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DEPFA BANKDEPFA BANK DEPFA BANK plc, New York Branch 623 Fifth Avenue, 22"d Floor New York, NY 10022 Phone: +1212 796 9164 Fax: +1 212 796 9209 Website: www.depfa.coni August 24, 2007 Mr. Larry Brooks Executive Director Urban Renewal Authority, Town of Avon 400 Benchmark Road P.O. Box 975 Avon, CO 81620 Mr. David Bell Senior Vice President, Public Finance Stifel, Nicolaus & Co., Hanifen Imhoff Division P.O. Box 5050 Denver, CO 80202 Email: dbellAhanifen.com Dear Mr. Brooks and Mr. Bell: DEPFA BANK plc ("DEPFA" or the "Bank") is pleased to submit our Letter of Interest for your consideration. Please note that the Bank has received its credit approval for the terms and conditions below. Furthermore, this Letter of Interest is not intended to be all-inclusive, and we reserve the right to request additional terms and conditions as a result of further due diligence and legal review. A. GENERAL INFORMATION Borrower: Urban Renewal Authority (the "Authority"). Provider: DEPFA BANK plc, New York Branch 623 Fifth Avenue 22"d Floor New York, NY 10022 Primary Contact: Marnin Lebovits Managing Director Tel: 312-332-9100 Fax: 312-332-9192 Email: rnarnin.lebovits@depfa.conz Ratings: Credit Outlook: Moody's S&P Fitch Short Term P-1 A-1 F- I+ Long Term Aa3 AA- AA- Outlook Stable Stable Stable V„ .,u y zwi, riven arrtrmea Ut✓etA-s long-term and short-term rating, with a stable outlook. On July 23, 2007, Moody's affirmed DEPFA's long- DEPFA BANK p1c New York Branch Credit Outlook: On July 23, 2007, Fitch affirmed DEPFA's long-term and short-term rating, with a stable outlook. On July 23, 2007, Moody's affirmed DEPFA's long- term and short-term rating, with a stable outlook. On July 23, 2007, S&P lowered the long-term rating of DEPFA to A+ from AA- and lowered the short-term rating to A-1 from A-1+. Facility: Direct Pay Letter of Credit issued pursuant to a Reimbursement Agreement between the Authority and the Bank (the "Reimbursement Agreement'). Amount: Up to $30,000,000 (thirty million dollars) including interest. Purpose: Proceeds of the bonds will be used to develop a downtown area in the Town of Avon as well as other development projects over the next couple of years. Security: The bonds will be secured by tax increment revenues and will additionally be secured by an annual appropriation moral obligation pledge of the Town of Avon. Term: Up to 10 years. B. FACILITY FEES AND OTHER FEES: Facility Fee: Computation: Upfront Fee: Termination Fee: Amendment/Transfer Fee: Draw Fee: Out of Pocket Expenses: Term Fee 1 year 20 bps 3 years 26 bps 5 years 32 bps 7 years 38 bps 10 years 44 bps The Facility Fee shall be computed on the total amount of the Facility and on the basis of actual days elapsed on a 360 day basis, payable quarterly in arrears. None. None. Although the Bank requires no amendment or transfer fee, in each case, reasonable fees and expenses of counsel to the Bank will be charged. $250 per draw. None. Legal Fees: Legal counsel fee is estimated at $25,000 and capped at $30,000 plus disbursements for the first Facility (fees are subject to increase if the Facility is not delivered within 60 days of the Bank receiving the mandate to proceed or the structure or security for the deal changes after documentation has commenced). Additional facilities, if similar to first DEPFA BANK plc New York Branch Facility, are estimated at $10,000 and capped at $15,000 plus disbursements. Legal Counsel: Carol Thompson Chapman and Cutler LLP 11 I West Monroe Street Chicago, IL 60603 Phone: 312-845-3785 Fax: 312-701-2361 Email: ethompso@chapman.com C. DRAWINGS UNDER FACILITY, REPAYMENT; INTEREST Interest due on Draws: Draws trade under the Facility to pay the principal and interest of bonds that have been tendered and not remarketed and are not repaid on the date of the draw shall bear interest at the Base Rate, the Term Loan Rate, subject to the making of a Term Loan as described below or, upon the occurrence of an Event of Default, the Default Rate. All unpaid draws shall he evidenced by the Bank Bond delivered by the Authority at the time of the delivery of the Facility. Any unpaid draws shall bear interest as follows: First 90 days - Base Rate (defined below) Day 91 and thereafter - Term Loan Rate (defined below) "Base Rate" is the greater of Prime Rate and the Federal Funds Effective Rate + 0.50%. "Term Loan Rate" shall be dependent upon the duration of the Term Loan. (Please see "Duration of Term Loans; Term Loan Rate" below.) Default Rate: Upon the occurrence of an Event of Default as described in the Facility, the Bank Bond and all other obligations due under the Facility shall bear interest at the "Default Rate", which is defined as the Base Rate + 3.0%. Similarly, any amounts not repaid when due shall bear interest at the Default Rate. Maximum Rate: Interest payable pursuant to the Facility and on the Bank Bond shall not exceed the maximum non-usurious rate of interest permitted by applicable law. If and to the extent interest payable by the Authority exceeds the foregoing, the Facility will include customary clawback language enabling the Bank to recover such interest. Any interest that has accrued by not been repaid on the last day of the Facility due to the limitations imposed by a maximum rate shall be recoverable as a termination fee, subject to applicable law. Payment of Interest: Interest payable on unreimbursed draws and Term Loans shall be made on the first Business Day of each month, on the final day of the Facility and, if a Term Loan is created, on the final day of the Term Loan. Amortization: If an unrepaid draw does not qualify for conversion to a Term Loan, said unrepaid draw will be due and payable on the first to occur of the 91st day DEPFA BANK plc New York Branch after the date of the related draw and the final day of the Facility. (See "Term Loan" below for the conditions precedent to the creation of a Term Loan.) Each Term Loan shall be paid in accordance with the schedule under the loan agreement. In addition, unreimbursed draws and Term Loans shall be repaid upon the sale of bonds or other securities intended to repay the bonds and the Bank Bonds, the substitution of the Facility with another facility and, subject to the existence of a Term Loan in connection with said draw, the final day of the Facility. All unreimbursed draws and Term Loans shall become immediately due and payable upon the occurrence of an Event of Default (as defined in the Facility) and shall bear interest at the Default Rate thereafter. Term Loan: Each unreimbursed draw under the Facility that remains outstanding on the first to occur of the 9152 day following the date of such draw and the final day of the Facility (the "Term Loan Commencement Date") shall, provided no default or Event of Default has occurred thereunder and provided that all representations and warranties continue to be true on such Date, be converted to a Term Loan. Each Term Loan shall be evidenced by the Bank Bond and bear interest at the Term Loan Rate, except as noted below. Duration.of Term Loans; Term Loan Rate: At the time of the delivery of the Facility, the Authority shall select the duration of any Term Loan created under the Facility, and the Term Loan Rate applicable thereto, from the following options: Years Term Loan Rate 3 Base Rate + 0.75% 5 Base Rate + 1.00% 7 Base Rate + 1.15% 10 Base Rate + 1.25% A Term Loan may extend for up to the maximum number of years selected by the Authority from the Term Loan Commencement Date, with amortization of such Term Loan as set forth above. Notwithstanding the foregoing, no Term Loan shall extend more than ten (10) years from the expiration of the Facility. All Term Loans shall become immediately due and payable upon the occurrence of an Event of Default and shall bear interest at the Default Rate thereafter. Prepayment: The Authority may prepay any unreimbursed drawing or Term Loan at any time upon 30 days' notice, provided that any such prepayment is in a minimum principal amount of $1,000,000 and that the Authority may make only one prepayment in any one calendar month, Repayment of Credit Drawings: Each drawing under the Facility to pay principal and/or interest on the date(s) when due will be payable on the date of such drawing and, if and to the extent not so paid, will accrue interest on the amount of such drawing at the Default Rate (defined below). DEPFA BANK plc New York Branch Default Rate: Upon the occurrence of an Event of Default as described in the Reimbursement Agreement, the unreimbursed drawings and all other obligations due under the Reimbursement Agreement shall bear interest at the "Default Rate", which is defined as the Base Rate + 3.00% ("Base Rate" is defined as the greater of Prime Rate and the Federal Funds Effective Rate + 0.50%). Similarly, any amounts not repaid when due under the Reimbursement Agreement shall bear interest at the Default Rate. D. MISCELLANEOUS Governing Law: Obligations of the Bank under the Facility shall be governed by the laws of the State of New York. Reimbursement: The Bank will be reimbursed by the Authority for damages due to third party claims except to the extent that it is proven that the Bank is guilty of gross negligence or wilful misconduct. Withholding; Tax Deductions; Capital Adequacy; Increased Costs: The Reimbursement Agreement will include customary language protecting DEPFA against withholdings on account of tax or other deductions related to the Facility, the Reimbursement Agreement and any unreimbursed drawings. Deductions on withholdings from payments in respect of the foregoing (howsoever and wheresoever arising) will be prohibited, save where required by law, and where so required, the relevant payments must be increased in such manner as to equal the payments that DEPFA would have received but for the aforementioned required deductions or withholdings. In addition, the Reimbursement Agreement will contain standard provisions fully protecting DEPFA against increased costs and changes in capital adequacy requirements arising due to the Facility, the Reimbursement Agreement and the making of any drawings. Documentation: DEPFA's counsel will prepare the Facility and the Reimbursement Agreement, which will include, among other provisions, conditions precedent to delivery of the Facility, conditions precedent to funding drawing requests, representations, warranties, covenants, events of default, remedies and other terms and conditions that are customary for a Facility of this sort. This proposal is subject to completion of documents by counsel to the Authority (and other counsel involved in the transaction) authorizing the issuance, sale, delivery and offering of the Securities in such form and in substance satisfactory to the Bank and its counsel. Final approval of the transaction by the Bank will be subject to the satisfactory completion of any due diligence matters that arise during the course of preparing the documentation regarding the security and the structuring of the proposed financing and the negotiation and settlement of all documentation in form and substance satisfactory to the Bank and its counsel. Term of Offer: This offer will expire at close of business on September 30, 2007. DEPFA BANK pic New York Brnnch Qualifications: Terms and conditions are not limited to those described herein, but the foregoing is intended to provide a brief description of the proposed financing as contemplated by DEPFA. Those matters not specified expressly and fully herein are subject to mutual agreement of the parties. The terms and conditions contained herein are based solely on the materials made available by and on behalf of the Authority in conjunction therewith and, accordingly, any deviation from said materials in any material respect may result in modifications to the Bank's terms and conditions specified herein at the discretion of the Bank. In addition, the terms and conditions set forth in this Letter of Interest may be subject to modification upon the Bank's receipt and review of the proposed financing structure and related legal documentations. We appreciate this opportunity and look forward to your response. Please do not hesitate to contact Marnin Lebovits on 312-332-9100 with any questions you may have. Yours sincerely, Herbert F. Jacobs Managing Director DEPFA BANK plc, New York Branch Nicole Markou Associate DEPFA BANK plc, New York Branch DEP!'A H tNK plc New York Branch Form of Acceptance We hereby accept the foregoing offer, subject to the terms and conditions set forth above, and certify that the signatory [or signatories] named below is [are] duly authorised to sign this form of acceptance on behalf of the Authority. Date: AUTHORISED SIGNATORY For and on behalf of the Authority Name: ~s~p~c~ C . ~o µENEbY;gl Title: % SEAL and of the Authority DEPFA BANK p1c New York Branch To: Board Chairman and Commissioners Thru: Larry Brooks, Executive Director From: Scott Wright, Treasurer Date: August 23, 2007 Re: Depfa Bank Term Letter and Presentation of Timetable for Issuance of Tax Increment Revenue Bonds oy. Summa David Bell with Stifel Nicolaus will be here Tuesday to discuss the details of issuing tax increment revenue bonds and present the term letter from Depfa Bank that the Town has received and an estimated timeline. The concepts of issuing tax increment revenue bonds, variable rate financing, letter of credit facilities, etc. is fairly complex and better left to our underwriter and financial advisor to present in person rather than me attempting to summarize in a memo. Executive Director Comments: A - Timetable for Issuance of Tax Increment Revenue Bonds B - Letter of Interest (Term Letter) - Depfa Bank Page 1 Attachments: t AVON URBAN RENEWAL AUTHORITY Series 2008 Variable Rate Tax Increment Revenue Bonds Timetable of Events Target Closing Date: March 2008 A,.,,ut 2007 S M T R" T F 8 1 2 3 l S 6 7 8 9 10 11 12 13 14 IS 16 17 IS 19 20 21 22 23 2-1 25 26 27 26 29 30 31 December 2007 8 M T W T F 8 1 zl 2 3 4 5 6 7 8 O 10 Il 1.2 13 la IS 16 17 18 19 20 21 2.2 . f tl 23 24 25 26 27 28 20 30 31 September 2007 S N T W T F S 1 2345678 9 10 Il 12 13 13 15 16 17 I8 19 20 21 22 23 24 25 26 27 28 20 30 January 2008 S M T R' T F 8 1 2 3 4 5 6 7 S 0 10 11 12 13 14 15 16 17 IS 10 20 21 22 23 24 25 26 27 28 20 30 31 October 2007 8 M T MV T F 8 1 2 3 4 5 6 7 S 0 19 11 12 13 14 15 16 17 1S 1920 21 22 23 2J 25 26 27 28 29 30 31 February 2008 S M T R' T F S 1 2 3 J 5 6 7 S 9 10 11 12 1:3 IJ 15 16 17 18 10 20 21 22 23 24 25 26 27 28 29 November 2007 8 M T R" T F 8 1 2 3 J 5 6 7 8 9 10 11 12 13 14 15 16 17 IS 19 20 21 22 23 2-4 25 26 27 26 29 30 March 2008 8 M T W T F 8 , 1 ~ 2 3 1 5 6 7 5 9 10 11 12 13 la IS 16 17 IS 1920 21 22 ~23 24 25 26 27 28 29 si 30 31 Responsible DATE EVENT Parties August 14 Council approves urban renewal plans TC, SH August 28 Council Briefing (Study Session) SN August 28 Bank terms provided Bank August 28 LOC Bank Commitment Bank, SN November 15 Town receives construction estimates TC 2008 January 8 Reimbursement Agreement distributed to Working group C&C January 8 Draft indenture distributed to working group SH January 8 Draft POS distributed to working group SH January 22 Document Review Session All Parties February 4 Revised drafts of all financing documents circulated SH, SH, C&C February 12 Final comments due on all documents All Parties Documents sent to rating agencies SH, SN February 27 Rating Agency comments received SH, SN r DATE EVENT March 5 OS posted on internet site March 11 Regular Meeting of Town Council; Adoption of AURA Bond Resolution Adoption of Moral Obligation Resolution March 19 Marketing of Bonds March 21 Closing and delivery of proceeds Responsible Parties SH, SN TC SH, SN TC SN All Parties TC: Town Council SH: Sherman and Howard Bank: Depfa Bank C&C: Chapman & Cutler SN: Stifel Nicolaus 2 00020 DEPFA BANK DEPFA BANK plc, New York Branch 623 Fifth Avenue, 22"d Floor New York, NY 10022 Phone: +1212 796 9164 Fax: =1212 796 9209 Website: www.depfa.com August 24, 2007 Mr. Larry Brooks Executive Director Urban Renewal Authority, Town of Avon 400 Benchmark Road P.O. Box 975 Avon, CO 81620 Mr. David Bell Senior Vice President, Public Finance Stifel, Nicolaus & Co., Hanifen Imhoff Division P.O. Box 5050 Denver, CO 80202 Email: dbell(u),hanifen.com Dear Mr. Brooks and Mr. Bell: DEPFA BANK plc ("DEPFA" or the "Bank") is pleased to submit our Letter of Interest for your consideration. Please note that the Bank has received its credit approval for the terms and conditions below. Furthermore, this Letter of Interest is not intended to be all-inclusive, and we reserve the right to request additional terms and conditions as a result of further due diligence and legal review. A. GENERAL INFORMATION Borrower: Urban Renewal Authority (the "Authority"). Provider: DEPFA BANK p1c, New York Branch 623 Fifth Avenue 22n4 Floor New York, NY 10022 Primary Contact: Marvin Lebovits Managing Director Tel: 312-332-9100 Fax: 312-332-9192 Email: marnin.lebovits@depfa.coni Ratings: Credit Outlook: Moody's S&P Fitch Short Term P-1 A-1 F-1+ Long, Term Aa3 AA- AA- Outlook Stable Stable Stable On July 23, 2007, Fitch affirmed DEPFA's long-term and short-term rating, with a stable outlook. On July 23, 2007, Moody's affirmed DEPF A's long- DEPFA BAiVK pfc New York- Branch Credit Outlook: On July 23, 2007, Fitch affirmed DEPFA's long-term and short-term rating, with a stable outlook. On July 23, 2007, Moody's affirmed DEPFA's long- term and short-term rating, with a stable outlook. On July 23, 2007, S&P lowered the long-term rating of DEPFA to A+ from AA- and lowered the short-term rating to A-1 from A-1+. Facility: Direct Pay Letter of Credit issued pursuant to a Reimbursement Agreement between the Authority and the Bank (the "Reimbursement Agreement"). Amount: Up to $30,000,000 (thirty million dollars) including interest. Purpose: Proceeds of the bonds will be used to develop a downtown area in the Town of Avon as well as other development projects over the next couple of years. Security: The bonds will be secured by tax increment revenues and will additionally be secured by an annual appropriation moral obligation pledge of the Town of Avon. Terse: Up to 10 years. B. FACILITY FEES AND OTHER FEES: Facility Fee: Computation: Upfront Fee: Termination Fee: Amendment/Transfer Fee: Draw Fee: Out of Pocket Expenses: Term Fee 1 year 20 bps 3 years 26 bps 5 years 32 bps 7 years 38 bps 10 years 44 bps The Facility Fee shall be computed on the total amount of the Facility and on the basis of actual days elapsed on a 360 day basis, payable quarterly in arrears. None. None. Although the Bank requires no amendment or transfer fee, in each case, reasonable fees and expenses of counsel to the Bank will be charged. $250 per draw. None. Legal Fees: Legal counsel fee is estimated at $25,000 and capped at $30,000 plus disbursements for the first Facility (fees are subject to increase if the Facility is not delivered within 60 days of the Bank receiving the mandate to proceed or the structure or security for the deal changes after documentation has commenced). Additional facilities, if similar to first DBPFR BANK plc New York Branch Facility, are estimated at $10,000 and capped at $15,000 plus disbursements. Legal Counsel: Carol Thompson Chapman and Cutler LLP 11 I West Monroe Street Chicago, IL 60603 Phone: 312-845-3785 Fax: 312-701-2361 Email: ethompso@chapn=.com C. DRAWINGS UNDER FACILITY; REPAYMENT, INTEREST Interest due on Draws: Draws made under the Facility to pay the principal and interest of bonds that have been tendered and not remarketed and are not repaid on the date of the draw shall bear interest at the Base Rate, the Term Loan Rate, subject to the making of a Term Loan as described below or, upon the occurrence of an Event of Default, the Default Rate. All unpaid draws shall be evidenced by the Bank Bond delivered by the Authority at the time of the delivery of the Facility. Any unpaid draws shall bear interest as follows: First 90 days - Base Rate (defined below) Day 91 and thereafter - Term Loan Rate (defined below) "Base Rate" is the greater of Prime Rate and the Federal Funds Effective Rate + 0.50%. "Term Loan Rate" shall be dependent upon the duration of the Term Loan. (Please see "Duration of Term Loans; Term Loan Rate" below.) Default Rate: Upon the occurrence of an Event of Default as described in the Facility, the Bank Bond and all other obligations due under the Facility shall bear interest at the "Default Rate", which is defined as the Base Rate + 3.0%. Similarly, any amounts not repaid when due shall bear interest. at the Default Rate. Maximum Rate: Interest payable pursuant to the Facility and on the Bank Bond shall not exceed the maximum non-usurious rate of interest permitted by applicable law. If and to the extent interest payable by the Authority exceeds the foregoing, the Facility will include customary clawback language enabling the Bank to recover such interest. Any interest that has accrued by not been repaid on the last day of the Facility due to the limitations imposed by a maximum rate shall be recoverable as a termination fee, subject to applicable law. Payment of Interest: Interest payable on unreimbursed draws and Term Loans shall be made on the first Business Day of each month, on the final day of the Facility and, if a Term Loan is created, on the final day of the Term Loan. Amortization: If an unrepaid draw does not qualify for conversion to a Term Loan, said unrepaid draw will be due and payable on the first to occur of the 91st day DEPFA BANK p!c New York Branch after the date of the related draw and the final day of the Facility. (See "Term Loan" below for the conditions precedent to the creation of a Term Loan.) Each Term Loan shall be paid in accordance with the schedule under the loan agreement. In addition, unreimbursed draws and Term Loans shall be repaid upon the sale of bonds or other securities intended to repay the bonds and the Bank Bonds, the substitution of the Facility with another facility and, subject to the existence of a Term Loan in connection with said draw, the final day of the Facility. All unreimbursed draws and Term Loans shall become immediately due and payable upon the occurrence of an Event of Default (as defined in the Facility) and shall bear interest at the Default Rate thereafter. Term Loan: Each unreimbursed draw under the Facility that remains outstanding on the first to occur of the 9155 day following the date of such draw and the final day of the Facility (the "Term Loan Commencement Date") shall, provided no default or Event of Default has occurred thereunder and provided that all representations and warranties continue to be true on such Date, be converted to a Term Loan. Each Term Loan shall be evidenced by the Bank Bond and bear interest at the Term Loan Rate, except as noted below. Duration of Term Loans; Term Loan Rate: At the time of the delivery of the Facility, the Authority shall select the duration of any Tenn Loan created under the Facility, and the Term Loan Rate applicable thereto, from the following options: Years Term Loan Rate 3 Base Rate + 0.75% 5 Base Rate + 1.00% 7 Base Rate + 1.15% 10 Base Rate + 1.25% A Term Loan may extend for up to the maximum number of years selected by the Authority from the Term Loan Commencement Date, with amortization of such Term Loan as set forth above. Notwithstanding the foregoing, no Term Loan shall extend more than ten (10) years from the expiration of the Facility. All Term Loans shall become immediately due and payable upon the occurrence of an Event of Default and shall bear interest at the Default Rate thereafter. Prepayment: The Authority may prepay any unreimbursed drawing or Term Loan at any time upon 30 days' notice, provided that any such prepayment is in a minimum principal amount of $1,000,000 and that the Authority may make only one prepayment in any one calendar month. Repayment of Credit Drawings: Each drawing under the Facility to pay principal and/or interest on the date(s) when due will be payable on the date of such drawing and, if and to the extent not so paid, will accrue interest on the amount of such drawing at the Default Rate (defined below). DEM BANK plc New York Branch Default Rate: Upon the occurrence of an Event of Default as described in the Reimbursement Agreement, the unreimbursed drawings and all other obligations due under the Reimbursement Agreement shall bear interest at the "Default Rate", which is defined as the Base Rate + 3.00% ("Base Rate" is defined as the greater of Prime Rate and the Federal Funds Effective Rate + 0.50%). Similarly, any amounts not repaid when due under the Reimbursement Agreement shall bear interest at the Default Rate. D. MISCELLANEOUS Governing Law: Obligations of the Bank under the Facility shall be governed by the laws of the State of New York. Reimbursement: The Bank will be reimbursed by the Authority for damages due to third party claims except to the extent that it is proven that the Bank is guilty of gross negligence or wilful misconduct. Withholding; Tax Deductions; Capital Adequacy; Increased Costs: The Reimbursement Agreement will include customary language protecting DEPFA against withholdings on account of tax or other deductions related to the Facility, the Reimbursement Agreement and any unreimbursed drawings. Deductions on withholdings from payments in respect of the foregoing (howsoever and wheresoever arising) will be prohibited, save where required by law, and where so required, the relevant payments must be increased in such manner as to equal the payments that DEPFA would have received but for the aforementioned required deductions or withholdings. In addition, the Reimbursement Agreement will contain standard provisions fully protecting DEPFA against increased costs and changes in capital adequacy requirements arising due to the Facility, the Reimbursement Agreement and the making of any drawings. Documentation: DEPFA's counsel will prepare the Facility and the Reimbursement Agreement, which will include, among other provisions, conditions precedent to delivery of the Facility, conditions precedent to funding drawing requests, . representations, warranties, covenants, events of default, remedies and other terms and conditions that are customary for a Facility of this sort. This proposal is subject to completion of documents by counsel to the Authority (and other counsel involved in the transaction) authorizing the issuance, sale, delivery and offering of the Securities in such form and in substance satisfactory to the Bank and its counsel. Final approval of the transaction by the Bank will be subject to the satisfactory completion of any due diligence matters that arise during the course of preparing the documentation regarding the security and the structuring of the proposed financing and the negotiation and settlement of all documentation in form and substance satisfactory to the Bank and its counsel. Term of Offer: This offer will expire at close of business on September 30, 2007. DEM BANK plc New York BrQnch Qualifications: Terms and conditions are not linuted to those described herein, but the foregoing is intended to provide a brief description of the proposed financing as contemplated by DEPFA. Those matters not specified expressly and fully herein are subject to mutual agreement of the parties. The terms and conditions contained herein are based solely on the materials made available by and on behalf of the Authority in conjunction therewith and, accordingly, any deviation from said materials in any material respect may result in modifications to the Bank's terms and conditions specified herein at the discretion of the Bank. In addition, the terms and conditions set forth in this Letter of Interest may be subject to modification upon the Bank's receipt and review of the proposed financing structure and related legal documentations. We appreciate this opportunity and look forward to your response: Please do not hesitate to contact Mamin Lebovits on 312-3329100 with any questions you may have. Yours sincerely, Herbert F. Jacobs Managing Director e~r DEPFA BANK plc, New York Branch X AL~ Nicole Markou Associate DEPFA BANK plc, New York Branch DCPFft HANK ptc Me t: )'ork Branch Form of Acceptance We hereby accept the foregoing offer, subject to the terms and conditions set forth above, and certify that the signatory [or signatories] named below is [are] duly authorised to sign this form of acceptance on behalf of the Authority. Date: AUTHORISED SIGNATOR'Y' For and on behalf of the Authority Name: Title: