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HomeMy WebLinkAboutbocc.ord.030.1998AN ORDINANCE OF THE BOARD OF COUNTY COMMISSIONERS OF PITKIN COUNTY, COLORADO APPROVING A FINANCING AGREEMENT BY AND AMONG PITKIN COUNTY AND THE RENT -A -CAR COMPANIES AND ZIONS FIRST NATIONAL BANK SUBJECT TO THE J s APPROVAL OF THE COUNTY MANAGER AND COUNTY ATTORNEY. ` ORDINANCE NO. 98-30 1. Pitkin County, Colorado (the "County") is a home -rule county organized under the Constitution and statutes of the State of Colorado. 2. The County is the owner and operator of the Aspen/Pitkin County Airport (the "Airport") which is located in Pitkin County near Aspen, Colorado. 3. The County, with respect to the Airport and pursuant to, inter alia, Sections 41-4-101, et seq., C.R.S. 1873, as amended, and Section 2.8.2 and 8.7 of the Pitkin County Home Rule Charter, has the authority to lease and license the occupancy and use of Airport land areas, building and facilities; establish fees and charges for such occupancy and use; develop (or permit the development of) Airport facilities and improvements. 4. The County is authorized by the County's Home Rule Charter (the "Charter") and the County and Municipality Development Revenue Bond Act, constituting Article 3, Title 29 of Colorado Revised Statutes (the "Act"), to finance "projects" (as such term is defined in the Act) upon such terms and conditions as the Board of County Commissioners of the County (the "Board") may deem advisable. 5. The County is further authorized by the Charter and the Act to issue its revenue obligations for the purpose of defraying the cost of financing any such project, to secure the payment of such obligations as provided in the Act and to enter into financing agreements with others for the purpose of providing revenues to pay such obligations upon such terms and conditions as the Board may deem advisable. 6. The County has entered into separate On -Airport License and Use Agreements (the "Use Agreements") with the following companies: a. Avis Rent a Car System, Inc., a Delaware corporation ("Avis") b. Farabee Adventures, Inc., a Utah corporation, a licensee of Budget Rent-A-Car Systems, Inc. ("Budget") c. Eagle Rent A Car, Inc., a Colorado corporation ("Eagle") d. The Hertz Corporation, a Delaware corporation ("Hertz") e. Westrac, Inc., a Colorado corporation, as a licensee of Thrifty Rent a Car, Inc. ("Thrifty") (collectively, the "Companies"). Ordinance No. 98 -30 Page 2 7. In 1992, the County commenced the GA Area Redevelopment Project which resulted in the conversion of the site of the historical rental car wash facility to general aviation aircraft parking and the demolition of that facility, and also will result in the conversion of the site of the present rental car fueling facility and the demolition of that facility to use for general aviation. 8. The Airport has little land available for development, and its growth is constrained by surrounding features, including mountainous terrain, a state highway and extensive commercial development. 9. Lack of land available for development at the Airport has resulted in a requirement by the County that the Companies jointly build a facility to accommodate both the rental car wash and fueling facilities (the "Service Facility"). 10. The recently approved update to the Airport Layout Plan identified an area in the back of the intercept lots as the site for the Service Facility. 11. The Use Agreements require the Companies to jointly develop the Service Facility pursuant to the Amended Bid Form issued March 26, 1996 and enter into a Joint Facilities Lease and Redevelopment Agreement. 12. Pursuant to the Airport Financial Policy adopted by the County, Airport improvements are to be financed, where and to the extent possible, by the users of the facility. 13. To finance the planning, design, construction and equipping and other related costs of the Service Facility, the Companies are required to advance the redevelopment costs and then to be reimbursed over a period of years through a Use Fee payable by their customers. 14. Zions First National Bank ("Zions") has agreed in an Escrow Agreement dated April 1, 1996, to act as escrow agent and to hold and invest all monies deposited by the Companies. The Companies have previously deposited $59,000 per Company as an initial deposit for the costs of the Service Facility and will deposit the remaining amounts necessary to complete the Service Facility with Zions. 15. In response to the County's requirement that the Companies advance the funds for the redevelopment of the Service Facility, the Companies have asked the County to issue, and the County has agreed to issue, revenue promissory notes (the "Notes") and to repay those Notes through a Use Fee payable solely by the customers of the Companies. 16. The Notes shall be in the amount of each Company's share of costs for the Service Facility plus interest at 2% above prime. Ordinance No. 98 -30 Page 3 17. The terms and conditions upon which the County will issue the Notes to the Companies are more specifically set out in the Financing Agreement attached hereto as Exhibit A. NOW THEREFORE, be it ordained by the Board of County Commissioners of Pitkin County, Colorado that the Board of County Commissioners does hereby adopt a Financing Agreement by and among Pitkin County And The Rent-A-Car Companies And Zions First National Bank subject to the approval of the County Manager and County Attorney. INTRODUCED, FIRST READ AND SET FOR PUBLIC HEARING ON THE 22nd DAY OF JULY, 1998. NOTICE OF PUBLIC HEARING PUBLISHED IN THE WEEKEND EDITION OF THE ASPEN TIMES ON 25th DAY OF JULY, 1998. APPROVED UPON SECOND READING AND PUBLIC HEARING ON THE 4th DAY OF AUGUST, 1998. PUBLISHED AFTER ADOPTION IN THE WEEKEND EDITION OF THE ASPEN TIMES ON THE 15th DAY OF AUGUST, 1998. ATTEST: i tte Jones, Deputy lerk APPROVED AS TO FORM: John M. Ely, County Attorney BOARD OF COUNTY COMMISSIONERS OF PITKIN COUNTY, COLORADO By: Dorothea Farris, Chairman Date: g'—/ r- `lam ne Koncha , County Manager This Ordinance shall become effective 30 days after publication, following final adoption by the Board of County Commissioners APPR # oRD PITKIN COUNTY, COLORADO TAXABLE REVENUE PROMISSORY NOTES (RENTAL CAR PROJECT) SERIES 1998 CLOSING INDEX 1. Financing Agreement by and among Pitkin County, Colorado and The Hertz Corporation, Avis Rent-A-Car System, Inc., Farabee Adventures Inc., Eagle Rent-A-Car, Inc. and Westrac, Inc. and Zions First National Bank dated as of August 5, 1998 2. Joint Facilities Lease and Redevelopment Agreement on -Airport Rental Car Wash and Fuel Facility by and between the Board of County Commissioners of Pitkin County, Colorado and Avis Rent A Car System, Inc., Eagle Rent-A-Car, Inc., Farabee Adventures, Inc., The Hertz Corporation, Westrac, Inc. 3. Amendment to On -Airport Rent-A-Car Company License and Use Agreement: a. The Hertz Corporation Eagle Rent-A-Car, Inc. b. Avis Rent-A-Car System, Inc. c. Farabee Adventures Inc. d. Eagle Rent-A-Car, Inc. e. Westrac, Inc. 4. Facility Use Fee Resolution of the Board of County Commissioners of Pitkin County, Colorado, Formal Resolution #98-7, Series 1998 5. Specimen Notes a. Avis Rent-A-Car System, Inc. b. Farabee Adventures, Inc. c. Eagle Rent-A-Car, Inc. d. The Hertz Corporation e. Westrac, Inc. 6. Delivery Certificate and Receipt 4187126\464690.1 PITKIN COUNTY, COLORADO TAXABLE REVENUE PROMISSORY NOTES (RENTAL CAR PROJECT) SERIES 1998 PITKIN COUNTY, COLORADO en - No. R-1 UNITED STATES OF AMERICA STATE OF COLORADO PITKIN COUNTY TAXABLE REVENUE PROMISSORY NOTE (RENTAL CAR PROJECT) SERIES 1998 Maturity Date Principal Component April 30, 2005 $287,408.25 REGISTERED OWNER: Avis Rent-A-Car System, Inc. PRINCIPAL AMOUNT: Two hundred eighty-seven thousand four hundred eight and 25/100 DOLLARS BY REGISTRATION OF THIS NOTE, THE OWNER HEREBY AGREES NOT TO OFFER, SELL, OR TRANSFER THIS NOTE NOR ANY BENEFICIAL INTEREST HEREIN TO A THIRD PARTY PURCHASER WITHOUT COMPLYING WITH THE TERMS FOR SUCH TRANSFER CONTAINED IN THE FINANCING AGREEMENT DATED AS OF AUGUST 5, 1998 BY AND AMONG PITIQNN COUNTY, COLORADO, ZIONS FIRST NATIONAL BANK, AND THE COMPANIES (AS DEFINED IN SUCH FINANCING AGREEMENT). PITKIN COUNTY, COLORADO (the "County"), for value received, hereby promises to pay (but only out of the sources hereinafter mentioned) to the registered owner hereof, or registered assigns, the Principal Component as specified above, plus the Interest Component (as defined in the Financing Agreement) on the unpaid balance at the rate of 10.5% per annum, on the last business day of each month (each an "Interest Payment Date"), commencing on the First Payment Date, which is the last business day of the first calendar month following completion of construction of the Project. Principal and interest on this Note shall be paid at the principal corporate trust office of Zion's First National Bank, Denver, Colorado, or at such other office as it may designate, or at the duly designated office of any duly appointed alternate or successor Paying Agent, or by wire bank transfer, in any coin or currency of the United States of America which, at the time of payment is legal tender for the payment of public and private debts. This Note is one of a duly authorized series of taxable revenue promissory notes limited in aggregate principal amount to $1,046,379.21 (the "Notes") executed under a duly adopted resolution of the County (the "Resolution") and the Financing Agreement dated as of August 5, 1998 by and among the County, the Paying Agent and the Companies identified therein (the "Financing Agreement"), for the purpose of providing funds to reimburse the Companies for the financing, acquisition, demolition, construction and equipping of certain airport facilities (the "Facilities") for lease to certain car rental companies (the "Companies"). THIS NOTE SHALL CONSTITUTE A SPECIAL, LIMITED OBLIGATION OF THE COUNTY PAYABLE SOLELY OUT OF PLEDGED REVENUES FOR THE BENEFIT OF THE OWNER HEREOF; THE OWNER HEREOF MAY NOT LOOK TO ANY GENERAL OR OTHER FUND OF THE COUNTY (OTHER THAN THE FUNDS AND ACCOUNTS CREATED UNDER THE FINANCING AGREEMENT) FOR THE PAYMENT OF THIS NOTE, EXCEPT THE DESIGNATED SECURITY PLEDGED THEREFOR; THIS NOTE SHALL NEVER CONSTITUTE THE DEBT OR INDEBTEDNESS OF THE COUNTY, THE STATE OR ANY COUNTY, MUNICIPALITY OR POLITICAL SUBDIVISION OF THE STATE WITHIN THE MEANING OF ANY PROVISION OR LIMITATION OF THE CONSTITUTION OR THE STATUTES OF THE STATE, AND THIS NOTE SHALL NOT CONSTITUTE OR GIVE RISE TO ANY PECUNIARY LIABILITY OR FINANCIAL OBLIGATION WHATSOEVER OF OR A CHARGE AGAINST THE GENERAL CREDIT OR TAXING POWERS OF THE COUNTY, THE STATE OR ANY COUNTY, MUNICIPALITY OR POLITICAL SUBDIVISION OF THE STATE. No recourse shall be had for the payment of the principal or interest on this Note, or for any claim based hereon or on the Financing Agreement, against any member, officer, agent or employee, past, present or future, of the County or of any successor body, as such, either directly or through the County, 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 IS SUBJECT TO PREPAYMENT PRIOR TO MATURITY AS DESCRIBED IN AND IN ACCORDANCE WITH THE PROVISIONS OF THE FINANCING AGREEMENT. This Note is not valid unless the Registrar's Certificate of Authentication endorsed hereon is duly executed. This Note is secured by a pledge and assignment of Pledged Revenues under the Financing Agreement. There shall be no recourse against the County, the Companies, the Facilities or any other property now or hereafter owned by the County or the Companies other than against said Pledged Revenues. From its monthly receipt of Pledged Revenues pursuant to the Facility Use Fee Resolution and the Financing Agreement, the Paying Agent shall make payment on the Notes to each Company (after payment of Administrative Expenses of the County and the Paying Agent and certain other expenses as described in the Financing Agreement) by distributing to each Company its pro rata share of the Pledged Revenues so received by the Paying Agent, calculated on the basis of the Principal Component of the Note owned by each Company, as evidenced by Exhibit C to the Financing Agreement. The Pledged Revenues so distributed by the Paying Agent shall be applied first to accrued interest, and then to repayment of the Principal Component of each Company's Note. Payments under this Note shall continue until the earlier of (i) repayment of all Interest Components and Principal Components on the Notes, or (ii) the Maturity Date. The Notes shall automatically be deemed to be discharged in full on the Maturity Date. whether or not all Interest Components and Principal Components have been repaid in full. and the Companies shall have no further claim for payment of the Notes after the Maturity Date. ONLY AFTER COMPLIANCE WITH THE TRANSFER RESTRICTIONS SET FORTH IN THE FINANCING AGREEMENT, THIS NOTE IS TRANSFERABLE BY THE REGISTERED OWNER HEREOF IN PERSON OR BY HIS ATTORNEY DULY AUTHORIZED IN WRITING AT THE PRINCIPAL CORPORATE TRUST OFFICE OF THE PAYING AGENT BUT ONLY IN THE MANNER, SUBJECT TO THE LIMITATIONS AND UPON PAYMENT OF THE CHARGES PROVIDED IN THE FINANCING AGREEMENT, AND UPON SURRENDER AND CANCELLATION OF THIS NOTE. UPON SUCH TRANSFER, A NEW REGISTERED NOTE OF THE SAME MATURITY, OF AUTHORIZED DENOMINATION OR DENOMINATIONS, FOR THE AN AGGREGATE PRINCIPAL AMOUNT WHICH TAKES INTO ACCOUNT ALL SUCH PAYMENTS OF PRINCIPAL ON THE NOTE WILL BE ISSUED TO THE TRANSFEREE IN EXCHANGE THEREFOR. By its acceptance of this Note, the Registered owner has acknowledged that the Notes are not being registered under the Securities Act of 1933, as amended, and are not being registered or otherwise qualified for sale under the "Blue Sky" laws and regulations of any State. In any case where the date of maturity of interest on or principal of the Notes or the date fixed for redemption of any Notes shall be a Saturday or Sunday, a legal holiday or a day on which banking institutions in the county of payment are authorized by law to close or is not otherwise a business day, then payment of interest or principal shall be made on the immediately preceding business day with the same force and effect as if made on the date of maturity or the date fixed for redemption. This Note and all other Notes of the issue of which it forms a part are issued pursuant to and in full compliance with the Constitution and laws of the State of Colorado, the Colorado County and Municipality Development Revenue Bond Act and the Financing Agreement. This Note and the issue of which it forms a part are special, limited obligations of the County payable solely from Pledged Revenues. IT IS HEREBY CERTIFIED, RECITED AND DECLARED that all acts and conditions required to be performed precedent to and in the execution and delivery of the Financing Agreement and the issuance of this Note have been performed in due time, form and manner as required by law, and that the issuance of this Note does not exceed or violate any constitutional or statutory limitation. Attest: IN WITNESS WHEREOF, Pitkin County, Colorado has caused this Note to be executed by the manual or facsimile signature of its Chairman or Vice -Chair of the Board of County Commissioners, to have impressed or printed hereon its corporate seal or a facsimile thereof and to be attested by the manual or facsimile signature of its County Clerk, all as of this 5th day of August, 1998, which shall be the dated date of this Note. 'acc 7 f-P7 [SEAL] ���,�• ��; ,, " �G PI7KIN COUNTY, COLORADO t y S ooLov ss County Clerk By: Chairman or Vice -Chair of Board of County Commissioners This Note is one of the Notes described in the within mentioned Financing Agreement. Date of Authentication: ZIONS FIRST NATIONAL BANK orized Signatory ASSIGNMENT For value received, the undersigned hereby sells, assigns and transfers unto the within Note and hereby irrevocably constitutes and appoint attorney, to transfer the same on the books to the Registrar, with full power of substitution in the premises. AVIS RENT -A -CAR SYSTEM, INC. By: Title: Dated: Signature Guaranteed: Signature guarantee should be made by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Paying Agent. Address of transferee: Social Security or other tax Assignment of this Note is hereby identification number of transferee: approved by Pitkin County, Colorado County Clerk and Recorder NOTE: The signature of this Assignment must correspond with the name as written on the face of the within Note in every particular, without alteration or enlargement or any change whatsoever, and this Assignment shall not be valid unless it is manually signed by the County Clerk and Recorder of Pitkin County, Colorado. No. R-2 UNITED STATES OF AMERICA STATE OF COLORADO PITKIN COUNTY TAXABLE REVENUE PROMISSORY NOTE (RENTAL CAR PROJECT) SERIES 1998 Maturity Date Principal Component April 30, 2005 $149,880.12 REGISTERED OWNER: Farabee Adventures, Inc. PRINCIPAL AMOUNT: One hundred forty-nine thousand eight hundred eighty and and 12/100 DOLLARS BY REGISTRATION OF THIS NOTE, THE OWNER HEREBY AGREES NOT TO OFFER, SELL, OR TRANSFER THIS NOTE NOR ANY BENEFICIAL INTEREST HEREIN TO A THIRD PARTY PURCHASER WITHOUT COMPLYING WITH THE TERMS FOR SUCH TRANSFER CONTAINED IN THE FINANCING AGREEMENT DATED AS OF AUGUST 5, 1998 BY AND AMONG PITKIN COUNTY, COLORADO, ZIONS FIRST NATIONAL BANK, AND THE COMPANIES (AS DEFINED IN SUCH FINANCING AGREEMENT). PITKIN COUNTY, COLORADO (the "County"), for value received, hereby promises to pay (but only out of the sources hereinafter mentioned) to the registered owner hereof, or registered assigns, the Principal Component as specified above, plus the Interest Component (as defined in the Financing Agreement) on the unpaid balance at the rate of 10.5% per annum, on the last business day of each month (each an "Interest Payment Date"), commencing on the First Payment Date, which is the last business day of the first calendar month following completion of construction of the Project. Principal and interest on this Note shall be paid at the principal corporate trust office of Zion's First National Bank, Denver, Colorado, or at such other office as it may designate, or at the duly designated office ofany duly appointed alternate or successor Paying Agent, or by wire bank transfer, in any coin or currency of the United States of America which, at the time of payment is legal tender for the payment of public and private debts. This Note is one of a duly authorized series of taxable revenue promissory notes limited in aggregate principal amount to $1,046,379.21 (the "Notes") executed under a duly adopted resolution of the County (the "Resolution") and the Financing Agreement dated as of August 5, 1998 by and among the County, the Paying Agent and the Companies identified therein (the "Financing Agreement"), for the purpose of providing funds to reimburse the Companies for the financing, acquisition, demolition, construction and equipping of certain airport facilities (the "Facilities") for lease to certain car rental companies (the "Companies"). .'� B THIS NOTE SHALL CONSTITUTE A SPECIAL, LIMITED OBLIGATION OF THE COUNTY PAYABLE SOLELY OUT OF PLEDGED REVENUES FOR THE BENEFIT OF THE OWNER HEREOF; THE OWNER HEREOF MAY NOT LOOK TO ANY GENERAL OR OTHER FUND OF THE COUNTY (OTHER THAN THE FUNDS AND ACCOUNTS CREATED UNDER THE FINANCING AGREEMENT) FOR THE PAYMENT OF THIS NOTE, EXCEPT THE DESIGNATED SECURITY PLEDGED THEREFOR; THIS NOTE SHALL NEVER CONSTITUTE THE DEBT OR INDEBTEDNESS OF THE COUNTY, THE STATE OR ANY COUNTY, MUNICIPALITY OR POLITICAL SUBDIVISION OF THE STATE WITHIN THE MEANING OF ANY PROVISION OR LIMITATION OF THE CONSTITUTION OR THE STATUTES OF THE STATE, AND THIS NOTE SHALL NOT CONSTITUTE OR GIVE RISE TO ANY PECUNIARY LIABILITY OR FINANCIAL OBLIGATION WHATSOEVER OF OR A CHARGE AGAINST THE GENERAL CREDIT OR TAXING POWERS OF THE COUNTY, THE STATE OR ANY COUNTY, MUNICIPALITY OR POLITICAL SUBDIVISION OF THE STATE. No recourse shall be had for the payment of the principal or interest on this Note, or for any claim based hereon or on the Financing Agreement, against any member, officer, agent or employee, past, present or future, of the County or of any successor body, as such, either directly or through the County, 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 IS SUBJECT TO PREPAYMENT PRIOR TO MATURITY AS DESCRIBED - IN AND IN ACCORDANCE WITH THE PROVISIONS OF THE FINANCING AGREEMENT. This Note is not valid unless the Registrar's Certificate of Authentication endorsed hereon is duly executed. This Note is secured by a pledge and assignment of Pledged Revenues under the Financing Agreement. There shall be no recourse against the County, the Companies, the Facilities or any other property now or hereafter owned by the County or the Companies other than against said Pledged Revenues. From its monthly receipt of Pledged Revenues pursuant to the Facility Use Fee Resolution and the Financing Agreement, the Paying Agent shall make payment on the Notes to each Company (after payment of Administrative Expenses of the County and the Paying Agent and certain other expenses as described in the Financing Agreement) by distributing to each Company its pro rata share of the Pledged Revenues so received by the Paying Agent, calculated on the basis of the Principal Component of the Note owned by each Company, as evidenced by Exhibit C to the Financing Agreement. The Pledged Revenues so distributed by the Paying Agent shall be applied first to accrued interest, and then to repayment of the Principal Component of each Company's Note. Payments under this Note shall continue until the earlier of (i) repayment of all Interest Components and Principal Components on the Notes, or (ii) the Maturity Date. The Notes shall automatically be deemed to be discharged in full on the Maturity Date. whether or not all Interest Components and Principal Components have been repaid in full. and the Companies shall have no further claim for payment of the Notes after the Maturity Date. ONLY AFTER COMPLIANCE WITH THE TRANSFER RESTRICTIONS SET FORTH IN THE FINANCING AGREEMENT, THIS NOTE IS TRANSFERABLE BY THE REGISTERED OWNER HEREOF IN PERSON OR BY HIS ATTORNEY DULY AUTHORIZED IN WRITING AT THE PRINCIPAL CORPORATE TRUST OFFICE OF THE PAYING AGENT BUT ONLY IN THE MANNER, SUBJECT TO THE LIMITATIONS AND UPON PAYMENT OF THE CHARGES PROVIDED IN THE FINANCING AGREEMENT, AND UPON SURRENDER AND CANCELLATION OF THIS NOTE. UPON SUCH TRANSFER, A NEW REGISTERED NOTE OF THE SAME MATURITY, OF AUTHORIZED DENOMINATION OR DENOMINATIONS, FOR THE AN AGGREGATE PRINCIPAL AMOUNT WHICH TAKES INTO ACCOUNT ALL SUCH PAYMENTS OF PRINCIPAL ON THE NOTE WILL BE ISSUED TO THE TRANSFEREE IN EXCHANGE THEREFOR. By its acceptance of this Note, the Registered owner has acknowledged that the Notes are not being registered under the Securities Act of 1933, as amended, and are not being registered or otherwise qualified for sale under the "Blue Sky" laws and regulations of any State. In any case where the date of maturity of interest on or principal of the Notes or the date fixed for redemption of any Notes shall be a Saturday or Sunday, a legal holiday or a day on which banking institutions in the county of payment are authorized by law to close or is not otherwise s;, business day, then payment of interest or principal shall be made on the immediately preceding-. business day with the same force and effect as if made on the date of maturity or the date fixed for - redemption. This Note and all other Notes of the issue of which it forms a part are issued pursuant to and in full compliance with the Constitution and laws of the State of Colorado, the Colorado County and Municipality Development Revenue Bond Act and the Financing Agreement. This Note and the issue of which it forms a part are special, limited obligations of the County payable solely from Pledged Revenues. IT IS HEREBY CERTIFIED, RECITED AND DECLARED that all acts and conditions required to be performed precedent to and in the execution and delivery of the Financing Agreement and the issuance of this Note have been performed in due time, form and manner as required by law, and that the issuance of this Note does not exceed or violate any constitutional or statutory limitation. IN WITNESS WHEREOF, Pitkin County, Colorado has caused this Note to be executed by the manual or facsimile signature of its Chairman or Vice -Chair of the Board of County Commissioners, to have impressed or printed hereon its corporate seal or a facsimile thereof and to be attested by the manual or facsimile signature of its County Clerk, all as of this 5th day of August, 1998, which shall be the dated date of this Note. /' p ej(/ -�/r PDIIIN COUNTY, COLORADO �► County Clerk BY: ��iLa0-7'A ' Chairman or Vice -Chair of Board of County Commissioners This Note is one of the Notes described in the within mentioned Financing Agreement. Date of Authentication: 1 ii, A?? ZIONS FIRST NATIONAL BANK By ASSIGNMENT For value received, the undersigned hereby sells, assigns and transfers unto the within Note and hereby irrevocably constitutes and appoint attorney, to transfer the same on the books to the Registrar, with full power of substitution in the premises. FARABEE ADVENTURES, INC. By: Title: Dated: Signature Guaranteed: Signature guarantee should be made by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Paying Agent. Address of transferee: Social Security or other tax Assignment of this Note is hereby identification number of Iransferee: approved by Pitkin County, Colorado County Clerk and Recorder NOTE: The signature of this Assignment must correspond with the name as written on the face of the within Note in every particular, without alteration or enlargement or any change whatsoever, and this Assignment shall not be valid unless it is manually signed by the County Clerk and Recorder of Pitkin County, Colorado. No. R-3 UNITED STATES OF AMERICA STATE OF COLORADO PITKIN COUNTY TAXABLE REVENUE PROMISSORY NOTE (RENTAL CAR PROJECT) SERIES 1998 Maturity Date Principal Component April 30, 2005 $135,487.37 REGISTERED OWNER: Eagle Rent-A-Car, Inc. PRINCIPAL AMOUNT: One hundred thirty-five thousand four hundred eighty-seven and and 37/100----------------------------------------------- DOLLARS BY REGISTRATION OF THIS NOTE, THE OWNER HEREBY AGREES NOT TO OFFER, SELL, OR TRANSFER THIS NOTE NOR ANY BENEFICIAL INTEREST HEREIN TO A THIRD PARTY PURCHASER WITHOUT COMPLYING WITH THE TERMS FOR SUCH TRANSFER CONTAINED IN THE FINANCING AGREEMENT DATED AS OF AUGUST 5, 1998 BY AND AMONG PITKIN COUNTY, COLORADO, ZIONS FIRST NATIONAL BANK, AND THE COMPANIES (AS DEFINED IN SUCH FINANCING AGREEMENT). PITKIN COUNTY, COLORADO (the "County"), for value received, hereby promises to pay (but only out of the sources hereinafter mentioned) to the registered owner hereof, or registered assigns, the Principal Component as specified above, plus the Interest Component (as defined in the Financing Agreement) on the unpaid balance at the rate of 10.5% per annum, on the last business day of each month (each an "Interest Payment Date"), commencing on the First Payment Date, which is the last business day of the first calendar month following completion of construction of the Project. Principal and interest on this Note shall be paid at the principal corporate trust office of Zion's First National Bank, Denver, Colorado, or at such other office as it may designate, or at the duly designated office of any duly appointed alternate or successor Paying Agent, or by wire bank transfer, in any coin or currency of the United States of America which, at the time of payment is legal tender for the payment of public and private debts. This Note is one of a duly authorized series of taxable revenue promissory notes limited in aggregate principal amount to $1,046,379.21(the "Notes") executed under a duly adopted resolution of the County (the "Resolution") and the Financing Agreement dated as of August 5, 1998 by and among the County, the Paying Agent and the Companies identified therein (the "Financing Agreement"), for the purpose of providing funds to reimburse the Companies for the financing, acquisition, demolition, construction and equipping of certain airport facilities (the "Facilities") for lease to certain car rental companies (the "Companies"). THIS NOTE SHALL CONSTITUTE A SPECIAL, LIMITED OBLIGATION OF THE COUNTY PAYABLE SOLELY OUT OF PLEDGED REVENUES FOR THE BENEFIT OF THE OWNER HEREOF; THE OWNER HEREOF MAY NOT LOOK TO ANY GENERAL OR OTHER FUND OF THE COUNTY (OTHER THAN THE FUNDS AND ACCOUNTS CREATED UNDER THE FINANCING AGREEMENT) FOR THE PAYMENT OF THIS NOTE, EXCEPT THE DESIGNATED SECURITY PLEDGED THEREFOR; THIS NOTE SHALL NEVER CONSTITUTE THE DEBT OR INDEBTEDNESS OF THE COUNTY, THE STATE OR ANY COUNTY, MUNICIPALITY OR POLITICAL SUBDIVISION OF THE STATE WITHIN THE MEANING OF ANY PROVISION OR LIMITATION OF THE CONSTITUTION OR THE STATUTES OF THE STATE, AND THIS NOTE SHALL NOT CONSTITUTE OR GIVE RISE TO ANY PECUNIARY LIABILITY OR FINANCIAL OBLIGATION WHATSOEVER OF OR A CHARGE AGAINST THE GENERAL CREDIT OR TAXING POWERS OF THE COUNTY, THE STATE OR ANY COUNTY, MUNICIPALITY OR POLITICAL SUBDIVISION OF THE STATE. No recourse shall be had for the payment of the principal or interest on this Note, or for any claim based hereon or on the Financing Agreement, against any member, officer, agent or employee, past, present or future, of the County or of any successor body, as such, either directly or through the County, 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 IS SUBJECT TO PREPAYMENT PRIOR TO MATURITY AS DESCRIBED IN AND IN ACCORDANCE WITH THE PROVISIONS OF THE FINANCING AGREEMENT. This Note is not valid unless the Registrar's Certificate of Authentication endorsed hereon is duly executed. This Note is secured by a pledge and assignment of Pledged Revenues under the Financing Agreement. There shall be no recourse against the County, the Companies, the Facilities or any other property now or hereafter owned by the County or the Companies other than against said Pledged Revenues. From its monthly receipt of Pledged Revenues pursuant to the Facility Use Fee Resolution and the Financing Agreement, the Paying Agent shall make payment on the Notes to each Company (after payment of Administrative Expenses of the County and the Paying Agent and certain other expenses as described in the Financing Agreement) by distributing to each Company its pro rata share of the Pledged Revenues so received by the Paying Agent, calculated on the basis of the Principal Component of the Note owned by each Company, as evidenced by Exhibit C to the Financing Agreement. The Pledged Revenues so distributed by the Paying Agent shall be applied first to accrued interest, and then to repayment of the Principal Component of each Company's Note. Payments under this Note shall continue until the earlier of (i) repayment of all Interest Components and Principal Components on the Notes, or (ii) the Maturity Date. The Notes shalt automatically be deemed to be discharged in full on the Maturity Date. whether or not all Interest Components and Principal Components have been repaid in full. and the Companies shall have no further claim for payment of the Notes after the Maturity Datc. ONLY AFTER COMPLIANCE WITH THE TRANSFER RESTRICTIONS SET FORTH IN THE FINANCING AGREEMENT, THIS NOTE IS TRANSFERABLE BY THE REGISTERED OWNER HEREOF IN PERSON OR BY HIS ATTORNEY DULY AUTHORIZED IN WRITING AT THE PRINCIPAL CORPORATE TRUST OFFICE OF THE PAYING AGENT BUT ONLY IN THE MANNER, SUBJECT TO THE LIMITATIONS AND UPON PAYMENT OF THE CHARGES PROVIDED IN THE FINANCING AGREEMENT, AND UPON SURRENDER AND CANCELLATION OF THIS NOTE. UPON SUCH TRANSFER, A NEW REGISTERED NOTE OF THE SAME MATURITY, OF AUTHORIZED DENOMINATION OR DENOMINATIONS, FOR THE AN AGGREGATE PRINCIPAL AMOUNT WHICH TAKES INTO ACCOUNT ALL SUCH PAYMENTS OF PRINCIPAL ON THE NOTE WILL BE ISSUED TO THE TRANSFEREE IN EXCHANGE THEREFOR. By its acceptance of this Note, the Registered owner has acknowledged that the Notes are not being registered under the Securities Act of 1933, as amended, and are not being registered or otherwise qualified for sale under the "Blue Sky" laws and regulations of any State. In any case where the date of maturity of interest on or principal of the Notes or the date fixed for redemption of any Notes shall be a Saturday or Sunday, a legal holiday or a day on which banking institutions in the county of payment are authorized by law to close or is not otherwise a business day, then payment of interest or principal shall be made on the immediately preceding business day with the same force and effect as if made on the date of maturity or the date fixed for redemption. This Note and all other Notes of the issue of which it forms a part are issued pursuant to and in full compliance with the Constitution and laws of the State of Colorado, the Colorado County and Municipality Development Revenue Bond Act and the Financing Agreement. This Note and the issue of which it forms a part are special, limited obligations of the County payable solely from Pledged Revenues. IT IS HEREBY CERTIFIED, RECITED AND DECLARED that all acts and conditions required to be performed precedent to and in the execution and delivery of the Financing Agreement and the issuance of this Note have been performed in due time, form and manner as required by law, and that the issuance of this Note does not exceed or violate any constitutional or statutory limitation. IN WITNESS WHEREOF, Pitkin County, Colorado has caused this Note to be executed by the manual or facsimile signature of its Chairman or Vice -Chair of the Board of County Commissioners, to have impressed or printed hereon its corporate seal or a facsimile thereof and to be attested by the manual or facsimile signature of its County Clerk, all as of this 5th day of August, 1998, which shall be the dated date of this Note. T oG� - p� SEAL PI COUNTY, COLORADO Attest: tin County Clerk By: Chairman or Vice -Chair of Board of County Commissioners This Note is one of the Notes described in the within mentioned Financing Agreement. Date of Authentication: ZIONS FIRST NATIONAL BANK __ 1ATrp, ��old \� By ASSIGNMENT For value received, the undersigned hereby sells, assigns and transfers unto the within Note and hereby irrevocably constitutes and appoint attomey, to transfer the same on the books to the Registrar, with full power of substitution in the premises. EAGLE RENT -A -CAR, INC. By: Title: Dated: Signature Guaranteed: Signature guarantee should be made by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Paying Agent. Address of transferee: Social Security or other tax Assignment of this Note is hereby identification number of transferee: approved by Pitkin County, Colorado County Clerk and Recorder NOTE: The signature of this Assignment must correspond with the name as written on the face of the within Note in every particular, without alteration or enlargement or any change whatsoever, and this Assignment shall not be valid unless it is manually signed by the County Clerk and Recorder of Pitkin County, Colorado. cw. No. R-4 UNITED STATES OF AMERICA STATE OF COLORADO PITKIN COUNTY TAXABLE REVENUE PROMISSORY NOTE (RENTAL CAR PROJECT) SERIES 1998 Maturity Date Principal Component April 30, 2005 $315,971.22 REGISTERED OWNER: The Hertz Corporation PRINCIPAL AMOUNT: Three hundred fifteen thousand nine hundred seventy-one and and 22/100 - DOLLARS BY REGISTRATION OF THIS NOTE, THE OWNER HEREBY AGREES NOT TO OFFER, SELL, OR TRANSFER THIS NOTE NOR ANY BENEFICIAL INTEREST HEREIN TO A THIRD PARTY PURCHASER WITHOUT COMPLYING WITH THE TERMS FOR SUCH TRANSFER CONTAINED IN THE FINANCING AGREEMENT DATED AS OF AUGUST 5, 1998 BY AND AMONG PI'TK1N COUNTY, COLORADO'', EONS FIRST NATIONAL BAND, AND THE COMPANIES, (AS DEFINED IN SUCH FINANCING AGREEMENT). PITKIN COUNTY, COLORADO (the "County"), for value received, hereby promises to pay (but only out of the . sources hereinafter mentioned) to the registered owner hereof, or registered assigns, the Principal Component as specified above, plus the Interest Component (as defined in the Financing Agreement) on the unpaid balance at the rate of 10.5% per annum, on the last business day of each month (each an -"Interest Payment Dater), commencing on the First Payment Date, which is the last business day of the first calendar month following completion of construction of the Project. Principal and interest on this Note shall be paid at the principal corporate trust office of Zion's First National Bank, Denver, Colorado, or at such other office as it may designate, or at the duly designated office of any duty appointed alternate or successor Paying Agent, or by wire bank transfer, in any coin or currency of the United States of America which, at the time of payment is legal tender for the payment of public and private debts. This Note is one of a duly authorized series of taxable revenue promissory notes limited in aggregate principal amount to $1,046,379.21 (the "Notes") executed under a duly adopted resolution of the County (the "Resolution") and the Financing Agreement dated as of August 5, 1998 by and among the County, the Paying Agent and the Companies identified therein (the "Financing Agreement"), for the purpose of providing funds to reimburse the Companies for the financing, acquisition, demolition, construction and equipping of certain airport facilities (the "Facilities") for lease to certain car rental companies (the "Companies"). THIS NOTE SHALL CONSTITUTE A SPECIAL, LIMITED OBLIGATION OF THE COUNTY PAYABLE SOLELY OUT OF PLEDGED REVENUES FOR THE BENEFIT OF THE OWNER HEREOF; THE OWNER HEREOF MAY NOT LOOK TO ANY GENERAL OR OTHER FUND OF THE COUNTY (OTHER THAN THE FUNDS AND ACCOUNTS CREATED UNDER THE FINANCING AGREEMENT) FOR THE PAYMENT OF THIS NOTE, EXCEPT THE DESIGNATED SECURITY PLEDGED THEREFOR; THIS NOTE SHALL NEVER CONSTITUTE THE DEBT OR INDEBTEDNESS OF THE COUNTY, THE STATE OR ANY COUNTY, MUNICIPALITY OR POLITICAL SUBDIVISION OF THE STATE WITHIN THE MEANING OF ANY PROVISION OR LIMITATION OF THE CONSTITUTION OR THE STATUTES OF THE STATE, AND THIS NOTE SHALL NOT CONSTITUTE OR GIVE RISE TO ANY PECUNIARY LIABILITY OR FINANCIAL OBLIGATION WHATSOEVER OF OR A CHARGE AGAINST THE GENERAL CREDIT OR TAXING POWERS OF THE COUNTY, THE STATE OR ANY COUNTY, MUNICIPALITY OR POLITICAL SUBDIVISION OF THE STATE. No recourse shall be had for the payment of the principal or interest on this Note, or for any claim based hereon or on the Financing Agreement, against any member, officer, agent or employee, past, present or future, oldie County or of any successor body, as such, either directly or through the County, 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 IS SUBJECT TO PREPAYMENT PRIOR TO MATURITY AS DESCRIBED IN AND IN ACCORDANCE WITH THE PROVISIONS OF THE FINANCING AGREEMENT. This Note is not valid unless the Registrar's Certificate of Authentication endorsed hereon is duly executed. This Note is secured by a pledge and assignment of Pledged Revenues under the Financing Agreement. There shall be no recourse against the County, the Companies, the Facilities or any other property now or hereafter owned by the County or the Companies other than against said Pledged Revenues. From its monthly receipt of Pledged Revenues pursuant to the Facility Use Fee Resolution and the Financing Agreement, the Paying Agent shall make payment on the Notes to each Company (after payment of Administrative Expenses of the County and the Paying Agent and certain other expenses as described in the Financing Agreement) by distributing to each Company its pro rata share of the Pledged Revenues so received by the Paying Agent, calculated on the basis of the Principal Component of the Note owned by each Company, as evidenced by Exhibit C to the Financing Agreement. The Pledged Revenues so distributed by the Paying Agent shall be applied fi to accrued interest, and then to repayment of the Principal Component of each Company's Note. Payments under this Note shall continue until the earlier of (i) repayment of all Interest Components and Principal Components on the Notes, or (ii) the Maturity Date. The Notes shall automatically be deemed to be discharged in full on the Maturity Date. whether or not all Interest further claim for payment of the Notes after the Maturity Datc. ONLY AFTER COMPLIANCE WITH THE TRANSFER RESTRICTIONS SET FORTH IN THE FINANCING AGREEMENT, THIS NOTE IS TRANSFERABLE BY THE REGISTERED OWNER HEREOF IN PERSON OR BY HIS ATTORNEY DULY AUTHORIZED IN WRITING AT THE PRINCIPAL CORPORATE TRUST OFFICE OF THE PAYING AGENT BUT ONLY IN THE MANNER, SUBJECT TO THE LIMITATIONS AND UPON PAYMENT OF THE CHARGES PROVIDED IN THE FINANCING AGREEMENT, AND UPON SURRENDER AND CANCELLATION OF THIS NOTE. UPON SUCH TRANSFER, A NEW REGISTERED NOTE OF THE SAME MATURITY, OF AUTHORIZED DENOMINATION OR DENOMINATIONS, FOR THE AN AGGREGATE PRINCIPAL AMOUNT WHICH TAKES INTO ACCOUNT ALL SUCH PAYMENTS OF PRINCIPAL ON THE NOTE WILL BE ISSUED TO THE TRANSFEREE IN EXCHANGE THEREFOR. By its acceptance of this Note, the Registered owner has acknowledged that the Notes are not being registered under the Securities Act of 1933, as amended, and are not being registered or otherwise qualified for sale under the "Blue Sky" laws and regulations of any State. In any case where the date of maturity of interest on or principal of the Notes or the date fixed for redemption of any Notes shall be a Saturday or Sunday, a legal holiday or a day on which banking institutions in the county of payment are authorized by law to close or is not otherwise a business day, then payment of interest or principal shall be made on the immediately preceding business day with the same force and effect as if made on the date of maturity or the date fixed for redemption. This Note and all other Notes of the issue of which it forms a part are issued pursuant to and in full compliance with the Constitution and laws of the State of Colorado, the Colorado County and Municipality Development Revenue Bond Act and the Financing Agreement. This Note and the issue of which it forms a part are special, limited obligations of the County payable solely from Pledged Revenues. IT IS HEREBY CERIth hD, RECITED AND DECLARED that all acts and conditions required to be performed precedent to and in the execution and delivery of the Financing Agreement and the issuance of this Note have been performed in due time, form and manner as required by law, and that the issuance of this Note does not exceed or violate any constitutional or statutory limitation. IN WITNESS WHEREOF, Pitkin County, Colorado has caused this Note to be executed by the manual or facsimile signature of its Chairman or Vice -Chair of the Board of County Commissioners, to have impressed or printed hereon its corporate seal or a facsimile thereof and to be attested by the manual or facsimile signature of its County Clerk, all as of this 5th day of August, 1998, whic , be the dated date of this Note. [SE Attest: County Clerk COUNTY, COLORADO By: Chairman or Vice -Chair of Board of County Commissioners This Note is one of the Notes described in the within mentioned Financing Agreement. Date of Authentication: ZIONS FIRST NATIONAL BANK ASSIGNMENT For value received, the undersigned hereby sells, assigns and transfers unto the within Note and hereby irrevocably constitutes and appoint attorney, to transfer the same on the books to the Registrar, with full power of substitution in the premises. THE HERTZ CORPORATION By: Title: Dated: Signature Guaranteed: Signature guarantee should be made by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Paying Agent. Address of transferee: Social Security or other tax Assignment of this Note is hereby identification number of transferee: approved by Pitkin County, Colorado County Clerk and Recorder NOTE: The signature of this Assignment must correspond with the name as written on the face of the within Note in every particular, without alteration or enlargement or any change whatsoever, and this Assignment shall not be valid unless it is manually signed by the County Clerk and Recorder of Pitkin County, Colorado. No. R-5 UNITED STATES OF AMERICA STATE OF COLORADO PITKIN COUNTY TAXABLE REVENUE PROMISSORY NOTE (RENTAL CAR PROJECT) SERIES 1998 Maturity Date Principal Component April 30, 2005 $157,632.25 REGISTERED OWNER: Westrac, Inc. PRINCIPAL AMOUNT: One hundred fifty-seven thousand six hundred thirty-two and and 25/100-DOLLARS BY REGISTRATION OF THIS NOTE, THE OWNER HEREBY AGREES NOT TO OFFER, SELL, OR TRANSFER THIS NOTE NOR ANY BENEFICIAL INTEREST HEREIN TO A THIRD PARTY PURCHASER WITHOUT COMPLYING WITH THE TERMS FOR SUCH TRANSFER CONTAINED IN THE FINANCING AGREEMENT DATED AS OF AUGUST 5, 1998 BY AND AMONG PITIINN COUNTY, COLORADO, ?IONS FIRST NATIONAL BANK, AND THE COMPANIES. (AS DEFINED IN SUCH FINANCING AGREEMENT). 5E PITKIN COUNTY, COLORADO (the "County"), for value received, hereby promises to pay (but only out of the sources hereinafter mentioned) to the registered owner hereof, or registered assigns, the Principal Component as specified above, plus the Interest Component (as defined in the Financing Agreement) on the unpaid balance at the rate of 10.5% per annum, on the last business day of each month (each an "Interest Payment Date"), commencing on the First Payment Date, which is the last business day of the first calendar month following completion of construction of the Project. Principal and interest on this Note shall be paid at the principal corporate trust office of Zion's First National Bank, Denver, Colorado, or at such other office as it may designate, or at the duly designated office of any duly appointed alternate or successor Paying Agent, or by wire bank transfer, in any coin or currency of the United States of America which, at the time of payment is legal tender for the payment of public and private debts. This Note is one of a duly authorized series of taxable revenue promissory notes limited in aggregate principal amount to $1,046,379.21 (the "Notes") executed under a duly adopted resolution of the County (the "Resolution") and the Financing Agreement dated as of August 5, 1998 by and among the County, the Paying Agent and the Companies identified therein (the "Financing Agreement"), for the purpose of providing funds to reimburse the Companies for the financing, acquisition, demolition, construction and equipping of certain airport facilities (the "Facilities") for lease to certain car rental companies (the "Companies"). THIS NOTE SHALL CONSTITUTE A SPECIAL, LIMITED OBLIGATION OF THE COUNTY PAYABLE SOLELY OUT OF PLEDGED REVENUES FOR THE BENEFIT OF THE OWNER HEREOF; THE OWNER HEREOF MAY NOT LOOK TO ANY GENERAL OR OTHER FUND OF THE COUNTY (OTHER THAN THE FUNDS AND ACCOUNTS CREATED UNDER THE FINANCING AGREEMENT) FOR THE PAYMENT OF THIS NOTE, EXCEPT THE DESIGNATED SECURITY PLEDGED THEREFOR; THIS NOTE SHALL NEVER CONSTITUTE THE DEBT OR INDEBTEDNESS OF THE COUNTY, THE STATE OR ANY COUNTY, MUNICIPALITY OR POLITICAL SUBDIVISION OF THE STATE WITHIN THE MEANING OF ANY PROVISION OR LIMITATION OF THE CONSTITUTION OR THE STATUTES OF THE STATE, AND THIS NOTE SHALL NOT CONSTITUTE OR GIVE RISE TO ANY PECUNIARY LIABILITY OR FINANCIAL OBLIGATION WHATSOEVER OF OR A CHARGE AGAINST THE GENERAL CREDIT OR TAXING POWERS OF THE COUNTY, THE STATE OR ANY COUNTY, MUNICIPALITY OR POLITICAL SUBDIVISION OF THE STATE. No recourse shall be had for the payment of the principal or interest on this Note, or for any claim based hereon or on the Financing Agreement, against any member, officer, agent or employee, past, present or future, of the County or of any successor body, as such, either directly or through the County, 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 IS SUBJECT TO PREPAYMENT PRIOR TO MATURITY AS DESCRIBED IN AND IN ACCORDANCE WITH THE PROVISIONS OF THE FINANCING AGREEMENT. This Note is not valid unless the Registrar's Certificate of Authentication endorsed hereon is duly executed. This Note is secured by a pledge and assignment of Pledged Revenues under the Financing Agreement. There shall be no recourse against the County, the Companies, the Facilities or any other property now or hereafter owned by the County or the Companies other than against said Pledged Revenues. From its monthly receipt of Pledged Revenues pursuant to the Facility Use Fee Resolution and the Financing Agreement, the Paying Agent shall make payment on the Notes to each Company (after payment of Administrative Expenses of the County and the Paying Agent and certain other expenses as described in the Financing Agreement) by distributing to each Company its pro rata share of the Pledged Revenues so received by the Paying Agent, calculated on the basis of the Principal Component of the Note owned by each Company, as evidenced by Exhibit C to the Financing Agreement. The Pledged Revenues so distributed by the Paying Agent shall be applied first to accrued interest, and then to repayment of the Principal Component of each Company's Note. Payments under this Note shall continue until the earlier of (i) repayment of all Interest Components and Principal Components on the Notes, or (ii) the Maturity Date. The Notes shall automatically be deemed to be discharged in full on the Maturity Date whether or not all Interest Components and Principal Components have been repaid in full. and the Companies shall have no further claim for payment of the Notes after the Maturity Date. ONLY AFTER COMPLIANCE WITH THE TRANSFER RESTRICTIONS SET FORTH IN THE FINANCING AGREEMENT, THIS NOTE IS TRANSFERABLE BY THE REGISTERED OWNER HEREOF IN PERSON OR BY HIS ATTORNEY DULY AUTHORIZED IN WRITING AT THE PRINCIPAL CORPORATE TRUST OFFICE OF THE PAYING AGENT BUT ONLY IN THE MANNER, SUBJECT TO THE LIMITATIONS AND UPON PAYMENT OF THE CHARGES PROVIDED IN THE FINANCING AGREEMENT, AND UPON SURRENDER AND CANCELLATION OF THIS NOTE. UPON SUCH TRANSFER, A NEW REGISTERED NOTE OF THE SAME MATURITY, OF AUTHORIZED DENOMINATION OR DENOMINATIONS, FOR THE AN AGGREGATE PRINCIPAL AMOUNT WHICH TAKES INTO ACCOUNT ALL SUCH PAYMENTS OF PRINCIPAL ON THE NOTE WILL BE ISSUED TO THE TRANSFEREE IN EXCHANGE THEREFOR. By its acceptance of this Note, the Registered owner has acknowledged that the Notes are not being registered under the Securities Act of 1933, as amended, and are not being registered or otherwise qualified for sale under the "Blue Sky" laws and regulations of any State. In any case where the date of maturity of interest on or principal of the Notes or the date fixed for redemption of any Notes shall be a Saturday or Sunday, a legal holiday or a day on which banking institutions in the county of payment are authorized by law to close or is not otherwise a business day, then payment of interest or principal shall be made on the immediately preceding business day with the same force and effect as if made on the date of maturity or the date fixed for redemption. This Note and all other Notes of the issue of which it forms a part are issued pursuant to and in full compliance with the Constitution and laws of the State of Colorado, the Colorado County and Municipality Development Revenue Bond Act and the Financing Agreement. This Note and the issue of which it forms a part are special, limited obligations of the County payable solely from Pledged Revenues. IT IS HEREBY CERTIFIED, RECITED AND DECLARED that all acts and conditions required to be performed precedent to and in the execution and delivery of the Financing Agreement and the issuance of this Note have been performed in due time, form and manner as required by law, and that the issuance of this Note does not exceed or violate any constitutional or statutory limitation. IN WITNESS WHEREOF, Pitkin County, Colorado has caused this Note to be executed by the manual or facsimile signature of its Chairman or Vice -Chair of the Board of County Commissioners, to have impressed or printed hereon its corporate seal or a facsimile thereof and to be attested by the manual or facsimile signature of its County Clerk, all as of this 5th day of August, 1998, which shall be the dated date of this Note. GovNrp iej�,G [SEAL] �',/�� PI COUNTY, C LORADO Attest: County Clerk By: Chairman or Vice -Chair of Board of County Commissioners This Note is one of the Notes described in the within mentioned Financing Agreement. Date of Authentication: ZIONS FIRST NATIONAL BANK By zed Signatory DELIVERY CERTIFICATE AND RECEIPT PITKIN COUNTY, COLORADO Taxable Revenue Promissory Notes (Rental Car Project) Series 1998 The undersigned hereby certifies that: 1. I am a trust officer of Zions First National Bank (the "Bank") and that I have received from Pitkin County, Colorado, registered notes R-1 through R-5 of the series referenced above (the "Notes"). 2. Each of the Notes was authenticated on this date by an authorized officer of the Bank. 3. There has been deposited with the Bank against payment for the Notes the following sums from the following registered owners of the Notes: Avis Rent-A-Car System, Inc: Farabee Adventures, Inc.: Eagle Rent-A-Car, Inc.: The Hertz Corporation: Westrac, Inc.: SIGNED as of August 18, 1998. [SEAL] 4187\261464487.1 $214,416.93 85,240.62 69,134.32 243,590.06 91,618.08 ZIONS FIRST NATIONAL BANK By: 6 ASSIGNMENT For value received, the undersigned hereby sells, assigns and transfers unto the within Note and hereby irrevocably constitutes and appoint attorney, to transfer the same on the books to the Registrar, with full power of substitution in the premises. WESTRAC, INC. By: Title: Dated: Signature Guaranteed: Signature guarantee should be made by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Paying Agent. Address of transferee: Social Security or other tax Assignment of this Note is hereby identification number of transferee: approved by Pitkin County, Colorado County Clerk and Recorder NOTE: The signature of this Assignment must correspond with the name as written on the face of the within Note in every particular, without alteration or enlargement or any change whatsoever, and this Assignment shall not be valid unless it is manually signed by the County Clerk and Recorder of Pitkin County, Colorado. CW APPROVED BY O kDiN AN E C - 3 1 EXECUTION COPY FINANCING AGREEMENT By and Among PITKIN COUNTY, COLORADO and THE HERTZ CORPORATION, AVIS RENT -A -CAR SYSTEM, INC., FARABEE ADVENTURES INC., EAGLE RENT -A -CAR, INC. and WESTRAC, INC. and ZIONS FIRST NATIONAL BANK Dated as of August 5,1998 Executed as Part of the Proceedings Pertaining to the Authorization and Issuance of: PITKIN COUNTY, COLORADO Taxable Revenue Promissory Notes (Rental Car Project) Series 1998 41871261445650.12 TABLE OF CONTENTS This Table of Contents is not a part of this Financing Agreement and is only for convenience of reference.) Section 1. Section 2. Section 3. Section 4. Section 5. Section 6. Section 7. Section 8. Section 9. Section 10. Section 11. Section 12. Section 13. Section 14. Section 15. Section 16. Section 17. Section 18. Section 19. Section 20. EXHIBIT A EXHIBIT B EXHIBIT C EXHIBIT D 4187\26\445650.12 Page Definitions. 2 Representations by the County. 4 Representations by the Companies. 5 Representations by the Paying Agent. 6 Authorization, Terms, Repayment, Form, and other Details of Note. 6 Creation of Pledged Revenues Fund and Administrative Expense Account therein; Disbursements from Pledged Revenues Fund. 15 Disbursements from the Escrow Account. 16 Completion of the Project if Funds Insufficient. 16 Facility Use Fees. 16 No Warranty of Condition or Suitability by the County. 17 Duties and Responsibilities of the Paying Agent. 17 Default and Remedies. 18 Protection for County. 20 Protection for the Companies 21 Discharge of this Agreement. 21 Actions by County. 21 Reimbursement of County Costs 21 Notices. 21 Miscellaneous. 23 Payments Due on Holidays. 24 A-1 B-1 C-1 D-1 i FINANCING AGREEMENT THIS FINANCING AGREEMENT, dated as of August 5, 1998, by and among PITKIN COUNTY, COLORADO, a political subdivision duly organized and validly existing under the laws of the State of Colorado (the "County"), THE HERTZ CORPORATION, AVIS RENT -A -CAR SYSTEM, INC., FARABEE ADVENTURES INC., EAGLE RENT -A -CAR, INC. and WESTRAC, INC. (each a "Company" and collectively, the "Companies"), and ZIONS FIRST NATIONAL BANK, a national banking association duly organized and validly existing under the laws of the United States of America (the "Paying Agent"); WITNESSETH: WHEREAS, the County is authorized by the County's home rule charter (the "Charter") and the County and Municipality Development Revenue Bond Act, constituting Article 3, Title 29 of Colorado Revised Statutes (the "Act"), to finance "projects" (as such term is defined in the Act) upon such terms and conditions as the Board of County Commissioners of the County (the "Board") may deem advisable; and WHEREAS, the County is further authorized by the Charter and the Act to issue its revenue obligations for the purpose of defraying the cost of financing any such project, to secure the payment of such obligations as provided in the Act and to enter into financing agreements with others for the purpose of providing revenues to pay such obligations upon such terms and conditions as the Board may deem advisable; and WHEREAS, the County is the owner and operator of the Aspen/Pitkin County Airport (the "Airport") located near Aspen, Colorado and through a Request for Qualifications and Invitation to Bid, as amended (the "RFQ/ITB") selected each of the Companies to serve as the rental car concessionaires at the Airport for six -year terms, commencing on May 1, 1996; and WHEREAS, the RFQ/ITB required that the Companies construct an integrated modern car - wash facility and an above -ground fueling system (the "Project") on the Airport and pay for the costs thereof; and WHEREAS, the Companies have previously deposited with the County, who has remitted such monies to the Paying Agent as escrow agent under the Escrow Agreement (as defined herein), the sum of $59,000 per Company as an initial deposit for the costs of the Project, and the Companies will deposit the remaining amounts necessary to complete the Project with the Paying Agent as escrow agent under the Escrow Agreement; and WHEREAS, the Companies have requested the County to issue its revenue promissory notes in an amount sufficient to repay the Companies for the costs of the Project, plus interest thereon at the rate of ten and one-half percent (10.5%) per annum; and 4187\261445650.12 WHEREAS, pursuant to and in accordance with the Charter and the Act, the County proposes to provide for the reimbursement to the Companies for the costs of the Project by the issuance of its revenue promissory notes; and WHEREAS, the Paying Agent has agreed in an Escrow Agreement dated as of April 1, 1996 (the "Escrow Agreement") by and among the Paying Agent, as escrow agent thereunder, and the Companies, attached hereto as Exhibit A, to hold and invest the moneys held by it in an escrow account (the "Escrow Account") for the purpose of paying the costs of the Project from moneys deposited in the Escrow Account by the Companies; and WHEREAS, the County proposes to issue its revenue promissory notes to the Companies and the Companies desires to acquire such notes from the County upon the terms and conditions as hereinafter in this Financing Agreement set forth; NOW, THEREFORE, for and in consideration of the premises and the mutual covenants hereinafter contained, the parties hereto formally covenant, agree and bind themselves as follows: Section 1. Definitions. The following terms, except where the context indicates otherwise, shall have the respective meanings set forth below: "Act" means Article 3, Title 29 of Colorado Revised Statutes, as amended. "Administrative Expenses" means the reasonable and necessary fees and expenses incurred or imposed by the County or the Paying Agent pursuant to this Agreement or otherwise relating to the Notes. "Administrative Expense Account" means the account within the Pledged Revenues Fund by such name created hereunder for the payment of Administrative Expenses. "Agreement" means this Financing Agreement and any amendments and supplements hereto. "Airport" means the Aspen/Pitkin County Airport located near Aspen, Colorado. "Authorized Company Representative" means the person or persons designated from time to time to act on behalf of each Company by written certificate furnished to the County and the Paying Agent containing the specimen signature of such person and signed on behalf of such Company by an authorized officer of such Company. Such certificate may designate an alternate or alternates. Each Authorized Company Representative may appoint another Authorized Company Representative from another Company to act on its behalf by delivering a written certificate furnished to the County and the Paying Agent indicating the same. "Authorized County Representative" means the person or persons designated from time to time to act on behalf of the County by written certificate furnished to the Companies and the Paying Agent containing the specimen signature of such person and signed on behalf of the County by the 4187126\445650.12 2 Chairman or Vice Chairman of the Board of County Commissioners of the County. Such certificate may designate an alternate or alternates. "Board" means the Board of County Commissioners of the County, or any successor governing body of the County. "Charter" means the County's home rule charter, as amended from time to time. "Companies" means, collectively, (i) The Hertz Corporation, a Delaware corporation, Avis Rent-A-Car System, Inc., a Delaware corporation, Farabee Adventures Inc., a Utah corporation, a licensee of Budget Rent-A-Car Systems, Inc., Eagle Rent-A-Car, Inc., a Colorado corporation, and Westrac, Inc., a Colorado corporation, a licensee of Thrifty Rent a Car, Inc. and (ii) any surviving, resulting or transferee company. "Company" means any of the Companies. "Concession Agreement" means each of the License and Use Agreements, by and among the County and each of the Companies relating to the Facility. "County" means Pitkin County, Colorado, or any political subdivision succeeding to its rights and obligations under this Agreement. "Escrow Account" means the Escrow Account held by the Paying Agent (in its capacity as escrow agent) pursuant to the Escrow Agreement. "Escrow Agreement" means the Escrow Agreement dated as of April 1, 1996, by and among the Paying Agent, as escrow agent thereunder, and the Companies. "Facility" means that portion of the Airport leased by the County to each of the respective Companies pursuant to the Lease Agreement. "Facility Use Fee Resolution" means the resolution of the County duly adopted on 1998, attached hereto as Exhibit B, imposing a Facility Use Fee to be paid by all individual on - Airport customers of the Companies. "First Payment Date" means the last business day of the first calendar month following completion of construction of the Project. Completion of construction of the Project will be deemed to have occurred in accordance with the Escrow Agreement. "Interest Component" means the simple interest on each Note to be paid to each Company, which amount shall be calculated each month on the unpaid balance of the Principal Component at the Interest Rate. The Interest Component shall include a net amount necessary for moneys previously deposited by the Company into the Escrow Account, to earn an amount equal to the Interest Rate, which amount shall be equal to $8,965.26 per Company. 4187126\445650.12 3 "Interest Rate" means ten and one-half percent (10.5%) per annum. "Lease Agreement" means the Joint Lease Agreement, by and among the County and each of the Companies for the lease by the County to the Companies of the Facility. "Maturity Date" means the earlier to occur of (i) repayment in full of the Notes, and (ii) April 30, 2005. "Notes" means the Pitkin County, Colorado Taxable Revenue Promissory Note (Rental Car Project) Series 1998 to be issued pursuant to this Agreement. "Paying Agent" means Zions First National Bank, or any person succeeding to its rights and obligations under this Agreement. "Person" means any natural person, firm, association, trust, partnership, corporation or public body. "Pledged Revenues" means the Facility Use Fee charged and collected by each Company from each motor vehicle rental agreement under its Licence and Use Agreement with the County, as such Facility Use Fee is more further described in the Facility Use Fee Resolution. "Pledged Revenues Fund" means the fund by such name created hereunder into which the Pledged Revenues shall be deposited. "Principal Component" means the principal amount of each Note held by a Company, which amount shall be equivalent to the total amount of moneys deposited by the Company into the Escrow Account for such Company's share of the cost of the Project, as further described in Exhibit C hereto. "Project" means the acquisition, demolition, construction and equipping of an integrated modern car -wash facility and an above -ground fueling system at the Airport for use by the Companies. "Project Costs" means all costs of the acquisition, construction, equipping and financing of the Project including, but not limited to, reimbursement of portions of the out-of-pocket costs incurred by the County or the Companies, in connection with the issuance of the Notes as specified herein. Section 2. Representations by the County. The County represents that: (a) The County is a home rule county duly organized and validly existing under the laws and Constitution of the State of Colorado. Under the provisions of the Charter, the Act, and the Facility Use Fee Resolution, the County has the power to enter into this Agreement, to carry out the transactions contemplated hereby and to carry out its obligations hereunder. 4187\26\445650.12 4 By proper action the County has duly authorized the execution and delivery of this Agreement. (b) The County will issue the Notes in the aggregate principal amount of $1,046,379.21. The County shall cause the Notes to be delivered to the Companies, or a depository therefor, to reimburse the Companies for the costs of the Project. The Notes will be issued under the Act and this Agreement and will mature, bear interest, be prepayable and have the other terms and provisions set forth in this Agreement. (c) To the best of the County's knowledge, neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement, conflicts with or results in a breach of any of the terms, conditions or provisions of any agreement or instrument to which the County is now a party or by which it is bound or constitutes a default under any of the foregoing or results in the creation or imposition of any prohibited lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of the County under the terms of any instrument or agreement. Section 3. Representations by the Companies. The Companies represent that: (a) Each Company is a corporation duly organized under the laws of the state in which it was incorporated, and is in good standing under the laws of the State of Colorado. (b) Each Company has the power to enter into and to perform and observe the covenants and agreements on its part contained in this Agreement, the Escrow Agreement, the Lease Agreement and the Facility Use Fee Resolution, and by proper corporate action has duly authorized the execution and delivery of this Agreement, the Lease Agreement and the Escrow Agreement. (c) The execution and delivery of this Agreement, the Lease Agreement and the Escrow Agreement, consummation of the transactions contemplated hereby, thereby, or by the Facility Use Fee Resolution, the fulfillment of or compliance with the terms and conditions of this Agreement, the Escrow Agreement, the Lease Agreement or the Facility Use Fee Resolution will not conflict with or result in a breach of any of the terms, conditions or provisions of any agreement or instrument to which any of the Companies is now a party or by which any of them is bound or constitute a default under any of the foregoing or result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of the Companies under the terms of any instrument or agreement, other than the Agreement, the Escrow Agreement, the Lease Agreement or the Facility Use Fee Resolution. (d) The total cost of the Project is at least equal to the aggregate Principal Component of the Notes, and the proceeds of the Note will be used to reimburse the Companies for the costs of the Project. 4187126\445650.12 5 (e) The Companies will impose, collect and transfer to the Paying Agent the Pledged Revenues in accordance with the terms of this Agreement and the Facility Use Fee Resolution. (f) Simultaneously with the County's issuance of the Notes, the Companies will deposit into the Escrow Account established by the Escrow Agreement, an amount equal to the Principal Component, less amounts previously deposited by the Companies into such Escrow Account. Section 4. Representations by the Paying Agent. (a) The Paying Agent is a corporation duly organized under the laws of the state in which it was incorporated, and is in good standing under the laws of the State of Colorado. (b) The Paying Agent has the power to enter into and to perform and observe the covenants and agreements on its part contained in this Agreement and the Escrow Agreement, and by proper corporate action has duly authorized the execution and delivery of this Agreement and the Escrow Agreement. (c) The execution and delivery of this Agreement and •the Escrow Agreement, consummation of the transactions contemplated hereby, thereby, or by the Facility Use Fee Resolution, the fulfillment of or compliance with the terms and conditions of this Agreement, the Escrow Agreement or the Facility Use Fee Resolution will not conflict with or result in a breach of any of the terms, conditions or provisions of any agreement or instrument to which the Paying Agent is now a party or by which it is bound or constitute a default under any of the foregoing. Section 5. Authorization, Terms, Repayment, Form, and other Details of Note. (a) Authorization of Notes. There is hereby authorized to be issued hereunder the Notes in the aggregate principal amount of $1,046,379.21 and designated as "Pitkin County, Colorado Taxable Revenue Promissory Note (Rental Car Project) Series 1998." The County agrees to issue the Notes to the Companies to reimburse the Companies for the Project Costs in the aggregate principal amount of $1,046,379.21. The total authorized principal amount of the Notes that may be issued and outstanding hereunder may exceed the amount specified in the first sentence of this Section 5(a) if the Companies are required to make additional contributions to the Escrow Account to finance the costs of the Project, in which case new Notes shall be issued to the Companies in an amount equivalent to such increased contributions by the Companies; provided, however, in no event shall the aggregate principal amount of such additional Notes exceed twenty-five percent (25%) of the original aggregate principal amount of Notes issued hereunder. The Notes shall be executed by the manual or facsimile signature of the Chairperson or Vice -Chair of the Board of County Commissioners of the County, attested by the manual or facsimile signature of the County Clerk and Recorder, and authenticated by the manual signature of an officer of the Paying Agent. 4187\261445650.12 6 (b) Terms of Notes. The Notes shall be issuable as fully registered Notes without coupons in denominations equal to the Principal Component for each Company. The Notes shall be dated as of their respective dates of delivery and shall be payable to the respective Companies as registered owners thereof. The Principal Component and Interest Component on the Notes shall be payable from the Pledged Revenues monthly on the last business day of each month, commencing on the First Payment Date, until the Maturity Date, unless the Principal Component and Interest Component have been fully paid prior thereto, as more fully described herein. (c) Repayment of Notes. From its monthly receipt of Pledged Revenues pursuant to the Facility Use Fee Resolution and this Agreement, the Paying Agent shall make payment on the Notes to each Company (after payment of Administrative Expenses of the Paying Agent and the County and certain other expenses as described herein) by distributing to each Company its pro rata share of the Pledged Revenues so received by the Paying Agent, calculated on the basis of the Principal Component of the Note owned by each Company, as evidenced by Exhibit C to this Agreement. The Pledged Revenues so distributed by the Paying Agent shall be applied first toward the repayment of the Interest Component of each Company's Note, .tom toward the repayment of the Principal Component of each Company's Note, until the earlier to occur of (i) repayment of all Interest Components and Principal Components on the Notes, or (ii) the Maturity Date. At least once every three months, the County shall calculate or cause to be calculated, and provide to the Paying Agent and Companies, a statement of the amount of each monthly payment of Pledged Revenue which was applied to the Interest Component and to the Principal Component of each Company's Note in each of the preceding three months. Upon the request of a majority in interest of the Companies, but no more frequently than annually, the County shall cause an independent calculation of such amounts to be made, and the costs of such calculation, if any, shall be considered a cost of audit of the Facility Use Fees and shall be reimbursable under Section 6 below. The Notes shall automatically be deemed to be discharged in full on the Maturity Date. whether or not all Interest Components and Principal Components have been repaid in full. and the Companies shall have no further claim for payment of the Notes after the Maturity Date. The final payment of the Principal Component of each Note shall be made upon presentation and surrender of the Note for cancellation at the principal office of the Paying Agent, and payment of the Interest Component and the Principal Component prior to the final payment of the Note shall be made by the Paying Agent by wire bank transfer or by check or draft delivered or mailed, by certified mail, to the Companies. All payments on the Notes shall be made in lawful money of the United States of America. (d) Transfer Restriction. A Company's Note or Notes may only be transferred, in whole by the Company to another rental car company which has become such Company's successor under its Concession Agreement with the County. Prior to such transfer, such Note or Notes transfer shall be approved in writing by the County by execution of the form of assignment of the Note or Notes. The foregoing transfer restriction shall not be construed, however, to prevent a Company from pledging its Note as collateral to a third Person. 4187\26\445650.12 7 (e) Limited Obligation. The Notes shall be special, limited obligations of the County, payable solely from the Pledged Revenues in the manner described in this Agreement; the Notes shall never constitute a debt, indebtedness or multiple fiscal year direct or indirect debt or other financial obligation of the County, the State of Colorado or any other municipality, county or political subdivision of the State of Colorado, within the meaning of the Constitution or statutes of the State of Colorado or the home rule charter of the County or of any other municipality, county or political subdivision of the State of Colorado; and the Notes shall never constitute nor give rise to any pecuniary liability of, or charge against the general credit or taxing powers of, the County, the State of Colorado or any other municipality, county or political subdivision of the State of Colorado. (f) Form of Note. The Notes shall be in substantially the following form with such appropriate variations, omissions and insertions as permitted or required by this Agreement: 4187\26\445650.12 8 No. R- [FORM OF NOTE] UNITED STATES OF AMERICA STATE OF COLORADO PITKIN COUNTY TAXABLE REVENUE PROMISSORY NOTE (RENTAL CAR PROJECT) SERIES 1998 Maturity Date April 30, 2005 Principal Component REGISTERED OWNER: [Insert Name of Rental Car Company] PRINCIPAL AMOUNT: DOLLARS BY REGISTRATION OF THIS NOTE, THE OWNER HEREBY AGREES NOT TO OFFER, SELL, OR TRANSFER THIS NOTE NOR ANY BENEFICIAL INTEREST HEREIN TO A THIRD PARTY PURCHASER WITHOUT COMPLYING WITH THE TERMS FOR SUCH TRANSFER CONTAINED IN THE FINANCING AGREEMENT DATED AS OF AUGUST 5, 1998 BY AND AMONG PITKIN COUNTY, COLORADO, ZIONS FIRST NATIONAL BANK, AND THE COMPANIES (AS DEFINED IN SUCH FINANCING AGREEMENT). PITKIN COUNTY, COLORADO (the "County"), for value received, hereby promises to pay (but only out of the sources hereinafter mentioned) to the registered owner hereof, or registered assigns, the Principal Component as specified above, plus the Interest Component (as defined in the Financing Agreement) on the unpaid balance at the rate of 10.5% per annum, on the last business day of each month (each an "Interest Payment Date"), commencing on the First Payment Date, which is the last business day of the first calendar month following completion of construction of the Project. Principal and interest on this Note shall be paid at the principal corporate trust office of Zion's First National Bank, Denver, Colorado, or at such other office as it may designate, or at the duly designated office of any duly appointed alternate or successor Paying Agent, or by wire bank transfer, in any coin or currency of the United States of America which, at the time of payment is legal tender for the payment of public and private debts. This Note is one of a duly authorized series of taxable revenue promissory notes limited in aggregate principal amount to $1.046,379.21 (the "Notes") executed under a duly adopted resolution of the County (the "Resolution") and the Financing Agreement dated as of August 5, 1998 by and among the County, the Paying Agent and the Companies identified therein (the "Financing Agreement"), for the purpose of providing funds to reimburse the Companies for the financing, 4187\26\445650.12 9 acquisition, demolition, construction and equipping of certain airport facilities (the "Facilities") for lease to certain car rental companies (the "Companies"). THIS NOTE SHALL CONSTITUTE A SPECIAL, LIMITED OBLIGATION OF THE COUNTY PAYABLE SOLELY OUT OF PLEDGED REVENUES FOR THE BENEFIT OF THE OWNER HEREOF; THE OWNER HEREOF MAY NOT LOOK TO ANY GENERAL OR OTHER FUND OF THE COUNTY (OTHER THAN THE FUNDS AND ACCOUNTS CREATED UNDER THE FINANCING AGREEMENT) FOR THE PAYMENT OF THIS NOTE, EXCEPT THE DESIGNATED SECURITY PLEDGED THEREFOR; THIS NOTE SHALL NEVER CONSTITUTE THE DEBT OR INDEBTEDNESS OF THE COUNTY, THE STATE OR ANY COUNTY, MUNICIPALITY OR POLITICAL SUBDIVISION OF THE STATE WITHIN THE MEANING OF ANY PROVISION OR LIMITATION OF THE CONSTITUTION OR THE STATUTES OF THE STATE, AND THIS NOTE SHALL NOT CONSTITUTE OR GIVE RISE TO ANY PECUNIARY LIABILITY OR FINANCIAL OBLIGATION WHATSOEVER OF OR A CHARGE AGAINST THE GENERAL CREDIT OR TAXING POWERS OF THE COUNTY, THE STATE OR ANY COUNTY, MUNICIPALITY OR POLITICAL SUBDIVISION OF THE STATE. No recourse shall be had for the payment of the principal or interest on this Note, or for any claim based hereon or on the Financing Agreement, against any member, officer, agent or employee, past, present or future, of the County or of any successor body, as such, either directly or through the County, 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 IS SUBJECT TO PREPAYMENT PRIOR TO MATURITY AS DESCRIBED IN AND IN ACCORDANCE WITH THE PROVISIONS OF THE FINANCING AGREEMENT. This Note is not valid unless the Registrar's Certificate of Authentication endorsed hereon is duly executed. This Note is secured by a pledge and assignment of Pledged Revenues under the Financing Agreement. There shall be no recourse against the County, the Companies, the Facilities or any other property now or hereafter owned by the County or the Companies other than against said Pledged Revenues. From its monthly receipt of Pledged Revenues pursuant to the Facility Use Fee Resolution and the Financing Agreement, the Paying Agent shall make payment on the Notes to each Company (after payment of Administrative Expenses of the County and the Paying Agent and certain other expenses as described in the Financing Agreement) by distributing to each Company its pro rata share of the Pledged Revenues so received by the Paying Agent, calculated on the basis of the Principal Component of the Note owned by each Company, as evidenced by Exhibit C to the Financing Agreement. The Pledged Revenues so distributed by the Paying Agent shall be applied first to accrued interest, and then to repayment of the Principal Component of each Company's Note. Payments under this Note shall continue until the earlier of (i) repayment of all Interest Components and Principal Components on the Notes, or (ii) the Maturity Date. The Notes shall automatically be deemed to be discharged in full on the Maturity Date. whether or not all Interest 4187126\445650.12 10 Components and Principal Components have been repaid in_fulL and the Companies shall have no further claim for payment of the Notes after the Maturity Date. ONLY AFTER COMPLIANCE WITH THE TRANSFER RESTRICTIONS SET FORTH IN THE FINANCING AGREEMENT, THIS NOTE IS TRANSFERABLE BY THE REGISTERED OWNER HEREOF IN PERSON OR BY HIS ATTORNEY DULY AUTHORIZED IN WRITING AT THE PRINCIPAL CORPORATE TRUST OFFICE OF THE PAYING AGENT BUT ONLY IN THE MANNER, SUBJECT TO THE LIMITATIONS AND UPON PAYMENT OF THE CHARGES PROVIDED IN THE FINANCING AGREEMENT, AND UPON SURRENDER AND CANCELLATION OF THIS NOTE. UPON SUCH TRANSFER, A NEW REGISTERED NOTE OF THE SAME MATURITY, OF AUTHORIZED DENOMINATION OR DENOMINATIONS, FOR THE AN AGGREGATE PRINCIPAL AMOUNT WHICH TAKES INTO ACCOUNT ALL SUCH PAYMENTS OF PRINCIPAL ON THE NOTE WILL BE ISSUED TO THE TRANSFEREE IN EXCHANGE THEREFOR. By its acceptance of this Note, the Registered owner has acknowledged that the Notes are not being registered under the Securities Act of 1933, as amended, and are not being registered or otherwise qualified for sale under the "Blue Sky" laws and regulations of any State. In any case where the date of maturity of interest on or principal of the Notes or the date fixed for redemption of any Notes shall be a Saturday or Sunday, a legal holiday or a day on which banking institutions in the county of payment are authorized by law to close or is not otherwise a business day, then payment of interest or principal shall be made on the immediately preceding business day with the same force and effect as if made on the date of maturity or the date fixed for redemption. This Note and all other Notes of the issue of which it forms a part are issued pursuant to and in full compliance with the Constitution and laws of the State of Colorado, the Colorado County and Municipality Development Revenue Bond Act and the Financing Agreement. This Note and the issue of which it forms a part are special, limited obligations of the County payable solely from Pledged Revenues. IT IS HEREBY CERTIFIED, RECITED AND DECLARED that all acts and conditions required to be ,performed precedent to and in the execution and delivery of the Financing Agreement and the issuance of this Note have been performed in due time, form and manner as required by law, and that the issuance of this Note does not exceed or violate any constitutional or statutory limitation. 4187126\445650.12 11 IN WITNESS WHEREOF, Pitkin County, Colorado has caused this Note to be executed by the manual or facsimile signature of its Chairman or Vice -Chair of the Board of County Commissioners, to have impressed or printed hereon its corporate seal or a facsimile thereof and to be attested by the manual or facsimile signature of its County Clerk, all as of this 5th day of August, 1998, which shall be the dated date of this Note. [SEAL] PITKIN COUNTY, COLORADO Attest: County Clerk 4187\26\445650.12 By: Chairman or Vice -Chair of Board of County Commissioners 12 [FORM OF CERTIFICATE OF AUTHENTICATION] This Note is one of the Notes described in the within mentioned Financing Agreement. Date of Authentication: ZIONS FIRST NATIONAL BANK 4187126\445650.12 13 By Authorized Signatory (Form of Assignment) For value received, the undersigned hereby sells, assigns and transfers unto the within Note and hereby irrevocably constitutes and appoint attorney, to transfer the same on the books to the Registrar, with full power of substitution in the premises. Dated: Signature Guaranteed: Signature guarantee should be made by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Paying Agent. Address of transferee: Social Security or other tax Assignment of this Note is hereby identification number of transferee: approved by Pitkin County, Colorado County Clerk and Recorder NOTE: The signature of this Assignment must correspond with the name as written on the face of the within Note in every particular, without alteration or enlargement or any change whatsoever, and this Assignment shall not be valid unless it is manually signed by the County Clerk and Recorder of Pitkin County, Colorado. 4187\261445650.12 (End of Form of Assignment) [END OF FORM OF NOTE] 14 (g) Replacement of Lost or Damaged Note. Upon receipt by the County of evidence satisfactory to it of the loss, theft, destruction or mutilation of any Note and in case any Note is lost, stolen or destroyed, of indemnity satisfactory to it, and upon surrender and cancellation of the Note if mutilated, the County, at the expense of the Company so requesting, shall execute and deliver a replacement Note. Such expense, which the County may require to be paid in advance, may include the costs of investigation, printing, insurance or indemnity premiums, counsel fees, travel and communications. (h) Execution of Note. Upon initial issuance, transfer, reissuance, or exchange, the Notes shall be executed on behalf of the County with the official manual or facsimile signature of the Chairman of the Board of County Commissioners, shall be attested with the official manual or facsimile signature of its Clerk and Recorder and shall have impressed thereon the manual or facsimile of the corporate seal of the County. In case any officer who shall have signed the Notes shall cease to be such officer of the County before the Notes have been delivered, the Notes with the signature thereto affixed may nevertheless be delivered by the County as though the person or persons who signed the Notes had remained in office. Section 6. Creation of Pledged Revenues Fund and Administrative Expense Account therein; Disbursements from Pledged Revenues Fund There is hereby created the "Pledged Revenues Fund" and the "Administrative Expense Account" within such Fund, to be held by the Paying Agent. Within such Pledged Revenues Fund the Paying Agent shall also establish separate sub -accounts for each Company into which each Company's Pledged Revenues are to be deposited. All Pledged Revenues collected by the Companies pursuant hereto and to the Facility Use Fee Resolution shall be remitted to the Paying Agent, no later than the twentieth day of each month, in an amount equal to the total amount of Pledged Revenues collected by each Company for the immediately preceding month, for deposit into each Company's account within the Pledged Revenues Fund. On the last business day of each month, commencing on the First Payment Date, the Paying Agent shall apply the amounts on deposit in the Pledged Revenues Fund as follows: first, to the Administrative Expense Account for payment therefrom 100% of the Paying Agent's accrued but unpaid Administrative Expenses to such date, second, to the Administrative Expense Account for payment therefrom 20% of the County's total Administrative Expenses based upon a certificate of the Authorized County Representative delivered to the Paying Agent until all of the County's Administrative Expenses have been paid in full, third, to the payment when due of any fees or expenses pertaining to an audit of the Facility Use Fees, and fourth, to the Companies for payment of the Notes in accordance with provisions hereof. Prior to the First Payment Date, the Paying Agent shall be entitled to use the moneys on deposit in the Administrative Expense Account to pay the Paying Agent's Administrative Expenses and for the payment of any fees and expenses pertaining to an audit of the Facility Use Fees. The Paying Agent is directed to invest moneys in the Funds held hereunder in the Dreyfus Treasury Cash Management Money Market Fund (Investor Shares) (the "Fund"). The Fund is rated "AAA" by S&P and Moody's and invests in U.S. Treasury bills, notes and direct obligations of the U.S. Treasury and in repurchase agreements fully collateralized by such obligations. Any interest earnings from such investment shall be credited upon receipt by the Paying Agent. The Companies acknowledge receipt of a prospectus for the Fund which describes the fees paid to the Paying Agent 4187\26\445650.12 15 for servicing the Fund and which states that it is not an FDIC -insured bank deposit,, is not an obligation of or guaranteed by Paying Agent or Zions First National Bank or its affiliates and may involve investment risk, including loss of principal. The Companies acknowledge that pursuant to national banking regulations, they have been informed that they are entitled to receive separate written notification of every security transaction effected for their account(s) and wish to waive receipt of such notification in view of the inclusion of such information in the transaction statement(s) regularly provided to them by the Paying Agent. Upon receipt of instructions from each of the Authorized Company Representatives, the Paying Agent may be instructed to invest moneys in the Funds held hereunder in other investments. Such monies may be invested in other funds if so directed by a simple majority of Companies and County, provided that such other funds be rated "AAA" by Standard & Poor's Ratings Services and Moody's Investors Services and invests in U.S. Treasury bills, notes and direct obligations of the U.S. Treasury and in repurchase agreements fully collateralized by such obligations. Section 7. Disbursements from the Escrow Account. The Paying Agent, as Escrow Agent under the Escrow Agreement and as Paying Agent hereunder shall use all of the amounts on deposit in the Escrow Account to pay the costs of the Project, as provided herein and in the Escrow Agreement. Notwithstanding the provisions of paragraph 10 of the Escrow Agreement, any amounts which would have been returned to the Companies from the Escrow Account pursuant to said paragraph, including accrued interest, and any interest accrued on the Escrow Account after the date of issuance of the Notes shall instead be transferred on a monthly basis to the Pledged Revenue Fund, and shall be accounted for and distributed as if they were Pledged Revenues. Section 8. Completion of the Project if Funds Insufficient The Companies acknowledge that the moneys in the Escrow Account available for payment of the costs of the Project may not be sufficient to pay the costs of the Project in full, and agree to complete the Project and to make additional deposits into the Escrow Account to pay each Company's portion of the cost of the Project in excess of the moneys available therefor in the Escrow Account from any moneys legally available for such purpose. The County does not make any warranty either express or implied, that the moneys which will be paid into the Escrow Account will be sufficient to pay all of the costs of the Project. If the Companies are required to pay such additional amounts into the Escrow Account, subject to the limitations set forth in Section 5(a), the Companies shall be issued an additional Note or Notes by the County with a Principal and Interest Component that reflects each Company's additional payments into the Escrow Account. Section 9. Facility Use Fees. The Companies and the County hereby agree as follows: (a) The Facility Use Fee shall be collected, distributed, and administered as provided in the Facility Use Fee Resolution. (b) All Facility Use Fees collected by the Companies shall be accounted for separately from each Company's other sources of revenues or receipts (but may be commingled with other funds held by the Company); be regarded as trust funds held by each Company as agent, for the beneficial interest of the Paying Agent and payment of costs of 4187\26\445650.12 16 the Project; be property in which each Company holds only a possessory interest and not an equitable interest; and be pledged by each Company for costs of the Project. (c) Upon the request of the County, each Company shall agree to furnish to the County and the Paying Agent, in form reasonably acceptable to the County, all supporting documents and information to enable the County to conduct at the Companies expense an audit to determine that the proper amount of Facility Use Fees have been collected by such Company for such month. Each Company shall agree to maintain books and records sufficient to document receipt by the Company and payment to the Paying Agent of the Facility Use Fees required to be charged and collected hereunder and under the Facility Use Fee Resolution. Each Company shall allow the County access during reasonable hours to such books and records. (d) The Facility Use Fee shall be set initially and adjusted annually by the County in accordance with the terms of the Facility Use Fee Resolution. Section 10. No Warranty of Condition or Suitability by the County. The County makes no warranty, either express or implied, as to the Project or that it is or will be suitable for the Companies purposes or needs. Section 11. Duties and Responsibilities of the Paying Agent. (a) The Paying Agent hereby accepts and agrees to execute the duties hereby created, but only upon the terms set forth in this Agreement and no implied covenants or obligations shall be read into this Agreement against the Paying Agent. (b) The Paying Agent shall be under no responsibility or duty with respect to the application by any other party of any moneys paid by the Paying Agent to another party in accordance with this Agreement. The Paying Agent shall not be under any obligation or duty to perform any act which would involve it in expense or liability or to institute or defend any suit in respect thereof, or to advance any of its own moneys, unless properly indemnified. The Paying Agent shall not be liable in connection with the performance of its duties hereunder, except for its own negligence, misconduct or default. (c) The Paying Agent, prior to the occurrence of an Event of Default and after the curing of all Events of Default which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. Without limiting the foregoing, the Paying Agent shall have no right or obligation to take any action hereunder or with respect to any actions or omissions of any party to any hereto. (d) Any provision of this Agreement relating to action taken or to be taken by the Paying Agent or to evidence upon which the Paying Agent may rely shall be subject to this Section. The Paying Agent, upon receipt of any notice, resolution, request, consent, order, certificate, report, opinion, bond or other paper or document furnished to it pursuant to this Agreement, shall examine such instrument to determine whether it conforms to the requirements of this Agreement and shall 4187\26\445650.12 17 be protected in acting upon any such instrument believed by it to be genuine and to have been signed or presented by the proper party or parties. The Paying Agent may consult with counsel, which may or may not be counsel to the Companies, and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it under this Agreement in good faith and in accordance therewith. Whenever the Paying Agent shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action under this Agreement, such matter (unless other evidence in respect thereof be therein specifically prescribed) may be deemed to be conclusively proved and established by a certificate of an Authorized County Representative or an Authorized Company Representative, as the case may be, and such certificate shall be full warrant for any action taken or suffered in good faith under this Agreement upon the faith thereof; but in its discretion the Paying Agent may in lieu thereof accept other evidence of such fact or matter or may require such further or additional evidence as it may deem reasonable. (e) The Paying Agent shall be entitled to receive from time to time such compensation as may be required to perform its duties hereunder, including but not limited to, reasonable compensation for all services rendered under this Agreement, and also all reasonable expenses, charges, counsel fees and other disbursements, including those of its attorneys, agents and employees, incurred in and about the performance of their powers and duties hereunder. (f) The Paying Agent may resign at any time on 30 days prior written notice to the County and the Companies. The County or the Companies shall have the right to remove the Paying Agent at any time with or without cause. If the Paying Agent initially appointed hereunder shall resign, or be removed, the County may, upon notice mailed to the Companies, appoint a successor Paying Agent. Any such paying Agent shall be a bank or trust company in good standing located in or incorporated under the laws of Colorado, duly authorized to exercise the powers specified hereunder, and subject to examination by federal or state authority, and having a shareholder equity (e.g. capital stock, surplus and individual profits), however denominated, of not less than $5,000,000. Section 12. Default and Remedies. (a) Events of Default. The following shall be "events of default" under this Agreement and the term "event of default" or "default" shall mean, whenever it is used in this Agreement, any one or more of the following events: 4187\26\445650.12 (i) The Paying Agent shall fail to remit from the Pledged Revenues received by the Paying Agent payments to the County for the payment of its Administrative Expenses or to any of the registered owners of the Notes when due hereunder within 5 business days of the date on which such amount is due. (ii) The Paying Agent shall not have received the prior month's Pledged Revenues from a Company within 7 days of the date due, provided a notice is sent to such Company substantially in the form of Exhibit D hereto. 18 (iii) The Paying Agent shall have received written notice from the County that any Company shall have failed to observe and comply with any covenant or agreement made by it herein, and such default shall have continued unremedied for a period of 30 days after written notice, specifying such failure and requesting that it be remedied, given to such Company by the Paying Agent. (iv) The Paying Agent shall have received written notice from the County that an "Event of Default," under either the Escrow Agreement, the Lease Agreement, the Concession Agreement or the Facility Use Fee Resolution shall have occurred and be continuing. If the Paying Agent has not received the prior month's Pledged Revenues from any Company by the 20`h day of any month as required hereby, the Paying Agent shall within two business days of the 20th day of such month transmit by overnight mail or by fax to the Company in question, the other Companies and the County a notice in substantially the form set forth as Exhibit D hereto. (b) Waiver and Cure of Defaults. A Company shall not be deemed to be in default under this Agreement after the event of default has been cured to the reasonable satisfaction of the County and a simple majority of non -defaulting Companies. Any event of default and the consequences thereof, including any acceleration, may be waived in writing at any time by the County and a simple majority of non -defaulting Companies. In the event any agreement contained in this Agreement should be breached by any party and thereafter waived by the other parties, such waiver shall be limited to the particular breach so waived and shall not be deemed to waive any other breach hereunder. (c) Remedies. If any event of default shall have occurred and is continuing, the County and a simple majority of non -defaulting Companies may enforce the provisions of this Agreement by appropriate legal proceedings for the specific performance of any covenant or agreement contained herein or for the enforcement of any other appropriate legal or equitable remedy and may recover damages caused by any breach by the Companies of the provisions of this Agreement, including court costs, reasonable fees of counsel and other costs and expenses incurred in enforcing the obligations of the Companies hereunder. (d) Failure of the County or the Paying Agent to Perform Obligation. If the County shall fail to observe or perform any covenant, condition agreement or provision contained in this Agreement or the Notes, the Companies or the Paying Agent may take whatever legal proceedings maybe required to compel full performance by the County of its obligations, and, in addition thereto, the Paying Agent may, to whatever extent it deems appropriate for its own protection, perform any such obligation in the name of the County and on its behalf. Any judgment against the County shall be enforceable only against the funds and accounts attributable to the Notes and this Agreement in the hands of the Companies or the Paying Agent. There shall not be authorized any deficiency judgment against the general credit of the County. If the Paying Agent shall fail to observe or perform any covenant, condition, agreement or provision contained in this Agreement, the Companies or the County may take 4187\26\445650.12 19 whatever legal proceedings may be required to compel full performance by the Paying Agent of its obligations hereunder. (e) Remedies Cumulative. The rights and remedies of the Paying Agent, the Companies and of the County provided herein shall be cumulative and shall not exclude any other rights and remedies allowed by law. No failure of the Companies, the Paying Agent or the County to insist upon a strict performance of any obligation hereunder, or to exercise any remedy for -any violation thereof, shall be taken as a waiver for the future of the right to insist upon strict performance of the same or any other obligation or to exercise any remedy for the violation thereof, except as provided in subsection (b) of this Section. Section 13. Protection for County. (a) Responsibility. The County (which for the purposes of this Section shall include its officers, employees and agents) shall be entitled to the advice of counsel (who may be counsel for either the Companies or the Paying Agent) and shall be protected as to action taken or action omitted in reliance on such advice. The County may rely conclusively on any notice, certificate or other document furnished to it hereunder and reasonably believed by it to be genuine. The County shall not be liable for any action (i) taken by it in good faith and reasonably believed by it to be within any discretion or power conferred upon it, or (ii) in good faith omitted to be taken by it because reasonably believed to be beyond the discretion or power conferred upon it, or (iii) taken by it pursuant to any direction or instruction by which it is governed hereunder or (iv) omitted to be taken by it by reason of the lack of a direction or instruction required hereby for such action; nor shall the County be responsible for the consequences of any error of judgment reasonably made by it. The County shall in no event be liable for the application or misapplication of funds, or for other acts or defaults, by any person, except its own officers, employees and agents. A permissive right or power to act shall not be construed as a requirement to act. The County shall be obligated to perform its covenants hereunder only after receiving written request therefor and after arrangements have been made for payment of its expenses related hereto. (b) Consents or Approvals by County. No consent, approval or other concurrence required by the County hereby shall be unreasonably withheld; but, in giving such consent or approval, or in exercising any discretion or in making any determination, the County may consider the interests of the public, which shall include without limitation the anticipated effect of any transaction on County revenues and employment, as well as the interests of the Companies and the Paying Agent; however, nothing in this Agreement shall be construed as conferring on any person other than the Companies or the Paying Agent any right to notice, hearing or participation in the County's consideration, and nothing in this subsection shall be construed as conferring on the Companies or the Paying Agent any rights additional to those conferred elsewhere in this Agreement. (c) No Personal Liability. No recourse shall be held by the Companies or the Paying Agent for any claim based on this Agreement or the Notes against any officer, employee or agent of the County alleging personal liability on the part of such person, unless such claim is based upon the bad faith, fraud or deceit of such person. 4187126\445650.12 20 Section 14. Protection for the Companies. THE COMPANIES HAVE NOT GUARANTEED THE PAYMENT OF PRINCIPAL OF OR INTEREST ON THE NOTES, AND NO PROPERTIES OR REVENUES OF THE COMPANIES ARE PLEDGED AS SECURITY THEREFOR , OTHER THAN THE PLEDGED REVENUES. IN ADDITION, THE COMPANIES HAVE NOT GUARANTEED THE COLLECTION OR PAYMENT OF THE FACILITY USE FEES FROM PERSONS ON WHOM IT WAS CHARGED. Section 15. Discharge of this Agreement. Upon the earlier to occur of (i) April 30, 2005, or (ii) the Notes shall become due and payable in accordance with the terms hereof and the whole amount of the principal of and interest and other sums due and payable upon the Notes shall be paid, together with all other sums payable hereunder, then the right, title and interest of the Paying Agent, the Companies and the County hereunder and all covenants, agreements and other obligations of the County, the Companies and the Paying Agent hereunder shall thereupon cease, terminate and become void and be discharged and satisfied. In such event, upon the request of the County and the Companies, the Paying Agent shall execute such documents as may be reasonably required by the County and the Companies, and the Paying Agent shall turn over to the County any surplus moneys held by the Paying Agent relating to the Notes. Section 16. Actions by County. Any action which may be taken by the County hereunder shall be deemed sufficiently taken if taken on its behalf by an Authorized County Representative. Section 17. Reimbursement of County Costs. The County shall be reimbursed from Facility Use Fee revenues transferred by the Paying Agent from the Pledged Revenues Fund to the Administrative Expense Account for the following costs incurred in connection with the Project: (i) the decommissioning of the existing motor vehicle fuel farm, including environmental auditing and remediation, in an amount not to exceed $25,000, (ii) the County's attorney's fees and costs, in an amount not to exceed $25,000 and (iii) the fees and costs of the County's outside counsel and financial advisors, in an amount not to exceed $10,000. The total amount of the County's Administrative Expenses shall be certified to the Paying Agent on or prior to the Completion Date. Section 18. Notices. All notices, directions or other communications hereunder shall be in writing, shall be deemed given when received and, except as otherwise provided, shall be sent by registered or certified mail return receipt requested or delivered and receipt thereof acknowledged as follows: If to the Companies: 4187\26\445650.12 The Hertz Corporation 24690 East 78th Avenue Denver, Colorado 80249 Attention: Stephanie Tucker, Esq (303) 342-3919 (303) 342-3959 (Fax) Avis Rent-A-Car System, Inc. 900 Old Country Road Garden City, New York 11530 21 With a copy to: If to Paying Agent: If to the County: 4187\26\445650.12 Attention: James R. McCarron (516) 222-3395 (516) 222-3778 (Fax) Farabee Adventures, Inc. 415 E. AABC Aspen, CO 81611 Attention: Richard Farabee (970) 920-7682 (970) 225-0548 (Fax) Eagle Rent-A-Car, Inc. P.O. Box 9949 Aspen, CO 81612 Attention: Kyle Boyd (970) 925-2128 (970) 920-3241 (Fax) Westrac, Inc. 750 1/4 Horizon Drive Grand Junction, CO 81506 Attention: John Pabst (970) 243-7556 x404 (970) 241-1512 (Fax) Brownstein Hyatt Farber & Strickland, P.C. 410 Seventeenth Street, 22nd Floor Denver, Colorado 80202 Attention: Michael R. McGinnis, Esq. (303) 534-6335 (303) 623-1956 (Fax) Zions First National Bank 600 Seventeenth Street Denver, Colorado 80202 Attention: Corporate Trust Department Phone: (303) 534-7490 Fax: (303) 534-7495 Pitkin County 530 East Main, 3`d Floor Aspen, Colorado 81611 Attention: County Attorney (970) 920-5200 22 With a Copy to: (970) 920-5198 (Fax) Airport Manager Pitkin County Airport 0233 East Airport Road Aspen, Colorado 81611 The County, the Companies and the Paying Agent may, by notice given hereunder, designate any further or different address to which subsequent notices, directions or other communications shall be sent. A duplicate copy of each notice, direction or other communication given hereunder shall be given to each of the other parties to this Agreement. Notice under this Agreement may be waived in writing prospectively or retrospectively by the party entitled to the notice, but no waiver shall affect any notice requirement as to any other party. The rights or obligations resulting from notice properly given to one party shall not be affected by any insufficiency or absence of notice to the other party also entitled to notice. Section 19. Miscellaneous. (a) Counterparts. This Agreement may be executed and delivered in any number of counterparts, each of which shall be deemed to be an original and all of which shall constitute but one and the same instrument. (b) Binding Effect. This Agreement shall inure to the benefit of and shall be binding upon the County, the Companies and the Paying Agent and their respective successors and assigns. (c) Severability. In the event that any provision of this Agreement shall be held to be invalid or unenforceable by any court of competent jurisdiction, such invalidity or unenforceability shall not invalidate or render unenforceable any other provision hereof. (d) Captions. The captions or headings in this Agreement are for convenience of reference only and shall in no way define, limit or describe the scope or intent of any provisions or sections of this Agreement. (e) Governing Law. This Agreement shall be construed under and governed by the laws of the State of Colorado without reference to choice of law rules, and the County, the Paying Agent and the Companies agree that this Agreement may be enforced in, and they do hereby submit to the exclusive jurisdiction and venue of, any court having subject matter jurisdiction located in the State of Colorado, including the United States District Court for the District of Colorado, in the event of any litigation concerning this Agreement, regardless of where this Agreement may be executed. (0 Further Assurances. The County, the Companies and the Paying Agent agree that they will from time to time, execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, such supplements hereto and such further instruments as may reasonably be required for carrying out the intention of, or facilitating the performance of, this Agreement. 4187\261445650.12 23 (g) Amendments. This Agreement may not be amended, modified or supplemented except by an instrument in writing duly executed and delivered by the County, the Companies and the Paying Agent. Section 20. Payments Due on Holidays. If the date for making any payment or the last date for performance of any act or the exercising of any right, as provided in this Agreement, shall be a legal holiday or a day on which banking institutions in the County, or in which the principal office of the Paying Agent is located (i.e., Salt Lake City, Utah) or in the Denver, Colorado office of the Paying Agent are authorized by law to remain closed, such payment shall be made or act performed or right exercised on the immediately preceding day which is not a legal holiday or a day on which such banking institutions are not authorized by law to remain closed with the same force and effect as if done on the nominal date provided in this Agreement. 4187\26\445650.12 [Balance of page left intentionally blank] 24 IN WITNESS WHEREOF, the County, the Companies and the Paying Agent have caused this Agreement to be executed in their respective corporate names by their duly authorized officers and have caused their respective corporate seals to be hereunto affixed, all as of the date first above written. [SE Attest: By L'(,0) 1 D7.(/0 _, County Clerk and Recorder [SEAL] Attest: By Name: Title: 4187\26\445650.11 PITKIN COUNTY, tOLORADO By Chairman or Vice -Chair of the Board of County Commissioners yPr- - ZIONS FIRST NATIONAL BANK, as Paying Agent By Name: itle: b 1 1 AVIS RENT -A -CAR SYSTEM, INC. By: Title: FARABEE ADVENTURES, INC. By: Title: 25 IN WITNESS WHEREOF, the County, the Companies and the Paying Agent have caused this Agreement to be executed in their respective corporate names by their duly authorized officers and have caused their respective corporate seals to be hereunto affixed, all as of the date first above written. [SEAL] Attest: By d /I County Clerk 'corder Attest; By Na ie: — David W. Bata Title: VICE PRLSIDtNT AND TRUST OFFICER 41871261445650.12 PITKIN COUNTY, COLORADO By C �����Vice-Chair of the Board of County t Toners ZIONS FIRST NATIONAL BANK, as Paying Agent By Name: 'N4. Title: f s•I vi .d•- AVIS RENT -A -CAR SYSTEM, INC. 25 IN WITNESS WHEREOF, the County, the Companies and the Paying Agent have caused this Agreement to be executed in their respective corporate names by their duly authorized officers and have caused their respective corporate seals to be hereunto affixed, all as of the date first above written. [SEAL] Attest: By County Clerk and Recorder [SEAL] Attest By N 41871261445650.12 PITKIN COUNTY, COLORADO By Chairman or Vice -Chair of the Board of C Commissioners ZIONS FIRST N By N ty AL BANK, as Paying Agent- e: tle: AVIS RENT -A -CAR SYSTEM, INC. By: Title: C)k ¢.mac_ A FARABEE ADVENTURES, INC. By: / 1 1 fai Title: 25 IN WITNESS WHEREOF, the County, the Companies and the Paying Agent have caused this Agreement to be executed in their respective corporate names by their duly authorized officers and have caused their respective corporate seals to be hereunto affixed, all as of the date first above written. [SEAL] Attest: By County Clerk and Recorder [SEAL] Attest: By Name: Title: 4187\26\445650.12 PITKIN COUNTY, COLORADO By Chairman or Vice -Chair of . e Board of County Commissioners S FIRST NATIONAL BANK, as Paying Agent - By Name: Title: AVIS RENT -A -CAR SYSTEM, INC. By: Title: 25 4187126\445650.12 EAGLE RENT -A -CAR, INC. By: Title: f�✓ WESTRAC, INC. By: Title: THE HERTZ CORPORATION By: Title: 26 41871261445650.12 EAGLE RENT -A -CAR, INC. Title: v WESTRAC, INC. 'at' ' e--- e: Es THE HERTZ CORPORATION By: g)t(4' Title: 26 4187126\445650.12 EAGLE RENT -A -CAR, INC. By: Title: WESTRAC, INC By: Title: THE HERTZ CORPORATION By: .to -194e' Title: 47:3 Lew r Law: w-s 26 4187\261445650.12 EXHIBIT A ESCROW AGREEMENT A-1 ESCROW AGREEMENT THIS ESCROW AGREEMENT (the "Agreement"), dated as of April 1, 1996, by and among First Interstate Bank of Denver, N.A. (the "Escrow Agent"), a national banking association, Avis Rent-A-Car Systems, Inc., Farabee Adventures Inc., Eagle Rent-A-Car, Inc., Westrac, Inc. and The Hertz Corporation (collectively, the "RACs"). WITNESSETH: WHEREAS, Pitkin County, Colorado (the "County") is the owner and operator of the Aspen/Pitkin County Airport (the "Airport") located near Aspen, Colorado and through a recent Request for Qualifications and Invitation to Bid, as amended (the "RFQ/ITB") selected each of the RACs to serve as the rental car concessionaires at the Airport for six -year terms, - commencing on May 1, 1996; WHEREAS, the RFQ/ITB required that the RACs construct an integrated modern car - wash facility and an above -ground fueling system (the "Project") on the Airport and pay for the costs thereof by depositing with a third party such as the Escrow Agent, the necessary funds for the acquisition, design and construction of the Project, to be disbursed by the Escrow Agent; WHEREAS, the RFQ/ITB also requires that the RACs retain a joint project manager (the "Manager") to assist the RACs in developing and constructing the Project. WHEREAS, each of the RACs has deposited with the County, which has subsequently deposited with the Escrow Agent, funds in the amount of $59,000.00, and the Escrow Agent is presently holding in escrow a total amount of $295,000 (the "Initial Deposit"); WHEREAS, it is necessary to establish an escrow account (the "Escrow Account") and provide for the deposit therein of the Initial Deposit and such additional monies as may be 4187/26/158917.3 1 provided by each of the RACs pursuant to the RFQ/ITB for the payment of costs of the Project to be incurred after the date hereof, the investment of such escrowed funds and the disbursement therefrom in order to pay for the costs of the Project. NOW THEREFORE, the parties hereto agree as follows: 1. The Escrow Account is to be funded with the Initial Deposit and such other monies from each of the RACs executing this Agreement in accordance with the additional capital contributions provisions of the RFQ/ITB, and such monies are to be held, invested and disbursed for the benefit of the RACs as provided herein. 2. (a) Moneys held in the Escrow Account shall be invested initially by the Escrow Agent only in the Pacifica Treasury Money Market Fund. Such monies may be invested in other Investment Obligations (defined below in subsection (b)) if so directed by the RACs pursuant to a unanimous approval of the RACs, or an MII Vote as described below in subsection (c). Such Investment Obligations must mature in the amounts and at the times necessary to provide funds to make the payments to which such monies are applicable as estimated by the Manager. The Escrow Agent shall not incur liability in acting in good faith in making investments authorized herein. Any and all investment income from such investments shall remain in and be credited to the Escrow Account. (b) For purposes of this Agreement, "Investment Obligations" shall mean Government Obligations (direct obligations of the United States for which its full faith and credit are pledged, or obligations of a person controlled or supervised by and acting as an agency or instrumentality of the United States the payment of which is unconditionally guaranteed as a full faith and credit obligation of the United States of America); money market accounts backed by 4187n6/158917.3 2 Government Obligations and rated in the highest rating category assigned by any nationally recognized rating agency; obligations issued or guaranteed by any state of the United States having a rating in one of the three highest rating categories assigned by any nationally recognized agency; obligations issued by any political subdivision of any state which obligations have a rating in one of the two highest rating categories assigned by any nationally recognized rating agency; prime commercial paper having a rating in the highest rating category assigned by any nationally recognized rating agency; bankers acceptances drawn on and accepted by commercial banks; certificates of deposit or time deposits constituting direct obligations of any bank (including the Escrow Agent) or savings and loan association, provided, however, that investments may be made only in those certificates of deposit or time deposits in banks or savings and loan associations which banks' or savings and loan associations' senior debt has a rating in one of the three highest rating categories assigned by any nationally recognized rating agency or which certificates or deposit or time deposits are insured by the Federal Deposit Insurance Corporation, if then in existence, and may not exceed the maximum of such insurance unless such excess is fully collateralized by securities or obligations in which investments may be made directly; and repurchase agreements, if there is an actual sale to the Escrow Agent on behalf of the RACs of the Investment Obligations and if the Escrow Agent on behalf of the RACs has a perfected seeurity interest in such Investment Obligations. (c) In the event the RACs are required to make a decision hereunder and the unanimous approval of the RACs is not obtained, then such decision shall be made by a majority in interest vote of the RACs ("MII Vote"). An MII Vote shall be considered to be affirmative if the question put to a vote has received either: the affirmative vote of the two RACs with the 4187126/158917.3 3 largest relative market shares in the 12-month period fully reported prior to the date of the MII Vote, plus one or more companies representing an additional 10.0% market share during the same period; or, so long as there are five RACs eligible to vote, the affirmative vote of four of the five RACs, regardless of market share. In the event that such MII Vote procedure does not result in an affirmative vote, the County shall reasonably consider all the information presented and then make the final decision regarding the question being asked. The Manager shall be given the authority to establish a binding procedure for taking MII Votes, including deadlines for responses and the effect of non -responses; provided, however, that as a part of such proceedings all unanimous consent and MII Vote questions shall be forwarded to each of the RACs and the County at least three business days before a decision regarding the question being' asked must be made. The form of the vote tabulation (including the MII Vote) is attached hereto as Exhibit A. All completed vote tabulations shall be promptly forwarded by the Manager to each of the RACs, the Escrow Agent and the County. 3. The Escrow Agent is hereby directed to disburse the funds from the Escrow Account to the persons identified by Manager as set forth in a completed and signed Requisition Certificate, in the form of Exhibit B attached hereto and made a part hereof. Copies of all completed and signed Requisition Certificates shall be forwarded by the Escrow Agent to each of the RACs and the County, promptly upon receipt thereof by the Escrow Agent. The Escrow Agent shall keep and maintain adequate records pertaining to the Escrow Account and all payments therefrom, which shall be open to inspection by the County, the RACs or their duly authorized agents during normal business hours of the Escrow Agent. Upon termination of this 4187/26/158917.3 4 Agreement, the Escrow Agent shall file a statement of income and disbursements with respect to the Escrow Account with the Manager and each of the RACs. If the actual design and construction of the Project has not commenced as of October 1, 1996, and the reason for such delay is not the subject of legal proceedings between all or any of the RACs and the County, or among the RACs, the Manager shall so notify the Escrow Agent in writing and all monies (including investment earnings) in the Escrow Account as of such date shall be payable to each of the RACs, pro rata in proportion to the respective amounts deposited by each of the RACs. Such amounts shall be payable by the Escrow Agent to the RACs without the requirement of a signed and completed Requisition Certificate. 4. The Escrow Agent shall have no responsibility to any persons in connection herewith except those specifically provided herein and shall not be responsible for anything done or omitted to be done by it except for its own negligent action, its own negligent failure to act, or its own misconduct or default in the performance of any obligation imposed on it hereunder. The Escrow Agent has no duty to determine or inquire into the happening or occurrence of any event or contingency or the performance or failure of performance of the RACs or the County with respect to arrangements or contracts with others with respect to the construction and financing of the Project. It is the Escrow Agent's sole duty hereunder being to safeguard the Escrow Account and to dispose of and deliver the same in accordance with this Agreement. If, however, the Escrow Agent is called upon by the terms of this Agreement to determine the occurrence of any event or contingency, the Escrow Agent shall be obligated, in making such determination, only to exercise such care and skill as an escrow agent acting under industry custom would exercise or use under the circumstances in the conduct of his own affairs, and in 4187,26/158917.3 5 event of error in making such determination the Escrow Agent shall be liable only for its own misconduct or its negligence in the light of all the circumstances, taking into consideration the time and facilities available to the Escrow Agent in the ordinary conduct of its business. In determining the occurrence of any such event or contingency the Escrow Agent may request from the RACs, the County or any other person such reasonable additional evidence as the Escrow Agent in its discretion may deem necessary to determine any fact relating to the occurrence of such event or contingency, and in this connection may inquire and consult, among others, with the RACs and the County at any time, and the Escrow Agent shall not be liable for any damages resulting from its delay in acting hereunder pending its examination of the additional evidence requested by it, provided that these provisions do not apply to facts and events which the Escrow Agent has acknowledged and agreed to in this Agreement. 5. The RACs hereby agree to notify the Escrow Agent of the name and full address of the Manager (including the telephone and facsimile numbers), and provide the Escrow Agent with an original specimen signature of the Manager, immediately upon selection of the Manager by the RACs. 6. Any required or permitted notice or other communication ("Notice") under this Escrow Agreement shall be in writing and addressed as set forth below: If to the RACs: The Hertz Corporation 225 Brae Boulevard Park Ridge, New Jersey 07656 Attention: Robb Madgett (201) 307-2471 (201) 307-2689 (FAX) Avis Rent-A-Car Systems, Inc. 900 Old Country Road Garden City, New York 11530 Attention: James R. McCarron (516) 222-3395 (516) 222-3778 4187/26/158917.3 6 With a copy to: If to Escrow Agent: If to the County: Farabee Adventures, Inc. 415 E. AABC Aspen, CO 81611 Attention:Richard Farabee (970) 920-7682 (970) 925-2157 (FAX) Eagle Rent-A-Car, Inc. P.O. Box 9949 Aspen, CO 81612 Attention: Kyle Boyd (970) 925-2128 (970) 925-1020 (FAX) Westrac, Inc. 750 1/4 Horizon Drive Grand Junction, CO 81506 Attention: John Pabst (970) 243-7556 X404 (970) 241-1512 (FAX) Brownstein Hyatt Farber & Strickland, P.C. 410 Seventeenth Street, 22nd Floor Denver, Colorado 80202 Attention: Michael R. McGinnis, Esq. (303) 534-6335 (303) 623-1956 (FAX) First Interstate Bank of Denver, N.A. 633 17th Street, 21st Floor Denver, Colorado 80270 Attention: Bruce F. Lewis (303) 293-5656 (303) 293-5257 (FAX) Aspen/Pitkin County Airport 0233 East Airport Road Aspen, Colorado 81611 Attention: Scott Smith (970) 920-5384 (970) 920-5378 (FAX) 4187/26/158917.3 7 Any such notice or other communication shall be deemed to have been delivered to a party if sent by facsimile, when received by such party as evidenced by a confirmation, or if sent by registered or certified mail, return receipt requested, on the date specified on the return receipt, or if personally delivered to the party shown above, when received by such party. Any person to whom copies of notices are to be sent may, at any one or more times, change its address for notice or person to receive notice by giving notice in the matter specified in this paragraph. 7. The Escrow Agent shall receive an annual fee of $2,500.00 for its services hereunder, payable in advance from the Escrow Account by withdrawal thereof by the Escrow Agent, and shall be paid or reimbursed for all expenses, disbursements and advances, including reasonable attorney's fees, incurred or paid in connection with carrying out its duties hereunder, all amounts to be paid by the RACs pro rata in accordance with the respective amounts deposited by each of the RACs hereunder. The initial annual fee shall be payable at the time of full and complete execution of this Agreement. The Escrow Agent shall have a first and prior lien on all amounts in the Escrow Account solely for the purpose of securing the payment of its annual fee and the expenses, disbursements and advances referred to in the immediately preceding sentence. In the event this Agreement is terminated or the Escrow Agent resigns or is removed hereunder prior to the anniversary of a payment of the Escrow Agent's annual fee, the amount of the fee shall be prorated and returned to the RACs pro rata in proportion to the respective amounts deposited by each of the RACs in the Escrow Account; provided, however, the amount of the annual prorated fee to be returned to the RACs shall under no circumstances exceed $1,250.00. 4187/26/158917.3 8 8. This Escrow Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. 9. No waiver by any party of any breach of any term or condition of this Escrow Agreement shall operate as a waiver of any other breach of such term or condition or of any other term or condition. No failure to enforce such provision shall operate as a waiver of such provision or of any other provision hereof, or constitute or be deemed a waiver or release of any other party for anything arising out of, connected with, or based upon this Escrow Agreement. 10. This Escrow Agreement shall be terminated upon the earliest to occur of the following: (i) disbursement by the Escrow Agent of all funds contained in the Escrow Account; (ii) completion of construction of the Project, as certified by the Manager, or (iii) April 15,' 2006. Any monies remaining in the Escrow Account upon termination of this Agreement shall be returned pro rata to each of the RACs in proportion to the respective amounts deposited hereby by each of the RACs. 11. This Escrow Agreement shall be binding upon and inure to the benefit to the parties hereto and their respective transferees, successors and assigns. The parties recognize and acknowledge that the powers and authority granted to the Escrow Agent herein are each irrevocable and coupled with an interest. 12. This Escrow Agreement shall be governed by and construed in accordance with the laws of the State of Colorado. 13. The Escrow Agent may resign or be removed by the RACs at any time by the giving of written notice by Certified Mail, Return Receipt Requested thereof to all of the RACs and the County, or to the Escrow Agent, as the case may be, to be effective 30 days after such 4187/26/158917.3 9 notice has been deposited into the U.S. mail. If a successor agent has not been appointed within 30 days after the giving of such notice of resignation or removal, the Escrow Agent may petition any court of competent jurisdiction for the appointment of a successor escrow agent. Any such resignation or removal shall take effect only upon the appointment of a successor escrow agent. 14. The Escrow Agent is hereby expressly authorized to comply with and obey any and all orders, judgments or decrees of any court of competent jurisdiction, and in case the Escrow Agent obeys or complies with any such order, judgment or decree of any such court it shall not be liable to any of the parties hereto or any other person, firm or corporation by reason of such compliance. 15. This Escrow Agreement supersedes all prior agreements and constitutes the entire Agreement with respect to the subject matter hereof. It may not be altered or modified without the prior written consent of all parties hereto. 4187/26/158917.3 10 IN WITNESS WHEREOF, the parties have executed this Escrow Agreement as of the date first above written. 4187726/158917.3 FIRST INTERSTATE BANK OF DENVER, N.A., as Escrow Agent By:,<J717 Title: By: ,/ i' 1..Z16A .. Title: a_ ..Al AVIS RENT -A -CAR SYSTEMS, INC. By:4 iterrI Title: FARABEE ADVENTURES, INC. By: Title: EAGLE RENT -A -CAR, INC. By: Title: WESTRAC, INC. By: LC.l v C 14.1144d Title: rY-3-# THE ' ' Z CORPORATION By ■ Title: 11 E. IN WITNESS WHEREOF, the pares have executed this Escrow Agreement as of the date first above written. 4U7M/1549I7J FIRST INTERSTATE BANK OF DENVER, N.A., as Escrow Agent By: Title: abz By; Title: AVIS RENT -A -CAR SYSTEMS, INC. By: 'I, �d►.��` D�a�c�� of PQraQE�..M3 VARABEE ADVENTURES, INC. By: Title: EAGLE RP.NT-A-CAR, INC. By; Title WE5TRAC, INC By: Title: / THE HERTZ CORPORATION By: Title: 11 , F,R-23-9b TUE is 35 EAGLE RENT -to -CAR <ASPEN ' P 02 bY`tiNUKnsrLL t1Yr1'1'I ; 4-10-0G : 16:06 . BHP&. - 3035251030:113/17 IN WITNESS WHEREOF, the parties have executed this Escrow Agreement as of the date first above written. FIRST INTERSTATE BANK OF DENVER, N.A., as Escrow Agent By: _ Title: By: 'Fills: AVIS RENT -A- SYSTEMS, INC. By: Tite4:: FARABEE ADVENTURES, INC. By: Tide: EAGLE RENT -A -CAR, INC, WESTRAC. INC, THE HERTZ CORPORATION By: Title: 4)87tZ4NS89J'.) 11 SENT BY:BROWNSTEIN HYATT ; 4-19-96 16:39 ; BHF&S-i 303 920 5378; 13/17 IN WITNESS WHEREOF, the parties have executed this Escrow Agreement as of the date first above written. 1117/26/135917.3 FIRST INTERSTATE BANK OF DENVER, N.A., as Escrow Agent By: Title: By: Title: EAGLE RENT A -CAR, INC. By: Title: WESTRAC, INC. By: Title: d . THE HERTZ CORPORATION By: Title: 11 SENT BY: BROW'NSTE I N HYATT 4-19-86 ; 16:17 ; BHF&S- tl 303 241 1512;g13/17 IN WITNESS WHEREOF, the parties have executed this Escrow Agreement as of the date first above written. 41V126/li:9Y7.9 FIRST INTERSTATE BANK OF DENVER, N.A., as Escrow Agent By: Title: ,1f By: ►/� Title: AVIS RENT -A -CAR SYS ;i,' , INC. By: Title: . FARABEE A i RES, INC. By: Title: EAGLE ENT -A -CAR, INC. By: Ti TRAC, INC. THE HERTZ CORPORATION By: f•-44A,Ge‘o Title: 11 SENT BY:BROWNSTE1N HYATT ; 4-19-96 ; 16:39 BHF&S- 303 920 5378;#14/17 at17!26/1se9I7.3 THE TERMS AND PROVISIONS OF THIS AGREEMENT ARE ACKNOWLEDGED AS OF THE DATE FIRST WRITTEN ABOVE: PITKIN COUNTY, COLORADO By: 12 Director of Aviation Aspen/Pitkin County Airport EXHIBIT A TO: Escrow Agent FROM: Project Manager By: DATE: , 199_ RE: MII Vote Tabulation and Report 1. Question voted upon: 2. Gross Vote on this Question: a. Avis (Yes). ; or (No) b. Budget (Yes) ; or (No) c. Eagle (Yes) ; or (No) d. Hertz (Yes) ; or (No) e. Thrifty (Yes) ; or (No) •s* IF FOUR "YES" VOTES, QUESTION IS APPROVED W/O FURTHER ANALYSIS. 3. Date of MII Vote: •fi 4. Previous 12-month period for which full market shares figures are available; (generally, revenue reports are filed on the 20th of a month for the preceding month and penetration reports are available days after all such reports are filed). 5. On -Airport Gross Revenues for that period: 6. Market share amounts and percentages for that period: a. Avis: b. Budget: % c. Eagle: % d. Hertz: % e. Thrifty: 9� 7. Restatement of MII: any 4 out of 5; or 2 with greatest market share, plus 1 (or more) representing additional 10%. 4187/26/158917.3 A-1 EXHIBIT B FORM OF REQUISITION CERTIFICATE To: First Interstate Bank of Denver, N.A. 633 17th Street, 21st Floor Denver, Colorado 80270 Attn: Corporate Trust Services Requisition Number: Date: Pursuant to the Escrow Agreement dated as of April , 1996 (the "Agreement") by and between Avis Rent-A-Car Systems, Inc., Farabee Adventures Inc., Eagle Rent-A-Car, Inc., Westrac, Inc. The Hertz Corporation and First Interstate Bank of Denver, N.A. (the "Escrow Agent"), we request that you as Escrow Agent, or your agent, make disbursement of funds from the Escrow Account (as defined in the Agreement) held by you, or your agent, to the following payee in the following amount: Payee: Payees Address: Amount: Purpose of Requisition: I certify that to the best of our knowledge: (a) none of the cost items for which funds are being requisitioned has formed the basis for any disbursement heretofore made from the Escrow Account; and (b) each item for which funds are being requisitioned is a proper item to be paid from the Escrow Account and is necessary in connection with the acquisition, design and construction of the Project (as defined in the Agreement); and 4187/26/158917.3 B-1 (c) all of such funds are being used for the payment of costs for the acquisition, design and construction of the Project; and (d) no written notice of any lien, right to lien or attachment upon, or claim affecting the right to receive payment of, any of the moneys payable under this requisition to any of the persons named herein has been received, or if any notice of any such lien, attachment, or claim has been received, such lien, attachment or claim has been released or discharged, or will be released or discharged upon the payment of this requisition; and (e) this requisition contains no items representing payment on account of any retained percentages which are entitled to be retained as of the date hereof; and (f) with respect to each item for payment for labor or materials and equipment, the labor for which payment is requested was actually performed or the materials and equipment were actually furnished or installed in or about the Site. Total prior requisitions _ Amount of this requisition Total [PROJECT MANAGER] • 4187/26/158917.3 B-2 ASSIGNMENT OF ESCROW FUNDS WHEREAS, Farabee Adventures, Inc., is one of the parties to an Escrow Agreement between First Interstate Bank of Denver, N.A., as Escrow Agent, and Farabee Adventures, Inc., and others; and WHEREAS, WER Enterprises has tendered Cashier's Check No. 85536 in the amount of $59,000.00 dated April 30, 1996, payable to Escrow Agent; and WHEREAS, Farabee desires to assure that payment of any funds that may be payable to Farabee from the escrow account be paid directly to WER. NOW, THEREFORE, the parties to this Assignment agree as follows: 1. For valuable consideration, i.e., the payment by WER of $59,000.00 to the Escrow Agent for the benefit of Farabee, the receipt and sufficiency of which is hereby acknowledged, Farabee hereby transfers and assigns to WER, any and all monies that would otherwise be paid to Farabee as a result of the above -described Escrow Agreement, regardless of when or for what purpose such funds are due Farabee pursuant to such Escrow Agreement. 2. Farabee hereby irrevocably constitutes and appoints WER its true and lawful attorney - in -fact in Farabee's name or in WER's name to execute any and all documents to obtain any disbursement of funds from Escrow Agent. It is understood and agreed that this Power of Attorney shall be deemed to be a power coupled with an interest and shall be irrevocable. 3. Escrow Agent hereby recognizes and consents to this assignment from Farabee to WER and agrees to recognize WER's rights under this assignment and to be bound by such in making any payments. Dated April 30, 1996. FIRST INTERSTATE BANK OF DENVER, N.A. By FAR IN By Richard Farab , Pr- ident WE' . ERPIS (Acknowledgement o Followi : Page) ACKNOWLEDGEMENT STATE OF COLORADO ) ) ss. COUNTY OF PITKIN ) Subscribed and affirmed, or sworn to before me in the County of Pitkin, State of Colorado, this 30th day of April, 1996, by Ricahrd Farabee as President of Farabee Adventures, Inc. Witness my hand and official seal. My commission expires: a )0N 114' Notary Public -a i Address: A �' Aber 0-o i 64 MA239.045016