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12-09-2003 TRAER CREEK LLC FIRST AMENDMENT TO ESCROW AGREEMENTTOWN OF AVON RESOLUTION NO. 03-53 SERIES of 2003 A RESOLUTION APPROVING FIRST AMENDMENT TO ESCROW AGREEMENT FOR SUBDIVISION IMPROVEMENTS AGREEMENT FOR THE VILLAGE (AT AVON) FILING 1, TOWN OF AVON, EAGLE COUNTY, COLORADO WHEREAS, Traer Creek LLC has submitted a proposed "First Amendment to Escrow Agreement" for the Subdivision Improvements Agreement for The Village (at Avon) Filing 1,'Town of Avon, Eagle County, Colorado; and WHEREAS, Catellus Development Corporation, a Delaware corporation (CDC) no longer has any remaining ownership interest in The Village (at Avon); and WHEREAS, the proposed "First Amendment to Escrow Agreement deletes CDC from the Escrow Agreement. NOW THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF AVON, COLORADO, that the Town hereby finds and determines that the First Amendment to Escrow Agreement for the Subdivision Improvements Agreement for The 'Village (at Avon) Filing 1, Town of Avon, Eagle County, Colorado is hereby approved. ADOPTED THIS 9"t DAY OF DECEMBER 2003. TOWN COUNCIL TOWN OF AVON, COLORADO Albert D. Reynolds, M yor -Pe, u R,- I Patty c enny, T Clerk 1:\Town Clerk\COLInciI\Resolutions\2003\Resolution No. 03-53 Escrow 1 st Amend Doc t 4 FIRST AMENDMENT TO ESCROW AGREEMENT THIS' FIRST AMENDMENT TO ESCROW AGREEMENT (this "First Amendment") is entered into as of the 9A day of , 2003, by and between Traer Creek LLC, a Colorado limited liability company ("Traer"), Catellus Development Corporation, a Delaware corporation ("CDC"), the Town of Avon, a Colorado municipality, by and through its Council (the "Town") and Stewart Title of Vail, Inc. ("Stewart Title"). Traer, CDC, the Town and Stewart Title are sometimes hereinafter collectively referred to as the "Parties". RECITALS WHEREAS, Traer, Traer Creek Metropolitan District, a quasi-municipal corporation and political subdivision of the State of Colorado, and the Town entered into a Subdivision Improvements Agreement recorded May 8, 2002 at Reception No. 795008 of the Eagle County, Colorado real property records (the "Improvements Agreement"), providing for the completion of certain improvements for The Village (at Avon); and I WHEREAS, pursuant to the Improvements Agreement, Traer agreed to deposit into escrow (the "Escrow") certain sums to ensure the performance and completion of the terms of the Improvements Agreement; and WHEREAS, Traer, the Town and Stewart Title entered into that certain Escrow Agreement dated May 7, 2002 (the "Escrow Agreement"), establishing the Escrow and describing the rights and obligations of the Parties in connection therewith. All capitalized terms not otherwise defined herein shall have the meaning ascribed thereto in the Escrow Agreement; and WHEREAS, on September 18, 2003, EMD Limited Liability Company, a Colorado limited liability company, purchased all of the interest of Catellus Commercial Group, LLC, a Delaware limited liability company ("CCG"), in and to Traer and Traer Creek-HD LLC, a Colorado limited liability company ("Traer Creek-HD"). CCG is an affiliate of CDC. As a result of the closing of the purchase and sale of CCG's interest in and to Traer and Traer Creek-HD, neither CCG nor CDC has any remaining ownership interest in The Village (at Avon); and WHEREAS, the Parties desire to amend the Escrow Agreement to delete reference to all of the rights and obligations of CDC described therein. AMENDMENT NOW, THEREFORE, in consideration of the premises, the mutual covenants and agreements of the Parties contained in the Escrow Agreement and in this First Amendment, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows: 13064/traer I . Incorporation of Recitals. The recitals set forth above are incorporated into the operative provisions of this First Amendment. 2. Distribution of Escrow Funds. Notice to Stewart Title to distribute progress payments to Traer from the Escrow Funds shall be executed by authorized representatives of Traer and the Town only. All references to CDC contained in Paragraph 2 of the Escrow Agreement are hereby deleted in their entirety. In addition, Traer shall no longer be required to provide notice of any requested disbursement to Comerica Bank - California. In accordance therewith, the second sentence of Paragraph 2 of the Escrow Agreement is hereby deleted in its entirety. 3. Termination of Escrow. Notice of termination of Escrow shall be provided to' Stewart Title by Traer and the Town only. All references to CDC contained in Paragraph 3 of the Escrow Agreement are hereby deleted in their entirety. 4. Default. CDC shall no longer receive Notice of default of the Improvements Agreement by Traer. All references to CDC contained in Paragraph 4 of the Escrow Agreement are hereby deleted in their entirety. 5. Notices. All contact information for CDC contained in Paragraph 5 of the Escrow Agreement is hereby deleted in its entirety. 6. Amendment and Revocation. The consent of CDC shall not be required for any, further amendments to the Escrow Agreement. Paragraph 8 of the Escrow Agreement is hereby revised accordingly. 7. Effect of Amendment. Except as herein modified, the Escrow Agreement shall remain in full force and effect in accordance with its terms. IN WITNESS WHEREOF, the parties have executed this First Amendment as of the date and year first written above. TRAER CREEK LLC, a Colorado limited liability company By. Tq-a-gnus Lind f lm, Manager TOWN OF AVON, a Colorado municipality By(~ Its: 13064/traer 2 STEWART TITLE OF VAIL, INC. By CATELLUSDEVELOPMENT COPRORATION, a Delaware corporation By CATELLUS COMMERCIAL DEVELOPMENT CORPORATION, its Agent B >i . ~ /C- ~ Its: President 13064/traer -'4 FIRST AMENDMENT TO ESCROW AGREEMENT THIS FIRST AMENDMENT TO ESCROW AGREEMENT (this "First Amendment") is entered into as of the 9A day of 2003, by and between Traer Creek LLC, a Colorado limited liability company ("Traer"), Catellus Development Corporation, a Delaware corporation ("CDC"), the Town of Avon, a Colorado municipality, by and through its Council (the "Town") and Stewart Title of Vail, Inc. ("Stewart Title"). Traer, CDC, the Town and Stewart Title are sometimes hereinafter collectively referred to as the "Parties". RECITALS WHEREAS, Traer, Traer Creek Metropolitan District, a quasi-municipal corporation and political subdivision of the State of Colorado, and the Town entered into a Subdivision Improvements Agreement recorded May 8, 2002 at Reception No. 795008 of the Eagle County, Colorado real property records (the "Improvements Agreement"), providing for the completion of certain improvements for The Village (at Avon); and WHEREAS, pursuant to the Improvements Agreement, Traer agreed to deposit into escrow (the "Escrow") certain sums to ensure the performance and completion of the terms of the Improvements Agreement; and WHEREAS, Traer, the Town and Stewart Title entered into that certain Escrow Agreement dated May 7, 2002 (the "Escrow Agreement"), establishing the Escrow and desoribing the rights and obligations of the Parties in connection therewith. All' capitalized terms not otherwise defined herein shall have the meaning ascribed thereto in the Escrow Agreement; and WHEREAS, on September 18, 2003, EMD Limited Liability Company, a Colorado limited liability company, purchased all of the interest of Catellus Commercial Group, LLC, a Delaware limited liability company ("CCG"), in and to Traer and Traer Creek-HD LLC, a Colorado limited liability company ("Traer Creek-HD"). CCG is an affiliate of CDC. As a result of the closing of the purchase and sale of CCG's interest in and to Traer and Traer Creek-HD, neither CCG nor CDC has any remaining ownership interest in The Village (at Avon); and WHEREAS, the Parties desire to amend the Escrow Agreement to delete reference to all of the rights and obligations of CDC described therein. AMENDMENT NOW, THEREFORE, in consideration of the premises, the mutual covenants and agreements of the Parties contained in the Escrow Agreement and in this First Amendment, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows: 13064/traer I . Incorporation of Recitals. The recitals set forth above are incorporated into the operative provisions of this First Amendment. 2. Distribution of Escrow Funds. Notice to Stewart Title to distribute progress payments to Traer from the Escrow Funds shall be executed by authorized representatives of Traer and the Town only. All references to CDC contained in Paragraph 2 of the, Escrow Agreement are hereby deleted in their entirety. In addition, Traer shall no longer be required to provide notice of any requested disbursement to Comerica Bank - California. In accordance therewith, the second sentence of Paragraph 2 of the Escrow Agreement is hereby deleted in its entirety. 3. Termination of Escrow. Notice of termination of Escrow shall be provided to Stewart Title by Traer and the Town only. All references to CDC contained in Paragraph 3 of the Escrow Agreement are hereby deleted in their entirety. 4. Default. CDC shall no longer receive Notice of default of the Improvements Agreement by Traer. All references to CDC contained in Paragraph 4 of the Escrow Agreement are hereby deleted in their entirety. 5. Notices. All contact information for CDC contained in Paragraph 5 of the Escrow Agreement is hereby deleted in its entirety. 6. Amendment and Revocation. The consent of CDC shall not be required for any further amendments to the Escrow Agreement. Paragraph 8 of the Escrow Agreement is hereby revised accordingly. 7. Effect of Amendment. Except as herein modified, the Escrow Agreement shall remain in full force and effect in accordance with its terms. IN WITNESS WHEREOF, the parties have executed this First Amendment as of the date and year first written above. TRAER CREEK LLC, a Colorado limited liability company f By. agnus Lind elm, Manager TOWN OF AVON, a Colorado municipality B Its: 13064/traer 2 r STEWART TITLE OF VAIL, INC. By CATELLUS DEVELOPMENT COPRORATION, a Delaware corporation By CATELLUS COMMERCIAL DEVELOPMENT CORPORATION, its Agent ~ BY: Its: President 13064/traer TOWN OF AVON RESOLUTION NO. 03-53 SERIES of 2003 A RESOLUTION APPROVING FIRST AMENDMENT TO ESCROW AGREEMENT FOR SUBDIVISION IMPROVEMENTS AGREEMENT FOR THE VILLAGE (AT AVON) FILING 1, TOWN OF AVON, EAGLE COUNTY, COLORADO WHEREAS, Traer Creek LLC has submitted a proposed "First Amendment to Escrow Agreement" for the Subdivision Improvements Agreement for The Village (at Avon) Filing 1, Town of Avon, Eagle County, Colorado; and WHEREAS, Catellus Development Corporation, a Delaware corporation (CDC) no longer has any remaining ownership interest in The Village (at Avon); and WHEREAS, the proposed "First Amendment to Escrow Agreement deletes CDC from the Escrow Agreement. NOW THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF AVON, COLORADO, that the Town hereby finds and determines that the First Amendment to Escrow Agreement for the Subdivision Improvements Agreement for The Village (at Avon) Filing 1, Town of Avon, Eagle County, Colorado is hereby approved. ADOPTED THIS 9"t DAY OF DECEMBER 2003. TOWN COUNCIL TOWN OF AVON, COLORADO Albert D. Reynolds, M or ATTEST: Patty c envy, T Clerk l:\Town Clerk\Council\Resolutions\2003\Resolution No. 03-53 Escrow 1st Amend Doc FIRST AMENDMENT TO ESCROW AGREEMENT THIS FIRST AMENDMENT TO ESCROW AGREEMENT (this "First Amendment") is entered into as of the Ojt~- day of `tea c c.P k , 2003, by and between Traer Creek LLC, a Colorado limited liability company ("Traer"), Catellus Development Corporation, a Delaware corporation ("CDC"), the Town of Avon, a Colorado municipality, by and through its Council (the "Town") and Stewart Title of Vail, Inc. ("Stewart Title"). Traer, CDC, the Town and Stewart Title are sometimes hereinafter collectively referred to as the "Parties". RECITALS WHEREAS, Traer, Traer Creek Metropolitan District, a quasi-municipal corporation and political subdivision of the State of Colorado, and the Town entered into a Subdivision Improvements Agreement recorded May 8, 2002 at Reception No. 795008 of the Eagle County, Colorado real property records (the "Improvements Agreement"), providing for the completion of certain improvements for The Village (at Avon); and WHEREAS, pursuant to the Improvements Agreement, Traer agreed to deposit into escrow (the "Escrow") certain sums to ensure the performance and completion of the terms of the Improvements Agreement; and WHEREAS, Traer, the Town and Stewart Title entered into that certain Escrow Agreement dated May 7, 2002 (the "Escrow Agreement"), establishing the Escrow and describing the rights and obligations of the Parties in connection therewith. All capitalized terms not otherwise defined herein shall have the meaning ascribed thereto in the Escrow Agreement; and WHEREAS, on September 18, 2003, EMD Limited Liability Company, a Colorado limited liability company, purchased all of the interest of Catellus Commercial Group, LLC, a Delaware limited liability company ("CCG"), in and to Traer and Traer Creek-HD LLC, a Colorado limited liability company ("Traer Creek-HD"). CCG is an affiliate of CDC. As a result of the closing of the purchase and sale of CCG's interest in and to Traer and Traer Creek-HD, neither CCG nor CDC has any remaining ownership interest in The Village (at Avon); and WHEREAS, the Parties desire to amend the Escrow Agreement to delete reference to all of the rights and obligations of CDC described therein. AMENDMENT NOW, THEREFORE, in consideration of the premises, the mutual covenants and agreements of the Parties contained in the Escrow Agreement and in this First Amendment, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows: 13064/traer I . Incorporation of Recitals. The recitals set forth above are incorporated into the operative provisions of this First Amendment. 2. Distribution of Escrow Funds. Notice to Stewart Title to distribute progress payments to Traer from the Escrow Funds shall be executed by authorized representatives of Traer and the Town only. All references to CDC contained in Paragraph 2 of the Escrow Agreement are hereby deleted in their entirety. In addition, Traer shall no longer be required to provide notice of any requested disbursement to Comerica Bank - California. In accordance therewith, the second sentence of Paragraph 2 of the Escrow Agreement is hereby deleted in its entirety. 3. Termination of Escrow. Notice of termination of Escrow shall be provided to Stewart Title by Traer and the Town only. All references to CDC contained in Paragraph 3 of the Escrow Agreement are hereby deleted in their entirety. 4. Default. CDC shall no longer receive Notice of default of the Improvements Agreement by Traer. All references to CDC contained in Paragraph 4 of the Escrow Agreement are hereby deleted in their entirety. 5. Notices. All contact information for CDC contained in Paragraph 5 of the Escrow Agreement is hereby deleted in its entirety. 6. Amendment and Revocation. The consent of CDC shall not be required for any further amendments to the Escrow Agreement. Paragraph 8 of the Escrow Agreement is hereby revised accordingly. 7. Effect of Amendment. Except as herein modified, the Escrow Agreement shall remain in full force and effect in accordance with its terms. IN WITNESS WHEREOF, the parties have executed this First Amendment as of the date and year first written above. TRAER CREEK LLC, a Colorado limited liability company agnus Li olm, Manager TOWN OF AVON, a Colorado municipality B Its. y1b 13064/traer 2 w STEWART TITLE OF VAIL, INC. By. CATELLUS DEVELOPMENT COPRORATION, a Delaware corporation By CATELLUS COMMERCIAL DEVELOPMENT CORPORATION, its Agent By: / Its: President 13064/traer