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HomeMy WebLinkAboutRES 2004-37 - Board TRUCKEE DONNER PUblic Utility District Resolution No. 2004 - 37 RESOLUTION OF THE BOARD OF DIRECTORS OF THE TRUCKEE DONNER PUBLIC UTILITY DISTRICT, ACTING AS THE LEGISLATIVE BODY OF TRUCKEE DONNER PUBLIC UTILITY DISTRICT COMMUNITY FACILITIES DISTRICT NO. 04-1 (GRAY'S CROSSING), AUTHORIZING THE SALE AND ISSUANCE OF SPECIAL TAX BONDS OF SAID COMMUNITY FACILITIES DISTRICT, APPROVING DOCUMENTS RELATING THERETO AND AUTHORIZING AND DIRECTING CERTAIN RELATED ACTIONS WHEREAS, the Board of Directors (hereinafter sometimes referred to as the "legislative body of the Community Facilities District" or the "Board"), of the Truckee Donner Public Utility District has heretofore undertaken proceedings and declared the necessity to issue bonds on behalf of Truckee Donner Public Utility District Community Facilities District No. 04-1 (Gray's Crossing) (the "Community Facilities District") pursuant to the terms and provisions of the Mello- Roos Community Facilities Act of 1982, as amended, being Chapter 2.5, Part 1, Division 2, Title 5, of the Government Code of the State of California (the "Act"); and WHEREAS, based upon a resolution adopted by the legislative body of the Community Facilities District on June 16, 2004 and an election held on July 21, 2004 authorizing the issuance of bonds by the Community Facilities District, the Community Facilities District is now authorized to issue bonds in one or more series, pursuant to the Act, in an aggregate principal amount not to exceed $35,000,000; and WHEREAS, the legislative body of the Community Facilities District intends to accomplish the financing of the planning, designing, constructing, acquiring, modifying, expanding, improving, furnishing, equipping or rehabilitating certain improvements, and all appurtenances and appurtenant work in connection with the foregoing (the "Facilities") through the issuance of bonds designated as the "Truckee Donner Public Utility District Community Facilities District No. 04-1 (Gray's Crossing) Special Tax Bonds, Series 2004" (the "Bonds"); and WHEREAS, the Community Facilities District has determined all requirements of the Act for the issuance of the Bonds have been satisfied; and WHEREAS, in connection with the authorization, sale and issuance of the Bonds and the acquisition and construction of the facilities, forms of the following documents have been presented to this Board for approval: -- 1. the Trust Indenture, dated as of September 1, 2004, by and between BNY Western Trust Company of California, as trustee (the "Trustee"), and the Community Facilities District (the "Indenture"); 2. the Continuing Disclosure Agreement, dated as of September 1, 2004 by and between MuniFinancial, as dissemination agent (the "Dissemination Agent"), and the Community Facilities District (the "Continuing Disclosure Agreement"); 3. the Preliminary Official Statement relating to the Bonds (the "Preliminary Official Statement"); and 4. the Bond Purchase Agreement relating to the Bonds (the "Bond Purchase Agreement") by and between the Community Facilities District and UBS Financial Services Inc. (the "Underwriter"); NOW, THEREFORE, THE BOARD OF DIRECTORS OF THE TRUCKEE DONNER PUBLIC UTILITY DISTRICT, ACTING AS THE LEGISLATIVE BODY OF TRUCKEE DONNER PUBLIC UTILITY DISTRICT COMMUNITY FACILITIES DISTRICT NO. 04-1 (GRAY'S CROSSING), DOES HEREBY RESOLVE, DETERMINE, AND ORDER AS FOLLOWS: Section 1. The above recitals, and each of them, are true and correct. Section 2. The proposed forms of the Indenture and the Continuing Disclosure Agreement are hereby approved; and the President of the Board of Directors (the "President") and the District Clerk (the "Clerk") are hereby authorized and directed for and in the name and on behalf of the Community Facilities District to execute, acknowledge and deliver to the respective other parties, the Indenture and the Continuing Disclosure Agreement in substantially said forms, with such additions thereto, completions thereof and/or changes therein as the officers executing the same may approve as necessary or desirable (consistent with the provisions of this Resolution and with form of the Bond Purchase Agreement approved pursuant hereto), such approval to be conclusively evidenced by the execution and delivery thereof. Section 3. The issuance of the Bonds pursuant to the Indenture in an aggregate principal amount approved by the General Manager of the Truckee Donner Public Utility District (the "General Manager") as being necessary to fund the various funds and accounts created by the Indenture in the amounts specified in the Preliminary Official Statement (or as determined by the General Manager), and to pay the costs of issuing the Bonds and the other costs described in the Preliminary Official Statement, is hereby authorized, provided that the principal amount of the Bonds shall not exceed the lesser of: (a) $35,000,000 or (b) the remainder of (i) one-quarter of the value of the property within the Community Facilities District that will be subject to the Special Tax, as such value is estimated in an appraisal prepared for the Community Facilities District by Christopher T. Donaldson, MAI, CCIM, of Brown, Chudleigh, Schuler, Donaldson and Associates (a copy of which is set forth in Appendix B to the Preliminary Official Statement) minus the principal amount of all other bonds outstanding, if any, that are secured by a special tax levied pursuant to the Act on property within the Community Facilities District or a special assessment levied on such property (as shown in the report of California Municipal Statistics, Inc. which appears as Table 2 in the Preliminary Official Statement). The Bonds shall mature on the dates and in the amounts, and bear interest at the rates, set forth in the Bond Purchase Agreement to be executed on behalf of the Community Facilities District in accordance with Section 8 hereof. Resolution 2004-37 2 w Section 4. In connection with the issuance of the Bonds, the President and the Clerk are hereby authorized and directed for and in the name and on behalf of the Community Facilities District to execute, acknowledge and deliver to the respective other parties such additional agreements, as the officers executing the same may approve (including, but not limited to an Investment Agreement, as defined in the Indenture) as necessary or desirable to provide reductions in the yields of Bonds or additional debt service relief or cash flow savings or increased payments to the Community Facilities District, such approval to be conclusively evidenced by the execution and delivery thereof. Section 5. The form of the Bonds, as set forth in the form of the Indenture (as the Indenture may be modified pursuant to Section 2 hereof), is hereby approved; and the President and the Clerk are hereby authorized and directed to execute them by manual or facsimile signature in the name and on behalf of the Community Facilities District. Section 6. The proposed form of the Preliminary Official Statement is hereby approved with such changes thereto as may be approved by the General Manager in order to make such Preliminary Official Statement final as of its date, except for the omission of certain information, as permitted by Section 240.15c2-12(b)(1) of Title 17 of the Code of Federal Regulations (the "Rule"); and the distribution of the Preliminary Official Statement in connection with the sale of the Bonds, with such changes included, is hereby authorized. The General Manager is authorized and directed to execute and deliver a certificate relating to compliance with the Rule. The President and the General Manager are each authorized and directed,jointly and severally, to execute and deliver to the Underwriters a final Official Statement in substantially the form of the Preliminary Official Statement hereby approved with such changes as may be approved by the officer executing said document as necessary or desirable, such approval to be conclusively evidenced by the execution and delivery thereof. Section 7. In accordance with the provisions of Section 53360.4, the Board hereby finds and determines that a negotiated sale of the Bonds to the Underwriters in accordance with the terms of the Bond Purchase Agreement will result in a lower overall cost to the Community Facilities District than a sale conducted pursuant to Section 53360 of the Act. Section 8. The proposed form of the Bond Purchase Agreement and the sale of the Bonds pursuant thereto are hereby approved, provided that (a) the aggregate purchase price of the Bonds (exclusive of any original issue discount) shall not be less than ninety-eight and one- half percent (98.50%) of the original aggregate principal amount of the Bonds, (b) the average annual rate of interest on the Bonds shall not exceed six and one-half percent (6.50%), (c) the final maturity of the Bonds shall be not later than September 1, 2035 and (d) the maturity dates and purchase price of and interest rates applicable to the Bonds shall have been approved by a pricing committee consisting of the General Manager, the Assistant General Manager, and the Administrative Services Manager with the advice of Fieldman, Rolapp & Associates; and, subject to such approval, the President and the Clerk are hereby authorized and directed to evidence the Community Facilities District's acceptance of the offer made by said Bond Purchase Agreement by executing and delivering to the Underwriters said Bond Purchase Agreement in said form with such changes therein as the officers executing the same may approve as necessary or desirable, such approval to be conclusively evidenced by the execution and delivery thereof. Section 9. In the event the President is unavailable to execute and deliver any of the documents that the President is authorized and directed to execute and deliver pursuant to the terms of this Resolution, then any other member of this Board is hereby authorized and directed Resolution 2004-37 3 to do so. Any of the documents that the General Manager is authorized and directed to execute and deliver pursuant to the terms of this Resolution may be executed by any officer of the Truckee Donner Public Utility District designated to do so by the General Manager. Section 10. The President and the General Manager and other officers of the Truckee Donner Public Utility District are hereby authorized and directed, jointly and severally, to execute and sign any and all approvals, certificates, statements, requests, requisitions and orders of the Community Facilities District in connection with the issuance of the Bonds; and any action specifically authorized or directed by this Resolution to be undertaken by any of such officers may be undertaken by either of the others with the same force and effect as if it had been undertaken by the officer specifically authorized or directed to do so. Section 11. If any section, paragraph or provision of this Resolution shall be held to be invalid or unenforceable for any reason, the invalidity or unenforceability of such section, paragraph or provision shall not affect any remaining provisions of this Resolution. Section 12. This Resolution shall take effect from and after its adoption. ADOPTED and APPROVED by the Board of Directors of the Truckee Donner Public Utility District on this 18th day of August, 2004 by the following vote: AYES: Director Aguera, Hemig and Van Gundy NOES: Director Sutton RECUSE: Director Maass ABSENT: None ABSTAIN: None TRUCKEE DONNER PUBLIC UTILITY DISTRICT By: .— James A. Wass, President of the Board of Directors ATTEST: Peter L. Holzmeister, District Clerk Resolution 2004-37 4 a TRUST INDENTURE Between TRUCKEE DONNER PUBLIC UTILITY DISTRICT COMMUNITY FACILITIES DISTRICT NO. 04-1 (GRAY'S CROSSING) And BNY WESTERN TRUST COMPANY, as Trustee TRUCKEE DONNER PUBLIC UTILITY DISTRICT COMMUNITY FACILITIES DISTRICT NO. 04-1 (GRAVS CROSSING) SPECIAL TAX BONDS Dated as of September 1,2004 DOCSOC/1054957v3/22925-0010 "2004 Bonds"means any of the District's Special Tax Bonds, Series 2004 that are Outstanding under this Indenture. "Act"means the Mello-Roos Community Facilities Act of 1982, as amended, Sections 53311 et seq. of the California Government Code. "Acquisition and Construction Fund"means the fund by such name created and established pursuant to Section 3.1. "Acquisition and Disclosure Agreement"means the Acquisition and Disclosure Agreement, dated as of July 22, 2004,by and between the PUD, on behalf of itself and the District, and the Developer, as the same may be amended from time to time pursuant to the provisions thereof and consistent with the provisions of this Indenture. "Administrative Expenses"means the administrative costs incurred by the District or the PUD on behalf of the District with respect to the calculation, levy, and collection of the Special Taxes, including all attorneys' fees and other costs related thereto,the fees and expenses of the Trustee, any fees for credit enhancement for the Bonds which are not otherwise paid as Costs of Issuance, any costs related to the District's compliance with State and federal laws requiring continuing disclosure of infonnation concerning the Bonds and the District and the calculation or payment of arbitrage rebate, and any other costs otherwise incurred by the District or the PUD on behalf of the District in order to carry out the purposes of the District as set forth in the Resolution of Fonnation and any obligation of the District hereunder. "Administrative Expense Account"means the account by such name in the Special Tax Fund created and established pursuant to Section 3.1. "Administrative Expense Cap"means the amount of$25,500, with such amount escalating by 2%per Bond Year beginning September 2, 2005,provided that the District may, in its sole discretion, fund Administrative Expenses, without limitation, from any other funds available to the District, including the Surplus Fund. "Affiliate"of another Person means (i) a Person directly or indirectly owning,controlling, or holding with power of vote, 25% or more of the outstanding voting securities of such other Person, (ii) any Person 25% or more of whose outstanding voting securities are a directly or indirectly owned, controlled, or held with power to vote,by such other Person, and (iii) 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 Person, unless such power is solely the result of an official position with such Person. "Alternative Penalty Account"means the account by such name created and established in the Rebate Fund pursuant to Section 3.1. "Annual Debt Service"means the principal amount of any Outstanding Bonds payable in a Bond Year either at maturity or pursuant to a Sinking Fund Payment and any interest payable on any Outstanding Bonds in such Bond Year, if the Bonds are retired as scheduled. "Authorized Investments"means any of the following which at the time of investment are legal investments under the laws of the State for the moneys proposed to be invested therein: 2 DOCSOC/1054957v3/22925-0010 (vi) Farm Credit System Corp. - Consolidated system-wide bonds and notes; (d) Money market funds registered under the Federal Investment Company Act of 1940, whose shares are registered under the Securities Act of 1933, and to which Standard & Poor's has assigned a rating of AAAm-G, AAAm or AAm, and, which, if they are rated by Moody's, are rated Aaa, Aal or Aa2 (including the money market funds of the Trustee and its affiliates or funds for which the Trustee or affiliates provide investment advisory or other management services); (e) Certificates of deposit secured at all times by collateral described in(a) and/or(b) above. Such certificates must be issued by commercial banks, savings and loan associations or mutual savings banks. The collateral must be held by a third party and the Trustee on behalf of the Bondholders must have a perfected first security interest in the collateral; (f) Certificates of deposit, savings accounts, deposit accounts or money market deposits which are fully insured by FDIC or which are with a bank rated AA or better by Standard & Poor's and Aa or better by Moody's (including those of the Trustee and its affiliates); (g) Investment Agreements with any corporation, including banking or financial institutions, provided that: (i) the long-tenn debt of the provider of any such investment agreement, or in the case of a guaranteed corporation the long-term debt of the guarantor, or in the case of a monoline financial guaranty insurance company the claims paying ability, is rated, at the time of investment, in one of the two highest rating categories offered by each Rating Agency (without regard to gradations of plus or minus, or numerical gradations, within such category), and (ii) any such investment agreement shall include a provisions that in the event that the long-tenn debt rating or claims paying ability rating of the provider or the guarantor is downgraded below AA-by Standard & Poor's or Aa3 by Moody's during the term of the agreement the provider must either(A) deliver to the Trustee or a third party custodian collateral in the fonn of Unites States Treasury or agency obligations which at least equal 102% of the principal amount invested thereunder or(B) assign the existing agreement and all of its obligations thereunder to a financial institution mutually acceptable to the provider, the District and the Trustee which is rated in one of the two highest rating categories offered by each Rating Agency (without regard to gradations of plus or minus, or numerical gradations, within such category), and (iii) any such investment agreement shall include a provision that in the event that The long-term debt rating or claims paying ability rating of the provider, or the guarantor, is downgraded below A-by Standard & Poor's or A3 by Moody's during the term of the agreement the provider must repay the principal of and accrued by it unpaid interest on the invested moneys, and (iv) any such agreement shall include a provision to the effect that in the event of default under such Investment Agreement by such provider or in the event of a bankruptcy of ,. such provider, the District has the right to withdraw or cause the Trustee to withdraw all funds invested in such agreement and thereafter to invest such funds pursuant to this Indenture, and 4 DOCSOC/1054957v3/22925-0010 "Authorized Representative of the District"means the General Manager of the PUD,the Assistant General Manager of the PUD and any other person or persons designated by the legislative body of the District and authorized to act on behalf of the District by a written certificate signed by the President of the legislative body of the District and containing the specimen signature of each such person. "Bond Counsel"means an attorney at law or a finn of attorneys selected by the District of nationally recognized standing in matters pertaining to the tax-exempt nature of interest on bonds issued by states and their political subdivisions duly admitted to the practice of law before the highest court of any state of the United States of America or the District of Columbia. "Bond Register"means the books which the Trustee shall keep or cause to be kept on which the registration and transfer of the Bonds shall be recorded. "Bondowner"or"Oivner"means the person or persons in whose name or names any Bond is registered. "Bonds"means the 2004 Bonds and any Parity Bonds issued pursuant to this Indenture. "Bond Year"means the twelve month period convnencing on September 2 of each year and ending on September l of the following year, except that the first Bond Year for a Series of Bonds shall begin on the Delivery Date of the Bonds of such Series and end on the first September 1 which is not more than 12 months after such Delivery Date,provided that for purposes of Section 3.8 "Bond Year" shall have the meaning ascribed thereto in the Tax Certificate applicable to the Bonds in question. "Business Day"means a day which is not a Saturday or Sunday or a day of the year on which banks in New York,New York, Los Angeles, California, or the city where the corporate trust office of the Trustee is located, are not required or authorized to remain closed. "Certificate of an Authorized Representative"means a written certificate or warrant request executed by an Authorized Representative of the District on behalf of the District. "Code"means the Internal Revenue Code of 1986, as amended, and any regulations, rulings, judicial decisions, and notices, announcements, and other releases of the United States Treasury Department or Internal Revenue Service interpreting and construing it. "Costs oflssuance"means the costs and expenses incurred in connection with the issuance and sale of Bonds, including the acceptance and initial annual fees and expenses of the Trustee, legal fees and expenses, costs of printing the Bonds and the preliminary and final official statements for The Bonds, fees of financial consultants, District formation and related administration costs and all other related fees and expenses, as set forth in a Certificate of an Authorized Representative. "Costs of Issuance Account"mmeans the Account by that name created and established in the Acquisition and Construction Fund pursuant to Section 3.1. "Delivery Date"means the date on which the Bonds of a Series are issued and delivered to the initial purchasers thereof. "Developed Property"has the meaning ascribed thereto in the RMA. 6 DOCSOC/1054957v3/22925-0010 (iii) Federal Financing Bank, (iv) General Services Administration -participation certificates, (v) U.S. Maritime Administration - guaranteed Title XI financing, and (vi) U.S. Department of Housing and Urban Development (HUD) - project notes, local authority bonds, new communities debentures -U.S. government guaranteed debentures, U.S. Public Housing Notes and Bonds -U.S. government guaranteed public housing notes and bonds. "Fiscal Fear"means the period beginning on July 1 of each year and ending on the next following June 30. "Gross Taxes"means the amount of all Special Taxes received by the District,together with the proceeds collected from the sale of property pursuant to the foreclosure provisions of this Indenture for the delinquency of such Special Taxes remaining after the payment of all the costs related to such foreclosure actions, including, but not limited to, all legal fees and expenses, court costs, consultant and title insurance fees and expenses. "Independent Financial Consultant"means a financial consultant or firm of such consultants generally recognized to be well qualified in the financial consulting field, appointed and paid by the District, who, or each of whom: (a) is in fact independent and not under the domination of the District or the PUD; (b) does not have any substantial interest, direct or indirect, in the District or the PUD; and (c) is not connected with the District or the PUD as a member, officer or employee of the District or the PUD,but who may be regularly retained to make annual or other reports to the District or the PUD. "Indenture"means this Trust Indenture, together with any Supplemental Indenture entered into pursuant to Article VI. "Interest Account"means the account by such name created and established in the Special Tax Fund pursuant to Section 3.1. "Interest Payment Date"means each March l and September 1, commencing March 1, 2005; pirovided, hoivever, that, if any such day is not a Business Day, interest up to,but not including,the Interest Payment Date will be paid on the Business Day next following such date. "Investment Agreement"means one or more agreements for the investment of funds of the District complying with the criteria therefor as set forth in subsection(g) of the definition of Authorized Investments herein. "Maximum Annual Debt Sewice"means the maximum amount of the Annual Debt Service for any Bond Year prior to the final maturity of the Bonds. 8 DOCSOC/1054957v3/22925-0010 levied for the Other CFD Bonds on all parcels of property which are subject to the levy of such special taxes. "Parcel"has the meaning ascribed thereto in the RMA. "Parity Bonds"means all bonds, notes or other evidences of indebtedness issued subsequent to the issuance of the 2004 Bonds that are payable from Net Taxes on a parity with the 2004 Bonds. "Person"means natural persons, firnns, corporations,partnerships, associations,trusts,public bodies and other entities. "Prepayment"means money received by the PUD or the District as a complete or partial prepayment of Special Taxes permitted pursuant to the RMA. "Prepayment Account"means the Account by such name created and established in the Special Tax Fund pursuant to Section 3.1. "Principal Account"means the Account by such name created and established in the Special Tax Fund pursuant to Section 3.1. "Principal Office of the Trustee"means the office of the Trustee located in Los Angeles, California or such other office or offices as the Trustee may designate from time to time, or the office of any successor Trustee where it principally conducts its business of serving as trustee under indentures pursuant to which municipal or governmental obligations are issued. "Project"means the public facilities described in the Resolution of Fonnation, including all engineering,planning and design services and other incidental expenses related to such facilities and other facilities, if any, authorized by the qualified electors within the District from time to time. "Project Account"means the Account by such name created and established in the Acquisition and Construction Fund pursuant to Section 3.1. "Project Costs"means the amounts necessary to finance the Project,to create and replenish any necessary reserve accounts,to pay the initial and annual costs associated with the Bonds, including,but not limited to, remarketing, credit enhancement, other fees and expenses relating to the issuance of the Bonds and the formation of the District, and to pay any other"incidental expenses"of the District, as such term is defined in the Act. "PUD"means the Truckee Donner Public Utility District. "Rating Agency"means either Moody's or Standard &Poor's. "Rebate Account"means the Account by such name created and established in the Rebate Fund pursuant to Section 3.1. "Rebate Fund"means the fund by such naive created and established pursuant to Section 3.1. "Rebate Regulations"means any final, temporary or proposed Regulations promulgated under Section 148(f) of the Code. 10 DOCSOC/l 054957v3/22925-0010 i "Surplus Fund"means the Fund by such name created and established pursuant to Section 3.1. "Tax Certificate"means the certificate by that name to be executed by the District on the Delivery Date of each Series of Bonds to establish certain facts and expectations and which contains certain covenants relevant to compliance with the Code. "Taxable Property" shall have the meaning ascribed thereto in the RMA. "Term Bonds"means the Bonds maturing September 1, , September 1, , and September 1, 2035 and any maturities of Parity Bonds designated as such in a Supplemental Indenture. "Trustee"means BNY Western Trust Company, a banking corporation organized and existing under the laws of the State of California, and its successors or assigns, or any other bank or trust company which may at any time be substituted in its place as provided in Sections 7.2 or 7.3 and any successor thereto. "Underi,riter"means the institution or institutions, if any, with whom the District enters into a purchase contract for the sale of Bonds. "Value"means, with respect to parcels of Taxable Property which are not delinquent in the payment of any ad valorem taxes or any Special Taxes, either(a)the fair market value, as of the date of value specified in the Appraisal provided for below, of such parcel, including the value of the then existing improvements thereon, as estimated by an appraiser, who shall be a State of California certified general real estate appraiser selected and employed by the District, in an appraisal which specifies a date of value that is less than 90 days preceding the date as of which such value is being applied by the District and which utilizes a methodology of valuation that is consistent with the PUD's policy for appraisals, provided that a mass appraisal methodology may be applied when valuing developed property or(b)the full cash value of such parcel, including the value of the improvements thereon as set forth on the last equalized assessment roll of the County Assessor of the County of Nevada. ARTICLE II GENERAL AUTHORIZATION AND BOND TERMS Section 2.1. Amount, Issuance, Purpose and Nature of Bonds. Under and pursuant to the Act,the Bonds in the aggregate principal amount of$35,000,000 shall be issued for the purposes described herein. The Bonds shall be and are limited obligations of the District and shall be payable as to the principal thereof and interest thereon and any premiums upon the redemption thereof solely from the Net Taxes and the other amounts in the Special Tax Fund (other than amounts in the Administrative Expense Account of the Special Tax Fund). Section 2.2. Type and Nature of Bonds. Neither the faith and credit nor the taxing power of the PUD, the State of California or any political subdivision thereof other than the District is pledged to the payment of the Bonds. Except for the Special Taxes, no other taxes are pledged to the payment of the Bonds. The Bonds are not general or special obligations of the PUD nor general obligations of the District,but are limited obligations of the District payable solely from certain 12 DOCSOC/1054957v3/22925-001 0 The Bonds shall be designated "Truckee Donner Public Utility District Community Facilities District No. 04-1 (Gray's Crossing), Special Tax Bonds, Series 2004." The 2004 Bonds shall be dated as of their Delivery Date and shall mature and be payable on September I in the years and in the aggregate principal amounts and shall be subject to and shall bear interest at the rates set forth in the table below payable on each Interest Payment Date: Maturity Date (September 1) Principal Amount Interest Rate Interest shall be payable on each 2004 Bond from the date established in accordance with Section 2.5 below on each Interest Payment Date thereafter until the principal sum of that 2004 Bond has been paid;provided, however,that if at the maturity date of any 2004 Bond (or if the same is redeemable and shall be duly called for redemption,then at the date fixed for redemption) funds are available for the payment or redemption thereof in full, in accordance with the terms of this Indenture, such 2004 Bonds shall then cease to bear interest. Interest due on the 2004 Bonds shall be calculated on the basis of a 360-day year comprised of twelve 30-day months. Section 2.5. Place and Form of Payment. The Bonds shall be payable both as to principal and interest, and as to any premiums upon the redemption thereof, in lawful money of the United States of America. The principal of the Bonds and any premiums due upon the redemption thereof shall be payable by check of the Trustee upon presentation and surrender thereof at the Principal Office of the Trustee, or at the designated office of any successor Trustee. Interest on any Bond shall be payable from the Interest Payment Date next preceding the date of authentication of that Bond,unless (i) such date of authentication is an Interest Payment Date in which event interest shall be payable from such date of authentication, (ii) the date of authentication is after a Record Date but prior to the immediately succeeding Interest Payment Date, in which event interest shall be payable from the Interest Payment Date immediately succeeding the date of authentication, or (iii)the date of authentication is prior to the close of business on the first Record Date occurring after the issuance of such Bond, in which event interest shall be payable from the dated date of such Bond; provided,however,that if at the time of authentication of such Bond, interest is in default, interest on that Bond shall be payable from the last Interest Payment Date to which the interest has been paid or made available for payment or, if no interest has been paid or made available for payment on that Bond, interest on that Bond shall be payable from its dated date. Interest on any Bond shall be paid 14 DOCSOC/1054957v3/22925-0010 Bonds may be exchanged at the office of the Trustee for a like aggregate principal amount of Bonds of other authorized denominations of the same maturity. The Trustee shall not collect from the Owner any charge for any new Bond issued upon any exchange or transfer,but shall require the Bondowner requesting such exchange or transfer to pay any tax or other governmental charge required to be paid with respect to such exchange or transfer. Whenever any Bonds shall be surrendered for registration of transfer or exchange,the District shall execute and the Trustee shall authenticate and deliver a new Bond or Bonds of the same maturity, for a like aggregate principal amount; provided that the Trustee shall not be required to register transfers or make exchanges of (i) Bonds for a period of 15 days next preceding any selection of the Bonds to be redeemed, or (ii) any Bonds chosen for redemption. Section 2.10. Mutilated, Lost,Destroyed or Stolen Bonds. If any Bond shall become mutilated, the District shall execute, and the Trustee shall authenticate and deliver, a new Bond of like tenor, date and maturity in exchange and substitution for the Bond so mutilated,but only upon surrender to the Trustee of the Bond so mutilated. Every mutilated Bond so surrendered to the Trustee shall be cancelled by the Trustee pursuant to Section 10.1 hereof. If any Bond shall be lost, destroyed or stolen, evidence of such loss, destruction or theft may be submitted to the Trustee and, if such evidence is satisfactory to the Trustee and, if any indemnity satisfactory to the District and the Trustee shall be given,the District shall execute and the Trustee shall authenticate and deliver, a new Bond of like tenor and maturity,numbered and dated as the Trustee shall detennine in lieu of and in substitution for the Bond so lost, destroyed or stolen. Any Bond issued in lieu of any Bond alleged to be mutilated, lost, destroyed or stolen, shall be equally and proportionately entitled to the benefits hereof with all other Bonds issued hereunder. The Trustee shall not treat both the original Bond and any replacement Bond as being Outstanding for the purpose of determining the principal amount of Bonds which may be executed, authenticated and delivered hereunder or for the purpose of determining any percentage of Bonds Outstanding hereunder,but both the original and replacement Bond shall be treated as one and the same. Notwithstanding any other provision of this Section, in lieu of delivering a new Bond which has been mutilated, lost, destroyed or stolen, and which has matured, the Trustee may make payment with respect to such Bonds. Section 2.11. Validity of Bonds. The validity of the authorization and issuance of the Bonds shall not be affected in any way by any defect in any proceedings taken by the District, or by the invalidity, in whole or in part, of any contracts made by the District in connection therewith, and the recital contained in the Bonds that the same are issued pursuant to the Act and other applicable laws of the State shall be conclusive evidence of their validity and of the regularity of their issuance. Section 2.12. Book-Entry System. (a) All Bonds shall be initially issued in the form of a separate single certificated fully registered Bond for each maturity date of the Bonds. Upon initial issuance,the ownership of each Bond shall be registered in the Bond Register in the name of Cede & Co., as nominee of DTC. Except as provided in Section 2.12(d)hereof, all Outstanding Bonds shall be registered in the Bond Register in the name of Cede & Co., as nominee of DTC. (b) With respect to Bonds registered in the Bond Register in the name of Cede &Co., as nominee of DTC, the District and the Trustee shall have no responsibility or obligation with respect to (i)the accuracy of the records of DTC, Cede & Co. or any DTC Participant with respect to any ownership interest in the Bonds, (ii)the delivery to any DTC Participant or any other person, other than an Owner, as shown in the Bond Register, of any notice with respect to the Bonds, including any 16 DOCSOC/1054957v3/22925-0010 Section 2.13. Conditions for the Issuance of Parit,%7 Bonds. The District may issue Parity Bonds payable from the Net Taxes and other amounts deposited in the Special Tax Fund(other than in the Administrative Expense Account therein) and secured by a lien and charge upon such amounts equal to the lien and charge securing the 2004 Bonds and any other Parity Bonds theretofore issued hereunder or under any Supplemental Indenture for any purposes authorized under the Act. Parity Bonds may be issued subject to the following additional specific conditions,which are hereby made conditions precedent to the issuance of any such Parity Bonds: (a) The District shall be in compliance with all covenants set forth in this Indenture and any Supplemental Indenture then in effect and a certificate of the District to that effect shall have been filed with the Trustee; provided, however,that Parity Bonds may be issued notwithstanding that the District is not in compliance with all such covenants so long as immediately following the issuance of such Parity Bonds the District will be in compliance with all such covenants. (b) The issuance of such Parity Bonds shall have been duly authorized pursuant to the Act and all applicable laws, and the issuance of such Parity Bonds shall have been provided for by a Supplemental Indenture duly adopted by the District which shall specify the following: (i) The purpose for which such Parity Bonds are to be issued and the fund or funds into which the proceeds thereof are to be deposited, including payment of all costs and the funding of all reserves incidental to or connected with such issuance; (ii) The authorized principal amount of such Parity Bonds; (iii) The date and the maturity date or dates of such Parity Bonds;provided that (i) each maturity date shall fall on a September 1, and (ii) fixed serial maturities or Sinking Fund Payments, or any combination thereof, shall be established to provide for the retirement of all such Parity Bonds on or before their respective maturity dates; (iv) The description of the Parity Bonds, the place of payment thereof and the procedure for execution and authentication; (v) The denominations and method of numbering of such Parity Bonds; (vi) The amount and due date of each mandatory Sinking Fund Payment, if any, for such Parity Bonds and the redemption provisions for such Parity Bonds; (vii) The amount, if any,to be deposited fi-om the proceeds of such Parity Bonds in the Reserve Account of the Special Tax Fund to increase the amount therein to the Reserve Requirement; (viii) The form of such Parity Bonds; and (ix) Such other provisions as are necessary or appropriate and not inconsistent with this Indenture. (c) The Trustee shall have received the following documents or money or securities, all of such documents dated or certified, as the case may be, as of the date of delivery of such Parity Bonds to the Trustee (unless the Trustee shall be directed by the District to accept any of such documents bearing a prior date): 18 DOCSOC/1054957v3/22925-0010 (F) No Parcel that is owned by the Developer or an Affiliate of the Developer shall be delinquent in the payment of any ad valorem taxes or any Special Taxes. For purposes of the foregoing certificate, all calculations shall consider the Parity Bonds proposed to be issued to be Outstanding. The provisions of this paragraph (v) shall not apply to Parity Bonds issued for the purpose of refunding Outstanding Bonds if the District shall have received a certificate from an Independent Financial Consultant to the effect that Annual Debt Service after the issuance of such Parity Bonds will be no larger than Annual Debt Service would have been prior to the issuance of such Parity Bonds in each Fiscal Year in which Bonds or Parity Bonds (other than the refunding Parity Bonds) will remain Outstanding. (vi) Such further documents, money and securities as are required by the provisions of this Indenture and the Supplemental Indenture providing for the issuance of such Parity Bonds. ARTICLE III CREATION OF FUNDS AND APPLICATION OF REVENUES AND GROSS TAXES Section 3.1. Creation of Funds; Application of Proceeds. (a) There is hereby created and established and shall be maintained by the Trustee the following funds and accounts: (i) The Truckee Donner Public Utility District Community Facilities District No. 04-1 (Gray's Crossing) Special Tax Fund (the "Special Tax Fund") (in which there shall be established and created an Interest Account (and a Capitalized Interest Subaccount therein for the 2004 Bonds), a Principal Account, a Redemption Account, a Prepayment Account, a Reserve Account and an Administrative Expense Account); (ii) The Truckee Donner Public Utility District Community Facilities District No. 04-1 (Gray's Crossing) Rebate Fund (the "Rebate Fund") (in which there shall be established a Rebate Account and an Alternative Penalty Account for the 2004 Bonds); (iii) The Truckee Donner Public Utility District Community Facilities District No. 04-1 (Gray's Crossing) Surplus Fund (the "Surplus Fund"); and (iv) The Truckee Donner Public Utility District Community Facilities District No. 04-1 (Gray's Crossing)Acquisition and Construction Fund (the "Acquisition and Construction Fund") (in which there shall be established a Costs of Issuance Account and a Project Account for the 2004 Bonds). The amounts on deposit in the foregoing finds, accounts and subaccounts shall be held by the Trustee and the Trustee shall invest and disburse the amounts in such funds, accounts and subaccounts in accordance with the provisions of this Article III and shall disburse investment earnings thereon in accordance with the provisions of Section 3.11 hereof. 20 DOCSOC/l 054957v3/22925-0010 in full, moneys in the Special Tax Fund and any accounts therein may be used by the District for any lawful purpose. Section 3.3. Administrative Expense Account of the Special Tax Fund. In addition to bond proceeds deposited therein, the Trustee shall, commencing in Fiscal Year 2005-2006,not less often than annually transfer from the Special Tax Fund and deposit in the Administrative Expense Account from time to time amounts necessary to make timely payment of Administrative Expenses upon the written direction of the District; provided, however, that the total amount of the deposits into the Administrative Expense Account in any Bond Year shall not exceed the Administrative Expense Cap until such time as (i)there has been deposited in the Interest Account and the Principal Account an amount, together ivith any amounts already on deposit therein,that is sufficient to pay the interest and principal on all Bonds due in such Bond Year and (ii)there has been deposited in the Reserve Account the amount, if any, required in order to cause the amount on deposit therein to equal the Reserve Requirement. In addition to the foregoing,the Trustee shall also deposit in the Administrative Expense Account the portion of any Prepayment directed to be deposited in the certificate of the Special Tax Administrator delivered to the Trustee in connection with such Prepayment. Section 3.4. Interest Account and Principal Account of the Special Tax Fund. The principal of and interest due on the Bonds until maturity, other than principal due upon redemption, shall be paid by the Trustee fi-om the Principal Account and the Interest Account,respectively. For the purpose of assuring that the payment of principal of and interest on the Bonds will be made when due, the Trustee shall make the transfers described below from the Special Tax Fund on each Interest Payment Date first to the Interest Account and then to the Principal Account; provided,however,that to the extent that deposits have been made in the Interest Account or the Principal Account from the proceeds of the sale of an issue of the Bonds,the transfer from the Special Tax Fund need not be made; and provided, further, that, if amounts in the Special Tax Fund are inadequate to make the foregoing transfers then any deficiency shall be made up by an U-mnediate transfer from the Reserve Account: (a) To the Interest Account, an amount such that the balance in the Interest Account shall be equal to the installment of interest due on the Bonds on said Interest Payment Date and any installment of interest due on a previous Interest Payment Date «,hick remains unpaid. Moneys in The Interest Account shall be used for the payment of interest on the Bonds as the same become due after the application for such purpose of moneys on deposit in the Capitalized Interest Subaccount of the Interest Account. On any date on which Bonds are to be redeemed from moneys on deposit in the Prepayment Account, the Trustee shall withdraw from the Capitalized Interest Subaccount and transfer to the Prepayment Account the amount, if any, directed to be so transferred in the certificate of the Special Tax Administrator delivered to the Trustee in connection with the delivery of the Prepayment giving rise to such redemption. (b) To the Principal Account, an amount such that the balance in the Principal Account on September 1 of each year, commencing September 1, 2006 shall equal the sum of(i)the principal payment due on the Bonds maturing on such September 1, (ii)the Sinking Fund Payment due on any Outstanding Bonds on such September 1, and (iii) any principal payment due on a previous September I which remains unpaid. Moneys in the Principal Account shall be used for the payment of the principal of such Bonds as the same become due at maturity or pursuant to the Sinking Fund Payment schedules set forth in Section 4.1(b) hereof and in any Supplemental Indenture. 22 DOCSOC/l 054957v3/22925-0010 s the Prepayment Account as set forth above may be used to purchase Outstanding Bonds in the manner hereinafter provided. Purchases of Outstanding Bonds may be made by the District at public or private sale as and when and at such prices as the District may in its discretion determine but only at prices (including brokerage or other expenses) not more than par plus accrued interest,plus the premium applicable at the next following call date according to the premium schedule established pursuant to Section 4.1(c)hereof. Any accrued interest payable upon the purchase of Bonds may be paid from the amount reserved in the Interest Account or the applicable Capitalized Interest Subaccount for the payment of interest on such Bonds on the next following Interest Payment Date. Section 3.7. Reserve Account of the Special Tax Fund. There shall be maintained in the Reserve Account an amount equal to the Reserve Requirement. Notwithstanding any provision hereof to the contrary,the amounts in the Reserve Account shall be applied as follows: (a) Moneys in the Reserve Account shall be used solely for the purpose of(i)paying the principal of, including Sinking Fund Payments, and interest on any Bonds when due in the event that the moneys in the Interest Account and the Principal Account are insufficient therefor, (ii)making any required transfer to the Rebate Fund pursuant to Section 3.8 upon written direction from the District, and (iii) making any transfer to the Prepayment Account required pursuant to the provisions of Section 3.6. If the amounts in the Interest Account or the Principal Account are insufficient to pay the principal of, including Sinking Fund Payments, or interest on any Bonds when due, or amounts in the Special Tax Fund are insufficient to make transfers to the Rebate Fund when required, the Trustee shall withdraw from the Reserve Account for deposit in the Interest Account or the Principal Account or the Rebate Fund, as applicable, moneys necessary for such purposes. (b) Whenever moneys are withdrawn from the Reserve Account, after making the required transfers referred to in Sections 3.4, 3.6 and 3.8 hereof,the Trustee shall transfer to the Reserve Account from available moneys in the Special Tax Fund, or from any other legally available funds which the District elects to apply to such purpose, the amount needed to restore the amount of such Reserve Account to the Reserve Requirement. Moneys in the Special Tax Fund shall be deemed available for transfer to the Reserve Account only if the Trustee determines that such amounts will not be needed to make the deposits required to be made to the Interest Account or the Principal Account for the next succeeding Interest Payment Date. If amounts in the Special Tax Fund or otherwise transferred to replenish the Reserve Account are inadequate to restore the Reserve Account to the Reserve Requirement,then the District shall include the amount necessary fully to restore the Reserve Account to the Reserve Requirement in the next annual Special Tax levy to the extent of the maximum pennitted Special Tax rates and to the extent permitted by the Act. (c) In connection with an optional redemption of the Bonds hereunder or a partial defeasance of the Bonds in accordance with Section 9.1 hereof, amounts in the Reserve Account may be applied to such optional redemption or partial defeasance so long as the amount on deposit in the Reserve Account following such optional redemption or partial defeasance equals the Reserve Requirement. (d) To the extent that the Reserve Account is at the Reserve Requirement as of the first day of the final Bond Year for Outstanding Bonds, amounts in the Reserve Account may be applied to pay the principal of and interest due on the Bonds in such final Bond Year. Moneys in the Reserve Account in excess of the Reserve Requirement not transferred in accordance with the preceding provisions of this paragraph shall be withdrawn from the Reserve Account on each Interest Payment Date and transferred to the Interest Account. 24 DOCSOC/l 054957v3/22925-0010 2. Not later than 60 days after the payment or redemption of all of the Bonds an amount equal to 100% of the Rebatable Arbitrage calculated as of the end of such applicable Bond Year, and any income attributable to the Rebatable Arbitrage, computed in accordance with Section 148(f) of the Code. In the event that,prior to the time of any payment required to be made from the Rebate Account,the amount in the Rebate Account is not sufficient to make such payment when such payment is due, the District shall calculate or cause to be calculated the amount of such deficiency and deposit an amount received fi-om any legally available source equal to such deficiency prior to the time such payment is due. Each payment required to be made pursuant to this Subsection (a)(i) shall be made on or before the date on which such payment is due, and shall be accompanied by Internal Revenue Service Form 8038-T, or shall be made in such other manner as provided under the Code. (ii) Alternative Penalty Account. (A) Six-Month Computation. If the 1'/2% Penalty has been elected, within 85 days of the Six-Month Period,the District shall determine or cause to be detennined whether the 1'/2% Penalty is payable (and the amount of such penalty) as of the close of the Six-Month Period. The District shall obtain expert advice in making such determinations. (B) Six-Month Transfer. Within 85 days of the close of the Six-Month Period,the Trustee, at the written direction of an Authorized Representative of the District, shall deposit an amount in the appropriate subaccounts of the Alternative Penalty Account from any source of funds held by the Trustee pursuant to this Indenture and designated by the District in such written directions or provided to it by the District, if and to the extent required, so that the balance in each subaccount of the Alternative Penalty Account equals the amount of 1'/2%Penalty due and payable to the United States Treasury detennined as provided in Subsection (a)(ii)(A) above. In the event that immediately following any transfer provided for in the previous sentence, or the date on which the District determines that no transfer is required for such Bond Year,the amount then on deposit in a subaccount of the Alternative Penalty Account exceeds the amount required to be on deposit therein to make the payments required by Subsection (C)below, the Trustee, at the written direction of an Authorized Representative of the District, shall withdraw the excess from the applicable subaccount of the Alternative Penalty Account and credit the excess to the Special Tax Fund. (C) Payment to the Treasury. The Trustee shall pay, as directed in writing by an Authorized Representative of the District, to the United States Treasury, out of amounts in a subaccount of the Alternative Penalty Account, specified by the District in writing not later than 90 days after the close of the Six-Month Period the 1'/2%Penalty, if applicable and payable, computed in accordance with Section 148(f)(4) of the Code. In the event that,prior to the time of any payment required to be made from a subaccount of the Alternative Penalty Account,the amount in such subaccount is not sufficient to make such payment when such payment is due,the District shall calculate the amount of such deficiency and direct the Trustee, in writing,to deposit an amount equal to such deficiency into such subaccount of the Alternative Penalty Account from any funds held by the Trustee pursuant to this Indenture and designated by the District in such written directions prior to the time such payment is due. Each payment required to be made pursuant to this Subsection (a)(ii) shall be made on or before the date on which such payment is due, and shall be 26 DOCSOC/l 054957v3/22925-0010 corporations under the Code) or in Authorized Investments at a yield not in excess of the yield on the Bonds unless, in the opinion of Bond Counsel, investment at a higher yield will not adversely affect the exclusion from gross income for federal income tax purposes of interest on the Bonds. Section 3.10. Acquisition and Construction Fund. (a) The moneys in the Acquisition and Construction Fund shall be applied exclusively to pay the Project Costs and Costs of Issuance. Amounts for Project Costs or Costs of Issuance shall be disbursed by the Trustee fi-om the applicable Project Account or the applicable Costs of Issuance Account, as the case may be; pursuant to a requisition signed by an Authorized Representative of the District substantially in the form of Exhibit B hereto. (b) Upon the earlier of the first anniversary of the applicable Delivery Date or its receipt of a Certificate of an Authorized Representative that all or a specified portion of the amount remaining in the Costs of Issuance Account for a Series of Bonds is no longer needed to pay Costs of Issuance for such Series,the Trustee shall transfer all or such specified portion of said amount to the Administrative Expense Account. (c) Upon receipt of a Certificate of an Authorized Representative (i) stating that the portion of the Facilities to be financed from the applicable Project Account has been completed and that all costs of such Facilities have been paid, or(ii) stating that such portion of the Facilities has been substantially completed and that all remaining costs of such portion of the Facilities have been determined and specifying the amount to be retained therefor, or(iii) stating that no additional costs of Facilities (or no additional such costs above a specified amount) are expected to be paid from the applicable Project Account,the Trustee shall (A) if the arnount remaining in such Project Account (less any such retention) is equal to or greater than $25,000, transfer the portion of such amount equal to the largest integral multiple of$5,000 that is not greater than such amount to the Redemption Account,to be applied to the redemption of Bonds, and (B) after making the transfer, if any, required to be made pursuant to the preceding clause (A), transfer all of the amount remaining in the Proceeds Account (less any such retention)to the Interest Account,to be applied to the payment of interest on the Bonds. Section 3.11. Investments. Moneys held in any of the funds, accounts and subaccounts under this Indenture shall be invested at the written direction of an Authorized Representative of the District in accordance with the limitations set forth below only in Authorized Investments which shall be deemed at all times to be a part of such funds, accounts and subaccounts. Any investment earnings, gains or losses resulting from such Authorized Investments shall be credited or charged to the fund, account or subaccount from which such investment was made. Moneys in the funds, accounts and subaccounts held under this Indenture may be invested by the Trustee on the written direction of the District, from time to time, in Authorized Investments subject to the following restrictions: (a) Moneys in the Interest Account,the Principal Account and the Redemption Account shall be invested only in Authorized Investments which will by their terms mature, or in the case of an Investment Agreement are available for withdrawal without penalty, on such dates so as to ensure the payment of principal of,premium, if any, and interest on the Bonds as the same become due. . Notwithstanding anything herein to the contrary, amounts in the Capitalized Interest Subaccount on the Delivery Date for the Bonds shall not be invested at yields greater than those set forth in the Tax Certificate. 28 DOCSOC/1054957v3/22925-0010 ARTICLE IV REDEMPTION OF BONDS Section 4.1. Redemption of Bonds. (a) Optional Redemption. Subject to the limitations set forth below,the 2004 Bonds may be redeemed, at the option of the District from any source of funds, other than Prepayments, on any Interest Payment Date, in ,vhole. or in part in the order of maturity selected by the District and by lot 1,vithin a maturity, at the folloNving redemption prices, expressed as a percentage of the principal amount to be redeemed,together with accrued interest to the date of redemption: Redemption Dates Redemption Prices through % through through and thereafter In the event the District elects to redeem 2004 Bonds as provided above,the District shall give written notice to the Trustee of its election to so redeem,the redemption date and the principal amount of the Bonds to be redeemed. The notice to the Trustee shall be given at least 60 but no more than 90 days prior to the redemption date, or such shorter period as shall be acceptable to the Trustee. (b) Mandatory Sinking Fund Redemption. The 2004 Term Bonds maturing on September 1, shall be called before maturity and redeemed, from the Sinking Fund Payments that have been deposited into the Principal Account, on September 1, , and on each September 1 thereafter prior to maturity, in accordance with the schedule of Sinking Fund Payments set forth below. The Bonds so called for redemption shall be selected by the Trustee by lot and shall be redeemed at a redemption price for each redeemed Bond equal to the principal amount thereof,plus accrued interest to the redemption date, without premium, as follows: Redemption Date (September 1) Principal Amount (maturity) 30 DOCSOC/1054957v3/22925-0010 Prepayment Account, in integral multiples of$5,000, in whole or in part as hereinafter provided, at the following redemption prices, expressed as a percentage of the principal amount to be redeemed, together with accrued interest to the date of redemption: Redemption Dates Redemption Prices through % through through and thereafter The Trustee shall select 2004 Bonds for redemption pursuant to the provisions of this subsection from the maturities of all Bonds of all Series so that the ratio of Outstanding Bonds to the Bonds originally issued shall be approximately the same in each maturity of each Series. The particular Bonds of each maturity of a Series to be redeemed shall be selected by lot in whatever manner the Trustee chooses. Section 4.2. Selection of Bonds for Redemption. If less than all of the Bonds Outstanding are to be redeemed, the portion of any Bond of a denomination of more than $5,000 to be redeemed shall be in the principal amount of$5,000 or an integral multiple thereof. In selecting portions of such Bonds for redemption, the Trustee shall treat such Bonds as representing that number of Bonds of$5,000 denominations which is obtained by dividing the principal amount of such Bonds to be redeemed in part by $5,000. The Trustee shall promptly notify the District in writing of the Bonds, or portions thereof, selected for redemption. Section 4.3. Notice of Redemption. When Bonds are due for redemption under Section 4.1 above, the Trustee shall give notice, in the name of the District, of the redemption of such Bonds; provided, however, that a notice of a redemption to be made from other than from Sinking Fund Payments shall be conditioned on there being on deposit on the redemption date sufficient money to pay the redemption price of the Bonds to be redeemed. Such notice of redemption shall (a) specify the CUSIP numbers (if any),the bond numbers and the maturity date or dates of the Bonds selected for redemption, except that where all of the Bonds are subject to redemption, or all The Bonds of one maturity, are to be redeemed,the bond numbers of such issue need not be specified; (b) state the date fixed for redemption and surrender of the Bonds to be redeemed; (c) state the redemption price; (d) state the place or places where the Bonds are to be redeemed; (e) in the case of Bonds to be redeemed only in part, state the portion of such Bond which is to be redeemed; (f) state the date of issue of the Bonds as originally issued; (g) state the rate of interest borne by each Bond being redeemed; and (h) state any other descriptive information needed to identify accurately the Bonds being redeemed as shall be specified by the Trustee. Such notice shall further state that on the date fixed for redemption,there shall become due and payable on each Bond or portion thereof called for redemption, the principal thereof,together with any premium, and interest accrued to the redemption date, and that from and after such date, interest thereon shall cease to accrue and be payable. At least 30 days but no more than 60 days prior to the redemption date,the Trustee shall mail a copy of such notice, by first class mail,postage prepaid,to the respective Owners thereof at Their addresses appearing on the Bond Register and to the original purchaser of the Bonds. The actual receipt by the Owner of any Bond or the original purchaser of any Bond of notice of such redemption shall not be a condition precedent to redemption, and neither the failure to receive nor any defect in such notice shall affect the validity of the proceedings for the redemption of such Bonds or the cessation of interest on the redemption date. A certificate by the Trustee that notice of such 32 DOCSOC/1054957v3/22925-0010 sale at such prices as the District may in its discretion detennine;provided that the purchase price thereof(including brokerage or other expenses) shall not exceed the principal amount thereof plus accrued interest to the purchase date and, in the case of purchase with funds in an optional redemption account, applicable premium. ARTICLE V COVENANTS AND WARRANTY Section 5.1. Warranty. The District shall preserve and protect the security pledged hereunder to the Bonds against all claims and demands of all persons. Section 5.2. Covenants. So long as any of the Bonds issued hereunder are Outstanding and unpaid, the District makes the following covenants with the Bondowners under the provisions of The Act and this Indenture (to be performed by the District or its proper officers, agents or employees), which covenants are necessary and desirable to secure the Bonds and tend to make them more marketable; provided, however,that said covenants do not require the District to expend any funds or moneys other than the Special Taxes and other amounts deposited to the Special Tax Fund: (a) Punctual Payment: Against Encumbrances. The District covenants that it will receive all Special Taxes in trust and will immediately deposit such amounts with the Trustee, and the District shall have no beneficial right or interest in the amounts so deposited except as provided by this Indenture. All such Special Taxes shall be disbursed, allocated and applied solely to the uses and purposes set forth herein, and shall be accounted for separately and apart from all other money, funds, accounts or other resources of the District. The District further covenants that, in connection with the delivery of any Prepayment to the Trustee,the District will also deliver to the Trustee a certificate of the Special Tax Administrator identifying with respect to the Prepayment: (i)the "Remaining Facilities Amount" (as defined in the RMA), if any, with instructions that said amount shall be deposited in the Project Account of the Acquisition and Construction Fund, (ii)the "Administrative Fees and Expenses" (as defined in the RMA), with instructions that said amount shall be deposited in the Administrative Expense Account, (iii)the amount that represents the Special Taxes levied in the current Fiscal Year on the subject Assessor's Parcel which had not been paid, -\?,,ith instructions to deposit portions of said amount in the Interest Account and the Principal Account of the Special Tax Fund, (iv)the amount of the "Reserve Fund Credit" (as defined in the RMA), with instructions to withdraw said amount from the Reserve Account and transfer it to the Prepayment Account in connection with the redemption of Bonds, and (v)the amount to be deposited in the Prepayment Account. The District covenants that it will duly and punctually pay or cause to be paid the principal of and interest on every Bond issued hereunder, together with the premium, if any,thereon on the date, at the place and in the manner set forth in the Bonds and in accordance with this Indenture to the extent that Net Taxes are available therefor, and that the payments into the Funds and Accounts created hereunder will be made, all in strict conformity with the terns of the Bonds and this Indenture, and that it will faithfully observe and perform all of the conditions, covenants and requirements of this Indenture and all Supplemental Indentures and of the Bonds issued hereunder. The District will not mortgage or otherwise encumber, pledge or place any charge upon any of the Special Taxes except as provided in this Indenture, and will not issue any obligation or 34 DOCSOC/1054957v3/22925-0010 contained shall require the District to make any such payments so long as the District in good faith shall contest the validity of any such claims. (e) Books and Accounts. The District will keep proper books of records and accounts, separate from all other records and accounts of the District, in which complete and correct entries shall be made of all transactions relating to the levy of the Special Tax and the deposits to the Special Tax Fund. Such books of records and accounts shall at all times during business hours be subject to the inspection of the Owners of not less than 10% of the principal amount of the Bonds then Outstanding or their representatives authorized in writing. (f) Federal Tax Covenants. NotNvithstanding any other provision of this Indenture, absent an opinion of Bond Counsel that the exclusion from gross income of interest on the Bonds will not be adversely affected for federal income tax purposes, the District covenants to comply with all applicable requirements of the Code necessary to preserve such exclusion from gross income and specifically covenants, without limiting the generality of the foregoing, as follows: (i) Private Activity. The District will take no action or refrain from taking any action or make any use of the proceeds of the Bonds or of any other moneys or property which would cause the Bonds to be "private activity bonds"within the meaning of Section 141 of the Code; (ii) Arbitrage. The District v,611 make no use of the proceeds of the Bonds or of any other amounts or property, regardless of the source, or take any action or refrain from taking any action which will cause the Bonds to be "arbitrage bonds"within the meaning of Section 148 of the Code; (iii) Federal Guaranty. The District will make no use of the proceeds of the Bonds or take or omit to take any action that would cause the Bonds to be "federally guaranteed"within the meaning of Section 149(b) of the Code; (iv) Information Reporting. The District will take or cause to be taken all necessary action to comply with the informational reporting requirement of Section 149(e) of the Code; (v) Hedge Bonds. The District will make no use of the proceeds of the Bonds or any other amounts or property, regardless of the source, or take any action or refrain from taking any action that would cause the Bonds to be considered "hedge bonds"within the meaning of Section 149(g) of the Code unless the District takes all necessary action to assure compliance with the requirements of Section 149(g) of the Code to maintain the exclusion from gross income for federal income tax purposes of interest on the Bonds; and (vi) Miscellaneous. The District will take no action and will refrain from taking any action inconsistent with its expectations stated in the Tax Certificate and will comply with the covenants and requirements stated therein and incorporated by reference herein, including payment of amounts required to pay the District's pro rata share of any rebate amounts owing to the United States on the Bonds. (vii) Other Tax Exempt Issues. The District will not use proceeds of other tax exempt securities to redeem any Bonds without first obtaining the written opinion of Bond Counsel 36 DOCSOC/1054957v3/22925-0010 comply with the teens of said Continuing Disclosure Agreement shall not constitute an event of default under Article VIII hereof. ARTICLE VI AMENDMENTS TO INDENTURE Section 6.1. Supplemental Indentures or Orders Not Requiring Bondowner Consent. The District and Trustee may from tirne to time, and at any time, without notice to or consent of any of the Bondowners, enter into Supplemental Indentures in order to provide for the issuance of Parity Bonds pursuant to Section 2.13 and for any of the following purposes: (a) to cure any ambiguity, to correct or supplement any provisions herein which may be inconsistent with any other provision herein, or to make any other provision with respect to matters or questions arising under this Indenture or in any additional resolution or order,provided that such action is not materially adverse to the interests of the Bondowners; (b) to add to the covenants and agreements of and the limitations and the restrictions upon the District contained in this Indenture, other covenants, agreements, limitations and restrictions to be observed by the District which are not contrary to or inconsistent with this Indenture as theretofore in effect or which further secure Bond payments; (c) to modify, amend or supplement this Indenture in such manner as to permit the qualification hereof under the Trust Indenture Act of 1939, as amended, or any similar federal statute hereafter in effect, or to comply with the Code or regulations issued thereunder, and to add such other terms, conditions and provisions as may be penmitted by said act or similar federal statute, and which shall not materially adversely affect the interests of the Owners of the Bonds then Outstanding; or (d) to modify, alter or amend the RMA in any manner so long as such changes do not reduce the maximum Special Taxes that may be levied in each year on property within the District to an amount which is less than that permitted under Section 5.2(g) hereof; or (e) to modify, alter, amend or supplement this Indenture in any other respect which is not materially adverse to the Bondowners. Section 6.2. Supplemental Indentures or Orders Requiring Bondowner Consent. Exclusive of the Supplemental Indentures described in Section 6.1,the Owners of not less than a majority in aggregate principal amount of the Bonds Outstanding shall have the right to consent to and approve the execution and delivery by the District of such Supplemental Indentures as shall be deemed necessary or desirable by the District for the purpose of waiving,modifying, altering, amending, adding to or rescinding, in any particular, any of the tenors or provisions contained in this Indenture; provided, however, that nothing herein shall permit, or be construed as permitting, (a) an extension of the maturity date of the principal, or the payment date of interest on, any Bond, (b) a reduction in the principal amount of, or redemption premium on, any Bond or the rate of interest thereon, (c) a preference or priority of any Bond over any other Bond, or(d) a reduction in the aggregate principal amount of the Bonds the Owners of which are required to consent to such Supplemental Indenture, without the consent of the Owners of all Bonds then Outstanding. 38 DOCSOC/1054957v3/22925-0010 ARTICLE VII TRUSTEE Section 7.1. Duties, Immunities and Liabilities of Trustee. BNY Western Trust Company shall be the Trustee for the Bonds unless and until another Trustee is appointed by the District hereunder. The Trustee shall,prior to an event of default and after curing all events of default which may have occurred, perform such duties and only such duties as are specifically set forth herein. Upon the occurrence and upon the continuance of an event of default,the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a reasonable corporate trustee would exercise or use as trustee under a trust indenture. The District may, at any time, appoint a successor Trustee satisfying the requirements of Section 7.2 below for the purpose of receiving all money which the District is required to deposit with the Trustee hereunder and to allocate, use and apply the same as provided in this Indenture. The Trustee is hereby authorized to and shall mail or cause to be mailed by first class mail, postage prepaid, or wire transfer in accordance with Section 2.5 above, interest payments to the Bondowners, to select Bonds for redemption, and to maintain the Bond Register. The Trustee is hereby authorized to pay the principal of and premium, if any, on the Bonds when the same are duly presented to it for payment at maturity or on call and redemption,to provide for the registration of transfer and exchange of Bonds presented to it for such purposes, to provide for the cancellation of Bonds all as provided in this Indenture, and to provide for the authentication of Bonds, and shall perfonn such other duties expressly assigned to or imposed on it as provided in this Indenture; provided, however,that no other duties of the Trustee shall be implied or unposed upon the Trustee other than as expressly stated hereunder. The Trustee shall keep accurate records of all funds administered by it and all Bonds paid, discharged and cancelled by it. The Trustee is hereby authorized to redeem the Bonds when duly presented for payment at maturity, or on redemption prior to maturity. The Trustee shall cancel all Bonds upon payment thereof in accordance with the provisions of Section 10.1 hereof. The District shall from time to time, subject to any agreement between the District and the Trustee then in force,pay to the Trustee compensation for its services, reimburse the Trustee for all its advances and expenditures, including,but not limited to, advances to and fees and expenses of independent accountants or counsel employed by it in the exercise and performance of its powers and duties hereunder, and indemnify and save the Trustee and its officers, directors and employees harmless against costs, claims, expenses (including the reasonable expenses of its counsel) and liabilities not arising from its own negligence or willful misconduct which it may incur in the exercise and performance of its powers and duties hereunder. The foregoing obligation of the District to indemnify the Trustee shall survive the removal or resignation of the Trustee or the discharge of the Bonds. Section 7.2. Removal of Trustee. The District may at any time at its sole discretion remove the Trustee initially appointed, and any successor thereto,by delivering to the Trustee a written notice of its decision to remove the Trustee and may appoint a successor or successors - thereto;provided that any such successor, other than the Trustee, shall be a bank or trust company having (or in the case of a financial institution that is part of a bank holding company, such company shall have) a combined capital (exclusive of borrowed capital) and surplus of at least$50,000,000, 40 DOCSOC/1 054957v3/22925-001 0 but in its discretion the Trustee may, in lieu thereof, accept other evidence of such matter or may require such additional evidence as to it may deem reasonable. The Trustee shall have no duty or obligation '",batsoever to monitor or enforce the collection of Special Taxes or other funds to be deposited with it hereunder, or as to the correctness of any amounts received. The sole obligation of the Trustee with respect thereto shall be limited to the proper accounting for such funds as it shall actually receive. No provision in this Indenture shall require the Trustee to expend or risk its own funds or otherxvise incur any financial liability in the perfon-nance of any of its duties hereunder, or in the exercise of its rights or powers. In the event the Trustee shall advance funds in connection with its administration of this trust, the Trustee shall be entitled to interest at the maximum interest rate permitted by law. The Trustee shall not be deemed to have knowledge of any event of default of the type described in Section 8.1(c)unless and until it shall have actual knowledge thereof by receipt of written notice thereof at its corporate trust office. The Trustee shall not be considered in breach of or in default in its obligations hereunder or progress in respect thereto in the event of enforced delay ("unavoidable delay") in the performance of such obligations due to unforeseeable causes beyond its control and without its fault or negligence, including,but not limited to, Acts of God or of the public enemy or terrorists, acts of a government, acts of the other party, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, earthquakes, explosion, mob violence, riot, inability to procure or general sabotage or rationing of labor, equipment, facilities, sources of energy, material or supplies in the open market, litigation or arbitration involving a party or others relating to zoning or other governmental action or inaction pertaining to the project, malicious mischief, condemnation, and unusually severe weather or delays of suppliers or subcontractors due to such causes or any similar event and/or occurrences beyond the control of the Trustee. The Trustee agrees to accept and act upon facsimile transmission of written instructions and/or directions pursuant to this Indenture provided, however,that: (a) subsequent to such facsimile transmission of written instructions and/or directions the Trustee shall forthwith receive the originally executed instructions and/or directions, (b) such originally executed instructions and/or directions shall be signed by a person as may be designated and authorized to sign for the party signing such instructions and/or directions, and (c)the Trustee shall have received a current incumbency certificate containing the specimen signature of such designated person. Section 7.5. Merger or Consolidation. Any company into which the Trustee may be merged or converted or with which it may be consolidated or any company resulting from any merger, conversion or consolidation to which it shall be a party or any company to which the Trustee may sell or transfer all or substantially all of its corporate trust business, shall be the successor to the Trustee without the execution or filing of any paper or further act, anything herein to the contrary notwithstanding. 42 DOCSOC/l 054957v3/22925-0010 by the Act or by this article may be enforced and exercised from time to time and as often as shall be deemed expedient by the Owners. If any suit, action or proceeding to enforce any right or exercise any remedy is abandoned or detennined adversely to the Owners, the District and the Owners shall be restored to their former positions, rights and remedies as if such suit, action or proceeding had not been brought or taken. No remedy herein conferred upon or reserved to the Owners is intended to be exclusive of any other remedy. Every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing, at law or in equity or by statute or otherwise, and may be exercised without exhausting and without regard to any other remedy conferred by the Act or any other law. The Trustee's counsel is not and shall not be deemed counsel to the Bondholders. Any communication between the Trustee and its counsel shall be deemed confidential and privileged. In case the moneys held by the Trustee after an event of default pursuant to Section 8.1(a)or (b) shall be insufficient to pay in full the whole amount so owing and unpaid upon the Outstanding Bonds,then all available amounts shall be applied to the payment of such principal and interest without preference or priority of principal over interest, or interest over principal, or of any installment of interest over any other installment of interest, ratably to the aggregate of such principal and interest. ARTICLE IX DEFEASANCE Section 9.1. Defeasance. If the District shall pay or cause to be paid, or there shall otherwise be paid,to the Owner of an Outstanding Bond the interest due thereon and the principal thereof, at the times and in the manner stipulated in this Indenture or any Supplemental Indenture, Then the Owner of such Bond shall cease to be entitled to the pledge of Net Taxes, and, other than as set forth below, all covenants, agreements and other obligations of the District to the Owner of such Bond under this Indenture shall thereupon cease, terminate and become void and be discharged and satisfied. In the event of a defeasance of all Outstanding Bonds pursuant to this Section,the Trustee shall execute and deliver to the District all such instruments as may be desirable to evidence such discharge and satisfaction, and the Trustee shall pay over or deliver to the District's general fund all money or securities held by it pursuant to this Indenture which are not required for the payment of the principal of,premium, if any, and interest due on such Bonds. Any Outstanding Bond shall be deemed to have been paid within the meaning expressed in the first paragraph of this Section if such Bond is paid in any one or more of the following ways: (a) by paying or causing to be paid the principal of,premium, if any, and interest on such Bond, as and when the same become due and payable; (b) by depositing with the Trustee, in trust, at or before maturity,money which,together with the amounts then on deposit in the Special Tax Fund (exclusive of the Administrative Expense Account) and available for such purpose, is fully sufficient to pay the principal of,premium, if any, and interest on such Bond, as and when the same shall become due and payable; or 44 DOCSOC/1054957v3/22925-0010 forthwith and shall not be reissued. The Trustee shall destroy such Bonds, and,upon request of the District, furnish to the District a certificate of such destruction. Section 10.2. Execution of Documents and Proof of O,%Nynership. Any request, direction, consent, revocation of consent, or other instrument in writing required or pennitted by this Indenture to be signed or executed by Bondowners may be in any number of concurrent instruments of similar tenor may be signed or executed by such Owners in person or by their attorneys appointed by an instrument in writing for that purpose, or by the bank,trust company or other depository for such Bonds. Proof of the execution of any such instrument, or of any instrument appointing any such attorney, and of the ownership of Bonds shall be sufficient for the purposes of this Indenture (except as otherwise herein provided), if made in the following manner: (a) The fact and date of the execution by any Owner or his or her attorney of any such instrument and of any instrument appointing any such attorney, may be proved by a signature guarantee of any bank or trust company located within the United States of America. Where any such instrument is executed by an officer of a corporation or association or a member of a partnership on behalf of such corporation, association or partnership, such signature guarantee shall also constitute sufficient proof of his authority. (b) As to any Bond, the person in IA7hose name the same shall be registered in the Bond Register shall be deemed and regarded as the absolute owner thereof for all purposes, and payment of or on account of the principal of any such Bond, and the interest thereon, shall be made only to or upon the order of the registered Owner thereof or his or her legal representative. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Bond and the interest thereon to the extent of the sum or sums to be paid. Neither the District nor the Trustee shall be affected by any notice to the contrary. Nothing contained in this Indenture shall be construed as limiting the Trustee or the District to such proof, it being intended that the Trustee or the District may accept any other evidence of the matters herein stated which the Trustee or the District may deem sufficient. Any request or consent of the Owner of any Bond shall bind every future Owner of the same Bond in respect of anything done or suffered to be done by the Trustee or the District in pursuance of such request or consent. Section 10.3. Unclaimed Moneys. Anything in this Indenture to the contrary notwitlhstanding, any money held by the Trustee in trust for the payment and discharge of any of the Outstanding Bonds which remain unclaimed for a period ending at the earlier of two Business Days prior to the date such funds would escheat to the State or two years after the date when such Outstanding Bonds have become due and payable, if such money was held by the Trustee at such date, or for a period ending at the earlier of two Business Days prior to the date such funds would escheat to the State or two years after the date of deposit of such money if deposited with the Trustee after the date when such Outstanding Bonds become due and payable, shall be repaid by the Trustee to the District, as its absolute property and free from trust, and the Trustee shall thereupon be released and discharged with respect thereto and the Owners shall look only to the District for the payment of such Outstanding Bonds;provided, however,that,before being required to make any such payment to the District, the Trustee at the written request of the District or the Trustee shall, at the expense of the District, cause to be mailed by first-class mail,postage prepaid,to the registered Owners of such Outstanding Bonds at their addresses as they appear on the registration books of the Trustee a notice that said money remains unclaimed and that, after a date named in said notice,which 46 DOCSOC/1054957v3/22925-0010 Section 10.10. Execution in Counterparts. This Trust Indenture may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original; and all such counterparts shall together constitute but one and the same instrument. 48 DOCSOC/1 054957v3/22925-001 0 EXHIBIT A FORM OF 2004 BOND No. $ UNITED STATES OF AMERICA STATE OF CALIFORNIA TRUCKEE DONNER PUBLIC UTILITY DISTRICT TRUCKEE DONNER PUBLIC UTILITY DISTRICT COMMUNITY FACILITIES DISTRICT NO. 04-1 (GRAY'S CROSSING) SPECIAL TAX BOND, SERIES 2004 INTEREST RATE: MATURITY DATE: DATED DATE: CUSIP NO. REGISTERED ON'1'NER: CEDE & CO. PRINCIPAL AMOUNT: DOLLARS TRUCKEE DONNER PUBLIC UTILITY DISTRICT COMMUNITY FACILITIES DISTRICT NO. 04-1 (GRAY'S CROSSING) (the "District") FOR VALUE RECEIVED, hereby promises to pay, solely from certain amounts held under the Indenture (as hereinafter defined),to the Registered Owner named above, or registered assigns, on the Maturity Date set forth above,unless redeemed prior thereto as hereinafter provided,the Principal Amount set forth above, and to pay interest on such Principal Amount from the Interest Payment Date (as hereinafter defined)next preceding the date of authentication hereof,unless (i) the date of authentication is an Interest Payment Date in which event interest shall be payable from such date of authentication, (ii)the date of authentication is after a Record Date (as hereinafter defined)but prior to the immediately succeeding Interest Payment Date, in �Alhich event interest shall be payable from the Interest Payment Date immediately succeeding the date of authentication, or(iii)the date of authentication is prior to the close of business on the first Record Date in which event interest shall be payable from the Dated Date set forth above. Notwithstanding the foregoing, if at the time of authentication of this Bond interest is in default, interest on this Bond shall be payable from the last Interest Payment Date to which the interest has been paid or made available for payment or, if no interest has been paid or made available for payment, interest on this Bond shall be payable from the Dated Date set forth above. Interest will be paid semiannually on March 1 and September 1 (each, an"Interest Payment Date"), commencing March 1, 2005, at the Interest Rate set forth above,until the Principal Amount hereof is paid or made available for payment. The principal of and premium, if any, on this Bond are payable to the Registered Owner hereof in lawful money of the United States of America upon presentation and surrender of this Bond at the office of BNY Western Trust Company (the "Trustee"). Interest on this Bond shall be paid by check of the Trustee mailed by first class snail,postage prepaid, or in certain circumstances described in the Indenture by wire transfer to an account within the United States,to the Registered Owner hereof as of the close of business on the fifteenth day of the month preceding the month in which the Interest Payment Date occurs (the "Record Date") at such Registered Owner's address as it appears on the registration books maintained by the Trustee. A-1 DOCSOC/1054957v3/22925-0010 4 The Bonds are also subject to special mandatory redemption on any Interest Payment Date, in whole or in part, from certain funds derived from the prepayment of Special Taxes, at the following redemption prices, expressed as a percentage of the principal amount thereof,together with accrued interest to the date of redemption: Redemption Dates Redemption Prices through % through through and thereafter Notice of redemption with respect to the Bonds to be redeemed shall be mailed to the registered owners thereof not less than 30 nor more than 60 days prior to the redemption date by first class mail,postage prepaid,to the addresses set forth in the registration books. Neither a failure of the Registered Owner hereof to receive such notice nor any defect therein will affect the validity of the proceedings for redemption. All Bonds or portions thereof so called for redemption will cease to accrue interest on the specified redemption date; provided that funds for the redemption are on deposit with the Trustee on the redemption date. Thereafter,the registered owners of such Bonds shall have no rights except to receive payment of the redemption price upon the surrender of the Bonds. This Bond shall be registered in the name of the Registered Owner hereof, as to both principal and interest, and the District and the Trustee may treat the Registered Owner hereof as the absolute owner for all purposes and shall not be affected by any notice to the contrary. The Bonds are issuable only in fully registered form in the denomination of$5,000 or any integral multiple thereof and may be exchanged for a like aggregate principal amount of Bonds of other authorized denominations of the same issue and maturity, all as more fully set forth in the Indenture. This Bond is transferable by the Registered Owner hereof, in person or by his attorney duly authorized in writing, at the Principal Office of the Trustee, but only in the manner, subject to the limitations and upon payment of the charges provided in the Indenture,upon surrender and cancellation of this Bond. Upon such transfer, a new registered Bond of authorized denomination or denominations for the same aggregate principal amount of the same issue and maturity will be issued to the transferee in exchange therefor. The Trustee shall not be required to register transfers or make exchanges of(i) any Bonds for a period of 15 days next preceding any selection of the Bonds to be redeemed, or(ii) any Bonds chosen for redemption. The rights and obligations of the District and of the registered owners of the Bonds may be amended at any time, and in certain cases without notice to or the consent of the registered owners, to the extent and upon the terms provided in the Indenture. THE BONDS DO NOT CONSTITUTE OBLIGATIONS OF THE TRUCKEE DONNER PUBLIC UTILITY DISTRICT OR OF TRUCKEE DONNER PUBLIC UTILITY DISTRICT COMMUNITY FACILITIES DISTRICT NO. 04-1 (GRAY'S CROSSING) FOR WHICH THE TRUCKEE DONNER PUBLIC UTILITY DISTRICT OR THE DISTRICT IS OBLIGATED TO LEVY OR PLEDGE, OR HAS LEVIED OR PLEDGED, GENERAL OR SPECIAL TAXES, OTHER THAN THE SPECIAL TAXES REFERENCED HEREIN. THE BONDS ARE LIMITED A-3 DOCSOC/]054957v3/22925-0010 IN WITNESS WHEREOF, Truckee Donner Public Utility District Community Facilities District No. 04-1 (Gray's Crossing)has caused this Bond to be dated as of the Dated Date,to be signed on behalf of the District by the President of the Board of Directors of the Truckee Donner Public Utility District, acting as the legislative body of Truckee Donner Public Utility District Community Facilities District No. 04-1 (Gray's Crossing)by his facsimile signature and attested by the facsimile signature of the Clerk of the Truckee Donner Public Utility District. President of the Board of Directors of the Truckee Donner Public Utility District, acting as the legislative body of Truckee Donner Public Utility District Community Facilities District No. 04-1 (Gray's Crossing) ATTEST: District Clerk of the Truckee Donner Public Utility District [FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION AND REGISTRATION] This is one of the Bonds described in the within-defined Indenture. Dated: , 2004 BNY WESTERN TRUST COMPANY, as Trustee By: Authorized Signatory A-5 DOCSOC/1 054957v3/22925-001 0 EXHIBIT B TRUCKEE DONNER PUBLIC UTILITY DISTRICT COMMUNITY FACILITIES DISTRICT NO. 04-1 (GRAY'S CROSSING) REQUISITION FOR DISBURSEMENT OF COSTS OF ISSUANCE BNY Western Trust Company,Trustee, is hereby requested to pay from the [specify one of the Costs of Issuance Account or the Project Account] of the Truckee Donner Public Utility District Community Facilities District No. 04-1 (Gray's Crossing) Acquisition and Construction Fund, established by the Trust Indenture between the Trustee and Truckee Donner Public Utility District Community Facilities District No. 04-1 (Gray's Crossing), dated as of September 1, 2004,the amount specified and to the payee named below for payment of[Describe Type of Costs]. Payee: Address: Purpose: Amount: $ The amount is due and payable under purchase order, contract or other authorization and has not fon-ned the basis of any prior request for payment. The conditions to the release of this amount from the Truckee Donner Public Utility District Community Facilities District No. 04-1 (Gray's Crossing)Acquisition and Construction Fund are satisfied. There has not been filed with nor served upon the District notice of any lien, right to lien or attachment upon, or stop notice or claim affecting the right to receive payment of the amount specified above which has not been released or will not be released simultaneously with the payment of such amount, other than materialmen's or mechanic's liens accruing by mere operation of law. Dated: TRUCKEE DONNER PUBLIC UTILITY DISTRICT COMMUNITY FACILITIES DISTRICT NO. 04-1 (GRAY'S CROSSING) By: Authorized Officer B-1 DOCSOC/1054957v3/22925-0010 "Assessor's Parcel" or "Parcel" means a lot or parcel, including an airspace parcel for a condominium unit or Loft Unit, shown on an Assessor's Parcel Map with an assigned Assessor's Parcel number. "Assessor's Parcel Map" means an official map of the County Assessor designating parcels by Assessor's Parcel number. "Association Property" means any property within the CFD that is owned by a homeowners association, excluding such property under the pad or footprint of a Unit. Association Property shall also include property designated as open space in a recorded Final Map whether or not such property has yet been dedicated to a homeowners association,public agency, or private land trust. "Board of Directors" or"Board"means the Board of Directors of the TDPUD. "Bonds" means bonds or other debt (as defined in the Act), whether in one or more series, issued, insured or assumed by CFD No. 04-1 related to public infrastructure and/or improvements that are authorized to be funded by CFD No. 04-1. "Building Square Footage" means the total gross square footage of the floor area of a non-residential building detennined by calculating the combined floor area contained within the building's exterior walls including the area of an addition where floor area is increased. Parking areas and exterior walkways shall not be included in the calculation of Building Square Footage. "Capitalized Interest" means funds in any capitalized interest account available to pay debt service on Bonds. "Center for the Arts Property" means the property on which a building permit has been issued for construction of the "Center for the Arts"required pursuant to the Development Agreement, subject to the limitation set forth in Section G below. "CFD Formation" means the date on which the Resolution of Fonnation to form CFD No. 04-1 was adopted by the Board of Directors. "Church Property" means, in any Fiscal Year, any Parcel in CFD 04-1 that meets both of the following criteria: (i) the Parcel is owned by a religious organization which is exempt from ad valorem property tax, and (ii) a building permit has been issued for construction of a building on the Parcel that will be used solely as a place of worship. The amount of Church Property within the CFD shall be subject to the limitation set forth in Section G below. "County" means the County of Nevada. "Developed Property"means, in any Fiscal Year,the following: • for Single Family Detached Property, all parcels for which a Final Map was recorded prior to May 1 of the preceding Fiscal Year C-2 DOCSOC/1 054957v3/22925-001 0 "Final Map" means a final map, or portion thereof, recorded by the County pursuant to the Subdivision Map Act (California Government Code Section 66410 et seq.) that creates individual lots on which building pen-nits for new construction may be issued without further subdivision and for which no further subdivision is anticipated pursuant to the Tentative Map. "Fiscal fear"means the period starting July 1 and ending on the following June 30. "Fitness Facility Property" means any Assessor's Parcels within the CFD that meets both of the following criteria (i) a building permit has been issued for construction of a swim or fitness facility on the Parcel, and (ii) based on the size of the Parcel, no other buildings can be constructed on the Parcel. "Fractional Unit" means a single family detached unit or a single family attached unit for which multiple owners may each purchase a fractional share of ownership (also referred to as a timeshare unit by the California Department of Real Estate). "Golf Course Property" means any property within CFD No. 04-1 that is used as a golf course, including but not limited to, a driving range, clubhouse, pro shop, parking, outbuildings, and other golf-related amenities. Golf Course Property shall also include any property within the CFD that is used or expected to be used for a swim and/or fitness facility if such facility is located on the same Assessor's Parcel as the clubhouse, pro shop or other golf-related buildings. "Lodging Unit" means a unit that is (i) offered for rent to the general public on an overnight or limited stay basis, as defined in the Development Agreement, and (ii) constructed within the geographic area labeled Neighborhood Commercial in Attachment 2. If Fractional Units are built within the Neighborhood Commercial area, all such units shall be taxed at the same rate as other Units of Single Family Attached Property within the CFD. "Loft Unit" means a residential Unit located above and attached to a commercial establishment, which shall not under any circumstance include a residential Unit within which the owner of such Unit operates an at-home business operation. "Maximum Special Tax" means the greatest amount of Special Tax that can be levied on an Assessor's Parcel in any Fiscal Year detennined in accordance with Section C below, as may be adjusted pursuant to Step 3 in Section D below. "Non-Residential Property" means, in any Fiscal Year, all Parcels of Taxable Property which are not Single Family Detached Property, Single Family Attached Property, Golf Course Property, Loft Units, Association Property, Excess Public Property, or Undeveloped Property. As discussed below, Loft Units shall be taxed separately from the non-residential Building Square Footage on the Parcel. "Proportionately" means, for Developed Property, that the ratio of the actual Special Tax levied in any Fiscal Year to the Maximum Special Tax authorized to be levied in that Fiscal Year is equal for all Assessor's Parcels of Developed Property, and for Undeveloped Property that the ratio of the - actual Special Tax to the Maximum Special Tax is equal for all Assessor's Parcels of Undeveloped Property. C-4 DOCSOC/]054957v3/22925-0010 "Tax Zone #1" means the geographic area that is specifically identified in Attachment 2 of this Rate and Method of Apportionment of Special Tax as Tax Zone#1. "Tax Zone #2" means the geographic area that is specifically identified in Attachment 2 of this Rate and Method of Apportionment of Special Tax as Tax Zone#2. "TDPUD" means the Truckee Donner Public Utility District. "Tentative leap" means the tentative subdivision map for the Gray's Crossing Planned Development approved by the Town on February 5,2004. "Town"means the incorporated Town of Truckee. "Undeveloped Property"means, in any Fiscal Year, all Parcels of Taxable Property within the CFD that are not Developed Property. "Unit" means (i) for Single Family Detached Property, an individual single-family detached unit, (ii) an individual Loft Unit, and (iii) for Single Family Attached Property, an individual residential unit within a duplex, triplex, fourplex,townhome, or condominium structure. B. DATA FOR ANNUAL ADMINISTRATION On or about July 1 of each Fiscal Year, the Administrator shall identify the current Assessor's Parcel numbers for all Parcels of Taxable Property. The Administrator shall also detennine: (i) whether each Assessor's Parcel of Taxable Property is Developed Property or Undeveloped Property, (ii) for Developed Property, which Parcels are Single Family Detached Property, Single Family Attached Property, Loft Units, Golf Course Property and Non-Residential Property, (iii) for Parcels of Single Family Attached Property, the number of Units on each Parcel, (iv) for Single Family Detached Property,the size of each residential lot within Final Maps that have been recorded, (v)whether there are Parcels of Rental Property, Excess Public Property, or Parcels with Affordable Units, and (vi)the Special Tax Requirement. For Single Family Attached Property,the number of Units shall be detennined by referencing the site plan, condominium plan, or other development plan. For Non-Residential Property that includes Loft Units, the Administrator shall reference the condominium map or other such development plan to determine the Building Square Footage, or if such map or plan is not available, the Administrator shall detenmine the Building Square Footage associated with the Loft Units and subtract the square footage thereof from the total Building Square Footage to detennine the square footage that will be subject to the Maximum Special Tax for Non-Residential Property. If, in any Fiscal Year, an Assessor's Parcel includes both Developed Property and Undeveloped Property, the Administrator shall determine the Acreage associated with the Developed Property, subtract this Acreage from the total Acreage of the Assessor's Parcel, and use the remaining Acreage to calculate the Special Tax that will apply to Undeveloped Property within the Assessor's Parcel. In addition, the Administrator shall, on an ongoing basis, monitor whether changes in land use have been proposed that will affect the Expected Land Uses and whether Final Maps that have been proposed for approval by the Town are consistent with the Expected Land Uses. If changes to the Expected Land Uses are proposed, the Administrator shall apply the steps set forth in Section D below. C-6 DOCSOC/1054957v3/22925-0010 3. Loft Units The Maximum Special Tax for Loft Units for Fiscal Year 2004-05 is $1,200 per Unit. On July 1, 2005 and on each July 1 thereafter, this Maximum Special Tax shall be increased by an amount equal to two percent (2%) of the amount in effect for the prior Fiscal Year. 4. 1Von-Residential Property The Maximum Special Tax for Non-Residential Property for Fiscal Year 2004-05 is $2.50 per square foot of Building Square Footage. On July 1, 2005 and on each July 1 thereafter, this Maximum Special Tax shall be increased each Fiscal Year thereafter by an amount equal to two percent(2%) of the amount in effect the prior Fiscal Year. 5. Golf Course Property The Maximum Special Tax assigned to Golf Course Property for Fiscal Year 2004-05 is $200,000. On July 1, 2005 and on each July I thereafter, this Maximum Special Tax shall be increased each Fiscal Year thereafter by an amount equal to two percent (2%) of the amount in effect the prior Fiscal Year. If the Golf Course Property is fully contained within one Assessor's Parcel, the Maximum Special Tax identified above shall be collected from the Parcel. If the Golf Course Property is spread over more than one Assessor's Parcel, the following steps shall be applied in the first Fiscal Year in which the Golf Course Property is Developed Property to detennine the Maximum Special Tax to be assigned to each Parcel: Step 1: Multiply the total Maximum Special Tax assigned to the Golf Course Property by fifty percent (50%); Step 2: Deter-nine the combined Acreage of all Assessor's Parcels on which the clubhouse, pro shop, driving range, parking lot, and other outbuildings are located; Step 3. Divide the amount determined in Step 1 by the Acreage identified in Step 2 to calculate a per-acre Special Tax; Step 4: Multiply the per-acre Special Tax calculated in Step 3 by the Acreage of each Assessor's Parcel on which the clubhouse, pro shop, driving range, parking lot, and other outbuildings are located to calculate the Maximum Special Tax for each of the Parcels; Step 5: Determine the combined Acreage of all Assessor's Parcels of Golf Course Property that were not included in the Acreage calculated in Step 2 above; Step 6: Divide the amount detennined in Step 1 by the Acreage calculated in Step 5 to calculate a per-acre Special Tax; Step 7. Multiply the per-acre Special Tax calculated in Step 6 by the Acreage of each Assessor's Parcel included in the figure determined in Step 5 to calculate the Maximum Special Tax for each of the Parcels. C-8 DOCSOC/1054957v3/22925-0010 (a) The landowner does not withdraw the request for the Land Use/Entitlement Change that was submitted to the Town; or (b) Before approval of the Land Use/Entitlement Change, the landowner requesting the Land Use/Entitlement Change does not prepay a portion of the Special Tax for the CFD in an amount that corresponds to the lost Maximum Special Tax revenue, as determined by applying the steps set forth in Section H below; then, the amount of the prepayment determined in Step 3.b shall be allocated on a per-acre basis and included on the next property tax bill for all Assessor's Parcels within the property affected by the Land Use/Entitlement Change. The amount allocated to each Assessor's Parcel shall be added to and, until paid, shall be a part of, the Maximum Special Tax for the Assessor's Parcel. If multiple Land Use/Entitlement Changes are proposed at one time (which may include approval of multiple Final Maps at one time), the Administrator may consider the combined effect of all the Land Use/Entitlement Changes to detennine if there is a reduction in Expected Maximum Special Tax Revenues that necessitates implementation of Step 3.b. If, based on this comprehensive analysis, the Administrator determines that there is a reduction in Expected Maximum Special Tax Revenue, and all of the Land Use/Entitlement Changes are being proposed by the same land owner, the Administrator shall determine the required prepayment (pursuant to Step 3.b) by analyzing the combined impact of all of the proposed Land Use/Entitlement Changes. Notwithstanding the foregoing, if the Administrator analyzes the combined impacts of multiple Land Use/Entitlement Changes, and the Town subsequently does not approve one or more of the Land Use/Entitlement Changes that was proposed, the Administrator shall once again apply the three steps set forth above to detennine the combined impact of those Land Use/Entitlement Changes that were approved simultaneously by the Town. If, based on the comprehensive analysis, the Administrator determines that there is a reduction in Expected Maximum Special Tax Revenue, and the Land Use/Entitlement Changes are not all being proposed by the same land owner, the Administrator shall consider the proposed Land Use/Entitlement Changes individually to determine the required prepayment from each owner. E. INIETHOD OF LEVY OF THE SPECIAL TAX Each Fiscal Year, the Administrator shall detennine the Special Tax Requirement to be collected in that Fiscal Year, and the Special Tax shall be levied according to the steps outlined below. Step 1: The Special Tax shall be levied Proportionately on each Parcel of Developed Property within the CFD that is Single Family Detached Property, Single Family Attached Property, or a Loft Unit up to 100% of the Maximum Special Tax for each Parcel for such Fiscal Year until the amount levied on such Developed Property is equal to the Special Tax Requirement rip 'or to applying any Capitalized Interest that is available in the CFD accounts. C-10 DOCSOC/1054957v3/22925-0010 G. EXEMPTIONS Notwithstanding any other provision of this Rate and Method of Apportionment of Special Tax, no Special Tax shall be levied on up to 42.2 acres of Public Property, 237.7 acres of Association Property, 2 acres of property on which Lodge Units have been or, based on building permits that have been issued, are expected to be built, 0.67 of an acre of Center for the Arts Property, Fitness Facility Property, and 9 acres of Church Property. A separate amount of public acreage may be exempted each time property annexes into CFD No. 04-1, and such additional exemption shall only apply to property within the annexation area. A Special Tax may be levied on Excess Public Property pursuant to Step 5 of Section E; however, a public agency may prepay or cause the prepayment of the special tax obligation on land conveyed to it that would be classified as Excess Public Property. In addition, no Special Tax shall be levied in any Fiscal Year on Rental Property or Affordable Units. H. PREPAYMENT OF SPECIAL TAX The following definitions apply to this Section H: "Outstanding Bonds" means all Previously Issued Bonds which remain outstanding, with the following exception: if a Special Tax has been levied against, or already paid by, an Assessor's Parcel making a prepayment, and a portion of such Special Tax will be used to pay a portion of the next principal payment on the Bonds that remain outstanding (as detennined by the Administrator), that next principal payment shall be subtracted from the total Bond principal that remains outstanding, and the difference shall be used as the amount of Outstanding Bonds for purposes of this prepayment formula. "Previously Issued Bonds" means all Bonds that have been issued on behalf of the CFD prior to the date of prepayment. "Public Facilities Requirements" means either $24,000,000 in 2004 dollars, which shall increase on January 1, 2005, and on each January 1 thereafter by the percentage increase, if any, in the construction cost index for the San Francisco region for the prior twelve (12) month period as published in the Engineering News Record or other comparable source if the Engineering News Record is discontinued or otherwise not available, or such other number as shall be detennined by the TDPUD to be an appropriate estimate of the net construction proceeds that will be generated from all Bonds that have been or are expected to be issued on behalf of CFD No. 2004-1. The Public Facilities Requirements shown above may be adjusted or a separate Public Facilities Requirements identified each time property annexes into CFD No. 04-1; at no time shall the added Public Facilities Requirement for that annexation area exceed the amount of public improvement costs that are expected to be supportable by the Maximum Special Tax revenues generated within that annexation area. In addition, the Public Facilities Requirement may be adjusted if the total number of Units authorized to be constructed within the CFD is increased by the Town; this adjustment to the Public Facilities Requirement shall not exceed the amount of public improvement costs that are expected to be supportable by the Maximum Special Tax revenues generated by the additional number of Units approved by the Town. C-12 DOCSOC/1 054957v3/22925-001 0 Step 6. Multiply the Bond Redemption Amount computed pursuant to Step 3 by the applicable redemption premium, if any, on the Outstanding Bonds to be redeemed (the "Redemption Premium'j. Step 7. Compute the amount needed to pay interest on the Bond Redemption Amount starting with the first Bond interest payment date after which the prepayment has been received until the earliest redemption date for the Outstanding Bonds, which, depending on the Bond offering document, may be as early as the next interest payment date. Step 8: Compute the amount of interest the TDPUD reasonably expects to derive from reinvestment of the Bond Redemption Amount plus the Redemption Premium from the first Bond interest payment date after which the prepayment has been received until the redemption date for the Outstanding Bonds. Step 9: Take the amount computed pursuant to Step 7 and subtract the amount computed pursuant to Step 8 (the "Defeasance Requirement's. Step 10. Detennine the costs of computing the prepayment amount, the costs of redeeming Bonds, and the costs of recording any notices to evidence the prepayment and the redemption (the "Administrative Fees and Expenses'. Step 11. If and to the extent so provided in the indenture pursuant to which the Outstanding Bonds to be redeemed were issued, a reserve fund credit shall be calculated as a reduction in the applicable reserve fund for the Outstanding Bonds to be redeemed pursuant to the prepayment (the "Reserve Fund Credit'j. Step 12. The Special Tax prepayment is equal to the sum of the amounts computed pursuant to Steps 3, 5, 6, 9, and 10, less the amount computed pursuant to Step 11 (the "Prepayment Amount' . A partial prepayment may be made in an amount equal to any percentage of full prepayment desired by the parry making a partial prepayment. The Maximum Special Tax that can be levied on an Assessor's Parcel after a partial prepayment is made is equal to the Maximum Special Tax that could have been levied prior to the prepayment, reduced by the percentage of a full prepayment that the partial prepayment represents, all as determined by or at the direction of the Administrator. I. INTERPRETATION OF SPECIAL TAX FORMULA The TDPUD reserves the right to make minor administrative and technical changes to this document that do not materially affect the rate and method of apportioning Special Taxes. In addition,the interpretation and application of any section of this document shall be left to the TDPUD's discretion. Interpretations may be made by the TDPUD by ordinance or resolution for purposes of clarifying any vagueness or ambiguity in this Rate and Method of Apportionment of Special Tax. C-14 DOCSOC/1054957v3/22925-0010 ATTACHMENT 2 TRUCKEE DONNER PUBLIC UTILITY DISTRICT COMMUNITY FACILITIES DISTRICT NO.04-1 (GRAY'S CROSSING) IDENTIFICATION OF TAX ZONES C-16 DOCSOC/105495 7v3/22925-0010 Table of Contents Page ARTICLE I DEFINITIONS Section1.1. Definitions .................................................................................................................... I ARTICLE II GENERAL AUTHORIZATION AND BOND TERMS Section 2.1. Amount, Issuance, Purpose and Nature of Bonds....................................................... 12 Section 2.2. Type and Nature of Bonds.......................................................................................... 12 Section 2.3. Equality of Bonds and Pledge of Net Taxes............................................................... 13 Section 2.4. Description of Bonds; Interest Rates.......................................................................... 13 Section 2.5. Place and Form of Payment........................................................................................ 14 Section2.6. Form of Bonds............................................................................................................ 15 Section 2.7. Execution and Authentication..................................................................................... 15 Section2.8. Bond Register............................................................................................................. 15 Section 2.9. Registration of Exchange or Transfer......................................................................... 15 Section 2.10. Mutilated, Lost, Destroyed or Stolen Bonds............................... Section2.11. Validity of Bonds........................................................................................................ 16 Section2.12. Book-Entry System..................................................................................................... 16 ARTICLE III CREATION OF FUNDS AND APPLICATION OF REVENUES AND GROSS TAXES Section 3.1. Creation of Funds;Application of Proceeds..................... 20 .......................................... Section 3.2. Deposits to and Disbursements from Special Tax Fund.............................................21 Section 3.3. Administrative Expense Account of the Special Tax Fund........................................22 Section 3.4. Interest Account and Principal Account of the Special Tax Fund..............................22 Section 3.5. Redemption Account of the Special Tax Fund...........................................................23 Section 3.6. Prepayment Account of the Special Tax Fund. ..........................................................23 Section 3.7. Reserve Account of the Special Tax Fund..................................................................24 Section3.8. Rebate Fund................................................................................................................25 Section3.9. Surplus Fund...............................................................................................................27 Section 3.10. Acquisition and Construction Fund. ...........................................................................28 Section3.11. Investments.................................................................................................................28 ARTICLE IV REDEMPTION OF BONDS Section4.1. Redemption of Bonds. ................................................................................................30 Section 4.2. Selection of Bonds for Redemption............................................................................32 Section 4.3. Notice of Redemption.................................................................................................32 Section 4.4. Partial Redemption of Bonds......................................................................................33 Section 4.5. Effect of Notice and Availability of Redemption Money...........................................33 i DOCSOC/1054957v3/22925-0010 .. Table of Contents (continued) Page Section 10.4. Provisions Constitute Contract...................................................................................47 Section10.5. Future Contracts..........................................................................................................47 Section 10.6. Further Assurances .....................................................................................................47 Section10.7. Severability.................................................................................................................47 Section10.8. Notices........................................................................................................................47 Section 10.9. General Authorization.................................................................................................47 Section 10.10. Execution in Counterparts...........................................................................................48 Signatures ...................................................................................................................................S-1 EXHIBIT A FORM OF SPECIAL TAX BOND ..........................................................................A-I EXHIBIT B FORM OF REQUISITION FOR DISBURSEMENT OF COSTSOF ISSUANCE...........................................................................................B-1 EXHIBIT C RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAXES ..............C-1 111 DOCSOC/1054957v3/22925-0010 r Table of Contents (continued) Page Section 4.6. Purchase of Bonds by District.....................................................................................33 ARTICLE V COVENANTS AND WARRANTY Section5.1. Warranty.....................................................................................................................34 Section5.2. Covenants....................................................................................................................34 Section 5.3. Continuing Disclosure and Reporting Requirements .................................................37 ARTICLE VI AMENDMENTS TO INDENTURE Section 6.1. Supplemental Indentures or Orders Not Requiring Bondowner Consent...................38 Section 6.2. Supplemental Indentures or Orders Requiring Bondowner Consent..........................38 Section 6.3. Notation of Bonds; Delivery of Amended Bonds.......................................................39 ARTICLE VII TRUSTEE Section 7.1. Duties, Immunities and Liabilities of Trustee.............................................................40 � Section 7.2. Removal of Trustee.....................................................................................................40 Section 7.3. Resignation of Trustee................................................................................................41 Section 7.4. Liability of Trustee .....................................................................................................41 Section 7.5. Merger or Consolidation.............................................................................................42 ARTICLE VIII EVENTS OF DEFAULT; REMEDIES Section 8.1. Events of Default........................................................................................................43 Section 8.2. Remedies of Owners...................................................................................................43 ARTICLE IX DEFEASANCE Section9.1. Defeasance..................................................................................................................44 ARTICLE X MISCELLANEOUS Section 10.1. Cancellation of Bonds.................................................................................................45 Section 10.2. Execution of Documents and Proof of Ownership Section 10.3. Unclaimed Moneys.....................................................................................................46 11 DOC SOC/1054957v3/22925-0010 IDENTIFICATION OF TAX ZONES FOR ,UIff air PROPOSED COMMUNITY FACILITIES DISTRICT NO.04-1 AM (GRAY'5 CROSSING) SI TRUCKEE DONNER PUBLIC UTILITY DISTRICT COUNTY OF NEVADA "uy F STATE OF CALIFORNIA 10 t: a 7 9 IRUCKEE f aa qq I Y p t`it 3 VICINT 1 T MAP �� s � i j, V s' • REC REC .p LEGEND: RS-X(Single Family Residential) o V RM((Multi-Fcmily Residential) o CN(Ne ghborhwd Commercial) 0 REC(Recreation) N Os(Open space) N > ZONE:1 v rn ZONE 2 0 R ANNIN6 do WIT i l eC�1EC V *v-, ERn*.7LNC. f 140 LITTON DRIVE.SUITE 2406 GRABS VALLEY.CA 9=40 V) SHEET 1 OF 2 O Q ATTACHMENT 1 a EXPECTED LAND USES AND EXPECTED MAXIMUM SPECIAL TAX REVENUES AT CFD FORMATION Number of Expected Maximum Special Lots/Units/ Tax Total Expected Acres/ Per Unit/ Maximum Building Square Foot, Special Tax Expected Land Uses Square Feet FY 2004-05 * Revenues * TAX ZONE#1 SFD Lots Greater than 22,000 Square Feet 2 $3,300 per SFD Lot $6,600 SFD Lots, 20,001 to 22,000 Square Feet 4 $3,200 per SFD Lot $1200 SFD Lots, 18,001 to 20,000 Square Feet 12 $35100 per SFD Lot $37,200 SFD Lots, 16,001 to 18,000 Square Feet 32 $3,000 per SFD Lot $96,000 SFD Lots, 14,001 to 16,000 Square Feet 46 $2,900 per SFD Lot $133,400 SFD Lots, 12,001 to 14,000 Square Feet 5 $2,800 per SFD Lot $143,000 SFD Lots, 8,000 to 12,000 Square Feet 0 $2,700 per SFD Lot $0 SFD Lots Less than 8,000 Square Feet 61 $1,800 per SFD Lot $109,800 TAX ZONE#2 SFD Lots Greater than 22,000 Square Feet 10 $4,125 per SFD Lot $41,250 SFD Lots, 20,001 to 22,000 Square Feet 7 $4,000 per SFD Lot $28,000 SFD Lots, 18,001 to 20,000 Square Feet 19 $3,875 per SFD Lot $73,625 SFD Lots, 16,001 to 18,000 Square Feet 100 $3,750 per SFD Lot $375,000 SFD Lots, 14,001 to 16,000 Square Feet 118 $3,625 per SFD Lot $427,750 SFD Lots, 12,001 to 14,000 Square Feet 43 $3,500 per SFD Lot $150,500 SFD Lots, 8,000 to 12,000 Square Feet 10 $3,375 per SFD Lot $33,750 SFD Lots Less than 8,000 Square Feet 0 $1,800 per SFD Lot $0 Single Family Attached Units 107 $1,800 per Unit $192,600 Loft Units 21 $1,200 per Unit $255200 Non-Residential Building Square Footage 40,700 $2.50 per square foot $101,750 N/A Golf Course N/A $200,000 Total Expected Maximum Special Tax Revenues $290599225 *Figures are shown in fiscal year 2004-05 dollars and will escalate two percent(2%)per year thereafter. C-15 DOCSOC/1054957v3/22925-0010 "Remaining Facilities Costs" means the Public Facilities Requirements (as defined above), minus public facility costs funded by Outstanding Bonds (as defined above), developer equity, and/or any other source of funding. The Special Tax obligation applicable to an Assessor's Parcel in the CFD may be prepaid and the obligation of the Assessor's Parcel to pay the Special Tax permanently satisfied as described herein, provided that a prepayment may be made only if there are no delinquent Special Taxes with respect to such Assessor's Parcel at the time of prepayment. An owner of an Assessor's Parcel intending to prepay the Special Tax obligation shall provide the TDPUD with written notice of intent to prepay. Within 30 days of receipt of such written notice, the TDPUD or its designee shall notify such owner of the prepayment amount for such Assessor's Parcel. Prepayment must be made not less than 75 days prior to any redemption date for Bonds to be redeemed with the proceeds of such prepaid Special Taxes. The Prepayment Amount shall be calculated as follows: (capitalized terms as defined below): Bond Redemption Amount plus Remaining Facilities Amount plus Redemption Premium plus Defeasance Requirement plus Administrative Fees and Expenses less Reserve Fund Credit equals Prepayment Amount As of the proposed date of prepayment, the Prepayment Amount shall be determined by application of the following steps: Step 1. Compute the total Maximum Special Tax that could be collected from the Assessor's Parcel prepaying the Special Tax in the Fiscal Year in which prepayment would be received by the TDPUD or, in the event of a prepayment pursuant to Step 3.b in Section D, compute the amount by which the Maximum Special Tax revenues would be reduced by the Land Use/Entitlement Change and use the amount of this reduction as the figure for purposes of this Step 1. Step 2. Divide the Maximum Special Tax from Step 1 by the then-current Expected Maximum Special Tax Revenues for the CFD. Step 3. Multiply the quotient computed pursuant to Step 2 by the Outstanding Bonds to compute the amount of Outstanding Bonds to be retired and prepaid (the `Bond Redemption Amount'). Step 4. Compute the current Remaining Facilities Costs (if any). Step 5. Multiply the quotient computed pursuant to Step 2 by the amount determined pursuant to Step 4 to compute the amount of Remaining Facilities Costs to be prepaid (the "Remaining Facilities Aniount'j. C-13 DOCSOC/105495 7v3/22925-0010 Step 2: If additional revenue is needed after Step 1, and after applying Capitalized Interest to the Special Tax Requirement, the Special Tax shall be levied Proportionately on each Parcel of Developed Property within the CFD that is Non-Residential Property up to 100% of the Maximum Special Tax for such Developed Property for such Fiscal Year determined pursuant to Section C. Step 3. If additional revenue is needed after Step 2, the Special Tax shall be levied Proportionately on each Parcel of Developed Property within the CFD that is Golf Course Property up to 100% of the Maximum Special Tax for such Developed Property for such Fiscal Year detennined pursuant to Section C. Step 4: If additional revenue is needed after Step 3, the Special Tax shall be levied Proportionately on each Assessor's Parcel of Undeveloped Property within the CFD, up to 100% of the Maximum Special Tax for Undeveloped Property for such Fiscal Year determined pursuant to Section C. Step S: If additional revenue is needed after Step 4, the Special Tax shall be levied Proportionately on each Parcel of Association Property within the CFD, up to 100% of the Maximum Special Tax for Undeveloped Property for such Fiscal Year detennined pursuant to Section C. Step 6: If additional revenue is needed after Step 5, the Special Tax shall be levied Proportionately on each Assessor's Parcel of Excess Public Property, exclusive of property exempt from the Special Tax pursuant to Section G below, up to 100% of the Maximum Special Tax for Undeveloped Property for such Fiscal Year detennined pursuant to Section C. F. COLLECTION OF SPECIAL TAX The Special Taxes for CFD No. 04-1 shall be collected in the same manner and at the same time as ordinary ad valorem property taxes,provided, however,that prepayments are permitted as set forth in Section H below and provided further that the TDPUD may directly bill the Special Tax, may collect Special Taxes at a different time or in a different manner, and may collect delinquent Special Taxes through foreclosure or other available methods. The Special Tax for Fractional Units may be billed either directly to individual fractional share owners or to a homeowners association, which shall then bill the individual fractional share owners; non-payment of Special Taxes billed by the homeowners association shall result in interest and penalties, and the fractional ownership shall be subject to foreclosure proceedings as set forth in the Bond covenants. The Special Tax shall be levied and collected until principal and interest on Bonds have been repaid, TDPUD's costs of constructing or acquiring authorized facilities from Special Tax proceeds have been paid, and all administrative expenses have been reimbursed. However, in no event shall a Special Tax be levied after Fiscal Year 2043-44. Pursuant to Section 53321 (d) of the Act, the Special Tax levied against a Parcel used for private residential purposes shall under no circumstances increase more than ten percent (10%) as a consequence of delinquency or default by the owner of any other Parcel or Parcels and shall, in no event, exceed the Maximum Special Tax in effect for the Fiscal Year in which the Special Tax is being levied. C-11 DOCSOC/1 054957v3/22925-001 0 The Maximum Special Tax determined for each Assessor's Parcel of Golf Course Property pursuant to the steps set forth above shall be increased on July 1 of the following Fiscal Year, and on each July 1 thereafter,by an amount equal to two percent (2%) of the amount in effect the prior Fiscal Year. If an Assessor's Parcel of Golf Course Property is further subdivided or otherwise reconfigured, the Maximum Special Tax assigned to the Parcel shall be allocated to the new Parcels on an Acreage basis. 6. Undeveloped Property The Maximum Special Tax for Undeveloped Property for Fiscal Year 2004-05 is $17,500 per Acre. On July 1, 2005 and on each July I thereafter, this 31aximuni Special Tax shall be increased by an amount equal to two percent (2%) of the amount in effect for the prior Fiscal Year. D. BACK-UP FORAJULA The Maximum Special Taxes set forth in Section C above were calculated based on the Expected Land Uses at CFD Formation. The Administrator shall review Tentative Map revisions and other changes to the land uses within the CFD and compare the revised land uses to the Expected Land Uses to evaluate the impact on the Expected Maximum Special Tax Revenues. In addition, the Administrator shall review Final Maps to ensure they reflect the number and size of SFD Lots that were anticipated in the Tentative Map. If, prior to the Final Bond Sale, a change to the Expected Land Uses (a "Land Use/Entitlement Change") is proposed that will result in a reduction in the Expected Maximum Special Tax Revenues, no action will be needed pursuant to this Section D as long as the reduction in Expected Maximum Special Tax Revenues does not reduce debt service coverage on outstanding Bonds below the amount committed to in the Bond documents. Upon approval of the Land Use/Entitlement Change, the Administrator shall update Attachment 1 to show the reduced Expected Maximum Special Tax Revenues, and the reduced Expected Maximum Special Tax Revenues shall be the amount used to by the TDPUD to make future decisions with respect to Bonds. If a proposed Land Use/Entitlement Change would reduce the debt service coverage required on outstanding Bonds or if the Land Use/Entitlement Change is proposed after the Final Bond Sale, the following steps shall be applied: Step 1: By reference to Attachment 1 (which will be updated by the Administrator each time a Land Use/Entitlement Change has been processed according to this Section D), the Administrator shall identify the Expected Maximum Special Tax Revenues for CFD No. 04-1; Step 2: The Administrator shall calculate the Maximum Special Tax revenues that could be collected from property in the CFD if the Land Use/Entitlement Change is approved; Step 3: If the amount determined in Step 2 is higher than that calculated in Step 1,the Land Use/Entitlement Change may be approved without further action. If the revenues calculated in Step 2 are less than those calculated in Step 1, and if. C-9 DOCS001054957v3/22925-0010 C. MAXIMUM SPECIAL TAX 1. Single Family Detached Property The Maximum Special Tax for Single Family Detached Property for Fiscal Year 2004-05 is shown in Table 1 below: TABLE 1 TDPUD CFD No.2004-1 Maximum Special Tax for Single Family Detached Property Maximum Special Tax in Maximum Special Tax Tax Zone#1 in Tax Zone#2 Tv e of Property Lot Size Fiscal Year 2004-05 * Fiscal Year 2004-05 Single Family Greater than $3,300 per $4,125 per Detached Property 22,000 square feet SFD Lot SFD Lot Single Family 20,001 to 22,000 $3,200 per $4,000 per Detached Property square feet SFD Lot SFD Lot Single Family 18,001 to 20,000 $3,100 per $3,875 per Detached Property square feet SFD Lot SFD Lot Single Family 1601 to 18,000 $3,000 per $3,750 per Detached Property square feet SFD Lot SFD Lot Single Family 14,001 to 16,000 $2,900 per $3,625 per Detached Property square feet SFD Lot SFD Lot Single Family 12,001 to 14,000 $2,800 per $3,500 per Detached Property square feet SFD Lot SFD Lot Single Family 8,000 to 12,000 $2,700 per $3,375 per Detached Property square feet SFD Lot SFD Lot Single Family Less than $1,800 per $1,800 per Detached Property 8,000 square feet SFD Lot SFD Lot On July 1, 2005 and on each July 1 thereafter, the Maximum Special Taxes shown in Table 1 above shall be increased by an amount equal to two percent (2%) of the amount in effect for the prior Fiscal Year. The square footage of SFD Lots shall be determined by reference to County Assessor's Parcel Maps or, to the extent such Maps do not reflect square footage of the SFD Lots, by reference to the lot size summary provided by the engineering firm that produced the Final Map. 2. Single Family Attached Property The Maximum Special Tax for Single Family Attached Property for Fiscal Year 2004-05 is $1,800 per Unit. On July 1, 2005 and on each July 1 thereafter, this Maximum Special Tax shall be increased by an amount equal to two percent (2%) of the amount in effect for the prior Fiscal Year. C-7 DOCSOC/l 054957v3/22925-0010 "Public Property" means any property within the boundaries of CFD No. 04-1 that is owned by the federal government, the State of California, the County, the Town, the TDPUD, or other public agency. "Rental Property" means, in any Fiscal Year, all Parcels within the CFD for which a building permit was issued for construction of a residential structure with multiple Units that share common walls, all of which are offered or are expected to be offered for rent to the general public and/or employees. Fractional Units and Loft Units within the CFD shall at no time be categorized as Rental Property. Lodging Units shall also be categorized as Rental Property for purposes of this Rate and Method of Apportionment of Special Tax. "SFD Lot" means an individual residential lot, identified and numbered on a recorded Final Map, on which a building pen-nit has been or is pennitted to be issued for construction of a single family detached unit without further subdivision of the lot and for which no further subdivision of the lot is anticipated pursuant to the Tentative Map. "Single Family Attached Property" means, in any Fiscal Year, all Parcels of Developed Property for which a building permit was issued for construction of a residential structure consisting of two or more Units that share common walls and are offered or expected to be offered as for-sale units, including, but not limited to, such residential structures that meet that statutory definition of a condominium contained in Civil Code Section 1351. "Single Family Detached Property" means, in any Fiscal Year, all Parcels of Developed Property for which a building permit was issued or is pennitted to be issued for construction of a Unit that does not share a common wall with another Unit, including detached Fractional Units. "Special Tax" means a Special Tax levied in any Fiscal Year to pay the Special Tax Requirement. "Special Tax Requirement" means the amount necessary in any Fiscal Year to: (i) pay principal and interest on Bonds which is due in the calendar year that begins in such Fiscal Year; (ii) create and/or replenish reserve funds for the Bonds; (iii) cure any delinquencies in the payment of principal or interest on Bonds which have occurred in the prior Fiscal Year or, based on existing delinquencies in the payment of Special Taxes, are expected to occur in the Fiscal Year in which the tax will be collected; (iv) pay Administrative Expenses; and (v)pay the costs of public improvements and public infrastructure authorized to be financed by CFD No. 04-1. The amounts referred to in clauses (i) and (ii) of the preceding sentence may be reduced in any Fiscal Year by: (i) interest earnings on or surplus balances in funds and accounts for the Bonds to the extent that such earnings or balances are available to apply against debt service pursuant to a Bond indenture, Bond resolution, or other legal document that sets forth these tenns; (ii) proceeds received by CFD No. 04-1 from the collection of penalties associated with delinquent Special Taxes; and (iii) any other revenues available to pay debt service on the Bonds as detennined by the Administrator. "Taxable Property" means all of the Assessor's Parcels within the boundaries of CFD No. 04-1 which are not exempt from the Special Tax pursuant to law or Section G below. "Tax Zone" means one of the two mutually exclusive geographic areas defined below and identified in Attachment 2 of this Rate and Method of Apportionment of Special Tax, and any subsequent Tax Zones created to contain property annexed into the CFD after CFD Formation. C-5 DOCSOC/1 0549570/22925-0010 • for Single Family Attached Property, all parcels for which a building permit for new construction of a residential structure was issued prior to May 1 of the preceding Fiscal Year • for Golf Course Property, all Parcels that make up the Golf Course Property if the certificate of occupancy for the proshop or clubhouse associated with the golf course was issued at least twenty-four (24) months in advance of May 1 of the preceding Fiscal Year • for Non-Residential Property, all parcels for which a building permit for new construction of a non-residential structure (which may include Loft Units) was issued prior to May 1 of the preceding Fiscal Year "Development Agreement" means the Development Agreement executed between the Town and Gray's Crossing LLC on March 25, 2004. "Excess Public Property" means the acres of Public Property that exceed the acreage exempted in Section G below. In any Fiscal Year in which a Special Tax must be levied on Excess Public Property pursuant to Step 5 in Section E below, Excess Public Property shall be those Assessor's Parcel(s) that most recently became Public Property based on the dates on which Final Maps recorded creating such Public Property or, if an Assessor's Parcel became Public Property other than through a Final Map, as determined by the Administrator. "Expected Affordable Units"means a total of 36 Units within CFD No. 04-1 that are expected to be Affordable Units. If, in any Fiscal Year, the Administrator identifies a total number of Affordable Units within CFD No. 04-1 that exceeds 36 Units, only the first 36 Units for which building permits were issued shall remain exempt from the Special Tax pursuant to Section G below. Affordable Units for which permits are issued after building pen-nits for the 36 Expected Affordable Units have been issued shall be taxed as follows: (i) based on the size of the lot if the Unit is Single Family Detached Property, as Single Family Attached Property if the Unit meets the definition set forth for such property below, or(iii) as a Loft Unit if the Unit is located above a retail establishment. "Expected Land Uses" means the total number of Units and size of SFD Lots expected to be constructed within the CFD as detennined from time to time by the Administrator after applying the steps in Section D below. At CFD Formation, the Expected Land Uses were those expected to be reflected in the Tentative Map. The Expected Land Uses at CFD Formation are summarized in Attachment 1 hereto; the Administrator shall update Attachments 1 and 2 each time a change occurs to the land use plans for property in the CFD. "Expected Maximum Special Tax Revenues" means the amount of annual revenue that would be available if the Maximum Special Tax was levied on the Expected Land Uses. The Expected Maximum Special Tax Revenues as of CFD Fonmation are shown in Attachment 1 of this Rate and Method of Apportionment of Special Tax. "Final Bond Sale" means the last series of Bonds that will be issued on behalf of CFD No. 04-1 (excluding any Bond refundings), as detennined in the sole discretion of the TDPUD. C-3 DOCSOC/1 054957v3/22925-0010 EXHIBIT C RATE AND METHOD OF APPORTION'AIENT OF SPECIAL TAXES A Special Tax applicable to each Assessor's Parcel in the Truckee Donner Public Utility District Community Facilities District No. 04-1 (Gray's Crossing) [herein "CFD No. 04-1"] shall be levied and collected according to the tax liability deiern7ined by the Board of Directors or its designee, through the application of the appropriate amount or rate for Taxable Property, as described below. All of the property in CFD No. 04-1, unless exempted by law or by the provisions of Section G below, shall be taxed for the purposes, to the extent, and in the manner herein provided, including property subsequently annexed to the CFD unless a separate Rate and Method of Apportionment is adopted for the annexation area. A. DEFINITIONS The tenns hereinafter set forth have the following meanings: "Acre" or "Acreage" means the land area of an Assessor's Parcel as shown on an Assessor's Parcel Map, or if the land area is not shown on an Assessor's Parcel Map, the land area shown on the applicable Final Map or other parcel map recorded with the County. "Act" means the Mello-Roos Community Facilities Act of 1982, as amended, being Chapter 2.5, (commencing with Section 53311), Division 2 of Title 5 of the California Government Code. "Administrative Expenses" means any or all of the following: the fees and expenses of any fiscal agent or trustee (including any fees or expenses of its counsel) employed in connection with any Bonds, and the expenses of the TDPUD carrying out its duties with respect to CFD No. 04-1 and the Bonds, including, but not limited to, levying and collecting the Special Tax, the fees and expenses of legal counsel, charges levied by the County Auditor's Office, Tax Collector's Office, and/or Treasurer's Office, costs related to annexing property into the CFD, costs related to property owner inquiries regarding the Special Tax, amounts needed to pay rebate to the federal government with respect to the Bonds, costs associated with complying with any continuing disclosure requirements for the Bonds and the Special Tax, and all other costs and expenses of the TDPUD in any way related to the establishment or administration of the CFD. "Administrator" means the person or firm designated by the TDPUD to administer the Special Tax according to this Rate and Method of Apportionment of Special Tax. "Affordable Unit"means any Unit within CFD No. 04-1 which is subject to (i) a deed-restricted cap limiting the appreciation that can be realized by the owner of the Unit for thirty (30) years, or (ii) another such deed restriction that replaces the 30-year appreciation cap in future years. In the Fiscal Year after the Fiscal Year in which the deed-restriction on an Affordable Unit expires, such Unit shall be taxed as Single Family Detached Property or Single Family Attached Property, as applicable. - C-1 DOCSOC/l 054957v3/22925-0010 [FORM OF LEGAL OPINION] The following is a true copy of the opinion rendered by Stradling Yocca Carlson &Rauth,a Professional Corporation, in connection with the issuance of, and dated as of the date of the original delivery of,the Bonds. A signed copy is on file in my office. District Clerk of the Truckee Donner Public Utility District [FORM OF ASSIGNMENT] For value received the undersigned do(es) hereby sell, assign and transfer unto (typewrite name, address and social security or federal tax identification number) the within-registered Bond and hereby irrevocably constitute(s) and appoint(s) attorney, to transfer the same on the Bond Register of the Trustee with full power of substitution in the premises. Dated: Signature Guaranteed: Note: Signature(s)must be guaranteed by an eligible guarantor institution. Note: The signature(s) on this assignment must correspond with the name(s) as written on the face of the within-registered Bond in every particular, without alteration or enlargement or any change whatsoever. A-6 DOCSOC/1054957v3/22925-0010 OBLIGATIONS OF THE DISTRICT PAYABLE FROM THE PORTION OF THE SPECIAL TAXES AND OTHER AMOUNTS PLEDGED UNDER THE INDENTURE BUT ARE NOT A DEBT OF THE TRUCKEE DONNER PUBLIC UTILITY DISTRICT, THE STATE OF CALIFORNIA OR ANY OF ITS POLITICAL SUBDIVISIONS WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY LIMITATION OR RESTRICTION. This Bond shall not become valid or obligatory for any purpose until the certificate of authentication and registration hereon endorsed shall have been dated and signed by the Trustee. IT IS HEREBY CERTIFIED, RECITED AND DECLARED that all acts, conditions and things required by law to exist, happen and be performed precedent to and in the issuance of this Bond do exist,have happened and have been perfonmed in due time, form and manner as required by law, and that the amount of this Bond,together with all other indebtedness of the District, does not exceed any debt limit prescribed by the laws or Constitution of the State of California. A-4 DOCSOC/1054957v3/22925-0010 This Bond is one of a duly authorized issue of"Truckee Donner Public Utility District Community Facilities District No. 04-1 (Gray's Crossing) Special Tax Bonds, Series 2004" (the "Bonds") issued in the aggregate principal amount of$ pursuant to the Mello-Roos Community Facilities Act of 1982, as amended, being Sections 53311 et seq.,of the California Govenunent Code (the"Act"). The issuance of the Bonds and the teens and conditions thereof are provided for by a resolution adopted by the Board of Directors of the Truckee Donner Public Utility District, acting in its capacity as the legislative body of the District on August 18, 2004 and a Trust Indenture dated as of September 1, 2004,by and between the District and the Trustee (the "Indenture"), and this reference incorporates the Indenture herein, and by acceptance hereof the Registered Owner of this Bond assents to said teens and conditions. The Indenture is adopted under and this Bond is issued under, and both are to be construed in accordance with,the laws of the State of California. Pursuant to the Act and the Indenture, the principal of,premium, if any, and interest on this Bond are payable solely from the annual special taxes authorized under the Act to be levied and collected within the District and certain other amounts pledged to the repayment of the Bonds as set forth in the Indenture. The District has covenanted for the benefit of the owners of the Bonds that under certain circumstances described in the Indenture it will commence and diligently pursue to completion appropriate foreclosure proceedings in the event of delinquencies of Special Tax installments levied for payment of principal and interest on the Bonds. Subject to the further limitations set forth in the Indenture,the Bonds may be redeemed, at The option of the District from any source of funds on any Interest Payment Date, in whole, or in part in the order of maturity selected by the District and by lot within a maturity, at the following - - redemption prices, expressed as a percentage of the principal amount thereof,together with accrued interest to the date of redemption: Redemption Dates Redemption Prices through % through through and thereafter In addition, the Tenn Bonds maturing on September 1, , September 1, and September 1, 2035 are subject to mandatory sinking fund redemption prior to maturity commencing on September 1, , September 1, and September 1, , respectively, in part,by lot, from Sinking Fund Payments (as defined in the Indenture) at a redemption price equal to the principal amount thereof,plus accrued interest to the date of redemption, without premium,to the extent, in the manner and subject to the terms of the Indenture. In the event of a partial redemption of Tenn Bonds, other than as a result of Sinking Fund Payments, each of the remaining Sinking Fund Payments for the Tenn Bonds that were partially redeemed will be reduced, as nearly as practicable, on a pro rata basis. A-2 DOC SOC/1054957v3/22925-0010 IN WITNESS WHEREOF,the parties have executed and attested this Trust Indenture by their officers duly authorized as of the date and year first written above. TRUCKEE DONNER PUBLIC UTILITY DISTRICT COMMUNITY FACILITIES DISTRICT NO. 04-1 (GRAY'S CROSSING) By: President of the Board of Directors of the Truckee Donner Public Utility District, acting as the legislative body of the Truckee Donner Public Utility District Community Facilities District No. 04-1 (Gray's Crossing) ATTEST: District Clerk of the Truckee Donner Public Utility District BNY WESTERN TRUST COMPANY, as Trustee By: Its: Authorized Officer S-1 DOCSOC/l 054957v3/22925-0010 date shall not be less than 30 days after the date of the mailing of such notice,the balance of such money then unclaimed will be returned to the District. Section 10.4. Provisions Constitute Contract. The provisions of this Indenture shall constitute a contract between the District and the Bondowners and the provisions hereof shall be construed in accordance with the laws of the State of California. In case any suit, action or proceeding to enforce any right or exercise any remedy shall be brought or taken and, should said suit, action or proceeding be abandoned, or be determined adversely to the Bondowners or the Trustee,then the District, the Trustee and the Bondowners shall be restored to their fonmer positions, rights and remedies as if such suit, action or proceeding had not been brought or taken. After the issuance and delivery of the Bonds this Indenture shall be irrepealable,but shall be subject to modifications to the extent and in the manner provided in this Indenture,but to no greater extent and in no other manner. Section 10.5. Future Contracts. Nothing herein contained shall be deemed to restrict or prohibit the District from snaking contracts or creating bonded or other indebtedness payable from a pledge of the Gross Taxes which is subordinate to the pledge hereunder, or which is payable from the general fund of the District or from taxes or any source other than the Gross Taxes and other amounts pledged hereunder. Section 10.6. Further Assurances. The District will adopt, make, execute and deliver any and all such further resolutions, instruments and assurances as may be reasonably necessary or proper to cant' out the intention or to facilitate the perfonnance of this Indenture, and for the better assuring and confirming unto the Owners of the Bonds the rights and benefits provided in this Indenture. Section 10.7. Severability. If any covenant, agreement or provision, or any portion thereof, contained in this Indenture, or the application thereof to any person or circumstance, is held to be unconstitutional, invalid or unenforceable,the remainder of this Indenture and the application of any such covenant, agreement or provision, or portion thereof,to other persons or circumstances, shall be deemed severable and shall not be affected thereby, and this Indenture, the Bonds issued pursuant hereto shall remain valid and the Bondowners shall retain all valid rights and benefits accorded to them under the laws of the State of California. Section 10.8. Notices. Any notices required to be given to the District with respect to the Bonds or this Indenture shall be mailed, first class,postage prepaid, or personally delivered to the General Manager, 11570 Donner Pass Road, Truckee, California 96160, and all notices to the Trustee in its capacity as Trustee shall be mailed, first class,postage prepaid, or personally delivered to the Trustee, BNY Western Trust Company, 700 South Flower Street, Suite 500, Los Angeles, California 90017,Attention: Corporate Trust Department. Section 10.9. General Authorization. The President of the Board of Directors,the District Clerk and the General Manager are hereby respectively authorized to do and perform from time to time any and all acts and things consistent with this Trust Indenture necessary or appropriate to carry the same into effect. 47 DOC SOC/105495 7v3/2292 5-0010 (c) by depositing with the Trustee or another escrow bank appointed by the District, in trust, noncallable Federal Securities, in such amount as will be sufficient, together with the interest to accrue thereon and moneys then on deposit in the Special Tax Fund (exclusive of the Administrative Expense Account) and available for such purpose,together with the interest to accrue thereon, to pay and discharge the principal of,premium, if any, and interest on such Bond, as and when the same shall become due and payable; then, at the election of the District, and notwithstanding that any Outstanding Bonds shall not have been surrendered for payment, all obligations of the District under this Indenture and any Supplemental Indenture with respect to such Bond shall cease and terminate, except for the obligation of the Trustee to pay or cause to be paid to the Owner of any such Bond not so surrendered and paid, all sums due thereon and except for the covenants of the District contained in Section 5.2(f) or any covenants in a Supplemental Indenture relating to compliance with the Code. Notice of such election shall be filed with the Trustee not less than ten days prior to the proposed defeasance date, or such shorter period of time as may be acceptable to the Trustee. In connection with a defeasance under(b) or(c) above,there shall be provided to the District a verification report from an independent nationally recognized certified public accountant stating its opinion as to the sufficiency of the moneys or securities deposited with the Trustee or the escrow bank to pay and discharge the principal of,premium, if any, and interest on all Outstanding Bonds to be defeased in accordance with this Section, as and when the same shall become due and payable, and an opinion of Bond Counsel (which may rely upon the opinion of the certified public accountant)to the effect that the Bonds being defeased have been legally defeased in accordance with this Indenture and any applicable Supplemental Indenture. If a forward supply contract is employed in connection with an advance refunding to be effected under(c) above, (i) such verification report shall expressly state that the adequacy of the amounts deposited with the bank under(c) above to accomplish the refunding relies solely on the initial escrowed investments and the maturing principal thereof and interest income thereon and does not assume perfonnance under or compliance with the forward supply contract, and (ii) the applicable escrow agreement executed to effect an advance refunding in accordance with (c) above shall provide that, in the event of any discrepancy or difference between the terms of the forward supply contract and the escrow agreement,the terms of the escrow agreement shall be controlling. Upon a defeasance, the Trustee,upon request of the District, shall release the rights of the Owners of such Bonds and execute and deliver to the District all such instruments as may be desirable to evidence such release, discharge and satisfaction. In the case of a defeasance hereunder of all Outstanding Bonds,the Trustee shall pay over or deliver to the District any funds held by the Trustee at the time of a defeasance, which are not required for the purpose of paying and discharging the principal of or interest on the Bonds when due. The Trustee shall, at the written direction of the District, mail, first class, postage prepaid, a notice to the Bondowners whose Bonds have been defeased, in the form directed by the District, stating that the defeasance has occurred. ARTICLE X MISCELLANEOUS Section 10.1. Cancellation of Bonds. All Bonds surrendered to the Trustee for payment upon maturity or for redemption shall be upon payment therefor, and any Bond purchased by the District as authorized herein and delivered to the Trustee for such purpose shall be, cancelled 45 DOCSOC/1054957v3/22925-0010 ARTICLE VIII EVENTS OF DEFAULT; REMEDIES Section 8.1. Events of Default. Any one or more of the following events shall constitute an"event of default": (a) Default in the due and punctual payment of the principal of or redemption premium, if any, on any Bond when and as the same shall become due and payable, whether at maturity as therein expressed,by declaration or otherwise; (b) Default in the due and punctual payment of the interest on any Bond when and as the same shall become due and payable; or (c) Except as described in (a) or(b), default shall be made by the District in the observance of any of the agreements, conditions or covenants on its part contained in this Indenture, the Bonds, and such default shall have continued for a period of 30 days after the District shall have been given notice in writing of such default by the Owners of 25% in aggregate principal amount of the Outstanding Bonds. The District agrees to give notice to the Trustee immediately upon the occurrence of an event of default under(a) or(b) above and within 30 days of the District's knowledge of an event of default under(c)above. Section 8.2. Remedies of Owners. Following the occurrence of an event of default, any Owner shall have the right for the equal benefit and protection of all Owners similarly situated: (a) By mandamus or other suit or proceeding at law or in equity to enforce his rights against the District and any of the members, officers and employees of the District, and to compel the District or any such members, officers or employees to perform and carry out their duties under the Act and their agreements with the Owners as provided in this Indenture; (b) By suit in equity to enjoin any actions or things which are unlawful or violate the rights of the Owners; or (c) By a suit in equity to require the District and its members, officers and employees to account as the trustee of an express trust. Nothing in this Article or in any other provision of this Indenture, the Bonds shall affect or impair the obligation of the District, which is absolute and unconditional, to pay the interest on and principal of the Bonds to the respective Owners thereof at the respective dates of maturity, as herein provided, out of the Net Taxes and other amounts pledged for such payment, or affect or impair the right of action, which is also absolute and unconditional, of such Owners to institute suit to enforce such payment by virtue of the contract embodied in the Bonds and in this Indenture. A waiver of any default or breach of duty or contract by any Owner shall not affect any subsequent default or breach of duty or contract, or impair any rights or remedies on any such subsequent default or breach. No delay or omission by any Owner to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver of any such default or an acquiescence therein, and every power and remedy conferred upon the Owners 43 DOCSOC/1054957v3/22925-0010 w++eaw a.wa_x»..+w. wr«..u.._n,._,y.u:.,r»..m ..,..... ...._. ,.....i..a.w...........:...r:...c...a....»...,,.+„arw........ ., ....,.... ..awn..w.:.:.« _..:.+»_...n...,-=wazwa.w.......us»:.ww».u..:......+.ro..»...mm,:»..u..,..»..+v.,w .__. and subject to supervision or examination by federal or state authority. Any removal shall become effective only upon acceptance of appointment by the successor Trustee. If any bank or trust company appointed as a successor publishes a report of condition at least annually,pursuant to law or to the requirements of any supervising or examining authority above referred to,then for the purposes of this Section the combined capital and surplus of such bank or trust company shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. Any removal of the Trustee and appointment of a successor Trustee shall become effective only upon acceptance of appointment by the successor Trustee and notice being sent by the successor Trustee to the Bondowners of the successor Trustee's identity and address. Section 7.3. Resignation of Trustee. The Trustee may at any time resign by giving written notice to the District and by giving to the Owners notice of such resignation, which notice shall be mailed to the Owners at their addresses appearing in the registration books in the office of the Trustee. Upon receiving such notice of resignation,the District shall promptly appoint a successor Trustee satisfying the criteria in Section 7.2 above by an instrument in writing. In the event a successor trustee shall not have been designated within 30 Business Days,the Trustee shall have the right to petition any court for an order appointing a replacement Trustee. Any resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon acceptance of appointment by the successor Trustee. Section 7.4. Liability of Trustee. The recitals of fact and all promises, covenants and agreements contained herein and in the Bonds shall be taken as statements,promises, covenants and agreements of the District, and the Trustee assumes no responsibility and shall have no liability for the correctness of the same and makes no representations as to the validity or sufficiency of this Indenture, the Bonds, and shall incur no responsibility and have no liability in respect thereof, other than in connection with its express duties or obligations specifically set forth herein, in the Bonds or in the certificate of authentication of the Trustee. The Trustee shall be under no responsibility or duty and shall have no responsibility with respect to the issuance of the Bonds for value. The Trustee shall not be liable in connection with the perfonnance of its duties hereunder, except for its own negligence or willful misconduct. The Trustee shall be protected in acting upon any notice, resolution, request, consent, order, certificate, report, facsimile transmission, electronic mail, Bond, certificate of an Independent Financial Consultant or the Special Tax Administrator or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Trustee may consult with counsel, who may be counsel to the District, with regard to legal questions, and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered hereunder in good faith and in accordance therewith. The Trustee shall not be bound to recognize any person as the Owner of a Bond unless and until such Bond is submitted for inspection, if required, and his title thereto satisfactorily established, if disputed. Whenever in the administration of its duties under this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action hereunder, such matter(unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of bad faith on the part of the Trustee,be deemed to be conclusively proved and established by a written certificate of the District, and such certificate shall be full warrant to the Trustee for any action taken or suffered under the provisions of this Indenture upon the faith thereof, 41 DOC SOC/1054957v3/22925-0010 If at any time the District shall desire to adopt a Supplemental Indenture,which pursuant to the terns of this Section shall require the consent of the Bondowners, the District shall so notify the Trustee and shall deliver to the Trustee a copy of the proposed Supplemental Indenture. The Trustee shall, at the expense of the District, cause notice of the proposed Supplemental Indenture to be mailed,by first class mail,postage prepaid,to all Bondowners at their addresses as they appear in the Bond Register. Such notice shall briefly set forth the nature of the proposed Supplemental Indenture and shall state that a copy thereof is on file at the office of the Trustee for inspection by all Bondowners. The failure of any Bondowners to receive such notice shall not affect the validity of such Supplemental Indenture when consented to and approved by the Owners of not less than a majority in aggregate principal amount of the Bonds Outstanding as required by this Section. Whenever at any time within one year after the date of the first mailing of such notice,the Trustee shall receive an instrument or instruments purporting to be executed by the Owners of a majority in aggregate principal amount of the Bonds Outstanding, which instrument or instruments shall refer to the proposed Supplemental Indenture described in such notice, and shall specifically consent to and approve the adoption thereof by the District substantially in the form of the copy referred to in such notice as on file with the Trustee, such proposed Supplemental Indenture,when duly adopted by the District, shall thereafter become a part of the proceedings for the issuance of the Bonds. In determining whether the Owners of a majority of the aggregate principal amount of the Bonds have consented to the adoption of any Supplemental Indenture, Bonds which are owned by the District or by any person directly or indirectly controlling or controlled by or under the direct or indirect common control with the District shall be disregarded and shall be treated as though they were not Outstanding for the purpose of any such determination. Upon the adoption of any Supplemental Indenture and the receipt of consent to any such Supplemental Indenture from the Owners of not less than a majority in aggregate principal amount of the Outstanding Bonds in instances where such consent is required pursuant to the provisions of this Section,this Indenture shall be, and shall be deemed to be, modified and amended in accordance therewith, and the respective rights, duties and obligations under this Indenture of the District and all Owners of Outstanding Bonds shall thereafter be determined, exercised and enforced hereunder, subject in all respects to such modifications and amendments. Section 6.3. Notation of Bonds; Delivery of Amended Bonds. After the effective date of any action taken as hereinabove provided, the District may determine that the Bonds may bear a notation,by endorsement in form approved by the District, as to such action, and in that case upon demand of the Owner of any Outstanding Bond at such effective date and presentation of his Bond for the purpose at the office of the Trustee or at such additional offices as the Trustee may select and designate for that purpose, a suitable notation as to such action shall be made on such Bonds. If the District shall so determine, new Bonds so modified as, in the opinion of the District, shall be necessary to conform to such action shall be prepared and executed, and in that case upon demand of the Owner of any Outstanding Bond at such effective date such new Bonds shall be exchanged at the office of the Trustee or at such additional offices as the Trustee may select and designate for that purpose, without cost to each Owner of Outstanding Bonds, upon surrender of such Outstanding Bonds. 39 DOCSOC/l 054957v3/22925-0010 that doing so will not impair the exclusion from gross income for federal income tax purposes of �- interest on the Bonds. (g) Reduction of Maximum Special Taxes. The District hereby finds and determines that, historically, delinquencies in the payment of special taxes authorized pursuant to the Act in community facilities districts in California have from time to time been at levels requiring the levy of special taxes at the maximum authorized rates in order to make timely payment of principal of and interest on the outstanding indebtedness of such convnunity facilities districts. For this reason, the District hereby determines that a reduction in the Maximum Special Tax (as defined in the RMA) authorized to be levied on parcels in the District below the levels provided in this Section 5.2(g) would interfere with the timely retirement of the Bonds. The District detenmines it to be necessary in order to preserve the security for the Bonds to covenant, and, to the maximum extent that the law permits it to do so,the District hereby does covenant,that it will take no action that would discontinue or cause the discontinuance of the Special Tax levy or the District's authority to levy the Special Tax, including the initiation of proceedings to reduce the Maximum Special Tax rates for the District, unless, in connection therewith, (i)the District receives a certificate or certificates from the Special Tax Administrator and/or one or more Independent Financial Consultants which, when taken together, certify that, on the basis of the parcels of land and improvements existing in the District as of the July 1 preceding the reduction,the maximum amount of the Special Tax which may be levied on then existing Developed Property (as defined in the RMA) in each Bond Year will equal at least 110% of the sum of the estimated Administrative Expenses and Annual Debt Service in that Bond Year on all Bonds to remain Outstanding after the reduction is approved, (ii)the District finds that any reduction made under such conditions will not adversely affect the interests of the Owners of the Bonds and (iii) the District receives both (A) a certificate of the Developer specifying the development activity that the Developer expects will take place within the District in each Fiscal Year until all such development is complete, which specification shall be sufficiently detailed to permit the preparation of the certificate required pursuant to (B) hereof, and (B) a certificate or certificates from the Special Tax Administrator and/or one or more Independent Financial Consultants which, when taken together, in the detennination of the District, certify that(1) on the basis of the parcels of land and improvements existing in the District as of the July 1 preceding the proposed reduction and (2) on the basis of the future development activity described in the certificate of the Developer described in (A) hereof, the maximum amount of the Special Tax which may be levied each Fiscal Year on all property within the District that is subject to the levy of the Special Taxes will equal at least 110% of the sum of the estimated Administrative Expenses and Annual Debt Service in each applicable Bond Year on all Bonds subsequent to the proposed reduction. For purposes of estimating Administrative Expenses for the foregoing calculations,the Independent Financial Consultant or the Special Tax Administrator shall compute the Administrative Expenses for the current Fiscal Year and escalate that amount by two percent (2%) in each subsequent Fiscal Year. (h) Covenant to Defend. The District covenants that in the event that any initiative is adopted by the qualified electors in the District which purports to reduce the Maximum Special Tax below the levels specified in Section 5.2(g) above or to limit the power of the District to levy the Special Taxes for the purposes set forth in Section 5.2(b) above, it will commence and pursue legal action in order to preserve its ability to comply with such covenants. Section 5.3. Continuing Disclosure and Reporting Requirements. The District . covenants to comply with the terns of the Continuing Disclosure Agreement executed by it on the Delivery Date with respect to compliance with Rule 15c2-12,provided the failure of the District to 37 DOCSOC/1054957v3/22925-0010 security having a lien or charge upon the Net Taxes superior to or on a parity with the Bonds. Nothing herein shall prevent the District from issuing or incurring indebtedness which is payable from a pledge of Net Taxes which is subordinate in all respects to the pledge of Net Taxes to repay the Bonds. (b) Lew of Special Tax. Beginning in Fiscal Year 2005-2006 and in each Fiscal Year thereafter so long as any Bonds issued under this Indenture are Outstanding,the legislative body of the District covenants to levy the Special Tax in an amount sufficient, together with other amounts on deposit in the Special Tax Fund, to pay (1) the principal (including Sinking Fund Payments) of and interest on the Bonds when due, (2)to the extent permitted by lave, the Administrative Expenses, and (3) any amounts required to replenish the Reserve Account of the Special Tax Fund to the Reserve Requirement. (c) Commence Foreclosure Proceedings. The District covenants for the benefit of the Owners of the Bonds that it (i) will conunence judicial foreclosure proceedings against all parcels owned by a property owner where the aggregate delinquent Special Taxes on such parcels is greater than $7,500 by the October 1 following the close of each Fiscal Year in which such Special Taxes were due and (ii)will convnence judicial foreclosure proceedings against all parcels with delinquent Special Taxes by the October 1 following the close of each Fiscal Year in which it receives Special Taxes in an amount.which is less than 95% of the total Special Tax levied for such Fiscal Year, and (iii)will diligently pursue such foreclosure proceedings until the delinquent Special Taxes are paid; provided that, notwithstanding the foregoing, the District may elect to defer foreclosure proceedings on any parcel which is owned by a delinquent property owner whose property is not, in the aggregate, delinquent in the payment of Special Taxes for a period of three years or more or in an amount in excess of$12,000 so long as (1)the amount in the Reserve Account of the Special Tax Fund is at least equal to the Reserve Requirement, and (2)the District is not in default in the payment of the principal of or interest on the Bonds. The District may, but shall not be obligated to, advance funds from any source of legally available funds in order to maintain the Reserve Account of the Special Tax Fund at the Reserve Requirement or to avoid a default in payment on the Bonds. The District covenants that it will deposit the proceeds of any foreclosure which constitute Net Taxes in the Special Tax Fund. The District will not, in collecting the Special Taxes or in processing any such judicial foreclosure proceedings, exercise any authority which it has pursuant to Sections 53340, 53344.1, 53344.2, 53356.1 and 53356.5 of the California Government Code in any manner which would materially and adversely affect the interests of the Bondowners and, in particular, will not permit the tender of Bonds in full or partial payment of any Special Taxes except upon receipt of a certificate or certificates from the Special Tax Administrator and/or one or more Independent Financial Consultants that to accept such tender will not result in a reduction in the maximum Special Taxes that may be levied on the taxable property within the District in any Fiscal Year to an amount less than the sum of 110% of Annual Debt Service in the Bond Year ending on the September 1 following the end of such Fiscal Year plus the estimated Administrative Expenses for such Bond Year. (d) Payment of Claims. The District will pay and discharge any and all lawful claims for labor,materials or supplies which, if unpaid, might become a lien or charge upon the Special Taxes or other funds in the Special Tax Fund (other than the Administrative Expense Account therein), or which might impair the security of the Bonds then Outstanding; provided that nothing herein 35 DOCS001054957v3/22925-0010 0 redemption has been given as herein provided shall be conclusive as against all parties and the Owner shall not be entitled to show that he or she failed to receive notice of such redemption. In addition to the foregoing notice, further notice shall be given by the Trustee as set out below,but no defect in said further notice nor any failure to give all or any portion of such further notice shall in any manner defeat the effectiveness of a call for redemption if notice thereof is given as above prescribed. Each further notice of redemption shall be sent by the Trustee by registered or certified mail, overnight delivery service or facsimile transmission or by other acceptable means to any registered securities depositories then in the business of holding substantial amounts of obligations of types comprising the Bonds and any national information services as shall be specified by the Trustee that disseminate notice of redemption of obligations such as the Bonds. Upon the payment of the redemption price of any Bonds being redeemed, each check or other transfer of funds issued for such purpose shall to the extent practicable bear the CUSIP number identifying,by issue and maturity,the Bonds being redeemed with the proceeds of such check or other transfer. Section 4.4. Partial Redemption of Bonds. Upon surrender of any Bond to be redeemed in part only, the District shall execute and the Trustee shall authenticate and deliver to the Bondowner, at the expense of the District, a new Bond or Bonds of authorized denominations equal in aggregate principal amount to the unredeemed portion of the Bonds surrendered, with the same interest rate and the same maturity. Section 4.5. Effect of Notice and Availability of Redemption Money. Notice of redemption having been duly given, as provided in Section 4.3 hereof, and the amount necessary for the redemption having been made available for that purpose and being available therefor on the date fixed for such redemption: (a) The Bonds, or portions thereof, designated for redemption shall, on the date fixed for redemption, become due and payable at the redemption price thereof as provided in this Indenture, anything in this Indenture or in the Bonds to the contrary notwithstanding; (b) Upon presentation and surrender thereof at the office of the Trustee,the redemption price of such Bonds shall be paid to the Owners thereof; (c) As of the redemption date the Bonds or portions thereof so designated for redemption shall be deemed to be no longer Outstanding and such Bonds or portions thereof shall cease to bear further interest; and (d) As of the date fixed for redemption no Owner of any of the Bonds or portions thereof so designated for redemption shall be entitled to any of the benefits of this Indenture or any Supplemental Indenture, or to any other rights, except with respect to payment of the redemption price and interest accrued to the redemption date from the amounts so made available. Section 4.6. Purchase of Bonds by District. In lieu, or partially in lieu, of optional, mandatory or mandatory sinking fund redemption,the District may elect,prior to the selection of Bonds for redemption by the Trustee,to instruct the Trustee to purchase Bonds at public or private 33 DOCSOC/l 054957v3/22925-0010 The 2004 Tenn Bonds maturing on September 1, shall be called before maturity and redeemed, from the Sinking Fund Payments that have been deposited into the Principal Account, on September 1, , and on each September 1 thereafter prior to maturity, in accordance with the schedule of Sinking Fund Payments set forth below. The Bonds so called for redemption shall be selected by the Trustee by lot and shall be redeemed at a redemption price for each redeemed Bond equal to the principal amount thereof,plus accrued interest to the redemption date, without premium, as follows: Redemption Date (September 1) Principal Amount (maturity) The 2004 Tenn Bonds maturing on September 1, 2035 shall be called before maturity and redeemed, from the Sinking Fund Payments that have been deposited into the Principal Account,on September 1, , and on each September 1 thereafter prior to maturity, in accordance with the schedule of Sinking Fund Payments set forth below. The Bonds so called for redemption shall be selected by the Trustee by lot and shall be redeemed at a redemption price for each redeemed Bond equal to the principal amount thereof,plus accrued interest to the redemption date, without premium, as follows: Redemption Date (September 1) Principal Amount 2035 (maturity) If during the Fiscal Year immediately preceding one of the redemption dates specified in(b) above the District purchases 2004 Tenn Bonds, at least 45 days prior to the applicable redemption date the District shall deliver to the Trustee a Certificate of an Authorized Representative specifying the principal amount purchased and the principal amount of 2004 Bonds so purchased shall be credited at the time of purchase, to the extent of the full principal amount thereof,to reduce such upcoming Sinking Fund Payment for such Tenn Bonds. All Bonds purchased pursuant to this subsection shall be cancelled pursuant to Section 10.1 hereof. In the event of a partial redemption of 2004 Term Bonds, other than as a result of Sinking Fund Payments, each of the remaining Sinking Fund Payments for such 2004 Term Bonds that were partially redeemed, as described above, will be reduced, as nearly as practicable, on a pro rata basis in increments of$5,000. (c) Special Mandatory Redemption From Prepayments. The 2004 Bonds are subject to special mandatory redemption on any Interest Payment Date from amounts on deposit in the 31 DOCSOC/1 054957v3/22925-0010 (b) Moneys in the Acquisition and Construction Fund shall be invested in Authorized Investments ,,N,hich will by their terms mature, or in the case of an Investment Agreement are available without penalty, as close as practicable to the date the District estimates the moneys represented by the particular investment will be needed for withdrawal from the Acquisition and Construction Fund. Notwithstanding anything herein to the contrary, amounts in the Acquisition and Construction Fund on the Delivery Date for the Bonds shall not be invested at yields greater than those set forth in the Tax Certificate. (c) The amount in the Reserve Account may be invested only in Authorized Investments which mature not later than five years from their date of purchase;provided that such amounts may be invested in an Investment Agreement to the final maturity of Bonds so long as such amounts may be withdrawn at any time, without penalty, for application in accordance with Section 3.7 hereof; and provided that no such Authorized Investment of amounts in the Reserve Account allocable to the Bonds shall mature later than the final maturity date of the Bonds. Notwithstanding anything herein to the contrary, amounts in the Reserve Fund on the Delivery Date for the Bonds shall not be invested at yields greater than those set forth in the Tax Certificate. (d) Moneys in the Rebate Fund shall be invested only in Authorized Investments of the type described in clause (a) of the definition thereof which by their terms will mature, as nearly as practicable, on the dates such amounts are needed to be paid to the United States Government pursuant to Section 3.8 hereof or in Authorized Investments of the type described in clause (d) of the definition thereof. (e) In the absence of written investment directions from the District,the Trustee shall invest solely in Authorized Investments specified in clause (d) of the definition thereof. The Trustee shall sell, or present for redemption, any Authorized Investment whenever it may be necessary to do so in order to provide moneys to meet any payment or transfer to such funds and accounts or from such funds and accounts. For the purpose of determining at any given time the balance in any such funds and accounts, any such investments constituting a part of such funds and accounts shall be valued at their cost, except that amounts in the Reserve Account shall be valued at The market value thereof and marked to market at least annually. In making any valuations of investments hereunder, the Trustee may utilize computerized securities pricing services that may be available to it, including those available through its regular accounting system, and rely thereon. Notwithstanding anything herein to the contrary, the Trustee shall not be responsible for any loss from investments, sales or transfers undertaken in accordance with the provisions of this Indenture. The Trustee or an affiliate may act as principal or agent in connection with the acquisition or disposition of any Authorized Investments and shall be entitled to its customary fee therefor. Any Authorized Investments that are registrable securities shall be registered in the name of the Trustee or its nominee. For investment purposes, the Trustee may commingle the funds and accounts established hereunder(other than the Rebate Fund)but shall account for each separately. The Trustee or any of its affiliates may act as sponsor, advisor or manager in connection with any investments made by the Trustee hereunder. 29 DOCSOC/l 054957v3/22925-0010 nar..x.«..em...u..w..b y.,:...«.u.... ..._._.... ._. _,......».om«a......m,<.,.U..w...,..,».»....m,.......�..<...,...,eaw.....,.M..mr. — .w.�..w.s....®..<.e,.. accompanied by Internal Revenue Service Form 8038-T or shall be made in such other manner as provided under the Code. (b) Disposition of Unexpended Funds. Any funds remaining in the Accounts of the Rebate Fund after redemption and payment of the Bonds and after making the payments described in Subsection (a)(i)(C) or(a)(ii)(C) (whichever is applicable), may be withdrawn by the Trustee at the written direction of the District and utilized in any lawful manner pursuant to the Act. (c) Survival of Defeasance and Final Payment. Notwithstanding anything in this Section or this Indenture to the contrary,the obligation to comply with the requirements of this Section shall survive the defeasance and final payment of the Bonds. (d) Amendment Without Consent of 0-\vners. This Section may be deleted or amended in any manner without the consent of the Owners,provided that prior to such event there is delivered to the District an opinion of Bond Counsel to the effect that such deletion or amendment will not adversely affect the exclusion from gross income for federal income tax purposes of interest on the Bonds. (e) Trustee Responsibility. The Trustee shall be deemed conclusively to have complied with its obligations with respect to the Rebate Fund and any amounts required to be rebated to the United States Treasury hereunder by following the directions given by the District pursuant to this Section, and no other obligations of the Trustee shall be implied hereunder. Section 3.9. Surplus Fund. After making the transfers required by Sections 3.3, 3.4, 3.5, , 3.6, 3.7 and 3.8 hereof, as soon as practicable after each September 1, and in any event prior to each October 1,the Trustee shall transfer all remaining amounts in the Special Tax Fund, if any,to the Surplus Fund, other than amounts in the Special Tax Fund which the District has deemed available in the Special Tax Fund in calculating the amount of the levy of Special Taxes for such Fiscal Year pursuant to Section 5.2(b)hereof. On the written direction of an Authorized Representative of the District, moneys deposited in the Surplus Fund shall be transferred by the Trustee, (i)to the Interest Account or the Principal Account to pay the principal of, including Sinking Fund Payments, and interest on the Bonds when due in the event that moneys in the Special Tax Fund and the Reserve Account are insufficient therefor, (ii)to the Reserve Account in order to replenish the Reserve Account to the Reserve Requirement, and (iii)to the Administrative Expense Account to pay Administrative Expenses to the extent that the amounts on deposit in the Administrative Expense Account are insufficient to pay Administrative Expenses. In the event unexpended amounts remain on deposit in the Surplus Fund after the foregoing transfers, if any, the District shall apply such unexpended amounts to, in its sole discretion, either(i)pay Project Costs, (ii)to reduce the next fiscal year's Special Tax levy by depositing such amount in the Special Tax Fund, or(iii) for any other lawful purpose of the District. The amounts in the Surplus Fund are not pledged to the repayment of the Bonds and may be used by the District for any lawful purpose in the manner described in this Section. In the event that the District reasonably expects to use any portion of the moneys in the Surplus Fund to pay debt service on any Outstanding Bonds, upon the written direction of the District,the Trustee will segregate such amount into a separate subaccount and the moneys on deposit in such subaccount of the Surplus Fund shall be invested in Authorized Investments the interest on which is excludable from gross income under Section 103 of the Code (other than bonds the interest on which is a tax preference item for purposes of computing the alternative minimum tax of individuals and 27 DOC SOC/l 054957v3/22925-0010 Section 3.8. Rebate Fund. (a) The Trustee shall establish and maintain a fund separate from any other fund established and maintained hereunder designated as the Rebate Fund and shall establish a separate Rebate Account and Alternative Penalty Account therein for the 2004 Bonds. All money at any time deposited in the Rebate Account or the Alternative Penalty Account of the Rebate Fund shall be held by the Trustee in trust, for payment to the United States Treasury. A separate subaccount of the Rebate Account and the Alternate Penalty Account shall be established for each Series of Bonds the interest on which is excluded from gross income for federal income tax purposes. All amounts on deposit in the Rebate Fund with respect to the Bonds shall be governed by this Section and the Tax Certificate for such issue, unless the District obtains an opinion of Bond Counsel that the exclusion from gross income for federal income tax purposes of interest payments on such Bonds will not be adversely affected if such requirements are not satisfied. (i) Rebate Account. The following requirements shall be satisfied with respect to each subaccount of the Rebate Account: (A) Annual Computation. Within 55 days of the end of the fourth and the fifth Bond Year and each fifth Bond Year thereafter,the District shall calculate or cause to be calculated the amount of rebatable arbitrage for each Series of Bonds in accordance with Section 148(f)(2) of the Code and Section 1.148-3 of the Rebate Regulations (taking into account any applicable exceptions with respect to the computation of the rebatable arbitrage described in the Tax Certificate for each issue (ems, the temporary investments exceptions of Section 148(f)(4)(B) and (C) of the Code), and taking into account whether the election pursuant to Section 148(f)(4)(C)(vii) of the Code (the "1'/2%Penalty") has been made), for this purpose treating the last day of the applicable Bond Year as a computation date, within the meaning of Section 1.148-1(b) of the Rebate Regulations (the "Rebatable Arbitrage"). The District shall obtain expert advice as to the amount of the Rebatable Arbitrage to comply with this Section. (B) Annual Transfer. Within 55 days of the end of each Bond Year for which Rebatable Arbitrage must be calculated as required by the Tax Certificate,upon the written direction of an Authorized Representative of the District, an amount shall be deposited to each subaccount of the Rebate Account by the Trustee from any funds so designated by the District if and to the extent required, so that the balance in the Rebate Account shall equal the amount of Rebatable Arbitrage so calculated by or on behalf of the District in accordance with (A) of this Subsection (a)(i). In the event that immediately following any transfer required by the previous sentence, or the date on which the District determines that no transfer is required for such Bond Year, the amount then on deposit to the credit of the applicable subaccount of the Rebate Account exceeds the amount required to be on deposit therein, upon written instructions from an Authorized Representative of the District, the Trustee shall withdraw the excess from the appropriate subaccount of the Rebate Account and then credit the excess to the Special Tax Fund. (C) Payment to the Treasury. The Trustee shall pay, as directed in writing by an Authorized Representative of the District, to the United States Treasury, out of amounts in each subaccount of the Rebate Account, 1. Not later than 60 days after the end of(A)the fifth Bond Year and (B) each applicable fifth Bond Year thereafter, an amount equal to at least 90% of the Rebatable Arbitrage calculated as of the end of such Bond Year for each issue of Bonds; and 25 DOCSOC/1 054957v3/22925-001 0 In addition to the transfers to the Interest Account and Principal Account described in the first paragraph of this Section, the Trustee shall also transfer thereto such portions of a Prepayment as may be directed to be so transferred in the certificate of the Special Tax Administrator delivered to the Trustee in connection with the Prepayment. Section 3.5. Redemption Account of the Special Tax Fund. (a) After making the deposits to the Interest Account and the Principal Account of the Special Tax Fund pursuant to Section 3.4 above, and in accordance -,Aith the District's election to call Bonds for optional redemption as set forth in Section 4.1(a) hereof the Trustee shall transfer from the Special Tax Fund and deposit in the Redemption Account moneys available for the purpose and sufficient to pay the principal and the premiums, if any,payable on the Bonds called for optional redemption; provided, however, that amounts in the Special Tax Fund (other than the Administrative Expense Account therein) may be so deposited in the Redemption Account and applied to optionally redeem Bonds only if immediately following such transfer and redemption the amount in the Reserve Account xvill equal the Reserve Requirement. The Trustee shall also transfer from the Acquisition and Construction Fund and deposit in the Redemption Account moneys in the amounts and at the tirnes provided in Section 3.10. (b) Moneys set aside in the Redemption Account shall be used solely for the purpose of redeeming Bonds and shall be applied on or after the redemption date to the payment of the principal of and premium, if any, on the Bonds to be redeemed upon presentation and surrender of such Bonds; provided, however,that in lieu or partially in lieu of such call and redemption, moneys deposited in the Redemption Account as set forth above may be used to purchase Outstanding Bonds in the manner hereinafter provided. Purchases of Outstanding Bonds may be made by the District at public or private sale as and when and at such prices as the District may in its discretion detennine but only at prices (including brokerage or other expenses) not more than par plus accrued interest,plus, in the case of moneys set aside for an optional redemption,the premium applicable at the next following call date according to the premium schedule established pursuant to Section 4.1(a)hereof. Any accrued interest payable upon the purchase of Bonds may be paid from the amount reserved in the Interest Account of the Special Tax Fund for the payment of interest on the next following Interest Payment Date. Section 3.6. Prepayment Account of the Special Tax Fund. (a) The Trustee shall deposit in the Prepayment Account the portion of each Prepayment directed to be so deposited in the certificate of the Special Tax Administrator delivered to the Trustee in connection with the delivery of such Prepayment. On each date on which Bonds are to be redeemed from moneys on deposit in the Prepayment Account pursuant to subsection(b) of this Section, the Trustee shall withdraw from the Capitalized Interest Subaccount (if any) for the applicable Series of Bonds and from the Reserve Account and deposit in the Prepayment Account the respective amounts, if any, directed to be so withdrawn and deposited in the certificate of the Special Tax Administrator delivered to the Trustee in connection with the Prepayment giving rise to such redemption. (b) Moneys set aside in the Prepayment Account shall be used solely for the purpose of redeeming Bonds and shall be applied on or after the redemption date to the payment of the principal of and premium, if any, on the Bonds to be redeemed upon presentation and surrender of such Bonds; provided, however,that in lieu or partially in lieu of such call and redemption,moneys deposited in 23 DOCSOC/1 054957v3/22925-0010 (b) The proceeds of the sale of the Bonds received by the Trustee on behalf of the District shall be deposited and transferred as follows: (i) $25,500 shall be deposited in the Administrative Expense Account of the Special Tax Fund for the disbursement in accordance with Section 3.3 below; (ii) $ shall be deposited in the Capitalized Interest Subaccount for the 2004 Bonds in the Interest Account of the Special Tax Fund for disbursement in accordance with Section 3.4 below; (iii) $ shall be deposited in the Costs of Issuance Account for the 2004 Bonds in the Acquisition and Construction Fund for disbursement in accordance with Section 3.10 below; (iv) $ shall be deposited to the Project Account for the 2004 Bonds in the Acquisition and Construction Fund for disbursement in accordance with Section 3.10 below; and (v) $ shall be deposited in the Reserve Account of the Special Tax Fund (equaling the initial Reserve Requirement)to be disbursed in accordance with Section 3.7 below. The Trustee may, in its discretion, establish a temporary fund or account in its books and records to facilitate such transfers. Section 3.2. Deposits to and Disbursements from Special Tax Fund. The Trustee shall, on each date on which the Special Taxes are received from the PUD or the District, deposit the Special Taxes in the Special Tax Fund in accordance with the terms of the Indenture to be held by the Trustee,provided that any Prepayment shall be deposited in the funds and accounts (and in the respective amounts) specified in the certificate of the Special Tax Administrator delivered to the Trustee in connection \N7ith the delivery of the Prepayment to the Trustee. The Trustee shall transfer the amounts on deposit in the Special Tax Fund generally on the dates and in the amounts set forth in the following Sections, in the following order of priority, but subject in any event to the provisions of The following Sections,to: (a) The Administrative Expense Account, (b) The Interest Account, (c) The Principal Account, (d) The Redemption Account, (e) The Reserve Account, (f) The Rebate Fund, and (g) The Surplus Fund. At the maturity of all of the Bonds and, after all principal and interest then due on the Bonds then Outstanding has been paid or provided for and any amounts owed to the Trustee have been paid 21 DOCSOC/1054957v3/22925-0010 (i) A certified copy of the Supplemental Indenture authorizing the issuance of such Parity Bonds; (ii) A written request of the District as to the delivery of such Parity Bonds; (iii) An opinion of Bond Counsel to the effect that (a)the District has the right and power under the Act to adopt this Indenture and the Supplemental Indentures relating to such Parity Bonds, and this Indenture and all such Supplemental Indentures have been duly and lawfully adopted by the District, are in full force and effect and are valid and binding upon the District and enforceable in accordance Nvith their terms (except as enforcement may be limited by bankruptcy, insolvency, reorganization and other similar laws relating to the enforcement of creditors' rights); (b)this Indenture creates the valid pledge which it purports to create of the Net Taxes and other amounts as provided in this Indenture, subject to the application thereof to the purposes and on the conditions permitted by this Indenture; and (c) such Parity Bonds are valid and binding limited obligations of the District, enforceable in accordance with their terns (except as enforcement may be limited by bankruptcy, insolvency, reorganization and other similar laws relating to the enforcement of creditors' rights) and the terns of this Indenture and all Supplemental Indentures thereto and entitled to the benefits of this Indenture and all such Supplemental Indentures, and such Parity Bonds have been duly and validly authorized and issued in accordance with the Act (or other applicable laws) and this Indenture and all such Supplemental Indentures; and a further opinion of Bond Counsel to the effect that, assuming compliance by the District with certain tax covenants,the issuance of the Parity Bonds will not adversely affect the exclusion from gross income for federal income tax purposes of interest on the Bonds and any Parity Bonds theretofore issued on a tax exempt basis, or the exemption from State of California personal income taxation of interest on any Outstanding Bonds and Parity Bonds theretofore issued; (iv) A certificate of the District containing such statements as may be reasonably necessary to show compliance with the requirements of this Indenture; (v) A certificate or certificates from the Special Tax Administrator and/or one or more Independent Financial Consultants which, when taken together, certify that: (A) The Maximum Special Taxes that may be levied in each Fiscal Year on property that is not then delinquent in the payment of any ad valorem taxes or any Special Taxes is not less than the sum of the Administrative Expense Cap plus 110% of the Annual Debt Service in the Bond Year that begins in such Fiscal Year; (B) The Va]ue of Taxable Property is not less than four(4)times the sum of Direct Debt for Taxable Property plus Overlapping Debt for Taxable Property; (C) The Value of Developed Property is not less than four(4)times the sum of Direct Debt for Developed Property plus Overlapping Debt for Developed Property; (D) The Value of Undeveloped Property is not less than three (3)times the sum of Direct Debt for Undeveloped Property plus Overlapping Debt for Undeveloped Property; (E) The Maximum Special Taxes applicable to Parcels that are then delinquent in the payment of any ad valorem taxes or any Special Taxes shall not exceed 10 percent of the aggregate amount of the Maximum Special Tax then applicable to the Taxable Property; and 19 DOCS00 1054957v3/22925-0010 notice of redemption, or(iii)the payment to any DTC Participant or any other person, other than an Owner, as shown in the Bond Register, of any amount with respect to principal of,premium, if any, or interest on the Bonds. The District and the Trustee may treat and consider the person in whose name each Bond is registered in the Bond Register as the holder and absolute owner of such Bond for the purpose of payment of principal,premium, if any, and interest on such Bond, for the purpose of giving notices of redemption and other matters with respect to such Bond, for the purpose of registering transfers with respect to such Bond, and for all other purposes whatsoever. The Trustee shall pay all principal of,premium, if any, and interest on the Bonds only to or upon the order of the respective Owners, as shown in the Bond Register, as provided in Section 2.8 hereof, or their respective attorneys duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and discharge the District's obligations with respect to payment of principal of, premium, if any, and interest on the Bonds to the extent of the sum or sums so paid. No person other than an Owner, as shown in the Bond Register, shall receive a certificated Bond evidencing the obligation of the District to make payments of principal, premium, if any, and interest pursuant to this Indenture. Upon delivery by DTC to the Trustee of written notice to the effect that DTC has detennined to substitute anew nominee in place of Cede & Co., and subject to the provisions herein ,,A7ith respect to record dates, the word "Cede & Co."in this Indenture shall refer to such new nominee of DTC. (c) The delivery of the Representation Letter by the District and the Trustee shall not in any way limit the provisions of Section 2.12(b) hereof or in any other way impose upon the District or the Trustee any obligation ,A7balsoever with respect to persons having interests in the Bonds other than the Owners, as shown on the Bond Register. The Trustee shall take all action necessary for all representations in the Representation Letter with respect to the Trustee to be complied with at all - times. (d) DTC may determine to discontinue providing its services with respect to the Bonds at any time by giving written notice to the District and the Trustee and discharging its responsibilities with respect thereto under applicable law. The District, in its sole discretion and without the consent of any other person, may terminate the services of DTC with respect to the Bonds if the District detennines that either DTC is unable to discharge its responsibilities with respect to the Bonds or a continuation of the requirement that all Outstanding Bonds be registered in the Bond Register in the name of Cede &Co., or any other nominee of DTC, is not in the best interest of the beneficial owners of such Bonds. Upon the discontinuation or tennination of the services of DTC with respect to the Bonds pursuant to the foregoing after NN7hich no substitute securities depository willing to undertake the functions of DTC hereunder can be found which, in the opinion of the District, is willing and able to undertake such functions upon reasonable and customary tenns,the District is obligated to deliver Bond certificates, as described in this Indenture and the Bonds shall no longer be restricted to being registered in the Bond Register in the name of Cede & Co. as nominee of DTC, but may be registered in whatever name or names DTC shall designate to the Trustee in writing, in accordance with the provisions of this Indenture. (e) Notwithstanding any other provisions of this Indenture to the contrary, as long as any Bond is registered in the name of Cede & Co., as nominee of DTC, all payments with respect to principal or, premium, if any, and interest on such Bond and all notices with respect to such Bond shall be made and given, respectively, in the manner provided in the Representation Letter. 17 DOCSOC/1054957v3/22925-0010 to the person whose name shall appear in the Bond Register as the Owner of such Bond as of the close of business on the Record Date. Such interest shall be paid by check of the Trustee mailed by first class mail, postage prepaid,to such Bondowner at his or her address as it appears on the Bond Register. In addition, upon a request in writing received by the Trustee on or before the applicable Record Date from an Owner of$1,000,000 or more in principal amount of the Bonds,payment shall be made on the Interest Payment Date by wire transfer in immediately available funds to an account within the United States designated by such Owner. Section 2.6. Form of Bonds. The 2004 Bonds and the certificate of authentication shall be substantially in the form attached hereto as Exhibit A, which forms are hereby approved and adopted as the forms of such Bonds and of the certificate of authentication. Notwithstanding any provision in this Indenture to the contrary,the District may, in its sole discretion, elect to issue the 2004 Bonds in book entry form. Section 2.7. Execution and Authentication. The Bonds shall be signed on behalf of the District by the manual or facsimile signatures of the President of the Board of Directors of the PUD and the District Clerk, or any duly appointed deputy clerk. In case any one or more of the officers NA7ho shall have signed any of the Bonds shall cease to be such officer before the Bonds so signed have been authenticated and delivered by the Trustee (including new Bonds delivered pursuant to the provisions hereof with reference to the transfer and exchange of Bonds or to lost, stolen, destroyed or mutilated Bonds), such Bonds shall nevertheless be valid and may be authenticated and delivered as herein provided, and may be issued as if the person who signed such Bonds had not ceased to hold such office. Only the Bonds as shall bear thereon such certificate of authentication in the form set forth in Exhibit A hereto shall be entitled to any right or benefit under this Indenture, and no Bond shall be valid or obligatory for any purpose until such certificate of authentication shall have been duly executed by the Trustee. Section 2.8. Bond Register. The Trustee will keep or cause to be kept, at its office, sufficient books for the registration and transfer of the Bonds which shall upon reasonable prior notice be open to inspection by the District during all regular business hours, and, subject to the limitations set forth in Section 2.9 below, upon presentation for such purpose,the Trustee shall, under such reasonable regulations as it may prescribe, register or transfer or cause to be transferred on said Bond Register, Bonds as herein provided. The District and the Trustee may treat the Owner of any Bond whose name appears on the Bond Register as the absolute Owner of that Bond for any and all purposes, and the District and the Trustee shall not be affected by any notice to the contrary. The District and the Trustee may rely on the address of the BondOWDer as it appears in the Bond Register for any and all purposes. It shall be the duty of the Bondowner to give written notice to the Trustee of any change in the Bondowner's address so that the Bond Register may be revised accordingly. Section 2.9. Registration of Exchange or Transfer. Subject to the limitations set forth in the following paragraph, the registration of any Bond may, in accordance with its terms, be transferred upon the Bond Register by the person in whose name it is registered, in person or by his or her duly authorized attorney, upon surrender of such Bond for cancellation at the office of the Trustee, accompanied by delivery of a written instrument of transfer in a form approved by the Trustee and duly executed by the Bondowner or his or her duly authorized attorney. 15 DOCSOC/l 054957v3/22925-0010 amounts deposited by the District in the Special Tax Fund (exclusive of the Administrative Expense Account), as more fully described herein. The District's limited obligation to pay the principal of, premium, if any, and interest on the Bonds from amounts in the Special Tax Fund (exclusive of the Administrative Expense Account) is absolute and unconditional, free of deductions and without any abatement, offset, recoupment, diminution or set-off whatsoever. No Owner of Bonds may compel the exercise of the taxing power by the District (except as pertains to the Special Taxes) or the PUD or the forfeiture of any of their property. The Bonds are not a legal or equitable pledge, charge, lien, or encumbrance upon any of the District's property, or upon any of its income, receipts or revenues, except the Net Taxes and other amounts in the Special Tax Fund (exclusive of the Administrative Expense Account) which are, under the tenors of this Indenture and the Act, set aside for the payment of the Bonds and interest thereon; and neither the members of the legislative body of the District or the Board of Directors of the PUD nor any persons executing the Bonds, are liable personally on the Bonds by reason of their issuance. Notwithstanding anything to the contrary contained in this Indenture, the District shall not be required to advance any money derived from any source of income other than the Net Taxes for the payment of the interest on or the principal of the Bonds, or for the performance of any covenants contained herein. The District may, however, advance funds for any such purpose,provided that such funds are derived from a source legally available for such purpose. Section 2.3. Equality of Bonds and Pledge of Net Taxes. Pursuant to the Act and this Indenture, the Bonds shall be equally payable from the Net Taxes and other amounts in the Special Tax Fund (exclusive of the Administrative Expense Account)without priority for number, date of the Bonds, date of sale, date of execution, or date of delivery, and the payment of the interest on and principal of(including Sinking Fund Payments)the Bonds and any premiums upon the redemption thereof, shall be exclusively paid from the Net Taxes and other amounts in the Special Tax Fund (exclusive of the Administrative Expense Account), which are hereby set aside for the payment of the Bonds. The Net Taxes and other amounts in the Special Tax Fund (exclusive of the Administrative Expense Account) are hereby pledged to the payment of the principal of,premium, if any, and interest on the Bonds. Such pledge shall constitute a first lien on such assets. Amounts in the Special Tax Fund (other than the Administrative Expense Account therein) shall constitute a trust fund held for the benefit of the Owners to be applied to the payment of the interest on and principal of the Bonds and so long as any of the Bonds or interest thereon remain Outstanding shall not be used for any other purpose, except as permitted by this Indenture or any Supplemental Indenture. Notwithstanding any provision contained in this Indenture to the contrary, Special Taxes deposited in the Administrative Expense Account of the Special Tax Fund,the Rebate Fund and the Surplus Fund shall no longer be considered to be pledged to the Bonds; and none of the Rebate Fund,the Surplus Fund, the Administrative Expense Account of the Special Tax Fund nor the Acquisition and Construction Fund shall be construed as a trust fund held for the benefit of the Owners. Nothing in this Indenture or any Supplemental Indenture shall preclude, subject to the limitations contained hereunder, the redemption prior to maturity of any Bonds subject to call and redemption and payment of said Bonds from proceeds of refunding bonds issued under the Act as the same now exists or as hereafter amended, or under any other law of the State of California. Section 2.4. Description of 2004 Bonds; Interest Rates. The 2004 Bonds shall be issued in fully registered form in denominations of$5,000 or any integral multiple thereof. The 2004 Bonds shall be numbered as desired by the Trustee. 13 DOCSOC/1054957v3/22925-0010 "Record Date"means the fifteenth day of the month preceding an Interest Payment Date, regardless of whether such day is a Business Day. "Redemption Account"means the account by such name created and established in the Special Tax Fund pursuant to Section 3.L "Regulations"rneans the regulations adopted or proposed by the Department of Treasury from time to time with respect to obligations issued pursuant to Section 103 of the Code. "Representation Letter"means the representation letter or letters from the District to DTC. "Reserve Account"means the account by such name created and established in the Special Tax Fund pursuant to Section 3.1. "Reserve Requirement"means, as of any date of calculation by the District, an amount equal to the lowest of(i) l 0% of the original proceeds of the Bonds, less original issue discount, if any, plus original issue premium, if any, or(ii) Maximum Annual Debt Service, or(iii) 125% of the average Annual Debt Service. "Resolution of Formation"means the resolution adopted by the Board of Directors of the PUD on July 21, 2004, pursuant to which the PUD formed the District. "RMA"means the Rate and Method of Apportiomnent of Special Taxes approved by the qualified electors of the District at an election conducted on July 21, 2004, a copy of which is attached hereto as Exhibit C. "Series"means one or more Bonds issued at the same time, or sharing some other common term or characteristic, and designated as a separate series in the Supplemental Indenture pursuant to which they are issued. "Sinking Fund Payment"means the annual payment in those years indicated in Section 4.1(b)to be deposited in the Principal Account to redeem a portion of the Term Bonds in accordance with the schedule set forth herein to retire the Term Bonds. "Special Tax Administrator"means such person or fine as may be designated by the Board of Directors to administer the calculation and collection of the Special Taxes, or any successor person or entity acting in such capacity. "Special Taxes"means the taxes authorized to be levied by the District in accordance with the RMA, as the RMA may be amended from time to time (if and to the extent such amendment is consistent with the covenant set forth in Section 5.2(g)). "Special Tax Fund"means the fund by such name created and established pursuant to Section 3.1. "Standard& Poor's"means Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, its successors and assigns. "Supplemental Indenture"means any supplemental indenture entered into in accordance with The provisions hereof amending or supplementing this Indenture. 11 DOCSOC/1 054957v3/22925-0010 "Maxinmin Special Tax"has the meaning ascribed thereto in the RMA. "Moody's"means Moody's Investors Service, its successors and assigns. "National Repositories"means any Nationally Recognized Municipal Securities Information Repository for purpose of the Rule. "Net Taxes"means, for each Fiscal Year, Gross Taxes (exclusive of any penalties and interest accruing with respect to delinquent Special Tax installments) minus amounts (not in excess of the then current Administrative Expense Cap) set aside to pay Administrative Expenses and minus also the portion of any Prepayment that is not required to be deposited in the Special Tax Fund pursuant to Section 3.2. "Outstanding"or"Outstanding Bonds"means all Bonds theretofore issued by the District, except: (a) Bonds theretofore cancelled or surrendered for cancellation in accordance with Section 10.1; (b) Bonds for payment or redemption of which moneys shall have been theretofore deposited in trust (whether upon or prior to the maturity or the redemption date of such Bonds), provided that, if such Bonds are to be redeemed prior to the maturity thereof, notice of such redemption shall have been given as provided in this Indenture; and (c) Bonds which have been surrendered to the Trustee for transfer or exchange pursuant to Section 2.9 or for which a replacement has been issued pursuant to Section 2.10. "Overlapping Debt for Developed Property"means the sum of(a)the aggregate amount of all unpaid assessments which are a lien on Developed Property and which are pledged to secure the repayment of bonds,plus (b) a portion of the principal arnount of any outstanding Bonds of other community facilities districts which are payable at least partially from special taxes to be levied on Developed Property (the "Other CFD Bonds") detenmined by multiplying the aggregate principal arnount of the Other CFD Bonds by a fraction the numerator of which is the total amount of the maximum special taxes that may be then levied for the Other CFD Bonds on Developed Property and the denominator of which is the total amount of the maximum special taxes that may be then levied for the Other CFD Bonds on all parcels of property which are subject to the levy of such special taxes. "Overlapping Debt for Taxable Prcpero� "means the sum of Overlapping Debt for Developed Property and Overlapping for Undeveloped Property. "Overlapping Debt for Undeveloped Property"means the sum of(a)the aggregate amount of all unpaid assessments which are a lien on Undeveloped Property and which are pledged to secure the repayment of bonds, plus (b) a portion of the principal amount of any outstanding Bonds of other community facilities districts which are payable at least partially from special taxes to be levied on Undeveloped Property (the "Other CFD Bonds") determined by multiplying the aggregate principal amount of the Other CFD Bonds by a fraction the numerator of which is the total amount of the maximum special taxes that may be then levied for the Other CFD Bonds on Undeveloped Property and the denominator of which is the total amount of the maximum special taxes that may be then 9 DOCSOC/1054957v3/22925-0010 "Developer"means Gray's Crossing LLC and any successor thereto. "Direct Debt for Developed Property"means the product of(a)the sum of all Outstanding Bonds and the Parity Bonds then proposed to be issued multiplied by (b) a fraction,the numerator of which is the aggregate amount of the Maximum Special Tax then applicable to the Developed Property and the denominator of which is the aggregate amount of the Maximum Special Tax then applicable to all of the Property within the District. "Direct Debt for Taxable Property"means the sum of Direct Debt for Developed Property and Direct Debt for Undeveloped Property. "Direct Debt for Undeveloped Property"means the product of(a)the sum of all Outstanding Bonds and the Parity Bonds then proposed to be issued multiplied by (b) a fraction,the numerator of which is the aggregate amount of the Maximum Special Tax then applicable to the Undeveloped Property and the denominator of which is the aggregate amount of the Maximum Special Tax then applicable to all of the Property within the District. "District"means Truckee Donner Public Utility District Community Facilities District No. 04-1 (Gray's Crossing) established pursuant to the Act and the Resolution of Formation. "DTC"means The Depository Trust Company,New York,New York, and its successors and assigns. "DTC Participants"means securities brokers and dealers, banks, trust companies, clearing corporations and other organizations maintaining accounts with DTC. "Federal Securities"means any of the following: (a) Cash, (b) United States Treasury Certificates,Notes and Bonds (including State and Local Government Series—"SLGS"), (c) Direct obligations of the U.S. Treasury which have been stripped by the U.S. Treasury itself, e.g., CATS, TIGRS and similar securities, (d) The interest component of Resolution Funding Corp. strips which have been stripped by request to the Federal Reserve Bank of New York and are in book-entry form, (e) Pre-refunded municipal bonds rated Aaa by Moody's and AAA by Standard& Poor's, (f) Obligations issued by the following agencies which are backed by the full faith and credit of the United States: (i) U.S. Export-Import Bank - direct obligations or fully guaranteed certificates of beneficial ownership, (ii) Fanners Home Administration - certificates of beneficial ownership, 7 DOCSOC/l 054957v3/22925-0010 (v) any such investment agreement pen-nits withdrawal upon not more than three (3) days notice (excepting only withdrawals from the Acquisition and Construction Fund, from which withdrawals may be permitted upon not more than seven (7) days notice) for any purpose authorized for the use of the invested funds under this Indenture; (h) Commercial paper rated, at the time of purchase, Prime - 1 by Moody's and A-1 or better by Standard &Poor's; (i) Bonds or notes issued by any state or municipality A),7hich are rated by both Rating Agencies in one of the two highest rating categories assigned by such agencies; 0) Federal funds or bankers acceptances with a maximum teen of one year of any bank which has an unsecured, uninsured or unguaranteed obligation rating of Prime- 1 or A3 or better by Moody's and A-1 or A or better by Standard & Poor's; (k) Repurchase agreements collateralized by Direct Obligations, GNMAs, FNMAs or FHLMCs with any registered broker/dealer subject to the Securities Investors' Protection Corporation jurisdiction or any commercial bank insured by the FDIC, if such broker/dealer or bank has an uninsured, unsecured and unguaranteed obligation rated P-1 or A3 or better by Moody's, and A-1 or A-by Standard &Poor's;provided: (i) a master repurchase agreement or specific written repurchase agreement governs the transaction, and (ii) the securities are held free and clear of any lien by the Trustee or an independent third party acting solely as agent ("Agent") for the Trustee, and such third party is (i) a Federal Reserve Bank, (ii) a bank which is a member of the Federal Deposit Insurance Corporation and which has combined capital, surplus and undivided profits of not less than $50 million, or(iii) a bank approved in writing for such purpose by the District, and the Trustee shall have received written confinnation from such third party that it holds such securities, free and clear of any lien, as agent for the Trustee, and (iii) a perfected first security interest under the Uniform Commercial Code, or book entry procedures prescribed at 31 C.F.R. 306.1 et seq. or 31 C.F.R. 350.0 et seq. in such securities is created for the benefit of the Trustee, and (iv) the Agent will value the collateral securities no less frequently than weekly and will liquidate the collateral securities if any deficiency in the required collateral percentage is not restored within two Business Days of such valuation, and (v) the fair market value of the securities in relation to the amount of the repurchase obligation, including principal and interest, is equal to at least 103%; (1) The State of California Local Agency Investment Fund; and (m) Any other investment which the District is permitted by law to make. To the extent that any of the requirements concerning Authorized Investments embodies a legal conclusion,the Trustee shall be entitled to conclusively rely upon a certificate from the appropriate party or an opinion from counsel to such party,that such requirement has been met. 5 DOCSOC/1054957v3/22925-0010 (a) Direct obligations of the United States of America (including obligations issued or held in book-entry fonn on the books of the Department of the Treasury, and CATS and TIGRS) or obligations the principal of and interest on which are unconditionally guaranteed by the United States of America ("Direct Obligations"); (b) Bonds, debentures, notes or other evidence of indebtedness issued or guaranteed by any of the following federal agencies and provided such obligations are backed by the full faith and credit of the United States of America (stripped securities are only permitted if they have been stripped by the agency itself): (i) U.S. Export-Import Bank ("Eximbank") - direct obligations or fully guaranteed certificates of beneficial ownership, (ii) Fanners Home Administration ("FmHA") - certificates of beneficial ownership, (iii) Federal Financing Bank, (iv) Federal Housing Administration Debentures("FHA"), (v) General Services Administration -participation certificates, (vi) Government National Mortgage Association ("GNMA"or"Ginnie Mae") - GNMA-guaranteed mortgage-backed bonds and GNMA-guaranteed pass-through obligations, (vii) U.S. Maritime Administration - guaranteed Title XI financing, and (viii) U.S. Department of Housing and Urban Development ("HUD") -project notes, local authority bonds, new convnunities debentures (U.S. government guaranteed debentures), and U.S. Public Housing Notes and Bonds (U.S. government guaranteed public housing notes and bonds); (c) Bonds, debentures, notes or other evidence of indebtedness issued or guaranteed by any of the following non-full faith and credit U.S. government agencies (stripped securities are only permitted if they have been stripped by the agency itself): (i) Federal Home Loan Bank System - senior debt obligations, (ii) Federal Home Loan Mortgage Corporation ("FHLMC" or"Freddie Mac") - participation certificates and senior debt obligations, (iii) Federal National Mortgage Association ("FNMA" or"Fannie Mae") - mortgage-backed securities and senior debt obligations, (iv) Student Loan Marketing Association ("SLMA" or"Sallie Mae") - senior debt obligations, (v) Resolution Funding Corp. ("REFCORP") obligations, and 3 DOCSOC/1054957v3/22925-0010 TRUST INDENTURE THIS TRUST INDENTURE, dated as of September 1, 2004, governs the terms of the Special Tax Bonds of Truckee Donner Public Utility District Community Facilities District No. 04-1 (Gray's Crossing). RECITALS.- WHEREAS,the Board of Directors (hereinafter sometimes referred to as the "legislative body of the District") of the Truckee Donner Public Utility District has heretofore undertaken proceedings and declared the necessity to issue bonds on behalf of Truckee Donner Public Utility District Cormnunity Facilities District No. 04-1 (Gray's Crossing) (the "District")pursuant to the tenns and provisions of the Mello-Roos Con- nunity Facilities Act of 1982, as amended,being Chapter 2.5, Part 1, Division 2, Title 5, of the Government Code of the State of California (the "Act"); and WHEREAS,based upon a resolution adopted by the legislative body of the District on July 21, 2004 and an election held on July 21, 2004 authorizing the levy of a special tax and the issuance of bonds by the District,the District is now authorized to issue bonds in one or more series, pursuant to the Act, in an aggregate principal amount not to exceed $35,000,000; and WHEREAS, the legislative body of the District intends to accomplish the financing of the cost of planning, designing, constructing, acquiring, modifying, expanding, improving, furnishing, equipping or rehabilitating certain improvements, and all appurtenances and appurtenant work in connection with the foregoing (collectively, the "Facilities") and (ii) the incidental expenses incurred and to be incurred in connection with financing the Facilities, including costs associated with the creation of the District and the issuance of bonds and the establishment and replenishment of a bond reserve fund (the "Incidental Expenses"), through the issuance of bonds in an aggregate principal amount of$ designated as the "Truckee Donner Public Utility District Community Facilities District No. 04-1 (Gray's Crossing) Special Tax Bonds, Series 2004" (the"Bonds"); and WHEREAS, the legislative body of the District has determined all requirements of the Act for the issuance of the Bonds have been satisfied; NOW, THEREFORE, in order to establish the tenns and conditions upon and subject to which the Bonds are to be issued, and in consideration of the premises and of the mutual covenants contained herein and of the purchase and acceptance of the Bonds by the Owners thereof, and for other valuable consideration, the receipt of which is hereby acknowledged, the District and BNY Western Trust Company, as Trustee, hereby covenant and agree, for the benefit of the Owners of the Bonds which may be issued hereunder from time to time, as follows: ARTICLE I DEFINITIONS Section LL Definitions. Unless the context otherwise requires,the following terms shall have the following meanings: 1 DOCSOC/t 054957v3/22925-0010 dcw-b-0 sk-a TRUCKEE DONNER PUBLIC UTILITY DISTRICT COMMUNITY FACILITIES DISTRICT NO. 04-1 (GRAY'S CROSSING) SPECIAL TAX BONDS DISTRICT CONTINUING DISCLOSURE AGREEMENT This Continuing Disclosure Agreement, dated as of September 1, 2004 (the "Disclosure Agreement") is executed and delivered by the Truckee Donner Public Utility District Community Facilities District No. 04-1 (Gray's Crossing) (the "District") in connection with the issuance of its $12,445,000 aggregate principal amount of Truckee Donner Public Utility District Community Facilities District No. 04-1 (Gray's Crossing) Special Tax Bonds (the "Bonds"). The Bonds are being issued pursuant to a Trust Indenture (the "Indenture"), dated September 1, 20049 by and between the District and BNY Western Trust Company (the "Trustee"), relating to the Bonds. The District covenants and agrees as follows: Section 1. Purpose of the Disclosure Agreement. This Disclosure Agreement is being executed and delivered by the District for the benefit of the holders and beneficial owners of the Bonds and in order to assist the Participating Underwriters in complying with S.E.C. Rule 15c2- 12(b)(5). Section 2. Definitions. In addition to the definitions set forth in the Indenture, which apply to any capitalized term used in this Disclosure Agreement unless otherwise defined in this Section, the following capitalized terms shall have the following meanings: "Annual Report" means any Annual Report provided by the District pursuant to, and as described in, Sections 3 and 4 of this Disclosure Agreement. "Dissemination Agent" means MuniFinancial, or any successor Dissemination Agent designated in writing by the District and which has filed with the District and the Trustee a written acceptance of such designation. "Listed Events" means any of the events listed in Section 5(a) of this Disclosure Agreement. "National Repository" means any Nationally Recognized Municipal Securities Information Repository for purposes of the Rule. The National Repositories currently recognized by the Securities and Exchange Commission are currently set forth in the SEC website located at http://www. sec.gov/info/municipal/nrmsir.htm. "Participating Underwriter" means any of the original underwriters of the Bonds required to comply with the Rule in connection with offering of the Bonds. "Repository"means each National Repository and each State Repository. 1 Section 4. Content of Annual Reports. The Annual Report shall contain or incorporate by reference the following: (a) The audited financial statements of the District for the most recent fiscal year of the District then ended, which may be included in the audited financial statements of the Truckee Donner Public Utility District (the PUD"). If the audited financial statements are not available by the time the Annual Report is required to be filed, the Annual Report shall contain any unaudited financial statements of the District in a format similar to the audited financial statements, and the audited financial statements shall be filed in the same manner as the Annual Report when they become available. Audited financial statements of the District shall be audited by such auditor as shall then be required or permitted by State law or the Indenture. Audited financial statements shall be prepared in accordance with generally accepted accounting principles as prescribed for governmental units by the Governmental Accounting Standards Board; provided, however, that the District may from time to time, if required by federal or state legal requirements, modify the basis upon which its financial statements are prepared. In the event that the District shall modify the basis upon which its financial statements are prepared, the District shall provide a notice of such modification to each Repository, including a reference to the specific federal or state law or regulation specifically describing the legal requirements for the change in accounting basis. (b) The Annual report shall also contain the following information: (i) the principal amount of the Bonds outstanding as of the June 30 preceding the filing of the Annual Report; (ii) the balance in each fund under the Indenture as of the June 30 preceding the filing of the Annual Report; (iii) The Special Tax delinquency rate for all parcels within the on which the Special Tax is levied, as shown on the assessment roll of the Nevada County Assessor last equalized prior to the September 30 immediately preceding the date of the Annual Report, the number of parcels within the District on which the Special Tax is levied that are delinquent in payment of the Special Tax, as shown on the assessment roll of the Nevada County Assessor last equalized prior to the September 30 immediately preceding the date of the Annual Report, the amount of each delinquency and the length of time delinquent, or similar information pertaining to delinquencies deemed appropriate by the District; provided, however, that parcels with delinquencies of $2,500 or less may be grouped together and such information may be provided by category. (iv) an update of [Table 4] in the Official Statement for the Bonds, based on the assessed values (rather than appraised values) within the District and the Special Tax levy for the fiscal year in which the Annual Report is being filed; (v) any changes to the Rates and Method of Apportionment of the Special Tax approved or submitted to the qualified electors for approval prior to the filing of the Annual Report; 3 t whether or not to report the event pursuant to subsection (f); provided, however, that the Dissemination Agent shall have no liability to Bond owners for any failure to provide such notice. (c) Whenever the District obtains knowledge of the occurrence of a Listed Event, the District shall determine as soon as possible if such event would constitute material information for Holders of Bonds within the meaning of the federal securities laws. (d) If the District has determined that knowledge of the occurrence of a Listed Event would be material, the District shall notify the Dissemination Agent promptly in writing. Such notice shall instruct the Dissemination Agent to report the occurrence pursuant to subsection (f). (e) If in response to a request under subsection (b), the District detennines that the Listed Event would not be material, the District shall so notify the Dissemination Agent in writing and instruct the Dissemination Agent not to report the occurrence pursuant to subsection (f). (f) If the Dissemination Agent has been instructed by the District to report the occurrence of a Listed Event, the Dissemination Agent shall file a notice of such occurrence with the Repository. Notwithstanding the foregoing, notice of Listed Events described in subsections (a)(8) and (9) need not be given under this subsection any earlier than the notice (if any) of the underlying event is given to the Holders of affected Bonds pursuant to the Indenture and notice of any other Listed Event is only required following the actual occurrence of the Listed Event; and (g) The Dissemination Agent may conclusively rely on an opinion of counsel that the District's instructions to the Dissemination Agent under this Section 5 comply with the requirements of this Rule. Section 6. Termination of Reporting_Obligation. The District's and Dissemination Agent's obligations under this Disclosure Agreement shall tenninate upon the legal defeasance, prior redemption or payment in full of all of the Bonds. If such termination occurs prior to the final maturity of the Bonds, the District shall give notice of such termination in the same manner as for a Listed Event under Section 5(c). Section 7. Dissemination Agent. From time to time, the District may appoint or engage a Dissemination Agent to assist it in carrying out its obligations under this Disclosure Agreement, and may discharge any such Agent, with or without appointing a successor Dissemination Agent. If at any time there is not any other designated Dissemination Agent, the District shall be the Dissemination Agent. Section 8. Amendment Waiver. Notwithstanding any other provision of this Disclosure Agreement, the District may amend this Disclosure Agreement, and any provision of this Disclosure Agreement may be waived,provided that the following conditions are satisfied: 5 f Dissemination Agent shall be required to consent to any amendment which would impose any greater duties or risk of liability on the Trustee or the Dissemination Agent. No person shall have any right to commence any action against the Dissemination Agent seeking any remedy other than to compel specific perfonnance of this Agreement. The Dissemination Agent shall not be liable under any circumstances for monetary damages to any person for any breach of this Agreement. The Dissemination Agent shall have no responsibility whatsoever for the content of any report or notice required of the District hereunder. Section 12. Beneficiaries. This Disclosure Agreement shall inure solely to the benefit of the District, the Trustee, the Dissemination Agent, the Participating Underwriters and holders and beneficial owners from time to time of the Bonds, and shall cause no rights in any other person or entity. TRUCKEE DONNER PUBLIC UTILITY DISTRICT CO�INIUNITY FACILITIES DISTRICT NO. 04-1 (GRAY'S CROSSING) SPECIAL TAX BONDS By: General Manager, Truckee Donner Public Utility District The undersigned hereby agrees to act as Dissemination Agent pursuant to the foregoing Continuing Disclosure Agreement NIUNIFINANCIAL, as Dissemination Agent By: Authorized Signatory 7 5 EXHIBIT A NOTICE TO MUNICIPAL SECURITIES RULEMAKING BOARD OF FAILURE TO FILE ANNUAL REPORT Name of Issuer: Truckee Donner Public Utility District Community Facilities District No. 04-1 (Gray's Crossing) Name of Bond Issue: Truckee Donner Public Utility District Community Facilities District No. 04-1 (Gray's Crossing) Special Tax Bonds Date of Issuance: 92004 NOTICE IS HEREBY GIVEN that the Truckee Donner Public Utility District (the "District") has not provided an Annual Report with respect to the above-named Bonds as required by Section 3 of the Continuing Disclosure Agreement dated September 1, 2004 executed by the District for the benefit of the holders and beneficial owners of the above- referenced Bonds. The District anticipates that the Annual Report will be filed by Dated: _ MUNIFINANCIAL By: Title: cc: Issuer 8 (a) if the amendment or waiver relates to the provisions of Section 3(a), 4 or 5(a), it may be made only in connection with a change in circumstances that arises from a change in legal requirements, change in law, or change in the identity, nature, or status of an obligated person with respect to the Bonds, or type of business conducted; (b) the undertakings herein, as proposed to be amended or waived, in the opinion of nationally recognized bond counsel, would 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 proposed amendment or waiver either (i) is approved by holders of the Bonds in the manner provided in the Indenture for amendments to the Indenture with the consent of holders, or (ii) in the opinion of nationally recognized bond counsel, does not materially impair the interests of the holders or beneficial owners of the Bonds. Section 9. Additional Inforniation. Nothing in this Disclosure Agreement shall be deemed to prevent the District 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 notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure Agreement. If the District chooses to include any information in any Annual Report or notice of occurrence of a Listed Event in addition to that which is specifically required by this Disclosure Agreement, the District shall have no obligation under this Disclosure Agreement to update such information or include it in any future Annual Report or notice of occurrence of a Listed Event. Section 10. Default. In the event of a failure of the District to comply with any provision of this Disclosure Agreement, the Trustee may (and, at the request of any Participating Underwriter or the holders of at least 25% aggregate principal amount of Outstanding Bonds, shall), or any holder 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 District 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 District to comply with this Disclosure Agreement shall be an action to compel performance. Section 11. Duties, Immunities and Liabilities of Dissemination Agent. The Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure Agreement, and the District agrees to indemnify and hold harmless (but only to the extent of Special taxes available for such purpose) the Dissemination Agent, its officers, directors, employees and agents, against any loss, expense and liabilities which the Dissemination Agent may incur arising out of or in the exercise or performance of its powers and duties hereunder, including the costs and expenses (including attorneys' fees) of defending against any claim of liability, but excluding liabilities due to the Dissemination Agent's negligence or willful misconduct. The obligations of the District under this Section shall survive resignation or removal of the Dissemination Agent and payment of the Bonds. Neither the Trustee nor the 6 r (vi) the status of any foreclosure actions being pursued by the District with respect to delinquent Special Taxes; (vii) any information not already included under (i) through (vi) above that the Board of Directors of the PUD is required to file in its annual report to the California Debt and Investment Advisory Commission pursuant to the provisions of the Mello-Roos Community Facilities Act of 1982, as amended; and (viii) such further information, if any, as may be necessary to make the statements specifically required pursuant to this Section 4(b), in the light of the circumstances under which they are made, not misleading. Any or all of the items above may be included by specific reference to other documents, including official statements of debt issues of the District or related public entities, 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 Municipal Securities Rulemaking Board. The District shall clearly identify each such other document so included by reference. Neither the Trustee nor the Dissemination Agent shall have any responsibility for the content of the Annual Report, or any part thereof. Section 5. Reporting of Significant Events (a) Pursuant to the provisions of this Section 5, the District shall give, or cause to be given, notice of the occurrence of any of the following events with respect to the Bonds, if material: 1. Principal and interest payment delinquencies. 2. Non-payment related defaults. 3. Unscheduled draws on debt service reserves reflecting financial difficulties. 4. Unscheduled draws on credit enhancements reflecting financial difficulties. 5. Substitution of credit or liquidity providers, or their failure to perform. 6. Adverse tax opinions or events affecting the tax-exempt status of the security. 7. Modifications to rights of security holders. 8. Bond calls. 9. Defeasances. 10. Release, substitution or sale of property securing repayment of the Bonds. 11. Rating changes. (b) The Dissemination Agent shall, within three (3) business days of obtaining actual knowledge of the occurrence of any of the Listed Events, contact the District, inform such person of the event, and request that the District promptly notify the Dissemination Agent in writing 4 "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. "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 (a) The District shall provide, or shall cause the Dissemination Agent to provide, to each Repository an Annual Report which is consistent with the requirements of Section 4 of this Disclosure Agreement by not later than six months after the end of the District's fiscal year in each year, commencing not later than January 1, 2005. Not later than fifteen (15) Business Days prior to said date, the District shall provide the Annual Report to the Dissemination Agent (if other than the District). The Annual Report may be submitted as a single document or as separate documents comprising a package, and may include by reference other information as provided in Section 4 of this Disclosure Agreement; provided that the financial information on the District called for in the Annual Report 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 not available by that date. If the District's fiscal year changes, the District, upon becoming aware of such change, shall give notice of such change in the same manner as for a Listed Event under Section 5(c). (b) If by fifteen (15) Business Days prior to the date specified in subsection (a) for providing the Annual Report to the Repositories, the Dissemination Agent has not received a copy of the Annual Report, the Dissemination Agent shall contact the District to determine if the District is in compliance with subsection (a). (c) If the Trustee is unable to verify that an Annual Report has been provided to the Repositories by the date required in subsection (a), the Dissemination Agent shall send a notice to each Repository in substantially the form attached as Exhibit A. (d) The Dissemination Agent shall, unless the District has done so pursuant to Section 3(a) above: (i) determine the name and address of each National Repository and each State Repository, if any, each year prior to the date for providing the Annual Report; and (ii) if the Dissemination Agent is other than the District or the Trustee, file a report with the District certifying that the Annual Report has been provided pursuant to this Disclosure Agreement, stating the date it was provided and listing all the Repositories to which it was provided. 2 V� c PRELIMINARY OFFICIAL STATEMENT DATED AUG ST 19,2004 o 0 o y NEW ISSUE-BOOK-ENTRY-ONLY NO RATING In the opinion of Stradling Yocca Carlson & Rauth, a Professional Corporation, Newport Beach, California ("Bond Counsel'), under existing statutes, regulations, rulings and judicial decisions, and assuming certain representations and compliance with certain a� >; covenants and requirements described herein, interest (and on final issue discount) on the Bonds is excluded from gross income for federal income tax purposes and is not an item of tax preferenceor puposes of calculating the federal alternative minimum tax imposed CZ a) ° 9 on individuals and coiporations. In the further opinion o Bon Counsel, interest(and original issue discount)on the Bonds is exempt 4- from State of California personal income tax and the difference erence between the issue price of a Bond(the first price at which a substantial 0 amount of the Bonds of a maturity is to be sold to the ublic) and the slated redemption price at maturity with respect to the Bond 0 3 constitutes original issue discount. See "TAX MATTERS"herein with respect to tax consequences relating to the Bonds. W $15,4609000* o TRUCKEE DONNER PUBLIC UTILITY DISTRICT 0 COMMUNITY FACILITIES DISTRICT NO.04-1 (GRAY'S CROSSING) o SPECIAL TAX BONDS,SERIES 2004 Dated:Date of Delivery Due: September 1,as shown on the inside page o The Truckee Donner Public Utility District Community Facilities District No. 04-1 (Gray's Crossing) Special Tax Bonds, o ao Series 2004 (the "Bonds")are being issued and delivered to finance various public improvements needed to develop property located o within Community Facilities District No. 04-1 (Gray's Crossing) (the "District"). The District has been formed by Truckee Donner UC ° o Public Utility District("TDPUD")and is located in the Town of Truckee(the"Town"),County of Nevada,California. a, The Bonds are authorized to be issued pursuant to the Mello-Roos Community Facilities Act of 1982, as amended r- o 7�8 (Sections 53311 et seg.of the Government Code of the State of California),and pursuant to a Trust Indenture,dated as of September 1, CZ R = 2004(the"Indenture"),by and between the District and BNY Western Trust Company,as trustee(the"Trustee"). The Bonds are special obligations of the District and are payable solely from revenues derived from certain annual Special Taxes (as defined herein) to be :t= Cr levied on and collected from the owners of the taxable land within the District and from certain other funds pledged under the Indenture, oall as further described herein. The Special Taxes are to be levied according to the rate and method of apportionment approved by the ° '~ Board of Directors of TDPUD and the qualified electors within the District. See "SOURCES OF PAYMENT FOR THE BONDS— c b Special Taxes." The Board of Directors of TDPUD is the legislative body of the District. .� Ju 4u The Bonds are issuable in fully registered form and when issued will be registered in the name of Cede&Co.,as nominee of 5 ° The Depository Trust Company,New York,New York("DTC"). Individual purchases may be made in principal amounts of$5,000 and ointegral multiples thereof and will be in book-entry form only. Purchasers of Bonds will not receive certificates representing their E ¢ beneficial ownership of the Bonds but will receive credit balances on the books of their respective nominees. The Bonds will not be w transferable or exchangeable except for transfer to another nominee of DTC or as otherwise described herein. Interest on the Bonds will 3 be payable on March 1,2005 and semiannually thereafter on each March l and September 1. Principal of and interest on the Bonds will d be paid by the Trustee to DTC for subsequent disbursement to DTC Participants who are obligated to remit such payments to the " beneficial owners of the Bonds. See"THE BONDS-Description of the Bonds"and"-Book-Entry-Only System"herein. ° ' -� Neither the faith and credit nor the taxing power of TDPUD, the County of Nevada, the State of California or any political Fot c subdivision thereof is pledged to the payment of the Bonds. Except for the Special Taxes, no other taxes are pledged to the payment of o .c 3 the Bonds. The Bonds are special tax obligations of the District payable solely from amounts derived from certain annual Special Taxes " o " (as defined herein)and other amounts held under the Indenture as more fully described herein. The Bonds are subject to optional redemption,special mandatory redemption and mandatory sinking fund redemption prior to �— i maturity as set forth herein. See"THE BONDS-Redemption"herein. r CERTAIN EVENTS COULD AFFECT THE ABILITY OF THE DISTRICT TO PAY THE PRINCIPAL OF AND INTEREST ON THE BONDS WHEN DUE. THE PURCHASE OF THE BONDS INVOLVES SIGNIFICANT RISKS, AND 'o THE BONDS ARE NOT SUITABLE INVESTMENTS FOR ALL INVESTORS. SEE THE SECTION OF THIS OFFICIAL rASTATEMENT ENTITLED "SPECIAL RISK FACTORS" FOR A DISCUSSION OF CERTAIN RISK FACTORS THAT �. SHOULD BE CONSIDERED,IN ADDITION TO THE OTHER MATTERS SET FORTH HEREIN,IN EVALUATING THE INVESTMENT QUALITY OF THE BONDS. o This cover page contains certain information for general reference only. It is not intended to be a summary of the security or terms of this issue. Investors are advised to read the entire Official Statement to obtain information essential to the making of an o informed investment decision. 0 3 MATURITY SCHEDULE � b (See Inside Cover Page) Ts '5 9 > ._ The Bonds are offered when, as and if issued and accepted by the Underwriter, subject to approval as to their legality by Stradling Yocca Carlson & Rauth, a Professional Corporation, Bond Counsel, and subject to certain other conditions. Certain legal matters will be passed on for TDPUD and the District by Dennis W. De Cuir, A Law Corporation, Roseville, California, for the F Developer by its counsel Hefner, Stark & Marois LLP, Sacramento, California, and for the Underwriter by its counsel Nossaman, Guthner,Knox&Elliot LLP,Irvine,California. It is anticipated that the Bonds in book-entry form will be available for delivery to DTC co 0 4 rA in New York,New York,on or about September 8,2004. �. UBS FINANCIAL SERVICES INC. O c E Dated: ,2004 *Preliminary,subject to change. a E a� DOCSSF/45753v7/22925-0010 TRUCKEE DONNER PUBLIC UTILITIES DISTRICT BOARD OF DIRECTORS Joseph R.Aguera J. Ron Hemig James A.Maass Patricia S. Sutton Nelson Van Gundy DISTRICT STAFF Peter L. Holzmeister,General Manager Stephen Hollabaugh,Assistant General Manager and Electric Utility Manager Raymond Edward Taylor,Water Utility Manager Mary Chapman,Administrative Services Manager and Treasurer BOND COUNSEL Stradling Yocca Carlson &Rauth,a Professional Corporation Newport Beach,California FINANCIAL ADVISOR TO THE DISTRICT Fieldman Rolapp&Associates Irvine,California SPECIAL TAX CONSULTANT MuniFinancial Temecula,California REAL ESTATE APPRAISER Brown,Chudleigh, Schuler,Donaldson&Associates Park City,Utah TRUSTEE BNY Western Trust Company San Francisco,California DOCSSF/45753v7/22925-0010 TABLE OF CONTENTS r Page INTRODUCTION................................................................................................................................................I General...........................................................................................................................................................I ForwardLooking Statements.........................................................................................................................I TheDistrict.....................................................................................................................................................2 Sources of Payment for the Bonds.................................................................................................................3 Descriptionof the Bonds................................................................................................................................4 TaxMatters....................................................................................................................................................4 Professionals Involved in the Offering...........................................................................................................4 ContinuingDisclosure....................................................................................................................................5 BondOwners' Risks.......................................................................................................................................5 OtherInformation...........................................................................................................................................5 ESTIMATED SOURCES AND USES OF FUNDS.............................................................................................6 THEBONDS........................................................................................................................................................7 GeneralProvisions.........................................................................................................................................7 Redemption....................................................................................................................................................7 Book-Entry-Only System...............................................................................................................................8 Debt Service Schedule for the Bonds...........................................................................................................I I SOURCES OF PAYMENT FOR THE BONDS................................................................................................12 GeneralProvisions.......................................................................................................................................12 SpecialTaxes................................................................................................................................................12 Special Tax Fund........................................... 13 ............................................................................................... Principal Account and Interest Account.......................................................................................................13 Reserve Account 13 Administrative Expense Account.................................................................................................................14 Acquisition and Construction Fund..................................................... 14 ......................................................... Proceeds of Foreclosure Sales......................................................................................................................15 Reduction of Maximum Special Taxes........................................................................................................15 ParityBonds.................................................................................................................................................16 LimitedObligation.......................................................................................................................................18 THE COMMUNITY FACILITIES DISTRICT..................................................................................................20 General Description of the District..............................................................................................................20 Description of Authorized Facilities............................................................................................................20 Taxpayers.....................................................................................................................................................20 Estimated Direct and Overlapping Indebtedness .........................................................................................20 ExpectedTax Burden...................................................................................................................................22 Estimated Value-to-Lien Ratios...................................................................................................................23 THE DEVELOPMENT AND PROPERTY OWNERSHIP...............................................................................24 TheDeveloper..............................................................................................................................................24 DevelopmentPlan........................................................................................................................................26 Environmental Compliance..........................................................................................................................31 DevelopmentAgreement..............................................................................................................................31 Appraisal......................................................................................................................................................31 SPECIALRISK FACTORS ...............................................................................................................................32 Concentrationof Ownership........................................................................................................................32 Limited Obligations............................................... 32 ....................................................................................... Insufficiency of Special Taxes.....................................................................................................................33 TaxDelinquencies........................................................................................................................................33 Failure to Develop Properties................................................... Future Land Use Regulations and Growth Control Initiatives.....................................................................34 1 DOCSSF/45753v7/22925-0010 4 'a [REGION MAP] DOCSSF/45753v7/22925-0010 $15,460,000* TRUCKEE DONNER PUBLIC UTILITY DISTRICT COMMUNITY FACILITIES DISTRICT NO. 04-1 (GRAY'S CROSSING) SPECIAL TAX BONDS, SERIES 2004 INTRODUCTION General This introduction is not a summary of this Official Statement. It is only a brief description of and guide to, and is qualified by, more complete and detailed information contained in the entire Official Statement and the documents summarized or described herein. A full review should be made of the entire Official Statement. The sale and delivery of Bonds (as defined below) to potential investors is made only by means of the entire Official Statement. All capitalized terms used in this Official Statement and not defined shall have the meanings set forth in Appendix D - "SUMMARY OF INDENTURE—Definitions." The purpose of this Official Statement, which includes the cover page, the table of contents and the attached appendices (collectively, the "Official Statement"), is to provide certain information concerning the issuance of the $15,460,000* Truckee Donner Public Utility District Community Facilities District No. 04-1 (Gray's Crossing) Special Tax Bonds, Series 2004 (the"Bonds"). The proceeds of the Bonds will be used to construct and acquire various public improvements needed with respect to the proposed development within Truckee Donner Public Utility District Community Facilities District No. 04-1 (Gray's Crossing) (the "District"), to fund the Reserve Account securing the Bonds,to fund capitalized interest on the Bonds and to pay costs of issuance of the Bonds. The Bonds are authorized to be issued pursuant to Mello-Roos Community Facilities Act of 1982, as amended (Sections 53311 et. seq. of the Government Code of the State of California) (the "Act") and a Trust Indenture (the "Indenture"), dated as of September 1, 2004, by and between the District and BNY Western Trust Company (the "Trustee"). The Bonds are secured under the Indenture by a pledge of and lien upon Net Taxes (as defined herein) and all moneys in the funds and accounts under the Indenture other than the Rebate Fund and the Administrative Expense Account. For-svard Looking Statements Certain statements included or incorporated by reference in this Official Statement constitute"forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995, Section 21E of the United States Securities Exchange Act of 1934, as amended, and Section 27A of the United States Securities Act of 1933, as amended. Such statements are generally identifiable by the terminology used such as "plan," "expect," "estimate,""project,""budget"or other similar words. Such forward-looking statements include,but are not limited to, certain statements contained in the inforination under the caption "THE COMMUNITY FACILITIES DISTRICT"and "THE DEVELOPMENT AND PROPERTY OWNERSHIP." THE ACHIEVEMENT OF CERTAIN RESULTS OR OTHER EXPECTATIONS CONTAINED IN SUCH FORWARD-LOOKING STATEMENTS INVOLVE KNOWN.AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS WHICH MAY CAUSE ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS DESCRIBED TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. THE DISTRICT DOES NOT PLAN TO ISSUE ANY UPDATES OR REVISIONS TO THE FORWARD-LOOKING STATEMENTS SET FORTH IN THIS OFFICIAL STATEMENT. Preliminary,subject to change. 1 DOCSSF/45753v7/22925-0010 Development Status. Mass grading of roadways and utility infrastructure construction in connection with the 101 single family lots of phase 1 is underway. Such development commenced July 15, 2004 and is expected to be completed by November 30, 2004. To date, the Developer has received 515 non-binding reservations for the 101 lots within phase 1. Reservation holders will be entered into a lottery for first opportunities to purchase lots when formal sales activity begins in October 2004. The Developer expects to close initial phase 1 lot sales by the end of 2004. Construction activities in connection with the 89 freestanding single family cottages of phase 1 is anticipated to begin in the spring of 2005 with sales to commence shortly thereafter. Development of the commercial property and phase 2 single family lots is also expected to begin in 2005. Appraisal. Brown, Chudleigh, Schuler, Donaldson and Associates, Park City, Utah (the "Appraiser"), has conducted an appraisal (the "Appraisal") of the land within the District and has concluded,based upon the assumptions and limiting conditions contained in the Appraisal, that, as of July 28, 2004, the value of land within the District that is subject to the Special Tax levy was $90,100,000. The Appraisal allocates $68.9 million of the total value to the residential land in the District, $15.5 million to the golf course and $5.7 million to the commercial property. See"THE DEVELOPMENT AND PROPERTY OWNERSHIP-Appraisal"and APPENDIX B-"COMPLETE APPRAISAL." Sources of Payment for the Bonds Net Taxes. Under the Indenture, the District has pledged to repay the Bonds from the Net Taxes and amounts on deposit in the certain funds and accounts established under the Indenture other than the Rebate Fund and the Administrative Expense Account. The Net Taxes are the primary security for the repayment of the Bonds. In the event that the Net Taxes are not paid when due,the only sources of funds available to pay the debt service on the Bonds are certain amounts held by the Trustee,including amounts held in the Reserve Fund. See "SOURCES OF PAYMENT FOR THE BONDS—Reserve Fund." Foreclosure Proceeds. The District has covenanted for the benefit of the owners of the Bonds that it (i) will commence judicial foreclosure proceedings against all parcels owned by a property owner where the aggregate delinquent Special Taxes on such parcels is greater than $7,500 by the October 1 following the close of each Fiscal Year in which such Special Taxes were due and (ii)will commence judicial foreclosure proceedings against all parcels with delinquent Special Taxes by the October 1 following the close of each Fiscal Year in which it receives Special Taxes in an amount which is less than 95% of the total Special Tax levied for such Fiscal Year, and (iii)will diligently pursue such foreclosure proceedings until the delinquent Special Taxes are paid; provided that, notwithstanding the foregoing, the District may elect to defer foreclosure proceedings on any parcel which is owned by a delinquent property owner whose property is not, in the aggregate, delinquent in the payment of Special Taxes for a period of three years or more or in an amount in excess of$12,000 so long as (1) the amount in the Reserve Account of the Special Tax Fund is at least equal to the Reserve Requirement, and (2) the District is not in default in the payment of the principal of or interest on the Bonds. The District may,but shall not be obligated to, advance funds from any source of legally available funds in order to maintain the Reserve Account of the Special Tax Fund at the Reserve Requirement or to avoid a default in payment on the Bonds. See "SOURCES OF PAYMENT FOR THE BONDS — Proceeds of Foreclosure Sales" herein." There is no assurance that the property within the District can be sold for the appraised value or assessed values described herein, or for a price sufficient to pay the principal of and interest on the Bonds in the event of a default in payment of Special Taxes by the current or future landowners within the District. See "SPECIAL RISK FACTORS—Land Values"and APPENDIX B -"COMPLETE APPRAISAL"herein. EXCEPT FOR THE SPECIAL TAXES, NO OTHER TAXES ARE PLEDGED TO THE PAYMENT OF THE BONDS. THE BONDS ARE NOT GENERAL OR SPECIAL OBLIGATIONS OF TDPUD NOR GENERAL OBLIGATIONS OF THE DISTRICT, BUT ARE SPECIAL OBLIGATIONS OF THE DISTRICT . PAYABLE SOLELY FROM NET TAXES AND AMOUNTS HELD UNDER THE INDENTURE AS MORE FULLY DESCRIBED HEREIN. 3 DOCSSF/45753v7/22925-0010 Continuing Disclosure The District and the Developer have agreed to provide, or cause to be provided, to each nationally recognized municipal securities information repository and any public or private repository or entity designated by the State as a state repository for purposes of Rule 15c2-12(b)(5)adopted by the Securities and Exchange Commission certain annual financial information and operating data. The District has further agreed to provide notice of certain material events. These covenants have been made in order to assist the Underwriter in complying with Rule 15c2-12(b)(5). See "CONTINUING DISCLOSURE" herein, APPENDIX E and APPENDIX F hereto for a description of the specific nature of the annual reports to be filed by the District, the annual and semi-annual reports to be filed by the Developer, and notices of material events to be provided by the District. Bond Owners'Risks Certain events could affect the timely repayment of the principal of and interest on the Bonds when due. See the section of this Official Statement entitled "SPECIAL RISK FACTORS" for a discussion of certain factors which should be considered, in addition to other matters set forth herein, in evaluating an investment in the Bonds. The Bonds are not rated by any nationally recognized rating agency. The purchase of the Bonds involves significant risks, and the Bonds are not suitable investments for all investors. See"SPECIAL RISK FACTORS"herein. Other Information This Official Statement speaks only as of its date, and the information contained herein is subject to change. Brief descriptions of the Bonds and the Indenture are included in this Official Statement. Such descriptions and information do not purport to be comprehensive or definitive. All references herein to the Indenture, the Bonds and the constitution and laws of the State as well as the proceedings of the Board of Directors, acting as the legislative body of the District, are qualified in their entirety by references to such documents, laws and proceedings, and with respect to the Bonds, by reference to the Indenture. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Indenture. Copies of the Indenture, the Continuing Disclosure Agreements and other docwments and information referred to herein are available for inspection and (upon request and payment to TDPUD of a charge for copying, mailing and handling)for delivery from TDPUD at P.O. Box 309,Truckee,CA 96160,Attention: Secretary. 5 DOCSSF/45753v7/22925-0010 THE BONDS General Provisions The Bonds will be dated their date of delivery and will be issued in the aggregate principal amount of $15,460,000*. The Bonds will bear interest from their dated date at the rates per annum set forth on the inside cover page hereof, payable semiannually on each March 1 and September 1, commencing March 1, 2005 (individually, an "Interest Payment Date"), and will mature in the amounts and on the dates set forth on the inside cover page hereof. Interest on the Bonds will be computed on the basis of a 360-day year consisting of twelve 30 day months. The Bonds will be issued in fully registered form in denominations of$5,000 or any integral multiple thereof. Principal of and interest on the Bonds are payable in lawful money of the United States of America. Interest is payable by check of the Trustee mailed to the registered owners appearing on the registration books of the Trustee as of the close of business on the fifteenth day of the month next preceding each Interest Payment Date. Principal and any premium on the Bonds are payable upon surrender of the Bonds at the Principal Office of the Trustee. The Bonds, when issued, will be registered initially in the name of Cede & Co., as registered owner and nominee of DTC. So long as DTC, or Cede & Co., as nominee, is the registered owner of all the Bonds,principal and interest payments on the Bonds will be made directly to DTC, and disbursement of such payments to the DTC Participants (defined below) will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners (defined below) will be the responsibility of the DTC Participants, as more fully described under "—Book- Entry-Only System." Redemption Mandatory Prepayment Redemption*. All of the Bonds are subject to redemption prior to their stated maturities on any Interest Payment Date fi-om the proceeds of prepayments of Special Taxes, in whole or in part (in integral multiples of$5,000), at a redemption price (expressed as a percentage of the principal amount of the Bonds or portions thereof to be redeemed) as set forth below, together with accrued interest thereon to the date fixed for redemption: Redemption Dates Redemption Prices Through March 1,20— % September 1,20 and March 1,20— September 1,20 and March 1, 20_ September 1,20_and thereafter Optional Redemption*. The Bonds maturing on or after September 1,20—, are subject to optional redemption, from sources of funds other than prepayments of the Special Tax prior to their stated maturity as a whole,or in part(in integral multiples of$5,000) in order of maturity selected by the District and by lot within a maturity, on any Interest Payment Date on or after September 1, 20—, at a redemption price (expressed as a percentage of the principal amount of the Bonds or portions thereof to be redeemed) as set forth below, together with accrued interest thereon to the date fixed for redemption: *Preliminary,subject to change. 7 DOCSSF/45753v7/22925-0010 DTC is a limited-purpose trust company organized under the New York Banking Law, a "banking organization"within the meaning of the New York Banking Law,a member of the Federal Reserve System,a"clearing corporation" within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds securities that its participants ("Direct Participants") deposit with DTC. DTC also facilitates the settlement among Direct Participants of securities transactions, such as transfers and pledges, in deposited securities through electronic computerized book- entry changes in Direct Participants' accounts, thereby eliminating the need for physical movement of securities certificates. Direct Participants include securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is owned by a number of its Direct Participants and by the New York Stock Exchange, Inc.,the American Stock Exchange, Inc., and the National Association of Securities Dealers, Inc. Access to the DTC system is also available to others such as securities brokers and dealers, banks, and trust companies that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly ("Indirect Participants"). The Rules applicable to DTC and its Direct and Indirect Participants are on file with the Securities and Exchange Commission. Purchases of Bonds under the DTC system must be made by or through Direct Participants,which will receive credit for the Bonds on DTC's records. The ownership interest of each actual purchaser of each Bond (`Beneficial Owner") is in turn to be recorded on the Direct and Indirect Participants' records. Beneficial Owners will not receive written confirmation from DTC of their purchase,but Beneficial Owners are expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Bonds are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in Bonds, except in the event that use of the book-entry system for the Bonds is discontinued. To facilitate subsequent transfers, all Bonds deposited by Direct Participants with DTC are registered in the name of DTC's partnership nominee, Cede & Co. or such other name as may be requested by an authorized representative of DTC. The deposit of Bonds with DTC and their registration in the name of Cede &Co. or such other nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct or Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of Bonds may wish to take certain steps to augment transmission to them of notices of significant events with respect to the Bonds, such as redemptions, tenders, defaults, and proposed amendments to the security docu vents. Beneficial Owners of Bonds may wish to ascertain that the nominee holding the Bonds for their benefit has agreed to obtain and transmit notices to Beneficial Owners, or in the alternative, Beneficial Owners may wish to provide their names and addresses to the registrar and request that copies of the notices be provided directly to them. Redemption notices shall be sent to Cede & Co. If less than all of the Bonds within a maturity are being redeemed, DTC's practice is to determine by lot the amount of the interest of each Direct Participant in such maturity to be redeemed. Neither DTC nor Cede & Co. (nor such other DTC nominee) will consent or vote with respect to the Bonds. Under its usual procedures,DTC mails an Omnibus Proxy to the District as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to those Direct Participants to whose accounts the Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy). 9 DOCSSF/45753v7/22925-0010 Debt Service Schedule for the Bonds The table below sets forth the annual debt service requirements on the Bonds. If the maximum Special Tax levy allowed under the Rate and Method was collected in fiscal year 2005-06, resulting Net Taxes would produce 230%debt service coverage on the Bonds for such fiscal year. Period Ending (September l) Principal Interest Debt Service TOTALS *Preliminary, subject to change. 11 DOCSSF/45753v7/22925-0010 Although the Special Tax %vill constitute a lien on the taxed parcels of land within the District, the Special Tax does not constitute a personal indebtedness of the ow°ners of property within the District. There is no assurance that the property o,%vners vi-ill be financially able to pay the annual Special Tax or that they will pay such taxes even if financially able to do so. See "SPECIAL RISK FACTORS" herein. Special Tax Fund The Trustee shall, on each date on which the Special Taxes are received from the TDPUD or the District, deposit the Special Taxes in the Special Tax Fund to be held by the Trustee, provided that any Prepayment shall be deposited in the funds and accounts (and in the respective amounts) specified in the certificate of the Special Tax Administrator delivered to the Trustee in connection with the delivery of the Prepayment to the Trustee. The Trustee shall transfer the amounts on deposit in the Special Tax Fund on the dates and in the amounts set forth in the Indenture, in the following order of priority,to: (a) The Administrative Expense Account, (b) The Interest Account, (c) The Principal Account, (d) The Redemption Account, (e) The Reserve Account, (f) The Rebate Fund,and (g) The Surplus Fund. Principal Account and Interest Account The principal of and interest due on the Bonds until maturity, other than principal due upon redemption, shall be paid by the Trustee from the Principal Account and the Interest Account, respectively. The Trustee shall make the required transfers from the Special Tax Fund on each Interest Payment Date first to the Interest Account and then to the Principal Account;provided that if amounts in the Special Tax Fund are inadequate then any deficiency shall be made up by an immediate transfer from the Reserve Account. In addition to the transfers to the Interest Account and Principal Account described above, the Trustee shall also transfer thereto such portions of a Prepayment as may be directed in the certificate of the Special Tax Administrator delivered to the Trustee in connection with the Prepayment. Reserve Account There shall be maintained in the Reserve Account an amount equal to the Reserve Requirement. The amounts in the Reserve Account shall be applied as follows: (a) Moneys in the Reserve Account shall be used solely for the purpose of(i) paying the principal of, including Sinking Fund Payments, and interest on any Bonds when due in the event that the moneys in the Interest Account and the Principal Account are insufficient therefor, (ii)making any required transfer to the Rebate Fund upon written direction from the District, and(iii)making any required transfer to the Prepayment Account. If the amounts in the Interest Account or the Principal Account are insufficient to pay the principal of,including Sinking Fund Payments, or interest on any Bonds when due, or amounts in the Special Tax Fund are insufficient to make transfers to the Rebate 13 DOCSSF/45753v7/22925-0010 Proceeds of Foreclosure Sales A potential source of funds to pay debt service on the Bonds is the proceeds received following a judicial foreclosure sale of land within the District resulting from the landowner's failure to pay the Special Tax when due. Pursuant to the Act, in the event of any delinquency in the payment of any Special Tax levied, the District may order the institution of a Superior Court action to foreclose the lien securing such unpaid Special Tax within specified time limits. In such an action,the real property subject to the unpaid Special Tax may be sold at a judicial foreclosure sale. Under the Act, the commencement of judicial foreclosure following the nonpayment of a Special Tax is not mandatory. However, the District has covenanted for the benefit of the Owners of the Bonds that it (i)will commence judicial foreclosure proceedings against all parcels owned by a property owner where the aggregate delinquent Special Taxes on such parcels is greater than $7,500 by the October 1 following the close of each Fiscal Year in which such Special Taxes were due and (ii) will commence judicial foreclosure proceedings against all parcels with delinquent Special Taxes by the October I following the close of each Fiscal Year in which it receives Special Taxes in an amount which is less than 95% of the total Special Tax levied for such Fiscal Year, and (iii) will diligently pursue such foreclosure proceedings until the delinquent Special Taxes are paid; provided that, notwithstanding the foregoing, the District may elect to defer foreclosure proceedings on any parcel which is owned by a delinquent property owner whose property is not, in the aggregate, delinquent in the payment of Special Taxes for a period of three years or more or in an amount in excess of$12,000 so long as (1) the amount in the Reserve Account of the Special Tax Fund is at least equal to the Reserve Requirement, and (2) the District is not in default in the payment of the principal of or interest on the Bonds. The District may, but shall not be obligated to, advance funds from any source of legally available funds in order to maintain the Reserve Account of the Special Tax Fund at the Reserve Requirement or to avoid a default in payment on the Bonds. The District covenanted that it will deposit the proceeds of any foreclosure which constitute Net Taxes in the Special Tax Fund. The District will not, in collecting the Special Taxes or in processing any such judicial foreclosure proceedings, exercise any authority which it has pursuant to the California Government Code in any manner which would materially and adversely affect the interests of the Bondowners and, in particular, will not permit the tender of Bonds in full or partial payment of any Special Taxes except upon receipt of a certificate of an Independent Financial Consultant that to accept such tender will not result in a reduction in the maximum Special Taxes that may be levied on the taxable property within the District in any Fiscal Year to an amount less than the sum of 110% of Annual Debt Service in the Bond Year ending on the September I following the end of such Fiscal Year plus the estimated Administrative Expenses for such Bond Year. No assurances can be given that the real property subject to foreclosure and sale at a judicial foreclosure sale for nonpayment of the Special Tax ivill be sold or, if sold, that the proceeds of such sale will be sufficient to pay any delinquent Special Tax installment. Reduction of;Maximum Special Taxes Pursuant to the Indenture, the District found and determined that,historically, delinquencies in the payment of special taxes authorized pursuant to the Act in community facilities districts in California have from time to time been at levels requiring the levy of special taxes at the maximum authorized rates in order to make timely payment of principal of and interest on the outstanding indebtedness of such community facilities districts. For this reason, the District also determined that a reduction in the Maximum Special Tax authorized to be levied on parcels in the District below the levels provided in the Indenture would interfere with the timely retirement of the Bonds. The District determined it to be necessary in order to preserve the security for the Bonds to covenant, and, to the maximum extent that the law permits it to do so, the District covenants that it will take no action that would discontinue or cause the discontinuance of the Special Tax levy or the District's authority to levy the Special Tax, including the initiation of proceedings to reduce the Maximum Special Tax rates for the District, unless, in connection therewith, (a) the District 15 DOCSSF/45753v7/22925-0010 (vi) The amount and due date of each mandatory Sinking Fund Payment, if any, for such Parity Bonds and the redemption provisions for such Parity Bonds; (vii) The arnount, if any, to be deposited from the proceeds of such Parity Bonds in the Reserve Account of the Special Tax Fund to increase the amount therein to the Reserve Requirement; (viii) The form of such Parity Bonds;and (ix) Such other provisions as are necessary or appropriate and not inconsistent with the Indenture. (c) The Trustee shall have received the following documents or money or securities, all of such documents dated or certified, as the case may be, as of the date of delivery of such Parity Bonds to the Trustee (unless the Trustee shall be directed by the District to accept any of such documents bearing a prior date): (i) A certified copy of the Supplemental Indenture authorizing the issuance of such Parity Bonds; (ii) A written request of the District as to the delivery of such Parity Bonds; (iii) An opinion of Bond Counsel to the effect that (a) the District has the right and power under the Act to adopt the Indenture and the Supplemental Indentures relating to such Parity Bonds, and the Indenture and all such Supplemental Indentures have been duly and lawfully adopted by the District, are in full force and effect and are valid and binding upon the District and enforceable in accordance with their terms (except as enforcement may be limited by bankruptcy, insolvency, reorganization and other similar laws relating to the enforcement of creditors' rights); (b) the Indenture creates the valid pledge which it purports to create of the Net Taxes and other amounts as provided in the Indenture, subject to the application thereof to the purposes and on the conditions permitted by the Indenture; and (c) such Parity Bonds are valid and binding limited obligations of the District,enforceable in accordance "A"ith their terms (except as enforcement may be limited by bankruptcy, insolvency, reorganization and other similar laws relating to the enforcement of creditors' rights) and the terns of the Indenture and all Supplemental Indentures thereto and entitled to the benefits of the Indenture and all such Supplemental Indentures, and such Parity Bonds have been duly and validly authorized and issued in accordance with the Act(or other applicable laws)and the Indenture and all such Supplemental Indentures; and a further opinion of Bond Counsel to the effect that,assuming compliance by the District with certain tax covenants, the issuance of the Parity Bonds will not adversely affect the exclusion from gross income for federal income tax purposes of interest on the Bonds and any Parity Bonds theretofore issued on a tax exempt basis, or the exemption from State of California personal income taxation of interest on any Outstanding Bonds and Parity Bonds theretofore issued; (iv) A certificate of the District containing such statements as may be reasonably necessary to show compliance with the requirements of the Indenture; (v) A certificate or certificates from the Special Tax Administrator and/or one or more Independent Financial Consultants which,when taken together,certify that: (A) The Maximum Special Taxes that may be levied in each Fiscal Year on property that is not then delinquent in the payment of any ad valorem taxes or any Special Taxes is not less than the sum of the Administrative Expense Cap plus 110%of the Annual Debt Service in the Bond Year that begins in such Fiscal Year; (B) The Value of Taxable Property is not less than four(4) times the sum of Direct Debt for Taxable Property plus Overlapping Debt for Taxable Property; (C) The Value of Developed Property is not less than four (4) times the sum of Direct Debt for Developed Property plus Overlapping Debt for Developed Property; 17 DOCS SF/45753v7/22925-0010 [DISTRICT MAP] 19 DOCSSF/45753v7/22925-0010 Statistics, Inc. Neither the District, TDPUD nor the Underwriter has independently verified the information in the Debt Report or guarantees its completeness or accuracy. TABLE 2 DIRECT AND OVERLAPPING LAND SECURED DEBT 2004-05 Local Secured Assessed Valuation: $15,002,010 DIRECT AND OVERLAPPING TAX AND ASSESSMENT DEBT: %Applicable(t) Debt 9/1/04 Tahoe-Truckee Joint Unified School District 0.222% $ 26,936 Tahoe-Truckee Joint Unified School District School Facilities Improvement District No. 1 0.456 95,828 Truckee Donner Public Utility District Community Facilities District No.04-1 100. c2> TOTAL DIRECT AND OVERLAPPING TAX AND ASSESSMENT DEBT $122,764 OVERLAPPING GENERAL FUND OBLIGATION DEBT: Nevada County Certificates of Participation 0.207% $ 38,564 Nevada County Superintendent of Schools Certificates of Participation 0.207 559 Sierra Joint Community College District Certificates of Participation 0.045 1,919 Tahoe-Truckee Joint Unified School District Certificates of Participation 0.230 29,245 Town of Truckee General Fund Obligations 0.745 44,253 Truckee Donner Public Utility District Certificates of Participation 0.774 13.158 TOTAL OVERLAPPING GENERAL FUND OBLIGATION DEBT $127,698 COMBINED TOTAL DEBT $250,462 131 t't Based on 2003-04 ratios. (2) Excludes Bonds to be sold. (3) Excludes tax and revenue anticipation notes,enterprise revenue,mortgage revenue and tax allocation bonds and non-bonded capital lease obligations. Ratios to 2004-05 Assessed Valuation: DirectDebt.................................................................................... - % Total Direct and Overlapping Tax and Assessment Debt.................0.82% CombinedTotal Debt.......................................................................1.67% STATE SCHOOL BUILDING AID REPAYABLE AS OF 6/30/04: $0 Source: California Municipal Statistics Inc. 21 DOCSSF/45753v7/22925-0010 Estimated Value-to-Lien Ratios The value of the land within the District is significant because in the event of a delinquency in the payment of Special Taxes the District may foreclose only against delinquent parcels. Table 4 below estimates the appraised value-to-lien ratios for property in the District based on the principal amount of the Bonds. The assessed value of all land ,vithin the District (including land not subject to the Special Tax levy)for fiscal year 2004-2005 is $15,002,010. The estimated assessed value-to-lien ratio of the property within the District following the issuance of the Bonds based on the fiscal year 2004-2005 Assessor's roll is .97 to 1*. The appraised value of the land within the District as set forth in the Appraisal is $90,100,000. The estimated appraised value-to-lien ratios based upon the land values in the Appraisal as of July 28, 2004 is 5.83 to 1*. As set forth in Table 2 above, there is $122,764 of additional land-secured debt which is payable from taxes and assessments levied on property within the District which, if included in the estimated value-to-lien calculations,would lower the ratios somewhat from that stated above and from the ratios in Table 4 below. The District will provide updated assessed value-to-lien data in its Annual Report prepared pursuant to the Continuing Disclosure Agreement but will not update the appraised values or appraised value-to-lien estimates. TABLE 4 ESTIMATED APPRAISED VALUE-TO-LIED'RATIOS* Percent of Total Estimated Maximum Maximum Appraisal Value 2005-06 2005-06 Property Type Appraised Value Lien of Bonds* to Lien Ratio* Special Taxes Special Taxes Residential(') $68,900,000 $13,194,558 5.22 $1,757,475 85.3% Golf Course 15,500,000 1,501,536 10.32 200,000 9.7 Commercial 5,700.000 763,906 7.46 101,750 4.9 S,90,100,00 $15,460,000 5-M $2 059,22 ADA)% Source: Underwriter,MuniFinancial and Appraiser. (1)Includes the Lots,the Cottages,the Townhomes and the Lofts,as such terms are defined under"THE DEVELOPMENT AND PROPERTY OWNERSHIP—Development Plan." *Preliminary, subject to change. 23 DOCSSF/45753v7/22925-0010 Projects in Vicinity of District. East West Partners is currently managing the development of several additional projects in the vicinity surrounding the District. Old Greenwood, a destination resort community located in the Town, in currently under construction. When completed, Old Greenwood will include 99 single family lots, 74 fractional interest detached cabins, 72 fractional interest attached cottages and four whole ownership log-home style cabins. 93 of the 99 lots are closed with six more homesites currently under contract. To date, 135 fractional interest ownerships have been sold. On-site recreational amenities will include a Jack Nicklaus Signature Design 18-hole championship golf course and pro shop as well as a recreation pavilion featuring swim, tennis and fitness facilities. The Village-at-Northstar and Northstar Highlands,two resort communities to be developed by East West Partners are located approximately six miles north of Lake Tahoe at the North star-at-Tahoe ski resort. The Village-at-Northstar has 84 of 100 phase 1 condominiums under contract at an average sales price of$1.3 million. Northstar Highlands is currently in the entitlement process having received planning commission approval in October 2003. The Highlands environmental impact report is currently in its public comment phase. Upon completion, these communities will collectively consist of approximately 1,800 residential condorninium and town home units and approximately 125,000 square feet of commercial retail space. East West Partners is also developing several recreational facilities throughout the Lake Tahoe region which will be available on a membership basis to residents of various communities developed by East West Partners, including the residents of the District. Such facilities include Coyote Moon Golf Course in the Town and Wild Goose Restaurant located on the north shore of Lake Tahoe. See " — Development Plan — Tahoe Mountain Club." Key Staff of East West Partners. Key staff members of the Developer are discussed below. Blake L. Riva is a senior partner and former Chief Financial Officer of East West Partners providing management decision authority over the Gray's Crossing development and the other Lake Tahoe area projects being developed by East West Partners. Prior to joining East West Partners, Mr. Riva was controller for Seattle-based Lorig Associate, Inc. Mr. Riva holds a business degree from the University of Washington and has been a Certified Public Accountant. Rick McConn serves as the project manager for the Gray's Crossing development. Prior to joining East West Partners, Mr. McConn served as president of Brehon Investments, a Texas-based real estate and consulting company. Mr. McConn also served as president,COO and general counsel for RCS Investments of Dallas. Mr. McConn, an attorney,has an extensive background in finance and taxation and was formerly a tax principal with Arthur Young& Company. Mr.McConn has a degree in Business Administration with a major in accounting from Kansas State University. A. William Fiveash serves as the sales and marketing manager for all Tahoe Mountain Resorts projects including the Gray's Crossing development. Mr. Fiveash has served in several capacities with East West Partners including property management and real estate sales. His primary expertise is with fractional ownership projects such as the Hyatt Mountain Lodge in Beaver Creek, Colorado, and Main Street Station in Breckenridge, Colorado. Mr. Fiveash received a Masters of Business Administration with an emphasis of hospitality management and operation from the University of Denver and a dual Bachelor's degree in Business and Geography from Wittenberg University. Jeffrey E. Butterworth manages design and construction activities for the Gray's Crossing development. Prior to joining East West Partners, Mr. Butterworth was a project engineer for GE Johnson Construction Company in Beaver Creek, Colorado. He was involved with the development of McCoy Peak Lodge, Market Square, Vilar Center for the Arts, Villa Montane Tow homes, Villas at Beaver Creek and the Hyatt Mountain Lodge, all in Beaver Creek Colorado. Mr. Butterworth received a Bachelor's degree in Construction Management from Colorado State University. 25 DOCSSF/45753v7/22925-0010 Single Family Lots. The development at Gray's Crossing includes 408 single family home lots (the "Lots"). 165 of the Lots will be located along the fairways of the golf course in Gray's Crossing. See"—Golf Course and Other Recreational Amenities." Phase 1 will include 101 Lots in the western portion of the District. Such Lots will not be located along the golf course fairways. All necessary infrastructure with respect to the phase 1 Lots is expected to be in place by December 2004. The phase 1 Lots will average approximately 0.4 acres in size and are expected to have an average sales price of approximately $250,000. Lots in future phases will also average 0.4 acres in size with sales prices dependent on market conditions. Phases 2, 3, and 4 are expected to include 70, 91 and 146 Lots, respectively. Individual owners will be responsible for the financing and building of homes on the Lots but will be under no obligation to further develop their lots. Such owners will be offered membership in the Tahoe Mountain Club, as described below under"—Tahoe Mountain Club." Preliminary marketing activity with respect to the phase 1 lots has resulted in 515 reservation to date. Each reservation holder will be entered into a lottery for first opportunities to purchase phase 1 Lots when formal sales begin in October 2004. The Developer expects to have sold 101 phase 1 lots before the initial Special Tax levy in fiscal year 2005-06. Pursuant to the Rate and Method, all Lots will be subject to the levy of Special Taxes. Cottages. The District also is expected to include 89 freestanding single family cottages (the Cottages"). The cottage unit concept is designed to create more economic housing opportunity by efficiently using land area and reducing typical single family infrastructure by sharing common driveways and courtyards. The Cottages are estimated to average of 1,500 square feet in size site on a minimum lot area of 3,000 square feet. Both 1 and 2-story unit designs are envisioned. The Cottages will be clustered in groups of four to eight . units. All Cottages will be located in westem portion of the District and their development will be part of phase 1. Construction is expected to begin on the Cottages in the summer of 2005 with initial completions and sales shortly thereafter. The Developer anticipates all 89 Cottages to be sold by October 2006. Pursuant to the Rate and Method, 61 of the 89 Cottages will be subject to the levy of Special Taxes. 28 of the Cottages will be set aside as affordable housing and not subject to the Special Tax levy. Toivnhomes. There are a total of 115 attached townhome units (the "Townhomes")proposed for the District. The Townhomes will be located on the east side of the District and are intended to provide a medium density residential use. In design, the Townhomes will be two-story, four-plex buildings with two interior units and two end units. Two-bedroom, two-bath unit configurations are planned, with an average unit size of 1,800 square feet. The buildings will incorporate subterranean parking and trash storage to maximize open space. The Townhomes will be part of phases 2 and 3. Pursuant to the Rate and Method,the 107 of the 115 To-,N nhomes will be subject to the levy of Special Taxes. 8 of the Townhomes will be set aside as affordable housing and not subject to the Special Tax levy. Lofts. 21 loft units (the "Lofts") will be built as second level units above the retail/office space in the commercial area of the District. The Lofts will average 1,000 square feet with one bedroom and an open living/dining/kitchen area. Lofts will be built at the same time as the underlying commercial and retail space and should be completed in phases 2 and 3 (approximately 2006 to 2007). Pursuant to the Rate and Method,all Lofts will be subject to the levy of Special Taxes. -- Golf Course and Fitness Center. Gray's Crossing will feature the only Peter Jacobsen/Jim Hardy- designed 18-hole golf course in the Lake Tahoe area (the "Golf Course"). The Golf Course will be a full championship course with a length of over 7,000 yards. The Developer expects the Golf Course to be open for 27 DOCSSF/45753v7/22925-0010 hiking and biking trails connect the neighborhoods and also connect with the greater Truckee trail system. Gray's Camp will be a park/gathering place located at the top of The Bluffs (101 Lots in Phase 1). Prosser Camp is a similar gathering place to be located on the far east side of the project. The Community space described in this paragraph will not be subject to the Special Tax levy. Finance Plan. The full development of the property within the District requires the expenditure of substantial amounts. Table 6 below has been provided by the Developer to indicate its present projection of the sources and uses associated with the development of the District. There can be no assurance that the Developer will have timely access to the sources of funds (as shown in Table 6 below)which will be necessary to complete the proposed development. There can also be no assurance that there will be no substantial changes in the sources and uses of funds shown below. Table 6 reflects the Developer's current projections of costs associated with developing the property within the District. Many factors beyond the Developer's control, or a decision by the Developer to alter its current plans,may cause the Developer's actual sources and uses of funds to differ from the projections in Table 6. Table 6 is presented to show that expected revenues make the development proposed feasible and not to guarantee a particular cash flow to the Developer. 29 DOCSSF/45753v7/22925-0010 The projected sources and uses of funds in Table 6 has been prepared based upon assumptions of future sales revenues, development costs, operating costs, property taxes, public facilities financing and other items. The project's actual sources and uses of funds may vary from the table above. Therefore, there can be no assurance that the actual revenues will not be less than projected or occur later than projected by the Developer. To the extent that actual revenues are less than projected in Table 6 or are received more slowly than projected in Table 6, other needed financing mechanisms are not put into place or actual expenses are greater than or occur earlier than projected above, there could be a shortfall in the cash required to complete the development as projected above. Environmental Compliance The Town certified a Final Environmental Impact Report and associated Notice of Determination with respect to the property in the District. A Phase l Environmental Site Assessment (the "Assessment") with respect to property in the District was prepared by HK Holdrege & Kull in December 2000. The Assessment did not reveal evidence that incidents involving hazardous or potentially hazardous materials have impacted the District. The Developer is not aware of any threatened or endangered species on any property in or adjacent to the District. Development Agreement Development of the land within the District is subject to a Development Agreement, dated March 25, 2004) by and between the Town and the Developer (the "Development Agreement"). The Development Agreement sets forth the development standards that must be followed in connection with the building out of Gray's Crossing and vests development rights in the Developer. So long as the Developer is in compliance with its responsibilities under the Development Agreement, the Town's ability to change or add conditions to the development of Gray's Crossing, or restrict such development, is limited. The Appraisal summarizes certain portions of the Development Agreement. See "APPENDIX B—COMPLETE APPRAISAL." Appraisal The Appraiser valued the taxable property within the District primarily based upon a sales comparison approach to value and based upon a number of assumptions and limiting conditions contained in the Appraisal as set forth in APPENDIX B. Under the sales comparison approach to value, the Appraisal takes into account the development status of the land in the District, analyzes the market for similar properties and compares these properties to the properties in the District. The Appraiser is of the opinion that the aggregate "as is" value of the land within the District that is subject to the Special Tax levy as of July 28, 2004, assuming the completion of all improvements to be financed with proceeds of the Bonds was $90.1 million. The Appraisal allocates $68.9 million of the total value to the residential land to the District, $15.5 million to the Golf Course, and allocates the remaining $5.7 million to the commercial property. In arriving at its statement of value,the Appraiser also assumed that there are no hidden or unapparent conditions of the property or subsoil that render it more or less valuable, that all required licenses, certificates of occupancy or other legislative or administrative authorizations from governmental agencies or private entities or organizations have been or can be obtained, that no hazardous waste and/or toxic materials are located on the property within the District that would affect the development process, that the improvements to be funded with the Bonds are completed and that the proposed development is constructed in a timely manner with no adverse delays (i.e., construction will proceed as proposed with no limitations on development occurring). 31 DOCSSF/45753v7/22925-0010 Insufficiency of Special Taxes If for any reason property within the District becomes exempt from taxation by reason of ownership by a non-taxable entity such as the federal government, another public agency or a religious organization, subject to the limitations of the maximum authorized rates,the Special Tax will be reallocated to the remaining taxable properties within the District. This would result in the owners of such property paying a greater amount of the Special Tax and could have an adverse impact upon the ability and willingness of the owners of such property to pay the Special Tax when due. Moreover, if a substantial portion of land within the District became exempt from the Special Tax because of public ownership, or otherwise, the maximum Special Tax which could be levied upon the remaining property within the District might not be sufficient to pay principal of and interest on the Bonds when due and a default could occur with respect to the payment of such principal and interest. Tax Delinquencies Under provisions of the Act, the Special Taxes, from which funds necessary for the payment of principal of, and interest on, the Bonds are derived, are customarily billed to the properties within the District on the ad valorem property tax bills sent to owners of such properties. The Act currently provides that such Special Tax installments are due and payable, and bear the same penalties and interest for non-payment, as do ad valorem property tax installments. See "SOURCES OF PAYMENT FOR THE BONDS— Special Taxes," for a discussion of the provisions which apply, and procedures which the District is obligated to follow under the Indenture, in the event of delinquencies in the payment of Special Taxes. See "— Bankruptcy and Foreclosure"below, for a discussion of the policy of the Federal Deposit Insurance Corporation (the "FDIC") regarding the payment of special taxes and assessment and limitations on the District's ability to foreclosure on the lien of the Special Taxes in certain circumstances. Neither the Developer nor EWRDV is currently delinquent in the payment of any special taxes, property taxes or assessments and neither has any history of such delinquency since their formation. Failure to Develop Properties Undeveloped or partially developed land is inherently less valuable than developed land and provides less security to the Bondowners should it be necessary for the District to foreclose on the property due to the nonpayment of Special Taxes. The failure to complete development in the District as planned, or substantial delays in the completion of the development due to litigation or other causes may reduce the value of the property within the District and increase the length of time during which Special Taxes will be payable from undeveloped property, and may affect the willingness and ability of the owners of property within the District to pay the Special Taxes when due. Land development is subject to comprehensive federal, State and local regulations. Approval is required from various agencies in connection with the layout and design of developments, the nature and extent of improvements, construction activity, land use, zoning and health requirements, as well as numerous other matters. There is always the possibility that such approvals will not be obtained or, if obtained, will not be obtained on a timely basis. Failure to obtain any such agency approval or satisfy such governmental requirements would adversely affect planned land development. The Development Agreement,however,vests certain development rights in the Developer, subject to California law limiting such vesting rights, and restricts the Town from modifying development approvals, all as described under "THE DEVELOPMENT AND PROPERTY OWNERSHIP—Development Agreement." Finally, development of land is subject to economic considerations. 33 DOCSSF/45753v7/22925-0010 Endangered Species The Developer is not aware of any threatened or endangered species on property in or adjacent to the District. Any action by the State or federal governments to protect species located on or adjacent to the property within the District could negatively impact the ability of the owners of that land to complete development. This, in turn, could reduce the likelihood of timely payment of the Special Taxes levied against such that land and would likely reduce the value of such land and the potential revenues available at the foreclosure sale for delinquent Special Taxes. See"—Failure to Develop Land"above. Natural Disasters The District, like all California communities, may be subject to unpredictable seismic activity, fires, flood, or other natural disasters. In the event of a severe earthquake, fire, flood or other natural disaster,there may be significant damage to both property and infrastructure in the District. There are several faults in the vicinity of the District, including the Dog Valley Fault which was the source of an earthquake in 1966 measuring 6+ on the Richter scale. However, no faults in the area have been designated as Alquist-Priolo Special Study Zones, a designation used by the State to identify significant hazard zones along faults. The Developer has implemented an extensive Timber Harvest Management Plan as well as defensible space and fire prevention measures (also called a shaded fuel break) to lessen the possibility of a fire jumping to or from the development in Gray's Crossing. A natural disaster could result in a substantial portion of the property owners being unable or unwilling to pay the Special Taxes when due. In addition, the value of land in the District could be diminished in the aftermath of such a natural disaster, reducing the resulting proceeds of foreclosure sales in the event of delinquencies in the payment of the Special Taxes. Hazardous Substances One of the most serious risks in terms of the potential reduction in the value of a parcel is a claim with regard to a hazardous substance. In general, the owners and operators of a parcel may be required by law to remedy conditions of the parcel relating to releases or threatened releases of hazardous substances. The Federal Comprehensive Environmental Response, Compensation and Liability Act of 1980, sometimes referred to as"CERCLA"or the"Superfund Act,"is the most well-known and widely applicable of these laws, but California laws with regard to hazardous substances are also stringent and similar. Under many of these laws, the owner or operator is obligated to remedy a hazardous substance condition of property whether or not the owner or operator has anything to do with creating or handling the hazardous substance. The effect, therefore, should any of the taxed parcels be affected by a hazardous substance, is to reduce the marketability and value of the parcel by the costs of remedying the condition,because the purchaser,upon becoming owner, will become obligated to remedy the condition just as is the seller. Further, it is possible that liabilities may arise in the future with respect to any of the parcels resulting from the existence, currently, on the parcel of a substance presently classified as hazardous but which has not been released or the release of which is not presently threatened, or may arise in the future resulting from the existence, currently on the parcel of a substance not presently classified as hazardous but which may in the future be so classified. Further, such liabilities may arise not simply from the existence of a hazardous substance but from the method of handling it. All of these possibilities could significantly affect the value of a " parcel that is realizable upon a delinquency. 35 DOCSSF/45753v7/22925-0010 purchased in the secondary market at a discount, it may be to the advantage of an owner of a taxable parcel to pay the Special Taxes applicable thereto by tendering a Bond. Such a practice would decrease the cash flow available to the District to make payments with respect to other Bonds then outstanding; and, unless the practice was limited by the District, the Special Taxes paid in cash could be insufficient to pay the debt service due with respect to such other Bonds. In order to provide some protection against the potential adverse impact on cash flows which might be caused by the tender of Bonds in payment of Special Taxes, the Indenture includes a covenant pursuant to which the District will not authorize owners of taxable parcels to satisfy Special Tax obligations by the tender of Bonds unless the District shall have first obtained a report of an Independent Financial Consultant certifying that doing so would not result in the District having insufficient Net Taxes to pay the principal of and interest on all Outstanding Bonds when due. Payment of the Special Tax Is Not a Personal Obligation of the Owners An owner of a taxable parcel is not personally obligated to pay the Special Tax. Rather, the Special Tax is an obligation which is secured only by a lien against the taxable parcel. If the value of a taxable parcel is not sufficient,taking into account other liens unposed by public agencies,to secure fully the Special Tax,the District has no recourse against the owner. Land Values The value of the property within the District is a critical factor in determining the investment quality of the Bonds. If a property owner is delinquent in the payment of Special Taxes,the District's only remedy is to commence foreclosure proceedings in an attempt to obtain funds to pay the Special Taxes. Reductions in property values due to a downturn in the economy,physical events such as earthquakes, fires or floods, stricter land use regulations, delays in development or other events will adversely impact the security underlying the Special Taxes. See"THE COMMUNITY FACILITIES DISTRICT—Estimated Value-to-Lien Ratios"herein. The assessed values set forth in this Official Statement do not represent market values arrived at through an appraisal process and generally reflect only the sales price of a parcel when acquired by its current owner, adjusted annually by an amount determined by the Nevada County Assessor, not to exceed an increase of more than 2%per fiscal year. No assurance can be given that a parcel could actually be sold for its assessed value. The Appraiser has estimated, on the basis of certain definitions, assumptions and limiting conditions contained in the Appraisal, that as of July 28, 2004 the value of the land within the District was $90,100,000. The Appraisal is based on the assumptions as stated in APPENDIX B — "COMPLETE APPRAISAL." The Appraisal does not reflect any possible negative impact which could occur by reason of future slow or no growth voter initiatives, any potential limitations on development occurring due to time delays,the presence of hazardous substances within the District, the listing of endangered species or the determination that habitat for endangered or threatened species exists ,vithin the District, or other similar situations. The Appraiser has conditioned the Appraisal on the specific condition that there are no environmental issues which would slow or thwart development of the District. Prospective purchasers of the Bonds should not assume that the land within the District could be sold for the appraised amount described above at a foreclosure sale for delinquent Special Taxes. In arriving at the estimates of value, the Appraiser assumes that any sale will be unaffected by undue stimulus and will occur following a reasonable marketing period,which is not always present in a foreclosure sale. See APPENDIX B for a description of other assumptions made by the Appraiser and for the definitions and limiting conditions used by the Appraiser. 37 DOCSSF/45753v7/22925-0010 creditors' rights or by the laws of the State relating to judicial foreclosure. In addition, the prosecution of a foreclosure could be delayed due to many reasons, including crowded local court calendars or lengthy procedural delays. Secondly,the Bankruptcy Code might prevent moneys on deposit in the Special Tax Fund from being applied to pay interest on the Bonds and/or to redeem Bonds if bankruptcy proceedings were brought by or against a landowner and if the court found that any of such landowner had an interest in such moneys within the meaning of Section 541(a)(1)of the Bankruptcy Code. Although a bankruptcy proceeding would not cause the Special Taxes to become extinguished, the amount and priority of any Special Tax lien could be modified if the value of the property falls below the value of the lien. If the value of the property is less than the lien, such excess amount could be treated as an unsecured claim by the bankruptcy court. In addition,bankruptcy of a property owner could result in a delay in procuring Superior Court foreclosure proceedings. If enough parcels were involved in bankruptcy proceedings, court delays would increase the likelihood of a delay or default in payment of the principal of, and interest on,the Bonds and the possibility of delinquent tax installments not being paid in full. On July 30, 1992, the United States Court of Appeals for the Ninth Circuit issued its opinion in a bankruptcy case entitled In re Glasply Marine Industries. In that case, the court held that ad valorem property taxes levied by Snohomish County in the State of Washington after the date that the property owner filed a petition for bankruptcy were not entitled to priority over a secured creditor with a prior lien on the property. Although the court upheld the priority of unpaid taxes imposed before the bankruptcy petition, unpaid taxes imposed after the filing of the bankruptcy petition were declared to be "administrative expenses" of the bankruptcy estate,payable after all secured creditors. As a result,the secured creditor was able to foreclose on the property and retain all the proceeds of the sale except the amount of the pre-petition taxes. The Bankruptcy Reform Act of 1994 (the "Bankruptcy Reform Act") included a provision which excepts from the Bankruptcy Code's automatic stay provisions, "the creation of a statutory lien for an ad valorem property tax imposed by . . . a political subdivision of a state if such tax comes due after the filing of the petition [by a debtor in bankruptcy court]." This amendment effectively makes the Glasply holding inoperative as it relates to ad valorem real property taxes. However, it is possible that the original rationale of the Glasply ruling could still result in the treatment of post-petition special taxes as "administrative expenses," rather than as tax liens secured by real property, at least during the pendency of bankruptcy proceedings. According to the court's ruling, as administrative expenses, post-petition taxes would be paid, assu ping that the debtor had sufficient assets to do so. In certain circumstances, payment of such administrative expenses may be allowed to be deferred. Once the property is transferred out of the bankruptcy estate (through foreclosure or otherwise),it would at that time become subject to current ad valorem taxes. The Act provides that the Special Taxes are secured by a continuing lien which is subject to the same lien priority in the case of delinquency as ad valorem taxes. No case law exists with respect to how a bankruptcy court would treat the lien for Special Taxes levied after the filing of a petition in bankruptcy. Glas l is controlling precedent on bankruptcy courts in the State. If the Glasply precedent was applied to the levy of the Special Taxes, the amount of Special Taxes received from parcels whose owners declare bankruptcy could be reduced. The various legal opinions to be delivered concurrently with the delivery of the Bonds (including Bond Counsel's approving legal opinion) will be qualified, as to the enforceability of the various legal instruments, by moratorium, bankruptcy, reorganization, insolvency or other similar laws affecting the rights of creditors generally. 39 DOCSSF/45753v7/22925-0010 rate and method of apportionment of an existing special tax. However, the Act prohibits a legislative body from adopting any resolution to reduce the rate of any special tax or terminate the levy of any special tax pledged to repay any debt incurred pursuant to the Act unless such legislative body determines that the reduction or termination of the special tax would not interfere with the timely retirement of that debt. On July 1, 1997, a bill .was signed into law by the Governor of the State enacting Government Code Section 5854, which states that: ,,Section 3 of Article XIIIC of the California Constitution, as adopted at the November 5, 1996, general election, shall not be construed to mean that any owner or beneficial owner of a municipal security,purchased before or after that date, assumes the risk of, or in any way consents to, any action by initiative measure that constitutes an impainnent of contractual rights protected by Section 10 of Article I of the United States Constitution." Accordingly,although the matter is not free fi-om doubt,it is likely that the Initiative has not conferred on the voters the power to repeal or reduce the Special Taxes if such reduction would interfere with the timely retirement of the Bonds. It may be possible, however, for voters or the Board of Directors acting as the legislative body of the District to reduce the Special Taxes in a manner which does not interfere with the timely repayment of the Bonds,but which does reduce the maximum amount of Special Taxes that may be levied in any year below the existing levels. It may also be possible for voters or the Board of Directors to change the Rate and Method in a manner that would alter the amount of Special Taxes for which various types of properties are responsible (for example,by shifting the order in.which various types of property are taxed). Furthermore,no assurance can be given with respect to the future levy of the Special Taxes in amounts greater than the amount necessary for the timely retirement of the Bonds. Therefore,no assurance can be given with respect to the levy of Special Taxes for Administrative Expenses. Nevertheless,to the maximum extent that the law permits it to do so,the District has covenanted that it will not initiate proceedings under the Act to reduce the maximum Special Tax rates on taxable parcels .within the District on which a completed structure is located to less than an amount equal to 110% of Maximum Annual Debt Service on the Outstanding Bonds. In connection with the foregoing covenant, the District has made a legislative finding and detennination that any elimination or reduction of Special Taxes below the foregoing level .would interfere with the timely retirement of the Bonds. The District also has covenanted that, in the event an initiative is adopted which purports to alter the Rate and Method, it will commence and pursue legal action in order to preserve its ability to comply with the foregoing covenant. However,no assurance can be given as to the enforceability of the foregoing covenants. The interpretation and application of the Initiative will ultimately be determined by the courts with respect to a number of the matters discussed above, and it is not possible at this time to predict with certainty the outcome of such determination or the timeliness of any remedy afforded by the courts. See "SPECIAL RISK FACTORS -Limitations on Remedies." Ballot Initiatives Article XIII A, Article XIII B and Proposition 218 were adopted pursuant to measures qualified for the ballot pursuant to California's constitutional initiative process. On March 6, 1995 in the case of Rossi v. Brown, the State Supreme Court held that,an initiative can repeal a tax ordinance and prohibit the imposition of further such taxes and that the exemption from the referendum requirements does not apply to initiatives. From time to time, other initiative measures could be adopted by California voters. The adoption of any such initiative might place limitations on the ability of the State, TDPUD or local districts to increase revenues or to increase appropriations or on the ability of the landowners within the District to complete the remaining proposed development. See"SPECIAL RISK FACTORS -Failure to Develop Properties"herein. 41 DOCSSF/45753v7/22925-0010 income tax purposes. Failure to comply with such requirements of the Code might cause the interest on the Bonds (and original issue discount)to be included in gross income for federal income tax purposes retroactive to the date of issuance of the Bonds. The District has covenanted to comply with all such requirements. The amount by which a Bond Owner's original basis for determining loss on sale or exchange in the applicable Bond (generally, the purchase price) exceeds the amount payable on maturity (or on an earlier call date) constitutes amortizable Bond premium, which must be amortized under Section 171 of the Code; such amortizable Bond premium reduces the Bond Owner's basis in the applicable Bond (and the amount of tax- exempt interest received), and is not deductible for federal income tax purposes. The basis reduction as a result of the arnortization of Bond premium may result in a Bond Owner realizing a taxable gain when a Bond is sold by the Owner for an amount equal to or less (under certain circumstances) than the original cost of the Bond to the Owner. Purchasers of the Bonds should consult their own tax advisors as to the treatment, computation and collateral consequences of amortizable Bond premium. Bond Counsel's opinions may be affected by actions taken (or not taken) or events occurring (or not occurring) after the date hereof. Bond Counsel has not undertaken to determine, or to inform any person, whether any such actions or events are taken or do occur. The Indenture and the Tax Certificate relating to the Bonds permit certain actions to be taken or to be omitted if a favorable opinion of Bond Counsel is provided with respect thereto. Bond Counsel expresses no opinion as to the exclusion from gross income for federal income tax purposes of interest (and original issue discount) with respect to any Bond if any such action is taken or omitted based upon the advice of counsel other than Stradling Yocca Carlson & Rauth, a Professional corporation. Although Bond Counsel has rendered an opinion that interest (and original issue discount) on the Bonds is excluded from gross income for federal income tax purposes provided that the District continues to comply with certain requirements of the Code,the ownership of the Bonds and the accrual or receipt of interest (and original issue discount)with respect to the Bonds may otherwise affect the tax liability of certain persons. Bond Counsel expresses no opinion regarding any such tax consequences. Accordingly,before purchasing any of the Bonds, all potential purchasers should consult their tax advisors with respect to collateral tax consequences relating to the Bonds. A copy of the proposed form of opinion of Bond Counsel is attached hereto as APPENDIX G. LEGAL OPINION The legal opinion of Stradling Yocca Carlson & Rauth, a Professional Corporation approving the validity of the Bonds in substantially the form set forth as Appendix G hereto, will be made available to purchasers at the time of original delivery. A copy of the legal opinion for the Bonds will be provided with each definitive bond. LITIGATION No litigation is pending or threatened concerning the validity of the Bonds or the pledge of Net Taxes to repay the Bonds and a certificate of the District to that effect will be furnished to the Underwriter at the time of the original delivery of the Bonds. Neither the District nor TDPUD is aware of any litigation pending or threatened which questions the existence of the District or contests the authority of the District to levy and collect the Special Taxes or to issue and retire the Bonds. NO RATING The District has not made and does not contemplate making application to any rating agency for the assignment of a rating of the Bonds. 43 DOCSSF/45753v7/22925-0010 ADDITIONAL INFORMATION The purpose of this Official Statement is to supply information to prospective buyers of the Bonds. Quotations and summaries and explanations of the Bonds and documents contained in this Official Statement do not purport to be complete, and reference is made to such docu rents for full and complete statements and their provisions. The execution and delivery of this Official Statement by the President of the Board of Directors and the General Manager of TDPUD has been duly authorized by the Board of Directors acting in its capacity as The legislative body of the District. TRUCKEE DONNER PUBLIC UTILITY DISTRICT COMMUNITY FACILITIES DISTRICT NO. 04-1 (GRAY'S CROSSING) By: President of the Board of Directors By: General Manager of Truckee Donner Public Utility District 45 DOCSSF/45753v7/22925-0010 "Bonds" means bonds or other debt (as defined in the Act), whether in one or more series, issued, insured or assumed by CFD No. 04-1 related to public infrastructure and/or improvements that are authorized to be funded by CFD No.04-1. "Building Square Footage" means the total gross square footage of the floor area of a non-residential building determined by calculating the combined floor area contained within the building's exterior walls including the area of an addition where floor area is increased. Parking areas and exterior walkways shall not be included in the calculation of Building Square Footage. "Capitalized Interest"means funds in any capitalized interest account available to pay debt service on Bonds. "Center for the Arts Property" means the property on which a building pen-nit has been issued for construction of the "Center for the Arts" required pursuant to the Development Agreement, subject to the limitation set forth in Section G below. "CFD Formation"means the date on which the Resolution of Formation to form CFD No. 04-1 was adopted by the Board of Directors. "Church Property"means, in any Fiscal Year, any Parcel in CFD 04-1 that meets both of the following criteria: (i) the Parcel is owned by a religious organization which is exempt from ad valorem property tax, and (ii) a building permit has been issued for construction of a building on the Parcel that will be used solely as a place of worship. The amount of Church Property within the CFD shall be subject to the limitation set forth in Section G below. "County"means the County of Nevada. "Developed Property"means,in any Fiscal Year,the following: • for Single Family Detached Property, all parcels for which a Final Map was recorded prior to May 1 of the preceding Fiscal Year • for Single Family Attached Property, all parcels for which a building permit for new construction of a residential structure was issued prior to May l of the preceding Fiscal Year • for Golf Course Property, all Parcels that make up the Golf Course Property if the certificate of occupancy for the proshop or clubhouse associated with the golf course was issued at least twenty- four(24)months in advance of May 1 of the preceding Fiscal Year • for Non-Residential Property, all parcels for which a building permit for new construction of a non-residential structure (which may include Loft Units) was issued prior to May 1 of the preceding Fiscal Year "Development Agreement" means the Development Agreement executed between the Town and Gray's Crossing LLC on March 25,2004. "Excess Public Property" means the acres of Public Property that exceed the acreage exempted in Section G below. In any Fiscal Year in which a Special Tax must be levied on Excess Public Property pursuant to Step 5 in Section E below, Excess Public Property shall be those Assessor's Parcel(s) that most recently became Public Property based on the dates on which Final Maps recorded creating such Public Property or, if an Assessor's Parcel became Public Property other than through a Final Map,as determined by the Administrator. "Expected Affordable Units" means a total of 36 Units within CFD No. 04-1 that are expected to be Affordable Units. If, in any Fiscal Year, the Administrator identifies a total number of Affordable Units within CFD No. 04-1 that exceeds 36 Units, only the first 36 Units for which building permits were issued shall remain exempt from the Special Tax pursuant to Section G below. Affordable Units for which permits are issued after building permits for the 36 Expected Affordable Units have been issued shall be taxed as follows: (i) based on the size of the lot if the A-2 DOCSSF/45753v7/22925-0010 "Proportionately"means,for Developed Property, that the ratio of the actual Special Tax levied in any Fiscal Year to the Maximum Special Tax authorized to be levied in that Fiscal Year is equal for all Assessor's Parcels of Developed Property, and for Undeveloped Property that the ratio of the actual Special Tax to the Maximum Special Tax is equal for all Assessor's Parcels of Undeveloped Property. "Public Property" means any property within the boundaries of CFD No. 04-1 that is owned by the federal government,the State of California,the County,the Town,the TDPUD, or other public agency. "Rental Property" means, in any Fiscal Year, all Parcels within the CFD for which a building permit was issued for construction of a residential structure with multiple Units that share common walls, all of which are offered or are expected to be offered for rent to the general public and/or employees. Fractional Units and Loft Units within the CFD shall at no time be categorized as Rental Property. Lodging Units shall also be categorized as Rental Property for purposes of this Rate and Method of Apportionment of Special Tax. "SFD Lot" means an individual residential lot, identified and numbered on a recorded Final Map, on which a building pen-nit has been or is permitted to be issued for construction of a single family detached unit without further subdivision of the lot and for which no further subdivision of the lot is anticipated pursuant to the Tentative Map. "Single Family Attached Property" means, in any Fiscal Year, all Parcels of Developed Property for which a building permit was issued for construction of a residential structure consisting of two or more Units that share common walls and are offered or expected to be offered as for-sale units, including, but not limited to, such residential structures that meet that statutory definition of a condominium contained in Civil Code Section 1351. "Single Family Detached Property" means, in any Fiscal Year, all Parcels of Developed Property for which a building permit was issued or is permitted to be issued for construction of a Unit that does not share a common wall with another Unit,including detached Fractional Units. "Special Tax"means a Special Tax levied in any Fiscal Year to pay the Special Tax Requirement. "Special Tax Requirement" means the amount necessary in any Fiscal Year to: (i) pay principal and interest on Bonds which is due in the calendar year that begins in such Fiscal Year;(ii)create and/or replenish reserve funds for the Bonds; (iii) cure any delinquencies in the payment of principal or interest on Bonds which have occurred in the prior Fiscal Year or, based on existing delinquencies in the payment of Special Taxes, are expected to occur in the Fiscal Year in which the tax will be collected; (iv) pay Administrative Expenses; and (v) pay the costs of public improvements and public infrastructure authorized to be financed by CFD No. 04-1. The amounts referred to in clauses (i) and (ii) of the preceding sentence may be reduced in any Fiscal Year by: (i) interest earnings on or surplus balances in funds and accounts for the Bonds to the extent that such earnings or balances are available to apply against debt service pursuant to a Bond indenture, Bond resolution, or other legal document that sets forth these terms; (ii) proceeds received by CFD No. 04-1 from the collection of penalties associated with delinquent Special Taxes; and (iii) any other revenues available to pay debt service on the Bonds as determined by the Administrator. "Taxable Property" means all of the Assessor's Parcels within the boundaries of CFD No. 04-1 which are not exempt from the Special Tax pursuant to law or Section G below. "Tax Zone"means one of the two mutually exclusive geographic areas defined below and identified in Attachment 2 of this Rate and Method of Apportionment of Special Tax, and any subsequent Tax Zones created to contain property annexed into the CFD after CFD Formation. "Tax Zone#V means the geographic area that is specifically identified in Attachment 2 of this Rate and Method of Apportionment of Special Tax as Tax Zone#1. "Tax Zone#2"means the geographic area that is specifically identified in Attachment 2 of this Rate and Method of Apportionment of Special Tax as Tax Zone#2. "TDPUD"means the Truckee Donner Public Utility District. A-4 DOCSSF/45753v7/22925-0010 TABLE 1 TDPUD CFD No.2004-1 Maximum Special Tax for Single Family Detached Property 31axintum Special Tax in Maximum Special Tax Tax Zone#1 in Tax Zone#2 Tppe of Property Lot Size Fiscal Year 2004-05 * Fiscal Year 2004-05 Single Family Greater than $3,300 per $4,125 per Detached Property 22.000 square feet SFD Lot SFD Lot Single Family 20,001 to 22,000 $3,200 per $4,000 per Detached Property square feet SFD Lot SFD Lot Single Family 18,001 to 20,000 $3,100 per $3,875 per Detached Property square feet SFD Lot SFD Lot Single Family 16,001 to 18,000 $3,000 per $3,750 per Detached Property square feet SFD Lot SFD Lot Single Family 14,001 to 16,000 $2,900 per $3,625 per Detached Property square feet SFD Lot SFD Lot Single Family 12,001 to 14,000 $2,800 per $3,500 per Detached Property square feet SFD Lot SFD Lot Single Family 8,000 to 12,000 $2,700 per $3,375 per Detached Property square feet SFD Lot SFD Lot Single Family Less than $1,800 per $1,800 per Detached Property 8,000 square feet SFD Lot SFD Lot On July 1, 2005 and on each July 1 thereafter, the 31aximum Special Taxes sho)vn in Table 1 above shall be increased ky an amount equal to tivo percent(2%) of the amount in effect for the prior Fiscal)'ear. The square footage of SFD Lots shall be determined by reference to County Assessor's Parcel Maps or,to the extent such Maps do not reflect square footage of the SFD Lots, by reference to the lot size summary provided by the engineering firm that produced the Final Map. 2. Single Family Attached Property The Maximum Special Tax for Single Family Attached Property for Fiscal Year 2004-05 is $1,800 per Unit. On July 1, 2005 and on each July l thereafter,this Maximum Special Tax shall be increased by an amount equal to two percent(2%)of the amount in effect for the prior Fiscal Year. 3. Loft Units The Maximum Special Tax for Loft Units for Fiscal Year 2004-05 is$1,200 per Unit. On July 1, 2005 and on each July 1 thereafter, this Maximum Special Tax shall be increased by an amount equal to two percent (2%) of the amount in effect for the prior Fiscal Year. 4. 1Von-Residential Property The Maximum Special Tax for Non-Residential Property for Fiscal Year 2004-05 is $2.50 per square foot of Building Square Footage. On July 1, 2005 and on each July l thereafter, this Maximum Special Tax shall be increased each Fiscal Year thereafter by an amount equal to two percent(2%) of the amount in effect the prior Fiscal Year. A-6 DOCSSF/45753v7/22925-0010 If, prior to the Final Bond Sale, a change to the Expected Land Uses (a "Land Use/Entitlement Change") is proposed that will result in a reduction in the Expected Maximum Special Tax Revenues, no action will be needed pursuant to this Section D as long as the reduction in Expected Maximum Special Tax Revenues does not reduce debt service coverage on outstanding Bonds below the amount committed to in the Bond documents.Upon approval of the Land Use/Entitlement Change, the Administrator shall update Attachment l to show the reduced Expected Maximum Special Tax Revenues, and the reduced Expected Maximum Special Tax Revenues shall be the amount used to by the TDPUD to make future decisions with respect to Bonds. If a proposed Land Use/Entitlement Change would reduce the debt service coverage required on outstanding Bonds or if the Land Use/Entitlement Change is proposed after the Final Bond Sale,the following steps shall be applied: Step l: By reference to Attachment l (which will be updated by the Administrator each time a Land Use/Entitlement Change has been processed according to this Section D), the Administrator shall identify the Expected Maximum Special Tax Revenues for CFD No. 04-1; Step 2: The Administrator shall calculate the Maximum Special Tax revenues that could be collected from property in the CFD if the Land Use/Entitlement Change is approved; Step 3: If the amount determined in Step 2 is higher than that calculated in Step 1, the Land Use/Entitlement Change may be approved without further action. If the revenues calculated in Step 2 are less than those calculated in Step 1, and if: (a) The landowner does not withdraw the request for the Land Use/Entitlement Change that was submitted to the Town;or (b) Before approval of the Land Use/Entitlement Change, the landowner requesting the Land Use/Entitlement Change does not prepay a portion of the Special Tax for the CFD in an amount that corresponds to the lost Maximum Special Tax revenue,as determined by applying the steps set forth in Section H below; then, the amount of the prepayment determined in Step 3.b shall be allocated on a per-acre basis and included on the next property tax bill for all Assessor's Parcels within the property affected by the Land Use/Entitlement Change. The amount allocated to each Assessor's Parcel shall be added to and,until paid, shall be a part of,the Maximum Special Tax for the Assessor's Parcel. If multiple Land Use/Entitlement Changes are proposed at one time (which may include approval of multiple Final Maps at one time), the Administrator may consider the combined effect of all the Land Use/Entitlement Changes to determine if there is a reduction in Expected Maximum Special Tax Revenues that necessitates implementation of Step 3.b. If, based on this comprehensive analysis, the Administrator determines that there is a reduction in Expected Maximum Special Tax Revenue, and all of the Land Use/Entitlement Changes are being proposed by the same land owner,the Administrator shall determine the required prepayment (pursuant to Step 3.b) by analyzing the combined impact of all of the proposed Land Use/Entitlement Changes. Notwithstanding the foregoing, if the Administrator analyzes the combined impacts of multiple Land Use/Entitlement Changes, and the Town subsequently does not approve one or more of the Land Use/Entitlement Changes that was proposed,the Administrator shall once again apply the three steps set forth above to determine the combined impact of those Land Use/Entitlement Changes that were approved simultaneously by the Town. If, based on the comprehensive analysis, the Administrator determines that there is a reduction in Expected Maximum Special Tax Revenue, and the Land Use/Entitlement Changes are not all being proposed by the same land owner, the Administrator shall consider the proposed Land Use/Entitlement Changes individually to determine the required prepayment from each owner. A-8 DOCSSF/45753v7/22925-0010 default by the owner of any other Parcel or Parcels and shall,in no event,exceed the Maximum Special Tax in effect for the Fiscal Year in which the Special Tax is being levied. G. EXEMPTIONS Notwithstanding any other provision of this Rate and Method of Apportionment of Special Tax,no Special Tax shall be levied on up to 42.2 acres of Public Property, 237.7 acres of Association Property, 2 acres of property on which Lodge Units have been or,based on building permits that have been issued, are expected to be built,0.67 of an acre of Center for the Arts Property, Fitness Facility Property, and 9 acres of Church Property. A separate amount of public acreage may be exempted each time property annexes into CFD No. 04-1, and such additional exemption shall only apply to property within the annexation area. A Special Tax may be levied on Excess Public Property pursuant to Step 5 of Section E; however, a public agency may prepay or cause the prepayment of the special tax obligation on land conveyed to it that would be classified as Excess Public Property. In addition,no Special Tax shall be levied in any Fiscal Year on Rental Property or Affordable Units. H. PREPAYMENT OF SPECIAL TAX The following definitions apply to this Section H: "Outstanding Bonds" means all Previously Issued Bonds which remain outstanding, with the following exception: if a Special Tax has been levied against, or already paid by, an Assessor's Parcel making a prepayment, and a portion of such Special Tax will be used to pay a portion of the next principal payment on the Bonds that remain outstanding (as determined by the Administrator), that next principal payment shall be subtracted from the total Bond principal that remains outstanding, and the difference shall be used as the amount of Outstanding Bonds for purposes of this prepayment formula. "Previously Issued Bonds" means all Bonds that have been issued on behalf of the CFD prior to the date of prepayment. "Public Facilities Requirements" means either $24,000,000 in 2004 dollars, which shall increase on January 1, 2005, and on each January I thereafter by the percentage increase, if any, in the construction cost index for the San Francisco region for the prior twelve (12) month period as published in the Engineering News Record or other comparable source if the Engineering News Record is discontinued or otherwise not available, or such other number as shall be determined by the TDPUD to be an appropriate estimate of the net construction proceeds that will be generated from all Bonds that have been or are expected to be issued on behalf of CFD No. 2004-1. The Public Facilities Requirements shown above may be adjusted or a separate Public Facilities Requirements identified each time property annexes into CFD No. 04-1; at no time shall the added Public Facilities Requirement for that annexation area exceed the amount of public improvement costs that are expected to be supportable by the Maximum Special Tax revenues generated within that annexation area. In addition, the Public Facilities Requirement may be adjusted if the total number of Units authorized to be constructed within the CFD is increased by the Town; this adjustment to the Public Facilities Requirement shall not exceed the amount of public improvement costs that are expected to be supportable by the Maximum Special Tax revenues generated by the additional number of Units approved by the Town. "Remaining Facilities Costs" means the Public Facilities Requirements (as defined above), minus public facility costs funded by Outstanding Bonds(as defined above),developer equity, and/or any other source of funding. The Special Tax obligation applicable to an Assessor's Parcel in the CFD may be prepaid and the obligation of the Assessor's Parcel to pay the Special Tax permanently satisfied as described herein,provided that a prepayment may be made only if there are no delinquent Special Taxes with respect to such Assessor's Parcel at the time of prepayment. An owner of an Assessor's Parcel intending to prepay the Special Tax obligation shall provide the TDPUD with written notice of intent to prepay. Within 30 days of receipt of such written notice,the TDPUD or its designee shall notify such owner of the prepayment amount for such Assessor's Parcel. Prepayment must be made A-10 DOCSSF/45753v7/22925-0010 Step 11. If and to the extent so provided in the indenture pursuant to which the Outstanding Bonds to be redeemed were issued, a reserve fund credit shall be calculated as a reduction in the applicable reserve fund for the Outstanding Bonds to be redeemed pursuant to the prepayment(the"Reserve Fund Credit'. Step 12. The Special Tax prepayment is equal to the sum of the amounts computed pursuant to Steps 3, 5, 6, 9,and 10, less the amount computed pursuant to Step 11 (the "Prepayment Amount'. A partial prepayment may be made in an amount equal to any percentage of full prepayment desired by the party making a partial prepayment. The Maximum Special Tax that can be levied on an Assessor's Parcel after a partial prepayment is made is equal to the Maximum Special Tax that could have been levied prior to the prepayment, reduced by the percentage of a full prepayment that the partial prepayment represents, all as determined by or at the direction of the Administrator. 1. INTERPRETATION OF SPECIAL TAX FORMULA The TDPUD reserves the right to make minor administrative and technical changes to this document that do not materially affect the rate and method of apportioning Special Taxes. In addition, the interpretation and application of any section of this document shall be left to the TDPUD's discretion. Interpretations may be made by the TDPUD by ordinance or resolution for purposes of clarifying any vagueness or ambiguity in this Rate and Method of Apportionment of Special Tax. A-12 DOCSSF/45753v7/22925-0010 ATTACHMENT 2 TRUCKEE DONNER PUBLIC UTILITY DISTRICT COINIMUN1TY FACILITIES DISTRICT No.04-1 (GRAY'S CROSSING) IDENTIFICATION OF TAX ZONES A-14 DOCSSF/45753v7/22925-0010 APPENDIX B COMPLETE APPRAISAL a . B-1 DOCSSF/45753v7/22925-0010 COUNTY OF NEVADA Labor Force,Employment and Unemployment Annual Averages from 1999 through 2003 Unemployment Year Area Labor Force Employment Unemployment Rate 1999 Nevada 43,860 42,080 1,780 4.1 California 16,596,500 15,731,700 864,800 5.2 United States 139,368,000 133,488,000 5,880,000 4.2 2000 Nevada 45,500 43,850 1,650 3.6 California 17,090,800 16,245,600 845,200 4.9 United States 140,863,000 135,208 5,655,000 4.0 2001 Nevada 46,270 44,570 1,700 3.0 California 17,362,300 16,435,200 927,100 5.3 United States 141,815,000 135,073,000 6,742,000 4.8 2002 Nevada 48,500 46,300 2,200 4.5 California 17,404,600 16,241,800 1,162,800 6.7 United States 144,863,000 136,485,000 8,378,000 5.8 2003 Nevada 47,900 45,600 2,300 4.7 California 17,460,000 16,282,700 1,177,300 6.7 United States 146,510,000 137,736,000 8,774,000 6.0 Source: California State Employment Development Department The following is a summary of average employment by industry in Nevada County during 1999 through 2003. This does not include self-employed persons, volunteer workers, unpaid family workers, fanners,private household workers,or persons involved in labor-management disputes. E'.NIPLOYI,%IENT BY INDUSTRY IN NEVADA COUNTY") 1999 2000 2001 2002 2003 Wage and Salary Employment(2) Agriculture.................................................. 150 90 80 100 100 Construction................................................ 2,370 2,710 2,880 3,300 3,100 Manufacturing............................................. 2,560 2,540 2,430 1,800 1,800 Transportation,Utilities.............................. 600 580 650 500 400 Wholesale Trade.......................................... 670 690 610 500 500 Retail Trade................................................. 6,120 6,260 6,310 4,300 4,200 Finance,Insurance,Real Estate................... 1,310 1,410 1,500 2,200 2,100 Services....................................................... 7,810 8,350 8,670 11,000 11,000 Government,Federal................................... 460 480 430 400 400 Government,State and Local...................... 4,600 4,850 5,090 5,400 5,300 Total......................................................... 26,660 27,970 28,720 29,500 28,900 Columns may not add to totals due to independent rounding. (2)Based on place of work. Source: State Department of Employment Development. C-2 DOCSSF/45753v7/22925-0010 Income The following table, based on data reported in the annual publication "Survey of Buying Power" published by Sales and Marketing Management, summarizes the total EBI and the median household EBI for the County,the State and the nation for the years 1998 through 2002. TOTAL EFFECTIVE BUYING INCOME (in Thousands) Year County of Nevada State of California United States 1998 $1,520,772 $551,999,317 $4,621,491,730 1999 1,612,432 590,376,663 4,877,786,658 2000 1,823,279 652,190,282 5,230,824,904 2001 1,823,619 650,521,407 5,303,481,498 2002 1,986,273 647,879,427 5,340,682,818 Source: "Survey of Buying Power," Sales&Marketing Management. The following table compares the median household effective buying income for the County,the State and the nation. MEDIAN HOUSEHOLD EFFECTIVE BUYING INCOME -" Year County of Nevada State of California United States 1998 $35,433 $37,091 $35,377 1999 37,275 39,492 37,233 2000 41,696 44,464 39,129 2001 40,849 43,532 38,365 2002 41,790 42,484 38,035 Source: "Survey of Buying Power," Sales&Marketing Management. Transportation Truckee is served directly by Interstate 80, the major northerly highway between San Francisco and New York City. This freeway connects Truckee with Sacramento and San Francisco to the West and Reno, Nevada to the east. State Route 89 heads north to the Feather River Canyon and south to Lake Tahoe. Greyhound provides interstate bus service from Truckee. The Tahoe Area Regional Transit("TART") is a locally financed bus service which connects all of the resorts on the north and west shores of Lake Tahoe. TART also provides service to the major ski areas including Squaw Valley and Alpine Meadows. The Union Pacific Railroad main line passes through Truckee,connecting the area with San Francisco to the west and all points east. Airport facilities are available at Truckee and Reno. The Reno airport is served by most major carriers with flight to virtually everywhere in the nation and several international destinations. Educational Facilities There are five elementary schools, three of which encompass grades K-3, one K-5 and one 4-5, one middle school for grades 4-6 and one intermediate school for grades 6-8, two high schools, and one continuation high school within the Tahoe Truckee Unified School District. C-4 DOCSSF/45753v7/22925-0010 APPENDIX D SUMMARY OF INDENTURE Certain provisions of the Trust Indenture (the "Indenture') that have not been previously discussed in this Official Statement are summarized below. These summaries do not purport to be complete or definitive and are qualified in their entirety by reference to the full terms of the Indenture. Purchasers of the Bonds are referred to the complete text of the Indenture, copies of il,hich are available upon written request from the District. D-1 DOCSSF/45753v7/22925-0010 APPENDIX F CONTINUING DISCLOSURE AGREEMENT OF DEVELOPER F-1 DOCSSF/45753v7/22925-0010 (2) The Indenture has been duly executed and delivered by the District. The Indenture creates a valid pledge of, and the Bonds are secured by, the Net Taxes and the amounts on deposit in certain funds and accounts established under the Indenture, as and to the extent provided in the Indenture, except as the same may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or other similar laws affecting generally the enforcement of creditors' rights, by equitable principles and by the exercise of judicial discretion in accordance with general principles of equity or otherwise in appropriate cases and by limitations on remedies against public agencies in the State of California; provided, however, we express no opinion as to the enforceability of the covenant of the District contained in the Indenture to levy Special Taxes for the payment of Administrative Expenses or as to indemnification, penalty, contribution, choice of law, choice of forum or waiver provisions contained therein. (3) Under existing statutes, regulations, rulings and judicial decisions, interest (and original issue discount) on the Bonds is excluded from gross income for federal income tax purposes and is not an item of tax preference for purposes of calculating the federal alternative minimum tax imposed on individuals and corporations; however, it should be noted that, with respect to corporations, such interest (and original issue discount) may be included as an adjustment in the calculation of alternative minimum taxable income, which may affect the alternative minimum tax liability of corporations. (4) Interest on the Bonds is exempt from State of California personal income tax. (5) The difference between the issue price of a Bond (the first price at which a substantial amount of the Bonds of a maturity are to be sold to the public) and the stated redemption price at maturity with respect to such Bond constitutes original issue discount. Original issue discount accrues under a constant yield method, and original issue discount will accrue to a Bondowner before receipt of cash attributable to such excludable income. The amount of original issue discount deemed received by a Bondowner will increase the Bondowner's basis in the applicable Bond. Original issue discount that accrues to the Bondowner is excluded from the gross income of such owner for federal income tax purposes, is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations (as described in paragraph (3) above), and is exempt from State of California personal income tax. (6) The arnount by which a Bondowner's original basis for determining loss on sale or exchange in the applicable Bond (generally the purchase price) exceeds the amount payable on maturity (or on an earlier call date) constitutes amortizable Bond premium which must be amortized under Section 171 of the Code; such amortizable Bond premium reduces the Bondowner's basis in the applicable Bond (and the amount of tax-exempt interest received), and is not deductible for federal income tax purposes. The basis reduction as a result of the amortization of Bond premium may result in a Bondowner realizing a taxable gain when a Bond is sold by the owner for an amount equal to or less (under certain circumstances)than the original cost of the Bond to the owner. The opinion expressed in paragraphs (3) and (5) above as to the exclusion from gross income for federal income tax purposes of interest and original issue discount on the Bonds is subject to the condition that the District and the PUD comply with all requirements of the Internal Revenue Code of 1986, as amended(the "Code"),that must be satisfied subsequent to the issuance of the Bonds to assure that interest and original issue discount will not become includable in gross income for federal income tax purposes. Failure to comply with such requirements of the Code might cause interest and original issue discount on the Bonds to be included in gross income for federal income tax purposes retroactive to the date of issuance of the Bonds. The District and the PUD have covenanted to comply with all such requirements. Except as forth in paragraphs (3),(4), (5)and (6)above,we express no opinion as to any tax consequences related to the Bonds. G-2 DOCSSF/45753v7/22925-0010 The opinions expressed herein are based upon an analysis of existing statutes,regulations,rulings and judicial decisions and cover certain matters not directly addressed by such authorities. We call attention to the fact that the foregoing opinions may be affected by actions taken (or not taken)or events occurring(or not occurring)after the date hereof. We have not undertaken to determine, or to inform any person, whether such actions or events are taken (or not taken) or do occur(or do not occur). The Indenture and the Tax Certificate executed by the District with respect to the Bonds as of the date hereof permit certain actions to be taken or omitted if a favorable opinion of Bond Counsel is provided with respect thereto. We express no opinion as to the exclusion from gross income of interest and original issue discount on the Bonds for federal income tax purposes on and after the date on which any such action is taken or omitted upon the advice or approval of counsel other than Stradling Yocca Carlson & Rauth, a Professional Corporation. We express no opinion herein as to the accuracy, completeness or sufficiency of the Official Statement relating to the Bonds or other offering material relating to the Bonds, and purchasers of the Bonds should not assume that we have reviewed the Official Statement. Respectfully submitted, G-3 DOCSSF/45753v7/22925-0010 APPENDIX G FORM OF OPINION OF BOND COUNSEL [Delivery Date] Board of Directors Truckee Donner Public Utility District Truckee,California Re: $ Truckee Donner Public Utility District Community Facilities District No. 04-1 (Gray's Crossing) Special Tax Bonds, Series 2004 Dear Members of the Board of Directors: We have examined the Constitution and laws of the State of California, a certified record of the proceedings of the Truckee Donner Public Utility District (the "PUD")taken in connection with the formation of Truckee Donner Public Utility District Community Facilities District No. 04-1 (Gray's Crossing) (the "District")and the authorization and issuance of the District's Special Tax Bonds, Series 2004 in the aggregate principal amount of$ (the "Bonds") and such other information and documents as we consider necessary to render this opinion. In rendering this opinion, we have relied upon certain representations of fact and certifications made by the District, the PUD,the Developer, the initial purchasers of the Bonds and others. We have not undertaken to verify through independent investigation the accuracy of the representations and certifications relied upon by us. The Bonds have been issued pursuant to the Mello-Roos Community Facilities Act of 1982, as amended, being Sections 53311 et seq. of the Government Code of the State of California), Resolution No. adopted by the Board of Directors of the PUD, acting in its capacity as the legislative body of the District, on , and a Trust Indenture, dated as of September 1, 2004 (the "Indenture"),by and between the District and BNY Western Trust Company, as trustee. All capitalized terms not defined herein shall have the meanings set forth in the Indenture. The Bonds are dated their date of delivery and mature on the dates and in the amounts set forth in the Indenture. The Bonds bear interest payable semiannually on each March 1 and September 1, commencing on March 1, 2005, at the rates per annum set forth in the Indenture. The Bonds are registered Bonds in the form set forth in the Indenture,redeemable in the amounts, at the times and in the manner provided in the Indenture. Based upon our examination of the foregoing, and in reliance thereon and on all matters of fact as we deem relevant under the circumstances,and upon consideration of applicable laws,we are of the opinion that: (1) The Bonds have been duly and validly authorized by the District and are legal, valid and binding limited obligations of the District, enforceable in accordance with their terms and the terms of the Indenture, except as the same may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or other similar laws affecting generally the enforcement of creditors' rights or by the exercise of judicial discretion in accordance with general principles of equity or otherwise in appropriate cases and by limitations on remedies against public agencies in the State of California. The Bonds are limited obligations of the District but are not a debt of the PUD, the County of Nevada, the State of California or any other political subdivision thereof within the meaning of any constitutional or statutory limitation; and, except for the Net Taxes,neither the faith and credit nor the taxing power of the District, the PUD, the County of Nevada, the State of California,or any other political subdivision is pledged for the payment thereof. G-1 DOCSSF/45753v7/22925-0010 APPENDIX E CONTINUING DISCLOSURE AGREE�'lENT OF THE DISTRICT E-1 DOCSSF/45753v7/22925-0010 Construction Housing unit and building permit data for the Truckee for the years 1999 through 2003 is summarized below. TOWN OF TRUCKEE BUILDING PERMIT VALUATION (as of December 31) Industry 1999 2000 2001 2002 2003 Valuation(in thousands of dollars): New Residential Single $47,532 $48,515 $30,858 $38,158 $42,210 Multiple 2,580 8.265 2,793 16,195 22,244 Total New Residential $50,113 $56,780 $33,651 $54,353 $64,454 Number of New Housing Units: Single 321 280 157 173 177 Multiple 31 92 30 144 122 Total Units 352 372 187 317 299 Source: Economic Sciences Corporation. C-5 DOCS SF/45753v7/22925-0010 Commercial Activity The following table indicates the history of taxable transactions for the County for the years 1998 through 2002. COUNTY OF NEVADA TAXABLE TRANSACTIONS (in thousands of dollars) 1998 1999 2000 2001 2002 Retail Stores: Apparel Stores $ 17,196 $ 19,942 $ 20,939 $ 20,869 $ 20,990 General Merchandise Stores 65,220 68,793 72,125 75,121 75,033 Specialty Stores 60,804 75,490 85,948 89,031 90,588 Food Stores 70,354 79,612 81,008 94,709 95,595 Eating/Drinking Places 68,150 72,807 78,551 79,410 81,936 Home Furnishings& Appliances 23,364 28,528 33,806 36,098 35,210 Building Materials&Farm Implements 80,862 104,676 111,261 118,540 119,878 Auto Dealers&Auto Supplies 120,998 131,584 145,656 153,820 154,060 All Other Retail Stores Group 29,093 32,435 32,930 29,707 27,729 Retail Store Total $ 536,041 $ 618,867 $ 662,224 $ 697,305 $ 701,019 Business and Personal Services 37,320 43,312 49,776 49,508 54,620 All Other Outlets 204,778 249,589 285,050 271109 283.978 Total All Outlets $ 778,139 $ 911,768 $ 997,050 $1,019,922 $1,039,617 Number of permits 4,088 3,919 3,931 3,935 4,087 Source: State Board of Equalization. Largest Employers [TO BE UPDATED] The following is a list of the largest employers for the Town of Truckee. Largest Employers Name of Company Product(s) Boreal Ski and Snowboard Recreation Services Booth Creek Resorts Recreation Services Sierra West Bancorp Financial Holding Corporate Offices Tahoe Donner Association Recreation Services Tahoe Forest Hospital Hospitals Source: Sierra Economic Development District"Nevada County Economic&Social Indicator Review 2002". C-3 DOCSSF/45753v7/22925-0010 APPENDIX C GENERAL INFORMATION CONCERNING THE TOWN OF TRUCKEE This appendix sets forth general information about the Town of Truckee ("Truckee') including information with respect to its finances. The following information concerning Truckee, the County of Nevada (the "County') and the State of California (the "State') is included only for general background purposes. It is not intended to suggest that the Bonds are payable from any source other than the Net Taxes and amounts in certain funds and accounts created by the Indenture. Population The January 2004 population for the Truckee community was estimated to be 15,000. Truckee has experienced steady growth over the past decade. Population has increased by 163.3% since 1980, compared to a 52.7% increase for the State of California (the "State") for the same time period. A summary of Truckee's, the County's and the State's population growth is shown below. CITY OF TRUCKEE AND NEVADA COUNTY POPULATION FROM 1980 TO 2004 Town of Truckee Nevada County State of California Annualized Annualized Annualized Percent Percent Percent Change Change Change Year Number Over Interval Number Over Interval Number Over Interval 1980.......................... 5,696 -- 51,645 -- 23,668,145 -- 1990.......................... 9,985 75.3% 78,510 52.0% 29,760,021 25.7% 1995.......................... 11,318 11.8 85,933 9.5 31,711,000 6.6 1996.......................... 11,451 1.2 86,823 1.0 31,962,000 0.8 1997.......................... 11,880 3.6 87,744 1.1 32,452,000 1.5 1998.......................... 12,197 2.6 88,790 1.2 32,862,000 1.3 1999.......................... 12,452 2.0 89,644 1.0 33,417,000 1.7 2000.......................... 13,914 10.5 92,278 2.9 34,088,000 2.0 2001.......................... 14,296 2.7 94,030 1.9 34,758,000 2.0 2002.......................... 14,746 3.1 95,286 1.3 35,037,000 0.8 2003.......................... 14,850 1.0 95,700 0.7 35,591,000 1.7 2004.......................... 15,000 1.0 96,100 0.4 36,144,000 1.5 Source: 1980 and 1990 figures from U.S.Census. Other figures from the California State Department of Finance. Employment The District is part of the Nevada County Labor Market reported on periodically by the State Department of Employment Development. As of December 2003, this labor market had a total civilian employment of 47,900. Services account for approximately 38% of all wage and salary workers in the Nevada County Labor Market. The next largest major categories of wage and salary employment are retail trade, government, construction and manufacturing. C-1 DOCSSF/45753v7/22925-0010 i IDENTIFICATION OF TAX ZONES FOR } LAff J If PROPOSED COMMUNITY FACILITIES DISTRICT NO.04-1 r R o (GRAY`S CROSSING) SI �� TRUCKEE DONNER PUBLIC UTILITY DISTRICT COUNTY OF NEVADA STATE OF CALIFORNIA Kl t MCKEEVTCTNITY MAP Ia.r:s. m V � a. AEC i 3 AEC AL- R MktR.,-. ccAA,, qp LEGEND: RS-X(Single Family I esidentiW) AM((Multi-Family Residential) o CN(Neighborhood Commercial) c 0 REC(Recreation) CA OS Space) 4 ZONE i cn PtANND6 At �+3T sv.I�.aP D AY�.Y Q ZONE 2 1n I ENGRING.INC. ��f W usf i 140 LITTOIV DRIVE.SUITE 2406 ORASS PALLET.CA WY10 I0000 DONNER PASS ROAD.SUITE 302.TPLICkEE.CA Oi1A1 SHEET 1 OF 1 O Q ATTACHMENT 1 EXPECTED LAND USES AND EXPECTED MAXIMUM SPECIAL TAX REVENUES AT CFD FORMATION Number of Expected Lots/Units/ Maximum Special Tax Acres/ Per Unit/ Total Expected Building Square Square Foot, Maximum Special Expected Land Uses Feet FY 2004-05* Tax Revenues TAX ZONE#1 SFD Lots Greater than 22,000 Square Feet 2 $3,300 per SFD Lot $6,600 SFD Lots, 20,001 to 22,000 Square Feet 4 $3,200 per SFD Lot $12,800 SFD Lots, 18,001 to 20,000 Square Feet 12 $3,100 per SFD Lot $37,200 SFD Lots, 16,001 to 18,000 Square Feet 32 $3,000 per SFD Lot $96,000 SFD Lots, 14,001 to 16,000 Square Feet 46 $2,900 per SFD Lot $133,400 SFD Lots, 12,001 to 14,000 Square Feet 5 $2,800 per SFD Lot $14,000 SFD Lots, 8,000 to 12,000 Square Feet 0 $2,700 per SFD Lot $0 SFD Lots Less than 8,000 Square Feet 61 $1,800 per SFD Lot $109,800 TAX ZONE#2 SFD Lots Greater than 22,000 Square Feet 10 $4,125 per SFD Lot $41,250 SFD Lots, 20,001 to 22,000 Square Feet 7 $4,000 per SFD Lot $28,000 SFD Lots, 18,001 to 20,000 Square Feet 19 $3,875 per SFD Lot $73,625 SFD Lots, 16,001 to 18,000 Square Feet 100 $3,750 per SFD Lot $375,000 SFD Lots, 14,001 to 16,000 Square Feet 118 $3,625 per SFD Lot $427,750 SFD Lots, 12,001 to 14,000 Square Feet 43 $3,500 per SFD Lot $150,500 SFD Lots, 8,000 to 12,000 Square Feet 10 $3,375 per SFD Lot $33,750 SFD Lots Less than 8,000 Square Feet 0 $1,800 per SFD Lot $0 Single Family Attached Units 107 $1,800 per Unit $192,600 Loft Units 21 $1,200 per Unit $25,200 Non-Residential Building Square Footage 405700 $2.50 per square foot $101,750 N/A Golf Course N/A $200,000 Total Expected Maximum Special Tax Revenues $290599225 *Figures are shown in fiscal year 2004-05 dollars and will escalate two percent(2%)per year thereafter. A-13 DOCSSF/45753v7/22925-0010 not less than 75 days prior to any redemption date for Bonds to be redeemed with the proceeds of such prepaid Special Taxes. The Prepayment Amount shall be calculated as follows: (capitalized terms as defined below): Bond Redemption Amount plus Remaining Facilities Amount plus Redemption Premium plus Defeasance Requirement plus Administrative Fees and Expenses less Reserve Fund Credit equals Prepayment Amount As of the proposed date of prepayment, the Prepayment Amount shall be determined by application of the following steps: Step 1. Compute the total Maximum Special Tax that could be collected from the Assessor's Parcel prepaying the Special Tax in the Fiscal Year in which prepayment would be received by the TDPUD or, in the event of a prepayment pursuant to Step 3.b in Section D, compute the amount by which the Maximum Special Tax revenues would be reduced by the Land Use/Entitlement Change and use the amount of this reduction as the figure for purposes of this Step 1. Step 2. Divide the Maximum Special Tax from Step 1 by the then-current Expected Maximum Special Tax Revenues for the CFD. Step 3. Multiply the quotient computed pursuant to Step 2 by the Outstanding Bonds to compute the amount of Outstanding Bonds to be retired and prepaid (the 'Bond Redemption . Amount'). Step 4. Compute the current Remaining Facilities Costs(if any). Step 5. Multiply the quotient computed pursuant to Step 2 by the amount determined pursuant to Step 4 to compute the amount of Remaining Facilities Costs to be prepaid (the "Remaining Facilities Anzount'�. Step b. Multiply the Bond Redemption Amount computed pursuant to Step 3 by the applicable redemption premium, if any, on the Outstanding Bonds to be redeemed (the "Redemption Premium'). Step 7. Compute the amount needed to pay interest on the Bond Redemption Amount starting with the first Bond interest payment date after which the prepayment has been received until the earliest redemption date for the Outstanding Bonds, which, depending on the Bond offering document,may be as early as the next interest payment date. Step 8: Compute the amount of interest the TDPUD reasonably expects to derive from reinvestment of the Bond Redemption Amount plus the Redemption Premium from the first Bond interest payment date after which the prepayment has been received until the redemption date for the Outstanding Bonds. Step 9: Take the amount computed pursuant to Step 7 and subtract the amount computed pursuant to Step 8(the "Defeasance Requirement'. Step 10. Determine the costs of computing the prepayment amount,the costs of redeeming Bonds, and the costs of recording any notices to evidence the prepayment and the redemption (the "Administrative Fees and Expenses'). A-11 DOCSSF/45753v7/22925-0010 E. METHOD OF LEVY OF THE SPECIAL TAX Each Fiscal Year,the Administrator shall determine the Special Tax Requirement to be collected in that Fiscal Year, and the Special Tax shall be levied according to the steps outlined below. Step l: The Special Tax shall be levied Proportionately on each Parcel of Developed Property within the CFD that is Single Family Detached Property, Single Family Attached Property, or a Loft Unit up to 100% of the Maximum Special Tax for each Parcel for such Fiscal Year until the amount levied on such Developed Property is equal to the Special Tax Requirement prior to applying any Capitalized Interest that is available in the CFD accounts. Step 2: if additional revenue is needed after Step 1, and after applying Capitalized Interest to the Special Tax Requirement,the Special Tax shall be levied Proportionately on each Parcel of Developed Property within the CFD that is Non-Residential Property up to 100% of the Maximum Special Tax for such Developed Property for such Fiscal Year determined pursuant to Section C. Step 3: If additional revenue is needed after Step 2, the Special Tax shall be levied Proportionately on each Parcel of Developed Property within the CFD that is Golf Course Property up to 100% of the Maximum Special Tax for such Developed Property for such Fiscal Year determined pursuant to Section C. Step 4: If additional revenue is needed after Step 3, the Special Tax shall be levied Proportionately on each Assessor's Parcel of Undeveloped Property within the CFD, up to 100% of the Maximum Special Tax for Undeveloped Property for such Fiscal Year determined pursuant to Section C. Step 5: if additional revenue is needed after Step 4, the Special Tax shall be levied Proportionately on each Parcel of Association Property within the CFD, up to 100% of the Maximum Special Tax for Undeveloped Property for such Fiscal Year determined pursuant to Section C. Step 6: If additional revenue is needed after Step 5, the Special Tax shall be levied Proportionately on each Assessor's Parcel of Excess Public Property, exclusive of property exempt from the Special Tax pursuant to Section G below, up to 100% of the Maximum Special Tax for Undeveloped Property for such Fiscal Year determined pursuant to Section C. F. COLLECTION OF SPECIAL TAX The Special Taxes for CFD No. 04-1 shall be collected in the same manner and at the same time as ordinary ad valorem property taxes, provided, however, that prepayments are permitted as set forth in Section H below and provided further that the TDPUD may directly bill the Special Tax, may collect Special Taxes at a different time or in a different manner, and may collect delinquent Special Taxes through foreclosure or other available methods. The Special Tax for Fractional Units may be billed either directly to individual fractional share owners or to a homeowners association, which shall then bill the individual fractional share owners;non-payment of Special Taxes billed by the homeowners association shall result in interest and penalties, and the fractional ownership shall be subject to foreclosure proceedings as set forth in the Bond covenants. The Special Tax shall be levied and collected until principal and interest on Bonds have been repaid,TDPUD's costs of constructing or acquiring authorized facilities from Special Tax proceeds have been paid, and all administrative expenses have been reimbursed. However, in no event shall a Special Tax be levied after Fiscal Year 2043-44. Pursuant to Section 53321 (d) of the Act, the Special Tax levied against a Parcel used for private residential purposes shall under no circumstances increase more than ten percent (10%) as a consequence of delinquency or A-9 DOCSSF/45753v7/22925-0010 5. Golf Course Property The Maximum Special Tax assigned to Golf Course Property for Fiscal Year 2004-05 is $200,000. On July 1, 2005 and on each July l thereafter, this Maximum Special Tax shall be increased each Fiscal Year thereafter by an amount equal to two percent(2%) of the amount in effect the prior Fiscal Year. if the Golf Course Property is fully contained within one Assessor's Parcel, the Maximum Special Tax identified above shall be collected from the Parcel. if the Golf Course Property is spread over more than one Assessor's Parcel, the following steps shall be applied in the first Fiscal Year in which the Golf Course Property is Developed Property to determine the Maximum Special Tax to be assigned to each Parcel: Step 1: Multiply the total Maximum Special Tax assigned to the Golf Course Property by fifty percent(50%); Step 2: Determine the combined Acreage of all Assessor's Parcels on which the clubhouse, pro shop, driving range,parking lot, and other outbuildings are located; Step 3: Divide the amount determined in Step l by the Acreage identified in Step 2 to calculate a per-acre Special Tax; Step 4: Multiply the per-acre Special Tax calculated in Step 3 by the Acreage of each Assessor's Parcel on which the clubhouse, pro shop, driving range, parking lot, and other outbuildings are located to calculate the Maximum Special Tax for each of the Parcels; Step 5: Determine the combined Acreage of all Assessor's Parcels of Golf Course Property that were not included in the Acreage calculated in Step 2 above; Step 6: Divide the amount determined in Step l by the Acreage calculated in Step 5 to calculate a per-acre Special Tax; Step 7. Multiply the per-acre Special Tax calculated in Step 6 by the Acreage of each Assessor's Parcel included in the figure determined in Step 5 to calculate the Maximum Special Tax for each of the Parcels. The Maximum Special Tax determined for each Assessor's Parcel of Golf Course Property pursuant to the steps set forth above shall be increased on July l of the following Fiscal Year, and on each July l thereafter, by an amount equal to two percent (2%) of the amount in effect the prior Fiscal Year. If an Assessor's Parcel of Golf Course Property is further subdivided or otherwise reconfigured, the Maximum Special Tax assigned to the Parcel shall be allocated to the new Parcels on an Acreage basis. 6. Undeveloped Property The Maximum Special Tax for Undeveloped Property for Fiscal Year 2004-05 is $17,500 per Acre. On July 1, 2005 and on each July I thereafter, this Maximum Special Tax shall be increased by an amount equal to two percent (2%) of the amount in effect for the prior Fiscal Year. D. BACK-UP FORMULA The Maximum Special Taxes set forth in Section C above were calculated based on the Expected Land Uses at CFD Formation. The Administrator shall review Tentative Map revisions and other changes to the land uses within the CFD and compare the revised land uses to the Expected Land Uses to evaluate the impact on the Expected Maximum Special Tax Revenues. In addition, the Administrator shall review Final Maps to ensure they reflect the number and size of SFD Lots that were anticipated in the Tentative Map. A-7 DOCSSF/45753v7/22925-0010 "Tentative Map" means the tentative subdivision map for the Gray's Crossing Planned Development approved by the Town on February 5,2004. "Town"means the incorporated Town of Truckee. "Undeveloped Property" means, in any Fiscal Year, all Parcels of Taxable Property within the CFD that are not Developed Property. "Unit" means (i) for Single Family Detached Property, an individual single-family detached unit, (ii)an individual Loft Unit, and (iii) for Single Family Attached Property, an individual residential unit within a duplex, triplex, fourplex,townhome, or condominium structure. B. DATA FOR ANNUAL ADMINISTRATION On or about July 1 of each Fiscal Year,the Administrator shall identify the current Assessor's Parcel numbers for all Parcels of Taxable Property. The Administrator shall also determine: (i)whether each Assessor's Parcel of Taxable Property is Developed Property or Undeveloped Property, (ii) for Developed Property, which Parcels are Single Family Detached Property, Single Family Attached Property,Loft Units, Golf Course Property and Non-Residential Property, (iii) for Parcels of Single Family Attached Property, the number of Units on each Parcel, (iv) for Single Family Detached Property, the size of each residential lot within Final Maps that have been recorded, (v) whether there are Parcels of Rental Property, Excess Public Property, or Parcels with Affordable Units, and(vi)the Special Tax Requirement. For Single Family Attached Property, the number of Units shall be determined by referencing the site plan, condominium plan, or other development plan. For Non-Residential Property that includes Loft Units, the Administrator shall reference the condominium map or other such development plan to determine the Building Square Footage, or if such map or plan is not available, the Administrator shall determine the Building Square Footage associated with the Loft Units and subtract the square footage thereof from the total Building Square Footage to determine the square footage that will be subject to the Maximum Special Tax for Non-Residential Property. If, in any Fiscal Year, an Assessor's Parcel includes both Developed Property and Undeveloped Property, the Administrator shall determine the Acreage associated with the Developed Property, subtract this Acreage from the total Acreage of the Assessor's Parcel, and use the remaining Acreage to calculate the Special Tax that will apply to Undeveloped Property within the Assessor's Parcel. In addition,the Administrator shall, on an ongoing basis, monitor whether changes in land use have been proposed that will affect the Expected Land Uses and whether Final Maps that have been proposed for approval by the Town are consistent with the Expected Land Uses. If changes to the Expected Land Uses are proposed,the Administrator shall apply the steps set forth in Section D below. C. MAXIMUM SPECIAL TAX 1. Single Family Detached Property The Maximum Special Tax for Single Family Detached Property for Fiscal Year 2004-05 is shown in Table 1 below: A-5 DOCSSF/45753v7/22925-0010 Unit is Single Family Detached Property, as Single Family Attached Property if the Unit meets the definition set forth for such property below, or(iii)as a Loft Unit if the Unit is located above a retail establishment. "Expected Land Uses"means the total number of Units and size of SFD Lots expected to be constructed within the CFD as determined from time to time by the Administrator after applying the steps in Section D below. At CFD Formation,the Expected Land Uses were those expected to be reflected in the Tentative Map. The Expected Land Uses at CFD Formation are summarized in Attachment 1 hereto:the Administrator shall update Attachments 1 and 2 each time a change occurs to the land use plans for property in the CFD. "Expected Maximum Special Tax Revenues" means the amount of annual revenue that would be available if the Maximum Special Tax was levied on the Expected Land Uses. The Expected Maximum Special Tax Revenues as of CFD Formation are shown in Attachment 1 of this Rate and Method of Apportionment of Special Tax. "Final Bond Sale" means the last series of Bonds that will be issued on behalf of CFD No. 04-1 (excluding any Bond refundings), as determined in the sole discretion of the TDPUD. "Final Map" means a final map, or portion thereof, recorded by the County pursuant to the Subdivision Map Act (California Government Code Section 66410 et seq.)that creates individual lots on which building permits for new construction may be issued without further subdivision and for which no further subdivision is anticipated pursuant to the Tentative Map. "Fiscal Year"means the period starting July l and ending on the following June 30. "Fitness Facility Property"means any Assessor's Parcels within the CFD that meets both of the following criteria (i)a building permit has been issued for construction of a swim or fitness facility on the Parcel,and(ii)based on the size of the Parcel,no other buildings can be constructed on the Parcel. "Fractional Unit" means a single family detached unit or a single family attached unit for which multiple owners may each purchase a fractional share of ownership(also referred to as a timeshare unit by the California Department of Real Estate). "Golf Course Property" means any property within CFD No. 04-1 that is used as a golf course, including but not limited to, a driving range, clubhouse, pro shop, parking, outbuildings, and other golf-related amenities. Golf Course Property shall also include any property within the CFD that is used or expected to be used for a swim and/or fitness facility if such facility is located on the same Assessor's Parcel as the clubhouse, pro shop or other golf- related buildings. "Lodging Unit"means a unit that is(i)offered for rent to the general public on an overnight or limited stay basis,as defined in the Development Agreement, and (ii) constructed within the geographic area labeled Neighborhood Commercial in Attachment 2. if Fractional Units are built within the Neighborhood Commercial area, all such units shall be taxed at the same rate as other Units of Single Family Attached Property within the CFD. "Loft Unit" means a residential Unit located above and attached to a commercial establishment, which shall not under any circumstance include a residential Unit within which the owner of such Unit operates an at-home business operation. "Maximum Special Tax" means the greatest amount of Special Tax that can be levied on an Assessor's Parcel in any Fiscal Year determined in accordance with Section C below, as may be adjusted pursuant to Step 3 in Section D below. "Non-Residential Property" means, in any Fiscal Year, all Parcels of Taxable Property which are not Single Family Detached Property, Single Family Attached Property, Golf Course Property, Loft Units, Association Property, Excess Public Property, or Undeveloped Property. As discussed below, Loft Units shall be taxed separately from the non-residential Building Square Footage on the Parcel. A-3 DOCSSF/45753v7/22925-0010 APPENDIX A RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX A Special Tax applicable to each Assessor's Parcel in the Truckee Donner Public Utility District Community Facilities District No.04-1 (Gray's Crossing) [herein"CFD No. 04-1"] shall be levied and collected according to the tax liability determined by the Board of Directors or its designee,through the application of the appropriate amount or rate for Taxable Property, as described below. All of the property in CFD No. 04-1, unless exempted by law or by the provisions of Section G below, shall be taxed for the purposes, to the extent, and in the manner herein provided, including property subsequently annexed to the CFD unless a separate Rate and Method of Apportionment is adopted for the annexation area. A. DEFINITIONS The terms hereinafter set forth have the following meanings: "Acre" or"Acreage"means the land area of an Assessor's Parcel as shown on an Assessor's Parcel Map, or if the land area is not shown on an Assessor's Parcel Map,the land area shown on the applicable Final Map or other parcel map recorded with the County. "Act"means the Mello-Roos Community Facilities Act of 1982, as amended,being Chapter 2.5, (commencing with Section 53311),Division 2 of Title 5 of the California Government Code. "Administrative Expenses" means any or all of the following: the fees and expenses of any fiscal agent or trustee (including any fees or expenses of its counsel) employed in connection with any Bonds, and the expenses of the TDPUD carrying out its duties with respect to CFD No. 04-1 and the Bonds, including, but not limited to, levying and collecting the Special Tax, the fees and expenses of legal counsel, charges levied by the County Auditor's Office, Tax Collector's Office, and/or Treasurer's Office, costs related to annexing property into the CFD, costs related to property owner inquiries regarding the Special Tax, amounts needed to pay rebate to the federal government with respect to the Bonds, costs associated with complying with any continuing disclosure requirements for the Bonds and the Special Tax, and all other costs and expenses of the TDPUD in any way related to the establishment or administration of the CFD. "Administrator" means the person or firm designated by the TDPUD to administer the Special Tax according to this Rate and Method of Apportionment of Special Tax. "Affordable Unit" means any Unit within CFD No. 04-1 which is subject to (i) a deed-restricted cap limiting the appreciation that can be realized by the owner of the Unit for thirty (30) years, or (ii) another such deed restriction that replaces the 30-year appreciation cap in future years. In the Fiscal Year after the Fiscal Year in which the deed- restriction on an Affordable Unit expires, such Unit shall be taxed as Single Family Detached Property or Single Family Attached Property, as applicable. "Assessor's Parcel"or"Parcel"means a lot or parcel, including an airspace parcel for a condominium unit or Loft Unit, shown on an Assessor's Parcel Map with an assigned Assessor's Parcel number. "Assessor's Parcel Map" means an official map of the County Assessor designating parcels by Assessor's Parcel number. "Association Property"means any property within the CFD that is owned by a homeowners association, excluding such property under the pad or footprint of a Unit. Association Property shall also include property designated as open space in a recorded Final Map whether or not such property has yet been dedicated to a homeowners association,public agency,or private land trust. "Board of Directors"or"Board"means the Board of Directors of the TDPUD. A-1 DOCS SF/45753v7/22925-00 l 0 UNDERWRITING The Bonds are being purchased by UBS Financial Services Inc. (the"Underwriter"). The Underwriter has agreed to purchase the Bonds at a price of$ (being $ aggregate principal amount thereof, less Underwriter's discount of $ ). The purchase agreement relating to the Bonds provides that the Underwriter will purchase all of the Bonds if any are purchased. The obligation to make such purchase is subject to certain terms and conditions set forth in such purchase agreement, the approval of certain legal matters by counsel and certain other conditions. The Underwriter may offer and sell the Bonds to certain dealers and others at prices lower than the offering price stated on the cover page hereof. The offering price may be changed from time to time by the Underwriter. FINANCIAL INTERESTS The fees being paid to the Underwriter,Underwriter's Counsel and Bond Counsel are contingent upon the issuance and delivery of the Bonds and the fees being paid to the Financial Adviser are partially contingent upon the issuance and delivery of the Bonds. From time to time, Bond Counsel represents the Underwriter on matters unrelated to the Bonds. PENDING LEGISLATION The District is not aware of any significant pending legislation which would have material adverse consequences on the Bonds or the ability of the District to pay the principal of and interest on the Bonds when due. 44 DOCSSF/45753v7/22925-0010 CONTINUING DISCLOSURE Pursuant to a Continuing Disclosure Agreement with MuniFinancial, as dissemination agent (the "Disclosure Agreement"), the District, has agreed to provide, or cause to be provided, to each nationally recognized municipal securities information repository and any public or private repository or entity designated by the State as a state repository for purposes of Rule 15c2-12(b)(5) adopted by the Securities and Exchange Commission (each, a "Repository") certain annual financial information and operating data concerning the District. The Annual Report to be filed by the District is to be filed not later than January 1 of each year, beginning January 1, 2006, and is to include audited financial statements of TDPUD. The requirement that TDPUD file its audited financial statements as a part of the Annual Report has been included in the Disclosure Agreement solely to satisfy the provisions of Rule 15c2-12. The inclusion of this information does not mean that the Bonds are secured by any resources or property of TDPUD other than as described hereinabove. See "SOURCES OF PAYMENT FOR THE BONDS" and "SPECIAL RISK FACTORS — Limited Obligations." TDPUD failed to file in a timely manner its annual reports required under the continuing disclosure obligation undertaken in connection with previously issued certificates of participation. In early 2003, TDPUD filed all required reports and TDPUD is now current on all filings required pursuant to its previous continuing disclosure undertaking. To assist the Underwriter in complying with Rule 15c2-12(b)(5), the Developer will enter into a certain Continuing Disclosure Agreement (the "Landowner Disclosure Agreement") covenanting to provide an Annual Report not later than September 1 of each year beginning September 1, 2005, and a Semi-Annual Report each March 1 beginning March 1,2005. The Annual Reports provided by the Developer are to contain audited financial statements,if any are prepared, and the additional financial and operating data outlined in the Landowner Disclosure Agreement attached in APPENDIX F. The Landowner Disclosure Agreements will inure solely to the benefit of the District, any Dissemination Agent,the Underwriter and owners or beneficial owners from time to time of the Bonds. TAX MATTERS In the opinion of Stradling Yocca Carlson & Rauth, a Professional Corporation, Newport Beach, California, Bond Counsel, under existing statutes, regulations, rulings and judicial decisions, interest on the Bonds is excluded from gross income for federal income tax purposes, and is not an item of tax preference for purposes of calculating the federal alternative minimum tax imposed on individuals and corporations. In the further opinion of Bond Counsel,interest on the Bonds is exempt from State of California personal income tax. Bond Counsel notes that,with respect to corporations, interest on the Bonds may be included as an adjustment in the calculation of alternative minimum taxable income which may affect the alternative minimum tax liability of corporations. In addition, the difference between the issue price of a Bond (the first price at which a substantial amount of the Bonds of a maturity is to be sold to the public) and the stated redemption price at maturity with respect to the Bond constitutes original issue discount. Original issue discount accrues under a constant yield method, and original issue discount will accrue to a Bondowner before receipt of cash attributable to such excludable income. The amount of original issue discount deemed received by a Bond Owner will increase the Bond Owner's basis in the applicable Bond. The amount of original issue discount that accrues to the owner of the Bond is excluded from gross income of such owner for federal income tax purposes, is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations,and is exempt from State of California personal income tax. Bond Counsel's opinion as to the exclusion from gross income of interest on the Bonds (and original issue discount) is based upon certain representations of fact and certifications made by the District and others and is subject to the condition that the District complies with all requirements of the Internal Revenue Code of 1986, as amended (the "Code"), that must be satisfied subsequent to the issuance of the Bonds to assure that interest on the Bonds (and original issue discount) will not become includable in gross income for federal 42 DOCSSF/45753v7/22925-0010 No Acceleration Provision The Bonds do not contain a provision allowing for the acceleration of the Bonds in the event of a payment default or other default under the Bonds or the Indenture. Loss of Tax Exemption As discussed under the caption "TAX MATTERS," the interest on the Bonds could become includable in gross income for federal income tax purposes retroactive to the date of issuance of the Bonds as a result of a failure of the District to comply with certain provisions of the Internal Revenue Code of 1986, as amended. Should such an event of taxability occur, the Bonds are not subject to early redemption and will remain outstanding to maturity or until redeemed under one of the redemption provisions of the Indenture. Limitations on Remedies Remedies available to the owners of the Bonds may be limited by a variety of factors and may be inadequate to assure the timely payment of principal of and interest on the Bonds or to preserve the tax-exempt status of the Bonds. Bond Counsel has limited its opinion as to the enforceability of the Bonds and of the Indenture to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium, or other similar laws affecting generally the enforcement of creditors' rights, by equitable principles and by the exercise of judicial discretion. The lack of availability of certain remedies or the limitation of remedies may entail risks of delay,limitation or modification of the rights of the owners of the Bonds. Limited Secondary Market There can be no guarantee that there will be a secondary market for the Bonds or, if a secondary market exists, that such Bonds can be sold for any particular price. Although the District and the Developer have committed to provide certain financial and operating information on an annual basis, there can be no assurance that such information will be available to Bondowners on a timely basis. See "CONTINUING DISCLOSURE." The failure to provide the required annual financial information does not give rise to monetary damages but merely an action for specific performance. Occasionally, because of general market conditions, lack of current information, or because of adverse history or economic prospects connected with a particular issue, secondary marketing practices in connection with a particular issue are suspended or terminated. Additionally,prices of issues for which a market is being made will depend upon then prevailing circumstances. Such prices could be substantially different from the original purchase price. Proposition 218 An initiative measure commonly referred to as the "Right to Vote on Taxes Act"(the"Initiative")was approved by the voters of the State of California at the November 5, 1996 general election. The Initiative added Article XIIIC and Article XIIID to the California Constitution. According to the "Title and Summary" of the Initiative prepared by the California Attorney General, the Initiative limits "the authority of local governments to impose taxes and property-related assessments, fees and charges." The Initiative could potentially impact the Special Taxes available to the District to pay the principal of and interest on the Bonds as described below. Among other things, Section 3 of Article XIII states that ". the initiative power shall not be prohibited or otherwise limited in matters of reducing or repealing any local tax, assessment, fee or charge." The Act provides for a procedure which includes notice, hearing, protest and voting requirements to alter the 40 DOC SSF/4575 3v7/22925-001 0 No assurance can be given that any bid will be received for a parcel with delinquent Special Taxes offered for sale at foreclosure or, if a bid is received, that such bid will be sufficient to pay all delinquent Special Taxes. FDIC/Federal Government Interests in Properties The ability of the District to foreclose the lien of delinquent unpaid Special Tax installments may be limited with regard to properties in which the Federal Deposit Insurance Corporation (the "FDIC"), the Drug Enforcement Agency, the Internal Revenue Service, or other federal agency has or obtains an interest. In the event that any financial institution making any loan which is secured by real property within the District is taken over by the FDIC, and prior thereto or thereafter the loan or loans go into default, then the ability of the District to collect interest and penalties specified by State law and to foreclose the lien of delinquent unpaid Special Taxes may be limited. The FDIC's policy statement regarding the payment of state and local real property taxes (the "Policy Statement")provides that property owned by the FDIC is subject to state and local real property taxes only if those taxes are assessed according to the property's value, and that the FDIC is immune from real property taxes assessed on any basis other than property value. According to the Policy Statement, the FDIC will pay its property tax obligations when they become due and payable and will pay claims for delinquent property taxes as promptly as is consistent with sound business practice and the orderly administration of the institution's affairs, unless abandonment of the FDIC's interest in the property is appropriate. The FDIC will pay claims for interest on delinquent property taxes owed at the rate provided under state law,to the extent the interest payment obligation is secured by a valid lien. The FDIC will not pay any amounts in the nature of fines or penalties and will not pay nor recognize liens for such amounts. If any property taxes (including interest) on FDIC-owned property are secured by a valid lien (in effect before the property became owned by the FDIC), the FDIC will pay those claims. The Policy Statement further provides that no property of the FDIC is subject to levy, attachment, garnishment, foreclosure or sale without the FDIC's consent. In addition, the FDIC will not permit a lien or security interest held by the FDIC to be eliminated by foreclosure without the FDIC's consent. The Policy Statement states that the FDIC generally will not pay non-ad valorem taxes, including special assessments, on property in which it has a fee interest unless the amount of tax is fixed at the time that the FDIC acquires its fee interest in the property, nor will it recognize the validity of any lien to the extent it purports to secure the payment of any such amounts. Special taxes imposed under the Mello-Roos Act and a special tax formula which determines the special tax due each year are specifically identified in the Policy Statement as being imposed each year and therefore covered by the FDIC's federal immunity. The Ninth Circuit has issued a ruling on August 28, 2001 in which it determined that the FDIC, as a federal agency, is exempt from Mello-Roos special taxes. The District is unable to predict what effect the application of the Policy Statement would have in the event of a delinquency in the payment of Special Taxes on a parcel within the District in which the FDIC has or obtains an interest, although prohibiting the lien of the FDIC to be foreclosed out at a judicial foreclosure sale could reduce or eliminate the number of persons willing to purchase a parcel at a foreclosure sale. Such an outcome could cause a draw on the Reserve Account and perhaps, ultimately, if enough property were to become owned by the FDIC,a default in payment on the Bonds. Bankruptcy and Foreclosure Bankruptcy, insolvency and other laws generally affecting creditors rights could adversely impact the interests of owners of the Bonds in at least two ways. First, the payment of property owners' taxes and the -�- ability of the District to foreclose the lien of a delinquent unpaid Special Tax pursuant to its covenant to pursue judicial foreclosure proceedings may be limited by bankruptcy, insolvency or other laws generally affecting 38 DOCSSF/45753v7/22925-0010 Neither TDPUD nor the Developer has knowledge of any hazardous substances being located on the property within the District. The Assessment discussed under "THE DEVELOPMENT AND PROPERTY OWNERSHIP — Environmental Compliance" revealed no evidence that incidents involving hazardous or potentially hazardous materials have impacted the District. Parity Taxes and Special Assessments Property within the District is subject to the lien of several overlapping public agencies. See "THE COMMUNITY FACILITIES DISTRICT—Estimated Direct and Overlapping Indebtedness." The Special Taxes and any penalties thereon will constitute a lien against the lots and parcels of land on which they will be annually imposed until they are paid. Such lien is on a parity with all special taxes and special assessments levied by TDPUD and other agencies and is co-equal to and independent of the lien for general property taxes regardless of when they are imposed upon the same property. The Special Taxes have priority over all existing and future private liens imposed on the property except,possibly, for liens or security interests held by the Federal Deposit Insurance Corporation. See"—Bankruptcy and Foreclosure"below. Neither TDPUD nor the District has control over the ability of other public agencies and districts to issue indebtedness secured by special taxes or assessments payable from all or a portion of the property -,within the District. In addition, the landovvners )vithin the District may, without the consent or knowledge of TDPUD, petition other public agencies to issue public indebtedness secured by special taxes or assessments. Any such special taxes or assessments may have a lien on such property on a parity with the Special Taxes and could reduce the estimated value-to-lien ratios for property within the District described herein. Disclosures to Future Purchasers The willingness or ability of an owner of a parcel to pay the Special Tax even if the value of the parcel is sufficient may be affected by whether or not the owner was given due notice of the Special Taxes at the time the owner purchased the parcel, was informed of the amount of the Special Tax on the parcel should the Special Tax be levied at the maximum tax rate and the risk of such a levy and, at the time of such a levy, has the ability to pay it as well as pay other expenses and obligations. TDPUD has caused a notice of the Special Tax lien to be recorded in the Office of the Recorder for the County against each parcel. While title companies normally refer to such notices in title reports, there can be no guarantee that such reference will be made or, if made, that a prospective purchaser or lender will consider such Special Tax obligation in the purchase of a property within the District or lending of money thereon. The Act requires the subdivider(or its agent or representative) of a subdivision to notify a prospective purchaser or long-term lessor of any lot,parcel, or unit subject to a Mello-Roos special tax of the existence and maximum amount of such special tax using a statutorily prescribed form. California Civil Code Section 1102.6b requires that in the case of transfers other than those covered by the above requirement, the seller must at least make a good faith effort to notify the prospective purchaser of the special tax lien in a format prescribed by statute. Failure by an owner of the property to comply with the above requirements, or failure by a purchaser or lessor to consider or understand the nature and existence of the Special Tax, could adversely affect the willingness and ability of the purchaser or lessor to pay the Special Tax when due. Non-Cash Payments of Special Taxes Under the Act, the Board of Directors as the legislative body of the District may reserve to itself the right and authority to allow the owner of any taxable parcel to tender a Bond in full or partial payment of any --� installment of the Special Taxes or the interest or penalties thereon. A Bond so tendered is to be accepted at par and credit is to be given for any interest accrued thereon to the date of the tender. Thus, if Bonds can be 36 DOCSSF/45753v7/22925-0010 Additionally, the Developer may need to obtain financing to complete the development of the Cabins and Cottages in the District. No assurance can be given that the required funding will be secured or that the proposed development will be partially or fully completed, and it is possible that cost overruns will be incurred which will require additional funding beyond what is assumed in the Appraisal. Such funding may or may not be available. Added costs could result in a reduction in the value of the land in the District. See "THE DEVELOPMENT AND PROPERTY OWNERSHIP—Appraisal"herein. There can be no assurance that land development operations within the District will not be adversely affected by a future deterioration of the real estate market and economic conditions or future local, State and federal governmental policies relating to real estate development, the income tax treatment of real property ownership, or the national economy. A slowdown of the development process and the absorption rate could adversely affect land values and reduce the ability or desire of the property owners to pay the annual Special Taxes. In that event, there could be a default in the payment of principal of, and interest on, the Bonds when due. Bondowners should assume that any event that significantly impacts the ability to develop land in the District would cause the property values within the District to decrease substantially from those estimated by the Appraiser and could affect the willingness and ability of the owners of land within the District to pay the Special Taxes when due. Future Land Use Regulations and Growth Control Initiatives It is possible that future growth control initiatives could be enacted by the voters or future local, state or federal land use regulations could be adopted by governmental agencies and be made applicable to the development of the vacant land within the District with the effect of negatively impacting the ability of the ` owners of such land to complete the development of such land if they should desire to develop it. This possibility presents a risk to prospective purchasers of the Bonds in that an inability to complete desired development increases the risk that the Bonds will not be repaid when due. The owners of the Bonds should assume that any reduction in the permitted density, significant increase in the cost of development of the vacant land or substantial delay in development caused by growth and building permit restrictions or more restrictive land use regulations would cause the values of such vacant land within the District to decrease. A reduction in land values increases the likelihood that in the event of a delinquency in payment of Special Taxes a foreclosure action will result in inadequate funds to repay the Bonds when due. Completion of construction of any proposed structures on the vacant land within the District is subject to the receipt of approvals from a number of public agencies concerning the layout and design of such structures, land use,health and safety requirements and other matters. The failure to obtain any such approval could adversely affect the planned development of such land. The Development Agreement, however, vests certain development rights on the Developer, subject to California law limiting such vesting rights, and restricts the Town from modifying development approvals, all as described under "THE DEVELOPMENT AND PROPERTY OWNERSHIP—Development Agreement." Under current State law, it is generally accepted that proposed development is not exempt from future land use regulations until building permits have been issued and substantial work has been performed and substantial liabilities have been incurred in good faith reliance on the permits. Because future development of vacant property in the District could occur over many years, if at all, the application of future land use regulations to the development of the vacant land could cause significant delays and cost increases not currently anticipated, thereby reducing the development potential of the vacant property and the ability or willingness of owners of such land to pay Special Taxes when due or causing land values of such land within the District to decrease substantially from those in the Appraisal. 34 DOCSSF/45753v7/22925-0010 The Appraiser made several other assumptions and assumptions when arriving at the total appraised value set forth in the Appraisal, all as set forth in APPENDIX B. No assurance can be given that the assumptions made by the Appraiser will,in fact,be realized,and,as a result,no assurance can be given that the property within the District could be sold at the appraised values included in the Appraisal. See "APPENDIX B—COMPLETE APPRAISAL." SPECIAL RISK FACTORS The purchase of the Bonds involves a high degree of investment risk and, therefore, the Bonds are not appropriate investments for many tees of investors. The following is a discussion of certain risk factors which should be considered, in addition to other matters set forth herein, in evaluating the investment quality of the Bonds. This discussion does not purport to be comprehensive or definitive. The occurrence of one or more of the events discussed herein could adversely affect the ability or willingness of property owners in the District to pay their Special Taxes when.due. Such failures to pay Special Taxes could result in the inability of the District to make full and punctual payments of debt service on the Bonds. In addition, the occurrence of one or more of the events discussed herein could adversely affect the value of the property in the District. See "—Land Values"and "Limited Secondary Market"below. Concentration of Ownership All of the land in the District is currently owned by the Developer. Assuming the 101 phase I Lots sell as described under "THE DEVELOPMENT AND PROPERTY OWNERSHIP — Development Plan — Single Family Lots," approximately 68.87% of the projected 2005-06 Special Tax levy would be paid by the Developer with the balance being paid by individual owners. If additional sales beyond the 101 phase 1 Lots occur before the levy of the 2005-06 Special Tax, a higher percentage of the levy will be allocated to the individual Owners. See "THE COMMUNITY FACILITIES DISTRICT—Taxpayers." Until the sale of Lots to individuals, the receipt of the Special Taxes is largely dependent on the willingness and the ability of the Developer to pay the Special Taxes when due. Failure of the Developer, or any successor, to pay the annual Special Taxes when due could result in a default in payments of the principal of, and interest on, the Bonds, when due. See"SPECIAL RISK FACTORS—Failure to Develop Properties"below. Furthermore, no assurance can be made that the Developer, or its successors, will complete the intended construction and development in the District. See "SPECIAL RISK FACTORS — Failure to Develop Properties" below. As a result, no assurance can be given that the Developer and the other landowners within the District will continue to pay Special Taxes in the future or that they will be able to pay such Special Taxes on a timely basis. See "SPECIAL RISK FACTORS — Bankruptcy and Foreclosure" below, for a discussion of certain limitations on the District's ability to pursue judicial proceedings with respect to delinquent parcels. Limited Obligations The Bonds and interest thereon are not payable from the general funds of TDPUD. Except with respect to the Special Taxes, neither the credit nor the taxing power of the District nor TDPUD is pledged for the payment of the Bonds or the interest thereon, and, except as provided in the Indenture, no Owner of the Bonds may compel the exercise of any taxing power by the District or TDPUD or force the forfeiture of any TDPUD or District property. The principal of, premium, if any, and interest on the Bonds are not a debt of TDPUD or a legal or equitable pledge, charge, lien or encumbrance upon any of TDPUD's or the District's property or upon any of TDPUD's or the District's income, receipts or revenues, except the Special Taxes and other amounts pledged under the Indenture. 32 DOCSSF/45753v7/22925-0010 TABLE 6 DEVELOPER'S PRO FORMA CASH FLOW (in thousands of dollars) thru Total 6130104 2004 2005 2006 2007 2008 Project REVENUES i Sales Revenue -- $22,750 $36,975 $73,245 $70,470 $40,600") $244,040 Bond Proceeds ReimbursemenP -- 6,306 7,033 7,363 2,100 95 22,896 Developer Cash Investment(2) $20,088 -- -- -- -- -- 20,088 TOTAL REVENUE $20,088 $29,056 $44,008 $80,608 $72,570 $40,695 $287,024 PROJECT COSTS Land Acquisition 14,771 -- -- __ __ -- 14,771 Sitework&Infrastructure 159 7,167 8,267 7,167 7,167 7,167 29,869 Building Costs -- 10 8,945 27,178 18,228 14,805 69,166 Professional Services 3,857 2,1.07 2,554 2,298 2,037 685 13,538 Fees,Permits&Taxes 591 469 1,211 2,859 2,213 1,352 8,694 Legal/Financial/Interest 282 175 578 1,358 954 642 3,990 Marketing 428 683 784 1,558 1,795 966 6,214 Contingency&Warranty -- 531 1,280 2,503 1,839 1,095 7,248 Commissions&Closing Costs -- 2,048 3,003 5,692 5,764 3,150(21 1.9,657 TOTAL COSTS $20,088 $13,190 $26,622 $50,612 $39,996 $22,639 $173,146 NET CASH FLOW FROM DEVELOPMENT' IF7,3 86 32 574 1 0 11 87 (')Assumes a second issuance of bonds in 2005. (2)Represents equity contributions from the investor limited partner of the Developer. (3)Positive net cash flows are distributed to EWRDV. Cash to pay certain immediate development costs is retained from such distributions. Source: The Developer. 4 J%, DOCSSF/45753v7/22925-0010 play annually in the months of May through October depending on snow and other weather conditions. The Golf Course will include 12,000 square feet for pro shop/club house facilities,a short game practice area and a driving range. Construction of the Golf Course is expected to commence in spring 2005 as part of phase 2. The Developer expects the Golf Course to open for play by August 2006. Gray's Crossing will also feature an 8,000 square foot fitness center featuring a lap pool,locker rooms and outdoor patio/dining area (the "Fitness Center"). The Developer expects to develop the Fitness Center as part of phase 3 with an opening by July 2007. According to the Rate and Method, Special Taxes will be levied on the Golf Course and Fitness Center. Both the Golf Course and Fitness Center will be owned by Tahoe Club Company, LLC (described below),an affiliate of EWRDV. Tahoe Mountain Club. East West Partners has created a private club membership concept for a family of resort properties and amenities located in the vicinity of the District. The club is referred to as the Tahoe Mountain Club. A separate ownership entity of EWRDV,Tahoe Club Company,LLC,funds the development of and operates the amenities for Tahoe Mountain Club. The benefits of the Tahoe Mountain Club are considered by the Developer to be a key marketing tool in the sales of product at Gray's Crossing. Membership in the Tahoe Mountain Club must be purchased separately by the owners in the District. Facilities offered to mernbers of the Tahoe Mountain Club are located both on-site at Gray's Crossing and off-site. All club facilities are in the vicinity of Gray's Crossing. On-site amenities at Gray's Crossing include: (i)the Peter Jacobsen/Jim Hardy-designed 18-hole golf course accessible to Full Golf Membership holders in the Tahoe Mountain Club, (ii)the Fitness Center, and (iii)the short game area and driving range located at the Golf Course accessible to Full Golf Membership holders in the Tahoe Mountain Club. Off-site privileges include: (i) special privileges at the existing 18-hole Coyote Moon Golf Course in the Town, including priority tee times, (ii)special access to the 18-hole Jack Nicklaus Signature Old Greenwood golf course, (iii)access to the existing Pavilion at Old Greenwood (swim, tennis, fitness and dining facility), (iv)preferred reservations at the Wild Goose Restaurant located on the north shore of Lake Tahoe, (v) valet ski storage and member privileges in the Alpine Club at the Village-at-Northstar, and (vi)access to Schaffer's Camp, a members-only, on-mountain restaurant at the Northstar-at-Tahoe ski resort estimated to be completed in 2005. The Golf Course will be available to members of the Tahoe Mountain Club who have purchased property outside of the District in other related projects and have purchased a Full Golf Membership in the Tahoe Mountain Club. The Gray's Crossing Golf Course is a members-only course and the cost of memberships will fund the cost of course construction. The golf course and fitness center will be operated by the Tahoe Club Company,an affiliate. Commercial Property. The development plan for Gray's Crossing includes an allowance for 38,900 square feet of commercial space for retail and office uses. This 16.3 acre area of Gray's Crossing will be known as the "Village Center." The Village Center will contain six buildings along State Highway 89 frontage at the southeast corner of Prosser Dam Road and State Highway 267. In addition, a gas station will be located at the Village Center. The Village Center plan includes a specialty grocer, restaurants, a 125-room lodge and shopping boutiques. The retail commercial space will be centered around a Village Green gathering place. Construction of the Village Center will begin in spring 2005 and is expected to be completed in fall 2007. The Developer expects to sell the commercial space to private owners upon completion. Pursuant to the Rate and Method,the commercial property in the Village Center will be subject to the levy of Special Taxes. Community Space. Gray's Crossing includes more than 400 acres of open space in addition to the Golf Course. Approximately 100 Lots border on this permanent open space. Within the project, six miles of 28 DOCSSF/45753v7/22925-0010 Mark J. Wasley is Vice President of Finance and is responsible for managing the financial aspects of East West Partner's operations in the Lake Tahoe region. Before joining East West Partners, Mr. Wasley was the Controller for Parker Development, a developer of high-end communities located in the Sacramento area, specifically Serrano in El Dorado Hills, California. Mr. Wasley earned his CPA while employed in the audit department at KPMG Peat Marwick. He has a Bachelor's in Business Administration-Accounting from California State University—Sacramento. Development Plan Introduction. The land .within the District was acquired by subsidiaries of East West Partners in November 2000 and was part of a larger purchase within the town limits of the Town of Truckee. Subsequent to acquisition, approximately 35 acres of land west of State Highway 89 .was donated to the Tahoe-Truckee Unified School District. The remaining acreage comprises the District. The District is accessed via entrances at the intersection of Donner Pass Road and State Highway 89, the intersection of Prosser Dam Road and State Highway 89, and entrances on Prosser Dam Road and Alder Drive. All access points are within one mile of a dedicated exit from Interstate 80. Gray's Crossing is situated at the north end of the Martis Valley. Higher elevation portions of the District enjoy panoramic mountain views of the valley, Northstar-at-Tahoe ski resort, the Carson range, and Tinker's Knob. Lower elevations are characterized by rolling topography and alpine meadows. The District has direct highway access to area ski resorts, downtown Truckee, and Lake Tahoe. Squaw Valley, Alpine Meadows,Northstar-at-Tahoe, and Sugar Bowl are each less than 15 minutes away. Lake Tahoe's north shore is 14 miles to the south. Gray's Crossing is expected to be developed into a mountain resort community consisting of 408 single family lots, 89 single family freestanding cottages, 115 attached townhomes, 21 residential lofts, approximately 40,700 square feet of commercial space and various community space. 28 of the cottages, 8 of the townhomes and the community space will not be subject to the Special Tax levy. On-site amenities are expected to include a Peter Jacobsen/Jim Hardy-designed 18-hole championship golf course and pro shop as well as a fitness center. Development of Gray's Crossing is anticipated to occur in 4 phases with some overlap between phases. Phase 1 is expected to be completed in fall 2006,phase 2 in fall 2007, phase 3 in fall 2008 and phase 4 in fall 2009. The following table summarizes the expected features of Gray's Crossing as well as the anticipated phasing. TABLE 5 SUMMARY OF DEVELOPMENT Feature Units Phase or Estimated Completion Date Single Family Lots 408 1,2, 3,4 Single Family Cottages 890) 1 Townhomes 115") 2, 3 Lofts 21 2, 3 Employee Housing 92(3) 3 Commercial -- 2, 3 Community Space -- 2006 Golf Course -- 2007 Fitness Center -- Source: Developer. (1)28 units will be set aside as affordable housing and not be subject to Special Tax levy. (2)8 units will be set aside as affordable housing and not be subject to Special Tax levy. (3)None of the 92 units will be subject to the Special Tax levy. 26 DOCSSF/45753v7/22925-0010 THE DEVELOPMENT AND PROPERTY OWNERSHIP Except for the information under the captions "— Appraisal," the Developer has provided the information in this section. The information herein regarding ownership of prroperty in the District has been included because it is considered relevant to an informed evaluation of the Bonds. The inclusion in this Official Statement of information related to existing owners of property should not be construed to suggest that the Bonds, or the Special Taxes that will be used to pay the Bonds, are recourse obligations of the property owners. A property owner may sell or otherwise dispose of land it-ithin the District or a development or any interest therein at any time. No assurance can be given that the proposed development within the District will occur as described below. As the proposed land development progresses and units are sold, it is expected that the ownership of the land within the District will become more diversified. No assurance can be given that development of the land within the District will occur, or that it will occur in a timely manner or in the configuration or intensity described herein, or that any landowner described herein or the Developer will obtain or retain ownership of any of the land within the District. The Bonds and the Special Taxes are not personal obligations of any landowners or the Developer and, in the event that a landowner or the Developer defaults in the payment of the Special Taxes, the District may proceed with judicial foreclosure but has no direct recourse to the assets of any landowner or the Developer. As a result, other than as provided herein, no financial statements or information is, or will be,provided about the Developer or other landowners. The Bonds are secured solely by the Net Taxes and other amounts pledged under the Indenture. See "SOURCES OF PAYMENT FOR THE BONDS"and "SPECIAL RISK FACTORS." The Developer Grays Crossing, LLC. The Developer is a Nvbolly-owned subsidiary of EWRDV. EWRDV is a Delaware limited partnership, limited liability limited partnership in a family of related but independent companies formed to build, sell, manage and support high-quality real estate properties. East West Partners, the appointed manager of the Developer and EWRDV, along with related entities have developed over $1 billion of residential and commercial real estate. Over the past 20 years, East West Partners and related entities have developed primarily residential plan communities; club, recreation, and hospitality facilities; and resort properties combining residential and recreational facilities. Projects developed by East West Partners and related entities also include destination resorts, hotels, condominiums and fractional ownership units. Projects have been developed in various locations in Colorado including Vail, Beaver Creek, Eagle, Breckenridge, Silverthorne, Bachelor Gulch and Downtown Denver, as well as in Truckee and Lake Tahoe, California,and Charleston, South Carolina. The general partner of EWRDV is HF Holding Corp. and the managing limited partner is HF Management LLC. The investor limited partner, Crescent Resort Development, Inc., owns an 89.8989% interest in EWRDV and is the primary source of EWRDV's investor capital. Crescent. Crescent Resort Development,Inc., ("CRDI")the investor limited partner of the Developer, is a wholly-owned subsidiary of Crescent Real Estate Equities Company ("Crescent"). Crescent is one of the largest publicly held real estate investment trusts in the United States. Through its subsidiaries and partners, Crescent owns and manages a portfolio of 73 premier office buildings totaling approximately 29.5 million square feet primarily located in the southwestern United States, with major concentrations in Dallas, Houston and Austin,Texas,and Denver,Colorado. In addition, Crescent invests in world-class resorts and spas and upscale residential developments. Crescent, through CRDI, has been a principal investor in East West Partners and its subsidiaries for the last 8 years and has invested in excess of$200 million in the partnership. Crescent stock is publicly traded on the New York Stock Exchange under the ticker symbol"CEI." 24 DOCSSF/45753v7/22925-0010 Expected Tax Burden Table 3 below sets forth an estimated property tax bill for a typical phase 1 single family home in the District. TABLE 3 SAMPLE PROPERTY TAX BILL PROJECTED FOR FISCAL YEAR 2005-2006 Estimated Assessed Valuation Sale Price(l) $1,2001000 Ad Valorem Basis 1,200,000 Ad Valorem Property Taxes Rate Amount Base Property Tax Rate 1.0000% $12,000 Unified School District A or Elementary School Lease 0.0052 62 Unified School District B or High School Bond 0.0037 44 Tahoe Truckee 1998 A(School)or Hospital 0.0022 26 Tahoe Truckee Unified School District 0.0076 91 Tahoe Truckee Jt.Unified SFID#l,2001 0.0236 283 Subtotal Ad Valorem Taxes(') 1.0423 $12,508 Special Taxes,Assessments,and Charges(3) Truckee Recreation-Pool-Voter Approved-Parcel Charge(Code 218/219) $8 Tahoe/Truckee Joint Unified Tax Voter Approved-Parcel Charge(Code 363/364) 80 Truckee Donner PUD Standby(Code 012/013) 90 Truckee Donner PUD CFD 04-1 3,300 Subtotal Special Taxes&Assessments 3,478 Total $15,986 Total Effective Tax Rate 1.33% Sources: MuniFinancial. (1)Based on a sample sales price of a home. (2)Based on 2003-04 tax rates. (3)Based on 2003-04 tax rates. 22 DOCSSF/45753v7/22925-0010 THE COMMUNITY FACILITIES DISTRICT General Description of the District The District consists of approximately 757.2 gross acres located south of Interstate 80 in the eastern portion of the Town of Truckee, California on both the east and west sides of State Highway 89. The District has an irregular shape with mostly level topography with some gently sloping and undulating areas. Description of Authorized Facilities The facilities authorized to be acquired by the District with the proceeds of the Bonds consist of various public improvements described in Table 1 below. These facilities represent certain of the public improvements needed to complete the planned development ,vithin the District. The Town is requiring that certain of these facilities be installed as a condition of development. TABLE 1 ESTIMATED COSTS OF PUBLIC IMPROVEMENTS TO BE FINANCED BY THE DISTRICT Portion to be Paid Public Improvement Total Cost With Bond Proceeds Water Facilities $8,916,000 $4,951,000 Electric Facilities 8,248,000 1,450,000 Sewer Facilities 8,385,000 2,250,000 Roads 12,396,000 2,273,000 Storm Drain 3,725,000 1,190,000 Natural Gas Facilities 1,032,000 235,000 Power Line Relocation 1,331,000 -- Highway Improvements 2,662,000 -- Fiber Infrastructure 1,l 62,000 -- Total Public Improvements $47,857,000 $12,349,000 Source: The District Taxpayers Currently, all land in the District is owned by the Developer. However, the Developer expects to have sold 101 single family lots to individual owners before the initial Special Tax levy in fiscal year 2005-06. The initial Special Tax levy in fiscal year 2005-06 is expected to total $963,633. Assuming the 101 single family lots are sold to individuals,the Developer would be responsible for$663,633 of the fiscal year 2005-06 Special Tax levy,or 68.87%of the total, while individual lot owners would collectively be responsible for$300,000,or 31.13%of the total. Although the Developer expects 101 single family lots to sell before the initial Special Tax levy in fiscal year 2005-06, no sales contracts have been entered into and there can be no guarantee that all or any sales will occur as anticipated. Estimated Direct and Overlapping Indebtedness Within the District's boundaries are numerous overlapping local agencies providing public services. Some of these local agencies have outstanding bonds which are secured by taxes and assessments on the parcels within the District and others have authorized but unissued bonds which, if issued, will be secured by taxes and assessments levied on parcels within the District. The approximate amount of the direct and overlapping debt secured by such taxes— and assessment on the parcels within the District for fiscal year 2004-05 is shown in Table 2 below (the "Det Report"). The Debt Report has been derived from data assembled and reported to the District by California Municipal 20 DOCSSF/45753v7/22925-0010 (D) The Value of Undeveloped Property is not less than three (3)times the sum of Direc. Debt for Undeveloped Property plus Overlapping Debt for Undeveloped Property; (E) The Maximum Special Taxes applicable to Parcels that are then delinquent in the payment of any ad valorem taxes or any Special Taxes shall not exceed 10 percent of the aggregate amount of the Maximum Special Tax then applicable to the Taxable Property; and (F) No Parcel that is owned by the Developer or an Affiliate of the Developer shall be delinquent in the payment of any ad valorem taxes or any Special Taxes. For purposes of the foregoing certificate, all calculations shall consider the Parity Bonds proposed to be issued to be Outstanding. These provisions shall not apply to Parity Bonds issued for the purpose of refunding Outstanding Bonds if the District shall have received a certificate from an Independent Financial Consultant to the effect that Annual Debt Service after the issuance of such Parity Bonds will be no larger than Annual Debt Service would have been prior to the issuance of such Parity Bonds in each Fiscal Year in which Bonds or Parity Bonds (other than the refunding Parity Bonds)will remain Outstanding. (vi) Such further documents, money and securities as are required by the provisions of the Indenture and the Supplemental Indenture providing for the issuance of such Parity Bonds. Limited Obligation The Bonds are limited obligations of the District payable solely from Net Taxes pledged therefor and from, certain other amounts held in the Special Tax Fund pursuant to the Indenture. The faith and the credit of neither th District, TDPUD, the State of California nor anypolitical subdivision thereof ispledged to thepayment of theprincipal of,premium, if any, or interest on the Bonds. The issuance of the Bonds shall not directly, indirectly or contingently obligate the District, TDPUD, the State of California or any political subdivision thereof to levy or pledge any form of taxation uvhatsoever therefor, other than the Special Taxes, or to make any appropriation for their payment other than from Net Taxes and fi-on certain other amounts held in the Special Tax Fund. 18 DOCSSF/45753v7/22925-0010 receives a certificate or certificates from the Special Tax Administrator and/or one or more Independent Financia. Consultants which, when taken together, certify that, on the basis of the parcels of land and improvements existing in the District as of the July 1 preceding the reduction, the maximum amount of the Special Tax which may be levied on then existing Developed Property (as defined in the Rate and Method) in each Bond Year will equal at least 110% of the sum of the estimated Administrative Expenses and Annual Debt Service in that Bond Year on all Bonds to remain Outstanding after the reduction is approved, (b) the District finds that any reduction made under such conditions will not adversely affect the interests of the Owners of the Bonds and (c) the District receives both (i) a certificate of the Developer specifying the development activity that the Developer expects will take place within the District in each Fiscal Year until all such development is complete, which specification shall be sufficiently detailed to permit the preparation of the certificate required pursuant to (ii), and (ii) a certificate or certificates from the Special Tax Administrator and/or one or more Independent Financial Consultants which, when taken together, in the determination of the District, certify that (A) on the basis of the parcels of land and improvements existing in the District as of the July 1 preceding the proposed reduction and (B) on the basis of the future development activity described in the certificate of the Developer described in (i), the maximum amount of the Special Tax which may be levied each Fiscal Year on all property within the District that is subject to the levy of the Special Taxes will equal at least 110% of the sum of the estimated Administrative Expenses and Annual Debt Service in each applicable Bond Year on all Bonds subsequent to the proposed reduction. For purposes of estimating Administrative Expenses for the foregoing calculations, the Independent Financial Consultant or Special Tax Administrator shall compute the Administrative Expenses for the current Fiscal Year and escalate that amount by two percent(2%)in each subsequent Fiscal Year. Parity Bonds The District may issue Parity Bonds payable from the Net Taxes and other amounts deposited in the Special Tax Fund (other than in the Administrative Expense Account therein) and secured by a lien and charge upon such amounts equal to the lien and charge securing the Bonds and any other Parity Bonds theretofore issued for am— purposes authorized under the Act. Parity Bonds may be issued subject to the following additional specific condition:.. which are made conditions precedent to the issuance of any such Parity Bonds: (a) The District shall be in compliance with all covenants set forth in the Indenture and any Supplemental Indenture then in effect and a certificate of the District to that effect shall have been filed with the Trustee; provided, however,that Parity Bonds may be issued notwithstanding that the District is not in compliance with all such covenants so long as immediately following the issuance of such Parity Bonds the District will be in compliance with all such covenants. (b) The issuance of such Parity Bonds shall have been duly authorized pursuant to the Act and all applicable laws, and the issuance of such Parity Bonds shall have been provided for by a Supplemental Indenture duly adopted by the District which shall specify the following: (i) The purpose for which such Parity Bonds are to be issued and the fund or funds into which the proceeds thereof are to be deposited, including payment of all costs and the funding of all reserves incidental to or connected with such issuance; (ii) The authorized principal amount of such Parity Bonds; (iii) The date and the maturity date or dates of such Parity Bonds;provided that (i) each maturity date shall fall on a September 1, and (ii) fixed serial maturities or Sinking Fund Payments, or any combination thereof, shall be established to provide for the retirement of all such Parity Bonds on or before their respective maturity dates; (iv) The description of the Parity Bonds, the place of payment thereof and the procedure for execution and authentication; (v) The denominations and method of numbering of such Parity Bonds; 16 DOCSSF/45753v7/22925-0010 Fund when required, the Trustee shall withdraw from the Reserve Account for deposit in the Interest Account or thy. Principal Account or the Rebate Fund,as applicable,moneys necessary for such purposes. (b) Whenever moneys are withdrawn from the Reserve Account, after making the required transfers, the Trustee shall transfer to the Reserve Account from available moneys in the Special Tax Fund, or from any other legally available funds which the District elects to apply to such purpose, the amount needed to restore the amount of such Reserve Account to the Reserve Requirement. Moneys in the Special Tax Fund shall be deemed available for transfer to the Reserve Account only if the Trustee determines that such arnounts will not be needed to make the deposits required to be made to the Interest Account or the Principal Account for the next succeeding Interest Payment Date. If amounts in the Special Tax Fund or otherwise transferred to replenish the Reserve Account are inadequate to restore the Reserve Account to the Reserve Requirement, then the District shall include the amount necessary fully to restore the Reserve Account to the Reserve Requirement in the next annual Special Tax levy to the extent of the maximum permitted Special Tax rates and as permitted by the Act. (c) In connection with an optional redemption of the Bonds or a partial defeasance of the Bonds, amounts in the Reserve Account may be applied to such optional redemption or partial defeasance so long as the amount on deposit in the Reserve Account following such optional redemption or partial defeasance equals the Reserve Requirement. (d) To the extent that the Reserve Account is at the Reserve Requirement as of the first day of the final Bond Year for Outstanding Bonds, amounts in the Reserve Account may be applied to pay the principal of and interest due on the Bonds in such final Bond Year. Moneys in the Reserve Account in excess of the Reserve Requirement not transferred in accordance with the provisions of the Indenture shall be withdrawn from the Reserve Account on each Interest Payment Date and transferred to the Interest Account. Administrative Expense Account In addition to Bond proceeds deposited therein, the Trustee shall, commencing in Fiscal Year 2004-2005, not less often than annually transfer from the Special Tax Fund and deposit in the Administrative Expense Account from time to time amounts necessary to make timely payment of Administrative Expenses upon the written direction of the District;provided,however,that the total amount of the deposits into the Administrative Expense Account in any Bond Year shall not exceed the Administrative Expense Cap until such time as (i) there has been deposited in the Interest Account and the Principal Account an amount, together with any amounts already on deposit therein, that is sufficient to pay the interest and principal on all Bonds due in such Bond Year and (ii) there has been deposited in the Reserve Account the amount, if any,required in order to cause the amount on deposit therein to equal the Reserve Requirement. In addition to the foregoing, the Trustee shall also deposit in the Administrative Expense Account the portion of any Prepayment directed to be deposited in the certificate of the Special Tax Administrator delivered to the Trustee in connection with such Prepayment. Acquisition and Construction Fund The moneys in the Acquisition and Construction Fund shall be applied exclusively to pay the Project Costs and Costs of Issuance. Amounts for Project Costs or Costs of Issuance shall be disbursed by the Trustee from the Project Account or the Costs of Issuance Account, as the case may be, pursuant to a requisition signed by an Authorized Representative of the District,which must be submitted in connection with each requested disbursement. Upon receipt of a Certificate of the General Manager that all or a specified portion of the amount remaining in the Project Account is no longer needed to pay Project Costs, the Trustee shall transfer all or such specified portion to the Special Tax Fund. Upon receipt of a Certificate of the General Manager that all or a specified portion of the amount remaining in the Costs of Issuance Account is no longer needed to pay Costs of Issuance, the Trustee shall transfer all or such specified portion of to the Administrative Expense Account. 14 DOCSSF/45753v7/22925-00 l 0 SOURCES OF PAYMENT FOR THE BONDS General Provisions Pursuant to the Indenture, the Bonds are equally secured by a first pledge of the Net Taxes and by other amounts held in the Special Tax Fund other than the Administrative Expense Account and Rebate Fund. "Net Taxes" means, for each Fiscal Year, Gross Taxes (exclusive of any penalties and interest accruing with respect to delinquent Special Tax installments) minus amounts (not in excess of the current Administrative Expense Cap) set aside to pay Administrative Expenses and minus the portion of any prepayment of Special Taxes not required to be deposited in the Special Tax Fund pursuant to the Indenture. "Gross Taxes" means the amount of all Special Taxes received by the District, together with the proceeds collected from the sale of property pursuant to the foreclosure provisions of the Indenture for the delinquency of Special Taxes remaining after the payment of all the costs related to such foreclosure actions, including,but not limited to,all legal fees and expenses,court costs,consultant and title insurance fees and expenses. "Special Taxes" means the taxes authorized to be levied by the District in accordance with the Rate and Method,as the Rate and Method may be amended from time to time. "Administrative Expense Cap"means the amount $25,500, with such amount escalating by 2%per Bond Year beginning September 2, 2005, provided that the District may, in its sole discretion, fund Administrative Expenses, without limitation,from any other funds available to the District, including the Surplus Fund. Special Taxes The Special Tax is exempt from the tax rate limitations of California Constitution Article XIIIA because, pursuant to Section 4 of Article XIIIA, the Special Tax was authorized by a two-thirds vote of the qualified electors of the Community Facilities District. Consequently,the District has the power and is obligated,pursuant to the covenants contained in the Indenture, to assure the levy of the Special Tax, including without limitation, the enforcement of delinquent Special Taxes. The Special Tax thus levied and collected will be used to pay the principal of and interest on the Bonds and the Administrative Expenses due or coming due and to replenish the Reserve Account,if necessary. Because the Special Tax levy is limited to the maximum rates set forth in the Rate and Method, no assurance can be given that, in the event of Special Tax delinquencies, the receipts of the Special Tax will, in fact, be in sufficient amounts in any given year to pay debt service on the Bonds and all other obligations of the District. The Board of Directors, as legislative body of the District, shall fix and levy the Special Tax in an amount sufficient, together with other amounts on deposit in the Special Tax Fund, to pay (a) the principal (including Sinking Fund Payments) of and interest on the Bonds when due, (b) to the extent permitted by law, the Administrative Expenses, and (c) any amounts required to replenish the Reserve Account of the Special Tax Fund to the Reserve Requirement. See"APPENDIX A—RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX." The Special Tax shall be payable and be collected in the same manner and at the same time and in the same installments as the general taxes on real property are payable, and have the same priority, become delinquent at the same time and in the same proportionate amounts and bear the same proportionate penalties and interest after delinquency as do the ad valorem taxes on real property. However, the Board of Directors may,by resolution,provide for any other appropriate method of collection of the Special Tax, including direct billing to property owners. For a description of the method by which Special Taxes with respect to the fractional interest cabins and cottages will be paid, see "THE DEVELOPMENT AND PROPERTY OWNERSHIP — Development Plan — Fractional Interes Cabins and Cottages." 12 DOCSSF/45753v7/22925-0010 Principal of and interest on the Bonds will be made to DTC (or such other nominee as may be requested by ai. authorized representative of DTC). DTC's practice is to credit Direct Participants' accounts upon DTC's receipt of funds and corresponding detail information from the District or the Trustee on the date in accordance with their respective holdings shown on DTC's records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in "street name," and will be the responsibility of such Participant and not of DTC, the Trustee, or the District, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of principal and interest to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the District or the Trustee, disbursement of such payments to Direct Participants shall be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners shall be the responsibility of Direct and Indirect Participants. DTC may discontinue providing its services or securities depository with respect to the Bonds at any time by giving reasonable notice to the District or the Trustee. Under such circumstances, in the event that a successor securities depository is not obtained,Bonds are required to be printed and delivered. The District may decide to discontinue use of the system of book-entry transfers through DTC (or a successor securities depository). In that event, Bonds will be printed and delivered and will be governed by the provisions of the Indenture with respect to payment of principal and interest and rights of exchange and transfer. The District cannot and does not give any assurances that DTC participants or others will distribute payments with respect to the Bonds received by DTC or its nominee as the registered Owner, or any redemption or other notices, to the Beneficial Owners, or that they will do so on a timely basis, or that DTC will service and act in the manner described in this Official Statement. The information in this section concerning DTC and DTC's book-entry system has been obtained from sourct that the District believes to be reliable,but the District takes no responsibility for the accuracy thereof. In the event that the book-entry system described above is no longer used with respect to the Bonds, the principal of the Bonds is payable upon surrender thereof at the corporate trust office of the Trustee. Interest on the Bonds is payable on each Interest Payment Date to the registered owner thereof as of the close of business on the Record Date immediately preceding each Interest Payment Date, such interest to be paid by check of the Trustee, mailed by first-class mail to the registered owner at his or her address as it appears on the Register (or at such other address as is furnished to the Trustee in writing by the registered owner). A registered owner of$1,000,000 or more in principal amount of Bonds may be paid interest by wire transfer in immediately available funds to an account in the United States if the registered owner makes a written request of the Trustee no later than the applicable Record Date. The principal of and interest on the Bonds shall be payable in lawful money of the United States of America. 10 DOCSSF/45753v7/22925-0010 Redemption Dates Redemption Prices Through March 1,20 % September 1,20 and March 1,20_ September 1,20 and March 1,20_ September 1,20 and thereafter Mandatory Sinking Fund Redemption*. The Bonds maturing on September 1, 20_ are subject to mandatory sinking payment redemption in part on September 1, 20_, and on each September 1 thereafter to maturity,by lot, at a redemption price equal to the principal amount thereof to be redeemed, together with accrued interest to the date fixed for redemption,without premium, from sinking fund payments as follows: Redemption Date Principal (September l) Amount The amounts in the foregoing table shall be reduced pro rata by the principal amount of all Term Bonds which are redeemed as a result of any prior partial redemption of Term Bonds. Redemption Procedures. The Trustee shall cause notice of any redemption to be mailed by first class mail, postage prepaid, at least thirty(30)days but not more than sixty (60) days prior to the date fixed for redemption, to the respective registered owners of Bonds designated for redemption, at their addresses appearing on the Bond registration books;but such mailing shall not be a condition precedent to such redemption and failure to mail or to receive any such notice,or any defect therein, shall not affect the validity of the proceedings for the redemption of such Bonds. Upon surrender of Bonds redeemed in part only, the Trustee shall authenticate and deliver to the registered owner a new Bond or Bonds, of the same maturity, of any authorized denomination in aggregate principal amount equal to the unredeemed portion of the Bond or Bonds. Book-Entry-Only System DTC will act as securities depository for the Bonds. The Bonds will be issued as fully-registered securities registered in the name of Cede & Co. (DTC's partnership nominee). One fully-registered certificate will be issued for each maturity of the Bonds,each in the aggregate principal amount of such maturity,and will be deposited with DTC. *Preliminary,subject to change. 8 DOCSSF/45753v7/22925-0010 ESTIMATED SOURCES AND USES OF FUNDS The following table sets forth the expected uses of Bond proceeds: Sources of Funds Principal Amount of Bonds $ TOTAL SOURCES $ Uses of Funds Acquisition and Construction Fund $ Reserve Account Cost of Issuance Account��� Administrative Expense Account Interest Account(2) Underwriter's Discount TOTAL USES $ Includes legal costs,printing costs, consultant fees and other costs of issuing the Bonds. (2)Represents capitalized interest on the Bonds through September 1,2005. 6 DOCSSF/45753v7/22925-0010 Description of the Bonds The Bonds will be issued and delivered as fully registered Bonds, registered in the name of Cede& Co. as nominee of The Depository Trust Company,New York,New York("DTC"), and will be available to actual purchasers of the Bonds (the "Beneficial Owners") in the denominations of $5,000 or any integral multiple thereof, under the book-entry system maintained by DTC, only through brokers and dealers who are or act through DTC Participants as described herein. Beneficial Owners will not be entitled to receive physical delivery of the Bonds. In the event that the book-entry-only system described herein is no longer used with respect to the Bonds, the Bonds will be registered and transferred in accordance with the Indenture. See"THE BONDS—Book-Entry-Only System"herein. Principal of, premium, if any, and interest on the Bonds is payable by the Trustee to DTC. Disbursement of such payments to DTC Participants is the responsibility of DTC and disbursement of such payments to the Beneficial Owners is the responsibility of DTC Participants. In the event that the book-entry-only system is no longer used with respect to the Bonds, the Beneficial Owners will become the registered owners of the Bonds and will be paid principal and interest by the Trustee,all as described herein. See"THE BONDS—Book-Entry-Only System"herein. The Bonds are subject to optional redemption, extraordinary mandatory redemption and mandatory sinking fund redemption as described herein. For a more complete descriptions of the Bonds and the basic documentation pursuant to which they are being sold and delivered, see "THE BONDS" and APPENDIX D- "SUMMARY OF INDENTURE"herein. Tax Matters In the opinion of Stradling Yocca Carlson & Rauth, a Professional Corporation, Newport Beach, California ("Bond Counsel"), under existing statutes, regulations, rulings and judicial decisions, and assuming certair- representations and compliance with certain covenants and requirernents described herein, interest (and original issu discount) on the Bonds is excluded from gross income for federal income tax purposes and is not an item of tax preference for purposes of calculating the federal alternative minimum tax imposed on individuals and corporations. In the further opinion of Bond Counsel, interest (and original issue discount) on the Bonds is exempt from State of California personal income tax. See"TAX MATTERS"herein. Set forth in APPENDIX G is the form of opinion of Bond Counsel expected to be delivered in connection with the issuance of the Bonds. For a more complete discussion of such opinion and certain tax consequences incident to the ownership of the Bonds, see"TAX MATTERS"herein. Professionals Involved in the Offering UBS Financial Services Inc. is the Underwriter of the Bonds. BNY Western Trust Company, San Francisco, California,will act as Trustee under the Indenture. All proceedings in connection with the issuance and delivery of the Bonds are subject to the approval of Bond Counsel. Fieldman Rolapp & Associates is acting as Financial Advisor to TDPUD in connection with the Bonds. Certain legal matters will be passed on for TDPUD and the District by Dennis W. De Cuir,A Law Corporation, Roseville, California, for the Developer by its counsel, Hefner, Stark & Marois LLP, Sacramento, California, and for the Underwriter by its counsel Nossaman, Guthner, Knox & Elliot LLP, Irvine, California ("Underwriter's Counsel"). Other professional services have been performed by MuniFinancial, Temecula, California, as Special Tax Consultant, and Brown, Chudleigh, Schuler, Donaldson & Associates, Park City, Utah, as Appraiser. For information concerning the respects in which certain of the above-mentioned professionals, advisors, counsel and agents may have a financial or other interest in the offering of the Bonds, see"FINANCIAL INTERESTS" herein. . 4 DOCSSF/45753v7/22925-0010 The District Formation Proceedings. The District has been formed by the Truckee Donner Public Utility District ("TDPUD")pursuant to the Act. The Act was enacted by the California legislature to provide an alternative method of financing certain public capital facilities and services, especially in developing areas of the State of California (the "State"). Any local agency (as defined in the Act) may establish a community facilities district to provide for and finance the cost of eligible public facilities and services. Generally, the legislative body of the local agency which forms a community facilities district acts on behalf of such district as its legislative body. Subject to approval by two-thirds of the votes cast at an election and compliance with the other provisions of the Act, a legislative body of a local agency may issue bonds for a community facilities district and may levy and collect a special tax within such district to repay such indebtedness. The Board of Directors of TDPUD (the"Board of Directors")acts as the legislative body of the District. Pursuant to the Act, the Board of Directors adopted the necessary resolutions stating its intent to establish the District,to authorize the levy of Special Taxes on taxable property within the boundaries of the District,and to have the District incur bonded indebtedness. Following public hearings conducted pursuant to the provisions of the Act, the Board of Directors adopted resolutions establishing the District and calling special elections to submit the levy of the Special Taxes and the incurring of bonded indebtedness to the qualified voters of the District. On July 21, 2004, at an election held pursuant to the Act, the landowners who comprised the qualified voters of the District, authorized the District to incur bonded indebtedness in the aggregate principal amount not to exceed $35,000,000 and approved the rate and method of apportionment of the Special Taxes for the District to pay the principal of and interest on the bonds of the District which is set forth in Appendix A hereto(the"Rate and Method"). The District. The District consists of approximately 757.2 gross acres and is located north of Interstate 80 in the eastern portion of the Town of Truckee, California (the "Town"), on both the east and west sites of State Highway .. 89. The District has an irregular shape with mostly level topography with same gently sloping and undulating areas The land in the District is fully entitled and subject to a Development Agreement, dated March 25, 2004, between the Developer (defined below) and the Town. The District is expected to be developed into a mountain resort community consisting of 408 single family lots, 89 single family freestanding cottages, 115 attached townhomes, 21 residential lofts, approximately 40,700 square feet of commercial space and various community space. 28 of the cottages, 8 of the townhomes and the community space will not be subject to the Special Tax levy. On-site recreational amenities are expected to include a Peter Jacobsen/Jim Hardy-designed 18-hole championship golf course and pro shop as well as a fitness center. The development will occur in four phases with some overlap between phases. Phase 1 will include 101 of the 408 single family lots as well as all 89 single family freestanding cottages. The development in the District will be known as "Gray's Crossing." See "THE DEVELOPMENT AND PROPERTY OWNERSHIP — Development Plan." The Developer. The owner and master developer of the land in the District is Gray's Station LLC, dba Gray's Crossing, LLC (the "Developer"), a land holding wholly-owned subsidiary of East West Resort Development V, L.P., L.L.L.P., a Delaware limited partnership, limited liability limited partnership ("EWRDV"). East West Partners, the appointed manager of EWRDV, has been responsible for the development of over $1 billion of residential and commercial real estate. Such development has included resort communities in California and Colorado that are similar to the development proposed in the District. East West Partners, through EWRDV and its subsidiaries, is currently developing several projects in the vicinity of the District. The investor limited partner of the EWRDV is a subsidiary of Crescent Real Estate Equities Company, one of the largest publicly held Real Estate Investment Trusts in the United States. See "THE DEVELOPMENT AND PROPERTY OWNERSHIP—The Developer." 2 DOCSSF/45753v7/22925-0010 J [TAHOE AREA MAP] DOCSSF/45753v7/22925-0010 TABLE OF CONTENTS Page EndangeredSpecies......................................................................................................................................35 NaturalDisasters..........................................................................................................................................35 HazardousSubstances..................................................................................................................................35 Parity Taxes and Special Assessments.........................................................................................................36 Disclosures to Future Purchasers.................................................................................................................36 Non-Cash Payments of Special Taxes..........................................................................................................36 Payment of the Special Tax Is Not a Personal Obligation of the Owners....................................................37 LandValues.................................................................................................................................................37 FDIC/Federal Government Interests in Properties.......................................................................................38 Bankruptcyand Foreclosure.........................................................................................................................38 NoAcceleration Provision...........................................................................................................................40 Lossof Tax Exemption................................................................................................................................40 Limitationson Remedies..............................................................................................................................40 LimitedSecondary Market...........................................................................................................................40 Proposition218 ............................................................................................................................................40 BallotInitiatives...........................................................................................................................................41 CONTINUINGDISCLOSURE..........................................................................................................................42 TAXMATTERS.................................................................................................................................................42 LEGALOPINION..............................................................................................................................................43 LITIGATION......................................................................................................................................................43 NORATING.......................................................................................................................................................43 UNDERWRITING..............................................................................................................................................44 .. FINANCIALINTERESTS.................................................................................................................................44 PENDINGLEGISLATION................................................................................................................................44 ADDITIONALINFORMATION.......................................................................................................................45 APPENDIX A -RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX.................................A-1 APPENDIX B -COMPLETE APPRAISAL....................................................................................................B-1 APPENDIX C -GENERAL INFORMATION CONCERNING THE TOWN OF TRUCKEE......................C-1 APPENDIX D - SUMMARY OF INDENTURE.............................................................................................D-1 APPENDIX E-CONTINUING DISCLOSURE AGREEMENT OF THE DISTRICT..................................E-1 APPENDIX F- CONTINUING DISCLOSURE AGREEMENT OF DEVELOPER......................................F-1 APPENDIX G -FORM OF OPINION OF BOND COUNSEL.......................................................................G-1 11 DOCSSF/45753v7/22925-0010 Except where otherwise indicated, all information contained in this Official Statement has been provided by TDPUD and the District. No dealer, broker, salesperson or other person has been authorized by TDPUD, the District, the Trustee or the Underwriter to give any information or to make any representations in connection with the offer or sale of the Bonds other than those contained herein and, if given or made, such other information or representations must not be relied upon as having been authorized by TDPUD, the District, the Trustee or the Underwriter. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the Bonds by a person in any jurisdiction in which it is unlawful for such person to make such an offer, solicitation or sale. This Official Statement is not to be construed as a contract with the purchasers or Owners of the Bonds. Statements contained in this Official Statement which involve estimates, forecasts or matters of opinion, whether or not expressly so described herein,are intended solely as such and are not to be construed as representations of fact. The Underwriter has provided the following sentence for inclusion in this Official Statement: The Underwriter has reviewed the information in this Official Statement in accordance with, and as a part of, its responsibilities to investors under the federal securities laws as applied to the facts and circumstances of this transaction,but the Underwriter does not guarantee the accuracy or completeness of such information. The information and expressions of opinion herein are subject to change without notice and neither the delivery of this Official Statement nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of TDPUD,the District or any other parties described herein since the date hereof. All summaries of the Indenture or other documents are made subject to the provisions of such documents respectively and do not purport to be complete statements of any or all of such provisions. Reference is hereby made to such documents on file with TDPUD for further information in connection therewith. Certain statements included or incorporated by reference in this Official Statement constitute "forward- - .. looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995, Section 2 1 E of the United States Securities Exchange Act of 1934, as amended, and Section 27A of the United States Securities Act of 1933, as amended. Such statements are generally identifiable by the terminology used such as "plan," "expect," "anticipate," "estimate," "project," "budget" or other similar words. Such forward-looking statements include, but are not limited to, certain statements contained in the information under the captions "THE COMMUNITY FACILITIES DISTRICT"and"THE DEVELOPMENT AND PROPERTY OWNERSHIP." THE ACHIEVEMENT OF CERTAIN RESULTS OR OTHER EXPECTATIONS CONTAINED IN SUCH FORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS WHICH MAY CAUSE ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS DESCRIBED TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. THE DISTRICT DOES NOT PLAN TO ISSUE ANY UPDATES OR REVISIONS TO THE FORWARD-LOOKING STATEMENTS SET FORTH IN THIS OFFICIAL STATEMENT. IN CONNECTION WITH THE OFFERING OF THE BONDS, THE UNDERWRITER MAY OVERALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF SUCH BONDS AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. THE BONDS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, IN RELIANCE UPON AN EXEMPTION CONTAINED IN SUCH ACT. THE BONDS HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE. DOCSSF/45753v7/22925-0010 MATURITY SCHEDULE* Maturity Date Principal Interest (September 1) Amount Rate Price $ %Term Bond due September 1,20_Price: % $ %Term Bond due September 1,20_Price: % *Preliminary, subject to change. DOCSSF/45753v7/22925-0010 i TRUCKEE DONNER PUBLIC UTILITY DISTRICT COMMUNITY FACILITIES DISTRICT NO. 04-1 (GRAY'S CROSSING) SPECIAL TAX BONDS BOND PURCHASE AGREEMENT 2004 Board of Directors Truckee Donner Public Utility District, as legislative body of Truckee Donner Public Utility District Community Facilities District No. 04-1 (Gray's Crossing) 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. 04-1 (Gray's Crossing) (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. 04-1 (Gray's Crossing) 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, 2005) 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$ (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 (2) between Gray's Crossing, LLC, a Delaware 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 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, 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 3 (2) 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 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, that 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 (2) 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 (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, securities (or interest thereon), the validity or enforceability of the Special Tax or the ability of 7 (2) 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, the 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, (iii) 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 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 9 (2) form and substance acceptable to the Underwriter and Underwriter's Counsel in substantially the form set forth in Exhibit C hereto; (12) 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 data 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. (13) 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 , 2004 (with an effective value date of 1, 2004) (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, (c) 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; (14) A certificate of the Trustee, dated the Closing Date, in form and substance reasonably acceptable to the Underwriter; 11 (2) 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 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. 13 (2) EXHIBIT A MATURITY SCHEDULE Maturity Date (September 1) Principal Amount Interest Rate Price A-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 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. 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, the District, the Community Facilities District 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 (each, an "Indemnified Party") 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 and the development thereof 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 an Indemnified Party based upon the Official Statement for which indemnity may be sought against the Developer, as provided above, the Indemnified Party 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 Indemnified Party and the payment of all expenses. B-2 except for such licenses, certificates, approvals, variances, and permits which may 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: , 2004 GRAY'S CROSSING,LLC By: EAST WEST RESORT DEVELOPMENT V, L.P., L.L.P., its Manager By:HF HOLDING CORP., its General Partner By: Blake L. Riva, Vice President B-4 advise you that the phrase "to our knowledge," as used herein, means that no facts have come to our attention, based upon an inquiry of attorneys in this firm who devote substantive legal attention to Developer, or as a result of our examination of the Developer's Certificate, that indicate to us anything contrary to the statement to which the phrase relates. Except as expressly set forth above, the phrase does not mean that we have conducted any investigation or inquiry or performed any other examination or review. We have no reason to believe that any factual matters or assumptions relied upon by us are not true, correct and complete. Our opinions herein are limited to the internal laws of the State of California and the federal laws of the United States of America. We express no opinion whatsoever with respect to the laws of any other jurisdiction and assume no responsibility for the applicability of such laws. In rendering our opinions herein, we have assumed the following, with your approval: (i) The genuineness and authenticity of all signatures on original documents submitted to us (other than any signatures on behalf of Developer); the authenticity and completeness of all documents submitted to us as originals; the conformity to originals of all documents submitted to us as copies; where any signature, other than any signature on behalf of Developer purports to have been made in a corporate, governmental, fiduciary or other capacity, the person who affixed such signature had the full power and authority to do so; (ii) The due authorization, execution and delivery of the applicable agreements by the parties thereto, other than the Developer, and the legality, validity, binding effect and enforceability against such parties of their respective obligations under such agreements; (iii) The truth, accuracy and completeness of all factual representations and warranties of all parties under the documents described in paragraphs A through H, above; and (iv) The constitutionality or validity of a relevant statute, rule, regulation or agency action is not in issue unless a reported decision in the State of California has specifically addressed but not resolved, or has established, its unconstitutionality or invalidity. Based upon the foregoing and in reliance thereon, and based on our examination of such questions of law as we have deemed appropriate under the circumstances, and subject to any further assumptions, comments, exceptions, qualifications and limitations set forth below, as of the date hereof, it is our opinion that: 1. Developer is a limited liability corporation duly formed and validly existing in the State of and in good standing under the laws of the State of 2. The Developer Agreements have been duly authorized, executed and delivered by Developer, and constitute legal, valid and binding obligations of the Developer, enforceable against the Developer in accordance with its terms. 3. The execution and delivery by Developer of the Developer Agreements and the performance of its obligations thereunder will not conflict with or result in a violation of, or C-2 4 er+nww occurring subsequent to the date of this letter, including without limitation, legislative or other changes in the law. Further, we assume no responsibility to advise you of any facts or circumstances of which we become aware after the date hereof, regardless of whether or not they may affect our opinions herein. This opinion is given as of the date hereof and we assume no obligation to update our opinions herein after the date hereof. Very truly yours, C-4 breach of or a default under, as applicable (a) to our knowledge, the Articles of Organization of Developer, (b) to our knowledge, any indenture, mortgage, deed of trust, lease, note, commitment, agreement or other instrument to which Developer is a party, or by which Developer or its property is bound or (c) to our knowledge, of any order, rule or regulation any court or other governmental body having jurisdiction over Developer, the conflict, violation or breach of which, in the case of clauses (b) or (c) would have a material adverse effect on Developer or the development, use, occupancy or operation of the Development or any material portion thereof. 4. To our knowledge, there are no actions, suits or proceedings pending or threatened against Developer in the Superior Court of the State of California, County of Sacramento, the California Court of Appeal, Third Appellate District, the United States District Court, Eastern District of California, the United States Bankruptcy Court, Eastern District of California, and the United States Ninth Circuit Court of Appeals, which, if determined adversely, would have a material adverse effect (a) on the ability of Developer to perform its obligations under the documents described in paragraphs A through H, above, or (b) on the development, construction, use, occupancy or operation of the Development or a material portion thereof. 5. Without having undertaken to independently determine the accuracy, completeness or fairness of the discussion contained in the Official Statement, nothing has come to our attention which would lead us to believe that such discussion contains any untrue statements of a material fact or omits to state a material fact necessary to make the statements contained therein, in the light of the circumstances under which they were made, not misleading. In addition, all of our opinions expressed hereinabove are specifically subject to and limited by the following: a) The effect of laws or court decisions relating to bankruptcy, insolvency, fraudulent conveyance, equitable subordination, reorganization, arrangement, moratorium or other laws or court decisions relating to or affecting creditors'rights generally. b) Limitations imposed by California or federal law or equitable principles upon the availability of the remedy of specific performance of any of the remedies, covenants or other provisions of any document or agreement and upon the availability of injunctive relief or other equitable remedies. In addition, we express no opinion as to the title of the property within the District or any entitlements,permits, approvals or other assets relating to the Development. This letter is intended solely for your use in relation to the Bond Purchase Agreement and may not be reproduced or filed publicly or relied upon for any other purpose by you or for any purpose whatsoever by any other party without the express written consent of the undersigned except that this Opinion may be copied and distributed as part of a closing book of the bond transaction documents, provided that such distribution shall not expand in any way the permitted uses of this letter. We assume no responsibility for the effect of any fact or circumstance C-3 EXHIBIT C FORM OF DEVELOPER COUNSEL OPINION We have acted as counsel to Gray's Crossing, LLC (the "Developer") in connection with (i) the proposed development known as Gray's Crossing (the "Development") to be located in the City of Truckee (the "City") as described in the Official Statement (as defined herein), and (ii) the issuance and sale of $ Truckee Donner Public Utility District ("the District") Community Facilities District No. 04-1 Special Tax Bonds, (the "Bonds"). This opinion is rendered with reference to the Bond Purchase Agreement dated , 2004 (the "Bond Purchase Agreement") between the District, acting for itself and on behalf of the Truckee Donner Public Utility District Community Facilities District No. 04-1 and UBS Financial Services Inc. Capitalized terms used herein without definition shall have the meanings set forth in the Bond Purchase Agreement. In rendering the opinions set forth herein, we have reviewed and examined such documents as we have determined to be appropriate, including the following documents: 1.0 The Bond Purchase Agreement; 2.0 The Official Statement for the offer and sale of the Bonds dated , 2004 (the "Official Statement"); 3.0 The Acquisition and Disclosure Agreement dated as of July 22, 2004, between Developer, [the District; the Development Agreement, dated between Developer and the City,] and the Developer Continuing Disclosure Agreement, dated between Developer and the District (collectively, the "Developer Agreements"); 4.0 The Articles of Organization for Developer filed with the Secretary of State on (date), and certified as true and complete by the Secretary of State as of 2004; 5.0 The Operating Agreement of the Developer dated and certified by the Developer to be the Operating Agreement in effect on , 2004; 6.0 The Resolution of the Managers of Developer authorizing the execution of all documents necessary to accomplish the sale of the Bonds, dated , 2004; 7.0 The Certificate of Good Standing of Developer issued by the Secretary of State, dated as of ,2003; and 8.0 The Property Owner's Certificate Regarding Official Statement (the "Developer's Certificate") dated as of , 2004. With respect to factual matters underlying our opinions herein, we have made no independent investigation or inquiry and have relied solely upon the Developer's Certificate. We (2) Notwithstanding the Developer's election to appoint counsel to 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. 11. 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 B-3 EXHIBIT B TRUCKEE DONNER PUBLIC UTILITY DISTRICT COMMUNITY FACILITIES DISTRICT NO. 04-1 (GRWS CROSSING) 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 , 20049 by and between Truckee Donner Public Utility District Community Facilities District No. 04-1 (Gray's Crossing) (the "Community Facilities District") and the Underwriter named therein (the "Bond Purchase Agreement"), the undersigned hereby certifies, represents, warrants and covenants, on behalf of Gray's Crossing, 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 Delaware, and is a wholly-owned subsidiary of 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 July 22, 2004 between the Developer and the Truckee Donner Public Utility District (the "District") (the "Acquisition Agreement"), the Developer Continuing Disclosure Agreement, dated as of September 1, 2004,between the Developer and MuniFinancial, as dissemination agent (the "Developer Continuing Disclosure Agreement") [and the Development Agreement, dated as of , 200_ (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. I 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 11. No Prior Agreements. 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. 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 DISTRICT COMMUNITY FACILITIES DISTRICT NO. 04-1 (GRAY'S CROSSING) By: General Manager, Truckee Donner Public Utility District 14 (2) (15) 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; (16) 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 (17) 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 its certificates 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 District's obligations hereunder are subject to the Underwriter's performance of its obligations hereunder, and are also subject to the following conditions: (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(c)(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 12 (2) 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 infornation 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 Developer Continuing Disclosure Agreement, in substantially the form set forth in [APPENDIX F] of the Official Statement; (10) A certificate of the Developer, dated the Closing Date, in substantially the form attached hereto as Exhibit B; (11) 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 10 (2) 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; (2) The Official Statement, duly executed by the Community Facilities District; (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 and to the exercise of judicial discretion in appropriate cases; (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; and (iii) the statements contained in the Official Statement under the captions ["THE BONDS," "SOURCES OF PAYMENT FOR THE BONDS," "TAX MATTERS," and "CONTINUING DISCLOSURE," and in APPENDIX D and APPENDIX G,] insofar as such 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 8 (2) r' (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,"] 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 is 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 pennitted 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 Oblications 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 perfonnance by the Community Facilities District of its obligations to be perfonned 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 September 1, 2004, 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 (2) 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; (f) 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 is 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 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, 4 (2) J r in, a Trust Indenture (the "Indenture"), dated September 1, 2004,by and between the Community `` Facilities 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 , 2004 (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 September 1, 2004, 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., Los Angeles time, on , 2004, 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 San Francisco, 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 Truckee Donner Public Utility District (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, deliver and perform its obligations under the Acquisition and Disclosure Agreement, dated as of July 22, 2004 (the "Acquisition Agreement") 2 (2)