MT. ORAB AUTOMALL NEW ISSUE-BOOK-ENTRY ONLY

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1 MT. ORAB AUTOMALL NEW ISSUE-BOOK-ENTRY ONLY RATING: NOT RATED Interest on the Bonds is not excludable from gross income for federal income tax purposes, but in the opinion of Keating Muething & Klekamp PLL, interest on the Bonds, the transfer thereof and any profit made on their sale, exchange or other disposition, are exempt from the Ohio personal income tax, the Ohio commercial activity tax, the net income base of the Ohio corporate franchise tax, municipal, school district, and joint economic development district income taxes in Ohio. See "TAX MATTERS." $11,415,000 MT. ORAB PORT AUTHORITY TAXABLE LEASE REVENUE BONDS, SERIES 2015 (MT. ORAB AUTOMALL PROJECT) MATURITY SCHEDULE Year (December 1) Amount Rate Price CUSIP 2024 $460, % AC $490, % AD $515, % AE4 $2,595, % Term Bond due December 1, 2023 Price: CUSIP: AB0 $1,745, % Term Bond due December 1, 2029 Price: CUSIP: AF1 $5,610, % Term Bond due December 1, 2036 Price: CUSIP: AA2 Dated: Date of Delivery The Bonds are being issued by the Mt. Orab Port Authority (the "Issuer") for the purpose of (i) financing a portion of the costs of the acquisition, construction and equipping of multiple (projected to be a total of four or five) automobile dealerships as part of an automall concept (the Project ) for lease to Jomachloe Mt. Orab, LLC (the Lessee ); (ii) funding a debt service reserve; (iii) funding capitalized interest; and (iv) paying the costs of issuing the Bonds. The Bonds are secured by a Trust Indenture, dated as of July 1, 2015 (the "Indenture"), between the Issuer and The Huntington National Bank, as trustee (the "Trustee"). The Bonds are limited obligations of the Issuer, payable solely from the trust estate pledged under the Indenture, which consists principally of the revenues derived under the Lease (defined herein) and the related promissory note of the Borrower and of amounts in, or required to be deposited in, certain funds and accounts held by the Trustee under the Indenture, as described herein. The Bonds are also secured by an Open-End Mortgage (Leasehold), Assignment of Leases and Rents, and Security Agreement, dated the date of the delivery of the Bonds, from the Lessee to the Trustee, as described herein and by a Guaranty Agreement, dated as of the date of delivery of the Bonds, (the Guaranty ) from Beechmont Ford, Inc. (the Corporate Guarantor ) and from Mark Williams (the Individual Guarantor ), also as described herein. Interest on the Bonds is payable semiannually on June 1 and December 1 in each year, commencing December 1, The Regular Record Date for the Bonds is the close of business on the fifteenth day of May or November, as applicable, immediately preceding an Interest Payment Date. The Bonds may be issuable in denominations of $100,000 and any integral multiple of $5,000 in excess thereof. See "THE BONDS - General" herein. The Bonds are available only in global book-entry form, registered in the name of Cede & Co., as registered owner and nominee for The Depository Trust Company, New York, New York ("DTC"), which will act as securities depository for the Bonds. So long as the Bonds are registered in the name of Cede & Co., payment of the principal of, premium, if any, and interest on the Bonds will be made by the Trustee to DTC. Disbursements of such payments to DTC's Participants is the responsibility of DTC, and disbursement of such payments to beneficial owners is the responsibility of DTC's Direct Participants and Indirect Participants, as described herein under the caption "THE BONDS - Book-Entry Only System." Purchasers of the Bonds will not receive physical delivery of bond certificates representing their ownership interests in the Bonds. The Bonds are subject to optional and mandatory redemption prior to maturity as set forth herein. The Bonds will mature as shown on the inside cover. THE BONDS ARE NOT GENERAL OBLIGATIONS AND ARE NOT SECURED BY THE FULL FAITH AND CREDIT OR TAXING POWER NOR ARE THEY PAYABLE FROM ANY OF THE GENERAL FUNDS OR ASSETS OF THE ISSUER, THE VILLAGE OF MT. ORAB, OHIO, THE COUNTY OF BROWN, OHIO, THE STATE OF OHIO OR ANY OTHER GOVERNMENTAL AUTHORITY OR POLITICAL SUBDIVISION. THE BONDS ARE PAYABLE ONLY FROM FUNDS PLEDGED TO SECURE THE BONDS PURSUANT TO THE INDENTURE. This cover page contains certain information for quick reference only. It is not a summary of this issue. Investors must read the entire Limited Offering Memorandum to obtain information essential to the making of an informed investment decision. The Bonds are offered when, as and if issued and received, subject to the approval as to their legality by Keating Muething & Klekamp PLL, Cincinnati, Ohio, Bond Counsel, and certain other conditions. Certain legal matters will be reviewed for the Lessee by Robbins, Kelly, Patterson & Tucker, Cincinnati, Ohio, and for the Issuer by Richard L. Goettke, Esq., Blanchester, Ohio. It is anticipated that the Bonds in definitive form will be available for delivery in Cincinnati, Ohio, on or about August 17, Dated: August 11, 2015 FirstSouthwest

2 Certain of the information set forth herein has been obtained from the Issuer, the Lessee, the Corporate Guarantor, and the Individual Guarantor and other sources which are believed to be reliable. Such information is not guaranteed as to accuracy or completeness and is not to be construed as a representation by the Underwriter. The information and expressions of opinion herein are subject to change without notice and neither delivery of this Limited Offering Memorandum nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the Issuer, the Lessee, the Corporate Guarantor or the Individual Guarantor since the date hereof. This Limited Offering Memorandum is submitted in connection with the sale of the Bonds and may not be reproduced or used, in whole or in part, for any other purpose. No person has been authorized to give any information or to make any representations other than those contained in this Limited Offering Memorandum in connection with the offering made hereby and, if given or made, such information or representations must not be relied upon as having been authorized by the Issuer, the Lessee or the Underwriter. Neither the delivery of this Limited Offering Memorandum nor any sale hereunder shall under any circumstances create any implication that there has been no change in the affairs of the Issuer, the Lessee, the Corporate Guarantor or the Individual Guarantor since the date hereof. This Limited Offering Memorandum does not constitute an offer or solicitation in any jurisdiction in which such offer or solicitation is not authorized, or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such offer or solicitation. Certain statements in this Limited Offering Memorandum, which may be identified by the use of such terms as plan, project, expect, estimate, budget or other similar words, constitute forward-looking statements. Such forward-looking statements refer to the achievement of certain results or other expectations or performance which involve known and unknown risks, uncertainties and other factors. These risks, uncertainties and other factors may cause actual results, performance or achievements to be materially different from any projected results, performance or achievements described or implied by such forward-looking statements. The Issuer and the Lessee do not plan to issue updates or revisions to such forward-looking statements if or when its expectations, or events, conditions or circumstances on which such statements are based, occur, or if actual results, performance or achievements are materially different from any results, performance or achievements described or implied by such forward-looking statements. The descriptions of the terms and conditions of the agreements contained in this Limited Offering Memorandum are brief summaries of certain provisions of such agreements. They do not purport to be complete and are qualified in their entirety by reference to the complete and final text of such agreements and should be reviewed carefully before a decision is made to purchase the Bonds. THE BONDS HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED AND THE INDENTURE HAS NOT BEEN QUALIFIED UNDER THE TRUST INDENTURE ACT OF 1939, AS AMENDED, IN RELIANCE UPON AN EXEMPTION CONTAINED IN SUCH ACTS. THE ORDER AND PLACEMENT OF MATERIALS IN THIS LIMITED OFFERING MEMORANDUM, INCLUDING THE APPENDICES, ARE NOT TO BE DEEMED TO BE A DETERMINATION OF RELEVANCE, MATERIALITY OR IMPORTANCE, AND THIS LIMITED OFFERING MEMORANDUM, INCLUDING THE APPENDICES, MUST BE CONSIDERED IN ITS ENTIRETY. THE OFFERING OF THE BONDS IS MADE ONLY BY MEANS OF THIS ENTIRE LIMITED OFFERING MEMORANDUM. IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE ISSUER, THE LESSEE, THE CORPORATE GUARANTOR AND THE INDIVIDUAL GUARANTOR AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THE BONDS HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR

3 HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR COMPLETENESS OF THIS LIMITED OFFERING MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY MAY BE A CRIMINAL OFFENSE. The Trustee has neither participated in the preparation of, nor reviewed, this Limited Offering Memorandum.

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5 TABLE OF CONTENTS SUMMARY OF THE LIMITED OFFERING MEMORANDUM... ii INTRODUCTION... 1 THE BONDS... 2 General... 2 Relation to TIF Bonds... 3 Redemption Provisions... 3 Transfer and Exchange... 6 Replacement... 6 Book-Entry Only System... 7 THE ISSUER... 9 THE PROJECT General Construction Contract; Construction Costs Contractor Projections of Lessee THE LEASE General Amounts Payable Under the Lease; Net Provisions Maintenance Insurance Assignment and Subleasing Casualty and Condemnation Events of Default Purchase Option ESTIMATED BOND SOURCES AND USES OF FUNDS SECURITY AND SOURCES OF PAYMENT FOR THE BONDS General Pledge of Trust Estate Lease Rental Payments Indenture Funds Mortgage Guaranty CERTAIN RISK FACTORS ELIGIBILITY FOR INVESTMENT TAX MATTERS CERTAIN LEGAL MATTERS LITIGATION CONTINUING DISCLOSURE RATING UNDERWRITING BONDS ARE LIMITED OBLIGATIONS OF ISSUER MISCELLANEOUS Appendix A: Beechmont Ford, Inc. Dealer Financials Appendix B: Mark Williams Personal Financial Statement as of December 9, 2014 Appendix C: Lessee Projections for Mt. Orab Ford and Chrysler Dodge Jeep Ram Appendix D: Project Site Map Appendix E: Proposed Form of Opinion of Bond Counsel Page i

6 SUMMARY OF THE LIMITED OFFERING MEMORANDUM The following is a summary of certain of the detailed information, including the Appendices, contained elsewhere in this Limited Offering Memorandum. This summary is not intended to be complete and is qualified in its entirety by reference to the detailed information, including the Appendices, contained elsewhere in this Limited Offering Memorandum and to the Bond Documents (defined herein) which shall be available from the Underwriter during the offering period and thereafter from the Issuer. The Issuer The Mt. Orab Port Authority (the "Issuer") is a port authority and a body corporate and politic of the State of Ohio, organized and existing under the laws of the State of Ohio (the "State"), including Sections through , Ohio Revised Code, as amended (the "Act"). The Bonds are authorized and issued by the Issuer pursuant to the authority of Article VIII, Section 13 of the Ohio Constitution and the Act, and pursuant to a resolution adopted by the Board of Directors of the Issuer on June 4, 2015 (the "Bond Legislation"). Pursuant to the Act, the Issuer is authorized to use the proceeds of the Bonds for the purposes set forth in the Bond Legislation, and to secure the Bonds by the Indenture and an assignment of payments to be received under the Lease (defined herein). The Issuer is only responsible for the information in this section and the information relating to the Issuer under the headings "THE ISSUER" and "LITIGATION" and is not responsible for and does not certify the accuracy or sufficiency of the disclosures made herein or any other information provided by the Lessee, the Corporate Guarantor, the Individual Guarantor, the Underwriter or any other person. The Bonds The Mt. Orab Port Authority Taxable Lease Revenue Bonds, Series 2015 (Mt. Orab Automall Project) in the aggregate principal amount of $11,415,000 (the "Bonds") are being issued by the Issuer pursuant to a Trust Indenture, dated as of August 1, 2015 (the "Indenture"), by and between the Issuer and The Huntington National Bank, as trustee (the "Trustee"). The Bonds will be delivered in book-entry only form through the facilities of The Depository Trust Company, New York, New York. The proceeds from the sale of the Bonds will be used to acquire, construct and equip the Project for lease to Jomachloe Mt. Orab, LLC (the "Lessee") pursuant to a Lease, dated as of August 1, 2015 between the Issuer and the Lessee. The Lessee is a bankruptcy-remote, singlepurpose, limited liability company, established under the laws of the State of Ohio. The Lessee's sole purpose is to facilitate the development of the Project (defined herein). The Project The costs of the Project are expected to be paid from the proceeds of the Bonds. The Project consists of the acquisition of approximately acres of vacant land in Brown County, Ohio, and the construction therein of multiple automobile dealerships therein all for lease to the Lessee. The first part of the Project will be the relocations of Peebles Chrysler Dodge Jeep Ram currently located in Adams County, Ohio, and Mt. Orab Ford currently located in the Village of Mt. Orab, Ohio. ii

7 SUMMARY OF THE LIMITED OFFERING MEMORANDUM, continued Cincinnati United Contractors (the "Contractor") is the general contractor for the Project. See "THE PROJECT - Contractor." The Lessee and the Contractor have entered into a design build, fixed price contract for the construction of the Project. The Contractor has obtained all permits required in connection with the construction of the Project. Construction of the Project is anticipated to be completed by June 1, See "THE PROJECT." The Lease The Project will be leased to the Lessee for a term of approximately 20 years pursuant to the Lease. Pursuant to the Lease, the Lessee has agreed to pay rentals in consideration of the right of the Lessee to use the Project during the term of the Lease, in amounts which are calculated to be at least equal to the debt service payments due on the Bonds, plus certain other payments to be paid to the Issuer. See "THE LEASE" and "CERTAIN RISK FACTORS." Guaranty The payment of debt service payments due on the Bonds has been jointly and severally guaranteed by Beechmont Ford, Inc. and Mark Williams. Mark Williams is the principal owner of the Lessee and Beechmont Ford, Inc. Security and Sources of Payment for the Bonds The Bonds will be special obligations and not general obligations of the Issuer. The Bonds will not constitute or give rise to any pecuniary liability of the Issuer, the Village of Mt. Orab, the County of Brown or the State of Ohio or a charge against their respective general credit or taxing powers. No holder of any Bond will have the right to demand payment of the principal thereof or interest or any premium thereon from any funds to be raised from taxation or from any sources of revenue other than those expressly pledged to the payment of the Bonds. See "SECURITY AND SOURCES OF PAYMENT FOR THE BONDS." To further secure the Bonds, the Lessee and the Trustee will enter into an Open-End Mortgage (Leasehold), Assignment of Leases and Rents, and Security Agreement, dated the date of delivery of the Bonds (the "Mortgage"), assigning to the Trustee the Lease (with subordination of the fee title by the lessor) and granting a security interest to the Trustee in the Facility and all of the Lessee's property located in or on any part of the Project or the Project Site. See "SECURITY AND SOURCES OF PAYMENT FOR THE BONDS - Mortgage." Payment of debt service on the Bonds is jointly and severally guaranteed by the Corporate Guarantor and the Individual Guarantor. See SECURITY AND SOURCES OF PAYMENT FOR THE BONDS Guaranty. The Individual Guarantor, Mark Williams, is the owner and operator of the Corporate Guarantor, Beechmont Ford, Inc. as well as Lawrenceburg Chevrolet, Mt. Orab Ford and Peebles Chrysler Jeep Dodge Ram. His estimated personal net worth as of December 9, 2014, according to the personal financial statements presented by his counsel to the Underwriter was $37,960,000. See Appendix B hereto. Beechmont Ford, Inc., the Corporate Guarantor, founded in 1970, has been the top selling Ford dealership in the Greater Cincinnati area for 18 of the last 19 years. See Appendix A hereto. iii

8 SUMMARY OF THE LIMITED OFFERING MEMORANDUM, continued Certain Risk Factors A number of risk factors may affect the ability of the Lessee to make payments under the Lease. See "CERTAIN RISK FACTORS." Prospective investors in the Bonds should review all of the information in this Limited Offering Memorandum prior to purchasing any of the Bonds. Redemption The Bonds are subject to optional redemption by the Issuer prior to maturity on or after December 1, 2023 at par, plus accrued interest thereon to the date set for redemption. The Bonds are subject to mandatory sinking fund redemption by the Issuer prior to maturity as described herein. See "THE BONDS - Mandatory Sinking Fund Redemption." The Bonds are also subject to extraordinary redemption from net proceeds of a casualty, eminent domain or upon the occurrence of certain other events. See "THE BONDS - Redemption Provisions." Tax Treatment of Interest on the Bonds Interest on the Bonds is not excludable from gross income for federal income tax purposes, but interest on the Bonds, and any profit made on their sale, exchange or other disposition, are exempt from the Ohio personal income tax, the Ohio commercial activity tax, the net income base of the Ohio corporate franchise tax and municipal, school district, and joint economic development district income taxes in Ohio. See "TAX MATTERS." Appendices Certain information regarding the Corporate Guarantor is set forth as Appendix A and for the Individual Guarantor as Appendix B. Lessee Projections for Mt. Orab Ford and Chrysler Dodge Jeep Ram are set forth as Appendix C. A Project Site Map is set forth as Appendix D. The proposed form of opinion of Bond Counsel is set forth in Appendix E. [Remainder of Page Intentionally Left Blank] iv

9 LIMITED OFFERING MEMORANDUM $11,415,000 MT. ORAB PORT AUTHORITY TAXABLE LEASE REVENUE BONDS, SERIES 2015 (MT. ORAB AUTOMALL PROJECT) INTRODUCTION The purpose of this Limited Offering Memorandum, which includes the cover page, Table of Contents, Summary of this Limited Offering Memorandum and the Appendices hereto, is to provide certain information concerning the sale and delivery by the Mt. Orab Port Authority (the "Issuer") of its Taxable Lease Revenue Bonds, Series 2015 (Mt. Orab Automall Project) (the "Bonds"). The proceeds of the Bonds will be used to (i) finance a portion of the costs of acquiring, constructing and equipping the Project, as hereinafter defined, (ii) fund a debt service reserve for the Bonds, and (iii) pay the costs of issuing the Bonds. The Issuer will lease the Project to Jomachloe Mt. Orab, LLC (the "Lessee") pursuant to a Lease Agreement, dated as of August 1, 2015 (the "Lease"), between the Issuer and the Lessee. The Project consists of the acquisition of acres of vacant land (the Project Site ) and the construction and equipping therein of multiple (projected to be four or five starting with two) automobile dealerships as part of an automall concept. The first two dealerships that will be relocated to the Project Site will be Peebles Chrysler Dodge Jeep Ram and Mt. Orab Ford. The Project Site and the Project are sometimes referred to herein as the Facility. The Lease between the Issuer and the Lessee is for an initial term that is coterminous with the Bonds. The rentals payable under the Lease ("Rental Payments"), together with other amounts available under the Indenture, are calculated to be sufficient at a minimum to pay debt service on the Bonds, plus certain other payments payable by the Lessee. The Bonds are being issued pursuant to a Trust Indenture, dated as of August 1, 2015 (the "Indenture"), by and between the Issuer and The Huntington National Bank, as trustee (the "Trustee"). Under the Indenture, the Issuer has pledged (a) the Lease, including all rental payments payable by the Lessee thereunder, (b) all other moneys received or to be received by the Issuer or the Trustee in respect of repayment of the Bonds, in including, without limitation, moneys and investments in the funds established under the Indenture, and (c) all income and profit from the investment of the foregoing moneys. To further secure the Bonds, the Lessee and the Trustee will enter into an Open-End Mortgage (Leasehold), Assignment of Leases and Rents, and Security Agreement, dated the Closing Date (the "Mortgage"), assigning to the Trustee the Lease, subordinating the Issuer s fee title to the lien of the Mortgage, and granting a security interest to the Trustee in all of the Lessee s interests in the Project and the Project Site. See "SECURITY FOR THE BONDS Mortgage" herein. In addition, Beechmont Ford, Inc. (the Corporate Guarantor ) and Mark Williams (the Individual Guarantor ) have jointly and severally guaranteed to the Trustee the prompt payment

10 of principal of and interest on the Bond including payment of all accrued interest and principal in the event that the Bonds are accelerated upon default pursuant to the Guaranty. See SECURITY FOR THE BONDS Guaranty herein. As used herein, the term "Bond Documents" includes, without limitation, the Bonds, the Indenture, the Lease, the Guaranty, the Mortgage, and any and all other documents which the Issuer, the Lessee, the Individual Guarantor, the Corporate Guarantor or any other party or parties or their representatives, have executed and delivered, or hereafter may execute and deliver, to evidence or secure the Bonds or any part thereof, or in connection therewith, together with any and all supplements thereto. Capitalized terms not otherwise defined in this Limited Offering Memorandum shall have the meanings assigned to them under the respective Bond Documents. The Bonds will be issued and held in book-entry only form by The Depository Trust Company ("DTC"), or its nominee, as securities depository with respect to the Bonds. The Bonds are subject to optional and mandatory redemption prior to maturity. See "THE BONDS - Redemption Provisions" herein. THE BONDS ARE NOT GENERAL OBLIGATIONS AND ARE NOT SECURED BY THE FULL FAITH AND CREDIT OR TAXING POWER NOR ARE THEY PAYABLE FROM ANY OF THE GENERAL FUNDS OR ASSETS OF THE ISSUER, THE VILLAGE OF MT. ORAB, OHIO, THE COUNTY OF BROWN, OHIO, THE STATE OF OHIO OR ANY OTHER GOVERNMENTAL AUTHORITY OR POLITICAL SUBDIVISION. THE BONDS ARE PAYABLE ONLY FROM FUNDS PLEDGED TO SECURE THE BONDS PURSUANT TO THE INDENTURE. GENERAL THE BONDS The Bonds will be dated the date of their delivery (the "Closing Date"), and will mature and bear interest (from the date of initial delivery) on the dates and at the rates set forth on the cover page hereof. Interest on the Bonds will be payable semiannually on June 1 and December 1 of each year, commencing December 1, Interest on the unpaid and outstanding principal amount of the Bonds shall, with respect to any such Bond, be computed by multiplying the unpaid and outstanding principal amount of such Bond by the rate of interest applicable to such Bond (on the basis of a 360-day year consisting of twelve 30-day months). The Bonds are issuable in fully registered from in authorized denominations of $100,000 and any $5,000 integral multiple in excess thereof ("Authorized Denominations"). The Bonds initially will be issued in book-entry form without any physical distribution of certificates made to the Owners thereof. The Depository Trust Company, New York, New York ("DTC"), will act as securities depository for the Bonds, and the Bonds will be registered in the name of Cede & Co., as nominee of DTC. One certificate for each maturity of the Bonds will be issued in the name of Cede & Co., as nominee of DTC, and immobilized in DTC's custody. The book-entry only system will evidence ownership of the Bonds in Authorized Denominations. See "Book-Entry Only System" below. 2

11 So long as the Bonds are maintained pursuant to a book-entry system with DTC, payments of the principal of, premium, if any, and interest on the Bonds will be made to the Beneficial Owners as described below under "Book-Entry Only System - Payments on and Redemption of Bonds." Payments of interest due with respect to any Bond on any interest payment date shall be made to the person who appears on the registration books maintained for the Bonds as the Owner thereof as of the Record Date immediately preceding such interest payment date, such interest to be paid in lawful money of the United States of America by check or draft of the Trustee mailed to such Owner at his address as it appears on the registration books maintained for the Bonds or at such other address as he may have filed with the Trustee for that purpose or, in the case of and upon the written request of an Owner of Bonds in an aggregate principal amount equal to or greater than $1,000,000, by wire transfer, in each case as of the Record Date. The principal and redemption premium, if any, payable with respect to any Bond shall be payable in lawful money of the United States of America by check or draft of the Trustee upon surrender thereof at the Principal Office of the Trustee. RELATION TO TIF BONDS The Issuer intends to issue its $3,485,000 Taxable Special Obligation Development Revenue Bonds, Series 2015 (Mt. Orab Automall Project) (the TIF Bonds ) the proceeds of which will finance certain public infrastructure improvements that will benefit the Project. It is a condition of the issuance of the Bonds that the TIF Bonds be issued simultaneously or neither will be issued. REDEMPTION PROVISIONS Optional Redemption. The Bonds maturing on or after December 1, 2024 are subject to redemption by the Issuer prior to maturity on any date on or after December 1, 2023, in whole or in part, at a redemption price equal to the principal amount to be redeemed plus accrued interest to the date fixed for redemption. The Bonds shall optionally redeemed by the Issuer in the event and to the extent the Lessee shall exercise its option to prepay the lease payments for the Project under the Lease. Mandatory Sinking Fund Redemption. The Bonds maturing December 1, 2023 are subject to mandatory redemption prior to maturity on the applicable Mandatory Redemption Dates pursuant to the Mandatory Sinking Fund Requirements, at a redemption price of 100% of the principal amount redeemed plus interest accrued to the applicable Mandatory Redemption Date in the principal amounts set forth below. Mandatory Redemption Date Mandatory Sinking Fund Requirement *Maturity 2017 $310, , , , , , ,000* 3

12 The Bonds maturing December 1, 2029 are subject to mandatory redemption prior to maturity on the applicable Mandatory Redemption Dates pursuant to the Mandatory Sinking Fund Requirements, at a redemption price of 100% of the principal amount redeemed plus interest accrued to the applicable Mandatory Redemption Date in the principal amounts set forth below. Mandatory Redemption Date Mandatory Sinking Fund Requirement *Maturity 2027 $550, , ,000* The Bonds maturing December 1, 2036 are subject to mandatory redemption prior to maturity on the applicable Mandatory Redemption Dates pursuant to the Mandatory Sinking Fund Requirements, at a redemption price of 100% of the principal amount redeemed plus interest accrued to the applicable Mandatory Redemption Date in the principal amounts set forth below. Mandatory Redemption Date Mandatory Sinking Fund Requirement *Maturity 2030 $655, , , , , , ,000* Extraordinary Optional Redemption. The Bonds are subject to redemption, at the option of the Issuer at the direction and the prepayment by the Lessee of a redemption price equal to 100% of the principal amount to be redeemed, plus interest accrued to the redemption date, in whole on any date upon the occurrence of any of the following events: (i) (ii) The Project shall have been damaged or destroyed to such an extent that (A) it cannot reasonably be expected to be restored, within a period of six months from the commencement of restoration, to the condition thereof immediately preceding such damage or destruction or (B) its normal use and operation is reasonably expected to be prevented for a period of six consecutive months or (C) the reasonably expected cost of repair or restoration would exceed eighty percent (80%) of the appraised fair market value of the Project immediately prior to such damage or destruction; or Title to, or the temporary use of, all or a significant part of the Project shall have been taken under the exercise of the power of eminent domain (A) to such extent that the Project cannot reasonably be expected to be restored, within a period of six months from the commencement of restoration, to a condition of usefulness comparable to that existing prior to the taking or (B) to such an extent that, as a result of the taking, normal use and operation of the Project is reasonably expected to be prevented for a period of six consecutive months. 4

13 The Bonds are also subject to redemption, at the option of the Issuer at the direction and prepayment of the Borrower of a redemption price equal to 100% of the principal amount to be redeemed, plus interest accrued to the redemption date, in part on any date upon condemnation of a portion of the Project, even if the taking is not of such nature as to permit the exercise of the prepayment of all of the Bonds, provided, that, the Borrower shall furnish to the Issuer a certificate of an engineer reasonably acceptable to the Issuer stating that (1) the property comprising the part of the Project taken is not essential to continued operations of the Project in the manner existing prior to that taking, (2) the Project has been restored to a condition substantially equivalent to that existing prior to the taking or (3) other improvements have been acquired or made which are suitable for the continued operation of the Project. Selection of Bonds for Redemption. If fewer than all of the outstanding Bonds are to be redeemed, the selection of Bonds to be redeemed, or portions thereof in principal amounts equal to the lowest Authorized Denomination, or any integral multiples thereof, shall be made in such manner as the Issuer shall direct, or if the Issuer shall not so direct or if fewer than all of the Bonds of the same maturity are to be redeemed, by lot by the Trustee in any manner which the Trustee may determine. Notwithstanding the foregoing, any Bonds that will remain outstanding after any partial redemption shall be in Authorized Denominations. In the case of a partial redemption of Bonds by lot when Bonds of denominations greater than the lowest Authorized Denomination applicable to such Bonds are then outstanding, each unit of face value of principal thereof equal to that lowest Authorized Denomination, shall be treated as though it were a separate Bond of a principal amount equal to that lowest Authorized Denomination. If it is determined that one or more, but not all of such units of face value represented by a Bond are to be called for redemption, then upon notice of redemption of one or more such units, the Holder of that Bond shall surrender the Bond to the Trustee (a) for payment on the redemption date of the redemption price of the unit or units of face value called for redemption (including without limitation, the interest accrued to the date fixed for redemption and any premium), and (b) for issuance, without charge to the Holder thereof, of a new Bond or Bonds, of any Authorized Denomination in an aggregate principal amount equal to the unmatured and unredeemed portion of, and bearing interest at the same rate and maturing on the same date as, the Bond surrendered. Issuer's Election to Redeem. Except in the case of redemption pursuant to Mandatory Sinking Fund Requirements, Bonds shall be redeemed only pursuant to written notice from the Borrower (on behalf of the Issuer) to the Trustee. Notice by the Issuer to the Trustee shall specify the redemption date and the principal amount of Bonds to be redeemed, and shall be given at least 60 days prior to the redemption date or such shorter period as shall be acceptable to the Trustee. In the event that notice of redemption shall have been given by the Trustee to the Holders as provided in the Indenture, there shall be deposited with the Trustee prior to the redemption date, funds which, in addition to any other moneys available therefor and held by the Trustee, will be sufficient to redeem at the redemption price thereof, plus interest accrued to the redemption date, all of the redeemable Bonds for which notice of redemption has been given. Notice of Redemption. The notice of the call for redemption of Bonds shall identify (A) the complete official name of the issue, (B) the Bonds or portions thereof to be redeemed by designation, series, letters, CUSIP numbers, numbers or other distinguishing marks, interest rate, maturity date and principal amount, (C) the redemption price to be paid, (D) the date fixed for redemption, (E) the place or places, by name and address, where the amounts due upon 5

14 redemption are payable, and (F) the name and telephone number of the person to whom inquiries regarding the redemption may be directed; provided, however, that the failure to identify a CUSIP number for said Bonds in the redemption notice, or the inclusion of an incorrect CUSIP number, shall not affect the validity of such redemption notice. The notice shall be given by the Trustee on behalf of the Issuer by mailing a copy of the redemption notice by first class mail, postage prepaid, at least 30 days but no more than 60 days prior to the date fixed for redemption, to the owner of each Bond subject to redemption in whole or in part at the owner's address shown on the Register. Failure to receive notice pursuant to this Section, or any defect in that notice, as to any Bond shall not affect the validity of the proceedings for the redemption of any Bond. Notices of redemption shall also be mailed to the Paying Agents. Redemption in Accordance with Procedures of Depository. Notwithstanding the foregoing, during any period in which the Bonds are maintained pursuant to a book-entry system with DTC, redemption of the Bonds shall occur in accordance with DTC's standard procedures for redemption of obligations such as the Bonds. See "Book- Entry Only System" below. TRANSFER AND EXCHANGE Bonds may be exchanged, at the option of their Holder, for Bonds of the same series, of any Authorized Denomination or Denominations in an aggregate principal amount equal to the unmatured and unredeemed principal amount of, and bearing interest at the same rate and maturing on the same date or dates as, the Bonds being exchanged. The exchange shall be made upon presentation and surrender of the Bonds being exchanged at the designated office of the Registrar or at the designated office of any Authenticating Agent, together with an assignment duly executed by the Holder or its duly authorized attorney in any form which shall be satisfactory to the Registrar or the Authenticating Agent, as the case may be, subject to the payment of any tax or excise that may be imposed in connection therewith. REPLACEMENT If any Bond is mutilated, lost, wrongfully taken or destroyed, in the absence of written notice to the Issuer or the Registrar that a lost, wrongfully taken or destroyed Bond has been acquired by a bona fide purchaser, the Issuer shall execute, and the Registrar shall authenticate and deliver, a new Bond of the same Series and of like date, maturity and denomination as the Bond mutilated, lost, wrongfully taken or destroyed; provided, that (i) in the case of any mutilated Bond, the mutilated Bond first shall be surrendered to the Registrar, and (ii) in the case of any lost, wrongfully taken or destroyed Bond, there first shall be furnished to the Issuer, the Trustee and the Registrar evidence of the loss, wrongful taking or destruction satisfactory to the Trustee, the Registrar and the Authorized Official, together with indemnity satisfactory to them. If any lost, wrongfully taken or destroyed Bond shall have matured, instead of issuing a new Bond, the Authorized Official may direct the Trustee to pay that Bond without surrender thereof upon the furnishing of satisfactory evidence and indemnity as in the case of issuance of a new Bond. The Issuer, the Registrar and the Trustee may charge the Holder of a mutilated, lost, wrongfully taken or destroyed Bond their reasonable fees and expenses in connection with their actions. 6

15 BOOK-ENTRY ONLY SYSTEM The Depository Trust Company ("DTC"), New York, NY, will act as securities depository for the Bonds. The Bonds will be issued as fully-registered securities registered in the name of Cede & Co. (DTC's partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully-registered Bond certificate will be issued for the Bonds, in the aggregate principal amount of such issue, and will be deposited with DTC. DTC, the world's largest depository, is a limited-purpose trust company organized under the New York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-u.s. equity issues, corporate and municipal debt issues, and money market instruments (from over 100 countries) that DTC's participants ("Direct Participants") deposit with DTC. DTC also facilitates the posttrade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book- entry transfers and pledges between Direct Participants' accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-u.s. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation ("DTCC"). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-u.s. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly ("Indirect Participants"). DTC has a Standard & Poor's rating AA+. The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at and Purchases of Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the Bonds on DTC's records. The ownership interest of each actual purchaser of each Bond ("Beneficial Owner") is in turn to be recorded on the Direct and Indirect Participants' records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Bonds are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in Bonds, except in the event that use of the book-entry system for the Bonds is discontinued. To facilitate subsequent transfers, all Bonds deposited by Direct Participants with DTC are registered in the name of DTC's partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of Bonds with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect any 7

16 change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of Bonds may wish to take certain steps to augment transmission to them of notices of significant events with respect to the Bonds, such as redemptions, tenders, defaults, and proposed amendments to the Bond Documents. For example, Beneficial Owners of Bonds may wish to ascertain that the nominee holding the Bonds for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative. Beneficial Owners may wish to provide their names and addresses to the registrar and request that copies of notices be provided directly to them. Redemption notices shall be sent to DTC. If less than all of the Bonds within an issue are being redeemed, DTC's practice is to determine by lot the amount of the interest of each Direct Participant in such issue to be redeemed. Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to Bonds unless authorized by a Direct Participant in accordance with DTC's MMI Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the Authority as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to those Direct Participants to whose accounts the Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy). Payment of the principal of, premium, if any, and interest on the Bonds will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC's practice is to credit Direct Participants' accounts upon DTC's receipt of funds and corresponding detailed information from the Issuer or the Trustee, on payable date in accordance with their respective holdings shown on DTC's records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in "street name," and will be the responsibility of such Participant and not of DTC nor its nominee. Trustee, or Issuer, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of redemption proceeds, distributions, and dividend payments to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the Issuer or the Trustee, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to Beneficial Owners will be the responsibility of Direct and Indirect Participants. DTC may discontinue providing its services as securities depository with respect to the Bonds at any time by giving reasonable notice to the Issuer or the Trustee. Under such circumstances, in the event that a successor securities depository is not obtained. Bond certificates are required to be printed and delivered. 8

17 The Lessee, with the consent of the Issuer, may decide to discontinue use of the system of book-entry transfers through DTC (or a successor securities depository). In that event, Bond certificates will be printed and delivered. NEITHER THE ISSUER, THE TRUSTEE, THE REGISTRAR NOR THE PAYING AGENT WILL HAVE ANY RESPONSIBILITY OR OBLIGATION TO DIRECT PARTICIPANTS, TO INDIRECT PARTICIPANTS OR TO ANY BENEFICIAL OWNER WITH RESPECT TO 1) THE ACCURACY OF ANY RECORDS MAINTAINED BY DTC, ANY DIRECT PARTICIPANT OR ANY INDIRECT PARTICIPANT; 2) THE PAYMENT BY DTC, ANY DIRECT PARTICIPANT OR ANY INDIRECT PARTICIPANT OF ANY AMOUNT WITH RESPECT TO THE PRINCIPAL OF, PREMIUM, IF ANY, OR INTEREST ON THE BONDS; 3) ANY NOTICE WHICH IS PERMITTED OR REQUIRED TO BE GIVEN TO BONDHOLDERS; 4) ANY CONSENT GIVEN BY DTC OR OTHER ACTION TAKEN BY DTC AS BONDHOLDER; OR 5) THE SELECTION BY DTC, ANY DIRECT PARTICIPANT OR ANY INDIRECT PARTICIPANT OF ANY BENEFICIAL OWNER TO RECEIVE PAYMENT IN THE EVENT OF A PARTIAL REDEMPTION OF BONDS. The information in this section concerning DTC and DTC's book-entry system has been obtained from sources that the Issuer and the Lessee believe to be reliable, but neither the Issuer nor the Lessee takes any responsibility for the accuracy thereof. THE ISSUER The Issuer is a port authority and a body corporate and politic of the State, organized and existing under the laws of the State, including Sections through , Ohio Revised Code, as amended (the "Act"). The Bonds are authorized and issued by the Issuer pursuant to the authority of Article VIII, Section 13 of the Ohio Constitution and the Act, and pursuant to a resolution adopted by the Legislative Authority of the Issuer on June 4, 2015 (the "Bond Legislation"). Pursuant to the Act, the Issuer is authorized to use the proceeds the Bonds for the purposes set forth in the Bond Legislation, and to secure the Bonds by the Indenture and an assignment of payments under the Lease (defined herein). The Issuer is only responsible for the information in this Section and the information relating to the Issuer under the heading "LITIGATION" and is not responsible for and does not certify the accuracy or sufficiency of the disclosures made herein or any other information provided by the Lessee, the Underwriter or any other person. The Bonds will not constitute or give rise to any pecuniary liability of the Issuer, the Village of Mt. Orab, Ohio, the County of Brown, Ohio or the State of Ohio or a charge against their respective general credit or taxing powers. No holder of any Bond will have the right to demand payment of the principal thereof or interest or any premium thereon out of any funds to be raised from taxation or from any sources of revenue other than those expressly pledged to the payment of Bonds. 9

18 THE PROJECT GENERAL The Bonds are being issued by the Mt. Orab Port Authority (the "Issuer") for the purpose of (i) financing a portion of the costs of the acquisition, construction and equipping of multiple (projected to be a total of four or five) automobile dealerships as part of an automall concept (the Project ) for lease to Jomachloe Mt. Orab, LLC (the Lessee ); (ii) funding a debt service reserve; and (iii) paying the costs of issuing the Bonds. CONSTRUCTION CONTRACT; CONSTRUCTION COSTS The Borrower has contracted with Cincinnati United Contractors (the "Contractor") to construct the Project pursuant to a design build fixed price contract (the "Construction Contract"). The proceeds of the Bonds are expected to be sufficient to pay the construction costs of the Project. The Construction Contract contemplates that construction of the Project will commence on or about the Closing Date. The Lessee has obtained all permits required in connection with the construction of the Project. According to the expected construction schedule, the Lessee expects the Project to be completed on or about June 1, CONTRACTOR Cincinnati United Contractors, Inc. ( CVC ), established in 1978, is one of Southwest Ohio s premiere design/build commercial contractors having developed thousands of acres and millions of square feet for office, industrial and retail uses. CVC manages all aspects of the construction process and provides a two-year warranty on all work. Every CVC project, including the Project, is staffed with a full-time project designer, project manager and site superintendent. All subcontractors are prequalified and weekly safety and quality inspections are conducted. PROJECTIONS OF LESSEE Attached hereto as Appendix C are projections proposed by the Lessee for the first phase of the Project; namely forecasted financial information for Mt. Orab Ford and Mt. Orab Chrysler Dodge Jeep Ram. These projections were prepared by the Lessee and therefore constitute forward looking statements. See RISK FACTORS Projections. GENERAL THE LEASE The Lessee will lease the Project from the Issuer pursuant to the Lease commencing on the date of the issuance and delivery of the Bonds and expiring on December 1, 2036 (the "Term"). The Lessee's payment of Base Rentals (defined herein) under the Lease will commence on September 1,

19 AMOUNTS PAYABLE UNDER THE LEASE; NET PROVISIONS. During the Term of the Lease, the Lease will pay the Base Rentals and the Additional Rentals in amounts and at the times set forth in the Lease. Base Rentals are defined as the basic payments payable by the Lessee pursuant to the provisions of the Lease during the Term which are payable in consideration of the right of the Lessee to use the Facility during the then current portion of the Term. Commencing on September 1, 2015, Base Rentals are payable by the Lessee under the Lease on the first day of each month in an amount equal to the sum of one-sixth of the interest and one-twelfth of the principal on the Bonds due on each succeeding June 1 and December 1, as the case may be, plus certain other payments payable to the Borrower. Additional Rentals are defined as the costs and expenses of the Issuer and the Trustee payable by the Lessee under the Lease, plus any fees, costs and expenses payable by the Lessee under the Mortgage to the extent that such fees, costs and expenses are the result of a default or threatened default hereunder. The Lease shall not terminate except as provided in the Lease with respect to an Event of Default thereunder, and the exercise by the Lessee of its purchase option thereunder. See "Purchase Option" below. The Lessee shall not be entitled to any abatement or reduction, set-off, counterclaim, defense or deduction with respect to any Base Rentals, Additional Rentals or other sum payable thereunder, nor shall the obligations of the Lessee thereunder be affected, by reason of: any damage to or destruction of the Facility; any taking of the Facility or any part thereof by condemnation or otherwise; any prohibition, limitation, restriction or prevention of the Lessee's use, occupancy or enjoyment of the Facility, or any interference with such use, occupancy or enjoyment by any person; any eviction by paramount title or otherwise; any default by the Lessee thereunder or under any other agreement; or any other cause whether similar or dissimilar to the foregoing. The parties intend that the Base Rentals, Additional Rentals and all other amounts payable by the Lessee under the Lease shall be payable in all events, and that the obligations of the Lessee thereunder shall continue unaffected. The Lessee shall remain obligated under the Lease in accordance with its terms and shall not take any action to terminate, rescind or avoid the Lease, notwithstanding any bankruptcy, insolvency, reorganization, liquidation, dissolution or other proceeding affecting the Lessee or any assignee of the Lessee or any action with respect to the Lease which may be taken by any trustee, receiver or liquidator or by any court. MAINTENANCE All operating and maintenance expenses for the Facility shall be borne by the Lessee. The Lessee, at its sole cost and expense, will keep and maintain the Facility, including any altered, rebuilt, additional or substituted buildings, structures and parts of the Facility, in good repair and appearance, except for ordinary wear and tear, and will with reasonable promptness make all structural and nonstructural, foreseen and unforeseen, and ordinary and extraordinary changes and repairs of every kind and nature which may be required to be made upon or in connection with the Facility, or any part thereof, in order to keep and maintain the Facility in such good repair and appearance. All repairs and replacements are required to be at least equal in quality to 11

20 the original work and all replacements shall have a value and useful life at least equal to the value and remaining estimated useful life of the item being replaced, and be suitable for a use which is the same or similar to that of the item being replaced. INSURANCE The Lessee shall keep the Facility adequately insured at all times and shall maintain with financially responsible insurers qualified to do business in the State and of recognized standing with respect to its facilities and operations insurance of such types, in such amounts and against such risks as are customarily maintained by persons in similar circumstances regarding facilities to a comparable type and size and offering comparable services as those of the Lessee, including (without limitation) the following insurance to the extent that such insurance is customarily maintained by such persons: (i) full fire and extended coverage insurance on the Facility providing for not less than full recovery of the insurable value (less reasonable deductibles and exclusions) of any damaged property; (ii) public liability and property damage insurance, including (without limitation) business automobile liability insurance and medical and professional insurance in amounts estimated to fully insure (less reasonable deductibles and exclusions) the Issuer and the Trustee against the estimated loss or damage relative to the use of the Facility. The Lessee shall procure and maintain insurance against liability for personal injury, death or damage to property arising out of its design, construction, maintenance or use of the Project by the Lessee under an umbrella insurance policy, or such other policy as may be secured, throughout the Term. The Borrower shall maintain such insurance in such amounts and against such risks as are customarily maintained by persons in similar circumstances having facilities of a comparable type and size and offering comparable services as those of the Lessee. ASSIGNMENT AND SUBLEASING The Lease and the interest of the Lessee in the Facility may not be sold, leased, pledged, assigned or otherwise encumbered by the Lessee (other than pursuant to the Mortgage and to any subleases to separate entities operating the various automobile dealerships) for any reason without the prior written approval of both the Issuer and the Trustee. CASUALTY AND CONDEMNATION If the occurrence of a Casualty or Condemnation shall affect all or a substantial or material portion of the Facility and shall render the Facility unsuitable for restoration or for continued use and occupancy in the Lessee's business, then the Lessee may, not later than 30 days after such occurrence, deliver to the Issuer and to the Trustee (A) written notice of its intention to terminate the Lease on the Termination Date selected by the Lessee, provided such Termination Date is a rental payment date occurring not less than 180 days after the delivery of such notice and (B) a certificate of the Lessee describing the event giving rise to such termination and stating that it has determined that such event has rendered the Facility unsuitable for restoration or for continued use and occupancy in the Lessee's business. Such notice shall be accompanied by an irrevocable offer by the Lessee to purchase any remaining portion of the Facility and the Net Proceeds, if any, payable in connection with such occurrence (or the right to receive the same when made, if payment thereof has not yet been made) on the Termination 12

21 Date, at the amount payable by the Issuer to pay in full the principal of, premium, if any, and interest due on the Bonds Outstanding, plus an amount of money equal to the Trustee's and any Paying Agent's fees and expenses under the Indenture, and an amount of money equal to the Administrative Expenses of the Issuer and its right to payment of attorneys' fees and expenses under the Lease (the "Purchase Price"), less any undisputed amounts due and owing by the Lessee under the Lease. In the event that, and to the extent that, the Net Casualty Proceeds are to be applied to the restoration of the Facility, the following conditions must be met and complied with: (i) (ii) The Net Casualty Proceeds and, if deemed necessary by the Issuer, additional deposits made by the Lessee which may be necessary in the judgment of the Issuer to restore the Facility to its condition immediately prior to the Casualty, shall be deposited into the Project Fund to be held by the Trustee and may be invested by the Trustee in Eligible Investments (as defined in the Indenture) that mature not later than such times as shall be necessary to provide money when needed to pay such costs of repair or replacement; and The Lessee will proceed promptly to restore that part of the Facility so damaged, to substantially the same condition as existed prior to such damage, with such changes, alterations and modifications (including the substitution and addition of other property) as may be desired by the Lessee and approved by the Issuer as will not impair (i) the operating unity or productive capacity or the character of the Facility or (ii) the security for the Bonds. Any and all Net Condemnation Proceeds shall be paid into the Project Fund. Net Condemnation Proceeds paid into the Project Fund shall be applied by the Trustee to the replacement of the Facility in accordance with the provisions of the Indenture if the Lessee does not elect to terminate the Lease. EVENTS OF DEFAULT Events of Default under the Lease include: (a) Failure by the Lessee to pay any Base Rentals when due for any reason, or (b) Failure by the Lessee to pay the Additional Rentals or any other payment required to be paid hereunder at the time specified herein and expiration of a grace period of 30 days; however, tax payments required under the Lease shall be subject to the Lessee's rights to defer and contest; or (c) Failure by the Lessee to observe and perform any covenant, condition or agreement on its part to be observed or performed, other than as referred to in (a) above, for a period of 30 days after written notice to the Lessee by the Trustee (or by the Issuer if the Bonds are discharged or defeased) specifying such failure and requesting that it be remedied, unless the Trustee (or the Issuer if the Bonds are discharged or defeased) shall agree in writing to an extension of such time prior to its expiration; provided, however, that if the failure stated in the notice cannot be corrected within the applicable period, the Trustee (or the Issuer if the Bonds are discharged or defeased) shall not unreasonably withhold its consent to an extension of such time if corrective action is instituted by the Lessee within the applicable period and diligently pursued until the default is corrected; or (d) Any representation or warranty by the Lessee contained herein or in any document, certificate, report or opinion (including legal opinions), or in any other information furnished by the Lessee in connection with the Lease shall prove to be untrue or incorrect in any material respect when made; or (e) An Act of Bankruptcy occurs; 13

22 (f) An event of default occurs under the Indenture, the Guaranty or Mortgage; (g) An event of default occurs with respect to the Issuer s Taxable Special Obligation Development Revenue Bonds, Series 2015 (Mt. Orab Automall Project). Whenever any Event of Default occurs and is continuing or the Lessee fails to appropriate sufficient funds to pay rentals under the Lease, the Trustee (or the Issuer if the Bonds are discharged or defeased) shall have the right, without any further notice or demand, to terminate the Lease and to take any or all remedial steps in accordance with the Lease and the Indenture, including to reclaim possession of the Project from the Lessee and to accelerate the total rental payments due thereunder. PURCHASE OPTION The Lessee has the option to purchase the Facility on any date on or after December 1, 2023, upon not less than 45 days' prior notice to the Issuer and the Trustee, at the Purchase Price. ESTIMATED BOND SOURCES AND USES OF FUNDS The Issuer estimates that the sources and uses of the proceeds of the Bonds will be as follows: Sources of Funds Principal Amount of the Bonds $11,415, Original Issue Discount ( 554,035.05) Total Sources of Funds $10,860, Uses of Funds Project Fund $9,400, Debt Service Reserve Fund 1 500, Capitalized Interest Fund 2 570, Costs of Issuance 3 390, Total Uses of Funds $10,860, Annual Debt Service Upon issuance of the Bonds, the Issuer and the Lessee will have no outstanding bonded indebtedness secured by the Facility or the Lease, other than the Bonds. The following table sets forth the amount required in each year for the payment of principal of (either of maturity or by mandatory redemption) and interest on the Bonds: 1 Represents the proceeds of the Bonds deposited to the Debt Service Reserve Fund, together with investment earnings thereon. 2 Represents the proceeds of the Bonds deposited to the Capitalized Interest Fund, together with investment earnings, thereon to be used for capitalized interest on the Bonds during the construction period. 3 Represents costs to be incurred for the issuance of the Bonds, including the Underwriter s fee, legal fees, Trustees fees, printing costs. 14

23 Year Principal Interest Debt Service 12/01/ , , /01/ , , /01/ , , /01/ , , /01/ , , , /01/ , , /01/ , , , /01/ , , /01/ , , , /01/ , , /01/ , , , /01/ , , /01/ , , , /01/ , , /01/ , , , /01/ , , /01/ , , , /01/ , , /01/ , , , /01/ , , /01/ , , , /01/ , , /01/ , , , /01/ , , /01/ , , , /01/ , , /01/ , , , /01/ , , /01/ , ,

24 Year Principal Interest Debt Service 06/01/ , , /01/ , , , /01/ , , /01/ , , , /01/ , , /01/ , , , /01/ , , /01/ , , , /01/ , , /01/ ,000 91, , /01/ , , /01/ ,000 63, , /01/ , , /01/ ,000 32, , Total $11,415,000 $10,148, $21,563, GENERAL SECURITY AND SOURCES OF PAYMENT FOR THE BONDS The Bonds will be issued under and will be equally and ratably secured by the Indenture. The Bonds are special, limited obligations of the Issuer payable solely from the trust estate pledged under the Indenture, which consists principally of the revenues derived under the Lease and amounts in, or required to be deposited in, certain funds and accounts held by the Trustee under the Indenture. The Bonds will not constitute or give rise to any pecuniary liability of the Issuer, the Village of Mt. Orab, the County of Brown or the State or a charge against their respective general credit or taxing powers. No holder of any Bond will have the right to demand payment of the principal thereof or interest or any premium thereon out of any funds to be raised from taxation or from any sources of revenue other than those expressly pledged to the payment of Bonds. 16

25 PLEDGE OF TRUST ESTATE Pursuant to the Indenture, as security for the payment of the principal of, premium, if any, and interest on the Bonds, the Issuer has assigned to the Trustee all of the Issuer's right, title and interest in (i) the Lease and all moneys payable to the Issuer pursuant to the Lease (except Administrative Expenses of the Issuer and its right to indemnify), (ii) the proceeds of the Bonds and all amounts from time to time on deposit in the funds and accounts established by the Indenture, and (iii) any and all other real or personal property rights and interests of every kind and nature pledged by the Lessee or any other person on its behalf as additional security for the Bonds. LEASE RENTAL PAYMENTS During the term of the Lease, the Lessee has agreed to pay directly to the Trustee, as assignee of the Issuer, the Base Rentals. See "THE LEASE - Amounts Payable Under the Lease; Net Provisions" herein. The Borrower represents and the Underwriter has verified that the payment of Base Rentals by the Lessee at the times and in the amounts as set forth in the Lease, together with other amounts available under the Indenture, will be at least sufficient to pay the debt service on the Bonds. See "THE LEASE - Amounts Payable Under the Lease; Net Provisions" herein. INDENTURE FUNDS The Indenture creates the following funds and accounts, each of which is held by the Trustee for the benefit of the owners of the Bonds: (1) the Revenue Fund, (2) the Bond Fund, including the Interest Payment Account, the Principal Payment Account and the Prepayment Account, (3) the Project Fund, consisting of an Issuance Expense Account and a Construction Account; (4) the Administrative Expense Fund, and (5) the Debt Service Reserve Fund. Pending the application of amounts on deposit in such Funds and Accounts, such amounts are pledged by the Indenture to the payment of the principal of and interest on all Outstanding Bonds. From date of issuance of the Bonds from the Issuer is required to deposit, or cause to be deposited into the Revenue Fund, after receipt, all revenues derived under the Lease, including all amounts paid to or for its account thereunder, on or before any date on which interest or principal (whether at maturity, by redemption. Mandatory Sinking Fund Requirement or acceleration) is due, and the Trustee is required to transfer moneys in the Revenue Fund once each month as follows and in the following order: (A) To the Bond Fund: (I) Into the Interest Payment Account of the Bond Fund, after giving effect to any amounts on deposit in the Interest Payment Account, an amount sufficient to pay one-sixth of the interest due on all outstanding Bonds on the next Interest Payment Date; (II) Into the Principal Payment Account of the Bond Fund, after giving effect to any amounts on deposit in the Principal Payment Account, an amount sufficient to pay onetwelfth of the principal amount due on the Bonds on the next Principal Payment Date for the Bonds; 17

26 (B) To the Administrative Expense Fund, after giving effect to amounts on deposit in that fund, an amount sufficient to pay one-sixth the Administrative Expenses due on or before the next Interest Payment Date; and (C) To the Debt Service Reserve Fund, after giving effect to amounts on deposit in that fund, an amount equal to the Debt Service Reserve Requirement (as defined in the Indenture). MORTGAGE Pursuant to the Mortgage, the Lessee will grant a first mortgage lien on its leasehold estate in the Project Sites, the Issuer will subordinate its fee title and the Project and will grant a security interest to the Trustee in all of the Lessee s personal property in or on any part of the Project or the Project Site, subject to Permitted Encumbrances. A mortgagee's title insurance policy or a commitment therefor in an amount equal to $11,415,000 will be obtained, insuring that the Trustee, as trustee for the Issuer, has a valid first mortgage lien on the Facility, subject to Permitted Encumbrances. The Issuer will also assign the rentals and other payments under the Lease to the Trustee under the Mortgage. GUARANTY The Guaranty provides that the Individual Guarantor and the Corporate Guarantor jointly and severally guarantee the prompt payment of debt service on the Bonds, including accelerated principal that is one of the remedies exercised by the Trustee. The Guaranty also prohibited either guarantor from selling or disposing of assets unless such sale or disposition does not result in any substantial diminution of the Guarantor s net worth after giving effect thereto. In addition, in the event of the death or disability of the Individual Guarantor, a substitute guarantor or guarantors must be provided within 90 days to the satisfaction of the Issuer in its sole and absolute discretion. As set forth in the financial information relating to the Individual Guarantor (Appendix B) and the Corporate Guarantor (Appendix A), the guarantors have previously entered into various loan arrangements with Fifth Third Bank which require consent of that bank for the guarantors to guarantee any additional indebtedness such as the Bonds. Fifth Third Bank has given that required consent by letter dated May 22, CERTAIN RISK FACTORS Ownership of the Bonds is subject to risk. Prospective investors in the Bonds should review all of the information in this Limited Offering Memorandum carefully prior to purchasing any of the Bonds. The paragraphs below discuss certain risks assumed by the Owners of the Bonds, but are not intended to be a complete enumeration of all risks associated with the purchase or holding of Bonds. 18

27 General The Bonds are payable primarily from rental payments under the Lease. Future revenues and expenses of the Lessee (and its sublessees) in connection with the Project are subject to conditions which may change in the future to an extent that cannot be determined at this time. No representation can be made or assurance given that revenues will be realized in amounts sufficient to make the payments necessary to meet the obligations of the Lessee under the Lease. Future revenues and expenses of the Project are subject to, among other things, future economic consideration and other conditions which are unpredictable, and which may affect the revenues and, therefore, payments of principal of and interest on the Bonds. Effect of Termination of the Lease In the event of the occurrence of an event of default by the Lessee under the Lease, the term thereof may terminate, the Lessee may be required to vacate and surrender possession of the Facility and the Trustee may proceed to exercise the remedies thereunder including the right to repossess and remove the Facility any portion thereof and sell, lease or otherwise dispose of the Facility in accordance with the provisions of the Lease and the Mortgage. Payment of the Bonds following an event of default under the Lease will be dependent upon the value of the Facility in a liquidation proceeding or the ability of the Trustee to lease or otherwise dispose of the Facility to others. Prospective investors should not assume that it will be possible to lease or otherwise dispose of the Facility in the event of a termination of the Lease for an amount equal to the aggregate principal amount of the Bonds then outstanding plus accrued interest thereon or within a time period that would prevent a default in the timely payment of the principal of and interest on the Bonds. If the Bonds are redeemed subsequent to a termination of the Lease for an amount less than the aggregate principal amount thereof and accrued interest thereon, no Registered Owner or Beneficial Owner of any Bonds will have any further claim for payment against the Lessee. Casualty The Lease requires the Lessee to keep the Facility adequately insured. A casualty does not reduce or eliminate the Lessee's obligations under the Lease, but a major casualty could give rise to the Lessee's right to terminate the Lease by paying a termination amount at least sufficient to pay the principal of the Bonds (and accrued interest thereon). There can be no assurance that the proceeds of insurance would be sufficient to pay the costs of restoring the Facility. Maintenance of Facility Under the Lease, the Lessee is required, at its sole cost and expense, to keep and maintain the Facility, in good repair and appearance, except for ordinary wear and tear, and will with reasonable promptness make all structural and nonstructural, foreseen and unforeseen, and ordinary and extraordinary changes and repairs of every kind and nature which may be required to be made upon or in connection with the Facility, or any part thereof, in order to keep and maintain the Facility in such good repair and appearance. Further, no repair and replacement 19

28 fund has been established under the Indenture or otherwise for the payment of such operating and maintenance costs of the Facility. There can be no assurance that there will be sufficient funds available to pay for the operating and maintenance expenses with respect to the Facility to make any needed capital improvements thereto. Delays in Completion of the Project; Risks of Construction The Project is expected to be completed by June 1, A delay in construction of the Project could adversely affect the occupancy of the Project. The costs of the Project may be affected by factors beyond the control of the Contractor, and the Lesser, including strikes, material shortages, adverse weather conditions, subcontractor defaults, delays and other unknown contingencies. The Construction Contract obligates the Contractor to complete or cause the completion of the Project for a fixed price. The costs of the Project may be increased, however, if there are any change orders. If cost overruns resulting from delays (including force majeure events or modifications) or other causes are experienced which are in excess of amounts on deposit in the Project Fund, the Lessee may not have sufficient funds to complete the Project. No assurance can be made that sufficient moneys available to complete the construction of the Project. Enforceability of Obligations While the Bonds are secured or payable pursuant to the Indenture, an assignment of the rental payments to be made by the Lessee under the Lease, and by the Mortgage and the Guaranty, the practical realization of any security upon any default will depend upon the exercise of various remedies specified in the respective instruments. These and other remedies are dependent in many respects upon judicial action, which is subject to discretion and delay. Accordingly, the remedies specified in the Bond Documents may not be readily available or may be subject to and limited by bankruptcy, insolvency, moratorium, reorganization and other state and federal laws affecting the enforcement of creditors' rights and to general principles of equity. Limited Assets of Lessee Assets of Guarantors Apart from the Facility as described in this Limited Offering Memorandum, the Lessee has no other substantial financial assets. There is no assurance that it will receive significant financial support from any other source in the future. The source of debt service on the Bonds is from payments made by the Lessee pursuant to the Lease. The Lessee has no guaranteed sources of funds if revenues from operation of the Project are not sufficient to cover expenses, including the payments required to meet debt service on the Bonds. Similarly there is no assurance that the financial assets of the Corporate Guarantor or the Individual Guarantor will remain as levels sufficient to cover their joint and several obligations under the Guaranty Agreement. Projections The Projections prepared by the Lessee with respect to the operation of the Project are based upon the experience and assumptions of the Lessee. These projections are forward looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, 20

29 as amended, and as such may involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance and achievements to be different from the future results, performance or achievement expressed or implied by such forward-looking statements. Uncertainty of Investment Income The investment earnings of, and accumulations in, certain funds established by the Indenture have been estimated and are based on assumed earnings rates as indicated. While these assumptions are believed to be reasonable in view of the rates of return presently available on the types of securities in which the Trustee is permitted to invest under the Indenture, there is no assurance that similar rates will be available on such securities in the future, nor is there any assurance that the potential accumulations shown will be realized. Limited Value of the Project at Foreclosure The Project will be specifically constructed as automobile dealerships to suit the particular needs of the Lessee, such that the Project may likely be unsuitable for other industrial or commercial uses. Accordingly, the number of entities that could be expected to purchase or lease the Project in the event of foreclosure may be limited. Foreclosure proceedings may also be subject to substantial delays. Attempts to foreclose on commercial property are frequently met with defensive measures such as protracted litigation and/or bankruptcy proceedings, and such defensive measures will greatly increase the expense and time involved in achieving such foreclosure or other realization. The ability of the Trustee to realize funds from the sale or rental of the Project following an event of default will thus be limited, and such proceeds will likely be less than the amount of the Bonds then outstanding. Prepayment Risks All of the Bonds are subject to redemption, without premium, in advance of their stated maturities under certain circumstances. See "THE BONDS - Redemption Provisions" herein. Upon the occurrence of certain events of default, the payment of the principal of and interest on the Bonds may be accelerated. Thus, there can be no assurance that the Bonds will remain outstanding until their stated maturities. Other Possible Risk Factors The occurrence of any of the following events, or other unanticipated events, could adversely affect the financial condition or results of operations of the Lessee: (1) Reinstatement of or establishment of mandatory governmental wage, rent or price controls. (2) Adoption of federal, state or local legislation or regulations having an adverse effect on the future operating or financial performance of the Lessee. (3) A decline in the population, a change in the age composition of the population or a decline in the economic conditions of the Lessee's market area. 21

30 (4) Changes in key management personnel. (5) Increased costs resulting from employee strikes, or the unionization of the employees of the Lessee or the utilization by non-union employees of the Lessee of proceedings available under the National Labor Relations Act. (6) Increases in costs, including costs associated with, among other things, salaries, wages and fringe benefits, supplies, technology and equipment, insurance, energy and other utilities, the attraction and retention of personnel, compliance with or violation of environmental laws and regulations, and other costs that could result in a sizable increase in expenditures without a corresponding increase in revenues. (7) The occurrence of natural disasters, including floods, hurricanes, tornadoes and earthquakes, could damage the facilities of the Lessee, interrupt utility service or otherwise impair the operations of the Lessee. The Facility is required to be covered by general property insurance in amounts which management considers to be sufficient to provide for the replacement of such facilities in the event of a natural disaster. The paragraphs above discuss certain Bondholders' risks, but are not intended to be a complete enumeration of all risks associated with the purchase or holding of the Bonds. Regulatory and other changes resulting from the factors mentioned above, among others, or the occurrence of other unanticipated events could have a material adverse effect on the Lessee's financial condition or results or its operations. ELIGIBILITY FOR INVESTMENT To the extent that the subject matter is governed by Ohio law, and subject to applicable limitations under other provisions of Ohio law, the Bonds under the provisions of present Ohio Revised Code Section , are lawful investments for the following entities: banks and trust companies with approval of the superintendent banks; savings and loan associations; bond retirement funds or sinking funds of municipal corporations; boards of education; port authorities and counties; the administrator of workers' compensation; the retirement board of the state teachers retirement system; the retirement board of the state public school employees retirement system; the retirement board of the public employees retirement system; and domestic life insurance companies and domestic insurance companies other than life. The Bonds are acceptable under Ohio law as security for the deposit of public moneys. The Bonds are being offered to investors that are an accredited investor as that term is defined in Rule 501 of Regulation D under the Securities Act, or a qualified institutional buyer as that term is defined under Rule 144A of the Securities and Exchange Commission, or to a broker-dealer of securities. TAX MATTERS Interest on the Bonds is not excludable from gross income for federal income tax purposes, but in the opinion of Keating Muething & Klekamp PLL, Bond Counsel, under existing law the interest on the Bonds, the transfer thereof, and any profit made on their sale, 22

31 exchange or other disposition, are exempt from the Ohio personal income tax, the Ohio commercial activity tax, the net income base of the Ohio corporate franchise tax, and municipal, school Lessee and joint economic development Lessee income taxes in Ohio. Bond Counsel will express no opinion as to other tax consequences regarding the Bonds. Each Holder is advised to consult its own tax advisor with respect to the tax consequences of ownership of the Bonds. CERTAIN LEGAL MATTERS Certain legal matters incident to the authorization and validity of the Bonds are subject to the approving opinion of Keating Muething & Klekamp PLL, Bond Counsel, who will render an opinion with respect to the Bonds substantially in the form set forth in Appendix E. Certain legal matters will be reviewed for the Lessee by Robbins, Kelly, Patterson & Tucker, Cincinnati, Ohio, for the Issuer by Richard Goettke, Esquire, Blanchester, Ohio. The Issuer LITIGATION There is no litigation of any nature now pending against the Issuer or to the knowledge of its officers, threatened, restraining or enjoining the issuance, sale, execution or delivery of the Bonds, or in any way contesting or affecting the validity of the Bonds or any of the financing documents executed by the Issuer in connection therewith. The Lessee and Guarantors There is no litigation of any nature now pending against the Individual Guarantor, Lessee or the Corporate Guarantor, or to the knowledge of their officers threatened, which, if successful, would in the view of the Individual Guarantor, Lessee or the Corporate Guarantor materially adversely affect the operation or financial condition of the Individual Guarantor, Lessee, or the Corporate Guarantor, the operation of the Facility, or any of the financing documents executed by the parties in connection therewith. CONTINUING DISCLOSURE Pursuant to Rule 15c2-12 (the "Rule") of the Securities and Exchange Commission (the "SEC"), the Port, the Lessee, the Corporate Guarantor and the Individual Guarantor will provide, or cause to be provided, pursuant to the Continuing Disclosure Agreement described below, through The Huntington National Bank, as disclosure agent (the "Agent"): (i) in a timely manner, not in excess of 120 days from the end of each calendar year, to the nationally recognized municipal securities information repository designated by the SEC, currently the Municipal Securities Rulemaking Board ("MSRB") through its Electronic Municipal Market Access system ("EMMA"): Annual financial reports of the Lessee, Corporate Guarantor and Individual Guarantor and annual Federal tax returns of the Lessee, Corporate Guarantor and Individual Guarantor. (ii) in a timely manner, not in excess of 10 business days following the occurrence of any of the following events, to the MSRB through EMMA, notice of the occurrence of any of the 23

32 following events with respect to the Bonds (collectively, the "Events"): (a) principal and interest payment delinquencies; (b) non-payment related defaults, if material; (c) unscheduled draws on debt service reserves reflecting financial difficulties; (d) unscheduled draws on credit enhancements reflecting financial difficulties; (e) substitution of credit or liquidity providers, or their failure to perform; (f) adverse tax opinions, or other material events affecting the tax status of the Bonds; (g) modifications to the rights of Holders of the Bonds, if material; (h) Bond calls, if material, and tender offers (except for mandatory scheduled redemptions not otherwise contingent upon the occurrence of an event); (i) defeasances; (j) release, substitution, or sale of property securing repayment of the Bonds, if material; (k) rating changes; (l) bankruptcy, insolvency, receivership or similar event of the Lessee, Corporate Guarantor or the Individual Guarantor (Note: For the purposes of this event, the event is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent or similar officer for the Lessee, Corporate Guarantor or the Individual Guarantor in a proceeding under the U.S. Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the Lessee, Corporate Guarantor or the Individual Guarantor, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the Port, Corporate Guarantor or the Individual Guarantor); (m) consummation of a merger, consolidation or acquisition involving the Lessee, Corporate Guarantor or the Individual Guarantor or the sale of all or substantially all of the assets of the Lessee, the Individual Guarantor or the Corporate Guarantor on the death of the Individual Guarantor, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; and (n) appointment of a successor or additional trustee or the change of a name of trustee, if material; and (iii) in a timely manner, to the MSRB through EMMA, notice of a failure of the Lessee, Corporate Guarantor or the Individual Guarantor to provide the annual information described in (i) above not later than the March 1 immediately succeeding the end of the Lessee, Corporate Guarantor or the Individual Guarantor fiscal year. The Lessee, Corporate Guarantor or the Individual Guarantor may from time to time choose to provide information or notice of the occurrence of an event, in addition to those items listed above in clauses (i) and (ii), but the Lessee, Corporate Guarantor or the Individual Guarantor have no obligation under the Continuing Disclosure Agreement to update such information or include it in any future annual filings and does not undertake to commit to provide any information or notice of the occurrence of any event except those items set forth above. To ensure the timely dissemination of the Annual Financial Information, Operating Data and Event notices, the Issuer, Lessee, Corporate Guarantor or the Individual Guarantor will enter into and deliver, on the date of issuance of the Bonds, a Continuing Disclosure Agreement (the "Continuing Disclosure Agreement") with the Agent. Under the terms of the Continuing Disclosure Agreement, the Lessee, Corporate Guarantor or the Individual Guarantor will, 24

33 concurrently with or prior to the respective filing date, provide the required information, reports and notices to the Agent for filing as described above. The Continuing Disclosure Agreement applies to the Bonds, including the Series 2015 Bonds and any Additional Bonds issued under the Indenture. The obligations of the Issuer, the Lessee, the Individual Guarantor and the Corporate Guarantor and the Agent under the Continuing Disclosure Agreement will terminate when all of the Bonds are or are deemed to be no longer outstanding by reason of redemption or legal defeasance or at maturity. The Issuer, Lessee, Corporate Guarantor and the Individual Guarantor acknowledge that its undertaking pursuant to the Rule described under this heading is intended to be for the benefit of the Holders of the Bonds (including Holders of beneficial interests in the Bonds). Compliance with Previous Undertakings In the previous five years, the Issuer, Lessee, Corporate Guarantor and the Individual Guarantor have not been subject to any undertakings in a written contract or agreement pursuant to section (b)(5) of the Rule and therefore the Issuer, Lessee, Corporate Guarantor and the Individual Guarantor have not failed to comply in any material respects with any previous undertakings in a written contract or agreement entered into pursuant to subsection (b)(5) of the Rule. There is no rating assigned to the Bonds. RATING UNDERWRITING First Southwest Company, LLC (the Underwriter ) has agreed to purchase the Bonds pursuant to a Bond Purchase Agreement by and among the Underwriter, the Issuer and the Lessee. The purchase price of the Bonds is $10,545, which is the par amount of the Bonds less Original Issue Discount of $554, and less the Underwriter s Discount of $315, The Underwriter s obligations are subject to certain conditions precedent and if obligated to purchase any of the Bonds, the Underwriter will be obligated to purchase all of the Bonds. The Bonds may be offered and sold by the Underwriter at prices lower than the initial offering prices stated on the cover hereof, and such initial offering prices may be changed from time to time by the Underwriter. The Underwriter may purchase and sell the Bonds to certain dealers (including dealers depositing Bonds into investment trusts, certain of which may be sponsored or managed by the Underwriter) and others at prices lower than the offering prices set forth on the cover of this Limited Offering Memorandum. BONDS ARE LIMITED OBLIGATIONS OF ISSUER THE BONDS ARE NOT GENERAL OBLIGATIONS AND ARE NOT SECURED BY THE FULL FAITH AND CREDIT OR TAXING POWER NOR ARE THEY PAYABLE FROM ANY OF THE GENERAL FUNDS OR ASSETS OF THE ISSUER, THE VILLAGE OF MT. ORAB, OHIO, THE COUNTY OF BROWN, OHIO, THE STATE OF OHIO OR ANY OTHER GOVERNMENTAL AUTHORITY OR POLITICAL 25

34 SUBDIVISION. THE BONDS ARE PAYABLE ONLY FROM FUNDS PLEDGED TO SECURE THE BONDS PURSUANT TO THE INDENTURE. MISCELLANEOUS The foregoing information is presented for the guidance of prospective purchasers of the Bonds described herein. The information has been compiled from official and other sources and, while not guaranteed by the Issuer, is believed to be correct. Any statements in this Limited Offering Memorandum and the Appendices hereto involving matters of opinion, whether or not expressly so stated, are intended as such and not as representations of fact. This Limited Offering Memorandum is not to be construed as a contract or agreement between the Issuer and the purchasers or owners of any of the Bonds. The attached Appendices are integral parts of this Limited Offering Memorandum and must be read in their entirety together with all of the foregoing information. The Trustee has not reviewed or participated in the preparation of this Limited Offering Memorandum. The delivery of this Limited Offering Memorandum has been duly authorized by the Port. MT. ORAB PORT AUTHORITY Dated: August 11, 2015 By: /s/ Executive Director 26

35 APPENDIX A: BEECHMONT FORD, INC. DEALER FINANCIALS

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49 APPENDIX B: MARK WILLIAMS PERSONAL FINANCIAL STATEMENT AS OF DECEMBER 9, 2014

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55 APPENDIX C: LESSEE PROJECTIONS FOR MT. ORAB FORD AND CHRYSLER DODGE JEEP RAM

56 MT ORAB AUTO MALL FINANCIAL PROJECTIONS YEAR1 Dealership Gross Profit New Vehicles Used Vehicles Parts Service MT ORAB FORD MT ORAB CDJR Units Gross Profit % Units Gross Profit % 720 1,437, , , , , , , ,000 Total Dealership Gross Profit 3,150,000 1,763,500 Dealership Expenses New Vehicles Used Vehicles Parts Service Fixed 718, , , , ,783 85, , ,400 1,032, ,015 Total Dealership Gross Profit 2,591,456 1,633,747 Dealership Net Income 558, ,753

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85 MTORAB AUTO MAIL FINANCIAL PROJECTIONS YEAR 5 Fixed Expenses Salaries & Wages General Manager Administrative Employee Benefits Payroll Taxes Pension - 401k Contribution Rent & Equivalent Utilities Mt Orab Port Authonty Property Maintenance Telephone Business Tax & Licenses Property & Casually Insurance Office Supplies Professional Fees Data Processing Miscellaneous MT ORAB FORO MT ORAS COJR MT ORAB 7BAM MT ORAB TBAH2 MT ORAB TBAB3 Units Gross Profit '.. Units Gross Profit % Units Gross Profit * units Gross Profit % Units Gross Profit % 54,400 29, , , ,970 24,000 24, , , , IS 20,2 IS 20.2IS ,215 30,898 66,226 62,424 60, ,782 82,782 78,030 75, , ,050 26, ,188 S ,500 68,433 S2.9S , S , E ,000 Total Fixed Expenses 1,224, S58 841, S

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87 APPENDIX D: PROJECT SITE MAP

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