ORDINANCE ______________

AN ORDINANCE relating to economic and community development; authorizing and providing for the issuance by the City of a note for the purpose of supporting eligible activities under the federal Section 108 program, including the acquisition and rehabilitation of certain brownfields properties within the City of Seattle's Brownfields Showcase and Enterprise Communities; authorizing a Funding Approval/Agreement and a contract with the United States Department of Housing and Urban Development for a Section 108 guaranty of the note; authorizing agreements with a custodian to establish separate accounts or funds; authorizing loans of a portion of the note proceeds; authorizing acceptance of a Brownfields Economic Development Initiative Grant for use to reduce debt service obligations on such loans; authorizing related agreements; and ratifying and confirming prior acts.

WHEREAS, the City's Brownfields Showcase and Enterprise Communities contain abandoned or under-used properties, where expansion or redevelopment is hindered by real or perceived environmental contamination, and which are generally known as "brownfields" properties; and

WHEREAS, the Nisqually Earthquake of February 28, 2001 further destabilized brownfields properties within the City's Brownfields Showcase and Enterprise Communities, and a number of historic and environmentally contaminated buildings in Pioneer Square and the International District are now in need of immediate rehabilitation; and

WHEREAS, acquisition and rehabilitation of certain brownfields properties in these communities, including earthquake damaged buildings, would not be economically feasible unless publicly-based financing sources were available; and

WHEREAS, HUD awarded the City a Brownfields Economic Development Initiative grant in the amount of $1,750,000 ("BEDI Grant") to support development of the Rainier Court project in Southeast Seattle; however, due to the high levels of distress caused by the February 28, 2001 earthquake, HUD amended the terms of the BEDI Grant to allow use of funds to support redevelopment projects in the City's Brownfields Showcase and Enterprise Communities; and

WHEREAS, HUD conditioned use of the BEDI Grant on the City's ability to obtain a companion Section 108 loan; and

WHEREAS, the City Council held a public hearing on June 5, 2002 on a proposed application to the United States Department of Housing and Urban Development ("HUD") for a federal loan guaranty under Section 108 of the Housing and Community Development Act of 1974, as amended ("Section 108"), to assist in financing eligible economic and community development activities, including acquisition and rehabilitation of certain brownfields properties within the City's Brownfields Showcase and Enterprise Communities; and

WHEREAS, Resolution 30466, adopted by the City Council on June 10, 2002, authorized the Mayor to submit an application to HUD for a Section 108 loan guaranty and the Mayor did submit such application; and

WHEREAS, the City has received a Funding Approval/Agreement from HUD under which HUD will provide a Section 108 loan guaranty in an amount not to exceed Fifteen Million Five Hundred Thousand Dollars ($15,500,000); and

WHEREAS, under the federal Section 108 program, HUD's assistance must take the form of the City's issuance of a non-recourse note guaranteed by HUD, and loans of the proceeds of the note for projects that fulfill a public purpose and provide revenues to repay the note; and

WHEREAS, the City's participation in the Section 108 loan guaranty program and the expenditure of guaranteed loan proceeds thereunder is authorized by RCW 35.21.735, and the City Council by this Ordinance intends to implement the transactions authorized by that statute and in compliance therewith; and

WHEREAS, a Section 108 loan guarantee in combination with the BEDI Grant will make the acquisition and rehabilitation of certain brownfields properties economically feasible, and will assist in the economic recovery of the Pioneer Square and other neighborhoods within the City's Brownfields Showcase and Enterprise Communities still suffering from the lingering effects of the Nisqually Earthquake of February 28, 2001 and an economic recession; and

WHEREAS, a Section 108 loan guarantee in combination with the BEDI Grant will benefit low and moderate income individuals including the creation or retention of jobs, will help preserve certain historic buildings and will also address slums or blight on a spot basis; and

WHEREAS, proceeds of a Section 108 guaranteed loan will be applied to multiple projects; and

WHEREAS, 211 First Avenue Building, L.P. (211 First Avenue), Buttnick Building, L.P. (Buttnick Building) and Triad City Loan LLC (City Loan Building), all of which are controlled by John A. Goodman, will be the borrowers of loans for the three initial projects; and

WHEREAS, John A. Goodman will provide an unconditional guaranty of payment and performance of the loans for these three initial projects; and

WHEREAS, the Office of Economic Development has made public a proposed application for a Section 108 loan guarantee, and the City Council has held a first public hearing on June 5, 2002 and a second public hearing on August 7, 2002 on the proposed application and to obtain citizens' views on community development needs, as required by federal regulations;

NOW, THEREFORE,

BE IT ORDAINED BY THE CITY OF SEATTLE AS FOLLOWS:

Section 1. The Mayor or the Director of the Office of Economic Development ("OED Director") is authorized, on behalf of The City of Seattle, to accept a Funding Approval/Agreement from HUD, in the form attached as Exhibit A with such additions, modifications and amendments as HUD may require or the Mayor or OED Director may deem necessary or advisable to carry out the purposes of this Ordinance, for a Section 108 loan guaranty in the amount of up to Fifteen Million Five Hundred Thousand Dollars ($15,500,000). The Mayor or OED Director is further authorized, on behalf of The City of Seattle, to accept a BEDI Grant Agreement from HUD, in the form attached as Exhibit B with such additions, modifications and amendments as HUD may require or the Mayor or OED Director may deem necessary or advisable to carry out the purposes of this Ordinance, for a Brownfields Economic Development Initiative Grant in the amount of up to One Million Seven Hundred Fifty Thousand Dollars ($1,750,000). The Mayor or OED Director is further authorized, on behalf of the City, to execute, deliver, perform and administer a contract with HUD (the "Contract"), based on the form attached as Exhibit C and with such additions, modifications and amendments as HUD may require or the Mayor or OED Director deem necessary or advisable to carry out the purposes of this Ordinance. The Mayor or OED Director is further authorized, on behalf of The City of Seattle, at the request of HUD, to execute and deliver an amendment to, or replacement for, the Contract in such form as HUD may require or the Mayor or OED Director may deem necessary or advisable to carry out the purposes of this Ordinance. The Contract, and any replacement contract, shall state in substance that the note issued by the City pursuant to Section 2 of this Ordinance shall be a non-recourse note, that the City's liability on the Note and the Contract shall be limited solely to the security pledged therefor, that they are not obligations of the City or the State of Washington, that neither the Note nor the Contract shall constitute a debt payable from the City's public funds, and that neither the faith and credit nor the taxing power of the City shall be pledged for the City's obligations under the Contract or for payment of principal, interest or premium, if any, on the Note.

Section 2. The Mayor or OED Director is authorized, on behalf of The City of Seattle, to issue a non-recourse promissory note ("Note") in the principal amount not to exceed Fifteen Million Five Hundred Dollars ($15,500,000), based on the form attached as Exhibit D, and with such modifications, additions or amendments as HUD may require or the Mayor or OED Director may deem necessary or advisable to carry out the purposes of this Ordinance. The interest rates for the Note shall be as determined in accordance with the terms of the Note and Contract. The Note shall provide for a schedule of maturities of principal approximately as stated in Exhibit D, with such modifications and amendments as HUD may require or the Mayor or OED Director deem necessary or advisable to carry out the purposes of this Ordinance. The Mayor or OED Director is further authorized, on behalf of the City, to cause portions of the proceeds of the Note to be disbursed, by the financial institution acting as Custodian pursuant to Section 6 of this Ordinance, to the order of 211 First Avenue Building, L.P., a Washington limited partnership, Buttnick Building, L.P., a Washington limited partnership and Triad City Loan LLC, a Washington limited liability company (these entities are referred to collectively as "Goodman Entities"), or any substitute entities approved by the Mayor or OED Director, pursuant to the Loan Agreements authorized in Section 3 of this Ordinance, to assist in the financing of the acquisition and rehabilitation of properties known as 211 First Avenue, Buttnick Building (200-204 First Avenue) and the City Loan Building (206 First Avenue), in Seattle Washington. These three initial projects are more particularly described in the Project Description attached as Exhibit E. The Mayor or OED Director is further authorized, on behalf of the City, to cause the remaining portion of the proceeds of the Note to be disbursed by the Custodian to the order of any additional borrowers pursuant to any further loan agreements for the use of Note proceeds that are approved by the City Council by any subsequent ordinance. The Mayor or OED Director is further authorized, on behalf of The City of Seattle, at the request of HUD, to execute and deliver one or more replacement non-recourse promissory notes ("Replacement Note") in the aggregate principal amount not to exceed Fifteen Million Five Hundred Thousand Dollars ($15,500,000), with substantially the same schedule of principal repayments and with interest rates determined substantially as contemplated by the Contract, and otherwise in such form as the Mayor or OED Director may deem necessary or advisable to carry out the purposes of this Ordinance. Pursuant to RCW 35.21.735, the Note (including any Replacement Note) shall contain a recital to the effect that it is not an obligation of the City or the State of Washington, and that neither the faith and credit nor the taxing power of the State, the City or any other municipal corporation or subdivision of the State or any agency of any of the foregoing is pledged to the payment of principal, interest or premium if any, thereon.

Section 3. The Mayor or OED Director is authorized, on behalf of The City of Seattle, to execute, deliver, administer and cause to be performed Loan Agreements with the Goodman Entities, and with other borrowers to which loans of Note proceeds shall be approved by any later ordinance (the Goodman Entities and any such other borrowers are collectively referred to as "Obligors"), each based on the form attached as Exhibit F, with such additions, modifications, and amendments as HUD may require or the Mayor or OED Director may deem necessary or advisable to carry out the purposes of this Ordinance, together with such ancillary and related documents as the Mayor or OED Director may deem necessary or advisable to carry out the purposes of this Ordinance. Such modifications may include, without limitation, provision for an interest rate payable by each Obligor that may be at a rate higher than or different from that interest rate payable on the Note; provisions establishing, adjusting or eliminating a periodic monitoring fee or a similar fee payable by the Obligors, or both. Each loans to an Obligor shall be secured by a first lien position deed of trust, in form and content acceptable to the OED Director, against the property being acquired and improved with such loan. The loans to the Goodman Entities shall also be secured by an unconditional guaranty of payment and performance from John A. Goodman in form and content acceptable to the OED Director. Moreover, the Loan Agreements shall provide, consistent with HUD regulations, that the Obligors shall take affirmative steps to assure that minority and women's business enterprises are used when possible, and shall maintain records of those steps, and that nothing in the agreement shall be construed to require or authorize any discrimination or preferential treatment contrary to applicable law. Disbursement of such loan proceeds for the costs of renovation of each Obligor's project to be funded from proceeds of the Note shall be governed by a construction disbursement agreement for the benefit of the City in form and content acceptable to the OED Director.

Section 4. The specific terms of the loans to the Goodman Entities, and the use of the BEDI Grant for the Goodman Entities, shall be based on the terms outlined in Exhibit E, with such adjustments as HUD may or the Mayor or OED Director deem necessary or advisable to carry out the purposes of this Ordinance.

Section 5. The Mayor or OED Director is authorized, on behalf of the City, to negotiate and execute one or more agreements with a financial institution to act as trustee and/or custodian (the "Custodian") to receive and disburse the proceeds of the City's nonrecourse Note and to receive, administer and expend such funds as are received from Obligors as repayments or other payments under the Loan Agreements or from realization on the security for the loans. Such agreement shall also authorize the Custodian to receive and disburse BEDI Grant funds to defray in part the debt service obligations of the Obligors, over the term of the Contract, as support for the activities funded from the Note proceeds. Such agreement shall also include establishment by the Custodian of one or more special funds or accounts from which the City's Note shall be repaid, and any other funds or accounts that HUD may require or the Mayor or OED Director may deem necessary or appropriate. Such funds or accounts shall at all times be kept segregated and set apart from all funds and accounts of the City, and into such funds or accounts shall be deposited all money that is pledged as security to HUD in connection with the guaranty that is required under the HUD Contract to be deposited therein. The agreement(s) with the Custodian and all funds or accounts established thereunder shall comply with RCW 35.21.735.

Section 6. The Mayor or OED Director is authorized to cause BEDI Grant funds to be delivered by HUD directly to the Custodian pursuant to the Custodial Agreement, and to direct the Custodian to apply such funds for the purposes of reducing or subsidizing interest obligations on loans to Obligors made from the proceeds of the Note. BEDI Grant funds shall be apportioned pro rata among the loans based on the ratio of the maximum amount of each loan to the total Note proceeds (i.e., $15,500,000).

Section 7. The Mayor or OED Director is further authorized to negotiate and execute such additional agreements as the Mayor or OED Director deem necessary or advisable to carry out the purposes of this Ordinance and to implement the Section 108 loan guaranty. The agreement(s) with the Custodian and the additional agreements authorized by this Section 7 shall be in the form and contain such terms and conditions as the Mayor or OED Director may deem necessary or advisable to carry out the purposes of this Ordinance.

Section 8. The Mayor or OED Director may enter into a fiscal agency agreement, for and on behalf of the City, under which JP Morgan Chase, or such other financial institution as may be designated by HUD, shall serve as fiscal agent with respect to the Note, on such terms and conditions as the Mayor or OED Director shall determine are necessary or appropriate to implement the purposes of this Ordinance. The authority granted in this Section shall apply notwithstanding Seattle Municipal Code subsection 5.10.060A, to the extent it might be deemed applicable to the Note. The Fiscal Agent may be the same as the Custodian, or an affiliated entity thereof.

Section 9. The Mayor or OED Director may require Obligors to pay a loan origination fee of no more than one percent (1%) of the loan amounts, i.e., no more than the cumulative amount of One Hundred Fifty-five Thousand Dollars ($155,000). Such fee shall be paid directly to the Custodian to be held in trust for the purposes set forth in this Section 9. The OED Director is authorized to cause all or a portion of this fee to be disbursed by the Custodian to pay the National Development Council for consulting services related to the loans authorized hereby, in accordance with the City's existing contract with the National Development Council, and to pay for the City's legal fees and any other costs related to the issuance and placement of the Note and the administration of the transactions authorized by this Ordinance, that are not paid by Obligors pursuant to the Loan Agreement. The OED Director is authorized to cause (i) any remaining portion of such fee and (ii) any payments received by the Custodian representing any difference between the interest rates charged to Obligors and the lower rates applicable to the Note or representing a periodic monitoring fee or similar fee, to be applied to payment of expenses incurred in the administration of any federally guaranteed or federally funded economic development loan or program administered by the OED Director or to be remitted to the City and deposited in the Housing and Community Development Revenue Sharing Fund.

Section 10. The Director of the Human Services Department ("HSD Director") is authorized to (a) amend the City's 2001-2004 Consolidated Plan, including the 2002 Action Plan to reflect the transactions contemplated by this Ordinance and (b) assist OED with technical assistance to ensure compliance with Community Development Block Grant regulations applicable to the Section 108 loan program. The Mayor, OED Director, and the HSD Director are authorized to take such other actions as they shall deem necessary to implement the actions authorized by this Ordinance.

Section 11. This Ordinance is not intended to create, and shall not be construed to create, any contractual or otherwise binding obligation upon, or commitment by, the City for the benefit of the Goodman Entities or any other party interested in the acquisition or rehabilitation projects of the Goodman Entities. The commitments to the Goodman Entities authorized by this Ordinance, subject to the limitations herein and under applicable law, shall become effective only if and when the agreements authorized hereby are duly executed and delivered by the City and other necessary parties.

Section 12. Any act pursuant to the authority and prior to the effective date of this Ordinance is hereby ratified and confirmed.

Section 13. This Ordinance shall take effect and be in force thirty (30) days from and after its approval by the Mayor, but if not approved and returned by the Mayor within ten (10) days after presentation, it shall take effect as provided by Municipal Code Section 1.04.020.

Passed by the City Council the _____ day of __________, 2002, and signed by me in

open session in authentication of its passage this _____ day __________, 2002.

______________________________________

President _________________ of the City Council

Approved by me this _____ day of __________, 2002.

___________________________________

Gregory J. Nickels, Mayor

Filed by me this _____ day of __________, 2002.

___________________________________

City Clerk

(Seal)

Exhibits:

A. Funding Approval/Agreement for Section 108 Loan Guarantee

B. BEDI Grant Agreement

C. Form of HUD Contract for Loan Guarantee Assistance

Attachment 1: Letter Agreement for Section 108 Loan Guarantee Program Custodial Account

Attachment 2: Letter Agreement for Section 108 Loan Guarantee Program Custodial Investment Account

D. Form of Non-Recourse Note of the City

E. Project Descriptions

F. Form of Loan Agreement

Attachment A: Real Property Description (Not Included)

Attachment B: Renovation Description (Not Included)

Attachment C: Form of Obligor Promissory Note

Exhibit A

Funding Approval/Agreement for Section 108 Loan Guaranty

Exhibit B

BEDI Grant Agreement

Exhibit C

Form of HUD Contract

Exhibit D

Form of Non-Recourse Note

Exhibit E

Description for 3 Initial Projects

Exhibit F

Form of Loan Agreement

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EXHIBIT B TO ORDINANCE

Grant No. B-99-BD-53-0015

BROWNFIELDS ECONOMIC DEVELOPMENT (BEDI) GRANT AGREEMENT

U. S. DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT

This Agreement is made and entered into by and between THE SECRETARY OF HOUSING AND URBAN DEVELOPMENT, acting by and through the Assistant Secretary for Community Planning and Development, ("HUD"), and the City of Seattle, Washington (the "Recipient").

1. Background; Purpose. This Agreement is authorized by section 108(q) of the Housing and Community Development Act of 1974, as amended by section 232(a) of the Multifamily Housing Property Disposition Reform Act of 1994, codified at 42 U.S.C. 5308(q) (collectively, "the Act"). Pursuant to the Act, on February 26, 1999, at 64 FR 9799,; HUD published a Notice of Funding Availability and Program Guidelines for the Brownfields Economic Development Initiative (the "NOFA"), which set forth the terms and conditions under which units of general local government could apply for and receive grants under section 108(q) of the Act ("BEDI Grants") and related section 108 loan guarantees from HUD for Brownfields Economic Development Projects ("BEDI Projects"), as defined in the NOFA. Pursuant to the NOFA, the Recipient has applied for, and HUD has approved, a BEDI Grant for the Recipient. The purpose of this Agreement is to set forth the terms and conditions under which HUD will provide BEDI Grant funds to the Recipient in connection with the Approved BEDI Projects described in the Recipient's Approved Application, as further defined herein. The terms and conditions of the related Section 108 Guarantee (as defined in par. 3 hereof) are, or will be, set forth in the Recipient's separate Section 108 loan guarantee application, Funding Approval, and Contract for Loan Guarantee Assistance.

2. Approved Grant Amount, Projects, and Uses of Funds.

a. By execution of this Agreement on behalf of the Secretary in the space provided below, HUD agrees, subject to the terms of this Agreement, to provide BEDI Grant funds in the amount of $1,750,000 ("BEDI Grant").

b. This grant is approved for the following Approved BEDI Projects described in the Approved Application: Brownfields Redevelopment Loan Pool ("Approved Project").

c. The grant funds shall be used by the borrower in

connection with the Approved Projects for the following specifically Approved Uses ("Approved Uses") pursuant to the following:

Section 24 CFR section570.703(i)(1) and section570.203(b) loans to for profit businesses and companies for economic development projects.

3. Relationship to Section 108 Loan Guarantee Application. This approved BEDI Grant is based upon Section 108 loan guarantees, or additional guarantees, for the Approved Projects in an amount not less than $15,500,000 (the "Section 108 Guarantee").

BEDI Grant funds may be disbursed by the Recipient for Approved Uses in a ratio not to exceed $1.00 of EDI Grant funds to $8.85 of Section 108 loan proceeds disbursed for approved activities.

4. Regulations; Approved Application. This Agreement will be governed and controlled by the following in effect as of the date of notification to the Recipient of award of this grant: the Act, the NOFA, and HUD regulations codified at 24 CFR Part 570 or incorporated therein (provisions for use of CDBG funds, to the extent applicable) (hereafter collectively referred to as the "Regulations"). The Recipient's application submissions, including the certifications and assurances and any documentation required to meet any grant award conditions, and including any amendments made in accordance with this Agreement, are hereby incorporated in this Agreement as finally approved by HUD (herein referred to as the "Approved Application"). Unless the context otherwise requires, a reference to "this Agreement" herein shall be deemed to include the Act, the Regulations, and the Approved Application.

5. Performance Agreement of Recipient. By execution of this Agreement on its behalf in the space provided below, the Recipient agrees to carry out the Approved Project(s) on a timely basis and otherwise in compliance with this Agreement (including the Act, the NOFA, the Regulations, and the Approved Application,

except as otherwise specifically provided in this Agreement). The Recipient agrees to assure, and to accept responsibility for, such compliance by any other entities to which it makes grant funds available for, or which it otherwise allows to participate in, the Approved Project(s) covered by this Agreement.

6. Release, Deposit, and Timing of Expenditure of Grant Funds and Program Income.

a. The Recipient agrees to comply with environmental review procedures under 24 CFR 570.200(a)(4) and 24 CFR Part 58 in order to obtain releases of grant funds under this Agreement. In particular, the Recipient must not commit local or Federal funds for the approved activities prior to obtaining HUD approval of its request for release of funds, except as provided in 24 CFR 58.22(c), 58.34 or 58.35(b).

b. Notwithstanding any other provision of the Regulations or this Agreement, the Recipient may not withdraw grant funds from the U.S. Treasury on account of the BEDI Grant under this Agreement until after execution on behalf of HUD of the Guarantee and Contract for Loan Guarantee Assistance for the applicable Approved Project described in paragraph 2 of this Agreement.

c. This BEDI Grant must be entirely withdrawn and expended

for Approved Uses for the applicable Approved Project(s) on or before December 31, 2004.

d. All program income from this BEDI Grant is deemed to be program income of the Approved Project(s), which are jointly financed by the Section 108 Guarantee. The Recipient agrees that all such program income constitutes security for the repayment of the Section 108 Guarantee, and shall be initially deposited in, the Loan Repayment Account established by the Recipient, or its designated public agency, under paragraph 6 of the Contract(s) for Loan Guarantee Assistance for the Section 108 Guarantee, and shall be disbursed for the purposes and within the time period specified in said paragraph 6 of such Contract. Upon full and complete repayment of the Section 108 Guarantee, all such program income shall be used in accordance with 24 CFR 570.504.

7. Pre-Award Costs. Notwithstanding any other provision of the Regulations, the BEDI Grant funds provided hereunder may be used to pay for costs incurred on or after the date of HUD execution of the Funding Approval committing funds for the applicable Approved Project under the Section 108 Guarantee, provided such costs otherwise comply with this Agreement. However, use of the BEDI Grant funds to actually pay for such costs is subject to paragraph 6 of this Agreement.

8. Amendment; Record-Keeping.

a. This Agreement or the Approved Application may be amended only with the prior written approval of HUD. To request approval of an amendment, the Recipient shall attach the proposed revisions to the applicable pages of this Agreement or the Approved Application to a cover letter addressed as required below (see par. 11) for notices to HUD and signed by the Recipient's official representative for this grant. For any amendment other than an increase in the amount of the approved BEDI Grant (par. 2.a.), HUD may approve or disapprove the proposed amendment by letter from the Director of the CPD Division (or higher level official) in the applicable HUD office. In considering proposed amendments to this Agreement or the Approved Application, HUD shall review, among other things, whether the amendment would have affected the ranking of the application in the year it was approved sufficiently to have resulted in the application not ranking high enough for funding, and whether the amendment is otherwise consistent with the Act, the Regulations, and the NOFA. Any increase in the amount of the approved BEDI Grant represents a new grant obligation by HUD and must be documented by a formal amendment to this Agreement, or a new BEDI Grant Agreement, executed on behalf of the parties by officials with the authority to execute the original Agreement.

b. The Recipient shall at all times maintain an up-to-date copy of its Approved Application, including all amendments approved in writing by HUD, and all drawdowns, deposits, and expenditures of grant funds and program income under this Agreement, in its files and available for audit or inspection by duly authorized representatives of HUD or the Comptroller General of the United States.

9. Default; Remedies. A default under this Agreement shall consist of any use of grant funds other than as authorized by this Agreement, any other noncompliance with this Agreement deemed material by HUD, or any misrepresentation or omission in the application submissions which, if known to HUD, would have resulted in this grant not being provided. If HUD determines that the Recipient is in default, HUD will give the Recipient written notice of this determination and the corrective or remedial actions proposed by HUD to cure the default or mitigate its effects, to the extent possible, and to prevent a continuation or recurrence of the default (the "initial notice of default"). Further description of the processes of audit, performance monitoring, and the corrective and remedial actions available to HUD which apply to grants under the Act, including

this BEDI Grant, is provided in 24 CFR 570, particularly

Subpart O. No delay or omission by HUD in exercising any right

or remedy under this Agreement shall impair HUD's ability to exercise such right or remedy or constitute a waiver of, or acquiescence in, any Recipient default.

10. Close-out. Except as may be otherwise specifically provided, close-out of this grant shall be subject to 24 CFR 570.509, or such close-out instructions as may hereafter be issued by HUD specifically for BEDI Grants.

11. Notices. HUD notifications to the Recipient under this Agreement may be addressed to the Recipient's address as stated in the Approved Application, unless the Recipient otherwise notifies HUD in writing. Recipient notifications to HUD shall be to the Director of Community Planning and Development in the HUD Office having responsibility for CDBG programs of the Recipient, unless the Recipient is otherwise notified in writing by HUD. The Recipient's rights under this Agreement may not be assigned without the prior written approval of HUD. This Agreement constitutes the entire Agreement between the Recipient and HUD, and it may not be amended except in writing and executed by authorized officials of both HUD and the Recipient, as provided in paragraph 8.

12. Binding Agreement. This Agreement is binding with respect to HUD in accordance with its terms upon execution by HUD in the space provided below, subject to execution on behalf of the Recipient.

13. Special Condition(s).

There are no special conditions.

[Rest of Page Intentionally Left Blank]

This Agreement is hereby executed on behalf of the parties as follows:

City of Seattle, Washington

RECIPIENT

ATTEST:

BY:

(Signature) (Signature)

(Name) (Name)

(Title) (Title)

(Date)

_______________________________

Employer Identification Number

(EIN) of Recipient

SECRETARY OF HOUSING AND URBAN DEVELOPMENT

BY:

(Signature)

(Name)

(Title)

(Date)

EXHIBIT C TO ORDINANCE

U.S. DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT

CONTRACT FOR LOAN GUARANTEE ASSISTANCE UNDER

SECTION 108 OF THE HOUSING AND COMMUNITY DEVELOPMENT ACT

OF 1974, AS AMENDED, 42 U.S.C. section5308

Date of Contract_______________

This Contract for Loan Guarantee Assistance ("Contract") is entered into between City of Seattle, Washington, as Borrower (the "Borrower"), and the Secretary of Housing and Urban Development ("Secretary"), as guarantor for the Guarantee made pursuant to section 108 ("Section 108") of title I of the Housing and Community Development Act of 1974, as amended (the "Act") and 24 CFR Part 570, Subpart M, of the promissory note executed contemporaneously herewith and numbered B-01-MC-53-0005, in the Maximum Commitment Amount of $15,500,000, and any amended note or note issued in substitution for such note and having the same note number (the "Note"). The funds paid or credited to the account of the Borrower pursuant to the Note are referred to herein as the "Guaranteed Loan Funds." The Note (including the Fiscal Agency Agreement and the Trust Agreement as defined in Section I.A. of the Note and incorporated therein) is hereby incorporated into the Contract. Terms used in the Contract with initial capital letters and not otherwise defined in the text hereof shall have the respective meanings given thereto in the Note. The Fiscal Agency Agreement and the Trust Agreement are sometimes collectively referred to herein as the "Fiscal Agency/Trust Agreements," and the Fiscal Agent and the Trustee respectively are sometimes collectively referred to as the "Fiscal Agent/Trustee."

PART I

A. The Note: Advances and Records. The Note provides that Advances and Conversion Date Advances shall be made thereunder upon the written request of the Borrower and the approval of the Secretary, pursuant to this Contract and the Fiscal Agency Agreement. The Commitment Schedule attached to the Note represents the principal repayment schedule for the Maximum Commitment Amount of the Note. At all times, the total amount of all Advances and Conversion Date Advances under the Note for all Principal Due Dates shall not exceed the Maximum Commitment Amount of the Note. Prior to the Conversion Date (as defined in the Note, Section I.A.), the total amount of Advances made by the Holder for each Principal Due Date under the Note shall not exceed the applicable Commitment Amount for such Principal Due Date set forth in the Commitment Schedule of the Note. Prior to the Conversion Date, the Borrower agrees that the Fiscal Agent pursuant to the Fiscal Agency Agreement shall record the date and amount of each payment and Advance under the Note and shall maintain the books and records of all Advances and Conversion Date Advances for each Principal Due Date, interest rates on Advances, payments, and Principal Amounts outstanding for each Principal Due Date. On and after the Conversion Date, the Borrower agrees that the Trustee pursuant to the Trust Agreement will maintain the books and records of all payments on the Note and all Principal Amounts and interest rates on such Principal Amounts (each as to be set forth on Schedule P&I to the Note). No advances of any kind may be made on the Note after its Conversion Date.

B. Borrower's Requests for Advances. All requests for Advances or Conversion Date Advances by the Borrower under the Note shall: be in writing; specify the amount of the Advance requested; identify the Note by Borrower, number and Maximum Commitment Amount; be addressed to the Secretary at the address for notices specified in paragraph 12(f) of this Contract; be signed by an authorized official of the Borrower; and otherwise be in the form prescribed by HUD. Advances and Conversion Date Advances shall be requested and will only be approved and made in increments of not less than $1,000 for any Principal Due Date. A request for an initial Advance under a Note, or a request for a Conversion Date Advance, shall be received by the Secretary at least ten Business Days prior to the Borrower's proposed Funding Date or Conversion Date, as applicable. All other requests for Advances shall be received by the Secretary not less than five Business Days prior to the proposed Funding Date. The Borrower may not deliver a Note or a request for an Advance or Conversion Date Advance to the Secretary more than two calendar months prior to the Borrower's proposed Funding Date. At least two Business Days prior to the proposed Funding Date or Conversion Date if the Borrower's request was timely received, or the next available Funding Date for which the request was timely received, the Secretary shall, except as otherwise provided in paragraph 11(c) or 12 hereof, deliver a corresponding Authorization Order or Advance Order (as applicable) to the Fiscal Agent in accordance with Section 2.03 or 2.04 of the Fiscal Agency Agreement for the applicable Funding Date or Conversion Date. If the Borrower requests an Advance or Conversion Date Advance of less than the outstanding Maximum Commitment Amount under the Note, the Borrower may also specify in its written request the amount of the Advance or Conversion Date Advance to be allocated to each Commitment Amount or Principal Amount per Principal Due Date under the Note. If the Borrower does not specify how the Advance or Conversion Date Advance should be allocated among Commitment Amounts/Principal Due Dates, the Borrower hereby authorizes the Secretary to direct the Fiscal Agent to allocate the Advance to the respective Commitment Amounts or Principal Amounts in order of the earliest Principal Due Date(s).

C. Conversion; Public Offering. On the Conversion Date (if any), trust certificates backed by the Note (and similar notes issued by other Section 108 borrowers) will be purchased for a purchase price of the full principal amount thereof by underwriters selected by the Secretary (the "Underwriters") pursuant to an Underwriting Agreement between the Underwriters and the Secretary, at a closing on such Conversion Date as determined by the Secretary and the Underwriters. The Borrower agrees that the interest rate at which the trust certificate of a specified maturity is sold to the Underwriters shall govern the interest rate inserted on the Conversion Date in Schedule P&I of the Note for the Principal Amount of corresponding maturity.

D. Consents. By execution of this Contract, the Borrower ratifies and consents to the Secretary's selection of the Underwriters and authorizes the Secretary to negotiate with the Underwriters the terms of the Underwriting Agreement and of the public offering of interests in the trust certificates to investors (including the applicable interest rates). In addition, by execution hereof the Borrower ratifies and consents to the Secretary's selection of the Fiscal Agent/Trustee and agrees to the respective terms of the Fiscal Agency/Trust Agreements. If Advances have been made in the Maximum Commitment Amount of the Note not less than ten Business Days prior to the proposed Conversion Date, or if the Borrower requests a Conversion Date Advance, the Borrower authorizes the Secretary to deliver Schedule P&I to the Note completed in accordance herewith to the Fiscal Agent/Trustee on the Conversion Date in accordance with the Fiscal Agency/Trust Agreements, concurrent with delivery of the Secretary's Guarantee of the trust certificates at the closing on the Conversion Date, and thereafter the Note shall be enforceable in accordance with its terms including Schedule P&I. In addition, the Secretary reserves the right to notify the Borrower not less than one calendar month in advance of a specified Conversion Date that the Note will be sold to the Underwriters on such date, if the Secretary in his sole discretion determines that market conditions or program needs require the participation in the proposed public offering of all or substantially all Borrowers with outstanding Advances.

PART II

1. Receipt, Deposit and Use of Guaranteed Loan Funds.

(a) Except for funds deducted on the Conversion Date pursuant to paragraph 4(b) and fees and charges deducted by the Fiscal Agent/Trustee pursuant to paragraph 4(a), the Guaranteed Loan Funds shall be electronically transferred in accordance with the Borrower's instructions for deposit in a separate, identifiable custodial account (the "Guaranteed Loan Funds Account") with a financial institution whose deposits or accounts are Federally insured. The Guaranteed Loan Funds Account shall be established and designated as prescribed in the attached form document entitled "Letter Agreement for Section 108 Loan Guarantee Program Custodial Account" (Attachment 1) and shall be continuously maintained for the Guaranteed Loan Funds. Such Letter Agreement must be executed when the Guaranteed Loan Funds Account is established. (A fully executed copy of such Letter Agreement shall be submitted to the Secretary within thirty days of its execution.)

The Borrower shall make withdrawals from said account only for payment of the costs of approved Section 108 activities, for transfer to the Loan Repayment Account or for the temporary investment of funds pursuant to this paragraph 1(a). Such temporary investment of funds into the Guaranteed Loan Funds Investment Account shall be required within three Business Days after the balance of deposited funds exceeds the amount of the Federal deposit insurance on the Guaranteed Loan Funds Account. At that time, any balance of funds in the Guaranteed Loan Funds Account exceeding such insurance coverage shall be fully (100%) and continuously invested in Government Obligations, as defined in paragraph 10 hereof, held in the Guaranteed Loan Funds Investment Account.

All temporary investments, whether or not required as above, shall be limited to Government Obligations having maturities that are consistent with the cash requirements of the approved activities. In no event shall the investments mature on or after December 31, 2004 , or have maturities which exceed one year. All such investments shall be held in trust for the benefit of the Secretary by the above financial institution in an account (the "Guaranteed Loan Funds Investment Account") established and designated as prescribed in the attached form document entitled "Letter Agreement for Section 108 Loan Guarantee Program Custodial Investment Account" (Attachment 2), which account shall be maintained for all Government Obligations purchased with funds from the Guaranteed Loan Funds Account. The Guaranteed Loan Funds Investment Account need only be established if and when the Borrower is required to invest, or otherwise invests, the Guaranteed Loan Funds in Government Obligations. Such Letter Agreement must be executed when the Guaranteed Loan Funds Investment Account is established. (A fully executed copy of such Letter Agreement shall be submitted to the Secretary within thirty days of its execution.) All proceeds and income derived from such investments shall be returned to the Guaranteed Loan Funds Account.

All funds in the Guaranteed Loan Funds Account or the Guaranteed Loan Funds Investment Account must be withdrawn and disbursed by the Borrower for approved activities by December 31, 2004. Any funds remaining in either Account after this date shall be immediately transferred to the Loan Repayment Account established pursuant to paragraph 6 of this Contract.

(b) The Borrower shall by the fifteenth day of each month provide the Secretary with a written statement showing the balance of funds in the Guaranteed Loan Funds Account and the withdrawals from such account during the preceding calendar month, and a statement identifying the obligations and their assignments in the Guaranteed Loan Funds Investment Account.

(c) Upon the Secretary giving notice that the Borrower is in Default under this Contract or the Note, all right, title, and interest of the Borrower in and to the Guaranteed Loan Funds and Guaranteed Loan Funds Investment Accounts shall immediately vest in the Secretary for use in making payment on the Note, purchase of Government Obligations in accordance with paragraph 10, or payment of any other obligations of the Borrower under this Contract or the Fiscal Agency/Trust Agreements.

2. Payments Due on Note; Final Payment and Discharge. The Borrower shall pay to the Fiscal Agent/Trustee, as collection agent for the Note, all amounts due pursuant to the terms of the Note. In accordance with the Note and the Fiscal Agency/Trust Agreements, payment shall be made by 3:00 P.M. (New York City time) on the seventh Business Day (the "Note Payment Date") preceding the relevant Interest Due Date or Principal Due Date (each as defined in the Note). If any Note Payment Date falls on a day that is not a Business Day, then the required payment shall be made on the next Business Day. Payment may be made by check or wire transfer.

Upon final payment of all amounts due to Holders under the Note, including any payment made by the Secretary pursuant to the Guarantee, the Fiscal Agent/Trustee is required by the Fiscal Agency/Trust Agreements to return the Note to the Secretary. Upon final payment to the Secretary of any amounts due as a result of Guarantee Payments or otherwise due under this Contract, the Secretary will cancel and return the Note to the Borrower in discharge of the Borrower's obligations under the Note.

3. Selection of New Fiscal Agent or Trustee. The Secretary shall select a new Fiscal Agent or Trustee if the Fiscal Agent or Trustee resigns or is removed by the Secretary. The Borrower hereby consents in advance to any such selection and to any changes in the Fiscal Agency/Trust Agreements agreed to by any Fiscal Agent or Trustee and the Secretary, subject to paragraph 4(e) of this Contract.

4. Payments Due Fiscal Agent or Trustee; Documents to the Secretary.

(a) The Borrower agrees to pay the fees of the Fiscal Agent as required by Exhibit G to the Fiscal Agency Agreement, and any additional amounts that may be due pursuant to Section 6.01 of the Fiscal Agency Agreement. If not paid by the Borrower by any other means prior thereto, the Borrower agrees that any such fees or additional amounts that have been incurred prior to an Advance or a Conversion Date Advance may be deducted by the Fiscal Agent/Trustee from the proceeds of the Advance or Conversion Date Advance, as applicable.

(b) The Borrower agrees to pay the Borrower's share, as determined by the Secretary, of the customary and usual issuance, underwriting, and other costs related to the public offering and future administration of the Note and the trust certificates, as approved by the Secretary, including the cost of reimbursement and/or compensation of the Trustee pursuant to the Trust Agreement, including Sections 3.11 and 7.01 thereof. In connection with the public offering on the Conversion Date, such payment shall either be made by wire transfer to the Trustee on the day prior to the Conversion Date or shall be deducted from the Guaranteed Loan Funds on the Conversion Date.

(c) The Borrower shall submit to the Secretary not later than ten Business Days prior to the Funding Date for the initial Advance hereunder, or if not submitted earlier, prior to any Conversion Date or Public Offering Date applicable to the Note, this executed Contract, the executed Note, a request for an Advance or a Conversion Date Advance (as applicable) in proper form, and an opinion acceptable to the Secretary from the Borrower's counsel to the effect that: (i) the governing body of the Borrower has authorized by resolution or ordinance, in accordance with applicable State and local law, the issuance of the Note and the execution of this Contract; (ii) the Note and this Contract are valid, binding, and enforceable obligations of the Borrower; (iii) the pledge of funds pursuant to 24 CFR 570.705(b)(2) and paragraph 5(a) of this Contract is valid and binding; and (iv) there is no outstanding litigation that will affect the validity of the Note or this Contract. In addition, the Borrower shall submit any other additional documents or opinions specifically required by this Contract (e.g., paragraph 5(c), or paragraph 15, et seq.), at the time required thereby.

(d) The Borrower agrees to reimburse the Underwriters upon demand by the Secretary for the Borrower's share, as determined by the Secretary, of all reasonable out-of-pocket expenses (including reasonable fees and disbursements of counsel) incurred in connection with a proposed public offering, if the Underwriters incur such additional costs for the public offering because of any refusal, inability, or failure on the part of the Borrower timely to submit in acceptable form any document required by this Contract (including paragraph 4(c)), or because of any withdrawal by the Borrower from the public offering, after the Borrower has submitted a request for a Conversion Date Advance hereunder. By execution and delivery of this Contract to the Secretary, the Borrower hereby expressly authorizes the Secretary to pay amounts due under this paragraph from funds pledged under paragraph 5(a) of this Contract.

(e) The undertakings in paragraphs 3 and 4 of this Contract are expressly subject to the requirement that the Fiscal Agency/Trust Agreements shall in no event require payment of fees or charges, reimbursement of expenses, or any indemnification by the Borrower from any source other than funds pledged pursuant to paragraphs 5 or 15 et seq. of this Contract.

5. Security. The Borrower hereby pledges as security for repayment of the Note, and such other charges as may be authorized in this Contract, the following:

(a) All allocations or grants which have been made or for which the Borrower may become eligible under Section 106 of the Act, as well as any grants which are or may become available to the Borrower pursuant to Section 108(q).

(b) Program income, as defined at 24 CFR 570.500(a)(or any successor regulation), directly generated from the use of the Guaranteed Loan Funds.

(c) Other security as described in paragraph 15, et seq.

(d) All proceeds (including insurance and condemnation proceeds) from any of the foregoing.

(e) All funds or investments in the accounts established pursuant to paragraphs 1 and 6 of this Contract.

6. Loan Repayment Account.

(a) All amounts pledged pursuant to paragraphs 5(b), 5(c), and 5(d) of this Contract shall be deposited immediately on receipt in a separate identifiable custodial account (the "Loan Repayment Account") with a financial institution whose deposits or accounts are Federally insured. The Loan Repayment Account shall be established and designated as prescribed in the attached form document entitled "Letter Agreement for Section 108 Loan Guarantee Program Custodial Account" (Attachment l) and shall be maintained for such pledged funds. The Loan Repayment Account need only be established if and when the Borrower receives amounts pledged pursuant to paragraph 5(b), 5(c) or 5(d). Such Letter Agreement must be executed when the Loan Repayment Account is established. (A fully executed copy of such Letter Agreement shall be submitted to the Secretary within thirty days of its execution.) Borrower shall make withdrawals from said account only for the purpose of paying interest and principal due on the Note (including the purchase of Government Obligations in accordance with paragraph 10 hereof), for payment of any other obligation of the Borrower under this Contract or the Fiscal Agency/Trust Agreements, or for the temporary investment of funds pursuant to this paragraph, until final payment and discharge of the indebtedness evidenced by the Note, unless otherwise expressly authorized by the Secretary in writing. Such temporary investment of funds shall be required within three Business Days after the balance of deposited funds exceeds the amount of the Federal deposit insurance on the Loan Repayment Account. At that time, the balance of funds in the Loan Repayment Account exceeding such insurance coverage shall be fully (100%) and continuously invested in Government Obligations, as defined in paragraph 10 hereof.

All temporary investments, whether or not required as above, shall be limited to Government Obligations having maturities that are consistent with cash requirements for payment of principal and interest as required under the Note. In no event shall the maturities of such investments exceed one year. All such investments shall be held in trust for the benefit of the Secretary by the above financial institution in an account (the "Loan Repayment Investment Account") established and designated as prescribed in the attached form document entitled "Letter Agreement for Section 108 Loan Guarantee Program Custodial Investment Account" (Attachment 2), which account shall be maintained for all Government Obligations purchased with funds from the Loan Repayment Account. Such Letter Agreement must be executed when the Loan Repayment Investment Account is established. (A fully executed copy of such Letter Agreement shall be submitted to the Secretary within thirty days of its execution.) All proceeds and income derived from such investments shall be returned to the Loan Repayment Account.

(b) Borrower shall by the fifteenth day of each month, provide the Secretary with a written statement showing the balance of funds in the Loan Repayment Account and the deposits and withdrawals of all funds in such account during the preceding calendar month and a statement identifying the obligations and their assignments in the Loan Repayment Investment Account.

(c) Upon the Secretary giving notice that the Borrower is in Default under this Contract or the Note, all right, title, and interest of the Borrower in and to the Loan Repayment and Loan Repayment Investment Accounts shall immediately vest in the Secretary for use in making payment on the Note, purchase of Government Obligations in accordance with paragraph 10, or payment of any other obligation of the Borrower under this Contract or the Fiscal Agency/Trust Agreements.

7. Use of CDBG or EDI Funds for Repayment. Any funds available to the Borrower under Section 106 of the Act (including program income derived therefrom) are authorized to be used by the Borrower for payments due on the Note, Optional Redemption (as defined in the Note), payment of any other obligation of the Borrower under this Contract or the Fiscal Agency/Trust Agreements, or the purchase of Government Obligations in accordance with paragraph 10. Any funds specifically available to the Borrower for such payments or as a debt service reserve under an EDI Grant Agreement pursuant to Section 108(q) of the Act which supports the eligible project(s) and activities financed by the Note may also be used therefor; any other use of Section 108(q) funds for such purposes shall require the prior written approval of the Secretary. Unless otherwise specifically provided herein or unless otherwise expressly authorized by the Secretary in writing, the Borrower shall substantially disburse funds available in the Loan Repayment or the Loan Repayment Investment Accounts before funds from grants under Section 106 of the Act are withdrawn from the U.S. Treasury for such purposes.

8. Secretary's Right to Restrict Use of CDBG Funds to Repayment. Upon a determination by the Secretary that payments required by paragraph 2 and/or paragraph 4 of this Contract are unlikely to be made as specified, the Secretary may give the Borrower notice that the availability to the Borrower of funds pledged under paragraph 5(a) of this Contract for purposes other than satisfaction of the pledge is being restricted. This restriction shall be in an amount estimated by the Secretary to be sufficient to ensure that the payments referred to in paragraph 2 and/or paragraph 4 hereof are made when due. This restriction may be given effect by conditioning the restricted amounts to prohibit disbursement for purposes other than satisfaction of the pledge at the time such restricted funds are approved as grants, by limiting the Borrower's ability to draw down or expend the restricted funds for other purposes, and by disapproving payment requests submitted with respect to such grants for purposes other than satisfaction of the pledge.

9. Secretary's Right to Use Pledged Funds for Repayment. The Secretary may use funds pledged under paragraph 5(a) of this Contract or funds restricted under grants pursuant to paragraph 8 of this Contract to make any payment required of the Borrower

under paragraph 2 and/or paragraph 4, if such payment has not

been timely made by the Borrower.

10. Defeasance. For purposes of this Contract, after the Conversion Date the Note shall be deemed to have been paid (defeased) if there shall have been deposited with the Trustee either moneys or Government Obligations (as defined below), which in the sole determination of the Secretary, mature and bear interest at times and in amounts sufficient, together with any other moneys on deposit with the Trustee for such purpose, to pay when due the principal and interest to become due on the Note. The Aggregate Principal Amount of the Note or any unpaid Principal Amount may be so defeased, in whole or in part, as of any Principal Due Date. In accordance with the Note and the Trust Agreement, the Borrower shall give timely notice and written instructions to the Secretary and the Trustee concerning any principal amounts proposed to be defeased, including any Optional Redemptions proposed, which instructions shall be approved by the Secretary. If the unpaid Aggregate Principal Amount of the Note guaranteed pursuant to this Contract shall be defeased and deemed to have been paid in full, then the Borrower shall be released from all agreements, covenants, and further obligations under the Note.

"Government Obligation" means a direct obligation of, or any obligation for which the full and timely payment of principal and interest is guaranteed by, the United States of America, including but not limited to, United States Treasury Certificates of Indebtedness, Notes and Bonds State and Local Government Series or certificates of ownership of the principal of or interest on direct obligations of, or obligations unconditionally guaranteed by, the United States of America, which obligations are held in trust by a commercial bank which is a member of the Federal Reserve System and has capital and surplus (exclusive of undivided profits) in excess of $100,000,000.

11. Default. (a) A Default under the Note and this Contract shall occur upon failure by the Borrower to:

(i) pay when due an installment of principal or interest on the Note; or (ii) punctually and properly perform, observe, and comply with any covenant, agreement, or condition contained in: (A) this Contract, (B) any security agreement, deed of trust, mortgage, assignment, guarantee, or other contract securing payment of indebtedness evidenced by the Note, or (C) any future amendments, modifications, restatements, renewals, or extensions of any such documents.

(b) The Borrower waives notice of Default and opportunity for hearing with respect to a Default under paragraph 11(a).

(c) In addition to Defaults under paragraph 11(a), the Secretary may declare the Note in Default if the Secretary makes a final decision in accordance with the provisions of section 111 of the Act and 24 CFR 570.913 (or any successor provisions), including requirements for reasonable notice and opportunity for hearing, that the Borrower has failed to comply substantially with title I of the Act. Notwithstanding any other provision, following the giving of such reasonable notice, the Secretary may, in the Secretary's sole discretion pending the Secretary's final decision, withhold the guarantee of any or all obligations not yet guaranteed on behalf of the Borrower under outstanding commitments, suspend approval of any further Advances or Conversion Date Advances under the Note, and/or direct the Borrower's financial institution to: refuse to honor any instruments drawn upon, or withdrawals from, the Guaranteed Loan Funds Account or the Loan Repayment Account initiated by the Borrower, and/or refuse to release obligations and assignments by the Borrower from the Guaranteed Loan Funds Investment Account or the Loan Repayment Investment Account.

12. Remedial Actions. Upon a Default or declaration of Default under this Contract, the Secretary may, in the Secretary's sole discretion, take any or all of the following remedial actions:

(a) With any funds or security pledged under this Contract, the Secretary may: (i) continue to make payments due on the Note, (ii) make a prepayment under Section I.D. of the Note or make an acceleration payment with respect to the principal amount of the Note subject to Optional Redemption as provided in Section III of the Note, (iii) purchase Government Obligations in accordance with paragraph 10 of this Contract, (iv) pay any interest due for late payment as provided in the Note, this Contract, or the Fiscal Agency/Trust Agreements, (v) pay any other obligation of the Borrower under this Contract or the Fiscal Agency/Trust Agreements, and/or (vi) pay any reasonable expenses incurred by the Secretary or the Fiscal Agent/Trustee as result of the Borrower's Default.

(b) The Secretary may withhold the guarantee of any or all obligations not yet guaranteed or the disbursement of any or all grants not yet disbursed in full under outstanding guarantee commitments or grant approvals for the Borrower under Sections 108 and/or 106 of the Act.

(c) The Secretary may withhold approval of any or all further Advances or Conversion Date Advances under the Note (if applicable); direct the Borrower's financial institution to refuse to: honor any instruments drawn upon, or withdrawals from, the Guaranteed Loan Funds Account or the Loan Repayment Account by the Borrower, and/or to release obligations and assignments by the Borrower from the Guaranteed Loan Funds Investment Account or the Loan Repayment Investment Account; and/or direct the Borrower and/or the Borrower's financial institution to transfer remaining balances from the Guaranteed Loan Funds Account to the Loan Repayment Account.

(d) Until the Conversion Date, or with respect to amounts subject to Optional Redemption, the Secretary may accelerate the Note.

(e) The Secretary may exercise any other appropriate remedies or sanctions available by law or regulation applicable to the assistance provided under this Contract, or may institute any other action available under law to recover Guaranteed Loan Funds or to reimburse the Secretary for any payment under the Secretary's Guarantee or any reasonable expenses incurred by the Secretary as a result of the Default.

(f) All notices and submissions provided for hereunder shall be in writing (including by telex, telecopier or any other form of facsimile communication) and mailed or sent or delivered, as to each party hereto, at its address set forth below or at such other address as shall be designated by such party in a written notice to the other party hereto. All such notices and other communications shall be effective when received as follows: (i) if sent by hand delivery, upon delivery; (ii) if sent by mail, upon the earlier of the date of receipt or five Business Days after deposit in the mail, postage prepaid; (iii) if sent by telex, upon receipt by the sender of an answer back; and (iv) if sent by telecopier, upon receipt.

The Secretary:

U.S. Dept. of Housing and Urban Development

Attention: Paul Webster, Director

Financial Management Division

451 7th Street, SW, Room 7180 Washington, DC 20410

Borrower:

City of Seattle, Washington

Director,

Office of Economic Development

600 Fourth Avenue, 12th Floor

Seattle, WA 98104

13. Limited Liability. Notwithstanding any other provision of this Contract, the Fiscal Agency/Trust Agreements or the Note, any recovery against the Borrower for any liability for amounts due pursuant to the Note, the Fiscal Agency/Trust Agreements or this Contract shall be limited to the sources of security pledged in paragraph 5 or any Special Conditions of this Contract. Neither the general credit nor the taxing power of the Borrower, or of the State in which the Borrower is located, is pledged for any payment due under the Note, the Contract, or the Fiscal Agency/Trust Agreements.

14. Incorporated Grant Agreement. The Contract and the Note are hereby incorporated in and made a part of the Grant Agreement authorized by the Secretary on January 1, 2001, under the Funding Approval for grant number B-01-MC-53-0005 to the Borrower. In carrying out activities with the Guaranteed Loan Funds hereunder, the Borrower agrees to comply with the Act and 24 CFR Part 570, as provided in Subpart M thereof.

15. Special Conditions and Modifications:

(a) Paragraph 5(c) of the Contract is amended by deleting the paragraph as written in its entirety and substituting therefor the following:

"(c) Other security, including, but not limited to, all rights of the Borrower (but none of the obligations of the Borrower) in and to the 'Security Documents' (as defined in paragraph 15(d) hereof) and to the collateral described therein. If necessary to provide the Secretary with a valid security interest in such other security, the Borrower shall execute a security agreement (the 'Borrower Security Agreement'), which Borrower Security Agreement shall be in a form acceptable to the Secretary."

(b) Guaranteed Loan Funds shall be used by the Borrower to finance loans (individually, a "Business Loan") to one or more for-profit businesses (individually, a "Business Borrower") pursuant to 24 CFR section570.703(i) and section570.203(b).

(c) Each Business Loan shall be evidenced by a promissory note (individually, the "Business Note" and, collectively, the "Business Notes") and a loan agreement (the "Business Loan Agreement"). The Business Note and Business Loan Agreement shall contain such provisions as the Secretary deems necessary. The amount of principal and/or interest payable under the Business Notes during the twelvemonth period beginning July 1 of each year and ending on June 30 of the next succeeding year shall be equal to or greater than the amount of principal and/or interest payable under the Note for the corresponding period. No Business Note shall be subject to redemption or prepayment earlier than the earliest possible redemption date under the terms of the Note. The Business Loan shall be fully secured by one or more of the following forms of collateral (collectively, the "Collateral").

(i) A lien on real property (the "Real Property"), established through an appropriate and properly recorded mortgage (the "Business Mortgage"). The Business Mortgage shall contain such provisions as the Secretary deems necessary. The Business Mortgage may be subordinated to another lien on the property; provided, however, that the principal amount of the Business Loan secured by the Real Property shall not exceed an amount equal to 80 percent of the "as improved" appraised market value, less the outstanding balance on other indebtedness secured by a mortgage lien of senior or equal priority on the Real Property.

(ii) A security interest (collectively referred to as the "Security Interests") in machinery and equipment ("M&E"), accounts receivable, inventory, and other items of personal property collectively, the "Personal Property"). The Security Interests may be subordinated to another lien; provided, however, that the principal amount of the Business Loan secured by the Personal Property shall not exceed an amount determined as follows:

(A) in the case of used M&E, not more than 90 percent of the appraised net liquidation value, less the outstanding balance of other indebtedness secured by a senior security interest in such M&E; and

(B) in the case of new M&E, not more than 80 percent of the cost thereof (including installation), less the outstanding balance of other indebtedness secured by a senior security interest in such M&E; and

(C) in the case of accounts receivable, not more than 80 percent of the average of the ending balances of the last three (3) years of accounts receivable, less the outstanding balance of other indebtedness secured by a senior security interest in said accounts receivable; and

(D) in the case of inventory, not more than 50 percent of the average of the ending inventory balances of the last three (3) years, less the outstanding balance of other indebtedness secured by a senior security interest in said inventory.

The Security Interests shall be granted pursuant to an appropriate security agreement (the "Security Agreement"), which Security Agreement also shall be referenced in appropriate Uniform Commercial Code Financing Statements filed in accordance with the Uniform Commercial Code. The Security Agreement and such Uniform Commercial Code Financing Statements shall contain such provisions as the Secretary deems necessary.

(iii) Any and all rights, titles, and interests of the Business Borrower to any leases covering the Real Property. Such rights, titles, and interests shall be the subject of an appropriate and properly recorded collateral assignment of leases and rents (the "Collateral Assignment of Leases and Rents"). The Collateral Assignment of Leases and Rents shall be in a form acceptable to the Secretary.

(iv) Any and all rights, titles, and interests of the Business Borrower in any loan or debt service reserve accounts established for the purpose of securing the Business Loan. Such rights, titles, and interests shall be the subject of a collateral assignment of interest in loan or debt service reserve accounts (the "Collateral Assignment of Interest in Loan or Debt Service Reserve Accounts"). The Collateral Assignment of Interest in Loan or Debt Service Reserve Accounts shall be in a form acceptable to the Secretary.

(v) Such other alternative collateral or security arrangements as may be requested by the Borrower and approved by the Secretary in writing.

(d) The Borrower shall select a financial institution acceptable to the Secretary (the "Custodian") to act as custodian for the documents specified in paragraph 15(e) below (the "Security Documents"). The Borrower and the Custodian shall enter into a written agreement containing such provisions as the Secretary deems necessary. A fully executed copy of such agreement, with original signatures, shall be forwarded to the Secretary contemporaneously with the delivery of documents pursuant to paragraph 15(e) below.

(e) Not later than five (5) business days after disbursement by the Borrower of Guaranteed Loan Funds to a Business Borrower, the Borrower shall deliver to the Custodian the following (as applicable to that activity):

(i) The original Business Note endorsed in blank and without recourse.

(ii) The original Business Loan Agreement, and an assignment thereof to the Secretary, which assignment shall be in a form acceptable to the Secretary.

(iii) The original recorded Business Mortgage signed by the Business Borrower and an assignment thereof to the Secretary, in a recordable form but unrecorded, which assignment shall be in a form acceptable to the Secretary.

(iv) The original Collateral Assignment of Leases and Rents and an assignment thereof to the Secretary, in a recordable form but unrecorded, which assignment shall be in a form acceptable to the Secretary.

(v) The original Security Agreement and an assignment thereof to the Secretary, which assignment shall be in a form acceptable to the Secretary.

(vi) The original Collateral Assignment of Interest in Loan or Debt Service Reserve Accounts.

(vii) If Guaranteed Loan Funds are used to acquire real property, an appraisal of the fee simple ownership interest in the Property. The appraisal shall be completed by an appraiser who is certified by the state and has a professional designation (such as "SRA" or "MAI"), and shall conform to the standards of the Financial Institutions Reform, Recovery and Enforcement Act of 1989 ("FIRREA").

(viii) If Guaranteed Loan Funds are used to acquire used M&E, an appraisal of its net liquidation value.

(ix) A mortgagee title policy, issued by a company and in a form acceptable to the Secretary, naming the Borrower as the insured party. The policy must either include in the definition of the "insured" each successor in ownership of the indebtedness secured by the Mortgage or be accompanied by an endorsement of the policy to the Secretary.

(x) A certified survey with a legal description conforming to the title policy and the Business Mortgage.

(xi) An opinion of Borrower's counsel on its letterhead, addressed and satisfactory to the Secretary, that:

(A) the Business Borrower is duly organized and validly existing as a [corporation, partnership, etc.] under the laws of the State of and is [existing, qualified to do business, in good standing, as applicable] in and under the laws of the State of Washington;

(B) the Business Note has been duly executed and delivered by an authorized party and is a valid and binding obligation of the Business Borrower, enforceable in accordance with its terms, except as limited by bankruptcy and similar laws affecting creditors generally; and

(C) the appropriate instruments specified in (ii) through (viii) above are valid and legally binding obligations, enforceable in accordance with their respective terms.

To the extent that the foregoing opinion deals with matters customarily within the due diligence of counsel to the Business Borrower, Borrower's counsel may attach and expressly rely on an opinion of Business Borrower's counsel satisfactory to the Secretary.

(xii) Any instruments, documents, agreements, and legal opinions required pursuant to paragraph 15(c)(v).

(f) The Borrower covenants that it shall:

(i) ensure the diligent performance of the usual and customary functions related to the servicing of the Business Notes; and

(ii) promptly perfect the Security Interests by filing a financing statement in accordance with the requirements of the Uniform Commercial Code and shall file such additional statements as are necessary to maintain the perfected Security Interests.

(g) The Borrower shall promptly notify the Secretary in writing whenever an event which constitutes a default (an "Event of Default") under (and as defined in) any of the Security Documents pertaining to a Business Loan has occurred and has continued unremedied for a period of 90 days after such occurrence. Such Business Loan shall be hereinafter referred to as the "Nonperforming Business Loan." However, if a Debt Service Reserve Fund has been established by the Borrower in an amount sufficient to satisfy at least one year's debt service to HUD on the Nonperforming Business Loan(s) at the date that the loan(s) become nonperforming, the Borrower shall have an additional year prior to the required notification to remedy the default. Notification of a Nonperforming Business Loan shall be delivered to the Secretary as directed in paragraph 12(f) above.

The Borrower shall within 60 days of such notification take one of the following actions:

(i) The Borrower may replace the Nonperforming Business Loan with another, performing loan (the "Replacement Loan") which meets the security requirements specified in paragraph 15(c). Such replacement shall be effected by delivery to the Custodian of the Security Documents that would be delivered if the Replacement Loan were made from Guaranteed Loan Funds. If the payments of principal and interest on the Replacement Loan are insufficient to satisfy the payments that are due on the Nonperforming Business Loan, the Borrower shall purchase Government Obligations that mature and bear interest at times and in amounts sufficient, together with payments due on the Replacement Loan, to pay when due the principal and interest to become due on the Nonperforming Business Loan. Such Government Obligations shall be deposited in the Loan Repayment Investment Account.

(ii) If the Borrower elects not to replace a Nonperforming Business Loan, the Borrower shall purchase Government Obligations that mature and bear interest at times and in amounts sufficient to pay when due the principal and interest to become due on the Nonperforming Business Loan. (This action shall be required only with respect to Nonperforming Business Loans that have not been replaced as provided under (i) above.) Such Government Obligations shall be deposited in the Loan Repayment Investment Account.

(h) Paragraph 12 is amended by adding at the end thereof the following language:

"(g) The Secretary may complete the endorsement of the Business Notes and record the assignments referred to in paragraph 15(e), and thereby effectuate the transfer of the documents referenced and underlying indebtedness from the Borrower to the Secretary or the Secretary's assignee.

"(h) The Secretary may exercise or enforce any and all other rights or remedies (including any and all rights and remedies available to a secured party under the Uniform Commercial Code) available by law or agreement (including any of the Security Documents, as defined in paragraph 15(d)) against the Borrower, against the Business Borrower, or against any other person or property."

(i) (i) The Borrower acknowledges and agrees that the Secretary's guarantee of the Note is made in reliance upon the availability of grants pledged pursuant to paragraph 5(a) (individually, a "Pledged Grant" and, collectively, the "Pledged Grants") in any Federal fiscal year subsequent to the Federal fiscal year ending September 30, 2001 to: (i) pay when due the payments to become due on the Notes, or (ii) defease (or, if permitted, prepay) the outstanding Note. The Borrower further acknowledges and agrees that if the Secretary (in the Secretary's sole discretion) determines that Pledged Grants are unlikely to be available for either of such purposes, such determination shall be a permissible basis for any of the actions specified in paragraphs 15(ii) and (iii) below.

(ii) Upon written notice from the Secretary to the Borrower at the address specified in paragraph 12(f) above that the Secretary (in the Secretary's sole discretion) has determined that Pledged Grants are unlikely to be available for either of the purposes specified in (i) and (ii) of paragraph 15(i) above (such notice being hereinafter referred to as the "Notice of Impaired Security"), the Secretary may limit the availability of Pledged Grants by withholding amounts at the time a Pledged Grant is approved or by disapproving payment requests submitted with respect to Pledged Grants.

(iii) If after 60 days from the Notice of Impaired Security the Secretary (in the Secretary's sole discretion) determines that Pledged Grants are still unlikely to be available for either of the purposes specified in (i) and (ii) of paragraph 15(i) above, the Secretary may declare the Notes in Default (without additional notice or hearing, which Borrower hereby expressly waives) and exercise any and all remedies available under paragraph 12. This paragraph 15(i) shall not affect the right of the Secretary to declare the Note in Default pursuant to paragraph 11 and to exercise in connection therewith any and all remedies available under paragraph 12.

(iv) All notices and submissions provided for hereunder shall be submitted as directed in paragraph 12(f) above.

[Rest of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the undersigned, as authorized officials on behalf of the Borrower or the Secretary, have executed this Contract for Loan Guarantee Assistance, which shall be effective as of the date of execution hereof on behalf of the Secretary.

BORROWER

ATTEST:

BY:

(Signature) (Signature)

(Name) (Name)

(Title) (Title)

(Date)

SECRETARY OF HOUSING AND URBAN DEVELOPMENT

BY:

(Signature)

(Name)

(Title)

(Date)

EXHIBIT D TO ORDINANCE

U.S. DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT

SECTION 108 LOAN GUARANTEE PROGRAM

VARIABLE/FIXED RATE NOTE

NOTE NUMBER:

DATE OF NOTE:

BORROWER: Seattle, WA

PRINCIPAL DUE DATES AND PRINCIPAL AMOUNT: Before the Conversion Date, the aggregate of Advances made for each applicable Principal Due Date specified in the Commitment Schedule to this Note; on or after the Conversion Date, the Principal Amount (if any) listed for each Principal Due Date in Schedule P & I hereto.

MAXIMUM COMMITMENT

AMOUNT: $15,500,000

COMMITMENT AMOUNTS: See Commitment Schedule attached hereto

VARIABLE INTEREST RATE: As set forth below.

REGISTERED HOLDER: AFTERWATCH & CO

As Nominee for

Money Market Obligations Trust

on behalf of its Government Obligations Fund

I. Terms Applicable Before the Conversion Date

A. Advances

For value received, the undersigned, the City of Seattle (the "Borrower", which term includes any successors and assigns), a public entity organized and existing under the laws of the State of (or Commonwealth were applicable) Washington promises to pay to the Registered Holder (the "Holder", which term includes any successors or assigns), at the time, in the manner, and with interest at the rate or rates hereinafter provided, such amounts as may be advanced under this Note from time to time by the Holder for disbursement to, or on behalf of, the Borrower (individually, an "Advance", and collectively, "Advances"). The Holder shall make Advances upon the written request of the Borrower and the approval of the Secretary of Housing and Urban Development or his designee (the "Secretary"), pursuant to the Contract for Loan Guarantee Assistance (as further defined in Section IV.A. of this Note, the "Contract"), and the Amended and Restated Master Fiscal Agency Agreement (the "Fiscal Agency Agreement") dated as of May 17, 2000, between The Chase Manhattan Bank (now known as JPMorgan Chase Bank), as Fiscal Agent (the "Fiscal Agent"), and the Secretary. The total amount of Advances made for each Principal Due Date under this Note shall not exceed the applicable Commitment Amount for such Principal Due Date set forth on the Commitment Schedule attached hereto. The aggregate of all Advances under this Note for all Principal Due Dates shall not exceed the Maximum Commitment Amount specified on the attached Commitment Schedule. The Fiscal Agent shall record the date and amount of all payments and Advances on this Note and maintain the books and records of all such Advances and Commitment Amounts for each corresponding Principal Due Date, and all payments. No Advances shall be made on this Note after its Conversion Date.

As used herein, "Conversion Date" means the date (if any) upon which this Note is (i) delivered by the Holder to the Fiscal Agent against payment therefor by the purchasers selected by the Secretary to make such payment; and (ii) assigned to JPMorgan Chase Bank (or any successor thereto) acting in its capacity as Trustee (the "Trustee") pursuant to a Trust Agreement between the Secretary and the Trustee, dated as of January 1, 1995, as such agreement may be amended or supplemented (the "Trust Agreement"). Upon the occurrence of both (i) and (ii) in the previous sentence, Section III of this Note applies, thereby converting this Note to a fixed rate obligation.

B. Variable Rate of Interest

From and including the date of each Advance to but excluding the earlier of (i) the Conversion Date, and (ii) the date of redemption or prepayment of such Advance pursuant to Section I.D. below (each such date of redemption or prepayment, a "Prepayment Date") interest shall be paid quarterly at a variable interest rate (as set forth below) on the unpaid principal balance of each Advance on the first day of each February, May, August and November (each, an "Interim Payment Date"), commencing on the first Interim Payment Date after the initial Advance is made under this Note. Interest also shall be paid on each applicable Conversion Date, Prepayment Date or Principal Due Date. The amount of interest payable on each Interim Payment Date will represent interest accrued during the three-month period ending immediately prior to such Interim Payment Date, or in the case of the first Interim Payment Date following each Advance that is not made on an Interim Payment Date, the period from and including the date of such Advance to but excluding the first Interim Payment Date following such Advance. The amount of interest payable on this Note's Conversion Date, Prepayment Date, or on any Principal Due Date that precedes such Conversion Date will represent interest accrued during the period from the last Interim Payment Date to such Conversion Date, Prepayment Date, or Principal Due Date, respectively.

The initial variable interest rate for each Advance will be set on the date of such Advance and will be equal to 20 basis points (0.2%) above the Applicable LIBO Rate (as hereinafter defined) and thereafter will be adjusted monthly on the first day of each month (each, a "Reset Date") to a variable interest rate equal to 20 basis points (0.2%) above the Applicable LIBO Rate (such interest rate, as reset from time to time, the "Standard Note Rate"). If the Conversion Date for this Note has not occurred by the March 1 following the initial Advance under this Note, then the terms of Appendix A shall be used to set the variable interest rate. If the Fiscal Agent does not receive notice of either a Negotiated Special Interest Rate or Holder Determined Special Interest Rate (as defined in Appendix A attached hereto) from the Secretary or Holder, respectively, by the times specified in Appendix A to this Note, then the Standard Note Rate shall apply for the period to which such Negotiated Special Interest Rate or Holder Determined Special Interest Rate would otherwise apply. The Fiscal Agent may conclusively rely on any such notice as to the correctness of any matters set forth therein. Appendix A shall be inapplicable to this Note on or after the Conversion Date.

"LIBO Rate" for any given Business Day means, except in the case of manifest error, the interest rate per annum published on that day in the Eastern Edition of The Wall Street Journal or any successor publication ("WSJ"), published by Dow Jones & Company, Inc., in the section titled "Money Rates" (or any successor section) and opposite the caption "London Interbank Offered Rates (LIBOR) -three months" (or any successor caption). If such rate does not appear in WSJ on a given Business Day, for each interest period, the LIBO Rate shall be the interest rate, converted to a bond-equivalent yield basis, for deposits in U.S. dollars for three months which appears on Telerate Page 3750 or such other page as may replace Page 3750 on that service or such other service or services as may be nominated by the British Bankers' Association for the purpose of displaying such rate (together, "Telerate Page 3750") as of 11:00 a.m., London time, on the day (the "Determination Date") that is two London Banking Days preceding the relevant Reset Date or Advance. If such rate does not appear on Telerate Page 3750 on such Determination Date, such rate shall be obtained from the Reuters Screen ISDA Page as of 11:00 a.m., London time, on such Determination Date. If, in turn, such rate does not appear on the Reuters Screen ISDA Page on such Determination Date, the offered quotation from each of four reference banks (expressed as a percentage per annum) as of approximately 11:00 a.m., London time, on such Determination Date for deposits in U.S. dollars to prime banks on the London interbank market for a 3-month period, commencing on the Reset Date or date of such Advance, shall be obtained. If at least two such quotations are provided, the LIBO Rate for such Reset Date or date of such Advance will be the arithmetic mean of the quotations, rounded to five decimal places. If fewer than two such quotations are provided as requested, the LIBO Rate for that Determination Date shall be the rate for the most recent day preceding such Determination Date for which the LIBO Rate shall have been displayed on Telerate Page 3750. The LIBO Rate for any interest period shall be converted to a bond-equivalent yield basis by multiplying such rate by the actual number of days in such interest period and dividing that number by 180.

"Applicable LIBO Rate" means: (1) with respect to the initial interest rate for the first Advance hereunder, the LIBO Rate two London Banking Days before the date of such first Advance; (2) with respect to the initial interest rate for any subsequent Advance made before the first Reset Date, the interest rate borne by the first Advance; (3) with respect to the initial interest rate for any subsequent Advance made after the first Reset Date, the LIBO Rate two London Banking Days before the immediately preceding Reset Date; and (4) with respect to the subsequent interest rate at any Reset Date for any Advance, the LIBO Rate two London Banking Days before such Reset Date.

"London Banking Day" means any day in which dealings in deposits in United States dollars are transacted in the London interbank market. Interest payable on or before the Conversion Date shall be calculated on the basis of a 360-day year and the actual number of days lapsed.

C. Principal Amount

Prior to the Conversion Date, the aggregate amount of Advances under this Note for each specified Principal Due Date shall be the Principal Amount paid by the Borrower on such Principal Due Date (as assigned to such Advances by the Secretary's instructions to the Fiscal Agent in accordance with the Contract and the Fiscal Agency Agreement), except to the extent such Principal Amount shall have been reduced by redemption before such Principal Due Date as provided below.

D. Redemption before Conversion Date

At any time on or before the Conversion Date, the Borrower, with the consent of the Secretary, may redeem this Note, in whole or in part, upon fourteen calendar days notice to the Fiscal Agent and the Secretary, at the purchase price of one hundred percent (100%) of the unpaid Principal Amount to be redeemed, plus accrued interest thereon to the date of redemption. Partial redemptions shall be credited against the applicable Principal Amount(s). The related Commitment Amounts and the Maximum Commitment Amount shall be adjusted concurrently with any such redemptions in accordance with the Secretary's instructions to the Fiscal Agent pursuant to the Contract and the Fiscal Agency Agreement.

II. Conversion

The following events shall occur on the Conversion Date:

A. Schedule P&I

On the Conversion Date all Advances owed by the Borrower under this Note with the same Principal Due Date shall be aggregated into a single Principal Amount which will accrue interest at the fixed rate applicable to such Principal Due Date. Such Principal Amount may be adjusted by the Fiscal Agent in accordance with the following paragraph or paragraph IV.H, as applicable. Whether or not adjusted, each Principal Amount, the fixed rate applicable to each Principal Amount, and the applicable Principal Due Date, shall be listed by the Secretary in Schedule P&I. Schedule P&I will be provided by the Secretary to the Fiscal Agent and attached to this Note by the Fiscal Agent upon the Fiscal Agent's receipt of this Note on the Conversion Date.

B. Conversion Date Advances

If, on or prior to the Conversion Date, the Borrower has not utilized the entire Commitment Amount indicated on the Commitment Schedule attached hereto for a given Principal Due Date, the Borrower may, in accordance with the Fiscal Agency Agreement and the Contract, and with the approval of the Secretary, utilize such Commitment Amount on the Conversion Date to obtain a Conversion Date Advance. A "Conversion Date Advance" shall mean any amount by which the Secretary instructs the Fiscal Agent to increase a Principal Amount on Schedule P&I for a given Principal Due Date, effective as of the Conversion Date of this Note. Conversion Date Advances shall be funded by the sale of this Note to the purchaser selected by the Secretary. The proceeds of a Conversion Date Advance (net of any applicable fees) shall be distributed to or on behalf of the Borrower on the Conversion Date. The total amount of Conversion Date Advances hereunder shall not exceed the sum of any unused Commitment Amounts for all Principal Due Dates.

III. Terms Applicable Upon Conversion

The following terms shall apply to this Note from the Conversion Date (if any) until this Note is canceled, or matured and paid in full:

Commencing on the Conversion Date, the Borrower promises to pay to the Holder on the applicable Principal Due Date each Principal Amount set forth on the attached Schedule P&I, together with interest on each such Principal Amount at the rate applicable thereto specified on the Schedule P&I. Interest shall be calculated and payments shall be made in the manner set forth below.

Interest on each scheduled Principal Amount of this Note due as of a given date specified on Schedule P&I hereto shall accrue at the related per annum rate specified on Schedule P&I from (and including) the Conversion Date to (but excluding) such Principal Due Date or, if applicable, to the applicable Interest Due Date on which an Optional Redemption (as defined below) occurs. Each interest amount accrued on each unpaid Principal Amount of this Note shall be due semiannually as of February 1 and August 1 of each year (each such February 1 and August 1, an "Interest Due Date") commencing on the first such date after the Conversion Date, until each Principal Amount listed on Schedule P&I to this Note is paid in full. Interest shall be calculated on the basis of a 360-day year consisting of twelve 30-day months.

Certain Principal Amounts that are indicated as being eligible for Optional Redemption on Schedule P&I may be paid, in whole or in part, at the option of the Borrower as of any Interest Due Date on or after the date specified in such schedule (an "Optional Redemption"). In order to elect an Optional Redemption of such a Principal Amount, the Borrower shall give notice of its intention to prepay a Principal Amount to the Trustee and the Secretary not less than 60 days and not more than 90 days prior to the Interest Due Date as of which the Borrower intends to prepay the Principal Amount. The Trustee shall apply any payments received in respect of Optional Redemptions in accordance with written instructions of the Borrower, as approved by the Secretary. Principal Amounts that are not indicated as being eligible for Optional Redemption on Schedule P&I may not be prepaid.

IV. General Terms

A. Additional Definitions

For purposes of this Note, the following terms shall be defined as follows:

"Business Day" shall mean a day on which banking institutions in New York City are not required or authorized to remain closed and on which the Federal Reserve Bank and the New York Stock Exchange are not closed. If any payment (including a payment by the Secretary) is required to be made on a day that is not a Business Day, then payment shall be made on the next Business Day.

"Contract" shall mean the Contract for Loan Guarantee Assistance, and any amendments thereto, among the Secretary and the Borrower, the designated public entity named therein (if applicable), and the State named therein (if applicable), that refers to and incorporates this Note by the number hereof.

"Principal Amount" shall mean: (i) before the Conversion Date for this Note, the aggregate amount of Advances made for each Principal Due Date specified in the Commitment Schedule attached to this Note, less the amount of any redemptions pursuant to Section I.D. hereof, and any principal repayment; and (ii) on or after the Conversion Date, the principal amount (if any) stated for each Principal Due Date in Schedule P&I attached hereto, less the amount of any principal repayment and any Optional Redemptions made pursuant to Section III hereof and the Trust Agreement.

B. Timely Payment to Fiscal Agent or Trustee

Notwithstanding anything contained in Section I, Section II, or Section III, the Borrower, in accordance with the Contract, shall be required to make all payments of interest and principal, including any Optional Redemption payment, directly to the Fiscal Agent or the Trustee (as applicable) on the seventh Business Day prior to the appropriate Interim Payment Date, Interest Due Date, Principal Due Date, Prepayment Date, or date of Optional Redemption, as applicable.

C. Interest on Late Payments

If a payment of principal or interest herein provided for shall not be made by either (i) 2:30 p.m. on an Interest Due Date or Principal Due Date; or (ii) 2:30 p.m. on the second Business Day (as herein defined) next succeeding an Interim Payment Date, then interest shall accrue on the amount of such payment at the then applicable interest rate or rates payable on this Note, from the relevant due date, as the case may be, until the date such payment is made. Nothing in the immediately preceding sentence shall be construed as permitting or implying that the Borrower may, without the written consent of the Holder and the Secretary, modify, extend, alter or affect in any manner whatsoever the right of the Holder timely to receive any and all payments of principal and interest specified in this Note.

D. Applicability of Fiscal Agency Agreement or Trust Agreement

Prior to the Conversion Date, this Note and Advances and payments made hereunder shall be administered pursuant to the terms of the Fiscal Agency Agreement and are subject to such agreement. On or after the Conversion Date, this Note and Advances and payments made hereunder shall be administered pursuant to the Trust Agreement and are subject to such agreement. The terms and provisions of the Fiscal Agency Agreement or the Trust Agreement, insofar as they affect the rights, duties and obligations of the Holder and/or the Borrower, are hereby incorporated herein and form a part of this Note. The Borrower hereby agrees to be bound by all obligations of the Borrower to the Fiscal Agent set forth in the Fiscal Agency Agreement. Capitalized terms not defined in this Note shall have the meanings ascribed to them in the Fiscal Agency Agreement or Trust Agreement, as applicable. The Fiscal Agency Agreement provides for the Fiscal Agent to perform certain duties, including the duties of (i) paying agent and calculation agent for this Note until its Conversion Date, and (ii) registrar for this Note until this Note is canceled or a new registrar appointed, each in accordance with the Fiscal Agency Agreement. The Trust Agreement provides for the Trustee to perform certain duties, including the duties of collection agent for this Note after its Conversion Date until a new Trustee is appointed in accordance with the Trust Agreement. This Note may be surrendered to the Fiscal Agent for registration of transfer or exchange, as provided in the Fiscal Agency Agreement. The Fiscal Agent and Trustee each shall permit reasonable inspection to be made of a copy of the Fiscal Agency Agreement or Trust Agreement kept on file at its respective corporate trust office. Neither the Fiscal Agency Agreement nor the Trust Agreement shall change the Borrower's payment obligations under this Note.

E. Applicability of Contract and Secretary's Guarantee

This Note evidences indebtedness incurred pursuant to and in accordance with the Contract and pursuant to Section 108 of Title I of the Housing and Community Development Act of 1974, as amended (42 U.S.C. section 5308) (the "HCD Act"). This Note is subject to the terms and provisions of the Contract, to which Contract reference is hereby made for a statement of said terms and provisions and for a description of the collateral security for this Note. The payment of principal on the applicable Principal Due Dates and interest on the applicable Interim Payment Dates or Interest Due Dates under this Note is unconditionally guaranteed by the Secretary to the Holder through a guarantee (the "Guarantee"). Execution of the Secretary's Guarantee is required before this Note is effective, and such Guarantee shall be issued pursuant to and in accordance with the terms of the Contract and Section 108 of the HCD Act.

F. Default

A default under this Note shall occur upon failure by the Borrower to pay principal or interest on this Note when due hereunder. If a Borrower defaults on the payment of any interest or Principal Amounts when due, or if the Secretary gives notice of a final decision to declare the Borrower in default pursuant to the following paragraph of this Section IV.F., the Secretary may, but is not obligated to, make on any date on or prior to the Conversion Date with fourteen calendar days prior notice to the Fiscal Agent, or on the seventh Business Day preceding any Interest Due Date on or after the first permissible Optional Redemption date with seven Business Days prior notice to the Trustee, an acceleration payment to the Fiscal Agent or the Trustee, as applicable, equal to the Aggregate Principal Amount of the Note, together with accrued and unpaid interest thereon to such acceleration payment date or Interest Due Date, as applicable. In the event that any such acceleration payment is made from sources other than funds pledged by the Borrower as security under the Contract (or other Borrower funds), the amounts paid on behalf of the Borrower shall be deemed to be immediately due and payable to the Secretary. Nothing in this paragraph shall be construed as permitting or implying that the Borrower may, without the written consent of the Holder and the Secretary, modify, extend, alter or affect in any manner whatsoever the right of the Holder timely to receive any and all payments of principal and interest specified in this Note.

In addition, the Secretary may declare the Borrower in default under this Note if the Secretary makes a final decision in accordance with the provisions of 24 C.F.R. section 570.913 (or any successor regulation thereof), including requirements for reasonable notice and opportunity for hearing, that the Borrower has failed to comply substantially with Title I of the HCD Act. Following the giving of such reasonable notice, the Secretary may take the remedial actions specified as available in the relevant provisions of the Contract pending the Secretary's final decision.

G. Holder's Reliance on Guarantee

Following a default by the Borrower under the terms of this Note, the Holder agrees to rely wholly and exclusively for repayment of this Note upon the Guarantee. The enforcement of any instruments or agreements securing or otherwise related to this Note shall be the sole responsibility of the Secretary, and the Holder shall not be responsible for the preparation, contents or administration of such instruments and agreements, or for any actions taken in connection with such instruments and agreement. The Holder, to the extent it is legally able to do so, shall bind or cause to be bound its successors and assigns to all limitations imposed upon the Holder by this Note.

H. Amendment

This Note may only be amended with the prior written consent of the Secretary and the Borrower. No such amendment shall reduce, without the prior written consent of the Holder of this Note, in any manner the amount of, or delay the timing of, payments required to be received on this Note by the Holder, Fiscal Agent or Trustee, including Guarantee Payments; provided that prior to the Conversion Date, the Commitment Amounts on the Commitment Schedule attached hereto, and the Principal Amounts due on the corresponding Principal Due Dates may be rescheduled pursuant to written instructions given to the Fiscal Agent by the Secretary with the written agreement of the Borrower and the Secretary absent the consent of the Holder.

I. Waivers

The Borrower hereby waives any requirement for presentment, protest or other demand or notice with respect to this Note. The Borrower hereby waives notice of default and opportunity for hearing for any failure to make a payment when due.

J. Delivery and Effective Date

This Note is deemed issued, executed, and delivered on behalf of the Borrower by its authorized official as an obligation guaranteed by the Secretary pursuant to Section 108 of the HCD Act, effective as of the date of the Secretary's Guarantee.

V. Borrower-Specific Provisions

IN ACCORDANCE WITH RCW 35.21.735, THIS NOTE SHALL BE REPAID SOLELY FROM ONE OR MORE SPECIAL FUNDS HELD BY ONE OR MORE CUSTODIANS APPOINTED PURSUANT TO SUCH STATUTE AND FROM THE SECURITY PLEDGED UNDER THE CONTRACT. THIS NOTE IS NOT AN OBLIGATION OF THE CITY OF SEATTLE OR THE STATE OF WASHINGTON, AND NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE STATE OR ANY MUNICIPAL CORPORATION OR SUBDIVISION OF THE STATE, OR ANY AGENCY OF ANY OF THE FOREGOING, IS PLEDGED TO THE PAYMENT OF PRINCIPAL, INTEREST, OR PREMIUM, IF ANY, ON THIS NOTE. NOTHING HEREIN SHALL CONSTITUTE A DEBT OR INDEBTEDNESS OF THE BORROWER PAYABLE FROM PUBLIC FUNDS WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY LIMITATION ON THE INCURRING OF DEBT. ANY OBLIGATIONS OF BORROWER UNDER DOCUMENTS INCORPORATED HEREIN ARE SUBJECT TO THE LIMITATION OF LIABILITY SET FORTH IN THE CONTRACT.

IN WITNESS WHEREOF, the undersigned, as an authorized official of the Borrower, has executed and delivered this Note.

BORROWER

By:

(Signature)

(Name)

(Title)

ATTEST:

(Signature)

(Name)

(Title)

ASSIGNMENT AND TRANSFER

For value received, the undersigned assigns and transfers this Note to

______________________________________________________________________ ____

(Name and Address of Assignee)

______________________________________________________________________ ____

______________________________________________________________________ ____

(Social Security or Other Identifying Number of Assignee)

and irrevocably appoints ______________________________________________________

attorney-in-fact to transfer it on the books kept for registration of the Note, with full power of substitution.

Dated: _________________________

Note: The signature to this assignment

must correspond with the name as written on the face of the Note without alteration or enlargement or other change.

Signature Guaranteed:

_______________________________

Qualified Financial Institution

By: ___________________________

Authorized Signature

APPENDIX A

Special Pre-Conversion Interest Rates.

(a) The Holder and the Secretary contemplate that the majority of the outstanding Variable/Fixed Rate Notes will be purchased by underwriters selected by the Secretary for sale in public offerings to occur each year. If a public offering including this Note has not occurred by each March 1 following the initial Advance under this Note, the Secretary shall, upon request, advise the Holder as to when a public offering including this Note is expected to occur, and the Holder and the Secretary agree to consult with each other as to what the interest rate on this Note will be after May 1 of that year if a public offering has not occurred by such May 1. The Holder shall notify the Secretary if such consultation has not occurred by April 1 of that year. If no public offering including this Note has occurred on or before such May 1, the applicable interest rate on this Note from such May 1 shall be the rate (if any) negotiated and agreed upon by the Secretary and the Holder. Such rate may be the Standard Note Rate or some other rate agreed upon by the Holder and the Secretary at least two Business Days before such May 1 (such other rate, the "Negotiated Special Interest Rate"). The Secretary shall notify the Fiscal Agent and the Holder in writing of any Negotiated Special Interest Rate within two Business Days of the determination thereof.

(b) If the Secretary and the Holder do not, by the April 15th preceding such May 1, negotiate and agree under Section (a) of this Appendix on an interest rate applicable to this Note, then the Holder may, on or before the April 20th preceding such May 1, give written notice to the Secretary of its intent to change the interest rate on this Note and, if such notice was given during such period, the Holder may, on such May 1, unilaterally determine (subject to the terms of this paragraph) the interest rate that this Note will bear (such rate, the "Holder Determined Interest Rate") from and including such May 1 to but excluding the earliest of: (i) the Conversion Date; (ii) the date that this Note is purchased by a new Holder (as described in Section (c) below) or (iii) a Monthly Special Reset Date (as defined below). Interest from and including such May 1 to but excluding the Public Offering Date shall be paid on the unpaid principal balance of all outstanding Advances under this Note at the rate(s) to be determined by the Holder which, based upon then prevailing market conditions and taking into account all the circumstances, will enable the Holder to sell this Note at one hundred percent (100%) of the aggregate amount of all Advances hereunder prior to the date of such sale. Such interest rate shall be determined as of such May 1 and shall be determined again on the foregoing basis on the first of each month thereafter (the first of each month after such May 1, a "Monthly Special Reset Date"). The Holder shall notify the Fiscal Agent and the Secretary in writing within two Business Days following such dates of the determination of the Holder Determined Interest Rate and each applicable interest rate determined on a Monthly Special Reset Date.

(c) If the Secretary and the Holder have failed to agree upon an interest rate pursuant to Section (a) of this Appendix A, the Secretary, upon seven calendar days notice to the Holder, may arrange for the purchase of this Note in full by another entity on the following May 1 or any Business Day thereafter. If such a purchase occurs, the Holder shall sell and assign this Note to the purchaser thereof without recourse to the Holder and deliver this Note and its Guarantee to the Fiscal Agent for registration in the name of the purchaser thereof in accordance with the Secretary's written instructions. The purchase price for this Note shall be 100% of the aggregate amount of all Advances owing hereunder plus accrued interest to the date of purchase. Payment to the Holder of the purchase price for this Note shall be made by the purchaser thereof in Federal funds at the offices of the Holder, or at such other place as shall be agreed upon by the Holder and the Secretary, at 10:00 a.m., New York time, on the date of purchase. After such purchase date this Note shall bear a rate of interest negotiated between the Secretary and the new interim Holder (the "New Purchaser Special Interest Rate"). The Secretary shall notify the Fiscal Agent and the new purchaser in writing of any New Purchaser Special Interest Rate within two Business Days following the date of determination thereof.

(d) Notwithstanding Sections (a) through (c) (inclusive) of this Appendix, no Borrower is obligated to pay interest at a variable rate exceeding the maximum rate permitted by generally applicable law of the Borrower's state (such rate, the "Maximum Rate"). If the Borrower receives notice of a variable interest payment that exceeds the Maximum Rate, then the Borrower shall timely pay such amount as does not exceed the Maximum Rate, and concurrently shall notify the Secretary and the Fiscal Agent of the reason for any interest nonpayment.

COMMITMENT SCHEDULE

Note No. B-01-MC-53-0005

Principal Due Date

Commitment Amount

August 1, 2003

$0

August 1, 2004

$0

August 1, 2005

$280,000

August 1, 2006

$310,000

August 1, 2007

$345,000

August 1, 2008

$380,000

August 1, 2009

$435,000

August 1, 2010

$500,000

August 1, 2011

$560,000

August 1, 2012

$635,000

August 1, 2013

$715,000

August 1, 2014

$820,000

August 1, 2015

$915,000

August 1, 2016

$1,045,000

August 1, 2017

$1,160,000

August 1, 2018

$1,260,000

August 1, 2019

$1,350,000

August 1, 2020

$1,460,000

August 1, 2021

$1,580,000

August 1, 2022

$1,750,000

Maximum Commitment Amount

$15,500,000

SCHEDULE P&I

Note No. Note No. B-01-MC-53-0005

Principal Amount

Principal

Due Date

Interest Rate

Optional Redemption Available

YES

NO

$

August 1, 2003

X

August 1, 2004

X

August 1, 2005

X

August 1, 2006

X

August 1, 2007

X

August 1, 2008

X

August 1, 2009

X

August 1, 2010

X

August 1, 2011

X

August 1, 2012

X

August 1, 2013

X

August 1, 2014

X

August 1, 2015

X

August 1, 2016

X

August 1, 2017

X

August 1, 2018

X

August 1, 2019

X

August 1, 2020

X

August 1, 2021

X

August 1, 2022

X

$ = Aggregate Principal Amount

Principal Amounts for which Optional Redemption is available may be redeemed, subject to the terms contained herein and in the Trust Agreement, on any Interest Due Date on or after

August 1, 2011.

2

Note VFR 2021 12-04-01

Note VFR 2021 12-04-01

//15//// -

32189/11

Note VFR 2021 12-04-01

EXHIBIT E TO ORDINANCE

Project Description

1. 211 First Avenue

Obligor 211 First Avenue Building, L.P., a Washington limited partnership controlled by John A. Goodman, has a ground lease on property located at 211 First Avenue, in the Pioneer Square neighborhood. This Obligor now seeks to acquire the ownership interest and rehabilitate the property. The property consists of a three-story plus basement, masonry brick and wood frame building, originally constructed in 1900. The building has a gross building area of 13,620 square feet and rentable area of 11,603 square feet.

The building suffered extensive damage from the February 28, 2001 Nisqually Earthquake and is in need of immediate rehabilitation. Renovation costs including related soft costs totals $810,000. The purchase price of the subject property is $1,180,000. Borrower requests Section 108 loan funds in the principal amount of $1,592,000 to finance acquisition and rehabilitation costs.

The loan terms generally will be as follows (exact terms will be in the definitive loan documents): The loan initially will be made on a floating rate, which will be converted to a fixed rate when the City Note is included in a public offering arranged by HUD ("Conversion Date"). Prior to the Conversion Date (if any) under the HUD Contract, interest on the loan will be the greater of 4% per annum or the applicable floating rate under the City Note, currently expected to be 20 basis points above the London Interbank Offered Rate (LIBOR) -three months ("LIBOR Rate") as adjusted monthly. From and after the Conversion Date, the rates applicable to each installment of principal owed by Obligor shall bear interest at the same rate as the installment of principal on the City Note that is due in the same year but with a 4% floor on the blended rate. Nonetheless, the City will attempt to provide for an effective interest rate to the Obligor of 4% to the extent possible. To the extent that the initial floating rate, or the blended rate on all installments after the Conversion Date, rises above the target rate of 4%, the Custodian will apply BEDI Grant Funds, in the cumulative amount of up to $179,742, as a grant to Obligor in each payment period to stabilize the rate of interest actually paid by Obligor at the target rate. In addition, if Obligor shall pay any interest at a rate higher than paid by on the City Note during the same period (i.e., the City Note rate was less than 4%), the difference shall be accumulated by the Custodian for use in the same manner as the BEDI funds.

Obligor will make principal payments on the loan according to the following schedule:

Date of principal payment Amount

August 1, 2003 $0 (interest only)

August 1, 2004 $0 (interest only)

August 1, 2005 $12,000

August 1, 2006 $18,000

August 1, 2007 $24,000

August 1, 2008 $30,000

August 1, 2009 $36,000

August 1, 2010 $42,000

August 1, 2011 $48,000

August 1, 2012 $54,000

August 1, 2013 $60,000

August 1, 2014 $84,000

August 1, 2015 $102,000

August 1, 2016 $126,000

August 1, 2017 $144,000

August 1, 2018 $150,000

August 1, 2019 $150,000

August 1, 2020 $160,000

August 1, 2021 $170,000

August 1, 2022 $182,000

Total: $1,592,000

Security for the loan will be from two sources. The City will take a first position lien on the property. Also, the City will obtain an unconditional guaranty of payment and performance of the loan from John A. Goodman.

Acquisition will be completed in September 2002. Rehabilitation of the building will commence in September 2002 and will be completed in January 2003.

As a result of the loan, the project will create 46 new jobs for low and moderate income individuals.

2. Buttnick Building 200-204 First Avenue

Obligor Buttnick Building L.P., a Washington limited partnership controlled by John A. Goodman, has a ground lease on property located at 200-204 First Avenue, in the Pioneer Square neighborhood. This Obligor now seeks to acquire the ownership interest and rehabilitate the property. The property consists of a three-story plus basement, masonry brick and wood frame building, originally constructed in 1909. The building has a gross building area of 29,328 square feet and rentable area of 25,600 square feet.

The building suffered extensive damage from the February 28, 2001 Nisqually Earthquake and is in need of immediate rehabilitation. Renovation costs including related soft costs totals $1,740,00. The purchase price of the subject property is $2,780,000. Borrower requests Section 108 loan funds in the principal amount of $3,616,000 to finance acquisition and rehabilitation costs.

The loan terms generally will be as follows (exact terms will be in the definitive loan documents): The loan initially will be made on a floating rate, which will be converted to a fixed rate when the City Note is included in a public offering arranged by HUD ("Conversion Date"). Prior to the Conversion Date (if any) under the HUD Contract, interest on the loan will be the greater of 4% per annum or the applicable floating rate under the City Note, currently expected to be 20 basis points above the London Interbank Offered Rate (LIBOR) -three months ("LIBOR Rate") as adjusted monthly. From and after the Conversion Date, the rates applicable to each installment of principal owed by Obligor shall bear interest at the same rate as the installment of principal on the City Note that is due in the same year but with a 4% floor on the blended rate. Nonetheless, the City will attempt to provide for an effective interest rate to the Obligor of 4% to the extent possible. To the extent that the initial floating rate, or the blended rate on all installments after the Conversion Date, rises above the target rate of 4%, the Custodian will apply BEDI Grant Funds, in the cumulative amount of up to $408,258, as a grant to Obligor in each payment period to stabilize the rate of interest actually paid by Obligor at the target rate. In addition, if Obligor shall pay any interest at a rate higher than paid by on the City Note during the same period (i.e., the City Note rate was less than 4%), the difference shall be accumulated by the Custodian for use in the same manner as the BEDI funds.

Obligor will make principal payments on the loan according to the following schedule:

Date of principal payment Amount

August 1, 2003 $0 (interest only)

August 1, 2004 $0 (interest only)

August 1, 2005 $12,000

August 1, 2006 $18,000

August 1, 2007 $24,000

August 1, 2008 $30,000

August 1, 2009 $54,000

August 1, 2010 $78,000

August 1, 2011 $102,000

August 1, 2012 $126,000

August 1, 2013 $156,000

August 1, 2014 $186,000

August 1, 2015 $216,000

August 1, 2016 $246,000

August 1, 2017 $282,000

August 1, 2018 $318,000

August 1, 2019 $354,000

August 1, 2020 $402,000

August 1, 2021 $450,000

August 1, 2022 $562,000

Total: $3,616,000

Security for the loan will be from two sources. The City will take a first position lien on the property. Also, the City will obtain an unconditional guaranty of payment and performance of the loan from John A. Goodman.

Acquisition will be completed in September 2002. Rehabilitation of the building will commence in September 2002 and will be completed in January 2003.

As a result of the loan, the project will create 81 new jobs for low and moderate income individuals.

3. City Loan Building 206 First Avenue

Obligor Triad City Loan L.L.C., a Washington limited liability company controlled by John A. Goodman, has a ground lease on property located at 206 First Avenue, in the Pioneer Square neighborhood. This Obligor now seeks to acquire the ownership interest and rehabilitate the property. The property consists of a five-story plus basement, masonry brick and wood frame building, originally constructed in 1903. The building has a gross building area of 22,355 square feet and rentable area of 20,170 square feet.

The building suffered extensive damage from the February 28, 2001 Nisqually Earthquake and is in need of immediate rehabilitation. Renovation costs including related soft costs totals $1,980,000. The purchase price of the subject property is $1,499,000. Borrower requests Section 108 loan funds in the principal amount of $2,808,000 to finance acquisition and rehabilitation costs.

The loan terms generally will be as follows (exact terms will be in the definitive loan documents): The loan initially will be made on a floating rate, which will be converted to a fixed rate when the City Note is included in a public offering arranged by HUD ("Conversion Date"). Prior to the Conversion Date (if any) under the HUD Contract, interest on the loan will be the greater of 4% per annum or the applicable floating rate under the City Note, currently expected to be 20 basis points above the London Interbank Offered Rate (LIBOR) -three months ("LIBOR Rate") as adjusted monthly. From and after the Conversion Date, the rates applicable to each installment of principal owed by Obligor shall bear interest at the same rate as the installment of principal on the City Note that is due in the same year but with a 4% floor on the blended rate. Nonetheless, the City will attempt to provide for an effective interest rate to the Obligor of 4% to the extent possible. To the extent that the initial floating rate, or the blended rate on all installments after the Conversion Date, rises above the target rate of 4%, the Custodian will apply BEDI Grant Funds, in the cumulative amount of up to $317,032, as a grant to Obligor in each payment period to stabilize the rate of interest actually paid by Obligor at the target rate. In addition, if Obligor shall pay any interest at a rate higher than paid by on the City Note during the same period (i.e., the City Note rate was less than 4%), the difference shall be accumulated by the Custodian for use in the same manner as the BEDI funds.

Obligor will make principal payments on the loan according to the following schedule:

Date of principal payment Amount

August 1, 2003 $0 (interest only)

August 1, 2004 $0 (interest only)

August 1, 2005 $12,000

August 1, 2006 $18,000

August 1, 2007 $24,000

August 1, 2008 $30,000

August 1, 2009 $42,000

August 1, 2010 $54,000

August 1, 2011 $66,000

August 1, 2012 $90,000

August 1, 2013 $114,000

August 1, 2014 $138,000

August 1, 2015 $162,000

August 1, 2016 $214,000

August 1, 2017 $246,000

August 1, 2018 $270,000

August 1, 2019 $294,000

August 1, 2020 $318,000

August 1, 2021 $342,000

August 1, 2022 $374,000

Total: $2,808,000

Security for the loan will be from two sources. The City will take a first position lien on the property. Also, the City will obtain an unconditional guaranty of payment and performance of the loan from John A. Goodman.

Acquisition will be completed in September 2002. Rehabilitation of the building will commence in September 2002 and will be completed in January 2003.

As a result of the loan, the project will create 66 new jobs for low and moderate income individuals.