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HomeMy WebLinkAboutAgenda - 04-10-2007-6aORANGE COUNTY BOARD OF COMMISSIONERS ACTION AGENDA ITEM ABSTRACT Meeting Date: April 10, 2007 Action Agenda Item No. (~ c.~t _ SUBJECT• Resolution for Approval of Alternative Financing DEPARTMENT: Finance PUBLIC HEARING: (Y/N) No ATTACHMENT(S): Resolution Public Hearing Notice Financing Proposal Projects to be Financed INFORMATION CONTACT: Ken Chavious, 245-2453 PURPOSE: To consider adoption of a resolution required for the County to pursue alternative financing for various capital projects. BACKGROUND: On February 20, 2007, the Board authorized staff to proceed with the process of obtaining alternative financing in the amount of $50,057,000 to fund the various capital projects included on the attached tentative project listing. The Board is scheduled to finalize the projects for the proposed financing at the meeting scheduled for April 24, 2007. In addition, the Board approved a tentative schedule of actions required by the Local Government Commission (UGC) in order to approve the County's financing application in June 2007. In accordance with the schedule, staff issued requests for financing proposals (RFP). Since staff was expecting to issue certificates of participation (GOP's), RFPs were sent to investment banking firms with this type of expertise. In addition, a proposal was sent to SunTrust Bank because it had expressed interest in proposing a financing structure. Staff was pleasantly surprised by the SunTrust Proposal. SunTrust proposed an installment purchase agreement fora 20 year term at 4.14% or 4.10%, depending on the repayment option chosen. The 4.14% is the proposal to be recommended by staff, due to the more flexible prepayment options. In addition to the very competitive interest rates, the costs associated with the SunTrust loan are far less that- the issuance costs that accompany a COPs issue. There is significantly more staff time involved in a COPs transaction, and the issuance costs could be in the $300,000 to $400,000 range. A copy of the SunTrust proposal is attached including the amortization schedule. Staff has continued to negotiate certain terms of the proposal, especially terms related to the collateral for the loan. In order to proceed, the Board is required to adopt a resolution authorizing staff to file an application with the LGC for approval of the financing for the tentative projects in an amount not to exceed $50,057,000 and to take other action. The resolution accomplishes the following; ® Makes the determination to proceed with the financing and a preliminary determination to accept the SunTrust proposal. • Establishes a date for the required public hearing proposed for May 3, 2007. • Authorizes the Finance Officer to complete the UGC application. • Provides for the County to reimburse itself for project expenditures incurred prior to closing on the financing. ® Makes certain "findings of fact" required by the UGC in support of the County's application, including a finding as to the reasonableness of the tax rate impact of the debt service payments. This resolution has been prepared by collaboration between bond counsel and County staff. The resolution is in substantially the same form as similar preliminary financing resolutions previously approved by the Board. FINANCIAL. IMPACT: As mentioned above, the financing is fora 20-year term with an interest rate of 4.14%. The financing is structured in a manner that calls for annual. principal payments and semi annual interest payment with the first interest payment due in January 2008 (fiscal year 2007-08) followed by principal and interest payments beginning in fiscal year 2008-09. For fiscal year 2007-08, debt service for this financing totals $1,278,122 (just over 1 cent on the projected tax rate) and the 2008-09 debt service totals $4,518,250 for principal and interest (about 3.5 cents on the projected tax rate). The County Manager will include funding to repay the debt in the upcoming 2007-2008 fiscal year budget. RECOMMENDATION(S): The Manager recommends that the Board adopt the resolution authorizing the staff actions as indicated. 3 2007 Orange County installment financing for various projects -- Resolution supporting an application. to the Locai Government Commission for its approval of a financing agreement, and taking other appropriate action WHEREAS -- The Orange County Board of Commissioners has made a preliminary determination to use installment financing to provide fiands, to be used with other available funds, to pay costs related to the various capital projects described on Exhibit A. The County has solicited competitive proposals to provide the desired financing, and SunTrust Bank ("SunTrust") has submitted the best proposal. Under the guidelines of the North Carolina Local Government Commission (the "LGC"), this governing body must make certain findings of fact to support the County's application for the LGC's approval of the County's proposed financing arrangements for the projects. NOW, THEREFORE, BE IT RESOLVED by the Board of Commissioners of Orange County, North Carolina, as follows: 1. The Board makes a preliminary determination to finance the projects described above by use of installment financing. The total amount to be financed will not exceed $50,057,000, plus amounts that may be needed to pay financing costs and to pay other necessary and related costs. The listing of capital projects to be financed as described on Exhibit A is tentative and subject to final.Board action at a later meeting. 2. The County makes a tentative determination to accept the SunTrust proposal dated March 13, 2007, to provide the contemplated financing. This determination is subject to final approval by the Board after the required public hearing, approval by the .LGC, completion of documentation acceptable to the Board and negotiation of final financing terms between the County and SunTrust. 3. The County's Finance Officer is authorized and directed to file an application with the LGC for its approval of the project and the proposed financing arrangements and to take all necessary and appropriate action related to the LGC 4 approval process. The Board appoints the Finance Director as the County's authorized representative with respect to the LGC application process. 4. The County requests that the LGC approve the County's application for such fmancing. The Board makes the following findings of fact in support of its application for approval and its determination to proceed with this fmancing: (a) The proposed projects are appropriate for the County under all the circumstances. These projects have been considered by the Board on multiple occasions as part of the Board's capital investment planning process. (b) The proposed installment fmancing is preferable to a bond issue for the same purpose. It is appropriate for the County to balance its capital finance program between bonds and installment fmancing, and the County has already applied some general obligation bond funds and other resources to these projects, especially including the school projects. (c) The estimated sums to fall due under the proposed fmancing contract are adequate and not excessive for the proposed purpose. The SunTrust proposal provides not only competitive interest rate and prepayment terms but also lower than expected transaction costs. (d) As confirmed to the Board at this meeting by the County's Finance Officer,' (i) the County's debt management procedures and policies are sound and in compliance with law, and (ii) the County is not in default under any of its debt service obligations. (e) The County expects that the amounts required to repay the amounts fmanced for the projects will require the equivalent of a real property tax increase of approximately 3.5 cents. Such an increase is appropriate under all the circumstances, given the need for the projects. (f) The County Attorney is of the opinion that the proposed projects are authorized by law and are purposes for which public funds of the County may be expended pursuant to the Constitution and laws of North Carolina. 5. The County intends that the adoption of this resolution will be a declaration of the County's official intent to reimburse project expenditures from fmancing proceeds. The County intends that funds that have been advanced, or that may be advanced, from the County's general fund, or any other County fund, for project costs will be reimbursed from the fmancing proceeds. 6. A public hearing on this matter will be held at the Board's meeting of May 3, 2007. The Manager is authorized and directed to set the time of the hearing, and the Clerk to this Board is authorized and directed to publish a notice of such public hearing in the manner provided for by law -and in substantially the form of Exhibit B. 7. This resolution takes effect immediately. 6 Exhibit A -Tentative Project Description Project Tentative financing amount ($) Central Orange Senior Center - 2,500,000 Funds to be used with bond funds to construct Senior Center Addition to Orange County SportsPlex Elementary 10 CHCCS - 22,102,000 Construction of New Elementary School on property owned by the County CHCCS Renovations -Completion of renovations to existing schools 3,450,000 Efland Water and Sewer - Completion of Water and Sewer Lines 400,000 Jail -expansion of existing jail to add additional beds 600,000 Justice Facility -Courthouse addition to include courtrooms and office space 10,200,000 Durham Technical Community College - County's contribution to be used with 3,588,000 state bond funds provided to Durham Tech Twin Creeks Infrastructure -water and sewer lines to site of Elementary #10 1,250,000 West Ten Soccer -Development of soccer complex on existing county property 2,267,000 Solid Waste Operations Center - 2,200,000 New Facility to house solid waste staff SportsPlex Renovations - 1,500,000 renovations to existing facility required to accommodate senior center addition Exhibit B -Proposed Form of Hearing Notice Oraage County, North Carolina -- Notice of Public Hearing -- 2007Installment Financing The Board of Commissioners of Orange County, North Carolina, will hold a public hearing on Thursday, May 3, 2007, at 7:30 p.m. (or as soon thereafter as the matter may be heard). The purpose of the hearing is to take public comment concerning a proposed fmancing contract, under which the County would borrow an amount not to exceed $50,057,000 to provide funds for acquisition and construction costs related to the following projects: Tentative Proiect Tentative financing amount ($) Central Orange Senior Center - 2,500,000 Funds to be used with bond funds to construct Senior Center Addition to Orange County SportsPlex Elementary 10 CHCCS - 22,102,000 Construction of New Elementary School on property owned by the County CHCCS Renovations -Completion of renovations to existing schools 3,450,000 Efland Water and Sewer - Completion of Water and Sewer Lines 400,000 Jail -expansion of existing jail to add additional beds 600,000 Justice Facility -Courthouse addition to include courtrooms and office space 10,200,000 Durham. Technical Community College - County's contribution to be used with 3,588,000 state bond funds provided to Durham Tech Twin Creeks Infrastructure -water and sewer lines to site of Elementary #10 1,250,000 West Ten Soccer -Development of soccer complex on existing county property 2,267,000 Solid Waste Operations Center - 2,200,000 New Facility to house solid waste staff SportsPlex Renovations - 1,500,000 renovations to existing facility required to accommodate senior center addition The County may also use additional financing proceeds to pay financing costs and to pay other necessary and related costs. The list of capital projects set forth above is tentative and subject to final Board approval. The hearing will be held in the Commissioners' usual meeting room, F. Gordon Battle Courtroom, Orange County Courthouse, Hillsborough, North Carolina. The proposed financing would be secured by a lien on the new elementary school and the justice facility (and, in each case, the associated real property) and the County's promise to repay the financing, but there would be no recourse against the County or its property (other than the pledged facilities and the associated land) if there were a default on the financing. A11 interested persons will be heard. The County's plans are subject to change based on the comments received at the public hearing and the Board's subsequent discussion and consideration. The County's entering into the financing is subject to obtaining approval from the North Carolina Local Government Commission. Persons wishing to make written comments in advance of the hearing or wishing more information concerning the subject of the hearing may contact Kenneth T. Chavious, Finance Officer, Orange County, Post Office Box $181, Hillsborough, NC 27278 (telephone 919/245-2453). SunTrust Leasing Corporation 300 East Joppa Road- Suite 700 Towson, Maryland 21286 Tel (410) 307-6604 Fax (410) 307-6613 Robert. Rynarzewski@suntrust.com ~/ .,` v~~'Tr~t~sT=r.{ Mr. Kenneth T Chavious Finance Officer Orange County, North Carolina 208 South Cameron Street Hillsborough, North Carolina 27278 Robert 7 Rynarzewski Vice President March 13, 2007 0 Via: Hand Delivery and Email to chavious(a~co.oran eg nc.us and email only to rjessu~7a,shlf.com Dear Mr. Chavious: SunTrust Leasing Corporation (°STLC") is pleased to present to Orange County, North Carolina its proposal for facilities financing. The terms and conditions of our proposal are outlined as below: RE: Up to $50,000,000.00 Financing Proposal Pursuant to N.C.G.S. 160A-20 LESSEE: Orange County, North Carolina. Lessee is a state or political subdivision within the meaning of Section 103(c) of the Internal Revenue Code of 1986, as amended (the ~~Code"). LESSOR: SunTrust Leasing Corporation (STLC), or its Assignee. TYPE OF FINANCING: Installment Purchase. Agreement /Certificate of Participation (the ~~Agreement") subject to a security interest position with all of the project assets. Said Agreement shall be a net arrangement whereby Lessee is responsible for all operating costs, maintenance, insurance, and taxes. The Agreement shall be based on annual appropriation of funds during the lease term. SECURITY: Lessor will be secured interest position with all of the project assets. Non-BANK QUALIFICATION: Lessee reasonably anticipates the total amount of tax-exempt obligations to be issued by the Lessee, its subordinate entities, or the issuing authority during calendar year of issuance will exceed ten million ($10,000,000.00) dollars. For banks, Section 265(b)3 of the Internal Revenue Code exempts certain tax-exempt obligations issued not in excess of ten million ($10,000,000.00) dollars per calendar year. PR0.7ECT: Finance the completion of the construction projects per Exhibit-A below. PR07ECT COST: $50,000,000.00 io Proposal for Real Estate Financing Page 2 of 7 COST OF ISSUANCE: The Lessee is responsible for all cost of issuance which includes all usual and customary costs associated with closing of similar facility. loan or lease transactions. These costs would include, but will not be limited to, all legal costs incurred by Lessor, and the costs associated with .the compiling and providing the information and reports required by the Lessor. AMOUNT FINANCED: $50,000,000.00 Rate Proposal Lease Amount lease Term lease Rate Payment Information 1 $50,000,000.00 20 4.10% 40,Semi annual payments of accrued interest years ~ starting December 30, 2007, and 20 annual level principal payment of $2,500,000.00, starting June 30, 2008, with Option 1 Call Protection. 2 $50,000,000.00 20 4.14% 40 Semi annual payments of accrued interest years starting December 30, 2007, and 20 annual level principal payment of $2,500,000.00, starting June 30, 2008, with Option 2 Call Protection. CALL PROTECTION: Option is Lessee may prepay the .Lease in whole, but not in part, on any payment due date, and pay a prepayment premium of 3.5%, for the first 10 years of the Lease. Lessee may prepay the Lease in whole, or in part, on any payment due date, after year tenth without any prepayment premium. If a new amortization schedule is requested .after any partial prepayment there will be a $2,000. re-documentation fee. Option 2: Lessee may prepay the Lease in whole, or but not ' in part, on any payment due date, and pay a prepayment premium of 1.5%, for the first 10 years of the Lease. Lessee may prepay the Lease in whole, or in part, on any payment due date, after year tenth without any prepayment premium. If a new amortization schedule is requested after any partial prepayment there will be a $2,000. re-documentation fee. INDEXYNG: The Lease Rates in this Proposal were based on market conditions. The Lease Rates above will be fixed until June 30tH 2007 so long as the Lessee notifies the Lessor by phone and email by the close of. business on March 15t", 2007 confirming that STLC's proposal meets the needs of the Lessee and will be recommended for submission to the Local Government Commission. STLC .will then lock-in the Lease Rate for the Term the Lessee selects. .Otherwise, the proposed Lease Rate will be adjusted according to the following formula. This index attempts to minimize the effect of any volatility in interest rates on the final indexed interest rate. The new interest rate will be established by adding 67% of the change in the' Swap Rate from the rate for March 13, 2007, until the time of adjustment, to the rate bid. The rate i~ Proposal for Real Estate Financing Page 3 of 7 will be fixed one week prior to funding (or as requested under the option below). The interest rates used in the formula may be obtained from the Federal Reserve H.15 Statistical Release through the Federal Reserve website http•//www federalreserve.gov/releases/H15/ The Lessee will have the option to fix the adjusted Lease Rate at anytime prior to closing so long as the Lessee accepts this proposal as specified below, to go forward with STLC's proposed financing of the Project. ESCROW FUNDING: Lessor has assumed 100% funding into an escrow account on the date of closing for this transaction. The escrow account will be used to pay vendors/contractors and any escrow expenses. No fees associated with the administration of this account will be at Lessee's expense. Escrow Agent is assumed to be SunTrust Bank. Lessor will review and approve escrow disbursements prior to Escrow Agent disbursing funds. It is assumed that all interest earnings will accrue for benefit of Lessee. This proposal also does not take into consideration the application of any interest earnings from the escrow fund of the account. CONSTRUCTION/DRAW INSPECTION FEES: Lessee will obtain a fixed priced contract for construction of the project. The Lessee shall covenant that it will require the contractor to provide performance and payment bonds in an amount sufficient to cover the contract price and contingencies. The bonds shall be accompanied by a rider that identifies the Lessor as a financially interested party. Lessee will submit signed draw requests, Application and Certificate for Payment Forms (AIA-G702/703) (~~AIA Form"), from the Lessee's architect and summary page of any hard or soft costs, along with copies of invoices. The Architect will be contractually bound to provide certified copies of each AIA Form to STLC. Lessee's Finance Officer will also certify that the work has. been completed and according to specs and plans. SunTrust may retain an independent inspecting engineer or architect to verify that required work has been completed. Cost of such inspection will be the responsibility of STLC. REIMBURSEMENT: If the Lessee intends to be reimbursed for any cost associated with the project, intent for reimbursement from the proceeds of the financing must be evidenced and must qualify under Treasury Regulation Section 1.150.2. INSURANCE: The Lessee shall furnish confirmation of (a) all risk physical damage insurance coverage for the full cost of the property, (b) two million ($2,000,000.00) dollars combined single limit " property damage and bodily injury insurance covering the property, (c) an ALTA leasehold title .insurance policy in an amount at least equal to the financed amount. LESSOR shall be named as loss payee and additional insured on such coverage. is Proposal for Real Estate Financing Page4of7 OTHER CONDITIONS: In order for Lessor to provide financing for this project, the following conditions, at Lessee's expense, may be required prior to closing: (A) A satisfactory Environmental Audit Phase I. The expense for such Phase I Environmental will be the expense of the Lessee. (B) A certified survey by a registered land surveyor may be required on this project. The survey will need to detail all boundaries of the property thaf is subject to the Lease and Sublease with dimensions, boundary descriptions, and locations of streets, building lines, existing buildings or improvements, right-of-ways, easements, encroachments, or any aspect that may affect the property. (C) Certification that the property is not located within any flood hazard area. Certification that the property is and as completed after any improvements, will be compliant with all applicable zoning, environmental, safety and ADA requirements. (D) If applicable, subordination, non-disturbance and attornment agreements and estoppel certificates from the tenant associated with the Project (E) A payment and performance bond in the amount of the project will be posted by the General Contractor. Subject to applicable State law, Lessor will be named as Loss Payee and Additional Insured. (F) Other documentation, information, reports, etc. the Lessor may reasonably request... Lessee will also be responsible for a $4,000.00 document processing and origination fee. AUTHORIZED SIGNORS: The Lessee's counsel shall provide Lessor with its resolution or ordinance authorizing the financing and shall designate the individual(s) to execute all necessary documents. AUTHORIZED SIGNORS: The Lessee's counsel shall provide Lessor with its resolution or ordinance authorizing the financing end shall designate the individual(s) to execute all necessary documents. LEGAL OPINION: The Lessee's counsel shall furnish Lessor with an opinion covering the validity and tax-exempt status of this transaction -and the documents used herein. This opinion shall be in a form and substance satisfactory to Lessor. DOCUMENTATION: Lease documents will be prepared by Lessee's counsel and subject to review by Lessor's counsel. Documents must reasonably be acceptable to both parties. CREDIT APPROVAL DOCUMENTATION: The Lessee shall provide to Lessor three (3) years of current financial statements, budgets, and demographics and such other financial information relating to the ability of the Lessee to pay its obligations under the Lease Purchase Agreement as (3 Proposal for Real Estate Financing Page5of7 reasonably requested by Lessor. Lessee will also provide project plans and specifications, a copy of a fixed price Purchase Contract. PROPOSAL ACCEPTANCE: Lessee shall have until noon on March 20t", 2007 to accept . this proposal subject to final County Board approval and LGC's approval by executing and returning this proposal via facsimile to the Lessor, and close this transaction by June 30, 2007; otherwise Lessor's proposal shall become null and void unless extended in writing by Lessor. This proposal is subject to final credit approval by the Credit/Investment Committee. of SunTrust Leasing Corporation and approval of mutually acceptable lease documents. To render a credit decision, the Lessee shall timely provide Lessor with the information requested above. SunTrust Leasing will not be obligated until all documents have been fully executed by both Lessor and Lessee. Upon the receipt of a signed proposal, we will endeavor to provide you with a timely approval. It is' a pleasure to offer this .proposal and I look forward to becoming your value-added financial partner for many years to come. ~~~~~~ Robert J Rynarzewski Vice President SunTrust Leasing Corporation Robert.Rynarzewski@suntrust.com ACCEPTANCE: The terms and conditions of this Proposal are hereby accepted. Dated: Orange County, North Carolina By: As its: 14 Proposal for Real Estate Financing Page6of7 Estimated Exhibit A -- PROJECTS Amount General Fund Debt Projects Central Orange Senior Center - 2,500,000 Funds to be used with bond funds to Construct Senior Center Addition to Orange County SportsPlex Elementary 10 CHCCS - 22,102,000 Construction of New Elementary School on property owned by the County CHCCS Renovations -Completion of Renovations to existing Schools 3,450,000 Efland Water and Sewer -Completion of Water and Sewer Lines 400,000 Jail -expansion of existing jail to add additional beds 600,000 Justice Facility -Courthouse addition to include courtrooms and office space 10,200,000 Durham Technical Community College - The County's contribution to be used with .3,588,000 state bond funds provided to ~ Durham Tech Twin Creeks Infrastructure -water and sewer lines to site of Elementary #10 1,250,000 West Ten Soccer -Development of soccer complex on existing county property 2,267,000 Total General Fund Debt 46,357,000 Enterprise fund projects Solid Waste Operations Center - 2,200,000 New Facility to house solid waste staff SportsPlex Renovations - 1,500,000 renovations to existing facility required to .accommodate senior center addition Total Enterprise Funds 3,700,000 15 Proposal for Real Estate Financing Page 7 of 7 Total Debt Contemplated 50,057,000 - SUBJECT TO AND MADE A PART OF THAT CERTAIN PROPOSAL DATED March 13, 2007 - Client: Orange County, North Carolina Lessor: SunTrust Leasing Corporation Term: 20 Years Semi-annual Payments in Arrears Interest Rate 4.14% Principal Period Date Payment Principal Interest Balance 0 20-Jun-07 - 50,057,000.00 - 50,057,000.00 1 1-Jan-08 1,278,122.35 - 1,278,122.35 50,057,000.00 2 1-Jul-08 3,535,000.00 2,502,850.00 1,032,150.00 47,554,150.00 3 1-Jan-09 983,250.00 - 983,250.00 47,554,150.00 4 1-Jul-09 3,483,250.00 2,502,850.00 980,400.00 45,051,300.00 5 1-Jan-10 931,500.00 - 931,500.00 45,051,300.00 6 1-Jul-10 3,431,500.00 2,502,850.00 928,650.00 42,548,450.00 7 1-Jan-11 879,750.00 - 879,750.00 42,548,450.00 8 1-Jul-11 3,379,750.00 2,502,850.00 876,900.00 40,045,600.00 9 1-Jan-12 828,000.00 - 828,000.00 40,045,600.00 10 1-Jul-12 3,328,000.00 2,502,850.00 825,150.00 37,542,750.00 11 1-Jan-13 776,250.00 - 776,250.00 37,542,750.00 12 1-Jul-13 3,276,250.00 2,502,850.00 773,400.00 35,039,900.00 13 1-Jan-14 724,500.00 - 724,500.00 35,039,900.00 14 1-Jul-14 3,224,500.00 2,502,850.00 721,650.00 32,537,050.00 15 1-Jan-15 672,750.00 - 672,750.00 32,537,050.00 16 1-Jul-15 3,172,750.00 2,502,850.00 669,900.00 30,034,200.00 17 1-Jan-16 621,000.00 - 621,000.00 30,034,200.00 18 1-Jul-16 3,121,000.00 2,502,850.00 618,150.00 27,531,350.00 19 1-Jan-17 569,250.00 - 569,250.00 27,531,350.00 20 1-Jul-17 3,069,250.00 2,502,850.00 566,400.00 25,028,500.00 21 1-Jan-18 517,500.00 - 517,500.00 25,028,500.00 22 1-Jul-18 3,017,500.00 2,502,850.00 514,650.00 22,525,650.00 23 1-Jan-19 465,750.00 - 465,750.00 22,525,650.00 24 1-Jul-19 2,965,750.00 2,502,850.00 462,900.00 20,022,800.00 25 1-Jan-20 414,000.00 - 414,000.00 20,022,800.00 26 1-Jul-20 2,914,000.00 2,502,850.00 411,150.00 17,519,950.00 27 1-Jan-21 362,250.00 - 362,250.00 17,519,950.00 28 1-Jul-21 2,862,250.00 2,502,850.00 359,400.00 15,017,100.00 29 1-Jan-22 310,500.00 - 310,500.00 15,017,100.00 30 1-Jul-22 2,810,500.00 2,502,850.00 307,650.00 12,514,250.00 31 1-Jan-23 258,750.00 - 258,750.00 12,514,250.00 32 1-Jul-23 2,758,750.00 2,502,850.00 255,900.00 10,011,400.00 33 1-Jan-24 207,000.00 - 207,000.00 10,011,400.00 34 1-Jul-24 2,707,000.00 2,502,850.00 204,150.00 7,508,550.00 35 _ 1-Jan-25 155,250.00 - 155,250.00 7,508,550.00 36 1-Jul-25 2,655,250.00 2,502,850.00 152,400.00 5,005,700.00 37 1-Jan-26 103,500.00 103,500.00 5,005,700.00 38 1-Jul-26 2,603,500.00 2,502,850.00 100,650.00 2,502,850.00 39 1-Jan-27 51,750.00 51,750.00 2,502,850.00 40 20-Jun-27 2,548,205.48 2,502,850.00 45,355.48 - Grand Total 71,974,577.83 50,057,000.00 21,917,577.83 ~C~ -SUBJECT TO AND MADE A PART OF THAT CERTAIN PROPOSAL DATED March 13, 2007 -