Loading...
HomeMy WebLinkAboutDeveloper Agreement 0_a tt L b I i L 9 I Agenda Itern -# TRUCKEE DONNER PUBLIC UTILITY DISTRICT COMMUNITY FACILITIES DISTRICT NO. 03-I (OLD GREENWOOD) SPECIAL TAX BONDS DEVELOPER CONTINUING DISCLOSURE AGREEMENT This Continuing Disclosure Agreement, dated as of December 1, 2003 (the "Disclosure Agreement"), is made and entered into by and between Old Greenwood LLC, a limited liability company (flee "Developer"), and MuniFinancial, as dissemination agent (the "Dissemination Agent") in connection with the issuance by Truckee Donner Public Utility District Community Facilities District No. 03-1 (Old Greenwood) (the "Issuer") of its Special Tax Bonds (the "Bonds"). The Bonds are issued pursuant to the Mello-Roos Community Facilities Act of 1982, as amended (the "Act") a Trust Indenture (the `°Indenture"), dated December 1, 2003, by and between the Truckee Donner Public Utility District, on behalf of the Issuer, and BNY Western Trust Company(the "Trustee"). The Developer and the Dissemination Agent covenant and agree as follows: SECTION 1. Purpose of the Disclosure Agreement. This Disclosure Agreement is being executed and delivered for the benefit of the Bond Owners and Beneficial Owners of the Bonds and in order to assist the Participating Underwriter in complying with Rule 15c2-12(b)(5) of the Securities and Exchange Commission. SECTION 2. Definitions. In addition to the definitions set forth in the Indenture or parenthetically defined herein, which apply to any capitalized terms used in this Disclosure Agreement unless otherwise defined in this Section, the following capitalized terms shall have the following meanings: "Affiliate" of another Person means (a) a Person directly or indirectly owning, controlling, or holding with power to vote, 25% or more of the outstanding voting securities of such other Person, (b) any Person 25% or more of whose outstanding voting securities are directly or indirectly owned, controlled, or held with power to vote, by such other Person, and (c) any Person directly or indirectly controlling, controlled by, or under common control with, such other Person; for purposes hereof, control means the power to exercise a controlling influence over the management or policies of a Person, unless such power is solely the result of an official position with such Person. "Annual Report" means any Annual Report provided pursuant to, and as described in, Sections 3 and 4 of this Disclosure Agreement. "Annual Report Date" means the date that is eight months after the end of Developer's fiscal year, which fiscal year currently ends The first Annual Report Date shall be 1, 2004. "Assumption Agreement" means an agreement between a Major Developer, or an 1 Affiliate thereof, and the Dissemination Agent containing terms substantially similar to this Disclosure Agreement, whereby such Major Developer or Affiliate agrees to provide Annual 1 Truckee DeveloperDisclosureAgreement,CDA.doc Reports, Semi-Annual Reports and notices of Listed Events with respect to the portion of the Property owned by such Major Developer and its Affiliates. "Bond Counsel" means an attorney or a firm of attorneys whose experience in matters relating to the issuance of obligations by the states and their political subdivisions and the tax- exempt status of the interest thereon is recognized nationally. "Community Facilities District" means the Truckee Donner Public Utility District Community Facilities District No. 03-1 (Old Greenwood). "Development Plan" means, with respect to a Major Developer, the specific improvements such Major Developer intends to make, or cause to be made, to the portion of the Property owned by such Major Developer in order for such portion of the Property to reach the Planned Development Stage, the time frame in which such improvements are intended to be made and the estimated costs of such improvements. As of the date hereof, the Development Plan for the Property owned by the Developer and its Affiliates is described in the Official Statement under the caption "THE DEVELOPMENT AND PROPERTY OWNERSHIP — Development Plan." "Dissemination Agent" means Muni Financial, acting in its capacity as the Dissemination Agent hereunder, or any successor Dissemination Agent designated in writing by the Developer and which has filed with the Issuer a written acceptance of such designation. "Event of Bankruptcy" means, with respect to a Person, that such Person files a petition or institutes a proceeding under any act or acts, state or federal, dealing with or relating to the subject or subjects of bankruptcy or insolvency, or under any amendment of such act or acts, either as a bankrupt or as an insolvent, or as a debtor, or in any similar capacity, wherein or whereby such Person asks or seeks or prays to be adjudicated a bankrupt, or is to be discharged from any or all of such Person's debts or obligations, or offers to such Person's creditors to effect a composition or extension of time to pay such Person's debts or asks, seeks or prays for reorganization or to effect a plan of reorganization, or for a readjustment of such Person's debts, or for any other similar relief, or if any such petition or any such proceedings of the same or similar kind or character is filed or instituted or taken against such Person and the same shall remain undismissed for a period of sixty days, or if a receiver of the business or of the property or assets of such Person is appointed by any court, or if such Person makes a general assignment for the benefit of such Person's creditors. "Financing Plan" means, with respect to a Major Developer, the method by which such Major Developer intends to finance its Development Plan, including specific sources of funding for such Development Plan. As of the date hereof, the Financing Plan for the Developer and its Affiliates is described in the Official Statement under the caption "THE DEVELOPMENT AND PROPERTY OWNERSHIP— Development Plan." "Financial Statements" means, with respect to a Major Developer, the full financial statements, special purpose financial statements, project operating statements or other reports reflecting the financial position of each entity, enterprise, fund, account or other person (other than a financial institution acting as a lender in the ordinary course of business) identified in such 2 Truckee DeveloperDisclosureAgreement,CDA.doc Major Developer's Development Plan or its Financing Plan as a source of funding for such Major Developer's Development Plan, which statements shall be prepared in accordance with generally accepted accounting principles, as in effect from time to time, and which statements may be audited or unaudited; provided that, if such financial statements or reports are otherwise prepared as audited financial statements or reports, then "Financial Statements" means such audited financial statements or reports. "Independent Financial Consultant" means a financial consultant or special tax consultant or firm of such consultants generally recognized to be well qualified in the financial consulting or special tax consulting field, appointed and paid by the Developer, who is not controlled by either the Issuer or Developer, does not have any substantial interest (direct or indirect) in the Issuer or Developer and is not a member, officer or employee of the Issuer or Developer, but who may be regularly retained to make annual or other reports to the Issuer or Developer. "Listed Event" means any of the events listed in Section 5(a) of this Disclosure Agreement. "Major Developer" means, as of any date, any Property Owner, including the Developer, which owns a portion of the Property which has not reached the Planned Development Stage and the sum of the Maximum Special Tax then applicable to which, plus the Maximum Special Tax then applicable to all portions of the Property that have not reached the Planned Development Stage and that are owned by Affiliates of such Property Owner, is equal to or greater than 20% of the total Maximum Special Tax then applicable to all of the Property. "National Repository" means any Nationally Recognized Municipal Securities Information Repository for purposes of the Rule. The Nationally Recognized Municipal Securities Information Repository for purposes of the Rule are identified in the Securities and Exchange Commission website located at http://www.sec.gov/info/municipal/nrmsir.htm. "Official Statement" means the Official Statement, dated 2003, relating to the Bonds. "Participating Underwriter" means UBS Financial Services Inc. "Person" means an individual, a corporation, a partnership, an association, a joint stock company, a trust, a limited liability company, any unincorporated organization or a government or political subdivision thereof. "Planned Development Stage" means the stage of development of the land in the Community Facilities District owned by the Developer and its Affiliates that the Developer intends to achieve with respect thereto. As of the date hereof, the Planned Development stage of the Developer is the construction of approximately 74 detached cabins and 72 attached cottages in the Community Facilities District. "Property" means the parcels within the boundaries of the Community Facilities District subject to Special Taxes. 3 Truckee DeveloperDisclosureAgreement,CDA.doc "Property Owner" means any Person that owns a fee interest in any portion of the Property that was, as of the date of this Disclosure Agreement, owned by the Developer. "Repository"means each National Repository and each State Repository. "Rule" means Rule 15c2-12(b)(5) adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be amended from time to time. "Semi-Annual Report" means any Semi-Annual Report provided pursuant to, and as described in, Sections 3 and 4 of this Disclosure Agreement. "Semi-Annual Report Date" means the date that is two months after the end of Developer's fiscal year, which fiscal year currently ends . The first Semi-Annual Report Date shall be 1, 2004. "State Repository" means any public or private repository or entity designated by the State of California as a state repository for the purpose of the Rule and recognized as such by the Securities and Exchange Commission. As of the date of this Disclosure Agreement, there is no State Repository. SECTION 3. Provision of Annual Reports and Semi-Annual Reports. (a) Not later than five (5) business days prior to each Annual Report Date, the Developer shall provide to the Dissemination Agent an Annual Report which is consistent with the requirements of Section 4 hereof and which is in a form suitable for filing with the Repositories. The Annual Report may be submitted as a single document or as separate documents comprising a package and may cross-reference other information as provided in Section 4 of this Disclosure Agreement; provided that the Financial Statements of the Developer (if required) may be submitted separately from the balance of the Annual Report and later than the date required above for the filing of the Annual Report if the audited Financial Statements are not available by that date. Not later than five business days after its receipt of the foregoing material from the Developer, the Dissemination Agent shall provide a copy thereof to each Repository and the Participating Underwriter. The Developer shall provide a written certification with each Annual Report furnished to the Dissemination Agent to the effect that such Annual Report constitutes the Annual Report required to be furnished by it hereunder. The Dissemination Agent may conclusively rely upon such certification of the Developer and shall have no duty or obligation to review such Annual Report. (b) Not later than five (5) business days prior to each Semi-Annual Report Date, the Developer shall provide to the Dissemination Agent a Semi-Annual Report which is consistent the requirements of Section 4 hereof and which is in a form suitable for filing with the Repositories. The Semi-Annual Report may be submitted as a single document or as separate documents comprising a package and may cross-reference other information as provided in Section 4 of this Disclosure Agreement. Not later than five (5) business days after its receipt of the foregoing material from the Developer, the Dissemination Agent shall provide a copy thereof to each Repository and the Participating Underwriter. The Developer shall provide a written certification with each Semi-Annual Report furnished to the Dissemination Agent to the effect that such Semi-Annual Report constitutes the Semi-Annual Report required to be furnished by it 4 Truckee DeveloperDisclosureAgreement,CDA.doc _ . , ... ._ ... . .,........ _ hereunder. The Dissemination Agent may conclusively rely upon such certification of the Developer and shall have no duty or obligation to review such Annual Report. (c) If the Dissemination Agent has not received a copy of the Annual Report by the date required in Subsection (a) or if the Dissemination Agent has not received a copy of the Semi-Annual Report by the date required in Subsection (b), the Dissemination Agent shall notify the Developer of such failure to receive the applicable report. If the Dissemination Agent is unable to verify that an Annual Report has been provided to the Repositories and the Participating Underwriter by the date required in Subsection (a), or if the Dissemination Agent is unable to verify that a Semi-Annual Report has been provided to the Repositories and the Participating Underwriter by the date required in Subsection (b), the Dissemination Agent shall send a notice to the Municipal Securities Rulemaking Board ("MSRB") and to the State Repository, if any, in substantially the form attached as Exhibit"A" (d) The Dissemination Agent shall: (i) determine each year prior to the date for providing the Annual Report and the Semi-Annual Report, the name and address of each National Repository and each State Repository, if any; (it) provide any Annual Report and any Semi-Annual Report received by it to each Repository and to the Participating Underwriter, as provided herein; and (iii) if it has provided the applicable report pursuant to (ii) above, file a report with the Issuer and the Developer certifying that it provided the Annual Report or the Semi- Annual Report, as the case may be,pursuant to this Disclosure Agreement, stating the date it was provided and listing all the Repositories to which it was provided. SECTION 4. Content of Annual Reports and Semi-Annual Reports. (a) The Developer's Annual Report shall contain or incorporate by reference Financial Statements for each Major Developer for the prior fiscal year if required; provided, that, if such information is required from the Developer as to another Major Developer, the Developer shall only be required to provide such information that it has actual knowledge of after reasonable inquiry. If audited Financial Statements are required to be provided, and such audited Financial Statements are not available by the time the Annual Report is required to be filed pursuant to Section 3(a), the Annual Report shall contain unaudited Financial Statements, if prepared by such Major Developer, and the audited Financial Statements shall be filed in the same manner as, or as an amendment or supplement to, the Annual Report when they become available. Such Financial Statements shall be for the most recently ended fiscal year for the entity covered thereby hereunder. If the annual financial information or operating data provided in an Annual Report or a Semi-Annual Report is amended pursuant to the provisions hereof, the first Annual Report or Semi-Annual Report filed pursuant hereto containing the amended operating data or financial information shall explain, in narrative form, the reasons for the amendment and the impact of the change in the type of operating data or financial information being provided. 5 Truckee DeveloperDisclosureAgreement, CDA.doc _._ As required by the Rule, if an amendment is made to the provisions hereof specifying the accounting principles to be followed in preparing Financial Statements, the annual financial information for the year in which the change is made shall present a comparison between the Financial Statements or information prepared on the basis of the new accounting principles and those prepared on the basis of the former accounting principles. The comparison shall include a qualitative discussion of the differences in the accounting principles and the impact of the change in the accounting principles on the presentation of the financial information. To the extent reasonably feasible, the comparison shall be quantitative. A notice of the change in the accounting principles shall be provided in the manner as for a Listed Event under Section 5(c). (b) The Developer's Annual Report and Semi-Annual Report shall contain or incorporate by reference the following information with respect to each Major Developer: (i) If information regarding such Major Developer has not previously been included in an Annual Report, a Semi-Annual Report or the Official Statement, the Development Plan of such Major Developer; or, if information regarding such Major Developer has previously been included in an Annual Report, a Semi-Annual Report or the Official Statement, a description of the progress made in the implementation of the Development Plan of such Major Developer since the date of such information and a description of any significant changes in such Development Plan and the causes or rationale for such changes. 00 If information regarding such Major Developer has not previously been included in an Annual Report, a Semi-Annual Report or the Official Statement, the Financing Plan of such Major Developer; or, if information regarding such Major Developer has previously been included in an Annual Report, a Semi-Annual Report or the Official Statement, a description of any significant changes in the Financing Plan of such Major Developer and the causes or rationale for such changes, including an update of the table appearing in the Official Statement as Table 6 under the heading "THE DEVELOPMENT AND PROPERTY OWNERSHIP— Development Plan," which shall only be required in the Annual Report. (iii) A statement as to the number of lots owned by the Developer in the Community Facilities District for which building permits were issued during the six-month period covered by such Annual Report or Semi-Annual Report, the cumulative total of the lots for which building permits have been issued, the number of houses the construction of which it completed in the Community Facilities District during the six-month period covered by such Annual Report or Semi-Annual Report, the cumulative total of such houses, the number of houses in the Community Facilities District sold by it during the six-month period covered by such Annual Report or Semi-Annual Report, and the cumulative total of such houses sold by it. (iv) A description of any sales of portions of such Major Developer's Property during the six-month period ending on the last day of the period covered by such Annual Report or Semi-Annual Report, including the identification of each buyer (other than individual home buyers) and the number of residential lots or other acres sold; provided, however, that sales of five or fewer acres may be aggregated for the purpose of such description f i 6 Truckee DeveloperDisclosureAgreement,CDA.doc (v) With respect to any portion of the Property owned by such Major Developer and any of its Affiliates, a statement as to whether any taxes or assessment installments applicable to such portion of the Property are delinquent. (vi) A description of any change in the ownership structure of the Major Developer and/or the financial condition of the Major Developer or any of its Affiliates if such change in ownership structure and/or financial condition could materially interfere with the Major Developer's ability to complete its Development Plan. (vii) Any amendments to land use entitlements for any portion of the Property owned by a Major Developer that could have a material adverse affect on such Major Developer's most recently disclosed Financing Plan or Development Plan or on the ability of such Major Developer, or any Affiliate of such Major Developer, to pay installments of Special Taxes when due. (viii) Any precondition to commencement or continuation of development on any portion of the Property owned by a Major Developer imposed by a governmental entity after the date of issuance of the Bonds which has not been previously disclosed and which could have a material adverse affect, or any change in the status of any such precondition that was previously disclosed in the Official Statement, an Annual Report or a Semi-Annual Report, which could have a material adverse affect, on such Major Developer's most recently disclosed Financing Plan or Development Plan or on the ability of such Major Developer, or any Affiliate of such Major Developer, to pay installments of Special Taxes when due. (ix) Any previously undisclosed legislative, administrative or judicial challenges to development on any portion of the Property owned by such Major Developer, or any material change in the status of any such challenge that was previously disclosed in the Official Statement, an Annual Report or a Semi-Annual Report, that could have a material adverse affect on such Major Developer's most recently disclosed Financing Plan or Development Plan or on the ability of such Major Developer, or any Affiliate of such Major Developer, to pay installments of Special Taxes when due. (x) An update of the status of any previously reported Listed Event described in Section 5. (c) In addition to any of the information expressly required to be provided under Subsections (a) and (b) of this Section, the Developer shall provide such further information, if any, as may be necessary to make the specifically required statements, in the light of the circumstances under which they are made, not misleading. Major Developers that are Affiliates of each other may file either separate Annual Reports and Semi-Annual Reports or combined Annual Reports and Semi-Annual Reports covering all such entities. Any or all of the items listed above may be included by specific reference to other documents which have been submitted to each of the Repositories or the Securities and Exchange Commission. If the document included by reference is a final official statement, it must be available from the MSRB. The Developer shall clearly identify each such other document so included by reference. 7 Truckee DeveloperDisclosureAgreement,CDA.doc SECTION 5. Reporting of Significant Events. (a) The following events are Listed Events for purposes of this Agreement: (i) Any conveyance by a Major Developer of any portion of the Property owned by such Major Developer to an entity that is not an Affiliate of such Major Developer, the result of which conveyance is to cause the transferee to become a Major Developer: (ii) Any failure of a Major Developer, or any Affiliate of such Major Developer, to pay when due taxes or Special Taxes with respect to any portion of the Property owned by such Major Developer or Affiliate; (iii) Any refusal to provide funds pursuant to or any termination of, or any event of default under, any line of credit, loan or other arrangement to provide funds to a Major Developer or its Affiliate or any other loss of a source of funds that could have a material adverse affect on such Major Developer's most recently disclosed Financing Plan or Development Plan or on the ability of such Major Developer, or any Affiliate of such Major Developer, to pay installments of Special Taxes when due; (iv) The occurrence of an Event of Bankruptcy with respect to a Major Developer or any Affiliate of such Major Developer that owns any portion of the Property; (v) Any significant amendments to land use entitlements for such Major Developer's Property, if material to such Major Developer's most recently disclosed Development Plan; (vi) The filing of any lawsuit against a Major Developer which, in the reasonable judgment of such Major Developer, will adversely affect the completion of the development of Property owned by such Major Developer, or litigation which if decided against the Major Developer, in the reasonable judgment of the Major Developer, would materially adversely affect the financial condition of the Major Developer. (vii) The assumption of any obligations by a Major Developer pursuant to Section 6 hereof; and (viii) A change in a Major Developer's fiscal year. (b) Whenever the Developer obtains knowledge of the occurrence of a Listed Event, the Developer shall promptly (i) determine whether such event would be material under applicable federal securities laws and (it) if the Developer determines that such event would be material under applicable federal securities laws, notify the Dissemination Agent and the Issuer in writing. Such notice shall instruct the Dissemination Agent to report the occurrence pursuant to Subsection (c) and shall be in a format suitable for reporting to the MSRB and the State Repository, if any. (c) If the Dissemination Agent has been instructed by the Developer to report the occurrence of a Listed Event, the Dissemination Agent shall file a notice of such occurrence with the MSRB, the State Repository and the Participating Underwriter. 8 Truckee DeveloperDisclosureAgreement, CDA.doc SECTION 6. Assumption of Obligations. If a portion of the Property owned by the Developer, or any Affiliate of the Developer, is conveyed to a Person that, upon such conveyance, will be a Major Developer, the obligations of the Developer hereunder with respect to the Property owned by such Major Developer and its Affiliates may be assumed by such Major Developer or by an Affiliate thereof. In order to effect such assumption, such Major Developer or Affiliate shall enter into an Assumption Agreement. SECTION 7. Termination of Reporting Obligation. The Developer's obligations hereunder shall terminate (except as provided in Section 12) upon the earliest to occur of(a) the legal defeasance, prior redemption or payment in full of all the Bonds, (b) the date on which those portions of the Rule which require this written undertaking are held to be invalid by a court of competent jurisdiction in a non-appealable action, have been repealed retroactively or otherwise do not apply to the Bonds, (c) the'first date on which no Property Owner is a Major Developer, (d) the first date on which the Developer (i) is no longer a Major Developer and (ii) has no obligations hereunder with respect to any property because such obligations have been assumed by one or more Major Developers or Affiliates thereof pursuant to an Assumption Agreement or (e) the date as of which both of the following have occurred: (1) the Board of the Issuer has adopted a resolution to the effect that the Issuer does not intend to issue any additional bonds payable from Special Taxes applicable to property in the Community Facilities District and (2) the Issuer has received a certificate from an Independent Financial Consultant to the effect that the aggregate amount of the Maximum Special Tax applicable to the Developed Property in the Community Facilities District is not less than 1.1 times the Maximum Annual Debt Service on bonds payable from Special Taxes applicable to property in the Community Facilities District then outstanding. The Developer's obligations under this Disclosure Agreement with respect to a Person that purchased Property from the Developer and that became a Major Developer as a result thereof shall terminate upon the earliest to occur of(w) date on which such Person is no longer a Major Developer, (x) the date on which the Developer's obligations with respect to such Person are assumed under an Assumption Agreement entered into pursuant to Section 6, (y) the date on which all Special Taxes applicable to the portion of the Property owned by such Major Developer and its Affiliates are prepaid in full and (z) the date described in clause (e) of the preceding sentence; provided however, until the occurrence of any of the events described in clauses (w) through (z), the Developer's obligations hereunder with respect to each other Major Developer, if any, shall remain in full force and effect. Upon the occurrence of any such termination prior to the final maturity of the Bonds, the Developer shall cause the Dissemination Agent to give notice of such termination in the same manner as for a Listed Event under Section 5(c). SECTION 8. Dissemination Agent. The Developer may, from time to time and with the prior written consent of the Issuer, discharge the Dissemination Agent with or without appointing a successor Dissemination Agent. The Dissemination Agent may resign by providing thirty (30) days' written notice to the Developer and the Issuer. If at any time there is no other designated Dissemination Agent, the Developer shall be the Dissemination Agent. If the Dissemination Agent is an entity other than the Developer, the Developer shall be responsible for paying the fees and expenses of such Dissemination Agent for its services provided hereunder. SECTION 9. Amendment: Waiver. Notwithstanding any other provision of this Disclosure Agreement, the Developer and the Dissemination Agent may amend this Disclosure 9 Truckee DeveloperDisclosureAgreement, CDA.doc Agreement (and the Dissemination Agent shall agree to any amendment so requested by the Developer, so long as such amendment does not adversely affect the rights or obligations of the Dissemination Agent), and any provision of this Disclosure Agreement may be waived, provided that (a) if the amendment or waiver relates to Sections 3(a), 4 or 5(a)hereof, such amendment or waiver is made in connection with a change in legal requirements, change in law or change in the identity, nature, or status of the Developer or the type of business conducted; (b) the undertakings herein, as proposed to be amended or waived, would, in the opinion of Bond Counsel approved by the Issuer and the Participating Underwriter, have complied with the requirements of the Rule at the time of the primary offering of the Bonds, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances; and (c) the amendment or waiver either (i) is approved by the Bond Owners in the same manner as provided in the Indenture for amendments to the Indenture with the consent of Bond Owners, or (ii) does not, in the opinion of the Issuer or Bond Counsel, materially impair the interests of the Bond Owners or Beneficial Owners of the Bonds. SECTION 10. Additional Information. Nothing in this Disclosure Agreement shall be deemed to prevent the Developer from disseminating any other information, using the means of dissemination set forth in this Disclosure Agreement or any other means of communication, or including any other information in any Annual Report or Semi-Annual Report or notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure Agreement. If the Developer chooses to include any information in any Annual Report or Semi-Annual Report or notice of occurrence of a Listed Event in addition to that which is specifically required by this Disclosure Agreement, the Developer shall have no obligation under this Agreement to update such information or include it in any future Annual Report or Semi-Annual Report or notice of occurrence of a Listed Event. SECTION 11. Default. In the event of a failure of the Developer or the Dissemination Agent to comply with any provision of this Disclosure Agreement, the Dissemination Agent may (and, at the written request of the Participating Underwriter or the Owners of at least 25% of the aggregate principal amount of Outstanding Bonds, and upon being indemnified to its reasonable satisfaction against the costs, expenses and liabilities to be incurred in compliance with such request, shall), or the Participating Underwriter or any Bond Owner or Beneficial Owner of the Bonds may, take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the Developer or the Dissemination Agent, as the case may be, to comply with its obligations under this Disclosure Agreement. A default under this Disclosure Agreement shall not be deemed an event of default under the Indenture, and the sole remedy under this Disclosure Agreement in the event of any failure of the Developer or the Dissemination Agent to comply with this Disclosure Agreement shall be an action to compel performance. SECTION 12. Duties Immunities and Liabilities of Dissemination Agent. The Dissemination Agent shall not have any responsibility for the content of any Annual Report, Semi-Annual Report or notice of a Listed Event. The Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure Agreement, and the Developer agrees to indemnify and save the Dissemination Agent, its officers, directors, employees and agents, harmless against any loss, expense and liabilities which it may incur arising out of or in the exercise or performance of its powers and duties hereunder, including the reasonable costs and 10 Truckee DeveloperDisclosureAgreement,CDA.doc expenses (including attorneys fees) of defending against any claim of liability, but excluding losses, expenses and liabilities due to the Dissemination Agent's negligence or willful misconduct or the negligence or willful misconduct of any of its officers, directors, employees and agents. The obligations of the Developer under this Section shall survive resignation or removal of the Dissemination Agent and payment of the Bonds. The Dissemination Agent will not, without the Developer's prior written consent, settle, compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding in respect of which indemnification may be sought hereunder unless such settlement, compromise or consent includes an unconditional release of the Developer and its Affiliates from all liability arising out of any such claim, action or proceedings. A request by the Dissemination Agent for the Developer's written consent shall be answered within a reasonable amount of time to allow the Dissemination Agent to act in a timely manner. If any claim, action or proceeding is settled with the consent of the Developer or if there is a judgment (other than a stipulated final judgment without the approval of the Developer) for the plaintiff in any such claim, action or proceeding, with or without the consent of the Developer, the Developer agrees to indemnify and hold harmless the Dissemination Agent to the extent described herein. SECTION 13. Notices. Any notices or communications to or among any of the parties to this Disclosure Agreement may be given as follows: Issuer: Board of Directors Truckee Donner Public Utility District, as legislative body of Truckee Donner Public Utility District Community Facilities District No. 03-1 (Old Greenwood) P.O. Box 309 Truckee, California 96160 Attn: General Manager Dissemination Agent: MuniFinancial 27358 Via Industria, Suite 110 Temecula, CA 92590 Attn: Developer: Old Greenwood LLC c/o East West Partners 10164 Donner Pass Rd., Suite 3 Truckee, CA 96161 Attn: Participating Underwriter: UBS Financial Services Inc. 777 South Figueroa Street, 50"' Floor Los Angeles, CA 90017 Attn: Public Finance SECTION 14. Beneficiaries. This Disclosure Agreement shall inure solely to the benefit of the Issuer, the Dissemination Agent, the Developer, the Participating Underwriter and Bond I Truckee DeveloperDiselosureAgreement, CDA.doc Owners and Beneficial Owners from time to time of the Bonds, and shall create no rights in any other person or entity. SECTION 15. Assignability. The Developer shall not assign this Disclosure Agreement or any right or obligation hereunder except to the extent permitted to do so under the provisions of Section 6 hereof. The Dissemination Agent may, with prior written notice to the Developer and the Issuer, assign this Disclosure Agreement and the Dissemination Agent's rights and obligations hereunder to a successor Dissemination Agent. SECTION 16. Merger. Any person succeeding to all or substantially all of the Dissemination Agent's corporate trust business shall be the successor Dissemination Agent without the filing of any paper or any further act. SECTION 17. Severability. In case any one or more of the provisions contained herein shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof. SECTION 18. Goveming Law. The validity, interpretation and performance of this Disclosure Agreement shall be governed by the laws of the State of California. SECTION 19. Counterparts. This Disclosure Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. [OLD GREENWOOD LLC SIGNATURE BLOCK TO COME] By: Its: MUNIF'INANCIAL, as Dissemination Agent By: Its: 12 Truckee DeveloperDisclosureAgreement,CDA.doc EXHIBIT A NOTICE TO MUNICIPAL SECURITIES RULEMAKING BOARD OF FAILURE TO FILE ANNUAL REPORT Name of Obligated Person: Old Greenwood LLC, a California general partnership Name of Bond Issue: Truckee Donner Public Utility District Community Facilities District No. 03-1 (Old Greenwood) Special Tax Bonds Date of Issuance: 12003 NOTICE IS HEREBY GIVEN that Old Greenwood LLC has not provided [an Annual Report] [a Semi-Annual Report] with respect to the above-named Bonds as required by Section 3 of the Developer Continuing Disclosure Agreement, dated as of December 1, 2003. The Developer anticipates that the required report will be filed by Dated: MUNIFINANCIAL, as Dissemination Agent By: cc: Old Greenwood LLC Issuer 13 Truckee DeveloperDiselosureAgreement,CDA.doc Agenda Item #' TRUCKEE DONNER PUBLIC UTILITY DISTRICT COMMUNITY FACILITIES DISTRICT NO. 03-1 (OLD GREENWOOD) SPECIAL TAX BONDS BOND PURCHASE AGREEMENT , 2003 Board of Directors Truckee Donner Public Utility District, as legislative body of Truckee Donner Public Utility District Community Facilities District No. 03-1 (Old Greenwood) P.O. Box 309 Truckee, California 96160 Gentlemen: UBS Financial Services Inc. (the "Underwriter"), acting not as a fiduciary or agent for you, but on behalf of itself, offers to enter into this Bond Purchase Agreement with Truckee Donner Public Utility District Community Facilities District No. 03-1 (Old Greenwood) (the "Community Facilities District") which, upon acceptance, will be binding upon the Community Facilities District and the Underwriter. This offer is made subject to its acceptance by the Community Facilities District on the date hereof, and it is subject to withdrawal by the Underwriter upon notice delivered to the Community Facilities District at any time prior to the acceptance by the Community Facilities District. Capitalized terms that are used in this offer and not otherwise defined herein shall have the respective meanings ascribed to them in the Indenture (as hereinafter defined). 1. Purchase, Sale and Delivery of the Bonds (a) Subject to the terms and conditions, and in reliance upon the representations, warranties and agreements set forth herein, the Underwriter agrees to purchase from the Community Facilities District, and the Community Facilities District agrees to sell to the Underwriter, all (but not less than all) of the Truckee Donner Public Utility District Community Facilities District No. 03-1 (Old Greenwood) Special Tax Bonds (the `Bonds") in the aggregate principal amount specified in Exhibit A hereto. The Bonds shall be dated the Closing Date (as hereinafter defined), bear interest from said date (payable semiannually on March 1 and September 1 in each year, commencing March 1, 2004) at the rates per annum, and mature on the dates and in the amounts set forth in Exhibit A hereto. The purchase price for the Bonds shall be $ (representing the principal amount of the Bonds, less an Underwriter's discount of$ , and [less net original issue discount] [plus net original issue premium] of$ OldGmwd,BondPurchaseA reemnt(3)doc2? °_'.O (b) The Bonds shall be substantially in the form described in, shall be issued and secured under the provisions of, and shall be payable and be subject to redemption as provided in, a Trust Indenture (the "Indenture"), dated December 1, 2003, by and between the District and BNY Western Trust Company(the"Trustee"). (c) The Underwriter has previously distributed to potential purchasers of the Bonds the Preliminary Official Statement for the Bonds, dated 2003 (which Preliminary Official Statement, together with its cover page and all appendices thereto, is herein referred to as the "Preliminary Official Statement" and which, as amended with the prior approval of the Underwriter and executed by the Community Facilities District, will be referred to herein as the "Official Statement"). Such distribution of the Preliminary Official Statement by the Underwriter subsequent to its receipt of a certificate from the Community Facilities District deeming the Preliminary Official Statement final for purposes of Rule 15c2-12 of the Securities and Exchange Commission ("Rule 15c2-12"). The Community Facilities District hereby ratifies the use by the Underwriter of the Preliminary Official Statement and authorizes the Underwriter to use and distribute the Official Statement, the Indenture, the Community Facilities District Continuing Disclosure Agreement, dated as of December 1, 2003, by and between the Community Facilities District and MuniFinancial, as Dissemination Agent (the "District Continuing Disclosure Agreement'), this Bond Purchase Agreement, any other documents or contracts to which the Community Facilities District is a party, and all information contained therein, and all other documents, certificates and statements furnished by the Community Facilities District to the Underwriter in connection with the transactions contemplated by this Bond Purchase Agreement, in connection with the offer and sale of the Bonds by the Underwriter. (d) At 8:00 A.M., Pacific Daylight Time, on , 2003, or at such earlier time or date as shall be agreed upon by the Underwriter and the Community Facilities District (such time and date being herein referred to as the "Closing Date"), the Community Facilities District will deliver(i) to The Depository Trust Company in New York, New York, the Bonds in definitive form (all Bonds being in book-entry form registered in the name of Cede & Co. and having the CUSIP numbers assigned to them printed thereon), duly executed by the officers of the District as the officials of the Community Facilities District as provided in the Indenture, and (ii) to the Underwriter, at the Newport Beach, California offices of Stradling Yocca Carlson& Rauth, a Professional Corporation ("Bond Counsel"), the documents herein mentioned; and the Underwriter shall accept such delivery and pay the purchase price of the Bonds in same day funds (such delivery and payment being herein referred to as the "Closing"). (e) The Underwriter agrees to make a bona fide public offering of the Bonds at the initial offering prices set forth in the Official Statement, which prices may be changed from time to time by the Underwriter after such offering. 2. Representations, Warranties and Agreements of the Community Facilities District The Community Facilities District represents, warrants and covenants to and agrees with the Underwriter that: (a) The District is duly organized and is validly existing under the Constitution and laws of the State as a public utility district, has full legal right, power, and authority to execute, 2 O1dGrnwd BondPurehaseAreemnt f3)doc?3��3;_ n� deliver and perform its obligations under the Acquisition and Disclosure Agreement, dated as of October 1, 2003 (the "Acquisition Agreement') between Old Greenwood LLC, a limited liability company (the "Developer") and the District and to carry out all transactions contemplated by the Acquisition Agreement. (b) The District has duly adopted a resolution forming the Community Facilities District(the "Resolution of Formation") and an ordinance authorizing the levy of a special tax on the taxable property within the Community Facilities District (the "Special Tax Ordinance") and all other ordinances and resolutions referred to in the Resolution of Formation and the Special Tax Ordinance. The District has caused to be recorded in the real property records of the County of Nevada a Notice of Special Tax Lien(the "Notice of Special Tax Lien")(such ordinances and resolutions and Notice of Special Tax Lien being collectively referred to herein as the "Formation Documents"). Each of the Formation Documents remains in full force and effect as of the date hereof and has not been amended. (c) The Community Facilities District is duly organized and validly existing as a community facilities -district under the Mello-Roos Community Facilities Act of 1982, as amended (the "Act") and the laws of the State of California and has, or at the Closing Date will have, as the case may be, full legal right, power and authority (i)to execute, deliver and perform its obligations under this Bond Purchase Agreement, the Indenture and the District Continuing Disclosure Agreement, and to carry out all transactions contemplated by each of such agreements,(ii)to issue, sell and deliver the Bonds to the Underwriter pursuant to the Indenture as provided herein, and (iii)to carry out, give effect to and consummate the transactions contemplated by the Formation Documents and the Official Statement and by the Indenture, this Bond Purchase Agreement, the District Continuing Disclosure Agreement and the Acquisition Agreement (collectively, the"Community;Facility District Documents"); (d) The Community Facilities District has complied, and at the Closing Date will be in compliance, in all material respects, with the Act and the Community Facilities District Documents; and any immaterial compliance therewith by the Community Facilities District, if any, will not impair the ability of the Community Facilities District to carry out, give effect to or consummate the transactions contemplated by the foregoing. From and after the date of issuance of the Bonds, the Community Facilities District will continue to comply with the Act and the covenants of the Community Facilities District contained in the Community Facilities District Documents; (e) The District has duly and validly: (i) taken or caused to be taken; all proceedings necessary under the Act and the Constitution and laws of the State of California in order to form the Community Facilities District, to authorize the levy of a special tax (the "Special Tax") on the taxable property within the Community Facilities District pursuant to the Rate and Method of Apportionment of Special Tax approved pursuant to the Resolution of Formation (the "Rate and Method of Apportionment'), to cause the Special Tax to be secured by a continuing lien on each parcel of Taxable Property (as defined in the Rate and Method of Apportionment) and to authorize the sale and issuance of the Bonds, (ii) authorized and approved the execution and delivery of the Community Facilities District Documents, (iii) authorized the preparation and delivery of the Preliminary Official Statement and the Official Statement, and (iv) authorized and approved the performance by the Community Facilities District of its obligations contained in, 3 O1dGrnwd.BondPurchasek�reemitt f3)doc���'°,�—;-E.ri�t' and the taking of any and all action as may be necessary to carry out, give effect to and consummate the transactions contemplated by, each of said Community Facilities District Documents (including, without limitation, the collection of the Special Tax); and the Community Facilities District has been validly formed, the Special Tax has been approved and its levy authorized, and (assuming due authorization, execution and delivery by other parties thereto, where necessary) the Community Facilities District Documents and the Bonds will constitute the valid, legal and binding obligations of the Community Facilities District enforceable in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights in general and to the application of equitable principles; (1) The Community Facilities District is not in breach of or default under any applicable law or administrative rule or regulation of the United States or the State of California, or of any department, division, agency or instrumentality of either of them, or under any applicable court or administrative decree or order, or under any loan agreement, note, resolution, indenture, contract, agreement or other instrument to which the Community Facilities District is a party or is otherwise subject or bound, a consequence of which could be to materially and adversely affect the performance by the Community Facilities District of its obligations under the Community Facilities District Documents or the Bonds; and compliance with the provisions of each thereof will not conflict with or constitute a breach of or default under any applicable law or administrative rule or regulation of the United States or the State of California, or of any department, division, agency or instrumentality of either of them, or under any applicable court or administrative decree or order, or a material breach of or default under any loan agreement, note, resolution, indenture, contract, agreement or other instrument to which the Community Facilities District is a party or is otherwise subject or bound; (g) Except for compliance with the "blue sky" or other states securities law filings, as to which the Community Facilities District makes no representations, all approvals, consents, authorizations, elections and orders of or filings or registrations with any State governmental authority, board, agency or commission having jurisdiction which would constitute a condition precedent to, or the absence of which would materially adversely affect, the performance by the Community Facilities District of its obligations hereunder, or under the Community Facilities District Documents or the Bonds, have been obtained and are in full force and effect; (h) The Special Tax has been duly and lawfully authorized and may be levied and collected under the laws of the State of California; and, when levied, the Special Tax will constitute a valid and legally binding continuing lien on the properties on which it levied; (i) Until the date which is twenty-five (25) days after the "end of the underwriting period" (as hereinafter defined), if any event shall occur of which the Community Facilities District becomes aware, as a result of which it may be necessary to supplement the Official Statement in order to make the statements in the Official Statement, in light of the circumstances existing at such time, not misleading, the Community Facilities District shall forthwith notify the Underwriter of such event and shall cooperate fully in furnishing any information available to it for any supplement to the Official Statement necessary so that the statements therein, as so supplemented, will not be misleading in light of the circumstances existing at such time; and the Community Facilities District shall promptly furnish to the Underwriter a reasonable number of 4 OldGrnwd,BondPurchaseAereemnt _. ..... , copies of such supplement (as used herein, the term "end of the underwriting period" means the later of such time as (i) the Community Facilities District delivers the Bonds to the Underwriter, or (ii) the Underwriter does not retain, directly or as a member of an underwriting syndicate, an unsold balance of the Bonds for sale to the public; and, unless the Underwriter delivers written notice to the contrary to the Community Facilities District prior to the Closing specifying another date to be deemed the "end of the underwriting period," the "end of the underwriting period" shall be deemed to be the Closing Date); 0) The Indenture creates a valid pledge of the Net Special Taxes and the moneys in Special Tax Fund established pursuant to the Indenture, including the investments thereof, subject in all cases to the provisions of the Indenture permitting the application thereof for the purposes and on the terms and conditions set forth therein; (k) Except as disclosed in the Official Statement, no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, regulatory agency, public board or body is pending or, to the knowledge of the Community Facilities District, threatened against the Community Facilities District (i) which would materially adversely affect the ability of the Community Facilities District to perform its obligations under the Community Facilities District Documents or the Bonds, or (ii) seeking to restrain or to enjoin: (A) the development of any of the land within the Community Facilities District, (B) the issuance, sale or delivery of the Bonds, (C) the application of the proceeds thereof in accordance with the Indenture or the Acquisition Agreement, or (D) the collection or application of the Special Tax, or the pledge thereof, or in any way contesting or affecting the validity or enforceability of the Bonds, the Community Facilities District Documents, any tentative or final subdivision map or building permits applicable to property within the Community Facilities District, any other instruments relating to the development of any of the property within the Community Facilities District, or any action contemplated by any of said documents, or (iii) in any way contesting the completeness or accuracy of the Preliminary Official Statement or the Official Statement or the powers or authority of the Community Facilities District with respect to the Bonds, the Community Facilities District Documents, or any action of the Community Facilities District contemplated by any of said documents; nor is there any action pending or, to the knowledge of the Community Facilities District, threatened against the Community Facilities District which alleges that interest on the Bonds is not excludable from gross income for federal income tax purposes or is not exempt from California personal income taxation; (1) The District and the Community Facilities District will furnish such information, execute such instruments and take such other action in cooperation with the Underwriter as the Underwriter may reasonably request in order for the Underwriter to qualify the Bonds for offer and sale under the "Blue Sky" or other securities laws and regulations of such states and other jurisdictions of the United States as the Underwriter may designate; provided, however, neither the District nor the Community Facilities District shall not be required to register as a dealer or a broker of securities or to consent to service of process in connection with any blue sky filing; (m) Any certificate signed by any authorized official of the District or the Community Facilities District authorized to do so shall be deemed a representation and warranty to the Underwriter as to the statements made therein; 5 OldGrnwdBondPurchaseAercemnt(3)docZ?4'' (n) The Community Facilities District will apply the proceeds of the Bonds in accordance with the Indenture and the Acquisition Agreement and as described in the Official Statement; (o) The Official Statement (except the portion thereof entitled "THE DEVELOPMENT AND PROPERTY OWNERSHIP AND DEVELOPMENT," as to which no view need be expressed) is, as of the date thereof, and will be, as of the Closing Date, true, correct and complete in all material respects; and the Official Statement (except the portion thereof mentioned above, as to which no view need be expressed), does not, as of the date thereof, and will not, as of the Closing Date, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and (p) The Preliminary Official Statement heretofore delivered to the Underwriter has been deemed final by the Community Facilities District as of its date, except for the omission of such information as is permitted to be omitted in accordance with paragraph (b)(1) of Rule 15c2- 12. The Community Facilities District hereby covenants and agrees that, within seven (7) business days from the date hereof, or (upon reasonable written notice from the Underwriter) within sufficient time to accompany any confirmation requesting payment from any customers of the Underwriter, the Community Facilities District shall cause a final printed form of the Official Statement to be delivered to the Underwriter in a quantity mutually agreed upon by the Underwriter and the Community Facilities District so that the Underwriter may comply with paragraph(b)(4) of Rule 15c2-12 and Rules G-12, G-15, G-32 and G-36 of the Municipal Securities Rulemaking Board. 3. Conditions to the Obligations of the Underwriter. The obligations of the Underwriter to accept delivery of and pay for the Bonds on the Closing Date shall be subject, at the option of the Underwriter, to the accuracy in all material respects of the representations and warranties on the part of the Community Facilities District contained herein, as of the date hereof and as of the Closing Date, to the accuracy in all material respects of the statements of the officers and other officials of the Community Facilities District and the statements of the officers and other officials of the Developer made in any certificates or other documents furnished pursuant to the provisions hereof, to the performance by the Community Facilities District of its obligations to be performed hereunder at or prior to the Closing Date and to the following additional conditions: (a) At the Closing Date, the Community Facilities District Documents and the Developer Continuing Disclosure Agreement, dated as of December 1, 2003, between the Developer and MuniFinancial, as dissemination agent (the "Developer Continuing Disclosure Agreement') shall be in full force and effect, and shall not have been amended, modified or supplemented, except as may have been agreed to in writing by the Underwriter, and there shall have been taken in connection therewith, with the issuance of the Bonds and with the transactions contemplated thereby and by this Bond Purchase Agreement, all such actions as, in the opinion of Bond Counsel, shall be necessary and appropriate; (b) Between the date hereof and the Closing Date, the market price or marketability of the Bonds at the initial offering prices set forth in the Official Statement shall not have been 6 O1dGmwd.BondPurchaseAereemnt("i)doc?35234-44)(�C .... materially adversely affected, in the judgment of the Underwriter (evidenced by a written notice to the Community Facilities District terminating the obligation of the Underwriter to accept delivery of and pay for the Bonds)by reason of any of the following: (1) legislation introduced in or enacted (or resolution passed) by the Congress of the United States of America or recommended to the Congress by the President of the United States, the Department of the Treasury, the Internal Revenue Service, or any member of Congress, or favorably reported for passage to either House of Congress by any committee of such House to which such legislation had been referred for consideration or a decision rendered by a court established under Article III of the Constitution of the United States of America or by the Tax Court of the United States of America, or an order, ruling, regulation (final, temporary or proposed), press release or other form of notice issued or made by or on behalf of the Treasury Department or the Internal Revenue Service of the United States of America, with the purpose or effect, directly or indirectly, of imposing federal income taxation upon the interest that would be received by the holders of the Bonds beyond the extent to which such interest is subject to taxation as of the date hereof, (2) legislation introduced in or enacted (or resolution passed) by the Congress of the United States of America, or an order, decree or injunction issued by any court of competent jurisdiction, or an order, ruling, regulation (final, temporary or proposed), press release or other form of notice issued or made by or on behalf of the Securities and Exchange Commission, or any other governmental agency having jurisdiction of the subject matter, to the effect that obligations of the general character of the Bonds, or the Bonds, including any or all underlying arrangements, are not exempt from registration under or other requirements of the Securities Act of 1933, as amended, or that the Indenture is not exempt from qualification under or other requirements of the Trust Indenture Act of 1939, as amended, or that the issuance, offering or sale of obligations of the general character of the Bonds, or of the Bonds, including any or all underwriting arrangements, as contemplated hereby or by the Official Statement or otherwise is or would be in violation of the federal securities laws, rules or regulations as amended and then in effect; (3) the occurrence of any outbreak of hostilities or other national or international calamity or crisis, or the escalation of an existing national or international calamity or crisis, the effect of such outbreak, calamity or crises on the financial markets of the United States being such as would make it impracticable, in the reasonable opinion of the Underwriter, for the Underwriter to sell the Bonds (it being acknowledged by the Underwriter that as of the date hereof no such event is occurring); (4) establishment of any new restrictions on securities materially affecting the free market for securities (including the imposition of any limitations on interest rates) or the charge to the net capital requirements of the Underwriter established by the New York Stock Exchange, the Securities and Exchange Commission, any other Federal or state agency or the Congress of the United States, or by Executive Order; (5) any amendment to the federal or California Constitution or action by any federal or California court, legislative body, regulatory body or other authority materially adversely affecting the tax status of the Community Facilities District, its property, income, 7 OIdC nwd BondPurchaceA�reemnt(i)doc"" ° .^^ _ _...... securities (or interest thereon), the validity or enforceability of the Special Tax or the ability of the Community Facilities District to construct or acquire the improvements as contemplated by the Community Facilities District Documents or the Official Statement or the right of any owner of the property within the Community Facilities District to develop such property in the manner described in the Official Statement; or (6) any event occurring, or information becoming known, which, in the judgment of the Underwriter, makes untrue in any material respect any statement or information contained in the Official Statement, or results in the Official Statement containing any untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (c) On the Closing Date, the Underwriter shall have received counterpart originals or certified copies of the following documents, in each case satisfactory in form and substance to the Underwriter: (1) The Community Facilities District Documents, together with a certificate dated as of the Closing Date of the Secretary of the Board to the effect that each such document is a true, correct and complete copy of the one duly approved by the Board; District; (2) The Official Statement, duly executed by the Community Facilities (3) The opinion of Bond Counsel, dated the Closing Date and addressed to the Community Facilities District, in substantially the form attached to the Preliminary Official Statement as APPENDIX G, and a reliance letter from such firm, dated the Closing Date and addressed to the Underwriter, to the effect that such approving opinion addressed to the Community Facilities District may be relied upon by the Underwriter to the same extent as if such opinion was addressed to them; (4) The supplemental opinion of Bond Counsel, dated the Closing Date and addressed to the Underwriter, to the effect that (i) this Bond Purchase Agreement, the Indenture and the Community Facilities District Continuing Disclosure Agreement have been duly authorized, executed and delivered by the Community Facilities District, and, assuming such agreements constitute valid and binding obligations of the other parties thereto, constitute the legally valid and binding agreements of the Community Facilities District enforceable in accordance with their respective terms, except as enforcement may be limited by bankruptcy, moratorium, insolvency or other laws affecting creditor's rights or remedies and is subject to general principles of equity; (ii) the Bonds are not subject to the registration requirements of the Securities Act of 1933, as amended, and the Indenture is exempt from qualification pursuant to the Trust Indenture Act of 1939, as amended; (iii) a notice of Special Tax lien meeting the requirements of the Act has been duly recorded in the Office of the County Recorder of the County of Nevada in accordance with the provisions of the Act; and (iv) the statements contained in the Official Statement under the captions "THE BONDS," "SOURCES OF PAYMENT FOR THE BONDS," "SPECIAL RISK FACTORS," "TAX MATTERS," and "CONTINUING DISCLOSURE," and in APPENDIX D and APPENDIX G, insofar as such 8 OldGrnwd.BondPurehaseAgreemnt(3)doc2'462;°-4-D0G statements expressly summarize certain provisions of the Bonds, the Indenture, the other agreements and the opinion of such firm concerning the exclusion from gross income for federal income tax purposes and exemption from State of California personal income taxes of interest on the Bonds, are accurate in all material respects; (5) The opinion of Stradling Yocca Carlson & Rauth, a Professional Corporation, dated the Closing Date and addressed to the Community Facilities District and to the Underwriter, to the effect that, without having undertaken to determine independently the accuracy or completeness of the statements contained in the Official Statement, but on the basis of their participation in conferences with representatives of the Community Facilities District, each Developer, the Appraiser and others, and their examination of certain documents, nothing has come to their attention which has led them to believe that the Official Statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (except that no opinion or belief need be expressed as to any financial statements or other financial, statistical or engineering data or forecasts, numbers, charts, estimates, projections, assumptions, or expressions of opinion, any information about valuation, appraisals, absorption, archeological or environmental matters, or any information about The Depository Trust Company or the book-entry-only system); (6) A certificate, dated the Closing Date and signed by an authorized representative of the Community Facilities District, ratifying the use and distribution by the Underwriter of the Preliminary Official Statement and the Official Statement in connection with the offering and sale of the Bonds and certifying that (i) the representations and warranties of the Community Facilities District contained in Section 2 hereof are true and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date except that all references therein to the Preliminary Official Statement shall be deemed to be references to the Official Statement; (ii) to the best of his or her knowledge, no event has occurred since the date of the Official Statement affecting the matters contained therein which should be disclosed in the Official Statement for the purposes for which it is to be used in order to make the statements and information contained in the Official Statement not misleading in any material respect, and the Bonds and the Community Facilities District Documents conform as to form and tenor to the descriptions thereof contained in the Official Statement; and (iii) the Community Facilities District has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied under the Community Facilities District Documents and the Official Statement at or prior to the Closing Date; (7) An opinion, dated the Closing Date and addressed to the Underwriter, of Dennis W. De Cuir, A Law Corporation, Special Counsel for the District, dated the Closing Date and addressed to the Underwriter, to the effect that (i) the District was duly organized and is validly existing under the Constitution and laws of the State as a public utility district; (ii) the District has full legal right, power, and authority to execute and deliver, on behalf of the Community Facilities District, the Community Facilities District Documents, (in) the Community Facilities District have been duly authorized, executed, and delivered by the District on behalf of the Community Facilities District and, assuming due authorization and execution by any other applicable parties thereto, the Community Facilities District Documents constitute the valid and binding obligations of the Community Facilities District, enforceable in accordance 9 OldGrnwd,BondPurchaseAgreemnt(3)doc24J239_'.^^C with their respective terms, subject to laws relating to bankruptcy, insolvency, or other laws affecting the enforcement of creditors' rights generally and the application of equitable principles if equitable remedies are sought; (iv) the District adopted the resolutions and ordinances forming the Community Facilities District, confirming the Special Tax, approving the Community Facilities District Documents and authorizing the sale and issuance of the Bonds at meetings of the Board which were called, held and conducted pursuant to law and with all public notice required by law and at which a quorum was present and acting throughout, and such resolutions and ordinances are now in full force and effect and have not been amended, modified or rescinded; (v) to the best of such counsel's knowledge, after due inquiry, there are no actions, suits, proceedings, inquiries, or investigations, at law or in equity, before or by any court, governmental agency, public board, or body, pending or threatened against the District or the Community Facilities District, for which the District or the Community Facilities District has been served, to restrain or enjoin the formation of the Community Facilities District, the issuance of the Bonds, the collection or application of the Special Tax, or the payment of principal of and interest on the Bonds, or in any way contesting the validity of the Bonds or the other District Documents or this Bond Purchase Agreement; (vi) the execution and delivery of the Community Facilities District Documents and the approval of the Official Statement, and compliance with the provisions thereof and hereof, under the circumstances contemplated thereby, do not and will not in any material respect conflict with or constitute on the part of the District or the Community Facilities District a breach of or default under any agreement or other instrument to which either is a party or by which either is bound or any existing law, regulation, court order or consent decree to which either is subject; (vii) the Special Tax constituting the security for the Bonds has been duly and lawfully levied under and pursuant to the Act and constitutes valid and legally binding liens on the properties on which it has been levied; and (viii) to the best of such counsel's knowledge, without conducting an independent investigation, the information contained in the Official Statement relating to the District, the Community Facilities District, the Special Tax and the Bonds (except for the financial statements and other financial, statistical or engineering data or forecasts, numbers, charts, estimates, projections, assumptions, or expressions of opinion, any information about valuation, appraisals, absorption, archeological or environmental matters, the Appendices thereto, or any information about The Depository Trust Company or the book-entry-only system, as to which no view need be expressed) is correct in all material respects and does not contain any untrue or misleading statement of a material fact or omit a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (8) An opinion, dated the date of the Closing and addressed to the Underwriter, of Nossaman, Guthner, Knox & Elliott, LLP, counsel to the Underwriter, in such form as may be acceptable to the Underwriter and counsel to the Underwriter, including an opinion that the Bonds are not subject to the registration requirements of the Securities Act of 1933, as amended. (9) The District Continuing Disclosure Agreement, in substantially the form set forth in APPENDIX E of the Official Statement; (10) The Developer Continuing Disclosure Agreement, in substantially the form set forth in APPENDIX F of the Official Statement; 10 OldGmwd.BondPurchaseAareemnt(3)doc_'?52?9_4-D,C (11) A certificate of the Developer, dated the Closing Date, in substantially the form attached hereto as Exhibit B; (12) An opinion of Hefner, Start & Marois, counsel to the Developer, dated the date of the Closing and addressed to the Community Facilities District and the Underwriter, in form and substance acceptable to the Underwriter and Underwriter's Counsel in substantially the form set forth in Exhibit C hereto; (13) A certificate, dated the Closing Date, of MuniFinancial ("MuniFinancial") to the effect that (i) the Special Tax, if collected in the maximum amounts permitted pursuant to the Rate and Method of Apportionment, will generate in each Fiscal Year at least 110% of the debt service payable with respect to the Bonds in the calendar year that begins in such Fiscal Year, based on such assumptions and qualifications as shall be acceptable to the Community Facilities District and the Underwriter; (ii) all information supplied by MuniFinancial to the Appraiser, as hereinafter defined, is true and correct as of the date of the Official Statement and as of the Closing Date, based on such assumptions as may have been supplied to such firm by the Appraiser, (iii) the information contained in the Appraisal with respect to taxes and tax rates applicable, and projected to be applicable, to the property in the Community Facilities District is consistent with such information provided by MuniFinancial to the Appraiser; (iv)the statements concerning the Rate and Method of Apportionment and the statistical and financial dataa set forth in the tables and discussion in the Official Statement which were derived from information supplied by MuniFinancial for use in the Official Statement and in APPENDIX A thereto are true, correct and complete in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and no events or occurrences have been ascertained by MuniFinancial or have come to its attention that would substantially change such information set forth in the Official Statement; (v) MuniFinancial has the full power and authority to enter into and perform its duties under the District Continuing Disclosure Agreement and the Developer Continuing Disclosure Agreement (collectively, the "Continuing Disclosure Agreements"); and (vi) the Continuing Disclosure Agreements have been duly authorized, executed and delivered by MuniFinancial and constitute the valid and binding obligation of MuniFinancial in accordance with their respective terms. (14) A letter from Brown, Chudleigh, Schuler, Donaldson & Associates (the "Appraiser"), dated the Closing Date and addressed to the Community Facilities District and the Underwriter, to the effect that the Appraiser has prepared the appraisal report with respect to the property located within the Community Facilities District dated as of November 3, 2003 (with an effective value date of November 1, 2003) (the "Appraisal") and that: (a) the Appraisal was included in the Preliminary Official Statement and the Official Statement with its permission, (b) neither the Appraisal nor the information in the Official Statement referring to it contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, (e) in its opinion, the assumptions made in the Appraisal referred to in the Official Statement are reasonable, and (d) no events or occurrences have been ascertained by the Appraiser or have come to the Appraiser's attention that would materially change the opinion set forth in the Appraisal; 11 OldGrnwd.BondPurchaseAgreemnt (15) A certificate of the Trustee, dated the Closing Date, in form and substance reasonably acceptable to the Underwriter; (16) An opinion, dated the Closing Date and addressed to the Underwriter and the Community Facilities District, of counsel to the Trustee in form and substance acceptable to the Community Facilities District and the Underwriter; (17) A certificate of Fieldman, Rolapp & Associates, the District's Financial Advisor, dated the date of the Closing, to the effect that while the Financial Advisor has not independently verified or undertaken an independent investigation of the information in the Preliminary Official Statement and the Official Statement, based on its participation in the preparation and review of the Preliminary Official Statement and Official Statement, no information has come to its attention which would lead it to believe that the information contained in the Preliminary Official Statement and Official Statement is as of the date of delivery of the Bonds, not true or correct in all material respects, or that the Preliminary Official Statement and the Official Statement contains any untrue statement of a material fact or omits to state a material fact where necessary to make a statement not misleading in light of the circumstances under which it was made. (18) Evidence satisfactory to the Underwriter that no ad valorem taxes, assessments, special taxes or Special Tax applicable to the property within Community Facilities District are delinquent; and (19) Such additional legal opinions, certificates, instruments and other documents as the Underwriter may reasonably request to evidence the truth and accuracy, as of the date hereof and as of the Closing Date, of the statements and information contained in the Preliminary Official Statement and the Official Statement, of the Community Facilities District's representations and warranties contained herein, and of the Developer's representations and warranties set forth in their certificates hereto and the due performance or satisfaction by,the Community Facilities District at or prior to the Closing of all agreements then to be performed and all conditions then to be satisfied by the Community Facilities District in connection with the transactions contemplated hereby and by the Official Statement. If the Community Facilities District shall be unable to satisfy the conditions to the obligations of the Underwriter to purchase, accept delivery of and pay for the Bonds contained in this Bond Purchase Agreement, or if the obligations of the Underwriter to purchase, accept delivery of and pay for the Bonds shall be terminated for any reason permitted by this Bond Purchase Agreement, this Bond Purchase Agreement shall terminate and neither the Underwriter nor the Community Facilities District shall be under any further obligation hereunder, except that the respective obligations of the Community Facilities District and the Underwriter set forth in Section 5 and Section 6 hereof shall continue in full force and effect. 4. Conditions of the Community Facilities District's Obligations The Community Facilities Districts obligations hereunder are subject to the Underwriter's performance of its obligations hereunder, and are also subject to the following conditions: 12 OldGrnwd BondPurchaseAQreemnt(3)doc2?62-;_,-nOG _ _ _.... (a) As of the Closing Date, no litigation shall be pending or, to the knowledge of the duly authorized officer of the Community Facilities District executing the certificate referred to in Section 3(c)(6) hereof, threatened, to restrain or enjoin the issuance or sale of the Bonds or in any way affecting any authority for or the validity of the Bonds or the Community Facilities District Documents or the existence or powers of the Community Facilities District; and (b) As of the Closing Date, the Community Facilities District shall receive the opinions referred to in Section 3(e)(3) and (5) hereof. 5. Expenses. Whether or not the Bonds are delivered to the Underwriter as set forth herein: (a) The Underwriter shall be under no obligation to pay, and the Community Facilities District shall pay or cause to be paid (out of any legally available funds of the Community Facilities District) all expenses incident to the performance of the Community Facilities District's obligations hereunder, including, but not limited to, the cost of preparing and delivering the Bonds to DTC, the cost of preparation, printing, distributing and delivering of the Indenture, the Preliminary Official Statement, the Official Statement and all other agreements and documents contemplated hereby (and drafts of any thereof) in such reasonable quantities as requested by the Underwriter; and the fees and disbursements of the Trustee, Bond Counsel, Disclosure Counsel and any financial advisors, special tax consultants, appraisers, accountants, engineers or any other experts or consultants the Community Facilities District retained in connection with the Bonds; and (b) The Community Facilities District shall be under no obligation to pay, and the Underwriter shall pay, any fees of the California Debt and Investment Advisory Commission, the cost of preparation of any "blue sky" or legal investment memoranda and this Bond Purchase Agreement; expenses to qualify the Bonds for sale under any "blue sky" or other state securities laws; and all other expenses incurred by the Underwriter in connection with its public offering and distribution of the Bonds (except those specifically enumerated in paragraph(a) of this section), including the fees and disbursements of its counsel and any advertising expenses. 6. Notices. Any notice or other communication to be given to the Community Facilities District under this Bond Purchase Agreement may be given by delivering the same in writing to the Community Facilities District in care of Truckee Donner Public Utility District at the address shown on page one hereof; and any notice or other communication to be given to the Underwriter under this Bond Purchase Agreement may be given by delivering the same in writing to UBS Financial Services Inc., 777 South Figueroa Street, 50th Floor, Los Angeles, CA 90017, Attention: Dan Gangwish. 7. Parties in Interest. This Bond Purchase Agreement is made solely for the benefit of the Community Facilities District and the Underwriter (including its successors or assigns), and no other person shall acquire or have any right hereunder or by virtue hereof. 8. Survival of Representations Warranties and Agreements The representations, warranties and agreements of the Community Facilities District set forth in or made pursuant to this Bond Purchase Agreement shall not be deemed to have been discharged, satisfied or 13 OIdCirnwd.BondPurchaeeAereemnt otherwise rendered void by reason of the Closing and regardless of any investigations made by or on behalf of the Underwriter(or statements as to the results of such investigations) concerning such representations and statements of the Community Facilities District and regardless of delivery of and payment for the Bonds. 9. Effective Date. This Bond Purchase Agreement shall become effective and binding upon the respective parties hereto upon the execution of the acceptance hereof by the Community Facilities District and shall be valid and enforceable as of the time of such acceptance. 10. Partial Unenforceability. Any provision of this Bond Purchase Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Purchase Agreement or affecting the validity or enforceability of such provision in any other jurisdiction. H. No Prior Aizreements. This Bond Purchase Agreement supersedes and replaces all prior negotiations, agreements and understandings between the parties hereto in relation to the sale of Bonds for the Community Facilities District. 12. Governing Law. This Bond Purchase Agreement shall be governed by the laws of the State of California. 14 OIdGrnwd.BondPurchaseAercemnt(3)docl�, 13. Counterparts. This Bond Purchase Agreement may be executed simultaneously in several counterparts, each of which shall be an original and all of which shall constitute one and the same instrument. Very truly yours, UBS FINANCIAL SERVICES INC. By: Managing Director By: Title: ACCEPTED: TRUCKEE DONNER PUBLIC UTILITY, on behalf of TRUCKEE DONNER PUBLIC UTILITY DISTRICT COMMUNITY FACILITIES DISTRICT NO. 03-1 (OLD GREENWOOD) By: General Manager 15 OldQn wd.BondPurchaSeAereemnt(3)doc2 5_'?°_' )OC ... _ __ EXHIBIT A MATURITY SCHEDULE Maturity Date Price or (September 1) Principal Amount Interest Rate Yield A-1 EXHIBIT B TRUCKEE DONNER PUBLIC UTILITY DISTRICT COMMUNITY FACILITIES DISTRICT NO. 03-1 (OLD GREENWOOD) SPECIAL TAX BONDS CERTIFICATE OF DEVELOPER In connection with the issuance and sale of the above-captioned bonds, and pursuant to the Bond Purchase Agreement, dated , 2003, by and between Truckee Donner Public Utility District Community Facilities District No. 03-1 (Old Greenwood) and the Underwriter named therein (the "Bond Purchase Agreement"), the undersigned hereby certifies, represents, warrants and covenants, on behalf of Old Greenwood LLC (the "Developer") that: 1. The undersigned is, and at all pertinent times mentioned herein has been, the authorized representative of the Developer, and is authorized to make this certification on behalf of the Developer. 2. Capitalized terms that are not defined herein shall have the meanings ascribed to them in the Bond Purchase Agreement. 3. The Developer is a duly organized and validly existing a limited liability company in good standing under the laws of the State of , and is a wholly- owned subsidiary of East West Resort Development V, L.P., L.L.L.P., a Delaware limited partnership, limited liability partnership. 4. The Developer has full power and authority to execute, deliver, and perform its obligations under the and the Acquisition and Disclosure Agreement, dated as of October 1, 2003 between the Developer and the District (the "Acquisition Agreement"), the Developer Continuing Disclosure Agreement, dated as of December 1, 2003, between the Developer and MuniFinancial, as dissemination agent (the "Developer Continuing Disclosure Agreement") and the Development Agreement, dated as of August 14, 2002 (the "Development Agreement"), between the Developer and the Town of Truckee (collectively, the "Developer Documents"), the Developer Documents have been duly authorized, executed, and delivered by the Developer and, assuming due authorization, execution and delivery by the other parties thereto, as applicable, constitute legal, valid, and binding agreements of the Developer, enforceable in accordance with their respective terms, subject to laws relating to bankruptcy, insolvency, or other laws affecting the enforcement of creditors' rights generally and the application of equitable principles if equitable remedies are sought. 5. 1 have reviewed the contents of the Preliminary Official Statement and the contents of the Official Statement. I have reviewed the contents of this Certificate and have conferred with our counsel for the purpose of discussing the meaning of its contents. B-1 6. All information concerning the Developer, the ownership of the Developer, and the Developer's property within the Community Facilities District submitted in writing by, or on behalf of, the Developer to the Underwriter, the Community Facilities District, Bond Counsel or Disclosure Counsel in connection with the preparation of the Preliminary Official Statement and the Official Statement, to the Appraiser in connection with preparation of the Appraisal, and to the Special Tax Consultant in connection with the Rate and Method of Apportionment was, to the best of my knowledge, true, complete, and correct at the time given. 7. The statements relating to the Developer, the ownership of the Developer and the Developer's property within the Community Facilities District contained in the Official Statement do not contain any untrue statement of a material fact or omit to state a material fact requited to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. 8. No proceedings are pending or, to the best knowledge of the undersigned, after due inquiry, threatened in which the Developer may be adjudicated as bankrupt or discharged from any and all of its debts or obligations or granted an extension of time to pay its debts or a reorganization or readjustment of the debts. 9. No action, suit, proceeding, inquiry, or investigation, at law or in equity, before or by any court, regulatory agency, public board or body, is pending or, to the best knowledge of the Developer, threatened in any way seeking to restrain or to enjoin the development of the property within the Community Facilities District. 10, The Developer agrees to indemnify and hold harmless the Underwriter and each person, if any, who controls (as such term is defined in Section 15 of the Securities Act of 1933, as amended) the Underwriter against any and all judgments, losses, claims, damages, liabilities and expenses (i) arising out of any statement or information in the Preliminary Official Statement or in the Official Statement, relating to the Developer, the ownership of the Developer and the Developer's property within the Community Facilities District as described in the Official Statement, that is or is alleged to be untrue or incorrect in any material respect or the omission or alleged omission therefrom of any statement or information that should be stated therein, or that is necessary, to make the statements therein not misleading in any material respect, and (ii) to the extent of the aggregate amount paid in settlement of any litigation commenced or threatened arising from a claim based upon any such untrue statement or omission if such settlement is effected with the written consent of the Developer. In case any claim shall be made or action brought against the Underwriter or any controlling person based upon the Official Statement for which indemnity may be sought against the Developer, as provided above, the Underwriter shall promptly notify the Developer in writing setting forth the particulars of such claim or action and the Developer shall assume the defense thereof, including the retaining of counsel reasonably acceptable to the Underwriter and the payment of all expenses. Notwithstanding the Developer's election to appoint counsel to B-2 represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the Developer shall bear the reasonable fees, costs and expenses of such separate counsel if(i) the use of counsel chosen by the Developer to represent the indemnified party would present such counsel with a conflict of interest; (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the Developer and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are materially different from or additional to those available to the Developer; (iii) the Developer shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action; or (iv) the Developer shall authorize the indemnified party to employ separate counsel at the expense of the Developer. The Developer will not, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action , suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding. IL Promptly after receipt by any Indemnified Party of notice of any complaint or the commencement of any action or proceeding in connection with any matter for which the Developer is obligated to indemnify an Indemnified Party as set forth in the preceding paragraph, the Indemnified Party shall notify the Developer in writing of such complaint or of the commencement of such action or proceeding and, if the Developer so elects or is requested by the Indemnified Party, the Developer shall assume the defense of such action or proceeding, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of the fees and disbursements of such counsel, in which event the Developer shall not be obligated to pay the reasonable fees and disbursements of separate counsel for the Indemnified Party in such action. In the event, however, that an Indemnified Party's legal counsel has determined that defenses may be available to an Indemnified Party that are different from or in addition to those available to the Developer or that there is or could reasonably be expected to be a conflict of interest by reason of the Developer and an Indemnified Party having common counsel in any action or proceeding, then the Indemnified Party may employ separate counsel to represent or defend it in any such action or proceeding in which such Indemnified Party may become involved or is named as defendant and the Developer shall pay the reasonable fees and disbursements of such separate counsel. 12. The Developer is fully qualified by all necessary permits, licenses, and � certifications, to conduct its business as it is presently being conducted and, ` except as may be required under blue sky or other securities laws of any state, and except for such licenses, certificates, approvals, variances, and permits which may t B-3 be necessary for the construction of improvements within the Community Facilities District, there is no consent, approval, authorization, or other order of, or filing with, or certification by, any regulatory authority having jurisdiction over the Developer except as such have been obtained and are in full force and effect, for the consummation by the Developer of the actions contemplated to be consummated by the Developer under the Official Statement, 13. To the best knowledge of the undersigned, after due inquiry, the Developer is not in violation of any provision of, or in default under, its operating agreement or any material agreement, lease, or other contract, the violation of or default under which would materially and adversely affect the business, properties, assets, liabilities, or conditions (financial or other) of the Developer. 14. The Developer has never failed to comply with an obligation to file an annual disclosure report with the appropriate information repositories as required under Securities and Exchange Commission Rule 15c2-12. 15. Other than as described in the Official Statement, to the knowledge of the Developer, (i) no public debt secured by a special tax or assessment on the Developer's land in the Community Facilities District exists or is in the process of being authorized, and (ii) no assessment district or community facilities district exists or is in the process of being formed, in each case which would include any portion of the Developer's land within the Community Facilities District. 16. None of the parcels of land within the Community Facilities District owned by the Developer is delinquent in the payment of any taxes or assessments 17. The execution and delivery by the Developer of the Developer Documents and the performance of its obligations thereunder do not and will not result in violation of any provision of, or in default under, the Developer's operating agreement or any material agreement, lease, or other contract to which the Developer is a party or by which it or its properties are bound. Dated: 2003 [OLD GREENWOOD LLC SIGNATURE BLOCK TO COME] s s B-4 EXHIBIT C FORM OF DEVELOPER COUNSEL OPINION We have acted as special counsel to Old Greenwood LLC, a limited liability company (the "Developer") in connection with the issuance of the above-referenced bonds (the "Bonds") by the Truckee Donner Public Utility District Community Facilities District No. 03-1 (Old Greenwood) (the "Community Facilities District'). The Bonds are being sold to UBS Financial Services Inc., as underwriter (the "Underwriter"). This opinion is being delivered to you pursuant to Section 3(c)(12) of the Bond Purchase Agreement between the Community Facilities District and the Underwriter (the `Bond Purchase Agreement'). Capitalized terms used herein and not otherwise defined have the meanings ascribed to them in the Bond Purchase Agreement. In expressing the opinion below, we have assumed, without inquiry or investigation (i) the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of documents submitted to us as copies or as exhibits, and the authenticity of such originals of such latter documents; (ii) the due execution and delivery of the Developer Agreements (defined herein) by persons other than the Developer; (iii) that each party to the Developer Agreements, other than the Developer, is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization or formation; (iv) that each party to the Developer Agreements, other than the Developer, has the power and authority to execute and deliver the Developer Agreements and to perform its obligations thereunder and all such actions have been duly and validly authorized by all necessary proceedings on its part; (v) that the Developer Agreements constitute legal, valid and binding obligations of each parry thereto (other than the Developer) enforceable against such parties in accordance with its terms; and (vi) that there are no oral or written terms or conditions agreed to by the Community Facilities District and the Developer which would have an effect on the opinions rendered herein. We have made no examination of, and express no opinion as to, title to the properties within the Community Facilities District. No opinions are expressed herein with respect to compliance with the anti-fraud provisions of applicable federal and state securities or other laws, rules or regulations. Based solely upon and subject to the foregoing as well as to the qualifications, limitations, exclusions, exceptions, assumptions and other matters set forth herein, we are of the opinion that: 1. The Developer is a limited liability company duly organized, validly existing and in good standing under the laws of the State of and is qualified to do business in the State of California. 2. The (i) Acquisition and Disclosure Agreement, dated as of October 1, 2003 between the Developer and the District (the "Acquisition Agreement'), the Developer Continuing Disclosure Agreement, dated as of December 1, 2003, between the Developer and MuniFinancial, as dissemination agent (the "Developer Continuing Disclosure Agreement') and the Development Agreement, dated as of August 14, 2002 (the "Development Agreement'), between the Developer and the Town of Truckee (collectively, the "Developer Agreements"),have been duly authorized by all necessary action on the part of Developer, have been duly executed and delivered by the Developer and, assuming due execution and delivery by the other t OldGrnwd Bondf`urchaseAereemnt 3)doc2452 - ) G f parties thereto, constitute the legally valid and binding obligations of Developer enforceable against Developer in accordance with their respective terns. 3. The Developer has all requisite authority to own its property in the Community Facilities District and to perform its obligations under the Developer Agreements. 4. To our actual knowledge, the Developer is not in violation of any provision of, or in default under its organizational documents, or any agreement or other instrument, the violation or default under which would materially and adversely affect the ability of the Developer to complete the proposed development of its property within the Community Facilities District, as described in the Official Statement (the"Development"). 5. There are no legal or governmental actions, proceedings, inquiries or investigations pending or threatened by governmental authorities or to which the Developer is a party or of which any property owned by the Developer is subject which, if determined adversely to the Developer, would, except as described in the Official Statement, individually or in the aggregate (i) have a material adverse effect on the financial position or operations of the Developer, considered as a whole, (ii) have a material adverse affect on the Developer's ability to complete the Development and comply with its obligations under the Developer Agreements,or (iii) in any way contesting or affecting the validity or enforceability of the Developer Documents or any action of the Developer contemplated by any of said documents, or in any way contesting the completeness or accuracy of the Official Statement, nor to our knowledge is there any basis therefore. 6. To the best of our knowledge, no facts have come to the attention of the attorneys in this firm during the course of this firin's representation of the Developer which caused such attorneys to believe that the information relating to the Developer and the property owned by the Developer contained in the Official Statement (excluding therefrom (a) any financial, statistical, or engineering information, data, or forecasts, numbers, charts, estimates, projections, assumptions, or expressions of opinion, (b) any information about valuation, appraisals, absorption, or environmental matters included or referenced therein, including, without limitation, any information describing or summarizing all or any part of the Appraisal (as such terms are defined in the Official Statement), and (c) information which is identified as having been provided by a source other than the Developer or any Affiliate thereof), as of the date thereof did not, and as of the date hereof does not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Very truly yours, 3 r s' f { Y s C-2 f