BOOK ENTRY ONLY. Due: April 1, as shown

Transcription

1 THIS COVER PAGE CONTAINS CERTAIN INFORMATION FOR QUICK REFERENCE ONLY. IT IS NOT A SUMMARY OF THIS ISSUE. INVESTORS MUST READ THE ENTIRE OFFICIAL STATEMENT TO OBTAIN INFORMATION ESSENTIAL TO THE MAKING OF AN INFORMED INVESTMENT DECISION. NEW ISSUE BOOK ENTRY ONLY MOODY S RATING: Aa3 In the opinion of Gilmore & Bell, P.C., Bond Counsel, under existing law and assuming continued compliance with certain requirements of the Internal Revenue Code of 1986, as amended, the interest on the Series 2012 Bonds is excludable from gross income for federal and Missouri income tax purposes and is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations. The Series 2012 Bonds are qualified tax exempt obligations within the meaning of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended. See TAX MATTERS herein. $3,305,000 THE PUBLIC BUILDING CORPORATION OF THE SPRINGFIELD-GREENE COUNTY LIBRARY DISTRICT LEASEHOLD REVENUE REFUNDING BONDS (LIBRARY IMPROVEMENT PROJECT) SERIES 2012 Dated: Date of Delivery Due: April 1, as shown on the Inside Cover Page The Series 2012 Bonds will be issued as fully registered bonds and will be registered in the name of Cede & Co., as registered owner and nominee for The Depository Trust Company, New York, New York ( DTC ). DTC will act as securities depository for the Bonds. The Bonds will be available for purchase in denominations of $5,000 or any integral multiple thereof, under the book-entry system maintained by DTC. DTC will receive all payments with respect to the Bonds from Commerce Bank, Kansas City, Missouri, as Trustee (the Trustee ). DTC is required to remit such payments to DTC Participants for subsequent disbursement to the beneficial owners of the Series 2012 Bonds. Principal, redemption premium, if any, will be payable on April 1 of each year, as shown on the Inside Cover Page. Interest will be payable on each April 1 and October 1 of each year, beginning on October 1, The Series 2012 Bonds are being issued by The Public Building Corporation of the Springfield-Greene County Library District (the Corporation ) under a Trust Indenture dated as of April 1, 2012 (the Indenture ), between the Corporation and the Trustee. The Series 2012 Bonds are special, limited obligations of the Corporation, payable solely from Rental Payments to be made by the Springfield-Greene County Library District (the District ) and other moneys derived by the Corporation pursuant to the annually renewable Lease described herein. The Series 2012 Bonds are secured by a pledge of such Rental Payments and other moneys under the Indenture. The Series 2012 Bonds do not constitute a debt or liability of the District, the State of Missouri or of any political subdivision thereof and do not constitute an indebtedness within the meaning of any constitutional or statutory debt limitation or restriction. THE PAYMENT OF THE BONDS IS SUBJECT TO ANNUAL APPROPRIATIONS BY THE DISTRICT. THE ISSUANCE OF THE BONDS DOES NOT OBLIGATE THE DISTRICT TO LEVY ANY FORM OF TAXATION THEREFOR OR TO MAKE ANY APPROPRIATION FOR THEIR PAYMENT IN ANY YEAR SUBSEQUENT TO A YEAR IN WHICH THE LEASE IS IN EFFECT. The Corporation has no taxing power. See the caption SECURITY FOR THE BONDS herein. The Series 2012 Bonds are subject to redemption prior to maturity under certain extraordinary circumstances, as more fully described herein. The Series 2012 Bonds are offered when, as and if issued by the Corporation, subject to the approval of legality by Gilmore & Bell, P.C., Kansas City, Missouri, Bond Counsel. Certain legal matters related to the Official Statement will be passed upon by Gilmore & Bell, P.C., Kansas City, Missouri. It is expected that the Series 2012 Bonds will be available for delivery at The Depository Trust Company in New York, New York on or about April 26, The date of this Official Statement is April 18, 2012.

2 $3,305,000 THE PUBLIC BUILDING CORPORATION OF THE SPRINGFIELD-GREENE COUNTY LIBRARY DISTRICT LEASEHOLD REVENUE REFUNDING BONDS (LIBRARY IMPROVEMENT PROJECT) SERIES 2012 MATURITY SCHEDULE Serial Bonds Maturity Principal Interest April 1 Amount Rate Price Yield 2013 $305, % % 0.850% , , , , , , , , , [plus accrued interest if any]

3 THE PUBLIC BUILDING CORPORATION OF THE SPRINGFIELD-GREENE COUNTY LIBRARY DISTRICT BOARD OF DIRECTORS Doug Nickell, President and Director David Compere, Vice President and Director Sean Balisle, Secretary/Treasurer and Director Kenton DeVries, Director Doug Lee, Director SPRINGFIELD-GREENE COUNTY LIBRARY DISTRICT 4653 South Campbell Avenue Springfield, Missouri BOARD OF TRUSTEES Leslie Carrier, President and Member David Richards, Vice President and Member Martha Crise, Secretary and Member Kim Kollmeyer, Treasurer and Member Kenton DeVries, Member Cheryl Griffeth, Member Vickie Hicks, Member James Jeffries, Member Jim Meadows, Member BOND COUNSEL Gilmore & Bell, P.C. Kansas City, Missouri UNDERWRITER Oppenheimer & Co. Inc. Kansas City, Missouri (i)

4 REGARDING USE OF THIS OFFICIAL STATEMENT No dealer, broker, salesperson or other person has been authorized by the District, the Corporation or the Underwriter to give any information or to make any representations with respect to the Bonds other than those contained in this Official Statement, and, if given or made, such other information or representations must not be relied upon as having been authorized by any of the foregoing. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the Bonds by any person in any jurisdiction in which it is unlawful for such person to make such offer, solicitation or sale. The information set forth herein has been furnished by the District, the Corporation and other sources believed to be reliable, but 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 the delivery of this Official Statement nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the District, the Corporation or others since the date hereof. The Underwriter has reviewed the information in this Official Statement in accordance with, and as part of, its responsibilities to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriter does not guarantee the accuracy or completeness of that information. IN CONNECTION WITH THIS OFFERING, THE UNDERWRITER MAY OVER ALLOTT OR EFFECT TRANSACTIONS THAT STABILIZE OR MAINTAIN THE MARKET PRICE OF THE BONDS AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. THE BONDS HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES OR BLUE SKY LAWS. THE BONDS ARE OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE SECURITIES AND EXCHANGE COMMISSION. CAUTIONARY STATEMENTS REGARDING FORWARD- LOOKING STATEMENTS IN THIS OFFICIAL STATEMENT Certain statements included or incorporated by reference in this Official Statement constitute forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995, Section 21E of the United States Securities Exchange Act of 1934, as amended, and Section 27A of the United States Securities Act of 1933, as amended. Such statements are generally identifiable by the terminology used such as plan, expect, estimate, anticipate, projected, budget or other similar words. THE ACHIEVEMENT OF CERTAIN RESULTS OR OTHER EXPECTATIONS CONTAINED IN SUCH FORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS WHICH MAY CAUSE ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS DESCRIBED TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. NEITHER THE DISTRICT NOR THE CORPORATION NOR ANY OTHER PARTY PLANS TO ISSUE ANY UPDATES OR REVISIONS TO THOSE FORWARD- LOOKING STATEMENTS IF OR WHEN THEIR EXPECTATIONS, OR EVENTS, CONDITIONS OR CIRCUMSTANCES UPON WHICH SUCH STATEMENTS ARE BASED OCCUR. (ii)

5 TABLE OF CONTENTS Page INTRODUCTION... 1 General... 1 Purposes of the Series 2012 Bonds... 1 The Financing... 1 Limited Obligations... 2 Risk Factors... 2 Additional Bonds... 2 Continuing Disclosure Information... 2 Definitions and Descriptions; Inspection of Documents... 2 THE SERIES 2012 BONDS... 3 Authorization... 3 Description... 3 Book-Entry Only System... 3 Transfer Outside Book-Entry Only System... 3 Redemption Provisions... 4 Defeasance Provisions... 5 SECURITY FOR THE BONDS... 5 Limited Obligations; Sources of Payment... 5 Bond Reserve Fund... 6 BOOK-ENTRY ONLY SYSTEM... 6 BONDOWNERS RISKS... 8 Limited Obligations... 8 Expiration or Termination of the Lease... 9 Delay in Exercising Remedies... 9 Destruction of the Facility Condemnation of the Facility Other Factors Affecting the Operations of the District Amendment of the Indenture, Lease and Base Lease No Credit Enhancement Bond Reserve Fund Effects of Termination of the Lease on the Series 2012 Bonds Taxability Loss of Premium from Redemption of Bonds Secondary Market Page PLAN OF FINANCING...13 The Refunding Plan...13 Sources and Uses of Funds...13 The Facility...14 THE CORPORATION...14 Organization, Powers and Purposes...14 Other Financings...14 Income of the Corporation...15 Board of Directors...15 THE DISTRICT...15 FINANCIAL STATEMENTS...15 LEGAL MATTERS...15 Approval of Legality...15 Litigation...16 TAX MATTERS...16 Opinion of Bond Counsel...16 Other Tax Consequences...17 RATING...17 UNDERWRITING...18 CONTINUING DISCLOSURE...18 Electronic Municipal Market Access System (EMMA)...20 MISCELLANEOUS...20 APPENDIX A: The District...A-1 APPENDIX B: Definition of Words and Terms and Summaries of Documents...B-1 APPENDIX C: Audited Financial Statements of the District...C-1 (iii)

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7 OFFICIAL STATEMENT $3,305,000 THE PUBLIC BUILDING CORPORATION OF THE SPRINGFIELD-GREENE COUNTY LIBRARY DISTRICT LEASEHOLD REVENUE REFUNDING BONDS (LIBRARY IMPROVEMENT PROJECT) SERIES 2012 INTRODUCTION This introduction is only a brief description and summary of certain information contained in this Official Statement and is qualified in its entirety by reference to the more complete and detailed information contained in the entire Official Statement, including the cover page and appendices hereto, and the documents summarized or described herein. A full review should be made of the entire Official Statement. General The purpose of this Official Statement is to furnish information in connection with the offering and sale by The Public Building Corporation of the Springfield-Greene County Library District, a Missouri nonprofit public benefit corporation (the Corporation ), of its Leasehold Revenue Refunding Bonds (Library Improvement Project), Series 2012 (the Series 2012 Bonds ), in the aggregate principal amount of $3,305,000. The Series 2012 Bonds are being issued pursuant to a Trust Indenture dated as of April 1, 2012 (the Indenture ), between the Corporation and Commerce Bank, Kansas City, Missouri, as trustee (the Trustee ). Purposes of the Series 2012 Bonds The Series 2012 Bonds are being issued for the purpose of providing funds to (1) refund all of the Corporation s outstanding Tax-Exempt Leasehold Revenue Improvements Bonds (Library Improvement Project), Series 2002B, in the principal amount of $3,375,000 (the Refunded Bonds ), which bonds were issued in part, along with one other series of bonds that have since been paid off (the Series 2002C Bonds ), to pay the costs of the acquisition of real estate (the Site ) and construction and renovation of a new north side branch library (the Project, together with the Site, the Facility ), including furniture, fixtures and equipment and adequate parking facilities, (3) fund a Bond Reserve Fund, and (4) pay related issuance costs as described herein. A portion of the Facility has been leased to a franchisee and is operated as a Panera Bread café. See PLAN OF FINANCING The Facility. The Financing Pursuant to the terms of a Base Lease dated as of April 1, 2012 (the Base Lease ), between the District and the Corporation, the District will lease the Facility to the Corporation for a term expiring on June 30, Under the terms of a Lease Agreement dated as of April 1, 2012 (the Lease ), between the Corporation and the District, the Corporation will lease the Facility to the District for an initial term ending June 30, 2012 (the Initial Term ), with successive one-year renewal options and a final renewal option that will not extend beyond June 30, 2022 (the Renewal Terms ). Each Renewal Term is subject to annual budget appropriations by the Board of Trustees. The Series 2012 Bonds will be payable solely from the rents, revenues and receipts received by the Corporation under the Lease for the use of the Facility, from certain proceeds of insurance policies or condemnation awards, from certain reserves and interest earnings on moneys in certain funds held by the

8 Trustee and not from any other fund or source of the Corporation. Pursuant to the Indenture, the Corporation will pledge and assign such rents, revenues and receipts and other moneys to the payment of the Series 2012 Bonds and the interest thereon. Payments under the Lease (the Rental Payments ) are designed to be sufficient, together with other funds available for such purpose, to pay when due the principal of, redemption premium, if any, and interest on the Series 2012 Bonds. Limited Obligations Payments made by the District under the Lease are payable solely from amounts which may but are not required to be appropriated annually by the District. Neither the Series 2012 Bonds, the Lease nor any payments required under the Lease constitute a mandatory payment obligation of the District in any year beyond the year during which the District is a lessee under the Lease, or constitute or give rise to a general obligation or other indebtedness of the District. The District is not legally obligated to budget or appropriate moneys for any fiscal year beyond the current fiscal year or any subsequent fiscal year in which the Lease is in effect, and there can be no assurance that the District will appropriate funds to make Rental Payments or renew the Lease after the Initial Term or any Renewal Term of the Lease. The District may terminate its obligations under the Lease on an annual basis. The District will have the option to purchase the Corporation s title and interest in the Facility pursuant to the Lease. THE SERIES 2012 BONDS DO NOT CONSTITUTE A DEBT OR LIABILITY OF THE DISTRICT OR OF THE STATE OF MISSOURI OR OF ANY POLITICAL SUBDIVISION THEREOF AND DO NOT CONSTITUTE AN INDEBTEDNESS WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY DEBT LIMITATION OR RESTRICTION. THE ISSUANCE OF THE SERIES 2012 BONDS DOES NOT OBLIGATE THE DISTRICT TO LEVY ANY FORM OF TAXATION THEREFOR OR TO MAKE ANY APPROPRIATION FOR THEIR PAYMENT IN ANY FISCAL YEAR SUBSEQUENT TO A FISCAL YEAR IN WHICH THE LEASE IS IN EFFECT. THE CORPORATION HAS NO TAXING POWER. Risk Factors Payment of the principal and interest distributable with respect to the Series 2012 Bonds is subject to certain risks. See the caption BONDOWNERS RISKS. Additional Bonds The Indenture permits the future issuance of Additional Bonds which, if issued, would rank on a parity with the Series 2012 Bonds and any other Additional Bonds then Outstanding under the Indenture, but only if (a) the District is not in default in the payment of principal of or interest on the Series 2012 Bonds and (b) certain other requirements of the Indenture are met. The Series 2012 Bonds and any future Additional Bonds issued under the Indenture are referred to collectively as the Bonds. See the caption SUMMARY OF THE INDENTURE Additional Bonds in Appendix B. Continuing Disclosure Information The District has covenanted in its Continuing Disclosure Agreement to provide certain financial information and notices of material events to the Municipal Securities Rulemaking Board, in compliance with Rule 15c2-12 promulgated by the Securities and Exchange Commission. Definitions and Descriptions; Inspection of Documents All capitalized terms used in this Official Statement not defined in the text hereof are defined under the caption DEFINITIONS OF WORDS AND TERMS set forth in Appendix B to this Official Statement. Brief descriptions of the Bonds, the Base Lease, the Lease, the Indenture, the Continuing -2-

9 Disclosure Agreement and certain other matters are included in this Official Statement. Such descriptions do not purport to be comprehensive or definitive. All references herein to the Base Lease, the Lease, the Indenture and the Continuing Disclosure Agreement are qualified in their entirety by reference to such documents, copies of which may be viewed at the offices of the Underwriter, Oppenheimer & Co. Inc., 4717 Grand Avenue, Suite 700, Kansas City, Missouri (816) , or will be provided to any prospective purchaser requesting the same, upon payment by such prospective purchaser of the cost of complying with such request. All references to the Bonds are qualified in their entirety by the definitive terms thereof and the information with respect thereto included in the Lease, the Indenture and the Continuing Disclosure Agreement. Authorization THE SERIES 2012 BONDS The Bonds are being issued pursuant to the Indenture and pursuant to and in full compliance with the Constitution and laws of the State of Missouri, including particularly Chapter 355 of the Revised Statutes of Missouri, as amended, and pursuant to proceedings duly had by the Corporation and the District. Description The Series 2012 Bonds are being issued in the principal amount shown on the inside cover page, are dated their date of delivery, bear interest at the rates per annum set forth on the inside cover page hereof, payable semiannually on April 1 and October 1 of each year, beginning on October 1, 2012, and mature on April 1 in the years and in the principal amounts set forth on the inside cover page hereof. The Bonds are issuable as fully registered Bonds without coupons in the denominations of $5,000 or any integral multiple thereof. Principal of the Bonds is payable at the payment office of the Trustee. Interest on the Bonds is payable (a) by check or draft mailed by the Trustee to the person in whose name each Bond is registered on the 15th day of the month next preceding an interest payment date at such person s address as it appears on the bond registration books (the Bond Register ) kept by the Trustee under the Indenture, or (b) in the case of the payment of interest to the Securities Depository or any Registered Owner of $500,000 or more in aggregate principal amount of Bonds, by electronic transfer to such Registered Owner upon written notice given to the Trustee by such Registered Owner not less than 5 days prior to the Record Date for such interest, containing the electronic transfer instructions including the bank (which shall be in the continental United States), ABA routing number and account number to which such Registered Owner wishes to have such transfer directed. Book-Entry Only System Ownership interests in the Bonds will be available to purchasers only through a book-entry only system (the Book-Entry Only System ) described under the caption BOOK-ENTRY ONLY SYSTEM below. Transfer Outside Book-Entry Only System If the Book-Entry Only System is discontinued, the following provisions would apply. The Bonds are transferable only upon the Bond Register upon surrender of the Bonds duly endorsed for transfer or accompanied by an assignment duly executed by the registered owner or his attorney or legal representative in a form satisfactory to the Trustee. Bonds may be exchanged for other Bonds of any denomination authorized by the Indenture in the same aggregate principal amount, series and maturity, upon presentation to the Trustee, subject to the terms, conditions and limitations set forth in the Indenture. The Trustee may make a charge for every such transfer or exchange sufficient to reimburse the Trustee for any tax or other governmental charge required to be paid with respect to any such exchange or transfer. -3-

10 Redemption Provisions Optional Redemption. The Series 2012 Bonds are not subject to optional redemption prior to maturity except as provided below. Extraordinary Optional Redemption in the Event of Damage, Destruction or Condemnation. The Bonds are to be subject to redemption and payment prior to the stated maturity thereof by the Corporation, at the option of the District, as a whole or in part on any date, at a redemption price of 100% of the principal amount of the Bonds being called for redemption, plus accrued interest to the redemption date, upon the occurrence of any of the following conditions or events: (1) if title to, or the use for a limited period of, the Facility is condemned by any authority having the power of eminent domain (other than the District or any entity controlled by or otherwise affiliated with the District); (2) if title to the Facility is found to be deficient or nonexistent to the extent that the efficient utilization of the Facility by the District is impaired; (3) if substantially all of the Facility is damaged or destroyed by fire or other casualty; or (4) if as a result of changes in the Constitution of the State of Missouri, or of legislative or administrative action by the State of Missouri or any political subdivision thereof, or by the United States, or by reason of any action instituted in any court, the Base Lease, the Lease or the Indenture become void or unenforceable, or impossible of performance without unreasonable delay, or in any other way, by reason of such occurrences, unreasonable burdens or excessive liabilities are imposed on the District or the Corporation. Selection of Bonds to be Redeemed. Bonds shall be redeemed only in the principal amount of $5,000 or any integral multiple thereof. When less than all of the Outstanding Bonds of any series are to be redeemed and paid prior to maturity, such Bonds shall be redeemed in the order of maturity determined by the District, Bonds of less than a full maturity to be selected by the Trustee in $5,000 units of face value by lot or in such other equitable manner as the Trustee may determine. Trustee s Duty to Redeem Bonds. The Trustee shall call Bonds for redemption and payment as provided in the Indenture and shall give notice of redemption as provided therein upon receipt by the Trustee at least 45 days prior to the redemption date of a written request of the Corporation with the consent of the District. Such request shall specify the principal amount of Bonds and their maturities to be called for redemption, the applicable redemption price or prices and the provision or provisions pursuant to which the Bonds are to be called for redemption. Notice and Effect of Call for Redemption. Official notice of any redemption of Bonds shall be given by the Trustee on behalf of the Corporation by mailing a copy of an official redemption notice at least 30 days prior to the date fixed for redemption by first class mail to the Underwriter of the Bonds and the Owner of the Bond or Bonds to be redeemed, unless waived by any Owner thereof, at the address shown on the Bond Register as of the date of the notice, as more fully described in the Indenture. The Trustee, as long as a book-entry system is used for the Bonds, will send notices of redemption only to the Securities Depository, as the registered owner of the Bonds. It is expected that the Securities Depository will notify the DTC Participants and request the DTC Participants to notify the Beneficial Owners of the Bonds of such redemption. Any failure of the Securities Depository to advise any of the DTC Participants or of any DTC Participant or any nominee to notify any Beneficial Owner of the Bonds, of any such notice and its content or effect will not affect the validity or sufficiency of the proceedings relating to the redemption of the Bonds called for redemption. -4-

11 Upon notice having been given as provided in the Indenture, the Bonds or the portions of the principal amount of Bonds called for redemption shall cease to bear interest on the specified redemption date, shall no longer be entitled to the protection, benefit or security of the Indenture and shall not be deemed to be Outstanding under the provisions of the Indenture. Any defect in any notice of redemption or the failure of any party to receive any such notice shall not cause any Bond called for redemption to remain Outstanding. Defeasance Provisions When the principal of, redemption premium, if any, and interest on all the Bonds have been paid in accordance with their terms or provision has been made for such payment, as described below, and provision also has been made for paying all other sums payable under the Indenture, including the fees and expenses of the Trustee to the date of retirement of the Bonds and all sums payable under the Lease, then the right, title and interest of the Trustee under the Indenture shall cease, determine and be void. Bonds shall be deemed to be paid within the meaning of the Indenture when payment of the principal of and the applicable redemption premium, if any, on the Bonds, plus interest thereon to the due date thereof (whether such due date is by reason of maturity or upon redemption as provided in the Indenture, or otherwise), either (1) has been made or caused to be made in accordance with the terms of the Indenture, or (2) provision therefor has been made by depositing with the Trustee or other duly authorized escrow agent, in trust and irrevocably setting aside exclusively for such payment, (i) moneys sufficient to make such payment or (ii) non-callable Defeasance Obligations maturing as to principal and interest in such amount and at such times as will ensure the availability of sufficient moneys to make such payment. When a Bond is deemed to be paid under the Indenture, the Bond shall no longer be secured by or be entitled to the benefits of the Indenture, except for the purposes of any payment from such moneys or Defeasance Obligations. In the case of Bonds which by their terms may be redeemed prior to the stated maturities thereof, no deposit described above shall be deemed a payment of such Bonds until, as to all Bonds which are to be redeemed prior to their respective stated maturities, proper notice of redemption has been given in accordance with the Indenture or irrevocable instructions have been given to the Trustee to give such notice. Limited Obligations; Sources of Payment SECURITY FOR THE BONDS The Bonds and all interest thereon are special, limited obligations of the Corporation, payable solely from (i) the Rental Payments derived by the Corporation from the lease of the Facility pursuant to the Lease and (ii) to the extent received by the Trustee, interest earnings, proceeds of insurance and condemnation awards, moneys on deposit in the Bond Reserve Fund and proceeds of the sale or lease of the Corporation s interest in the Facility. Under the Indenture, the Corporation will pledge and assign the Rental Payments under the Lease to the Trustee for the benefit of the Bondowners, as security for the payment of the Bonds and the interest thereon. THE BONDS DO NOT CONSTITUTE A DEBT OR LIABILITY OF THE DISTRICT OR OF THE STATE OF MISSOURI OR OF ANY POLITICAL SUBDIVISION THEREOF AND DO NOT CONSTITUTE AN INDEBTEDNESS WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY DEBT LIMITATION OR RESTRICTION. THE ISSUANCE OF THE BONDS DOES NOT OBLIGATE THE DISTRICT TO LEVY ANY FORM OF TAXATION THEREFOR OR TO MAKE ANY APPROPRIATION FOR THEIR PAYMENT IN ANY FISCAL YEAR SUBSEQUENT TO A FISCAL YEAR IN WHICH THE LEASE IS IN EFFECT. THE CORPORATION HAS NO TAXING POWER. -5-

12 Under the terms of the Lease, if the District elects to renew the Lease at the end of the Initial Term or any Renewal Term, it is obligated to budget, appropriate and set aside a portion of its general revenues derived from sales taxes, property taxes and other sources, which appropriation shall be sufficient to make the Rental Payments coming due during the ensuing fiscal year. The District is obligated to make semiannual Rental Payments to the Trustee during each fiscal year in which the Lease is in effect, which payments shall be sufficient to enable the Corporation to meet its obligation to pay the principal of, redemption premium, if any, and interest on the Bonds becoming due during such fiscal year (but only if the District elects to renew the Lease for each Renewal Term). THERE CAN BE NO ASSURANCE THAT THE DISTRICT WILL APPROPRIATE FUNDS FOR RENTAL PAYMENTS OR RENEW THE LEASE AFTER THE INITIAL LEASE TERM. NEITHER THE BONDS NOR THE LEASE CONSTITUTE A GENERAL OBLIGATION OR OTHER INDEBTEDNESS OF THE DISTRICT, NOR A MANDATORY PAYMENT OBLIGATION IN ANY FISCAL YEAR SUBSEQUENT TO A FISCAL YEAR IN WHICH THE LEASE IS IN EFFECT. THE DISTRICT IS NOT LEGALLY REQUIRED TO BUDGET OR APPROPRIATE MONEYS FOR ANY SUBSEQUENT FISCAL YEAR BEYOND THE CURRENT FISCAL YEAR. See BONDOWNERS RISKS herein. The Base Lease and the Lease are subject to the Panera Lease described under the caption PLAN OF FINANCING The Facility. Bond Reserve Fund A Bond Reserve Fund is established pursuant to the Indenture and is required to be funded from proceeds of the Series 2012 Bonds in the amount of $330,500 (the Bond Reserve Requirement ). Amounts in the Bond Reserve Fund are to be used to pay principal of and interest on the Series 2012 Bonds to the extent of any deficiency in the Bond Fund and for certain other purposes as described in Appendix B under the caption SUMMARY OF THE INDENTURE Application of Moneys in the Bond Reserve Fund. BOOK-ENTRY ONLY SYSTEM General. The Depository Trust Company ( DTC ), New York, New York, 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 each maturity of the Bonds, each in the aggregate principal amount of such maturity, and will be deposited with DTC. So long as Cede & Co., as nominee of DTC, is the registered owner of the Bonds, the Beneficial Owners of the Bonds will not receive or have the right to receive physical delivery of the Bonds, and references herein to the Bondowners or registered owners of the Bonds shall mean Cede & Co. and shall not mean the Beneficial Owners of the Bonds. DTC and its Participants. DTC, the world s largest securities 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 post-trade 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 & -6-

13 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 of 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 Purchase of Ownership Interests. 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. Transfers. 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 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. Notices. 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 the 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 a maturity 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. Voting. 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 Corporation 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 Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy). Payments of Principal and Interest. Redemption proceeds, distributions, and dividend payments 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 detail information from the Corporation or the Paying Agent, on the payment date in -7-

14 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, the Paying Agent, or the Corporation, 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 Corporation or the Paying Agent, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants. Discontinuation of Book Entry System. DTC may discontinue providing its services as depository with respect to the Bonds at any time by giving reasonable notice to the Corporation or the Paying Agent. Under such circumstances, in the event that a successor depository is not obtained, Bond certificates are required to be printed and delivered. The Corporation may decide to discontinue use of the system of book-entry-only transfers through DTC (or a successor securities depository). In that event, Bond certificates will be printed and delivered to DTC. The information in this section concerning DTC and DTC s book-entry system has been obtained from sources that the District, the Corporation and the Underwriter believe to be reliable, but the District, the Corporation and the Underwriter take no responsibility for the accuracy thereof, and neither the DTC Participants nor the Beneficial Owners should rely on the foregoing information with respect to such matters but should instead confirm the same with DTC or the DTC Participants, as the case may be. BONDOWNERS RISKS The purchase of the Bonds involves certain investment risks that are discussed throughout this Official Statement. Each prospective purchaser of the Bonds should evaluate all of the information presented in this Official Statement in order to make an informed investment decision. Certain risk factors relating to the Bonds are described below. Limited Obligations The Bonds are payable from amounts due under the Lease, which constitute currently budgeted expenditures of the District, payable only if the Board of Trustees appropriates sufficient moneys to extend the term of the Lease for each successive fiscal year. The Initial Term of the Lease commences as of the date of issuance and delivery of the Bonds and expires on June 30, The Lease is thereafter subject to successive one-year Renewal Terms commencing on July 1 of each year, with a final Renewal Term ending on June 30, 2022, subject to prior termination as provided in the Lease. The District s obligations under the Lease do not constitute indebtedness within the meaning of any constitutional or statutory debt limitation or restriction. The Board of Trustees of the District (the Board of Trustees ) has declared its current intention and expectation that the Lease will be renewed annually until the District acquires title to the Facility. However, such a declaration may not be construed as contractually obligating or otherwise binding the District. Subsequent members of the Board of Trustees may elect not to budget and appropriate moneys to make the payments required under the Lease even if sufficient funds are available therefor. Accordingly, the likelihood that the District will renew the Lease throughout the term of the Bonds is dependent upon certain factors which are beyond the control of the Bondowners, including (a) the continuing need of the District for the Facility, (b) the demographic conditions within the taxing district of the District, (c) the ability of the District to generate sufficient revenues from property taxes, state appropriations and other sources to pay its obligations under the Lease and the other obligations of the District and (d) the value of the Facility if the Corporation sells or leases -8-

15 its interest in the Facility or if the Trustee institutes any proceeding in the event of the termination of the term of the Lease as a result of an Event of Default or nonappropriation. Expiration or Termination of the Lease The Lease will expire by its terms on June 30 during each year unless the Board of Trustees, in its sole discretion, exercises the option provided in the Lease to extend its term for each next succeeding Renewal Term with a final Lease expiration date of June 30, Upon (a) the expiration of the Initial Term or any Renewal Term during which the District has determined not to appropriate funds for the next succeeding year, or (b) a default under the Lease and an election by the Trustee to terminate the possessory interest of the District under the Lease, the District s right of possession of the Facility under the Lease will expire or be terminated, as appropriate. See SUMMARY OF THE LEASE Events of Default and Remedies on Default in Appendix B hereto. If the District s right of possession of the Facility under the Lease expires or is terminated for either of the reasons described in the preceding paragraph, the obligation of the District to make payments thereunder will continue through the Initial Term or the Renewal Term then in effect, but not thereafter. The Bonds will be payable from, among other sources, moneys that may be available by way of recovery from the District of the Rental Payments that are due through the Initial Term or the Renewal Term then in effect. If the Lease expires at the end of the Initial Term or a Renewal Term without any extension for the next succeeding Renewal Term or if an event occurs as described above pursuant to which the Trustee terminates the District s right of possession of the Facility under the Lease, the Trustee may recover and relet or sell the Corporation s interest in the Facility as provided in the Indenture. The net proceeds of any reletting or selling of the Corporation s interest in the Facility, together with certain other moneys then held by the Trustee under the Indenture, are required to be used to pay the Bonds to the extent of such moneys. However, no assurance can be given that the Trustee could relet or sell the Corporation s interest in the Facility for the amount necessary (after taking into account moneys legally available from other sources) to pay in full the principal and interest on the Bonds. Furthermore, no assurance can be given that the amount, if any, realized upon any reletting or selling of the Corporation s interest in the Facility will be available to provide for the payment of the Bonds on a timely basis. The Base Lease and the Lease are subject to the Panera Lease described under the heading PLAN OF FINANCING The Facility. Potential investors should include the existence of the Panera Lease in their evaluation of the ability of the Trustee to recover and relet the Facility. If the Lease is terminated rent payments under the Panera Lease would continue to be made to the District. Delays in Exercising Remedies A termination of the District s right of possession of the Facility under the Lease as a result of an Event of Default or expiration of the term of the Lease at the end of the Initial Term or any Renewal Term without an extension for the next succeeding Renewal Term will give the Trustee the right to possession of, and the right to relet or sell the Corporation s interest in the Facility in accordance with the provisions of the Lease and the Indenture. However, the enforceability of the Lease and the Indenture is subject to applicable bankruptcy laws, equitable principles affecting the enforcement of creditors rights generally and liens securing such rights, the exercise of judicial authority by State of Missouri or federal courts and the exercise by the United States of America of the powers delegated to it by the federal constitution. Further, the Facility is used by the District for the performance of the governmental functions of the District. Due to the governmental use of the Facility and the delays inherent in reletting or selling the Corporation s interest in the Facility and other judicial remedies, no assurance can be given that (a) a court, in the exercise of judicial discretion, would enforce these remedies in a timely manner, or (b) any moneys realized by the Trustee upon an exercise of any remedies would be sufficient to pay the principal of and interest on the Bonds. If any such moneys are insufficient to pay all outstanding Bonds in full, the Bonds -9-

16 would be paid in part on a pro rata basis. Any delays in the ability of the Trustee to obtain possession of the Facility, of necessity, will result in delays in any payment of the principal of and interest on the Bonds. Destruction of the Facility The Lease requires the Facility to be insured as described under the captions in SUMMARY OF THE LEASE Casualty Insurance and Public Liability Insurance in Appendix B hereto. In the event of damage to or destruction of the Facility, the District is nevertheless required to continue to make Rental Payments under the Lease, subject to the exercise of its option provided in the Lease to extend the term of the Lease for each next succeeding Renewal Term and to the application of net proceeds from insurance and certain other sources to repair, restore, modify, improve or replace the affected portion of the Facility. If the net proceeds from insurance and such other sources are sufficient to repair, restore, modify, improve or replace the affected portion of the Facility, such proceeds are to be so applied. If such net proceeds are insufficient for such purpose, (a) the District is obligated to commence and thereafter complete the work and pay any cost in excess of such net proceeds, but only from funds appropriated for such purpose, in order for the affected portion of the Facility to be repaired, restored and replaced or (b) if the failure to repair or restore does not materially detract from the value of the Facility, such net proceeds may be deposited into the Bond Fund and used to redeem Bonds at the first possible date or to pay principal and interest on the Bonds as they become due. There can be no assurance either as to the adequacy of or timely payment under property damage insurance in effect at that time or that the District will elect to extend the term of the Lease for the next Renewal Term succeeding such damage or destruction. See SUMMARY OF THE LEASE Damage and Destruction in Appendix B hereto. Condemnation of the Facility Under Missouri Law, the District is, under certain circumstances, able to utilize the power to condemn property, or such property may be condemned on the District s behalf, for any purpose for which the District is authorized to acquire property. There is no assurance that if the District were to condemn the Corporation s interest under the Lease that the condemnation award would be sufficient to pay the outstanding principal of and interest on the Bonds. The District has agreed in the Lease that, in the event that the whole or any part of the Facility is taken by eminent domain proceedings, the interest of the Corporation will be recognized. Under the Lease, the District and the Corporation have reached an agreement on the terms of the acquisition of the Facility at the District s option, and to the use of the Facility. The District has agreed that any acquisition of the Facility or rights to their use by the District (whether pursuant to the exercise of eminent domain powers or otherwise) shall be pursuant to and in accordance with the Lease, including payment of Rental Payments and the applicable purchase price (as set forth in the Lease). If the District allows the Lease to expire without exercising its option to purchase, whether by failure to exercise its option to extend the Lease for a Renewal Term, failure to exercise its option to purchase at the conclusion of the Lease Term or failure to cure an Event of Default (as such terms are defined in the Lease), the District s failure to exercise the option to purchase shall constitute an irrevocable determination by the District that the Facility are not required by it for any public purpose for the term of the Lease. The enforceability of the foregoing agreements of the District has not been the subject of judicial interpretation. Other Factors Affecting the Operations of the District One or more of the following factors or events, or the occurrence of other unanticipated factors or events, could adversely affect the District operations and financial performance (and thereby the operations and financial performance of the Facility) to an extent that cannot be determined at this time: -10-

17 1. Changes in Administration. Changes in key management personnel could affect the capability of management of the District. 2. Future Economic Conditions. Adverse economic conditions or changes in demographics in the service area of the District could increase the cost to the District of providing its services. 3. Insurance Claims. Increases in the cost of general liability insurance coverage and the amounts paid in settlement of liability claims not covered by insurance could adversely impact the District s financial performance. 4. Environmental Hazards. The District has covenanted in the Lease Agreement to comply with all applicable environmental laws. No environmental studies have been performed with respect to the Site. The District is not aware of any environmental condition at the Site that requires any present remedial action. The discovery of such a condition may adversely affect the District s willingness to renew the Lease Agreement after the expiration of the Original Term or any Renewal Term. 5. Organized Labor Efforts. Efforts to organize employees of the District into collective bargaining units could result in adverse labor actions or increased labor costs. 6. Natural Disasters. The occurrence of natural disasters, such as tornados, earthquakes, floods or droughts, could damage the facilities of the District, interrupt services or otherwise impair operations and the ability of the District to produce revenues. Amendment of the Indenture, Lease and Base Lease Certain amendments to the Indenture, the Lease and the Base Lease may be made with consent of the owners of not less than a majority in principal amount of the Bonds (including any Additional Bonds which may be hereafter delivered) then outstanding affected by such supplemental indentures or supplemental leases. Such amendments may adversely affect the security of the owners of the Bonds. No Credit Enhancement No financial guaranty insurance policy, letter of credit or other credit enhancement will be issued to insure payment of the principal of or interest on the Series 2012 Bonds. Accordingly, any potential purchaser of the Series 2012 Bonds should consider the financial ability of the District to pay Rental Payments under the Lease. Bond Reserve Fund At the time of delivery of the Series 2012 Bonds, the Bond Reserve Fund will be funded in an amount equal to $330,500 (the Bond Reserve Requirement ). There can be no assurance that the amounts on deposit in the Bond Reserve Fund will be available if needed for payment of the Series 2012 Bonds in the full amount of the Bond Reserve Requirement because (1) of fluctuations in the market value of the securities deposited therein and/or (2) if funds are transferred to the Bond Fund, sufficient revenues may not be available or appropriated to replenish the Bond Reserve Fund to the Bond Reserve Requirement. -11-

18 Effects of Termination of the Lease on the Series 2012 Bonds Bond Counsel has rendered no opinion with respect to the applicability or inapplicability of the registration requirements of the Securities Act of 1933, as amended, to any Bond subsequent to termination of the Lease by reason of an Event of Default or nonappropriation by the District. If the Initial Term or any Renewal Term is terminated by reason of such events, there is no assurance that the Series 2012 Bonds may be transferred by an Owner thereof without compliance with the registration provisions of the Securities Act of 1933, as amended, or the availability of an exemption therefrom. Bond Counsel is not rendering an opinion with respect to the tax-exempt status of the interest on the Series 2012 Bonds subsequent to the termination of the Lease for any reason (including an Event of Default or an event of nonappropriation under the Lease). If the Lease is terminated while Series 2012 Bonds are outstanding, there is no assurance that interest payments made to Series 2012 Bond owners after such termination will be excludable from gross income for federal or State of Missouri income tax purposes. Taxability The Series 2012 Bonds are not subject to redemption nor is the interest rate subject to adjustment in the event of a determination by the Internal Revenue Service or a court of competent jurisdiction that the interest paid or to be paid on any Series 2012 Bond is or was includible in the gross income of the Owners of the Series 2012 Bonds for federal income tax purposes. It may be that Owners of the Series 2012 Bonds would continue to hold their bonds, receiving principal and interest as and when due, but would be required to include such interest payments in gross income for federal income tax purposes. Bond Counsel expresses no opinion as to the federal tax exemption of interest on the Series 2012 Bonds in the event of payment thereof (a) if the District fails to budget and appropriate sufficient moneys to pay the Rental Payments due under the Lease or (b) the Lease terminates for any reason. Loss of Premium from Redemption of Bonds Any person who purchases a Series 2012 Bond at a price in excess of its principal amount or who holds such Series 2012 Bond trading at a price in excess of par should consider the fact that the Series 2012 Bonds are subject to redemption prior to maturity at the redemption prices described herein in the event such Series 2012 Bonds are redeemed prior to maturity. See the section herein captioned THE SERIES 2012 BONDS Redemption Provisions. Secondary Market There is no assurance that a secondary market will develop for the purchase and sale of the Series 2012 Bonds. Prices of municipal securities in the secondary market are subject to adjustment upward and downward in response to changes in the credit markets and changes in operating performance of the entities operating the facilities subject to the municipal securities. From time to time the secondary market trading in selected issues of municipal securities as a result of the financial condition or market position of the underwriters, prevailing market conditions, or a material adverse change in the operations of that entity, whether or not the subject securities are in default as to principal and interest payments, and other factors which may give rise to uncertainty concerning prudent secondary market practices. Municipal securities are generally viewed as long-term investments, subject to material unforeseen changes in the investor s circumstances, and may require commitment of the investor s funds for an indefinite period of time, perhaps until maturity. -12-

19 PLAN OF FINANCING The Refunding Plan The Series 2012 Bonds are being issued to refund the Refunded Bonds, which are outstanding in the aggregate principal amount of $3,375,000. The maturity and principal amounts of the Refunded Bonds being refunded are as follows: Due Amount 2013 $270, , , , , , , , , ,000 The Corporation will deposit $3,396, in the Escrow Fund established under an Escrow Letter of Instructions (the Escrow Agreement ), between the Corporation and Commerce Bank, Kansas City, Missouri (the Escrow Agent ). Such moneys deposited with the Escrow Agent will be used to pay the principal of and interest on the Refunded Bonds when called for redemption. The Refunded Bonds will be called for redemption on or about May 26, 2012 or the next business day thereafter. After the issuance of the Bonds and the deposit of the proceeds thereof and other moneys with the Escrow Agent pursuant to the Escrow Agreement, the holders of the Refunded Bonds are given a lien on, and the principal of and interest on the Refunded Bonds will be payable from, the moneys held in the Escrow Fund. Under the Escrow Agreement, the moneys held by the Escrow Agent are pledged for such purposes and no other. Sources and Uses of Funds The following table summarizes the estimated sources of funds, including the proceeds from the sale of the Bonds, and the expected uses of such funds, in connection with the plan of financing: Sources of Funds: Uses of Funds: Principal Amount of the Bonds $3,305, Premium 65, Transfers from prior issue reserve funds 474, Total $3,844, Deposit to Escrow Fund $3,396, Deposit to Bond Reserve Fund 330, Costs of issuance including underwriter s discount 116, Total $3,844,

20 The Facility The Facility that is subject to the Base Lease and the Lease is commonly known as the Library Station. The Library Station is the newest "destination library" in the District. The 36,000-square-foot facility houses a large collection of print and electronic resources, a consumer law collection, an automotive repair collection and a local history and genealogy department. In addition, there is a fully equipped mobile computer lab, private study rooms, state-of-the-art reference technology and numerous other expanded services. The Library Station includes other amenities characteristic of larger, urban libraries. Those features include ten different configurations of meeting rooms, a large, comfortable reading room, a Between Friends Gift Shop and a Panera Bread café ( Panera ). The proceeds of the Series 2002C Bonds (which were originally issued by the Corporation and have since been retired) were used to pay certain costs of incorporating the Panera in Library Station, with tenant finish costs paid by The Traditional Bakery, Inc. (the Franchisee ), the Panera franchisee that leases the space where the Panera is located from the District. The lease between the District and Franchisee (the Panera Lease ) was effective in 2003 and had initial 5 year term, with three 5 year renewal options that are exercised at the option of the Lessee. During the initial lease term the amount of rent due to the District under the Panera Lease was $4, per month, which amount is increased by 10% in each option term over the prior term. The Panera Lease is currently in its first option term. The Panera Lease provides that the leased premises are only to be used for a Bakery Café. The lease is for approximately 4,300 feet of space. In addition, the Panera has exclusive use of a shared meeting room between 11:00 a.m. and 1:30 p.m. each day. The Facility includes approximately acres of real property. The Lease and the Base Lease are subject to the Panera Lease. Upon termination of the Lease, the Panera Lease would remain in effect and Rental Payments under the Panera Lease continuing to be made to the District. Organization, Powers and Purposes THE CORPORATION The Public Building Corporation of the Springfield-Greene County Library District is a nonprofit public service corporation duly organized and existing under the laws of the State of Missouri, including particularly Chapter 355 of the Revised Statutes of Missouri, for the purpose of benefiting and carrying out the purposes of the District by providing for the planning, development, acquisition, construction, reconstruction, improvement, extension, repair, remodeling, renovation and financing of sites, buildings, structures, facilities, furnishings and equipment for the benefit or use of the District for library purposes. The Corporation is authorized pursuant to law to issue the Bonds, to lease the Facility to the District and to secure the Bonds under the Indenture, as herein described. The Corporation is organized for charitable, educational and civic purposes and is operated for the benefit of the District. No part of the net earnings or other assets of the Corporation shall inure to the benefit of any director, officer, contributor or other private individual having directly or indirectly any personal or private interest in the activities of the Corporation. Other Financings The only currently outstanding financing of the Corporation is represented by the Refunded Bonds, which are being refunded by the Series 2012 Bonds. Pursuant to the Indenture, the Corporation may at some time in the future issue Additional Bonds on a parity with the Bonds in order to provide for further -14-

21 improvements, repair or renovation of the Facility, but there are no current plans for the issuance of such Additional Bonds. The Corporation is also authorized to issue bonds to finance other projects of the District. Income of the Corporation The only anticipated income of the Corporation will be the Rental Payments to be made by the District and investment earnings accruing on funds held by the Trustee. The Trustee will maintain appropriate records and accounts in order to account for income received and disbursements made by the Corporation. Board of Directors The affairs and activities of the Corporation are managed by a five-member Board of Directors. The Directors are appointed by the President of the District, with the advice and consent of the Board of Trustees of the District. The current members of the Board of Directors of the Corporation are: Name Office Principal Occupation Doug Nickell President Attorney (Lathrop & Gage LLP) David Compere Vice President Finance (Lawing Financial) Sean Balisle Secretary / Treasurer Accounting (Kirkpatrick, Phillips & Miller) Kenton DeVries Director Banking (Guaranty Bank) Doug Lee Director Attorney (Carnahan, Evans, Cantwell & Brown) THE DISTRICT The District is a combined city-county library district organized and existing under the laws of the State of Missouri to provide library services primarily to the residents of the City of Springfield and Greene County in the State of Missouri. The District s boundaries include all of Greene County, Missouri (which includes the City of Springfield, Missouri). The District was originally formed in 1904 and merged as a city/county library district in A Board of Trustees governs the District and consists of nine members appointed by the governing bodies of the City of Springfield, Missouri, and Greene County, Missouri See Appendix A: THE DISTRICT and Appendix C: AUDITED FINANCIAL STATEMENTS OF THE DISTRICT. FINANCIAL STATEMENTS The District maintains its financial records on the basis of a fiscal year ending June 30. Set forth in Appendix C are the District s audited financial statements for the fiscal years ended June 30, 2010 and Approval of Legality LEGAL MATTERS Legal matters incident to the authorization, issuance and sale of the Series 2012 Bonds are subject to the approving legal opinion of Gilmore & Bell, P.C., Kansas City, Missouri, Bond Counsel. Certain legal matters relating to the Official Statement will be passed upon by Gilmore & Bell, P.C., Kansas City, Missouri -15-

22 Litigation There is not now pending or, to the knowledge of the Corporation or the District, threatened, any litigation seeking to restrain or enjoin or in any way limit the approval or the issuance and delivery of this Official Statement or the Series 2012 Bonds or the proceedings or authority under which they are to be issued. There is no litigation pending or, to the knowledge of the Corporation or the District, threatened which in any manner challenges or threatens the powers of the Corporation and the District to enter into or carry out the transactions contemplated by the Indenture, the Lease or the Base Lease. TAX MATTERS The following is a summary of the material Federal and State of Missouri income tax consequences of holding and disposing of the Series 2012 Bonds. This summary is based upon laws, regulations, rulings and judicial decisions now in effect, all of which are subject to change (possibly on a retroactive basis). This summary does not discuss all aspects of Federal income taxation that may be relevant to investors in light of their personal investment circumstances or describe the tax consequences to certain types of holders subject to special treatment under the Federal income tax laws (for example, dealers in securities or other persons who do not hold the Series 2012 Bonds as a capital asset, tax-exempt organizations, individual retirement accounts and other tax deferred accounts, and foreign taxpayers), and, except for the income tax laws of the State of Missouri, does not discuss the consequences to an owner under any state, local or foreign tax laws. The summary does not deal with the tax treatment of persons who purchase the Series 2012 Bonds in the secondary market at a premium or a discount. Prospective investors are advised to consult their own tax advisors regarding Federal, state, local and other tax considerations of holding and disposing of the Series 2012 Bonds. Opinion of Bond Counsel In the opinion of Gilmore & Bell, P.C., Bond Counsel, under the law existing as of the issue date of the Series 2012 Bonds: Federal and Missouri Tax Exemption. The interest on the Series 2012 Bonds is excludable from gross income for federal income tax purposes and is exempt from income taxation by the State of Missouri. Alternative Minimum Tax. Interest on the Series 2012 Bonds is not an item of tax preference for purposes of computing the federal alternative minimum tax imposed on individuals and corporations, but is taken into account in determining adjusted current earnings for the purpose of computing the alternative minimum tax imposed on certain corporations. Bank Qualification. The Series 2012 Bonds are qualified tax-exempt obligations within the meaning of Section 265(b)(3) of the Code, and, in the case of certain financial institutions (within the meaning of Section 265(b)(5) of the Code), a deduction is allowed for 80 percent of that portion of such financial institution s interest expense allocable to interest on the Series 2012 Bonds. Bond Counsel s opinions are provided as of the date of the original issue of the Series 2012 Bonds, subject to the condition that the Corporation and the District comply with all requirements of the Code that must be satisfied subsequent to the issuance of the Series 2012 Bonds in order that interest thereon be, or continue to be, excludable from gross income for federal income tax purposes. The Corporation and the District have covenanted to comply with all of these requirements. Failure to comply with certain of these requirements may cause the inclusion of interest on the Series 2012 Bonds in gross income for federal income tax purposes retroactive to the date of issuance of the Series 2012 Bonds. Bond Counsel is expressing no -16-

23 opinion regarding other federal, state or local tax consequences arising with respect to the Series 2012 Bonds but has reviewed the discussion under the heading TAX MATTERS. Other Tax Consequences Original Issue Premium. If a Bond is issued at a price that exceeds the stated redemption price at maturity of the Bond, the excess of the purchase price over the stated redemption price at maturity constitutes premium on that Bond. Under Section 171 of the Code, the purchaser of that Bond must amortize the premium over the term of the Bond using constant yield principles, based on the purchaser s yield to maturity. As premium is amortized, the owner s basis in the Bond and the amount of tax-exempt interest received will be reduced by the amount of amortizable premium properly allocable to the owner. This will result in an increase in the gain (or decrease in the loss) to be recognized for federal income tax purposes on sale or disposition of the Bond prior to its maturity. Even though the owner s basis is reduced, no federal income tax deduction is allowed. Prospective investors should consult their own tax advisors concerning the calculation and accrual of bond premium. Sale, Exchange or Retirement of Bonds. Upon the sale, exchange or retirement (including redemption) of a Bond, an owner of the Bond generally will recognize gain or loss in an amount equal to the difference between the amount of cash and the fair market value of any property received on the sale, exchange or retirement of the Bond (other than in respect of accrued and unpaid interest) and such owner s adjusted tax basis in the Bond. To the extent a Bond is held as a capital asset, such gain or loss will be capital gain or loss and will be long-term capital gain or loss if the Bond has been held for more than 12 months at the time of sale, exchange or retirement. Reporting Requirements. In general, information reporting requirements will apply to certain payments of principal, interest and premium paid on the Bonds, and to the proceeds paid on the sale of the Bonds, other than certain exempt recipients (such as corporations and foreign entities). A backup withholding tax will apply to such payments if the owner fails to provide a taxpayer identification number or certification of foreign or other exempt status or fails to report in full dividend and interest income. The amount of any backup withholding from a payment to an owner will be allowed as a credit against the owner s federal income tax liability. Collateral Federal Income Tax Consequences. Prospective purchasers of the Series 2012 Bonds should be aware that ownership of the Bonds may result in collateral federal income tax consequences to certain taxpayers, including, without limitation, financial institutions, property and casualty insurance companies, individual recipients of Social Security or Railroad Retirement benefits, certain S corporations with excess net passive income, foreign corporations subject to the branch profits tax, life insurance companies, and taxpayers who may be deemed to have incurred or continued indebtedness to purchase or carry or have paid or incurred certain expenses allocable to the Series 2012 Bonds. Bond Counsel expresses no opinion regarding these tax consequences. Purchasers of Bonds should consult their tax advisors as to the applicability of these tax consequences and other federal income tax consequences of the purchase, ownership and disposition of the Bonds, including the possible application of state, local, foreign and other tax laws. RATING Moody s Investors Service has assigned the Series 2012 Bonds the rating set forth on the cover page hereof which reflects its evaluation of the investment quality of the Series 2012 Bonds. Such rating reflects only the view of such rating agency, and an explanation of the significance of such rating may be obtained therefrom. There is no assurance that the rating will remain in effect for any given period of time or that it will not be revised, either downward or upward, or withdrawn entirely, by said rating agency if, in its judgment, circumstances warrant. Any such downward revisions or withdrawal of the rating may have an adverse effect on the market price of the Series 2012 Bonds. -17-

24 UNDERWRITING Oppenheimer & Co. Inc., Kansas City, Missouri, the underwriter named on the cover page hereof (the Underwriter ), has agreed, subject to certain conditions, to purchase the Series 2012 Bonds from the Corporation at a price equal to $3,320, (representing the par amount of the Series 2012 Bonds less an underwriter s discount of $49, and plus a premium of $65,312.10). The Underwriter is purchasing the Series 2012 Bonds from the Corporation for resale in the normal course of the Underwriter s business activities. The Underwriter will sell certain of the Series 2012 Bonds at a price greater than such purchase price, as shown on the cover hereof. The Underwriter reserves the right to offer any of the Series 2012 Bonds to one or more purchasers on such terms and conditions and at such price or prices as the Underwriter, in its discretion, shall determine. The Underwriter has read and participated in the preparation of certain portions of this Official Statement and has supervised the compilation and editing thereof. The Underwriter has not, however, independently verified the factual and financial information contained in this Official Statement and, accordingly, expresses no view as to the sufficiency or accuracy thereof. CONTINUING DISCLOSURE The District and Commerce Bank (the Dissemination Agent ) are entering into a Continuing Disclosure Agreement for the benefit of the owners and Beneficial Owners of the Series 2012 Bonds in order to comply with Rule 15c2-12 of the Securities and Exchange Commission (the Rule ). The District is the only obligated person with responsibility for continuing disclosure. Pursuant to the Continuing Disclosure Agreement, the District will, or will cause the Dissemination Agent to, not later than 180 days after the end of the District s fiscal year, provide to the Municipal Securities Rulemaking Board (the MSRB ) the following financial information and operating data (the Annual Report ): (1) The audited financial statements of the District for the prior fiscal year. If audited financial statements are not available by the time the Annual Report is required to be filed, the Annual Report shall contain unaudited financial statements in a format similar to the financial statements contained in this Official Statement, and the audited financial statements will be filed in the same manner as the Annual Report promptly after they become available. (2) Updates as of the end of the fiscal year of the financial information and operating data contained in Appendix A of this Official Statement under the following sections: DEBT STRUCTURE OF THE DISTRICT Current General Obligation Indebtedness of the District Other Obligations of the District FINANCIAL INFORMATION CONCERNING THE DISTRICT Sources of Revenue Assessment and Collection of Ad Valorem Taxes Current Assessed Valuation Tax Collection Record Pursuant to the Continuing Disclosure Agreement, the District also will give, or cause the Dissemination Agent to give, notice of the occurrence of any of the following events with respect to the Series 2012 Bonds within 10 business days of their occurrence ( Material Events ): -18-

25 (1) principal and interest payment delinquencies; (2) non-payment related defaults, if material; (3) unscheduled draws on debt service reserves reflecting financial difficulties; (4) unscheduled draws on credit enhancements reflecting financial difficulties; (5) substitution of credit or liquidity providers, or their failure to perform; (6) adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other material notices or determinations with respect to the tax status of the Bonds, or other material events affecting the tax status of the Bonds; (7) modifications to rights of bondholders, if material; (8) bond calls, if material, and tender offers; (9) defeasances; (10) release, substitution or sale of property securing repayment of the Bonds, if material; (11) rating changes; (12) bankruptcy, insolvency, receivership or similar event of the District; (13) the consummation of a merger, consolidation, or acquisition involving the District or the sale of all or substantially all of the assets of the District, 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 (14) appointment of a successor or additional trustee or the change of name of the trustee, if material. If the Dissemination Agent has been instructed by the District to report the occurrence of a Material Event, the Dissemination Agent will promptly file a notice of such occurrence with the MSRB, with a copy to the District. The District may, from time to time, appoint or engage a successor Dissemination Agent to assist it in carrying out its obligations under the Continuing Disclosure Agreement, and may discharge any such Agent, with or without appointing a successor Dissemination Agent. The Dissemination Agent is not responsible in any manner for the content of any notice or report prepared by the District pursuant to the Continuing Disclosure Agreement. Notwithstanding any other provision of the Continuing Disclosure Agreement, the District and the Dissemination Agent may amend the Continuing Disclosure Agreement (and the Dissemination Agent shall agree to any amendment so requested by the District) and any provision of the Continuing Disclosure Agreement may be waived, provided Bond Counsel or other counsel experienced in federal securities law matters provides the Dissemination Agent with its opinion that the undertaking of the District, as so amended or after giving effect to such waiver, is in compliance with the Rule and all current amendments thereto and interpretations thereof that are applicable to the Continuing Disclosure Agreement. In the event of a failure of the District or the Dissemination Agent to comply with any provision of the Continuing Disclosure Agreement, the Trustee, the Underwriter or any owner or Beneficial Owner of the Series 2012 Bonds may take such actions as may be necessary and appropriate, including seeking mandamus or specific performance by court order, to cause the District or the Dissemination Agent, as the case may be, to comply with its obligations under the Continuing Disclosure Agreement. A default under the Continuing Disclosure Agreement will not be deemed an event of default under the Indenture, the Lease or the Series 2012 Bonds, and the sole remedy under the Continuing Disclosure Agreement in the event of any failure of the District or the Dissemination Agent to comply with the Continuing Disclosure Agreement will be an action to compel performance. -19-

26 The District has previously engaged in an undertaking similar to the Continuing Disclosure Agreement to provide to the national information repositories (presently, only the MSRB) the audited financial statements of the District and updates of certain operating data of the District. The District did not provide the operating data updates required by its prior undertaking. With the filing of certain operating data of the District on or prior to the issue date of the Series 2012 Bonds, all required disclosures under the District s prior undertaking are up to date as of the date thereof. These materials are available at as described in the following section. The Continuing Disclosure Agreement contains procedures for notification of the District which are designed to promote compliance with the District s obligations thereunder with respect to the timeliness and content of Annual Reports. Electronic Municipal Market Access System (EMMA) All Annual Reports and notices of Material Events required to be filed by the District or the Dissemination Agent pursuant to the Continuing Disclosure Agreement must be submitted to the MSRB through the MSRB s Electronic Municipal Market Access system ( EMMA ). EMMA is an internet-based, online portal for free investor access to municipal bond information, including offering documents, material event notices, real-time municipal securities trade prices and MSRB education resources, available at Nothing contained on EMMA relating to the District or the Series 2012 Bonds is incorporated by reference in this Official Statement. MISCELLANEOUS References herein to the Indenture, the Lease, the Base Lease, the Continuing Disclosure Agreement and certain other matters are brief discussions of certain provisions thereof. Such discussions do not purport to be complete, and reference is made to such documents for full and complete statements of such provisions. Any statements made in this Official Statement involving matters of opinion or of estimates, whether or not so expressly stated, are set forth as such and not as representations of fact, and no representation is made that any of the estimates will be realized. [Remainder of Page Intentionally Blank] -20-

27 The form of this Official Statement and its distribution and use by the Underwriter have been approved by the Corporation and the District; however, the Corporation has made no warranty or representations regarding either the accuracy or sufficiency of any material contained herein. Neither the Corporation nor any of its officers, directors or employees, in either their official or personal capacities, has made any warranties, representations or guarantees regarding the financial condition of the District or the District s ability to make payments required of it under the Lease and the Indenture; and further, neither the Corporation nor its officers, directors or employees assumes any duties, responsibilities or obligations in relation to the issuance of the Series 2012 Bonds other than those either expressly or by fair implication imposed on the Corporation by the Lease and the Indenture. THE PUBLIC BUILDING CORPORATION OF THE SPRINGFIELD-GREENE COUNTY LIBRARY DISTRICT By /s/doug Nickell President, Board of Directors SPRINGFIELD-GREENE COUNTY LIBRARY DISTRICT By/ s/leslie Carrier President, Board of Trustees -21-

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29 APPENDIX A THE DISTRICT

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31 APPENDIX A THE DISTRICT TABLE OF CONTENTS Page GENERAL AND DEMOGRAPHIC INFORMATION... 1 General... 1 Governance... 1 Population Information... 1 Transportation and Communication Facilities... 2 Educational Institutions and Facilities... 2 ECONOMIC INFORMATION CONCERNING THE COUNTY... 2 Commerce and Industry... 2 Employment... 3 Income Statistics... 3 Housing... 3 DEBT STRUCTURE OF THE DISTRICT... 4 Overview... 4 Current General Obligation Indebtedness of the District... 4 Other Obligations of the District... 4 Overlapping or Underlying Indebtedness... 7 Legal Debt Capacity... 7 Authority to Incur Debt... 7 Employee Retirement System... 7 FINANCIAL INFORMATION CONCERNING THE DISTRICT... 9 Measurement Focus, Basis of Accounting, and Financial Statement Presentation... 9 Fund Accounting... 9 Budgetary Policy Sources of Revenue Summary of Revenues and Expenses Assessment and Collection of Ad Valorem Taxes... 12

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33 GENERAL AND DEMOGRAPHIC INFORMATION General The District is a public library district organized and existing under the laws of the State of Missouri to provide library services primarily to the residents of the City of Springfield and Greene County in the State of Missouri. The District s boundaries include all of Greene County. In 1905 the first Springfield Public Library opened, and in 1951 the Greene County Library started in the basement of the Court House. It was in 1971 that these two libraries merged into the Springfield-Greene County Library District. Governance A Board of Trustees governs the District and is composed of nine members who serve no more than two three-year staggered terms of office. Five members are appointed by the Mayor of Springfield to represent the City and four are appointed by the Greene County Commission to represent the County. The function of the District Board of Trustees is to set policy, approve the annual budget and hire the Director. Board of Trustees committees are appointed by the Board President. Additional information regarding the District may be obtained from its Executive Director, Regina Greer Cooper, Springfield-Greene County Library, 4653 S. Campbell P.O. Box 760, Springfield, Missouri Population Information The following table sets forth the population for the City, the County and the State of Missouri: City of Springfield 140, , ,498 Greene County 207, , ,174 State of Missouri 5,117,073 5,595,211 5,988,927 Source: U.S. Census Bureau The following table sets forth the age distribution of the 2010 population of Greene County and the District: Age Greene County Source: U.S. Census Bureau, Census Under 5 17, years 31, years 19, years 27, years 38, years 32, years 36, years 31, years and older 38,593 Total 275,174 Median Age 35.8 A-1

34 Transportation and Communication Facilities The Springfield/Branson National Airport provides service with three airlines offering daily non-stop jet service to eleven major hubs throughout the United States. The airlines represented are AirTran Airways, Frontier Airlines and Branson AirExpress. The Springfield/Branson National Airport is located on approximately 2,800 acres at the northwest edge of the City with a 7,140 foot runway and an 8,000 foot runway. A new 58,000 square foot terminal building opened in May, The County is served by the Burlington Northern Santa Fe and Union Pacific rail systems. Regular motor carrier service is provided daily. The County is a major freight break point center for Roadway Express, Inc., on east to west freight movements. Local telephone service is primarily provided by AT&T and many other companies. The City of Springfield is the location of and is served by nine commercial television stations, a public television station, at least 15 commercial broadcast radio stations and a public radio station. Educational Institutions and Facilities There are eight public school districts in the County with 83 schools and a total enrollment of 39,553 students. In addition, there are several private schools in the community. There are six institutions of higher education located in the County. Missouri State University is the largest with 22,866 students. Ozarks Technical Community College offers technical and vocational training to residents of the 13 school districts which lie within the boundaries of the College. Commerce and Industry ECONOMIC INFORMATION CONCERNING THE COUNTY Listed below are the major employers located within the Springfield Metropolitan Statistical Area ( MSA ), which includes Greene, Christian, Webster, Dallas and Polk Counties: Employer Type of Business Employees Mercy Health System Health Care 9,036 CoxHealth Systems Health Care 7,560 Wal-Mart Stores Inc. Retail 4,000 Springfield Public Schools Education 2,911 United States Government Government 2,500 Bass Pro Shops / Tracker Marine (HQ) Retail/manufacturing 2,363 State of Missouri Government 2,306 Missouri State University Education 2,149 O Reilly Auto Parts (HQ) Retail/manufacturing 1,673 Citizens Memorial Healthcare Health Care 1,600 Source: Springfield Business and Development Corporation, Summer 2011 A-2

35 Employment The following table sets forth unemployment figures for the last five years for the City of Springfield, Greene County and the State of Missouri City of Springfield Total Labor Force 86,574 85,352 80,439 80,180 82,810 Unemployed 3,877 4,863 6,955 6,929 5,561 Unemployment Rate 4.5% 5.7% 8.6% 8.6% 6.7% Greene County Total Labor Force 142, , , , ,492 Unemployed 5,661 7,076 11,709 11,722 10,800 Unemployment Rate 4.0% 5.0% 8.4% 8.4% 7.6% State of Missouri Total Labor Force 3,050,422 3,046,891 3,051,123 3,014,310 3,037,949 Unemployed 154, , , , ,782 Unemployment Rate 5.1% 6.1% 9.3% 9.6% 8.7% Source: Missouri Economic Research and Information Center Income Statistics The following table sets forth income figures in the County and related areas: Per Capita Median Family City of Springfield $20,793 $44,042 Greene County 23,443 53,044 State of Missouri 24,724 57,661 United States 27,334 62,982 Source: U.S. Census Bureau, American Community Survey, 5-Year Estimates Housing The median value of owner occupied housing units in the County and related areas were as follows: Median Value City of Springfield $103,800 Greene County 125,500 State of Missouri 137,700 United States 188,400 Source: U.S. Census Bureau, American Community Survey, 5-Year Estimates A-3

36 DEBT STRUCTURE OF THE DISTRICT Overview * The following table summarizes certain financial information concerning the District. This information should be reviewed in conjunction with the information contained in this section and the excerpts of financial statements of the District in APPENDIX C hereto Assessed Valuation 1 $4,268,034, Estimated Actual Valuation 2 $18,366,189,190 Outstanding General Obligation Bonds ( Direct Debt ) $0 Other Obligations ( Other Obligations ) 3 $3,305,000 Total Direct Debt and Other Obligations $3,305,000 Estimated Population 275,174 Ratio of Direct Debt and Other Obligations to Assessed Valuation 0.08% Ratio of Direct Debt and Other Obligations to Estimated Actual Valuation 0.02% Overlapping and Underlying General Obligation ( Indirect Debt ) 4 $380,937,811 Total Direct Debt, Other Obligations and Indirect Debt $384,242,811 Per Capita Direct Debt, Other Obligations and Indirect Debt $1, Ratio of Direct Debt, Other Obligations and Indirect Debt to Assessed Valuation 9.00% Ratio of Direct Debt, Other Obligations and Indirect Debt to Estimated Actual Valuation 2.09% 1 Includes 2011 real and personal property as provided by the Greene County Assessor. For further details see PROPERTY TAX INFORMATION CONCERNING THE DISTRICT. 2 Estimated actual valuation is calculated by dividing different classes of property by the corresponding assessment ratio. For a detail of these different classes and ratios see PROPERTY TAX INFORMATION CONCERNING THE DISTRICT. 3 Includes only the Series 2012 Bonds. 4 For further details see DEBT STRUCTURE OF THE DISTRICT Overlapping or Underlying Indebtedness. Current General Obligation Indebtedness of the District The District has no outstanding general obligation indebtedness. The District has never defaulted on the payment of any of its debt obligations. Other Obligations of the District Revenue Bonds. In 2002, the Public Building Corporation of the Springfield-Greene County Library District issued leasehold revenue bonds to finance the facility. A portion of such bonds constitute the Refunded Bonds. Upon the issuance of the Series 2012 Bonds and the refunding of the Refunded Bonds, the Series 2012 Bonds will be the only bonds of the District or the Corporation that are outstanding: [Remainder of Page Intentionally Blank] * Preliminary, subject to change. A-4

37 Leases Building Leases. The District leases buildings for various branch outlets under varying operating lease terms, and is required to pay all executory costs including maintenance, insurance and property taxes. Certain information regarding these leases is shown below: Description Expiration Future Minimum Lease Payments Year Ended 6/30/11 Expense Ash Grove June 2013 $16,353 $5,451 Fair Grove December ,250 9,300 Republic October ,218, ,520 Willard May ,030 41,493 Park Central June ,760 35,640 Strafford July ,366 23,700 Total $1,477,959 $259,104 Future minimum lease payments under the building leases are summarized as follows: Year Ending June 30 Future Minimum Lease Payments 2012 $248, , , , ,520 Thereafter Total 500,600 $1,477,959 Operating Leases. The District leases various office equipment and maintains service contracts under cancelable agreements on either a month-to-month basis or a year-to-year basis. In addition, the District has entered into multi-year operating lease agreements for copiers and café equipment. The following is a schedule of the future minimum lease payments under the operating leases (assuming noncancellation): Year Ending June 30 Future Minimum Lease Payments 2012 $57, , Total 13,918 $123,867 [Remainder of Page Intentionally Blank] A-5

38 Lease Revenue. The District leases approximately 4,300 of the total 32,000 sq. ft. of the Library Station to The Traditional Bakery, Inc. Total cost of the Library Station facility is $3,132,021 and total accumulated depreciation is $688,567. The lease term is for 60 months beginning June 25, The lease agreement provides the option to renew the lease for three additional five year terms with monthly rent increasing ten percent over the prior term. Effective June 25, 2008, the first renewal option was signed. Rent received from this lease during fiscal year ended June 30, 2011 was $61,490. Future expected minimum rental payments to be received under the lease agreement is as follows: Year Ending June 30 Future Minimum Rental Payments 2012 $61, ,490 Total $122,980 The District leases approximately 1,425 square feet of the Library Center to Mudhouse, Inc. The total cost of the Library Center facility is $3,696,121 and the total accumulated depreciation is $1,133,312. The lease term is for three years beginning February 1, 2009 with rental payments based upon the gross sales of the preceding lease year. Rent received from this lease during fiscal year ended June 30, 2011 was $9,534. Capital Lease. During the fiscal year ended June 30, 2010, the District entered into a three-year capital lease for the acquisition of computer equipment totaling $71,357. Future minimum lease payments under this lease are as follows: Year Ending June 30 Future Minimum Lease Payments 2012 $15,681 Line of Credit. The District has a $2,000,000 line-of-credit with Great Southern Bank to meet operating needs prior to receiving tax revenues. Interest is payable monthly at prime rate, but not less than 4% on all outstanding balances. The line-of-credit matures July 1, 2012 and is secured by District assets. There is currently a -0- balance due on the line-of-credit. [Remainder of Page Intentionally Blank] A-6

39 Overlapping or Underlying Indebtedness The following table sets forth overlapping and underlying general obligation and lease indebtedness of political subdivisions with boundaries overlapping the District or lying within the District as of June 30, 2011, and the percent attributable (on the basis of assessed valuation) to the District, based on information furnished by the jurisdictions responsible for the debt or lease obligations. The District has not independently verified the accuracy or completeness of such information. Furthermore, political subdivisions may have issued additional bonds or incurred lease obligations since the date indicated or may have ongoing programs requiring the issuance of substantial additional bonds or incurring of lease obligations, the amounts of which cannot be determined at this time. Outstanding General Obligation Percent Applicable Jurisdiction Indebtedness to District City of Fair Grove $430, % City of Springfield 12,200, Lone Pine Neighborhood Improvement District 485, Ash Grove R-IV School District 4,430, Fair Grove R-X School District 7,640, Logan-Rogersville R-VIII School District 35,275, Republic R-III School District 38,300, Springfield R-12 School District 222,637, Strafford R-VI School District 5,990, Willard R-II School District 53,550, TOTAL $380,937,811 Legal Debt Capacity The legal debt limitation and debt margin (as of June 30, 2011) of the District are as follows: Legal Debt Limitation and Debt Margin Constitutional Debt Limitation under Article VI, Sections 26(b) through (e) (5% of 2011 assessed valuation) $213,401,715 General Obligation Bonds Outstanding -0- Net Remaining Debt Limitation $213,401,715 Authority to Incur Debt The Missouri Constitution and statutes permit the District to incur bonded indebtedness in an amount up to 5% of the assessed valuation of the taxable tangible property within the District, according to the last completed assessment for State and District purposes at the time of issuance of such indebtedness, subject to applicable approval of the voters in the District. Employee Retirement System Plan Description The District participates in the Missouri Local Government Employees Retirement System (LAGERS), an agent multiple-employer public employee retirement system that acts as a common investment and administrative agent for local government entities in Missouri. LAGERS is a defined benefit pension plan A-7

40 which provides retirement, disability, and death benefits to plan members and beneficiaries. LAGERS was created and is governed by Statute, Section RSMo As such, it is the system s responsibility to administer the law in accordance with the expressed intent of the General Assembly. The plan is qualified under the Internal Revenue Code Section 401(a) and it is tax exempt. LAGERS issues a publicly available financial report that includes financial statements and required supplementary information. That report may be obtained by writing to LAGERS, P.O. Box 1665, Jefferson City, Missouri or by calling Funding Status The District s full-time employees do not contribute to the pension plan. The June 30 th statutorily required contribution rate is 8.8% (general) of annual covered payroll. The contribution requirements of plan members are determined by the governing body of the political subdivision. The contribution provisions of the political subdivision are established by state statute. Annual Pension Cost (APC) and Net Pension Obligation (NPO): The subdivision s annual pension cost and net pension obligation for the current year were as follows: Annual required contribution $418,435 Interest on net pension obligation - Adjustment to annual required contribution - Annual pension cost 418,435 Actual contributions 323,032 Increase in NPO 95,403 NPO beginning of year - NPO end of year $95,403 The annual required contribution (ARC) was determined as part of the February 29, 2009 annual actuarial valuation using the entry age actuarial cost method. The actuarial assumptions as of February 28, 2011 included: (a) a rate of return on the investment of present and future assets of 7.25% per year, compounded annually, (b) projected salary increases of 3.5% per year, compounded annually, attributable to inflation, (c) additional projected salary increases ranging from 0.0% to 6.0% per year, depending on age and division, attributable to seniority/merit, (d) pre-retirement mortality based on 75% of the RP-2000 Combined Healthy Table set back 0 years for men and 0 years for women and (e) post-retirement mortality based on 105% of the 1994 Group Annuity Mortality table, set back 0 years for males and 0 years for women. The actuarial value of assets was determined using techniques that smooth the effect of short-term volatility in the market value of investments over a five-year period. The unfunded actuarial accrued liability is being amortized as a level percentage of projected payroll on an open basis. The amortization period as of February 29, 2009 was 30 years for the General division. [Remainder of Page Intentionally Blank] A-8

41 The schedule of funding progress set out below presents multi-year trend information about whether the actuarial value of plan assets is increasing or decreasing over time relative to the actuarial accrued liability. Schedule of Funding Progress Actuarial Valuation Date (a) Actuarial Value of Assets (b) Entry-Age Actuarial Accrued Liability (b) (a) Unfunded Accrued Liability (UAL) (a)/(b) Funded Ratio (c) Annual Covered Payroll [(b-a)/c] UAL as a Percentage of Covered Payroll 2/28/09 $6,523,971 $8,103,579 $1,579,608 81% $3,428,304 46% 2/28/10 6,935,017 8,412,108 1,477, ,654, /28/11 6,405,300 7,953,405 1,548, ,652, The above assets and actuarial accrued liability do not include the assets and present value of benefits associated with the Benefit Reserve Fund and the Casualty Reserve Fund. The actuarial assumptions were changed in conjunction with the February 28, 2011 annual valuations. For a complete description of the actuarial assumptions used in the annual valuations, please contact LAGERS office in Jefferson City. Three-Year Trend Information Year Ended June 30 Annual Pension Cost (APC) Percentage of APC Contributed Net Pension Obligation 2009 $298, % , , $95,403 FINANCIAL INFORMATION CONCERNING THE DISTRICT Measurement Focus, Basis of Accounting, and Financial Statement Presentation The accompanying general purpose financial statements have been prepared on the modified accrual basis of accounting. Under the modified accrual basis of accounting, revenues are recorded when they are both measurable and available. Expenses, other than principal and interest on long-term debt are recorded at the time liabilities are incurred. Principal and interest on long-term debt are recognized when due. Property tax revenues are recognized in the year of levy to the extent that they are collected within 60 days after year end. Revenues from government grants and reimbursement programs are recognized when the liabilities for expenditures are incurred. Fund Accounting The District reports the following major governmental funds: Government Fund Type The General Fund is the general operating fund of the District. It is used to account for all financial resources, except those required to be accounted for in another fund. The Debt Service Fund is used to account for the accumulation of resources used for payment of principal and interest of general long-term debt. A-9

42 Budgetary Policy The District follows the procedure of adopting an annual budget for all fund types at the beginning of each fiscal year. The budget is reported in the District s general purpose financial statements. Budgets are adopted on a cash basis. Generally accepted accounting principles call for an accrual based budget. The District believes that differences between cash and accrual basis for budgeting purposes are immaterial. For additional information regarding the District s fund types and account groups, see Note 1 of the Notes to Financial Statements in APPENDIX B. The District s financial statements are audited on an annual basis by independent public accountants. The District s current auditors are Roberts, McKenzie, Mangan & Cummings, P.C., Springfield, Missouri. Sources of Revenue The District s major source of revenue is property tax receipts for the funding of governmental activities, with 87% of its general revenues coming from local property taxes. Other sources of revenue include charges for services, operating grants and contributions, state aid and investment income. The following table shows the sources of revenue for District funds for the fiscal year ended June 30, 2011: Percentage of Total Revenue Source Amount Program revenues: Charges for services $729, % Operating grants and contributions 685, General revenues: Tax receipts 11,041, State aid 120, Investment income 343, Other income 196, TOTAL $13,117, % Source: District s 2011 Audited Financial Statements Summary of Revenues and Expenses The following table summarizes the total revenues and expenditures for all governmental fund types (consisting of the General Fund and the Debt Service Fund) for the last five fiscal years. This information should be considered in conjunction with the District s audited financial statements for such periods, including its financial statements as of June 30, 2011, included in APPENDIX B. [Remainder of Page Intentionally Blank] A-10

43 SUMMARY OF REVENUES, EXPENDITURES AND FUND BALANCES - ALL GOVERNMENTAL FUND TYPES REVENUES Current taxes $9,147,792 $9,402,052 $9,625,576 $9,813,378 Delinquent taxes 266, , , ,586 Financial institution taxes 8,134 20,184 25,443 24,001 Railroad and utility tax 200, , , ,467 Surtax 524, , , ,461 State aid 213, , , ,196 Rental income 83,040 87,595 88,521 71,024 Investment income (loss) 73,268 (104,782) 220, ,856 Interest and penalties on taxes 107,440 84,461 95, ,427 Out of county fees 106, , , ,903 Fines and fees 311, , , ,073 Copy machines 66,725 74,098 79,600 90,362 Contributions/grants 504, , , ,554 Consortium payments 38,500 25,614 46,345 48,070 Gift shop 67,871 70,000 70,294 65,000 Café , Miscellaneous 62,728 28,253 25,508 15,251 TOTAL REVENUE $11,869,173 $11,733,903 $12,488,797 $12,980,609 EXPENDITURES Current: Personnel $6,240,329 $6,504,419 $6,740,641 $7,108,491 Library collections 1,971,131 1,982,553 1,464,769 1,510,947 Operation and maintenance 430, , , ,794 Minor equipment 406, , , ,515 Professional fees 370, , , ,346 Utilities 251, , , ,325 Tax collection fees 167, , , ,473 Rent expense 123, , , ,689 Office supplies 78,928 82,360 83,310 90,522 Insurance 65,977 63,462 74,622 68,329 Telephone 60,500 68, , ,266 Printing and binding 57,442 62,100 53,061 56,117 Training 46,944 26,029 6,273 8,863 Postage 45,922 46,532 53,667 46,940 Travel 25,768 53,977 70,382 60,812 Bad debt expense 23,021 (3,371) 34,970 16,133 Amortization of bond fees 8,727 8,727 8,727 8,727 Miscellaneous 9,805 13,107 12,679 13,795 Capital Outlay 326, , , ,318 Café , Debt Service: Principal Retirement 500, , , ,838 Interest and fiscal charges 247, , , ,955 TOTAL EXPENDITURES $11,557,429 $11,877,499 $11,933,227 $12,142,195 Excess (deficiency) of revenues over (under) expenditures $311,744 $( ) $555,570 $838,414 Other financing sources (uses): Transfers Net change in fund balances $311,744 $( ) $555,570 $838,414 Fund balances, beginning of year 5,403,263 5,715,007 5,571,411 6,126,981 Fund balances, end of year $5,715,007 $5,571,411 $6,126,981 $6,965,395 Source: District s Audited Financial Statements A-11

44 Assessment and Collection of Ad Valorem Taxes General. On or before September 1 in each year, the County and each political subdivision, including the District, located within the County which imposes ad valorem taxes (the Taxing Districts ) estimates the amount of taxes that will be required during the next succeeding fiscal year to pay interest falling due on general obligation bonds issued and the principal of bonds maturing in such year and the costs of operation and maintenance plus such amounts as shall be required to cover emergencies and anticipated tax delinquencies. The Taxing Districts certify the amount of such taxes which shall be levied, assessed and collected on all taxable tangible property in the County to the County Assessor by September 1. All taxes levied must be based upon the assessed valuation of land and other taxable tangible property in the County as shall be determined by the records of the County Assessor and must be collected and remitted to the Taxing Districts. The Missouri Constitution requires uniformity in taxation of real property by directing such property to be subclassed as agricultural, residential or commercial and permitting different assessment ratios for each subclass. Residential property is currently assessed at 19% of true value in money, commercial property is assessed at 32% of true value in money, and agricultural property is assessed at 11% of true value in money. The phrase true value in money has been held to mean fair market value except with respect to agricultural property. Real property within the County is assessed by the County Assessor. The County Assessor is responsible for preparing the tax roll each year and for submitting the tax roll to the Board of Equalization. The Board of Equalization has the authority to question and determine the proper values of real property and then adjust and equalize individual properties appearing on the tax rolls. The County Collector collects taxes for all Taxing Districts within the County limits. The County Collector deducts a commission for his services. After such collections and deductions of commission, taxes are distributed according to the Taxing District s pro rata share. Taxes are levied on all taxable property based on the equalized assessed value thereof determined as of January 1 in each year. Under Missouri law, each property must be reassessed every two years (in odd-numbered years). The County Collector prepares the tax bills and mails them to each taxpayer in September. Payment is due by December 31, after which they become delinquent and accrue a penalty of one percent per month. In the event of an increase in the assessed value of a property, notice of such increase must be given to the owner of the affected property, which notice is generally given in April. Valuation of Real Property. The County Assessor must determine the assessed value of a property based upon the State law requirement that property be valued at its true value in money. For agricultural land, true value is based on its productive capability. As to residential and commercial property, true value in money is the fair market value of the property on the valuation date. The fair market value is arrived at by using the three universally recognized approaches to value: cost approach, the sales comparison approach and the income approach. Appeal of Assessment. State statutes set up various mechanisms for a property owner to appeal the assessment of a tax on its property. Typically, there are four issues that can be raised in property tax appeals including overvaluation, uniformity, misclassification and exemption. Overvaluation appeals are the most common appeals presented by taxpayers. An overvaluation appeal requires the taxpayer to prove that the true value in money of the property is less than that determined by the assessor. Uniformity appeals are based on the assertion that other property in the same class and county as the subject property is assessed at a lower percentage of value than the subject property. A misclassification appeal is based on an assertion that assessing authorities have improperly subclassed a property. Exemption appeals are based on claims that the property in question is exempt from taxation. Reassessment and Tax Rate Rollback As previously stated, a general reassessment of all property in the State is required to be conducted every two years. When, as a result of such reassessment, the assessed valuation within a Taxing District increases by more than an allowable percentage, the Taxing District is required to roll back the rate of tax within the Taxing District so as to produce substantially the same amount of tax revenue as was produced in the previous year increased by an amount called a preceding valuation factor. A preceding valuation factor is a percentage increase or decrease based on the average annual percentage changes in total assessed A-12

45 valuation of the County over the previous three or five years, whichever is greater, adjusted to eliminate the effect of boundary changes, changes from State to County assessed property, general reassessment and State ordered changes. The Hancock Amendment. A Constitutional amendment limiting taxation and government spending was approved by Missouri voters on September 4, 1980, and went into effect with the fiscal year. The amendment (Article X, Section 22(a) of the State Constitution and popularly known as the Hancock Amendment) limits the rate of increase and the total amount of taxes that shall be imposed in a fiscal year, and provides that the limit shall not be exceeded without voter approval. Provisions are included in the Hancock Amendment for rolling back tax rates to produce an amount of revenues equal to that of the previous year if the definition of the tax base is changed or if property is reassessed. The tax levy on the assessed valuation of new construction is exempt from this limitation in the initial year of new construction. Tax Delinquencies. All real estate upon which taxes remain unpaid on the first day of January, annually, are delinquent, and the County Collector is empowered to enforce the lien of the taxing jurisdictions thereon. Whenever the County Collector is unable to collect any taxes on the tax roll, having diligently endeavored and used all lawful means to do so, the County Collector is required to compile lists of delinquent tax bills collectible by that office. All lands and lots on which taxes are delinquent and unpaid are subject to a tax certificate sale at public auction which is held by the County Collector. The list of properties subject to sale is published in a local newspaper for three consecutive weeks prior to the tax sale which is held annually on the fourth Monday in August. Delinquent taxes, with penalty, interest and costs, may be paid to the County Collector at any time before the property is sold therefore. The original property owner may redeem a first or second offering property any time within two years from the sale date. Current Assessed Valuation. The following table shows the total assessed valuation, by category, of all taxable tangible property situated in the District according to results of the assessment of 2011: Assessed Estimated Actual Type of Property Valuation Rate Valuation REAL PROPERTY Residential $2,318,381,650 19% $12,202,008,684 Agricultural 24,971,130 12% 227,010,273 Commercial 1,295,825,632 (1) 32% 4,049,455,100 Total Real Property $3,639,178,412 $16,478,474,057 PERSONAL PROPERTY 634,930,166 (2) 33 1/3% (3) 1,906,697,195 TOTAL PROPERTY $4,274,108,578 $18,385,171,252 TIF District Valuation (6,074,260) (4) (18,982,063) TOTAL MINUS TIF $4,268,034,318 $18,366,189,190 Source: Greene County Assessor/District (1) Includes Railroad and Utility State and Locally Assessed Real Property of $34,671,786. (2) (3) (4) Includes Railroad and Utility State and Locally Assessed Personal Property of $48,390,782. Assumes all personal property is assessed at 33 1/3%. The assessment ratio for personal property is generally 33-1/3% of true value. However, subclasses of tangible personal property are assessed at the following assessment percentages: grain and other agricultural crops in an unmanufactured condition, 1/2%; livestock, 12%; farm machinery, 12%; historic motor vehicles, 5%; and poultry, 12%. Because certain subclasses of tangible personal property are assessed at less than 33 1/3%, the estimated actual valuation for personal property would likely be greater than that shown above. Certain real property within the District s boundaries is included in tax increment financing (TIF) districts. In a TIF, the property taxes allocable to increases in assessed valuation are captured by the entity forming the TIF in a special allocation fund. Accordingly, the taxes attributable to the District s tax levy on such increases are not available to the District for the life of the TIF which in Missouri is a maximum of 23 years. A-13

46 History of Property Valuation. As noted above, the 2011 assessed valuation for the District (net of the assessed value of property in TIF districts) is $4,268,043,318. The total assessed valuation of all taxable tangible property situated in the District, according to the assessments for the last five fiscal years, has been as follows: Fiscal Year Total Assessed Valuation Change (%) 2011 $4,268,034, % ,240,869, ,120,623, ,027,648, ,932,848,048 Source: District. Values are net of assessed value of property in TIF districts. Largest Taxpayers. The largest property taxpayers in the District based on assessments for fiscal year 2011 were as follows: Percentage of Assessed Total Assessed Owner Type of Use Valuation Valuation 1 Hermel Inc. Retail $14,930, % 2 St Johns Regional Health Ctr Health Care 14,192, Kraft General Foods Food Products 12,423, Success Leasing Rentals 12,194, Buckhorn Inc Plastics Manufacturer 7,824, Battlefield Mall LLC Retail 6,994, Ozark Automotive Distributors Inc Retail 6,752, Sade, Paul et al TR Unknown 6,555, New Prime Inc Transportation 6,494, Verizon Wireless/Springfield Admin Telecommunication 5,934, Total $94,297, % Source: Greene County Appraiser Tax Collection Record. The following table sets forth property tax collection information for the District for the last five years: Fiscal Year Ended December 31 Total Current Taxes Levied* Current & Delinquent Taxes Collected + Late Payment Fees - Collector's Commissions & Assessment Fees Amount** Surtax RRU % 2011 $10,942, $10,064, $609, $193, % ,814, ,632, , , ,345, ,918, , , ,245, ,043, , , ,997, ,040, , , Source: Greene County Collector * Personal Property, Real Estate, RR&U, and Surtax ** Personal Property, Real Estate, and Late Interest Charges Less Collection and Assessment Fees A-14

47 APPENDIX B DEFINITIONS OF WORDS AND TERMS AND SUMMARIES OF DOCUMENTS

48 (THIS PAGE LEFT BLANK INTENTIONALLY)

49 APPENDIX B DEFINITIONS OF WORDS AND TERMS AND SUMMARIES OF CERTAIN LEGAL DOCUMENTS DEFINITIONS OF WORDS AND TERMS In addition to words and terms defined elsewhere in this Official Statement, the following are definitions of certain words and terms used in the Indenture, the Lease, the Base Lease and this Official Statement unless the context clearly otherwise requires. Reference is hereby made to the Indenture, the Lease and the Base Lease for complete definitions of all terms. Additional Bonds means any additional parity Bonds issued pursuant to the Indenture. Additional Payments means the additional payments described in the Lease. Authorized Corporation Representative means the President or Secretary of the Board of Directors of the Corporation, or such other person at the time designated to act on behalf of the Corporation as evidenced by a written certificate furnished to the District and the Trustee containing the specimen signature of such person and signed on behalf of the Corporation by its President. Such certificate may designate an alternate or alternates, each of whom shall be entitled to perform all duties of the Authorized Corporation Representative. Authorized District Representative means the President of the Board of Trustees of the District, Executive Director of the District, Associate Director of the District or such other person at the time designated to act on behalf of the District as evidenced by a written certificate furnished to the Corporation and the Trustee containing the specimen signature of such person and signed on behalf of the District by the President of the Board of Trustees. Such certificate may designate an alternate or alternates, each of whom shall be entitled to perform all duties of the Authorized District Representative. Base Lease means the Base Lease dated as of April 1, 2012, between the District and the Corporation, as from time to time further amended and supplemented in accordance with the provisions thereof and of the Indenture. Bond Counsel means Gilmore & Bell, P.C., or other attorney or firm of attorneys with a nationally recognized reputation on the subject of municipal bonds. Bond Fund means the fund by that name created in the Indenture. Bond Register means the registration books of the Corporation kept by the Trustee to evidence the registration, transfer and exchange of Bonds. Bond Registrar means the Trustee when acting as such under the Indenture. Bond Reserve Fund means the fund by that name created in the Indenture. Bond Reserve Requirement means (a) with respect to the Series 2012 Bonds the amount set forth in the body of this Official Statement, plus (b) with respect to any series of Additional Bonds, the amount specified in the Supplemental Indenture authorizing such series of Additional Bonds. Bonds means the Series 2012 Bonds and any Additional Bonds authenticated and delivered under and pursuant to the Indenture. B-1

50 Business Day means any day other than (a) a Saturday or Sunday or legal holiday or a day on which banks located in the city in which the principal corporate trust office of the Trustee are required or authorized by law to remain closed or (b) a day on which the New York Stock Exchange is closed. Code means the Internal Revenue Code of 1986, as amended, and the applicable regulations of the United States Treasury Department proposed or promulgated thereunder. Costs of Issuance Fund means the fund by that name created in the Indenture. Counsel means an attorney duly admitted to practice law before the highest court of any state and, without limitation, may include legal counsel for either the District or the Corporation. Defaulted Interest means interest on any Bond which is payable but not paid on the date due. Defeasance Obligations means only (a) United States Government Obligations that are not subject to redemption in advance of their maturity dates; (b) obligations of any state or political subdivision of any state, the interest on which is excluded from gross income for federal income tax purposes and which meet the following conditions: (1) the obligations are (i) not subject to redemption prior to maturity or (ii) the trustee for such obligations has been given irrevocable instructions concerning their calling and redemption and the issuer of such obligations has covenanted not to redeem such obligations other than as set forth in such instructions; (2) the obligations are secured by cash or United States Government Obligations that may be applied only to principal of, premium, if any, and interest payments on such obligations; (3) such cash and the principal of and interest on such United States Government Obligations (plus any cash in the escrow fund) are sufficient to meet the liabilities of the obligations; (4) such cash and United States Government Obligations serving as security for the obligations are held in an escrow fund by an escrow agent or a trustee irrevocably in trust; (5) such cash and United States Government Obligations are not available to satisfy any other claims, including those against the trustee or escrow agent; and (6) the obligations are rated in the highest rating category by Moody s Investors Service, Inc. (presently Aaa ) or Standard & Poor s Ratings Services (presently AAA ); or (c) Cash. Escrow Agent means Commerce Bank, trustee and paying agent for the Series 2002 Bonds. Escrow Agreement means the Escrow Letter of Instructions from the Corporation and the District to the Escrow Agent related to the refunding of the Refunded Bonds. Escrow Fund means the fund by that name referred to in the Indenture. Event of Default means (a) with respect to the Indenture, any Event of Default as described in the Indenture, and (b) with respect to the Lease, any Event of Default as described therein. Event of Nonappropriation means a nonrenewal of the Lease by the District determined by the failure of the District to appropriate and budget, or the election of the District not to so appropriate and budget, on or before the first day of each Fiscal Year during the Initial Term or any Renewal Term, money sufficient to pay the Rental Payments and reasonably expected Additional Payments due and payable during the next Renewal Term. Facilities Additions means all additions, improvements, extensions, alterations, expansions or modifications of the Facilities or any part thereof financed with the proceeds of Additional Bonds issued pursuant to the Indenture. Fiscal Year means the fiscal year adopted by the Corporation and the District for accounting purposes, which as of the execution of the Indenture commenced on July 1 and ended on June 30. B-2

51 Full Insurable Value means the actual replacement cost of the Facilities exclusive of land, excavations, footings, foundations and parking lots, but in no event shall such value be less than the principal of the Bonds at the time Outstanding. Government Obligations means direct obligations of, or obligations the payment of the principal of and interest on which are unconditionally guaranteed by, the United States of America. Indenture means the Trust Indenture, as from time to time amended and supplemented by Supplemental Indentures in accordance with the provisions of the Indenture. Initial Term means the period from the effective date of the Lease through the last day of the Fiscal Year in which such effective date occurs. Interest Payment Date means any date on which interest on any Bonds is payable Lease means the Lease dated as of the date of the Indenture, between the Corporation and the District, as from time to time amended and supplemented in accordance with the provisions thereof and of the Indenture. Lease Term means the period from the effective date of the Lease until the expiration thereof which includes the Initial Term and any Renewal Term or Terms as provided thereof. Maximum Lease Term means the Initial Term and all Renewal Terms through the Renewal Term that includes the final maturity date of the Bonds. Moody s shall mean Moody s Investors Service, Inc., its successors and assigns, and, if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, Moody s shall be deemed to refer to any other nationally recognized securities rating agency designated by the Corporation, by notice to the Purchaser. Net Proceeds means, when used with regard to any insurance or condemnation award with respect to the Facilities, the gross proceeds from the insurance or condemnation award less the payment of all expenses (including attorneys fees, trustee s fees and any extraordinary expenses of the Trustee) incurred in the collection of such gross proceeds. Outstanding means, when used with reference to Bonds, as of any particular date of determination, all Bonds theretofore authenticated and delivered under the Indenture, except the following Bonds: (a) cancellation; (b) Bonds theretofore cancelled by the Trustee or delivered to the Trustee for Bonds deemed to be paid in accordance with the provisions of the Indenture; (c) Bonds alleged to have been mutilated, destroyed, lost or stolen which have been paid as provided in the Indenture; (d) Bonds in exchange for or in lieu of which other Bonds have been authenticated and delivered pursuant to the Indenture; and (e) for purposes of any consent or other action to be taken by the Registered Owners of a specified percentage of Bonds under the Indenture or the Lease, Bonds held by or for the account of the Corporation, the District or any person controlling, controlled by or under common control with either of them. B-3

52 Panera Lease means the Lease dated October 25, 2002, between the District and The Traditional Bakery, Inc., as amended from time to time. Paying Agent means the Trustee and any other bank or trust company designated pursuant to the Indenture as paying agent for any series of Bonds and at which the principal of, redemption premium, if any, and interest on any such Bonds shall be payable. Payment Date means any date on which principal of or interest on any Bonds is payable. Permitted Encumbrances means, as of any particular time (a) liens for ad valorem taxes and special assessments not then delinquent or if delinquent are being contested in accordance with the Lease, (b) the Indenture, (c) the Lease, (d) the Base Lease, (e) any and all Uniform Commercial Code Financing Statements executed to perfect any security interest created in connection with the issuance of the Bonds, (f) utility, access and other easements and rights of way, mineral rights, restrictions, exceptions and encumbrances that will not materially interfere with or impair the operations being conducted on the Site or easements granted to the Corporation, (g) the Panera Lease, and (h) such minor defects, irregularities, encumbrances, easements, mechanic s liens, rights of way and clouds on title as normally exist with respect to properties similar in character to the Facilities as do not in the aggregate materially impair the property affected thereby for the purpose for which it was acquired or is held by the Corporation or the District. Permitted Investments means any of the securities described in and authorized by the Indenture, if and to the extent the same are at the time legal for investment of funds of the Corporation and the District. Person means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, or government or any agency or political subdivision thereof. Purchaser means Oppenheimer & Co., Inc., the original purchaser of the Series 2012 Bonds. Rebate Fund means The Public Building Corporation of the Springfield-Greene County Library District, Rebate Fund -- Library Improvement Project created in the Indenture. Record Date for the interest payable on any Interest Payment Date means the 15th day (whether or not a Business Day) of the calendar month next preceding such Interest Payment Date. Registered Owner when used with respect to any Bond means the Person in whose name such Bond is registered on the Bond Register. Renewal Term means any optional renewal term of the Lease, each being a duration of one year and a term co-extensive with the District s Fiscal Year, except that the final possible Renewal Term shall terminate on June 30, Rental Payments means the payments described in the Lease. Standard & Poor s shall mean Standard & Poor s Ratings Services, its successors and assigns, and, if such group shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, Standard & Poor s shall be deemed to refer to any other nationally recognized securities rating agency designated by the Corporation, by notice to the Purchaser. State means the State of Missouri. Supplemental Indenture means any indenture supplemental or amendatory to the Indenture entered into by the Corporation and the Trustee pursuant to the Indenture. B-4

53 Tax Compliance Agreement means the Tax Compliance Agreement executed in connection with the Series 2012 Bonds. Trust Estate means the Trust Estate described in the Granting Clauses of the Indenture. Trustee means Commerce Bank, Kansas City, Missouri, and its successor or successors and any other corporation which at the time may be substituted in its place pursuant to and at the time serving as Trustee under the Indenture. Yield shall have the meaning ascribed to such term by Section 148 of the Code. SUMMARY OF THE INDENTURE The following is a summary of certain provisions contained in the Indenture. The following is not a comprehensive description, however, and is qualified in its entirety by reference to the Indenture for a complete recital of the terms thereof. Trust Estate In order to secure the payment of the principal of, redemption premium, if any, and interest on all of the Bonds issued and Outstanding under the Indenture from time to time according to their tenor and effect, and to secure the performance and observance by the Corporation of all the covenants, agreements and conditions therein and in the Bonds contained, does transfer in trust, pledge, assign and grant a security interest unto the Trustee and its successors and assigns forever, the property described below (said property being therein called the Trust Estate ): (a) All leases of the Facilities, or portions thereof, now or hereafter entered into and all right, title and interest of the Corporation thereunder; (b) All right, title and interest of the Corporation in, to and under the Base Lease, the Lease and the Facilities, including all Rental Payments, Additional Payments and other payments, revenues and receipts derived by the Corporation under and pursuant to and subject to the provisions of the Lease (except for the rights of the Corporation to receive moneys for its own account, or to be indemnified, under the Lease, and any payments made by the Corporation, the Trustee or the District to meet the rebate requirement of Section 148(f) of the Code); (c) All moneys and securities from time to time held by the Trustee under the terms of the Indenture, and any and all other real or personal property of every kind and nature from time to time hereafter, by delivery or by writing of any kind, pledged, assigned or transferred as and for additional security under the Indenture by the Corporation or by anyone in the Corporation s behalf, or with its written consent, to the Trustee, which is hereby authorized to receive any and all such property at any and all times and to hold and apply the same subject to the terms of the Indenture; and (d) All proceeds of the foregoing. [Remainder of Page Intentionally Blank] B-5

54 Creation of Funds There are created and ordered to be established in the custody of the Trustee the following special trust funds in the name of the Corporation to be designated as follows (with subaccounts for each series of Bonds, as required by the Indenture): (a) (b) (c) (d) Rebate Fund. Cost of Issuance Fund. Bond Fund. Bond Reserve Fund. In addition to the funds described above, the Escrow Agreement establishes the Escrow Fund to be held and administered by the Escrow Agent in accordance with the terms of the Escrow Agreement. Disbursements from the Costs of Issuance Fund The moneys in the Costs of Issuance Fund shall be disbursed by the Trustee for the payment of the costs associated with the issuance of the Series 2012 Bonds and the refunding of the Refunded Bonds, upon receipt of requisition certificates signed by the Authorized District Representative in accordance with the provisions of the Lease or the appropriate provisions of any supplement thereto, and the Trustee hereby covenants and agrees to disburse such moneys in accordance with such provisions. Application of Moneys in the Bond Fund Moneys in the Bond Fund shall be expended solely for (1) the payment of the principal of, redemption premium, if any, and interest on the Bonds as the same mature and become due or upon the redemption thereof, or (2) to purchase Bonds for cancellation prior to maturity. After payment in full of the principal of, redemption premium, if any, and interest on the Bonds (or provision has been made for the payment thereof as specified in the Indenture), and the fees, charges and expenses of the Trustee and any Paying Agent and any other amounts required to be paid under the Indenture and the Lease, all amounts remaining in the Bond Fund shall be paid to the District. The Trustee shall make any transfer from the Bond Fund to the Rebate Fund to the extent required to do so by the Tax Compliance Agreement. Payments Due on Days Other than Business Days In any case where the date of maturity of principal of, redemption premium, if any, or interest on the Bonds or the date fixed for redemption of any Bonds shall be a day other than a Business Day, then payment of principal of, redemption premium, if any, or interest on the Bonds need not be made on such date but may be made on the next succeeding Business Day with the same force and effect as if made on the date of maturity or the date fixed for redemption, and no interest shall accrue for the period after such date. Nonpresentment of Bonds In the event that any Bond shall not be presented for payment when the principal thereof becomes due, either at maturity or otherwise, or at the date fixed for redemption thereof, if funds sufficient to pay such Bond shall have been made available to the Trustee, all liability of the Corporation to the Registered Owner thereof for the payment of such Bond shall forthwith cease, determine and be completely discharged, and thereupon it shall be the duty of the Trustee to hold such fund or funds, without liability for interest thereon, for the benefit of the Registered Owner of such Bond, who shall thereafter be restricted exclusively to such fund or funds for any claim of whatever nature on his part under the Indenture or on, or with respect to, said Bond. If any Bond shall not be presented for payment within one year following the date when such Bond becomes due, whether by maturity or otherwise, the Trustee upon the request of the District shall repay to the District the funds theretofore held by the Trustee for payment of such Bond, and such Bond shall, subject to the defense of any B-6

55 applicable statute of limitation, thereafter be an unsecured obligation of the District, and the Registered Owner thereof shall be entitled to look only to the District for payment, and then only to the extent of the amount so repaid, and the District shall not be liable for any interest thereon and shall not be regarded as a trustee of such money. Application of Moneys in the Bond Reserve Fund The moneys in the Bond Reserve Fund shall be disbursed and expended by the Trustee, without any further authorization from the Corporation or the District, solely for the payment of the principal of, redemption premium, if any, and interest on the Bonds to the extent of any deficiency in the Bond Fund for such purpose. The Trustee may disburse and expend moneys from the Bond Reserve Fund for such purpose whether or not the amount in the Bond Reserve Fund at that time equals the Bond Reserve Requirement. Twice each year on the dates specified in the Indenture while any Bond remains Outstanding, and immediately subsequent to any transfer of moneys from the Bond Reserve Fund to the Bond Fund as required in the Indenture, the Trustee shall determine the value of all cash and Permitted Investments held in the Bond Reserve Fund. If the value so determined exceeds the Bond Reserve Requirement, the excess shall be promptly transferred to the Bond Fund except as otherwise permitted or required by the Indenture prior to the Completion Date. If the value so determined is less than the Bond Reserve Requirement on any valuation date, the Trustee shall direct the District to restore such deficiency pursuant to the Indenture. Rebate Fund There shall be deposited in the Rebate Fund such amounts as are required to be deposited therein pursuant to the Tax Compliance Agreement. Subject to the payment provisions provided in the following paragraph, all amounts on deposit at any time in the Rebate Fund shall be held by the Trustee in trust to the extent required to pay arbitrage rebate to the United States of America, and neither the District, the Corporation nor the Owner of any Bonds shall have any rights in or claim to such money. All amounts held in the Rebate Fund shall be governed by the Indenture and by the Tax Compliance Agreement (which are incorporated herein by reference). Pursuant to the Tax Compliance Agreement, the Trustee shall remit all required rebate installments and a final rebate payment to the United States. The Trustee shall have no obligation to pay any amounts required to be rebated pursuant to this Section and the Tax Compliance Agreement, other than from moneys held in the Rebate Fund created under the Indenture as provided in the Indenture or from other moneys provided to it by the City. Any moneys remaining in the Rebate Fund after redemption and payment of all of the Bonds and payment and satisfaction of any arbitrage rebate shall be withdrawn and paid to the District. Notwithstanding any other provision of the Indenture, the obligation to pay rebate to the United States and to comply with all other requirements of this Section and the Tax Compliance Agreement shall survive the defeasance or payment in full of the Bonds until all rebate shall have been paid. Investment of Moneys in Funds Moneys held in the Funds held by the Trustee under the Indenture shall, pursuant to the direction of the District given by the Authorized District Representative, confirmed in writing, and subject to the Tax Compliance Agreement, be separately invested and reinvested by the Trustee in Permitted Investments which mature or are subject to redemption by the holder prior to the date when such moneys will be needed or, if such written directions are not received, then the Trustee is authorized to invest such moneys in money market funds described under the definition of Permitted Investments. Any such Permitted Investments shall be held by or under the control of the Trustee and shall be deemed at all times to be a part of the Fund in which such moneys are originally held. The interest earnings and any profit realized from Permitted Investments in any Fund hereunder shall be credited to the Bond Reserve Fund to the extent necessary to restore any deficiency B-7

56 therein to an amount equal to the Bond Reserve Requirement and thereafter to the Bond Fund. Any loss resulting from Permitted Investments shall be charged to the applicable Fund. After the Trustee has notice of the existence of an Event of Default, the Trustee shall direct the investment of moneys in the Funds held by it hereunder. The Trustee shall sell and reduce to cash a sufficient amount of such Permitted Investments whenever the cash balance in any Fund is insufficient for the purposes of such Fund. In determining the balance in any Fund, investments in such Fund shall be valued at market value thereof, exclusive of accrued interest. All Funds shall be valued by the Trustee as often as deemed necessary but not less often than semiannually. Deficiencies in the amount on deposit in any Fund resulting from a decline in market value shall be restored no later than the next succeeding valuation date. The Trustee may make any and all investments permitted by the provisions of this Section through its own bond department or any affiliate or short term investment department. Additional Bonds Additional Bonds may be issued under and be equally and ratably secured by the Indenture on a parity with the Series 2012 Bonds and any other Additional Bonds Outstanding, at any time and from time to time, upon compliance with the conditions set forth below, for any of the following purposes: (1) To provide funds to pay the costs of completing the Project, the total of such costs to be evidenced by a certificate signed by the Authorized District Representative. (2) To provide funds to pay all or any part of the costs of repairing, replacing or restoring the Facilities in the event of damage, destruction or condemnation thereto or thereof. (3) To provide funds to pay all or any part of the costs of purchase, construction and installation of Facilities Additions as the District may deem necessary or desirable. (4) To provide funds for refunding Bonds of any series then Outstanding, including the payment of any premium thereon and interest to accrue to the designated redemption date and any expenses in connection with such refunding. Except as to any difference in the date, the maturity or maturities, the rate or rates of interest or the provisions for redemption, such Additional Bonds shall be on a parity with and shall be entitled to the same benefit and security of the Indenture as the Series 2012 Bonds and any other Additional Bonds Outstanding after the issuance of such Additional Bonds. If such Additional Bonds are to be secured by the Bond Reserve Fund, such Fund shall be fully funded to the Bond Reserve Requirement at the time of issuance of such Additional Bonds from the proceeds of the sale of such Additional Bonds or other available moneys. Events of Default If any of the following events occur, it is hereby defined as and declared to be and to constitute an Event of Default under the Indenture: Bond; (a) Default by the Corporation in the due and punctual payment of any interest on any (b) Default by the Corporation in the due and punctual payment of the principal of or redemption premium, if any, on any Bond, whether at the stated maturity or accelerated maturity thereof, or at the redemption date thereof (except in the case of optional redemptions); (c) Default in the performance or observance of any other of the covenants, agreements or conditions on the part of the Corporation in the Indenture or in the Bonds contained (other than a default described in (a) or (b) above) or in any other document or instrument that secures or otherwise B-8

57 relates to the debt and obligations hereby secured, and the continuance thereof for a period of 30 days after written notice thereof shall have been given to the Corporation and the District by the Trustee, or to the Trustee (which notice of default the Trustee shall be required to accept), the Corporation and the District by the Registered Owners of not less than 25% in aggregate principal amount of Bonds then Outstanding; provided, however, if any default shall be such that it cannot be corrected within such 30-day period, it shall not constitute an Event of Default if corrective action is instituted by the Corporation or the District within such period and diligently pursued until the default is corrected; (d) The filing by the District of a voluntary petition in bankruptcy, or failure by the District to promptly lift any execution, garnishment or attachment of such consequence as would impair the ability of the District to carry on its operation, or adjudication of the District as a bankrupt, or assignment by the District for the benefit of creditors, or the entry by the District into an agreement of composition with creditors, or the approval by a court of competent jurisdiction of a petition applicable to the District in any proceedings instituted under the provisions of federal bankruptcy law, or under any similar acts which may hereafter be enacted; or (e) An Event of Default as specified in the Lease shall have occurred. (f) Failure by the District to renew the Lease on or before the end of its Fiscal Year during the Initial Term or any Renewal Term. Acceleration of Maturity in Event of Default If an Event of Default shall have occurred and be continuing, the Trustee may, and, upon the written request of the Registered Owners of not less than 25% in aggregate principal amount of Bonds then Outstanding, shall, by notice in writing delivered to the Corporation and the District, declare the principal of all Bonds then Outstanding and the interest accrued thereon immediately due and payable, and such principal and interest shall thereupon become and be immediately due and payable. If, at any time after such declaration, but before the Bonds shall have matured by their terms, all overdue installments of principal of and interest on the Bonds, together with the reasonable and proper expenses of the Trustee, and all other sums then payable by the Corporation under the Indenture shall either be paid or provision satisfactory to the Trustee shall be made for such payment, then and in every such case the Trustee shall, upon the written request of the Registered Owners of not less than a majority in aggregate principal amount of the Bonds Outstanding, rescind such declaration and annul such default in its entirety. In such event, the Trustee shall rescind any declaration of acceleration of installments of Rental Payments as provided in the Lease. Appointment of Receivers in Event of Default If an Event of Default shall have occurred and be continuing, and upon the filing of a suit or other commencement of judicial proceedings to enforce the rights and remedies of the Trustee and of the Registered Owners under the Indenture, the Trustee shall be entitled, as a matter of right, to the appointment of a receiver or receivers of the Trust Estate, or any part thereof, pending such proceedings, with such powers as the court making such appointment shall confer. Exercise of Remedies by the Trustee If an Event of Default shall have occurred and be continuing, the Trustee may, and upon the written request of the Registered Owners of not less than 25% in aggregate principal amount of Bonds then Outstanding, and indemnified as provided in the Indenture, shall, pursue and exercise any available remedy at law or in equity by suit, action, mandamus or other proceeding or exercise such one or more of the rights and remedies conferred by the Indenture, the Lease and the Base Lease as the Trustee, being advised by Counsel, B-9

58 shall deem most expedient in the interests of the Registered Owners, to enforce the payment of the principal of, redemption premium, if any, and interest on the Bonds then Outstanding and to enforce and compel the performance of the duties and obligations of the Corporation as set forth in the Indenture. All rights of action under the Indenture or under any of the Bonds may be enforced by the Trustee without the possession of any of the Bonds or the production thereof in any trial or other proceedings relating thereto, and any such suit or proceeding instituted by the Trustee shall be brought in its name as Trustee without necessity of joining as plaintiffs or defendants any Registered Owners of the Bonds, and any recovery of judgment shall, subject to the provisions of the Indenture, be for the equal benefit of all the Registered Owners of the Outstanding Bonds. Limitation on Exercise of Remedies by Registered Owners No Registered Owner shall have any right to institute any suit, action or proceeding in equity or at law for the enforcement of the Indenture or for the execution of any trust under the Indenture or for the appointment of a receiver or any other remedy under the Indenture, unless (a) a default has occurred of which the Trustee has been notified or is deemed to have notice as provided in the Indenture, (b) such default shall have become an Event of Default, (c) the Registered Owners of not less than 25% in aggregate principal amount of Bonds then Outstanding shall have made, written request to the Trustee, shall have offered the Trustee reasonable opportunity either to proceed to exercise the powers set forth in the Indenture or to institute such action, suit or proceeding in its own name, and shall have provided to the Trustee indemnity as provided in the Indenture, and (d) the Trustee shall thereafter fail or refuse to exercise the powers and remedies granted in the Indenture or to institute such action, suit or proceeding in its own name. No one or more Registered Owners shall have any right in any manner whatsoever to affect, disturb or prejudice the Indenture by its, his or their action or to enforce any right under the Indenture except in the manner provided in the Indenture, and all proceedings at law or in equity shall be instituted, had and maintained in the manner provided in the Indenture and for the equal benefit of the Registered Owners of all Bonds then Outstanding. Nothing in the Indenture contained shall, however, affect or impair the right of any Registered Owner to payment of the principal of and interest on any Bond at and after the maturity thereof or the obligation of the Corporation to pay the principal of, redemption premium, if any, and interest on each of the Bonds issued under the Indenture to the respective Registered Owners thereof at the time, place, from the source and in the manner expressed in the Indenture and in the Bonds. Right of Registered Owners to Direct Proceedings Anything in the Indenture to the contrary notwithstanding, but subject to the Indenture, the Registered Owners of not less than a majority in aggregate principal amount of Bonds then Outstanding, shall have the right, at any time, by an instrument or instruments in writing executed and delivered to the Trustee, to direct the time, method and place of conducting all proceedings to be taken in connection with the enforcement of the terms and conditions of the Indenture, or for the appointment of a receiver or any other proceedings under the Indenture; provided that such direction shall not be otherwise than in accordance with the provisions of law and (to the extent not inconsistent with this Section) of the Indenture. Nothing in the Indenture expressed or implied is intended or shall be construed to confer upon, or to give or grant to, any person or entity, other than the Corporation, the District, the Trustee and the Registered Owners of the Bonds, any right, remedy or claim under or by reason of the Indenture or any covenant, condition or stipulation thereof, and all covenants, stipulations, promises and agreements in the Indenture contained by and on behalf of the Corporation or the District shall be for the sole and exclusive benefit of the Corporation, the District, the Trustee and the Registered Owners of the Bonds. Application of Moneys in Event of Default All moneys received by the Trustee pursuant to any right given or action taken under the provisions of this Article shall, after payment of the costs and expenses of the proceedings resulting in the collection of such B-10

59 moneys and of the fees, expenses, liabilities and advances incurred or made by the Trustee, be deposited in the Bond Fund. All moneys so deposited in the Bond Fund shall be applied as follows: (1) Unless the principal of all the Bonds shall have become or shall have been declared due and payable, all such moneys shall be applied: First -- To the payment to the persons entitled thereto of all installments of interest then due and payable on the Bonds, in the order in which such installments of interest became due and payable and, if the amount available shall not be sufficient to pay in full any particular installment, then to the payment, ratably, according to the amounts due on such installment, to the persons entitled thereto, without any discrimination or privilege; and Second -- To the payment to the persons entitled thereto of the unpaid principal of any of the Bonds which shall have become due and payable (other than Bonds called for redemption for the payment of which moneys are held pursuant to the provisions of the Indenture), in the order of their due dates and, if the amount available shall not be sufficient to pay in full Bonds due on any particular date, together with such interest, then to the payment, ratably, according to the amount of principal due on such date, to the persons entitled thereto without any discrimination or privilege. (2) If the principal of all the Bonds shall have become due or shall have been declared due and payable, all such moneys shall be applied to the payment of the principal and interest then due and unpaid on all of the Bonds, without preference or priority of principal over interest or of interest over principal or of any installment of interest over any other installment of interest or of any Bond over any other Bond, ratably, according to the amounts due respectively for principal and interest, to the persons entitled thereto, without any discrimination or privilege. (3) If the principal of all the Bonds shall have been declared due and payable, and if such declaration shall thereafter have been rescinded and annulled under the provisions of the Indenture, then, subject to the provisions of subsection (a)(2) above of this Section in the event that the principal of all the Bonds shall later become due or be declared due and payable, the moneys shall be applied in accordance with the provisions of subsection (a)(1) of this Section. Whenever moneys are to be applied pursuant to the provisions of this Section, such moneys shall be applied at such times and from time to time as the Trustee shall determine, having due regard to the amount of such moneys available and which may become available for such application in the future. Whenever the Trustee shall apply such moneys, it shall fix the date (which shall be a Payment Date unless the Trustee shall deem another date more suitable) upon which such application is to be made and upon such date interest on the amounts of principal to be paid on such date shall cease to accrue. The Trustee shall give such notice as it may deem appropriate of the deposit with it of any such moneys and of the fixing of any such date, and shall not be required to make payment to the Registered Owner of any unpaid Bond until such Bond shall be presented to the Trustee for appropriate endorsement or for cancellation if fully paid. Waivers of Events of Default Subject to the provisions of the Indenture, the Trustee may in its discretion waive any Event of Default under the Indenture and its consequences and rescind any declaration of maturity of principal of and interest on Bonds, and shall do so upon the written request of the Registered Owners of at least a majority in aggregate principal amount of all Bonds then Outstanding. In case of any such waiver or rescission, or in case any proceedings taken by the Trustee under the Indenture on account of any such default shall have been discontinued or abandoned for any reason, or shall have been determined adversely, then, and in every such case, the Corporation, the District, the Trustee and the Registered Owners shall be restored to their former positions, rights and obligations under the Indenture, respectively, but no such waiver or rescission shall B-11

60 extend to any subsequent or other default, or impair any right consequent thereon, and all rights, remedies and powers of the Trustee shall continue as if no such proceedings had been undertaken. Acceptance of the Trusts The Trustee hereby accepts the trusts imposed upon it by the Indenture, and agrees to perform said trusts as a corporate trustee ordinarily would perform said trusts under a corporate indenture, but only upon and subject to the following express terms and conditions, and no implied covenants or obligations shall be read into the Indenture against the Trustee. Resignation of the Trustee The Trustee and any successor Trustee may at any time resign from the trusts hereby created by giving 30 days written notice to the Corporation, the District and the Registered Owners whose names and addresses are on file with the Trustee, and such resignation shall take effect upon the appointment of a successor Trustee in accordance with the Indenture and the successor Trustee has accepted such appointment; provided, however, that in no event shall the resignation of a Trustee or successor Trustee become effective until such time as a successor Trustee has been appointed and has accepted such appointment. In the event that the Corporation or the Registered Owners of at least a majority in aggregate principal amount of Bonds then Outstanding fail to appoint a successor Trustee within 30 days after notice of resignation has been given by the Trustee, the Trustee shall have the right to petition a court to appoint a successor Trustee. Removal of the Trustee The Trustee may be removed at any time by an instrument or concurrent instruments in writing delivered (a) to the Trustee, the Corporation and the District and signed by the Registered Owners of not less than a majority in aggregate principal amount of Bonds then Outstanding, or (b) so long as no Event of Default or Event of Nonappropriation shall have occurred and be continuing, to the Trustee, the Corporation and the Registered Owners and signed by the District. In no event shall the removal of a Trustee or successor Trustee become effective until such time as a successor Trustee has been appointed and has accepted such appointment. In the event that the Corporation or the Registered Owners of at least a majority in aggregate principal amount of Bonds then Outstanding fail to appoint a successor Trustee within 30 days after said instrument or concurrent instruments removing the Trustee are delivered to the Trustee, the Trustee shall have the right to petition a court to appoint a successor Trustee. Appointment of Successor Trustee In case the Trustee under the Indenture shall resign or be removed, or shall otherwise become incapable of acting under the Indenture, or in case it shall be taken under the control of any public officer or officers or of a receiver appointed, by a court, a successor Trustee may be appointed by the Registered Owners of a majority in aggregate principal amount of Bonds then Outstanding or by the District (so long as no Event of Default or Event of Nonappropriation shall have occurred and be continuing), by an instrument or concurrent instruments in writing; provided, nevertheless, that in case of such vacancy and so long as no Event of Default under the Indenture shall have occurred and be continuing, the Corporation, by an instrument executed and signed by its President or Vice President and attested by its Secretary or Assistant Secretary, may appoint a temporary Trustee to fill such vacancy until a successor Trustee shall be appointed by the Registered Owners or the District in the manner above provided; and any such temporary Trustee so appointed by the Corporation shall immediately and without further act be superseded by the successor Trustee so appointed by such Registered Owners. Every such Trustee appointed pursuant to the provisions of this Section shall be a trust company or bank in good standing located in or incorporated under the laws of the State, duly authorized to exercise trust powers and subject to examination by federal or state Corporation and having a reported capital and surplus of not less than $50,000,000. B-12

61 Supplemental Indentures Not Requiring Consent of Registered Owners The Corporation and the Trustee may from time to time, without the consent of or notice to any of the Registered Owners, enter into such Supplemental Indenture or Supplemental Indentures as shall not be inconsistent with the terms and provisions of the Indenture, for any one or more of the following purposes: (a) To cure any ambiguity or formal defect or omission in the Indenture or make any other change not prejudicial to the Registered Owners; (b) To grant to or confer upon the Trustee for the benefit of the Registered Owners any additional rights, remedies, powers or Corporation that may lawfully be granted to or conferred upon the Registered Owners or the Trustee or any of them; (c) thereto; (d) (e) (f) To more precisely identify the Facilities or the Trust Estate or to add property To subject to the Indenture additional revenues, properties or collateral; To comply with the arbitrage rebate requirements of Section 148(f) of the Code; and To issue Additional Bonds as provided in the Indenture. Supplemental Indentures Requiring Consent of Registered Owners Exclusive of supplemental indentures not requiring consent of Registered Owners and subject to the terms and provisions contained in this Section and with the consent of the Registered Owners of not less than a majority in aggregate principal amount of the Bonds then Outstanding, the Corporation and the Trustee shall have the right, from time to time, anything contained in the Indenture to the contrary notwithstanding, to enter into such other Supplemental Indenture or Supplemental Indentures as shall be deemed necessary and desirable by the Corporation for the purpose of modifying, amending, adding to or rescinding, in any particular, any of the terms or provisions contained in the Indenture or in any Supplemental Indenture; provided, however, that nothing in this Section contained shall permit or be construed as permitting without the written consent of the Registered Owners of all of the Bonds then Outstanding, (1) an extension of the maturity of the principal of or the interest on any Bond issued under the Indenture, (2) a reduction in the principal amount of any Bond or the rate of interest thereon, (3) a privilege or priority of any Bond or Bonds over any other Bond or Bonds, or (4) a reduction in the aggregate principal amount of Bonds. Amendments to the Base Lease or the Lease Not Requiring Consent of Registered Owners The Corporation and the Trustee shall, without consent to any amendment, change or modification of the Base Lease or the Lease as may be required (a) by the provisions of the Base Lease, the Lease or the Indenture, (b) for the purpose of curing any ambiguity or formal defect or omission in the Base Lease, the Lease or in connection with any other change therein which, in the judgment of the Trustee, is not to the prejudice of the Trustee or the Registered Owners, (c) so as to more precisely identify the Facilities or add property thereto, or (d) in connection with the issuance of Additional Bonds under the Indenture. Amendments to the Base Lease or the Lease Requiring Consent of Registered Owners Except for the amendments to the Base Lease or the Lease not requiring consent of the Registered Owners, neither the Corporation nor the Trustee shall consent to any other amendment, change or modification of the Base Lease or the Lease without the giving of notice and the obtaining of the written approval or consent of the Registered Owners of not less than a majority in aggregate principal amount of the Bonds at the time Outstanding given and obtained as provided in the Indenture. If at any time the Corporation and the District B-13

62 shall request the consent of the Trustee to any such proposed amendment, change or modification of the Base Lease and/or the Lease, the Trustee shall cause notice of such proposed amendment, change or modification to be given in the same manner as provided in the Indenture with respect to Supplemental Indentures. Such notice shall briefly set forth the nature of such proposed amendment, change or modification and shall state that copies of the same are on file at the principal corporate trust office of the Trustee for inspection. Satisfaction and Discharge of the Indenture When the principal of, redemption premium, if any, and interest on all the Bonds shall have been paid in accordance with their terms or provision has been made for such payment, as provided in the Indenture, and provision shall also be made for paying all other sums payable under the Indenture, including the fees and expenses of the Trustee and the Paying Agent to the date of retirement of the Bonds, the arbitrage rebate amounts payable to the United States as required by Section 148(f) of the Code and all sums payable under the Lease, then the right, title and interest of the Trustee under the Indenture shall thereupon cease, determine and be void, and thereupon the Trustee shall cancel, discharge and release the Indenture and shall execute, acknowledge and deliver to the Corporation such instruments of satisfaction and discharge or release as shall be requisite to evidence such release and the satisfaction and discharge of the Indenture, and shall assign and deliver to the Corporation any property at the time subject to the Indenture which may then be in the Trustee s possession, except amounts in the Bond Fund required to be paid to the District under the Indenture and except funds or securities in which such moneys are invested and held by the Trustee for the payment of the principal of, redemption premium, if any, and interest on the Bonds or of the arbitrage rebate amounts to the United States. Bonds Deemed to Be Paid Bonds shall be deemed to be paid within the meaning of this Article when payment of the principal of and the applicable redemption premium, if any, on such Bonds, plus interest thereon to the due date thereof (whether such due date is by reason of maturity or upon redemption as provided in the Indenture, or otherwise), either (1) shall have been made or caused to be made in accordance with the terms of the Indenture, or (2) provision therefor shall have been made by depositing with the Trustee or other commercial bank or trust company located in the State of Missouri and having full trust powers, in trust and irrevocably setting aside exclusively for such payment, (i) moneys sufficient to make such payment or (ii) non-callable Defeasance Obligations maturing as to principal and interest in such amount and at such times as will ensure the availability of sufficient moneys to make such payment. At such time as a Bond shall be deemed to be paid under the Indenture as aforesaid, such Bond shall no longer be secured by or be entitled to the benefits of the Indenture, except for the purposes of any such payment from such Defeasance Obligations. SUMMARY OF THE LEASE The following is a summary of certain provisions of the Lease. The following is not a comprehensive description, however, and is qualified in its entirety by reference to the Lease for a full recital of the provisions thereof. General The Lease has been entered into between the Corporation and the District and contains the terms and conditions under which the Facilities will be leased to and used by the District. The Lease is subject to the Panera Lease. B-14

63 Termination of Lease Term The Lease Term shall terminate upon the earliest of any of the following events: (a) the expiration of the Initial Term or any Renewal Term of the Lease and the non-renewal of the Lease in the event of nonappropriation of funds pursuant to the Lease; (b) the exercise by the District of the option to demand transfer of the Facilities granted under the provisions of the Lease and payment of the Purchase Price and all amounts payable in connection therewith; (c) the Lease; or a default by the District and the Corporation s election to terminate the Lease under (d) the payment by the District of all Rental Payments authorized or required to be paid by the District hereunder during the Maximum Lease Term. Nonappropriation The District is obligated only to pay such Rental Payments under the Lease as may lawfully be made from funds budgeted and appropriated for that purpose during the District s then current Fiscal Year. In the event sufficient funds shall not be appropriated or are not otherwise legally available to pay the Rental Payments required to be paid in the next occurring Renewal Term, the Lease shall be deemed to be terminated at the end of the then current Initial Term or Renewal Term. The District agrees to deliver notice to the Corporation of such termination at least 90 days prior to the end of the then current Initial Term or Renewal Term, but failure to give such notice shall not extend the Lease Term beyond such Initial Term or Renewal Term. Rental Payments The District shall pay Rental Payments, subject to certain provisions of the Lease, exclusively from legally available funds, in lawful money of the United States of America to the Trustee on April 1 and October 1 beginning on October 1, 2012, in an amount sufficient to pay the principal of and redemption premium, if any, and interest on the Bonds on the next succeeding Payment Date. Rental Payments shall be in consideration for the District s use of the Facilities during the fiscal year in which such payments are due. Additional Payments The District shall pay as Additional Payments the following amounts: (a) All fees, charges and expenses, including agent and counsel fees, of the Trustee and the Paying Agent incurred under the Indenture, the Lease or any other document entered into in connection with the Bonds, as and when the same become due. (b) All costs incident to the payment of the principal of, redemption premium, if any, and interest on the Bonds as the same become due and payable, including all costs and expenses in connection with the call, redemption and payment of Bonds. (c) An amount sufficient to reimburse the Corporation for all expenses reasonably incurred by the Corporation hereunder and in connection with the performance of the Corporation s obligations under the Lease, the Base Lease or the Indenture. B-15

64 (d) All expenses incurred in connection with the enforcement of any rights under the Lease, the Base Lease or the Indenture by the Corporation, the Trustee or the Registered Owners. (e) An amount which at any time, when added to the balance remaining at any time in the Bond Reserve Fund, is necessary and sufficient to maintain the Bond Reserve Fund at the Bond Reserve Requirement, which deposits shall be paid to the Trustee at the time, in the manner and for the purposes set forth in the Indenture. (f) All rebate amounts payable to the United States government pursuant to Section 148(f) of the Code. (g) All other payments of whatever nature which the District has agreed to pay or assume under the provisions of the Lease or the Base Lease. Additional Payments described in paragraph (e) above shall be made from the first amounts available for such purpose and prior to any other Additional Payments required under this Section. Possession and Use of the Facilities The Corporation covenants and agrees that as long as the District shall not be in default under the Lease, the District shall have sole and exclusive possession of the Facilities (subject to the Corporation s right of access pursuant to the Lease) and shall and may peaceably and quietly have, hold and enjoy the Facilities during the Lease Term. The Corporation covenants and agrees that it will not take any action, other than permitted by the Lease, to prevent the District from having quiet and peaceable possession and enjoyment of the Facilities during the Lease Term and will, at the request and expense of the District, cooperate with the District in order that the District may have quiet and peaceable possession and enjoyment of the Facilities and will defend the District s enjoyment and possession thereof against all parties. Subject to the provisions of this Section, the District shall have the right to use the Facilities for any purpose allowed by law. The District shall comply in all material respects with all statutes, laws, ordinances, orders, judgments, decrees, regulations, directions and requirements of all federal, state, local and other governments or governmental authorities, now or hereafter applicable to the Facilities or to any adjoining public ways, as to the manner of use or the condition of the Facilities or of adjoining public ways. The District shall also comply with the mandatory requirements, rules and regulations of all insurers under the policies required to be carried by the provisions of the Lease. The District shall pay all costs, expenses, claims, fines, penalties and damages that may in any manner arise out of, or be imposed as a result of, the failure of the District to comply with the provisions of this Section. Notwithstanding any provision contained in this Section, however, the District shall have the right, at its own cost and expense, to contest or review by legal or other appropriate procedures the validity or legality of any such governmental statute, law, ordinance, order, judgment, decree, regulation, direction or requirement, or any such requirement, rule or regulation of an insurer, and during such contest or review the District may refrain from complying therewith unless the Corporation or the Trustee shall notify the District that, in the opinion of Counsel, by noncompliance the interest of the Corporation in the Facilities will be materially endangered or the Facilities or any part thereof will be subject to loss or forfeiture, in which event the District shall promptly comply therewith or provide the Corporation with full security against any such loss or forfeiture, in form satisfactory to the Corporation. The Corporation will cooperate fully with the District in any such contest, upon request and at the expense of the District. Maintenance, Repairs and Utilities The District shall, at its own expense, maintain, preserve and keep the Facilities and all parts thereof in good repair, working order and condition, and shall from time to time make all repairs, replacements and improvements necessary to keep the Facilities and all parts thereof in safe condition and free from filth, B-16

65 nuisance or conditions unreasonably increasing the danger of fire or other casualty. The Corporation shall have no responsibility for any of these repairs, replacements or improvements. The District shall contract in its own name and pay for all utilities and utility services used by the District in, on or about the Facilities, and the District, shall, at its sole cost and expense, procure any and all permits, licenses or authorizations necessary in connection therewith. Liens Except with respect to Permitted Encumbrances and as otherwise provided in the Lease or in the Indenture, neither the Corporation nor the District shall, directly or indirectly, create, incur, assume or suffer to exist any mortgage, pledge, lien, charge, encumbrance or claim on or with respect to the Facilities other than the respective rights of the Corporation and the District as provided in the Lease. Whenever and as often as any mechanics or other similar lien is filed against the Facilities, or any part thereof, purporting to be for or on account of any labor done or materials or services furnished in connection with any work in or about the Facilities, the District shall discharge the same of record within 60 days after the date of filing. Notice is hereby given that the Corporation shall not be liable for any labor or materials furnished to the District or to anyone claiming by, through or under the District upon credit, and that no mechanics or other similar lien for any such labor, services or materials shall attach to or affect the reversionary or other estate of the Corporation in and to the Facilities or any part thereof. The District, notwithstanding paragraph (a) above, shall have the right to contest any lien if and provided that the District (i) within said 60-day period stated above notifies the Corporation, the Trustee in writing of the District s intention to do so, (ii) diligently prosecutes such contest, (iii) at all times effectively stays or prevents any official or judicial sale of the Facilities, or any part thereof or interest therein, under execution or otherwise, (iv) promptly pays or otherwise satisfies any final judgment adjudging or enforcing such contested lien claim, and (v) thereafter promptly procures record release or satisfaction thereof. The District may permit the lien so contested to remain unpaid during the period of such contest and any appeal therefrom unless the Corporation or the Trustee shall notify the District that, in the opinion of Counsel, by nonpayment of any such items, the interest of the Corporation in the Facilities will be materially endangered or any part thereof will be subject to loss or forfeiture, in which event the District shall promptly discharge such lien. Except as expressly provided in this Article, the District shall promptly, at its own expense, take such action as may be necessary to duly discharge or remove any such mortgage, pledge, lien, charge, encumbrance or claim if the same shall arise at any time. The District shall reimburse the Corporation for any expense incurred by it in order to discharge or remove any such mortgage, pledge, lien, charge, encumbrance or claim. Taxes, Assessments and Other Governmental Charges The District shall promptly pay and discharge, as the same become due, all taxes and assessments, general and special, and other governmental charges of any kind whatsoever that may be lawfully taxed, charged, levied, assessed or imposed upon or against or be payable for or in respect of the Facilities, or any part thereof or interest therein (including the leasehold estate of the District therein) or any buildings, improvements, machinery and equipment at any time installed thereon by the District, or the income therefrom or Rental Payments and other amounts payable under the Lease, including any new taxes and assessments not of the kind enumerated above to the extent that the same are lawfully made, levied or assessed in lieu of or in addition to taxes or assessments now customarily levied against real or personal property, and further including all utility charges, assessments and other general governmental charges and impositions whatsoever, foreseen or unforeseen, which, if not paid when due, would impair the security of the Bonds or encumber the Corporation s interest in the Facilities; provided that with respect to any special assessments or other governmental charges that are lawfully levied and assessed but which may be paid in installments, the District shall be obligated to pay only such installments thereof as become due and payable during the Lease Term. B-17

66 The District shall have the right, in its own name or in the Corporation s name, to contest the validity or amount of any tax, assessment or other governmental charge which the District is required to bear, pay and discharge pursuant to the terms of this Article by appropriate legal proceedings instituted at least ten (10) days before the contested tax, assessment or other governmental charge becomes delinquent if and provided that the District (i) before instituting any such contest, gives the Corporation and the Trustee written notice of the District s intention to do so, (ii) diligently prosecutes any such contest, (iii) at all times effectively stays or prevents any official or judicial sale therefor, under execution or otherwise, (iv) promptly pays any final judgment enforcing the tax, assessment or other governmental charge so contested, and (v) thereafter promptly procures record release or satisfaction thereof. The Corporation agrees to cooperate with the District in connection with any and all administrative or judicial proceedings related to any tax, assessment or other governmental charge. The District shall hold the Corporation whole and harmless from any costs and expenses the Corporation may incur in relation to any of the above. Casualty Insurance The District shall at all times maintain throughout the Lease Term, a policy or policies of insurance to keep the Facilities constantly insured against loss or damage by fire, lightning and all other risks covered by the extended coverage insurance endorsement then in use in the State in an amount equal to the Full Insurable Value thereof (subject to a commercially reasonable loss deductible clause). Such policies must apply exclusively to the Facilities, must be available to repair or rebuild the Facilities under all circumstances after the occurrence of an insured peril and must waive any co-insurance penalty or restriction. Such policies must also provide that full payment of insurance proceeds shall not, under any circumstances, be contingent on the degree of damage sustained at other facilities owned or leased by the District. The Full Insurable Value of the Facilities shall be determined from time to time at the request of the Corporation, the District or the Trustee (but not more frequently than once in every three years) by an architect, contractor, appraiser, appraisal company or one of the insurers, to be selected and paid by the District. The insurance required pursuant to this Section shall be maintained at the District s sole cost and expense, and shall be maintained with a generally recognized responsible commercial insurance company or companies and authorized to do business in the State as may be selected by the District. Copies of the insurance policies required under this Section, or originals or certificates thereof, each bearing notations evidencing payment of the premiums or other evidence of such payment, shall be delivered annually by the District to the Trustee within 30 days of purchase or renewal. All such policies of insurance pursuant to this Section, and all renewals thereof, shall name the Corporation, the District and the Trustee as loss payees as their respective interests may appear, shall contain a provision that such insurance may not be cancelled by the issuer thereof without at least 30 days advance written notice to the Corporation, the District and the Trustee, and shall be payable to the Trustee. In the event the District fails to obtain and maintain such insurance, the Corporation or the Trustee may obtain and maintain the same at the District s expense to be repaid as Additional Payments as provided in the Lease together with interest equal to the base lending rate of the Trustee. In the event of loss or damage to the Facilities, the Net Proceeds of casualty insurance carried pursuant to this Section shall be paid to the Trustee and shall be applied as provided in the Lease. Public Liability Insurance The District shall at its sole cost and expense maintain or cause to be maintained at all times during the Lease Term general accident and public liability insurance (including but not limited to coverage for all losses whatsoever arising from the ownership, maintenance, operation or use of any automobile, truck or other motor vehicle), under which the Corporation, the District and the Trustee shall be named as insureds, properly protecting and indemnifying the Corporation and the Trustee, in a combined amount not less than the limitation on awards for liability in effect from time to time under Missouri law for bodily injury, including death, and property damage in a single accident or occurrence, with a commercially reasonable deductible. The policies of said insurance shall contain a provision that such insurance may not be cancelled by the issuer thereof without at least 30 days advance written notice to the Corporation, the District and the Trustee. Such B-18

67 policies or copies or certificates thereof shall be furnished annually to the Corporation and the Trustee within 30 days of purchase or renewal. In the event of a public liability occurrence, the Net Proceeds of liability insurance carried pursuant to this Section shall be applied toward the extinguishment or satisfaction of the liability with respect to which such proceeds have been paid. Blanket Insurance Policies The District may satisfy any of the insurance requirements set forth in this Article by using blanket policies of insurance or self-insurance, provided that the District complies with each and all of the requirements and specifications of this Article respecting insurance. Self-insurance or insurance reserves maintained by the District may be utilized if the following conditions, at a minimum, are met: (1) the self insurance program must be approved by an independent insurance consultant; (2) the self insurance program must be maintained on an actuarially sound basis; (3) the self insurance fund must be held in a separate trust fund by an independent trustee; and (4) in the event the self insurance program is discontinued, the actuarial soundness of the claim reserve fund must be maintained. The District represents that it currently maintains insurance that meets the requirements set forth in the Lease. Upon the written request of the District, and without the consent of the Registered Owners or the Corporation, the Trustee may permit modifications to the insurance coverage, including permission for the District to be self-insured upon meeting the requirements set forth above, in whole or in part, for any such coverage, taking into account the cost and availability of insurance and the effect of the terms and rates of such insurance upon the District s costs and charges for its services. The Trustee may rely upon a report of an insurance consultant chosen by the Trustee. The permission of the Trustee to make such modifications shall not be unreasonably withheld. Hazardous Materials The District shall not cause or permit the Facilities, the Facilities Site or any part thereof to be used to generate, manufacture, refine, transport, treat, store, handle, dispose, transfer, produce or process Hazardous Materials, except in compliance with all applicable federal, state and local laws or regulations, nor shall the District cause or permit, as a result of any intentional or unintentional act or omission of the District or any tenant or subtenant, a release of Hazardous Materials onto the Facilities or the Facilities Site. The District shall comply with and ensure compliance by all tenants and subtenants with all applicable federal, state and local laws, ordinances, rules and regulations, whenever and by whomever triggered, and shall obtain and comply with, and ensure that all tenants and subtenants obtain and comply with, any and all approvals, registrations or permits required thereunder. The District shall (a) conduct and complete all investigations, studies, sampling and testing, and all remedial, removal, and other actions necessary to clean up and remove all Hazardous Materials, on, from, or affecting the Facilities (i) in accordance with the all applicable federal, state and local laws, ordinances, rules, regulations, and policies, (ii) to the satisfaction of the Trustee, and (iii) in accordance with the orders and directives of all federal, state and local governmental authorities, and (b) defend, indemnify, and hold harmless the Trustee from and against any claims, demands, penalties, fines, liabilities, settlements, damages, costs, or expenses of whatever kind or nature, known or unknown, contingent or otherwise, arising out of or in any way related to, (i) the presence, disposal, release, or threatened release of any Hazardous Materials which are on, from, or affecting the soil, water, vegetation, buildings, personal property, persons, animals, or otherwise; (ii) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Materials, and/or (iii) any violation of laws, orders, regulations, requirements or demands of government authorities, which are based upon or in any way related to any such Hazardous Materials including, without limitation, attorney and consultant fees, investigation and laboratory fees, court costs, and litigation expenses. In the event that the Trustee, as assignee of the Corporation, elects to control, operate, sell or otherwise claim property rights in the Facilities, the District shall deliver the Facilities free of any and all Hazardous Materials so that the conditions of the B-19

68 Facilities shall conform with all applicable federal, state and local laws, ordinances, rules or regulations affecting the Facilities. Prior to any such delivery of the Facilities, the District shall pay the Trustee, from its own funds, any amounts then required to be paid under (b) above. Notwithstanding anything in the Lease to the contrary, the agreements in the preceding two sentences and in (b) above shall survive termination of the Lease. For purposes of this paragraph, Hazardous Materials includes, without limit, any flammable explosives, radioactive materials, hazardous materials, hazardous wastes, hazardous or toxic substances, or related materials defined in the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended (42 U.S.C. Sections 9601, et. seq.), the Hazardous Materials Transportation Act, as amended (49 U.S.C Sections 1801 et. seq.), and in the regulations adopted and publications promulgated pursuant thereto, or any other federal, state or local environmental law, ordinance, rule, or regulation. Additions, Modifications and Improvements to the Facilities The District shall have and is hereby given the right, at its sole cost and expense, to make such additions, modifications and improvements in and to any part of the Facilities as the District from time to time may deem necessary or desirable for its purposes; provided, however, the District shall not make any additions, modifications or improvements which will in any way damage the Facilities or substantially reduce the value of the Facilities. All additions, modifications and improvements made by the District pursuant to the Corporation of this Section shall (i) be made in workmanlike manner and in strict compliance with all laws and ordinances applicable thereto, (ii) when commenced, be prosecuted to completion with due diligence, and (iii) when completed, be deemed a part of the Facilities; provided, however, that additions of machinery and equipment installed in the Facilities by the District and not purchased or acquired from funds deposited with the Trustee hereunder shall remain the property of the District and may be removed by the District at any time. No addition, modification or improvement to the Facilities made pursuant to this Section shall entitle the District to any reimbursement of any Rental Payments or Additional Payments from the Corporation, the Trustee or the Registered Owners, nor shall the District be entitled to any abatement or diminution in Rental Payments or Additional Payments under the Lease, except such diminution as results from redemption of Bonds pursuant to the Indenture. Damage and Destruction If during the Lease Term, the Facilities is damaged or destroyed, in whole or in part, by fire or other casualty, to such extent that the claim for loss (including any deductible amount pertaining thereto) resulting from such damage or destruction is greater than $50,000, the District shall promptly notify the Corporation and the Trustee in writing as to the nature and extent of such damage or loss and whether it is practicable and desirable to rebuild, repair, restore or replace such damage or loss. If the District determines that such rebuilding, repairing, restoring or replacing is practicable and desirable, the District shall proceed promptly with and complete with reasonable dispatch such rebuilding, repairing, restoring or replacing of the property damaged or destroyed so as to place the Facilities in substantially the same condition as existed prior to the event causing such damage or destruction, with such changes, alterations and modifications (including the substitution and addition of other property) as may be desired by the District and as will not impair utility of the Facilities. In such case, any Net Proceeds of casualty insurance required by the Lease and received with respect to any such damage or loss to the Facilities, if such Net Proceeds exceed $25,000, shall be paid to the Trustee and shall be deposited into a separate account to be established under the Indenture and shall be used and applied in accordance with the disbursement requirements of the Lease for the purpose of paying the cost of such rebuilding, repairing, restoring or replacing such damage or loss. Any amount remaining after completion of such rebuilding, repairing, restoring or replacing shall be deposited into the Bond Fund. If said Net Proceeds are not sufficient to pay in full the costs of such replacement, repair, rebuilding or restoration, the District shall nonetheless complete the work thereof and shall pay that portion of the costs thereof in excess of the amount of said Net Proceeds. B-20

69 If the District shall determine that rebuilding, repairing, restoring or replacing the Facilities is not practicable and desirable, any Net Proceeds of casualty insurance required by the Lease and received with respect to any such damage or loss to the Facilities shall be paid into the Bond Fund and shall be used to redeem Bonds on the earliest possible redemption date pursuant to the Indenture or to pay the principal of any Bonds as the same become due or to purchase Bonds for cancellation pursuant to the Indenture. The District and the Corporation agree that Bonds are redeemable pursuant to the extraordinary optional redemption provisions of the Indenture only to the extent of such Net Proceeds deposited in the Bond Fund. The District agrees to be reasonable in exercising its judgment. The District shall not, by reason of its inability to use all or any part of the Facilities during any period in which the Facilities is damaged or destroyed, or is being repaired, rebuilt, restored or replaced, or by reason of the payment of the costs of such rebuilding, repairing, restoring or replacing, be entitled to any reimbursement from the Corporation, the Trustee or the Registered Owners of the Bonds, or any abatement or diminution of the rentals payable by the District under the Lease or of any other obligations of the District under the Lease except as expressly provided in this Section. Condemnation or Deficiency of Title In the event that title to all or a portion of the Facilities is challenged or threatened by means of competent legal or equitable action, the District covenants that it shall cooperate with the Corporation and the Trustee and shall take all reasonable actions, including where appropriate the lawful exercise of the District s power of eminent domain, in order to quiet title to the Facilities in the Corporation. If title to all or a portion of the Facilities is found to be deficient or non-existent by a court of competent jurisdiction, the District covenants that it shall, in such an event, deposit with the Trustee for the account of the Corporation an amount which, when added to the proceeds of any title insurance or leasehold owner s insurance received by the Trustee, equals the fair market value as determined by appraisal (or a pro rata portion thereof, as appropriate) of the Facilities. Under the Indenture, the Trustee may, at the option of the District, use such amounts for the redemption of Bonds at the earliest permissible date. If during the Lease Term title to all or part of the Facilities is condemned by any authority having the power of eminent domain, the condemnation proceeds shall be paid into the Bond Fund and shall be used by the Trustee to redeem Bonds pursuant to the Indenture or to purchase and cancel Bonds pursuant to the Indenture. The District and the Corporation agree that Bonds are redeemable pursuant to the extraordinary optional redemption provisions of the Indenture only to the extent of such Net Proceeds deposited in the Bond Fund. The Corporation shall cooperate fully with the District in the handling and conduct of any prospective or pending condemnation proceedings with respect to the Facilities or any part thereof, and shall, to the extent the Corporation may lawfully do so, permit the District to litigate in any such proceeding in the name and on behalf of the Corporation. In no event will the Corporation voluntarily settle or consent to the settlement of any prospective or pending condemnation proceedings with respect to the Facilities or any part thereof without the written consent of the District. In the event the whole or any part of the Facilities is taken by eminent domain proceedings, the interest of the Corporation shall be recognized. The Corporation and the District have reached an agreement on the terms of the acquisition of the Facilities at the District s option, and to the use of the Facilities as set forth in the Lease. Any acquisition of the Facilities or rights to their use by the District (whether pursuant to the exercise of eminent domain powers or otherwise) shall be pursuant to and in accordance with the Lease, including payment of the applicable Purchase Price as set forth in the Lease. If the District allows the Lease to expire without exercising its option to purchase (whether by failure to exercise its option to extend the Lease for a Renewal Term, failure to exercise its option to purchase pursuant to the Lease or failure to cure an Event of Default hereunder), that action shall constitute an irrevocable determination by the District that the Facilities is not required by it for any public purpose for the term of the Lease. The District hereby covenants and B-21

70 agrees, to the extent it may lawfully do so, that if for any reason it exercises the power of eminent domain with respect to the Facilities, the appraisement value of the Facility shall not be less than the applicable Purchase Price as set forth in the Lease. Events of Default If any one or more of the following events shall occur and be continuing, it is hereby defined as and declared to be and to constitute an Event of Default or default under the Lease: (a) Default in the due and punctual payment of a Rental Payment or any Additional Payments during the Initial Term or any Renewal Term; (b) Default in the due observance or performance of any other covenant, agreement, obligation or provision of the Lease on the District s part to be observed or performed, and such default shall continue for 30 days after the Corporation or the Trustee has given to the District written notice specifying such default or such longer period as shall be reasonably required to cure such default; provided that (i) the District has commenced such cure within said 30-day period, and (ii) the District diligently prosecutes such cure to completion; (c) The District shall (i) admit in writing its inability to pay its debts as they become due; or (ii) file a petition in bankruptcy or for reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under the United States Bankruptcy Code or any other similar present or future federal or state statute or regulation, or file a pleading asking for such relief; or (iii) make an assignment for the benefit of its creditors; or (iv) consent to the appointment of a trustee, receiver or liquidator for all or a major portion of its property or shall fail to have vacated or set aside the appointment of any trustee, receiver or liquidator which was made without the District s consent or acquiescence; or (v) be finally adjudicated as bankrupt or insolvent under any federal or state law; or (vi) be subject to any proceeding or suffer the entry of a final and non-appealable court order, under any federal or state law appointing a receiver, trustee or liquidator for all or a major part of its property or ordering the winding-up or liquidation of its affairs, or approving a petition filed against it under the United States Bankruptcy Code, which order or proceeding, if not the subject of the District s consent, shall not be dismissed, vacated, denied, set aside or stayed within 60 days after the day of entry or commencement; or (vii) suffer a writ or warrant of attachment or any similar process to be issued by any court against all or any substantial portion of its property, and such writ or warrant of attachment or any similar process is not contested, stayed or is not released within 60 days after the final entry, or levy or after any contest is finally adjudicated or any stay is vacated or set aside; or (d) The District shall vacate or abandon the Facilities, and the same shall remain uncared for and unoccupied for a period of 60 days. Remedies on Default If any Event of Default specified in the Lease shall have occurred and be continuing, then the Corporation may, at the Corporation s election (subject, however, to any restrictions contained in the Indenture against acceleration of the maturity of the Bonds or termination of the Lease), then or at any time thereafter, and while such default shall continue, take any one or more of the following actions: (a) cause the Rental Payment and any Additional Payments for the remainder of the then current Lease Term to become due and payable, as provided in the Indenture; or (b) give the District written notice of intention to terminate the Lease on a date specified in such notice, which date shall not be earlier than 30 days after such notice is given, and if all defaults have not then been cured, on the date so specified, the District s rights to possession of the Facilities B-22

71 shall cease and the Lease shall thereupon be terminated, and the Corporation may re-enter and take possession of the Facilities; or (c) without terminating the Lease, re-enter the Facilities or take possession thereof pursuant to legal proceedings or pursuant to any notice provided for by law, and having elected to re-enter or take possession of the Facilities without terminating the Lease, the Corporation shall use reasonable diligence to relet the Facilities, or parts thereof, for such term or terms and at such rental and upon such other provisions and conditions as the Corporation may deem advisable, with the right to make alterations and repairs to the Facilities, and no such re-entry or taking of possession of the Facilities by the Corporation shall be construed as an election on the Corporation s part to terminate the Lease, and no such re-entry or taking of possession by the Corporation shall relieve the District of its obligation to pay Rental Payments or Additional Payments (at the time or times provided in the Lease), or of any of its other obligations under the Lease, all of which shall survive such re-entry or taking of possession, and the District shall continue to pay the Rental Payments and Additional Payments specified in the Lease until the end of the then current Lease Term, whether or not the Facilities has been relet, less the net proceeds, if any, of any reletting of the Facilities after deducting all of the Corporation s reasonable expenses in or in connection with such reletting, including without limitation all repossession costs, brokerage commissions, legal expenses, expenses of employees, alteration costs and expenses of preparation for reletting. Said net proceeds of any reletting shall be deposited in the Bond Fund; or (d) take whatever action at law or in equity may appear necessary or desirable to collect the Rental Payments and Additional Payments then due and thereafter to become due during the Lease Term and to enforce its rights under the Lease and the performance and observance of any obligation, agreement or covenant of the District under the Lease. Having elected to re-enter or take possession of the Facilities without terminating the Lease, the Corporation may (subject, however, to any restrictions in the Indenture against termination of the Lease), by notice to the District given at any time thereafter while the District is in default in the payment of Rental Payments or Additional Payments or in the performance of any other obligation under the Lease, elect to terminate the Lease on a date to be specified in such notice, which date shall be not earlier than 30 days after re-entry under subparagraph (c) above, and if all defaults shall not have then been cured, the Lease shall thereupon be terminated on the date so specified. If in accordance with any of the foregoing provisions of this Article the Corporation shall have the right to elect to re-enter and take possession of the Facilities, the Corporation may enter and expel the District and those claiming through or under the District and remove the property and effects of both or either (forcibly if necessary) without being guilty of any manner of trespass and without prejudice to any remedies for arrears of rent or for preceding breach of covenant. The Corporation may take whatever action at law or in equity which may appear necessary or desirable to collect rent then due and thereafter to become due, or to enforce performance and observance of any obligation, agreement or covenant of the District under the Lease. If at any time after the declaration that the Rental Payments and any Additional Payments for the remainder of the current Lease Term are immediately due and payable, all overdue installments of principal of and interest on the Bonds, together with the reasonable and proper expenses of the Trustee, and all other sums then payable by the Corporation under the Indenture shall either be paid or provision satisfactory to the Trustee shall be made for such payment, then the Trustee may waive or rescind such declaration and annul such default and its consequences in its entirety. In case of any waiver or rescission, then in every such case the Corporation, the Trustee, the District and the Registered Owners shall be restored to their former positions and rights hereunder respectively, but no such rescission shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon. B-23

72 SUMMARY OF THE BASE LEASE The following is a summary of certain provisions of the Base Lease. The following is not a comprehensive description, however, and is qualified in its entirety by reference to the Base Lease for a full recital of the provisions thereof. Lease of Site The District demises and leases the Site to the Corporation, and the Corporation leases the Site from the District, subject to Permitted Encumbrances, on the terms and conditions set forth in the Base Lease. The Base Lease is subject to the Panera Lease. Base Lease Term The term of the Base Lease shall commence as of the date of the delivery thereof and shall end on June 30, 2037, unless such term is sooner terminated as provided in the Base Lease. Assignments, Subleases and Mortgage The Corporation may not mortgage or otherwise assign its rights under the Base Lease or sublet the Site without the written consent of the District except (a) the sublease and lease of the Site and the Facilities pursuant to the Lease, (b) the assignment pursuant to the Indenture of its rights under the Base Lease and the Lease, (c) if the Lease is terminated for any reason and the Base Lease is not otherwise terminated as provided in the Base Lease, or (d) if an Event of Default under the Lease has occurred or any other event has occurred resulting in the termination of the Lease. Except with respect to Permitted Encumbrances and as otherwise provided in the Base Lease or in the Indenture, neither the Corporation nor the District shall, directly or indirectly, create, incur, assume or suffer to exist any mortgage, pledge, lien, charge, encumbrance or claim on or with respect to the Facilities other than the respective rights of the Corporation and the District as provided in the Base Lease and in the Lease. Whenever and as often as any mechanics or other similar lien is filed against the Facilities, or any part thereof, purporting to be for or on account of any labor done or materials or services furnished in connection with any work in or about the Facilities, the District shall discharge the same of record within 60 days after the date of filing. Notice is given that the Corporation shall not be liable for any labor or materials furnished to the District or to anyone claiming by, through or under the District upon credit, and that no mechanics or other similar lien for any such labor, services or materials shall attach to or affect the reversionary or other estate of the Corporation in and to the Facilities or any part thereof. Termination The Base Lease shall terminate upon the completion of the Base Lease Term specified in the Base Lease, provided, however, in the event the District pays all Rental Payments and Additional Payments required by the Lease, or exercises the option to purchase the remaining interest of the Corporation under the Base Lease and pays all amounts as provided in the Lease, then the Base Lease shall be considered assigned to the District and terminated through merger of the leasehold interest with the fee interest if the District is the owner of the fee interest and elects to terminate the leasehold interest so acquired from the Corporation. The Corporation agrees, upon such assignment and termination of the Base Lease Term, to quit and surrender the Facilities as it then exists to the District free and clear of encumbrances, except Permitted Encumbrances. Default by the District If an Event of Default under the Lease occurs for any reason, or if the District terminates the Lease and fails to purchase the Corporation s interest in the Facilities as provided in the Lease, the Corporation, or its B-24

73 assignee, shall have the right to possession thereof for the remainder of the Base Lease Term and shall have the right to sublease the same or sell its interest therein and in this Base Lease upon whatever terms and conditions it deems prudent. In such event, the Corporation shall obtain the same insurance coverage with respect to the Facilities as the District is required to obtain under the Lease for the remainder of the Base Lease Term and will furnish the District with evidence thereof. In the event that the Corporation shall receive a payment for the sale of its interest or total rental payments for subleasing that are, after the payment of the Corporation s expenses in connection therewith including fees and expenses of the Trustee, in excess of the purchase price applicable at the time of termination or default plus interest thereon at the interest rate per annum borne by the Bonds (which must be an amount sufficient to pay the principal of and all interest on the Bonds, or to provide for the payment thereof as provided in the Indenture, with amounts so received to be credited first to such interest and then to principal), then such excess shall be paid to the District by the Corporation, its assigns or its sublessee. Default by the Corporation The District shall not have the right to exclude the Corporation from the Facilities or to take possession thereof (except pursuant to the Lease) or to terminate the Base Lease prior to the termination of the Base Lease Term upon any default by the Corporation under the Base Lease; except that if, upon exercise of the option to purchase the Corporation s interest in the Facilities under the Lease granted to the District in the Lease and after the payment of the amounts specified therein and the other sums payable under the Lease, the Corporation fails to convey its interest therein to the District pursuant to said option, then the District shall have the right to terminate the Base Lease, such termination to be effective 30 days after delivery of written notice of such termination to the Corporation. In the event of any default by the Corporation under the Base Lease, however, the District may maintain an action for damages or, if permitted in equity, for specific performance. B-25

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75 APPENDIX C AUDITED FINANCIAL STATEMENTS OF THE DISTRICT FOR FISCAL YEARS 2010 AND 2011

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77 AUDITED FINANCIAL STATEMENTS OF THE DISTRICT FOR FISCAL YEAR 2010

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