Harbor Bancorp & Subsidiaries - Page 6

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          (Stubbeman).  Mr. Newman (and thereafter Stubbeman) acted as                
          special tax counsel and underwriter's counsel on the Whitewater             
          and Ironwood bond issues.  Mr. Newman prepared the Bond documents           
          used in the Whitewater and Ironwood deals.  It is customary for             
          bond counsel to draft, disseminate, and revise all documents                
          needed to bring about the issuance of a tax-exempt bond.  In this           
          case, however, Stubbeman assumed that responsibility inasmuch as            
          it was preparing several sets of similar documents for a number             
          of other bond transactions to be issued at the same time as the             
          Whitewater and Ironwood bonds.                                              
               The plan that was developed contemplated that two firms--              
          Donaldson, Lufkin & Jenrette Securities (DLJ) and Drexel,                   
          Burnham, Lambert, Inc. (Drexel)--would be the underwriters on the           
          Whitewater and Ironwood bond issues.  Ira McCown, an investment             
          banker at DLJ, was deeply involved in bringing the Whitewater and           
          Ironwood bonds to market.  The Interfirst Bank of Houston would             
          be trustee for the bondholders.  The financing plan further                 
          contemplated that the Housing Authority would issue the Bonds and           
          then lend the Bond proceeds to a developer, in exchange for a               
          developer note.  The Housing Authority would then assign the                
          developer note to the Trustee bank.  The developer would make               
          payments on its note to the Trustee bank.  The developer would              
          use the Bond proceeds, which were to be in a "developer loan                
          fund", to construct the projects.                                           






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Last modified: May 25, 2011