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AGREEMENT REGARDING TERMS AND CONDITIONSFOR BOND RESTRUCTURING

FOR WENONAH PARK PROPERTIES, INC.REVENUE BONDS (BAY CITY HOTEL PROJECT) SERIES 2002

by and among

WENONAH PARK PROPERTIES, INC.,acting on behalf of City of Bay City, Michigan

CITY OF BAY CITY, MICHICAN,as City

BAY CITY HOTEL, LLC,

THE ECONOMIC DEVELOPMENT CORPORATION OF THE CITY OF BAY CITY,

and

UMB BANK, NATIONAL ASSOCIATION,as Trustee

Dated as of January __, 2020

Table of Contents

Page

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ARTICLE I____________________

Section 1.01. Definitions ........................................................................................................4Section 1.02. Internal References ...........................................................................................5

ARTICLE IIISSUANCE OF SERIES 2020 BONDS

Section 2.01. Issuance of Series 2020 Bonds .........................................................................6Section 2.02. Security for the Series 2020 Bonds ..................................................................6Section 2.03. Application of Senior Series 2020A Bond Proceeds........................................7Section 2.04. Events of Default ..............................................................................................7Section 2.05. Majority Bondholder’s Consent/Waiver...........................................................7Section 2.06. Instruction To Deliver Senior Subordinate Series 2020B Bonds .....................8Section 2.07. Delivery of Senior Subordinate Series 2020B Bonds.......................................8Section 2.08. Majority Bondholder’s Representations and Covenants ..................................8

ARTICLE IIIPAYMENTS TO MINORITY BONDHOLDERS

Section 3.01. Commencement of TIP Proceeding..................................................................8Section 3.02. Redemption and/or Payment of Minority Bondholder 2002 Bonds.................9Section 3.03. Estimated Minority Bondholder 2002 Bonds Redemption Amount ..............10Section 3.04. Suppression and DWAC of Majority Bondholder 2002 Bond Holdings .......10

ARTICLE IVSUBORDINATE LENDERS

Section 4.01. Agreement By 2020 Subordinate Lenders......................................................10Section 4.02. Discharge of Foundation’s Subordinate Loan and Mortgage.........................11

ARTICLE VPROPERTY IMPROVEMENT PLAN

Section 5.01. Refurbishment of the Conference Center Hotel .............................................11Section 5.02. Funding for Property Improvement Plan........................................................11Section 5.03. Repayment of Majority Bondholder Contributions ........................................11

ARTICLE VICHANGES TO HOTEL OPERATING AGREEMENT AND FRANCHISE AGREEMENT

Section 6.01. Hotel Operating Agreement............................................................................12Section 6.02. Franchise Agreement ......................................................................................12

Table of Contents(continued)

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ARTICLE VIIGENERAL PROVISIONS

Section 7.01. Transaction Costs............................................................................................12Section 7.02. Cooperation; Additional Documents ..............................................................13Section 7.03. Change in Ownership; Assignment ................................................................13Section 7.04. No Third-Party Beneficiary ............................................................................13Section 7.05. Notice and Communications Between the Parties..........................................13Section 7.06. Representation of Parties in Favor of Corporation and Majority

Bondholder .....................................................................................................14Section 7.07. Corporation and City Authorization ...............................................................15Section 7.08. Modification of Agreement ............................................................................15Section 7.09. Relationship of the Parties ..............................................................................15Section 7.10. Interpretation of Agreement ...........................................................................15Section 7.11. Entire Agreement: Exhibits ............................................................................15Section 7.12. Term................................................................................................................16Section 7.13. Governing Law ...............................................................................................16Section 7.14. Counterparts....................................................................................................16

EXHIBITA SERIES 2020 BOND DOCUMENTSEXHIBIT B SUBORDINATE LOANS AND SUBORINATE LOAN DOCUMENTSEXHIBIT C PROJECTED SOURCES AND USES – BOND RESTRUCTURE

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AGREEMENT REGARDING TERMS AND CONDITIONS FOR BOND RESTRUCTURING FOR WENONAH PARK PROPERTIES, INC. REVENUE BONDS

(BAY CITY HOTEL PROJECT) SERIES 2002

THIS AGREEMENT REGARDING TERMS AND CONDITIONS FOR BOND RESTRUCTURING FOR WENONAH PARK PROPERTIES, INC. REVENUE BONDS (BAY CITY HOTEL PROJECT) SERIES 2002 (the “Agreement”) is made and entered into this ____ day of January, 2020, by and among WENONAH PARK PROPERTIES, INC. (the “Corporation”), a Michigan nonprofit corporation acting on behalf of the City of Bay City, Michigan, the CITY OF BAY CITY, MICHIGAN (the “City”), BAY CITY HOTEL, LLC, a Delaware limited liability company (the “Majority Bondholder”), THE ECONOMIC DEVELOPMENT CORPORATION OF THE CITY OF BAY CITY (the “EDC” and together with the City, referred to herein as the “Subordinate Lenders”), and UMB BANK, NATIONAL ASSOCIATION, not individually, but solely in its capacity as trustee (the “Trustee”), trustee under the 2002 Bond Indenture (as defined below), in relation to the matters below. For purposes of this Agreement, the Corporation, the City, the EDC, the Majority Bondholder, and the Trustee shall be referred to herein individually as a “Party” and collectively as the “Parties,” as appropriate. Capitalized terms used in this Agreement, including the Recitals, that are not otherwise defined shall have the meaning given such terms in Article I of this Agreement or in the 2002 Bond Indenture.

RECITALS:

ISSUANCE OF 2002 BONDS

A. Pursuant to that certain Trust Indenture dated as of September 1, 2002 between the Corporation and the Trustee as modified by that certain Supplemental Indenture Number 1 to Trust Indenture dated as of November 13, 2006 (collectively, the “2002 Bond Indenture”), the Corporation issued its $15,455,000 Revenue Bonds (Bay City Hotel Project) Series 2002 (the “2002 Bonds”), the net proceeds of which were used to finance in part a hotel in the City of Bay City, Michigan (the “Project”).

B. The 2002 Bonds are special, limited obligations of the Corporation, payable solely from Total Net Revenues, and money, held by the Trustee in certain Funds and Accounts under the 2002 Bond Indenture, and are further secured, in part, by a mortgage, assignment of rents and security agreement from the Corporation to the Trustee dated as of September 1, 2002 (said mortgage, assignment of rents and security agreement, collectively the “2002 Senior Mortgage”), covering the interest of the Corporation in certain premises located in Bay County, Michigan, as is more particularly described on Exhibit A to the 2002 Senior Mortgage, together with all improvements located thereon (collectively called the “Mortgaged Property”); and

C. The Subordinate Lenders made loans to the Corporation in the amounts described in Exhibit B attached hereto and made a part hereof (the “2002 Subordinate Loans”) in order to finance a portion of the costs of the Project. Each of the 2002 Subordinate Loans are secured by a subordinate mortgage, assignment of rent and, in some cases, a security agreement, from the Corporation to the respective Subordinate Lender dated as of September 1, 2002 (said mortgages and security agreements, collectively the “2002 Subordinate Mortgages”) covering the

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Corporation’s interest in the Mortgaged Property. The 2002 Subordinate Loans are subordinated to the prior payment of 2002 Bonds. Pursuant and subject to the terms of that certain Subordination and Intercreditor Agreement dated as of September 1, 2002 by and among the Trustee, the Corporation, the City, the EDC, and the Great Lakes Center Foundation (the “Intercreditor Agreement”), the Subordinate Lenders under the Subordinate Loans do not have the right to declare an event of default under the 2002 Bond Indenture or to exercise any rights under the 2002 Subordinate Mortgages so long as the 2002 Bonds are outstanding, (other than to cure any event of default under the 2002 Senior Mortgage). Effective on the date of this Agreement, the loan made by the Great Lakes Center Foundation (the “Foundation”) to the Corporation, represented by a promissory note and secured by a subordinate mortgage will all be released and discharged in consideration for the Foundation or its assignee, Bay Area Community Foundation, having received a payment of $30,000 from the Majority Bondholder.

DEFAULTS UNDER THE 2002 BONDS

D. The Trustee and the Majority Bondholder are aware of certain defaults and Events of Default (as defined in the 2002 Bond Indenture) which have occurred from April 1, 2010 through the date of this Agreement and of certain defaults anticipated by the Corporation to occur during the period from the date of this Agreement through the Closing Date (as defined herein) due primarily to the Corporation’s failure to pay in full the principal and interest payments due on the 2002 Bonds. Pursuant to the terms of a Forbearance Agreement, dated July 24, 2018, by and between the Corporation and the Trustee (as amended, supplemented or otherwise modified from time to time, the “Forbearance Agreement”), the Trustee, at the request of the Corporation, agreed to forbear from exercising its rights and remedies under the 2002 Bond Indenture, one of which includes foreclosure proceeding leading to a sale of the Project, in exchange for certain agreements of the Corporation set forth therein. The Forbearance Agreement is scheduled to terminate on August 1, 2020.

E. As of October 1, 2019, 2002 Bonds in an aggregate principal amount of $15,455,000 remain outstanding. As of that same date, accrued and unpaid interest (including, interest on interest) of approximately $5,465,000 million remains outstanding. As of October 1, 2019, the outstanding balance of principal and interest due on the 2002 Subordinate Loans totals approximately $10,462,191 (the “Subordinated Debt”), for a total of approximately $31,382,191 of outstanding senior and subordinate Corporation debt obligations.

F. As of October 1, 2019, the Trustee had the following funds on deposit in the following funds and accounts, as each are described in the 2002 Bond Indenture: $205,862 in the Taxes and Insurance Fund, $44,001 in the Administrative Expense Fund, $471,486 in the Debt Service Account, $181,732 in the FF&E Fund, $0 in the FF&E PIP Account (defined herein), and $3,415 in the Debt Service Reserve Fund.

G. The Majority Bondholder owns $15,105,000 of the outstanding 2002 Bonds, representing approximately 97.7% of all 2002 Bonds. The remaining $350,000 of 2002 Bonds, approximately 2.3%, are owned generally by retail investors (referred to as the “Minority Bondholders”).

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PROPOSED RESTRUCTURING AND REFINANCING OF CORPORATION 2002 DEBT OBLIGATIONS

H. The Majority Bondholder and the Corporation intend to restructure the Corporation’s outstanding debt issued under the 2002 Bond Indenture and the Majority Bondholder intends to waive all existing events of default with respect to the 2002 Bonds, through a combination of refinancing a portion of the outstanding unpaid principal and interest on the 2002 Bonds and exchanging the Majority Bondholder’s remaining unpaid 2002 Bonds for new Series 2020B Bonds. In order to accomplish this restructuring, the Majority Bondholder proposes the following: (i) Majority Bondholder will lend to the Corporation additional capital of up to approximately $3,500,000 which will be funded from (x) a deferral of debt service payments otherwise due and payable to Bondholders of the 2002 Bonds and (y) additional amounts to be loaned to the Corporation by the Majority Bondholder, in order to finance the PIP (as defined herein) for the Project, (ii) the Hotel Operator and Corporation will seek to amend and extend the Project’s Franchise Agreement on terms reasonably acceptable to the Majority Bondholder, (iii) the Corporation will seek to amend and extend the Project’s Management Agreement with the Hotel Operator on terms reasonably acceptable to the Majority Bondholder, (iv) the Corporation will issue new Hotel Revenue Refunding Bonds, Senior Series 2020A (the “Senior Series 2020A Bonds”) and new Hotel Revenue Refunding Bonds, Senior Subordinate Series 2020B (the “Senior Subordinate Series 2020B Bonds”; together with the Senior Series 2020A Bonds, the “2020 Bonds”) in an aggregate original principal amount to be determined, (v) the Majority Bondholder shall cancel and forgive the unpaid amount of all past due principal and interest on the 2002 Bonds held by the Majority Bondholder that is not repaid from the proceeds of the Series 2020A Bonds in exchange for the Majority Bondholder receiving the Senior Subordinate Series 2020B Bonds, and (vi) the Subordinate Lenders will subordinate all Subordinated Debt obligations to the Series 2020 Bonds and, in some cases, reduce or discharge a portion of their outstanding Subordinated Debt obligations (the foregoing, together with any transactions incidental or undertaken in connection with the foregoing being hereinafter referred to, in their integrated entirety, as the “Bond Restructuring”).

I. The Majority Bondholder intends that the Bond Restructuring will finance approximately $3,500,000 of PIP costs to the Project, and will result in the cancellation of approximately $4,700,000 of principal amount of Series 2002 Bonds and unpaid accrued interest. The 2020 Subordinate Lenders are to maintain a secured subordinate loan position with respect to remaining amounts of Subordinated Debt.

J. It is intended that the terms of the 2020 Bonds and the revised Subordinated Debt will be substantially consistent with the existing 2002 Bonds and the existing Subordinated Debt in all material respects except as otherwise expressly set forth herein. Such documents are generally described in Exhibit A attached hereto.

K. The Trustee, the Corporation and the Majority Bondholder are parties to a certain Funding Agreement dated as of September 27, 2019 (as amended, supplemented or otherwise modified from time to time, the “Funding Agreement”) pursuant to which the Majority Bondholder loaned $300,000 to the Corporation for the purpose of refurbishing the Project in accordance with that certain Property Improvement Plan, dated as of July 16, 2019 (the “PIP”) and the Corporation and the Majority Bondholder also directed the Trustee to transfer from future Available Revenues

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certain monies that would otherwise have been deposited in the Debt Service Account to pay interest on the 2002 Bonds to a special account within the FF&E Fund to fund PIP expenditures (the “FF&E PIP Account”). Additionally, the Majority Bondholder agreed that in connection with the Bond Restructuring, the Minority Bondholders will be repaid all outstanding principal and accrued and unpaid interest up to the redemption date of such Minority Bondholder’s 2002 Bonds.

AGREEMENT

NOW, THEREFORE, in consideration of the above recitals, the covenants and agreements made herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:

ARTICLE I

____________________

Section 1.01. Definitions. Unless the context otherwise requires, the capitalized terms used in this Agreement, including the Recitals, and defined in this Section 1.01, shall, for all purposes of this Agreement, have the meanings herein specified or in the 2002 Bond Indenture.

“Agreement” means this Restructuring Agreement for Wenonah Park Properties, Inc. Revenue Bonds (Bay City Hotel Project) Series 2002.

“Bond Restructuring” has the meaning ascribed to it in the Recitals to this Agreement.

“Bondholders” means the owners of the Series 2002 Bonds.

“City” means the City of Bay City, Michigan.

“Closing Date” means the date on which the 2020 Bonds are issued and the Bond Restructuring is consummated.

“Corporation” means Wenonah Park Properties, Inc.

“Delinquent Interest” means the aggregate amount of interest accrued on the 2002 Bonds that remains unpaid.

“EDC” means The Economic Development Corporation of the City of Bay City.

“Final TIP Order” means with respect to the TIP Proceeding, approximately sixty (60) days following the filing and notice to Minority Bondholders and the bond market by a posting to the MSRB EMM Service (www.emma.msrb.org) (the “EMMA Service”) of the order obtained by the Trustee in the TIP Proceeding authorizing and directing the Trustee to, among other things, make the payments described in Sections 3.02 and 3.03 to the Minority Bondholders, provided that the order has not been appealed, stayed or vacated during the 60 day appeal period.

“Maturity Date” means a date which is no more than 30 years from the Closing Date.

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“Majority Bondholder” means Bay City Hotel, LLC, the majority bondholder owning approximately 97.7% of the outstanding 2002 Bonds.

“Minority Bondholder Payment Date” has the meaning ascribed to it in Section 3.02.

“Minority Bondholders” means the Bondholders, other than Majority Bondholder, representing approximately 2.3% of the outstanding 2002 Bonds holding $350,000 principal amount of 2002 Bonds.

“Official Statement” means the Corporation’s Official Statement to be used in connection with the offering and sale of the Series 2020 Bonds.

“Party” or “Parties” mean the Corporation, the EDC, the City, the Majority Bondholder, and the Trustee.

“Payment Confirmation” has the meaning ascribed to it in Section 3.02.

“Payment Instructions” has the meaning ascribed to it in Section 3.02.

“PIP” has the meaning ascribed to it in Recital K.

“Project” has the meaning ascribed to it in Recital A.

“Series 2020 Bonds” means collectively, the Senior Series 2020A Bonds and Senior Subordinate Series 2020B Bonds.

“Senior Series 2020A Bonds” has the meaning ascribed to it in Recital H.

“Senior Subordinate Series 2020B Bonds” has the meaning ascribed to it in Recital H.

“TIP Proceeding” has the meaning ascribed to it in Section 3.01.

“Trustee” means UMB Bank, National Association.

“2002 Bond Indenture” has the meaning ascribed to it in Recital A.

“2002 Bonds” means the outstanding Wenonah Park Properties, Inc. Revenue Bonds (Bay City Hotel Project) Series 2002 in the current outstanding principal amount of $15,455,000.

“2020 Bond Indenture” means the Indenture between the Corporation and the Trustee governing the Series 2020 Bonds.

“2020 Subordinate Lenders” means the EDC and the City.

Section 1.02. Internal References. All references herein to “Articles,” “Sections” and other subsections or subdivisions are to the corresponding Articles, Sections or subsections or subdivisions of this Agreement. The words “herein,” “hereof,” “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular article, section or subdivision hereof.

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ARTICLE II

ISSUANCE OF SERIES 2020 BONDS

Section 2.01. Issuance of Series 2020 Bonds. Subject to the negotiation and preparation of documents reasonably acceptable to the Corporation, the Majority Bondholder and the Trustee, and to the review and approval by the Corporation and the Majority Bondholder of the final sources and uses and economic terms of the 2020 Bonds, the Corporation will take the actions necessary and appropriate under the Act, its Articles of Incorporation and Bylaws to authorize and issue the tax-exempt Series 2020 Bonds as soon as practicable in an estimated original aggregate principal amount of $16,200,000 in accordance with a Projected Sources and Uses – Bond Restructure Schedule attached hereto as Exhibit C (the “Sources and Uses”). The Series 2020 Bonds will be sized based on existing net revenues generated by the Project, then prevailing market conditions and interest rates, relevant tax analysis, applicable legal or regulatory requirements and other factors. Proceeds from the Series 2020 Bonds will be used to pay off in full the 2002 Bonds held by the Minority Bondholders, if still outstanding and not previously paid off, to pay off a portion of the Series 2002 Bonds held by the Majority Bondholder and to the extent proceeds from the Senior Series 2020A Bonds do not fully paydown the existing principal and interest due on the 2002 Bonds held by the Majority Bondholder, the remaining unpaid obligations on the 2002 Bonds held by the Majority Bondholder will be cancelled in exchange for the Senior Subordinate Series 2020B Bonds that are supported by Hotel Available Revenues able to support the proposed 2020 Bond debt service. Senior Subordinate Series 2020B Bonds will be payable from 90% of the excess Hotel net operating income after payment of principal and interest on the Senior Series 2020A Bonds. The remaining 10% of the excess Hotel net operating income after payment of principal and interest on the Senior Series 2020A Bonds shall be used to pay 2002 Subordinate Loans. Subject to market conditions and federal tax law limitations, the Senior Series 2020A Bonds are expected to be issued with an effective interest rate that is lower than the 2002 Bonds and the Series 2020 Bonds are expected to have a 30-year term. The financing documents for the Senior Series 2020 Bonds will be substantially consistent with the existing financing documents for the 2002 Bonds in all material respects except as otherwise expressly set forth herein. Such terms and conditions may be subject to change pursuant to market conditions for debt service coverage, interest rates, federal tax law limitations and/or other legal or regulatory requirements but only upon receipt of the prior written consent of the Majority Bondholder, the Corporation, and the Trustee with respect to provisions impacting to the Trustee.

Section 2.02. Security for the Series 2020 Bonds. As security for the Senior Series 2020A Bonds, the Corporation will pledge to the Trustee the Total Net Revenues, together with other funds and accounts held by the Trustee under the 2020 Bond Indenture, substantially consistent with the liens and security interests securing the 2002 Bonds. As additional security for the Senior Series 2020A Bonds, the Corporation will grant a senior first lien mortgage on the Project in favor of the Trustee for the Senior Series 2020A Bonds.

The Senior Subordinate Series 2020B Bonds will be secured by a pledge of the Total Net Revenues subordinated only to the payment of principal and interest on the Senior Series 2020A Bonds. Additionally, the Senior Subordinate Series 2020B Bonds will have a senior first lien mortgage on the Project in favor of the Trustee subject to certain limitations set forth in Section 2.04.

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Section 2.03. Application of Senior Series 2020A Bond Proceeds. The estimated proceeds from the sale of the Series 2020A Bonds shall be used in the estimated amounts for the following purposes:

Interest Due Series 2002 Bondholders (through July 2020): $6,700,000*

Paydown of 2002 Bonds Held by Majority Bondholder: $7,640,000*

Paydown of 2002 Bonds Held by Minority Bondholders: $350,000*

Debt Service Reserve Fund: $960,000Restructuring Expenses/Costs of Issuance: $550,000Total Uses of Funds $16,200,000________________* Assuming the Minority Bondholder has not previously received full payment pursuant to Section

3.02(a) as a result of the TIP Proceeding, on the Closing Date Minority Bondholder will receive payment for outstanding principal and accrued and unpaid interest through the redemption date from Senior Series 2020A Bond proceeds.

Majority Bondholder acknowledges that the Bond Restructuring may generate proceeds insufficient to repay the 2002 Bonds held by the Majority Bondholder in full and that any remaining principal balance of 2002 Bonds, including unpaid accrued interest thereon, held by the Majority Bondholder upon issuance of the Senior Series 2020A, will be cancelled in exchange for the Majority Bondholder receiving the Senior Subordinate Series 2020B Bonds, as aforesaid.

Section 2.04. Events of Default. For Senior Series 2020A Bonds, events of default will be substantially similar to events of default set forth in the 2002 Bond Indenture. It is anticipated that an intercreditor agreement between the Trustee, on behalf of the Series 2020 Bondholders, and the Majority Bondholder, as the holder of the Senior Subordinated Series 2020B Bonds will be entered into whereby the Senior Subordinated Series 2020B Bonds bondholders will not be able to exercise remedies as long as the Senior Series 2020A Bonds remain outstanding. In the event that a foreclosure of the Project occurs, the Senior Series 2020A Bonds will be paid prior to any payment of the Senior Subordinate Series 2020B Bonds, however, the Senior Subordinate Series 2020B Bonds will be paid prior to the Subordinated Loans.

Section 2.05. Majority Bondholder’s Consent/Waiver. No later than five business days prior to the Closing Date, the Majority Bondholder for itself, and on behalf of its members, and their respective predecessors, successors, and assigns, shall deliver in favor of the Corporation a fully executed Consent, Acknowledgment, Release and Waiver (“Acknowledgment and Waiver”) with respect to the waiver, release, satisfaction and discharge of any and all claims, demands, causes of action, obligations, liabilities, losses, costs and expenses of every kind and nature, in equity or otherwise, known and unknown, suspected or unsuspected, and disclosed and undisclosed, arising from or relating in any way to: (a) the 2002 Bonds owned by the Majority Bondholder, the 2002 Bond Indenture and the transactions contemplated thereunder; (b) the receipt of the Senior Subordinate Series 2020B Bonds in lieu of a cash payment to discharge any unpaid principal and accrued interest related to its ownership of 2002 Bonds under the 2002 Bond Indenture; and (c) any deficiency in the Total Net Revenues generated by the issuance of the 2020 Bonds to repay the Senior Subordinate Series 2020B Bonds in full in cash.

Section 2.06. Instruction To Deliver Senior Subordinate Series 2020B Bonds. After receipt of the Acknowledgment and Waiver, the Corporation will instruct the Trustee to deliver to

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Majority Bondholder on the Closing Date the Senior Subordinate Series 2020B Bonds in full and complete satisfaction of and in exchange for the 2002 Bonds owned by the Majority Bondholder that are not to be redeemed and paid in full in accordance with Section 2.01 and to immediately thereafter cancel such 2002 Bonds.

Section 2.07. Delivery of Senior Subordinate Series 2020B Bonds. After receipt of Majority Bondholder’s 2002 Bonds and the Corporation’s instruction pursuant to Section 2.06, on the Closing Date, the Trustee shall approve and confirm the Majority Bondholder’s ownership of the 2002 Bonds, cancel the Majority Bondholder’s 2002 Bonds that will not be redeemed but exchanged for receipt of the Senior Subordinate Series 2020B Bonds, and deliver to the Majority Bondholder its Series 2020B Bonds, in certificated form.

Section 2.08. Majority Bondholder’s Representations and Covenants. The Majority Bondholder hereby represents, warrants and covenants that: (a) it is a sophisticated investor, (b) it will provide written notice to the Corporation when it begins to offer for sale any of its Senior Subordinate Series 2020B Bonds, (c) it will provide written notice to the Corporation of any pending sale(s) of the Senior Subordinate Series 2020B Bonds and disclose the principal amount being sold, and (d) in connection with any sale of any Senior Subordinate Series 2020B Bonds by Majority Bondholder or any affiliate, Majority Bondholder or the applicable affiliate shall not make any material misstatement or omission in connection with such sale.

ARTICLE III

PAYMENTS TO MINORITY BONDHOLDERS

Section 3.01. Commencement of TIP Proceeding. In contemplation of the closing of the transactions contemplated herein, and subject to consultation with and advice of the Corporation’s professional advisors, the Majority Bondholder and the Corporation hereby agree to and direct the Trustee to file a petition seeking instruction relating to the administration of a trust pursuant to Minn. Statute § 501C.0201-0208 (the “TIP Proceeding) in a court of competent jurisdiction in Minnesota to (i) obtain an order authorizing and directing the Trustee to make the payments to Minority Bondholders as described in Sections 3.02(a); (ii) redeem in full the 2002 Bonds owned by the Minority Bondholders pursuant to Section 3.02(b) of the 2002 Bond Indenture; (iii) carry out the other actions and responsibilities of the Trustee set forth herein; and (iv) take such further actions as are consistent with and reasonably necessary to effectuate the transactions contemplated by this Agreement. Once such order becomes a Final TIP Order, such order shall constitute the written notice to the Trustee of the Majority Bondholder and the Corporations’ elections to redeem the Minority Bondholders’ Outstanding 2002 Bonds on or after the effective date of the Final TIP Order, or such other date as the Corporation and Majority Bondholder agree upon, as required pursuant to Section 4.02 of the 2002 Bond Indenture, each in accordance with this Agreement and the Final TIP Order. The Corporation and Majority Bondholder agree that it is their intent to commence the TIP Proceeding as soon as practicable. The Corporation and the Majority Bondholder hereby agree that the cost of the TIP Proceeding shall constitute an Administrative Expense payable from amounts available in the Available Revenue Fund that the Trustee is hereby directed to deposit into the Administrative Expense Fund to pay the costs of the TIP Proceeding.

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Section 3.02. Redemption and/or Payment of Minority Bondholder 2002 Bonds.

(a) Upon receipt of the Final TIP Order, but prior to the Closing Date, the Majority Bondholder may decide to proceed with the payment to the Minority Bondholders of amounts sufficient to redeem the 2002 Bonds held by the Minority Bondholders. Majority Bondholder shall provide written notice to the Corporation and the Trustee regarding its election to proceed with payments to the Minority Bondholders in amounts sufficient to redeem such 2002 Bonds and the date on which it intends to make such payment to the Trustee (the “Minority Holder Payment Date”), which notice shall be provided on a date no less than 60 days prior to the Minority Holder Payment Date or such shorter period as shall be acceptable to the Trustee. Within (10) business days prior to the Minority Holder Closing Date, the Trustee shall calculate the amount necessary to satisfy in full the payment of all outstanding principal and accrued and unpaid interest owed on the 2002 Bonds held by Minority Bondholders (i.e., bonds not held by the Majority Bondholder)to the date fixed for redemption, with wiring instructions for such payment (the “Payment Instructions”). The Corporation and the Majority Bondholder agree to take the actions necessary to enable the Corporation and the Trustee to provide a conditional redemption notice to the Minority Bondholders holding 2002 Bonds no later than 30 days prior to the Minority Holder Payment Date. Assuming there are no Available Revenues in an amount which would otherwise flow into the Debt Service Account pursuant to Section 5.05 of the 2002 Bond Indenture that could be directed by the Corporation and the Majority Bondholder to make the redemption payment, the Majority Bondholder will provide the funds necessary to make the required payment to the Trustee. The Parties agree that the Majority Bondholder’s funding of amounts necessary to make the payments owed to the Minority Bondholders is intended to constitute a loan of such funds to the Corporation on and subject to the same economic terms as the 2002 Bonds, and shall be documented and secured as a parity bond obligation under any new indenture on the same level as the Senior Series 2020B Bonds at such time as the Bond Restructuring occurs. Immediately after the receipt of the payments as described in this Section 3.02, Trustee shall provide written confirmation by electronic mail (“Payment Confirmation”) to the Majority Bondholder that the Trustee is in receipt of sufficient funds to make the payments owed to the Minority Bondholders pursuant to the 2002 Bond Indenture and the Final TIP Order. On the Minority Holder Payment Date, the Trustee shall take the necessary and appropriate actions to remit the funds received pursuant to this Section 3.02(a) to DTC with instructions that the funds shall be paid to the Minority Bondholders to satisfy in full all obligations owed pursuant to the 2002 Bond Indenture and the Final TIP Order. In connection therewith or as soon as practicable thereafter, Trustee shall take the necessary and appropriate steps with DTC to confirm the 2002 Bonds of the Minority Bondholders are marked as paid in full or defeased.

(b) Assuming the Majority Bondholder does not proceed with a payoff and redemption of the 2002 Bonds held by the Minority Bondholders pursuant to Section 3.02(a) hereof, then alternatively, pursuant to Article III and IV of the 2002 Bond Indenture, on the Closing Date, the Trustee shall take the necessary and appropriate actions to redeem the 2002 Bonds held by the Minority Bondholders from proceeds of the Senior Series 2020A Bonds. Payment shall be made through DTC in the amount necessary to satisfy in full the outstanding principal and accrued and unpaid interest owed on the 2002

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Bonds held by Minority Bondholders to the date fixed for redemption. The Corporation and the Majority Bondholder hereby agree, that notwithstanding Section 4.02 of the 2002 Bond Indenture, the Trustee is hereby directed to provide a conditional redemption notice to the Minority Bondholders holding 2002 Bonds no later than 30 days prior to the Closing Date.

Section 3.03. Estimated Minority Bondholder 2002 Bonds Redemption Amount. For informational purposes only, as of October 1, 2019, the amounts that were due to Minority Bondholders with respect to their 2002 Bonds were as follows:

Maturity Date (4/1) CUSIP

Principal Amount

Delinquent Interest

As of 10/1/19

Total Principal and Delinquent

InterestAs of 10/1/19

2033 950667AA3 $350,000 $124,500 $474,500

Total $350,000 $124,500 $474,500

On either the Minority Holder Payment Date or the Closing Date, the Trustee shall take the necessary and appropriate actions to remit the funds it receives, to accomplish the redemption of the 2002 Bonds held by Minority Bondholders, to DTC with instructions that the funds shall be paid to the Minority Bondholders to satisfy in full all obligations owed to the Minority Bondholders pursuant to the 2002 Bond Indenture. In connection therewith or as soon as practicable thereafter, Trustee shall take the necessary and appropriate steps with DTC to confirm the 2002 Bonds held by Minority Bondholders are marked as paid in full or defeased.

Section 3.04. Suppression and DWAC of Majority Bondholder 2002 Bond Holdings. Majority Bondholder shall take the necessary and appropriate steps in sufficient time prior to either the Minority Holder Payment Date or the Closing Date, as applicable, to (a) suppress a portion of]its position of 2002 Bonds with DTC such that it will not receive any of the payments otherwise due the Minority Bondholders pursuant to Section 3.02 hereof; and (b) cause Majority Bondholder’s custodian, through its back office, to submit a request to DTC to withdraw Majority Bondholder’s position of 2002 Bonds (known as a Deposit Withdraw at Custodian or “DWAC”).

ARTICLE IV

SUBORDINATE LENDERS

Section 4.01. Agreement By 2020 Subordinate Lenders. Each of the EDC and the City hereby agree that the outstanding principal and accrued and unpaid interest due on their respective 2002 Subordinate Loans and the 2002 Subordinate Mortgages shall be restated as part of the restructuring and refinancing of the 2002 Bonds and the new restated loans and mortgages shall acknowledge and accept the terms of the Series 2020 Bonds and be subordinated to payment of principal and interest on the Series 2020 Bonds. The documentation for the restated subordinate loans and mortgages shall be substantially similar, other than outstanding loan amounts, to the documentation entered into in connection with the 2002 Bonds as set forth in Exhibit B.

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Section 4.02. Discharge of Foundation’s Subordinate Loan and Mortgage. The Foundation or its assignee, Bay Area Community Foundation, has, in exchange for receipt of $30,000 from the Majority Bondholder, taken action (i) to discharge and treat the $640,000 promissory note from the Corporation as paid in full, (ii) to discharge, release and terminate the Foundation’s 2002 subordinate mortgage and assignment of rents, and (iii) from any other public filings (including UCC fixture filings) and from all applicable public records.

ARTICLE V

PROPERTY IMPROVEMENT PLAN

Section 5.01. Refurbishment of the Conference Center Hotel. The Majority Bondholder and the Corporation desire to refurbish the Project by making improvements to the hotel lobby area, guest rooms, guest baths, conference rooms and common areas. The work contemplated by the PIP will be funded through a combination of Project net operating income available for payment of debt service but deferred by holders of the Series 2002 Bonds and Majority Bondholder loans deposited to the FF&E PIP Account held by the Trustee pursuant to separate funding agreements. All construction draws for the PIP will be distributed through the FF&E PIP Account upon receipt of a written direction submitted by the Majority Bondholder.

Section 5.02. Funding for Property Improvement Plan. The Corporation and the Majority Bondholder agree that the estimated sources of funding for approximately $3,500,000 of required PIP financing is set forth below:

(a) To be deposited into the FF&E PIP Account, loans from and by the Majority Bondholder in the estimated amount of $2,200,000, $300,000 of which has already been deposited by the Majority Bondholder in the FF&E Fund pursuant to the Funding Agreement; and

(b) To be deposited into the FF&E PIP Account, from Available Revenues that would otherwise be available and flow into the Debt Service Account an amount projected to be $1,300,000, approximately $1,085,000 of which has already been deposited in the FF&E Fund. To the extent that Available Revenues are not available to fund PIP costs, the Majority Bondholder will fund the remaining PIP costs in an amount equal to the amount by which remaining PIP costs exceeds such Available Revenues deposited in the FF&E PIP Account.

Section 5.03. Repayment of Majority Bondholder Contributions. Notwithstanding anything herein to the contrary, the Majority Bondholder is under no obligation to provide monies to fund the PIP costs unless and until applicable funding agreements have been entered into. The Corporation and the Subordinated Lenders agree that any loans made by the Majority Bondholder to fund PIP costs or to pay the Minority Bondholder redemption payment shall be documented as a loan of such funds to the Corporation on and subject to the same economic terms as the Series 2002 Bonds and shall be documented and secured as a parity obligation under the 2020 Bond Indenture on the same level as the Senior Series 2020B Bonds, provided the future debt service related to such contribution amount can be supportable by future Hotel Available Revenues, as determined in accordance with federal tax law, taking into account the total original principal

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amount of all 2020 Bonds . The portion of the Majority Bondholder loans that are not supported by future Hotel Available Revenues will be cancelled and forgiven by the Majority Bondholder.

ARTICLE VI

CHANGES TO HOTEL OPERATING AGREEMENT AND FRANCHISE AGREEMENT

Section 6.01. Hotel Operating Agreement. The Corporation and the Majority Bondholder agree that a new hotel operating agreement (the “New Hotel Operating Agreement”) will be negotiated and entered into with Hotel Investment Services, Inc. (“HIS”), the existing operator (the “Operator”). The New Hotel Operating Agreement will have a term of not to exceed 20 years and will generally have similar terms as the existing Hotel Operating Agreement, except that (i) there will be additional event of default provisions which will allow the Corporation and/or the Trustee to remove HIS upon occurrence of such events of default; and (ii) it is anticipated that, subject to Internal Revenue Service regulations, the Operator management fee will be based on a percentage of gross revenues of the Project and will not include a fixed fee to cover the franchise fees to be paid to Hilton Hotels Corporation or a Hilton subsidiary (“Hilton”). Such franchise fees will be treated as a pass-through cost to the Corporation.

Section 6.02. Franchise Agreement. The Corporation and the Majority Bondholder agree that a new franchise agreement will be entered into by and between HIS and Hilton (the “New Franchise Agreement”). The New Franchise Agreement will generally have similar terms as the existing Franchise Agreement, except that both the Corporation and the Trustee will be named as approved transferees of HIS’s interest in such agreement upon an event of default by HIS under the New Franchise Agreement or New Hotel Operating Agreement.

ARTICLE VII

GENERAL PROVISIONS

Section 7.01. Transaction Costs. The Corporation shall be responsible for paying in full, in accordance with and subject to the terms of this Agreement, from the net proceeds of the Series 2020 Bonds: (a) the Corporation’s costs, including those of its professionals in connection with the Bond Restructuring, including delivery of customary opinions (the Corporation hereby agreeing, upon written request of the Majority Bondholder, to provide information on the Bond Restructuring services to be provided to the Corporation by such professionals and the estimated reasonable cost for such services to the Majority Bondholder); (b) the Trustee’s reasonable, documented, out-of-pocket costs and expenses, including those of its professionals (other than amounts paid to the Trustee and its consultants and advisors from accounts held under the 2002 Bond Indenture); and (d) the Corporation’s outside bond and disclosure counsel fees. The Corporation shall, prior to engaging bond and disclosure counsel, receive from the respective professionals, fee and cost estimates through the Closing Date, which amounts shall be subject to Majority Bondholder approval, and if consented to, shall be paid by Corporation from the net proceeds of the Series 2020 Bonds at Closing. The Majority Bondholder shall not be responsible for funding transaction costs or any overrun costs related thereto.

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Section 7.02. Cooperation; Additional Documents. Each Party acknowledges that it may be necessary to execute documents other than those specifically referred to herein in order to complete the transactions contemplated by this Agreement. Therefore, the Parties each hereby agree to reasonably cooperate with each other by the execution of such other documents or the taking of such other action as may be reasonably necessary to complete the transactions in accordance with the intent of the Parties as evidenced in this Agreement.

Section 7.03. Change in Ownership; Assignment. Except as otherwise set forth in this Agreement, prior to the Closing Date, each Party shall not assign all or any part of this Agreement or any interest therein, or transfer any portion of their respective interests in the Project, the Subordinate Debt or 2002 Bonds, without the prior written approval of the Corporation and the Majority Bondholder. Notwithstanding this Section 7.03, Majority Bondholder may at any time sell or transfer all of its 2002 Bonds to an affiliate.

Section 7.04. No Third-Party Beneficiary. No person or entity shall acquire any rights or benefits as a third-party beneficiary under this Agreement.

Section 7.05. Notice and Communications Between the Parties. Any notice which a Party is required or may desire to give another Party shall be in writing and may be delivered (a) personally; (b) by United States registered or certified mail, postage prepaid; (c) by Federal Express or other reputable courier service regularly providing evidence of delivery (with charges paid by the Party sending the notice); or (d) by PDF or similar attachment to an e-mail; provided that such e-mail attachment shall be followed within one business day by delivery of such notice pursuant to clause (a), (b) or (c) above. Any such notice to a Party shall be addressed at the address set forth below (subject to the right of a Party to designate a different address for itself by notice similarly given). Service of any such notice or other communications so made shall be deemed effective on the day of actual delivery (whether accepted or refused) as evidenced by printed confirmation if by e-mail attachment (provided that if any notice or other communication to be delivered by e-mail attachment as provided above cannot be transmitted because of a problem affecting the receiving Party’s computer, the deadline for receiving such notice or other communication shall be extended through the next business day), as shown by the addressee’s return receipt if by certified mail, and as confirmed by the courier service if by courier; provided, however, that if such actual delivery occurs after 5:00 p.m., local time where received, or on a non-business day, then such notice or communication so made shall be deemed effective on the first business day after the day of actual delivery. Except as expressly provided above, no communications via electronic mail shall be effective to give any notice, request, direction, demand, consent, waiver, approval or other communications hereunder.

to Corporation: Wenonah Park Properties, Inc.c/o City of Bay City301 Washington Avenue Bay City, MI 48708E-mail: _________Attention: Mark Norton

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to Corporation’s Counsel: Honigman LLP2290 First National Building660 Woodward AvenueDetroit, MI 48226E-mail: rbarr@honigman.comAttention: Richard Barr

to Majority Bondholder: Saybrook Fund Investors, LLC501 Santa Monica Blvd., Suite 607Santa Monica, CA 90401Contact Name: Jon P. SchotzTelephone: 310-656-4281E-mail: jschotz@saybrookfundinvestors.com

Saybrook Fund Investors, LLC303 Twin Dolphin Dr., Suite 600

Redwood City, CA 94065Contact Name: Jeffrey M. WilsonTelephone: 650-632-4522E-mail: jwilson@saybrookfundinvestors.com

to Trustee: UMB Bank, National AssociationSuite 1400120 South Sixth StreetMinneapolis, MN 55402E-mail: Gordon.gendler&umb.comAttention: Gordon Gendler

to Trustee Counsel: Kutak Rock LLPSuite 30001801 California StreetDenver, CO 80202Email: michael.reppe@kutakrock.comAttention: Michael Reppe

to City: c/o City Manager’s Office301 Washington AvenueBay City, Michigan 48707

to EDC: c/o City Manager’s Office301 Washington AvenueBay City, Michigan 48707

Section 7.06. Representation of Parties in Favor of Corporation and Majority Bondholder. Each Party hereby represents the following to the Corporation and the Majority Bondholder for the purpose of inducing the Corporation and Majority Bondholder to enter into

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this Agreement and to consummate the transactions contemplated hereby, all of which shall be true as of the date hereof:

(a) Each Party has the legal power, right and authority to enter into this Agreement and the instruments and documents referenced herein to which each Party is a party, to consummate the transactions contemplated hereby, to take any steps or actions contemplated hereby, and to perform its obligations hereunder.

(b) All requisite action has been taken by each Party, and all requisite consents have been obtained in connection with entering into this Agreement and the instruments and documents referenced herein to which each Party is a party, and the consummation of the transaction contemplated hereby complies with all applicable laws, statutes, ordinances, rules and governmental regulations.

(c) This Agreement is duly executed by each Party and is valid and legally binding upon each Party and enforceable in accordance with its terms.

(d) The execution and delivery of this Agreement by each Party shall not, with due notice or the passage of time, constitute a default under or violate the terms of any indenture, agreement or other instrument to which each Party is a party.

Section 7.07. Corporation and City Authorization. The Corporation has the legal power, right and authority to act on behalf of itself and enter into this Agreement and to consummate the transactions contemplated hereby. The individuals executing this Agreement on behalf of the Corporation have the legal power, right and actual authority to bind the Corporation to the terms and conditions of this Agreement.

The City has the legal power, right and authority to act on behalf of itself, and enter into this Agreement and to consummate the transactions contemplated hereby. Pursuant to City Resolution No. _____, the City Commission authorized and directed the City Manager to execute this Agreement and any and all documents necessary to complete the transactions contemplated by this Agreement, and to make such modifications to this Agreement and the other City related transaction documents as are necessary to effectuate the purpose and intent of this Agreement.

Section 7.08. Modification of Agreement. Except as otherwise specifically noted in this Agreement, this Agreement may not be modified, changed, or supplemented, nor may any obligations hereunder be waived, except by written instrument signed by all Parties.

Section 7.09. Relationship of the Parties. Nothing contained in this Agreement shall be deemed or construed as creating a partnership, joint venture, or any other relationship between the Parties hereto other than as expressly specified in the provisions contained herein.

Section 7.10. Interpretation of Agreement. This Agreement has been negotiated at arm’s length and between persons sophisticated and knowledgeable in the matters addressed in this Agreement. In addition, each Party has been given the opportunity to consult with experienced and knowledgeable legal counsel. Accordingly, any rule of law or legal decision that would require interpretation of any ambiguities in this Agreement against the Party that has drafted it is

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not applicable and is hereby waived by the Parties. The provisions of this Agreement shall be interpreted in a reasonable manner to affect the purpose and intent of the Parties to this Agreement.

Section 7.11. Entire Agreement: Exhibits. This Agreement and the Exhibits A, B and C, each of which is incorporated herein by this reference, constitute the entire understanding and agreement of the Parties pertaining to the subject matter hereof. The Exhibits are as follows:

Exhibit A Series 2020 Bond Financing DocumentsExhibit B

Exhibit C

Existing Subordinate Loans and Subordinate Loan DocumentsProjected Sources and Uses

This Agreement integrates all of the terms and conditions mentioned herein or incidental hereto, and supersedes all negotiations or previous agreements, including term sheets, between the Parties with respect to all or any part of the subject matter hereof.

Section 7.12. Term. Upon execution of all Parties, this Agreement shall become effective on the date first written above, which shall be deemed the “date of this Agreement” for all purposes herein. This Agreement shall remain effective until the earlier of (i) August 1, 2020, or (ii) date on which all of the covenants herein provided are fully performed, satisfied or waived.

Section 7.13. Governing Law. This Agreement shall be governed by, interpreted under, construed and enforced in accordance with the laws of the State of Michigan (without regard to conflicts of laws).

Section 7.14. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same document. The delivery of an executed counterpart of this Agreement by PDF or similar attachment to an e-mail shall constitute effective delivery of such counterpart for all purposes with the same force and effect as the delivery of an original, executed counterpart.

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IN WITNESS WHEREOF, the parties execute this Agreement the day and year first written above.

WENONAH PARK PROPERTIES, INC.

By: _____________________________________Name:___________________________________Title:____________________________________

UMB BANK, N.A, as Trustee

By: _____________________________________Name:___________________________________Title:____________________________________

BAY CITY HOTEL, LLCBy Saybrook Municipal Opportunity Fund IV, L.P., its ManagerBy: Saybrook Fund Investors, LLC, its General Partner

By: _____________________________________Name: Jon P. SchotzTitle: Officer

CITY OF BAY CITY, MICHIGAN

By: _____________________________________Name:___________________________________Title:____________________________________

By: _____________________________________Name:___________________________________Title:____________________________________

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THE ECONOMIC DEVELOPMENT CORPORATION OF THE CITY OF BAY CITY

By: _____________________________________Name:___________________________________Title:____________________________________

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EXHIBIT A

SERIES 2020 BOND DOCUMENTS

1. Mortgage dated as of [July 1], 2020 made by the Corporation in favor of the Trustee, relating to the Mortgaged Property.

2. Security Agreement dated as of [July 1], 2020 made by the Corporation in favor of the Trustee.

3. Assignment of Rents dated as of [July 1], 2020 made by the Corporation in favor of the Trustee relating to the Mortgaged Property.

4. UCC-1 Financing Statements relating to the Liens created under the Series 2020 Bond Documents.

5. Indenture dated as of [July 1], 2020, by and between the Corporation and the Trustee.

6. Assignment Agreement dated as of [July 1], 2020 among the Corporation, the Trustee and the Hotel Operator.

7. Hotel Lockbox Agreement dated as of [July 1], 2020 among the Corporation, the Trustee and the Hotel Operator.

8. Hotel Operating Agreement dated as of [July 1], 2020 between the Corporation and Hotel Investment Services, Inc.

9. Franchise License Agreement dated as of [July 1], 2020 between the Hotel Operator and the Licensor (“Doubletree Hotel Systems, Inc., a subsidiary of Hilton Hotels Corporation).

10. Deposit Account Control Agreement dated as of [July __], 2020 among the Trustee, the Corporation, the Hotel Operator and [PNC Bank, National Association.]

11. [Asset Management Agreement dated as of [July 1], 2020 between the Corporation and REDICO Management, Inc.

12. Title Insurance.

13. Amendment to Lease dated May 1, 2001 between the City and the Corporation.

14. The Corporation Series 2020 Bond Authorization Resolution.

15. Preliminary and Final Official Statements for the Series 2020 Bonds.

16. Subordination and Intercreditor Agreement dated as of [July 1, 2020] by and between the Trustee, the Corporation, the City and EDC.

17. Subordination and Intercreditor Agreement dated as of [July 1, 2020] by and between the Trustee and the Majority Bondholder as owner of the Senior Subordinate Series 2020B Bonds.

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18. Documentation substantially similar to the documents set forth in Exhibit B to be entered into by the 2020 Subordinate Lenders.

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EXHIBIT B

SUBORDINATE LOANS AND SUBORINATE LOAN DOCUMENTS

1. $2,755,000 Subrecipient Agreement with the City of Bay City.

Related Documentation: Subrecipient Agreement, Subordinate Mortgage-City, Assignment of Rents-City ad Security Agreement-City

2. $4,000,000 loan provided by The Economic Development Corporation of the City of Bay City.

Related Documentation: Amended and Restated Promissory Note, Loan Agreement, Subordinate Mortgage-EDC, Assignment of Rents-EDC, and Security Agreement-EDC

3. Subordination and Intercreditor Agreement dated as of September 1, 2002 by and between the Trustee, as successor to National City Bank of Michigan/Illinois, the Corporation, the Foundation and EDC.

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EXHIBIT C

PROJECTED SOURCES AND USES – BOND RESTRUCTURE SCHEDULE1

SOURCES: Series 2020 A Bonds - new issuance $ 13,600,000 Series 2020 B Bonds - new issuance 2,600,000 Total Series 2020 Bonds $ 16,200,000 USES: Principal Paydown of 2002 Bonds - Majority Bondholder $ 7,640,000 Accrued Interest - Majority Bondholder - estimated balance through July 2020 6,548,269 Principal - Minority Bondholder 350,000 Interest - Minority Bondholder 151,731 Debt Service Reserve Funding Account to be Established with New Bonds 960,000 Estimated Restructuring Expenses - Cost of Issuance 550,000 Total Uses $ 16,200,000

1 The projected sources and uses are subject to prevailing market conditions and interest rates, relevant tax analysis, applicable legal or regulatory requirements and other factors.