Loading...
URA Res.No.2010-02TOWN OF AVON, COLORADO AVON URBAN RENEWAL AUTHORITY RESOLUTION NO. 2010-02 SERIES OF 2010 RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE AVON URBAN RENEWAL AUTHORITY AUTHORIZING AND APPROVING A FIRST AMENDMENT TO A LOAN AGREEMENT WHEREAS, the Authority is a public body corporate and politic and has been duly created, organized, established and authorized by the Town of Avon, Colorado (the "Town ") to transact business and exercise its powers as an urban renewal authority, all under and pursuant to the Colorado Urban Renewal Law, constituting part 1 of article 25 of title 31, Colorado Revised Statutes (the "Act "); and WHEREAS, pursuant to the Act, the Authority has the power and authority to borrow money and to apply for and accept loans to accomplish the purposes set forth in the Act, and to give such security as may be required; and WHEREAS, the Authority and Vectra Bank Colorado, National Association (the `Bank ") previously entered into a Loan Agreement dated May 28, 2009 (the "Original Agreement ") pursuant to which the Bank made a loan to the Authority in the original principal amount of $7,200,000 (the "Loan"); and WHEREAS, the Flow of Funds set forth in Section 4.02 of the Original Agreement did not reflect the intent of the parties primarily as a result of the definition of "Bond Year"; and WHEREAS, the Bank and the Authority desire to redefine "Bond Year," revise certain provisions relating to the Loan Payment Fund, and otherwise revise the Original Agreement accordingly to reflect the intent of the parties. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COMMISSIONERS OF THE AVON URBAN RENEWAL AUTHORITY, COLORADO, THAT: Section 1. The First Amendment to Loan Agreement, attached to this Resolution as Exhibit B, is hereby authorized and approved. The Chairman of the Board is hereby authorized and directed to execute and deliver the First Amendment to Loan Agreement for and on behalf of the Authority. The Executive Director /Secretary of the Board is hereby authorized and directed to affix the seal of the Authority to, and to attest this document as required. A -1 (SEAL) Attest: PASSED, ADOPTED AND APPROVED this February 9, 2010. R .' a Z. 0. :: C. Wolfe, Chairman of the Board/of Commissioners Director of the Board of Directors APPROVED AS TO LEGAL FORM: Eric Heil, Attorney for the Authority 2 STATE OF COLORADO ) SS. AVON URBAN RENEWAL ) AUTHORITY ) I, Larry Brooks, the Executive Director /Secretary of the Avon Urban Renewal Authority (the "Authority "), do hereby certify that: 1. The foregoing pages are a true and correct copy of a resolution (the "Resolution ") passed and adopted by the Board of Commissioners of the Authority (the "Board ") at a regular meeting held on February 9, 2010. 2. The Resolution was duly moved and seconded and the Resolution was adopted at the meeting of February 9, 2010, by an affirmative vote of a majority of the members of the Board as follows: Name "Yes" "No" Absent Ronald C. Wolfe V Brian Sipes v Richard Carroll v David Dantas Kristi Ferraro ✓ Amy Phillips ✓ Buz Reynolds 3. The members of the Board were present at such meetings and voted on the passage of such Resolution as set forth above. 4. The Resolution was approved and authenticated by the signature of the Chair or Vice Chairman of the Board, sealed with the Authority seal, attested by the Secretary of the Board and recorded in the minutes of the Board. 5. There are no bylaws, rules or regulations of the Board which might prohibit the adoption of said Resolution. 6. Notice of the meeting of February 9, 2010, in the form attached hereto as Exhibit A, was posted in at the Avon Town Hall, Avon Municipal Complex, One Lake Street, in the Town of Avon, not less than twenty -four hours prior to the meeting in accordance with law. (SEAL) WITNESS my hand and the seal of said Authority affixed Fa y 9, 2010. 3 /Secretary EXHIBIT A (Form of Notice of Meeting) TOWN OF AVON, COLORADO AVON URBAN RENEWAL AUTHORITY MEETING FOR TUESDAY, FEBRUARY 9, 2010 AVON MEETING BEGINS AT 5:15 PM AVON TOWN HALL, ONE LAKE STREET PRESIDING OFFICIALS CHAIRMAN RON WOLFE VICE CHAIRMAN BRIAN SIPES COMMISSIONERS RICHARD CARROLL, DAVE DANTAS, KRISTI FERRARO, AMY PHILLIPS, ALBERT "Buz" REYNOLDS, JR. STAFF EXECUTIVE DIRECTOR / SECRETARY: LARRY BROOKS TREASURER: SCOTT WRIGHT AUTHORITY CLERK: PATTY MCKENNY ALL URBAN RENEWAL MEETINGS ARE OPEN TO THE PUBLIC EXCEPT EXECUTIVE SESSIONS COMMENTS FROM THE PUBLIC ARE WELCOME DURING PUBLIC HEARINGS PLEASE VIEW AVON'S WEBSITE, HTTP: / /WWW.AVON.ORG, FOR MEETING AGENDAS AND MEETING MATERIALS AGENDAS ARE POSTED AT AVON MUNICIPAL BUILDING AND RECREATION CENTER, ALPINE BANK, AND AVON LIBRARY 1. ROLL CALL 2. INQUIRY OF THE PUBLIC FOR COMMENT AND APPROVAL OF AGENDA 3. RESOLUTION a. Resolution No. 10 -02, Series of 2010, Resolution of the Board of Commissioners of the Avon Urban Renewal Authority Authorizing and Approving a First Amendment to a Loan Agreement (Scott Wright, Treasurer) Review amendment to the loan agreement that corrects payment schedule based on receipt of revenue 4. CONSENT AGENDA a. Minutes from January 26, 2010 5. ADJOURN AT 5:30 PM Avon Council Meeting. 1 0.02.09.doc Page 3 of 5 EXHIBIT B FIRST AMENDMENT TO LOAN AGREEMENT THIS FIRST AMENDMENT TO LOAN AGREEMENT (this "Amendment ") is entered into on the 9th day of February, 2010 by and between the AVON URBAN RENEWAL AUTHORITY (the "Authority") and VECTRA BANK COLORADO, NATIONAL ASSOCIATION, a national banking association (the `Bank "). This Amendment shall be effective as of the Amendment Effective Date as defined in Section 3 hereof. WHEREAS, the Authority is a public body corporate and politic and has been duly created, organized, established and authorized by the Town of Avon, Colorado (the "Town ") to transact business and exercise its powers as an urban renewal authority, all under and pursuant to the Colorado Urban Renewal Law, constituting part 1 of article 25 of title 31, Colorado Revised Statutes (the "Act "); and WHEREAS, pursuant to the Act, the Authority has the power and authority to borrow money and to apply for and accept loans to accomplish the purposes set forth in the Act, and to give such security as may be required; and WHEREAS, the Authority and the Bank previously entered into a Loan Agreement dated May 28, 2009 (the "Original Agreement ") pursuant to which the Bank made a loan to the Authority in the original principal amount of $7,200,000 (the "Loan"); and WHEREAS, the Flow of Funds set forth in Section 4.02 of the Original Agreement did not reflect the intent of the parties primarily as a result of the definition of "Bond Year "; and WHEREAS, the Bank and the Authority desire to redefine "Bond Year," revise certain provisions relating to the Loan Payment Fund, and otherwise revise the Original Agreement accordingly to reflect the intent of the parties. NOW, THEREFORE, in consideration of the foregoing premises, the Bank and the Authority hereby agree as follows: Section 1. Defined Terms. (a) All capitalized terms used and not otherwise defined, deleted, or redefined herein shall have the respective meanings assigned in the Original Agreement. (b) The following term which was originally defined in Section 1.01 of the Original Agreement is hereby amended and restated in its entirety to read as follows: "Bond Year" means the 12 month period from January 1 of each year through and including December 31 of that year. 4836 - 0178- 0229.1 (c) The following defined term is hereby added to Section 1.01 of the Original Agreement in the appropriate alphabetical order: "Estimated Debt Requirements" means, with respect to any Bond Year, an amount equal to the sum of the following with respect to such period: (a) the principal coming due on the Loan in such Bond Year; and (b) the interest coming due on the Loan in such Bond Year, computed as follows: (i) prior to the Interest Reset Date in such Bond Year, the interest rate on the Loan shall be assumed to be the rate of interest then in effect for the current Interest Period and (ii) on and after the Interest Reset Date in such Bond Year, interest shall be computed at the new rate which became effective on such Interest Reset Date. Section 2. Amendment to Subsection 4.03(b) of Original Agreement. For purposes of substituting the defined term "Estimated Debt Requirements" for the defined term "Debt Requirements," Subsection 4.03(b) of the Original Agreement is hereby amended and restated in its entirety to read as follows (b) Credits to Loan Payment Fund. There shall be credited to the Loan Payment Fund in each Bond Year an amount of Net Pledged Revenue which, when combined with other legally available moneys in the Loan Payment Fund, equals the Estimated Debt Requirements for such Bond Year. For purposes of clarification, the foregoing shall not be interpreted to require that there be maintained in the Loan Payment Fund at all times an amount equal to the Estimated Debt Requirements but, rather, that there is to be transferred to the Loan Payment Fund in each Bond Year (and prior to transfers for any other purpose provided in Section 4.02 hereof) moneys which in the aggregate, when combined with other legally available moneys in the Loan Payment Fund from time to time equals the Estimated Debt Requirements for such Bond Year. At any given time, amounts on deposit in the Loan Payment Fund are not intended to be in excess of the portion of the Estimated Debt Requirements remaining to be paid for the then current Bond Year. Section 3. Amendment Effective Date. This Amendment shall be effective as of January 1, 2010 (the "Amendment Effective Date ") after: (a) the parties hereto have executed this Amendment and delivered it to the other party; and (b) the Authority has taken all action necessary and appropriate to approve this Amendment. 4836 - 0178 - 0229.1 2 Section 4. Ratification. Except as modified herein, all terms and provisions of the Original Agreement are hereby ratified and affirmed. Section 5. Severability. If any section, paragraph, clause, or provision of this Amendment shall for any reason be held to be invalid or unenforceable, the invalidity or unenforceability of such section, paragraph, clause or provision shall not affect any of the remaining provisions of this Amendment, the intent being that the same are severable. Section 6. Execution in Counterparts. This Amendment may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. Section 7. Captions. The captions or headings herein are for convenience only and in no way define, limit or describe the scope or intent of any provisions or sections of this Amendment or the Original Agreement. Section 8. Amendment of Original Agreement. This Amendment is made pursuant to and in accordance and conformity with the Original Agreement. All references herein to "this Agreement" and references in related financing documents to the "Loan Agreement" shall, after the date hereof, mean the Original Agreement (as defined in the recitals hereof) as amended by this Amendment. [signatures appear on following page] 4836 - 0178 - 0229.1 3 IN WITNESS WHEREOF, the duly authorized officers of the respective parties hereto have executed this First Amendment to Loan Agreement as of the day and year first above written. BANK VECTRA BANK COLORADO, NATIONAL ASSOCIATION, q national banking association By V'—, Conrad F eeman, Senior Vice President AUTHORITY AVON URBAN RENEWAL AUTHORITY By s .6j, Ronald C. Wolfe J` Chairman, Board of Commissioners [SEAL] o; SEA o c 70 Attest: °• '. , Board of Commissioners [Signature Page to First Amendment to Loan Agreement] 4836- 0178- 0229.1 4 EXHIBIT B FIRST AMENDMENT TO LOAN AGREEMENT THIS FIRST AMENDMENT TO LOAN AGREEMENT (this "Amendment ") is entered into on the 9th day of February, 2010 by and between the AVON URBAN RENEWAL AUTHORITY (the "Authority") and VECTRA BANK COLORADO, NATIONAL ASSOCIATION, a national banking association (the `Bank "). This Amendment shall be effective as of the Amendment Effective Date as defined in Section 3 hereof. WHEREAS, the Authority is a public body corporate and politic and has been duly created, organized, established and authorized by the Town of Avon, Colorado (the "Town ") to transact business and exercise its powers as an urban renewal authority, all under and pursuant to the Colorado Urban Renewal Law, constituting part 1 of article 25 of title 31, Colorado Revised Statutes (the "Act "); and WHEREAS, pursuant to the Act, the Authority has the power and authority to borrow money and to apply for and accept loans to accomplish the purposes set forth in the Act, and to give such security as may be required; and WHEREAS, the Authority and the Bank previously entered into a Loan Agreement dated May 28, 2009 (the "Original Agreement ") pursuant to which the Bank made a loan to the Authority in the original principal amount of $7,200,000 (the "Loan"); and WHEREAS, the Flow of Funds set forth in Section 4.02 of the Original Agreement did not reflect the intent of the parties primarily as a result of the definition of "Bond Year "; and WHEREAS, the Bank and the Authority desire to redefine "Bond Year," revise certain provisions relating to the Loan Payment Fund, and otherwise revise the Original Agreement accordingly to reflect the intent of the parties. NOW, THEREFORE, in consideration of the foregoing premises, the Bank and the Authority hereby agree as follows: Section 1. Defined Terms. (a) All capitalized terms used and not otherwise defined, deleted, or redefined herein shall have the respective meanings assigned in the Original Agreement. (b) The following term which was originally defined in Section 1.01 of the Original Agreement is hereby amended and restated in its entirety to read as follows: "Bond Year" means the 12 month period from January 1 of each year through and including December 31 of that year. 4836 - 0178 - 0229.1 (c) The following defined term is hereby added to Section 1.01 of the Original Agreement in the appropriate alphabetical order: "Estimated Debt Requirements" means, with respect to any Bond Year, an amount equal to the sum of the following with respect to such period: (a) the principal coming due on the Loan in such Bond Year; and (b) the interest coming due on the Loan in such Bond Year, computed as follows: (i) prior to the Interest Reset Date in such Bond Year, the interest rate on the Loan shall be assumed to be the rate of interest then in effect for the current Interest Period and (ii) on and after the Interest Reset Date in such Bond Year, interest shall be computed at the new rate which became effective on such Interest Reset Date. Section 2. Amendment to Subsection 4.03(b) of Original Agreement. For purposes of substituting the defined term "Estimated Debt Requirements" for the defined term "Debt Requirements," Subsection 4.03(b) of the Original Agreement is hereby amended and restated in its entirety to read as follows (b) Credits to Loan Payment Fund. There shall be credited to the Loan Payment Fund in each Bond Year an amount of Net Pledged Revenue which, when combined with other legally available moneys in the Loan Payment Fund, equals the Estimated Debt Requirements for such Bond Year. For purposes of clarification, the foregoing shall not be interpreted to require that there be maintained in the Loan Payment Fund at all times an amount equal to the Estimated Debt Requirements but, rather, that there is to be transferred to the Loan Payment Fund in each Bond Year (and prior to transfers for any other purpose provided in Section 4.02 hereof) moneys which in the aggregate, when combined with other legally available moneys in the Loan Payment Fund from time to time equals the Estimated Debt Requirements for such Bond Year. At any given time, amounts on deposit in the Loan Payment Fund are not intended to be in excess of the portion of the Estimated Debt Requirements remaining to be paid for the then current Bond Year. Section 3. Amendment Effective Date. This Amendment shall be effective as of January 1, 2010 (the "Amendment Effective Date ") after: (a) the parties hereto have executed this Amendment and delivered it to the other party; and (b) the Authority has taken all action necessary and appropriate to approve this Amendment. 4836 - 0178 - 0229.1 2 Section 4. Ratification. Except as modified herein, all terms and provisions of the Original Agreement are hereby ratified and affirmed. Section 5. Severability. If any section, paragraph, clause, or provision of this Amendment shall for any reason be held to be invalid or unenforceable, the invalidity or unenforceability of such section, paragraph, clause or provision shall not affect any of the remaining provisions of this Amendment, the intent being that the same are severable. Section 6. Execution in Counterparts. This Amendment may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. Section 7. Captions. The captions or headings herein are for convenience only and in no way define, limit or describe the scope or intent of any provisions or sections of this Amendment or the Original Agreement. Section 8. Amendment of Original Agreement. This Amendment is made pursuant to and in accordance and conformity with the Original Agreement. All references herein to "this Agreement' and references in related financing documents to the "Loan Agreement' shall, after the date hereof, mean the Original Agreement (as defined in the recitals hereof) as amended by this Amendment. [signatures appear on following page] 4836 - 0178 - 0229.1 3 IN WITNESS WHEREOF, the duly authorized officers of the respective parties hereto have executed this First Amendment to Loan Agreement as of the day and year first above written. 5: 's p ado, [SEAL] BANK VECTRA BANK COLORADO, NATIONAL ASSOCIATION, q national banking association LIM Conrad Ffeeman. Senior Vice President AUTHORITY AVON URBAN RENEWAL AUTHORITY 1 By C Ronald C. Wolfe Chairman, Board of Commissioners y, Board of Commissioners [Signature Page to First Amendment to Loan Agreement] 4836 - 0178 - 0229.1 4 Memo To: Board Chairman and Commissioners Thru: Larry Brooks, Executive Director Initials Legal: Eric Heil, Town Attorney— From: Scott Wright, Treasurer Date: February 3, 2010 Re: Resolution No. 2010-02 Summary Included on the Avon Urban Renewal Authority agenda is a First Amendment to the Vectra Bank Loan Agreement that was adopted last May. As you will read in the attached Memorandum prepared by Kristine Lay of Kutak Rock this amendment corrects an unintended result of the cash flow of funds because of the use of the original definition of a Bond Year versus a Calendar Year. The Loan Document defines a Bond Year as occurring from the day after the June bond payment to the following June bond payment, i.e. payment is due on June 1 and the new bond year begins the following day. Therefore, if the flow of funds is followed as currently written, on June 3 the Bank will hold all funds to make both the December and June payments in the Loan Payment Fund, but beginning now, in January, for only the following June payment. Or, more to the point, in the second half of the calendar year, when there is de minimis revenue, the bar will be two bond payments, but in the first half of the calendar year, when most of the revenue is received, the bar is set for only one payment. This is exactly the reverse of what was intended to be the flow of funds. The logical approach is to capture sufficient revenue in the Loan Payment Fund during the first six months of the year to make both payments due in that "calendar year" and then allow all additional revenue to flow to the Town. This will result in a) the Loan Payment Fund being fully funded by the first and second quarter tax payments, b) remitting excess funds back to the Town, probably beginning in May and for the balance or the year and c) zeroing out of the Loan Payment Fund following the December payment each year. Page 1 Recommendation: Staff recommends that the Board approve Resolution No. 2010-01 adopting the First Amendment to Loan Agreement as presented. Executive Director Comments: Attachments: 1— Memorandum from Kristin Lay, Vectra Bank Counsel 2 — Resolution No. 2010-02, containing Exhibit B — First Amendment to Loan Agreement 0 Page 2 MEMORANDUM TO: SCOTT WRIGHT, TOWN OF AVON FROM: KRISTINE LAY, KUTAK ROCK LLP DATE: JANUARY 29, 2010 RE: AVON URBAN RENEWAL AUTHORITY FIRST AMENDMENT TO LOAN AGREEMENT Attached is a proposed First Amendment ("Amendment") to the Loan Agreement dated May 28, 2009 (the "Loan Agreement") entered into by the Avon Urban Renewal Authority (the "Authority") and Vectra Bank Colorado (the "Lender") pursuant to which the Lender made a loan to the Authority in the original principal amount of $7,200,000 (the "Loan") for the purpose of refunding the Authority's Tax Increment Adjustable Rate Revenue Bonds (Town Center West Area Urban Renewal Project) Series 2008. The terms of the Loan Agreement provide that the revenue pledged to the repayment of the Loan (consisting of the Authority's property tax increment) is to be transferred upon receipt to the Lender. The Lender then computes the amount that will be needed to pay the principal and interest on the Loan due or coming due in that particular year. Once the Lender is in receipt of that annual amount, the Lender returns to the Authority all excess pledged revenue not needed to pay the Loan in that year. The Loan Agreement as originally drafted defined the year described in the foregoing paragraph as the period from June 2 in each year through and including June 1 in the succeeding year. (It was structured this way because the interest rate changes on June 1 in each year.) Because of the timing of the Authority's receipt of the property tax increment revenues (and the corresponding transfer of such revenue to the Lender), the unintended result of the June -June year was that the Lender was sending the pledged revenue back to the Authority (because the Loan Agreement provided that it must do so) before the Lender had accumulated enough revenue to pay the Loan for the entire calendar year. The purpose of the Amendment is to change the year for accumulation purposes to a calendar year, so that the Lender will accumulate enough to pay the Loan for the entire calendar year before sending the excess revenue back to the Authority. This will avoid both a possible draw on the reserve fund to pay the Loan as well as a situation where funds are going back and forth between the Lender and the Authority due to a shortfall of funds on deposit with the Lender. The corresponding provisions in the Amendment are for the purpose of instructing the Lender how to calculate the amount of revenue it is to accumulate before sending back the excess to the Authority. K.R.L. cc: Conrad Freeman/Vectra Bank Colorado 4843-8002-3301.1 TOWN OF AVON, COLORADO AVON URBAN RENEWAL AUTHORITY RESOLUTION NO. 2010-02 SERIES OF 2010 RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE AVON URBAN RENEWAL AUTHORITY AUTHORIZING AND APPROVING A FIRST AMENDMENT TO A LOAN AGREEMENT WHEREAS, the Authority is a public body corporate and politic and has been duly created, organized, established and authorized by the Town of Avon, Colorado (the "Town") to transact business and exercise its powers as an urban renewal authority, all under and pursuant to the Colorado Urban Renewal Law, constituting part 1 of article 25 of title 31, Colorado Revised Statutes (the "Act"); and WHEREAS, pursuant to the Act, the Authority has the power and authority to borrow money and to apply for and accept loans to accomplish the purposes set forth in the Act, and to give such security as may be required; and WHEREAS, the Authority and Vectra Bank Colorado, National Association (the "Bank") previously entered into a Loan Agreement dated May 28, 2009 (the "Original Agreement") pursuant to which the Bank made a loan to the Authority in the original principal amount of $7,200,000 (the "Loan"); and WHEREAS, the Flow of Funds set forth in Section 4.02 of the Original Agreement did not reflect the intent of the parties primarily as a result of the definition of "Bond Year"; and WHEREAS, the Bank and the Authority desire to redefine "Bond Year," revise certain provisions relating to the Loan Payment Fund, and otherwise revise the Original Agreement accordingly to reflect the intent of the parties. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COMMISSIONERS OF THE AVON URBAN RENEWAL AUTHORITY, COLORADO, THAT: Section 1. The First Amendment to Loan Agreement, attached to this Resolution as Exhibit B, is hereby authorized and approved. The Chairman of the Board is hereby authorized and directed to execute and deliver the First Amendment to Loan Agreement for and on behalf of the Authority. The Executive Director/Secretary of the Board is hereby authorized and directed to affix the seal of the Authority to, and to attest this document as required. A-1 PASSED, ADOPTED AND APPROVED this February 9, 2010. (SEAL) Ronald C. Wolfe, Chairman of the Board of Commissioners Attest: Larry Brooks, Executive Director of the Board of Directors APPROVED AS TO LEGAL FORM: Eric Heil, Attorney for the Authority 2 STATE OF COLORADO ) SS. AVON URBAN RENEWAL ) AUTHORITY ) I, Larry Brooks, the Executive Director/Secretary of the Avon Urban Renewal Authority (the "Authority"), do hereby certify that: 1. The foregoing pages are a true and correct copy of a resolution (the "Resolution") passed and adopted by the Board of Commissioners of the Authority (the "Board") at a regular meeting held on February 9, 2010. 2. The Resolution was duly moved and seconded and the Resolution was adopted at the meeting of February 9, 2010, by an affirmative vote of a majority of the members of the Board as follows: Name "Yes" "No" Absent Ronald C. Wolfe Brian Sipes Richard Carroll David Dantas Kristi Ferraro Amy Phillips Buz Reynolds 3. The members of the Board were present at such meetings and voted on the passage of such Resolution as set forth above. 4. The Resolution was approved and authenticated by the signature of the Chair or Vice Chairman of the Board, sealed with the Authority seal, attested by the Secretary of the Board and recorded in the minutes of the Board. 5. There are no bylaws, rules or regulations of the Board which might prohibit the adoption of said Resolution. 6. Notice of the meeting of February 9, 2010, in the form attached hereto as Exhibit A, was posted in at the Avon Town Hall, Avon Municipal Complex, One Lake Street, in the Town of Avon, not less than twenty-four hours prior to the meeting in accordance with law. (SEAL) WITNESS my hand and the seal of said Authority affixed February 9, 2010. Larry Brooks, Executive Director/Secretary EXHIBIT A (Form of Notice of Meeting) EXHIBIT B FIRST AMENDMENT TO LOAN AGREEMENT THIS FIRST AMENDMENT TO LOAN AGREEMENT (this "Amendment") is entered into on the 9th day of February, 2010 by and between the AVON URBAN RENEWAL AUTHORITY (the "Authority") and VECTRA BANK COLORADO, NATIONAL ASSOCIATION, a national banking association (the "Bank"). This Amendment shall be effective as of the Amendment Effective Date as defined in Section 3 hereof. WHEREAS, the Authority is a public body corporate and politic and has been duly created, organized, established and authorized by the Town of Avon, Colorado (the "Town") to transact business and exercise its powers as an urban renewal authority, all under and pursuant to the Colorado Urban Renewal Law, constituting part 1 of article 25 of title 31, Colorado Revised Statutes (the "Act"); and WHEREAS, pursuant to the Act, the Authority has the power and authority to borrow money and to apply for and accept loans to accomplish the purposes set forth in the Act, and to give such security as may be required; and WHEREAS, the Authority and the Bank previously entered into a Loan Agreement dated May 28, 2009 (the "Original Agreement") pursuant to which the Bank made a loan to the Authority in the original principal amount of $7,200,000 (the "Loan"); and WHEREAS, the Flow of Funds set forth in Section 4.02 of the Original Agreement did not reflect the intent of the parties primarily as a result of the definition of "Bond Year"; and WHEREAS, the Bank and the Authority desire to redefine "Bond Year," revise certain provisions relating to the Loan Payment Fund, and otherwise revise the Original Agreement accordingly to reflect the intent of the parties. NOW, THEREFORE, in consideration of the foregoing premises, the Bank and the Authority hereby agree as follows: Section 1. Defined Terms. (a) All capitalized terms used and not otherwise defined, deleted, or redefined herein shall have the respective meanings assigned in the Original Agreement. (b) The following term which was originally defined in Section 1.01 of the Original Agreement is hereby amended and restated in its entirety to read as follows: "Bond Year" means the 12 month period from January 1 of each year through and including December 31 of that year. 4836-0178-0229.1 (c) The following defined term is hereby added to Section 1.01 of the Original Agreement in the appropriate alphabetical order: "Estimated Debt Requirements" means, with respect to any Bond Year, an amount equal to the sum of the following with respect to such period: (a) the principal coming due on the Loan in such Bond Year; and (b) the interest coming due on the Loan in such Bond Year, computed as follows: (i) prior to the Interest Reset Date in such Bond Year, the interest rate on the Loan shall be assumed to be the rate of interest then in effect for the current Interest Period and (ii) on and after the Interest Reset Date in such Bond Year, interest shall be computed at the new rate which became effective on such Interest Reset Date. Section 2. Amendment to Subsection 4.03(b) of Original Agreement. For purposes of substituting the defined term "Estimated Debt Requirements" for the defined term "Debt Requirements," Subsection 4.03(b) of the Original Agreement is hereby amended and restated in its entirety to read as follows (b) Credits to Loan Payment Fund. There shall be credited to the Loan Payment Fund in each Bond Year an amount of Net Pledged Revenue which, when combined with other legally available moneys in the Loan Payment Fund, equals the Estimated Debt Requirements for such Bond Year. For purposes of clarification, the foregoing shall not be interpreted to require that there be maintained in the Loan Payment Fund at all times an amount equal to the Estimated Debt Requirements but, rather, that there is to be transferred to the Loan Payment Fund in each Bond Year (and prior to transfers for any other purpose provided in Section 4.02 hereof) moneys which in the aggregate, when combined with other legally available moneys in the Loan Payment Fund from time to time equals the Estimated Debt Requirements for such Bond Year. At any given time, amounts on deposit in the Loan Payment Fund are not intended to be in excess of the portion of the Estimated Debt Requirements remaining to be paid for the then current Bond Year. Section 3. Amendment Effective Date. This Amendment shall be effective as of January 1, 2010 (the "Amendment Effective Date") after: (a) the parties hereto have executed this Amendment and delivered it to the other party; and (b) the Authority has taken all action necessary and appropriate to approve this Amendment. 4836-0178-0229.1 2 Section 4. Ratification. Except as modified herein, all terms and provisions of the Original Agreement are hereby ratified and affirmed. Section 5. Severability. If any section, paragraph, clause, or provision of this Amendment shall for any reason be held to be invalid or unenforceable, the invalidity or unenforceability of such section, paragraph, clause or provision shall not affect any of the remaining provisions of this Amendment, the intent being that the same are severable. Section 6. Execution in Counterparts. This Amendment may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. Section 7. Captions. The captions or headings herein are for convenience only and in no way define, limit or describe the scope or intent of any provisions or sections of this Amendment or the Original Agreement. Section 8. Amendment of Original Agreement. This Amendment is made pursuant to and in accordance and conformity with the Original Agreement. All references herein to "this Agreement" and references in related financing documents to the "Loan Agreement" shall, after the date hereof, mean the Original Agreement (as defined in the recitals hereof) as amended by this Amendment. [signatures appear on following page] 4836-0178-0229.1 3 IN WITNESS WHEREOF, the duly authorized officers of the respective parties hereto have executed this First Amendment to Loan Agreement as of the day and year first above written. :.►► VECTRA BANK COLORADO, NATIONAL ASSOCIATION, a national banking association By Conrad Freeman, Senior Vice President AUTHORITY AVON URBAN RENEWAL AUTHORITY By Ronald C. Wolfe Chairman, Board of Commissioners [SEAL] Attest: Larry Brooks, Executive Director/Secretary, Board of Commissioners [Signature Page to First Amendment to Loan Agreement] 4836-0178-0229.1 4