HomeMy WebLinkAboutECAT C01-219 Assignment and Agreement with Vail Valley Jet CenterHOGAN & HARTSON
L.L.P.
Writer's Direct Dial:
720 - 406 -5379
July 6, 2001
Jack Ingstad
EAGLE COUNTY
P.O. Box 850
Eagle, Colorado 81631 -0850
Re: Vail Valley Jet Center Closing
Dear Jack:
1(— (Ct
1800 BROADWAY, SUITE 200
BOULDER, COLORADO 80302
TEL (720) 406-5300
FAX (720) 406.5301
W W W.HHLAW.COM
Enclosed please find a set of closing documents, including an originally
executed copy of the purchase agreement.
Best Regards,
Patricia C. Hartstern
PCH:jg
Enclosures
cc: Jim Elwood, Eagle County Regional Airport (w /encls)
Renee Allee Black, Office of the County Attorney (w /encls)
s�8 ��� i� �� is � for andwm not photograph
WGIL S W 1MA 0f ai%e.
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WASHINGTON, DC
BRUSSELS BUDAPEST* LONDON MOSCOW PARIS* PRAGUE* WARSAW
BALTIMORE, MD COLORADO SPRINGS CO DENVER, CO LOS ANGELES, CA Mrt M VA NEW YORE, NY
\ \\BO .85658/1- #24075 v1
WASHINGTON OFFICE. 555 THIRTEENTH STREET NW, WASHINGTON DC 20004-1109 TEL (202) 637 -5600 FAX (202) 657-5910
'Aff bated Office
f.
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ASSIGNMENT AND AGREEMENT
This Assignment and Agreement (this "Assignment ") is made as of the I" day of
May, 2001 by and among Vail Valley Jet Center, LLC, a Colorado limited liability company
( "Assignor "), Eagle County Air Terminal Corporation, a Colorado nonprofit corporation
( "Assignee "), and County of Eagle, State of Colorado (the "County ").
Recitals
Assignor, Assignee and the County are parties to an Agreement to Purchase Right
to Operate a Commercial Terminal and Seventh Amendment to Concession Agreement and Lease
dated September 25, 2000 (the "Seventh Amendment "). Pursuant to the Seventh Amendment,
Assignor agreed to sell to Assignee the Commercial Terminal Business (as defined in the Seventh
Amendment) for a purchase price of $4.25 million, assuming that the Closing (as defined in the
Seventh Amendment) occurs on or before May 1, 2001 and to refrain from conducting a commercial
terminal business after the Closing. The Closing is occurring on the date hereof and this Assignment
is being delivered to effect the transfer of the Commercial Terminal Business to Assignee.
Assignment and Agreement
Accordingly, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, Assignor and Assignee agree as follows:
1. Transfer of Commercial Terminal Business. Assignor hereby sells, assigns
and transfers to Assignee all of Assignor's right, title and interest in and to the Commercial Terminal
Business, subject to the provisions of Section 2 of this Assignment. Assignee shall pay the $4.25
million purchase price by wire transfer upon the date hereof.
2. Temporary Continuation. The Seventh Amendment contemplated that the
Closing would not occur until Assignee had completed an addition to its terminal at the Airport (as
defined in the Seventh Amendment) sufficient to serve all of the commercial airlines previously
using Assignor's terminal at the Airport. That addition has not been completed and Assignor and
Assignee wish to provide for a temporary continuation of Assignor's operation of a commercial
terminal solely for the purpose of serving United Airlines and/or any carrier operating under the
name "United Express" pursuant to the Supplemental Agreement between Assignor and United Air
Lines, Inc. dated April 30, 2001 attached hereto as Exhibit A (the "United Agreement "). The County
hereby consents to Assignor's continued operation of a commercial terminal for that limited purpose,
and agrees that such continued operation shall be deemed to be permitted by and conducted pursuant
to the Agreement (as defined in the Seventh Amendment). Section B.4 of the Seventh Amendment
requires that all leases and agreements between Assignor and an airline, and all leases and
agreements between Assignor and a car rental or ground transportation provider in connection with
the Commercial Terminal Business shall terminate on or before the date of the Closing. Assignee
and the County waive that requirement for purposes of allowing Assignor to continue to operate a
commercial terminal as contemplated by this Section 2. The assignment• of the Commercial
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Terminal Business to Assignee shall not include an assignment ofthe United Agreement or any lease
or agreement with a car rental or ground transportation provider, and neither Assignee nor County
assumes or shall have any rights or obligations under or in respect of any such lease or agreement.
In the event that the addition to Assignor's terminal is completed prior to the expiration or other
termination of the United Agreement, Assignor agrees to allow United Airlines, Inc. or its assignee
to terminate the United Agreement on or after November 1, 2001 upon three business days notice,
but without any abatement or rebate of the rent for the month of November, 2001, and to cooperate
in effecting a smooth transition of operations thereunder to Assignee's terminal.
3. Termination of Right to Operate Commercial Terminal. Effective as of the
Closing, Assignor shall have no right to own, acquire, build or operate a commercial airline terminal
at the Airport serving scheduled or charter commercial airlines and their passengers, except as
provided in Section 2. Upon the termination of the United Agreement, Assignor shall have no right
to own, acquire, build or operate a commercial airline terminal at the Airport serving scheduled or
charter commercial airlines and their passengers.
IN WITNESS WHEREOF, the parties have executed this Assignment and Agreement
as of the day and year first above written.
Vail Valley Jet Center, LLC
By:
Title: . ,^ G,.: --v
Eagle County Air Terminal Corporation
By:_
Title:
County of Eagle, State of Colorado
By:_
Title:
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H: \CLIENT\ABLAIR \093339000\assign and agt v3.wpd
511101 2:36 pm - 2 -
May- 02 -0,1 . 12:05 From— HOGAN &HA71), 720 406 5302 T -486 P- 003/003 F -972
7
Terminal Business to Assignee shall not include an assignment of the United Agreement or any lease
or agreement with a car rental or ground transportation provider, and neither Assignee nor County
assumes or shall have any rights or obligations under or in respect of any such lease or agreement.
In the event that the addition to Assignor's terminal is completed prior to the expiration or other
termination of the United Agreement, Assignor agrees to allow United Airlines, Inc. or its assignee
to tenninate the United Agreement on or after November 1, 2001 upon three business days notice,
but without any abatement or rebate of the rent .for the month of November, 2001, and to cooperate
in effecting a smooth transition of operations thereunder to Assignee's terminal.
3. Termination of Right to Operate Commercial Terminal. Effective as of the
Closing, Assignor shall have no right to own, acquire, build'or operate a commercial airline terminal
at the Airport serving scheduled or charter commercial airlines and their passengers, except as
provided in Section 2. Upon the Termination of the United Agreement, Assignor shall have no right
to own, acquire, build or operate a commercial airline terminal at the Airport serving scheduled or
charter commercial airlines and their passengers.
IN WITNESS WHEREOF, the parties have executed this Assignment and
Agreement as of the day and year first above written.
Vail Valley Jet Center, LLC
By:
Title:
Eagle County Air Terminal Corporation
By:
Titl • , � r ��'
County of Eagle, State of Colorado
I IIIIIII�IIIIIIIII II Illlllllilllllillll IIIII IIIIIIII �30� °;: , v�
, I l . Fisher
C \WNDOWMTEMP ASSIGN AND AGT VIDOC
512/01 11:56 AM
ra
May-201 -01 12:39 From- HOGANSHARTSON 720 406 5302 T -461 P.004/009 F -943
EgHZBIT A
-1-15454-4
SUPPLE
MENTAL AQREElti11EW'r'
UNITTVS c0
&*PJerner'bW A vesmant media this dtirtiBth day ofApnl, 2001, betty .
FIXED BAST: OPERATORS, INC. 09a VAIL VALLEY .IET CENTER, LLC.
("4nd1m,q and UNITED AIR UNES, INC. (`Tenant's, amending and/or
SuPpienr[ertOng an cdghw agrearnern, UAL Contract No. 1154M, entered Info
bahwmn said parttss on dacember 1, 1M (ifie'Cttginsl Lease, ss tended
and extended by an Arwdrnertt and aftnaion Agreement dated Novernbcr 30,
2000
iwm -I I'm Amendmenr and, togegfiorw,1h the C ftlnlel Lease, the
- Terminal Lease's in the lbllo *v mspecbs;
- I- The term of said Terminal 12W will be extended on a month -to-
month basis subJW to tomdn ion by either
Party, lAA.Fiotd cause, upon thirty i30j
dRW Ptbrwrilten notes- This Jesse wig eprpire gilt w November 30,2001 orttee
amls of Torranft benefiggl G=UP2nW Of a MMY =pnnded Totrninai A, whJcheW
is later. Jt is understood and aVOW that Tenant shalt hmm the right to sublease
ft Premkw, in whole or in part to any sdsdWed air carrisr aperating at the
Avpod under the brand designe8on `Unked E3tpr 3m ' Landlord hereby mnser6
to and wgwessty Qppmvea such subletting.
2. Stb* re MUy 1, 2001, payrn
OKs) Provided for undersold Termirnsl
Leases MOO be and Is (am) hereby e?nmded ais t1lows:
3. The Termt and h afl'igaWs COvonant and agree tttet, upon
OVMtion of the tarm of this fwTW W Lease. it wgl peaceably sumndet
Pion of the Priam ieeaad hereunder in .good condition, rea cTug "
""'2nd truer, arks of God, fire, aM other casualties excepted, and the Landlord
)z -16H tbRb- lZfV -J DA:XP4 ?1I as iw
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shall have the right to take Dion of geld premises. The Tarrant shag have
the right upon f�mnraticn, and within thirty (3p) ftp NtemMler, to remove all
bade forkmo equzpmont, and other p®rsonal
Properly installed or placed by it at
it w9er1me, in, on, or about Term'mal 9.
MantMy rant beginnin Hipy 1.2007 w81 be Mlnettn 7bM=d S x
Hundm d &J*Seven Dolkm and No Cants ($19,687 -DM. The Tenant WN
not be Ttabte for the two P,ercert (3%) tcunty ACES Fee or any other
fee or charges R=Odgtw wah vo omupanW of the building, with the
exception of a security ch2198 of $80.00 per deparbute.
It i$ hereby y undw9bad and agreed between the p11114es that all
ether tan� ptMllam and cortdi Dm of geld Terrains, Lease, as htaretoiore
amended, shell cantfiue, in 1W, farce and and the torim of this
Supplemental Agreemwd are hereby bx:orpatated thefWn and Made a part
hereof:
POEM BASE ORMATORS, DJQ 99bla
VAIL VAt LLry jF-T CENTER, LLc
8Y
Try
gn 4 t--: qT Tncv- /z Jew Tt18b -00? 1 t�8: xe�
IIIINIIIIIINIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIII 63'. °:s 50.
Sara J Fisher Eagle, Co 23 R 0. 00 D 0. 00
UM ?Ilb 13LINn
*N, 7rwsv PRr2F. as x
May- 01 -01, 10:15am From -HOGAN &HART:"
HOGAN & HAMON
LL.P.
May 1, 2001
Vail Valley Jet Center, LLC
0871 Cooley Mesa Road
Gypsum, CO 81637
T-774 P.002/004 F -762
ONE TABOR C ENM
1200 S"t'N[iUnH STREET. SUM 1500
DENVER, COLORADO 80202-5840
Tp. (303) GWMO
FAX (308) 848-7333
Re: Agreement to Purchase Right to Operate a Commercial
Terminal and Seventh Amendment to Concession
Agreement and Lease dated September 25, 2000
As special counsel to Eagle County Air Terminal Corporation ( "ECAT") we have
been asked to consider certain limited matters of law pertaining to the above - captioned
Agreement (the "Agreement ") among ECAT, Vail Valley Jet Center, LLC (,,WJC ") and Eagle
County, Colorado (the "County"). We have not been engaged in any other capacity with respect
to the matters relating to the Agreement and have not participated in the negotiation of any of the
Agreement or other instruments referred to therein or in any of the transactions contemplated by
such instruments.
For purposes of this letter, we have examined copies of the following documents.
Q
(1) the Agreement;
(D o m
(2) ECAT Articles of Incorporation and Bylaws; to 00
tr) r- a o
(3) minutes of a meeting of ECAT's Board of Directors held September 25, (gyp 0' h
0.0
2000; and m
(4) certificate of the Colorado Secretary of State as to the existence of ECAT.
We are not general counsel to ECAT, and our review and participation in the
transactions related to the Agreement has been limited. Therefore, we do not have knowledge of N
many transactions in which ECAT may be engaged or of its day -to -day operations. The scope of
our engagement as special counsel does not extend to an evaluation of the merits of the business U
transactions to which the documents relate or to an evaluation of the importance to SCAT or
others of particular provisions. W
WASEMGTON. DC y
=USSM RUDA1 ZSV LONDON MOSCOW PANS- PRAGUP WARSAW
MTRbORE, 30 COLORADO WFX4GS, CO LOS ANG0 , CA 3e9cS FAN, VA NEW YORE, NY RO� ^'�v JdD
WASWNCTON OMCE- ass THIRTEENTH 5"r8Y3!T NW, WASHNGTON DC 20069 -1109 TEL' (2M 637,%W FAIL• (30Z) 63W910 �� N
May -01 -01 °10.15am From -HOGAN &HART
HOGAN & HARTSON L.L.P
Vail 'Valley Jet Center, LLC
May 1, 2001
Page 2
T-774 P. 003/004
IAIIhIIIRIhIIII�IIInIIIIIII�IfiINNlllllllllll
F-782
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For purposes of rendering the opinion contained herein, other than as set forth
above, we have not made any independent review or investigation of factual or other matters,
including but not limited to the organization, existencgood standing assets, investigations, business, at affairs or
of ECAT or the existence of any actions, suits, proceedings, q
in equity, before or by any court, public board or public body pending or threatened against or
ood
affecting FICAT or the Agreement. in fact, we have assumed the other documents referred to
standing of each party (other than ECAT) to the Agreement and
therein, and that each such party had, and continues to have, the power and requisite authority to
enter into and perform all of its obligations thereunder, and we have further assumed the due
authorization by each such parry of all requisite actions and the due execution and delivery by
each such party of the documents identified above. As to all questions of fact, we have relied
upon the documents identified above and certificates of representatives of ECAT, and we have
assumed the accuracy, truthfulness, completeness and correctness of all statements of fact
contained in the documents identified above and all other documents in connection with the
Agreement and the full performance of all warranties, representations, and covenants made by
SCAT, WJC, the County, and all other parties in connection therewith. We have assumed the
genuineness of all signatures, the legal capacity of all natural persons, the accuracy and
ts and the
completeness of all documents submitted to us authenticity ll of all original doc
submitted tmusnas opies,
conformity with the authentic original documents o
and all
including telecopies. We have further assumed that, een with respect to or will be pazdeall documents to be
related instruments, all consideration to be paid has
executed and delivered by the parties have been executed and delivered in the manner required
by applicable law, all documents required to be filed or recorded in connection with the
Agreement have been or will be so filed or recorded, and all other conditions necessary to bind
the parties have been met. All statements herein are made in the context of the foregoing.
Based upon, subject to, and limadobm �alr law, the Agreement opinion
bis been duly
of the date hereof and under existing Colo
authorized, executed and delivered by ECAT and constitutes the valid and binding legal
obligation of ECAT enforceable in accordance with its terms.
Other than as expressly set forth herein, we render no opinion as to the legality,
validity, or enforceability of any of the documents relating to the Agreement. This opinion is
limited to the laws of the State of Colorado, and we express no opinion as to the effect of the
laws of any other jurisdiction. We have assumed the applicability of internal Colorado law
of
(without reference to any choice of law or conflicts provisions) to the Agreement for purposes
this opinion. It is to be understood that the enforceability of the Agreement may be subject to
and limited by bankruptcy, insolvency, reorganization, moratorium, and other similar laws
affecting creditors' rights heretofore or hereinafter enacted, and may also be subject to and
\ \\DR - S5004110 - 210353Z v:
A " m
May- 01 -01, - 10:15am From- HOGANHART T -774 P.004/004 F -782
HOGAN & HAMON t..L.P.
Vail Valley Jet Center, LLC
May 1, 2001
Page 3
limited by the exercise of judicial discretion, procedural and other defenses based upon particular
factual circumstances and equitable principles in appropriate cases, to the reasonable exercise by
the State of Colorado and its governmental bodies of the police power inherent in the sovereignty
of the State, and to the exercise by the United States of powers delegated to it by the United
States Constitution. No opinion is rendered with respect to any filings, notices, consents,
licenses, permits, or approvals necessary or advisable under securities, environmental, zoning, or
similar Colorado local or state statutes, ordinances, codes, rules or regulations in connection with
the Agreement or the conduct of SCAT s or the County's operations at the Eagle County
Regional Airport. No opinion is expressed herein regarding the creation, existence, priority, or
enforceability of any lien, pledge, or interest in connection with the Agreement or any document
or property relating thereto. Additionally, we advise you that a Colorado court May not strictly
enforce certain provisions contained in the Agreement if it concludes that such enforcement
would be unreasonable under the circumstances then existing• existence urmor , the enforceability c ity,
the Agreement may be limited if a court finds the
misrepresentation, duress, fraud, undue influence, adhesion, mistake or other imporopany
inducement to enter into contract or the failure to obtain the consent of any patty
document.
This opinion letter has been prepared solely for your use in connection with the
Agreement, and should not be quoted in whole or in part or otherwise be referred to, nor be relied
upon by, filed with or furnished to any governmental agency or other person or entity, without
the prior written consent of this firm. We assume no obligation to advise you of any changes in
the foregoing subsequent to the delivery of this opinion letter on the date hereof.
Very truly yours,
.0 LL-e
174 rogaa& Hartson L.L.P.
763 360
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\\\DE - 66omno - gioauz vs
MAY -01-101 12:30 Frov SHERMAN I�RD L.L.C.
Sherman & Howard LLC.
County of Eagle. State of Colorado
Eagle County Air Terminal Corporation
Eagle County Building
P.O. Box 850
500 Broadway
Eagle, Colorado 81631 -0850
303299094 T -003 P.02/03 Job-003
ATTORNEYS & COUNSELORS AT LAW
633 SEMTEEM Sf8M SUITE 3000
DENVER, COLORADO BUD2
TELEPHONE; 303 297.2900
PAX: 303 2984)%0
OFFIMS IN: COLORADO SPRINGS
RENO • LAS VEGAS • PHOENIX
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May 1, 2001
Re. Agreement to Purchase Right to Operate a Commercial Terminal and
Seventh Amendment to Concession Agreement and Lease dated
September 25, 2000, by and among Vail Valley Jet Center LLC, Eagle
County Air Terminal Inc. and Eagle County, Colorado (the "Agreement ")
Ladies and Gentlemen:
We have acted as special counsel for Vail Valley Jet Center, LLC ( "WJC ") in
connection with its execution of the Agreement. We have been asked by VVJC to deliver the
opinion required by Section E.Lb of the Agreement. In preparing this opinion, we have
examined the Agreement and the Operating Agreement of VVJC and have relied upon a
Certificate of the Manager of VVJC as to relevant factual matters. We have assumed the
genuineness of all signatures on documents provided to us, the authenticity of all documents
provided to us as originals, and the conformance to authentic originals of all documents
submitted to us as copies.
Our opinions in this letter are limited to matters of Colorado internal law. We
express no opinion as to the laws of any other jurisdiction.
Based upon and subject to the foregoing, we are of the opinion that the
Agreement has been duly approved by all necessary action of the members and managers of
VVJC and is a valid and binding obligation of VVJC, subject to bankruptcy and other laws
affecting creditors rights' generally and to general principles of equity.
This opinion is provided to you pursuant to the Agreement and cannot be relied
upon by any other person or for any other purpose.
Yours truly,
Apr -30 -2001 02:32pm From -EAGLE COON7) TORNEY OFFICE
Office of the
County Attorney
(970) 328 -8685
Fax: (970) 328 -5219
+9703285219
EAGLE COUNTY, COLORADO
May 1, 2001
T -422 P.002/002 F -997
Eagle County Building
P.O. Box 850
500 Broadway
Eagle, Colorado 81631 -0850
Re: Agreement to Purchase Right to Operate a Commercial Terminal and
Seventh Amendment to Concession A reement and Lease dated September
25.2000 between Eag)e County, Vail Valley Jet Center LLC and Eagle
County Air Terminal Corporation
As Acting County Attorney for Eagle County ( "County ") I have been asked to consider
certain matters pertaining to the above captioned Agreement ( "Agreement ") among Eagle
County erminal Coiporation ( "ECAT" ), Vail Valley let Center, LLC ( "WJC ") and the
County.
For purposes of this opinion, I have examined copies of the following documents:
(1) the Agreement;
(2) minutes of the Eagle County Board of County Commissioners for September 25, 2000
in which the Board of County Commissioners approved the Agreement; and
(3) minutes of the First Supplementary Budget hearing held on April 17, 2001, wherein
the Board appropriated 4.25 million dollars to be used for the purposes outlined in the
Agreement.
Based on, subject to and limited by the foregoing, T am of the opinion that, as of the date
hereof and under existing Colorado internal law, the Agreement has been duly authorized,
executed and delivered by the County and - constitutes the valid and binding legal obligation of
the County enforceable in accordance with its terms.
Sincerely,
Renee Allee Black ' �-
Acting Eagle County Attorney
1111111 IIIIIIIIII IIIIIIIIIIII 6Page: o 11 of
Sara J Fisher Eagle, Co 23 R 0.
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1RY -09 -2001
Apr -$6=01
12:08 FROM: ERGLE CO '4- FINRNCE 9703281233
05:01pm
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From- HOGANdHAR
TO: 248247 P.001 ,*003
+3036997334 T -66fl P.0021006 P- 970
I�IIIIIIII��III�IIIIIIIIIIIIIIIPIII
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THIS NOTE HAS NOT BEEN REGISTERED UNDER TBE SECURITIES ACT OF 1933, AS
AMENDED, AND HAS NOT BEEN REGISTERED OR OTEERWISE QUALIFIED FOR SALE
UNDER THE 'BLUE SKY" LAWS AND REGULATIONS OF ANY STATE AND WILL AS
OF THE DATE OF ISSUE CARRY NO RATING FROM ANY RAMNG SERVICE. THIS
NOTE MAY NOT BE SOLD, TRANSFERRED OR On-MRWISE DISPOSED OF EXCEPT IN
M1NI1V1UM DENOMINATIONS OF 5100,000.
V
54,250,000
EAGLE COUNTY AIR TERMINAL CORPORATION
PROMISSORY NOTE
Per Annum
Interest Rate
Maturity Date
Ori duO Date
10,500/0
June 1, 2021
May 1, 2001
Registered Owner EAGLE COUNTY, COLORADO
Principal Sum* _ FOUR MILLION TWO HUNDRED FIFTY THOUSAND DOLLARS
EAGLE COUNTY AIR TERMINAL CORPORATION (the "Corporation"), a
nonprofit corporation organized under the Laws of the State of Colorado, for value received, hezeby
promises to pay w the Registered Owner (specified above), or registered assigns, The Principal Sum
(specified above) on the Maturity Date (specified above), unless this Note shall have been duly
railed for prepayment in whole or in part and payment of the prepayment price shall have been duly
made or provided for, upon surrender hereof. and to pay the person in whose natne this Note is
registered on the closo of business on the facenth day preceding an interest payment date, interest
on said principal slum at the per amum Interest Rate (Specified above); provided, however, that
such Principal Sutra and interest thereon shall be payable solely from: (1) proceeds of bonds issued
by the Corporation for the purpose of paying this Note, and (u) amounts detemdried by the
Corporation, in its sole discretion, to be available therefor in the Capital Fund created pursuant to
the Indenture (as defined below). Payments of interest be reuxider shall be payable semi - annually on
June 1 and December 1 in each year, cod=encing December: 1, 2001, at the per annum Interest
Rate (specified above), until payment of said principal sum and (to the extent payment of such
interest shall be legally enforceable and only as provided below and in the Indenture:) on any
overdue installment of interest. Interest is computed on the basis of a 360 -day year of twelve 30-
day months. Failure to make payment of this Note shall not alone be considered an event of
default, but this Note shall continue to bear interest at the Per Armum Interest Rate, without interest
on accrued but unpaid interest.
'('ha Principal Sum shall be the lesser of the amoune,etated above,or the gimnunr acnia11v ad%rancnd by thy
P,Qndh014d0T fVOn1 dint TO Th <e.
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RY-09 -2001 18:08 FROM:EAGLE COON `FINANCE 9703281233
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TO =9 2482V P.002 ,1003
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The Corporation has issued its Airport Tandual project Revenue Bonds, Series
1996 (the "Series 1996 Bonds°), pursuant to a Trust Indenture dated as of June 1, 1996 (as
amended from time to time, the "Indenture'), between the Corporation and U.S. Bank National
. =a construct real and Association (formerly Colorado National Bank). to o� worrk in GOlfn�ti ne[ePWi to
property, buildings and improvements, including all cots to the
provide certain airport wmainal facilities• This NOS shall be subordinate in all rasp
Corporation's Series 1996 Bonds and any other Bonds qr Subordnnate Bonds (as defned the
Indenture) issued under the Indenture. No payment shall be u►ade on this Note until payments then
due under the Indenture to owners of the Bonds or Subordiaale Bonds and additional required
deposits to finds and accounts described in the Indcnturc have been made and until the Corporation
has either issued bonds for the payatent of this Note or deierrxii�aed, in its sole discretion, that there
are moneys available for the payment of this Note in the Capital Fund (as defined in the Indenture).
THIS NOTE SHALL NOT BE A DEBT OR INDEBTEDNESS OF EAGLE
COUNTY, T73E STATE OF COLORADO OR ANY POLITICAL SUBDIVISION
THEREOF WITIFSiN THE y EANIN'G OF ANY PROVISION OR LEWrATION OF THE
CONSTITUTION OR STATUTES OF THE STATE OF COLORADO, AND SHALL
NEVER CONSTITUTE NOR GIVE RISE TO A PECUNIARY LIABILITY OF TFZ
COUNTY, THE STATE OR ANY POLITICAL SUBDMSION THEREOF OR A
C73ARGE AGAINST THEIR GENERAL CREDIT OR TAG POWERS. THE
CO1trouATION HAS NO TAWG POWER.
No recourse shall be had for the payment of the Principal Sum of this Note, or
for any claim based hereon, against any member, oflic,6r, agent or "Joyee, past, pre$ent or
future, of the Corporation or of any successor body, as such, either directly or through the
Corporation or any such successor body, under any constitutional provision, statute or rule
of law, or by. the enforcement of any assessment or by any legal or equitable proceeding or
otherwise.
THIS NOTE T5 SUBJECT PV IPHOUT PENALTY OAND WITHOUT
AT ANY TIME PRIOR TO MATURITY _
•
NOTICE. ANY SUCH REPAYMENT ON'TSH PREPAIDM�WiTH INTEREST ACCRUED TO
EQUAL TO THE PRINCIPAZ-
THE PREPAYMENT DATE
Payment of the Principal Sum under this Note is not secured by the Xudeuture,
or a pledge of any moneys held under the Indenture, or a lien or mortgage on or security
interest in any property of the Corporation.
This Note is transftrablc by the registered owner hereof or his duly authorized
attorney on the registration books of the Corporation only in, rWnj1nurn denominations of 3100,000,
by a duly executed instrument of transfer in form and with guaranty of signature satisfactory to the
Corporation, subject to such reasonable regulations as the Corporation may prescribe, and upon
2-
f\iOQ•dDtA/IS- �i1G976 .7 763360
Page: 13 of 14
07/31/2001 09:50A
Sara J Fisher Eagle, Co 23 R 0.00 D 0.00
aY -09- 2001' 12: 0B FROM: EAGLE CO ';INHNCE 9703281233
Ap'r -Z6�01 ..05:0tFm From- HOGARKART
TO: 248247 P.003eoW
+3o3889T334 T-686 P.UD4 /UUU "N
payment of any fee, taxes or other govcm mental cboxges incident to such transfer. Upon any such
transfer a new registered Note of the sazne maturity
and in the same aggegate principal amount will the
be issued to the transfeMe. The person in whose nOn shall Note e affected by any lacdc -e to the
owner hereof for all purposes, and the Corpora'd
contrary.
The Registered Owner agrees that will
ot trransfe or otherwise dispose this
payments of principal made hetreon and that it
Note unless and until all such notations have been duly made.
IN WITNESS VMREOF, the Corporation has caused this Note to be executed in
its name by 'the manual or facsimile sienatute of its Yres� lithographed d arvi-�ptod tea hereon d d its
corporate seal or a facsimile thereof to be affixed, imprinted,
aucsied to by the manual or facsimile signamra of its Secretary.
-'?;c ALL.
I''rytyh Cr-� ~ gecretary
V
IM09.6- Aanz -o mov2
EAGLE COUNry AM TERMWAL
CORPORATION
Sara J Fisher Eagle, CO 23 - R 0.00
3-
763360
Page: 14 of 14
07/31/2001 09:50A
D 0.00
