$9,550,000 UNIVERSITY PLACE TRANSPORTATION DEVELOPMENT DISTRICT (ST

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1 NEW ISSUE NOT RATED Book Entry Only In the opinion of Armstrong Teasdale LLP, Bond Counsel, under existing law and assuming continued compliance with certain requirements of the Internal Revenue Code of 1986, as amended, the interest on the Series 2009 Bonds (including any original issue discount properly allocable to an owner thereof) is excluded from gross income for federal and Missouri income tax purposes, and is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations. The Series 2009 Bonds have been designated as qualified tax exempt obligations within the meaning of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended. See TAX MATTERS herein. $9,550,000 UNIVERSITY PLACE TRANSPORTATION DEVELOPMENT DISTRICT (ST. LOUIS COUNTY, MISSOURI) SUBORDINATE TRANSPORTATION SALES TAX AND SPECIAL ASSESSMENT REVENUE BONDS SERIES 2009 Dated: Date of Delivery Due: As shown on the inside cover The Series 2009 Bonds are issuable only as fully registered bonds, without coupons, and, when issued, will be registered in the name of Cede & Co., as registered owner and nominee for The Depository Trust Company ( DTC ), New York, New York. DTC will act as securities depository for the Series 2009 Bonds. Purchases of the Series 2009 Bonds will be made in book entry form, in the denomination of $5,000 or any integral multiple thereof. Purchasers will not receive certificates representing their interests in Series 2009 Bonds purchased. So long as Cede & Co. is the registered owner of the Series 2009 Bonds, as nominee of DTC, references herein to the Bondowners or registered owners shall mean Cede & Co., as aforesaid, and shall not mean the Beneficial Owners (herein defined) of the Series 2009 Bonds. Principal of and semiannual interest on the Series 2009 Bonds will be paid from moneys available therefor under the Indenture (herein defined) by UMB Bank, N.A., Kansas City, Missouri, as Trustee (the Trustee ). So long as DTC or its nominee, Cede & Co., is the Bondowner, such payments will be made directly to such Bondowner. DTC is expected, in turn, to remit such principal and interest to the DTC Participants (herein defined) for subsequent disbursement to the Beneficial Owners. Interest on the Series 2009 Bonds will be payable semiannually on each April 1 and October 1, beginning October 1, The Series 2009 Bonds are being issued by the University Place Transportation Development District (the District ), pursuant to a First Amended and Restated Trust Indenture dated as of March 1, 2009, by and between the District and the Trustee (the Indenture ). The Series 2009 Bonds are limited obligations of the District, payable solely from Bond proceeds, Pledged Revenues (as described herein) and certain funds held by the Trustee under the Indenture. The Series 2009 Bonds are subordinate to the District s $13,415,000 original principal amount Transportation Sales Tax and Special Assessment Revenue Bonds, Series See SOURCES OF PAYMENT AND SECURITY FOR THE BONDS herein. The Series 2009 Bonds and the interest thereon shall not constitute debts or liabilities of the District, the City of Normandy, Missouri, the City of Cool Valley, Missouri, the Village of Bellerive Acres, Missouri, St. Louis County, Missouri, The Curators of the University of Missouri, the Missouri Highways and Transportation Commission, Bi State Development Agency of The Missouri Illinois Metropolitan District, the State or Missouri or any political subdivision thereof, and do not constitute an indebtedness within the meaning of any constitutional, charter or statutory debt limitation or restriction. The Series 2009 Bonds involve a high degree of risk, and prospective purchasers should read the section herein captioned BONDOWNERS RISKS. The Series 2009 Bonds may not be suitable investments for all persons, and prospective purchasers should carefully evaluate the risks and merits of an investment in the Series 2009 Bonds, should confer with their own legal and financial advisors and should be able to bear the risk of loss of their investment in the Series 2009 Bonds before considering a purchase of the Series 2009 Bonds. The Series 2009 Bonds are subject to redemption prior to maturity in certain circumstances, as described herein. See THE SERIES 2009 BONDS Redemption Provisions and PROJECTED AVERAGE LIFE OF THE SERIES 2009 BONDS herein. The Series 2009 Bonds are offered when, as and if issued by the District, subject to the approval of legality by Armstrong Teasdale LLP, St. Louis, Missouri, Bond Counsel. Certain legal matters will be passed upon for the District by Armstrong Teasdale LLP, St. Louis, Missouri. Certain legal matters will be passed upon for the Developer by Armstrong Teasdale LLP, St. Louis, Missouri, and Stone Leyton & Gershman, A Professional Corporation, Clayton, Missouri. Certain legal matters will be passed upon for the Underwriter by Gilmore & Bell, P.C., St. Louis, Missouri. It is expected that the Series 2009 Bonds will be available for delivery on or about March 9, The date of this Official Statement is February 23, 2009.

2 $9,550,000 UNIVERSITY PLACE TRANSPORTATION DEVELOPMENT DISTRICT (ST. LOUIS COUNTY, MISSOURI) SUBORDINATE TRANSPORTATION SALES TAX AND SPECIAL ASSESSMENT REVENUE BONDS SERIES 2009 TERM BONDS Maturity April 1 Principal Amount Interest Rate Price CUSIP No $5,400, % 99.00% 91480R BA ,150, R BB3

3 No dealer, broker, salesman or other person has been authorized by the District to give any information or to make any representations with respect to the Series 2009 Bonds offered hereby other than those contained in this Official Statement, and, if given or made, such other information or representations must not be relied upon as having been authorized by any of the foregoing. 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 Series 2009 Bonds offered hereby by any person in any jurisdiction in which it is unlawful for such person to make such offer, solicitation or sale. The information set forth herein has been furnished by the District and other sources which are believed to be reliable, but such information is not guaranteed as to accuracy or completeness and is not to be construed as a representation by the District. The information and expressions of opinion herein are subject to change without notice and neither the delivery of this Official Statement nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the District since the date hereof. The Series 2009 Bonds have not been registered with the Securities and Exchange Commission under the Securities Act of 1933, as amended, or under any state securities or blue sky laws. The Series 2009 Bonds are offered pursuant to an exemption from registration with the Securities and Exchange Commission. In making an investment decision, investors must rely on their own examination of the terms of this offering, including the merits and risks involved. These securities have not been recommended by any federal or state securities commission or regulatory authority. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of this document. Any representation to the contrary may be a criminal offense. CAUTIONARY STATEMENTS REGARDING FORWARD- LOOKING STATEMENTS IN THIS OFFICIAL STATEMENT Certain statements included or incorporated by reference in this Official Statement constitute forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995, Section 21E of the United States Securities Exchange Act of 1934, as amended, and Section 27A of the United States Securities Act of 1933, as amended. Such statements are generally identifiable by the terminology used such as plan, expect, estimate, anticipate, projected, budget or other similar words. THE ACHIEVEMENT OF CERTAIN RESULTS OR OTHER EXPECTATIONS CONTAINED IN SUCH FORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS WHICH MAY CAUSE ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS DESCRIBED TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. NEITHER THE DISTRICT NOR ANY OTHER PARTY PLANS TO ISSUE ANY UPDATES OR REVISIONS TO THOSE FORWARD-LOOKING STATEMENTS IF OR WHEN THEIR EXPECTATIONS, OR EVENTS, CONDITIONS OR CIRCUMSTANCES UPON WHICH SUCH STATEMENTS ARE BASED OCCUR.

4 TABLE OF CONTENTS Page INTRODUCTION... 1 Purpose of the Official Statement... 1 The District... 1 Senior Lien Bonds... 2 The Existing Building... 2 The Expansion Building... 2 The TDD Revenues... 2 The Series 2009 Bonds... 5 Security for the Bonds... 5 Bondowners Risks... 6 Definitions and Summary of Documents... 6 Continuing Disclosure... 6 THE SERIES 2009 BONDS... 6 Authorization; Description of the Series 2009 Bonds... 6 Registration, Transfer and Exchange of Bonds... 7 Redemption Provisions... 7 Payment and Discharge Provisions Defeasance Provisions Book Entry Only System SOURCES OF PAYMENT AND SECURITY FOR THE BONDS Limited Obligations; Sources of Payment Indenture Funds and Accounts Additional Bonds ESTIMATED SOURCES AND USES OF FUNDS DEBT SERVICE REQUIREMENTS PROJECTED AVERAGE LIFE OF THE SERIES 2009 BONDS THE DISTRICT Overview TDD Revenues BONDOWNERS RISKS Nature of the Obligations Reliance on Creditworthiness of the Ground Lessees and Subsequent Owners Risk of Non-Appropriation Term of Leases TDD Special Assessment Page No Mortgage of the Transportation Project or the Office Buildings...27 Limitations on Remedies...27 Loss of Premium Upon Early Redemption...27 Debt Service Reserve Fund...27 Determination of Taxability...27 Risk of Audit...28 Lack of Rating and Market for the Bonds...28 THE TRANSPORTATION PROJECT...28 Original Transportation Project...28 Amended Transportation Project...29 Road Agreement...29 THE OFFICE BUILDINGS...30 Overview...30 Real Property Tax Abatement...30 Ground Leases...34 Protective Covenants...35 Existing Office Lease...38 Expansion Lease...41 The Developers...44 Express Scripts, Inc Environmental Remediation...45 The General Contractor...45 ABSENCE OF LITIGATION...45 LEGAL MATTERS...45 TAX MATTERS...46 Opinion of Bond Counsel...46 Original Issue Discount Bonds...46 Other Tax Consequences...47 UNDERWRITING...47 CERTAIN RELATIONSHIPS...48 NO RATINGS...48 MISCELLANEOUS...48 Appendix A Definitions and Summary of the Principal Documents Appendix B Form of Opinion of Bond Counsel Appendix C Map of the District Appendix D Photograph of the Office Buildings (i)

5 OFFICIAL STATEMENT $9,550,000 UNIVERSITY PLACE TRANSPORTATION DEVELOPMENT DISTRICT (ST. LOUIS COUNTY, MISSOURI) SUBORDINATE TRANSPORTATION SALES TAX AND SPECIAL ASSESSMENT REVENUE BONDS SERIES 2009 INTRODUCTION This introduction is only a brief description and summary of certain information contained in this Official Statement and is qualified in its entirety by reference to the more complete and detailed information contained in the entire Official Statement, including the cover page and appendices hereto, and the documents summarized or described herein. A full review should be made of the entire Official Statement. Purpose of the Official Statement The purpose of this Official Statement is to furnish information relating to (1) the University Place Transportation Development District (the District ), (2) the District s Subordinate Transportation Sales Tax and Special Assessment Revenue Bonds, Series 2009 (the Series 2009 Bonds and, together with any additional bonds issued on a parity basis with the Series 2009 Bonds, the Bonds; see SOURCES OF PAYMENT AND SECURITY FOR THE BONDS Additional Bonds herein), (3) the transportation projects undertaken and to be undertaken by the District and (4) an office building constructed within the District and leased to Express Scripts, Inc. ( ESI ) for its headquarters (the Existing Building ) and an office building newly constructed within the District, for lease to ESI (the Expansion Building, and, together with the Existing Building, the Office Buildings ) which was developed by NorthPark Partners ESI 2, LLC, a Missouri limited liability company (the Developer ). The Expansion Building is located adjacent to the Existing Building, and both the Existing Building and the Expansion Building are located within University Place/North Park, University of Missouri St. Louis Business, Technology and Research Park, an integrated research, development and office park located in St. Louis County and established by The Curators of the University of Missouri, a body politic and corporate. For the definition of certain capitalized terms used herein and not otherwise defined, see Appendix A Definitions and Summary of the Principal Documents hereto. Publicly traded under the symbol ESRX, ESI is a pharmacy benefit manager, providing the pharmacy benefit for people through employers, managed care plans, unions and governmental entities. See THE OFFICE BUILDINGS Express Scripts, Inc. herein. The District The District is a transportation development district and a political subdivision of the State of Missouri, formed pursuant to the Missouri Transportation Development District Act, Sections to of the Revised Statutes of Missouri, as amended (the TDD Act ). The District was initially formed for the purpose of funding and constructing certain transportation projects to serve (a) the Existing Building which was completed in 2007, (b) University Place/North Park, University of Missouri St. Louis Business, Technology and Research Park (as hereinafter described) and (c) the surrounding area. Subsequent to its formation, the District s boundaries were increased by the annexation of certain real property; the District currently has an area of approximately acres. Additionally, the list of specified transportation projects was amended to include transportation projects serving the Expansion Building (the original and amended transportation projects are referred to herein as the Transportation Project ). Pursuant to the TDD Act, the District is authorized to impose special assessments and sales taxes on the properties within its boundaries and issue revenue bonds payable from TDD Special Assessment Revenues and TDD Sales Tax Revenues to pay all or

6 any part of the cost of a project under the TDD Act. TDD Special Assessment Revenues may be pledged to the repayment of obligations issued by the District. The application of TDD Sales Tax Revenues to the repayment of such obligations is subject to annual appropriation by the District. See the caption THE DISTRICT herein. Senior Lien Bonds On October 23, 2006, the District issued its $13,415,000 original principal amount Transportation Sales Tax and Special Assessment Revenue Bonds, Series 2006 (the Series 2006 Bonds and, together with any additional bonds issued on a parity basis therewith, the Senior Lien Bonds ) which are repayable from the TDD Special Assessment imposed by the District and, subject to annual appropriation, the TDD Sales Tax Revenues. The repayment of the Bonds from the TDD Special Assessment and, subject to annual appropriation, the TDD Sales Tax Revenues is subordinate to the repayment of the Senior Lien Bonds. See DEBT SERVICE REQUIREMENTS and SOURCES OF PAYMENT AND SECURITY FOR THE BONDS Indenture Funds and Accounts and Additional Bonds herein. The Existing Building Within the District, NorthPark Partners ESI, LLC, a Missouri limited liability company and an entity related to the Developer (the Initial Developer ), constructed the Existing Building, which contains three floors plus a lower level. The Existing Building was substantially completed in March 2007 and is leased to ESI. The total rentable area is 316,541 square feet, as agreed to by the Initial Developer and ESI in an amendment to the Existing Office Lease. The Existing Building is located within University Place/North Park, University of Missouri St. Louis Business, Technology and Research Park. See THE OFFICE BUILDINGS herein. The Expansion Building Within the District, the Developer constructed the Expansion Building, which contains three stories and a lower lake level. The Expansion Building is leased to ESI, which took full occupancy of the Expansion Building in January, The total rentable area is 181,870 square feet as agreed to by the Developer and ESI in an amendment to the Expansion Lease. Substantial completion of the Expansion Building occurred on December 4, The Expansion Building is located within University Place/North Park, University of Missouri St. Louis Business, Technology and Research Park. See THE OFFICE BUILDINGS herein. The TDD Revenues In connection with the Existing Building, the District imposed special assessments for a term not exceeding 25 years. In connection with the construction of the Expansion Building, the District has amended the special assessments (as amended, the TDD Special Assessment ) and imposed the TDD Special Assessment, commencing in 2009, as follows: The product of (i) the per square foot dollar amount for the applicable Fiscal Year, multiplied by (ii) the total rentable area of the Completed Building (on a square foot basis) located on such Parcel. The per square foot dollar amount(s) for the applicable Fiscal Year shall be as set forth in the schedule below. The total rentable area of a Completed Building shall be measured as provided in the definition of Completed Building. In the event that a Completed Building is located on one or more Parcels, the total rentable area of a Completed Building shall be allocated to each Parcel on a pro-rata basis by acreage of each such Parcel. For example, if a Completed Building is located on two separate Parcels of 2 acres and 3 acres, each respectively; then the total rentable area of the Completed Building shall be multiplied by 2/5 in order to determine the total rentable area of the Completed Building (on a square foot basis) located on such first Parcel (containing 2 acres) and, the total square footage of the Completed Building shall be multiplied by 3/5 in order -2-

7 to determine the total rentable area of the Completed Building located on such second Parcel (containing 3 acres). The imposition of the special assessment shall terminate no later than December 31, Per SF Fiscal Year (payment to be received by 12/31 of such year) $ Fiscal Year means the fiscal year of the District. Completed Building shall mean a building that as of the Determination Date is: (a) affixed to the land; (b) has one (1) or more floors; (c) has one (1) or more exterior walls and a roof; (d) designed or intended for use for office use or other use permitted by applicable zoning regulations; and (e) substantially complete for purposes of construction and suitable for occupancy by one or more owners, tenants or other occupants, as determined in writing to the District by the Normandy Fire District (or other fire district having permitting authority over improvements within the District) and the Curators of the University of Missouri, or, in the alternative, by unanimous consent of all tenants operating within the District. The rentable floor area of each Completed Building shall be measured in square feet and certified in writing to the District by an architect or engineering firm selected by the District, using a generally accepted standard of measurement for such building; provided, however, that for purposes of determining the total rentable area measured in square feet, Completed Building shall be deemed to not include parking garages or appurtenant structures. Determination Date means the earlier of: (a) the issuance of the Bonds or (b) September 1,

8 Each of the Office Buildings is a Completed Building. The District has received certification from the project architect that the Existing Building contains 316,541 net rentable square feet and that the Expansion Building contains 181,870 net rentable square feet. The following table shows the TDD Special Assessment as imposed with respect to each of the Existing Building and the Expansion Building. Calendar Year (payment to be received by Existing Expansion Total Gross 12/31 of such year) Per SF Building Building Assessments 2008 $ $1,019, $1,019, ,019,384 $585,691 1,605, ,049, ,262 1,653, ,049, ,262 1,653, ,081, ,360 1,702, ,081, ,360 1,702, ,113, ,001 1,753, ,113, ,001 1,753, ,147, ,201 1,806, ,147, ,201 1,806, ,181, ,977 1,860, ,181, ,977 1,860, ,217, ,346 1,916, ,217, ,346 1,916, ,253, ,327 1,974, ,253, ,327 1,974, ,291, ,936 2,033, ,291, ,936 2,033, ,330, ,194 2,094, ,330, ,194 2,094, ,369, ,120 2,157, ,369, ,120 2,157, ,411, ,734 2,221, ,411, ,734 2,221,800 Total: $28,934,251 $16,038,607 $44,972,858 The TDD Special Assessment is payable on each December 31 (ending December 31, 2031) and is collected by the District. See THE DISTRICT TDD Revenues TDD Special Assessment herein. With respect to the Existing Building, payment of the special assessments was timely made in 2007 but was not timely paid in ESI made its payment of additional rent to the landlord in an amount equal to such special assessment on January 9, 2009; the landlord remitted such moneys to the Trustee on January 15, Pursuant to the Indenture, the District agrees that the District shall not change the scheduled payment dates of or reduce the TDD Special Assessment so long as any Senior Lien Bonds or Bonds remain Outstanding, except as provided in the Indenture. See THE SERIES 2009 BONDS Redemption Provisions Extraordinary Optional Redemption herein. The District authorized the imposition of a sales tax (the TDD Sales Tax ), which became effective on November 1, 2006, in the amount of one percent (1%) on all transactions which are taxable pursuant to the TDD Act. The sales tax is imposed on all retail sales made in the District which are subject to taxation -4-

9 pursuant to the provision of sections to , RSMo, with certain exceptions listed in the TDD Act. These exceptions include sale or use of motor vehicles, trailers, boats or outboard motors, sale of electricity or electrical current, water and gas, natural or artificial, and sales of service to telephone subscribers, whether local or long distance. It is not contemplated that the TDD Sales Tax will be a significant source of revenues for the repayment of the Bonds. The Series 2009 Bonds The Series 2009 Bonds are being issued pursuant to the TDD Act and the First Amended and Restated Trust Indenture dated as of March 1, 2009 (the Indenture ) between the District and UMB Bank, N.A., St. Louis, Missouri (the Trustee ) for the purpose of providing funds to (1) pay a portion of the costs of the Transportation Project, (2) fund a debt service reserve for the Series 2009 Bonds and (3) pay the costs of issuance of the Series 2009 Bonds. A description of the Series 2009 Bonds is contained in this Official Statement under the caption THE SERIES 2009 BONDS. All references to the Series 2009 Bonds are qualified in their entirety by the definitive form thereof and the provisions with respect thereto included in the Indenture. Repayment of the Bonds is subordinate to the repayment of the Senior Lien Bonds. See SOURCES OF PAYMENT AND SECURITY FOR THE BONDS Indenture Funds and Accounts herein. The Series 2009 Bonds are subject to redemption prior to maturity as described herein. See THE SERIES 2009 BONDS Redemption Provisions and PROJECTED AVERAGE LIFE OF THE SERIES 2009 BONDS herein. Security for the Bonds The Bonds and the interest thereon are limited obligations of the District, payable solely from Bond proceeds, Pledged Revenues and all moneys and securities from time to time held by the Trustee under the terms of the Indenture (except payments required to be made to meet the requirements of Section 148(f) of the Code) and any and all other property (real, personal or mixed) of every kind and nature from time to time hereafter, by delivery or by writing of any kind, pledged, assigned or transferred as and for additional security under the Indenture by the District or by anyone in its behalf or with its written consent, to the Trustee, as provided in the Indenture. Pledged Revenues means the Net Proceeds transferred to the Trustee plus any investment earnings thereon. Net Proceeds means all moneys on deposit (including investment earnings thereon) in (a) the TDD Special Assessment Trust Fund, less 1% of the TDD Special Assessment Revenues, which is retained by the District or its agent for the cost of collecting the TDD Special Assessment, and (b) subject to annual appropriation, the TDD Sales Tax Trust Fund, less 1% of the TDD Sales Tax Revenues, which is retained by the District or its agent for the cost of collecting the TDD Sales Tax Revenues. Net Proceeds do not include (i) any amount paid under protest until the protest is withdrawn or resolved against the taxpayer and (ii) any sum received by the District which is the subject of a suit or other claim communicated to the District which suit or claim challenges the collection of such sum. The repayment of the principal of and interest on the Bonds is subordinate to the repayment of the principal of and interest on the Senior Lien Bonds. See SOURCES OF PAYMENT AND SECURITY FOR THE BONDS Indenture Funds and Accounts herein. A subordinate account of the debt service reserve fund will initially be funded in the amount of $694, from Series 2009 Bond proceeds as additional security for the Bonds. See SOURCES OF PAYMENT AND SECURITY FOR THE BONDS Indenture Funds and Accounts herein. THE BONDS ARE NOT SECURED BY A MORTGAGE ON ANY PROPERTY IN THE DISTRICT. The Bonds and the interest thereon shall not constitute debts or liabilities of the District, the City of Normandy, Missouri, the City of Cool Valley, Missouri, the Village of Bellerive Acres, Missouri, St. Louis -5-

10 County, Missouri, The Curators of the University of Missouri, the Missouri Highways and Transportation Commission, Bi State Development Agency of The Missouri Illinois Metropolitan District, the State of Missouri or any political subdivision thereof, and do not constitute an indebtedness within the meaning of any constitutional, charter or statutory debt limitation or restriction. Bondowners Risks The Bonds involve a high degree of risk, and prospective purchasers should read the section herein captioned BONDOWNERS RISKS. The Bonds may not be suitable investments for all persons, and prospective purchasers should carefully evaluate the risks and merits of an investment in the Bonds, should confer with their own legal and financial advisors and should be able to bear the risk of loss of their investment in the Bonds before considering a purchase of the Bonds. Definitions and Summary of Documents Definitions of certain words and terms used in this Official Statement and a summary of certain provisions of the Indenture and the Continuing Disclosure Agreement are included in this Official Statement in Appendix A hereto. Such definitions and summaries do not purport to be comprehensive or definitive. All references herein to the Indenture and the Continuing Disclosure Agreement are qualified in their entirety by reference to the definitive forms of such documents, copies of which may be obtained from Stifel, Nicolaus & Company, Incorporated, 501 N. Broadway, 8th Floor, St. Louis, Missouri Continuing Disclosure The District will enter into a Continuing Disclosure Agreement in accordance with Rule 15c2-12 promulgated by the Securities and Exchange Commission, pursuant to which the District will agree to provide disclosure of certain financial and operating information on an ongoing basis, including (a) audited annual financial statements and certain annual operating information pertaining to the District and (b) notice of the occurrence of certain specified events, if material. See Summary of the Continuing Disclosure Agreement in Appendix A. THE SERIES 2009 BONDS The following is a summary of certain terms and provisions of the Series 2009 Bonds. Reference is hereby made to the Series 2009 Bonds and the provisions with respect thereto in the Indenture for the detailed terms and provisions thereof. Authorization; Description of the Series 2009 Bonds The Series 2009 Bonds are being issued pursuant to and in full compliance with the Constitution and statutes of the State of Missouri, including particularly Section of the TDD Act. The Series 2009 Bonds will be issuable as fully registered bonds, without coupons. Purchases of the Series 2009 Bonds will be made in book entry form only (as described below) in denominations of $5,000 or any integral multiple in excess thereof. Purchasers of the Series 2009 Bonds will not receive certificates representing their interests in the Series 2009 Bonds purchased. The Series 2009 Bonds will be dated as of the date of initial issuance and delivery thereof, and will mature on the dates and in the principal amounts set forth on the inside cover page of this Official Statement. The Series 2009 Bonds will bear interest at the rates per annum set forth on the inside cover page hereof, which interest will be payable semiannually on April 1 and October 1 in each year, beginning on October 1,

11 Registration, Transfer and Exchange of Bonds Any Bond may be transferred only upon the Register upon surrender of the Bond to the Trustee duly endorsed for transfer or accompanied by an assignment duly executed by the Owner or his attorney or legal representative in such form as shall be satisfactory to the Trustee. Upon any such transfer, the District shall execute and the Trustee shall authenticate and deliver in exchange for a Bond a new fully registered Bond in the name of the transferee and of the same series and any Authorized Denomination. Any Bond, upon surrender thereof at the principal corporate trust office of the Trustee or such other office as the Trustee shall designate, together with an assignment duly executed by the Owner or his attorney or legal representative in such form as shall be satisfactory to the Trustee, may, at the option of the Owner thereof, be exchanged for like Bonds of the same kind and maturity, of any Authorized Denomination, bearing interest at the same rate, and registered in the name of the Owner. No service charge shall be made for any registration, transfer or exchange of Bonds, but the Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Bonds, and such charge shall be paid before any such new Bond shall be delivered. In the event any Owner fails to provide a correct taxpayer identification number to the Registrar, the Trustee may impose a charge against such Owner sufficient to pay any governmental charge required to be paid as a result of such failure. In compliance with Section 3406 of the Code, such amount may be deducted by the Trustee from amounts otherwise payable to such registered owner hereunder or under the Bonds. Redemption Provisions Optional Redemption. The Series 2009 Bonds are subject to optional redemption by the District on and after April 1, 2019, in whole or in part at any time, at the redemption price of 100% of the principal amount to be redeemed, plus accrued interest to the redemption date. Excess Proceeds Redemption. The Series 2009 Bonds are subject to redemption in inverse order of maturity prior to the stated maturity thereof, on any date, using any balance remaining in the Subordinate Project Account of the Project Fund which is transferred to the Subordinate Redemption Account of the Debt Service Fund upon completion of the Transportation Project. Mandatory Sinking Fund Redemption. (a) The Series 2009 Bonds maturing on April 1, 2028 will be subject to mandatory redemption and payment prior to maturity pursuant to the mandatory redemption requirements set forth below at a redemption price equal to 100% of the principal amount thereof plus accrued interest to the redemption date. The District will redeem on each April 1, the following principal amounts of Series 2009 Bonds maturing on April 1, 2028: -7-

12 SERIES 2009 BONDS MATURING APRIL 1, 2028 Year Principal Amount 2010 $ 245, , , , , , , , , , , , , , , , , , ,000 Final maturity. (b) The Series 2009 Bonds maturing on April 1, 2032 will be subject to mandatory redemption and payment prior to maturity pursuant to the mandatory redemption requirements set forth below at a redemption price equal to 100% of the principal amount thereof plus accrued interest to the redemption date. The District will redeem on each April 1, the following principal amounts of Series 2009 Bonds maturing on April 1, 2032: Final maturity. SERIES 2009 BONDS MATURING APRIL 1, 2032 Year Principal Amount 2028 $ 15, , , , ,540,000 At its option, to be exercised on or before the 45th day next preceding any mandatory sinking fund Redemption Date, the District may: (1) deliver to the Trustee for cancellation Series 2009 Bonds subject to mandatory redemption on said mandatory redemption date, in any aggregate principal amount desired; or (2) furnish the Trustee funds, together with appropriate instructions, for the purpose of purchasing any Series 2009 Bonds subject to mandatory redemption on said mandatory redemption date from any Owner thereof whereupon the Trustee shall expend such funds for such purpose to such extent as may be practical; or (3) receive a credit with respect to the mandatory sinking fund redemption obligation of the District under the Indenture for any Series 2009 Bonds subject to mandatory sinking fund redemption on said mandatory redemption date which, -8-

13 prior to such date, have been redeemed (other than through the operation of the mandatory redemption requirements of the Indenture) and cancelled by the Trustee and not theretofore applied as a credit against any mandatory sinking fund redemption obligation under the Indenture. Each Series 2009 Bond so delivered or previously purchased or redeemed shall be credited at 100% of the principal amount thereof on the obligation of the District to redeem Series 2009 Bonds of the same stated maturity on such mandatory sinking fund redemption date, and any excess of such amount shall be credited on future mandatory sinking fund redemption obligations for Series 2009 Bonds of the same stated maturity as designated by the District, and the principal amount of Series 2009 Bonds to be redeemed by operation of the mandatory sinking fund requirements of the Indenture shall be accordingly reduced. If the District intends to exercise any option granted by the provisions of clauses (1), (2) or (3) above, the District will, on or before the 45th day next preceding each mandatory sinking fund Redemption Date, furnish the Trustee a written certificate indicating to what extent the provisions of said clauses (1), (2) and (3) are to be complied with, with respect to such mandatory redemption payment. Special Mandatory Redemption. (i) The Bonds maturing on April 1, 2028 are subject to special mandatory redemption by the District, in inverse order of maturity and sinking fund redemption, on each October 1, commencing October 1, 2010 as provided in the Indenture at a redemption price of 100% of the principal amount being redeemed, plus accrued interest thereon to the redemption date to the extent funds are available for such purpose and are on deposit in the Subordinate Redemption Account of the Debt Service Fund and provided that such funds will not be required for the payment of interest on such Interest Payment Date. See SOURCES OF PAYMENT AND SECURITY FOR THE BONDS Indenture Funds and Accounts and PROJECTED AVERAGE LIFE OF THE SERIES 2009 BONDS herein. (ii) The Bonds maturing on April 1, 2032 are subject to special mandatory redemption by the District, in inverse order of maturity and sinking fund redemption, on each October 1, commencing on the first October 1 on which no Bonds maturing on April 1, 2028 are Outstanding as provided in the Indenture at a redemption price of 100% of the principal amount being redeemed, plus accrued interest thereon to the redemption date to the extent funds are available for such purpose and are on deposit in the Subordinate Redemption Account of the Debt Service Fund and provided that such funds will not be required for the payment of interest on such Interest Payment Date. See SOURCES OF PAYMENT AND SECURITY FOR THE BONDS Indenture Funds and Accounts and PROJECTED AVERAGE LIFE OF THE SERIES 2009 BONDS herein. (iii) If no Senior Lien Bonds are Outstanding, the Bonds are subject to special mandatory redemption by the District, in whole but not in part, at any time that moneys in the TDD Sales Tax Trust Fund, the TDD Special Assessment Trust Fund, the TDD Sales Tax Account of the Revenue Fund, the Subordinate Bond Payment Account of the Debt Service Fund, the Subordinate Redemption Account of the Debt Service Fund, and the Subordinate Reserve Account of the Debt Service Reserve Fund are sufficient to redeem 100% of the Bonds Outstanding, together with accrued interest thereon to the date fixed for redemption. Extraordinary Optional Redemption. The Bonds shall be subject to redemption and payment in whole or in part prior to the stated maturity thereof by the District, upon written instructions from the owner of the affected Completed Building, at a redemption price equal to 100% of the principal amount thereof being redeemed, plus accrued interest to the date fixed for redemption on any date in the event that (1) any Completed Building shall have been damaged to such extent that, in the determination of the owner of such Completed Building, such Completed Building cannot be reasonably restored within a period of six months to the condition thereof immediately preceding such damage or destruction, or (2) the cost of restoration thereof would exceed the net proceeds of insurance carried thereon by the owner of such Completed Building, plus the amounts for which the affected owner is self-insured with respect to deductible amounts. The principal -9-

14 amount of Bonds to be so redeemed shall be in the same proportion to the total Outstanding Bonds as the proportion of the TDD Special Assessment attributable to such damaged Completed Building bears to the total TDD Special Assessment to maturity of the Bonds, as limited by the following sentence. Bonds may be so redeemed and the TDD Special Assessment may be correspondingly reduced, so long as the TDD Special Assessment continues to produce TDD Special Assessment Revenues in each Fiscal Year (less applicable fees and expenses of the Trustee or any Paying Agent and less the Annual Operating Fund Deposit) equal to 105% of the debt service for such Fiscal Year on all Outstanding Senior Lien Bonds and Bonds. Selection of Bonds to be Redeemed. Bonds shall be redeemed only in Authorized Denominations. When less than all of the Outstanding Bonds of a single maturity are to be redeemed and paid prior to maturity, such Bonds or portions thereof shall be selected in Authorized Denominations by the Trustee in such equitable manner as it may determine. In the case of a partial redemption of Bonds when Bonds of denominations greater than the minimum Authorized Denomination are then Outstanding, then for all purposes in connection with such redemption each Authorized Denomination unit of face value shall be treated as though it was a separate Bond of the denomination of the minimum Authorized Denomination. If one or more, but not all, of the minimum Authorized Denomination units of principal amount represented by any Bond are selected for redemption, then upon notice of intention to redeem such minimum Authorized Denomination unit or units, the Owner of such Bond or his attorney or legal representative shall forthwith present and surrender such Bond to the Trustee (i) for payment of the redemption price (including the interest to the date fixed for redemption) of the minimum Authorized Denomination unit or units of principal amount called for redemption, and (ii) for exchange, without charge to the Owner thereof, for a new Bond of the aggregate principal amount of the unredeemed portion of the principal amount of such Bond. If the Owner of any such Bond of a denomination greater than the minimum Authorized Denomination fails to present such Bond to the Trustee for payment and exchange as aforesaid, said Bond shall, nevertheless, become due and payable on the redemption date to the extent of the minimum Authorized Denomination unit or units of principal amount called for redemption (and to that extent only) and shall cease to accrue interest on the principal amount so called for redemption. Notice and Effect of Call for Redemption. Unless waived by any Owner of Bonds to be redeemed, official notice of the optional redemption of any Bond shall be given by the Trustee on behalf of the District by mailing a copy of an official redemption notice by first class mail, postage prepaid, at least 30 days but not more than 60 days prior to the date fixed for redemption to the Owner of the Bond or Bonds to be redeemed at the address shown on the Register; provided, however, that failure to give such notice by mailing as aforesaid to any Owner or any defect therein as to any particular Bond shall not affect the validity of any proceedings for the redemption of any other Bonds. On or prior to the date fixed for redemption, the District shall deposit moneys or Government Securities with the Trustee as provided in the Indenture to pay the Bonds called for redemption and accrued interest thereon to the redemption date. Upon the happening of the above conditions, and notice having been given as provided in the Indenture, the Bonds or the portions of the principal amount of Bonds thus called for redemption shall cease to bear interest on the specified redemption date, provided moneys sufficient for the payment of the redemption price are on deposit at the place of payment at the time, and shall no longer be entitled to the protection, benefit or security of the Indenture and shall not be deemed to be Outstanding under the provisions of the Indenture. Payment and Discharge Provisions When the principal of and interest on all the Bonds have been paid in accordance with their terms or provision has been made for such payment, as provided in the Indenture, and provision also is made for paying all other sums payable under the Indenture, including the fees and expenses of the Trustee and the Paying Agent to the date of payment of the Bonds, then the right, title and interest of the Trustee under the Indenture -10-

15 shall thereupon cease, determine and be void, and thereupon the Trustee shall cancel, discharge and release the Indenture and shall execute, acknowledge and deliver to the District such instruments of satisfaction and discharge or release as shall be required to evidence such release and the satisfaction and discharge of the Indenture, and shall assign and deliver to the District any property at the time subject to the Indenture which may then be in the Trustee s possession, except funds or securities in which such moneys are invested and held by the Trustee for the payment of the principal of and interest on the Bonds. Defeasance Provisions Bonds shall be deemed to be paid within the meaning of the Indenture when (1) payment of the principal on such Bonds, plus interest thereon to the due date thereof (whether such due date is by reason of maturity or upon redemption as provided in the Indenture, or otherwise), either (i) has been made or caused to be made in accordance with the terms of the Indenture, or (ii) provision therefor has been made by depositing with the Trustee, in trust and irrevocably setting aside exclusively for such payment, (A) moneys sufficient to make such payment or (B) non-callable Government Securities maturing as to principal and interest in such amount and at such times as will ensure the availability of sufficient moneys to make such payment, and (2) the Trustee shall have received an opinion of Bond Counsel (which opinion may be based upon a ruling or rulings of the Internal Revenue Service) to the effect that such deposit will not cause the interest on such Bonds to be included in gross income for purposes of federal income taxation and that all conditions precedent to the satisfaction of the Indenture have been met. At such time as a Bond is deemed to be paid as aforesaid, such Bond shall no longer be secured by or be entitled to the benefits of the Indenture, except for the purposes of any such payment from such moneys or Government Securities. If the interest earnings on money or Government Securities are necessary to provide for the payment of the Bonds under the Indenture, the Trustee shall receive a verification report of a firm of independent certified public accountants that the moneys and Government Securities deposited with the Trustee are sufficient to pay when due the principal or redemption price, if any, and interest on the Bonds on or prior to the applicable redemption or maturity date. Except as otherwise provided with respect to the issuance of additional bonds, no Bonds may be defeased if Senior Lien Bonds are Outstanding. See SOURCES OF PAYMENT AND SECURITY FOR THE BONDS Additional Bonds herein. Book Entry Only System General. The Series 2009 Bonds are available in book-entry only form. Purchasers of the Series 2009 Bonds will not receive certificates representing their interests in the Series 2009 Bonds. Ownership interests in the Series 2009 Bonds will be available to purchasers only through a book-entry system (the Book-Entry System ) maintained by The Depository Trust Company ( DTC ), New York, New York. The following information concerning DTC and DTC s book-entry system has been obtained from DTC. The District and the Underwriter take no responsibility as to the accuracy or completeness thereof and neither the Indirect Participants nor the Beneficial Owners should rely on the following information with respect to such matters, but should instead confirm the same with DTC or the Direct Participants, as the case may be. There can be no assurance that DTC will abide by its procedures or that such procedures will not be changed from time to time. DTC will act as securities depository for the Series 2009 Bonds. The Series 2009 Bonds will be issued as fully-registered securities registered in the name of Cede & Co. (DTC s partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully-registered Bond certificate will be issued for each maturity of the Series 2009 Bonds, each in the aggregate principal amount of that maturity and will be deposited with DTC or the Trustee as its agent. -11-

16 DTC and its Participants. DTC, the world s largest securities depository, is a limited-purpose trust company organized under the New York Banking Law, a banking organization within the meaning of the New York Banking Law, a member of the Federal Reserve System, a clearing corporation within the meaning of the New York Uniform Commercial Code, and a clearing agency registered pursuant to the provisions of Section 17A of the Securities Exchange Act of DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-u.s. equity issues, corporate and municipal debt issues, and money market instruments (from over 100 countries) that DTC s participants ( Direct Participants ) deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges between Direct Participants accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-u.s. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation ( DTCC ). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-u.s. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly ( Indirect Participants ). DTC has Standard & Poor s highest rating: AAA. The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at and Purchases of Ownership Interests. Purchases of Series 2009 Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the Series 2009 Bonds on DTC s records. The ownership interest of each actual purchaser of each Series 2009 Bond ( Beneficial Owner ) is in turn to be recorded on the Direct and Indirect Participants records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Series 2009 Bonds are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in Securities, except in the event that use of the book-entry system for the Series 2009 Bonds is discontinued. Transfers. To facilitate subsequent transfers, all Series 2009 Bonds deposited by Direct Participants with DTC are registered in the name of DTC s partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of Series 2009 Bonds with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Series 2009 Bonds; DTC s records reflect only the identity of the Direct Participants to whose accounts such Series 2009 Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. Notices. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of Series 2009 Bonds may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the Series 2009 Bonds, such as redemptions, tenders, defaults, and proposed amendments to the Bond documents. For example, Beneficial Owners of Series 2009 Bonds may wish to ascertain that the nominee holding the Series 2009 Bonds for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners -12-

17 may wish to provide their names and addresses to the registrar and request that copies of notices be provided directly to them. Redemption notices will be sent to DTC. If less than all of the Series 2009 Bonds within an issue are being redeemed, DTC s practice is to determine by lot the amount of the interest of each Direct Participant in such issue to be redeemed. Voting. Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to Series 2009 Bonds unless authorized by a Direct Participant in accordance with DTC s MMI Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the District as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co. s consenting or voting rights to those Direct Participants to whose accounts Series 2009 Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy). Payments of Principal, Redemption Price and Interest. Redemption proceeds, distributions, and dividend payments on the Series 2009 Bonds will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC s practice is to credit Direct Participants accounts upon DTC s receipt of funds and corresponding detail information from the District or the Trustee, on the payable date in accordance with their respective holdings shown on DTC s records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in street name, and will be the responsibility of such Participant and not of DTC, the Trustee or the District, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of redemption proceeds, distributions, and dividend payments to Cede & Co. (or such other nominee as may be requested by an authorized representative of 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. Discontinuation of Book-Entry System. DTC may discontinue providing its services as depository with respect to the Series 2009 Bonds at any time by giving reasonable notice to the District or the Trustee. Under such circumstances, in the event that a successor depository is not obtained, bond certificates are required to be printed and delivered. If the system of book-entry-only transfers has been discontinued and a Direct Participant has elected to withdraw its Series 2009 Bonds from DTC (or such successor securities depository), bond certificates may be delivered to Beneficial Owners in the manner described in the Indenture. The information above concerning DTC and DTC s book-entry system has been obtained from sources that the District believes to be reliable, but is not guaranteed as to accuracy or completeness by and is not to be construed as a representation by the District, the Trustee or the Underwriter. The District, the Trustee and the Underwriter make no assurances that DTC, Direct Participants, Indirect Participants or other nominees of the Beneficial Owners will act in accordance with the procedures described above or in a timely manner. SOURCES OF PAYMENT AND SECURITY FOR THE BONDS Limited Obligations; Sources of Payment The Bonds and the interest thereon are limited obligations of the District, payable solely from Bond proceeds, Pledged Revenues and all moneys and securities from time to time held by the Trustee under the terms of the Indenture (except payments required to be made to meet the requirements of Section 148(f) of the -13-

18 Code) and any and all other property (real, personal or mixed) of every kind and nature from time to time hereafter, by delivery or by writing of any kind, pledged, assigned or transferred as and for additional security under the Indenture by the District or by anyone in its behalf or with its written consent, to the Trustee, as provided in the Indenture. The repayment of the principal of and interest on the Bonds is subordinate to the repayment of the principal of and interest on the Senior Lien Bonds. See SOURCES OF PAYMENT AND SECURITY FOR THE BONDS Indenture Funds and Accounts herein. Pursuant to the Indenture, the District agrees that the District shall not change the scheduled payment dates of or reduce the TDD Special Assessment so long as any Senior Lien Bonds or Bonds remain Outstanding, except as provided in the Indenture. See THE SERIES 2009 BONDS Redemption Provisions Extraordinary Optional Redemption herein. The Bonds are not secured by a mortgage on any property in the District. The Bonds and the interest thereon shall not constitute debts or liabilities of the District, the City of Normandy, Missouri, the City of Cool Valley, Missouri, the Village of Bellerive Acres, Missouri, St. Louis County, Missouri, The Curators of the University of Missouri, the Missouri Highways and Transportation Commission, Bi State Development Agency of The Missouri Illinois Metropolitan District, the State or Missouri or any political subdivision thereof, and do not constitute an indebtedness within the meaning of any constitutional, charter or statutory debt limitation or restriction. Indenture Funds and Accounts Revenue Fund. Not later than the fifteenth calendar day of each month (or the next Business Day thereafter if the fifteenth is not a Business Day), the District shall: (i) Transfer all Net Proceeds as of the last day of the preceding month consisting of moneys held in the TDD Sales Tax Trust Fund to the Trustee and shall direct the Trustee in writing to deposit such sums into the TDD Sales Tax Account of the Revenue Fund; (ii) Transfer all Net Proceeds as of the last day of the preceding month consisting of moneys held in the TDD Special Assessment Trust Fund to the Trustee and shall direct the Trustee in writing to deposit such sums into the TDD Special Assessment Account of the Revenue Fund; and (iii) If the District has no Net Proceeds to transfer to the Trustee, so notify the Trustee and the Underwriter in writing. Unless the District has provided the notice described in clause (iii) above, the Trustee shall notify the District and the Underwriter of non-receipt if the Trustee has not received such Net Proceeds by the 17th calendar day of each month (or if such date is not a Business Day, the next Business Day thereafter). Moneys on deposit in the Revenue Fund on the 20th day of each calendar month, except as otherwise provided below, (or if such day is not a Business Day, the immediately preceding Business Day) shall be applied by the Trustee to the extent necessary for the purposes and in the amounts as follows (first drawing on the TDD Sales Tax Account and then from the TDD Special Assessment Account): First, to the United States of America, when necessary, an amount sufficient to pay any arbitrage rebate owed pursuant to Section 148 of the Code, as directed in writing by the District in accordance with any Tax Compliance Agreement relating to the Senior Lien Bonds; -14-

19 Second, to the Bond Payment Account of the Debt Service Fund, an amount sufficient to pay the interest on the Senior Lien Bonds (taking into account moneys in the Capitalized Interest Account of the Debt Service Fund) on the next succeeding Payment Date applicable to the Senior Lien Bonds or, if the next succeeding Payment Date is March 1, the next two succeeding Payment Dates; Third, to the Bond Payment Account of the Debt Service Fund, an amount sufficient to pay the principal of and premium, if any, due on the Senior Lien Bonds by their terms on the next succeeding Payment Date applicable to the Senior Lien Bonds (whether by reason of maturity, mandatory sinking fund redemption or otherwise); Fourth, to the Series 2006 Account of the Debt Service Reserve Fund, an amount sufficient to restore amounts therein to the Debt Service Reserve Requirement applicable to the Senior Lien Bonds; Fifth, to the United States of America, when necessary, an amount sufficient to pay any arbitrage rebate owed pursuant to Section 148 of the Code, as directed in writing by the District in accordance with any Tax Compliance Agreement relating to the Bonds; Sixth, to the Subordinate Payment Account of the Debt Service Fund, an amount sufficient to pay the interest on the Bonds on the next succeeding Payment Date applicable to the Bonds or, if the next succeeding Payment Date is April 1, the next two succeeding Payment Dates; Seventh, to the Subordinate Payment Account of the Debt Service Fund, an amount sufficient to pay the principal of and premium, if any, due on the Bonds by their terms on the next succeeding Payment Date applicable to the Bonds (whether by reason of maturity, mandatory sinking fund redemption or otherwise); Eighth, to the Trustee or any Paying Agent, an amount sufficient for payment of fees and expenses (not to exceed $6,000 semiannually) which are due and owing to the Trustee or any Paying Agent, upon delivery to the District and the Trustee of an invoice for such amounts; Ninth, to the Subordinate Reserve Account of the Debt Service Reserve Fund, an amount sufficient to restore amounts therein to the Debt Service Reserve Requirement applicable to the Bonds; Tenth, to the Operating Fund, an amount equal to one twelfth of the Annual Operating Fund Deposit; and Eleventh, any remaining funds shall be transferred to the Subordinate Redemption Account and shall be applied to the payment of principal of and accrued interest on Bonds that are subject to redemption pursuant to the Indenture. See THE SERIES 2009 BONDS Redemption Provisions Special Mandatory Redemption herein. Upon the payment in full of the principal of and interest on the Bonds (or provisions have been made for the payment thereof as specified in the Indenture) and the fees, charges and expenses of the Trustee and any Paying Agent, and any other amounts required to be paid under the Indenture, all amounts remaining on deposit in the TDD Sales Tax Account of the Revenue Fund and the TDD Special Assessment Account of the Revenue Fund shall be paid to the District for disposition pursuant to the TDD Act. Debt Service Fund. Except as otherwise provided in the Indenture, all amounts paid and credited to the Debt Service Fund shall be expended solely for the payment of the principal of, redemption premium, if any, and interest on the Senior Lien Bonds and the Bonds as the same mature and become due or upon the redemption thereof. -15-

20 The Trustee shall use any moneys remaining in the Subordinate Bond Payment Account of the Debt Service Fund to redeem all or part of the Bonds Outstanding and interest to accrue thereon prior to such redemption, in accordance with and to the extent permitted by the Indenture, so long as said moneys are in excess of the amount required for payment of the Bonds theretofore matured or called for redemption. The Trustee, upon the written instructions from the District, signed by the Authorized District Representative, shall use moneys in the Redemption Account of the Debt Service Fund on a best efforts basis for the purchase of Bonds in the open market to the extent practical for the purpose of cancellation at prices not exceeding the principal amount thereof plus accrued interest thereon to the date of such purchase. Debt Service Reserve Fund. Except as otherwise provided in the Indenture, amounts in the Subordinate Reserve Account of the Debt Service Reserve Fund are to be used to pay principal of and interest on the Bonds to the extent of any deficiency in the Debt Service Fund and to retire the last Outstanding Bonds. The Indenture provides that after payment in full of the principal of, redemption premium, if any, and interest on the Senior Lien Bonds (or provision has been made for the payment thereof as specified in the Indenture), and the fees, charges and expenses of the Trustee and any Paying Agents and any other amounts required to be paid under the Indenture with respect to Senior Lien Bonds, all amounts remaining in the Senior Lien Reserve Account of the Debt Service Reserve Fund shall be deposited into the Revenue Fund. Project Fund. Moneys in the Cost of Issuance Account of the Project Fund shall be disbursed, from time to time by the Trustee, upon the written request of the Authorized District Representative, for the sole purpose of paying costs of issuance of the Bonds. Any moneys remaining in the Cost of Issuance Account of the Project Fund six months after the date of issuance of the Bonds shall be deposited, without further authorization, into the Subordinate Project Account of the Project Fund. Moneys in the Completion Account and the Subordinate Project Account of the Project Fund shall be disbursed by the Trustee from time to time, upon the written request of the Authorized District Representative, to pay, or reimburse the District for payment of, the costs of the Transportation Project. Any moneys remaining on deposit in the Completion Account of the Project Fund when a specified portion of the Transportation Project is completed, as evidenced by a certificate delivered by the Authorized District Representative to the Trustee, shall immediately be transferred by the Trustee to the Subordinate Project Account of the Project Fund. Any moneys remaining on deposit in the Subordinate Project Account of the Project Fund when the Transportation Project is completed, as evidenced by a certificate delivered by the Authorized District Representative to the Trustee, shall immediately be transferred by the Trustee to the Subordinate Redemption Account in the Debt Service Fund and used to redeem Bonds pursuant to the Indenture. See THE BONDS Redemption Provisions Excess Proceeds Redemption herein. Operating Fund. Money in the Operating Fund shall be disbursed by the Trustee from time to time upon receipt of a written request of the Authorized District Representative to pay TDD Administrative Costs, pay the costs of maintaining the Transportation Project, paying the principal of or interest on the Bonds or any other lawful purpose of the District. As long as any Senior Lien Bonds are Outstanding, monies in the Operating Fund may not be used to pay any Bonds Outstanding. Additional Bonds The Indenture authorizes the issuance of additional bonds on a parity with the Series 2006 Bonds only if the proceeds of such additional bonds are applied to the redemption, in whole or in part, of Senior Lien Bonds and only if the issuance of such additional bonds results in a reduction in debt service in each Fiscal Year for the Senior Lien Bonds being refunded. The Indenture authorizes the issuance of additional bonds on a parity with the Series 2009 Bonds only if the proceeds of such additional bonds are applied to the redemption, in whole or in part, of Bonds and only if the issuance of such additional bonds results in a reduction in debt service in each Fiscal Year for the Bonds being refunded. The District may, however, issue other obligations specifically -16-

21 subordinate and junior to the Senior Lien Bonds, including the Bonds and the District may issue other obligations specifically subordinate and junior to the Bonds. ESTIMATED SOURCES AND USES OF FUNDS Following is a summary of the anticipated sources and uses of funds in connection with the issuance of the Bonds: Sources of Funds: Net proceeds of the Bonds... $9,413,000 Total sources of funds... $9,413,000 Uses of Funds: Deposit to the Project Account of the Project Fund... $8,214,350 Deposit to Debt Service Reserve Fund ,650 Deposit to the Operating Fund... 60,000 Underwriter s Discount ,500 Other Costs of Issuance ,500 Total uses of funds... $9,413,000 DEBT SERVICE REQUIREMENTS The following schedule shows the scheduled projected yearly principal and interest requirements for the Series 2006 Bonds and Series 2009 Bonds. [Remainder of Page Intentionally Left Blank.] -17-

22 Debt Service Schedule Series 2006 Bonds Series 2009 Bonds Calendar Year Principal Interest Principal Interest Total $ 80,000 $ 659, $ 389, $ 1,129, , , $ 265, , ,692, , , , , ,602, , , , , ,605, , , , , ,654, , , , , ,649, , , , , ,707, , , , , ,700, , , , , ,756, , , , , ,760, , , , , ,808, , , , , ,812, , , , , ,862, , , , , ,867, , , , , ,922, , , , , ,922, , , , , ,978, , , , , ,982, , , , , ,041, , , , , ,041, ,090, , , , ,100, ,145, , , , ,106, ,255,000 97, , , ,168, ,320,000 33, ,645,000 61, ,059, $13,415, $11,315, $9,550,000 $10,653, $44,933, PROJECTED AVERAGE LIFE OF THE SERIES 2009 BONDS Set forth below is a chart setting forth the projected cumulative redemptions of the Series 2009 Bonds and the projected average life of the Series 2009 Bonds, taking into account the mandatory sinking fund redemptions and special mandatory redemptions of such Series 2009 Bonds, as provided in the Indenture and assuming that the TDD Special Assessment is timely paid in each year. The chart does not reflect any interest earnings on the Debt Service Reserve Fund for the Senior Lien Bonds or the Bonds. [Remainder of Page Intentionally Left Blank.] 1 Excludes application of any moneys in the Subordinate Reserve Account of the Debt Service Reserve Fund and any moneys that may be available after payment in full on the Senior Lien Bonds. -18-

23 Series 2009 Bonds Maturing April 1, 2028 Mandatory Sinking Special Mandatory Cumulative Date Fund Redemption Redemptions Redemption April 1, 2009 October 1, 2009 April 1, 2010 $245,000 $245,000 October 1, 2010 $20, ,000 April 1, , ,000 October 1, , ,000 April 1, , ,000 October 1, , ,000 April 1, , ,000 October 1, , ,000 April 1, ,000 1,170,000 October 1, ,000 1,185,000 April 1, ,000 1,505,000 October 1, ,000 1,535,000 April 1, ,000 1,880,000 October 1, ,000 1,900,000 April 1, ,000 2,290,000 October 1, ,000 2,320,000 April 1, ,000 2,495,000 October 1, ,000 2,525,000 April 1, ,000 2,725,000 October 1, ,000 2,755,000 April 1, ,000 2,965,000 October 1, ,000 3,005,000 April 1, ,000 3,245,000 October 1, ,000 3,280,000 April 1, ,000 3,540,000 October 1, ,000 3,580,000 April 1, ,000 3,870,000 October 1, ,000 3,915,000 April 1, ,000 4,230,000 October 1, ,000 4,275,000 April 1, ,000 4,620,000 October 1, ,000 4,670,000 April 1, ,000 5,045,000 October 1, ,000 5,100,000 April 1, ,000 5,400,000 Average Life: years -19-

24 Series 2009 Bonds Maturing April 1, 2032 Mandatory Sinking Special Mandatory Cumulative Date Fund Redemption Redemptions Redemption April 1, 2009 October 1, 2009 April 1, 2010 October 1, 2010 April 1, 2011 October 1, 2011 April 1, 2012 October 1, 2012 April 1, 2013 October 1, 2013 April 1, 2014 October 1, 2014 April 1, 2015 October 1, 2015 April 1, 2016 October 1, 2016 April 1, 2017 October 1, 2017 April 1, 2018 October 1, 2018 April 1, 2019 October 1, 2019 April 1, 2020 October 1, 2020 April 1, 2021 October 1, 2021 April 1, 2022 October 1, 2022 April 1, 2023 October 1, 2023 April 1, 2024 October 1, 2024 April 1, 2025 October 1, 2025 April 1, 2026 October 1, 2026 April 1, 2027 $110,000 $110,000 October 1, 2027 $60, ,000 April 1, , ,000 October 1, , ,000 April 1, ,000 1,165,000 October 1, ,000 1,235,000 April 1, ,000 1,765,000 October 1, ,000 1,840,000 April 1, ,000 2,420,000 October 1, ,000 2,505,000 April 1, ,645,000 4,150,000 Average Life: years 1 Reflects application of the Debt Service Reserve Fund -20-

25 THE DISTRICT Overview The District is a transportation development district, and a political subdivision of the State of Missouri, formed under the Missouri Transportation Development District Act, Sections to of the Revised Statutes of Missouri, as amended (the TDD Act ). The Circuit Court of St. Louis County, Missouri declared the District organized on June 5, Subsequent to its formation, the District s boundaries were increased by the annexation of certain real property; the District currently has an area of approximately acres. The TDD Act vests all power of the District in a board of directors (the Board of Directors ) that is elected by the owners of real property in the District. The property owner currently consists solely of The Curators of the University of Missouri. Members of the Board of Directors serve a term of three years, except that the terms of the initial members of the Board of Directors were staggered so that the terms of the initial members were either one year, two year or three year terms. Each director serves without compensation and may be removed by the District with cause. The by laws of the District provide for the annual election of officers. Pursuant to the Road Agreement dated as of January 26, 2006 among The Curators of the University of Missouri, the Initial Developer and St. Louis County, Missouri, The Curators of the University of Missouri, as sole property owner, agrees to vote to elect (a) at least three persons designated by the Initial Developer or its successor as tenant under the Initial Ground Lease between The Curators of the University of Missouri and the Initial Developer and (b) as long as ESI occupies at least 100,000 square feet in the Existing Building or in the Expansion Building, a person designated by ESI. See THE OFFICE BUILDINGS herein. The current directors and officers of the District and the date on which their terms expire are as follows: Name Office Principal Employment Term Expires Larry Chapman Chair and President Clayco Realty Group June 9, 2009 Chris McKee Secretary McEagle Development June 9, 2009 Paul McKee Treasurer McEagle Development June 9, 2011 Sam Darandari Assistant Secretary University of Missouri St. Louis June 9, 2011 Barbara Gillam Director Express Scripts, Inc. June 9, 2010 Under the TDD Act, the District also has advisory members appointed by the local transportation authority under the TDD Act, which is the public entity with jurisdiction over and which will accept dedication of the transportation improvements which constitute the Transportation Project on completion. St. Louis County has appointed Stephanie Leon Streeter, whose principal employer is St. Louis County, as its advisory member. TDD Revenues TDD Special Assessment The TDD Act authorizes the District to impose special assessments if approved by a majority of the qualified voters voting on the question in the District or the owners of record of all of the real property located within the District who shall indicate their approval by signing a special assessment petition. The District has imposed the TDD Special Assessment with the approval of The Curators of the University of Missouri, as the owner of all of the real property located within the District. The District has pledged the TDD Special Assessment Revenues to the repayment of the Senior Lien Bonds and the Bonds. Pursuant to the Indenture, the District agrees that the District shall not change the scheduled payment dates of or reduce the TDD Special Assessment so long as any Senior Lien Bonds or Bonds remain Outstanding, except as provided in the -21-

26 Indenture. See THE SERIES 2009 BONDS Redemption Provisions Extraordinary Optional Redemption herein. In connection with the Existing Building, the District imposed special assessments for a term not exceeding 25 years. In connection with the construction of the Expansion Building, the District has amended the special assessments and imposed the TDD Special Assessment, commencing in 2009, as follows: The product of (i) the per square foot dollar amount for the applicable Fiscal Year, multiplied by (ii) the total rentable area of the Completed Building (on a square foot basis) located on such Parcel. The per square foot dollar amount(s) for the applicable Fiscal Year shall be as set forth in the schedule below. The total rentable area of a Completed Building shall be measured as provided in the definition of Completed Building. In the event that a Completed Building is located on one or more Parcels, the total rentable area of a Completed Building shall be allocated to each Parcel on a pro-rata basis by acreage of each such Parcel. For example, if a Completed Building is located on two separate Parcels of 2 acres and 3 acres, each respectively; then the total rentable area of the Completed Building shall be multiplied by 2/5 in order to determine the total rentable area of the Completed Building (on a square foot basis) located on such first Parcel (containing 2 acres) and, the total square footage of the Completed Building shall be multiplied by 3/5 in order to determine the total rentable area of the Completed Building located on such second Parcel (containing 3 acres). The imposition of the special assessment shall terminate no later than December 31, Per SF Fiscal Year (payment to be received by 12/31 of such year) $ Fiscal Year means the fiscal year of the District. -22-

27 Completed Building shall mean a building that as of the Determination Date is: (a) affixed to the land; (b) has one (1) or more floors; (c) has one (1) or more exterior walls and a roof; (d) designed or intended for use for office use or other use permitted by applicable zoning regulations; and (e) substantially complete for purposes of construction and suitable for occupancy by one or more owners, tenants or other occupants, as determined in writing to the District by the Normandy Fire District (or other fire district having permitting authority over improvements within the District) and the Curators of the University of Missouri, or, in the alternative, by unanimous consent of all tenants operating within the District. The rentable floor area of each Completed Building shall be measured in square feet and certified in writing to the District by an architect or engineering firm selected by the District, using a generally accepted standard of measurement for such building; provided, however, that for purposes of determining the total rentable area measured in square feet, Completed Building shall be deemed to not include parking garages or appurtenant structures. Determination Date means the earlier of: (a) the issuance of the Bonds or (b) September 1, Each of the Office Buildings is a Completed Building. The District pledges all TDD Special Assessment Revenues to the payment of the Senior Lien Bonds and the Bonds. The District covenants that it is duly authorized pursuant to the TDD Act and the laws of the State to impose, cause the collection of, and enforce the TDD Special Assessment. The District has imposed the TDD Special Assessment in the amounts provided in an exhibit to the Indenture. The District shall not change the scheduled payment dates thereof or reduce such TDD Special Assessment so long as any Senior Lien Bonds or Bonds remain Outstanding, except as provided in the Indenture. See THE SERIES 2009 BONDS Redemption Provisions Extraordinary Optional Redemption herein. See DEBT SERVICE REQUIREMENTS herein for the scheduled TDD Special Assessment. Pursuant to the TDD Act, the District administers and collects the TDD Special Assessment and is entitled to retain an amount up to one percent (1%) of the total amount collected. The District prepares the TDD Special Assessment bills and mails them to each taxpayer in September. Payment is due by December 31, after which they become delinquent. The lien created by the TDD Special Assessment has a priority position over all existing liens other than tax liens. All real estate upon which any TDD Special Assessment remains unpaid on the first day of January, annually, are delinquent, and the District is empowered to enforce the lien of the TDD Special Assessment thereon. Whenever the District is unable to collect any TDD Special Assessment, having diligently endeavored and used all lawful means to do so, the District is required to compile lists of delinquent TDD Special Assessment bills collectible by the District. All lands and lots on which taxes are delinquent and unpaid are subject to suit to collect delinquent TDD Special Assessment bills or suit for foreclosure of the lien of the TDD Special Assessment. Upon receiving a judgment, the Sheriff must advertise the sale of the land, fixing the date of sale within 30 days after the first publication of the notice. The delinquent TDD Special Assessment, with penalty, interest and costs, may be paid to the District at any time before the property is sold therefor. No action for recovery of the delinquent TDD Special Assessment shall be valid unless initial proceedings therefor are commenced within five years after delinquency of such TDD Special Assessment. TDD Sales Tax The District has imposed a sales tax (the TDD Sales Tax ), which became effective on November 1, 2006, in the amount of one percent (1%) on all transactions which are taxable pursuant to the TDD Act. The TDD Sales Tax is imposed on all retail sales made in the District which are subject to taxation pursuant to the provision of sections to , RSMo, with certain exceptions listed in the TDD Act. These exceptions include sale or use of motor vehicles, trailers, boats or outboard motors, sale of electricity or electrical current, water and gas, natural or artificial, and sales of service to telephone subscribers, whether -23-

28 local or long distance. It is not contemplated that the TDD Sales Tax will be a significant source of revenues for the repayment of the Bonds. The District has adopted a budget for the 2009 Fiscal Year which appropriates the TDD Sales Tax Revenues collected during such Fiscal Year for payment of the Senior Lien Bonds and the Bonds. In the Indenture, the District covenants and agrees that the officer of the District at any time charged with the responsibility of formulating budget proposals is directed to include in the budget proposal submitted to the Board of Directors for each Fiscal Year a request for an appropriation of the TDD Sales Tax Revenues collected during such Fiscal Year for payment of the Senior Lien Bonds and the Bonds. Any funds appropriated as the result of such a request are pledged by the District for such purpose and shall be transferred by the District to the Trustee for deposit into the Revenue Fund at the times and in the manner provided in the Indenture. The Indenture provides that, if the Board of Directors has failed to adopt a budget by the first day of a Fiscal Year, the budget for the prior Fiscal Year shall be deemed to have been approved for the next Fiscal Year. Pursuant to the TDD Act, no transportation development district may repeal or amend its sales tax unless such repeal or amendment will not impair the district s ability to repay any liabilities which it has incurred, money which it has borrowed or revenue bonds, notes or other obligations which it has issued. BONDOWNERS RISKS An investment in the Bonds is subject to a number of significant risk factors. The following is a discussion of certain risks that could affect payments to be made with respect to the Bonds. Such discussion is not, and is not intended to be, exhaustive and should be read in conjunction with all other parts of this Official Statement and should not be considered as a complete description of all risks that could affect such payments. Prospective purchasers of the Bonds should analyze carefully the information contained in this Official Statement, including the Appendices hereto, and additional information in the form of the complete documents summarized herein, copies of which are available as described herein. Nature of the Obligations The Bonds are limited obligations of the District and are payable, on a subordinate basis to the Senior Lien Bonds, solely from Bond proceeds, Pledged Revenues and all moneys and securities from time to time held by the Trustee under the terms of the Indenture (except payments required to be made to meet the requirements of Section 148(f) of the Code) and any and all other property (real, personal or mixed) of every kind and nature from time to time hereafter, by delivery or by writing of any kind, pledged, assigned or transferred as and for additional security under the Indenture by the District or by anyone in its behalf or with its written consent, to the Trustee, as provided in the Indenture. See SOURCES OF PAYMENT AND SECURITY FOR THE BONDS Indenture Funds and Accounts herein. Pledged Revenues means the Net Proceeds transferred to the Trustee plus any investment earnings thereon. Net Proceeds means all moneys on deposit (including investment earnings thereon) in (a) the TDD Special Assessment Trust Fund, less 1% of the TDD Special Assessment Revenues, which is retained by the District or its agent for the cost of collecting the TDD Special Assessment, and (b) subject to annual appropriation, the TDD Sales Tax Trust Fund, less 1% of the TDD Sales Tax Revenues, which is retained by the District or its agent for the cost of collecting the TDD Sales Tax Revenues. Net Proceeds do not include (i) any amount paid under protest until the protest is withdrawn or resolved against the taxpayer and (ii) any sum received by the District which is the subject of a suit or other claim communicated to the District which suit or claim challenges the collection of such sum. -24-

29 It is not contemplated that the TDD Sales Tax will be a significant source of revenues for the repayment of the Bonds. Reliance on Creditworthiness of the Ground Lessees and Subsequent Owners The TDD Special Assessment is a lien again the real property in the District. Such real property is currently owned by The Curators of the University of Missouri. Pursuant to the Initial Ground Lease between The Curators of the University of Missouri and the Initial Developer and the Expansion Lease between The Curators of the University of Missouri and the Developer, the obligation to pay the TDD Special Assessment has been imposed upon the ground lessees. The Initial Developer has assigned its interests in the Initial Ground Lease to various Delaware limited liability companies which are affiliates of Triple Net Properties, LLC. Thus, in order to receive timely payment of principal and interest on the Bonds, Bondowners must rely solely on the financial ability of the ground lessees to pay the TDD Special Assessment and the District s ability to enforce the lien of the TDD Special Assessment if not paid. No representation is made herein as to the ground lessees financial ability to make the payments that may be required of them under the TDD Act. With respect to the Existing Building, payment of the special assessments was timely made in 2007 but was not timely paid in ESI made its payment of additional rent to the landlord in an amount equal to such special assessment on January 9, 2009; the landlord remitted such moneys to the Trustee on January 15, Risk of Non-Appropriation The application of the TDD Sales Tax Revenues is subject to annual appropriation by the District. The District has covenanted that the officer of the District at any time charged with the responsibility of formulating budget proposals is directed to include in the budget proposal submitted to the Board of Directors for each Fiscal Year a request for an appropriation of the TDD Sales Tax Revenues collected during such Fiscal Year for application as provided in the Indenture. Pursuant to the Indenture, if the Board of Directors has failed to adopt a budget by the first day of a Fiscal Year, the budget for the prior Fiscal Year shall continue. There can be no assurance that such appropriation will be made by the Board of Directors, and the Board of Directors is not legally obligated to do so. Pursuant to the TDD Act, no transportation development district may repeal or amend its sales tax unless such repeal or amendment will not impair the district s ability to repay any liabilities which it has incurred, money which it has borrowed or revenue bonds, notes or other obligations which it has issued. It is not contemplated that the TDD Sales Tax will be a significant source of revenues for the repayment of the Bonds. Term of Leases The Existing Office Lease term is approximately ten and one half years with two five year renewal terms. See THE OFFICE BUILDINGS Existing Office Lease Term herein. The Expansion Lease term is approximately ten years with two five year renewal terms. ESI also has the right to expand its premises under the Expansion Lease and if such right is exercised, the primary term of the Expansion Lease will be extended beyond ten years. THE OFFICE BUILDINGS Expansion Lease Term herein. If ESI fails to exercise its renewal rights with respect to the Existing Office Lease or the Expansion Lease, the ground lessees may not be able to lease the Existing Office Building or the Expansion Building to other tenant(s), may not receive the associated rental payments and may not have the resources with which to pay the TDD Special Assessment. The Existing Office Lease and the Expansion Lease permit ESI to return a portion of the space in the Existing Building and the Expansion Building and also permit ESI to terminate the term of the Existing Office Lease and the Expansion Lease early. See THE OFFICE BUILDINGS Existing Office Lease Option to Reduce Space; Option to Terminate Early and THE OFFICE BUILDINGS Expansion Lease Option to Reduce Space; Option to Terminate Early herein. If ESI gives back any portion of the space in the Existing Office Building or the Expansion Building, or if ESI terminates the Existing Office Lease or the Expansion Lease -25-

30 early, the applicable ground lessee(s) may not be able to lease such space to other tenant(s), may not receive the associated rental payments and may not have the resources with which to pay the TDD Special Assessment. TDD Special Assessment In connection with the Existing Building, the District imposed special assessments for a term not exceeding 25 years. In connection with the construction of the Expansion Building, the District has amended the special assessments (as amended, the TDD Special Assessment ) and imposed the TDD Special Assessment, commencing in 2009, as described under the caption THE DISTRICT TDD Revenues TDD Special Assessment. Upon issuance of the Bonds, Counsel to the District will deliver an opinion, acceptable to the Original Purchaser, that (a) the TDD Special Assessment has been validly imposed by the District and is a valid and enforceable special assessment pursuant to the TDD Act and is in full force and effect; (b) the TDD Special Assessment is a lien for real estate taxes upon the real property within the District as set forth in Resolution No , which lien has the priority of a lien of special taxes; and (c) pursuant to the TDD Act and the Indenture, the District may not repeal or amend the TDD Special Assessment unless such repeal or amendment will not impair the District's ability to repay the Bonds. Upon issuance of the Bonds, the District will certify that (a) the TDD Special Assessment has been validly imposed by the District and is a valid and enforceable special assessment pursuant to the TDD Act and is in full force and effect; (b) the TDD Special Assessment is a lien for real estate taxes upon the real property within the District as set forth in Resolution No , which lien has the priority of a lien of special taxes; and (c) to the best of the District's knowledge and belief, the lien created by the TDD Special Assessment takes precedence over and is superior to all other liens, whether prior or subsequent, except other liens for real estate taxes. Upon issuance of the Bonds, (a) the Initial Developer will certify that (i) the Existing Building is a completed building within the meaning of the resolution of the District imposing the TDD Special Assessment, (ii) the total rentable area of the Existing Building is 316,541 square feet and (iii) ESI took occupancy of the Existing Building on March 30, 2007 and (b) the Developer will certify that (i) the Expansion Building is a Completed Building within the meaning of the resolution of the District imposing the TDD Special Assessment, (ii) the total rental area of the Expansion Building, for purposes of calculating the TDD Special Assessment, is 181,870 square feet, (iii) the Expansion Building was substantially completed on December 4, 2008 and (iv) ESI took full occupancy of the Expansion Building in January, The Ground Leases impose the obligation on the ground lessees to pay the TDD Special Assessment. Pursuant to the Existing Office Lease and the Expansion Lease, ESI has no obligation to pay the TDD Special Assessment but does have the obligation under the term of such leases to pay to the applicable landlord, as additional rent, an amount equal to the TDD Special Assessment. Nonetheless, the TDD Special Assessment is a lien against the real property covered by the Existing Office Lease and the Expansion Lease, collectible in the same manner as property taxes. See THE DISTRICT TDD Revenues. If an owner fails to pay a special assessment, any funds derived from the foreclosure of the lien will first have to satisfy any existing superior liens on the property (e.g., tax liens). No assurances can be given that a foreclosure sale would generate revenues sufficient to satisfy all existing superior liens and the lien of the TDD Special Assessment on any property within the District. The time required to enforce a lien on the real property against which a TDD Special Assessment is made may affect the District s ability to generate sufficient funds to make timely debt service payments on the Bonds. See the caption THE DISTRICT TDD Revenues herein. -26-

31 No Mortgage of the Transportation Project or the Office Buildings Payment of the principal of and interest on the Bonds is not secured by any deed of trust, mortgage or other lien on the Transportation Project or any portion thereof or any other property within the District. The Bonds are payable solely from Bond proceeds, Pledged Revenues and all moneys and securities from time to time held by the Trustee under the terms of the Indenture (except payments required to be made to meet the requirements of Section 148(f) of the Code) and any and all other property (real, personal or mixed) of every kind and nature from time to time hereafter, by delivery or by writing of any kind, pledged, assigned or transferred as and for additional security under the Indenture by the District or by anyone in its behalf or with its written consent, to the Trustee, as provided in the Indenture. Limitations on Remedies The remedies available to the Bondowners upon a default under the Indenture are in many respects dependent upon judicial action, which is often subject to discretion and delay under existing constitutional and statutory law and judicial decisions, including specifically Title 11 of the United States Code (the Federal Bankruptcy Code ). The various legal opinions to be delivered concurrently with delivery of the Bonds will be qualified as to enforceability of the various legal instruments by limitations imposed by bankruptcy, reorganization, insolvency or other similar laws affecting the rights of creditors generally, now or hereafter in effect; to usual equity principles which shall limit the specific enforcement under laws of the State of Missouri as to certain remedies; to the exercise by the United States of America of the powers delegated to it by the United States Constitution; and to the reasonable and necessary exercise, in certain exceptional situations, of the police power inherent in the sovereignty of the State of Missouri and its governmental bodies, in the interest of serving an important public purpose. Loss of Premium Upon Early Redemption Purchasers of Bonds at a price in excess of their principal amount should consider the fact that the Bonds are subject to redemption at a redemption price equal to their principal amount plus accrued interest under certain circumstances. See THE BONDS Redemption Provisions. Debt Service Reserve Fund At the time of issuance of the Bonds, the Subordinate Account of the Debt Service Reserve Fund will be funded with proceeds of the Bonds in the amount of $694, (the Debt Service Reserve Requirement ). See SOURCES OF PAYMENT AND SECURITY FOR THE BONDS Indenture Funds and Accounts herein. There can be no assurance that the amounts on deposit in the Subordinate Account of the Debt Service Reserve Fund will be available if needed for payment of the Bonds in the full amount of the Debt Service Reserve Requirement because (1) of fluctuations in the market value of the securities deposited therein and/or (2) if funds are transferred to the Debt Service Fund, sufficient revenues may not be available in the Revenue Fund to replenish the Subordinate Account of the Debt Service Reserve Fund to the Debt Service Reserve Requirement. Determination of Taxability The Bonds are not subject to redemption, nor is the interest rate on the Bonds subject to adjustment, in the event of a determination by the Internal Revenue Service or a court of competent jurisdiction that the interest paid or to be paid on any Bond is or was includible in the gross income of the Owner of a Bond for federal income tax purposes. Such determination may, however, result in a breach of the tax covenants of District set forth in the Indenture which may constitute an event of default under the Indenture. Likewise, the Indenture does not require the redemption of the Bonds or the payment of any additional interest or penalty on the Bonds if the interest thereon loses its exemption from income taxes imposed by the State of Missouri. It may be that -27-

32 Owners would continue to hold their Bonds, receiving principal and interest as and when due, but would be required to include such interest payments in gross income for federal and state income tax purposes. Risk of Audit The Internal Revenue Service (the Service ) has established an ongoing program to audit tax-exempt obligations to determine whether interest on such obligations should be included in gross income for federal income tax purposes. No assurance can be given that the Service will not commence an audit of the Bonds. Owners of the Bonds are advised that, if an audit of the Bonds were commenced, in accordance with its current published procedures, the Service is likely to treat the District as the taxpayer, and the Owners of the Bonds may not have a right to participate in such audit. Public awareness of any audit could adversely affect the market value and liquidity of the Bonds during the pendency of the audit, regardless of the ultimate outcome of the audit. Lack of Rating and Market for the Bonds The Bonds have not received any credit rating by any recognized rating agency. The absence of any such rating could adversely affect the ability of holders to sell the Bonds or the price at which the Bonds can be sold. No assurance can be given that a secondary market for the Bonds will develop following the completion of the offering of the Bonds. Original Transportation Project THE TRANSPORTATION PROJECT Geiger Road was formerly a connection between two major north south arterial roads known as Hanley Road and Florissant Road in north St. Louis County. In the early 1990 s, Geiger Road was bisected as a result of the construction of a mass transit light rail system, known as MetroLink. The only access between Hanley Road and Florissant Road required use of Interstate 70. With the proceeds of the Senior Lien Bonds, the District created a new link, known as University Place Drive. The District used a portion of the proceeds of the Senior Lien Bonds to accomplish the acquisition and construction of the following: (a) construction of a new three lane, 39 foot arterial street from existing University Boulevard to a point just west of the MetroLink tracks, to be named University Place Drive; (b) (c) the extension of new University Place Drive west of the MetroLink tracks to Hanley Road; if necessary, a temporary connection from University Place Drive to Lauderdale Road; and (d) related connectors to existing streets and ancillary improvements necessitated by the construction of said University Place Drive. The Original Transportation Project may also include the following costs to the extent necessitated by the vacation and relocation of Geiger Road and the construction and installation of University Place Drive, including all right-of-way necessary for the same: acquisition, settlement and transfer of land, easements and right-of-way; demolition, earth work, erosion control, grading, drainage, pavement, curb, gutter, sidewalk, and stormwater facilities; structures (including any architectural treatments related thereto); construction financing, placement fees and interest; builder s risk insurance, design fees, engineering fees, legal fees, development fees, and project management fees and other professional fees relating to the Original Transportation Project -28-

33 and additional projects; utilities, signing, striping, lighting, traffic signals, landscaping or other similar or related infrastructure or improvement in connection with the improvements set forth in this paragraph. The Original Transportation Project is not yet fully complete. A portion of the moneys in the Project Account of the Project Fund, funded with a portion of the proceeds of the Bonds, will be applied to the costs of completing the Original Transportation Project. It is anticipated that the Original Transportation Project will be completed by February 28, Amended Transportation Project The District will use a portion of the proceeds of the Bonds to accomplish the acquisition and construction of the following: (a) (b) (c) if and as necessary, a connection from University Place Drive to Marlin Road; if and as necessary, a connection from University Place Drive to Mark Twain Road; if and as necessary, a connection from University Place Drive to Lauderdale Road; (d) vacation of various portions of Geiger Road (previous location), including but not limited to land acquisition, road removal, and demolition of existing roadway or right-of-way improvements; (e) related connectors to existing streets together with ancillary improvements, as necessary, by the vacation of Geiger Road and construction of University Place Drive, including but not limited to, the construction of a connector between Mark Twain Road to Old Route N; areas; (f) construction, maintenance, resurfacing and other improvements to existing surface parking lot (g) acquisition of right-of-way along or otherwise related to Geiger Road, University Place Drive, and connector streets; (h) (i) (j) Place Drive; (k) construction of surface lot parking areas and fields; construction of structured parking facilities; construction of access drives and ingress/egress points along and connecting to University construction and installation of pedestrian access walkways and other pedestrian areas; (1) any and all design, engineering, installation, construction, demolition, removal, site work, grading, earthwork, or other expense incurred related to the above listed improvements. It is anticipated that all of the above work will be completed by July 31, Road Agreement Pursuant to the Road Agreement dated as of January 26, 2006 among The Curators of the University of Missouri, the Initial Developer and St. Louis County, Missouri (the Road Agreement ), the Initial Developer agreed to construct the Original Transportation Project. -29-

34 The Curators of the University of Missouri agreed to grant utility easements as may be necessary. All parties agreed to cooperate with the Initial Developer to cause other municipalities to vacate certain existing roadways and The Curators of the University of Missouri agreed to use its statutory authority under Section of the Revised Statutes of Missouri if such vacation does not otherwise occur. Project. St. Louis County, Missouri agreed to prepare the preliminary plans for the Original Transportation The Curators of the University of Missouri agreed to dedicate a substantial portion of the necessary right of way for the Original Transportation Project. The agreements of The Curators of the University of Missouri under the Road Agreement are subject to the conditions and limitations set forth in the Road Agreement. Overview THE OFFICE BUILDINGS The Existing Building, which contains three floors plus a lower level, was substantially completed in March The total rentable area of the Existing Building is 316,541 square feet, as agreed to by NorthPark Partners ESI, LLC and ESI in a third amendment to the Existing Office Lease. The Existing Building is located within University Place/North Park, University of Missouri St. Louis Business, Technology and Research Park, an integrated research, development and office park located in St. Louis County and established by The Curators of the University of Missouri, a body politic and corporate, in order to promote cooperative relationships and to provide for shared resources between private individuals, companies and corporations and the University of Missouri St. Louis for the advancement of the University in carrying out its educational mission. The Existing Building is occupied by ESI. See THE OFFICE BUILDINGS Existing Office Lease and THE OFFICE BUILDINGS Express Scripts, Inc. below. The Expansion Building, which contains three floors with a lower lake level, was substantially completed on December 4, As agreed to by the Developer and ESI in an amendment to the Expansion Lease, the total rentable area for purposes of calculating the TDD Special Assessment is 181,870 square feet. The Expansion Building is located within the District and is located within University Place/North Park, University of Missouri St. Louis Business, Technology and Research Park. The Expansion Building is leased to ESI. See THE OFFICE BUILDINGS Expansion Lease and THE OFFICE BUILDINGS Express Scripts, Inc. Real Property Tax Abatement 353 Development Agreement; 353 Plan As contemplated by the Road Agreement, dated as of January 26, 2006, among the County, the Initial Developer and The Curators of the University of Missouri (the Road Agreement ), and pursuant to the 353 Development Agreement for the University Place NorthPark Redevelopment Area, by and among the City of Normandy, Missouri, the City of Cool Valley, Missouri, St. Louis County, Missouri and University Place NorthPark Redevelopment Corporation, recorded on June 6, 2007 in Book 17472, Page 2428 in the Office of the Recorder of Deeds of St. Louis County, Missouri (the 353 Development Agreement ), tax abatement has been obtained on the area covered under the Existing Office Lease (the Existing Office Lease Premises ) under Chapter 353 of the Revised Statutes of Missouri ( Chapter 353 ). -30-

35 The 353 Development Agreement implements a University Place NorthPark Redevelopment Plan, dated November 25, 2005 (the 353 Plan ), which was prepared by University Place NorthPark Redevelopment Corporation, an urban redevelopment corporation formed under Chapter 353 and affiliated with the Initial Developer. The 353 Plan contemplates, among other things, a Redevelopment Project to be constructed in phases within a Redevelopment Area located within an area that includes the Existing Office Lease Premises and a portion of the Expansion Lease Premises (as hereinafter defined) (such Redevelopment Area, the 353 Redevelopment Area ). The Redevelopment Project under the 353 Plan is to consist of the initial construction of an office building similar to the Existing Office Building and the possible construction in the future of an office building similar to the Expansion Building. The 353 Development Agreement permits the tax abatement under Chapter 353 to be implemented in phases, with the first phase being the Existing Office Lease Premises. Existing Building; Existing Office Lease Pursuant to the 353 Development Agreement, the Existing Office Lease Premises is not subject to assessment or payment of general ad valorem taxes imposed by the cities, counties and State of Missouri for a period of ten (10) years beginning January 1, 2008, except to the extent and in such amount as may be imposed upon the Exiting Office Lease Premises measured solely by the amount of the assessed valuation of the land portion of the Existing Office Premises, exclusive of the improvements, during calendar year Also pursuant to the 353 Development Agreement, for the next subsequent period of fifteen (15) years (commencing January 1, 2018), ad valorem taxes upon the Exiting Office Lease Premises shall be measured by the assessed valuation thereof as determined by the St. Louis County Assessor upon the basis of fifty percent (50%) of the true value of the Existing Office Lease Premises from year to year during such 15-year period. Pursuant to a fourth amendment to the Existing Office Lease, for each of the tax years and TDD fiscal years 2009 through 2031 that the term of the Existing Office Lease is in effect, ESI is obligated to pay, as additional rent, the amount of the applicable TDD Special Assessment set forth on an exhibit to such fourth amendment, which exhibit amounts conform to the amounts shown in the table showing the TDD Special Assessment imposed against the Existing Office Building, under the caption INTRODUCTION The TDD Revenues, payable as follows: (1) For each of the tax years and Fiscal Years 2009 through 2031 that the term of the Existing Office Lease is in effect, ESI shall make monthly installment payments of the TDD Special Assessment on or before the first day of each calendar month, without invoice from the landlord under the Existing Lease. (2) If ESI exercises its option to reduce space pursuant to the Existing Office Lease, then ESI s obligation to pay the TDD Special Assessment for the tax year during which such option was exercised, and for all subsequent tax years during the term of the Existing Office Lease, shall be reduced proportionately based upon the percentage of the Existing Building occupied by ESI during the relevant periods. Such additional rent paid by ESI shall only be applied by the landlord to the payment of the TDD Special Assessment. The fourth amendment to the Existing Office Lease defines Taxes as including, without limitation, any tax, assessment, or similar charge against the Existing Office Lease Premises, including any real property tax against the landlord s leasehold estate under the Initial Ground Lease, any special assessment against the landlord s leasehold estate under the Initial Ground Lease (including, without limitation the TDD Special Assessment), and any tax or assessment that the landlord is obligated to pay pursuant to the terms of the Initial Ground Lease. Taxes, as contemplated in such fourth amendment, are predicated on the present system of -31-

36 taxation in the State of Missouri. Therefore, if due to a future change in the method of taxation, any rent, franchise, use, profit or other tax shall be levied against the landlord in lieu of any charge which would otherwise constitute a Tax, such rent, franchise, use, profit or other tax shall be deemed to be a Tax for the purposes of the landlord. Taxes shall also include any tax, assessment or similar charge assessed by the Assessor against ESI s personal property situated in the Existing Office Lease Premises. Notwithstanding the foregoing, Taxes shall not include income or other taxes measured or determined based upon such landlord s income, or on income derived from mortgages or deeds of trust encumbering the Existing Office Lease Premises, or on any gain realized by such landlord in connection with the sale of the Existing Office Lease Premises, except to the extent, that the same is levied or assessed in substitution for ad valorem real property taxes. Pursuant to the fourth amendment to the Existing Office Lease, during the term of the Existing Office Lease, if any Taxes in addition to the TDD Special Assessment are levied against the Existing Office Lease Premises (defined in the Existing Office Lease individually, as an Additional Tax, and collectively, as Additional Taxes ), ESI shall also pay the landlord, as additional rent, the amount of such Additional Taxes. provided, however, that (i) ESI shall have no obligation to pay any Land Taxes (i.e., the amount of taxes payable during the first 10 years of the tax abatement period under the 353 Development Agreement based on the 2006 assessed value of the land portion of the Existing Office Lease Premises), and (ii) in the event that the landlord takes any action to cause the levy of any Additional Taxes, then such landlord shall be solely responsible for and pay such Additional Taxes without reimbursement from ESI. All such amounts payable by ESI shall be prorated for any portion of any tax year or Fiscal Year during the Lease term. ESI has the right to appeal any Additional Tax and the landlord is obligated to cooperate with ESI with respect to any such appeal. Expansion Building; Expansion Lease The premises covered by the Expansion Ground Lease (the Expansion Ground Lease Premises ) are located partially within the Village of Bellerive Acres, Missouri (the Village ) and partially outside of the Village. The portion of the Expansion Ground Lease Premises located outside of the Village is situated within the 353 Redevelopment Area. Pursuant to the 353 Development Agreement, the portion of the Expansion Ground Lease Premises situated within the 353 Redevelopment Area is not subject to assessment or payment of general ad valorem taxes imposed by the cities, counties and State of Missouri for a period of ten (10) years beginning January 1, 2009, except to the extent and in such amount as may be imposed upon such portion of the Expansion Ground Lease Premises situated within the 353 Redevelopment Area measured solely by the amount of the assessed valuation of the land portion of such area, exclusive of the improvements, valued as of January 1, 2007 (the Expansion Land Tax ). Also pursuant to the 353 Development Agreement, for the next subsequent period of fifteen (15) years (commencing January 1, 2009), ad valorem taxes upon the portion of the Expansion Ground Lease Premises situated within the 353 Redevelopment Area shall be measured by the assessed valuation thereof as determined by the St. Louis County Assessor upon the basis of fifty percent (50%) of the true value of such portion of the Expansion Ground Lease Premises from year to year during such 15-year period. As contemplated by the Road Agreement, and pursuant to the provisions of Article VI, Section 27, of the Missouri Constitution, as amended, and Sections through , inclusive, of the Revised Statutes of Missouri, as amended ( Chapter 100 ), the Village (a) entered into a Performance Agreement dated as of December 1, 2007 (the Performance Agreement ) with the Developer, (b) acquired a leasehold interest from the Developer in the portion of the Expansion Building Premises situated within the Village (such portion of the Expansion Building Premises to be hereinafter referred to as the Chapter 100 Expansion Parcel ), and (c) entered into a lease agreement (the Village Lease ) with the Developer whereby the Developer leases the Chapter 100 Expansion Parcel back from the Village. As stated in the Performance Agreement and pursuant to -32-

37 Chapter 100, so long as the Village owns leasehold title to the Chapter 100 Expansion Parcel and ownership of the improvements thereon (collectively, the Chapter 100 Project ), the Village expects that the Chapter 100 Project will continue to be exempt from ad valorem taxes on real property. The first year of the tax exemption period on the Chapter 100 Project began on January 1, The last year of such exemption shall be coterminous with the last year in which the Developer must make PILOT Payments pursuant to the Performance Agreement. PILOT Payments means payments in lieu of taxes as provided in the Performance Agreement. The Developer covenants and agrees that, during each year the Chapter 100 Project is exempt from ad valorem real property taxes by reason of the Village s ownership thereof, the Developer will make PILOT Payments in such amounts and at such times set forth in the Performance Agreement. Generally, the PILOT Payments payable under the Performance Agreement will be calculated in the same manner that general ad valorem taxes are calculated and assessed under Chapter 353 (i.e., during the first 10 years of tax abatement for the Chapter 100 Project, the PILOT payments under the Performance Agreement will be calculated based on then current general ad valorem tax rates applicable to the 2007 assessed value of the Chapter 100 Expansion Parcel only, and not the Chapter 100 Project, and during the balance of the term of the Performance Agreement, PILOT payments under the Performance Agreement will be calculated based on then current general ad valorem tax rates applicable to 50% of the true value of the Chapter 100 Expansion Parcel and Chapter 100 Project from year to year during such period). The Expansion Building is located in its entirety (exclusive of parking) on the Chapter 100 Expansion Parcel, and the Chapter 100 Project essentially is made up of the Expansion Building. Accordingly, so long as the Village Lease is in effect, it is expected that the Chapter 100 Expansion Parcel and the Chapter 100 Project will be exempt from ad valorem taxes on real property. The term of the Village Lease extends until 2033, unless terminated earlier subject to the provisions thereof. Pursuant to a first amendment to the Expansion Lease, for each of the tax years and the District s Fiscal Years 2009 through 2031 that the term of the Expansion Lease is in effect, ESI is obligated to pay, as additional rent, the amount of the applicable TDD Special Assessment set forth on an exhibit to such fourth amendment, which exhibit amounts conform to the amounts shown in the table showing the TDD Special Assessment imposed against the Expansion Office Building, under the caption INTRODUCTION The TDD Revenues, payable as follows: (1) ESI shall pay the applicable TDD Special Assessment within ten (10) business days after receipt of an invoice from the landlord for such amount; provided, however, such payments shall not be due prior to December 15th of the then-current tax or fiscal year. Notwithstanding the foregoing, ESI shall pay the applicable TDD Special Assessment in monthly installments if requested by the Developer, the Developer s lender or the lessor under the Ground Lease related to the Expansion Building. (2) If ESI exercises its option to reduce space pursuant to the Expansion Lease, then ESI s obligation to pay the TDD Special Assessment for the tax year during which such option was exercised, and for all subsequent tax years during the term of the Expansion Lease, shall be reduced proportionately based upon the percentage of the Expansion Building occupied by ESI during the relevant periods. Such additional rent paid by ESI shall only be applied by the landlord to the payment of the TDD Special Assessment. Throughout the term of the Expansion Lease, in addition to ESI s obligation to pay the TDD Special Assessment due and payable during such term, ESI is obligated to pay, subject to rights of appeal, the PILOT Payments due under the Performance Agreement and any and all other tax, assessment, or similar charge against the Expansion Lease Premises, including any real property tax against the landlord s leasehold estate -33-

38 under the Expansion Ground Lease, any special assessment against the landlord s leasehold estate under the Expansion Ground Lease, and any tax or assessment that the landlord is obligated to pay pursuant to the terms of the Expansion Ground Lease, subject to the following exceptions: (1) ESI is not obligated to pay any Expansion Land Tax or the PILOT Payment under the Performance Agreement calculated on the basis of the 2007 assessed value of the Chapter 100 Expansion Parcel only, and (2) ESI is not obligated to pay any income or other taxes measured or determined upon the landlord s income, or on income derived from mortgages or deeds of trust encumbering the Expansion Lease Premises, except to the extent, that the same is levied or assessed in substitution for ad valorem property taxes. Ground Leases Ground Lease relating to the Existing Building (the Initial Ground Lease ) Pursuant to the Initial Ground Lease, the Initial Developer leased approximately acres within the District (the Initial Ground Lease Property ), for a term commencing on October 31, 2005 and expiring on December 31, All rent for the entire term of the Initial Ground Lease has been prepaid. The Initial Ground Lease provides that the Initial Developer may use the Initial Ground Lease Property only for office, research, development and other uses permitted by the Protective Covenants. See THE OFFICE BUILDINGS Protective Covenants herein. The Initial Ground Lease obligates the Initial Developer, at its sole cost and expenses, to construct the Existing Building, to initially serve as corporate headquarters for ESI, together with structured parking. Any excise, transaction, sales or privilege tax now or hereafter imposed by any government or governmental agency upon The Curators of the University of Missouri on account of, attributed to or measured by rent or other charges payable by the Initial Developer or any sublessee shall be paid by the Initial Developer to The Curators of the University of Missouri. The Initial Developer shall fully pay and punctually discharge any governmentally imposed cost, expense or obligation, other than income taxes, by reason of the estate or interest of The Curators of the University of Missouri or the Initial Developer in the Ground Lease Property, in and under the Initial Ground Lease or by reason of or in any manner connected with or arising out of the possession, operation, maintenance, alteration, repair, rebuilding, use or occupancy of the Ground Lease Property as and when they are due and payable. Should the Initial Developer at any time (i) be in default under the Initial Ground Lease with respect to the payment of any rent or additional charges payable by the Initial Developer under the Initial Ground Lease and should such default continue for a period of thirty days after notice or (ii) be in breach of the terms and conditions of the Protective Covenants or be in default in the prompt and full performance of any other of its promises, covenants or agreements contained in the Initial Ground Lease and should such breach or default of performance continue for more than a reasonable time after notice (not to exceed 30 days unless the breach is incapable of cure within 30 days), then The Curators of the University of Missouri may treat the occurrence of any one or more of the foregoing events as a breach of the Initial Ground Lease and shall have the right to recovery of damages and equitable relief, including specific performance but not to termination of the Initial Ground Lease. The Initial Developer has assigned its interests in the Initial Ground Lease to various Delaware limited liability companies which are affiliates of Triple Net Properties, LLC. Ground Lease relating to the Expansion Building (the Expansion Ground Lease ) Pursuant to the Expansion Ground Lease, the Developer has leased approximately acres within the District (the Expansion Ground Lease Property ), for a term commencing on November 5, 2007 and expiring on December 31, All rent for the entire term of the Expansion Ground Lease has been prepaid. The Expansion Ground Lease provides that the Developer may use the Expansion Ground Lease Property only -34-

39 for office, research, development and other uses permitted by the Protective Covenants. See THE OFFICE BUILDINGS Protective Covenants herein. The Expansion Ground Lease obligates the Developer, at its sole cost and expenses, to construct the Expansion Building, to initially serve as an office building for ESI, together with structured parking. Any excise, transaction, sales or privilege tax now or hereafter imposed by any government or governmental agency upon The Curators of the University of Missouri on account of, attributed to or measured by rent or other charges payable by the Developer or any sublessee shall be paid by the Developer to The Curators of the University of Missouri. The Developer shall fully pay and punctually discharge any governmentally imposed cost, expense or obligation, other than income taxes, by reason of the estate or interest of The Curators of the University of Missouri or the Developer in the Expansion Ground Lease Property, in and under the Expansion Ground Lease or by reason of or in any manner connected with or arising out of the possession, operation, maintenance, alteration, repair, rebuilding, use or occupancy of the Expansion Ground Lease Property as and when they are due and payable. Should the Developer at any time (i) be in default under the Expansion Ground Lease with respect to the payment of any rent or additional charges payable by the Developer under the Expansion Ground Lease and should such default continue for a period of thirty days after notice or (ii) be in breach of the terms and conditions of the Protective Covenants or be in default in the prompt and full performance of any other of its promises, covenants or agreements contained in the Expansion Ground Lease and should such breach or default of performance continue for more than a reasonable time after notice (not to exceed 30 days unless the breach is incapable of cure within 30 days), then The Curators of the University of Missouri may treat the occurrence of any one or more of the foregoing events as a breach of the Expansion Ground Lease and shall have the right to recovery of damages and equitable relief, including specific performance but not to termination of the Expansion Ground Lease. Protective Covenants University Place/NorthPark, University of Missouri-St. Louis Business, Technology and Research Park ( University Place ), adjoining the campus of the University of Missouri-St. Louis, is being developed pursuant to the provisions of Section of the Revised Statutes of Missouri, as amended, which provides that The Curators of the University of Missouri may establish research, development and office park projects to promote cooperative relationships and to provide for shared resources between private individuals, companies and corporations and the University of Missouri, for the advancement of the University in carrying out its educational mission. The University s primary objective, as stated in the Protective Covenants, is to develop and promote a community of scientific and business excellence and innovative technology: (a) Attract business, technology and research-based activities. (b) Establish cooperative partnerships with qualified entities to accommodate and support the establishment and growth of compatible business, technology and research. (c) resources. Facilitate University Place tenants ability to contract for and access University (d) Facilitate technology transfer agreements and commercial applications between tenants and the University. -35-

40 (e) tenants. Provide opportunities for student internship and employment with University Place The University Place development is expected to promote and support activities that include life and plant sciences, health and health care; biosciences and biotechnology; information technologies; environmental sciences; transportation; education; communication; and business compatible with and complementary to University programs and University Place functions. The University Place Protective Covenants are intended to establish guidelines which enhance the formulation of the relationships between the University and tenants, as well as the establishment of a framework for the physical growth and development of University Place. The Protective Covenants are intended to foster the development of University Place pursuant to the Master Development Plan for University Place. The Master Development Plan is a component of the Campus Master Plan, which provides direction for short and long term decision making related to the future expansion and enhancement of the University. University Place is intended to accommodate uses and activities that contribute to the mission of the University of Missouri-St. Louis through mutually beneficial partnerships and relationships. Preferably when such educational partnerships and relationships are an integral part of the intended uses, the following are specific uses and activities that are permitted within the boundaries of University Place, as such boundaries exist and are subsequently expanded: (a) General office use, including regional and divisional headquarters and offices of companies and organizations, preferably technology-based or knowledge-driven. (b) Laboratories and related facilities intended for basic and applied research, development of technology-based products and services, or testing of technology-based products and services. (c) Technology-dependent or computer-based facilities dedicated to the processing of data and analysis of information. (d) Corporate and professional training facilities, encouraging maintenance of ongoing cooperative relationships with the University s faculty and administration. (e) Offices and related facilities of professional, training, research, scientific or engineering associations. Place. (f) Governmental and other facilities reasonably related to the mission of University (g) Services and retail uses incidental to, and in support of, any uses permitted in clauses (a) through (f) above, such as conference center, hotel, restaurant, financial institution, day-care center, and recreational facilities, designed to serve the University and the occupants of University Place. (h) Incidental operations required to maintain or support any uses permitted in clauses (a) through (f) above. No building or land in University Place shall be used for: -36-

41 (a) Manufacturing, distribution, service or storage operations, except as such operations are incidental to an approved and predominant use or activity permitted under the Protective Covenants and described above. (b) Facilities of the type that could cause an operational nuisance, such as excessive noise, noxious odors, or emission of environmentally hazardous effluents or gasses, or of such nature and design that they visually clutter or detract from the aesthetic environment of University Place and of the campus of the University of Missouri St. Louis. (c) Information-service or data processing facilities that strictly support internal corporate management functions, such as accounting or payroll, or call centers, except as such facilities are incidental to an approved and predominant use or activity permitted under Protective Covenants and described above, such as a patient care contact center operated by the Initial Site Occupant. (d) Outside storage, except as provided herein for trash enclosures. (e) Education uses which compete with the University of Missouri St. Louis, except as such facilities are incidental to an approved and predominant use or activity permitted under Protective Covenants and described above. (f) activities. Offices of organizations engaged primarily in political, lobbying, or promotional The Protective Covenants establish and impose architectural review and planning principles. By establishing these guidelines and procedures, the University is not attempting to limit creativity of design and development, but rather to establish the requirements necessary to achieve an attractive and consistent standard and architectural theme for individual developments within University Place. The guiding principles of University Place s design concept are as follows: (a) To create a business, technology and research campus setting that will be compatible with, complement, and enhance the adjoining campus of the University of Missouri-St. Louis; (b) To establish a sense of place as an entry to a major university campus, recognizing that parts of University Place provide the visual introduction to the University of Missouri-St. Louis campus from Interstate Highway 70, which becomes the front door for the campus, and that parts of University Place are the visible neighbors to the University s campus and its buildings; (c) To create a University Place development that establishes a suitable image which is compatible with the growing stature of the University of Missouri-St. Louis and its campus improvements and the Master Development Plan; (d) To maintain a compatible relationship with University Place s surroundings, including in particular the campus of the University of Missouri-St. Louis; and (e) To contribute to and enhance the economic development of the region, the area, St. Louis County and the surrounding communities. The intent is to create architectural aesthetics that will complement the University of Missouri-St. Louis campus and enhance its character and identity. Building volume, scale, proportion, materials, -37-

42 relationship to the site and surrounding areas, location and orientation on the site are important design elements that must be developed by qualified architects and engineers. Existing Office Lease Term Pursuant to the Existing Office Lease, ESI has subleased the Ground Lease Property for a term of approximately 10 and one half years from the Commencement Date. The Commencement Date occurred on May 4, ESI is granted two five year renewal terms. Use Pursuant to the Existing Office Lease, ESI may use the Existing Building for any lawful use; provided that the consent of the landlord is required for any utilization that would substantially increase the insurance or maintenance obligations of the landlord above those relating to the use of the premises as an office building or pharmaceutical distribution center. Notwithstanding the foregoing, ESI may not use, or permit any sub lessee to use the Existing Building for (a) any uses that are prohibited by the Initial Ground Lease; (b) any uses prohibited by any recorded restrictions applicable to the Existing Building; or (c) any uses prohibited by applicable law. Insurance The Existing Office Lease requires the landlord to maintain throughout the term of the Existing Office Lease (a) a so called all-risk property insurance policy covering the Existing Building (at its full replacement cost) including such other charges deemed necessary by the landlord, but excluding ESI s personal property, with a deductible which will not exceed $250,000 and (b) commercial general public liability insurance covering the landlord for claims arising out of liability for bodily injury, death, personal injury, advertising injury and property damage occurring in and about the Existing Building and otherwise resulting from any acts and operations of the landlord, its agents and employees, with minimum limits of $2,500,000 per occurrence and $2,500,000 general aggregate and (c) rent loss insurance, with limits that are required by any lender(s) of the landlord, or as are otherwise reasonably determined by the landlord (collectively, the Landlord s Policies ). All the Landlord s Policies will (a) be issued by an insurance company with a Best rating of A-: VIII or better and otherwise reasonably acceptable to ESI and will be licensed to do business in the state where the Existing Building is located; (b) provide that said insurance will not be canceled or materially modified unless 30 days prior written notice will have been given to ESI and (c) otherwise be in such form, and include such coverages, as ESI may reasonably require. The landlord will provide certificates of insurance, in a form reasonably acceptable to ESI, evidencing said the Landlord s Policies, to ESI upon commencement of the Existing Office Lease and renewals thereof will be delivered at least 10 days prior to the expiration of each Policy. The Existing Office Lease requires ESI to purchase, at its own expense, and keep in force at all times during the term of the Existing Office Lease (a) all-risk property insurance covering ESI s personal property and all tenant improvements, at its full replacement cost, with a deductible that will not exceed $250,000 and (b) commercial general liability insurance, including personal injury and property damage, in the amount of not less than $2,500,000 per occurrence and $2,500,000 general aggregate, and (c) comprehensive automobile liability insurance covering ESI against any losses arising out of liability for personal injuries or deaths of persons and property damage occurring in or about the Existing Building in the amount of not less than $1,000,000, combined single limit (collectively, the ESI s Policies ). The ESI s Policies will name the landlord, the landlord s property manager, the landlord s lender and any party holding an interest to which the Existing Office Lease may be subordinated as additional insureds. All ESI s Policies will (a) be issued by an insurance company with a Best rating of A-:VIII or better and otherwise reasonably acceptable to the landlord and will be licensed to do business in the state where the Existing Building is located; (b) provide that said -38-

43 insurance will not be canceled or materially modified unless 30 days prior written notice will have been given to the landlord and (c) otherwise be in such form, and include such coverages, as the landlord may reasonably require. ESI will provide certificates of insurance, in a form reasonably acceptable to the landlord, evidencing said ESI s Policies, to the landlord upon commencement of the Lease and renewals thereof will be delivered prior to the expiration of each Policy. The Existing Office Lease also requires the landlord and ESI to purchase and maintain, throughout the term of the Existing Office Lease, workers compensation insurance per the applicable state statutes covering all their respective employees. The Existing Office Lease also provides that to the extent permitted by law, and without affecting the coverage provided by insurance required to be maintained thereunder, the landlord and ESI each waive any right to recover against the other, and any right to recover against the property manager for the Existing Building, or against the officers, directors, shareholders, partners, joint venturers, employees, agents, managers, clients or business visitors of either party for (a) damages to property, (b) damages to all or any portion of the Existing Building, (c) claims arising by reason of the foregoing, to the extent such damages and claims are insured against, or required to be insured against, by the landlord or ESI under the Existing Office Lease or (d) claims paid by the landlord s or ESI s workers compensation carrier. Option to Reduce Space; Option to Terminate Early The Existing Office Lease gives ESI certain rights to reduce the space it is occupying in the west wing of the Existing Building. On the 79th, 91st and 103rd calendar months following the Commencement Date, ESI has the right to give back one full floor of space in the west wing of the Existing Building. ESI rights to give back space are limited to one full floor on each of the above dates, even if ESI chose not to exercise such rights during any previous give back date. If ESI gives back any such space, it is obligated to pay certain amounts to the Initial Developer. The Existing Office Lease also gives ESI the right to terminate the Existing Office Lease early, on the first day of the 103rd full calendar month following the Commencement Date, provided it has given the Initial Developer at least 18 months notice. If ESI exercises such right, it will be required to pay a certain termination fee to the Initial Developer. TDD Special Assessment For each of the tax years and the District s Fiscal Years 2008 through 2031 that the term of the Existing Office Lease is in effect, ESI shall pay, as additional rent, the amount of the TDD Special Assessment against the Existing Office Premises for such year to the landlord on or before December 31 of each year. See THE OFFICE BUILDINGS Real Property Tax Abatement and INTRODUCTION The TDD Revenues herein. ESI s obligations under the Existing Office Lease do not include the obligation to pay the TDD Special Assessment. ESI does have the obligation during the term of the Existing Office Lease to pay to the landlord, as additional rent, an amount equal to the TDD Special Assessment applicable to the Existing Office Building. Tenant Default The occurrence of any of the following events shall be deemed to be an event of default on ESI s part under the Existing Office Lease (a Default ): (i) ESI fails to pay when due any rent or other amount due to the landlord under the Existing Office Lease, and such failure continues for two (2) or more business days after written notice thereof to ESI; or -39-

44 (ii) ESI fails to carry or renew any insurance required to be maintained by ESI under the Existing Office Lease or fails to remedy or correct any hazardous condition, and such failure is not corrected within two (2) business days after written notice thereof to ESI, provided that if it reasonably takes longer than 2 business days to remedy or correct such hazardous condition, then ESI shall have the amount of time that it reasonably takes to cure such default, on condition that ESI has commenced curing the default within 2 business days after the default notice was given and is continuing diligent efforts to cure the default; or (iii) ESI fails to comply with any other term, provision or covenant of the Existing Office Lease (meaning one not described in clauses (i) or (ii) above), and such failure continues for thirty (30) days or more after written notice thereof to ESI, provided that if it reasonably takes longer than 30 days to cure such default, then ESI shall have the amount of time that it reasonably takes to cure such default, on condition that ESI has commenced curing the default within 30 days after the default notice was given and is continuing diligent efforts to cure the default; or (iv) ESI fails to vacate the Existing Building immediately upon termination of the Existing Office Lease, by lapse of time or otherwise, or upon termination of ESI s right to possession only; or (vi) The leasehold interest of ESI is levied upon under execution or is attached by process of law and ESI fails to contest diligently the validity of any lien or claimed lien and give sufficient security reasonably satisfactory to the landlord to insure payment thereof, or fails to satisfy any judgment rendered thereon and have the same released within sixty (60) days thereafter; or (vii) ESI becomes insolvent, admits in writing its inability to pay its debts generally as they become due, files a petition in bankruptcy or a petition to take advantage of any insolvency statute, makes an assignment for the benefit of creditors, makes a transfer in fraud of creditors, applies for or consents to the appointment of a receiver of itself or of the whole or any substantial part of its property, or files a petition or answer seeking reorganization or arrangement under the federal bankruptcy laws, as now in effect or hereafter amended, or any other applicable law or statute of the United States or any state thereof; or (viii) A court of competent jurisdiction enters an order, judgment or decree adjudicating ESI, a bankrupt, or appointing a receiver of ESI, or of the whole or any substantial part of its property, without the consent of ESI, or approves a petition filed against ESI, seeking reorganization or arrangement of ESI under the bankruptcy laws of the United States, as now in effect or hereafter amended, or any state thereof, and such order, judgment or decree is not vacated, set aside or stayed within sixty (60) days from the date of entry thereof, or ESI consents to or otherwise ceases to contest such order, judgment or decree. Subject to the limitations described in the paragraph below, upon the occurrence of a Default on ESI s part, the landlord may either (a) terminate the Existing Office Lease, or (b) terminate ESI s right of possession to the Existing Building without terminating the Existing Office Lease. In either event, the landlord shall have the right to dispossess ESI, or any other person in occupancy of the Existing Building, together with their property, and re-enter the Existing Building. Upon such re-entry, ESI shall be liable for all expenses incurred by the landlord in recovering the Premises. Notwithstanding any provision in the Existing Office Lease to the contrary, in no event shall the landlord s remedies include a right of termination of the Existing Office Lease or of ESI s right of possession of the Premises if ESI s failure to perform is the result of a good faith dispute as to ESI s rights and/or obligation(s) under the terms of the Existing Office Lease; provided further that if a default by ESI would have otherwise entitled the landlord to a termination right, such termination right shall be available if such default remains uncured for more than ten (10) days following written notice from the landlord following a final decision made in an adversary proceeding. -40-

45 Subject to provisions described above, in the event the landlord elects not to terminate the Existing Office Lease, but only to terminate ESI s right of possession to the Existing Building, the landlord may re-enter the Premises without process of law if ESI has vacated the Existing Building or, if ESI has not vacated the Existing Building, by an action for ejection, unlawful detainer, or other process of law. No such dispossession of ESI or re-entry by the landlord shall constitute or be construed as an election by the landlord to terminate the Existing Office Lease, unless the landlord delivers written notice to ESI specifically terminating the Existing Office Lease. Should the landlord elect not to exercise any of its rights in the event of a Default, it shall not be deemed a waiver of such rights as to subsequent Defaults. All of the aforesaid rights of the landlord shall be in addition to any remedies which the Developer may have at law or in equity. Expansion Lease Construction; Term Pursuant to the Expansion Lease, ESI has subleased the Expansion Ground Lease Premises for a term of approximately 10 years from the Commencement Date. ESI is granted two five year renewal terms. ESI also has the right to expand the Expansion Building. If such right is exercised, the primary term of the Expansion Lease will be extended to 10 years following the date ESI first begins paying rent on its expanded premises. The Developer constructed the Expansion Building pursuant to its obligations under the Expansion Lease. The Commencement Date occurred on January 1, Use Pursuant to the Expansion Lease, ESI may use the Expansion Building for any lawful use; provided that the landlord s consent is required for any utilization that would substantially increase the landlord s insurance or maintenance obligations above those relating to the use of the premises as an office building or pharmaceutical distribution center. If the Expansion Building becomes multi tenant, any change of use by ESI will also require the landlord s approval to ensure that the changed use is compatible with general office use. Notwithstanding the foregoing, ESI may not use, or permit any sub lessee to use the Expansion Building for (a) any uses that are prohibited by the Expansion Ground Lease; (b) any uses prohibited by any recorded restrictions applicable to the Expansion Building; (c) any uses prohibited by applicable law; or (d) any uses prohibited by or inconsistent with the Village Lease. See THE OFFICE BUILDINGS Real Property Tax Abatement Expansion Lease herein. Insurance The Expansion Lease requires the landlord to maintain throughout the term of the Expansion Lease (a) a so called all-risk property insurance policy covering the Expansion Building (at its full replacement cost) including such other charges deemed necessary by the landlord, but excluding ESI s personal property, and (b) commercial general public liability insurance covering the landlord for claims arising out of liability for bodily injury, death, personal injury, advertising injury and property damage occurring in and about the Expansion Building and otherwise resulting from any acts and operations of the landlord, its agents and employees, with minimum limits of $2,500,000 per occurrence and $2,500,000 general aggregate and (c) rent loss insurance, with limits that are required by any lender(s) of the landlord, or as are otherwise reasonably determined by the landlord (collectively, the Landlord s Policies ). All the Landlord s Policies will (a) be issued by an insurance company with a Best rating of A-: VIII or better and otherwise reasonably acceptable to ESI and will be licensed to do business in the state where the Expansion Building is located; (b) provide that said insurance will not be canceled or materially modified unless 30 days prior written notice will have been given to ESI and (c) otherwise be in such form, and include such coverages, as ESI may reasonably require. The landlord will provide certificates of insurance, in a form reasonably acceptable to ESI, evidencing said the -41-

46 Landlord s Policies, to ESI upon commencement of the Expansion Lease and renewals thereof will be delivered at least 10 days prior to the expiration of each Policy. The Expansion Lease requires ESI to purchase, at its own expense, and keep in force at all times during the term of the Expansion Lease (a) all-risk property insurance policy covering ESI s personal property and all ESI improvements, at its full replacement cost, with a commercially reasonable deductible and (b) commercial general liability insurance, including personal injury and property damage, in the amount of not less than $2,500,000 per occurrence and $2,500,000 general aggregate, and (c) comprehensive automobile liability insurance covering ESI against any losses arising out of liability for personal injuries or deaths of persons and property damage occurring in or about the Expansion Building in the amount of not less than $1,000,000, combined single limit (collectively, the ESI s Policies ). The ESI s Policies will name the landlord, the landlord s property manager, the landlord s lender and any party holding an interest to which the Expansion Lease may be subordinated as additional insureds. All ESI s Policies will (a) be issued by an insurance company with a Best rating of A-:VIII or better and otherwise reasonably acceptable to the landlord and will be licensed to do business in the state where the Expansion Building is located; (b) provide that said insurance will not be canceled or materially modified unless 30 days prior written notice will have been given to the landlord and (c) otherwise be in such form, and include such coverages, as the landlord may reasonably require. ESI will provide certificates of insurance, in a form reasonably acceptable to the landlord, evidencing said ESI s Policies, to the landlord upon commencement of the Lease and renewals thereof will be delivered prior to the expiration of each Policy. The Expansion Lease also requires the landlord and ESI to purchase and maintain, throughout the term of the Expansion Lease, workers compensation insurance per the applicable state statutes covering all their respective employees. The Expansion Lease also provides that to the extent permitted by law, and without affecting the coverage provided by insurance required to be maintained under the Expansion Lease, the landlord and ESI each waive any right to recover against the other, and any right to recover against the property manager for the Expansion Building, or against the officers, directors, shareholders, partners, joint venturers, employees, agents, managers, clients or business visitors of either party for (a) damages to property, (b) damages to all or any portion of the Expansion Building, (c) claims arising by reason of the foregoing, to the extent such damages and claims are insured against, or required to be insured against, by the landlord or ESI under the Expansion Lease or (d) claims paid by the landlord or ESI s workers compensation carrier. Option to Reduce Space; Option to Terminate Early The Expansion Lease gives ESI certain rights to reduce the space it is occupying in the Expansion Building. On the 85th and 97th calendar months following the Commencement Date, ESI has the right to give back the entire top floor of the Expansion Building. If ESI gives back such space, it is obligated to pay certain amounts to the landlord. The Expansion Lease also gives ESI the right to terminate the Expansion Lease early, on the first day of the 97th full calendar month following the Commencement Date, provided it has given the landlord at least 12 months notice. If ESI exercises such right, it will be required to pay a certain termination fee to the landlord. TDD Special Assessment For each of the tax years and the District s Fiscal Year 2009 through 2031 that the term of the Expansion Office Lease is in effect, ESI shall pay, as additional rent, the amount of the TDD Special Assessment against the Expansion Office Premises for such year to the landlord on or before December 31 of each year. See THE OFFICE BUILDINGS Real Property Tax Abatement and INTRODUCTION The TDD Revenues herein. -42-

47 ESI s obligations under the Expansion Lease do not include the obligation to pay the TDD Special Assessment. ESI does have the obligation during the term of the Expansion Lease to pay to the landlord, as additional rent, an amount equal to the TDD Special Assessment applicable to the Expansion Building. Tenant Default The occurrence of any of the following events shall be deemed to be an event of default on ESI s part under the Expansion Lease (a Default ): (i) ESI fails to pay when due any rent or other amount due to the landlord under the Expansion Lease, and such failure continues for two (2) or more business days after written notice thereof to ESI; or (ii) ESI fails to carry or renew any insurance required to be maintained by ESI under the Expansion Lease or fails to remedy or correct any hazardous condition, and such failure is not corrected within two (2) business days after written notice thereof to ESI, provided that if it reasonably takes longer than 2 business days to remedy or correct such hazardous condition, then ESI shall have the amount of time that it reasonably takes to cure such default, on condition that ESI has commenced curing the default within 2 business days after the default notice was given and is continuing diligent efforts to cure the default; or (iii) ESI fails to comply with any other term, provision or covenant of the Expansion Lease (meaning one not described in clauses (i) or (ii) above), and such failure continues for thirty (30) days or more after written notice thereof to ESI, provided that if it reasonably takes longer than 30 days to cure such default, then ESI shall have the amount of time that it reasonably takes to cure such default, on condition that ESI has commenced curing the default within 30 days after the default notice was given and is continuing diligent efforts to cure the default; or (iv) ESI fails to vacate the Expansion Building immediately upon termination of the Expansion Lease, by lapse of time or otherwise, or upon termination of ESI s right to possession only; or (vi) The leasehold interest of ESI is levied upon under execution or is attached by process of law and ESI fails to contest diligently the validity of any lien or claimed lien and give sufficient security reasonably satisfactory to the landlord to insure payment thereof, or fails to satisfy any judgment rendered thereon and have the same released within sixty (60) days thereafter; or (vii) ESI becomes insolvent, admits in writing its inability to pay its debts generally as they become due, files a petition in bankruptcy or a petition to take advantage of any insolvency statute, makes an assignment for the benefit of creditors, makes a transfer in fraud of creditors, applies for or consents to the appointment of a receiver of itself or of the whole or any substantial part of its property, or files a petition or answer seeking reorganization or arrangement under the federal bankruptcy laws, as now in effect or hereafter amended, or any other applicable law or statute of the United States or any state thereof; or (viii) A court of competent jurisdiction enters an order, judgment or decree adjudicating ESI, a bankrupt, or appointing a receiver of ESI, or of the whole or any substantial part of its property, without the consent of ESI, or approves a petition filed against ESI, seeking reorganization or arrangement of ESI under the bankruptcy laws of the United States, as now in effect or hereafter amended, or any state thereof, and such order, judgment or decree is not vacated, set aside or stayed within sixty (60) days from the date of entry thereof, or ESI consents to or otherwise ceases to contest such order, judgment or decree. Subject to the limitations described in the paragraph below, upon the occurrence of a Default on ESI s part, the landlord may either (a) terminate the Expansion Lease, or (b) terminate ESI s right of possession to the Expansion Building without terminating the Expansion Lease. In either event, the landlord shall have the -43-

48 right to dispossess ESI, or any other person in occupancy of the Expansion Building, together with their property, and re-enter the Expansion Building. Upon such re-entry, ESI shall be liable for all expenses incurred by the landlord in recovering the Premises. Notwithstanding any provision in the Expansion Lease to the contrary, in no event shall the landlord s remedies include a right of termination of the Expansion Lease or of ESI s right of possession of the Premises if ESI s failure to perform is the result of a good faith dispute as to ESI s rights and/or obligation(s) under the terms of the Expansion Lease; provided further that if a default by ESI would have otherwise entitled the landlord to a termination right, such termination right shall be available if such default remains uncured for more than ten (10) days following written notice from the landlord following a final decision made in an adversary proceeding. Subject to provisions described above, in the event the landlord elects not to terminate the Expansion Lease, but only to terminate ESI s right of possession to the Expansion Building, the landlord may re-enter the Premises without process of law if ESI has vacated the Expansion Building or, if ESI has not vacated the Expansion Building, by an action for ejection, unlawful detainer, or other process of law. No such dispossession of ESI or re-entry by the landlord shall constitute or be construed as an election by the landlord to terminate the Expansion Lease, unless the landlord delivers written notice to ESI specifically terminating the Expansion Lease. Should the landlord elect not to exercise any of its rights in the event of a Default, it shall not be deemed a waiver of such rights as to subsequent Defaults. All of the aforesaid rights of the landlord shall be in addition to any remedies which the landlord may have at law or in equity. The Developers The developer of the Existing Building was NorthPark Partners ESI, LLC, a Missouri limited liability company (the Initial Developer ). The sole members are CRG ESRX, LLC, a Missouri limited liability company (50% interest) and McEagle Northpark Partners ESI, LLC, a Missouri limited liability company (50% interest). The developer of the Expansion Building is NorthPark Partners ESI 2, LLC, a Missouri limited liability company (the Developer ). The sole members are CRG ESI 2, LLC, a Missouri limited liability company (50% interest) and McEagle Northpark Partners ESI 2, LLC, a Missouri limited liability company (50% interest). McEagle Northpark Partners ESI 2, LLC is the managing member of the Developer. The construction lender for the Expansion Building is Fifth Third Bank. In connection with the construction loan, certain individuals, on behalf of themselves and as trustees of certain trusts, have guaranteed repayment of the construction loan as well as a guaranty of completion of construction of the Expansion Building in accordance with the terms and conditions contained in the construction loan documents, free and clear of any and all liens of any kind. These guaranties are for the sole and exclusive benefit of the construction lender and may be enforced or waived by the construction lender in its sole discretion. Express Scripts, Inc. Publicly traded under the symbol ESRX, ESI is a pharmacy benefit manager, providing the pharmacy benefit for people through employers, managed care plans, unions and governmental entities. ESI is headquartered in St. Louis, Missouri, with major administrative offices in multiple states, including Minnesota, Pennsylvania, Arizona, New Jersey and Florida. Additional information with respect to ESI is available at scripts.com. -44-

49 Environmental Remediation Numerous Phase I Environmental Site Assessments were prepared with respect to the property on which the Existing Building is located. Potential environmental concerns were identified resulting from the prior use of a portion of the property by a nursery and the existence of demolition debris containing asbestos, lead-based paints and other contaminants, and fill material. As a result, the property was accepted into the Missouri Brownfields/Voluntary Cleanup Program. The remediation undertaken was the removal of unsuitable fill material on the property. The Developer and The Curators of the University of Missouri shared in the costs of this remediation. A Phase I Environmental Site Assessment was prepared by Environmental Operations, Inc., St. Louis, Missouri, in October 2007 with respect to the site of the Expansion Building. This assessment revealed no evidence of recognized environmental conditions except for the discovery of fill material in the eastern portion of such site. Environmental Operations, Inc. then conducted a Phase II Investigation, also in October A subsurface exploration was conducted on the eastern half of the site, including excavation of 12 test pits to evaluate the type of fill material located on site. Based on the exploration activities, building debris was not observed and no further action was recommended. The General Contractor A joint venture, known as Clayco/Paric NorthPark, served as the general contractor for the Existing Building and is serving as general contractor for the Expansion Building. The members of the joint venture are Paric Corporation and Clayco Construction Company, Inc. Clayco Construction Company, Inc. is an entity related to the managing member of one of the members of the Developer. See THE OFFICE BUILDINGS The Developers herein. Similar projects undertaken by Paric Corporation include: (a) the new 530,000 square foot MasterCard Global Technology Campus with over 1,700 parking spaces; (b) the 81,000 square foot facility for Westar and its subsidiaries, Aerospace Filtration Systems, Inc., and Westar Display Technologies, Inc., (c) the 70,000 square foot, two-story headquarters, office and research building for Nordyne, Inc., and (d) the five-level, 180,000 square foot BJC Hospital at Progress West with 72 private beds and several physician offices. Similar projects undertaken by Clayco Construction Company, Inc. include Fluor s 136,000 square foot corporate headquarters in Irving, Texas, the 80,000 square foot headquarters for Spectrum Brands (Rayovac), eight office buildings for Citimortgage and Magellan Health Services 238,000 square foot regional offices and accompanying 30,000 square foot nationwide data center. ABSENCE OF LITIGATION There is no controversy, suit or other proceeding of any kind pending or, to the District s knowledge, threatened wherein or whereby any question is raised or may be raised, questioning, disputing or affecting in any way the legal organization of the District or its boundaries, or the right or title of any of its officers to their respective offices, or the legality of any official act shown to have been done in connection with the issuance of the Series 2009 Bonds, or the constitutionality or validity of the Series 2009 Bonds, or any of the proceedings had in relation to the authorization, issuance or sale thereof. LEGAL MATTERS Legal matters incident to the authorization, issuance and sale of the Series 2009 Bonds are subject to the approving legal opinion of Armstrong Teasdale LLP, St. Louis, Missouri, Bond Counsel, whose approving opinion will be delivered with the Series 2009 Bonds. The expected form of such opinion is attached as -45-

50 Appendix B hereto. Certain legal matters will be passed upon for the Underwriter by Gilmore & Bell, P.C., St. Louis, Missouri. Certain legal matters will be passed upon for the District by its counsel, Armstrong Teasdale, LLP, St. Louis, Missouri. Certain legal matters will be passed upon for the Developer by Armstrong Teasdale LLP, St. Louis, Missouri, and Stone Leyton & Gershman, A Professional Corporation, Clayton, Missouri. See CERTAIN RELATIONSHIPS herein. Opinion of Bond Counsel TAX MATTERS Federal and Missouri Tax Exemption. In the opinion of Armstrong Teasdale LLP, Bond Counsel, under existing law, the interest on the Series 2009 Bonds (including any original issue discount properly allocable to an owner thereof) is excluded from gross income for federal and Missouri income tax purposes and is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations. As a result of the American Recovery and Reinvestment Tax Act of 2009, such interest will not be taken into account in determining adjusted current earnings for the purpose of computing the alternative minimum tax imposed on corporations (as defined for federal income tax purposes). The opinions set forth in this paragraph are subject to the condition that the District comply with all requirements of the Internal Revenue Code of 1986, as amended (the Code ), that must be satisfied subsequent to the issuance of the Series 2009 Bonds in order that interest thereon be, or continue to be, excluded from gross income for federal income tax purposes. The District has covenanted to comply with each such requirement. Failure to comply with certain of such requirements may cause the inclusion of interest on the Series 2009 Bonds in gross income for federal income tax purposes retroactive to the date of issuance of the Series 2009 Bonds. The Series 2009 Bonds are qualified tax-exempt obligations within the meaning of Section 265(b)(3) of the Code, and, in the case of certain financial institutions (within the meaning of Section 265(b)(5) of the Code), a deduction is allowed for 80 percent of that portion of such financial institution s interest expense allocable to interest on the Series 2009 Bonds. Bond Counsel expresses no opinion regarding other federal or Missouri tax consequences arising with respect to the Series 2009 Bonds. Original Issue Discount Bonds In the opinion of Bond Counsel, subject to the conditions set forth above, the original issue discount in the selling price of each Series 2009 Bond (hereinafter referred to as the OID Bonds ), to the extent properly allocable to each owner of such Series 2009 Bond, is excludable from gross income for federal income tax purposes with respect to such owner. Original issue discount is the excess of the stated redemption price at maturity of an OID Bond over the initial offering price to the public (excluding underwriters and intermediaries) at which price a substantial amount of the OID Bonds were sold. Under Section 1288 of the Code, original issue discount on tax-exempt bonds accrues on a compound basis. For an owner who acquires an OID Bond in this offering, the amount of original issue discount that accrues during any accrual period generally equals (i) the issue price of such OID Bond plus the amount of original issue discount accrued in all prior accrual periods, multiplied by (ii) the yield to maturity on such OID Bond (determined on the basis of compounding at the close of each accrual period and properly adjusted for the length of the accrual period), less (iii) any interest payable on such OID Bond during such accrual period. The amount of original issue discount so accrued in a particular accrual period will be considered to be received ratably on each day of the accrual period, will be excluded from gross income for federal income tax purposes, and will increase the owner s tax basis in such OID Bond. Any gain realized by an owner from a sale, exchange, payment or redemption of an OID Bond would be treated as gain from the sale or exchange of such Bond. Owners of OID Bonds should consult with their individual tax advisors to determine whether the application of the proposed original issue discount federal regulations will require them to include, for State and local income tax -46-

51 purposes, an amount of interest on the OID Bonds as income even though no corresponding cash interest payment is actually received during the tax year. Other Tax Consequences Prospective purchasers of the Series 2009 Bonds should be aware that there may be tax consequences of purchasing the Bonds other than those discussed under the caption TAX MATTERS Opinion of Bond Counsel, including the following: (1) Section 265 of the Code denies a deduction for interest on indebtedness incurred or continued to purchase or carry the Series 2009 Bonds, except with respect to certain financial institutions (within the meaning of Section 265(b)(5) of the Code); (2) with respect to insurance companies subject to the tax imposed by Section 831 of the Code, Section 832(b)(5)(B)(i) reduces the deduction for loss reserves by 15 percent of the sum of certain items, including interest on the Series 2009 Bonds; (3) interest on the Series 2009 Bonds earned by certain foreign corporations doing business in the United States could be subject to a branch profits tax imposed by Section 884 of the Code; (4) passive investment income, including interest on the Series 2009 Bonds, may be subject to federal income taxation under Section 1375 of the Code for Subchapter S corporations that have Subchapter C earnings and profits at the close of the taxable year, if greater than 25 % of the gross receipts of such Subchapter S corporation is passive investment income; and (5) Section 86 of the Code requires recipients of certain Social Security and certain Railroad Retirement benefits to take into account, in determining gross income, receipts or accruals of interest on the Series 2009 Bonds. Bond Counsel expresses no opinion regarding these tax consequences. Purchasers of Series 2009 Bonds should consult their own tax advisors as to the applicability of these tax consequences. UNDERWRITING Stifel, Nicolaus & Company, Incorporated (the Underwriter ) has agreed, subject to certain conditions, to purchase the Series 2009 Bonds from the District at an aggregate purchase price of $9,126, (which takes into account an original issue discount of $137, and an Underwriter s discount of $286,500.00). The Underwriter will be obligated to accept delivery and pay for all of the Series 2009 Bonds if any are delivered. The Series 2009 Bonds are being purchased by the Underwriter from the District in the normal course of the Underwriter s business activities. The Underwriter intends to offer the Series 2009 Bonds to the public at prices not in excess of the offering prices set forth on the inside cover page of this Official Statement. The Underwriter may allow concessions from the public offering prices to certain dealers, banks and others. After the initial public offering, the public offering prices may be varied from time to time by the Underwriter. -47-

52 CERTAIN RELATIONSHIPS Armstrong Teasdale LLP, Bond Counsel and the District s Counsel, has also represented the Underwriter in matters unrelated to the issuance of the Series 2009 Bonds but is not representing the Underwriter in connection with the issuance of the Series 2009 Bonds. Armstrong Teasdale LLP also represents the Developer with respect to the matters discussed under the captions THE OFFICE BUILDINGS Real Property Tax Abatement and THE TRANSPORTATION PROJECT The Road Agreement. NO RATINGS The District has not applied to Standard & Poor s, Moody s Investors Service, Inc. or any other similar rating service for a rating of the Series 2009 Bonds. MISCELLANEOUS Information set forth in this Official Statement has been furnished or reviewed by certain officials of the District and other sources, as referred to herein, which are believed to be reliable. Any statements made in this Official Statement involving matters of opinion, estimates or projections, 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 or projections will be realized. The descriptions contained in this Official Statement of the Series 2009 Bonds do not purport to be complete and are qualified in their entirety by reference thereto. The form of this Official Statement, and its distribution and use, has been approved by the District. Neither the District nor any of its officers or employees, in either their official or personal capacities, has made any warranties, representations or guarantees regarding the financial condition of the District or the District s ability to make payments required of it; and further, neither the District nor its officers, directors or employees assumes any duties, responsibilities or obligations in relation to the issuance of the Series 2009 Bonds other than those either expressly or by fair implication imposed on the District. UNIVERSITY PLACE TRANSPORTATION DEVELOPMENT DISTRICT By: Title: /s/ Larry Chapman Chair -48-

53 APPENDIX A DEFINITIONS AND SUMMARY OF THE PRINCIPAL DOCUMENTS In addition to the words and terms defined elsewhere in this Official Statement, the following are definitions of certain words and terms as used in the Indenture and this Official Statement. Annual Operating Fund Deposit means (a) during calendar year 2009, the amount of $60,000, and (b) during each calendar year thereafter, an amount not to exceed $20,000. Authorized Denominations means, $5,000 or any integral multiple thereof. Authorized District Representative means the Chair or Secretary/Treasurer of the District or such person authorized by the District to act on behalf of the District as evidenced by written certificate furnished to the Trustee, containing the specimen signature of such person and signed on behalf of the District by its Chair or Secretary/Treasurer. Such certificate may designate an alternate or alternates, each of whom shall be entitled to perform all duties of the Authorized District Representative. Beneficial Owner shall mean, whenever used with respect to a Bond, the Person in whose name such Bond is recorded as the beneficial owner of such Bond by a Participant on the records of such Participant, or such Person s subrogee. Bond Counsel means Armstrong Teasdale LLP, St. Louis, Missouri, or an attorney at law or a firm of attorneys of nationally recognized standing in matters pertaining to the tax-exempt nature of interest on obligations issued by states and their political subdivisions duly admitted to the practice of law before the highest court of any state of the United States of America or the District of Columbia, and which is selected by the District and is acceptable to the Trustee. Bonds means the Series 2009 Bonds and any bonds issued on a parity therewith. See SOURCES OF PAYMENT AND SECURITY FOR THE BONDS Additional Bonds herein. Business Day means any day other than (a) a Saturday, Sunday or any other day on which banking institutions in the city in which the principal corporate trust office or payment office of the Trustee is located are required or authorized by law to close or (b) a day on which the Securities Depository is closed. Cede & Co. means Cede & Co., the nominee of the Securities Depository, and any successor nominee of the Securities Depository with respect to the Bonds. Code means the Internal Revenue Code of 1986, as amended, and the applicable regulations, temporary regulations and proposed regulations thereunder. Costs of Issuance means all costs reasonably incurred in furtherance of the issuance of the Bonds, including but not limited to the issuance fees of the District, attorneys fees and expenses (including those of Bond Counsel and Underwriter s counsel), the fees and expenses of financial advisors and consultants (including with respect to any feasibility study), underwriting fee or discount, Trustee s fees, the costs of printing any Bonds and any official statements relating thereto, the costs of credit enhancement, if any, and the fees of any rating agency rating any Bonds. Debt Service Fund means the fund by that name created in the Indenture. Debt Service Reserve Fund means the fund by that name created in the Indenture. A 1

54 Debt Service Reserve Requirement means, as to the Series 2006 Bonds, the sum of $1,279,659.21; as to the Subordinate Series 2009 Bonds, the sum of $694,650.00; as to any additional bonds issued on a parity with the Senior Bonds the amount, if any, specified in the Supplemental Indenture under which they are authorized; and as to any additional bonds issued on a parity with the Bonds the amount, if any, specified in the Supplemental Indenture under which they are authorized. District means the University Place Transportation Development District, a transportation development district and a political subdivision of the State of Missouri, formed pursuant to the TDD Act. Event of Default means any event or occurrence defined as such in the Indenture. See SUMMARY OF THE INDENTURE Events of Default; Acceleration in this Appendix A. Fiscal Year means the fiscal year adopted by the District for accounting purposes, which as of the execution of the Indenture commences on January 1 and ends on December 31. Government Securities means direct obligations of, or obligations the payment of the principal of and interest on which are unconditionally guaranteed by, the United States of America and backed by the full faith and credit thereof. Indenture means the First Amended and Restated Trust Indenture between the District and the Trustee dated as of March 1, 2009, as amended or supplemented by any Supplemental Indenture. Investment Securities means any of the following securities purchased in accordance with the Indenture, if and to the extent the same are at the time legal for investment of the funds being invested: (a) Government Securities; (b) bonds, notes or other obligations of the State, or any political subdivision of the State, that at the time of their purchase are rated in either of the two highest rating categories by a nationally recognized rating service; (c) repurchase agreements with any bank, bank holding company, savings and loan association, trust company, or other financial institution organized under the laws of the United States or any state, including, without limitation, the Trustee or any of its affiliates, that are continuously and fully secured by any one or more of the securities described in clause (a) or (b) above and have a market value, exclusive of accrued interest, at all times at least equal to the principal amount of such repurchase agreement and are held in a custodial or trust account for the benefit of the District; (d) obligations of the Federal National Mortgage Association, the Government National Mortgage Association, the Federal Financing Bank, the Federal Intermediate Credit Corporation, Federal Banks for Cooperatives, Federal Land Banks, Federal Home Loan Banks, Farmers Home Administration and Federal Home Loan Mortgage Corporation; (e) certificates of deposit or time deposits, whether negotiable or nonnegotiable, issued by any bank or trust company organized under the laws of the United States or any state, including, without limitation, the Trustee or any of its affiliates, provided that such certificates of deposit or time deposits shall be either (1) continuously and fully insured by the Federal Deposit Insurance Corporation, or (2) continuously and fully secured by such securities as are described above in clauses (a) or (b) above, which shall have a market value, exclusive of accrued interest, at all times at least equal to the principal amount of such certificates of deposit or time deposits; A 2

55 (f) money market mutual funds that are invested in Government Securities or agreements to repurchase Government Securities; and (g) any other securities or investments that are lawful for the investment of moneys held in such funds or accounts under the laws of the State. Net Proceeds means all moneys on deposit (including investment earnings thereon) in (a) the TDD Special Assessment Trust Fund, less 1% of the TDD Special Assessment Revenues, which is retained by the District or its agent for the cost of collecting the TDD Special Assessment, and (b) subject to annual appropriation, the TDD Sales Tax Trust Fund, less 1% of the TDD Sales Tax Revenues, which is retained by the District or its agent for the cost of collecting the TDD Sales Tax Revenues. Net Proceeds do not include (i) any amount paid under protest until the protest is withdrawn or resolved against the taxpayer and (ii) any sum received by the District which is the subject of a suit or other claim communicated to the District which suit or claim challenges the collection of such sum. Operating Fund means the fund by that name created in the Indenture. Opinion of Counsel means a written opinion of an attorney or firm of attorneys addressed to the Trustee, for the benefit of the Trustee and the Owners, who may be (except as otherwise expressly provided in the Indenture) Bond Counsel, counsel to the District, the Owners or the Trustee, and who is acceptable to the Trustee. Order means that Judgment and Order Establishing a Transportation Development District entered by the Circuit Court of St. Louis County, Missouri on June 5, 2006, which was subsequently amended on September 6, Outstanding means, when used with reference to Senior Lien Bonds or the Bonds, as of a particular date, all Senior Lien Bonds or Bonds theretofore authenticated and delivered under the Indenture except: (a) Senior Lien Bonds or Bonds theretofore cancelled by the Trustee or delivered to the Trustee for cancellation; (b) Indenture; Senior Lien Bonds or Bonds which are deemed to have been paid in accordance with the (c) Senior Lien Bonds or Bonds alleged to have been mutilated, destroyed, lost or stolen which have been paid as provided in the Indenture; and (d) Senior Lien Bonds or Bonds in exchange for or in lieu of which other Senior Lien Bonds or Bonds have been authenticated and delivered pursuant to the Indenture. Owner means the Person in whose name any Senior Lien Bonds or Bond is registered on the Register. Participant means any broker-dealer, bank or other financial institution for which the Securities Depository holds Senior Lien Bonds or Bonds as securities depository. Paying Agent means the Trustee and any other bank or trust institution organized under the laws of any state of the United States of America or any national banking association designated by the Indenture as paying agent for the Senior Lien Bonds and Bonds at which the principal of and interest on such Senior Lien Bonds and Bonds shall be payable. A 3

56 Payment Date means each March 1 and September 1 with respect to Senior Lien Bonds and each April 1 and October 1 with respect to the Bonds. Person means any natural person, firm, partnership, association, corporation, limited liability company or public body. Pledged Revenues means the Net Proceeds transferred to the Trustee, plus any investment earnings thereon. Project Fund means the fund by that name created in the Indenture. Rebate Fund means the fund by that name created in the Indenture. Record Date for the interest payable on any Payment Date, means the 15th calendar day, whether or not a Business Day, of the calendar month immediately preceding such Payment Date. Register means the registration books of the District kept by the Trustee to evidence the registration, transfer and exchange of Bonds or Notes. Registrar means the Trustee when acting as such under the Indenture. Revenue Fund means the fund by that name created in the Indenture. Road Agreement means the Road Agreement dated as of January 26, 2006, among the County, the Developer and The Curators of the University of Missouri. Securities Depository means The Depository Trust Company, New York, New York or any successor thereto. Senior Lien Bonds means the Series 2006 Bonds and any additional bonds issued on a parity therewith. See SOURCES OF PAYMENT AND SECURITY FOR THE BONDS Additional Bonds herein. Series 2006 Bonds means the District s Transportation Sales Tax and Special Assessment Revenue Bonds, Series 2006, issued in the original aggregate principal amount of $13,415,000. Series 2009 Bonds means District s Subordinate Transportation Sales Tax and Special Assessment Revenue Bonds, Series 2009, issued in the aggregate principal amount of $9,550,000 for the purpose of (a) financing the Transportation Project, (b) funding a debt service reserve fund for the Series 2009 Bonds, and (c) paying the Costs of Issuance of the Series 2009 Bonds. State means the State of Missouri. Supplemental Indenture means any indenture supplemental or amendatory to the Indenture entered into by the District and the Trustee pursuant to the Indenture. Tax Compliance Agreement means, as to the Series 2006 Bonds, the Tax Compliance Agreement dated as of October 1, 2006, between the District and the Trustee, as the same may be amended or supplemented in accordance with the provisions thereof; as to the Series 2009 Bonds, the Tax Compliance Agreement dated as of March 1, 2009 between the District and the Trustee, as the same may be amended or supplemented in accordance with the provisions hereof; as to any additional bonds which are Senior Lien Bonds, any similar agreement entered into in connection therewith and as the same may be amended or supplemented in accordance with the provisions thereof; and to any additional bonds which are issued on a A 4

57 parity with the Bonds, any similar agreement entered into in connection therewith and as the same may be amended or supplemented in accordance with the provisions thereof. TDD Act means the Missouri Transportation Development District Act, Sections to of the Revised Statutes of Missouri, as amended. TDD Administrative Costs means an amount to be applied by the District to reasonable overhead expenses of the District for administration, supervision and inspection incurred in connection with the Transportation Project and paid out of the Operating Fund established pursuant to the Indenture. TDD Administrative Costs include without limitation the following: (a) reimbursement of the board of directors of the District for actual expenditures in the performance of duties on the behalf of the District pursuant to Section of the TDD Act; (b) expenses incurred in the exercise of the contractual powers of the District pursuant to Section of the TDD Act; (c) reimbursement of the petitioners for the costs of filing and defending the petition to establish the District and all publication and incidental costs incurred in obtaining the Court s certification of the petition pursuant to Section of the TDD Act; (d) costs related to any authorized indebtedness of the District, including the issuance and repayment of District obligations pursuant to Section of the TDD Act; (e) the cost of insurance obtained by the District pursuant to Section of the TDD Act; (f) the cost of any audit by the state auditor pursuant to Section of the TDD Act; and (g) expenses incurred by the District in the exercise of the powers granted under Section of the TDD Act, which consist of reasonable compensation of employees or contractors, suits by or against the District, the purchase of personal property necessary or convenient for the District s activities, and the collection and disbursement of funds for District activities. TDD Sales Tax means the transportation development district sales tax authorized by Section of the TDD Act and imposed by the District at a rate of one percent (1%), effective November 1, 2006 on all retail sales within the District that are subject to taxation pursuant to the provisions of Sections to of the Revised Statutes of Missouri, as amended, with certain exceptions listed in the TDD Act. TDD Sales Tax Account means the University Place Transportation Development District Sales Tax Account created by the Indenture. TDD Sales Tax Revenues means the revenues of the TDD Sales Tax deposited in the TDD Sales Tax Trust Fund. TDD Sales Tax Trust Fund means the fund established by the District pursuant to the TDD Act. TDD Special Assessment means the special assessment levied against each tract, lot or parcel of real property within the District. See THE DISTRICT TDD Revenues TDD Special Assessment herein. TDD Special Assessment Account means the University Place Transportation Development District Special Assessment Account created by the Indenture. TDD Special Assessment Revenues means the revenues of the TDD Special Assessment deposited in the TDD Special Assessment Trust Fund. Act. TDD Special Assessment Trust Fund means the fund established by the District pursuant to TDD Trust Estate means the Trust Estate described in the granting clauses of the Indenture. A 5

58 Trustee means UMB Bank, N.A., St. Louis, Missouri, and its successor or successors and any other association or corporation which at any time may be substituted in its place pursuant to and at the time serving as trustee under the Indenture. Underwriter means Stifel, Nicolaus & Company, Incorporated, the initial purchaser of the Bonds, and its successors or assigns. SUMMARY OF THE INDENTURE The following, in addition to the information contained above under the heading THE BONDS, summarizes certain provisions of the Indenture. This summary does not purport to be complete, and reference is made to the Indenture for the complete provisions thereof. Creation of Funds and Accounts The following funds of the District are created and established with the Trustee: (a) Revenue Fund, which shall contain a TDD Sales Tax Account and a TDD Special Assessment Account. (b) Debt Service Fund, which shall contain a Capitalized Interest Account, a Bond Payment Account, a Subordinate Bond Payment Account, a Redemption Account and a Subordinate Redemption Account. (c) Debt Service Reserve Fund, which shall contain a Senior Reserve Account and a Subordinate Reserve Account. (d) Project Fund, which shall contain a Project Account, a Subordinate Project Account, a Completion Account and a Costs of Issuance Account. (e) (f) Operating Fund. Rebate Fund. Each fund and account shall be maintained by the Trustee as a separate and distinct trust fund or account and the moneys therein shall be held, managed, invested, disbursed and administered as provided in the Indenture. All moneys deposited in the funds shall be used solely for the purposes set forth in the Indenture. The Trustee shall keep and maintain adequate records pertaining to each fund and all disbursements therefrom. Not later than the fifteenth calendar day of each month (or the next Business Day thereafter if the fifteenth is not a Business Day), the District shall: (i) Transfer all Net Proceeds as of the last day of the preceding month consisting of moneys held in the TDD Sales Tax Trust Fund to the Trustee and shall direct the Trustee in writing to deposit such sums into the TDD Sales Tax Account of the Revenue Fund; (ii) Transfer all Net Proceeds as of the last day of the preceding month consisting of moneys held in the TDD Special Assessment Trust Fund to the Trustee and shall direct the Trustee in writing to deposit such sums into the TDD Special Assessment Account of the Revenue Fund; and (iii) If the District has no Net Proceeds to transfer to the Trustee, so notify the Trustee and the Underwriter in writing. A 6

59 Unless the District has provided the notice described in clause (iii) above, the Trustee shall notify the District and the Underwriter of non-receipt, if the Trustee has not received such Net Proceeds by the 17th calendar day of each month (or if such date is not a Business Day, the next Business Day thereafter). Security for the Bonds The Bonds and the interest thereon shall be special, limited obligations of the District payable solely from the payable solely from Bond proceeds, Pledged Revenues and all moneys and securities from time to time held by the Trustee under the terms of the Indenture (except payments required to be made to meet the requirements of Section 148(f) of the Code) and any and all other property (real, personal or mixed) of every kind and nature from time to time hereafter, by delivery or by writing of any kind, pledged, assigned or transferred as and for additional security under the Indenture by the District or by anyone in its behalf or with its written consent, to the Trustee, as provided in the Indenture. The Bonds and the interest thereon shall not constitute debts or liabilities of the District, the City of Normandy, Missouri, the City of Cool Valley, Missouri, the Village of Bellerive Acres, Missouri, St. Louis County, Missouri, The Curators of the University of Missouri, the Missouri Highways and Transportation Commission, Bi State Development Agency of The Missouri Illinois Metropolitan District, the State or Missouri or any political subdivision thereof, and do not constitute an indebtedness within the meaning of any constitutional, charter or statutory debt limitation or restriction. No recourse shall be had for the payment of the principal of or interest on any of the Bonds or for any claim based thereon or upon any obligation, covenant or agreement contained in the Indenture, against any past, present or future elected official of the District or any trustee, officer, official, employee or agent of the District, as such, either directly or through the District or any successor to the District, under any rule of law or equity, statute or constitution or by the enforcement of any assessment or penalty or otherwise, and all such liability of any such official of the District, trustee, officer, official, employee or agent as such is expressly waived and released as a condition of and in consideration for the execution of the Indenture and the issuance of any of the Bonds. Annual Appropriation The District covenants and agrees that the officer of the District at any time charged with the responsibility of formulating budget proposals is hereby directed to include in the budget proposal submitted to the Board of Directors for each Fiscal Year a request for an appropriation of the TDD Sales Tax Revenues collected during such Fiscal Year for deposit and application as provided in the Indenture. If the Board of Directors has failed to adopt a budget by the first day of a Fiscal Year, the budget for the prior Fiscal Year shall continue. Pledge of TDD Special Assessment Revenues The District pledges all TDD Special Assessment Revenues to payment of the Senior Lien Bonds and the Bonds. The District covenants that it is duly authorized pursuant to the TDD Act and the laws of the State to impose, cause the collection of, and enforce the TDD Special Assessment. The District shall not change the scheduled payment dates thereof or reduce such TDD Special Assessment such that in any given year the debt service is not met on the Senior Lien Bonds and the Bonds. Revenue Fund Moneys on deposit in the Revenue Fund on the 20th day of each calendar month, except as otherwise provided below, (or if such day is not a Business Day, the immediately preceding Business Day) shall be A 7

60 applied by the Trustee to the extent necessary for the purposes and in the amounts as follows (first drawing on the TDD Sales Tax Account and then from the TDD Special Assessment Account): First, to the United States of America, when necessary, an amount sufficient to pay any arbitrage rebate owed pursuant to Section 148 of the Code, as directed in writing by the District in accordance with the Tax Compliance Agreement relating to the Senior Lien Bonds; Second, to the Bond Payment Account of the Debt Service Fund, an amount sufficient to pay the interest on the Senior Lien Bonds (taking into account moneys in the Capitalized Interest Account of the Debt Service Fund) on the next succeeding Payment Date applicable to the Senior Lien Bonds or, if the next succeeding Payment Date is March 1, the next two succeeding Payment Dates; Third, to the Bond Payment Account of the Debt Service Fund, an amount sufficient to pay the principal of and premium, if any, due on the Senior Lien Bonds by their terms on the next succeeding Payment Date applicable to the Senior Lien Bonds (whether by reason of maturity, mandatory sinking fund redemption or otherwise); Fourth, to the Series 2006 Account of the Debt Service Reserve Fund, an amount sufficient to restore amounts therein to the Debt Service Reserve Requirement applicable to the Senior Lien Bonds; Fifth, to the United States of America, when necessary, an amount sufficient to pay any arbitrage rebate owed pursuant to Section 148 of the Code, as directed in writing by the District in accordance with any Tax Compliance Agreement relating to the Bonds; Sixth, to the Subordinate Payment Account of the Debt Service Fund, an amount sufficient to pay the interest on the Bonds on the next succeeding Payment Date applicable to the Bonds or, if the next succeeding Payment Date is April 1, the next two succeeding Payment Dates; Seventh, to the Subordinate Payment Account of the Debt Service Fund, an amount sufficient to pay the principal of and premium, if any, due on the Bonds by their terms on the next succeeding Payment Date applicable to the Bonds (whether by reason of maturity, mandatory sinking fund redemption or otherwise); Eighth, to the Trustee or any Paying Agent, an amount sufficient for payment of fees and expenses (not to exceed $6,000 semiannually) which are due and owing to the Trustee or any Paying Agent, upon delivery to the District and the Trustee of an invoice for such amounts; Ninth, to the Subordinate Reserve Account of the Debt Service Reserve Fund, an amount sufficient to restore amounts therein to the Debt Service Reserve Requirement applicable to the Bonds; Tenth, to the Operating Fund, an amount equal to one twelfth of the Annual Operating Fund Deposit; and Eleventh, any remaining funds shall be transferred to the Subordinate Redemption Account and shall be applied to the payment of principal of and accrued interest on Bonds that are subject to redemption pursuant to the Indenture. See THE SERIES 2009 BONDS Redemption Provisions Special Mandatory Redemption herein. Upon the payment in full of the principal of and interest on the Senior Lien Bonds and the Bonds (or provisions have been made for the payment thereof as specified in the Indenture) and the fees, charges and expenses of the Trustee and any Paying Agent, and any other amounts required to be paid under the Indenture, A 8

61 all amounts remaining on deposit in the TDD Sales Tax Account of the Revenue Fund and the TDD Special Assessment Account of the Revenue Fund shall be paid to the District for disposition pursuant to the TDD Act. Debt Service Fund Except as otherwise provided in the Indenture, all amounts paid and credited to the Subordinate Bond Payment Account and the Subordinate Redemption Account (collectively, the Subordinate Accounts ) of the Debt Service Fund shall be expended solely for the payment of the principal of, redemption premium, if any, and interest on the Bonds as the same mature and become due or upon the redemption thereof. The District authorizes and directs the Trustee to withdraw (to the extent available) sufficient moneys from the Subordinate Accounts of the Debt Service Fund to pay the principal of and interest on the Bonds as the same become due and payable and to make said moneys so withdrawn available to the Paying Agent for the purpose of paying said principal of and interest on the Bonds. If no Senior Lien Bonds are Outstanding, the Trustee shall use any moneys remaining in the Debt Service Fund to redeem all or part of the Bonds Outstanding and interest to accrue thereon prior to such redemption, in accordance with and to the extent permitted by the Indenture, so long as said moneys are in excess of the amount required for payment of Bonds theretofore matured or called for redemption. If no Senior Lien Bonds are Outstanding, the Trustee, upon the written instructions from the District, signed by the Authorized District Representative, shall use moneys in the Redemption Account of the Debt Service Fund on a best efforts basis for the purchase of Bonds in the open market to the extent practical for the purpose of cancellation at prices not exceeding the principal amount thereof plus accrued interest thereon to the date of such purchase. Project Fund Moneys in the Completion Account and the Project Account of the Project Fund shall be disbursed by the Trustee from time to time, upon receipt of a written request of the Authorized District Representative containing the statements, representations and certifications set forth in the form of such request attached as an exhibit to the Indenture and otherwise substantially in such form, to pay, or reimburse the District for payment of, the costs of the Transportation Project. Any moneys remaining on deposit in the Completion Account of the Project Fund when a specified portion of the Transportation Project is completed, as evidenced by a certificate delivered by the Authorized District Representative to the Trustee, shall immediately be transferred by the Trustee to the Subordinate Project Account of the Project Fund. Any moneys remaining on deposit in the Subordinate Project Account of the Project Fund when the Transportation Project is completed, as evidenced by a certificate delivered by the Authorized District Representative to the Trustee, shall immediately be transferred by the Trustee to the Subordinate Redemption Account in the Debt Service Fund and used to redeem Bonds pursuant to the Indenture. See THE BONDS Redemption Provisions Excess Proceeds Redemption. Moneys on deposit in the Costs of Issuance Account of the Project Fund shall be disbursed, from time to time by the Trustee, upon receipt of a written request of the District signed by the Authorized District Representative and containing the statements, representations and certifications set forth in the form of such request attached as an exhibit to the Indenture and otherwise substantially in such form, for the sole purpose of paying Costs of Issuance. Any moneys remaining in the Costs of Issuance Account of the Project Fund six months after the date of issuance of the Bonds shall be deposited, without further authorization, into the Project Account of the Project Fund. In making such payments and disbursements, the Trustee may rely upon the written requests and any accompanying certificates and statements. The Trustee is not required to make any independent inspection or investigation in connection with the matters set forth in the written invoices or payment instructions nor with respect to any other disbursement made by it pursuant to the Indenture. The approval of each disbursement A 9

62 request by an Authorized District Representative shall constitute unto the Trustee and irrevocable determination that all conditions precedent to the payment of the specified amounts in the Project Fund have been completed. Rebate Fund There shall be deposited by the Trustee in the Rebate Fund such amounts as are required to be deposited therein pursuant to the Tax Compliance Agreement. Subject to the transfer provisions provided in the Indenture, all money at any time deposited in the Rebate Fund and any income earned thereon shall be held in trust, to the extent required to pay arbitrage rebate to the federal government of the United States of America, and neither the District nor the Owner of any Bonds shall have any rights in or claim to such money. Debt Service Reserve Fund Except as otherwise provided in the Indenture, moneys in the Subordinate Reserve Account of the Debt Service Reserve Fund shall be used by the Trustee without further authorization solely for the payment of the principal of and interest on the Bonds if moneys otherwise available for such purpose as provided in the Indenture are insufficient to pay the same as they become due and payable. If the balance of moneys in the Subordinate Bond Payment Account of the Debt Service Fund is insufficient to pay principal of or interest on the Bonds when due and payable, moneys in the Subordinate Reserve Account of the Debt Service Reserve Fund shall be transferred into the Debt Service Fund in an amount sufficient to make up such deficiency. The Trustee may use moneys in the Subordinate Reserve Account of the Debt Service Reserve Fund for such purpose whether or not the amount in the Debt Service Reserve Fund at that time equals the Debt Service Reserve Requirement. Such moneys shall be used first to make up any deficiency in the payment of interest and then principal. Moneys in the Subordinate Reserve Account of the Debt Service Reserve Fund shall also be used to pay the last Bonds becoming due unless such Bonds and all interest thereon be otherwise paid. The amount on deposit in the Subordinate Reserve Account of the Debt Service Reserve Fund shall be valued by the Trustee 40 days prior to each Payment Date (or if such date is not a Business Day, the immediately preceding Business Day). The Trustee shall give prompt written notice to the District if such amount is less than the Debt Service Reserve Requirement. For the purpose of determining the amount on deposit in the Subordinate Reserve Account of the Debt Service Reserve Fund, the value of any investments shall be valued at their fair market value (inclusive of accrued interest) on the date of valuation. Moneys in the Subordinate Reserve Account of the Debt Service Reserve Fund that are in excess of the Debt Service Reserve Requirement shall be deposited by the Trustee without further authorization in the Subordinate Redemption Account of the Debt Service Fund. The Indenture provides that after payment in full of the principal of, redemption premium, if any, and interest on the Senior Lien Bonds (or provision has been made for the payment thereof as specified in the Indenture), and the fees, charges and expenses of the Trustee and any Paying Agents and any other amounts required to be paid under the Indenture with respect to Senior Lien Bonds, all amounts remaining in the Senior Lien Reserve Account of the Debt Service Reserve Fund shall be deposited into the Revenue Fund. After payment in full of the principal of, redemption premium, if any, and interest on the Bonds (or provision has been made for the payment thereof as specified in the Indenture), and the fees, charges and expenses of the Trustee and any Paying Agents and any other amounts required to be paid under the Indenture, all amounts remaining in the Subordinate Debt Service Reserve Fund shall be paid to the District for application pursuant to the TDD Act. Operating Fund Money in the Operating Fund shall be disbursed by the Trustee from time to time upon receipt of a written request of the Authorized District Representative to pay costs of operating the District, maintaining the A 10

63 Project or paying the principal of or interest on the Bonds. As long as the Senior Lien Bonds are Outstanding, monies in the Operating Fund may not be used to pay any Bonds Outstanding. Nonpresentment of Bonds If any Bond is not presented for payment when the principal thereof becomes due, either at maturity or at the date fixed for redemption thereof, and provided the Trustee is holding sufficient funds for the payment thereof, all liability of the District to the Owner thereof for the payment of such Bond shall forthwith cease, terminate and be completely discharged, and thereupon it shall be the duty of the Trustee to hold such moneys, without liability for interest thereon, for the benefit of the Owner of such Bond who shall thereafter be restricted exclusively to such moneys, for any claim of whatever nature on such Owner's part under the Indenture or on, or with respect to, said Bond. Any moneys so deposited with and held by the Trustee not so applied to the payment of Bonds within one year after the date on which the same have become due shall be paid by the Trustee to the District without liability for interest thereon, free from the trusts created by the Indenture. Thereafter, Owners shall be entitled to look only to the District for payment, and then only to the extent of the amount so repaid by the Trustee. The District shall not be liable for any interest on the sums so paid to it and shall not be regarded as a trustee of such money. Investment of Moneys Moneys in all funds and accounts under any provision of the Indenture shall be continuously invested and reinvested by the Trustee in Investment Securities at the written direction of the District given by the Authorized District Representative or, if such written directions are not received, then in Investment Securities described in subparagraph (a) or (f) of the definition thereof. Moneys on deposit in all funds and accounts may be invested only in Investment Securities which mature or are subject to redemption at the option of the owner thereof prior to the date such funds are expected to be needed. The Trustee may make investments through its investment division or short-term investment department. All investments shall constitute a part of the fund and account from which the moneys used to acquire such investments have come. The interest accruing thereon and any profit realized from such Investment Securities shall be credited to the fund and account from which the moneys used to acquire such investments have come and upon receipt transferred to the Bond Payment Account (except from the Debt Service Reserve Fund if the amount of moneys an deposit therein is less than the Reserve Requirement) and any loss resulting from such Investment Securities shall be charged to the fund or account from which the moneys used to acquire such investments shall have been derived. The Trustee shall sell and reduce to cash a sufficient amount of investments in a fund or account whenever the cash balance therein is insufficient to pay the amounts required to be paid therefrom. The Trustee may transfer investments from any fund or account to any other fund in lieu of cash when required or permitted by the provisions of the Indenture. In determining the balance in any fund or account (except the Debt Service Reserve Fund, which shall be valued as provided in the Indenture and described above under the caption SUMMARY OF THE INDENTURE Debt Service Reserve Fund ), investments shall be valued at the lower of their original cost or their fair market value on the most recent Payment Date. The Trustee shall not be liable for any loss resulting from any investment made in accordance with the Indenture. Events of Default; Acceleration If any one or more of the following events occur, it is defined as and declared in the Indenture to be and to constitute an Event of Default : (a) default in the performance or observance of any of the covenants, agreements or conditions on the part of the District in the Indenture, the Tax Compliance Agreement, or in the Senior A 11

64 Lien Bonds contained, or if no Senior Lien Bonds are then Outstanding, in the Bonds contained, and the continuance thereof for a period of 30 days after written notice thereof has been given (i) to the District by the Trustee or (ii) to the Trustee (which notice of default the Trustee shall be required to accept) and the District by the Owners of not less than 25% in Senior Lien Bonds or Bonds, as applicable, then Outstanding; provided, however, if any default is such that it cannot be corrected within such 30-day period, it shall not constitute an Event of Default if corrective action is instituted by the District within such period and diligently pursued until the default is corrected; (b) the filing by the District of a voluntary petition in bankruptcy, or failure by the District to promptly lift any execution, garnishment or attachment of such consequence as would impair the ability of the District to carry on its operation, or adjudication of the District as bankrupt, or assignment by the District for the benefit of creditors, or the entry by the District into an agreement of composition with creditors, or the approval by a court of competent jurisdiction of a petition applicable to the District in any proceedings instituted under the provisions of federal bankruptcy law, or under any similar acts which may hereafter be enacted; (c) the failure to pay the principal of, redemption premium, if any, or interest on the Senior Lien Bonds when due; or (d) if no Senior Lien Bonds are Outstanding, the failure to pay the principal of or interest on the Bonds when due. The Trustee shall give written notice of any Event of Default to the District as promptly as practicable after the occurrence of an Event of Default of which the Trustee has notice as provided in the Indenture. If an Event of Default has occurred and is continuing, the Trustee may, and shall upon the written request of the Owners of a majority in aggregate principal amount of the Senior Lien Bonds then Outstanding, by notice in writing delivered to the District, declare the principal of all Senior Lien Bonds then Outstanding and the interest accrued thereon immediately due and payable. If no Senior Lien Bonds are Outstanding and an Event of Default has occurred and is continuing, the Trustee may, and shall upon the written request of the Owners of a majority in aggregate principal amount of the Bonds then Outstanding, by notice in writing delivered to the District, declare the principal of all Bonds then Outstanding and the interest accrued thereon immediately due and payable. Exercise of Remedies by the Trustee If an Event of Default has occurred and is continuing, the Trustee may pursue any available remedy at law or equity by suit, action, mandamus or other proceeding to enforce the payment of the principal of and interest on the Senior Lien Bonds and the Bonds then Outstanding, and to enforce and compel the performance of the duties and obligations of the District as set forth in the Indenture. If an Event of Default has occurred and is continuing, and if requested so to do by the Owners of not less than 25% in aggregate principal amount of the Senior Lien Bonds then Outstanding (or, if no Senior Lien Bonds are Outstanding, the Owners of not less than 25% in aggregate principal amount of the Bonds then Outstanding) and indemnified as provided in the Indenture, the Trustee shall be obligated to exercise such one or more of the rights and powers conferred by the Indenture as the Trustee, being advised by counsel, deems most expedient in the interests of the Owners; provided, however, that the Trustee shall not be required to take any action which in its good faith conclusion could result in personal liability to it. All rights of action under the Indenture or under any of the Bonds may be enforced by the Trustee without the possession of any of the Bonds or the production thereof in any trial or other proceedings relating thereto, and any such suit or proceeding instituted by the Trustee shall be brought in its name as Trustee without the necessity of joining as plaintiffs or defendants any Owner, and any recovery or judgment shall, A 12

65 subject to the Indenture, be for the equal benefit of all the Owners of the Outstanding Senior Lien Bonds or Bonds, as the case may be. Limitation on Exercise of Remedies by Bondowners No Owner shall have any right to institute any suit, action or proceeding in equity or at law for the enforcement of the Indenture or for the execution of any trust under the Indenture or for the appointment of a receiver or any other remedy under the Indenture, unless: and (i) (ii) a default has occurred of which the Trustee has notice as provided in the Indenture, such default has become an Event of Default, and (iii) the Owners of not less than 25% in aggregate principal amount of the Senior Lien Bonds then Outstanding (or, if no Senior Lien Bonds are Outstanding, the Owners of not less than 25% in aggregate principal amount of the Bonds then Outstanding) shall have made written request to the Trustee, shall have offered it reasonable opportunity either to proceed to exercise the powers granted in the Indenture or to institute such action, suit or proceeding in its own name, and shall have provided to the Trustee indemnity as provided in the Indenture, and (iv) the Trustee shall thereafter fail or refuse to exercise the powers granted in the Indenture or to institute such action, suit or proceeding in its own name; and such notification, request and indemnity are declared in every case, at the option of the Trustee, to be conditions precedent to the execution of the powers and trusts of the Indenture, and to any action or cause of action for the enforcement of the Indenture, or for the appointment of a receiver or for any other remedy under the Indenture, it being understood and intended that no one or more Owners shall have any right in any manner whatsoever to affect, disturb or prejudice the Indenture by its, his or their action or to enforce any right under the Indenture except in the manner provided in the Indenture, and that all proceedings at law or in equity shall be instituted, had and maintained in the manner provided in the Indenture and for the equal benefit of the Owners of all Bonds then Outstanding except as provided in the Indenture. Nothing in the Indenture, however, shall affect or impair the right of any Owner to payment of the principal of and interest on any Bond at and after its maturity or the obligation of the District to pay the principal of and interest on each of the Bonds to the respective Owners thereof at the time, place, from the source and in the manner expressed in the Indenture and in the Bonds. Remedies Cumulative No remedy conferred by the Indenture upon or reserved to the Trustee or to the Owners is intended to be exclusive of any other remedy, but each and every such remedy shall be cumulative and shall be in addition to any other remedy given to the Trustee or to the Owners under the Indenture or now or hereafter existing at law or in equity or by statute. Supplemental Indentures Without Consent of the Owners The District and the Trustee may from time to time, without the consent of or notice to any of the Owners, enter into such Supplemental Indenture or Supplemental Indentures as are not inconsistent with the terms and provisions of the Indenture, for any one or more of the following purposes: A 13

66 (a) to cure any ambiguity or formal defect or omission in the Indenture or to release property from the Trust Estate which was included by reason of an error or other mistake; (b) to grant to or confer upon the Trustee for the benefit of the Owners any additional rights, remedies, powers or authority that may lawfully be granted to or conferred upon the Owners or the Trustee or either of them; (c) to subject to the Indenture additional revenues, properties or collateral; (d) to modify, amend or supplement the Indenture or any indenture supplemental thereto in such manner as to permit the qualification of the Indenture under the Trust Indenture Act of 1939, as then amended, or any similar federal statute hereafter in effect, or to permit the qualification of the Senior Lien Bonds or the Bonds for sale under the securities laws of any state of the United States; (e) to provide for the refunding of any Senior Lien Bonds or Bonds in accordance with the terms of the Indenture; (f) to evidence the appointment of a separate trustee or the succession of a new trustee under the Indenture; (g) to authorize the issuance of any series of subordinate obligations and make such other provisions as provided in the Indenture with respect to the issuance of subordinate obligations ; (h) to make any other change which, in the sole judgment of the Trustee, does not materially adversely affect the security of the Owners. In exercising such judgment the Trustee may rely on an Opinion of Counsel. With Consent of the Owners In addition to Supplemental Indentures permitted as described above and subject to the terms and provisions contained in the Indenture, and not otherwise, with the written consent of the Owners of not less than a majority in aggregate principal amount of the Senior Lien Bonds then Outstanding (or, if no Senior Lien bonds are then Outstanding, the Owners of not less than a majority in aggregate principal amount of the Bonds then Outstanding), the District and the Trustee may from time to time enter into such other Supplemental Indenture or Supplemental Indentures as shall be deemed necessary and desirable by the District for the purpose of modifying, amending, adding to or rescinding, in any particular, any of the terms or provisions contained in the Indenture or in any Supplemental Indenture; provided, however, that nothing in the Indenture contained shall permit or be construed as permitting: (a) an extension of the maturity of the principal of or the scheduled date of payment of interest on any Bond; (b) any Bond; a reduction in the principal amount, redemption premium or any interest payable on (c) a privilege or priority of any Senior Lien Bond or Senior Lien Bonds over any other Senior Lien Bond or Senior Lien Bonds or a privilege or priority of any Bond or Bonds over any other Bond or Bonds; (d) a reduction in the aggregate principal amount of Senior Lien Bonds (or, if no Senior Lien Bonds are then Outstanding, Bonds) the Owners of which are required for consent to any such Supplemental Indenture; or A 14

67 (e) the modification of the rights, duties or immunities of the Trustee, without the written consent of the Trustee. If at any time the District requests the Trustee to enter into any such Supplemental Indenture for any of such purposes, the Trustee shall cause notice of the proposed execution of such Supplemental Indenture to be mailed by first-class mail to each Owner. Such notice shall briefly set forth the nature of the proposed Supplemental Indenture and shall state that copies thereof are on file at the principal corporate trust office of the Trustee for inspection by all Owners. If within 60 days or such longer period as shall be prescribed by the District following the mailing of such notice, the Owners of not less than a majority in aggregate principal amount of the Senior Lien Bonds Outstanding (or, if no Senior Lien bonds are then Outstanding, the Owners of not less than a majority in aggregate principal amount of the Bonds Outstanding) at the time of the execution of any such Supplemental Indenture have consented to and approved the execution thereof as provided in the Indenture, no Owner of any Bond shall have any right to object to any of the terms and provisions contained therein, or the operation thereof, or in any manner to question the propriety of the execution thereof, or to enjoin or restrain the Trustee or the District from executing the same or from taking any action pursuant to the provisions thereof. Upon the execution of any such Supplemental Indenture, the Indenture shall be and be deemed to be modified and amended in accordance therewith. Opinion of Bond Counsel Notwithstanding anything to the contrary in the Indenture, before the District and the Trustee enter into any Supplemental Indenture, there shall have been delivered to the Trustee an opinion of Bond Counsel stating that such Supplemental Indenture is authorized or permitted by the Indenture and the TDD Act, complies with their respective terms, will, upon the execution and delivery thereof, be valid and binding upon the District in accordance with its terms and will not adversely affect the exclusion from federal gross income of interest on any Senior Lien Bonds or Bonds then Outstanding. Resignation or Removal of the Trustee The Trustee and any successor Trustee may at any time resign from the trusts created by the Indenture by giving 30 days written notice to the District and the Owners. If at any time the Trustee ceases to be eligible in accordance with the provisions of the Indenture, it shall resign immediately in the manner provided in the Indenture. The Trustee may be removed for cause or without cause at any time by an instrument or concurrent instruments in writing delivered to the Trustee and signed by the Owners of a majority in aggregate principal amount of Senior Lien Bonds then Outstanding (or, if no Senior Lien Bonds are then Outstanding, the Owners of a majority in aggregate principal amount of Bonds then Outstanding). If no Event of Default has occurred and is continuing or no condition exists which with the giving of notice or the passage of time or both will become an Event of Default as provided in the Indenture, the Trustee may be removed for cause (including the failure of the Trustee and the District to agree on the reasonableness of the fees and expenses of the Trustee under the Indenture) at any time by an instrument or concurrent instruments in writing delivered to the Trustee by the District. The District or the Owners of a majority in aggregate principal amount of the Senior Lien Bonds then Outstanding (or, if no Senior Lien Bonds are then Outstanding, the Owners of a majority in aggregate principal amount of Bonds then Outstanding) may at any time petition any court of competent jurisdiction for the removal for cause of the Trustee. No resignation or removal of the Trustee shall become effective until a successor Trustee has been appointed pursuant to the Indenture and accepted its appointment pursuant to the Indenture. Appointment of Successor Trustee If the Trustee resigns or is removed, or otherwise becomes incapable of acting under the Indenture, or if it is taken under the control of any public officer or officers or of a receiver appointed by a court, a successor Trustee may be appointed by the Owners of a majority in aggregate principal amount of Senior Lien Bonds then Outstanding (or, if no Senior Lien Bonds are then Outstanding, the Owners of a majority in aggregate A 15

68 principal amount of Bonds then Outstanding), by an instrument or concurrent instruments in writing; provided, nevertheless, that in case of such vacancy the District, by an instrument executed and signed by the Authorized District Representative, may appoint a temporary Trustee to fill such vacancy until a successor Trustee is appointed by the Owners in the manner above provided; and any such temporary Trustee so appointed by the District shall immediately and without further acts be superseded by the successor Trustee so appointed by such Owners. If a successor Trustee or a temporary Trustee has not been so appointed and accepted such appointment within 30 days of a notice of resignation or removal of the current Trustee, the retiring Trustee may petition a court of competent jurisdiction for the appointment of a successor Trustee to act until such time, if any, as a successor has so accepted its appointment. Qualifications of Trustee and Successor Trustees The Trustee and every successor Trustee appointed under the Indenture shall be a trust institution or commercial bank qualified to do business in the State, shall be in good standing and qualified to accept such trusts, shall be subject to examination by a federal or state bank regulatory authority, and shall have a reported capital and surplus of not less than $25,000,000, or must provide a guaranty of the full and prompt performance by the Trustee of its obligations under the Indenture and any other agreements made in connection with the Bonds, on terms satisfactory to the District, by a guarantor with such combined capital and surplus. If such institution publishes reports of conditions at least annually pursuant to law or regulation, then for the purposes of the Indenture the capital and surplus of such institution shall be deemed to be its capital and surplus as set forth in its most recent report of condition so published. SUMMARY OF THE CONTINUING DISCLOSURE AGREEMENT The following summarizes certain provisions of the Continuing Disclosure Agreement. This summary does not purport to be complete, and reference is made to the Continuing Disclosure Agreement for the complete provisions thereof. The District has covenanted in the Continuing Disclosure Agreement to make available certain financial and operating information on an ongoing basis while the Series 2009 Bonds remain outstanding, in accordance with the requirements of Rule 15c2 12 (the Rule ) promulgated by the Securities and Exchange Commission. The District has agreed to provide: 1. To each Repository the audited financial statements for the prior fiscal year (or unaudited financial statements if the audited financial statements are not timely available) and certain information and data relating to the District and its operations. Such information and data shall be information as to the actual TDD Special Assessment imposed each year, in the aggregate and by parcel within the District and the aggregate TDD Sales Tax Revenues received by the District; and updates, as of March 31 of each calendar year, of the actual TDD Special Assessment collected in the aggregate and by parcel within the District. Such information shall be made available within 180 days after the end of each fiscal year, beginning in fiscal year ending December 31, Promptly upon the occurrence thereof, to each Repository notice of the occurrence of any of the following events with respect to the Series 2009 Bonds, if material: a. Principal and interest payment delinquencies; b. Non payment related defaults; c. Unscheduled draws on debt service reserves reflecting financial difficulties; d. Unscheduled draws on credit enhancements reflecting financial difficulties; e. Substitution of credit or liquidity providers, or their failure to perform; A 16

69 f. Adverse tax opinions or events affecting the tax exempt status of the Series 2009 Bonds; g. Modifications to rights of owners of the Series 2009 Bonds; h. Series 2009 Bond calls (other than mandatory sinking fund redemptions or redemptions at maturity); i. Defeasances; j. Release, substitution or sale of property securing repayment of the Series 2009 Bonds; or k. Rating changes. 3. In a timely manner, to each Repository notice of a failure (of which the District has knowledge) to provide the required annual financial information on or before the date specified in its written continuing disclosure undertaking. As used in this caption, (a) Repository means, until June 30, 2009, each National Repository, and on and after July 1, 2009, the MSRB; (b) National Repository means any Nationally Recognized Municipal Securities Information Repository for purposes of the Rule; and (c) MSRB means the Municipal Securities Rulemaking Board. The District may amend its disclosure obligations provided that the District receives an opinion from nationally recognized bond counsel to the effect that such modifications are in compliance with the Rule. If the District fails to comply with its disclosure obligations, any holder or Beneficial Owner of the Series 2009 Bonds may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the District to comply with its obligations. A default by the District in its disclosure obligations shall not be deemed a default under the Indenture and the sole remedy shall be an action to compel performance. * * * * * A 17

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71 APPENDIX B FORM OF OPINION OF BOND COUNSEL University Place Transportation Development District St. Louis County, Missouri Stifel Nicolaus & Company, Incorporated St. Louis, Missouri UMB Bank, N.A., as Trustee St. Louis, Missouri Re: $9,550,000 University Place Transportation Development District, Subordinate Transportation Sales Tax and Special Assessment Revenue Bonds, Series 2009 Ladies and Gentlemen: We have acted as bond counsel in connection with the issuance by the University Place Transportation Development District (the District ) of the above-captioned bonds (the Bonds ), pursuant to a First Amended and Restated Trust Indenture dated as of March 1, 2009 (the Indenture ) by and between the District and UMB Bank, N.A., as trustee (the Trustee ). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Indenture. We have examined the law and such certified proceedings and other documents as we deem necessary to render this opinion. As to questions of fact material to our opinion we have relied upon the certified proceedings and other certifications of public officials furnished to us without undertaking to verify the same by independent investigation. Based upon and subject to the foregoing, we are of the opinion, under existing law, as follows: 1. The Bonds have been duly authorized, executed and delivered by the District and are valid and legally binding special obligations of the District, payable solely from Bond proceeds and Pledged Revenues held by the Trustee pursuant to the Indenture. The Bonds and the interest thereon do not constitute a general obligation of the District, nor do they constitute an indebtedness of the District, the City of Normandy, Missouri, the City of Cool Valley, Missouri, the Village of Bellerive Acres, Missouri, St. Louis County, Missouri, The Curators of the University of Missouri, the Missouri Highways and Transportation Commission, Bi State Development Agency of The Missouri Illinois Metropolitan District, the State or Missouri or any political subdivision thereof, and do not constitute an indebtedness within the meaning of any constitutional, charter or statutory debt limitation or restriction, and the taxing power of the District is not pledged to the payment of the Bonds. 2. The Indenture has been duly authorized, executed and delivered by the District and constitutes the valid and legally binding agreement of the District enforceable against the District in accordance with the provisions thereof. B 1

72 3. The interest on the Bonds (including any original issue discount properly allocable to an owner thereof) is excluded from gross income for federal and Missouri income tax purposes and is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations. As a result of the American Recovery and Reinvestment Tax Act of 2009, such interest will not be taken into account in determining adjusted current earnings for the purpose of computing the alternative minimum tax imposed on corporations (as defined for federal income tax purposes). The opinions set forth in this paragraph are subject to the condition that the District comply with all requirements of the Internal Revenue Code of 1986, as amended (the Code ), that must be satisfied subsequent to the issuance of the Bonds in order that interest thereon be, or continue to be, excluded from gross income for federal income tax purposes. The District has covenanted to comply with each such requirement. Failure to comply with certain of such requirements may cause the inclusion of interest on the Bonds in gross income for federal income tax purposes retroactive to the date of issuance of the Bonds. The Bonds are qualified tax-exempt obligations within the meaning of Section 265(b)(3) of the Code, and, in the case of certain financial institutions (within the meaning of Section 265(b)(5) of the Code), a deduction is allowed for 80 percent of that portion of such financial institutions interest expense allocable to interest on the Bonds. We express no opinion regarding other federal or Missouri tax consequences arising with respect to the Bonds. The rights of the owners of the Bonds and the enforceability of the Bonds and the Indenture may be subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors rights heretofore or hereafter enacted to the extent applicable and their enforcement may be subject to the exercise of judicial discretion in appropriate cases. By rendering this opinion, we do not undertake to advise you further of any changes in law or fact which may occur or come to our attention after the date hereof. Very truly yours, B 2

73 APPENDIX C MAP OF THE DISTRICT C 1

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75 APPENDIX D PHOTOGRAPH OF THE OFFICE BUILDINGS D 1