05. Investment Ltr (executed)INVESTMENT LETTER
$6,825,000
Avon Urban Renewal Authority, Colorado
Tax Increment Revenue Bonds
Series 2013
December 2, 2013
Avon Urban Renewal Authority
One Lake Street
P.O. Box 975
Avon, Colorado 81620
Sherman & Howard L.L.C.
633 17th Street, Suite 3000
Denver, Colorado 80202
Piper Jaffray & Co.
1200 17th Street, Suite 1250
Denver, Colorado 80202
Ladies and Gentlemen:
Branch Banking and Trust Company (the "Purchaser ") understands that Avon Urban
Renewal Authority, Colorado (the "Authority "), proposes to issue its "Tax Increment Revenue
Bonds, Series 2013" (the "Bonds "), and the Purchaser proposes to purchase all of such Bonds as
described below. The Bonds and terms and conditions thereof are more fully described in the
Resolution authorizing the issuance of the Bonds (the "Bond Resolution ") adopted by the
Commissioners of the Authority on November 12, 2013 and the Sale Certificate executed in
connection therewith (the "Sale Certificate "). Unless otherwise indicated, capitalized terms used
herein have the same meanings as set forth in the Bond Resolution.
In connection herewith the Purchaser agrees to the following terms and conditions and
makes the representations and warranties stated herein.
1. Subject to the terms and conditions hereof and the provisions of the Bond
Resolution and Sale Certificate, the Purchaser hereby irrevocably subscribes for and agrees to
purchase all of the Bonds on the terms set forth herein and in the Bond Resolution and Sale
Certificate (a copy of which is attached hereto as Exhibit A). The Bonds are to be initially issued
and delivered to the Purchaser in the form of a single fully registered Term Bond subject to
mandatory sinking fund redemption as set forth in paragraph (e) of Exhibit A. The Term Bond to be
purchased by the Purchaser matures on December 1, 2028 and bears interest at the rate of 3.52% per
annum. The Purchaser has authority to purchase the Term Bond and to execute any other
instruments and documents required to be executed by the Purchaser in connection with the purchase
of the Term Bond.
2. Purchaser is a bank as defined in section 3 (a)(2) of the 1933 Act, as amended
(the "1933 Act ").
3. The undersigned is a duly appointed, qualified and acting representative of the
Purchaser and is authorized to cause the Purchaser to make the certifications, representations and
warranties contained herein by execution of this letter on behalf of the Purchaser.
4. The Purchaser understands that an investment in the Term Bond involves a
certain degree of investment risk, and the Purchaser, either alone or with its purchaser
representative(s) (as defined in Rule 501(h) of Regulation D under the 1933 Act), has such
knowledge and experience in financial and business matters that the Purchaser is capable of
evaluating the merits and risks of the investment, and the Purchaser is able to bear the economic and
financial risks of the investment.
5. The Purchaser has performed its own due diligence and financial analysis with
regard to the Term Bond and the ability of the Authority to repay the Term Bond from the sources
pledged thereto. The Purchaser acknowledges that no official statement, prospectus or offering
circular containing information with respect to the Authority or the Term Bond has been or will be
prepared and that it has made its own inquiry and analysis with respect to the Authority and the Term
Bond and the other material factors affecting the payment of the Term Bond.
6. The Purchaser acknowledges that it has either been supplied with or has had
access to all information, including financial statements and other financial information, to which a
reasonable investor would attach significance in making investment decisions, and that it has had the
opportunity to ask questions and receive answers from klowledgeable individuals concerning the
Authority and the Term Bond so that as a reasonable investor it has been able to make its decision to
purchase the Term Bond.
7. The Purchaser has been advised that the Term Bond (i) is being offered
pursuant to exemptions from registration under the 1933 Act and applicable Colorado securities lave
(the "State Laws ") and is not being registered under the 1933 Act or the State Laws; (ii) will not be
listed on any stock or other securities exchange; and (iii) may be sold, transferred or assigned only in
compliance with the 1933 Act, applicable State Laws and the Bond Resolution. The Purchaser is
aware that no credit rating has been sought or obtained with respect to the Term Bond.
8. The Purchaser represents that the Purchaser is purchasing the Term Bond for
the Purchaser's own account, for investment purposes, and with no present intention of reselling or
redistributing the Term Bond or interests therein; provided that the Purchaser reserves the right to
resell or redistribute the Term Bond subject to the limitations and requirements of the Bond
Resolution. The Purchaser acknowledges that the Term Bond is subject to certain limitations and
requirements concerning its transfer or assignment, which limitations and requirements are described
in the Bond Resolution. In the event the Purchaser subsequently transfers the Term Bond or any
2
interest therein, it hereby represents and agrees that it will not do so except in compliance with
applicable laws, including the 1933 Act. The Purchaser understands that there is no established
secondary market for the Term Bond.
9. The Purchaser acknowledges that it understands the meaning and legal
consequences of the representations set forth herein and that the Authority, its general counsel and
Sherman & Howard L.L.C., as bond counsel (the "Bond Counsel ") have relied and will rely upon
such representations.
11. All representations contained in this Investment Letter will survive (i) the
Purchaser's purchase of the Term Bond, (ii) changes in the transactions, documents and instruments
described in the Bond Resolution that are not material, and (iii) any dissolution or reorganization of
the Purchaser.
12. The certifications, representations and agreements set forth in this Investment
Letter are provided solely for the benefit of and may be relied upon only by the Authority and its
counsel and by Bond Counsel.
IN WITLESS WHEREOF, the Purchaser has executed this Investment Letter as of
the date first above written.
IN
Name:
Title:
The foregoing offer of Branch Banking and Trust Company for the purchase of
$6,825,000 aggregate original principal amount of the Bonds is hereby accepted and agreed to by
Avon Urban Renewal Authority, Colorado, as of the date first above written.
AVON URBAN RENEWAL AUTHORITY,
COLORADO
By: 7� � "/ (z
Exe a 've Director
4