MAD RIVER GLEN COOPERATIVE

SINGLE CHAIR FINANCE COMMITTEE

MINUTES OF MEETING – Final

September 28, 2005

A meeting of the Single Chair Finance Committee of the Mad River Glen Cooperative was convened at 11:30 AM on September 28, 2005 via teleconference.

Present at the meeting were Permanent Committee Members Leigh Michl, Geordie Hall, Al Russell, Charlie Tipper, Deri Meier, and Jamey Wimble.Eric Friedman joined for a portion of the call

call to order:

Mr. Hall called the meeting to order at 11:30 AM.

Backup Financing:

Mr. Wimble reported on the progress of his effort to secure backup debt financing to cover any shortfall in fundraising or to offset the effect of multiyear pledges, if any.

<![if !supportLists]>·         <![endif]>Mr. Wimble has identified a bank willing to provide a commitment for a long term loan.He indicated that, for loans up to $1 million, there was no commitment fee and reduced documentation and bank due diligence, as compared to loans above that amount.

<![if !supportLists]>·         <![endif]>The Committee unanimously recommended that the Co-op board of trustees authorize Mr. Wimble to enter into commitment for a loan of up to $1 million.The Committee further recommended that the term of the long be as long as possible (e.g., 20 years), that there be no prepayment penalties or commitment fees, and that the interest rate should be fixed.

<![if !supportLists]>·         <![endif]>Mr. Wimble and Mr. Meier agreed to research the issue of subordination of the present shareholder bonds (currently $90K) to this loan as well as the terms of the intercreditor agreement that would be required by the bank.

Project Cost Estimate/Schedule:

Mr. Wimble expected to have an updated cost estimate of the project in mid November.He expressed concern that hurricane reconstruction efforts would raise the price of raw materials and, potentially, other costs.

However, Messrs. Wimble and Hall indicated that there was no information or issues that would delay the Single refurbishment from the Summer 2006 timeline.The Committee members noted that the SCFC had not identified any issues that would delay the project from the Summer 2006 timeline.

Non-Profit Matters:

Mr. Michl indicated that he had held conversations with the Stark Mountain Foundation to determine the conditions and extent to which the Foundation could make a grant to the Co-op for the historic rebuild of the Single.Mr. Michl indicated that the Foundation had engaged an accounting expert to get more insight into these questions.

The Committee unanimously recommended that the Co-op seek to engage its own accounting expert to research other matters related to tax deductible donations to the project such as the fair market value of the old chairs and whether donations made directly to the Co-op for this project could be deductible.

Mr. Michl agreed to draft an engagement letter, to be reviewed by the Committee.

Mr. Tipper indicated that the Preservation Trust of Vermont had provided a $250 grant (50% of the cost) to the Co-op to document the historic and cultural significance of the Single Chair.Mr. Hall offered to contact the SMF to see if they would be willing to provide a grant for the remaining 50%.Mr. Wimble indicated that this “resource identification study” had already begun.

Chair Disposition Process:

The Committee discussed the issue of the process by which the Co-op would dispose of the old chairs.It was recognized that some number of chairs would be needed for marketing purposes.It was further recognized that shareholders should have preference in obtaining the remaining chairs, provided that the Co-op obtained fair value. The actual disposition process would be determined at a later date, or by a special subcommittee.

Other Fundraising Resources:

Mr. Wimble reported that the Co-op had contracted for part-time assistance to facilitate the Co-op’s fundraising market study.The Committee further agreed to seek qualified grant writers who could assist in making grant requests for the project.However, the Committee noted that a grant writer would not be engaged until the outcome of the market study was known.

Adjournment:

There being no further business, the Committee adjourned at 12:35 PM.

Respectfully submitted, Leigh Michl

<![if !vml]><![endif]>

A true record.

ATTEST:__________________________________________

Leigh Michl