ORD 35765 - Amendment to agmt with Stadium Facilities Corporation 7r
OMNHA'�'E' t
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CITY CLERK Telefax(402)444-5423
Cityof OMAHA, N E E3 R A S K A Stanley P.Timm
OmahaDirector
Mike Fahey,Mayor Allen R.Herink
October 16, 2001
Acting City Comptroller
Honorable President
and Members of the City Council,
•
•
ORDINANCE APPROVING A FIRST AMENDMENT TO
LEASE-PURCHASE AGREEMENT,AN AMENDED AND
RESTATED SITE LEASE AGREEMENTAND A FIRST
SUPPLEMENTAL INDENTURE OF TRUST AND THE ISSUANCE
BY THE OMAHA STADIUM FACILITIES CORPORATION
OF ITS LEASE REVENUE BONDS
(ROSENBLATT STADIUM PROJECT)
SERIES 2001—$7,600,000
We present this Ordinance for your consideration pursuant to Section 5.17 of the Home
Rule Charter of the City of Omaha, 1956, as amended.
Section 5.17 of Article V authorizes the City to enter into leases where the power to lease
exists and to enter into lease-purchase agreements.
This Ordinance approving a First Amendment to Lease-Purchase Agreement (the
"Amendment") between the City of Omaha Stadium Facilities Corporation (the "Corporation")
and the City of Omaha, Nebraska (the "City") to provide funds for the lease-purchase of stadium
facilities as described therein (the "2001 Project"), a copy of which Amendment is attached
hereto as Exhibit A and incorporated herein by this reference; authorizing and approving an
Amended and Restated Site Lease Agreement (the "Amended Lease") between the Corporation
and the City for the leasing of the Project Site and improvements thereon by the City to the
Corporation, a copy of which Amended Lease is attached hereto as Exhibit B and incorporated
herein by this reference; approving a First Supplemental Indenture of Trust (the "Supplemental
Indenture") by and between the Corporation and First National Bank of Omaha, as Trustee, a
copy of which Supplemental Indenture is attached hereto as Exhibit C and incorporated herein by
this reference; approving the teiins and conditions of the Corporation's Lease Revenue Bonds
(Rosenblatt Stadium Project), Series 2001 (the "Series 2001 Bonds") as set forth in the
Supplemental Indenture and the issuance and delivery thereof; approving the form, content and
Honorable President
and Members of the City Council
Page 2
istribution of the Preliminary Official Statement, a copy of which Preliminary Official Statement
is attached hereto as Exhibit D 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 Series 2001 Bonds, a copy of which Letter Agreement is attached hereto as
Exhibit E and incorporated herein by this reference; satisfying applicable federal income tax law
requirements and approving the effective date thereof.
Respectfully submitted, Referred to City Cou cil for Consideration:
" ite
Stanley P. T. m ay is Offi /Title Date
Finance Dir ctor
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r •-
ORDINANCE NO. 35 7&6
AN ORDINANCE APPROVING A FIRST AMENDMENT TO LEASE-PURCHASE
AGREEMENT (THE "AMENDMENT") BETWEEN THE CITY OF OMAHA
STADIUM FACILITIES CORPORATION (THE "CORPORATION") AND THE CITY
OF OMAHA, NEBRASKA (THE "CITY") TO PROVIDE FUNDS FOR THE
LEASE-PURCHASE OF STADIUM FACILITIES AS DESCRIBED THEREIN (THE
"2001 PROJECT"), A COPY OF WHICH AMENDMENT IS ATTACHED HERETO
AS EXHIBIT A AND INCORPORATED HEREIN BY THIS REFERENCE;
AUTHORIZING AND APPROVING AN AMENDED AND RESTATED SITE LEASE
AGREEMENT (THE "AMENDED LEASE") BETWEEN THE CORPORATION AND
THE CITY FOR THE LEASING OF THE PROJECT SITE AND IMPROVEMENTS
THEREON BY THE CITY TO THE CORPORATION, A COPY OF WHICH
AMENDED LEASE IS ATTACHED HERETO AS EXHIBIT B AND
INCORPORATED HEREIN BY THIS REFERENCE; APPROVING A FIRST
SUPPLEMENTAL INDENTURE OF TRUST (THE "SUPPLEMENTAL
INDENTURE") BY AND BETWEEN THE CORPORATION AND FIRST NATIONAL
BANK OF OMAHA, AS TRUSTEE, A COPY OF WHICH SUPPLEMENTAL
INDENTURE IS ATTACHED HERETO AS EXHIBIT C AND INCORPORATED
HEREIN BY THIS REFERENCE; APPROVING THE TERMS AND CONDITIONS
OF THE CORPORATION'S LEASE REVENUE BONDS (ROSENBLATT STADIUM
PROJECT), SERIES 2001 (THE "SERIES 2001 BONDS") AS SET FORTH IN THE
SUPPLEMENTAL 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 D 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 SERIES 2001 BONDS, A COPY OF WHICH LETTER
AGREEMENT IS ATTACHED HERETO AS EXHIBIT E 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:
ARTICLE I
FINDINGS AND DETERMINATIONS
The Mayor and Council of the City of Omaha hereby find and determine:
The City of Omaha, Nebraska (the "City") wishes to acquire, construct, improve
and equip certain stadium facilities (the"2001 Project"); and,
}
ORDINANCE NO.3 J6'7 b5-
Page 2
The City intends that certain parcels of real estate and improvements thereon
commonly known as "Rosenblatt Stadium," owned by the City and located within the
geographical boundaries of the City of Omaha, Nebraska and to be legally described in
the hereinafter defined Amended Lease (the "Project Site"), constitute a part of and be
the location of the 2001 Project; and,
The City of Omaha wishes to acknowledge, approve and ratify the formation of
the City of Omaha Stadium Facilities Corporation, a nonprofit corporation organized
under Nebraska law (the "Corporation") and established for the purpose of assisting the
City in the acquisition, construction, improving and equipping of stadium facilities within
the geographical boundaries of the City of Omaha, Nebraska; and,
The Corporation previously issued at the request of the City of Omaha the
Corporation's $8,880,000 Lease Revenue Bonds (Rosenblatt Stadium Project)
Series 1998 (the"Series 1998 Bonds") for the stadium facilities purpose as aforesaid; and
The City of Omaha has requested the Corporation to issue, as Additional Bonds
under the Indenture (as hereinafter defined), a second issue of the Corporation's lease
revenue bonds in the aggregate principal amount of $[7,600,000] (the "Series 2001
Bonds") on behalf of the City and apply the proceeds thereof to pay the costs of the 2001
Project, which 2001 Project comprises stadium facilities in addition to those financed
with the proceeds of the Series 1998 Bonds; and,
The Corporation is willing (i) to issue the Series 2001 Bonds on behalf of the
City, the proceeds of which Series 2001 Bonds will be used to acquire, construct,
improve and equip the 2001 Project and(ii) to lease the 2001 Project to the City; and,
ORDINANCE NO.55 /0
Page 3
The Corporation is willing to enter into a First Supplemental Indenture of Trust
(the "Supplemental Indenture") with First National Bank of Omaha, as ,trustee (the
"Trustee"), which Supplemental Indenture amends and supplements the Indenture of
Trust, dated as of November 1, 1998 (the "Indenture"), by and between the Corporation
and the Trustee, as trustee, under which the Corporation issued its Series 1998 Bonds,
and sets forth the maturity, interest rate or rates and other terms and conditions of the
Series 2001 Bonds; and,
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
entering into an Amended and Restated Site Lease Agreement (the "Amended Lease"),
which Amended Lease amends and restates the Site Lease Agreement, dated as of
November 1, 1998, executed by and between the City and the Corporation in connection
with the issuance of the Series 1998 Bonds, and pursuant to which the Corporation has
leased the Project Site from the City; and,
The City and the Corporation, pursuant to Section 5.17 of the Home Rule Charter,
contemplate entering into a First Amendment to Lease-Purchase Agreement (the
"Amendment"), which Amendment amends the Lease Purchase Agreement (as amended,
the "Amended Agreement"), dated as of November 1, 1998, executed by and between the
City and the Corporation in connection with the issuance of the Series 1998 Bonds, and
pursuant to which the City will lease the 2001 Project from the Corporation and pay as
rental payments the amounts necessary timely to discharge the indebtedness created by
the Corporation's issuance of the Series 2001 Bonds; and,
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ORDINANCE NO35 7 b5
Page 4
Under applicable Internal Revenue Service rulings, approval by the City Council
of the issuance of the Series 2001 Bonds by the Corporation is required in order that the
interest on the Series 2001 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
Amended Agreement; and,
The Corporation has requested Kirkpatrick Pettis (the "Underwriter") to
underwrite the Series 2001 Bonds, and contemplates entering into a Bond Purchase
Agreement (the "Bond Purchase Agreement")with the Underwriter providing for the sale
of the Series 2001 Bonds to be underwritten; and,
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 Series 2001 Bonds; and,
The City has determined that it is in its best interest that the Corporation issue the
Series 2001 Bonds and apply the proceeds thereof to the acquisition, construction,
improving and equipping of the 2001 Project and that it is necessary for the City to enter
into the Amendment, the Amended Lease and the Letter Agreement and to approve the
Supplemental Indenture, the Bond Purchase Agreement and the form, content and
distribution of the Preliminary Official Statement (the "Preliminary Official Statement")
in connection with the marketing of the Series 2001 Bonds by the Underwriter, and
ORDINANCE NO.35'7 6.3-
Page 5
satisfy certain requirements of federal income tax law in order that interest on the Series
2001 Bonds shall be excluded from the gross income of the holders thereof for federal
income tax purposes.
ARTICLE II
AUTHORIZATIONS AND APPROVALS
Section 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 the Series 2001 Bonds on
behalf of the City for the purpose of acquiring, constructing, improving and equipping the 2001
Project.
Section 2. The Amendment 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 Amendment 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 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 3. The Amended Lease is hereby authorized and approved, and the Mayor of
the City shall execute the Amended 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,
ORDINANCE N0..55 7(i,5
Page 6
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 4. The Supplemental Indenture and the Preliminary Official Statement, in
substantially the respective forms presented to the City Council and attached hereto as Exhibits C
and D, respectively, are hereby authorized and approved.
Section 5. 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 6. 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 E, 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 7. Payment by the City of the lease-rental amounts from time to time due
under and pursuant to the Amended Agreement is hereby authorized and directed.
Section 8. The issuance and delivery by the Corporation of the Series 2001 Bonds in
the aggregate principal amount, bearing interest at the rates per annum and otherwise on the
terms and conditions set forth in the Supplemental Indenture are hereby preliminarily approved,
subject to final approval of the terms of the Series 2001 Bonds, the Bond Purchase Agreement,
the final Official Statement and related matters by subsequent resolution of this City Council.
ORDINANCE NO.35 C 5
Page 7
Section 9. (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
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 Series 2001 Bonds, the Amendment, the
Amended Lease, the Supplemental 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 10. The City will accept delivery of full legal and unencumbered title to the
2001 Project at the end of the term of the Series 2001 Bonds.
[Remainder of page intentionally left blank.]
ORDINANCE NO.357/5
Page 8
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.
INTRODUCED BY COUNCILMEMBER
APPROVED BY:
44/
MAYOR OF THE CIT F OMAHA DATE
PASSED OCT 3 0 2001 7 O
ATTEST: • '
,24*'7 y CITY,CLERK OF THE C, Y OF OM
. • • APPROVED O
•
CITY TT
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I
ORDINANCE
EXHIBIT A
KUTAK ROCK LLP
CITY OF OMAHA STADIUM FACILITIES CORPORATION,
as Lessor
to
CITY OF OMAHA,NEBRASKA,
as Lessee
FIRST AMENDMENT TO
LEASE-PURCHASE AGREEMENT
Dated as of November 1, 2001
Return Copy to:
Charles K. Bunger, Esq.
City of Omaha, Nebraska
1819 Farnam Street
Omaha, NE 68183
01-361692.01
FIRST AMENDMENT TO
LEASE-PURCHASE AGREEMENT
THIS FIRST AMENDMENT TO LEASE-PURCHASE AGREEMENT is made and
entered into as of this 1st day of November, 2001 by and between CITY OF OMAHA
STADIUM FACILITIES CORPORATION, a Nebraska nonprofit corporation ("Corporation"),
and the CITY OF OMAHA,NEBRASKA, a municipal corporation("City").
RECITALS:
WHEREAS, the Corporation and the City entered into a Lease-Purchase Agreement (the
"Agreement"), dated as of November 1, 1998, a true and correct copy of which is attached hereto
as Exhibit A, pursuant to which the Corporation leased to the City the property described at
Appendix A thereto, 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 thereof, be situated thereon (the
"1998 Project"); and
WHEREAS, the Corporation and the City are desirous of entering into this First
Amendment to Lease Purchase Agreement (the "Amendment") for the purpose of amending the
Agreement to include the lease of certain additional improvements and make other changes to
the Agreement as described herein.
NOW, THEREFORE, KNOW ALL MEN BY THESE PRESENTS:
WITNESSETH:
The Agreement is hereby amended as follows:
Section 1. Description of Project. Appendix A to the Agreement is hereby amended
and replaced in its entirety with Appendix A attached to this Amendment. Pursuant to the
Agreement, as amended by this Amendment, the Corporation leases to City the property
01-361692.01
described at Appendix A to this Amendment, 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 (collectively with the 1998 Project, the "Project").
Section 2. Term of Lease. Section 1 of the Agreement is hereby amended and replaced
in its entirety with the following:
"Section 1. Term of Lease. The term of this Lease-Purchase Agreement
(this "Agreement") shall be 23 years beginning as of the date hereof and ending
on November 1, 2021 unless sooner terminated or extended as hereinafter
provided."
Section 3. Basic Rental Payments. Section 2(a) of the Agreement is hereby amended
and replaced in its entirety with the following:
"(a) Basic Rent. City shall pay to Corporation cash Basic Rent in the
amounts and on or before the dates shown on Exhibit A 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 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 Series 1998 Bonds
and the Series 2001 Bonds (each 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."
Section 4. Replacement of Exhibit A. Exhibit A to the Agreement is hereby amended
and replaced in its entirety with Exhibit A which is attached to this Amendment and made a part
hereof by this reference.
Section 5. Additional Rent. Section 2(b) of the Agreement is hereby amended and
replaced in its entirety with the following:
01-361692.02 2
"(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 certain costs of the Project, as provided in
Section 13 hereof, Corporation has previously issued its Lease Revenue
Bonds (Rosenblatt Stadium Project) Series 1998 in the aggregate principal
amount of$8,880,000 (the "Series 1998 Bonds"), payable from the Basic
Rent; that First National Bank of Omaha, as trustee ("Trustee"), serves
under the Indenture of Trust dated as of November 1, 1998 between
Trustee and Corporation (the "Indenture") under which the Bonds were
issued; and that there will be fees and expenses due to Trustee under the
Indenture which shall be payable by City; and
(iii) that to pay certain additional costs of the Project, as
provided in Section 13 hereof, Corporation will issue its lease revenue
bonds in the aggregate principal amount of$[7,600,000] (the "Series 2001
Bonds"), payable from the Basic Rent pari passu with the Series 1998
Bonds; that First National Bank of Omaha, as Trustee, will serve under the
First Supplemental Indenture of Trust dated as of November 1, 2001
between Trustee and Corporation (the "Supplemental Indenture") under
which the Series 2001 Bonds shall be issued; and that there will be fees
and expenses due to Trustee under such Supplemental Indenture which
shall be payable by City; and
(iv), 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
01-3 61 692.01 3
•
.
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 Series 1998 Bonds, and
under the Supplemental Indenture governing the issuance of the
Series 2001 Bonds, with City paying such fees and expenses as
statements are rendered by Trustee to City; and
(C) the expenses in connection with any audit or
examination of Corporation's records requested by City."
Section 6. References to "Bonds". Except as otherwise stated in this Amendment, the
use of the term `Bonds" in the Agreement is hereby amended to mean and refer collectively to
the Series 1998 Bonds and the Series 2001 Bonds.
Section 7. Insurance, Damage or Destruction. Section 5 of the Agreement is hereby
amended by replacing Section(d) in its entirety with the following:
"(d) City shall deliver to the Trustee as named insured upon or
promptly after the issuance of the Series 1998 Bonds an owner's title insurance
policy in the amount of$8,880,000 insuring that the City has fee simple title to
the site of the Project."
Section 5 of the Agreement is hereby further amended by adding the following new
Section (e):
"(e) City shall deliver to the Trustee as named insured upon or
promptly after the issuance of the Series 2001 Bonds an owner's title insurance
policy in the amount of$[7,600,000] insuring that the City has fee simple title to
the site of the Project."
Section 8. Acquisition of the Project. The second full paragraph of Section 13 of the
Agreement is hereby amended and replaced in its entirety with the following:
"A leasehold interest in and to the Project, including any and all buildings,
improvements and other property (but not including the Project site and
improvements thereon in which Corporation has a leasehold interest pursuant to
the Amended and Restated Site Lease Agreement (the "Lease") dated as of
November 1, 2001 between City and Corporation), shall vest in Corporation as
such property becomes a part of the Project, and Corporation shall continue to
01-361692.01 4
•
have such interest therein until City has satisfied all of its obligations to
Corporation under this Amended Agreement and the Project is conveyed to City."
Section 9. Financing. Section 17 of the Agreement is hereby amended and replaced in
its entirety with the following:
"(a) City consents to and approves of the issuance by Corporation of
the Series 1998 Bonds in two series in the aggregate principal amounts of
$4,940,000 (the "Series 1998A Bonds") and of $3,940,000 (the "Series 1998B
Bonds"), respectively, dated November 1, 1998, on the terms and conditions
specified in the Indenture. With respect to the Series 1998A Bonds, City
covenants and agrees for the benefit of Corporation and the holders of the Series
1998A Bonds that City shall comply with all necessary restrictions of the Internal
Revenue Code of 1986, as amended, and the Regulations thereunder to preserve
the exclusion of interest on the Series 1998A Bonds from gross income for
purposes of federal income taxation. City has undertaken to provide ongoing
disclosure for the benefit of holders of the Series 1998 Bonds pursuant to
Section(b)(5)(i) of Securities and Exchange Commission Rule 15c2-12 under the
Securities Exchange Act of 1934, as amended (17 C.F.R., § 240.15c2-12)(the
"Rule"), in that certain Letter Agreement, dated as of November 18, 1998,
between the City and the Trustee."
(b) City consents to and approves of the issuance by Corporation of
the Series 2001 Bonds in the aggregate principal amount of$[7,600,000], dated
November 1, 2001, on the terms and conditions specified in the Supplemental
Indenture. The City covenants and agrees for the benefit of Corporation and the
holders of the Series 2001 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 Series 2001
Bonds from gross income for purposes of federal income taxation. City has
undertaken to provide ongoing disclosure for the benefit of holders of the Series
2001 Bonds pursuant to the Rule, in that certain Letter Agreement, to be dated the
date of original delivery of the Series 2001 Bonds, between the City and the
Trustee.
Section 10. Authority of Parties. Each of the parties to this Amendment represents that
it has full power and authority to execute, perform and carry out the terms of this Amendment.
Execution of this Amendment 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 11. Benefit. This Amendment shall be binding upon and shall inure to the
benefit of the parties and their successors or assigns.
01-361692.01 5
Section 12. Section Captions. The section captions contained in this Amendment are
for reference purposes only and shall not affect in any way the meaning or interpretation of this
Amendment.
Section 13. Effect of Amendment. Except as amended hereby, the provisions of the
Agreement, including without limitation the representations, warranties and covenants included
therein, remain unchanged, and the respective rights, duties and obligations of the Corporation
and the City under the Agreement shall hereafter be determined, exercised and enforced under
the Agreement, subject in all respects to such modification and amendment, and all the temis and
conditions of this Amendment shall be deemed to be a part of the terms and conditions of the
Agreement for any and all purposes. If there is a conflict between the provisions of the
Agreement and the provisions of the Amendment, the provisions of this Amendment shall
prevail.
01-361692.01 6
4
IN WITNESS WHEREOF, the parties hereto have caused this Amended Agreement to be
executed by their duly authorized officers as of the day and year first above written.
[SEAL] CITY OF OMAHA STADIUM FACILITIES
CORPORATION
ATTEST:
By
President
Secretary
[SEAL] CITY OF OMAHA,NEBRASKA
ATTEST:
By
Mayor
City Clerk
APPROVE AS TO O
° M City Attorney
CONSENT OF TRUSTEE
Trustee, as trustee for the Series 1998 Bonds, hereby consents to the amendment of the
Lease-Purchase Agreement, dated as of November 1, 1998, by and between the City and the
Corporation, pursuant to this First Amendment to Lease-Purchase Agreement.
[SEAL] FIRST NATIONAL BANK OF OMAHA,
Trustee
By
ATTEST: Authorized Officer
By
01-361692.01 7
STATE OF NEBRASKA )
) ss.
COUNTY OF DOUGLAS )
The foregoing instrument was acknowledged before me this _ day of November, 2001
by GREGORY A. PETERSON, President, and LARRY LAHAIE, Secretary, of CITY OF
OMAHA STADIUM FACILITIES CORPORATION, on behalf of Corporation.
WITNESS my hand and seal this day of November, 2001.
Notary Public
(SEAL)
STATE OF NEBRASKA )
) ss.
COUNTY OF DOUGLAS )
The foregoing instrument was acknowledged before me this day of November, 2001
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.
WITNESS my hand and seal this day of November, 2001.
Notary Public
(SEAL)
01-361692.01 8
EXHIBIT A
SCHEDULE OF BASIC RENT
PAYABLE BY THE CITY OF OMAHA, NEBRASKA
Series 1998 Bonds Series 2001 Bonds
Date Principal Interest Principal Interest Fiscal Total
May I,1999
November 1,1999
May 1,2000
November 1,2000
May 1,2001
November 1,2001
May 1,2002 •
November 1,2002
May 1,2003
November 1,2003 •
May 1,2004
November I,2004
May 1,2005
November 1,2005 •
May 1,2006 •
November 1,2006
May 1,2007
November 1,2007
May 1,2008
November 1,2008
May 1,2009
November 1,2009
May 1,2010
November 1,2010
May 1,2011 •
November 1,2011
May 1,2012
November 1,2012
May 1,2013
November 1,2013
May 1,2014
November I,2014
May 1,2015
•
November 1,2015
May 1,2016
November 1,2016
May 1,2017
November 1,2017
May 1,2018
November 1,2018
May 1,2019
November 1,2019
01-361692.01
May 1,2020
November 1,2020
May 1,2021
November 1,2021
TOTAL
01-361692.01
APPENDIX A
LEASEHOLD PROPERTY DESCRIPTION
Rosenblatt Stadium Project
0 1-3 61 692.01
ORDINANCE
EXHIBIT B
KUTAK ROCK TIP
CITY OF OMAHA,NEBRASKA,
as Lessor
to
CITY OF OMAHA STADIUM FACILITIES CORPORATION,
as Lessee
AMENDED AND RESTATED SITE LEASE AGREEMENT
Dated as of November 1, 2001
•
Return Copy to:
Charles K. Bunger, Esq.
City of Omaha,Nebraska
1819 Farnam Street
Omaha, NE 68183
01-361700.01
•
ORDINANCE
EXHIBIT B
•
AMENDED AND RESTATED SITE LEASE AGREEMENT
THIS AMENDED AND RESTATED SITE LEASE AGREEMENT is made and
entered into as of the 1st day of November, 2001 by and between the CITY OF OMAHA,
NEBRASKA, a municipal corporation ("City"), as lessor, and CITY OF OMAHA STADIUM
FACILITIES CORPORATION, a Nebraska nonprofit corporation ("Corporation"), as lessee.
RECITALS:
This Amended and Restated Site Lease Agreement (the "Amended Site Lease") amends,
restates and replaces in its entirety that certain Site Lease Agreement (the "Prior Lease"), dated
as of November 1, 1998, by and between the City and the Corporation, which Prior Lease was
recorded with the Register of Deeds of Douglas County, Nebraska on November 18, 1998.
City, in consideration of the covenants of Corporation hereinafter set forth, does by these
presents lease to Corporation the parcel of ground and improvements thereon, located in the City
of Omaha, Nebraska, more specifically described at Appendix A hereto.
TO HAVE AND TO HOLD the same unto Corporation from, on and after the date hereof
to and including the earlier of (i)November 1, 2021 and (ii) the termination date of that
Lease-Purchase Agreement, dated as of November 1, 1998, as amended by that certain First
Amendment to Lease-Purchase Agreement, dated as of November 1, 2001, each by and between
Corporation, as lessor, and City, as lessee, and City warrants to Corporation the peaceful and •
quiet enjoyment of the premises hereby leased for and during the term hereof.
Corporation, in consideration of the leasing 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
Amended Site Lease, 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 stadium facilities and functions incidental
thereto.
The covenants herein shall extend to and be binding upon the successors and assigns of
the parties to this Amended Site Lease.
01-361700.01
'4 •
•
IN WITNESS WHEREOF, the parties hereto have caused this Amended and Restated
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 STADIUM FACILITIES
CORPORATION
By
ATTEST: President
By
Lary
APPROVED S TO ORM: 41
By
City orney
01-361700.01 2
STATE OF NEBRASKA )
SS.
COUNTY OF DOUGLAS )
The foregoing instrument was acknowledged before me this _day of November, 2001
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.
WITNESS, my hand and seal this day of November, 2001.
[SEAL]
Notary Public
My commission expires:
STATE OF NEBRASKA )
) • SS.
COUNTY OF DOUGLAS )
The foregoing instrument was acknowledged before me this _ day of November, 2001,
by GREGORY A. PETERSON, President, and LAWRENCE E. LAHAIE, Secretary, of CITY
OF OMAHA STADIUM FACILITIES CORPORATION, on behalf of Corporation.
WITNESS, my hand and seal this day of November, 2001.
[SEAL]
Notary Public
My commission expires:
01-361700.01 3
APPENDIX A
Legal Description of Rosenblatt Stadium Site
01-361700.01
e
KUTAK ROCK LLP
ORDINANCE
EXHIBIT C
II
CITY OF OMAHA STADIUM FACILITIES CORPORATION
to
FIRST NATIONAL BANK OF OMAHA,
as Trustee
FIRST SUPPLEMENTAL
INDENTURE OF TRUST
Dated as of November 1, 2001
01-361706.01
T`
r �•
FIRST SUPPLEMENTAL INDENTURE OF TRUST
THIS FIRST SUPPLEMENTAL INDENTURE OF TRUST is made and entered into
as of the lst day of November, 2001 by and between CITY OF OMAHA STADIUM
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 supplemental to that Indenture of Trust dated as of
November 1, 1998 (the "Indenture")between the Corporation and the Trustee.
RECITALS:
WHEREAS, Corporation, as lessor, has entered into a Lease-Purchase Agreement dated
as of November 1, 1998 (the "Agreement"), and a First Amendment to Lease-Purchase
Agreement dated as of November 1, 2001 (as amended, the "Amended Agreement"), each with
the City of Omaha, Nebraska ("City"), as lessee, under which Corporation has leased to City
certain real and personal property situated in Omaha, Nebraska, the realty being described at
Appendix A to the Amended Agreement, which realty, together with the improvements, fixtures,
equipment and such personal property as may be situated thereon, is herein referred to as the
"Project"; and
WHEREAS, in order to obtain funds for the payment of a portion of the costs of the
acquisition, construction, improving and equipping of the Project, the Corporation has previously
issued its $8,880,000 Lease Revenue Bonds (Rosenblatt Stadium Project), Series 1998 (the
"Series 1998 Bonds")under the Indenture; and
WHEREAS, in order to obtain funds for the payment of the costs of the acquisition,
construction, improving and equipping of certain additional portions of the Project, it is
necessary for Corporation, at the request of City, to issue additional lease revenue bonds in the
aggregate principal amount of Seven Million Six Hundred Thousand and 00/100 Dollars
($[7,600,000]) (the "Series 2001 Bonds," and together with the Series 1998 Bonds, the
"Bonds"); and
WHEREAS, the Series 2001 Bonds shall be Additional Bonds as described in, and shall
be issued in accordance with, Section 209 of the Indenture; and
WHEREAS, the Series 1998 Bonds and the Series 2001 Bonds are secured pari passu by
a pledge of the Basic Rent (as hereinafter defined) to become due under the Amended
Agreement; and
WHEREAS, Trustee has agreed to act as Trustee under the Indenture, as amended and
supplemented by this First Supplemental Indenture of Trust (the "Supplemental Indenture"), for
the benefit of the owner or owners of the Series 2001 Bonds issued as hereinafter provided;
THIS FIRST SUPPLEMENTAL INDENTURE OF TRUST FURTHER WITNESSETH
that, and it is expressly declared, the Series 2001 Bonds issued and secured under the Indenture
•
01-361706.01
and hereunder are to be issued, authenticated and delivered and all said revenue and income
hereby pledged are to be dealt with and disposed of under, upon and subject to the terms,
conditions, stipulations, covenants, agreements, trusts, uses and purposes as in the Indenture and
hereinafter expressed, and the Corporation has agreed and covenanted, and does hereby agree
and covenant, with the Trustee and with the Bondholders, from time to time of the Series 2001
Bonds, to supplement and amend the Indenture as follows, that is to say:
Section 1. Article I of the Indenture is hereby amended and supplemented by adding,
and by striking any definitions therein which are supplanted by, the following defined terms:
"Acquisition Fund" means the Fund (including the Series 1998A Subaccount, the
Series 1998B Subaccount and the Series 2001 Subaccount therein) 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 purpose specified in Article VI of
this Indenture.
"Agreement"means the Lease-Purchase Agreement dated as of November 1, 1998 by and
between Corporation and City, as amended by the First Amendment to Lease-Purchase
Agreement, dated as of November 1, 2001, together with any amendments thereto.
"Bond Fund" means the Fund (including the Series 1998A Subaccount, the Series 1998B
Subaccount and the Series 2001 Subaccount therein) created by Article V of this Indenture into
which the funds specified in Article V are to be deposited.
"Bonds" means, collectively, the $8,880,000 aggregate principal amount of Corporation's
Series 1998 Bonds and the $[7,600,000] aggregate principal amount of Corporation's
Series 2001 Bonds.
"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 Series 1998A Bonds and the Series 2001 Bonds or the use of the proceeds thereof.
"First Amendment to Lease-Purchase Agreement" means the First Amendment to Lease-
Purchase Agreement, dated as of November 1, 2001, between the Corporation and the City, as
the same may be amended or supplemented.
"Indenture" means this Indenture of Trust, dated as of November 1, 1998, between the
Corporation and the Trustee, as amended and supplemented by the Supplemental Indenture and
all other amendments and supplements hereto.
"Issue" means, when referring to Bonds issued under this Indenture, the Series 1998
Bonds or the Series 2001 Bonds.
"Letter of Instructions" means the letters of nationally recognized bond counsel
describing the application of the rebate provisions of the Code, dated November 18, 1998 with
regard to the Series 1998A Bonds and as of the date of closing of the issuance and sale of the
Series 2001 Bonds.
2
01-361706.01
•
"Project" means the real and personal property described on the first page hereof and
Exhibit A to the Agreement and all property now or hereafter constructed or placed thereon.
"Series 1998 Bonds"means the Series 1998A Bonds and the Series 1998B Bonds.
"Series 1998A Bonds" means the $4,940,000 aggregate principal amount of
Corporation's Lease Revenue Bonds (Rosenblatt Stadium Project), Series 1998A.
"Series 1998B Bonds" means the $3,940,000 aggregate principal amount of
Corporation's Lease Revenue Bonds (Rosenblatt Stadium Project), Series 1998B.
"Series 2001 Bonds" means the $[7,600,000] aggregate principal amount of
Corporation's Lease Revenue Bonds (Rosenblatt Stadium Project), Series 2001.
"Supplemental Indenture" means the First Supplemental Indenture of Trust dated as of
November 1, 2001 between the Corporation and the Trustee, as the same may be amended or
supplemented.
"Tax Exempt Bonds"means the Series 1998A Bonds and the Series 2001 Bonds.
Section 2. Sections 2.01, 2.02, 2.04, 2.06, 3.01, 3.02 and 3.03 of the Indenture are
hereby amended by replacing the term "the Bonds" appearing therein with the term "the
Series 1998 Bonds."
Section 3. Article II of the Indenture is hereby further amended and supplemented by
adding the following provisions:
"Section 2.13. Form of Series 2001 Bonds. The Series 2001 Bonds shall
be in substantially the form set forth in Exhibit C hereto, with such variations,
omissions and insertions as are permitted or required by this Indenture and are
deemed advisable by nationally recognized bond counsel to effectuate the
purposes of this Indenture.
Section 2.14. Issuance of Series 2001 Bonds. The Series 2001 Bonds in
the aggregate principal amount of Seven Million Six Hundred Thousand Dollars
($[7,600,000]) shall be issued by Corporation as soon as practicable on or
following the date of execution of the Supplemental Indenture, and the proceeds
thereof, net of accrued interest, if any, shall be delivered to Trustee to be
deposited by Trustee in the Series 2001 Subaccount of the Acquisition Fund.
The Series 2001 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.
Section 2.15. Terms, Medium and Place of Payment of Series 2001
Bonds. The Series 2001 Bonds shall be issued as fully registered bonds, without
coupons, in the denomination of $5,000 or any integral multiple thereof. The
Series•2001 Bonds shall be numbered in consecutive numerical order from one
3
01-361706.01
•
i Y
upwards in chronological order, as issued, or shall be numbered in any other
manner as the Finance Director of City shall determine. The Series 2001 Bonds
shall be dated November 1, 2001 and shall become due and payable on
November 1 of the years and shall bear interest at the rates per annum as shown
below:
Maturity Date Amount Interest Rate
(November 1)
%
The Series 2001 Bonds shall bear interest from November 1, 2001 and
shall be payable semiannually on May 1 and November 1 of each year, starting
May 1, 2002.
The principal of the Series 2001 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 Series 2001 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
Series 2001 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 2.16. Authorization and Delivery of Series 2001 Bonds. Upon
the execution and delivery of the Supplemental Indenture, Corporation shall
execute the Series 2001 Bonds and deliver same to Trustee, who shall
authenticate the Series 2001 Bonds. The Series 2001 Bonds shall then be
delivered to the original purchasers of the Series 2001 Bonds upon the payment of
the purchase price of % of the principal amount thereof, together with
accrued interest to the date of payment and delivery of the Series 2001 Bonds."
Section 4. The Indenture is hereby amended by attaching as a new Exhibit C to the
Indenture, the Form of Series 2001 Bond which is attached as Exhibit A to this Supplemental
Indenture.
Section 5. Article III of the Indenture is hereby amended and supplemented by adding
the following provisions:
4
01-361706.01
•
"Section 3.07. Series 2001 Bonds Redeemable. The Series 2001 Bonds
are noncallable for redemption except pursuant to Sections 3.08 and 3.09 hereof.
Section 3.08. Optional Redemption of Series 2001 Bonds. The
Series 2001 Bonds maturing on and after November 1, 20 are subject to
redemption by Corporation from any source, in whole at any time, or in part on
any interest payment date, in such order of maturities as determined by
Corporation (and by lot or other random selection method within a maturity) on or
after November 1, 20 , at the following redemption prices expressed as a
percentage of the principal amount of the Bonds to be redeemed, plus interest
accrued thereon to the date of redemption:
Redemption Period Redemption Price
(dates inclusive)
November 1, 20 to October 31, 20 102%
November 1, 20 to October 31, 20 101
November 1, 20 and thereafter 100
If to be redeemed in part as aforesaid, the Series 2001A Bonds shall be
redeemed on a pro rata basis within each such maturity.
Section 3.09. Sinking Fund Redemption of Series 2001 Bonds. The
Series 2001 Bonds maturing November 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 November 1, 20_, and on each November 1
thereafter in the years and principal amounts set forth below:
Year Principal Amount
The Series 2001 Bonds maturing November 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 November 1, 20 ,
and on each November 1 thereafter in the years and principal amounts set forth
below:
Year Principal Amount
5
01-361706.01
To the extent that such Series 2001 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 Series 2001 Bonds of such maturity
shall be reduced by the amount obtained by multiplying the principal amount of
such Series 2001 Bonds of such maturity so called for redemption by the ratio
which each annual sinking fund payment for the Series 2001 Bonds of such
maturity bears to the total sinking fund payments of such Series 2001 Bonds
subject to sinking fund redemption, and by rounding each sinking fund payment
to the nearest $5,000 multiple.
In case a Series 2001 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 Series 2001 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 Series 2001 Bonds subject to sinking fund
redemption, a principal amount of such Series 2001 Bonds equal to the aggregate
principal amount of such Series 2001 Bonds redeemable with the required sinking
fund payment, and shall call such Series 2001 Bonds or portions thereof($5,000
or any integral multiple thereof) for redemption from such sinking fund on the
next November 1, and give notice of such call."
Section 6. Section 3.04 of the Indenture is hereby amended by replacing the phrase "the
Series 1998A Bonds and the Series 1998B Bonds then Outstanding," appearing inside the period
at the end of the first sentence, with the phrase "the Series 1998A Bonds, the Series 1998B
Bonds and the Series 2001 Bonds then Outstanding".
Section 7. Section 4.06 of the Indenture is hereby amended by replacing the term "the
Series 1998A Bonds" in each place used therein with the term"the Tax Exempt Bonds."
Section 8. Sections 5.02, 5.03, 5.04 and 5.05 of the Indenture are hereby amended and
replaced in their entirety with the following:
"Section 5.02. There is hereby created by Corporation and ordered
established with Trustee a trust fund to be designated "Bond Fund" and therein a
"Series 1998A Subaccount," a "Series 1998B Subaccount" and a "Series 2001
Subaccount," which shall be used to pay the interest on and principal of the
Series 1998A Bonds, the Series 1998B Bonds and the Series 2001 Bonds,
respectively.
Section 5.03. Deposits to Bond Fund. There shall be deposited in the
Series 1998A Subaccount, the Series 1998B Subaccount and the Series 2001 •
Subaccount of the Bond Fund all accrued interest received, if any, at the time of
6
01-361706.01
L
•
•
the issuance, sale and delivery of the Series 1998A Bonds, the Series 1998B
Bonds and the Series 2001 Bonds, respectively, pro rata, all Basic Rent payments,
as and when received, made under the Agreement and 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 the Bond Fund. Moneys in the
Series 1998A Subaccount, the Series 1998B Subaccount and the Series 2001
Subaccount of the Bond Fund shall be used solely for the payment of the interest
on the related series of 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 Series 1998A Subaccount, the Series 1998B
Subaccount and the Series 2001 Subaccount of the Bond Fund in amounts
sufficient to meet installments of interest on or principal of the related series of
the Bonds when due."
Section 9. Sections 6.01, 6.02 and 6.03 of the Indenture are hereby amended and
replaced in their entirety with the following:
"Section 6.01. Creation of Acquisition Fund. A special fund is hereby
created with Trustee to be designated "Acquisition Fund," and therein a
"Series 1998A Subaccount," a "Series 1998B Subaccount" and a "Series 2001
Subaccount." Upon the issuance and sale of the Bonds, the proceeds of the
Series 1998A Bonds, excluding accrued interest, if any, shall be deposited into the
Series 1998A Subaccount of the Acquisition Fund, the proceeds of the
Series 1998B Bonds, excluding accrued interest, if any, shall be deposited into the
Series 1998B Subaccount of the Acquisition Fund and the proceeds of the
Series 2001 Bonds, excluding accrued interest, if any, shall be deposited into the
Series 2001 Subaccount of the Acquisition Fund.
Section 6.02. Use of Moneys in the Acquisition Fund. Moneys in the
Acquisition Fund shall be disbursed for the following purposes:
(1) pro rata from the Series 1998A Subaccount and the
Series 1998B Subaccount, the payment of expenses of issuing and selling
the Series 1998 Bonds, including printing, legal and financial expenses;
(2) solely from the Series 1998B Subaccount, the amount
remaining in such Subaccount after payment or provision for payment of
the expenses mentioned in (1) above shall be applied to the reimbursement
of City for payment of the costs of the Project incurred by City before
August 28, 1998;
(3) the amounts remaining in the Series 1998A Subaccount and
in the Series 1998B Subaccount after payment or provision for payment of
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01-36 1 706.01
•
the expenses mentioned in (1) and (2) above shall be applied to the
payment of the costs of the Project, including the reimbursement of City
for any such costs incurred after August 28, 1998;
(4) solely from the Series 2001 Subaccount, the payment of
expenses of issuing and selling the Series 2001 Bonds, including printing,
legal and financial expenses; and
(5) the amount remaining in the Series 2001 Subaccount after
payment or provision for payment of the expenses mentioned in (4) above
shall be applied to the payment of the costs of the Project, including the
reimbursement of City for any such costs incurred after
2001."
Section 10. Sections 9.02, 9.03 and 9.09 of the Indenture are hereby amended and
replaced in their entirety with the following:
"Section 9.02. Acceleration. Upon the occurrence of an Event of
Default with respect to an Issue of Bonds, Trustee may, and, upon the written
request of the owners of 20% in aggregate principal amount of the affected Issue
of Bonds outstanding hereunder, shall, by notice in writing delivered to
Corporation, declare the principal of all Bonds of such Issue 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 of such Issue 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 of such Issue 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 with respect to an Issue of Bonds, Trustee may on its own
0
initiative, and shall upon the written request of the owners of not less than 20% in
principal amount of the affected Issue of Bonds then outstanding hereunder, and
upon being 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
8
01-361706.01
r.1
protection and enforcement of its rights and the rights of the owners of the Bonds
of such Issue as shall be provided by law, including a suit, action or special
proceeding in equity or at law.
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 affected Issue of 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."
Section 11. Section 9.07 of the Indenture is hereby amended by replacing the phrase
"Series 1998A Subaccount and the Series 1998B Subaccount of the Bond Fund" appearing in the
initial paragraph of such section with the phrase "Series 1998A Subaccount, the Series 1998B
Subaccount or the Series 2001 Subaccount of the Bond Fund."
Section 12. This Supplemental Indenture 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.
Section 13. If any provisions of this Supplemental 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
Supplemental Indenture contained shall not affect the remaining portions of this Supplemental
Indenture or any part thereof.
[Remainder of page intentionally left blank.]
9
01-361706.01
•
IN WITNESS WHEREOF, City of Omaha Stadium Facilities Corporation has caused this
First Supplemental Indenture of Trust 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 first day of
November, 2001.
[SEAL] CITY OF OMAHA STADIUM FACILITIES
CORPORATION
By
By President
Secretary
[SEAL] FIRST NATIONAL BANK OF OMAHA,
Trustee
By
ATTEST: Authorized Officer
By
10
01-361706.01
r
STATE OF NEBRASKA )
) SS.
COUNTY OF DOUGLAS )
The foregoing instrument was acknowledged before me this day of November,
2001 by GREGORY A. PETERSON and LAWRENCE E. LAHAIE of CITY OF OMAHA
PARKING FACILITIES CORPORATION, a Nebraska nonprofit corporation, on behalf of the
corporation.
WITNESS my hand and seal this day of November, 2001.
Notary Public
STATE OF NEBRASKA )
) SS.
COUNTY OF DOUGLAS )
The foregoing instrument was acknowledged before me this day of November,
2001 by and of FIRST NATIONAL BANK OF OMAHA, a
national banking association, on behalf of the bank.
WITNESS my hand and seal this day of November, 2001.
Notary Public
11
01-361706.01
EXHIBIT A
TO FIRST SUPPLEMENTAL INDENTURE OF TRUST
"EXHIBIT C
(FORM OF SERIES 2001 BOND)
Unless this certificate is presented by an authorized representative of The Depository
Trust Company, a New York corporation ("DTC"), to City of Omaha Stadium 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 STADIUM FACILITIES CORPORATION
LEASE REVENUE BOND
(ROSENBLATT STADIUM PROJECT)
SERIES 2001
No. R- $
MATURITY INTEREST DATED CUSIP
DATE RATE DATE
November 1, % November 1, 2001
REGISTERED OWNER:
PRINCIPAL AMOUNT: DOLLARS AND NO CENTS ($ )
KNOW ALL MEN BY THESE PRESENTS that City of Omaha Stadium 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 November 1, 1998, as supplemented by the First
Supplemental Indenture of Trust dated as of November 1, 2001 (collectively, the "Indenture"),
each 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 Maturity Date
specified 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
• 12
01-361706.01
semiannually on May 1 and November 1 of each year, commencing on May 1, 2002, until said
Principal Amount is paid, except as the provisions hereinafter set forth with respect to
redemption of this Bond prior to maturity may become applicable hereto. Both principal of and
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
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 Series 2001 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 Series 2001 Bonds are issued on a parity, and under the Indenture are ratably secured
in all respects, with the $8,880,000 aggregate principal amount City of Omaha Stadium Facilities
Corporation Lease Revenue Bonds (Rosenblatt Stadium Project) Series 1998A and
Series 1998B, dated November 1, 1998 (the "Series 1998A Bonds" and the "Series 1998B
Bonds"), and previously issued pursuant to the Indenture.
The Series 2001 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 this 1st day of
November, 2002.
(SEAL) CITY OF OMAHA STADIUM FACILITIES
CORPORATION
By
ATTEST: President
By
Secretary
13
01-361706.01
FORM OF REVERSE OF BOND
This Bond is one of an authorized issue of bonds limited to and in the total amount of
Seven Million Six Hundred Thousand Dollars and No Cents ($7,600,000.00) (the "Series 2001
Bonds"). The Series 2001 Bonds are dated as even date and like tenor except as to maturity date
and interest rate, issued for the purpose of providing funds for the acquisition, construction,
improving and equipping of all or a portion of improvements to Rosenblatt Stadium (the
"Project"), which is leased to the City of Omaha, Nebraska ("City"). The Project has been
leased to City under the Lease-Purchase Agreement dated as of November 1, 1998, as amended
by that First Amendment to Lease-Purchase Agreement dated as of November 1, 2001 (as
amended, the "Agreement"), each by and between Corporation and City. The principal of and
interest on the Series 2001 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 Series 2001 Bonds are issued. The
provisions of the Indenture, govern the rights of the owners of the Series 2001 Bonds. The
Rental Payments are in an amount sufficient to pay the principal of and interest on the
Series 2001 Bonds as the same become due.
The Series 2001 Bonds maturing on and after November 1, 20 are subject to
redemption by Corporation from any source, in whole at any time or in part, on any interest
payment date, in such order of maturities as determined by Corporation (and by lot or other
random selection method within a maturity) on or after November 1, 20 at the redemption
prices (expressed as a percentage of principal amount of the Series 2001 Bonds to be redeemed),
respectively, set forth below, plus accrued interest to the date of redemption:
Redemption Period (dates inclusive) Redemption Price
November 1, 20 to October 31, 20_
November 1, 20_to October 31, 20
November 1, 20 and thereafter
If to be redeemed in part as aforesaid, the Series 2001 Bonds shall be redeemed on a pro rata
basis within each such maturity.
The Series 2001 Bonds maturing November 1, 20 are subject to mandatory
redemption from Basic Rent sinking fund payments prior to their maturity date, by lot (or other
random selection method) selected by Trustee, at a price of par, without premium, on
November 1, 20 and on each November 1 thereafter in the years and the principal amounts set
forth below:
Year Principal Amount
The Series 2001 Bonds maturing November 1, 20_ are subject to mandatory
redemption from Basic Rent sinking fund payments prior to their maturity date, by lot (or other
14
01-361706.01
random selection method) selected by Trustee, at a price of par, without premium, on
November 1, 20 and on each November 1 thereafter in the years and the principal amounts set
forth below:
Year Principal Amount
The Bonds, of whatever maturity, shall also be subject to redemption, in whole, 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 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, and such principal amount shall
be divided pro rata between the Series 1998A Bonds, the Series 1998B Bonds and the
Series 2001 then Outstanding.
If a Series 2001 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 Series 2001 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 Series 2001 Bond to be
redeemed at the address shown on the registration books of Corporation kept by Trustee. All
maturities of the Series 2001 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.
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This Bond is a bond of the issue of Series 2001 Bonds designated herein and issued under
the provisions of the within-mentioned Indenture.
Date: FIRST NATIONAL BANK OF OMAHA,
Trustee
By
Authorized Officer
15
01-361706.01
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:
Signature Guaranteed:
NOTICE: Signature(s) must be guaranteed by NOTICE: The signature to this assignment
a financial institution that is a member of the must correspond with the name as it appears
Securities Transfer Agent Medallion Program upon the face of the within Bond in every
("STAMP"), the Stock Exchange Medallion particular, without alteration or enlargement or
Program ("SEMP"), the New York Stock any change whatsoever."
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.
16 •
01-361706.01
•
• PRELIMINARY OFFICIAL S't ATEMENT DATED NOVEMBER ,2001
C
N
g ORDINANCE
Y
,1 ,EXHIBITS D AND,E.,(Appendix C hereto)
to'9 ?ry ' __, e. ya°.,
1 • NEW ISSUE RATINGS:Moody's:
w >, BOOK-ENTRY-ONLY Standard&Poor's:
o 5 (See"RATINGS"herein)
5 C
F
A 6 In the opinion of Bond Counsel, under existing laws,regulations, rulings and judicial decisions, interest on the Series 2001 Bonds is excluded
E:- from gross income of the owners thereoffor federal income tax purposes and is not an item of tax preference for purposes of the federal alternative minimum
Y0 tax imposed on individuals and corporations, except that such interest must be included in the "adjusted current earnings"of certain corporations for
o purposes of calculating alternative minimum taxable income. Bond Counsel also is of the opinion that,under existing laws of the State of Nebraska,interest
o „ on the Series 2001 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.
c w
KUTAK ROCK LLP
N $[7,600,000] -
ro CITY OF OMAHA STADIUM FACILITIES CORPORATION
2 „ LEASE REVENUE BONDS
>, (ROSENBLATT STADIUM PROJECT)
0,2
a 0 SERIES 2001
o-a
w a Dated: November 1,2001 Due: November 1,as shown below
0
> 2The Series 2001 Bonds(the"Series 2001 Bonds")are issuable in fully registered form in the denominations of$5,000 and integral multiples
E 3 thereof. Interest is payable semiannually on May 1 and November 1 of each year,commencing May 1,2002,by check,draft or wire of the trustee on each
9 az interest payment date to the registered owner as of the applicable record date as shown on the books of registration of the Corporation (as hereinafter
defined)maintained by First National Bank of Omaha,as Trustee and Paying Agent. Principal of the Series 2001 Bonds is payable upon presentation and
osurrender of the Series 2001 Bonds at the principal corporate office of the Trustee in Omaha,Nebraska. The Series 2001 Bonds are subject to optional
a C redemption,mandatory sinking fund and extraordinary optional redemption prior to maturity,as more fully set forth herein.
C w.o
o F
a ❑ The Series 2001 Bonds initially will be registered in the name of Cede& Co., as nominee for The Depository Trust Company,New York,
8 a New York("DTC"),which will act as securities depository for the Series 2001 Bonds. Purchases of the Series 2001 Bonds may be made only in book-entry
.2. .2, form in authorized denominations by credit to participating broker-dealers and other institutions on the books of DTC as described herein. Purchasers will
5.o 5 not receive certificates evidencing the Series 2001 Bonds. Principal of,premium,if any,and interest on the Series 2001 Bonds will be payable by the Paying
o N Agent directly to DTC as the registered owner thereof. Disbursement of such payments to the DTC Participants is the responsibility of DTC, and
U o g, disbursement of such payments to the beneficial owners is the responsibility of the DTC Participants and the Indirect Participants,as more fully described
F =o herein. Any purchaser of a beneficial interest in the Series 2001 Bonds must maintain an account with a broker or dealer who is,or acts through,a DTC
y o Participant to receive payment of the principal of, premium, if any, and interest on such Series 2001 Bonds. See "THE SERIES 2001 BONDS-
2 Book-Entry Only System"herein.
a�
Ew 7.'n o'.r
5 a.= The Series 2001 Bonds are being issued to provide funds for the City of Omaha Stadium Facilities Corporation(the"Corporation")to pay all or a
a 1) y portion of the costs of acquiring,constructing,improving and equipping improvements to Rosenblatt Stadium in Omaha,Nebraska.
o a Q)
o .. MATURITY SCHEDULE
o lv
o g (On Reverse of Cover Page)
oc
E .o The Series 2001 Bonds are being issued pursuant to the provisions of an Indenture of Trust dated as of November 1, 1998, as amended and
B Y a supplemented by a First Supplemental Indenture of Trust dated as of November 1,2001,each by and between City of Omaha Stadium Facilities Corporation
`-' (the"Corporation")and the Trustee. THE SERIES 2001 BONDS ARE NOT A DEBT OF THE CITY OF OMAHA,NEBRASKA OR A PLEDGE OF ITS
o
.5 a FAITH AND CREDIT, BUT ARE PAYABLE SOLELY FROM THE CASH RENTALS TO BE PAID BY THE CITY OF OMAHA, NEBRASKA
N UNDER A LEASE-PURCHASE AGREEMENT DATED AS OF NOVEMBER 1, 1998, AS AMENDED BY A FIRST AMENDMENT TO LEASE-
6 PURCHASE AGREEMENT DATED AS OF NOVEMBER 1,2001,EACH BY AND BETWEEN THE CORPORATION AND THE CITY.
C T 2
N C d'
This cover page, including the reverse hereof contains information for convenient reference only. It is not a summary of this issue. Investors
a.� must read the entire Official Statement to obtain information essential and material to the making of an informed investment decision.
.5a. o
o a.o The Series 2001 Bonds are being offered when,as and if issued by the Corporation and accepted by the Underwriter,subject to the approval of
EEL
ro legality of the Series 2001 Bonds by Kutak Rock LLP, Bond Counsel, and to certain other conditions. Certain matters will be passed upon for the
°a ' Underwriter by its counsel,Kutak Rock LLP. It is expected that delivery of the Series 2001 Bonds will be made on or about November_,2001 at DTC
E 0 a against payment therefor.
C y U
o E 4' KIRKPATRICK PETTIS
0 ° Dated: November—,2001
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01-361723.01
MATURITY SCHEDULE
$ Serial Bonds
Maturity Date Principal Interest Price or
• (November 1) Amount Rate Yield
$ % Term Bonds due November 1, 20 —Price %
$ % Term Bonds due November 1, 20 —Price %
(Accrued Interest To Be Added)
01-361723.01
OFFICIAL STATEMENT
$17,600,000]
CITY OF OMAHA STADIUM FACILITIES CORPORATION
LEASE REVENUE BONDS
(ROSENBLATT STADIUM PROJECT)
SERIES 2001
INTRODUCTION
This Official Statement and the cover page (excluding prices) are furnished in connection
with the offering by City of Omaha Stadium Facilities Corporation, a nonprofit corporation
organized under the laws of the State of Nebraska(the "Corporation"), of$[7,600,000] aggregate
principal amount of its Lease Revenue Bonds (Rosenblatt Stadium Project), Series 2001 (the
"Series 2001 Bonds"), to be issued pursuant to the Indenture of Trust dated as of November 1,
1998, as amended and supplemented by a First Supplemental Indenture of Trust dated as of
November 1, 2001 (the "Indenture"), each by and between the Corporation and First National
Bank of Omaha, as trustee and paying agent (the"Trustee").
The proceeds of the Series 2001 Bonds will be provided to the Trustee for deposit in the
Acquisition Fund pursuant to the Indenture and used to finance all or a portion of the costs of
acquisition, construction, improving and equipping of improvements to Rosenblatt Stadium
located in southeastern Omaha, Nebraska (the "Project"), including reimbursing the City of
Omaha for certain of its prior expenditures for the Project.
The Series 2001 Bonds are Additional Bonds under the Indenture and will be ratably
secured on a parity with the Corporation's $4,440,000 Lease Revenue Bonds (Rosenblatt
Stadium Project) Series 1998A Bonds (the "Series 1998A Bonds") and its $3,940,000 Lease
Revenue Bonds (Rosenblatt Stadium Project) Series 1998B Bonds (the "Series 1998B Bonds,"
and together with the Series 1998A Bonds, the "Series 1998 Bonds," and collectively with the
Series 2001 Bonds, the "Bonds"), which were previously issued under the Indenture, by a pledge
of the cash rents payable by the City of Omaha, Nebraska (the "City") under the Lease-Purchase
Agreement dated as of.November 1, 1998, as amended by a First Amendment to Lease-Purchase
Agreement dated as of November 1, 2001 (as amended, the "Agreement"), each by and between
the Corporation and the City and assigned by the Corporation to the Trustee under the Indenture.
The Trustee will receive such cash rentals and act as Paying Agent for the Series 2001 Bonds.
THE CORPORATION
The Corporation was incorporated on October 8, 1998 under the Nebraska Nonprofit
Corporation Act, Sections 21-1901-21-19,177, R.R.S. Neb. 1997, as amended. The only
purpose for which the Corporation was organized is to assist the City with the acquisition,
01-361723.01
construction, improving and equipping of stadium facilities within the geographical boundaries
of the City of Omaha,Nebraska.
The Corporation has three directors, who serve without compensation. Their names and
principal occupations are as follows:
Name and Office Occupation
Gregory A. Peterson, President Assistant Planning Director for the City of Omaha
Joseph A. Mangiamelli, Vice President Assistant to the Mayor of the City of Omaha
, Secretary/Treasurer Public Events Manager for the City of Omaha
The three directors named above 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 PROJECT
The Corporation will use the proceeds of the Series 2001 Bonds to pay all or a portion of
the costs of acquiring, constructing, improving and equipping the Project, including reimbursing
the City for certain prior expenditures for the Project. The Project consists of improvements,
including , to Rosenblatt Stadium, the site of the annual College World Series and the
home of the Omaha Royals, a triple-A professional baseball club.
The Project site is owned by the City, which is leasing the Project site to the Corporation
under the Amended and Restated Site Lease Agreement dated as of November 1, 2001 (the
"Lease") by and between the City and the Corporation for a term ending on November 1, 2021,
at a rental of $10 per year, which was prepaid upon the delivery of the Bonds. See "THE
LEASE."
ESTIMATED SOURCES AND USES OF FUNDS
Following are the estimated sources and uses of the Bond proceeds:
Sources of Funds
Bond Proceeds $ [7,600,000].00
Interest from November 1 to date of closing
Total $
01-361723.01 2
Uses of Funds
Acquisition Fund Deposit $
Bond Fund Deposit
Underwriter's Discount and Costs of Issuance
Total $
SECURITY FOR THE SERIES 2001 BONDS
General
The Corporation and the City have entered into the Agreement whereby the Corporation
has leased the Project to the City for a period ending on November 1, 2021. 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.
The City's obligations under the Agreement are general obligations 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
obligations. The City's primary sources of General Fund revenues are:
(a) 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.
(b) A city sales and use tax of 1%2%.
As described under "SECURITY FOR THE SERIES 2001 BONDS—Changes to
State Property Tax System," the City's levy is limited, with certain exceptions, to $.45 per
$100 of actual taxable valuation effective July 1, 2001. The City's [2001] General Fund levy is
$. per $100 of actual taxable valuation. 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.
01-361723.01 3
The Bonds are payable from and secured solely by the cash rentals payable by the City.
The Corporation has no assets other than the Project, 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 the Project), in the acquisition, construction 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. . . this Agreement.
Changes to 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.
However, the State of Nebraska's system of assessing and taxing real and personal property has
continued to be the object of considerable controversy, legal challenges and legislative action.
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 City's 2001 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 property will remain substantially unchanged, given the possibility of further legislation
and litigation. Such changes could materially and adversely affect the amount of property tax
revenues the City and other local governments could collect in future years. The City does not
believe, however, that the Nebraska Legislature would leave the City without adequate taxing
resources to pay for its programs and meet its financial obligations, including the repayment of
its bonds, lease-purchase obligations and other obligations, but not necessarily including tax
allocation bonds, such as the Bonds. 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
01-361723.01 4
presumptions in favor of the constitutionality of statutes and upon the holdings of existing case
law.
There can be no assurance that Nebraska's system of assessing and taxing real and
personal property will remain substantially unchanged, given the possibility of additional
legislation, constitutional 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 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 Series 2001 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
The City anticipates that it will issue during 2001 approximately $[28.5] million of its
redevelopment bonds and approximately $[21] million of various purpose (general obligation)
refunding bonds.
Capital Expenditures—Downtown
In addition to its substantial annual citywide capital expenditures to reconstruct,
rehabilitate and expand the City's infrastructure and physical assets, the City has recently
undertaken many redevelopment projects in the 33-block downtown area in partnership with the
private sector and providing for$1 billion in new construction.
Of the many ongoing redevelopment projects involving major employers in downtown
Omaha and the City, two major projects deserve attention: the First National Bank of Omaha
and the Omaha World-Herald are engaged in separate but coordinated projects. To date, the
City has approved a redevelopment agreement pursuant to which it has agreed to use
lease-purchase and other available sources of financing to build two new parking garages serving
the First National Bank's existing and new facilities and to provide related street and sewer
improvements. Pursuant to the redevelopment agreement, the First National Bank has entered
into a long-term lease of a substantial portion of the parking stalls. The bank is completing
construction of its 40-story office tower and separate data center representing at least
$265 million in private construction. The City has issued approximately $18,200,000 of special
tax and lease-purchase bonds with respect to such parking facilities. The World-Herald's
$135 million dollar facility is also under construction.
The City is also committed to redeveloping its riverfront directly east of the Convention
Center/Arena redevelopment.
The City is, pursuant to a redevelopment plan approved by the City Council, developing
into a public recreational space and restaurant development the remediated site of the former
metals refining property [owned] by Asarco located on the west bank of the Missouri River
01-361723.01 5
immediately north of the downtown Heartland of America Park. Asarco has remediated the site
pursuant to an agreement with the State of Nebraska Department of Environmental Quality and
the redevelopment agreement between the.City and Asarco. In addition, the City's agreement
with Asarco includes a reconveyance provision and provides for the indemnification by Asarco
of the City for environmental claims arising from the Asarco property, for a $1.5 million
payment by Asarco to the City and for the acquisition by Asarco on behalf of the City of a
$10 million insurance policy against future environmental claims. The City plans to take title
and complete the redevelopment for an expected opening in 2002.
The City administration and the Gallup Corporation ("Gallup") are proposing a
140 million dollar joint redevelopment plan. The Gallup University Riverfront Redevelopment
Plan was submitted to the City Planning Board for its recommendation on December 6, 2000.
The plan envisions the acquisition, clearance, environmental remediation, site preparation and
complete redevelopment of an approximately 104-acre area located along the Missouri River
immediately north of downtown Omaha, adjacent to Asarco park development and the City's
new Convention Center/Arena redevelopment. The overall Redevelopment Plan consists of
three (3) distinct elements: the Corporate Campus and its expansion area, the Miller Landing
Park, and the Future Redevelopment Site. [To Be Updated]
The keystone of this entire redevelopment effort is the commitment of Gallup to relocate
and expand its corporate headquarters and management education facilities to this Omaha
riverfront site located at the eastern gateway to the State of Nebraska. Over time, in a Series of
phases, Gallup plans to develop a world class corporate campus on approximately 56 acres in the
central portion of the plan area. The campus will consist of a Series of interconnected buildings
including Gallup's corporate offices, Gallup University (The Management Education Complex),
an extended stay lodging facility, a printing and mailing facility, and a child development center.
Gallup anticipates that its total investment in the new campus facilities will exceed $80 million.
In addition to creating an open, well-landscaped campus environment along the
riverfront, the Gallup campus will also incorporate a portion of the Missouri Riverfront Trails
System, providing a critical link between Asarco park development on the south through the
Campus to the Miller Landing Park on the north. The Miller Landing Park consists of
approximately 40 acres, most of which currently is owned by Douglas County. It is located
immediately north of the proposed Gallup Campus and will be developed as a public recreation
and open space and a headquarters building for the National Park Service in concert with the
campus. The park will provide access to the river and incorporate a number of passive recreation
facilities including an extensive trail system and river overlooks.
The Future Redevelopment Site, consisting of approximately 13.5 acres, located south of
the Gallup Campus presents another riverfront development opportunity. This site could be an
ideal location for commercial and mid- to high-rise residential development. It will also be near
the terminus of a proposed $17 million pedestrian bridge across the Missouri River.
The City is also in negotiation with respect to the construction of an approximate
450-room convention headquarters hotel immediately adjacent to and connected to the
Convention Center/Arena in support of the operation of that project.
01-361723.01 6
[ADDRESS EFFECTS OF SEPTEMBER 11, 2001
EVENTS AND RELATED MILITARY ACTION]
THE SERIES 2001 BONDS
Description of the Series 2001 Bonds
The Series 2001 Bonds will be issued in the aggregate principal amount of$[7,600,000],
will be dated November 1, 2001, will be issued in fully registered form and will mature as set
forth on the cover page of this Official Statement. Interest is payable semiannually on May 1
and November 1 of each year commencing May 1, 2002.
Place of Payment
The principal of the Series 2001 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 (the "Trustee"), in Omaha, Nebraska. Interest on the Series 2001
Bonds will be paid by wire transfer of the Trustee to the registered owner of $1,000,000 in
aggregate principal amount of the Series 2001 Bonds upon written notice by the registered owner
given to the Trustee not later than the close of business on April 15 or October 15, as the case
may be, or by check or draft mailed to the person in whose name a Series 2001 Bond is
registered as of the April 15 or October 15, as the case may be, next preceding each interest
payment date.
Book-Entry Only System
The Depository Trust Company ("DTC"), New York, New York, will act as securities
depository for the Series 2001 Bonds. The Series 2001 Bonds will be initially issued as fully
registered securities registered in the name of Cede & Co. (DTC's partnership nominee). One
fully registered Series 2001 Bond certificate will be issued for each maturity of the Series 2001
Bonds and will be deposited with DTC.
DTC is a limited-purpose trust company organized under the New York Banking Law, a
"banking organization" within the meaning of the New York Banking Law, a member of the
Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform
Commercial Code and a "clearing agency" registered pursuant to the provisions of Section 17A
of the Securities Exchange Act of 1934. DTC holds securities that its participants ("Direct
Participants") deposit with DTC. DTC also facilitiates the settlement among Participants (as
defined hereinafter) of securities transactions, such as transfers and pledges, in deposited
securities through electronic computerized book-entry changes in Participants' accounts, thereby
eliminating the need for physical movement of securities certificates. Direct Participants include
securities brokers and dealers, banks, trust companies, clearing corporations and certain other
organizations. DTC is owned by a number of its Direct Participants and by the New York Stock
Exchange, Inc., the American Stock Exchange, Inc. and the National Association of Securities
Dealers, Inc. Access to the DTC system is also available to others such as securities brokers and
dealers, banks and trust companies that clear through or maintain a custodial relationship with a
Direct Participant either directly or indirectly ("Indirect Participants"). (Direct Participants and
Indirect Participants are referred to herein collectively as the "Participants.") The Rules
01-361723.01 7
applicable to DTC and its Participants are on file with the Securities and Exchange
Commmission.
Purchases of the Series 2001 Bonds under the DTC system must be made in authorized
denominations by or through Direct Participants, which will receive a credit for the Series 2001
Bonds on DTC's records. The ownership interest of each actual purchaser of each Series 2001
Bond (a `Beneficial Owner") is in turn to be recorded on the Direct Participants' and Indirect
Participants' records. Beneficial Owners will not receive written confirmation from DTC of
their purchase, but Beneficial Owners are expected to receive written confirmations providing
details of the transaction, as well as periodic statements of their holdings, from the Direct or
Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers
of beneficial ownership interests in the Series 2001 Bonds are to be accomplished by entries
made on the books of Participants acting on behalf of Beneficial Owners. For every transfer and
exchange of beneficial ownership interests in the Series 2001 Bonds, DTC and the Participants
may charge the Beneficial Owner a sum sufficient to pay any tax, fee or other governmental
charge that may be imposed in relation thereto. Beneficial Owners will not receive certificates
representating their ownershp interests in the Series 2001 Bonds, except in the event that use of
the book entry for the Series 2001 Bonds is discontinued.
SO LONG AS CEDE & CO., AS NOMINEE FOR DTC, IS THE REGISTERED
OWNER OF THE SERIES 2001 BONDS, THE CITY AND THE PAYING AGENT WILL
TREAT CEDE & CO. AS THE ONLY OWNER OF THE SERIES 2001 BONDS FOR ALL
PURPOSES UNDER THE ORDINANCE (AS HEREINAFTER DEFINED), INCLUDING
RECEIPT OF ALL PAYMENTS OF PRINCIPAL OF, PREMIUM, IF ANY, AND INTEREST
ON THE SERIES 2001 BONDS, RECEIPT OF NOTICES AND VOTING.
To facilitate subsequent transfers, the Series 2001 Bonds deposited by Participants with
DTC are registered in the name of DTC's partnership nominee, Cede & Co. The deposit of the
Series 2001 Bonds with DTC and their registration in the name of Cede & Co. effect no change
in beneficial ownership. DTC will have no knowledge of the actual Beneficial Owners of the
Series 2001 Bonds. DTC's records will reflect only the identity of the Direct Participants to
whose accounts such Series 2001 Bonds are credited, which may or_may not be the Beneficial
Owners. The Participants will remain responsible for keeping account of their holdings on
behalf of their customers.
Conveyance of notices and other communications by DTC to Direct Participants, by
Direct Participants to Indirect Participants and by Direct Participants and Indirect Participants to
Beneficial Owners, will be governed by arrangements among them, subject to any statutory or
regulatory requirements as may be in effect from time.to time.
Redemption notices will be sent to Cede & Co. If less than all of the Series 2001 Bonds
are being redeemed, DTC's practice is to determine by lot the amount of the interest of each
Direct Participant to be redeemed.
Neither DTC nor Cede & Co. will consent or vote with respect to the Series 2001 Bonds.
Under its usual procedures, DTC mails an Omnibus Proxy to the City, as issuer of the
Series 2001 Bonds, as soon as possible after the record date. The Omnibus Proxy assigns
01-361723.01 8
Cede & Co.'s consenting or voting rights to those Direct Participants to whose accounts the
Series 2001 Bonds are credited on the record date (identified in a listing attached to the Omnibus
Proxy).
Principal, premium, if any, and interest payments on the Series 2001 Bonds will be made
by the Paying Agent to 'DTC. DTC's practice is to credit Direct Participants' accounts on
payment dates in accordance with their respective holdings shown on DTC's records unless DTC
has reason to believe that it will not receive payment on a payment date. Payments by
Participants to Beneficial Owners will be governed by standing instructions and customary
practices, as is the case with securities held for the accounts of customers in bearer form or
registered in"street name," and will be the responsibility of such Participant and not of DTC, the
Trustee, the Corporation or any other party under the Indenture, subject to any statutory or
regulatory requirements as may be in effect from time to time. Payment of principal, premium,
if any, and interest to DTC is the responsibility of the Trustee, 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 securities depository with respect to the
Series 2001 Bonds at any time by giving reasonable notice to the Corporation and the Trustee.
Under such circumstances, in the event that a successor securities depository is not obtained,
Series 2001 Bond certificates are required to be delivered as described in the Indenture.
Upon (i) the written direction of the Corportion or (ii) the written consent of 100% of the
Bondholders, the Trustee shall withdraw the Series 2001 Bonds from DTC and authenticate and
deliver Series 2001 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 information in this section concerning DTC and DTC's book-entry system has been
obtained from DTC. The Corporation does not take any responsibility for its accuracy.
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 SERIES 2001 BONDS
(i) PAYMENTS OF PRINCIPAL OF, PREMIUM, IF ANY, AND INTEREST ON THE
SERIES 2001 BONDS, (ii) CERTIFICATES REPRESENTING ANOWNERSHIP INTEREST
OR OTHER CONFIRMATION OF BENEFICIAL OWNERSHIP INTERESTS IN THE
SERIES 2001 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.
01-361723.01 9 •
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 SERIES 2001
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 SERIES 2001
BONDS; OR (E) ANY CONSENT GIVEN OR OTHER ACTION TAKEN BY DTC OR ITS
NOMINEE, CEDE & CO., AS BONDHOLDER.
Optional Redemption
The Series 2001 Bonds maturing November 1, 20_ and thereafter are subject to
redemption at the option of the Corporation from any source, in whole at any time, or in part on
any interest payment date, in such order of maturities as determined by the Corporation (and by
lot or other random selection method within a maturity) on or after November 1, 20_, at the
following redemption prices (expressed as a percentage of the principal amount to be redeemed),
plus accrued interest to the date of redemption:
Redemption Period Redemption
(dates inclusive) Price
November 1, 20_to October 31, 20_ 102%
November 1, 20_to October 31, 20_ 101
November 1, 20_and thereafter 100
If to be redeemed in part as aforesaid, the 2001 Bonds shall be redeemed on a pro rata basis
within each such maturity.
Mandatory Sinking Fund Redemption
The Series 2001 Bonds maturing November 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.November 1, 20_, and on each November 1 thereafter in the years and principal
amounts set forth below:
Year Principal Amount
01-361723.01 10
•
The Series 2001 Bonds maturing November 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 November 1, 20_, and on each November 1 thereafter in the years and principal
amounts set forth below:
Year Principal Amount
To the extent that such Series 2001 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 Series 2001 Bonds of such maturity shall be reduced by the amount obtained by
multiplying the principal amount of such Series 2001 Bonds of such maturity so called for
redemption by the ratio which each annual sinking fund payment for the Series 2001 Bonds of
such maturity bears to the total sinking fund payments of such Series 2001 Bonds subject to
sinking fund redemption, and by rounding each sinking fund payment to the nearest $5,000
multiple.
In case a Series 2001 Bond subject to sinking fund redemption is of a denomination
larger than $5,000, a portion of such Series 2001 Bond ($5,000 or any multiple thereof) may be
redeemed, but Series 2001 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 Series 2001 Bonds subject to sinking fund
redemption, a principal amount of such Series 2001 Bonds equal to the aggregate principal
amount of such Series 2001 Bonds redeemable with the required sinking fund payment, and shall
call such Series 2001 Bonds or portions thereof ($5,000 or any integral multiple thereof) for
redemption from such sinking fund on the next November 1, and give notice of such call.
Extraordinary Optional Redemption
The Series 2001 Bonds are also 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 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 Series 2001
Bonds equal to the ratio of the dollar amount of such damage, destruction or condemnation
award to the principal amount of the Series 2001 Bonds then outstanding, plus accrued interest to
the redemption date, and such principal amount shall be divided pro rata between the
Series 1998A Bonds, Series 1998B Bonds and Series 2001 Bonds then outstanding.
01-361723.01 1 1
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 both the outstanding
Bonds and on 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 outstanding, including the refunding Bonds, and (ii)the average maturity of the 1998A
Bonds (or related refunding Bonds) does not exceed the average maturity of the 1998B Bonds
(or related refunding Bonds).
THE LEASE
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 parcel of ground and
improvements thereon where the Project will be constructed, in consideration of which the
Corporation agrees to pay the City rent in the amount of $10.00 per year, to and including
November 1, 2021, when the Lease expires by its terms.
Upon the expiration of the Lease, the Corporation will return the land, together with any
buildings or improvements thereupon, to the City.
The Lease is binding upon any successors or assigns of the City or the Corporation.
THE AGREEMENT
Following is a summary of certain provisions of the Agreement. Reference should be
made to the Agreement itself for a complete statement of its provisions.
Term. The term of the Agreement is for 23 years, beginning on November 1, 1998 and
ending on November 1, 2021.
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.
01-361723.01 12
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 rent, 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.
Insurance, Damage or Destruction. The City has agreed:
(a) 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;
(b) 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
(c) to deliver to the Trustee as named insured at or prior to the issuance of the
Bonds leasehold title insurance policies in an aggregate amount equal to the original
aggregate principal amount of the Bonds insuring that the City has a fee simple 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.
01-361723.01 13
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 or under any lease, contract
or other agreement between the City and a third party for the use or rental of the Project or any
part thereof or any public parking lot, street, alley, sidewalk, curb, passageway or space within or
adjacent thereto; (b) any use or condition of the Project or any part thereof or any public parking
lot, street, alley, sidewalk, curb, passageway or space within or 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 public parking lot, 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 mechanic's 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 stadium facility 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 stadium facilities. 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.
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, improving 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.
01-361723.01 14
THE INDENTURE
The following is a summary of certain provisions of the Indenture not summarized
elsewhere in this document. Reference should be made to the Indenture itself for 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, the State of Nebraska, the
City, Douglas County, Nebraska, a school district of the City, municipality owned and operated
public utility property and parts 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.
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
01-361723.01 15
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:
(a) 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;
(b) 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
(c) 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 with
respect to the Series 2001 Bonds or the Series 1998 Bonds (each, an "Issue" of Bonds), the
Trustee may, and upon the written request of the owners of 20% in principal amount of the
affected Issue of Bonds, shall, accelerate the principal of and the interest on the Bonds of such
Issue. 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
the affected Issue 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 of
such Issue subject to the right in all events of the owners of a majority in principal amount of the
affected Issue of Bonds outstanding to direct the Trustee's action.
UNDERWRITING
Under a Bond Purchase Agreement (the "Bond Purchase Agreement") entered into by the
Corporation and Kirkpatrick Pettis, as Underwriter (the "Underwriter"), the Series 2001 Bonds
are being purchased at a price of % with respect to principal, plus accrued interest
from November 1, 2001. The Bond Purchase Agreement provides that the Underwriter will
purchase all of the Series 2001 Bonds if any are purchased. The obligation of the Underwriter to
accept delivery of the Series 2001 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 Series 2001 Bonds or any proceedings in connection with the issuance thereof and
•
01-361723.01 16
1
the absence of material adverse changes in the financial or business condition of the Corporation
or the City.
The Underwriter intends to offer the Series 2001 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 Series 2001 Bonds to the public. The
Underwriter may offer and sell Series 2001 Bonds to certain dealers (including dealers
depositing Series 2001 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 Series 2001 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 C—FORM OF LETTER
AGREEMENT."
The City inadvertently did not timely file a portion of its annual financial information and
operating data for its fiscal year ended December 31, 1996 and, in accordance with its related
undertakings and the Rule, filed with the information repositories a material event notice to such
effect, together with the complete fiscal year 1996 financial information and operating data. The
City now 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 Series 2001 Bonds or in any way
contesting or affecting the validity of the Series 2001 Bonds, the related resolution of the
Corporation, the Agreement, the Indenture or the City's related ordinance, or contesting the
powers or authority of the Corporation to issue the Series 2001 Bonds or to adopt the related
resolution or of the City to execute and deliver the Agreement or pass its related ordinance.
01-361723.01 17
LEGAL MATTERS
Tax Exemption
In the opinion of Kutak Rock LLP, Bond Counsel, to be delivered at the time of original
issuance of the Series 2001 Bonds, under existing laws, 'regulations, rulings and judicial
decisions, interest on the Series 2001 Bonds is (a) 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 Series 2001
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
Indenture. Failure to comply with such covenants could cause interest on the Series 2001 Bonds
to be included in gross income retroactive to the date of issue of the Series 2001 Bonds.
The accrual or receipt of interest on the Series 2001 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, or individuals who itemize deductions, among others. 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 Series 2001 Bonds.
In Bond Counsel's further opinion, under the existing laws of the State of Nebraska, the
interest on the Series 2001 Bonds is exempt from Nebraska state income taxation so long as it is
exempt for purposes of the federal income tax.
From time to time, there are legislative proposals in Congress that, if enacted, could alter
or amend the federal tax matters referred to above or adversely affect the market value of the
Series 2001 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. Each purchaser
of the Series 2001 Bonds should consult his or her own tax advisor regarding any pending or
proposed federal tax legislation. Bond Counsel expresses no opinion regarding any pending or
proposed federal tax legislation.
01-361723.01 18
Legal Opinions
•
Legal matters incident to the authorization and issuance of the Series 2001 Bonds are
subject to the unqualified approving opinion of Kutak Rock LLP, Bond Counsel, a copy of
whose approving opinion will be delivered with the Series 2001 Bonds. See "APPENDIX D—
FORM OF OPINION OF BOND COUNSEL." Certain legal matters will be passed upon for
the Underwriter by its counsel, Kutak Rock LLP.
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 Series 2001 Bonds
the ratings of " " and " ," respectively. Such credit ratings of the Series 2001 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 nor the Underwriter has undertaken any
responsibility either to bring to the attention of the owners of the Series 2001 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 Series 2001 Bonds.
FINANCIAL STATEMENTS
The general purpose financial statements of the City as and for the year ended
December 31, 2000 included as Appendix A 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 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 delivery of this Official Statement have been duly authorized by the
Corporation as of the date shown on the cover hereof.
01-361723.01 19
CITY OF OMAHA STADIUM FACILITIES
CORPORATION
By/s/
President
01-361723.01 20
APPENDIX A
CITY OF OMAHA-GENERAL INFORMATION
01-361723.01
APPENDIX A
CITY OF OMAHA—GENERAL INFORMATION
Form of Government
Omaha operates with a Mayor-Council form of government. As a home-rule city, Omaha has all of the
powers available to a home-rule city under the Nebraska Constitution. The Mayor and Council, consisting of seven
members, are elected for four-year terms. The Mayor is elected in a city-wide election while the City Council
members are elected by district.
City Administration
The executive and administrative powers of the City are vested in the Mayor, who is popularly elected for
four years on a nonpartisan basis. The Honorable Mike Fahey, Omaha's Mayor, was elected on , 2001 to
a four-year term of office ending in June 2005. Prior to his , 2001 election to the mayoralty, Mayor
Fahey,a businessman in his private capacity, . [To Be Updated].
The head of the City's Finance Department is the Finance Director of the City;Stanley P. Timm, who was
appointed Acting Finance Director in January 2000 and Finance Director in ,200 . Mr.Timm has
been with City of Omaha Finance Department for 29 years, with the majority of such time spent in the Budget and '
Accounting Division. Mr.Timm holds a Bachelor of Science in Business Administration with a major in
Accounting from Creighton University in Omaha,Nebraska.
Location and General Background
Omaha, founded in 1854, is the largest city in the State of Nebraska. Omaha is the hub of a vast
transportation network leading to all parts of the nation and thus offers significant advantages to business and
industry competing in regional and national markets. This fact is substantiated by the growth of population,
employment and income during recent years.
Area and Population
The population of the five-county Omaha Metropolitan Statistical Area ("MSA"), comprising four
Nebraska counties and one Iowa county,numbered 716,998 as of April 1,2000. As of April 1,2000,the population
of the City of Omaha was 390,007.
Transportation
Eighteen jet passenger air carriers, two non jet carriers, five major cargo airlines and three regional cargo
airlines currently handle flights in and out of Eppley Airfield. In 2000, 3,814,440 passengers used Eppley Airfield,
located less than 15 minutes driving time from downtown Omaha.
Omaha is general headquarters for the Union Pacific Railroad. Five other mainline railroads and a terminal
railway combine to make Omaha an important rail center.
Two interstate highways (Interstate 80 and Interstate 29), five federal highways and seven state highways
provide fast all-weather routes within Nebraska and to and from the rest of the nation. In addition, Interstate 480
(downtown spur)and Interstate 680(circumferential route)provide quick access to all parts of the metropolitan area.
More than 85 motor common carriers haul freight to and from Omaha and all parts of the nation, making
Omaha a major midwestern trucking center. Greyhound Bus Lines furnishes Omaha with transcontinental passenger
service. Several smaller bus lines operate between Omaha and points in Iowa and Nebraska.
•
01-361723.01
Utility Services
Residential, commercial and industrial electric service rates in Omaha historically have been below the
national averages, according to reports of the Edison Electric Institute in its Statistical Yearbook of the Electrical
Utility Industry. In addition to low rates,the Omaha Public Power District, a Nebraska political subdivision, assures
its customers ample power with a net generating capability of 1,926,000 kW.
The Metropolitan Utilities District ("MUD"), a Nebraska political subdivision, distributes natural gas and
water in the Omaha area. Rates compare favorably with those prevailing in other metropolitan areas in the nation.
Omaha has a plentiful water supply (Missouri River and Platte River wells) and a water system designed to the
standards of the National Board of Fire Underwriter, with a current capacity of 218 million gallons a day. MUD's
supply of natural gas is purchased wholesale from Northern Natural Gas Company. This supply is supplemented
with peak-shaving storage facilities which can provide up to approximately 30% of peak demand. There have been
no interruptions of natural gas service to firm commercial and residential customers and no interruptions are
expected in the foreseeable future. MUD continues to add new natural gas customers.
Education
Omaha is an important educational center and is the location of Creighton University, the University of
Nebraska at Omaha and the University of Nebraska Medical Center. These institutions, together with three
additional colleges located in Omaha, offer educational programs at the graduate and undergraduate levels, in law,
and in the health professions:medicine,dentistry,nursing and pharmacy.
Public elementary and secondary education are provided by four local school districts: School District of
Omaha, Douglas County School District No. 66, School District of Millard, and School District of Ralston. The
School District of Omaha has the largest enrollment of pupils residing within the City. The City is also served by a
number of private and parochial schools at both the elementary and secondary levels.
Health Services
There are 13 hospitals within the City of Omaha, six of them classified as acute-care community hospitals.
Of the remaining seven hospitals, two are acute-care hospitals operated by governmental entities(one by the State of
Nebraska and one by Douglas County), four are specialized hospitals (pediatrics, maternity care, geriatrics and
psychiatry), and one is a major hospital of the Veterans Administration. There are more than 1,200 physicians and
more than 300 dentists in Omaha; their services are utilized both by Omaha residents and by persons within the
surrounding region.
Military
The United States Strategic Command ("StratCom") is headquartered at Offutt Air Force Base,just south
of Omaha. StratCom has been assigned planning and targeting responsibility for the nation's strategic nuclear
weapons.
Economy
From an economy founded on the livestock industry in the late nineteenth century, Omaha is a major grain
exchange market in the United States. Food processing is also an important part of the economy and is represented
by such companies as ConAgra,Inc.,Kellogg Company,Vlasic Foods and Omaha Steaks International.
Concurrently with the growth of the City's agribusiness industry, new and related industries began to
develop in the area. The City has an increasingly well-diversified economy, although it still remains agriculturally
oriented. The Omaha MSA contains mote than 860 manufacturing plants, including plants operated by AVAYA
Communications, Lozier Corporation and Valmont Industries, Inc. In the early 1980s, Omaha began developing as
a major participant in the reservation and direct-response center industry. Currently,there are 42 such firms located
within the City. In total they employ a labor force in excess of 20,000. Major employers in this group include First
01-361723.01 A-2
Data Resources, Hyatt Reservations, ITI Marketing Services Inc., Sitel Corp., Marriott Reservations and West
Telemarketing.
Omaha is the home of 21 insurance companies (with over 50 employees), including Mutual of Omaha, the
world's largest mutual health and accident company, and Woodmen of the World Life Insurance Society,the largest
fraternal life insurance company. Farm Credit Services of America is headquartered in Omaha. A branch Federal
Reserve Bank and 26 commercial banks(with over 50 employees)are located within the city limits of Omaha.
First Data Resources, Inc., Union Pacific Railroad,Berkshire Hathaway,ConAgra, Inc. and Peter Kiewit&
Sons maintain their headquarters in Omaha.
The 2000 estimated average unemployment rate for the Omaha MSA was 2.8%, compared with 4.0% for
the United States as a whole. The Omaha MSA unemployment rate in April 2000 was 2.6%, compared with a rate
of 3.7%for the United States as a whole.
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' 618,262 331,953
1991' 624,200 326,360
1992' 634,900 333,887
1993' 656,434 335,540
1994' 662,801 368,772
1995' 670,322 357,190
19963 696,400 385,988
19973 703,900 398,269
19983 693,900 404,014
19994 697,400 415,486
20005 701,030 418,223
'Source: United States Bureau of Census.
2Estimated annual averages based on labor force available,from Reports of Nebraska Department of Labor,Division
of Employment Research and Statistics.
3Estimate from Consumer Preference Survey published by the Omaha World-Herald.
4Omaha Chamber of Commerce estimate of January 1999.
5Metropolitan Planning Agency.
01-361723.01 A-3
Largest Employers-City of Omaha
Offutt Air Force Base* Department of Defense 11,151
Alegent Health Health Care 7,400
First Data Corp Credit Card Processors 7,000
Omaha Public Schools School System 6,705
Mutual of Omaha/United of Omaha Insurance 5,433
Nebraska Health System Hospital,Medical Services 5,250
Methodist Health System Health Care 5,000
Odyssey Staffing,Inc. Temporary Help Service 4,457
Staff Mid-America Temporary Help Service 4,000
West TeleServices Corporation Telemarketing Services 4,000
Union Pacific Railroad Railroad 3,851
Oriental Trading Co. Wholesale 3,500
AVAYA Communications Communications 3,500
*Located in Sarpy County(immediately south of Omaha)
Source:Omaha Chamber of Commerce
Omaha MSA Nonagricultural Wage and Salary Employment
Average for 2000 April 2001
%of %of
•
Number Total Number Total
Industry l
Manufacturing 40,414 9.52 39,347 9.32
Construction and Mining 22,070 5.20 21,064 4.99
TraUs ortation,Communications and
Utilities 32,226 7.59 32,098 7.60
Retail Trade 75,062 17.68 72,476 17.16
Wholesale Trade 27,061 6.38 25,545 6.05
Finance,Insurance and Real Estate 35,813 8.44 35,931 8.51
Services 140,633 33.14 142,067 33.64
Government 51,131 12.05 53,777 12.73
Total 424,410 100.00 422,305 100.00
Sources: Nebraska Department of Labor, Nebraska Department of Revenue, M.U.D., O.P.P.D., Omaha Airport Authority, Omaha World
Herald.,U.S.Department of Labor,City of Omaha and the cities of Council Bluffs,Blair,Elkhorn,Plattsmouth,Gretna,Springfield,
Bellevue,Papillion,LaVista and Sarpy,Douglas,Cass and Washington counties.
01-361723.01 A-4
1
Omaha MSA Effective Buying Income*
Year Total(000) Per Household
1950 $ 558,006 $ 4,978
1960 966,698 6,856
1970 1,956,095 11,734
1980 4,991,836 21,524
1990 9,527,248 31,166
1991 9,728,236 34,898
1992 10,572,879 • 35,980
1993 11,001,262 37,227
1994 11,567,201 38,596
1995 11,813,171 38,825
1996 12,672,246 39,389
1997 13,547,027 41,365
1998 14,172,379 44,053
1999 14,990,549 46,575
*Effective Buying Income: personal income (wages, salaries, interest, dividends, profits and property income) minus federal,
state and local taxes.
Source: Annual surveys of buying power,Sales and Marketing Management.
Retail Sales—Douglas County
Retail
Year Sales(000)
1980 $ 1,875,004
1990 3,481,232
1991 3,567,814
1992 3,717,333
1993 4,266,146
1994 4,739,758
1995 5,058,311
1996 5,248,178
1997 5,203,267
1998 5,558,533
1999 6,005,705
2000 7,464,680
Source: Sales and Marketing Management Annual Survey of Buying Power,August 2001.
Banking Activity
Year Bank Clearings Year Bank Clearings
1950 $ 6,833,253,983 1994 31,868,830,077
1960 9,796,472,675 1995 34,042,393,113
1970 16,751,962,240 1996 36,183,032,747
1980 31,915,078,877 1997 34,466,580,021
1990 38,383,435,837 1998 31,018,435,507
1991 38,119,116,503 1999 29,144,096,132
1992 40,931,943,464 2000 23,555,012,000
1993 34,940,684,074*
*Effective July 1, 1993,the Federal Reserve Bank changed its policy with respect to the amounts that are included in this total.
The effect of the change was a reduction in Bank Clearings reported rather than a reduction in activity.
Source: Federal Reserve Bank of Kansas City.
01-361723.01 A-5
Value of Building Permits—City of Omaha
Year Amount Year 'Amount
1950 $ 24,105,401 1993 $301,972,761
1960 46,927,523 1994 313,879,897
1970 61,626,242 1995 305,036,452
1980 136,736,312 1996 390,089,095
1990 318,473,517 1997 424,300,411
1991 286,025,269 1998 500,990,660
1992 284,328,785 1999 544,871,316
2000
Source: Department of Permits and Inspections,City of Omaha.
•
01-361723.01 A-6
•
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
01-361723.01
APPENDIX B
CITY OF OMAHA—FINANCIAL INFORMATION
PART ONE
SELECTED CITY OF OMAHA FINANCIAL INFORMATION
CITY OF OMAHA GENERAL FUND STATEMENT OF REVENUE,
EXPENDITURES AND CHANGES IN FUND BALANCE
Five Years Ended December 31,2000
1996 1997 1998 1999 2000
Revenue: $49,045,482 $50,702,661
Propertytaxes 72,648,827 78,813,502
City sales and use tax 18,456,299 20,313,275
Business taxes 5,227,089 5,592,435
Licenses and permits 10,164,635 9,979,873
Intergovernmental revenue 9,273,745 9,800,334
Charges for services 3,752,472 3,885,504
Investment income 330,147 298,470
Rents and royalties 595,274 667,095
Miscellaneous
Total revenue $169,493,970 $180,053,148
Expenditures:
General government 20,962,752 $20,943,378
Parks,recreation&public property 13,217,900 15,553,994
Public safety 76,521,840 98,758,384
Public works 15,343,372 15,898,778
Public library 4,943,115 5,899,767
Retiree benefits 30,009,047 7,631,271
Lease-purchase agreements 2,786,050 2,847,592
Other 4,495,625 6,465,195
Total expenditures $168,279,701 $173,998,359
Excess(deficiency)of revenues 1,214,269 6,054,789
over expenditures
Other sources(uses)of
financial resources: 1,663,963 1,674,990
Initial credit (2,884,237) (3,648,578)
Operating transfers(net)
Net other sources(uses) 1,696,043 (209,597)
of financial resources
Excess(deficiency)of revenues
over expenditures and other
sources(uses)of 1,690,038 3,871,604
financial resources'
Fund balance,beginning of year 3,338,953 3,365,028
Less—initial credit (1,663,963) (1,674,990)
Fund balance,end of year $ 3,365.028 $ 5.561.642 $ $ $
*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.
Source: Records of the Finance Department,City of Omaha.
01-361723.01
CITY OF OMAHA GENERAL DEBT SERVICE FUND
STATEMENT OF REVENUE,EXPENDITURES
AND CHANGES IN FUND BALANCE
Five Years Ended December 31,2000
•
1996 1997 1998 1998 2000
Revenue:
Taxes $23,194,346 $22,708,903 •
Receipts in lieu of taxes 70,351 71,721
Interest income 209,533 220,953
Total revenue 23,474,230 23,001,577
Contributions from annexed areas-net 3,174,900 3,580,168
Total revenue and contributions 26,649,130 26,581,745
Expenditures:
Outside services:
Professional fees&liabilities 486,660 407,167
Collection fees 235,274 203,893
Total outside services 721,934 611,060
General obligation bonds:
Interest expense 7,935,990 8,716,473
Bonds retired 17,685,000 30,485,000
Total general obligation bonds 25,620,990 39,201,473
Total expenditures 26,342,924 39,812,533
Excess of revenues and 306,206 (13,230,788)
contributions over(under)
expenditures
Other financing sources(uses):
Refunding Bonds 3,255,000 24,050,000
Excess of revenues and
contributions over(under)
expenditures and other financing 3,561,206 10,819,212
sourc
)
Fund balance at beginning of year • 16,177,138 19,738,344
Fund balance at end of year $19.738.344 $30.557.556 $ $ $
Source: Records of Finance Department,City of Omaha.
01-361723.01
B-2 •
1
Property Valuations and Debt Ratios
as of December 31
1996 1997 1998 1999 2000
Actual Valuation' $11,779,497,68 $12,867,909,73
2 6
Net Direct General
Obligation Bonded 144,202,045 156,002,444
Debt
%of Net Direct General
Obligation Bonded
Debt to Actual
Valuation 1.22% 1.21%
'Source: Records of Accounting Department,Office of the Douglas County Clerk. •
2Amounts shown above as Direct General Obligation Bonded Debt are net of the fund balance in the Debt Service Fund. See"CITY OF OMAHA GENERAL
DEBT SERVICE FUND STATEMENT OF REVENUES,EXPENDITURES AND CHANGES IN FUND BALANCE."
Population,Net General Bonded Debt and Per Capita Debt
Per Capita
Net Direct
Net Direct
General Obligation General Obligation
Year Population I Bonded Debt 2'
Bonded Debt
19.50 251,117 • $ 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
1991 338,300 123,242,603 364.30
1992 342,600 125,857,549 367.36
1993 342,885 127,586,461 372.10
1994 346,338 128,491,733 371.00
1995 349,007 137,232,862 393.21
•
1996 354,263 144,202,045 407.05
1997 357,777 156,002,444 436.03
1998
1999
2000
•
'Source: United States Census.
2Records of the Finance Department,City of Omaha.
3In 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 53,000 people and
22 square miles as a result of annexations since 1980.
01-361723.01 B-3
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[September 1, 1999],applicable to the taxable property within the City of Omaha:
%Applicable to $Amount
Bonds Outstanding City of Omaha Applicable
Douglas County' $19,590,000 81.11 $15,889,449
Omaha-Douglas Public Building Commission2 6,475,000 81.11 5,251,875
School District of Omaha' 52,145,000 90.31 47,092,149
School District of Ralston' 10,430,000 73.91 7,708,813
School District of Millard' 132,145,000 74.47 98,408,381
School District of Elkhorn' 24,250,000 .04 97,000
School District No.66 of Douglas County'Net
Overlapping Bonded Debt 27,330,000 100.00 27,330,000
$202,650,667
'Douglas County,under various lease purchase agreements,is obligated to provide for annual rental payments. From 2000 to 2005 the highest annual
payment is approximately$2,465,401(in the 2001/2002 fiscal year),the lowest annual payment is approximately$414,315(in the 2004/2005 fiscal year),
and the average annual payment is approximately$1,867,842.
2Payable.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 1998 were$890,728. The Act authorizing issuance of bonds by the Omaha-Douglas Public Building
Commission(the"Commission")permits the Commission to levy a tax of$.017 per$100 of actual valuation on all the taxable property in Douglas
County;the levy for 1998-99 is$0.0122 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"in this Appendix B,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.
3Tax 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.
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 Special Revenue Funds. From 2000
to 2018,the highest annual payment is $7,198,621 (in 2001),the lowest is $1,800,773 (in 2018), and the average annual
payment is $3,567,869, not including payments relating to the Agreement and the Bonds offered by this Official
Statement. 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.
•
01-361723.01 B-4
City of Omaha and Local Authorities and Districts
Revenue and Special Obligation Bonds Outstanding'
as of December 31,2000
City of Omaha:
Sanitary Sewerage System Revenue Bonds $11,910,000
Tax Increment Bonds and Notes 43,213,077
Special Tax Revenue Bonds2 17,135,000
Dodge Park Marina Revenue Bonds 1,195,000
Omaha Public Power District 766,189,000
Metropolitan Utilities District of the City of Omaha -0-
Airport Authority of the City of Omaha 58,900,000
Omaha Housing Authority 9,687,140
'Revenue bond indebtedness is not general obligation debt of the City. Principal and interest are paid solely from revenues arising from
operations of the respective City facilities or of the Authority or District issuing such revenue bonds. No taxes are levied for payment of either
principal or interest. Nor are the Tax Increment Bonds and Notes and Special Tax Revenue Bonds referred to above general obligations of the
City. Principal and interest are paid(1)either from that portion of the ad valorem tax on real property in a redevelopment project which is in
excess of that portion of the ad valorem tax upon real property in such redevelopment project produced by the levy at the rate fixed each year by
or for each public body levying a tax in such redevelopment project on the valuation for assessment of the taxable real property as last certified
for the year prior to the providing for division of such taxes pursuant to the redevelopment plan or (2)from special tax revenues collected
pursuant to redevelopment laws.
AUTHORITY TO LEVY TAXES
Under the City Charter, the tax levy of the City in any year for all purposes shall not exceed the total of
(i)$.6125 per $100 of actual taxable value plus (ii)whatever tax levy is necessary to provide for principal and interest
payments on the indebtedness of the City,for the administrative expenses incurred in issuing and maintaining bonds,and
for the satisfaction of judgments and litigation expenses in connection therewith,plus(iii)whatever amount is required to
finance certain overtime and holiday pay for members of the police force. In addition, the Omaha-Douglas Public
Building Commission Act pursuant to which the Commission issues bonds empowers the City to levy a tax on all the
taxable property in the City, except intangible property, of$.017 per $100 of actual valuation in excess of the Charter
limitation if and to the extent necessary to make the City's payments to the Commission.
Effective July 1, 2001, the tax levy of the City(exclusive of levies for preexisting lease-purchase contracts and
bonded indebtedness approved according to law and secured by a levy on property) will be limited by state law to
450/$100 of taxable valuation. See"SECURITY FOR THE SERIES 2001 BONDS—Changes to State Property Tax
System"in the Official Statement.
The City's tax levy during its current fiscal year ending December 31,2001 is shown in the following table. No
separate levy above the Charter limitation was made for payments to the Omaha-Douglas Public Building Commission. A
levy of the additional $.017 authorized by the Omaha-Douglas Public Building Commission Act would have meant an
additional levy of$2,139,261. Set forth in the following table is a detailed summary of the property tax levied on real and
personal property in the City.
Total Property Tax Levies in the City of Omaha
(Levied on Real and Tangible Personal Property)
1998 1999 2000 2001 2001
(amount per$100 of actual valuation)
City of Omaha
General Fund $.3233 $.3098
Debt Service Fund .1992 .1976
Judgment Fund .0109 .0149
Riverfront Redevelopment Fund .0143 .01.01
Total for City of Omaha $.5477 $.5324
01-361723.01 B-5
1996-97 1997-98 1998-99 1999-00 2000-01 2001-02
(amount per$100 of actual valuation)
Other Taxing Units
M.U.D.-Water Hydrants $.0099 $.0095 $.0089
Douglas County .2670 .2476 .2476
Library-(Unincorporated .0432 .0438 .0435
Areas Only)
School District of Omaha' 1.5258 1.3937 1.2052
School District No.66 of 1.5360 1.4562 1.3523
Douglas County'
School District of Ralston' 1.7310 1.5518 1.2634
School District of Millard' 1.5225 1.4995 1.3950
School District of Elkhom' N/A 1.0732 1.3890
State Educational Service .03342 .03182 .0150
Units
Omaha-Douglas Public .0131 .0131 .0122
Building Commission
Papio Missouri River 0325 .0326 .0326
Natural Resources District
Metropolitan Technical 0775 .0771 .0740
Community College
Omaha Transit Authority .0548 .0503 .0435
'Residents in Omaha reside in one of the above five school districts and pay taxes only to that school district.
2Residents residing in school districts other than the School District of Omaha pay$.0160 or$.0134.
•
•
01-361723.01 B-6
Major Taxpayers'
The following are firms located within the City of Omaha with the greatest[2000]real estate valuations.
Value of
Taxpayer Real Property
United Benefit Life Insurance $78,651,200
• Westroads Mall LLC 67,790,400
Creighton St.Joseph Regional 57,049,700
Oak View Mall Corporation 53,261,000 •
Simon Property Group 50,665,900
NPX Partners 29,076,000
Lucent Technologies Inc. 28,750,000
Bristol Omaha Hotel Company 26,945,800
Woodmen of the World Life Insurance Society 26,300,000
First Data Resources Inc. 24,101,000
Crescent Real Estate Equities 23,700,000
Regency Associates 22,890,300
Douglas County IDA 21,944,200
Nebraska Furniture Mart 19,634,800
Guarantee Mutual Life 19,495,400
Kellogg USA Inc. 19,333,900
POM Inc. 19,266,100
Vanderbilt Ltd. 18,838,500
SFI Ltd.Partnership 13 18,099,500
In 1986, valuations for Northwestern Bell Telephone Co. (predecessor in interest to US WEST) and Union Pacific Corp. were $52,368,000 and
$14,212,600,respectively. Since 1987,valuations for these taxpayers have been determined on a statewide basis and taxes are collected by the Nebraska
Department of Revenue. The centrally collected taxes are distributed to local taxing units in proportion to property valuations therein.
Source: Records of the Tax Control Supervisor,Office of the Douglas County Clerk.
•
01-361723.01 B-7
•
PROPERTY TAX COLLECTIONS
Property taxes on tangible property,real and personal,are levied by the City of Omaha,collected by the Douglas
County Treasurer and remitted to the City. Real property taxes are levied September 1 of each year and become due
December 31. The first half of tax payable becomes delinquent the following April 1 and the second half August 1.
Personal property taxes are levied September 1 of each year and become due November 1. The first half of tax payable
becomes delinquent December 15 and the second half the following July 1.
Taxes for Year Shown
Prior Years'
Year Ended Amount % Taxes Total
December 31 Certified Collected Collected Collected Collections
1993 $64,001,413 $62,062,689 97.0% $3,209,644 $65,272,333
1994 65,753,953 64,153,434 97.6 2,996,534 67,149,968
1995 68,020,335 66,426,577 97.7 2,421,640 68,848,217
1996 71,998,646 - 70,393,644 97.8 2,493,088 72,886,732
1997 73,785,881 72,234,650 97.9 2,404,922 74,639,572
1998 68,915,674 67,373,636 97.8 1,604,868 68,978,504
1999 72,024,257 70,529,609 97.9 1,651,123 72,180,732
2000
Source: Records of Finance Department,City of Omaha.
DEBT MANAGEMENT
General
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, as of December 31,
1999,based upon 1999 valuation,reflects the following:
Maximum debt limit(3.5%of total assessed valuation) $473,487,789
General obligation bonds outstanding $258,106,472
Less balance in General Obligation Debt 49,628,300 208,478,172 •
Service Fund December 31, 1999
General obligation debt margin $265,009,617
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.
01-361723.01 B-8
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;
(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. The 1998 year end transfer ordinance credited $250,000 to the Cash Reserve
Fund,plus interest earnings of$208,994 increasing the balance as of December 31, 1998 to$3,656,394.
•
•
0 1-3 6 1 723.01 B-9
EXHIBIT E
APPENDIX C
FORM OF LETTER AGREEMENT
•
November , 2001
First National Bank of Omaha,
as Trustee
16th and Dodge Streets
Omaha,NE 68102
$[7,600,000]
City of Omaha Stadium Facilities Corporation
Lease Revenue Bonds
(Rosenblatt Stadium Project)
Series 2001
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 (the "Trustee") under that certain
Indenture of Trust dated as of November 1, 1998, as amended and supplemented by that certain
First Supplemental Indenture of Trust dated as of November 1, 2001 (collectively, the
"Indenture"), for the benefit of the holders and beneficial owners of the $[7,600,000] City of
Omaha Stadium Facilities Corporation Lease Revenue Bonds (Rosenblatt Stadium Project),
Series 2001 (the "Series 2001 Bonds") and 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 Kirkpatrick Pettis (the "Underwriter"), as 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 B of
the final Official Statement with respect to the Series 2001 Bonds. 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.
01-361723.01
"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;
(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
Telephone: 609/279-3225
FAX: 609/279-5962
E-mail: Munis@Bloomberg.com
•
01-361723.01 C-2
DPC Data Inc.
One Executive Drive
Fort Lee,NJ 07024
E-mail: nrmsir@dpcdata.com
Telephone: 201/346-0701
FAX: 201/947-0107
Standard & Poor's JJ Kenny Repository
55 Water Street
45th Floor
New York,NY 10041
Telephone: . 212/438-4595
FAX: 212/438-3975
E-mail: nrmsir_repository@sandp.com
FT Interactive Data
Attention: NRMSIR
100 Williams Street
New York, NY 10038
Telephone: 212/771-6999
FAX: 212/771-7390 (Secondary Market Information)
212/771-7391 (Primary Market Information)
E-mail: NRMSIR@FTID.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 Series 2001 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 Series 2001 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
01-361723.01 C-3
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 Series 2001
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 Series 2001 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 Series 2001 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 its 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 Series 2001 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
Series 2001 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.
(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 Series 2001 Bonds no longer are Outstanding. This Letter Agreement, or
01-361723.01 C-4
. I
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 Series 2001 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 the 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 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
Series 2001 Bonds, as determined by nationally recognized bond counsel, or by
approving vote of holders of the Series 2001 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 Lease Purchase
Agreement, 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
01-361723.01 C-5
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 City of Omaha Stadium Facilities Corporation and the holders from time to
time of the Series 2001 Bonds and shall create no rights in any other person or entity.
(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
•
APPROV S TO F
.Assis4ant City Attorney
Acknowledged and Accepted as of
the date first above written:
FIRST NATIONAL BANK OF OMAHA,
as Trustee
By
Authorized Signatory
01-361723.01 C-6
APPENDIX D
FORM OF OPINION OF BOND COUNSEL
November , 2001
City of Omaha Stadium Facilities Corporation
City of Omaha Planning Department
Suite 1100, 1819 Farnam Street
Omaha,NE 68183
$[7,600,000]
City of Omaha Stadium Facilities Corporation
Lease Revenue Bonds
(Rosenblatt Stadium Project)
Series 2001
Ladies and Gentlemen:
We have acted as Bond Counsel in connection with the issuance and sale by City of
Omaha Stadium Facilities Corporation, a nonprofit corporation organized under the laws of the
State of Nebraska (the "Corporation"), of its $[7,600,000] aggregate principal amount of Lease
Revenue Bonds (Rosenblatt Stadium Project), Series 2001 (the "2001 Bonds"), on behalf of the
City of Omaha, Nebraska (the "City"). The Bonds are issued as fully registered bonds without
coupons, are dated November 1, 2001, bear interest semiannually on May 1 and November 1 of
each year, commencing May 1, 2000 at the rates per annum set forth below and mature on
November 1 of the years and in the principal amounts set forth below:
Year Principal Amount Interest Rate
The Series 2001 Bonds maturing on November 1, 20_ and thereafter are subject to
redemption at the option of the Corporation in whole at any time or in part on any interest
payment date on or after November 1, 20_and to extraordinary mandatory redemption in whole
at any time. The Series 2001 Bonds maturing on November 1, 20 and on November 1, 20_
are subject to mandatory sinking fund redemption on November 1, 20_ and on November 1,
01-361723.01
M M.
20_, respectively, and on each November 1 after November 1, 20_ or November 1, 20 , as
the case may be, until their respective maturities.
The Series 2001 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 Board of Directors of the Corporation that authorized the issuance
of the Bonds and the execution and delivery of the First Amendment to Lease-Purchase
Agreement dated as of November 1, 2001, amending that certain Lease-Purchase Agreement
dated as of November 1, 1998 (as amended, the "Agreement"), each by and between the
Corporation and the City, the First Supplemental Indenture of Trust dated as of November 1,
2001, amending and supplementing the Indenture of Trust dated as of November 1, 1998 (as
supplemented, the "Indenture"), each by and between the Corporation and First National Bank of
Omaha, as trustee (the "Trustee"), the Amended and Restated Site Lease Agreement dated as of
November 1, 2001 (the "Lease") between the Corporation and the City and the Bond Purchase
Agreement dated November_, 2001 between the Corporation and Kirkpatrick Pettis (the
"Underwriter"); and (ii) the provisions of Ordinance No. (the "Ordinance")passed by the
City Council of the City on October [30], 2001, which Ordinance authorized the execution and
delivery of the Agreement, the Lease and the Letter Agreement dated November 1, 2001
between the City and the Trustee and approved the Indenture and the terms of and the issuance
of the Series 2001 Bonds. The Series 2001 Bonds have been issued to provide the funds for all
or a portion of the cost of acquiring, constructing, improving and equipping improvements to
Rosenblatt Stadium in Omaha, Nebraska (the "Project"), including reimbursing the City for
certain prior expenditures for the Project. The Project site 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 restrictions
of the Internal Revenue Code of 1986, as amended, and the Regulations thereunder (the "Code")
to preserve the exclusion of interest on the 2001 Bonds from gross income for the purposes of
federal income taxation. Noncompliance by the Corporation with such restrictions may cause
the interest on the 2001 Bonds to be subject to federal income taxation retroactive to their date of
issue.
In connection with the issuance of the Series 2001 Bonds, we have examined the
following:
(a) the Articles of Incorporation and Bylaws of the Corporation;
(b) the Resolution;
(c) the Ordinance;
(d) executed counterparts of the Agreement;
(e) executed counterparts of the Indenture;
(f) executed counterparts of the Lease;
0 1-3 61 723.01 D-2
executed counterparts of the Letter Agreement;
(g) IP
(h) the form of Bond No. R-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 Series 2001 Bonds,we are of the opinion that:
(1) The Corporation is a nonprofit corporation validly created and existing in
the State of Nebraska.
(2) The Corporation has the power to issue the Series 2001 Bonds for the
purpose and in the manner and to apply the proceeds of the sale of the Series 2001 Bonds
as set forth in the Indenture.
(3) Each of the Agreement and the First Amendment to Lease-Purchase
Agreement have been duly authorized, executed and delivered by the Corporation and,
assuming due authorization, execution and delivery by the City, represent valid and
binding agreements of the Corporation and the City, enforceable in accordance with their
terms.
(4) Each of the Indenture and the First Supplemental Indenture of Trust have
been duly authorized, executed and delivered by the Corporation and, assuming due
authorization, execution and delivery by the Trustee, represent valid and binding
agreements of the Corporation and the Trustee, enforceable in accordance with their
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 Series 2001 Bonds are in proper. form and have been executed by
proper officers of the Corporation. The Series 2001 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.
01-361723.01 D-3
•
•
(8) The Agreement represents unconditional obligations 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.
(10) Assuming compliance by the Corporation with the covenant referred to in
the fourth paragraph of this letter, interest on the 2001 Bonds is excluded from gross
income for the purposes of federal income taxation and is not an item of tax preference
for purposes of the federal alternative minimum tax imposed on individuals and
corporations. However, for certain corporations, interest on the 2001 Bonds is 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 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 over its
alternative minimum taxable income (determined without regard to this adjustment and
prior to reduction for certain net operating losses).
Although the interest on the 2001 Bonds is excluded from gross income for federal
income tax purposes, the accrual or receipt of interest on the 2001 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 particular tax status or other items of income or deduction. We
express no opinion regarding any such consequences. Purchasers of the 2001 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, certain recipients of Social Security or Railroad Retirement benefits or
individuals who itemize deductions are advised to consult their tax advisors as to the tax
consequences of purchasing or holding the 2001 Bonds.
Interest on the 2001 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,
01-361723.01 D-4
' T \
t x
No dealer, broker, salesperson or other person has been authorized by the City, the
Corporation 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 THE LEASE 12
THE CORPORATION 1 THE AGREEMENT 12
THE PROJECT 2 THE INDENTURE 15
ESTIMATED SOURCES AND USES OF UNDERWRITING 16
FUNDS 2 CONTINUING DISCLOSURE 17
SECURITY FOR THE SERIES 2001 BONDS 3 LITIGATION 17
General 3 LEGAL MATTERS 18
Changes to State Property Tax Tax Exemption - 18
System 4 Legal Opinions 19
Prospective Financial Commitments RATINGS 19
by the City 5 FINANCIAL STATEMENTS 19
Capital Expenditures—Downtown 5 MISCELLANEOUS 19
THE SERIES 2001 BONDS 7
Description of the Series 2001 Bonds 7 APPENDIX A—City of Omaha—General Information
Place of Payment 7 APPENDIX B—City of Omaha Financial Information
Book-Entry Only System 7 Part One—Selected City of Omaha Financial
Optional Redemption 10 Information
Mandatory Sinking Fund •
Part Two—Independent Auditors'Report and
Redemption 10 General Purpose Financial Statements
Extraordinary Optional Redemption 11 APPENDIX C—Form of Letter Agreement
Additional Bonds 12 APPENDIX D—Form of Opinion of Bond Counsel
Refunding Bonds 12
IN CONNECTION WITH THEIR 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.
01-361723.01 •
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