J.J.B. HILLIARD, W.L. LYONS, LLC

Transcription

1 NEW ISSUE Book Entry Only RATINGS (See RATINGS herein) Standard & Poor s: Insured: AA (stable outlook) Underlying: A (stable outlook) In the opinion of Barnes & Thornburg LLP, Indianapolis, Indiana, Bond Counsel, under existing law, interest on the Series 2016A Bonds (as hereinafter defined) is excludable from gross income for federal income tax purposes under Section 103 of the Internal Revenue Code of 1986, as amended. In the opinion of Barnes & Thornburg LLP, Indianapolis, Indiana, Bond Counsel, under existing law, interest on the Series 2016A Bonds is exempt from income taxation in the State of Indiana for all purposes, except for the State Financial Institutions tax. See TAX MATTERS herein and Appendix E hereto. $18,000,000 CITY OF EVANSVILLE, INDIANA ECONOMIC DEVELOPMENT REVENUE BONDS, SERIES 2016A (MEDICAL SCHOOL PROJECT) Dated: Date of Delivery Due: February 1 as shown on the inside front cover The City of Evansville, Indiana, Economic Development Revenue Bonds, Series 2016A (Medical School Project) (the Series 2016A Bonds ) will bear interest from the date of their delivery to their respective maturities in the amounts and at the rates set forth on the inside front cover page hereof. The Series 2016A Bonds will be issued only in fully registered form and, when issued, will be registered in the name of Cede & Co., as nominee for The Depository Trust Company, New York, New York ( DTC ). Purchases of beneficial interests in the Series 2016A Bonds will be made in book-entry-only form in denominations of $5,000 or any integral multiple thereof. Purchasers of beneficial interests in the Series 2016A Bonds (the Beneficial Owners ) will not receive physical delivery of certificates representing their interest in the Series 2016A Bonds. Interest on the Series 2016A Bonds is payable on February 1 and August 1 of each year, commencing August 1, Interest on the Series 2016A Bonds will be paid by check, mailed one (1) business day prior to the interest payment date, or, if payment is made to a depository, by wire transfer of immediately available funds on the interest payment date. Principal of and premium, if any, and interest on the Series 2016A Bonds will be paid directly to DTC, by Old National Wealth Management, as Trustee, Registrar and Paying Agent (the Trustee ) under the Indenture (as hereinafter defined), so long as DTC or its nominee is the registered owner of the Series 2016A Bonds. The principal of and premium, if any, on the Series 2016A Bonds shall be payable in lawful money of the United States of America at the designated corporate trust office of the Trustee. The final disbursement of such payments to the Beneficial Owners of the Series 2016A Bonds will be the responsibility of the DTC Participants and Indirect Participants (each as hereinafter defined). See BOOK-ENTRY-ONLY SYSTEM herein. The Series 2016A Bonds are being issued pursuant to a Trust Indenture dated as of March 1, 2016 (the Indenture ), between the City of Evansville, Indiana (the City ) and the Trustee. The proceeds of the Series 2016A Bonds will be used to pay the cost of all or a portion of (i) the acquisition, construction, installation and equipping of a new medical school and related facilities (collectively, the Series 2016A Project ), (ii) the premiums for a municipal bond insurance policy and a municipal bond debt service reserve surety policy, and (iii) incidental costs and expenses incurred in connection with the issuance of the Series 2016A Bonds, including Underwriter s discount. The Series 2016A Bonds do not constitute a general obligation of the City and are special, limited obligations payable solely from the Trust Estate under the Indenture, consisting primarily of certain revenues pledged by the City and/or the City of Evansville Redevelopment Commission (the Redevelopment Commission ), as applicable, to the Series 2016A Bonds (the Pledged Revenues ), and the funds and accounts held under the Indenture, including a debt service reserve fund. The Pledged Revenues consist of (a) tax increment revenues generated from the Allocation Areas (as defined herein) pursuant to Indiana Code , as amended, which revenues the Redevelopment Commission and the City have pledged to the payment of the Series 2016A Bonds (the TIF Revenues ), subject to certain prior or parity claims thereto as described herein, and, (b) to the extent the TIF Revenues are insufficient for such purpose, revenues derived from the City s distributive share of the Vanderburgh County Option Income Tax imposed on the adjusted gross income of taxpayers in Vanderburgh County, Indiana and received by the City under Indiana Code , as amended, which revenues the City has pledged to the payment of the Series 2016A Bonds (the COIT Revenues ), subject to certain parity claims thereto as described herein. See SOURCES OF PAYMENT AND SECURITY FOR THE SERIES 2016A BONDS herein. The Series 2016A Bonds are subject to redemption prior to maturity as described herein. See THE SERIES 2016A BONDS--Redemption herein. The scheduled payment of principal of and interest on the Series 2016A Bonds when due will be guaranteed under an insurance policy to be issued concurrently with the delivery of the Series 2016A Bonds by BUILD AMERICA MUTUAL ASSURANCE COMPANY. The Series 2016A Bonds are being offered when, as and if issued by the City and received by the Underwriter (as defined herein), subject to the withdrawal or modification of the offer without notice, and to the approval of legality by Barnes & Thornburg LLP, Indianapolis, Indiana, Bond Counsel. Certain legal matters will be passed on by Ziemer, Stayman, Weitzel & Shoulders, LLP, Evansville, Indiana, as counsel to the City, and by Faegre Baker Daniels LLP, Indianapolis, Indiana, as counsel to the Underwriter. It is expected that the Series 2016A Bonds will be available for delivery to DTC in New York, New York on or about March 10, 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. Dated: February 24, 2016 J.J.B. HILLIARD, W.L. LYONS, LLC

2 $18,000,000 CITY OF EVANSVILLE, INDIANA ECONOMIC DEVELOPMENT REVENUE BONDS, SERIES 2016A (MEDICAL SCHOOL PROJECT) The Series 2016A Bonds will mature on February 1 in the years and in the principal amounts as follows: Year Principal Rate Yield Price CUSIP 2017 $ 415, % 0.730% DJ , % 0.950% DK , % 1.110% DL , % 1.280% DM , % 1.440% DN , % 1.670% DP , % 1.910% DQ , % 2.080% DR ,000 (1) 2.200% 2.230% EF ,000 (1) 5.000% 2.230% DS , % 2.330% DT , % 2.490%* * DU , % 2.580%* * DV , % 2.660%* * DW , % 2.760%* * DX , % 2.850%* * DY ,000 (1) 3.000% 3.100% EG ,000 (1) 5.000% 2.940%* * DZ , % 2.990%* * EA ,000 (1) 3.125% 3.240% EB ,000 (1) 4.000% 3.100%* * EH ,035, % 3.290% EC ,190, % 3.140%* * ED ,390, % 3.500% EE1 (1) Split maturities Term Bonds * Yield/price to the first call date of February 1, 2026.

3 IN CONNECTION WITH THIS OFFERING THE UNDERWRITER MAY OVERALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE SERIES 2016A BONDS OFFERED HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. No dealer, broker, salesman or other person has been authorized by the City or the Underwriter to give any information or to make any representations, other than those contained in this Official Statement, in connection with the offering of the Series 2016A Bonds, and, if given or made, such other information or representations must not be relied upon as having been authorized by the City or the Underwriter. 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 securities described herein 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 obtained from the City and other sources which are believed to be reliable, but it is not guaranteed as to accuracy or completeness. The information and expressions of opinion herein are subject to change without notice, and neither the delivery of this Official Statement nor any sale of the securities described herein shall, under any circumstances, create any implication that there has been no change in the affairs of the City since the date of delivery of the securities described herein to the initial purchaser thereof. However, upon delivery of the securities, the City will provide a certificate stating that there have been no material changes in the information contained in the Final Official Statement since its delivery. Build America Mutual Assurance Company ( BAM ) makes no representation regarding the Series 2016A Bonds or the advisability of investing in the Series 2016A Bonds. In addition, BAM has not independently verified, makes no representation regarding, and does not accept any responsibility for the accuracy or completeness of this Official Statement or any information or disclosure contained herein, or omitted herefrom, other than with respect to the accuracy of the information regarding BAM, supplied by BAM and presented under the heading BOND INSURANCE and SPECIMEN MUNICIPAL BOND INSURANCE POLICY in Appendix F hereto. THE UNDERWRITER HAS PROVIDED THE FOLLOWING SENTENCE FOR INCLUSION IN THIS OFFICIAL STATEMENT: 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 AND REASONABLY BELIEVES SUCH INFORMATION TO BE ACCURATE AND COMPLETE, BUT THE UNDERWRITER DOES NOT GUARANTEE THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION. THE SERIES 2016A BONDS HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED. IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE CITY AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THESE SERIES 2016A BONDS HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT; ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. Pursuant to continuing disclosure requirements promulgated by the Securities and Exchange Commission in Securities and Exchange Commission Rule 15c2-12, as amended, the City will enter into a Continuing Disclosure Undertaking Agreement. For a description of the Continuing Disclosure Undertaking Agreement, see CONTINUING DISCLOSURE herein. -i-

4 TABLE OF CONTENTS Page INTRODUCTION... 1 PURPOSE OF ISSUE... 1 THE SERIES 2016A PROJECT... 1 PLAN OF FINANCE... 2 ESTIMATED SOURCES AND USES OF FUNDS... 3 THE SERIES 2016A BONDS... 3 BOOK-ENTRY-ONLY SYSTEM... 5 BOND INSURANCE... 7 SOURCES OF PAYMENT AND SECURITY FOR THE SERIES 2016A BONDS... 9 SERIES 2016A DEBT SERVICE RESERVE FUND CREDIT FACILITY PROCEDURES FOR PROPERTY ASSESSMENT, TAX LEVY AND COLLECTION RISK FACTORS LEGAL MATTERS LITIGATION TAX MATTERS ORIGINAL ISSUE DISCOUNT AMORTIZABLE BOND PREMIUM LEGAL OPINIONS AND ENFORCEABILITY OF REMEDIES CONTINUING DISCLOSURE MUNICIPAL ADVISOR UNDERWRITING RATINGS STATEMENT OF THE CITY Description of and Information Concerning the City of Evansville, Indiana... Appendix A Analysis of Revenues Available for Debt Service... Appendix B Summary of Certain Provisions of the Indenture... Appendix C Summary of Certain Provisions of Documents Relating to Pledge of TIF Revenues and COIT Revenues... Appendix D Form of Opinion of Bond Counsel... Appendix E Specimen Municipal Bond Insurance Policy... Appendix F -ii-

5 CITY OF EVANSVILLE, INDIANA Mayor Lloyd Winnecke Common (City) Council Missy Mosby, President Jonathan Weaver, Vice President H. Dan Adams, M.D., Member Jim Brinkmeyer, Member Justin Elpers, Member Anna Hargis, Member Dan McGinn, Member Michelle Mercer, Member Constance Robinson, Member Controller Russell G. Lloyd, Jr., CPA City Clerk Laura Brown Windhorst Corporation Counsel Ziemer, Stayman, Weitzel & Shoulders, LLP Evansville, Indiana Underwriter J.J.B. Hilliard, W.L. Lyons, LLC Indianapolis, Indiana Bond Counsel Barnes & Thornburg LLP Indianapolis, Indiana Financial Advisor London Witte Group, LLC Indianapolis, Indiana Trustee Old National Wealth Management Evansville, Indiana Underwriter s Counsel Faegre Baker Daniels LLP Indianapolis, Indiana -iii-

6 OFFICIAL STATEMENT Relating to $18,000,000 CITY OF EVANSVILLE, INDIANA ECONOMIC DEVELOPMENT REVENUE BONDS, SERIES 2016A (MEDICAL SCHOOL PROJECT) INTRODUCTION This Official Statement of the City of Evansville, Indiana (the City ), including the cover page, inside front cover page and appendices, is provided for the purpose of setting forth information concerning the City and the City s $18,000,000 Economic Development Revenue Bonds, Series 2016A (Medical School Project) (the Series 2016A Bonds ). The Series 2016A Bonds will be issued under the provisions of Indiana law, including, without limitation, Indiana Code and , each as amended (collectively, the Act ), and in accordance with the terms of the Trust Indenture dated as of March 1, 2016 (the Indenture ), between the City and Old National Wealth Management, as trustee (the Trustee ). The Official Statement speaks only as of its date, and the information contained herein is subject to change without notice. The summaries of and references to all documents, statutes and other instruments referred to in this Official Statement do not purport to be complete and are qualified in their entirety by reference to the full text of each such document, statute or instrument. Terms not defined in this Official Statement shall have the meaning set forth in the Indenture, unless the context otherwise requires. Investors must read the entire Official Statement, including the appendices hereto, to obtain necessary information essential to the making of an informed investment decision. PURPOSE OF ISSUE The proceeds of the Series 2016A Bonds will be used to pay the cost of all or a portion of (i) the acquisition, construction, installation and equipping of a new medical school and related facilities (collectively, the Series 2016A Project ), (ii) the premiums for a municipal bond insurance policy and a municipal bond debt service reserve surety policy, and (iii) incidental costs and expenses incurred in connection with the issuance of the Series 2016A Bonds, including Underwriter s discount. THE SERIES 2016A PROJECT The Series 2016A Project consists of a Multi-Institutional Academic Health Science and Research Center of approximately 140,000 gross square feet containing classrooms, offices for academic research for health sciences, laboratory research space and a healthcare simulation center for health and clinical education. The facility is a collaboration between Indiana University, the University of Southern Indiana and the University of Evansville as building occupants. A portion of the proceeds of the Series 2016A -1-

7 Bonds will be provided by the City to Evansville HealthRealty, LLC (the Developer ) to pay for the costs of the Series 2016A Project. PLAN OF FINANCE On December 29, 2015, the City issued its $9,225,000 Economic Development Lease Rental Revenue Bonds, Series 2015C (Medical School Project) (the Series 2015C Bonds ) to finance certain streetscape and related site improvements related to the proposed medical school project (as described above under THE SERIES 2016A PROJECT ). On December 29, 2015, the City also issued its $12,080,000 Taxable Economic Development Lease Rental Revenue Bonds, Series 2015D (Medical School Project) (the Series 2015D Bonds ) to finance the construction of a public parking garage to serve the medical school project and adjacent convention hotel and meeting facilities. As part of an overall plan of finance related to the medical school project and related facilities and/or to pay for costs related thereto, the City anticipates additionally issuing at a future date, its Economic Development Revenue Bonds, Series 2016B (Medical School Project) (or other appropriate designation), in the currently estimated principal amount of $12,335,000 (the Series 2016B Bonds ). The Series 2016B Bonds are expected to be issued to finance a portion of the costs of the proposed new medical school and related facilities, including the repayment of bond anticipation notes issued to provide interim financing therefor. The Series 2016B Bonds will be payable solely from the TIF Revenues (as hereinafter defined). [Remainder of page intentionally left blank.] -2-

8 ESTIMATED SOURCES AND USES OF FUNDS The proceeds from the Series 2016A Bonds are expected to be applied as follows: Sources of Funds: Principal Amount of Series 2016A Bonds $ 18,000, Net Reoffering Premium 2,155, Total Sources of Funds $ 20,155, Uses of Funds: Project Fund $ 19,700, Cost of Issuance 455, Total Uses of Funds $ 20,155, Includes Underwriter s discount, premiums for bond insurance policy and debt service reserve fund surety policy, and trustee, legal, financial advisory, rating agency, printing and other related expenses. General Description THE SERIES 2016A BONDS The Series 2016A Bonds will be issued in fully registered form in denominations of $5,000 or any integral multiple thereof and mature on February 1 in the years and in the principal amounts and bear interest at the rates as set forth on the inside front cover page of this Official Statement. The Series 2016A Bonds will be dated the date of delivery, with interest payable on February 1 and August 1 of each year, beginning August 1, Interest on the Series 2016A Bonds will be paid by the Trustee on or before the business day prior to each interest payment date to the depository shown as the registered owner or registered assign appearing on the registration books maintained by the Trustee as of the close of business on the fifteenth day of the calendar month immediately preceding an interest payment date. Interest will be calculated on the basis of a 360-day year consisting of twelve 30-day months. The principal of the Series 2016A Bonds will be payable to the depository shown as the registered owner. So long as The Depository Trust Company ( DTC ) or its nominee is the registered owner of the Series 2016A Bonds, principal of and interest on the Series 2016A Bonds will be paid directly to DTC by the Trustee. (The final distribution of such payment to the Beneficial Owners (as hereinafter defined) of the Series 2016A Bonds will be the responsibility of the DTC Participants and Indirect Participants (each as hereinafter defined), all as defined and more fully described herein.) See BOOK-ENTRY-ONLY SYSTEM. -3-

9 Redemption Optional Redemption. The Series 2016A Bonds maturing on or after February 1, 2027 are subject to redemption prior to maturity at the option of the City, in whole or in part, on at least thirty (30), but not more than forty-five (45), days written notice, on February 1, 2026 or any date thereafter, in any order of maturity as designated by the City (less than all of such Series 2016A Bonds of a particular maturity to be selected by the Trustee as described below), at a redemption price equal to 100% of the principal amount thereof plus accrued interest to the date of redemption, and without premium. Mandatory Sinking Fund Redemption. The Series 2016A Bonds due on February 1, 2037 and February 1, 2039 are subject to mandatory sinking fund redemption on February 1 on the dates and in the principal amounts listed below and by lot in such manner as the Trustee may determine, at a redemption price of 100% of the principal amount thereof plus accrued interest to the date of redemption. Notice and Effect of Redemption Term Bonds Due February 1, 2037 Date Amount February 1, 2036 $ 1,070,000 February 1, ,120,000 Final Maturity Term Bonds Due February 1, 2039 Date Amount February 1, 2038 $ 1,175,000 February 1, ,215,000 Final Maturity Notice of redemption shall be given by the Trustee by mailing a copy of the redemption notice, by first class mail, at least thirty (30) days and not more than forty-five (45) days prior to the redemption date to the registered owners of the Series 2016A Bonds to be redeemed at the address shown on the registration books. Any defect in that notice shall not affect the validity of the proceedings for the redemption of any other Series 2016A Bonds for which notice has been properly given. If notice of redemption has been given and provisions for payment of the principal, premium, if any, and accrued interest has been made, the Series 2016A Bonds to be redeemed shall be due and payable on the redemption date at the redemption price, and from and after the redemption date, interest on such Series 2016A Bonds will cease to accrue, and such Series 2016A Bonds will no longer be deemed outstanding. So long as the Series 2016A Bonds are held in book-entry-only form, the Trustee will mail notices of redemption of the Series 2016A Bonds only to DTC or its nominee, in accordance with the Indenture. Neither the City nor the Trustee will have any responsibility for any Beneficial Owner s receipt from DTC or its nominee, or from any DTC Participant or Indirect Participant, of any notices of redemption. See BOOK-ENTRY-ONLY SYSTEM. -4-

10 Registration, Transfer and Exchange The Series 2016A Bonds will be registerable at and may be transferable by the registered owners at the principal corporate trust office of the Trustee upon surrender and presentation of a duly executed written instrument of transfer acceptable to the Trustee. If any Series 2016A Bond is mutilated, lost, stolen or destroyed, the City may execute and the Trustee may authenticate, subject to the provisions of the Indenture, a replacement Bond or Bonds of the same date, series, maturity and denomination. In the case of a mutilated Series 2016A Bond, the Trustee may require that the mutilated Series 2016A Bond be presented and surrendered as a condition to executing a replacement. In the case of a lost, stolen or destroyed Series 2016A Bond, the Trustee may require evidence of such loss, theft or destruction, together with indemnity satisfactory to the Trustee. The Trustee may charge the owner for reasonable fees and expenses in connection with replacements. BOOK-ENTRY-ONLY SYSTEM The Depository Trust Company ( DTC ), New York, NY, will act as securities depository for the Series 2016A Bonds. The Series 2016A Bonds will be issued as fully-registered securities 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 Series 2016A Bond will be issued for each maturity of the Series 2016A Bonds, each in the aggregate principal amount of such maturity, and will be deposited with DTC. 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 & 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 Direct and Indirect Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at Purchases of Series 2016A Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the Series 2016A Bonds on DTC s records. The ownership interest of each actual purchaser of each Series 2016A 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 -5-

11 Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Series 2016A 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 Series 2016A Bonds, except in the event that use of the book-entry system for the Series 2016A Bonds is discontinued. To facilitate subsequent transfers, all Series 2016A 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 Series 2016A Bonds with DTC and their registration in the name of Cede & Co. or such other nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Series 2016A Bonds; DTC s records reflect only the identity of the Direct Participants to whose accounts such Series 2016A Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of Series 2016A Bonds may wish to take certain steps to augment transmission to them of notices of significant events with respect to the Series 2016A Bonds, such as redemptions, tenders, defaults, and proposed amendments to the Series 2016A Bond documents. For example, Beneficial Owners of Series 2016A Bonds may wish to ascertain that the nominee holding the Series 2016A 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 Series 2016A 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 Series 2016A Bonds to be redeemed. Neither DTC nor Cede & Co. (nor such other DTC nominee) will consent or vote with respect to the Series 2016A 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 City as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co. s consenting or voting rights to those Direct Participants to whose accounts the Series 2016A Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy). Payments on the Series 2016A 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 City or the Trustee, on the payable date in accordance with their respective holdings shown on DTC s records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in street name, and will be the responsibility of such Participant and not of DTC, the Trustee or the City, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of principal, premium, if any, and interest on the Series 2016A Bonds to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the City or the Trustee, disbursement of such payments to Direct Participants shall be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners shall be the responsibility of Direct and Indirect Participants. -6-

12 DTC may discontinue providing its services as securities depository with respect to the Series 2016A Bonds at any time by giving reasonable notice to the City or the Trustee. Under such circumstances, in the event that a successor securities depository is not obtained, Series 2016A Bond certificates are required to be printed and delivered. The City may decide to discontinue use of the system of book-entry transfers through DTC (or a successor securities depository). In that event, Series 2016A Bond certificates will be printed and delivered. The information in this section concerning DTC and DTC s book-entry system has been obtained from sources that the City believes to be reliable, but neither the City nor the Underwriter takes any responsibility for the accuracy thereof. Discontinuation of Book-Entry System In the event that the book-entry system for the Series 2016A Bonds is discontinued, the Trustee will provide for the registration of the Series 2016A Bonds in the name of the Beneficial Owners thereof. The City and the Trustee will treat the person in whose name any Series 2016A Bond is registered as the absolute owner of such Series 2016A Bonds for the purposes of making and receiving payment of the principal thereof and interest thereon, and for all other purposes, and neither the City nor the Trustee will be bound by any notice or knowledge to the contrary. See THE SERIES 2016A BONDS--Registration, Transfer and Exchange. BOND INSURANCE The information in this section has been provided by BAM (as hereinafter defined), and neither the City nor the Underwriter takes any responsibility for the accuracy thereof. Bond Insurance Policy Concurrently with the issuance of the Series 2016A Bonds, Build America Mutual Assurance Company ( BAM ) will issue a Municipal Bond Insurance Policy for the Series 2016A Bonds (the Policy ). The Policy guarantees the scheduled payment of principal of and interest on the Series 2016A Bonds when due as set forth in the form of the Policy included as Appendix F to this Official Statement. The Policy is not covered by any insurance security or guaranty fund established under New York, California, Connecticut or Florida insurance law. Build America Mutual Assurance Company BAM is a New York domiciled mutual insurance corporation. BAM provides credit enhancement products solely to issuers in the U.S. public finance markets. BAM will only insure obligations of states, political subdivisions, integral parts of states or political subdivisions or entities otherwise eligible for the exclusion of income under section 115 of the U.S. Internal Revenue Code of 1986, as amended. No member of BAM is liable for the obligations of BAM. The address of the principal executive offices of BAM is: 200 Liberty Street, 27th Floor, New York, New York 10281, its telephone number is: , and its website is located at: -7-

13 BAM is licensed and subject to regulation as a financial guaranty insurance corporation under the laws of the State of New York and in particular Articles 41 and 69 of the New York Insurance Law. BAM s financial strength is rated AA/Stable by Standard and Poor s Ratings Services, a Standard & Poor s Financial Services LLC business ( S&P ). An explanation of the significance of the rating and current reports may be obtained from S&P at The rating of BAM should be evaluated independently. The rating reflects the S&P s current assessment of the creditworthiness of BAM and its ability to pay claims on its policies of insurance. The above rating is not a recommendation to buy, sell or hold the Series 2016A Bonds, and such rating is subject to revision or withdrawal at any time by S&P, including withdrawal initiated at the request of BAM in its sole discretion. Any downward revision or withdrawal of the above rating may have an adverse effect on the market price of the Series 2016A Bonds. BAM only guarantees scheduled principal and scheduled interest payments payable by the issuer of the Series 2016A Bonds on the date(s) when such amounts were initially scheduled to become due and payable (subject to and in accordance with the terms of the Policy), and BAM does not guarantee the market price or liquidity of the Series 2016A Bonds, nor does it guarantee that the rating on the Series 2016A Bonds will not be revised or withdrawn. Capitalization of BAM BAM s total admitted assets, total liabilities, and total capital and surplus, as of December 31, 2015 and as prepared in accordance with statutory accounting practices prescribed or permitted by the New York State Department of Financial Services were $479.6 million, $42.3 million and $437.3 million, respectively. BAM is party to a first loss reinsurance treaty that provides first loss protection up to a maximum of 15% of the par amount outstanding for each policy issued by BAM, subject to certain limitations and restrictions. BAM s most recent Statutory Annual Statement, which has been filed with the New York State Insurance Department and posted on BAM s website at is incorporated herein by reference and may be obtained, without charge, upon request to BAM at its address provided above (Attention: Finance Department). Future financial statements will similarly be made available when published. BAM makes no representation regarding the Series 2016A Bonds or the advisability of investing in the Series 2016A Bonds. In addition, BAM has not independently verified, makes no representation regarding, and does not accept any responsibility for the accuracy or completeness of this Official Statement or any information or disclosure contained herein, or omitted herefrom, other than with respect to the accuracy of the information regarding BAM, supplied by BAM and presented under the heading BOND INSURANCE. Additional Information Available from BAM Credit Insights Videos. For certain BAM-insured issues, BAM produces and posts a brief Credit Insights video that provides a discussion of the obligor and some of the key factors BAM s analysts and credit committee considered when approving the credit for insurance. The Credit Insights videos are easily accessible on BAM s website at buildamerica.com/creditinsights/. (The preceding website address is provided for convenience of reference only. Information available at such address is not incorporated herein by reference.) Credit Profiles. Prior to the pricing of bonds that BAM has been selected to insure, BAM may prepare a pre-sale Credit Profile for those bonds. These pre-sale Credit Profiles provide information about -8-

14 the sector designation (e.g. general obligation, sales tax); a preliminary summary of financial information and key ratios; and demographic and economic data relevant to the obligor, if available. Subsequent to closing, for any offering that includes bonds insured by BAM, any pre-sale Credit Profile will be updated and superseded by a final Credit Profile to include information about the gross par insured by CUSIP, maturity and coupon. BAM pre-sale and final Credit Profiles are easily accessible on BAM's website at buildamerica.com/obligor/. BAM will produce a Credit Profile for all bonds insured by BAM, whether or not a pre-sale Credit Profile has been prepared for such bonds. (The preceding website address is provided for convenience of reference only. Information available at such address is not incorporated herein by reference.) Disclaimers. The Credit Profiles and the Credit Insights videos and the information contained therein are not recommendations to purchase, hold or sell securities or to make any investment decisions. Credit-related and other analyses and statements in the Credit Profiles and the Credit Insights videos are statements of opinion as of the date expressed, and BAM assumes no responsibility to update the content of such material. The Credit Profiles and Credit Insight videos are prepared by BAM; they have not been reviewed or approved by the City or the Underwriter, and the City and the Underwriter assume no responsibility for their content. BAM receives compensation (an insurance premium) for the insurance that it is providing with respect to the Series 2016A Bonds. Neither BAM nor any affiliate of BAM has purchased, or committed to purchase, any of the Series 2016A Bonds, whether at the initial offering or otherwise. General SOURCES OF PAYMENT AND SECURITY FOR THE SERIES 2016A BONDS The Series 2016A Bonds do not constitute a general obligation of the City and are special, limited obligations payable solely from the Trust Estate under the Indenture, consisting primarily of certain revenues pledged by the City and/or the City of Evansville Redevelopment Commission (the Redevelopment Commission ), as applicable, to the Series 2016A Bonds (the Pledged Revenues ), and the funds and accounts held under the Indenture. The Pledged Revenues consist of (a) tax increment revenues generated from the Allocation Areas (as hereinafter defined) pursuant to Indiana Code , as amended, which revenues the Redevelopment Commission and the City have pledged to the payment of the Series 2016A Bonds (the TIF Revenues ), subject to certain prior or parity claims thereto as described herein, and, (ii) to the extent the TIF Revenues are insufficient for such purpose, revenues derived from the City s distributive share of the Vanderburgh County Option Income Tax imposed on the adjusted gross income of taxpayers in Vanderburgh County, Indiana and received by the City under Indiana Code , as amended, which revenues the City has pledged to the payment of the Series 2016A Bonds (the COIT Revenues ), subject to certain parity claims thereto as hereinafter described. The Series 2016A Bonds are further secured by a Debt Service Reserve Fund as hereinafter described. Descriptions of the TIF Revenues, the COIT Revenues and the Debt Service Reserve Fund are set forth below under this heading. Additionally, as described below, the City or the Redevelopment Commission, as applicable, may issue or enter into additional bonds, obligations, leases or pledges of TIF Revenues or COIT Revenues in the future, upon the satisfaction of certain conditions. See Appendix D hereto. THE SERIES 2016A BONDS DO NOT CONSTITUTE A GENERAL OBLIGATION OF THE CITY, BUT CONSTITUTE A LIMITED, SPECIAL OBLIGATION OF THE CITY PAYABLE SOLELY -9-

15 FROM THE FUNDS PLEDGED THERETO UNDER THE INDENTURE. NEITHER THE FULL FAITH AND CREDIT NOR THE TAXING POWER OF THE CITY (OTHER THAN THE PLEDGED REVENUES) IS PLEDGED TO PAY THE PRINCIPAL OF OR INTEREST ON THE SERIES 2016A BONDS. TIF Revenues Pursuant to Indiana Code , as amended, the City has established a department of redevelopment, which is controlled by the Redevelopment Commission. The Redevelopment Commission, acting in the name of the City, governs the City of Evansville Redevelopment District (the Redevelopment District ), which consists of all the territory within the corporate boundaries of the City. Pursuant to a declaratory resolution adopted by the Redevelopment Commission, as confirmed by a confirmatory resolution adopted on January 20, 1984 (collectively, the Original Declaratory Resolution ), the Commission previously established a redevelopment project area in the downtown portion of the City (the Original Area ), and designated the entire area as an allocation area (the Original Allocation Area ), in accordance with Indiana Code , for the purposes of capturing property taxes generated from incremental assessed value of real property located within the Original Allocation Area. On December 4, 2007, the Commission adopted a resolution amending the Original Declaratory Resolution to enlarge the boundaries of the Original Area to include certain additional area (the Additional Area, and together with the Original Area, the Downtown Redevelopment Area ), and to expand the boundaries of the Original Allocation Area to include all of such Additional Area (the Additional Allocation Area, and together with the Original Allocation Area, the Amended Downtown Redevelopment Allocation Area ). On November 5, 2008, the Commission further amended the Original Declaratory Resolution by designating Berry Plastics Corporation as a designated taxpayer under Indiana Code for the purpose of capturing incremental property tax revenues on the designated taxpayer s depreciable personal property located in the Amended Downtown Redevelopment Allocation Area. On February 20, 2013, the Redevelopment Commission adopted a resolution further amending the Original Declaratory Resolution to subdivide the then-existing Amended Downtown Redevelopment Allocation Area into two separate allocation areas under Indiana Code , known as the Evansville Downtown Allocation Area No. 1 and the Evansville Downtown Allocation Area No. 2 (the Allocation Area No. 1 and the Allocation Area No. 2, respectively, and, collectively, the Allocation Areas ). The Allocation Areas are located in the downtown area of the City and collectively encompass approximately 300 acres. The Allocation Areas are generally bounded on the west by Riverside Drive and Fulton Avenue, on the south by Chestnut Street and Cherry Street, on the east by Dr. Martin Luther King, Jr. Drive, and on the north by the Lloyd Expressway. Within the boundaries of the Allocation Areas, there are numerous retail, commercial, light industrial, and residential properties, as well as vacant developable land. The Series 2016A Project will be located in the Allocation Areas. The TIF Revenues are derived from property tax proceeds attributable to the difference between (i) the assessed value of all real property (together with the assessed value of certain depreciable personal property), as of the assessment date, minus (ii) the respective base assessed value (as defined in Indiana Code (b)(1)) as of the base assessment date for property located in the Allocation Areas. The base assessment date of Allocation Area No. 1 is March 1, 1983, and the base assessment date of Allocation Area No. 2 is March 1,

16 On May 20, 2010, the City of Evansville Redevelopment Authority issued its $116,620,000 Taxable Lease Rental Revenue Bonds, Series 2010B (Build America Bonds Direct Pay Option) (the Series 2010 Bonds ), currently outstanding in the principal amount of $116,620,000, payable from lease rentals due by the Redevelopment Commission. Such lease rentals used to pay the Series 2010 Bonds are payable, in part, from the TIF Revenues and the COIT Revenues. On December 29, 2011, the City issued its $22,435,000 Taxable Economic Development Revenue Bonds, Series 2011 (Berry Plastics Project) (the Series 2011 Bonds ), currently outstanding in the principal amount of $20,425,000, payable from the TIF Revenues. On July 9, 2015, the Redevelopment Commission caused to be issued the $10,990,000 City of Evansville Redevelopment District Tax Increment Refunding Revenue Bonds, Series 2015 (the Outstanding 2015 TIF Bonds ), currently outstanding in the principal amount of $10,305,000, payable from the TIF Revenues. The pledge of the TIF Revenues to the Series 2016A Bonds and to the payment of the lease rental payments used to pay the Series 2015C Bonds and the Series 2015D Bonds is junior and subordinate to the pledge of the TIF Revenues to the Series 2011 Bonds, the Outstanding 2015 TIF Bonds and the Series 2016B Bonds (when and if issued), and also ranks on a junior basis to the payment of the lease rental payments used to pay the Series 2010 Bonds. The pledge of the TIF Revenues to the Series 2016A Bonds ranks on a parity with the pledge of the TIF Revenues to the payment of the lease rental payments used to pay the Series 2015C Bonds and the Series 2015D Bonds. See Appendix B hereto. The City s historical information regarding its receipt of TIF Revenues is as follows: Historical TIF Revenues Year Incremental Assessed Value Tax Increment Revenues Collections 2010 Pay 2011 $ 246,601,714 $ 6,683, Pay ,348,349 6,910, Pay ,447,220 8,458, Pay ,236,652 7,383, Pay ,287,823 6,954,826 Source: Vanderburgh County Auditor's Office (See Exhibit C to Appendix B hereto.) London Witte Group, LLC, Indianapolis, Indiana ( LWG ) has prepared a report of the TIF Revenues available for debt service on the Series 2016A Bonds (the Consultant s Report ), which is appended to this Official Statement as Appendix B. Reference to the Consultant s Report should be made for an estimate of the TIF Revenues to be available to pay the principal of and interest on the Series 2016A Bonds and the assumptions made by LWG in the preparation of the Consultant s Report. Pursuant to Indiana law, property taxes are due and payable to the County Treasurer each May 10 and November 10. Before August 1 of the preceding calendar year, the Commission must determine and notify the County Auditor and other overlapping taxing units of the amount by which total tax increment payable to the allocation fund related to the Allocation Areas (the Allocation Fund ) is expected to exceed the amount of total tax increment necessary to meet the obligations, which may be legally paid with such -11-

17 total tax increment including debt service. After property taxes are paid to the County Treasurer as described above, on or before each June 30 and December 31, such taxes are paid over to the County Auditor who, based on the previous year s certification, pays the portion of property tax receipts, which represents total tax increment into the Allocation Fund. A general reassessment of property may affect the timeline as described above. See PROCEDURES FOR PROPERTY ASSESSMENT, TAX LEVY AND COLLECTION herein for the procedures in the State of Indiana (the State ) for property tax assessment and collection, risks related to general reassessment, and the impact of the Circuit Breaker Tax Credit (as hereinafter defined) on the amount of property taxes collected. See RISK FACTORS--Risks Related to the TIF Revenues for a description of certain risk factors related to the TIF Revenues. COIT Revenues Pursuant to Indiana Code , the Vanderburgh County Income Tax Council (the Income Tax Council ) is authorized to impose the county option income tax ( COIT ) within Vanderburgh County, Indiana (the County ). The Income Tax Council consists of the County Council and the fiscal bodies of each city or town that lies either partially or entirely within the County. The voting power on the Income Tax Council is allocated on the basis of population. Each city or town receives the percentage of votes that its population bears to the population of the entire County. The County s percentage of votes is based on the population in the County that is not located in a city or town. The percentages are certified each year by the County Auditor. The Income Tax Council adopted an ordinance imposing the COIT in 1984 and COIT was first imposed in The County received its first COIT distribution in The COIT is imposed on residents of the County and individuals who maintain their principal place of business or employment in the County and who do not reside in another county in which the COIT, the county adjusted gross income tax or the county economic development income tax is in effect. The current COIT rates in the County are 1.0% for resident taxpayers and.25% for nonresident taxpayers. The COIT is collected by the State of Indiana (the State ) and deposited into a special account within the State general fund. The amount of COIT that is to be distributed to the County during an ensuing calendar year is the amount of COIT revenue that the Indiana Department of Revenue certifies has been received from the County during the taxable year ending before the prior calendar year and reported on an annual return on the state fiscal year ending before July 1 of the prior calendar year, subject to adjustments for refunds, interest, offsetting of overpayments, and mathematical errors. This amount is certified to the County Auditor before August 1 of each calendar year and one-twelfth of the certified distribution is distributed each month of the ensuing year. COIT revenues received by the County Auditor must be used to: (1) replace the amount of property tax revenues lost as a result of an increased homestead credit within the County; (2) fund the operation of a public communications system and computer facilities district, if provided for in an election made by the County Council; (3) fund the operation of a public transportation corporation pursuant to an election made by the County Council; (4) make payments of debt service or lease rentals to finance certain economic development projects, if pledged for that purpose by the County Council; and (5) make distributions of distributive shares to the civil taxing units of the County. The items referred to in clauses (1) through (4) above are referred to as the Predistribution COIT Uses. In 2005, the Indiana General Assembly amended the COIT statute, effective July 1, 2005, to allow COIT revenues to be used for any lawful purpose of the unit. The percentage of revenues to be distributed as distributive shares to each civil taxing unit equals the total property taxes due and payable to the civil taxing unit during the calendar year in which the month falls, divided by the total property taxes due and payable to all civil taxing units of the County during the calendar year in which the month falls, subject to certain adjustments described in Indiana Code

18 For the fiscal year ending December 31, 2016, the City is entitled to approximately 44.51% of COIT revenues to be distributed to the civil taxing units in the County after the Predistribution COIT Uses. This percentage may decline if the City s property tax levy becomes a smaller percentage of the total property tax levies of all civil taxing units in the County. The COIT Revenues received by the City may also be reduced because of a reduction in the amount of COIT collected or distributed throughout the County, a distribution certified by the State for an amount that is less than the COIT revenue actually collected, or an increase in the amount of COIT used for Predistribution COIT Uses. See RISK FACTORS--Risks Related to the COIT Revenues herein. The Income Tax Council is prohibited by statute from reducing the COIT rate as long as bonds or leases for which rent is payable from COIT are outstanding. However, COIT Revenues available to the City could be reduced because of the factors described above and under the caption RISK FACTORS-- Risk Factors Related to the COIT Revenues, among other things, without reducing the COIT rate. Neither the City, the County nor the Income Tax Council has the ability to take any action to increase the rate at which COIT is imposed in order to provide funds to pay debt service on the Series 2016A Bonds. Effective in 2008, the Income Tax Council may use COIT Revenues to provide taxpayers with a credit against taxes payable on their principal place of residence (the Local Homestead Credit ). Revenue derived from the COIT may be used to allow a Local Homestead Credit against property taxes in the County, currently in the amount of %. If the Income Tax Council were to increase the Local Homestead Credit, the property tax revenues lost to the taxing units as a result would not have to be replaced from COIT, before calculating the distributive shares of COIT. The Income Tax Council has not acted to increase the Local Homestead Credit above the level prescribed by statute. Moreover, Indiana Code prohibits the Income Tax Council from taking any action that would reduce the distributive share of COIT for any taxing unit below the amount to which that unit was entitled when it pledge COIT for any purpose permitted by statute. Therefore, the Income Tax Council may, in the future, increase the Local Homestead Credit only if this action would not result in the City receiving a smaller distributive share of COIT Revenues than the share to which it was entitled when the Series 2010 Bonds, the 2015 Hotel Bonds (as hereinafter defined), the Series 2016A Bonds, the Series 2015C Bonds or the Series 2015D Bonds were issued. In 2015, the Indiana General Assembly enacted House Bill 1485 (signed by the Governor on May 6, 2015), which will require that, effective January 1, 2017, the system for local option income tax (including COIT, county adjusted gross income tax (CAGIT), and county economic development income tax (CEDIT)) in Indiana will be effectively replaced with a single local option income tax. House Bill 1485 specifically states that, notwithstanding the replacement of COIT with a single local option income tax in 2017, (a) a pledge of COIT to bond payments made prior to January 1, 2017 remains binding and enforceable for so long as such bonds are outstanding and (b) the rights, duties, obligations, proceedings and liabilities accrued before January 1, 2017 related to COIT pledges continue and shall be imposed under prior law as if House Bill 1485 had not been enacted. [Remainder of page intentionally left blank.] -13-

19 The City s historical information regarding its distributive share of COIT Revenues is as follows: Historical COIT Distributions Year Total County Distribution* City s Distributive Share** Percentage of Total Rate of Growth $30,278,503 28,964,687 36,206,236 32,150,729 19,792,471 32,638,843 31,666,953 34,788,961 33,956,202 34,241,051 $13,055,816 13,117,237 14,739,986 13,263,234 11,194,266 13,250,454 14,056,843 15,415,628 15,008,025 15,239, % -1.77% 45.29% 0.47% 40.71% 12.37% 41.25% % 56.56% % 40.60% 18.37% 44.39% 6.09% 44.31% 9.67% 44.20% -2.64% 44.51% 1.54% * After application of Homestead Credit. Homestead Credit was suspended for ** For year 2016, the City s distributive share is a projection provided by the Department of Local Government Finance. The actual share for 2016 may vary. For all other years, the amounts presented represent the actual distributions received by the City. For year 2012, the City received a one-time additional distribution from the State in the amount of $2,917, (which amount is not included in the above table). Source: City Controller s Office On September 1, 2015, the City issued its $10,235,000 Economic Development Revenue Bonds, Series 2015A (Downtown Convention Hotel Project) (the 2015 Hotel Bonds ), currently outstanding in the principal amount of $10,235,000, payable, in part, from the COIT Revenues. The pledge of the COIT Revenues to the Series 2016A Bonds will rank on a parity with the pledge of the COIT Revenues to the lease rentals used to pay the Series 2010 Bonds, to the payment of the 2015 Hotel Bonds, and to the lease rental payments due with respect to the Series 2015C Bonds and the Series 2015D Bonds. It is expected that the pledge of the COIT Revenues to the Series 2016A Bonds will also rank on a parity with the pledge of the COIT Revenues to the payment of lease rentals payments used to pay the City s Economic Development Lease Rental Revenue Bonds, Series 2016A (Downtown Convention Hotel Project) (the 2016 Hotel Bonds ), in the currently estimated principal amount of $7,260,000, when and if issued. See the Consultant s Report in Appendix B hereto for an analysis of historical and projected receipts of COIT Revenues available for the Series 2016A Bonds, for the lease rental payments due with respect to the Series 2010 Bonds, for the 2015 Hotel Bonds, for the lease rental payments due with respect to the Series 2015C Bonds and the Series 2015D Bonds, and for the lease rental payments due with respect to the 2016 Hotel Bonds, when and if issued. Additional Obligations The City or the Redevelopment Commission, as applicable, is permitted to pledge TIF Revenues and/or COIT Revenues on a parity basis to the pledge of the TIF Revenues or COIT Revenues, as applicable, to the Series 2016A Bonds, upon meeting certain conditions for such pledge. See Parity Pledge of TIF -14-

20 Revenues to Payment of the Series 2016A Bonds and Parity Pledge of COIT Revenues to Payment of the Series 2016A Bonds in Appendix D hereto for a description of the provisions related to additional parity pledges of TIF Revenues and/or COIT Revenues. Debt Service Reserve Fund In accordance with the Indenture, the Debt Service Reserve Fund will be established at the time of issuance of the Series 2016A Bonds and will be funded at such time in an amount equal to the Reserve Requirement (as hereinafter defined). The Debt Service Reserve Fund may be applied for the purpose of paying the principal of and interest on the Series 2016A Bonds if any deficiencies occur in the Bond Fund established under the Indenture. The Reserve Requirement means an amount equal to the least of (i) the maximum annual debt service on the Series 2016A Bonds, (ii) one hundred twenty-five percent (125%) of the average annual debt service on the Series 2016A Bonds, or (iii) ten percent (10%) of the stated principal amount or issue price (as determined under Treasury Regulation (f)(2)) of the Series 2016A Bonds. On the date of issuance of the Series 2016A Bonds, the Reserve Requirement means an amount equal to $1,260, If the Debt Service Reserve Fund contains an amount which is less than the Reserve Requirement, then such deficiency is required to be restored from Pledged Revenues not required to be deposited into the Bond Fund. If money in the Debt Service Reserve Fund exceeds the Reserve Requirement, such excess will be transferred at least semiannually to the Bond Fund. See SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE in Appendix C hereto. The Indenture permits the City to satisfy all or a portion of the Reserve Requirement by depositing a Debt Service Reserve Fund Credit Facility (as defined in Appendix C hereto) into the Debt Service Reserve Fund. In order to qualify under the terms of the Indenture, a Debt Service Reserve Fund Credit Facility must be provided by an insurer, a bank or trust company whose long-term debt obligations are rated (at the time of issuance of such credit facility) in one of the two highest Rating Categories by the Rating Agency or Rating Agencies (as such terms are defined in the Indenture) then maintaining a rating on the Series 2016A Bonds. The City has elected to satisfy the Reserve Requirement by depositing the Series 2016A Debt Service Reserve Fund Credit Facility (as defined in Appendix C hereto) into the Debt Service Reserve Fund. See SERIES 2016A DEBT SERVICE RESERVE FUND CREDIT FACILITY herein. SERIES 2016A DEBT SERVICE RESERVE FUND CREDIT FACILITY The Indenture requires the establishment of the Debt Service Reserve Fund. Under the Indenture, the Debt Service Reserve Fund is required to contain an amount equal to the Reserve Requirement, which at the time of issuance of the Series 2016A Bonds means an amount equal to $1,260, See SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2016A BONDS--Debt Service Reserve Fund herein. The Indenture authorizes the City to obtain a Debt Service Reserve Fund Credit Facility (as defined in Appendix C hereto) equal to the Reserve Requirement, in lieu of depositing cash into the Debt Service Reserve Fund. Accordingly, a commitment has been made by the Series 2016A Bond Insurer for the issuance of the Series 2016A Debt Service Reserve Fund Credit Facility (as defined in Appendix C hereto) for the purpose of satisfying the Reserve Requirement (see SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2016A BONDS--Debt Service Reserve Fund and Appendix C hereto). The Series 2016A Bonds will only be delivered upon the issuance of the Series 2016A Debt Service Reserve Fund Credit Facility. The premium on the Series 2016A Debt Service Fund Credit Facility is to be fully paid at or prior to the issuance and delivery of the Series 2016A Bonds. The Series 2016A Debt Service Reserve Fund Credit Facility provides that upon the later of (i) one day after receipt by the Series 2016A Bond Insurer of a demand for payment executed by the Trustee -15-

21 certifying that provision for the payment of principal of or interest on the Series 2016A Bonds when due has not been made or (ii) the principal or interest payment date specified in the notice of nonpayment submitted to the Series 2016A Bond Insurer, the Series 2016A Bond Insurer will promptly deposit funds with the Trustee sufficient to enable the Trustee to make such payments due on the Series 2016A Bonds, but in no event exceeding the Series 2016A Debt Service Reserve Fund Credit Facility coverage for such Series 2016A Bonds, as defined in the Series 2016A Debt Service Reserve Fund Credit Facility. Pursuant to the terms of the Series 2016A Debt Service Reserve Fund Credit Facility, the Series 2016A Debt Service Reserve Fund Credit Facility coverage is automatically reduced to the extent of each payment made by the Series 2016A Bond Insurer under the terms of the Series 2016A Debt Service Reserve Fund Credit Facility and the City is required to reimburse the Series 2016A Bond Insurer for any draws under the Series 2016A Debt Service Reserve Fund Credit Facility with interest at the rate set forth in the Indenture. Upon such reimbursement, the Series 2016A Debt Service Reserve Fund Credit Facility is automatically reinstated to the extent of each principal reimbursement up to but not exceeding the Series 2016A Debt Service Reserve Fund Credit Facility coverage. The reimbursement obligation for the City, with respect to any draws upon the Series 2016A Debt Service Reserve Fund Credit Facility, is subordinate to the City s obligations with respect to the Series 2016A Bonds. In the event the amount on deposit, or credited to the Debt Service Reserve Fund, exceeds the amount of the Series 2016A Debt Service Reserve Fund Credit Facility for the Debt Service Reserve Fund, any draw on the Series 2016A Debt Service Fund Credit Facility will be made only after all the funds in the Debt Service Reserve Fund have been expended. In the event that the amount on deposit in or credited to a Debt Service Reserve Fund, in addition to the amount available under the Series 2016A Debt Service Reserve Fund Credit Facility for the Debt Service Reserve Fund, includes amounts available under a letter of credit, insurance policy, surety bond or other such funding instrument (the Additional Funding Instrument ), draws on the Series 2016A Debt Service Reserve Fund Credit Facility and the Additional Funding Instrument will be made on a pro rata basis to fund the insufficiency. PROCEDURES FOR PROPERTY ASSESSMENT, TAX LEVY AND COLLECTION General Real and personal property in the State of Indiana (the State ) is assessed each year as of March 1 in a year ending before January 1, 2015, and as of January 1 each year thereafter. On or before August 1 each year, each county auditor must submit to each underlying political subdivision located within that county a statement containing: (1) information concerning the assessed valuation in the political subdivisions for the next calendar year; (2) an estimate of the taxes to be distributed to the political subdivision during the last six months of the current calendar year; (3) the current assessed valuation as shown on the abstract of charges; (4) the average growth in assessed valuation in the political subdivision over the preceding three budget years, adjusted according to procedures established by the Department of Local Government Finance (the DLGF ) to account for reassessment under certain provisions of the Indiana Code; and (5) any other information at the disposal of the county auditor that might affect the assessed value used in the budget adoption process. By statute, the budget, tax rate and levy of a local political subdivision (except for any school corporation, which elects to have a budget year from July 1 of a year through June 30 of the following year) must be established no later than November 1. The budget, tax levy and tax rate are subject to review, revision, reduction or increase by the DLGF. The DLGF must complete its actions on or before February 15 of the immediately succeeding calendar year. -16-

22 On or before March 15, each county auditor prepares and delivers to the Auditor of State and the county treasurer the final abstract of property taxes within that county. The county treasurer mails tax statements the following April (but mailing may be delayed due to reassessment or other factors). Unless the mailing of tax bills is delayed, property taxes are due and payable to the county treasurer in two installments on May 10 and November 10. If an installment of taxes is not completely paid on or before the due date, a penalty of 10% of the amount delinquent is added to the amount due; provided, that so long as the installment is completely paid within 30 days of the due date and the taxpayer is not liable for delinquent property taxes first due and payable in a previous year for the same parcel, the amount of the penalty is 5% of the amount of the delinquent taxes. On May 11 and November 11 of each year after one year of delinquency, an additional penalty equal to 10% of any taxes remaining unpaid is added. The penalties are imposed only on the principal amount of the delinquency. Real property becomes subject to tax sale procedures on June 30 if a delinquency of more than $25 then exists with respect to an installment due on or before May 10 of the prior year. With respect to delinquent personal property taxes, each county treasurer shall serve a demand upon each county resident who is delinquent in the payment of personal property taxes after November 10, but before August 1 of the succeeding year. Each county auditor distributes property taxes collected to the various political subdivisions on or before the June 30 or December 31 after the due date of the tax payment. Under State law, personal property is assessed at its actual historical cost less depreciation, whereas real property assessed after February 28, 2011, must be assessed in accordance with the 2011 Real Property Assessment Manual (the Manual ) and the Real Property Assessment Guidelines for 2011 (the Guidelines ), both published by the DLGF, pursuant to 50 Indiana Administrative Code 2.4 (the Rule ). The purpose of the Rule is to accurately determine true tax value as defined in the Manual and the Guidelines, not to mandate that any specific assessment method be followed. The Manual defines true tax value for all real property, other than agricultural land, as the market value in use of a property for its current use, as reflected by the utility received by the owner or a similar user from that property. In the case of agricultural land, true tax value shall be the value determined in accordance with the Guidelines and certain provisions of the Indiana Code. The Manual permits assessing officials in each county to choose any acceptable mass appraisal method to determine true tax value, taking into consideration the ease in administration and the uniformity of the assessments produced by that method. The Guidelines were adopted to provide assessing officials with an acceptable appraisal methodology, although the Manual makes it clear that assessing officials are free to select from any number of appraisal methods, provided that they are capable of producing accurate and uniform values throughout the jurisdiction and across all classes of real property. The Manual specifies the standards for accuracy and validation that the DLGF will use to determine the acceptability of any alternate appraisal method. The intent of the DLGF is that an assessment determined by an assessing official in accordance with the Rule and the Manual and Guidelines shall be presumed to be correct. Any evidence relevant to the true tax value of the real property as of the assessment date may be presented to rebut the presumption of correctness of the assessment. Such evidence may include an appraisal prepared in accordance with generally recognized appraisal standards; however, there is no requirement that an appraisal be presented either to support or to rebut an assessment. Instead, the validity of the assessment shall be evaluated on the basis of all relevant evidence presented. Whether an assessment is correct shall be determined on the basis of whether, in light of the relevant evidence, it reflects the real property s true tax value. There are certain credits, deductions and exemptions available for various classes of property. For instance, real property may be eligible for certain deductions for mortgages, solar energy heating or cooling systems, wind power devices, hydroelectric power devices and geothermal energy heating or cooling devices and if such property is owned by the aged. Residential real property may be eligible for certain deductions for rehabilitation. Real property that is the principal residence of the owner thereof is entitled to certain deductions and may be eligible for additional deductions, and if such owner is blind or disabled, -17-

23 such property may also be eligible for additional deductions. Buildings designed and constructed to systematically use coal combustion products throughout the building may be eligible for certain deductions. Tangible property consisting of coal conversion systems and resource recovery systems may be eligible for certain deductions. Tangible property or real property owned by disabled veterans and their surviving spouses may be eligible for certain deductions. Commercial and industrial real property, new manufacturing equipment and research and development equipment may be entitled to economic revitalization area deductions. Government-owned properties and properties owned, used and occupied for charitable, educational or religious purposes may be entitled to exemptions from tax. Assessed value or assessed valuation means an amount equal to the true tax value of property, which represents the gross assessed value of such property, less any deductions, credits and exemptions applicable to such property, and is the value used for taxing purposes in the determination of tax rates. Changes in assessed values of real property occur periodically as a result of general reassessments scheduled by the State General Assembly, as well as when changes occur in the property due to new construction or demolition of improvements. The current reassessment was effective as of the March 1, 2012 assessment date, and affects taxes payable beginning in Before July 1, 2013, and before May 1 of every fourth year thereafter, each county assessor is required to prepare and submit to the DLGF a reassessment plan for its county. The DLGF must complete its review and approval of the reassessment plan before March 1, 2015, and January 1 of each subsequent year that follows a year in which the reassessment plan is submitted by the county. The reassessment plan must divide all parcels of real property in the county into four different groups of parcels. Each group of parcels must contain approximately 25% of the parcels within each class of real property in the county. All real property in each group of parcels shall be reassessed under the county s reassessment plan once during each four-year cycle. The reassessment of a group of parcels in a particular class of real property shall begin on May 1 of a year and must be completed on or before January 1 of the year after the year in which the reassessment of the group of parcels begins. For real property included in a group of parcels that is reassessed, the reassessment is the basis for taxes payable in the year following the year in which the reassessment is to be completed. The county may submit a reassessment plan that provides for reassessing more than 25% of all parcels of real property in the county in a particular year. A plan may provide that all parcels are to be reassessed in one year. However, a plan must cover a four-year period. All real property in each group of parcels shall be reassessed under the county s reassessment plan once during each reassessment cycle. The reassessment of the first group of parcels under a county s reassessment plan was required to begin on July 1, 2014, and was required to be completed on or before March 1, In addition, the assessed value of real property will be annually adjusted to reflect changes in market value, based, in part, on comparable sales data, in order to account for changes in value that occur between reassessments. This process is generally known as Trending. When a change in assessed value occurs, a written notification is sent to the affected property owner. If the owner wishes to appeal this action, the owner must first request in writing a preliminary conference with the county or township official who sent the owner such written notification. That request must be filed with such official within 45 days after the written notification is given to the taxpayer. That preliminary conference is a prerequisite to a review of the assessment by the county property tax assessment board of appeals. While the appeal is pending: (1) any taxes on real property which become due on the property in question must be paid in an amount based on the immediately preceding year s assessment, or it may be paid based on the amount that is billed; and (2) any taxes on personal property which become due on the property in question must be paid in an amount based on the assessed value reported by the taxpayer on the taxpayer s personal property tax return, or it may be paid based on the amount billed. Prior to February 15 of each year for taxes to be collected during that year, the DLGF is required to review the proposed budgets, tax rates and tax levies of each political subdivision, including the -18-

24 Redevelopment District, and the proposed appropriations from those levies to pay principal of and interest on each political subdivision s funding, refunding, judgment funding or other outstanding obligations, to pay judgments rendered against the political subdivision and to pay the political subdivision s outstanding lease rental obligations (collectively bond and lease obligations ) to be due and payable in the next calendar year. If it determines that the proposed levies and appropriations are insufficient to pay the bond and lease obligations, the DLGF may at any time increase the tax rate and tax levy of a political subdivision to pay such bond and lease obligations. Circuit Breaker Tax Credit The electors of the State, at the general election held on November 2, 2010, approved an amendment to the State Constitution (the Amendment ), which provides taxpayers with a tax credit for all property taxes in an amount that exceeds a percentage of the gross assessed value of real and personal property eligible for the credit (the Circuit Breaker Tax Credit ). As a result of such approval, the Amendment has become a part of the State Constitution. In particular, under the Amendment, with respect to property taxes first due and payable in 2012 and thereafter, the State General Assembly will be required to limit a taxpayer s property tax liability as follows: (1) A taxpayer s property tax liability on tangible property, including curtilage, used as a principal place of residence by an: (a) owner of property; (b) individual who is buying the tangible property under a contract; or (c) individual who has a beneficial interest in the owner of the tangible property (collectively, Tangible Property ); may not exceed 1% of the gross assessed value of the property that is the basis for the determination of property taxes. (2) A taxpayer s property tax liability on other residential property may not exceed 2% of the gross assessed value of the property that is the basis for the determination of property taxes. (3) A taxpayer s property tax liability on agricultural property may not exceed 2% of the gross assessed value of the property that is the basis for the determination of property taxes. (4) A taxpayer s property tax liability on other real property may not exceed 3% of the gross assessed value of the property that is the basis for the determination of property taxes. (5) A taxpayer s property tax liability on personal property (other than personal property that is Tangible Property or personal property that is other residential property) within a particular taxing district may not exceed 3% of the gross assessed value of the taxpayer s personal property that is the basis for the determination of property taxes within the taxing district. The Amendment provides that, with respect to property taxes first due and payable in 2012 and thereafter, property taxes imposed after being approved by the voters in a referendum will not be considered for purposes of calculating the limits to property tax liability under the provisions of the Amendment described in the preceding paragraphs. As required by the Amendment, the State General Assembly enacted amendments to Indiana Code (the Statute ) for the purposes of limiting a taxpayer s property tax liability and excluding property taxes imposed after being approved by the voters in a referendum from the calculation of such limits to property tax liability. -19-

25 In addition, pursuant to statute, certain senior citizens with annual income below specified levels or their surviving spouses may be entitled to credits in addition to the Circuit Breaker Tax Credit with respect to their property tax liability attributable to their homesteads. The application of the Circuit Breaker Tax Credit will result in a reduction of property tax collections for each political subdivision in which the Circuit Breaker Tax Credit is applied. Except for referendum tax levies approved by voters for the benefit of school corporations, a political subdivision may not increase its property tax levy or borrow money to make up for any property tax revenue shortfall due to the application of the Circuit Breaker Tax Credit. Political subdivisions are required by law to fully fund the payments of their debt obligations in an amount sufficient to pay any debt service or lease rentals on outstanding obligations, regardless of any reduction in property tax collections due to the application of the Circuit Breaker Tax Credit. Upon the failure of a political subdivision to pay any of the political subdivision s Debt Service Obligations (as hereinafter defined) during a calendar year when due, the Treasurer of State, upon being notified of the failure by a claimant, shall pay the unpaid Debt Service Obligations that are due from money in possession of the State that would otherwise be available for distribution to the political subdivision under any other law, deducting such payment from the amount distributed. A deduction must be made: (1) first, from distributions of county adjusted gross, option or economic development income taxes that would otherwise be distributed to the county; and (2) second, from any other undistributed funds of the political subdivision in possession of the State. Debt Service Obligations of a political subdivision means (1) the principal and interest payable during a calendar year on bonds and (2) lease rental payments payable during a calendar year on leases of such political subdivision, which are payable from ad valorem property taxes. This application of property tax revenues may impact the ability of political subdivisions to provide existing levels of service and, in extreme cases, the ability to make debt service or lease rental payments. The Statute categorizes property taxes levied to pay Debt Service Obligations as protected taxes, regardless of whether the property taxes were approved at a referendum, and all other property taxes as unprotected taxes. For property taxes due and payable in 2014 and thereafter, the total amount of revenue to be distributed to a fund for which protected taxes were imposed shall be determined as if no Circuit Breaker Tax Credit was applied. The total amount of the loss in revenue due to the application of the Circuit Breaker Tax Credit must reduce only the amount of unprotected taxes distributed to a fund using the following criteria: (1) the reduction may be allocated in the amounts determined by the political subdivision using a combination of unprotected taxes of the political subdivision in those taxing districts in which the credit caused a reduction in protected taxes; and (2) the tax revenue and each fund of any other political subdivisions must not be affected by the reduction. If the allocation of property tax reductions to funds receiving only unprotected taxes is insufficient to offset the amount of the Circuit Breaker Tax Credit or there is not a fund receiving only unprotected taxes from which to distribute revenue, the revenue for a fund receiving protected taxes will also be reduced. If a fund receiving protected taxes is reduced, the statute provides that a political subdivision may transfer money from any other available source in order to meet its Debt Service Obligations. The amount of this transfer is limited to the amount by which the protected taxes are insufficient to meet Debt Service Obligations. This application of property tax revenues may impact the ability of political subdivisions to provide existing levels of service and, in extreme cases, the ability to make debt service or lease rental payments. -20-

26 Future Changes in Law The City cannot predict the timing, likelihood or impact on property tax collections of any future judicial actions, amendments to the State Constitution, including legislation, regulations or rulings taken, enacted, promulgated or issued to implement the regulations, the statutes or the Amendment described above or of future property tax reform in general. In addition, there can be no assurance as to future events or legislation that may impact such regulations or statutes or the Amendment or the collection of property taxes by the City or the Redevelopment District. Estimated Circuit Breaker Tax Credit for the City Legislative Services Agency ( LSA ) prepared a report, which estimates the impact of the Circuit Breaker Tax Credit for all taxing units in the State of Indiana. Pursuant to LSA data as of December 31, 2014, the actual Circuit Breaker Tax Credit allocable to the City for budget year 2014 was $8,320,907. In addition, the actual Circuit Breaker Tax Credit for 2015 was $9,659,167. Pursuant to LSA data as of December 31, 2014, the Circuit Breaker Tax Credit for 2016 is estimated to be $9,544,155. Prior estimates of the Circuit Breaker Tax Credit s impact on tax revenues of local governments by the LSA have been subject to significant changes. The LSA Circuit Breaker Tax Credit analysis described above does not reflect the potential effect of any further changes in the property tax system or methods of funding local government that may be enacted by the Indiana General Assembly. The effects of these changes could affect LSA s estimate of the Circuit Breaker Tax Credit and the impact could be material. Other future events, such as the loss of a major taxpayer, reductions in assessed value, increases in property tax rates of overlapping taxing units, or a reduction in the amount of property tax replacement credit paid by the State could increase effective property tax rates and the amount of the lost revenue due to the Circuit Breaker Tax Credit, and the resulting increase could be material. RISK FACTORS Prospective investors should be aware that there are certain unique risk factors associated with the purchase and ownership of the Series 2016A Bonds. The City anticipates that the TIF Revenues and the COIT Revenues will be sufficient to pay the principal of and interest on the Series 2016A Bonds when due, but the City has not pledged any other revenues to the Series 2016A Bonds if the TIF Revenues and the COIT Revenues are insufficient. Risks related to the TIF Revenues and the COIT Revenues, respectively, are described below. Risks Related to the TIF Revenues There are certain risks associated with Tax Increment such as, but not limited to the following: 1. Damage or Destruction of Property. In the event of substantial damage to or destruction of private property or other improvements that have been or will be constructed in the Allocation Areas, the amount of TIF Revenues available to pay principal of and interest on the Series 2016A Bonds may be reduced. 2. Delinquent Taxes. In the event that any taxpayers in the Allocation Areas should fail to pay real property taxes as they become due and payable, the amount of TIF Revenues available to pay principal of and interest on the Series 2016A Bonds may be reduced. Further, in the event any taxpayer in the Allocation Areas should file bankruptcy or seek any other equitable relief, there can be no assurance -21-

27 that the remedies currently provided under Indiana law for the collection of delinquent property taxes will be available or could be realized. 3. Adjustments or Appeals on Assessments. In the event that taxpayers in the Allocation Areas contest the assessed valuation of their property and any taxpayer is successful in reducing its assessed valuation, the amount of TIF Revenues available to pay principal of and interest on the Series 2016A Bonds may be reduced. 4. Delayed Billing, Collection or Distribution of Tax Increment. To the extent that there is delayed billing, collection or distribution of property taxes by the County Auditor, the amount of TIF Revenues available to pay principal of and interest on the Series 2016A Bonds may be reduced. See PROCEDURES FOR PROPERTY ASSESSMENT, TAX LEVY AND COLLECTION. 5. Decrease in Property Tax Rates. Should there be a decrease in property tax rates, the amount of TIF Revenues available to pay principal of and interest on the Series 2016A Bonds may be reduced. Modifications to the State s property tax system, including in particular modifications that would shift funding of certain state and local governments from property taxes to other state taxes, could result in a reduction in the rates of taxation by taxing bodies levying taxes upon property within the Allocation Areas. See PROCEDURES FOR PROPERTY ASSESSMENT, TAX LEVY AND COLLECTION. Any substantial increase in State or Federal aid or other sources of local revenues which would reduce local required fiscal support for certain public programs or any substantial increase in assessed values of property located outside the Allocation Areas could reduce the rates of taxation by taxing bodies levying taxes upon property within the Allocation Areas. Economic conditions or administrative action could reduce the collection rate achieved by Vanderburgh County within its jurisdiction, including the Allocation Areas. In the event and to the extent that rates of taxation by taxing bodies levying taxes upon property within the Allocation Areas are reduced, the amount of TIF Revenues available to pay principal of and interest on the Series 2016A Bonds may be reduced. See Appendix A hereto for information about tax collections in the City. 6. Legislative and Judicial Changes to Property Tax System. If the General Assembly, the courts, the DLGF or other administrative agencies with jurisdiction in the matter enact new laws or regulations or interpret, amend, alter, change or modify the laws or regulations governing the calculation, collection, definition or distribution of property taxes or tax increment revenues generally including laws or regulations relating to reassessment, or a revision in the property tax system, such changes could result in a decrease in TIF Revenues and have a material, adverse impact on the ability to pay principal of and interest on the Series 2016A Bonds. See PROCEDURES FOR PROPERTY ASSESSMENT, TAX LEVY AND COLLECTION for a detailed discussion of such historical and proposed future changes. 7. Decreases in Assessed Valuation. If there are net decreases in the assessed value of property located in the Allocation Areas, then the amount of TIF Revenues available to pay principal of and interest on the Series 2016A Bonds may be reduced. Such decreases can occur as a result of appeals of assessed value, damage or destruction of property or an acquisition of property by a tax-exempt entity. The Consultant s Report set forth in Appendix B hereto focuses on estimates of real property assessed valuation for properties located within the Allocation Areas. The City has not undertaken to project, nor does the Consultant s Report include any projections of, potential changes in assessed valuation of property in the Allocation Areas. In the event that the assessed valuation of property of any taxpayer located in the Allocation Areas decreases, the amount of TIF Revenues available to pay principal of and interest on the Series 2016A Bonds may be reduced. 8. Assumptions in Estimates of Tax Increment. The estimates made in the Consultant s Report in Appendix B hereto, are based on certain assumptions. Some assumptions may not materialize -22-

28 due to unanticipated events and circumstances. Therefore, the actual results achieved during the period that the Series 2016A Bonds are outstanding may vary from the estimates and such variances may be material. Risks Related to the COIT Revenues There are certain risks associated with COIT Revenues such as, but not limited to the following: 1. There can be no assurance that COIT Revenues will continue to be collected at their current levels. Such revenues could be reduced as a result of adverse economic conditions nationally or locally, such as a general economic downturn, strikes or plant closings in the County, a reduction in the number of taxpayers in the County or a reduction in the aggregate adjusted gross income of County taxpayers. The City does not have the authority to levy a property tax to pay the principal of and interest on the Series 2016A Bonds. 2. COIT Revenues received by the City could be reduced because of a reduction in the amount of COIT collected and distributed throughout the County, a distribution certified by the State for an amount that is less than COIT revenues annually collected, or an increase in the amount of COIT used for Predistribution COIT Uses. 3. The County may not modify the rate at which the COIT is levied unless the Income Tax Council takes the necessary action. The Income Tax Council is prohibited by statute from taking any action that would result in a civil taxing unit having a smaller distributive share than the share to which it was entitled when it pledged the COIT. However, the COIT Revenues could be reduced if the Income Tax Council were to increase the local homestead credit under Indiana Code The Indiana General Assembly or an administrative agency with jurisdiction in the matter could modify or enact new laws or regulations or a court of competent jurisdiction could interpret the laws or regulations governing all matters associated with the COIT in a manner that would negatively affect the owners of the Series 2016A Bonds. 5. Should the ratio of the City s property tax levy to the total property tax levies of all taxing units in the County decrease, the County s COIT distribution would drop without any action by the Income Tax Council. Among the factors that could cause the percentage of COIT distribution to which the City is entitled to be less than the current percentage would be a voluntary reduction by the City of the property taxes it imposes, an increase by the other civil taxing units in the County in the amount of debt or lease rentals payable from property taxes, excessive property tax levies obtained by the other civil taxing units, and the imposition of property tax levies permitted by Indiana law by the other civil taxing units and changes in the assessed valuation of property in the City and the other civil taxing units in the County resulting from the reassessment of real property in the County. LEGAL MATTERS Certain legal matters incident to the issuance of the Series 2016A Bonds and with regard to the tax status of the interest thereon (see TAX MATTERS ) will be passed upon by Bond Counsel. A signed copy of that opinion dated and premised on the facts and laws existing as of the date of original delivery of the Series 2016A Bonds, will be delivered to the Underwriter at the time of that original delivery. The form of the approving opinion proposed to be delivered by Bond Counsel is attached as Appendix E hereto. -23-

29 The engagement of Barnes & Thornburg LLP as Bond Counsel is limited generally to the examination of the documents contained in the transcript of proceedings, and examination of such transcript of proceedings and the law incident to rendering the approving legal opinion referred to above. LITIGATION To the knowledge of the City, no litigation or administrative action or proceeding is pending or threatened restraining or enjoining, or seeking to restrain or enjoin, the collection of the Pledged Revenues to pay the principal of and interest on the Series 2016A Bonds, or contesting or questioning the proceedings or authority under which the Series 2016A Bonds were authorized. To the knowledge of the City, no litigation or administrative action or proceeding is pending or threatened concerning the issuance, validity and delivery of the Series 2016A Bonds. Certificates to such effect will be delivered at the time of the original delivery of the Series 2016A Bonds. TAX MATTERS In the opinion of Barnes & Thornburg LLP, Indianapolis, Indiana ( Bond Counsel ), under existing laws, interest on the Series 2016A Bonds is excludable from gross income for federal income tax purposes under Section 103 of the Internal Revenue Code of 1986, as amended and in effect on the date of issuance of the Series 2016A Bonds (the Code ). The opinion of Bond Counsel is based on certain certifications, covenants and representations of the City and the Developer and is conditioned on continuing compliance therewith. In the opinion of Bond Counsel, under existing laws, interest on the Series 2016A Bonds is exempt from income taxation in the State for all purposes, except the State financial institutions tax. See Appendix E herein for the form of opinion of Bond Counsel. The Code imposes certain requirements which must be met subsequent to the issuance of the Series 2016A Bonds as a condition to the excludability of the interest on the Series 2016A Bonds from gross income for federal income tax purposes. Noncompliance with such requirements may cause interest on the Series 2016A Bonds to be included in gross income for federal income tax purposes retroactively to the date of issue, regardless of the date on which noncompliance occurs. Should the Series 2016A Bonds bear interest that is not excludable from gross income for federal income tax purposes, the market value of the Series 2016A Bonds would be materially and adversely affected. It is not an event of default if interest on the Series 2016A Bonds is not excludable from gross income for federal income tax purposes pursuant to any provision of the Code which is not in effect on the date of issuance of the Series 2016A Bonds. The interest on the Series 2016A Bonds is not a specific preference item for purposes of the federal individual or corporate alternative minimum taxes. However, interest on the Series 2016A Bonds is taken into account in determining adjusted current earnings for the purpose of computing the alternative minimum tax imposed on certain corporations. The Series 2016A Bonds are not qualified tax-exempt obligations for purposes of Section 265(b)(3) of the Code. Indiana Code imposes a franchise tax on certain taxpayers (as defined in Indiana Code 6-5.5), which, in general, include all corporations which are transacting the business of a financial institution in the State. The franchise tax is measured in part by interest excluded from gross income under Section 103 of the Code minus associated expenses disallowed under Section 265 of the Code. -24-

30 Although Bond Counsel will render an opinion that interest on the Series 2016A Bonds is excludable from gross income for federal income tax purposes and exempt from State income tax, the accrual or receipt of interest on the Series 2016A Bonds may otherwise affect an owner s federal or state tax liability. The nature and extent of these other tax consequences will depend upon the owner s particular tax status and the owner s other items of income or deduction. Bond Counsel expresses no opinion regarding any other such tax consequences. Prospective purchasers of the Series 2016A Bonds should consult their own tax advisors with regard to the other tax consequences of owning the Series 2016A Bonds. The foregoing does not purport to be a comprehensive description of all of the tax consequences of owning the Series 2016A Bonds. Prospective purchasers of the Series 2016A Bonds should consult their own tax advisors with respect to the foregoing and other tax consequences of owning the Series 2016A Bonds. ORIGINAL ISSUE DISCOUNT The initial public offering prices of the Series 2016A Bonds (i) maturing on February 1, 2024 and bearing interest at the rate of 2.000% per annum, (ii) maturing on February 1, 2025 and bearing interest at the rate of 2.200% per annum, (iii) maturing on February 1, 2032 and bearing interest at the rate of 3.000% per annum, (iv) maturing on February 1, 2034 and bearing interest at the rate of 3.125% per annum, (v) maturing on February 1, 2035 and bearing interest at the rate of 3.125% per annum, and (vi) maturing on February 1, 2039 and bearing interest at the rate of 3.375% per annum (collectively, the Discount Bonds ), are less than the principal amounts thereof payable at maturity. As a result, the Discount Bonds will be considered to be issued with original issue discount. The difference between the initial public offering price of each maturity of the Discount Bonds, as set forth on the inside front cover page of this Official Statement (assuming it is the first price at which a substantial amount of that maturity is sold) (the Issue Price for such maturity), and the amount payable at its maturity, will be treated as original issue discount. The original issue discount on each of the Discount Bonds is treated as accruing daily over the term of such Discount Bond on the basis of the yield to maturity determined on the basis of compounding at the end of each six-month period (or shorter period from the date of the original issue) ending on February 1 and August 1 (with straight line interpolation between compounding dates). An owner who purchases a Discount Bond in the initial public offering at the Issue Price for such maturity will treat the accrued amount of original issue discount as interest which is excludable from the gross income of the owner of that Discount Bond for federal income tax purposes. Section 1288 of the Code provides, with respect to tax-exempt obligations such as the Discount Bonds, that the amount of original issue discount accruing each period will be added to the owner s tax basis for the Discount Bonds. Such adjusted tax basis will be used to determine taxable gain or loss upon disposition of the Discount Bonds (including sale, redemption or payment at maturity). Owners of Discount Bonds who dispose of Discount Bonds prior to maturity should consult their tax advisors concerning the amount of original issue discount accrued over the period held and the amount of taxable gain or loss upon the sale or other disposition of such Discount Bonds prior to maturity. As described above in TAX MATTERS, the original issue discount that accrues in each year to an owner of a Discount Bond may result in certain collateral federal income tax consequences. Owners of any Discount Bonds should be aware that the accrual of original issue discount in each year may result in a tax liability from these collateral tax consequences even though the owners of such Discount Bonds will not receive a corresponding cash payment until a later year. -25-

31 Owners who purchase Discount Bonds in the initial public offering but at a price different from the Issue Price for such maturity should consult their own tax advisors with respect to the tax consequences of the ownership of the Discount Bonds. The Code contains certain provisions relating to the accrual of original issue discount in the case of subsequent purchasers of bonds such as the Discount Bonds. Owners who do not purchase Discount Bonds in the initial offering should consult their own tax advisors with respect to the tax consequences of the ownership of the Discount Bonds. Owners of Discount Bonds should consult their own tax advisors with respect to the state and local tax consequences of owning the Discount Bonds. It is possible, under the applicable provisions governing the determination of state or local income taxes, that accrued interest on the Discount Bonds may be deemed to be received in the year of accrual even though there will not be a corresponding cash payment until a later year. AMORTIZABLE BOND PREMIUM The initial public offering prices of the Series 2016A Bonds other than the Discount Bonds (as defined above in ORIGINAL ISSUE DISCOUNT ) (collectively, the Premium Bonds ) are greater than the principal amounts thereof payable at maturity or on an earlier call date. As a result, the Premium Bonds will be considered to be issued with amortizable bond premium (the Bond Premium ). An owner who acquires a Premium Bond in the initial public offering will be required to adjust the owner s basis in the Premium Bond downward as a result of the amortization of the Bond Premium, pursuant to Section 1016(a)(5) of the Code. Such adjusted tax basis will be used to determine taxable gain or loss upon the disposition of the Premium Bonds (including sale, redemption or payment at maturity). The amount of amortizable Bond Premium will be computed on the basis of the taxpayer s yield to maturity, with compounding at the end of each accrual period. Rules for determining (i) the amount of amortizable Bond Premium and (ii) the amount amortizable in a particular year are set forth in Section 171(b) of the Code. No income tax deduction for the amount of amortizable Bond Premium will be allowed pursuant to Section 171(a)(2) of the Code, but amortization of Bond Premium may be taken into account as a reduction in the amount of tax-exempt income for purposes of determining other tax consequences of owning the Premium Bonds. Owners of the Premium Bonds should consult their tax advisors with respect to the precise determination for federal income tax purposes of the treatment of Bond Premium upon the sale or other disposition of such Premium Bonds and with respect to the state and local tax consequences of owning and disposing of Premium Bonds. Special rules governing the treatment of Bond Premium, which are applicable to dealers in taxexempt securities, are found in Section 75 of the Code. Dealers in tax-exempt securities are urged to consult their own tax advisors concerning the treatment of Bond Premium. LEGAL OPINIONS AND ENFORCEABILITY OF REMEDIES The various legal opinions to be delivered concurrently with the delivery of the Series 2016A Bonds express the professional judgment of the attorneys rendering the opinions on the legal issues explicitly addressed therein. By rendering a legal opinion, the opinion giver does not become an insurer or guarantor of that expression of professional judgment, of the transaction opined upon, or of the future performance of parties to such transaction. Nor does the rendering of an opinion guarantee the outcome of any legal dispute that may arise out of the transaction. -26-

32 The remedies available to the bondholders upon a default under the Indenture are in many respects dependent upon judicial actions which are often subject to discretion and delay. Under existing constitutional and statutory law and judicial decisions, including specifically Title 11 of the United States Code (the federal bankruptcy code), the remedies provided in the Indenture may not be readily available or may be limited. Under federal and State environmental laws, certain liens may be imposed on property of the City from time to time, but the City has no reason to believe, under existing law, that any such lien would have priority over the lien on the Trust Estate pledged to owners of the Series 2016A Bonds. The various legal opinions to be delivered concurrently with the delivery of the Series 2016A Bonds will be qualified as to the enforceability of the various legal instruments by limitations imposed by the valid exercise of the constitutional powers of the State of Indiana and the United States of America and bankruptcy, reorganization, insolvency, moratorium or other similar laws affecting the rights of creditors generally, and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). These exceptions would encompass any exercise of federal, State or local police powers (including the police powers of the City), in a manner consistent with the public health and welfare. Enforceability of the Indenture in a situation where such enforcement may adversely affect public health and welfare may be subject to these police powers. CONTINUING DISCLOSURE Pursuant to continuing disclosure requirements promulgated by the Securities and Exchange Commission in SEC Rule 15c2-12, as amended (the Rule ), the City will enter into a Continuing Disclosure Undertaking (the Undertaking ), to be dated the date of the delivery of the Series 2016A Bonds. Pursuant to the terms of the Undertaking, the City will agree to provide the following information while any of the Series 2016A Bonds are outstanding: Audited Financial Statements. To the Municipal Securities Rulemaking Board ( MSRB ), when and if available, the audited financial statements of the City as prepared and examined by the State Board of Accounts for each twelve (12)-month period ending December 31, commencing with the twelve (12)- month period ended December 31, 2015, together with the opinion of such accountants and all notes thereto, within sixty (60) days of receipt from the State Board of Accounts; and Financial Information in this Official Statement. To the MSRB, within 180 days of each December 31, commencing December 31, 2015, unaudited annual financial information for the City for such calendar year including (i) unaudited financial statements of the City if audited financial statements are not then available, (ii) a statement of the TIF Revenues and the COIT Revenues collected in the preceding calendar year, and (iii) operating data of the type provided under Appendix B to this Official Statement and under the following tables under the heading SOURCES OF PAYMENT AND SECURITY OF THE SERIES 2016A BONDS in this Official Statement (collectively, the Annual Information ): -TIF Revenues Historical TIF Revenues -COIT Revenues Historical COIT Distributions Reportable Events. Within ten business days, to the MSRB, notice of the following events, if material, with respect to the Series 2016A Bonds (which determination of materiality shall be made by the City): -27-

33 1. non-payment related defaults; 2. modifications to rights of Series 2016A Bondholders; 3. bond calls; 4. release, substitution or sale of property securing repayment of the Series 2016A Bonds; 5. the consummation of a merger, consolidation, or acquisition, or certain asset sales, involving the obligated person, or entry into or termination of a definitive agreement relating to the foregoing; and 6. appointment of a successor or additional trustee or the change of name of a trustee. Within ten business days, to the MSRB, notice of the following events, regardless of materiality: 1. principal and interest payment delinquencies; 2. unscheduled draws on debt service reserves reflecting financial difficulties; 3. unscheduled draws on credit enhancements reflecting financial difficulties; 4. substitution of credit or liquidity providers, or their failure to perform; 5. defeasances; 6. rating changes; 7. adverse tax opinions or other material events affecting the tax status of the Series 2016A Bonds; the issuance by the IRS of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other material events, notices or determinations with respect to the tax status of the securities; 8. tender offers; and 9. bankruptcy, insolvency, receivership or similar event of the obligated person. Failure to Disclose. In a timely manner, to the MSRB, notice of the City failing to provide the annual financial information as described above. The City may, from time to time, amend or modify the Undertaking without the consent of or notice to the owners of the Series 2016A Bonds if either (a)(i) such amendment or modification is made in connection with a change in circumstances that arises from a change in legal requirements, change in law or change in the identity, nature or status of the City, or type of business conducted; (ii) the Undertaking, as so amended or modified, would have complied with the requirements of the Rule on the date of execution of the Undertaking, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances; and (iii) such amendment or modification does not materially impair the interests of the holders of the Series 2016A Bonds, as determined either by (A) nationally recognized bond counsel or (B) an approving vote of the holders of the Series 2016A Bonds pursuant to the terms of the Indenture at the time of such amendment or modification; or (b) such amendment or modification (including an amendment or modification which rescinds the Undertaking) is permitted by the Rule, then in effect. The City may, at its sole discretion, utilize an agent in connection with the dissemination of any annual financial information required to be provided by the City pursuant to the terms of the Undertaking. The purpose of the Undertaking is to enable the Underwriter to purchase the Series 2016A Bonds by providing for an undertaking by the City in satisfaction of the Rule. The Undertaking is solely for the benefit of the owners of the Series 2016A Bonds and creates no new contractual or other rights for the SEC, underwriters, brokers, dealers, municipal securities dealers, potential customers, other obligated persons or any other third party. The sole remedy against the City for any failure to carry out any provision of the Undertaking shall be for specific performance of the City s disclosure obligations under the Undertaking and not for money damages of any kind or in any amount or any other remedy. The City s failure to honor its covenants under the Undertaking shall not constitute a breach or default of the Series 2016A Bonds, the Indenture or any other agreement. -28-

34 In the previous five years, the City has failed to comply in certain respects with its previous undertaking agreements, including, but not limited to, the following: certain audited financial statements, unaudited annual financial information and operating data filed with EMMA in the past five years were not properly filed or linked to each of the outstanding issues by its dissemination agent. Additionally, in connection with its undertaking agreements, the City has not timely filed event notices with respect to insurer rating changes (the City makes no statement as to whether such omissions constitute noncompliance with its undertaking agreements). The City has corrected these errors and omissions disclosed herein prior to printing of the final Official Statement for the Series 2016A Bonds and has instituted procedures for ongoing compliance with such undertakings. MUNICIPAL ADVISOR London Witte Group, LLC is a Municipal Advisor registered with the Securities and Exchange Commission and the Municipal Securities Rulemaking Board. As such, London Witte Group, LLC is providing certain specific municipal advisory services to the City, but is neither a placement agent nor a broker/dealer. The offer and sale of the Series 2016A Bonds shall be made by the City, in the sole discretion of the City, and under its control and supervision. The City agrees that London Witte Group, LLC does not undertake to sell or attempt to sell the Series 2016A Bonds, and will take no part in the sale thereof. UNDERWRITING The Series 2016A Bonds are being purchased subject to certain conditions by J.J.B. Hilliard, W.L. Lyons, LLC (the Underwriter ). The Series 2016A Bonds are being purchased at a purchase price of $20,048, (which represents the principal amount of the Series 2016A Bonds, plus a net original issue premium of $2,155,419.20, less Underwriter s discount of $107,100.00). The Underwriter intends to make a secondary market in the Series 2016A Bonds; however, no assurance can be given that such a market will develop or be maintained in the future. The Bond Purchase Contract dated the date of this Official Statement, between the City and the Underwriter (the Purchase Contract ), provides that the Underwriter will purchase all of the Series 2016A Bonds if any are purchased. The obligations of the City to deliver the Series 2016A Bonds and of the Underwriter to accept delivery of the Series 2016A Bonds are subject to various conditions contained in the Purchase Contract. The Underwriter may offer and sell the Series 2016A Bonds to certain dealers at prices lower than the public offering prices stated on the inside front cover page of this Official Statement. RATINGS Standard & Poor s Ratings Services ( S&P ) is expected to assign a rating of AA (stable outlook) to the Series 2016A Bonds assuming that the Policy is issued and in full force and effect. See BOND INSURANCE. S&P has also assigned an underlying rating of A (stable outlook) to the Series 2016A Bonds. Such ratings reflect only the view of S&P. An explanation of the significance of such ratings may be obtained from S&P, 55 Water Street, New York, New York Any such ratings reflects only the view of the rating agency and is not a recommendation to buy, sell, or hold any of the Series 2016A Bonds. -29-

35 There is no assurance that such ratings will continue for any given period of time or that such ratings will not be revised downward or withdrawn entirely by S&P. Any downward revision or withdrawal of such ratings could have an adverse effect on market price or marketability of the Series 2016A Bonds. STATEMENT OF THE CITY The information and descriptions of documents included in this Official Statement do not purport to be complete and are expressly made subject to the exact provisions of the complete documents for details of all terms and conditions thereof relating to the Indenture and the Series 2016A Bonds. Neither this Official Statement, nor any statement which may have been made orally or in writing is to be construed as a contract with the owners of any of the Series 2016A Bonds. Any statements in this Official Statement involving matters of opinion, whether or not expressly so stated, are intended as such and not as representations of fact. During the initial offering period for the Series 2016A Bonds, a copy of the Indenture may be requested from the City. [Remainder of page intentionally left blank.] -30-

36 This Official Statement has been authorized and approved by the City. CITY OF EVANSVILLE, INDIANA By: /s/ Russell G. Lloyd, Jr. Russell G. Lloyd, Jr., City Controller -31-

37 APPENDIX A DESCRIPTION OF AND INFORMATION CONCERNING THE CITY OF EVANSVILLE, INDIANA

38 APPENDIX A GENERAL AND ECONOMIC INFORMATION ABOUT THE CITY OF EVANSVILLE, INDIANA Location GENERAL INFORMATION The City of Evansville, Indiana (the City ) is located in Southwestern Indiana in Vanderburgh County (the County ) along the banks of the Ohio River. The City is Indiana s third largest city and the regional hub for the Tri-State area. The City is approximately 175 miles south of Indianapolis and 120 miles southwest of Louisville, Kentucky. Government The City is governed by the Mayor, who serves as the Chief Executive Officer, and the Common Council, which serves as the legislative and fiscal body of the City. The Common Council approves all budgeted expenditures of the City and also considers all resolutions and ordinances of the City. Both the Mayor and the Common Council are elected to four (4) year terms. The Common Council is composed of nine (9) members, six (6) of whom are elected from districts, or wards, of the City and three (3) members who are elected at large. Transportation There are seven (7) major highway systems, Interstates 64 and 164, U.S. 41, and Indiana State Roads 57, 62, 66 and 69, providing transportation throughout the City. Access to the Ohio River provides for transportation of goods and commodities via barge. The Evansville Regional Airport provides residents with jet and commuter air service. Police and Fire Protection Police protection is provided for by the Evansville Municipal Police Department, the Vanderburgh County Sheriff s Department and the Indiana State Police. Fire protection is provided by the Evansville Fire Department. Education The City is served by the Evansville-Vanderburgh School Corporation. The School Corporation provides education for grades pre-kindergarten to grade 12 with a total of thirty-seven (37) schools. The School Corporation is comprised of nine (9) high schools, seven (7) middle schools, four (4) K-8 schools, and seventeen (17) elementary schools. Enrollment for the school year was 22,290. Higher education opportunities are available at the University of Southern Indiana, University of Evansville, Ivy Tech State College-Southwest, and Indiana Business College all located within the City. In addition, there are several colleges and A-1

39 universities located near the City giving the residents many options for higher education. Some of these include Vincennes University, Vincennes, Indiana; John A. Logan College, Carterville, Illinois; and Indiana State University, Terre Haute, Indiana. Medical Facilities The City is served by two (2) major hospitals that provide health care. Deaconess Hospital is an acute care, teaching hospital. The hospital is licensed for 365 beds and offers a broad system of medical, surgical, pediatrics, obstetrics, and rehabilitation inpatient and outpatient services. Its centers of excellence include cardiac care, emergency/trauma medicine, pulmonary medicine, neurosensory services, and cancer care. It has a comprehensive home care, hospice, durable medical equipment services, family practice residency and a skilled nursing unit. St. Mary s Medical Center, operated by the Daughters of Charity, is a 392-bed tertiary care center and is the foundation of St. Mary s Health System. Named one of the nation s Top 100 hospitals for three (3) consecutive years, the facility offers a complete spectrum of inpatient services. In 1998, St. Mary s Medical Center acquired Welborn Baptist Hospital, a 407-bed comprehensive care center providing medical, surgical, and mental health services. Communication The Evansville Courier and Press, the City s major daily newspaper, provides residents with local, national and international news and is circulated throughout Vanderburgh County as well as the surrounding area. Several television stations, representing all major networks, serve the City. The broadcast of Evansville radio stations (16 FM Stations and 6 AM Stations) provide a variety of news and music programs to the residents of the City. Utilities Telephone Electric Natural Gas Water Sewage -AT&T -Vectren -Vectren -Evansville Water Utility -Evansville Sewer Utility [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] A-2

40 Property Tax Rates for the City FINANCIAL AND DEBT INFORMATION Pay Year Vanderburgh County $ $ $ $ $ Pigeon Township Evansville-Vanderburgh School Corporation Evansville-Vanderburgh County Public Library Evansville Levee Authority Evansville-Vanderburgh Airport Authority Subtotal City General Park & Recreation Park Bonds Subtotal Total Rate $ $ $ $ $ Evansville City-Center Township $ $ $ $ $ Evansville City-Perry Township Evansville City-Knight Township Evansville City-Knight Township TWP Phase in Annexation Evansville City-Pigeon Township TWP Phase in Annexation Evansville City-Knight Township TWP Phase in Annexation (TIF Memo Only) Evansville City-Knight Township TWP Burk Org (TIF Memo Only) Evansville City-Knight Township TWP Burk Exp (TIF Memo Only) Source: DLGF Budget Orders A-3

41 Record of Taxes Levied and Collected for the City Less Pay Circuit Net Percent Year Levied Breaker Levy Collected Collected 2015 $66,322,738 ($9,659,167) $56,663,571 $55,594, % ,672,729 (8,320,907) 55,351,822 54,104, % ,969,545 (9,823,088) 53,146,457 53,527, % ,547,960 (4,588,588) 56,959,372 53,925, % (1) ,262,313 (3,674,910) 54,587,403 51,762, % (1) (1) Per Vanderburgh County Auditor s Office, collection percentage is below 95% due to abatement credits from annexed properties in the City beginning in Source: DLGF Budget Orders and Vanderburgh County Auditor s Office Assessed Valuation Collection Year City 2016 $4,243,105, ,253,308, ,273,454, ,107,495, ,567,664,357 Source: DLGF Budget Orders [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] A-4

42 Largest Taxpayers for the City The following is a list of the ten (10) largest taxpayers in the City and their assessed valuation Pay 2016 Assessed Taxpayer Type of Business Valuation Southern Indiana Gas & Electric Company Utility $143,819,840 Berry Plastics Manufacturing 108,924,365 Mead Johnson Manufacturing 94,804,172 Casino Aztar Gaming Corp Casino 62,067,200 Eastland Mall Shopping Mall 57,555,750 Old National Bank Financial 56,127,015 Windstream Norlight, Inc. Utility 40,184,640 Spurling Properties/Development Real Estate 38,232,430 General Auto Outlet of Evansville Automotive Sales 33,827,610 Lloyd Crossing Shopping Center Shopping Mall 32,393,100 Total $667,936,122 Source: Vanderburgh County Auditor s Office Population Year City County , , , , , , , , , ,805 ECONOMIC INFORMATION Note: 2015 and 2016 Population estimates were not available at the time of this report Source: STATS Indiana [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] A-5

43 Employment The following employment statistics are for the City, County, and the State of Indiana. Years 2011 to 2014 are annual averages is shown as of December. City Percent Unemployed Year Labor Force Employed Unemployed City County State ,644 57,063 2, % 4.0% 4.6% ,056 55,552 3, % 5.5% 6.0% ,336 52,710 3, % 5.9% 6.3% ,860 53,005 4, % 7.6% 8.4% ,407 53,456 4, % 7.7% 9.0% Source: Hoosiers By The Numbers Largest Area Employers in the City Estimated # Employer Type of Business of Employees Deaconess Hospital Inc. Healthcare 7,000 St. Mary's Medical Center Healthcare 4,200 Bristol-Myers Squibb Manufacturing 2,000 TJ Maxx Retail 1,600 Lewis Bakeries Inc. Bakery 1,500 Berry Plastics Corporation Manufacturing 1,400 Casino Aztar Gaming Corp. Gaming 1,200 University of Evansville Education 1,006 Evansville Civic Center Complex Government 1,000 Springleaf Finance Corporation Finance 700 Source: Hoosiers By The Numbers [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] A-6

44 Per Capita Income Year County State 2014 $40,135 $39, ,808 38, ,728 38, ,244 36, ,052 34,344 Note: 2015 and 2016 Per Capita Income estimates for the County and State were not available at the time of this report. Source: STATS Indiana [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] A-7

45 APPENDIX B ANALYSIS OF REVENUES AVAILABLE FOR DEBT SERVICE

46 CITY OF EVANSVILLE, INDIANA Economic Development Revenue Bonds, Series 2016A (Medical School Project) Analysis of Revenues Available for Debt Service Tax Increment Finance County Option Income Tax Prepared by: London Witte Group, LLC 1776 North Meridian Street, Suite 500 Indianapolis, Indiana February 24, 2016

47 Table of Contents Nature of this Analysis... B-1 Description of Project and Financial Plan... B-1 Summary of Significant Assumptions... B-1 Tax Increment Finance Revenues Description of Tax Increment Finance Revenues... B-2 Collection and Distribution of TIF Revenues... B-2 Description of the Area... B-2 Pledged TIF Revenues... B-3 Risks Related to TIF Revenues... B-4 Vanderburgh County Option Income Tax (COIT) for Individuals Description and Application... B-5 Collection and Distribution of COIT Revenues... B-5 Pledged COIT Revenues... B-6 Risks Related to COIT Revenues... B-6 TIF Revenues Exhibits Detail of Historical Tax Rates Evansville City-Pigeon Township Taxing District Historical Tax Rates... Exhibit A 2015 Pay Year 2016 Largest Tax Payers Allocation Areas... Exhibit B Historical TIF Revenue Collections Downtown Allocation Areas... Exhibit C Calculation of Estimated TIF Revenues Available for Debt Service... Exhibit D COIT Revenues Exhibit Historical COIT Revenues... Exhibit E Combined Debt Service Coverage Revenues Available for Debt Service and Coverage... Exhibit F City of Evansville, Indiana Economic Development Revenue Bonds, Series 2016A (Medical School Project) Estimated Sources and Uses of Funds... Schedule F-1 City of Evansville, Indiana Economic Development Revenue Bonds, Series 2016A (Medical School Project) Debt Service Schedule... Schedule F-2

48 Table of Contents (Continued) City of Evansville, Indiana Redevelopment Authority Taxable Lease Rental Revenue Bonds, Series 2010B (Build America Bonds Direct Pay Option) Debt Service and Lease Rental Payment Schedule... Schedule F-3 Taxable Economic Development Revenue Bonds, Series 2011 (Berry Plastics Project) Debt Service Schedule... Schedule F-4 Redevelopment District Tax Increment Refunding Revenue Bonds, Series 2015 Debt Service Schedule... Schedule F-5 City of Evansville, Indiana Economic Development Revenue Bonds, Series 2015A (Downtown Convention Hotel Project) Debt Service Schedule... Schedule F-6 City of Evansville, Indiana Economic Development Lease Rental Revenue Bonds, Series 2015C (Medical School Project) Debt Service and Lease Rental Payment Schedule... Schedule F-7 City of Evansville, Indiana Taxable Economic Development Lease Rental Revenue Bonds, Series 2015D (Medical School Project) Debt Service and Lease Rental Payment Schedule... Schedule F-8 City of Evansville, Indiana Economic Development Revenue Bonds, Series 2016B (Medical School Project) Estimated Debt Service Schedule... Schedule F-9 City of Evansville, Indiana Economic Development Lease Rental Revenue Bonds, Series 2016A (Downtown Convention Hotel Project) Estimated Debt Service and Lease Rental Payment Schedule... Schedule F-10

49 CITY OF EVANSVILLE, INDIANA Analysis of Revenues Available for Debt Service Nature of this Analysis The City of Evansville, Indiana (the City ) presents this analysis to reflect its knowledge and belief with respect to expected cash flows that are based, in part, upon historical information, data provided by government agencies, and assumptions made thereon. Accordingly, this Analysis of Revenues Available for Debt Service dated as of February 24, 2016 ( Analysis ), reflects the City's judgment, the expected conditions, and its expected course of action. The assumptions disclosed herein are those that the City believes are significant to the Analysis. There will usually be differences between the forecasted and actual results, because events and circumstances frequently do not occur as expected, and those differences may be material. Description of Project and Financial Plan The City s Economic Development Revenue Bonds, Series 2016A (Medical School Project) (the 2016A Bonds ) (see Schedule F-2) are being issued pursuant to a Trust Indenture dated as of March 1, 2016 (the Indenture ). The proceeds of the 2016A Bonds will be used to pay the cost of all or a portion of (i) the acquisition, construction, installation and equipping of a new medical school and related facilities (the Project ), (ii) the premiums for a municipal bond insurance policy and a municipal bond debt service reserve surety policy, and (iii) incidental costs and expenses incurred in connection with the issuance of the 2016A Bonds, including Underwriter s discount. The 2016A Bonds do not constitute a general obligation of the City and are a special, limited obligation payable solely from the Trust Estate established under the Indenture, consisting primarily of certain revenues pledged by the City and the City of Evansville Redevelopment Commission (the Redevelopment Commission ), as applicable, to the 2016A Bonds (the Pledged Revenues ), and the funds and accounts held under the Indenture, including a debt service reserve fund. The Pledged Revenues consist of (a) tax increment finance revenues the Redevelopment Commission has pledged to the payment of the 2016A Bonds and (b) to the extent the tax increment finance revenues are insufficient for such purpose, revenues derived from the City s distributive share of the Vanderburgh County Option Income Tax imposed on the adjusted gross income of taxpayers in Vanderburgh County, Indiana and received by the City under Indiana Code , as amended, which revenues the City has pledged to the payment of the 2016A Bonds. Summary of Significant Assumptions Prospective investors should be aware of the following assumptions utilized in this Analysis: We have assumed there will be no increases or decreases to the tax rates for future years subsequent to pay year For purposes of this Analysis we have assumed that the total tax rate used to calculate tax increment finance revenues will stay constant in future years. See Exhibit D. B-1

50 The estimate of tax increment finance revenues used in this Analysis assumes that tax collections will be one hundred percent (100%). See Exhibit C. This Analysis has not considered possible changes to Indiana s property tax system that the General Assembly and the Department of Local Government Finance ( DLGF ) may enact or revise. If changes are made to the procedures for determining assessed valuation of real property, those changes will affect the calculations presented in this Analysis and such changes may result in differences that could be material to findings herein. There has been no assumption of growth or change in the City s distributive share of the Vanderburgh County Option Income Tax for future years. The 2016 amounts were provided by the City s Controller s Office. More generally, this Analysis assumes that Vanderburgh County (and the broader region) will not be adversely affected by any of the risks identified under "Risks Related to COIT Revenues". See Exhibit E. Description of Tax Increment Finance Revenues TAX INCREMENT FINANCE REVENUES Tax increment consists of all assessed value for real property located in an allocation area and certain designated business personal property, if any, in excess of the base assessed value as required under Indiana Code (b). The base assessed value is the net assessed value of all the real property in an allocation area as of the assessment date immediately preceding the effective date of a declaratory resolution adopted pursuant to Indiana Code establishing an allocation area. The base assessed value is adjusted annually, as required under Indiana Code (h), to neutralize the effects of the general reassessment process on all real property values located in an allocation area. The tax increment finance taxes ( TIF Revenues ) are calculated by dividing the incremental assessed value by one hundred (100) and multiplying it by the current tax rate for the allocation area. Collection and Distribution of TIF Revenues Pursuant to Indiana law, property taxes are due and payable to the County Treasurer each May 10 and November 10. Before July 15 of the preceding calendar year, the Redevelopment Commission must determine and notify the County Auditor and overlapping taxing units of the amount, if any, by which incremental property taxes payable to the allocation fund are expected to exceed the amount of property taxes necessary to meet the obligations which may be legally paid with such incremental property taxes. The assessed value producing such excess property taxes may be passed through to the other taxing units in which the allocation area is located so long as doing so will not jeopardize the interests of owners of bonds payable from the TIF Revenues. After property taxes are paid to the County Treasurer on or before each June 30 and December 31, such taxes are transferred to the County Auditor who distributes the portion of property tax receipts which represent TIF Revenues to the redevelopment commission for deposit into the allocation fund. Description of the Area The Redevelopment Commission approved and adopted its declaratory resolution on January 20, 1984 (the Original Declaratory Resolution ) which (i) established the City of Evansville Downtown Redevelopment Area (the Original Development Area ), (ii) designated the Original Development Area as an allocation area under Indiana Code and Indiana Code (the Act ) (the Original Allocation Area ) for the purposes of capturing incremental increases in assessed value on certain real B-2

51 property, and (iii) approved the City of Evansville Downtown Development Area Plan (the Original Development Plan ). On December 4, 2007, the Redevelopment Commission amended and supplemented its Original Declaratory Resolution and its related Original Development Plan, including, without limitation, to change and supplement its Original Development Plan (and the purposes thereof), to add parcels of real estate to its acquisition list in furtherance of its plan, and enlarge the boundaries of the Original Development Area and the Original Allocation Area respectively by not more than twenty percent (20%) of the Original Development Area (the Amended Area and the Amended Downtown Redevelopment Allocation Area ) (the Original Development Area as amended, the Area and the Allocation Area ). On November 5, 2008, the Redevelopment Commission further amended the Original Development Plan and the Area by designating Berry Plastics Corporation as a designated taxpayer for the purpose of collecting incremental taxes on the designated taxpayer s depreciable personal property in the Allocation Area. On February 20, 2013, the Redevelopment Commission adopted a resolution further amending the Original Declaratory Resolution to subdivide the then-existing Amended Downtown Redevelopment Allocation Area into two separate allocation areas under Indiana Code , known as the Evansville Downtown Allocation Area No. 1 and the Evansville Downtown Allocation Area No. 2 (the Allocation Area No. 1 and the Allocation Area No. 2, respectively, and, collectively, the Allocation Areas ). Construction began in fall 2015 on a $68 million hotel project located in Allocation Area No. 2. Pledged TIF Revenues The Redevelopment Commission has pledged TIF Revenues generated from the Allocation Areas to the debt service due on the 2016A Bonds. The TIF Revenues pledged to the 2016A Bonds are subject to certain prior claims, including the City s outstanding Taxable Economic Development Revenue Bonds, Series 2011 (the 2011 Bonds ) (see Schedule F-4), its Redevelopment District Tax Increment Refunding Revenue Bonds, Series 2015 (the 2015 Refunding Bonds ) (see Schedule F-5), and its Economic Development Revenue Bonds, Series 2016B (Medical School Project) (the 2016B Bonds ) (when and if issued) (see Schedule F-9) (collectively, the 2011 Bonds, the 2015 Refunding Bonds and 2016B Bonds (when and if issued), the Senior TIF Obligations ). In addition to the Senior TIF Obligations, the TIF Revenues have been pledged to certain lease rental payments that are ultimately used to pay debt service on the City of Evansville, Indiana Redevelopment Authority Taxable Lease Rental Revenue Bonds, Series 2010B (Build America Bonds Direct Pay Option) (the 2010B Bonds ) (see Schedule F-3) (collectively, the Senior TIF Obligations and 2010B Bonds, TIF Obligations ) which are subordinate to the Senior TIF Obligations. The pledge of the TIF Revenues to the debt service due on the 2016A Bonds and lease rentals due on the City s Economic Development Lease Rental Revenue Bonds, Series 2015C (Medical School Project) (the 2015C Bonds ) (see Schedule F-7) and the City s Taxable Economic Development Lease Rental Revenue Bonds, Series 2015D (Medical School Project) (the 2015D Bonds ) (see Schedule F-8) are junior and subordinate to the Senior TIF Obligations and also rank on a junior basis to the payment of the lease rental payments used to pay the 2010B Bonds. B-3

52 Risks Related to TIF Revenues There are certain risks associated with TIF Revenues such as, but not limited to, the following: Damage or Destruction of Property. In the event of substantial damage to or destruction of private property or other improvements that have been or will be constructed in the Allocation Areas, the amount of TIF Revenues available to pay debt service or lease rentals on the 2016A Bonds, the 2015C Bonds, the 2015D Bonds and TIF Obligations may be reduced. Delinquent Taxes. In the event that any taxpayers in the Allocation Areas should fail to pay property taxes as they become due and payable, the amount of TIF Revenue available to pay debt service or lease rentals on the 2016A Bonds, the 2015C Bonds, the 2015D Bonds and TIF Obligations may be reduced. Further, in the event any taxpayer in the Allocation Areas should file bankruptcy or seek any other equitable relief, there can be no assurance that the remedies currently provided under Indiana law for the collection of delinquent property taxes will be available or could be realized. Adjustments or Appeals on Assessments. In the event that taxpayers in the Allocation Areas contest the assessed valuation of their real property and any taxpayer is successful in reducing its assessed valuation, the amount of TIF Revenues available to pay debt service or lease rentals on the 2016A Bonds, the 2015C Bonds, the 2015D Bonds and TIF Obligations may be reduced. Delayed Billing, Collection or Distribution of TIF Revenues. To the extent that there is delayed billing, collection or distribution of property taxes by the County Auditor, the amount of TIF Revenues available to pay debt service or lease rentals on the 2016A Bonds, the 2015C Bonds, the 2015D Bonds and TIF Obligations may be reduced. Decrease in Property Tax Rates. Should there be a decrease in property tax rates, the amount of TIF Revenue available to pay debt service or lease rentals on the 2016A Bonds, the 2015C Bonds, the 2015D Bonds and TIF Obligations may be reduced. Modifications to the State s property tax system, including in particular modifications that would shift funding of certain state and local governments from property taxes to other state taxes, could result in a reduction in the rates of taxation by taxing bodies levying taxes upon property within the Allocation Areas. Any substantial increase in State or Federal aid or other sources of local revenues which would reduce local required fiscal support for certain public programs or any substantial increase in assessed values of property located outside the Allocation Areas could reduce the rates of taxation by taxing bodies levying taxes upon property within the Allocation Areas. Economic conditions or administrative action could reduce the collection rate achieved by Vanderburgh County within its jurisdiction, including the Allocation Areas. In the event and to the extent that rates of taxation by taxing bodies levying taxes upon property within the Allocation Areas are reduced, the amount of TIF Revenues available to pay debt service or lease rentals on the 2016A Bonds, the 2015C Bonds, the 2015D Bonds and TIF Obligations may be reduced. Legislative and Judicial Changes to Property Tax System. If the General Assembly, the courts, the DLGF or other administrative agencies with jurisdiction in the matter enact new laws or regulations or interpret, amend, alter, change or modify the laws or regulations governing the calculation, collection, definition or distribution of TIF Revenues including laws or regulations relating to reassessment, or a revision in the property tax system, such changes could result in a decrease in TIF Revenues and have a material, adverse impact on the ability to pay debt service or lease rentals on the 2016A Bonds, the 2015C Bonds, the 2015D Bonds and TIF Obligations. Decreases in Assessed Valuation. If there are net decreases in the assessed value of property located in the Allocation Areas, then the amount of TIF Revenues available to pay debt service or lease B-4

53 rentals on the 2016A Bonds, the 2015C Bonds, the 2015D Bonds and TIF Obligations may be reduced. Such decreases can occur as a result of appeals of assessed value, damage or destruction of property or an acquisition of property by a tax-exempt entity. The Redevelopment Commission has not undertaken to project, nor does this Analysis include any projections of potential changes in assessed valuation of property in the Allocation Areas. In the event that the assessed valuation of real property of any taxpayer (on personal property of any designated taxpayer ) located in the Allocation Areas decreases, the amount of TIF Revenues available to pay debt service or lease rentals on the 2016A Bonds, the 2015C Bonds, the 2015D Bonds and TIF Obligations may be reduced. Assumptions in Estimated of TIF Revenues. The estimates made in this Analysis are based on certain assumptions. Some assumptions may not materialize due to unanticipated events and circumstances. Therefore, the actual results achieved during the period that the 2016A Bonds, the 2015C Bonds, the 2015D Bonds and the TIF Obligations are outstanding may vary from estimates and such variances may be material. VANDERBURGH COUNTY OPTION INCOME TAX (COIT) FOR INDIVIDUALS Description and Application The County Option Income Tax is imposed pursuant to Indiana Code on the adjusted gross income of individual resident and nonresident county taxpayers of Vanderburgh County at tax rates of 1.00% and 0.25%, respectively (the COIT Revenues ). Under Indiana statute, the residency of an individual is determined on January 1 of the calendar year in which the individual's taxable year commences. An individual is a resident of the county in which he or she (1) maintains a home, if the individual maintains only one in Indiana; (2) is registered to vote (if (1) does not apply); (3) registers his or her automobile (if (1) or (2) does not apply); or (4) spends the majority of his or her time spent in Indiana during the taxable year in question (if (1), (2), or (3) does not apply). The COIT Revenues are not collected on nonresidents living in counties contiguous to Vanderburgh County, all of which have adopted a county income tax. Pursuant to Indiana Code Sections and , during such time in which COIT Revenues have been pledged to secure bond or lease payments, the COIT may not be repealed, nor can the tax rate be reduced. Collection and Distribution of COIT Revenues The COIT Revenues are collected by the State via payroll withholdings by employers, estimated taxes paid by individuals, and remittances that accompany annual tax filings. The COIT Revenues are deposited and held in a special account within the State s general fund. One-twelfth (1/12) of each county's distribution for a calendar year is distributed to the County Treasurer on the first day of each month of that calendar year. The distribution is based upon estimates of COIT Revenues to be received during the 12 month period beginning July 1 of the immediately preceding calendar year and ending June 30 of the ensuing calendar year. Furthermore, allocations of certified distributions among civil taxing units within a county are determined by each civil taxing unit's share of property taxes imposed in the county. See Risks Related to COIT Revenues. B-5

54 Pursuant to Indiana Code Section , COIT Revenues collected shall be used to: 1) replace property tax revenue lost due to the allowance of an increased homestead credit; 2) fund the operation of a public communications system and computer facilities district; 3) fund the operation of a public transportation corporation; 4) fund certain redevelopment initiatives; 5) make payments on bond or lease obligations incurred by a Redevelopment Commission under the Act; 6) make payments on bond and lease obligations incurred by the City where the COIT Revenues have been pledged to such payments; and 7) make distributions to civil taxing units. Pledged COIT Revenues The City s distributive share of COIT Revenues are pledged to the lease rentals used to pay the 2010B Bonds, to the debt service on the City of Evansville, Indiana Economic Development Revenue Bonds, Series 2015A (Downtown Convention Hotel Project) (the 2015A Hotel Bonds ) (see Schedule F-6) and the lease rentals on the 2015C Bonds, the 2015D Bonds and the City s Economic Development Lease Rental Revenue Bonds, Series 2016A (Downtown Convention Hotel Project) (the 2016 Hotel Bonds ) (when and if issued) (see Schedule F-10). The pledge of the COIT Revenues to the 2016A Bonds will rank on a parity with the pledge of the COIT Revenues to the debt service or lease rentals used to pay the 2010B Bonds, the 2015A Hotel Bonds, the 2015C Bonds, the 2015D Bonds, and the 2016 Hotel Bonds (when and if issued). The City reserves the right to issue additional obligations payable from COIT Revenues on a parity with or subordinate to the pledge thereof to the payment of the 2016A Bonds upon satisfaction of certain conditions. The COIT Revenues are also used to pay for other local government expenditures, including, but not limited to, contractual services; street repairs; building code enforcement; fire department training; culture and recreation grants; payments to parks department; and transfers to the general fund. Risks Related to COIT Revenues Adverse economic conditions in the County, the City, the State of Indiana or the United States could result in a reduction in the adjusted gross income of qualifying taxpayers in the County and, therefore, a reduction in the City's distributive share of COIT Revenues. Local area or statewide delinquencies in state income tax collection could result in reduced COIT Revenue receipts. The COIT Revenues could be reduced if the County Income Tax Council were to increase the local homestead credit under Indiana Code By law, the COIT rate may not exceed 1.00%. There currently is in force a COIT tax rate of 1.00%. The City and the Income Tax Council have made no representation, are not obligated to, and are prohibited by current law from taking any action to increase the rate at which COIT is imposed to pay debt service obligations. The legislature, or an administrative agency with jurisdiction in the matter, could enact new laws or regulations or interpret, amend, alter, change or modify, or a court of competent jurisdiction could interpret, the laws or regulations governing the collection, distribution, definition or accumulation of the COIT in a fashion that would adversely affect the owners of the 2016A Bonds. B-6

55 The certified COIT Revenues can vary from year to year depending on the relative amounts of the property tax levies of the eligible units ("Eligible Units") located in the County, including the City. The amount of the City's distributive share of COIT Revenues is determined by statute based on the ratio of the City's property tax levy to the total property tax levies of the eligible units. The City's projected distributive share for 2016 is approximately 44.51% of the total COIT Revenues distributed to the eligible units. If the City's property tax levy declines as a percentage of the aggregate property tax levies of the eligible units, the City's distributive share of the COIT Revenues would be reduced. Among the factors that could cause the percentage of the COIT Revenue distribution to which the City is entitled to be less than the current percentage would be a reduction by the City of the property taxes it imposes, an increase by the other eligible units in the amount of property taxes they impose, or excessive property tax levies obtained by the other eligible units, such as an increased levy due to an annexation. See Exhibit E. B-7

56 Exhibit A CITY OF EVANSVILLE, INDIANA Detail of Historical Tax Rates Evansville City-Pigeon Township Taxing District Historical Tax Rates Pay Year Vanderburgh County $ $ $ $ $ Pigeon Township Evansville-Vanderburgh School Corporation Evansville-Vanderburgh County Public Library Evansville Levee Authority Evansville-Vanderburgh Airport Authority Subtotal City General Park & Recreation Park Bonds Subtotal Total Rate $ $ $ $ $ Source: Department of Local Government Finance Budget Orders

57 Exhibit B CITY OF EVANSVILLE, INDIANA 2015 Pay Year 2016 Largest Tax Payers Allocation Areas % of Pay Year 2016 Pay Year 2016 Incremental Incremental Taxpayer Type of Business Assessed Value Assessed Value Aztar Gaming Company LLC Gaming $47,508, % ONB One Main Landlord LLC Office Building 34,197, % Vectren Utility Holdings Inc. Utility 25,306, % American General Finance Management Corporation Financing 12,179, % Fifth Third Bank Financing 11,876, % Blplast Expansion Landlord LLC Manufacturing 8,694, % Braun Realty Company Real Estate 5,700, % HTA Evansville Main LLC Car Dealership 5,302, % First Security Bank of Owensboro Inc. Office Building 4,799, % Indiana Bell Telephone Company Utility 3,256, % $158,822, % Source: Vanderburgh County Auditor's Office

58 Exhibit C CITY OF EVANSVILLE, INDIANA Historical TIF Revenue Collections Downtown Allocation Areas Pay Total Assessed Valuation Times: Estimated TIF Revenue Collection Year Net (1) Less: Base (1) Incremental (1) Net Tax Rate (2) TIF Revenues Collections (3) % 2011 $321,150,974 $74,549,260 $246,601,714 $ $6,797,083 $6,683, % ,088,808 68,740, ,348, ,116,156 6,910, % ,341,408 64,894, ,447, (4) 7,093,417 7,351, % ,240,696 65,004, ,236, (4) 6,247,100 5,346, % (5) ,135,013 56,847, ,287, (4) 6,668,635 6,954, % (1) Per the TIF Valuation Work Sheet for Property as provided by the Auditor's Office. (2) See Exhibit A. (3) Per the Form 22s as provided by the Auditor's Office. (4) The tax rate for Evansville City-Pigeon Township is greater than $ Commercial property taxation is limited to three percent (3%), thus the tax rate for projection purposes is reduced to $ (5) In June 2014, Old National Bank successfully appealed its assessment of its headquarters building located in the Evansville Downtown Allocation Area No. 1. The appeal required refunds for years 2012, 2013 and 2014 totaling nearly $2 million. The refunds reduced the TIF distributions in spring and fall for pay year 2014.

59 CITY OF EVANSVILLE, INDIANA Exhibit D Calculation of Estimated TIF Revenues Available for Debt Service Estimated Incremental Assessed Value (1) Pay Real Property Personal Property Times Net Estimated Year Original Expansion Expansion Total Tax Rate (2) TIF Revenues 2016 $189,964,151 $9,569,990 $25,575,899 $225,110,040 $ $6,753, ,964,151 9,569,990 25,575, ,110, ,753, ,964,151 9,569,990 25,575, ,110, ,753, ,964,151 9,569,990 25,575, ,110, ,753, ,964,151 9,569,990 25,575, ,110, ,753, ,964,151 9,569,990 25,575, ,110, ,753, ,964,151 9,569,990 25,575, ,110, ,753, ,964,151 9,569,990 25,575, ,110, ,753, ,964,151 9,569,990 25,575, ,110, ,753, ,964,151 9,569,990 25,575, ,110, ,753, ,964,151 9,569,990 25,575, ,110, ,753, ,964,151 9,569,990 25,575, ,110, ,753, ,964,151 9,569,990 25,575, ,110, ,753, ,964,151 9,569,990 25,575, ,110, ,753, ,964,151 9,569,990 25,575, ,110, ,753, ,964,151 9,569,990 25,575, ,110, ,753, ,964,151 9,569,990 25,575, ,110, ,753, ,964,151 9,569,990 25,575, ,110, ,753, ,964,151 9,569,990 25,575, ,110, ,753, ,964,151 9,569,990 25,575, ,110, ,753, ,964,151 9,569,990 25,575, ,110, ,753, ,964,151 9,569,990 25,575, ,110, ,753, ,964,151 9,569,990 25,575, ,110, ,753, ,964,151 9,569,990 25,575, ,110, ,753,301 (1) Per Vanderburgh County Auditor's Office. Incremental Assessed Values represent the pay year 2016 incremental assessed value, held constant. (2) The pay year 2016 tax rate for Evansville City-Pigeon Township taxing district is $ Commercial property taxation is limited to three percent (3%), thus the tax rate for projection purposes is reduced to $

60 Exhibit E CITY OF EVANSVILLE, INDIANA Historical COIT Revenues Years Certified Distribution Less: Homestead Credit Net Certified Distribution City Distributive Share % City's Certified Distribution % Change 2006 $34,211,339 $3,954,616 $30,256,723 $13,290, % 23.43% ,805,313 4,526,810 30,278,503 13,055, % -1.77% ,750,083 5,785,396 28,964,687 13,117, % 0.47% ,206,236 0 (1) 36,206,236 14,739, % 12.37% ,437,601 3,286,872 32,150,729 13,263, % % ,234,589 3,442,118 19,792,471 11,194, % % ,273,108 3,634,265 32,638,843 13,250,454 (2) 40.60% 18.37% ,285,968 3,619,015 31,666,953 14,056, % 6.09% ,604,621 3,815,660 34,788,961 15,415, % 9.67% ,768,019 3,811,817 33,956,202 15,008, % -2.64% ,155,122 4,914,071 34,241,051 15,239,517 (3) 44.51% 1.54% (1) Homestead credit was suspended for (2) Received a one-time additional distribution from the State in the amount of $2,917, (which amount is not included in the above table). (3) Projection as certified by the Department of Local Government Finance. Sources: County Auditor's Office, Department of Local Government Finance COIT Distribution Reports and the City's Controller's Office.

61 Exhibit F CITY OF EVANSVILLE, INDIANA Revenues Available for Debt Service and Coverage Less: Senior TIF Obligations Pay Year TIF Revenues (1) 2011 Bonds (2) 2015 Refunding Bonds (3) 2016B Bonds (4) Total Net TIF Revenues Plus: COIT Revenues (5) Total Revenues 2010B Bonds (6) 2015A Hotel Bonds (7) 2015C Bonds (8) 2015D Bonds (9) 2016A Bonds (10) 2016 Bonds (11) Total Estimated Coverage 2016 $6,753, $970, $1,354, $667, $2,992, $3,760, $15,239, $19,000, $8,251, $750, $1,129, $10,131, ,753, ,120, ,364, ,047, ,532, ,220, ,239, ,460, ,249, , ,255, $350, ,604, ,753, ,110, ,363, ,047, ,521, ,232, ,239, ,471, ,242, , $643, $906, ,256, , ,355, ,753, ,120, ,362, ,050, ,533, ,220, ,239, ,459, ,233, , , , ,256, , ,348, ,753, ,120, ,364, ,049, ,533, ,219, ,239, ,459, ,231, , , , ,255, , ,344, ,753, ,120, ,356, ,046, ,522, ,230, ,239, ,470, ,226, , , , ,253, , ,334, ,753, ,120, ,362, ,048, ,530, ,222, ,239, ,462, ,219, , , , ,254, , ,326, ,753, ,120, ,356, ,049, ,526, ,226, ,239, ,466, ,214, , , , ,254, , ,321, ,753, ,120, ,050, ,170, ,583, ,239, ,822, ,209, , , , ,256, , ,320, ,753, ,120, ,049, ,169, ,583, ,239, ,822, ,199, , , , ,253, , ,310, ,753, ,120, ,048, ,168, ,584, ,239, ,823, ,197, , , , ,254, , ,310, ,753, ,120, ,047, ,167, ,586, ,239, ,825, ,187, , , , ,253, , ,296, ,753, ,120, ,049, ,169, ,583, ,239, ,823, ,175, , , , ,256, , ,287, ,753, ,120, ,046, ,166, ,586, ,239, ,826, ,170, , , , ,257, , ,279, ,753, ,120, ,047, ,167, ,585, ,239, ,825, ,160, , , , ,256, , ,263, ,753, ,120, ,120, ,633, ,239, ,872, ,149, , , , ,252, , ,255, ,753, ,120, ,120, ,633, ,239, ,872, ,140, , , , ,257, , ,251, ,753, ,120, ,120, ,633, ,239, ,872, ,131, , , , ,255, , ,241, ,753, ,753, ,239, ,992, ,122, , , , ,257, , ,232, ,753, ,753, ,239, ,992, ,110, , , , ,260, , ,225, ,753, ,753, ,239, ,992, ,099, , , , ,256, , ,201, ,753, ,753, ,239, ,992, ,081, , , , ,255, , ,189, ,753, ,753, ,239, ,992, ,069, , , , ,256, , ,182, Total $20,000, $10,884, $15,347, $46,231, $188,076, $17,215, $13,439, $19,051, $28,756, $12,077, $278,614, (1) Pay year 2015 is actual. See Exhibit C. For pay year 2016 and after, see projection on Exhibit D. (2) See Schedule F-4. (3) See Schedule F-5. (4) See Schedule F-9. (5) See Exhibit E. (6) See Schedule F-3. (7) See Schedule F-6. (8) See Schedule F-7. (9) See Schedule F-8. (10) See Schedule F-2. (11) See Schedule F-10.

62 Schedule F-1 CITY OF EVANSVILLE, INDIANA Economic Development Revenue Bonds, Series 2016A (Medical School Project) Estimated Sources and Uses of Funds Sources of Funds: Par Amount of Bonds $18,000, Amortizable Bond Premium 2,155, Total Sources of Funds $20,155, Uses of Funds: Project Fund $19,700, Bond Insurance Premium 92, Debt Service Reserve Surety Policy 31, Underwriter's Discount 107, Costs of Issuance 224, Rounding Total Uses of Funds $20,155,419.20

63 CITY OF EVANSVILLE, INDIANA Schedule F-2 Economic Development Revenue Bonds, Series 2016A (Medical School Project) Debt Service Schedule Fiscal Date Principal Rate Interest Total Total 8/1/16 $ 313, $313, /1/17 $415, % 400, , $1,129, /1/17 390, , /1/18 475, % 390, , ,255, /1/18 378, , /1/19 500, % 378, , ,256, /1/19 365, , /1/20 525, % 365, , ,256, /1/20 352, , /1/21 550, % 352, , ,255, /1/21 339, , /1/22 575, % 339, , ,253, /1/22 324, , /1/23 605, % 324, , ,254, /1/23 309, , /1/24 635, % 309, , ,254, /1/24 303, , /1/25 650,000 * 303, , ,256, /1/25 289, , /1/26 675, % 289, , ,253, /1/26 272, , /1/27 710, % 272, , ,254, /1/27 254, , /1/28 745, % 254, , ,253, /1/28 235, , /1/29 785, % 235, ,020, ,256, /1/29 216, , /1/30 825, % 216, ,041, ,257, /1/30 195, , /1/31 865, % 195, ,060, ,256, /1/31 173, , /1/32 905,000 * 173, ,078, ,252, /1/32 153, , /1/33 950, % 153, ,103, ,257, /1/33 130, , /1/34 995,000 * 130, ,125, ,255, /1/34 111, , /1/35 1,035, % 111, ,146, ,257, /1/35 95, , /1/36 1,070, % 95, ,165, ,260, /1/36 68, , /1/37 1,120, % 68, ,188, ,256, /1/37 40, , /1/38 1,175, % 40, ,215, ,255, /1/38 20, , /1/39 1,215, % 20, ,235, ,256, Total $18,000,000 $10,756, $28,756, Split maturities: Retail Institutional Date Principal Rate Principal Rate 2/1/29 $150, % $500, % 2/1/36 250, % 655, % 2/1/38 245, % 750, %

64 Schedule F-3 CITY OF EVANSVILLE, INDIANA REDEVELOPMENT AUTHORITY Taxable Lease Rental Revenue Bonds, Series 2010B (Build America Bonds - Direct Pay Option) Debt Service and Lease Rental Payment Schedule Lease Rental ` Debt Fiscal Lease Rental Payments Less: Net Lease Rental Payments Payment Date Principal Interest Service Total Annual Semi-Annual Subsidy (1) Annual Semi-Annual Date 8/1/2016 $3,821, $3,821, $5,367,000 $1,241, $4,125, /1/16 2/1/2017 $3,085,000 3,821, ,906, $10,727, $10,734,000 5,367,000 1,241, $8,251, ,125, /1/17 8/1/2017 3,745, ,745, ,341,000 1,216, ,124, /1/17 2/1/2018 3,185,000 3,745, ,930, ,675, ,682,000 5,341,000 1,216, ,249, ,124, /1/18 8/1/2018 3,660, ,660, ,310,000 1,188, ,121, /1/18 2/1/2019 3,295,000 3,660, ,955, ,615, ,620,000 5,310,000 1,188, ,242, ,121, /1/19 8/1/2019 3,568, ,568, ,276,000 1,159, ,116, /1/19 2/1/2020 3,410,000 3,568, ,978, ,547, ,552,000 5,276,000 1,159, ,233, ,116, /1/20 8/1/2020 3,470, ,470, ,243,000 1,127, ,115, /1/20 2/1/2021 3,540,000 3,470, ,010, ,481, ,486,000 5,243,000 1,127, ,231, ,115, /1/21 8/1/2021 3,366, ,366, ,207,000 1,093, ,113, /1/21 2/1/2022 3,675,000 3,366, ,041, ,408, ,414,000 5,207,000 1,093, ,226, ,113, /1/22 8/1/2022 3,257, ,257, ,168,000 1,058, ,109, /1/22 2/1/2023 3,815,000 3,257, ,072, ,330, ,336,000 5,168,000 1,058, ,219, ,109, /1/23 8/1/2023 3,142, ,142, ,128,000 1,020, ,107, /1/23 2/1/2024 3,965,000 3,142, ,107, ,249, ,256,000 5,128,000 1,020, ,214, ,107, /1/24 8/1/2024 3,020, ,020, ,086, , ,104, /1/24 2/1/2025 4,125,000 3,020, ,145, ,165, ,172,000 5,086, , ,209, ,104, /1/25 8/1/2025 2,891, ,891, ,039, , ,099, /1/25 2/1/2026 4,290,000 2,891, ,181, ,072, ,078,000 5,039, , ,199, ,099, /1/26 8/1/2026 2,744, ,744, ,990, , ,098, /1/26 2/1/2027 4,485,000 2,744, ,229, ,973, ,980,000 4,990, , ,197, ,098, /1/27 8/1/2027 2,590, ,590, ,935, , ,093, /1/27 2/1/2028 4,685,000 2,590, ,275, ,865, ,870,000 4,935, , ,187, ,093, /1/28 8/1/2028 2,429, ,429, ,877, , ,087, /1/28 2/1/2029 4,890,000 2,429, ,319, ,749, ,754,000 4,877, , ,175, ,087, /1/29 8/1/2029 2,262, ,262, ,820, , ,085, /1/29 2/1/2030 5,110,000 2,262, ,372, ,634, ,640,000 4,820, , ,170, ,085, /1/30 8/1/2030 2,080, ,080, ,756, , ,080, /1/30 2/1/2031 5,345,000 2,080, ,425, ,506, ,512,000 4,756, , ,160, ,080, /1/31 8/1/2031 1,891, ,891, ,689, , ,074, /1/31 2/1/2032 5,590,000 1,891, ,481, ,372, ,378,000 4,689, , ,149, ,074, /1/32 8/1/2032 1,692, ,692, ,620, , ,070, /1/32 2/1/2033 5,850,000 1,692, ,542, ,235, ,240,000 4,620, , ,140, ,070, /1/33 8/1/2033 1,485, ,485, ,548, , ,065, /1/33 2/1/2034 6,120,000 1,485, ,605, ,090, ,096,000 4,548, , ,131, ,065, /1/34 8/1/2034 1,267, ,267, ,473, , ,061, /1/34 2/1/2035 6,405,000 1,267, ,672, ,940, ,946,000 4,473, , ,122, ,061, /1/35 8/1/2035 1,036, ,036, ,392, , ,055, /1/35 2/1/2036 6,705,000 1,036, ,741, ,778, ,784,000 4,392, , ,110, ,055, /1/36 8/1/ , , ,308, , ,049, /1/36 2/1/2037 7,020, , ,815, ,610, ,616,000 4,308, , ,099, ,049, /1/37 8/1/ , , ,217, , ,040, /1/37 2/1/2038 7,345, , ,887, ,429, ,434,000 4,217, , ,081, ,040, /1/38 8/1/ , , ,125,000 90, ,034, /1/38 2/1/2039 7,690, , ,967, ,244, ,250,000 4,125,000 90, ,069, ,034, /1/39 $113,625,000 $110,079, $223,704, $223,704, $223,830,000 $223,830,000 $35,753, $188,076, $188,076, (1) Due to the Balanced Budget and Emergency Deficit Control Act of 1985, the subsidy is subject to sequestration. The subsidy of 35% is reduced by 7.2%.

65 CITY OF EVANSVILLE, INDIANA REDEVELOPMENT DISTIRCT Schedule F-4 Taxable Economic Development Revenue Bonds, Series 2011 (Berry Plastics Project) Debt Service Schedule Interest Debt Service Date Principal Rate Interest Semi-Annual Annual 8/1/2016 $485, % $0 $485,000 2/1/ , % 0 485,000 $970,000 8/1/ , % 0 560,000 2/1/ , % 0 560,000 1,120,000 8/1/ , % 0 555,000 2/1/ , % 0 555,000 1,110,000 8/1/ , % 0 560,000 2/1/ , % 0 560,000 1,120,000 8/1/ , % 0 560,000 2/1/ , % 0 560,000 1,120,000 8/1/ , % 0 560,000 2/1/ , % 0 560,000 1,120,000 8/1/ , % 0 560,000 2/1/ , % 0 560,000 1,120,000 8/1/ , % 0 560,000 2/1/ , % 0 560,000 1,120,000 8/1/ , % 0 560,000 2/1/ , % 0 560,000 1,120,000 8/1/ , % 0 560,000 2/1/ , % 0 560,000 1,120,000 8/1/ , % 0 560,000 2/1/ , % 0 560,000 1,120,000 8/1/ , % 0 560,000 2/1/ , % 0 560,000 1,120,000 8/1/ , % 0 560,000 2/1/ , % 0 560,000 1,120,000 8/1/ , % 0 560,000 2/1/ , % 0 560,000 1,120,000 8/1/ , % 0 560,000 2/1/ , % 0 560,000 1,120,000 8/1/ , % 0 560,000 2/1/ , % 0 560,000 1,120,000 8/1/ , % 0 560,000 2/1/ , % 0 560,000 1,120,000 8/1/ , % 0 560,000 2/1/ , % 0 560,000 1,120,000 Total $20,000,000 $0 $20,000,000 $ 20,000,000

66 Schedule F-5 CITY OF EVANSVILLE, INDIANA Redevelopment District Tax Increment Refunding Revenue Bonds, Series 2015 Debt Service Schedule Fiscal Date Principal Rate Interest Total Total 8/1/16 $545, % $130, $675, /1/17 555, % 123, , $1,354, /1/17 570, % 116, , /1/18 570, % 108, , ,364, /1/18 580, % 100, , /1/19 590, % 93, , ,363, /1/19 600, % 85, , /1/20 600, % 77, , ,362, /1/20 615, % 68, , /1/21 620, % 60, , ,364, /1/21 625, % 52, , /1/22 635, % 43, , ,356, /1/22 650, % 35, , /1/23 650, % 26, , ,362, /1/23 665, % 17, , /1/24 665, % 8, , ,356, Total $9,735,000 $1,149, $10,884,706.00

67 CITY OF EVANSVILLE, INDIANA Schedule F-6 Economic Development Revenue Bonds, Series 2015A (Downtown Convention Hotel Project) Debt Service Schedule Debt Fiscal Date Principal Rate Interest Service Total 8/1/16 $245, $245, /1/17 $260, % 245, , $750, /1/17 240, , /1/18 270, % 240, , , /1/18 234, , /1/19 280, % 234, , , /1/19 227, , /1/20 295, % 227, , , /1/20 220, , /1/21 310, % 220, , , /1/21 212, , /1/22 325, % 212, , , /1/22 204, , /1/23 340, % 204, , , /1/23 195, , /1/24 355, % 195, , , /1/24 187, , /1/25 375, % 187, , , /1/25 177, , /1/26 395, % 177, , , /1/26 171, , /1/27 405, % 171, , , /1/27 165, , /1/28 415, % 165, , , /1/28 155, , /1/29 435, % 155, , , /1/29 144, , /1/30 460, % 144, , , /1/30 132, , /1/31 480, % 132, , , /1/31 120, , /1/32 505, % 120, , , /1/32 108, , /1/33 530, % 108, , , /1/33 95, , /1/34 560, % 95, , , /1/34 81, , /1/35 585, % 81, , , /1/35 66, , /1/36 615, % 66, , , /1/36 51, , /1/37 645, % 51, , , /1/37 34, , /1/38 680, % 34, , , /1/38 17, , /1/39 715, % 17, , , Total $10,235, $6,980, $17,215,400.00

68 Schedule F-7 CITY OF EVANSVILLE, INDIANA Economic Development Lease Rental Revenue Bonds, Series 2015C (Medical School Project) Debt Service and Lease Rental Payment Schedule Annual Semi-Annual Lease Rental Capitalized Fiscal Lease Rental Lease Rental Payment Date Principal Rate Interest Total Interest Total Payments Payments Date 8/15/16 $178, $178, $178, /15/17 178, , , /15/17 178, , , /15/18 178, , , /15/18 178, , $321,500 8/1/18 2/15/19 $280, % 178, , $637, $643, ,500 2/1/19 8/15/19 171, , ,500 8/1/19 2/15/20 290, % 171, , , , ,500 2/1/20 8/15/20 164, , ,500 8/1/20 2/15/21 305, % 164, , , , ,500 2/1/21 8/15/21 156, , ,500 8/1/21 2/15/22 320, % 156, , , , ,500 2/1/22 8/15/22 148, , ,000 8/1/22 2/15/23 335, % 148, , , , ,000 2/1/23 8/15/23 140, , ,500 8/1/23 2/15/24 355, % 140, , , , ,500 2/1/24 8/15/24 131, , ,000 8/1/24 2/15/25 370, % 131, , , , ,000 2/1/25 8/15/25 122, , ,000 8/1/25 2/15/26 390, % 122, , , , ,000 2/1/26 8/15/26 112, , ,000 8/1/26 2/15/27 410, % 112, , , , ,000 2/1/27 8/15/27 102, , ,000 8/1/27 2/15/28 430, % 102, , , , ,000 2/1/28 8/15/28 95, , ,000 8/1/28 2/15/29 445, % 95, , , , ,000 2/1/29 8/15/29 89, , ,500 8/1/29 2/15/30 455, % 89, , , , ,500 2/1/30 8/15/30 81, , ,500 8/1/30 2/15/31 470, % 81, , , , ,500 2/1/31 8/15/31 74, , ,000 8/1/31 2/15/32 485, % 74, , , , ,000 2/1/32 8/15/32 66, , ,500 8/1/32 2/15/33 500, % 66, , , , ,500 2/1/33 8/15/33 58, , ,500 8/1/33 2/15/34 520, % 58, , , , ,500 2/1/34 8/15/34 49, , ,000 8/1/34 2/15/35 535, % 49, , , , ,000 2/1/35 8/15/35 40, , ,000 8/1/35 2/15/36 555, % 40, , , , ,000 2/1/36 8/15/36 31, , ,000 8/1/36 2/15/37 570, % 31, , , , ,000 2/1/37 8/15/37 21, , ,000 8/1/37 2/15/38 590, % 21, , , , ,000 2/1/38 8/15/38 10, , ,000 8/1/38 2/15/39 615, % 10, , , , ,000 2/1/39 Total $ 9,225,000 $4,810, $14,035, $714, $13,321, $13,439,000 $13,439,000

69 Schedule F-8 CITY OF EVANSVILLE, INDIANA Taxable Economic Development Lease Rental Revenue Bonds, Series 2015D (Medical School Project) Debt Service and Lease Rental Payment Schedule Annual Semi-Annual Lease Rental Capitalized Fiscal Lease Rental Lease Rental Payment Date Principal Rate Interest Total Interest Total Payments Payments Date 8/15/16 $252, $252, $252, /15/17 252, , , /15/17 252, , , /15/18 252, , , /15/18 252, , $453,000 8/1/18 2/15/19 $395, % 252, , $900, $906, ,000 2/1/19 8/15/19 248, , ,000 8/1/19 2/15/20 405, % 248, , , , ,000 2/1/20 8/15/20 243, , ,000 8/1/20 2/15/21 415, % 243, , , , ,000 2/1/21 8/15/21 238, , ,500 8/1/21 2/15/22 425, % 238, , , , ,500 2/1/22 8/15/22 231, , ,500 8/1/22 2/15/23 440, % 231, , , , ,500 2/1/23 8/15/23 224, , ,500 8/1/23 2/15/24 450, % 224, , , , ,500 2/1/24 8/15/24 217, , ,000 8/1/24 2/15/25 470, % 217, , , , ,000 2/1/25 8/15/25 208, , ,000 8/1/25 2/15/26 485, % 208, , , , ,000 2/1/26 8/15/26 199, , ,000 8/1/26 2/15/27 505, % 199, , , , ,000 2/1/27 8/15/27 189, , ,500 8/1/27 2/15/28 525, % 189, , , , ,500 2/1/28 8/15/28 178, , ,000 8/1/28 2/15/29 545, % 178, , , , ,000 2/1/29 8/15/29 167, , ,500 8/1/29 2/15/30 565, % 167, , , , ,500 2/1/30 8/15/30 154, , ,500 8/1/30 2/15/31 590, % 154, , , , ,500 2/1/31 8/15/31 140, , ,500 8/1/31 2/15/32 620, % 140, , , , ,500 2/1/32 8/15/32 126, , ,000 8/1/32 2/15/33 650, % 126, , , , ,000 2/1/33 8/15/33 110, , ,500 8/1/33 2/15/34 680, % 110, , , , ,500 2/1/34 8/15/34 94, , ,500 8/1/34 2/15/35 710, % 94, , , , ,500 2/1/35 8/15/35 78, , ,500 8/1/35 2/15/36 745, % 78, , , , ,500 2/1/36 8/15/36 59, , ,500 8/1/36 2/15/37 780, % 59, , , , ,500 2/1/37 8/15/37 40, , ,500 8/1/37 2/15/38 820, % 40, , , , ,500 2/1/38 8/15/38 20, , ,500 8/1/38 2/15/39 860, % 20, , , , ,500 2/1/39 Total $ 12,080,000 $7,866, $19,946, $1,011, $18,935, $19,051,000 $19,051,000

70 Schedule F-9 CITY OF EVANSVILLE, INDIANA Economic Development Revenue Bonds, Series 2016B (Medical School Project) Estimated Debt Service Schedule Fiscal Date Principal Rate Interest Total Total 8/1/16 $149, $149, /1/17 $340, % 178, , $667, /1/17 350, % 173, , /1/18 355, % 168, , ,047, /1/18 360, % 163, , /1/19 365, % 158, , ,047, /1/19 375, % 153, , /1/20 375, % 147, , ,050, /1/20 385, % 142, , /1/21 385, % 136, , ,049, /1/21 395, % 131, , /1/22 395, % 125, , ,046, /1/22 405, % 119, , /1/23 410, % 113, , ,048, /1/23 415, % 107, , /1/24 425, % 101, , ,049, /1/24 430, % 95, , /1/25 435, % 89, , ,050, /1/25 445, % 83, , /1/26 445, % 76, , ,049, /1/26 455, % 70, , /1/27 460, % 63, , ,048, /1/27 465, % 56, , /1/28 475, % 50, , ,047, /1/28 485, % 43, , /1/29 485, % 36, , ,049, /1/29 495, % 29, , /1/30 500, % 22, , ,046, /1/30 510, % 14, , /1/31 515, % 7, , ,047, Total $12,335,000 $3,012, $15,347, Preliminary, subject to change.

71 Schedule F-10 CITY OF EVANSVILLE, INDIANA Economic Development Lease Rental Revenue Bonds, Series 2016A (Downtown Convention Hotel Project) Estimated Debt Service and Lease Rental Payment Schedule Annual Semi-Annual Lease Rental Capitalized Fiscal Lease Rental Lease Rental Payment Date Principal Rate Interest Total Interest Total Payments Payments Date 8/15/16 $134, $134, $134, /15/17 179, , , /15/17 179, , , /15/18 $165, % 179, , $344, $350,000 $350,000 2/1/18 8/15/18 176, , ,000 8/1/18 2/15/19 200, % 176, , , , ,000 2/1/19 8/15/19 172, , ,000 8/1/19 2/15/20 210, % 172, , , , ,000 2/1/20 8/15/20 167, , ,000 8/1/20 2/15/21 220, % 167, , , , ,000 2/1/21 8/15/21 161, , ,500 8/1/21 2/15/22 230, % 161, , , , ,500 2/1/22 8/15/22 155, , ,500 8/1/22 2/15/23 240, % 155, , , , ,500 2/1/23 8/15/23 149, , ,000 8/1/23 2/15/24 255, % 149, , , , ,000 2/1/24 8/15/24 143, , ,500 8/1/24 2/15/25 265, % 143, , , , ,500 2/1/25 8/15/25 136, , ,500 8/1/25 2/15/26 280, % 136, , , , ,500 2/1/26 8/15/26 129, , ,000 8/1/26 2/15/27 295, % 129, , , , ,000 2/1/27 8/15/27 122, , ,000 8/1/27 2/15/28 310, % 122, , , , ,000 2/1/28 8/15/28 114, , ,000 8/1/28 2/15/29 325, % 114, , , , ,000 2/1/29 8/15/29 106, , ,500 8/1/29 2/15/30 340, % 106, , , , ,500 2/1/30 8/15/30 98, , ,500 8/1/30 2/15/31 355, % 98, , , , ,500 2/1/31 8/15/31 89, , ,500 8/1/31 2/15/32 375, % 89, , , , ,500 2/1/32 8/15/32 79, , ,000 8/1/32 2/15/33 395, % 79, , , , ,000 2/1/33 8/15/33 70, , ,500 8/1/33 2/15/34 410, % 70, , , , ,500 2/1/34 8/15/34 59, , ,000 8/1/34 2/15/35 435, % 59, , , , ,000 2/1/35 8/15/35 48, , ,000 8/1/35 2/15/36 455, % 48, , , , ,000 2/1/36 8/15/36 37, , ,500 8/1/36 2/15/37 475, % 37, , , , ,500 2/1/37 8/15/37 25, , ,500 8/1/37 2/15/38 500, % 25, , , , ,500 2/1/38 8/15/38 13, , ,500 8/1/38 2/15/39 525, % 13, , , , ,500 2/1/39 Total $7,260,000 $5,192, $12,452, $494, $11,958, $12,077,000 $12,077,000 Preliminary, subject to change.

72 APPENDIX C SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE

73 APPENDIX C (SERIES 2016A MEDICAL SCHOOL) SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE The following is a summary of certain additional provisions of the Indenture relating to the Series 2016A Bonds not otherwise discussed in this Official Statement. This summary does not purport to be complete and is subject in all respects to the provisions of, and is qualified in its entirety by reference to, the Indenture. Capitalized terms in this summary not defined in this Official Statement will have the meanings set forth in the Indenture. A copy of the entire Indenture is available from the Issuer upon request. Definitions The following are definitions of certain terms used herein and elsewhere in this Official Statement. Accounts means the accounts created pursuant to the Indenture, except any accounts created within the Rebate Fund. Act means, collectively, Indiana Code and Additional Bonds means bonds issued pursuant to the Indenture and any Supplemental Indenture, including bonds issued to refund any Bonds outstanding under the Indenture. Affidavit of Completion means the affidavit to be filed by the Issuer with the Trustee relating to the Series 2016A Project, stating that the Series 2016A Project is substantially completed in accordance with the terms of the Development Agreement and is ready for use and occupancy. Affiliate means an entity or business which directly or indirectly controls, is controlled by or is under common control with, the Developer. For purposes of this provision, control (including the terms controls, controlled by and under common control with ) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of an entity, whether through the ownership of voting securities, by contract, or otherwise. Allocation Area means, collectively, the Evansville Downtown Allocation Area No. 1 and the Evansville Downtown Allocation Area No. 2 of the Evansville Downtown Redevelopment Area previously established by the Redevelopment Commission in accordance with IC and IC for the purposes of capturing incremental ad valorem property taxes levied and collected on all taxable property in such allocation area. Allocation Fund means, collectively, the Evansville Downtown Redevelopment Area Allocation Fund No. 1 and Allocation Fund No. 2 established under IC for the purpose of allocating and depositing the TIF Revenues collected in the Allocation Area. Annual Fees means all of the Issuer s expenses in carrying out and administering the Bonds issued pursuant to the Indenture and will include, without limiting the generality of the foregoing, legal, accounting, management, consulting and banking services and expenses, fees and expenses of the Trustee and the Registrar and Paying Agent, costs of verifications required hereunder, any other costs permitted under the Act, and rebates, if any, which in the opinion of Bond Counsel are required to be made under the Code in order to preserve or protect the exclusion from gross income for federal tax purposes of interest on the Bonds, all to the extent properly allocable to the Bonds. Authorized Representative means (a) with respect to the Issuer, (i) the Mayor, (ii) the Controller, or (iii) such other person or persons as the Issuer will notify the Developer and the Trustee in writing as being an C-1

74 Authorized Representative, with evidence of such authority; and (b) with respect to the Developer, (i) any Executive Vice President of the Developer or (ii) such other person or persons as the Developer will notify the Issuer and the Trustee in writing as being an Authorized Representative, with evidence of such authority. BAM means Build America Mutual Assurance Company, a New York mutual insurance company, or any successor thereto or assignee thereof. Bonds means any bonds issued pursuant to the Indenture or a Supplemental Indenture, including the Series 2016A Bonds and any Additional Bonds. Bondholder means a registered owner or holder of any Bonds. Bond Counsel means Counsel that is nationally recognized in the area of municipal law and matters relating to the exclusion of interest on municipal bonds from gross income under federal tax law. Bond Fund means the Bond Fund created and established pursuant to the Indenture. Bond Ordinance means the City Council Ordinance No. G , adopted by the Common Council of the City of Evansville, Indiana, on May 12, 2014, authorizing and approving the issuance and sale of the Series 2016A Bonds and approving the Financing Agreement, the Development Agreement, the Indenture and related matters. City means the City of Evansville, Indiana, a municipal corporation organized and validly existing under the laws of the State. Code means the Internal Revenue Code of 1986, as amended and in effect on the date of issuance of the Series 2016A Bonds. COIT Revenues means the Issuer s distributive share of county option income tax revenues received pursuant to Indiana Code , as amended, and pledged by the Issuer to the Redevelopment Commission for the purpose of paying the principal and interest on the Series 2016A Bonds, pursuant to the Bond Ordinance and the Indenture, subject to certain parity claims thereon. Controller means the duly appointed Controller of the Issuer. Costs of Issuance means items of expense payable or reimbursable directly or indirectly by the Issuer and related to the Series 2016A Project or the authorization, sale and issuance of Bonds, which items of expense will include, but not be limited to, bond insurance and surety bond premiums, credit enhancement or liquidity facility fees, printing costs, costs of reproducing documents, filing and recording fees, initial fees and charges of the Trustee, Registrar and Paying Agent, underwriters discounts, legal fees and charges, professional consultants fees, costs of credit ratings, fees and charges for execution, transportation and safekeeping of Bonds, costs and expenses of refunding, and other costs, charges and fees in connection with the foregoing and any other costs of a similar nature authorized by the Act. Counsel means an attorney duly admitted to practice law before the highest court of any state and approved by the Issuer. Credit Facility means any letter of credit, revolving credit agreement, surety bond, insurance policy or other agreement or instrument. Credit Provider means the issuer of any Credit Facility and its successor in such capacity and their assigns. To qualify under the Indenture, the Credit Provider providing such Credit Facility will be either: (i) an insurer whose long-term debt obligations are rated (at the time of issuance of such Credit Facility) in one of the two highest Rating Categories by the Rating Agency or Rating Agencies then maintaining a rating on the Bonds; or C-2

75 (ii) a bank or trust company whose long-term unsecured, uninsured and unguaranteed debt obligations are rated (at the time of issuance of such Credit Facility) in one of the two highest Rating Categories by one or more Rating Agencies then maintaining a rating on the Bonds. Debt Service Reserve Fund means the Debt Service Reserve Fund created and established pursuant to the Indenture. Debt Service Reserve Fund Credit Facility means any Credit Facility issued or provided by a Credit Provider, (i) which may be deposited in a reserve account in the Debt Service Reserve Fund in lieu of or in partial substitution for cash or Qualified Investments to be on deposit therein, and (ii) which will be payable (upon the giving of notice as required thereunder) on any due date on which moneys will be required to be withdrawn from such reserve account in which such Credit Facility is deposited and applied to the payment of the principal of or interest on any Bonds. Debt Service Reserve Fund Reimbursement Obligation means any obligation to reimburse the Credit Provider of any Debt Service Reserve Fund Credit Facility for any payment made under such Debt Service Reserve Fund Credit Facility or any other obligation to repay any amounts (including, but not limited to, fees or additional interest) to the Credit Provider. Depository Company or Depository means The Depository Trust Company, New York, New York, and its successors and assigns, including any surviving, resulting or transferee corporation, or any successor corporation that may be appointed in a manner consistent with the Indenture and will include any direct or indirect participants of The Depository Trust Company. Developer means Evansville HealthRealty, LLC, an Indiana limited liability company, or any successor thereto under the Financing Agreement and the Development Agreement. Developer Parties means, with respect to the Series 2016A Project or any portion thereof, the Financing Agreement, the Development Agreement or this Indenture: (a)(i) the Affiliates of the Developer, (ii) developers working under contract with the Developer or any Affiliate of the Developer, (iii) joint owners of the Series 2016A Project or any portion thereof, (iv) joint (or other) venturers with the Developer or any Affiliate of the Developer, (v) lessees of property in the Allocation Area from the Developer or any Affiliate of the Developer, (vi) lessors of property in the Allocation Area to the Developer or any Affiliate of the Developer, and (vii) trusts (business or other) established with or for the benefit of the Developer or any Affiliate of the Developer or the Series 2016A Project or any portion thereof, and (b) their successors and assigns. Development Agreement means the Economic Development Agreement, dated May 30, 2014, by and among the Issuer, the Redevelopment Commission and the Developer concerning the construction and financing of the Series 2016A Project and related projects, as may be supplemented or amended from time to time. Economic Development Commission means the Evansville Economic Development Commission, established and existing pursuant to Indiana Code and , each as amended. Event of Default means any occurrence of an event specified in the Indenture. Expense Fund means the Expense Fund created and established pursuant to the Indenture. Financing Agreement means the Financing Agreement (2016A), dated as of March 1, 2016, by and between the Developer and the Issuer, and all amendments and supplements thereto. Funds means the funds created pursuant to the Indenture, except the Rebate Fund. Governmental Obligations means (a) United States Treasury Certificates, Notes and Bonds (including State and Local Government Series - SLGs ); (b) direct obligations of the Treasury which have been stripped by the Treasury itself, CATS, TIGRS and similar securities; (c) the interest component of Resolution Funding Corp. strips, which have been stripped by request to the Federal Reserve Bank of New York in book-entry form; (d) C-3

76 subject to the prior written consent of the Series 2016A Bond Insurer, pre-refunded municipal bonds rated AAA by S&P and Aaa by Moody s; provided, however, if the issue is rated only by S&P (i.e., there is no Moody s rating), then the pre-refunded bonds must have been pre-refunded with cash, direct United States or United States guaranteed obligations, or AAA rated pre-refunded municipals; and (e) obligations issued by the following agencies, which are backed by the full faith and credit of the United States: (i) United States Export-Import Bank (Eximbank) direct obligations or fully guaranteed certificates of beneficial ownership; (ii) Farmers Home Administration (FmHA) certificates of beneficial ownership; (iii) Federal Financing Bank; (iv) General Services Administration participation certificates; (v) United States Maritime Administration guaranteed Title IX financing; and (vi) United States Department of Housing and Urban Development (HUD) project notes, local authority bonds, new communities debentures - United States government guaranteed debentures, and United States Public Housing Notes and Bonds - United States government guaranteed public housing notes and bonds. Indenture means the Trust Indenture (2016A), dated as of March 1, 2016, between the Issuer and the Trustee, as originally executed or as it may from time to time be amended or supplemented pursuant to the terms thereof. Interest Payment Date means, with respect to the Series 2016A Bonds, each February 1 and August 1, commencing August 1, Issuer means the City of Evansville, Indiana, a municipal corporation organized and validly existing under the laws of the State of Indiana, or any successor to its rights and obligations under the Financing Agreement, the Development Agreement and the Indenture. Net Proceeds means the proceeds from the sale of a Series of Bonds less any underwriting or other discount. Opinion of Bond Counsel means a written opinion of Bond Counsel which opinion is acceptable to the Issuer and the Trustee. Opinion of Counsel means a written opinion of Counsel addressed to the Trustee, for the benefit of the owners of the Bonds, who may (except as otherwise expressly provided in the Indenture) be Counsel to the Issuer or Counsel to the owners of the Bonds and who is acceptable to the Trustee. Paying Agent means any bank or trust company at which principal of the Bonds is payable, which initially is Old National Wealth Management, in Evansville, Indiana. Pledge Resolution means, collectively, the Master Pledge Resolution (Resolution No. 08-ERC-61), adopted by the Redevelopment Commission on November 5, 2008, as supplemented by (a) Resolution No. 10-ERC- 55, adopted by the Redevelopment Commission on April 20, 2010, (b) Resolution No. 11-ERC-91, as amended, adopted by the Redevelopment Commission on December 20, 2011, (c) Resolution No. 15-ERC-23, adopted by the Redevelopment Commission on May 8, 2015, (d) Resolution No. 15-ERC-48 (as amended), adopted by the Redevelopment Commission on September 15, 2015, (e) Resolution No. 15-ERC-49 (as amended), adopted by the Redevelopment Commission on September 15, 2015, (f) Resolution No. 15-ERC-50, adopted by the Redevelopment Commission on September 15, 2015, (g) Resolution No. 15-ERC-51, adopted by the Redevelopment Commission on September 15, 2015, and (h) Resolution No. 16-ERC-16, adopted by the Redevelopment Commission on January 19, 2016; each as may be further supplemented and amended from time to time. Pledged Revenues means, collectively, (a) the TIF Revenues and (b) to the extent the TIF Revenues are insufficient for such purpose, the COIT Revenues; each subject to certain prior or parity claims thereon, which have been pledged by the Issuer (in the case of the COIT Revenues) and the Redevelopment Commission (in the case of TIF Revenues) to pay the principal and interest on the Series 2016A Bonds. Bond. Principal Payment Date means the maturity date or the mandatory sinking fund redemption date of any Project Fund means the Project Fund created and established pursuant to the Indenture. C-4

77 Qualified Investments means any of the following to the extent permitted by law: (i) Governmental Obligations; (ii) money market funds, which may be funds of the Trustee, the assets of which are obligations of or guaranteed by the United States of America and which funds are rated at the time of purchase AAAm-G or higher by Standard & Poor s Ratings Services, Inc. and/or Aaa by Moody s Investors Service, Inc.; (iii) bonds, debentures, notes or other evidence of indebtedness issued or guaranteed by any of the following federal agencies: Export-Import Bank, Farmers Home Administration, Federal Financing Bank, Federal Housing Administration, Government National Mortgage Association, Maritime Administration, Public Housing Authorities, Banks for Cooperatives, Federal Farm Credit Banks, Federal Intermediate Credit Bank, Federal Home Loan Bank and Federal Land Bank; (iv) certificates of deposit, savings accounts, deposit accounts or depository receipts of a bank, savings and loan associations and mutual savings banks, including the Trustee, each fully insured by the Federal Deposit Insurance Corporation; (v) bankers acceptances, savings accounts, deposit accounts or certificates of deposit of commercial banks or savings and loan associations, including the Trustee, which mature not more than one year after the date of purchase; provided the banks or savings and loan associations (rather than their holding companies) are rated for unsecured debt at the time of purchase of the investments in the two highest Rating Categories established by Moody s Investors Service, Inc. and Standard & Poor s Ratings Services, Inc.; (vi) commercial paper rated at the time of purchase in the single highest Rating Category by Moody s Investors Service, Inc. and Standard & Poor s Ratings Services, Inc. and which matures not more than 270 days after the date of purchase; (vii) investment agreements fully and properly secured at all times by collateral security described in (i), (ii) or (iii) above or issued by entities rated in the single highest Rating Category by Moody s Investors Service and Standard & Poor s Ratings Services, Inc. when such agreement was entered into; and (viii) repurchase agreements with any bank or trust company organized under the laws of any state of the United States of America or any national banking association (including the Trustee) or government bond dealer reporting to, trading with, and recognized as a primary dealer by the Federal Reserve Bank of New York, which agreement is secured by any one or more of the securities described in clauses (i), (iii) or (iv) above; provided, underlying securities are required by the repurchase agreement to be continuously maintained at a market value not less than the amount so invested. Rating Agency or Rating Agencies means Fitch, S&P or Moody s, according to which of such rating agencies then rates a Bond; and provided that, if none of such rating agencies then rates a Bond, the term Rating Agency or Rating Agencies will refer to any national rating agency (if any) that provides such rating. Rating Category means one of the generic rating categories of the applicable Rating Agency, without regard to any refinements or gradations of such generic rating category by numerical or other modifier. Rebate Fund means the Rebate Fund created pursuant to the Indenture. Record Date means the first day of the calendar month which includes any Interest Payment Date. Redevelopment Commission means the Redevelopment Commission of the City of Evansville, Indiana. Registrar means initially Old National Wealth Management, in Evansville, Indiana, a national banking association organized and existing under the laws of the United States of America or any successor thereto. Requisite Bondholders means the holders of 66-2/3% in aggregate principal amount of Bonds outstanding under the Indenture. Reserve Requirement means an amount equal to the least of (i) the maximum annual principal and interest requirements on the outstanding Bonds, (ii) 125% of the average annual principal and interest requirements on the outstanding Bonds, or (iii) 10% of the stated principal amount or issue price (as determined under Treasury Regulation (f)(2)) of the outstanding Bonds, each calculated as of the date of issuance of any Series of Bonds. Upon the issuance of the Series 2016A Bonds, the Reserve Requirement will mean an amount equal to $1,260, Series of Bonds or Bonds of a Series or Series or words of similar meaning means any Series of Bonds authorized by the Indenture or by any Supplemental Indenture. C-5

78 Series 2016A Bonds means the City of Evansville, Indiana, Economic Development Revenue Bonds, Series 2016A (Medical School Project) issued in the original aggregate principal amount of $18,000,000. Series 2016A Bond Insurance Policy means the municipal bond insurance policy issued by the Series 2016A Bond Insurer guaranteeing the scheduled payment of principal of and interest on the Series 2016A Bonds when due. Series 2016A Bond Insurer means Build America Mutual Assurance Company, a New York mutual insurance company, or any successor thereto or assignee thereof. The Series 2016A Bond Insurer constitutes a Credit Provider (as such term is defined and used in the Indenture) at the time of issuance of the Series 2016A Bond Insurance Policy. Series 2016A Bond Interest Expense Account means the Series 2016A Bond Interest Expense Account created and established within the Bond Fund pursuant to the Indenture. Series 2016A Construction Account means the Series 2016A Construction Account created and established within the Project Fund pursuant to the Indenture. Series 2016A Debt Service Reserve Fund Credit Facility means the municipal bond debt service reserve insurance policy provided by BAM for deposit into the Debt Service Reserve Fund to satisfy the Reserve Requirement with respect thereto. The Series 2016A Debt Service Reserve Fund Credit Facility constitutes a Debt Service Reserve Fund Credit Facility (as such term is defined and used in the Indenture) at the time of issuance thereof. Series 2016A Expense Account means the Series 2016A Expense Account created and established within the Expense Fund pursuant to the Indenture. Series 2016A Project means all or any portion of: (a) the design and construction of a multidisciplinary academic medical education and research center and related facilities in downtown Evansville, Indiana; and (b) all acquisition, construction, demolition, renovation, improvement and equipping projects related to the projects described in clause (a), together with any costs related thereto. The Series 2016A Project will be located in or physically connected to the Allocation Area and will conform to the parameters, requirements and descriptions thereof set forth in the Development Agreement. State means the State of Indiana. Supplemental Indenture means an indenture supplemental to or amendatory of the Indenture, executed by the Issuer and the Trustee in accordance with the terms of the Indenture. Tax Certificate means the Tax and Arbitrage Certificate of the Issuer, dated as of March 10, 2016, executed in connection with the issuance of the Series 2016A Bonds. TIF Revenues means the property tax proceeds received by the Redevelopment Commission and pledged to the payment of the principal and interest on the Series 2016A Bonds pursuant to the Pledge Resolution, subject to certain prior or parity claims thereon, which proceeds are derived from the assessed valuation of real and certain designated depreciable personal property in the Allocation Area in excess of the assessed valuation described in IC (b)(1), as such statutory provision exists on the date of execution of the Indenture. Pursuant to the Pledge Resolution, the Redevelopment Commission has covenanted and agreed that the Series 2016A Bonds, and the pledge of TIF Revenues to the payment thereof, are Junior Subordinate Obligations under the Pledge Resolution. Trustee means Old National Wealth Management, a banking and financial institution incorporated under the laws of the United States, having its corporate trust office in Evansville, Indiana, and any successor trustee or cotrustee. Trust Estate has the meaning assigned to such term in the Granting Clauses of the Indenture, and more particularly described in this Appendix D under the heading Pledge of Trust Estate. C-6

79 Underwriter means, with respect to the Series 2016A Bonds, J.J.B. Hilliard, W.L. Lyons, LLC. Pledge of Trust Estate In order to secure the payment of the principal of and premium, if any, and interest on the Bonds according to their tenor and effect and to secure the performance and observance by the Issuer of all covenants expressed or implied in the Indenture and in any Series of Bonds, the Issuer conveys, grants, assigns, pledges and grants a security interest in, unto the Trustee, its successor or successors and its or their assigns forever, with power of sale, all and singular, the property, real and personal hereinafter described (collectively, the Trust Estate ) for the benefit of the owners of the Bonds to secure the performance of the obligations of the Issuer set forth in the Indenture, which includes: (a) All right, title and interest of the Issuer in and to the Pledged Revenues; and (b) All moneys and securities from time to time held by the Trustee in the Funds and Accounts under the terms of the Indenture (except moneys held in the Rebate Fund and except moneys or Qualified Investments deposited with the Trustee pursuant to the Indenture) and any and all other real or personal property of every name and nature from time to time hereafter by delivery or by writing of any kind conveyed, mortgaged, pledged, assigned, or transferred as and for additional security thereunder by the Issuer or by anyone on its behalf, or with their written consent to the Trustee which is 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. If the Issuer pays or causes to be paid, or there is otherwise paid or made provision for payment of, principal of and interest on the Bonds due or to become due thereon, at the times and in the manner mentioned in the Bonds, and if the Issuer pays or causes to be paid or there is otherwise paid or made provision for payment to the Owners of the outstanding Bonds of all sums of money due or to become due according to the provisions of the Indenture, and if the Issuer otherwise complies with the Indenture, then the Indenture and the rights granted by it will cease, terminate and be void; otherwise, the Indenture will be and remain in full force and effect. A. Creation of Funds and Accounts. Revenues, Funds and Accounts The Indenture establishes the following Funds and Accounts to be held by the Trustee: 1. Bond Fund; 2. Project Fund, consisting of the: (i) Series 2016A Construction Account; 3. Expense Fund, consisting of the: (i) Series 2016A Expense Account; 4. Debt Service Reserve Fund; and 5. Rebate Fund. B. Deposit of Net Proceeds of Series 2016A Bonds. The Issuer will deposit with the Trustee the Net Proceeds from the sale of the Series 2016A Bonds, which consists of an amount equal to $19,924, (which amount represents the par amount of the Series 2016A Bonds C-7

80 ($18,000,000), plus net original issue premium ($2,155,419.20), less an underwriter s discount ($107,100) to be retained by the Underwriter, and less the premiums for the Series 2016A Bond Insurance Policy and the Series 2016A Debt Service Reserve Fund Credit Facility, to be paid by the Underwriter directly to the Series 2016A Bond Insurer, for and on behalf of the Issuer ($123,524.56)). The Trustee will deposit the remaining Net Proceeds as follows: (1) $19,700,000 of such amount will be deposited into the Series 2016A Construction Account and disbursed therefrom for the purposes of paying costs of the Series 2016A Project; and (2) $224, (constituting the remainder of the Net Proceeds of the Series 2016A Bonds) will be deposited into the Series 2016A Expense Account and disbursed therefrom for the purposes of paying costs of issuance for the Series 2016A Bonds (excluding any Underwriter s discount or the premium paid to the Series 2016A Bond Insurer). C. Operation of Funds and Accounts. 1. Bond Fund. The Issuer is required to deposit into the Bond Fund, at such times prescribed in the Indenture, (a) the Pledged Revenues and (b) all other moneys received by the Trustee which are required to be deposited or which are accompanied by directions that such moneys are to be deposited into the Bond Fund, in an amount equal to the payments due on the Bonds on the next Interest Payment Date, together with all Annual Fees coming due within the next six (6) months with respect to the Bonds. Subject to the other provisions of the Indenture, the Issuer covenants and agrees that so long as any of the Bonds issued thereunder are outstanding, it will deposit, or cause to be paid to Trustee for deposit in the Bond Fund for its account, prior to 10:00 a.m., Central time, at least three (3) business days immediately preceding each Interest Payment Date, sufficient sums from revenues and receipts derived from the Pledged Revenues, promptly to meet and pay the amounts required under the Indenture. Nothing under the Indenture should be construed as requiring Issuer to deposit or cause to be paid to Trustee for deposit in the Bond Fund funds from any source other than receipts derived from the Pledged Revenues and amounts on deposit in the Debt Service Reserve Fund. In accordance with the terms of the Pledge Resolution and the Bond Ordinance, the Controller, as the fiscal officer of the Issuer and the Redevelopment Commission, will set aside the Pledged Revenues (in the amounts described in the preceding paragraph) and transfer such Pledged Revenues to the Trustee, no later than three (3) business days prior to February 1 and August 1 of each year, commencing August 1, 2016, for application in accordance with the Indenture. The Trustee is directed to deposit any Pledged Revenues so received into the Bond Fund. On or before one (1) business day before each Interest Payment Date, commencing August 1, 2016 (or on such other dates and in such manner required by the Pledge Resolution), the Trustee will deposit the Pledged Revenues, so received from the Issuer, into the Bond Fund, but no more than necessary for the payment of the principal of and interest on the Bonds on the immediately succeeding Interest Payment Date (taking into consideration any amounts currently on deposit therein), together with Annual Fees coming due within the next six (6) months. Any amounts remaining following the deposit described in the preceding sentence will be applied by the Trustee as follows: (a) first, to pay any overdue principal and interest on outstanding Bonds, with interest continuing to accrue on such overdue amounts at the stated rate on such Bonds until paid, (b) second, to be transferred into the Debt Service Reserve Fund for the purpose of replenishing the Debt Service Reserve Fund to the Reserve Requirement with respect to the Bonds, (c) third, to be transferred into the Debt Service Reserve Fund for the purpose of satisfying any Reserve Fund Reimbursement Obligation for any Reserve Fund Credit Facility, including all Credit Facility Costs, and (d) fourth, to redeem outstanding Bonds in accordance with the terms of the Indenture, or to be held as additional reserves for payment of debt service on the Bonds, as directed by the Issuer, or to be released and returned to the Issuer and used for any other purpose permitted by the Act. All moneys in the Bond Fund will be used by the Trustee solely to pay the principal of, premium, if any, and interest on the Bonds as the same becomes due at maturity or redemption, together with the Annual Fees, in that sequence or order of priority, and, thereafter, as otherwise set forth in the Indenture. If necessary, the Trustee will transmit such funds to the Paying Agent for any series of Bonds in sufficient time to insure that such interest will be paid as it becomes due. C-8

81 2. Project Fund--Series 2016A Construction Account. A portion of the Net Proceeds from the sale of the Series 2016A Bonds will be deposited with the Trustee in trust into the Series 2016A Construction Account and disbursed by the Trustee in accordance with the Indenture to pay the costs of completing the Series 2016A Project approved by the Issuer. Subject to the limitations below and any applicable conditions precedent, limitations, restrictions, representations, warranties and covenants contained in the Development Agreement, the Financing Agreement, the Indenture, or the Tax Certificate, disbursements from the Series 2016A Construction Account will be made only to pay (or to reimburse the Issuer or its designee for payment of) costs of the Series 2016A Project approved by the Issuer, as follows: a. Costs incurred directly or indirectly for or in connection with the acquisition, demolition, construction, expansion, equipping, installation or improvement of the Series 2016A Project, as the case may be, including without limitation: costs incurred with respect to preliminary planning and studies; architectural, legal, engineering, accounting, consulting, supervisory and other services; demolition; labor, services and materials; and recording of documents and title work; b. Costs incurred directly or indirectly in seeking to enforce any remedy against any contractor or subcontractor in respect of any actual or claimed default under any contract relating to the Series 2016A Project, as the case may be; and c. Any financial, legal and accounting charges and expenses or other incidental and necessary costs, expenses, fees and charges approved by the Issuer relating to the acquisition, construction, expansion, equipping, installation or improvement of the Series 2016A Project, as the case may be. Any further disbursements from the Series 2016A Construction Account described above to pay such fees, costs or expenses (or to reimburse the Issuer for the payment of such fees, costs or expenses) will be made by the Trustee only upon the written request of an Authorized Representative for the Developer, with the prior written approval of an Authorized Representative for the Issuer. The Trustee will not make any disbursements from the Series 2016A Construction Account without the prior written approval of the Issuer. Following the completion of the Series 2016A Project, the Issuer will file an Affidavit of Completion with the Trustee. If any money remains in the Series 2016A Construction Account after the filing of such Affidavit of Completion, the Issuer may direct the Trustee to disburse such remaining funds for other expenditures as permitted by law, or may direct the Trustee to transfer all such moneys to the Bond Fund. In making disbursements from the Series 2016A Construction Account, the Trustee may rely upon such invoices or other appropriate documentation supporting the payments or reimbursements without further investigation. 3. Expense Fund--Series 2016A Expense Account. The Trustee will deposit into the Series 2016A Expense Account the moneys required to be deposited therein pursuant to the Indenture. The Trustee will disburse the funds held in the Series 2016A Expense Account upon receipt of invoices or requisitions certified by an Authorized Representative of the Issuer to pay Costs of Issuance for the Series 2016A Bonds or to reimburse the Issuer for amounts previously advanced for such costs. In making disbursements from the Series 2016A Expense Account, the Trustee may rely upon such certification and invoices without further investigation. Any amounts remaining in the Series 2016A Expense Account one hundred twenty (120) days after the issuance of the Series 2016A Bonds will be transferred to the Bond Fund to be used to pay debt service on the Series 2016A Bonds, at which time the Series 2016A Expense Account may, at the direction of the Issuer, be closed. 4. Debt Service Reserve Fund. In lieu of a cash deposit, the Trustee will deposit in the Debt Service Reserve Fund the Series 2016A Debt Service Reserve Fund Credit Facility to cause the balance of the Debt Service Reserve Fund to be equal to the Debt Service Reserve Fund Requirement. C-9

82 For so long as the Series 2016A Debt Service Reserve Fund Credit Facility remains in full force and effect, the following provisions shall apply: (1) The Issuer shall repay any draws under the Series 2016A Debt Service Reserve Fund Credit Facility and pay all related reasonable expenses incurred by the Series 2016A Bond Insurer. Interest shall accrue and be payable on such draws and expenses from the date of payment by Series 2016A Bond Insurer at the Late Payment Rate. Late Payment Rate means the lesser of: (a) the greater of: (i) the per annum rate of interest, publicly announced from time to time by JPMorgan Chase Bank ( Chase ) at its principal office in the City of New York, as its prime or base lending rate ( Prime Rate ) (any change in such Prime Rate to be effective on the date such change is announced by Chase) plus 3%; and (ii) the then applicable highest rate of interest on the Series 2016A Bonds; and (b) the maximum rate permissible under applicable usury or similar laws limiting interest rates. The Late Payment Rate shall be computed on the basis of the actual number of days elapsed over a year of 360 days. In the event Chase ceases to announce its Prime Rate publicly, Prime Rate shall be the publicly announced prime or base lending rate of such national bank as the Series 2016A Bond Insurer shall specify. Repayment of draws and payment of expenses and accrued interest thereon at the Late Payment Rate (collectively, Policy Costs ) shall commence in the first month following each draw, and each such monthly payment shall be in an amount at least equal to 1/12 of the aggregate of Policy Costs related to such draw. Amounts in respect of Policy Costs paid to the Series 2016A Bond Insurer shall be credited first to interest due, then to the expenses due and then to principal due. As and to the extent that payments are made to the Series 2016A Bond Insurer on account of principal due, the coverage under the Series 2016A Debt Service Reserve Fund Credit Facility will be increased by a like amount, subject to the terms of the Series 2016A Debt Service Reserve Fund Credit Facility. All cash and investments in the Debt Service Reserve Fund allocated to the Series 2016A Bonds shall be transferred to the Bond Fund for payment of debt service on the Series 2016A Bonds before any drawing may be made on the Series 2016A Debt Service Reserve Fund Credit Facility or any other Credit Facility credited to the Debt Service Reserve Fund in lieu of cash. Payment of any Policy Costs shall be made prior to replenishment of any such cash amounts. Draws on all Credit Facilities (including the Series 2016A Debt Service Reserve Fund Credit Facility) on which there is Available Coverage shall be made on a pro rata basis (calculated by reference to the coverage then available thereunder) after applying all available cash and investments in the Debt Service Reserve Fund. Payment of Policy Costs and reimbursement of amounts with respect to other Credit Facilities shall be made on a pro rata basis prior to replenishment of any cash drawn from the Debt Service Reserve Fund. For the avoidance of doubt, Available Coverage means the coverage then available for disbursement pursuant to the terms of the applicable alternative Debt Service Reserve Fund Credit Facilities without regard to the legal or financial ability or willingness of the Credit Providers of such instrument to honor a claim or draw thereon or the failure of such provider to honor any such claim or draw. (2) If the Issuer shall fail to pay any Policy Costs in accordance with the requirements of clause (1) above, the Series 2016A Bond Insurer shall be entitled to exercise any and all legal and equitable remedies available to it, including those provided hereunder, other than: (i) acceleration of the maturity of the Series 2016A Bonds; or (ii) remedies which would adversely affect owners of the Series 2016A Bonds. (3) The Indenture shall not be discharged until all Policy Costs owing to the Series 2016A Bond Insurer shall have been paid in full. The Issuer s obligation to pay such amounts shall expressly survive payment in full of the Series 2016A Bonds. (4) The Trustee shall ascertain the necessity for a claim upon the Series 2016A Debt Service Reserve Fund Credit Facility and provide notice to the Series 2016A Bond Insurer in accordance with the C-10

83 terms of the Series 2016A Debt Service Reserve Fund Credit Facility at least three (3) business days prior to each date upon which interest or principal is due on the Series 2016A Bonds. (5) Draws under the Series 2016A Debt Service Reserve Fund Credit Facility may only be used to make payments on the Series 2016A Bonds. (6) The Series 2016A Debt Service Reserve Fund Credit Facility shall expire on the earlier of the date the Series 2016A Bonds are no longer outstanding and the final maturity date of the Series 2016A Bonds. 5. Rebate Fund. Any provision of the Indenture to the contrary notwithstanding, amounts deposited in or credited to the Rebate Fund shall be free and clear of any lien under the Indenture. If, in order to maintain the exclusion of interest on any Series of Bonds (including the Series 2016A Bonds) from gross income for federal income tax purposes under Section 103 of the Code, the Issuer is required to rebate portions of investment earnings to the United States government, the Issuer shall annually cause to be computed the amount required to be so rebated, or, if the provisions of Section 148(f)(4)(C)(vii) of the Code apply, the Issuer shall semiannually cause to be computed the amount of the penalty to be paid in lieu of rebate. Upon receipt of such computation, the Trustee shall at the direction of the Issuer deposit such amount in the Rebate Fund from the Project Fund, the Expense Fund, the Debt Service Reserve Fund or investment earnings on the Bond Fund. The Trustee shall pay required rebate or penalties from the Rebate Fund as directed by the Issuer and as required by Section 148 of the Code. Such payments shall be made by the Trustee without any further authorization or direction, other than as stated in the Indenture. E. Trust Funds. All moneys and securities received by the Trustee under the provisions of the Indenture, shall be trust funds under the terms of the Indenture and shall not be subject to lien or attachment of any creditor of the Issuer or of the Developer. Such moneys shall be held in trust and applied in accordance with the provisions of the Indenture. F. Investment of Funds and Accounts. All moneys held by the Trustee in any Fund or Account established by the Indenture may, at the written direction of the Issuer, be invested in Qualified Investments to the extent permitted by law. For so long as the Trustee is in compliance with the provisions of the Indenture, the Trustee shall not be liable for any investment losses. Investment earnings from the Bond Fund may be used for deposits into the Rebate Fund. All such investments shall at all times be a part of the fund or account in which the moneys used to acquire such investments had been deposited, and all income derived from the investment of moneys on deposit in such fund shall be deposited in or credited to and any loss resulting from such investment will be charged to the corresponding Fund from which such investment was made. Investments of moneys in the respective funds or accounts must be made so as to assure preservation of principal. Moneys in any fund or account (including the Rebate Fund) shall be invested in Qualified Investments with a maturity date, or a redemption date determined by the Issuer at the Issuer s option, which shall coincide as nearly as practicable with times at which moneys in such funds or accounts (including the Rebate Fund) will be required for the purposes thereof. The Trustee shall sell and reduce to cash a sufficient amount of such investments in the respective fund or account (including the Rebate Fund) whenever the cash balance therein is insufficient to pay the amounts contemplated to be paid therefrom at the time those amounts are to be paid. The Trustee is hereby authorized to trade with itself in the purchase and sale of securities for investments. Neither the Trustee nor the Issuer shall be liable or responsible for any loss resulting from any investment. All such investments shall be held by or under the control of the Trustee or the Issuer, as applicable, and any income resulting therefrom shall be applied in the manner specified in the Indenture. The Developer shall not be authorized or entitled to direct, or obligated to make, investments of Bond proceeds or any other funds held under the Indenture. Although the Issuer recognizes that it may obtain a broker confirmation at no additional cost, the Issuer hereby agrees that confirmations of permitted investments are not required to be issued by the Trustee for each month in which a monthly statement is rendered. No statement need by rendered for any Fund or Account if no activity occurred in such Fund or Account during such month. C-11

84 The Issuer covenants, among other things that: General Covenants of Issuer (1) it will promptly pay principal of, premium, if any, and interest on every Bond issued under the Indenture at the place, on the dates and in the manner provided in the Indenture; (2) it is duly authorized under the laws of the State of Indiana to issue the Bonds and to execute and deliver the Indenture and to pledge and assign the Pledged Revenues in the manner and to the extent set forth in the Indenture; (3) all action on its part for the issuance of the Bonds and the execution and delivery of the Indenture has been duly and effectively taken, and the Bonds in the hands of the holders and owners thereof are and will be valid and enforceable obligations of the Issuer according to the import thereof, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws, judicial decisions and principles of equity relating to or affecting creditors rights generally and subject to the valid exercise of the constitutional powers of the Issuer, the State of Indiana and the United States of America; (4) it will promptly make, execute and deliver all indentures supplemental to the Indenture and take all action deemed necessary or advisable by the Trustee, for the better securing of the Bonds; and (5) it will protect the lien created under the Indenture and all Supplemental Indentures. Parity Obligations of the Issuer Payable from Pledged Revenues. Under the Pledge Resolution, the Redevelopment Commission has reserved the right to issue or incur additional obligations payable from the TIF Revenues ranking on a parity with the pledge thereof to the Series 2016A Bonds, subject to the satisfaction of the certain conditions precedent to the issuance of Additional Junior Subordinate Obligations under the Pledge Resolution. See Parity Pledge of TIF Revenues to Payment of the Series 2016A Bonds in Appendix D hereof for a description of the provisions related to additional parity pledges of the TIF Revenues. Under the Indenture, the Issuer reserves the right to issue or incur additional obligations payable from the COIT Revenues ranking on a parity with the pledge thereof to the payment of the Series 2016A Bonds, subject to satisfaction of the same conditions contained in the Pledge Resolution that the Redevelopment Commission would be required to meet for the issuance of Additional Subordinate Obligations under the Pledge Resolution; provided, however, for so long as the Series 2016A Bond Insurance Policy is in effect, the Issuer covenants, for the benefit of the Series 2016A Bond Insurer, that it shall not grant any lien or pledge of COIT Revenues securing additional obligations (i) that is senior to the lien upon the COIT Revenues securing the Series 2016A Bonds, or (ii) that is on parity with the lien upon the COIT Revenues securing the Series 2016A Bonds, unless COIT Revenues for the previous twelve (12) month period are at least equal to one times maximum annual debt service on all obligations (including the proposed additional obligations) secured by such parity lien upon the COIT Revenues. See Parity Pledge of COIT Revenues to Payment of the Series 2016A Bonds in Appendix D hereof for a description of the provisions related to additional parity pledges of the COIT Revenues. Under the Indenture, the Issuer has covenanted that it will not issue or incur additional obligations payable from the Pledged Revenues ranking on a parity with the pledge thereof to the Series 2016A Bonds, unless the conditions described above are satisfied with respect to any such additional obligations. Tax Covenants; Issuance of Taxable Bonds To assure the continuing exclusion of the interest on any Series of Bonds (including the Series 2016A Bonds) from the gross income of the owners thereof for federal tax purposes under Section 103 of the Code, the Issuer covenants and agrees as follows: (a) It will not take any action or fail to take any action with respect to such Series of Bonds, C-12

85 that would result in the loss of the exclusion from gross income for federal tax purposes of interest on any of the Bonds pursuant to Section 103 of the Code, nor will the Issuer act in any other manner which would adversely affect such exclusion; and it will not make any investment or do any other act or thing during the period that the Bonds are outstanding which would cause any of the Bonds to be arbitrage bonds within the meaning of Section 148 of the Code, all as in effect on the date of delivery of the particular Series of Bonds. (b) The covenants are based solely on current law in effect and in existence on the date of delivery of each Series of Bonds. (c) It shall not be an Event of Default under the Indenture if the interest on any of the Bonds is not excludable from gross income for federal tax purposes or otherwise pursuant to any provision of the Code which is not currently in effect and in existence on the date of the issuance of such Series of Bonds. (d) It will rebate any necessary amounts to the United States of America to the extent required by the Code, as provided in the Indenture. Notwithstanding any other provision of the Indenture to the contrary, the foregoing covenants and authorizations (the Tax Sections ), which are designed to preserve the continuing exclusion of the interest on a Series of Bonds from the gross income of the owners thereof for federal tax purposes under Section 103 of the Code, need not be complied with if the Issuer receives an Opinion of Bond Counsel that any Tax Section is unnecessary to preserve the continuing exclusion of the interest on such Series of Bonds from the gross income of the owners thereof for federal tax purposes under Section 103 of the Code. In making any determination regarding the covenants, the Issuer may rely on an Opinion of Bond Counsel which shall be addressed to the Issuer and the Trustee. Notwithstanding any other provision of the Indenture to the contrary, the Issuer may elect to issue a Series of Bonds, the interest on which is not excludable from gross income for federal tax purposes, so long as such election does not adversely affect the exclusion from gross income of interest for federal tax purposes on any other Series of Bonds, by making such election on the date of delivery of such Series of Bonds. In such case, the Tax Sections in the Indenture will not apply to such Series of Bonds. Non-presentment of Bonds In the event any Bond shall not be presented for payment when the principal thereof becomes due, either at maturity, or at the date fixed for redemption thereof, or otherwise, if funds sufficient to pay any such Bond shall have been made available to the Trustee for the benefit of the holder or holders thereof, all liability of the Issuer to the holder 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 funds for five (5) years without liability for interest thereon, for the benefit of the holder of such Bond, who shall thereafter be restricted exclusively to such funds, for any claim of whatever nature on his part under the Indenture or on, or with respect to, such Bond. Any moneys so deposited with and held by the Trustee not so applied to the payment of Bonds within five (5) years after the date on which the same shall become due shall be repaid by the Trustee to the Issuer and thereafter Bondholders shall be entitled to look only to the Issuer for payment, and then only to the extent of the amount so repaid. Defaults and Remedies A. Events of Default. Any of the following events constitutes an Event of Default under the Indenture: (a) payment of any amount payable on the Bonds shall not be made when the same is due and payable, whether at the stated maturity thereof, or upon proceedings for the redemption thereof (unless C-13

86 such proceeding for redemption shall be conditioned upon the satisfaction of a condition precedent and such condition precedent shall not have been satisfied at the time such payment is due and payable); or (b) the Issuer shall default in the due and punctual performance of any other of the covenants, conditions, agreements and provisions contained in the Bonds or in the Indenture or any agreement supplemental thereto on the part of the Issuer to be performed, and such default shall continue for sixty (60) days after written notice specifying such default and requiring the same to be remedied shall have been given to the Issuer by the Trustee, which may give such notice in its discretion and shall give such notice at the written request of the holders of all of the Bonds then outstanding thereunder; or (c) the Issuer shall fail to apply collected Pledged Revenues as required by the Indenture. B. Remedies; Rights of Bondholders. (a) Upon the occurrence of an Event of Default, the Trustee shall notify the Series 2016A Bond Insurer and the owners of all Bonds then Outstanding of such Event of Default by registered or certified mail, and will have the following rights and remedies: (1) The Trustee may pursue any available remedy by suit at law or in equity to enforce the payment of the principal of and premium, if any, and interest on the Bonds then outstanding, or to enforce any obligations of the Issuer under the Indenture. (2) The Trustee may by action at law or suit in equity require the Issuer to account as if it were the trustee of an express trust for the holders of the Bonds and may take such action as the Trustee, being advised by counsel, deems necessary or appropriate and in the best interest of the Bondholders. (3) Upon the filing of a suit or other commencement of judicial proceedings to enforce any rights of the Trustee and of the Bondholders under the Indenture, the Trustee will be entitled, as a matter of right, to the appointment of a receiver or receivers of the Trust Estate and of the Revenues, issues, earnings, income, products and profits thereof, pending such proceedings, with such powers as the court making such appointment shall confer; provided, however, for so long as the Series 2016A Bond Insurance Policy is in full force and effect, in the event of any reorganization or liquidation plan with respect to the Issuer, the Series 2016A Bond Insurer shall have the right to vote on behalf of the holders of the Series 2016A Bonds. (b) If an Event of Default shall have occurred, upon the request of the holders of 25% or more in aggregate principal amount of all Bonds then outstanding hereunder and if indemnified as provided in the Indenture, the Trustee shall, except as otherwise provided above, be obligated to exercise one or more of the rights, remedies and powers conferred by the Indenture as the Trustee, being advised by counsel, deems most expedient in the interests of the Bondholders. (c) No right or remedy by the terms of the Indenture conferred upon or reserved to the Trustee (or to the Bondholders) is intended to be exclusive of any other right or remedy, but each and every such right or remedy shall be cumulative and shall be in addition to any other right or remedy given to the Trustee or to the Bondholders hereunder or now or hereafter existing at law or in equity or by statute. The assertion or employment of any right or remedy shall not prevent the concurrent or subsequent assertion or employment of any other right or remedy. (d) No delay or omission to exercise any right or power accruing upon any Event of Default shall impair any such right or power or shall be construed to be a waiver of any Event of Default or acquiescence therein, and every such right and power may be exercised from time to time as may be deemed expedient. (e) No waiver of any Event of Default hereunder, whether by the Trustee or by the Bondholders, shall extend to or shall affect any subsequent Event of Default or shall impair any rights or remedies consequent thereon. (f) Unless the Series 2016A Bond Insurer otherwise directs, upon the occurrence and continuation of an Event of Default or an event, which with notice or lapse of time, would constitute an Event of Default, amounts on deposit in the Project Fund shall not be disbursed, but shall instead be applied to the payment of the principal of, C-14

87 interest on and redemption premium, if any, due on the Series 2016A Bonds, whether due upon maturity, redemption or otherwise. C. Right of Bondholders to Direct Proceedings. Subject to the rights of the 2016A Bond Insurer as described in the Indenture, the Requisite Bondholders shall have the right, at any time, by an instrument or instruments in writing executed and delivered to the Trustee, to direct the time, the 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 hereunder; provided, that such direction shall not be otherwise than in accordance with the provisions of law and of the Indenture. D. Rights of the Series 2016A Bond Insurer upon Default. Notwithstanding anything in the Indenture to the contrary, for so long as the Series 2016A Bond Insurance Policy remains in full force and effect, (a) the Series 2016A Bond Insurer shall be deemed to be the sole holder of the Series 2016A Bonds for the purpose of exercising any voting right or privilege or giving any consent or direction or taking any other action that the holders of the Series 2016A Bonds are entitled to take pursuant to the Indenture, if any, (b) no grace period for a covenant default shall exceed thirty (30) days, nor be extended for more than sixty (60) days, without the prior written consent of the Series 2016A Bond Insurer, and (c) no grace period shall be permitted for payment defaults. E. Application of Moneys. (a) Upon the occurrence of an Event of Default, all moneys received by the Trustee pursuant to any right given or action taken under the provisions of the Indenture shall, after payment of the cost and expenses of the proceedings resulting in the collection of such moneys and of the expenses, liabilities and advances incurred or made by the Trustee or the Issuer, be deposited into the Bond Fund and all moneys in the Bond Fund shall be applied as follows: (1) Unless the principal of all the Bonds shall have become 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 on the Bonds, in the order of the maturity of the installments of such interest, 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 thereof, without any discriminations or privilege; SECOND: To the payment to the persons entitled thereto of the unpaid principal of and premium, if any, on the Bonds which shall have become due (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, with interest on such Bonds from the respective dates upon which they become due, 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; THIRD: To the payment of any amounts due and owing to any Credit Provider pursuant to the terms of any Credit Facility, and, if the amount available shall not be sufficient to pay in full all amounts owing to all Credit Providers, then to such payment ratably, according to the aggregate amount due under all Credit Facilities on such date, to each Credit Provider entitled thereto without any discrimination or privilege; and FOURTH: To the payment of the balance, if any, to the Issuer or to whosoever may be lawfully entitled to receive the same upon its written request, or as any court of competent C-15

88 jurisdiction may direct. (2) If the principal of all the Bonds shall have become due and payable, all such moneys shall be applied to the payment of the principal and interest then due and unpaid upon 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. (b) Whenever moneys are to be applied pursuant to the provisions of the Indenture, 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 for application and the likelihood of additional moneys becoming available for such application in the future. Whenever the Trustee shall apply such funds, it shall fix the date (which shall be an interest payment date unless it 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 dates 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 holder of any Bond until such Bond shall be presented to the Trustee for appropriate endorsement or for cancellation if fully paid. F. Remedies Vested In Trustee. All rights of action (including the right to file proof of claims) 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 the necessity of joining as plaintiffs or defendants any holders of the Bonds, and any recovery of judgment shall, subject to the provisions of the Indenture, be for the equal benefit of the holders of the outstanding Bonds. G. Rights and Remedies of Bondholders. No holder of any Bond 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 thereof or for any other remedy thereunder, unless a default has occurred of which the Trustee has been notified as provided in the Indenture, or of which, by the terms of the Indenture, it is deemed to have notice, nor unless also such default shall have become an event of default and all Bondholders shall have made written request to the Trustee and shall have offered reasonable opportunity either to proceed to exercise the powers granted in the Indenture or to institute such action, suit or proceeding in its own name, nor unless also they have offered to the Trustee indemnity as provided in the Indenture, nor unless the Trustee shall thereafter fail or refuse to exercise the powers granted in the Indenture, or to institute such action, suit or proceeding in its, his, or their own name or names. Such notification, request and offer of indemnity are declared in every case to be conditions precedent to the execution of the powers and trusts of the Indenture, and to any action or cause of action for the enforcement of the Indenture, or for any other remedy thereunder; it being understood and intended that no one or more holders of the Bonds shall have any right in any manner whatsoever to affect, disturb or prejudice the lien of the Indenture by its, his or their action or to enforce any right thereunder except in the manner therein provided, and that all proceedings at law or in equity shall be instituted, had and maintained in the manner therein provided and for the equal benefit of the holders of all Bonds then outstanding. Nothing contained in the Indenture shall, however, affect or impair the right of any Bondholder to enforce the covenants of the Issuer to pay the principal of and interest on each of the Bonds issued thereunder to the respective holders thereof at the time, place, from the source and in the manner in said Bonds expressed. H. Waivers of Events of Default. The Trustee, with the consent of the Series 2016A Bond Insurer (so long as the Series 2016A Bond Insurance Policy remains in full force and effect), may in its discretion waive any Event of Default hereunder and its consequences, and shall do so upon the written request of the holders of (1) all the Bonds then outstanding in respect of which default in the payment of principal, premium, if any, or interest exists, or (2) all Bonds then outstanding in the case of any other default; provided, however, that there shall not be waived without the consent of all C-16

89 Bondholders (a) any event of default in the payment of the principal of any outstanding Bonds at the date of maturity specified therein, or (b) any default in the payment when due of the interest on any such Bonds unless prior to such waiver or rescission, arrears of interest, with interest (to the extent permitted by law) at the rate borne by the Bonds in respect of which such default shall have occurred on overdue installments of interest or all arrears of payments of principal or premium, if any, when due, as the case may be, and all expenses of the Trustee in connection with such default shall have been paid or provided for, and in case of any such waiver or rescission, or in case any proceeding taken by the Trustee on account of any such default shall have been discontinued or abandoned or determined adversely, then and in every such case the Issuer, the Trustee and the Bondholders shall be restored to their former positions and rights hereunder, respectively, but no such waiver or rescission shall extend to any subsequent or other default, or impair any right consequent thereon. Immunity of Officers and Directors No recourse shall be had for the payment of the principal of or premium, if any, or interest on any of the Bonds or for any claim based thereon or upon any obligation, covenant or agreement in the Indenture contained against any past, present or future members, officer, directors, agents, attorneys or employees of the Issuer, or any incorporator, member, officer, director, agents, attorneys, employees or trustee of any successor corporation, as such, either directly or through the Issuer or any successor corporation, under any rule of law or equity, statute or constitution or by the enforcement of any assessment or penalty or otherwise, and all such liability of any such incorporator, members, officers, directors, agents, attorneys, employees or trustees as such is expressly waived and released as a condition of and consideration for the execution of the Indenture and issuance of such Bonds. Limitations on Obligations of Issuer The principal of and interest on the Bonds are payable solely and only from the Trust Estate (consisting of Funds and Accounts held under the Indenture and the Pledged Revenues), which are hereby specifically pledged and assigned to the payment thereof in the manner and to the extent therein specified, and nothing in the Bonds or in the Indenture should be considered as pledging any other funds or assets of the Issuer. The Bonds, and the interest payable thereon, do not and shall not represent or constitute a debt of the Issuer, the State of Indiana or any political subdivision or taxing authority thereof within the meaning of the provisions of the constitution or statutes of the State of Indiana or a pledge of the faith and credit of the Issuer, the State of Indiana or any political subdivision or taxing authority thereof. The Bonds, as to both principal and interest, are not a general obligation or liability of the Issuer, the State of Indiana or of any political subdivision or taxing authority thereof, but are special limited obligations of the Issuer and are payable solely and only from the Trust Estate (consisting of Funds and Accounts held under the Indenture and the Pledged Revenues) pledged and assigned for their payment in accordance with the Indenture. Neither the faith and credit nor the taxing power of the Issuer, the State of Indiana or any political subdivision or taxing authority thereof is pledged to the payment of the principal of or premium, if any, or the interest on the Bonds. The Bonds do not grant to the owners or holders thereof any right to have the Issuer, the State of Indiana or its General Assembly, or any political subdivision or taxing authority of the State of Indiana or the Issuer, levy any taxes or appropriate any funds for the payment of the principal of or premium, if any, or interest on the Bonds. The Issuer has no taxing power with respect to the Bonds. No covenant or agreement contained in the Bonds, the Financing Agreement, the Development Agreement or the Indenture shall be deemed to be a covenant or agreement of any member, director, officer, agent, attorney or employee of the Economic Development Commission, the Redevelopment Commission or the Issuer in his or her individual capacity, and no member, director, officer, agent, attorney or employee of the Economic Development Commission, the Redevelopment Commission or the Issuer executing the Bonds shall be liable personally on the Bonds or be subject to any personal liability or accountability by reason of the issuance of the Bonds. Under no circumstances shall the Developer or any Developer Parties be liable for making any payments due under the Indenture or on the Bonds, including any payment of principal of, premium, if any, or interest on the Bonds. C-17

90 Supplemental Indentures The Issuer and the Trustee may, with the prior written consent of the Series 2016A Bond Insurer for so long as the Series 2016A Bond Insurance Policy remains in full force and effect, but without the consent of, or notice to, any of the Bondholders enter into an indenture or indentures supplemental to 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 (b) To grant to or confer upon the Trustee for the benefit of the Bondholders any additional rights, remedies, powers or authority that may lawfully be granted to or conferred upon the Bondholders or the Trustee or any of them; or (c) To subject to the Indenture additional revenues, properties or collateral; or (d) To modify, amend or supplement the Indenture in such manner as required to permit the qualification thereof under the Trust Indenture Act of 1939, as amended, or any similar Federal statute hereafter in effect, and, if they so determine, to add to the Indenture such other terms, conditions and provisions as may be required by said Trust Indenture Act of 1939, as amended, or similar federal statute; or law; or (e) (f) To issue Additional Bonds in accordance with the provisions of the Indenture; or To achieve compliance with the Indenture with any applicable federal securities or tax (g) To make amendments to the provisions of the Indenture relating to arbitrage matters under Section 148 of the Code, if the Issuer shall provide the Trustee with an Opinion of Bond Counsel to the effect that such amendments would not cause the interest on any Bonds (excluding Bonds issued pursuant to Section 6.10(c) of the Indenture) to be included in gross income of the holders of the Bonds for federal income tax purposes; or (h) To make any other change in the Indenture which, in the judgment of the Trustee, is not to the prejudice of the Trustee, the Issuer, the Developer or the Bondholders. With the exception of Supplemental Indentures for the purposes set forth in the preceding paragraph and subject to the terms of the Indenture, and not otherwise, the Requisite Bondholders shall have the right, from time to time, anything contained in the Indenture to the contrary notwithstanding, to consent to and approve the execution by the Issuer and the Trustee of such other indenture or indentures supplemental hereto as shall be deemed necessary and desirable by the Issuer for the purpose of modifying, altering, amending, adding to or rescinding, in any particular, any of the terms or provisions contained in the Indenture or in any supplemental indenture, but only with the express written consent of the Series 2016A Bond Insurer for so long as the Series 2016A Bond Insurance Policy remains in full force and effect; provided, however, that nothing contained in the Indenture shall permit, or be construed as permitting, (a) an extension of the stated maturity date or reduction in the principal amount of, or reduction in the rate or extension of the time of paying of interest on, or reduction of any premium payable on the redemption of, any Bonds issuer hereunder, without the consent of the holder of such Bond and the consent of Series 2016A Bond Insurer for so long as the Series 2016A Bond Insurance Policy remains in full force and effect, or (b) a reduction in the amount or extension of the time of any payment required by any sinking fund applicable to any Bonds without the consent of the holders of all the Bonds which would be affected by the action to be taken and the consent of Series 2016A Bond Insurer for so long as the Series 2016A Bond Insurance Policy remains in full force and effect, or (c) the creation of any lien prior to the lien of the Indenture without the consent of the holders of all the Bonds at the time outstanding and the consent of Series 2016A Bond Insurer for so long as the Series 2016A Bond Insurance Policy remains in full force and effect, or (d) a reduction in the aforesaid aggregate principal amount of Bonds the holders of which are required to consent to any such supplemental indenture, without the consent of the holders of all the Bonds at the time outstanding which would be affected by the action to be taken and the consent of Series 2016A Bond Insurer for so long as the Series 2016A Bond Insurance Policy remains in full force and effect, C-18

91 or (e) a modification of the rights, duties or immunities of the Trustee, without the written consent of the Trustee and the consent of Series 2016A Bond Insurer for so long as the Series 2016A Bond Insurance Policy remains in full force and effect, or (f) a privilege or priority of any Bond over any other Bond without the consent of the holders of all the Bonds at the time outstanding and the consent of Series 2016A Bond Insurer for so long as the Series 2016A Bond Insurance Policy remains in full force and effect. Satisfaction and Discharge All rights and obligations of the Issuer under the Indenture shall terminate, and such instruments shall cease to be of further effect, and the Trustee shall execute and deliver all appropriate instruments evidencing and acknowledging the satisfaction of the Indenture, and shall assign and deliver to the Issuer any moneys and investments held in any Funds under the Indenture when: (a) (b) (c) all fees and expenses of the Trustee shall have been paid; all fees, expenses or other amounts due and owing to any Credit Provider shall have been paid; the Issuer shall have performed all of its covenants and promises in the Indenture; and (d) all Bonds theretofore authenticated and delivered (i) have become due and payable, or (ii) are to be retired or called for redemption under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee at the expense of the Issuer, or (iii) have been delivered to the Trustee canceled or for cancellation; and, in the case of (i) and (ii) above, there shall have been deposited with the Trustee either cash in an amount which shall be sufficient, or investments (but only to the extent that the full faith and credit of the United States of America are pledged to the timely payment thereof), the principal of and the interest on which when due will provide moneys which, together with the moneys, if any, deposited with the Trustee, shall be sufficient, to pay when due the principal or redemption price, if applicable, and interest due and to become due on the Bonds and prior to the redemption date or maturity date thereof, as the case may be. Defeasance of Bonds Any Bond shall be deemed to be paid and no longer outstanding within the meaning of the Indenture and for all purposes of the Indenture when (a) payment of the principal and interest of and premium, if any, on such Bond either (i) shall have been made or caused to be made in accordance with the terms thereof, or (ii) shall have been provided for by irrevocably depositing with the Trustee in trust and irrevocably set aside exclusively for such payment, (1) cash sufficient to make such payment, (2) non-callable Governmental Obligations, maturing as to principal and interest in such amounts and at such times as will insure the availability of sufficient moneys to make such payment, or (3) a combination of cash and such non-callable Governmental Obligations, and (b) all necessary and proper fees, compensation, indemnities and expenses of the Trustee, any Credit Provider and the Issuer pertaining to the Bonds with respect to which such deposit is made shall have been paid or the payment thereof provided for. At such time as a Bond shall be deemed to be paid hereunder, as aforesaid, such Bond shall no longer be secured by or entitled to the benefits of the Indenture, except for the purposes of any such payment from such moneys or Governmental Obligations. Notwithstanding the foregoing, no deposit under clause (a)(ii) of the immediately preceding paragraph shall be deemed payment of such Bonds as aforesaid until (a) proper notice of redemption of such Bonds shall have been previously given in accordance with the Indenture, or if the Bonds are not by their terms subject to redemption within the next succeeding sixty (60) days, until the Issuer shall have given the Trustee in form satisfactory to the Trustee irrevocable instructions to notify, as soon as practicable, the Owners of the Bonds, that the deposit required by the preceding paragraph has been made with the Trustee and that the Bonds are deemed to have been paid in accordance with the Indenture and stating the maturity or redemption date upon which moneys are to be available for the payment of the principal of and the applicable redemption premium, if any, on said Bonds, plus interest thereon to the due date thereof; or (b) the maturity of such Bonds. All moneys so deposited with the Trustee as provided in the Indenture may also be invested and reinvested, at the written direction of the Issuer, in Governmental Obligations, maturing in the amounts and at the times as C-19

92 hereinbefore set forth, and all income from all Governmental Obligations in the hands of the Trustee pursuant to the Indenture which is not required for the payment of principal of the Bonds and interest and premium, if any, thereon with respect to which such moneys shall have been so deposited shall be deposited in the Bond Fund as and when realized and collected for use and application as are other moneys deposited in the Bond Fund. Notwithstanding any provision of any other Article of the Indenture to the contrary, all moneys or Governmental Obligations set aside and held in trust pursuant to the provisions of the Indenture for the payment of Bonds (including premium thereon, if any) shall be applied to and used solely for the payment of the particular Bonds (including the premium thereon, if any) with respect to which such moneys or Governmental Obligations have been so set aside in trust. Anything in the Indenture to the contrary notwithstanding, if moneys or Governmental Obligations have been deposited or set aside with the Trustee pursuant to the Indenture for the payment of Bonds and such Bonds shall not have in fact been actually paid in full, no amendment to the provisions of the Indenture shall be made without the consent of the Owner of each Bond affected thereby. The right to register the transfer of or to exchange Bonds shall survive the discharge of the Indenture. Notwithstanding anything to the contrary set forth in the Indenture, for so long as the Series 2016A Bond Insurance Policy remains in full force and effect, the following provisions shall apply. To accomplish defeasance, the Issuer shall cause to be delivered: (i) a report of an independent firm of nationally recognized certified public accountants or such other accountant as shall be acceptable to the Series 2016A Bond Insurer ( Accountant ) verifying the sufficiency of the escrow established to pay the Series 2016A Bonds in full on the maturity or redemption date ( Verification ); (ii) an escrow deposit agreement (which shall be acceptable in form and substance to the Series 2016A Bond Insurer); (iii) an opinion of nationally recognized bond counsel to the effect that the Series 2016A Bonds are no longer outstanding under the Indenture; and (iv) a certificate of discharge of the Trustee with respect to the Series 2016A Bonds. Each Verification and defeasance opinion shall be acceptable in form and substance, and addressed, to the Issuer, the Trustee and the Series 2016A Bond Insurer. The Series 2016A Bond Insurer shall be provided with final drafts of the above-referenced documentation not less than five (5) business days prior to the funding of the escrow. Bonds shall be deemed outstanding under the Indenture unless and until they are in fact paid and retired or the above criteria are met. Trustee By executing the Indenture, the Trustee accepts the trusts and duties imposed upon it by the Indenture, and agrees to perform such trusts and duties but only upon and subject to the express terms and conditions of the Indenture. The Trustee and any successor Trustee may at any time resign from the trusts created by the Indenture by giving thirty (30) days written notice to the Issuer and by registered or certified mail to each registered owner of Bonds then outstanding as shown by the list of Bondholders required by the Indenture to be kept at the office of the Trustee and, for so long as the Series 2016A Bond Insurance Policy remains in full force and effect, to the Series 2016A Bond Insurer. Such resignation shall take effect at the end of such thirty (30) days, or upon the earlier appointment of a successor Trustee by the Bondholders or by the Issuer in accordance with the Indenture. Such notice to the Issuer may be served personally or sent by registered or certified mail. The Trustee may be removed at any time by an instrument or concurrent instruments in writing delivered to the Trustee and to the Issuer and signed by a majority in aggregate principal amount of the Bondholders and may also be removed by the Issuer (unless an Event of Default has occurred) by an instrument in writing delivered to the Trustee and signed by the Issuer, but only with the express written consent of the Series 2016A Bond Insurer for so long as the Series 2016A Bond Insurance Policy remains in full force and effect. In case the Trustee resigns or is removed, or is dissolved, or is in the course of dissolution or liquidation, or otherwise becomes incapable of acting under the Indenture, or in case it is taken under control of any public officer or officers, or of a receiver appointed by a court, a successor may be appointed by the owners of a majority in aggregate principal amount of Bonds then outstanding, by an instrument or concurrent instruments in writing signed C-20

93 by such owners, or by their attorneys-in-fact, duly authorized, a copy of which will be delivered personally or sent by registered mail to the Issuer; provided, nevertheless, that in case of such vacancy, the Issuer, by an instrument executed by one of its duly authorized officers, may appoint a temporary Trustee to fill such vacancy until a successor Trustee shall be appointed by the Bondholders in the manner above provided; and any such temporary Trustee so appointed by the Issuer shall immediately and without further act be superseded by the Trustee so appointed by such Bondholders. Every such Trustee appointed pursuant to the provisions of the Indenture shall be a trust company or bank, having a reported capital and surplus of not less than Fifty Million Dollars ($50,000,000), and, for so long as the Series 2016A Bond Insurance Policy remains in full force and effect, as shall be acceptable to the Series 2016A Bond Insurer, if there be such an institution willing, qualified and able to accept the trust upon reasonable or customary terms. Notwithstanding the foregoing, for so long as the Series 2016A Bond Insurance Policy remains in full force and effect, no successor Trustee shall be appointed by the owners of a majority in aggregate principal amount of all Bonds then outstanding without the express written consent of the Series 2016A Bond Insurer. Additional Provisions Regarding the Series 2016A Bond Insurer For so long as the Series 2016A Bond Insurance Policy remains in full force and effect, the following provisions shall apply, notwithstanding anything to the contrary set forth in the Indenture and otherwise described in this summary: (a) Definitions. (1) BAM shall mean Build America Mutual Assurance Company, or any successor thereto (also referred to herein as the Series 2016A Bond Insurer). (2) Insured Obligations shall mean the Series 2016A Bonds. (3) Issuer shall mean the City of Evansville, Indiana. (4) Policy shall mean the Municipal Bond Insurance Policy (also referred to herein as the Series 2016A Bond Insurance Policy) issued by BAM that guarantees the scheduled payment of principal of and interest on the Insured Obligations when due. (5) Security Documents shall mean the resolution, trust agreement, indenture, ordinance, loan agreement, lease agreement, bond, note, certificate and/or any additional or supplemental document executed in connection with the Insured Obligations. (b) Notice and Other Information to be given to BAM. The Issuer will provide BAM with all notices and other information it is obligated to provide (i) under its continuing disclosure agreement related to the Insured Obligations, and (ii) to the holders of Insured Obligations or the Trustee under the Security Documents. (c) Defeasance. The investments in the defeasance escrow relating to Insured Obligations shall be limited to non-callable, direct obligations of the United States of America and securities fully and unconditionally guaranteed as to the timely payment of principal and interest by the United States of America, or as otherwise may be authorized under State law and approved by BAM. At least three (3) Business Days prior to any defeasance with respect to the Insured Obligations, the Issuer shall deliver to BAM draft copies of an escrow agreement, an opinion of bond counsel regarding the validity and enforceability of the escrow agreement and the defeasance of the Insured Obligations, and a verification report (a Verification Report ) prepared by a nationally recognized independent financial analyst or firm of certified public accountants regarding the sufficiency of the escrow fund. Such opinion and Verification Report shall be addressed to BAM and shall be in form and substance satisfactory to BAM. In addition, the escrow agreement shall provide that: (1) Any substitution of securities following the execution and delivery of the escrow agreement shall require the delivery of a Verification Report, an opinion of bond counsel that such substitution will not adversely affect the exclusion (if interest on the Insured Obligations is excludable) from gross income of the holders of the Insured Obligations of the interest on the Insured Obligations for C-21

94 federal income tax purposes and the prior written consent of BAM, which consent will not be unreasonably withheld. (2) The Issuer will not exercise any prior optional redemption of Insured Obligations secured by the escrow agreement or any other redemption other than mandatory sinking fund redemptions unless (i) the right to make any such redemption has been expressly reserved in the escrow agreement and such reservation has been disclosed in detail in the official statement for the refunding bonds, and (ii) as a condition to any such redemption there shall be provided to BAM a Verification Report as to the sufficiency of escrow receipts without reinvestment to meet the escrow requirements remaining following any such redemption. (3) The Issuer shall not amend the escrow agreement or enter into a forward purchase agreement or other agreement with respect to rights in the escrow without the prior written consent of BAM. (d) Trustee and Paying Agent. (1) BAM shall receive prior written notice of any name change of the trustee (the Trustee ) or, if applicable, the paying agent (the Paying Agent ) for the Insured Obligations or the resignation or removal of the Trustee or, if applicable, the Paying Agent. Any Trustee must be (A) a national banking association that is supervised by the Office of the Comptroller of the Currency and has at least $250 million of assets, (B) a state-chartered commercial bank that is a member of the Federal Reserve System and has at least $1 billion of assets, or (C) otherwise approved by BAM in writing. (2) No removal, resignation or termination of the Trustee or, if applicable, the Paying Agent shall take effect until a successor, acceptable to BAM, shall be qualified and appointed. (e) Amendments, Supplements and Consents. BAM s prior written consent is required for all amendments and supplements to the Security Documents, with the exceptions noted below. The Issuer shall send copies of any such amendments or supplements to BAM and the rating agencies which have assigned a rating to the Insured Obligations. (1) Consent of BAM. Any amendments or supplements to the Security Documents shall require the prior written consent of BAM with the exception of amendments or supplements: (i) To cure any ambiguity or formal defect or omissions or to correct any inconsistent provisions in the transaction documents or in any supplement thereto, or (ii) To grant or confer upon the holders of the Insured Obligations any additional rights, remedies, powers, authority or security that may lawfully be granted to or conferred upon the holders of the Insured Obligations, or (iii) To add to the conditions, limitations and restrictions on the issuance of bonds or other obligations under the provisions of the Security Documents other conditions, limitations and restrictions thereafter to be observed, or (iv) To add to the covenants and agreements of the Issuer in the Security Documents other covenants and agreements thereafter to be observed by the Issuer or to surrender any right or power therein reserved to or conferred upon the Issuer. (2) Consent of BAM in Addition to Bondholder Consent. Any amendment, supplement, modification to, or waiver of, any of the Security Documents that requires the consent of holders of the Insured Obligations or adversely affects the rights or interests of BAM shall be subject to the prior written consent of BAM. C-22

95 (3) Consent of BAM in the Event of Insolvency. Any reorganization or liquidation plan with respect to the Issuer must be acceptable to BAM. In the event of any reorganization or liquidation of the Issuer, BAM shall have the right to vote on behalf of all holders of the Insured Obligations absent a continuing failure by BAM to make a payment under the Policy. (4) Consent of BAM Upon Default. Anything in the Security Documents to the contrary notwithstanding, upon the occurrence and continuance of a default or an event of default, BAM shall be entitled to control and direct the enforcement of all rights and remedies granted to the holders of the Insured Obligations or the Trustee or Paying Agent for the benefit of the holders of the Insured Obligations under any Security Document. No default or event of default may be waived without BAM s written consent. (5) BAM as Owner. Upon the occurrence and continuance of a default or an event of default, BAM shall be deemed to be the sole owner of the Insured Obligations for all purposes under the Security Documents, including, without limitations, for purposes of exercising remedies and approving amendments. (6) Consent of BAM for Acceleration. BAM s prior written consent is required as a condition precedent to and in all instances of acceleration. (7) Grace Period for Payment Defaults. No grace period shall be permitted for payment defaults on the Insured Obligations. No grace period for a covenant default shall exceed 30 days without the prior written consent of BAM. (8) Special Provisions for Insurer Default. If an Insurer Default shall occur and be continuing, then, notwithstanding anything in paragraphs (e)(1)-(5) above to the contrary, (i) if at any time prior to or following an Insurer Default, BAM has made payment under the Policy, to the extent of such payment BAM shall be treated like any other holder of the Insured Obligations for all purposes, including giving of consents, and (ii) if BAM has not made any payment under the Policy, BAM shall have no further consent rights until the particular Insurer Default is no longer continuing or BAM makes a payment under the Policy, in which event, the foregoing clause (1) shall control. For purposes of this paragraph, Insurer Default means: (A) BAM has failed to make any payment under the Policy when due and owing in accordance with its terms; or (B) BAM shall (i) voluntarily commence any proceeding or file any petition seeking relief under the United States Bankruptcy Code or any other Federal, state or foreign bankruptcy, insolvency or similar law, (ii) consent to the institution of or fail to controvert in a timely and appropriate manner, any such proceeding or the filing of any such petition, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator or similar official for such party or for a substantial part of its property, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors, or (vi) take action for the purpose of effecting any of the foregoing; or (C) any state or federal agency or instrumentality shall order the suspension of payments on the Policy or shall obtain an order or grant approval for the rehabilitation, liquidation, conservation or dissolution of BAM (including without limitation under the New York Insurance Law). (f) BAM As Third Party Beneficiary. BAM is recognized as and shall be deemed to be a third party beneficiary of the Security Documents and may enforce the provisions of the Security Documents as if it were a party thereto. (g) Claims Upon and Payment Procedure Under the Policy. In the event that principal and/or interest due on the Insured Obligations shall be paid by BAM pursuant to the Policy, the Insured Obligations shall remain outstanding for all purposes, not be defeased or otherwise satisfied and not be considered paid by the Issuer, the assignment and pledge of the trust estate and all covenants, agreements and other obligations of the Issuer to the registered owners shall continue to exist and shall run to the benefit of BAM, and BAM shall be subrogated to the rights of such registered owners including, without limitation, any rights C-23

96 that such owners may have in respect of securities law violations arising from the offer and sale of the Insured Obligations. In the event that on the second (2 nd ) business day prior to any payment date on the Insured Obligations, the Paying Agent or Trustee has not received sufficient moneys to pay all principal of and interest on the Insured Obligations due on such payment date, the Paying Agent or Trustee shall immediately notify BAM or its designee on the same business day by telephone or electronic mail, of the amount of the deficiency. If any deficiency is made up in whole or in part prior to or on the payment date, the Paying Agent or Trustee shall so notify BAM or its designee. In addition, if the Paying Agent or Trustee has notice that any holder of the Insured Obligations has been required to disgorge payments of principal of or interest on the Insured Obligations pursuant to a final, nonappealable order by a court of competent jurisdiction that such payment constitutes an avoidable preference to such holder within the meaning of any applicable bankruptcy law, then the Paying Agent or Trustee shall notify BAM or its designee of such fact by telephone or electronic mail, or by overnight or other delivery service as to which a delivery receipt is signed by a person authorized to accept delivery on behalf of BAM. The Paying Agent or Trustee shall irrevocably be designated, appointed, directed and authorized to act as attorney-in-fact for holders of the Insured Obligations as follows: (1) If there is a deficiency in amounts required to pay interest and/or principal on the Insured Obligations, the Paying Agent or Trustee shall (i) execute and deliver to BAM, in form satisfactory to BAM, an instrument appointing BAM as agent and attorney-in-fact for such holders of the Insured Obligations in any legal proceeding related to the payment and assignment to BAM of the claims for interest on the Insured Obligations, (ii) receive as designee of the respective holders (and not as Paying Agent) in accordance with the tenor of the Policy payment from BAM with respect to the claims for interest so assigned, and (iii) disburse the same to such respective holders; and (2) If there is a deficiency in amounts required to pay principal of the Insured Obligations, the Paying Agent or Trustee shall (i) execute and deliver to BAM, in form satisfactory to BAM, an instrument appointing BAM as agent and attorney-in-fact for such holder of the Insured Obligations in any legal proceeding related to the payment of such principal and an assignment to BAM of the Insured Obligations surrendered to BAM, (ii) receive as designee of the respective holders (and not as Paying Agent) in accordance with the tenor of the Policy payment therefore from BAM, and (iii) disburse the same to such holders. The Trustee shall designate any portion of payment of principal on Insured Obligations paid by BAM, whether by virtue of mandatory sinking fund redemption, maturity or other advancement of maturity, on its books as a reduction in the principal amount of Insured Obligations registered to the then current holder, whether DTC or its nominee or otherwise, and shall issue a replacement Insured Obligation to BAM, registered in the name directed by BAM, in a principal amount equal to the amount of principal so paid (without regard to authorized denominations); provided that the Trustee's failure to so designate any payment or issue any replacement Insured Obligation shall have no effect on the amount of principal or interest payable by the Issuer on any Insured Obligation or the subrogation or assignment rights of BAM. Payments with respect to claims for interest on and principal of Insured Obligations disbursed by the Paying Agent or Trustee from proceeds of the Policy shall not be considered to discharge the obligation of the Issuer with respect to such Insured Obligations, and BAM shall become the owner of such unpaid Insured Obligations and claims for the interest in accordance with the tenor of the assignment made to it under the provisions of the preceding paragraphs or otherwise. Irrespective of whether any such assignment is executed and delivered, the Issuer and the Paying Agent and Trustee agree for the benefit of BAM that: (1) They recognize that to the extent BAM makes payments directly or indirectly (e.g., by paying through the Paying Agent or Trustee), on account of principal of or interest on the Insured C-24

97 Obligations, BAM will be subrogated to the rights of such holders to receive the amount of such principal and interest from the Issuer/Obligor, with interest thereon, as provided and solely from the sources stated in the Security Documents and the Insured Obligations; and (2) They will accordingly pay to BAM the amount of such principal and interest, with interest thereon as provided in the transaction documents and the Insured Obligations, but only from the sources and in the manner provided therein for the payment of principal of and interest on the Insured Obligations to holders, and will otherwise treat BAM as the owner of such rights to the amount of such principal and interest. (h) Additional Payments. The Issuer agrees unconditionally that it will pay or reimburse BAM on demand any and all reasonable charges, fees, costs, losses, liabilities and expenses that BAM may pay or incur, including, but not limited to, fees and expenses of BAM s agents, attorneys, accountants, consultants, appraisers and auditors and reasonable costs of investigations, in connection with the administration (including waivers and consents, if any), enforcement, defense, exercise or preservation of any rights and remedies in respect of the Security Documents ( Administrative Costs ). For purposes of the foregoing, costs and expenses shall include a reasonable allocation of compensation and overhead attributable to the time of employees of BAM spent in connection with the actions described in the preceding sentence. The Issuer agrees that failure to pay any Administrative Costs on a timely basis will result in the accrual of interest on the unpaid amount at the Late Payment Rate, compounded semiannually, from the date that payment is first due to BAM until the date BAM is paid in full. Notwithstanding anything herein to the contrary, the Issuer agrees to pay to BAM (i) a sum equal to the total of all amounts paid by BAM under the Policy ( BAM Policy Payment ); and (ii) interest on such BAM Policy Payments from the date paid by BAM until payment thereof in full by the Issuer, payable to BAM at the Late Payment Rate per annum (collectively, BAM Reimbursement Amounts ) compounded semiannually. The Issuer hereby covenants and agrees that the BAM Reimbursement Amounts are payable from and secured by a lien on and pledge of the Trust Estate pledged to the Insured Obligations on a parity with debt service due on the Insured Obligations. (i) Debt Service Reserve Fund and Project Fund. (1) The prior written consent of BAM shall be a condition precedent to the deposit of any credit instrument provided in lieu of a cash deposit into the Debt Service Reserve Fund, if any. Amounts on deposit in the Debt Service Reserve Fund shall be applied solely to the payment of debt service due on the Insured Obligations. (2) Unless BAM otherwise directs, upon the occurrence and continuance of an Event of Default or an event which with notice or lapse of time would constitute an Event of Default, amounts on deposit in the Project Fund shall not be disbursed, but shall instead be applied to the payment of debt service or redemption price of the Insured Obligations. (j) Exercise of Rights by BAM. The rights granted to BAM under the Security Documents to request, consent to or direct any action are rights granted to BAM in consideration of its issuance of the Policy. Any exercise by BAM of such rights is merely an exercise of the BAM s contractual rights and shall not be construed or deemed to be taken for the benefit, or on behalf, of the holders of the Insured Obligations and such action does not evidence any position of BAM, affirmative or negative, as to whether the consent of the holders of the Insured Obligations or any other person is required in addition to the consent of BAM. (j) BAM shall be entitled to pay principal or interest on the Insured Obligations that shall become Due for Payment but shall be unpaid by reason of Nonpayment by the Issuer (as such terms are defined in the Policy) and any amounts due on the Insured Obligations as a result of acceleration of the maturity thereof in accordance with the Security Documents, whether or not BAM has received a claim upon the Policy. (k) No contract shall be entered into or any action taken by which the rights of BAM or security for or source of payment of the Insured Obligations may be impaired or prejudiced in any material respect except upon obtaining the prior written consent of BAM. C-25

98 (l) If an event of default occurs under any agreement pursuant to which any Obligation of the Issuer has been incurred or issued and that permits the holder of such Obligation or trustee to accelerate the Obligation or otherwise exercise rights or remedies that are materially adverse to the interest of the holders of the Insured Obligations or BAM, as BAM may determine in its sole discretion, then an event of default shall be deemed to have occurred under the Indenture and the related Security Documents for which BAM or the Trustee, at the direction of BAM, shall be entitle to exercise all available remedies under the Security Documents, at law and in equity. For purposes of the foregoing Obligation shall mean any bonds, loans, certificates, installment or lease payments or similar obligations that are payable and/or secured on a parity or subordinate basis to the Insured Obligations. DMS v3 C-26

99 APPENDIX D SUMMARY OF CERTAIN PROVISIONS OF DOCUMENTS RELATING TO PLEDGE OF TIF REVENUES AND COIT REVENUES

100 APPENDIX D (SERIES 2016A MEDICAL SCHOOL) SUMMARY OF CERTAIN PROVISIONS OF DOCUMENTS RELATING TO PLEDGE OF TIF REVENUES AND COIT REVENUES The following is a summary of certain provisions contained in the Master Pledge Resolution, the 2010 Obligating Action, the 2011 Obligating Action, the 2015 Refunding Obligating Action, the 2015C Obligating Action, the 2015D Obligating Action, the 2016A Obligating Action and the 2016B Obligating Action (each as defined herein) (collectively, the Redevelopment Commission Pledge Documents ) and the 2010 City Pledge Ordinance, the 2013 City Bond Ordinance and the 2015 City Bond Ordinance (each as defined herein) (collectively, the City Pledge Documents ). This summary does not purport to be a comprehensive description and is qualified in its entirety by reference to the respective Redevelopment Commission Pledge Documents and the City Pledge Documents (collectively, the Pledge Documents ) referenced herein. Capitalized terms used, but not otherwise defined in this summary, will have the meanings set forth in the respective Pledge Documents, unless otherwise defined in this Official Statement. Copies of any such Pledge Documents are available from the Issuer upon request. Master Pledge Resolution TIF REVENUES On November 5, 2008, the Evansville Redevelopment Commission (the Redevelopment Commission ) adopted Resolution 08-ERC-61 (the Master Pledge Resolution ) which when supplemented by any Obligating Action (as defined in the Master Pledge Resolution) would be the means by which it would secure payment obligations under bonds, leases or other obligations ( Secured Obligations ) on a senior first priority basis ( Senior Obligations ), a subordinate second priority basis ( Subordinate Obligations ), or a junior subordinate third priority basis ( Junior Subordinate Obligations ), as applicable, with respect to any Pledge Claim (as defined in the Master Pledge Resolution) securing any such Secured Obligations. Pledge of TIF Revenues to Payment of the Series 2016A Bonds In accordance with the terms of the Master Pledge Resolution, the Redevelopment Commission adopted Resolution No. 15-ERC-48, on September 15, 2015 (the 2016A Obligating Action ), pledging the TIF Revenues to the payment of the principal of and interest on the Series 2016A Bonds. Pursuant to Indiana Code , the pledge of TIF Revenues made in the 2016A Obligating Action and in the Master Pledge Resolution is binding from the time the pledge is made, and such TIF Revenues so pledged and thereafter received by the Redevelopment Commission are immediately subject to the lien of the pledge without any further act, with the lien of such pledge to be binding against all parties having claims of any kind, in tort, contract, or otherwise against the Redevelopment Commission, regardless of whether the parties have notice of any such lien. In the 2016A Obligating Action, the Commission has covenanted and agreed that the Series 2016A Bonds shall for all purposes be a Secured Obligation under the Master Pledge Resolution, and such Series 2016A Bonds shall be a Junior Subordinate Obligation subject to compliance with the conditions for the issuance of additional Junior Subordinate Obligations contained in D-1

101 the Master Pledge Resolution as in effect as of their issuance (particularly Section 5(C) of the Master Pledge Resolution). Outstanding Pledges of TIF Revenues The TIF Revenues have previously been, or will be, pledged by the Redevelopment Commission to certain Senior Obligations, Subordinate Obligations and Junior Subordinate Obligations, as more particularly described below. The pledge of TIF Revenues to the Series 2016A Bonds will rank on a junior subordinate third priority basis to the pledge thereof to the Senior Obligations and Subordinate Obligations described below, and will rank on a parity with the pledge thereof to the Junior Subordinate Obligations described below. 1) Senior Obligations. (a) In accordance with the terms of the Master Pledge Resolution, the Redevelopment Commission adopted Resolution No. 11-ERC-91, as amended, on December 20, 2011 (the 2011 Obligating Action ), pledging the TIF Revenues to the payment of the principal of and interest on the City of Evansville, Indiana, Taxable Economic Development Revenue Bonds, Series 2011 (the Series 2011 Bonds ). In the 2011 Obligating Action, the Commission has covenanted and agreed that the Series 2011 Bonds shall for all purposes be Secured Obligations under the Master Pledge Resolution, and such Series 2011 Bonds shall be Senior Obligations thereunder. (b) In accordance with the terms of the Master Pledge Resolution, the Redevelopment Commission adopted Resolution No. 15-ERC-23, on May 8, 2015 (the 2015 Refunding Obligating Action ), pledging the TIF Revenues to the payment of the principal of and interest on the City of Evansville, Indiana, Redevelopment District Tax Increment Refunding Revenue Bonds, Series 2015 (the Series 2015 Refunding Bonds ). In the 2015 Refunding Obligating Action, the Commission has covenanted and agreed that the Series 2015 Refunding Bonds shall for all purposes be Secured Obligations under the Master Pledge Resolution, and such Series 2015 Refunding Bonds shall be Senior Obligations thereunder. (c) In accordance with the terms of the Master Pledge Resolution, the Redevelopment Commission adopted Resolution No. 15-ERC-49, on September 15, 2015 (the 2016B Obligating Action ), authorizing the pledge of the TIF Revenues to the payment of the principal of and interest on the City of Evansville, Indiana, Economic Development Revenue Bonds, Series 2016B (Medical School Project) (the Series 2016B Bonds ), when and if issued. In the 2016B Obligating Action, the Commission has covenanted and agreed that the Series 2016B Bonds, when and if issued, will for all purposes be Secured Obligations under the Master Pledge Resolution, and such Series 2016B Bonds will be Senior Obligations thereunder, when and if issued, subject to compliance with the conditions for the issuance of additional Senior Obligations contained in the Master Pledge Resolution and the 2010 Obligating Action (as defined herein) as in effect as of issuance of the Series 2016B Bonds (particularly Section 5(A) of the Master Pledge Resolution and Section 8 of the 2010 Obligating Action). 2) Subordinate Obligations. In accordance with the terms of the Master Pledge Resolution, the Redevelopment Commission adopted Resolution No. 10-ERC-55, on April 20, 2010 (the 2010 Obligating Action ), pledging the TIF Revenues and Other Pledged Revenues (as defined in the 2010 Obligating Action, which includes COIT Revenues) to the payment of lease rentals (the 2010 Lease Rentals ) pursuant to the Lease Agreement, dated March 9, 2010 (the 2010 Lease ), between the Redevelopment Commission, as lessee, and the City of Evansville Redevelopment Authority (the Redevelopment Authority ) to be applied by the D-2

102 Redevelopment Authority to the payment of the Redevelopment Authority s Taxable Lease Rental Revenue Bonds, Series 2010B (Build America Bonds Direct Pay Option), dated May 20, 2010 and issued in the original aggregate principal amount of $116,620,000 (the Series 2010 Authority Bonds ). In the 2010 Obligating Action, the Redevelopment Commission has covenanted and agreed that the 2010 Lease and the 2010 Lease Rentals shall for all purposes be a Secured Obligation under the Master Pledge Resolution, and such 2010 Lease and the 2010 Lease Rentals shall be a Subordinate Obligation thereunder. 3) Junior Subordinate Obligations. In accordance with the terms of the Master Pledge Resolution, the Redevelopment Commission adopted Resolution No. 15-ERC-50, on September 15, 2015 (the 2015C Obligating Action ), pledging the TIF Revenues to the payment of the lease rentals (the 2015C Lease Rentals ) pursuant to the Lease Agreement (2015C), dated August 18, 2015 (the 2015C Lease ) between the Redevelopment Commission, as lessee, and the Evansville Brownfields Corp., as lessor, to be pledged and assigned by the Evansville Brownfields Corp. to the City for the purpose of paying the principal of and interest on the Series 2015C Bonds. Pursuant to Indiana Code , the pledge of TIF Revenues made in the 2015C Obligating Action and in the Master Pledge Resolution is binding from the time the pledge is made, and such TIF Revenues so pledged and thereafter received by the Redevelopment Commission are immediately subject to the lien of the pledge without any further act, with the lien of such pledge to be binding against all parties having claims of any kind, in tort, contract, or otherwise against the Redevelopment Commission, regardless of whether the parties have notice of any such lien. In the 2015C Obligating Action, the Commission has covenanted and agreed that the 2015C Lease Rentals and the 2015C Lease shall for all purposes be a Secured Obligation under the Master Pledge Resolution, and such 2015C Lease Rentals and the 2015C Lease shall be a Junior Subordinate Obligation subject to compliance with the conditions for the issuance of additional Junior Subordinate Obligations contained in the Master Pledge Resolution as in effect as of their issuance (particularly Section 5(C) of the Master Pledge Resolution). In accordance with the terms of the Master Pledge Resolution, the Redevelopment Commission adopted Resolution No. 15-ERC-51, on September 15, 2015 (the 2015D Obligating Action ), pledging the TIF Revenues to the payment of the lease rentals (the 2015D Lease Rentals and, together with the 2015C Lease Rentals, the 2015 Lease Rentals ) pursuant to the Lease Agreement (2015D), dated August 18, 2015 (the 2015D Lease and, together with the 2015C Lease, the 2015 Leases ), between the Redevelopment Commission, as lessee, and the Evansville Brownfields Corp., as lessor, to be pledged and assigned by the Evansville Brownfields Corp. to the City for the purpose of paying the principal of and interest on the Series 2015D Bonds. Pursuant to Indiana Code , the pledge of TIF Revenues made in the 2015D Obligating Action and in the Master Pledge Resolution is binding from the time the pledge is made, and such TIF Revenues so pledged and thereafter received by the Redevelopment Commission are immediately subject to the lien of the pledge without any further act, with the lien of such pledge to be binding against all parties having claims of any kind, in tort, contract, or otherwise against the Redevelopment Commission, regardless of whether the parties have notice of any such lien. In the 2015D Obligating Action, the Commission has covenanted and agreed that the 2015D Lease Rentals and the 2015D Lease shall for all purposes be a Secured Obligation under the Master Pledge Resolution, and such 2015D Lease Rentals and the 2015D Lease shall be a Junior Subordinate Obligation subject to compliance with the conditions for the issuance of additional Junior Subordinate Obligations contained in the Master Pledge Resolution as in effect as of their issuance (particularly Section 5(C) of the Master Pledge Resolution). D-3

103 Parity Pledge of TIF Revenues to Payment of the Series 2016A Bonds In its Master Pledge Resolution (specifically, Section 5(C) of the Master Pledge Resolution), the Redevelopment Commission has reserved the right to make pledges of TIF Revenues to additional Junior Subordinate Obligations (which shall be in all respects junior and subordinate to any outstanding Senior Obligations and Subordinate Obligations, and on parity with any outstanding Junior Subordinate Obligations), if the Redevelopment Commission satisfies the following conditions precedent required for the issuance of Additional Junior Subordinate Obligations under the Master Pledge Resolution (such requirements, the Additional Junior Subordinate Obligations Parity Requirements ). (1) All Debt Service with respect to all Secured Obligations shall be current to date in accordance with the terms thereof with no payment in arrears, provided, this condition shall be satisfied if any required amount is to be provided from the proceeds of such Junior Subordinate Obligations. (2) The balance with respect to the Secured Obligations in the Debt Service Account, the Debt Service Reserve Account and the Credit Account shall be equal to the respective requirements thereof, provided, this condition shall be satisfied if any required amount is to be provided from the proceeds of such Junior Subordinate Obligations. (3) The Debt Service on the proposed Junior Subordinate Obligations shall be payable on a Payment Date; provided that for any Anticipation Obligations with a maturity of two (2) years or less, interest thereon may be payable at their maturity in lieu of (or in addition to a Payment Date), which maturity date may be on any date. Parity Pledges of TIF Revenues to Future Obligations Pursuant to the Master Pledge Resolution and the terms of the respective Indentures authorizing and securing the Series 2015C Bonds, the Series 2015D Bonds and the Series 2016A Bonds, the Redevelopment Commission and the City, as applicable, have each covenanted not to issue additional obligations ranking on a parity with the 2015 Lease Rentals or the Series 2016A Bonds with respect to the pledge of TIF Revenues, unless the test described above under the caption Parity Pledge of TIF Revenues to Payment of the Series 2016A Bonds is satisfied with respect to any such additional obligations. COIT REVENUES Pledge of COIT Revenues to Payment of the Series 2016A Bonds Pursuant to Ordinance No. G , adopted by the Common Council of the City of Evansville, Indiana, on May 12, 2014 (the 2015 City Bond Ordinance ), the City has pledged the COIT Revenues to the payment of the Series 2016A Bonds, on parity with the pledge of COIT Revenues to certain prior obligations and to the payment of the 2016 Hotel Bonds (as defined herein), when and if such bonds are issued, as more particularly described below. Pursuant to Indiana Code , the pledge of COIT Revenues is binding from the time the pledge is made, and such COIT Revenues so pledged and thereafter received by the City are immediately subject to the lien of the pledge without any further act, with the lien of such pledge to be binding against all parties having claims of any kind, in tort, contract, or otherwise against the City, regardless of whether the parties have notice of any such lien. D-4

104 Outstanding Pledges of COIT Revenues The COIT Revenues have previously been pledged to the 2010 Lease Rentals securing the payment of the Series 2010 Authority Bonds, the 2015 Lease Rentals, and the 2015 Hotel Bonds (as defined herein). The pledge of COIT Revenues to the payment of the Series 2016A Bonds will be on a parity with the pledge thereof to the 2010 Lease Rentals securing the payment of the Series 2010 Authority Bonds, the 2015 Hotel Bonds, and the Lease Rentals due under the 2015 Leases, and will rank on a parity with the pledge thereof to the 2016 Hotel Bonds, when and if such bonds are issued. 1) 2010 Lease Rentals and the Series 2010 Authority Bonds. Pursuant to Ordinance No. F , adopted by the Common Council of the City on March 8, 2010 (the 2010 City Pledge Ordinance ), the City has pledged the COIT Revenues to the Redevelopment Commission. The Redevelopment Commission, in turn, pledged such COIT Revenues to the payment of the 2010 Lease Rentals under the 2010 Lease, which are to be applied by the Redevelopment Authority to the payment of the Series 2010 Authority Bonds. The Redevelopment Commission pledged the COIT Revenues to the payment of 2010 Lease Rentals pursuant to its Master Pledge Resolution, as supplemented by Resolution No. 10-ERC-55, adopted by the Redevelopment Commission on April 20, 2010 (the 2010 Obligating Action ). Pursuant to the Master Pledge Resolution and the 2010 Obligating Action, the City Controller, on behalf of the Redevelopment Commission, is required to deposit all of the COIT Revenues into a Subordinate Lease Debt Service Subaccount (Downtown Arena Project) until the balance therein equals the Lease Payments due on the next succeeding February 1 or August 1, and then, after such deposit is made, deposit the COIT Revenues into a Subordinate Lease Debt Service Reserve Subaccount (Downtown Arena Project) until the balance therein equals the then current Lease Reserve Requirement. These deposits are required to be made on a monthly basis on the last day of each calendar month, unless the City Controller has caused Pledged Tax Increment or Other Available Revenues (as such terms are defined in the Master Pledge Resolution and the 2010 Obligating Action) to be so deposited therein in advance of such required monthly deposits. 2) 2015 Hotel Bonds. Pursuant to Ordinance No. G , As Amended, adopted by the Common Council of the City of Evansville, Indiana, on September 30, 2013 (the 2013 City Bond Ordinance ), and a Trust Indenture, dated as of September 1, 2015, between the City and Old National Wealth Management, as trustee (the 2015 Hotel Indenture ), the City has pledged COIT Revenues to the payment of the City of Evansville, Indiana, Economic Development Revenue Bonds, Series 2015A (Downtown Convention Hotel Project), on a parity with the pledge of COIT Revenues to the Redevelopment Commission pursuant to the 2010 City Pledge Ordinance, and the Redevelopment Commission s pledge thereof to the 2010 Lease Rentals securing the Series 2010 Authority Bonds pursuant to the 2010 Obligating Action. 3) Lease Rentals Due Under 2015 Leases. In accordance with the 2015 City Bond Ordinance, the City has authorized the pledge of the COIT Revenues to the payment of 2015 Lease Rentals due under the 2015 Leases, on a parity with the pledge of COIT Revenues to (a) the Redevelopment Commission pursuant to the 2010 City Pledge Ordinance and the Redevelopment Commission s pledge thereof to the 2010 Lease Rentals pursuant to the 2010 Obligating Action, and (b) the payment of the 2015 Hotel Bonds pursuant to the 2013 City Pledge Ordinance and the 2015 Hotel Indenture. 4) 2016 Hotel Bonds. Pursuant to the 2013 City Bond Ordinance, the City has authorized the pledge of the COIT Revenues to the City of Evansville, Indiana, Economic Development Lease Rental Revenue Bonds, Series 2016A (Downtown Convention Hotel Project) (or other appropriate designation) (the 2016 Hotel Bonds ), when and if such bonds are issued, on a parity with the pledge of COIT Revenues to (a) the Redevelopment Commission pursuant to the 2010 City Pledge Ordinance and the Redevelopment Commission s pledge thereof to the 2010 Lease Rentals pursuant to the 2010 Obligating D-5

105 Action, (b) the payment of the 2015 Hotel Bonds pursuant to the 2013 City Pledge Ordinance and the 2015 Hotel Indenture, (c) the payment of the 2015 Lease Rentals pursuant to the 2015 City Bond Ordinance and the related Indentures, and (d) the payment of principal and interest on the Series 2016A Bonds pursuant to the 2015 City Bond Ordinance. Parity Pledge of COIT Revenues to Payment of the Series 2016A Bonds In its 2010 City Pledge Ordinance, the City has reserved the right to make additional pledges of COIT Revenues, on parity with the pledge made by the City to the Redevelopment Commission in the 2010 City Pledge Ordinance to secure the 2010 Lease Rentals under the 2010 Lease, if the City meets the same conditions contained in the Master Pledge Resolution and the 2010 Obligating Action that the Redevelopment Commission would be required to meet for the issuance of Additional Subordinate Obligations under the Master Pledge Resolution and the 2010 Obligating Action (such requirements, the Additional Subordinate Obligations Parity Requirements ). The Master Pledge Resolution (specifically, Section 5(B) of the Master Pledge Resolution) sets forth the following Additional Subordinate Obligations Parity Requirements: (1) All Debt Service with respect to all Secured Obligations shall be current to date in accordance with the terms thereof with no payment in arrears, provided, this condition shall be satisfied if any required amount is to be provided from the proceeds of such Subordinate Obligations. (2) The balance with respect to the Secured Obligations in the Debt Service Account, the Debt Service Reserve Account and the Credit Account shall be equal to the respective requirements thereof, provided, this condition shall be satisfied if any required amount is to be provided from the proceeds of such Subordinate Obligations. (3) The Debt Service on the proposed Subordinate Obligations shall be payable on a Payment Date; provided that for any Anticipation Obligations with a maturity of two (2) years or less, interest thereon may be payable at their maturity in lieu of (or in addition to a Payment Date), which maturity date may be on any date. The 2010 Obligating Action (specifically, Section 7 of the 2010 Obligating Action) adds the following supplementary Additional Subordinate Obligations Parity Requirements: (A) Compliance with Subsections 5(B)(1), (2) and (3) of the Master Pledge Resolution; and (B) The Redevelopment Commission shall have received a certificate prepared by a Certifier certifying that either: (i) The Pledged Tax Increment and Other Pledged Revenue estimated to be received in each succeeding Bond Year is at least equal to 125% of the Debt Service requirements on all outstanding Senior Obligations and Subordinate Obligations and the proposed issue of additional Subordinate Obligations, for each respective Bond Year during the remaining term of all outstanding Senior Obligations and Subordinate Obligations. In determining the Debt Service requirements on all outstanding Senior Obligations and Subordinate Obligations and the proposed issue of additional Subordinate Obligations for each such respective Bond Year, the Certifier shall reduce such Debt Service requirements by any direct payments D-6

106 to be made as a result of any election under Section 54AA of the Internal Revenue Code from the federal government related to the Obligations that are either pledged to payment of such Obligations or may be taken as a credit against the related Debt Service obligation. In estimating the Pledged Tax Increment and Other Pledged Revenue to be received in any future Bond Year, the Certifier shall base its calculation on estimates, believed by the Certifier to be reasonable, including without limitation estimates of investment earnings; provided, that in estimating the Pledged Tax Increment and Other Pledged Revenue to be received in any future Bond Year, the Certifier shall (1) base its calculations on property actually assessed or to be assessed as of the assessment date immediately preceding the issuance of the proposed additional Subordinate Obligations (provided, however, the Certifier shall adjust such assessed values for the current and future reductions of real property tax abatements granted to property owners in the Allocation Area), (2) not increase Pledged Tax Increment estimated to be received in any future Bond Year for any projected inflation in assessed values or increases in property tax rates, and (3) not increase Food and Beverage Revenue or COIT Revenue estimated to be received above the level that existed for a twelve (12) consecutive month period ending within six (6) months prior to the date of the proposed issuance of such additional Subordinate Obligations (the Test Period ); or (ii) The Pledged Tax Increment and Other Pledged Revenues estimated to be received in each succeeding Bond Year is at least equal to 135% of the Debt Service requirements on all outstanding Senior Obligations and Subordinate Obligations and the proposed issue of additional Subordinate Obligations, for each respective Bond Year during the remaining term of all outstanding Senior Obligations and Subordinate Obligations. In determining the Debt Service requirements on all outstanding Senior Obligations and Subordinate Obligations and the proposed issue of additional Subordinate Obligations for each such respective Bond Year, the Certifier shall reduce such Debt Service requirements by any direct payments to be made as a result of any election under Section 54AA of the Internal Revenue Code from the federal government related to the Obligations that are either pledged to payment of such Obligations or may be taken as a credit against the related Debt Service obligation. In estimating the Pledged Tax Increment and Other Pledged Revenue to be received in any future Bond Year, the Certifier shall base its calculation on estimates, believed by the Certifier to be reasonable, including without limitation estimates of investment earnings; provided, that in estimating the Pledged Tax Increment and Other Pledged Revenue to be received in any future Bond Year, the Certifier shall (1) base its calculations on property actually assessed or to be assessed as of the assessment date immediately preceding the issuance of the proposed additional Subordinate Obligations (provided, however, the Certifier shall adjust such assessed values for the current and future reductions of real property tax abatements granted to property owners in the Allocation Area), (2) not increase Pledged Tax Increment estimated to be received in any future Bond Year for any projected inflation in assessed values or increases in property tax rates, and (3) increase Food and Beverage Revenue and COIT Revenue estimated to be received by an amount equal to 3% above the level that existed for the Test Period for the first year after such period and further increased by 3% per annum thereafter. D-7

107 Parity Pledges of COIT Revenues to Future Obligations In the Indenture authorizing and securing the Series 2016A Bonds, the City has covenanted not to issue additional obligations ranking on a parity with the Series 2016A Bonds with respect to the pledge of COIT Revenues, unless tests substantially identical to those described above under the caption Parity Pledge of COIT Revenues to Payment of the Series 2016A Bonds are satisfied with respect to any such additional obligations. DMS v1 D-8

108 APPENDIX E FORM OF OPINION OF BOND COUNSEL

109 APPENDIX E FORM OF OPINION OF BOND COUNSEL REGARDING THE SERIES 2016A BONDS Upon the delivery of the Series 2016A Bonds, Barnes & Thornburg LLP, as bond counsel, proposes to deliver an opinion in substantially the following form: March 10, 2016 City of Evansville, Indiana Evansville, Indiana J.J.B. Hilliard, W.L. Lyons, LLC Carmel, Indiana Re: City of Evansville, Indiana, Economic Development Revenue Bonds, Series 2016A (Medical School Project) Ladies and Gentlemen: We have acted as bond counsel to the City of Evansville, Indiana (the Issuer ), in connection with the issuance by the Issuer of its Economic Development Revenue Bonds, Series 2016A (Medical School Project), dated the date hereof, in the aggregate principal amount of $18,000,000 (the 2016A Bonds ), pursuant to (i) Indiana Code and , each as amended, (ii) Resolution No. 14-EEDC-2, adopted by the City of Evansville Economic Development Commission (the Economic Development Commission ), on May 12, 2014, (iii) Resolution No. 15-ERC-48, as amended (the Pledge Resolution ) adopted by the City of Evansville Redevelopment Commission (the Redevelopment Commission ), on September 15, 2015, (iv) Ordinance No. G , adopted by the Common Council of the Issuer on May 12, 2014, and (v) the Trust Indenture (2016A), dated as of March 1, 2016 (the Indenture ), between the Issuer and Old National Wealth Management, in Evansville, Indiana, as trustee. In such capacity, we have examined such law, certifications and other documents as we have deemed necessary to render this opinion. Regarding questions of fact material to our opinion, we have relied on representations of the Issuer contained in the Indenture, the certified proceedings and other certifications of public officials furnished to us, and certifications, representations and other information furnished to us by or on behalf of the Issuer, Evansville HealthRealty, LLC (the Developer ) and others, including, without limitation, certifications contained in the tax and arbitrage certificate of the Issuer, dated the date hereof, and the Financing Agreement (2016A), dated as of March 1, 2016, between the Issuer and the Developer, without undertaking to verify the same by independent E-1

110 investigation. We have relied upon the opinion of Ziemer, Stayman, Weitzel & Shoulders, LLP, Evansville, Indiana, counsel to the Issuer, the Economic Development Commission and the Redevelopment Commission, dated the date hereof, as to the matters stated therein. We have relied upon the reports, prepared by London Witte Group, LLC, Indianapolis, Indiana, financial advisor to the Issuer, dated the date hereof, as to the matters stated therein. Based upon the foregoing, we are of the opinion that, under existing law: 1. The 2016A Bonds have been duly authorized, executed and delivered by the Issuer and are valid and binding limited obligations of the Issuer, enforceable in accordance with their terms. The 2016A Bonds are payable solely from the Trust Estate (as defined in the Indenture). 2. The Indenture has been duly authorized, executed and delivered by the Issuer and, assuming due authorization and execution by the other parties thereto, is a valid and binding obligation of the Issuer, enforceable against the Issuer in accordance with its terms. 3. Under Section 103 of the Internal Revenue Code of 1986, as amended and in effect on this date (the Code ), the interest on the 2016A Bonds is excludable from gross income for federal income tax purposes. The opinion set forth in this paragraph is subject to the condition that each of the Issuer and the Developer comply with all requirements of the Code that must be satisfied subsequent to the issuance of the 2016A Bonds in order that interest thereon be, or continue to be, excludable from gross income for federal income tax purposes. Each of the Issuer and the Developer has covenanted or represented that they will comply with such requirements. Failure to comply with certain of such requirements may cause interest on the 2016A Bonds to be included in gross income for federal income tax purposes retroactively to the date of issuance of the 2016A Bonds. 4. The interest on the 2016A Bonds is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations; however, such interest is taken into account in determining adjusted current earnings for the purpose of computing the alternative minimum tax imposed on certain corporations. 5. Interest on the 2016A Bonds is exempt from income taxation in the State of Indiana (the State ) for all purposes, except the State financial institutions tax. We express no opinion herein as to the accuracy, completeness or sufficiency of the Official Statement, dated February 24, 2016, or any other offering material relating to the 2016A Bonds. We express no opinion regarding any tax consequences arising with respect to the 2016A Bonds, other than as expressly set forth herein. With respect to the enforceability of any document or instrument, this opinion is subject to the qualifications that: (i) the enforceability of such document or instrument may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium, fraudulent conveyance and similar laws relating to or affecting the enforcement of creditors rights; (ii) the enforceability of E-2

111 equitable rights and remedies provided for in such document or instrument is subject to judicial discretion, and the enforceability of such document or instrument may be limited by general principles of equity; (iii) the enforceability of such document or instrument may be limited by public policy; and (iv) certain remedial, waiver and other provisions of such document or instrument may be unenforceable, provided, however, that in our opinion the unenforceability of those provisions would not, subject to the other qualifications set forth herein, affect the validity of such document or instrument or prevent the practical realization of the benefits thereof. This opinion is given only as of the date hereof, and we assume no obligation to revise or supplement this opinion to reflect any facts or circumstances that may hereafter come to our attention, or any changes in law that may hereafter occur. Yours truly, DMS v2 E-3

112 APPENDIX F SPECIMEN MUNICIPAL BOND INSURANCE POLICY US

113 MUNICIPAL BOND INSURANCE POLICY ISSUER: [NAME OF ISSUER] Policy No: MEMBER: [NAME OF MEMBER] BONDS: $ in aggregate principal amount of [NAME OF TRANSACTION] [and maturing on] Effective Date: Risk Premium: $ Member Surplus Contribution: $ Total Insurance Payment: $ BUILD AMERICA MUTUAL ASSURANCE COMPANY ( BAM ), for consideration received, hereby UNCONDITIONALLY AND IRREVOCABLY agrees to pay to the trustee (the Trustee ) or paying agent (the Paying Agent ) for the Bonds named above (as set forth in the documentation providing for the issuance and securing of the Bonds), for the benefit of the Owners or, at the election of BAM, directly to each Owner, subject only to the terms of this Policy (which includes each endorsement hereto), that portion of the principal of and interest on the Bonds that shall become Due for Payment but shall be unpaid by reason of Nonpayment by the Issuer. On the later of the day on which such principal and interest becomes Due for Payment or the first Business Day following the Business Day on which BAM shall have received Notice of Nonpayment, BAM will disburse (but without duplication in the case of duplicate claims for the same Nonpayment) to or for the benefit of each Owner of the Bonds, the face amount of principal of and interest on the Bonds that is then Due for Payment but is then unpaid by reason of Nonpayment by the Issuer, but only upon receipt by BAM, in a form reasonably satisfactory to it, of (a) evidence of the Owner s right to receive payment of such principal or interest then Due for Payment and (b) evidence, including any appropriate instruments of assignment, that all of the Owner s rights with respect to payment of such principal or interest that is Due for Payment shall thereupon vest in BAM. A Notice of Nonpayment will be deemed received on a given Business Day if it is received prior to 1:00 p.m. (New York time) on such Business Day; otherwise, it will be deemed received on the next Business Day. If any Notice of Nonpayment received by BAM is incomplete, it shall be deemed not to have been received by BAM for purposes of the preceding sentence, and BAM shall promptly so advise the Trustee, Paying Agent or Owner, as appropriate, any of whom may submit an amended Notice of Nonpayment. Upon disbursement under this Policy in respect of a Bond and to the extent of such payment, BAM shall become the owner of such Bond, any appurtenant coupon to such Bond and right to receipt of payment of principal of or interest on such Bond and shall be fully subrogated to the rights of the Owner, including the Owner s right to receive payments under such Bond. Payment by BAM either to the Trustee or Paying Agent for the benefit of the Owners, or directly to the Owners, on account of any Nonpayment shall discharge the obligation of BAM under this Policy with respect to said Nonpayment. Except to the extent expressly modified by an endorsement hereto, the following terms shall have the meanings specified for all purposes of this Policy. Business Day means any day other than (a) a Saturday or Sunday or (b) a day on which banking institutions in the State of New York or the Insurer s Fiscal Agent (as defined herein) are authorized or required by law or executive order to remain closed. Due for Payment means (a) when referring to the principal of a Bond, payable on the stated maturity date thereof or the date on which the same shall have been duly called for mandatory sinking fund redemption and does not refer to any earlier date on which payment is due by reason of call for redemption (other than by mandatory sinking fund redemption), acceleration or other advancement of maturity (unless BAM shall elect, in its sole discretion, to pay such principal due upon such acceleration together with any accrued interest to the date of acceleration) and (b) when referring to interest on a Bond, payable on the stated date for payment of interest. Nonpayment means, in respect of a Bond, the failure of the Issuer to have provided sufficient funds to the Trustee or, if there is no Trustee, to the Paying Agent for payment in full of all principal and interest that is Due for Payment on such Bond. Nonpayment shall also include, in respect of a Bond, any payment made to an Owner by or on behalf of the Issuer of principal or interest that is Due for Payment, which payment has been recovered from such Owner pursuant to the United States Bankruptcy Code in accordance with a final, nonappealable order of a court having competent jurisdiction. Notice means delivery to BAM of a notice of claim and certificate, by certified mail, or telecopy as set forth on the attached Schedule or other acceptable electronic delivery, in a form satisfactory to BAM, from and signed by an Owner, the Trustee or the Paying Agent, which notice shall specify (a) the person or entity making the claim, (b) the Policy Number, (c) the claimed amount, (d) payment instructions and (e) the date such claimed amount becomes or became Due for Payment. Owner means, in respect of a Bond, the person or entity who, at the time of Nonpayment, is entitled under the terms of such Bond to payment thereof, except that Owner shall not include the Issuer, the Member or any other person or entity whose direct or indirect obligation constitutes the underlying security for the Bonds.