Citigroup. Book-Entry Only

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1 NEW ISSUE Book-Entry Only $18,560,000 The Industrial Development Authority Of The City Of Branson, Missouri Limited Obligation Tax Increment Revenue Bonds, Series 2005A (Branson Landing Retail Project) NOT RATED Dated: Date of Delivery Due: See Inside Cover The Limited Obligation Tax Increment Revenue Bonds, Series 2005A (Branson Landing - Retail Project) (the Series 2005A Bonds ) are being issued by The Industrial Development Authority of the City of Branson, Missouri (the Authority ) pursuant to a Trust Indenture dated as of August 1, 2005 (the Indenture ), between the Authority and Commerce Bank, N.A., Kansas City, Missouri, as trustee (the Trustee ). Proceeds of the Series 2005A Bonds will be used to (i) fund the Project Costs described herein, (ii) fund a debt service reserve account for the Series 2005A Bonds, (iii) fund capitalized interest on the Series 2005A Bonds and (iv) pay the costs of issuance of the Series 2005A Bonds. The Series 2005A Bonds are special, limited obligations of the Authority, payable solely from (i) Pledged Revenues, (ii) proceeds of the Series 2005A Bonds on deposit under the Indenture, and (iii) amounts in the Series 2005A Account of the Debt Service Reserve Fund and other sources as described herein and as provided in the Indenture. See the section herein captioned SECURITY FOR THE SERIES 2005A BONDS. The Series 2005A Bonds are issuable only as fully registered bonds and, when issued, will be registered in the name of Cede & Co., as nominee for The Depository Trust Company ( DTC ), New York, New York, which will act as securities depository for the Series 2005A Bonds. Purchases of beneficial interests in the Series 2005A Bonds will be made in book-entry only form, in denominations of integral multiples of $5,000. So long as Cede & Co. is the registered owner of the Series 2005A Bonds, purchasers of beneficial interests in the Series 2005A Bonds ( Beneficial Owners ) will not receive certificates representing their interests in the Series 2005A Bonds, payments of the principal of, premium, if any, and interest on the Series 2005A Bonds will be made directly to DTC or Cede & Co., and references herein to the owners of the Series 2005A Bonds shall mean Cede & Co. See the section herein captioned THE SERIES 2005A BONDS Book-Entry Only System. Interest on the Series 2005A Bonds will be payable semiannually on June 1 and December 1 in each year, beginning on December 1, The Series 2005A Bonds are subject to redemption prior to maturity in certain circumstances as described herein. In the opinion of Gilmore & Bell, P.C., Bond Counsel, under existing law and assuming continued compliance with certain requirements of the Internal Revenue Code of 1986, as amended, the interest on the Series 2005A Bonds (including any original issue discount properly allocable to an owner thereof) is excluded from gross income for federal and Missouri income tax purposes and is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations. The Series 2005A Bonds have not been designated as qualified tax-exempt obligations within the meaning of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended. See the section herein captioned TAX MATTERS and the form of Opinion of Bond Counsel attached hereto as APPENDIX F. THE SERIES 2005A BONDS ARE SPECIAL, LIMITED OBLIGATIONS OF THE AUTHORITY AND DO NOT CONSTITUTE A GENERAL OBLIGATION OF THE AUTHORITY, THE CITY, THE STATE OF MISSOURI (THE STATE ) OR ANY POLITICAL SUBDIVISION THEREOF, AND DO NOT CONSTITUTE AN INDEBTEDNESS OF THE AUTHORITY, THE CITY, THE STATE, OR ANY POLITICAL SUBDIVISION THEREOF WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY PROVISION OR LIMITATION. NEITHER THE FULL FAITH AND CREDIT NOR THE TAXING POWER OF THE CITY, THE STATE OR ANY POLITICAL SUBDIVISION THEREOF IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF OR INTEREST ON THE SERIES 2005A BONDS. THE ISSUANCE OF THE SERIES 2005A BONDS SHALL NOT, DIRECTLY, INDIRECTLY OR CONTINGENTLY, OBLIGATE THE CITY, THE STATE OR ANY POLITICAL SUBDIVISION THEREOF TO LEVY ANY FORM OF TAXATION THEREFOR OR TO MAKE ANY APPROPRIATION FOR THEIR PAYMENT. THE AUTHORITY HAS NO TAXING POWER. AN INVESTMENT IN THE SERIES 2005A BONDS INVOLVES A HIGH DEGREE OF RISK, AND PROSPECTIVE PURCHASERS SHOULD READ THE SECTION HEREIN CAPTIONED BONDOWNERS RISKS. THE SERIES 2005A BONDS MAY NOT BE SUITABLE INVESTMENTS FOR ALL PERSONS AND PROSPECTIVE PURCHASERS SHOULD CAREFULLY EVALUATE THE RISKS AND MERITS OF AN INVESTMENT IN THE SERIES 2005A BONDS, CONFER WITH THEIR OWN LEGAL AND FINANCIAL ADVISORS AND BE ABLE TO BEAR THE RISK OF LOSS OF THEIR INVESTMENT IN THE SERIES 2005A BONDS BEFORE CONSIDERING A PURCHASE OF THE SERIES 2005A BONDS. The Series 2005A Bonds are offered when, as and if issued by the Authority and accepted by the Underwriter, subject to the approval of legality by Gilmore & Bell, P.C., Kansas City, Missouri, Bond Counsel, and certain other conditions. Certain legal matters will be passed upon for (i) the Authority and the City by Gilmore & Bell, P.C., Kansas City, Missouri, (ii) the Developer by Husch & Eppenberger, LLC, Springfield, Missouri, and (iii) the Underwriter by Bryan Cave LLP, St. Louis, Missouri. It is expected that the Series 2005A Bonds will be available for delivery through the facilities of DTC on or about August 18, Citigroup The date of this Official Statement is August 8, 2005.

2 MATURITY SCHEDULE $18,560,000 THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF BRANSON, MISSOURI LIMITED OBLIGATION TAX INCREMENT REVENUE BONDS SERIES 2005A (BRANSON LANDING - RETAIL PROJECT) TERM BONDS $7,590,000 Term Bonds due June 1, 2021, 5.250% Price: % $10,970,000 Term Bonds due June 1, 2029, 5.500% Price: % COLUMBIA CAPITAL MANAGEMENT, LLC FINANCIAL ADVISOR

3 REGARDING USE OF THIS OFFICIAL STATEMENT No dealer, broker, salesman or other person has been authorized by the Authority, the City, the Underwriter, or the Developer 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 any of the foregoing. Statements contained in this Official Statement which involve estimates, forecasts or matters of opinion, whether or not expressly so described herein, are intended solely as such and are not to be construed as a representation of fact. The information set forth herein has been obtained from the Authority, the City, the Developer and other sources believed to be reliable, but is not guaranteed as to accuracy or completeness. The Underwriter has reviewed the information in this Official Statement in accordance with, and as part of its responsibilities to investors, under the Federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriter does not guarantee the accuracy or completeness of such information. The information and expressions of opinion contained 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 Authority, the City or the Developer since the date hereof. IN CONNECTION WITH THE OFFERING OF THE SERIES 2005A BONDS, THE UNDERWRITER MAY OVER ALLOT OR EFFECT TRANSACTIONS THAT STABILIZE OR MAINTAIN THE MARKET PRICE OF THE SERIES 2005A BONDS AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. THE SERIES 2005A BONDS HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR HAS THE INDENTURE BEEN QUALIFIED UNDER THE TRUST INDENTURE ACT OF 1939, AS AMENDED, IN RELIANCE UPON EXEMPTIONS CONTAINED IN SUCH ACTS. IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE PROJECT AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THESE BONDS HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY BOARD. 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. Cautionary Statements Regarding Forward-Looking Statements in this Official Statement Certain statements included or incorporated by reference in this Official Statement constitute forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995, Section 2E of the United States Securities Exchange Act of 1934, as amended, and Section 27A of the United States Securities Act of 1933, as amended. Such statements are generally identifiable by the terminology used, such as plan, expect, estimate, anticipate, projected, budget, or other similar words. THE ACHIEVEMENT OF CERTAIN RESULTS OR OTHER EXPECTATIONS CONTAINED IN SUCH FORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS WHICH MAY CAUSE ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS DESCRIBED TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. NEITHER THE AUTHORITY NOR ANY OTHER PARTY PLANS TO ISSUE ANY UPDATES OR REVISIONS TO THOSE FORWARD-LOOKING STATEMENTS IF OR WHEN THEIR EXPECTATIONS ARE REALIZED, OR IF OR WHEN THE EVENTS, CONDITIONS OR CIRCUMSTANCES UPON WHICH SUCH STATEMENTS ARE BASED OCCUR.

4 TABLE OF CONTENTS INTRODUCTION... 1 Purpose of the Official Statement...1 The Authority...1 The City...2 The District...2 The Series 2005A Bonds...2 Additional Bonds...2 Tax Increment Financing...2 Security for the Series 2005A Bonds...3 Bondowners Risks...3 Consultant Report...3 The Underwriter...4 Continuing Disclosure...4 Definitions, Summaries of Documents and Additional Information...4 TAX INCREMENT FINANCING... 4 The Redevelopment Project...4 Approval of Redevelopment Plan...4 PILOTS and EATS...5 THE DISTRICT... 5 Formation of the District...5 Transportation District Sales Tax...6 THE SERIES 2005A BONDS... 6 General...6 Interest Rates...7 Redemption...7 Payment and Discharge...8 Book-Entry-Only System...9 SECURITY FOR THE SERIES 2005A BONDS Limited Special Obligations...11 Sources of Payment - Pledged Revenues...11 No Pledge of Real or Personal Property...12 Additional Bonds...12 Application of Pledged Revenues...12 Series 2005A Debt Service Reserve Account...13 Other Collateral Pledged to Secure the Series 2005A Bonds...13 PLAN OF FINANCE Purpose of the Series 2005A Bonds...14 Sources and Uses of Bond Funds...14 CONSULTANT REPORT Consultant Report...15 PROJECTED PLEDGED REVENUES AND DEBT SERVICE COVERAGE Projected Pledged Revenues and Debt Service Coverage...16 THE DEVELOPER Developer Overview...17 THE REDEVELOPMENT PROJECT Overview...17 Master Lease...17 Construction of the Redevelopment Project...18 Other Redevelopment Project Financings...19 Construction Lending...19 Architectural Design...19 Construction Contractors...20 Summary of Sales and Leases...20 i

5 Management...23 Estimated Pledged Revenues and Projected Impact on the Series 2005A Bonds of the Mandatory/ Super Sinker Redemption Provisions...24 Competition...24 THE AUTHORITY Organization and Powers...25 Members and Officers...25 Indebtedness of the Authority...25 THE CITY BONDOWNERS RISKS Nature of the Obligations...26 Consultant Report and Financial Projections...26 Non-Appropriation...26 Termination of Tax Increment Financing...27 Limited Pledge Equal to TDD Revenues...27 Limited Duration of Pledge of Conditionally Allotted TIF Revenues...27 Financial Feasibility of the Redevelopment Project...27 The Manager...27 The Convention Center...28 No Covenant of Continuous Operation...28 Reliance on the Developer, Tenants and Subsequent Property Owners...28 No Mortgage of the Project...28 Failure to Maintain Levels of Assessed Valuation...28 Risks of Public Improvements and Road Access...29 Risks of Landscaping, Physical Environment and Ongoing Maintenance...29 Tax Increment Financing Litigation...29 Additional Bonds...29 Risks Associated with Tourism Industry...29 Changes in State and Local Tax Laws...30 Reductions in State and Local Tax Rates...30 Limitations on Remedies...30 Changes in Economic and Market Conditions...30 Factors Affecting Economic Activity Tax Revenues...31 Availability of Debt Service Reserve Fund...31 Determination of Taxability...32 Lack of Rating and Market for the Series 2005A Bonds...32 Early Redemption of certain Series 2005A Bonds...32 Forward-Looking Statements...32 LITIGATION The Authority...33 The City...33 The Developer...33 Tax Increment Financing Litigation...33 FINANCIAL ADVISOR LEGAL MATTERS TAX MATTERS Opinion of Bond Counsel...34 Original Issue Discount Bonds...34 Other Tax Consequences...35 CONTINUING DISCLOSURE CERTAIN RELATIONSHIPS UNDERWRITING NO RATINGS MISCELLANEOUS ii

6 APPENDIX A - INFORMATION REGARDING THE CITY OF BRANSON, MISSOURI APPENDIX B - CONSULTANT REPORT APPENDIX C - DEFINITIONS AND SUMMARIES OF THE INDENTURE, THE FINANCING AGREEMENT AND THE CONTINUING DISCLOSURE AGREEMENTS APPENDIX D - SUMMARY OF THE REDEVELOPMENT AGREEMENT APPENDIX E - SUMMARY OF TAX INCREMENT FINANCING APPENDIX F - FORM OF BOND COUNSEL OPINION (Remainder of this page intentionally left blank) iii

7 OFFICIAL STATEMENT $18,560,000 THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF BRANSON, MISSOURI LIMITED OBLIGATION TAX INCREMENT REVENUE BONDS SERIES 2005A (BRANSON LANDING - RETAIL PROJECT) INTRODUCTION The following introductory statement is subject in all respects to more complete information contained elsewhere in this Official Statement. The order and placement of materials in this Official Statement, including the Appendices, are not to be deemed to be a determination of relevance, materiality or relative importance, and this Official Statement, including the cover page and the Appendices, must be considered in its entirety. The offering of the Series 2005A Bonds to potential investors is made only by means of the entire Official Statement. For definitions of certain capitalized terms used herein and not otherwise defined, see APPENDIX C hereto. Purpose of the Official Statement The purpose of this Official Statement is to furnish information relating to (1) The Industrial Development Authority of the City of Branson, Missouri (the Authority ), (2) the City of Branson, Missouri (the City ), (3) the Authority s Limited Obligation Tax Increment Revenue Bonds, Series 2005A (Branson Landing - Retail Project) in the original principal amount of $18,560,000 (the Series 2005A Bonds ) and (4) the Redevelopment Project. The Redevelopment Project, as further described herein, is a mixed use redevelopment project which will include retail, restaurants, hotels, condominiums, a convention center, town square, boardwalk, parking facilities and related infrastructure improvements, located within the City and to be developed by HCW Development Company, L.L.C., a Missouri limited liability company either directly, or through its affiliates (with HCW Development Company L.L.C., together with its successors and assigns, including any lender who succeeds HCW Development Company, L.L.C., or its affiliates, collectively referred to herein as the Developer ). See the sections herein captioned THE DEVELOPER, and THE REDEVELOPMENT PROJECT. THIS OFFICIAL STATEMENT IS FURNISHED SOLELY FOR THE PURPOSE OF CONSIDERATION OF AN INVESTMENT IN THE SERIES 2005A BONDS BY SOPHISTICATED INVESTORS WITH THE EXPERIENCE AND FINANCIAL EXPERTISE TO UNDERSTAND AND EVALUATE THE RISKS INHERENT IN THE INVESTMENT. THE SERIES 2005A BONDS ARE UNRATED. PURCHASE OF THE SERIES 2005A BONDS WILL CONSTITUTE AN INVESTMENT SUBJECT TO SIGNIFICANT RISKS, INCLUDING THE RISK OF NONPAYMENT OF PRINCIPAL AND INTEREST AND THE LOSS OF ALL OR PART OF THE INVESTMENT. THERE CAN BE NO ASSURANCE THAT THE REDEVELOPMENT PROJECT WILL BE DEVELOPED AND COMPLETED IN A TIMELY AND SUCCESSFUL MANNER OR THAT THE PLEDGED REVENUES GENERATED FROM ACTIVITY WITHIN THE REDEVELOPMENT PROJECT AREAS (DEFINED HEREIN) WILL BE SUFFICIENT TO PAY THE PRINCIPAL OF, PREMIUM, IF ANY, AND INTEREST ON THE SERIES 2005A BONDS. SEE THE SECTION HEREIN CAPTIONED SECURITY FOR THE SERIES 2005A BONDS. PROSPECTIVE PURCHASERS SHOULD CAREFULLY EVALUATE THE RISKS AND MERITS OF AN INVESTMENT IN THE SERIES 2005A BONDS, CONFER WITH THEIR OWN LEGAL AND FINANCIAL ADVISORS AND BE ABLE TO BEAR THE RISK OF LOSS OF THEIR INVESTMENT IN THE SERIES 2005A BONDS BEFORE CONSIDERING A PURCHASE OF THE SERIES 2005A BONDS. SEE THE SECTION HEREIN CAPTIONED BONDOWNERS RISKS. The Authority The Authority is a public corporation, duly organized and existing under the laws of the State of Missouri, including particularly the Industrial Development Corporations Act, Chapter 349 of the Revised Statutes of Missouri, as amended (the IDA Act ). The Authority is authorized under the IDA Act, among other things, to (i) finance all or any part of the costs of projects (as defined in the IDA Act), (ii) issue its bonds to finance such projects and to refund 1

8 its outstanding bonds, and (iii) pledge the income and revenues to be received with respect to such projects sufficient for the payment of such bonds and the interest thereon. For further information concerning the Authority, see the section herein captioned THE AUTHORITY. The City The City is a fourth-class city and political subdivision of the State of Missouri (the State ). The City is located in Taney County, Missouri, approximately 35 miles from Springfield, Missouri. The City has a population of approximately 7,500 residents. See APPENDIX A for certain economic and demographic information regarding the City. The Series 2005A Bonds are not a general, special or limited obligation of the City and are payable solely from the revenues described in this Official Statement. The information regarding the City contained in APPENDIX A should not be construed as an indication that the Series 2005A Bonds are payable from any source other than such revenues as described in this Official Statement. See the section herein captioned SECURITY FOR THE SERIES 2005A BONDS. The District The Branson Landing Transportation Development District (the District ) is a transportation development district, and a political subdivision of the State, formed under the TDD Act. Pursuant to the TDD Act, the District is authorized to levy a sales tax for the purpose of paying all or any part of the cost of any project under the TDD Act. The Circuit Court of Taney County, Missouri, declared the District organized on March 17, The District was formed for the purpose of financing a portion of the public improvements included in the Redevelopment Project. For further information concerning the District, see the section herein captioned THE DISTRICT. The Series 2005A Bonds The Authority will issue the Series 2005A Bonds pursuant to a Trust Indenture, dated as of August 1, 2005 (the Indenture ), between the Authority and Commerce Bank, N.A., Kansas City, Missouri (the Trustee ) for the purpose of providing funds to (a) fund Project Costs (as defined herein), (b) fund a debt service reserve account for the Series 2005A Bonds, (c) fund capitalized interest on the Series 2005A Bonds and (d) pay the costs of issuance of the Series 2005A Bonds. See the section herein captioned PLAN OF FINANCE. Specific Project Costs to be funded from the proceeds of the Series 2005A Bonds include a portion of the costs of construction of an approximately 64,500-square-foot store, restaurant and marina by the Developer to be leased to Bass Pro Shops (the Project ). A description of the Series 2005A Bonds is contained under the caption THE SERIES 2005A BONDS and a description of the security for the Series 2005A Bonds is contained under the caption SECURITY FOR THE SERIES 2005A BONDS. All references to the Series 2005A Bonds are qualified in their entirety by the definitive form thereof and the provisions with respect thereto included in the Indenture. Additional Bonds The Indenture permits the issuance of bonds secured on a parity with the Series 2005A Bonds upon compliance with certain covenants and conditions, including satisfaction of a debt service coverage test and the funding of a separate account within the Debt Service Reserve Fund. Such bonds are referred to herein as Additional Bonds. The Series 2005A Bonds and any Additional Bonds are referred to herein collectively, the Bonds. Additional Bonds will be secured on a parity with the Series 2005A Bonds only with respect to Pledged Revenues. Additional Bonds will not be entitled to the benefit of any moneys in the Series 2005A Account of the Project Fund or the Series 2005A Account of the Debt Service Reserve Fund. See the discussion herein under the caption SECURITY FOR THE SERIES 2005A BONDS Additional Bonds. Tax Increment Financing In 2005, pursuant to the Real Property Tax Increment Allocation Redevelopment Act, Sections to of the Revised Statutes of Missouri, as amended (the TIF Act ), the City implemented tax increment financing for approximately 76.6 acres of previously developed land located in the City near Lake Taneycomo (the Redevelopment Area ), as identified in the Branson Landing Redevelopment Plan, as amended (the Redevelopment Plan ). The Redevelopment Area includes four defined redevelopment project areas (collectively, the Redevelopment Project Areas ), including the redevelopment project area in which the Project will be built 2

9 ( Redevelopment Project Area 4 ), from which PILOTS and EATS (described below) will be generated. See TAX INCREMENT FINANCING, THE REDEVELOPMENT PROJECT and APPENDIX E hereto. Security for the Series 2005A Bonds The Series 2005A Bonds and the interest thereon are special, limited obligations of the Authority, payable solely from and secured by a pledge and assignment of the Pledged Revenues and other sources as described herein and as provided under the Indenture. Pledged Revenues consist of only a limited amount of the Payments in Lieu of Taxes ( PILOTS ) and, subject to annual appropriation, a limited amount of Economic Activity Tax Revenues ( EATS ) generated in the Redevelopment Project Areas which pledge shall continue until the expiration of tax increment financing in the Redevelopment Project Areas. See the section herein captioned BONDOWNERS RISKS Termination of Tax Increment Financing and APPENDIX E SUMMARY OF TAX INCREMENT FINANCING The Redevelopment Project. The amount of PILOTS and EATS pledged to secure the payment of the Bonds is limited to an amount equal to the TDD Revenues (a 1% special sales tax imposed by the District as more fully described herein under the caption THE DISTRICT ). Although the TDD Revenues are technically not pledged due to certain State law limitations, potential investors should evaluate the merits of an investment in the Series 2005A Bonds by determining the likelihood that the TDD Revenues will be generated in an amount sufficient to provide for the payment of the Bonds. The PILOTS and EATS are pledged to secure the Bonds; provided, however, the EATS are subject to annual appropriation and the amount pledged is limited to the amount of the TDD Revenues. The Series 2005A Bonds will also be secured by (i) proceeds of the Series 2005A Bonds held by the Trustee, and (ii) amounts on deposit in the Series 2005A Account of the Debt Service Reserve Fund. Additional Bonds will not be entitled to the benefit of any moneys in the Series 2005A Account of the Project Fund or the Series 2005A Account of the Debt Service Reserve Fund. See the section herein captioned SECURITY FOR THE SERIES 2005A BONDS. None of the property comprising the Project is pledged as security for the Series 2005A Bonds and none of the Developer, any affiliate of such entities or any member, partner, officer, director, agent or representative of any of such entities, has pledged its credit or assets or has provided any guaranty, surety or undertaking of any kind, moral or otherwise, to pay the principal of, premium, if any, and interest on the Series 2005A Bonds. See the section herein captioned SECURITY FOR THE SERIES 2005A BONDS. No recourse shall be had for the payment of the principal of or interest on any of the Series 2005A Bonds or for any claim based thereon or upon any obligation, covenant or agreement in the Indenture, the Financing Agreement, or the Redevelopment Agreement, contained, against any past, present or future elected official of the Authority or the City or any trustee, officer, official, employee or agent of the Authority or the City, as such, either directly or through the Authority, the City, or any successor to the Authority or the City, under any rule of law or equity, statute or constitution or by the enforcement of any assessment or penalty or otherwise. See the section herein captioned BONDOWNERS RISKS. Bondowners Risks Purchase of the Series 2005A Bonds will constitute an investment subject to significant risks, including the risk of nonpayment of principal and interest and the loss of all or part of the investment. There can be no assurance that the Project will be developed and completed in a timely and successful manner or that the Pledged Revenues generated within the Redevelopment Project Areas will be sufficient to pay the principal of, premium, if any, and interest on the Series 2005A Bonds. Prospective purchasers should carefully evaluate the risks and merits of an investment in the Series 2005A Bonds, confer with their own legal and financial advisors and be able to bear the risk of loss of their investment in the Series 2005A Bonds before considering a purchase of the Series 2005A Bonds. See the section herein captioned BONDOWNERS RISKS. Consultant Report The City engaged Economics Research Associates ( Consultant ) to produce a report on the projected revenue potential of the Redevelopment Project Areas. Such report, entitled Market Analysis Branson Landing Mixed Use Development (the Consultant Report ), is included in this Official Statement as APPENDIX B. The Consultant Report includes a projection of retail sales of all three phases of the Redevelopment Project and reports the City s projection of real property tax collections for all three phases of the Redevelopment Project. The Consultant Report also includes additional information regarding Redevelopment Project Area 4 and the Redevelopment Project. See the section herein captioned CONSULTANT REPORT and APPENDIX B hereto. 3

10 The Underwriter The Underwriter has reviewed the information in this Official Statement in accordance with, and as part of, its responsibilities to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriter does not guarantee the accuracy or completeness of such information, including specifically but without limitation the information contained in the Consultant Report or any information excerpted therefrom. Continuing Disclosure The City will covenant in a Continuing Disclosure Agreement to provide (a) certain financial information relating to the collection of PILOTS, EATS and TDD Revenues and (b) updated information relating to the construction and operation of the Convention Center, by not later than 180 days after the end of each fiscal year of the City, commencing with the fiscal year ending September 30, 2005, and to provide notices of the occurrence of certain enumerated events, if deemed by the City to be material. The Developer will covenant in a Continuing Disclosure Agreement to provide updated leasing information by (a) updating the information contained herein under the caption THE REDEVELOPMENT PROJECT Summary of Leases and Occupants, (b) describing any unoccupied space as of the date of such report and any space which the Developer has been notified will become unoccupied during the next fiscal year, by not later than 60 days after the end of each calendar quarter, commencing with the calendar quarter ending September 30, 2005, and (c) to provide notices of the occurrence of certain enumerated events, if deemed by the Developer to be material. See APPENDIX C attached hereto. Definitions, Summaries of Documents and Additional Information APPENDIX A contains information regarding the City and APPENDIX B contains the Consultant Report. Definitions of certain words and terms used in this Official Statement and summaries of the Indenture, the Financing Agreement, and the Continuing Disclosure Agreements are included in this Official Statement in APPENDIX C. A summary of the Redevelopment Agreement is included in APPENDIX D hereto. A summary of additional information concerning tax increment financing in Missouri and for the Redevelopment Project is included in APPENDIX E hereto. Such definitions and summaries do not purport to be comprehensive or definitive. All references herein to the specified documents are qualified in their entirety by reference to the definitive forms of such documents. During the period of the offering of the Series 2005A Bonds copies of such documents and the other documents described herein will be provided by the Underwriter to any prospective purchaser requesting such documents by contacting Citigroup Global Markets, Inc., 390 Greenwich Street, 2 nd Floor, New York, NY Attn: David Livingstone. Following the offering period such documents will be provided to any prospective purchaser requesting the same upon payment to the Trustee of the cost of complying with such request, provided such request is submitted in writing to the Trustee s principal corporate trust office at the following address: Commerce Bank, N.A., Corporate Trust Department, 922 Walnut, 10 th Floor, Kansas City, Missouri APPENDIX F contains the proposed form of opinion which is anticipated to be rendered by Bond Counsel at the time of delivery of the Series 2005A Bonds. TAX INCREMENT FINANCING The Redevelopment Project The Redevelopment Plan provides for the construction of the Redevelopment Project within the Redevelopment Area in order to cure the blighted conditions that currently exist in the Redevelopment Area. The private improvements included in the Redevelopment Plan are anticipated to include (1) approximately 450,000 square feet of anchor retail tenants, restaurants and specialty boutique shopping, (2) two hotels having a total of 535 rooms, including rental pool condominium units, and (3) 106 waterfront condominium residences. (collectively, the Private Improvements ). The public improvements include an exhibition and convention center of approximately 220,000 square feet of space (the Convention Center ), a new town square and boardwalk located along Lake Taneycomo, a multi-level public parking facility, and various street, bridge and other related infrastructure improvements (collectively, the Public Improvements ). See THE REDEVELOPMENT PROJECT herein. Approval of Redevelopment Plan On February 10, 1992, the Board of Aldermen passed Ordinance No creating the TIF Commission of the City. On May 31, 2005, the Board of Aldermen adopted Ordinance No approving the 4

11 Redevelopment Plan and also adopted Ordinances Nos , , and adopting tax increment financing in various portions of the Redevelopment Area, in accordance with their terms, including Redevelopment Project Area 4. Any Series 2005A Bonds which are not paid prior to the expiration of tax increment financing will not be paid. See BONDOWNERS RISKS Termination of Tax Increment Financing and APPENDIX E SUMMARY OF TAX INCREMENT FINANCING The Redevelopment Project. On February 18, 2003, the City passed Ordinance No authorizing the execution of a redevelopment contract, dated February 1, 2003, which was subsequently amended by a first amended and restated redevelopment contract, dated October 1, 2003, and a second amended and restated redevelopment contract, dated July 5, 2005, with the Developer to carry out the Redevelopment Plan. On May 27, 2005, the Board of Aldermen adopted Ordinance No , approving the issuance of the Bonds by the Authority pursuant to the Bond Indenture and pledging and assigning, subject to annual appropriation, the Pledged Revenues, Conditionally Allotted TIF Revenues, if any, and Subordinate Lien Revenues, if any, to the Trustee for the purpose of paying the principal and interest on the Bonds pursuant to the Financing Agreement, dated as of August 1, 2005, among the City, the Developer and the Authority (the Financing Agreement ). PILOTS and EATS As used herein Payments in Lieu of Taxes or PILOTS are those revenues, if any, attributable to the increase in the current equalized assessed valuation of all taxable lots, blocks, tracts and parcels of real property in the Redevelopment Project Areas over and above the certified total initial assessed valuation of the real property in the Redevelopment Project Areas, as provided for by Section of the TIF Act. Such increase is multiplied by the then current aggregate tax rate applicable to such property to determine the Payments in Lieu of Taxes. See APPENDIX E hereto. APPENDIX B to this Official Statement includes projected collections of PILOTS in the Redevelopment Project Areas. As used herein Economic Activity Tax Revenues or EATS are, subject to annual appropriation by the City, 50% of the total additional revenues from taxes imposed by the City or other taxing districts (as such term is defined in the TIF Act) and which are generated by economic activities within the Redevelopment Project Areas over (i) the amount of such tax revenues generated by economic activities within the Redevelopment Project Areas, as provided for by Section of the TIF Act, and (ii) economic activity taxes generated by any Relocated Retail Establishment in the calendar year prior to its relocation to the Redevelopment Project Areas (subject to annual appropriation by the City as provided in the TIF Act) but excluding any taxes imposed on sales or charges for sleeping rooms paid by transient guests of hotels and motels, licenses, fees or sales taxes, other than PILOTS, and personal property taxes and certain taxes levied for the purpose of public transportation under Section RSMo, and amounts reimbursed to an district providing emergency services within the Redevelopment Project Areas, to the extent required by Section or of the TIF Act or, in lieu thereof, such amount as may be set forth in a cooperative agreement between the City and any such district, to the extent that such sum is not paid from the PILOTS Account. See APPENDIX E hereto. APPENDIX B to this Official Statement includes projected collections of EATS in the Redevelopment Project Areas. Notwithstanding the foregoing, only a limited amount of the PILOTS and EATS are Pledged Revenues and are pledged to secure the Bonds. The amount so pledged is limited to the amount of TDD Revenues. See the section herein captioned SECURITY FOR THE SERIES 2005A BONDS. THE DISTRICT Formation of the District The Branson Landing Transportation Development District (the District ) is a transportation development district, and a political subdivision of the State, formed under the TDD Act. Pursuant to the TDD Act, the District is authorized to levy a sales tax for the purpose of paying all or any part of the cost of any project under the TDD Act. The Circuit Court of Taney County, Missouri, declared the District organized on March 17, The TDD Act vests all power of the District in a Board of Directors that is elected by the owners of property in the District. The only property owner in this TDD district is the City. Members of the Board of Directors serve a term of three years, except that the term of the initial members of the Board of Directors are 5

12 staggered so that the terms of the initial members are either one year, two year or three year terms. Each director serves without compensation and may be removed by the District with cause. The by laws of the District provide for the annual election of officers. The current directors and officers of the District and the date on which their terms expire are as follows: Name Office City Affiliation Term Expires Louis E. Schaefer Chairman and Director Mayor March 17, 2008 Ron Huff Vice Chairman and Director Alderman/Mayor Pro Tem March 17, 2008 Beverly Martin Director Alderman March 17, 2008 Dick Gass Director Alderman March 17, 2007 Dave Edie Director Alderman March 17, 2007 Stan Barker Director Alderman March 17, 2006 Jack Purvis Director Alderman March 17, 2006 Transportation District Sales Tax On April 11, 2005, the City, as the sole qualified voter of the District, approved the imposition of the Transportation District Sales Tax in the amount of 1% on all transactions which are taxable pursuant to the Act (the TDD Sales Tax ). The TDD Sales Tax went into effect on August 1, 2005, after the Mayor of the City signed the election ballot that was approved by the City s Board of Aldermen. The TDD Sales Tax is to remain in effect for 30 years. The retail establishments located in the Redevelopment Area are within the boundaries of the District. Such retail establishments will collect the TDD Sales Tax and forward the TDD Sales Tax to the City. Pursuant to the TDD Act, no transportation development district may repeal or amend its sales tax unless such repeal or amendment will not impair the district s ability to repay any liabilities which it has incurred, money which it has borrowed or revenue bonds, notes or other obligations which it has issued. Pursuant to the Cooperative Agreement between the City and the District, the City has agreed (a) to pay to the Trustee for the benefit of the District all TDD Revenues generated from the TDD Sales Tax which are due from the City under the Cooperative Agreement and (b) to collect and administer the TDD Sales Tax on behalf of the District and to remit such TDD Sales Tax to the Trustee on behalf of the District. The City will charge a fee of 1% of the TDD Sales Tax Revenues collected as a fee for such collection services, and may retain additional TDD Revenues in the event actual City expenses exceed 1%. The City will pay the District s operating costs on behalf of the District, which will be budgeted and approved by the District. Pursuant to State law, taxpayers who promptly pay their sales taxes are entitled to retain 2% of the amount of taxes owed. As used herein TDD Revenues means the revenues derived by the District from the imposition of the TDD Sales Tax within the District less (i) any amount paid under protest until the protest is withdrawn or resolved against the taxpayer, (ii) 1% of the TDD Sales Tax Revenues, which are retained by the City for the cost of collecting the TDD Sales Tax, or such other amount as is retained by the State of Missouri for collecting the TDD Sales Tax should the State assume the obligation of collecting the TDD Sales Tax, and (iii) any sum received by the District which is the subject of a suit or other claim communicated to the District which suit or claim challenges the collection of such sum. THE SERIES 2005A BONDS The following is a summary of certain terms and provisions of the Series 2005A Bonds. Reference is hereby made to the Series 2005A Bonds and the provisions with respect the Series 2005A Bonds in the Indenture for the detailed terms and provisions thereof. General The Series 2005A Bonds are being issued pursuant to and in full compliance with the Constitution and statutes of the State, including particularly the IDA Act and Section of the TIF Act. The Series 2005A Bonds will be issuable as fully registered bonds, without coupons, in denominations of integral multiples of $5,000. The Series 2005A Bonds will be dated as of the date of initial issuance and delivery thereof. 6

13 The Series 2005A Bonds will mature on the dates and in the principal amounts set forth on the inside cover of this Official Statement, subject to redemption and payment prior to maturity as described herein. The Series 2005A Bonds, when issued, will be registered in the name of Cede & Co., as nominee for DTC. Payment of the premium, if any, and interest on each Series 2005A Bond will be made, and notices and other communications to Owners will be given, directly to DTC or its nominee, Cede & Co., by the Trustee. In the event the Series 2005A Bonds are not in a book-entry-only system, payment of the principal of, premium, if any, and interest on the Series 2005A Bonds will be made and such notices and communications will be given as described in the Indenture. See the section below captioned Book-Entry-Only System. Interest Rates The Series 2005A Bonds shall bear interest at the rates set forth on the inside cover hereof (computed on the basis of a 360-day year of twelve 30-day months) from their date or from the most recent Interest Payment Date to which interest has been paid or duly provided for, payable on June 1 and December 1 in each year, beginning on December 1, Redemption Optional Redemption. The Series 2005A Bonds, or portions thereof, are subject to optional redemption by the Authority at the direction of the City on or after June 1, 2015, in whole or in part at any time at a redemption price equal to 100% of the principal amount to be redeemed, together with interest accrued to the date fixed for redemption. Special Mandatory / Super-Sinker Redemption. The Series 2005A Bonds are subject to special mandatory, i.e. super-sinker, redemption on any Interest Payment Date, commencing June 1, 2007, at the redemption price of 100% of the principal amount being redeemed, together with accrued interest thereon to the date fixed for redemption, in an amount equal to the amount which is on deposit in the Redemption Account of the Debt Service Fund on each Interest Payment Date (or if such date is not a Business Day, the immediately preceding Business Day). In the case of a special mandatory redemption, the Series 2005A Bonds shall be selected for redemption in order of maturity. Mandatory Sinking Fund Redemption. The Series 2005A Bonds maturing on June 1, 2021 (the 2021 Term Bonds ) shall be subject to mandatory redemption and payment prior to maturity pursuant to the mandatory redemption requirements of the Indenture on June 1 on the dates and in the amounts set forth below, at 100% of the principal amount thereof plus accrued interest to the redemption date, without premium: June 1 Principal Amount 2007 $15, , , , , , , , , , , , , , ,000 Final Maturity 7

14 The Series 2005A Bonds maturing on June 1, 2029 (the 2029 Term Bonds ) shall be subject to mandatory redemption and payment prior to maturity pursuant to the mandatory redemption requirements of the Indenture on June 1 on the dates and in the amounts set forth below, at 100% of the principal amount thereof plus accrued interest to the redemption date, without premium: June 1 Principal Amount 2022 $1,025, ,110, ,205, ,305, ,410, ,520, ,635, ,760,000 Final Maturity The Trustee shall make timely selection of such Series 2005A Bonds or portions thereof to be so redeemed in Authorized Denominations of principal amount in such equitable manner as the Trustee may determine and shall give notice thereof without further instructions from the Authority. At the option of the Authority, given at the direction of the City, to be exercised on or before the 45 th day next preceding each mandatory redemption date, the Authority may: (1) deliver Series 2005A Bonds to the Trustee for cancellation in the aggregate principal amount desired; or (2) furnish to the Trustee moneys, together with appropriate instructions, for the purpose of purchasing any Series 2005A Bonds from any owner thereof in the open market at a price not in excess of 100% of the principal amount thereof, whereupon the Trustee shall use its best efforts to expend such funds for such purposes; or (3) elect to receive a credit in respect to the mandatory redemption obligation under the Indenture for any Series 2005A Bonds which prior to such date have been redeemed (other than through the operation of the mandatory sinking fund requirements of the Indenture) and cancelled by the Trustee and not theretofore applied as a credit against any redemption obligation under the Indenture. Except as otherwise provided in the Indenture, each Series 2005A Bond so delivered or previously purchased or redeemed shall be credited at 100% of the principal amount thereof on the obligation to redeem Series 2005A Bonds of the applicable maturity on the next mandatory redemption date applicable to Series 2005A Bonds that is at least 45 days after receipt by the Trustee of such instructions from the Authority, and any excess of such amount shall be credited on future mandatory redemption obligations for Series 2005A Bonds of the applicable maturity in inverse order of their mandatory sinking fund installments, and the principal amount of Series 2005A Bonds to be redeemed on such future mandatory redemption dates by operation of the mandatory sinking fund requirements of the Indenture shall be reduced accordingly. Selection of Bonds to be Redeemed. Series 2005A Bonds shall be redeemed only in Authorized Denominations. When less than all of the Outstanding Bonds are to be redeemed and paid prior to maturity, such Series 2005A Bonds or portions of such Series 2005A Bonds to be redeemed shall be selected by the Trustee in such equitable manner as it may determine. Notice and Effect of Call for Redemption. Unless waived by any Owner of Series 2005A Bonds to be redeemed, official notice of any redemption of any Series 2005A Bond shall be given by the Trustee on behalf of the Authority by mailing a copy of an official redemption notice by first class mail, postage prepaid, at least 30 days and not more than 60 days prior to the date fixed for redemption to the Owner of the Series 2005A Bond or Bonds to be redeemed at the address shown on the Register. Payment and Discharge When the principal of and interest on all the Bonds have been paid in accordance with their terms or provision has been made for such payment, as provided in the Indenture, and provision also is made for paying all other sums payable under the Indenture, including the fees and expenses of the Trustee and any Paying Agents to the date of payment of the Bonds, then the right, title and interest of the Trustee under the Indenture shall thereupon cease, determine and be void, and thereupon the Trustee shall cancel, discharge and release the Indenture and shall upon receipt of a written request therefor, execute, acknowledge and deliver to the Authority and the City such instruments of satisfaction and discharge or release as shall be required to evidence such release and the satisfaction and discharge of the Indenture, and shall assign and deliver to the City any property at the time subject to the 8

15 Indenture which may then be in the trustee s possession, except amounts in the funds required to be paid to the City under the Indenture and except funds or securities in which such funds are invested and held by the Trustee for the payment of the principal of and interest on the Bonds. Bonds shall be deemed to be paid within the meaning of the Indenture when payment of the principal on such Bonds, plus premium, if any, plus interest thereon to the due date thereof (whether such due date is by reason of maturity or upon redemption as provided in the Indenture, or otherwise), either (1) has been made or caused to be made in accordance with the terms of the Indenture, or (2) provision therefor has been made by depositing with the Trustee, in trust and irrevocably setting aside exclusively for such payment, (i) moneys sufficient to make such payment or (ii) non-callable Government Securities maturing as to principal and interest in such amount and at such times as will ensure the availability of sufficient moneys to make such payment and the Trustee shall have received an opinion of Bond Counsel (which opinion may be based upon a ruling or rulings of the Internal Revenue Service) to the effect that such deposit will not cause the interest on such Bonds to be included in gross income for purposes of federal income taxation and that all conditions precedent to the satisfaction of the Indenture have been met. If the interest earnings on money or Government Securities are necessary to provide for payment of the Bonds, the Trustee shall receive a verification report of a firm of independent certified public accountants that the moneys and Government Securities deposited with the Trustee are sufficient to pay when due the principal or redemption price, if any, and interest on the Bonds on or prior to the applicable redemption or maturity date. At such time as a Bond is deemed to be paid under the Indenture, such Bond shall no longer be secured by or be entitled to the benefits of the Indenture, except for the purposes of any such payment from such moneys or Government Securities. Book-Entry-Only System The information provided immediately below concerning DTC and the Book-Entry System, as it currently exists, has been obtained from DTC and is not guaranteed as to accuracy or completeness by, and is not to be construed as a representation by the Authority, the City, the Trustee or the Underwriter. The Underwriter, the Authority, the Trustee and the City make no assurances that DTC, Direct Participants, Indirect Participants or other nominees of the Beneficial Owners will act in accordance with the procedures described herein or in a timely manner. General. When the Series 2005A Bonds are issued, ownership interests will be available to purchasers only through a book-entry-only system (the Book-Entry-Only System ) maintained by DTC. DTC will act as securities depository for the Series 2005A Bonds. Initially, the Series 2005A Bonds will be issued as fullyregistered securities registered in the name of Cede & Co. (DTC s partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully-registered Series 2005A Bond certificate will be issued for each maturity of the Series 2005A Bonds, and will be deposited with DTC. The following discussion will not apply to any Series 2005A Bonds issued in certificate form due to the discontinuance of the DTC Book-Entry- Only System, as described below. DTC and its Participants. DTC, the world s largest depository, is a limited-purpose trust company organized under the New York Banking Law, a banking organization within the meaning of the New York Banking Law, a member of the Federal Reserve System, a clearing corporation within the meaning of the New York Uniform Commercial Code, and a clearing agency registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934, as amended. DTC holds and provides asset servicing for over 2.2 million issues of U.S. and non-u.s. equity, corporate and municipal debt issues, and money market instruments from over 100 countries that DTC s participants ( Direct Participants ) deposit with DTC. DTC also facilitates the posttrade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges between Direct Participants accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-u.s. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation ( DTCC ). DTCC, in turn, is owned by a number of Direct Participants of DTC and members of the National Securities Clearing Corporation, Fixed Income Clearing Corporation, and Emerging Markets Clearing Corporation ( NSCC, FICC, and EMCC, also subsidiaries of DTCC), as well as by the New York Stock Exchange, Inc., the American Stock Exchange LLC, and the National Association of Securities Dealers, Inc. 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 (the Indirect Participants and collectively with the Direct Participants, the Participants ). DTC has Standard & Poor s 9

16 highest rating: AAA. The DTC Rules applicable to its Participants are on file with the SEC. More information about DTC can be found at and Purchase of Ownership Interests. Purchases of the Series 2005A Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the Series 2005A Bonds on DTC s records. The ownership interest of each actual purchaser of each Series 2005A Bond (the Beneficial Owner ) is, in turn, to be recorded on the Direct and Indirect Participants records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Series 2005A 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 the Series 2005A Bonds, except in the event that use of the Book-Entry-Only System for the Series 2005A Bonds is discontinued. So long as Cede & Co., as nominee of DTC, is the registered owner of any of the Series 2005A Bonds, the Beneficial Owners of such Series 2005A Bonds will not receive or have the right to receive physical delivery of the Series 2005A Bonds, and references herein to the bondowners or registered owners of such Series 2005A Bonds shall mean Cede & Co. and shall not mean the Beneficial Owners of such Series 2005A Bonds. Transfers. To facilitate subsequent transfers, all Series 2005A 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 the Series 2005A 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 2005A Bonds; DTC s records reflect only the identity of the Direct Participants to whose accounts such Series 2005A Bonds are credited, which may or may not be the Beneficial Owners. The Participants will remain responsible for keeping account of their holdings on behalf of their customers. Notices. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Redemption notices shall be sent to DTC. If less than all of the Series 2005A 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. Voting. Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to the Series 2005A Bonds unless authorized by a Direct Participant in accordance with DTC s Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the issuer of the securities 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 such securities are credited on the record date identified in a listing attached to the Omnibus Proxy. Payments of Principal and Interest. So long as any Series 2005A Bond is registered in the name of DTC s nominee, payment of principal of, redemption premium, if any, and interest on such Bond 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 Authority or the Trustee, on payable dates in accordance with their respective holdings shown on DTC s records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in street name, and will be the responsibility of such Participant and not of DTC nor its nominee, the Trustee, or the Authority, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of principal of, redemption premium, if any, and interest on the Bonds to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the Authority or Trustee, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners is the responsibility of Participants. Discontinuation of Book-Entry-Only System. DTC may discontinue providing its services as securities depository with respect to the Series 2005A Bonds at any time by giving reasonable notice to the Authority or the 10

17 Trustee. Under such circumstances, in the event that a successor depository is not obtained, Series 2005A Bond certificates are required to be printed and delivered as described in the Indenture. The information in this section concerning DTC and the Book-Entry-Only System has been obtained from sources that the Authority, the City, the Trustee and the Underwriter believe to be reliable, but the Authority, the City, the Trustee and the Underwriter take no responsibility for the accuracy thereof. SECURITY FOR THE SERIES 2005A BONDS Limited Special Obligations The Series 2005A Bonds are special, limited obligations of the Authority and do not constitute a general obligation of the Authority, the City, the State or any political subdivision thereof and do not constitute an indebtedness of the Authority, the City, the State or any political subdivision thereof within the meaning of any constitutional or statutory provision or limitation. Neither the full faith and credit nor the taxing power of the City, the State or any political subdivision thereof is pledged to the payment of the principal of or interest on the Series 2005A Bonds. The issuance of the Series 2005A Bonds shall not, directly, indirectly or contingently, obligate the City, the State or any political subdivision thereof to levy any form of taxation therefor or to make any appropriation for their payment. The authority has no taxing power. Sources of Payment - Pledged Revenues The Series 2005A Bonds and the interest thereon are special, limited obligations of the Authority, payable solely from and secured by a pledge and assignment of the Pledged Revenues and other sources as described herein and as provided in the Indenture. Pledged Revenues consist of only a limited amount of the PILOTS and, subject to annual appropriation, a limited amount of EATS generated in the Redevelopment Project Areas which pledge shall continue until the expiration of tax increment financing which for each Redevelopment Project Area occurs not more than 23 years from the effective date of tax increment financing for such Redevelopment Project Area. See the section herein captioned BONDOWNERS RISKS Termination of Tax Increment Financing and APPENDIX E SUMMARY OF TAX INCREMENT FINANCING The Redevelopment Project. The amount of PILOTS and EATS pledged to secure the payment of the Bonds is limited to an amount equal to the TDD Revenues (a 1% special sales tax imposed by the District as more fully described herein under the caption THE DISTRICT ) and BONDOWNERS RISKS Limited Pledge Equal to TDD Revenues. Although the TDD Revenues are technically not pledged due to certain State law limitations, potential investors should evaluate the merits of an investment in the Series 2005A Bonds by determining the likelihood that the TDD Revenues will be generated in an amount sufficient to provide for the payment of the Bonds. The PILOTS and EATS are pledged to secure the Bonds; provided, however, the EATS are subject to annual appropriation and the amount pledged is limited to the amount of the TDD Revenues. The Series 2005A Bonds will also be secured by (i) proceeds of the Series 2005A Bonds held by the Trustee, and (ii) amounts on deposit in the Series 2005A Account of the Debt Service Reserve Fund. Additional Bonds will not be entitled to the benefit of any moneys in the Series 2005A Account of the Project Fund or the Series 2005A Account of the Debt Service Reserve Fund. See TAX INCREMENT FINANCING and THE DISTRICT herein. See also APPENDIX E attached hereto. Pursuant to the TIF Act, the City has established a Special Allocation Fund that the City shall maintain and administer solely for the purposes provided in the Financing Agreement and in the Indenture until such time as the Indenture has been discharged pursuant to the terms thereof. Pursuant to the Financing Agreement, the City has pledged to the Authority, as security for the payment of the Bonds, all of its rights and interests in Pledged Revenues. The City has covenanted in the Financing Agreement to transfer, and under the Indenture the Authority has also agreed to cause to be transferred, on the 15 th calendar day of each month (or the next Business Day thereafter, if the 15 th is not a Business Day) to the Trustee the Pledged Revenues on deposit in the Special Allocation Fund as of the last day of the preceding month. The application of EATS portion of the Pledged Revenues is subject to annual appropriation by the City. There can be no assurance that the City will appropriate such revenues in any year and the Financing Agreement does not obligate the City to do so. However, pursuant to the Financing Agreement, the City covenants that a request for appropriations will be included in each annual budget. 11

18 No Pledge of Real or Personal Property The Series 2005A Bonds are not secured by a mortgage on any property in the Redevelopment Project Areas, including Redevelopment Project Area 4. However, under the TIF Act, PILOTS that are due and owing constitute a lien against the real estate in the Redevelopment Project Areas from which they are derived. Upon a default in the payment of any PILOTS on real property in the Redevelopment Project Areas, the lien for such unpaid PILOTS may be enforced, as provided by Missouri law. See APPENDIX E SUMMARY OF TAX INCREMENT FINANCING Assessments and Collections of Ad Valorem Taxes. Prospective investors are advised that none of the property comprising the Project or the Redevelopment Project is pledged as security for the Series 2005A Bonds and none of the Developer, any affiliate of such entity or any member, partner, officer, director, agent or representative of any of such entities, has pledged its credit or assets or has provided any guaranty, surety or undertaking of any kind, moral or otherwise, to pay the principal of, premium, if any, and interest on the Series 2005A Bonds. No recourse shall be had for the payment of the principal of or interest on any of the Series 2005A Bonds or for any claim based thereon or upon any obligation, covenant or agreement in the Indenture, the Financing Agreement, or the Redevelopment Agreement contained, against any past, present or future elected official of the Authority or the City or any trustee, officer, official, employee or agent of the Authority or the City, as such, either directly or through the Authority or the City or any successor to the Authority or the City, under any rule of law or equity, statute or constitution or by the enforcement of any assessment or penalty or otherwise. Additional Bonds Additional Bonds which have the same Interest Payment Dates and the same dates for payment of principal as the Series 2005A Bonds may be issued under and equally and ratably secured by the Indenture on a parity (except as otherwise provided in the Indenture) with the Series 2005A Bonds and any other Additional Bonds at any time and from time to time, upon compliance with the conditions set forth in the Indenture for any purpose authorized under the Act. As a condition precedent to the issuance of any Additional Bonds, the following documents must be filed with the Trustee: (1) A certificate of the Authority (i) stating that no Event of Default under the Indenture has occurred and is continuing and that no event has occurred and is continuing which with the lapse of time or giving of notice, or both, would constitute such an Event of Default, and (ii) stating the purpose or purposes for which such Additional Bonds are being issued. (2) A certificate of the City stating that the ratio of Pledged Revenues for each of the two prior fiscal years to maximum annual debt service on the Series 2005A Bonds plus all Additional Bonds, including the Additional Bonds proposed to be issued, exceeds (3) An opinion of Bond Counsel in form and substance satisfactory to the Trustee to the effect that all requirements for the issuance of such Additional Bonds have been met. Additionally, the Debt Service Reserve Account for such Additional Bonds shall be funded in an amount equal to the Debt Service Reserve Requirement for the Additional Bonds. See APPENDIX C SUMMARY OF THE INDENTURE Additional Bonds for additional information. Application of Pledged Revenues The Indenture provides that Pledged Revenues shall be applied in the following order of priority: First, to pay any rebate due to the United States of America under Section 148 of the Code; Second, to pay the interest due on the Bonds on the next succeeding Interest Payment Date (taking into account moneys then on deposit in the Series 2005A Capitalized Interest Account of the Debt Service Fund) (provided that in the event that more than one series of Bonds is Outstanding and such transfer is insufficient to make such payments the Trustee shall apply such amounts pro rata among the different series of Bonds Outstanding); 12

19 Third, to pay the principal due (whether at stated maturity or by virtue of mandatory sinking fund redemption) on the Bonds by their terms on the next succeeding June 1 (provided that in the event that more than one series of Bonds is Outstanding and such transfer is insufficient to make such payments the Trustee shall apply such amounts pro rata among the different series of Bonds Outstanding); Fourth, transfer to the Series 2005A Debt Service Account of the Debt Service Reserve Fund or any account established within for Debt Service Reserve Fund for Additional Bonds such amount as may be required to restore any deficiency in such account or accounts to the applicable debt service reserve requirement; provided, however, if such transfer is insufficient to fully restore such accounts the Trustee shall apply such amounts pro rata among the separate accounts; Fifth, to pay fees due the Trustee or the dissemination agent; and Sixth, all remaining amounts to the Redemption Account of the Debt Service Fund, which shall be applied to the payment of the principal of and accrued interest on Bonds which are subject to redemption pursuant to the Indenture (see THE SERIES 2005A BONDS Special Mandatory / Super-Sinker Redemption herein). See APPENDIX C SUMMARY OF THE INDENTURE Revenue Fund for additional information. Series 2005A Debt Service Reserve Account Except as otherwise provided in the Indenture, moneys in the Series 2005A Debt Service Reserve Account of the Debt Service Reserve Fund shall be used by the Trustee without further authorization solely for (i) the payment of the principal of and interest on the Series 2005A Bonds if moneys otherwise available for such purpose are insufficient to pay the same as they become due and payable, and (ii) unless otherwise provided for, to make the final payment on the Series 2005A Bonds. See APPENDIX C SUMMARY OF THE INDENTURE Debt Service Reserve Fund for additional information. Other Collateral Pledged to Secure the Series 2005A Bonds Conditional Pledge of TIF Revenues. The financial projection contained in the Consultant Report, assumes among other things, that the Convention Center and Convention Center Hotel will be completed in April of While significant progress and planning has occurred with regard to both the Convention Center and Convention Center Hotel, the financing for such projects has not yet been completed. Accordingly, the portion of the Pledged Revenues attributable to their operations may not in fact materialize. As a result, the City has agreed to pledge the Conditionally Allotted TIF Revenues until such time as the Convention Center Conditions (as defined herein) and the Convention Center Hotel Conditions (as defined herein) are satisfied and such projects have been financed. See the sections herein captioned SECURITY FOR THE SERIES 2005A BONDS and BONDOWNERS RISKS Limited Pledge Equal To TDD Revenues. The Pledged Revenues attributable to the Convention Center and the Convention Center Hotel are projected in the Consultant Report to be 8.3% of the total projected Pledged Revenues. Based on the projections in the Consultant Report, the Conditionally Allotted TIF Revenues are anticipated to be in excess of the total amount of the Pledged Revenues that would be lost if the Convention Center and the Convention Center Hotel are not constructed. See the discussion under the caption CONSULTANT REPORT and in APPENDIX B hereto. Conditionally Allotted TIF Revenues means amounts available for transfer to the Trustee by the MDFB Trustee (as defined herein) pursuant to the MDFB Indenture (as defined herein) to pay principal and interest on the Series 2005A Bonds. While the primary source of funding is intended to be the Pledged Revenues, in an amount equal to the TDD Revenues, until the Convention Center Conditions and the Convention Center Hotel Conditions are satisfied, the City has also pledged a portion of the PILOTS and EATS in an amount equal to the Conditionally Allotted TIF Revenues, if any. While the Trust Estate contains a pledge of the Conditionally Allotted TIF Revenues, it is important to note that there currently is a prior pledge of those same revenues to the repayment of the $40 million of Series 2004A MDFB Bonds (defined herein) issued or repaid under the MDFB Indenture. Notwithstanding this prior pledge, should the Convention Center Conditions and the Convention Center Hotel Conditions not be satisfied, it is anticipated based on the projections in the Consultant Report, that a significant amount of funding will be available from this Conditionally Allotted TIF Revenue pledge to pay principal and interest on the Series 2005A Bonds. Currently the City and the Developer anticipate satisfying the Convention Center Conditions and the Convention Center Hotel Conditions before the end of 2005 and as a result the holders of the Series 2005A Bonds would receive no Conditionally Allotted TIF Revenues. Convention Center Conditions means delivery to the Trustee of a certificate signed by the Authorized City Representative stating that (i) the Missouri Development Finance 13

20 Board or other issuer has closed on a series of bonds in the amount of approximately $75,000,000, with such amount to be made available to the City to fund the completion of construction of a publicly owned convention center of approximately 220,000 square feet within the Redevelopment Area together with other related public improvements and to fund reasonable reserves, costs of issuance and capitalized interest, and (ii) that the notice to proceed has been given to the contractor to construct the convention center. Convention Center Hotel Conditions means delivery to the Trustee of a certificate signed by the Authorized Developer Representative stating that (i) the Developer has closed a loan which, together with other moneys of the Developer, is sufficient to proceed with construction of a convention center hotel adjacent to the aforementioned convention center in the Redevelopment Area, and (ii) that the notice to proceed has been given to the contractor to construct the hotel. Subordinate Lien Revenues. Pursuant to the Redevelopment Agreement, the Bonds are entitled to the benefit of any remaining PILOTS and EATS after payment of more than $150 million of bonds issued or to be issued by or on behalf of the City. As a result, no Subordinate Lien Revenues are realistically expected to be available to provide for any payments on the Bonds. PLAN OF FINANCE Purpose of the Series 2005A Bonds The Series 2005A Bonds are being issued pursuant to the IDA Act, the TIF Act and the Indenture for the purpose of providing funds to (1) fund Project Costs (as defined herein) to support the Project under the TIF Act and the Redevelopment Plan, as amended, (2) fund a debt service reserve fund for the Series 2005A Bonds, (3) fund capitalized interest on the Series 2005A Bonds and (4) pay the costs of issuance of the Series 2005A Bonds. Proceeds of the Series 2005A Bonds will be made available by the Authority to the City pursuant to the Financing Agreement. Sources and Uses of Bond Funds Following is a summary of the anticipated sources and uses of funds in connection with the issuance of the Series 2005A, exclusive of accrued interest, if any: Sources of Funds: Principal Amount of Series 2005A Bonds... $18,560, Original Issue Discount , Total sources of Funds... $18,379, Uses of Funds: Deposit to the 2005A Capitalized Interest Account of the Debt Service Fund... $782, Deposit to the Project Account of the Project Fund...15,000, Deposit to the 2005A Debt Service Reserve Fund...1,856, Deposit to the Costs of Issuance Account of the Project Fund , Underwriter s Discount , Total uses of funds..... $18,379, (Remainder of this page intentionally left blank) 14

21 CONSULTANT REPORT Consultant Report The City engaged the Consultant to produce a report on the revenue generation potential of the Redevelopment Project Areas. Such Consultant Report is included in this Official Statement as APPENDIX B. The Consultant Report includes a projection of retail sales of all three phases of the Redevelopment Project and a report of the City s projections of real property tax collections for all three phases of the Redevelopment Project. The Consultant Report also includes additional information regarding Redevelopment Project Area 4 and the Project. The financial projection contained in the Consultant Report, including the portion of the projection relating to the ability of the Project to generate Pledged Revenues from the Redevelopment Project Areas, which are sufficient to meet the debt service requirements of the Series 2005A Bonds during the period prior to the expiration of tax increment financing, is based on certain assumptions, estimates and opinions discussed in the Consultant Report. Certain of the Developer s and Consultant s assumptions, estimates and opinions may not materialize and unforeseen events and circumstances may occur subsequent to the date of the Consultant Report. Therefore, there will usually be differences between the projected and actual results and those differences may be material. There is no assurance that actual events will correspond with the Consultant Report or the assumptions, estimates or opinions on which they are based. The Consultant Report should be read in its entirety by prospective investors for a full understanding of the projected statements, assumptions and qualifications contained therein. The Consultant Report analyzes the revenue generation potential of the Redevelopment Project Areas for the purpose of projecting the potential Pledged Revenues available to support the payment of debt service on the Series 2005A Bonds. Certain financial and statistical data included in this Official Statement have been excerpted from the Consultant Report. The Authority, the City, and the Underwriter make no representation or warranty, express or implied as to the accuracy or completeness of any financial, technical or statistical data or any estimates, projections, assumptions or expressions of opinion set forth in the Consultant Report, and there is no obligation to update such information after the delivery of the Series 2005A Bonds. The Consultant has consented to the inclusion of its report in this Official Statement. The Consultant Report is forward-looking and involves certain assumptions and judgments regarding future events. Although the Consultant Report is based on currently available information, it is also based on assumptions about the future state of the national and regional economy and the local real estate markets as well as assumptions about future actions by various parties, which cannot be assured or guaranteed. The Consultant Report is not a prediction or assurance that a certain level of performance will be achieved or that certain events will occur. The actual results will vary from the projections in the Consultant Report, and the variations may be material. Prospective purchasers of the Series 2005A Bonds should carefully review APPENDIX B, including particularly the assumptions underlying the projected PILOTS, EATS and TDD Revenues and the section herein captioned, BONDOWNERS RISKS. The financial projection contained in the Consultant Report, assumes among other things, that the Convention Center and Convention Center Hotel are financed and construction will begin in May, While significant progress and planning has occurred with regard to both the Convention Center and Convention Center Hotel, the financing for such projects has not yet been completed. As a result, the portion of the Pledged Revenues attributable to their operations may not in fact materialize. As a result, the City has agreed to pledge the Conditionally Allotted TIF Revenues until such time as the Convention Center Conditions (as defined herein) and the Convention Center Hotel Conditions (as defined herein) are satisfied and such projects have been financed. See the sections herein captioned SECURITY FOR THE SERIES 2005A BONDS Other Collateral Pledged to Secure the Series 2005A Bonds and BONDOWNERS RISKS Limited Pledge Equal To TDD Revenues. Further, while the Pledged Revenues attributable to the Convention Center and the Convention Center Hotel are projected in the Consultant Report to be 8.3% of the total projected Pledged Revenues, the Conditionally Allotted TIF Revenues are anticipated to be in excess of the total amount of the Pledged Revenues and therefore anticipated to be significantly more than the amounts that would be lost if the Convention Center and the Convention Center Hotel never materialized. 15

22 PROJECTED PLEDGED REVENUES AND DEBT SERVICE COVERAGE Projected Pledged Revenues and Debt Service Coverage Based on the projected Pledged Revenues set forth in the Consultant Report attached hereto as APPENDIX B, the projected debt service coverage of the Series 2005A Bonds is as follows. This table does not include Conditionally Allotted TIF Revenue or Subordinate Lien Revenues. Year Projected Pledged Revenues 1 Series 2005A Debt Service 2 Less Indenture Funds 3 Projected Debt Service Coverage 2006 $787, , $1,222,128 1,016, , ,529,058 1,146,038 92, ,649,903 1,228,425 92, ,730,303 1,281,088 92, ,791,953 1,325,338 92, ,829,915 1,351,438 92, ,866,513 1,375,175 92, ,903,844 1,401,550 92, ,941,920 1,430,300 92, ,980,759 1,456,163 92, ,020,374 1,484,138 92, ,060,782 1,508,963 92, ,101,997 1,540,638 92, ,144,037 1,568,638 92, ,186,918 1,597,963 92, ,230,656 1,628,350 92, ,275,269 1,656,975 92, ,320,775 1,690,925 92, ,367,190 1,724,650 92, ,414,534 1,757,875 92, ,462,825 1,790,325 92, ,512,081 1,821,725 92, ,562,323 1,856,800 92, Total $47,106,055 35,427,851 $3,005,431 1 Total of Projected PILOTS and Projected EATS based on the Consultant Report (APPENDIX B) in an amount equal to projected TDD Revenues; the Consultant s Report has projections through 2015 and for years thereafter, the Projected Pledged Revenues amounts are based on an assumed 2% per year increase. Pledged Revenues applied to the payment of the Series 2005A Bonds are allocated monthly first from PILOTS and second from EATS. Although PILOTS may be irrevocably pledged to the repayment of bonds, EATS are subject to annual appropriation by the governing body of the City, there is no obligation on the part of the governing body to appropriate Economic Activity Tax Revenues in any year and does not include any revenues for the period after the expiration of the tax increment financing. See the sections herein captioned BONDOWNERS RISKS Non-Appropriation, Factors Affecting Economic Activity Tax Revenues, and Termination of Tax Increment Financing. 2 Scheduled debt service includes principal payments pursuant to the mandatory redemption provisions, but does not include principal payments pursuant to special mandatory/ super-sinker redemption provisions, with respect to the Series 2005A Bonds. 3 Amounts in 2006 are payments of interest from the Capitalized Interest Account and amounts in are from assumed earnings on the Series 2005A Account of the Debt Service Reserve Fund. Amounts in 2029 are also payable from any funds that may be on deposit in the Series 2005A Account of the Debt Service Reserve Fund. 16

23 THE DEVELOPER Developer Overview The Developer is a five-member, single-purpose entity for the development of the Branson Landing mixeduse waterfront project. Three of the current members of the Developer have been associated with each other through various entities and interests since They formed the Developer in 2000, and have used similar business models to complete real estate projects in Missouri, Arizona, Kansas, Mississippi and Texas. These three members, Richard Huffman, Marc Williams and Sam Catanese, developed projects ranging from industrial estates to office buildings, from resorts to hotels. The total worth of these projects is in excess of $200,000,000. Another member, Professional Hotel Management LLC, controlled by Dan Ruda and John Redford, joined the Developer in Mr. Ruda and Mr. Redford have been successful developers in their individual capacities for 20 years and together have developed projects with a collective value of $200,000,000. They have an extensive portfolio of resort, residential, condominium, commercial and golf developments in the Branson/Lakes region. In 2004, an additional member joined, Evergreen Branson Landing LLC. This company is controlled by Robert W. Plaster, who is a businessman and civic leader from Lebanon, Missouri. Mr. Plaster founded the Empire Gas Corporation of Lebanon in 1963 and in 1971 it was listed on the New York Stock Exchange. He remained Chairman of the Board of Empire Gas until divestiture in THE REDEVELOPMENT PROJECT Overview The Redevelopment Plan provides for the construction of the Redevelopment Project within the Redevelopment Area in order to cure the blighted conditions that currently exist in the Redevelopment Area. The public improvements will include an approximately 220,000-square foot Convention Center, a new town square and boardwalk located along Lake Taneycomo, a multi-level public parking facility, and various street, bridge and other related infrastructure improvements (the Public Improvements ). The private improvements are anticipated to include (a) approximately 450,000 square feet of anchor retail tenants, restaurants and specialty boutique shopping, (b) two hotels having a total of 535 rooms, including rental pool condominium units, and (c) 106 waterfront condominium residences (the Private Improvements ). The retail space will include two anchor tenants, a 67,680-square-foot Belk Department Store and the Project, which will be an approximately 64,500- square-foot Bass Pro Shop. In addition, the Redevelopment Project is anticipated to contain approximately 70,000 square feet of restaurant space, 240,000 square feet of specialty boutique stores and a multi-level public parking facility. The hotels are anticipated to be a 294-room full-service Hilton convention hotel, and a boutique up-scale full-service Hilton hotel with 241 guest rooms. The developers of the Private Improvements of the Redevelopment Project are a series of single purpose entities which are all affiliates of the Developer. Leasing of the Private Improvements is being coordinated by Urban Retail Properties Co. (the Manager ). The Developer began construction of the site work on the Private Improvements of the Redevelopment Project in October of The Private Improvements are expected to be completed in June of Pursuant to the Redevelopment Agreement between the City and the Developer, the Developer is prohibited from assigning any of its rights under the Redevelopment Agreement (nor may any of its members assign or dispose of any interest in the Developer) prior to the completion of the basic private retail components of the Redevelopment Project without the prior written consent of the City. The City has approved the assignment to the single purpose entities described above. More than 65% of the retail space is under lease and a further 14% is under non-binding letters of intent for lease. The total estimated cost of both the Private Improvements and the Public Improvements is approximately $420 million. Master Lease The City and the Developer have entered into the Master Lease pursuant to which the City agreed to lease a portion of the Redevelopment Area (the Premises ) to the Developer for a period of 99 years (the Term ). Lease payments under the Master Lease are as follows: Commencing in the year 2010, lease payments shall be $252,000 in base rent (the Base Rent ) plus 1/4 of 1% of the Gross Sales (as hereafter defined) over $15,000,000 reported 17

24 from the Developer and all sub-tenants under the Master Lease (the Percentage Rent ); provided, however, that the aggregate amount of the annual Base Rent and Percentage Rent that shall be payable shall be limited to a cumulative amount not exceeding $450,000 per year during the period from 2010 through year 30 of the Term. Base Rent shall be payable commencing January 2, 2010 and on each January 2 thereafter through year 30 of the Term, and Percentage Rent shall be payable by April 1 st of each year through the end of the term for the prior calendar year with the first payment due no later than April 1, For the purposes of the Master Lease, Gross Sales shall mean the aggregate total sales of the Developer and all sub-tenants and licensees of the Premises on which Missouri sales tax is determined to be payable for each calendar year of the Term. If Developer does not provide the City with the Gross Sales information within 90 days after the end of any calendar year of the Term, the City may use its appropriate sales tax records to determine the Gross Sales and the Percentage Rent Due. On the 30 th anniversary date of the commencement date of the lease and periodically thereafter the Base Rent is adjusted based on the Consumer Price Index. Construction of the Redevelopment Project Construction commenced on May 15, 2004 with demolition and clearing, followed by extensive rock-fill of waterfront areas. Prospective Bondowners may view an overview of the layout of the Redevelopment Area site at or by contacting the Developer at HCW Development Company LLC, 3027 West Highway 76 - Suite B, Branson, MO or telephone number (417) As of July 8, 2005 completion of construction of various stages of the Redevelopment Project has progressed and is expected to be completed as follows: Description of Work Starting Dates Estimated Completion Dates Percentage Completed Clearing and Demolition 5/04 8/04 100% Site Fill 7/04 12/04 100% Retaining Walls 09/04 12/04 100% Site Work 05/04 10/05 85% Drilled Piers 12/04 06/05 100% Utilities 10/04 08/05 90% Paving 11/04 11/05 20% Seawall 03/05 06/05 100% In-Ground Services 11/04 10/05 50% 5 Lane Access Road 02/05 11/05 35% New Roark Creek Bridge 02/05 10/05 50% Skaggs Roundabout 07/05 01/06 10% Widening Business 65 07/05 01/06 0% Belk Department Store Pad 10/04 1/05 100% Belk Department Store 04/05 03/06 10% Bass Pro Shops Pad 10/04 1/05 100% Bass Pro Shops 05/05 03/06 0% Building 1 Shell: Five & Dime General Store, Candy Emporium, Subway, Cardinals Clubhouse, Budweiser Shop, Dress Barn, Famous Footwear, Regis Hairstylist, Building 2 Shell: Nail City, Marble Slab, Christopher & Banks, Best of Branson, GNC, Bath Junkie, Branson Landing Realty, Ann Taylor Loft, Victoria s Secret, Westgate Resorts, Kay Jewelers, WJ McBride s Irish Pub Building 3 Shell: Sunglass Hut, Gloria Jeans Coffee, Brookstone, Build A Bear, Children s Place, Hat World, Steak Escape, Disney Store, Haagen Daz, Bakery Café, Liberty Tavern Restaurant Building 4 Shell: Rocky Mountain Chocolate Factory, Charlotte Russe, Pacific Sunwear, Payless Shoesource 05/05 11/05 20% 04/05 12/05 25% 04/05 12/05 20% 09/05 12/05 0% 18

25 Description of Work Starting Dates Estimated Completion Dates Percentage Completed Building 5 Shell: 09/05 12/05 0% Building 6 Shell: Rack Room Shoes, Books-A-Million 03/05 08/05 60% Building 7 Shell: Westgate Realty, Hollister, Finish Line, 03/05 09/05 50% Claire s, Joe s Crab Shack Restaurant Building 8 Shell: Asian Fusion Restaurant, Journeys, Trade 06/05 10/05 20% Secret, Building 9 Shell: Bath & Body Works, Justice, J. Jill, White 01/05 10/05 35% House/Black Market, Sullivan s Steakhouse Building 10 Shell: Yia Yia s European Bistro, Chico s, Coldwater 02/05 10/05 20% Creek Building 11 Shell: Yankee Candle, Rushmore Coffee, Casual 06/05 10/05 20% Corner Annex Building 12 Shell: Famous Dave s BBQ Restaurant, The Fudgery, 3 Dog Bakery, Westgate Resorts, Father Time, Ozark Mountain Quilts, Red Robin Restaurant 05/05 09/05 15% Boutique Hilton Waterfront Hotel & Condominiums 12/04 4/06 20% Parking Garage 3/05 12/05 15% Convention Center & Headquarters Hilton Hotel Site Demolition & Clearing 2/05 7/05 75% Other Redevelopment Project Financings Under a Bond Trust Indenture, dated as of December 1, 2002, the Missouri Development Finance Board ( MDFB ) authorized the issuance of $56,290,000 of its Infrastructure Facilities Bonds (City of Branson, Missouri), of which $37,350,000 were allocable to the Branson Landing Project (the Allocable Series 2003A Bonds ). Under a Bond Trust Indenture, dated as of June 1, 2004 (as amended, MDFB Indenture ), between Commerce Bank, N.A. (the MDFB Trustee ) and MDFB, MDFB issued its Infrastructure Facilities Revenue Bonds (City of Branson, Missouri Branson Landing Project) in the original principal amount of $40,000,000 (the Series 2004A MDFB Bonds ). MDFB has authorized, through a supplement to the MDFB Indenture, the issuance of not to exceed $85,000,000 in additional bonds, the proceeds of which are to be used to fund the convention center (the Series 2005A MDFB Bonds, together with the Allocable Series 2003A Bonds and the Series 2004A MDFB Bonds, the MDFB Bonds ). The MDFB Bonds were issued, or are anticipated to be issued, to fund the costs of various portions of the Public Improvements associated with the Redevelopment Project, including the costs of constructing the Convention Center, land acquisition, roads, water, wastewater, storm water and other costs. Construction Lending The Developer has arranged construction financing through a combination of developer equity and conventional loans. The Construction Lender is HSH Nordbank AG, New York branch ( Nordbank ). The loan amount is $110,000,000 (the Construction Loan ). The Construction Loan is secured by leasehold deeds of trust over a portion of the Redevelopment Project and proceeds from condominium and hotel sales. Nordbank has also obtained personal guarantees from the members of the Developer to cover any cost overruns. Architectural Design The lead architectural firm for the Redevelopment Project is Thompson, Ventulett, Stainback & Associates, Inc. ( TVS ) based in Atlanta and Chicago. With more than 35 years of proven experience in planning, architecture and interior design, TVS is well known as an expert in the design of convention center and public assembly space and also offers services to the retail, office workplace, interiors, hospitality and entertainment markets. TVS has completed retail projects totaling 19

26 more than 100 million square feet in major projects across the United States and internationally. In 2002, TVS was honored with the prestigious AIA 2002 Architecture Firm of the Year Award. Construction Contractors The Killian-Turner Construction Team, a partnership between The Turner Corporation, a Missouri corporation ( Turner ), and Killian Construction Company, a Missouri corporation ( Killian ), is the general contractor for the entire Branson Landing project. Turner. Turner has a broader geographic presence in the U.S. than any other construction company. The company provides a complete range of construction and program management services in all segments of the nonresidential building market. With construction volume of $6.1 billion in 2003, Turner ranks first or second in major segments of the construction industry. Turner maintains a nationwide network of offices and a staff of more than 5,000 employees, performing work on over 1,500 projects each year. Turner s nationwide presence offers clients the accessibility and support of a local firm with the strength, stability and resources of a national corporation. Turner-built projects have been frequently recognized for superior construction performance by national and local chapters of the Associated General Contractors of America and other organizations. Killian. Since it s inception in Springfield, Missouri, in 1948, The Killian Group of Companies, which includes Killian (the Killian Group ), has experienced a pattern of continued growth. In the past decade, the Killian Group has seen its annual volume increase nearly four hundred percent. The Killian Group has grown from a collection of regional contractors to a collection of national contractors, with completed projects from Miami, Florida to Los Angles, California. Members of the Killian Group maintain contractors licenses in twenty-one states; while maintaining the Killian Group s corporate office and connections in the Ozarks. The Killian Group currently employs over 50 seasoned professionals who utilize the latest technology to efficiently manage every project, and give each client personal care. Summary of Sales and Leases Condominium Sales. To date, $64 million in luxury condominium inventory has been sold, representing 90% of the inventory available at the pre-construction stage. Total condominium sales are anticipated to eventually reach $66 million in the first phase of the condo development, which is scheduled to open in April The ability to own a luxury 1, 2 or 3-bedroom waterfront condo closely situated to upscale retail shopping, dining and entertainment, a convention center, and a town square is luring buyers from across the US and Canada. Retail Leasing - Anchor Tenants Belk Department Store. Belk Inc. ( Belk ) is constructing a store of 67,680 square feet at the north end of the Redevelopment Project. Belk is the nation s largest privately owned department store organization owned and operated by the Belk families for more than 111 years. Belk has more than 220 stores in 14 states currently operating in the southeast and mid-atlantic regions. Belk is currently focusing its expansion in mid-sized markets with stores in the 50,000 to 80,000 square foot range. Belk s target market customer is a year old female with a middle to upper level household income who works outside the home. Bass Pro Shops. The Developer is building an approximately 64,500 square foot anchor store for Bass Pro Shops ( Bass Pro ) including a 10,000 square foot restaurant, plus a full-service marina. As a result of the waterfront site, Bass Pro plans to focus a portion of its operations on boat sales. The marina will feature guide service, boat rentals and a boat service center. The waterfront site will also differentiate the store from the flagship Springfield, Missouri, store. There are currently 39 existing and proposed Bass Pro locations. Bass Pro and the Developer are not affiliated entities. Retail Leasing - Other Tenants. The leasing program is being managed by the Manager. The total leasable space in the center, including the anchor stores, is approximately 445,000 square feet. As of August 9, 2005, leases have been executed for 304,546 square feet of retail space and letters of intent have been agreed for a further 58,109 square feet of small shops. 20

27 A summary of the leasing status is set forth below. # Space No. Tenant Term of the Lease Square Feet Current Lease Status 1 Pad Bass Pro Shops ,500 FE 1a Barge Bass Pro - Islamorada Fish Company ,000 FE 2 Pad Belk Department Store 21 67,680 FE Bakery Café FE Branson Landing Realty 10 2,581 FE Candy Emporium 10 2,640 FE Christopher & Banks 10 3,017 FE Claire s 10 1,333 FE FatherTime 10 3,858 FE Gloria Jeans Coffee 10 1,089 FE Haagen Daz FE Hat World 10 1,105 FE Ozark Mountain Quilts 10 2,925 FE Pacific Sunwear 10 4,125 FE Regis Hairstylist 10 1,000 FE Rocky Mountain Chocolate Factory FE Sunglass Hut 10 1,435 FE Trade Secret 10 1,406 FE Westgate Resort 10 1,842 FE Westgate Resort 10 1,584 FE Westgate Resorts 10 1,229 FE Yankee Candle 10 1,532 FE Five & Dime General Store 10 2,892 FE Payless Shoesource 10 3,072 FE Nail City FE Fudgery, The 10 1,537 FE Bath Junkie 10 1,055 FE GNC 10 1,051 FE Bud Shop 10 3,887 FE Cardinals Clubhouse 10 1,392 FE Journeys 10 2,103 FE Victoria s Secret 10 6,002 FE Bath & Body Works 10 2,995 FE Build A Bear 10 3,004 FE Brookstone 13 3,550 FE Marble Slab 10 1,340 FE Disney Store 10 4,009 FE Children s Place 10 4,031 FE Rack Room Shoes 7 6,253 FE Casual Corner Annex 10 5,003 FE Ann Taylor Loft 10+2 options 6,035 FE Subway 10 1,509 FE 21

28 # Space No. Tenant Term of the Lease Square Feet Current Lease Status Justice 10 4,064 FE J. Jill 10 3,175 FE Famous Footwear 10 5,097 FE Famous Dave s BBQ 10 7,678 FE Best of Branson 10 1,300 FE Rushmore Coffee 10 1,145 FE Charlotte Russe 10 6,520 FE Yia Yias European Bistro 10 6,980 FE Finish Line 10 4,000 FE Sullivan s Steakhouse 10 7,163 FE Coldwater Creek 10 5,974 FE Kay Jewelers 10 1,677 FE White House/Black Market 10 2,883 FE Chico s 10 4,000 FE Hollister 10 6,057 FE Big Popper 10 1,452 FE C.J. Banks 10 3,397 FE Brighton Collectables 10 1,098 FE Oh My Godard Gallery 10 2,000 FE WJ McBrides 10 4,632 ECO Limited Editions for Her 10 3,049 ECO Steak Escape 10 1,959 RLO Aeropostale 10 3,433 RLO Dress Barn 10 4,567 RLO Asian Fusion Restaurant 10 10,269 RLO Joe s Crab Shack 12 6,551 LO Oasis of the Ozarks 10 1,500 LO Schultz & Dooley s Piano Bar 10 6,919 LO NASCAR 10 2,804 LO From Sea to Shore 10 2,002 LO Flying Burrito 10 1,890 LO Leathers with Style 10 2,179 LO Planet Smoothie LO Strasburg Children 10 1,505 LO Cache 10 1,934 LO Turtle Bay Clothing Company 10 2,000 LO TOTALS Total SF: 362,655 Total FE SF: 304,546 Total # FE Spaces: 60 Key: F & B Tenants Shown in Bold FE - Fully Executed TE - Tenant Executed LO - Lease Out RLO - Revised Lease Out ECO - Execution Copy Out RECO - Revised Execution Copy Out 22

29 Management Manager is contracted to provide development consulting, leasing, tenant coordination, management, and marketing services for the Redevelopment Project. Based in Chicago, Illinois, the Manager was formed more than 30 years ago and is presently the nation s leading retail third-party manager. The Manager s portfolio of managed properties includes more than 45 million square feet of regional malls, community centers, mixed-use projects, office buildings, and government real estate in 20 states and the District of Columbia. As a vertically integrated property management company, the Manager serves a wide range of clients, including banks, the State and Federal Government, insurance companies, pension funds, and private investors. The Manager is recognized as an industry leader in all aspects of property management. It is a full service organization that provides in-house expertise for virtually all management, marketing, leasing and development issues. The Manager has 11 specialized departments that work together on each managed property. (Remainder of this page intentionally left blank.) 23

30 Estimated Pledged Revenues and Projected Impact on the Series 2005A Bonds of the Mandatory/ Super Sinker Redemption Provisions Based on the projected Pledged Revenues set forth in the Consultant Report attached hereto as APPENDIX B and assuming the proposed TDD Revenues continue to grow at a 2% per year rate thereafter until the expiration of tax increment financing, the following table contains the estimated debt service on the Series 2005A Bonds and the impact of mandatory/ super sinker redemption should revenues match the projected revenues from the Consultant Report. The actual interest rate will not be determined until and if the Series 2005A Bonds are issued and may be higher or lower than the estimated interest rate. If the interest rate is higher the super sinker redemption will be slower than projected. This table does not include projections of Conditionally Allotted TIF Revenues or Subordinate Lien Revenues and the amount of the super sinker redemption is based on projections from the Consultant Report and an assumption of a 2% per year growth rate for the period after that described in the Consultant s Report. Term 2021 Term 2029 Year Scheduled Redemption Super Sinker Redemption Scheduled Redemption Super Sinker Redemption 6/1/2007 $15,000 $ 395,000 6/1/ , ,000 6/1/ , ,000 6/1/ , ,000 6/1/ ,000 1,025,000 6/1/ ,000 1,115,000 6/1/ ,000 1,210,000 6/1/ ,000 1,310,000 6/1/ , ,000 6/1/ $1,230,000 6/1/ ,000-6/1/2016-1,535,000 6/1/ ,000-6/1/2017-1,660,000 6/1/ ,000-6/1/2018-1,790,000 6/1// ,000-6/1/2019-1,930,000 6/1/ ,000-6/1/2020-2,080,000 6/1/ ,000-6/1/ ,000 6/1/2022 $1,025,000-6/1/2023 1,110,000-6/1/2024 1,205,000-6/1/2025 1,305,000-6/1/2026 1,410,000-6/1/2027 1,520,000-6/1/2028 1,635,000-6/1/2029 1,760,000 - Total: $7,590,000 $7,590,000 Total: $10,970,000 $10,970,000 Average Life Competition The Consultant Report includes a discussion of competitive market conditions and the retail shopping centers which are likely to compete, or may in the future compete with the Redevelopment Project. Reference is made to the Consultant Report for a discussion of such conditions. See APPENDIX B hereto. 24

31 THE AUTHORITY Organization and Powers The Authority is a public corporation, duly organized and existing under the laws of the State, including particularly the IDA Act. The Authority is authorized under the IDA Act to, among other things, (i) finance all or any part of the costs of projects (as defined in the IDA Act); (ii) issue its bonds to finance such projects and refund prior issues; and (iii) pledge the income and revenues to be received with respect to such projects sufficient for the payment of such bonds and the interest thereon. The Authority may issue its bonds, notes or other obligations for any of its corporate purposes. Neither the directors of the Authority nor any person executing the Series 2005A Bonds will personally be liable on the Series 2005A Bonds by reason of the issuance thereof. THE SERIES 2005A BONDS DO NOT CONSTITUTE A GENERAL OBLIGATION OF THE AUTHORITY OR THE CITY AND DO NOT CONSTITUTE AN INDEBTEDNESS OF THE AUTHORITY, THE CITY, OR THE STATE OR ANY POLITICAL SUBDIVISION THEREOF WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY PROVISION OR LIMITATION. NEITHER THE FULL FAITH AND CREDIT NOR THE TAXING POWER OF THE CITY, THE STATE OR ANY POLITICAL SUBDIVISION THEREOF IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF OR INTEREST ON THE SERIES 2005A BONDS. THE ISSUANCE OF THE SERIES 2005A BONDS SHALL NOT, DIRECTLY, INDIRECTLY OR CONTINGENTLY, OBLIGATE THE CITY, THE STATE OR ANY POLITICAL SUBDIVISION THEREOF TO LEVY ANY FORM OF TAXATION THEREFOR OR TO MAKE ANY APPROPRIATION FOR THEIR PAYMENT. THE AUTHORITY HAS NO TAXING POWER. Members and Officers The Authority has a Board of Directors in which all the powers of the Authority are vested, which consists of five directors, all of whom are duly qualified electors of and taxpayers in the City. The current members and officers of the Board of Directors of the Authority are as follows: Name Paul Miller Scott Bockman Cherry Froyland Charles Hargrove Linda Hargrove Title President Vice President Secretary Treasurer Assistant Secretary Indebtedness of the Authority The Authority is authorized to issue and may issue other series of bonds and notes secured by instruments separate and apart from the Indenture and the Financing Agreement. The owners of such bonds and notes will have no claim on the assets, funds or revenues of the Authority securing the Series 2005A Bonds, and the Owners of the Series 2005A Bonds will have no claim on the assets, funds or revenues of the Authority securing such other bonds and notes. THE CITY The City was organized on April 2, 1912 and is a political subdivision of the State of Missouri. The City, located in Taney County, is a fourth class city and is governed by a Board of Aldermen which is comprised of six aldermen and a mayor. For additional information regarding the City, see APPENDIX A hereto. The Series 2005A Bonds are not a general, special or limited obligation of the City and are payable solely from the sources described in this Official Statement. The information regarding the City contained in APPENDIX A should not be construed as an indication that the Series 2005A Bonds are payable from any source other than as described in this Official Statement. See the section herein captioned SECURITY FOR THE SERIES 2005A BONDS. 25

32 BONDOWNERS RISKS The Series 2005A Bonds are speculative securities and an investment in the Series 2005A Bonds is subject to a number of significant risk factors. Prospective purchasers of the Series 2005A Bonds should make such investigations and obtain such additional information from the Authority, the City, the Developer and others as they deem advisable in connection with their evaluation of the suitability of the Series 2005A Bonds for investment. Before purchasing any of the Series 2005A Bonds, prospective investors and their professional advisors should carefully consider, among other things, the following risk factors, which are not meant to be an exhaustive listing of all risks associated with the purchase of the Series 2005A Bonds. The order of presentation of the risk factors does not necessarily reflect the order of their importance. Prospective purchasers of the Series 2005A Bonds should analyze carefully the information contained in this Official Statement, including the Appendices hereto, and additional information in the form of the complete documents summarized herein, copies of which are available as described in this Official Statement. This Official Statement is furnished solely for consideration by prospective purchasers of the Series 2005A Bonds with the experience and financial expertise to understand and evaluate the significant degree of risk inherent in the investment. Purchase of the Series 2005A Bonds will constitute an investment subject to a significant degree of risk, including the risk of nonpayment of principal and interest. Nature of the Obligations The Series 2005A Bonds and the interest thereon are special, limited obligations of the Authority and are payable solely from and secured by the Pledged Revenues and other moneys on deposit under the Indenture, including amounts in the Series 2005A Account of the Debt Service Reserve Fund. The realization of such revenues is dependent upon, among other things, the capabilities of owners and managers of development projects in the Redevelopment Project Areas and future changes in economic and other conditions that are unpredictable and cannot be determined at this time. The Series 2005A Bonds do not constitute a general obligation of the Authority or the City and do not constitute indebtedness of the Authority, the City, the State or any political subdivision of the State within the meaning of any constitutional or statutory provision or limitation. Neither the City, the State nor any political subdivision of the State is obligated to levy any tax or to make any appropriation for the payment of the Series 2005A Bonds. The Authority has no taxing power. Consultant Report and Financial Projections The projected annual PILOTS and EATS and TDD Revenues contained in the Consultant Report and included or reflected in this Official Statement are based on various assumptions concerning facts and events over which the Authority, the City, and the Developer have no control. No representation or warranty is or can be made about the amount or timing of any future income, loss, occupancy, valuation, increased assessment or revenues, or that actual results will be consistent with the Consultant Report or with the projections contained therein. The information in the Consultant Report is based on various assumptions, estimates and opinions. For example, the Consultant Report projects that the Redevelopment Project will capture 20% of retail demand and 15% of the restaurant demand in the City. If this or other assumptions are not achieved, the ability to pay principal and interest on the Series 2005A Bonds may be jeopardized. There is no assurance that actual events will correspond with the projections or the assumptions, estimates and opinions on which they are based. The Consultant Report is forward-looking and involves certain assumptions and judgments regarding future events. Although the Consultant Report is based on currently available information, it is also based on assumptions about the future state of the national and regional economy and the local real estate markets as well as assumptions about future actions by various parties, which cannot be assured or guaranteed. The Consultant Report is not a prediction or assurance that a certain level of performance will be achieved or that certain events will occur. The actual results will vary from the Consultant Report, and the variations may be material. Prospective Bondowners should read the Consultant Report carefully and form their own opinions about the validity and reasonableness of such assumptions. See the discussion under the caption CONSULTANT REPORT herein and APPENDIX B hereto. Non-Appropriation The application of the EATS portion of Pledged Revenues, the Conditionally Allotted TIF Revenues, if any, and the Subordinate Lien Revenues, if any, to the payment of the principal of and interest on the Series 2005A 26

33 Bonds is subject to annual appropriation by the City. Although the City has covenanted in the Financing Agreement that the appropriation of the EATS to the Special Allocation Fund will be included in the budget submitted to the Board of Aldermen for each fiscal year, there can be no assurance that such appropriation will be made by the Board of Aldermen, and the Board of Aldermen is not legally obligated to make any such appropriation. If such EATS are not appropriated, such funds would be forwarded to the City and distributed to the City s various taxing districts. Termination of Tax Increment Financing The effective date of the adoption of tax increment financing for those portions of the Redevelopment Area where the great majority of the sales tax generating Private Improvements are located will likely be between Spring, 2006 and December 29, The effective date of the adoption of tax increment financing for those portions of the Redevelopment Area where the convention center and convention center hotel will be located will likely be between Spring, 2007 and December 31, For each such area, tax increment financing will terminate not later than 23 years from the effective date thereof. See APPENDIX E - "SUMMARY OF TAX INCREMENT FINANCING - The Redevelopment Project." Limited Pledge Equal to TDD Revenues While the Trust Estate includes a pledge of Subordinate Lien Revenues, it is important to note after the Convention Center Conditions and the Convention Center Hotel Conditions are satisfied, the Subordinate Lien Revenues will be subject to a prior pledge to the repayment of more than $150 million of MDFB Bonds issued or repaid from funds under the MDFB Indenture, neither the City, the Authority nor the Developer anticipate that any Subordinate Lien Revenues will be available to pay the Series 2005A Bonds Limited Duration of Pledge of Conditionally Allotted TIF Revenues While the Trust Estate includes a pledge of the Conditionally Allotted TIF Revenues, if any, it is important to note that upon the satisfaction of the Convention Center Conditions and the Convention Center Hotel Conditions, the conditional pledge of the Conditionally Allotted TIF Revenues will be terminated. In addition, there currently is a prior pledge of those same revenues to the repayment of more than $40 million of MDFB Bonds issued or repaid under the MDFB Indenture. Notwithstanding this prior pledge, should the Convention Center Conditions and the Convention Center Hotel Conditions not be satisfied, it is anticipated that a significant amount of funding will be available through this Conditionally Allotted TIF Revenue pledge to pay principal and interest on the Series 2005A Bonds. Currently the City and the Developer anticipate satisfying the Convention Center Conditions and the Convention Center Hotel Conditions before the end of 2005 and as a result the holders would receive no Conditionally Allotted TIF Revenues. Financial Feasibility of the Redevelopment Project A portion of the Project is under construction, see the caption THE REDEVELOPMENT PROJECT. In the event that the Developer or the City is unable to complete construction of the Redevelopment Project (or any material part thereof) for any reason, sufficient revenue will not be available to pay the principal of and interest on the Bonds. Delays in construction due to weather, strikes or shortages of materials will also adversely impact the receipt of revenues. The financial feasibility of the Redevelopment Project depends in large part upon the ability of the Developer to attract and maintain sufficient numbers of tenants to achieve and then to maintain substantial occupancy throughout the term of the Bonds. If the Developer fails to achieve and maintain substantial occupancy of the Private Improvements and Public Improvements, there may be insufficient revenue to pay the MDFB Bonds, the Series 2005A Bonds, and any Additional Bonds. The Manager Members of the Manager have significant experience in managing retail centers similar to the retail component of the Redevelopment Project. However, the Manager is under no obligation to continue to manage such retail operations. See the caption THE REDEVELOPMENT PROJECT Management. Payment of debt service on the Bonds will be dependent on current and future managers of the retail component of the Redevelopment Project to assure the EATS and TDD Revenues are generated, that assessed valuation is maintained and the PILOTS are thereby generated. 27

34 The Convention Center The convention center is intended to attract a variety of conventions, tradeshows, corporate events, consumer shows, smaller meetings, and banquets. In addition, the facility is expected to book concerts, other entertainment shows, sports events and miscellaneous other activities. Given the limited air service to the Branson market, the majority of events will be sponsored by state and regional organizations, relying upon the drive in market. No Covenant of Continuous Operation Some of the leases may not require the tenants to continuously operate their businesses. In such case, a tenant may cease operations but continue to pay rent to the Developer. Under such circumstances, no Pledged Revenues or TDD Revenues would be generated by such tenant. Reliance on the Developer, Tenants and Subsequent Property Owners The development of the Private Improvements has been undertaken by the Developer and those parties contracting with the Developer. The real estate within the Redevelopment Area is owned by the City. The Developer has leased certain portions of the Redevelopment Area pursuant to the Master Lease for a period of 99 years; however, the Developer is under no other obligation to continue to lease all or any portion of the Redevelopment Project for the term of the Series 2005A Bonds. If the Developer is replaced as the lessee under the Master Lease, the payment of debt service on the Series 2005A Bonds will be dependent, in part, on currently unidentified subsequent developer(s). Even if the Redevelopment Project is fully constructed, occupied and leased, payments of PILOTS will be dependent upon the Developer and the other owners and subsequent owners and lessees of space within the Redevelopment Project to pay the PILOTS payable with respect thereto. The default by any tenant of the real estate relating to the Redevelopment Project in the payment of such PILOTS would adversely affect the PILOTS available to pay the Series 2005A Bonds. The availability of EATS for repayment of the Series 2005A Bonds will be dependent upon the level of retail sales within the Redevelopment Project. Leases for real estate within the Redevelopment Project Areas will provide that each tenant is responsible for a share of real estate taxes and assessments (including PILOTS) and certain other common area expenses. If any tenant defaults in paying its share of such taxes or other common area expenses, the Developer or any subsequent owner(s) of such real estate will be responsible for such payments although the Developer would have the right to declare a default under the tenant s lease if the tenant failed to pay the same. There can be no assurance that the Developer will have the financial ability to make such payments. No Mortgage of the Project Payment of the principal of and interest on the Series 2005A Bonds is not secured by any deed of trust, mortgage or other lien on the Redevelopment Project or any portion thereof, including the Project; however, under the TIF Act PILOTS that are due and owing constitute a lien against the real estate in the Redevelopment Project Areas from which they are derived, including Redevelopment Project Area 4. Upon a default in the payment of any PILOTS, the lien for unpaid PILOTS may be enforced by Taney County. Failure to Maintain Levels of Assessed Valuation There can be no assurance that the assessed value of the Redevelopment Project Areas will equal or exceed the projected assessed value. Even if the assessed value is initially determined as projected in the Consultant Report, there can be no assurance that such assessed value will be maintained throughout the term of the Series 2005A Bonds. If at any time during the term of the Series 2005A Bonds the actual assessed value is less than projected, the amount of the PILOTS will be less than projected and the amounts paid into the Special Allocation Fund may not be sufficient to pay debt service on the Series 2005A Bonds. Even if the Taney County Assessor s determination of the assessed value of the Redevelopment Project Areas equals or exceeds the projected assessed value, landowners in the Redevelopment Project Areas have the right to appeal such determination. If any such appeal is not resolved prior to the time when real estate taxes and PILOTS are due, the taxpayer may pay the taxes and PILOTS under protest. In such event, that portion of taxes and PILOTS being protested will not be available for deposit into the Special Allocation Fund until the appeal has been concluded. If the appeal is resolved in favor of the taxpayer, the assessed value will be reduced, in which event the 28

35 PILOTS may be less than projected. See APPENDIX E SUMMARY OF TAX INCREMENT FINANCING Assessment and Collection of Ad Valorem Taxes attached hereto. Risks of Public Improvements and Road Access The Consultant Report indicated that the projected level of sales will require a significant modification to existing visitor traffic patterns, which are concentrated well to the west of the site of the Project. The City has been undertaking significant road improvements in order to better serve the site of the Project. The Consultant Report has not analyzed the ability of these improvements to accommodate the needed traffic volumes. Risks of Landscaping, Physical Environment and Ongoing Maintenance While the Consultant Report involves certain assumptions as to the inherit risks in entertainment/touristoriented retail development, such report identifies a specific risk as to insuring that the physical environment surrounding the Project will be of sufficient quality to have a high probability of creating a true attraction. There could be no assurance that the tenant roster and site development elements will result in creating a true attraction or whether the final landscaping and theme elements are completed and maintained on an ongoing basis. Tax Increment Financing Litigation Litigation regarding the constitutionality and application of the TIF Act is currently pending in various Missouri circuit courts. Circuit courts in Missouri are trial courts and decisions in those courts are not binding on other Missouri courts. Circuit court decisions, whether favorable or unfavorable with respect to the constitutionality and application of the TIF Act, may be appealed to a Missouri Court of Appeals and, ultimately, the Missouri Supreme Court. If the plaintiffs are successful in one or more of the currently pending cases, the court s decision may interpret the requirements of the TIF Act in a manner adverse to the establishment of tax increment financing in the Redevelopment Area. It is not possible to predict whether an adverse holding in any current or future litigation would prompt a challenge to the adoption of tax increment financing in the Redevelopment Area or how that decision would be applied by a court with respect to the Redevelopment Area. If current or future litigation challenging all or any part of the TIF Act were to be applied to the adoption of tax increment financing in the Redevelopment Area, the Pledged Revenues may not be available to pay principal of and interest on the Bonds and the enforceability of the Indenture could be adversely affected. The Authority and City cannot predict or guarantee the outcome of any currently pending or future litigation challenging the constitutionality or the application of the TIF Act or the application by a court of a potential holding in any case to other tax increment projects. Additional Bonds Additional Bonds which have the same Interest Payment Dates and the same dates for payment of principal as the Series 2005A Bonds may be issued under and equally and ratably secured by the Indenture on a parity (except as otherwise provided in the Indenture) with the Series 2005A Bonds and any other Additional Bonds at any time and from time to time, upon compliance with the conditions set forth in the Indenture for any purpose authorized under the TIF Act and the IDA Act. Investors should consider the potential issuance of Additional Bonds and the impact on the amount of Pledged Revenues available to make payments on the Series 2005A Bonds. Risks Associated with Tourism Industry Economic activity in the City is heavily dependent upon the tourism industry. Over half of the tax revenues collected per year in the City are tourism tax revenues and sales tax revenues. The majority of these taxes are collected on ticketed attractions (i.e., music theater tickets, theme park tickets), overnight accommodations, food, beverages and retail sales. The generation of tourism tax and sales tax are affected by a number of factors, many of which are beyond the control of the City. The tourism industry is cyclical and can be adversely affected by changes in the economy, travel costs, competition, safety considerations, seasonality and changes in traveler vacation patterns. These factors potentially impact occupancy rates of overnight accommodations, consumption of food and beverages and sales of tickets to ticketed events. Fluctuations in these factors may adversely affect the amount and timing of amounts available for appropriation by the City which are necessary to make Payments for the MDFB Bonds and the Series 2005A Bonds. It is not possible to make a precise count of the number of annual visitors to a typical destination, so indirect measures are employed. The Branson Convention and Visitors Bureau ( CVB ) estimates that approximately 4.7 million persons stayed overnight in the Branson vicinity in 2004, plus over 2.5 million day visitors, for an estimated total in excess of 7.2 million. The CVB estimates indicate that overnight visitation has 29

36 been relatively stable since 1999, following a decade of strong growth. Based on hotel and other data, the Consultant Report estimates the current volume of overnight visitation at approximately 4.5 million persons annually. The tourism industry in the City was not adversely affected after the events of September 11, 2001 that adversely affected other travel destinations. This is due, at least in part, to the fact that the City is not reliant upon air travel. A significant majority of the City s visitors arrive by automobile and motor coach. Factors which adversely impact automobile and motor coach transportation, such as fuel shortages or increases in the cost of fuel, could adversely impact the City. Many of the attractions in the City are musical theaters, theme parks and other entertainment and amusement activities. A significant decline in the popularity of such activities could have an adverse impact on the tourism industry in the City. Changes in State and Local Tax Laws The Consultant Report assumes no substantial change in the basis of extending, levying and collecting real property taxes, PILOTS and EATS and TDD Revenues. Any change in the current system of collection and distribution of real property taxes, PILOTS and EATS in the County or the City, including without limitation the reduction or elimination of any such tax, judicial action concerning any such tax or voter initiative, referendum or action with respect to any such tax, could adversely affect the availability of revenues to pay the principal of and interest on the Series 2005A Bonds. There can be no assurance that the current system of collection and distribution of the real property taxes, PILOTS or EATS in the County or the City will not be changed by any competent authority having jurisdiction to do so, including without limitation the State, the County, the City, school districts, the courts or the voters, and neither the Financing Agreement nor the Indenture limits the ability of the City to make any such changes with respect to City taxes and levies. Reductions in State and Local Tax Rates Any taxing district in the Redevelopment Project Areas could lower its tax rate, which would have the effect of reducing the PILOTS and EATS and TDD Revenues derived from the Redevelopment Project Areas. Such a reduction in rates could be the result of the governing body of the taxing district s desire to lower tax rates, taxpayer initiative, or in response to state or local litigation or legislation affecting the broader taxing structure within the taxing district, such as litigation or legislation affecting the primary reliance on ad valorem property taxes to fund elementary and secondary education in the State. Limitations on Remedies The remedies available upon a default under the Indenture, the Financing Agreement, and other legal documents relating to the Series 2005A Bonds will, in many respects, be dependent upon judicial actions, which are often subject to discretion and delay. Under existing constitutional and statutory laws and judicial decisions, including the United States Bankruptcy Code, the remedies specified in the Indenture, the Redevelopment Agreement, the Financing Agreement, and other legal documents may not be readily available or may be limited. The various legal opinions to be delivered in connection with the issuance of the Series 2005A Bonds will be expressly subject to the qualification that the enforceability of the Indenture, the Redevelopment Agreement, the Financing Agreement, and other legal documents is limited by bankruptcy, reorganization, insolvency, moratorium and other similar laws affecting the rights of creditors generally and by the exercise of judicial discretion in appropriate cases. Changes in Economic and Market Conditions The assessed values and revenues contained in the Consultant Report and used in determining the projected average life of the Series 2005A Bonds are based on the current status of the national and local business economy and assume a future performance of the real estate market similar to the historical performance of such market in the metropolitan Branson area. Changes in real estate market conditions in the area surrounding the City, changes in use of the Redevelopment Project, as well as changes in general or local economic conditions, could adversely effect the value of the property and the level of economic activity in the Redevelopment Project Areas and, consequently, the amount of PILOTS and EATS (as limited by TDD Revenues) generated in the Redevelopment Project Areas and collected for deposit into the Special Allocation Fund for payment of debt service on the Series 2005A Bonds. 30

37 Factors Affecting Economic Activity Tax Revenues Overview; Change in Use. EATS are contingent and may be adversely affected by a variety of factors, including economic conditions within the Redevelopment Project Areas and the surrounding area, competition from other retail businesses, rental rates and occupancy rates in the Redevelopment Project Areas, suitability of the Redevelopment Project for the local market, local unemployment, availability of transportation, neighborhood changes, crime levels in the area, vandalism, operating costs and interruption or termination of operation of the commercial or retail developments in the Redevelopment Project Areas as a result of fire, natural disaster, strikes or similar events, among many other factors. As a result, it is difficult to predict with certainty that the Redevelopment Project will continue to be operated as a mixed use retail shopping center and that the expected amount of EATS which will be available for appropriation and to pay the principal of and interest on the Series 2005A Bonds. The retail sales industry is highly competitive. Retail businesses outside of the Redevelopment Project Areas, which are currently existing or which are developed after the date of this Official Statement, will be competitive with retail businesses in the Redevelopment Project Areas and could have an adverse impact on the available amount of EATS generated within the Redevelopment Project Areas. Damage or Destruction of the Redevelopment Project. In addition to the foregoing, the partial or complete destruction of the Redevelopment Project as a result of fire, natural disaster or similar casualty event, or the temporary or permanent closing of one or more retail establishments in the Redevelopment Project due to strikes or business failure, would adversely affect the EATS derived from the Redevelopment Project Areas and thereby adversely affect the revenues available to pay the Series 2005A Bonds. A casualty event to the Redevelopment Project may also adversely affect the amount of PILOTS derived from the Redevelopment Project Areas. Any insurance maintained by owners or tenants of the Redevelopment Project for such casualty or business interruption is not likely to include coverage for property or sales taxes that otherwise would be generated by the establishment. State Legislative Action. The Missouri General Assembly has the authority to amend the provisions of Missouri State law governing the sales taxes imposed by the City and other taxing districts. Any such amendment (including without limitation such things as changes to the tax base and exemptions) could reduce the amount of EATS received by the City. Changes in Economic and Demographic Conditions. Sales tax revenues historically have been sensitive to changes in local, regional and national economic conditions. For example, sales tax revenues have historically declined during economic recessions, when high unemployment adversely affects consumption. Demographic changes in the population of the market area for the Redevelopment Project may adversely affect the level of sales tax revenues. A decline in population, or reductions in the level of tourism in the market area, could reduce the number and value of taxable transactions and thus reduce the amount of sales tax revenues. It is not possible to predict whether or to what extent any such changes in economic conditions, demographic characteristics, population or commercial and industrial activity will occur, and what impact any such changes would have on EATS. Competition. Increases in sales tax rates in the City may create incentives for certain purchases to be made in jurisdictions with lower overall sales tax rates. As a result, increasing sales tax rates may prompt certain commercial and industrial activities to relocate to jurisdictions with lower sales tax rates. In addition, several shopping centers in the area surrounding the City may be possible competitors of the Redevelopment Project. See a discussion of competition for the Redevelopment Project in APPENDIX B hereto. Availability of Debt Service Reserve Fund At the time of issuance of the Series 2005A Bonds, the Series 2005A Account of the Debt Service Reserve Fund will be funded from proceeds of the Series 2005A Bonds in the amount of the Debt Service Reserve Requirement for the Series 2005A Bonds. See the section herein captioned SECURITY FOR THE SERIES 2005A BONDS Debt Service Reserve Fund. There can be no assurance that the amounts on deposit in the Series 2005A Account of the Debt Service Reserve Fund, if needed for payment of the Series 2005A Bonds, will be available in the full amount of the Debt Service Reserve Requirement for the Series 2005A Bonds, because (1) the market value of the securities in which such funds are invested may have declined or (2) funds may previously have been transferred from the Series 2005A Account of the Debt Service Reserve Fund to the Debt Service Fund for the Series 2005A Bonds; and in any such case sufficient amounts may not be available in the Revenue Fund to replenish the Series 2005A Account of the Debt Service Reserve Fund to the Debt Service Reserve Requirement for the Series 2005A Bonds. See APPENDIX C hereto. 31

38 Determination of Taxability Failure to comply with certain legal requirements (see the section herein captioned TAX MATTERS ) could cause the inclusion of interest on the Series 2005A Bonds in gross income for federal income tax purposes retroactive to the date of issuance of the Series 2005A Bonds. In the event of the taxability of the Series 2005A Bonds, Bondowners would continue to be entitled to receive payments of principal and interest as and when due, but would be required to include the interest payments in their gross income for federal income tax purposes. Lack of Rating and Market for the Series 2005A Bonds The Series 2005A Bonds have not received a credit rating by any rating agency. The absence of a rating could affect the ability of owners of the Series 2005A Bonds to sell their Bonds or the price at which their Bonds can be sold. No assurance can be given that a secondary market for the Series 2005A Bonds will develop following the completion of the offering of the Series 2005A Bonds. The Series 2005A Bonds are not readily liquid and no person should invest in the Series 2005A Bonds with funds such person may need to convert readily into cash. Bondowners should be prepared to hold their Bonds to the stated maturity date. The Underwriter will not be obligated to repurchase any of the Series 2005A Bonds, and no representation is made concerning the existence of any secondary market for the Series 2005A Bonds. No assurance can be given that any secondary market will develop following the completion of the offering of the Series 2005A Bonds and no assurance can be given that the initial offering price for the Series 2005A Bonds will continue for any period of time. Early Redemption of certain Series 2005A Bonds The Indenture provides that certain Series 2005A Bonds, or portions thereof, are subject to optional redemption by the Authority at the direction of the City on or after June 1, 2015, in whole or in part at any time at a redemption price equal to 100% of the principal amount to be redeemed, together with interest accrued to the date fixed for redemption. Series 2005A Bonds are also subject to mandatory sinking fund redemption and special mandatory/ super-sinker redemption. Purchasers of the Series 2005A Bonds should bear in mind that such redemption could affect the price of the Series 2005A Bonds in the secondary market. See the discussion under the caption THE SERIES 2005A BONDS Redemption herein. Forward-Looking Statements Certain statements included in or incorporated by reference in this Official Statement that are not purely historical are forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995, Section 21E of the United States Securities Exchange Act of 1934, as amended, and Section 27A of the United States Securities Act of 1933, as amended, and reflect the City s and the Authority s current expectations, hopes, intentions or strategies regarding the future. Such statements may be identifiable by the terminology used such as plan, expect, estimate, budget, intend or other similar words. Such forwardlooking statements include, among others, certain statements under this section captioned BONDOWNERS RISKS. THE ACHIEVEMENT OF CERTAIN RESULTS OR OTHER EXPECTATIONS CONTAINED IN SUCH FORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS WHICH MAY CAUSE ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS DESCRIBED TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS INCLUDED IN SUCH RISKS AND UNCERTAINTIES ARE (i) THOSE RELATING TO THE POSSIBLE INVALIDITY OF THE UNDERLYING ASSUMPTIONS AND ESTIMATES, (ii) POSSIBLE CHANGES OR DEVELOPMENTS IN SOCIAL ECONOMIC, BUSINESS, INDUSTRY, MARKET, LEGAL AND REGULATORY CIRCUMSTANCES, AND (iii) CONDITIONS AND ACTIONS TAKEN OR OMITTED TO BE TAKEN BY THIRD PARTIES, INCLUDING CUSTOMERS, SUPPLIERS, BUSINESS PARTNERS AND COMPETITORS, AND LEGISLATIVE, JUDICIAL AND OTHER GOVERNMENTAL AUTHORITIES AND OFFICIALS. ASSUMPTIONS RELATED TO THE FOREGOING INVOLVE JUDGMENTS WITH RESPECT TO, AMONG OTHER THINGS, FUTURE ECONOMIC, COMPETITIVE, AND MARKET CONDITIONS AND FUTURE BUSINESS DECISIONS, ALL OF WHICH ARE DIFFICULT OR IMPOSSIBLE TO PREDICT ACCURATELY. FOR THESE REASONS, THERE CAN BE NO ASSURANCE THAT THE FORWARD- LOOKING STATEMENTS INCLUDED IN THIS OFFICIAL STATEMENT WILL PROVE TO BE ACCURATE. 32

39 UNDUE RELIANCE SHOULD NOT BE PLACED ON FORWARD-LOOKING STATEMENTS. ALL FORWARD-LOOKING STATEMENTS INCLUDED IN THIS OFFICIAL STATEMENT ARE BASED ON INFORMATION AVAILABLE TO THE AUTHORITY AND THE CITY ON THE DATE HEREOF, AND NEITHER THE AUTHORITY NOR THE CITY ASSUME ANY OBLIGATION TO UPDATE ANY SUCH FORWARD-LOOKING STATEMENTS IF OR WHEN THEIR EXPECTATIONS OR EVENTS, CONDITIONS OR CIRCUMSTANCES ON WHICH SUCH STATEMENTS ARE BASED OCCUR OR FAIL TO OCCUR, OTHER THAN AS INDICATED UNDER THE CAPTION CONTINUING DISCLOSURE. LITIGATION The Authority There is no litigation, controversy or other proceeding of any kind pending, or to the Authority s knowledge, threatened in which any matter is raised or may be raised questioning, disputing, challenging or affecting in any way the legal organization of the Authority, the right or title of any of the Authority s officers to their respective offices, the Indenture, the Financing Agreement, the legality of any official act taken in connection with the issuance of the Series 2005A Bonds or the legality of any of the proceedings had or documents entered into in connection with the authorization, issuance or sale of the Series 2005A Bonds. The City There is no litigation, controversy or other proceeding of any kind pending or, to the City s knowledge, threatened in which any matter is raised or may be raised questioning, disputing, challenging or affecting in any way the legal organization of the City or its boundaries, the right or title of any of the City s officers to their respective offices, the Redevelopment Plan, the Redevelopment Project or the Redevelopment Project Areas, the constitutionality or validity of the Series 2005A Bonds, the legality of any official act taken in connection with the execution and delivery of the Financing Agreement or the legality of any of the proceedings had or documents entered into in connection with the authorization, execution and delivery of the Financing Agreement. The Developer There presently is no litigation, proceeding or investigation pending or, to the knowledge of the Developer, threatened against the Developer, other than claims that are not expected to materially and adversely affect the financial condition or operations of the Developer. In addition, no litigation, proceedings or investigations are pending or, to the knowledge of the Developer, threatened against the Developer seeking to restrain, enjoin or in any way limit the approval or issuance and delivery of the Indenture, the Series 2005A Bonds, the Financing Agreement or any other transaction documents, or that in any manner challenge or adversely affect the corporate existence or powers of the Developer to enter into and carry out the transactions described in this Official Statement. Tax Increment Financing Litigation Litigation regarding the constitutionality and application of the TIF Act is currently pending in various Missouri circuit courts. Circuit courts in Missouri are trial courts and decisions in those courts are not binding on other Missouri courts. Circuit court decisions, whether favorable or unfavorable with respect to the constitutionality and application of the TIF Act, may be appealed to a Missouri Court of Appeals and, ultimately, the Missouri Supreme Court. If the plaintiffs are successful in one or more of the currently pending cases, the court s decision may interpret the requirements of the TIF Act in a manner adverse to the establishment of tax increment financing in the Redevelopment Area. It is not possible to predict whether an adverse holding in any current or future litigation would prompt a challenge to the adoption of tax increment financing in the Redevelopment Area or how that decision would be applied by a court with respect to the Redevelopment Area. If current or future litigation challenging all or any part of the TIF Act were to be applied to the adoption of tax increment financing in the Redevelopment Area, the Pledged Revenues may not be available to pay principal of and interest on the Bonds and the enforceability of the Indenture could be adversely affected. The Authority and City cannot predict or guarantee the outcome of any currently pending or future litigation challenging the constitutionality or the application of the TIF Act or the application by a court of a potential holding in any case to other tax increment projects. See BONDOWNERS RISKS Tax Increment Financing Litigation. 33

40 FINANCIAL ADVISOR Columbia Capital Management, LLC (the Financial Advisor ), an independent financial advisor located in Mission, Kansas, is engaged as financial advisor to the City and the Authority to render certain professional services, including advising the City and to the Authority on a plan of finance. The Financial Advisor, in its capacity as financial advisor, has read and participated in drafting certain portions of this Official Statement. The Financial Advisor has not, however, independently verified the factual information contained in this Official Statement. The Financial Advisor will not participate as an underwriter or member of any syndicate that bids for the Series 2005A Bonds. LEGAL MATTERS Legal matters incident to the authorization, issuance and sale of the Series 2005A Bonds are subject to the approving legal opinion of Gilmore & Bell, P.C., Bond Counsel, whose approving opinion will be delivered with the Series 2005A Bonds. The expected form of such opinion is attached as APPENDIX F hereto. Certain legal matters will be passed upon for the Authority and the City by Gilmore & Bell, P.C., for the Developer by Husch & Eppenberger, LLC and for the Underwriter upon by Bryan Cave LLP. Bond Counsel has not reviewed this Official Statement except for (a) the cover page hereof, (b) the portions hereof describing the Series 2005A Bonds and the security for the Series 2005A Bonds, (c) the sections entitled THE SERIES 2005A BONDS, (excluding the subsection Book-Entry-Only System as to which no opinion is expressed) SECURITY FOR THE SERIES 2005A BONDS, LITIGATION The Authority and The City and TAX MATTERS, and (d) APPENDIX C, APPENDIX D and APPENDIX F, and except for such portions, Bond Counsel has not participated in the preparation of this Official Statement. TAX MATTERS Opinion of Bond Counsel Federal and Missouri Tax Exemption. In the opinion of Gilmore & Bell, P.C., Bond Counsel, under existing law, the interest on the Series 2005A Bonds (including any original issue discount properly allocable to an owner thereof) is excluded from gross income for federal and Missouri income tax purposes and is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations. It should be noted however, that for the purpose of computing the alternative minimum tax imposed on corporations (as defined for federal income tax purposes), such interest is taken into account in determining adjusted current earnings. The opinions set forth in this paragraph are subject to the condition that the Authority comply with all requirements of the Internal Revenue Code of 1986, as amended (the Code ), that must be satisfied subsequent to the issuance of the Series 2005A Bonds in order that interest thereon be, or continue to be, excluded from gross income for federal and Missouri income tax purposes. The Authority has covenanted to comply with each such requirement. Failure to comply with certain of such requirements may cause the inclusion of interest on the Series 2005A Bonds in gross income for federal and Missouri income tax purposes retroactive to the date of issuance of the Series 2005A Bonds. The Series 2005A Bonds have not been designated as qualified tax-exempt obligations for purposes of Section 265(b) of the Code. No Other Opinion. Bond Counsel expresses no opinion regarding other federal tax consequences arising with respect to the Series 2005A Bonds. Original Issue Discount Bonds In the opinion of Bond Counsel, subject to the conditions set forth above, the original issue discount in the selling price of each Series 2005A Bond maturing on June 1, 2021, and June 1, 2029 (hereinafter referred to as the OID Bonds ), to the extent properly allocable to each owner of such Bond, is excludable from gross income for federal income tax purposes with respect to such owner. Original issue discount is the excess of the stated redemption price at maturity of an OID Bond over the initial offering price to the public (excluding underwriters and intermediaries) at which price a substantial amount of the OID Bonds were sold. Under Section 1288 of the Code, original issue discount on tax-exempt bonds accrues on a compound basis. For an owner who acquires an OID 34

41 Bond in this offering, the amount of original issue discount that accrues during any accrual period generally equals (i) the issue price of such OID Bond plus the amount of original issue discount accrued in all prior accrual periods, multiplied by (ii) the yield to maturity on such OID Bond (determined on the basis of compounding at the close of each accrual period and properly adjusted for the length of the accrual period), less (iii) any interest payable on such OID Bond during such accrual period. The amount of original issue discount so accrued in a particular accrual period will be considered to be received ratably on each day of the accrual period, will be excluded from gross income for federal income tax purposes, and will increase the owner s tax basis in such OID Bond. Any gain realized by an owner from a sale, exchange, payment or redemption of an OID Bond would be treated as gain from the sale or exchange of such Bond. Owners of OID Bonds should consult with their individual tax advisors to determine whether the application of the proposed original issue discount federal regulations will require them to include, for State and local income tax purposes, an amount of interest on the OID Bonds as income even though no corresponding cash interest payment is actually received during the tax year. Other Tax Consequences Prospective purchasers of the Series 2005A Bonds should be aware that there may be tax consequences of purchasing the Series 2005A Bonds other than those discussed under the caption TAX MATTERS Opinion of Bond Counsel, including the following: (1) Section 265 of the Code denies a deduction for interest on indebtedness incurred or continued to purchase or carry the Series 2005A Bonds or, in the case of a financial institution, that portion of such institution s interest expense allocable to interest on the Series 2005A Bonds; (2) with respect to insurance companies subject to the tax imposed by Section 831 of the Code, Section 832(b)(5)(B)(i) reduces the deduction for loss reserves by 15% of the sum of certain items, including interest on the Series 2005A Bonds; (3) interest on the Series 2005A Bonds earned by certain foreign corporations doing business in the United States could be subject to a branch profits tax imposed by Section 884 of the Code; (4) passive investment income, including interest on the Series 2005A Bonds, may be subject to federal income taxation under Section 1375 of the Code for Subchapter S corporations that have Subchapter C earnings and profits at the close of the taxable year, if greater than 25% of the gross receipts of such Subchapter S corporation is passive investment income; and (5) Section 86 of the Code requires recipients of certain Social Security and certain Railroad Retirement benefits to take into account, in determining gross income, receipts or accruals of interest on the Series 2005A Bonds. Bond Counsel expresses no opinion regarding these tax consequences. Purchasers of Series 2005A Bonds should consult their own tax advisors as to the applicability of these tax consequences. APPENDIX F contains the proposed form of opinion which is anticipated to be rendered by Bond Counsel at the time of delivery of the Series 2005A Bonds. CONTINUING DISCLOSURE The City will covenant in a Continuing Disclosure Agreement to provide certain financial information relating to the collection of PILOTS, EATS and TDD Revenues by not later than 180 days after the end of each fiscal year of the City, commencing with the fiscal year ending September 30, 2005, and to provide notices of the occurrence of certain enumerated events, if deemed by the City to be material. The Developer will covenant in a Continuing Disclosure Agreement to provide updated leasing information by (a) updating the information contained herein under the caption THE REDEVELOPMENT PROJECT Summary of Leases and Occupants, and (b) describing any unoccupied space as of the date of such report and any space which the Developer has been notified will become unoccupied during the next fiscal year, by not later than 30 days after the end of each calendar quarter, commencing with the calendar quarter ending September 30, 2005 and ending upon completion of construction of the Redevelopment Project and on an annual basis thereafter. See APPENDIX C attached hereto. 35

42 CERTAIN RELATIONSHIPS Gilmore & Bell, P.C., Bond Counsel, is representing the Authority and the City in connection with the issuance of the Series 2005A Bonds and has represented the Underwriter in transactions unrelated to the issuance of the Series 2005A Bonds, but is not representing the Underwriter in connection with the issuance of the Series 2005A Bonds. Bryan Cave LLP, Kansas City, Missouri, is representing the Underwriter in connection with the issuance of the Series 2005A Bonds and has represented the City in transactions unrelated to the issuance of the Series 2005A Bonds, but is not representing the Authority or the City in connection with the issuance of the Series 2005A Bonds. UNDERWRITING Citigroup Global Markets Inc. (the Underwriter ) has agreed, subject to certain conditions, to purchase the Series 2005A Bonds from the Authority at an aggregate purchase price of $18,019, (which takes into account an original issue discount of $180, and an Underwriter s discount of $359,287.80), plus accrued interest, if any, to the date of delivery. The Underwriter will be obligated to accept delivery and pay for all of the Series 2005A Bonds if any are delivered. The Series 2005A Bonds are being purchased by the Underwriter from the Authority in the normal course of the Underwriter s business activities. The Underwriter intends to offer the Series 2005A Bonds to the public at a price not in excess of the offering price set forth on the inside cover page of this Official Statement. The Underwriter may allow concessions from the public offering price to certain dealers, banks and others. After the initial public offering, the public offering price may be varied from time to time by the Underwriter. NO RATINGS The Authority has not applied to Standard & Poor s, Moody s Investors Service, Inc. or any other similar rating service for a rating on the Series 2005A Bonds. MISCELLANEOUS The references herein to the Indenture, the Redevelopment Agreement, the Financing Agreement, the Redevelopment Plan, the Redevelopment Agreement (collectively, the Transaction Agreements ), the IDA Act, and the TIF Act, are brief outlines of certain provisions of such documents or legislation and do not purport to be complete. Reference is made to the IDA Act, TIF Act, and the Transaction Agreements for full and complete statements of their provisions. Copies of the Transaction Agreements are on file at the offices of the Underwriter (see the section herein captioned INTRODUCTION Definitions, Summaries of Documents and Additional Information ) and following delivery of the Series 2005A Bonds will be on file at the office of the Trustee. Any statements in this Official Statement involving matters of opinion or projection, whether or not expressly so stated, are intended as such and not as representations of fact. This Official Statement is not to be construed as a contract or agreement between the Authority, the City, the Underwriter and the purchasers or owners of the Series 2005A Bonds. The agreement of the Authority with the owners of the Series 2005A Bonds is fully set forth in the Indenture, and neither any advertisement or the Series 2005A Bonds nor this Official Statement is to be construed as constituting an agreement with the purchasers of the Series 2005A Bonds. It is anticipated that CUSIP identification numbers will be printed on the Series 2005A Bonds, but neither the failure to print such numbers on any Bonds nor any error in printing of such numbers will constitute cause for a failure or refusal by the purchaser thereof to accept delivery of and pay for any Bonds. The cover page and the attached Appendices are integral parts of this Official Statement and must be read together with all of the foregoing statements. 36

43 The Authority and the City have reviewed the information contained herein which relates to each of them and have approved all such information for use in this Official Statement. THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF BRANSON, MISSOURI By: /s/ Scott Bockman Vice President of the Board of Directors CITY OF BRANSON, MISSOURI By: /s/ Louis E. Schaefer Mayor (Remainder of this page intentionally left blank) 37

44 The Developer has supplied and reviewed the information contained herein under the captions THE INTRODUCTION, THE DEVELOPER, and THE REDEVELOPMENT PROJECT and has approved such information for use within this Official Statement. The execution and delivery of this Official Statement has been duly authorized by the Developer and its director. The Developer will execute a certificate in connection with the issuance of the Series 2005A Bonds to the effect that the information contained herein under the captions THE INTRODUCTION, THE DEVELOPER, and THE REDEVELOPMENT PROJECT does not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. HCW DEVELOPMENT COMPANY, L.L.C., a Missouri limited liability company By: Its: /s/ Rick Huffman Manager 38

45 APPENDIX A INFORMATION CONCERNING THE CITY OF BRANSON, MISSOURI

46 TABLE OF CONTENTS GENERAL... A-1 SIZE AND LOCATION... A-2 GOVERNMENT AND ORGANIZATION OF THE CITY... A-2 EDUCATIONAL FACILITIES... A-2 MEDICAL SERVICES... A-2 TRANSPORTATION... A-3 CITY ROAD IMPROVEMENTS... A-3 COMMUNITY SERVICES... A-3 MAJOR EMPLOYERS AND TAXPAYERS WITHIN CITY LIMITS... A-4 UNEMPLOYMENT RATE... A-5 TOURISM AND CONSTRUCTION GROWTH... A-5 THE TOURISM TAX... A-5 USES OF TOURISM TAX FUNDS... A-5 BUILDING PERMITS... A-6 SOURCES OF REVENUES... A-6 CURRENT ASSESSED VALUATION... A-7 ASSESSMENT PROCEDURE... A-7 AD VALOREM TAX COLLECTION PROCEDURES... A-7 AD VALOREM TAX RATES... A-7 AD VALOREM TAX COLLECTION RECORD... A-8 GENERAL SALES TAX... A-8 TRANSPORTATION SALES TAX... A-8 TOURISM TAX... A-9 CITY S LONG TERM AND ANNUAL APPROPRIATION OBLIGATIONS... A-9 OVERLAPPING DEBT... A-9 Page (i)

47 APPENDIX A INFORMATION CONCERNING THE CITY OF BRANSON, MISSOURI GENERAL The City of Branson is the economic center of the Branson/Lakes Area located in the heart of the Ozark mountains, 35 miles south of Springfield in southwest Missouri. The Branson/Lakes Area encompasses three lakes: Table Rock Lake, Lake Taneycomo and Bull Shoals Lake. These lakes collectively include 1,507 miles of shoreline and cover 116,420 acres and are known for prize-winning fishing and recreational activities. The economy of the Branson/Lakes Area is primarily based on its tourist trade, which features music shows, theme parks, shopping and various outdoor activities. Situated within a day s drive of 50% of the U.S. population, the City is America s top motor coach destination. The majority of tourists to the Branson/Lakes Area arrive by vehicles, RVs and tour buses. The City estimates that there were 7.2 million visitors to the Branson/Lakes Area in Factors which contribute to the economy of the Branson/Lakes Area, both directly and indirectly, include the following: 1. The City is home to 45 music, musical comedy and variety theaters, with a collective seating capacity of approximately 55,967, which is more than the Broadway District in New York City. 2. Table Rock, Taneycomo and Bull Shoals Lakes, each of which offers freshwater activities such as fishing, boating, water skiing, swimming and scuba diving, are located in or nearby the City. 3. Four large area theme parks draw millions of visitors. These parks provide a venue for visitors of all ages. They feature crafters and artists, rides and amusements, live comedy and drama, many dining places, dozens of musicians and music shows, and water attractions such as wet rides and wave pools. 4. Antique shops, craft villages and arts and crafts malls offer hand-crafted works, while malls, shopping centers and the City s central business district provide a full range of contemporary goods. 5. More than 17,850 motel, hotel, resort, bed and breakfast and condominium units; 5,000 camping and RV spaces; and more than 35,056 restaurant seats are currently available serving tourists and numerous conferences and military reunions in the Branson/Lakes Area. 6. The City ranks in the top 10 in the nation in number of factory outlet stores. 7. The City is also known as a top community for retired persons. In 2000, The Searchers, Inc. named Branson a top place in the USA to retire. In that same year, Modern Maturity magazine rated Branson as one of the 50 Best Places to Live. 8. Travel author Arthur Frommer listed Branson as one of the "10 Great Summer Drives" for The March 2003 "Bassmaster" magazine listed Branson as one of the nine top retirement fishing hot spots in the country. 10. A geographical profile of Branson visitors shows: 11% come from a radius of 100 miles; 22% from miles; and 67% from 301+ miles. The top three motivations for coming to Branson are entertainment and shows, theme parks, and shopping. The average income of the Branson visitor is $55,186 and average age is 57. A-1

48 SIZE AND LOCATION The City encompasses approximately 18.7 square miles in area and is located approximately 35 miles south of Springfield, Missouri via U.S. Highway 65 in Taney County. In 2004 the estimated population was 7,500. The following table sets forth the population of the City according to the United States Census Bureau: City % Increase from Year Population Prior Decade ,887 N/A ,175 15% , , , GOVERNMENT AND ORGANIZATION OF THE CITY The City was organized on April 1, 1912, and is operated as a council/administrator form of government. The governing body of the City is the Board of Aldermen which is comprised of six Aldermen and a Mayor. Aldermen are each elected to two year terms and the Mayor is elected for a term of two years. Name Louis E. Schaefer Stan Barker David Edie Dick Gass Ron Huff Beverly Martin Jack Purvis Terry L. Dody Position Mayor Alderman Alderman Alderman Alderman/Mayor Pro Tem Alderman Alderman City Administrator EDUCATIONAL FACILITIES The Branson R-IV School District encompasses the entire City. The School District currently is accredited by the State Department of Elementary and Secondary Education. The School District s secondary program is accredited by the North Central Association of Colleges and Schools. The School District currently has four elementary schools, one junior high school and one high school. The current total enrollment of the School District is 3,199 students. The College of the Ozarks, a private four year college operated by the Presbyterian Church, is located adjacent to the City and has a current enrollment of approximately 2,500 3,000 students. Additionally, Drury University which is located in Springfield, Missouri, approximately 35 miles from the City, offers evening classes to residents of the City. Southwest Missouri State University, is located in Springfield, Missouri and has an enrollment of approximately 24,000 students. MEDICAL SERVICES Skaggs Community Hospital is a 132-bed not-for-profit institution located in the City, which provides services in the areas of family practice, internal medicine, general practice, general surgery, radiology, ophthalmology, orthopedic surgery, cardiac surgery, oncology, urology, pathology and dentistry. Nursing and long term care centers located in the area include Rolling Hills Estates Nursing Home, Point Lookout Health Care Center and Table Rock Health Care Center. Ambulance services are provided for the City by the Taney County Ambulance District, which is a separate taxing jurisdiction supported by its own county-wide sales tax. A-2

49 TRANSPORTATION U.S. Highway 65, a north south highway, is the main route to the City with over 80% of motorists coming from the north. Highway 65 is a divided four lane highway from Springfield, Missouri. The M. Graham Clark Airport, which is located on the campus of the College of the Ozarks, about ½ mile south of the City, has a 3,500-foot lighted runway, parallel taxiway, rotating beacon and two approved instrument approaches. This airport is a small private facility serving private commuter flights. The Springfield/Branson Regional Airport is located 45 miles north in Springfield. Passengers flying into Springfield can utilize a shuttle service from the airport to the City. Airlines serving the airport include: American Airlines, American Connection, American Eagle, Northwest Airlink, US Airways Express, and United Express providing approximately 65 scheduled flights daily. Greyhound and Trailways have combined bus services, operating out of a single terminal in Springfield. The Springfield Regional Airport Limousine Service provides transportation from both the bus and airport terminals to the City. Railroad service is provided by the Union Pacific System, which makes one freight stop in the City each day. General passenger service is not available, but luxury passenger rail services was commenced recently between the City and San Antonio, Houston, Austin, Dallas and Fort Worth, Texas and Little Rock, Arkansas. Additionally, a sight seeing rail service, the Branson Service Railroad, provides sight-seeing trips into the Ozark Mountains. CITY ROAD IMPROVEMENTS The City has taken the lead in ensuring a pleasant visit by adding new roads in the area. Since 1991, an estimated $40 million as been spent on more than 18 miles of new and reconstructed roads. This network of new roads has been designed to work in concert with improvements to state highways to ease the visitors ability to get to and around the popular MO Highway 76 which is the address of hundreds of theaters, hotels, restaurants and family attractions. Currently, there are two major road renovations under construction, the Branson Hills Parkway, serving the area on the north side of Branson and connecting to the new Recreation Complex, and Fall Creek Road, a major connector to MO Highway 76. COMMUNITY SERVICES City residents enjoy numerous municipal services, including the following: Parks and Recreation: The City has a full time park director and staff maintaining 14 city parks, including a fully equipped campground. Some parks are lighted for evening softball, tennis or use of the playground equipment; others are acres of trees and grassy areas for quiet enjoyment. The campground has 170 full hookup sites, fishing docks, one boat ramp, restrooms and showers. The campgrounds are open year-round. The City recently acquired and opened to the public a wilderness area along the bluffs of Lake Taneycomo, called the Lakeside Forest Wilderness Area. The Lakeside Forest Wilderness Area is located ½ mile off the famous MO Highway 76. In 2005, the City completed construction of a complete Recreation Complex, offering swimming, baseball, soccer, exercise facilities, gymnasiums, walking trails and many more amenities. Golf Courses: Ten golf courses are currently open in the Branson/Lakes Area. Golfing is one of the fastest growing interests of vacationers. Police Protection and Service: The 46-officer Branson Police Department serves the community 24 hours a day in all areas of investigations, patrol, traffic, jail, communications and records. All officers are certified under the Missouri Police Officers Training Act with a majority of the officers having been trained at the Missouri Highway Patrol Law Enforcement Academy. Fire Protection: The Branson Fire Department is made up of 34 paid fire fighters, one fire prevention officer and one fire chief. It is also backed with 35 volunteers. Each fire fighter is trained within the department and by attending seminars in basic fire fighting, hazardous chemical spills, L.P. gas emergencies, arson control and investigation. A-3

50 Community Center: The Tri Lakes Adult Community Center offers various programs of interest to adults of all ages. Programs include craft instructions on ceramics, painting and weaving, as well as card parties and exercise classes. Libraries: The Taneyhills library, a non tax supported facility, is supported by fund raising efforts of the Taneyhills Library Club and voluntary contributions from area residents. The College of the Ozarks Lyons Memorial Library is a vital part of the four year liberal arts college education program and residents of the City may acquire a library card to the facility for a fee. Shopping: The City is home to four outlet malls with more than 200 retailers represented. More than 88% of visitors report enjoying the City s shopping locations while visiting the area. MAJOR EMPLOYERS AND TAXPAYERS WITHIN CITY LIMITS The following are the Branson/Lakes Area s ten largest employers by numbers of employees as of December 31, 2003: Product/ Number of Employers Service Employees Silver Dollar City (including Celebration City) Entertainment 2500 Skaggs Community Health Center Hospital 804 Tanger Factory Outlet Retail 550 Factory Merchants Mall Retail 530 Big Cedar Lodge Lodging/Resort 500 Branson R-IV Public Schools Schools K Country Mart Food/Retail 350 Branson West Wal-Mart Super Center Retail 340 Factory Shoppes of America (a/k/a The Shops at Branson Meadows) Retail 250 Branson Wal-Mart Retail 250 Source: Branson Chamber of Commerce and Convention and Visitors Bureau The following were the City s ten largest real property taxpayers in fiscal 2003 according to the 2002 assessed valuation: Top Ten Property Product/ 2002 Assessed Taxpayers in 2003 Service Valuation John Q. Hammons (Chateau on the Lake) Hotel $7,597,220 Tanger Properties Retail 5,652,280 CPG Finance, LLC 4,650,000 Ap/APH Branson Motel 4,194,640 Hall Entertainment Theatres 3,700,330 New Plan Realty Trust Realty 3,548,320 Welk Group, Inc. Theatre/Hotel 3,318,360 Branson s Magical Mansion, Inc. 3,190,770 Moon River Enterprises Theatre 2,410,680 RHG LLC Realty 2,222,730 A-4

51 UNEMPLOYMENT RATE The following is an estimate of the overall unemployment rates in the City and the County for the past six years: City 1 Taney County Year Unemployment Rate Unemployment Rate ^% 8.3^% ^ 5.8^ * 5.8 * * 7.6 * * 7.9 * * 7.5 * * 7.9 * Source: U.S. Department of Labor, Bureau of Labor Statistics TOURISM AND CONSTRUCTION GROWTH The following table sets forth the estimated number of restaurant/dinner theater seats, theater seats, lodging rooms and hotels/motels in the City as of January 1, of the years indicated: Restaurant Seats 1 32,052 32,299 33,930 34,244 34,494 35,306 Theater Seats 58,780 60,043 61,714 56,797 56,228 56,228 Lodging Rooms 17,550 17,782 17,699 17,427 17,686 17,704 Hotels/Motels Source: City of Branson 1 Includes dinner theater seats. THE TOURISM TAX The Municipal Tourism Tax ( Tourism Tax ) is levied pursuant to authority granted in Sections through , RSMo, at a rate of 4% on hotels and similar accommodations and ticketed attractions (i.e. music theater tickets), and.5% on restaurant food and drink sales. The tax was first approved by the voters of the City on November 2, 1993 at the respective rates of 2% and.5%. This approval included the issuance of $56,000,000 in bonds. Pursuant to the decision of the Missouri Supreme Court in Tillis v. City of Branson, 945 S.W.2d 447 (Mo. 1997) the legislation authorizing the tax was held to violate the Missouri Constitution s prohibition against special legislation because the geographic restrictions governing application of the statute were too narrow. New Tourism Tax legislation was subsequently passed and an election held in the City in November, 1997, with the 4% hotel/ticketed attraction portion of the tax passing by a margin of 1,004 to 67 (93.7%) and the.5% restaurant portion of the tax passing by the margin of 951 to 116 (89.1%). This election also authorized the issuance of $56,000,000 in bonds. USES OF TOURISM TAX FUNDS Missouri statutes authorizing the Tourism Tax mandate that twenty-five percent (25%) of tax collections are to be used for tourism marketing and promotional purposes and are to be placed in a segregated account for that purpose. Mo. Rev. Stat In addition seventy-five percent (75%) of the proceeds of the tax are required by Missouri law to be used solely for the purpose of constructing and maintaining infrastructure improvements, to include sidewalks, streets, highways, roads, waterworks, wastewater including distribution and collection systems and solid waste disposal facilities. Mo. Rev. Stat , all monthly deposits for debt service payments must first be made for the applicable Fiscal Year before disbursements for such projects may be made. 1 These City unemployment statistics reflect the statistics compiled by the Bureau of Labor Statistics for the Branson, Missouri Micropolitan Statistical Area. ^ Reflects 2000 Census-based geography and new model-based controls at the state level. * Reflects 2000-based geography and new model-based controls. To be revised further in A-5

52 BUILDING PERMITS The City has experienced dramatic growth in tourism and related construction since 1990, as evidenced from the preceding table reflecting growth in tourist related accommodations and the following table, which sets forth the estimated value of residential and commercial building permits issued by the City for the last sixteen (16) years. Additionally, there have been significant tourist related construction projects in unincorporated portions of the County during the same sixteen (16) year period. The City has actively sought to annex developments in the County that are contiguous to the City. The growth in tourism and related construction have greatly increased the tax revenues of the City, particularly sales tax revenues. However, tourism growth has also placed a significant strain on the City s infrastructure. This pressure has caused the City to take steps to finance infrastructure improvements necessary to accommodate the growth. Building Permits Year Estimated Value 1988 $ 6,468, ,773, ,655, ,904, ,176, ,050, ,506, ,652, ,478, ,798, ,819, ,700, ,300, ,300, ,574, ,408, ,553,018 SOURCES OF REVENUES The City financed its operations through the following sources for 2004: Source Estimated Percent Property Taxes 4.57% Sales Taxes State and Federal Revenues 1.04 Fees and Charges Interest 5.87 Tourism Tax Other 1.84 Total % A-6

53 CURRENT ASSESSED VALUATION The following table shows the total assessed valuation, by category of all taxable tangible property situated in the City, as of the January 1 assessments for the following years: Total Assessed Year Real Estate Utilities Personal Property Valuation ,103,260 2,631,082 22,724, ,458, ,179,400 2,551,102 29,848, ,578, ,190,270 4,086,237 31,133, ,409, ,475,952 N/A 1 36,612, ,088, ,325,977 N/A 1 39,032, ,358, ,745,230 5,894,988 38,110, ,750, ,711,970 4,152,334 39,658, ,522, ,080,460 3,967,455 41,008, ,056, ,738, ,557 43,288, ,969,874 Source: Taney County Clerk 1 For 2000 and 2001, the assessed valuation for utilities is included in the assessed valuation for real estate. ASSESSMENT PROCEDURE Property within the City is assessed by the Taney County Assessor. Missouri statutes require that all property be assessed at prescribed ratios of true value. Different assessment ratios are provided for three subclasses of real property: residential 19%, agricultural 12% and commercial 32%. The assessment ratio for personal property is 331/3%. AD VALOREM TAX COLLECTION PROCEDURES Prior to the beginning of each Fiscal Year, the budget officer of the City prepares an estimate of the amount of the money for each fund to be raised by taxation for the ensuing Fiscal Year and the tax rates for each fund required to raise such amount. Such estimates are based on the annual budget for the coming year and the assessed valuation figures provided by the County Clerk. The budget is presented to the Board of Aldermen in July for approval after public hearing. Because of tax collection procedures, the City receives the bulk of its moneys from local property taxes in the months of December, January and February. AD VALOREM TAX RATES The City s current ad valorem tax levy is $ per $100 of assessed valuation and the total ad valorem taxes for all taxing districts having jurisdiction within and including the City is $ per $100 of assessed valuation. The following table shows the City s ad valorem tax levies (per $100 of assessed valuation) for the last six (6) fiscal years: Levy Year General Fund Debt Service Funds Total Levy A-7

54 AD VALOREM TAX COLLECTION RECORD The following table sets forth ad valorem tax collection information for the City for the last six (6) fiscal years. Fiscal Total 1 Taxes Taxes Total % Year Levy Levied Collected Collected ,322,779 1,213, ,385,753 1,390, ,490,588 1,411, ,549,866 1,597, ,614,120 1,625, ,680,982 1,810, ,757,061 1,786,920 3 N/A 1 Per $ assessed valuation. 2 Some collections include delinquent taxes. 3 Includes taxes collected as of July 8, GENERAL SALES TAX The City s current General Use Sales Tax Rate is 1.0%. Moneys derived from such tax are available to fund City programs and services which would otherwise have to be funded from ad valorem taxes and/or other sources. The City s General Use Sales Tax Receipts for the past six (6) fiscal years ended September 30, were as follows: Fiscal Year Tax Collections Percentage Increase 1998 $7,057,630 N/A ,571, % ,797, ,856, ,053, ,232, ,114,758 (1.40) 2005 N/A N/A TRANSPORTATION SALES TAX The City currently has a Transportation Sales Tax of 1/2 cent which was adopted by voters on August 6, 1991, to be used for the purpose of making street improvements. This tax became effective October 1, Its use is limited to transportation and street improvements and may not be used for any other purpose. The City s Transportation Sales Tax Receipts for the past six (6) fiscal years ended September 30, were as follows: Fiscal Year Tax Collections Percentage of Increase 1998 $3,516,525 N/A ,771, % ,881, ,910, ,006, ,092, ,035,548 (1.39) 2005 N/A N/A A-8

55 TOURISM TAX In September of 1997, the State of Missouri adopted a new tourism tax legislation to replace one that was declared unconstitutional. The levy of this new Tourism Tax was approved by the voters of the City in November of 1997 and became effective November 7, The City s receipts from its new Tourism Tax for the fiscal years since adoption were as follows: Fiscal Year Tax Collections Percentage of Increase $6,722,524 N/A ,959, % ,966, % ,107, ,893, ,843,815 (0.45) ,576,083 (2.47) 2005 N/A N/A 1 Tourism tax was only in effect for approximately 11 months of fiscal year ending September 30, CITY S LONG TERM AND ANNUAL APPROPRIATION OBLIGATIONS The following is a schedule of revenue bonds and annual appropriation obligations outstanding as of February 1, The City presently has no outstanding general obligation tax bonds. Balance August 1, 2005 Revenue Bonds - Water & Sewer 1992A Issue $ 1,100, Issue 755,000 Subtotal 1,855,000 Tourism Tax Revenue Bonds 1994A Issue 2,097, A Issue 13,045, A Issue 5,755, B Issue 12,980,000 Subtotal 33,877,000 MDFB 2003A Issue Refunding TIF 1996, 1997 Refunding Public Building Waterfront Development 49,280,000 MDFB 2004A Issue Waterfront Development 40,000,000 Total: $ 125,012,000 OVERLAPPING DEBT Percentage of Amount Amount of Outstanding Applicable Outstanding Debt Applicable to Taxing Jurisdictions to City Debt Boundaries of the City Taney County Branson R-IV School District $18,473,000 $29,000, % Western Taney County Fire Protection District Taney County Health Center Taney County Ambulance District A-9

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57 APPENDIX B CONSULTANT REPORT

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59 Market Analysis Branson Landing Mixed Use Development Prepared for City of Branson Submitted by Economics Research Associates May 2005 ERA Project No Economics Research Associates 1

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207 APPENDIX C DEFINITIONS AND SUMMARIES OF THE INDENTURE, THE FINANCING AGREEMENT, AND THE CONTINUING DISCLOSURE AGREEMENTS

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209 APPENDIX C DEFINITIONS AND SUMMARY OF THE INDENTURE, THE FINANCING AGREEMENT AND THE CONTINUING DISCLOSURE AGREEMENTS DEFINITIONS In addition to words and terms defined elsewhere in this Official Statement, the following are definitions of certain words and terms used in the Indenture, the Financing Agreement and this Official Statement unless the context clearly otherwise requires. Reference is hereby made to the Indenture and the Financing Agreement for complete definitions of all terms. Act means the Industrial Development Corporations Act, Chapter 349 of the Revised Statutes of Missouri, as amended. Additional Bonds means any Bonds, other than the Series 2005A Bonds, issued by the Authority pursuant to the Indenture that stand on a parity and equality under the Indenture with the Series 2005A Bonds. Agreement means the Second Amended and Restated Redevelopment Contract described in the recitals to the Indenture, as amended from time to time. Authority means The Industrial Development Authority of the City of Branson, Missouri, its successors and assigns. Authorized Authority Representative means any person from time to time designated to act on behalf of the Authority as evidenced by written certificate furnished to the Trustee containing the specimen signature of such person and signed on behalf of the Authority by its President or Vice President. Such certificate may designate an alternate or alternates, each of whom shall be entitled to perform all duties of the Authorized Authority Representative. Authorized City Representative means the Mayor, the City Administrator, the Finance Director or such other person from time to time designated to act on behalf of the City as evidenced by written certificate furnished to the Trustee containing the specimen signature of such person and signed on behalf of the City by its Mayor or City Administrator. Such certificate may designate an alternate or alternates, each of whom shall be entitled to perform all duties of the Authorized City Representative. Authorized Developer Representative means any person from time to time designated to act on behalf of the Developer as evidenced by written certificate furnished to the Trustee containing the specimen signature of such person and signed on behalf of the Developer by its managing member. Such certificate may designate an alternate or alternates, each of whom shall be entitled to perform all duties of the Authorized Developer Representative. Authorized Denominations means $5,000 and integral multiples thereof. Bond or Bonds means the Series 2005A Bonds and any Additional Bonds issued under the Indenture. Bond Counsel means Gilmore & Bell, P.C. or any other attorney or firm of attorneys with a nationally recognized standing in the field of municipal bond financing and experienced in matters relating to the tax exemption of interest payable on obligations of states and their instrumentalities and political subdivisions, and which is selected by the Authority and acceptable to the Trustee and a Majority of Owners. C-1

210 Bond Ordinance means Ordinance No of the City adopted on May 27, 2005, approving the issuance of Bonds pursuant to the Indenture and authorizing the execution and delivery of the Financing Agreement. Bond Resolution means the resolution adopted by the Board of Directors of the Authority on July 26, 2005, authorizing the issuance of the Bonds pursuant to the Indenture for the purposes of paying Project Costs, funding a debt service reserve fund for the Series 2005A Bonds, funding capitalized interest on the Series 2005A Bonds and paying the costs of issuance of the Bonds. Business Day means any day other than a Saturday, Sunday or any other day on which banking institutions in the City in which the principal corporate trust office or the payment office of the Trustee is located are required or authorized by law to close. State. City means the City of Branson, Missouri, a municipal corporation and political subdivision of the Conditionally Allotted TIF Revenues means amounts available for transfer to the Trustee by the MDFB Trustee pursuant to Section 402(b) Ninth(A) of the MDFB Indenture to pay scheduled principal of and interest on the Bonds. Convention Center Conditions means delivery to the Trustee of a certificate signed by the Authorized City Representative stating that (i) the Missouri Development Finance Board or other issuer has closed on a series of bonds in the amount of approximately $75,000,000, with such amount to be made available to the City to fund the completion of construction of a publicly owned convention center of approximately 220,000 square feet within the Redevelopment Area together with other related public improvements and to fund reasonable reserves, costs of issuance and capitalized interest, and (ii) that the notice to proceed has been given to the contractor to construct the convention center. Convention Center Hotel Conditions means delivery to the Trustee of a certificate signed by the Authorized Developer Representative stating that (i) the Developer has closed a loan which, together with other moneys of the Developer, is sufficient to proceed with construction of a convention center hotel adjacent to the aforementioned convention center in the Redevelopment Area, and (ii) that the notice to proceed has been given to the contractor to construct the hotel. Cooperative Agreement means the intergovernmental cooperation agreement to be entered into by the City and the District, relating to the collection of TDD Revenues by the City. Debt Service Reserve Account for Additional Bonds means, for any applicable series of Additional Bonds, the account in the Debt Service Reserve Fund (with the addition of the applicable series designation) created with respect to such Bonds. Debt Service Reserve Requirement for Additional Bonds means, with respect to any Additional Bonds, the amount, if any, specified in the Supplemental Indenture authorizing the issuance of said Additional Bonds. Developer means HCW Development Company, L.L.C., a Missouri limited liability company, together with its successors and assigns, including any lender who succeeds to HCW Development Company, L.L.C. or its affiliates. District means the Branson Landing Transportation Development District formed under the provisions of the Missouri Transportation Development District Act, Sections to , inclusive, of the Revised Statutes of Missouri, as from time to time amended and located in whole or in part within all or a portion of the Redevelopment Area. C-2

211 Economic Activity Tax Revenues means 50% of the total additional revenues from taxes which are imposed by the City or any other taxing district (as that term is defined in Section (16) of the TIF Act) and which are generated by economic activities within Redevelopment Project Areas over (i) the amount of such taxes generated by economic activities in the calendar year prior to the effective date of Tax Increment Financing with respect to such Redevelopment Project Areas, and (ii) economic activity taxes generated by any Relocated Retail Establishment in the calendar year prior to its relocation to the Redevelopment Project Areas, but excluding therefrom any taxes imposed on sales or charges for sleeping rooms paid by transient guests of hotels and motels, licenses, fees or special assessments, other than payments in lieu of taxes, and personal property taxes, taxes levied for the purpose of public transportation pursuant to Section of the Revised Statutes of Missouri, and amounts reimbursed to any district providing emergency services within the Redevelopment Area, to the extent required by Section or of the TIF Act or, in lieu thereof, such amount as may be set forth in a cooperative agreement between the City and any such district, to the extent that such sum is not paid from the PILOTS Account. Event of Default means any event or occurrence as defined in the Indenture. Financing Agreement means the Financing Agreement dated as of August 1, 2005, among the Authority, the City and the Developer as amended from time to time in accordance with the terms of the Indenture. Fiscal Year means the fiscal year adopted by the City for accounting purposes, which as of the execution of the Indenture commences on October 1 and ends on September 30. Government Securities means direct obligations of, or obligations the payment of the principal of and interest on which are unconditionally guaranteed by, the United States of America and backed by the full faith and credit thereof. Immediate Notice means notice given no later than the close of business on the date required by the provisions of the Indenture by telegram, telex, telecopier or other telecommunication device to such phone numbers or addresses as are specified in the Indenture or such other phone number or address as the addressee shall have directed in writing, the receipt of which is confirmed by telephone, promptly followed by written notice by first-class mail postage prepaid to such addressees. Indenture Revenues means all Pledged Revenues (excluding the Unassigned Authority Rights, all Conditionally Allotted TIF Revenues, if any (excluding the Unassigned Authority Rights), all Subordinate Lien Revenues, if any (excluding the Unassigned Authority Rights), and all moneys held in the Revenue Fund, the Debt Service Fund and the Debt Service Reserve Fund under the Indenture (provided that moneys in any series account or accounts within the Debt Service Reserve Fund shall only be used for payments with respect to the series of Bonds for which such account or accounts were established), together with investment earnings thereon, but excluding payments required to be made to meet the requirements of Section 148(f) of the Code (whether or not held in the Rebate Fund). Interest Payment Date means any date on which the principal of or interest on any Bonds is payable. Investment Securities means any of the following securities purchased in accordance with the Indenture, if and to the extent the same are at the time legal for investment of the funds being invested: (a) Government Securities or obligations of United States government agencies and instrumentalities secured by the full faith and credit of the United States; (b) bonds, notes or other obligations of the State, or any political subdivision of the State, that at the time of their purchase are rated in either of the two highest rating categories by a nationally recognized rating service; C-3

212 (c) repurchase agreements with any bank, bank holding company, savings and loan association, trust company, or other financial institution organized under the laws of the United States or any state, including, without limitation, the Trustee or any of its affiliates, that are continuously and fully secured by any one or more of the securities described in clause (a) or (b) above and have a market value, exclusive of accrued interest, at all times at least equal to the principal amount of such repurchase agreement and are held in a custodial or trust account for the benefit of the Authority; (d) obligations of the Federal National Mortgage Association, the Government National Mortgage Association, the Federal Financing Bank, the Federal Intermediate Credit Corporation, Federal Banks for Cooperatives, Federal Land Banks, Federal Home Loan Banks, Farmers Home Administration and Federal Home Loan Mortgage Corporation; (e) certificates of deposit or time deposits, whether negotiable or nonnegotiable, issued by any bank or trust company organized under the laws of the United States or any state, including, without limitation, the Trustee or any of its affiliates, provided that such certificates of deposit or time deposits shall be either (1) continuously and fully insured by the Federal Deposit Insurance Corporation, or (2) continuously and fully secured by such securities as are described above in clause (a) or (b), which shall have a market value, exclusive of accrued interest, at all times at least equal to the principal amount of such certificates of deposit or time deposits; (f) money market mutual funds that are invested in Government Securities or agreements to repurchase Government Securities; and (g) any other securities or investments that are lawful for the investment of moneys held in such funds or accounts under the laws of the State and are approved in writing by a Majority of Owners. Majority of Owners means Owners owning more than 50% of the aggregate principal amount of Bonds Outstanding. MDFB Financing Agreement means that certain Financing Agreement dated as of June 1, 2004 between the Missouri Development Finance Board and the City relating to the issuance of $40,000,000 Missouri Development Finance Board Infrastructure Facilities Revenue Bonds (City of Branson, Missouri - Branson Landing Project) Series 2004A, as such Financing Agreement is amended from time to time. MDFB Indenture means that certain Bond Trust Indenture dated as of June 1, 2004 between the Missouri Development Finance Board and the MDFB Trustee relating to the issuance of $40,000,000 Missouri Development Finance Board Infrastructure Facilities Revenue Bonds (City of Branson, Missouri - Branson Landing Project) Series 2004A, as amended by that certain Supplement to Bond Trust Indenture between the Missouri Development Finance Board and the MDFB Trustee, dated as of August 1, 2005, as such MDFB Indenture is further amended from time to time. MDFB Trustee means Commerce Bank, N.A., as trustee under the MDFB Indenture. Net Revenues means (a) all moneys on deposit in the PILOTS Account of the Special Allocation Fund, and (b) all Economic Activity Tax Revenues on deposit in the Economic Activity Tax Account of the Special Allocation Fund that have been appropriated to the repayment of the Bonds. Net Revenues do not include (i) any amount paid under protest until the protest is withdrawn or resolved against the taxpayer, (ii) any sum received by the City which is the subject of a suit or other claim of overpayment or exemption communicated to the City which suit or claim relates to the collection of such sum, or (iii) reimbursement to any district providing emergency services within the Redevelopment Area, to the extent required by Section or of the TIF Act or, in lieu thereof, such amount as may be set forth in a cooperative agreement between the City and any such district. C-4

213 Opinion of Counsel means a written opinion of an attorney or firm of attorneys addressed to the Trustee, for the benefit of the Trustee and the Owners of the Bonds, who may be (except as otherwise expressly provided in the Indenture) counsel to the Authority, the City, the Owners of the Bonds or the Trustee, and who is acceptable to the Trustee and a Majority of Owners. Outstanding means when used with reference to Bonds, as of a particular date, all Bonds theretofore authenticated and delivered under the Indenture except: (a) cancellation; (b) Bonds theretofore canceled by the Trustee or delivered to the Trustee for Bonds which are deemed to have been paid in accordance with the Indenture; (c) Bonds alleged to have been mutilated, destroyed, lost or stolen which have been paid as provided in the Indenture; and (d) Bonds in exchange for or in lieu of which other Bonds have been authenticated and delivered pursuant to the Indenture. Owner or Owners means the Person or Persons in whose name any Bond is or Bonds are registered on the Register. Paying Agent means the Trustee and any other bank or trust institution organized under the laws of any state of the United States of America or any national banking association designated by the Indenture as paying agent for the Bonds at which the principal of and interest on such Bonds shall be payable. Payments in Lieu of Taxes means those payments in lieu of taxes (as defined in Sections (10) and of the TIF Act), if any, attributable to the increase in the current equalized assessed valuation of all taxable lots, blocks, tracts and parcels of real property in the Redevelopment Project Areas over and above the certified total initial equalized assessed valuation of the real property in the Redevelopment Project Areas, as provided for by Section of the TIF Act. Person means any natural person, firm, partnership, association, corporation, limited liability company or public body. Pledged Revenues means, for the period of determination, an amount of Net Revenues equal to the TDD Revenues. Plan means the Branson Landing Tax Increment Financing Plan, as described in the recitals to the Indenture as such plan may be amended from time to time. Project means the construction of a Bass Pro Shops retail store as described in the Plan and the Agreement. Project Costs means costs related to construction of a Bass Pro Shops retail store, as approved by the Authorized City Representative and the Authorized Authority Representative. Purchaser means Citigroup Global Markets Inc., as representative of the purchasers named in the purchase contract for the Series 2005A Bonds. Record Date for the interest payable on any Interest Payment Date means the 15th day, whether or not a Business Day, of the calendar month next preceding such Interest Payment Date. Redevelopment Area means the area legally described as such in the Plan. C-5

214 Redevelopment Project means the redevelopment activities associated with the Branson Landing project as described in the Plan. Redevelopment Project Area 4 means the area legally described in the Plan for implementation of the Redevelopment Project. Redevelopment Project Areas means, collectively, all of the areas related to redevelopment projects legally described as such in the Plan. Register means the registration books of the Authority kept by the Trustee to evidence the registration, transfer and exchange of Bonds. Registrar means the Trustee when acting as such under the Indenture. Relocated Retail Establishment means any retail establishment which relocates within one year from one facility within Taney County, Missouri to another facility within the Redevelopment Project Areas, which relocation has been found by the City to be a direct beneficiary of tax increment financing. Series 2005A Bonds means the Authority s Limited Obligation Tax Increment Revenue Bonds, Series 2005A (Branson Landing - Retail Project) in the aggregate principal amount of $18,560,000. Series 2005A Debt Service Reserve Account means the account created in the Debt Service Reserve Fund in the Indenture. Series 2005A Debt Service Reserve Requirement means an amount equal to $1,856,000. Special Allocation Fund means the Branson Landing Special Allocation Fund created within the Treasury of the City in accordance with Section of the TIF Act and the TIF Ordinance, and within the Special Allocation Fund a PILOTS Account and an Economic Activity Tax Account. State means the State of Missouri. Subordinate Lien Revenues means amounts available for transfer to the Trustee by the MDFB Trustee pursuant to Section 402(b) Twelfth of the MDFB Indenture to pay scheduled principal and interest on the Bonds. Supplemental Financing Agreement means any financing agreement supplemental or amendatory to the Financing Agreement entered into by the Authority and the City pursuant to the Indenture. Supplemental Indenture means any indenture supplemental or amendatory to the Indenture entered into by the Authority and the Trustee pursuant to the Indenture. Tax Compliance Agreement means the Tax Compliance Agreement dated as of August 1, 2005, among the Authority, the City and the Trustee as amended from time to time in accordance with the terms thereof. TDD Revenues means the revenues derived by the District from the imposition of a sales tax within the District less (i) any amount paid under protest until the protest is withdrawn or resolved against the taxpayer, (ii) 1% of the TDD Sales Tax Revenues, which are retained by the City for the cost of collecting the TDD Sales Tax, or such other amount as is retained by the State of Missouri for collecting the TDD Sales Tax should the State assume the obligation of collecting the TDD Sales Tax, and (iii) any sum received by the District which is the subject of a suit or other claim communicated to the District which suit or claim challenges the collection of such sum. C-6

215 TIF Act means the Real Property Tax Increment Allocation Redevelopment Act, Sections to , inclusive, of the Revised Statutes of Missouri, as amended. TIF Ordinances means Ordinance Nos , , and adopting tax increment financing in a portion of the Redevelopment Area in accordance with their terms. Trust Estate means the Trust Estate described in the granting clauses of the Indenture. Trustee means Commerce Bank, N.A., Kansas City, Missouri, and its successor or successors and any other association or corporation which at any time may be substituted in its place pursuant to and at the time serving as trustee under the Indenture. Unassigned Authority s Rights means the Authority s rights to receive notices, reports and other statements, its right to payment of its fees and expenses, its right to indemnification and its rights to consent to certain matters, including, but not limited to, any Supplemental Financing Agreement. ***** C-7

216 SUMMARY OF THE INDENTURE In addition to the information under the captions THE SERIES 2005A BONDS and SECURITY FOR THE SERIES 2005A BONDS, the following is a brief summary of the Indenture pursuant to which the Series 2005A Bonds will be issued. The summary does not purport to be complete or definitive and is qualified in its entirety by reference to the Indenture, copies of which are on file with the Authority and the Trustee. Creation of Funds and Accounts. The following funds of the Authority are created and established with the Trustee: (a) (b) (c) (d) (e) Revenue Fund, which shall contain a Pledged Revenues Account, a Conditionally Allotted TIF Revenues Account and a Subordinate Lien Revenues Account. Debt Service Fund, which shall contain a Series 2005A Debt Service Account into which Pledged Revenues, Conditionally Allotted TIF Revenues, if any, and Subordinate Lien Revenues, if any, shall be deposited, a Redemption Account, and Capitalized Interest Accounts for each series of Bonds as applicable. Debt Service Reserve Fund which shall contain a Series 2005A Debt Serivce Reserve Account. Project Fund, which shall contain a Project Account and a Costs of Issuance Account. Rebate Fund. Each fund shall be maintained by the Trustee as a separate and distinct trust fund and the moneys therein shall be held, managed, invested, disbursed and administered as provided in the Indenture. All moneys deposited in the funds shall be used solely for the purposes set forth in the Indenture. The Trustee shall keep and maintain adequate records pertaining to each fund and all disbursements therefrom. Separate accounts shall be established in the various funds for each series of Additional Bonds if any are issued. Security for the Bonds The Bonds and the interest thereon shall be special, limited obligations of the Authority payable solely from the Indenture Revenues and other moneys pledged thereto and held by the Trustee as provided in the Indenture, and are secured by a transfer, pledge and assignment of and a grant of a security interest in the Trust Estate to the Trustee and in favor of the Owners of the Bonds, as provided in the Indenture. The Bonds and interest thereon shall not be deemed to constitute a debt or liability of the State or of any political subdivision thereof within the meaning of any State constitutional provision or statutory limitation and shall not constitute a pledge of the full faith and credit of the State or of any political subdivision thereof, but shall be payable solely from the funds provided for in the Financing Agreement and in the Indenture. The issuance of the Bonds shall not, directly, indirectly or contingently, obligate the State or any political subdivision thereof to levy any form of taxation therefor or to make any appropriation for their payment. No breach by the Authority of any such pledge, mortgage, obligation or agreement may impose any liability, pecuniary or otherwise, upon the City or the State or any charge upon their general credit or against their taxing power. The Authority has no taxing power. Additional Bonds Additional Bonds which have the same Interest Payment Dates and the same dates for payment of principal as the Series 2005A Bonds may be issued under and equally and ratably secured by the Indenture on a parity (except as otherwise provided in this Section) with the Series 2005A Bonds and any other Additional C-8

217 Bonds at any time and from time to time, upon compliance with the conditions set forth in this Section for any purpose authorized under the Act. Before any Additional Bonds are issued under the provisions of this Section, (1) the Authority shall adopt a resolution (a) authorizing the issuance of such Additional Bonds, fixing the principal amount thereof and describing the purpose or purposes for which such Additional Bonds are being issued, (b) authorizing the Authority to enter into a Supplemental Indenture for the purpose of issuing such Additional Bonds and establishing the terms and provisions of such series of Additional Bonds and the form of such series of Additional Bonds of such series, and (c) providing for such other matters as are appropriate because of the issuance of the Additional Bonds, which matters, in the judgment of the Authority, are not prejudicial to the owners of the Bonds previously issued, (2) the City shall adopt an ordinance approving the issuance of such Additional Bonds, (4) there shall then be no Event of Default, or event or condition which, with the giving of notice or the passage of time or both, would constitute an Event of Default, occurring and continuing under the Indenture or the Financing Agreement or other agreements or certificates executed in connection with the issuance of the Bonds. Such Additional Bonds shall have the same general title as the Series 2005A Bonds, except for an identifying series letter or date, and shall be dated, shall mature on such dates, shall be numbered, shall bear interest at such rates not exceeding the maximum rate then permitted by law payable at such times, and shall be redeemable at such times and prices (subject to the provisions of the Indenture), all as provided by the Supplemental Indenture authorizing the issuance of such Additional Bonds. Except as to any difference in the date, the maturities, the rates of interest or the provisions for redemption, such Additional Bonds shall be on a parity with and shall be entitled to the same benefit and security of the Indenture as the Series 2005A Bonds and any other Additional Bonds. Such Additional Bonds shall be executed in the manner set forth in the Indenture and shall be deposited with the Trustee for authentication, but prior to or simultaneously with the authentication and delivery of such Additional Bonds by the Trustee, and as a condition precedent thereto, there shall be filed with the Trustee the following: (1) A certified copy of the resolution the Authority authorizing the issuance of the Additional Bonds and authorizing the execution of a Supplemental Indenture relating thereto. (2) A copy of the ordinance approving the issuance of the Additional Bonds and authorizing the execution of a Supplemental Financing Agreement relating thereto, certified by the City Clerk. (3) An original executed counterpart of the Supplemental Indenture. (4) An original executed counterpart of the Supplemental Financing Agreement relating to the Additional Bonds. (5) An opinion of Bond Counsel in form and substance satisfactory to the Trustee to the effect that the Additional Bonds constitute valid and legally binding obligations of the Authority and that the interest on the Additional Bonds is excludable from gross income of the Owners thereof for federal income tax purposes. (6) A copy of any amendment to the Plan, certified by the City Clerk. (7) An opinion of Bond Counsel in form and substance satisfactory to the Trustee to the effect that the Additional Bonds are exempt from registration under the Securities Act of 1933, as amended, and the Indenture, as supplemented by the Supplemental Indenture, is exempt from qualification under the Trust Indenture Act of 1939, as amended. C-9

218 (8) A request and authorization to the Trustee on behalf of the Authority, executed by an Authorized Authority Representative, to authenticate the Additional Bonds and deliver said Additional Bonds to or upon the order of the purchaser upon payment, for the account of the Authority, of the purchase price therefor. The Trustee shall be entitled to rely conclusively upon such request and authorization as to the name of the purchaser and the amount of such purchase price. (9) A certificate of the Authority (i) stating that no Event of Default under the Indenture has occurred and is continuing and that no event has occurred and is continuing which with the lapse of time or giving of notice, or both, would constitute such an Event of Default, and (ii) stating the purpose or purposes for which such Additional Bonds are being issued. (10) A certificate of the City stating that the ratio of Pledged Revenues for each of the two prior Fiscal Years to maximum annual debt service on the Series 2005A Bonds plus all Additional Bonds, including the Additional Bonds proposed to be issued, exceeds (11) An opinion of Bond Counsel in form and substance satisfactory to the Trustee to the effect that all requirements for the issuance of such Additional Bonds have been met, that such Additional Bonds constitute valid and legally binding obligations of the Authority and the issuance of such Additional Bonds will not result in the interest on any Bonds then Outstanding becoming subject to federal income taxes then in effect. (12) The Debt Service Reserve Account for Additional Bonds shall be funded in an amount equal to the Debt Service Reserve Requirement for Additional Bonds. (13) Such other certificates, statements, opinions, receipts and documents or as the Authority or the Trustee shall reasonably require for the delivery of the Additional Bonds. When the documents specified above have been filed with the Trustee, and when such Additional Bonds have been executed and authenticated as required by the Indenture, the Trustee shall deliver such Additional Bonds to or upon the order of the purchasers thereof, but only upon payment to the Trustee of the purchase price of such Additional Bonds. The proceeds of the sale of such Additional Bonds, including accrued interest and premium thereon, if any, shall be immediately paid over to the Trustee and shall be deposited and applied by the Trustee as provided in the Indenture and in the Supplemental Indenture authorizing the issuance of such Additional Bonds. Except as provided in this Section, the Authority will not otherwise issue any Additional Bonds. The Authority will not issue bonds which are junior and subordinate to the Series 2005A Bonds or any Additional Bonds issued under the Indenture. Selection of Bonds to be Redeemed Bonds shall be redeemed only in Authorized Denominations. When less than all of the Outstanding Bonds are to be redeemed and paid prior to maturity, such Bonds or portions of Bonds to be redeemed shall be selected by the Trustee in such equitable manner as it may determine. In the case of a partial redemption of Bonds when Bonds of denominations greater than the minimum Authorized Denomination are then Outstanding, then for all purposes in connection with such redemption each Authorized Denomination unit of face value shall be treated as though it was a separate Bond of the denomination of the minimum Authorized Denomination. If one or more, but not all, of the minimum Authorized Denomination units of principal amount represented by any Bond are selected for redemption, then upon notice of intention to redeem such minimum Authorized Denomination unit or units, the Owner of such Bond or his attorney or legal representative shall forthwith present and surrender such Bond to the Trustee (i) for payment of the redemption price (including the interest to the date fixed for redemption) of the minimum Authorized Denomination unit or units of principal amount called for redemption, and (ii) for exchange, without charge to the Owner thereof, for a new Bond or Bonds of the aggregate principal amount of the unredeemed portion of the principal amount of such Bond. If the Owner of any such Bond of a C-10

219 denomination greater than minimum Authorized Denomination fails to present such Bond to the Trustee for payment and exchange as aforesaid, said Bond shall, nevertheless, become due and payable on the redemption date to the extent of the minimum Authorized Denomination unit or units of principal amount called for redemption (and to that extent only) and shall cease to accrue interest on the principal amount so called for redemption. Notice of Redemption of Bonds In the case of Bonds called for redemption under the optional redemption provisions of the Indenture, the Trustee shall call Bonds for redemption and payment as provided in the Indenture and shall give notice of redemption as provided below upon receipt by the Trustee at least 45 days prior to the redemption date of a written request of the Authority, given at the direction of the City, which written request shall specify the maturities of the Bonds to be redeemed as directed by the City. The foregoing provisions of this Section shall not apply in the case of any mandatory redemption of Bonds under the Indenture, and the Trustee shall call Bonds for redemption and shall give notice of redemption pursuant to such mandatory redemption requirements without the necessity of any action by the Authority or the City and whether or not the Trustee shall hold in the Debt Service Fund moneys available and sufficient to effect the required redemption. Unless waived by any Owner of Bonds to be redeemed, official notice of any redemption of any Bond shall be given by the Trustee on behalf of the Authority by mailing a copy of an official redemption notice by first class mail, postage prepaid, at least 30 days and not more than 60 days prior to the date fixed for redemption to the Owner of the Bond or Bonds to be redeemed at the address shown on the Register. The failure of any Owner to receive notice given as provided in the Indenture or any defect therein shall not invalidate any redemption. Effect of Call for Redemption On or prior to the date fixed for redemption, the Authority shall deposit moneys or Government Securities with the Trustee as provided in the Indenture to pay the Bonds called for redemption and accrued interest thereon to the redemption date. Upon the happening of the above conditions, and notice having been given as provided in the Indenture hereof, the Bonds or the portions of the principal amount of Bonds thus called for redemption shall cease to bear interest on the specified redemption date, provided moneys sufficient for the payment of the redemption price are on deposit at the place of payment at the time, and shall no longer be entitled to the protection, benefit or security of the Indenture and shall not be deemed to be Outstanding under the provisions of the Indenture. Revenue Fund On the fifteenth calendar day of each month (or the next Business Day thereafter if the fifteenth is not a Business Day) while the Bonds are Outstanding, the Authority shall cause to be transferred all Pledged Revenues to the Trustee and shall direct the Trustee in writing to deposit such sums into the applicable account of the Revenue Fund. If the City has no Pledged Revenues to transfer to the Trustee pursuant to the preceding sentence, the City shall so notify the Trustee in writing on or before the date on which such transfer would otherwise be required. If the Trustee has not received either such notice or Pledged Revenues on or before the 20th calendar day of each month, the Trustee shall notify the Authority, the City and the Purchaser of such non-receipt. The City will transfer Conditionally Allotted TIF Revenues and Subordinate Lien Revenues to the Trustee in a manner consistent with subsection (c) of this section. Moneys in the Revenue Fund (drawing first from the Pledged Revenues Account, then from the Conditionally Allotted TIF Revenues Account and then from the Subordinate Lien Revenues Account) on the 40th day, except as otherwise provided below (or if such day is not a Business Day, the immediately preceding Business Day), prior to each Interest Payment Date shall be applied by the Trustee to the extent necessary for the purposes and in the amounts as follows: C-11

220 First, transfer to the Rebate Fund, when necessary, an amount sufficient to pay rebate, if any, to the United States of America, owed under Section 148 of the Code, as directed in writing by the Authority in accordance with the Tax Compliance Agreement; Second, transfer to the appropriate Debt Service Account of the Debt Service Fund, and prior to any application of moneys withdrawn from the Debt Service Reserve Fund, an amount sufficient to pay the interest due on Bonds on the next succeeding Interest Payment Date (taking into account moneys then on deposit in the Series 2005A Capitalized Interest Account of the Debt Service Fund) (provided that in the event that more than one series of Bonds is Outstanding and such transfer is insufficient to make such payments the Trustee shall apply such amounts pro rata among the different series of Bonds Outstanding); Third, transfer to the appropriate Debt Service Account of the Debt Service Fund an amount sufficient to pay the principal due (whether at stated maturity or by virtue of mandatory sinking fund redemption) on the Bonds by their terms on the next succeeding June 1 (provided that in the event that more than one series of Bonds is Outstanding and such transfer is insufficient to make such payments the Trustee shall apply such amounts pro rata among the different series of Bonds Outstanding); Fourth, transfer to the Series 2005A Debt Service Reserve Account of the Debt Service Reserve Fund or any Debt Service Reserve Account for Additional Bonds such amount as may be required to restore any deficiency in such account or accounts to the applicable debt service reserve requirement; provided, however, if such transfer is insufficient to fully restore such accounts the Trustee shall apply such amounts pro rata among the separate accounts; Fifth, for payment to the Trustee or any Paying Agent or disclosure agent or dissemination agent under a continuing disclosure agreement entered into with respect to the Bonds, an amount sufficient for payment of any fees and expenses which are due and owing to the Trustee or any Paying Agent or disclosure agent or dissemination agent to the extent not paid from the Costs of Issuance Account, upon delivery to the Authority and the Trustee of an invoice for such amounts, and pay to the City an amount sufficient for payment of any fees and expenses which are due and owing to the City for its collection of Payments in Lieu of Taxes or Economic Activity Tax Revenues pursuant to the Financing Agreement and administration of the Plan pursuant to the Agreement, upon delivery to the Trustee of an invoice for such amounts; Sixth, transfer all remaining amounts to the Redemption Account of the Debt Service Fund, which shall be applied to the payment of the principal of and accrued interest on Bonds which are subject to redemption pursuant to the special mandatory redemption provisions of the Indenture; To the extent that moneys in the Revenue Fund from Pledged Revenues are insufficient to satisfy the requirements set forth in items First, Second and Third on the 40th day prior to each Interest Payment Date, the Trustee will give Immediate Notice to the City and the MDFB Trustee. If the Convention Center Conditions and the Convention Center Hotel Conditions have not been satisfied, the City shall cause the MDFB Trustee to immediately transfer Conditionally Allotted TIF Revenues (to the extent that such revenues are available) in an amount sufficient to make the payments described in items First, Second and Third (in that order) for deposit in the Debt Service Account of the Debt Service Fund in the event that Pledged Revenues are insufficient to satisfy such requirements. Once the Convention Center Conditions and the Convention Center Hotel Conditions have been satisfied, and provided that the City determines all conditions with respect to the transfer of Subordinate Lien Revenues in the Redevelopment Agreement have been satisfied, the City shall cause the MDFB Trustee to immediately transfer Subordinate Lien Revenues (to the extent such revenues are available) in an amount sufficient to make the payments described in items First, Second and Third (in that order) for deposit in the Debt Service Account of the Debt Service Fund in the event that Pledged Revenues are insufficient to satisfy such requirements. Upon the payment in full of the principal of and interest due on the Bonds (or provision has been made for the payment thereof as specified in the Indenture) and the fees, charges and expenses of the Trustee C-12

221 and any Paying Agents, and any other amounts required to be paid under the Indenture, all amounts remaining on deposit in the Revenue Fund shall be paid to the City for deposit into the Special Allocation Fund. Debt Service Fund Except as otherwise provided in the Indenture, all amounts paid and credited to the Debt Service Fund shall be expended solely for the payment of the principal of, redemption premium, if any, and interest on the Bonds as the same mature and become due or upon the redemption thereof. The Authority hereby authorizes and directs the Trustee to withdraw sufficient moneys from the Series 2005A Capitalized Interest Account of the Debt Service Fund, as applicable, prior to withdrawing any other moneys from any other account of the Debt Service Fund, to pay the interest on the Series 2005A Bonds as the same becomes due and payable and to make said moneys so withdrawn available to the Paying Agent for the purpose of paying said interest on the Series 2005A Bonds. The Authority hereby authorizes and directs the Trustee to withdraw sufficient moneys from the Debt Service Fund to pay the principal of and interest on the Bonds as the same become due and payable and to make said moneys so withdrawn available to the Paying Agent for the purpose of paying said principal of and interest on the Bonds. The Trustee shall use any moneys remaining in the Debt Service Fund to redeem all or part of the Bonds Outstanding and interest to accrue thereon prior to such redemption, in accordance with and to the extent permitted by the Indenture, so long as said moneys are in excess of the amount required for payment of Bonds theretofore matured or called for redemption. Subject to the Indenture, if the moneys in the Debt Service Fund are insufficient to pay all accrued interest on the Bonds on any Interest Payment Date, then such moneys shall be applied ratably, according to the amounts due on such installment, to the Persons entitled thereto without any discrimination or privilege, and any unpaid portion shall accrue to the next Interest Payment Date, with interest thereon at the rate or rates specified in the Bonds to the extent permitted by law. Subject to the Indenture, if the moneys in the Debt Service Fund are insufficient to pay the principal of the Bonds on the maturity or redemption date thereof, then such moneys shall be applied ratably, according to the amounts of principal due on such date, to the Persons entitled thereto without any discrimination or privilege. After payment in full of the principal of and interest on the Bonds (or provision has been made for the payment thereof as specified in the Indenture), and the fees, charges and expenses of the Trustee and any Paying Agents and any other amounts required to be paid under the Indenture, all amounts remaining in any other account of the Debt Service Fund shall be paid to the City for deposit into the Special Allocation Fund. The Trustee shall use any moneys in the Redemption Account of the Debt Service Fund to redeem all or part of the Bonds Outstanding in accordance with and to the extent permitted by the Indenture, so long as said moneys are in excess of the amount required for payment of the Bonds, or portions thereof, theretofore matured or called for redemption. Project Fund The Trustee shall disburse moneys on deposit in the Project Accounts of the Project Fund from time to time to pay or as reimbursement for payment made for the Project Costs, in each case within 3 Business Days after receipt by the Trustee of written disbursement requests properly completed in all respects and in substantially the form attached to the Indenture, signed by the Authorized Developer Representative and approved by the Authorized City Representative, provided that disbursement requests which are properly completed and signed by the Authorized Developer Representative will be deemed approved by the Authorized City Representative if not otherwise approved within five Business Days. C-13

222 In making payments pursuant to the Indenture from the Project Fund, the Trustee may rely upon such written requests and accompanying certificates and statements and shall not be required to make any independent investigation in connection therewith. The Trustee shall keep and maintain adequate records pertaining to the Project Fund and all disbursements therefrom, and shall file monthly statements of activity regarding the Project Fund with the Developer, the Developer s lender(s) (which for purposes of this Indenture, shall include lenders to Developer s affiliates), the City and the Authority. In making disbursements for Project Costs, the Trustee may conclusively rely as to the completeness and accuracy of all statements in such written request without inquiry or investigation if any such certificate is signed by the Authorized Developer Representative and approved by the Authorized City Representative. It is understood that the Trustee, unless requested to do so by a Majority of Owners, shall not be required to make any inspections of Redevelopment Project Area 4 nor any improvements thereon, make any provision to obtain completion bonds, mechanic s or materialmen s lien releases or otherwise supervise any phase of the acquisition, construction or equipping of the Redevelopment Project. The approval of each certificate by the above parties shall constitute unto the Trustee an irrevocable determination by those parties that all conditions precedent to the payment of the specified amounts from the Project Fund have been completed. Upon completion of the Project, the Developer and the City will cause an accounting of expenditures from the Project Fund to be completed. To the extent any of the costs paid or reimbursed pursuant to any disbursement request are found to be invalid Project Costs or invalid under the TIF Act based upon such final accounting, Developer shall reimburse such moneys to the account of the Project Fund from which such costs were paid or reimbursed The Developer and the City shall, upon completion of (i) the Project, (ii) the accounting described in the above paragraph, and (iii) the payment of any monies by the Developer showed to be due to the Project Fund pursuant to such accounting, deliver to the Trustee within 10 days thereafter a written certificate of the Authorized Developer Representative and the Authorized City Representative: (1) stating that the Project has been completed substantially in accordance with the plans and specifications for the Project, as then amended, and the date of completion of the Project; (2) the accounting required under the Indenture has been completed and all reimbursements to the Project Fund, if any, have been made; and (3) stating that they have made such investigation of such sources of information as are deemed by them to be necessary, including pertinent records of the Developer, and that the Project Costs have been fully paid for and no claim or claims exist against the Authority, the City or the Developer or against the Project out of which a lien based on furnishing labor or material exists or might ripen. If after payment by the Trustee of all disbursement requests theretofore tendered to the Trustee under the provisions of the Indenture related to the Project Fund and after receipt by the Trustee of the certificate required by the provisions of the Indenture related to the Project Fund (whether or not such disbursement requests have been paid or such certificate has been received by the Trustee), there shall remain any moneys in the Project Fund, such moneys shall be deposited and applied in the following order of priority: (1) in the Redemption Account of the Debt Service Fund to be used to redeem all or a part of the Bonds under the Indenture, (2) in the Redemption Account of the Debt Service Fund to be used to redeem Bonds in Authorized Denominations at the earliest permissible date under the Indenture, and (3) in the Debt Service Fund to pay the next successive payment of principal of and interest on the Bonds to become due, provided that in the case of a deposit under (1), (2) or (3), moneys from a series account in the Project Fund may only be used for the redemption or payment of Bonds of the corresponding series. C-14

223 Upon delivery of the certificate described above, the Trustee shall promptly send a copy thereof to the Authority, the City, the Developer, the Developer s lender(s) and the Owners of the Bonds. If an Event of Default specified in the Indenture shall have occurred and the Bonds shall have been declared due and payable pursuant to the Indenture, any balance remaining in the Project Fund shall, with the authorization of the Majority of Owners, be deposited in the Debt Service Fund by the Trustee with advice to the Authority, the City and the Developer and the Developer s lender(s) of such action, provided that moneys from a series account in the Project Fund may only be deposited in the corresponding series account of the Debt Service Fund. Moneys in the Costs of Issuance Account of the Project Fund shall be disbursed, from time to time by the Trustee, upon receipt of a written request of the Authority signed by the Authorized Authority Representative and containing the statements, representations and certifications set forth in the form of such request attached to the Indenture and otherwise substantially in such form, for the sole purposes of paying costs of issuance of the Bonds. Any moneys remaining in any Costs of Issuance Account of the Project Fund on the date (and if such date is not a Business Day, the next succeeding Business Day) which is six months after the date of issuance of the applicable series of Bonds shall be deposited, without further authorization, shall be deposited and applied in the following order of priority: (1) in the Redemption Account of the Debt Service Fund to be used to redeem all or a part of the Bonds under the Indenture, (2) in the Redemption Account of the Debt Service Fund to be used to redeem Bonds in Authorized Denominations at the earliest permissible date under the Indenture, and (3) in the Debt Service Fund to pay the next successive payment of principal of and interest on the Bonds to become due, provided that in the case of a deposit under (1), (2) or (3), moneys may only be used for the redemption or payment of Bonds from which such proceeds were derived. In making payments and disbursements pursuant to this paragraph, the Trustee may rely upon the written requests and any accompanying certificates and statements. The Trustee is not required to make any independent inspection or investigation in connection with the matters set forth in the written requests nor with respect to any other disbursement made by it pursuant to the Indenture. Debt Service Reserve Fund Except as otherwise provided in this Indenture, moneys in the Debt Service Reserve Fund shall be used by the Trustee without further authorization solely for (i) the payment of the principal of and interest on Bonds if moneys otherwise available for such purpose as provided in the Indenture are insufficient to pay the same as they become due and payable, and (ii) unless otherwise provided for, to make the final payment on the Bonds, provided that moneys in the Series 2005A Debt Service Reserve Account or any Debt Service Reserve Account for Additional Bonds shall only be used in connection with the individual series of Bonds for which such account was established and funded. The amount on deposit in the account(s) of the Debt Service Reserve Fund shall be valued by the Trustee 45 days prior to each Interest Payment Date (or if such date is not a Business Day, the immediately preceding Business Day) and the Trustee shall give prompt written notice to the Authority and the City if the amount in the Series 2005A Debt Service Reserve Account or any Debt Service Reserve Account for Additional Bonds is less than the Series 2005A Debt Service Reserve Requirement or the Debt Service Requirement for Additional Bonds, as applicable. Any earnings on amounts in the Series 2005A Debt Service Reserve Account or any Debt Service Reserve Account for Additional Bonds shall be retained therein to the extent the amount on deposit therein does not equal the Debt Service Reserve Requirement for the applicable series of Bonds. The Trustee shall also deposit to the Debt Service Reserve Fund any amount to be deposited by the Indenture. For the purpose of determining the amount on deposit in any account in the Debt Service Reserve Fund, the value of any investments shall be valued at the lower of their amortized original cost or their fair market value on the date of valuation. Moneys in the Series 2005A Debt Service Reserve Account or any Debt Service Reserve Account for Additional Bonds that are in excess of the applicable Debt Service Reserve Requirement shall be deposited by the Trustee without further authorization in the applicable series account of the Debt Service Fund. (b) After payment in full of the principal of, redemption premium, if any, and interest on all Bonds (or provision has been made for the payment thereof as specified in the Indenture), and the fees, charges and expenses of the Trustee and any Paying Agents and any other amounts required to be paid under this C-15

224 Indenture, all amounts remaining in the Debt Service Reserve Fund shall be paid to the City for deposit into the Special Allocation Fund. Rebate Fund There shall be deposited by the Trustee in the Rebate Fund such amounts as are required to be deposited therein pursuant to the Tax Compliance Agreement. Subject to the transfer provisions provided in subsection (b) below, all money at any time deposited in the Rebate Fund and any income earned thereon shall be held in trust, to the extent required to pay arbitrage rebate to the federal government of the United States of America, and neither the Authority nor the Owner of any Bonds shall have any rights in or claim to such money. Non-Presentment of Bonds If any Bond is not presented for payment when the principal thereof becomes due, either at maturity or at the date fixed for redemption thereof, and provided the Trustee is holding sufficient funds for the payment thereof, all liability of the Authority to the Owner thereof for the payment of such Bond shall forthwith cease, terminate and be completely discharged, and thereupon it shall be the duty of the Trustee to hold such moneys, without liability for interest thereon, for the benefit of the Owner of such Bond who shall thereafter be restricted exclusively to such moneys, for any claim of whatever nature on such Owner s part under the Indenture or on, or with respect to, said Bond. Any moneys so deposited with and held by the Trustee not so applied to the payment of Bonds within one year after the date on which the same have become due shall be paid by the Trustee to the City without liability for interest thereon, free from the trusts created by the Indenture. Thereafter, Owners shall be entitled to look only to the City for payment, and then only to the extent of the amount so repaid by the Trustee. The City shall not be liable for any interest on the sums paid to it pursuant to the Indenture and shall not be regarded as a trustee of such money. Priority of Funds in the Event of Shortfall of Revenues to Pay Debt Service In the event that amounts on deposit in the Debt Service Fund are insufficient on any date to make the payments of principal of, premium if any or interest on Bonds, the amount of suffering shall be withdrawn from the following funds in the order of priority stated: (i) Revenue Fund, and (ii) the account in the Debt Service Reserve Fund established for such Bonds. Investment of Moneys Moneys in all funds and accounts under any provision of the Indenture shall be continuously invested and reinvested by the Trustee in Investment Securities at the written direction of the City given by the Authorized City Representative or, if such written directions are not received, then in Investment Securities described in subparagraph (f) of the definition thereof. The Trustee is specifically authorized to implement its automated cash investment system to assure that cash on hand is invested and to charge its normal cash management fees, which may be deducted from income earned on investments. Moneys on deposit in all funds and accounts may be invested only in Investment Securities which mature or are subject to redemption at the option of the owner thereof prior to the date such funds are expected to be needed. The Trustee may make investments through its investment division or short-term investment department. All investments shall constitute a part of the fund or account from which the moneys used to acquire such investments have come. The Trustee shall sell and reduce to cash a sufficient amount of investments in a fund or account whenever the cash balance therein is insufficient to pay the amounts required to be paid therefrom. The Trustee may transfer investments from any fund or account to any other fund or account in lieu of cash when required or permitted by the provisions of the Indenture. In determining the balance in any fund or account, investments shall be valued at the lower of their original cost or their fair market value on the most C-16

225 recent Interest Payment Date, except as otherwise provided in the Indenture. The Trustee shall not be liable for any loss resulting from any investment made in accordance herewith. The interest and income received upon investments (other than accrued interest included in the purchase price for investments) with respect to moneys in the Series 2005A Debt Service Reserve Account or any Debt Service Reserve Account for Additional Bonds and any net profit resulting from the sale of securities in any such account shall be deposited in such account to the extent necessary to make the amount on deposit therein equal to the Series 2005A Debt Service Reserve Requirement or Debt Service Reserve Requirement for Additional Bonds, as applicable. If not so needed, any such interest, income and net profit shall be deposited in the appropriate series account of the Debt Service Fund to pay interest on the Series 2005A Bonds or Additional Bonds, as applicable, and credited against the payments next becoming due on the next Interest Payment Date. Any loss resulting from the sale of investments in any such account shall be charged against such account. Except with respect to the Rebate Fund, the Debt Service Reserve Fund and the Project Fund, upon receipt by the Trustee, the interest and income received upon investments (other than accrued interest included in the purchase price for investments) and any net profit resulting from the sale of investments shall be deposited in the appropriate account of the Debt Service Fund established for such Bonds to pay interest thereon, and credited against the payments next becoming due with respect thereto, subject, however, in each and every case, to the provisions of the Indenturein the case of defeasance. Valuation of Funds. Forty-five (45) days before each Interest Payment Date for the Bonds, the Trustee shall compute the value of the assets of each fund or account established under the Indenture. In computing the assets of any fund or account, investments and the accrued interest paid on the purchase thereof shall be deemed a part of such fund or account. Investments in each such fund pursuant to the Indenture shall be valued at the lower of amortized cost and current market value thereof. Events of Default If any one or more of the following events occur, it is hereby defined as and declared to be and to constitute an Event of Default: (a) if any payment of interest, principal or redemption price of any Bond is not made; (b) Default in the performance or observance of any of the covenants, agreements or conditions on the part of the Authority in the Indenture in the Bonds or the Financing Agreement contained, and the continuance thereof for a period of 30 days after written notice thereof has been given (i) to the Authority by the Trustee, or (ii) to the Trustee (which notice of default the Trustee shall be required to accept) and the Authority by the Owners of not less than 25% in aggregate principal amount of Bonds then Outstanding; provided, however, if any default is such that it cannot be corrected within such 30-day period, it shall not constitute an Event of Default if corrective action is instituted by the Authority within such period and diligently pursued until the default is corrected; (c) The failure to replenish within one year any withdrawal from the Debt Service Reserve Fund to cure a deficiency in the Debt Service Fund pursuant to the Indenture; or (d) The filing by the City of a voluntary petition in bankruptcy, or failure by the City to promptly lift any execution, garnishment or attachment of such consequence as would impair the ability of the City to carry on its operation, or adjudication of the City as a bankrupt, or assignment by the City for the benefit of creditors, or the entry by the City into an agreement of composition with creditors, or the approval by a court of competent jurisdiction of a petition applicable to the City in any proceedings instituted under the provisions of federal bankruptcy law, or under any similar acts which may hereafter be enacted. C-17

226 The Trustee shall give written notice of any Event of Default to the Authority, the Owners and the City as promptly as practicable after the occurrence of an Event of Default of which the Trustee has notice as provided in the Indenture. Acceleration If an Event of Default has occurred and is continuing, the Trustee may, and shall upon the written request of the Owners of 25% aggregate principal amount of the Bonds then Outstanding, by notice in writing delivered to the Authority and the City, declare the principal of all Bonds then Outstanding and the interest accrued thereon immediately due and payable. In case of any rescission pursuant to the Indenture, the Trustee, the Authority, the City and the Owners shall be restored to their former positions and rights under the Indenture respectively, but no such rescission shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon. Exercise of Remedies by the Trustee If an Event of Default has occurred and is continuing, and upon the filing of a suit or other commencement of judicial proceedings to enforce the rights of the Trustee and of the Owners under the Indenture, the Trustee shall be entitled, as a matter of right, to the appointment of a receiver or receivers of the Trust Estate and of the earnings, income, products and profits thereof, pending such proceedings, with such powers as the court making such appointment shall confer. If an Event of Default has occurred and is continuing, the Trustee may, and upon the written request of a Majority of Owners shall, in its own name: (i) pursue any available remedy at law or equity by suit, action, mandamus or other proceeding to enforce the payment of the principal of and interest on the Bonds then Outstanding, and to enforce and compel the performance of the duties and obligations of the Authority as set forth in the Indenture and as set forth in any other agreements with, or for the benefit of, the Owners, and under the Act; (ii) bring suit upon the Bonds; (iii) by action or suit in equity require the Authority to account as if it were the trustee of an express trust for the Owners; (iv) by action or suit in equity enjoin any acts or things which may be unlawful or in violation of the rights of the Owners; (v) exercise all of the rights and remedies in any other documents assigned to the Trustee as security; and (vi) exercise any or all other rights and remedies available at law or in equity. If an Event of Default has occurred and is continuing, and if requested so to do by the Owners of not less than 25% in aggregate principal amount of the Bonds then Outstanding and if indemnified as provided in the Indenture, the Trustee shall be obligated to exercise such one or more of the rights and powers conferred by this Article as the Trustee, being advised by counsel, deems most expedient in the interests of the Owners; provided, however, that the Trustee shall not be required to take any action which in its good faith conclusion could result in personal liability to it for which it has not been indemnified as provided in the Indenture. All rights of action under the Indenture or under any of the Bonds may be enforced by the Trustee without the possession of any of the Bonds or the production thereof in any trial or other proceedings relating thereto, and any such suit or proceeding instituted by the Trustee shall be brought in its name as Trustee without the necessity of joining as plaintiffs or defendants any Owner, and any recovery or judgment shall, subject to the Indenture, be for the equal benefit of all the Owners of the Outstanding Bonds. Limitation on Exercise of Remedies by the Owners No Owner shall have any right to institute any suit, action or proceeding in equity or at law for the enforcement of the Indenture or for the execution of any trust under the Indenture or for the appointment of a receiver or any other remedy under the Indenture, unless: C-18

227 and (i) (ii) a default has occurred of which the Trustee has notice as provided in the Indenture, such default has become an Event of Default, and (iii) the Owners of not less than 25% in aggregate principal amount of the Bonds then Outstanding shall have made written request to the Trustee, shall have offered it 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, and shall have provided to the Trustee indemnity as provided in the Indenture, and (iv) 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 own name; and such notification, request and indemnity are hereby declared in every case, at the option of the Trustee, 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 the appointment of a receiver or for any other remedy under the Indenture, it being understood and intended that no one or more Owners shall have any right in any manner whatsoever to affect, disturb or prejudice the Indenture by its, his or their action or to enforce any right under the Indenture except in the manner provided in the Indenture, and that all proceedings at law or in equity shall be instituted, had and maintained in the manner provided in the Indenture and shall, subject to the Indenture, be for the equal benefit of the Owners of all Bonds then Outstanding. Nothing in the Indenture, however, shall affect or impair the right of any Owner to payment of the principal of and interest on any Bond at and after its maturity or the obligation of the Authority to pay the principal of and interest on each of the Bonds to the respective Owners thereof at the time, place, from the source and in the manner expressed in such Bond and in the Indenture. Notwithstanding the foregoing, or any other provision of the Indenture, the Owners of at least 75% in aggregate outstanding principal amount of Bonds shall have the right to take any and all actions to enforce the Indenture and the Financing Agreement in their own name or, upon providing reasonable indemnity for costs or liabilities arising therefrom, in the name of the Trustee. In the event that such Owners elect to take such action, they shall notify the Trustee in writing of their election and any costs incurred in connection with the taking of such action shall be treated as costs of the Trustee and shall be subject to the same repayment, lien and security rights. Right of Owners to Direct Proceedings Any other provision in the Indenture to the contrary notwithstanding, the Majority of Owners then Outstanding shall have the right, at any time, by an instrument or instruments in writing executed and delivered to the Trustee, to direct the time, method and place of conducting all proceedings to be taken in connection with the enforcement of the Indenture, or for the appointment of a receiver or any other proceedings under the Indenture; provided that such direction shall not be otherwise than in accordance with the provisions of law and of the Indenture, and provided, further, that the Trustee shall have the right to decline to follow any such direction if the Trustee in good faith determines that the proceeding so directed would involve it in personal liability for which the Trustee has not been indemnified as provided in the Indenture. Remedies Not Exclusive No remedy conferred in the Indenture is intended to be exclusive of any other remedy or remedies, and each remedy is in addition to every other remedy given under the Indenture or now or hereafter existing at law or in equity or by statute. C-19

228 Application of Moneys in Event of Default Upon an Event of Default, all moneys held or received by the Trustee pursuant to the Indenture, the Financing Agreement or pursuant to any right given or action taken under this Article shall, after, first, payment of the reasonable fees, costs, advances and expenses of the Trustee and the proceedings resulting in the collection of such moneys (including without limitation attorneys fees and expenses), and, second, payment of the expenses of the Owners of the Bonds, including counsel fees, incurred in connection with the Event of Default, be deposited in the Debt Service Fund. All moneys in the Debt Service Account of the Debt Service Fund, the Redemption Account of the Debt Service Fund, the Debt Service Reserve Fund and the Revenue Fund shall be applied as follows: (a) If the principal of all the Bonds has not become or has not been declared due and payable, all such moneys shall be applied to the payment to the Owners entitled thereto of all installments of principal and interest then due and payable on the Bonds, in the order in which such installments of interest became due and payable, with interest thereon at the rate or rates specified in the respective Bonds to the extent permitted by law, and, if the amount available is not sufficient to pay in full any particular installment, then to the payment ratably, according to the amounts due on such installment, to the Persons entitled thereto, without any discrimination or privilege, provided that moneys in the Series 2005A Debt Service Reserve Account will only be used for payments with respect to the Series 2005A Bonds and moneys in any Debt Service Reserve Account for Additional Bonds will only be used for payments on the Bonds for which such account was established. (b) If the principal of all the Bonds has become due or has been declared due and payable, all such moneys shall be applied to the payment of the principal and interest then due and unpaid on all of the Bonds, without preference or priority of principal over interest or of interest over principal or of any installment of interest over any other installment of interest or of any Bond over any other Bond, ratably, according to the amounts due respectively for principal and interest, to the Persons entitled thereto, without any discrimination or privilege. (c) If the principal of all the Bonds has been declared due and payable, and if such declaration thereafter is rescinded and annulled under the provisions of the Indenture, then, subject to the provisions of subsection (b) of the Indenture in the event that all the Bonds shall later become due or be declared due and payable, the moneys shall be applied in accordance with the provisions of subsection (a) of the Indenture. Whenever moneys are to be applied pursuant to 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 and which may become available for such application in the future. Whenever all of the Bonds and interest thereon have been paid under the Indenture, all obligations under the Indenture have been satisfied and all fees, expenses and charges of the Trustee and any other amounts required to be paid under the Indenture have been paid, any balance remaining in the funds created pursuant to the Indenture shall be paid to the City for application in accordance with the Indenture. Bankruptcy Proceedings The Trustee is hereby authorized and directed, on behalf of the Owners of the Bonds, to file a proof or proofs of claim in any bankruptcy, receivership or other insolvency proceedings involving the City. With respect to any matter in any such proceeding which requires the vote of any claimant, the Owners hereby assign to the Trustee their rights with respect thereto and the Trustee is hereby authorized and directed to vote on behalf and in the name of the Owners of all Bonds Outstanding under the Indenture in the manner designated by a Majority of Owners. C-20

229 Waivers of Events of Default The Trustee shall waive any Event of Default and its consequences and rescind any acceleration of maturity of principal upon the written request of the Majority of Owners of a majority in aggregate principal amount of the Bonds then Outstanding. In case of any such waiver or rescission, or in case any proceedings taken by the Trustee on account of any such Event of Default have been discontinued or abandoned or determined adversely, then and in every such case the Authority, the City, the Trustee and the Majority of Owners shall be restored to their former positions, rights and obligations under the Indenture, respectively, but no such waiver or rescission shall extend to any subsequent or other default, or impair any right consequent thereon. Resignation or Removal of Trustee The Trustee and any successor Trustee may at any time resign from the trusts hereby created by giving 30 days written notice to the Authority, the City and the Owners. If at any time the Trustee ceases to be eligible in accordance with the provisions of the Indenture, it shall resign immediately in the manner provided in the Indenture. The Trustee may be removed for cause or without cause at any time by an instrument or concurrent instruments in writing delivered to the Trustee and signed by the Majority of Owners. If no Event of Default has occurred and is continuing, or no condition exists which will become an Event of Default as provided in the Indenture, the Trustee may be removed for cause or without cause (including the failure of the Trustee and the City to agree on the reasonableness of the fees and expenses of the Trustee under the Indenture) at any time by an instrument or concurrent instruments in writing delivered to the Trustee and the Owners and signed by an Authorized Authority Representative or an Authorized City Representative. The Authority, the City or the Majority of Owners may at any time petition any court of competent jurisdiction for the removal for cause of the Trustee. No resignation or removal of the Trustee shall become effective until a successor Trustee has accepted its appointment under the Indenture Appointment of Successor Trustee If the Trustee under the Indenture resigns or is removed, or otherwise becomes incapable of acting under the Indenture, or if it is taken under the control of any public officer or officers or of a receiver appointed by a court, a successor Trustee may be appointed by the City or a Majority of Owners, by an instrument or concurrent instruments in writing; provided, nevertheless, that in case of such vacancy the Authority, by an instrument executed and signed by the Authorized Authority Representative, with the consent of the City, may appoint a temporary Trustee to fill such vacancy until a successor Trustee is appointed by the City or a Majority of Owners in the manner above provided; and any such temporary Trustee so appointed by the Authority shall immediately and without further acts be superseded by the successor Trustee so appointed by the City or such Majority of Owners. If a successor Trustee or a temporary Trustee has not been so appointed and accepted such appointment within 30 days of a notice of resignation or removal of the current Trustee, the retiring Trustee may petition a court of competent jurisdiction for the appointment of a successor Trustee to act until such time, if any, as a successor has so accepted its appointment. No resignation or removal of the Trustee shall become effective until a successor Trustee has accepted its appointment under the Indenture. Qualifications of Trustee and Successor Trustees The Trustee and every successor Trustee appointed under the Indenture shall be a trust institution or commercial bank with its principal corporate trust office located in the State, shall be in good standing and qualified to accept such trusts, shall be subject to examination by a federal or state bank regulatory authority, and shall have a reported capital and surplus of not less than $25,000,000. If such institution publishes reports of condition at least annually pursuant to law or regulation, then for the purposes of the Indenture the capital and surplus of such institution shall be deemed to be its capital and surplus as set forth in its most recent report of condition so published. C-21

230 Trustee Indemnity Wherever in the Indenture provision is made for indemnity by the Owners of the Bonds, if the Owner providing such indemnity has an aggregate net worth or net asset value of at least $50,000,000, as set forth in its most recent audited financial statements or as otherwise satisfactorily demonstrated to the Trustee, the Trustee may not require any indemnity bond or other security for such indemnity. In any case where more than one Owner is providing indemnity, such indemnity shall be several and not joint and, as to each Owner, such indemnity obligation shall not exceed its percentage interest of outstanding Bonds. If provided indemnity, the Trustee shall utilize counsel or other advisors designated by a majority in interest of the indemnifying Owners to whom the Trustee has no reasonable objection and in the event the Trustee requires independent counsel, the costs and expenses thereof shall be for its own account and the Trustee shall not have any right for reimbursement against the Trust Estate or the Owners. Such indemnity shall be only for those actions or inactions taken or not taken or not taken at the indemnifying Owner s actual direction. Satisfaction and Discharge of the Indenture When the principal of and interest on all the Bonds have been paid in accordance with their terms or provision has been made for such payment, as provided in the Indenture, and provision also is made for paying all other sums payable thereunder, including the fees and expenses of the Trustee and any Paying Agents to the date of payment of the Bonds, then the right, title and interest of the Trustee under the Indenture shall thereupon cease, determine and be void, and thereupon the Trustee shall cancel, discharge and release the Indenture and shall execute, acknowledge and deliver to the Authority and the City such instruments of satisfaction and discharge or release as shall be required to evidence such release and the satisfaction and discharge of the Indenture, and shall assign and deliver to the City any property at the time subject to the Indenture which may then be in the Trustee s possession, except funds or securities in which such moneys are invested and held by the Trustee for the payment of the principal of and interest on the Bonds. The Authority is hereby authorized to accept a certificate of the Trustee addressed to the Authority and the City stating that the whole amount of the principal and interest so due and payable upon all of the Bonds then Outstanding has been paid or provision for such payment has been made in accordance with the Indenture hereof as evidence of satisfaction of the Indenture, and upon receipt thereof the Authority shall cancel and erase the inscription of the Indenture from its records. Bonds Deemed to Be Paid Bonds shall be deemed to be paid within the meaning of this Article when payment of the principal on such Bonds, plus premium, if any, plus interest thereon to the due date thereof (whether such due date is by reason of maturity or upon redemption as provided in the Indenture, or otherwise), either (1) has been made or caused to be made in accordance with the terms thereof, or (2) provision therefor has been made by depositing with the Trustee, in trust and irrevocably setting aside exclusively for such payment, (i) moneys sufficient to make such payment or (ii) non-callable Government Securities maturing as to principal and interest in such amount and at such times as will ensure the availability of sufficient moneys to make such payment and the Trustee shall have received an opinion of Bond Counsel (which opinion may be based upon a ruling or rulings of the Internal Revenue Service) to the effect that such deposit will not cause the interest on such Bonds to be included in gross income for purposes of federal income taxation and that all conditions precedent to the satisfaction of the Indenture have been met. At such time as a Bond is deemed to be paid under the Indenture as aforesaid, such Bond shall no longer be secured by or be entitled to the benefits of the Indenture, except for the purposes of any such payment from such moneys or Government Securities. Notwithstanding the foregoing, in the case of Bonds which by their terms may be redeemed prior to the stated maturities thereof, no deposit under clause (2) of the paragraph above shall be deemed a payment of such Bonds as aforesaid until, as to all such Bonds which are to be redeemed prior to their respective stated maturities, proper notice of such redemption has been given in accordance with the Indenture or irrevocable instructions have been given to the Trustee to give such notice. C-22

231 Notwithstanding any provision of the Indenture which may be contrary to the provisions of this section, all moneys or Government Securities set aside and held in trust pursuant to the provisions of this section for the payment of Bonds and interest thereon shall be applied to and be used solely for the payment of the particular Bonds and interest thereon with respect to which such moneys and Government Securities have been so set aside in trust. If the interest earnings on the moneys or Government Securities are necessary to provide for the payment of the Bonds under this section, the Trustee shall receive a verification report of a firm of independent certified public accountants that the moneys and Government Securities deposited with the Trustee are sufficient to pay when due the principal or redemption price, if any, and interest on the Bonds on or prior to the applicable redemption or maturity date. Supplemental Indentures and Supplemental Financing Agreements Not Requiring Consent of Owners The Authority and the Trustee may, with the prior written consent of the City, from time to time, without the consent of or notice to any of the Owners, enter into such Supplemental Indenture or Supplemental Indentures as are not inconsistent with the terms and provisions thereof, and the Authority, the Developer and the City may from time to time, without the consent of or notice to any of the Owners, enter into a Supplemental Financing Agreement or Supplemental Financing Agreements as are not inconsistent with the terms and provisions of the Financing Agreement, for any one or more of the following purposes: (a) to grant to or confer upon the Trustee for the benefit of the Owners any additional rights, remedies, powers or authority that may lawfully be granted to or conferred upon the Owners or the Trustee or either of them; (b) to subject to the Indenture or the Financing Agreement additional revenues, properties or collateral; (c) to modify, amend or supplement the Indenture or any indenture supplemental to the Indenture in such manner as to permit the qualification of the Indenture under the Trust Indenture Act of 1939, as then amended, or any similar federal statute hereafter in effect, or to permit the qualification of the Bonds for sale under the securities laws of any state of the United States; (d) to provide for the issuance of Additional Bonds or the refunding of any Bonds in accordance with the terms of the Indenture; or (e) to evidence the appointment of a separate trustee or the succession of a new trustee under the Indenture. C-23

232 Supplemental Indentures and Supplemental Financing Agreements Requiring Consent of Owners In addition to Supplemental Indentures and Supplemental Financing Agreements permitted by the Indenture and subject to the terms and provisions contained in the Indenture, and not otherwise, with the consent of the Owners of not less than a majority in aggregate principal amount of the Bonds of the affected series then Outstanding and the City, the Authority and the Trustee may from time to time enter into such other Supplemental Indenture or Supplemental Indentures as shall be deemed necessary and desirable by the Authority for the purpose of modifying, amending, adding to or rescinding, in any particular, any of the terms or provisions contained in the Indenture or in any Supplemental Indenture and the Authority, the Developer and the City may from time to time enter into such other Supplemental Financing Agreement or Supplemental Financing Agreements as shall be deemed necessary and desirable by the Authority, the Developer and the City for the purpose of modifying, amending, adding to or rescinding, in any particular, any of the terms or provisions contained in the Financing Agreement or in any Supplemental Indenture or Supplemental Financing Agreement; provided, however, that nothing in the Indenture contained shall permit or be construed as permitting without the consent of the Owner affected thereby: (a) an extension of the maturity of the principal of, any change in the mandatory redemption of or the scheduled date of payment of interest on any Bond; (b) any Bond; a reduction in the principal amount, redemption premium or any interest payable on (c) a privilege or priority of any Bond or Bonds over any other Bond or Bonds except as otherwise authorized by the Indenture; (d) a reduction in the aggregate principal amount of Bonds the Owners of which are required for consent to any such Supplemental Indenture; or (e) the modification of the rights, duties or immunities of the Trustee, without the written consent of the Trustee. If at any time the Authority requests the Trustee to enter into any such Supplemental Indenture or the City or the Authority advise the Trustee of their desire to enter into any such Supplemental Financing Agreement for any of the purposes of the Indenture, the Trustee shall cause notice of the proposed execution of such Supplemental Indenture or Supplemental Financing Agreement to be mailed by first-class mail to each Owner. Such notice shall briefly set forth the nature of the proposed Supplemental Indenture or Supplemental Financing Agreement and shall state that copies thereof are on file at the principal corporate trust office of the Trustee for inspection by all Owners. If within 60 days or such longer period as shall be prescribed by the Authority following the mailing of such notice, the Majority of Owners at the time of the execution of any such Supplemental Indenture or Supplemental Financing Agreement have consented to and approved the execution thereof as provided in the Indenture, no Owner of any Bond shall have any right to object to any of the terms and provisions contained therein, or the operation thereof, or in any manner to question the propriety of the execution thereof, or to enjoin or restrain the Trustee, the Authority or the City from executing the same or from taking any action pursuant to the provisions thereof. Upon the execution of any such Supplemental Indenture or Supplemental Financing Agreement as in the Indenture permitted and provided, the Indenture or the Financing Agreement, as applicable shall be and be deemed to be modified and amended in accordance therewith. Opinion of Bond Counsel Notwithstanding anything to the contrary in the Indenture, before the Authority and the Trustee enter into any Supplemental Indenture or Supplemental Financing Agreement pursuant to the Indenture, there shall have been delivered to the Trustee an opinion of Bond Counsel stating that such Supplemental Indenture or Supplemental Financing Agreement is authorized or permitted by the Indenture or the Financing Agreement, as applicable, the Act and the TIF Act, complies with their respective terms, will, upon the execution and C-24

233 delivery thereof, be valid and binding upon the Authority or the City and the Authority, as applicable, in accordance with its terms and will not adversely affect the exclusion from federal gross income of interest on any Bonds then Outstanding. Availability of Records The Trustee shall provide copies to any Owner (or any beneficial owner) of Bonds, upon written request from such Owner or beneficial owner, and upon paying the expenses thereof, of all records and documents in the Trustee s possession in connection with the Indenture and the Bonds. Availability of records and documents for inspection at the offices of the Trustee shall not be deemed to satisfy the requirements of the Indenture. ***** C-25

234 THE FINANCING AGREEMENT The following is a brief summary of the Financing Agreement. The summary does not purport to be complete or definitive and is qualified in its entirety by reference to the Financing Agreement, copies of which are on file with the Authority and the Trustee. Transfer of Revenues Subject to the Financing Agreement, on the fifteenth calendar day of each month (or the next Business Day thereafter if the fifteenth is not a Business Day) while the Bonds are Outstanding, the City shall transfer to the Trustee pursuant to the Indenture all Pledged Revenues. Subject to the Financing Agreement, the City will immediately cause the transfer of Conditionally Allotted TIF Revenues, if any, or Subordinate Lien Revenues, if any, when required by and pursuant to the Indenture. Revenue Fund The Trustee has established the Revenue Fund in accordance with the provisions of the Indenture. The Authority shall cause the Trustee to hold the Revenue Fund pursuant to this Financing Agreement and the Indenture. The Authority shall cause the Revenue Fund, and the accounts therein, to be segregated on the books and records of the Trustee and to be kept separate and apart on the books and records of the Trustee from all other moneys, revenues, funds and accounts of the Trustee and not be commingled with any other moneys, revenues, funds and accounts of the Trustee. Use of Revenue Fund The Revenue Fund shall be maintained and administered by the Trustee solely for the purposes provided in the this Financing Agreement and in the Indenture until such time as the Indenture has been discharged in accordance with the Indenture. The City shall, on the fifteenth day of each month (or the next Business Day thereafter if the fifteenth is not a Business Day), transfer all Pledged Revenues received by it to the Trustee for deposit in the Revenue Fund pursuant to the Financing Agreement. On the 40th day prior to an Interest Payment Date, the City will cause the MDFB Trustee to transfer to the Trustee for deposit in the Debt Service Account of the Debt Service Fund Conditionally Allotted TIF Revenues, if any, or Subordinate Lien Revenues, if any, if required by he Indenture. Collection of Revenues The City shall, at the expense of the Trust Estate, (a) take all lawful action within its control to cause the County Assessor of Taney County, Missouri to assess the real property and improvements within the Redevelopment Area at the times and in the manner required by the TIF Act and (b) take such lawful action within its control as may be required to cause the Collector of Revenue of Taney County, Missouri and all other Persons to pay all Economic Activity Tax Revenues which are due to the City under the TIF Act. The City shall take such lawful action within its control to collect TDD Revenues which are due in accordance with the Cooperative Agreement. Covenant to Request Appropriations The City covenants and agrees that the officer of the City at any time charged with the responsibility of formulating budget proposals is hereby directed to include in the budget proposal submitted to the Board of Aldermen of the City for each Fiscal Year that the Bonds are Outstanding a request for an appropriation of the Pledged Revenues, Conditionally Allotted TIF Revenues, if any, and Subordinate Lien Revenues, if any, on deposit in the Economic Activity Tax Account of the Special Allocation Fund for transfer to the Trustee for deposit in the Revenue Fund at the times and in the manner provided in the Indenture. Any funds appropriated as the result of such a request shall be transferred by the City to the Revenue Fund at the times and in the manner provided in the Indenture. C-26

235 Enforcement of Agreement The City shall enforce the provisions of the Agreement and the Cooperative Agreement in such manner as the City deems prudent and advisable in its good faith discretion. The City may enforce all appropriate available remedies thereunder, including particularly any actual, agreed or liquidated damages for failure to perform under the Agreement or the Cooperative Agreement. The City shall notify the Trustee in writing as to any material failure of performance under the Agreement or the Cooperative Agreement and at the time of such notification the City shall also advise the Trustee what action the City proposes to take in enforcing available remedies. If, in the judgment of the Trustee, being advised by counsel, some other or additional action is advisable, the Trustee shall so advise the City promptly in writing. If, within 30 days following advice by the Trustee that some additional or other action would be advisable, the City has not taken such other or additional action, and the Trustee has not, after consultation with the City, withdrawn such advice, upon receipt of indemnification satisfactory to it, the Trustee is hereby authorized to take such action, whether the action was suggested by the Trustee or otherwise, as the Trustee, being advised by counsel, may deem most expedient and in the interest of the Owners of the Bonds. In furtherance of the rights granted to the Trustee by this Section, the City hereby assigns to the Trustee all of the rights it may have in the enforcement of the Agreement or the Cooperative Agreement, further authorizing the Trustee in its own name or in the name of the City to bring such actions, employ such counsel, execute such documents and do such other things as may in the judgment of the Trustee be necessary or appropriate under the circumstance at the expense of the Trust Estate. The City shall not modify, amend or waive any provision of the Agreement or the Cooperative Agreement without the prior written consent of the Trustee, whose consent shall not be unreasonably withheld or delayed. The Trustee may withhold its consent to any such proposed modification, amendment or waiver of the Agreement or the Cooperative Agreement if the proposed modification, amendment or waiver may, in the sole judgment of the Trustee, being advised by counsel, adversely affect the security for the Bonds or the interests of the Owners thereof or may adversely affect the exclusion of interest on the Bonds from gross income of the Owners thereof for federal income tax purposes (to the extent that any such series of Bonds was issued as tax exempt) or as may impose additional duties on the Trustee that were not contemplated upon the original execution of the Indenture. Each of the City and the Developer, as parties to the Agreement, will faithfully perform at all times any and all covenants, undertakings, stipulations and provisions contained in the Agreement to be performed by it. Obligation to Restore The Developer hereby agrees that if any portion of the Branson Landing Private Improvements (as such term is defined in the Agreement) owned by it shall be damaged or destroyed, in whole or in part, by fire or other casualty (whether or not covered by insurance), or by any taking in condemnation proceedings or the exercise of any right of eminent domain, the Developer shall promptly restore, replace or rebuild the same (or shall promptly cause the same to be restored, replaced or rebuilt) to as nearly as possible the value, quality and condition it was in immediately prior to such fire or other casualty or taking, with such alterations or changes as may be approved in writing by the City, which approval shall not be unreasonably withheld. The Developer shall give prompt written notice to the City of any damage or destruction to any of the Branson Landing Private Improvements owned by it by fire or other casualty, irrespective of the amount of such damage or destruction. In such circumstances the Developer shall make the property safe and in compliance with all applicable laws as provided in the Financing Agreement. The Developer further agrees that each contract, lease or sublease relating to the development, ownership or use of any portion of the Branson Landing Private Improvements not owned or controlled by the Developer shall include a provision to the effect that if any portion of the Branson Landing Private Improvements controlled by such owner, lessee or sublessee shall be damaged or destroyed, in whole or in part, by fire or other casualty (whether or not covered by insurance), or by any taking in condemnation C-27

236 proceedings or the exercise of any right of eminent domain, such owner, lessee or sublessee shall promptly restore, replace or rebuild the same (or shall promptly cause the same to be restored, replaced or rebuilt) to as nearly as possible the value, quality and condition it was in immediately prior to such fire or other casualty or taking, with such alterations or changes as may be approved in writing by the Developer and the City, which approval shall not be unreasonably withheld. Each owner, lessee or sublessee shall also be required to give prompt written notice to the Developer and the City of any damages or destruction to any of the Branson Landing Private Improvements owned by such person by fire or other casualty, irrespective of the amount of such damage or destruction. Lease provisions differing from those contained in this paragraph may be approved by the City if in its sole judgment such differences are commercially reasonable. The City, the Authority and the Developer agree that if any portion of the On-Site Public Improvements (as defined in the Agreement) shall be damaged or destroyed, in whole or in part, by fire or other casualty (whether or not covered by insurance), or by any taking in condemnation proceedings or the exercise of any right of eminent domain, the City and the Developer shall apply all insurance proceeds or other proceeds or to promptly restore, replace or rebuild the same (or shall promptly cause the same to be restored, replaced or rebuilt) to as nearly as possible the value, quality and condition it was in immediately prior to such fire or other casualty or taking, with such alterations or changes as may be approved in writing by the City, which approval shall not be unreasonably withheld. The Developer shall give prompt written notice to the City (and the City shall give prompt written notice to the Developer) of any damages or destruction to any of the On-Site Public Improvements by fire or other casualty, irrespective of the amount of such damage or destruction. These restrictions are for the benefit of the City and the Authority and may be enforced by the City or the Authority or both by a suit for specific performance or for damages, or both. Use of Certain Premises In no event shall Developer permit any occupancy of the Premises (as defined in the Master Lease between the City and the Developer dated as of October 27, 2003, as amended by the First Amendment to the Master Lease between the City of Branson, Missouri and HCW Development Company, LLC, dated as of July 5, 2005) which is likely to have a material adverse impact on the aggregate total Economic Activity Tax Revenues or Payments in Lieu of Taxes shown in the TIF projection of the Developer prepared in accordance with the Agreement. Assignment by the Authority The Authority, by means of the Indenture and as security for the payment of the principal of, and redemption premium, if any, and interest on the Bonds, will assign, pledge and grant a security interest in all of its rights, title and interests in, to and under this Financing Agreement for the benefit of the Owners (reserving its Unassigned Authority s Rights). Events of Default Defined The term Event of Default shall mean any one or more of the following events: (a) Failure by the City to timely transfer revenues to the Trustee pursuant to the Financing Agreement. (b) Failure by the City to observe and perform any covenant, condition or agreement on the part of the City under this Financing Agreement, other than as referred to in the preceding subparagraph (a) of this Section, for a period of 30 days after written notice of such default has been given to the City, during which time such default is neither cured by the City nor waived in writing by the Trustee, provided that, if the failure stated in the notice cannot be corrected within said 30-day period, the Trustee may consent in writing to an extension of such time prior to its expiration if corrective action is instituted by the City within the 30-day period and diligently pursued to C-28

237 completion and if such consent, in the judgment of the Trustee, does not materially adversely affect the interests of the Owners of the Bonds. (c) Any representation or warranty by the City in the Financing Agreement or in any certificate or other instrument delivered under or pursuant to this Financing Agreement or the Indenture or in connection with the financing of the Redevelopment Project shall prove to have been false, incorrect, misleading or breached in any material respect on the date when made, unless waived in writing by the Trustee or cured by the City within 30 days after notice thereof has been given to the City. (d) Failure by the Developer to observe and perform any covenant, condition or agreement on the part of the Developer under this Financing Agreement for a period of 30 days after written notice of such default has been given to the Developer and to Developer s lenders, including any lender to Developer s affiliates in connection with any part of the Redevelopment Area, during which time such default is neither cured by the Developer or such lender(s) nor waived in writing by the Trustee, provided that, if the failure stated in the notice cannot be corrected within said 30-day period, the Trustee may consent in writing to an extension of such time prior to its expiration if corrective action is instituted by the Developer or such lenders within the 30-day period and diligently pursued to completion and if such consent, in the judgment of the Trustee, does not materially adversely affect the interests of the Owners of the Bonds. (e) Any representation or warranty by the Developer in the Financing Agreement or in any certificate or other instrument delivered under or pursuant to this Financing Agreement or the Indenture or in connection with the financing of the Redevelopment Project shall prove to have been false, incorrect, misleading or breached in any material respect on the date when made, unless waived in writing by the Trustee or cured by the Developer or Developer s lenders, including any lender to Developer s affiliates in connection with any part of the Redevelopment Area within 30 days after notice thereof has been given to the Developer and said lenders. (f) An Event of Default under the Indenture. Remedies on an Event of Default (a) Whenever any Event of Default has occurred and is continuing, the Trustee, as the assignee of the Authority, may take any one or more of the remedial steps set forth in the Indenture; provided that whether or not the principal of all Bonds then Outstanding and the interest accrued thereon have been declared immediately due and payable pursuant to the provisions of the Indenture, the Trustee may immediately proceed to take whatever other action at law or in equity is necessary and appropriate to exercise or to cause the exercise of the rights and powers set forth in the Financing Agreement or in the Indenture, as may appear necessary or desirable to collect the amounts payable pursuant to this Financing Agreement then due and thereafter to become due or to enforce the performance and observance of any obligation, agreement or covenant of the City or the Developer under this Financing Agreement or the Indenture. (b) Any amount collected pursuant to action taken under this Section shall be paid to the Trustee and applied, first, to the payment of any reasonable costs, expenses and fees incurred by the Trustee as a result of taking such action and, next, any balance shall be transferred to the Revenue Fund and applied in accordance with the Indenture. (c) Notwithstanding the foregoing, the Trustee shall not be obligated to take any step that in its opinion will or might cause it to expend time or money or otherwise incur liability, unless and until indemnity satisfactory to it has been furnished to the Trustee at no cost or expense to the Trustee, except as otherwise provided in the Indenture. C-29

238 No Remedy Exclusive No remedy in the Financing Agreement conferred or reserved is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Financing Agreement or now or hereafter existing at law or in equity or by statute. No delay or omission to exercise any right or power accruing upon an Event of Default shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. In order to entitle the Trustee to exercise any remedy reserved to it in this Article, it shall not be necessary to give any notice, other than such notice as may be expressly required in the Financing Agreement. Performance of Obligations If the City or the Developer fails to keep or perform any of its obligations as provided in this Financing Agreement, then the Trustee may (but shall not be obligated so to do) upon the continuance of such failure on the City s or Developer s part, as applicable, for 15 days after notice of such failure is given to the City or the Developer and Developer s lenders, including any lender to Developer s affiliates in connection with any part of the Redevelopment Area, as applicable, by the Trustee, and without waiving or releasing the City or the Developer, as applicable, from any obligation under the Financing Agreement, as an additional but not exclusive remedy, make any such payment or perform any such obligation, and all sums so paid by the Trustee and all necessary incidental costs and expenses incurred by the Trustee in performing such obligations shall be paid to the Trustee in accordance with the Indenture. ***** C-30

239 SUMMARY OF THE CONTINUING DISCLOSURE AGREEMENTS The following is a summary of certain provisions contained in the Continuing Disclosure Agreements. The following is not a comprehensive description, however, and is qualified in its entirety by reference to the Continuing Disclosure Agreements for a complete recital of the terms thereof. City s Continuing Disclosure Agreement The City and Commerce Bank, N.A. (the Dissemination Agent ) are entering into the City s Continuing Disclosure Agreement (the City CDA ) for the benefit of the owners and Beneficial Owners of the Series 2005A Bonds (the Bondholders ) in order to assist the Underwriter in complying with Rule 15c2-12 of the Securities and Exchange Commission (the Rule ). Pursuant to the City CDA, the City will, or will cause the Dissemination Agent to, not later than 180 days after the end of the City s fiscal year ending September 30, 2005, provide to each Nationally Recognized Securities Information Repository and the State Repository, if any, the audited financial statements for the City for the prior fiscal year (the Annual Report ). If audited financial statements are not available by the time the Annual Report is required to be filed, the Annual Report shall contain unaudited financial statements in a format similar to the financial statements contained in this Official Statement, and the audited financial statements will be filed in the same manner as the Annual Report promptly after they become available. The City will, or will cause the Dissemination Agent to, each year provide operating data related to (a) the Payments in Lieu of Taxes, Economic Activity Tax Revenues and TDD Revenues, (b) real property tax, sales tax and TDD tax information, (c) status of the construction of the Public Improvements and Convention Center and (d) information relating to the operation and revenue generated by the Convention Center (collectively with the Annual Report, the Report ). If the Dissemination Agent has not received the Report or has not received a written notice from the City that it has provided an Report to the Repositories by the date required above, the Dissemination Agent shall send a notice to each Repository. Also pursuant to the City CDA, the City shall give, or cause to be given, notice of the occurrence of any of the following events with respect to the Series 2005A Bonds, if material ( Material Events ): (1) principal and interest payment delinquencies; (2) non-payment related defaults; (3) modifications to rights of owners of the Bonds; (4) optional, contingent or unscheduled Bonds calls; (5) defeasances; (6) rating changes; (7) adverse tax opinions or events affecting the tax-exempt status of the Bonds; (8) unscheduled draws on debt service reserves reflecting financial difficulties; (9) unscheduled draws on credit enhancements reflecting financial difficulties; (10) substitution of credit or liquidity providers, or their failure to perform; (11) release, substitution or sale of property securing repayment of the Bonds; (12) the failure of the City to appropriate the Economic Activity Tax Revenues pursuant to the Financing Agreement; (13) the commencement of any litigation relating to the Series 2005A Bonds, the Redevelopment Area, the Redevelopment Agreement or the Financing Agreement against the City, the outcomes of which may have a material adverse impact on the Series 2005A Bonds or the Net Revenue; or (14) the occurrence of an event of default under the Redevelopment Agreement or the Financing Agreement which may have a material adverse impact on the Series 2005A Bonds or the Net Revenues. Notwithstanding any other provision of the City CDA, the City and the Dissemination Agent may amend the City CDA and any provision of the City CDA may be waived, provided counsel experienced in federal securities law matters provides the Dissemination Agent with its opinion that the undertaking of the City, as so amended or C-31

240 after giving effect to such waiver, is in compliance with the Rule and all current amendments thereto and interpretations thereof that are applicable to the City CDA. In the event of a failure of the City or the Dissemination Agent to comply with any provision of the City CDA, any Bondholder may take such actions as may be necessary and appropriate, including seeking mandamus or specific performance by court order, to cause the City or the Dissemination Agent, as the case may be, to comply with its obligations under the City CDA. A default under the City CDA shall not be deemed an event of default under the Indenture or the Series 2005A Bonds, and the sole remedy under the City CDA in the event of any failure of the City or the Dissemination Agent to comply with the City CDA shall be an action to compel performance. Developer s Continuing Disclosure Agreement The Developer and the Dissemination Agent are entering into the Developer s Continuing Disclosure Agreement (the Developer CDA ) for the benefit of the owners and the Bondholders in order to assist the Underwriter in complying with the Rule. Pursuant to the Developer CDA, the Developer will, within 30 days of the end of each calendar quarter (ending March 31, June 30, September 30 and December 31) following the closing of the Series 2005A Bonds and continuing until the completion of construction of and opening for business of the boutique hotel, the Convention Center hotel, the Public Improvements and retail stores within the Redevelopment Area, provide to the Dissemination Agent the information set forth below: (i) status of completion of the improvements to be constructed pursuant to the Redevelopment Agreement, completion and opening for business of the boutique hotel, the Convention Center hotel, the Public Improvements and retail stores in the Redevelopment Area, and completion of the Redevelopment Project as described in the Official Statement; (ii) leasing and sales information regarding the retail sites in the Redevelopment Project, the percentage of leaseable space under lease agreements, the parties to such agreements and intended retailers, the percentage of leaseable space which is subject to a letter of intent to lease, the percentage of leaseable space for which lease negotiations are in progress, and the percentage of any remaining leaseable space (not subject to a lease agreement, letter of intent or negotiations); (iii) whether during the previous calendar quarter, the zoning classification for any parcel comprising the Redevelopment Area has changed and, if so, describing in reasonable detail the effect of such change; (iv) a statement as to the existence of any material legislative, administrative or judicial challenge to the knowledge of the Developer to the construction or operation of the Redevelopment Project; (v) an update to the following headings of the Official Statement reflecting any material changes in the plan to develop the Redevelopment Project as described in the Official Statement, under the headings THE DEVELOPER, THE REDEVELOPMENT PROJECT Overview, Master Lease, Construction of the Redevelopment Project, Other Redevelopment Project Financing, Construction Lending, Architectural Design, Construction Contractors, Summary of Sales & Leases and Management, (collectively, the Developer Information );. (vi) whether during the previous period, ownership or identity of the lessee of any parcel comprising the Redevelopment Area has changed and, if so, identifying the transferee and indicating whether such transferee is an affiliate; (vii) the receipt by the Developer of formal written notice of default under the Redevelopment Agreement or under the Financing Agreement; (viii) a statement as to material changes, if any, in the form, organization or ownership of the Developer; and (ix) a description of any material modification (as determined by the Developer) of the Redevelopment Agreement or the Financing Agreement as it pertains to Redevelopment Project. C-32

241 The Developer shall provide to the Dissemination Agent annually within 30 days of receipt by the Developer for each year (ending September 30) that the Series 2005A Bonds are outstanding, the information set forth above in sections (ii) through (ix), inclusive. Also pursuant to the Developer CDA, whenever the Developer obtains actual knowledge of the occurrence of one or more of the following events, the Developer shall contact the Dissemination Agent who shall immediately report such event to the City: (a) (b) (c) (d) (e) (f) (g) (h) (i) (j) (k) material damage to or destruction of any of the Redevelopment Project or improvements within the Redevelopment Area; material default by the Developer or any affiliate thereof on any loan with respect to the construction or permanent financing of the Redevelopment Project; payment default by the Developer or any affiliate thereof on any loan to such party with respect to the construction or permanent financing of the Redevelopment Project (whether or not such loan is secured by property within the Redevelopment Area); the filing by or against the Developer or any affiliate thereof, any member or manager of the Developer or any owners of more than 25% interest in the Developer of any petition or other proceeding under any bankruptcy, insolvency or similar law or any determination that the Developer or an owner of interest in the Developer or a subsidiary of the Developer or any affiliate thereof is unable to pay its debts as they become due; the filing of any lawsuit with a claim for damages in excess of $1,000,000 against the Developer which may adversely affect the completion of the Redevelopment Project or litigation in excess of $1,000,000 which would materially adversely affect the financial condition of the Developer; the failure by the Developer or any affiliate thereof to pay any ad valorem taxes or Payments in Lieu of Taxes with respect to property in the Redevelopment Area owned by the Developer or any affiliate thereof; the filing by the Developer or any affiliate thereof of any appeal of assessed valuation with respect to property in the Redevelopment Area that is owned by the Developer or any affiliate thereof which appeal, if successful, would cause the tax liability owed on such property to decrease by more than 5%; change in ownership of any parcel in the City owned by the Developer or any of its affiliates, unless the transferee is also an affiliate of the Developer; material default by the Developer or any affiliate thereof of any loan with respect to the construction or permanent financing of all or a portion of the Redevelopment Project; material default by the Developer or any affiliate thereof on any loan secured by any interest in property in the City leased or owned by the Developer or any affiliate thereof; or payment default by the Developer or any affiliate thereof on any loan to such party with respect to the construction and permanent financing of all or any portion of the Redevelopment Project (whether or not such loan is secured by an interest in property in the City). The Dissemination Agent covenants that it will verify that it has received the required information, compile such information and provide a report on such information promptly in accordance with the timing requirements specified in the Developer CDA. If the Dissemination Agent has not received all of the information to be provided to it by the Developer in accordance with the Developer CDA, it will contact the Developer and use its best efforts to acquired such information. Notwithstanding any other provision of the Developer CDA, the Developer and the Dissemination Agent may amend the Developer CDA and any provision of the Developer CDA may be waived, provided counsel experienced in federal securities law matters provides the Dissemination Agent with its opinion that the undertaking of the Developer, as so amended or after giving effect to such waiver, is in compliance with the Rule and all current amendments thereto and interpretations thereof that are applicable to the Developer CDA. In the event of a failure of the Developer or the Dissemination Agent to comply with any provision of the Developer CDA, the Authority, the City or any Bondholder may take such actions as may be necessary and appropriate, including seeking mandamus or specific performance by court order, to cause the Developer or the C-33

242 Dissemination Agent, as the case may be, to comply with its obligations under the Developer CDA. A default under the Developer CDA shall not be deemed an event of default under the Indenture or the Series 2005A Bonds, and the sole remedy under the Developer CDA in the event of any failure of the Developer or the Dissemination Agent to comply with the Developer CDA shall be an action to compel performance. ** *** C-34

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