to the Corporation its report indicating that it has examined, in accordance with the standards established by the American Institute of Certified Public Accountants, the mathematical accuracy of the mathematical computations of the adequacy of the deposit of proceeds of the Series 2017A Bonds under the Refunding Agreement to redeem the Refunded Bonds at the redemption price to the redemption date, which is expected to be _______, 2017. LITIGATION In connection with the issuance of the Series 2017 Bonds, the Corporation will certify that it is not a party to any pending material litigation that would adversely affect its ability to finance or build the Terminal Expansion Project, to own the Project or perform its obligations under the agreements executed in connection with the Project or the Series 2017 Bonds, and that it is not aware of any threats of such litigation. There are no legal proceedings of which the Corporation or the County has received written notice now pending or, to the best of the DMWEST #16594819 v6 70 Corporation’s or County’s knowledge, threatened which contests or affects any federal grants or PFCs awarded to or held by the County or the Corporation’s or County’s use of such funds. CONSENT TO THE INDENTURE By purchasing the Series 2017 Bonds, the purchasers thereof are deemed to have consented to the amendment and restatement of the Original Indenture pursuant to the terms of the Indenture as of the date of issuance of the Series 2017 Bonds. The consent of purchasers of the Series 2017 Bonds will be counted in full toward the satisfaction of the requirement contained in the Original Indenture (pursuant to which the Series 2011A Bonds and other prior Bonds of the Corporation were originally issued) that prior written consent of owners of at least 66 2/3% in principal amount of the bonds of the Corporation then outstanding be obtained for amendments to such Original Indenture to come into effect. RATING Moody’s Rating Service (“Moody’s”) has assigned to the Series 2017 Bonds the rating set forth on the cover page of this Official Statement. No other ratings have been applied for. A rating reflects only the views of the rating agency assigning such rating, and an explanation of the significance of, and methodology with respect to, such rating may be obtained from each such rating agency. The Corporation has furnished to Moody’s certain information and materials relating to the Series 2017 Bonds, the Corporation, the Airport, and its financial condition and operations, including certain information and materials which have not been included in this Official Statement. Generally, Moody’s and other rating agencies base their ratings on such information and materials and on investigations, studies and assumptions by the rating agencies. There is no assurance that Moody’s ratings will continue for any given period of time or that such ratings will not be revised downward, suspended or withdrawn entirely by Moody’s if, in its judgment, circumstances so warrant. Any such downward revision, suspension or withdrawal of Moody’s rating may have an adverse effect on the market price of the Series 2017 Bonds. The Corporation does not undertake any responsibility to oppose any such revision, suspension or withdrawal. UNDERWRITING RBC Capital Markets, LLC has agreed to purchase the Series 2017 Bonds from the Corporation at a purchase price of $_____________ (representing the aggregate principal amount of the Series 2017 Bonds, and less an underwriting discount of $__________). The Underwriter will be obligated to purchase all of the Series 2017 Bonds if any Series 2017 Bonds are purchased. The obligation of the Underwriter to accept delivery of the Series 2017 Bonds is subject to the various conditions of the Bond Purchase Agreement. The Underwriter and its respective affiliates are full-service financial institutions engaged in various activities that may include securities trading, commercial and investment banking, municipal advisory, brokerage, and asset management. In the ordinary course of business, the Underwriter and its respective affiliates may actively trade debt and, if applicable, equity securities (or related derivative securities) and provide financial instruments (which may include bank loans, credit support or interest rate swaps). The Underwriter and its respective affiliates DMWEST #16594819 v6 71 may engage in transactions for their own accounts involving the securities and instruments made the subject of this securities offering or other offering of the Issuer. The Underwriter and its respective affiliates may make a market in credit default swaps with respect to municipal securities in the future. The Underwriter and its respective affiliates may also communicate independent investment recommendations, market color or trading ideas and publish independent research views in respect of this securities offering or other offerings of the Issuer. TAX MATTERS Federal Law In the opinion of Ballard Spahr LLP, Bond Counsel, under existing law, as presently enacted and construed, interest on the Series 2017 Bonds is excludable from gross income for federal income tax purposes, assuming the accuracy of certifications of the Corporation and the County and assuming continuing compliance by the Corporation and the County with the requirements of the Internal Revenue Code of 1986, as amended (the “Code”), except that interest on any Series 2017 Bond shall not be excluded while held by a substantial user of the facilities financed or refinanced with the Series 2017 Bonds or a related person as provided in the Internal Revenue Code. Interest on the Series 2017 Bonds will be a specific tax preference item for purposes of determining individual and corporate federal alternative minimum tax. Bond Counsel will express no opinion regarding other federal tax consequences of ownership or disposition of, or the accrual or receipt of interest on, the Series 2017 Bonds. The Code establishes requirements that must be complied with subsequent to the issuance of the Series 2017 Bonds for interest thereon to be and remain excludable from gross income pursuant to Section 103 of the Code. Failure to comply with these requirements could cause the interest on the Series 2017 Bonds to be included in gross income, retroactive to the date of issue of the Series 2017 Bonds or at some later date. The requirements include, but are not limited to, (1) the provisions of Section 148 of the Code which prescribes yield and other limits within which the proceeds of the Series 2017 Bonds are to be invested and may require that certain investment earnings on the foregoing be rebated on a periodic basis to the United States, (2) use of the proceeds of the Series 2017 Bonds, and (3) use of the facilities financed with the Series 2017 Bonds. The Corporation and the County have covenanted to comply with the provisions of the Code. Original Issue Discount. The Series 2017 Bonds being offered at a discount (“original issue discount”) equal generally to the difference between the public offering price and the principal amount are referred to herein as the “Discount Bonds”. For federal income tax purposes, original issue discount on a Discount Bond accrues periodically over the term of such Discount Bond as interest which is excluded from the gross income for federal income tax purposes and subject to alternative minimum tax to the same extent as regular interest. The accrual of original issue discount increases the holder’s tax basis in the Series 2017 Bonds for determining taxable gain or loss upon sale or redemption prior to maturity. Holders should consult their tax advisors for an explanation of the accrual rules. Original Issue Premium. The Series 2017 Bonds being offered at a premium (“original issue premium”) equal generally to the excess of their public offering price over their principal DMWEST #16594819 v6 72 amount are referred to herein as the “Premium Bonds”. For federal income tax purposes, original issue premium is amortizable periodically over the terms of the Premium Bond through reductions in the holder’s tax basis for such Premium Bond for determining taxable gain or loss upon sale or redemption prior to maturity. Amortization of premium does not create a deductible expense or loss. Holders should consult their tax advisors for an explanation of the amortization rules. State of Colorado Law To the extent interest on the Series 2017 Bonds is excluded from gross income for federal income tax purposes, such interest is not subject to income taxation by the State of Colorado. No opinion will be expressed regarding other State or local tax consequences arising with respect to the Series 2017 Bonds, including whether interest on the Series 2017 Bonds is exempt from taxation under the laws of any jurisdiction other than the State of Colorado. Changes in Federal and State Tax Law From time to time, there are Presidential proposals, proposals of various federal committees, and legislative proposals in the Congress and in the states that, if enacted, could alter or amend the federal and state tax matters referred to herein or adversely affect the marketability or market value of the Series 2017 Bonds or otherwise prevent holders of the Series 2017 Bonds from realizing the full benefit of the tax exemption of interest on the Series 2017 Bonds. Further, such proposals may impact the marketability or market value of the Series 2017 Bonds simply by being proposed. It cannot be predicted whether or in what form any such proposal might be enacted or whether if enacted it would apply to bonds issued prior to enactment. In addition, regulatory actions are from time to time announced or proposed and litigation is threatened or commenced which, if implemented or concluded in a particular manner, could adversely affect the market value, marketability or tax status of the Series 2017 Bonds. It cannot be predicted whether any such regulatory action will be implemented, how any particular litigation or judicial action will be resolved, or whether the Series 2017 Bonds would be impacted thereby. Purchasers of the Series 2017 Bonds should consult their tax advisors regarding any pending or proposed legislation, regulatory initiatives or litigation. The opinions expressed by Bond Counsel are based upon existing legislation and regulations as interpreted by relevant judicial and regulatory authorities as of the date of issuance and delivery of the Series 2017 Bonds, and Bond Counsel has expressed no opinion as of any date subsequent thereto or with respect to any proposed or pending legislation, regulatory initiatives or litigation. The proposed form of Bond Counsel’s approving opinion is attached hereto as Appendix E. LEGAL MATTERS The validity of the Series 2017 Bonds and certain other legal matters are subject to the approving opinion of Ballard Spahr LLP, Denver, Colorado, Bond Counsel to the Corporation. The substantially final text of the Bond Counsel opinion is contained in APPENDIX E hereto. The opinion of Bond Counsel will be limited to matters related to authorization and validity of DMWEST #16594819 v6 73 the Series 2017 Bonds and to the status of interest thereon as described in “TAX MATTERS.” Bond Counsel has not been engaged to investigate the financial resources of the Corporation or its ability to provide for payment of the Series 2017 Bonds, and the opinion of Bond Counsel will make no statement as to such matters or as to the accuracy or completeness of this Official Statement or any other information that may be relied on by anyone in making the decision to purchase Series 2017 Bonds. Ballard Spahr LLP has also acted as special counsel to the Corporation in connection with the preparation of this Official Statement. Certain legal matters will be passed upon for the County by Bryan Treu, Esq., County Attorney. Stradling Yocca Carlson & Rauth, P.C., Denver, Colorado, has served as counsel to the Underwriter in connection with the offer and sale of the Series 2017 Bonds. CONTINUING DISCLOSURE UNDERTAKING In connection with its issuance of the Series 2017 Bonds, the Corporation will enter into the Continuing Disclosure Agreement with the Trustee as a dissemination agent, wherein it will agree for the benefit of the Owners of the Series 2017 Bonds to provide certain Annual Financial Information relating to the Corporation and the Audited Financial Statements, commencing with the Fiscal Year ended December 31, 2017, to be filed by no later than June 30th of the following fiscal year, and to provide notices of occurrence of certain enumerated events. See “APPENDIX F—FORM OF CONTINUING DISCLOSURE AGREEMENT.” The Corporation has entered into a continuing disclosure agreement with respect to the Series 2011 Bonds pursuant to Rule 15c2-12 promulgated by the U.S. Securities Exchange Commission under the 1934 Exchange Act, as amended (the “Rule”). In the previous five (5) years (08/2012-08/2017), there were the following instances of non-compliance with respect to such continuing disclosure agreement (i) annual financial information for the Fiscal Year 2014 have been posted on June 6, 2016 (after the deadline of June 29, 2015), (ii) annual financial information for the Fiscal Year 2013 was filed on July 3, 2014 (after the deadline of June 29, 2014) and notice of failure to provide such information on a timely basis was not posted; (iii) annual financial information for the Fiscal Year 2012 was filed on August 12, 2013 (after the deadline of June 29, 2015) and was missing certain required operating data; (iv) annual financial information for the Fiscal Year 2011 was missing certain required financial information and the corrective filing was made on January 4, 2013, however, notice of failure to provide such data on a timely basis was not filed; (v) audited financial statements for fiscal year ended December 31, 2014 were posted on a timely basis but were not linked to all of the CUSIP numbers for the Series 2011 Bonds; (vi) certain material event notices were posted on a timely basis but were not linked to all of the CUSIP numbers for the Series 2011 Bonds; (vii) quarterly interim financial statements and annual no-default certificates have not been filed for Fiscal Years 2012 through 2015; (viii) quarterly interim financial statements of the Corporation for each calendar quarter of 2016 were filed after their due dates as follows: the interim financials for the first quarter were filed on June 6, 2016 (due date was May 15, 2016), the second quarter were filed on August 31, 2016 (due date was August 14, 2016), the third quarter were filed on December 16, 2016 (due date was November 14, 2016) and the fourth quarter were filed on June 8, 2017 (due date was February 14, 2017), all such quarterly reports were missing cash flow and debt service coverage calculation and notices of failure to provide such information on a timely basis were not posted; (ix) quarterly interim financial statements of the Corporation for the first calendar quarter of 2017 were filed one day late, were missing cash flow and debt service coverage calculation and DMWEST #16594819 v6 74 notice of failure to provide such information on a timely basis was not posted; and (x) quarterly interim financial statements of the Corporation for the second calendar quarter of 2017 were filed on time but were missing cash flow and debt service coverage calculation. INDEPENDENT AUDITORS The financial statements of the Corporation as of and for the Fiscal Years ended December 31, 2016 and 2015 are included as APPENDIX C attached hereto. The financial statements for the periods ended December 31, 2016 and 2015 have been audited by McMahan and Associates, LLC, independent certified public accountants, as stated in their reports included in APPENDIX C. See “ADDITIONAL MATTERS—Miscellaneous” for the Corporation’s contact information. McMahan and Associates, LLC have consented to the inclusion in the Official Statement of the financial statements of the Corporation and their report with respect thereto. McMahan and Associates, LLC has not been engaged to perform and has not performed since the date of its report included as part of APPENDIX C, any procedures on the financial statements for the periods ended December 31, 2016 and 2015, nor has McMahan and Associates, LLC performed any procedures relating to this Official Statement or provided consent for inclusion of its report herein. ADDITIONAL MATTERS The references herein to the Terminal Building Leases, the Parking Facilities Sublease, the De- Icing Facility Sublease, the Road Improvements Lease, the Indenture, the Ground Lease, the Deed of Trust, the Terminal Building Management Agreement and the Project Agreements are brief outlines of certain provisions thereof. Such outlines do not purport to be complete. Potential purchasers may obtain copies of such documents upon request from the Underwriter whose contact information is provided below. Neither any advertisement of the Series 2017 Bonds nor this Official Statement is to be construed as constituting an agreement with the purchasers of the Series 2017 Bonds. So far as any statements are made in the Official Statement involving estimates, projections or matters of opinion, whether or not expressly so stated, they are intended merely as such and not as representations of fact. See “CAUTIONARY STATEMENTS REGARDING PROJECTIONS, ESTIMATES AND OTHER FORWARD LOOKING STATEMENTS IN THIS OFFICIAL STATEMENT” on the inside cover page of this Official Statement. The attached APPENDICES A through F are integral parts of this Official Statement and should be read together with all of the foregoing statements. Additional information concerning the Series 2017 Bonds, as well as audited financial information for the County and other information about the Corporation, may be obtained from the Corporation at 500 Broadway, P.O. Box 850, Eagle, Colorado 81631, Attention: Bryan Treu, County Attorney, and from the Underwriter at RBC Capital Markets, LLC Dan O’Connell, telephone number (303) 595-1222. DMWEST #16594819 v6 75 OFFICIAL STATEMENT CERTIFICATION The preparation of this Official Statement and its distribution has been authorized by the Corporation. This Official Statement is hereby duly approved by the Board of Directors of the Corporation as of the date on the cover page hereof. This Official Statement is not to be construed as an agreement or contract between the Corporation and the purchasers or owners of any Series 2017 Bond. EAGLE COUNTY AIR TERMINATION CORPORATION By Jill Ryan, President DMWEST #16594819 v6 A-1 APPENDIX A AIRPORT CONSULTANT’S REPORT DMWEST #16594819 v6 B-1 APPENDIX B ECONOMIC AND DEMOGRAPHIC INFORMATION REGARDING EAGLE COUNTY The following information is provided to give an overview of the general economic conditions in the County. Such information is provided so that prospective investors will be aware of factors which may affect current conditions in, and potential future development and growth of, the County. The information presented was obtained from the sources indicated, and neither the Corporation nor the Underwriter guarantees or makes any representation as to the accuracy or completeness of the data. Population and Age Distribution The following tables set forth population and age distribution figures for the County and the State. Table 1 Population Year Eagle County Percent Increase Colorado Percent Increase 1950 4,488 -- 1,325,089 -- 1960 4,677 4.2% 1,753,947 32.4% 1970 7,498 60.3 2,209,596 26.0 1980 13,320 77.7 2,889,733 30.8 1990 21,928 64.6 3,294,394 14.0 2000 41,659 90.0 4,301,261 30.6 2010 52,197 25.3 5,029,196 16.9 2011 51,751 (0.9)% 5,118,360 1.8% 2012 51,942 0.4 5,189,867 1.4 2013 52,379 0.8 5,267,603 1.5 2014 52,815 0.8 5,349,648 1.6 2015 53,346 1.0 5,448,819 1.9 2016 53,989 1.2 5,540,545 1.7 Source: United States Department of Commerce, Bureau of the Census (1950-2010); and Bureau of the Census annual estimates of population 2011-2015, estimates are as of July 1 of the year given. DMWEST #16594819 v6 B-2 Age Distribution. The following table sets forth a comparative age distribution profile for the County, the State, and the United States for 2017. Table 2 Age Distribution Percent of Population Age Eagle County Colorado United States 0-4 5.87% 6.18% 6.16% 5-9 6.40 6.38 6.27 10-14 6.68 6.58 6.40 15-17 3.70 3.89 3.94 18-20 3.34 4.14 4.23 21-24 4.40 5.41 5.52 25-34 15.85 14.48 13.43 35-44 16.21 13.43 12.62 45-54 14.97 12.97 13.09 55-64 12.70 12.75 12.88 65-74 7.40 8.52 9.06 75-84 2.02 3.75 4.45 Age 85 and over 0.46 1.52 1.95 Age 16 and over 79.84 79.59 79.88 Age 18 and over 77.35 76.98 77.23 Age 21 and over 74.01 72.83 73.00 Age 65 and over 9.88 13.79 15.46 _________________ Source: © Claritas, LLC, Pop-Facts Reports 2017. Income The following table sets forth annual per capita personal income levels for the County, the State, and the United States. Per capita personal income levels in the County have consistently exceeded levels in the State and the United States during the period shown. Table 3 Per Capita Personal Income Year(1) Eagle County Colorado United States 2011 $44,668 $42,955 $42,461 2012 46,926 45,089 44,282 2013 53,623 46,824 44,493 2014 58,503 49,823 46,464 2015 61,522 50,971 48,190 (1) All figures are subject to periodic revisions. Source: United States Department of Commerce, Bureau of Economic Analysis. DMWEST #16594819 v6 B-3 The following two tables reflect Median Household Effective Buying Income (“EBI”) and also the percentage of households by EBI Groups. EBI is defined as “money income” (defined below) less personal tax and nontax payments. “Money income” is defined as the aggregate of wages and salaries, net farm and nonfarm self-employment income, interest, dividends, net rental and royalty income, Social Security and railroad retirement income, other retirement and disability income, public assistance income, unemployment compensation, Veteran Administration payments, alimony and child support, military family allotments, net winnings from gambling, and other periodic income. Deductions are made for personal income taxes (federal, state and local), personal contributions to social insurance (Social Security and federal retirement payroll deductions), and taxes on owner-occupied nonbusiness real estate. The resulting figure is known as “disposable” or “after-tax” income. Table 4 Median Household Effective Buying Income1 Year Eagle County Colorado United States 2012 $57,634 $43,515 $41,253 2013 47,181 43,718 41,358 2014 58,921 47,469 43,715 2015 60,173 49,949 45,448 2016 66,265 52,345 46,738 2017 $67,444 $54,718 $48,043 _______________ 1 The difference between consecutive years is not an estimate of change from one year to the next; combinations of data are used each year to identify the estimated mean of income from which the median is computed. Source: © The Nielsen Company, Pop-Facts Reports 2012-2016; Claritas, LLC, Pop-Facts Reports 2017. Table 5 Percent of Households by Effective Buying Income Groups - 2010 Effective Buying Income Group Eagle County Colorado United States Under $15,000 5.42% 9.77% 12.53% $15,000-$24,999 5.38 9.52 11.44 $25,000 - $34,999 7.65 10.5 11.85 $35,000 - $49,999 17.1 16.33 16.31 $50,000 - $74,999 20.73 20.52 19.32 $75,000 - $99,999 15.18 14.52 13.04 $100,000 - $124,999 9.44 7.28 5.95 $125,000 - $149,999 6.49 4.47 3.53 $150,000 - $199,999 5.02 3.04 2.47 $200,000 - $249,999 1.44 0.81 0.75 $250,000 - $499,999 4.33 2.38 2.07 $500,000 or more 1.84 0.85 0.74 __________________ Source: © Claritas, LLC, Pop-Facts Reports 2017. DMWEST #16594819 v6 B-4 Employment The following table presents information on employment within the County, the State, and the United States, for the time period indicated. Table 6 Labor Force and Percent Unemployed Eagle County(1) Colorado(1) United States Year Labor Force Total Employed Percent Unemployed Labor Force Total Employed Percent Unemployed Percent Unemployed 2012 32,349 30,032 7.2% 2,757,222 2,539,941 7.9% 8.1% 2013 31,971 30,043 6.0 2,775,670 2,585,964 6.8 7.4 2014 32,494 31,139 4.2 2,810,415 2,669,952 5.0 6.2 2015 32,835 31,800 3.2 2,833,509 2,722,985 3.9 5.3 2016 33,651 32,716 2.8 2,891,046 2,795,233 3.3 4.9 Month of April Month of April 2016 33,214 32,261 2.9 2,691,382 2,431,535 3.5 4.7 2017* 33,871 33,301 1.7 2,672,374 2,425,193 2.2 4.1 _______________ (1) Figures are not seasonally adjusted. * Preliminary; subject to change. April 2017 preliminary latest available period. Source: State of Colorado, Department of Labor and Employment, Labor Market Information, Colorado Areas. [Remainder of this page intentionally left blank] DMWEST #16594819 v6 B-5 The following table sets forth the number of individuals employed within selected County industries which are covered by unemployment insurance. In 2016, the largest employment sector in the County was accommodation and food services (comprising approximately 23.82% of the county’s work force), followed, in order, by arts, entertainment, and recreation, retail trade and construction. For the twelve-month period ended December 31, 2016, total average employment in the County increased 2.33% as compared to the same period ending December 31, 2015, and the average weekly wage increased 1.09% during the same time period. Table 7 Average Number of Employees Within Selected Industries 2012 2013 2014 2015 2016 Total all industries (1) 28,179 28,782 29,745 30,993 31,714 Accommodation and Food Services 7,252 7,262 7,331 7,582 7,554 Administrative and Waste Services 1,487 1,557 1,598 1,888 2,135 Agriculture, Forestry, Fishing & Hunting 44 44 43 45 53 Arts, Entertainment, and Recreation 3,621 3,638 3,797 3,903 3,795 Construction 2,414 2,521 2,821 3,008 3,193 Educational Services 1,240 1,242 1,322 1,338 1,422 Finance and Insurance 469 548 476 467 459 Health Care and Social Assistance 1,848 2,016 2,040 2,027 2,083 Information 342 341 334 314 317 Management of Companies and Enterprises 113 60 61 85 88 Manufacturing 257 277 320 362 397 Mining 16 9 16 20 20 Other Services, Ex. Public Admin 1,053 896 952 946 1,027 Professional and Technical Services 1,042 1,097 1,115 1,140 1,191 Public Administration 1,369 1,371 1,404 1,418 1,445 Real Estate and Rental and Leasing 1,426 1,436 1,514 1,634 1,655 Retail Trade 3,162 3,296 3,282 3,411 3,524 Transportation and Warehousing 531 553 601 665 659 Unclassified Confidential Confidential 5 16 Confidential Utilities 176 178 190 190 179 Wholesale Trade 318 440 523 537 511 (1) Figures may not equal totals when added, due to the rounding of averages or the inclusion in the total figure of employees that were not disclosed in individual classifications. Source: State of Colorado, Department of Labor and Employment, Labor Market Information, Quarterly Census of Employment and Wages (QCEW). [Remainder of this page intentionally left blank] DMWEST #16594819 v6 B-6 A selection of some of the largest employers in the County is set forth below. No independent investigation of the stability or financial condition of the employers listed hereafter has been conducted; therefore, no representation can be made that these employers will continue to maintain their status as major employers in the County. Table 8 Selected Major Employers in Eagle County Employer Product or Service Estimated Number of Employees(1) Vail Resorts Recreation & Entertainment; Real Estate; Accommodations & Food Services more than 1500 Eagle County Schools Education Services 500-1000 Vail Valley Medical Center Health Care 500-1000 Eagle County Government Public Administration 400-500 Vail Cascade Accommodations and Food Services 300-400 Ritz Carlton Hotel Accommodations and Food Services 300-400 WalMart Retail Trade 300-400 Sonnenalp Resort Accommodations and Food Services 200-300 Town of Vail Public Administration 200-300 Vail Marriott Accommodations and Food Services 200-300 ________________ (1) As of June 2017, 2011 was last update, no changes have occurred per Chamber of Commerce. Sources: Vail Valley Partnership – Association of Chamber of Commerce. Retail Sales Annual retail sales figures for the County and the State are set forth below. Table 9 Retail Sales (in thousands) Year Eagle County Percent Change Colorado Percent Change 2011 $2,068,875,253 -- $154,632,761,774 -- 2012 2,094,663,753 1.2% 164,175,836,012 6.2% 2013 2,273,319,002 8.5 172,784,033,081 5.2 2014 2,428,963,777 6.8 182,709,977,954 5.7 2015 2,508,256,681 3.3 182,845,695,387 0.1 2016(1) 529,728 -- 24,957,095 -- _______________ (1) Figures through Second Quarter 2016. Source: Colorado Department of Revenue, Calendar Year City and County reports DMWEST #16594819 v6 B-7 Recreation and Tourism Year-round tourism and skiing-related businesses account for a significant portion of the employment and earned income of area residents. Vail Resorts is the largest employer in the County. The Ski Industry in the State. According to Colorado Ski Country USA (“CSCUSA”), a ski industry group, Colorado sees approximately 20% of U.S. skier visits annually. In June 2017, CSCUSA reported that visits at its 22 member ski areas totaled 7.3 million, representing a 6% increase in visitation over CSCUSA’s five-year average and marking the fourth consecutive year that skier visits at CSCUSA resorts have outperformed such five-year average. Skier visits represent one person visiting a ski area for all or any part of a day or night for the purpose of skiing or snowboarding. One indicator of a significant ski industry is its economic impact. Research commissioned by CSCUSA and Vail Resorts in 2015 found that Colorado’s ski industry generates a $4.8 billion annual economic impact, comprising a significant portion of the state’s tourism and recreation sectors and supporting a sizeable share of the employment and tax base in Colorado’s mountainous regions. In addition to the 500,000 Coloradans who skied during the 2013–14 season, more than seven million skier visits were generated by skiers and snowboarders from around the United States and the world. These guests on average spend more than $300 per skier visit, including the cost of more than 8.4 million nights in lodging accommodations. The Colorado ski industry’s economic impact extends beyond resort communities. During the 2013–14 ski season, skiers and snowboarders accounted for 588,000 deplanements at Denver International Airport, or 8 percent of all non-connecting arrivals to Denver International Airport in that period. The Ski Industry in the Vail Valley. According to Vail Resort's most recent 10-K dated September 26, 2016, Vail Mountain Ski Resort (“Vail Mountain”) was the second-most visited mountain resort in the United States for the 2015-2016 ski season, while Beaver Creek Ski Resort (“Beaver Creek”) was the seventh most visited mountain resort in the United States for the 2015-2016 ski season. Both Vail Mountain and Beaver Creek are located within the County and served by the Airport. Based on data made available by Vail Resorts for its 2007-2008 season through its 2010-2011 season (which information is no longer made publicly available by Vail Resorts), Vail Mountain averaged 1,634,250 visitors annually while Beaver Creek averaged 919,000 skier visits during such period. National rankings based on most skier visits in the United States for each of Vail Mountain and Beaver Creek from the 2011-2012 ski season to the 2015-2016 ski season are listed below. Table 10 National Rankings Based on Most Skier Visits in The U.S. Vail Valley Ski Area 2011-12 2012-13 2013-14 2014-15 2015-16 Beaver Creek Mountain 4th 5th 6th 5th 7th Vail Mountain 2nd 1st 1st 2nd 2nd Source: 10-Ks from End of Fiscal Year 2012 through End of Fiscal Year 2016 of Vail Resorts, Inc. DMWEST #16594819 v6 B-8 Set forth in the table below are approximate aggregate annual skier visits from the 2011/2012 ski season to the 2015/2016 ski season for Vail Resorts’ “Rocky Mountain Region”, as reported in Vail Resorts’ 10-Ks for such years. The “Rocky Mountain Region” includes the company’s Vail Mountain, Beaver Creek, Breckenridge, Keystone, and Park City, Utah resorts. Table 11 Annual Skier Visits Ski Season Approximate Skier Visits Percent Change 2011/2012 4,900,0001 -- 2012/2013 5,000,0001 2.04% 2013/2014 5,500,0001 10.00 2014/2015 6,700,000 21.82 2015/2016 7,200,000 7.46 1 Numbers do not include Park City, Utah resort Source: 10-Ks from End of Fiscal Year 2012 through End of Fiscal Year 2016 of Vail Resorts, Inc. Vail Resorts, Inc. Vail Mountain and Beaver Creek are owned and operated by Vail Resorts, Inc. (as previously defined, “Vail Resorts”). Vail Resorts is a publicly held company (NYSE: MTN) headquartered in Broomfield, Colorado which, in addition to Vail Mountain and Beaver Creek, owns and operates the Keystone and Breckenridge Ski Resorts in Colorado; the Park City Ski Resort in Utah; the Heavenly, Northstar and Kirkwood Ski Resorts in the Lake Tahoe area of California and Nevada; the Whistler Blackcomb Ski Resort in British Columbia, Canada; the Stowe Ski Resort in Vermont; the Perisher Ski Resort in New South Wales, Australia; the Wilmot Mountain Ski Resort in Wisconsin; the Afton Alps Ski Resort in Minnesota and the Mt. Brighton Ski Resort in Michigan. Vail Resorts also develops real estate (including the Red Sky Ranch luxury golf community near Beaver Creek) and engages in various other business ventures. Vail Ski Resort. Vail Mountain lies within the White River National Forest and operates under permits from the U.S. Forest Service. The ski area is directly adjacent to the Town of Vail, and rises approximately 3,450 vertical feet above the Town. Vail Mountain is the largest ski resort in the United States with seven miles of mountain front, seven back bowls, three terrain parks, a 450 foot Superpipe, and 5,289 acres of skiable terrain. The outermost area of Vail Mountain offers intermediate and expert skiers and riders a variety of moguls, glades, tree skiing, cliffs and ridges. There are 193 trails and 31 lifts, including one 12 passenger gondola, 18 high-speed quadruple chair lifts, a fixed-grip quadruple chair lift, a double-chair lift, and 9 surface lifts. Beaver Creek. Beaver Creek is located adjacent to the Town of Avon, several miles west of Vail, and opened for business in 1980. Beaver Creek contains 1,832 acres of skiable terrain, 25 lifts, 150 trails, and has a vertical rise of approximately 3,340 feet. Beaver Creek is a European-style resort with multiple villages and also includes a world renowned children’s ski school program focused on providing a first-class experience with unique amenities such as a dedicated children’s gondola. Beaver Creek also annually hosts the only North American men’s World Cup downhill races. Current Significant Development Projects. The Town of Vail is currently undergoing many hotel and condominium renovations. One of the largest hotels in Vail, the Vail Cascade Resort & Spa was sold to new owners and, after undergoing a more than $50 million renovation, reopened in early 2017 as the Hotel Talisa. The project included a complete renewal of guest rooms, creation of a new fine dining restaurant, a new lounge and bar area featuring live music, a luxury ski concierge and valet, and new retail outlets. A new Marriott Residence Inn has been proposed for the site of the old Roost Lodge in West Vail. As proposed, the new hotel would have 170 rooms, 113 deed-restricted apartments and 360 DMWEST #16594819 v6 B-9 below-ground parking spaces. Construction is expected to commence this summer. Additionally, the Lion Residences, which opened for sales in early 2017, added 65 luxury condominiums to the town's inventory on the site of the former Lionshead Inn and the Best Western VailGlo Lodge. In 2014, the U.S. Forest Service approved the $25 million Epic Discovery plan proposed by Vail Resorts to install ziplines and aerial bridges in Game Creek Bowl and on the front side of the 5,200-acre ski area for use in summer and winter, to develop more hiking and cross-country and downhill mountain biking trails, and to build an adventure park with a 3,700-foot “forest flyer” alpine coaster, for use in both summer and winter, that runs on raised rails, following the slope of the hill near the existing Adventure Ridge recreation center atop Vail Mountain. The coaster, as well as many of these other renovations, was completed in June 2016. Other recent public redevelopment projects include development of the Booth Creek Park and the Vail Golf Club. The Booth Creek Park reopened in June 2017 after a complete redesign and reconstruction. The new park is includes a double tennis court, playground, picnic shelter, on-street parking, walkways, landscaping and other features. The Vail Golf Club underwent an $11 million renovation and the new clubhouse includes improved spaces for group meetings and a new summer and winter restaurant. Summer Activities. Year-round visitors are attracted to the area to take advantage of award-winning resort golf courses. Ten resort courses in or near the Vail Valley are: Beaver Creek Golf Club, Eagle Ranch Golf Club, EagleVail Golf Club, Gypsum Creek Golf Course, Red Sky Ranch and Golf Course, Red Sky Golf Club, The Short Course at Cordillera, Sonnenalp Golf Club, Vail Golf Club, and Willow Creek Par 3. Horseback riding, mountain biking, fly-fishing, hiking, whitewater rafting and other recreational sports also draw guests to the area, as well as world-class music festivals and art shows. Building Permits The following tables present a five-year and year-to-date history (where indicated) of building permit activity in unincorporated Eagle County. Table 12 History of Building Permits Issued in Unincorporated Eagle County Year Total Number of Permits Issued Total Valuation 2012 393 $54,536,535 2013 430 69,211,425 2014 494 95,723,135 2015 593 121,333,828 2016 680 119,499,389 2017(1) 272 45,859,964 _______________________ (1) Through May 2017. Source: Eagle County Division of Planning DMWEST #16594819 v6 B-10 Foreclosure Activity The following table sets forth data on the number of foreclosures filed for the time period indicated. Such information does not take into account the number of foreclosures which were filed and subsequently redeemed or withdrawn. Table 13 History of Foreclosures Year Number of Foreclosures Filed Percent Change 2012 455 n/a 2013 208 (54.3)% 2014 103 (50.5) 2015 82 (20.4) 2016 68 (17.1) _______________ Source: Colorado Division of Housing [Remainder of this page intentionally left blank] DMWEST #16594819 v6 C-1 APPENDIX C AUDITED FINANCIAL STATEMENTS OF THE EAGLE COUNTY AIR TERMINAL CORPORATION FOR THE FISCAL YEARS ENDED DECEMBER 31, 2016 AND 2015 (Attached) DMWEST #16594819 v6 D-1 APPENDIX D FORM OF THE INDENTURE DMWEST #16594819 v6 E-1 APPENDIX E TEXT OF OPINION OF BOND COUNSEL DMWEST #16594819 v6 F-1 APPENDIX F FORM OF CONTINUING DISCLOSURE AGREEMENT DMWEST #16594819 v6 G-1 APPENDIX G BOOK-ENTRY SYSTEM The information in this appendix concerning DTC and DTC’s book-entry system has been obtained from DTC and contains statements that are believed to describe accurately DTC, the method of effecting book-entry transfers of securities distributed through DTC and certain related matters, but the State takes no responsibility for the accuracy or completeness of such statements. Beneficial Owners should confirm the following information with DTC or the DTC Participants. None of the Corporation, the County, or the Underwriter has any responsibility or obligation to any Beneficial Owner with respect to (i) the accuracy of any records maintained by DTC or any DTC Participant, (ii) the distribution by DTC or any DTC Participant of any notice that is permitted or required to be given to the registered owners of the Series 2017 Bonds under the Indenture, (iii) the payment by DTC or any DTC Participant of any amounts received under the Indenture with respect to the Series 2017 Bonds, (iv) any consent given or other action taken by DTC or its nominee as the owner of Series 2017 Bonds or (v) any other related matter. DTC will act as securities depository for the Series 2017 Bonds. The Series 2017 Bonds will be issued as fully-registered securities registered in the name of Cede & Co. (DTC’s partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully-registered Series 2017 Bond certificate will be issued for the Series 2017 Bonds, in the aggregate principal amount thereof, and will be deposited with DTC. DTC, the world’s largest securities depository, is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934, as amended. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non- U.S. equity issues, corporate and municipal debt issues, and money market instruments (from over 100 countries) that DTC’s participants (“Direct Participants”) deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities through electronic computerized book-entry transfers and pledges between Direct Participants’ accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation (“DTCC”). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly (“Indirect Participants”). DTC has S&P’s highest rating: “AAA.” The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com and www.dtc.org. DMWEST #16594819 v6 G-2 The Corporation undertakes no responsibility for and makes no representations as to the accuracy or the completeness of the content of such material contained on such websites as described in the preceding sentence, including, but not limited to, updates of such information or links to other internet sites accessed through the aforementioned websites. Purchases of Series 2017 Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the Bonds on DTC’s records. The ownership interest of each Beneficial Owner is in turn recorded on the records of Direct and Indirect Participants. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Series 2017 Bonds are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in the Series 2011Bonds except in the event that use of the book-entry system for the Series 2017 Bonds is discontinued. To facilitate subsequent transfers, all Series 2017 Bonds deposited by Direct Participants with DTC are registered in the name of DTC’s partnership nominee, Cede & Co. or such other name as may be requested by an authorized representative of DTC. The deposit of Series 2017 Bonds with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Series 2017 Bonds; DTC’s records reflect only the identity of the Direct Participants to whose accounts such Series 2017 Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of Series 2017 Bonds may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the Series 2017 Bonds, such as redemptions, defaults and proposed amendments to the Indenture. For example, Beneficial Owners of Series 2017 Bonds may wish to ascertain that the nominee holding the Series 2017 Bonds for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to the Registrar and request that copies of the notices be provided directly to them. Redemption notices will be sent to DTC. If less than all of the Series 2017 Bonds are being redeemed, DTC’s practice is to determine by lot the amount of the interest of each Direct Participant in such maturity to be redeemed. Neither DTC nor Cede & Co. (nor such other DTC nominee) will consent or vote with respect to the Series 2017 Bonds unless authorized by a Direct Participant in accordance with DTC’s MMI Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the issuer DMWEST #16594819 v6 G-3 as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.’s consenting or voting rights to those Direct Participants to whose accounts the Series 2017 Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy). Payments with respect to the Series 2017 Bonds will be made to Cede & Co. or such other nominee as may be requested by an authorized representative of DTC. DTC’s practice is to credit Direct Participants’ accounts upon DTC’s receipt of funds and corresponding detail information from the Corporation or the Trustee on the payable date in accordance with their respective holdings shown on DTC’s records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in “street name,” and will be the responsibility of such Participants and not of DTC, the Trustee or the Corporation, subject to any statutory or regulatory requirements as may be in effect from time to time. Payments with respect to the Series 2017 Bonds to Cede & Co., or to such other nominee as may be requested by an authorized representative of DTC, is the responsibility of the Corporation or the Trustee, disbursement of such payments to Direct Participants is the responsibility of DTC and disbursement of such payments to the Beneficial Owners is the responsibility of Direct and Indirect Participants. DTC may discontinue providing its services as securities depository with respect to the Series 2017 Bonds at any time by giving reasonable notice to the Corporation. Under such circumstances, in the event that a successor securities depository is not obtained, Series 2017 Bond certificates are required to be printed and delivered as provided in the Indenture. The Corporation may at any time decide to discontinue use of the system of book-entry- only transfers through DTC (or a successor securities depository) with respect to the Series 2017 Bonds. In that event, Series 2017 Bond certificates will be printed and delivered to DTC. DMWEST #17009328 v1 POST-ISSUANCE TAX COMPLIANCE PROCEDURES FOR EXEMPT FACILITY AIRPORT BONDS A. Purpose Issuers of the proceeds of tax-exempt exempt facility airport bonds must comply with federal tax rules relating to expenditure of proceeds for qualified costs, rate of expenditure, use of bond- financed property, investment of proceeds in compliance with arbitrage rules, and retention of records. The following procedures are intended to establish compliance with these rules. Compliance responsibility is assigned to the Treasurer (the “Compliance Officer”) of EAGLE COUNTY AIR TERMINAL CORPORATION (the “Issuer”), a Colorado nonprofit corporation issuing bonds on behalf of the County of Eagle, Colorado (the “County”). B. Delegation of Responsibility To the extent that any of the responsibilities set forth in these Tax Compliance Procedures are delegated to the County, a trustee or any other party, the Issuer will keep a record of such delegations with respect to each bond issue. C. Schedule of Reviews The Issuer will establish routines for monitoring on-going compliance that are consistent with discovering any noncompliance in a timely manner so that it may be corrected. While specific review processes are described in detail below, timing for such reviews will be as follows: 1. Arbitrage Compliance: With respect to each bond issue, the Issuer will ensure that it understands at the time of bond closing which funds and accounts containing bond proceeds may become subject to yield-restriction investment rules and will keep a record of the dates upon which such rules will begin to apply. 2. Rebate Compliance: While rebate calculations may be performed more often, the Issuer will ensure upon the fifth anniversary date of the issuance date of the bonds, every five years thereafter, and upon final retirement of the bonds, that either no rebate is owed or provision has been made for the payment of any rebate owed within 60 days. 3. Change in Use/Ownership: Prior to executing any contract, lease or other document which would materially change the use of the bond-financed project or selling of any bond-financed property, the Issuer will (i) confirm that such change will not require a remedial action to be taken with respect to any bond issue, (ii) take a remedial action, if necessary, or (iii) discuss with bond counsel whether a voluntary closing agreement with the Internal Revenue Service is appropriate. DMWEST #17009328 v1 2 D. Tax Requirements Associated with Sale and Issuance of Bonds Review and retention of tax documents related to the sale and issuance of bonds will be supervised by the Compliance Officer. 1. The “issue price”, as defined in the Internal Revenue Code of 1986, as amended (the “Code”), of the bonds will be documented at the time of issuance. Certifications of an underwriter, placement agent or purchaser and a final numbers package will establish “issue price” and will be reviewed and included in the bond transcript or other records maintained for the bond issue. 2. The weighted average maturity (taking into account the various issue prices of the maturities of the bonds) will be documented at the time of issuance. 3. An estimated average economic life of the expected bond-financed projects will be documented at the time of issuance. 4. Form 8038 will be reviewed and filed not later than the 15th day of the 2nd calendar month following the quarter in which the bonds were issued. E. Expenditure of Proceeds Expenditure of bond proceeds will be reviewed by the Compliance Officer. 1. Establish form and procedure for preparation and review of requisitions of bond proceeds. 2. Requisitions must identify the financed property in conformity with the “TEFRA” public approval for the bonds and the tax certificate executed by the Issuer at closing, including certifications as to the location and character of the bond- financed property. 3. Investment earnings on sale proceeds of the bonds will be tracked and will be requisitioned only for appropriate expenditures. 4. The Issuer will verify that all costs for which it submits requisitions are capital expenditures, except as otherwise permitted under the Tax Certificate. 5. The Issuer will verify directly, or through its accountants, that the average economic life of the bond-financed projects, taking into account actual expenditures, complies with the requirement that the weighted average maturity of the bonds is not more than 120% of the average economic life of the bond- financed projects. 6. Requisitions for costs that were paid prior to the issuance of the bonds are, in general, limited to capital costs paid subsequent to, or not more than 60 days prior to, the date a “declaration of intent” to reimburse the costs was adopted by an authorized officer of the Issuer or by the County. DMWEST #17009328 v1 3 7. No more than 2% of proceeds may be requisitioned to pay costs of issuing the bonds, including any underwriting discount or placement fee. 8. Bond-funded reserve funds cannot exceed the least of (i) 10% of the par amount of the bonds (or the issue price of the bonds, if there is more than a de minimis amount of original issue discount or premium), (ii) maximum annual debt service, and (iii) 125% of average annual debt service. The initial funding of any reserve fund will be measured against this limit. 9. Requisitions will be summarized in a “final allocation” of proceeds to uses not later than 18 months after the in-service date of the financed property (and in any event not later than 5 years and 60 days after the issuance of the bonds). 10. Expenditure of proceeds should be measured against the tax certificate expectation to spend or commit 5% of net sale proceeds within 6 months, to spend 85% of net sale proceeds within 3 years, and to proceed with due diligence to complete the project and fully spend the net sale proceeds. To the extent that the Issuer is unable to comply with the above expectations, the reason for delay should be documented and retained with records regarding the bond issue. 11. Expenditure of proceeds will be monitored for compliance with spending exceptions to the rebate requirement, as follows: a. If the six-month spending exception applies, expenditure of gross proceeds will be monitored against the following schedule. 100% within 6 months b. If the 18-month spending exception applies, expenditure of gross proceeds will be monitored against the following schedule. 15% within 6 months 60% within 12 months 100% within 18 months F. Use and Ownership of Bond-Financed Property Use of bond-financed property when completed and placed in service will be reviewed by the Compliance Officer. At least 95% of the proceeds of the bonds must be spent on capital expenditures relating to the qualifying facilities listed below. 1. Governmental ownership. The airport facilities financed with the bonds must be beneficially owned by a government entity. For this purpose a statutory safe harbor allows a government entity that holds title to a facility to disregard a lease to a private party, provided (a) the lessee waives any right to treat itself as the owner of the facility for tax purposes, and (b) the lease does not have a term exceeding 80% of the useful life of the facilities and does not have any purchase option other than at fair market value. DMWEST #17009328 v1 4 2. Definition of “airport facilities”. Qualifying facilities must be “directly related and essential to” either of two functions: (1) Servicing aircraft or enabling aircraft to take off and land, or (2) transferring passengers or cargo to or from aircraft. A facility is not a qualifying facility if it need not be located at or in close proximity to the airfield in order to perform its function. Examples are terminals, runways, hangars, loading facilities, repair shops, and radar installations, provided they are located at an airport. A computer facility that serves a system-wide or regional function of an airline does not qualify because it is not related to a specific airport. Maintenance or overhaul facilities can qualify. Qualifying airport facilities must be available for use by members of the general public or for use by common carriers or charter carriers which serve members of the general public. a. Storage/training. “Storage or training facilities,” such as a warehouse, that are directly related to an airport are eligible for financing. The facilities must be physically located at the airport. b. Land. Land for use as part of the airport, including land acquired for noise abatement or wetland preservation, is eligible for financing. 3. Excluded commercial facilities. The following are not qualifying airport facilities: a. Lodging facilities (i.e., no financing for airport hotels) b. Retail facilities in excess of size necessary to serve passengers (and persons meeting passengers) and employees at the airport. c. Retail facilities for passengers or the general public located outside the terminal building. i. Car rental facilities are disqualified from tax-exempt financing by this rule, under the legislative history. ii. Public parking facilities are not disqualified by this rule provided they are not larger than necessary to serve passengers and employees. d. Office buildings for individuals who are not employees of the “operating authority” for the airport or some other governmental unit other than the federal government. This rule does not prevent a qualifying building (e.g., a warehouse) from having space used for DMWEST #17009328 v1 5 office functions related to the facility, notwithstanding the persons are employees of a private entity leasing the building rather than a governmental unit. e. Industrial park or manufacturing facilities. This prevents use of bond proceeds to finance facilities for manufacturing aircraft or any other goods, whether or not related to airport operations. G. Investments Investment of bond proceeds in compliance with the arbitrage bond rules and rebate of arbitrage will be supervised by the Compliance Officer. 1. Guaranteed investment contracts (“GIC”) will be purchased only using the three- bid “safe harbor” of applicable Treasury regulations (see Treas. Reg. § 1.148- 5(d)(6)(iii)), in compliance with fee limitations on GIC brokers (see Treas. Reg. § 1.148-5(e)(2)(iii)); provided, however, that to the extent that the safe harbor provisions cannot be met, the Issuer will consult with bond counsel. 2. Other investments will be purchased only in market transactions. 3. Calculations of rebate liability will be performed by outside consultants at the end of construction and at least every fifth bond year. 4. Rebate payments will be made with Form 8038-T no later than 60 days after (a) each fifth anniversary of the date of issuance and (b) the final retirement of the issue. Compliance with rebate requirements will be reported to the bond trustee and the County. 5. The date for the first rebate payment will be identified and entered in the records for the issue at time of issuance of the bonds. H. Refunding Issues When tax-exempt bonds are used to refund other bonds (“Refunded Bonds”), the new bonds (“Refunding Bonds”) will be treated as having financed the property originally financed with the Refunded Bonds (or any bonds refunded by the Refunded Bonds), such that financed property must be tracked until the last bonds (whether Refunded Bonds or Refunding Bonds) attributable to that property are retired. The Compliance Officer will continue reviewing the use of the any bond-financed property until the last bonds attributable to that property are retired; except to the extent that tracking is no longer required due to the economic life of the property coming to an end. The Compliance Officer should ensure that the Refunding Bonds will be used to redeem or otherwise repay the Refunded Bonds within 90 days of the issue date of the Refunding Bonds. DMWEST #17009328 v1 6 I. Correction of Violations The Issuer expects that its compliance with the procedures outlined above will prevent any violations of federal tax rules pertaining to its outstanding tax-exempt bonds (including any Refunded Bonds). However, if the Issuer discovers a potential violation through its ongoing monitoring or otherwise, it will determine in conjunction with its bond counsel whether a violation actually exists. If it is found that a violation actually exists, the Issuer will determine whether (i) any remedial actions are available, or (ii) a voluntary closing agreement with the Internal Revenue Service is appropriate. Common examples of violations are as follows: a. Failure to spend at least 95% of the bond proceeds on qualified airport projects (or refinancing qualified airport projects). b. Failure to pay rebate in a timely manner. c. Improper reimbursement of expenditures (too old or not capital). J. Records Management and retention of records related to tax-exempt bond issues will be supervised by the Compliance Officer. 1. Records will be retained for the life of the bonds plus any Refunding Bonds plus three years. This means that the Issuer will maintain records regarding Refunded Bonds until three years after the final Refunding Bond (including through a series of refundings) is retired. Records may be in the form of documents or electronic copies of documents, appropriately indexed to specific bond issues and compliance functions. 2. Retainable records pertaining to bond issuance include transcript of documents executed in connection with the issuance of the bonds and any amendments, and copies of rebate calculations and records of payments including Forms 8038-T. 3. Retainable records pertaining to expenditures of bond proceeds include requisitions, account statements and final allocation of proceeds. 4. Retainable records pertaining to use of property include all agreements reviewed for non-exempt use and any reviewed documents relating to unrelated business activity. 5. Retainable records pertaining to investments include GIC documents under the Treasury regulations, records of purchase and sale of other investments, and records of investment activity sufficient to permit calculation of arbitrage rebate or demonstration that no rebate is due. DMWEST #17009328 v1 7 K. Training The Issuer will use its best efforts to ensure that any officers and employees responsible for carrying out these procedures are properly trained for that responsibility. Such training will include: 1. Ensuring access to the necessary records. 2. Ensuring that such persons have reviewed a copy of these Tax Compliance Procedures, and the tax certificates and Forms 8038 related to the relevant bond issues. 3. Permitting attendance on free educational conference calls or webinars sponsored by the Internal Revenue Service, bond-related professional associations or law firms. 4. Permitting access to free educational websites, such as: http://www.irs.gov/taxexemptbond/index.html Cost permitting, such training may also include attendance at educational conferences and maintaining tax-exempt bond-related reference materials. L. Overall Responsibility Overall administration and coordination of this policy is the responsibility of the Compliance Officer. Adopted on September 12, 2017.