BOENNING & SCATTERGOOD INC.

Transcription

1 NEW ISSUE BOOK-ENTRY ONLY OFFICIAL STATEMENT Rating: S & P Rated AAA negative outlook AGM insured Underlying Rating A/Stable See Rating and Municipal Bond Insurance herein. In the opinion of Bond Counsel, assuming compliance with certain covenants of the Authority, interest on the Bonds is excluded from gross income of the owners of the Bonds for federal income tax purposes under existing law, as currently enacted and construed. Interest on the Bonds is not an item of tax preference for purposes of either individual or corporate alternative minimum tax. Interest on the Bonds may be indirectly subject to corporate alternative minimum tax and certain other taxes imposed on certain corporations as more fully described under the caption Tax Exemption herein. Under the laws of the Commonwealth of Pennsylvania, as currently enacted and construed, the Bonds are exempt from personal property taxes in Pennsylvania and the interest on the Bonds is exempt from Pennsylvania personal income tax. The Authority has designated the Bonds as "qualified tax-exempt obligations" within the meaning of Section 265(b)(3) of the Code (relating to the deductibility of interest expense by certain financial institutions). $5,165,000 THE BEAVER COUNTY ECONOMIC DEVELOPMENT AUTHORITY Beaver County, Pennsylvania Guaranteed Tax Increment Revenue Refunding Bonds, Series of 2010 (Center Township Project) Dated: Date of Delivery Interest Payable: June 15 and December 15 Due: December 15, (as shown on inside front cover) First Interest Payment: June 15, 2010 The Beaver County Economic Development Authority (the "Authority") will issue its Guaranteed Tax Increment Revenue Refunding Bonds, Series of 2010 (Center Township Project) (the Bonds ) pursuant to a Trust Indenture dated as of July 15, 2004 (the "Original Indenture") between the Authority and Wells Fargo Bank N.A., as trustee (the "Trustee"), as amended and supplemented by a First Supplemental Indenture of Trust dated as of April 28, 2010 (the "First Supplemental Indenture" and, together with the Original Indenture, the "Indenture"). The Bonds will be issued as fully registered bonds, without coupons, registered in the name of Cede & Co. as registered owner and nominee for The Depository Trust Company, New York, New York ( DTC ). DTC will act as securities depository of the Bonds. Individual purchases will be made in book-entry form, in denominations of $5,000 and integral multiples thereof. So long as Cede & Co., as nominee for DTC, is the registered owner of the Bonds, references herein to the bondholders or Registered Owners (other than under the captions CONTINUING DISCLOSURE, TAX EXEMPTION and TAX MATTERS herein) shall mean Cede & Co., and shall not mean the Beneficial Owners (as hereinafter defined) of the Bonds. So long as Cede & Co. is the registered owner of the Bonds, principal of and interest on the Bonds are payable by the Trustee in its capacity as paying agent under the Indenture to Cede & Co., as nominee for DTC, which will, in turn, remit such principal and interest to the DTC Participants for subsequent disbursement to the Beneficial Owners. (See Book-Entry Only System herein). Interest on the Bonds will be transmitted by the Trustee to DTC on each June 15 and December 15, commencing June 15, Purchasers will not receive physical delivery of certificates representing their ownership interests in the Bonds purchased. For so long as any purchaser is the Beneficial Owner of a Bond, such purchaser must maintain an account with a broker or dealer who is, or acts through, a DTC Participant to receive payment of the principal of and interest on such Bonds (See THE BONDS herein). MATURITY SCHEDULE (See Inside Front Cover) Redemption: The Bonds are subject to redemption prior to their stated maturity dates as more fully described herein. Security: The Bonds will be issued in accordance with the Pennsylvania Economic Development Financing Law, 73 P.S. 371 et seq., as amended, and pursuant to, and secured under the provisions of, the Indenture described herein, which grants to the Trustee a first lien on and security interest in the TIF Revenues (as defined herein) of the Authority pledged thereunder. The Township of Center, Beaver County, Pennsylvania (the "Township") will, simultaneously with the issuance of the Bonds, issue and deliver to the Trustee the Guaranty Agreement (the Guaranty ) described herein, by and pursuant to which Guaranty the Township unconditionally and irrevocably guarantees the full and timely payment of the principal of and interest on the Bonds. THE BONDS ARE LIMITED OBLIGATIONS OF THE AUTHORITY, PAYABLE SOLELY FROM THE TRUST REVENUES PLEDGED THEREFOR UNDER THE INDENTURE OR PURSUANT TO THE GUARANTY. NEITHER THE CREDIT NOR THE TAXING POWER OF THE COUNTY OF BEAVER, THE COMMONWEALTH OF PENNSYLVANIA, THE UNITED STATES OF AMERICA OR ANY AGENCY OR POLITICAL SUBDIVISION OF ANY OF THE FOREGOING (OTHER THAN AS DESCRIBED IN THE GUARANTY AND THE COOPERATION AGREEMENT) IS PLEDGED TO PAY THE PRINCIPAL OF OR THE INTEREST ON THE BONDS. THE AUTHORITY HAS NO TAXING POWER. The scheduled payment of principal of and interest on the Bonds when due will be guaranteed under an insurance policy to be issued concurrently with the delivery of the Bonds by Assured Guaranty Municipal Corp. (formerly known as Financial Security Assurance Inc.) ( AGM or the Insurer ). The Bonds are offered for delivery when, as and if issued by the Authority and received by the Underwriter, subject to the approving legal opinion of John F. Salopek, Esquire, Aliquippa, Pennsylvania, Bond Counsel. Certain legal matters will be passed upon for the Authority by its solicitor Joseph A. Askar, Esquire, Beaver Falls, Pennsylvania, and for the Township by its solicitor McMillen, Urick, Tocci, Fouse & Jones, Aliquippa, Pennsylvania. Certain matters will be passed upon for the Underwriter by its counsel, Dinsmore & Shohl LLP, Pittsburgh, Pennsylvania. It is expected that the Bonds in definitive form will be available for delivery on or about April 28, Date: March 23, 2010 BOENNING & SCATTERGOOD INC.

2 Assured Guaranty Municipal Corp. (formerly known as Financial Security Assurance Inc.) ( AGM ) makes no representation regarding the Bonds or the advisability of investing in the Bonds. In addition, AGM 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 AGM supplied by AGM and presented under the heading Municipal Bond Insurance and Appendix D - Specimen Municipal Bond Insurance Policy. $5,165,000 THE BEAVER COUNTY ECONOMIC DEVELOPMENT AUTHORITY Beaver County, Pennsylvania Guaranteed Tax Increment Revenue Refunding Bonds, Series of 2010 (Center Township Project) MATURITY SCHEDULE Dated: Date of Delivery Due: December 15, as shown below First Interest Payment: June 15, 2010 Year Principal Amount Coupon Yield Price 12/15/2010 $445, % 0.550% /15/2011 $400, % 0.850% /15/2012 $405, % 1.200% /15/2013 $410, % 1.550% /15/2014 $420, % 1.950% /15/2015 $430, % 2.300% /15/2016 $440, % 2.750% /15/2017 $450, % 3.100% /15/2018 $465, % 3.350% /15/2019 $480, % 3.550% /15/2020 $495, % 3.700% /15/2021 $325, % 3.850% i

3 THE INFORMATION SET FORTH HEREIN HAS BEEN OBTAINED BY THE BEAVER COUNTY ECONOMIC DEVELOPMENT AUTHORITY, BEAVER COUNTY, PENNSYLVANIA (THE AUTHORITY ) FROM ITS OWN RECORDS OR FROM OTHER SOURCES IT BELIEVES TO BE RELIABLE BUT IS NOT GUARANTEED AS TO ACCURACY OR COMPLETENESS BY, AND IS NOT TO BE CONSTRUED AS A REPRESENTATION OR WARRANTY, OF THE AUTHORITY. THE INFORMATION AND EXPRESSIONS OF OPINION HEREIN ARE SUBJECT TO CHANGE WITHOUT NOTICE, AND NEITHER THE DELIVERY OF THIS OFFICIAL STATEMENT NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE ISSUER OR ANY OTHER ENTITY PROVIDING SUBSTANTIAL SECURITY PLEDGED TO THE BONDS SINCE THE DATE HEREOF. THE AUTHORITY IS THE AUTHOR OF THIS OFFICIAL STATEMENT AND IS RESPONSIBLE FOR ITS ACCURACY AND COMPLETENESS. BOENNING & SCATTERGOOD INC. (THE "UNDERWRITER") IS NOT THE AUTHOR OF THIS OFFICIAL STATEMENT. IN ACCORDANCE WITH ITS RESPONSIBILITIES UNDER THE FEDERAL SECURITIES LAWS, THE UNDERWRITER IS REQUIRED TO REVIEW THE INFORMATION IN THIS OFFICIAL STATEMENT AND MUST HAVE A REASONABLE BASIS FOR ITS BELIEF IN THE ACCURACY AND COMPLETENESS OF THE OFFICIAL STATEMENT S KEY REPRESENTATIONS. THE OFFICIAL STATEMENT, INCLUDING THE FRONT COVER AND OTHER FRONTISPAGES HEREOF AND THE APPENDICES ATTACHED HERETO (IF ANY), DOES NOT CONSTITUTE AN OFFERING OF ANY SECURITY OTHER THAN THE BONDS SPECIFICALLY OFFERED HEREBY. NO DEALER, BROKER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED BY THE AUTHORITY OR THE UNDERWRITER TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS OFFICIAL STATEMENT AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY EITHER OF THE FOREGOING. THIS OFFICIAL STATEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY, NOR SHALL THERE BE ANY SALE OF THE BONDS, BY ANY PERSON IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL FOR SUCH PERSON TO MAKE SUCH OFFER, SOLICITATION OR SALE. THE BONDS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 NOR HAS THE INDENTURE BEEN QUALIFIED UNDER THE TRUST INDENTURE ACT OF 1939 IN RELIANCE UPON EXEMPTIONS CONTAINED IN SUCH ACTS. THE REGISTRATION OR QUALIFICATION OF THE BONDS IN ACCORDANCE WITH APPLICABLE PROVISIONS OF SECURITIES LAWS OF THE STATES IN WHICH THE BONDS HAVE BEEN REGISTERED OR QUALIFIED AND THE EXEMPTION FROM REGISTRATION OR QUALIFICATION IN THE OTHER STATES CANNOT BE REGARDED AS A RECOMMENDATION THEREOF. NEITHER THESE STATES NOR ANY OF THEIR AGENCIES HAVE PASSED UPON THE MERITS OF THE BONDS OR THE ACCURACY OR COMPLETENESS OF THIS OFFICIAL STATEMENT. ANY REPRESENTATION TO THE CONTRARY MAY BE A CRIMINAL OFFENSE. IN CONNECTION WITH THIS OFFERING, THE UNDERWRITER MAY OVER-ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE BONDS AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME WITHOUT NOTICE. No quotations from or summaries or explanations of the provisions of laws or documents herein purport to be complete, and reference is made to such laws and documents for full and complete statements of their provisions. This Official Statement is not to be construed as a contract or agreement between the Issuer and the purchasers or holders of any of the Bonds. Any statements made in this Official Statement involving estimates or matters of opinion, whether or not expressly so stated, are intended merely as estimates or matters of opinion and not as representations of fact. The front cover and other frontispages hereof, including this page, and all Appendices attached hereto (if any) are part of this Official Statement. ii

4 TABLE OF CONTENTS INTRODUCTION...1 THE AUTHORITY...2 THE BONDS...2 REDEMPTION OF THE BONDS...6 THE PROJECT...7 COMPUTATION OF THE BOND ISSUE...8 SOURCES OF REVENUES AND SECURITY FOR THE BONDS...8 TOWNSHIP GUARANTY...9 THE INDENTURE...9 EXPLANATION OF TAX INCREMENT FINANCING...12 HISTORICAL TAX COLLECTION INFORMATION...13 BONDHOLDERS RISKS...13 TAX EXEMPTION AND OTHER MATTERS...14 NOT ARBITRAGE BONDS...16 NO-LITIGATION CERTIFICATE...17 LEGALITY...17 LEGAL INVESTMENT STATUS...17 NEGOTIABILITY...17 THE TRUSTEE...17 BOND RATING...18 MUNICIPAL BOND INSURANCE...18 UNDERWRITING...20 FINANCIAL ADVISOR...20 CONTINUING DISCLOSURE...20 OTHER...22 APPENDIX A Township of Center APPENDIX B Debt Service Schedule APPENDIX C 2009 Municipal Annual Audit and Financial Report APPENDIX D Specimen Municipal Bond Insurance Policy The Table of Contents does not list all of the subjects in this Official Statement, and in all instances reference should be made to the complete Official Statement to determine the subjects set forth herein. No significance should be attached to the particular order in which subjects are set forth in this Official Statement. Page iii

5 THE AUTHORITY Members of the Board Donn Wuycik... Chairman Michael McDonald... Vice Chairman Robert J. Colalella...Secretary/Treasurer David Atcheson...Member Ronald Churchin...Member Diane Zack Buchanan...Member Bernard Strauss...Member Authority Address th Avenue Beaver Falls, PA TOWNSHIP OF CENTER Board of Supervisors Bill DiCioccio, Jr.... Chairman Dr. Michael Sisk... Vice Chairman Richard George...Supervisor George Warzynski...Supervisor Lesa Mastrofrancesco...Supervisor Rachael DelTondo...Township Secretary Frank Vescio...Township Liaison Township Address 224 Center Grange Road Aliquippa, PA AUTHORITY SOLICITOR Joseph A. Askar, Esquire Beaver Falls, Pennsylvania TOWNSHIP SOLICITOR McMillen, Urick, Tocci, Fouse & Jones Aliquippa, Pennsylvania BOND COUNSEL John F. Salopek, Esquire Aliquippa, Pennsylvania UNDERWRITER Boenning & Scattergood Inc. Pittsburgh, Pennsylvania UNDERWRITER S COUNSEL Dinsmore & Shohl LLP Pittsburgh, Pennsylvania FINANCIAL ADVISOR TO THE AUTHORITY Financial Services, Inc. Pittsburgh, Pennsylvania TRUSTEE Wells Fargo Bank N.A. Pittsburgh, Pennsylvania iv

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7 OFFICIAL STATEMENT relating to $5,165,000 THE BEAVER COUNTY ECONOMIC DEVELOPMENT AUTHORITY Beaver County, Pennsylvania Guaranteed Tax Increment Revenue Refunding Bonds, Series of 2010 (Center Township Project) INTRODUCTION This Official Statement of The Beaver County Economic Development Authority (the Authority ) which includes the cover page, the inside front cover and all other front pages hereof and the appendices hereto provides information relating to the Authority and its $5,165,000 Guaranteed Tax Increment Revenue Refunding Bonds, Series of 2010 (Center Township Project) (the Bonds ). The Bonds will be issued in accordance with the Municipality Authorities Act (56 Pa. C.S.A et seq.) (the Act ) as amended and the Tax Increment Financing Act (53 P.S et seq.) as amended (the TIF Act ), and pursuant to the provisions of a Trust Indenture (the "Original Indenture") dated as of July 15, 2004 between the Authority and Wells Fargo Bank N.A., Pittsburgh, Pennsylvania, as trustee thereunder (said bank acting in such capacity, and any successor in the trust, being called herein the Trustee ), as amended and supplemented by a First Supplemental Indenture of dated as of April 28, 2010 (the First Supplemental Indenture and together with the Original Indenture, the Indenture. The Bonds will be issued to provide funds for and toward a project (the Project ), consisting of: (1) the current refunding of all of the outstanding aggregate principal amount of the $5,360,000 The Beaver County Economic Development Authority Guaranteed Tax Increment Revenue Bonds, Series of 2004 (Center Township Project), issued to fund, inter alia, the costs of planning, design and construction of public infrastructure improvements to redevelop a certain redevelopment site within the Township of Center; (2) funding a debt service reserve fund with respect to the Bonds; and (3) paying a portion of the costs of issuing the Bonds. The issuance and delivery of the Bonds and the execution and delivery of the First Supplemental Indenture by the Authority are authorized pursuant to the Act and a resolution of the Board of the Authority (the Board ) duly adopted on March 11, 2010 (the Resolution ). The Bonds will be payable from, and secured by the pledge and assignment to the Trustee of, the TIF Revenues (hereinafter defined) to be received by the Authority pursuant to (i) the certain Cooperation Agreement dated as of July 15, 2004 (the TIF Agreement ), as amended on April 28, 2010, an intergovernmental cooperation agreement entered into by and among the Authority, the Township of Center (the "Township"), the County of Beaver (the "County") and the Central Valley School District, successor to the Center Area School District (the School District ) and (ii) any payment made by the Township pursuant to the Township s guaranty of the Bonds (the Guaranty ). 1

8 Under the Guaranty, the Township unconditionally guarantees the full and timely payment of the principal of and interest on the Bonds and in respect thereof has pledged its full faith, credit and taxing power, including the power to levy therefor ad valorem taxes, unlimited as to rate or amount, upon all taxable real estate within the boundaries of the Township. (See Township Guaranty herein). Pursuant to the provisions of the Indenture, if on any interest payment date the moneys on hand from revenues received under the TIF Agreement are insufficient to pay the debt service due on the Bonds on such date, such deficiency will be met by drawing on the Debt Service Reserve Fund and the Township, pursuant to the Guaranty, will be required to restore the moneys so drawn from the Debt Service Reserve Fund within eleven months after such draw. The issuance and delivery of the Guaranty by the Township is authorized pursuant to Title 53, Part VII, Subpart B, of the Pennsylvania Consolidated Statutes (53 Pa.C.S to 8285), known as the Local Government Unit Debt Act ( Debt Act ), by an ordinance of the Township (the Ordinance ) duly enacted on March 23, 2010, by its Board of Township Supervisors (the Board of Supervisors ). The Authority is authorized to enter into the TIF Agreement and to pledge the revenues to be derived therefrom (the TIF Revenues ) to the Bonds, pursuant to the TIF Act. THE AUTHORITY The Authority is a body corporate and politic, constituting and instrumentality of the Commonwealth of Pennsylvania (the "Commonwealth") having been duly organized by the County of Beaver, pursuant to provisions of the Act. Under the Act, the Authority is authorized to, among other things, acquire, hold, construct, own, finance and lease, as lessee or lessor, certain projects, including facilities which promote any of the public purposes of the Act. The Authority is authorized by the Act to issue the Bonds, to enter into and perform its obligations under the Indenture. The Authority expects, from time to time, to issue other series of bonds to finance various other permitted projects under the Act. Each of such bond issues will be payable solely from the trust revenues derived by the Authority from such other project for which such bonds were issued and will be secured separately and distinctly from the Bonds. THE BONDS ARE LIMITED OBLIGATIONS OF THE AUTHORITY, PAYABLE SOLELY FROM THE TRUST REVENUES PLEDGED THEREFOR UNDER THE INDENTURE OR PURSUANT TO THE GUARANTY. NEITHER THE CREDIT NOR THE TAXING POWER OF THE COUNTY OF BEAVER, THE COMMONWEALTH, THE UNITED STATES OF AMERICA OR ANY AGENCY OR POLITICAL SUBDIVISION OF ANY OF THE FOREGOING (OTHER THAN AS DESCRIBED IN THE GUARANTY AND THE COOPERATION AGREEMENT) IS PLEDGED TO PAY THE PRINCIPAL OF, OR THE INTEREST ON, THE BONDS. THE AUTHORITY HAS NO TAXING POWER. General THE BONDS The Bonds will be issued in the aggregate principal amount of $5,165,000, will be initially dated, and will bear interest accruing on the basis of a 360 day year consisting of twelve 30-day months from, date of delivery and will bear such interest at the rates, and mature (subject to the provisions for optional and mandatory redemption contained therein as hereinafter described) on the dates and in the aggregate principal amounts set forth on the inside front cover hereof. 2

9 The Bonds are issuable only in fully registered form, without coupons, and in denominations of $5,000 principal amount or any integral multiple thereof within a maturity. The principal of and premium, if any, and interest on the Bonds are payable, in such coin or currency of the United States as at the time and place of payment is legal tender for the payment of public and private debts at the Designated Corporate Trust Office of the Trustee. The term Designated Corporate Trust Office of the Trustee as used herein means any corporate trust office of the Trustee or affiliated banking institution or trust company acting in its behalf designated from time to tune by the Trustee as the place at which principal of or interest on Bonds is to be payable or at which Bonds are to be presented for payment, transfer (or exchange, to the extent such designation is permissible under Pennsylvania law. Interest on the Bonds is payable on June 15, 2010, and on each June 15 and December 15 thereafter prior to maturity or prior redemption, and at maturity or prior redemption. The principal of and premium, if any, on the Bonds are payable at maturity or prior redemption. Interest on the Bonds (other than accrued interest payable as part of the redemption price of a Bond, or portion thereof, called for redemption prior to maturity) will be paid when due by check drawn on and mailed by the Trustee to the persons entitled to receive the same. Principal of the Bonds and, in the case of Bonds or portions of Bonds redeemed prior to maturity, any redemption premium and interest payable upon such redemption as part of the redemption price thereof, will be paid when due to the persons entitled to receive the same upon presentation and surrender of the applicable Bonds at the Designated Corporate Trust Office of the Trustee Pursuant to the terms of the Indenture, the Trustee will act as the paying agent for the Authority in respect of the Bonds and also as registrar and transfer agent in respect of the Bonds. As registrar and transfer agent the Trustee will maintain the books for the registration of ownership of the Bonds (the Bond Register ). Unless payment of such interest is in default, the person in whose name a Bond was registered at the close of business of the Trustee on the Record Date (as hereinafter defined) corresponding to a particular interest payment date will be the person entitled to receive the regularly scheduled interest thereon payable on such interest payment date notwithstanding any transfer or exchange thereof subsequent to such Record Date, and the check by which such interest is to be paid as aforesaid will be mailed by the Trustee to such person at his address as it appeared in the Bond Register at the time of said close of business on said Record Date, notwithstanding any subsequent change of address. In the case of interest the payment of which is in default, such interest will be payable to the persons in whose names the applicable Bonds are registered as of the close of business on a special record date for the payment of such interest, established by the Trustee in accordance with the terms of the Bonds and the Indenture. The Record Date corresponding to any particular interest payment date for the Bonds is the first day (whether or not a business day) of the calendar month in which such interest payment date falls. The person entitled to receive the principal of a Bond at or after maturity, or to receive the redemption price thereof upon its prior redemption, is the person in whose name such Bond is registered at the time such Bond is duly presented for payment to the Trustee. To the extent not inconsistent with such procedures as are described in the Bonds, the Indenture or this Official Statement, the activities of the Trustee in respect of the payment of Bond principal and interest, the issuance, registration, transfer and exchange of Bonds and any redemption of Bonds, and all other actions of the Trustee in connection with the carrying out of its duties as trustee under the Indenture, as Bond registrar and transfer agent or as Paying Agent, will be performed in accordance with the established procedures of the Trustee in effect from time to time for bonds of the type of the Bonds. 3

10 Book-Entry Only System The following description of DTC and the procedures and record keeping with respect to beneficial ownership interests in the Bonds, payment of principal, interest and other payments on the Bonds to Direct Participants, Indirect Participants or Beneficial Owners, confirmation and transfer of beneficial ownership interest in such Bonds and other related transactions by and between DTC, the Direct Participants, the Indirect Participants and the Beneficial Owners is based solely on information provided by DTC, and the Authority assumes no responsibility therefore. Accordingly, no representations can be made concerning these matters and neither the Direct Participants, the Indirect Participants nor the Beneficial Owners should rely on the following information with respect to such matters but should instead confirm the same with DTC or the Direct Participants or the Indirect Participants, as the case may be. The Depository Trust Company ( DTC ), New York, New York, will act as securities depository for the Bonds. The Bonds will be issued as fully-registered securities in the name of Cede & Co. (DTC s partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully registered Bond Certificate will be issued for each maturity of the Bonds, in the aggregate principal amount of the Bonds, and will be deposited with DTC. DTC 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 securities that its participants ( Direct Participants ) deposit with DTC. DTC also facilitates the settlement among Direct Participants of securities transactions, such as transfers and pledges, in deposited securities through electronic computerized book-entry changes in Direct Participants accounts, thereby eliminating the need for physical movement of securities certificates. Direct Participants include securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is owned by a number of its Direct Participants and by the New York Stock Exchange LLC, the American Stock Exchange, Inc., and the National Association of Securities Dealers, Inc. Access to the DTC system is also available to others such as securities brokers and dealers, banks, and trust companies that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly ( Indirect Participants ). The Rules applicable to DTC and its Participants are on file with the Securities and Exchange Commission. Purchases of Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the Bonds on DTC s records. The ownership interest of each actual purchaser of each Bond ( Beneficial Owner ) is in turn to be recorded on the Direct and Indirect Participants records. Beneficial Owners will not receive written confirmation from DTC of their purchase, but Beneficial Owners are expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Bonds are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in Bonds, except in the event that use of the book-entry system for the Bonds is discontinued. To facilitate subsequent transfers, all Bonds deposited by Direct Participants with DTC are registered in the name of DTC s partnership nominee, Cede & Co. or such other name as may be requested by an authorized representative of DTC. The deposit of Bonds with DTC and their registration in the name of Cede & Co. or such other nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Bonds; DTC s records reflect only the identity of the Direct Participants to whose account such Bonds are credited, which may or may not be the Beneficial Owners. The Direct or 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. 4

11 Redemption notices shall be sent to DTC. If less than all of the Bonds are being redeemed, DTC s practice is to determine by lot the amount of the interest of each Direct Participant in such issue to be redeemed. Neither DTC nor Cede & Co. (or such other DTC nominee) will consent or vote with respect to Bonds. Under its usual procedures, DTC mails an Omnibus Proxy to the Authority as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co. s consenting or voting rights to those Direct Participants to whose accounts the Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy). Principal and interest payments on the Bonds will be made to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC). DTC s practice is to credit Direct Participants accounts, upon DTC s receipt of funds and corresponding detail information from the Trustee or Authority 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 Authority, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of principal and interest to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the Authority 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. DTC may discontinue providing its services as securities depository with respect to the Bonds at any time by giving reasonable notice in writing to the Authority or the Trustee. Under such circumstances, in the event that a successor securities depository is not obtained, Bond Certificates will be printed and delivered. The Authority may decide to discontinue use of the system of book-entry transfers through DTC (or a successor securities depository). In that event, Bond Certificates will be printed and delivered. The above information concerning DTC and DTC s book-entry system has been obtained from sources that the Authority and the Underwriters believe to be reliable, but the Authority and the Underwriters take no responsibility for the accuracy thereof. Each person for which a Participant acquires an interest in the Bonds, as nominee, may desire to make arrangements with such Participant to receive a credit balance in the records of such Participant, and may desire to make arrangements with such Participant to have all notices of redemption or other communications to DTC, which may affect such persons, to be forwarded in writing by such Participant and to have notification made of all interest payments. NEITHER THE AUTHORITY NOR THE TRUSTEE WILL HAVE ANY RESPONSIBILITY OR OBLIGATION TO SUCH PARTICIPANTS OR THE PERSONS FOR WHOM THEY ACT AS NOMINEES WITH RESPECT TO THE BONDS. So long as Cede & Co. is the registered owner of the Bonds, as nominee for DTC, references herein to the Bondholders or Registered Owners of the Bonds (other than under the captions CONTINUING DISCLOSURE, TAX EXEMPTION and TAX MATTERS herein) shall mean Cede & Co., as aforesaid, and shall not mean the Beneficial Owners of the Bonds. When reference is made to any action which is required or permitted to be taken by the Beneficial Owners, such reference shall only relate to those permitted to act (by statute, regulation or otherwise) on behalf of such Beneficial Owners for such purposes. When notices are given, the Trustee shall send them to DTC only. For every transfer and exchange of the Bonds, the Beneficial Owner may be charged a sum sufficient to cover any tax, fee or other governmental charge that may be imposed in relation thereto. 5

12 REDEMPTION OF THE BONDS Optional Redemption The Bonds maturing on or after June 15, 2016 shall be subject to redemption prior to maturity, at the option of the Authority, in whole or in part on June 15, 2015, or on any date thereafter, in any order of maturity as selected by the Authority, in both cases upon payment of 100% of the par value of such Bonds together with interest accrued to the date set for redemption. Mandatory Redemption The Bonds are not subject to mandatory redemption. Method of Selecting Bonds or Portions Thereof for Redemption by Lot Whenever less than all the outstanding Bonds of a particular maturity are to be called for redemption in a particular instance, the Trustee will (for the purposes of selecting which Bonds or portions of Bonds are to be so called) deem each outstanding Bond of such maturity to be that number of bonds of $5,000 principal amount which equals the principal amount of such Bond divided by $5,000. In the case of a Bond of denomination greater than $5,000, such a process may result in a portion thereof being selected for redemption and a portion not being so selected. In such circumstances, when the Bond is duly presented to the Trustee for payment of the redemption price for the redeemed portion thereof, the Trustee will both pay such redemption price and deliver to the registered owner of the Bond a new Bonds of like tenor in authorized denominations equal in the aggregate principal amount to that of the unredeemed portion of the Bond so tendered and in exchange therefor. Notice of Redemption The Trustee will give notice of any redemption by first-class mail, postage prepaid, mailed not less than thirty (30) nor more than sixty (60) days prior to the date fixed for redemption to each registered owner of Bonds to be redeemed at his or her registered address then appearing in the Bond Register. Such notice will be given in the name of the Authority, will identify the Bonds to be redeemed (and, in the case of partial redemption of any Bonds, the respective principal amounts thereof to be redeemed), will specify the date fixed for such redemption and the redemption prices, will state that on and after such date the Bonds (or portions) so called for redemption will be payable at the principal corporate trust office of the Trustee and will state that on such date interest on such Bonds (or portions) will forever cease to accrue whether or not such Bonds are then presented for payment (or payment and exchange). Notice having been so given, or waived, and provision having been made for such redemption from funds on deposit with the Trustee, no interest on the portions of Bonds so called for redemption will accrue on or after the date fixed for redemption, and the holders or registered owners of the Bonds any portions of which are so called for redemption will have no security, benefit or lien under the Indenture on or after such date in respect of such portions or any other right in respect thereof except to receive payment of the appropriate redemption price (together with Bonds issued in respect of unredeemed portions thereof) upon presentation and surrender of such Bonds. If at the time of such notice of redemption the Authority has not deposited with the Trustee for such purpose moneys sufficient to redeem all the Bonds so called for redemption, such notice may state that it is (and thereby be made) conditional upon deposit of the redemption moneys with the Trustee not later than the opening of business of the Trustee on the date fixed for redemption, and if such condition is stated therein such notice will be of no effect unless such moneys are so deposited. 6

13 THE PROJECT The Project consists of (1) the current refunding of all of the outstanding aggregate principal amount of $5,360,000 The Beaver County Economic Development Authority Guaranteed Tax Increment Revenue Bonds, Series of 2004 (Township of Center Project) (the "Prior Bonds"), issued to fund, inter alia, the costs of planning, design and construction of public infrastructure improvements to redevelop a certain redevelopment site within the Township of Center (as further described below); (2) funding a debt service reserve fund with respect to the Bonds; and (3) paying a portion of the costs of issuing the Bonds. Pursuant to the provisions of the TIF Act, the Redevelopment Authority of Beaver County designated an approximately 70-acre site located off State Route 18 in the Township (the "Site") as a TIF District within the meaning of the TIF Act. The Redevelopment Authority of Beaver County then entered into a Cooperation Agreement with The Beaver County Economic Development Authority, designating the Authority as agent of the Redevelopment Authority of Beaver County for the purpose of issuing bonds and authorizing and directing The Beaver County Economic Development Authority to prepare a plan for the proposed public improvements within the meaning of the TIF Act. The public improvements financed by the Prior Bonds included construction of two roads of nearly one-half mile, together with all other supporting infrastructure, which were dedicated to the Township upon completion and acceptance. The road system and associated underground utilities opened the 70-acre tract to development by providing a new signalized intersection at PA Route 18 as well as a roadway connecting to an adjacent retail center. At the time of the issuance of the Prior Bonds, The Authority expected development and construction of approximately 390,000 square feet of retail, restaurant and hotel space at the Site through private funding. To date, approximately 350,000 square feet of retail, restaurant and hotel space at the Site has been constructed. In addition to the roads, certain Township water lines and sanitary sewer lines were relocated to service the additional acreage made accessible by the public improvements, and additional storm water management and a means for services of natural gas, electricity and telephone are now provided. The public improvements constructed included roadway improvements, water line extensions including water mains, service connections, fire hydrants and other necessary facilities as well as sanitary and storm sewer connecting lines. All development was conducted in strict accordance with all laws, ordinances, resolutions, regulations, requirements of the United States, the Commonwealth, the County and the Township and any agencies thereof. Said improvements were dedicated to the Township and its respective municipal authorities for acceptance by each. 7

14 COMPUTATION OF THE BOND ISSUE Sources Total Bond Redemption and Improvement Fund $188, Debt Service Reserve Fund 527, Bond Proceeds 5,165, Original Issue Discount (2,120.90) Accrued Interest - Total $5,879, Uses Guarantee Fee $150, Debt Reserve Fund Surety 21, Bond Redemption 5,445, Cost of Issuance (1) 249, Accrued Interest - Miscellaneous 12, Total $5,879, (1) Includes underwriter s discount, insurance premium, legal fees and expenses, printing, rating, Trustee fee, CUSIP and miscellaneous fees. SOURCES OF REVENUES AND SECURITY FOR THE BONDS The Bonds are limited obligations of the Authority, payable solely from the Trust Revenues pledged therefor under the Indenture or pursuant to the Guaranty. Neither the credit nor the taxing power of the County of Beaver, the Commonwealth of Pennsylvania, the United States of America or any agency or political subdivision of any of the foregoing (other than as described in the Guaranty and the Cooperation Agreement) is pledged to pay the principal of, or the interest on, the Bonds. The Authority has no taxing power. The primary source of payment for the Bonds will be the TIF Revenues pledged by the Township, the School District and the County (collectively, the Taxing Bodies ) under the TIF Agreement (collectively, the Pledged Revenues ). This pledge of revenues will be governed by the TIF Agreement, which is an intergovernmental cooperation agreement entered into by and among the Taxing Bodies and the Authority. The difference in the amount of real estate taxes attributed to the property within the TIF District (hereinafter defined) prior to development of the area and the amount of the real estate taxes attributed to such property commencing the year after development at the Base Year s millage rate constitutes the increment of real estate taxes (the TIF Revenues ) which will be available to pay debt service on the Bonds. Increased taxes attributable to future millage increases by each Taxing Body following the Base Year millage rates for each property will not become revenues of the TIF District and will remain with each Taxing Body and will not be available for this issue of Bonds, except as they might become available on account of the Guaranty. The Bonds are also secured by the Guaranty of the Township (see Township Guaranty below), and a Debt Service Reserve Fund which will be funded from Bond Proceeds. Funds on deposit in the Debt Service Reserve Fund will be applied by the Trustee toward payment of principal and interest, from time to time, becoming payable on the Bonds and outstanding under the Indenture, to the extent that the Debt Service Fund is insufficient for such purposes. (See THE INDENTURE-Debt Service Reserve Fund herein). 8

15 TOWNSHIP GUARANTY Pursuant to the Guaranty, which will be delivered to the Trustee at Closing, the Township will guarantee the full and timely payment of the principal of, and interest on, the Bonds. In the event that the Authority fails to pay the full amount of the principal of, and interest on, all Bonds when due, then the Township will immediately pay, or cause to be paid, the full unpaid amount of such due principal and interest to the registered owners of the Bonds entitled to receive the same; provided, however, that to the extent moneys are on deposit in the Debt Service Reserve Fund, such moneys will be drawn upon first to make such principal and/or interest payments. The Township will be obligated to restore the amount drawn from the Debt Service Reserve Fund within eleven months. For the full and timely payment of the same, the Township pledges, by and in the Guaranty, its full faith, credit and taxing power. The Township and the Authority will also enter into an agreement pursuant to which, among other things, (i) the Authority will agree to reimburse the Township for payments made under the Guaranty (but only from TIF revenues to the extent available) and (ii) the Township will be granted certain rights in the event the Guaranty is called upon; provided, however, that in no event will such agreement diminish the Township s obligations under the Guaranty nor will it create any liability to the Authority beyond the TIF Revenues and the trust estate pledged under the Indenture. THE INDENTURE Certain pertinent provisions of the Indenture have been summarized below. Some of these provisions, together with certain other provisions thereof, have been summarized elsewhere in this Official Statement. All such summaries are qualified by reference to the Indenture for a full and complete statement of their provisions. Copies of the Indenture in reasonable quantity may be obtained from the Trustee. Capitalized words and phrases used in this section, if not otherwise defined herein, are used in this section with the meanings given them in the Indenture. Revenue Fund All TIF Revenues derived by the Authority, along with any other moneys required to be deposited therein in accordance with the Indenture, will be deposited and held in the Revenue Fund, in trust, until disbursed pursuant to the Indenture. On June 10, 2010 and on each June 10 and December 10 thereafter (or on the next succeeding business day if such day is not a business day) the Trustee will transfer or disburse moneys from the Revenue Fund in the order and priority as follows: First: to the Debt Service Fund, the amounts required to pay principal of and interest on the Bonds, including mandatory sinking fund redemptions, on the next succeeding interest payment date; Second: if such date is in December, to the Authority for deposit in the Administration Account for the purpose of paying the annual Administrative Expenses of the Authority including but not limited to all trustee fees and expenses of the Bond issue as they become due; Third: to the Debt Service Reserve Fund, the amounts, if any, required to maintain the balance therein at a level equal to the Debt Service Reserve Requirement (hereinafter defined); Fourth: if such date is in December, to the Township, an amount equal to payments made by the Township under the Guaranty and not previously reimbursed; and Fifth: if such date is in December, to the Bond Redemption Fund, the amount equal to the amount, if any, remaining after subtracting the sum of all withdrawals made on such date for deposits to the Debt Service Fund, the Administration Account and the Debt Service Reserve Fund and for payments to the Township on account of repaying Guaranty payments. 9

16 Debt Service Fund There will be created under the Indenture a special fund to be known as the Debt Service Fund, which will be held in trust by the Trustee until applied as provided in the Indenture. On June 10, 2010 and on each June 10 and December 10 thereafter (or on the next succeeding business day if such date is not a business day) so long as any Bonds remain outstanding, the Trustee shall withdraw from the Revenue Fund and from the Debt Service Reserve Fund and the Bond Redemption Fund as required, and deposit in the Debt Service Fund, an amount sufficient to bring the balance therein equal to the scheduled principal and interest payments due the next succeeding June 15 or December 15, as the case may be, on the Bonds, and any Additional Bonds, at the time Outstanding (taking into account any mandatory sinking fund redemption of Bonds and Additional Bonds). The Trustee will pay the principal of and interest on Bonds as due, including the redemption price of Bonds called for redemption pursuant to mandatory sinking fund redemption from the Debt Service Fund. Debt Service Reserve Fund There will be created under the Indenture a special fund to be known as the Debt Service Reserve Fund which will otherwise be held in trust by the Trustee until applied as provided in the Indenture. Concurrently with the issuance of the Bonds and delivery of the Closing Statement to the Trustee, the Trustee will deposit in the Debt Service Reserve Fund amount set forth in the Closing Statement, which will be a sum equal to the maximum annual debt service on the Bonds. The Debt Service Reserve Fund will be maintained at no less than the amount of the aforementioned initial deposit while any Bond remains outstanding under the Indenture (the Debt Service Reserve Requirement ). In the event Authority issues Additional Bonds while the Bonds remain outstanding under the Indenture, the Debt Service Reserve Requirement will be increased to a level equal to the maximum annual debt service on all Bonds and Additional Bonds then outstanding under the Indenture (or to such lesser amount as may be necessary to comply with the Code). The Debt Service Reserve Fund will be held by the Trustee and will be used solely for the purpose of paying principal of and interest on outstanding Bonds and Additional Bonds when due and payable, whenever there are insufficient moneys for such purposes in the Debt Service Fund. If, for any reason, the value of the Permitted Investments, as such term is defined in the Indenture, on deposit in the Debt Service Reserve Fund is at any time less than the Debt Service Reserve Requirement then and in that event, the Township is required under the Guaranty to deposit within eleven months the amount necessary to restore the amount held in the Debt Service Reserve Fund to the Debt Service Reserve Requirement, unless such deficiency may be satisfied from funds available in the Bond Redemption Fund as provided in the Indenture. Interest earned on investments in the Debt Service Reserve Fund will be transferred to the Debt Service Fund, except as required to restore the Debt Service Reserve Fund to its required amount. The Debt Service Reserve Fund Requirement for the 2010 Bonds will be satisfied by a Municipal Bond Debt Service Reserve Policy (the Reserve Policy ) issued by Assured Guaranty Municipal Corp. The Reserve Policy, if utilized, covers failure to pay principal of the 2010 Bonds on their respective stated maturity dates, or dates on which the same shall have been called for mandatory sinking fund redemption, and not on any other date on which the 2010 Bonds may have been accelerated, and cover the failure to pay an installment of interest on the stated date of its payment. Bond Redemption Fund There will be created under the Indenture a special fund to be known as the Bond Redemption Fund into which the amounts described under Revenue Fund will be deposited after all other requirements are met. Such moneys will be held in trust by the Trustee until applied as hereinafter provided. Moneys available in the Bond Redemption Fund will be applied, but only at the request of the Authority, to the purchase, at not more than 100% of principal amount ( par ) together with accrued interest to the purchase date, or to the optional redemption (to the extent subject to optional redemption at par), of the Bonds. 10