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Tab_24Ak' I KI IJI fi] 'a s7.kyeJ 1 M MhYA i si THIS AMENDATORY LOAN AGREEMENT, dated the 18th day of October 2016, between the Alaska Municipal Bond Bank (the "Bank"), a body corporate and politic constituted as an instrumentality of the State of Alaska (the "State") exercising public and essential governmental functions, created pursuant to the provisions of Chapter 85, Title 44, Alaska Statutes, as amended (the "Act"), having its principal place of business at Juneau, Alaska, and the Kenai Peninsula Borough, Alaska, a duly constituted second class borough of the State (the "Borough"): WITNESSETH: WHEREAS, pursuant to the Act, the Bank is authorized to issue bonds and loan money (the "Loans") to governmental units; and WHEREAS, the Borough is a "Governmental Unit" as defined in the General Bond Resolution of the Bank hereinafter mentioned and was authorized to accept a Loan from the Bank, evidenced by its municipal bond; and WHEREAS, to provide for the issuance of bonds of the Bank to obtain from time to time money with which to make, and/or to refinance, municipal Loans, the Board of Directors of the Bank (the "Board") adopted its General Obligation Bond Resolution on July 13, 2005 (as amended, the "General Bond Resolution"); and WHEREAS, the Board approved certain modifications to the General Bond Resolution, effective on the date when all bonds issued under the terms of the General Bond Resolution, prior to February 19, 2013, cease to be outstanding; and WHEREAS, the Bank made a Loan to the Borough from proceeds of the Bank's General Obligation Bonds, 2003 Series E (the "2003 Series E Bonds") in the amount of $10,290,000, evidenced by a Loan Agreement, dated September 1, 2003 (the "2003 Loan Agreement"), between the Bank and the Borough; and WHEREAS, as security for repayment of the Loan and as provided in the 2003 Loan Agreement, the Borough issued its South Peninsula Hospital Service Area General Obligation Bonds, 2003, dated September 30, 2003 (the "2003 Municipal Bond"), of which the Bank was the registered owner; and WHEREAS, after the issuance of the 2003 Series E Bonds, the Bank used a portion of the proceeds of the Bank's (i) General Obligation Bonds, 2007 Series Two (the "2007 Series Two Bonds") to refund a portion of the 2003 Series E Bonds and a corresponding portion of the principal installments of the 2003 Municipal Bond and (ii) General Obligation and Refunding Bonds, 2011 Series Three (the "2011 Series Three Bonds") to refund a portion of the 2003 Series E Bonds and the corresponding remaining portion of the 2003 Municipal Bond; and WHEREAS, in connection with the issuance of the 2007 Series Two Bonds and the 2011 Series Three Bonds and the refunding of a portion of the 2003 Municipal Bond, the Bank and the Borough entered into an Amendatory Loan Agreement, dated April 1, 2007 (the "2007 Amendatory Loan Agreement"), between the Bank and the Borough, and an Amendatory Loan Agreement, dated September 1, 2011 (the "2011 Amendatory Loan Agreement"), between the Bank and the Borough; and WHEREAS, as provided in the 2007 Amendatory Loan Agreement and the 2011 Amendatory Loan Agreement, respectively, the Borough delivered to the Bank (i) the Borough's South Peninsula Hospital Service Area General Obligation Refunding Bonds, 2007, dated April 5, 2007 (the "2007 Municipal Bond"), in exchange for the refunded portion of the 2003 Municipal Bond and (ii) the Borough's South Peninsula Hospital Service Area General Obligation Refunding Bonds, dated September 15, 2011 (the "2011 Municipal Bond"), in exchange for the remaining portion of the 2003 Municipal Bond; and WHEREAS, the Bank has determined that refunding a portion of the outstanding 2007 Series Two Bonds will result in a debt service savings thereon and on the 2007 Municipal Bond; and WHEREAS, on September 6, 2016, the Board adopted Series Resolution No. 2016-05 (the "Series Resolution" and, together with the General Bond Resolution, the "Bond Resolution") authorizing the issuance of its General Obligation and Refunding Bonds, 2016 Series Three (the "Refunding Bonds") in part to refund a portion of the 2007 Series Two Bonds; and WHEREAS, to effect the proposed refunding and resulting debt service savings on the 2007 Series Two Bonds and the 2007 Municipal Bond, and to conform the terms of the 2003 Loan Agreement, as amended by the 2007 Amendatory Loan Agreement and the 2011 Amendatory Loan Agreement (the "Amended Loan Agreement"), to the current practices of the Bank, it is necessary to amend the terms of the Amended Loan Agreement and to provide for the issuance by the Borough to the Bank of the Borough's South Kenai Peninsula Hospital Service Area General Obligation Refunding Bond, 2016 (the "2016 Municipal Bond" and together with the 2007 Municipal Bond and the 2011 Municipal Bond, the "Municipal Bond") and for the refunding of a portion of the Borough's 2007 Municipal Bond as provided herein. NOW, THEREFORE, the parties agree as follows: 1. The Bank will refund a portion of the outstanding 2007 Series Two Bonds as provided in the Series Resolution. The amount of the principal installments of the Borough's 2007 Municipal Bond corresponding to the refunded maturities of the 2007 Series Two Bonds, and the interest payable thereon, shall be adjusted pro rata in accordance with the debt service payable on the Refunding Bonds as set forth in the 2016 Municipal Bond delivered to the Bank in exchange for the 2007 Municipal Bond. The 2016 Municipal Bond, together with the replacement 2007 Municipal Bond delivered in exchange for the original 2007 Municipal Bond, henceforth shall mature in the principal amounts and bear interest at the rates per annum as stated on Exhibit A appended hereto. Page 2 2. Section 2 of the Amended Loan Agreement is amended by replacing current language with the following: The Borough represents that it has duly adopted all necessary ordinances or resolutions, including Ordinance No. 2003-12, adopted by the Borough Assembly on July 1, 2003, and Resolution No. 2003-086, adopted by the Borough Assembly on August 5, 2003 (together, the "Borough's 2003 Ordinance") and that the Borough's 2003 Ordinance is in full force and effect, and that it has taken all proceedings required by law to enable it to enter into the 2003 Loan Agreement and issue its 2003 Municipal Bond to the Bank and that the 2003 Municipal Bond constituted a direct and general obligation of the South Peninsula Hospital Service Area (the "SPHSA") and the full faith and credit of the SPHSA was pledged to the payment of the principal and interest on the 2003 Municipal Bond. The Borough irrevocably pledged and covenanted that it will levy and collect taxes upon all taxable property within the SPHSA without limitation as to rate or amount, in amounts sufficient, together with other funds legally available therefor, to pay the principal of and interest on the 2003 Municipal Bond as the same become due and payable. The Borough represents that it has duly adopted all necessary ordinances or resolutions, including Resolution No. 2006-096, adopted on November 21, 2006 (the "Borough's 2006 Resolution") and that the Borough's 2006 Resolution is in full force and effect, and that it has taken all proceedings required by law to enable it to enter into the 2007 Amendatory Loan Agreement and to issue its 2007 Municipal Bond to the Bank and that the 2007 Municipal Bond constitutes a direct and general obligation of the SPHSA, secured by the SPHSA's full faith and credit, all duly authorized by the Borough's 2007 Resolution. The Borough represents that it has duly adopted all necessary ordinances or resolutions, including Resolution No. 2011-071, adopted on July 5, 2011 (the "Borough's 2011 Resolution") and that the Borough's 2011 Resolution is in full force and effect, and that it has taken all proceedings required by law to enable it to enter into the 2011 Amendatory Loan Agreement and to issue its 2011 Municipal Bond to the Bank and that the 2011 Municipal Bond constitutes a direct and general obligation of the SPHSA, secured by the SPHSA's full faith and credit, all duly authorized by the Borough's 2011 Resolution. The Borough represents that it has duly adopted or will adopt all necessary ordinances or resolutions, including Resolution No. 2016-046, adopted on September 6, 2016 (the "Borough Refunding Resolution" and together with the Borough's 2003 Ordinance, the Borough's 2006 Resolution and the Borough's 2011 Resolution, the "Borough's Ordinance"), and that it has taken or will take all proceedings required by law to enable it to enter into this Amendatory Loan Agreement and to issue its 2016 Municipal Bond to the Bank and that the 2016 Municipal Bond will constitute a direct and general obligation of the SPHSA, secured by the SPHSA's full faith and credit, all duly authorized by the Borough Refunding Resolution. 3. The 2016 Municipal Bond shall not be subject to prepayment prior to maturity. Page 3 4. Section 14 of the Amended Loan Agreement is amended by adding the following paragraph: The Borough represents that the Borough's Ordinance is in full force and effect and has not been amended, supplemented or otherwise modified, other than by the Borough's Refunding Resolution and as previously certified by the Borough to the Bank. 5. Section 16 of the Amended Loan Agreement is amended by replacing the current language with the following: The Borough agrees that if its bonds constitute ten percent (10%) or more of the outstanding principal of municipal bonds held by the Bank under its General Bond Resolution it shall provide the Bank for inclusion in future official statements, upon request, financial information generally of the type included in Appendix D of the Bank's Official Statement, dated October 18, 2016, under the heading "Summaries of Borrowers Representing 10% or More of Outstanding Principal of Bonds Issued Under the 2005 Bond Resolution" attached hereto as Exhibit B. The Borough further agrees that if its bonds constitute ten percent (10%) or more of the outstanding principal of municipal bonds held by the Bank under its General Bond Resolution, it shall execute a continuing disclosure agreement prepared by the Bank for purpose of Securities and Exchange Commission Rule 15c2-12, adopted under the Securities and Exchange Act of 1934. 6. Section 22 of the Amended Loan Agreement is amended to include the following paragraph: The Borough hereby agrees to keep and retain, until the date six years after the retirement of the 2016 Municipal Bond, or any bond issued to refund the 2016 Municipal Bond, or such longer period as may be required by the Borough's record retention policies and procedures, records with respect to the investment, expenditure and use of the proceeds derived from the sale of its 2016 Municipal Bond, including without limitation, records, schedules, bills, invoices, check registers, cancelled checks and supporting documentation evidencing use of proceeds, and investments and/or reinvestments of proceeds. The Borough agrees that all records required by the preceding sentence shall be made available to the Bank upon request. 7. A new Section 23 is added to the Amended Loan Agreement, as follows: The Borough agrees that it shall file, on an annual basis, its audited financial statement with the Municipal Securities Rulemaking Board not later than two hundred ten (210) days after the end of each fiscal year of the Borough for so long as any of the 2007 Municipal Bond, the 2011 Municipal Bond or the 2016 Municipal Bond remains outstanding. The Borough agrees that filings under this Section 23 shall be made in connection with CUSIP Nos. 01 179P, 011798 and 01179R. Additional or alternate CUSIP number(s) may be added from time to time by written notice from the Bank to the Borough. The Borough agrees that if it shall receive from the Bank CUSIP number(s) in addition to those set forth in this Section then it shall make its filings using both CUSIP numbers herein stated and any additional CUSIP number(s). Page 4 8. A new Section 24 is added to the Amended Loan Agreement, as follows: (a) The Borough hereby certifies that all proceeds of the 2003 Municipal Bond, the 2007 Municipal Bond and the 2011 Municipal Bond, except for those proceeds that are accounted for as transferred proceeds in the arbitrage certificate for its 2016 Municipal Bond, have been expended prior to the date hereof. (b) The Borough hereby certifies that to date all required rebate calculations relating to the 2003 Municipal Bond, the 2007 Municipal Bond and the 2011 Municipal Bond have been timely performed and the Borough has remitted any necessary amount(s) to the Internal Revenue Service. (c) The Borough hereby certifies that (i) the 2003 Municipal Bond was issued exclusively for new money purposes and (ii) a portion of the 2007 Municipal Bond and a portion of the 2011 Municipal Bond were previously used to advance refund portions of the 2003 Municipal Bond. 9. A new Section 25 is added to the Amended Loan Agreement, as follows: As heretofore amended and as amended hereby, the 2003 Loan Agreement will remain in full force and effect so long as any of the 2007 Municipal Bond, the 2011 Municipal Bond or the 2016 Municipal Bond remains outstanding. Page 5 IN WITNESS WHEREOF, the parties hereto have executed this Amendatory Loan Agreement as of the date first set forth above. ALASKA MUNICIPAL BOND Y: DEVEN MITCHELL Executive Director KENAT PENINSULA BOROUGH, ALASKA By: CRAIG C. CHAPMAN Its: Finance Director Page 6 i *i :11 Kenai Peninsula Borough, Alaska South Kenai Peninsula Hospital Service Area General Obligation Refunding Bond, 2007, issued on April 5, 2007 (the "2007 Municipal Bond") Principal Sum of $15,000 Principal Interest Principal Payment Date Amount Rate December 1, 2016 $15,000 4.000% The remaining principal installment shall be payable on December 1 in the year, and in the amount set forth above. Interest on the 2007 Municipal Bond shall be payable on December 1, 2016. Prepayment Provisions: The remaining 2007 Municipal Bond principal installment is not subject to prepayment prior to maturity. Page A-I Kenai Peninsula Borough, Alaska South Kenai Peninsula Hospital Service Area General Obligation Refunding Bond, 2016, issued on November 3, 2016 (the "2016 Municipal Bond") Principal Sum of $2,660,000 Principal Payment Date Principal Interest (December 1) Amount Rate 2016 $20,000 2.000% 2020 620,000 4.000 2021 645,000 4.000 2022 670,000 5.000 2023 705,000 5.000 Principal installments shall be payable on December 1 in each of the years, and in the amounts set forth above. Interest on the 2016 Municipal Bond shall be payable on December 1, 2016, and thereafter on June 1 and December 1 of each year. Prepayment Provisions: The 2016 Municipal Bond principal installments are not subject to prepayment prior to maturity. Page A-2 i *i :11 Page B-1 CITY AND BOROUGH OF SITKA GENERAL OBLIGATION FINANCIAL SUMMARY Municipal Financial Position 2011 2012 2013 2014 2015 Average Property Tax Collections Borrowers Property Tax Rate per $1,000 $6.00 $6.00 $6.00 $6.00 $6.00 $6.00 Municipal Levy $5,799,400 $5,904,617 $5,957,735 $5,901,738 $6,032,826 $5,919,263 Current Years Collections $5,753,039 $5,874,918 $5,893.452 $5,842,721 $6,006,776 $5,874,181 Current Collection Rate 9920% 99.50% 98.92% 99.00% 99.57% 99.24% Total Year's Collections $5,807,869 $5,909,321 $5,893,452 $5,842,721 $6,006,776 $5,892,028 Total Collection Rate 100.15% 100.081A 98.92% 99.00% 99.57% 99.54% General Fund $ 13,384,8/3 $ 14,2b8,3i.0 1, 1,, $ o'a,IIL,,/99 Unreserved Ending Fund Balance 13,308,4/1 S 15,996,.,,,i Expenditures $ 23,260,649 $ 24,075,729 $ 23,691,912 1 $ 23,628,379 $ 30,621,436 $ 25,055,621 Fund Balance/ Expenditures 49% 56% 60% 60% 40% 56.38% Total Revenues $ 24,709,916 $ 26,584,728 $ 25,953,885 $ 80 29,227,140 $ 26,507,173 1 26,596,568 Intergovernmental Revenues $ 2,3,298 $ 2,659,323 $ 2,693,860 $ 2,771,990 $ 2,807,749 $ 2,662,644 Percentage Intergovernmental 30% 10% 10% 10%1 10.02% Overall Municipal Debt Position $ 68,1.,.,,411 $ - Revenue Debt - Enterprise Funds $ 68,807,401 $ 106,145,822 $ 108,940,000 Revenue Debt - Governmental Funds $ 165,750 $ 156,000 $ 146,250 $ 202,641 $ - General Obligation Debt Governmental Funds $ 36,300,000 $ 32,290,000 $ 31,020,000 $ 28,635,000 $ 25,990,OC General Obligation Debt - Enterprise Funds $ - - - $ - $ Total General Obligation Debt $ 36,300,000 $ 32,290,000 $ 31,020,000 $ 28,635,000 $ Total Revenue and General Obliation Debt 105,273,151 $ 101,039,411 $ 137,312,072 $ 137,777,641 $ 149, Guversmental GU Debt/ Taxable Assessed Value 31 ttta% 3.10% TIl' Total Revenue and G O Debt/A.V. Id .69 10.2 % 1372 ii 11 ,(, General Obligalios Debt Per Capita $,138 $3,607 $3,415 $3,152 62,86 Total Revenue and GO Debt Per Capita $12,000 $11,287 $15,116 $15,167 $16,488 General Economic and Demographic Data 2011 2012 2013 2014 2015 Annual Growth Population 8,773 8,9521 9,0841 9,0841 9,061 -0.25% Taxable Assessed Value $ 985,073,129 $ 990,930,238 $ 1,001,066,784 $ 983,623,000 $ 1,005,471,000 2.22% Assessed Value Per Capita I $ 112,285 $ 110,694 $ 110,2011 $ 108,281 $ 110,967 - Top lO Tax Pavers asa% of Assessed Value - 7.64% 7.97% 7577 7,577. 7.575 The Borough has not roteploted its fiscal year 2018 audit as of the date of the preparation of this table. D-1 City and Borough of Sitka Electric Enterprise Fund Financial Summary 2011 2012 2013 2014 2015 Assets Cash 24,320,421 31,450,650 28,803,187 13,505,669 4,447,481 Restricted Assets 6,871,164 3,595,875 21,197,459 18,121,955 21,733,477 Other Assets 5,010,167 7,266,275 13,897,615 11,777,153 7,988,506 Construction in Progress 11,646,987 18,086,724 58,930,539 137,885,040 12,535,308 Utility Plant in Service 63,103,150 61,775,003 59,900,343 59,508,277 217,550,674 Total Assets 110,951,889 122,174,527 182,729,143 240,798,094 264,255,446 Liabilities and Net Assets Liabilities Other Liabilities 1,722,772 2,477,182 6,355,564 13,017,817 3,355,323 Revenue Bonds Payable 48,700,000 47,570,000 79,485,000 105,100,000 119,510,000 Deferred toss/premium on bonds 1,471,509 (1,711,547) 5,943,338 6,742,293 6,347,870 Revenue Note(s) Payable 8,800,188 8,535,498 7,973,608 7,973,608 10,050,744 Total Liabilities 60,694,469 56,871,133 99,757,510 132,833,718 139,263,936 Net Assets 50,257,420 65,303,394 82,971,633 107,964,376 124,991,510 I Operating Revenues 11,401,523 11,611,319 12,077,554 14,240,772 17,118,321 Operating Expenses Administrative and General 1,739,698 2,003,768 1,975,492 2,860,066 2,406,734 Operation and Maintenance 5,257,342 5,914,895 5,152,028 4,964,074 7,443,239 Depreciation 1,987,558 1,971,739 1,986,195 1,841,712 1,814,707 Operating Income 2,416,925 1,720,917 2,963,839 4,574,920 5,453,641 Nonoperating revenue (expense) Investment Income 490,986 459,107 314,600 196,399 313,069 Interest Expense (1,725,198) (2,848,639) (1,678,238) (426,419) (316,203) Other - 625,748 572,946 812,866 463,877 Net Income before contributions and transfers 1,182,713 (42,867) 2,173,147 5,157,766 5,914,384 Capital contributions 4,039,237 5,266,050 17,169,455 19,455,106 9,986,217 Extraordinary item: Net Pension Obligation Relief 119,824 139,806 325,771 379,871 1,126,533 Transfer In (Out) net - - (998,128) - - Change In Net Assets 5,341,774 5,362,989 18,670,245 24,992,743 17,027,134 Population of City and Borough 8,773 8,952 9,084 9,098 9,061 4 of electric customers 5,282 5,309 5,403 5,490 5,683 KwH Sold 111,795,344 111,048,623 111,155,330 111,155,330 105,293,250 Revenue Bond Debt Service 3,477,959 3,467,567 4,529,240 5,045,158 7,158,839 Revenue Bond Coverage (> L25) 1.41 1.43 1,27 1.34 1.27 Note: $2,500,000 transferred into Rate Stabilization Fund in FY2015 $2,006,696 transferred out of Rate Stabilization Fund in FY2015 Total of rate Stabilization Fund as of June 30, 2015 -$3,001,304 The Borough has not completed its fiscal year 2015 audit as of the date of the preparation of this table. D-2 CITY AND BOROUGH OF SITF HARBOR ENTERPRISE FUND FINANCIAL SUMMARY 2011 2012 2013 2014 20 15 ASSETS Plant In-Service (net of depreciation) 14,789,299 14,122,591 13550,231 13,153,475 20,560,565 Land 90,000 90,000 90,000 90,000 90,000 Construction Work in Progress 20,229 57,838 665,476 7,824,365 939,917 Cash 3,733,467 4,735,101 6,599,187 6,616,954 7,595,507 Restricted Assets - - 3,615,663 589,166 317,566 Other Assets 1,342,572 1,339,389 1,216,385 1,524,898 1,036,361 Total Assets 19,975,567 20,344,919 25,736,942 29,798,858 30,539,916 LIABILITIES AND NET ASSETS Revenue Bonds Payable 0 0 4,569,486 3,840,000 3,705,000 Other Liabilities 1,405,227 1,156,003 1,144,138 1,689,033 1,592,094 Total Liabilities 1,405,227 1,166,003 5,713,624 5,529,033 5,297,094 NET ASSETS 18,570,340 19,188,916 20,023,318 24,269,825 25,242,822 Operating Revenues 2,854,858 3,154,885 3,096,419 3,164,252 3,365,977 Operation and Maintenance 2,492,110 2,434,329 1,708,210 2,454,599 2,194,755 Administrative and General - - - - Depreciation 899,956 986,619 668,511 666,074 669,102 Operating Income (Loss) (537,208) (266,063) 719,698 43,579 502,120 Non-Operating Revenue (Expense) 46,509 155,306 156,844 776,434 375,830 Net Income (Loss) Before Contribution (490,699) (110,757) 876,542 820,013 877,949 Capital Contributions 1,690,873 2,549,949 0 3,458,599 122,108 Net Transfers-In (Out) 3,804,600 675,000 (42,141) (32,105) (27,060) Special item - NPO/OPEB write off Change in Net Assets 5,004,774 3,114,192 834,401 4,246,507 972,997 pulation of City 8,773 8,952 9,084 9,098 9,061 venue Bond Coverage No Harbor No Harbor No payments of Bonds Bonds P&I 5.16 5.31 e Borough has not completed its fiscal year 2015 audit as of the date of the preparation of this table. D-3 CITY AND BOROUGH OF JUNEAU FINANCIAL SUMMARY General Governmental Fund Municipal Financial Position 2011 2012 2013 2014 2015 Average 'roperty Tax Collections Borrowers Property Tax Rate per $1000 $10.51 $10.55 $10.55 $10.66 $10.76 $10.61 Municipal Levy $40,739,944 $45,108,992 $45,852,292 $43,540,984 Current Year's tections $40,329,083 $41,431,682 - -- - - - - P - I, - 7-5-1 - ,--6 - 73-- -- - - - - g - T - ,- - 2j - 2-,—O - l9 $43,987,108 $44,818,184 $45,548,172 $43,222,846 Current Collection Rate 98.99% 99.23% 99407 99.367 99.34% 99.26% Total Year's Collections $40,728,566 $41,721,795 94,200,111 $45,017,746 $45,548,172 $43,443,278 Total Collection Rate 99.977. 99.93% 99.88% 99.80% 99,34% 99.78% General Fund - ii i,/2,,,.,oO Unassig ned Plus Emergency Operati ng Res (GASB#54) . 3,',o.eiu $ 'e,7 5 ' 5,.67 $ LO,2.IL,j1.c S 15,50 0,2 Expenditures $ 50,540,314 1 $ 51,283,781 $ 84,553,473 1 $ 86,380,150 $ 94,808,876 $ 73,513,319 Fund balance/ Expenditures 3.42% 6.79% 8.86%1------20.01% 21,3811% 12.1 Total Revenues $ 66,008,466 $ 50,036,584 $ 88,778,005 $ 97,936,255 - - F 98,018,608 $ 80,155,584 Intergovernmental Revenues $ 14,313,000 $ 15,464,700 $ 30,635,700 $ 41,429,692 $ 32,072,000 $ 26,783,018 Percentage Intergovernmental 227 317 35% 42% 33% 32.42% Overall Municipal Debt Position s ao,ua,jsi 9 43,6, .,,652 .9 41,o,,,,U67 1 $ ,o,v90,908 ia aa4oe,'i4 - Revenue Debt - Enterprise Funds Revenue Debt - Governmental Funds -T ---3-,-59-g-,5-7-5 $ 2,861,747 $ 2,091,457 $ 6,807,086 $ 26,972,320 General Obligation Debt - Governmental Funds $ 148,301,000 $ 133,446,000 $ 131,385,000 $ 122,068,000 $ 115,314,000 General Obligation Debt - Enterprise Funds - S - - - - Total General Obligati on Debt $ 148,301,000 $ 133,446,000 $ 131,385,000 $ 122,068,000 $ 115,314,000 Total Revenue and General Obligation Debt $ 197 108 916 $ 179 987 429 $175782,524 $ 168,965,994 5 180,722,763 Gover t I 3 q TH 18evue ani C, Dehl/AV. .94% 4,42% 4.13% 3.88% 402% ...... General Obligation Debt I'er Capila $4,742 94,113 64,023 93,699 $3,492, Total Revenue and GO Debt Per Capita $6,302 $5,548 $5,370 $5,116 $5,472 General Economic and Demographic Data 2011 2012 2013 2014 1 2015 Annual F'opulabon 311235 Taxable Assessed Value $ 3,989,344,944 Assessed Value Per Capita $ 127,5571 Top 10 Tax Payers as a % of Assessed Value -. 13.78%1 32,441 32,660 33,030 33,026 -0.010 $ 4,071,713,732 $ 4,275,067,217 $ 4,379,714,933 $ 4,484,327,332 $ 125,511 $ 130,896 $ 132,598 1 $ 135,782 - - 13.61% 13,73%.1382% - 13,61% LIABILITIES AND NET ASSETS Revenue Bonds Payable 9,700,000 9,691,595 9,380,434 9,033,637 Other Liabilities 2,110,290 2,140,909 1,401,365 2,050,500 Total Liabilities 11,810,290 11,832,504 10,781,799 11,084,137 NET ASSETS 48,102,305 51,216,497 58,447,652 58,926,943 Operating Revenues 2,854,858 3,154,885 3,173,272 3508,430 Operation and Maintenance 2,492,110 2,434,329 2,498,178 2,814,717 Administrative and General - - - - Depreciation 899,956 986,619 968,761 1,003,707 Operating Income (Loss) (537,208) (266,063) (293,667) (309,994) Non-Operating Revenue (Expense) 46,509 155,306 (214,686) 128,433 Net Income (Loss) Before Contribution (490,699) (110,757) (508,353) (181,561) Capital Contributions 1,690,873 2,549,949 7,392,466 660,852 Net Transfers-In (Out) 3,804,600 675,000 500,000 0 Special item - NPO/OPEB write off Change in Net Assets 5,004,774 3,114,192 7,384,113 479,291 31,275 32,441 32,660 33,064 1.19 179 1.21 1.67 pulation of City venue Bond Coverage 9,758,734 3,105,738 4,202,862 3,347,050 1,150,701 206,809 5,788,674 6,224,425 12,219,908 33,064 2.60 CITY AND BOROUGH OF JUN HARBOR ENTERPRISE FUND FINANCIAL SUMMARY 2011 2012 2013 2014 ASSETS Plant In-Service (net of depreciation) $13,827,335 $12,844,129 $11,875,368 $14,325,870 Construction Work in Progress 29,889,294 33,499,769 42,397,974 40,419,697 Cash 4728,522 4,660,755 3,466,374 4,030,992 Restricted Assets 10,702,703 11,196,479 10,946,328 10,554,614 Other Assets 764,741 847,869 543,407 679,907 Total Assets 59,912,595 63,049,001 69,229,451 70,011,080 2015 $17,517,553 50,214,768 3,975,676 9,581,172 1,718,645 CITY AND BOROUGH OF JUNEAU PORT DEVELOPMENT SPECIAL REVENUE FUND FINANCIAL SUMMARY 2011 2012 2013 2014 2015 Plant In-Service (net of depreciation) Construction Work in Progress Cash Restricted Assets Other Assets Total Assets LIABILITIES AND NET ASSETS Revenue Bonds Payable Other Liabilities Total Liabilities NET ASSETS Operating Revenues Operation and Maintenance Administrative and General Depreciation Operating Income (Loss) Non-Operating Revenue (Expense) Net Income (Loss) Before Contribution !Capital Contributions Net Transfers-In (Out) Change in Net Assets Population of C 4,428,233 (208,085) (252,013) 71,012 2,709,760 314,814 269,712 484,639 294,257 408,137 4,743,047 61,627 232,626 365,269 3,117,897 - - 151,020 349,585 642,980 - - 151,020 349,585 642,980 4,743,047 61,627 81,606 15,684 2,474,917 2,557,851 2,634,080 2,825,479 2,864,578 2,868,633 2,800 5,500 5,500 5,500 5,500 2,628,580 2,819,979 2,555,051 2,859,078 2,863,133 2,555,051 2,628,580 2,819,979 2,859,078 2,863,133 (1,500,000) (7,310,000) (2,800,000) (2,925,000) (403,900) 1,055,051 (4,681,420) 19,979 (65,922) 2,459,233 31,275 32,441 32,660 33,064 33,064 City and Borough of Juneau Conduit Debt WILDFLOWER COURT (A n ot for profit organziation) FINANCIAL SUMMARY 2011 2012 = 2013 2014 2015 Audited Audited Audited Audited Audited ASSETS Plant In-Service 4,909,305 4,620,999 4,734,678 3,771,100 3,082,979 Cash 1,582,128 1752043 1,43T,085 1 970,693 1,956,157 Restricted Assets 1,707,402, 2,170,928 1,489,365 1,450,054 1,437,448 Other Assets 1,399,517 1,444,749 1,786,787 1,267,699 1,389,726 Total Assets 9,598,352 9,988,719 9,447,915 8,459,546 7,866,310 LIABIL111ES AND NETASSETS Bond Debt 13,050,000 11,705,000 11,596,229 10,204,712 8,688,824 Other Liabilities 904,428 2,052,663 1132 323 996,579 1 ,012,833 Total Liabilities 13,954,428 13,757,663 12,728,552 11,201,291 9,701,657 NET ASSETS (DEFICIT) (4,356,076) (3,768,944) 3,280,637 (2741 745) (1,835,347) Operating Revenues 10859,195 10,841 324 11,057,791 11,447,862 114451 168 Operating Expenses 9,894,353 9,594,317 9,666,530. 9,961,681 9,745,914 Depreciation 832,579 780,765 935,689 1,008,253 841,433 Operating Income (Loss) . 132,263 466,243 455,592 477,928 857,821 Non-Operating Revenue (Expense) 61 553 120,890 32,713 60,964 48,577 Change in Net Assets 193,816 587,132 488,305 538,892 906,398 Revenue Bond Coverage 1.33 1.32 1.12. 1.10 1.18 In 2013 and 2014, Wildflower Court fell short of the required debt service coverage ratio of 1.15 times. Pursuant to the loan agreement between the City and Borough of Juneau and Wildflower Court, Wildflower Court worked with the City and Borough to identify measures to return the facility to compliance with the required debt service coverage ratio in 2015. D-7 CITY AND BOROUGH OF JUNEAU BARTLETT REGIONAL HOSPITAL FINANCIAL SUMMARY 2011 2012 2013 2014 2015 $72,772,410 $74,566,327 $74,002,798 $69,208,456 $63,710,212 6,866,781 6,202224 2,826,314 228,425 3,647,565 14,990,308 17,386,169 26,113,833 38,596,921 44,834,531 10,160,114 6,549,498 5,490,768 5,327,673 5,327,519 23,011,263 23,462,113 25,230,206 20,528,164 23,810,042 127,800,876 128,166,331 133,663,919 133,889,639 141,329,869 25,570,000 24,926,795 25,304,679 24,346,618 24,346,618 11,391,053 8,999,867 8,829,067 11033,875 46,306,102 36,961,053 33,926,662 34,133,746 35,380,493 70,652,720 90,839,823 94239,669 99,530,173 98,509,146 70,677,149 90,680,836 95,026,373 84,250,207 80,198,274 90,281,184 83,883,389 89,411,913 76,967,444 78,820,476 92,676,249 6,552,177 7,145,290 7,001,295 7,086,559 6,815,728 245,270 (1,530,830) 281,468 (5,708,761) (9,210,793) 1,579,634 3,306,366 4,119,820 3,610,234 14,405,416 1,824,904 1,775,536 4,401,288 (2,098,527) 5,194,623 89,002 471,910 134,658 0 0 1,152,600 1,152,400 1,123,000 1,077,500 1,054,500 3,066,506 3,399,846 5,658,946 (1,021,027) 6,249,123 31,275 32,441 32,660 33,064 33,064 3.63 3.00 7.34 2.50 8.97 ASSETS Plant In-Service (net of depreciation) Construction Work in Progress Cash Restricted Assets Other Assets Total Assets LIABILITIES AND NET ASSETS Revenue Bonds Payable Other Liabilities Total Liabilities NET ASSETS Operating Revenues Operation and Maintenance Administrative and General Depreciation Operating Income (Loss) Non-Operating Revenue (Expense) Net Income (Loss) Before Contribution Capital Contributions Net Transfers-In (Out) Special item- NPO/OPEB write off Change in Net Assets Population of City Revenue Bond Coverage To1( lOb tirn130bt S 33,910,300 S 30,230,000 S 26,020,000 5 43.055,000 S 41,320.000 ToL1Rrn 1OHt,rnfl 10 3 33913,303 5 20,230000 5 '6S'0000 S 40,000 5 4L30 500 03 00, 040 005 1) 0.04 0.00'. 000 I 15 d(X)flb1/AV(mrj 0.53% 046 040 005 5612 5530 547.3 5792 5737 5612 $536 5433 5792 5723 E,outk aM D-tog,aphic D 2311 M#,e.4 V1u 5 6,393,531,000 As05'IuePCap90 15 , 115.407 Q(T0141 A4V4b.. 13 (1) 2015, 2014 Id ion m,dI10,J 3.1— I, 50,W.to6 tho oow,tot0ILI3349, 03340,037 md 06,544,057 o5001014v0o 0, m,u41 byo 1e,,d,t,,i 2012 2013 201.4 2013 56,569 56756 56,362 57,147 050 33,241,000 5 6,726,010.000 15 6,960,190,300 5 6,332,443,000 117,675 5 113,331 15 122,405 S 121.509 1.1335. 16-IS; 170r, t. Central Peninsula General Hospital FINANCIAL SUMMARY 2il 2Qi2 21 2014 2015 ASSETS Capital Assets (net of depreciation) $67,842,931 $64,853,893 $69,429,959 $71,387,990 $93,151,047 Cash 21700,302 27,803,487 35,197,813 35,508,443 37,638,411 Cash held for Plant Replacement 10,097,241 11,421,461 11,322,729 16,447,887 18,838,950 Restricted Assets 3,584,121 633,493 500,000 4,693,402 5,069,037 Unspent bond proceeds 31,275,450 18,468,485 Other Assets 19,105,718 29,383,574 29,863,006 32,652,905 38,942,891 Total Assets 122,330,313 134,095.908 146,313.501 191966.077 212.108,821 LIABILITIES AND NET ASSETS Revenue Bonds Payable - - 32,490.000 33,890,000 GO Bonds Payable 35,990,000 32,255,000 30,130,000 27,905.000 25,670,000 Other Liabilities 10,965,610 18,041,771 18,176,258 20,336,761 24,137,535 Total Liabilities 46,955,610 50,296,771 48,306,258 80,731,761 83,697,535 NETASSETS 75,374,703 83,799,137 98,007.249 111,234,316 128,411,286 Operating Revenues 101.279,075 116,849.605 123,951,269 126,713,712 144,009,565 Operating Expenses 86,771,449 99,255.770 102,247,165 104,364,018 117,067,440 Depreciation 8,056,595 8,004.562 7,959.306 8,066.688 8,471,959 Operating Income (Loss) 6,451,031 9,589,273 13,744.799 14,283,006 18,470,166 Non-Operating Revenue (Expense) (1,105,595) (808,253) (1,541,657) (1,070,583) (1,300,456) Net income (Loss) Before Contribution 5.345,436 8,781.020 12,203,142 13,212,423 17,169,710 Capital Contributions 212,945 52,843 2,004,970 14,644 7,260 Change in Net Position 5,558,381 8,833.863 14,208,112 13,227.067 17,176,970 D-10 THIS AMENDATORY LOAN AGREEMENT, dated as of the 1st day of April 2007, between the Alaska Municipal Bond Bank (the "Bank"), a body corporate and politic constituted as an instrumentality of the State of Alaska (the "State") exercising public and essential governmental functions, created pursuant to the provisions of Chapter 85, Title 44, Alaska Statutes, as amended (the "Act"), having its principal place of business at Juneau, Alaska, and the Kenai Peninsula Borough, Alaska, a duly constituted second class borough of the State (the "Borough"): WITNESSETH: WHEREAS, pursuant to the Act, the Bank is authorized to issue bonds and make loans of money ("Loans") to governmental units; and WHEREAS, pursuant to a resolution entitled "A Resolution Creating And Establishing An Issue Of Bonds Of The Alaska Municipal Bond Bank; Providing For The Issuance From Time To Time Of Said Bonds; Providing For The Payment Of Principal Of And Interest On Said Bonds; And Providing For The Rights Of The Holders Thereof," adopted July 13, 2005 (the "2005 General Bond Resolution"), a series resolution entitled "A Series Resolution Authorizing the Issuance of General Obligation Refunding Bonds 2007 Series Two of the Alaska Municipal Bond Bank," adopted November 30, 2006 (the "Series Resolution," and together with the 2005 General Bond Resolution, the "Resolution"), the Bank issued its General Obligation Refunding Bonds, 2007 Series Two (the "2007 Series Two Bonds"); and WHEREAS, the Borough is a Governmental Unit as defined in the Resolution, and pursuant to the Act is authorized to accept a Loan from the Bank to be evidenced by its municipal bonds purchased by the Bank; and WHEREAS, the Bank made a Loan to the Borough from the proceeds of the Bank's General Obligation Bonds, 2003 Series E ("2003 Series E Bonds") in the amount of $10,290,000, evidenced by a Loan Agreement dated as of September 1, 2003 (the "Loan Agreement") between the Bank and the Borough, and by the South Peninsula Hospital Service Area General Obligation Bonds, Series 2003 of the Borough, dated September 30, 2003 (the "Municipal Bonds") and purchased by the Bank; and WHEREAS, the Bank has determined that refunding a portion of the 2003 Series E Bonds will reduce the combined principal and interest payments thereon and on the Municipal Bonds; and WHEREAS, pursuant to the 2005 General Bond Resolution the Bank adopted the Series Resolution authorizing the issuance of bonds to refund a portion of the 2003 Series E Bonds (the "Refunding 2003 Series E Bonds"); and WHEREAS, to effect the proposed refunding and resulting debt service savings on the 2003 Series E Bonds and the Municipal Bonds, and to conform the terms of the Loan Agreement to the current practices of the Bank, it is necessary to amend the terms of the Loan Agreement and the Municipal Bonds as provided herein; and NOW, THEREFORE, the parties agree as follows: 1. The Bank will refund a portion of the outstanding 2003 Series E Bonds as provided in the Series Resolution. The amounts of the principal installments of the Municipal Bonds corresponding to the refunded maturities of the 2003 Series E Bonds, and the interest payable thereon, shall be adjusted pro rata in accordance with the debt service payable on the Refunding 2003 Series E Bonds. The Municipal Bonds henceforth shall mature in the principal amounts and bear interest at the rates per annum as stated on Exhibit A appended hereto. 2. Section 16 of the Loan Agreement is amended to include the following: The Borough agrees that if it is one of the Governmental Units that has a ten percent or greater amount of outstanding bonds held by the Bank under its 2005 General Bond Resolution (i) it shall execute and delivery to the Bank a continuing disclosure certificate which will cause the Borough to provide to each Nationally Recognized Municipal Securities Information Repository and to a State Information Depository, if one is established in the State, annual financial information and operating data as required by Rule 15c2-12(b)(5) of the Securities and Exchange Commission Act of 1934 (the "Rule") until the final maturity date of the Municipal Bonds or as otherwise notified by the Bank. Annual financial and operating data shall include annual financial statements of the Borough, prepared in accordance with generally accepted accounting principles, as such principles may be changed from time to time, and information generally of the type included in Appendix 0 of the Official Statement and attached hereto as Exhibit B. The Bank shall notify the Borough iflt determines the Borough is one of the Governmental Units that has a ten percent or greater amount of outstanding bonds held by the Bank under its 2005 General Bond Resolution and will prepare the necessary continuing disclosure certificate for execution by the Borough. AMBB/Gener& Obligation Bonds, 2007 Series Two Amendatory Loan Agreement - KPB :\Docs137421705Amndatory Agreement KPB.wpd Page 2 IN WITNESS WHEREOF, the parties hereto have executed this Amendatory Loan Agreement as of the date first set forth above. ALASKA MUNICIPAL/B OND BANK [SEAL] N J. MITCHELL Director \\%lflhtIIlII//,/, IOK8U '4 KENAI PENINSULA BOROUGH, ALASKA °•' CRAIG C4HAPMAN 1964 Finance Director ATTE T: IMI 10V 1-1 . S AMBIGenera! Obligation Bonds, 2007 Series Two Amendatory Loan Agreement - KPB I:0s13742I705Amndatory Agreement - KPB.wpd Page 3 EXHIBIT A Kenai Peninsula Borough, Alaska Kenai Peninsula Borough, South Peninsula Hospital Service Area General Obligation Bonds, Series 2003 Principal Sum of $4,585,000 Principal Payment Date Principal Interest (December 1) Amount Rate 2007 $390,000 2.50% 2008 400,000 3.00 2009 415,000 3.25 2010 430,000 3.50 2011 445,000 4.00 2012 460,000 4.00 2013 480,000 4.00 2014 500,000 4.00 2015 520,000 5.00 2016 545,000 4.50 /)00 ' L' ) if v0) / 00 0 50) AMBB/General Obligation Bonds, 2007 Series Two Amendatory Loan Agreement - KPB I:\Docs\3142705Amendatcry Agreement - KPB.wpd - Kenai Peninsula Borough, South Peninsula Hospital Service Area General Obligation Refunding Bonds, Series 2007 Principal Sum of $3,080,000 Principal Payment Date Principal Interest (December 1) Amount Rate 2007 $10,000 3.75% 2008 10,000 3.75 2009 10,000 3.75 2010 15,000 3.75 2011 15,000 3.75 2012 15,000 4.00 2013 15,000 4.00 2014 15,000 4.00 2015 15,000 4.00 2016 15,000 4.00 2017 15,000 4.00 2018 15,000 5.00 2019 20,000 5.00 2020 680,000 5.00 2021 710,000 4.00 2022 735,000 4.00 2023 770,000 4.50 Redemption Terms: The Bonds maturing on or after December 1, 2017 are subject to redemption in whole or in part at the option of the Borough on any date on or after December 1, 2016 at a price of 100% of the principal amount thereof to be redeemed plus accrued interest to the date of redemption. AMBBfGeneraI Obligation Bonds, 2007 Series Two Amendatory Loan Agreement - KPB k\Docs\374217051Amendat3ry Agreement - t<PB.wpd - Exhibit B AMB B/General Obligation Bonds, 2007 Series Two Amendatory Loan Agreement - KPB I:\Docs137421 705\An,endatory Agreement - KPB.wpd - CITY OF KETCHIKAN KETCHIKAN PUBLIC UTILITIES ENTERPRISE FUND FINANCIAL SUMMARY 2005 2004 2003 2002 Audited Audited Audited Audited ASSETS Utility Plan In-Service $65,655,049 $66,742,145 $67,621,026 $70,915,742 Construction Work in Progress 2147,195 1,838,196 30,078,405 12,211495 Cash 15,601,381 14,973,617 14,766,191 12885,250 Restricted Assets 3,731,971 3,653,916 8,433,752 15,175,772 Other Assets 6,770,815 6,496,443 7,552144 6,646,446 Total Assets - 93,906,411 93,704,317 128,451,518 120,834,705 LIABILITIES AND NET ASSETS Revenue Bonds Payable 22,475,000 23,960,000 26,060,000 27,710,000 Other Liabilities 3,444,420 2,990,668 7,690,314 16,067,212 Total Liabilities 25,919,420 25,950,668 33,750,314 43,777,212 NET ASSETS 67,986,991 66,753,649 94,701,204 77,057,493 Operating Revenues 27,691,757 27,180,231 27,744,410 26,240,240 Operation and Maintenance 13,974,313 14,874,171 14,604,369 14,799,604 Administrative and General 5,106,907 5,139,468 4,452,846 4,393,991 Depreciation 6,248,245 6,113,112 5,971,682 6,238,429 Payment in Lieu of Taxes 650,000 650,000 650,000 650,000 Operating Income (Loss) 1,712,292 403,480 2,065,513 158,216 Non-Operating Revenue (Expense) (736,471) (1,139,856) (1,183,143) (1,504,093) Net Income (Loss) Before Contribution 975,821 (736,376) 882,370 (1,345,877) Contributions 257,521 1,099,417 16,761,341 2,661,328 Transfer of Net Assets - Swan Lake -Lake Tyee Intertie Project (28,310,596) Change in Net Assets 1,233,342 (27,947,555) 17,643,711 1,315,451 Population of Service Area * 13,125 13,093 13,685 13,683 Population of City 7,685 7,691 8,002 7,845 # of Electric Customers 7,202 7,161 7,178 7,171 #of Telephone Access Lines 9,840 10,131 10,653 11,259 # of Water Customers 2,928 2,905 2,851 2,847 Revenue Bond Coverage 3.33 2.22 3.02 1.85 * Water is only provided within the City D-1 CITY OF KETCH IKAN PORT FINANCIAL SUMMARY November30 2006 2005 2004 2003 2002 Unaudited Audited Audited Audited Audited ASSETS Cash $5092853 $7066674 $5,121,067 $2,895,450 $2,163,498 Port Facilities (net) 9,184,461 9,762,409 10,072,444 10,282,618 9,737,592 Construction Work in Progress 24,963293 1,632,135 2,686197 2,276353 358,350 Restricted Assets 21324,432 Other Assets 41,405 47,113 99,752 129,455 95,360 Total Assets 60606.444 18508,331 17,979460 15,583876 12,354,800 LIABILITIES AND NET ASSETS General Obligation Bonds Payable 1,685,000 1,880,000 2,065000 2,245,000 2,415,000 Revenue Bonds Payable 38,500,000 • Other Liabilities 3,070,898 3759,032 2,541,005 3,261,400 114,355 Total Liabilities 43,255,898 5,639,032 4,606,005 5,506,400 2,529,355 NET ASSETS 17,350,546 12,869,299 13,373,455 10,077,476 9,825,445 Operating Revenues 6,461,113 7,096,948 51000,010 1,774457 1,661,674 Operation and Maintenance 1,055,883 1,945,688 792,954 828,052 595,557 Depreciation 577,948 618,708 632,143 610,454 616,196 Payment in Lieu of Taxes/Taxes 93,592 102,100 102,100 102,100 102,100 Operating Income (Loss) 4,733,690 4,430,452 3,472,813 233,851 347,821 Non-Operating Revenue (Expense) (252,443) (68,390) (183,706) (22,824) (100,244) Net Income (Loss) Before Contribution 4,481247 4,362,062 3,289,107 211,027 247,577 Contributions 12,251 6,872 41,004 25,000 Extraordinary Item (2,432,884) Transfers (2,445,585) Change in Net Assets 4,481,247 (504,156) 3,295,979 252,031 272,577 Revenue Bond Debt Coverage: 1.25 xAnnual Debt Service 5.74 N/A N/A N/A N/A 1.0 xAnnual Debt Service/Reserves Account/Repair and Replacement Fund/S PH Lease Payments N/A NIA N/A N/A N/A * Unaudited 4 o Ships 35 37 37 37 34 # of Calls/Stops 469 562 535 538 503 # of Water Passengers 838,880 921,429 848,969 770,663 700,993 * Reflects statistical information provided by the Ketchikan Visitors Bureau D-2 CITY OF SEWARD FINANCIAL SUMMARY Municipal Financial Position 2003 2004 2005 2006 Average Property ax o ections _____________ Borrower's Property Tax Rate er $1 000 $312 $9.17 $3.12 $3.12 $3.12 Munici al Le $634,287 $666,848 $733,298 $792,210 $694,613 Current Years Collections $618,356 50,763 $717,697 $806,888 $682,430 Current Collection Rate 97.49% 97.59% 97.87% 98.20% 97.36% Total Years Collections $644,892 $669,065 $733,301 $802,200 $699,988 Total Collection Rate 101.67% 100.33% 100,00% 101.00% 100.737. General Fund - Unreserved Ending Fund Balance $ 4,966,740 5,188,880 $ 5,389,198 $ 4,586,941 Ex en itures $ 7,037,554 $ 7,037,318 $ 8,108,290 $ 10,339,110 Fund Balance/Expenditures 71% 74% 66% 44% 66% Total Revenues $ 7,125,917 $ 7,398,160 $ 8,247 828 $ 8,008,048 Inter overnmental Revenues $ 973,170 829,535 $ 984,920 $ 966,532 Percentage Inter overnurental 14% 11% 12% 12% 13% vets Uflicipa Debt Position - - - - Revenue Debt - Enterprise Funds $ 5,974,587 $ 5,673,722 $ 6,410,000 $ 10,590,000 General ligation Debt - Governmental Funds $ 7,223,262 7,069,933 $ 6,348,571 $ 5,576,146 General Obli ation Debt- Enter rise Funds $ 1,386,738 $ 665,068 $ 521,429 $ 373,854 bli afioji Debt Total General Obligation $ 8,610,000 $ 7,735,001 6,870,000 $ 5,950,000 Total Revenue and General Obli ation Debt $ 14,584,587 $ 13,408,723 $ 13,280,000 $ 16,540,000 Governmental GO Debt Assessed Value in 3.17% 2.57% 2.12% Enterprise GO Debt Assessed Value in 0.30% 0.21% 0.14% Total General Obligation Debt A.V. un 3.477. 2.78% 2,26% Total Revenue and GO Debt/A.V. mrv 6.01% 5.37% 6.28' General Obli ation Debt Per Ca ita $2,830 $2,705 $2,283 Total Revenue and GO Debt Per Ca ita $4,906 ,228 $6,347 General Economic and Demographic Data 2003 2004 2005 2006 Annual Growth Rate Population 2,794 2,733 2,540 2,606 2.60% Assessed Value $ 216,698,235 $ 223,202,115 $ 247,172,838 $ 263,528,984 6.62% Assessed Value Per Capita $ 77,558 $ 81,669 $ 97,312 $ 101,124 Top 10 Tax Payers as a % of Assessed Value 25.84% 18.48% 16,69% 17.00% Harbor Enterprise Fund-Specific Data Total Revenues $1,831,275 $1,846,276 $1,943,424 $2,394,604 Total Operating Expenses $1,237,187 $1,149,701 $1,310,211 $1,434,630 Net Revenue Available for Debt Service $594,0881 $696,5751$633,2131 $959,966 Annual Debt Service Payments 1 $243,5681 $20,6181$255,5421 20,741 Debt Coverage 2.441 2.861 2A81 2.99 General Obligation Bond Debt Outstanding $0 $0 $0 $0 Revenue Bond Debt Outstanding $2,820,000 $2,725,000 $3,120,000 $8,510,000 Total Harbor Enterprise Debt Outstanding $2,820,000 $2,725,000 $3,120,000 $8,510,000 (nfl')) most recenlygar Unaudited/estmi'ites D-3 901c1 'iIll AGREEMENT, dated as of the 1St day of September 2003, between the Alaska Municipal Bond Bank (the "Bank"), a body corporate and politic constituted as an instrumentality of the State of Alaska (the "State") exercising public and essential governmental functions, created pursuant to the provisions of Chapter 85, Title 44, Alaska Statutes, as amended (the "Act"), having its principal place of business at Juneau, Alaska, and the Kenai Peninsula Borough, Alaska, a duly constituted second class borough of the State (the "Borough"): WITNESS ETH: WHEREAS, pursuant to the Act, the Bank is authorized to make loans of money (the "Loan" or "Loans") to governmental units; and WHEREAS, the Borough is a Governmental Unit as defined in the General Bond Resolution of the Bank hereinafter mentioned and pursuant to the Act is authorized to accept a Loan from the Bank to be evidenced by its municipal bonds purchased by the Bank; and WHEREAS, the Borough is desirous of borrowing money from the Bank in the amount of $10,500,000 and has submitted an application to the Bank for a Loan in the amount of $10,500,000, and the Borough has duly authorized the issuance of its fully registered bond in the aggregate principal amount of $10,290,000 (the "Municipal Bond"), which bond is to be purchased by the Bank as evidence of the Loan in accordance with this Agreement; and WHEREAS, the application of the Borough contains the information requested by the Bank; and WHEREAS, to provide for the issuance of bonds of the Bank in order to obtain from time to time money with which to make Loans, the Bank has adopted the General Bond Resolution on May 27, 1976, as amended (the "General Bond Resolution"), and a Series Resolution adopted on August 25, 2003 (together with the General Bond Resolution, the "Bond Resolution"), authorizing the making of such Loan to the Borough and the purchase of the Municipal Bond. NOW, THEREFORE, the parties agree: 1. The Bank hereby makes the Loan and the Borough accepts the Loan in the principal amount of $10,290,000. As evidence of the Loan made to the Borough and such money borrowed from the Bank by the Borough, the Borough hereby sells to the Bank the Municipal Bond in the principal amount, with the principal installment payments, and bearing interest from its date at the rate or rates per annum, stated in Exhibit "A" appended hereto. For purposes of this Loan Agreement, the interest on the Municipal Bond will be computed without regard to the provision in Section 7 hereof for the Borough to make funds available to the Trustee acting under the General Bond Resolution for the payment of principal and interest at least seven business days prior to each respective principal and interest payment date. 2. The Borough represents that it has duly adopted or will adopt all necessary ordinances or resolutions, including Ordinance No. 2003-12 passed by the Borough Assembly on July 1, 2003 and Resolution No. 2003-086 passed by the Borough Assembly on August 5, 2003 (together, the "Borough's Ordinance"), and has taken or will take all proceedings required by law to enable it to enter into this Loan Agreement and issue its Municipal Bond to the Bank and that the Municipal Bond will constitute a general obligation bond and the full faith and credit of the Borough will be pledged for payment of the principal of, and interest on, the Municipal Bond. 3. Subject to any applicable legal limitations, the amounts to be paid by the Borough pursuant to this Loan Agreement representing interest due on its Municipal Bond (the "Municipal Bond Interest Payments") shall be computed at the same rate or rates of interest borne by the corresponding maturities of the bonds sold by the Bank in order to obtain the money with which to make the Loan and to purchase the Municipal Bond (the "Loan Obligations") and, unless required under Section 7 hereof to be paid at least seven business days before the interest payment date, shall be paid by the Borough in such manner and at such times so as to provide funds sufficient to pay interest as the same becomes due on the Loan Obligation. 4. The amounts to be paid by the Borough pursuant to this Loan Agreement representing principal due on its Municipal Bond (the "Municipal Bond Principal Payments"), unless required under Section 7 hereof to be paid at least seven business days before the maturity date, shall be scheduled by the Bank in such manner and at such times (notwithstanding the dates of payment as stated in the Municipal Bond) so as to provide funds sufficient to pay the principal of the Loan Obligations as the same matures based upon the maturity schedule stated in Exhibit "A" appended hereto. 5. In the event the amounts referred to in Sections 3 and 4 hereof to be paid by the Borough pursuant to this Loan Agreement are not made available at any time specified herein, the Borough agrees that any money payable to it by any department or agency of the State may be withheld from it and paid over directly to the Trustee acting under the General Bond Resolution, and this Loan Agreement shall be full warrant, authority and direction to make such payment upon notice to such department or agency by the Bank, with a copy provided to the Borough, as provided in the Act. 6. In the event Loan Obligations have been refunded and the interest rates the Bank is required to pay on its refunding bonds in any year are less than the interest rates AMBB/General Obilgation Bonds, 2003 Series E Loan Agreement - KPB \Docs1374215641Qa Agreement KPB,wpd Page 2 payable by the Borough on the Municipal Bond for the corresponding year pursuant to the terms of the Municipal Bond, then both the Municipal Bond Interest Payments and the Municipal Bond Principal Payments will be adjusted. in such a manner that (i) the interest rate paid by the Borough on any principal installment of the Municipal Bond is equal to the interest rate paid by the Bank on the corresponding principal installment of Bank's refunding bonds and (ii) on a present value basis the sum of the adjusted Municipal Bond Interest Payments and Municipal Bond Principal Payments is equal to or less than the sum of the Municipal Bond Interest Payments and Municipal Bond Principal Payments due over the remaining term of the Municipal Bond as previously established under this Loan Agreement. In the event of such a refunding of Loan Obligations, the Bank shall present to the Borough for the Borough's approval, a revised schedule of principal installment amounts and interest rates for the Municipal Bond. If approved by the Borough the revised schedule shall be attached hereto as Exhibit "A" and incorporated herein in replacement of the previous Exhibit "A" detailing said principal installment amounts and interest rates. 7. The Borough is obligated to pay to the Bank Fees and Charges. Such Fees and Charges actually collected from the Borough shall be in an amount sufficient, together with the Borough's Allocable Proportion of other money available therefor under the provisions of the Bond Resolution, and other money available therefor, including any specific grants made by the United States of America or any agency or instrumentality thereof or by the State or any agency or instrumentality thereof and amounts applied therefor from amounts transferred to the Operating Fund pursuant to paragraph (3) of Section 603 of the General Bond Resolution: (a) to pay, as the same become due, the Borough's Allocable Proportion of the Administrative Expenses of the Bank; and (b) to pay, as the same become due, the Borough's Allocable Proportion of the fees and expenses of the Trustee and paying agent for the Loan Obligations. The Borough's Allocable Proportion as used herein shall mean the proportionate amount of the total requirement in respect to which the term Is used determined by the ratio that the principal amount of the Municipal Bond outstanding bears to the total of all Loans then outstanding to all Governmental Units under the General Bond Resolution, as certified by the Bank. The waiver by the Bank of any fees payable pursuant to this Section 7 shall not constitute a subsequent waiver thereof. During any period where the Borough's Allocable Proportion of the fees and expenses of the Trustee and paying agent for the Loan Obligations is reduced in consideration of the Borough so making funds available, the Borough shall make funds available to the Trustee for each Municipal Bond Interest Payment and Municipal Bond Principal Payment at least seven business days before the respective principal or interest payment date, AMBB/General Obligation Bonds, 2003 Series E Loan Agreement - KPB I:10ocs\374216541oan Agreement KPB.wpd Page 3 8. The Borough is obligated to make the Municipal Bond Principal Payments scheduled by the Bank. The first such Municipal Bond Principal Payment is due on the date indicated on Exhibit "A" appended hereto, and thereafter on the anniversary thereof each year. The Borough is obligated to make the Municipal Bond Interest Payments scheduled by the Bank on a semi-annual basis commencing on the date indicated on Exhibit "A" appended hereto, and to pay any Fees and Charges imposed by the Bank within 30 days of receiving the invoice of the Bank therefor. 9. The Bank shall not sell and the Borough shall not redeem prior to maturity any portion of the Municipal Bond in an amount greater than the Loan Obligations which are then outstanding and which are then redeemable, and in the event of any such sale or redemption, the same shall be in an amount not less than the aggregate of (i) the principal amount of the Municipal Bond (or portion thereof) to be redeemed, (ii) the interest to accrue on the Municipal Bond (or portion thereof) to be redeemed to the next redemption date thereof not previously paid, (iii) the applicable premium, if any, payable on the Municipal Bond (or portion thereof) to be redeemed, and (iv) the cost and expenses of the Bank in effecting the redemption of the Municipal Bond (or portion thereof) to be redeemed. The Borough shall give the Bank at least 50 days' notice of intention to redeem its Municipal Bond. In the event the Loan Obligation with respect to which the sale or redemption prior to maturity of such Municipal Bond is being made have been refunded and the refunding bonds of the Bank issued for the purpose of refunding such Loan Obligation were issued in a principal amount in excess of or less than the principal amount of the Municipal Bond remaining unpaid at the date of issuance of such refunding bonds, the amount which the Borough shall be obligated to pay or the Bank shall receive under item (I) above shall be the principal amount of such refunding bonds outstanding. In the event the Loan Obligation has been refunded and the interest the Bank is required to pay on the refunding bonds is less than the interest the Bank was required to pay on the Loan Obligation, the amount which the Borough shall be obligated to pay or the Bank shall receive under item (ii) above shall be the amount of interest to accrue on such refunding bonds outstanding. lathe event the Loan Obligation has been refunded, the amount which the Borough shall be obligated to pay or the Bank shall receive under item (iii) above, when the refunded Loan Obligation is to be redeemed, shall be the applicable premium, if any, on the Loan Obligation to be redeemed. Nothing in this Section shall be construed as preventing the Borough from refunding the Municipal Bond in exchange for a new Municipal Bond in conjunction with a refunding of the Loan Obligation. AMBB/Gerieral Obligation Bonds, 2003 Series E Loan Agreement - KPB :1Docs57421684\Lo2n Agreement KPB.wpd Page 4 10. Simultaneously with the delivery of the Municipal Bond to the Bank, the Borough shall furnish to the Bank evidence satisfactory to the Bank which shall set forth, among other things, that the Municipal Bond will constitute a valid general obligation of the Borough, 11. Invoices for payments under this Loan Agreement shall be addressed to the Kenai Peninsula Borough, 144 N. Binkley Street, Soldotna, Alaska 99669, Attention: Finance Director. The Borough shall give the Bank and the corporate trust office of the Trustee under the General Bond Resolution at least 30 days' written notice of any change in such address. 12. Prior to payment of the amount of the Loan or any portion thereof, and the delivery of the Municipal Bond to the Bank or its designee, the Bank shall have the right to cancel all or any part of its obligations hereunder if: (a) Any representation, warranty or other statement made by the Borough to the Bank in connection with its application to the Bank for a Loan shall be incorrect or incomplete in any material respect. (b) The Borough has violated commitments made by it in the terms of this Loan Agreement. (c) The financial position of the Borough has, in the opinion of the Bank, suffered a materially adverse change between the date of this Loan Agreement and the scheduled time of delivery of the Municipal Bond to the Bank. 13. The obligation of the Bank under this Loan Agreement is contingent upon delivery of its 2003 Series E General Obligation Bonds (the "2003 Series E Bonds") and receipt of the proceeds thereof. 14. The Borough agrees that it will provide the Bank with written notice of any default in covenants under the Borough's Ordinance within 30 days from the date thereof. 15. The Borough shall not take, or omit to take, any action lawful and within its power to take, which action or omission would cause interest on the Municipal Bond to become subject to federal income taxes in addition to federal income taxes to which interest on such Municipal Bond is subject on the date of original issuance thereof. The Borough shall not permit any of the proceeds of the Municipal Bond, or any facilities financed with such proceeds, to be used in any manner that would cause the Municipal Bond to constitute a "private activity bond" within the meaning of Section 141 of. the Code. AMBB/General Obligation Bonds, 2003 Series E Loan Agreement KPB :\Docs\37421654\LoanAgrmenI KPa.wpd Page 6 The Borough shall make no use or investment of the proceeds of the Municipal Bond which will cause the Municipal Bond to be an "arbitrage bond" subject to taxation by reason of Section 148 of the Code. So long as the Municipal Bond is outstanding, the Borough, with respect to the proceeds of the Municipal Bond, shall comply with all requirements of said Section 148 and all regulations of the United States Department of Treasury issued thereunder, to the extent that such requirements are, at the time, applicable and in effect. The Borough shall indemnify and hold harmless the Bank from any obligation of the Borough to make rebate payments to the United States under said Section 148 arising from the Borough's use or investment of the proceeds of the Municipal Bond. 16. The Bank shall cause to be prepared an Official Statement (the "Official Statement") for the 2003 Series E Bonds. The Borough shall provide promptly to the Bank the information concerning the Borough and the Municipal Bond (the "Municipal Information") (i)that the Bank requests for inclusion in the Official Statement, or (ii) that the Borough considers to be material to the purposes for which the Official Statement is to be used. As a condition to the payment of the amount of the Loan or any portion thereof, the Borough shall provide to the Bank a certificate, dated the date of issue of the 2003 Series E Bonds, of an authorized officer of the Borough that the Municipal Information consists of fair and accurate statements or summaries of the matters therein set forth and such information does not contain any untrue statement of material fact or omit to state a material fact that should be stated therein for the purposes for which it is to be used or that is necessary to make the statements therein, in light of the circumstances under-which they were made, not misleading in any material respect; and (ii) to the best knowledge of such officer, no event affecting the Borough has occurred since the date of the Official Statement that should be disclosed in the Official Statement for the purposes for which it is to be used or that it is necessary to disclose therein in order to make the statements and information therein not misleading in any material respect. The Borough will undertake in the Disclosure Certificate for the benefit of the Beneficial Owners of the 2003 Series E Bonds to provide or cause to be provided to each nationally recognized municipal securities information repository ("NRMSIR") and to a state information depository ("SID"), if one is established in the State, annual financial information and operating data which shall be substantially similar to the financial information found in Appendix E to the Official Statement as required by Rule I 5c2-12(b)(5) of the Securities and Exchange Act of 1934, as the same may be amended from time to time (the "Rule"). The Borough will provide to each NRMSIR or to the Municipal Securities Rulemaking Board, and to the SID, timely notice of a failure by the Borough to provide required annual financial information on or before the date specified below. The annual financial information that the Borough will provide will consist of annual financial statements for the Borough, prepared in accordance with generally accepted accounting principles, as such principles may be changed from time to time; and will be provided not later than six AMBBIGeneral Obligation Bonds, 2003 Series E Loan Agreement. KPB I:\Dacs1374216841oan Agreement KPB.wpd Page 6 months after the end of each fiscal year of the Borough, as such fiscal year may be changed from time to time, commencing with the Borough's fiscal year ending June 30, 2003. 17. If any provision of this Loan Agreement shall for any reason be held to be invalid or unenforceable, the invalidity or unenforceability of such provision shall not affect any of the remaining provisions of this Loan Agreement and this Loan Agreement shall be construed and enforced as if such invalid or unenforceable provision had not been contained herein. 18. This Loan Agreement may be executed in one or more counterparts, any of which shall be regarded for all purposes as an original and all of which constitute but one and the same instrument. Each party agrees that it will execute any and all documents or other instruments, and take such other actions as are necessary, to give effect to the terms of this Loan Agreement. 19. No waiver by either party of any term or condition of this Loan Agreement shall be deemed or construed as a waiver of any other term or condition hereof, nor shall a waiver of any breach of this Loan Agreement be deemed to constitute a waiver of any subsequent breach, whether of the same or of a different section, subsection, paragraph, clause, phrase or other provision of this Loan Agreement. 20. In this Loan Agreement, unless otherwise defined herein, all capitalized terms which are defined in Article I of the General Bond Resolution shall have the same meanings, respectively, as such terms are given in Article I of the General Bond Resolution. 21. This Loan Agreement merges and supersedes all prior negotiations, representations and agreements between the parties hereto relating to the subject matter hereof and constitutes the entire agreement between the parties hereto in respect thereof. AMBB/Qeneral Obligation Bonds, 2003 Series E Loan Agreement. KPB :\boc&3742684Lp8n AgrernentKP8.wpd Page 7 IN WITNESS WHEREOF the parties hereto have executed this Agreement the day and year first above written. ALASKA MUNICIPAL BOND BANK [SEAL] KENAI PENINSULA BOROUGH By CRAIG CjAPMAN / Acting Finance Director AMBBIGeneral Obl igation Bonds, 2003 Series E Loan Agreement - KPB \0oc\314216841Loan Agreement KPB.wpd Page 8 EXHIBIT HA TO LOAN AGREEMENT BETWEEN THE KENAI PENINSULA BOROUGH, ALASKA, AND THE ALASKA MUNICIPAL BOND BANK Kenai Peninsula Borough, Alaska South Peninsula Hospital Service Area General Obligation Bonds 2003 Principal Date Principal Interest (December 1) Amount Rate 2004 $290,000 2.00% 2005 375,000 2.00 2006 385,000 2.00 2007 390,000 2.50 2008 400,000 3.00 2009 415,000 3.25 2010 430,000 3.50 2011 445,000 4.00 2012 460,000 4.00 2013 480,000 4.00 2014 500,000 4.00 2015 520,000 5.00 2016 545,000 4.50 2017 570,000 5.125 2018 600,000 5.00 2019 630,000 5.00 2020 660,000 5.25 2021 695,000 5.25 2022 730,000 5.25 2023 770,000 5.25 The Bonds shall mature on December 1 in each of the years, and in the principal amounts set forth above. Interest on the Bonds shall be payable on June 1, 2004, and thereafter on June 1 and December 1 of each year. REDEMPTION TERMS: The Bonds are subject to optional redemption. OPTIONAL REDEMPTION: The 2003 Series E Bonds maturing on or after December 1, 2014, are subject to redemption in whole or in part at the option of the Bond Bank on any date on or after December 1, 2013 at a price of 100% of the principal amount thereof to be redeemed plus accrued interest to the date of redemption. AMBB/Oenar& Obligation Bonds, 2003 Series E Loan Agreement. Exhibit A :\Oocs137421684\L0an Agreement KPB.wpd Page A-I ii I 'Y_' 1.] '1 i71 LIc1 Z L 1:1 II THIS AMENDATORY LOAN AGREEMENT, dated as of the 1st day of September 2011, between the Alaska Municipal Bond Bank (the "Bank"), a body corporate and politic constituted as an instrumentality of the State of Alaska (the "State") exercising public and essential governmental functions, created pursuant to the provisions of Chapter 85, Title 44, Alaska Statutes, as amended (the "Act"), having its principal place of business at Juneau, Alaska, and Kenai Peninsula Borough, Alaska, a duly constituted second class borough of the State (the "Borough"): WITNESSETH: WHEREAS, pursuant to the Act, the Bank is authorized to issue bonds and loan money ("Loans") to governmental units; and WHEREAS, the Borough is a "Governmental Unit" as defined in the General Bond Resolution of the Bank hereinafter mentioned and was authorized to accept a Loan from the Bank, evidenced by its municipal bond; and WHEREAS, to provide for the issuance of bonds of the Bank in order to obtain from time to time money with which to make, and or refinance, municipal Loans, the Bank adopted its General Obligation Bond Resolution on July 13, 2005, as amended August 19, 2009 (the "General Bond Resolution"); and WHEREAS, the Bank made a Loan to the Borough from proceeds of the Bank's General Obligation Bonds, 2003 Series E ("2003 Series E Bonds") in the amount of $10,290,000, evidenced by a Loan Agreement dated September 1, 2003, as amended April 1, 2007 (the "Loan Agreement") between the Bank and the Borough; and WHEREAS, as security for repayment of the Loan, the Borough issued its South Peninsula Hospital Service Area General Obligation Bonds Series 2003, dated September 30, 2003 (the "Municipal Bond"), as amended and reissued, in part, on April 1, 2007 (the "2007 Municipal Bond") of which the Bank is the registered owner; and WHEREAS, the Bank has determined that refunding a portion of the 2003 Series E Bonds will result in a debt service savings thereon and on a portion of the outstanding Municipal Bond; and WHEREAS, pursuant to the terms of the General Bond Resolution the Bank adopted Series Resolution No. 2011-04, approved on July 26, 2011 (the "Series Resolution" and together with the General Bond Resolution, the "Bond Resolution") authorizing the issuance of bonds to, in part, refund a portion of the 2003 Series E Bonds (the "Refunding Bonds"); and WHEREAS, to effect the proposed refunding and resulting debt service savings on the 2003 Series E Bonds and a portion of the outstanding Municipal Bond, and to conform the terms of the Loan Agreement to the current practices of the Bank, it is necessary to amend the terms of the Loan Agreement and that portion of the Municipal Bond to be reissued as provided herein: NOW, THEREFORE, the parties agree as follows: 1. The Bank will refund a portion of the outstanding 2003 Series E Bonds as provided in the Series Resolution. The amounts of the principal installments of the Municipal Bond corresponding to the refunded maturities of the 2003 Series E Bonds, and the interest payable thereon, shall be adjusted pro rata in accordance with the debt service payable on the Refunding Bonds. The Municipal Bond henceforth shall mature in the principal amounts and bear interest at the rates per annum as stated on Exhibit A appended hereto. The portion of the Municipal Bond not reissued and refunded is referred to as the "2003 Municipal Bond" on Exhibit A. The portion of the Municipal Bond reissued and refunded in conjunction with this Amendatory Loan Agreement is referred to as the "2011 Municipal Bond." Exhibit A also reflects the maturity schedule for the 2007 Municipal Bond, however, nothing in this Amendatory Loan Agreement shall modify the terms of the 2007 Municipal Bond. 2. The refunding Municipal Bond shall not be subject to optional prepayment prior to maturity. 3. Section 16 of the Loan Agreement is amended to include the following: The Borough further agrees that if it is one of the Governmental Units that has a ten percent or greater amount of outstanding bonds held by the Bank under its General Bond Resolution, it shall execute a continuing disclosure agreement for purpose of Securities and Exchange Commission Rule 15c2-12, adopted under the Securities and Exchange Act of 1934 and provide the Bank for inclusion in future official statements, upon request, financial information generally of the type included in Appendix D under the heading "Summaries of Borrowers Representing 10% in More of Outstanding Principal of Bonds Issues Under the 2005 Bond Resolution" to the Official Statement and attached hereto as Exhibit B. 4. A new section 22 is added to the Loan Agreement to include the following: The Borough hereby agrees to keep and retain, until the date six years after the retirement of the Municipal Bond, or any bond issued to refund the Municipal Bond, or such longer period as may be required by the Borough's record retention policies and procedures, records with respect to the investment, expenditure and use of the AMBB/General Obligation and Refunding Bonds, 2011 Series Three Amendatory Loan Agreement KPB Page 2 I:\Docs\37421725\Amendatory Loan Agreement (KPB 2003E And 2007).Doox proceeds derived from the sale of its Municipal Bond, including without limitation, records, schedules, bills, invoices, check registers, cancelled checks and supporting documentation evidencing use of proceeds, and investments and/or reinvestments of proceeds. The Borough agrees that all records required by the preceding sentence shall be made available to the Bank upon request. IN WITNESS WHEREOF, the parties hereto have executed this Amendment to Loan Agreement as of the date first set forth above. DVEN J. MITCHE Eecutive Director KENAI PENINSULA BOROUGH, ALASKA CRAIG a'CHAPMP Finance Director AMBB/Genera) Obligation and Refunding Bonds, 2011 Series Three Amendatory Loan Agreement - KPB Page 3 I:\Docs\37421 725mendatory Loan Agreement (KPB 2003E And 2007).Docx EXHIBIT A Kenai Peninsula Borough, Alaska South Peninsula Hospital Service Area General Obligation Bonds, Series 2003 (the "2003 Municipal Bond") Principal Payment Date Principal Interest (December 1) Amount Rate 2011 $445,000 4.00% 2012 460,000 4.00 2013 480,000 4.00 Optional Prepayment: The 2003 Municipal Bond is not subject to prepayment prior to maturity. Kenai Peninsula Borough, Alaska South Peninsula Hospital Service Area General Obligation Refunding Bonds, Series 2007 (the "2007 Municipal Bond") Principal Payment Date Principal Interest (December 1) Amount Rate 2011 $15,000 3.75% 2012 15,000 4.00 2013 15,000 4.00 2014 15,000 4.00 2015 15,000 4.00 2016 15,000 4.00 2017 15,000 4.00 2018 15,000 5.00 2019 20,000 5.00 2020 680,000 5.00 2021 710,000 4.00 2022 735,000 4.00 2023 770,000 4.50 Optional Prepayment: The 2007 Municipal Bond principal payments due on or after December 1, 2017 are subject to prepayment in whole or in part at the option of the Borough on any date on or after December 1, 2016, at a price of 100% of the principal amount thereof to be prepaid, plus accrued interest to the date of prepayment. AMBB/General Obligation and Refunding Bonds, 2011 Series Three Amendatory Loan Agreement - KPB Page A-I :\Docs\37421725Amendatory Loan Agreement (KPB 2003E And 2007),Docx Kenai Peninsula Borough, Alaska South Peninsula Hospital Service Area General Obligation Bonds, Series 2003, As Amended on September 15, 2011 (the "2011 Municipal Bond") Principal Sum of $3,285,000 Principal Interest Principal Payment Date Amount Rate March 1, 2012 $60,000 2.00% September 1, 2014 480,000 5.00 September 1, 2015 500,000 4.00 September 1, 2016 525,000 5.00 September 1, 2017 545,000 5.00 September 1, 2018 575,000 5.00 September 1, 2019 600,000 4.00 Optional Prepayment: The 2011 Municipal Bond is not subject to prepayment prior to maturity. AMBB/General Obligation and Refunding Bonds, 2011 Series Three Amendatory Loan Agreement - KPB Page A-2 I:\Docs\37421725'Amendatory Loan Agreement (KPB 2003E And 2007).Docx APPENDIX D Summaries of Borrowers Representing 10% or More of Outstanding Principal of Bonds Issued Under the 2005 General Bond Resolution Page 1 of 6 '1Ii1U -1 'AUllJ• l CITY OF KETCHIKAN GENERAL OBLIGATION FINANCIAL SUMMARY Municipal Financial Position 2006 2007 2008 2009 2010 Average Froperty Tax Collecteons ___________________________________________________ Borrowers Property Tax Rate per $1,000 $6.40__ $6.10 $6.10 $6.10 $6.10 $6.16 Municipal Levy $4,053,256 $4,253,726 $4,689,323 $4,868,459 $4,885,779 $4,550,108.60 Current Year's Collections $4,029,013 - $4,172,267 $4,644,308 $4,794,074 $4,689,396 $4,465,811.60 Current Collection Rate 99.40% 98.087T 99.04% 98.47% 95.98% 98.15% Total Years Collections $4,057,007 $4,236,037 $4,675,035 $4,844,090 9,689,396 9,500,315.00 Total collection Rate 100.09% 99.58% 99.70% 99.50% 95.98% 98.91% General Fund $ 5,590,212 $ 5,328,835 $ 5,070,342 $ 4,649,409 $ 5,101,448 $5,148,049 Unreserved Ending Fund Balance Expenditures $ 15,671,819 7 16,132,631 $ 18,476,845 7 18,084,246 $ 17,159,791 $17,105,066 Fund Balance/Expenditures 36% 33% 27% 26% 30% 30% Total Revenues $ 12,540,441 $ 13,129,154 8 15,082,274 $ 14,019,651 $ 13,886,302 $13,731,564 Intergovernmental Revenues $ 947,656 $ 1,380,391 $ 2,047,712 $ 1,348,409 $ 1,233,173 81,391,468 Percentage Intergovernmental 8% 11% 14% 10% 9% 10% Overall Municipal Debt Position $ 59,080,000 $ 58,089,266 $ 57,697,106 TERM _____________________________ $ 56,063,232 Revenue Debt- Enterprise Funds Revenue Debt - Governmental Funds $ - $ - 8 - $ - General Obligation Debt - Governmental Funds $ 7,180,571 $ 6,617,377 $ 6,044,339 7---9,9-5 ,000 8 12,080,000 General ObIgation Debt - Enterprise Funds $ 1,685,000 $ 2283,278 $ 2,112,504 $ 1,935,458 $ 4,942,967 Total General Obligation Debt $ 8,865,571 $ 8,900,655 $ 8,156,543 $ 7,390,458 $ 17,022,967 Total Revenue and General Obligation Debt $ 67,945,571 $ 66,989,921 $ 65,853,949 $ 63,832,681 $ 73,086,199 --- 1.13% 0.95% 0.7976 0.68% 1.51% Governmental GO Debt/ Assessed Value çmry$ Enterprise GO Debt / Assessed Value (mry) 0.27% 0.33% 0.27% 0.247 0.62% 1.40% Total General Obligation Debt/A.V. (mry) 1.28% 1.06% 0.93% 2.13% Total Revenue and GO Debt/ AN. (mry) 10.73% 9.61% 8.57% 8.00% -F $2,115 General Obligation Debt Per Capita $1,157 $1,151 $1,086 $985 Total Revenue and GO Debt Per Capita $8,868 $8,664 $8,771 $87508 $9,079 General Econonuc and Demographic Data 2006 2007 2008 2009 2010 Annual Growth Rate Population Assessed Value Assessed Value Per Capita Top 10 Tax Payers as a %of Total Assessed Value 7,662 $633,321,300 I_$82,657 _7,732 _$697,332,200 _7,508 _$768,741,400 _7,503 _$798,108,100 _8,050 _$800,947,400 _$99,497 _7.29% _0.36% _$90,188 _10.12%_9.93%_9,60%_8.73%_10,57% _$102,390 _$106,372 lioP):_most recent year D-1 Page 2 of 6 *1II:IIl;1 CITY OF KETCHIKAN KETCI-IIKAN PUBLIC UTILITIES ENTERPRISE FUND FINANCIAL SUMMARY 2006 2007 2008 2009 2010 Audited Audited Restated Audited Audited ASSETS Utility Plan In-Service $63,472,399 $65,675,153 $65,397,934 $69,718,266 $67,177,925 Construction Work in Progress 3,720,138 3,046,020 8,748,881 8,017,706 14,788,563 Cash 18,036431 17,271,704 15,351,432 13,958,674 12,566,005 Restricted Assets 3,592,407 3,881,216 5,128,184 4,062167 3,050,592 Other Assets 7,537,978 9,709,775 11,890,125 8,686,219 12,118,366 Total Assets 96,359,353 99,583,868 106516,536 104,443,032 109,701451 LIABILITIES AND NET ASSETS Revenue Bonds Payable 20,580,000 20,214266 20,574,802 19,902,223 20,233,232 Other Liabilities 4,243,388 5,320,524 6,782,025 4,045,215 3,983,215 Total Liabilities 24,823,388 25,534,790 27,356,827 23,947,438 24,216,447 NET ASSETS 71,535,965 74,049,078 79,159,709 80,495,594 85,485,004 Operating Revenues 31,085,610 30,786,551 33,275,983 33,310,537 32,975,154 Operation and Maintenance 15,188,374 17,777,974 19,912,114 20,861,336 19,060,639 Administrative and General 5,635,363 5,076,384 5.634,660 6,034,476 5,603,405 Depreciation 6,861,088 6,624,656 5,728,819 6,086,514 5,932,099 Payment in Lieu of Taxes Operating Income (Loss) 3,400,785 1,307,537 2,000,390 328,211 2,379,011 Non-Operating Revenue (Expense) (108,887) 197,069 75,885 (402,557) (479,652) Net Income (Loss) Before Contribution 3,291,898 1,504,606 2,076,275 (74,346) 1,899,359 Contributions 907,076 1,658,507 3,601,635 2,085,231 3,818,051 Special Item 82,721 Transfer of Net Assets - Swan Lake -Lake Tyee Intertie Project Transfer - Payment In Lieu of Taxes ** (650,000) (650,000) (650,000) (675,000) (728,000) Change in Net Assets - 3,548,974 2,513,113 5,110,831 1,335,885 4,989410 Population of Service Area 13,174 13,166 12,993 12,984 13,477 Population of City 7,662 7,732 7,508 7,503 8,050 # of Electric Customers 7,251 7,305 7,346 7,365 7,418 # of Telephone Access Lines 9,554 9,039 8,122 7,467 6,994 # of Water Customers 3,035 3,230 3,223 3,217 3,207 Revenue Bond Coverage 3.92 3.21 2.93 2.30 2.80 * Water is only provided within the City Change in accounting standards payment in lieu of tax must be reported as a transfer D-2 Page 3 of 6 YA•il.I• .1 A•II.]I •] CITY OF KETCH IKAN PORT FINANCIAL SUMMARY 2006 2007 2008 2009 2010 Audited Audited Audited Audited Audited ASSETS Cash $4529687 $8,471,112 $4939650 $4,827,125 $4,364,226 Port Facilities (net) 10,405,568 41,226,714 46,312,527 44,947,620 43,642947 Construction Work in Progress 26,082,665 3,493,927 832,620 963,018 1,116,782 Restricted Assets 19,872,348 4,743,690 4,215,907 4,819,708 5,307,521 Other Assets 515,697 560,772 2103,049 1,730,443 1,281312 Total Assets 61,405,965 58,496,215 58,403,753 57,287,914 55,712788 LIABILITIES AND NET ASSETS General Obligation Bonds Payable 1,685,000 1480,000 1,265,000 1,035,000 795,000 Revenue Bonds Payable 38,500,000 37,875,000 37,220,000 36,540,000 35,830,000 Other Liabilities 7,105081 5,130,176 4,191,404 3,147,957 3,134814 Total Liabilities 47,290,081 44,485,176 42,676,404 40,722,957 39,759,814 NET ASSETS 14,115,884 14,011,039 56063,232 16,564,957 15,952,974 Operating Revenues 6,427,207 7,895,063 8,839,267 8,922,228 8,000492 Operation and Maintenance 2,299,099 1,506,749 3,653,251 5,368,009 5,319,252 Depreciation 657,485 985,775 1,390,850 1,460,265 1,446,527 Property Taxes 154,041 167,219 Payment in Lieu of Taxes ** Operating Income (Loss) 3,470,623 5,402,539 3,795,166 1,939,913 1067,494 Non-Operating Revenue (Expense) (277,726) (1,681,716) (1,896,558) (1,718,248) (1,903,421) Net Income (Loss) Before Contribution 3,192,897 3,720,823 1,898,608 221,665 (835,927) Contributions and Capital Grants 9,448 1,848,500 703,308 905,943 518,944 Extraordinary Item Special Item 14,789 - - Transfers (1,853,659) (5,572,069) (617,625) - - Transfer- Payment in Lieu of Taxes (102,100) (102,100) (282,770) (290,000) (295,000) Change in Net Assets 1,246,586 (104,846) 1,716,310 837,608 (611,983) 1.25 x Annual Debt Service 6.59 2.67 3.42 2.78 2.23 1.0 x Annual Debt Service/Reserves Account/Repair and Replacement Fund/SPH Lease Payments N/A N/A 1.61 1.31 1.10 * Unaudited # of Ships 35 36 37 36 26 # of Calls/Stops 503 499 502 496 429 # of Water Passengers 838,880 899,638 941,910 937,419 828,929 * Reflects statistical information provided by the Ketchikan Visitors Bureau D-3 Page 4 of 6 TAIIil -] W'aUIlJU •J CITY AND BOROUGH OFSITKA GENERAL OBLIGATION FINANCIAL SUMMARY Munisipsi Financial Position 2007 2003 2009 2010 Averfl ropeiiy Tax Collections Borrowers Property Tax Rate per $1,000 $6.00 $6.00 $6.00 $6.00 Municipal Levy $5,003,463 $5,558,821 $5,735,000 $5,768,331 $5, Current Years Collections $4,983,438 $5,501,591 $5,689,030 $5,735,962 $5, Current Collection Rate 99.60% 98.97% 99.20% 99.44% 9930% Total Yeai's Collections $5,013,706 9,525,653 $5,737,647 $5,277,183 $5,513,547 Total Collection Rate 100.20% 99.40% 100.05% 100.15% 99.95% General Fund $ 8,766,337 6,389,357 $ 7,193,254 Unreserved Ending Fund Balance $ 8,853,936 $7,800,721 Expenditures $ 23,002,357 $ 23,575,260 $ 23,817,458 $ 23,597,203 $23,498,070 Fund Balance/Expesiditures 38% 27% 30% 38% 33% Total Reyesiues $ 23,513,736 $ 24,718,668 $ 25,925,306 $ 24,882,306 $24,760,004 Intergovernmental Revenues $ 1,949,569 $ 2,174,717 $ 2,393,157 $ 2,219.501 $2,184,236 Percentage Intergovernmental 8% 97. 91/ Overall Municipal Debt Position $ 50,247,039 $ 50,517,063 $ 48,467,078 Revenue Debt - Enterprise Funds $ 48,625,608 Revenue Debt Governmental Funds - $ 195,000 S 185,250 $ 175,500 General Obligation Debt Governmental Funds $ 30,540,000 $ 29,035,000 $ 34,410,000 $ 32,550,000 General Obligation Debt - Enterprise Funds $ - $ $ - $ - Total General Obligation Debt $ 30,540,000 $ 29,035,000 $ 34,410,000 $ 32,550,000 Total Revenue and General Obligation Debt $ 79,165,608 $ 79,477,039 $ 85,112,315 $ 81,192578 Governmental GO Debt/Taxable Assessed Value 354% 3.47% 3,65% 3.42% Total Revenue and GO Debt/A.V. 9.18% 8.49% 9.04% 8.52% General Obligation Debt Per Capita r $3,533 $3,370 $31989 ,- $3,665 Total Revenue and GO Debt Per Capita $9,158 $9,225 $9,866 $9,142 General Economic and Demographic Data 20(17 2003 2009 2010 umnUOWth 1 Rate Population 8,644 Taxable Assessed Value $ 861,978,476 Assessed Value Per Capi ta I $ 99,720 Tax Pa are as a % of Assessed Value 6.51% 8,615 8,627 81881 2.94% $ 935,894,126 $ 941,464,880 $ 952,574,685 1,18% $ 108,635 S 109,130 $ 107,261) 6.35% 8.36% 8121% A 10 D-4 Page 5 of 6 yARII.I - AUII] - City and Borough of Sitka Electric Enterprise Fund Financial Summary 2004 2005 2006 2007 2008 2009 2010 Audited Audited Audited Audited Audited Audited Audited Assets Cash 8,143,639 9,387,420 7,413,414 8,458,918 9,393,512 8,993,721 8,868,159 Restricted Assets 6,388,355 6,412,431 6,893,530 6,964,401 7,020,244 7,376,785 7,149,277 Other Assets 1,984,033 1,821,898 2,188,653 2,189,489 3,185,865 3,602,067 4,256,023 Construction in Progress 1,220,488 1,580,484 1,504,571 1,524,810 1,130,584 2,883,684 5,555,467 Utility Plant In Service 71,247,965 69,529,520 69,974,445 69,898,054 67,569,782 66,094,407 64,914,833 Total Assets 88,984,480 88,731,753 87,974,613 89,035,672 88,599,987 88,950,664 90,743,759 Liabilities and Net Assets Liabilities Other Liabilities 320,698 492,294 471,531 663,351 654,181 419,304 636,920 Revenue Bonds Payable 39,600,000 38,050,000 36,390,000 34,570,000 32,550,000 30,395,000 28,090,000 Deferred loss on bonds (1,650,996) (1,511,558) (1,372,120) (1,232,682) (1,093,244) (954,781) (815,343) Revenue Note Payable 10,386,520 10,287,213 9,977,213 9,760,076 9,534,167 9,299,130 9,054,598 Total Liabilities 48,656,222 47,317,949 45,466,624 43,760,745 41,645,104 39,158,653 36,966,175 Net Assets 40,328,258 41,413,804 42,507,989 45,274,927 46,954,883 49,792,011 53,777,584 Operating Revenues 9,538,911 9,976,533 9,999,043 10,716,798 10,539,726 11,846,117 10,852,914 Operating Expenses Administrative and General 1,309,195 1,204,058 1,334,555 1,392,512 1,799,393 1,955,508 1,699,737 Operation and Maintenance 2,946,610 3,582,937 3,282,047 3,752,526 4,144,733 4,465,023 4,366,115 Depreciation 1,815,328 1,877,245 1,920,919 2,006,972 2,024,708 1,998,438 1,994,177 Operating Income 3,467,778 3,312,293 3,461,522 3,564,688 2,970,892 3,427,148 2,792,885 Nonoparating revenue (expense) Investment Income 248,638 751,273 450,992 791,965 1,020,133 642,422 523,298 Interest Expanse (3,045,411) (2,976,520) (2,881,055) (2,741,335) (2,621,198) (2,469,192) (2,369,426) Other - - 62,726 50,717 315,931 351,823 208,962 Net Income before contributions and transfers 671,005 1,087,046 1,094,185 1,665,035 1,685,758 1,952,201 1,155,719 Capital contributions 1,300,914 603,582 2,853,752 Extraordinary Item: Net Pension Obligation Relief 281,345 Transfer In (Out) net (186,823) (1,500) - - (5,802) (23,898) Change In Net Assets 484,182 1,085,546 1,094,185 2,966,949 1,679,956 2,837,128 3,985,573 Population of City and Borough 8,805 8,947 8,833 8,644 8,615 8,627 N of electric customers 4,975 5,012 5,061 5,113 5,197 5,257 5,278 KwH Sold 94,534,990 95,844,639 98,405,781 106,491,085 109,997,183 114,866,192 108,739,970 Revenue Bond Debt Service 3,949,208 3,987,436 4,111,182 4,024,958 4,113,594 4,106,690 4,108,407 Revenue Bond Coverage (>1.25) 1.40 1.49 1.43 1.59 1.54 1.56 1.34 Data not available D-5 Page 6 of 6