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ORD 38277 - Agmt with public facilities corporation for Saddlebrook library project, police helicopters, and compost grinder �MAHA,N of �a� Finance Department ir ��. -�('�; Omaha/Douglas Civic Center z a1b�`/(A .t 1819 Famam Street,Suite 1004 � ' Omaha,Nebraska 68183-1004 °�'` y�n3!` ( 02 444-5416 4 ) o�'�ED FeBR�t.*- Telefax(402)444-5423 Carol A.Ebdon City of Omaha Director Mike Fahey,Mayor Allen R.Herink City Comptroller Honorable President and Members of the City Council, This Ordinance authorizes and approves a lease-purchase agreement between-the City of Omaha Public Facilities Corporation and the City of Omaha to provide funds for the lease-purchase of the Saddlebrook Library Project, two Bell Helicopter Textron, Inc. police helicopters and a high speed compost grinder. We urge your favorable consideration of this Ordinance, Respectfully submitted, Referied tA'City Council for Consideration: CAL-- /D-it v ) ,4 --/6 Carol A. Ebdon Date Mayor's 0 fffice Date fork Finance Director P:\FINADM 1016vgl.doc • daily in the English language, having a bona fide paid circulation in Douglas County in excess of 300 copies, printed in Omaha,in said County of Douglas,for more than fifty-two weeks last past; that the printed notice hereto attached was published in THE DAILY RECORD,of Omaha,on October 10, 2008 That aid.ftwspaper during that time w:_ •gularly published and in ¢ e�alpcir butt ion in the County of Doug : : r "-State of Nebraska. P .ERA• Y N Subscribed in ,7'.re.:• •and sworn to befo Publisha*f"eblON $'I 0' me this 10th da of �F ies $•' XPop October 20AR Addition Cope ):4 jF jV��v Notary Pu is in d jot ou ras unty, t Sta of Nebraska ,c iudi ibick in the County of I r : and State of Nebraska. PP ......... �',p I•,. I" �::GENERAL ' V r • Subscribed.my presence and swo to before NOTARY lishevliiiibS101� o 0 me this 5th day of EXPIRES dit9pnal Copies $ • Not m r 20 08 "9TF OF 14E-$� Notary lic and glas County, ate of Nebraska i HIRED AUTOS BODILY INJURY NON OWNED AUTOS - - (Per accident) 1 PROPERTY DAMAGE - (Per accident) GARAGE LIABILITY AUTO ONLY-EA ACCIDENT - ANY AUTO OTHER THAN EA ACC AUTO ONLY: — AGG - EXCESS/UMBRELLA LIABILITY EACH OCCURRENCE ❑OCCUR ❑ CLAIMS MADE - AGGREGATE • —•DEDUCTIBLE RETENTION • WC STATU- OTH- WORKERS COMPENSATION AND EMPLOYERS'LIABILITY Y/N TORY LIMITS ER ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT YEl OFFICER/MEMBER EXCLUDED? E.L.DISEASE-EA EMPLOYEE AL (Mandatory in NH) E.L.DISEASE-POLICY LIMIT Li I(yes,describe under SPECIAL PROVISIONS below `-`i •F. OTHER - DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS RE: RFP , City of Omaha is Additional Insured with respects to General Liability coverage as required by written contract. CERTIFICATE HOLDER CANCELLATION Cityof Omaha SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION _ Omaha-Douglas Civic Center DATE THEREOF,THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, 1819 Fa r n am street, LC 1 BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY r7 Omaha NE 68183-0001 USA OF ANY KIND UPON THE INSURER,ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE JZ ✓l-id 'n t.r,,a 0 W„,,y, . . ACORD 25(2009/01) ©1988-2009 ACORD CORPORATION.All rights reserved® The ACORD name and logo are registered marks of ACORD ORDINANCE NO. (Y,A27 AN ORDINANCE AUTHORIZING AND APPROVING A LEASE-PURCHASE AGREEMENT (THE "AGREEMENT") BETWEEN THE CITY OF OMAHA PUBLIC FACILITIES CORPORATION (THE "CORPORATION") AND THE CITY OF OMAHA, NEBRASKA (THE "CITY") TO PROVIDE FUNDS FOR THE LEASE-PURCHASE OF CERTAIN EQUIPMENT, IMPROVEMENTS AND ADDITIONS, CERTAIN REAL PROPERTY COMPRISING THE PROJECTS AS DESCRIBED THEREIN (COLLECTIVELY, THE "PROJECT"), A COPY OF WHICH AGREEMENT IS ATTACHED HERETO AS EXHIBIT A AND INCORPORATED HEREIN BY THIS REFERENCE; AUTHORIZING AND APPROVING A SITE LEASE AGREEMENT (THE "LEASE") BETWEEN THE CORPORATION AND THE CITY FOR THE LEASING OF THE PROJECT SITES BY THE CITY TO THE CORPORATION, A COPY OF WHICH LEASE IS ATTACHED HERETO AS EXHIBIT B AND INCORPORATED HEREIN BY THIS REFERENCE; AUTHORIZING AND APPROVING A BILL OF SALE (THE "BILL OF SALE") BY THE CITY TO THE CORPORATION FOR THE SALE OF THE PROJECT EQUIPMENT TO THE CORPORATION, A COPY OF WHICH BILL OF SALE IS ATTACHED HERETO AS EXHIBIT C; APPROVING AN INDENTURE OF TRUST (THE "INDENTURE") BETWEEN THE CORPORATION AND FIRST NATIONAL BANK OF OMAHA, AS TRUSTEE, A COPY OF WHICH INDENTURE IS ATTACHED HERETO AS EXHIBIT D AND INCORPORATED HEREIN BY THIS REFERENCE; APPROVING THE TERMS AND CONDITIONS OF THE CORPORATION'S APPROXIMATELY $7,500,000 LEASE REVENUE BONDS, SERIES 2008 (THE "BONDS"), TO BE ISSUED IN ONE OR MORE SEPARATE SERIES AS SET FORTH IN THE INDENTURE, AND THE ISSUANCE AND DELIVERY THEREOF; APPROVING THE FORM, CONTENT AND DISTRIBUTION OF THE PRELIMINARY OFFICIAL STATEMENT, A COPY OF WHICH PRELIMINARY OFFICIAL STATEMENT IS ATTACHED HERETO AS EXHIBIT E AND INCORPORATED HEREIN BY THIS REFERENCE; AUTHORIZING AND APPROVING THE FORM AND CONTENT OF A LETTER AGREEMENT (THE "LETTER AGREEMENT") CONSTITUTING AN UNDERTAKING BY THE CITY TO PROVIDE ONGOING DISCLOSURE ABOUT THE CITY FOR THE BENEFIT OF THE HOLDERS OF THE BONDS, A COPY OF WHICH LETTER AGREEMENT IS ATTACHED HERETO AS EXHIBIT F AND INCORPORATED HEREIN BY THIS REFERENCE; SATISFYING APPLICABLE FEDERAL INCOME TAX LAW REQUIREMENTS AND APPROVING THE EFFECTIVE DATE HEREOF. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF OMAHA: m r 20 08 "9TF OF 14E-$� Notary lic and glas County, ate of Nebraska i HIRED AUTOS BODILY INJURY NON OWNED AUTOS - - (Per accident) 1 PROPERTY DAMAGE - (Per accident) GARAGE LIABILITY AUTO ONLY-EA ACCIDENT - ANY AUTO OTHER THAN EA ACC AUTO ONLY: — AGG - EXCESS/UMBRELLA LIABILITY EACH OCCURRENCE ❑OCCUR ❑ CLAIMS MADE - AGGREGATE • —•DEDUCTIBLE RETENTION • WC STATU- OTH- WORKERS COMPENSATION AND EMPLOYERS'LIABILITY Y/N TORY LIMITS ER ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT YEl OFFICER/MEMBER EXCLUDED? E.L.DISEASE-EA EMPLOYEE AL (Mandatory in NH) E.L.DISEASE-POLICY LIMIT Li I(yes,describe under SPECIAL PROVISIONS below `-`i •F. OTHER - DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS RE: RFP , City of Omaha is Additional Insured with respects to General Liability coverage as required by written contract. CERTIFICATE HOLDER CANCELLATION Cityof Omaha SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION _ Omaha-Douglas Civic Center DATE THEREOF,THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, 1819 Fa r n am street, LC 1 BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY r7 Omaha NE 68183-0001 USA OF ANY KIND UPON THE INSURER,ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE JZ ✓l-id 'n t.r,,a 0 W„,,y, . . ACORD 25(2009/01) ©1988-2009 ACORD CORPORATION.All rights reserved® The ACORD name and logo are registered marks of ACORD Ordinance No. L3&Z7#9 Page 2 ARTICLE I FINDINGS AND DETERMINATIONS The Mayor and Council of the City of Omaha hereby find and determine: (a) the City of Omaha, Nebraska (the "City") wishes to acquire two police helicopters and compost grinding equipment (the "Project Equipment") and, as contemplated by and in furtherance of Ordinance 37847, passed September 18, 2007, and the Interlocal Agreement of the City.and certain other parties approved thereby, to acquire, construct, improve, equip and furnish certain improvements and additions to the Saddlebrook School Library and Community Center (the "Saddlebrook Library Project") 14850 Laurel Avenue, Suite 103N, Omaha,Nebraska; and (b) the City intends that certain parcels of real estate owned by the City, being the library facility within the Saddlebrook School Library and Community Center and its site within the zoning jurisdiction of the City of Omaha, Nebraska and to be legally described in the hereinafter-defined Lease (the "Saddlebrook Project Site"), constitute a part of and be the location of the Saddlebrook Library Project; and (c) the City intends that the Project Equipment owned by the City and described in the hereinafter-defined Agreement, constitute a part of the Project; and (d) the City of Omaha Public Facilities Corporation, a nonprofit corporation organized under Nebraska law (the "Corporation"), has been established for the purpose of assisting the City in the acquisition of equipment and the acquisition, construction, improvement, furnishing and equipping of improvements and additions to public buildings and improvements of the City of Omaha,Nebraska; and • (e) the Corporation is willing (i)to issue its lease revenue bonds, in one or more separate series, in the aggregate principal amount of approximately $7,500,000 (the "Bonds") on behalf of the City, the proceeds of which Bonds will be used, in part, to acquire the Project Equipment and to acquire, construct, improve, furnish and equip the Saddlebrook Library Project and (ii)to lease the Saddlebrook Library Project and the Project Equipment to the City; and (f) the City and the Corporation, pursuant to Section 5.17 of the Home Rule Charter of the City of Omaha, 1956, as amended (the "Home Rule Charter"), contemplate (i) entering into the Site Lease Agreement (the "Lease"), whereby the Corporation will lease the Saddlebrook Project Site from the City and (ii)the City selling the Project Equipment to the Corporation by the Bill of Sale (the "Bill of Sale") and (iii) entering into a Lease-Purchase Agreement (the "Agreement") whereby the City will lease the Saddlebrook Library Project and the Project Equipment from the Corporation and pay as rental payments the amounts necessary timely to discharge the indebtedness created by the Corporation's issuance of the Bonds; and C STATU- OTH- WORKERS COMPENSATION AND EMPLOYERS'LIABILITY Y/N TORY LIMITS ER ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT YEl OFFICER/MEMBER EXCLUDED? E.L.DISEASE-EA EMPLOYEE AL (Mandatory in NH) E.L.DISEASE-POLICY LIMIT Li I(yes,describe under SPECIAL PROVISIONS below `-`i •F. OTHER - DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS RE: RFP , City of Omaha is Additional Insured with respects to General Liability coverage as required by written contract. CERTIFICATE HOLDER CANCELLATION Cityof Omaha SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION _ Omaha-Douglas Civic Center DATE THEREOF,THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, 1819 Fa r n am street, LC 1 BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY r7 Omaha NE 68183-0001 USA OF ANY KIND UPON THE INSURER,ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE JZ ✓l-id 'n t.r,,a 0 W„,,y, . . ACORD 25(2009/01) ©1988-2009 ACORD CORPORATION.All rights reserved® The ACORD name and logo are registered marks of ACORD Ordinance No. CJ02 99 Page 3 (g) the Corporation is willing to enter into an Indenture of Trust (the "Indenture") with First National Bank of Omaha, as trustee (the "Trustee"), setting forth the maturities, interest rates and other terms and conditions of the Bonds, and providing for the application of the proceeds of the Bonds to the costs of the Saddlebrook Library Project and the Project Equipment; and (h) under applicable Internal Revenue Service rulings, approval by the City Council of the issuance of the Bonds by the Corporation is required in order that the interest on the Bonds be excluded from gross income of the holders for the purpose of federal income taxation, which exclusion will reduce the Corporation's interest costs and thereby reduce the rental payments to be made by the City under the Agreement; and (i) the Corporation has requested D.A. Davidson& Co. (the "Underwriter") to underwrite the Bonds; and (j) in order that the Underwriter may comply with Section(b)(5)(i) of Securities and Exchange Commission Rule 15c2-12 (17 C.F.R., § 240.15c2-12) (the "Rule"), the City will enter into the Letter Agreement (the "Letter Agreement") with the Trustee pursuant to which the City will agree to provide ongoing disclosure about the City for the benefit of the holders of the Bonds; and (k) the City has determined that it is in its best interest that the Corporation issue the Bonds and apply the proceeds thereof to the acquisition of the Project Equipment and the acquisition, construction, improving, furnishing and equipping of the Saddlebrook Library Project and that it is necessary for the City to enter into the Agreement, the Lease, the Bill of Sale and the Letter Agreement, approve the Indenture, the form, content and distribution of the Preliminary Official Statement (the "Preliminary Official Statement") in connection with the marketing of the Bonds by the Underwriter and to satisfy certain requirements of federal income tax law in order that the interest on the Bonds shall be excluded from gross income of the holders thereof for federal income tax purposes. ARTICLE II AUTHORIZATIONS AND APPROVALS Section 2.1. The previous formation of the Corporation is hereby acknowledged, approved and ratified by the City Council, and the Corporation is authorized to do that which is necessary and appropriate in order that the Corporation may issue its Bonds on behalf of the City for the purpose of acquiring the Project Equipment and acquiring, constructing, improving, furnishing and equipping the Saddlebrook Library Project. Section 2.2. The Agreement is hereby authorized and approved in accordance with the provisions of Section 5.17 of the Home Rule Charter, and the Mayor of the City shall execute the Agreement by and on behalf of the City, with the official seal of the City impressed or imprinted of the Bonds; and C STATU- OTH- WORKERS COMPENSATION AND EMPLOYERS'LIABILITY Y/N TORY LIMITS ER ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT YEl OFFICER/MEMBER EXCLUDED? E.L.DISEASE-EA EMPLOYEE AL (Mandatory in NH) E.L.DISEASE-POLICY LIMIT Li I(yes,describe under SPECIAL PROVISIONS below `-`i •F. OTHER - DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS RE: RFP , City of Omaha is Additional Insured with respects to General Liability coverage as required by written contract. CERTIFICATE HOLDER CANCELLATION Cityof Omaha SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION _ Omaha-Douglas Civic Center DATE THEREOF,THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, 1819 Fa r n am street, LC 1 BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY r7 Omaha NE 68183-0001 USA OF ANY KIND UPON THE INSURER,ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE JZ ✓l-id 'n t.r,,a 0 W„,,y, . . ACORD 25(2009/01) ©1988-2009 ACORD CORPORATION.All rights reserved® The ACORD name and logo are registered marks of ACORD Ordinance No. c3829 Page 4 thereon and attested by the City Clerk, in substantially the form presented to the City Council and attached hereto as Exhibit A, subject to such changes, insertions and omissions and fillings-in of blanks as shall have been approved by the City officials executing the same pursuant to this Section. Section 2.3. The Lease is hereby authorized and approved, and the Mayor of the City shall execute the Lease by and on behalf of the City, with the official seal of the City impressed or imprinted thereon and attested by the City Clerk, in substantially the form presented to the City Council and attached hereto as Exhibit B, subject to such changes, insertions and omissions and fillings-in of blanks as shall have been approved by the City officials executing the same pursuant to this Section. Section 2.4. The Bill of Sale is hereby authorized and approved , and the Mayor of the City shall execute the Bill of Sale by and on behalf of the City, with the official seal of the City impressed or imprinted thereon and attested by the City Clerk, in substantially the form presented to the City Council and attached hereto as Exhibit C, subject to such changes, insertions and omissions and fillings-in of blanks as shall have been approved by the City officials executing the same pursuant to this Section. Section 2.5. The Indenture and the Preliminary Official Statement, in substantially the respective forms presented to the City Council and attached hereto as Exhibits D and E, respectively, are hereby authorized and approved. Section 2.6. The distribution of the Preliminary Official Statement by the Underwriter is hereby approved, and the Preliminary Official Statement is hereby deemed final as of its date for the purposes of and with omissions permitted by Section(b)(1)of the Rule. Section 2.7. The Letter Agreement is hereby authorized and,approved, and the Mayor of the City shall execute the Letter Agreement by and on behalf of the City, with the official seal of the City impressed or imprinted thereon and attested by the City Clerk, in substantially the form presented to the City Council and attached hereto as Exhibit F, subject to such changes, insertions and omissions and fillings-in of blanks as shall have been approved by the City officials executing the same pursuant to this Section. Section 2.8. Payment by the City of the lease-purchase amounts from time to time respectively due under and pursuant to the Agreement is hereby authorized and directed. Section 2.9. The issuance and delivery by the Corporation of the Bonds in one or more series, in the aggregate principal amount, bearing interest at the rate or rates per annum and otherwise on the terms and conditions set forth in the Indenture is hereby preliminarily approved, subject to final approval of the terms of the Bonds, a bond purchase agreement, the final Official Statement and related matters by subsequent resolution of this City Council. Section 2.10. (a) The Mayor, City Clerk and Finance Director (or any officer of the City authorized to act in the capacity of Mayor, City Clerk or Finance Director) are hereby authorized CER/MEMBER EXCLUDED? E.L.DISEASE-EA EMPLOYEE AL (Mandatory in NH) E.L.DISEASE-POLICY LIMIT Li I(yes,describe under SPECIAL PROVISIONS below `-`i •F. OTHER - DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS RE: RFP , City of Omaha is Additional Insured with respects to General Liability coverage as required by written contract. CERTIFICATE HOLDER CANCELLATION Cityof Omaha SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION _ Omaha-Douglas Civic Center DATE THEREOF,THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, 1819 Fa r n am street, LC 1 BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY r7 Omaha NE 68183-0001 USA OF ANY KIND UPON THE INSURER,ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE JZ ✓l-id 'n t.r,,a 0 W„,,y, . . ACORD 25(2009/01) ©1988-2009 ACORD CORPORATION.All rights reserved® The ACORD name and logo are registered marks of ACORD Ordinance No. C3,701/9 Page 5 and directed punctually to execute such instruments, certificates and documents as may be necessary and appropriate and to do all acts and things required therein by the terms, covenants, provisions and agreements of this Ordinance, the Bonds, the Agreement, the Lease, the Bill of Sale,the Indenture and the Letter Agreement. (b) The officers, employees and agents of the City are hereby authorized and directed to do all acts and things necessary to carry into effect the provisions of this Ordinance. Section 2.11. The City will accept delivery of full legal and unencumbered title to the Saddlebrook Library Project and the Project Equipment not later than the end of the term of the corresponding series of the Bonds. ARTICLE III EFFECTIVE DATE This Ordinance shall be in full force and effect on the date of its passage, this Ordinance not being legislative in character and immediate effectiveness being within the provisions of Section 2.12 of the Home Rule Charter. ed or imprinted thereon and attested by the City Clerk, in substantially the form presented to the City Council and attached hereto as Exhibit C, subject to such changes, insertions and omissions and fillings-in of blanks as shall have been approved by the City officials executing the same pursuant to this Section. Section 2.5. The Indenture and the Preliminary Official Statement, in substantially the respective forms presented to the City Council and attached hereto as Exhibits D and E, respectively, are hereby authorized and approved. Section 2.6. The distribution of the Preliminary Official Statement by the Underwriter is hereby approved, and the Preliminary Official Statement is hereby deemed final as of its date for the purposes of and with omissions permitted by Section(b)(1)of the Rule. Section 2.7. The Letter Agreement is hereby authorized and,approved, and the Mayor of the City shall execute the Letter Agreement by and on behalf of the City, with the official seal of the City impressed or imprinted thereon and attested by the City Clerk, in substantially the form presented to the City Council and attached hereto as Exhibit F, subject to such changes, insertions and omissions and fillings-in of blanks as shall have been approved by the City officials executing the same pursuant to this Section. Section 2.8. Payment by the City of the lease-purchase amounts from time to time respectively due under and pursuant to the Agreement is hereby authorized and directed. Section 2.9. The issuance and delivery by the Corporation of the Bonds in one or more series, in the aggregate principal amount, bearing interest at the rate or rates per annum and otherwise on the terms and conditions set forth in the Indenture is hereby preliminarily approved, subject to final approval of the terms of the Bonds, a bond purchase agreement, the final Official Statement and related matters by subsequent resolution of this City Council. Section 2.10. (a) The Mayor, City Clerk and Finance Director (or any officer of the City authorized to act in the capacity of Mayor, City Clerk or Finance Director) are hereby authorized CER/MEMBER EXCLUDED? E.L.DISEASE-EA EMPLOYEE AL (Mandatory in NH) E.L.DISEASE-POLICY LIMIT Li I(yes,describe under SPECIAL PROVISIONS below `-`i •F. OTHER - DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS RE: RFP , City of Omaha is Additional Insured with respects to General Liability coverage as required by written contract. CERTIFICATE HOLDER CANCELLATION Cityof Omaha SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION _ Omaha-Douglas Civic Center DATE THEREOF,THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, 1819 Fa r n am street, LC 1 BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY r7 Omaha NE 68183-0001 USA OF ANY KIND UPON THE INSURER,ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE JZ ✓l-id 'n t.r,,a 0 W„,,y, . . ACORD 25(2009/01) ©1988-2009 ACORD CORPORATION.All rights reserved® The ACORD name and logo are registered marks of ACORD • Ordinance No. .0 Page 6 INTRODUCED BY COUNCILMEMBER c7&)I4L APPROVED: PASSED NOV - 4 2008` 9'd I//jocr MAYOR OF THE DATE CITY OF OMAHA ATTES • ///6%f CITY CLERK OF THE CITY OF OMAHA • r APPROVED RIVI: CIT AT ORNEY 1/4 - 06/ Dep ty City Attorney Date P:\LAW—CITY COUNCIL DOCUMENTS\2008\50180s1w.doc C :X1 >-y ---1 �, � 'T ri t i'� uld have paid under this Part, then this Plan has the right to recover any excess from any other insurer, any other organization, or any person to or for whom such amounts were paid, including the Subscriber. 9836-S Rev. 1/01/2004 - 57 - EXHIBIT A CITY OF OMAHA PUBLIC FACILITIES CORPORATION, as Lessor to CITY OF OMAHA,NEBRASKA, as Lessee LEASE-PURCHASE AGREEMENT Dated as of December 1, 2008 Return Copy to: Paul D. Kratz,Esq. City of Omaha,Nebraska 1819 Farnam Street Omaha,NE 68183 4817-8397-5427.2 Lease Purchase 08 / Dep ty City Attorney Date P:\LAW—CITY COUNCIL DOCUMENTS\2008\50180s1w.doc C :X1 >-y ---1 �, � 'T ri t i'� uld have paid under this Part, then this Plan has the right to recover any excess from any other insurer, any other organization, or any person to or for whom such amounts were paid, including the Subscriber. 9836-S Rev. 1/01/2004 - 57 - • TABLE OF CONTENTS Page Section 1. Term of Lease 1 Section 2. Rental Payments 1 Section 3. Place of Payment and Assignment of Rentals 3 Section 4. Repairs and Maintenance 3 Section 5. Insurance, Damage or Destruction 4 Section 6. Condemnation 4 Section 7. Indemnification of Corporation 5 Section 8. Corporation's Right of Inspection 5 Section 9. Alterations, Additions and Improvements 5 Section 10. Use of Premises and Equipment 5 Section 11. Subletting 5 Section 12. No Right of Surrender 5 Section 13. Acquisition of the Project 5 Section 14. Termination of Leasehold 7 Section 15. Default 7 Section 16. Donations to City 7 Section 17. Financing 7 Section 18. Amendment of This Agreement 7 Section 19. Refund of Sales Tax 7 Section 20. Discrimination 8 Section 21. Authority of Parties 8 Section 22. Compliance With Laws 8 Section 23. Notices 8 Section 24. Waiver 8 Section 25. No Merger 8 Section 26. Benefit 8 Section 27. Section Captions 8 SCHEDULE I SCHEDULE OF BASIC RENT PAYABLE BY THE CITY OF OMAHA, NEBRASKA APPENDIX A LEASEHOLD PROPERTY DESCRIPTION—Saddlebrook Library Project APPENDIX C LEASEHOLD PROPERTY DESCRIPTION—Project Equipment 4817-8397-5427.2 Lease Purchase 08 final as of its date for the purposes of and with omissions permitted by Section(b)(1)of the Rule. Section 2.7. The Letter Agreement is hereby authorized and,approved, and the Mayor of the City shall execute the Letter Agreement by and on behalf of the City, with the official seal of the City impressed or imprinted thereon and attested by the City Clerk, in substantially the form presented to the City Council and attached hereto as Exhibit F, subject to such changes, insertions and omissions and fillings-in of blanks as shall have been approved by the City officials executing the same pursuant to this Section. Section 2.8. Payment by the City of the lease-purchase amounts from time to time respectively due under and pursuant to the Agreement is hereby authorized and directed. Section 2.9. The issuance and delivery by the Corporation of the Bonds in one or more series, in the aggregate principal amount, bearing interest at the rate or rates per annum and otherwise on the terms and conditions set forth in the Indenture is hereby preliminarily approved, subject to final approval of the terms of the Bonds, a bond purchase agreement, the final Official Statement and related matters by subsequent resolution of this City Council. Section 2.10. (a) The Mayor, City Clerk and Finance Director (or any officer of the City authorized to act in the capacity of Mayor, City Clerk or Finance Director) are hereby authorized CER/MEMBER EXCLUDED? E.L.DISEASE-EA EMPLOYEE AL (Mandatory in NH) E.L.DISEASE-POLICY LIMIT Li I(yes,describe under SPECIAL PROVISIONS below `-`i •F. OTHER - DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS RE: RFP , City of Omaha is Additional Insured with respects to General Liability coverage as required by written contract. CERTIFICATE HOLDER CANCELLATION Cityof Omaha SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION _ Omaha-Douglas Civic Center DATE THEREOF,THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, 1819 Fa r n am street, LC 1 BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY r7 Omaha NE 68183-0001 USA OF ANY KIND UPON THE INSURER,ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE JZ ✓l-id 'n t.r,,a 0 W„,,y, . . ACORD 25(2009/01) ©1988-2009 ACORD CORPORATION.All rights reserved® The ACORD name and logo are registered marks of ACORD • LEASE-PURCHASE AGREEMENT THIS LEASE-PURCHASE AGREEMENT is made and entered into as of this 1st day of December, 2008 by and between CITY OF OMAHA PUBLIC FACILITIES CORPORATION, a Nebraska nonprofit corporation ("Corporation"), as Lessor, and the CITY OF OMAHA, NEBRASKA, a municipal corporation ("City"), as Lessee, and is a second amendment to the Lease-Purchase Agreement by and between Corporation and City dated as of December 1, 2006 (the "Original Agreement") within the meaning of Section 2.09 of the Indenture of Trust between Corporation and First National Bank of Omaha, as trustee, dated as of December 1, 2006 (the"Original Indenture"). RECITALS: Corporation hereby leases to City (i)the properties described at Appendix A hereto, together with all improvements of every kind and description, including such buildings, structures, fixtures, equipment and personal property thereon and any property of every kind, whether real or personal, as may, during the term hereof, be situated thereon and (ii)the items of equipment described at Appendix B hereto (collectively,the "Project"). City previously entered into that certain Interlocal Cooperation Agreement for Joint Recreational Library and Educational Facility dated September 18, 2007 (the "Interlocal Agreement") with Sanitary and Improvement District No. 424 of Douglas County, Nebraska, Sanitary and Improvement District No. 446 of Douglas County, Nebraska, Sanitary and Improvement District No. 482 of Douglas County, Nebraska and Sanitary and Improvement District No. 501 of Douglas County, Nebraska, the Omaha Public Library Board, an instrumentality of the City ("OPL"), and Douglas County School District 0001. The Interlocal Agreement has a term of 50 years commencing on September 18, 2007, and provides, among other things, for the lease from Corporation the hereinafter-defined Saddlebrook Library Project. OPL will operate the Saddlebrook Library Project on behalf of City, as Lessee hereunder and ultimate titleholder of the Saddlebrook Library Project. Section 1. Term of Lease. The term of this Lease-Purchase Agreement (this "Agreement") with respect to the "Saddlebrook Library Project" described in Appendix A hereto shall be 19 years and 11%2 months beginning on the date hereof and ending on November 15, 2028 unless sooner terminated or extended as hereinafter provided and the term hereof with respect to the "Project Equipment" described in Appendix B hereto shall be 19 years and 111/4 months beginning on the date hereof and ending on November 15, 2028, unless sooner terminated or extended as hereinafter provided. Section 2. Rental Payments. (a) Basic Rent. City shall pay to Corporation cash Basic Rent in the amounts and on or before the dates shown on Schedule I, which is attached hereto and made a part hereof by this reference. It is the intention of Corporation and City that the Basic Rent herein specified shall be net to Corporation in each year during the term of this Agreement, that all costs, expenses and obligations of every kind (except as otherwise specifically provided in this Agreement) which may arise or become due with respect to 4817-8397-5427.2 Lease Purchase 08 IMIT Li I(yes,describe under SPECIAL PROVISIONS below `-`i •F. OTHER - DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS RE: RFP , City of Omaha is Additional Insured with respects to General Liability coverage as required by written contract. CERTIFICATE HOLDER CANCELLATION Cityof Omaha SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION _ Omaha-Douglas Civic Center DATE THEREOF,THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, 1819 Fa r n am street, LC 1 BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY r7 Omaha NE 68183-0001 USA OF ANY KIND UPON THE INSURER,ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE JZ ✓l-id 'n t.r,,a 0 W„,,y, . . ACORD 25(2009/01) ©1988-2009 ACORD CORPORATION.All rights reserved® The ACORD name and logo are registered marks of ACORD the Project during the term of this Agreement shall be paid by City and that Corporation shall be indemnified by City against all such costs, expenses and obligations. Such Basic Rent shall be sufficient to pay, when due, the principal of and interest on the Bonds (as hereinafter defined). In addition to Basic Rent, City agrees to pay as Additional Rent the items set forth below under(b). If any Basic or Additional Rent(collectively, the "Rental Payments") is not paid when due, such rent shall draw interest at the rate of 10% per annum from the due date until paid. Such Rental Payments shall be and constitute those increases to the Basic Rent and Additional Rent as payable by City under the Original Agreement required by Section 2.09 of the Original Indenture as a precondition to the issuance of Bonds of Other Series within the meaning of the Original Indenture. (b) Additional Rent. City acknowledges: (i) that under present law, no part of the Project will be subject to taxation by the State of Nebraska or any political or taxing subdivision thereof; that Corporation has relied on this factor, among others, in making this Agreement but that, if the Project should be subject to taxation, City shall pay such taxes so that the Basic Rent will be net to Corporation; (ii) that to pay the costs of the Project, as provided in Section 13 hereof, Corporation will issue its Lease Revenue Bonds Series 2008A (the "Bonds") in the aggregate principal amount of $ , payable from the Basic Rent; that First National Bank of Omaha, as trustee ("Trustee"), will serve under the Indenture of Trust dated as of December 1, 2008 between Trustee and Corporation (the "Indenture") under which the Bonds shall be issued; and that there will be fees and expenses due to Trustee which shall be payable by City; and (iii) that there will be utility, operation, maintenance and other charges incurred in the use of the Project which shall be paid by City. Accordingly, City agrees to pay, as Additional Rent,the following: (A) all taxes and assessments, general and special, levied or assessed with respect to the Project, or any part thereof, during the term hereof, including any taxes due on the commencement of the term hereof, and all water and sewer charges, assessments and other governmental charges and impositions whatsoever, foreseen and unforeseen, and all other utility, operation and maintenance charges incurred in the operation, maintenance and use of the Project, with Corporation promptly forwarding to City any notice, bill or other advice received by Corporation regarding any such taxes, assessments or charges (provided that any failure by Corporation so to forward any such notice, bill or other advice shall not release City from its obligation to pay hereunder); (B) the fees and expenses of Trustee under the Indenture governing the issuance of the Bonds, with City paying such fees and expenses as statements are rendered by Trustee to City; and 4817-8397-5427.2 Lease Purchase 08 2 every kind (except as otherwise specifically provided in this Agreement) which may arise or become due with respect to 4817-8397-5427.2 Lease Purchase 08 IMIT Li I(yes,describe under SPECIAL PROVISIONS below `-`i •F. OTHER - DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS RE: RFP , City of Omaha is Additional Insured with respects to General Liability coverage as required by written contract. CERTIFICATE HOLDER CANCELLATION Cityof Omaha SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION _ Omaha-Douglas Civic Center DATE THEREOF,THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, 1819 Fa r n am street, LC 1 BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY r7 Omaha NE 68183-0001 USA OF ANY KIND UPON THE INSURER,ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE JZ ✓l-id 'n t.r,,a 0 W„,,y, . . ACORD 25(2009/01) ©1988-2009 ACORD CORPORATION.All rights reserved® The ACORD name and logo are registered marks of ACORD (C) the expenses in connection with any audit or examination of Corporation's records requested by City. (c) Unconditional Obligation. The obligations of City under this Agreement are general obligations of City payable from City's General Fund each year of the term of this Agreement on the same basis as operating expenses and other contractual obligations of City. This Agreement is an unconditional obligation of City and is not subject to annual renewal. (d) No Default. City is not in default under the Original Agreement. Section 3. Place of Payment and Assignment of Rentals. All Basic Rent shall be paid directly to Trustee for the benefit of the owner or owners of the Bonds issued by Corporation. Trustee is the assignee of all of Corporation's rights to collect Basic Rent due hereunder, and, as such assignee, Trustee may enforce Corporation's rights hereunder to collect and receive Basic Rent. City shall have the right at its option, exercisable at any time, to prepay all or a portion of the Basic Rent without prepayment penalty or premium and thereby to terminate this Agreement • with respect to one or more series of the Bonds at any time while not in default of this Agreement upon 30 days' prior written notice to Corporation and the payment by City to Corporation (or to Trustee while the Bonds is outstanding) of an amount sufficient to pay the principal of the then outstanding Bonds of such series, plus any redemption premium due on such Bonds on its first permitted redemption date, plus interest to accrue on such Bonds to such redemption date. In such event, City shall continue to pay Trustee's fees and the Additional Rent items as specified in Section 2(b)hereof until the Bonds are fully paid. Section 4. Repairs and Maintenance. Throughout the term of this Agreement, City shall, at its own expense (but insurance proceeds may be used), put and maintain the Project in good and safe condition and will make or cause to,be made all necessary repairs thereto, both interior and exterior, structural and nonstructural, mechanical and electrical, ordinary and extraordinary, however the necessity or desirability for repairs may occur, and whether or not necessitated by fire, flood or other casualty, wear, tear, obsolescence or defects, latent or otherwise, provided that compliance by City or OPL with the corresponding provisions of the Interlocal Agreement shall be deemed to be in satisfaction of this Section with respect to the Saddlebrook Library Project. When used in this Section, the term "repairs" shall include all necessary replacements, renewals, alterations and betterments. All repairs made by City shall be at least equal in quality and class to the original work. City shall also, at its own expense, put and maintain in good and safe order, and free from dirt, snow, ice, rubbish and other obstructions or encumbrances, the public sidewalks, gutters and curbs within and adjacent to the Saddlebrook Library Project. Section 5. Insurance,Damage or Destruction. (a) City shall obtain and keep in force during the term of this Agreement fire and extended coverage insurance with respect to the Project in an amount at least equal to the full insurable value of the Project, provided that compliance by City or OPL with the 4817-8397-5427.2 Lease Purchase 08 3 below `-`i •F. OTHER - DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS RE: RFP , City of Omaha is Additional Insured with respects to General Liability coverage as required by written contract. CERTIFICATE HOLDER CANCELLATION Cityof Omaha SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION _ Omaha-Douglas Civic Center DATE THEREOF,THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, 1819 Fa r n am street, LC 1 BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY r7 Omaha NE 68183-0001 USA OF ANY KIND UPON THE INSURER,ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE JZ ✓l-id 'n t.r,,a 0 W„,,y, . . ACORD 25(2009/01) ©1988-2009 ACORD CORPORATION.All rights reserved® The ACORD name and logo are registered marks of ACORD corresponding provisions of the Interlocal Agreement shall be deemed to be in satisfaction of this Section with respect to the Saddlebrook Library Project. The term "full insurable value," as used herein, shall mean the actual replacement value or, at the option of City, any lesser amount which is equal to or greater than the amount of the Bonds then outstanding. Such insurance shall name City, Corporation and Trustee as insureds as their interest may appear. So long as City is not in default hereunder, any loss shall be adjusted by and paid to City. City shall maintain possession of the policies or certificates evidencing such insurance. (b) Notwithstanding the foregoing, if City shall insure properties similar to the Project by self insurance, City may, at its option, insure the Project, in whole or in part, by means of an adequate self-insurance fund set aside and maintained out of its revenues. (c) No damage to or destruction of any part of the Project, whether by fire or any other casualty, shall entitle City to terminate this Agreement or to fail to comply with any of its provisions or in any way suspend, abate or reduce the Rental Payments then due or thereafter becoming due under the terms of this Agreement as set forth in Section 2 hereof, unless City shall elect not to replace or restore the Project and shall provide to Trustee funds sufficient to redeem a portion of the related series of the Bonds then outstanding in an amount equal to the ratio of the dollar amount of damage to or destruction of the Project to the principal amount of the Bonds of the affected series then outstanding in accordance with the Indenture. (d) City represents, warrants and covenants that it owns the real estate comprising the site of the Saddlebrook Library Project described at Appendix A hereto in fee simple,that such real estate is free from encumbrances and that City warrants and will defend title to such real estate against the lawful claims of all persons claiming the same or any part thereof through,by or under City. Section 6. Condemnation. If at any time during the term of this Agreement the whole or any part of the Project, including the leasehold interest of Corporation therein, shall be taken as a result of the exercise of the power of eminent domain or by private purchase in lieu thereof, such taking shall in no way affect the liability of City to pay the Rental Payments provided in Section 2 hereof and to perform all of the other obligations of City hereunder, and City shall, at its own expense, comply with all of the requirements in connection with such taking. Proceeds of any such condemnation shall be paid to Corporation and applied on the last unpaid Basic Rent installment for the Project, unless City shall elect to have all or a portion of the series of the Bonds relating to the affected Project redeemed in an amount equal to the ratio of the dollar amount of the condemnation award to the principal amount of such series of the Bonds then outstanding, as provided by the Indenture. Section 7. Indemnification of Corporation. City shall indemnify Corporation and any • of its officers, directors, agents or employees (collectively, the "Indemnified Parties") against all liabilities, penalties, damages and expenses which may be imposed upon, incurred by or asserted against the Indemnified Parties as a result of(a) City's performance of, or the failure of City to perform, any obligation to be performed by City hereunder; (b) any use or condition of the Project or any part thereof or, in the case of the real estate portion thereof, any public street, 4817-8397-5427.2 Lease Purchase 08 4 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION _ Omaha-Douglas Civic Center DATE THEREOF,THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, 1819 Fa r n am street, LC 1 BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY r7 Omaha NE 68183-0001 USA OF ANY KIND UPON THE INSURER,ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE JZ ✓l-id 'n t.r,,a 0 W„,,y, . . ACORD 25(2009/01) ©1988-2009 ACORD CORPORATION.All rights reserved® The ACORD name and logo are registered marks of ACORD alley, sidewalk, curb, passageway or space within or adjacent thereto; (c)any personal injury, including death resulting therefrom, or property damage occurring by operation or casualty of or on or about the Project or, in the case of the real estate portion thereof, any adjacent street, alley, sidewalk, curb, passageway or space; (d)the failure of City to comply with any requirement of any governmental authority; and (e) any construction lien or security agreement filed against the Project or any part thereof. Section 8. Corporation's Right of Inspection. Corporation, its agents and representatives shall have the right to access or enter upon the Project at any reasonable time for the purpose of inspection. Section 9. Alterations, Additions and Improvements. City shall have the right to make any alterations, additions or improvements to the Project, provided that any such alteration, addition or improvement shall not cause a diminution of the value of the Project. Any alterations, additions or improvements to the Project shall become a part of the Project and be covered by this Agreement. In no event shall Corporation be obligated or required to make any alterations, additions or improvements except as provided in Section 13 hereof. Section 10. Use of Premises and Equipment. The Project shall be used by City as public library facilities, public safety, public works and other such uses as City shall deem appropriate from time to time; provided, however, that any other use of the Project shall not impair City's use of the Project as public library facilities or public safety and public works facilities, as the case may be. Section 11. Subletting. City may sublet any piece or part of the Project for any public uses for a period not extending, in the case of the Saddlebrook Library Project described at Appendix A hereto, beyond November 15, 2028 and, in the case of the Project Equipment described at Appendix B hereto, beyond November 15, 2017; provided, however, that such subletting may not impair City's use of the Project. Such subletting shall not affect the obligation of City to pay the Rental Payments required under Section 2 of this Agreement. Section 12. No Right of Surrender. City shall have no right or privilege to surrender the Project to Corporation, and City's abandonment of the Project or City's failure or inability to use the Project for any reason at any time shall not relieve City of its obligation to pay the Rental Payments required under Section 2 of this Agreement. Section 13. Acquisition of the Project. Corporation agrees that it will acquire or acquire and construct, or cause the acquisition or acquisition and construction of, the Project, including the acquisition of the Project Equipment and, in the case of the Saddlebrook Library Project, the acquisition, construction, furnishing and equipping of such improvements and related fixtures, equipment and personal property as are necessary for the Saddlebrook Library Project to constitute public library facilities, in each case suitable for City's use. The acquisition of the Project Equipment and the acquisition, construction, furnishing and equipping of the Saddlebrook Library Project shall be made in accord with plans and specifications prepared by authorized City officials and, in the case of the Saddlebrook Library Project, as provided by the Interlocal Agreement, and, if otherwise, by such City officials, Project architects and engineers with such changes as may be made with the approval of City. Corporation shall have no 4817-8397-5427.2 Lease Purchase 08 5 or, in the case of the real estate portion thereof, any public street, 4817-8397-5427.2 Lease Purchase 08 4 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION _ Omaha-Douglas Civic Center DATE THEREOF,THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, 1819 Fa r n am street, LC 1 BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY r7 Omaha NE 68183-0001 USA OF ANY KIND UPON THE INSURER,ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE JZ ✓l-id 'n t.r,,a 0 W„,,y, . . ACORD 25(2009/01) ©1988-2009 ACORD CORPORATION.All rights reserved® The ACORD name and logo are registered marks of ACORD responsibility for the sufficiency of the Project or any part thereof Corporation is not a beneficiary of the Interlocal Agreement and shall not have any duty, obligation, liability or responsibility under the Interlocal Agreement to any of the parties thereto. Corporation agrees to contribute toward the cost of acquisition, construction, furnishing and equipping of the Project such proceeds of the sale of the Bonds as remain after the payment of expenses of issuing the Bonds. Promptly after execution of this Agreement, Corporation will deposit the net proceeds of the sale of the Bonds with Trustee to be disbursed in payment of costs of acquiring, constructing, furnishing and equipping the Project. A leasehold interest in and to the Project, including any and all equipment, buildings, improvements and other property, shall vest in Corporation as such property becomes a part of the Project, and Corporation shall continue to have such interest therein until City has satisfied all of its obligations to Corporation under this Agreement and the Project is conveyed to City. Upon the completion of the acquisition, construction, furnishing and equipping of the Project, City shall furnish to Corporation a complete description of all property, both real and personal, covered by this Agreement. City hereby confirms Corporation's ownership interest in such property, regardless of whether such property may be initially purchased by Corporation. Corporation shall have no responsibility to pay any costs of acquiring, constructing, furnishing and equipping the Project in excess of the net proceeds of the sale of the Bonds and other moneys provided by City to Corporation in respect of the Project. City agrees that no delay, failure or insufficiency, for any reason whatsoever (including, in particular, but without limitation, an insufficiency in the amount of Bonds proceeds to pay the cost of the Project, fee simple title to the real property described in Appendix A or unencumbered title to the equipment described in Appendix B not being vested in City, breach or termination for any cause of the Interlocal Agreement or any defect in or lien or encumbrance on City's title), in the acquisition, construction, furnishing, equipping or operation of the Project or any part thereof, shall entitle City to terminate this Agreement or operate in any way to suspend, abate or reduce the Rental Payments due or to become due under the terms of Section 2 of this Agreement. Corporation agrees that any and all amounts received by it from any contractor, supplier or other person (or any surety under any bond) by reason of breach of contract, failure of performance, refunds or other adjustments shall be applied toward the costs of the acquisition, construction, furnishing, equipping or repair of the Project. Corporation agrees to cooperate with City if City should request that Corporation issue its refunding, additional or completion bonds and apply the proceeds thereof to the redemption of the Bonds in whole or in part or to additions to or the completion of the Project, provided that City shall first agree to pay a sufficient additional amount of Rental Payments to provide for the timely payment of such refunding, additional or completion bonds and related costs and expenses. Section 14. Termination of Leasehold. Upon City's having paid all of the Rental Payments and moneys due Corporation hereunder with respect to each portion of the Project 4817-8397-5427.2 Lease Purchase 08 6 de with the approval of City. Corporation shall have no 4817-8397-5427.2 Lease Purchase 08 5 or, in the case of the real estate portion thereof, any public street, 4817-8397-5427.2 Lease Purchase 08 4 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION _ Omaha-Douglas Civic Center DATE THEREOF,THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, 1819 Fa r n am street, LC 1 BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY r7 Omaha NE 68183-0001 USA OF ANY KIND UPON THE INSURER,ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE JZ ✓l-id 'n t.r,,a 0 W„,,y, . . ACORD 25(2009/01) ©1988-2009 ACORD CORPORATION.All rights reserved® The ACORD name and logo are registered marks of ACORD described by Schedule I hereto and the termination of this Agreement with respect to such portion of the Project, Corporation's leasehold in such portion of the Project pursuant to the Lease shall terminate, and City shall have full and unencumbered title to such portion of the Project free and clear of such leasehold interest. Corporation further covenants and agrees that, after termination of this Agreement with respect to a portion of the Project, Corporation will donate to City any Bond proceeds or other moneys provided to Corporation by City in respect of such portion of the Project and remaining with Corporation after paying all of its debts and obligations in respect of such portion of the Project. Section 15. Default. In the event City defaults in the performance of any of its obligations under this Agreement and such default continues for a period of 30 days after written notice thereof has been given by Corporation to City and Trustee, Corporation may declare this Agreement terminated, and City shall thereupon surrender possession of the Project to Corporation or to Trustee pursuant to Section 9.03 of the Indenture; provided, however, no such termination or surrender shall operate to relieve City of its obligation to Corporation to pay the Rental Payments due hereunder pursuant to Section 2 hereof, including, but not limited to, the Basic Rent on the dates and in the amounts shown in Schedule I attached hereto. Such remedy shall not be an exclusive remedy. Section 16. Donations to City. City may receive and accept donations from any person, firm, corporation or governmental body to assist in the acquisition, construction, furnishing and equipping of the Project. Any such donations so received by City(where the use is not otherwise specified by the donor) shall be held in trust and used only to satisfy City's obligations under this Agreement and to pay costs of acquiring the Project. Section 17. Financing. City consents to and approves of the issuance by Corporation of the Bonds in the aggregate principal amount of $ , dated the original delivery date thereof, on the terms and conditions specified in the Indenture. City covenants and agrees for the benefit of Corporation and the holders of the Bonds that City shall comply with all necessary restrictions of the Internal Revenue Code of 1986, as amended, and the Regulations thereunder to preserve the exclusion of interest on the Bonds from gross income for purposes of federal income taxation. City has undertaken to provide ongoing disclosure for the benefit of Bondholders pursuant to Section(b)(5)(i) of Securities and Exchange Commission Rule 15c2-12 under the Securities Exchange Act of 1934, as amended (17 C.F.R., § 240.15c2-12), in that certain Letter Agreement to be dated the date of original delivery of the Bonds between City and Trustee. Section 18. Amendment of This Agreement. City and Corporation agree that, this Agreement being collateral for the Bonds, no amendment hereto shall be made without the consent of Trustee. Section 19. Refund of Sales Tax. Corporation acknowledges that any refund or rebate of sales or use taxes which it may receive will be attributable to the sales and use tax exemption of City, and, therefore, Corporation agrees to pay to City any refund or rebate of sales or use taxes attributable to the acquisition of the Project. Corporation agrees to take such action, but at 4817-8397-5427.2 Lease Purchase 08 7 6 de with the approval of City. Corporation shall have no 4817-8397-5427.2 Lease Purchase 08 5 or, in the case of the real estate portion thereof, any public street, 4817-8397-5427.2 Lease Purchase 08 4 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION _ Omaha-Douglas Civic Center DATE THEREOF,THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, 1819 Fa r n am street, LC 1 BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY r7 Omaha NE 68183-0001 USA OF ANY KIND UPON THE INSURER,ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE JZ ✓l-id 'n t.r,,a 0 W„,,y, . . ACORD 25(2009/01) ©1988-2009 ACORD CORPORATION.All rights reserved® The ACORD name and logo are registered marks of ACORD • City's expense, as City may request to obtain any such refund or rebate of sales or use taxes. City agrees that any refund or rebate of sales or use taxes which it receives, including amounts remitted by Corporation pursuant to this Section 19, will be used to pay costs of acquiring the Project. Section 20. Discrimination. The contractor shall not, in performance of this contract, discriminate or permit discrimination in violation of federal or state or local ordinances because of race, color, sex, age,political or religious opinions, affiliations or national origin. Section 21. Authority of Parties. Each of the parties to this Agreement represents that it has full power and authority to execute, perform and carry out the terms of this Agreement. Execution of this Agreement has been authorized and directed by appropriate resolutions of the Board of Directors of Corporation and an ordinance of the City Council of City. Section 22. Compliance With Laws. Corporation shall comply with all applicable laws, ordinances,rules and regulations in connection with the acquisition of the Project. Section 23. Notices. Any notices required or permitted under this Agreement shall be in writing and shall be sent by certified or registered mail,postage prepaid, return receipt requested, addressed to Corporation at City of Omaha Planning Department, 1819 Farnam Street, Suite 1100, Omaha, Nebraska 68183, Attention: Planning Director and to City at Suite 1000, 1819 Farnam Street, Omaha, Nebraska 68183, Attention: Finance Director, or to such other address as a party shall designate. Any notice shall be deemed to have been given at the time it is duly deposited in any United States Post Office. Section 24. Waiver. Any waiver at any time by a party to this Agreement of its rights with respect to a default under this Agreement or with respect to any other matter arising out of or in connection therewith shall not be deemed a waiver with respect to any subsequent default or matter. Section 25. No Merger. Neither this Agreement,the Lease nor any provisions hereof or thereof shall be construed to effect a merger of the leasehold interest of City to the Project sites and City's leasehold interest herein. Section 26. Benefit. This Agreement shall be binding upon and shall inure to the benefit of the parties and their successors or assigns. Section 27. Section Captions. The section captions contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 4817-8397-5427.2 Lease Purchase 08 8 Exchange Act of 1934, as amended (17 C.F.R., § 240.15c2-12), in that certain Letter Agreement to be dated the date of original delivery of the Bonds between City and Trustee. Section 18. Amendment of This Agreement. City and Corporation agree that, this Agreement being collateral for the Bonds, no amendment hereto shall be made without the consent of Trustee. Section 19. Refund of Sales Tax. Corporation acknowledges that any refund or rebate of sales or use taxes which it may receive will be attributable to the sales and use tax exemption of City, and, therefore, Corporation agrees to pay to City any refund or rebate of sales or use taxes attributable to the acquisition of the Project. Corporation agrees to take such action, but at 4817-8397-5427.2 Lease Purchase 08 7 6 de with the approval of City. Corporation shall have no 4817-8397-5427.2 Lease Purchase 08 5 or, in the case of the real estate portion thereof, any public street, 4817-8397-5427.2 Lease Purchase 08 4 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION _ Omaha-Douglas Civic Center DATE THEREOF,THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, 1819 Fa r n am street, LC 1 BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY r7 Omaha NE 68183-0001 USA OF ANY KIND UPON THE INSURER,ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE JZ ✓l-id 'n t.r,,a 0 W„,,y, . . ACORD 25(2009/01) ©1988-2009 ACORD CORPORATION.All rights reserved® The ACORD name and logo are registered marks of ACORD IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized officers as of the day and year first above written. [SEAL] CITY OF OMAHA PUBLIC FACILITIES CORPORATION ATTEST: By President Secretary/Treasurer • • [SEAL] CITY OF OMAHA,NEBRASKA ATTEST: By Mayor City Clerk APPROVED AS TO FORM: City Attorney 4817-8397-5427.2 Lease Purchase 08 9 �, � 'T ri t i'� uld have paid under this Part, then this Plan has the right to recover any excess from any other insurer, any other organization, or any person to or for whom such amounts were paid, including the Subscriber. 9836-S Rev. 1/01/2004 - 57 - STATE OF NEBRASKA ) ) ss. COUNTY OF DOUGLAS ) The foregoing instrument was acknowledged before me this day of December, 2008 by KAREN KLEIN, President, and DONNA WIMAN, Secretary/Treasurer, of CITY OF OMAHA PUBLIC FACILITIES CORPORATION, on behalf of Corporation. Notary Public (SEAL) STATE OF NEBRASKA ) ) ss. COUNTY OF DOUGLAS ) The foregoing instrument was acknowledged before me this day of December, 2008 by MIKE FAHEY, Mayor of the CITY OF OMAHA, NEBRASKA, and by BUSTER BROWN, City Clerk of the CITY OF OMAHA,NEBRASKA, on behalf of City. Notary Public (SEAL) 4817-8397-5427.2 Lease Purchase 08 10 er, any other organization, or any person to or for whom such amounts were paid, including the Subscriber. 9836-S Rev. 1/01/2004 - 57 - SCHEDULE I SCHEDULE OF BASIC RENT PAYABLE BY THE CITY OF OMAHA,NEBRASKA SERIES 2008A 4817-8397-5427.2 Lease Purchase 08 KAREN KLEIN, President, and DONNA WIMAN, Secretary/Treasurer, of CITY OF OMAHA PUBLIC FACILITIES CORPORATION, on behalf of Corporation. Notary Public (SEAL) STATE OF NEBRASKA ) ) ss. COUNTY OF DOUGLAS ) The foregoing instrument was acknowledged before me this day of December, 2008 by MIKE FAHEY, Mayor of the CITY OF OMAHA, NEBRASKA, and by BUSTER BROWN, City Clerk of the CITY OF OMAHA,NEBRASKA, on behalf of City. Notary Public (SEAL) 4817-8397-5427.2 Lease Purchase 08 10 er, any other organization, or any person to or for whom such amounts were paid, including the Subscriber. 9836-S Rev. 1/01/2004 - 57 - APPENDIX A LEASEHOLD PROPERTY DESCRIPTION Saddlebrook Library Project [Library Section of the multi-purpose building at 14850 Laurel Avenue, Suite 103N, Omaha, Nebraska, comprising the Saddlebrook Joint-Use Facility, as described in the Interlocal Agreement.] [Legal description to come.] • 4817-8397-5427.2 Lease Purchase 08 A-2 The foregoing instrument was acknowledged before me this day of December, 2008 by MIKE FAHEY, Mayor of the CITY OF OMAHA, NEBRASKA, and by BUSTER BROWN, City Clerk of the CITY OF OMAHA,NEBRASKA, on behalf of City. Notary Public (SEAL) 4817-8397-5427.2 Lease Purchase 08 10 er, any other organization, or any person to or for whom such amounts were paid, including the Subscriber. 9836-S Rev. 1/01/2004 - 57 - APPENDIX B LEASEHOLD PROPERTY DESCRIPTION Project Equipment 1. One Doppstadt US, LLC AK 530 High-Speed Grinder (s/n W0953032582D38052), including accessories as described by Invoice Number 13117, dated July 24, 2008, to City of Omaha. 2. Two Bell Helicopter Textron Inc. Model 206B Jetranger III helicopters (s/n 4649 and 4658), including accessories as described by Invoice Numbers T1034-1, dated March 13, 2008, and T1034, dated August 21, 2008, to City of Omaha. • 4817-8397-5427.2 Lease Purchase 08 BROWN, City Clerk of the CITY OF OMAHA,NEBRASKA, on behalf of City. Notary Public (SEAL) 4817-8397-5427.2 Lease Purchase 08 10 er, any other organization, or any person to or for whom such amounts were paid, including the Subscriber. 9836-S Rev. 1/01/2004 - 57 - • EXHIBIT B CITY OF OMAHA,NEBRASKA, as Lessor to CITY OF OMAHA PUBLIC FACILITIES CORPORATION, as Lessee SITE LEASE AGREEMENT Dated as of December 1, 2008 Return Copy to: Paul D. Kratz, Esq. • City of Omaha,Nebraska 1819 Farnam Street Omaha,NE 68183 4825-5835-2131.2 2 Lease Purchase 08 by Invoice Numbers T1034-1, dated March 13, 2008, and T1034, dated August 21, 2008, to City of Omaha. • 4817-8397-5427.2 Lease Purchase 08 BROWN, City Clerk of the CITY OF OMAHA,NEBRASKA, on behalf of City. Notary Public (SEAL) 4817-8397-5427.2 Lease Purchase 08 10 er, any other organization, or any person to or for whom such amounts were paid, including the Subscriber. 9836-S Rev. 1/01/2004 - 57 - SITE LEASE AGREEMENT THIS SITE LEASE AGREEMENT is made and entered into as of December 1, 2008 by and between the CITY OF OMAHA, NEBRASKA, a municipal corporation ("City"); as lessor, and CITY OF OMAHA PUBLIC FACILITIES CORPORATION, a Nebraska nonprofit corporation("Corporation"), as lessee. RECITALS: City, in consideration of the covenants of Corporation hereinafter set forth, does by these presents lease to Corporation the parcels of ground and buildings or improvements now situated thereupon (the "Leased Real Estate"), located within the zoning jurisdiction of the City of Omaha, Nebraska, more specifically described at Appendix A hereto. City represents, warrants and covenants that it owns such Real Estate described at Appendix A hereto in fee simple, that such Real Estate is free from encumbrances, except those easements, covenants and restrictions of record and except the Interlocal Agreement, as defined by the hereinafter-described Lease-Purchase Agreement, and that City warrants and will defend title to such Real Estate against the lawful claims of all persons claiming the same or any part thereof through, by or under City. TO HAVE AND TO HOLD the same unto Corporation from, on and after the date hereof to and including the earlier of(i)November 15, 2028, and (ii)the termination date of that certain Lease-Purchase Agreement dated as of December 1, 2008 by and between Corporation, as lessor, and City, as lessee, relating, among other things, to the public library facilities and related capital improvements respectively located on such parcels of ground, and City warrants to Corporation the peaceful and quiet enjoyment of the premises hereby subleased for and during the term hereof. Corporation, in consideration of the leasing, among other things, of the premises as above set forth, has agreed with City to pay City as rent for the use of the same the sum of Ten Dollars ($10.00) per year, which rent has been paid by Corporation for the entire term, the receipt and sufficiency of which are hereby acknowledged by City. Corporation further covenants with City that, at the expiration of the term of this Agreement, peaceable possession of said premises, together with any buildings or improvements now or hereafter situated thereupon during the lease term, shall be given to City. It is further covenanted and agreed between the parties hereto that the leased premises shall be used only in connection with the provision of public library facilities and related capital improvements, as the case may be, and functions incidental thereto. The covenants herein shall extend to and be binding upon the successors and assigns of the parties to this Agreement. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 4825-5835-2131.2 Lease Purchase 08 f the Bonds between City and Trustee. Section 18. Amendment of This Agreement. City and Corporation agree that, this Agreement being collateral for the Bonds, no amendment hereto shall be made without the consent of Trustee. Section 19. Refund of Sales Tax. Corporation acknowledges that any refund or rebate of sales or use taxes which it may receive will be attributable to the sales and use tax exemption of City, and, therefore, Corporation agrees to pay to City any refund or rebate of sales or use taxes attributable to the acquisition of the Project. Corporation agrees to take such action, but at 4817-8397-5427.2 Lease Purchase 08 7 6 de with the approval of City. Corporation shall have no 4817-8397-5427.2 Lease Purchase 08 5 or, in the case of the real estate portion thereof, any public street, 4817-8397-5427.2 Lease Purchase 08 4 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION _ Omaha-Douglas Civic Center DATE THEREOF,THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, 1819 Fa r n am street, LC 1 BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY r7 Omaha NE 68183-0001 USA OF ANY KIND UPON THE INSURER,ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE JZ ✓l-id 'n t.r,,a 0 W„,,y, . . ACORD 25(2009/01) ©1988-2009 ACORD CORPORATION.All rights reserved® The ACORD name and logo are registered marks of ACORD IN WITNESS WHEREOF, the parties hereto have caused this Site Lease Agreement to be executed by their duly authorized officers as of the day and year first written above. [SEAL] CITY OF OMAHA,NEBRASKA By ATTEST: Mayor By City Clerk [SEAL] CITY OF OMAHA PUBLIC FACILITIES CORPORATION By ATTEST: President By Secretary/Treasurer APPROVED AS TO FORM: By City Attorney • 4825-5835-2131.2 Lease Purchase 08 2 ase Purchase 08 BROWN, City Clerk of the CITY OF OMAHA,NEBRASKA, on behalf of City. Notary Public (SEAL) 4817-8397-5427.2 Lease Purchase 08 10 er, any other organization, or any person to or for whom such amounts were paid, including the Subscriber. 9836-S Rev. 1/01/2004 - 57 - STATE OF NEBRASKA ) ) ss. COUNTY OF DOUGLAS ) The foregoing instrument was acknowledged before me this day of December, 2008 by MIKE FAHEY, Mayor of the CITY OF OMAHA, NEBRASKA, and by BUSTER BROWN, City Clerk of the CITY OF OMAHA,NEBRASKA, on behalf of City. [SEAL] Notary Public • My commission expires: STATE OF NEBRASKA ) ) ss. COUNTY OF DOUGLAS ) The foregoing instrument was acknowledged before me this day of December, 2008 by KAREN KLEIN, President, and DONNA WIMAN, Secretary/Treasurer, of CITY OF OMAHA PUBLIC FACILITIES CORPORATION, on behalf of Corporation. [SEAL] Notary Public My commission expires: 4825-5835-2131.2 Lease Purchase 08 3 s were paid, including the Subscriber. 9836-S Rev. 1/01/2004 - 57 - • APPENDIX A PROPERTY DESCRIPTIONS Saddlebrook Library Project [Library Section of the multi-purpose building at 14850 Laurel Avenue, Suite 103N, Omaha, Nebraska, comprising the Saddlebrook Joint-Use Facility, as described in the Interlocal Agreement.] [Legal description to come.] 4825-5835-2131.2 Lease Purchase 08 STATE OF NEBRASKA ) ) ss. COUNTY OF DOUGLAS ) The foregoing instrument was acknowledged before me this day of December, 2008 by KAREN KLEIN, President, and DONNA WIMAN, Secretary/Treasurer, of CITY OF OMAHA PUBLIC FACILITIES CORPORATION, on behalf of Corporation. [SEAL] Notary Public My commission expires: 4825-5835-2131.2 Lease Purchase 08 3 s were paid, including the Subscriber. 9836-S Rev. 1/01/2004 - 57 - EXHIBIT C BILL OF SALE KNOW ALL MEN BY THESE PRESENTS that in the consideration of the execution and delivery of the Lease-Purchase Agreement dated December 1, 2008 (the "Lease-Purchase Agreement") by City of Omaha Public Facilities Corporation as Lessor(the "Lessor"), and other good and valuable consideration the receipt of which is hereby acknowledged, the City of Omaha, Nebraska (the "City"), does hereby sell and transfer to the Lessor, its successors and assigns all property now owned by the City and constituting the Project Equipment, namely: (1) one Doppstadt US, LLC AK 530 High-Speed Grinder (s/n W0953032582D38052) and related accessory equipment as invoiced July 24, 2008, and (2)two Bell Helicopter Textron Inc. Model 206B Jetranger III helicopters (s/n 4649 and 4658) and related accessory equipment as invoiced March 13, 2008 and August 21, 2008; and does hereby assign to the Lessor any and all rights and interests, other than its right and interest in the Lease-Purchase Agreement, that the City may have in the Project Equipment. IN WITNESS WHEREOF, the City of Omaha, Nebraska has caused this Bill of Sale to be executed in its name and the seal of said City to be affixed by its Mayor and City Clerk this day of , 2008. [SEAL] CITY OF OMAHA,NEBRASKA ATTEST: By Mayor City Clerk APPROVED AS TO FORM: City Attorney Kutak Rock-Firm Library-4838-3679-6160.1 8 e, relating, among other things, to the public library facilities and related capital improvements respectively located on such parcels of ground, and City warrants to Corporation the peaceful and quiet enjoyment of the premises hereby subleased for and during the term hereof. Corporation, in consideration of the leasing, among other things, of the premises as above set forth, has agreed with City to pay City as rent for the use of the same the sum of Ten Dollars ($10.00) per year, which rent has been paid by Corporation for the entire term, the receipt and sufficiency of which are hereby acknowledged by City. Corporation further covenants with City that, at the expiration of the term of this Agreement, peaceable possession of said premises, together with any buildings or improvements now or hereafter situated thereupon during the lease term, shall be given to City. It is further covenanted and agreed between the parties hereto that the leased premises shall be used only in connection with the provision of public library facilities and related capital improvements, as the case may be, and functions incidental thereto. The covenants herein shall extend to and be binding upon the successors and assigns of the parties to this Agreement. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 4825-5835-2131.2 Lease Purchase 08 f the Bonds between City and Trustee. Section 18. Amendment of This Agreement. City and Corporation agree that, this Agreement being collateral for the Bonds, no amendment hereto shall be made without the consent of Trustee. Section 19. Refund of Sales Tax. Corporation acknowledges that any refund or rebate of sales or use taxes which it may receive will be attributable to the sales and use tax exemption of City, and, therefore, Corporation agrees to pay to City any refund or rebate of sales or use taxes attributable to the acquisition of the Project. Corporation agrees to take such action, but at 4817-8397-5427.2 Lease Purchase 08 7 6 de with the approval of City. Corporation shall have no 4817-8397-5427.2 Lease Purchase 08 5 or, in the case of the real estate portion thereof, any public street, 4817-8397-5427.2 Lease Purchase 08 4 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION _ Omaha-Douglas Civic Center DATE THEREOF,THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, 1819 Fa r n am street, LC 1 BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY r7 Omaha NE 68183-0001 USA OF ANY KIND UPON THE INSURER,ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE JZ ✓l-id 'n t.r,,a 0 W„,,y, . . ACORD 25(2009/01) ©1988-2009 ACORD CORPORATION.All rights reserved® The ACORD name and logo are registered marks of ACORD EXHIBIT D INDENTURE OF TRUST between CITY OF OMAHA PUBLIC FACILITIES CORPORATION and FIRST NATIONAL BANK OF OMAHA, as Trustee Dated as of December 1, 2008 4835-1642-1123.1 Lease Purchase 08 n the Interlocal Agreement.] [Legal description to come.] 4825-5835-2131.2 Lease Purchase 08 STATE OF NEBRASKA ) ) ss. COUNTY OF DOUGLAS ) The foregoing instrument was acknowledged before me this day of December, 2008 by KAREN KLEIN, President, and DONNA WIMAN, Secretary/Treasurer, of CITY OF OMAHA PUBLIC FACILITIES CORPORATION, on behalf of Corporation. [SEAL] Notary Public My commission expires: 4825-5835-2131.2 Lease Purchase 08 3 s were paid, including the Subscriber. 9836-S Rev. 1/01/2004 - 57 - TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 2 ARTICLE II ISSUANCE AND EXECUTION OF BONDS Section 2.01. Issuance of Bonds 4 Section 2.02. Terms, Medium and Place of Payment 5 Section 2.03. Execution 5 Section 2.04. Form of Bonds 5 Section 2.05. Certificate of Authentication 5 Section 2.06. Authorization and Delivery 6 Section 2.07. Mutilated, Lost, Stolen or Destroyed Bonds 6 Section 2.08. Registration and Transfer of Bonds 6 Section 2.09. Additional Bonds 7 Section 2.10. Refunding Bonds 7 Section 2.11. Temporary Bonds 8 Section 2.12. Book-Entry-Only Bonds 8 ARTICLE III REDEMPTION OF BONDS BEFORE MATURITY Section 3.01. Bonds Redeemable 10 Section 3.02. Optional Redemption 10 Section 3.03. Sinking Fund Redemption 10 Section 3.04. Extraordinary Optional Redemption 11 Section 3.05. Notice of Redemption 11 Section 3.06. Cancellation of Bonds 12 ARTICLE IV GENERAL COVENANTS Section 4.01. Payment of Bonds 12 Section 4.02. Books and Records; Annual Accounting 12 Section 4.03. Trustee Enforcement of Agreement 12 Section 4.04. Bonds and Other Series; Parity Bonds 12 Section 4.05. Corporate Existence 13 Section 4.06. Arbitrage and Tax Covenants 13 4835-1642-1123.1 Lease Purchase 08 uring the term hereof. Corporation, in consideration of the leasing, among other things, of the premises as above set forth, has agreed with City to pay City as rent for the use of the same the sum of Ten Dollars ($10.00) per year, which rent has been paid by Corporation for the entire term, the receipt and sufficiency of which are hereby acknowledged by City. Corporation further covenants with City that, at the expiration of the term of this Agreement, peaceable possession of said premises, together with any buildings or improvements now or hereafter situated thereupon during the lease term, shall be given to City. It is further covenanted and agreed between the parties hereto that the leased premises shall be used only in connection with the provision of public library facilities and related capital improvements, as the case may be, and functions incidental thereto. The covenants herein shall extend to and be binding upon the successors and assigns of the parties to this Agreement. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 4825-5835-2131.2 Lease Purchase 08 f the Bonds between City and Trustee. Section 18. Amendment of This Agreement. City and Corporation agree that, this Agreement being collateral for the Bonds, no amendment hereto shall be made without the consent of Trustee. Section 19. Refund of Sales Tax. Corporation acknowledges that any refund or rebate of sales or use taxes which it may receive will be attributable to the sales and use tax exemption of City, and, therefore, Corporation agrees to pay to City any refund or rebate of sales or use taxes attributable to the acquisition of the Project. Corporation agrees to take such action, but at 4817-8397-5427.2 Lease Purchase 08 7 6 de with the approval of City. Corporation shall have no 4817-8397-5427.2 Lease Purchase 08 5 or, in the case of the real estate portion thereof, any public street, 4817-8397-5427.2 Lease Purchase 08 4 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION _ Omaha-Douglas Civic Center DATE THEREOF,THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, 1819 Fa r n am street, LC 1 BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY r7 Omaha NE 68183-0001 USA OF ANY KIND UPON THE INSURER,ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE JZ ✓l-id 'n t.r,,a 0 W„,,y, . . ACORD 25(2009/01) ©1988-2009 ACORD CORPORATION.All rights reserved® The ACORD name and logo are registered marks of ACORD ARTICLE V BOND FUND Section 5.01. Bonds Secured by Basic Rent Payments 14 Section 5.02. Creation of Bond Fund 14 Section 5.03. Deposits to Bond Fund 14 Section 5.04. Use of Moneys in Bond Fund 14 Section 5.05. Custody of Bond Fund; Withdrawals 14 Section 5.06. Unclaimed Moneys 14 Section 5.07. Additional Rent 15 ARTICLE VI ACQUISITION FUND Section 6.01. Creation of Acquisition Fund 15 Section 6.02. Use of Moneys in Acquisition Fund 15 Section 6.03. Requisitions 15 ARTICLE VII INVESTMENTS 15 ARTICLE VIII DISCHARGE OF LIEN AND DEFEASANCE 16 ARTICLE IX • DEFAULT PROVISIONS AND REMEDIES OF TRUSTEE AND BONDHOLDERS Section 9.01. Events of Default 18 Section 9.02. Acceleration 18 Section 9.03. Other Remedies 18 Section 9.04. Limitation on Bondholders' Right To Institute Proceedings 19 Section 9.05. Possession of Bonds Not Required for Enforcement 19 Section 9.06. Waiver 19 Section 9.07. Application of Moneys 19 Section 9.08. Restoration to Former Position 21 Section 9.09. Bondholders' Right To Direct Proceedings 21 ARTICLE X THE TRUSTEE Section 10.01. Acceptance of Trusts 21 Section 10.02. Limitations on Liability 22 4835-1642-1123.1 Lease Purchase 08 11 4835-1642-1123.1 Lease Purchase 08 uring the term hereof. Corporation, in consideration of the leasing, among other things, of the premises as above set forth, has agreed with City to pay City as rent for the use of the same the sum of Ten Dollars ($10.00) per year, which rent has been paid by Corporation for the entire term, the receipt and sufficiency of which are hereby acknowledged by City. Corporation further covenants with City that, at the expiration of the term of this Agreement, peaceable possession of said premises, together with any buildings or improvements now or hereafter situated thereupon during the lease term, shall be given to City. It is further covenanted and agreed between the parties hereto that the leased premises shall be used only in connection with the provision of public library facilities and related capital improvements, as the case may be, and functions incidental thereto. The covenants herein shall extend to and be binding upon the successors and assigns of the parties to this Agreement. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 4825-5835-2131.2 Lease Purchase 08 f the Bonds between City and Trustee. Section 18. Amendment of This Agreement. City and Corporation agree that, this Agreement being collateral for the Bonds, no amendment hereto shall be made without the consent of Trustee. Section 19. Refund of Sales Tax. Corporation acknowledges that any refund or rebate of sales or use taxes which it may receive will be attributable to the sales and use tax exemption of City, and, therefore, Corporation agrees to pay to City any refund or rebate of sales or use taxes attributable to the acquisition of the Project. Corporation agrees to take such action, but at 4817-8397-5427.2 Lease Purchase 08 7 6 de with the approval of City. Corporation shall have no 4817-8397-5427.2 Lease Purchase 08 5 or, in the case of the real estate portion thereof, any public street, 4817-8397-5427.2 Lease Purchase 08 4 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION _ Omaha-Douglas Civic Center DATE THEREOF,THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, 1819 Fa r n am street, LC 1 BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY r7 Omaha NE 68183-0001 USA OF ANY KIND UPON THE INSURER,ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE JZ ✓l-id 'n t.r,,a 0 W„,,y, . . ACORD 25(2009/01) ©1988-2009 ACORD CORPORATION.All rights reserved® The ACORD name and logo are registered marks of ACORD Section 10.03. Dealings in Bonds 22 Section 10.04. Compensation 22 ARTICLE XI AMENDMENT OF INDENTURE Section 11.01. Supplemental Indentures Not Requiring Consent of Bondholders 22 Section 11.02. Supplemental Indentures Requiring Consent of Bondholders 22 Section 11.03. Consent of Trustee Required 23 ARTICLE XII AMENDMENT OF THE LEASE AGREEMENT Section 12.01. Amendment of Agreement Not Requiring Consent of Bondholders 23 Section 12.02. Amendment of Agreement Requiring Consent of Bondholders 24 Section 12.03. Consent of Trustee Required 24 ARTICLE XIII MISCELLANEOUS Section 13.01. Execution of Instruments; Proof of Ownership 24 Section 13.02. Counterparts 25 Section 13.03. No Personal Liability of Corporation Officials; Limited Liability of Corporation to Bondholders 25 Section 13.04. Severability 25 EXHIBIT A FORM OF BOND EXHIBIT B FORM OF REQUISITION 4835-1642-1123.1 Lease Purchase 08 111 .05. Possession of Bonds Not Required for Enforcement 19 Section 9.06. Waiver 19 Section 9.07. Application of Moneys 19 Section 9.08. Restoration to Former Position 21 Section 9.09. Bondholders' Right To Direct Proceedings 21 ARTICLE X THE TRUSTEE Section 10.01. Acceptance of Trusts 21 Section 10.02. Limitations on Liability 22 4835-1642-1123.1 Lease Purchase 08 11 4835-1642-1123.1 Lease Purchase 08 uring the term hereof. Corporation, in consideration of the leasing, among other things, of the premises as above set forth, has agreed with City to pay City as rent for the use of the same the sum of Ten Dollars ($10.00) per year, which rent has been paid by Corporation for the entire term, the receipt and sufficiency of which are hereby acknowledged by City. Corporation further covenants with City that, at the expiration of the term of this Agreement, peaceable possession of said premises, together with any buildings or improvements now or hereafter situated thereupon during the lease term, shall be given to City. It is further covenanted and agreed between the parties hereto that the leased premises shall be used only in connection with the provision of public library facilities and related capital improvements, as the case may be, and functions incidental thereto. The covenants herein shall extend to and be binding upon the successors and assigns of the parties to this Agreement. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 4825-5835-2131.2 Lease Purchase 08 f the Bonds between City and Trustee. Section 18. Amendment of This Agreement. City and Corporation agree that, this Agreement being collateral for the Bonds, no amendment hereto shall be made without the consent of Trustee. Section 19. Refund of Sales Tax. Corporation acknowledges that any refund or rebate of sales or use taxes which it may receive will be attributable to the sales and use tax exemption of City, and, therefore, Corporation agrees to pay to City any refund or rebate of sales or use taxes attributable to the acquisition of the Project. Corporation agrees to take such action, but at 4817-8397-5427.2 Lease Purchase 08 7 6 de with the approval of City. Corporation shall have no 4817-8397-5427.2 Lease Purchase 08 5 or, in the case of the real estate portion thereof, any public street, 4817-8397-5427.2 Lease Purchase 08 4 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION _ Omaha-Douglas Civic Center DATE THEREOF,THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, 1819 Fa r n am street, LC 1 BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY r7 Omaha NE 68183-0001 USA OF ANY KIND UPON THE INSURER,ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE JZ ✓l-id 'n t.r,,a 0 W„,,y, . . ACORD 25(2009/01) ©1988-2009 ACORD CORPORATION.All rights reserved® The ACORD name and logo are registered marks of ACORD INDENTURE OF TRUST THIS INDENTURE OF TRUST is made and entered into as of the 1st day of December, 2008 by and between CITY OF OMAHA PUBLIC FACILITIES CORPORATION, a Nebraska nonprofit corporation("Corporation"), and FIRST NATIONAL BANK OF OMAHA, a national banking association organized under the laws of the United States of America,with a corporate trust office in the City of Omaha,Nebraska, as trustee ("Trustee"), and is a supplemental indenture within the meaning of Section 2.09 of the Indenture of Trust between Corporation and Trustee dated as of December 1, 2006 (the "Original Indenture"). RECITALS: WHEREAS, Corporation, as lessor, has entered into a Lease-Purchase Agreement dated as of December 1, 2008 (the "Agreement") with the City of Omaha,Nebraska("City"), as lessee, under which Corporation has leased to City certain real and personal property and equipment situated in Omaha,Nebraska, the realty being described at Appendix A and the equipment being described at Appendix B to the Agreement, which equipment and realty, together with the improvements, fixtures, equipment and such personal property as may be situated thereon, are herein referred to collectively as the"Project"; and WHEREAS, in order to obtain the principal portion of the funds for the acquisition, construction, furnishing and equipping of the Project, it is necessary for Corporation to issue its lease revenue bonds in the aggregate principal amount of Dollars and No Cents ($ ) (collectively, the "Bonds"); the Bonds are secured by a pledge of the Basic Rent (as hereinafter defined) to become due under the Agreement, and Trustee has agreed to act as Trustee under this Indenture of Trust (this "Indenture") for the benefit of the owner or owners of the Bonds issued as hereinafter provided; NOW, THEREFORE,KNOW ALL MEN BY THESE PRESENTS: WITNES SETH: Corporation, in consideration of the premises, the acceptance by Trustee of the tfusts hereby created, the purchase and acceptance of the Bonds by the original purchasers thereof, receipt of the sum of $10 lawful money of'the United States of America to it duly paid by Trustee at or before the execution and delivery of these presents, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, in order to secure the payment of the principal of and interest on the Bonds issued as herein provided according to their tenor and effect, and the performance and observance by Corporation of all the covenants expressed or implied herein and in the Bonds, does hereby grant, bargain, sell, convey and pledge unto Trustee, and its successors in trust, and to them and their assigns forever, for the securing of the performance of the obligations of Corporation hereinafter set forth,the following: 1. All revenues and income derived by Corporation from the Project, including, without limitation, all Rental Payments received by Corporation from City under the Agreement, 4835-1642-1123.1 Lease Purchase 08 se taxes which it may receive will be attributable to the sales and use tax exemption of City, and, therefore, Corporation agrees to pay to City any refund or rebate of sales or use taxes attributable to the acquisition of the Project. Corporation agrees to take such action, but at 4817-8397-5427.2 Lease Purchase 08 7 6 de with the approval of City. Corporation shall have no 4817-8397-5427.2 Lease Purchase 08 5 or, in the case of the real estate portion thereof, any public street, 4817-8397-5427.2 Lease Purchase 08 4 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION _ Omaha-Douglas Civic Center DATE THEREOF,THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, 1819 Fa r n am street, LC 1 BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY r7 Omaha NE 68183-0001 USA OF ANY KIND UPON THE INSURER,ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE JZ ✓l-id 'n t.r,,a 0 W„,,y, . . ACORD 25(2009/01) ©1988-2009 ACORD CORPORATION.All rights reserved® The ACORD name and logo are registered marks of ACORD such payments to be made by City directly to Trustee and deposited by Trustee in an account of Corporation designated"Bond Fund." 2. Any and all other property of every name and nature from time to time hereafter by delivery or by writing of any kind conveyed, mortgaged, pledged, assigned or transferred, as and for additional security hereunder (which additional security shall not include the amounts, if any, on deposit in the Rebate Fund)by Corporation or by anyone in its behalf(or with its written consent) to Trustee, which is hereby authorized to receive any and all such property at any time and to hold and apply the same, subject to the terms hereof. TO HAVE AND TO HOLD all the same with all privileges and appurtenances hereby conveyed and assigned, or agreed or intended so to be, to Trustee and its respective successors in trust and to them and their assigns forever: IN TRUST, NEVERTHELESS, upon the terms and trusts herein set forth for the equal and proportionate benefit, security and protection of all owners of Bonds issued under and secured by this Indenture, without privilege, priority or distinction as to the lien or otherwise of any of the Bonds or interest thereon over any of the other said Bonds or interest thereon. PROVIDED, HOWEVER, that if Corporation, its successors or assigns shall well and truly pay, or cause to be paid, the principal of and interest on the Bonds due or to become due thereon, at the times and in the manner mentioned in the Bonds, according to the true intent and meaning thereof, and shall make the payments to the Bond Fund as required under Article V hereof, or shall provide as permitted hereby, for the payment thereof by depositing with Trustee the entire amount due or to become due thereon, and shall well and truly keep, perform and observe all the covenants and conditions pursuant to the terms of this Indenture to be kept, performed and observed by it, and shall pay or cause to be paid to Trustee all sums of money due or to become due to it in accordance with the terms and provisions hereof, then upon such final payments this Indenture and the rights hereby granted shall cease, determine and be void, otherwise this Indenture to be and remain in full force and effect. THIS TRUST INDENTURE FURTHER WITNESSETH: that all Bonds issued and secured hereunder or to be issued, authenticated and delivered, and all the revenues, income and other property hereby pledged, including the Rental Payments due under the Agreement, are to be dealt with and disposed of under, upon and subject to the terms, conditions, trusts, uses and purposes hereinafter expressed, and Corporation has agreed and covenanted and does hereby agree and covenant with Trustee and with the respective owners, from time to time, of the Bonds, as follows. ARTICLE I DEFINITIONS In addition to the words and terms elsewhere defined in this Indenture, the following words and terms as used in this Indenture shall have the following meanings, unless the context or use indicates another or different meaning or intent. 4835-1642-1123.1 Lease Purchase 08 2 2-1123.1 Lease Purchase 08 se taxes which it may receive will be attributable to the sales and use tax exemption of City, and, therefore, Corporation agrees to pay to City any refund or rebate of sales or use taxes attributable to the acquisition of the Project. Corporation agrees to take such action, but at 4817-8397-5427.2 Lease Purchase 08 7 6 de with the approval of City. Corporation shall have no 4817-8397-5427.2 Lease Purchase 08 5 or, in the case of the real estate portion thereof, any public street, 4817-8397-5427.2 Lease Purchase 08 4 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION _ Omaha-Douglas Civic Center DATE THEREOF,THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, 1819 Fa r n am street, LC 1 BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY r7 Omaha NE 68183-0001 USA OF ANY KIND UPON THE INSURER,ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE JZ ✓l-id 'n t.r,,a 0 W„,,y, . . ACORD 25(2009/01) ©1988-2009 ACORD CORPORATION.All rights reserved® The ACORD name and logo are registered marks of ACORD "Acquisition Fund" means the Fund created by Article VI of this Indenture, into which the net proceeds of the sale of the Bonds shall be deposited and out of which disbursements are to be made in the manner and for the purposes specified in Article VI of this Indenture. "Additional Rent" means the amounts City is required by the Agreement to pay with respect to the Project, in addition to the Basic Rent. "Agreement"means the Lease-Purchase Agreement dated as of December 1, 2008 by and between Corporation, as lessor and sublessor, and City, as lessee and sublessee, together with any amendments thereto, which Agreement is an amendment to the Original Agreement within the meaning of Section 2.09 of the Original Indenture. "Basic Rent" means the amounts City is required by the Agreement to pay to Corporation as rent for the Project. "Bond Fund" means the Fund created by Article V of this Indenture into which the funds specified in Article V are to be deposited. "Bondholder(s)"means the owner of any Bonds. "Bonds" means the $ aggregate principal amount of the Corporation's Lease Revenue Bonds (Omaha Library and Equipment Project) Series 2008A, which Bonds are "Bonds of Other Series"within the meaning of the Original Indenture. "Bonds of Other Series"means bonds issued hereunder other than the Bonds. "Bond Year" means the period of time beginning on December 1 of each year and ending on the November 30 of each year(or the maturity date of the Bonds,whichever is earlier). "Code" means the Internal Revenue Code of 1986, as amended, including the United States Treasury Regulations proposed or in effect with respect thereto and applicable to the Bonds or the use of the proceeds thereof. "Corporation" means City of Omaha Public Facilities Corporation, a Nebraska nonprofit. corporation. "Indenture"means this Indenture of Trust,together with any supplements hereto. "Lease" means the Site Lease Agreement dated as of December 1, 2008 by and between the City, as lessor, and the Corporation, as lessee,together with any amendments thereto. "Original Agreement" means the Lease-Purchase Agreement by and between Corporation and City, dated as of December 1, 2006, as supplemented by the Lease-Purchase Agreement by and between Corporation and City, dated as of November 1, 2007. "Original Indenture" means the Indenture of Trust by and between Corporation and Trustee dated as of December 1, 2006, as supplemented by the Indenture of Trust by and between Corporation and Trustee dated as of November 1, 2007. 4835-1642-1123.1 Lease Purchase 08 3 ation has agreed and covenanted and does hereby agree and covenant with Trustee and with the respective owners, from time to time, of the Bonds, as follows. ARTICLE I DEFINITIONS In addition to the words and terms elsewhere defined in this Indenture, the following words and terms as used in this Indenture shall have the following meanings, unless the context or use indicates another or different meaning or intent. 4835-1642-1123.1 Lease Purchase 08 2 2-1123.1 Lease Purchase 08 se taxes which it may receive will be attributable to the sales and use tax exemption of City, and, therefore, Corporation agrees to pay to City any refund or rebate of sales or use taxes attributable to the acquisition of the Project. Corporation agrees to take such action, but at 4817-8397-5427.2 Lease Purchase 08 7 6 de with the approval of City. Corporation shall have no 4817-8397-5427.2 Lease Purchase 08 5 or, in the case of the real estate portion thereof, any public street, 4817-8397-5427.2 Lease Purchase 08 4 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION _ Omaha-Douglas Civic Center DATE THEREOF,THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, 1819 Fa r n am street, LC 1 BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY r7 Omaha NE 68183-0001 USA OF ANY KIND UPON THE INSURER,ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE JZ ✓l-id 'n t.r,,a 0 W„,,y, . . ACORD 25(2009/01) ©1988-2009 ACORD CORPORATION.All rights reserved® The ACORD name and logo are registered marks of ACORD "Outstanding" or "Bonds outstanding hereunder" means all Bonds which have been authenticated, issued and delivered under this Indenture except: (a) bonds cancelled because of payment; (b) bonds for the payment or redemption of which cash funds or United States Government Obligations as provided in Article VIII shall have been theretofore deposited with Trustee, whether upon or prior to the maturity or redemption date of any of said Bonds; and (c) bonds in lieu of which others have been authenticated as provided under Article II hereof. "Parity Bonds" means, collectively, each issue of bonds heretofore issued under the Original Indenture. "Person" includes natural persons, firms, associations, corporations and public bodies. "Project" means the real and personal property described on the first page hereof and Appendices A and B to the Agreement and the Lease and all property now or hereafter acquired, constructed or placed thereon. "Record Date"means June 1 and December 1 of each year. "Rental Payments"means, collectively,the Basic Rent and the Additional Rent. "Trustee" or "Paying Agent" means First National Bank of Omaha, and its corporate successor or successors in trust under this Indenture. "United States Government Obligations" means direct general obligations of, or obligations the payment of the principal and interest of which are unconditionally guaranteed by, the United States of America, which are not subject to prior redemption except at prices which will produce the amount of cash required for the purpose for which the obligations are held. ARTICLE II ISSUANCE AND EXECUTION OF BONDS Section 2.01. Issuance of Bonds. The Bonds in the aggregate principal amount of Dollars and No Cents ($ ) shall be issued by Corporation as soon as practicable on or following the date of execution of this Indenture, and the proceeds thereof, net of accrued interest, if any, shall be delivered to Trustee to be deposited by Trustee in the Acquisition Fund as provided by Section 6.01. The Bonds shall not be a debt of City or a pledge of its faith and credit but, together with interest thereon, shall be payable solely out of the Rental Payments paid by City to Corporation under the Agreement. . 4835-1642-1123.1 Lease Purchase 08 4 ust by and between Corporation and Trustee dated as of December 1, 2006, as supplemented by the Indenture of Trust by and between Corporation and Trustee dated as of November 1, 2007. 4835-1642-1123.1 Lease Purchase 08 3 ation has agreed and covenanted and does hereby agree and covenant with Trustee and with the respective owners, from time to time, of the Bonds, as follows. ARTICLE I DEFINITIONS In addition to the words and terms elsewhere defined in this Indenture, the following words and terms as used in this Indenture shall have the following meanings, unless the context or use indicates another or different meaning or intent. 4835-1642-1123.1 Lease Purchase 08 2 2-1123.1 Lease Purchase 08 se taxes which it may receive will be attributable to the sales and use tax exemption of City, and, therefore, Corporation agrees to pay to City any refund or rebate of sales or use taxes attributable to the acquisition of the Project. Corporation agrees to take such action, but at 4817-8397-5427.2 Lease Purchase 08 7 6 de with the approval of City. Corporation shall have no 4817-8397-5427.2 Lease Purchase 08 5 or, in the case of the real estate portion thereof, any public street, 4817-8397-5427.2 Lease Purchase 08 4 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION _ Omaha-Douglas Civic Center DATE THEREOF,THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, 1819 Fa r n am street, LC 1 BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY r7 Omaha NE 68183-0001 USA OF ANY KIND UPON THE INSURER,ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE JZ ✓l-id 'n t.r,,a 0 W„,,y, . . ACORD 25(2009/01) ©1988-2009 ACORD CORPORATION.All rights reserved® The ACORD name and logo are registered marks of ACORD Section 2.02. Terms, Medium and Place of Payment. The Bonds shall be issued in two series as fully registered bonds, without coupons, in the denomination of $5,000 or any integral multiple thereof. The Bonds of each series shall be designated "RA," as the case may be, and shall be numbered in consecutive numerical order from one upwards in chronological order, as issued, or shall be numbered in any other manner as the Finance Director of City shall determine. The Bonds shall be dated their date of delivery and shall become due and payable on December 1 of the years and shall bear interest at the rates per annum as shown below: Maturity Date Principal Interest Maturity Date Principal Interest (December 1) Amount Rate (December 1) Amount Rate $ % $ The Bonds shall bear interest from-their date of delivery and shall be payable semiannually on June 1 and December 1 of each year, starting June 1, 2009. The principal of the Bonds shall be payable in lawful money of the United States of America at the principal corporate trust office of Trustee in Omaha, Nebraska, or its successor. Payment of interest on the Bonds shall be made to the registered owners thereof and shall be paid (i)by check or draft mailed to each registered owner at its address as it appears on the registration books of Corporation on the Record Date or at such other address as is furnished to Trustee in writing by such registered owner or (ii) by wire transfer to the registered owners of $1,000,000 in aggregate principal amount of the Bonds of a series upon written notice by the registered owners given to Trustee not later than the close of business on the Record Date. Section 2.03. Execution. The Bonds shall be executed on behalf of Corporation by the President and Secretary of Corporation, each of whose signatures may be a facsimile of the signature, and the seal, or a facsimile thereof, of Corporation shall be placed on each Bond. In case any officer whose signature shall appear on the Bonds shall cease to be such officer before the delivery of such Bonds, such signature shall, nevertheless, be valid and sufficient for all purposes,the same as if such officer had remained in office until delivery. Section 2.04. Form of Bonds. The Bonds shall be in substantially the form set forth in Exhibit A hereto with such variations, omissions and insertions as are permitted or required by this Indenture and are deemed advisable by nationally recognized bond counsel to effectuate the purposes of this Indenture. Section 2.05. Certificate of Authentication. Only such Bonds as shall have endorsed thereon a Certificate of Authentication substantially in the form set forth in Exhibit A hereto, duly manually executed by Trustee, shall be entitled to any right or benefit under this Indenture. No Bonds shall be valid or obligatory for any purpose unless and until such Certificate of Authentication shall have been duly executed by Trustee, and such executed Certificate shall be conclusive evidence that such Bonds have been authenticated under this Indenture. 4835-1642-1123.1 Lease Purchase 08 5 ase Purchase 08 se taxes which it may receive will be attributable to the sales and use tax exemption of City, and, therefore, Corporation agrees to pay to City any refund or rebate of sales or use taxes attributable to the acquisition of the Project. Corporation agrees to take such action, but at 4817-8397-5427.2 Lease Purchase 08 7 6 de with the approval of City. Corporation shall have no 4817-8397-5427.2 Lease Purchase 08 5 or, in the case of the real estate portion thereof, any public street, 4817-8397-5427.2 Lease Purchase 08 4 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION _ Omaha-Douglas Civic Center DATE THEREOF,THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, 1819 Fa r n am street, LC 1 BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY r7 Omaha NE 68183-0001 USA OF ANY KIND UPON THE INSURER,ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE JZ ✓l-id 'n t.r,,a 0 W„,,y, . . ACORD 25(2009/01) ©1988-2009 ACORD CORPORATION.All rights reserved® The ACORD name and logo are registered marks of ACORD Section 2.06. Authorization and Delivery. Upon the execution and delivery of this Indenture, Corporation shall execute the Bonds and deliver same to Trustee, who shall authenticate the Bonds. The Bonds shall then be delivered to the original purchasers of the Bonds upon the payment of the aggregate purchase price thereof together with accrued interest, if any, to the date of payment and delivery of the Bonds. Section 2.07. Mutilated, Lost, Stolen or Destroyed Bonds. In case any Bond issued hereunder shall become mutilated, destroyed, stolen or lost, Corporation shall, if not then prohibited by law, cause to be executed, and Trustee may authenticate and deliver, new Bonds of like date, number, maturity, series and tenor in exchange and substitution therefor, and upon cancellation of such mutilated Bonds, or in lieu of and in substitution for such lost Bonds, upon the owner paying the reasonable expenses and charges of Corporation and Trustee in connection therewith, and, in case of Bonds destroyed or lost, the owner filing with Trustee evidence satisfactory to it that such Bonds was destroyed or lost, and furnishing Corporation and Trustee with indemnity satisfactory to them. Section 2.08. Registration and Transfer of Bonds. Corporation shall cause books for the registration and for the transfer of the Bonds as provided in this Indenture to be kept by Trustee. At reasonable times and under reasonable regulations established by the Corporation, such list may be inspected and copied by the owners (or a designated representative thereof) of 25% or more in aggregate principal amount of Bonds then Outstanding. Upon surrender for transfer of any Bond at the principal office of Trustee, Trustee shall deliver in the name of the transferee or transferees a new fully authenticated and registered Bond of$5,000 principal amount (or integral multiple thereof) of the same maturity and series for the aggregate principal amount which the Bondholder is entitled to receive. All Bonds presented for transfer, redemption or payment shall be accompanied by a written instrument or instruments of transfer or authorization for exchange, in form and with guaranty of signature as set forth in the form of Exhibit A hereto or as may be satisfactory to Corporation and Trustee, duly executed by the Bondholder or by his duly authorized attorney. Trustee also may require payment from the Bondholder of a sum sufficient to cover any tax, or other governmental fee or charge that may be imposed in relation thereto. Such taxes, fees and charges shall be paid before any such new Bond shall be delivered. Corporation and Trustee, on behalf of Corporation, shall not be required (a)to issue or • register the transfer of any Bond during a period beginning on the Record Date and ending at the close of business on the business day next preceding any principal payment date or(b)to transfer any Bond selected, called or being called for redemption in whole or in part. Bonds delivered upon any transfer as provided herein, or as provided in Section 2.07 hereof, shall evidence the same debt as the Bond surrendered, shall be secured by this Indenture and shall be entitled to all of the security and benefits hereof to the same extent as the Bond surrendered. Corporation and Trustee shall treat the Bondholder, as shown on the registration books kept by Trustee, as the person exclusively entitled to payment of principal, premium, if any, and 4835-1642-1123.1 Lease Purchase 08 6 of City. Corporation shall have no 4817-8397-5427.2 Lease Purchase 08 5 or, in the case of the real estate portion thereof, any public street, 4817-8397-5427.2 Lease Purchase 08 4 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION _ Omaha-Douglas Civic Center DATE THEREOF,THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, 1819 Fa r n am street, LC 1 BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY r7 Omaha NE 68183-0001 USA OF ANY KIND UPON THE INSURER,ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE JZ ✓l-id 'n t.r,,a 0 W„,,y, . . ACORD 25(2009/01) ©1988-2009 ACORD CORPORATION.All rights reserved® The ACORD name and logo are registered marks of ACORD interest and the exercise of all other rights and powers of the Bondholder, except that all interest payments will be made to the Bondholder as of the Record Date. Section 2.09. Additional Bonds. Additional series of bonds having status and rank equal to the Bonds and the Parity Bonds may be issued from time to time under the terms of the Original Indenture (including for the purposes of this Section 2.09 and Section 2.10 hereof, this Indenture), providing for such interest rates and other characteristics as shall be fixed and determined by Corporation and as set forth in a supplemental indenture, and provided there must be compliance with each of the following: (a) Corporation is not in default under the Original Indenture; (b) City is not in default under the Original Agreement (including for the purposes of this Section 2.09 and Section 2.10 hereof,the Agreement); (c) Corporation and City shall, prior to the issuance of such Bonds of Other Series, have entered into an amendment to the Original Agreement to increase the Basic Rent payable by City to provide sufficient additional funds at the times and in the amounts necessary to pay the principal of and interest on the outstanding Parity Bonds, the Bonds and the proposed Bonds of Other Series, including any principal due on the Bonds of Other Series due by mandatory redemption provisions and to provide that City will pay as Additional Rental the fees and expenses of Trustee with respect to the Bonds of Other Series; (d) each issue of Bonds of Other Series shall be designated by some name to indicate that such Bonds are of a different series than the Bonds and the Parity Bonds; and (e) the issuance of such Bonds of Other Series shall have been approved by City. Section 2.10. Refunding Bonds. Bonds to refund all or any of the Bonds outstanding hereunder may be issued at any time provided there is compliance with each of the following: (a) Corporation is not in default under the Original Indenture, or the default will be cured immediately after issuance of the refunding bonds; (b) City is not in default under the Original Agreement; (c) Basic Rent payable by City under the Original Agreement shall be sufficient to pay, when due, the principal of and interest on all Bonds and Parity Bonds to be outstanding, including the refunding bonds; (d) the issuance of the refunding bonds shall in no manner adversely affect the exclusion from gross income of the interest on the Bonds or Parity Bonds for federal income tax purposes; 4835-1642-1123.1 ' Lease Purchase 08 7 be required (a)to issue or • register the transfer of any Bond during a period beginning on the Record Date and ending at the close of business on the business day next preceding any principal payment date or(b)to transfer any Bond selected, called or being called for redemption in whole or in part. Bonds delivered upon any transfer as provided herein, or as provided in Section 2.07 hereof, shall evidence the same debt as the Bond surrendered, shall be secured by this Indenture and shall be entitled to all of the security and benefits hereof to the same extent as the Bond surrendered. Corporation and Trustee shall treat the Bondholder, as shown on the registration books kept by Trustee, as the person exclusively entitled to payment of principal, premium, if any, and 4835-1642-1123.1 Lease Purchase 08 6 of City. Corporation shall have no 4817-8397-5427.2 Lease Purchase 08 5 or, in the case of the real estate portion thereof, any public street, 4817-8397-5427.2 Lease Purchase 08 4 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION _ Omaha-Douglas Civic Center DATE THEREOF,THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, 1819 Fa r n am street, LC 1 BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY r7 Omaha NE 68183-0001 USA OF ANY KIND UPON THE INSURER,ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE JZ ✓l-id 'n t.r,,a 0 W„,,y, . . ACORD 25(2009/01) ©1988-2009 ACORD CORPORATION.All rights reserved® The ACORD name and logo are registered marks of ACORD (e) the proceeds of the refunding bonds shall be applied in such manner that the Bonds being refunded are no longer outstanding hereunder after issuance of the refunding bonds; and (f) the issuance of such refunding bonds shall have been approved by City. Any such refunding bonds shall bear interest and be on such other terms and conditions as shall be determined by Corporation. Refunding bonds issued in compliance with the foregoing provisions shall have rank and status equal to the Bonds. Section 2.11. Temporary Bonds. Until Bonds in definitive form are ready for delivery, Corporation may execute, and upon the request of Corporation, Trustee shall authenticate and deliver to the purchasers thereof, subject to the provisions, limitations and conditions set forth above, one or more Bonds in temporary form, whether printed, typewritten, lithographed or otherwise produced, substantially in the form of the definitive Bonds, with appropriate omissions, variations and insertions, and in authorized denominations. Until exchanged for Bonds in definitive form, such Bonds in temporary form shall be entitled to the lien and benefit of this Indenture. Upon the presentation and surrender of any Bond or Bonds in temporary form, Corporation shall, without unreasonable delay, prepare, execute and deliver to Trustee, and Trustee shall authenticate and deliver to the owner or owners thereof, in exchange therefor, a Bond or Bonds in definitive form. Such exchange shall be made by Trustee without making any charge therefor to the owners of such Bonds in temporary form. Section 2.12. Book-Entry-Only Bonds. (a) The Bonds shall initially be issued in book-entry form. The Depository Trust Company, New York, New York (the "Depository") is hereby appointed the Depository for the Bonds. The Blanket Issuer Representations Letter incorporated herein by this reference, dated as of June 2, 2005 and signed by Corporation and the Depository, is hereby confirmed. The ownership of one fully registered Bond for each maturity of each series as set forth in Section 2.02 hereof, each in the aggregate principal amount of such maturity, shall be registered in the name of Cede & Co., as nominee for the Depository. Payment of semiannual interest on any Bond registered as of each Record Date in the name of Cede & Co. shall be made in same-day funds of its equivalent, by wire transfer to the account of Cede & Co. on the interest payment dates and the respective maturity dates for the Bonds, at the address indicated on the Record Date for Cede& Co. in the registration books of Corporation kept by Trustee. (b) Trustee and Corporation may treat the Depository (or its nominee) as the sole and exclusive owner of the Bonds registered in its name for the purposes of payment of the principal of and interest on the Bonds, giving any notice permitted or required to be given to Bondholders under this Indenture, registering the transfer of Bonds, obtaining any consent or other action to be taken by Bondholders and for all other purposes whatsoever, and neither Trustee nor Corporation shall be affected by any notice to the contrary. 4835-1642-1123.1 Lease Purchase 08 8 Corporation and Trustee shall treat the Bondholder, as shown on the registration books kept by Trustee, as the person exclusively entitled to payment of principal, premium, if any, and 4835-1642-1123.1 Lease Purchase 08 6 of City. Corporation shall have no 4817-8397-5427.2 Lease Purchase 08 5 or, in the case of the real estate portion thereof, any public street, 4817-8397-5427.2 Lease Purchase 08 4 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION _ Omaha-Douglas Civic Center DATE THEREOF,THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, 1819 Fa r n am street, LC 1 BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY r7 Omaha NE 68183-0001 USA OF ANY KIND UPON THE INSURER,ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE JZ ✓l-id 'n t.r,,a 0 W„,,y, . . ACORD 25(2009/01) ©1988-2009 ACORD CORPORATION.All rights reserved® The ACORD name and logo are registered marks of ACORD (c) Corporation and Trustee shall have no responsibility or obligation to any securities broker-dealer, bank, trust company, clearing corporation or other organization for which the Depository holds Bonds as securities depository (each, a "Participant") or to any Participant and the person for whom it acquires an interest in the Bonds as nominee (each, a"Beneficial Owner")with respect to the following: (i) the accuracy of the records of the Depository, any nominees of the Depository or any Participant with respect to any ownership interest in the Bonds; (ii) the delivery to any Participant, any Beneficial Owner or any other person, other than the Depository, of any notice with respect to the Bonds, including any notice of redemption; or (iii) the payment to any Participant, any Beneficial Owner or any other person, other than the Depository, of any amount with respect to the Bonds. Trustee shall make payments with respect to the Bonds only to or upon the order of the Depository or its nominee, and all such payments shall be valid and effective fully to satisfy and discharge the obligations with respect to such Bonds to the extent of the sum or sums so paid. No person other than the Depository shall receive an authenticated Bond. (d) Notwithstanding any other provision of this Indenture to the contrary, so long as any Bond is registered in the name of the Depository or any nominee thereof, all payments with respect to such Bond and all notices with respect to such Bond shall be made and given, respectively, to the Depository as provided in the Blanket Issuer Representations Letter. (e) Upon receipt by Trustee of written notice from the Depository to the effect that the Depository is unable or unwilling to discharge its responsibilities or upon receipt by Trustee of written notice from Corporation to the effect that Corporation has determined that the Depository is incapable of discharging its responsibilities, Trustee shall issue, transfer and exchange Bonds requested by the Depository in appropriate amounts. Whenever the Depository requests Trustee to do so, Trustee will cooperate with the Depository in taking appropriate action after reasonable notice (i)to arrange, with the prior written consent of Corporation, for a substitute depository willing and able upon reasonable and customary terms to maintain custody of the Bonds or (ii)to make available Bonds registered in whatever name or names the Beneficial Owners transferring or exchanging such Bonds shall designate. (f) If Corporation determines that it is desirable that certificates representing the Bonds be delivered to the Participants and/or Beneficial Owners of the Bonds and so notifies Trustee in writing, Trustee shall so notify the Depository, whereupon the Depository will notify the Participants of the availability through the Depository of bond certificates representing the Bonds. In such event, Trustee shall issue, transfer and exchange bond certificates representing the Bonds as requested by the Depository in appropriate amounts and in authorized denominations. 4835-1642-1123.1 Lease Purchase 08 9 1642-1123.1 Lease Purchase 08 8 Corporation and Trustee shall treat the Bondholder, as shown on the registration books kept by Trustee, as the person exclusively entitled to payment of principal, premium, if any, and 4835-1642-1123.1 Lease Purchase 08 6 of City. Corporation shall have no 4817-8397-5427.2 Lease Purchase 08 5 or, in the case of the real estate portion thereof, any public street, 4817-8397-5427.2 Lease Purchase 08 4 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION _ Omaha-Douglas Civic Center DATE THEREOF,THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, 1819 Fa r n am street, LC 1 BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY r7 Omaha NE 68183-0001 USA OF ANY KIND UPON THE INSURER,ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE JZ ✓l-id 'n t.r,,a 0 W„,,y, . . ACORD 25(2009/01) ©1988-2009 ACORD CORPORATION.All rights reserved® The ACORD name and logo are registered marks of ACORD (g) Registered ownership of the Bonds may be transferred on the books of registration maintained by Trustee, and the Bonds may be delivered in physical form to the following: (i) any successor securities depository or its nominee; (ii) any person, upon (A)the resignation of the Depository. from its functions as depository or(B)termination of the use of the Depository pursuant to this Section. (h) In the event of any partial redemption of a Bond unless and until such partially redeemed Bond has been replaced in accordance with the provisions of Section 2.08 of this Indenture, the books and records of Trustee shall govern and establish the principal amount of such Bond as is then outstanding, and all of the Bonds issued to the Depository or its nominee shall contain a legend to such effect. (i) If for any reason the Depository resigns and is not replaced, Corporation shall immediately provide a supply of printed bond certificates for issuance upon the transfers from the Depository and subsequent transfers or in the event of a partial redemption pursuant to Section 2.08 of this Indenture. (j) In the event that the Bonds are no longer held in book-entry form, payment of interest on the Bonds shall be made to the registered owners thereof as provided by Section 2.02 hereof. ARTICLE III REDEMPTION OF BONDS BEFORE MATURITY Section 3.01. Bonds Redeemable. The Bonds are noncallable for redemption except pursuant to Sections 3.02, 3.03 and 3.04 hereof. Section 3.02. Optional Redemption. The Bonds maturing after December 1, 2018 are subject to redemption at the option of the Corporation from any source, in whole or in part at any • time, in such order of maturities as determined by Corporation (and by lot or other random selection method within a maturity) on or after December 1, 2018 at the redemption price of 100%of the principal amount to be redeemed plus accrued interest to the date of redemption. Section 3.03. Sinking Fund Redemption. The Bonds maturing on December 1, and December 1, are subject to mandatory sinking fund redemption from Basic Rent sinking fund payments prior to their respective maturity dates, by lot (or other random selection method) selected by the Trustee, at a price of par, without premium, on December 1, in the years and principal amounts set forth below: 4835-1642-1123.1 Lease Purchase 08 10 Bonds registered in whatever name or names the Beneficial Owners transferring or exchanging such Bonds shall designate. (f) If Corporation determines that it is desirable that certificates representing the Bonds be delivered to the Participants and/or Beneficial Owners of the Bonds and so notifies Trustee in writing, Trustee shall so notify the Depository, whereupon the Depository will notify the Participants of the availability through the Depository of bond certificates representing the Bonds. In such event, Trustee shall issue, transfer and exchange bond certificates representing the Bonds as requested by the Depository in appropriate amounts and in authorized denominations. 4835-1642-1123.1 Lease Purchase 08 9 1642-1123.1 Lease Purchase 08 8 Corporation and Trustee shall treat the Bondholder, as shown on the registration books kept by Trustee, as the person exclusively entitled to payment of principal, premium, if any, and 4835-1642-1123.1 Lease Purchase 08 6 of City. Corporation shall have no 4817-8397-5427.2 Lease Purchase 08 5 or, in the case of the real estate portion thereof, any public street, 4817-8397-5427.2 Lease Purchase 08 4 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION _ Omaha-Douglas Civic Center DATE THEREOF,THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, 1819 Fa r n am street, LC 1 BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY r7 Omaha NE 68183-0001 USA OF ANY KIND UPON THE INSURER,ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE JZ ✓l-id 'n t.r,,a 0 W„,,y, . . ACORD 25(2009/01) ©1988-2009 ACORD CORPORATION.All rights reserved® The ACORD name and logo are registered marks of ACORD Principal Principal Year Amount Year Amount $ $ • (maturity) (maturity) To the extent that the Bonds have been previously called for redemption in part and otherwise than from the sinking fund, each related aforesaid annual sinking fund payment for the Bonds of such maturity shall be reduced by the amount obtained by multiplying the principal amount of such Bonds of such maturity so called for redemption, by the ratio which each annual sinking fund payment for the Bonds of such maturity and series bears to the total sinking fund payments of such Bonds subject to sinking fund redemption, and by rounding each sinking fund payment to the nearest$5,000 multiple. In case a Bond subject to sinking fund redemption is of a denomination larger than $5,000, a portion of such Bond ($5,000 or any multiple thereof) may be redeemed, but Bonds shall be redeemed only in the principal amount of$5,000 each or any integral multiple thereof. On or before the thirtieth day prior to each such sinking fund payment date, Trustee shall proceed to select for redemption (by lot in such manner, as Trustee may determine), from all outstanding Bonds subject to sinking fund redemption, a principal amount of such Bonds equal to the aggregate principal amount of such Bonds redeemable with the required sinking fund payment, and shall call such Bonds or portions thereof($5,000 or any integral multiple thereof) for redemption from such sinking fund on the next December 1, and give notice of such call. Section 3.04. Extraordinary Optional Redemption. The Bonds are subject to redemption at any time in whole, or in part, in the event of damage to or destruction of the Project or condemnation thereof and election by City that the proceeds of such damage, destruction or condemnation award shall not be used to rebuild or restore the Project. Any such redemption shall be at the principal amount of the Bonds equal to the ratio of the dollar amount of such damage, destruction or condemnation award to the principal amount of the Bonds then Outstanding, without premium, plus accrued interest to the redemption date. No Bonds shall be • redeemed under this provision, nor shall any notice of redemption be given by Trustee, until there has been furnished to Trustee sufficient funds, United States Government Obligations or other provision satisfactory to Trustee to fully retire all Bonds outstanding hereunder in accordance with this provision. Section 3.05. Notice of Redemption. In the event any of the Bonds are called for redemption as aforesaid, notice thereof identifying such Bonds will be given for Bonds held in book-entry-only form by mailing to the Depository not less than 30 days nor more than 60 days prior to the redemption date and for Bonds held in certificated form by mailing by first class mail to the registered owner thereof not less than 30 days prior to the date fixed for redemption. All maturities of the Bonds so called for redemption will cease to bear interest after the specified redemption date, provided funds for their redemption are on deposit at the place of payment at 4835-1642-1123.1 Lease Purchase 08 11 .1 Lease Purchase 08 9 1642-1123.1 Lease Purchase 08 8 Corporation and Trustee shall treat the Bondholder, as shown on the registration books kept by Trustee, as the person exclusively entitled to payment of principal, premium, if any, and 4835-1642-1123.1 Lease Purchase 08 6 of City. Corporation shall have no 4817-8397-5427.2 Lease Purchase 08 5 or, in the case of the real estate portion thereof, any public street, 4817-8397-5427.2 Lease Purchase 08 4 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION _ Omaha-Douglas Civic Center DATE THEREOF,THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, 1819 Fa r n am street, LC 1 BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY r7 Omaha NE 68183-0001 USA OF ANY KIND UPON THE INSURER,ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE JZ ✓l-id 'n t.r,,a 0 W„,,y, . . ACORD 25(2009/01) ©1988-2009 ACORD CORPORATION.All rights reserved® The ACORD name and logo are registered marks of ACORD that time. Any funds paid for redemption of Bonds shall be applied first against any interest due and owing on the Bonds and then against the unpaid principal balance thereof. Section 3.06. Cancellation of Bonds. All Bonds which have been redeemed shall be cancelled by Trustee and destroyed by Trustee in accordance with its regular procedures. ARTICLE IV GENERAL COVENANTS Section 4.01. Payment of Bonds. Corporation covenants that it will promptly pay the principal of and interest on the Bonds and any Bonds of Other Series issued under this Indenture at the place, on the dates and in the manner provided herein and in the Bonds according to the true intent and meaning hereof. Such principal and interest are payable solely from revenues in the Bond Fund derived from the Basic Rent payable under the Agreement or other funds deposited hereunder in the Bond Fund. Corporation further covenants faithfully to perform at all times any and all covenants, undertakings, stipulations and provisions contained in this Indenture, and Corporation will do, execute, acknowledge and deliver, or cause to be done, executed, acknowledged and delivered, such indentures supplemental hereto and such further acts, instruments and transfers as Trustee may reasonably require for the better assuring, transferring, mortgaging, pledging, assigning and confirming unto Trustee the property herein described and the revenues, income and all other property pledged hereby to the payment of the principal of and interest on the Bonds. Section 4.02. Books and Records; Annual Accounting. Trustee agrees that, so long as any Bonds issued hereunder and secured by this Indenture shall be outstanding and unpaid, it will keep proper books of record and account in which full, true and correct entries will be made of all dealings or transactions of and in relation to the Project and the revenues, income and all other property derived therefrom. Trustee agrees to furnish to City and Corporation an accounting annually, and at such other times as either may reasonably request, pertaining to the dealings and transactions of Trustee in relation to the Project. All books and records of Trustee relating to the Project and the revenues therefrom shall at all times be open to inspection by representatives of City and Corporation and the owners of the Bonds. Section 4.03. Trustee Enforcement of Agreement. The Agreement sets forth the covenants and obligations of Corporation and City and reference is hereby made to the Agreement for a detailed statement of the respective obligations. Corporation agrees that Trustee, in its own name or in the name of Corporation, may enforce all rights and obligations Corporation may have under and pursuant to the Agreement for and on behalf of the Bondholders, whether or not Corporation is in default in its covenants to enforce such rights and obligations. Section 4.04. Bonds and Other Series; Parity Bonds. (a) In satisfaction of the requirements established by Article II of the Original Indenture for the Bonds to be "Bonds of Other Series," Corporation covenants that (1) it is not in default under the Original Indenture, (2) City has covenanted in the Agreement 4835-1642-1123.1 Lease Purchase 08 12 eat the Bondholder, as shown on the registration books kept by Trustee, as the person exclusively entitled to payment of principal, premium, if any, and 4835-1642-1123.1 Lease Purchase 08 6 of City. Corporation shall have no 4817-8397-5427.2 Lease Purchase 08 5 or, in the case of the real estate portion thereof, any public street, 4817-8397-5427.2 Lease Purchase 08 4 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION _ Omaha-Douglas Civic Center DATE THEREOF,THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, 1819 Fa r n am street, LC 1 BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY r7 Omaha NE 68183-0001 USA OF ANY KIND UPON THE INSURER,ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE JZ ✓l-id 'n t.r,,a 0 W„,,y, . . ACORD 25(2009/01) ©1988-2009 ACORD CORPORATION.All rights reserved® The ACORD name and logo are registered marks of ACORD that it is not in default under the Original Agreement, and (3) City has approved the. issuance of the Bonds. The Agreement amends the Original Agreement to increase the Basic Rent and Additional Rent (as defined thereby) as contemplated by and otherwise in accordance with Section 2.09(c) of the Original Indenture, and the Bonds are designated by a name indicating that the Bonds are of a different series than the Parity Bonds. (b) Corporation covenants that, so long as any of the Bonds are outstanding, it will not issue other bonds or notes payable from the Basic Rent due under the Agreement except as permitted in Article II of the Original Indenture and Article II of this Indenture, and in any event not without the specific consent to such issuance given by City. Section 4.05. Corporate Existence. Corporation covenants to maintain its corporate existence as a nonprofit corporation under the laws of the State of Nebraska, provided that Corporation at the request and direction of City may merge into or have merged into it one or more non-profit public benefit corporations incorporated under the laws of the State of Nebraska for the stated corporate purpose of assisting City with the acquisition and construction of real and personal public property and equipment. Section 4.06. Arbitrage and Tax Covenants. Corporation and Trustee jointly and severally covenant and certify to each other and for the benefit of the holders of the Bonds (the "Tax-Exempt Bonds")that no use will be made of the proceeds from the issuance and sale of the Tax-Exempt Bonds nor will use be made of moneys in the various funds and accounts established under this Indenture which would cause the Tax-Exempt Bonds to be classified as arbitrage bonds within the meaning of Section 148 of the Code. Pursuant to such covenant, Corporation and Trustee obligate themselves to comply throughout the term of the Tax-Exempt Bonds with the requirements of said Section 148 of the Code. Corporation and Trustee acknowledge that, under Section 148 of the Code, investment of the proceeds of the Tax-Exempt Bonds, including investment proceeds, is subject to and must comply with the provisions of Section 148 of the Code with respect to the acquisition of obligations the yield on which will be materially higher than the yield on the Tax-Exempt Bonds during the term of the Bonds. Corporation and Trustee further acknowledge that investments may be made in materially higher yield obligations during a temporary period if certain requirements set forth in the regulations applicable to Section 148 are met. Corporation and Trustee further acknowledge that, under certain circumstances, earnings on certain funds may be subject to rebate to the United States in accordance with Section 148 of the Code, and Corporation and Trustee hereby agree to comply with Section 148 of the Code and all applicable regulations thereunder. Except as permitted by the rules set forth in such regulations, as they may be revised from time to time, with respect to investments made during a temporary period, the proceeds of the Tax-Exempt Bonds shall not be invested in materially higher yielding investments. All terms used in this Article IV which are defined in Section 148 of the Code shall have the same meanings in this Article IV as in the Code. Trustee shall establish a trust fund (the "Rebate Fund") pursuant to this Indenture for the purpose of accepting deposits of rebate amounts which may occur by operation of Section 148 of the Code. Corporation shall provide not later than 60 days after the fifth Bond Year and every five years thereafter for payment to the United States of 90% of the amounts required to be paid 4835-1642-1123.1 Lease Purchase 08 13 LED BEFORE THE EXPIRATION _ Omaha-Douglas Civic Center DATE THEREOF,THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, 1819 Fa r n am street, LC 1 BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY r7 Omaha NE 68183-0001 USA OF ANY KIND UPON THE INSURER,ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE JZ ✓l-id 'n t.r,,a 0 W„,,y, . . ACORD 25(2009/01) ©1988-2009 ACORD CORPORATION.All rights reserved® The ACORD name and logo are registered marks of ACORD pursuant to Section 148(f) of the Code and the applicable regulations. Not later than 60 days after the final retirement of the Tax-Exempt Bonds, Corporation shall pay 100% of the amount required to be paid pursuant to Section 148(f) of the Code and the applicable regulations. Each payment shall be filed with the Internal Revenue Service Center, Ogden, Utah 84201. Each payment shall be accompanied by a copy of the Form 8038-T and a statement summarizing the determination of the amounts paid and to be paid to the United States. ARTICLE V BOND FUND Section 5.01. Bonds Secured by Basic Rent Payments. The Project has been leased to City under the Agreement and the Basic Rent payments have been and are hereby assigned and shall be remitted directly to Trustee for the account of Corporation and deposited in the Bond Fund, and the entire amount of the Basic Rent payments is pledged to the payment of the principal of and interest on the Bonds, the Parity Bonds and Bonds of Other Series issued as permitted by Article II. Section 5.02. Creation of Bond Fund. There is hereby created by Corporation and ordered established with Trustee a trust fund to be designated "Bond Fund" which shall be used to pay the interest on and principal of the Bonds. Section 5.03. Deposits to Bond Fund. There shall be deposited in the Bond Fund (i) all accrued interest received, if any, at the time of the issuance, sale and delivery of the Bonds, (ii) all Basic Rent payments, as and when received, made under the Agreement and (iii) unless otherwise specified herein, all other moneys received by Trustee under and pursuant to any of the provisions of the Agreement directing such moneys to be paid into the Bond Fund. Section 5.04. Use of Moneys in Bond Fund: Moneys in the Bond Fund shall be used solely for the payment of the interest on the Bonds and for the retirement of such Bonds at or prior to maturity. Section 5.05. Custody of Bond Fund; Withdrawals. The Bond Fund shall be in the custody of Trustee, and Corporation hereby authorizes and directs Trustee to withdraw funds from the Bond Fund in amounts sufficient to meet installments of interest on or principal of the Bonds when due. Section 5.06. Unclaimed Moneys. In the event any Bonds shall not be presented for payment when the principal thereof becomes due, if funds sufficient to pay such Bonds shall have been made available to Trustee for the benefit of the owners thereof, all liability of Corporation to the Bondholders for the payment of such Bonds and the interest thereon shall forthwith cease, determine and be completely discharged and thereupon it shall be the duty of Trustee to hold such fund or funds, without liability for interest thereon, for a period of six years after all Bonds shall have matured, for the benefit of the owners of such Bonds, who shall thereafter be restricted exclusively to such funds for any claim of whatever nature on their part under this Indenture or with respect to such Bonds. At the expiration of such period, any unclaimed principal or interest shall be paid to City and thereafter all claimants shall be restricted 4835-1642-1123.1 Lease Purchase 08 14 ts. All terms used in this Article IV which are defined in Section 148 of the Code shall have the same meanings in this Article IV as in the Code. Trustee shall establish a trust fund (the "Rebate Fund") pursuant to this Indenture for the purpose of accepting deposits of rebate amounts which may occur by operation of Section 148 of the Code. Corporation shall provide not later than 60 days after the fifth Bond Year and every five years thereafter for payment to the United States of 90% of the amounts required to be paid 4835-1642-1123.1 Lease Purchase 08 13 LED BEFORE THE EXPIRATION _ Omaha-Douglas Civic Center DATE THEREOF,THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, 1819 Fa r n am street, LC 1 BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY r7 Omaha NE 68183-0001 USA OF ANY KIND UPON THE INSURER,ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE JZ ✓l-id 'n t.r,,a 0 W„,,y, . . ACORD 25(2009/01) ©1988-2009 ACORD CORPORATION.All rights reserved® The ACORD name and logo are registered marks of ACORD exclusively to making claim against City for such principal or interest. City shall have no liability for interest on any such funds paid to it and shall not be required to hold such funds in trust nor to, in any manner, segregate such funds on its books. Section 5.07. Additional Rent. It is understood and agreed that, pursuant to the provisions of the Agreement, City agrees to pay costs and expenses as Additional Rent (as that term is defined in the Agreement), including the fees and expenses of Trustee. ARTICLE VI ACQUISITION FUND Section 6.01. Creation of Acquisition Fund. A special fund is hereby created with Trustee to be designated "Acquisition Fund," and therein a "Costs of Issuance Subaccount." Upon the issuance and sale of the Bonds, the proceeds of the Bonds (excluding accrued interest, if any) in the amount of $ shall be deposited into the Acquisition Fund. The remaining proceeds of the Bonds shall be deposited in the Costs of Issuance Subaccount. Section 6.02. Use of Moneys in Acquisition Fund. Moneys in the Acquisition Fund shall be disbursed for the following purposes: (a) from the Costs of Issuance Subaccount, to the payment of expenses of issuing and selling the Bonds, including printing, legal and financial expenses, the amount equal to the amount of the proceeds of the Bonds deposited in the Costs of Issuance Subaccount under Section 6.01; and (b) from the Acquisition Fund, to the payment of, or to the reimbursement of City for payment of, the costs of the Project. Section 6.03. Requisitions. Trustee shall disburse funds in payment of expenses permissible under Section 6.02 upon receipt of requisitions signed by the President or Secretary of Corporation, or by the Finance Director of the City of Omaha or the City Comptroller of the City of Omaha, in each case acting on behalf of Corporation. Requisitions submitted to Trustee shall be in the form attached hereto as Exhibit B. Trustee shall maintain complete and accurate records relating to each such disbursement for the Project's costs. ARTICLE VII INVESTMENTS Moneys for the credit of any fund or account under this Indenture shall be invested and reinvested by Trustee upon the written direction of Corporation, but only in investments authorized by Reissue Revised Statutes of Nebraska, 1997, Section 14-563, viz. securities of the United States of America, the State of Nebraska, the City, Douglas County, Nebraska, a school district of the City, municipality owned and operated public utility property and plants of the City, and certificates of deposit from and make time deposits in bank or capital stock financial 4835-1642-1123.1 Lease Purchase 08 15 or a period of six years after all Bonds shall have matured, for the benefit of the owners of such Bonds, who shall thereafter be restricted exclusively to such funds for any claim of whatever nature on their part under this Indenture or with respect to such Bonds. At the expiration of such period, any unclaimed principal or interest shall be paid to City and thereafter all claimants shall be restricted 4835-1642-1123.1 Lease Purchase 08 14 ts. All terms used in this Article IV which are defined in Section 148 of the Code shall have the same meanings in this Article IV as in the Code. Trustee shall establish a trust fund (the "Rebate Fund") pursuant to this Indenture for the purpose of accepting deposits of rebate amounts which may occur by operation of Section 148 of the Code. Corporation shall provide not later than 60 days after the fifth Bond Year and every five years thereafter for payment to the United States of 90% of the amounts required to be paid 4835-1642-1123.1 Lease Purchase 08 13 LED BEFORE THE EXPIRATION _ Omaha-Douglas Civic Center DATE THEREOF,THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, 1819 Fa r n am street, LC 1 BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY r7 Omaha NE 68183-0001 USA OF ANY KIND UPON THE INSURER,ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE JZ ✓l-id 'n t.r,,a 0 W„,,y, . . ACORD 25(2009/01) ©1988-2009 ACORD CORPORATION.All rights reserved® The ACORD name and logo are registered marks of ACORD • institutions selected as depositories of City funds; provided that moneys deposited from Basic Rent payments to the credit of the Bond Fund shall only be invested or reinvested by Trustee in United States Government Obligations. Any such investment shall mature at such time and in such amounts so that funds will be available when required. Obligations so purchased as an investment of moneys shall be held by or under the control of Trustee and shall be deemed at all times part of the fund or account from which invested, and the interest accruing thereon and any profit realized from such investments shall be credited to such fund or account and any loss resulting from such investments shall be charged to such fund or account. ARTICLE VIII DISCHARGE OF LIEN AND DEFEASANCE If Corporation shall pay or cause to be paid to the owners of the Bonds the principal and interest to become due thereon at the time and in the manner stipulated therein, and if Corporation shall keep, perform and observe all and singular the covenants and promises in the Bonds and in this Indenture expressed as to be kept, performed and observed by it or on its part, then these presents and the estate and rights hereby granted shall cease, determine and be void, and thereupon Trustee shall cancel and discharge the lien of this Indenture and execute and deliver to Corporation such instruments in writing as shall be requisite to satisfy the lien hereof and assign and deliver to Corporation any property at the time subject to the lien of this Indenture which may then be in its possession, except cash held by Trustee for the payment of interest on and retirement of the Bonds, or as otherwise provided for herein. It is specifically understood and agreed that the release of the lien of this Indenture shall not affect nor cancel the provisions of this Indenture relating to Bonds issued or the rights of owners of the Bonds, Trustee or Corporation, which provisions shall continue in full force and effect according to their terms. Corporation may at any time surrender to Trustee for cancellation by it any Bonds previously authenticated and delivered hereunder which Corporation may have acquired in any manner whatsoever, and such Bonds, upon surrender and cancellation, shall be deemed to be paid and retired. For the purposes of this Indenture, any Bond issued hereunder shall be deemed to be fully discharged and satisfied and no longer outstanding when: (a) a Bond is cancelled whether by reason of payment or redemption prior to maturity; (b) a Bond is surrendered to Trustee for cancellation; (c) a Bond for which the payment of the principal of and all interest accrued and to accrue through the due date of payment(regardless of whether such due date arises by reason of maturity, upon redemption or by declaration as provided herein) has been made; such payment will be deemed to have been made when there has been deposited with Trustee sufficient moneys to make such payment- or United States Government Obligations maturing, as to principal and interest, in such amount and at such times as 4835-1642-1123.1 Lease Purchase 08 16 se Purchase 08 14 ts. All terms used in this Article IV which are defined in Section 148 of the Code shall have the same meanings in this Article IV as in the Code. Trustee shall establish a trust fund (the "Rebate Fund") pursuant to this Indenture for the purpose of accepting deposits of rebate amounts which may occur by operation of Section 148 of the Code. Corporation shall provide not later than 60 days after the fifth Bond Year and every five years thereafter for payment to the United States of 90% of the amounts required to be paid 4835-1642-1123.1 Lease Purchase 08 13 LED BEFORE THE EXPIRATION _ Omaha-Douglas Civic Center DATE THEREOF,THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, 1819 Fa r n am street, LC 1 BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY r7 Omaha NE 68183-0001 USA OF ANY KIND UPON THE INSURER,ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE JZ ✓l-id 'n t.r,,a 0 W„,,y, . . ACORD 25(2009/01) ©1988-2009 ACORD CORPORATION.All rights reserved® The ACORD name and logo are registered marks of ACORD will insure the availability of sufficient moneys to make any such payment and all necessary and proper fees, compensation and expenses of Trustee pertaining to such Bond with respect to which such deposit is made have either been paid or payment provided for to the satisfaction of Trustee; provided, however, no deposit of cash or United States Government Obligations shall constitute discharge and satisfaction as to any Bond to be redeemed prior to their maturity unless: (i) such Bond has been irrevocably called or designated for redemption on the first date thereafter on which such Bonds may be redeemed in accordance with the provisions of Article III of this Indenture; and (ii) proper notice of the redemption of such Bond has been mailed as required by Article III hereof, or irrevocable provision, satisfactory to Trustee, shall have been made for the mailing of such notice; (d) a Bond is mutilated, destroyed or lost and, subsequently, a new Bond is issued as provided under Section 2.07 of this Indenture. At such time as a Bond shall no longer be deemed to be outstanding hereunder, as provided in this Section, such Bond shall no longer be secured by or entitled to the benefits of this Indenture except for the purpose of payment from the cash or United States Government Obligations deposited with and held by Trustee for such purpose. Moneys deposited with Trustee under this Section and the proceeds of any United States Government Obligations held under this Section may be invested and reinvested in United States Government Obligations which mature in the amounts and at the times required to comply with the provisions of this Section. Any income from such investments in excess of the requirements for principal of and interest on any Bond not being outstanding under the provisions of this Section shall be paid into the related subaccount of the Bond Fund to be disbursed or held as provided thereby. If cash or United States Government Obligations shall have been deposited with Trustee in accordance with this Section, in trust for the purpose and sufficient and available to pay the principal of any Bond, together with all interest due thereon to the due date thereof or to the date fixed for the redemption,thereof, all liability of Corporation for such payments shall terminate and be discharged, whether or not such Bond shall be presented for payment on the due date, whether at maturity or upon redemption or by declaration, and Trustee shall hold such moneys or United States Government Obligations without liability to the owner of such Bond for interest thereon, in trust for the benefit of the owner of such Bond, who thereafter shall be restricted exclusively to such moneys or United States Government Obligations for any claim for such payment of whatsoever nature on his part, except as is provided in Section 5.06 hereof. 4835-1642-1123.1 Lease Purchase 08 17 posited with Trustee sufficient moneys to make such payment- or United States Government Obligations maturing, as to principal and interest, in such amount and at such times as 4835-1642-1123.1 Lease Purchase 08 16 se Purchase 08 14 ts. All terms used in this Article IV which are defined in Section 148 of the Code shall have the same meanings in this Article IV as in the Code. Trustee shall establish a trust fund (the "Rebate Fund") pursuant to this Indenture for the purpose of accepting deposits of rebate amounts which may occur by operation of Section 148 of the Code. Corporation shall provide not later than 60 days after the fifth Bond Year and every five years thereafter for payment to the United States of 90% of the amounts required to be paid 4835-1642-1123.1 Lease Purchase 08 13 LED BEFORE THE EXPIRATION _ Omaha-Douglas Civic Center DATE THEREOF,THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, 1819 Fa r n am street, LC 1 BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY r7 Omaha NE 68183-0001 USA OF ANY KIND UPON THE INSURER,ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE JZ ✓l-id 'n t.r,,a 0 W„,,y, . . ACORD 25(2009/01) ©1988-2009 ACORD CORPORATION.All rights reserved® The ACORD name and logo are registered marks of ACORD ARTICLE IX DEFAULT PROVISIONS AND REMEDIES OF TRUSTEE AND BONDHOLDERS Section 9.01. Events of Default. If any of the following events occur, it is hereby defined as and declared to be and to constitute an "Event of Default:" (a) default in the due and punctual payment of the principal of or the interest on any Bond hereby secured and outstanding and the continuance thereof for a period of five days; (b) default in the due and punctual payment of moneys required to be paid to Trustee under the provisions of Article V hereof and the continuance thereof for a period of five days; or (c) default in the performance or observance of any other of the covenants, agreements or conditions on Corporation's part contained in this Indenture, or in the Bonds, and the continuance thereof for a period of 30 days after written notice thereof to Corporation by Trustee, or by the owners of not less than 20% in aggregate principal amount of Bonds outstanding hereunder. The term "default," as used in Section 9.01 hereof, shall mean default by Corporation in the performance or observance of any of the covenants, agreements or conditions on its part contained in this Indenture, or in the Bonds, exclusive of any period of grace required to constitute a default as an "Event of Default," as hereinabove provided, after giving the respective notice for the respective periods above stated. Section 9.02. Acceleration. Upon the occurrence of an Event of Default, Trustee may, and, upon the written request of the owners of 20% in aggregate principal amount of Bonds outstanding hereunder, shall, by notice in writing delivered to Corporation, declare the principal of all Bonds hereby secured then outstanding, and the interest accrued thereon, immediately due and payable. This provision is subject, however, to the condition that, if at any time after such declaration of principal and interest to be immediately due, and before any further action has been taken other than such declaration, the principal amount of all Bonds which have matured and all arrears of interest, together with the reasonable charges and expenses of Trustee, shall be paid or caused to be paid, then the owners of a majority of principal amount of the Bonds then outstanding, by notice in writing delivered to Trustee, may require Trustee to waive such default and its consequences and rescind such declaration. Until it is required to make the declaration hereinabove in this Section provided, Trustee shall have power to waive any default arising hereunder if, in the opinion of Trustee, the same shall have been cured or adequate satisfaction made therefor or if Trustee deems the declaration not to be in the best interest of the Bondholders. No such waiver shall extend to or affect any subsequent default. Section 9.03. Other Remedies. Upon the occurrence and a continuation of an Event of Default, Trustee may on its own initiative, and shall upon the written request of the owners of not less than 20% in principal amount of the Bonds then outstanding hereunder, and upon being 4835-1642-1123.1 Lease Purchase 08 18 8 16 se Purchase 08 14 ts. All terms used in this Article IV which are defined in Section 148 of the Code shall have the same meanings in this Article IV as in the Code. Trustee shall establish a trust fund (the "Rebate Fund") pursuant to this Indenture for the purpose of accepting deposits of rebate amounts which may occur by operation of Section 148 of the Code. Corporation shall provide not later than 60 days after the fifth Bond Year and every five years thereafter for payment to the United States of 90% of the amounts required to be paid 4835-1642-1123.1 Lease Purchase 08 13 LED BEFORE THE EXPIRATION _ Omaha-Douglas Civic Center DATE THEREOF,THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, 1819 Fa r n am street, LC 1 BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY r7 Omaha NE 68183-0001 USA OF ANY KIND UPON THE INSURER,ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE JZ ✓l-id 'n t.r,,a 0 W„,,y, . . ACORD 25(2009/01) ©1988-2009 ACORD CORPORATION.All rights reserved® The ACORD name and logo are registered marks of ACORD indemnified to its reasonable satisfaction against any and all costs, expenses, outlays, counsel fees and other reasonable disbursements and against all liability, exercise any remedies available under the Agreement and, to the extent consistent therewith, may sell, lease or manage any portion of the Project and apply the net proceeds thereof in accordance with Section 9.07 of this Article, and whether or not it has done so, proceed to take any other steps needful for the protection and enforcement of its rights and the rights of the owners of the Bonds as shall be provided by law, including a suit, action or special proceeding in equity or at law. Section 9.04. Limitation on Bondholders' Right To Institute Proceedings. No owner of any of the Bonds shall have any right to institute any suit, action or proceeding in equity or at law hereunder or for any other remedy hereunder unless such owner previously shall have given to Trustee written notice of an Event of Default as herein provided and unless the owners of not less than 20% in principal amount of the Bonds then outstanding shall have made written request of Trustee, after the right to exercise such powers or rights of action, as the case may be, shall have accrued, either to proceed to exercise the powers herein granted or to institute such action, suit or proceeding in the name of Trustee and Trustee shall have refused or neglected to comply with such request within a reasonable time and after being afforded a reasonable opportunity to do so and after having been offered security and indemnity satisfactory to it against the costs, expenses and liabilities to be incurred therein or thereby as aforesaid. All actions to enforce any provision of this Indenture shall be instituted and maintained for the equal benefit of all owners of the Bonds, except that nothing herein contained shall impair the right of any owner of any Bonds at or after the maturity thereof to reduce the same to judgment. Section 9.05. Possession of Bonds Not Required for Enforcement. All rights of, action under this Indenture or under any of the Bonds secured hereby enforceable by Trustee may be enforced without the possession of any of the Bonds or the production thereof at the trial or other proceedings relative thereto, and any such suit or proceeding instituted by Trustee shall be brought for the ratable benefit of the owners of the Bonds, subject to the provisions of this Indenture. Section 9.06. Waiver. In the event the Bondholders or Trustee waive any default or breach of duty, such waiver shall not impair any right or power exercisable hereunder by the Bondholders or Trustee nor shall such waiver be construed to be or be a waiver of any subsequent default or breach. Section 9.07. Application of Moneys. Anything in this Indenture to the contrary notwithstanding, if at any time the moneys in the Bond Fund shall not be sufficient to pay the interest on or the principal of the Bonds as the same shall become due and payable (either by their terms or by acceleration of maturities under the provisions of Section 9.02 of this Article), such moneys, together with any moneys then available or thereafter becoming available for such purpose, whether through the exercise of the remedies provided for in this Article or otherwise, shall be applied as follows: 4835-1642-1123.1 Lease Purchase 08 19 establish a trust fund (the "Rebate Fund") pursuant to this Indenture for the purpose of accepting deposits of rebate amounts which may occur by operation of Section 148 of the Code. Corporation shall provide not later than 60 days after the fifth Bond Year and every five years thereafter for payment to the United States of 90% of the amounts required to be paid 4835-1642-1123.1 Lease Purchase 08 13 LED BEFORE THE EXPIRATION _ Omaha-Douglas Civic Center DATE THEREOF,THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, 1819 Fa r n am street, LC 1 BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY r7 Omaha NE 68183-0001 USA OF ANY KIND UPON THE INSURER,ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE JZ ✓l-id 'n t.r,,a 0 W„,,y, . . ACORD 25(2009/01) ©1988-2009 ACORD CORPORATION.All rights reserved® The ACORD name and logo are registered marks of ACORD (a) unless the principal of all the Bonds shall have become or shall have been declared due and payable, all such moneys shall be applied as follows: (i) FIRST: to the payment to the persons entitled thereto of all installments of interest then due and payable in the order in which such installments became due and payable and, if the amount available shall not be sufficient to pay in full any particular installment, then to the payment, ratably, according to the amounts due on such installment, to the persons entitled thereto, without any discrimination or preference; (ii) SECOND: to the payment to the persons entitled thereto of the unpaid principal of any of the Bonds which shall have become due and payable (other than Bonds called for redemption for the payment of which moneys are held pursuant to the provisions of this Indenture), in the order of their stated payment dates, with interest on the principal' amount of such Bonds from the respective dates upon which such Bonds became due and payable, and, if the amount available shall not be sufficient to pay in full the principal of the Bonds by their stated terms due and payable on any particular date, together with such interest, ratably, according to the amount of such interest due on such date, and then to the payment of such principal, ratably, according to the amount of such principal due on such date, to the persons entitled thereto without any discrimination or preference; and (iii) THIRD: to the payment of the interest on and the principal of the Bonds of such series, to the purchase and retirement of Bonds and to the redemption of Bonds, all in accordance with the provisions of Articles II and III of this Indenture; (b) if the principal of all the Bonds shall have become or shall have been declared due and payable, all such moneys shall be applied to the payment of the principal and interest then due and unpaid upon such 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 Bonds over any other Bonds, ratably, according to the amounts due respectively for principal and interest, to the persons entitled thereto without any discrimination or preference; and (c) if the principal of all the Bonds shall have been declared due and payable and if such declaration shall thereafter have been rescinded and annulled under the provisions of Section 9.02 of this Article, then, subject to the provisions of paragraph(b) of this Section, in the event that the principal of all of such Bonds shall later become or be declared due and payable, the moneys remaining in and thereafter accruing to the related subaccount of the Bond Fund shall be applied in accordance with the provisions of paragraph(a) of this Section. Whenever moneys are to be applied by Trustee pursuant to the provisions of this Section, such moneys shall be applied by Trustee at such times, and from time to time, as Trustee in its sole discretion shall determine, having due regard to the amount of such moneys available for 4835-1642-1123.1 • Lease Purchase 08 20 Article or otherwise, shall be applied as follows: 4835-1642-1123.1 Lease Purchase 08 19 establish a trust fund (the "Rebate Fund") pursuant to this Indenture for the purpose of accepting deposits of rebate amounts which may occur by operation of Section 148 of the Code. Corporation shall provide not later than 60 days after the fifth Bond Year and every five years thereafter for payment to the United States of 90% of the amounts required to be paid 4835-1642-1123.1 Lease Purchase 08 13 LED BEFORE THE EXPIRATION _ Omaha-Douglas Civic Center DATE THEREOF,THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, 1819 Fa r n am street, LC 1 BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY r7 Omaha NE 68183-0001 USA OF ANY KIND UPON THE INSURER,ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE JZ ✓l-id 'n t.r,,a 0 W„,,y, . . ACORD 25(2009/01) ©1988-2009 ACORD CORPORATION.All rights reserved® The ACORD name and logo are registered marks of ACORD application and the likelihood of additional moneys becoming available for such application in the future, and the deposit of such moneys, or otherwise setting aside such moneys, in trust for the proper purpose shall constitute proper application by Trustee; and Trustee shall incur no liability whatsoever to any Bondholder or to any other person for any delay in applying any such moneys, so long as Trustee acts with reasonable diligence, having due regard to the circumstances, and ultimately applies the same in accordance with such provisions of this Indenture as may be applicable at the time of application by Trustee. Whenever Trustee shall exercise such discretion in applying such moneys, it shall fix the date (which shall be an interest payment date unless Trustee shall deem another date more suitable) upon which such application is to be made and upon such date interest on the amounts of principal to be paid on such date shall cease to accrue. Trustee shall give such notice as it may deem appropriate of the fixing of any such date, and shall not be required to make payment to the owner of any Bonds until such Bonds shall be surrendered to Trustee for appropriate endorsement, or for cancellation if fully paid. Section 9.08. Restoration to Former Position. In case any proceedings taken by Trustee on account of any default shall have been discontinued or abandoned for any reason, then and in every such case Corporation, Trustee and the Bondholders shall be restored to their former positions and rights hereunder, respectively, and all rights, remedies, powers and duties of Trustee shall continue as though no proceeding had been taken. Section 9.09. Bondholders' Right To Direct Proceedings. Anything in this Indenture to the contrary notwithstanding, the owners of a majority in principal amount of the Bonds then outstanding hereunder shall have the right, by an instrument or concurrent instruments in writing executed and delivered to Trustee, to direct the method and place of conducting all remedial proceedings to be taken by Trustee hereunder, provided that such direction shall not be otherwise than in accordance with law and the provisions of this Indenture. ARTICLE X THE TRUSTEE Section 10.01. Acceptance of Trusts. Trustee hereby accepts the trusts imposed upon it by this Indenture and agrees to perform said trusts as an ordinarily prudent trustee under a corporate mortgage. Trustee may resign at any time by giving not less than 60 days' notice to Corporation and to City and, within five days after giving such notice, by mailing to each Bondholder of record by first-class mail a copy of such notice. Trustee may be removed at any time upon the written request or upon the affirmative vote of the owners of 51% in principal amount of Bonds outstanding. In the event of such resignation or removal, a successor may be appointed by the owners of 51% in principal amount of the Bonds outstanding, and such successor shall have all the powers and obligations of Trustee theretofore vested in its predecessor, provided that, unless and until the successor trustee shall have been appointed by the owners of the Bonds as aforesaid, Corporation shall forthwith appoint a trustee to fill such vacancy. Any successor trustee shall be a bank or trust company in either of the cities of Lincoln or Omaha,Nebraska, and having a capital and surplus of not less than$10,000,000. 4835-1642-1123.1 Lease Purchase 08 21 ccepting deposits of rebate amounts which may occur by operation of Section 148 of the Code. Corporation shall provide not later than 60 days after the fifth Bond Year and every five years thereafter for payment to the United States of 90% of the amounts required to be paid 4835-1642-1123.1 Lease Purchase 08 13 LED BEFORE THE EXPIRATION _ Omaha-Douglas Civic Center DATE THEREOF,THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, 1819 Fa r n am street, LC 1 BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY r7 Omaha NE 68183-0001 USA OF ANY KIND UPON THE INSURER,ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE JZ ✓l-id 'n t.r,,a 0 W„,,y, . . ACORD 25(2009/01) ©1988-2009 ACORD CORPORATION.All rights reserved® The ACORD name and logo are registered marks of ACORD Section 10.02. Limitations on Liability. The duties and obligations of Trustee shall be determined solely by the express provisions of this Indenture, and Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture. Trustee shall be protected when acting in good faith upon the advice of its counsel, who may be bond counsel to Corporation. Trustee may conclusively rely upon any certificate of Corporation executed by any two of the directors of Corporation and upon any requisition certificate satisfying the requirements of Section 6.03 hereof. Trustee may require of Corporation full information and advice as to the performance of all covenants, conditions and agreements of Corporation contained in this Indenture or any supplement hereto, but Trustee shall not be required to ascertain or inquire as to the correctness of any information, statements, conclusions or opinions expressed in any certificate, resolution, report, opinion or other document furnished to it pursuant to any provision of this Indenture. Section 10.03. Dealings in Bonds. Trustee in its individual capacity may become the owner or pledgee of the Bonds with the same rights it would have if it were not Trustee hereunder. Section 10.04. Compensation. Trustee shall be entitled to reasonable compensation for all services rendered by it in the execution, exercise or performance of any of the powers and duties to be exercised or performed by it pursuant to the provisions of this Indenture and for the reasonable expenses, charges and other disbursements incurred in connection with the exercise and performance of said powers and duties, all of which under the Agreement are to be paid to Trustee by City. ARTICLE XI AMENDMENT OF INDENTURE Section 11.01. Supplemental Indentures Not Requiring Consent of Bondholders. Corporation may without the consent of the Bondholders, but with the consent of Trustee, from time to time and at any time, amend or supplement this Indenture in such manner as not to be inconsistent with the terms and provisions hereof, so as to thereby (a) cure any ambiguity or formal defect or omission in this Indenture, including any subsequent amendments thereto; (b) grant to and confer upon Trustee for the benefit of the Bondholders any additional rights, remedies, powers, authority or security that may be lawfully granted to or conferred upon the Bondholders or Trustee, or surrender any right, power or privilege reserved to or conferred upon Corporation by this Indenture or any amendment thereto; (c) issue Bonds of Other Series in accordance with the provisions of Article II of the Original Indenture and Article II hereof; (d) comply with such requirements of the Code as are necessary in the opinion of nationally recognized bond counsel to make the interest on the Bonds excludable from gross income of the Bondholders for federal income tax purposes; or (e)to modify, alter, amend or supplement this Indenture in any other respect which in the judgment of Corporation, as concurred in by Trustee, is not materially adverse to the Bondholders. Section 11.02. Supplemental Indentures Requiring Consent of Bondholders. With the consent of the owners of not less than two-thirds of the Bonds then outstanding, Corporation, from time to time and at any time, may amend this Indenture in any manner; provided, however, 4835-1642-1123.1 Lease Purchase 08 22 it of Section 148 of the Code. Corporation shall provide not later than 60 days after the fifth Bond Year and every five years thereafter for payment to the United States of 90% of the amounts required to be paid 4835-1642-1123.1 Lease Purchase 08 13 LED BEFORE THE EXPIRATION _ Omaha-Douglas Civic Center DATE THEREOF,THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, 1819 Fa r n am street, LC 1 BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY r7 Omaha NE 68183-0001 USA OF ANY KIND UPON THE INSURER,ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE JZ ✓l-id 'n t.r,,a 0 W„,,y, . . ACORD 25(2009/01) ©1988-2009 ACORD CORPORATION.All rights reserved® The ACORD name and logo are registered marks of ACORD that, without the specific consent of the owner of each Bond which would be affected thereby, no such amendment shall permit or be construed as permitting (a) an extension of the maturity of the principal of or the interest on any Bonds issued hereunder, or (b) a reduction in the principal amount of any Bond or a reduction in the rate of interest thereon, or (c) creation of any different privilege or priority of any Bond or Bonds over any other Bond or Bonds, or (d) a reduction in the aggregate principal amount of the Bonds required for consent to such amendment to this Indenture, or(e) any release or lessening of the pledge and assignment of the Basic Rent payable by City under the Agreement. If the owners of not less than two-thirds in aggregate principal amount of the Bonds then outstanding shall have consented to the amendment proposed, 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 Trustee or Corporation from taking any action pursuant to the provisions thereof. After the owners of the required percentage of Bonds shall have filed their consents to the amending of this Indenture, Corporation shall mail to each Bondholder a copy of the amendment together with a notice of such amending. If Trustee and Corporation shall so determine, new Bonds conforming to the amendment shall be executed and delivered in exchange for Bonds then outstanding upon surrender of the outstanding Bonds without charge to the owners thereof. Upon delivery to Trustee of a copy of the amendment to this Indenture certified by the Secretary of Corporation, together with an opinion of counsel to Corporation that such amendment is in proper form and was duly adopted in accordance with the provisions hereof and applicable law, this Indenture as it then exists and the Bonds shall be modified and amended in accordance with such amendment, and thereafter the respective rights and duties under this Indenture of Corporation and the Bondholders shall be determined under this Indenture as so amended. Section 11.03. Consent of Trustee Required. No amendment amending, changing or modifying any of the rights or obligations of Trustee hereunder may be adopted without the written consent of Trustee. ARTICLE XII AMENDMENT OF THE LEASE AGREEMENT Section 12.01. Amendment of Agreement Not Requiring Consent of Bondholders. Corporation or Trustee, or each of them, may from time to time, without the approval of the Bondholders, consent to any amendment, change or modification of the Agreement between Corporation and City for the purpose of(i) curing any ambiguity, formal defect or omission or making any other change therein which, in the judgment of Trustee, is not to the prejudice of Trustee or materially adverse to the Bondholders, or (ii) for the purpose of increasing the Basic Rent payable thereunder and making such other provisions as shall be required to permit the issuance of Bonds of Other Series as authorized under the Original Indenture and this Indenture. 4835-1642-1123.1 Lease Purchase 08 23 entures Requiring Consent of Bondholders. With the consent of the owners of not less than two-thirds of the Bonds then outstanding, Corporation, from time to time and at any time, may amend this Indenture in any manner; provided, however, 4835-1642-1123.1 Lease Purchase 08 22 it of Section 148 of the Code. Corporation shall provide not later than 60 days after the fifth Bond Year and every five years thereafter for payment to the United States of 90% of the amounts required to be paid 4835-1642-1123.1 Lease Purchase 08 13 LED BEFORE THE EXPIRATION _ Omaha-Douglas Civic Center DATE THEREOF,THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, 1819 Fa r n am street, LC 1 BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY r7 Omaha NE 68183-0001 USA OF ANY KIND UPON THE INSURER,ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE JZ ✓l-id 'n t.r,,a 0 W„,,y, . . ACORD 25(2009/01) ©1988-2009 ACORD CORPORATION.All rights reserved® The ACORD name and logo are registered marks of ACORD Section 12.02. Amendment of Agreement Requiring Consent of Bondholders. Except for amendments, changes or modifications as provided in Section 12.01 hereof, no amendment, change or modification of the Agreement shall be made without the written consent of the owners of two-thirds in principal amount of all the Bonds outstanding; provided, however, that in no event shall the Agreement be amended to reduce the Basic Rent payable by City or extend the stated date when such Basic Rent shall be due with respect to the Bonds or Bonds of Other Series, without the consent of the owners of all Bonds outstanding. The proportionate reduction of the amount of Basic Rent due by City under the Agreement by reason of City's having prepaid a portion of the Bonds shall not constitute an amendment of the Agreement. Section 12.03. Consent of Trustee Required. No amendment, change or modification to the Agreement shall be made without the written consent of Trustee. ARTICLE XIII MISCELLANEOUS Section 13.01. Execution of Instruments; Proof of Ownership. Any request, direction, consent or other instrument in writing required by this Indenture, or any supplement hereto, to be signed or executed by owners of Bonds may be in any number of concurrent instruments of similar tenor and may be signed or executed by such owners in person or by an agent duly appointed by an instrument in writing. Proof of the execution of any such instrument and of the ownership of such Bonds shall be sufficient for any purpose of this Indenture, and shall be conclusive in favor of Trustee and Corporation with regard to any action taken by them under such instrument, if made in the following manner: (a) the fact and date of the execution by any person of any such instrument may be proved by the certificate of any officer in any jurisdiction who, by the laws thereof, has power to take acknowledgments of deeds to be recorded within such jurisdiction, to the effect that the person signing such instrument acknowledged to him the execution thereof, or by an affidavit of a witness to such execution; (b) the fact of the holding of a Bond by any holder and the amount and numbers or other descriptive details of such Bond and the date of its holding the same may be proved by the affidavit of the person claiming to be such holder, if such affidavit shall be deemed by Trustee to be satisfactory or by a certificate issued by any trust company, bank or other depository, wherever situated, if such certificate shall be deemed by Trustee to be satisfactory, showing that at the date therein mentioned such person had on deposit with such trust company, bank or other depository the Bonds described in such certificate. Trustee may, nevertheless, in its discretion require further proof in cases where it shall deem further proof desirable. For all purposes of this Indenture and of the proceedings for the enforcement thereof, such persons shall be deemed to continue to be the holder of such Bond until Trustee shall have received notice in writing to the contrary. 4835-1642-1123.1 Lease Purchase 08 24 Lease Purchase 08 23 entures Requiring Consent of Bondholders. With the consent of the owners of not less than two-thirds of the Bonds then outstanding, Corporation, from time to time and at any time, may amend this Indenture in any manner; provided, however, 4835-1642-1123.1 Lease Purchase 08 22 it of Section 148 of the Code. Corporation shall provide not later than 60 days after the fifth Bond Year and every five years thereafter for payment to the United States of 90% of the amounts required to be paid 4835-1642-1123.1 Lease Purchase 08 13 LED BEFORE THE EXPIRATION _ Omaha-Douglas Civic Center DATE THEREOF,THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, 1819 Fa r n am street, LC 1 BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY r7 Omaha NE 68183-0001 USA OF ANY KIND UPON THE INSURER,ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE JZ ✓l-id 'n t.r,,a 0 W„,,y, . . ACORD 25(2009/01) ©1988-2009 ACORD CORPORATION.All rights reserved® The ACORD name and logo are registered marks of ACORD Section 13.02. Counterparts. This Indenture may be simultaneously executed in several counterparts, each of which shalt be an original and all of which shall constitute but one and the same instrument. Section 13.03. No Personal Liability of Corporation Officials; Limited Liability of Corporation to Bondholders. No covenant or agreement contained in the Bonds or in this Indenture shall be deemed to be the covenant or agreement of any present or future official, officer, agent or employee of Corporation, and neither the members of Corporation nor any official executing the Bonds shall be liable personally on the Bonds or be subject to any personal liability or accountability by reason of the issuance thereof Except for the payment when due of the payments and the observance and performance of the other agreements, conditions, covenants and terms required to be performed by it contained in this Indenture, Corporation shall not have any obligation or liability to the Bondholders with respect to this Indenture or the preparation, execution, delivery, transfer, exchange or cancellation of the Bonds or the receipt, deposit or disbursement of the payments by Trustee or with respect to the performance by Trustee of any obligation required to be performed by it contained in this Indenture. Section 13.04. Severability. If any provisions of this Indenture shall be held or deemed to be or shall, in fact, be inoperative or unenforceable as applied in any particular case, for any reason, such circumstances shall not have the effect of rendering the provision in question inoperative or unenforceable in any other case or circumstance or of rendering any other provision or provisions herein contained invalid, inoperative or unenforceable to any extent whatever. The invalidity of any one or more phrases, sentences, clauses or paragraphs in this Indenture contained shall not affect the remaining portions of this Indenture or any part thereof [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] • 4835-1642-1123.1 Lease Purchase 08 25 • i J b) the fact of the holding of a Bond by any holder and the amount and numbers or other descriptive details of such Bond and the date of its holding the same may be proved by the affidavit of the person claiming to be such holder, if such affidavit shall be deemed by Trustee to be satisfactory or by a certificate issued by any trust company, bank or other depository, wherever situated, if such certificate shall be deemed by Trustee to be satisfactory, showing that at the date therein mentioned such person had on deposit with such trust company, bank or other depository the Bonds described in such certificate. Trustee may, nevertheless, in its discretion require further proof in cases where it shall deem further proof desirable. For all purposes of this Indenture and of the proceedings for the enforcement thereof, such persons shall be deemed to continue to be the holder of such Bond until Trustee shall have received notice in writing to the contrary. 4835-1642-1123.1 Lease Purchase 08 24 Lease Purchase 08 23 entures Requiring Consent of Bondholders. With the consent of the owners of not less than two-thirds of the Bonds then outstanding, Corporation, from time to time and at any time, may amend this Indenture in any manner; provided, however, 4835-1642-1123.1 Lease Purchase 08 22 it of Section 148 of the Code. Corporation shall provide not later than 60 days after the fifth Bond Year and every five years thereafter for payment to the United States of 90% of the amounts required to be paid 4835-1642-1123.1 Lease Purchase 08 13 LED BEFORE THE EXPIRATION _ Omaha-Douglas Civic Center DATE THEREOF,THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, 1819 Fa r n am street, LC 1 BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY r7 Omaha NE 68183-0001 USA OF ANY KIND UPON THE INSURER,ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE JZ ✓l-id 'n t.r,,a 0 W„,,y, . . ACORD 25(2009/01) ©1988-2009 ACORD CORPORATION.All rights reserved® The ACORD name and logo are registered marks of ACORD IN WITNESS WHEREOF, City of Omaha Public Facilities Corporation has caused this Indenture to be executed in its behalf by its President and Secretary and its corporate seal hereunto affixed, and to evidence its acceptance of the trusts hereby created First National Bank of Omaha has caused this Indenture to be executed in its name 'and behalf by duly authorized officers and its official seal to be hereunto affixed, all as of the lst day of December, 2008. [SEAL] CITY OF OMAHA PUBLIC FACILITIES CORPORATION By By President Secretary/Treasurer FIRST NATIONAL BANK OF OMAHA, Trustee By Authorized Officer 4835-1642-1123.1 Lease Purchase 08 26 Lease Purchase 08 3 s were paid, including the Subscriber. 9836-S Rev. 1/01/2004 - 57 - STATE OF NEBRASKA ) ss. COUNTY OF DOUGLAS ) The foregoing instrument was acknowledged before me this day of December, 2008 by KAREN KLEIN, as President, and DONNA WIMAN, as Secretary/Treasurer, of CITY OF OMAHA PUBLIC FACILITIES CORPORATION, a Nebraska nonprofit corporation, on behalf of the corporation. WITNESS my hand and seal this day of December, 2008. Notary Public • 4835-1642-1123.1 Lease Purchase 08 27 ACILITIES CORPORATION By By President Secretary/Treasurer FIRST NATIONAL BANK OF OMAHA, Trustee By Authorized Officer 4835-1642-1123.1 Lease Purchase 08 26 Lease Purchase 08 3 s were paid, including the Subscriber. 9836-S Rev. 1/01/2004 - 57 - STATE OF NEBRASKA ) ) ss. COUNTY OF DOUGLAS ) The foregoing instrument was acknowledged before me this day of December, 2008 by JOHN LENIHAN, as Authorized Officer of FIRST NATIONAL BANK OF OMAHA, a national banking association, on behalf of the bank. WITNESS my hand and seal this day of December, 2008. Notary Public • 4835-1642-1123.1 Lease Purchase 08 28 1 7 ACILITIES CORPORATION By By President Secretary/Treasurer FIRST NATIONAL BANK OF OMAHA, Trustee By Authorized Officer 4835-1642-1123.1 Lease Purchase 08 26 Lease Purchase 08 3 s were paid, including the Subscriber. 9836-S Rev. 1/01/2004 - 57 - EXHIBIT A (FORM OF BOND) Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to City of Omaha Public Facilities Corporation or its agent for registration and transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. UNITED STATES OF AMERICA CITY OF OMAHA PUBLIC FACILITIES CORPORATION LEASE REVENUE BOND (OMAHA LIBRARY AND EQUIPMENT PROJECT) SERIES 2008A No. RA- $ MATURITY INTEREST DATED DATE RATE DATE CUSIP December 1, - % December_, 2008 REGISTERED OWNER: • PRINCIPAL AMOUNT: DOLLARS AND NO CENTS ($ ) KNOW ALL MEN BY THESE PRESENTS that City of Omaha Public Facilities Corporation ("Corporation"), a nonprofit corporation organized under the laws of the State of Nebraska, for value received, promises to pay, but only out of the Bond Fund created under Article V of the Indenture of Trust dated as of December 1, 2008 (the "Indenture") by and between Corporation and First National Bank of Omaha, as trustee ("Trustee"), to the order of the Registered Owner identified above, or registered assigns, on the MaturityDate specified g g g � p above, upon surrender hereof, the Principal Amount specified above, and in like manner to pay interest on said sum from the Dated Date specified above at the Interest Rate per annum specified above (based on a year of 360 days and twelve 30-day months) per annum semiannually on June 1 and December 1 of each year, commencing on June 1, 2009, until said Principal Amount ispaid, except as the provisions hereinafter set forth with respect to P p p of and redemption of this Bond prior to maturitymaybecome applicable hereto. Bothprincipal p pp interest on this Bond are payable in lawful money of the United States of America. Payment of principal shall be made at the principal corporate trust office of Trustee in Omaha, Nebraska or its successor. Payment of interest on any Bond interest payment date shall be made to the Registered Owner hereof as of the Record Date (defined in the Indenture) and shall be paid (i)by check or draft mailed on the Bond interest payment date to the Registered Owner as of the close 4835-1642-1123.1 Lease Purchase 08 her proof desirable. For all purposes of this Indenture and of the proceedings for the enforcement thereof, such persons shall be deemed to continue to be the holder of such Bond until Trustee shall have received notice in writing to the contrary. 4835-1642-1123.1 Lease Purchase 08 24 Lease Purchase 08 23 entures Requiring Consent of Bondholders. With the consent of the owners of not less than two-thirds of the Bonds then outstanding, Corporation, from time to time and at any time, may amend this Indenture in any manner; provided, however, 4835-1642-1123.1 Lease Purchase 08 22 it of Section 148 of the Code. Corporation shall provide not later than 60 days after the fifth Bond Year and every five years thereafter for payment to the United States of 90% of the amounts required to be paid 4835-1642-1123.1 Lease Purchase 08 13 LED BEFORE THE EXPIRATION _ Omaha-Douglas Civic Center DATE THEREOF,THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, 1819 Fa r n am street, LC 1 BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY r7 Omaha NE 68183-0001 USA OF ANY KIND UPON THE INSURER,ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE JZ ✓l-id 'n t.r,,a 0 W„,,y, . . ACORD 25(2009/01) ©1988-2009 ACORD CORPORATION.All rights reserved® The ACORD name and logo are registered marks of ACORD • of business on the Record Date at its address as it appears on the registration books of Corporation kept by Trustee on the Record Date or at such other address as is furnished to Trustee in writing by such Registered Owner not later than the close of business on the Record Date or (ii)by wire transfer to the Registered Owner of $1,000,000 in aggregate principal amount of the Bonds of this series upon written notice by the Registered Owner given to Trustee not later than the close of business on the Record Date. REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS BOND SET FORTH ON THE REVERSE SIDE HEREOF AND SUCH FURTHER PROVISIONS SHALL, FOR ALL PURPOSES, HAVE THE SAME EFFECT AS IF SET FORTH AT THIS PLACE. The Bonds are not a debt of the City of Omaha, Nebraska or a pledge of its faith and credit but, together with interest thereon, are payable solely from the Rental Payments. This Bond shall not be valid for any purpose until the Certificate of Authentication hereon shall have been signed by Trustee. IN WITNESS WHEREOF, Corporation has caused this Bond to be executed in its name by the manual or facsimile signature of its President, to be impressed with its corporate seal and to be attested by the manual or facsimile signature of its Secretary, all as of the Dated Date specified above. (SEAL) CITY OF OMAHA PUBLIC FACILITIES CORPORATION By ATTEST: President By Secretary 4835-1642-1123.1 Lease Purchase 08 A-2 trustee ("Trustee"), to the order of the Registered Owner identified above, or registered assigns, on the MaturityDate specified g g g � p above, upon surrender hereof, the Principal Amount specified above, and in like manner to pay interest on said sum from the Dated Date specified above at the Interest Rate per annum specified above (based on a year of 360 days and twelve 30-day months) per annum semiannually on June 1 and December 1 of each year, commencing on June 1, 2009, until said Principal Amount ispaid, except as the provisions hereinafter set forth with respect to P p p of and redemption of this Bond prior to maturitymaybecome applicable hereto. Bothprincipal p pp interest on this Bond are payable in lawful money of the United States of America. Payment of principal shall be made at the principal corporate trust office of Trustee in Omaha, Nebraska or its successor. Payment of interest on any Bond interest payment date shall be made to the Registered Owner hereof as of the Record Date (defined in the Indenture) and shall be paid (i)by check or draft mailed on the Bond interest payment date to the Registered Owner as of the close 4835-1642-1123.1 Lease Purchase 08 her proof desirable. For all purposes of this Indenture and of the proceedings for the enforcement thereof, such persons shall be deemed to continue to be the holder of such Bond until Trustee shall have received notice in writing to the contrary. 4835-1642-1123.1 Lease Purchase 08 24 Lease Purchase 08 23 entures Requiring Consent of Bondholders. With the consent of the owners of not less than two-thirds of the Bonds then outstanding, Corporation, from time to time and at any time, may amend this Indenture in any manner; provided, however, 4835-1642-1123.1 Lease Purchase 08 22 it of Section 148 of the Code. Corporation shall provide not later than 60 days after the fifth Bond Year and every five years thereafter for payment to the United States of 90% of the amounts required to be paid 4835-1642-1123.1 Lease Purchase 08 13 LED BEFORE THE EXPIRATION _ Omaha-Douglas Civic Center DATE THEREOF,THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, 1819 Fa r n am street, LC 1 BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY r7 Omaha NE 68183-0001 USA OF ANY KIND UPON THE INSURER,ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE JZ ✓l-id 'n t.r,,a 0 W„,,y, . . ACORD 25(2009/01) ©1988-2009 ACORD CORPORATION.All rights reserved® The ACORD name and logo are registered marks of ACORD FORM OF REVERSE OF BOND This Bond is one of an authorized issue of bonds limited to and in the total amount of Dollars and No Cents ($ ) (the "Bonds"). The Bonds are dated as even date and like tenor except as to series, maturity date, redemption provisions and interest rate issued for the purpose of providing funds for the acquisition of certain capital equipment for City and the acquisition, construction, furnishing and equipping of certain public library facilities in Omaha, Nebraska (collectively, the "Project"). The Project has been leased to City under the Lease-Purchase , Agreement dated as of December 1, 2008 (the "Agreement") by and between Corporation, as lessor, and City, as lessee. The principal of and interest on the Bonds are to be paid out of Rental Payments (as that term is defined in the Agreement) payable by City pursuant to the Agreement, which Rental Payments have been assigned to Trustee under the Indenture, under which the Bonds are issued. The provisions of the Indenture, govern the rights of the owners of the Bonds. The Rental Payments are in an amount sufficient to pay the principal of and interest on the Bonds as the same become due. The Bonds maturing after December 1, 20_ are subject to redemption by Corporation from any source, in whole or in part at any time, in such order of maturities as determined by Corporation (and by lot or other random selection method within a maturity) on or after October 15, 2017 at the redemption price of 100% of the principal amount to be redeemed plus accrued interest to the date of redemption. The Bonds maturing on December 1, 20_ and December 1, 20_ are subject to mandatory sinking fund redemption from cash rental sinking fund payments prior to their respective maturity dates, by lot (or other random selection method) selected by the Trustee, at a price of par, without premium, on December 1, in the years and principal amounts set forth below: Principal Principal Year Amount Year Amount $ $ (maturity) (maturity) The Bonds of whatever maturity shall also be subject to redemption, in whole or in part at any time, in the event of damage to or destruction of the Project or the condemnation thereof and the election by City that any proceeds resulting from such damage, destruction or condemnation award shall not be used to rebuild or restore the Project; any such redemption shall be at the principal amount of the Bonds of such series equal to the ratio of the dollar amount of such damage, destruction or condemnation award to the principal amount of the Bonds of such series then Outstanding,without premium,plus accrued interest to the redemption date. 4835-1642-1123.1 Lease Purchase 08 A-3 of the close 4835-1642-1123.1 Lease Purchase 08 her proof desirable. For all purposes of this Indenture and of the proceedings for the enforcement thereof, such persons shall be deemed to continue to be the holder of such Bond until Trustee shall have received notice in writing to the contrary. 4835-1642-1123.1 Lease Purchase 08 24 Lease Purchase 08 23 entures Requiring Consent of Bondholders. With the consent of the owners of not less than two-thirds of the Bonds then outstanding, Corporation, from time to time and at any time, may amend this Indenture in any manner; provided, however, 4835-1642-1123.1 Lease Purchase 08 22 it of Section 148 of the Code. Corporation shall provide not later than 60 days after the fifth Bond Year and every five years thereafter for payment to the United States of 90% of the amounts required to be paid 4835-1642-1123.1 Lease Purchase 08 13 LED BEFORE THE EXPIRATION _ Omaha-Douglas Civic Center DATE THEREOF,THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, 1819 Fa r n am street, LC 1 BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY r7 Omaha NE 68183-0001 USA OF ANY KIND UPON THE INSURER,ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE JZ ✓l-id 'n t.r,,a 0 W„,,y, . . ACORD 25(2009/01) ©1988-2009 ACORD CORPORATION.All rights reserved® The ACORD name and logo are registered marks of ACORD If a Bond in book-entry-only form is to be called for redemption, notice will be mailed to the Depository not less than 30 days nor more than 60 days prior to the redemption date. If a Bond not in book-entry-only form is to be called for redemption, notice will be given by mailing a copy of the redemption notice by first class mail not less than 30 days prior to the date fixed for redemption to the registered owner of each Bond to be redeemed at the address shown on the registration books of Corporation kept by Trustee. All maturities of the Bonds so called for redemption will cease to bear interest after the specified redemption date, provided funds for their redemption are on deposit at the place of payment at that time. This Bond is transferable by the registered owner hereof by execution of an assignment in the form appearing on this Bond, and upon delivery of this Bond and completed assignment to Trustee, but subject to the limitations imposed by law and upon payment of all charges incurred by Corporation and Trustee. 4835-1642-1123.1 Lease Purchase 08 A-4 Rental Payments are in an amount sufficient to pay the principal of and interest on the Bonds as the same become due. The Bonds maturing after December 1, 20_ are subject to redemption by Corporation from any source, in whole or in part at any time, in such order of maturities as determined by Corporation (and by lot or other random selection method within a maturity) on or after October 15, 2017 at the redemption price of 100% of the principal amount to be redeemed plus accrued interest to the date of redemption. The Bonds maturing on December 1, 20_ and December 1, 20_ are subject to mandatory sinking fund redemption from cash rental sinking fund payments prior to their respective maturity dates, by lot (or other random selection method) selected by the Trustee, at a price of par, without premium, on December 1, in the years and principal amounts set forth below: Principal Principal Year Amount Year Amount $ $ (maturity) (maturity) The Bonds of whatever maturity shall also be subject to redemption, in whole or in part at any time, in the event of damage to or destruction of the Project or the condemnation thereof and the election by City that any proceeds resulting from such damage, destruction or condemnation award shall not be used to rebuild or restore the Project; any such redemption shall be at the principal amount of the Bonds of such series equal to the ratio of the dollar amount of such damage, destruction or condemnation award to the principal amount of the Bonds of such series then Outstanding,without premium,plus accrued interest to the redemption date. 4835-1642-1123.1 Lease Purchase 08 A-3 of the close 4835-1642-1123.1 Lease Purchase 08 her proof desirable. For all purposes of this Indenture and of the proceedings for the enforcement thereof, such persons shall be deemed to continue to be the holder of such Bond until Trustee shall have received notice in writing to the contrary. 4835-1642-1123.1 Lease Purchase 08 24 Lease Purchase 08 23 entures Requiring Consent of Bondholders. With the consent of the owners of not less than two-thirds of the Bonds then outstanding, Corporation, from time to time and at any time, may amend this Indenture in any manner; provided, however, 4835-1642-1123.1 Lease Purchase 08 22 it of Section 148 of the Code. Corporation shall provide not later than 60 days after the fifth Bond Year and every five years thereafter for payment to the United States of 90% of the amounts required to be paid 4835-1642-1123.1 Lease Purchase 08 13 LED BEFORE THE EXPIRATION _ Omaha-Douglas Civic Center DATE THEREOF,THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, 1819 Fa r n am street, LC 1 BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY r7 Omaha NE 68183-0001 USA OF ANY KIND UPON THE INSURER,ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE JZ ✓l-id 'n t.r,,a 0 W„,,y, . . ACORD 25(2009/01) ©1988-2009 ACORD CORPORATION.All rights reserved® The ACORD name and logo are registered marks of ACORD TRUSTEE'S CERTIFICATE OF AUTHENTICATION This Bond is a bond of the issue of Bonds designated herein and issued under the provisions of the within-mentioned Indenture. Date: FIRST NATIONAL BANK OF OMAHA, Trustee By Authorized Officer 4835-1642-1123.1 Lease Purchase 08 A-5 Notary Public • 4835-1642-1123.1 Lease Purchase 08 28 1 7 ACILITIES CORPORATION By By President Secretary/Treasurer FIRST NATIONAL BANK OF OMAHA, Trustee By Authorized Officer 4835-1642-1123.1 Lease Purchase 08 26 Lease Purchase 08 3 s were paid, including the Subscriber. 9836-S Rev. 1/01/2004 - 57 - FORM OF ASSIGNMENT FOR VALUE RECEIVED, , the undersigned, hereby sells, assigns and transfers unto (Tax Identification or Social Security No. ) the within-mentioned Bond and all rights thereunder, and hereby irrevocably constitutes and appoints , attorney, to transfer the within Bond on the books kept for registration thereof, with full power of substitution in the premises. Dated: Registered Owner NOTICE: The signature to this assignment must correspond with the name as written on the face of the within bond in every particular, without alteration or enlargement or any change whatsoever. Signature Guaranteed: NOTICE: Signature(s) must be guaranteed by a financial institution that is a member of the Securities Transfer Agent Medallion Program ("STAMP"), the Stock Exchange Medallion Program ("SEMP"), the New York Stock Exchange, Inc. Medallion Signature Program ("MSP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, SEMP or MSP, all in accordance with the Securities Exchange Act of 1934, as amended. 4835-1642-1123.1 Lease Purchase 08 A-6 of maturities as determined by Corporation (and by lot or other random selection method within a maturity) on or after October 15, 2017 at the redemption price of 100% of the principal amount to be redeemed plus accrued interest to the date of redemption. The Bonds maturing on December 1, 20_ and December 1, 20_ are subject to mandatory sinking fund redemption from cash rental sinking fund payments prior to their respective maturity dates, by lot (or other random selection method) selected by the Trustee, at a price of par, without premium, on December 1, in the years and principal amounts set forth below: Principal Principal Year Amount Year Amount $ $ (maturity) (maturity) The Bonds of whatever maturity shall also be subject to redemption, in whole or in part at any time, in the event of damage to or destruction of the Project or the condemnation thereof and the election by City that any proceeds resulting from such damage, destruction or condemnation award shall not be used to rebuild or restore the Project; any such redemption shall be at the principal amount of the Bonds of such series equal to the ratio of the dollar amount of such damage, destruction or condemnation award to the principal amount of the Bonds of such series then Outstanding,without premium,plus accrued interest to the redemption date. 4835-1642-1123.1 Lease Purchase 08 A-3 of the close 4835-1642-1123.1 Lease Purchase 08 her proof desirable. For all purposes of this Indenture and of the proceedings for the enforcement thereof, such persons shall be deemed to continue to be the holder of such Bond until Trustee shall have received notice in writing to the contrary. 4835-1642-1123.1 Lease Purchase 08 24 Lease Purchase 08 23 entures Requiring Consent of Bondholders. With the consent of the owners of not less than two-thirds of the Bonds then outstanding, Corporation, from time to time and at any time, may amend this Indenture in any manner; provided, however, 4835-1642-1123.1 Lease Purchase 08 22 it of Section 148 of the Code. Corporation shall provide not later than 60 days after the fifth Bond Year and every five years thereafter for payment to the United States of 90% of the amounts required to be paid 4835-1642-1123.1 Lease Purchase 08 13 LED BEFORE THE EXPIRATION _ Omaha-Douglas Civic Center DATE THEREOF,THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, 1819 Fa r n am street, LC 1 BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY r7 Omaha NE 68183-0001 USA OF ANY KIND UPON THE INSURER,ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE JZ ✓l-id 'n t.r,,a 0 W„,,y, . . ACORD 25(2009/01) ©1988-2009 ACORD CORPORATION.All rights reserved® The ACORD name and logo are registered marks of ACORD EXHIBIT B FORM OF REQUISITION Requisition No. • REQUISITION FROM ACQUISITION FUND FOR CITY OF OMAHA PUBLIC FACILITIES CORPORATION LEASE REVENUE BONDS SERIES 2008[A][B][C] TO: First National Bank of Omaha, Trustee FROM: City of Omaha Public Facilities Corporation Pursuant to Section 6.03 of the Indenture of Trust (the "Indenture") dated as of December 1, 2008 by and between City of Omaha Public Facilities Corporation ("Corporation") and you, you are hereby directed to disburse from the Acquisition Fund referred to in the Indenture (the"Acquisition Fund")the amount indicated below. 1. The name and address of the person, firm or corporation to whom payment is due: 2. [Costs of Issuance] [Subaccount of] [Acquisition Fund] (encircle one): Amount to be disbursed from said Subaccount: $ Previous disbursements Cumulative disbursements after this requisition $ 3. The disbursement herein requested is for expenses properly incurred, pursuant to Section 6.02 of the Indenture, and is a proper charge against the Acquisition Fund or Costs of Issuance Subaccount of the Acquisition Fund and has not been the basis of any previous disbursement. 4. A bill or bills or other evidence of each such obligation of Corporation is hereby attached. Dated this day of , 20 CITY OF OMAHA PUBLIC FACILITIES CORPORATION By Name Title 4835-1642-1123.1 Lease Purchase 08 he date of redemption. The Bonds maturing on December 1, 20_ and December 1, 20_ are subject to mandatory sinking fund redemption from cash rental sinking fund payments prior to their respective maturity dates, by lot (or other random selection method) selected by the Trustee, at a price of par, without premium, on December 1, in the years and principal amounts set forth below: Principal Principal Year Amount Year Amount $ $ (maturity) (maturity) The Bonds of whatever maturity shall also be subject to redemption, in whole or in part at any time, in the event of damage to or destruction of the Project or the condemnation thereof and the election by City that any proceeds resulting from such damage, destruction or condemnation award shall not be used to rebuild or restore the Project; any such redemption shall be at the principal amount of the Bonds of such series equal to the ratio of the dollar amount of such damage, destruction or condemnation award to the principal amount of the Bonds of such series then Outstanding,without premium,plus accrued interest to the redemption date. 4835-1642-1123.1 Lease Purchase 08 A-3 of the close 4835-1642-1123.1 Lease Purchase 08 her proof desirable. For all purposes of this Indenture and of the proceedings for the enforcement thereof, such persons shall be deemed to continue to be the holder of such Bond until Trustee shall have received notice in writing to the contrary. 4835-1642-1123.1 Lease Purchase 08 24 Lease Purchase 08 23 entures Requiring Consent of Bondholders. With the consent of the owners of not less than two-thirds of the Bonds then outstanding, Corporation, from time to time and at any time, may amend this Indenture in any manner; provided, however, 4835-1642-1123.1 Lease Purchase 08 22 it of Section 148 of the Code. Corporation shall provide not later than 60 days after the fifth Bond Year and every five years thereafter for payment to the United States of 90% of the amounts required to be paid 4835-1642-1123.1 Lease Purchase 08 13 LED BEFORE THE EXPIRATION _ Omaha-Douglas Civic Center DATE THEREOF,THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, 1819 Fa r n am street, LC 1 BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY r7 Omaha NE 68183-0001 USA OF ANY KIND UPON THE INSURER,ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE JZ ✓l-id 'n t.r,,a 0 W„,,y, . . ACORD 25(2009/01) ©1988-2009 ACORD CORPORATION.All rights reserved® The ACORD name and logo are registered marks of ACORD EXHIBIT E KUTAK ROCK LLP DRAFT 10/14/08 •o fd U CID'O 0• PRELIMINARY OFFICIAL STATEMENT DATED NOVEMBER ,2008 O• g c .�; NEW ISSUE RATINGS: Moody's:" " BOOK-ENTRY-ONLY Standard&Poor's:" " o (See"RATINGS"herein) In the opinion of Bond Counsel, under existing laws, regulations, rulings and judicial decisions, interest on the Bonds is excluded from $o gross income of the owners thereof for federal income tax purposes and is not an item of tax preference for purposes of the federal co „ alternative minimum tax imposed on individuals and corporations, except that such interest must be included in the "adjusted current "E.-a earnings" of certain corporations for purposes of calculating alternative minimum taxable income. Bond Counsel also is of the opinion • gthat, under existing laws of the State of Nebraska, interest on the Bonds is exempt from Nebraska state income taxation as long as it is ., exempt for purposes of the federal income tax. See `LEGAL MATTERS—Tax Exemption"herein. • 0 $7,250,000* CITY OF OMAHA PUBLIC FACILITIES CORPORATION s LEASE REVENUE BONDS 0 (OMAHA LIBRARY AND EQUIPMENT PROJECT) SERIES 2008A °c o Dated: Date of Delivery Due: December 1,as shown below o o The Bonds(collectively,the`Bonds")are issuable in fully registered form in the denominations of$5,000 and integral multiples a thereof. Interest is payable semiannually on June 1 and December 1 of each year, commencing June 1,2009, by check, draft or wire on coo each interest payment date to the registered owner as of the applicable record date as shown on the books of registration of the City of = Omaha Public Facilities Corporation,a Nebraska nonprofit corporation(the"Corporation"),maintained by First National Bank of Omaha, E'a"• . as Trustee and Paying Agent. Principal of the Bonds is payable upon presentation and surrender of such Bonds at the principal corporate y s.6" office of the Trustee in Omaha, Nebraska. The Bonds are subject to optional redemption, mandatory sinking fund redemption and ;2 extraordinary optional redemption prior to maturity,as more fully set forth herein. • oThe Bonds initially will be registered in the name of Cede& Co., as nominee for The Depository Trust Company, New York, — New York("DTC"), which will act as securities depository for the Bonds. Purchases of the Bonds may be made only in book-entry form ° in authorized denominations by credit to participating broker-dealers and other institutions on the books of DTC as described herein. Purchasers will not receive certificates evidencing the Bonds. Principal of,premium,if any,and interest on the Bonds will be payable by L, the Paying Agent directly to DTC as the registered owner thereof. Disbursement of such payments to the DTC Participants is the g U responsibility of DTC, and disbursement of such payments to the beneficial owners is the responsibility of the DTC Participants and the _ „ N Indirect Participants,as more fully described herein. Any purchaser of a beneficial interest in the Bonds must maintain an account with a o. L broker or dealer who is, or acts through, a DTC Participant to receive payment of the principal of, premium, if any, and interest on such o• c Bonds. See"THE BONDS—Book-Entry-Only System"herein. • The Bonds are being issued to provide funds for the Corporation to pay all or a portion of the costs of acquiring certain capital S E o equipment for the City of Omaha,Nebraska, and acquiring, constructing, furnishing and equipping improvements to such City's public o Y library facilities in Omaha,Nebraska. V] MATURITY SCHEDULE 7 U 0- c (On Reverse of Cover Page) c0 ?•o The Bonds are being issued pursuant to the provisions of an Indenture of Trust dated as of December 1,2008 by and between the __ V. Corporation and the Trustee. THE BONDS ARE NOT A DEBT OF THE CITY OF OMAHA,NEBRASKA, OR A PLEDGE OF ITS -2 II,' FAITH AND CREDIT. THE BONDS ARE PAYABLE SOLELY FROM THE CASH RENTALS TO BE PAID BY SUCH CITY a G 2 o UNDER THE LEASE-PURCHASE AGREEMENT DATED AS OF DECEMBER 1,2008 BY AND BETWEEN THE CORPORATION ra,d ti " AND THE CITY. =o'4.o • o. This cover page contains information for convenient reference only. It is not a summary of the Bonds. Investors must read the .8 i entire Official Statement to obtain information essential and material to the making of an informed investment decision. Ec The Bonds are being offered when,as and if issued by the Corporation and accepted by the Underwriter, subject to the approval c Enof legality of the Bonds by Kutak Rock LLP,Bond Counsel, and to certain other conditions. Certain matters will be passed upon for the CD • E t Underwriter by its counsel, Kutak Rock LLP. It is expected that delivery of the Bonds will be made on or about December_, 2008 at 3 DTC against payment therefor. n-r .6) o DAVIDSON Y D A.Davidson & Co. CID"7 =p COMPANIES • C :9 member SIPC ew o O 2 Dated: November ,2008 .S o ? `Preliminary;subject to change. x4824-6076-7747.2 E.• 3 Omaha Lease Purchase 08 MATURITY SCHEDULE $7,250,000' City of Omaha Public Facilities Corporation Lease Revenue Bonds (Omaha Library and Equipment Project) Series 2008A Term Bond Maturity Date Principal Interest CUSIP (December 1) Amount Rate Yield Price 681785 $ $ %Term Bonds Due December 1,20 to Yield %-CUSIP: 681785 . $ %Term Bonds Due December 1,20 to Yield %-CUSIP: 681785 (Accrued Interest,If Any,To Be Added) 'Preliminary;subject to change. • 4824-6076-7747.2 Omaha Lease Purchase 08 F OMAHA, Trustee By Authorized Officer 4835-1642-1123.1 Lease Purchase 08 26 Lease Purchase 08 3 s were paid, including the Subscriber. 9836-S Rev. 1/01/2004 - 57 - No dealer, broker, salesperson or other person has been authorized by the City, the Corporations or the Underwriter to give any information or to make any representations in connection with the Bonds or the matters described herein, other than those contained in this Official Statement, and, if given or made, such other information or representations must be relied upon as having been authorized by the City, the Corporation or the Underwriter. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the Bonds by any person in any jurisdiction in which it is unlawful for such person to make such offer, solicitation or sale. 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 matters described herein since the date hereof. This Official Statement is submitted in connection with the sale of the Bonds referred to herein and may not be reproduced or used, in whole or in part, for any other purpose. The Underwriter may offer and sell Bonds to certain dealers and others at prices lower than the offering prices stated on the cover page hereof. The offering prices may be changed from time to time by the original purchasers. TABLE OF CONTENTS INTRODUCTION 1 CONTINUING DISCLOSURE 13 THE CORPORATION 1 LITIGATION 13 THE PROJECTS 2 LEGAL MATTERS 13 SOURCES AND USES OF FUNDS 2 Tax Exemption 13 SECURITY FOR THE BONDS 2 Original Issue Discount 14 General 2 Original Issue Premium 15 Revision of State Property Tax Future Legislation 15 System 3 RATINGS 15 Prospective Financial FINANCIAL STATEMENTS 16 Commitments by the City 4 MISCELLANEOUS 16 THE BONDS 4 Description of the Bonds 4 APPENDIX A—City of Omaha—Selected Economic Place of Payment 4 Indicators Book-Entry Only System 5 APPENDIX B—City of Omaha—Financial Optional Redemption 7 Information Part One—Selected Sinking Fund Redemption 8 City of Omaha Financial Extraordinary Optional Information Redemption 8 Part Two—Independent Auditors' Additional Bonds 8 Report and General Purpose Refunding Bonds 9 Financial Statements THE LEASE 9 APPENDIX C—Form of Continuing Disclosure THE AGREEMENT 9 Letter Agreement THE INDENTURE 11 APPENDIX D—Form of Opinion of Bond Counsel UNDERWRITING 12 IN CONNECTION WITH ITS REOFFERING OF THE BONDS, THE UNDERWRITER OF THE BONDS MAY OVERALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN MARKET PRICES OF THE BONDS AT LEVELS ABOVE THOSE WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED,MAY BE DISCONTINUED AT ANY TIME. • 4824-6076-7747.2 Omaha Lease Purchase 08 gh, a DTC Participant to receive payment of the principal of, premium, if any, and interest on such o• c Bonds. See"THE BONDS—Book-Entry-Only System"herein. • The Bonds are being issued to provide funds for the Corporation to pay all or a portion of the costs of acquiring certain capital S E o equipment for the City of Omaha,Nebraska, and acquiring, constructing, furnishing and equipping improvements to such City's public o Y library facilities in Omaha,Nebraska. V] MATURITY SCHEDULE 7 U 0- c (On Reverse of Cover Page) c0 ?•o The Bonds are being issued pursuant to the provisions of an Indenture of Trust dated as of December 1,2008 by and between the __ V. Corporation and the Trustee. THE BONDS ARE NOT A DEBT OF THE CITY OF OMAHA,NEBRASKA, OR A PLEDGE OF ITS -2 II,' FAITH AND CREDIT. THE BONDS ARE PAYABLE SOLELY FROM THE CASH RENTALS TO BE PAID BY SUCH CITY a G 2 o UNDER THE LEASE-PURCHASE AGREEMENT DATED AS OF DECEMBER 1,2008 BY AND BETWEEN THE CORPORATION ra,d ti " AND THE CITY. =o'4.o • o. This cover page contains information for convenient reference only. It is not a summary of the Bonds. Investors must read the .8 i entire Official Statement to obtain information essential and material to the making of an informed investment decision. Ec The Bonds are being offered when,as and if issued by the Corporation and accepted by the Underwriter, subject to the approval c Enof legality of the Bonds by Kutak Rock LLP,Bond Counsel, and to certain other conditions. Certain matters will be passed upon for the CD • E t Underwriter by its counsel, Kutak Rock LLP. It is expected that delivery of the Bonds will be made on or about December_, 2008 at 3 DTC against payment therefor. n-r .6) o DAVIDSON Y D A.Davidson & Co. CID"7 =p COMPANIES • C :9 member SIPC ew o O 2 Dated: November ,2008 .S o ? `Preliminary;subject to change. x4824-6076-7747.2 E.• 3 Omaha Lease Purchase 08 OFFICIAL STATEMENT $7,250,000. CITY OF OMAHA PUBLIC FACILITIES CORPORATION LEASE REVENUE BONDS (OMAHA LIBRARY AND EQUIPMENT PROJECT) SERIES 2008A INTRODUCTION This Official Statement and the cover page and reverse cover page (excluding prices) are furnished in connection with the offering by the City of Omaha Public Facilities Corporation, a nonprofit corporation organized under the laws of the State of Nebraska (the "Corporation"), of $7,250,000* aggregate principal amount of its Lease Revenue Bonds (Omaha Library and Equipment Project) Series 2008A (the "Bonds"). The Bonds are to be issued pursuant to an Indenture of Trust (the "Indenture") dated as of December 1, 2008 by and between the Corporation and First National Bank of Omaha, as trustee and paying agent(the"Trustee"). The proceeds of the Bonds will be provided to the Trustee for deposit in an Acquisition Fund pursuant to the Indenture and used to finance on behalf of the City of Omaha,Nebraska(the"City")all or a portion of the costs of (i)the acquisition, construction, furnishing and equipping of capital improvements for certain library facilities located at the Saddlebrook School Library and Community Center, a City-owned public library facility (the "Library Project"), and(ii)the acquisition of two police helicopters and a compost grinding machine (the Project Equipment" and, collectively with the Library Project,the"Projects"). The Bonds will be secured by the pledge of the cash rentals payable by the City under. a Lease-Purchase Agreement (the "Agreement") dated as of December 1, 2008 by and between the Corporation and the City, and assigned by such Corporation to the Trustee under the Indenture. The Trustee will receive such cash rentals and act as Paying Agent for the Bonds. The Corporation previously has issued and there remain outstanding$ , aggregate principal amount of lease revenue bonds on behalf of the City. The Bonds are issued on a parity with such outstanding bonds (collectively, the "Parity Bonds"). Other nonprofit corporations previously have issued lease revenue bonds on behalf of the City, of which bonds $ aggregate principal amount remains outstanding. SEE "EXISTING LEASE-PURCHASE OBLIGATIONS" and "SECURITY FOR THE BONDS—General." THE CORPORATION The Corporation was incorporated on May 20, 2005 under the Nebraska Nonprofit Corporation Act, Sections 21-1901 —21-1991, R.R.S. Neb. 1997, as amended. The only purpose for which the Corporation was organized is to assist the City with the acquisition, construction, furnishing and equipping of public facilities. The Corporation has three directors,who serve without compensation. Their names and principal occupations are as follows: *Preliminary;subject to change. 4824-6076-7747.2 Omaha Lease Purchase 08 WHICH STABILIZE OR MAINTAIN MARKET PRICES OF THE BONDS AT LEVELS ABOVE THOSE WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED,MAY BE DISCONTINUED AT ANY TIME. • 4824-6076-7747.2 Omaha Lease Purchase 08 gh, a DTC Participant to receive payment of the principal of, premium, if any, and interest on such o• c Bonds. See"THE BONDS—Book-Entry-Only System"herein. • The Bonds are being issued to provide funds for the Corporation to pay all or a portion of the costs of acquiring certain capital S E o equipment for the City of Omaha,Nebraska, and acquiring, constructing, furnishing and equipping improvements to such City's public o Y library facilities in Omaha,Nebraska. V] MATURITY SCHEDULE 7 U 0- c (On Reverse of Cover Page) c0 ?•o The Bonds are being issued pursuant to the provisions of an Indenture of Trust dated as of December 1,2008 by and between the __ V. Corporation and the Trustee. THE BONDS ARE NOT A DEBT OF THE CITY OF OMAHA,NEBRASKA, OR A PLEDGE OF ITS -2 II,' FAITH AND CREDIT. THE BONDS ARE PAYABLE SOLELY FROM THE CASH RENTALS TO BE PAID BY SUCH CITY a G 2 o UNDER THE LEASE-PURCHASE AGREEMENT DATED AS OF DECEMBER 1,2008 BY AND BETWEEN THE CORPORATION ra,d ti " AND THE CITY. =o'4.o • o. This cover page contains information for convenient reference only. It is not a summary of the Bonds. Investors must read the .8 i entire Official Statement to obtain information essential and material to the making of an informed investment decision. Ec The Bonds are being offered when,as and if issued by the Corporation and accepted by the Underwriter, subject to the approval c Enof legality of the Bonds by Kutak Rock LLP,Bond Counsel, and to certain other conditions. Certain matters will be passed upon for the CD • E t Underwriter by its counsel, Kutak Rock LLP. It is expected that delivery of the Bonds will be made on or about December_, 2008 at 3 DTC against payment therefor. n-r .6) o DAVIDSON Y D A.Davidson & Co. CID"7 =p COMPANIES • C :9 member SIPC ew o O 2 Dated: November ,2008 .S o ? `Preliminary;subject to change. x4824-6076-7747.2 E.• 3 Omaha Lease Purchase 08 Name and Office Occupation Karen Klein,President City Planner, City of Omaha Planning Department Kimberly Hannan,Vice President Manager of the Recreation Division, City of Omaha Parks Department Donna Wiman, Secretary/Treasurer Manager of the Budget and Accounting Division, City of Omaha Finance Department The directors hold office until death or resignation, in which case the City may designate a successor, but if the City does not designate a successor within 30 days after the death or resignation,the remaining directors shall appoint a successor. THE PROJECTS The Corporation will use the proceeds of the Bonds to pay (or reimburse itself for the payment of)all or a portion of the costs of acquiring, constructing, furnishing and equipping the Projects on behalf of the City and the issuance costs of the Bonds. The City will lease the site of the Library Project to the Corporation pursuant to a Site Lease Agreement (the "Lease") dated as of December 1, 2008 by and between the City and the Corporation. The term of the Lease extends to the final maturity date of the Bonds. The City will sell the Project Equipment to the Corporation by Bill of Sale dated the date of delivery of the Bonds. SOURCES AND USES OF FUNDS Following are the aggregate sources and uses of the Bond proceeds (net of accrued interest, if any): Sources of Funds Bond Proceeds $ Net Original Issue Discount ( ) Total $ Uses of Funds Acquisition Fund Deposit $ Underwriter's Discount and Costs of Issuance Total $ EXISTING LEASE-PURCHASE OBLIGATIONS The City previously has incurred lease-purchase obligations in addition to those relating to the Bonds and the Parity Bonds in conjunction with the issuance by several nonprofit corporations similar to the Corporation of lease revenue bonds for the acquisition of real and personal property on behalf of the City. See "LONG-TERM CONTRACTUAL AGREEMENTS" in Appendix B. Such lease revenue bonds, exclusive of the Bonds and the.Parity Bonds, are outstanding in the aggregate principal amount of $ and have a final stated maturity of . In conjunction with such lease revenue bonds and related projects, the City, as lessor, and each related corporation, as lessee, entered into site 4824-6076-7747.2 Omaha Lease Purchase 08 2 braska Nonprofit Corporation Act, Sections 21-1901 —21-1991, R.R.S. Neb. 1997, as amended. The only purpose for which the Corporation was organized is to assist the City with the acquisition, construction, furnishing and equipping of public facilities. The Corporation has three directors,who serve without compensation. Their names and principal occupations are as follows: *Preliminary;subject to change. 4824-6076-7747.2 Omaha Lease Purchase 08 WHICH STABILIZE OR MAINTAIN MARKET PRICES OF THE BONDS AT LEVELS ABOVE THOSE WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED,MAY BE DISCONTINUED AT ANY TIME. • 4824-6076-7747.2 Omaha Lease Purchase 08 gh, a DTC Participant to receive payment of the principal of, premium, if any, and interest on such o• c Bonds. See"THE BONDS—Book-Entry-Only System"herein. • The Bonds are being issued to provide funds for the Corporation to pay all or a portion of the costs of acquiring certain capital S E o equipment for the City of Omaha,Nebraska, and acquiring, constructing, furnishing and equipping improvements to such City's public o Y library facilities in Omaha,Nebraska. V] MATURITY SCHEDULE 7 U 0- c (On Reverse of Cover Page) c0 ?•o The Bonds are being issued pursuant to the provisions of an Indenture of Trust dated as of December 1,2008 by and between the __ V. Corporation and the Trustee. THE BONDS ARE NOT A DEBT OF THE CITY OF OMAHA,NEBRASKA, OR A PLEDGE OF ITS -2 II,' FAITH AND CREDIT. THE BONDS ARE PAYABLE SOLELY FROM THE CASH RENTALS TO BE PAID BY SUCH CITY a G 2 o UNDER THE LEASE-PURCHASE AGREEMENT DATED AS OF DECEMBER 1,2008 BY AND BETWEEN THE CORPORATION ra,d ti " AND THE CITY. =o'4.o • o. This cover page contains information for convenient reference only. It is not a summary of the Bonds. Investors must read the .8 i entire Official Statement to obtain information essential and material to the making of an informed investment decision. Ec The Bonds are being offered when,as and if issued by the Corporation and accepted by the Underwriter, subject to the approval c Enof legality of the Bonds by Kutak Rock LLP,Bond Counsel, and to certain other conditions. Certain matters will be passed upon for the CD • E t Underwriter by its counsel, Kutak Rock LLP. It is expected that delivery of the Bonds will be made on or about December_, 2008 at 3 DTC against payment therefor. n-r .6) o DAVIDSON Y D A.Davidson & Co. CID"7 =p COMPANIES • C :9 member SIPC ew o O 2 Dated: November ,2008 .S o ? `Preliminary;subject to change. x4824-6076-7747.2 E.• 3 Omaha Lease Purchase 08 lease agreements, and each such corporation,as lessor,and the City, as lessee,entered into lease-purchase agreements(collectively,the"Outstanding Leases"). The Corporation was incorporated to consolidate into a single entity the functions hitherto performed on behalf of the City by the aforesaid nonprofit corporations. With the exception of refunding bonds, the City does not plan to request any such corporation to issue to any additional lease revenue bonds on behalf of the City. The Outstanding Leases and the corresponding indentures of trust contain substantially identical provisions as those in the Lease, the Agreement and the Indenture summarized herein under "THE LEASE," "THE AGREEMENT" and "THE INDENTURE," respectively. The obligations of the City under the Outstanding Leases are general obligations of the City payable from the City's General Fund without preference or priority over the City's obligation under the Agreement with respect to the Bonds. See"SECURITY FOR THE BONDS—General." In the event,however, of a payment default by the City under an Outstanding Lease, and the exercise by the trustee for the related lease revenue bonds, as the case may be, of the remedy of sale, lease or taking over the operation of the project as described under "THE INDENTURE—Default Remedies" or by such nonprofit corporation of the remedy of taking possession of the project described under "THE AGREEMENT—Default," the net proceeds of a sale, lease or operation by the trustee or such corporation of the related project would accrue to the benefit of the holders of such lease revenue bonds, ahead of the holders of the Bonds. Notwithstanding the foregoing, no such occurrence would relieve the City of its unconditional obligation to the Corporation to pay the cash rentals due under the Agreement. SECURITY FOR THE BONDS General The Corporation and the City have entered into the Agreement whereby the Corporation has leased the Library Project and the Project Equipment to the City for the period ending not later than the final maturity date of the Bonds. Under the Agreement, the City is obligated to pay, semiannually, cash rentals equal in amount to the principal of and interest on the Bonds, which cash rental payments will be due in such amounts and at such times as to provide sufficient funds to meet the principal and interest payments on the Bonds as the same become due. The City is also obligated to provide insurance and pay any taxes, maintenance expenses and other miscellaneous expenses so that the cash rentals are net to the Corporation. See"THE AGREEMENT." The cash rentals due from the City will be assigned to and received by the Trustee for payment of principal of and interest on the Bonds. Under Section 5.17 of the Home Rule Charter of the City of Omaha, 1956, as amended(the "City Charter"), the City is specifically authorized to enter into lease-purchase agreements, and, under Section 5.27 of the City Charter, the amount of any such lease-purchase agreement is not chargeable against the City's debt limit. See"APPENDIX B—LONG-TERM CONTRACTUAL AGREEMENTS." The City's obligation under the Agreement is a general obligation of the City payable from the City's General Fund each year of the lease-purchase term on the same basis as operating expenses and other contractual obligations of the City. The Agreement is an unconditional obligation of the City and is not subject to annual renewal. The City is required to annually include in its General Fund budget appropriations for paying the lease-purchase obligation. See "LONG—TERM CONTRACTUAL AGREEMENTS"in Appendix B. The City's primary sources of General Fund revenues are: 4824-6076-7747.2 Omaha Lease Purchase 08 3 (On Reverse of Cover Page) c0 ?•o The Bonds are being issued pursuant to the provisions of an Indenture of Trust dated as of December 1,2008 by and between the __ V. Corporation and the Trustee. THE BONDS ARE NOT A DEBT OF THE CITY OF OMAHA,NEBRASKA, OR A PLEDGE OF ITS -2 II,' FAITH AND CREDIT. THE BONDS ARE PAYABLE SOLELY FROM THE CASH RENTALS TO BE PAID BY SUCH CITY a G 2 o UNDER THE LEASE-PURCHASE AGREEMENT DATED AS OF DECEMBER 1,2008 BY AND BETWEEN THE CORPORATION ra,d ti " AND THE CITY. =o'4.o • o. This cover page contains information for convenient reference only. It is not a summary of the Bonds. Investors must read the .8 i entire Official Statement to obtain information essential and material to the making of an informed investment decision. Ec The Bonds are being offered when,as and if issued by the Corporation and accepted by the Underwriter, subject to the approval c Enof legality of the Bonds by Kutak Rock LLP,Bond Counsel, and to certain other conditions. Certain matters will be passed upon for the CD • E t Underwriter by its counsel, Kutak Rock LLP. It is expected that delivery of the Bonds will be made on or about December_, 2008 at 3 DTC against payment therefor. n-r .6) o DAVIDSON Y D A.Davidson & Co. CID"7 =p COMPANIES • C :9 member SIPC ew o O 2 Dated: November ,2008 .S o ? `Preliminary;subject to change. x4824-6076-7747.2 E.• 3 Omaha Lease Purchase 08 A general property tax not exceeding$.6125 per$100 of actual taxable value plus certain other amounts more fully described under the caption "AUTHORITY TO LEVY TAXES" in Appendix B hereto. A city sales and use tax of 1%2%. See the captions "CITY OF OMAHA GENERAL FUND" and "AUTHORITY TO LEVY TAXES"in Appendix B for further details on the City's sources of revenue. The Bonds are payable from and secured solely by the cash rentals to be paid by the City under the Agreement. With respect to the Bonds, the Corporation has no assets other than the related Projects, or revenues other than such cash rentals. Section 13 of the Agreement contains the following provision: City agrees that no delay, failure or insufficiency, for any reason whatsoever(including, in particular, but without limitation, an insufficiency in the amount of Bond proceeds to pay the cost of financing or refinancing the Projects), in the acquisition, construction or operation of the Projects or the refinancing thereof, or any part thereof, shall entitle City to terminate this Agreement or operate in any way to suspend, abate or reduce the Rental Payments due or to become due under the terms of. . .this Agreement. Revision of State Property Tax System The State of Nebraska's system of assessing and taxing personal property for purposes of local ad valorem taxation for support of local political subdivisions, including the City, has been the subject in recent years of constitutional amendment, legislation and litigation the result of which has been to substantially resolve certain challenges to the validity of the tax system. Governmental units in Nebraska may not adopt budgets for fiscal years beginning on or after • July 1, 1998, in excess of 102.5% of the prior fiscal year's budget plus allowable growth(which includes increases in taxable valuation for such things as new construction and annexations). However, such budgetary limitations do not apply to, among other things, revenue pledged to retire bonded indebtedness or budgeted for capital improvements. Governmental units may exceed the budget limit for a given fiscal year by up to an additional 1%upon the affirmative vote of at least 75% of the governing body or in such amount as is approved by a majority vote of the electorate. Effective July 1, 1998, the property tax levies of incorporated cities and villages, such as the City, are limited to a maximum of 450/$100 of taxable valuation (plus an additional 50/$100 to pay the municipality's share of revenue required under interlocal agreements). The levy limit does not apply to levies for preexisting lease-purchase contracts approved prior to July 1, 1998, to bonded indebtedness approved according to law and secured by a levy on property and to pay judgments. The Agreement was approved after July 1, 1998, and the City's levy limit does apply to its obligation under the Agreement. The City's 2009 General Fund levy, exclusive of such unlimited levies, is ¢/$100 of taxable valuation. A political subdivision may exceed its levy limitation for a period of up to five years by majority vote of the electorate. There can be no assurance that Nebraska's system of assessing and taxing real and personal roe will remain substantiallyunchanged, given the possibilityof additional legislation, constitutional property rtY g g initiatives and referendums and litigation. Such changes could materially and adversely affect the amount of property tax and other revenues the City could collect in future years. The City does not believe, however, that the Nebraska Legislature, subject to any constitutional restrictions, would leave the City without adequate taxing resources to pay for its programs and meet its financial obligations, including the 4824-6076-7747.2 • Omaha Lease Purchase 08 4 f December 1,2008 by and between the __ V. Corporation and the Trustee. THE BONDS ARE NOT A DEBT OF THE CITY OF OMAHA,NEBRASKA, OR A PLEDGE OF ITS -2 II,' FAITH AND CREDIT. THE BONDS ARE PAYABLE SOLELY FROM THE CASH RENTALS TO BE PAID BY SUCH CITY a G 2 o UNDER THE LEASE-PURCHASE AGREEMENT DATED AS OF DECEMBER 1,2008 BY AND BETWEEN THE CORPORATION ra,d ti " AND THE CITY. =o'4.o • o. This cover page contains information for convenient reference only. It is not a summary of the Bonds. Investors must read the .8 i entire Official Statement to obtain information essential and material to the making of an informed investment decision. Ec The Bonds are being offered when,as and if issued by the Corporation and accepted by the Underwriter, subject to the approval c Enof legality of the Bonds by Kutak Rock LLP,Bond Counsel, and to certain other conditions. Certain matters will be passed upon for the CD • E t Underwriter by its counsel, Kutak Rock LLP. It is expected that delivery of the Bonds will be made on or about December_, 2008 at 3 DTC against payment therefor. n-r .6) o DAVIDSON Y D A.Davidson & Co. CID"7 =p COMPANIES • C :9 member SIPC ew o O 2 Dated: November ,2008 .S o ? `Preliminary;subject to change. x4824-6076-7747.2 E.• 3 Omaha Lease Purchase 08 repayment of its bonds, lease-purchase obligations and other obligations. The opinion of Bond Counsel will be rendered based on the law existing as of the date of issuance of the Bonds and in reliance upon general legal presumptions in favor of the constitutionality of statutes and upon the holdings of existing case law. Prospective Financial Commitments by the City In June, 2008, the City entered into a 25-year agreement with The National Collegiate Athletic Association and College World Series of Omaha, Inc. providing, among other things, for the construction of a new 24,000-seat baseball stadium adjacent to Qwest Center Omaha immediately north of downtown Omaha. The new stadium, to be completed by Spring 2011, will become the home of the College World Series, which has been held at Omaha's Rosenblatt Stadium annually for over 50 years. The projected cost of the new stadium is about$128 million, of which approximately $98 million will be raised through the issuance in early 2009 by the Corporation of lease revenue bonds. In anticipation of the bond issue, the City Council has passed ordinances increasing the City's hotel/motel and car rental taxes, and the City, as lessee-purchaser of the new stadium, plans to apply the increased tax collections, among other sources, to its lease purchase payments relating to such lease revenue bonds. It is anticipated that such lease revenue bonds will be secured on a parity with the Bonds. The City anticipates that it will issue during the remainder of calendar year 2008 general obligation bonds and redevelopment(special tax obligation)bonds in an aggregate amount expected to be not greater than $25,000,000. Such bonds will be secured by,respectively,the full faith and credit pledge of the City and by the City's pledge of its special ad valorem redevelopment tax. THE BONDS Description of the Bonds The Bonds will be issued as designated and in the aggregate principal amount set out on the cover page of this Official Statement. The Bonds will be dated the date of their delivery,will be issued in fully registered form and will mature as set forth on the reverse of the cover page of this Official Statement. Interest is payable semiannually on June 1 and December 1 of each year, commencing June 1,2009. Place of Payment The principal of the Bonds will be payable in lawful money of the United States of America at the principal corporate trust office of First National Bank of Omaha, as trustee and paying agent, in Omaha, Nebraska. Interest on the Bonds will be paid by wire transfer of the Trustee to the registered owner of $1,000,000 in aggregate principal amount of the Bonds of a series upon written notice by the registered owner given to the Trustee not later than the close of business on May 15 or November 15, as the case may be, or by check or draft mailed to the person in whose name a Bond is registered as of the May 15 or November 15, as the case may be,next preceding each interest payment date. Book-Entry Only System The Bonds initially will be issued solely in book-entry form to be held in the book-entry only system maintained by The Depository Trust Company ("DTC"), New York, New York. So long as such book-entry system is used, only DTC will receive or have the right to receive physical delivery of Bonds and, except as otherwise provided herein with respect to tenders by Beneficial Owners of Beneficial Ownership Interests, each as hereinafter defined, Beneficial Owners will not be or be considered to be, 4824-6076-7747.2 Omaha Lease Purchase 08 5 elieve, however, that the Nebraska Legislature, subject to any constitutional restrictions, would leave the City without adequate taxing resources to pay for its programs and meet its financial obligations, including the 4824-6076-7747.2 • Omaha Lease Purchase 08 4 f December 1,2008 by and between the __ V. Corporation and the Trustee. THE BONDS ARE NOT A DEBT OF THE CITY OF OMAHA,NEBRASKA, OR A PLEDGE OF ITS -2 II,' FAITH AND CREDIT. THE BONDS ARE PAYABLE SOLELY FROM THE CASH RENTALS TO BE PAID BY SUCH CITY a G 2 o UNDER THE LEASE-PURCHASE AGREEMENT DATED AS OF DECEMBER 1,2008 BY AND BETWEEN THE CORPORATION ra,d ti " AND THE CITY. =o'4.o • o. This cover page contains information for convenient reference only. It is not a summary of the Bonds. Investors must read the .8 i entire Official Statement to obtain information essential and material to the making of an informed investment decision. Ec The Bonds are being offered when,as and if issued by the Corporation and accepted by the Underwriter, subject to the approval c Enof legality of the Bonds by Kutak Rock LLP,Bond Counsel, and to certain other conditions. Certain matters will be passed upon for the CD • E t Underwriter by its counsel, Kutak Rock LLP. It is expected that delivery of the Bonds will be made on or about December_, 2008 at 3 DTC against payment therefor. n-r .6) o DAVIDSON Y D A.Davidson & Co. CID"7 =p COMPANIES • C :9 member SIPC ew o O 2 Dated: November ,2008 .S o ? `Preliminary;subject to change. x4824-6076-7747.2 E.• 3 Omaha Lease Purchase 08 and will not have any rights as, owners or holders of the Bonds under the Indenture. The following information about the book-entry only system applicable to the Bonds has been supplied by DTC. Neither the Corporation nor the Trustee makes any representations, warranties or guarantees with respect to its accuracy or completeness. DTC will act as securities depository for the Bonds. The Bonds will be issued as fully registered securities registered in the name of Cede& Co. (DTC's partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully registered Bond certificate will be issued for maturity the Bonds in the aggregate principal amount of each stated maturity of each series of the Bonds and will be deposited with DTC. DTC, the world's largest depository, is a limited-purpose trust company organized under the New York Banking Law, a"banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a"clearing agency"registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.5 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 post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges between Direct Participants' accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust& Clearing Corporation ("DTCC"). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly ("Indirect Participants"). DTC has Standard& Poor's highest rating: "AAA." The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com and www.dtc.org. Purchases of the Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the Bonds on DTC's records. The ownership interest of each actual purchaser of each Bond ("Beneficial Owner") is in turn to be recorded on the Direct and Indirect Participants' records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Bonds are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in Bonds, except in the event that use of the book-entry system for the Bonds is discontinued. To facilitate subsequent transfers, all Bonds deposited by Direct Participants with DTC are registered in the name of DTC's partnership nominee, Cede& Co., or such other name as may be requested by an authorized representative of DTC. The deposit of Bonds with DTC and their registration in the name of Cede& Co.or such other nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. 4824-6076-7747.2 Omaha Lease Purchase 08 - 6 ued by the Corporation and accepted by the Underwriter, subject to the approval c Enof legality of the Bonds by Kutak Rock LLP,Bond Counsel, and to certain other conditions. Certain matters will be passed upon for the CD • E t Underwriter by its counsel, Kutak Rock LLP. It is expected that delivery of the Bonds will be made on or about December_, 2008 at 3 DTC against payment therefor. n-r .6) o DAVIDSON Y D A.Davidson & Co. CID"7 =p COMPANIES • C :9 member SIPC ew o O 2 Dated: November ,2008 .S o ? `Preliminary;subject to change. x4824-6076-7747.2 E.• 3 Omaha Lease Purchase 08 Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of Bonds may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the Bonds, such as redemptions, tenders, defaults, and proposed amendments to the Bond documents. For example, Beneficial Owners of Bonds may wish to ascertain that the nominee holding the Bonds for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative,Beneficial Owners may wish to provide their names and addresses to the Trustee and request that copies of notices be provided directly to them. Redemption notices shall be sent to DTC. If less than all of the Bonds within a series are being redeemed, DTC's practice is to determine by lot the amount of the interest of each Direct Participant in such series to be redeemed. Neither DTC nor Cede& Co. (nor any other DTC nominee)will consent or vote with respect to Bonds unless authorized by a Direct Participant in accordance with DTC's Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the City as soon as possible after the Record Date. The Omnibus Proxy assigns Cede& Co.'s consenting or voting rights to those Direct Participants to whose accounts Bonds are credited on the Record Date(identified in a listing attached to the Omnibus Proxy). Redemption proceeds, distributions and interest payments on the Bonds will be made to Cede& Co., or such other nominee as may be requested by an authorized representative of DTC. DTC's practice is to credit Direct Participants' accounts, upon DTC's receipt of funds and corresponding detail information from the Corporation or the Trustee, on payable date in accordance with their respective holdings shown on DTC's records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in "street name," and will be the responsibility of such Participant and not of DTC (nor its nominee), the Trustee or the Corporation, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of principal of, 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 Trustee or the Corporation, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants. DTC may discontinue providing its services as depository with respect to the Bonds at any time by giving reasonable notice to the Corporation or the Trustee. Under such circumstances, in the event that a successor depository is not obtained,Bond certificates are required to be printed and delivered. The Corporation may decide to discontinue use of the system of book-entry transfers through DTC(or a successor securities depository). In that event,Bond certificates will be printed and delivered. Beneficial Owners may be charged a sum sufficient to cover any tax, fee, or other governmental charge that may be imposed in relation to any transfer or exchange of their interests in the Bonds. SO LONG AS CEDE& CO., AS NOMINEE FOR DTC, IS THE REGISTERED OWNER OF THE BONDS, THE CITY AND THE PAYING AGENT WILL TREAT CEDE& CO. AS THE ONLY OWNER OF THE BONDS FOR ALL PURPOSES UNDER THE. INDENTURE, INCLUDING RECEIPT OF ALL PAYMENTS OF PRINCIPAL OF,PREMIUM, IF ANY,AND INTEREST ON THE BONDS,RECEIPT OF NOTICES AND VOTING. 4824-6076-7747.2 Omaha Lease Purchase 08 7 e deposit of Bonds with DTC and their registration in the name of Cede& Co.or such other nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. 4824-6076-7747.2 Omaha Lease Purchase 08 - 6 ued by the Corporation and accepted by the Underwriter, subject to the approval c Enof legality of the Bonds by Kutak Rock LLP,Bond Counsel, and to certain other conditions. Certain matters will be passed upon for the CD • E t Underwriter by its counsel, Kutak Rock LLP. It is expected that delivery of the Bonds will be made on or about December_, 2008 at 3 DTC against payment therefor. n-r .6) o DAVIDSON Y D A.Davidson & Co. CID"7 =p COMPANIES • C :9 member SIPC ew o O 2 Dated: November ,2008 .S o ? `Preliminary;subject to change. x4824-6076-7747.2 E.• 3 Omaha Lease Purchase 08 Upon (i)the written direction of a Corporation or (ii)the written consent of 100% of the Bondholders,the Trustee shall withdraw the affected Bonds from DTC and authenticate and deliver Bond certificates fully registered to the assignees of DTC or its nominee. If the request for such withdrawal is not the result of any Corporation action or inaction, such withdrawal, authorization and delivery shall be at the cost and expense of the persons requesting such withdrawal,authentication and delivery. THE CORPORATION AND THE TRUSTEE CANNOT AND DO NOT GIVE ANY ASSURANCES THAT THE DIRECT PARTICIPANTS OR THE INDIRECT PARTICIPANTS WILL DISTRIBUTE TO THE BENEFICIAL OWNERS OF THE BONDS (i)PAYMENTS OF PRINCIPAL OF, PREMIUM, IF ANY, AND INTEREST ON THE BONDS, (ii)CERTIFICATES REPRESENTING AN OWNERSHIP INTEREST OR OTHER CONFIRMATION OF BENEFICIAL OWNERSHIP INTERESTS IN THE BONDS OR (iii)REDEMPTION OR OTHER NOTICES SENT TO DTC OR CEDE& CO., ITS NOMINEE,AS THE REGISTERED OWNERS OF THE BONDS, OR THAT THEY WILL DO SO ON A TIMELY BASIS OR THAT DTC, DIRECT PARTICIPANTS OR INDIRECT PARTICIPANTS WILL SERVE AND ACT IN THE MANNER DESCRIBED IN THIS OFFICIAL STATEMENT. THE CURRENT "RULES" APPLICABLE TO DTC ARE ON FILE WITH THE SECURITIES AND EXCHANGE COMMISSION AND THE CURRENT "PROCEDURES" OF DTC TO BE FOLLOWED IN DEALING WITH DIRECT PARTICIPANTS ARE ON FILE WITH DTC. NEITHER THE CORPORATION NOR THE TRUSTEE HAS ANY RESPONSIBILITY OR OBLIGATIONS TO THE DIRECT PARTICIPANTS OR THE BENEFICIAL OWNERS WITH RESPECT TO (A)THE ACCURACY OF ANY RECORDS MAINTAINED BY DTC OR ANY DIRECT PARTICIPANT; (B)THE PAYMENT BY DTC OR ANY DTC PARTICIPANT OF ANY AMOUNT DUE TO ANY BENEFICIAL OWNERS IN RESPECT OF THE PRINCIPAL, PREMIUM, IF ANY,AND INTEREST ON THE BONDS; (C)THE DELIVERY OR TIMELINESS OF DELIVERY BY DTC OR ANY DIRECT PARTICIPANT OF ANY NOTICE TO ANY BENEFICIAL OWNER WHICH IS REQUIRED OR PERMITTED UNDER THE TERMS OF THE INDENTURE TO BE GIVEN TO BONDHOLDERS; (D)THE SELECTION OF THE BENEFICIAL OWNERS TO RECEIVE PAYMENTS IN THE EVENT OF ANY PARTIAL REDEMPTION OF THE BONDS; OR (E)ANY CONSENT GIVEN OR OTHER ACTION TAKEN BY DTC OR ITS NOMINEE, CEDE& CO., AS BONDHOLDER. Optional Redemption The Bonds maturing after December 1, 20_ are subject to redemption at the option of the Corporation from any source, in whole or in part at any time, in such order of maturities as determined by such Corporation(and by lot or other random selection method within a maturity)on or after December 1, 20_at the redemption price of 100%of the principal amount to be redeemed, plus accrued interest to the date of redemption. Sinking Fund Redemption The Bonds maturing on December 1, 20_ and December 1, 20_ are subject to mandatory sinking fund redemption from Basic Rent sinking fund payments prior to their respective maturity dates, by lot (or other random selection method) selected by Trustee, at a price of par without premium on December 1 in the years and principal amounts set forth below: 4824-6076-7747.2 Omaha Lease Purchase 08 8 ircumstances, in the event that a successor depository is not obtained,Bond certificates are required to be printed and delivered. The Corporation may decide to discontinue use of the system of book-entry transfers through DTC(or a successor securities depository). In that event,Bond certificates will be printed and delivered. Beneficial Owners may be charged a sum sufficient to cover any tax, fee, or other governmental charge that may be imposed in relation to any transfer or exchange of their interests in the Bonds. SO LONG AS CEDE& CO., AS NOMINEE FOR DTC, IS THE REGISTERED OWNER OF THE BONDS, THE CITY AND THE PAYING AGENT WILL TREAT CEDE& CO. AS THE ONLY OWNER OF THE BONDS FOR ALL PURPOSES UNDER THE. INDENTURE, INCLUDING RECEIPT OF ALL PAYMENTS OF PRINCIPAL OF,PREMIUM, IF ANY,AND INTEREST ON THE BONDS,RECEIPT OF NOTICES AND VOTING. 4824-6076-7747.2 Omaha Lease Purchase 08 7 e deposit of Bonds with DTC and their registration in the name of Cede& Co.or such other nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. 4824-6076-7747.2 Omaha Lease Purchase 08 - 6 ued by the Corporation and accepted by the Underwriter, subject to the approval c Enof legality of the Bonds by Kutak Rock LLP,Bond Counsel, and to certain other conditions. Certain matters will be passed upon for the CD • E t Underwriter by its counsel, Kutak Rock LLP. It is expected that delivery of the Bonds will be made on or about December_, 2008 at 3 DTC against payment therefor. n-r .6) o DAVIDSON Y D A.Davidson & Co. CID"7 =p COMPANIES • C :9 member SIPC ew o O 2 Dated: November ,2008 .S o ? `Preliminary;subject to change. x4824-6076-7747.2 E.• 3 Omaha Lease Purchase 08 2008A Bonds Principal Principal Year Amount Year Amount $ $ (maturity) (maturity) To the extent that the Bonds have been previously called for redemption in part and otherwise than from the sinking fund, each related aforesaid annual sinking fund payment for the Bonds of such maturity shall be reduced by the amount obtained by multiplying the principal amount of such Bonds of such maturity so called for redemption, by the ratio which each annual sinking fund payment for the Bonds of such maturity bears to the total sinking fund payments of such Bonds subject to sinking fund redemption, and by rounding each sinking fund payment to the nearest$5,000 multiple. In case a Bond subject to sinking fund redemption is of a denomination larger than $5,000, a portion of such Bond ($5,000 or any multiple thereof) may be redeemed, but Bonds shall be redeemed only in the principal amount of $5,000 each or any integral multiple thereof. On or before the thirtieth day prior to each such sinking fund payment date, the Trustee shall proceed to select for redemption (by lot in such manner, as the Trustee may determine), from all outstanding Bonds subject to sinking fund redemption, a principal amount of such Bonds, of each series equal to the aggregate principal amount of such Bonds redeemable with the required sinking fund payment, and shall call such Bonds or portions thereof($5,000 or any integral multiple thereof)for redemption from such sinking fund on the next December 1,and give notice of such call. Extraordinary Optional Redemption The Bonds of each series are also subject to redemption at any time, in whole or in part, in the event of damage to or destruction of the related Project or condemnation thereof and election by the City that the proceeds of such damage, destruction or condemnation shall not be used to rebuild or restore the Project. Any such redemption shall be at a principal amount of the Bonds equal to the ratio of the dollar amount of such damage, destruction or condemnation award to the principal amount of the related Bonds then outstanding,plus accrued interest to the redemption date. Additional Bonds Additional Bonds on parity with the Bonds may be issued only if the Agreement is amended to increase the cash rentals payable by the City to provide sufficient funds at the times and in the amounts necessary to pay principal of and interest when due on the outstanding Bonds, the Parity Bonds and the proposed Additional Bonds. Refunding Bonds Other Bonds to refund all or any of the Bonds may be issued at any time so long as (i)the cash rentals payable by the City are sufficient to cover the principal and interest requirements on all Bonds of the series outstanding, including the refunding bonds, and(ii)the issuance of the refunding bonds shall in no manner adversely affect the exclusion from gross income of the interest on the refunded Bonds for federal income tax purposes. 4824-6076-7747.2 Omaha Lease Purchase 08 9 Omaha Lease Purchase 08 8 ircumstances, in the event that a successor depository is not obtained,Bond certificates are required to be printed and delivered. The Corporation may decide to discontinue use of the system of book-entry transfers through DTC(or a successor securities depository). In that event,Bond certificates will be printed and delivered. Beneficial Owners may be charged a sum sufficient to cover any tax, fee, or other governmental charge that may be imposed in relation to any transfer or exchange of their interests in the Bonds. SO LONG AS CEDE& CO., AS NOMINEE FOR DTC, IS THE REGISTERED OWNER OF THE BONDS, THE CITY AND THE PAYING AGENT WILL TREAT CEDE& CO. AS THE ONLY OWNER OF THE BONDS FOR ALL PURPOSES UNDER THE. INDENTURE, INCLUDING RECEIPT OF ALL PAYMENTS OF PRINCIPAL OF,PREMIUM, IF ANY,AND INTEREST ON THE BONDS,RECEIPT OF NOTICES AND VOTING. 4824-6076-7747.2 Omaha Lease Purchase 08 7 e deposit of Bonds with DTC and their registration in the name of Cede& Co.or such other nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. 4824-6076-7747.2 Omaha Lease Purchase 08 - 6 ued by the Corporation and accepted by the Underwriter, subject to the approval c Enof legality of the Bonds by Kutak Rock LLP,Bond Counsel, and to certain other conditions. Certain matters will be passed upon for the CD • E t Underwriter by its counsel, Kutak Rock LLP. It is expected that delivery of the Bonds will be made on or about December_, 2008 at 3 DTC against payment therefor. n-r .6) o DAVIDSON Y D A.Davidson & Co. CID"7 =p COMPANIES • C :9 member SIPC ew o O 2 Dated: November ,2008 .S o ? `Preliminary;subject to change. x4824-6076-7747.2 E.• 3 Omaha Lease Purchase 08 THE LEASE The following is a summary of certain provisions of the Lease. Reference should be made to the Lease itself for a complete statement of its provisions. Pursuant to the Lease, the City agrees to lease to the Corporation the parcels of land and improvements thereon upon which the Library Project has been or will be constructed or installed, in consideration of which the Corporation agrees to pay the City rent in the amount of$10.00 per year, to and including a termination date with respect to each Project not earlier than the final stated maturity date of the corresponding Bonds, when the Lease with respect to the related site expires by its terms. See "THE PROJECTS." Upon the expiration of the Lease with respect to a Project, the Corporation will return the land, together with any buildings or improvements thereupon,relating to such Project to the City. The Lease is binding upon any successors or assigns of the City or the Corporation. THE AGREEMENT The following is a summary of certain common provisions of the Agreement. Reference should be made to the Agreement itself for a complete statement of its provisions. References in the following summary to the Project and the Bonds are to each Project and the related series of Bonds. Term. The term of the Agreement begins on December 1, 2008 and ends with respect to the Bonds on December 1,2028. Rental. The City agrees to pay to the Corporation cash basic rent in.the amounts and on or before the dates shown in the Agreement. The due dates of the cash rental payments are the principal and interest payment dates of the Bonds, and the amount of each rental installment is equal to the principal and interest next due. The City agrees that the cash rent shall be net to the Corporation and that all costs, expenses and obligations of every kind which may arise or become due with respect to the Project during the term of the Agreement shall be paid by the City. Assignment of Rentals. The Trustee is the assignee of all of the Corporation's rights to collect basic rent due under the Agreement, and such basic rent shall be paid by the City directly to the Trustee for the benefit of the owners of the Bonds. Prepayment. The City has the right to prepay the basic rent at any time and without penalty and thereby purchase the Project upon 30 days' prior written notice to the Corporation, provided that the City is not in default under the Agreement. Any such prepayment must be in an amount sufficient to pay the principal of all outstanding Bonds, plus redemption premium, if any, and accrued interest, if any, to the first permitted redemption date. Additional Payments by City. As additional rental, the City has agreed to pay all taxes on the Project and all utility charges incurred in the operation, maintenance and use of the Project, the fees and expenses of the Trustee under the Indenture and the expenses of any audit or examination of the Corporation's records requested by the City. Repairs and Maintenance. The City has agreed, at its own expense, to put and maintain the Project in good and safe order and condition and to make all necessary repairs required for any reason. 4824-6076-7747.2 Omaha Lease Purchase 08 10 to discontinue use of the system of book-entry transfers through DTC(or a successor securities depository). In that event,Bond certificates will be printed and delivered. Beneficial Owners may be charged a sum sufficient to cover any tax, fee, or other governmental charge that may be imposed in relation to any transfer or exchange of their interests in the Bonds. SO LONG AS CEDE& CO., AS NOMINEE FOR DTC, IS THE REGISTERED OWNER OF THE BONDS, THE CITY AND THE PAYING AGENT WILL TREAT CEDE& CO. AS THE ONLY OWNER OF THE BONDS FOR ALL PURPOSES UNDER THE. INDENTURE, INCLUDING RECEIPT OF ALL PAYMENTS OF PRINCIPAL OF,PREMIUM, IF ANY,AND INTEREST ON THE BONDS,RECEIPT OF NOTICES AND VOTING. 4824-6076-7747.2 Omaha Lease Purchase 08 7 e deposit of Bonds with DTC and their registration in the name of Cede& Co.or such other nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. 4824-6076-7747.2 Omaha Lease Purchase 08 - 6 ued by the Corporation and accepted by the Underwriter, subject to the approval c Enof legality of the Bonds by Kutak Rock LLP,Bond Counsel, and to certain other conditions. Certain matters will be passed upon for the CD • E t Underwriter by its counsel, Kutak Rock LLP. It is expected that delivery of the Bonds will be made on or about December_, 2008 at 3 DTC against payment therefor. n-r .6) o DAVIDSON Y D A.Davidson & Co. CID"7 =p COMPANIES • C :9 member SIPC ew o O 2 Dated: November ,2008 .S o ? `Preliminary;subject to change. x4824-6076-7747.2 E.• 3 Omaha Lease Purchase 08 Insurance,Damage or Destruction. The City has agreed: to obtain and keep in force during the term of the Agreement fire and extended-coverage insurance with respect to the Project in an amount at least equal to the full insurable value thereof, with the City, the Corporation and the Trustee, as their interests may appear, to be named as insured parties, but with any loss to be adjusted by and paid to the City so long as the City is not in default; that no damage to or destruction of any part of the Project by fire or other casualty shall entitle the City to terminate the Agreement or to violate any of its provisions or in any way to suspend, abate or reduce the rent then due or thereafter becoming due under the terms of the Agreement unless the City shall elect not to replace or restore the Project and shall provide to the Trustee funds sufficient to redeem all the Bonds in accordance with the Indenture; and to deliver to the Trustee as named insured at or prior to the issuance of the Bonds a leasehold title insurance policy in the amount equal to the original aggregate principal amount of the Bonds insuring that the City has a leasehold title to the site of the Project. The City may self-insure by means of an adequate self-insurance fund set aside and maintained out of its revenues if the City insures properties similar to the Project by self-insurance. Condemnation. No condemnation of all or any part of the Project shall in any way affect the liability of the City to pay the full rent due under the Agreement and proceeds of any such condemnation shall be paid to the Corporation and applied on the last unpaid rental installment, unless the City elects to have all Bonds redeemed as provided by the Indenture. Indemnification of the Corporation. The City has agreed to indemnify the Corporation against all liabilities, penalties, damages and expenses which may be imposed upon, incurred by or asserted against the Corporation as a result of(a)the City's performance of, or the failure of the City to perform, any obligation of the City under the Agreement; (b)any use or condition of the Project or any part thereof. or any street, alley, sidewalk, curb, passageway or space adjacent thereto; (c)any personal injury, including death resulting at any time therefrom, or property damage occurring on or about the Project or any adjacent street, alley, sidewalk, curb, passageway or space; (d)the failure of the City to comply with any requirement of any governmental authority; and (e)any construction lien or security agreement filed against the Project or any part thereof. Alterations, Additions and Improvements. The City has the right to make any alterations, additions or improvements to the Project which will not diminish the value thereof, and any such alterations, additions or improvements shall become a part of the Project and shall be covered by the Agreement. Use of Premises. The Project may be used by the City for public library and public stadium purposes and other such uses as the City shall deem appropriate from time to time; provided, however, that any other use of the Project shall not impair the City's use of the Project as public library facilities and public stadium facilities, as the case may be. The City may sublet any part of the Project for any uses for a period not extending beyond the term of the Agreement. No Right of Surrender by the City. The City has no right to surrender the Project to the Corporation, and no abandonment of the Project or failure or inability of the City to use the Project at any time shall relieve the City of its obligation to pay the agreed rentals for the entire term of the Agreement. • 4824-6076-7747.2 Omaha Lease Purchase 08 1 1 OR ALL PURPOSES UNDER THE. INDENTURE, INCLUDING RECEIPT OF ALL PAYMENTS OF PRINCIPAL OF,PREMIUM, IF ANY,AND INTEREST ON THE BONDS,RECEIPT OF NOTICES AND VOTING. 4824-6076-7747.2 Omaha Lease Purchase 08 7 e deposit of Bonds with DTC and their registration in the name of Cede& Co.or such other nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. 4824-6076-7747.2 Omaha Lease Purchase 08 - 6 ued by the Corporation and accepted by the Underwriter, subject to the approval c Enof legality of the Bonds by Kutak Rock LLP,Bond Counsel, and to certain other conditions. Certain matters will be passed upon for the CD • E t Underwriter by its counsel, Kutak Rock LLP. It is expected that delivery of the Bonds will be made on or about December_, 2008 at 3 DTC against payment therefor. n-r .6) o DAVIDSON Y D A.Davidson & Co. CID"7 =p COMPANIES • C :9 member SIPC ew o O 2 Dated: November ,2008 .S o ? `Preliminary;subject to change. x4824-6076-7747.2 E.• 3 Omaha Lease Purchase 08 Conveyance of Project to the City. The Corporation has agreed to convey the Project to the City upon full payment of the rentals due under the Agreement. Default. The Corporation has the right to terminate the Agreement and take possession of the Project in the event the City defaults in the performance of any of its obligations under the Agreement and such default continues for a period of 30 days after written notice to the City. No such termination shall operate to relieve the City of its obligation to the Corporation to pay the cash rentals due under the Agreement, and the City shall continue to be liable for payment of the basic cash rent. Donations Held as Trust Fund. The City has agreed that any donation received by the City to assist in acquiring, constructing, furnishing and equipping the Project shall be held in trust and(unless the use is otherwise specified by the donor) used only to satisfy the City's obligations under the Agreement, to apply to the purchase of the Project from the Corporation and to pay costs of acquiring the Project. THE INDENTURE The following is a summary of certain provisions of the Indenture. Reference should be made to the Indenture itselffor a complete statement of its provisions. Investment of Funds. All moneys held by the Trustee for the credit of any fund or account under the Indenture shall be invested and reinvested by the Trustee upon the written direction of the Corporation, but only in investments authorized by Reissue Revised Statutes of Nebraska, 1997, Section 14-563, viz. securities of the United States of America, the State of Nebraska, the City, Douglas County, Nebraska, a school district of the City, municipality owned and operated public utility property and plants of the City, and certificates of deposit from and time deposits in bank or capital stock financial institutions selected as depositories of City funds, provided that moneys deposited from cash rental payments to the credit of the Bond Fund shall only be invested and reinvested by the Trustee in direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by,the United States of America. Any such investment shall mature at such time and in such amounts so that funds will be available when required. Income from all investments shall be credited to the fund from which the investment was made. Amendment of Indenture. An amendment which would extend the maturity of or reduce the interest rate on any Bond or affect the pledge and assignment of the cash rentals payable by the City or permit any priority of any Bond over any other Bond or reduce the percentage of Bondholders required to consent to any amendment of the Indenture requires the specific consent of the owner of each Bond which would be affected thereby. In the case of all other amendments, the Indenture may not be modified or amended without the consent of the owners of at least two-thirds of the principal amount of the Bonds • outstanding, except to (i)correct an ambiguity or formal defect or omission, including any subsequent amendments thereto; (ii)grant and confer upon the Trustee for the benefit of the Bondholders any additional rights, remedies, powers, authority or security that may be lawfully granted to or conferred upon the Bondholders or the Trustee; (iii)issue Additional Bonds or refunding bonds; (iv)comply with such requirements of the Code as are necessary in the opinion of nationally recognized bond counsel to make the interest on the Bonds exempt from federal income taxes; or (v)modify, alter, amend or supplement the Indenture in any other respect which in the judgment of the Corporation, as concurred in by the Indenture,is not materially adverse to the Bondholders. Amendment of the Agreement. No amendment to the Agreement shall be made without the consent of the Trustee. Amendments may be made with the consent of the owners of two-thirds of the principal amount of all Bonds outstanding, but in no event shall the cash rental payable by the City be reduced or the payment dates extended without the consent of the owners of all Bonds outstanding. 4824-6076-7747.2 Omaha Lease Purchase 08 12 f the actual Beneficial Owners of the Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. 4824-6076-7747.2 Omaha Lease Purchase 08 - 6 ued by the Corporation and accepted by the Underwriter, subject to the approval c Enof legality of the Bonds by Kutak Rock LLP,Bond Counsel, and to certain other conditions. Certain matters will be passed upon for the CD • E t Underwriter by its counsel, Kutak Rock LLP. It is expected that delivery of the Bonds will be made on or about December_, 2008 at 3 DTC against payment therefor. n-r .6) o DAVIDSON Y D A.Davidson & Co. CID"7 =p COMPANIES • C :9 member SIPC ew o O 2 Dated: November ,2008 .S o ? `Preliminary;subject to change. x4824-6076-7747.2 E.• 3 Omaha Lease Purchase 08 Notice of Redemption of Bonds. If a Bond in book-entry-only form is called for redemption, notice shall be mailed to the Depository not less than 30 days or more than 60 days prior to the redemption date. If a Bond not in book-entry-only form is called for redemption,notice shall be given by mailing a copy of the redemption notice by first-class mail not less than 30 days prior to the date fixed for redemption to the registered owner of each Bond to be redeemed at the address shown on the registration books of the Corporation kept by the Trustee. Defeasance. The Corporation's obligation as to any Bond shall be discharged when there has been deposited with the Trustee, in trust solely for such purpose, cash or United States government direct or guaranteed obligations maturing in such amount and at such times as will provide funds sufficient to retire such Bond at maturity or earlier permitted redemption date and pay interest and premium, if any, thereon to such retirement date. Events of Default. The following constitute events of default under the Indenture: default in the due and punctual payment of the principal of or the interest on any outstanding Bond and the continuance thereof for a period of five days; default in the due and punctual payment of the basic cash rental payments to the Trustee and the continuance thereof for a period of 30 days; or default in the performance or observance of any other of the covenants, agreements or conditions on the Corporation's part contained in the Indenture, or in the Bonds, and the continuance thereof for a period of 30 days after written notice thereof to the Corporation by the Trustee, or by the owners of not less than 20% in aggregate principal amount of Bonds outstanding. Default Remedies. Upon the occurrence of an event of default under the Indenture, the Trustee may, and upon the written request of the owners of 20% in principal amount of the Bonds, shall, accelerate the principal of and the interest on the Bonds. The Trustee may rescind its declaration of acceleration and waive any default under the Indenture under certain circumstances. The owners of not less than 20% in principal amount of Bonds then outstanding shall have the right to request the Trustee, upon being indemnified to its satisfaction,to exercise any remedies available under the Agreement and,to the extent consistent therewith, may sell, lease or manage any portion of the Project and apply the net proceeds thereof as provided in the Indenture and,whether or not it has done so,proceed to take any other steps needful for its protection and that of the owners of the Bonds subject to the right in all events of the owners of a majority in principal amount of Bonds outstanding to direct the Trustee's action. UNDERWRITING Under a Bond Purchase Agreement (the "Bond Purchase Agreement") entered into by each Corporation and D.A. Davidson & Co., as Underwriter (the "Underwriter"), the Bonds are being purchased at an aggregate price of $ (the aggregate principal amount of the Bonds minus $ of Underwriter's Discount [and net original issue discount of $ 1). The Bond Purchase Agreement provides that the Underwriter will purchase all of the Bonds if any are purchased. The obligation of the Underwriter to accept delivery of the Bonds is subject to various conditions contained in the Bond Purchase Agreement, including the absence of pending or threatened litigation questioning the validity of the Bonds or any proceedings in connection with the issuance thereof and the absence of material adverse changes in the financial or business condition of the Corporation or the City. 4824-6076-7747.2 Omaha Lease Purchase 08 13 of the Agreement. No amendment to the Agreement shall be made without the consent of the Trustee. Amendments may be made with the consent of the owners of two-thirds of the principal amount of all Bonds outstanding, but in no event shall the cash rental payable by the City be reduced or the payment dates extended without the consent of the owners of all Bonds outstanding. 4824-6076-7747.2 Omaha Lease Purchase 08 12 f the actual Beneficial Owners of the Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. 4824-6076-7747.2 Omaha Lease Purchase 08 - 6 ued by the Corporation and accepted by the Underwriter, subject to the approval c Enof legality of the Bonds by Kutak Rock LLP,Bond Counsel, and to certain other conditions. Certain matters will be passed upon for the CD • E t Underwriter by its counsel, Kutak Rock LLP. It is expected that delivery of the Bonds will be made on or about December_, 2008 at 3 DTC against payment therefor. n-r .6) o DAVIDSON Y D A.Davidson & Co. CID"7 =p COMPANIES • C :9 member SIPC ew o O 2 Dated: November ,2008 .S o ? `Preliminary;subject to change. x4824-6076-7747.2 E.• 3 Omaha Lease Purchase 08 The Underwriter intends to offer the Bonds to the public initially at the offering prices set forth on the cover page of this Official Statement, which prices may subsequently change without any requirement of prior notice. The Underwriter reserves the right to join with dealers and other underwriters in offering the Bonds to the public. The Underwriter may offer and sell Bonds to certain dealers(including dealers depositing Bonds into investment trusts)at prices lower than the public offering price. CONTINUING DISCLOSURE The City has entered into an undertaking (the "Undertaking") for the benefit of the holders and beneficial owners of the Bonds to send certain financial information and operating data to certain information repositories annually and to provide notice to the Municipal Securities Rulemaking Board or certain other repositories of certain events, pursuant to the requirements of Section(b)(5)(i) of Securities and Exchange Commission Rule 15c2-12 (17 C.F.R. § 240.15c2-12)(the "Rule"). See "APPENDIX B— FORM OF LETTER AGREEMENT." The City is in compliance with each of its undertakings under the Rule. A failure by the City to comply with the Undertaking will not constitute an Event of Default under the Indenture or the Agreement, although any bondholder will have any available remedy at law or in equity, including seeking specific performance by court order, to cause the City to comply with its obligations under the Undertaking. Any such failure must be reported in accordance with the Rule and must be considered by any broker, dealer or municipal securities dealer before recommending the purchase or sale of the Bonds in the secondary market. Consequently, such a failure may adversely affect the transferability and liquidity of the Bonds and their market price. LITIGATION No litigation is pending or, to the knowledge of the Corporation, threatened in any court to restrain or enjoin the issuance or delivery of any of the Bonds or in any way contesting or affecting the validity of the Bonds, the related resolutions of the Corporation, the Agreement, the Indenture or the City's Ordinance, or contesting the powers or authority of the Corporation to issue its Bonds or to adopt the resolutions or of the City to execute and deliver the Agreement or pass its related ordinance. LEGAL MATTERS Tax Exemption In the opinion of Kutak Rock LLP, Bond Counsel,to be delivered at the time of original issuance of the Bonds, under existing laws, regulations, rulings and judicial decisions, interest on the Bonds (a)is excluded from gross income for federal income tax purposes and (b)is not a specific item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations. Interest on the Bonds, however, will be included in the "adjusted current earnings" (i.e., alternative minimum taxable income as adjusted for certain items, including those items that would be included in the calculation of a corporation's earnings and profits under Subchapter C of the Internal Revenue Code of 1986, as amended (the "Code")) of certain corporations, and such corporations are required to include in the calculation of alternative minimum taxable income 75% of the excess of each such corporation's adjusted current earnings over its alternative minimum taxable income(determined without regard to this adjustment and prior to reduction for certain net operating losses). The opinions set forth above are subject to continuing compliance by the City and the Corporation with their respective covenants regarding federal tax laws in the Ordinance and the 4824-6076-7747.2 Omaha Lease Purchase 08 14 the City. 4824-6076-7747.2 Omaha Lease Purchase 08 13 of the Agreement. No amendment to the Agreement shall be made without the consent of the Trustee. Amendments may be made with the consent of the owners of two-thirds of the principal amount of all Bonds outstanding, but in no event shall the cash rental payable by the City be reduced or the payment dates extended without the consent of the owners of all Bonds outstanding. 4824-6076-7747.2 Omaha Lease Purchase 08 12 f the actual Beneficial Owners of the Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. 4824-6076-7747.2 Omaha Lease Purchase 08 - 6 ued by the Corporation and accepted by the Underwriter, subject to the approval c Enof legality of the Bonds by Kutak Rock LLP,Bond Counsel, and to certain other conditions. Certain matters will be passed upon for the CD • E t Underwriter by its counsel, Kutak Rock LLP. It is expected that delivery of the Bonds will be made on or about December_, 2008 at 3 DTC against payment therefor. n-r .6) o DAVIDSON Y D A.Davidson & Co. CID"7 =p COMPANIES • C :9 member SIPC ew o O 2 Dated: November ,2008 .S o ? `Preliminary;subject to change. x4824-6076-7747.2 E.• 3 Omaha Lease Purchase 08 Indenture. Failure to comply with such covenants could cause interest on the Bonds to be included in gross income retroactive to the date of issue of the Bonds. The accrual or receipt of interest on the Bonds may otherwise affect the federal income tax liability of certain recipients, such as banks,thrift institutions,property and casualty insurance companies, corporations (including S corporations and foreign corporations operating branches in the United States), Social Security or Railroad Retirement benefit recipients,taxpayers otherwise entitled to claim the earned income credit or taxpayers who may be deemed to have incurred(or continued) indebtedness to purchase or carry tax-exempt obligations. The nature and extent of these other tax consequences will depend upon the recipients' particular tax status or other items of income or deduction. Bond Counsel expresses no opinion regarding any such consequences, and investors should consult their own tax advisors regarding the tax consequences of purchasing or holding the Bonds. In Bond Counsel's further opinion, under the existing laws of the State of Nebraska, the interest on the Bonds is exempt from Nebraska state income taxation so long as it is exempt for purposes of the federal income tax. Original Issue Discount The Bonds maturing in the years and (the "Discount Bonds"), are being sold at an original issue discount. The difference between the initial public offering prices, as set forth on the cover page, of such Discount Bonds and their stated amounts to be paid at maturity constitutes original issue discount treated as interest which is excluded from gross income for federal income tax purposes, as described above. The amount of original issue discount which is treated as having accrued with respect to such Discount Bond is added to the cost basis of the owner in determining, for federal income tax purposes, gain or loss upon disposition of such Discount Bond (including its sale, redemption or payment at maturity). Amounts received upon disposition of such Discount Bond which are attributable to accrued original issue discount will be treated as tax-exempt interest, rather than as taxable gain, for federal income tax purposes. Original issue discount is treated as compounding semiannually, at a rate determined by reference to the yield to maturity of each individual Discount Bond, on days which are determined by reference to the maturity date of such Discount Bond. The amount treated as original issue discount on such Discount Bond for a particular semiannual accrual period is equal to the product of(i)the yield to maturity for such Discount Bond (determined by compounding at the close of each accrual period) and (ii)the amount which would have been the tax basis of such Discount Bond at the beginning of the particular accrual period if held by the original purchaser, less the amount of any interest payable for such Discount Bond during the accrual period. The tax basis is determined by adding to the initial public offering price on such Discount Bond the sum of the amounts which have been treated as original issue discount for such purposes during all prior periods. If such Discount Bond is sold between semiannual compounding dates, original issue discount which would have been accrued for the semiannual compounding period for federal income tax purposes is to be apportioned in equal amounts among the days in such compounding period. Owners of Discount Bonds should consult their tax advisors with respect to the determination and treatment of original issue discount accrued as of any date and with respect to the state and local tax consequences of owning a Discount Bond. 4824-6076-7747.2 . Omaha Lease Purchase 08 15 13 of the Agreement. No amendment to the Agreement shall be made without the consent of the Trustee. Amendments may be made with the consent of the owners of two-thirds of the principal amount of all Bonds outstanding, but in no event shall the cash rental payable by the City be reduced or the payment dates extended without the consent of the owners of all Bonds outstanding. 4824-6076-7747.2 Omaha Lease Purchase 08 12 f the actual Beneficial Owners of the Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. 4824-6076-7747.2 Omaha Lease Purchase 08 - 6 ued by the Corporation and accepted by the Underwriter, subject to the approval c Enof legality of the Bonds by Kutak Rock LLP,Bond Counsel, and to certain other conditions. Certain matters will be passed upon for the CD • E t Underwriter by its counsel, Kutak Rock LLP. It is expected that delivery of the Bonds will be made on or about December_, 2008 at 3 DTC against payment therefor. n-r .6) o DAVIDSON Y D A.Davidson & Co. CID"7 =p COMPANIES • C :9 member SIPC ew o O 2 Dated: November ,2008 .S o ? `Preliminary;subject to change. x4824-6076-7747.2 E.• 3 Omaha Lease Purchase 08 Original Issue Premium The Bonds maturing in the years through , inclusive (the "Premium Bonds"), are being sold at a premium. An amount equal to the excess of the issue price of a Premium Bond over its stated redemption price at maturity constitutes premium on such Premium Bond. An initial purchaser of a Premium Bond must amortize any premium over such Premium Bond's term using constant yield principles, based on the purchaser's yield to maturity(or, in the case of Premium Bonds callable prior to their maturity, by amortizing the premium to the call date, based on the purchaser's yield to the call date and giving effect to the call premium). As premium is amortized, the purchaser's basis in such Premium Bond is reduced by a corresponding amount resulting in an increase in the gain(or decrease in the loss)to be recognized for federal income tax purposes upon a sale or disposition of such Premium Bond prior to its maturity. Even though the purchaser's basis may be reduced, no federal income tax deduction is allowed. Purchasers of Premium Bonds should consult with their tax advisors with respect to the determination and treatment of amortizable premium for federal income tax purposes and with respect to the state and local tax consequences of owning a Premium Bond. Future Legislation From time to time,there are legislative proposals in the Congress and in the states that, if enacted, could alter or amend the federal and state tax matters referred to above or adversely affect the market value of the Bonds. It cannot be predicted whether or in what form any such proposal might be enacted or whether if enacted it would apply to bonds issued prior to enactment. In addition, regulatory actions are from time to time announced or proposed and litigation is threatened or commenced which, if implemented or concluded in a particular manner, could adversely affect the market value of the Bonds. It cannot be predicted whether any such regulatory action will be implemented, how any particular litigation or judicial action will be resolved, or whether the Bonds or the market value thereof would be impacted thereby. Purchasers of the Bonds should consult their tax advisors regarding any pending or proposed legislation, regulatory initiatives or litigation. The opinions expressed by Bond Counsel are based upon existing legislation and regulations as interpreted by relevant judicial and regulatory authorities as of the date of issuance and delivery of the Bonds, and Bond Counsel has expressed no opinion as of any date subsequent thereto or with respect to any pending legislation,regulatory initiatives or litigation. RATINGS Moody's Investors Service ("Moody's") and Standard& Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc. ("S&P"), have assigned the Bonds the ratings of" " and " ," respectively. Such credit ratings of the Bonds by Moody's and S&P reflect only the views of such credit rating agencies. An explanation of the significance of such credit ratings may be obtained from Moody's or S&P, as the case may be. There is no assurance that such credit ratings will continue for any given period of time or that they will not be reviewed or withdrawn entirely by such credit rating agencies, if in their judgment circumstances so warrant. Neither the City, the Corporation nor the Underwriter has undertaken any responsibility either to bring to the attention of the owners of the Bonds any proposed change in or withdrawal of such credit ratings or to oppose any such proposed revision. Any such downward change in or withdrawal of such credit ratings may have an adverse effect on the market price of the Bonds. 4824-6076-7747.2 Omaha Lease Purchase 08 16 13 of the Agreement. No amendment to the Agreement shall be made without the consent of the Trustee. Amendments may be made with the consent of the owners of two-thirds of the principal amount of all Bonds outstanding, but in no event shall the cash rental payable by the City be reduced or the payment dates extended without the consent of the owners of all Bonds outstanding. 4824-6076-7747.2 Omaha Lease Purchase 08 12 f the actual Beneficial Owners of the Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. 4824-6076-7747.2 Omaha Lease Purchase 08 - 6 ued by the Corporation and accepted by the Underwriter, subject to the approval c Enof legality of the Bonds by Kutak Rock LLP,Bond Counsel, and to certain other conditions. Certain matters will be passed upon for the CD • E t Underwriter by its counsel, Kutak Rock LLP. It is expected that delivery of the Bonds will be made on or about December_, 2008 at 3 DTC against payment therefor. n-r .6) o DAVIDSON Y D A.Davidson & Co. CID"7 =p COMPANIES • C :9 member SIPC ew o O 2 Dated: November ,2008 .S o ? `Preliminary;subject to change. x4824-6076-7747.2 E.• 3 Omaha Lease Purchase 08 FINANCIAL STATEMENTS The general purpose financial statements of the City as and for the year ended December 31, 2007 included as Appendix B to this Official Statement have been audited by KPMG LLP, independent certified public accountants,as stated in its report appearing therein. MISCELLANEOUS Any statements made in this Official Statement involving matters of opinion or of estimates, whether or not so expressly stated, are set forth as such and not as representations of fact, and no representation is made that any of the estimates will be realized. This Official Statement is not to be construed as a contract or agreement between the Corporation and the purchasers or owners of any of the Bonds. The information contained in this Official Statement has been taken from the City,DTC and other sources considered to be reliable, but is not guaranteed. To the best of the knowledge of the undersigned, this Official Statement(insofar as it relates to the Bonds represented by the undersigned)does not include any untrue statement of a material fact, nor does it omit the statement of any material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under which they were made,not misleading. The execution and deliveryof this Official Statement have been dulyauthorized bythe Corporation as of the date shown on the cover hereof CITY OF OMAHA PUBLIC FACILITIES CORPORATION By President 4824-6076-7747.2 Omaha Lease Purchase 08 17 uch proposal might be enacted or whether if enacted it would apply to bonds issued prior to enactment. In addition, regulatory actions are from time to time announced or proposed and litigation is threatened or commenced which, if implemented or concluded in a particular manner, could adversely affect the market value of the Bonds. It cannot be predicted whether any such regulatory action will be implemented, how any particular litigation or judicial action will be resolved, or whether the Bonds or the market value thereof would be impacted thereby. Purchasers of the Bonds should consult their tax advisors regarding any pending or proposed legislation, regulatory initiatives or litigation. The opinions expressed by Bond Counsel are based upon existing legislation and regulations as interpreted by relevant judicial and regulatory authorities as of the date of issuance and delivery of the Bonds, and Bond Counsel has expressed no opinion as of any date subsequent thereto or with respect to any pending legislation,regulatory initiatives or litigation. RATINGS Moody's Investors Service ("Moody's") and Standard& Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc. ("S&P"), have assigned the Bonds the ratings of" " and " ," respectively. Such credit ratings of the Bonds by Moody's and S&P reflect only the views of such credit rating agencies. An explanation of the significance of such credit ratings may be obtained from Moody's or S&P, as the case may be. There is no assurance that such credit ratings will continue for any given period of time or that they will not be reviewed or withdrawn entirely by such credit rating agencies, if in their judgment circumstances so warrant. Neither the City, the Corporation nor the Underwriter has undertaken any responsibility either to bring to the attention of the owners of the Bonds any proposed change in or withdrawal of such credit ratings or to oppose any such proposed revision. Any such downward change in or withdrawal of such credit ratings may have an adverse effect on the market price of the Bonds. 4824-6076-7747.2 Omaha Lease Purchase 08 16 13 of the Agreement. No amendment to the Agreement shall be made without the consent of the Trustee. Amendments may be made with the consent of the owners of two-thirds of the principal amount of all Bonds outstanding, but in no event shall the cash rental payable by the City be reduced or the payment dates extended without the consent of the owners of all Bonds outstanding. 4824-6076-7747.2 Omaha Lease Purchase 08 12 f the actual Beneficial Owners of the Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. 4824-6076-7747.2 Omaha Lease Purchase 08 - 6 ued by the Corporation and accepted by the Underwriter, subject to the approval c Enof legality of the Bonds by Kutak Rock LLP,Bond Counsel, and to certain other conditions. Certain matters will be passed upon for the CD • E t Underwriter by its counsel, Kutak Rock LLP. It is expected that delivery of the Bonds will be made on or about December_, 2008 at 3 DTC against payment therefor. n-r .6) o DAVIDSON Y D A.Davidson & Co. CID"7 =p COMPANIES • C :9 member SIPC ew o O 2 Dated: November ,2008 .S o ? `Preliminary;subject to change. x4824-6076-7747.2 E.• 3 Omaha Lease Purchase 08 • APPENDIX A CITY OF OMAHA— SELECTED ECONOMIC INDICATORS Omaha MSA Population and Employment Population Employment2 1950 366,395* 163,050* 1960 457,873* 188,950* 1970 542,646* 214,650* 1980 569,614* 261,532* 1990 687,569 359,000 2000 767,140 444,200 2001 775,760 445,300 2002 782,787 439,300 2003 791,461 444,000 2004 802,003 444,500 2005 812,830 451,200 2006 822,849 458,600 2007 828,741 467,500 Population and employment figures are for the previous five-county metropolitan statistical area. 1 Source: U.S. Census Bureau. 2 Source: Bureau of Labor Statistics: State and Area Employment,Hours, and Earnings. 4824-6076-7747.2 Omaha Lease Purchase 08 r. 9836-S Rev. 1/01/2004 - 57 - Largest Employers-City of Omaha December 2007 Number of Employer Employees Offutt Air Force Base* 12,000 Alegent Health 8,400 Nebraska Medical Center(including UNMC) 8,350 Omaha Public Schools 7,500 Methodist Health System 6,200 First Data Corp. 5,800 First National Bank 4,650 Union Pacific Corporation 4,500 Mutual of Omaha 4,100 ConAgra Foods,Inc. 3,600 *Located in Sarpy County(immediately south of Omaha). Source: Greater Omaha Chamber of Commerce Top 25 Employer List,2007(Ranked by Number of Employees). Omaha MSA(Eight Counties)Nonagricultural Wage and SalaryEmployment Average for 2006 Average for 2007 %of % of Number Total Number Total Construction and Mining 26,900 5.9% 27,800 5.9% Manufacturing 32,900 7.2 33,800 7.2 Trade, Transportation and Utilities 99,300 21.7 101,000 21.6 Information 12,900 2.8 13,000 2.8 Finance, Insurance and Real Estate 37,900 8.3 37,900 8.1 Professional and Business Services 62,900 13.7 65,000 13.9 Education and Health Services 65,300 14.2 67,000 14.3 Leisure and Hospitality 43,200 9.4 43,900 9.4 Other Services 16,500 3.6 16,600 3.6 Government 60,800 13.3 61,200 13.1 Total Nonfarm Employment 458,600 100.0% 467,500 100.0% Source: Bureau of Labor Statistics:State and Area Employment,Hours and Earnings. 4824-6076-7747.2 Omaha Lease Purchase 08 A-2 ation is threatened or commenced which, if implemented or concluded in a particular manner, could adversely affect the market value of the Bonds. It cannot be predicted whether any such regulatory action will be implemented, how any particular litigation or judicial action will be resolved, or whether the Bonds or the market value thereof would be impacted thereby. Purchasers of the Bonds should consult their tax advisors regarding any pending or proposed legislation, regulatory initiatives or litigation. The opinions expressed by Bond Counsel are based upon existing legislation and regulations as interpreted by relevant judicial and regulatory authorities as of the date of issuance and delivery of the Bonds, and Bond Counsel has expressed no opinion as of any date subsequent thereto or with respect to any pending legislation,regulatory initiatives or litigation. RATINGS Moody's Investors Service ("Moody's") and Standard& Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc. ("S&P"), have assigned the Bonds the ratings of" " and " ," respectively. Such credit ratings of the Bonds by Moody's and S&P reflect only the views of such credit rating agencies. An explanation of the significance of such credit ratings may be obtained from Moody's or S&P, as the case may be. There is no assurance that such credit ratings will continue for any given period of time or that they will not be reviewed or withdrawn entirely by such credit rating agencies, if in their judgment circumstances so warrant. Neither the City, the Corporation nor the Underwriter has undertaken any responsibility either to bring to the attention of the owners of the Bonds any proposed change in or withdrawal of such credit ratings or to oppose any such proposed revision. Any such downward change in or withdrawal of such credit ratings may have an adverse effect on the market price of the Bonds. 4824-6076-7747.2 Omaha Lease Purchase 08 16 13 of the Agreement. No amendment to the Agreement shall be made without the consent of the Trustee. Amendments may be made with the consent of the owners of two-thirds of the principal amount of all Bonds outstanding, but in no event shall the cash rental payable by the City be reduced or the payment dates extended without the consent of the owners of all Bonds outstanding. 4824-6076-7747.2 Omaha Lease Purchase 08 12 f the actual Beneficial Owners of the Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. 4824-6076-7747.2 Omaha Lease Purchase 08 - 6 ued by the Corporation and accepted by the Underwriter, subject to the approval c Enof legality of the Bonds by Kutak Rock LLP,Bond Counsel, and to certain other conditions. Certain matters will be passed upon for the CD • E t Underwriter by its counsel, Kutak Rock LLP. It is expected that delivery of the Bonds will be made on or about December_, 2008 at 3 DTC against payment therefor. n-r .6) o DAVIDSON Y D A.Davidson & Co. CID"7 =p COMPANIES • C :9 member SIPC ew o O 2 Dated: November ,2008 .S o ? `Preliminary;subject to change. x4824-6076-7747.2 E.• 3 Omaha Lease Purchase 08 Omaha MSA Personal Income(per capita) Per Capita • U.S.Per Capita Year Personal Income Personal Income Personal Income 1970 $ 2,547,642 $4,097 $4,085 1980 6,648,387 10,151 10,114 1990 13,293,632 19,325 19,477 2000 24,230,391 31,503 29,843 2001 25,179,787 32,458 30,562 2002 26,207,762 33,480 30,795 2003 27,237,083 34,414 31,466 2004 29,025,111 36,191 33,090 2005 30,435,305 37,444 34,471 2006 32,448,000 39,448 36,307 1 2007 N/A N/A 36,609 Source: Bureau of Economic Analysis,SA1-3,CAI-3. Omaha MSA1 Net Taxable Sales Total Net Net Taxable Sales Year Taxable Sales(000) of Motor Vehicles(000) 1980 $2,589,068 $223,377 1990 4,055,334 499,033 2000 7,006,016 970,867 2001 7,241,327 - 1,133,659 2002 7,331,540 1,164,841 2003 7,667,430 1,171,888 2004 8,365,580 1,124,848 2005 8,669,035 1,055,036 2006 8,796,364 1,013,663 2007 2 7,455,340 933,938 Source: Nebraska Department of Revenue. 1 Includes the five Nebraska Counties in the eight County MSA. 2 Nebraska Counties of MSA(Cass,Douglas,Sarpy,Washington,Saunders(1997-present))through October 2007. Value of Building Permits—City of Omaha Year Amount Year Amount 1950 $ 24,105,401 2002 701,502,687 1960 46,927,523 2003 633,542,187 1970 61,626,242 2004 623,481,197 1980 136,736,312 2005 673,153,699 1990 318,473,517 2006 605,536,231 2000 473,849,942 2007 663,007,432 2001 1,558,867,305 Source: Division of Permits and Inspections,City of Omaha. 4824-6076-7747.2 Omaha Lease Purchase 08 A-3 , how any particular litigation or judicial action will be resolved, or whether the Bonds or the market value thereof would be impacted thereby. Purchasers of the Bonds should consult their tax advisors regarding any pending or proposed legislation, regulatory initiatives or litigation. The opinions expressed by Bond Counsel are based upon existing legislation and regulations as interpreted by relevant judicial and regulatory authorities as of the date of issuance and delivery of the Bonds, and Bond Counsel has expressed no opinion as of any date subsequent thereto or with respect to any pending legislation,regulatory initiatives or litigation. RATINGS Moody's Investors Service ("Moody's") and Standard& Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc. ("S&P"), have assigned the Bonds the ratings of" " and " ," respectively. Such credit ratings of the Bonds by Moody's and S&P reflect only the views of such credit rating agencies. An explanation of the significance of such credit ratings may be obtained from Moody's or S&P, as the case may be. There is no assurance that such credit ratings will continue for any given period of time or that they will not be reviewed or withdrawn entirely by such credit rating agencies, if in their judgment circumstances so warrant. Neither the City, the Corporation nor the Underwriter has undertaken any responsibility either to bring to the attention of the owners of the Bonds any proposed change in or withdrawal of such credit ratings or to oppose any such proposed revision. Any such downward change in or withdrawal of such credit ratings may have an adverse effect on the market price of the Bonds. 4824-6076-7747.2 Omaha Lease Purchase 08 16 13 of the Agreement. No amendment to the Agreement shall be made without the consent of the Trustee. Amendments may be made with the consent of the owners of two-thirds of the principal amount of all Bonds outstanding, but in no event shall the cash rental payable by the City be reduced or the payment dates extended without the consent of the owners of all Bonds outstanding. 4824-6076-7747.2 Omaha Lease Purchase 08 12 f the actual Beneficial Owners of the Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. 4824-6076-7747.2 Omaha Lease Purchase 08 - 6 ued by the Corporation and accepted by the Underwriter, subject to the approval c Enof legality of the Bonds by Kutak Rock LLP,Bond Counsel, and to certain other conditions. Certain matters will be passed upon for the CD • E t Underwriter by its counsel, Kutak Rock LLP. It is expected that delivery of the Bonds will be made on or about December_, 2008 at 3 DTC against payment therefor. n-r .6) o DAVIDSON Y D A.Davidson & Co. CID"7 =p COMPANIES • C :9 member SIPC ew o O 2 Dated: November ,2008 .S o ? `Preliminary;subject to change. x4824-6076-7747.2 E.• 3 Omaha Lease Purchase 08 [This page left blank intentionally.] • 4824-6076-7747.2 Omaha Lease Purchase 08 n and Employment Population Employment2 1950 366,395* 163,050* 1960 457,873* 188,950* 1970 542,646* 214,650* 1980 569,614* 261,532* 1990 687,569 359,000 2000 767,140 444,200 2001 775,760 445,300 2002 782,787 439,300 2003 791,461 444,000 2004 802,003 444,500 2005 812,830 451,200 2006 822,849 458,600 2007 828,741 467,500 Population and employment figures are for the previous five-county metropolitan statistical area. 1 Source: U.S. Census Bureau. 2 Source: Bureau of Labor Statistics: State and Area Employment,Hours, and Earnings. 4824-6076-7747.2 Omaha Lease Purchase 08 r. 9836-S Rev. 1/01/2004 - 57 - • • APPENDIX B CITY OF OMAHA—FINANCIAL INFORMATION PART ONE Selected City of Omaha Financial Information PART TWO Independent Auditors'Report and General Purpose Financial Statements 4824-6076-7747.2 Omaha Lease Purchase 08 359,000 2000 767,140 444,200 2001 775,760 445,300 2002 782,787 439,300 2003 791,461 444,000 2004 802,003 444,500 2005 812,830 451,200 2006 822,849 458,600 2007 828,741 467,500 Population and employment figures are for the previous five-county metropolitan statistical area. 1 Source: U.S. Census Bureau. 2 Source: Bureau of Labor Statistics: State and Area Employment,Hours, and Earnings. 4824-6076-7747.2 Omaha Lease Purchase 08 r. 9836-S Rev. 1/01/2004 - 57 - • [This page left blank intentionally.] 4824-6076-7747.2 Omaha Lease Purchase 08 ART ONE Selected City of Omaha Financial Information PART TWO Independent Auditors'Report and General Purpose Financial Statements 4824-6076-7747.2 Omaha Lease Purchase 08 359,000 2000 767,140 444,200 2001 775,760 445,300 2002 782,787 439,300 2003 791,461 444,000 2004 802,003 444,500 2005 812,830 451,200 2006 822,849 458,600 2007 828,741 467,500 Population and employment figures are for the previous five-county metropolitan statistical area. 1 Source: U.S. Census Bureau. 2 Source: Bureau of Labor Statistics: State and Area Employment,Hours, and Earnings. 4824-6076-7747.2 Omaha Lease Purchase 08 r. 9836-S Rev. 1/01/2004 - 57 - APPENDIX B CITY OF OMAHA—FINANCIAL INFORMATION Part One Selected City of Omaha Financial Information • 4824-6076-7747.2 Omaha Lease Purchase 08 Independent Auditors'Report and General Purpose Financial Statements 4824-6076-7747.2 Omaha Lease Purchase 08 359,000 2000 767,140 444,200 2001 775,760 445,300 2002 782,787 439,300 2003 791,461 444,000 2004 802,003 444,500 2005 812,830 451,200 2006 822,849 458,600 2007 828,741 467,500 Population and employment figures are for the previous five-county metropolitan statistical area. 1 Source: U.S. Census Bureau. 2 Source: Bureau of Labor Statistics: State and Area Employment,Hours, and Earnings. 4824-6076-7747.2 Omaha Lease Purchase 08 r. 9836-S Rev. 1/01/2004 - 57 - • • CITY OF OMAHA,NEBRASKA GENERAL FUND STATEMENT OF REVENUE, EXPENDITURES AND CHANGES IN FUND BALANCE Five Years Ended December 31,2007 2003 2004 2005 2006 2007 Revenue: General Property Tax $ 45,861,914 $ 47,304,855 $ 50,000,897 $ 52,205,484 $ 55,126,392 Motor Vehicle Taxes 8,637,101 8,814,977 8,808,677 8,818,011 8,825,629 City sales&use tax 102,413,934 109,662,232 112,954,972 113,633,982 118,680,986 Business taxes 26,842,091 27,000,112 26,845,997 28,781,008 30,778,878 Licenses&permits 7,859,272 8,645,623 8,248,962 8,216,565 8,150,481 Intergovernmental revenue 8,224,072 7,521,860 9,956,560 8,388,815 9,246,268 Charges for services 16,507,207 15,323,915 15,616,713 16,285,001 18,568,340 Investment income 2,040,245 846,374 1,292,491 4,170,840 5,671,876 Rents&royalties 94,817 113,534 107,512 159,665 120,473 Miscellaneous 1,180,377 920,544 1,215,451 1,189,362 4,915,605 Total Revenue $219,661,030 $226,154,026 $235,048,232 $241,848,733 $260,084,928 Expenditures: Legislative&Executive $ 2,333,390 $ 2,476,555 $ 2,587,929 $ 2,458,360 $ 2,621,744 Law,Personnel&Human Relations 5,215,843 5,587,167 5,673,577 5,490,058 5,887,846 Finance 2,747,108 3,392,483 2,819,299 2,340,491 2,389,924 Administrative Services 2,912,082 1,518,104 - 0 0 Planning 5,093,024 5,255,516 6,599,159 5,115,735 5,755,897 Parks,Recreation&Public Property 15,485,023 , 15,846,920 15,265,292 14,899,544 16,483,949 Public Safety 133,242,630 133,803,769 139,765,068 151,289,868 163,245,015 Public Works 13,216,251 12,264,237 13,630,679 14,227,826 15,140,836 Convention and Tourism 0 0 0 255,600 250,000 Public Library 7,473,594 8,080,267 8,406,738 7,600,999 8,356,835 Retiree Benefits 13,759,092 15,994,880 15,163,968 16,372,920 17,410,910 Agency&Other Accounts 20,377,910 18,877,442 23,225,076 23,083,677 22,869,002 Total Expenditures 221,855,947 223,097,340 233,136,785 243,135,078 260,411,958 Excess(deficit)of revenues over expenditures: $( 2,194,917) $ 3,056,686 $ 1,911,447 $_(1,286,345) $ (327,030) Other sources(uses)of financial resources: Initial credit $ 2,223,541 $ 1,333 $ 489,111 $ 3,762,999 $ 2,643,828 Operating transfers and encumbrance adjustments(net) 460,487 704,980 243,269 182,684 1,579,312 Net other sources(uses) of financial resources 2,684,028 706,313 732,380 3,945,683 4,223,140 Excess(deficiency)of revenues over expenditures&other sources (uses)of financial resources* $ 489,111 $ 3,762,999 $ 2,643,827 $ 2,659,338 $ 3,896,110 Fund balance,beginning of yr. 2,224,874 490,444 4,252,110 6,406,811 5,303,150 Less initial credit (2,223,541) ( 1,333) (489,111) (3,762,999) (2,643,828) Fund balance,end of yr. $ 490.444 $ 4.252.110 $ 6.406.826 $ 5,303,150 $ 6,555,432 Source: Records of the Finance Department,City of Omaha *City of Omaha procedure in General Fund budgeting is as follows: at the end of each fiscal year,the excess,if any,of revenues and adjustments over expenditures and encumbrances is determined. Any such excess,less extraordinary transfers out,if any,is used as the initial credit to the General Fund Budget for the second year following the year in which the excess has arisen. • • 4824-6076-7747.2 • Omaha Lease Purchase 08 ade with the consent of the owners of two-thirds of the principal amount of all Bonds outstanding, but in no event shall the cash rental payable by the City be reduced or the payment dates extended without the consent of the owners of all Bonds outstanding. 4824-6076-7747.2 Omaha Lease Purchase 08 12 f the actual Beneficial Owners of the Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. 4824-6076-7747.2 Omaha Lease Purchase 08 - 6 ued by the Corporation and accepted by the Underwriter, subject to the approval c Enof legality of the Bonds by Kutak Rock LLP,Bond Counsel, and to certain other conditions. Certain matters will be passed upon for the CD • E t Underwriter by its counsel, Kutak Rock LLP. It is expected that delivery of the Bonds will be made on or about December_, 2008 at 3 DTC against payment therefor. n-r .6) o DAVIDSON Y D A.Davidson & Co. CID"7 =p COMPANIES • C :9 member SIPC ew o O 2 Dated: November ,2008 .S o ? `Preliminary;subject to change. x4824-6076-7747.2 E.• 3 Omaha Lease Purchase 08 CITY OF OMAHA,NEBRASKA GENERAL DEBT SERVICE FUND STATEMENT OF REVENUE, EXPENDITURES AND CHANGES IN FUND BALANCE Five Years Ended December 31,2007 2003 2004 2005 2006 2007 Revenue: Taxes $33,325,595 $34,494,562 $35,631,565 $37,751,458 $ 39,700,167 In lieu-of-taxes 74,594 74,594 74,594 92,735 88,094 Interest income 1,194,441 596,500 238,746 114,615 111,542 Tax allocation revenue - 6,418,394 - Parking fees 438,972 1,187,866 1,168,532 1,026,585 1,243,110 Seat tax 117,939 433,207 374,998 594,628 427,038 State turn back revenue 909,566 318,747 997,550 450,389 799,636 Total revenue $36,061,107 $43,523,870 $38,485,985 $40,030,410 $42,369,587 Contributions from annexed areas 416,626 8,193,136 822,226 344,325 14,467,116 Total revenue&contributions $36,477,733 $51,717,006 $39,308,211 $40,374,735 $56,836,703 Expenditures: Outside services: Professional fees&liabilities $ 508,499 $ 4,747,872 $ 562,771 $ 292,396 $ 1,848,730 Collection fees 339,323 349,257 375,683 377,054 425,334 Total outside services $ 847,822 $ 5,097,129 $ 938,454 $ 669,450 $ 2,274,064 General obligation bonds: Interest expense $25,113,274 $ 56,237,576 $21,883,212 $23,008,972 $37,631,606 Bonds retired 49,050,000 234,975,000 21,150,000 35,125,000 39,725,234 Total general obligation bonds $74,163,274 291,212,576 $43,033,212 $58,133,972 $77,356,840 Total expenditures 75,011,096 296,309,705 $43,971,666 $58,803,422 $79,630,904 Excess(deficit)of revenues& contributions over(under) expenditures $(38,533,363) $(244,592,699) $(4,663,455) $(18,428,687) $(22,794,201) Other financing sources(uses): Refunding Bonds 31,210,633 257,091,159 - 11,425,000 27,397,421 Excess(deficit)of revenues& contributions over(under) expenditures&other financing sources(uses) $(7,322,730) $ 12,498,460 $(4,663,455) $(7,003,687) 4,603,220 • Fund balance at beginning of year 18,379,732 11,057,002 23,555,462 18,892,007 11,888,320 Fund balance at end of year $11.057.002 $ 23,555,462 $18,892.007 $11.888.320 $16,491.540 4824-6076-7747.2 Omaha Lease Purchase 08 B-2 r sources(uses)of financial resources: Initial credit $ 2,223,541 $ 1,333 $ 489,111 $ 3,762,999 $ 2,643,828 Operating transfers and encumbrance adjustments(net) 460,487 704,980 243,269 182,684 1,579,312 Net other sources(uses) of financial resources 2,684,028 706,313 732,380 3,945,683 4,223,140 Excess(deficiency)of revenues over expenditures&other sources (uses)of financial resources* $ 489,111 $ 3,762,999 $ 2,643,827 $ 2,659,338 $ 3,896,110 Fund balance,beginning of yr. 2,224,874 490,444 4,252,110 6,406,811 5,303,150 Less initial credit (2,223,541) ( 1,333) (489,111) (3,762,999) (2,643,828) Fund balance,end of yr. $ 490.444 $ 4.252.110 $ 6.406.826 $ 5,303,150 $ 6,555,432 Source: Records of the Finance Department,City of Omaha *City of Omaha procedure in General Fund budgeting is as follows: at the end of each fiscal year,the excess,if any,of revenues and adjustments over expenditures and encumbrances is determined. Any such excess,less extraordinary transfers out,if any,is used as the initial credit to the General Fund Budget for the second year following the year in which the excess has arisen. • • 4824-6076-7747.2 • Omaha Lease Purchase 08 ade with the consent of the owners of two-thirds of the principal amount of all Bonds outstanding, but in no event shall the cash rental payable by the City be reduced or the payment dates extended without the consent of the owners of all Bonds outstanding. 4824-6076-7747.2 Omaha Lease Purchase 08 12 f the actual Beneficial Owners of the Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. 4824-6076-7747.2 Omaha Lease Purchase 08 - 6 ued by the Corporation and accepted by the Underwriter, subject to the approval c Enof legality of the Bonds by Kutak Rock LLP,Bond Counsel, and to certain other conditions. Certain matters will be passed upon for the CD • E t Underwriter by its counsel, Kutak Rock LLP. It is expected that delivery of the Bonds will be made on or about December_, 2008 at 3 DTC against payment therefor. n-r .6) o DAVIDSON Y D A.Davidson & Co. CID"7 =p COMPANIES • C :9 member SIPC ew o O 2 Dated: November ,2008 .S o ? `Preliminary;subject to change. x4824-6076-7747.2 E.• 3 Omaha Lease Purchase 08 CITY OF OMAHA,SPECIAL TAX REVENUE REDEVELOPMENT AND SPECIAL OBLIGATION DEBT SERVICE FUND Five Years Ended December 31,2007 2003 2004 2005 2006 2007 Revenues: Property tax revenue 1,698,219 1,757,854 1,815,671 1,924,414 1,987,825 Tax allocation revenue 580,945 985,556 1,632,230 1,752,414 3,926,399 State cigarette tax 1,500,000 1,500,328 1,500,000 1,500,000 1,500,000 NRD Miller Park contribution 200,000 200,000 200,000 200,000 200,000 Douglas County Miller Park contribution 141,176 282,352 141,176 141,176 141,176 Rolling River --- --- 56,146 --- 111,575 Naming rights convention center --- 1,990,000 825,000 825,000 825,000 Land sales , 1,060,955 1,015,257 1,656,289 --- 224,260 Other Income 440,033 207,662 --- --- --- Sewer Revenue Fees' 1,549,903 1,519,081 1,520,149 1,519,551 1,517,971 Total revenues 7,171,231 9,458,090 9,346,661 7,862,555 10,434,206 Expenditures: Agency and other accounts 16,851 16,718 26,119 47,445 20,842 Principal payment 1,468,217 1,481,024• 1,746,813 2,003,542 4,315,527 Interest 5,146,824 4,526,330 5,459,700 5,281,609 5,094,062 Sewer Special Obligation debt service* 1,549,903 1,519,081 1,520,149 1,519,551 1,517,971 Professional fees 100,066 12,809 142,796 114,917 168,275 Total expenditures 8,281,861 7,555,962 8,895,577 8,967,064 11,116,677 Excess(deficit)of revenues over expenditures (1,110,630) 1,902,128 451,084 (1,104,509) (682,471) Fund balance,beginning of year: Fund balance 7,651,926 6,541,296 8,443,424 8,894,508 7,789,999 Fund balance,end of year: Fund balance 6,541,296 8,443,424 8,894,508 7,789,999 7,107,528 This redevelopment levy is used to pay bond and interest payments on Redevelopment Bonds.The levy for 2003,2004,2005,2006 and 2007 is .894 cents per$100 of taxable valuation.The State Community Development Law authorizes a taxing authority of 2.6 cents on each$100 upon actual value of all taxable property in the City. The Omaha Special Tax Revenue Redevelopment and Special Obligation Debt Service Fund services the following issuances: Name Date of Issue Date Retired ConAgra Riverfront Redevelopment 1988 2008 Downtown Redevelopment 1999 2019 2002 Redevelopment(Stockyards&Downtown) 2002 2032 2002 Special Obligation(Riverfront) 2002 2032 • Performing Arts Redevelopment 2004 2024 Special Tax Revenue Redevelopment 2007 2027 Special Tax&Tax Allocation Revenue Redevelopment A 2007 2016 Special Tax&Tax Allocation Revenue Redevelopment B 2007 2011 In 2002, the 2002 Special Obligation Bonds were issued. These bonds are serviced by a variety of revenue sources including Property Tax Revenue,Tax Allocation Revenue,State Cigarette Tax,NRD Miller Park Contribution,Douglas County Miller Park Contribution,Sewer Fees and Land Sales. *The debt service for these 2002 Special Obligation Bonds is paid directly from the Sewer Revenue Enterprise Fund. 4824-6076-7747.2 Omaha Lease Purchase 08 B-3 rds of the Finance Department,City of Omaha *City of Omaha procedure in General Fund budgeting is as follows: at the end of each fiscal year,the excess,if any,of revenues and adjustments over expenditures and encumbrances is determined. Any such excess,less extraordinary transfers out,if any,is used as the initial credit to the General Fund Budget for the second year following the year in which the excess has arisen. • • 4824-6076-7747.2 • Omaha Lease Purchase 08 ade with the consent of the owners of two-thirds of the principal amount of all Bonds outstanding, but in no event shall the cash rental payable by the City be reduced or the payment dates extended without the consent of the owners of all Bonds outstanding. 4824-6076-7747.2 Omaha Lease Purchase 08 12 f the actual Beneficial Owners of the Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. 4824-6076-7747.2 Omaha Lease Purchase 08 - 6 ued by the Corporation and accepted by the Underwriter, subject to the approval c Enof legality of the Bonds by Kutak Rock LLP,Bond Counsel, and to certain other conditions. Certain matters will be passed upon for the CD • E t Underwriter by its counsel, Kutak Rock LLP. It is expected that delivery of the Bonds will be made on or about December_, 2008 at 3 DTC against payment therefor. n-r .6) o DAVIDSON Y D A.Davidson & Co. CID"7 =p COMPANIES • C :9 member SIPC ew o O 2 Dated: November ,2008 .S o ? `Preliminary;subject to change. x4824-6076-7747.2 E.• 3 Omaha Lease Purchase 08 CITY OF OMAHA,NEBRASKA GENERAL FUND Fiscal Year 2008 Budget and 2009 Budget 2008 2009 Budgeted Budgeted Revenues: General Property Tax $ 60,919,217 64,378,978 Motor Vehicle Taxes 9,009,500 9,020,000 City Sales and Use Tax 130,000,000 136,087,500 Less:LB 775 Refunds (8,000,000) (8,000,000) Business Taxes 31,767,000 32,655,095 Licenses and Permits 8,732,400 8,437,700 Intergovernmental Revenues 8,946,200 9,869,300 Charges for Services 18,306,119 18,894,974 Investment Income 4,400,000 2,825,400 Miscellaneous 1,716,000 2,535,692 • Prior Year Balance 3,249,743 3,896,110 Total Revenue 269,046,179 280,600;749 Expenditures: Legislative&Executive 2,721,553 2,801,834 Law,Personnel&Human Relations 6,183,420 6,421,625 Finance 2,247,498 2,450,432 Planning 6,189,060 6,524,621 Parks,Recreation and Public Property 17,400,010 18,576,407 Fire 68,218,300 69,096,544 Police 91,931,522 94,008,933 Public Works 15,212,307 15,359,629 Convention and Tourism - 500,000 Public Library 8,312,587 8,631,805 Benefits 20,204,634 22,015,412 Agency and Other Accounts 30,425,288 34,213,507 Total Expenditures 269,046,179 280,600,749 Source: Finance Department,City of Omaha. The major portion of the City's day-to-day operations,some annual capital improvements and various lease-purchase agreements are financed by the General Fund. Appropriations are also made from the General Fund for operating the Public Library System. Further appropriations provide for the City's contribution to employee benefit plans including pension systems, hospitalization and life insurance and social security taxes. The 2009 Budget was formulated from revised projections for budget year 2008. 2009 Budget projections anticipate an increase of$11.6 million over the 2008 Budget or an increase of 4.3%. 4824-6076-7747.2 Omaha Lease Purchase 08 B-4 ity of 2.6 cents on each$100 upon actual value of all taxable property in the City. The Omaha Special Tax Revenue Redevelopment and Special Obligation Debt Service Fund services the following issuances: Name Date of Issue Date Retired ConAgra Riverfront Redevelopment 1988 2008 Downtown Redevelopment 1999 2019 2002 Redevelopment(Stockyards&Downtown) 2002 2032 2002 Special Obligation(Riverfront) 2002 2032 • Performing Arts Redevelopment 2004 2024 Special Tax Revenue Redevelopment 2007 2027 Special Tax&Tax Allocation Revenue Redevelopment A 2007 2016 Special Tax&Tax Allocation Revenue Redevelopment B 2007 2011 In 2002, the 2002 Special Obligation Bonds were issued. These bonds are serviced by a variety of revenue sources including Property Tax Revenue,Tax Allocation Revenue,State Cigarette Tax,NRD Miller Park Contribution,Douglas County Miller Park Contribution,Sewer Fees and Land Sales. *The debt service for these 2002 Special Obligation Bonds is paid directly from the Sewer Revenue Enterprise Fund. 4824-6076-7747.2 Omaha Lease Purchase 08 B-3 rds of the Finance Department,City of Omaha *City of Omaha procedure in General Fund budgeting is as follows: at the end of each fiscal year,the excess,if any,of revenues and adjustments over expenditures and encumbrances is determined. Any such excess,less extraordinary transfers out,if any,is used as the initial credit to the General Fund Budget for the second year following the year in which the excess has arisen. • • 4824-6076-7747.2 • Omaha Lease Purchase 08 ade with the consent of the owners of two-thirds of the principal amount of all Bonds outstanding, but in no event shall the cash rental payable by the City be reduced or the payment dates extended without the consent of the owners of all Bonds outstanding. 4824-6076-7747.2 Omaha Lease Purchase 08 12 f the actual Beneficial Owners of the Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. 4824-6076-7747.2 Omaha Lease Purchase 08 - 6 ued by the Corporation and accepted by the Underwriter, subject to the approval c Enof legality of the Bonds by Kutak Rock LLP,Bond Counsel, and to certain other conditions. Certain matters will be passed upon for the CD • E t Underwriter by its counsel, Kutak Rock LLP. It is expected that delivery of the Bonds will be made on or about December_, 2008 at 3 DTC against payment therefor. n-r .6) o DAVIDSON Y D A.Davidson & Co. CID"7 =p COMPANIES • C :9 member SIPC ew o O 2 Dated: November ,2008 .S o ? `Preliminary;subject to change. x4824-6076-7747.2 E.• 3 Omaha Lease Purchase 08 DEBT SERVICE REQUIREMENTS The annual debt service requirements on the Bonds and Parity Bonds are shown below. Debt Service on Outstanding Debt Service on Lease Revenue Bonds Lease Revenue Bonds Series 2008A For Year Total Total Ending Principal Total Principal Principal Total Debt December 31 and Interest and Interest Principal Interest and Interest Service 2008 $ $ $ $ $ $ 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 TOTALS $ $ $ $ $ • 4824-6076-7747.2 Omaha Lease Purchase 08 B-5 6076-7747.2 Omaha Lease Purchase 08 r. 9836-S Rev. 1/01/2004 - 57 - SUMMARY OF 2007 GENERAL FUND REVENUES AND EXPENDITURES BY SOURCE JUNE 30,2008 2008 Actual Projected Projected Over Budgeted 6/30/2008 12/31/2008 (Under)Budget Revenues: . General Property Tax $ 60,919,217 $ 33,949,455 $ 61,025,000 $ 105,783 Motor Vehicle Taxes 9,009,500 4,055,012 8,695,000 (314,500) City Sales and Use Tax 122,000,000 59,863,955 120,600,000 (1,400,000) Business Taxes 31,767,000 12,682,089 32,223,000 456,000 Licenses and Permits 8,732,400 3,620,452 7,775,000 (957,400) Intergovernmental Revenues 8,946,200 4,573,886 9,273,200 327,000 Charges for Services 18,306,119 8,652,240 18,710,224 404,105 Investment Income 4,400,000 1,295,993 2,400,000 (2,000,000) Miscellaneous 1,716,000 507,392 2,500,000 784,000 Prior Year General Fund Balance 3,249,743 2,659,322 2,659,322 (590,421) Total General Fund Revenue 269,046,179 131,859,796 265,860,746 (3,185,4331 Expenditures: Legislative&Executive 2,721,553 1,401,141 2,602,365 (119,188) Law,Personnel&Human Relations 6,183,420 2,853,452 5,870,945 (312,475) Finance 2,247,498 610,971 2,302,552 55,054 Planning 6,189,060 3,152,229 6,415,647 226,587 Parks,Recreation and Public Property 17,400,010 8,475,892 19,347,797 1,947,787 Public Safety 160,149,822 81,106,653 161,437,347 1,287,525 Public Works 15,212,307 5,567,631 15,633,075 420,768 Public Library 8,312,587 3,480,699 7,680,091 (632,496) Benefits 20,204,634 10,940,863 20,498,075 293,441 Outside Agency Accounts 17,766,153 9,484,607 18,030,524 264,371 Contingency and Other Accounts 12,659,135 2,942,057 10,037,681 (2,621,454) i Total General Fund Expenditures 26',046,179 130,016,195 269,856,099 802,920 Excess Revenues over Expenditures Overage() (3,995,353) Projected Federal Reimbursements(storm) 1,377,818 Projected 2008 General Fund Budget Carryover Reserve (2,617,535) Source: Unaudited records and projections of the Finance Department, City of Omaha as of June 30,2008. These records and projections have not been reviewed by the City's outside auditors:projections are projections only. Actual results as the result of the Year 2008 year-end audit may differ significantly. 4824-6076-7747.2 Omaha Lease Purchase 08 B-6 2002 Special Obligation(Riverfront) 2002 2032 • Performing Arts Redevelopment 2004 2024 Special Tax Revenue Redevelopment 2007 2027 Special Tax&Tax Allocation Revenue Redevelopment A 2007 2016 Special Tax&Tax Allocation Revenue Redevelopment B 2007 2011 In 2002, the 2002 Special Obligation Bonds were issued. These bonds are serviced by a variety of revenue sources including Property Tax Revenue,Tax Allocation Revenue,State Cigarette Tax,NRD Miller Park Contribution,Douglas County Miller Park Contribution,Sewer Fees and Land Sales. *The debt service for these 2002 Special Obligation Bonds is paid directly from the Sewer Revenue Enterprise Fund. 4824-6076-7747.2 Omaha Lease Purchase 08 B-3 rds of the Finance Department,City of Omaha *City of Omaha procedure in General Fund budgeting is as follows: at the end of each fiscal year,the excess,if any,of revenues and adjustments over expenditures and encumbrances is determined. Any such excess,less extraordinary transfers out,if any,is used as the initial credit to the General Fund Budget for the second year following the year in which the excess has arisen. • • 4824-6076-7747.2 • Omaha Lease Purchase 08 ade with the consent of the owners of two-thirds of the principal amount of all Bonds outstanding, but in no event shall the cash rental payable by the City be reduced or the payment dates extended without the consent of the owners of all Bonds outstanding. 4824-6076-7747.2 Omaha Lease Purchase 08 12 f the actual Beneficial Owners of the Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. 4824-6076-7747.2 Omaha Lease Purchase 08 - 6 ued by the Corporation and accepted by the Underwriter, subject to the approval c Enof legality of the Bonds by Kutak Rock LLP,Bond Counsel, and to certain other conditions. Certain matters will be passed upon for the CD • E t Underwriter by its counsel, Kutak Rock LLP. It is expected that delivery of the Bonds will be made on or about December_, 2008 at 3 DTC against payment therefor. n-r .6) o DAVIDSON Y D A.Davidson & Co. CID"7 =p COMPANIES • C :9 member SIPC ew o O 2 Dated: November ,2008 .S o ? `Preliminary;subject to change. x4824-6076-7747.2 E.• 3 Omaha Lease Purchase 08 PROPERTY VALUATIONS AND DEBT RATIOS AS OF DECEMBER 31 2004 2005 2006 2007 Actual Valuation' $20,091,391,760 $21,495,123,660 $22,265,984,445 $25,302,239,770 Net Direct General Obligation Bonded Debt 439,551,010 465,864,465 464,368,152 520,334,932 %of Net Direct General Obligation Bonded Debt to Actual Valuation 2.19% 2.03% 2.09% 2.06% 'Source: Records of Accounting Department,Office of the Douglas County Clerk. 2 The City has a property valuation of$26,509,935,870 for property taxes levied on December 31,2008 POPULATION,NET GENERAL BONDED DEBT AND PER CAPITA DEBT Per Capita Net Direct Net Direct General Obligation General Obligation Year Population' Bonded Debt2'3 Bonded Debt 1950 251,117 $ 11,100,500 $ 44.20 1960 301,598 30,697,871 101.78 1970 346,929 71,586,248 206.34 1980 313,911 73,939,298 235.54 1990 335,795 115,435,013 343.77 2000 390,007 408,103,671 1,046.40 2001 390,153 423,338,935 1,085.06 2002 399,357 417,421,740 1,045.23 2003 404,267 421,869,470 1,043.54 2004 404,274 439,551,010 1,087.26 2005 409,416 465,864,465 1,137.88 2006 419,545 464,368;152 1,106.84 2007 433,715 520,334,932 1,199.72 'Source: United States Census and Metropolitan Area Planning Agency,City of Omaha. 2Records of the Finance Department,City of Omaha. 'In 1982,the City of Omaha inaugurated a new annexation policy. The current annexation policy is designed to create annual, balanced annexation packages and establish consistency from year to year. Such annexation packages combine areas with relatively high outstanding indebtedness in relation to assessed valuation with other areas that have a more positive financial picture. These balanced packages can then be added to the City without tax increase to cover retirement of the additional debt assumed by the City. Under this approach,Omaha has grown by approximately 83,000 people and 36 square miles as a result of annexations since 1980. • 4824-6076-7747.2 Omaha Lease Purchase 08 B-7 of June 30,2008. These records and projections have not been reviewed by the City's outside auditors:projections are projections only. Actual results as the result of the Year 2008 year-end audit may differ significantly. 4824-6076-7747.2 Omaha Lease Purchase 08 B-6 2002 Special Obligation(Riverfront) 2002 2032 • Performing Arts Redevelopment 2004 2024 Special Tax Revenue Redevelopment 2007 2027 Special Tax&Tax Allocation Revenue Redevelopment A 2007 2016 Special Tax&Tax Allocation Revenue Redevelopment B 2007 2011 In 2002, the 2002 Special Obligation Bonds were issued. These bonds are serviced by a variety of revenue sources including Property Tax Revenue,Tax Allocation Revenue,State Cigarette Tax,NRD Miller Park Contribution,Douglas County Miller Park Contribution,Sewer Fees and Land Sales. *The debt service for these 2002 Special Obligation Bonds is paid directly from the Sewer Revenue Enterprise Fund. 4824-6076-7747.2 Omaha Lease Purchase 08 B-3 rds of the Finance Department,City of Omaha *City of Omaha procedure in General Fund budgeting is as follows: at the end of each fiscal year,the excess,if any,of revenues and adjustments over expenditures and encumbrances is determined. Any such excess,less extraordinary transfers out,if any,is used as the initial credit to the General Fund Budget for the second year following the year in which the excess has arisen. • • 4824-6076-7747.2 • Omaha Lease Purchase 08 ade with the consent of the owners of two-thirds of the principal amount of all Bonds outstanding, but in no event shall the cash rental payable by the City be reduced or the payment dates extended without the consent of the owners of all Bonds outstanding. 4824-6076-7747.2 Omaha Lease Purchase 08 12 f the actual Beneficial Owners of the Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. 4824-6076-7747.2 Omaha Lease Purchase 08 - 6 ued by the Corporation and accepted by the Underwriter, subject to the approval c Enof legality of the Bonds by Kutak Rock LLP,Bond Counsel, and to certain other conditions. Certain matters will be passed upon for the CD • E t Underwriter by its counsel, Kutak Rock LLP. It is expected that delivery of the Bonds will be made on or about December_, 2008 at 3 DTC against payment therefor. n-r .6) o DAVIDSON Y D A.Davidson & Co. CID"7 =p COMPANIES • C :9 member SIPC ew o O 2 Dated: November ,2008 .S o ? `Preliminary;subject to change. x4824-6076-7747.2 E.• 3 Omaha Lease Purchase 08 OVERLAPPING DEBT Listed below are the political subdivisions which have the power to levy taxes and the amount of net bonded indebtedness of each, as of April 11, 2008, as reported to the State of Nebraska Auditor of Public Accounts,applicable to the taxable property within the City of Omaha: %Applicable to $Amount Bonds Outstanding City of Omaha Applicable Douglas County' $ 89,210,200 72.58% $ 64,748,763 Omaha-Douglas Public Building Commission 28,705,000 72.58 20,834,089 School District of Omaha3 252,142,991 84.56 213.212,113 School District of Ralston3 29,240,000 71.64 20,947,536 School District of Millard3 157,785,000 63.33 99,925,241 School District of Elkhorn3 69,470,000 53.48 37,152,556 School District No.66 of Douglas County3 19,475,000 100.00 19,475,000 Total $646,028,191 $476,295,298 Douglas County, under various lease purchase agreements, is obligated to provide for annual rental payments. The annual payments on those lease purchase agreements,mostly short-term,are in each case$500,000 or less. 2 Payable from certain property tax revenues and payments to be made to it by the City of Omaha and Douglas County under certain contractual agreements. Actual rental payments by the City for 2007 were$1,389,641. The Act authorizing issuance of bonds by the Omaha-Douglas Public Building Commission(the"Commission")permits the Commission to levy a tax of$.017 per$100 of actual valuation on all the taxable property in Douglas County;the levy for 2007-08 is$.01096 per$100 of actual valuation. However, although the same Act authorizes the City to levy a tax on all the taxable property in the City, except intangible property,of$.017 per$100 of actual valuation in excess of the Charter limitation described under"AUTHORITY TO LEVY TAXES,"if and to the extent necessary to make the City's payments to the Commission,no such levy has ever been made by the City for such purpose. 3 Tax levies for general obligation bond sinking fund purposes are unlimited as to amount. Residents of the City reside in one of the five school districts and pay taxes only to that school district. The City's ratio of direct and overlapping debt ($1,013,121,769) to its 2007/2008 property valuation($25,302,239,770) is 4.004%. 4824-6076-7747.2 Omaha Lease Purchase 08 B-8 results as the result of the Year 2008 year-end audit may differ significantly. 4824-6076-7747.2 Omaha Lease Purchase 08 B-6 2002 Special Obligation(Riverfront) 2002 2032 • Performing Arts Redevelopment 2004 2024 Special Tax Revenue Redevelopment 2007 2027 Special Tax&Tax Allocation Revenue Redevelopment A 2007 2016 Special Tax&Tax Allocation Revenue Redevelopment B 2007 2011 In 2002, the 2002 Special Obligation Bonds were issued. These bonds are serviced by a variety of revenue sources including Property Tax Revenue,Tax Allocation Revenue,State Cigarette Tax,NRD Miller Park Contribution,Douglas County Miller Park Contribution,Sewer Fees and Land Sales. *The debt service for these 2002 Special Obligation Bonds is paid directly from the Sewer Revenue Enterprise Fund. 4824-6076-7747.2 Omaha Lease Purchase 08 B-3 rds of the Finance Department,City of Omaha *City of Omaha procedure in General Fund budgeting is as follows: at the end of each fiscal year,the excess,if any,of revenues and adjustments over expenditures and encumbrances is determined. Any such excess,less extraordinary transfers out,if any,is used as the initial credit to the General Fund Budget for the second year following the year in which the excess has arisen. • • 4824-6076-7747.2 • Omaha Lease Purchase 08 ade with the consent of the owners of two-thirds of the principal amount of all Bonds outstanding, but in no event shall the cash rental payable by the City be reduced or the payment dates extended without the consent of the owners of all Bonds outstanding. 4824-6076-7747.2 Omaha Lease Purchase 08 12 f the actual Beneficial Owners of the Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. 4824-6076-7747.2 Omaha Lease Purchase 08 - 6 ued by the Corporation and accepted by the Underwriter, subject to the approval c Enof legality of the Bonds by Kutak Rock LLP,Bond Counsel, and to certain other conditions. Certain matters will be passed upon for the CD • E t Underwriter by its counsel, Kutak Rock LLP. It is expected that delivery of the Bonds will be made on or about December_, 2008 at 3 DTC against payment therefor. n-r .6) o DAVIDSON Y D A.Davidson & Co. CID"7 =p COMPANIES • C :9 member SIPC ew o O 2 Dated: November ,2008 .S o ? `Preliminary;subject to change. x4824-6076-7747.2 E.• 3 Omaha Lease Purchase 08 LONG-TERM CONTRACTUAL AGREEMENTS The City of Omaha, under certain existing contractual agreements (including lease purchase agreements), is obligated to provide for annual payments which are a charge on the General Fund and the Parking Revenue Fund. From 2008 to 2033, the highest annual payment is $8,841,244 (in 2008), the lowest is $1,819,270(in 2029), and the average annual payment is$4,983,712. Such annual payments are included as General Fund budgetary. items for which annual appropriations are required. Under the Charter of the City of Omaha, the outstanding amount of any lease purchase agreements executed by the City as vendee or as lessee is not chargeable against the City debt limit. City of Omaha and Local Authorities and Districts Revenue and Special Obligation Bonds Outstanding' as of December 31,2007 City of Omaha: Tax Increment Bonds and Notes $ 194,539,486 Special Tax Revenue Bonds 40,385,000 Highway Allocation Revenue Bonds 2,350,000 Convention Center Hotel Revenue Bonds 109,750,000 Special Obligation Bonds 78,510,000 Dodge Park Marina Revenue Bonds 155,000 Omaha Public Power District 1,565,000,000 Airport Authority of the City of Omaha 34,780,000. • Sanitary Sewerage System Revenue Bonds 54,430,000 Nebraska Department of Environmental Control Sewer Revenue Notes 37,056,148 Metropolitan Utilities District 190,000,000 1Revenue bond indebtedness is not general obligation debt of the City. Principal and interest are paid solely from revenues arising from operations of the respective City facilities or of the Authority or District issuing such revenue bonds. No taxes are levied for payment of either principal or interest. Nor are the Tax Increment Bonds and Notes and Special Tax Revenue Bonds referred to above general obligations of the City. Principal and interest are paid(1)either from that portion of the ad valorem tax on real property in a redevelopment project which is in excess of that portion of the ad valorem tax upon real property in such redevelopment project produced by the levy at the rate fixed each year by or for each public body levying a tax in such redevelopment project on the valuation for assessment of the taxable real property as last certified for the year prior to the providing for division of such taxes pursuant to the redevelopment plan or(2)from special tax revenues collected pursuant to redevelopment laws. 4824-6076-7747.2 Omaha Lease Purchase 08 • B-9 se 08 B-6 2002 Special Obligation(Riverfront) 2002 2032 • Performing Arts Redevelopment 2004 2024 Special Tax Revenue Redevelopment 2007 2027 Special Tax&Tax Allocation Revenue Redevelopment A 2007 2016 Special Tax&Tax Allocation Revenue Redevelopment B 2007 2011 In 2002, the 2002 Special Obligation Bonds were issued. These bonds are serviced by a variety of revenue sources including Property Tax Revenue,Tax Allocation Revenue,State Cigarette Tax,NRD Miller Park Contribution,Douglas County Miller Park Contribution,Sewer Fees and Land Sales. *The debt service for these 2002 Special Obligation Bonds is paid directly from the Sewer Revenue Enterprise Fund. 4824-6076-7747.2 Omaha Lease Purchase 08 B-3 rds of the Finance Department,City of Omaha *City of Omaha procedure in General Fund budgeting is as follows: at the end of each fiscal year,the excess,if any,of revenues and adjustments over expenditures and encumbrances is determined. Any such excess,less extraordinary transfers out,if any,is used as the initial credit to the General Fund Budget for the second year following the year in which the excess has arisen. • • 4824-6076-7747.2 • Omaha Lease Purchase 08 ade with the consent of the owners of two-thirds of the principal amount of all Bonds outstanding, but in no event shall the cash rental payable by the City be reduced or the payment dates extended without the consent of the owners of all Bonds outstanding. 4824-6076-7747.2 Omaha Lease Purchase 08 12 f the actual Beneficial Owners of the Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. 4824-6076-7747.2 Omaha Lease Purchase 08 - 6 ued by the Corporation and accepted by the Underwriter, subject to the approval c Enof legality of the Bonds by Kutak Rock LLP,Bond Counsel, and to certain other conditions. Certain matters will be passed upon for the CD • E t Underwriter by its counsel, Kutak Rock LLP. It is expected that delivery of the Bonds will be made on or about December_, 2008 at 3 DTC against payment therefor. n-r .6) o DAVIDSON Y D A.Davidson & Co. CID"7 =p COMPANIES • C :9 member SIPC ew o O 2 Dated: November ,2008 .S o ? `Preliminary;subject to change. x4824-6076-7747.2 E.• 3 Omaha Lease Purchase 08 TOTAL PROPERTY TAX LEVIES IN THE CITY OF OMAHA (Levied on Real and Tangible Personal Property) 2004 2005 2006 2007 2008 (amount per$100 of actual valuation) City of Omaha General Fund $.2431 $.2431 $.2431 $.2431 $.2431 Debt Service Fund .1759 .1759 .1759 .1759 .1759 Judgment Fund .0060 .0060 .0060 .0060 .0060 Redevelopment Fund .0089 .0089 .0089 .0089 .0089 Total for City of Omaha $.4339 $.4339 $.4339 $.4339 $.4339 2003-04 2004-05 2005-06 2006-07 2007-08 (amount per$100 of actual valuation) Other Taxing Units M.U.D.-Water Hydrants $.0072 $.0070 $ -0- $ -0- $ -0- Douglas County .2680 .2680 .26427 .26144 0.24519 Library-(Unincorporated Areas Only) .0273 .0251 .02122 .01855 0.01770 School District of Omaha' 1.2770 1.2545 1.21849 1.19930 1.20059 School District No.66 of Douglas County' 1.2599 1.2930 1.28885 1.30156 1.25282 School District of Ralston' 1.3387 1.3236 1.30261 1.29216 1.26197 School District of Millard' 1.3212 1.2989 1.28995 1.27958 1.20999 School District of Elkhorn' 1.2664 1.2581 1.23776 1.29165 1.30510 State Educational Service Units .01502 .01502 .01502 .01502 0.01500 Omaha-Douglas Public Building Commission .0196 .0110 .01096 .01096 0.01096 Papio Missouri River Natural Resources District .0306 .0406 .03909 .03844 0.03485 Metropolitan Technical Community College .0564 .0674 .0674 .0674 0.06740 Omaha Transit Authority .0505 .0505 .04890 .04871 0.04617 • 'Residents in Omaha reside in one of the above five school districts and pay taxes only to that school district. 2Residents residing in school districts other than the School District of Omaha pay $.01642 for years 2006-07, $.01657 for years 2005-06 and .01671 for the years 2004-05. 4824-6076-7747.2 Omaha Lease Purchase 08 • B-10 II J rior to the providing for division of such taxes pursuant to the redevelopment plan or(2)from special tax revenues collected pursuant to redevelopment laws. 4824-6076-7747.2 Omaha Lease Purchase 08 • B-9 se 08 B-6 2002 Special Obligation(Riverfront) 2002 2032 • Performing Arts Redevelopment 2004 2024 Special Tax Revenue Redevelopment 2007 2027 Special Tax&Tax Allocation Revenue Redevelopment A 2007 2016 Special Tax&Tax Allocation Revenue Redevelopment B 2007 2011 In 2002, the 2002 Special Obligation Bonds were issued. These bonds are serviced by a variety of revenue sources including Property Tax Revenue,Tax Allocation Revenue,State Cigarette Tax,NRD Miller Park Contribution,Douglas County Miller Park Contribution,Sewer Fees and Land Sales. *The debt service for these 2002 Special Obligation Bonds is paid directly from the Sewer Revenue Enterprise Fund. 4824-6076-7747.2 Omaha Lease Purchase 08 B-3 rds of the Finance Department,City of Omaha *City of Omaha procedure in General Fund budgeting is as follows: at the end of each fiscal year,the excess,if any,of revenues and adjustments over expenditures and encumbrances is determined. Any such excess,less extraordinary transfers out,if any,is used as the initial credit to the General Fund Budget for the second year following the year in which the excess has arisen. • • 4824-6076-7747.2 • Omaha Lease Purchase 08 ade with the consent of the owners of two-thirds of the principal amount of all Bonds outstanding, but in no event shall the cash rental payable by the City be reduced or the payment dates extended without the consent of the owners of all Bonds outstanding. 4824-6076-7747.2 Omaha Lease Purchase 08 12 f the actual Beneficial Owners of the Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. 4824-6076-7747.2 Omaha Lease Purchase 08 - 6 ued by the Corporation and accepted by the Underwriter, subject to the approval c Enof legality of the Bonds by Kutak Rock LLP,Bond Counsel, and to certain other conditions. Certain matters will be passed upon for the CD • E t Underwriter by its counsel, Kutak Rock LLP. It is expected that delivery of the Bonds will be made on or about December_, 2008 at 3 DTC against payment therefor. n-r .6) o DAVIDSON Y D A.Davidson & Co. CID"7 =p COMPANIES • C :9 member SIPC ew o O 2 Dated: November ,2008 .S o ? `Preliminary;subject to change. x4824-6076-7747.2 E.• 3 Omaha Lease Purchase 08 MAJOR TAXPAYERS The following are firms located within the City of Omaha with real estate valuations in excess of $25,000,000 as of June 18,2008. Value of Taxpayer Real Property OAK VIEW MALL LLC $102,718,100 168TH AND DODGE LP 75,907,800 WESTROADS MALL LLC 71,589,000 W D W LIFE INS SOC 57,966,600 IRET-MR9 LLC 56,175,600 FIRST DATA RESOURCES INC 53,282,900 SECURITY NATL PROPERTIES FUND 46,830,000 UNITED OF OMAHA LIFE INS 46,443,700 OPUS REALTY CO ETAL 43,994,900 CLF LANDMARK OMAHA LLC 42,030,300 CARG LLC 41,816,500 CONNECTICUT NATL BANK TR 40,218,800 CREIGHTON ST JOSEPH REGIONAL 39,000,000 FIRST NATIONAL BANK OMAHA 37,700,600 GUARANTEE MUTUAL LIFE 37.056,400 OMAHA PLAZA INVESTMENTS LLC 36,287,300 FIRST NATL OF NEBR INC 35,218,400 TARGET CORPORATION 34,325,900 WASHOVIA DEVELOPMENT CORPORATION 34,060,000 COLE MT OMAHA 33,341,600 DOUGLAS BUILDING LLC 33,302,200 WIESMAN DEVELOPMENT LLC 32,883,500 • CONNECTIVITY SOLUTIONS MANUFACTURING 31,460,400 LVP OAKVIEW STRIP CENTER LLC 31,183,200 ALEGENT HEALTH 30,101,900 WEST TELESERVICES CORP 30,006,900 REGENCY LAKESIDE ASSOC LLC 29,839,100 BISHOP CLARKSON MEMORIAL HOSPITAL 28,598,900 CFO2 OMAHA LLC 27,484,300 ROE—NORTH PARK II LLC 25,623,300 PHYSICIANS MUTUAL INSURANCE CO 25,586,500 WAL-MART REAL ESTATE BUSINESS 25,461,400 Source: Records of the Tax Control Supervisor,Office of the Douglas County Clerk. 4824-6076-7747.2 Omaha Lease Purchase 08 B-11 4 0.03485 Metropolitan Technical Community College .0564 .0674 .0674 .0674 0.06740 Omaha Transit Authority .0505 .0505 .04890 .04871 0.04617 • 'Residents in Omaha reside in one of the above five school districts and pay taxes only to that school district. 2Residents residing in school districts other than the School District of Omaha pay $.01642 for years 2006-07, $.01657 for years 2005-06 and .01671 for the years 2004-05. 4824-6076-7747.2 Omaha Lease Purchase 08 • B-10 II J rior to the providing for division of such taxes pursuant to the redevelopment plan or(2)from special tax revenues collected pursuant to redevelopment laws. 4824-6076-7747.2 Omaha Lease Purchase 08 • B-9 se 08 B-6 2002 Special Obligation(Riverfront) 2002 2032 • Performing Arts Redevelopment 2004 2024 Special Tax Revenue Redevelopment 2007 2027 Special Tax&Tax Allocation Revenue Redevelopment A 2007 2016 Special Tax&Tax Allocation Revenue Redevelopment B 2007 2011 In 2002, the 2002 Special Obligation Bonds were issued. These bonds are serviced by a variety of revenue sources including Property Tax Revenue,Tax Allocation Revenue,State Cigarette Tax,NRD Miller Park Contribution,Douglas County Miller Park Contribution,Sewer Fees and Land Sales. *The debt service for these 2002 Special Obligation Bonds is paid directly from the Sewer Revenue Enterprise Fund. 4824-6076-7747.2 Omaha Lease Purchase 08 B-3 rds of the Finance Department,City of Omaha *City of Omaha procedure in General Fund budgeting is as follows: at the end of each fiscal year,the excess,if any,of revenues and adjustments over expenditures and encumbrances is determined. Any such excess,less extraordinary transfers out,if any,is used as the initial credit to the General Fund Budget for the second year following the year in which the excess has arisen. • • 4824-6076-7747.2 • Omaha Lease Purchase 08 ade with the consent of the owners of two-thirds of the principal amount of all Bonds outstanding, but in no event shall the cash rental payable by the City be reduced or the payment dates extended without the consent of the owners of all Bonds outstanding. 4824-6076-7747.2 Omaha Lease Purchase 08 12 f the actual Beneficial Owners of the Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. 4824-6076-7747.2 Omaha Lease Purchase 08 - 6 ued by the Corporation and accepted by the Underwriter, subject to the approval c Enof legality of the Bonds by Kutak Rock LLP,Bond Counsel, and to certain other conditions. Certain matters will be passed upon for the CD • E t Underwriter by its counsel, Kutak Rock LLP. It is expected that delivery of the Bonds will be made on or about December_, 2008 at 3 DTC against payment therefor. n-r .6) o DAVIDSON Y D A.Davidson & Co. CID"7 =p COMPANIES • C :9 member SIPC ew o O 2 Dated: November ,2008 .S o ? `Preliminary;subject to change. x4824-6076-7747.2 E.• 3 Omaha Lease Purchase 08 DEBT MANAGEMENT General Obligation Debt Margin Article V, Section 5.27,Home Rule Charter of the City of Omaha, 1956, as amended,provides: The total amount of general obligation indebtedness outstanding at any time, which shall include bonds issued but shall not include bonds authorized until they are issued, shall not exceed 3.5 per cent of the actual value of taxable real and personal property in the city. Computation of the general obligation debt margin as defined in the Home Rule Charter, based upon 2007 valuations,reflects the following: Maximum debt limit (3.5% of total assessed $885,578,392 valuation) . General obligation bonds outstanding 536,826,472 Less balance in General Obligation Debt (16,491,540) (520,334,932) Service Fund December 31,2007 General obligation debt margin $365,243,460 Revenue bond indebtedness, special obligation bonds, general obligation notes and lease-purchase agreements are not chargeable against the general obligation debt margin. The City of Omaha has no general obligation notes outstanding. Revenue and special obligation bond indebtedness and lease purchase agreement obligations are set forth herein under the captions "OVERLAPPING DEBT" and "LONG-TERM CONTRACTUAL AGREEMENTS—City of Omaha and Local Authorities and Districts Revenue and Special Obligation Bonds Outstanding." Debt Payment Record The City of Omaha has never defaulted on its obligations to pay principal of or interest on its indebtedness. General Obligation Bonds Authorized But Unissued Upon the issuance of the Bonds, the City will have $53,746,000 of general obligation bonds authorized but unissued. The City anticipates that these bonds will be issued in varying amounts annually through 2012. CASH RESERVE FUND At a special City election held on November 6, 1984, voters of the City approved an amendment to Section 5.03 of the City Charter to provide in subsection(10) for the establishment of a cash reserve fund("Cash Reserve Fund")for the purpose of meeting emergencies arising from: (a) the loss or partial loss of a revenue source; (b) an unanticipated expenditure demand due to a natural disaster, casualty loss or act of God; 4824-6076-7747.2 Omaha Lease Purchase 08 B-12 ision of such taxes pursuant to the redevelopment plan or(2)from special tax revenues collected pursuant to redevelopment laws. 4824-6076-7747.2 Omaha Lease Purchase 08 • B-9 se 08 B-6 2002 Special Obligation(Riverfront) 2002 2032 • Performing Arts Redevelopment 2004 2024 Special Tax Revenue Redevelopment 2007 2027 Special Tax&Tax Allocation Revenue Redevelopment A 2007 2016 Special Tax&Tax Allocation Revenue Redevelopment B 2007 2011 In 2002, the 2002 Special Obligation Bonds were issued. These bonds are serviced by a variety of revenue sources including Property Tax Revenue,Tax Allocation Revenue,State Cigarette Tax,NRD Miller Park Contribution,Douglas County Miller Park Contribution,Sewer Fees and Land Sales. *The debt service for these 2002 Special Obligation Bonds is paid directly from the Sewer Revenue Enterprise Fund. 4824-6076-7747.2 Omaha Lease Purchase 08 B-3 rds of the Finance Department,City of Omaha *City of Omaha procedure in General Fund budgeting is as follows: at the end of each fiscal year,the excess,if any,of revenues and adjustments over expenditures and encumbrances is determined. Any such excess,less extraordinary transfers out,if any,is used as the initial credit to the General Fund Budget for the second year following the year in which the excess has arisen. • • 4824-6076-7747.2 • Omaha Lease Purchase 08 ade with the consent of the owners of two-thirds of the principal amount of all Bonds outstanding, but in no event shall the cash rental payable by the City be reduced or the payment dates extended without the consent of the owners of all Bonds outstanding. 4824-6076-7747.2 Omaha Lease Purchase 08 12 f the actual Beneficial Owners of the Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. 4824-6076-7747.2 Omaha Lease Purchase 08 - 6 ued by the Corporation and accepted by the Underwriter, subject to the approval c Enof legality of the Bonds by Kutak Rock LLP,Bond Counsel, and to certain other conditions. Certain matters will be passed upon for the CD • E t Underwriter by its counsel, Kutak Rock LLP. It is expected that delivery of the Bonds will be made on or about December_, 2008 at 3 DTC against payment therefor. n-r .6) o DAVIDSON Y D A.Davidson & Co. CID"7 =p COMPANIES • C :9 member SIPC ew o O 2 Dated: November ,2008 .S o ? `Preliminary;subject to change. x4824-6076-7747.2 E.• 3 Omaha Lease Purchase 08 (c) expenditure demand for the satisfaction of judgments and litigation expenses when the Judgment Levy Fund balance is inadequate;or (d) conditions wherein serious loss of life, health or property is threatened or has occurred. The 1984 amendment to the City Charter authorized the appropriation at the close of any fiscal year for credit to the Cash Reserve Fund of any amount, or portion thereof, held as General Fund surplus. Income earned on amounts credited to the Cash Reserve Fund is retained in the fund. The maximum size of the Cash Reserve Fund was established at an amount equal to 4% of General Fund appropriations. The ordinance adopted by the City Council to close Fiscal 1984 Accounts provided that the sum of $1,600,000 be transferred from 1984 available budgetary balances as the initial credit to the Cash Reserve Fund to be held as provided in Section 5.03(10) of the City Charter. 2007 interest earnings of $284,343 increased the balance as of December 31,2007 to$5,417,318. EMPLOYEE RELATIONS: RETIREMENT SYSTEMS The City of Omaha negotiates with four major unions: The Civilian Management Professional and Technical Employees Council; The Omaha City Employees, Local No. 251; The Omaha Association of Firefighters, Local No. 385; and The Omaha Police Union, Local No. 1. Current agreements with the four unions expire as follows: The Civilian Management Professional and Technical Employees Council—December 31, 2008; Omaha Association of Firefighters, Local No. 385—December 29, 2007; Omaha City Employees, Local No. 251—December 31, 2008; and Omaha Police Union, Local No. 1— December 30,2007. The negotiating procedure involves meeting with the designated union representatives and discussing economic and noneconomic items regarding contractual agreements. At any time, should an impasse be reached, Nebraska law provides that either party may appeal to the Nebraska Commission of Industrial Relations. Either party may appeal the decision of such Commission to the Nebraska Supreme Court,whose decision is final. With the December 30, 2007 expiration of the Omaha Association of Firefighters, Local No.385 and the Omaha Police Union Local No. 1 union contracts, both contracts remain unsettled. The City and the Omaha Association of Firefighters, Local No. 385 are still negotiating a contract. The City and the Omaha Police Union Local No. 1 have declared an impasse in negotiations and have presented their cases to the Nebraska Commission of Industrial Relations. CITY OF OMAHA EMPLOYEES' RETIREMENT SYSTEM The City of Omaha Employees' Retirement System became effective on January 1, 1949. Certain of its provisions, which are governed by Chapter 22.21 of the Omaha Municipal Code, are summarized herein. All city employees except the following are covered by the plan: police; firefighters; persons paid on a contractual or fee basis; seasonal, temporary and part-time employees; and elected officials who do not make written application to the plan. 4824-6076-7747.2 Omaha Lease Purchase 08 B-13 D Miller Park Contribution,Douglas County Miller Park Contribution,Sewer Fees and Land Sales. *The debt service for these 2002 Special Obligation Bonds is paid directly from the Sewer Revenue Enterprise Fund. 4824-6076-7747.2 Omaha Lease Purchase 08 B-3 rds of the Finance Department,City of Omaha *City of Omaha procedure in General Fund budgeting is as follows: at the end of each fiscal year,the excess,if any,of revenues and adjustments over expenditures and encumbrances is determined. Any such excess,less extraordinary transfers out,if any,is used as the initial credit to the General Fund Budget for the second year following the year in which the excess has arisen. • • 4824-6076-7747.2 • Omaha Lease Purchase 08 ade with the consent of the owners of two-thirds of the principal amount of all Bonds outstanding, but in no event shall the cash rental payable by the City be reduced or the payment dates extended without the consent of the owners of all Bonds outstanding. 4824-6076-7747.2 Omaha Lease Purchase 08 12 f the actual Beneficial Owners of the Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. 4824-6076-7747.2 Omaha Lease Purchase 08 - 6 ued by the Corporation and accepted by the Underwriter, subject to the approval c Enof legality of the Bonds by Kutak Rock LLP,Bond Counsel, and to certain other conditions. Certain matters will be passed upon for the CD • E t Underwriter by its counsel, Kutak Rock LLP. It is expected that delivery of the Bonds will be made on or about December_, 2008 at 3 DTC against payment therefor. n-r .6) o DAVIDSON Y D A.Davidson & Co. CID"7 =p COMPANIES • C :9 member SIPC ew o O 2 Dated: November ,2008 .S o ? `Preliminary;subject to change. x4824-6076-7747.2 E.• 3 Omaha Lease Purchase 08 • The historical and negotiated employee and City contributions rates based on an employee's compensation are as follows: Period Employee Rate City Rate 07/01/72-01/31/98 4.00% 5.20% 02/01/98-06/18/01 4.85 6.05 06/19/01-12/23/01 4.98 6.18 12/24/01-12/21/02 5.33 6.53 12/22/02-12/20/03 5.70 6.90 12/21/03-07/29/06 6.825 8.025 07/30/06-12/16/06 7.325 8.525 12/17/06-12/15/07 7.825 9.025 12/16/07-12/27/08 8.325 9.525 Prior service credit is granted for employment with the City before January 1, 1949, and membership service credit is granted for employment thereafter. Compulsory military duty and voluntary military duty in time of war count as service. Early retirement is permitted at age 50 with five years of service, with the accrued benefit reduced 8% per year for retirement prior to age 60. For employees whose age plus service equals or exceeds 80, the 8% per year reduction is eliminated. An employee's monthly pension is equal to 2.25% of average final monthly compensation for each year of service. Following is a cash flow analysis of the System for the last five fiscal years: 2003 2004 2005 2006 2007 Receipts Employee Contributions $ 3,128,760 $ 3,627,681 $3,643,131 $3,532,487 $ 4,262,326 Employer Contributions 4,349,621 4,449,203 4,500,192 4,145,033 4,975,039 Investment Income 40,677,320 30,056,366 18,008,146 30,714,663 17,158,906 Security Lending Income 109,199 101,171 92,472 126,172 199,220 Total Receipts $48,264,900 $38,234,421 $26,243,941 $38,518,355 $26,595,491 Disbursements Retirement Pensions $13,510,718 $15,215,239 $17,647,999 $21,159,087 $22,230,727 Death Benefits 140,000 173,400 210,338 75,698 11,524 Refunds 271,183 431,819 320,002 455,998 251,974 Other Disbursements 1,353,885 1,635,149 1,777,885 1,912,828 2,047,699 Total Disbursements 15,275,786 17,455,607 19,956,224 23,603,611 24,541,924 Excess of Receipts Over Disbursements $32,989,144 $20,778,814 $6,287,717 $ 14,914,744 $2,053,567 Source:Records of Finance Department,City of Omaha. 4824-6076-7747.2 Omaha Lease Purchase 08 B-14 raska Commission of Industrial Relations. CITY OF OMAHA EMPLOYEES' RETIREMENT SYSTEM The City of Omaha Employees' Retirement System became effective on January 1, 1949. Certain of its provisions, which are governed by Chapter 22.21 of the Omaha Municipal Code, are summarized herein. All city employees except the following are covered by the plan: police; firefighters; persons paid on a contractual or fee basis; seasonal, temporary and part-time employees; and elected officials who do not make written application to the plan. 4824-6076-7747.2 Omaha Lease Purchase 08 B-13 D Miller Park Contribution,Douglas County Miller Park Contribution,Sewer Fees and Land Sales. *The debt service for these 2002 Special Obligation Bonds is paid directly from the Sewer Revenue Enterprise Fund. 4824-6076-7747.2 Omaha Lease Purchase 08 B-3 rds of the Finance Department,City of Omaha *City of Omaha procedure in General Fund budgeting is as follows: at the end of each fiscal year,the excess,if any,of revenues and adjustments over expenditures and encumbrances is determined. Any such excess,less extraordinary transfers out,if any,is used as the initial credit to the General Fund Budget for the second year following the year in which the excess has arisen. • • 4824-6076-7747.2 • Omaha Lease Purchase 08 ade with the consent of the owners of two-thirds of the principal amount of all Bonds outstanding, but in no event shall the cash rental payable by the City be reduced or the payment dates extended without the consent of the owners of all Bonds outstanding. 4824-6076-7747.2 Omaha Lease Purchase 08 12 f the actual Beneficial Owners of the Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. 4824-6076-7747.2 Omaha Lease Purchase 08 - 6 ued by the Corporation and accepted by the Underwriter, subject to the approval c Enof legality of the Bonds by Kutak Rock LLP,Bond Counsel, and to certain other conditions. Certain matters will be passed upon for the CD • E t Underwriter by its counsel, Kutak Rock LLP. It is expected that delivery of the Bonds will be made on or about December_, 2008 at 3 DTC against payment therefor. n-r .6) o DAVIDSON Y D A.Davidson & Co. CID"7 =p COMPANIES • C :9 member SIPC ew o O 2 Dated: November ,2008 .S o ? `Preliminary;subject to change. x4824-6076-7747.2 E.• 3 Omaha Lease Purchase 08 The latest actuarial study by the firm of Milliman Consultants and Actuaries was for the period ended January 1, 2007 and included an 8.0% investment assumption. Summarized below is financial information concerning the System for the last five fiscal years. 2003 2004 2005 2006 2007 System Total Assets' $250,059,336 $270,838,150 $277,125,867 $292,040,611 $294,094,178 Employee Contributions' 3,128,760 3,627,681 3,643,131 3,532,487 4,262,326 Employer Contributions' 4,349,621 4,449,203 4,500,192 4,145,033 4,975,039 Net Pension Obligation (3,411,896) (5,778,439) (8,100,275) (10,080,703) (13,910,207) Unfunded Actuarial 66,600,000 57,100,000 74,900,000 69,700,000 74,300,000 Accrued Liability 'System Total Assets,Employee Contributions and Employer Contributions figures are taken from City of Omaha records as of December 31 of each year. 2Complete Actuarial Valuations are performed every other year,the last being for the period ended January 1,2007. The net pension asset and unfunded accrued liability figures are from the report of Milliman,Inc. City of Omaha Employees'Retirement System Annual Pension Cost and Net Pension Obligation December 31,2007 The City's annual pension cost and net pension obligation to the Civilian Plan for the fiscal year ended December 31,2007 are as follows: Annual required contribution $ 8,883,618 Interest on net pension asset 807,256 Adjustment to annual required contribution (896,331) Annual pension cost 8,794,543 Contributions made 4,975,039 Increase in net pension obligation 3,819,504 Net pension obligation,beginning of year (10,090,703) Net pension obligation,end of year $(13,910,207) Three-year trend information is as follows: Fiscal Annual Percentage Net year pension of APC pension ending cost(APC) contributed obligation 12/31/2007 $8,794,543 57% $(13,910,207) 12/31/2006 6,135,462 67 (10,090,703) 12/31/2005 6,822,028 65 (8,100,275) 4824-6076-7747.2 Omaha Lease Purchase 08 B-15 s of Receipts Over Disbursements $32,989,144 $20,778,814 $6,287,717 $ 14,914,744 $2,053,567 Source:Records of Finance Department,City of Omaha. 4824-6076-7747.2 Omaha Lease Purchase 08 B-14 raska Commission of Industrial Relations. CITY OF OMAHA EMPLOYEES' RETIREMENT SYSTEM The City of Omaha Employees' Retirement System became effective on January 1, 1949. Certain of its provisions, which are governed by Chapter 22.21 of the Omaha Municipal Code, are summarized herein. All city employees except the following are covered by the plan: police; firefighters; persons paid on a contractual or fee basis; seasonal, temporary and part-time employees; and elected officials who do not make written application to the plan. 4824-6076-7747.2 Omaha Lease Purchase 08 B-13 D Miller Park Contribution,Douglas County Miller Park Contribution,Sewer Fees and Land Sales. *The debt service for these 2002 Special Obligation Bonds is paid directly from the Sewer Revenue Enterprise Fund. 4824-6076-7747.2 Omaha Lease Purchase 08 B-3 rds of the Finance Department,City of Omaha *City of Omaha procedure in General Fund budgeting is as follows: at the end of each fiscal year,the excess,if any,of revenues and adjustments over expenditures and encumbrances is determined. Any such excess,less extraordinary transfers out,if any,is used as the initial credit to the General Fund Budget for the second year following the year in which the excess has arisen. • • 4824-6076-7747.2 • Omaha Lease Purchase 08 ade with the consent of the owners of two-thirds of the principal amount of all Bonds outstanding, but in no event shall the cash rental payable by the City be reduced or the payment dates extended without the consent of the owners of all Bonds outstanding. 4824-6076-7747.2 Omaha Lease Purchase 08 12 f the actual Beneficial Owners of the Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. 4824-6076-7747.2 Omaha Lease Purchase 08 - 6 ued by the Corporation and accepted by the Underwriter, subject to the approval c Enof legality of the Bonds by Kutak Rock LLP,Bond Counsel, and to certain other conditions. Certain matters will be passed upon for the CD • E t Underwriter by its counsel, Kutak Rock LLP. It is expected that delivery of the Bonds will be made on or about December_, 2008 at 3 DTC against payment therefor. n-r .6) o DAVIDSON Y D A.Davidson & Co. CID"7 =p COMPANIES • C :9 member SIPC ew o O 2 Dated: November ,2008 .S o ? `Preliminary;subject to change. x4824-6076-7747.2 E.• 3 Omaha Lease Purchase 08 POLICE AND FIREMEN'S RETIREMENT SYSTEM The City of Omaha Police and Firemen's Retirement System became effective on July 1, 1961. Certain of its provisions, which are governed by Chapter 22.61 of the Omaha Municipal Code, are summarized herein. Membership in the System is limited to and shall include only probationary and regular uniformed personnel of the Police and Fire Departments. Retirement is optional at age 45 with 20 years of service with a lifetime monthly service retirement benefit equal to 53% of average final monthly compensation. With 25 years of service or more, an employee can retire at the minimum age of 45 with a lifetime monthly retirement benefit equal to 75% of average final monthly compensation. Following is a cash flow analysis of the system for the last five fiscal years: 2003 2004 2005 2006 2007 Receipts Employee Contributions $10,806,224 $10,712,955 $11,558,030 $13,468,182 $14,996,443 Employer Contributions 15,952,973 15,387,900 16,434,609 19,020,836 20,699,211 Prior Service Contributions 1,327,600 1,327,600 1,327,600 1,327,600 1,327,000 Investment Income 70,952,783 43,980,340 39,095,219 58,197,853 28,888,051 Security Lending Income 68,307 102,444 85,792 84.760 150,220 $99,107,887 $71,511,239 $68,501,250 $92,099,231 $66,060,925 Disbursements Retirement Pensions $26,761,129 $30,994,359 $31,973,122 $33,918,970 $39,653,439 Death Benefits 169,625 23,900 66,463 1,000 56,898 Refunds 31,313 195,981 121,520 318,739 235,811 Other Disbursements 2,533,246 3,679,805 3,365,627 3,574,750 3,799,517 29,495,313 34,894,045 35,526,732 37,813,459 43,745,665 Excess of Receipts $69,612,574 $36,617,194 $32,974,518 $54,285,772 $22,315,260 Over Disbursements Source:Records of Finance Department,City of Omaha. 4824-6076-7747.2 Omaha Lease Purchase 08 B-16 ) 12/31/2006 6,135,462 67 (10,090,703) 12/31/2005 6,822,028 65 (8,100,275) 4824-6076-7747.2 Omaha Lease Purchase 08 B-15 s of Receipts Over Disbursements $32,989,144 $20,778,814 $6,287,717 $ 14,914,744 $2,053,567 Source:Records of Finance Department,City of Omaha. 4824-6076-7747.2 Omaha Lease Purchase 08 B-14 raska Commission of Industrial Relations. CITY OF OMAHA EMPLOYEES' RETIREMENT SYSTEM The City of Omaha Employees' Retirement System became effective on January 1, 1949. Certain of its provisions, which are governed by Chapter 22.21 of the Omaha Municipal Code, are summarized herein. All city employees except the following are covered by the plan: police; firefighters; persons paid on a contractual or fee basis; seasonal, temporary and part-time employees; and elected officials who do not make written application to the plan. 4824-6076-7747.2 Omaha Lease Purchase 08 B-13 D Miller Park Contribution,Douglas County Miller Park Contribution,Sewer Fees and Land Sales. *The debt service for these 2002 Special Obligation Bonds is paid directly from the Sewer Revenue Enterprise Fund. 4824-6076-7747.2 Omaha Lease Purchase 08 B-3 rds of the Finance Department,City of Omaha *City of Omaha procedure in General Fund budgeting is as follows: at the end of each fiscal year,the excess,if any,of revenues and adjustments over expenditures and encumbrances is determined. Any such excess,less extraordinary transfers out,if any,is used as the initial credit to the General Fund Budget for the second year following the year in which the excess has arisen. • • 4824-6076-7747.2 • Omaha Lease Purchase 08 ade with the consent of the owners of two-thirds of the principal amount of all Bonds outstanding, but in no event shall the cash rental payable by the City be reduced or the payment dates extended without the consent of the owners of all Bonds outstanding. 4824-6076-7747.2 Omaha Lease Purchase 08 12 f the actual Beneficial Owners of the Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. 4824-6076-7747.2 Omaha Lease Purchase 08 - 6 ued by the Corporation and accepted by the Underwriter, subject to the approval c Enof legality of the Bonds by Kutak Rock LLP,Bond Counsel, and to certain other conditions. Certain matters will be passed upon for the CD • E t Underwriter by its counsel, Kutak Rock LLP. It is expected that delivery of the Bonds will be made on or about December_, 2008 at 3 DTC against payment therefor. n-r .6) o DAVIDSON Y D A.Davidson & Co. CID"7 =p COMPANIES • C :9 member SIPC ew o O 2 Dated: November ,2008 .S o ? `Preliminary;subject to change. x4824-6076-7747.2 E.• 3 Omaha Lease Purchase 08 The latest actuarial study by the firm of Milliman Consultants and Actuaries was for the period ended January 1, 2008 and included an 8.0% investment assumption. Summarized below is financial information concerning the System for the last five years. 2003 2004 2005 2006 2007 System Total Assets' $383,731,297 $420,348,491 $453,323,009 $507,608,781 $529,923,390 Employee Contributions' 10,806,224 10,712,955 11,558,030 13,468,182 14,996,211 Employer Contributions' 17,280,573 16,715,500 17,762,209 20,348,436 22,026,211 Net Pension Obligation2 (6,788,891) (12,500,861) (20,884,106) (31,630,196) (45,494,051) Unfunded Actuarial Accrued Liability2 $128,200,000 $123,600,000 $250,500,000 $293,500,000 351,900,000 'System Total Assets, Employee Contributions and Employer Contributions figures are taken from City of Omaha records as of December 31 of each year. 2Complete Actuarial Valuations are performed every year. The Net Pension Obligation and Unfunded Actuarial Accrued Liability figures are taken from reports of Milliman Consultants and Actuaries and annual City audits. During 1977, on the basis of an actuarial balance sheet prepared as of January 1, 1977, the District Court of Douglas County, Nebraska made a determination relative to the unfunded liability for past service credits and the method of funding such amount. The City had adopted a policy whereby the employer contributions each year exceeded the matching requirements and served to amortize in part the past service costs. Commencing in 1979, the City contributes to the Police and Firemen's Retirement System the sum of$1,327,600 per year for 50 years to provide for the amortization of the prior service cost. Police and Firemen's Retirement System Annual Pension Cost and Net Pension Obligation December 31,2007 The City's annual pension cost and net pension obligation to the Uniform Plan for the year ended December 31, 2007 are as follows: Annual required contribution $36,169,279 Interest on net pension obligation 2,530,416 Adjustment to annual required contribution (2,809,629) Annual pension cost 35,890,066 Contributions made 22,026,211 Increase in net pension obligation 13,863,855 Net pension obligation,beginning of year (31,630,196) Net pension obligation,end of year $(45,494,051) 4824-6076-7747.2 Omaha Lease Purchase 08 B-17 The City of Omaha Employees' Retirement System became effective on January 1, 1949. Certain of its provisions, which are governed by Chapter 22.21 of the Omaha Municipal Code, are summarized herein. All city employees except the following are covered by the plan: police; firefighters; persons paid on a contractual or fee basis; seasonal, temporary and part-time employees; and elected officials who do not make written application to the plan. 4824-6076-7747.2 Omaha Lease Purchase 08 B-13 D Miller Park Contribution,Douglas County Miller Park Contribution,Sewer Fees and Land Sales. *The debt service for these 2002 Special Obligation Bonds is paid directly from the Sewer Revenue Enterprise Fund. 4824-6076-7747.2 Omaha Lease Purchase 08 B-3 rds of the Finance Department,City of Omaha *City of Omaha procedure in General Fund budgeting is as follows: at the end of each fiscal year,the excess,if any,of revenues and adjustments over expenditures and encumbrances is determined. Any such excess,less extraordinary transfers out,if any,is used as the initial credit to the General Fund Budget for the second year following the year in which the excess has arisen. • • 4824-6076-7747.2 • Omaha Lease Purchase 08 ade with the consent of the owners of two-thirds of the principal amount of all Bonds outstanding, but in no event shall the cash rental payable by the City be reduced or the payment dates extended without the consent of the owners of all Bonds outstanding. 4824-6076-7747.2 Omaha Lease Purchase 08 12 f the actual Beneficial Owners of the Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. 4824-6076-7747.2 Omaha Lease Purchase 08 - 6 ued by the Corporation and accepted by the Underwriter, subject to the approval c Enof legality of the Bonds by Kutak Rock LLP,Bond Counsel, and to certain other conditions. Certain matters will be passed upon for the CD • E t Underwriter by its counsel, Kutak Rock LLP. It is expected that delivery of the Bonds will be made on or about December_, 2008 at 3 DTC against payment therefor. n-r .6) o DAVIDSON Y D A.Davidson & Co. CID"7 =p COMPANIES • C :9 member SIPC ew o O 2 Dated: November ,2008 .S o ? `Preliminary;subject to change. x4824-6076-7747.2 E.• 3 Omaha Lease Purchase 08 Three-year trend information is as follows: Fiscal Annual Percentage Net year pension of APC pension ending cost(APC) contributed obligation 12/31/2007 $34,563,066 60% $(45,494,051) 12/31/2006 30,917,700 65 (31,630,196) 12/31/2005 26,145,454 78 (20,884,106) OTHER POST EMPLOYMENT BENEFITS Implementation of GASB Statements The Government Accounting Standards Board ("GASB") has issued Statements No. 43 ("GASB 43"),Financial Reporting for Post Employment Benefit Plans Other Than Pension Plans ("OPEBs"), and No. 45 ("GASB 45"), Accounting and Financial Reporting by Employers for Post Employment Benefits Other Than Pensions. GASB 43 was implemented by the City for fiscal year ending December 31, 2006 and GASB 45 was implemented by the City for fiscal year ending December 31, 2007. GASB 45 requires the accounting for the annual cost of OPEB and the related outstanding liability using an actuarial approach similar to pensions. The City implemented prospectively(zero net obligation at transition). Plan Description The City provides certain postemployment health care benefits to eligible retirees and their dependents in accordance with provisions established in Chapter 23 of the Omaha Municipal Code. The plan is a single-employer defined benefit health care plan administered by the City. The plan does not issue separate financial statements. Funding Policy The contribution requirements of plan members and the City are established through labor negotiations, with the Omaha Police Union Local No. 101 (the "Police Union"), the Professional Firefighters Association of Omaha Local No.385 (the "Firefighters Union"), the Omaha City Employees Local No.251, and other classified civilian and sworn employees. All agreements are approved and can be amended by the Omaha City Council. Contributions are made to the plan based on a pay-as-you-go basis and the City self-insures this benefit. For the year ended December 31,2007,the City paid$12,707,723 for 1,129 retirees. Retiree contribution rates vary from 0%to 5% of an annual estimated premium depending on the bargaining group date of retirement. Retiree contributions for 2007 were $386,124. See"EMPLOYEE RELATIONS; RETIREMENT SYSTEMS"regarding the uncertain status of the City's contract negotiations with the Firefighters Union and the Police Union. Annual OPEB Cost and Net OPEB Obligation The City's annual OPEB expense is calculated based on the annual required contribution of the employer ("ARC"), an amount actuarially determined in accordance with the parameters of GASB 45. The ARC represents a level of funding that, if paid on an ongoing basis, is projected to cover normal cost each year and amortize any unfunded actuarial liabilities (or funding excess) over a period not to exceed 30 years. The City's annual OPEB cost, the percentage of annual OPEB cost contributed to the plan, and the net OPEB obligation for 2007 are as follows(unaudited): 4824-6076-7747.2 Omaha Lease Purchase 08 B-18 chase 08 B-13 D Miller Park Contribution,Douglas County Miller Park Contribution,Sewer Fees and Land Sales. *The debt service for these 2002 Special Obligation Bonds is paid directly from the Sewer Revenue Enterprise Fund. 4824-6076-7747.2 Omaha Lease Purchase 08 B-3 rds of the Finance Department,City of Omaha *City of Omaha procedure in General Fund budgeting is as follows: at the end of each fiscal year,the excess,if any,of revenues and adjustments over expenditures and encumbrances is determined. Any such excess,less extraordinary transfers out,if any,is used as the initial credit to the General Fund Budget for the second year following the year in which the excess has arisen. • • 4824-6076-7747.2 • Omaha Lease Purchase 08 ade with the consent of the owners of two-thirds of the principal amount of all Bonds outstanding, but in no event shall the cash rental payable by the City be reduced or the payment dates extended without the consent of the owners of all Bonds outstanding. 4824-6076-7747.2 Omaha Lease Purchase 08 12 f the actual Beneficial Owners of the Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. 4824-6076-7747.2 Omaha Lease Purchase 08 - 6 ued by the Corporation and accepted by the Underwriter, subject to the approval c Enof legality of the Bonds by Kutak Rock LLP,Bond Counsel, and to certain other conditions. Certain matters will be passed upon for the CD • E t Underwriter by its counsel, Kutak Rock LLP. It is expected that delivery of the Bonds will be made on or about December_, 2008 at 3 DTC against payment therefor. n-r .6) o DAVIDSON Y D A.Davidson & Co. CID"7 =p COMPANIES • C :9 member SIPC ew o O 2 Dated: November ,2008 .S o ? `Preliminary;subject to change. x4824-6076-7747.2 E.• 3 Omaha Lease Purchase 08 1 Percentage of Annual OPEB annual OPEB Net OPEB cost contributed Fiscal year ended: December 31,2007 $ 28,600,000 44% $15,892,277 The following tables(unaudited)show(1)the components of the City's annual OPEB cost for the year,the amount actually contributed to the plan, and changes in the City's net OPEB obligation and(2)the funded status of the plan: (1) Annual required contribution $28,600,000 Contributions made 12,707,723 Increase in OPEB obligation 15,892,277 Net OPEB obligation—beginning of year — Net OPEB obligation—end of year $15,892,277 (2) The funded status of the plan as of March 1,2006 is as follows: Actuarial accrued liability(AAL) $307,500,000 Actuarial value of plan assets — Unfunded actuarial accrued liability(UAAL) $307,500,000 Funded ratio —% Covered payroll $ 153,600,000 UAAL as a percentage of covered payroll 200% Source:Finance Department,City of Omaha. Actuarial Methods and Assumptions Actuarial valuations on an ongoing plan involve estimates of the value-reported amounts and assumptions about the probability of occurrence of events far into the future. Examples include assumptions about future employment, mortality and the health care cost trend. Amounts determined regarding the funded status of the plan and the annual required contributions of the employer are subject to continual revision as actual results are compared with past expectations and new estimates are made about the future. The following Schedule of Funding Progress presents multiyear trend information about whether the actuarial value of plan assets is increasing or decreasing over time relative to the actuarial accrued liabilities for benefits. 4824-6076-7747.2 Omaha Lease Purchase 08 B-19 insures this benefit. For the year ended December 31,2007,the City paid$12,707,723 for 1,129 retirees. Retiree contribution rates vary from 0%to 5% of an annual estimated premium depending on the bargaining group date of retirement. Retiree contributions for 2007 were $386,124. See"EMPLOYEE RELATIONS; RETIREMENT SYSTEMS"regarding the uncertain status of the City's contract negotiations with the Firefighters Union and the Police Union. Annual OPEB Cost and Net OPEB Obligation The City's annual OPEB expense is calculated based on the annual required contribution of the employer ("ARC"), an amount actuarially determined in accordance with the parameters of GASB 45. The ARC represents a level of funding that, if paid on an ongoing basis, is projected to cover normal cost each year and amortize any unfunded actuarial liabilities (or funding excess) over a period not to exceed 30 years. The City's annual OPEB cost, the percentage of annual OPEB cost contributed to the plan, and the net OPEB obligation for 2007 are as follows(unaudited): 4824-6076-7747.2 Omaha Lease Purchase 08 B-18 chase 08 B-13 D Miller Park Contribution,Douglas County Miller Park Contribution,Sewer Fees and Land Sales. *The debt service for these 2002 Special Obligation Bonds is paid directly from the Sewer Revenue Enterprise Fund. 4824-6076-7747.2 Omaha Lease Purchase 08 B-3 rds of the Finance Department,City of Omaha *City of Omaha procedure in General Fund budgeting is as follows: at the end of each fiscal year,the excess,if any,of revenues and adjustments over expenditures and encumbrances is determined. Any such excess,less extraordinary transfers out,if any,is used as the initial credit to the General Fund Budget for the second year following the year in which the excess has arisen. • • 4824-6076-7747.2 • Omaha Lease Purchase 08 ade with the consent of the owners of two-thirds of the principal amount of all Bonds outstanding, but in no event shall the cash rental payable by the City be reduced or the payment dates extended without the consent of the owners of all Bonds outstanding. 4824-6076-7747.2 Omaha Lease Purchase 08 12 f the actual Beneficial Owners of the Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. 4824-6076-7747.2 Omaha Lease Purchase 08 - 6 ued by the Corporation and accepted by the Underwriter, subject to the approval c Enof legality of the Bonds by Kutak Rock LLP,Bond Counsel, and to certain other conditions. Certain matters will be passed upon for the CD • E t Underwriter by its counsel, Kutak Rock LLP. It is expected that delivery of the Bonds will be made on or about December_, 2008 at 3 DTC against payment therefor. n-r .6) o DAVIDSON Y D A.Davidson & Co. CID"7 =p COMPANIES • C :9 member SIPC ew o O 2 Dated: November ,2008 .S o ? `Preliminary;subject to change. x4824-6076-7747.2 E.• 3 Omaha Lease Purchase 08 CITY OF OMAHA,NEBRASKA Schedule of Funding Progress(unaudited) Year ended December 31,2007 Post-Retirement Obligations Schedule of Funding Progress and Trend Information (Dollar amounts in millions) UAL as a Actuarial Unfunded percentage value of Actuarial AL Covered of covered Actuarial assets liability(AL) (UAL) Funded ratio payroll payroll valuation date (a) (b) (b-a) (a/b) (c) ((b-a)/(c) March 1,2006 $ - $307.5 $307.5 -% $ 153.6 200% Schedule of Employer Contributions Annual Total Percentage of required employer ARC contribution contribution contribution Fiscal year ending (a) (b) (b/c) December 31,2007 $28,600,000 $12,707,723 44.4% Source:Finance Department,City of Omaha. Projections of benefits for financial reporting purposes are based on the substantive plan (the plan as understood by the employer and the plan members) and include benefits provided at the time of each valuation and the historical pattern of sharing benefit costs between the employer and plan member to that point. The actuarial methods used include techniques that are designed to reduce the effects of short-term volatility in actuarial accrued liabilities and the actuarial value of assets, consistent with the long-term perspective of the calculations. In the March 1, 2006 actuarial valuation, the unit credit actuarial cost method was used. The actuarial assumptions included a 4% projected investment rate of return and an annual health care cost trend of 7.88% initially, reduced by decrements to an ultimate rate of 5% after five years. Both rates include a 3.25% inflation assumption. The amortization of the unfunded actuarial accrued liability is calculated assuming 30 annual payments increasing at 4% per year. The actuarial study was prepared by Milliman Consultants and Actuaries for the period ending March 1,2006. 4824-6076-7747.2 • Omaha Lease Purchase 08 B-20 depending on the bargaining group date of retirement. Retiree contributions for 2007 were $386,124. See"EMPLOYEE RELATIONS; RETIREMENT SYSTEMS"regarding the uncertain status of the City's contract negotiations with the Firefighters Union and the Police Union. Annual OPEB Cost and Net OPEB Obligation The City's annual OPEB expense is calculated based on the annual required contribution of the employer ("ARC"), an amount actuarially determined in accordance with the parameters of GASB 45. The ARC represents a level of funding that, if paid on an ongoing basis, is projected to cover normal cost each year and amortize any unfunded actuarial liabilities (or funding excess) over a period not to exceed 30 years. The City's annual OPEB cost, the percentage of annual OPEB cost contributed to the plan, and the net OPEB obligation for 2007 are as follows(unaudited): 4824-6076-7747.2 Omaha Lease Purchase 08 B-18 chase 08 B-13 D Miller Park Contribution,Douglas County Miller Park Contribution,Sewer Fees and Land Sales. *The debt service for these 2002 Special Obligation Bonds is paid directly from the Sewer Revenue Enterprise Fund. 4824-6076-7747.2 Omaha Lease Purchase 08 B-3 rds of the Finance Department,City of Omaha *City of Omaha procedure in General Fund budgeting is as follows: at the end of each fiscal year,the excess,if any,of revenues and adjustments over expenditures and encumbrances is determined. Any such excess,less extraordinary transfers out,if any,is used as the initial credit to the General Fund Budget for the second year following the year in which the excess has arisen. • • 4824-6076-7747.2 • Omaha Lease Purchase 08 ade with the consent of the owners of two-thirds of the principal amount of all Bonds outstanding, but in no event shall the cash rental payable by the City be reduced or the payment dates extended without the consent of the owners of all Bonds outstanding. 4824-6076-7747.2 Omaha Lease Purchase 08 12 f the actual Beneficial Owners of the Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. 4824-6076-7747.2 Omaha Lease Purchase 08 - 6 ued by the Corporation and accepted by the Underwriter, subject to the approval c Enof legality of the Bonds by Kutak Rock LLP,Bond Counsel, and to certain other conditions. Certain matters will be passed upon for the CD • E t Underwriter by its counsel, Kutak Rock LLP. It is expected that delivery of the Bonds will be made on or about December_, 2008 at 3 DTC against payment therefor. n-r .6) o DAVIDSON Y D A.Davidson & Co. CID"7 =p COMPANIES • C :9 member SIPC ew o O 2 Dated: November ,2008 .S o ? `Preliminary;subject to change. x4824-6076-7747.2 E.• 3 Omaha Lease Purchase 08 APPENDIX B—CITY OF OMAHA FINANCIAL INFORMATION PART TWO Independent Auditors'Report and General Purpose Financial Statements 4824-6076-7747.2 Omaha Lease Purchase 08 evenue Bonds Series 2008A For Year Total Total Ending Principal Total Principal Principal Total Debt December 31 and Interest and Interest Principal Interest and Interest Service 2008 $ $ $ $ $ $ 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 TOTALS $ $ $ $ $ • 4824-6076-7747.2 Omaha Lease Purchase 08 B-5 6076-7747.2 Omaha Lease Purchase 08 r. 9836-S Rev. 1/01/2004 - 57 - APPENDIX C FORM OF CONTINUING DISCLOSURE LETTER AGREEMENT December , 2008 First National Bank of Omaha, as Trustee for the Bonds 16th and Dodge Streets Omaha,NE 68102 $7,250,000* City of Omaha Public Facilities Corporation Lease Revenue Bonds (Omaha Library and Equipment Project) Series 2008A Ladies and Gentlemen: (a) This Letter Agreement is executed and delivered by the City of Omaha, Nebraska (the "City")and First National Bank of Omaha,as Trustee("Trustee")under the Indenture of Trust dated as of December 1, 2008 (the "Indenture"), for the benefit of the holders and beneficial owners of the above-captioned bonds (collectively, the "Bonds") to facilitate compliance with Section(b)(5)(i) of Securities and Exchange Commission Rule 15c2-12 under the Securities Exchange Act of 1934, as amended(17 C.F.R. § 240.15c2-12)(the"Rule"). This Letter Agreement is being executed and delivered to assist D.A.Davidson, as underwriter (the "Underwriter"), as the Participating Underwriter under the Rule, to comply with the Rule. Capitalized terms used in this Letter Agreement and not otherwise defined in the Indenture shall have the meanings assigned such terms in paragraph(b)hereof. (b) The following are the defmitions of the capitalized terms used herein and not otherwise defined in the Indenture: "Annual Financial Information" means the financial information or operating data with respect to the City, provided at least annually, of the type included in Appendix A hereto. The financial statements included in the Annual Financial Information shall be prepared in accordance with generally accepted accounting principles ("GAAP") for governmental units as prescribed by the Government Accounting Standards Board("GASB"). Such financial statements may, but are not required to,be Audited Financial Statements. "Audited Financial Statements"means the City's annual financial statements, prepared in accordance with GAAP for governmental units as prescribed by GASB, which financial statements shall have been audited by the City Council Audit Committee. "Material Event" means any of the following events, if material, with respect to the Bonds: (i) Principal and interest payment delinquencies; *Preliminary;subject to change. 4824-6076-7747.2 Omaha Lease Purchase 08 Obligation The City's annual OPEB expense is calculated based on the annual required contribution of the employer ("ARC"), an amount actuarially determined in accordance with the parameters of GASB 45. The ARC represents a level of funding that, if paid on an ongoing basis, is projected to cover normal cost each year and amortize any unfunded actuarial liabilities (or funding excess) over a period not to exceed 30 years. The City's annual OPEB cost, the percentage of annual OPEB cost contributed to the plan, and the net OPEB obligation for 2007 are as follows(unaudited): 4824-6076-7747.2 Omaha Lease Purchase 08 B-18 chase 08 B-13 D Miller Park Contribution,Douglas County Miller Park Contribution,Sewer Fees and Land Sales. *The debt service for these 2002 Special Obligation Bonds is paid directly from the Sewer Revenue Enterprise Fund. 4824-6076-7747.2 Omaha Lease Purchase 08 B-3 rds of the Finance Department,City of Omaha *City of Omaha procedure in General Fund budgeting is as follows: at the end of each fiscal year,the excess,if any,of revenues and adjustments over expenditures and encumbrances is determined. Any such excess,less extraordinary transfers out,if any,is used as the initial credit to the General Fund Budget for the second year following the year in which the excess has arisen. • • 4824-6076-7747.2 • Omaha Lease Purchase 08 ade with the consent of the owners of two-thirds of the principal amount of all Bonds outstanding, but in no event shall the cash rental payable by the City be reduced or the payment dates extended without the consent of the owners of all Bonds outstanding. 4824-6076-7747.2 Omaha Lease Purchase 08 12 f the actual Beneficial Owners of the Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. 4824-6076-7747.2 Omaha Lease Purchase 08 - 6 ued by the Corporation and accepted by the Underwriter, subject to the approval c Enof legality of the Bonds by Kutak Rock LLP,Bond Counsel, and to certain other conditions. Certain matters will be passed upon for the CD • E t Underwriter by its counsel, Kutak Rock LLP. It is expected that delivery of the Bonds will be made on or about December_, 2008 at 3 DTC against payment therefor. n-r .6) o DAVIDSON Y D A.Davidson & Co. CID"7 =p COMPANIES • C :9 member SIPC ew o O 2 Dated: November ,2008 .S o ? `Preliminary;subject to change. x4824-6076-7747.2 E.• 3 Omaha Lease Purchase 08 (ii) Non-payment related defaults; (iii) Unscheduled draws on debt service reserves reflecting financial difficulties; (iv) Unscheduled draws on credit enhancements reflecting financial difficulties; (v) Substitution of credit or liquidity providers,or their failure to perform; (vi) Adverse tax opinions or events affecting the tax-exempt status of the Bonds; (vii) Modifications to rights of Bondholders; (viii) Bond calls(other than mandatory sinking fund redemptions); (ix) Defeasances; (x) Release, substitution or sale of property securing repayment of the Bonds; and (xi) Rating changes. "Material Event Notice"means written or electronic notice of a Material Event. "NRMSIR" means a nationally recognized municipal securities information repository, as recognized from time to time by the Securities and Exchange Commission by no-action letter for the purposes referred to in the Rule. The NRMSIRs as of the date of this Letter Agreement are: Bloomberg Municipal Repository 100 Business Park Drive Skillman,NJ 08558 Phone: (609)279-3225 Fax: (609)279-5962 http://www.bloomberg.com/markets/rates/municontacts.html Email: Munis@Bloomberg.com • DPC Data Inc. One Executive Drive Fort Lee,NJ 07024 Phone: (201)346-0701 Fax: (201)947-0107 http://www.MuniF1LINGS.com Email: nrmsir@dpcdata.com 4824-6076-7747.2 Omaha Lease Purchase 08 C-2 , of the type included in Appendix A hereto. The financial statements included in the Annual Financial Information shall be prepared in accordance with generally accepted accounting principles ("GAAP") for governmental units as prescribed by the Government Accounting Standards Board("GASB"). Such financial statements may, but are not required to,be Audited Financial Statements. "Audited Financial Statements"means the City's annual financial statements, prepared in accordance with GAAP for governmental units as prescribed by GASB, which financial statements shall have been audited by the City Council Audit Committee. "Material Event" means any of the following events, if material, with respect to the Bonds: (i) Principal and interest payment delinquencies; *Preliminary;subject to change. 4824-6076-7747.2 Omaha Lease Purchase 08 Obligation The City's annual OPEB expense is calculated based on the annual required contribution of the employer ("ARC"), an amount actuarially determined in accordance with the parameters of GASB 45. The ARC represents a level of funding that, if paid on an ongoing basis, is projected to cover normal cost each year and amortize any unfunded actuarial liabilities (or funding excess) over a period not to exceed 30 years. The City's annual OPEB cost, the percentage of annual OPEB cost contributed to the plan, and the net OPEB obligation for 2007 are as follows(unaudited): 4824-6076-7747.2 Omaha Lease Purchase 08 B-18 chase 08 B-13 D Miller Park Contribution,Douglas County Miller Park Contribution,Sewer Fees and Land Sales. *The debt service for these 2002 Special Obligation Bonds is paid directly from the Sewer Revenue Enterprise Fund. 4824-6076-7747.2 Omaha Lease Purchase 08 B-3 rds of the Finance Department,City of Omaha *City of Omaha procedure in General Fund budgeting is as follows: at the end of each fiscal year,the excess,if any,of revenues and adjustments over expenditures and encumbrances is determined. Any such excess,less extraordinary transfers out,if any,is used as the initial credit to the General Fund Budget for the second year following the year in which the excess has arisen. • • 4824-6076-7747.2 • Omaha Lease Purchase 08 ade with the consent of the owners of two-thirds of the principal amount of all Bonds outstanding, but in no event shall the cash rental payable by the City be reduced or the payment dates extended without the consent of the owners of all Bonds outstanding. 4824-6076-7747.2 Omaha Lease Purchase 08 12 f the actual Beneficial Owners of the Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. 4824-6076-7747.2 Omaha Lease Purchase 08 - 6 ued by the Corporation and accepted by the Underwriter, subject to the approval c Enof legality of the Bonds by Kutak Rock LLP,Bond Counsel, and to certain other conditions. Certain matters will be passed upon for the CD • E t Underwriter by its counsel, Kutak Rock LLP. It is expected that delivery of the Bonds will be made on or about December_, 2008 at 3 DTC against payment therefor. n-r .6) o DAVIDSON Y D A.Davidson & Co. CID"7 =p COMPANIES • C :9 member SIPC ew o O 2 Dated: November ,2008 .S o ? `Preliminary;subject to change. x4824-6076-7747.2 E.• 3 Omaha Lease Purchase 08 Interactive Data Pricing and Reference Data,Inc. Attn:NRMSIR 15th Floor 100 William Street New York,NY 10038 Phone: (212)771-6999; (800)689-8466 Fax: (212)771-7390 http://www.interactivedata-prd.com Email: NRMSIR@interactivedata.com Standard&Poor's Securities Evaluations,Inc. 45th Floor 55 Water Street New York,NY 10041 Phone: (212)438-4595 Fax: (212)438-3975 http://www.disclosuredirectory.standardandpoors.com/ Email: nrmsir_repository@sandp.com "SID" means a state information depository as operated or designated by the State of Nebraska and recognized by the Securities and Exchange Commission by no-action letter as such for the purposes referred to in the Rule. There is not a SID as of the date of this Letter Agreement. (c) The City undertakes to provide the following information as provided in this Letter Agreement: (1) Annual Financial Information; (2) Audited Financial Statements,if any; and (3) Material Event Notices. (d)(1) The City shall while any Bonds are Outstanding provide the Annual Financial Information on or before the date which is 270 days after the end of each fiscal year of the City (the "Submission Date"), to the Trustee, who shall provide such Annual Financial Information to each then existing NRMSIR and the SID, if any, on or before the date which is five days after the Submission Date (the "Report Date") while any Bonds are Outstanding or, if not received by the Trustee by the second Business Day prior to the Report Date, then within five Business Days of its receipt by the Trustee. The City shall include with each submission of Annual Financial Information to the Trustee a written representation addressed to the Trustee to the effect that the Annual Financial Information is the Annual Financial Information required hereby and that it complies with the applicable requirements hereof. If the City changes its fiscal year, it shall provide written notice of the change of fiscal year to the Trustee and to each then existing NRMSIR or•the Municipal Securities Rulemaking Board("MSRB") and the SID, if any. It shall be sufficient if the City provides to the Trustee and the Trustee provides to each then existing NRMSIR and the SID, if any, any or all of the Annual Financial Information by specific reference to documents previously provided to each NRMSIR and the SID, if any, or filed with the Securities and Exchange Commission and, if such a document is a final official statement within the meaning of the Rule, available from the MSRB. 4824-6076-7747.2 Omaha Lease Purchase 08 C-3 that, if paid on an ongoing basis, is projected to cover normal cost each year and amortize any unfunded actuarial liabilities (or funding excess) over a period not to exceed 30 years. The City's annual OPEB cost, the percentage of annual OPEB cost contributed to the plan, and the net OPEB obligation for 2007 are as follows(unaudited): 4824-6076-7747.2 Omaha Lease Purchase 08 B-18 chase 08 B-13 D Miller Park Contribution,Douglas County Miller Park Contribution,Sewer Fees and Land Sales. *The debt service for these 2002 Special Obligation Bonds is paid directly from the Sewer Revenue Enterprise Fund. 4824-6076-7747.2 Omaha Lease Purchase 08 B-3 rds of the Finance Department,City of Omaha *City of Omaha procedure in General Fund budgeting is as follows: at the end of each fiscal year,the excess,if any,of revenues and adjustments over expenditures and encumbrances is determined. Any such excess,less extraordinary transfers out,if any,is used as the initial credit to the General Fund Budget for the second year following the year in which the excess has arisen. • • 4824-6076-7747.2 • Omaha Lease Purchase 08 ade with the consent of the owners of two-thirds of the principal amount of all Bonds outstanding, but in no event shall the cash rental payable by the City be reduced or the payment dates extended without the consent of the owners of all Bonds outstanding. 4824-6076-7747.2 Omaha Lease Purchase 08 12 f the actual Beneficial Owners of the Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. 4824-6076-7747.2 Omaha Lease Purchase 08 - 6 ued by the Corporation and accepted by the Underwriter, subject to the approval c Enof legality of the Bonds by Kutak Rock LLP,Bond Counsel, and to certain other conditions. Certain matters will be passed upon for the CD • E t Underwriter by its counsel, Kutak Rock LLP. It is expected that delivery of the Bonds will be made on or about December_, 2008 at 3 DTC against payment therefor. n-r .6) o DAVIDSON Y D A.Davidson & Co. CID"7 =p COMPANIES • C :9 member SIPC ew o O 2 Dated: November ,2008 .S o ? `Preliminary;subject to change. x4824-6076-7747.2 E.• 3 Omaha Lease Purchase 08 (2) If not provided as part of the Annual Financial Information, the City shall provide the Audited Financial Statements to the Trustee when and if available while any Bonds are Outstanding and the Trustee shall then promptly provide each then existing NRMSIR and the SID, if any, with such Audited Financial Statements. (3)(i) If a Material Event occurs while any Bonds are Outstanding, the City shall provide written or electronic notice of a Material Event in a timely manner to the Trustee. The Trustee shall promptly prepare a Material Event Notice, which shall be so captioned and shall prominently state the date, title and CUSIP numbers of the Bonds, and shall promptly provide the Material Event Notice to each then existing NRMSIR or the MSRB and the SID, if any. (ii) The Trustee shall promptly advise the City whenever, in the course of performing its duties as Trustee hereunder or under the Indenture,the Trustee identifies an occurrence which, if material, would require the City to provide a Material Event Notice pursuant to subparagraph(d)(3)(i), provided that the failure of the Trustee to so advise the City shall not cause a breach by the Trustee of any of their respective duties and responsibilities hereunder. (4) The Trustee shall, without further direction or instruction from the City, provide in a timely manner to each then existing NRMSIR or the MSRB and to the SID, if any, notice of any failure by the City while any Bonds are Outstanding to provide to the Trustee Annual Financial Information on or before the Report Date (whether caused by failure of the City to provide such information to the Trustee by the Submission Date or for any other reason). For the purposes of determining whether information received from the City is Annual Financial Information, the Trustee shall be entitled to rely conclusively on the City's written representation made pursuant to paragraph(d)(1)hereof. (5) If the City provides to the Trustee information relating to the City or the Bonds, which information is not designated as a Material Event Notice, and directs the Trustee to provide such information to information repositories, the Trustee shall provide such information in a timely manner to the MSRB and the SID, if any. (6) The Trustee shall determine each year prior to the Report Date the name and address of each NRMSIR and the SID, if any. (7) Any filing under this Letter Agreement may be made solely by transmitting such filing to the Texas Municipal Advisory Council (the "MAC") as provided at http://www.disclosureusa.org unless the United States Securities and Exchange Commission has withdrawn the interpretive advice in its letter to the MAC dated September 7, 2004. (e) The continuing obligation hereunder of the City to provide Annual Financial Information, Audited Financial Statements, if any, and Material Event Notices shall terminate immediately once the Bonds no longer are Outstanding. This Letter Agreement, or any provision hereof, shall be null and void in the event that the City delivers to the Trustee an opinion of nationally recognized bond counsel to the effect that those portions of the Rule which require this Letter Agreement, or any such provision, are invalid,have been repealed retroactively or otherwise do not apply to the Bonds,provided that the Trustee shall have provided notice of such delivery and the cancellation of this Letter Agreement or any provision hereof to each then existing NRMSIR or the MSRB and the SID, if any. (f) This Letter Agreement may be amended by the City and the Trustee without the consent of the Bondholders, but only upon the delivery by the City to each Trustee of the proposed amendment and an opinion of nationally recognized bond counsel to the effect that such amendment,and giving effect thereto, will not adversely affect the compliance of this Letter Agreement and by the City with the Rule 4824-6076-7747.2 Omaha Lease Purchase 08 C-4 • e by the City be reduced or the payment dates extended without the consent of the owners of all Bonds outstanding. 4824-6076-7747.2 Omaha Lease Purchase 08 12 f the actual Beneficial Owners of the Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. 4824-6076-7747.2 Omaha Lease Purchase 08 - 6 ued by the Corporation and accepted by the Underwriter, subject to the approval c Enof legality of the Bonds by Kutak Rock LLP,Bond Counsel, and to certain other conditions. Certain matters will be passed upon for the CD • E t Underwriter by its counsel, Kutak Rock LLP. It is expected that delivery of the Bonds will be made on or about December_, 2008 at 3 DTC against payment therefor. n-r .6) o DAVIDSON Y D A.Davidson & Co. CID"7 =p COMPANIES • C :9 member SIPC ew o O 2 Dated: November ,2008 .S o ? `Preliminary;subject to change. x4824-6076-7747.2 E.• 3 Omaha Lease Purchase 08 and that such amendment complies with this paragraph(f), provided that the Trustee shall have provided notice of such delivery and of the amendment to each then existing NRMSIR or the MSRB and the SID, if any. Any such amendment shall satisfy the following conditions: (1) The amendment may be made only in connection with a change in circumstances that arises from a change in legal requirements, change in law or change in the identity, nature or status of the City,or type of business conducted; (2) This Letter Agreement, as amended, would have complied with the requirements of the Rule at the time of the primary offering, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances; and (3) The amendment does not materially impair the interest of holders of the Bonds, as determined by nationally recognized bond counsel, or by approving vote of holders of the Bonds pursuant to the terms of the Indenture at the time of the amendment. The initial Annual Financial Information after the amendment shall explain, in narrative form,the reasons for the amendment and the effect of the change in the type of operating data or financial information being provided. (g) Any failure by the parties hereto to perform in accordance with this Letter Agreement shall not constitute an "Event of Default" under the Indenture or the Agreement (as defined by the Indenture), and the rights and remedies provided by the Indenture upon the occurrence of an "Event of Default" shall not apply to any such failure. The Trustee shall not have the power or duty to enforce this Letter Agreement. If the City fails to comply herewith, any Bondholder may take such actions as may be necessary and appropriate, including seeking specific performance by court order, to cause the City to comply with its obligations hereunder. (h) This Letter Agreement shall be governed by and construed in accordance with the laws of the State of Nebraska, provided that to the extent this Letter Agreement addresses matters of federal securities laws, including the Rule, this Letter Agreement shall be construed in accordance with such federal securities laws and official interpretations thereof. (i) Article X of the Indenture is hereby made applicable to this Letter Agreement as if this Letter Agreement were (solely for this purpose) contained in the Indenture. The Trustee shall have only such duties as are specifically set forth in this Letter Agreement, and the City agrees, subject to the availability of appropriations of funds to it therefor and other moneys legally available for the purpose,to indemnify and hold harmless the Trustee from and against any and all claims, damages, losses, liabilities, costs or expenses whatsoever which the Trustee may incur(or which may be claimed against the Trustee by any person or entity whatsoever) arising out of or in the exercise or performance of its powers and duties hereunder,but excluding liabilities due to the Trustee's gross negligence or willful misconduct. (j) This Letter Agreement shall inure solely to the benefit of the City, the Trustee, the Underwriter, the issuer of the Bonds and the holders from time to time of the Bonds and shall create no rights in any other person or entity. 4824-6076-7747.2 Omaha Lease Purchase 08 C-5 shall have provided notice of such delivery and the cancellation of this Letter Agreement or any provision hereof to each then existing NRMSIR or the MSRB and the SID, if any. (f) This Letter Agreement may be amended by the City and the Trustee without the consent of the Bondholders, but only upon the delivery by the City to each Trustee of the proposed amendment and an opinion of nationally recognized bond counsel to the effect that such amendment,and giving effect thereto, will not adversely affect the compliance of this Letter Agreement and by the City with the Rule 4824-6076-7747.2 Omaha Lease Purchase 08 C-4 • e by the City be reduced or the payment dates extended without the consent of the owners of all Bonds outstanding. 4824-6076-7747.2 Omaha Lease Purchase 08 12 f the actual Beneficial Owners of the Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. 4824-6076-7747.2 Omaha Lease Purchase 08 - 6 ued by the Corporation and accepted by the Underwriter, subject to the approval c Enof legality of the Bonds by Kutak Rock LLP,Bond Counsel, and to certain other conditions. Certain matters will be passed upon for the CD • E t Underwriter by its counsel, Kutak Rock LLP. It is expected that delivery of the Bonds will be made on or about December_, 2008 at 3 DTC against payment therefor. n-r .6) o DAVIDSON Y D A.Davidson & Co. CID"7 =p COMPANIES • C :9 member SIPC ew o O 2 Dated: November ,2008 .S o ? `Preliminary;subject to change. x4824-6076-7747.2 E.• 3 Omaha Lease Purchase 08 (k) This Letter Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. Very truly yours, [SEAL] CITY OF OMAHA,NEBRASKA ATTEST: By Mayor City Clerk APPROVED AS TO FORM: City Attorney Acknowledged and Accepted as of the date first above written: FIRST NATIONAL BANK OF OMAHA, as Trustee By Authorized Officer • 4824-6076-7747.2 Omaha Lease Purchase 08 C-6 2022 2023 2024 2025 2026 2027 2028 TOTALS $ $ $ $ $ • 4824-6076-7747.2 Omaha Lease Purchase 08 B-5 6076-7747.2 Omaha Lease Purchase 08 r. 9836-S Rev. 1/01/2004 - 57 - APPENDIX D FORM OF OPINION OF BOND COUNSEL ,2008 City of Omaha Public Facilities Corporation City of Omaha Finance Department Suite 1004 1819 Farnam Street Omaha,NE 68183 City of Omaha Public Facilities Corporation Lease Revenue Bonds (Omaha Library and Equipment Project) Series 2008A Ladies and Gentlemen: We have acted as Bond Counsel in connection with the issuance and sale by City of Omaha Public Facilities Corporation, a nonprofit corporation organized under the laws of the State of Nebraska (the "Corporation"), of its Lease Revenue Bonds (Omaha Library and Equipment Project) Series 2008A, on behalf of the City of Omaha, Nebraska (the "City"), in the aggregate principal amount of $ (the "Bonds"). The Bonds are issued as fully registered bonds without coupons, are dated the date of delivery thereof, bear interest semiannually on June 1 and December 1 of each year, commencing June 1, 2009, at the rates per annum set forth below and mature on December 1 of the years and in the principal amounts set forth below: Series 2008A Bonds Principal Interest Year Amount Rate The Bonds maturing after December 1, 20_ are subject to redemption at the option of the Corporation in whole or in part at any time on or after December 1, 20_. The Bonds maturing on December 1, 20_and December 1, 20_are subject to mandatory sinking fund redemption. The Bonds are subject to extraordinary optional redemption in whole or in part at any time. The Bonds have been issued under and pursuant to the Constitution and laws of the State of Nebraska and in accordance with (i)the provisions of a resolution (the "Resolution") adopted by the 4824-6076-7747.2 Omaha Lease Purchase 08 se the City to comply with its obligations hereunder. (h) This Letter Agreement shall be governed by and construed in accordance with the laws of the State of Nebraska, provided that to the extent this Letter Agreement addresses matters of federal securities laws, including the Rule, this Letter Agreement shall be construed in accordance with such federal securities laws and official interpretations thereof. (i) Article X of the Indenture is hereby made applicable to this Letter Agreement as if this Letter Agreement were (solely for this purpose) contained in the Indenture. The Trustee shall have only such duties as are specifically set forth in this Letter Agreement, and the City agrees, subject to the availability of appropriations of funds to it therefor and other moneys legally available for the purpose,to indemnify and hold harmless the Trustee from and against any and all claims, damages, losses, liabilities, costs or expenses whatsoever which the Trustee may incur(or which may be claimed against the Trustee by any person or entity whatsoever) arising out of or in the exercise or performance of its powers and duties hereunder,but excluding liabilities due to the Trustee's gross negligence or willful misconduct. (j) This Letter Agreement shall inure solely to the benefit of the City, the Trustee, the Underwriter, the issuer of the Bonds and the holders from time to time of the Bonds and shall create no rights in any other person or entity. 4824-6076-7747.2 Omaha Lease Purchase 08 C-5 shall have provided notice of such delivery and the cancellation of this Letter Agreement or any provision hereof to each then existing NRMSIR or the MSRB and the SID, if any. (f) This Letter Agreement may be amended by the City and the Trustee without the consent of the Bondholders, but only upon the delivery by the City to each Trustee of the proposed amendment and an opinion of nationally recognized bond counsel to the effect that such amendment,and giving effect thereto, will not adversely affect the compliance of this Letter Agreement and by the City with the Rule 4824-6076-7747.2 Omaha Lease Purchase 08 C-4 • e by the City be reduced or the payment dates extended without the consent of the owners of all Bonds outstanding. 4824-6076-7747.2 Omaha Lease Purchase 08 12 f the actual Beneficial Owners of the Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. 4824-6076-7747.2 Omaha Lease Purchase 08 - 6 ued by the Corporation and accepted by the Underwriter, subject to the approval c Enof legality of the Bonds by Kutak Rock LLP,Bond Counsel, and to certain other conditions. Certain matters will be passed upon for the CD • E t Underwriter by its counsel, Kutak Rock LLP. It is expected that delivery of the Bonds will be made on or about December_, 2008 at 3 DTC against payment therefor. n-r .6) o DAVIDSON Y D A.Davidson & Co. CID"7 =p COMPANIES • C :9 member SIPC ew o O 2 Dated: November ,2008 .S o ? `Preliminary;subject to change. x4824-6076-7747.2 E.• 3 Omaha Lease Purchase 08 1 Board of Directors of the Corporation that authorized the issuance of the Bonds and the execution and delivery of the Lease-Purchase Agreement dated as of December 1, 2008 (the "Agreement") by and between the Corporation and the City, the Indenture of Trust dated as of December 1, 2008 (the "Indenture") by and between the Corporation and First National Bank of Omaha, as trustee (the "Trustee"), the Site Lease Agreement dated as of December 1, 2008 (the "Lease") between the Corporation and the City and the Bond Purchase Agreement dated December_, 2008 between the Corporation and D.A.Davidson& Co., as underwriter (the "Underwriter"); and (ii)the provisions of. Ordinance No. (the "Ordinance") passed by the City Council of the City on , 2008, which Ordinance authorized the execution and delivery of the Agreement, the Lease and the Letter Agreement dated as of the even date herewith between the City and the Trustee and approved the Indenture and the terms of and the issuance of the Bonds. The Bonds have been issued to provide the funds to pay all or a portion of the cost of acquiring certain capital equipment and of acquiring, constructing, furnishing and equipping certain public library facilities for the City and related costs of issuance (the "Project"). The Project site for the public library facilities is leased by the City to the Corporation pursuant to the Lease. Under the Agreement, the City will be granted possession of the Project and the right to acquire all of the Corporation's interest in and to the Project. The Corporation has covenanted in the Indenture to comply with all necessary provisions of the Internal Revenue Code of 1986, as amended (the "Code"), to preserve the exclusion of interest on the Bonds from gross income for federal income tax purposes. Noncompliance by the Corporation with such restrictions may cause the interest on the Bonds to be subject to federal income taxation retroactive to their date of issue. In connection with the issuance of the Bonds,we have examined the following: (a) the Amended and Restated Articles of Incorporation and Bylaws of the Corporation; (b) the Resolution; (c) the Ordinance; (d) an executed counterpart of the Agreement; (e) an executed counterpart of the Indenture; (f) an executed counterpart of the Lease; (g) an executed counterpart of the Letter Agreement; (h) the forms of Bond No.RA-1;and (i) such other proceedings, opinions, records, documents, Code provisions and statutes as we deemed necessary and appropriate in rendering this opinion. In connection with the issuance of the Bonds,we are of the opinion that: (1) The Corporation is a nonprofit corporation validly created and existing in the State of Nebraska. 4824-6076-7747.2 Omaha Lease Purchase 08 D-2 e exercise or performance of its powers and duties hereunder,but excluding liabilities due to the Trustee's gross negligence or willful misconduct. (j) This Letter Agreement shall inure solely to the benefit of the City, the Trustee, the Underwriter, the issuer of the Bonds and the holders from time to time of the Bonds and shall create no rights in any other person or entity. 4824-6076-7747.2 Omaha Lease Purchase 08 C-5 shall have provided notice of such delivery and the cancellation of this Letter Agreement or any provision hereof to each then existing NRMSIR or the MSRB and the SID, if any. (f) This Letter Agreement may be amended by the City and the Trustee without the consent of the Bondholders, but only upon the delivery by the City to each Trustee of the proposed amendment and an opinion of nationally recognized bond counsel to the effect that such amendment,and giving effect thereto, will not adversely affect the compliance of this Letter Agreement and by the City with the Rule 4824-6076-7747.2 Omaha Lease Purchase 08 C-4 • e by the City be reduced or the payment dates extended without the consent of the owners of all Bonds outstanding. 4824-6076-7747.2 Omaha Lease Purchase 08 12 f the actual Beneficial Owners of the Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. 4824-6076-7747.2 Omaha Lease Purchase 08 - 6 ued by the Corporation and accepted by the Underwriter, subject to the approval c Enof legality of the Bonds by Kutak Rock LLP,Bond Counsel, and to certain other conditions. Certain matters will be passed upon for the CD • E t Underwriter by its counsel, Kutak Rock LLP. It is expected that delivery of the Bonds will be made on or about December_, 2008 at 3 DTC against payment therefor. n-r .6) o DAVIDSON Y D A.Davidson & Co. CID"7 =p COMPANIES • C :9 member SIPC ew o O 2 Dated: November ,2008 .S o ? `Preliminary;subject to change. x4824-6076-7747.2 E.• 3 Omaha Lease Purchase 08 (2) The Corporation has the power to issue the Bonds for the purpose and in the manner and to apply the proceeds of the sale of the Bonds as set forth in the Indenture. (3) The Agreement has been duly authorized, executed and delivered by the Corporation and, assuming due authorization, execution and delivery by the City, represents a valid and binding agreement of the Corporation and the City, enforceable in accordance with its terms. (4) The Indenture has been duly authorized, executed and delivered by the Corporation and, assuming due authorization, execution and delivery by the Trustee, represents the valid and binding agreement of the Corporation and the Trustee, enforceable in accordance with its terms. (5) The Lease has been duly authorized, executed and delivered by the Corporation and, assuming due authorization, execution and delivery by the City, represents the valid and binding agreement of the Corporation and the City, enforceable in accordance with its terms. (6) The Bonds are in proper form and have been executed by proper officers of the Corporation. The Bonds constitute valid and legally binding obligations of the Corporation payable, as to principal and interest, solely and only from the Rental Payments (as that term is defined in the Agreement)from the City's use of the Project. (7) The Rental Payments payable by the City under the terms of the Agreement are general obligations of the City and are payable from the City's General Fund each year of the term of the Agreement on the same basis as operating expenses and other contractual obligations of the City. Rental Payments are payable out of the funds of the City which may be raised, among other sources, by taxes levied by valuation on all the taxable property within the boundaries of the City and by sales taxes, subject to applicable taxing limitations. (8) The Agreement represents an unconditional obligation of the City and is not subject to annual renewal. (9) The obligations of the parties and the enforceability of the provisions contained in the Agreement, the Indenture and the Lease relating to the parties may be subject to general principles of equity which permit the exercise of judicial discretion and are subject to bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting creditors' rights generally. It is also our opinion that, assuming compliance by the Corporation with the covenant referred to in the fourth paragraph of this letter, the interest on the Bonds is excluded from gross income for federal income tax purposes and is not a special preference item for purposes of the federal alternative minimum tax imposed on individuals and corporations. Interest on the Bonds, however, must be included in the "adjusted current earnings" of certain corporations (i.e., alternative minimum taxable income as adjusted for certain items, including those items that would be included in the calculation of a corporation's earnings and profits under Subchapter C of the Code)and such corporations are required to include in the calculation of alternative minimum taxable income 75%of the excess of each such corporation's adjusted current earnings (which includes tax-exempt interest) over its alternative minimum taxable income (determined without regard to this adjustment and prior to reduction for certain net operating losses). The accrual or receipt of interest on the Bonds may otherwise affect the federal income tax liability of the recipient. The extent of these other tax consequences will depend upon the recipient's 4824-6076-7747.2 Omaha Lease Purchase 08 D-3 ionally recognized bond counsel to the effect that such amendment,and giving effect thereto, will not adversely affect the compliance of this Letter Agreement and by the City with the Rule 4824-6076-7747.2 Omaha Lease Purchase 08 C-4 • e by the City be reduced or the payment dates extended without the consent of the owners of all Bonds outstanding. 4824-6076-7747.2 Omaha Lease Purchase 08 12 f the actual Beneficial Owners of the Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. 4824-6076-7747.2 Omaha Lease Purchase 08 - 6 ued by the Corporation and accepted by the Underwriter, subject to the approval c Enof legality of the Bonds by Kutak Rock LLP,Bond Counsel, and to certain other conditions. Certain matters will be passed upon for the CD • E t Underwriter by its counsel, Kutak Rock LLP. It is expected that delivery of the Bonds will be made on or about December_, 2008 at 3 DTC against payment therefor. n-r .6) o DAVIDSON Y D A.Davidson & Co. CID"7 =p COMPANIES • C :9 member SIPC ew o O 2 Dated: November ,2008 .S o ? `Preliminary;subject to change. x4824-6076-7747.2 E.• 3 Omaha Lease Purchase 08 1 particular tax status or other items of income or deduction. We express no opinion regarding any such consequences. Purchasers of the Bonds, particularly purchasers that are corporations (including S corporations and foreign corporations operating branches in the United States), property or casualty insurance companies, banks, thrifts or other financial institutions or certain recipients of Social Security or Railroad Retirement benefits, taxpayers otherwise entitled to claim the earned income credit or taxpayers who may be deemed to have incurred (or continued) indebtedness to purchase or carry tax-exempt obligations are advised to consult their tax advisors as to the tax consequences of purchasing or holding the Bonds. It is further our opinion that, under the existing laws of the State of Nebraska, the interest on the Bonds is exempt from Nebraska state income taxation so long as it is exempt for purposes of the federal income tax. We express no opinion as to the title to, or the sufficiency in,the Agreement,the Indenture or the Lease or otherwise of the description of the Project or the priority of any liens, charges or encumbrances of the Project. Very truly yours, [To be signed and delivered at Closing by Kutak Rock LLP] 4824-6076-7747.2 Omaha Lease Purchase 08 D-4 use of the Project. (7) The Rental Payments payable by the City under the terms of the Agreement are general obligations of the City and are payable from the City's General Fund each year of the term of the Agreement on the same basis as operating expenses and other contractual obligations of the City. Rental Payments are payable out of the funds of the City which may be raised, among other sources, by taxes levied by valuation on all the taxable property within the boundaries of the City and by sales taxes, subject to applicable taxing limitations. (8) The Agreement represents an unconditional obligation of the City and is not subject to annual renewal. (9) The obligations of the parties and the enforceability of the provisions contained in the Agreement, the Indenture and the Lease relating to the parties may be subject to general principles of equity which permit the exercise of judicial discretion and are subject to bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting creditors' rights generally. It is also our opinion that, assuming compliance by the Corporation with the covenant referred to in the fourth paragraph of this letter, the interest on the Bonds is excluded from gross income for federal income tax purposes and is not a special preference item for purposes of the federal alternative minimum tax imposed on individuals and corporations. Interest on the Bonds, however, must be included in the "adjusted current earnings" of certain corporations (i.e., alternative minimum taxable income as adjusted for certain items, including those items that would be included in the calculation of a corporation's earnings and profits under Subchapter C of the Code)and such corporations are required to include in the calculation of alternative minimum taxable income 75%of the excess of each such corporation's adjusted current earnings (which includes tax-exempt interest) over its alternative minimum taxable income (determined without regard to this adjustment and prior to reduction for certain net operating losses). The accrual or receipt of interest on the Bonds may otherwise affect the federal income tax liability of the recipient. The extent of these other tax consequences will depend upon the recipient's 4824-6076-7747.2 Omaha Lease Purchase 08 D-3 ionally recognized bond counsel to the effect that such amendment,and giving effect thereto, will not adversely affect the compliance of this Letter Agreement and by the City with the Rule 4824-6076-7747.2 Omaha Lease Purchase 08 C-4 • e by the City be reduced or the payment dates extended without the consent of the owners of all Bonds outstanding. 4824-6076-7747.2 Omaha Lease Purchase 08 12 f the actual Beneficial Owners of the Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. 4824-6076-7747.2 Omaha Lease Purchase 08 - 6 ued by the Corporation and accepted by the Underwriter, subject to the approval c Enof legality of the Bonds by Kutak Rock LLP,Bond Counsel, and to certain other conditions. Certain matters will be passed upon for the CD • E t Underwriter by its counsel, Kutak Rock LLP. It is expected that delivery of the Bonds will be made on or about December_, 2008 at 3 DTC against payment therefor. n-r .6) o DAVIDSON Y D A.Davidson & Co. CID"7 =p COMPANIES • C :9 member SIPC ew o O 2 Dated: November ,2008 .S o ? `Preliminary;subject to change. x4824-6076-7747.2 E.• 3 Omaha Lease Purchase 08 EXHIBIT F December , 2008 First National Bank of Omaha, as Trustee for the Bonds 16th and Dodge Streets Omaha,NE 68102 City of Omaha Public Facilities Corporation Lease Revenue Bonds (Omaha Library and Equipment Project) Series 2008A Ladies and Gentlemen: (a) This Letter Agreement is executed and delivered by the City of Omaha, Nebraska (the "City") and First National Bank of Omaha, as Trustee ("Trustee") under the Indenture of Trust dated as of December 1, 2008 (the "Indenture"), for the benefit of the holders and beneficial owners of the above-captioned bonds (collectively, the "Bonds") to facilitate compliance with Section(b)(5)(i) of Securities and Exchange Commission Rule 15c2-12 under the Securities Exchange Act of 1934, as amended (17 C.F.R. § 240.15c2-12) (the "Rule"). This Letter Agreement is being executed and delivered to assist D.A. Davidson, as underwriter (the "Underwriter"), as the Participating Underwriter under the Rule, to comply with the Rule. Capitalized terms used in this Letter Agreement and not otherwise defined in the Indenture shall have the meanings assigned such terms in paragraph(b)hereof. (b) The following are the definitions of the capitalized terms used herein and not otherwise defined in the Indenture: "Annual Financial Information"means the financial information or operating data with respect to the City, provided at least annually, of the type included in Appendix A hereto. The financial statements included in the Annual Financial Information shall be prepared in accordance with generally accepted accounting principles ("GAAP") for governmental units as prescribed by the Government Accounting Standards Board ("GASB"). Such financial statements may, but are not required to, be Audited Financial Statements. "Audited Financial Statements" means the City's annual financial statements, prepared in accordance with GAAP for governmental units as prescribed by GASB, which financial statements shall have been audited by the City Council Audit Committee. 4833-6168-9091.1 Lease Purchase 08 ture and the Lease relating to the parties may be subject to general principles of equity which permit the exercise of judicial discretion and are subject to bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting creditors' rights generally. It is also our opinion that, assuming compliance by the Corporation with the covenant referred to in the fourth paragraph of this letter, the interest on the Bonds is excluded from gross income for federal income tax purposes and is not a special preference item for purposes of the federal alternative minimum tax imposed on individuals and corporations. Interest on the Bonds, however, must be included in the "adjusted current earnings" of certain corporations (i.e., alternative minimum taxable income as adjusted for certain items, including those items that would be included in the calculation of a corporation's earnings and profits under Subchapter C of the Code)and such corporations are required to include in the calculation of alternative minimum taxable income 75%of the excess of each such corporation's adjusted current earnings (which includes tax-exempt interest) over its alternative minimum taxable income (determined without regard to this adjustment and prior to reduction for certain net operating losses). The accrual or receipt of interest on the Bonds may otherwise affect the federal income tax liability of the recipient. The extent of these other tax consequences will depend upon the recipient's 4824-6076-7747.2 Omaha Lease Purchase 08 D-3 ionally recognized bond counsel to the effect that such amendment,and giving effect thereto, will not adversely affect the compliance of this Letter Agreement and by the City with the Rule 4824-6076-7747.2 Omaha Lease Purchase 08 C-4 • e by the City be reduced or the payment dates extended without the consent of the owners of all Bonds outstanding. 4824-6076-7747.2 Omaha Lease Purchase 08 12 f the actual Beneficial Owners of the Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. 4824-6076-7747.2 Omaha Lease Purchase 08 - 6 ued by the Corporation and accepted by the Underwriter, subject to the approval c Enof legality of the Bonds by Kutak Rock LLP,Bond Counsel, and to certain other conditions. Certain matters will be passed upon for the CD • E t Underwriter by its counsel, Kutak Rock LLP. It is expected that delivery of the Bonds will be made on or about December_, 2008 at 3 DTC against payment therefor. n-r .6) o DAVIDSON Y D A.Davidson & Co. CID"7 =p COMPANIES • C :9 member SIPC ew o O 2 Dated: November ,2008 .S o ? `Preliminary;subject to change. x4824-6076-7747.2 E.• 3 Omaha Lease Purchase 08 1 December ,2008 Page 2 "Material Event" means any of the following events, if material, with respect to the Bonds: (i) Principal and interest payment delinquencies; (ii) Non-payment related defaults; (iii) Unscheduled draws on debt service reserves reflecting financial difficulties; (iv) Unscheduled draws on credit enhancements reflecting financial difficulties; (v) Substitution of credit or liquidity providers, or their failure to perform; (vi) Adverse tax opinions or events affecting the tax-exempt status of the Bonds; (vii) Modifications to rights of Bondholders; (viii) Bond calls (other than mandatory sinking fund redemptions); (ix) Defeasances; (x) Release, substitution or sale of property securing repayment of the Bonds; and (xi) Rating changes. "Material Event Notice"means written or electronic notice of a Material Event. "NRMSIR" means" a nationally recognized municipal securities information repository, as recognized from time to time by the Securities and Exchange Commission by no-action letter for the purposes referred to in the Rule. The NRMSIRs as of the date of this Letter Agreement are: Bloomberg Municipal Repository 100 Business Park Drive Skillman,NJ 08558 Phone: (609) 279-3225 Fax: (609)279-5962 http://www.bloomberg.com/markets/rates/municontacts.html Email: Munis@Bloomberg.com 4833-6168-9091.1 Lease Purchase 08 formation shall be prepared in accordance with generally accepted accounting principles ("GAAP") for governmental units as prescribed by the Government Accounting Standards Board ("GASB"). Such financial statements may, but are not required to, be Audited Financial Statements. "Audited Financial Statements" means the City's annual financial statements, prepared in accordance with GAAP for governmental units as prescribed by GASB, which financial statements shall have been audited by the City Council Audit Committee. 4833-6168-9091.1 Lease Purchase 08 ture and the Lease relating to the parties may be subject to general principles of equity which permit the exercise of judicial discretion and are subject to bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting creditors' rights generally. It is also our opinion that, assuming compliance by the Corporation with the covenant referred to in the fourth paragraph of this letter, the interest on the Bonds is excluded from gross income for federal income tax purposes and is not a special preference item for purposes of the federal alternative minimum tax imposed on individuals and corporations. Interest on the Bonds, however, must be included in the "adjusted current earnings" of certain corporations (i.e., alternative minimum taxable income as adjusted for certain items, including those items that would be included in the calculation of a corporation's earnings and profits under Subchapter C of the Code)and such corporations are required to include in the calculation of alternative minimum taxable income 75%of the excess of each such corporation's adjusted current earnings (which includes tax-exempt interest) over its alternative minimum taxable income (determined without regard to this adjustment and prior to reduction for certain net operating losses). The accrual or receipt of interest on the Bonds may otherwise affect the federal income tax liability of the recipient. The extent of these other tax consequences will depend upon the recipient's 4824-6076-7747.2 Omaha Lease Purchase 08 D-3 ionally recognized bond counsel to the effect that such amendment,and giving effect thereto, will not adversely affect the compliance of this Letter Agreement and by the City with the Rule 4824-6076-7747.2 Omaha Lease Purchase 08 C-4 • e by the City be reduced or the payment dates extended without the consent of the owners of all Bonds outstanding. 4824-6076-7747.2 Omaha Lease Purchase 08 12 f the actual Beneficial Owners of the Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. 4824-6076-7747.2 Omaha Lease Purchase 08 - 6 ued by the Corporation and accepted by the Underwriter, subject to the approval c Enof legality of the Bonds by Kutak Rock LLP,Bond Counsel, and to certain other conditions. Certain matters will be passed upon for the CD • E t Underwriter by its counsel, Kutak Rock LLP. It is expected that delivery of the Bonds will be made on or about December_, 2008 at 3 DTC against payment therefor. n-r .6) o DAVIDSON Y D A.Davidson & Co. CID"7 =p COMPANIES • C :9 member SIPC ew o O 2 Dated: November ,2008 .S o ? `Preliminary;subject to change. x4824-6076-7747.2 E.• 3 Omaha Lease Purchase 08 l • December ,2008 Page 3 DPC Data Inc. One Executive Drive Fort Lee,NJ 07024 Phone: (201) 346-0701 Fax: (201) 947-0107 http://www.MuniFIL1NGS.com Email: nrmsir@dpcdata.com Interactive Data Pricing and Reference Data,Inc. Attn: NRMSIR 15th Floor 100 William Street New York,NY 10038 Phone: (212) 771-6999; (800) 689-8466 Fax: (212) 771-7390 http://www.interactivedata-prd.com Email: NRMSIR@interactivedata.com Standard & Poor's Securities Evaluations,Inc. 45th Floor 55 Water Street New York,NY 10041 Phone: (212) 438-4595 Fax: (212) 438-3975 http://vvww.disclosuredirectory.standardandpoors.com/ Email: nrmsir_repository@sandp.com "SID" means a state information depository as operated or designated by the State of Nebraska and recognized by the Securities and Exchange Commission by no-action letter as such for the purposes referred to in the Rule. There is not a SID as of the date of this Letter Agreement. (c) The City undertakes to provide the following information as provided in this Letter Agreement: (1) Annual Financial Information; (2) Audited Financial Statements, if any; and (3) Material Event Notices. (d)(1) The City shall while any Bonds are Outstanding provide the Annual Financial Information on or before the date which is 270 days after the end of each fiscal year of the City (the "Submission Date"), to the Trustee, who shall provide such Annual Financial'Information to each then existing NRMSIR and the SID, if any, on or before the date which is five days after the 4833-6168-9091.1 Lease Purchase 08 ng Standards Board ("GASB"). Such financial statements may, but are not required to, be Audited Financial Statements. "Audited Financial Statements" means the City's annual financial statements, prepared in accordance with GAAP for governmental units as prescribed by GASB, which financial statements shall have been audited by the City Council Audit Committee. 4833-6168-9091.1 Lease Purchase 08 ture and the Lease relating to the parties may be subject to general principles of equity which permit the exercise of judicial discretion and are subject to bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting creditors' rights generally. It is also our opinion that, assuming compliance by the Corporation with the covenant referred to in the fourth paragraph of this letter, the interest on the Bonds is excluded from gross income for federal income tax purposes and is not a special preference item for purposes of the federal alternative minimum tax imposed on individuals and corporations. Interest on the Bonds, however, must be included in the "adjusted current earnings" of certain corporations (i.e., alternative minimum taxable income as adjusted for certain items, including those items that would be included in the calculation of a corporation's earnings and profits under Subchapter C of the Code)and such corporations are required to include in the calculation of alternative minimum taxable income 75%of the excess of each such corporation's adjusted current earnings (which includes tax-exempt interest) over its alternative minimum taxable income (determined without regard to this adjustment and prior to reduction for certain net operating losses). The accrual or receipt of interest on the Bonds may otherwise affect the federal income tax liability of the recipient. The extent of these other tax consequences will depend upon the recipient's 4824-6076-7747.2 Omaha Lease Purchase 08 D-3 ionally recognized bond counsel to the effect that such amendment,and giving effect thereto, will not adversely affect the compliance of this Letter Agreement and by the City with the Rule 4824-6076-7747.2 Omaha Lease Purchase 08 C-4 • e by the City be reduced or the payment dates extended without the consent of the owners of all Bonds outstanding. 4824-6076-7747.2 Omaha Lease Purchase 08 12 f the actual Beneficial Owners of the Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. 4824-6076-7747.2 Omaha Lease Purchase 08 - 6 ued by the Corporation and accepted by the Underwriter, subject to the approval c Enof legality of the Bonds by Kutak Rock LLP,Bond Counsel, and to certain other conditions. Certain matters will be passed upon for the CD • E t Underwriter by its counsel, Kutak Rock LLP. It is expected that delivery of the Bonds will be made on or about December_, 2008 at 3 DTC against payment therefor. n-r .6) o DAVIDSON Y D A.Davidson & Co. CID"7 =p COMPANIES • C :9 member SIPC ew o O 2 Dated: November ,2008 .S o ? `Preliminary;subject to change. x4824-6076-7747.2 E.• 3 Omaha Lease Purchase 08 December , 2008 Page 4 • Submission Date (the "Report Date") while any Bonds are Outstanding or, if not received by the Trustee by the second Business Day prior to the Report Date, then within five Business Days of its receipt by the Trustee. The City shall include with each submission of Annual Financial Information to the Trustee a written representation addressed to the Trustee to the effect that the Annual Financial Information is the Annual Financial Information required hereby and that it complies with the applicable requirements hereof. If the City changes its fiscal year, it shall provide written notice of the change of fiscal year to the Trustee and to each then existing NRMSIR or the Municipal Securities Rulemaking Board ("MSRB") and the SID, if any. It shall be sufficient if the City provides to the Trustee and the Trustee provides to each then existing NRMSIR and the SID, if any, any or all of the Annual Financial Information by specific reference to documents previously provided to each NRMSIR and the SID, if any, or filed with the Securities and Exchange Commission and, if such a document is a final official statement within the meaning of the Rule, available from the MSRB. (2) If not provided as part of the Annual Financial Information, the City shall provide the Audited Financial Statements to the Trustee when and if available while any Bonds are Outstanding and the Trustee shall then promptly provide each then existing NRMSIR and the SID, if any, with such Audited Financial Statements. (3)(i) If a Material Event occurs while any Bonds are Outstanding, the City shall provide written or electronic notice of a Material Event in a timely manner to the Trustee. The Trustee shall promptly prepare a Material Event Notice, which shall be so captioned and shall prominently state the date, title and CUSIP numbers of the Bonds, and shall promptly provide the Material Event Notice to each then existing NRMSIR or the MSRB and the SID, if any. (ii) The Trustee shall promptly advise the City whenever, in the course of performing its duties as Trustee hereunder or under the Indenture, the Trustee identifies an occurrence which, if material, would require the City to provide a Material Event Notice pursuant to subparagraph(d)(3)(i), provided that the failure of the Trustee to so advise the City shall not cause a breach by the Trustee of any of their respective duties and responsibilities hereunder. (4) The Trustee shall, without further direction or instruction from the City, provide in a timely manner to each then existing NRMSIR or the MSRB and to the SID, if any, notice of any failure by the City while any Bonds are Outstanding to provide to the Trustee Annual Financial Information on or before the Report Date (whether caused by failure of the City to provide such information to the Trustee by the Submission Date or for any other reason). For the purposes of determining whether information received from the City is Annual Financial Information, the Trustee shall be entitled to rely conclusively on the City's written representation made pursuant to paragraph(d)(1)hereof. (5) If the City provides to the Trustee information relating to the City or the Bonds, which information is not designated as a Material Event Notice, and directs the Trustee to provide such information to information repositories, the Trustee shall provide such information in a timely manner to the MSRB and the SID, if any. 4833-6168-9091.1 Lease Purchase 08 t on the Bonds may otherwise affect the federal income tax liability of the recipient. The extent of these other tax consequences will depend upon the recipient's 4824-6076-7747.2 Omaha Lease Purchase 08 D-3 ionally recognized bond counsel to the effect that such amendment,and giving effect thereto, will not adversely affect the compliance of this Letter Agreement and by the City with the Rule 4824-6076-7747.2 Omaha Lease Purchase 08 C-4 • e by the City be reduced or the payment dates extended without the consent of the owners of all Bonds outstanding. 4824-6076-7747.2 Omaha Lease Purchase 08 12 f the actual Beneficial Owners of the Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. 4824-6076-7747.2 Omaha Lease Purchase 08 - 6 ued by the Corporation and accepted by the Underwriter, subject to the approval c Enof legality of the Bonds by Kutak Rock LLP,Bond Counsel, and to certain other conditions. Certain matters will be passed upon for the CD • E t Underwriter by its counsel, Kutak Rock LLP. It is expected that delivery of the Bonds will be made on or about December_, 2008 at 3 DTC against payment therefor. n-r .6) o DAVIDSON Y D A.Davidson & Co. CID"7 =p COMPANIES • C :9 member SIPC ew o O 2 Dated: November ,2008 .S o ? `Preliminary;subject to change. x4824-6076-7747.2 E.• 3 Omaha Lease Purchase 08 1 December ,2008 Page 5 (6) The Trustee shall determine each year prior to the Report Date the name and address of each NRMSIR and the SID, if any. (7) Any filing under this Letter Agreement may be made solely by transmitting such • filing to the Texas Municipal Advisory Council (the "MAC") as provided at http://www.disclosureasa.org unless the United States Securities and Exchange Commission has withdrawn the interpretive advice in its letter to the MAC dated September 7, 2004. (e) The continuing obligation hereunder of the City to provide Annual Financial Information, Audited;�Financial Statements, if any, and Material Event Notices shall terminate immediately once the Bonds no longer are Outstanding. This Letter Agreement, or any provision hereof, shall be null and void in the event that the City delivers to the Trustee an opinion of nationally recognized!bond counsel to the effect that those portions of the Rule which require this Letter Agreement, or any such provision, are invalid, have been repealed retroactively or otherwise do not apply to the Bonds, provided that the Trustee shall have provided notice of such delivery and the cancellation of this Letter Agreement or any provision hereof to each then existing NRMSIR or the MSRB and the SID, if any. (f) This L tter Agreement may be amended by the City and the Trustee without the consent of the Bondholders, but only upon the delivery by the City to each Trustee of the proposed amendment! and an opinion of nationally recognized bond counsel to the effect that such amendment, ands giving effect thereto, will not adversely affect the compliance of this Letter Agreement and by ;the City with the Rule and that such amendment complies with this paragraph(f), provided that the Trustee shall have provided notice of such delivery and of the amendment to each then existing NRMSIR or the MSRB and the SID, if any. Any such amendment shall satisfy the following conditions: (1) 1 The amendment may be made only in connection with a change in circumstances that arises from a change in legal requirements, change in law or change in the identity, nature or status of the City, or type of business conducted; (2) This Letter Agreement, as amended, would have complied with the requirements of the Rule at the time of the primary offering, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances; and (3) The amendment does not materially impair the interest of holders of the Bonds, as determined by nationally recognized bond counsel, or by approving vote of holders of the Bonds pursuant to the terms of the Indenture at the time of the amendment. The initial Annual Fliinancial Information after the amendment shall explain, in narrative form, the reasons for the amendment and the effect of the change in the type of operating data or financial information being provided. (g) Any failure by the parties hereto to perform in accordance with this Letter Agreement shall not constitute an "Event of Default" under the Indenture or the Agreement (as 4833-6168-9091.1 Lease Purchase 08 J erial Event Notice, and directs the Trustee to provide such information to information repositories, the Trustee shall provide such information in a timely manner to the MSRB and the SID, if any. 4833-6168-9091.1 Lease Purchase 08 t on the Bonds may otherwise affect the federal income tax liability of the recipient. The extent of these other tax consequences will depend upon the recipient's 4824-6076-7747.2 Omaha Lease Purchase 08 D-3 ionally recognized bond counsel to the effect that such amendment,and giving effect thereto, will not adversely affect the compliance of this Letter Agreement and by the City with the Rule 4824-6076-7747.2 Omaha Lease Purchase 08 C-4 • e by the City be reduced or the payment dates extended without the consent of the owners of all Bonds outstanding. 4824-6076-7747.2 Omaha Lease Purchase 08 12 f the actual Beneficial Owners of the Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. 4824-6076-7747.2 Omaha Lease Purchase 08 - 6 ued by the Corporation and accepted by the Underwriter, subject to the approval c Enof legality of the Bonds by Kutak Rock LLP,Bond Counsel, and to certain other conditions. Certain matters will be passed upon for the CD • E t Underwriter by its counsel, Kutak Rock LLP. It is expected that delivery of the Bonds will be made on or about December_, 2008 at 3 DTC against payment therefor. n-r .6) o DAVIDSON Y D A.Davidson & Co. CID"7 =p COMPANIES • C :9 member SIPC ew o O 2 Dated: November ,2008 .S o ? `Preliminary;subject to change. x4824-6076-7747.2 E.• 3 Omaha Lease Purchase 08 1 December , 2008 Page 6 defined by the Indenture), and the rights and remedies provided by the Indenture upon the occurrence of an "Event of Default" shall not apply to any such failure. The Trustee shall not have the power or duty to enforce this Letter Agreement. If the City fails to comply herewith, any Bondholder may take such actions as may be necessary and appropriate, including seeking specific performance by court order,to cause the City to comply with its obligations hereunder. (h) This Letter Agreement shall be governed by and construed in accordance with the laws of the State of Nebraska, provided that,to the extent this Letter Agreement addresses matters of federal securities laws, including the Rule, this Letter Agreement shall be construed in accordance with such federal securities laws and official interpretations thereof. (i) Article X of the Indenture is hereby made applicable to this Letter Agreement as if this Letter Agreement were (solely for this purpose) contained in the Indenture. The Trustee shall have only such duties as are specifically set forth in this Letter Agreement, and the City agrees, subject to the availability of appropriations of funds to it therefor and other moneys legally available for the purpose, to indemnify and hold harmless the Trustee from and against any and all claims, damages, losses, liabilities, costs or expenses whatsoever which the Trustee may incur (or which may be claimed against the Trustee by any person or entity whatsoever) arising out of or in the exercise or performance of its powers and duties hereunder, but excluding liabilities due to the Trustee's gross negligence or willful misconduct. (j) This Letter Agreement shall inure solely to the benefit of the City, the Trustee, the Underwriter, the issuer of the Bonds and the holders from time to time of the Bonds and shall create no rights in any other person or entity. 4833-6168-9091.1 Lease Purchase 08 I conditions: (1) 1 The amendment may be made only in connection with a change in circumstances that arises from a change in legal requirements, change in law or change in the identity, nature or status of the City, or type of business conducted; (2) This Letter Agreement, as amended, would have complied with the requirements of the Rule at the time of the primary offering, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances; and (3) The amendment does not materially impair the interest of holders of the Bonds, as determined by nationally recognized bond counsel, or by approving vote of holders of the Bonds pursuant to the terms of the Indenture at the time of the amendment. The initial Annual Fliinancial Information after the amendment shall explain, in narrative form, the reasons for the amendment and the effect of the change in the type of operating data or financial information being provided. (g) Any failure by the parties hereto to perform in accordance with this Letter Agreement shall not constitute an "Event of Default" under the Indenture or the Agreement (as 4833-6168-9091.1 Lease Purchase 08 J erial Event Notice, and directs the Trustee to provide such information to information repositories, the Trustee shall provide such information in a timely manner to the MSRB and the SID, if any. 4833-6168-9091.1 Lease Purchase 08 t on the Bonds may otherwise affect the federal income tax liability of the recipient. The extent of these other tax consequences will depend upon the recipient's 4824-6076-7747.2 Omaha Lease Purchase 08 D-3 ionally recognized bond counsel to the effect that such amendment,and giving effect thereto, will not adversely affect the compliance of this Letter Agreement and by the City with the Rule 4824-6076-7747.2 Omaha Lease Purchase 08 C-4 • e by the City be reduced or the payment dates extended without the consent of the owners of all Bonds outstanding. 4824-6076-7747.2 Omaha Lease Purchase 08 12 f the actual Beneficial Owners of the Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. 4824-6076-7747.2 Omaha Lease Purchase 08 - 6 ued by the Corporation and accepted by the Underwriter, subject to the approval c Enof legality of the Bonds by Kutak Rock LLP,Bond Counsel, and to certain other conditions. Certain matters will be passed upon for the CD • E t Underwriter by its counsel, Kutak Rock LLP. It is expected that delivery of the Bonds will be made on or about December_, 2008 at 3 DTC against payment therefor. n-r .6) o DAVIDSON Y D A.Davidson & Co. CID"7 =p COMPANIES • C :9 member SIPC ew o O 2 Dated: November ,2008 .S o ? `Preliminary;subject to change. x4824-6076-7747.2 E.• 3 Omaha Lease Purchase 08 December , 2008 Page 7 (k) This Letter Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. Very truly yours, [SEAL] CITY OF OMAHA,NEBRASKA ATTEST: By Mayor City Clerk APPROVED AS TO FORM: City Attorney Acknowledged and Accepted as of the date first above written: FIRST NATIONAL BANK OF OMAHA, as Trustee By Authorized Officer • • 4833-6168-9091.1 Lease Purchase 08 L 2028 TOTALS $ $ $ $ $ • 4824-6076-7747.2 Omaha Lease Purchase 08 B-5 6076-7747.2 Omaha Lease Purchase 08 r. 9836-S Rev. 1/01/2004 - 57 - r . MIllmw 7 , WO d C 0) C m 03 03 C a a CO H °z z n m - o = H v > 0 Z z 2 0 � z . A m • (f) O.) m m o-0 = � w W_� ocu XO o o to c a 5 v o O o a s 0 0. o �73 — ,, S O d 7 (D O -, i r Z g Q < 4 < ', C � r O Co HT `< m• 3mc- 7� Nr v m (D aOOO • OOOO -0 po- (D m . oSSOm M = Q? - O_ [D r"In O n a C to (f CD r"• m m W O � �: C - O n Z O = 1 D. n . " - S W O m W r* O rt O rr o -, (D O Q O m m = ''r C l ( Z `\� w c N m c=ii O rt O O = W O1 Ol _� cn = O 3 (D 3 = Cu n .. (D f1 Z m g• M ►-, 0 0. m d C S 1. 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O O = -, " v c m'< (SD •In 7 =O =• D m vOi 0, o m O< g n t0 a a, vmi n_ D 'm" X n m x 0 � a, s m o, o m (�, rn � m - c• fl m m -o OOo m n, '^_ (- ° -, Son. & o W'< •-t. o r � �� � ' � �, nn 3 0 l=rtD co N v pmj rr 6 T1 St rr �' rr - rt O r" rr d (=j `< N j e=r 7 <. fli fli r=-" n_ � O (MD M O OR PI- m n 7- 4 m O� N M a (SD m (ND :° D O� n �, :* m O� Cl) `i(n V N W \ rr m X (�D S n m 0 a w g O , c 7o m Cu 0 3 V l Q (D• .n O = = m to rr rr 0 rn 0, o m _ 10 ZJ g@ N a, l-D S O l0 g Vf N "'1 (pc , ff. &l0 So = S r` .i Fri - m m 0 0c C = m n v � = fl � = mvaS co oz -100- Fi. oceL _ cn < �� rt ° 5' S 0 o m I 1 N . � m E- cr " 0, . gr � � a = mrr,< m 1 (� _ � an, (DCTor (SD O (17 C1 O °' TSnmc'< m ° . (1' 1 C .n a � (SD• aS VI R% Z -o m T. n N m St D fl, X n CD ` ca. EL SE ik 7 m n m m m rr n ip �► - r o n < fD -o°c -„ a, O m rn nC E , 0 rt0 .< j r=•r = 0, m m to o -* m O .i ,•• n. VJ(4 provide such information to information repositories, the Trustee shall provide such information in a timely manner to the MSRB and the SID, if any. 4833-6168-9091.1 Lease Purchase 08 t on the Bonds may otherwise affect the federal income tax liability of the recipient. The extent of these other tax consequences will depend upon the recipient's 4824-6076-7747.2 Omaha Lease Purchase 08 D-3 ionally recognized bond counsel to the effect that such amendment,and giving effect thereto, will not adversely affect the compliance of this Letter Agreement and by the City with the Rule 4824-6076-7747.2 Omaha Lease Purchase 08 C-4 • e by the City be reduced or the payment dates extended without the consent of the owners of all Bonds outstanding. 4824-6076-7747.2 Omaha Lease Purchase 08 12 f the actual Beneficial Owners of the Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. 4824-6076-7747.2 Omaha Lease Purchase 08 - 6 ued by the Corporation and accepted by the Underwriter, subject to the approval c Enof legality of the Bonds by Kutak Rock LLP,Bond Counsel, and to certain other conditions. Certain matters will be passed upon for the CD • E t Underwriter by its counsel, Kutak Rock LLP. It is expected that delivery of the Bonds will be made on or about December_, 2008 at 3 DTC against payment therefor. n-r .6) o DAVIDSON Y D A.Davidson & Co. CID"7 =p COMPANIES • C :9 member SIPC ew o O 2 Dated: November ,2008 .S o ? `Preliminary;subject to change. x4824-6076-7747.2 E.• 3 Omaha Lease Purchase 08