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Tab_31!1 I K1 IIAV $] 11 SYLUJ 1 M I M THIS AMENDATORY LOAN AGREEMENT, dated the I g1h 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 City of Dillingham, Alaska, a duly constituted first class city of the State (the "City"): WITNESSETH: WHEREAS, pursuant to the Act, the Bank is authorized to issue bonds and loan money (the "Loans") to governmental units; and WHEREAS, the City 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 City from proceeds of the Bank's General Obligation Bonds, 2008 Series One ("2008 Series One Bonds") in the amount of $15,105,000, evidenced by a Loan Agreement, dated April 1, 2008 (the "2008 Loan Agreement"), between the Bank and the City; and WHEREAS, as security for repayment of the Loan and as provided in the 2008 Loan Agreement, the City issued its City of Dillingham, Alaska, General Obligation School Bond, 2008 Series A, dated April 15, 2008 (the "2008 Municipal Bond"), of which the Bank is the registered owner; and WHEREAS, the Bank has determined that refunding a portion of the outstanding 2008 Series One Bonds will result in a debt service savings thereon and on the 2008 Municipal Bond; and WHEREAS, on September 6, 2016, the Board adopted Series Resolution No. 20 16-05 (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 2008 Series One Bonds; and WHEREAS, to effect the proposed refunding and resulting debt service savings on the 2008 Series One Bonds and the 2008 Municipal Bond, and to conform the terms of the 2008 Loan Agreement to the current practices of the Bank, it is necessary to amend the terms of the 2008 Loan Agreement and to provide for the issuance by the City to the Bank of the City's General Obligation Refunding Bond, 2016 Series A (the "2016 Municipal Bond" and together with the 2008 Municipal Bond, the "Municipal Bond") and for the refunding of a portion of the City's 2008 Municipal Bond as provided herein. NOW, THEREFORE, the parties agree as follows: 1. The Bank will refund a portion of the outstanding 2008 Series One Bonds as provided in the Series Resolution. The amounts of the principal installments of the City's 2008 Municipal Bond corresponding to the refunded maturities of the 2008 Series One 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 2008 Municipal Bond. The 2016 Municipal Bond, together with the replacement 2008 Municipal Bond delivered in exchange for the original 2008 Municipal Bond, henceforth shall mature in the principal amounts and bear interest at the rates per annum as stated on Exhibit A appended hereto. 2. Section 2 of the 2008 Loan Agreement is amended by replacing the current language with the following: The City represents that it has duly adopted all necessary ordinances, including Ordinance No. 2007-07, adopted by the City Council on November 1, 2007, and Ordinance No. 2008-03, adopted by the City Council on March 17, 2008 (the "City's 2008 Ordinance") and that the City's 2008 Ordinance is in full force and effect, and that it has taken all proceedings required by law to enable it to enter into the 2008 Loan Agreement and issue its 2008 Municipal Bond to the Bank and that the 2008 Municipal Bond constitutes a valid general obligation bond of the City duly authorized by the City's 2008 Ordinance, The City represents that it has duly adopted or will adopt all necessary ordinances or resolutions, including Resolution No. 2016-51, adopted on September 1, 2016 (the "City Refunding Resolution" and together with the City's 2008 Ordinance, the "City'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 City, secured by the City's pledge of its full faith and credit, all duly authorized by the City Refunding Resolution. 3. The 2016 Municipal Bond shall be subject to optional prepayment prior to maturity on and after the same date, and on the same terms as the Refunding Bonds may be subject to optional redemption as set forth in Exhibit A. Page 2 4. Section 14 of the 2008 Loan Agreement is amended to include the following paragraph: The City represents that the City's Ordinance is in full force and effect and has not been amended, supplemented or otherwise modified, other than by the City Refunding Resolution and as previously certified by the City to the Bank. 5. Section 16 of the 2008 Loan Agreement is amended by replacing the current language with the following: The City 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 City 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. A new Section 23 is added to the 2008 Loan Agreement, as follows: The City 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 City for so long as either the 2008 Municipal Bond or the 2016 Municipal Bond remains outstanding. The City agrees that filings under this Section 23 shall be made in connection with CUSIP Nos. 01179P, 011798 and 01179R. Additional or alternate CUSIP number(s) may be added from time to time by written notice from the Bank to the City. The City 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). 7. A new Section 24 is added to the 2008 Loan Agreement, as follows: The City 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 City'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 City agrees that all records required by the preceding sentence shall be made available to the Bank upon request. Page 3 A new Section 25 is added to the 2008 Loan Agreement, as follows: (a) The City hereby certifies that all 2008 Municipal Bond proceeds, 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 City hereby certifies that to date all required rebate calculations relating to the 2008 Municipal Bond have been timely performed and the City has remitted any necessary amount(s) to the Internal Revenue Service. (c) The City hereby certifies that (i) the 2008 Municipal Bond was issued exclusively for new money purposes; and (ii) the 2008 Municipal Bond has not previously been used to directly or indirectly advance refund a prior issue of any municipal bonds of the City. A new Section 25 is added to the 2008 Loan Agreement, as follows: As amended hereby, the 2008 Loan Agreement will remain in full force and effect so long as either the 2008 Municipal Bond or the 2016 Municipal Bond remains outstanding. Page 4 IN WITNESS WHEREOF, the parties hereto have executed this Amendatory Loan Agreement as of the date first set forth above. ALASKA MUNICIPAL BOND BANK LIN DEVEN MITCHEI Executive Director CITY OF DILLINGHAM, ALASKA By: ' Its: C - 5 ctY U Page 5 i :ui i i i City of Dillingham, Alaska General Obligation School Bond, 2008 Series A, issued on April 15, 2008 (the "2008 Municipal Bond") Principal Sum of $1,420,000 Principal Interest Principal Payment Date Amount Rate April 1, 2017 $695,000 4.000% April 1, 2018 725,000 4.000 Principal installments shall be payable on April 1 in each of the years, and in the amounts set forth above. Interest on the 2008 Municipal Bond shall be payable on April 1, 2017, and thereafter on April 1 and October 1 of each year. Prepayment Provisions: The remaining 2008 Municipal Bond principal installments are not subject to prepayment prior to maturity. Page A-i City of Dillingham, Alaska General Obligation Refunding Bond, 2016 Series A, issued on November 3, 2016 (the "2016 Municipal Bond") Principal Sum of $8,425,000 Principal Payment Date Principal Interest (December 1) Amount Rate 2018 $685,000 4.000% 2019 710,000 4.000 2020 740,000 4.000 2021 775,000 4.000 2022 810,000 5.000 2023 850,000 5.000 2024 890,000 5.000 2025 940,000 5.000 2026 990,000 5.000 2027 1,035,000 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 ON lii :i 1 Page B-I 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 76,032,826 $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 99.20% 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 $6,086,776 $5,892,028 Total Collection Rate 108.15% 180.08% 98.92% 99.00% 99.57% 99.54% General Fund Unreserved Ending Fund Balance $ 11,508,475 $ 13,584,873 $ 14,268,394 $ 15,996,580 $ 14,720,675 $ 14,015,799 Expenditures $ 23,260,649 $ 24,075,729 $ 23,691,912 $ 23,628,379 $ 30,621,436 9 25,055,621 Fund Balance/Expenditures 49% 56% 60% 68% 48% 56.38% Total Revenues $ 24,709,916 $ 26,584,728 $ 25,953,885 $ 26,507,173 $ 29,227,140 $ 26,596,568 Intergovernmental Revenues $ 2,380,298 $ 2,659,323 $ 2,693,861 3 2,771,990 $ 2,807,749 $ 2,662,644 Percentage Inlergovernanenlal 10% 10% 10% 10 10% 10.02% Overall Municipal Debt Position - 5 06,00,401 55,593,411 $ 106,145,522 9 11)5,946,600 9 123,215,000 Revenue Debt - Enterprise Funds Revenue Debt - Governmental Funds $ 165,750 $ 156,000 $ 146,250 $ 202,641 $ 189,409 General Obligation Debt Governmental Funds $ 36,300,000 $ 32,290,000 $ 31,020,000 $ 28,635,000 $ 25,990,000 1 General Obligation Debt - Enterprise Funds - - $ - $ - - Total General Obligation Debt $ 36,300,000 $ 32,290,000 $ 31,020,000 $ 28,635,000 $ 25,990,000] Total Revenue and General Obligation Debt $ 105,273,151 $ 101,039,411 $ 137,312,072 $ 137,777,641 $ 149394,40J Governmental GO Oeblj taxable Assessed Value 3.597, 3.29% 3.1W6 2.91,, Total Revenue and GO Debt/A.V. 10.69% 10.20% 13.72% 14.01% 14700 General Obligalajo DeL Per Capsla 54,138 $3,957 $3,415 $3,152 $2,885 Total Revenue and GO Debt Per Capita 512,000 $11,287 $15,116 $15,167 $16,488 General Economic and Demographic Data 2011 2012 2013 2014 2015 Annual Growth Rate Population 8,773 8,952 9,0841 9,094 1 9,061 F -0.25% Taxable Assessed Value $ 985,073,129 $ 990,930,238 $ 1,001,066,784 $ 993,623,000 $ 1,005,471,000 2.22% Assessed Value Per Capita I $ 112,285 $ 110,694 $ 110,201 1$ 108,281 $ 110,567 Top 10 Tax Payers asa% of Assessed Value 7.64% 77,7% -. 757% -- 7.57% 7270 The Borough has not cossplehd its final year 2015 usd8 nsf 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 23,803,187 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 loss/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 (> 1.25) 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 SITP HARBOR ENTERPRISE FUND FINANCIAL SUMMARY 2011 2012 2013 2014 2015 ETS Plant In-Service (net of depreciation) 14,789299 14,122,591 13,550,231 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 I 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 1,156,003 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. D3 CITY AND BOROUGH OF JUNEAU FINANCIAL SUMMARY General Governmental Fund Municipal Financial Position 2011 2012 2013 2014 2015 Average Property Tax Collections Borrowers Property Tax Rate per $1,000 $10.51 $10.55 $10.55 $10.66 $10.76 $10.61 Municipal Levy $40,739,944 $41,751,673 $44,252,019 $45,108,992 $45,852,292 $43,540,984 Current Year's Collections $40,329,083 $41,431,682 $43,987,108 $44,818,184 $45,548,172 $43,222,846 Current Collection Rate 98.9971 99.23% 99.40% 99.36% 99.34% 99.26% Total Year's Collections $40,728,566 $41,721,795 $44,200,111 95,017,746 745,548,172 $43,443,278 Total Collection Rate 99,97% 99.93% 99.88% 99.80% 99,34% 99.78% General Fund Unassigned Plus Emergency Operating Res (GASB#54) i29,38 $ 3,454,161. $ 7,494,734 5 11,285,647 $ 2ü,272,312 S 111,053,252 Expenditures $ 50,540,314 $ 51,283,781 $ 847553,473 —5--T6—,3-8-0,-1T0- Fund Balance/Expenditures 3.42% 6.797. 8,86% 20.01% 21.38% 12.09% Total Revenues $ 66,008,466 $ 50,036,584 $ 88,778,005 $ 97,936,255 $ 98,018,608 $ 80,155,584 Intergovernmental Revenues $ 14,313,000 $ 15,464,700 $ 30,615,700 $ 41,429,692 $ 32,072,000 $ 26,783,018 Percentage Intergovemmental 22% 31% 35% 42% 33% 32,42% Overall Municipal Debt Position 11 - 45,264,341 $ 43,b79,052 S 41,90u,005 S 40,0110,906 $ 38,43u,443 Revenue Debt - Enterprise Funds Revenue Debt - Governmental Funds $ 3,599,575 $ 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 $ 1227068,000 $ 115,314,000 General Obligation Debt - Enterprise Funds - - $ - - - Total General Obligation Debt $ 148,301,000 $ 133,446,000 $ 131,385,000 $ 122,068,000 $ 115,314,000 Total Revenue and General Obliga tion Debt $ 197,108,916 $ 179,987,429 $ 175,382,524 $ 168,965,994 $ 180,722,763 Doveriusiexitsi GO Debt! laxable Assessed Value jd4b 3.28% 3.073 2.793 2.57% Total Revenue and GO Debt/A.V. 4.94% 4.42% 4 151- 3.86% 4.031 General Obligation Debt Per Capita $4,742 $4,113 $4,023 $3,696 $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 2015 Annual t'opulahon .31,2/b Taxable Assessed Value $ 3,989,344,944 Assessed Value Per Capita $ 127,557 Top 10 Tax Pavers as%rUAsswsd Value 1378% .32,441 32,661 33,030 3.3,026 -0331% $ 4,071,713,732 $ 4,275,067,217 $ 4,379,714,933 $ 4,484,327,332 2.39% $ 125,511 $ 130,896 $ 132,598 $ 135,782 11.73% -- 13.82%1361% - 13611 ri'r ihI:jiir 2011 2012 2013 2014 ETS PlantIn-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 4,728,522 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 I Assets 59,912,595 63,049,001 69,229,451 70,011,080 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 3,508,430 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 2015 $17,517,553 50,214,768 3,975,676 9,581,172 1,718,645 9,758,734 3,105,738 12,864,472 70,143,342 4,202,862 3,347,050 1,150,701 501,698 206,809 5,788,674 6,224,425 12.219,908 Population of City Revenue Bond Cc 31,275 32,441 32,660 33,064 1.19 1.79 1.21 1.67 3M D-5 CITY AND BOROUGH OF J UNEAU I PORT t1REVENUE J1FUND FINANCIAL J'1It 2011 2012 2013 2014 2015 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) Change in Net Assets 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 2,555,051 2,628,580 2,819,979 2,859,078 2,863,133 2,555,051 2,628,580 2,819,979 2,859,078 2,863,133 (1,500,000) (7,31 0,000j (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 we City and Borough of Juneau Conduit Debt WILDFLOWER COURT (A not 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 1,752,043 1,437,085 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 LIABILITIES AND NET ASSETS Bond Debt 13,050,000 11,705,000 11,596,229 10,204,712 8,688,824 Other Liabilities 904,428 2,052,663 1,132,323 996,579 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 (2,741,745) (1,835,347) Operating Revenues 10,859,195 10,841,324 11,057,791 11,447,862 11,445,168 Operating Expenses 9,894,353 9,594,317 9,666,530 9,961,681 9,745,914 Depreciation 832,579 780,765 935,669 1,008,253 841,433 Operating Income (Loss) 132,263 466,243 455,592 477,928 857,821 Non-Operating Revenue (Expense) 81,553 120,890 32,713 60,964 48,577 Change in Net Assets 193,816 587,132 488,305 538,892 906,398 Revenue Bond Coverage 1.33 132 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 10 101 V-11 01 M MVIRiMl i A I ly, F-101 Alm 2011 2012 2013 2014 2015 ASSETS Plant In-Service (net ofdepreciation) $72,772,410 $74,566,327 $74,002,798 $69,208,456 $63,710,212 Construction Work in Progress 6,866,781 6,202,224 2,826,314 228,425 3,647,565 Cash 14,990,308 17,386,169 26,113,833 38,596,921 44,834,531 Restricted Assets 10,160,114 6,549,498 5,490,768 5,327,673 5,327,519 Other Assets 23,011,263 23,462,113 25,230,206 20,528,164 23,810,042 Total Assets 127,800,876 128,166,331 133,663,919 133,889,639 141,329,869 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 - NPOIOPEB write off Change in Net Assets Population of City Revenue Bond Coverage 25,570,000 24,926,795 25,304,679 24,346,618 24,346,618 11,391,053 8,999,867 8,829,067 11,033,875 46,306,102 36,961,053 33,926,662 34,133,746 35,380,493 70,652,720 90,839,823 98,509,146 70,677,149 94,239,669 99,530,173 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 K6nI Peninsula BOTOU39 - General Fund General Obligation Financial Summary '!d i,IP,,,0i,,,s I .21...,...... 2032 2013 V_l 4 2000 PapryTCa114Uaiu Bmwm'aP,0rTaRa0 p5L000 8430 54.50 $450j 50j 54.50 54.50 Mm'4dp1 La 529,038,274 330,119,4,93 530,S23,497 s31,750.92j 331483,914 530,747,334, Cmmtye~is coum uons 525,630410 529,946,104 S30352 /636 531,353 531142,025 530,236,93 C-ftt 95.53% 58.45% 9S57 93.63% 08.29% 9830' ToI,,1 Co1L!io,, 529,047448 553,401,330 530,793408 831,635,476 831,532,596 838449,726 Total C1on Rate 99.96% 99.94% 9932% 9974% 03.89% 0549' - I c.nlet 1 FuBd Total E64mg l'uad 001nte tevedEetd0,fd5,,1nlc,, - S 21 p34,11 5 21,434435 [s 21,466,s$3 [s 21,268,520 S .3,10 934 5 16296,148 s sSi 54,5,596486 S 20 L,5 LI-) 5 16,244,676 - - 615,232,003 5 72,163,538 Epen4itte 5 73,547,365 5 73,452,479 $ 73,376,368 $ 79,427617 $73,553239 9 70,799,593$ 30 1;30% 71,105,637 22%r 21% $ 74235,495 5 74,945,074 8 70.764,253 25' 5731974,620 ntv.dRavnnel S 3,535 1 5 9749,460 5 10392,337 $ 9,484.4-53 S 13,354,084 510330,074 12%- 21'. --- 14%j 131. '0 J flynn! Mtnddpel Debt Poaliion Rn' Debt -Gn14IFen34 S - S - S S - S - 5 . 5. 5. 5 . 5 TobIS__n,ae flebt S . S S- 5 . 5 S 23,910430 530,230,000' 524420400 5 45,05543M Cennyni Ob96e6on DybO- p0ee Food, S . S To014,,ne1ObIinhen Debt 9 33,910400 530230,000 526,820,000 545,055,300 _5 41,320,000 TRndCrJOb,,,Dob1 00iy. 5 _ 33.910400 5 30,330,000 526,330.000 5 45,055,006 _541,520,000 _541,020.000 Genyt4 lOy ootk on! Dooty8ttpbk Data 2011 2002 1 2013 201.! 2015 Am,,G,00jl, 53,406 56,309 56,736 56462 57,147 550' Ayn,edV1oe $6,393,531,500 56,653,241,000 56,716,010,000 56,960,196,000 56,032,443,000 S115,407 5117,675 5150,331 5227,403 9120,309 Top 391%, .,', yOT,0,3 ,ty3,y 25.23% 24.397. 36,15% 1700% 17.03% film')' moM swceotvear 3) 2015LI814 ml 3013 nonot'nd Food adorn, I, 331 of Note BynvolO, te th 7001 6,eoymot 1011333131,13304437 d 16,944do7nlpolwlyfm on to me, tI 10100(14 b1tooettd non 0.33% 0.4 3 0.40% 035'. EMenpnn.eGODybtfd\10_(non) 000 000 000) Of Totn11lovm, _.,,d CC) fl,I,t'A.V.jmn'9 040% (nnoea0000gayyo DMntParCap)to 5602 9346 547,3 3462 5732 Tot.MR',eaodC011rbtPn'Cat,fta -563? 5336 5473 -5797 Central Peninsula General Hospital FINANCIAL SUMMARY 2011 2012 2012 2014 2012 ASSETS Capital Assets (net of depreciation) $67842931 $64853893 $69,429,959 $71,387,990 $93,151,047 Cash 21700,302 27,803487 35,197,813 35,508,443 37,638,411 Cash held for Plant Replacement 10,097,241 11421,461 11,322,729 16,447887 18,838950 Restricted Assets 3,584,121 633,493 500,000 4,693,402 5,069037 Unspent bond proceeds 31,275,450 18,468,485 Other Assets 19,105,718 29,383,574 29,863,006 32,652,905 38942,891 Total Assets 122,330,313 134,095.908 146,313507 191966,077 212.108821 LIABI LITIES AND NETASSETS 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 NET ASSETS 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 7,959,305 8,068,688 8,471,959 Operating Income (Loss) 6,451,031 9,589,273 13,744,799 14283,006 18,470166 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 17169,710 Capital Contributions 212,945 52,843 2004,970 14,644 7,260 Change in Net Position 5,558,381 8833,863 14208,112 13,227,067 17,176,970 D-1O THIS AGREEMENT, dated as of the 1St day of April 2008, by and 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 City of Dillingham, Alaska, a duly constituted as a First Class City of the State (the "City"): W I T N ESSETH: WHEREAS, pursuant to the Act, the Bank is authorized to make loans of money (the "Loan" or "Loans") to governmental units; and WHEREAS, the City 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; and WHEREAS, the City desires to borrow money from the Bank in the amount of not to exceed $15,105,000 and has submitted an application to the Bank for a Loan in the amount of not to exceed $15,105,000 and the City has duly authorized the issuance of its fully registered bond in the aggregate principal amount of $15,105,000 (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 City contains the information requested by the Bank; and WHEREAS, to provide for the issuance of bonds of the Bank in orderto obtain from time to time money with which to make Loans, the Bank has adopted the General Obligation Bond Resolution on July 13, 2005 (the "General Bond Resolution"), and Series Resolution No. 2008-01 adopted on January 22, 2008, as amended by Amending Series Resolution No. 2008-02 adopted on February 21, 2008 (together with the General Bond Resolution, the "Bond Resolution"), authorizing the making of such Loan to the City and the purchase of the Municipal Bond. NOW, THEREFORE, the parties agree: 1. The Bank hereby makes the Loan and the City accepts the Loan in the principal amount of $15,105,000. As evidence of the Loan made to the City and such money borrowed from the Bank by the City, the City 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. As set forth in Section 3 and 4 hereof, the City shall 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 City represents that it has duly adopted or will adopt all necessary ordinances, including Ordinance No. 2008-03 passed by the City Council on March 17, 2008 (the "City'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 valid general obligation bond of the City duly authorized by the City's Ordinance. 3. Subject to any applicable legal limitations, the amounts to be paid by the City 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, shall be paid by the City to the Bank's Trustee acting under the General Bond Resolution at least seven business days before the interest payment date 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 City pursuant to this Loan Agreement representing principal due on its Municipal Bond (the "Municipal Bond Principal Payments") shall be paid by the City to the Bank's Trustee acting under the General Bond Resolution at least seven business days before each maturity date (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 City pursuant to this Loan Agreement are not made available at any time specified herein, the City 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 City, 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 payable by the City on the Municipal Bond for the corresponding year pursuant to the terms AMBB/General Obligation Bonds, 2008 Series One Loan Agreement - Dillingham :\Oocs\37421 708\Loan Agreement - DiIIingham.wpd Page 2 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 City 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 underthis Loan Agreement. In the event of such a refunding of Loan Obligations, the Bank shall present to the City for the City's approval, a revised schedule of principal installment amounts and interest rates for the Municipal Bond. If approved by the City 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 City is obligated to pay to the Bank Fees and Charges. Such Fees and Charges actually collected from the City shall be in an amount sufficient, together with the City's Allocable Proportion (as defined below) 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 Section 606 of the General Bond Resolution: (a) to pay, as the same become due, the City's Allocable Proportion of the Administrative Expenses of the Bank; and (b) to pay, as the same become due, the City's Allocable Proportion of the fees and expenses of the Trustee and paying agent for the Loan Obligations. The City'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 City's Allocable Proportion of the fees and expenses of the Trustee and paying agent for the Loan Obligations is reduced in consideration of the City so making funds available, the City 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/Gerieral Obligation Bonds, 2008 Series One Loan Agreement - Dillingham 1:\Docs\37421 708\Loan Agreement - Dillingham.wpd Page 3 8. The City is obligated to make the Municipal Bond Principal Payments scheduled by the Bank. The first such Municipal Bond Principal Payment is due seven business days before the date indicated on Exhibit "A" appended hereto, and thereafter on the anniversary thereof each year. The City is obligated to make the Municipal Bond Interest Payments scheduled by the Bank on a semi-annual basis commencing seven business days before 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 City 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 City shall give the Bank at least 50 days' notice of intention to redeem its Municipal Bond. In the event the Loan Obligations 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 Obligations 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 City 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 Obligations have 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 Obligations, the amount which the City 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. In the event the Loan Obligations have been refunded, the amount which the City shall be obligated to pay or the Bank shall receive under item (iii) above, when the refunded Loan Obligations are to be redeemed, shall be the applicable premium, if any, on the Loan Obligations to be redeemed. AMBB/General Obligation Bonds, 2008 Series One Loan Agreement - Dillingham I:\Docs\37421708\Lo9n Agreement Dillingham.wpd Page 4 Nothing in this Section shall be construed as preventing the City from refunding the Municipal Bond in exchange for a new Municipal Bond in conjunction with a refunding of the Loan Obligations. 10. Simultaneously with the delivery of the Municipal Bond to the Bank, the City 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 City. 11. Invoices for payments under this Loan Agreement shall be addressed to the City of Dillingham, P.O. Box 889, Dillingham, Alaska 99576 Attention: Finance Director. The City 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 City 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 City has violated commitments made by it in the terms of this Loan Agreement. (c) The financial position of the City 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 General Obligation Bonds, 2008 Series One (the" 2008 Bonds") and receipt of the proceeds thereof. 14. The City agrees that it will provide the Bank with written notice of any default in covenants under the terms of this Loan Agreement and the City's Ordinance within 30 days from the date thereof. 15. The City 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. AMBB/General Obligation Bonds, 2008 Series One Loan Agreement- Dillingham 1\Docs\37421708\Loen Agreement - Dilhinghmwpd Page 5 The City 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. The City 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 City, 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 City shalt indemnify and hold harmless the Bank from any obligation of the City to make rebate payments to the United States under said Section 148 arising from the City's use or investment of the proceeds of the Municipal Bond. 16. The City 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 (I) it shall authorize the execution and delivery of a continuing disclosure certificate on the date the Municipal Bonds are delivered to the Bank, and (ii) it shall provide the Bank for inclusion in future official statements, upon request, financial information generally of the type included in Appendix D to the Official Statement and attached hereto as Exhibit B. 17. The City shalt report to the Bank, in writing, the percentage of property taxes collected in relation to the total amount of property taxes levied. The City agrees to provide this written report within thirty (30) days after the Municipal Bond is issued, and for fiscal year 2009 and thereafter within ninety (90) days after the final collection date for the then current fiscal year. The City's obligation to provide this written report terminates after the first fiscal year in which either (i) the Municipal Bond ceases to be outstanding, or (ii) the report shows that the percentage of property taxes collected for the fiscal year equals or exceeds eighty-five percent (85%) of the total amount of property taxes levied. 18. 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. 19. 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. AMBB/General Obligation Bonds, 2008 Series One Loan Agreement - Dillingham :\Oocs\37421708\Loan Agreement - Dlltngham.wpd Page 6 20. 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. 21. 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. 22. 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. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written. ALASKA MUNICIPAL CITY OF DILLINGRAM, ALASKA By: / AMBBfGerieraI Obligation Bonds, 2008 Series One Loan Agreement - Dillingham I\Docs\37421 705\Loan Agreement - Oillinghamwpd Page 7 A A City of Dillingham, Alaska General Obligation School Bond, 2008 Series A Principal Principal Date Principal Interest Date Principal Interest (April 1) Amount Rate (April 1) Amount Rate 2009 $470,000 5.00% 2019 $750,000 4.00% 2010 495,000 5.00 2020 780,000 4.25 2011 520,000 5.00 2021 815,000 4.25 2012 545,000 5.00 2022 850,000 4.375 2013 570,000 5.00 2023 890,000 4.50 2014 600,000 5.00 2024 925,000 4.70 2015 630,000 5.00 2025 970,000 4.80 2016 665,000 5.00 2026 1,020,000 4.90 2017 695,000 4.00 2027 1,070,000 5.00 2018 725,000 4.00 2028 1,120,000 5.00 Principal installments shall be payable on April 1 in each of the years, and in the amounts set forth above. Interest on the Bond shall be payable on October 1, 2008, and thereafter on April 1 and October 1 of each year. Prepayment Provisions: Principal installments due on or after April 1, 2019, are subject to prepayment bythe City, in whole orin part, onanydate, on or afterApril 1, 2018, at price of 100% of the principal amount hereof and be prepaid plus accrued interest to the date of prepayment. AMBB/General Obligation Bonds, 2008 Series One Loan Agreement KPB - Exhibit A Page A-i I:\Docs\37421708\Loan Agreement - Dillingbam.wpd AMBB/General Obligation Bonds, 2006 Series One Loan Agreement KPB - Exhibit B Page B-I I:\Docs\37421708\Loan Agreement - Dfflingham.wpd I4II :11 I:] ALEUTIANS EAST BOROUGH FINANCIAL SUMMARY REVENUES Local Revenues Fish Tax 2% of the Ex vessel Value Other Total Local Revenue State of Alaska Revenue Federal Revenues Total Revenues Fish Tax as % of Total Revenues EXPENDITURES 2003 2004 2005 2006 Average $2,493,342 $3,065,141 $3,161,495 $3,618,637 $3,084,654 $275,349 $395,026 $90,219 $165,799 $231,598 $2,768,691 $3,460,167 $3,251,714 $3,784,436 $3,316,252 $2,499,530 $1,875,905 $2,321,303 $2,301,619 $2,249,589 $249,616 $259,952 $275,612 $298,709 $270,972 $5,517,837 $5,596,024 $5,848,629 $6,384,764 $5,836,814 45% 55% 54% 57% 53% General Fund Expenditures $3,841,796 $4,524,911 $5.385,405 $6,255,737 $5,001,962 Unreserved Ending Fund Balance $2,071,713 $934,672 $1,057,692 $1,311,517 $1,343,899 Fund Balance/Expenditures 54% 21% 20% 21% 29% MUNICIPAL DEBT POSITION General Obligation Debt Outstanding $7,205,000 $27,765,000 $27,275,000 $31,765,000 Total General Obligation Debt Outstanding $7,205,000 $27,765,000 $27,275,000 $31,765,000 GO Debt/Assessed Value 7.50% 28.90% 28.39% 31.34% Total General Obligation Debt/A.V. 7.50% 28.90% 28.39% 31,34% GO Debt Per Capita $2,669 $10,561 $10,258 $12,019 GENERAL ECONOMIC AND DEMOGRAPHIC DATA Population 2,700 2,629 2,659 2,643 Assessed Value $96,072,577 $96,072,577 $96,072,577 $101,343,287 Assessed Value Per Capita $35,582 $36,543 $36,131 $38,344 ii CITY OF KETCHIKAN PORT FINANCIAL SUMMARY 2008 2005 2004 2003 2002 Audited Audited Audited Audited Audited ASSETS Cash $4,529,687 $7,066,674 $5,121,067 $2,895,450 $2,163,498 Port Facilities (net) 10,405,568 9,762,409 10,072,444 10,282,618 9,737,592 Construction Work in Progress 26,082,665 1,632,135 2,686,197 2,276,353 358,350 Restricted Assets 19,872,348 Other Assets 515,697 47,113 99,752 129,455 95,360 Total Assets 61,405,965 18,508,331 17,979,460 15,583,876 12,354,800 LIABILITIES AND NET ASSETS General Obligation Bonds Payable 1,685,000 1,880,000 2,065,000 2,245,000 2,415,000 Revenue Bonds Payable 38,500,000 Other Liabilities 7,105,081 3,759,032 2,541,005 3,261,400 114,355 Total Liabilities 47,290,081 5,639,032 4,606,005 5,506,400 2,529,355 NET ASSETS 14,115,884 12,869,299 13,373,455 10,077,476 9,825,445 Operating Revenues 6,427,207 7,096,948 5,000,010 1,774,457 1,661,674 Operation and Maintenance 2,299,099 1,945,688 792,954 828,052 595,557 Depreciation 657,485 618,708 632,143 610,454 616,196 Payment in Lieu of Taxes/Taxes 102,100 102,100 102,100 102,100 102,100 Operating Income (Loss) 3,368,523 4,430,452 3,472,813 233,851 347,821 Non-Operating Revenue (Expense) (310,285) (68,390) (183,706) (22,824) (100,244) Net Income (Loss) Before Contribution 3,058,238 4,362,062 3,289,107 211,027 247,577 Contributions 42,006 12,251 8,872 41,004 25,000 Extraordinary Item (2,432,884) Transfers (1,853,659) (2,445,585) Change in Net Assets 1,246,585 (504,156) 3,295979 252,031 272,577 Revenue Bond Debt Coverage: 1.25 x Annual Debt Service 5.09 N/A N/A N/A N/A 1.0 x Annual Debt Service/Reserves Account/Repair and Replacement Fund/SPH Lease Payments N/A N/A N/A N/A N/A * Unaudited #of Ships 36 37 37 37 34 # of Calls/Stops 503 562 535 538 503 # of Water Passengers 838,880 921,429 848,969 770,663 700,993 * Reflects statistical information provided by the Ketchikan Visitors Bureau CITY OF KETCH IKAN KETCHIKAN PUBLIC UTILITIES ENTERPRISE FUND FINANCIAL SUMMARY Contributions Transfer of Net Assets - Swan Lake -Lake Tyee Intertie Project 2006 2005 Audited Audited $63,472,399 $65,655,049 3,720,138 2,147,195 18,036,431 15,601,381 3,592,407 3,731,971 6,055,932 6,770,815 94,877,307 93,906,411 20,580,000 22,475,000 4,243,388 3,444,420 24,823,388 25,919,420 70,053,919 67,986,991 31,085,610 27,691,757 15,188,374 13,974,313 5,635,363 5,106,907 6,861,088 6,248,245 650,000 650,000 2,750,785 1,712,292 (108,887) (736,471) 2,641,898 975,821 907,076 257,521 3,548,974 1,233,342 13,174 13,125 7,662 7,685 7,251 7,202 9,554 9,840 3,035 2,928 3.92 3.33 2004 2003 2002 Audited Audited Audited $66,742,145 $67,621,026 $70,915,742 1,538,196 30,076,405 12,211,495 14,973,617 14,766,191 12,885,250 3,653,916 8,433,752 18,175,772 6,496,443 7,552,144 6,646,446 93,704,317 128,451,518 120,834,705 23,960,000 26,060,000 27,710,000 2,990,668 7,690,314 16,067,212 26,950,668 33,750,314 43,777,212 66,753,649 94,701,204 77,057,493 27,180,231 27,744,410 26240,240 14,874,171 14,604,369 14,799,604 5,139,468 4,452,846 4,393,991 6,113,112 5,971,682 6,238,429 650,000 650,000 650,000 403,480 2,065,513 158,216 (1,139,856) (1,183,143) (1,504,093) (736,376) 882,370 (1,345,877) 1,099,417 16,761,341 2,661,328 (28,310,596) (27,947,555) 17,643,711 1,315,451 13,093 13,685 13,683 7,691 8,002 7,845 7,161 7,178 7,171 10,131 10,653 11,259 2,905 2,851 2,847 2.22 3.02 1.85 ASSETS Utility PlanIn-Service 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 Payment in Lieu of Taxes Operating Income (Loss) Non-Operating Revenue (Expense) Net Income (Loss) Before Contribution Change in Net Assets Population of Service Area * Population of City # of Electric Customers # of Telephone Access Lines # of Water Customers Revenue Bond Coverage * Water is only provided within the City 3 *:i :11:11 I1 SOUTH KENAL PENINSULA BOROUGH HOSPITAL DISTRICT FINANCIAL SUMMARY Municipal Financial Position 2004 2005 2006 2007 Average Property Tax Collections Borrowers Property Tax Rate per $1,000 $1.75 $1.75 $1.75 $1.75 $1.75 Municipal Levy $1,440,486 $1,535,163 $1,850,355 52,023,439 $1,712,361 Current Years Collections $1,399,099 $1,484,885 $1,759,172 $1,953,706 $1,649,216 Current collection Rate 97.13% 96.72% 95.07% 96.55% 96.37% Total Year's Collections $1,435,198 $1,545,898 $1,788,720 $2,062,889 $1,708,176 Total Collection Rate 99.63% 100,70% 96.67% 101.95% 99.74% General Fund $ 835,136 $ 861,483 $ ____________ 870,970 $ 855,106 $855,674 Unreserved Ending Fund Balance Expenditures $ 2,095,272 $ 1,606,153 $ 1,859,445 $ 2,223,064 $1,945,984 Fund Balance/Expenditures 40% 54% 47% 36% 45% Total Revenues $ 1,490,487 $ 1,632,500 $ 1,868,932 $ 2,207,200 $1,799,780 Intergovernmental Revenues - $ $ - $ - $ - Percentage Intergovernmental n/a n/a n/a Municipal Debt Position Revenue Debt $ - $ - $ - $ General Obligation Debt $ 10,290,000 $ 10,000,000 $ 9,625,000 $ 9,465,000 Overlapping General Obligation Debt $ 5,415,841 $ 5,005,680 1 $ 5,003,208 $ 5,257,478 General Obligation Debt/ Assessed Value (mry) 0.93% Total General Obligation Debt/A.V. (mry) 1.42% 1.27% General Obligation Debt Per Capita $777 $764 General Obligation Debt Service (mry) Percent of Debt Retired in 10 yrs. $ 803,262 49,78% 13.20% 42.987 $ 805,663 51.09% General Obligation Debt Service/ Expend itures 36.24% General Obligation Debt Service/Revenues 36.50% General Economic and Demographic Data 2004 2005 2006 2007 Annual Growth Rate Population (1) 12,390 Assessed Value $795,847,000 Assessed Value Per Capita $64,233 To_10 Tax Pa ers as a % of Assessed Value 7.32%12.00%_10.11%_10.09% Borough Per Capita Income (not available for Service Area) State Per Capita Income Borough PCI as Percentage of State PCI State Unemployment rate (December 2005 & 2006) Borough Unemployment rate (December 2005 & 2006) I_ Borough Rate as Percentage of State Rate _12,390 _$841,731,000 _12,390 _$1,031,057,000 _12,390 _$1,156,782,000 _$93,364 available _$67,936 _$83,217 $30,795 $ _35,612 ________________ 6.90%_6.70% 66.47%_Not 8.60%_8.40% _Not _$38,622 available I (mry): most recent year 124.64% 125.37% (1) Service Area population is only done as part of the census