Birmingham-Jefferson Civic Center Authority

Notice of Replacement dated July 10, 2018 regarding

Preliminary Official Statement dated July 9, 2018

with respect to

BIRMINGHAM-JEFFERSON CIVIC CENTER AUTHORITY

$67,535,000* $9,435,000* Special Tax Bonds (Subordinate Lien), Special Tax Bonds (Subordinate Lien), Series 2018B Taxable Series 2018C

The Preliminary Official Statement dated July 9, 2018 (the “Preliminary Official Statement”) relating to the issuance of the Special Tax Bonds (Subordinate Lien), Series 2018B and the Special Tax Bonds (Subordinate Lien), Taxable Series 2018C (together, the “Bonds”) by the Birmingham-Jefferson Civic Center Authority (the “Authority”) has been replaced by the version attached hereto. The attached version corrects information with respect to the corporate sponsor agreements relating to the Series 2018F Bond described in the Preliminary Official Statement. The corrected information appears under the following headings in APPENDIX A:

“MANAGEMENT’S PROJECTIONS – Assumptions Regarding Projections – Funding Agreements, Corporate Sponsorships and Other Contractual Arrangements”

“THE PLAN OF FINANCING – Issuance of Series 2018 Bonds – Series 2018F Bond”

“DESCRIPTION OF SOURCES OF PAYMENT FOR SERIES 2018 BONDS – Corporate Sponsorship and Other Contractual Arrangements – Naming Rights Agreement”

The Series 2018F Bond is being issued to evidence a direct loan from Regions Bank. The Series 2018F Bond is not being publicly offered.

ADDITIONAL INFORMATION

For further information during the initial offering period with respect to the Bonds, contact Matt Adams, Raymond James & Associates, Inc., 2900 Highway 280, Suite 100, Birmingham, Alabama 35223 (telephone: (205) 802-4275).

* Preliminary; subject to change.

This Preliminary Official Statement has not been approved by the Authority, and the information herein is subject to completion and amendment without notice. Under no circumstances shall this Preliminary Official Statement constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the Bonds in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. A definitive Official Statement will be made available prior to the delivery of these securities. Appendix D. as hereto attached are counsel bond of opinions the of forms proposed The Alabama. of State the by taxation income from exempt is Bonds the on interest law existing under that counsel bond of opinion the also is It taxation. income expressed. Interest on the Series 2018C Bonds is not excluded from gross income of the holders for purposes of federal conclusions the and opinion the of scope the of understanding complete a for entirety its in read be should and bonds “Tax such of status under tax the of described aspects these address will exceptions Bonds 2018B Series or the for counsel limitations bond of opinion to The Status”. subject corporations, and individuals on imposed tax minimum purposes of federal income taxation and (ii) will not be an item of tax preference for purposes of the federal alternative by theircounsel,Balch&BinghamLLP,Birmingham,Alabama. Waldrep Stewart & Kendrick, LLC, Birmingham, Alabama. Certain legal matters will be passed upon for the counsel, Underwriters its by Authority the for upon passed be will matters legal Certain conditions. other certain and Counsel, Bond received by the Underwriters subject to the approving opinion of Maynard, Cooper & Gale, P.C., Birmingham, Alabama, Depository TrustCompany(“DTC”).TheBondsareexpectedtobedeliveredonoraboutAugust____,2018. rates, paymentdatesandauthorizeddenominations,isshownontheinsidecoverofthisOfficialStatement. Authority hasnotaxingpower. subdivision oftheStateispledgedtopaymentprincipalof,premium,ifany,orinterestonBonds. The the full faith and credit nor the general taxing powers of the State of Alabama, the City, the County, or any political

Bonds willalsobeusedtopaycostsofissuancetheBonds.See“ the of Proceeds Authority. the of indebtedness outstanding certain refund and complex center civic Authority’s the at *Preliminary; subjecttochange. N funds createdbytheIndenture.See“ special the in deposit on investments and moneys the of pledge a by secured be also will Bonds The Authority. the of obligations lien senior certain of payment the to taxes of lieu in payments and taxes such of pledge prior a to however, subordinate, and subject Authority, the by collected taxes of lieu in payments certain and County, Jefferson in levied taxes receipts gross and taxes license or privilege special certain of proceeds the in interest security a and of pledge a (the “Trustee”). trustee as Bank, Regions and Authority the between and by “Indenture”) (the 2018 August 1, dated Lien) (Subordinate

ew I Risk Factors.Foradescriptionofcertain risksinvolvedinaninvestmenttheBonds,see“ for holders the of income gross in included be not will (i) Bonds 2018B Series the on Interest Tax Status. and Authority the by issued if and as when, form only book-entry in offered are Bonds The Legal Opinions. The by maintained system entry book the under issued being are Bonds The Form and Dateof Delivery. Redemption. TheBondsaresubjecttoredemptionpriormaturityashereindescribed. Pricing TermsandPaymentDates. Pricing information for the Bonds, including principal maturities, interest The BondsarenotgeneralobligationsoftheAuthority,CityBirminghamorJeffersonCountyandneither Underwriters. TheBondsarebeingpurchased fromtheAuthorityby Proceeds of the Bonds will be used by the Authority to finance certain capital projects capital certain finance to Authority the by used be will Bonds the of Proceeds Purpose ofFinancing. Bond Issuer.TheBondsarebeingissuedbytheBirmingham-JeffersonCivicCenterAuthority(the“Authority”). Date ofOfficial Statement.Thedateofthis OfficialStatementisJuly ____,2018. The Bonds will be limited obligations of the Authority payable solely from and secured by secured and from solely payable Authority the of obligations limited be will Bonds The Source ofPayment. Indenture Trust certain that by secured and to pursuant issued be will Bonds The Authorizing Document. ssue Special -B ook L T oop ax Bonds(Subordinate -E R ntry Birmingham-Jeffer aymond James Series 2018B $67,535,000* C Preliminary Official Statement dated July 9, 2018 O apital nly

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$67,535,000* Special Tax Bonds (Subordinate Lien), Series 2018B

PRICING INFORMATION

Maturity Principal Interest (July 1) Amount Rate Yield Price CUSIP

$9,435,000* Special Tax Bonds (Subordinate Lien), Taxable Series 2018C

PRICING INFORMATION

Maturity Principal Interest (July 1) Amount Rate Yield Price CUSIP

Date of Bonds. The Bonds will be dated as of the date of their initial delivery. There will be no accrued interest payable as part of the initial offering price.

Authorized Denominations. The Bonds may be issued in denominations of $5,000 or any integral multiple thereof.

Interest Payment Dates. Interest on the Bonds is payable on January 1 and July 1 of each year, beginning January 1, 2019.

Principal Payment Dates. The Bonds mature on July 1 in years and amounts as shown above.

Redemption Prior to Maturity. The Bonds are subject to redemption prior to maturity as described herein. See “DESCRIPTION OF THE BONDS—Redemption Prior to Maturity.”

______

*Preliminary; subject to change.

USE OF THIS OFFICIAL STATEMENT

Neither this Official Statement nor any advertisement of the Bonds is to be construed as a contract or agreement with the holders of the Bonds. The agreement of the Authority with the holders of the Bonds is fully set forth in the Bonds and the Indenture.

No dealer, broker, salesman or other person has been authorized by the Authority to give any information or to make any representation other than as contained in this Official Statement, and, if given or made, such other information or representation must not be relied upon as having been authorized by them.

This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the Bonds by any person in any jurisdiction in which it is unlawful for such person to make such offer, solicitation or sale.

The Underwriters have provided the following sentence for inclusion in this Official Statement. The Underwriters have reviewed the information in this Official Statement in accordance with, and as a part of, their responsibilities to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriters do not guarantee the accuracy or completeness of such information.

The Bonds have not been registered under The Securities Act of 1933, as amended, or any state securities laws, and neither the Securities and Exchange Commission nor any state regulatory agency will pass upon the accuracy, completeness or adequacy of this Official Statement. The Indenture has not been qualified under the Trust Indenture Act of 1939, as amended.

The information in this Official Statement is provided as of the date of this Official Statement. Nothing contained in this Official Statement shall under any circumstances create an implication that there has been no change in such information after the date of this Official Statement.

The information set forth in this Official Statement has been obtained from sources which are deemed to be reliable but is not guaranteed as to accuracy or completeness. All estimates and assumptions contained herein are believed to be reliable, but no representation is made that such estimates or assumptions are correct or will be realized.

All quotations from and summaries and explanations of provisions of laws and documents in this Official Statement do not purport to be complete, and reference is made to such laws and documents for full and complete statements of their provisions.

In connection with this offering the Underwriters may engage in transactions that stabilize, maintain or otherwise affect the price of the Bonds. Such transactions may include purchases of the Bonds for the purpose of maintaining the price of the Bonds. Such transactions, if commenced, may be discontinued at any time.

The attached appendices are integral parts of this Official Statement and must be read together with all of the foregoing statements.

FORWARD-LOOKING STATEMENTS

Certain statements contained in this Official Statement including, without limitation, statements containing the words “estimates,” “believes,” “anticipates,” “expects,” and words of similar import, constitute forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Authority or other entities to which the forward- looking statements relate to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.

The forward-looking statements included herein are necessarily based on various assumptions and estimates and are inherently subject to various risks and uncertainties, including risks and uncertainties relating to

the possible invalidity of the underlying assumptions and estimates and possible changes or developments in social, economic, business, industry, market, legal, and regulatory circumstances and conditions and actions taken or omitted to be taken by third parties, including customers, suppliers, business partners and competitors, and legislative, judicial, and other governmental authorities and officials. Assumptions to the foregoing involve judgments with respect to, among other things, future economic, competitive, and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the control of the Authority. Any of such assumptions could be inaccurate and, therefore, there can be no assurance that the forward-looking statements included in this Official Statement will prove to be accurate. Given these uncertainties, prospective investors are cautioned not to place undue reliance on such forward-looking statements. The Authority disclaims any obligation to update any such factors or to publicly announce the results of any revision to any of the forward-looking statements contained herein to reflect future events or developments.

TABLE OF CONTENTS

Page

INTRODUCTION ...... 1 DEFINED TERMS ...... 2 THE AUTHORITY ...... 3 DESCRIPTION OF THE BONDS ...... 4 Pricing Information ...... 4 Date, Form of Bonds and Denominations ...... 4 Calculation of Interest Payments ...... 4 Book Entry System ...... 4 Redemption Prior to Maturity ...... 4 Authority for Issuance ...... 8 SECURITY AND SOURCE OF PAYMENT ...... 8 Source of Payment ...... 8 Security Provided by Indenture ...... 8 The Pledged Taxes ...... 9 Description of Pledged Taxes ...... 9 Non-Impairment of Contracts ...... 10 Legal Obligation to Collect and Remit ...... 11 Pledged Tax Receipts ...... 11 Disposition of Pledged Tax Proceeds ...... 11 Additional Bonds ...... 11 Coverage ...... 12 PLAN OF FINANCING ...... 12 General ...... 12 Debt Service on the Bonds ...... 13 RISK FACTORS ...... 13 General ...... 13 Financial Impact of Projects ...... 14 Projections and Completion of the Projects ...... 14 Economic Conditions ...... 14 Limited Obligations ...... 15 No Mortgage or Security Interest in Other Assets ...... 15 Additional Bonds ...... 15 Ratings ...... 15 Loss of Tax Exemption ...... 15 Past Challenges to Procedures of the Alabama Legislature ...... 16 LITIGATION ...... 17 UNITED STATES BANKRUPTCY CODE ...... 17 UNDERWRITING ...... 17 FINANCIAL ADVISORS ...... 18 RELATIONSHIPS ...... 18 RATINGS ...... 19 FINANCIAL STATEMENTS ...... 19 LEGAL MATTERS ...... 19 TAX MATTERS ...... 19 General ...... 19 Opinions of Bond Counsel ...... 20 Collateral Tax Consequences ...... 20 PREPARATION AND CIRCULATION OF OFFICIAL STATEMENT...... 21 CONTINUING DISCLOSURE ...... 21 General ...... 21 Compliance with Prior Undertakings ...... 21 VERIFICATION OF CERTAIN MATHEMATICAL COMPUTATIONS ...... 22

MISCELLANEOUS ...... 22 AUTHORIZATION AND APPROVAL ...... 22

APPENDIX A - Information About the Authority APPENDIX B - Financial Statements of the Authority APPENDIX C - Form of Indenture APPENDIX D - Forms of Opinions of Bond Counsel APPENDIX E - Form of Continuing Disclosure Agreement APPENDIX F - The DTC Book-Entry System

OFFICIAL STATEMENT

BIRMINGHAM-JEFFERSON CIVIC CENTER AUTHORITY

$67,535,000* $9,435,000* Special Tax Bonds (Subordinate Lien), Special Tax Bonds (Subordinate Lien), Series 2018B Taxable Series 2018C

INTRODUCTION

This Official Statement, including the cover page and appendices hereto, is being furnished in connection with the sale by the Birmingham-Jefferson Civic Center Authority (the “Authority”) of its $67,535,000* Special Tax Bonds (Subordinate Lien), Series 2018B and its $9,435,000* Special Tax Bonds (Subordinate Lien), Taxable Series 2018C (the “Bonds”). The Authority is a public corporation under the constitution and laws of the State of Alabama authorized to construct, maintain, operate and manage a civic center located in and for the benefit of the City of Birmingham, Alabama (the “City”) and Jefferson County, Alabama (the “County”). The Authority owns and operates the Birmingham-Jefferson Convention Complex (the “Complex”), which is comprised of several structures providing complete facilities for sports events, musical and theatrical entertainment, conventions, meetings, banquets, trade shows and other events. For additional information about the Authority and the Complex, see APPENDIX A. For financial statements of the Authority, see APPENDIX B.

The Bonds are being issued pursuant to a Trust Indenture (Subordinate Lien) dated August 1, 2018 (the “Indenture”) by and between the Authority and Regions Bank, an Alabama banking corporation (the “Trustee”). The Bonds will be issued pursuant to the Enabling Law (defined herein). The Enabling Law and the Indenture provide that the Indenture will constitute a contract with the holders of the Bonds.

Proceeds of the Bonds will be used to (i) finance a portion of certain capital projects being constructed on the Authority’s civic center campus (the “Capital Projects”), (ii) refund certain outstanding indebtedness of the Authority, and (iii) pay costs associated with the issuance of the Bonds. See “PLAN OF FINANCING”.

The Bonds will be limited obligations of the Authority payable solely from the Pledged Tax Proceeds described herein. The pledge of the Pledged Tax Proceeds to the payment of the Bonds is subject and subordinate to a prior pledge of the Pledged Tax Proceeds to the payment of the Senior Lien Bonds described herein. The Indenture establishes a trust estate (the “Trust Estate”) that will be pledged and assigned to the Trustee. The Trust Estate includes (i) the rights of the Authority in the Pledged Tax Proceeds, subject to a prior pledge of the Pledged Tax Proceeds to the Senior Lien Bonds (defined herein) and any prior claim to the PILOTs described herein under the GBCVB Allocation Agreement, and (ii) money and investments in the funds and accounts established under the Indenture. See “SECURITY AND SOURCE OF PAYMENT”.

The Bonds will be limited obligations of the Authority payable solely from the sources described in this Official Statement. Neither the State of Alabama nor any of its agencies or political subdivisions, including Jefferson County and the City of Birmingham, is liable in any way for the payment of the Bonds. The Authority has no taxing power.

This Official Statement provides information for prospective investors in the Bonds. The cover page and the inside cover page provide a summary of the terms of the offering of the Bonds. The entire Official Statement and the appendices should be read for a complete description of the terms of the offering and for important information about the Authority.

Investment in the Bonds involves a certain degree of risk. See “RISK FACTORS” for a description of those risks.

* Preliminary; subject to change.

DEFINED TERMS

This section of the Official Statement contains a glossary of certain defined terms used frequently in this Official Statement. Other terms are defined elsewhere in this Official Statement.

“Authority” means the Birmingham-Jefferson Civic Center Authority, an Alabama public corporation.

“Bonds” means the Bonds offered pursuant to this Official Statement.

“Book Entry System” means the book entry system maintained by DTC for the ownership, transfer, exchange and payment of debt obligations.

“Business Day” means any day other than a Saturday, a Sunday, or a day on which the Trustee is authorized to be closed under general law or regulation applicable in the place where the Trustee performs its obligations under the Indenture.

“Capital Projects” means (i) renovation of the Authority’s Arena (as defined in APPENDIX A) and the Authority’s existing convention and meeting space, and (ii) construction of a Stadium (as defined in APPENDIX A). The Capital Projects are described in greater detail in APPENDIX A under the heading “THE PLAN OF FINANCING”.

“CDA Development Agreement” means the Pre-Development Agreement dated November 12, 2010 between The City of Birmingham and the Authority.

“Continuing Disclosure Agreement” means the Continuing Disclosure Agreement entered into by the Authority in connection with the issuance of the Bonds.

“Debt Service” means the principal, redemption premium (if any) and interest payable on the Bonds.

“DTC” means The Depository Trust Company and its successors and assigns.

“Enabling Law” means (i) Act No. 547 enacted at the 1965 Regular Session of the Legislature of the State of Alabama, as amended, and (ii) Amendment No. 280 to the Constitution of Alabama of 1901.

“GBCVB Allocation Agreement” means the Agreement for Marketing Services between the Authority and the Greater Birmingham Convention and Visitors Bureau authorized by the Authority pursuant to resolution adopted by the Authority on September 17, 2003.

“Indenture” means the Trust Indenture (Subordinate Lien) dated August 1, 2018 between the Authority and Regions Bank, as trustee.

“Lodging Tax” means the lodging license tax levied in Jefferson County, Alabama, pursuant to Act No. 525 enacted at the 1965 Regular Session of the Alabama Legislature.

“PILOTs” means the special fees collected by the Authority in lieu of the taxes that would be levied on certain transactions at the Authority’s civic center facilities if the Authority were not constitutionally exempt from such taxes, authorized by the Enabling Law.

“Pledged Tax Proceeds” means, collectively, (i) the proceeds of the PILOTs retained by the Authority, (ii) the proceeds of the Special Lodging Tax that are payable to the Authority, (iii) the proceeds of the Special Beverage Tax that are payable to the Authority, (iv) the proceeds of the Sales and Use Tax that are payable to the Authority, (v) the proceeds of the Tobacco Tax that are payable to the Authority, (vi) the proceeds of the Lodging Tax that are payable to the Authority, (vii) the proceeds of the Special Car Rental Tax that are payable to the

Authority, and (viii) the proceeds of any additional taxes that are included in Pledged Tax Proceeds pursuant to the terms of the Indenture.

“Sales and Use Tax” means the sales and use tax levied in Jefferson County, Alabama, pursuant to Act No. 405 enacted at the 1967 Regular Session of the Alabama Legislature, as amended by Act No. 659 enacted at the 1973 Regular Session of the Alabama Legislature.

“Senior Lien Bonds” means the Series 2015-A Bonds, the Series 2018A Bonds, and any other Additional Bonds issued pursuant to the Senior Lien Indenture.

“Senior Lien Indenture” means that certain Trust Indenture dated February 1, 2015, as amended and supplemented, between the Authority and Regions Bank, as successor trustee.

“Series 1992 Bonds” means the Authority’s Refunding and Capital Outlay Special Tax Bonds, Series 1992.

“Series 2015-A Bonds” means the Authority’s $39,960,000 Special Tax Bonds, Tax-Exempt Series 2015-A, that have been issued pursuant to the Senior Lien Indenture and are currently outstanding in the principal amount of $38,825,000.

“Series 2018A Bonds” means the Authority’s $117,360,000* Special Tax Bonds, Series 2018A, that are being issued as Additional Bonds pursuant to the Senior Lien Indenture as part of the Authority’s current plan of financing.

“Special Beverage Tax” means the special alcoholic beverage tax levied in Jefferson County, Alabama, pursuant to Act No. 2001-545 of the 2001 Regular Session of the Alabama Legislature, as amended by Act No. 2003-288, adopted at the 2003 Regular Session of the Alabama Legislature, and as validated and confirmed by Act No. 2004-531, adopted at the 2004 Regular Session of the Alabama Legislature.

“Special Car Rental Tax” means the car rental tax levied in Jefferson County, Alabama pursuant to Act No. 2001-550 enacted at the 2001 Regular Session of the Alabama Legislature, as amended by Act No. 2018-288 enacted at the 2018 Regular Session of the Alabama Legislature.

“Special Lodging Tax” means the special lodging tax levied in Jefferson County, Alabama, pursuant to Act No. 2001-546 of the 2001 Regular Session of the Alabama Legislature, as validated and confirmed by Act No. 2004-531, adopted at the 2004 Regular Session of the Alabama Legislature.

“Term Bonds” means Series 2018B Bonds and the Series 2018C Bonds subject to scheduled mandatory redemption.

“Tobacco Tax” means the tobacco license tax levied in Jefferson County, Alabama, pursuant to Act No. 524 enacted at the 1965 Regular Session of the Alabama Legislature.

“Trustee” means Regions Bank, an Alabama banking corporation, until a successor Trustee shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Trustee” means such successor.

THE AUTHORITY

Certain information with respect to the Authority and its financial condition, operations and facilities is included as APPENDIX A and APPENDIX B to this Official Statement.

* Preliminary; subject to change.

DESCRIPTION OF THE BONDS

Pricing Information

See the pricing terms on the inside cover of this Official Statement for principal maturities, interest rates and payment dates for each series of the Bonds. The Bonds will be subject to redemption prior to maturity as provided herein. See “DESCRIPTION OF THE BONDS–Redemption Prior to Maturity.”

Date, Form of Bonds and Denominations

The Bonds will be dated as of the date of their initial delivery. The Bonds will be issuable only as fully registered bonds in denominations of $5,000 or any multiple thereof.

Calculation of Interest Payments

Interest payable on the Bonds will be calculated on the basis of a 360-day year of twelve 30-day months.

Book Entry System

The Bonds are being issued in electronic form under the Book Entry System procedures of DTC. While the Bonds are in the Book Entry System, the method and procedures for payment of the Bonds and matters pertaining to registration of transfers and exchanges of the Bonds will be governed by the rules and procedures of the Book Entry System. The Indenture contains alternate provisions for the method of payment and registration of transfers and exchanges of Bonds if the Book Entry System is discontinued. See APPENDIX F – “THE DTC BOOK ENTRY SYSTEM” for a description of the DTC Book Entry System. See APPENDIX C – “FORM OF INDENTURE” for a description of applicable Indenture provisions if the Book Entry System is terminated.

Redemption Prior to Maturity

Series 2018B Bonds. The Series 2018B Bonds will be subject to redemption prior to maturity as follows:

(a) Optional Redemption of Series 2018B Bonds. Any Series 2018B Bond that matures after ______, _____ may be redeemed in whole or in part on any date on or after ______, _____ at a redemption price equal to 100% of the principal amount redeemed plus accrued interest thereon to the date of redemption.

(b) Scheduled Mandatory Redemption of Series 2018B Term Bonds.

(1) ____ Series 2018B Term Bonds. The Series 2018B Bonds maturing in ____ are referred to herein as the “____ Series 2018B Term Bonds”. The ____ Series 2018B Term Bonds shall be redeemed, at a redemption price equal to 100% of the principal amount to be redeemed plus accrued interest thereon to the redemption date, or shall mature on dates and in principal amounts (after credit as provided below) as follows:

____ Series 2018B Term Bonds Redemption Principal Date Amount to be (July 1) Redeemed

(maturity)

Not later than the date on which notice of scheduled mandatory redemption is to be given to the holders of the ____ Series 2018B Term Bonds, the Trustee shall select the amount of the ____ Series 2018B Term Bonds for redemption by lot; provided, however, that the Authority may, by timely notice delivered to the Trustee, direct that any or all of the following amounts be credited against the principal amount of the ____ Series 2018B Term Bonds scheduled for redemption on such date: (i) the principal amount of the ____ Series 2018B Term Bonds of such maturity delivered by the Authority to the Trustee for cancellation and not previously claimed as a credit; (ii) the principal amount of the ____ Series 2018B Term Bonds of such maturity previously redeemed (other than the ____ Series 2018B Term Bonds of such maturity redeemed pursuant to the scheduled mandatory redemption requirement) and not previously claimed as a credit; and (iii) the principal amount of the ____ Series 2018B Term Bonds of such maturity otherwise defeased and not previously claimed as a credit.

(2) ____ Series 2018B Term Bonds. The Series 2018B Bonds maturing in ____ are referred to herein as the “____ Series 2018B Term Bonds”. The ____ Series 2018B Term Bonds shall be redeemed, at a redemption price equal to 100% of the principal amount to be redeemed plus accrued interest thereon to the redemption date, or shall mature on dates and in principal amounts (after credit as provided below) as follows:

____ Series 2018B Term Bonds Redemption Principal Date Amount to be (July 1) Redeemed

(maturity)

pursuant to the scheduled mandatory redemption requirement) and not previously claimed as a credit; and (iii) the principal amount of the ____ Series 2018B Term Bonds of such maturity otherwise defeased and not previously claimed as a credit.

(c) Optional Redemption Upon Damage, Destruction or Condemnation of Capital Projects. The Series 2018B Bonds may be redeemed in whole or in part on any Business Day at the option of the Authority at a redemption price equal to 100% of the principal amount of Series 2018B Bonds to be redeemed plus accrued interest thereon to the redemption date if, and to the extent that, the net proceeds of any insurance or condemnation award resulting from damage, destruction or condemnation of the Capital Projects exceed the cost of any repairs or replacements to such Capital Projects so damaged, destroyed or condemned that the Authority elects to make with such proceeds.

Series 2018C Bonds. The Series 2018C Bonds will be subject to redemption prior to maturity as follows:

(a) Optional Redemption of Series 2018C Bonds. Any Series 2018C Bond that matures after ______, _____ may be redeemed in whole or in part on any date on or after ______, _____ at a redemption price equal to 100% of the principal amount redeemed plus accrued interest thereon to the date of redemption.

(b) Scheduled Mandatory Redemption of Series 2018C Term Bonds.

(1) ____ Series 2018C Term Bonds. The Series 2018C Bonds maturing in ____ are referred to herein as the “____ Series 2018C Term Bonds”. The ____ Series 2018C Term Bonds shall be redeemed, at a redemption price equal to 100% of the principal amount to be redeemed plus accrued interest thereon to the redemption date, or shall mature on dates and in principal amounts (after credit as provided below) as follows:

____ Series 2018C Term Bonds Redemption Principal Date Amount to be (July 1) Redeemed

(maturity)

Not later than the date on which notice of scheduled mandatory redemption is to be given to the holders of the ____ Series 2018C Term Bonds, the Trustee shall select the amount of the ____ Series 2018C Term Bonds for redemption by lot; provided, however, that the Authority may, by timely notice delivered to the Trustee, direct that any or all of the following amounts be credited against the principal amount of the ____ Series 2018C Term Bonds scheduled for redemption on such date: (i) the principal amount of the ____ Series 2018C Term Bonds of such maturity delivered by the Authority to the Trustee for cancellation and not previously claimed as a credit; (ii) the principal amount of the ____ Series 2018C Term Bonds of such maturity previously redeemed (other than the ____ Series 2018C Term Bonds of such maturity redeemed pursuant to the scheduled mandatory redemption requirement) and not previously claimed as a credit; and (iii) the principal amount of the ____ Series 2018C Term Bonds of such maturity otherwise defeased and not previously claimed as a credit.

(2) ____ Series 2018C Term Bonds. The Series 2018C Bonds maturing in ____ are referred to herein as the “____ Series 2018C Term Bonds”. The ____ Series 2018C Term Bonds shall be redeemed, at a redemption price equal to 100% of the principal amount to be redeemed plus accrued interest thereon

to the redemption date, or shall mature on dates and in principal amounts (after credit as provided below) as follows:

____ Series 2018C Term Bonds Redemption Principal Date Amount to be (July 1) Redeemed

(maturity)

(c) Optional Redemption Upon Damage, Destruction or Condemnation of Operating Assets. The Series 2018C Bonds may be redeemed in whole or in part on any Business Day at the option of the Authority at a redemption price equal to 100% of the principal amount of Series 2018C Bonds to be redeemed plus accrued interest thereon to the redemption date if, and to the extent that, the net proceeds of any insurance or condemnation award resulting from damage, destruction or condemnation of the operating assets of the Authority financed with proceeds of the Series 1992 Bonds exceed the cost of any repairs or replacements to such operating assets so damaged, destroyed or condemned that the Authority elects to make with such proceeds.

Selection of Bonds for Redemption. If less than all Bonds of a particular series outstanding are to be optionally redeemed, the principal amount of such Bonds of each maturity and interest rate to be redeemed may be specified by the Authority by timely notice delivered to the Trustee, or, in the absence of timely receipt by the Trustee of such notice, shall be selected by the Trustee by lot or by such other method as the Trustee shall deem fair and appropriate; provided, however, that the principal amount of Bonds of each series, maturity and interest rate to be redeemed may not be larger than the principal amount of Bonds of such series, maturity and interest rate then eligible for redemption and may not be smaller than the smallest Authorized Denomination. If less than all Bonds of the same series, maturity and interest rate are to be redeemed, the particular Bonds of such series, maturity and interest rate to be redeemed shall be selected by the Trustee from the outstanding Bonds of such series, maturity and interest rate then eligible for redemption by lot or by such other method as said Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (in Authorized Denominations) of the principal of Bonds of such series, maturity and interest rate of a denomination larger than the smallest Authorized Denomination.

Notice of Redemption. Except as otherwise provided in the Indenture, notice of redemption shall be given to affected Bondholders not less than 20 days prior to the redemption date. While the Book Entry System is in effect, the Trustee will provide notice of redemption only to DTC, and notice of redemption will be given by DTC through methods established by the rules and regulations of the Book Entry System or, if the Book Entry System is

not in effect or its rules and regulations are not applicable under the circumstances, by certified or registered mail. The notice of redemption may state that the redemption of Bonds is contingent upon specified conditions, such as receipt of a specified source of funds, or the occurrence of specified events. If the conditions for such redemption are not met, the Authority shall not be required to redeem the Bonds identified in such notice, and any Bonds surrendered on the specified redemption date shall be returned to the Holders of such Bonds.

Authority for Issuance

The Authority was created under the Enabling Law, which authorizes the creation in the County of public corporations for the purpose of establishing, maintaining and operating a civic center. The Enabling Law empowers the Authority to, among other things, borrow money, issue revenue bonds as evidence of money so borrowed, which bonds shall be payable solely from taxes made payable to the Authority by any act of the Legislature heretofore or hereafter adopted and from the revenues of the Authority derived from the activities, operations and enterprises in which the Authority is authorized to engage and to pledge for payment of its bonds all or any part of the taxes payable to the Authority under any act of the Legislature heretofore or hereafter adopted. The Authority’s bonds may from time to time be refunded by the issuance or sale or exchange of refunding bonds at such times and in such forms and of such tenor, maturities or rate or rates of interest as may be determined by the Authority if such refunding is by sale of refunding bonds.

The Bonds are being issued under the authority of the Enabling Law.

All debts created and bonds issued by the Authority are solely and exclusively an obligation of the Authority and shall not create an obligation or debt of any municipality or county of the State.

SECURITY AND SOURCE OF PAYMENT

Source of Payment

The proceeds of the Pledged Taxes described below (the “Pledged Tax Proceeds”) will be pledged and assigned by the Authority pursuant to the Indenture for the benefit of the holders of the Bonds and the holders of all other obligations issued under the terms of the Indenture as “Additional Bonds”. The Bonds are limited obligations of the Authority payable solely out of the Pledged Tax Proceeds.

The pledge of the Pledged Tax Proceeds to the payment of the Bonds is subject and subordinate to a prior pledge of the Pledged Tax Proceeds to the payment of the Senior Lien Bonds.

The Bonds will not be general obligations of the Authority, and the covenants and representations contained in the Indenture or in the Bonds will not and shall never constitute a liability or charge against the general credit of the Authority. The Bonds will not be obligations or debts of the State of Alabama, the County, the City or any other municipality or county in the State of Alabama, nor will the full faith and credit of the State of Alabama or any county or municipality therein be pledged for payment of the Bonds. The Bonds are not secured by any pledge of revenues of the Authority other than the Pledged Tax Proceeds.

Security Provided by Indenture

Trust Estate. The Bonds will be secured by the Trust Estate established under the Indenture, which will include:

(a) Pledged Tax Proceeds. All right, title and interest of the Authority in and to the Pledged Tax Proceeds., subject, however, to the prior pledge of the Pledged Tax Proceeds to the payment of the Senior Lien Bonds. See “Description of Pledged Taxes – Payments In Lieu of Taxes (PILOTs)” below.

(b) Indenture Funds. Money and investments from time to time on deposit in, or forming a part of, the Indenture Funds. The Indenture Funds securing the Bonds include the Debt Service Fund, the Series 2018B

Acquisition Fund and the Series 2018B Costs of Issuance Fund. The function of these Indenture Funds is as follows:

Debt Service Fund. The Debt Service Fund is established to hold funds provided by the Authority for the payment of Debt Service on the Bonds. The Trustee shall be the depository, custodian and disbursing agent for the Debt Service Fund. On or before the last business day of each month, the Authority will deposit Pledged Tax Proceeds into the Debt Service Fund in pro rata monthly amounts in order to accumulate funds necessary for the payment of the interest coming due on the Bonds on the next semiannual interest payment date with respect thereto and the principal or maturity amounts of such Bonds coming due or required to be redeemed on the next succeeding July 1. If the monthly deposits described above are not sufficient for any reason to make the required payments of Debt Service on the Bonds when due, the Authority will make such additional deposits from the Pledged Tax Proceeds as shall be sufficient to provide funds for the timely payment of such Debt Service.

Series 2018B Acquisition Fund. The Series 2018B Acquisition Fund is established to hold proceeds of the Bonds pending disbursement to pay costs of acquiring and constructing the Capital Projects. The Trustee will make payments from the Series 2018B Acquisition Fund upon receipt of a requisition from the Authority in the form required by the Indenture.

Series 2018B Costs of Issuance Fund. The Series 2018B Costs of Issuance Fund is established to hold proceeds of the Bonds for the payment of costs of issuance of the Bonds. The Trustee will make payments from the Series 2018B Costs of Issuance Fund upon receipt of a requisition from the Authority in the form required by the Indenture.

Pending disbursement for the purposes provided by the Indenture, money in the Indenture Funds may be invested at the direction of the Authority as provided by the Indenture. Pending such disbursement, money and investments in the Indenture Funds are subject to the lien of the Indenture. See the proposed Form of Indenture included as APPENDIX C.

The Pledged Taxes

The Pledged Taxes consist of seven (7) separate sources of revenue: the Special Beverage Tax, the Special Lodging Tax, the Special Car Rental Tax, the PILOTs, the Sales and Use Tax, the Tobacco Tax and the Lodging Tax (all as defined below and as more fully described in APPENDIX A). Following the issuance of the Bonds and the implementation of the plan of financing, the following obligations of the Authority will be payable from and secured by a pledge of the Pledged Tax Proceeds: (i) the Series 2018A Bonds, (ii) the Series 2018B Bonds, (iii) the Series 2018C Bonds, and (iv) the Series 2015-A Bonds.

The pledge of the Pledged Tax Proceeds to the payment of the Senior Lien Bonds is a first priority pledge. The pledge of the Pledged Tax Proceeds to the payment of the Bonds is subject and subordinate to the prior pledge of such Pledged Tax Proceeds to the payment of the Senior Lien Bonds. When the Bonds are issued, there will be no bonds or other obligations of the Authority outstanding that will be payable from, or secured by a pledge of and security interest in, the Pledged Tax Proceeds, other than the Bonds, the Series 2018A Bonds and the Series 2015-A Bonds.

Description of Pledged Taxes

Following are brief descriptions of the Pledged Taxes. For a more complete description of the Pledged Taxes, see “DESCRIPTION OF SOURCES OF PAYMENT FOR SERIES 2018 BONDS – Description of Pledged Taxes” in APPENDIX A.

Special Beverage Tax. The Special Beverage Tax is a 3% sales tax levied on alcoholic beverages sold in the County by restaurants that are licensed by the Alabama Alcoholic Beverage Control Board.

Special Lodging Tax. The Special Lodging Tax is a privilege or license tax levied on any person, organization, or other entity engaging in the County in the business of renting or furnishing any room or rooms,

lodgings, or accommodations, in any hotel, motel, inn, tourist court, or any other place in which rooms, lodgings or accommodations are regularly furnished for a consideration. The amount of the tax is equal to 3% of the charge for such rooms, lodgings or accommodations.

Special Car Rental Tax. The Special Car Rental Tax is a privilege or license tax levied on any person, organization, or other entity engaging or continuing in the County in the business of leasing or renting any passenger automotive vehicle for one year or less. The amount of the tax is equal to 3% of the charge for such rental or lease.

For a discussion of certain risks associated with the Special Car Rental Tax, see “RISK FACTORS—Past Challenges to Procedures of the Alabama Legislature” herein.

Payments In Lieu Of Taxes (PILOTs). The Authority engages in various transactions at its facilities that would ordinarily give rise to taxes that would be levied by the State or any municipality or county of the State with respect to such transactions if the Authority were not constitutionally exempt from such taxes under Amendment No. 280 to the Alabama Constitution. The Enabling Law authorizes the Authority to impose and collect a fee or charge in lieu of such taxes that would otherwise be levied absent the constitutional exemption. Such taxes include leasing or rental taxes, sales taxes, lodging taxes, taxes on the sale of alcoholic beverages and taxes on the sale of tobacco products.

The Authority makes payments to the Greater Birmingham Convention and Visitors Bureau (“GBCVB”) pursuant to the GBCVB Allocation Agreement and makes payments to the City of Birmingham pursuant to the CDA Development Agreement. See APPENDIX A – “DESCRIPTION OF SOURCES OF PAYMENT OF SERIES 2018 BONDS – Description of Pledged Taxes – Payments in Lieu of Taxes”. These payments are measured as a percentage of hotel room revenue at the Authority’s hotels and are funded by a corresponding amount of PILOTs collected. These payments are not secured by any lien on, or pledge of, the PILOTS. The Indenture provides that amounts payable pursuant to the GBCVB Allocation Agreement and CDA Development Agreement are not included in Pledged Tax Proceeds for purposes of the Additional Bond coverage test of the Indenture. In addition, the funds used by the Authority to make these payments are not reported as part of the Pledged Tax Proceeds in the table below under “Pledge Tax Receipts”.

The Sales and Use Tax. The Sales and Use Tax is a sales and use tax levied in the County on all persons (a) engaged in the business of selling tangible personal property at retail, (b) conducting places of amusement or entertainment, or (c) engaged in any business subject to the sales tax imposed by the State of Alabama. The Sales and Use Tax is levied at one-quarter (1/4) of the rate at which the State sales and use taxes are levied. Pursuant to the legislation authorizing the Sales and Use Tax, the Authority is entitled to a portion of the proceeds of the Sales and Use Tax that generally amounts to $100,000 per month.

The Tobacco Tax. The Tobacco Tax is a license tax on every person who sells, stores or delivers cigarettes or smoking tobacco in the County, levied at rates which range from $.01 on each package of cigarettes to $.23 on each package depending on the number of cigarettes and the weight of the tobacco contained in each package.

The Lodging Tax. The Lodging Tax is a privilege or license tax on every person engaged in the County in the business of renting or furnishing any room or rooms, lodging or accommodations, in any hotel, inn, motel, tourist court or trailer court, imposed at the rate of l% of the charge for such room, rooms, lodging or accommodations, including the charge for use or rental of personal property and services furnished in such room.

Non-Impairment of Contracts

Under federal and state constitutional principles relating to impairment of contracts, when an entity is authorized to issue bonds and to pledge certain tax revenues to the payment of those bonds, the laws and methods of payment that exist at the time of the issuance and sale of the bonds form a part of the contract between the issuer and the bondholders. The Alabama legislature is prohibited by both the U.S. Constitution and the Alabama Constitution of 1901 from adopting legislation that would impair the issuer’s ability to satisfy its obligations to the bondholders, absent the existence of an important public interest to be served through legitimate exercise of the state’s police powers. In other words, the legislature cannot impair its contract with bondholders by repealing or diminishing the levy of taxes established to pay the debt service on the obligations, but it does retain the power to regulate the public

health through its police powers. One example of the appropriate use of police powers to promote an important public interest is the regulation or prohibition of sales of tobacco or alcohol. Any such use of the police power could have a materially adverse impact on the Pledged Tax Proceeds.

Legal Obligation to Collect and Remit

In the opinion of bond counsel, the County Director of Revenue is legally obligated to collect and remit to the Authority the Special Beverage Tax, the Special Lodging Tax, the Special Car Rental Tax, the Sales and Use Tax, the Tobacco Tax and the Lodging Tax, and the Authority is legally obligated to impose and collect the PILOTs, within the limits imposed by the Alabama Constitution to the extent necessary to prevent a default in payment of Debt Service on the Bonds.

Pledged Tax Receipts

The following table shows the amount of the Pledged Tax Proceeds received by the Authority during the fiscal years indicated:

Collections of Pledged Taxes

(Dollars in Thousands) 2013 2014 2015 2016 2017 Special Beverage Tax $2,074 $2,184 $2,435 $2,601 $2,714 Special Lodging Tax 5,955 6,098 6,494 6,748 7,055 Special Car Rental Tax (1) - - - - - PILOTs (2) 3,707 5,555 6,079 5,836 6,524 Sales and Use Tax 1,200 1,200 1,200 1,200 1,200 Tobacco Tax (3) 702 661 623 624 614 Lodging Tax (3) 1,962 2,009 2,146 2,228 2,322 Total $15,600 $17,707 $18,977 $19,237 $20,429

Source: Birmingham-Jefferson Civic Center Authority Note (1): The Special Car Rental Tax will become effective after the Series 2018 Bonds are issued. The Authority expects to receive proceeds from this tax beginning in November 2018. Note (2): Net of allocations to GBCVB pursuant to the GBCVB Allocation Agreement and allocations to the City pursuant to the CDA Development Agreement. See “DESCRIPTION OF SOURCES OF PAYMENT FOR SERIES 2018 BONDS – Description of Pledged Taxes – Payments in Lieu of Taxes (PILOTs)”. Note (3): Net of 1% retained by the County Department of Revenue for the collection and administration of such taxes.

Disposition of Pledged Tax Proceeds

The Pledged Tax Proceeds received by the Authority each month shall be applied as follows: (i) first, to make the required deposits to the Debt Service Fund due each month for the payment of Debt Service on the Senior Lien Bonds, and (ii) second, to make the required deposits to the Debt Service Fund established under the Indenture (the “Subordinate Lien Debt Service Fund”) due each month for the payment of Debt Service on the Series 2018B Bonds, the Series 2018C Bonds and any Additional Bonds issued pursuant to the Subordinate Lien Indenture. After all required monthly deposits to the Debt Service Fund and the Subordinate Lien Debt Service Fund have been made, the balance of the Pledged Tax Proceeds received during such month shall not be subject to the lien of the Senior Lien Indenture or the Indenture and may be applied by the Authority for any lawful purpose.

Additional Bonds

The Authority is authorized under the Indenture to issue Additional Bonds, without express limit as to principal amount but in any event upon the terms and conditions specified in the Indenture, having under certain

circumstances a claim or charge on the Pledged Tax Proceeds on a parity with that of the Bonds, subject and subordinate, however, to the pledge of the Pledged Tax Proceeds to the payment of the Senior Lien Bonds.

Among other requirements, prior to the issuance of Additional Bonds, the Authority must deliver to the Trustee a certificate of the chief financial officer of the Authority certifying that the amount of Adjusted Pledged Tax Proceeds was not less than 200% of the maximum annual debt service payable during the then current or any subsequent fiscal year with respect to the Bonds, any Additional Bonds then outstanding and the Additional Bonds to be issued. For purposes of this requirement, “Adjusted Pledged Tax Proceeds” means (i) the average of the Pledged Tax Proceeds received during the two most recently completed fiscal years minus (ii) the maximum annual debt service on the Senior Lien Bonds.

For purposes of the coverage test for the issuance of Additional Bonds, any PILOTs used to make payments to the Greater Birmingham Convention and Visitors Bureau pursuant to the GBCVB Allocation Agreement and any PILOTS used to make payments to the City of Birmingham pursuant to the CDA Development Agreement shall be excluded from Pledged Tax Proceeds.

For a discussion of all of the conditions precedent to the issuance of such Additional Bonds see “APPENDIX C – FORM OF INDENTURE - Additional Bonds.”

Coverage

APPENDIX A includes a table that contains historical and projected debt service coverage ratios on the Senior Lien Bonds and the Subordinate Lien Bonds, calculated in accordance with the Additional Bonds test in the Indenture. See “DEBT STRUCTURE OF THE AUTHORITY—Coverage Ratios for Debt Service on Senior Lien Bonds and Subordinate Lien Bonds”.

PLAN OF FINANCING

General

The Bonds are being issued as part of an overall plan of financing that will allow the Authority to refund certain outstanding debt and finance two major capital projects that will significantly expand the Authority’s capabilities. These projects include (i) the acquisition and construction of a Stadium and (ii) the renovation of the Authority’s Arena and existing convention and meeting space (together, the “Capital Projects”). Proceeds of the Series 2018B Bonds will be used to finance a portion of the Capital Projects and pay costs associated with the issuance of the Bonds. Proceeds of the Series 2018C Bonds will be used to refund the Authority’s outstanding Series 1992 Bonds. For additional information about the plan of financing, including a detailed description of the Capital Projects, a comprehensive sources and uses, and a table of debt service requirements for all outstanding debt of the Authority, see “THE PLAN OF FINANCING” in APPENDIX A.

Debt Service on the Bonds

The following table contains the estimated debt service requirements on the Bonds. For a full debt service schedule of all debt payable from the Pledged Taxes, please see APPENDIX A – “DEBT STRUCTURE OF THE AUTHORITY.”

Series 2018B Bonds Series 2018C Bonds Fiscal Year Ending August 31 Principal* Interest* Total* Principal* Interest* Total*

2019 $665,000 $3,145,427 $3,810,427 $830,000 $317,396 $1,147,396 2020 465,000 3,343,500 3,808,500 830,000 316,329 1,146,329 2021 490,000 3,320,250 3,810,250 855,000 290,599 1,145,599 2022 510,000 3,295,750 3,805,750 885,000 263,068 1,148,068 2023 535,000 3,270,250 3,805,250 915,000 233,067 1,148,067 2024 560,000 3,243,500 3,803,500 950,000 200,218 1,150,218 2025 590,000 3,215,500 3,805,500 985,000 164,878 1,149,878 2026 620,000 3,186,000 3,806,000 1,020,000 127,251 1,147,251 2027 655,000 3,155,000 3,810,000 1,060,000 87,369 1,147,369 2028 685,000 3,122,250 3,807,250 1,105,000 44,863 1,149,863 2029 1,870,000 3,088,000 4,958,000 - - - 2030 1,960,000 2,994,500 4,954,500 - - - 2031 2,060,000 2,896,500 4,956,500 - - - 2032 2,160,000 2,793,500 4,953,500 - - - 2033 2,270,000 2,685,500 4,955,500 - - - 2034 2,385,000 2,572,000 4,957,000 - - - 2035 2,505,000 2,452,750 4,957,750 - - - 2036 2,630,000 2,327,500 4,957,500 - - - 2037 2,760,000 2,196,000 4,956,000 - - - 2038 2,895,000 2,058,000 4,953,000 - - - 2039 3,040,000 1,913,250 4,953,250 - - - 2040 3,195,000 1,761,250 4,956,250 - - - 2041 3,355,000 1,601,500 4,956,500 - - - 2042 3,520,000 1,433,750 4,953,750 - - - 2043 3,700,000 1,257,750 4,957,750 - - - 2044 3,885,000 1,072,750 4,957,750 - - - 2045 4,075,000 878,500 4,953,500 - - - 2046 4,280,000 674,750 4,954,750 - - - 2047 4,495,000 460,750 4,955,750 - - - 2048 4,720,000 236,000 4,956,000 - - -

Total $67,535,000 $69,651,927 $137,186,927 $9,435,000 $2,045,037 $11,480,037 ______

*Preliminary; subject to change. Note: Totals may not foot due to rounding.

RISK FACTORS

General

In making a decision whether to purchase the Bonds, potential investors should consider certain risks and investment considerations which could affect the ability of the Authority to pay Debt Service on the Bonds in a timely manner and which could affect the marketability of or the market price for the Bonds. These risks and investment considerations are discussed throughout this Official Statement. Certain of these risks and investment

considerations are set forth in this section for convenience, but this discussion is not intended to be a comprehensive or exhaustive compilation of all possible risks and investment considerations nor a substitute for an independent evaluation of the information presented in this Official Statement. Each prospective investor of Bonds should read this Official Statement in its entirety, including the appendices hereto, and should consult such prospective investor’s own investment and/or legal advisor for a more complete explanation of the matters that should be considered when evaluating an investment such as the Bonds. Each prospective investor should carefully examine his, her or its own financial condition in order to make a judgment as to his, her or its ability to bear the risk of an investment in the Bonds.

Financial Impact of Projects

There are several significant capital projects underway or in the planning stages that will affect the Complex, including the Arena renovation and the Stadium construction, work on the interstate system adjacent to the Complex, an infrastructure overhaul of the mechanical and energy systems of the Complex and renovation of the Authority’s Sheraton Hotel. These projects are expected to adversely affect the operations, financial performance and cash reserves of the Authority. For additional information, see “RESULTS OF OPERATIONS – Management’s Discussion”, “MANAGEMENT’S PROJECTIONS” and “DEBT STRUCTURE OF THE AUTHORITY – Additional Capital Improvements” in APPENDIX A. The risk factors discussed below should be read in conjunction with the discussions on these matters set forth in APPENDIX A.

Projections and Completion of the Projects

The Arena renovation and Stadium construction are major projects for the Authority, and completion of these Capital Projects involves various risks and uncertainties. The estimated cost of completion is based on cost estimated from preliminary designs and plans, but there is no guaranteed maximum price contract for completion of either project. The Authority intends to adjust plans and specifications for each Capital Project as necessary to allow completion with available budgeted funds. If there are significant cost overruns, the Authority may not have the funds for completion without additional tax support or contributions, and there is no assurance that any such additional funding sources would be available. The Bonds are payable solely out of Pledged Tax Proceeds. The source of payment is not dependent upon revenues derived from the operation of the Arena, the Stadium or any other facilities of the Authority. However, failure to complete these projects could cause financial distress for the Authority’s operations and could affect the economic stability of the Authority.

In addition to completion risk for the projects, the effect on the Authority’s operations from the construction of the projects and from interstate construction adjacent to the Authority’s facilities during the same period could have a material impact on the Authority’s operations. See Appendix A – “RESULTS OF OPERATIONS – Management’s Discussion” and “MANAGEMENT’S PROJECTIONS”.

Management of the Authority has prepared projections for future operations that are included in APPENDIX A (the “Projections”). See “MANAGEMENT’S PROJECTIONS”. The Projections cover the period through fiscal year 2023, which includes the construction period for both Capital Projects. The Projections were prepared by management of the Authority. No independent feasibility consultant or similar professional was retained to provide any review or support for the assumptions used in the Projections. These Projections are not part of a feasibility study that meets the guidelines or standards of the American Institute of Certified Public Accountants (AICPA) for a feasibility study. The Projections are subject to important assumptions that are included in APPENDIX A. Although management believes the Projections and related assumptions are reasonable, there will usually be differences between the Projections and actual results, because events and circumstances frequently do not occur as expected, and those differences could be material.

Economic Conditions

The ability of the Authority to pay Debt Service on the Bonds will be affected by, and will be subject to, general economic and political events and conditions that will change in the future to an extent and with effects that cannot be determined at this time. These general economic and political events and conditions include, among other things, population, demographic and employment changes and trends; periods of inflation or deflation; variable patterns of national and regional economic growth, whether cyclical or structural in nature; disruptions in credit and

financial markets; political gridlock concerning, among other matters, national tax and spending policies and health care policies; political developments in the City, County, State and the United States of America; budget and debt limit controversies nationally and at the State and local levels; unusually large numbers of business failures and business and consumer bankruptcies and policy responses, or lack thereof, to the foregoing.

The Authority’s ability to pay Debt Service on the Bonds may also be affected by a number of local factors including, without limitation, the total sales and use tax rates in the County relative to surrounding areas, the available mix of retail shopping in the City and County versus surrounding areas, the opening or closing of businesses accounting for substantial amounts of taxable sales in the County, income levels in the City, the County and surrounding areas, purchases from internet retailers that are not required to withhold local sales taxes, and changing population demographics that may impact spending and saving rates. It is not possible to predict the effect that local factors may have on future revenues of the Authority that are available to make the Debt Service payments on the Bonds.

Limited Obligations

The Bonds are limited obligations of the Authority, payable solely from the Pledged Tax Proceeds, and the full faith and credit of the Authority is not pledged for payment of the principal thereof or the interest thereon. The pledge of the Pledged Tax Proceeds to the payment of the Bonds is subject and subordinate to a prior pledge of the Pledged Tax Proceeds to the payment of the Senior Lien Bonds. The Authority does not have any taxing power. The Bonds do not constitute obligations of the State, the City or the County. See “SECURITY AND SOURCES OF PAYMENT.” No assurance can be made that the Pledged Tax Proceeds will be sufficient to pay the Debt Service on the Bonds when due. The amount of Pledged Tax Proceeds collected is subject to a large number of risks and uncertainties, including the general economic climate.

No Mortgage or Security Interest in Other Assets

Neither the Indenture nor any other financing document creates a mortgage on, or security interest in, any facilities or other fixed assets of the Authority. The Indenture does not provide for the creation of a debt service reserve fund or other similar fund. The only security interest created is in the Pledged Tax Proceeds.

Additional Bonds

The Authority is authorized under the Indenture to issue Additional Bonds, subject to the terms and conditions specified in the Indenture. All bonds or other obligations issued under the Indenture are secured on a parity by the lien on the Pledged Tax Proceeds. If the Authority issues Additional Bonds under the Indenture, the security interest in the Pledged Tax Proceeds for the benefit of Bondholders will in effect be diluted. In addition, the Authority is authorized to issue Additional Bonds under the Senior Lien Indenture. The obligations issued under the Senior Lien Indenture have a first priority pledge of the Pledged Tax Proceeds. Additional Bonds issued under the Senior Lien Indenture will also dilute the security interest in the Pledged Tax Proceeds for the benefit of holders of the Bonds.

Ratings

The Bonds have been rated as indicated on the cover page of this Official Statement. No assurance can be given that the current ratings on the Bonds will be maintained. A reduction or withdrawal of any rating could affect the secondary market price of the Bonds and the liquidity of the investment in the Bonds.

Loss of Tax Exemption

It is expected that the Series 2018B Bonds will qualify as tax-exempt obligations for federal income tax purposes as of the date of issuance. See “TAX MATTERS.” Bond counsel is delivering an opinion with respect to certain aspects of the tax status of the Series 2018B Bonds. That opinion is attached to this Official Statement as APPENDIX D and should be read in its entirety for a complete understanding of the scope of the opinion and the conclusions expressed. A legal opinion is only the expression of professional judgment and does not constitute a guaranty with respect to the matters covered. In addition, the opinion of bond counsel speaks only as of its date, and bond counsel does not undertake to advise Bondholders about subsequent developments.

The tax status of the Series 2018B Bonds could be affected by post-issuance events. There are various requirements of the Internal Revenue Code that must be observed or satisfied after the issuance of the Series 2018B Bonds in order for the Series 2018B Bonds to qualify for, and retain, tax-exempt status. These requirements include use of the proceeds of the Series 2018B Bonds, use of the facilities financed by the Series 2018B Bonds, investment of Series 2018B Bond proceeds, and the rebate of so-called excess arbitrage earnings. Compliance with these requirements is the responsibility of the Authority.

The Internal Revenue Service conducts an audit program to examine compliance with the requirements regarding tax-exempt status. Under current IRS procedures, in the initial stages of an audit with respect to the Series 2018B Bonds, the Authority would be treated as the taxpayer, and the owners of the Series 2018B Bonds may have limited rights to participate in the audit process. The initiation of an audit with respect to the Series 2018B Bonds (or any other series of bonds being issued as part of the plan of financing) could adversely affect the market value and liquidity of the Series 2018B Bonds, even though no final determination about the tax-exempt status has been made. If an audit results in a final determination that the Series 2018B Bonds do not qualify as tax-exempt obligations, such a determination could be retroactive in effect to the date of issuance of the Series 2018B Bonds.

In addition to post-issuance compliance, a change in law after the date of issuance of the Series 2018B Bonds could affect the tax-exempt status of the Series 2018B Bonds or the effect of investing in the Series 2018B Bonds. For example, Congress could eliminate the exemption for interest on the Series 2018B Bonds, or it could reduce or eliminate the federal income tax, or it could adopt a so-called flat tax.

The Indenture does not provide for the payment of any additional interest or penalty if a determination is made that the Series 2018B Bonds do not comply with the existing requirements of the Internal Revenue Code or if a subsequent change in law adversely affects tax-exempt status of the Series 2018B Bonds or the effect of investing in the Series 2018B Bonds.

Past Challenges to Procedures of the Alabama Legislature

The Alabama Constitution provides certain requirements for the adoption of legislation by the Alabama Legislature. Those requirements are in some respects ambiguous, and in some cases judicial decisions interpreting those constitutional requirements have not produced precedent that is decisive or that provides a clear path for legislative procedures. Some of those constitutional requirements have been the basis for various taxpayer challenges related to the County, including a challenge to legislation that authorized a sales tax to fund general and educational purposes in the County, and a challenge to the legislation that authorized the PILOTs now being collected by the Authority. The litigation challenging the PILOT legislation has been concluded. That legislation was upheld by the Alabama Supreme Court.

For the decision validating the County sales tax, see Jefferson County v. Taxpayers and Citizens of Jefferson County, 232 So. 3d 845 (Ala. 2017). The trial court had ruled that the so-called “budget isolation” requirement of the Alabama Constitution is unambiguous in its conditions and that the procedures followed by the Alabama House of Representatives to adopt this legislation did not comply with the requirement, which requires approval of “three-fifths of a quorum present” for consideration of bills to be voted on by the Legislature prior to the adoption of the State’s General Fund budget. The Alabama Supreme Court upheld the legislation enacting this tax; however, the Court’s decision was based on the effect of a subsequent constitutional amendment ratifying past acts of the Legislature, rather than a determination of the constitutionality of the House of Representative’s budget isolation voting procedure. Accordingly, there remain unanswered questions about the votes required to satisfy the budget isolation requirement of the Alabama Constitution.

For the decision of the Alabama Supreme Court upholding the legislation enacting the PILOTs, see Birmingham-Jefferson Civic Center Authority v. City of Birmingham et al., 912 So.2d 204 (Ala. 2005). In the BJCC case the Alabama Supreme Court based its decision on the separation of powers principle, holding that the validity of the voting procedure in question was a nonjusticiable political question that was to be resolved by the Legislature’s own rules in the absence of a constitutional definition of the phrase “a majority of each house”. The Court reasoned that it should not substitute its judgment for procedures adopted by the Legislature to meet constitutional requirements unless those procedures are contrary to clear constitutional mandates. This principle is

expected to be controlling in challenges where the Constitution’s procedural requirements for the Legislature are not clear. See, for example, Magee v. Boyd et al., 175 So.3d 79 (Ala. 2016), in which the Court cited the BJCC case in rejecting challenges to certain other procedures of the Legislature.

The legislation enacting the recent amendment to the Special Car Rental Tax act was enacted in accordance with procedures adopted by the Alabama Legislature, including procedures adopted in response to the trial court’s decision in the recent County sales tax litigation regarding the budget isolation procedure. Neither this amendment nor any other legislation enacting the Pledged Taxes is the subject of any pending litigation, and, to the Authority’s knowledge, no such litigation has been threatened. The Authority believes that the separation of powers principle of the BJCC case, together with the implementing procedures to be employed for the collection of this tax, should preclude the success of any challenge to the Special Car Rental Tax amendment, but, in light of the recent litigious history for County taxation, no assurance can be given that a successful challenge will not be initiated.

LITIGATION

There is no litigation pending or, to the knowledge of the Authority, threatened, attacking or questioning the validity of the Bonds or the issuance and sale thereof or the use of the proceeds thereof. There is no litigation pending or, to the knowledge of the Authority, threatened, relating to the organization of or the incumbency of any of the directors or officers of the Authority.

Simultaneously with the delivery of the Bonds, the Authority will deliver a certificate to the effect that no such litigation is pending or to the knowledge of the Authority threatened.

The Authority is a defendant in several suits and has been notified of various claims against it. The Authority believes that any liability resulting from such suits and claims will be covered by the Authority’s liability insurance or can be satisfied out of other funds of the Authority available to discharge such liability without impairing the ability of the Authority to perform any of its obligations under the Indenture or its other obligations.

UNITED STATES BANKRUPTCY CODE

The United States Bankruptcy Code (the “Bankruptcy Code”) permits, under certain specific conditions, a political subdivision or public agency or instrumentality of a state – such as the Authority – to file a petition for relief in the Federal Bankruptcy Court for the district in which such public body is located, if (among other things) it is insolvent or unable to meet its debts as they mature, and it desire to effect a plan to adjust its debts. To be eligible to file for bankruptcy protection, the public body must be specifically authorized by state law to be a debtor under Chapter 9 of the Bankruptcy Code. There is currently no statutory authority under Alabama law for the Authority to file for Chapter 9 protection. The Authority is not aware of any pending legislation, or plans to pursue such legislation, that would grant authorization to the Authority to file for federal bankruptcy protection. It is possible, however, that legislation could be passed in the future granting the Authority authorization to file for bankruptcy protection. A bankruptcy proceeding by the Authority, if permitted, could have adverse effects on holders of the Bonds.

UNDERWRITING

The Series 2018B Bonds are being purchased from the Authority by Raymond James & Associates, Inc., Stifel, Nicolaus & Company, Incorporated, Loop Capital Markets LLC and Securities Capital Corporation (the “Underwriters”). The Underwriters have agreed to purchase the Series 2018B Bonds for an aggregate purchase price of $______(which represents the face amount of the Series 2018B Bonds less underwriters’ discount of $______plus net original issue premium of $______). The initial public offering prices for the Series 2018B Bonds set forth on the inside front cover page hereof may be changed by the Underwriters, and the Underwriters may offer and sell the Series 2018B Bonds to certain dealers (including dealers

depositing the Series 2018B Bonds into investment trusts) and others at prices lower than the offering prices set forth on the cover page. The Underwriters will purchase all of the Series 2018B Bonds if any are purchased.

The Series 2018C Bonds are being purchased from the Authority by the Underwriters. The Underwriters have agreed to purchase the Series 2018C Bonds for an aggregate purchase price of $______(which represents the face amount of the Series 2018C Bonds less underwriters’ discount of $______plus net original issue premium of $______). The initial public offering prices for the Series 2018C Bonds set forth on the inside front cover page hereof may be changed by the Underwriters, and the Underwriters may offer and sell the Series 2018C Bonds to certain dealers (including dealers depositing the Series 2018C Bonds into investment trusts) and others at prices lower than the offering prices set forth on the cover page. The Underwriters will purchase all of the Series 2018C Bonds if any are purchased.

The Underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include sales and trading, commercial and investment banking, advisory, investment management, investment research, principal investment, hedging, market making, brokerage and other financial and non-financial activities and services. In the various course of their various business activities, the Underwriters and their respective affiliates, officers, directors and employees may purchase, sell or hold a broad array of investments and actively trade securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments for their own account and for the accounts of their customers, and such investment and trading activities may involve or relate to assets, securities and/or instruments of the Authority (directly, as collateral securing other obligations or otherwise) and/or persons and entities with relationships with the Authority. The Underwriters and their respective affiliates may also communicate independent investment recommendations, market color or trading ideas and/or publish or express independent research views in respect of such assets, securities or instruments and may at any time hold, or recommend to clients that they should acquire, long and/or short positions in such assets, securities and instruments.

FINANCIAL ADVISORS

Porter, White & Company, Inc., Birmingham, Alabama, and Rice Advisory, LLC, Montgomery, Alabama (the “Financial Advisors”), are serving as Financial Advisors to the Authority with respect to the sale of the Bonds. The Financial Advisors assisted in the preparation of this Official Statement and in other matters relating to the planning, structuring and issuance of the Bonds and provided other advice. Although the Financial Advisors have assisted in the preparation of this Official Statement, the Financial Advisors were not and are not obligated to undertake, and have not undertaken to make, an independent verification and assume no responsibility for the accuracy, completeness or fairness of the information contained in this Official Statement.

RELATIONSHIPS

Maynard Cooper & Gale, P.C. is serving as bond counsel to the Authority in connection with the issuance of the Bonds and has previously been engaged by the Authority and by certain of the Underwriters for certain matters unrelated to the Bonds.

J.J. Johnson, the Vice-Chair of the Authority’s Board of Directors, currently works in a part-time capacity at Waldrep Stewart & Kendrick, LLC, the firm that is representing the Authority in connection with the issuance of the Bonds.

Balch & Bingham LLP represented the County in connection with the negotiation of the Funding Agreement entered into by the County and the Authority with respect to the Authority’s Revenue Bonds (Jefferson County Funding), Series 2018E. Balch & Bingham LLP also currently represents the County in certain matters unrelated to the Bonds and has previously represented certain of the Underwriters in matters unrelated to the Bonds.

RATINGS

Moody’s Investors Service (“Moody’s”) and S&P Global Ratings (“S&P”) have assigned a rating of A1 (stable outlook) and A+ (stable outlook), respectively, to the Bonds, based on their assessment of the Authority’s ability to make payments on the Bonds from the sources described herein, without regard to credit enhancement. Any further explanation as to the significance of such ratings may be obtained only from the appropriate rating agency. There is no assurance that any such ratings will remain in effect for any given period of time or that the ratings will not be revised downward or withdrawn entirely by the rating agency furnishing the same, if, in its judgment, the circumstances so warrant. Any such downward revision or withdrawal of a rating may have an adverse effect on the market price of the Bonds. The above ratings are not recommendations to buy, sell or hold the Bonds.

The Authority submitted an application with Fitch Ratings (“Fitch”) for the purpose of obtaining an additional rating on the Bonds. Prior to the assignment of such rating by Fitch, the Authority withdrew its request for the additional rating.

FINANCIAL STATEMENTS

The financial statements of the Authority as of August 31, 2017 and 2016 and for the years then ended, included in this Official Statement, have been audited by Banks, Finley, White & Co., Birmingham, Alabama, independent auditors, as stated in their report appearing in APPENDIX B to this Official Statement.

The information contained in APPENDIX B to this Official Statement is provided for informational purposes to illustrate the general financial condition of the Authority. The Bonds will not be secured by a pledge of the full faith and credit of the Authority. The Bonds will be limited obligations of the Authority payable solely from and secured by a pledge of and security interest in the proceeds of the Pledged Tax Proceeds. See “SECURITY AND SOURCE OF PAYMENT” herein.

LEGAL MATTERS

The Bonds will be issued subject to the approving opinion of Maynard, Cooper & Gale, P.C., Birmingham, Alabama, Bond Counsel. It is anticipated that the approving opinions of Bond Counsel will be in substantially the forms attached to this Official Statement as APPENDIX D. Certain legal matters will be passed upon for the Authority by its counsel, Waldrep Stewart & Kendrick, LLC, Birmingham, Alabama, and for the Underwriters by their counsel, Balch & Bingham LLP, Birmingham, Alabama.

TAX MATTERS

General

Under existing law, the tax status of the Bonds will include the following characteristics:

Federal Tax-Exempt Status of Series 2018B Bonds. Interest on the Series 2018B Bonds will be excluded from gross income for federal income tax purposes if the Authority complies with all requirements of the Internal Revenue Code of 1986 (the “Internal Revenue Code”) that must be satisfied subsequent to the issuance of the Series 2018B Bonds in order that interest thereon be and remain excluded from gross income. Failure to comply with such requirements could cause the interest on the Series 2018B Bonds to be included in gross income, retroactive to the date of issuance of the Series 2018B Bonds. The Authority has covenanted in the Indenture to comply with all such requirements.

Federal Tax Preference Treatment of Series 2018B Bonds. Interest on the Series 2018B Bonds will not be an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and

corporations; however, it should be noted that with respect to certain corporations (as defined for federal income tax purposes), such interest is taken into account in determining adjusted current earnings for the purpose of computing the alternative minimum tax imposed on such corporations, and that the federal alternative minimum tax imposed on corporations is eliminated for tax years beginning after December 31, 2017.

Series 2018C Bonds Federally Taxable. Interest on the Series 2018C Bonds will be includible in gross income of the holders for purposes of federal income taxation.

State Tax-Exempt Status. Interest on the Bonds will be exempt from State of Alabama income taxation.

Opinions of Bond Counsel

Maynard, Cooper & Gale, P.C., Birmingham, Alabama, has served as bond counsel to the Authority with respect to the issuance of the Bonds. The opinions of bond counsel will address the tax status summarized above and are attached to this Official Statement as APPENDIX D. The opinions should be read in their entirety for a complete understanding of the scope of the opinions and the conclusions expressed.

Collateral Tax Consequences

General. Prospective purchasers of the Series 2018B Bonds should be aware that ownership of the Series 2018B Bonds may result in collateral federal income tax consequences to certain taxpayers, including, without limitation, financial institutions, property and casualty insurance companies, individual recipients of Social Security or Railroad Retirement benefits, certain S corporations with “excess net passive income,” foreign corporations subject to a branch profits tax, life insurance companies, and taxpayers who may be deemed to have incurred or continued indebtedness to purchase or carry the Series 2018B Bonds. Bond Counsel will not express any opinion as to such collateral tax consequences. Prospective purchasers of the Series 2018B Bonds should consult their tax advisors as to collateral federal income tax consequences.

Original Issue Discount. The original issue discount, if any, in the selling price of a Series 2018B Bond, to the extent properly allocable to each owner of such Series 2018B Bond, is excluded from gross income for federal income tax purposes with respect to such owner. The original issue discount is the excess of the stated redemption price at maturity of such Series 2018B Bond over the initial offering price to the public, excluding underwriters and other intermediaries, at which price a substantial amount of the Series 2018B Bonds of such maturity were sold.

Under Section 1288 of the Internal Revenue Code of 1986, as amended, original issue discount on tax- exempt bonds accrues on a compound basis. The amount of original issue discount that accrues to an owner of a Series 2018B Bond during any accrual period generally equals (i) the issue price of such Series 2018B Bond plus the amount of original issue discount accrued in all prior accrual periods, multiplied by (ii) the yield to maturity of such Series 2018B Bond (determined on the basis of compounding at the close of each accrual period and properly adjusted for the length of the accrual period), minus (iii) any interest payable on such Series 2018B 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 Series 2018B Bond. Purchasers of any Series 2018B Bond at an original issue discount should consult their tax advisers regarding the determination and treatment of original issue discount for federal income tax purposes, and with respect to state and local tax consequences of owning such Series 2018B Bonds.

Premium. An amount equal to the excess of the purchase price of a Series 2018B Bond over its stated redemption price at maturity constitutes premium on such Series 2018B Bond. A purchaser of a Series 2018B Bond must amortize any premium over such Series 2018B Bond’s term using constant yield principles, based on the Series 2018B Bond’s yield to maturity. As premium is amortized, the purchaser’s basis in such Series 2018B Bond and the amount of tax-exempt interest received will be reduced by the amount of amortizable premium properly allocable to such purchaser. This will result in an increase in the gain (or decrease in the loss) to be recognized for federal income tax purposes on sale or disposition of such Series 2018B Bond prior to its maturity. Even though the purchaser’s basis is reduced, no federal income tax deduction is allowed. Purchasers of any Series 2018B Bonds at a premium, whether at the time of initial issuance or subsequent thereto, should consult with their own tax advisors

with respect to the determination and treatment of premium for federal income tax purposes, and with respect to state and local tax consequences of owning such Series 2018B Bonds.

PREPARATION AND CIRCULATION OF OFFICIAL STATEMENT

The information in this Official Statement has been provided by the Authority based on information and data, which the Authority believes to be correct, but such information is not guaranteed as to accuracy or completeness. All estimates and assumptions contained herein are believed to be reliable, but no representation is made that such estimates or assumptions are correct or will be realized.

CONTINUING DISCLOSURE

General

When the Bonds are issued, the Authority will enter into a continuing disclosure agreement (the “Continuing Disclosure Agreement”) pursuant to the requirements of Rule 15c2-12 (“Rule 15c2-12”) adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended. The Continuing Disclosure Agreement will be entered into by the Authority for the benefit of the beneficial owners of the Bonds and will obligate the Authority to provide certain information annually and to file notice of the occurrence of certain events. A form of the Continuing Disclosure Agreement is attached to this Official Statement as APPENDIX E.

Failure by the Authority to comply with the provisions of the Continuing Disclosure Agreement will not constitute an event of default under the Indenture or any related financing documents; however, nothing in the Continuing Disclosure Agreement precludes the holder of any Bond from seeking a court order requiring the Authority to comply with its obligations under the Continuing Disclosure Agreement, and the failure to comply will itself be a reportable event under Rule 15c2-12 and the Continuing Disclosure Agreement.

Compliance with Prior Undertakings

In connection with the prior issuance of certain of its obligations, the Authority has entered into other continuing disclosure agreements under Rule 15c2-12. During the past five years, the Authority has failed to file certain information required to be filed pursuant to those agreements, or has failed to file all of such information on a timely basis, as follows:

• The audited financial information and other financial information of the Authority for the fiscal years 2015, 2016 and 2017 were all filed late by a number of days ranging from 1 day late to 3 days late. The Authority did not file material event notices with respect to these late filings as required by Rule 15c2-12.

• The Authority did not file material event notices related to certain rating upgrades that occurred in 2013 and 2014 with respect to the Authority’s Series 2005-A Bonds. The rating changes with respect to these bonds were publicly available to investors.

• Assured Guaranty Municipal Corp (formerly FSA) and National Public Financial Guarantee Corp (formerly MBIA and in certain cases FGIC) have insured previously outstanding bonds of the Authority. The ratings on these bond insurance companies have been downgraded or upgraded at various times over the past several years. The rating changes related to the bond insurance companies were not reported by the Authority, but were widely publicized in the market and were also publicly available to investors.

• The Authority failed to file certain annual financial information related to area population, wage and employment data, income data and the hotel and tourism industry required to be filed by

certain of its prior continuing disclosure agreements. The Authority did not file material event notices with respect to these failures as required by Rule 15c2-12.

The Authority has made corrective filings with EMMA to remedy the filing deficiencies described above. In addition, the Authority has implemented remedial steps to ensure material compliance with its obligations under each continuing disclosure agreement applicable to all outstanding bonds of the Authority, including the Bonds, in future years.

VERIFICATION OF CERTAIN MATHEMATICAL COMPUTATIONS

The accuracy of arithmetical computations of the adequacy of the maturing principal amounts of the Escrow Securities (defined in APPENDIX A), the interest thereon and certain cash balances to pay, when due, the principal of, and the interest on the Series 1992 Bonds until their respective maturity dates, will be verified by ______. Such verification shall be based upon information supplied to ______by the Authority.

MISCELLANEOUS

The summaries and explanations of the provisions of the Bonds and certain financing documents contained in the forepart of this Official Statement do not purport to be complete, and reference is made to the pertinent provisions of the Bonds and the Indenture for a complete statement of their provisions. Such documents are on file and available for review during regular business hours upon request at the corporate trust offices of the Trustee.

The agreement of the Authority with the holders of the Bonds is fully set forth in the Bonds and the Indenture, and neither any advertisement of the Bonds nor this Official Statement is to be construed as constituting an agreement with the purchasers, holders or beneficial owners of the Bonds. So far as any statements are made in this Official Statement involving matters of opinion, whether or not expressly so stated, they are intended merely as such and not as representations of fact.

The attached appendices are integral parts of this Official Statement and must be read together with all of the foregoing statements.

The Authority has reviewed the information contained herein which relates to it and its facilities and operations and has approved all such information for use within the Official Statement.

AUTHORIZATION AND APPROVAL

This Official Statement and the distribution of this Official Statement have been duly authorized and approved by the Authority.

APPENDIX A

INFORMATION ABOUT THE AUTHORITY

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INFORMATION ABOUT THE AUTHORITY

TABLE OF CONTENTS

Page

THE AUTHORITY ...... A-1 General ...... A-1 Governance and Management ...... A-1 Major Facilities ...... A-2

RESULTS OF OPERATIONS ...... A-6 Sources of Revenues ...... A-6 Financial Data ...... A-6 Management’s Discussion ...... A-9

MANAGEMENT’S PROJECTIONS ...... A-10 Introduction ...... A-10 Assumptions Regarding Projections ...... A-15

THE PLAN OF FINANCING ...... A-18 General ...... A-18 Capital Projects ...... A-18 Refunding Plan ...... A-19 Issuance of Series 2018 Bonds ...... A-19 Sources and Uses for Plan of Financing ...... A-21 Equity for Portions of Capital Projects Not Eligible for Tax-Exempt Financing ...... A-21

DESCRIPTION OF SOURCES OF PAYMENT FOR SERIES 2018 BONDS ...... A-22 General ...... A-22 The Pledged Tax Proceeds ...... A-22 Description of Pledged Taxes ...... A-22 City Funding Agreement ...... A-27 County Funding Agreement ...... A-28 Corporate Sponsorship and Other Contractual Arrangements ...... A-28

DEBT STRUCTURE OF THE AUTHORITY ...... A-29 Current Financing Plan ...... A-29 Outstanding Debt ...... A-29 Series 2018F Bond Evidencing Regions Bank Loan ...... A-30 Short-Term Debt ...... A-30 Additional Capital Improvements ...... A-31 Anticipated Debt ...... A-32 Series 2011 CDA Bonds ...... A-32 Debt Service Requirements on Authority Debt ...... A-32 Coverage Ratios for Debt Service on Senior Lien Bonds and Subordinate Lien Bonds ...... A-35 Requirements for Additional Bonds ...... A-35

DEMOGRAPHICS ...... A-36 General ...... A-36 Population ...... A-37 Employment Statistics ...... A-37 Health Care ...... A-40 Per Capita Personal Income ...... A-40 Housing and Construction ...... A-41

Education ...... A-41 Transportation ...... A-41 Hotels ...... A-41 Tourism ...... A-43

Current Members of the Board ...... A-2 Authority Revenue Sources ...... A-6 Statement of Activities ...... A-7 Statements of Net Position...... A-8 Projection of Revenue and Expenses ...... A-12 Projection of Capital Expenditures and Unrestricted Cash and Investments ...... A-14 Assumed Timeline for Key Events ...... A-15 Sources and Uses ...... A-21 Security and Source of Payment ...... A-22 Collections of Pledged Taxes ...... A-27 Pro Forma Debt of Authority ...... A-30 Debt Service Requirements on Outstanding Authority Debt ...... A-34 Debt Service Coverage Ratios ...... A-35 Historical Population Trends ...... A-37 Comparative Employment Trends ...... A-38 Birmingham-Hoover MSA Historic Distribution of Non-Agricultural Employment ...... A-39 Largest Employers in the Birmingham-Hoover MSA ...... A-39 Comparison of Per Capita Personal Income ...... A-40 Residential Construction Activity in Birmingham-Hoover MSA ...... A-41 Birmingham Area Hotel Market ...... A-42 Top Ten Hotels ...... A-42 Tourism in Birmingham Area ...... A-43 Financial Impact of Tourism ...... A-44

THE AUTHORITY

General

The Authority was created under the Enabling Law as a public corporation authorized to construct, maintain, operate and manage a civic center located in and for the benefit of the City of Birmingham, Alabama (the “City”) and Jefferson County, Alabama (the “County”). The Enabling Law empowers the Authority, among other things, to acquire both real and personal property, to construct, own and operate any or all facilities useful or necessary to provide for public meetings, athletic contests, concerts, theatrical performances, trade shows, exhibitions or any other events that contribute to the cultural betterment of the community, to own and operate hotels and to borrow money and to issue bonds which will be payable from taxes made payable to the Authority by any act of the Legislature of Alabama and from the revenues of the Authority derived from the activities, operations and enterprises in which the Authority is authorized to engage. The Authority was organized in 1965.

The Authority owns and operates the Birmingham-Jefferson Convention Complex (the “Civic Center” or “Complex”), which is comprised of several structures providing complete facilities for sports events, musical and theatrical entertainment, conventions, meetings, banquets, trade shows and other events. The Complex is located near the center of the City covering a nine-square-block area with access to three interstate highways and a number of other major roadways. The Complex hosted an average of 680 events per year and averaged 1.07 million attendees per year from 2014 through 2017. For a more complete description of the facilities that comprise the Complex, see “Major Facilities” below.

The Authority has approximately 130 full-time and 166 part-time employees (not including hotel employees or contract labor employees). Authority employees are not covered under the City’s or the County’s pension plan and those who meet certain eligibility requirements participate in the Authority-administered money- purchase pension plan, the trustee of which is TD Ameritrade, Denver, Colorado. For additional information about the Authority’s retirement plans, see the notes to the audited financial statements of the Authority included in APPENDIX B.

Governance and Management

The Authority is governed by a nine-member Board of Directors (the “Board”). The Board is comprised of the Mayor of the City, the President of the Commission of the County and seven members elected by the incumbent members of the State Senate from Jefferson County and the incumbent members of the State House of Representatives from Jefferson County. The Chairman and other officers are elected by the full Board membership and serve until their terms as Board members expire. If a vacancy on the Board occurs (other than an ex-officio Director) and the Legislative delegation fails to fill such vacancy within sixty days, the remaining members of the Board may elect a new Director. The Board members serve without compensation, but are reimbursed for actual expenses incurred in the performance of their duties.

The current members of the Board, their present principal business or professional affiliations and the year of expiration of their current terms of office are set forth below:

A-1

Current Members of the Board

Name Occupation Term

Dennis Lathem, Chairman Executive Director, Coalbed Methane Gas 2019 J. J. Johnson, Vice-Chair (1) Retired, Regions Bank 2019 Dr. Clyde G. Echols, Treasurer Optometrist, EyeCare Associates 2018 Hon. Jay Roberson, Secretary President, Top Ten Mgmt, LLC 2020 Joe Sanders Owner, Master Image Commercial Printing 2020 Nick Sellers Senior VP Business Origination, Southern 2020 Power Dr. Billy T. Marsh Retired, High School Principal 2018 Hon. Randall Woodfin Mayor of City of Birmingham Ex Officio Hon. Jimmie Stephens President, Jefferson County Commission Ex Officio ______

Note (1): Ms. Johnson is currently working in a part-time capacity at Waldrep Stewart & Kendrick, LLC, which is acting as counsel for the Authority in connection with the issuance of the Series 2018 Bonds.

The Executive Director and CEO of the Authority directs and coordinates the ongoing operation of the Complex to carry out the objectives of the Authority as articulated by the Board. The senior management of the Authority is as follows:

Tad Snider, Executive Director and CEO. Tad Snider is the Executive Director and CEO of the Authority. He has held numerous positions during his 25 year career with the Authority. Progressive growth in each of those positions resulted in Mr. Snider’s appointment as Chief Executive Officer of the Authority in 2010. Mr. Snider’s responsibilities as Executive Director and CEO include the overall management, sales, marketing and operation of the Authority’s facilities, overseeing a full-time and part-time staff of nearly 600 and an annual operating budget in excess of $70 million. A Birmingham native, Mr. Snider received his undergraduate degree in marketing from Auburn University. He is a member of the International Association of Assembly Managers (“IAAM”), a graduate of the Oglebay Public Facility Management School, the International Association of Venue Managers Senior Executive Symposium at Cornell University and Leadership Birmingham.

Wayne Averitt, Director of Finance. Wayne Averitt is Director of Finance of the Authority. He joined the Authority in this position in November 1995. He is responsible for financial reporting and controls, investment accounting, budgeting, purchasing and accounting services, including investment and debt management and the development and management of the Authority’s annual operating capital budget of $35 million. In addition to these responsibilities, he oversees compliance with the Alabama Bid Law and the annual financial statement audit. Mr. Averitt has significant experience in governmental accounting and financial management, having previously practiced five years in public accounting specializing in audits of nonprofits and governmental organizations. Mr. Averitt holds a bachelor’s degree in accounting from The University of Alabama. He is a member of the Alabama Society of Certified Public Accountants.

Major Facilities

Legacy Arena. In December 2014, the Authority entered into a sponsorship agreement with Legacy Community Federal Credit Union, which became effective January 1, 2015. The Arena is now known as Legacy Arena at the BJCC (the “Arena”). With a seating capacity of 19,000, the Arena is one of the largest enclosed sports/entertainment facilities in the Southeast. The main floor covers approximately 17,000 square feet, and dividers can convert the main seating area into a smaller capacity venue. The Arena can accommodate a wide variety of events, including college and professional basketball games and tournaments, hockey, tennis, boxing, track, circuses, concerts, ice shows, religious services, political rallies, rodeos and motor vehicle exhibitions. Facilities include concession stands and bars, press box and press lounge, television facilities, dressing rooms, training rooms, locker rooms, offices and ticket windows, plus sound, lighting and other equipment.

A-2

The Arena will undergo an extensive renovation as part of the plan of financing. See “THE PLAN OF FINANCING—The Series 2018 Capital Projects” in this APPENDIX A. During the renovation project, the Arena will be unable to host any events for approximately 24 months. The Authority is expected to experience a substantial decline in operating revenues and PILOTs during this period. See “RESULTS OF OPERATIONS—Management’s Discussion” herein.

Exhibition Halls. The Complex contains three exhibition halls, two of which can be configured as a single unit. Together the exhibition halls furnish over 220,000 square feet of usable exhibit space, with connections for electricity, water, natural gas, telephones and compressed air. The exhibition halls can be used as separate units, each with its own ticket window and main entrance. The North Exhibition Hall includes a lobby (together with offices and an auditorium-style meeting room), a lounge, which is used for receptions, two fully equipped kitchens, portable bars, two permanent fast-food counters and eight restrooms. Direct access to the hall from the street is afforded through a 42-foot by 20-foot roll-up door. Movable walls can be placed at 30,000 square foot increments. Ceiling height is 25 feet and there are five loading docks, two with load levelers. The South Exhibition Hall has a kitchen/bar, a permanent fast-food counter, two restrooms and a separate 30-foot by 18-foot vehicle entry.

Meeting rooms. Located on the second floor level of each exhibition hall structure are meeting rooms with moveable walls, which may be divided into multiple separate rooms, each with theater style seating and designed to accommodate groups of varying sizes and banquet style seating for groups ranging from 60 to over 1,700 persons, depending upon wall arrangements. Audio-visual equipment, recording equipment, microphone and spotlights are available. The meeting room level is accessible by escalator, elevators, stairs and a freight elevator.

Concert Hall. The 3,000-seat Concert Hall is designed such that adjustments can be made for speech or music. The stage is 85 feet deep with an 88-foot wide proscenium. Other facilities include a 60-foot wide orchestra pit sitting on two hydraulic lifts, a pipe organ, 12 dressing rooms, two chorus dressing rooms with capacity of 50 people each, a ballet rehearsal room, a reception room, multilevel lobbies with built-in bars, loading dock, scenery storage, symphony library, a full complement of stage lighting and a removable orchestra shell.

Theater. The Theater accommodates 1,071 persons. Two lifts allow the shape and size of the 50-foot by 20-foot stage to change from straight proscenium opening to thrust theater to theater-in-the-round. Other facilities include multilevel lobbies, built-in bars, two rehearsal halls, scenery shop, dressing rooms and an enclosed truck loading dock. Events presented in the Theater include ballets, operas, plays, concerts, recitals, meetings and seminars.

Alabama Sports Hall of Fame. The Alabama Sports Hall of Fame is located at the southeast corner of the East Exhibition Hall. It occupies approximately 33,000 square feet of floor space and contains a wide variety and array of articles and personal mementos reflecting the careers of famous Alabama sports figures. Out of ESPN’s list of the top 100 athletes of the century, five of the top fifteen are in the Alabama Sports Hall of Fame: Jesse Owens, Hank Aaron, Joe Louis, Willie Mays and Carl Lewis. A video viewing theater, sound-sensored displays, and several interactive video facilities for the participation and enjoyment of visitors are also included in the facility.

Sheraton Hotel. The Complex includes a 16-story Sheraton hotel containing 757 guest rooms. The Sheraton Birmingham, which is owned and operated by the Authority, also contains various meeting rooms, banquet facilities, lounges, restaurants and other commercial areas. The guest rooms include single and double occupancy rooms as well as suites. The Sheraton Birmingham also contains the largest ballroom in the City.

Westin Hotel. The Authority owns and operates the Westin Birmingham hotel, which opened in 2013 and is located within the Complex. The Westin Birmingham contains 294 guest rooms, including seven suites. Additional amenities include lounge, restaurant, rooftop pool, multi-media business center and fitness studio.

Uptown. The Complex is home to the new Uptown Entertainment District (“Uptown”), which achieved 100% occupancy in May 2014. Its tenants include eight bars and restaurants, which serve Complex patrons and the local community. Since the first restaurant opening in February 2014, Uptown tenants have joined together to host street festivals, pep rallies, food tastings and musical entertainment.

A-3

The Forum Building. The Forum Building is a 364,000-square-foot facility featuring flexible meeting space. The building contains the 276-seat Forum Theater and a 75-seat tiered media room.

Parking. The Civic Center campus provides over 5,000 spaces of parking in both surface lots and parking decks. Some of the Complex’s surface parking will be eliminated by the Stadium project. The Authority is in the process of assessing its parking needs and developing a long-term parking plan. See “DEBT STRUCTURE OF THE AUTHORITY—Additional Capital Improvement Plans”.

The map on the following page shows the Complex campus, including the location of the stadium being financed with proceeds of the Series 2018 Bonds.

A-4

A-5

RESULTS OF OPERATIONS

Sources of Revenues

The Authority receives its revenue from two primary sources: operations and tax proceeds. The Authority’s gross revenues from these sources for the years indicated were as follows:

Authority Revenue Sources

Years Ended August 31 2013 2014 2015 2016 2017

Operations (1) $46,253,705 $59,083,531 $63,149,254 $62,968,229 $68,084,848 Tax Proceeds (2) 16,005,657 16,927,259 17,866,853 18,406,194 18,709,473

$62,259,362 $76,010,790 $81,016,107 $81,374,423 $86,794,321 ______

Note (1): Includes payments in lieu of taxes (“PILOTs”) retained by the Authority, which are treated as operating revenues of the Authority for financial reporting purposes. For a description of the PILOTs, see “DESCRIPTION OF SOURCES OF PAYMENT FOR SERIES 2018 BONDS – Description of Pledged Taxes – Payments in Lieu of Taxes (PILOTs)”. Note (2): This includes (a) the Pledged Tax Proceeds other than PILOTS and (b) the CDA-Related Taxes that support payment of the Series 2011 CDA Bonds. The Pledged Tax Proceeds are the tax proceeds pledged to the payment of the Series 2018A Bonds, 2018B Bonds and 2018C Bonds. For a description of the Pledged Tax Proceeds see “DESCRIPTION OF SOURCES OF PAYMENT FOR SERIES 2018 BONDS – Description of Pledged Tax Proceeds”. For a description of the CDA-Related Taxes and the Series 2011 CDA Bonds see “DEBT STRUCTURE OF THE AUTHORITY—Series 2011 CDA Bonds”. Tax proceeds do not include proceeds from the Special Car Rental Tax. The Authority will not begin receiving proceeds of the Special Car Rental Tax until November 2018.

The CDA-Related Taxes are not pledged as security for any of the Series 2018 Bonds. The amount of the CDA-Related Taxes included in “Tax Proceeds” in Table 2 was $4,112,413 in 2013, $4,704,987 in 2014, $4,890,963 in 2015, $4,870,388 in 2016 and $4,917,788 in 2017.

Financial Data

The following financial data for the five years ended August 31, 2017 is derived from the audited consolidated financial statements of the Authority. The report on the audited financial statements for the two years ended August 31, 2017 and 2016 appears in APPENDIX B to this Official Statement. A copy of the audited financial statements for the years ended August 31, 2013, 2014 and 2015 is available from the Authority upon request or is available in the Authority’s continuing disclosure filings on the MSRB’s Electronic Municipal Market Access System (EMMA) website at www.emma.msrb.org (base CUSIP number 091156).

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Statement of Activities

Year Ended August 31 2013(1) 2014(2) 2015 2016 2017 OPERATING REVENUES Revenues from operations $46,253,705 $59,083,531 $63,149,254 $62,968,229 $68,084,848

Total operating revenue 46,253,705 59,083,531 63,149,254 62,968,229 68,084,848

OPERATING EXPENSES Salaries and employee benefits 20,892,892 23,973,407 23,571,455 24,339,324 26,427,912 Utilities 7,951,054 7,738,587 6,208,765 6,865,124 7,520,213 Repairs and maintenance 1,365,186 1,855,007 2,243,373 2,318,824 2,713,740 Rent 378,234 109,723 113,591 308,057 52,637 Management fees 2,804,630 3,652,865 3,534,353 3,446,405 3,612,422 Contract services and labor 4,022,738 5,280,559 5,025,550 4,789,373 5,232,311 Capital equipment 1,720,863 1,533,730 924,370 2,522,828 2,404,205 Cost of services 3,816,475 4,883,487 3,857,268 3,747,911 3,298,022 General, administrative and other operating expenses 7,289,015 8,750,259 11,354,691 10,545,433 10,936,427 Total operating expenses before depreciation 50,241,087 57,777,624 56,833,416 58,883,279 62,197,889

Depreciation 11,308,169 12,663,197 13,239,857 13,312,584 13,521,722

Total operating expenses 61,549,256 70,440,821 70,073,273 72,195,863 75,719,611

Operating loss (15,295,551) (11,357,290) (6,924,019) (9,227,634) (7,634,763)

NONOPERATING REVENUES (EXPENSES) Special tax proceeds(3) $16,005,657 $16,927,259 $17,866,853 $18,406,194 $18,709,473 Interest income 450,200 374,206 324,292 601,292 668,986 Interest expense (4,577,360) (6,173,926) (6,255,296) (6,001,241) (5,804,777) Other income 243,377 243,377 520,217 -- -- Amortization of bond cost (85,490) ------Other non-operating expense ------(115,654) (394,901)

Total non-operating revenues, net 12,036,384 11,370,916 12,456,066 12,890,591 13,178,781

Changes in net position (3,259,167) 13,626 5,532,047 3,662,957 5,544,018

Net position at beginning of the year 143,887,663 139,954,556 139,968,182 146,017,518 149,680,475

Net position at the end of the year $140,628,496 $139,968,182 $145,500,229 $149,680,475 $155,224,493

______Note (1): The audited financial statements of the Authority for the year ending August 31, 2013 included “Special tax proceeds” of $16,005,657 as a line item under Operating Revenues, and accordingly showed Operating Income of $710,106. This chart instead shows “Special tax proceeds” under Non-Operating Revenues, following the format of the audited financial statements of the Authority for all other years shown. Note (2): As restated. Note (3): Includes proceeds of the CDA-Related Taxes that support payment of the Series 2011 CDA Bonds. See “DEBT STRUCTURE OF THE AUTHORITY – Series 2011 CDA Bonds”. Does not include any proceeds of the Special Car Rental Tax, which the Authority expects to begin receiving in November 2018.

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Statements of Net Position

Years Ended August 31 2013 2014 2015 2016 2017 ASSETS Current assets: Cash and cash equivalents $12,126,480 $11,832,751 $10,784,154 $13,381,521 $8,687,890 Restricted cash and cash equivalents 7,433,312 10,956,436 24,548,035 22,689,297 20,622,494 Accounts receivable 4,935,146 4,858,422 4,765,892 5,038,907 7,082,202 Inventory 180,540 172,083 167,462 166,278 149,225 Prepaid expenses 295,750 362,026 445,015 506,397 455,189 Total current assets 24,971,228 28,181,718 40,710,558 41,782,400 36,997,000

Investments 11,437,807 11,065,415 26,709,764 26,517,903 40,849,888 Property, plant and equipment, net 234,396,985 ------Restricted investments 7,206,947 4,607,396 2,580,445 2,577,780 2,584,443 Capital assets, net -- 227,792,237 222,513,595 221,594,882 212,208,449 Unamortized bond issuance cost 673,941 ------

Total assets $278,686,908 $271,646,766 $292,514,362 $292,472,965 $292,639,780

LIABILITIES AND NET POSITION Current liabilities: Accounts payable $2,610,986 $1,687,277 $3,191,813 $2,729,389 $ 2,208,278 Accrued expenses 2,623,148 2,912,220 2,785,942 3,123,679 4,735,836 Deposit and advance ticket sales 4,369,420 2,159,992 2,243,320 3,753,612 3,165,176 Current portion of unearned income 346,454 346,454 346,454 344,787 326,454 Total current liabilities 9,950,008 7,105,943 8,567,529 9,951,467 10,435,744

Current liabilities payable from restricted assets: Current portion of bonds payable 4,620,000 4,145,904 2,996,800 2,984,904 2,979,648 Current portion of notes payable 940,000 1,045,000 1,160,000 1,280,000 1,400,000 Accrued interest payable 1,890,335 1,799,588 1,806,988 1,774,863 1,737,613 Accreted interest payable -- 1,714,939 1,869,096 1,903,200 1,935,096 Total current liabilities payable from restricted assets 7,450,335 8,705,431 7,832,884 7,942,967 8,052,357

Long-term liabilities: Bonds payable 36,330,352 33,132,450 48,304,477 45,208,499 42,119,984 Accreted interest payable 10,076,112 9,288,725 10,126,056 9,117,960 7,974,979 Unamortized bond discounts (609,615) ------Unamortized bond premiums 23,179 ------Notes payable 69,615,000 68,570,000 67,410,000 66,130,000 64,730,000 Unearned income 5,223,041 4,876,035 4,773,187 4,441,597 4,102,223 Total long-term liabilities 120,658,069 115,867,210 130,613,720 124,898,056 118,927,186

Total liabilities 138,058,412 131,678,584 147,014,133 142,792,490 137,415,287

NET POSITION Invested in capital assets net of related debt 111,865,186 107,566,133 90,366,103 92,247,131 89,331,129 Restricted for debt service 13,612,873 13,073,794 22,858,918 22,736,592 19,401,503 Restricted for capital replacements & additions 1,027,386 1,901,588 3,681,113 2,530,485 3,647,676 Unrestricted 14,123,051 17,426,667 28,594,095 32,166,267 42,844,185 Total net position 140,628,496 139,968,182 145,500,229 149,680,475 155,224,493

Total liabilities and net position $278,686,908 $271,646,766 $292,514,362 $292,472,965 $292,639,780

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Management’s Discussion

Overview. The issuance of the Series 2018 Bonds and the completion of the Stadium and Arena projects constitute the second phase of the Authority’s long term, comprehensive expansion plan for the Complex. The initial phase included the development of the Westin Birmingham and the Uptown Entertainment District in 2013, both of which have produced positive financial results. The expansion plan is an integral part of the overall revitalization of downtown Birmingham and will increase national exposure for the City. See “THE PLAN OF FINANCING—Capital Projects” for further discussion of the Stadium and Arena projects.

The newly renovated Arena will be one of the premier sports and entertainment facilities in the Southeast, repositioning the Authority to attract national conventions, marquee concerts and shows, and to compete as a host site for NCAA basketball tournament events and the SEC or other conference basketball tournaments. The open-air stadium will be the home to The University of Alabama at Birmingham (“UAB”) football team, the Magic City Classic, and the Birmingham Bowl, and it will connect attendees with the Authority’s hotels, restaurants and parking facilities to drive additional revenue across the Complex. Both of these projects will allow the Authority to attract new events and substantially increase the number of attendees at the Complex.

In fiscal year 2017, the Complex hosted approximately 650 events and attracted more than one million attendees. Over the last five years, the Authority’s combined total operating revenue and special tax proceeds has increased steadily, from $62.3 million in fiscal year 2013 to $86.8 million in fiscal year 2017. The Authority’s management believes the upcoming projects represent tremendous growth opportunities for the Complex and for the City, as evidenced by the unprecedented corporate commitment and community involvement with the projects.

Impact of Arena Renovation. The Authority is booking events at the Arena through March 2020. Although preliminary work on the Arena renovation, such as mobilization and staging work, will begin while the Arena is still in use, work on the actual Arena renovation will not begin until after March of 2020 and will require approximately 24 months to complete. The Authority expects that the Arena renovation will be completed by February 2022.

Arena events and related PILOTs account for approximately 11% of the Authority’s total operating revenues. Arena events account for approximately 40% of the Authority’s total PILOT revenues. The Authority expects a decline in operating revenues and PILOTs during the Arena renovation period, which will be offset to some extent by reduced operating expenses. Management plans to offset the net reduction in revenues through the use of approximately $12.5 million of the Authority’s unrestricted cash reserves in order to balance its operating budget during the Arena renovation period.

Impact of Work on Adjacent Interstate Highway. The Complex is located adjacent to the convergence of three major interstate highways, I-59, I-20 and I-65. The Alabama Department of Transportation (ALDOT) has undertaken an extensive construction project for the interstate system adjacent to the Complex. Work on the interchanges on either side of the Complex has been in progress since 2012, and work on the elevated section between the interchanges is expected to begin this year. Work on this section of the interstate is expected to be completed by the end of calendar year 2020.

Although work on the interstate system has disrupted traffic flow around the Complex to some extent, the effect on the Authority’s operating revenues has not been significant to date. It is difficult to predict with certainty what the effect will be on the Authority’s operations from the work on the elevated section of the interstate between the interchanges, which is immediately adjacent to the Complex and is scheduled to begin in the last quarter of this calendar year. Some of the interstate construction period will overlap with the period when the Arena will be closed for renovation work, which should reduce the impact to some extent. Although it is not possible to predict with certainty what the future impact of this work will be, the Authority’s planned use of $12.5 million of unrestricted cash to balance its operating budget during the Arena renovation period takes into account the estimated combined effect of the interstate work and the Arena renovation.

Use of Unrestricted Cash Reserves. The Authority expects to have approximately $55 million of unrestricted cash reserves as of the end of the current fiscal year (ending August 31, 2018). A portion of these unrestricted cash reserves was accumulated to facilitate planned capital projects, including preliminary design and

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engineering costs for the Arena renovation and stadium and anticipated down time for the Arena, as well as a portion of the cost of the energy infrastructure upgrade and Sheraton renovation projects discussed below under “DEBT STRUCTURE OF THE AUTHORITY – Additional Capital Improvements”. The Authority expects that approximately $22.5 million of its unrestricted cash reserves will be used to (i) balance the operating budget during the Arena renovation period (approximately $12.5 million), (ii) pay a portion of the cost of the energy infrastructure upgrade (approximately $5 million), and (iii) pay a portion of the cost of the Sheraton renovation (approximately $5 million).

Funding of Other Capital Projects with Remaining 2015 Bond Proceeds. The Authority has various ongoing routine capital projects that are part of its capital budget for the next three years, including building renovation projects, furniture and fixture replacements, and roof replacement. In addition, the Authority is currently doing utility relocation work at the Arena and the Stadium site to prepare for those projects. The Authority currently has approximately $14 million of proceeds remaining from the 2015 Bonds that are expected to be used for these routine capital projects and the utility relocation work.

MANAGEMENT’S PROJECTIONS

Introduction

In preparation for the financing of the Stadium and the Arena renovation, management of the Authority has prepared a projection of revenues and expenses and a projection of capital expenditures and unrestricted cash and investments (collectively, the “Projections”), which are included in the two tables below. Important assumptions regarding these Projections are described after the tables in the section titled “Assumptions Regarding Projections”. Although management believes the Projections and related assumptions are reasonable, there will usually be differences between the Projections and actual results, because events and circumstances frequently do not occur as expected, and those differences could be material. In addition, the Projections should be read in conjunction with the following cautionary statements about the Projections:

• These Projections were prepared by management. No independent feasibility consultant or similar professional was retained to provide any review or support for the assumptions used in the Projections. These Projections are not part of a feasibility study that meets the guidelines or standards of the AICPA for a feasibility study.

• The historical results of operations included in the Projections are presented for comparison purposes, but the historical data is not presented in accordance with GAAP. Although management represents that the information included in the historical portions of the tables is consistent with, and was derived from, the Authority’s audited financial statements for the periods indicated, neither the historical data nor the projections in these tables is presented in accordance with GAAP standards.

• The Projections and accompanying assumptions contain forward-looking statements. Forward-looking statements include all statements that do not relate solely to historical or current fact and can be identified by use of words like “may”, “believe”, “will”, “expect”, “project”, “estimate”, “plan”, or “continue”. These forward-looking statements are based on the current plans and expectations of the Authority on the date hereof, and are subject to a number of known and unknown uncertainties and risks, many of which are beyond its control, which could significantly affect current plans and expectations and the future financial position and result of operations of the Authority. These factors include, but are not limited to:

o The schedule for completion of the significant interstate work being done adjacent to the Authority’s facilities and the effect of that work on the Authority’s operations. o Construction delays, both on the adjacent interstate work and on the Stadium and Arena renovation. o The ability to obtain financing on favorable terms for the additional projects to be undertaken during the projection period, including the Sheraton renovation and the energy infrastructure project.

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o Higher costs of operation than the projected cost. o Lower growth of revenues than the projected growth. o The lack of historical experience for analogous taxes to support projected revenues from the Special Car Rental Tax. o Performance by the City and the County under their respective funding agreements, and performance by UAB and the other third-party sponsors of their obligations under the various support agreements. o The Authority has not yet executed any contracts for construction of the Stadium and the Arena renovation and does not have a guaranteed maximum price contract or other similar agreement. The actual cost of completing these projects could be higher than the cost currently estimated. Additional financing or other sources of funding might be required to complete the Capital Projects. o Economic and demographic developments in the Authority’s service area. o The future demand for convention, trade show, entertainment, sports and other events that the Authority expects to provide or for hotel accommodations in the service area.

Investors are cautioned not to unduly rely on the Projections and other forward-looking statements when evaluating the information presented in this Official Statement, including this Appendix A and the following two tables.

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Projection of Revenue and Expenses (dollars in 000s)

Actual (Fiscal Year ended August 31) Projected (Fiscal Year ending August 31) 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 Authority Operations Authority operating revenues 12,279 14,964 15,166 16,296 18,112 19,584 18,409 16,742 14,170 16,571 19,927 Authority operating expenses (19,762) (21,153) (20,451) (22,956) (25,439) (27,097) (25,742) (25,037) (22,296) (24,041) (26,364) Authority operating profit (7,484) (6,190) (5,285) (6,660) (7,327) (7,513) (7,333) (8,295) (8,126) (7,470) (6,437)

Hotel Operations Hotel operating revenues 28,637 38,565 41,904 40,836 43,449 42,556 41,326 42,153 48,256 49,222 50,206 Hotel operating expenses (28,847) (36,624) (36,383) (35,928) (36,759) (38,943) (39,722) (40,516) (41,327) (42,153) (42,996) Hotel operating profit (210) 1,940 5,522 4,909 6,690 3,613 1,605 1,637 6,930 7,068 7,210

Stadium Operations Stadium operating revenues ------518 3,106 3,168 Stadium operating expenses ------(741) (4,445) (4,534) Stadium operating profit ------(223) (1,339) (1,365)

Total operating profit (7,694) (4,249) 237 (1,751) (637) (3,899) (5,728) (6,658) (1,419) (1,740) (593)

Tax receipts/debt funding sources Sales and Use Tax 1,200 1,200 1,200 1,200 1,200 1,200 1,200 1,200 1,200 1,200 1,200 Tobacco Tax 702 661 623 624 614 580 569 557 546 535 524 Lodging Tax (1%) 1,962 2,009 2,146 2,228 2,322 2,267 2,313 2,359 2,406 2,454 2,503 Special Beverage Tax 2,074 2,184 2,435 2,601 2,714 2,639 2,692 2,746 2,801 2,857 2,914 Special Lodging Tax 5,955 6,098 6,494 6,748 7,055 6,861 6,998 7,138 7,281 7,426 7,575 Payments in lieu of taxes 3,707 5,555 6,079 5,836 6,524 6,632 6,765 5,794 4,498 6,569 8,342 Car Rental Tax ------2,500 3,060 3,121 3,184 3,247 Subtotal 15,600 17,706 18,977 19,238 20,430 20,180 23,036 22,855 21,853 24,225 26,306

City of Birmingham ------3,000 3,000 3,000 3,000 3,000 Jefferson County ------1,000 1,000 1,000 1,000 1,000 Private Contributions & Leases - - - - - 250 1,100 1,100 3,400 3,800 3,800 Total receipts 15,600 17,706 18,977 19,238 20,430 20,430 28,136 27,955 29,253 32,025 34,106 A-12

Actual (Fiscal Year ended August 31) Projected (Fiscal Year ending August 31) 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023

Cash flow for D/S, Reserves, & Capex 7,906 13,456 19,213 17,487 19,792 16,530 22,408 21,296 27,834 30,285 33,513

Stadium capital reserve funding ------(67) (400) (408) Hotel capital reserve funding (1,432) (1,928) (2,095) (2,042) (2,172) (2,128) (2,066) (2,108) (2,413) (2,461) (2,510) Bank loan escrow account (250) (1,100) (1,100) (3,165) 565 - Interest & other income 450 374 324 601 669 ------D/S on BJCC Debt (6,074) (6,128) (6,663) (6,393) (6,395) (6,395) (18,866) (18,861) (19,102) (23,228) (22,665) D/S on Sheraton renovation loan ------(2,916) (2,916) (2,916) (2,916) (2,916) D/S on Mechanical energy upgrades ------(1,500) (1,500) (1,500) (1,500) (1,500) Cash flow 850 5,775 10,780 9,653 11,894 7,758 (4,040) (5,188) (1,328) 345 3,514

Debt Service Coverage Tax Revenue (available for senior pledge) 15,600 17,706 18,977 19,238 20,430 20,180 23,036 22,855 21,853 24,225 26,306 Senior Debt Service 6,393 9,915 9,911 9,915 9,914 9,915 Senior DSCR 3.2x 2.3x 2.3x 2.2x 2.4x 2.7x

Tax Revenue (after senior payment) 13,786 13,121 12,943 11,939 14,311 16,391 Subordinate Debt Service - 4,958 4,955 4,956 4,954 4,953 Subordinate DSCR 2.6x 2.6x 2.4x 2.9x 3.3x

Note (1): For coverage of combined maximum annual debt service on all Series 2018 Bonds payable from the Pledged Tax proceeds, see Table 13.

A-13

Projection of Capital Expenditures and Unrestricted Cash and Investments (dollars in 000s)

Actual (fiscal year) Projected (fiscal year) 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 Additional Capital Expenditures Misc. capex not otherwise identified 9,395 6,354 5,300 11,877 4,135 5,957 8,780 8,780 2,000 2,000 2,000 Capex funded from prior bond issues & other (5,625) (1,575) (328) (828) (3,438) (3,257) (6,780) (6,780) Capex funded from unrestricted cash balances (3,770) (4,779) (4,972) (11,049) (698) (2,700) (2,000) (2,000) (2,000) (2,000) (2,000)

Beginning unrestricted cash balances 22,529 23,564 22,898 37,494 39,899 49,538 54,595 48,556 41,367 38,039 36,385 Capex funded from unrestricted cash balances (3,770) (4,779) (4,972) (11,049) (698) (2,700) (2,000) (2,000) (2,000) (2,000) (2,000) Ending unrestricted cash balances 23,564 22,898 37,494 39,899 49,538 54,595 48,556 41,367 38,039 36,385 37,899

Restricted Reserves Available for Capex 2015 Bond Proceeds - - 20,867 20,159 16,817 13,560 6,780 - - - -

Unrestricted Cash & Investments Unrestricted Cash & Investments (from audit) 15,515 14,803 37,490 39,899 49,538 54,595 48,556 41,367 38,039 36,385 37,899 PILOTs (unrestricted as of FY 15) 8,050 8,095 4 ------Unrestricted Cash & Investments 23,564 22,898 37,494 39,899 49,538 54,595 48,556 41,367 38,039 36,385 37,899

Total Cash & Investments Avail. for Capex 23,564 22,898 58,361 60,058 66,355 68,156 55,336 41,367 38,039 36,385 37,899

A-14

Assumptions Regarding Projections

Assumed Timeline for Key Events

Fiscal Year 2018 2019 2020 2021 2022 Quarter 1 2 3 4 1 23412341234123 4 Start Finish Close Financing Jul-18 I20/59 Bridge Work Sep-18 Sep-19 Stadium Construction Dec-18 Jun-21 Hotel Refurbishment Sep-18 Aug-19 Arena Construction Apr-20 Mar-22 World Games (1) Jul-21 Jul-21

______

Note (1): The World Games is a major international multi-sport event meant for sports, or disciplines or events within a sport, that are not contested in the Olympic Games. Birmingham is the host city for the 2021 World Games.

Authority Operating Revenue. For the fiscal year ending August 31, 2019, management expects a slight decline in operating revenue from fiscal year 2018 based on interstate construction and expected programming. The financial projections assume a 24-month closure of the Arena from April 2020 through March 2022. The financial projections indicate the expected impact of the Arena closure and interstate construction during fiscal years 2020, 2021 and 2022. During fiscal year 2020, the Authority’s operating revenue will be impacted by 5 months of closure (April 2020 – August 2020). After being closed for the duration of fiscal year 2021, the Authority’s operating revenue during fiscal year 2022 will be impacted by seven months of closure (September 2021 – March 2022). During the Arena closure, Authority management expects a decline of approximately $5 million (adjusted for inflation) in revenue on an annual basis due to the complete closure of the Arena. During the fiscal years with partial Arena closure, the projected operating revenue is adjusted based on the number of months in which the Arena will be closed. For example, in fiscal year 2022, the Authority will operate seven months without the Arena. During fiscal year 2020, the Authority will incur a revenue reduction of approximately $3 million (7/12ths of $5 million, adjusted for inflation). After completion of the Arena, management expects the Authority to return to normal operations, growing with inflation. Inflation is estimated at 2% annually throughout the projection period. The financial projections do not include any additional growth beyond inflation after the completion of the Arena.

Authority Operating Expenses. The temporary closure of the Arena will reduce operating expenses by approximately $3 million (adjusted for inflation), on an annual basis. During the fiscal years with partial Arena closure, the projected operating expenses are adjusted based on the number of months in which the Arena will be closed. After the completion of the Arena, the Authority’s operating expenses are expected to increase with inflation. In 2021, the Authority expects to install energy-saving mechanical upgrades, resulting in $1.5 million of energy savings per year. The energy savings will be guaranteed by Alabama Power Company.

Hotel Operating Revenue. In June of 2018 the Sheraton hotel suffered significant damage to approximately half of its rooms as a result of a break in a water main inside the building. The Authority expects the property damage to be covered by its property insurance and expects a portion of the lost revenue to be recovered through the Authority’s business interruption. The Authority had planned a renovation of the Sheraton hotel in fiscal years 2020 through 2022. However, the renovation project will be accelerated and combined with the water damage work for efficiency. The renovation work is now expected to be completed in fiscal years 2019 and 2020.

The hotel operating revenue for fiscal year 2018 has been estimated using projections provided by hotel management (Marriott International) that include the estimated impact of the water damage at the Sheraton hotel in June of 2018. The projections for fiscal years 2019 and 2020 include the effect of the renovation and repair project at the Sheraton. Authority management anticipates a combined $2 million net revenue decline at its hotels (Sheraton and Westin) during fiscal years 2019 and 2020 due to the renovation and repair projects, the interstate construction and the Arena renovation. The Authority expects that after the renovation and repair work on the Sheraton is

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completed, the Sheraton should generate a one-time revenue increase of 13% and earn a profit margin of 7%. After the initial one-time revenue increase, the projections assume that hotel revenue will increase with inflation.

Hotel Operating Expense. As mentioned previously, hotel financial performance for fiscal year 2018 has been estimated using projections provided by hotel management (Marriott International). In fiscal year 2019, Authority management assumes inflationary growth from fiscal year 2018 levels. The financial projections assume that the operating expenses of both hotels will increase with inflation.

Stadium Operating Revenue. Stadium revenue projections were provided by the feasibility consultant, CSL (Convention Sports and Leisure). Projected Stadium operating revenues exclude items already dedicated to debt service, such as leases, naming rights, and suites during the anticipated funding agreement 10-year period. Those dedicated Stadium revenues are included under the line item “Private Contributions & Leases”. Stadium revenues are expected to increase with inflation. The Stadium is expected to open in July 2021 (2 months of operations in fiscal year 2021) to host the World Games. The financial projections assume that Stadium revenues will increase with inflation.

Stadium Operating Expense. Stadium expense projections were provided by the feasibility consultant, CSL (Convention Sports and Leisure) and adjusted by management based on expected programming and staffing levels. The financial projections assume that Stadium expenses will increase with inflation.

Existing Tax Revenue. Tax revenue for fiscal year 2018 has been annualized from year-to-date tax collections through April 30, 2018. PILOTs (payments in lieu of taxes) are driven by operating activities in the Arena, hotels, and convention and concert halls. Management has estimated the remaining fiscal year 2018 PILOTs based on upcoming events and historical seasonality. Sales and use tax revenue is fixed at $1.2 million per year by statute assuming minimum collections are met. The County-wide tobacco tax has declined over the past 10 years. The financial projections assume that the tobacco tax will continue to decline 2% per year. The following table summarizes the growth rates used in the financial model for each existing tax revenue stream. Inflation is estimated at 2% annually.

Tax Revenue Growth Rate Sales and Use Tax Flat (by statute) Tobacco Tax Declining (-2%) Lodging Tax (1%) Inflation (+2%) Special Beverage Tax Inflation (+2%) Special Lodging Tax Inflation (+2%) Payments in lieu of taxes Inflation (+2%)

PILOTs are generated by operating activities at the Authority’s facilities (ticket sales, concessions, hotel revenue, etc.); therefore, the renovation and closure of the Arena and the interstate construction will have an impact on the PILOTs collected due to decreased activity during the Arena closure. During the 24-month Arena closure, the Authority expects an estimated annual loss of $2.5 million in PILOT revenue. During the fiscal years with partial Arena closure, the PILOT revenue is adjusted based on the number of months in which the Arena will be closed. Upon completion, the Stadium will generate PILOTs from ticket sales and concessions. Authority management expects that the Stadium will generate at least $1 million of additional PILOTs per year, based on anticipated programming. The financial model does not include additional PILOTs that may be earned from increased hotel activities due to larger events at the Stadium.

New Special Car Rental Tax Revenue. The Special Car Rental Tax is a new tax that, according to the act levying this tax, will not begin until two months after the financing for these projects is contractually committed. The Authority expects to begin receiving car rental tax revenues in November 2018. There is no existing tax on car rentals in the County that is closely analogous to the new Special Car Rental Tax; therefore, the ability to project revenues from this tax is limited. The Authority estimates that this tax will produce approximately $3 million per year in tax revenue based on Jefferson County data from the 2012 economic census and historical car rental revenue at the Birmingham-Shuttlesworth International Airport (a national car rental study consulted by the Authority indicates that approximately 50% of the rental car market revenue is produced at airports). The financial projections assume prorated revenues from the Special Car Rental Tax of $2.5 million in fiscal year 2019 (based on 10 months A-16

of collections in such fiscal year) and that the Special Car Rental Tax revenue after fiscal year 2019 will increase with inflation.

Funding Agreements, Corporate Sponsorships and Other Contractual Agreements. The Authority has entered into funding agreements with both the City of Birmingham ($3 million per year for 30 years) and Jefferson County ($1 million per year for 30 years). Additionally, the Authority expects to receive $3.8 million (annually) in private contributions from Regions Bank, Alabama Power, Vulcan Materials, UAB (including its affiliates) and other corporate sponsors under various pledge and naming rights agreements, and from private companies committing to sign sky box leases over a 10 year period. All of these agreements provide for fixed payment schedules; there is no increase for inflation or other factors.

Stadium Capital Reserve. The financial projections assume that the Authority will fund a capital reserve account for future Stadium maintenance. The financial projections assume that the Authority will reserve $400,000 per year, increasing with inflation.

Hotel Capital Reserve. The financial model assumes that the Authority will continue to fund a reserve account for future hotel maintenance. The projections assume reserve funding at 5% of hotel revenue. Historical reserve funding has averaged approximately 3% for the last five fiscal years.

Bank Loan Escrow Account. The financial projections assume that the Authority will deposit all revenues derived from the corporate sponsorship agreements, pledge agreements and stadium leases into an interest-bearing escrow account to be used to pay debt service on the Series 2018F Bond.

Plan of Financing. The financial projections assume that the Authority incurs debt consisting of approximately $287 million in senior lien bonds, subordinate lien bonds, and bank loans to construct a Stadium and renovate its Arena. Debt service in the financial projections with respect to the bonds being issued to finance the Stadium and Arena renovation is substantially similar to the projected debt service in Table 11.

Additional Debt. In addition to the Bonds being issued to finance the Stadium and Arena renovation the Authority expects to secure bank loans to fund two additional projects: (i) Sheraton upgrades and (ii) mechanical energy saving upgrades. The Authority does not expect to obtain commitments for this additional financing before the Bonds are issued.

Sheraton Upgrades. The Authority is required by Marriott to update the Sheraton, which will be renovated in tandem with the Arena and Stadium timelines. The scope focuses on the guestrooms, with full renovation of the rooms, and partial bathroom renovations, separating the two towers (Atrium and Tower) in two phases so that the renovation is completed during low occupancy season. The lobby areas will undergo a comprehensive soft goods renovation while food and beverage facilities will require full renovation. The final phase includes a soft goods renovation of the ballroom space. Additional repairs and maintenance will be required on the hotel’s exterior façade. The total cost estimate is $30 million. The plan will be funded by a combination of current cash on hand and bank financing. The financial projection assumes debt service of approximately $2.9 million per year based on a 10 year, $25 million bank financing using an estimated interest rate of 2.9%. No commitment for this financing has been obtained. The Authority does not intend to pledge the Pledged Tax Proceeds to the payment of this debt.

Mechanical Plant Energy Savings Project. The Authority has entered into a Guaranteed Energy Saving Contract with Alabama Power Company. The purpose of the project is to modernize the mechanical systems of the complex resulting in savings of energy and maintenance while increasing operating dependability and efficiency. The upgrades will include chillers, boilers, controls, lighting, water conservation, sub-metering and electrical retrofits. The total cost estimate is approximately $20 million. The project will be funded by a combination of current cash on hand (approximately $5 million) and bank financing (approximately $15 million). The projections assume that $1.5 million of energy savings will begin in fiscal year 2021. The Authority expects that the annual energy savings from this project (estimated to be $1.5 million per year) will offset 100% of annual debt service on the bank financing. No commitment for this financing has been obtained. The Authority does not intend to pledge the Pledged Tax Proceeds to the payment of this debt.

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Capital Expenditures. The historical capital expenditures of the Authority have been funded from a combination of bond proceeds and cash reserves. The historical capital expenditures funded from bond proceeds have been separated from the amount funded from cash reserves (including hotel cash reserves). The Authority expects to spend its remaining 2015 bond proceeds (estimated to be approximately $13.6 million as of the end of fiscal year 2018) over the next two years (fiscal year 2019 and fiscal year 2020). Additionally, the financial projections assume that the Authority will invest approximately $2 million per year on miscellaneous capital expenditures from excess cash flow.

Unrestricted Cash Reserves. The financial projections estimate an annual cash reserve balance after paying debt service, funding reserves (hotel and Stadium), and investing in additional capital expenditures ($2 million per year). The financial projections do not take into account changes in working capital. Additional cash from unrestricted reserves may be used to cover the cash portion of the Sheraton upgrades and mechanical plant energy savings project, as needed.

THE PLAN OF FINANCING

General

The bonds offered pursuant to this Official Statement are being issued as part of an overall plan of financing by the Authority that includes the refunding of certain outstanding debt of the Authority and the financing of certain capital projects on the campus of the Complex (the “Capital Projects”). Under the plan of financing, the Authority will issue six separate series of bonds (collectively, the “Series 2018 Bonds”): (i) its Special Tax Bonds, Series 2018A (the “Series 2018A Bonds”); (ii) its Special Tax Bonds (Subordinate Lien), Series 2018B (the “Series 2018B Bonds”); (iii) its Special Tax Bonds (Subordinate Lien), Taxable Series 2018C (the “Series 2018C Bonds”); (iv) its Revenue Bonds (City of Birmingham Funding), Series 2018D (the “Series 2018D Bonds”); (v) its Revenue Bonds (Jefferson County Funding), Series 2018E (the “Series 2018E Bonds”); and (vi) its Private Contribution Bond, Taxable Series 2018F (the “Series 2018F Bond”). The principal amount of each series of bonds is included in Table 8.

The Series 2018A Bonds, Series 2018B Bonds, Series 2018C Bonds, Series 2018D Bonds and Series 2018E Bonds are being publicly offered. The Series 2018F Bond will evidence a loan from Regions Bank. Each series of Series 2018 Bonds has a separate source of payment and security as described below under “Issuance of Series 2018 Bonds” and as described under “DESCRIPTION OF SOURCES OF PAYMENT FOR SERIES 2018 BONDS” in this APPENDIX A.

The proceeds of the Series 2018A Bonds, the Series 2018B Bonds, the Series 2018D Bonds, the Series 2018E Bonds and the Series 2018F Bond will be used to finance the costs of acquiring and constructing the Capital Projects, which are described below. The proceeds of the Series 2018C Bonds will be used to refund the Authority’s Refunding and Capital Outlay Special Tax Bonds, Series 1992 (the “Series 1992 Bonds”). Proceeds of the Series 2018 Bonds will also be used to pay costs incurred in connection with the issuance of the Series 2018 Bonds.

Capital Projects

The Capital Projects consist of (a) renovation of the Arena and the Authority’s existing convention and meeting space, and (b) construction of a flexible-use, open-air stadium (the “Stadium”) that will provide an additional venue for convention, sports and entertainment events. The Stadium will be the home stadium for UAB football, which will be the Stadium’s lead tenant.

Renovation of Legacy Arena. Legacy Arena was originally constructed in 1975. This project will be the first top-to-bottom renovation of the entire structure since its original construction. The Arena will undergo an extensive overhaul designed to modernize the Arena and enhance the patron experience. The renovated Arena will include wider concourses for better circulation and visibility, additional luxury suites, club level facilities, modernized and expanded concessions and bathrooms, improved ingress and egress, new seating throughout the Arena and new locker room and dressing areas. Exterior improvements will include a new entry plaza and a completely new façade. The renovated Arena will have a seating capacity of 19,000 with 17,000 square feet of floor A-18

space and will be able to accommodate basketball, hockey, tennis, boxing, track, circuses, concerts, ice shows, religious services, political rallies, rodeos, motor vehicle exhibitions and numerous other events. The estimated total cost of the renovations is approximately $125 million.

Stadium. The Stadium will be a new, open-air, 45,000-seat, state-of-the-art venue. It will be constructed on a 10.25-acre site on the northeast corner of the Authority’s footprint and will be located adjacent to the Uptown Entertainment District. Features will include premium clubs and suites, state-of-the-art concession and bathroom facilities, the ability to expand to 55,000 seats with portable seating, a skywalk connection to the rest of the Complex and an outdoor event plaza at the southern entrance to the Stadium. The Stadium will be able to host football, soccer, concerts and other outdoor events, and will be the home of UAB football. The estimated total cost of the Stadium is approximately $175 million.

The Authority has not executed any contracts for construction of the Stadium or the Arena renovation and does not have a guaranteed maximum price or other similar agreement. The actual cost of completing the Capital Projects could be higher than the cost currently estimated. Additional financing or other sources of funding might be required to complete the Capital Projects.

Refunding Plan

The Authority issued its Series 1992 Bonds as capital appreciation bonds secured by a first lien on the Authority’s portion of the proceeds of the Sales and Use Tax, Tobacco Tax and Lodging Tax. The Series 1992 Bonds had an outstanding accreted value of approximately $10,371,000 on June 1, 2018.

To provide for the refunding of the Series 1992 Bonds, the Authority and The Bank of New York Mellon Trust Company, N.A. will enter into an Escrow Trust Agreement (the “Escrow Agreement”). Pursuant to the Escrow Agreement, an irrevocable trust fund (referred to in the Escrow Agreement as the “Escrow Fund”) will be established for the benefit of the holders of the Series 1992 Bonds. Proceeds of the Series 2018C Bonds in the amount of $9,425,000, together with funds contributed by the Authority in the approximate amount of $2,000,000, will be deposited in the Escrow Fund and invested in certain direct obligations of the United States Treasury (the “Escrow Securities”). The principal and interest on the Escrow Securities, without reinvestment, together with the initial cash balance in the Escrow Fund remaining after investment in such securities, will be sufficient to pay the principal and interest requirements on the Series 1992 Bonds from (and including) September 1, 2018 through their respective maturities.

Issuance of Series 2018 Bonds

Series 2018A Bonds. The Authority is issuing the Series 2018A Bonds pursuant to that certain Trust Indenture dated February 1, 2015 between the Authority and Regions Bank, as successor trustee, as supplemented by a First Supplemental Trust Indenture (the “Senior Lien Indenture”). The Series 2018A Bonds will be limited obligations of the Authority payable solely from and secured by a pledge of and security interest in the Pledged Tax Proceeds on a first priority basis. The Series 2018A Bonds will be secured by the Pledged Tax Proceeds on a parity of lien with the pledge thereof in favor of the Authority’s Special Tax Bonds, Tax-Exempt Series 2015-A (the “Series 2015A Bonds”) and any additional bonds issued pursuant to the Senior Lien Indenture. For a description of the Pledged Tax Proceeds, see “DESCRIPTION OF SOURCES OF PAYMENT FOR SERIES 2018 BONDS – The Pledged Tax Proceeds” in this APPENDIX A.

Series 2018B Bonds. The Authority is issuing the Series 2018B Bonds pursuant to that certain Trust Indenture (Subordinate Lien) dated August 1, 2018 (the “Subordinate Lien Indenture”) between the Authority and Regions Bank, as trustee. The Series 2018B Bonds will be limited obligations of the Authority payable solely from and secured by a pledge of and security interest in the Pledged Tax Proceeds, subject and subordinate, however, to the prior pledge of the Pledged Tax Proceeds to the payment of the obligations issued under the Senior Lien Indenture. The Series 2018B Bonds will be secured under the Subordinate Lien Indenture on a parity of lien with the pledge thereof in favor of the Series 2018C Bonds and any other additional bonds issued pursuant to the Subordinate Lien Indenture. For a description of the Pledged Tax Proceeds, see “DESCRIPTION OF SOURCES OF PAYMENT FOR SERIES 2018 BONDS – The Pledged Tax Proceeds” in this APPENDIX A.

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Series 2018C Bonds. The Authority is issuing the Series 2018C Bonds pursuant to the Subordinate Lien Indenture. The Series 2018C Bonds will be taxable obligations. The Series 2018C Bonds will be limited obligations of the Authority payable solely from and secured by a pledge of and security interest in the Pledged Tax Proceeds, subject and subordinate, however, to the prior pledge of the Pledged Tax Proceeds to the payment of the obligations issued under the Senior Lien Indenture. The Series 2018C Bonds will be secured under the Subordinate Lien Indenture on a parity of lien with the pledge thereof in favor of the Series 2018B Bonds and any other additional bonds issued pursuant to the Subordinate Lien Indenture. For a description of the Pledged Tax Proceeds, see “DESCRIPTION OF SOURCES OF PAYMENT FOR SERIES 2018 BONDS – The Pledged Tax Proceeds” in this APPENDIX A.

Series 2018D Bonds. The Authority is issuing the Series 2018D Bonds pursuant to that certain Trust Indenture dated August 1, 2018 (the “City-Supported Bond Indenture”) between the Authority and Regions Bank, as trustee. The Series 2018D Bonds will be limited obligations of the Authority payable solely from and secured by a pledge of payments received by the Authority from the City under that certain Funding Agreement dated July __, 2018 (the “City Funding Agreement”) between the Authority and the City. Pursuant to the City Funding Agreement, the City is obligated to contribute $3,000,000 per year for 30 years to finance a portion of the cost of the Capital Projects. The City Funding Agreement constitutes a general obligation of the City. The Series 2018D Bonds will not be secured by a pledge of the Pledged Tax Proceeds. For a more complete description of the City Funding Agreement, see “DESCRIPTION OF SOURCES OF PAYMENT FOR SERIES 2018 BONDS – The City Funding Agreement” in this APPENDIX A. In addition, the proposed form of the City Funding Agreement is attached as an Appendix to the Official Statement for the Series 2018D Bonds.

Series 2018E Bonds. The Authority is issuing the Series 2018E Bonds pursuant to that certain Trust Indenture dated August 1, 2018 (the “County-Supported Bond Indenture”) between the Authority and Regions Bank, as trustee. The Series 2018E Bonds will be limited obligations of the Authority payable solely from and secured by a pledge of payments received by the Authority from the County under that certain Funding Agreement dated July __, 2018 (the “County Funding Agreement”) between the Authority and the County. Pursuant to the County Funding Agreement, the County is obligated to contribute $1,000,000 per year for 30 years to finance a portion of the cost of the Capital Projects. The County Funding Agreement constitutes a general obligation of the County. The Series 2018E County-Supported Bonds will not be secured by a pledge of the Pledged Tax Proceeds. For a more complete description of the County Funding Agreement, see “DESCRIPTION OF SOURCES OF PAYMENT FOR SERIES 2018 BONDS – The County Funding Agreement” in this APPENDIX A. In addition, the proposed form of the County Funding Agreement is attached as an Appendix to the Official Statement for the Series 2018E Bonds.

Series 2018F Bond. The Authority will issue the Series 2018F Bond pursuant to a financing agreement (the “Financing Agreement”) between the Authority and Regions Bank (the “Lender”). The Series 2018F Bond evidences a direct loan from the Lender in the amount of $31,000,000. The Series 2018F Bond will be a taxable obligation. The Series 2018F Bond will be a limited obligation of the Authority payable solely from and secured by a pledge and assignment of (i) contributions made to the Authority by various corporate or university sponsors in support of the Stadium project, (ii) amounts received under a naming rights agreement with respect to the Stadium between the Authority and a corporate sponsor, (iii) lease and marketing rights payments from UAB for the use of the Stadium for UAB home football games, and (iv) lease revenues received by the Authority from the leasing of the premium suites in the Stadium. See “DESCRIPTION OF SOURCES OF PAYMENT FOR SERIES 2018 BONDS – Corporate Sponsorships and Other Contractual Arrangements” in this APPENDIX A for a more complete description of the sources of payment for the Series 2018F Bond. The Series 2018F Bond will not be secured by a pledge of the Pledged Taxes.

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Sources and Uses for Plan of Financing

The following table shows estimated sources and uses of funds for the 2018 plan of financing. The amounts included in the table are preliminary and subject to change.

Sources and Uses (in 000’s)

Series Series Series Series Series Series 2018A 2018B 2018C 2018D 2018E 2018F Bonds Bonds Bonds Bonds Bonds Bond Total

Sources of Funds: Principal Amount $117,360* $67,535* $9,435* $46,615* $15,380* $31,000* $287,325* Net Original Issue Premium Interest Earnings

Funds contributed by Authority

Total Sources of Funds

Uses of Funds: Deposit to Escrow Fund for Series 1992 Bonds Costs of Series 2018 Capital Improvements Costs of Issuance (1)

Total Uses of Funds ______

*Preliminary; subject to change. Note (1): Includes underwriters’ discount, legal and accounting fees, printing costs, rating agency fees, other costs of issuance and bond rounding amounts.

Equity for Portions of Capital Projects Not Eligible for Tax-Exempt Financing

Some portions of the Capital Projects may not be eligible for tax-exempt financing. For example, the stadium will include skyboxes that are not eligible for tax-exempt financing. In addition, the granting of naming rights for the Stadium is considered private use of some portion of the Stadium, which portion may not be financed with tax-exempt bonds. The Authority expects to allocate the taxable proceeds of the Series 2018F Bond to Capital Improvement costs not eligible for tax-exempt financing. $31 million of proceeds from the Series 2018F Bond is expected to be sufficient to finance the ineligible portions of the Capital Projects.

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DESCRIPTION OF SOURCES OF PAYMENT FOR SERIES 2018 BONDS

General

This section of APPENDIX A describes the various sources of payment and security that are included in the overall plan of financing for the Series 2018 Bonds.

Each series of Series 2018 Bonds is payable from and secured by a separate source of payment. For the specific source of payment and security for the bonds offered pursuant to this Official Statement, see “SECURITY AND SOURCE OF PAYMENT” in the front portion of this Official Statement.

The security and source of payment for each separate series of Series 2018 Bonds is set out in the following table:

Security and Source of Payment

Series Source of Payment

2018A First priority lien on Pledged Tax Proceeds 2018B Subordinate lien on Pledged Tax Proceeds 2018C Subordinate lien on Pledged Tax Proceeds 2018D City Funding Agreement 2018E County Funding Agreement 2018F Private pledge agreements, naming rights agreements, stadium lease and suite leases

The Pledged Tax Proceeds

The Pledged Tax Proceeds consist of the Authority’s portion of the proceeds from seven (7) separate sources of revenue: the Special Beverage Tax, the Special Lodging Tax, the Special Car Rental Tax, the PILOTs, the Sales and Use Tax, the Tobacco Tax and the Lodging Tax (all as defined below). None of such taxes or payments in lieu of taxes has an expiration or termination date under its respective authorizing legislation.

The Series 2018A Bonds, the Series 2018B Bonds and the Series 2018C Bonds will be payable from and secured by a pledge of the Pledged Tax Proceeds. Following the issuance of the Series 2018 Bonds, the Series 2018A Bonds, the Series 2018B Bonds, the Series 2018C Bonds and the Series 2015-A Bonds will be the only outstanding obligations of the Authority that are payable from, or secured by a pledge of and security interest in, the Pledged Tax Proceeds. The pledge of the Pledged Tax Proceeds to the payment of the Series 2018A Bonds and the Series 2015-A Bonds is a senior, first-priority pledge of such tax proceeds. The pledge of the Pledged Tax Proceeds to the payment of the Series 2018B Bonds and the Series 2018C Bonds is subject and subordinate to the prior pledge of the Pledged Tax Proceeds to the payment of the Series 2018A Bonds, the Series 2015-A Bonds and any other Additional Bonds issued pursuant to the Senior Lien Indenture.

Description of Pledged Taxes

Special Beverage Tax. The Special Beverage Tax is a 3% sales tax levied, in addition to all other taxes, on alcoholic beverages sold in the County by restaurants that are licensed by the Alabama Alcoholic Beverage Control Board. The Special Beverage Tax is levied pursuant to Act No. 2001-545 of the 2001 Regular Session of the Alabama Legislature, as amended by Act No. 2003-288, adopted at the 2003 Regular Session of the Alabama Legislature, and as validated and confirmed by Act No. 2004-531, adopted at the 2004 Regular Session of the Alabama Legislature (the “Special Beverage Tax Act”). The sale of table wine in the County is specifically exempted from the tax imposed by the Special Beverage Tax Act. In addition, the proceeds of all sales that are presently exempt under the State of Alabama sales and use tax statutes are exempt from the Special Beverage Tax.

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All amounts collected in the County pursuant to the Special Beverage Tax Act are allocated to the Authority to be used for the support of the operations of the Authority.

The taxes levied by the Special Beverage Tax Act are due and payable to the Jefferson County Director of Revenue (the “Director of Revenue”) on or before the last day of each month following the month in which the taxes accrued. The Director of Revenue remits the proceeds of the Special Beverage Tax to the Authority before the 20th day of each calendar month.

Special Lodging Tax. The Special Lodging Tax is a privilege or license tax levied, in addition to all other taxes, on any person, organization, or other entity engaging in the County in the business of renting or furnishing any room or rooms, lodgings, or accommodations, in any hotel, motel, inn, tourist court, or any other place in which rooms, lodgings or accommodations are regularly furnished for a consideration. The Special Lodging Tax is levied pursuant to Act No. 2001-546 of the 2001 Regular Session of the Alabama Legislature, as validated and confirmed by Act No. 2004-531, adopted at the 2004 Regular Session of the Alabama Legislature (the “Special Lodging Tax Act”). The amount of the tax is equal to 3% of the charge for such rooms, lodgings or accommodations. The Special Lodging tax Act limits to 14% the amount of all lodging taxes levied in the County.

The Special Lodging Tax provides for certain exemptions from the levy of the Special Lodging Tax, including (a) charges for property sold or services furnished which are required to be included in the tax levied under the State sales and use tax legislation; (b) boarding houses, tourist homes and similar establishments regularly offering less than five rooms for rental; (c) charges for the rental of rooms, lodgings or accommodations furnished by any hospital, nursing homes, or convalescent homes, or by any charitable or eleemosynary institutions; and (d) charges for the rental of rooms, lodgings or accommodations for a period of thirty continuous days or more.

All amounts collected in the County pursuant to the Special Lodging Tax Act are legislatively allocated to the Authority to be used for the support of the operation of the Authority.

The taxes levied by the Special Lodging Tax Act are due and payable to the Director of Revenue on or before the last day of each month following the month in which the taxes accrued. The Director of Revenue remits the proceeds of the Special Lodging Tax to the Authority before the 20th day of each calendar month.

Special Car Rental Tax. The Special Car Rental Tax is a privilege or license tax levied, in addition to all other taxes, on any person, organization, or other entity engaging or continuing in the County in the business of leasing or renting any passenger automotive vehicle for one year or less. The Special Car Rental Tax is levied pursuant to Act No. 2001-550 of the 2001 Regular Session of the Alabama Legislature, as amended by Act No. 2018-288 of the 2018 Regular Session of the Alabama Legislature. The amount of the tax is equal to 3% of the charge for such rental or lease.

All amounts collected in the County pursuant to the Special Car Rental Tax Act are legislatively allocated to the Authority to be used for the support of the operation of the Authority.

The taxes levied by the Special Car Rental Act are due and payable to the Director of Revenue on or before the last day of each month following the month in which the taxes accrued. The Director of Revenue remits the proceeds of the Special Tax to the Authority before the 20th day of each calendar month.

The Authority estimates that the Special Car Rental Tax will generate approximately $3,000,000 per year. This estimate is based on the more conservative indication of potential tax revenues from two separate analyses conducted by the Authority. The first analysis uses data from the 2012 Economic Census, which reported that passenger car rental revenues in the County for that year totaled $139,039,000. The 3% Special Car Rental Tax would generate approximately $4.2 million when applied to the passenger car rental revenue reported by the 2012 Economic Census.

The second analysis uses historical auto rental activity occurring at the Birmingham-Shuttlesworth International Airport (the “Airport”) over the last 10 years. According to information compiled by The Birmingham Airport Authority, which collects a 10% commission fee on car rental sales occurring at the Airport, car rental sales at the Airport have averaged approximately $50,220,000 per year for the ten-year period covering 2008 through A-23

2017. The Authority applied a 2x multiplier to the historical Airport collections for an estimate of $100 million in car rental revenue for the County. The 2x multiplier was based on (i) a market study of the national car rental industry conducted by IBIS World, Santa Monica, CA, indicating that approximately 50% of rental car market revenue is produced at airports, and (ii) the actual number of car rental entities located in the County as compared to the number of entities located at the Airport. The 3% Special Car Rental Tax would generate $3,000,000 per year when applied to the $100 million annual car rental revenue estimate described above.

There is no historical collection data available for the Special Car Rental Tax, and no assurance can be given that the Authority’s estimate will be realized. Therefore, the coverage for the Senior Lien Bonds and the Subordinate Lien Bonds does not take into account any estimated proceeds generated by such tax. Nevertheless, the implementation of the Special Car Rental Tax should increase the amount of Pledged Tax Proceeds available to service the debt on the Senior Lien Bonds and the Subordinate Lien Bonds. For a discussion of additional risks associated with the Special Car Rental Tax, see “RISK FACTORS—Past Challenges to Procedures of the Alabama Legislature” in the front portion of the Official Statements for the Series 2018A Bonds and the Series 2018B Bonds.

Payments In Lieu Of Taxes (PILOTs). The Authority engages in various transactions at its facilities that would ordinarily give rise to taxes that would be levied by the State or any municipality or county of the State with respect to such transactions if the Authority were not constitutionally exempt from such taxes under Amendment No. 280 to the Alabama Constitution. The Authority’s Enabling Law was amended in 2003 to authorize the Authority to impose and collect a fee or charge in lieu of such taxes that would otherwise be levied absent the constitutional exemption. Such taxes include leasing or rental taxes, sales taxes, lodging taxes, taxes on the sale of alcoholic beverages and taxes on the sale of tobacco products. Under the Enabling Law, the Authority may use the proceeds of the PILOTs (referred to in the Enabling Law as “transaction-related fees”) for any purpose for which the Authority may apply its other funds under the provisions of the Enabling Law.

The Greater Birmingham Convention and Visitors Bureau (“GBCVB”) provides marketing services with respect to events at the Civic Center and other events in the Birmingham area that promote tourism and commerce. The GBCVB is funded in part by a share of various lodging taxes. In 2003, after the PILOT legislation was passed, the Authority and GBCVB entered into an agreement (the “GBCVB Allocation Agreement”) that was intended to restore to GBCVB the amount of funding that would otherwise have been received by GBCVB but for the effect of the PILOTs. Thus, the GBCVB Agreement provides that GBCVB will receive from the Authority an amount equal to 4% of the Authority’s hotel room revenue each year. The amount allocated and paid each year to GBCVB pursuant to the GBCVB Allocation Agreement is not secured by any lien on the PILOTS. However, the Senior Lien Indenture and the Subordinate Lien Indenture provide that amounts payable pursuant to the GBCVB Agreement are not included in Pledged Tax Proceeds for purposes of the Additional Bond tests of the Senior Lien Indenture and the Subordinate Lien Indenture.

The total amount of lodging taxes that would be payable with respect to the Authority’s hotels is currently 17-1/2% of room revenue. The amount of PILOTS with respect to the Authority’s hotels that is retained by the Authority and included in the Authority’s financial statements is 10% of room revenue. An amount equal to 4% of room revenue is paid to GBCVB pursuant to the GBCVB Allocation Agreement. An amount equal to 3-1/2 % of room revenue is paid to the City pursuant to the CDA Development Agreement. See “DEBT STRUCTURE OF THE AUTHORITY – Series 2011 CDA Bonds”. For financial reporting purposes, the amount of PILOTS allocated to GBCVB pursuant to the GBCVB Allocation Agreement and the amount of PILOTs allocated to the City pursuant to the CDA Development Agreement are excluded from revenue of the Authority. All other PILOTs retained by the Authority, including PILOTs equal to 10% of hotel room revenues, are reported as “revenues from operations”. In addition, the amount of PILOTS used to make these payments to GBCVB under the GBCVB Agreement and to the City under the CDA Development Agreement are not included in Pledged Tax Proceeds for purposes of the Additional Bond tests of the Senior Lien Indenture and the Subordinate Lien Indenture and are not reported as part of the Pledged Tax Proceeds in Table 10.

The Sales and Use Tax. The Sales and Use Tax is a privilege or license tax legislatively imposed, in addition to all other taxes, in the County pursuant to Act No. 405 enacted at the 1967 Regular Session of the Alabama Legislature, as amended by Act No. 659 enacted at the 1973 Regular Session of the Alabama Legislature (the “Sales and Use Tax Act”). The Sales and Use Tax Act provides that there shall be levied in every county in the State having a population of 500,000 or more, according to the last or any subsequent federal census (the County A-24

being the only county in the State in this category), a sales tax (the “Sales Tax”) on all persons (a) engaged in the business of selling tangible personal property at retail, (b) conducting places of amusement or entertainment, or (c) engaged in any business subject to the sales tax imposed by the State of Alabama. The Sales Tax so levied is required to be passed on to the consumer or purchaser at retail. The Sales Tax is in the nature of a tax on gross receipts of all businesses in the County subject to the tax.

The Sales and Use Tax Act further provides for the levy of a use tax (the “Use Tax”) on the use of tangible personal property brought into the County. The Use Tax is complementary to the Sales Tax and is payable at the same rate as the Sales Tax in those cases where the Sales Tax would be payable if the tangible property had been sold within the County. The Sales and Use Tax is levied at one-quarter (1/4) of the rate at which the State sales and use taxes are levied. The State sales and use taxes are currently levied at the rate of four percent (4%) of the gross sales or gross receipts, as the case may be, of all businesses subject to the tax, except that the rate with respect to certain machinery, motor vehicles and trailers is one and one-half percent (1-1/2%). Certain sales are exempt from both taxes as provided in the Sales and Use Tax Act. The Sales and Use Tax Act further provides that in the event the present State sales and use tax statutes are repealed, the Sales and Use Tax will continue to be imposed and levied within the County as if the State sales and use tax statutes had not been repealed.

The Sales Tax is due and payable on or before the 20th day of the month next succeeding the month during which the tax accrued. The Use Tax is due and payable on or before the 20th day of the month next succeeding the quarterly period during which the tax accrued. The Sales and Use Tax Act provides that, on or before the 20th day of the month next following each month during which Sales and Use Tax is levied, the Director of Revenue is required to make a division of the gross proceeds of these taxes collected by the County as follows:

1. The first one-half share of the gross tax proceeds collected by the County shall be paid into various funds, departments and accounts of the County as required by law.

2. The second one-half share of the gross tax proceeds is required to be applied as follows:

(a) $100,000 is required to be paid each month to the Authority, and in the event that such one-half share of the proceeds collected during such preceding calendar month is less than $100,000, all such one-half share is required to be paid to the Authority;

(b) in the event that the total of the amounts paid to the Authority during the month (but out of the collections from the then preceding month) from the net proceeds of the Tobacco Tax and the Lodging Tax, aggregate less than $100,000, such amount of the second one-half share shall be paid to the Authority as when added to the amounts already paid to the Authority from the net proceeds of the Tobacco Tax and the Lodging Tax will equal the sum of $100,000 per month; and

(c) the remaining balance of the second one-half share shall be paid into various funds, departments and accounts of the County as required by law.

The Authority’s maximum claim to the second one-half share of the proceeds from the Sales and Use Taxes under present law (the “Authority’s Maximum Annual Sales Tax Claim”) is $2,400,000 per year (the sum of the amounts which may be realized annually under paragraphs (a) and (b) above).

The Tobacco Tax. The Tobacco Tax is levied in the County pursuant to Act No. 524 enacted at the 1965 Regular Session of the Alabama Legislature, as amended (the “Tobacco Tax Act”). The Tobacco Tax Act provides that there shall be levied in every county of the State having a population of 500,000 or more, according to the last or any subsequent federal census (i.e., the County), a license tax on every person who sells, stores or delivers cigarettes or smoking tobacco in the county, which tax shall be in addition to all other taxes imposed. The rates of the Tobacco Tax range from $.01 on each package of cigarettes to $.23 on each package depending on the number of cigarettes and the weight of the tobacco contained in each package.

Under the Tobacco Tax Act, the collection and administration of the Tobacco Tax in the County is the responsibility of the Director of Revenue who, prior to the 20th day of each month, is required to pay to the A-25

Authority the proceeds of the Tobacco Tax collected in the next preceding month, after first having deducted one percent (1%) of the total proceeds for that month to cover the expense of collection and administration. Amounts shown in Table 7, “Collections of Pledged Taxes”, are net of the expense of collection and administration of the Tobacco Tax.

The Lodging Tax. A lodging license tax (the “Lodging Tax”) is levied in the County pursuant to Act No. 525 enacted at the 1965 Regular Session of the Legislature of Alabama (the “Lodging Tax Act”). The Lodging Tax Act provides that there shall be levied in every county of the State having a population of 500,000 or more, according to the last or any subsequent federal census (i.e., the County), a privilege or license tax on every person engaged in the county in the business of renting or furnishing any room or rooms, lodging or accommodations, in any hotel, inn, motel, tourist court or trailer court. The Lodging Tax is imposed at the rate of one percent (l%) of the charge for such room, rooms, lodging or accommodations, including the charge for use or rental of personal property and services furnished in such room.

The Lodging Tax Act provides for certain exemptions from the levy of the Lodging Tax. The exemptions are (a) charges for property sold or services furnished which are required to be included in the tax levied under the State sales tax legislation (i.e., Act No. 100 of the Second Special Session of 1959 of the Alabama Legislature); (b) boarding houses, tourist homes and similar establishments regularly offering less than five rooms for rental to transients; (c) charges for the rental of rooms, lodging or accommodations furnished by any hospital, nursing home, convalescent home or by any charitable institution; (d) charges for the rental of rooms, lodging or accommodations to a person for a period of thirty continuous days or more; and (e) charges for the renting or furnishing of space for the accommodation of a trailer to a person for a period of thirty continuous days or more.

Under the Lodging Tax Act, the collection and administration of the Lodging Tax in the County is the responsibility of the Director of Revenue who, prior to the 20th day of each month, is required to pay to the Authority, the proceeds of the Lodging Tax collected in the immediately preceding month after first having deducted one percent (1%) of the total tax proceeds for that month to cover the expense of collection and administration. Amounts shown in Table 7, “Collections of Pledged Taxes”, are net of the expense of collection and administration of the Lodging Tax.

Historical Collections. The following table lists the collections of the taxes and PILOTs described above for the five years ended August 31, 2017.

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Collections of Pledged Taxes ------($000s) ------2013 2014 2015 2016 2017 Special Beverage Tax $2,074 $2,184 $2,435 $2,601 $2,714 Special Lodging Tax 5,955 6,098 6,494 6,748 7,055 Special Car Rental Tax (1) ------Payments in Lieu of Taxes (2) 3,707 5,555 6,079 5,836 6,524 Sales and Use Tax 1,200 1,200 1,200 1,200 1,200 Tobacco Tax (3) 702 661 623 624 614 Lodging Tax (3) 1,962 2,009 2,146 2,228 2,322 Totals (1) $15,600 $17,707 $18,977 $19,237 $20,429 ______Source: The Authority Note (1): The Special Car Rental Tax will become effective after the Series 2018 Bonds are issued. The Authority expects to receive proceeds from this tax beginning in November 2018. Note (2): Net of allocations to GBCVB pursuant to the GBCVB Allocation Agreement and allocations to the City pursuant to the CDA Development Agreement. See “DESCRIPTION OF SOURCES OF PAYMENT FOR SERIES 2018 BONDS – Description of Pledged Taxes – Payments in Lieu of Taxes (PILOTs)”. Note (3): Net of 1% retained by the Department of Revenue for the collection and administration of such taxes.

The Authority estimates that the Special Car Rental Tax will generate approximately $3,000,000 per year, but no historical collection data is available. For an explanation of the basis for this estimate, see “Special Car Rental Tax” above. No assurance can be given that actual collections with respect to the Special Car Rental Tax will equal or exceed the Authority’s estimate. The projections in Table 5 assume that the Authority will receive only 10 months of the Special Car Rental Tax in fiscal year 2019.

City Funding Agreement

Pursuant to the City Funding Agreement, the City is obligated to make payments to the Authority in the amount of $3,000,000 per year for a period of 30 years (the “City Contributions”) for the purpose of providing a share of the funding for the Capital Projects. The Authority has pledged and assigned the City Contributions as security for the Series 2018D Bonds. The City Contributions shall be paid directly to the trustee for the Series 2018D Bonds in 60 equal semi-annual installments of $1,500,000 each due on April 20 and October 20 of each year, with the first installment due on the 20th day of October, 2018 (each such installment date being 10 days prior to an interest payment date for the Series 2018D Bonds).

The City’s obligation to make the City Contributions is a general obligation of the City, secured by the full faith and credit of the City. The City expects to make the City Contributions from proceeds of the City’s occupational tax, but the City’s obligation to make the City Contributions does not include a special pledge of the City occupational tax or any other tax revenues collected by the City.

The obligation of the City to make the City Contributions is absolute and unconditional, irrespective of any rights of set-off, recoupment or counter-claim the City might otherwise have against the Authority. Pursuant to the City Funding Agreement, the City shall not suspend or discontinue the payment of any City Contributions or terminate the City Funding Agreement for any cause whatsoever or fail to perform and observe any of its other agreements and covenants contained therein while the Series 2018D Bonds remain outstanding. The Authority and the City have also entered into a project cooperation agreement (the “Project Cooperation Agreement”) with respect to the development and construction of the Capital Projects. If the Authority defaults under the Project Cooperation Agreement, the City may pursue any remedies at law or in equity to compel performance by the Authority, including

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without limitation an action for specific performance, but no such default shall result in a termination of the City Funding Agreement or a reduction or delay in the City Contributions.

The Series 2018D Bonds are secured by a pledge of the City Contributions received by the Authority pursuant to the City Funding Agreement. No other obligations of the Authority are or will be payable from, or secured by a pledge of and security interest in, the City Contributions. The City-Supported Bond Indenture does not permit the issuance of additional parity bonds thereunder.

Enforcement of the City Funding Agreement may be limited by (i) bankruptcy, insolvency, or other similar laws affecting the enforcement of creditors’ rights and (ii) general principles of equity, including the exercise of judicial discretion in appropriate cases. An example of the possible adverse exercise of equitable principles would be judicial permission to pay essential operating expenses ahead of debt service.

County Funding Agreement

Pursuant to the County Funding Agreement, the County is obligated to make payments to the Authority in the amount of $1,000,000 per year for a period of 30 years (the “County Contributions”) for the purpose of providing a share of the funding for the Capital Projects. The Authority has pledged and assigned the County Contributions as security for the Series 2018E Bonds. The County Contributions shall be paid directly to the trustee for the Series 2018E Bonds in 60 equal semi-annual installments due on June 20 and December 20 of each year, with the first installment due on the 20th day of December, 2018 (each such installment date being 10 days prior to an interest payment date for the Series 2018E Bonds).

The County’s obligation to make the County Contributions is a general obligation of the County, secured by the full faith and credit of the County. The County’s obligation to make the County Contributions does not include a special pledge of any tax revenues collected by the County.

The obligation of the County to make the County Contributions is absolute and unconditional, irrespective of any rights of set-off, recoupment or counter-claim the County might otherwise have against the Authority. The County shall not suspend or discontinue the payment of any County Contributions or terminate the County Funding Agreement for any cause whatsoever or fail to perform and observe any of its other agreements and covenants contained therein while the County-Supported Bonds remain outstanding.

The Series 2018E Bonds are secured by a pledge of the County Contributions received by the Authority pursuant to the County Funding Agreement. No other obligations of the Authority are or will be payable from, or secured by a pledge of and security interest in, the County Contributions. The County-Supported Bond Indenture does not permit the issuance of additional parity bonds thereunder.

Enforcement of the County Funding Agreement may be limited by (i) bankruptcy, insolvency, or other similar laws affecting the enforcement of creditors’ rights and (ii) general principles of equity, including the exercise of judicial discretion in appropriate cases. An example of the possible adverse exercise of equitable principles would be judicial permission to pay essential operating expenses ahead of debt service.

Corporate Sponsorship and Other Contractual Arrangements

The Series 2018F Private Contribution Bond will be a limited obligation of the Authority payable solely from and secured by a pledge of (i) contributions to the stadium project by various corporate or university sponsors or (ii) revenues generated from contractual agreements with respect to the use and operation of the Series 2018 Capital Projects. The various sources of funding for the Series 2018F Private Contribution Bond include the following:

Corporate Pledge Agreements. Alabama Power Company and Regions Bank will each enter into a pledge agreement with the Authority providing for contributions from each corporate entity in the amount of $500,000 annually for a period of 10 years. Vulcan Materials and the Greater Birmingham Convention and Visitors Bureau will each enter into a pledge agreement with the Authority providing for contributions from each corporate entity in

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the amount of $100,000 annually for a period of 10 years. The total funding from the Pledge Agreements will be $1,200,000 per year for 10 years.

Naming Rights Agreement. The Authority is expected to enter into a naming rights agreement (the “Naming Rights Agreement”) with a corporate sponsor concerning a naming rights arrangement for the Stadium. The Naming Rights Agreement is expected to provide certain branding, marketing, advertising and sponsorship opportunities for the benefit of the sponsor, including interior and exterior signage at the Stadium, certain radio broadcast advertising rights, publication and merchandising rights, and social media platform rights. In exchange for the naming rights sponsorship, the sponsor is expected to pay the Authority $1,000,000 per year for 15 years, commencing in the spring of 2021. The Authority is currently in negotiations with a potential corporate sponsor, but the Naming Rights Agreement has not been finalized.

Stadium Lease and Marketing Rights for UAB Football. The Authority and The Board of Trustees of The University of Alabama, for and on behalf of UAB, will enter into a stadium lease for UAB Blazers football games and a naming and marketing rights agreement providing certain naming and marketing rights to UAB with respect to the Stadium as the home of UAB football. These agreements between UAB and the Authority relating to UAB football’s use of the Stadium will generate a total of $500,000 per year for a period of 10 years.

Suite Leases. The Stadium will include approximately 30 premium suites. Each of the corporate and university sponsors described above will be entitled to the use of a premium suite or suites in connection with its pledge agreement, naming rights agreement or stadium lease. The Authority will lease the remaining suites for $50,000 per year for a period of 10 years. The Authority has commitments for all of the available suites from corporate partners who have agreed to support the funding of the Stadium project. The suite leases will generate a total of $1,050,000 per year in revenue for the Authority.

DEBT STRUCTURE OF THE AUTHORITY

Current Financing Plan

The financing plan for the Series 2018 Bonds includes (i) refunding of the Authority’s Series 1992 Bonds and (ii) financing of the Series 2018 Capital Projects. See “PLAN OF FINANCING” in this APPENDIX A.

Outstanding Debt

After giving effect to the issuance of the Series 2018 Bonds and the current financing plan, the Authority will have the following debt outstanding:

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Pro Forma Debt of Authority

Outstanding Principal Source of Payment or Balance (1) Security Fixed Rate Debt Series 2015A Bonds $ 38,825,000 First priority lien on Pledged Tax Proceeds Series 2018A Bonds 117,360,000 First priority lien on Pledged Tax Proceeds Series 2018B Bonds 67,535,000 Subordinate lien on Pledged Tax Proceeds Series 2018C Bonds 9,435,000 Subordinate lien on Pledged Tax Proceeds Series 2018D Bonds (2) 46,615,000 City Funding Agreement (City general obligation) Series 2018E Bonds (3) 15,380,000 County Funding Agreement (County general obligation) Series 2018F Bond (4) 31,000,000 Sponsorship and pledge agreements, stadium lease and suite leases $326,150,000

Miscellaneous Debt Series 2011CDA Bonds (5) $64,730,000 CDA City Funding Agreement (City General Obligation)

Total Debt $390,880,000

Note (1): For the Series 2018 Bonds, this is the expected principal balance upon issuance. These amounts are preliminary and subject to change. For all other debt, this is the principal balance as of July 2, 2018. Note (2): These bonds are limited obligations of the Authority payable solely from the payments made by the City to the Authority under the City Funding Agreement. Note (3): These bonds are limited obligations of the Authority payable solely from the payments made by the County to the Authority under the County Funding Agreement. Note (4): This bond evidences a direct loan from Regions Bank. This bond is a limited obligations of the Authority payable solely from the payments made to the Authority under the corporate sponsorship agreements and other contractual arrangements relating to the Stadium project. See “DESCRIPTION OF SOURCES OF PAYMENT FOR SERIES 2018 BONDS – Corporate Sponsorship and Other Contractual Arrangements” in this Appendix A. Note (5): These bonds are limited obligations of the Authority payable solely from the payments made by the City to the Authority under the CDA City Funding Agreement.

Series 2018F Bond Evidencing Regions Bank Loan

The Authority is obtaining a draw-down construction loan (the “Loan”) from Regions Bank (the “Lender”) to finance a portion of the Capital Projects. The Authority will be able to draw up to $31,000,000 on the Loan. The Loan will bear interest at a fixed rate. The Authority will make semi-annual interest payments and annual principal payments on the Loan, which will mature on September 30, 2031. The Loan will be evidenced by the Series 2018F Bond. The Series 2018F Bond will be a limited obligation of the Authority payable solely from the revenues derived from the corporate pledge agreements, the naming rights agreement, the stadium lease and marketing rights agreements and the suite leases described above. The financing agreement with respect to the Loan will not contain any special covenants for the benefit of the Lender or events of default that would adversely affect the holders of the other Series 2018 Bonds.

Short-Term Debt

The Authority will not have any outstanding short-term debt when the Series 2018 Bonds are issued.

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Additional Capital Improvements

In addition to the Arena renovation and Stadium projects, the Authority has two significant capital projects that are expected to be part of its capital budget plans during the next three years: (i) replacement and improvement of the Authority’s energy infrastructure facilities and (ii) renovation of the Sheraton Hotel facility.

Infrastructure for Energy and Mechanical Systems. The Authority has determined that the infrastructure for mechanical and energy systems of the Complex must be replaced or upgraded to increase dependability and efficiency. The infrastructure project will include the acquisition and installation of chillers, boilers, controls, lighting, electrical and water sub-metering equipment and electrical retrofits. When work is completed, the improved infrastructure facilities are expected to reduce operating expenses through energy and maintenance cost savings. The Authority has entered into a performance guaranty contract with Alabama Power Company, which will assist in the design and construction of the project. The estimated cost of this project is approximately $20 million. Approximately $5 million of the cost is expected to be derived from unrestricted cash reserves of the Authority, and approximately $15 million of the cost is expected to be financed by a direct loan from one or more banks. The Authority does not expect this direct loan to be payable from the Pledged Tax Proceeds. The contract with Alabama Power will provide a performance guaranty on the reduction of operating expenses for a period of 10 years. The guaranteed operating expense savings during the initial 10-year period are expected to be substantially the same as the annual debt service on the direct loan during the initial 10-year period.

Sheraton Renovation. During the next three years the Authority intends to renovate the Sheraton Hotel in order to maintain the brand affiliation and enhance occupancy. The renovation plan is in the preliminary stages and is expected to include full renovation of the hotel’s rooms, partial renovations to the bathrooms, a comprehensive soft goods renovation in the lobby areas, full renovation of the kitchen space and other food and beverage facilities, a soft goods renovation of the ballroom space, and additional repairs and maintenance to the hotel’s exterior façade. The plan will be completed in two separate phases (atrium areas in one phase and room tower renovations in a second phase) so that the renovations can be completed during low occupancy season. The estimated total cost for the renovation plan is approximately $30 million. Approximately $5 million of the cost is expected to be derived from unrestricted cash reserves of the Authority, and approximately $25 million of the cost is expected to be financed by a direct loan from one or more banks. The Authority does not expect this direct loan to be payable from the Pledged Tax Proceeds.

Other Capital Projects. The Authority has not approved any other major capital projects for the next three years. However, the Authority’s capital budget planning is an ongoing process, and it is possible that other capital projects could be considered and approved during the next three years.

The Stadium project will eliminate some surface parking currently available at the Complex, and additional event activity expected when the Arena renovation and Stadium projects are completed may require some additional capital expenditures for parking and traffic control needs. The Authority is initiating a study of various alternatives to address these needs, including use of existing public parking in the vicinity with complementary public transportation or shuttle services, acquisition or leasing of property adjacent to the Complex, and possible reductions in parking and traffic flow needs resulting from ride-sharing services and automated vehicles. It is not possible to predict what alternative or alternatives will be selected and what capital costs may be required for parking and traffic flow needs. However, the Authority does not expect significant borrowing for this purpose during the next three years.

From time to time the Authority receives and considers proposals from governmental entities or private developers for the construction or development of new facilities that will enhance or complement the civic center facilities of the Authority. Unless additional tax revenues are approved at the state or local level and allocated to the Authority (the Authority does not have taxing authority of its own), any new capital project must undergo a thorough need and feasibility assessment to ascertain that the project will be self-supporting. Except for projects described above, the Authority has not approved any other significant capital projects.

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Anticipated Debt

As described above, during the next three years the Authority expects to borrow approximately $40 million in the aggregate for the Sheraton renovation project and the infrastructure project. The borrowing is expected to be through direct lending from one or more banks. The source of repayment of the borrowing is expected to be revenues from operations of the Authority, rather than the Pledged Tax proceeds. The Authority does not expect any additional borrowing during the next three years to finance new facilities or capital improvements to its existing facilities. This expectation could change depending on the Authority’s assessment of the need to finance new capital projects and market conditions.

The Authority expects that portions of its outstanding debt may be refunded from time to time. The amount of debt outstanding is not expected to increase significantly as a result of any refunding.

Series 2011 CDA Bonds

Construction of both Uptown and the Westin Birmingham was financed through the issuance by The Commercial Development Authority of the City of Birmingham (the “CDA”) of its $71,790,000 Revenue Bonds (Civic Center Improvement Project), Series 2011 (the “Series 2011 CDA Bonds”). The CDA agreed to use the proceeds of the Series 2011 CDA Bonds to construct these facilities. When the Series 2011 CDA Bonds were issued, the CDA also entered into an Agreement of Sale (the “CDA Sale Agreement”) with the Authority in which the Authority agreed to purchase these facilities upon completion of construction. When the Series 2011 CDA Bonds were issued the Authority and the City of Birmingham also entered into a Funding Agreement (the “CDA Funding Agreement”) in which the City agreed to provide funds for the payment of the Series 2011 CDA Bonds.

The CDA Funding Agreement is a full faith and credit obligation of the City that also provides for the pledge and assignment of certain taxes levied by the City (the “CDA-Related Taxes”). The CDA Funding Agreement has been assigned to the trustee for the Series 2011 CDA Bonds. Payments under the CDA Funding Agreement are made by the City directly to the trustee for holders of the Series 2011 CDA Bonds.

In February 2013, after completion of construction of the Westin Birmingham and Uptown, title to those facilities was transferred by the CDA to the Authority. As required by the terms of the CDA Sale Agreement, the Authority assumed the payment obligation with respect to the Series 2011 CDA Bonds; however, the Authority’s obligation for payment of these Bonds is limited solely to the payments by the City pursuant to CDA Funding Agreement.

The Authority’s financial statements include the amounts payable by the City under the CDA Funding Agreement as tax proceeds allocated to the Authority. Because those payments are customarily appropriated from the CDA-Related Taxes, the payments under the CDA Funding Agreement are also reflected as payments from the CDA-Related Taxes.

In connection with the development of the Westin hotel the Authority and the City entered into a Pre- Development Agreement (the “CDA Development Agreement”) in which the Authority agreed to pay to the City an amount equal to 3-1/2% of hotel room charges at the Authority’s hotels. The Authority collects PILOTs with respect to its hotel room charges in an amount equal to 3-1/2% of room charges and makes a monthly payment in that amount is made to the City. However, the payment obligation of the Authority to the City under the CDA Development Agreement is not secured by a pledge of, or lien on, the PILOTS or any other revenues of the Authority.

Debt Service Requirements on Authority Debt

The table on the following page presents the debt service requirements on all debt of the Authority that will be outstanding when the Series 2018 Bonds are issued. For principal and interest requirements on the Series 2018 Bonds offered pursuant to this Official Statement, see “PLAN OF FINANCING—Debt Service on the Bonds” in the front portion of this Official Statement.

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The debt service table reflects the following assumptions, inclusions and omissions:

Scheduled Mandatory Redemption Requirements. The principal amount of bonds to be retired in a fiscal year pursuant to mandatory redemption provisions, if any, is shown as maturing in that fiscal year.

Estimated Interest Payments. For purposes of the Preliminary Official Statement, interest on the Series 2018 Bonds is estimated based on current market conditions.

Series 2018 Bond Amounts are Preliminary. Debt service requirements with respect to the Series 2018 Bonds are preliminary and subject to change.

Debt not Included. The table does not include debt service due or previously paid on the Series 1992 Bonds, which are being refunded as part of the plan of financing. The table also does not include the debt service requirements on the Series 2011 CDA Bonds, which are payable solely out of payments made by the City pursuant to the CDA Funding Agreement.

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Debt Service Requirements on Outstanding Authority Debt (in 000’s)

Senior Lien Bonds Subordinate Lien Bonds Total Total City County Private Fiscal Year Total Subordinate Tax- Supported Supported Contribution Ending Senior Lien Lien Supported Bonds Bonds Bonds August 31 2015A 2018A(1) Bonds 2018B(1) 2018C(1) Bonds Bonds 2018D(1)(2) 2018E(1)(2) 2018F(1)(2) Total

2019 $3,992 $5,923 $9,915 $3,810 $1,147 $4,958 $14,873 $2,998 $995 $ - $18,866 2020 3,996 5,916 9,911 3,809 1,146 4,955 14,866 3,000 995 - 18,861 2021 3,993 5,922 9,915 3,810 1,146 4,956 14,871 2,998 998 235 19,102 2022 3,996 5,918 9,914 3,806 1,148 4,954 14,868 3,000 995 4,365 23,228 2023 3,996 5,919 9,915 3,805 1,148 4,953 14,868 3,000 997 3,800 22,665 2024 3,996 5,920 9,916 3,804 1,150 4,954 14,870 2,998 998 3,800 22,665 2025 3,996 5,915 9,911 3,806 1,150 4,955 14,867 2,998 998 3,800 22,663 2026 3,998 5,916 9,914 3,806 1,147 4,953 14,867 2,997 998 3,800 22,662 2027 3,996 5,916 9,912 3,810 1,147 4,957 14,869 2,998 997 3,800 22,663 2028 3,995 5,921 9,916 3,807 1,150 4,957 14,873 2,997 1,000 3,800 22,669 2029 3,997 5,916 9,913 4,958 4,958 14,871 2,998 997 3,250 22,115 2030 3,995 5,920 9,915 4,955 4,955 14,870 2,997 998 2,700 21,564 2031 9,914 9,914 4,957 4,957 14,871 2,997 998 5,398 24,264 2032 9,913 9,913 4,954 4,954 14,867 3,000 997 - 18,864 2033 9,912 9,912 4,956 4,956 14,867 3,000 996 - 18,862 2034 9,915 9,915 4,957 4,957 14,872 2,996 998 - 18,865 2035 9,911 9,911 4,958 4,958 14,869 2,999 999 - 18,867 2036 9,911 9,911 4,958 4,958 14,869 2,998 999 - 18,865 2037 9,913 9,913 4,956 4,956 14,869 2,999 997 - 18,865 2038 9,912 9,912 4,953 4,953 14,865 3,000 999 - 18,865 2039 9,913 9,913 4,953 4,953 14,866 2,997 995 - 18,858 2040 9,913 9,913 4,956 4,956 14,870 2,995 1,000 - 18,864 2041 9,914 9,914 4,957 4,957 14,870 2,999 997 - 18,866 2042 9,913 9,913 4,954 4,954 14,867 2,997 999 - 18,863 2043 9,916 9,916 4,958 4,958 14,874 2,996 998 - 18,868 2044 9,916 9,916 4,958 4,958 14,874 2,999 996 - 18,869 2045 9,913 9,913 4,954 4,954 14,866 2,997 997 - 18,859 2046 9,915 9,915 4,955 4,955 14,870 2,998 996 - 18,864 2047 9,912 9,912 4,956 4,956 14,867 2,999 998 - 18,864 2048 9,912 9,912 4,956 4,956 14,868 2,998 998 - 18,863 Total $47,946 $249,457 $297,403 $137,187 $11,480 $148,667 $446,070 $89,939 $29,918 $38,748 $604,676 ______Note (1): Preliminary; subject to change. Note (2): These bonds are not payable from Pledged Tax Proceeds. The Series 2018D Bonds are payable solely from payments by the City pursuant to the City Funding Agreement; the Series 2018E Bonds are payable solely out of payments by the County pursuant to the County Funding Agreement; and the Series 2018F Bond is payable solely out of the private contributions.

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Coverage Ratios for Debt Service on Senior Lien Bonds and Subordinate Lien Bonds

Debt Service Coverage Ratios

(Preliminary; subject to change)

Senior Lien Bonds Maximum annual debt service on Senior Lien Bonds $9.916 million Average historical Pledged Taxes in FY 2016 and 2017 19.834 million Coverage based on historical collections 2.0x

Projected Pledged Taxes for FY 2019 (including car rental tax) (1) $22.929 million Coverage based on projected FY 2019 Pledged Taxes 2.31x

Subordinate Lien Bonds Maximum annual debt service on Subordinate Lien Bonds $4.958 million Net average historical Pledged Taxes in FY 2016 and 2017(2) 9.918 million Coverage based on net historical collections 2.00x Projected net Pledged Taxes for FY 2019 (including Special Car Rental Tax)(1) $13.013 million Coverage based on projected net Pledged Taxes in FY 2019 2.62x

All Bonds Payable from Pledged Tax Proceeds Maximum annual debt service on all bonds payable from Pledged Taxes $14.874 million Net historical Pledged Taxes in FY 2016 and 2017 (2) 19.834 million Coverage based on historical collections 1.33x Projected net Pledged Taxes for FY 2019 (including Special Car Rental Tax) (1) $22.929 million Coverage based on projected net Pledged Taxes in FY 2019 1.54x

Note (1): This projection assumes fiscal year 2019 collections of the Pledged Taxes will be equal to fiscal year 2017 collections with no increase ($20.43 million) and that collections of the Special Car Rental Tax in fiscal year 2019 (collections for only 10 months of the year) will be $2.5 million. The Authority expects collections of the Special Car Rental Tax for a full year in fiscal year 2019 would be approximately $3.0 million. Coverage presented in management’s Projections for fiscal year 2019 will vary from the ratios presented in this table due to assumed growth rates applied to the Pledged Taxes in the Projections. Note (2): Net collections are collections less maximum annual debt service on the Senior Lien Bonds.

Requirements for Additional Bonds

Senior Lien Indenture. The Senior Lien Indenture permits the Authority to issue Additional Bonds which will be secured by a first priority pledge of the Pledged Tax Proceeds on a parity with the Series 2015A Bonds, the Series 2018A Bonds and any other Additional Bonds issued under the Senior Lien Indenture, provided that the Authority satisfies the conditions for issuing Additional Bonds set out in the Senior Lien Indenture. Among other requirements, to issue Additional Bonds under the Senior Lien Indenture the Authority is required to deliver to the trustee under the Senior Lien Indenture a certificate of the chief financial officer of the Authority certifying that the average amount of Pledged Tax Proceeds received during the two most recently completed fiscal years of the Authority was not less than 200% of the maximum annual debt service payable during the then current or any subsequent fiscal year with respect to the Bonds outstanding under the Senior Lien Indenture and the Additional Bonds to be issued. For a complete description of the requirements for issuing Additional Bonds under the Senior Lien Indenture, see the form of the Senior Lien Indenture in APPENDIX C to the Official Statement for the Series 2018A Bonds.

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The Senior Lien Indenture provides that any taxes added to the Pledged Tax Proceeds can be included in the coverage calculation for Additional Bonds only after each rating agency that rates any bonds secured by the Senior Lien Indenture has confirmed that the addition of such tax will not cause the rating on the secured bonds to be reduced or withdrawn. The Special Car Rental Tax is being added to Pledged Tax Proceeds in connection with the issuance of the Series 2018A Bonds. Because the Special Car Rental Tax was not collected in fiscal years 2016 and 2017 (the test years for issuance of the Series 2018A Bonds), the Special Car Rental Tax collections are not relevant for the issuance of the Series 2018A Bonds as Additional Bonds under the Senior Lien Indenture. The Authority has applied for rating confirmations with respect to the addition of the Car Rental Tax and expects to obtain the required rating confirmations.

Subordinate Lien Indenture. The Subordinate Lien Indenture permits the Authority to issue Additional Bonds which will be secured by a pledge of the Pledged Tax Proceeds, subject and subordinate, however, to the prior pledge of the Pledged Tax Proceeds to the payment of the obligations issued under the Senior Lien Indenture, on a parity with the Series 2018B Bonds, the Series 2018C Bonds and any other Additional Bonds issued under the Subordinate Lien Indenture, provided that the Authority satisfies the conditions for issuing Additional Bonds set out in the Subordinate Lien Indenture. Among other requirements, to issue Additional Bonds under the Subordinate Lien Indenture the Authority is required to deliver to the trustee under the Subordinate Lien Indenture a certificate of the chief financial officer of the Authority certifying that the amount of Adjusted Pledged Tax Proceeds was not less than 200% of the maximum annual debt service payable during the then current or any subsequent fiscal year with respect to the Bonds outstanding under the Subordinate Lien Indenture and the Additional Bonds to be issued. For purposes of this requirement, “Adjusted Pledged Tax Proceeds” means (i) the average amount of Pledged Tax Proceeds received during the two most recently completed Fiscal Years minus (ii) the maximum Annual Debt Service (as defined in the Senior Lien Indenture) on the Senior Lien Bonds. For a complete description of the requirements for issuing Additional Bonds under the Subordinate Lien Indenture, see the form of the Subordinate Lien Indenture in APPENDIX C to the Official Statement for the Series 2018B Bonds and the Series 2018C Bonds.

DEMOGRAPHICS

General

Birmingham is the most populous city in Alabama, with a 2010 Census population of 212,237. The City is the county seat of Jefferson County (population 658,466) and is located in north central Alabama within 200 miles of Atlanta, Nashville, Memphis and Montgomery. Jefferson County, which had a population of 658,466 in 2010, is the center of the seven-county Birmingham-Hoover Metropolitan Statistical Area (MSA)*, which covers approximately 5,310 square miles. The seven Birmingham-Hoover MSA counties are: Bibb, Blount, Chilton, Jefferson, St. Clair, Shelby and Walker. The total population of the 7 counties now comprising the Birmingham- Hoover MSA was 1,128,047 in 2010. Birmingham is the principal health care, financial, transportation, distribution and wholesale and retail center of the State. The Medical Center of the University of Alabama at Birmingham and the facilities of Birmingham’s other hospitals serve as a State and regional center for health care.

The economic and demographic information included in this section demonstrates generally that the population of the City is declining but that population in surrounding areas is growing and that other economic statistics for the City and adjacent areas indicate a stable economy. In the early to mid-1980s, the City conducted an aggressive annexation campaign, increasing the area of the City from approximately 101 to 160 square miles, which added approximately 1,500 new residents. Much of the land annexed by the City was undeveloped or commercial. Currently, however, there is no proactive pursuit of annexation.

* The Birmingham Standard Metropolitan Statistical Area (SMSA) was established in 1967, and originally included Jefferson, Shelby and Walker Counties. The composition of the MSA has varied over time. Currently, the MSA includes Bibb, Blount, Chilton, Jefferson, Shelby, St. Clair and Walker Counties. The population figures above include all seven counties.

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Population

The Birmingham-Hoover MSA has experienced steady population growth over the years and is expected to continue to grow at a moderate rate, as indicated in the table below. It is anticipated that the highest rate of population growth in the Birmingham-Hoover MSA will occur outside the present city limits of the City of Birmingham and that the City will continue to serve as an employment, service and cultural center for residents of the suburban areas. The following table summarizes historical population trends for Birmingham, Jefferson County, the Birmingham-Hoover MSA, and the State of Alabama.

Historical Population Trends

Jefferson Birmingham- State of Year Birmingham County Hoover MSA Alabama

2022 217,340 688,538 1,199,087 5,063,778 2017 214,517 675,422 1,169,018 4,951,876 2010 212,237 658,466 1,128,047 4,779,736 2000 242,820 662,047 1,052,238 4,447,100 1990 265,968 651,527 956,858 4,040,389 1980 286,799 671,324 884,040 3,893,888 1970 300,910 644,991 794,083 3,444,165 1960 340,887 634,864 772,044 3,266,740 1950 326,037 558,928 708,721 3,061,743

Sources: Decennial Census: U.S. Census Bureau; 2017 estimate and 2022 forecasts: ESRI, forecast methodology includes U.S. Census Bureau estimates, county-to-county migration data from the Internal Revenue Service, building permits and housing starts and residential postal delivery counts.

Employment Statistics

In the past several decades, the Birmingham area economy (along with the economies of other industrial urban areas) has been adversely affected by the nationwide reduction in activity and employment in the industrial sector. Over time, the local economy has become increasingly diversified, with service-related industries providing the majority of jobs in the area. The following tables present information on unemployment, employment by industry, and the largest employers in the MSA.

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Comparative Employment Trends

Annual Averages (in thousands)

2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 City of Birmingham Labor Force 98.9 98.0 96.2 96.3 94.5 94.2 93.0 92.6 92.5 91.7 Employed 92.2 85.5 83.9 85.2 85.8 86.4 85.7 86.0 86.0 86.9 Unemployed 6.7 12.5 12.3 11.1 8.7 7.8 7.3 6.6 6.5 4.8 Unemployment Rate 6.8% 12.8% 12.8% 11.5% 9.2% 8.3% 7.8% 7.1% 7.0% 5.3%

Jefferson County, AL Labor Force 311.6 307.0 318.5 319.7 316.5 315.4 312.2 310.8 311.1 309.1 Employed 294.8 274.0 285.6 289.9 293.0 294.4 292.6 293.0 293.3 296.0 Unemployed 16.8 33.0 32.9 29.7 23.4 21.0 19.6 17.9 17.9 13.1 Unemployment Rate 5.4% 10.8% 10.3% 9.3% 7.4% 6.7% 6.3% 5.8% 5.7% 4.2%

Birmingham-Hoover Labor Force 533.1 526.4 539.8 543.1 540.2 540.6 536.0 535.4 537.7 534.6 Employed 506.2 472.5 486.8 495.5 502.5 506.5 504.0 506.0 508.2 513.0 Unemployed 26.8 53.9 53.0 47.6 37.7 34.0 32.0 29.3 29.5 21.6 Unemployment Rate 5.0% 10.2% 9.8% 8.8% 7.0% 6.3% 6.0% 5.5% 5.5% 4.0% State of Alabama Labor Force 2,176.5 2,163.0 2,196.0 2,202.7 2,176.3 2,174.0 2,161.6 2,157.3 2,173.2 2,168.4 Employed 2,053.5 1,924.7 1,964.6 1,990.4 2,003.3 2,017.0 2,015.1 2,020.6 2,045.6 2,073.1 Unemployed 123.0 238.3 231.5 212.3 173.1 157.0 146.5 131.4 127.6 95.3 Unemployment Rate 5.7% 11.0% 10.5% 9.6% 8.0% 7.2% 6.8% 6.1% 5.9% 4.4%

United States Labor Force 154,287 154,142 153,889 153,617 154,975 155,389 155,922 157,130 159,187 160,320 Employed 145,362 139,877 139,064 139,869 142,469 143,929 146,305 148,834 151,436 153,337 Unemployed 8,924 14,265 14,825 13,747 12,506 11,460 9,617 8,296 7,751 6,982 Unemployment rate 5.8% 9.3% 9.6% 8.9% 8.1% 7.4% 6.2% 5.3% 4.9% 4.4%

Source: Alabama Department of Industrial Relations; Bureau of Labor Statistics.

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Birmingham-Hoover MSA Historic Distribution of Non-Agricultural Employment

(Jobs in thousands) 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 Goods Producing Mining and Logging 3.1 2.8 3.0 3.4 3.5 3.2 3.0 2.8 2.4 2.2 Construction 32.7 26.8 24.2 24.3 24.6 24.8 24.6 25.3 25.6 26.1 Manufacturing 42.3 36.7 34.7 35.1 37.0 38.2 38.7 38.1 37.7 37.8 Subtotal 78.1 66.3 61.8 62.8 65.1 66.1 66.3 66.2 65.7 66.1

Service Providing Trade, Transportation, and Utilities 115.0 107.5 105.4 105.8 107.4 108.4 109.0 110.2 110.5 109.9 Information 11.0 10.1 9.5 9.0 8.9 8.9 8.5 8.2 8.0 7.6 Financial Activities 41.4 40.3 39.5 40.0 40.6 41.7 42.2 42.3 42.2 42.2 Professional and Business Services 66.7 60.6 60.2 61.3 63.6 63.2 63.6 65.2 66.0 66.6 Education and Health Services 64.4 64.3 65.1 65.1 66.5 68.0 68.5 69.7 71.3 73.2 Leisure and Hospitality 44.4 43.0 42.5 43.5 44.5 46.2 47.7 48.9 50.4 51.6 Other Services 24.3 23.8 23.7 23.4 23.7 23.7 23.7 23.8 23.9 24.0 Government 83.9 83.8 84.1 82.7 81.4 80.8 81.2 81.5 82.6 83.8 Subtotal 451.1 433.4 430.0 430.8 436.6 440.9 444.4 449.8 454.9 458.7

Total Nonfarm Employment 529.2 499.7 491.8 493.6 501.7 507.0 510.7 516.0 520.6 524.8 ______

Source: Bureau of Labor Statistics; the data includes all full and part-time non-agricultural wage and salary employees, but excludes proprietors, self-employed persons, workers in private households and unpaid family workers.

Largest Employers in the Birmingham-Hoover MSA

2017 Local Name Industry Employees University of Alabama at Birmingham Research university and medical center 23,000 Regions Financial Corp. Financial services 9,000 Children's of Alabama Healthcare 4,755 AT&T(1) Telecommunications 4,517 St. Vincent's Health System Healthcare 4,476 Brookwood Baptist Health Healthcare 4,459 BlueCross and BlueShield of Alabama Insurance 3,105 Alabama Power Company(2) Utilities 3,092 Birmingham VA Medical Center Healthcare 2,440 BBVA Compass Financial services 2,285

Note (1): Employees, 2016 data. Note (2): Jefferson and Shelby County employees only. Source: Birmingham Business Journal, 2018 Book of Lists

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Health Care

The area’s numerous hospitals and specialized health care facilities have turned the Birmingham area into a major medical center. UAB, the area’s largest employer, is home to a world-renowned patient-care and research medical center. The Kirklin Clinic, opened in June 1992 by the University of Alabama Health Services Foundation, has enhanced the Birmingham area’s reputation in healthcare. Birmingham is Alabama’s center for advanced technology, with high-technology firms involved in industries such as telecommunications, engineering, aerospace design and computer services, in addition to health care. Southern Research Institute, located on Birmingham’s Southside, is the largest nonprofit independent research laboratory located in the Southeast. UAB is ranked among the top 30 institutions in funding received from the National Institutes of Health.

Per Capita Personal Income

Per capita personal income is defined as the current income from all sources received by one resident in an area. It is measured before deduction of income and other personal taxes, but after deduction of personal contributions for social security, government retirement, and other social insurance programs. Per capita personal income in the Birmingham-Hoover MSA and the County are above average for the State. Per capita personal incomes in the Birmingham-Hoover MSA are slightly below the national average, while per capita personal incomes in the County are approximately equivalent to the national average.

The following chart provides a comparison of per capita income among the Birmingham-Hoover MSA, Jefferson County, the State and the United States:

Comparison of Per Capita Personal Income

1970 1980 1990 2000 2005 2010 2015 2016 Jefferson County $3,629 $9,491 $18,940 $31,201 $37,711 $42,245 $48,542 $49,386 % of US 82.3% 89.2% 92.2% 97.2% 105.0% 104.9% 100.2% 100.3% Birmingham-Hoover MSA $3,411 $8,983 $17,980 $28,970 $35,493 $38,950 $45,115 $45,795 % of US 77.3% 84.5% 87.5% 90.2% 98.9% 96.7% 93.1% 93.0% Alabama $3,074 $7,913 $15,820 $24,258 $29,802 $33,697 $38,214 $38,896 % of US 69.7% 74.4% 77.0% 75.5% 83.0% 83.7% 78.9% 79.0% United States $4,411 $10,636 $20,542 $32,110 $35,904 $40,278 $48,429 $49,204 ______Source: Bureau of Economic Analysis, U.S. Dept. of Commerce.

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Housing and Construction

The following table presents certain information about housing starts and construction activity in the area over the past 10 years:

Residential Construction Activity in Birmingham-Hoover MSA

Single-Family Multi-Family

Permits Value Number Value Year Issued (000s) of Units (000s) 2008 2,325 415,270 1,034 110,242 2009 1,683 282,759 124 10,473 2010 1,563 275,049 361 37,360 2011 1,795 346,975 567 41,806 2012 1,847 410,574 1,454 97,756 2013 2,035 479,433 1,011 78,501 2014 2,337 524,212 1,046 94,882 2015 2,414 585,974 1,319 118,064 2016 2,701 632,439 762 70,646 2017 2,720 665,736 219 26,413 Source: U.S. Census Bureau.

Education

The Birmingham-Hoover MSA County is home to multiple colleges, universities, junior colleges, and trade schools, with a combined enrollment of over 60,000. Three of Alabama’s largest 25 colleges and universities are located in the Birmingham-Hoover MSA, including UAB, Jefferson State Community College, and Samford University. The largest institution is UAB, which includes the University College, the graduate school, and UAB Health Services. UAB, featuring a wide range of undergraduate, graduate and professional programs, is the third- largest educational institution in Alabama, with a total enrollment of approximately 18,655 in the spring of 2017. UAB Health Services includes the Schools of Medicine, Dentistry, Nursing, Optometry, Public Health and Health- Related Professions.

Transportation

Birmingham is linked to the rest of the nation via four major interstate highways: I-20, I-59, I-65, and I-22. I-22 was completed in 2016, linking Birmingham to Memphis, Tennessee. Over 100 truck lines have terminals in the area. Additionally, Birmingham is served by three Class I major railroads: Norfolk Southern, CSX Corporation, and Burlington Northern Santa Fe Railway (BNSF). Amtrak also provides service through Birmingham via the Crescent, which runs a daily passenger service from New Orleans to New York. Barge transportation is available at Port Birmingham in western Jefferson County. These facilities are part of the Warrior-Tombigbee waterway system, which provides access to the Port of Mobile in south Alabama. The area is linked with the Tennessee-Tombigbee waterway system, which connects the County with inland ports in Midwest America. The Birmingham Airport Authority completed construction on a new state-of-the-art terminal in 2014, which includes a Federal Inspection Station to facilitate direct international air traffic. Commercial airline service is available through Birmingham's airport, which is served by four major carriers – American, Delta, United, and Southwest – as well as commuter airlines. The airport served 2.7 million passengers from June 30, 2016 to June 30, 2017.

Hotels

The table below shows statistical information on the Birmingham area hotel market:

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Birmingham Area Hotel Market

2016 2017 % change Number of properties 138 138 0.0% Total rooms 14,440 14,429 -0.1% Total available room nights 4,867,470 4,927,263 1.2% Average daily rate $103.50 $108.76 5.1% Average occupancy rate 62.8% 65.2% 3.8% Average guest party size (persons) 2.00 2.05 2.5% Average length of stay (days) 2.41 2.43 0.8% Out-of-state (%) 55.0% 55.0% 0% Alabama (%) 45.0% 45.0% 0%

Source: Greater Birmingham Convention and Visitor’s Bureau

The table below shows the top ten hotels (expressed in terms of total number of rooms) in the Birmingham area in 2017:

Top Ten Hotels

Hotel Rooms Sheraton Birmingham* 757 Hyatt Regency Birmingham, The Wynfrey Hotel 329 DoubleTree Hotel Birmingham 298 The Westin Birmingham* 294 Marriott Birmingham 291 Renaissance Birmingham Ross Bridge Golf Resort & Spa 259 Embassy Suites Birmingham 242 Holiday Inn Birmingham Airport 220 Embassy Suites Birmingham/Hoover 208 USA Economy Lodge (Irondale) 207

Source: Greater Birmingham Convention & Visitors Bureau; Smith Travel Research; Birmingham Business Journal, Book of Lists, 2018 * Owned by the Authority

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Tourism

The following table shows estimated statistical data relating to tourism in the Birmingham area for the calendar years ended December 31, 2016 and 2017:

Tourism in Birmingham Area

2016 2017 % change Estimated visitors to Birmingham 4,445,002 4,654,375 4.5% Accommodations: Hotels/motels/resort 2,862,182 3,057,808 6.8% Private homes 1,592,820 1,596,567 0.2%

Economic impact: Estimated tourist expenditures $1,817,152,651 $1,913,030,885 5.3% Total full-time job equivalents 44,093 46,006 4.3% Total resident income ($ millions) $977.73 $1,028.09 5.2%

Governmental revenues generated: State government ($ millions) $150.83 $158.90 5.3% Local governments ($ millions) $81.40 $85.55 5.1%

Purpose for trip to Birmingham: Pleasure 41% 40% -1.0% Business 46% 47% 1.0% Meetings/conventions 13% 13% 0.0%

Source: Greater Birmingham Convention and Visitor’s Bureau

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The following table shows estimates of the financial impact of tourism in the Birmingham area for the calendar year ended December 31, 2017:

Financial Impact of Tourism

2017 Birmingham tourist expenditures ($ millions) Lodging $356.47 Shopping 488.02 Food 534.38 Ground transportation 242.86 Recreation 282.94 All Other 8.37 Total $1,913.03

2017 Birmingham recreation expenditures ($ millions) Popular events admissions $114.04 Sporting events 55.17 Other evening entertainment 43.64 Sightseeing/attractions 18.31 Historic/cultural admissions 21.02 Cultural performance admissions 15.84 Wagering 5.03 Licenses/Permits 5.52 Other recreation 4.36 Total $282.94

Source: Greater Birmingham Convention and Visitor’s Bureau

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APPENDIX B

Financial Statements of the Authority

[THIS PAGE INTENTIONALLY LEFT BLANK]

BIRMINGHAM-JEFFERSON CIVIC CENTER AUTHORITY

FINANCIAL STATEMENTS

August 31, 2017 and 2016

With Independent Auditor's Report BIRMINGHAM-JEFFERSON CIVIC CENTER AUTHORITY Birmingham, Alabama

TABLE OF CONTENTS

PAGE

INDEPENDENT AUDITOR'S REPORT 1-2

INDEPENDENT AUDITOR'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING AND ON COMPLIANCE AND OTHER MATTERS BASED ON AN AUDIT OF FINANCIAL STATEMENTS PERFORMED IN ACCORDANCE WITH GOVERNMENT AUDITING STANDARDS 3-4

MANAGEMENT'S DISCUSSION AND ANALYSIS 5-9

FINANCIAL STATEMENTS

Statements of Net Position 10

Statements of Activities 11

Statements of Cash Flows 12-13

Notes to the Financial Statements 14-27

BIRMINGHAM-JEFFERSON CIVIC CENTER AUTHORITY MANAGEMENT'S DISCUSSION AND ANALYSIS

The following discussion and analysis of the Birmingham-Jefferson Civic Center Authority's (hereinafter referred to as the "Authority") financial performance provides an overview of the financial activities of the Authority for the fiscal years ended August 31, 2017 and 2016. This discussion and analysis was prepared by members of the Authority's Finance Department. Please read it in conjunction with the Authority's financial statements, which begin on page 10.

Financial Highlights

The Authority's cash and cash equivalents balance at August 31, 2017 was $8,687,890, representing an decrease of $(4,693,631) from August 31, 2016. The reason for the decrease is as a result of transferring $5.5 million into the Authority's reserve investment account:

 The Authority's operating revenues amounted to $68,084,848 in 2017, increasing from $62,968,229 in 2016. The Authority's operating expenses before depreciation amounted to $62,197,889 in 2017, increasing from $58,883,279 in 2016. The increase in revenues was due to higher occupancy in the Sheraton Birmingham Hotel. The Authority experienced a very active year with numerous concerts, sporting events, and family shows that contributed to the increase in revenue over the previous year.

 The Authority's special tax proceeds amounted to $18,709,473 in 2017, an increase from $18,406,194 in 2016. The increase was due to the growth in lodging and liquor tax proceeds from Jefferson County.

 The Authority experienced an increase in net position of $5,544,018 in 2017.

Overview of Financial Statements

The Financial Statements consist of two parts: Management’s Discussion and Analysis, and the Basic Financial Statements. The Basic Financial Statements also include notes that explain in more detail some of the information in the financial statements.

Required Basic Financial Statements

The Authority’s financial statements, reported on an entity-wide basis, are prepared in accordance with accounting principles generally accepted in the United States of America as promulgated by the Government Accounting Standards Board (GASB) principles. The financial statements are prepared on an accrual basis and reflect a special-purpose government engaged in a single business-type activity.

Statement of Net Position - This statement presents information on all of the Authority’s assets and liabilities, with the difference between the two reported as net position. This statement provides information about the nature and the amounts of investments in resources (assets) and the obligations to Authority creditors (liabilities). It provides one way to measure the financial health of the Authority by providing a basis for evaluating the capital structure of the Authority and assessing the liquidity and financial flexibility of the Authority. However, one will need to consider the other non-financial factors such as changes in economic conditions and new or changed governmental legislation. 5 BIRMINGHAM-JEFFERSON CIVIC CENTER AUTHORITY MANAGEMENT'S DISCUSSION AND ANALYSIS

The statement, similar to a balance sheet, is presented in the format where “Assets” minus “Liabilities” equals “Net Position”. Assets and liabilities are presented in order of liquidity. The focus on the Statement of Net Position is designed to represent the net available liquid (non- capital) assets, net of liabilities for the Authority. “Net Position” (formerly equity) may be reported in three broad categories:

 Invested in Capital Assets, Net of Related Debt: This component of net position consists of all Capital Assets, reduced by the outstanding balances of any bonds, notes or other borrowings that are attributable to the acquisition, construction, or improvement of those assets.

 Restricted: This component of net position consists of restricted assets, when constraints are placed on the asset by creditors (such as debt covenants), grantors, contributors, laws, regulations, etc.

 Unrestricted: This component consists of net position that do not meet the definition of the above two categories.

Statement of Activities - This statement presents information concerning the Authority’s current year revenues and expenses. This statement, similar to an Operating Statement, reflects the Authority’s income or loss for the period. Revenues and expenses are categorized as either operating or non-operating based upon the definitions provided by GASB Statement Nos. 33 and 34. All changes in net position are reported as soon as the underlying event giving rise to the change occurs, regardless of when cash is received or paid. Thus, revenues and expenses are reported in this statement for some items that will result in cash inflows and cash outflows in future periods.

Statement of Cash Flows - This statement complements the accrual-basis financial statements and presents information showing the total cash receipts and cash disbursements of the Authority during the current fiscal year. The statement reports cash receipts, cash payments, and net changes in cash resulting from operations, capital financing, and investing activities. This statement provides answers to such questions as where did some cash come from, what was cash used for, and what was the change in cash balance during the reporting period.

Notes to the Financial Statements - Notes to the financial statements provide additional information that is essential to a full understanding of the data provided. These notes give greater understanding of the overall activity of the Authority and how values are assigned to certain assets and liabilities and the longevity of these values. In addition, notes reflect the impact (if any) of any uncertainty the Authority may face.

A condensed summary of the Authority's net position at August 31, 2017 and 2016 is shown in Table 1, and a summary of the changes in net position for the years ended August 31, 2017 and 2016, is shown in Table 2 below:

6 BIRMINGHAM-JEFFERSON CIVIC CENTER AUTHORITY MANAGEMENT'S DISCUSSION AND ANALYSIS

Table 1 - Statements of Net Position

2017 2016

Current and other assets $ 80,431,331 $ 70,878,083 Capital assets, net 212,208,449 221,594,882

Total assets 292,639,780 292,472,965

Current liabilities 10,435,744 9,951,467 Payable from restricted assets 8,052,357 7,942,967 Long-term liabilities 118,927,186 124,898,056

Total liabilities 137,415,287 142,792,490

Net Position: Invested in capital assets, net 89,331,129 92,247,131 Restricted 23,049,179 25,267,077 Unrestricted 42,844,185 32,166,267

Total Net Position $ 155,224,493 $ 149,680,475

Table 2 - Statements of Activities

2017 2016

Total operating revenues $ 68,084,848 $ 62,968,229

Total operating expenses 75,719,611 72,195,863

Operating loss (7,634,763) (9,227,634)

Total non-operating income (expenses) 13,178,781 12,890,591

Change in net position 5,544,018 3,662,957

Net position at beginning of year 149,680,475 146,017,518

Net position at end of year $ 155,224,493 $ 149,680,475

Summary of Cash Flow Activities - The following shows a summary of the major sources and uses of cash and cash equivalents. Cash equivalents are considered highly liquid investments with maturity of three months or less:

7 BIRMINGHAM-JEFFERSON CIVIC CENTER AUTHORITY MANAGEMENT'S DISCUSSION AND ANALYSIS

Table 3 - Statements of Cash Flows 2017 2016

Cash provided by (used for) operating activities $ 4,056,827 $ 4,477,208 Cash provided by (used for) capital and related financing activities 3,247,299 (4,418,743) Cash provided by (used for) investing activities (14,064,560) 680,164 Net increase (decrease) in cash and cash equivalents (6,760,434) 738,629 Cash and Cash equivalents: Beginning of the year 36,070,818 35,332,189

End of the year $ 29,310,384 $ 36,070,818

The Authority's financial statements are prepared on an accrual basis in accordance with U.S. generally accepted accounting principles promulgated by the Governmental Accounting Standards Board (GASB). The Authority is structured as a single enterprise fund with revenues recognized when earned, not when received. Expenses are recognized when incurred, not when they are paid. See notes to the financial statements for a summary of the Authority's significant accounting policies.

Bonds and Notes Payable Outstanding

In 1992, the Authority issued $18,805,938 of Series 1992 Bonds dated December 1, 1992, maturing annually from 1993 through 2022, with interest coupons ranging from 3.00 percent to 6.80 percent.

Balance outstanding August 31, 2017 - $2,182,190

In 2011, the Authority entered into a purchase agreement with The Commercial Development Authority of Birmingham ("CDA"). Per the agreement, the CDA issued a series of 2011-A Revenue Bonds in the amount of $58,230,000 and 2011-B Revenue Bonds in the amount of $13,560,000. The Authority entered into an agreement with the CDA to make payments on the bond debts as they become due beginning with the April 1, 2013 maturity.

The 2011-A Revenue Bonds mature annually on April 1, from 2022 through 2031, and $37,525,000, of the aggregate balance matures on April 1, 2041. The interest rates range from 5.00% to 5.50%.

Balance outstanding August 31, 2017 - $58,230,000

The 2011-B Revenue Bonds mature annually through April 1, 2022 with an interest rate of 6.00%.

Balance outstanding August 31, 2017 - $7,900,000

8 BIRMINGHAM-JEFFERSON CIVIC CENTER AUTHORITY MANAGEMENT'S DISCUSSION AND ANALYSIS

In 2015, the Authority issued $39,960,000 of Series 2015-A Bonds, dated July 1, 2015, maturing annually from 2018 through 2021 with coupons ranging from 2.00% to 5.00%.

Balance outstanding August 31, 2017 - $39,960,000

In 2015, the Authority issued $7,170,000 of Series 2015-B Bonds, dated July 1, 2015, maturing annually from 2015 through 2018, with coupons ranging from 0.35% to 1.70%.

Balance Outstanding August 31, 2017 - $1,415,000

Standard & Poor's, a widely recognized bond rating agency, upgraded the Authority's credit rating from 'AA-' to 'AA' with a "stable outlook".

Request for Information

This financial report is designed to provide a general overview of the Authority's finances for all those interested. Questions concerning any of the information provided in this report or request for additional information should be addressed in writing to the Director of Finance, Birmingham-Jefferson Civic Center Authority, 2100 Richard Arrington Jr. Blvd. N., Birmingham, Alabama 35202 or call 205-458-8479.

Respectfully submitted, Wayne Averitt, CPA, Director of Finance

9 BIRMINGHAM-JEFFERSON CIVIC CENTER AUTHORITY STATEMENTS OF NET POSITION August 31, 2017 and 2016

2017 2016 ASSETS Current assets: Cash and cash equivalents $ 8,687,890 $ 13,381,521 Restricted cash and cash equivalents 20,622,494 22,689,297 Accounts receivable 7,082,202 5,038,907 Inventory 149,225 166,278 Prepaid expenses 455,189 506,397 Total current assets 36,997,000 41,782,400

Investments 40,849,888 26,517,903 Restricted investments 2,584,443 2,577,780 Capital assets, net 212,208,449 221,594,882

Total assets $ 292,639,780 $ 292,472,965

LIABILITIES AND NET POSITION Current liabilities: Accounts payable $ 2,208,278 $ 2,729,389 Accrued expenses 4,735,836 3,123,679 Deposit and advance ticket sales 3,165,176 3,753,612 Current portion of unearned income 326,454 344,787 Total current liabilities 10,435,744 9,951,467

Current liabilities payable from restricted assets: Current portion of bonds payable 2,979,648 2,984,904 Current portion of notes payable 1,400,000 1,280,000 Accrued interest payable 1,737,613 1,774,863 Accreted interest payable 1,935,096 1,903,200 Total current liabilities payable from restricted assets 8,052,357 7,942,967

Long-term liabilities: Bonds payable 42,119,984 45,208,499 Accreted interest payable 7,974,979 9,117,960 Notes payable 64,730,000 66,130,000 Unearned income 4,102,223 4,441,597 Total long-term liabilities 118,927,186 124,898,056

Total liabilities 137,415,287 142,792,490

NET POSITION Invested in capital assets net of related debt 89,331,129 92,247,131 Restricted for debt service 19,401,503 22,736,592 Restricted for capital replacements and additions 3,647,676 2,530,485 Unrestricted 42,844,185 32,166,267 Total net position 155,224,493 149,680,475

Total liabilities and net position $ 292,639,780 $ 292,472,965

See accompanying notes to the financial statements. 10 BIRMINGHAM-JEFFERSON CIVIC CENTER AUTHORITY STATEMENTS OF ACTIVITIES For the years ended August 31, 2017 and 2016

2017 2016 OPERATING REVENUES Revenues from operations $ 68,084,848 $ 62,968,229

Total operating revenues 68,084,848 62,968,229

OPERATING EXPENSES Salaries and employee benefits 26,427,912 24,339,324 Utilities 7,520,213 6,865,124 Repairs and maintenance 2,713,740 2,318,824 Rent 52,637 308,057 Management fees 3,612,422 3,446,405 Contract services and labor 5,232,311 4,789,373 Capital equipment 2,404,205 2,522,828 Cost of services 3,298,022 3,747,911 General, administrative and other operating expenses 10,936,427 10,545,433

Total operating expenses before depreciation 62,197,889 58,883,279

Depreciation 13,521,722 13,312,584

Total operating expenses 75,719,611 72,195,863

Operating loss (7,634,763) (9,227,634)

NON-OPERATING REVENUES (EXPENSES) Special tax proceeds $ 18,709,473 $ 18,406,194 Interest income 668,986 601,292 Interest expense (5,804,777) (6,001,241) Other non-operating expense (394,901) (115,654)

Total non-operating revenues, net 13,178,781 12,890,591

Changes in net position 5,544,018 3,662,957

Net position at beginning of the year 149,680,475 146,017,518

Net position at the end of the year $ 155,224,493 $ 149,680,475

See accompanying notes to the financial statements. 11 BIRMINGHAM-JEFFERSON CIVIC CENTER AUTHORITY STATEMENTS OF CASH FLOWS For the years ended August 31, 2017 and 2016

2017 2016 CASH FLOWS FROM OPERATING ACTIVITIES Receipts from customers $ 65,095,410 $ 63,545,372 Payments to vendors (36,718,679) (35,757,466) Payments to employees (24,944,240) (24,001,587) Receipts from other operating activities 624,336 690,889

Net cash provided by (used for) operating activities 4,056,827 4,477,208

CASH FLOWS FROM CAPITAL AND RELATED FINANCING ACTIVITIES Principal paid on special tax bonds (3,016,800) (3,030,904) Interest paid on special tax bonds and notes (7,030,083) (7,084,328) Special tax proceeds 18,709,473 18,733,071 Principal paid on notes payable and lease obligations (1,280,000) (1,160,000) Acquisition and construction of capital assets (4,135,291) (11,876,582)

Net cash provided by (used for) capital and related financing activities 3,247,299 (4,418,743)

CASH FLOWS FROM INVESTING ACTIVITIES Interest received on investments 668,986 601,292 Purchases of investments (14,331,985) - Proceeds from sales of investments - 194,526 Unrealized gain/loss on investments (401,561) (115,654)

Net cash provided by (used for) investing activities (14,064,560) 680,164

Net increase in cash and cash equivalents (6,760,434) 738,629

Cash and cash equivalents at beginning of the year 36,070,818 35,332,189

Cash and cash equivalents at end of the year $ 29,310,384 $ 36,070,818

See accompanying notes to the financial statements. 12 BIRMINGHAM-JEFFERSON CIVIC CENTER AUTHORITY STATEMENTS OF CASH FLOWS (CONT'D) For the years ended August 31, 2017 and 2016

2017 2016 Reconciliation of change in net position to net cash provided by operating activities: Operating loss $ (7,634,763) $ (9,227,634) Adjustments to reconcile change in net position to net cash provided by operating activities: Depreciation 13,521,722 13,312,584 Changes in assets and liabilities: Decrease (increase) in accounts receivable (2,043,295) (599,892) Decrease (increase) in inventory 17,053 1,184 Increase in prepaid expenses 51,208 (61,382) Increase (decrease) in accounts payable (521,111) (462,424) Increase (decrease) in accrued expenses 1,612,156 337,737 Increase in advance deposits and ticket sales (588,436) 1,510,292 Increase in unearned income (357,707) (333,257)

Net cash provided by (used for) operating activities $ 4,056,827 $ 4,477,208

Supplemental disclosure of cash flow information Cash paid for interest during the year $ 5,842,027 $ 6,033,366

See accompanying notes to the financial statements. 13 BIRMINGHAM-JEFFERSON CIVIC CENTER AUTHORITY NOTES TO FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Reporting Entity The Birmingham-Jefferson Civic Center Authority ("the Authority") was created by the legislation of the State of Alabama, as a public corporation authorized to construct, maintain, operate and manage a civic center in the City of Birmingham, Jefferson County, Alabama. Jefferson County and the City of Birmingham appropriate specific tax proceeds to enable the Authority to make annual principal and interest payments on its bonds outstanding. Included in the financial statements are the Authority and the Sheraton Birmingham Hotel and the Westin Birmingham Hotel, which are divisions of the Authority.

Basis of Presentation The Authority's financial statements are reported in accordance with Governmental Accounting Standards Board (GASB) Statement No. 63, Financial Reporting of Deferred Outflows of Resources, Deferred Inflows Resources and Net Position, and follow the accrual basis of accounting. Net position is classified and reported in three components: invested in capital assets, net of related debt; restricted net position; and unrestricted net position. These classifications are defined as follows:

 Invested in capital assets, net of related debt - This component of net position consists of capital assets, including restricted capital assets, net of accumulated depreciation and reduced by the outstanding balances of any bonds, mortgages, notes or other borrowings that are attributable to the acquisition, construction or improvement of those assets. If there are significant unspent related debt proceeds at year end, the portion of the debt attributable to the unspent proceeds is not included in the calculation of invested in capital assets, net of related debt. Rather, that portion of the debt is included in the same net position component as the unspent proceeds.

 Restricted net position - This component of net position includes assets subject to external constraints imposed by creditors (such as through debt covenants), grantors, contributors, laws or regulations of other governments, or constraints imposed by law through constitutional provisions or enabling legislation.

 Unrestricted net position - This component of net position consists of net assets that do not meet the definition of "restricted" or "invested in capital assets, net of related debt."

The Authority may fund outlays for a particular purpose from both restricted (e.g., restricted bond) and unrestricted resources. In order to calculate the amounts to report as restricted-net position and unrestricted-net position in the enterprise fund financial statements, a flow assumption must be made about the order in which the resources are considered to be applied. It is the Authority's policy to consider restricted-net position to have been depleted before unrestricted-net position is applied.

14 BIRMINGHAM-JEFFERSON CIVIC CENTER AUTHORITY NOTES TO FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT'D)

The Authority has elected to apply all applicable GASB pronouncements, as well as Financial Accounting Standards Board (FASB) pronouncements and Accounting Principles Board (APB) opinions issued on or before November 30, 1989, unless those pronouncements conflict with or contradict GASB pronouncements.

On July 1, 2009, the Financial Accounting Standards Board (FASB) released the Accounting Standards Codification (ASC). The ASC became the single source of authoritative nongovernmental generally accepted accounting principles (GAAP) and is effective for periods ending after September 15, 2009. All existing accounting standards documents were superseded, and any other literature not included in the ASC is considered nonauthoritative. The adoption of the ASC did not have any impact on the Board's financial condition, results of operations and cash flows, as the ASC did not change existing GAAP. The adoption of the ASC changes the approach of referencing authoritative literature by topic rather than by type of standard. Accordingly, references to former FASB positions, statements, interpretations, opinions, bulletins or other pronouncements in the Board's notes to basic financial statements are now presented as references to the corresponding topic in the ASC.

Measurement Focus, Basis of Accounting The accounting policies of the Authority conform to accounting principles generally accepted in the United States of America applicable to state and local governmental agencies, and as such, the Authority is accounted for as a proprietary fund. The basic financial statements presented are reported using the economic resources measurement focus and the accrual basis of accounting. Under this method, revenues are recorded when earned and expenses are recorded at the time the liabilities are incurred, regardless of when the related cash flows take place. Non-exchange transactions, in which the Authority gives (or receives) value without directly receiving (or giving) equal value in exchange, include taxes and donations. This measurement focus emphasizes the determination of the change in the Authority's net assets.

The financial statements are presented in accordance with GASB Statement No. 34, Basic Financial Statements - and Management's Discussion and Analysis - For State and Local Governments, GASB Statement No. 62, Codification of Accounting and Financial Reporting Guidance Contained in Pre-November 30, 1989 FASB and AICPA Pronouncements, and related GASB pronouncements.

Assets, Liabilities and Equity

Cash and Cash Equivalents The Authority considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.

15 BIRMINGHAM-JEFFERSON CIVIC CENTER AUTHORITY NOTES TO FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT'D)

Receivables Receivables consist of all revenues earned at year end and not yet received. Allowances for uncollectible accounts receivable are based upon historical trends and the periodic aging of accounts receivable.

Inventory Inventory is carried at the lower of cost (first-in, first-out) or market and consists of food and beverages for sale at each Hotel's restaurant and lounges, as well as a base supply of linens, china and silverware used in its facilities.

Fixed Assets Purchased property, plant and equipment is stated at historical cost or estimated cost if actual historical cost is not available. Depreciation and amortization is computed using the straight-line method over the estimated useful lives of 15 to 50 years for buildings and 3 to 15 years for furniture, fixtures and equipment. The Authority capitalizes all fixed assets in excess of $10,000.

The cost of normal maintenance and repairs that do not add to the value of the asset or materially extend assets' lives are not capitalized.

Revenues and Expenses The Authority, the Sheraton Birmingham Hotel and the Westin Birmingham Hotel recognize revenues when customers are billed. Expenses are all attributed to business-type activities as the Authority is operated as one enterprise fund.

The Authority distinguishes operating revenues and expenses from nonoperating items. Operating revenues and expenses generally result from providing services and producing and delivering goods in connection with the Authority's principal ongoing operations. Operating expenses include the cost of sales and services, administrative expenses and depreciation on capital assets. All revenues and expenses not meeting this definition are reported as nonoperating revenues and expenses.

Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Fair Value The authority estimates the fair value of accounts receivable and payable, accrued expense and notes payable approximates carrying value due to the short term nature of these instruments.

16 BIRMINGHAM-JEFFERSON CIVIC CENTER AUTHORITY NOTES TO FINANCIAL STATEMENTS

NOTE 2 - CASH AND INVESTMENTS

The Authority maintains cash in depository accounts and investments. Investments consist of certificates of deposit, with maturities ranging from three to twelve months, and United States Government securities. Certificates of deposit are recorded at cost which approximates market value. Account balances at August 31 are as follows:

2017 2016

Cash $ 8,687,890 $13,381,521 Certificates of deposit and money market accounts 5,861,823 2,175,389 United States Government securities 34,988,065 24,342,513

$49,537,778 $39,899,423

The Authority maintains its cash accounts with high credit quality financial institutions. The Authority had cash and certificate of deposit balances on deposit with one financial institution at August 31, 2017 and 2016 that exceeded balances insured by the FDIC and are secured by collateral through the Alabama State Treasury's Security of Alabama Funds Enhancement (SAFE) Program. Under the SAFE program, the Authority's funds are protected through a collateral pool administered by the Alabama State Treasury. Certain banks holding deposits belonging to the state, counties, cities or agencies of any of these entities must pledge securities as collateral against these deposits. In the event of the failure of a bank, securities pledged by that bank would be liquidated by the State Treasurer to replace the public deposits. If the securities pledged failed to produce adequate funds for that purpose, every bank participating in the pool would share the liability for the remaining balance.

NOTE 3 - FAIR VALUE MEASUREMENTS

SFAS No. 157, Fair Value Measurements, establishes a framework for measuring fair value. That framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The hierarchy consists of three broad levels, described as follows:

Level 1 - Inputs that consist of unadjusted quoted prices for identical assets in active markets that the Authority has the ability to access.

Level 2 - Inputs consist of 1) quoted prices for similar assets in active markets, 2) quoted prices for identical or similar assets in inactive markets, 3) inputs other than quoted prices that are observable, and 4) inputs that are derived principally from or corroborated by observable market data by correlation or other means. If the asset has a specified (contractual) term, the Level 2 input must be observable for substantially the full term.

17 BIRMINGHAM-JEFFERSON CIVIC CENTER AUTHORITY NOTES TO FINANCIAL STATEMENTS

NOTE 3 - FAIR VALUE MEASUREMENTS (CONT'D)

Level 3 - Inputs consist of unobservable inputs where there is little or no market activity, and the reporting entity makes estimates and assumptions related to the pricing of the asset including assumptions regarding risk.

The asset's fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs.

The following is a description of the valuation methodologies used for assets measured at fair value:

Certificates of deposit, money market accounts and United States Government securities - The carrying amount approximates fair value.

The preceding methods described may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, although the Authority believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

All of the Authority's investments are Level 1 investments (See Notes 2 and 5).

NOTE 4 - CAPITAL ASSETS

Capital assets consisted of the following at August 31:

2017 2016 Land and improvements $ 50,052,504 $ 50,027,569 Exhibition hall 73,298,630 73,298,630 Mechanical plant 3,953,673 3,953,673 Concert hall and theater 31,704,305 31,704,305 Arena 31,073,525 31,073,525 Sheraton Hotel 94,965,001 91,916,987 Sheraton restaurant 702,938 702,938 Medical forum 32,110,009 32,107,771 Parking deck 9,458,906 9,458,906 Office building 3,352,329 3,352,329 Equipment 41,947,025 41,528,809 Message center 157,680 157,680 Westin furniture and equipment 6,003,120 6,003,120 Westin Hotel 53,392,348 53,392,348 Westin restaurant 4,538,558 4,538,558 Entertainment district 22,592,281 22,484,131 Construction in progress 8,132,371 7,598,635 467,435,203 463,299,914 Less: accumulated depreciation (255,226,754) (241,705,032)

$ 212,208,449 $ 221,594,882

18 BIRMINGHAM-JEFFERSON CIVIC CENTER AUTHORITY NOTES TO FINANCIAL STATEMENTS

NOTE 4 - CAPITAL ASSETS (CONT'D)

Balances of major classes of capital assets and accumulated depreciation at August 31, 2016, and changes therein for the year then ended, are as follows:

Balance at Balance at August 31, August 31, 2016 Increases Decreases 2017 Nondepreciable: Land $ 49,241,248 $ 24,935 $ - $ 49,266,183 Construction-in-progress 7,598,635 533,736 - 8,132,371 Depreciable: Buildings 364,446,282 2,871,429 - 367,317,711 Leasehold improvements 1,833,678 206 - 1,833,884 Furniture and equipment 40,180,071 704,983 - 40,885,054 Less accumulated depreciation (241,705,032) (13,521,722) - (255,226,754)

Capital assets, net $ 221,594,882 $ (9,386,433) $- $ 212,208,449

Balances of major classes of capital assets and accumulated depreciation at August 31, 2016, and changes therein for the year then ended, are as follows:

Balance at Balance at August 31, August 31, 2015 Increases Decreases 2016 Nondepreciable: Land $ 43,118,354 $ 6,122,894 $ - $ 49,241,248 Construction-in-progress 3,210,785 4,744,578 (356,728) 7,598,635 Depreciable: Buildings 362,563,155 1,365,838 - 364,446,282 Leasehold improvement 1,833,678 - - 1,833,678 Furniture and equipment 40,180,071 - - 40,180,071 Less accumulated depreciation (228,392,448) (13,312,584) - (241,705,032)

Capital assets, net $ 222,513,595 $ (1,079,274) $ (356,728) $ 221,594,882

NOTE 5 - RESTRICTED ASSETS

The 1992, 2002, 2005, and 2015 Bond Resolutions (See Note 6) require that certain funds be maintained by a trustee as long as any of the bonds remain outstanding. Additionally, in accordance with the terms of the Management Agreement, each Hotel maintains a restricted cash fund account which must be held and invested by the Authority. The interest bearing account is for the purpose of establishing a reserve for replacements and additions to furniture and equipment.

Restricted asset accounts at August 31, were comprised of the following:

2017 2016

Cash and cash equivalents $ 20,622,494 $ 22,689,297 United States Government securities 2,584,443 2,577,780

$ 23,206,937 $ 25,267,077

19 BIRMINGHAM-JEFFERSON CIVIC CENTER AUTHORITY NOTES TO FINANCIAL STATEMENTS

NOTE 5 - RESTRICTED ASSETS (CONT'D)

Restricted asset accounts at August 31, were comprised of the following:

2017 2016

SERIES 1992 BONDS Bond Fund - Created for the purpose of payment of the principal and interest on the bonds when due. $ 2,584,443 $ 2,577,780

SERIES 2015-A & B BONDS Bond Fund - Created for the purpose of payment of the principal and interest on the bonds when due. 16,817,060 20,158,812

RESERVE FUND Held by and invested by the Authority in an interest bearing account for the purpose of establishing a reserve for replacements and additions to furniture and equipment for the Hotels as indicated in the Management Agreement. 3,805,434 2,530,486

$ 23,206,937 $25,267,078

NOTE 6 - BONDS PAYABLE

At August 31, bonds payable consisted of the following:

2017 2016 Refunding and capital outlay special tax bonds, Series 1992 $ 2,182,190 $ 2,646,523 Special Tax Bonds, Series 2015-A 41,502,442 41,611,880 Special Tax Bonds, Series 2015-B 1,415,000 3,935,000 45,099,632 48,193,403 Less: current installments (2,979,648) (2,984,904)

$42,119,984 $45,208,499

20 BIRMINGHAM-JEFFERSON CIVIC CENTER AUTHORITY NOTES TO FINANCIAL STATEMENTS

NOTE 6 - BONDS PAYABLE (CONT'D)

1992 Series The refunding and capital outlay special tax bonds, 1992 Series ("1991 Series"); outstanding at August 31, 2016 consist of capital appreciation bonds (original issue discount bonds). The capital appreciation bonds accrete interest payable at maturity and mature as follows:

Interest Original Approximate Accreted to Year Ending Principal Yield to August 31, August 31, Amount Maturity 2017

2018 $ 429,648 6.75% $ 1,780,944 2019 401,856 6.80% 1,669,910 2020 375,864 6.80% 1,561,891 2021 351,552 6.80% 1,460,861 2022 328,824 6.80% 2,644,354

$ 1,887,744 $ 9,117,960

The 1992 Series bonds are secured by a pledge of the Sales and Use Tax, Tobacco Tax, and Lodging Tax.

2015-A Series On March 11, 2015, the Authority issued $39,960,000 of Series 2015-A Bonds, maturing July 1, 2030, with varying rates from 2.00 to 5.00%, payable on July 1 and December 1 of each year. The Series 2015-A bonds were issued for the purpose of currently refunding the Authority's Special Tax Bonds, Series 2005-A and to fund certain capital improvements. Future debt service payments for the 2015-A Series are as follows:

Year ending August 31, Principal Interest

2018 $ 1,135,000 $ 1,419,156 2019 2,630,000 1,362,406 2020 2,765,000 1,230,906 2021 2,845,000 1,147,956 2022-2026 15,830,000 4,151,794 2027-2030 14,755,000 1,228,138

$39,960,000 $10,540,356

The Authority increased its aggregate debt service by approximately $3,101,011 over the next 15 years an incurred an economic gain (the difference between the present values of the old debt service requirements and the new debt service requirements) of approximately $1,122,818.

21 BIRMINGHAM-JEFFERSON CIVIC CENTER AUTHORITY NOTES TO FINANCIAL STATEMENTS

NOTE 6 - BONDS PAYABLE (CONT'D)

2015-B Series On February 25, 2015, the Authority issued $7,170,000 of Series 2015-B Bonds, maturing July 1, 2030, with varying rates from 0.35 to 1.70%, payable on July 1 and December 1 of each year. The Series 2015-B bonds were issued for the purpose of currently refunding the Authority's Special Tax Bonds, Series 2011. Future debt service payments for the 2015-B Series are as follows:

Year ending August 31, Principal Interest

2018 $ 1,415,000 $ 24,055

$ 1,415,000 $ 24,055

The Authority decreased its aggregate debt service by approximately $ over the next four years and incurred an economic loss (the difference between the present value of the old debt service requirements and the new debt service requirements) of approximately $.

Balance at Balance at August 31, August 31, Due Within 2016 Additions Payments 2017 One Year Bonds payable Refunding and capital outlay special tax bonds, Series 1992 $ 2,849,448 $ - $ (464,904) $ 2,384,544 $ 429,648 Special tax bonds, Series 2015-A 39,960,000 - - 39,960,000 1,135,000 Special tax bonds, Series 2015-B 3,935,000 - (2,520,000) 1,415,000 1,415,000 Premium 1,757,575 - (127,054) 1,630,521 - Discount (202,924) 32,467 - (170,457) -

Total bonds payable $ 48,299,099 $ 32,467 $ (3,111,958) $ 45,219,608 $ 2,979,648

Balance at Balance at August 31, August 31, Due Within 2015 Additions Payments 2016 One Year Bonds payable Refunding and capital outlay special tax bonds, Series 1992 $ 3,346,248 $ - $ (496,800) $ 2,849,448 $ 464,904 Special tax bonds, Series 2015-A 39,960,000 - - 39,960,000 - Special tax bonds, Series 2015-B 6,435,000 - (2,500,000) 3,935,000 2,520,000 Premium 1,884,628 - (127,053) 1,757,575 - Discount (358,704) 155,780 - (202,924) -

Total bonds payable $ 51,267,172 $ 155,780 $ (3,123,853) $ 48,299,099 $ 2,984,904

22 BIRMINGHAM-JEFFERSON CIVIC CENTER AUTHORITY NOTES TO FINANCIAL STATEMENTS

NOTE 7 - NOTES PAYABLE

The Authority entered into a purchase agreement with The Commercial Development Authority of Birmingham ("CDA'') in February 2011. Per the agreement, the CDA issued revenue bonds totaling $71,790,000 under a trust indenture with a financial institution (the 'Trustee"). The proceeds from the issuance will be used to finance the costs of acquiring, constructing and equipping the Birmingham Westin Hotel project and the Entertainment District.

The Birmingham Westin Hotel project was completed and the title was transferred to the Authority in February 2012 along with title to the Entertainment District project which is still under development. The city of Birmingham will make payments in April and October on the bond debt to the Trustee from the tax proceeds received on the behalf of the Authority. The note payable follows the debt maturity schedule as follows:

Year Principal Interest Annual Monthly Accrued Maturity Amount Rate Interest Interest Interest 2011-A

4/1/2023 $ 1,875,000 5.00% 93,750 7,813 $ 39,063 4/1/2024 1,970,000 5.00% 98,500 8,208 41,042 4/1/2025 2,070,000 5.00% 103,500 8,625 43,125 4/1/2026 2,170,000 5.00% 108,500 9,042 45,208 4/1/2027 2,280,000 5.00% 114,000 95,000 47,500 4/1/2028 2,395,000 5.00% 119,750 9,979 49,895 4/1/2029 2,515,000 5.25% 132,038 11,003 55,016 4/1/2030 2,645,000 5.25% 138,863 11,572 57,859 4/1/2031 2,785,000 5.25% 146,213 12,184 60,922 4/1/2041 37,525,000 5.50% 2,063,875 171,990 859,948

$ 58,230,000 $ 1,299,578

Year Principal Interest Annual Monthly Accrued Maturity Amount Rate Interest Interest Interest 2011-B

4/1/2018 $ 1,400,000 6.00% 84,000 7,000 $ 35,000 4/1/2019 1,485,000 6.00% 89,100 7,425 37,125 4/1/2020 1,575,000 6.00% 94,500 7,875 39,375 4/1/2021 1,670,000 6.00% 100,200 8,350 41,750 4/1/2022 1,770,000 6.00% 106,200 8,850 44,250

$ 7,900,000 $ 197,500

23 BIRMINGHAM-JEFFERSON CIVIC CENTER AUTHORITY NOTES TO FINANCIAL STATEMENTS

NOTE 7 - NOTES PAYABLE (CONT'D)

Activity during 2017 related to long-term debt principal obligations is as follows:

Balance at Balance at August 31, August 31, Due Within 2016 Additions Payments 2017 One Year Notes payable Commercial Development Authority of the City of Birmingham, Series 2011-A $ 58,230,000 $ - $ - $ 58,230,000 $ - Commercial Development Authority of the City of Birmingham, Series 2011-B 9,180,000 - (1,280,000) 7,900,000 1,400,000

Total notes payable $ 67,410,000 $- $ (1,280,000) $ 66,130,000 $ 1,400,000

Activity during 2016 related to long-term debt principal obligations is as follows:

Balance at Balance at August 31, August 31, Due Within 2015 Additions Payments 2016 One Year Notes payable Commercial Development Authority of the City of Birmingham, Series 2011-A $ 58,230,000 $ - $ - $ 58,230,000 $ - Commercial Development Authority of the City of Birmingham, Series 2011-B 10,340,000 - (1,160,000) 9,180,000 1,280,000

Total notes payable $ 68,570,000 $- $ (1,160,000) $ 67,410,000 $ 1,280,000

NOTE 8 - OPERATING LEASE

On January 15, 1997, the Authority entered into a lease-lease back arrangement to finance the cost of certain improvements to the Civic Center Facility ("the Facility"). Under the arrangement, the Authority created a Trust and leased ("the Headlease") the Facility to a limited liability corporation, which in turn leased ("the Sublease") the Facility to the Authority's Trust. The Trust granted the Authority the exclusive right and responsibility for opening the Facility.

The terms of the Headlease and the Sublease contained provisions, which allow the lessee to prepay the basic rent, which began on January 2, 1997, and continues through January 2, 2022, and the renewal option rent, which begins on January 2, 2022, and continues through January 2, 2037. On January 15, 1997, the Sublessee exercised its option to prepay the basic and renewal option rent. Simultaneous with the execution of the Headlease, the Authority entered into other agreements which are part of the lease-lease back transaction.

Under the Sublease agreement, the Sublease has an option to purchase the Facility at a price equal to the Facility's cost multiplied by 105%. Management of the Authority anticipates executing the option purchase is unlikely.

To finance the Headlease rent payment and lease term renewal payment, the Headlessee entered into a loan agreement with Hollandsched Bank- Unie, NV ("the Loan Participant"). As security for the loan, the Loan Participant was granted a first priority security interest, mortgage lien in the Facility, the Hotels and office complex facilities of the Headlessee and the Authority.

24 BIRMINGHAM-JEFFERSON CIVIC CENTER AUTHORITY NOTES TO FINANCIAL STATEMENTS

NOTE 8 - OPERATING LEASE (CONT'D)

Additional financing for the Headlease and Sublease basic rent payment and term renewal payment was provided by NationsBank Credit Commercial Corporation ("the Investment Participant") in exchange for all of the tax benefits of the lease transaction.

Accordingly, the Trust entered into a tax indemnification agreement with the Investment Participant. Under the agreement, the Trust and the Authority would indemnify the Investment Participant for any loss of tax benefits resulting from a failure to perform certain provisions of the various agreements subject to certain limitations and exclusions.

As a result of the lease-leaseback transaction, all rent payments received upon the exercise of the lease prepayment option were recorded as unearned income to be recognized annually on a straight-line basis. The Authority recognizes $243,377 each year and did so during the year ended August 31, 2017. At August 31, 2017 and 2016, the related liability was $3,894,025 and $4,137,402, respectively.

NOTE 9 - COMPENSATED ABSENCES

Full-time employees of the Authority accrue annual vacation at the rate of one day per month during the first fifteen years of service; one and one-half days thereafter; and two days per month after twenty-five years of service. Employees are eligible to take earned vacation time after six months of service.

The maximum amount of vacation an employee may carry-over to the next year is forty days. Upon voluntary separation of employment from the Authority, employees will be compensated for a maximum of forty days of unused vacation. Amounts earned but not yet used totaled $504,806 and $492,591 at August 31, 2017 and 2016 and are included in accrued expenses on the Statements of Net Position.

Full-time and part-time employees of the Hotels who have completed the requisite vesting periods accrue Paid Time Off ("PTO") that is equally divided between two types; Vacation PTO and Holiday/Sick PTO. The rate of accrual is based on years of service and is accrued at a fixed rate per hour worked. The maximum amount of PTO an employee may carryover to the next year is also based on years of service. Upon voluntary separation of employment from the Hotel after a minimum one year of service, the terminating employee is compensated for all vested and available Vacation PTO. Terminating employees are not compensated for remaining Holiday/Sick PTO. All PTO amounts earned but not yet used totaled $592,094 and $692,388 at August 31, 2017 and 2016, respectively, and are included in accrued expenses on the Statements of Net Position.

25 BIRMINGHAM-JEFFERSON CIVIC CENTER AUTHORITY NOTES TO FINANCIAL STATEMENTS

NOTE 10 - PENSION AND SAVINGS PLAN

The Authority is the sponsor of a defined contribution pension and savings plan ("the Plan") for the benefit of all employees who have completed one half year of continuous service and have attained the age of 21. The Authority contributes 7% of annual compensation of eligible employees to the Plan. Employees participating in the Plan may make after-tax contributions ranging up to 10% of their compensation. Participants are immediately vested in their voluntary contributions plus earnings thereon. Vesting in the employer contribution account is based on years of service. Participants are fully vested after seven years of service. The Authority's policy is to fund pension cost accrued. Total pension expense for the years ended August 31, 2017 and 2016 was $413,317 and $399,021, respectively.

The Hotel has a defined contribution pension plan (the "401k") which provides that eligible employees may defer payments of taxes on a portion of their salary by making contributions to the 401k through payroll deductions. Individual employee benefits under the 401k are based upon the amount accumulated for each eligible employee as a result of the Hotel's contributions, up to four percent of the employees' contributions, and any voluntary contribution made by the employee. The total pension expense for the years ended August 31, 2017 and 2016 was $256,792 and $215,937, respectively.

NOTE 11 - CONTINGENCIES

The Authority is involved in various other lawsuits. The lawsuits are in the early stages of litigation, and no gain or loss contingency can be estimated. Consequently, no financial statement accruals have been recorded. In the opinion of the Authority's legal counsel, the potential, adverse impact of these lawsuits would not have a material effect on the financial statements.

NOTE 12 - RELATED PARTY

The Sheraton Birmingham Hotel entered into a management agreement with the Sheraton Operating Corporation, a related party, as of September 1, 2011. Sheraton Operating Corporation received management fees of $3,154,895 and $2,794,571 for the years ended August 31, 2017 and 2016, respectively. At August 31, 2017 and 2016, Sheraton Birmingham Hotel had accounts payable due to the Sheraton Operating Corporation in the amounts of $373,539 and $435,240, respectively. Those amounts are included in accounts payable on the Statements of Net Position.

The Westin Birmingham Hotel entered into a management agreement with the Sheraton Operating Corporation, a related party. Sheraton Operating Corporation received management fees of $1,606,648 and $1,613,941 for the years ended August 31, 2017 and 2016, respectively. At August 31, 2017 and 2016, Westin Birmingham Hotel had accounts payable due to the Sheraton Operating Corporation in the amounts of $152,967 and $110,239, respectively. Those amounts are included in accounts payable on the Statements of Net Position.

26 BIRMINGHAM-JEFFERSON CIVIC CENTER AUTHORITY NOTES TO FINANCIAL STATEMENTS

NOTE 13 - SUBSEQUENT EVENTS

The Authority has evaluated subsequent events through, January 26, 2018, which is the date the financial statements were available to be issued and concluded that, other than the event described in the preceding paragraph, no events or transaction occurred during that period requiring recognition or disclosure.

NOTE 14 - RISK MANAGEMENT

The Authority is exposed to various risks of losses related to torts; theft of, damage to and destruction of assets; errors and omissions, injuries to employees, and natural disasters. The Authority has purchased commercial insurance for all risk above minimal deductible amounts. In addition, all tenants and users of the Authority are required to have commercial insurance coverages naming the Authority as additional insured.

No liability is recorded at August 31, 2017, for any outstanding claims or for any potential claims incurred but not reported as of that date. Settled claims have not exceeded these commercial coverages by any material amounts during the year ended August 31, 2017.

NOTE 15 - MANAGEMENT REVIEW

Management of the Authority has reviewed the financial statements and related notes on January 26, 2018.

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APPENDIX C

Form of Indenture

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TRUST INDENTURE (SUBORDINATE LIEN)

Dated August 1, 2018

Between

BIRMINGHAM-JEFFERSON CIVIC CENTER AUTHORITY

and

REGIONS BANK

Relating to the issuance of $______Special Tax Bonds (Subordinate Lien), Series 2018B and $______Special Tax Bonds (Subordinate Lien), Taxable Series 2018C by Birmingham-Jefferson Civic Center Authority

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TABLE OF CONTENTS

PAGE

Parties ...... 1 Recitals ...... 1

ARTICLE 1 Definitions and Other Provisions of General Application ...... 2

SECTION 1.1 Definitions ...... 2 SECTION 1.2 General Rules of Construction ...... 8 SECTION 1.3 Ownership of Bonds; Effect of Action by Bondholders ...... 8 SECTION 1.4 Effect of Headings and Table of Contents ...... 8 SECTION 1.5 Date of Indenture ...... 9 SECTION 1.6 Separability Clause ...... 9 SECTION 1.7 Governing Law ...... 9 SECTION 1.8 Counterparts ...... 9 SECTION 1.9 Designation of Time for Performance ...... 9

ARTICLE 2 Source of Payment ...... 9

SECTION 2.1 Source of Payment of Bonds and Other Obligations ...... 9 SECTION 2.2 Sponsoring Entity Exempt From Liability ...... 9 SECTION 2.3 Officers, Directors, etc. Exempt from Individual Liability...... 9

ARTICLE 3 Security for Payment...... 10

SECTION 3.1 Pledge and Assignment ...... 10 SECTION 3.2 Additional Taxes ...... 10 SECTION 3.3 Separate Security for Bonds ...... 1 0

ARTICLE 4 Registration, Exchange and General Provisions Regarding the Bonds ...... 11

SECTION 4.1 Registration, Transfer and Exchange ...... 11 SECTION 4.2 Mutilated, Destroyed, Lost and Stolen Bonds ...... 11 SECTION 4.3 Payment of Interest on Bonds; Interest Rights Preserved ...... 12 SECTION 4.4 Persons Deemed Owners ...... 12 SECTION 4.5 Trustee as Paying Agent ...... 12 SECTION 4.6 Payments Due on Non-Business Days ...... 13 SECTION 4.7 Cancellation ...... 13 SECTION 4.8 Book-Entry Only Bonds ...... 1 3 SECTION 4.9 Bonds as Evidence of a Loan by a Bank ...... 13

ARTICLE 5 General Provisions Regarding Redemption of Bonds ...... 15

SECTION 5.1 Specific Redemption Provisions ...... 15 SECTION 5.2 Mandatory Redemption ...... 1 5 SECTION 5.3 Election to Redeem ...... 15 SECTION 5.4 Selection by Trustee of Bonds to be Redeemed ...... 15 SECTION 5.5 Notice of Redemption ...... 15 SECTION 5.6 Deposit of Redemption Price ...... 16 SECTION 5.7 Bonds Payable on Redemption Date ...... 16 SECTION 5.8 Bonds Redeemed in Part ...... 1 6

ARTICLE 6 Specific Terms for Series 2018 Subordinate Lien Bonds ...... 17

SECTION 6.1 Specific Title and Terms for Series 2018B Bonds ...... 17 SECTION 6.2 Specific Title and Terms for Series 2018C Bonds ...... 19 SECTION 6.3 Book-Entry Only System; Payment Provisions ...... 20 SECTION 6.4 Execution, Authentication, Delivery and Dating ...... 22 SECTION 6.5 Proceeds From Sale of Series 2018B Bonds ...... 22 SECTION 6.6 Proceeds From Sale of Series 2018C Bonds ...... 22 SECTION 6.7 Costs of Issuance Fund ...... 22 SECTION 6.8 Acquisition Fund ...... 22 SECTION 6.9 Description of Series 2018 Capital Improvements ...... 23

ARTICLE 7 Additional Bonds ...... 23

SECTION 7.1 Additional Bonds--In General ...... 23 SECTION 7.2 Conditions Precedent to Issuance of Additional Bonds ...... 23

ARTICLE 8 Indenture Funds ...... 24

SECTION 8.1 Debt Service Fund ...... 24 SECTION 8.2 Money for Bond Payments to be Held in Trust; Repayment of Unclaimed Money ...... 25

ARTICLE 9 Investment of Indenture Funds ...... 25

SECTION 9.1 Investment of Indenture Funds ...... 25 SECTION 9.2 Application of Funds After Indenture Indebtedness Fully Paid ...... 26

ARTICLE 10 Representations and Covenants ...... 26

SECTION 10.1 General Representations ...... 26 SECTION 10.2 No Encumbrance on Trust Estate or Pledged Tax Proceeds ...... 26 SECTION 10.3 Payment of Bonds...... 26 SECTION 10.4 Inspection of Records ...... 27 SECTION 10.5 Advances by Trustee ...... 27 SECTION 10.6 Corporate Existence; Merger, Consolidation, Etc...... 27 SECTION 10.7 Compliance with Continuing Disclosure Agreement ...... 27 SECTION 10.8 Compliance with the Tax Certificate and Agreement ...... 27 SECTION 10.9 Impairment of Contractual Obligations ...... 27 SECTION 10.10 Application of Pledged Tax Proceeds ...... 28 SECTION 10.11 Covenants With Respect to Pledged Tax Proceeds and Operation of Civic Center ...... 28

ARTICLE 11 Defaults and Remedies ...... 28

SECTION 11.1 Events of Default ...... 28 SECTION 11.2 Remedies ...... 29 SECTION 11.3 Application of Money Collected ...... 29 SECTION 11.4 Trustee May Enforce Claims without Possession of Bonds ...... 29 SECTION 11.5 Limitation on Suits ...... 30 SECTION 11.6 Unconditional Right of Bondholders to Receive Principal, Premium and Interest ...... 30 SECTION 11.7 Restoration of Positions ...... 30 SECTION 11.8 Delay or Omission Not Waiver ...... 30 SECTION 11.9 Control by Bondholders ...... 31 SECTION 11.10 Waiver of Past Defaults ...... 31 SECTION 11.11 Suits to Protect the Trust Estate ...... 31

ARTICLE 12 The Trustee ...... 31

SECTION 12.1 Certain Duties and Responsibilities of Trustee ...... 31

SECTION 12.2 Notice of Defaults ...... 32 SECTION 12.3 Certain Rights of Trustee ...... 33 SECTION 12.4 Not Responsible for Recitals ...... 3 3 SECTION 12.5 May Hold Bonds...... 33 SECTION 12.6 Money Held in Trust ...... 34 SECTION 12.7 Compensation and Reimbursement ...... 34 SECTION 12.8 Corporate Trustee Required; Eligibility ...... 34 SECTION 12.9 Resignation and Removal; Appointment of Successor ...... 34 SECTION 12.10 Acceptance of Appointment by Successor ...... 35 SECTION 12.11 Merger, Conversion, Consolidation or Succession to Business...... 35

ARTICLE 13 Amendment of Bond Documents ...... 36

SECTION 13.1 General Requirements for Amendments ...... 36 SECTION 13.2 Amendments Without Consent of Bondholders ...... 36 SECTION 13.3 Amendments Requiring Consent of All Affected Bondholders ...... 36 SECTION 13.4 Amendments Requiring Majority Consent of Bondholders ...... 37 SECTION 13.5 Discretion of Trustee ...... 37 SECTION 13.6 Trustee Protected by Opinion of Counsel ...... 37 SECTION 13.7 Amendments Affecting Trustee's Personal Rights ...... 37 SECTION 13.8 Effect on Bondholders ...... 37 SECTION 13.9 Reference in Bonds to Amendments ...... 37 SECTION 13.10 Amendments Not to Affect Tax Exemption ...... 37

ARTICLE 14 Defeasance ...... 38

SECTION 14.1 Payment of Indenture Indebtedness; Satisfaction and Discharge of Indenture ...... 38 SECTION 14.2 Trust for Payment of Debt Service ...... 38

ARTICLE 15 Miscellaneous ...... 39

SECTION 15.1 Notices ...... 39 SECTION 15.2 Notices to Bondholders; Waiver ...... 39 SECTION 15.3 Successors and Assigns ...... 40 SECTION 15.4 Benefits of Indenture ...... 40 SECTION 15.5 Notice to Rating Agencies ...... 40

EXHIBIT 6.1(c) - Form of Series 2018B Bonds EXHIBIT 6.2(c) - Form of Series 2018C Bonds EXHIBIT 6.7(b) - Requisition EXHIBIT 6.9(a) - Description of Series 2018 Capital Improvements EXHIBIT 15.1(b) - Notices

TRUST INDENTURE (SUBORDINATE LIEN)

THIS TRUST INDENTURE (SUBORDINATE LIEN) dated August 1, 2018 is entered into by BIRMINGHAM- JEFFERSON CIVIC CENTER AUTHORITY, an Alabama public corporation (the “Authority”), and REGIONS BANK, an Alabama banking corporation (the “Trustee”).

Recitals

A. The Authority owns and operates a civic center convention complex consisting of various facilities used to promote events that contribute to the cultural betterment of the greater Birmingham community.

B. The Authority and the Trustee have heretofore executed and delivered that certain Trust Indenture dated February 1, 2015, as amended and supplemented (the “Senior Lien Indenture”). Pursuant to the Senior Lien Indenture, the Authority issued its Special Tax Bonds, Tax-Exempt Series 2015-A (the “Series 2015A Bonds”) and its Special Tax Bonds, Taxable Series 2015-B (the “Series 2015B Bonds”, and, together with the Series 2015A Bonds, the “Series 2015 Bonds”) and reserved the right to issue additional bonds to be secured by the Senior Lien Indenture on a parity with the Series 2015 Bonds upon compliance with certain conditions set out in the Senior Lien Indenture. To secure the payment of debt service on the Series 2015 Bonds and any additional bonds issued pursuant to the Senior Lien Indenture, including the Series 2018A Bonds described herein, the Authority has pledged and assigned the Pledged Tax Proceeds, as defined herein, to the trustee under the Senior Lien Indenture on a first priority basis.

C. The Authority has determined that it is necessary and desirable to undertake a major expansion of its civic center facilities through (i) renovation of Legacy Arena and the Authority’s existing convention and meeting space, and (ii) construction of an open-air stadium that will provide an additional venue for convention, sports and entertainment events (collectively, the “Series 2018 Capital Improvements”) and to refund certain outstanding debt of the Authority. To finance a portion of the Series 2018 Capital Improvements and to effectuate the refunding, the Authority has, pursuant to the provisions of this Indenture, duly authorized the issuance of its (i) Special Tax Bonds (Subordinate Lien), Series 2018B (the “Series 2018B Bonds”) and (ii) Special Tax Bonds (Subordinate Lien), Taxable Series 2018C (the “Series 2018C Bonds”).

D. The Series 2018B Bonds are being issued to provide a portion of the financing for the Series 2018 Capital Improvements. The Series 2018C Bonds are being issued to refund the Authority’s outstanding Refunding and Capital Outlay Special Tax Bonds, Series 1992 (the “Series 1992 Bonds”). The Series 2018B Bonds and the Series 2018C Bonds are referred to collectively herein as the “Series 2018 Subordinate Lien Bonds”.

E. The Series 2018 Subordinate Lien Bonds and all other payment obligations under this Indenture are limited obligations of the Authority payable solely out of the Pledged Tax Proceeds, subject and subordinate, however, to a prior pledge of the Pledged Tax Proceeds to the payment of the obligations issued pursuant to the Senior Lien Indenture.

F. All things have been done which are necessary to make the Series 2018 Subordinate Lien Bonds, when executed by the Authority and authenticated and delivered by the Trustee hereunder, the valid obligations of the Authority, and to constitute this Indenture a valid trust indenture for the security of the Series 2018 Subordinate Lien Bonds, in accordance with the terms of the Series 2018 Subordinate Lien Bonds and this Indenture.

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

It is hereby covenanted and declared that all the Bonds are to be authenticated and delivered and the property subject to this Indenture is to be held and applied by the Trustee, subject to the covenants, conditions and trusts hereinafter set forth, and the Authority does hereby covenant and agree to and with the Trustee, for the equal and proportionate benefit (except as otherwise expressly provided herein) of all Bondholders as follows:

ARTICLE 1

Definitions and Other Provisions of General Application

SECTION 1.1 Definitions

For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires, the following terms shall have the meaning indicated:

“Acquisition Costs”, when used with respect to the Series 2018B Bonds, shall mean costs of designing, acquiring, constructing and installing the Series 2018 Capital Improvements, including without limitation (a) interest accruing on the Series 2018B Bonds for a period not to exceed 3 years, and (b) any rebate due to the United States Treasury with respect to the Series 2018B Bonds pursuant to Section 148(f) of the Internal Revenue Code.

“Acquisition Fund” shall mean the fund established pursuant to Section 6.8.

“Act of Bankruptcy” shall mean the filing of a petition in bankruptcy (or the other commencement of a bankruptcy or similar proceeding) by or against a person under any applicable bankruptcy, insolvency, reorganization, or similar law, now or hereafter in effect.

“Additional Bonds” shall mean a series of Bonds issued pursuant to Article 7 and the related Supplemental Indenture.

“Adjusted Pledged Tax Proceeds”, when used with respect to the issuance of Additional Bonds, shall have the meaning assigned in Section 7.2(a)(4).

“Affiliate” of any specified person shall mean any other person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified person. For purposes of this definition, “control” when used with respect to any specified person means the power to direct the management and policies of such person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Annual Debt Service”, when used with respect to any Fiscal Year, shall mean the aggregate amount of principal and interest payable on all Outstanding Bonds during such Fiscal Year; provided, that for purposes of determining Annual Debt Service:

(1) the principal amount of Bonds required to be redeemed in any Fiscal Year shall be deemed to be payable in such Fiscal Year rather than the Fiscal Year in which such principal matures;

(2) with respect to Bonds bearing interest at a variable rate, the amount of interest payable during any period for which the actual rate cannot be determined shall be projected using the Index Rate;

(3) If cash or Federal Securities have been deposited in escrow or trust in an amount that, together with earnings thereon (but without reinvestment), is sufficient to pay the principal of or interest on Bonds (or any portion thereof) as it comes due, such principal or interest (or portion thereof), as the case may be, shall not be included in the calculation of Annual Debt Service.

“Authority” shall mean Birmingham-Jefferson Civic Center Authority, an Alabama public corporation, until a successor corporation shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Authority” shall mean such successor corporation.

“Authorized Authority Representative” shall mean any officer or agent of the Authority authorized by the governing body of the Authority to act as “Authorized Authority Representative” for purposes of the Bond Documents.

“Authorized Denominations” shall have the meaning assigned in Section 6.1 for the Series 2018B Bonds and Section 6.2 for the Series 2018C Bonds, and shall have the meaning assigned in the related Supplemental Indenture for any series of Additional Bonds.

“Bond” shall mean any bond issued pursuant to this Indenture, including the Series 2018 Subordinate Lien Bonds and any Additional Bonds.

“Bond Documents” shall mean the Bonds and the Indenture.

“Bond Payment Date” shall mean each date (including any date fixed for redemption of Bonds) on which Debt Service is payable on the Bonds.

“Bond Register” shall mean the register or registers for the registration and transfer of Bonds maintained by the Authority pursuant to Section 4.1.

“Bondholder” when used with respect to any Bond shall mean the person in whose name such Bond is registered in the Bond Register.

“Business Day” shall mean any day other than a Saturday, a Sunday or a day on which the Trustee is authorized to be closed under general law or regulation applicable in the place where the Trustee performs its business with respect to the Indenture.

“Car Rental Tax” shall mean the car rental tax levied in Jefferson County, Alabama pursuant to Act No. 2001-550 enacted at the 2001 Regular Session of the Alabama Legislature, as amended by Act No. 2018-288 enacted at the 2018 Regular Session of the Alabama Legislature.

“CDA Development Agreement” means the Pre-Development Agreement dated November 12, 2010 between The City of Birmingham and the Authority.

“Continuing Disclosure Agreement” shall mean that certain Continuing Disclosure Agreement entered into by the Authority in connection with the issuance of the Series 2018 Subordinate Lien Bonds.

“Costs of Issuance” shall mean the expenses incurred in connection with the issuance of the Bonds, including legal, consulting, accounting and underwriting fees and expenses.

“Costs of Issuance Fund” shall mean the fund established pursuant to Section 6.7.

“Debt Service” shall mean the principal, premium (if any) and interest payable on the Bonds.

“Debt Service Fund” shall mean the fund established pursuant to Section 8.1.

“Defaulted Interest” shall have the meaning assigned in Section 4.3.

“Defeased”, when used with respect to Indenture Indebtedness, shall have the meaning assigned in Section 14.1.

“Direct Loan Bond” shall have the meaning assigned in Section 4.9(a).

“Enabling Law” shall mean (i) Act No. 547 enacted at the 1965 Regular Session of the Legislature of the State of Alabama, as amended, and (ii) Amendment No. 280 to the Constitution of Alabama of 1901.

“Escrow Agreement” means the Escrow Trust Agreement dated August 1, 2018 between the Authority and the trustee for the Series 1992 Bonds.

“Favorable Tax Opinion” shall mean an Opinion of Counsel stating in effect that the proposed action, together with any other changes with respect to the Bonds made or to be made in connection with such action, will not cause interest on the Bonds to become includible in gross income of the Holders for purposes of federal income taxation. The provisions of this Indenture requiring the delivery of a Favorable Tax Opinion shall not be applicable

with respect to any Bonds the interest on which is includible in gross income of the holders for purposes of federal income taxation.

“Federal Securities” means direct obligations of the Department of the Treasury of the United States of America.

“Financing Participants” shall mean the Authority, the Trustee and, with respect to any Direct Loan Bonds, the Lender.

“Fiscal Year” shall mean the fiscal year of the Authority, as established from time to time by requisite corporate action.

“Fitch” shall mean Fitch Ratings Inc.

“Fully Paid”, when used with respect to Indenture Indebtedness, shall have the meaning stated in Section 14.1.

“GBCVB Allocation Agreement” shall mean the Agreement for Marketing Services between the Authority and the Greater Birmingham Convention and Visitors Bureau authorized by the Authority pursuant to resolution adopted by the Authority on September 17, 2003.

“Holder” when used with respect to any Bond shall mean the person in whose name such Bond is registered in the Bond Register.

“Indenture” shall mean this instrument as originally executed or as it may from time to time be supplemented, modified or amended by one or more indentures or other instruments supplemental hereto entered into pursuant to the applicable provisions hereof.

“Indenture Default” shall have the meaning stated in Article 11. An Indenture Default shall “exist” if an Indenture Default shall have occurred and be continuing.

“Indenture Funds” shall mean any fund or account established pursuant to this Indenture.

“Indenture Indebtedness” shall mean all indebtedness of the Authority at the time secured by this Indenture, including without limitation (a) all Debt Service on the Bonds and (b) all reasonable fees, charges and disbursements of the Trustee for services performed and disbursements made under this Indenture.

“Independent”, when used with respect to any person, shall mean a person who (a) is in fact independent, (b) does not have any direct financial interest or any material indirect financial interest in any Financing Participant or any Affiliate of a Financing Participant, and (c) is not connected with any Financing Participant or any Affiliate of a Financing Participant as an officer, employee, promoter, underwriter, trustee, partner, director or person performing similar functions.

“Index Rate” means the “Bond Buyer Revenue Bond Index” rate for 30-year tax-exempt revenue bonds, as published by The Bond Buyer on any date selected by the Authority that is within 30 days prior to the date of any determination made with respect to the Index Rate; provided, however, that if The Bond Buyer (or a successor publication) ceases to publish such rate, the Index Rate shall be the rate specified in an index in general use in the financial industry and reasonably comparable to the “Bond Buyer Revenue Bond Index” rate for 30-year tax-exempt revenue bonds, such alternative index to be selected by an Authorized Authority Representative.

“Interest Payment Date”, when used with respect to any installment of interest on a Bond, shall mean the date specified herein and in such Bond as the date on which such installment of interest is due and payable.

“Lender” means a bank or other financial institution that purchases a Direct Loan Bond pursuant to Section 7.3 and, upon transfer of the Direct Loan Bond by the existing Lender to a successor Lender, as provided in Section 7.3, means the successor Lender.

“Lodging Tax” shall mean the lodging license tax levied in Jefferson County, Alabama, pursuant to Act No. 525 enacted at the 1965 Regular Session of the Alabama Legislature.

“Maturity”, when used with respect to any Bond, shall mean the date specified herein and in such Bond as the date on which principal of such Bond is due and payable.

“Moody's” shall mean Moody's Investors Service, Inc.

“Obligor Bonds” shall mean Bonds registered in the name of (or in the name of a nominee for) the Authority or any Affiliate of the Authority. The Trustee may assume that no Bonds are Obligor Bonds unless it has actual notice to the contrary.

“Office of the Trustee” shall mean the office of the Trustee for hand delivery of notices and other documents, as specified pursuant to Article 15.

“Opinion of Counsel” shall mean an opinion from an attorney or firm of attorneys with experience in the matters to be covered in the opinion. Except as otherwise expressly provided in this Indenture, the attorney or attorneys rendering such opinion may be counsel for one or more of the Financing Participants.

“Outstanding” when used with respect to Bonds shall mean, as of the date of determination, all Bonds authenticated and delivered under this Indenture, except:

(a) Bonds cancelled by the Trustee or delivered to the Trustee for cancellation;

(b) Bonds for whose payment or redemption money in the necessary amount has been deposited with the Trustee in trust for the Holders of such Bonds, provided that, if such Bonds are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made; and

(c) Bonds in exchange for or in lieu of which other Bonds have been authenticated and delivered under this Indenture; provided, however, that in determining whether the Holders of the requisite principal amount of Bonds Outstanding have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Obligor Bonds shall be disregarded and deemed not to be Outstanding. Obligor Bonds which have been pledged in good faith may be regarded as Outstanding for such purposes if the pledgee establishes to the satisfaction of the Trustee the pledgee's right so to act with respect to such Bonds and that Bonds registered in the name of such pledgee as beneficial owner would not be considered Obligor Bonds.

“PILOTs” shall mean the special fees collected by the Authority in lieu of the taxes that would be levied on certain transactions at the Authority’s civic center facilities if the Authority were not constitutionally exempt from such taxes, authorized by the Enabling Law.

“Pledged Tax Proceeds” shall mean, collectively, (i) the proceeds of the PILOTs retained by the Authority, (ii) the proceeds of the Special Lodging Tax that are payable to the Authority, (iii) the proceeds of the Special Beverage Tax that are payable to the Authority, (iv) the proceeds of the Sales and Use Tax that are payable to the Authority, (v) the proceeds of the Tobacco Tax that are payable to the Authority, (vi) the proceeds of the Lodging Tax that are payable to the Authority, (vii) the proceeds of the Car Rental Tax that are payable to the Authority, and (viii) the proceeds of any additional taxes that are included in Pledged Tax Proceeds pursuant to the terms of Section 3.2.

“Post-Default Rate” shall mean (a) when used with respect to any payment of Debt Service on any Bond, the rate specified in such Bond for overdue installments of Debt Service on such Bond, computed as provided in such Bond, and (b) when used with respect to all other payments due under this Indenture, a variable rate equal to the Trustee's prime rate plus 2% (200 basis points), computed on the basis of a 365 or 366-day year, as the case may be, for actual days elapsed.

“Qualified Investments” means:

(a) Federal Securities.

(b) An interest in any trust or fund that invests solely in Federal Securities or repurchase agreements with respect to Federal Securities.

(c) Obligations or any of the following federal agencies, which obligations represent the full faith and credit of the United States of America: a. Farmers Home Administration. b. General Services Administration. c. U.S. Maritime Administration. d. Small Business Administration. e. Government National Mortgage Association (GNMA). f. U.S. Department of Housing and Urban Development (HUD). g. Federal Housing Administration.

(d) U.S. dollar denominated deposit accounts and certificates of deposit with banks or savings associations which are qualified public depositories un Chapter 14A of Title 41 of the Code of Alabama 1975.

(e) A certificate of deposit issued by, or other interest-bearing deposit with, any bank organized under the laws of the United States of America or any state thereof (including without limitation the Trustee), provided that (i) long-term deposits with such bank are rated by at least one Rating Agency in one of the three highest rating categories, or (ii) such deposit is collaterally secured by the issuing bank by pledging Federal Securities having a market value (exclusive of accrued interest) not less than the face amount of such certificate less the amount of such deposit insured by the Federal Deposit Insurance Corporation.

(f) Interests, however evidenced, in any common trust fund or other collective investment fund maintained by any national or state chartered bank, trust company or savings association having trust powers, or securities of or other interests in any open-end or closed-end management type investment company or investment trust registered under the Investment Company Act of 1940, as from time to time amended, so long as (i) such fund meets the requirements of Section 11-81-21(5) of the Code of Alabama 1975 and (ii) such fund is rated by at least one Rating Agency in one of the three highest rating categories.

(g) A repurchase agreement with respect to Federal Securities, provided that the Federal Securities subject to such repurchase agreement are held by or under the control of the Trustee pursuant to a perfected security interest free and clear of third-party liens.

For purposes of this definition, rating categories are determined without regard to qualifiers, such as “+” or “1” (for example, ratings of “A-1”, “A-2”, “A-” and “A+” are considered part of the same rating category). Any investment requiring a rating shall be a Qualified Investment if the required rating is applicable on the date such investment is made. If the Authority receives notice from the Trustee that the required rating is no longer applicable to any such investment, or if the Authority has actual knowledge that the required rating is no longer applicable, the Authority shall promptly give instructions for liquidation of such investment and shall give directions for reinvestment of the proceeds of such investment in another investment that is a Qualified Investment.

“Rating Agency” shall mean S & P, Moody’s, Fitch and any other nationally recognized securities rating agency.

“Regular Record Date” shall have the meaning assigned in Section 6.1 for the Series 2018B Bonds and Section 6.2 for the Series 2018C Bonds, and shall have the meaning assigned in the related Supplemental Indenture for any series of Additional Bonds.

“S & P” shall mean S&P Global Ratings.

“Sales and Use Tax” shall mean the sales and use tax levied in Jefferson County, Alabama, pursuant to Act No. 405 enacted at the 1967 Regular Session of the Alabama Legislature, as amended by Act No. 659 enacted at the 1973 Regular Session of the Alabama Legislature.

“Senior Lien Bonds” shall mean the Series 2015A Bonds, the Series 2018A Bonds and any other Additional Bonds issued pursuant to the Senior Lien Indenture.

“Senior Lien Indenture” shall mean that certain Trust Indenture dated February 1, 2015, as amended and supplemented, between the Authority and First Commercial Bank, as trustee, pursuant to which the Senior Lien Bonds have been issued.

“Series 1992 Bonds” means the Authority’s Refunding and Capital Outlay Special Tax Bonds, Series 1992.

“Series 2015A Bonds” shall mean the Authority’s $39,960,000 Special Tax Bonds, Tax-Exempt Series 2015-A, that have been issued pursuant to the Senior Lien Indenture.

“Series 2018 Capital Improvements”, when used with respect to the Series 2018B Bonds, shall mean the capital improvements being financed by the Series 2018B Bonds. The Capital Improvements are more particularly described in Exhibit 6.9(a).

“Series 2018 Subordinate Lien Bonds” shall mean, collectively, the Series 2018B Bonds and the Series 2018C Bonds.

“Series 2018A Bonds” shall mean the Authority’s $______Special Tax Bonds, Series 2018A, that have been issued pursuant to the Senior Lien Indenture.

“Series 2018B Bonds” shall mean the Bonds of that series designation issued pursuant to Section 6.1 of this Indenture.

“Series 2018C Bonds” shall mean the Bonds of that series designation issued pursuant to Section 6.2 of this Indenture.

“Special Beverage Tax” shall mean the special alcoholic beverage tax levied in Jefferson County, Alabama, pursuant to Act No. 2001-545 of the 2001 Regular Session of the Alabama Legislature, as amended by Act No. 2003-288, adopted at the 2003 Regular Session of the Alabama Legislature, and as validated and confirmed by Act No. 2004-531, adopted at the 2004 Regular Session of the Alabama Legislature.

“Special Lodging Tax” shall mean the special lodging tax levied in Jefferson County, Alabama, pursuant to Act No. 2001-546 of the 2001 Regular Session of the Alabama Legislature, as validated and confirmed by Act No. 2004-531, adopted at the 2004 Regular Session of the Alabama Legislature.

“Special Record Date” for the payment of any Defaulted Interest on the Bonds means a date fixed by the Trustee pursuant to Section 4.3.

“Supplemental Indenture” shall mean an instrument supplementing, modifying or amending this Indenture.

“Tax Certificate and Agreement” shall mean that certain Tax Certificate and Agreement entered into by the Authority in connection with the issuance of the Series 2018B Bonds.

“Tobacco Tax” shall mean the tobacco license tax levied in Jefferson County, Alabama, pursuant to Act No. 524 enacted at the 1965 Regular Session of the Alabama Legislature.

“Trust Estate” shall have the meaning stated in Article 3.

“Trustee” shall mean Regions Bank, an Alabama banking corporation, until a successor Trustee shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Trustee” shall mean such successor.

“Wire Transfer” shall mean a transfer of funds by electronic means between banks that are members of the Federal Reserve system, or such other method of transferring funds for same-day settlement or credit as shall be acceptable to the Trustee.

SECTION 1.2 General Rules of Construction

For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires:

(a) Defined terms in the singular shall include the plural as well as the singular, and vice versa.

(b) The definitions in the recitals to this instrument are for convenience only and shall not affect the construction of this instrument.

(c) All accounting terms not otherwise defined herein have the meanings assigned to them, and all computations herein provided for shall be made, in accordance with generally accepted accounting principles. All references herein to “generally accepted accounting principles” refer to such principles as they exist at the date of application thereof.

(d) All references in this instrument to designated “Articles”, “Sections” and other subdivisions are to the designated Articles, Sections and subdivisions of this instrument as originally executed.

(e) The terms “herein”, “hereof” and “hereunder” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision.

(f) All references in this instrument to a separate instrument are to such separate instrument as the same may be amended or supplemented from time to time pursuant to the applicable provisions thereof.

(g) The term “person” shall include any individual, corporation, partnership, limited liability company, joint venture, association, trust, unincorporated organization and any government or any agency or political subdivision thereof.

(h) The term “including” means “including without limitation” and “including, but not limited to”.

SECTION 1.3 Ownership of Bonds; Effect of Action by Bondholders

(a) The ownership of Bonds shall be proved by the Bond Register.

(b) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Bond shall bind every future Holder of the same Bond and the Holder of every Bond issued upon the transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done or suffered to be done by the Trustee or the Authority in reliance thereon, whether or not notation of such action is made upon such Bond.

SECTION 1.4 Effect of Headings and Table of Contents

The Article and Section headings herein and in the Table of Contents are for convenience only and shall not affect the construction hereof.

SECTION 1.5 Date of Indenture

The date of this Indenture is intended as and for a date for the convenient identification of this Indenture and is not intended to indicate that this Indenture was executed and delivered on said date.

SECTION 1.6 Separability Clause

If any provision in this Indenture or in the Bonds shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

SECTION 1.7 Governing Law

This Indenture shall be construed in accordance with and governed by the laws of the State of Alabama.

SECTION 1.8 Counterparts

This instrument may be executed in any number of counterparts, each of which so executed shall be deemed an original, but all such counterparts shall together constitute but one and the same instrument.

SECTION 1.9 Designation of Time for Performance

Except as otherwise expressly provided herein, any reference in this Indenture to the time of day shall mean the time of day in the city where the Trustee maintains its place of business for the performance of its obligations under this Indenture.

ARTICLE 2

Source of Payment

SECTION 2.1 Source of Payment of Bonds and Other Obligations

(a) The Bonds and all other payment obligations under this Indenture shall be limited obligations of the Authority payable solely out of the Pledged Tax Proceeds (subject to the prior pledge of the Pledged Tax Proceeds to the payment of the Senior Lien Bonds) and Trust Estate.

(b) The Bonds and any other payment obligations under this Indenture shall not be payable out of money appropriated to the Authority by the State of Alabama or any taxes or other revenues of the Authority, other than the Pledged Tax Proceeds remaining after the payment of debt service on the Senior Lien Bonds.

SECTION 2.2 Sponsoring Entity Exempt From Liability

The Bonds and any other payment obligations under this Indenture do not constitute or give rise to an indebtedness or a pecuniary liability of, and do not constitute a charge against the general credit or taxing powers of, the State of Alabama, Jefferson County, Alabama or the City of Birmingham.

SECTION 2.3 Officers, Directors, etc. Exempt from Individual Liability

No recourse under or upon any covenant or agreement of this Indenture, or of any Bonds, or for any claim based thereon or otherwise in respect thereof, shall be had against any past, present or future incorporator, officer or member of the governing body of the Authority, or of any successor, either directly or through the Authority, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly understood that this Indenture and the Bonds issued hereunder are solely corporate obligations, and that no personal liability whatever shall attach to, or is or shall be incurred by, any incorporator, officer or member of the governing body of the Authority or any successor, or any of them, because of the issuance of the Bonds, or under or by reason of the covenants or agreements contained in this Indenture or in any Bonds or implied therefrom.

ARTICLE 3

Security for Payment

SECTION 3.1 Pledge and Assignment

To secure the payment of Debt Service on the Bonds and all other Indenture Indebtedness and the performance of the covenants herein and in the Bonds contained, and to declare the terms and conditions on which the Bonds are secured, and in consideration of the premises and of the purchase of the Bonds by the Holders thereof, the Authority hereby pledges and assigns to the Trustee, and grants to the Trustee a security interest in, the following property:

(a) Pledged Tax Proceeds. All right, title and interest of the Authority in the Pledged Tax Proceeds, subject, however, to (i) any prior claim to the PILOTs under the GBCVB Allocation Agreement and (ii) a prior pledge of the Pledged Tax Proceeds to the payment of the Senior Lien Bonds.

(b) Indenture Funds. Money and investments from time to time on deposit in, or forming a part of, the Indenture Funds.

(c) Other Property. Any and all property of every kind or description which may, from time to time hereafter, by delivery of a Supplemental Indenture duly executed on behalf of the Authority, be subjected to the lien of this Indenture as additional security by the Authority or anyone on its part or with its consent, or which pursuant to any of the provisions hereof may come into the possession or control of the Trustee or a receiver appointed pursuant to this Indenture; and the Trustee is hereby authorized to receive any and all such property as and for additional security for the obligations secured hereby and to hold and apply all such property subject to the terms hereof.

TO HAVE AND TO HOLD all such property, rights and privileges (collectively called the “Trust Estate”) unto the Trustee and its successors and assigns;

BUT IN TRUST, NEVERTHELESS, for the equal and proportionate benefit and security of the Holders from time to time of the Bonds (without any priority of any such Bond over any other such Bond).

PROVIDED, HOWEVER, that:

(1) Money and investments in the Indenture Funds may be applied for the purposes and on the terms and conditions set forth in this Indenture.

(2) The Pledged Tax Proceeds received by the Authority may be applied as provided in Section 10.10.

SECTION 3.2 Additional Taxes

The Authority may, by delivery of a Supplemental Indenture duly executed on behalf of the Authority, subject to the lien of this Indenture additional taxes payable to the Authority, or fees in lieu of taxes payable to the Authority, and may include such additional taxes or fees in the Pledged Tax Proceeds, provided that (a) such additional taxes or fees are (i) levied pursuant to legislative authorization and (ii) payable to the Authority pursuant to legislative authorization or intergovernmental agreement, and (b) such additional taxes or fees are not subject to any prior liens, other than the lien on the Pledged Tax Proceeds in favor of the Senior Lien Bonds.

SECTION 3.3 Separate Security for Bonds

The Authority may deliver to the Trustee a separate credit facility (a letter of credit, insurance policy, standby purchase agreement, guaranty agreement or other credit enhancement) solely for the benefit of specified Bonds issued under this Indenture, which may be all or any portion of one or more series of Bonds. Such credit facility will not be considered part of the Trust Estate. The terms of the Supplemental Indenture authorizing the issuance of the secured Bonds (1) may grant to the obligor under such credit facility the right to exercise certain

rights or powers, or to grant or withhold any consent, on behalf of the Holders of Bonds secured by such credit facility and (2) may provide that such obligor shall be subrogated to the rights of the Holders of Bonds secured by such credit facility if, and to the extent that, such obligor is not paid or reimbursed for amounts paid to Holders of Bonds secured by such credit facility.

ARTICLE 4

Registration, Exchange and General Provisions Regarding the Bonds

SECTION 4.1 Registration, Transfer and Exchange

(a) The Authority shall cause to be kept at the Office of the Trustee a register (herein sometimes referred to as the “Bond Register”) in which, subject to such reasonable regulations as it may prescribe, the Authority shall provide for the registration of Bonds and registration of transfers of Bonds entitled to be registered or transferred as herein provided. The Trustee is hereby appointed as agent of the Authority for the purpose of registering Bonds and transfers of Bonds as herein provided.

(b) Upon surrender for transfer of any Bond at the Office of the Trustee, the Authority shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Bonds of the same series and Maturity, of any Authorized Denominations and of a like aggregate principal amount.

(c) At the option of the Holder, Bonds may be exchanged for other Bonds of the same series and Maturity, of any Authorized Denominations and of a like aggregate principal amount, upon surrender of the Bonds to be exchanged at the Office of the Trustee. Whenever any Bonds are so surrendered for exchange, the Authority shall execute, and the Trustee shall authenticate and deliver, the Bonds which the Bondholder making the exchange is entitled to receive.

(d) All Bonds surrendered upon any exchange or transfer provided for in this Indenture shall be promptly cancelled by the Trustee.

(e) All Bonds issued upon any transfer or exchange of Bonds shall be the valid obligations of the Authority and entitled to the same security and benefits under this Indenture as the Bonds surrendered upon such transfer or exchange.

(f) Every Bond presented or surrendered for transfer or exchange shall contain, or be accompanied by, all necessary endorsements for transfer.

(g) No service charge shall be made for any transfer or exchange of Bonds, but the Authority 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.

(h) The Authority shall not be required (1) to transfer or exchange any Bond during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Bonds and ending at the close of business on the day of such mailing, or (2) to transfer or exchange any Bond so selected for redemption in whole or in part.

SECTION 4.2 Mutilated, Destroyed, Lost and Stolen Bonds

(a) If (1) any mutilated Bond is surrendered to the Trustee, or the Authority and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Bond, and (2) there is delivered to the Authority and the Trustee such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Authority or the Trustee that such Bond has been acquired by a bona fide purchaser, the Authority shall execute and upon its request the Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Bond, a new Bond of like tenor and principal amount, bearing a number not contemporaneously outstanding.

(b) Upon the issuance of any new Bond under this Section, the Authority may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses connected therewith.

(c) Every new Bond issued pursuant to this Section in lieu of any destroyed, lost or stolen Bond shall constitute an original additional contractual obligation of the Authority, whether or not the destroyed, lost or stolen Bond shall be at any time enforceable by anyone, and shall be entitled to all the security and benefits of this Indenture equally and ratably with all other Outstanding Bonds.

(d) The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Bonds.

SECTION 4.3 Payment of Interest on Bonds; Interest Rights Preserved

(a) Interest on any Bond which is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the person in whose name that Bond is registered at the close of business on the Regular Record Date for such Interest Payment Date.

(b) Any interest on any Bond which is payable, but is not punctually paid or duly provided for, on any Interest Payment Date (herein called “Defaulted Interest”) shall forthwith cease to be payable to the Holder on the relevant Regular Record Date solely by virtue of such Holder having been such Holder; and such Defaulted Interest shall be paid by the Authority to the persons in whose names such Bonds are registered at the close of business on a special record date (herein called a “Special Record Date”) for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Authority shall notify the Trustee of the amount of Defaulted Interest proposed to be paid on each Bond and the date of the proposed payment (which date shall be such as will enable the Trustee to comply with the next sentence hereof), and at the same time the Authority shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the persons entitled to such Defaulted Interest as in this subsection provided and not to be deemed part of the Trust Estate. Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than 15 nor less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Authority of such Special Record Date and, in the name and at the expense of the Authority, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first-class postage prepaid, to each Holder of a Bond at his address as it appears in the Bond Register not less than 10 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been mailed as aforesaid, such Defaulted Interest shall be paid to the persons in whose names the Bonds are registered on such Special Record Date.

(c) Subject to the foregoing provisions of this Section, each Bond delivered under this Indenture upon transfer of or in exchange for or in lieu of any other Bond shall carry all the rights to interest accrued and unpaid, and to accrue, which were carried by such other Bond and each such Bond shall bear interest from such date that neither gain nor loss in interest shall result from such transfer, exchange or substitution.

SECTION 4.4 Persons Deemed Owners

The Authority and the Trustee may treat the person in whose name any Bond is registered as the owner of such Bond for the purpose of receiving payment of Debt Service on such Bond and for all other purposes whatsoever whether or not such Bond is overdue, and, to the extent permitted by law, neither the Authority nor the Trustee shall be affected by notice to the contrary.

SECTION 4.5 Trustee as Paying Agent

The Debt Service on the Bonds shall, except as otherwise provided herein, be payable at the Office of the Trustee. The Trustee is hereby appointed agent of the Authority for the purpose of paying Debt Service on the Bonds.

SECTION 4.6 Payments Due on Non-Business Days

If any payment on the Bonds is due on a day which is not a Business Day, such payment may be made on the first succeeding day which is a Business Day with the same effect as if made on the day such payment was due.

SECTION 4.7 Cancellation

All Bonds surrendered for payment, redemption, transfer or exchange, shall be promptly cancelled by the Trustee. The Trustee may destroy cancelled certificates. No Bond shall be authenticated in lieu of or in exchange for any Bond cancelled as provided in this Section, except as expressly provided by this Indenture.

SECTION 4.8 Book-Entry Only Bonds

The provisions of this Indenture authorizing any series of Bonds may provide that such Bonds shall be issued in book-entry only form.

SECTION 4.9 Bonds as Evidence of a Loan by a Bank

(a) The Authority may issue Bonds under this Indenture as evidence of a loan by a Lender. Any Bond issued pursuant to this Indenture to evidence a loan by a Lender is referred to in this Section 4.9 as a “Direct Loan Bond”. The issuance of Direct Loan Bonds shall be subject to the following terms and conditions:

(1) Any election to issue a Direct Loan Bond shall be evidenced by notice from the Authority and the Lender to the Trustee.

(2) The entire principal amount of a Direct Loan Bond will be evidenced by a single physical certificate. The Direct Loan Bond will not be divisible into two or more physical certificates. The provisions regarding Authorized Denominations will not be applicable to a Direct Loan Bond. The Book Entry System shall not be applicable to a Direct Loan Bond and a Direct Loan Bond shall not have a CUSIP number.

(3) Simultaneously with the issuance and delivery of any Direct Loan Bond the Lender shall deliver to the Trustee and the Authority a certificate stating in effect that:

(A) The Lender is purchasing the Direct Loan Bond to evidence and secure a loan to be made for the benefit of the Authority in the normal course of the Lender’s commercial lending practices.

(B) The Lender is purchasing the Direct Loan Bond for its own account and without any present intention of transferring or distributing the Direct Loan Bond or any interest therein.

(C) The Lender has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of owning the Direct Loan Bond.

(D) The Lender is a “qualified institutional buyer” as defined in Rule 144A promulgated under the Securities Act of 1933 and is able to bear the economic risks of purchasing the Direct Loan Bond and making a loan for the benefit of the Authority.

(E) If the Lender transfers the Direct Loan Bond prior to its maturity, it will deliver to the Trustee and the Authority a certificate of the transferee substantially in the form provided in this Section 4.9(a)(3).

(4) The Direct Loan Bond shall be registered in the name of the Lender, but the provisions of this Indenture for transfer, registration and exchange of Bonds shall be suspended with respect to such Direct Loan Bond while the Direct Loan Bond is Outstanding. A Lender may transfer the Direct Loan Bond only upon delivery of the following documentation:

(A) The existing Lender shall deliver the outstanding physical certificate evidencing the Direct Loan Bond to the Trustee, together with a statement by the existing Lender (i) identifying the person to whom the Direct Loan Bond has been transferred (the “successor Lender”) and (ii) confirming the outstanding principal amount of the Direct Loan Bond.

(B) The successor Lender shall deliver to the Trustee and the Authority a certificate substantially in the form required pursuant to Section 4.9(a)(3).

On the transfer date the Trustee shall deliver to the successor Lender a single physical certificate in the outstanding principal amount of the Direct Loan Bond.

(5) At the request of the Lender, the Authority and the Trustee shall enter into a Direct Payment Agreement with the Lender that includes the following terms:

(A) While the Direct Loan Bond is Outstanding, payments of Debt Service on the Bond will be made directly by the Authority to the Lender.

(B) Principal of the Bond will be subject to optional and mandatory redemption as provided in the supplemental indenture authorizing such Direct Loan Bond; provided, however, that any required notice of redemption shall be given by the Authority on behalf of the Trustee directly to the Lender. The Authority shall provide a copy of the redemption notice to the Trustee. If principal of the Direct Loan Bond is redeemed, the Lender shall make a notation of such redemption on the Direct Loan Bond. The Lender shall not be required to surrender the Direct Loan Bond to the Trustee for exchange. On any date that the Lender transfers the Direct Loan Bond, the Lender shall confirm the outstanding principal amount of the Direct Loan Bond.

(C) At the request of the Trustee or the Authority, the Lender shall promptly provide information in reasonable detail with respect to all payments of Debt Service received by the Lender during the term of the Direct Loan Bond.

(D) The Trustee shall be entitled to rely conclusively on the provisions of the Direct Payment Agreement, including the representations and warranties contained therein and the information furnished by the Lender to the Trustee pursuant to the Direct Payment Agreement, without further investigation or inquiry, and shall be completely protected in taking action on the same.

(E) The Authority shall agree to indemnify the Trustee for, and hold the Trustee harmless against, any loss, liability or expense (including reasonable attorneys’ fees, costs and expenses) incurred without bad faith or willful misconduct on its part arising out of or in connection with the Trustee’s reliance on the terms of the Direct Payment Agreement. Such indemnification shall survive the termination of this Indenture and the Direct Payment Agreement or the sooner resignation or removal of the Trustee.

(F) Such other provisions as the Trustee shall reasonably request for the facilitation or administration of its duties under this Indenture while any Direct Loan Bond is Outstanding.

(b) The provisions of this Section shall supersede any contrary provisions of this Indenture regarding transfer, registration, exchange or payment of any Direct Loan Bond.

(c) If the Authority and the Lender have entered into a credit agreement, loan agreement, continuing covenants agreement or other similar agreement (each a “credit agreement”) that provides the terms for extension of credit by the Lender, the default provisions of this Indenture may be amended to provide a cross default for defaults under the credit agreement.

ARTICLE 5

General Provisions Regarding Redemption of Bonds

SECTION 5.1 Specific Redemption Provisions

The terms of this Indenture authorizing any series of Bonds shall specify the specific redemption provisions with respect to such series.

SECTION 5.2 Mandatory Redemption

Bonds shall be redeemed in accordance with the applicable mandatory redemption provisions without any direction from or consent by the Authority. Unless the date fixed for such mandatory redemption is otherwise specified by this Indenture, the Trustee shall select the date for mandatory redemption, subject to the provisions of this Indenture with respect to the permitted period for such redemption.

SECTION 5.3 Election to Redeem

The election of the Authority to exercise any right of optional redemption shall be evidenced by notice to the Trustee from an Authorized Authority Representative. The notice of election to redeem must be received by the Trustee at least 60 days prior to the date fixed for redemption (unless a shorter notice is acceptable to the Trustee) and shall specify (a) the principal amount of Bonds to be redeemed (if less than all Bonds Outstanding are to be redeemed pursuant to such option) and (b) the redemption date, subject to the provisions of this Indenture with respect to the permitted period for such redemption, and (c) any conditions to such redemption specified in accordance with Section 5.5(d).

SECTION 5.4 Selection by Trustee of Bonds to be Redeemed

(a) Except as otherwise provided in the specific redemption provisions for the Bonds, if less than all Bonds Outstanding are to be redeemed, the principal amount of Bonds of each series and Maturity to be redeemed may be specified by the Authority in the notice of election to redeem, or, in the absence of timely receipt by the Trustee of such notice, shall be selected by the Trustee by lot or by such other method as the Trustee shall deem fair and appropriate; provided, however, that the principal amount of Bonds of each Maturity to be redeemed may not be larger than the principal amount of Bonds of such Maturity then eligible for redemption and may not be smaller than the smallest Authorized Denomination.

(b) Except as otherwise provided in the specific redemption provisions for the Bonds, if less than all Bonds with the same series and Maturity are to be redeemed, the particular Bonds of such series and Maturity to be redeemed shall be selected by the Trustee from the Outstanding Bonds of such series and Maturity then eligible for redemption by lot or by such other method as the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (in Authorized Denominations) of the principal of Bonds of such Maturity of a denomination larger than the smallest Authorized Denomination.

(c) For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Bonds shall relate, in the case of any Bond redeemed or to be redeemed only in part, to the portion of the principal of such Bond which has been or is to be redeemed.

SECTION 5.5 Notice of Redemption

(a) Notice of redemption shall be given to affected Bondholders not less than 20 days prior to the redemption date. If the Book Entry System is in effect, such notice shall be given to DTC by such method as shall be specified in the rules and regulations of the Book Entry System. If the Book Entry System has been terminated, such notice shall be given by registered mail.

(b) All notices of redemption shall state:

(1) the redemption date,

(2) the redemption price,

(3) the principal amount of Bonds to be redeemed, and, if less than all Outstanding Bonds are to be redeemed, the identification (and, in the case of partial redemption, the respective principal amounts) of the Bonds to be redeemed,

(4) that on the redemption date the redemption price of each of the Bonds to be redeemed will become due and payable and that the interest thereon shall cease to accrue from and after said date, and

(5) any conditions to such redemption specified in accordance with the provisions of Section 5.5(d).

(c) Notice of redemption of Bonds to be redeemed at the option of the Authority shall be given by the Authority or, at the Authority's request, by the Trustee in the name and at the expense of the Authority. Notice of redemption of Bonds in accordance with the mandatory redemption provisions of the Bonds shall be given by the Trustee in the name and at the expense of the Authority.

(d) A notice of optional redemption may state that the redemption of Bonds is contingent upon specified conditions, such as receipt of a specified source of funds, or the occurrence of specified events. If the conditions for such redemption are not met, the Authority shall not be required to redeem the Bonds (or portions thereof) identified in such notice, and any Bonds surrendered on the specified redemption date shall be returned to the Holders of such Bonds.

SECTION 5.6 Deposit of Redemption Price

On the applicable redemption date, an amount of money sufficient to pay the redemption price of all the Bonds which are to be redeemed on that date shall be deposited with the Trustee, unless the notice of redemption specified contingencies that were not met on the redemption date. Such money shall be held in trust for the benefit of the persons entitled to such redemption price and shall not be deemed to be part of the Trust Estate.

SECTION 5.7 Bonds Payable on Redemption Date

(a) Notice of redemption having been given as aforesaid, if any conditions to such redemption pursuant to Section 5.5(d) are met, the Bonds to be redeemed shall, on the redemption date, become due and payable at the redemption price therein specified and from and after such date (unless the Authority shall default in the payment of the redemption price) such Bonds shall cease to bear interest. Upon surrender of any such Bond for redemption in accordance with said notice such Bond shall be paid by the Authority at the redemption price. Installments of interest due on or prior to the redemption date shall be payable to the Holders of the Bonds registered as such on the relevant Record Dates according to the terms of such Bonds.

(b) If any Bond called for redemption shall not be paid upon surrender thereof for redemption, the principal (and premium, if any) shall, until paid, bear interest from the redemption date at the Post-Default Rate.

SECTION 5.8 Bonds Redeemed in Part

Unless otherwise provided herein, any Bond which is to be redeemed only in part shall be surrendered at the Office of the Trustee with all necessary endorsements for transfer, and the Authority shall execute and the Trustee shall authenticate and deliver to the Holder of such Bond, without service charge, a new Bond or Bonds of the same series and Maturity and of any Authorized Denomination or Denominations as requested by such Holder in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Bond surrendered.

ARTICLE 6

Specific Terms for Series 2018 Subordinate Lien Bonds

SECTION 6.1 Specific Title and Terms for Series 2018B Bonds

(a) Title and Amount. The Series 2018B Bonds shall be entitled “Special Tax Bonds (Subordinate Lien), Series 2018B”. The aggregate principal amount of the Series 2018B Bonds which may be authenticated and delivered and Outstanding is limited to $______.

(b) Authorized Denominations. The Series 2018B Bonds shall be issued in denominations of $5,000 or any multiple thereof.

(c) Form and Number. The Series 2018B Bonds shall be issuable as registered bonds without coupons in Authorized Denominations. The Series 2018B Bonds shall be numbered separately from 1 upward. The Series 2018B Bonds and the certificate of authentication shall be substantially as set forth in Exhibit 6.1(c), with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture.

(d) Maturities and Interest Rates. The Series 2018B Bonds shall mature on ______1 in the years ____ through ____. All Series 2018B Bonds with the same Maturity shall bear interest at the same rate. The principal amount of Series 2018B Bonds maturing on each Maturity date and the applicable rate of interest for the Series 2018B Bonds of each Maturity are as follows:

Year of Principal Amount Applicable Initial CUSIP Number Maturity Maturing Interest Rate

(e) Date. The Series 2018B Bonds shall be dated as of the date of initial delivery of the Series 2018B Bonds.

(f) Interest Payment Dates. Interest on the Series 2018B Bonds shall be payable on January 1 and July 1 in each year, beginning January 1, 2019.

(g) Regular Record Date. The interest due on any Interest Payment Date for the Series 2018B Bonds shall be payable to the Holder as of the Regular Record Date for such Interest Payment Date. The Regular Record Date for interest payable on any Interest Payment Date for the Series 2018B Bonds shall be the 15th day (whether or not a Business Day) of the month next preceding such Interest Payment Date.

(h) Computation of Interest Accrued. The Series 2018B Bonds shall bear interest from their date, or the most recent date to which interest has been paid or duly provided for, until the principal thereof shall become due and payable, at the applicable rates per annum set forth in Section 6.1(d). Interest shall be computed on the basis of a 360-day year with 12 months of 30 days each.

(i) Interest on Overdue Payments. Interest on overdue principal and premium and (to the extent legally enforceable) on any overdue installment of interest on any Series 2018B Bond shall be payable at the interest rate borne by such Bond.

(j) Redemption Provisions. The Series 2018B Bonds shall be subject to redemption prior to maturity as follows:

(1) Optional Redemption of Series 2018B Bonds. Series 2018B Bonds with stated maturities after ______may be redeemed in whole or in part at the option of the Authority on ______or any date thereafter at a redemption price equal to 100% of the principal amount thereof to be redeemed, plus accrued interest to the redemption date.

(2) Scheduled Mandatory Redemption of Series 2018B Bonds. The Series 2018B Bonds are subject to scheduled mandatory redemption as follows:

(A) Subject to credits against scheduled mandatory redemption requirements provided below, all Series 2018B Bonds are subject to scheduled mandatory redemption, at a redemption price equal to 100% of the principal amount to be redeemed plus accrued interest thereon to the redemption date, on dates and in principal amounts as follows, with the principal balance still Outstanding after scheduled mandatory redemption to be paid on the Maturity Date:

Scheduled Mandatory Principal Redemption Date Amount to be (______1) Redeemed

(B) Not later than the date on which notice of scheduled mandatory redemption is to be given to Holders of the Series 2018B Bonds, the Trustee shall select the affected Series 2018B Bonds for scheduled mandatory redemption by lot; provided, however, that the Authority may, upon direction delivered to the Trustee not less than 3 days prior to the date notice of such redemption is to be given to Holders, direct that any or all of the following amounts be credited against the principal amount of Series 2018B Bonds scheduled for redemption on such date: (i) the principal amount of Series 2018B Bonds of the same maturity and interest rate delivered by the Authority to the Trustee for cancellation and not previously claimed as a credit; (ii) the principal amount of Series 2018B Bonds of the same maturity and interest rate previously redeemed (other than Series 2018B Bonds redeemed pursuant to the provisions requiring scheduled mandatory redemption) and not previously claimed as a credit; and (iii) the principal amount of Series 2018B Bonds of the same maturity and interest rate otherwise Defeased and not previously claimed as a credit.

(3) Optional Redemption Upon Damage, Destruction or Condemnation of Series 2018 Capital Improvements. The Series 2018B Bonds may be redeemed in whole or in part on any Business Day at the option of the Authority at a redemption price equal to 100% of the principal amount of Series 2018B Bonds to be redeemed plus accrued interest thereon to the redemption date if, and to the extent that, the net proceeds of any insurance or condemnation award resulting from damage, destruction or condemnation of the Series 2018 Capital Improvements exceed the cost of any repairs or replacements to such Series 2018 Capital Improvements which the Authority elects to make with such proceeds.

SECTION 6.2 Specific Title and Terms for Series 2018C Bonds

(a) Title and Amount. The Series 2018C Bonds shall be entitled “Special Tax Bonds (Subordinate Lien), Taxable Series 2018C”. The aggregate principal amount of the Series 2018C Bonds which may be authenticated and delivered and Outstanding is limited to $______.

(b) Authorized Denominations. The Series 2018C Bonds shall be issued in denominations of $5,000 or any multiple thereof.

(c) Form and Number. The Series 2018C Bonds shall be issuable as registered bonds without coupons in Authorized Denominations. The Series 2018C Bonds shall be numbered separately from 1 upward. The Series 2018C Bonds and the certificate of authentication shall be substantially as set forth in Exhibit 6.2(c), with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture.

(d) Maturities and Interest Rates. The Series 2018C Bonds shall mature on ______1 in the years ____ through ____. All Series 2018C Bonds with the same Maturity shall bear interest at the same rate. The principal amount of Series 2018C Bonds maturing on each Maturity date and the applicable rate of interest for the Series 2018C Bonds of each Maturity are as follows:

Year of Principal Amount Applicable Initial CUSIP Number Maturity Maturing Interest Rate

(e) Date. The Series 2018C Bonds shall be dated as of the date of initial delivery of the Series 2018C Bonds.

(f) Interest Payment Dates. Interest on the Series 2018C Bonds shall be payable on ______1 and ______1 in each year, beginning ______1, 2018.

(g) Regular Record Date. The interest due on any Interest Payment Date for the Series 2018C Bonds shall be payable to the Holder as of the Regular Record Date for such Interest Payment Date. The Regular Record Date for interest payable on any Interest Payment Date for the Series 2018C Bonds shall be the 15th day (whether or not a Business Day) of the month next preceding such Interest Payment Date.

(h) Computation of Interest Accrued. The Series 2018C Bonds shall bear interest from their date, or the most recent date to which interest has been paid or duly provided for, until the principal thereof shall become due and payable, at the applicable rates per annum set forth in Section 6.2(d). Interest shall be computed on the basis of a 360-day year with 12 months of 30 days each.

(i) Interest on Overdue Payments. Interest on overdue principal and premium and (to the extent legally enforceable) on any overdue installment of interest on any Series 2018C Bond shall be payable at the interest rate borne by such Bond.

(j) Redemption Provisions. The Series 2018C Bonds shall be subject to redemption prior to maturity as follows:

(1) Optional Redemption of Series 2018C Bonds. Series 2018C Bonds with stated maturities after ______may be redeemed in whole or in part at the option of the Authority on ______or any date thereafter at a redemption price equal to 100% of the principal amount thereof to be redeemed, plus accrued interest to the redemption date.

(2) Scheduled Mandatory Redemption of Series 2018C Bonds. The Series 2018C Bonds are subject to scheduled mandatory redemption as follows:

(A) Subject to credits against scheduled mandatory redemption requirements provided below, all Series 2018C Bonds are subject to scheduled mandatory redemption, at a redemption price equal to 100% of the principal amount to be redeemed plus accrued interest thereon to the redemption date, on dates and in principal amounts as follows, with the principal balance still Outstanding after scheduled mandatory redemption to be paid on the Maturity Date:

Scheduled Mandatory Principal Redemption Date Amount to be (______1) Redeemed

(B) Not later than the date on which notice of scheduled mandatory redemption is to be given to Holders of the Series 2018C Bonds, the Trustee shall select the affected Series 2018C Bonds for scheduled mandatory redemption by lot; provided, however, that the Authority may, upon direction delivered to the Trustee not less than 3 days prior to the date notice of such redemption is to be given to Holders, direct that any or all of the following amounts be credited against the principal amount of Series 2018C Bonds scheduled for redemption on such date: (i) the principal amount of Series 2018C Bonds of the same maturity and interest rate delivered by the Authority to the Trustee for cancellation and not previously claimed as a credit; (ii) the principal amount of Series 2018C Bonds of the same maturity and interest rate previously redeemed (other than Series 2018C Bonds redeemed pursuant to the provisions requiring scheduled mandatory redemption) and not previously claimed as a credit; and (iii) the principal amount of Series 2018C Bonds of the same maturity and interest rate otherwise Defeased and not previously claimed as a credit.

(3) Optional Redemption Upon Damage, Destruction or Condemnation of Operating Assets. The Series 2018C Bonds may be redeemed in whole or in part on any Business Day at the option of the Authority at a redemption price equal to 100% of the principal amount of Series 2018C Bonds to be redeemed plus accrued interest thereon to the redemption date if, and to the extent that, the net proceeds of any insurance or condemnation award resulting from damage, destruction or condemnation of the operating assets of the Authority financed with proceeds of the Series 1992 Bonds exceed the cost of any repairs or replacements to such operating assets which the Authority elects to make with such proceeds.

SECTION 6.3 Book-Entry Only System; Payment Provisions

(a) The registration and payment of Series 2018 Subordinate Lien Bonds shall be made pursuant to the Book-Entry Only System (the “Book-Entry Only System”) administered by The Depository Trust Company

(“DTC”) until such System is terminated pursuant to Section 6.3(c). Capitalized terms used in this Section that are not defined in this Indenture shall have the meaning assigned in the provisions of the Book-Entry Only System.

(b) While Series 2018 Subordinate Lien Bonds are in the Book-Entry Only System the following provisions shall apply for purposes of this Indenture and shall supersede any contrary provisions of this Indenture:

(1) Notwithstanding the fact that DTC may hold a single physical certificate for each stated maturity of a series for purposes of the Book-Entry Only System, the term “Series 2018 Subordinate Lien Bond” shall mean each separate Security issued pursuant to the Book-Entry Only System, and the term “Holder” shall mean the person identified on the records of DTC as the owner of the related Security.

(2) The terms and limitations of this Indenture with respect to each separate Series 2018 Subordinate Lien Bond shall be applicable to each separate Security registered under the Book-Entry Only System.

(3) All notices under this Indenture to Holders of Series 2018 Subordinate Lien Bonds from any other Financing Participant shall be delivered by such Financing Participant to DTC for distribution by DTC in accordance with the Book-Entry Only System. All notices under this Indenture to or from a Financing Participant other than a Holder of a Series 2018 Subordinate Lien Bond shall be delivered directly to the Financing Participant as provided in this Indenture and shall not be delivered through DTC or the Book-Entry Only System.

(4) All payments of Debt Service on the Series 2018 Subordinate Lien Bonds shall be made by the Trustee to DTC and shall be made by DTC to the Participants. All such payments shall be valid and effective fully to satisfy and discharge the Authority’s obligations with respect to such payments.

(5) The Authority and the Trustee shall not be responsible or liable for payment by DTC or DTC Participants, for sending transaction statements or for maintaining, supervising, or reviewing records maintained by DTC or DTC Participants.

(c) If the Authority and the Trustee concur that it would be in the best interests of the Holders of the Series 2018 Subordinate Lien Bonds for the Book-Entry Only System to be discontinued (in whole or in part), such Book-Entry Only System shall be discontinued (in whole or in part) in accordance with the provisions of the Book- Entry Only System. In addition, the Book-Entry Only System may be discontinued (in whole or in part) at any time by any Financing Participant acting alone in accordance with the provisions of the Book-Entry Only System.

(d) If the Book-Entry Only System is discontinued, except as otherwise provided in this Section with respect to Wire Transfer rights, payment of interest on the Series 2018 Subordinate Lien Bonds which is due on any Interest Payment Date shall be made by check or draft mailed by the Trustee to the persons entitled thereto at their addresses appearing in the Series 2018 Subordinate Lien Bond Register. Such payments of interest shall be deemed timely made if so mailed on the Interest Payment Date (or, if such Interest Payment Date is not a Business Day, on the Business Day next following such Interest Payment Date). Payment of the principal of (and premium, if any, on) the Series 2018 Subordinate Lien Bonds and payment of accrued interest on the Series 2018 Subordinate Lien Bonds due upon redemption on any date other than an Interest Payment Date shall be made only upon surrender thereof at the Office of the Trustee.

(e) Upon the written request of the Holder of Series 2018 Subordinate Lien Bonds in an aggregate principal amount of not less than $100,000, the Trustee will make payment of the Debt Service due on such Series 2018 Subordinate Lien Bonds by Wire Transfer, provided that:

(1) such request contains adequate instructions for the method of payment, and

(2) payment of the principal of (and redemption premium, if any, on) such Series 2018 Subordinate Lien Bonds and payment of the accrued interest on such Series 2018 Subordinate Lien Bonds due upon redemption on any date other than an Interest Payment Date shall be made only upon surrender of such Series 2018 Subordinate Lien Bonds to the Trustee.

SECTION 6.4 Execution, Authentication, Delivery and Dating

(a) The Series 2018 Subordinate Lien Bonds shall be executed on behalf of the Authority by its Chairman under its corporate seal reproduced thereon and attested by its Secretary. The signature of these officers on the Series 2018 Subordinate Lien Bonds may be manual or, to the extent permitted by law, facsimile. Series 2018 Subordinate Lien Bonds bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Authority shall bind the Authority, notwithstanding that such individuals or any of them shall have ceased to hold such offices prior to the authentication and delivery of such Series 2018 Subordinate Lien Bonds or shall not have held such offices at the date of such Series 2018 Subordinate Lien Bonds.

(b) At any time and from time to time after the execution and delivery of this Indenture, the Authority may deliver Series 2018 Subordinate Lien Bonds executed by the Authority to the Trustee for authentication and the Trustee shall authenticate and deliver such Series 2018 Subordinate Lien Bonds as in this Indenture provided and not otherwise.

(c) No Series 2018 Subordinate Lien Bond shall be secured by, or be entitled to any lien, right or benefit under, this Indenture or be valid or obligatory for any purpose, unless there appears on such Series 2018 Subordinate Lien Bond a certificate of authentication substantially in the form provided for herein, executed by the Trustee by manual signature, and such certificate upon any Series 2018 Subordinate Lien Bond shall be conclusive evidence, and the only evidence, that such Series 2018 Subordinate Lien Bond has been duly authenticated and delivered hereunder.

SECTION 6.5 Proceeds From Sale of Series 2018B Bonds

The proceeds from the sale of the Series 2018B Bonds to the original purchaser or purchasers thereof shall be applied as follows:

(1) The amount specified by an Authorized Authority Representative shall be deposited in the Costs of Issuance Fund.

(2) The balance of such proceeds shall be deposited in the Acquisition Fund.

SECTION 6.6 Proceeds From Sale of Series 2018C Bonds

The proceeds from the sale of the Series 2018C Bonds to the original purchaser or purchasers thereof shall be deposited in the Escrow Fund established pursuant to the Escrow Agreement.

SECTION 6.7 Costs of Issuance Fund

(a) There is hereby established with the Trustee a trust fund which shall be designated the “Costs of Issuance Fund”. Deposits to the Costs of Issuance Fund are to be made pursuant to Section 6.5.

(b) Money in the Costs of Issuance Fund shall be paid out by the Trustee from time to time for the purpose of paying Costs of Issuance with respect to the Series 2018B Bonds and upon delivery to the Trustee of a requisition substantially in the form attached as Exhibit 6.7(b), executed by an Authorized Authority Representative.

(c) After an Authorized Authority Representative certifies to the Trustee that money remaining in the Costs of Issuance Fund is not needed to pay Costs of Issuance with respect to the Series 2018B Bonds, any balance remaining in the Costs of Issuance Fund shall be deposited in the Debt Service Fund and applied to the payment of interest on the Series 2018B Bonds on the first Interest Payment Date.

SECTION 6.8 Acquisition Fund

(a) There is hereby established with the Trustee a trust fund which shall be designated the “Acquisition Fund”. A deposit to the Acquisition Fund is to be made pursuant to Section 6.5. At the direction of the Authority, the Trustee shall establish one or more subaccounts within the Acquisition Fund.

(b) Money in the Acquisition Fund shall be paid out by the Trustee from time to time for the purpose of paying Acquisition Costs (including reimbursement of the Authority for any such costs paid by it) upon delivery to the Trustee of instructions delivered at closing or a requisition substantially in the form attached as Exhibit 6.7(b), executed by an Authorized Authority Representative.

(c) After an Authorized Authority Representative certifies to the Trustee that remaining proceeds of the Series 2018B Bonds are not needed to pay Acquisition Costs, any balance remaining in the Acquisition Fund shall be deposited in the Debt Service Fund and shall be applied to the redemption of as many Series 2018B Bonds as possible on the next date on which the Series 2018B Bonds are subject to redemption and for which the required notice of redemption can be given, and the balance remaining, if any, after such redemption shall be applied to the payment of Debt Service on the Series 2018B Bonds on the next ensuing Bond Payment Date.

SECTION 6.9 Description of Series 2018 Capital Improvements

(a) The Series 2018 Capital Improvements are described in Exhibit 6.9(a).

(b) The Authority may cause changes or amendments to be made in the description of the Series 2018 Capital Improvements and may add items to, or delete items from, the list of the Series 2018 Capital Improvements contained in Exhibit 6.9(a), provided that (1) the Authority delivers to the Trustee a resolution adopted by the Authority's governing body specifying such changes, amendments, additions or deletions, (2) such action will not change the nature of the Series 2018 Capital Improvements to the extent that they would not qualify for financing under the Enabling Law, and (3) the Authority delivers to the Trustee a Favorable Tax Opinion.

ARTICLE 7

Additional Bonds

SECTION 7.1 Additional Bonds--In General

The Authority may at any time and from time to time, if no Indenture Default exists, issue Additional Bonds within the limitations of and upon compliance with the provisions of this Article for any lawful purpose.

SECTION 7.2 Conditions Precedent to Issuance of Additional Bonds

(a) Prior to the issuance of any Additional Bonds, the Authority shall deliver to the Trustee the Additional Bonds proposed to be issued, duly executed and accompanied by the following:

(1) Proceedings. A certified copy of the proceedings taken by the Authority authorizing such Additional Bonds and the related Supplemental Indenture, which shall include the following: (A) a representation that no Indenture Default exists, (B) the purpose or purposes for which such Additional Bonds are being issued, and (C) the person or persons to whom such Additional Bonds have been sold and the purchase price to be paid therefor.

(2) Supplemental Indenture. A Supplemental Indenture duly executed on behalf of the Authority and containing (to the extent applicable) (i) a description of the Additional Bonds proposed to be issued, including the aggregate principal amount, the series designation, the Maturity or Maturities of principal of such Additional Bonds, the interest rate or rates (or provisions for the determination thereof), the due dates of interest on such Additional Bonds, the redemption provisions with respect to such Additional Bonds, and the form of such Additional Bonds, (ii) a statement of the purpose or purposes for which such Additional Bonds are to be issued, and (iii) any other matters deemed appropriate by the Authority and not inconsistent with the terms of this Indenture.

(3) Opinion of Counsel. An Opinion of Counsel stating in effect (with such qualifications and assumptions as the Trustee may deem appropriate) that (A) such Additional Bonds are valid and binding obligations of the Authority in accordance with their terms and are entitled to the benefit and security of this Indenture equally and proportionately with all other Bonds Outstanding under the Indenture

and (B) the Indenture (as so supplemented) constitutes a valid and binding obligation of the Authority in accordance with its terms.

(4) Certificate with Respect to Pledged Tax Proceeds. A certificate of the chief financial officer of the Authority certifying that the amount of Adjusted Pledged Tax Proceeds was not less than 200% of the maximum Annual Debt Service payable during the then current or any subsequent Fiscal Year with respect to the Bonds Outstanding and the Additional Bonds to be issued. For purposes of this requirement, “Adjusted Pledged Tax Proceeds” means (i) the average amount of Pledged Tax Proceeds received during the two most recently completed Fiscal Years minus (ii) the maximum Annual Debt Service (as defined in the Senior Lien Indenture) on the Senior Lien Bonds.

Any taxes or fees in lieu of taxes that are added to Pledged Tax Proceeds after the date of delivery of this Indenture may be included in the calculation of coverage if such additional taxes or fees meet the requirements of Section 3.2 hereof.

For purposes of the coverage test in Section 7.2(a)(4), any PILOTs used to make payments to the Greater Birmingham Convention and Visitors Bureau pursuant to the GBCVB Allocation Agreement and any PILOLTs used to make payments to the City of Birmingham pursuant to the CDA Development Agreement shall be excluded from Pledged Tax Proceeds.

(b) Upon receipt of the documents required by the provisions of this Section to be furnished to it, the Trustee shall, unless it has cause to believe that any of the statements set out in such documents is incorrect, thereupon execute and deliver the Supplemental Indenture so presented and shall authenticate such Additional Bonds and deliver the same upon written order executed by an Authorized Authority Representative. Any Additional Bonds issued pursuant to and in compliance with the terms of this Indenture shall be entitled to the benefit and protection of this Indenture equally and proportionately with all other Bonds issued hereunder.

ARTICLE 8

Indenture Funds

SECTION 8.1 Debt Service Fund

(a) There is hereby established a special trust fund which shall be designated the “Debt Service Fund”. The Trustee shall be the depository, custodian and disbursing agent for the Debt Service Fund.

(b) The Pledged Tax Proceeds shall be deposited by the Authority in the Debt Service Fund as follows:

(1) On the date of delivery of any series of Bonds, the accrued interest, if any, from the sale of such series of Bonds to the original purchaser or purchasers thereof shall be deposited in the Debt Service Fund.

(2) With respect to each series of Bonds, on or before the last business day of each month, beginning in the first full month following the initial delivery of such series of Bonds, the Authority shall deposit in the Debt Service Fund an amount equal to 1/6 of the aggregate amount of interest on such series of Bonds becoming due and payable on the next Interest Payment Date for such series of Bonds; provided, that if the first Interest Payment Date for such series of Bonds is less than 6 months from the date of initial delivery of such series, such deposits shall be sufficient on a monthly pro rata basis to pay the amount of interest becoming due and payable on such series of Bonds on the first Interest Payment Date (after crediting the amount of any accrued interest with respect to such series of Bonds deposited in the Debt Service Fund pursuant to paragraph (1) of this subsection).

(3) With respect to each series of Bonds, on or before the last business day of each month, beginning 12 months prior to the first Maturity date for such series or the first scheduled mandatory redemption date, as the case may be, the Authority shall deposit in the Debt Service Fund an amount equal to 1/12 of the aggregate amount of principal on such series of Bonds becoming due and payable on the next

Maturity date or scheduled mandatory redemption date, as the case may be; provided, that if the first Maturity Date or scheduled mandatory redemption date for such series of Bonds is less than 12 months from the date of initial delivery of such series, such deposits shall be sufficient on a monthly pro rata basis to pay the amount of principal becoming due and payable on such series of Bonds on such first Maturity date or scheduled mandatory redemption date.

(4) The Supplemental Indenture for any series of Bonds may provide for such adjustments as are necessary or desirable to provide for monthly deposits to the Debt Service Fund that will be sufficient to provide for the payment of Debt Service on such series of Bonds when due.

If the monthly deposits to the Debt Service Fund provided by this Section 8.1(b) are not sufficient for any reason to make the required payments of Debt Service on the Bonds when due, the Authority shall make such additional deposits from the Pledged Tax Proceeds as shall be sufficient to provide funds necessary to the timely payment of such Debt Service.

SECTION 8.2 Money for Bond Payments to be Held in Trust; Repayment of Unclaimed Money

(a) If money is on deposit in the Debt Service Fund on any Bond Payment Date sufficient to pay Debt Service on the Bonds due and payable on such Date, but the Holder of any Bond that matures on such Date or that is subject to redemption on such Date fails to surrender such Bond to the Trustee for payment of Debt Service due and payable on such Date, the Trustee shall segregate and hold in trust for the benefit of the person entitled thereto money sufficient to pay the Debt Service due and payable on such Bond on such Date. Money so segregated and held in trust shall not be a part of the Trust Estate and shall not be invested, but shall constitute a separate trust fund for the benefit of the persons entitled to such Debt Service.

(b) Any money held in trust by the Trustee for the payment of Debt Service on any Bond pursuant to this Section and remaining unclaimed for 3 years after such Debt Service has become due and payable shall be paid to the Authority upon request of an Authorized Authority Representative; and the Holder of such Bond shall thereafter, as an unsecured general creditor, look only to the Authority for payment thereof, and all liability of the Trustee with respect to such trust money shall thereupon cease; provided, however, that the Trustee, before being required to make any such payment to the Authority, may at the expense of the Authority cause to be published once, in a newspaper of general circulation in the city where the Office of the Trustee is located, notice that such money remains unclaimed and that, after a date specified therein, any unclaimed balance of such money then remaining will be paid to the Authority.

ARTICLE 9

Investment of Indenture Funds

SECTION 9.1 Investment of Indenture Funds

(a) Except as otherwise expressly provided in this Indenture, any money held as part of an Indenture Fund shall be invested or reinvested in Qualified Investments by the Trustee in accordance with the written instructions of the Authority, to the extent that such investment is, in the opinion of the Trustee, feasible and consistent with the purposes for which such Fund was created. Any investment made with money on deposit in an Indenture Fund shall be held by or under control of the Trustee and shall be deemed at all times a part of the Indenture Fund where such money was on deposit, and the interest and profits realized from such investment shall be credited to such Fund and any loss resulting from such investment shall be charged to such Fund.

(b) Any investment of money in the Indenture Funds may be made by the Trustee through its own bond department, investment department or other commercial banking department providing investment services.

(c) The Trustee shall follow the instructions of the Authority with respect to investments of the Indenture Funds as provided in this Section, but the Trustee shall not be responsible for (1) determining that any

such investment complies with the arbitrage limitations imposed by Section 148 of the Internal Revenue Code, or (2) calculating the amount of, or making payment of, any rebate due to the United States under Section 148(f) of the Internal Revenue Code.

SECTION 9.2 Application of Funds After Indenture Indebtedness Fully Paid

After all Indenture Indebtedness has been Fully Paid, any money or investments remaining in the Indenture Funds or otherwise constituting part of the Trust Estate shall be paid to the Authority.

ARTICLE 10

Representations and Covenants

SECTION 10.1 General Representations

The Authority makes the following representations and warranties as the basis for the undertakings on its part herein contained:

(a) Under the provisions of the Enabling Law and its certificate of incorporation, it has the power to consummate the transactions contemplated by the Bond Documents to which it is a party.

(b) Under applicable law (including, without limitation, the Enabling Law and the acts levying or authorizing the Special Beverage Tax, the Special Lodging Tax, the PILOTs, the Sales and Use Tax, the Tobacco Tax, the Lodging Tax and the Car Rental Tax), it has the power and authority to pledge the Pledged Tax Proceeds as herein provided, subject and subordinate to the prior pledge of such Pledged Tax Proceeds in favor of the Senior Lien Bonds.

(c) There is no pledge or assignment of the Pledged Tax Proceeds authorized or in effect other than (i) the prior pledge of the Pledged Tax Proceeds for the benefit of the Senior Lien Bonds, (ii) the amount of PILOTs payable to the Greater Birmingham Convention and Visitors Bureau pursuant to the GBCVB Allocation Agreement, and (iii) the parity pledge and assignment pursuant to this Indenture for the benefit of the Series 2018B Bonds, the Series 2018C Bonds and any Additional Bonds issued in accordance with the terms of this Indenture.

(d) The Bond Documents to which it is a party constitute legal, valid and binding obligations and are enforceable against it in accordance with the terms of such instruments, except as enforcement thereof may be limited by (1) bankruptcy, insolvency, or other similar laws affecting the enforcement of creditors' rights and (2) general principles of equity, including the exercise of judicial discretion in appropriate cases.

SECTION 10.2 No Encumbrance on Trust Estate or Pledged Tax Proceeds

The Authority will not create or permit the creation of any pledge, lien, charge or encumbrance of any kind on the Trust Estate or the Pledged Tax Proceeds prior to or on a parity of lien with this Indenture, other than (i) the prior pledge of the Pledged Tax Proceeds to the payment of the Senior Lien Bonds, (ii) the terms of the GBVCB Allocation Agreement with respect to the PILOTs, and (iii) the parity pledge and assignment of the Pledged Tax Proceeds pursuant to this Indenture with respect to the issuance of Additional Bonds, as permitted by Article 7.

SECTION 10.3 Payment of Bonds

(a) The Authority will duly and punctually pay, or cause to be paid, the Debt Service on the Bonds as and when the same shall become due and will duly and punctually deposit, or cause to be deposited, in the Indenture Funds the amounts required to be deposited therein, all in accordance with the terms of the Bonds and this Indenture.

(b) The Authority will not extend or consent to the extension of the time for payment of Debt Service on the Bonds, unless such extension is consented to by the Holder of the Bond affected.

SECTION 10.4 Inspection of Records

The Authority will at any and all times, upon the request of the Trustee, afford and procure a reasonable opportunity for the Trustee by its representatives to inspect any books, records, reports and other papers of the Authority relating to the performance by the Authority of its covenants in this Indenture, and the Authority will furnish to the Trustee any and all information as the Trustee may reasonably request with respect to the performance by the Authority of its covenants in this Indenture.

SECTION 10.5 Advances by Trustee

If the Authority shall fail to perform any of its covenants in this Indenture, the Trustee may, but shall not be required, at any time and from time to time, to make advances to effect performance of any such covenant on behalf of the Authority. Any money so advanced by the Trustee, together with interest at the Post-Default Rate, shall be repaid upon demand and such advances shall be secured under this Indenture prior to the Bonds.

SECTION 10.6 Corporate Existence; Merger, Consolidation, Etc.

(a) The Authority will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence.

(b) The Authority may consolidate with or merge into any other corporation or transfer its property substantially as an entirety to another person if:

(1) the corporation formed by such consolidation or into which the Authority is merged or the person which acquires by conveyance or transfer the Authority's property substantially as an entirety (the “Successor”) shall execute and deliver to the Trustee an instrument in form recordable and acceptable to the Trustee containing an assumption by such Successor of the due and punctual payment of the Debt Service on the Bonds and the performance and observance of every covenant and condition of the Bond Documents to be performed or observed by the Authority; and

(2) the Authority shall deliver to the Trustee a Favorable Tax Opinion.

(c) Upon any consolidation or merger or any conveyance or transfer of the Authority's property substantially as an entirety in accordance with this Section, the Successor shall succeed to, and be substituted for, and may exercise every right and power of, the Authority under this Indenture with the same effect as if such Successor had been named as the Authority herein.

SECTION 10.7 Compliance with Continuing Disclosure Agreement

The Authority will comply with the covenants and agreements on its part contained in the Continuing Disclosure Agreement.

SECTION 10.8 Compliance with the Tax Certificate and Agreement

The Authority will comply with the covenants and agreements on its part contained in the Tax Certificate and Agreement.

SECTION 10.9 Impairment of Contractual Obligations

The Authority covenants and agrees that the provisions of the Bond Documents, including without limitation the pledge and assignment of the Pledged Tax Proceeds (subject and subordinate to the prior pledge of such Pledged Tax Proceeds in favor of the Senior Lien Bonds), constitute a contract with the Trustee and the Holders of the Bonds and that it will not take any action that would impair the contractual rights of the Trustee and Holders of the Bonds. The Authority will not cause or consent to any amendment of the acts levying or authorizing the Special Beverage Tax, Special Lodging Tax, PILOTs, Sales and Use Tax, Tobacco Tax, Lodging Tax or Car Rental Tax if the effect of such amendment would impair or reduce the security provided by the Pledged Tax Proceeds and this Indenture.

SECTION 10.10 Application of Pledged Tax Proceeds

Subject to the provisions of the Senior Lien Indenture with respect to the prior lien of the Senior Lien Bonds and the terms of the GBVCB Allocation Agreement with respect to the PILOTs, the Pledged Tax Proceeds received by the Authority each month shall be used first to make the required deposits to the Debt Service Fund due during such month as provided in Section 8.1. After all required monthly deposits to the Debt Service Fund have been made as provided in Section 8.1, the balance of the Pledged Tax Proceeds received during such month shall not be subject to the lien of this Indenture or be deemed part of the Trust Estate and may be applied by the Authority for any lawful purpose.

SECTION 10.11 Covenants With Respect to Pledged Tax Proceeds and Operation of Civic Center

The Authority covenants and agrees as follows:

(a) It will not promote or consent to any action by the Alabama Legislature that would result in (i) the repeal of the Enabling Law or the legislation authorizing the Special Beverage Tax, the Special Lodging Tax, the PILOTs, the Sales and Use Tax, the Tobacco Tax, the Lodging Tax or the Car Rental Tax (collectively, the “Special Tax Acts”) or (ii) an amendment of the Special Tax Acts in any manner that would result in a reduction of the Pledged Tax Proceeds received or collected by the Authority.

(b) It will collect the PILOTs to the maximum extent permitted by law and, subject to the GBCVB Allocation Agreement, will apply the PILOTs as provided in the Senior Lien Indenture and in this Indenture.

(c) It will operate the Civic Center in an efficient and economic manner and will maintain the Civic Center in good repair and operating condition and, after applying the Pledged Tax Proceeds (i) as provided in the Senior Lien Indenture, (ii) as provided in Section 8.1 or (iii) to the payment of debt service on any other obligations payable from the Pledged Tax Proceeds on a junior or subordinate basis with respect to the Senior Lien Bonds and the Bonds, it will apply all remaining Pledged Tax Proceeds to expenses of operating and maintaining the Civic Center.

ARTICLE 11

Defaults and Remedies

SECTION 11.1 Events of Default

Any one or more of the following shall constitute an event of default (an “Indenture Default”) under this Indenture (whatever the reason for such event and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):

(a) failure to pay (1) the interest on any Bond when such interest becomes due and payable, or (2) the principal of (or premium, if any, on) any Bond when such principal (or premium, if any) becomes due and payable, whether at its stated Maturity, by declaration of acceleration or call for redemption or otherwise; or

(b) default in the performance, or breach, of any covenant or warranty of the Authority in this Indenture (other than a covenant or warranty a default in the performance or breach of which is elsewhere in this Section specifically dealt with), and continuance of such default or breach for a period of 30 days after notice of such default or breach, stating that such notice is a “notice of default” hereunder, has been given to the Authority by the Trustee, or to the Authority and the Trustee by the Holders of at least 10% in principal amount of the Outstanding Bonds, unless, in the case of a default or breach that cannot be cured by the payment of money, the Authority initiates efforts to correct such default or breach within 30 days from the receipt of such notice and diligently pursues such action until the default or breach is corrected; or

(c) the occurrence of an Indenture Default, as therein defined, under the Senior Lien Indenture and the expiration of the applicable notice period or grace period, if any.

SECTION 11.2 Remedies

(a) Receiver. Upon the occurrence of an Indenture Default and commencement of judicial proceedings by the Trustee to enforce any right under this Indenture, the Trustee shall be entitled, as against the Authority, without notice or demand and without regard to the adequacy of the security for the Bonds or the solvency of the Authority, to the appointment of a receiver for the Trust Estate, and of the rents, issues, profits, revenues and other income thereof, including the Pledged Tax Proceeds, but, notwithstanding the appointment of any receiver, the Trustee shall be entitled to retain possession and control of, and to collect and receive the income from, cash, securities and other personal property held by, or required to be deposited or pledged with, the Trustee hereunder.

(b) Rights and Remedies Cumulative. No right or remedy herein conferred upon or reserved to the Trustee or to the Bondholders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

(c) Remedies Subject to Applicable Law. All rights, remedies and powers provided by this Article may be exercised only to the extent that the exercise thereof does not violate any applicable provision of law in the premises, and all the provisions of this Article are intended to be subject to all applicable mandatory provisions of law which may be controlling in the premises and to be limited to the extent necessary so that they will not render this Indenture invalid, unenforceable or not entitled to be recorded, registered or filed under the provisions of any applicable law.

SECTION 11.3 Application of Money Collected

Any money collected by the Trustee pursuant to this Article and any other sums then held by the Trustee as part of the Trust Estate, shall be applied in the following order, at the date or dates fixed by the Trustee and, in case of the distribution of such money on account of principal (or premium, if any) or interest, upon presentation of the Bonds and the notation thereon of the payment if only partially paid and upon surrender thereof if fully paid:

(a) First: To the payment of all undeducted amounts due the Trustee under Section 12.7;

(b) Second: To the payment of the whole amount then due and unpaid upon the Outstanding Bonds for principal (and premium, if any) and interest, in respect of which or for the benefit of which such money has been collected, with interest (to the extent that such interest has been collected by the Trustee or a sum sufficient therefor has been so collected and payment thereof is legally enforceable at the respective rate or rates prescribed therefor in the Bonds) on overdue principal (and premium, if any) and on overdue installments of interest; and in case such proceeds shall be insufficient to pay in full the whole amount so due and unpaid upon such Bonds, then to the payment of such principal (and premium, if any) and interest, without any preference or priority, ratably according to the aggregate amount so due; provided, however, that payments with respect to Obligor Bonds shall be made only after all other Bonds have been Fully Paid; and

(c) Third: To the payment of the remainder, if any, to the Authority or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct.

SECTION 11.4 Trustee May Enforce Claims without Possession of Bonds

All rights of action and claims under this Indenture or the Bonds may be prosecuted and enforced by the Trustee without the possession of any of the Bonds or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust. Any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses,

disbursements and advances of the Trustee, its agents and counsel, be for the ratable benefit of the Holders of the Bonds in respect of which such judgment has been recovered.

SECTION 11.5 Limitation on Suits

No Holder of any Bond shall have any right to institute any proceeding, judicial or otherwise, under or with respect to this Indenture, or for the appointment of a receiver or trustee or for any other remedy hereunder, unless

(a) such Holder has previously given notice to the Trustee of a continuing Indenture Default;

(b) the Holders of not less than 25% in principal amount of the Outstanding Bonds shall have made request to the Trustee to institute proceedings in respect of such Indenture Default in its own name as Trustee hereunder;

(c) such Holder or Holders have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request;

(d) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding; and

(e) no direction inconsistent with such request has been given to the Trustee during such 60- day period by the Holders of a majority in principal amount of the Outstanding Bonds; it being understood and intended that no one or more Holders of Bonds shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the lien of this Indenture or the rights of any other Holders of Bonds, or to obtain or to seek to obtain priority or preference over any other Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all Outstanding Bonds.

SECTION 11.6 Unconditional Right of Bondholders to Receive Principal, Premium and Interest

Notwithstanding any other provision in this Indenture, the Holder of any Bond shall have the right which is absolute and unconditional to receive payment of the principal of (and premium, if any) and interest on such Bond on the Maturity date expressed in such Bond (or, in the case of redemption, on the redemption date) and to institute suit for the enforcement of any such payment, and such rights shall not be impaired without the consent of such Holder.

SECTION 11.7 Restoration of Positions

If the Trustee or any Bondholder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason or has been determined adversely to the Trustee or to such Bondholder, then and in every such case the Authority, the Trustee and the Bondholders shall, subject to any determination in such proceeding, be restored to their former positions hereunder, and thereafter all rights and remedies of the Trustee and the Bondholders shall continue as though no such proceeding had been instituted.

SECTION 11.8 Delay or Omission Not Waiver

No delay or omission of the Trustee or of any Holder of any Bond to exercise any right or remedy accruing upon an Indenture Default shall impair any such right or remedy or constitute a waiver of any such Indenture Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to the Bondholders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Bondholders, as the case may be.

SECTION 11.9 Control by Bondholders

The Holders of a majority in principal amount of the Outstanding Bonds shall have the right, during the continuance of an Indenture Default,

(a) to require the Trustee to proceed to enforce this Indenture, either by judicial proceedings for the enforcement of the payment of the Bonds or otherwise, and

(b) to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee hereunder, provided that

(1) such direction shall not be in conflict with any rule of law or this Indenture,

(2) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction, and

(3) the Trustee shall not determine that the action so directed would be unjustly prejudicial to the Holders not taking part in such direction.

SECTION 11.10 Waiver of Past Defaults

(a) Before any judgment or decree for payment of money due has been obtained by the Trustee, the Holders of not less than a majority in principal amount of the Outstanding Bonds may, by notice to the Trustee and the Authority, on behalf of the Holders of all the Bonds waive any past default hereunder or under any other Bond Document and its consequences, except a default

(1) in the payment of Debt Service on any Bond, or

(2) in respect of a covenant or provision hereof which under Article 13 cannot be modified or amended without the consent of the Holder of each Outstanding Bond affected.

(b) Upon any such waiver, such default shall cease to exist, and any Indenture Default arising therefrom shall be deemed to have been cured, for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other default or impair any right consequent thereon.

SECTION 11.11 Suits to Protect the Trust Estate

The Trustee shall have power to institute and to maintain such proceedings as it may deem expedient to prevent any impairment of the Trust Estate by any acts which may be unlawful or in violation of this Indenture and to protect its interests and the interests of the Bondholders in the Trust Estate and in the rents, issues, profits, revenues and other income arising therefrom, including power to institute and maintain proceedings to restrain the enforcement of or compliance with any governmental enactment, rule or order that may be unconstitutional or otherwise invalid, if the enforcement of or compliance with such enactment, rule or order would impair the security hereunder or be prejudicial to the interests of the Bondholders or the Trustee.

ARTICLE 12

The Trustee

SECTION 12.1 Certain Duties and Responsibilities of Trustee

(a) Except during the continuance of an Indenture Default,

(1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

(2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture.

(b) If an Indenture Default exists, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs.

(1) the Trustee shall not be liable for any error of judgment made in good faith, unless it shall be proved that the Trustee was grossly negligent in ascertaining the pertinent facts;

(2) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority in principal amount of the Outstanding Bonds relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture;

(3) no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it;

(4) the Trustee shall have no obligation to file financing statements or continuation statements;

(5) the Trustee’s immunities and protections from liability and its right to indemnification in connection with the performance of its duties under this Indenture shall extend to the Trustee’s officers, directors, agents, attorneys and employees. Such immunities and protections and rights to indemnification, together with the Trustee’s right to compensation, shall survive the Trustee’s resignation or removal, the discharge of this Indenture, and final payment of the Bonds; and

(6) the Trustee shall have no liability whatsoever for any action taken hereunder, any action omitted to be taken, or for any matter in connection with the trusts hereby created except such matters as result from the Trustee’s own grossly negligent action, its own grossly negligent failure to act, or its own willful misconduct.

(d) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section.

SECTION 12.2 Notice of Defaults

(a) If a notice event described in Section 12.2(b) exists, the Trustee shall notify Bondholders of such event within 30 days after the Trustee becomes aware of its existence; provided, however, that the Trustee shall be protected in withholding such notice if (1) the notice event has been cured or waived or otherwise ceases to exist before such notice is given; or (2) the Trustee determines in good faith that the withholding of such notice is in the interest of Bondholders.

(b) For purposes of this Section the following shall constitute “notice events”:

(1) the occurrence of an Indenture Default; and

(2) any event which is, or after notice or lapse of time or both would become, an Indenture Default.

SECTION 12.3 Certain Rights of Trustee

Except as otherwise provided in Section 12.1:

(a) the Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, coupon or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties;

(b) any request or direction of the Authority mentioned herein shall be sufficiently evidenced by a certificate or order executed by an Authorized Authority Representative;

(c) whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon a certificate executed by an Authorized Authority Representative;

(d) the Trustee may consult with counsel and the written advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by the Trustee hereunder in good faith and in reliance thereon;

(e) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Bondholders pursuant to this Indenture, unless such Bondholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction;

(f) the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, coupon or other paper or document but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books and records of the Authority, personally or by agent or attorney; and

(g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder.

SECTION 12.4 Not Responsible for Recitals

The recitals contained herein and in the Bonds, except the certificate of authentication on the Bonds, shall be taken as the statements of the Authority, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the value or condition of the Trust Estate or any part thereof, or as to the title of the Authority thereto or as to the security afforded thereby or hereby, or as to the validity or sufficiency of this Indenture or of the Bonds.

SECTION 12.5 May Hold Bonds

The Trustee in its individual or any other capacity, may become the owner or pledgee of Bonds and may otherwise deal with the Authority with the same rights it would have if it were not Trustee.

SECTION 12.6 Money Held in Trust

Money held by the Trustee in trust hereunder need not be segregated from other funds except to the extent expressly provided in this Indenture or required by law. The Trustee shall be under no liability for interest on any money received by it hereunder except as otherwise provided in Article 9.

SECTION 12.7 Compensation and Reimbursement

(a) The Authority agrees

(1) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); and

(2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to the Trustee's negligence or bad faith.

(b) As security for the performance of the obligations of the Authority under this Section the Trustee shall be secured under this Indenture by a lien prior to the Bonds, and for the payment of such compensation, expenses, reimbursements and indemnity the Trustee shall have the right to use and apply any money held by it as a part of the Trust Estate.

SECTION 12.8 Corporate Trustee Required; Eligibility

(a) There shall at all times be a Trustee hereunder which shall (1) be a commercial bank or trust company organized and doing business under the laws of the United States of America or of any state, (2) be authorized under such laws to exercise corporate trust powers, and (3) be subject to supervision or examination by federal or state authority.

(b) The Trustee must have an investment grade rating for its long-term deposits from each Rating Agency that maintains a rating with respect to any Bonds unless each Rating Agency without such a rating of the Trustee's deposits confirms in writing that the Trustee's long-term deposit rating will not result in a reduction or withdrawal of the rating then assigned to the Bonds.

SECTION 12.9 Resignation and Removal; Appointment of Successor

(a) No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee under Section 12.10.

(b) The Trustee may resign at any time by giving notice thereof to the Authority. If an instrument of acceptance by a successor Trustee shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee.

(c) The Trustee may be removed at any time by the Holders of a majority in principal amount of the Outstanding Bonds by notice delivered to the Trustee and the Authority. If no Indenture Default exists, the Trustee may be removed at any time by the Authority by notice delivered to the Trustee.

(d) If at any time:

(1) the Trustee shall cease to be eligible under Section 12.8 and shall fail to resign after request therefor by the Authority or by any Bondholder who has been a bona fide Holder of a Bond for at least 6 months, or

(2) the Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Trustee or of its property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then, in any such case, (A) the Authority by a resolution of its governing body may remove the Trustee, or (B) any Bondholder who has been a bona fide Holder of a Bond for at least 6 months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

(e) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, a successor Trustee shall be appointed by the Authority. In case all or substantially all of the Trust Estate shall be in the possession of a receiver or trustee lawfully appointed, such receiver or trustee may similarly appoint a successor to fill such vacancy until a new Trustee shall be so appointed by the Bondholders. If, within 1 year after such resignation, removal or incapability or the occurrence of such vacancy, a successor Trustee shall be appointed by the Holders of a majority in principal amount of the Outstanding Bonds, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment, become the successor Trustee and supersede the successor Trustee appointed by the Authority or by such receiver or trustee. If no successor Trustee shall have been so appointed by the Authority or the Bondholders and accepted appointment in the manner hereinafter provided, any Bondholder who has been a bona fide Holder of a Bond for at least 6 months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee.

(f) The Authority shall give notice of each resignation and each removal of the Trustee and each appointment of a successor Trustee by mailing notice of such event by first-class mail, postage prepaid, to the Holders of Bonds as their names and addresses appear in the Bond Register. Each notice shall include the name of the successor Trustee and the address of the Office of the Trustee.

SECTION 12.10 Acceptance of Appointment by Successor

(a) Every successor Trustee appointed hereunder shall execute, acknowledge and deliver to the Authority and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the estates, properties, rights, powers, trusts and duties of the retiring Trustee; but, on request of the Authority or the successor Trustee, such retiring Trustee shall, upon payment of its charges, execute and deliver an instrument conveying and transferring to such successor Trustee upon the trusts herein expressed all the estates, properties, rights, powers and trusts of the retiring Trustee, and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder, subject nevertheless to its lien, if any, provided for in Section 12.7. Upon request of any such successor Trustee, the Authority shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all such estates, properties, rights, powers and trusts.

(b) No successor Trustee shall accept its appointment unless at the time of such acceptance such successor Trustee shall be qualified and eligible under this Article, to the extent operative.

SECTION 12.11 Merger, Conversion, Consolidation or Succession to Business

Any corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such corporation shall be otherwise qualified and eligible under this Article, to the extent operative, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Bonds shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Bonds so authenticated with the same effect as if such successor Trustee had itself authenticated such Bonds.

ARTICLE 13

Amendment of Bond Documents

SECTION 13.1 General Requirements for Amendments

The Trustee may, on behalf of the Bondholders, from time to time enter into, or consent to, an amendment of any Bond Document only as permitted by this Article.

SECTION 13.2 Amendments Without Consent of Bondholders

An amendment of the Bond Documents for any of the following purposes may be made, or consented to, by the Trustee without the consent of the Holders of any Bonds:

(a) to correct or amplify the description of any property at any time subject to the lien of any Bond Document, or better to assure, convey and confirm unto any secured party any property subject or required to be subjected to the lien of any Bond Document, or to subject to the lien of any Bond Document, additional property, including any additional taxes payable to the Authority or any revenues derived from the activities and enterprises in which the Authority is authorized to engage that may be pledged as security for Bonds issued under this Indenture; or

(b) to evidence the succession of another person to any Financing Participant and the assumption by any such successor of the covenants of such Financing Participant (provided that the requirements of the related Bond Document for such succession and assumption are otherwise satisfied); or

(c) to add to the covenants of any Financing Participant for the benefit of Bondholders and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants an event of default under the specified Bond Documents permitting the enforcement of all or any of the several remedies provided therein; provided, however, that with respect to any such covenant, such amendment may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available upon such default;

(d) to surrender any right or power conferred upon any Financing Participant other than rights or powers for the benefit of Bondholders; or

(e) to cure any ambiguity or to correct any inconsistency, provided such action shall not adversely affect the interests of the Holders of the Bonds; or

(f) to appoint a separate agent of the Authority or the Trustee to perform any one or more of the following functions: (1) registration of transfers and exchanges of Bonds, or (2) payment of Debt Service on the Bonds; provided, however, that any such agent must be a bank or trust company with long- term obligations, at the time such appointment is made, in one of the three highest rating categories of at least one Rating Agency.

SECTION 13.3 Amendments Requiring Consent of All Affected Bondholders

An amendment of the Bond Documents for any of the following purposes may be entered into, or consented to, by the Trustee only with the consent of the Holder of each Bond affected:

(a) to change the stated Maturity of the principal of, or any installment of interest on, any Bond, or reduce the principal amount thereof or the interest thereon or any premium payable upon the redemption thereof, or change the coin or currency in which, any Bond, or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the stated Maturity thereof (or, in the case of redemption, on or after the redemption date); or

(b) to reduce the percentage in principal amount of the Outstanding Bonds, the consent of whose Holders is required for any amendment of the Bond Documents, or the consent of whose Holders is required for any waiver provided for in the Bond Documents; or

(d) to modify any of the provisions of this Section or Section 11.10, except to increase any percentage provided thereby or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Bond affected thereby; or

(e) to permit the creation of any lien ranking prior to or on a parity with the lien of this Indenture with respect to any of the Trust Estate or terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Bond of the security afforded by the lien of this Indenture.

SECTION 13.4 Amendments Requiring Majority Consent of Bondholders

An amendment of the Bond Documents for any purpose not described in Sections 13.2 or 13.3 may be entered into, or consented to, by the Trustee only with the consent of the Holders of a majority in principal amount of Bonds Outstanding.

SECTION 13.5 Discretion of Trustee

The Trustee may in its discretion determine whether or not any Bonds would be affected by any amendment of the Bond Documents and any such determination shall be conclusive upon the Holders of all Bonds, whether theretofore or thereafter authenticated and delivered hereunder. The Trustee shall not be liable for any such determination made in good faith.

SECTION 13.6 Trustee Protected by Opinion of Counsel

In executing or consenting to any amendment permitted by this Article, the Trustee shall be entitled to receive, and, subject to Section 12.1, shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Indenture.

SECTION 13.7 Amendments Affecting Trustee's Personal Rights

The Trustee may, but shall not be obligated to, enter into any amendment that affects the Trustee's own rights, duties or immunities under the Bond Documents.

SECTION 13.8 Effect on Bondholders

Upon the execution of any amendment under this Article, every Holder of Bonds theretofore or thereafter authenticated and delivered hereunder shall be bound thereby.

SECTION 13.9 Reference in Bonds to Amendments

Bonds authenticated and delivered after the execution of any amendment under this Article shall, if required by such amendment or by the Trustee, bear a notation in form approved by the Trustee as to any matter provided for in such amendment. New Bonds so modified as to conform to any such amendment shall, if required by such amendment or by the Trustee, be prepared and executed by the Authority and authenticated and delivered by the Trustee in exchange for Outstanding Bonds.

SECTION 13.10 Amendments Not to Affect Tax Exemption

No amendment may be made to the Bond Documents unless the Trustee receives a Favorable Tax Opinion.

ARTICLE 14

Defeasance

SECTION 14.1 Payment of Indenture Indebtedness; Satisfaction and Discharge of Indenture

(a) Whenever all Indenture Indebtedness has been Fully Paid, then (1) this Indenture and the lien, rights and interests created hereby shall cease, determine and become null and void (except as to any surviving rights of transfer or exchange of Bonds herein or therein provided for), and (2) the Trustee shall, upon the request of the Authority, execute and deliver a termination statement and such instruments of satisfaction and discharge as may be necessary and pay, assign, transfer and deliver to the Authority or upon the order of the Authority, all cash and securities then held by it hereunder as a part of the Trust Estate.

(b) A Bond shall be deemed “Fully Paid” if

(1) such Bond has been cancelled by the Trustee or delivered to the Trustee for cancellation, or

(2) such Bond shall have matured or been called for redemption and, on such Maturity date or redemption date, money for the payment of Debt Service on such Bond is held by the Trustee in trust for the benefit of the person entitled thereto, or

(3) such Bond is alleged to have been destroyed, lost or stolen and has been replaced as provided in Section 4.2, or

(4) a trust for the payment of such Bond has been established in accordance with Section 14.2.

(c) Indenture Indebtedness other than Debt Service on the Bonds shall be deemed “Fully Paid” whenever the Authority has paid, or made provisions satisfactory to the Trustee for payment of, all such Indenture Indebtedness.

SECTION 14.2 Trust for Payment of Debt Service

(a) The Authority may provide for the payment of any Bond by establishing a trust for such purpose with the Trustee and depositing therein cash and/or Federal Securities which (assuming the due and punctual payment of the principal of and interest on such Federal Securities, but without reinvestment) will provide funds sufficient to pay the Debt Service on such Bond as the same becomes due and payable until the Maturity or redemption of such Bond; provided, however, that:

(1) Such Federal Securities must not be subject to redemption prior to their respective maturities at the option of the issuer of such Securities.

(2) If such Bond is to be redeemed prior to its Maturity, either (A) the Trustee shall receive evidence that notice of such redemption has been given in accordance with the provisions of this Indenture and such Bond or (B) the Authority shall confer on the Trustee irrevocable authority for the giving of such notice on behalf of the Authority.

(3) If the interest rate on such Bond is not fixed until the Maturity or redemption date of such Bond, such trust must provide for the payment of interest on such Bond at the maximum rate permitted by this Indenture for any period when interest is not fixed.

(4) Prior to the establishment of such trust the Trustee must receive a Favorable Tax Opinion.

(5) Prior to the establishment of such trust the Trustee must receive verification satisfactory to the Trustee demonstrating that the principal and interest payments on the Federal Securities in such trust,

without reinvestment, together with the cash balance in such trust remaining after purchase of such Securities, will be sufficient to make the required payments from such trust.

(b) Any trust established pursuant to this Section may provide for payment of less than all Bonds outstanding or less than all Bonds of any remaining series or Maturity.

(c) If any trust provides for payment of less than all Bonds of a series and Maturity, the Bonds of such series and Maturity to be paid from the trust shall be selected by the Trustee by lot by such method as shall provide for the selection of portions (in Authorized Denominations) of the principal of Bonds of such series and Maturity of a denomination larger than the smallest Authorized Denomination. Such selection shall be made within 7 days after such trust is established. This selection process shall be in lieu of the selection process otherwise provided with respect to redemption of Bonds. After such selection is made, Bonds that are to be paid from such trust (including Bonds issued in exchange for such Bonds pursuant to the transfer or exchange provisions of this Indenture) shall be identified by a separate CUSIP number or other designation satisfactory to the Trustee. The Trustee shall notify Holders whose Bonds (or portions thereof) have been selected for payment from such trust and shall direct such Bondholders to surrender their Bonds to the Trustee in exchange for Bonds with the appropriate designation. The selection of Bonds for payment from such trust pursuant to this Section shall be conclusive and binding on the Financing Participants.

(d) Cash and/or Federal Securities deposited with the Trustee pursuant to this Section shall not be a part of the Trust Estate but shall constitute a separate, irrevocable trust fund for the benefit of the Holder of the Bond to be paid from such fund.

ARTICLE 15

Miscellaneous

SECTION 15.1 Notices

(a) Notices and other communications to Financing Participants pursuant to this Indenture must be in writing except as otherwise expressly provided in this Indenture. Any specific reference in this Indenture to “written notice” shall not be construed to mean that any other notice may be oral, unless such oral notice is specifically permitted by this Indenture under the circumstances.

(b) Notices and other communications pursuant to this Indenture may be delivered by any method provided in the directions for notices attached as Exhibit 15.1(b). A Financing Participant may change its directions for notices by giving notice to the other Financing Participants.

(c) Any notice shall be deemed given when actually received by the Financing Participant to whom the notice is addressed. In addition, any notice sent by registered mail shall be deemed received 3 days after such notice is deposited in the United States mail, addressed as provided in the notice directions included in Exhibit 15.1(b) or, if the designated Financing Participant has delivered a change notice, as specified in such change notice.

(d) Notice to any Financing Participant required by this Indenture may be waived in writing by such Financing Participant, either before or after the event, and such waiver shall be the equivalent of such notice.

SECTION 15.2 Notices to Bondholders; Waiver

(a) Where this Indenture provides for giving of notice to Bondholders of any event, such notice must (unless otherwise herein expressly provided) be in writing and mailed, first-class postage prepaid, to such Bondholder at the address of such Bondholder as it appears in the Bond Register, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice.

(b) In any case where notice to Bondholders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Bondholder shall affect the sufficiency of such notice with respect to other Bondholders. Where this Indenture provides for notice in any manner, such notice may be waived in writing by the person entitled to receive such notice, either before or after the event, and such waiver shall be the

equivalent of such notice. Waivers of notice by Bondholders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.

SECTION 15.3 Successors and Assigns

All covenants and agreements in this Indenture by the Authority shall bind its successors and assigns, whether so expressed or not.

SECTION 15.4 Benefits of Indenture

Nothing in this Indenture or in the Bonds, express or implied, shall give to any person, other than the parties hereto and their successors hereunder and the Holders of the Outstanding Bonds any benefit or any legal or equitable right, remedy or claim under this Indenture.

SECTION 15.5 Notice to Rating Agencies

The Trustee shall give prior notice, where applicable, of the following events to each Rating Agency that maintains a rating with respect to any Bonds: (a) any change of the Trustee; (b) any change or amendment of the Bond Documents; (c) acceleration of the payment date for any Bond; (d) the redemption of all such Bonds of a series prior to Maturity (other than scheduled mandatory redemption); and (e) the establishment of a trust for the payment of any Bonds in accordance with Section 14.2 of this Indenture.

IN WITNESS WHEREOF, the Authority and the Trustee have caused this instrument to be duly executed, and their respective corporate seals to be hereunto affixed and attested.

BIRMINGHAM-JEFFERSON CIVIC CENTER AUTHORITY

By:

Title:

[S E A L]

Attest:

By:

Title:

STATE OF ALABAMA JEFFERSON COUNTY

I, ______, a Notary Public in and for said County in said State, do hereby certify that ______, whose name as ______of Birmingham-Jefferson Civic Center Authority, an Alabama public corporation, is signed to the foregoing instrument and who is known to me, acknowledged before me on this day that, being informed of the contents of said instrument, he, as such officer and with full authority, executed the same voluntarily for and as the act of said corporation.

Given under my hand this the ______day of ______, 2018.

Notary Public

NOTARIAL SEAL

My commission expires:______

[Signature page to Subordinate Lien Indenture]

REGIONS BANK

By:

Title:

[S E A L]

Attest:

By:

Title:

STATE OF ALABAMA JEFFERSON COUNTY

I, ______, a Notary Public in and for said County, in said State, hereby certify that ______, whose name as ______of Regions Bank, an Alabama banking corporation, is signed to the foregoing instrument, and who is known to me, acknowledged before me on this day that, being informed of the contents of said instrument, she, as such officer and with full authority, executed the same voluntarily for and as the act of said banking corporation.

Given under my hand this the ______day of ______, 2018.

Notary Public

NOTARIAL SEAL

My commission expires:______

This instrument was prepared by:

Kevin W. Beatty Maynard, Cooper & Gale, P.C. 1901 Sixth Avenue North Suite 2400 Birmingham, Alabama 35203 (205) 254-1000

[Signature page to Subordinate Lien Indenture]

EXHIBIT 6.1(c)

Form of Series 2018B Bonds

Birmingham-Jefferson Civic Center Authority

Special Tax Bonds (Subordinate Lien), Series 2018B

No. ______

Maturity Date Interest Rate CUSIP ______

BIRMINGHAM-JEFFERSON CIVIC CENTER AUTHORITY, an Alabama public corporation (the “Authority”, which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to

______, or registered assigns, the principal sum of

______DOLLARS on the Maturity Date specified above and to pay interest hereon from the date hereof, or the most recent date to which interest has been paid or duly provided for, until the principal hereof shall become due and payable, at the applicable per annum rate of interest specified above. Interest shall be payable on ______1 and ______1 in each year, beginning ______1, 2019, and shall be computed on the basis of a 360-day year with 12 months of 30 days each.

The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture hereinafter referred to, be paid to the person in whose name this bond is registered at the close of business on the Regular Record Date for such interest, which shall be the 15th day (whether or not a Business Day) of the month next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the registered Holder on such Regular Record Date, and shall be paid to the person in whose name this bond is registered at the close of business on a Special Record Date for the payment of such defaulted interest to be fixed by the Trustee, notice of such Special Record Date being given to Holders of the Bonds not less than 10 days prior to such Special Record Date.

Interest shall be payable on overdue principal (and premium, if any) on this bond and (to the extent legally enforceable) on any overdue installment of interest on this bond at the rate borne by this bond.

Payment of Debt Service on this bond shall be made by the applicable method specified in the Indenture. All such payments shall be made in such coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts.

This bond is one of a duly authorized issue of bonds of the Authority, aggregating $______in principal amount, designated “Special Tax Bonds (Subordinate Lien), Series 2018B” (the “Series 2018B Bonds”) and issued under and pursuant to a Trust Indenture (Subordinate Lien) dated August 1, 2018 (the “Indenture”), between the Authority and Regions Bank, an Alabama banking corporation (the “Trustee”, which term includes any successor trustee under the Indenture). The Series 2018B Bonds and all other bonds issued pursuant to the Indenture are collectively referred to as the “Bonds”. Capitalized terms not otherwise defined herein shall have the meaning assigned in the Indenture.

The Bonds and all other payment obligations under the Indenture are limited obligations of the Authority payable solely from, and are secured by a pledge of, the Pledged Tax Proceeds described in the

Exhibit 6.1(c), Page 1 of 5

Indenture. The pledge of the Pledged Tax Proceeds to the payment of the Bonds is subject and subordinate to a prior pledge of the Pledged Tax Proceeds to the payment of the Senior Lien Bonds described in the Indenture.

The Series 2018B Bonds do not constitute or give rise to an Indebtedness or a pecuniary liability of, and do not constitute a charge against the general credit of the Authority, nor shall the Series 2018B Bonds constitute an obligation or debt of the State of Alabama or any county, municipality or political subdivision of the State of Alabama or a charge on the general credit or tax revenues (except as aforesaid) of any thereof.

Copies of the Bond Documents are on file at the Office of the Trustee, and reference is hereby made to such instruments for a description of the properties pledged and assigned, the nature and extent of the security, the respective rights thereunder of the Holders of the Bonds and the Financing Participants, and the terms upon which the Series 2018B Bonds are, and are to be, authenticated and delivered.

In the manner and with the effect provided in the Indenture, the Series 2018B Bonds will be subject to redemption prior to Maturity as follows:

[Insert redemption provisions from Section 6.1(j)]

If less than all Series 2018B Bonds Outstanding are to be redeemed pursuant to the applicable optional redemption provisions, the principal amount of Series 2018B Bonds of each Maturity to be redeemed may be specified by the Authority by written notice to the Trustee, or, in the absence of timely receipt by the Trustee of such notice, shall be selected by the Trustee by lot or by such other method as the Trustee shall deem fair and appropriate; provided, however, that the principal amount of Series 2018B Bonds of each Maturity to be redeemed must be in an Authorized Denomination.

If less than all Series 2018B Bonds with the same Maturity are to be redeemed, the particular Series 2018B Bonds of such Maturity to be redeemed shall be selected by the Trustee by lot or by such other method as the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (in Authorized Denominations) of the principal of Series 2018B Bonds of such Maturity of a denomination larger than the smallest Authorized Denomination.

Upon any partial redemption of any Series 2018B Bond the same shall, except as otherwise permitted by the Indenture, be surrendered in exchange for one or more new Series 2018B Bonds of the same series and Maturity and in authorized form for the unredeemed portion of principal. Series 2018B Bonds (or portions thereof as aforesaid) for whose redemption and payment provision is made in accordance with the Indenture shall thereupon cease to be entitled to the lien of the Indenture and shall cease to bear interest from and after the date fixed for redemption.

Any redemption shall be made upon at least 20 days' notice in the manner and upon the terms and conditions provided in the Indenture.

If an “Indenture Default”, as defined in the Indenture, shall occur, the principal of all Bonds then Outstanding may become or be declared due and payable in the manner and with the effect provided in the Indenture.

The Indenture permits the amendment of the Bond Documents and waivers of past defaults under such instruments and the consequences of such defaults, in certain circumstances without consent of Bondholders and in other circumstances with the consent of all Bondholders or a specified percentage of Bondholders. Any such consent or waiver by the Holder of this bond shall be conclusive and binding upon such Holder and upon all future Holders of this bond and of any bond issued in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this bond.

The Holder of this bond shall have no right to enforce the provisions of the Indenture, or to institute any action to enforce the covenants therein, or to take any action with respect to any default thereunder, or to institute, appear in or defend any suit or other proceeding with respect thereto, except as provided in the Indenture.

Exhibit 6.1(c), Page 2 of 5

As provided in the Indenture and subject to certain limitations therein set forth, this bond is transferable on the Bond Register maintained at the Office of the Trustee, upon surrender of this bond for transfer at such office, together with all necessary endorsements for transfer, and thereupon one or more new Series 2018B Bonds of the same series and Maturity, of any Authorized Denominations and for a like aggregate principal amount, will be issued to the designated transferee or transferees.

As provided in the Indenture and subject to certain limitations therein set forth, the Series 2018B Bonds are exchangeable for other Series 2018B Bonds of the same series and Maturity, of any Authorized Denominations and of a like aggregate principal amount, as requested by the Holder surrendering the same.

No service charge shall be made for any transfer or exchange hereinbefore referred to, but the Authority may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

The Authority and the Trustee may treat the person in whose name this bond is registered as the owner hereof for the purpose of receiving payment as herein provided and for all other purposes, whether or not this bond is overdue, and neither the Authority nor the Trustee shall be affected by notice to the contrary.

No covenant or agreement contained in this bond or the Indenture shall be deemed to be a covenant or agreement of any officer, agent or employee of the Authority, and neither any member of the governing body of the Authority nor any officer executing this bond shall be liable personally on this bond or be subject to any personal liability or accountability by reason of the issuance of this bond.

It is hereby certified, recited and declared that all acts, conditions and things required to exist, happen and be performed precedent to and in the execution and delivery of the Indenture and issuance of this bond do exist, have happened and have been performed in due time, form and manner as required by law.

Unless the certificate of authentication hereon has been executed by the Trustee by manual signature, this bond shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

Exhibit 6.1(c), Page 3 of 5

IN WITNESS WHEREOF, the Authority has caused this bond to be duly executed under its corporate seal.

Dated: ______, 2018.

BIRMINGHAM-JEFFERSON CIVIC CENTER AUTHORITY

By: Chairman [SEAL]

Attest:

Secretary

Certificate of Authentication

This is one of the Series 2018B Bonds referred to in the within-mentioned Indenture.

Date of authentication:______

REGIONS BANK, as Trustee

By Authorized Officer

Assignment

For value received, ______hereby sell(s), assign(s) and transfer(s) unto [Please insert name and taxpayer identification number] ______this bond and hereby irrevocably constitute(s) and appoint(s) ______attorney to transfer this bond on the books of the within named Authority at the office of the within named Trustee, with full power of substitution in the premises.

Exhibit 6.1(c), Page 4 of 5

Dated: ______

NOTE: The name signed to this assignment must correspond with the name of the payee written on the face of the within bond in all respects, without alteration, enlargement or change whatsoever.

Signature Guaranteed:

(Bank or Trust Company)

By (Authorized Officer)

*Signature(s) must be guaranteed by an eligible guarantor institution which is a member of the recognized signature guarantee program, i.e., Securities Transfer Agents Medallion Program (STAMP), Stock Exchanges Medallion Program (SEMP), or New York Stock Exchange Medallion Signature Program (MSP).

Exhibit 6.1(c), Page 5 of 5

EXHIBIT 6.2(c)

Form of Series 2018C Bonds

Birmingham-Jefferson Civic Center Authority

Special Tax Bonds (Subordinate Lien), Taxable Series 2018C

No. ______

Maturity Date Interest Rate CUSIP ______

______, or registered assigns, the principal sum of

______DOLLARS on the Maturity Date specified above and to pay interest hereon from the date hereof, or the most recent date to which interest has been paid or duly provided for, until the principal hereof shall become due and payable, at the applicable per annum rate of interest specified above. Interest shall be payable on January 1, and July 1 in each year, beginning January 1, 2019, and shall be computed on the basis of a 360-day year with 12 months of 30 days each.

This bond is one of a duly authorized issue of bonds of the Authority, aggregating $______in principal amount, designated “Special Tax Bonds (Subordinate Lien), Taxable Series 2018C” (the “Series 2018C Bonds”) and issued under and pursuant to a Trust Indenture (Subordinate Lien) dated August 1, 2018 (the “Indenture”), between the Authority and Regions Bank, an Alabama banking corporation (the “Trustee”, which term includes any successor trustee under the Indenture). The Series 2018C Bonds and all other bonds issued pursuant to the Indenture are collectively referred to as the “Bonds”. Capitalized terms not otherwise defined herein shall have the meaning assigned in the Indenture.

The Bonds and all other payment obligations under the Indenture are limited obligations of the Authority payable solely from, and are secured by a pledge of, the Pledged Tax Proceeds described in the

Exhibit 6.2(c), Page 1 of 5

The Series 2018C Bonds do not constitute or give rise to an Indebtedness or a pecuniary liability of, and do not constitute a charge against the general credit of the Authority, nor shall the Series 2018C Bonds constitute an obligation or debt of the State of Alabama or any county, municipality or political subdivision of the State of Alabama or a charge on the general credit or tax revenues (except as aforesaid) of any thereof.

Copies of the Bond Documents are on file at the Office of the Trustee, and reference is hereby made to such instruments for a description of the properties pledged and assigned, the nature and extent of the security, the respective rights thereunder of the Holders of the Bonds and the Financing Participants, and the terms upon which the Series 2018C Bonds are, and are to be, authenticated and delivered.

In the manner and with the effect provided in the Indenture, the Series 2018C Bonds will be subject to redemption prior to Maturity as follows:

[Insert redemption provisions from Section 6.1(j)]

If less than all Series 2018C Bonds Outstanding are to be redeemed pursuant to the applicable optional redemption provisions, the principal amount of Series 2018C Bonds of each Maturity to be redeemed may be specified by the Authority by written notice to the Trustee, or, in the absence of timely receipt by the Trustee of such notice, shall be selected by the Trustee by lot or by such other method as the Trustee shall deem fair and appropriate; provided, however, that the principal amount of Series 2018C Bonds of each Maturity to be redeemed must be in an Authorized Denomination.

If less than all Series 2018C Bonds with the same Maturity are to be redeemed, the particular Series 2018C Bonds of such Maturity to be redeemed shall be selected by the Trustee by lot or by such other method as the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (in Authorized Denominations) of the principal of Series 2018C Bonds of such Maturity of a denomination larger than the smallest Authorized Denomination.

Upon any partial redemption of any Series 2018C Bond the same shall, except as otherwise permitted by the Indenture, be surrendered in exchange for one or more new Series 2018C Bonds of the same series and Maturity and in authorized form for the unredeemed portion of principal. Series 2018C Bonds (or portions thereof as aforesaid) for whose redemption and payment provision is made in accordance with the Indenture shall thereupon cease to be entitled to the lien of the Indenture and shall cease to bear interest from and after the date fixed for redemption.

Any redemption shall be made upon at least 20 days' notice in the manner and upon the terms and conditions provided in the Indenture.

Exhibit 6.2(c), Page 2 of 5

As provided in the Indenture and subject to certain limitations therein set forth, this bond is transferable on the Bond Register maintained at the Office of the Trustee, upon surrender of this bond for transfer at such office, together with all necessary endorsements for transfer, and thereupon one or more new Series 2018C Bonds of the same series and Maturity, of any Authorized Denominations and for a like aggregate principal amount, will be issued to the designated transferee or transferees.

As provided in the Indenture and subject to certain limitations therein set forth, the Series 2018C Bonds are exchangeable for other Series 2018C Bonds of the same series and Maturity, of any Authorized Denominations and of a like aggregate principal amount, as requested by the Holder surrendering the same.

Exhibit 6.2(c), Page 3 of 5

IN WITNESS WHEREOF, the Authority has caused this bond to be duly executed under its corporate seal.

Dated: ______, 2018.

BIRMINGHAM-JEFFERSON CIVIC CENTER AUTHORITY

By: Chairman [SEAL]

Attest:

Secretary

Certificate of Authentication

This is one of the Series 2018C Bonds referred to in the within-mentioned Indenture.

Date of authentication:______

REGIONS BANK, as Trustee

By Authorized Officer

Assignment

Exhibit 6.2(c), Page 4 of 5

Dated: ______

NOTE: The name signed to this assignment must correspond with the name of the payee written on the face of the within bond in all respects, without alteration, enlargement or change whatsoever.

Signature Guaranteed:

(Bank or Trust Company)

By (Authorized Officer)

Exhibit 6.2(c), Page 5 of 5

EXHIBIT 6.7(b)

Requisition

To: Regions Bank, as trustee under the Indenture referred to below No. ______

Re: $______Special Tax Bonds (Subordinate Lien), Series 2018B, issued by Birmingham-Jefferson Civic Center Authority pursuant to a Trust Indenture (Subordinate Lien) dated August 1, 2018 (the “Indenture”)

Capitalized terms not otherwise defined herein shall have the meanings assigned in the Indenture.

Request for Payment by the Authority

The Authority hereby requests payment from

[ ] the Acquisition Fund or [ ] the Costs of Issuance Fund

of $______

Name of payee:

Address of payee:

Such payment will be made for the following purpose(s):

(Describe purpose in reasonable detail.)

The Authority hereby certifies that: (a) such payment is for (in the case of payments from the Acquisition Fund) Acquisition Costs or (in the case of payments from the Costs of Issuance Fund) Costs of Issuance, (b) no Indenture Default exists, and (c) such payment will not cause or result in the violation of any covenant contained in the Tax Certificate and Agreement.

Dated: ______.

BIRMINGHAM-JEFFERSON CIVIC CENTER AUTHORITY

By: Authorized Authority Representative

Exhibit 6.7(b), Page 1 of 1

EXHIBIT 6.9(a)

Description of Capital Improvements

[to be added]

Exhibit 6.9(a), Page 1 of 1

EXHIBIT 15.1(b)

Notices

Authority

By hand: Birmingham-Jefferson Civic Center Authority 2100 Richard Arrington, Jr. Boulevard North Birmingham, Alabama 35203 Attention: Executive Director

By mail: Birmingham-Jefferson Civic Center Authority 2100 Richard Arrington, Jr. Boulevard North Birmingham, Alabama 35203 Attention: Executive Director

By facsimile: 205/458-8437

By email: [email protected]

Trustee

By hand: Regions Bank ______Attention: ______

By mail: Regions Bank ______Attention: ______

By facsimile: ______

By email: ______

Exhibit 15.1(b), Page 1 of 1

[THIS PAGE INTENTIONALLY LEFT BLANK]

APPENDIX D

Forms of Opinions of Bond Counsel

[THIS PAGE INTENTIONALLY LEFT BLANK]

[Closing Date]

Holders of the Series 2018B Bonds referred to below

Re: $______Special Tax Bonds (Subordinate Lien), Series 2018B issued by the Birmingham-Jefferson Civic Center Authority

We have acted as bond counsel to the Birmingham-Jefferson Civic Center Authority, a public corporation and instrumentality of the State of Alabama (the “Authority”), in connection with the issuance by the Authority of the above-referenced bonds (the “Series 2018B Bonds”).

The Series 2018B Bonds are being issued pursuant to a Trust Indenture (Subordinate Lien) dated August 1, 2018 (the “Indenture”), between the Authority and Regions Bank, an Alabama banking corporation, as trustee (the “Trustee”). The Series 2018B Bonds are secured by a pledge of and security interest in the proceeds of certain special privilege or license taxes and certain fees in lieu of taxes levied in Jefferson County. The Series 2018B Bonds are being issued pursuant to Act No. 547 enacted at the 1965 Regular Session of the Legislature of Alabama, as amended (the “Enabling Law”). Capitalized terms not otherwise defined herein shall have the meanings assigned to them in the Indenture.

The Series 2018B Bonds are limited obligations of the Authority payable solely out of the Pledged Tax Proceeds. The Pledged Tax Proceeds consist of the proceeds payable to the Authority from the PILOTs, the Special Lodging Tax, the Special Beverage Tax, the Special Car Rental Tax, the Sales and Use Tax, the Tobacco Tax and the Lodging Tax. The pledge of the Pledged Tax Proceeds in favor of the Series 2018B Bonds is subject and subordinate to a prior pledge of such proceeds to the payment of (i) the Authority’s Special Tax Bonds, Tax-Exempt Series 2015-A (the “Series 2015-A Bonds”), (ii) the Authority’s Special Tax Bonds, Series 2018A (the “Series 2018A Bonds”), and (iii) any additional bonds that may be issued under that certain Trust Indenture dated February 1, 2015, as previously amended and supplemented, and as amended and supplemented in connection with the issuance of the Series 2018A Bonds (the “Senior Lien Indenture”), between the Authority and the Trustee, in its capacity as successor trustee.

Pursuant to the Indenture, the Authority has pledged and assigned the Pledged Tax Proceeds as security for the payment of the Series 2018B Bonds. The subordinate pledge of and security interest in the Pledged Tax Proceeds will be for the equal and pro rata benefit of the Series 2018B Bonds, the Authority’s Special Tax Bonds (Subordinate Lien), Taxable Series 2018C (the “Series 2018C Bonds”) and any Additional Bonds that may be issued under the Indenture (collectively referred to herein as the “Subordinate Lien Bonds”).

We have examined an executed counterpart of the Indenture and such law, certificates, proceedings, proofs and other documents as we have deemed necessary to render this opinion.

As to various questions of fact material to our opinion, we have relied upon the representations made in the Indenture and upon certificates of certain public officials and officers of the Authority.

Based on the foregoing and upon such investigation as we have deemed necessary, we are of the opinion that:

1. The Authority has been duly organized and is validly existing as a public corporation and instrumentality of the State of Alabama under (i) the Enabling Law, and (ii) Amendment No. 280 to the Constitution of Alabama of 1901.

2. The Authority has the power and authority to enter into and perform its obligations under the Indenture and to issue and deliver the Series 2018B Bonds. The execution, delivery and performance by the Authority of its obligations under the Indenture and the issuance and delivery of the Series 2018B Bonds have been

D-1

duly authorized by all requisite action of the Authority, and the Series 2018B Bonds have been duly executed and delivered by the Authority.

3. The Series 2018B Bonds constitute legal, valid and binding special obligations of the Authority, payable solely out of the Pledged Tax Proceeds.

4. The Indenture constitutes a legal, valid and binding obligation of the Authority and is enforceable against the Authority in accordance with the terms of the Indenture.

5. The Indenture creates a valid pledge and assignment of the Pledged Tax Proceeds for the security of the Series 2018B Bonds on a parity with the Series 2018C Bonds and all other Subordinate Lien Bonds (if any) issued under the Indenture, subject to the prior pledge of the Pledged Tax Proceeds to the payment of obligations issued pursuant to the Senior Lien Indenture. Following the issuance of the Series 2018B Bonds, the Series 2018B Bonds and the Series 2018C Bonds will be the only Subordinate Lien Bonds outstanding under the Indenture, and the Series 2015-A Bonds and Series 2018A Bonds will be the only bonds outstanding under the Senior Lien Indenture.

6. Interest on the Series 2018B Bonds is excludable from gross income for federal income tax purposes and is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations; however, it should be noted that, for the purpose of computing the alternative minimum tax imposed on certain corporations (as defined for federal income tax purposes), (i) such interest is taken into account in determining adjusted current earnings, and (ii) the federal alternative minimum tax imposed on corporations is eliminated for tax years beginning after December 31, 2017. The opinion set forth in the preceding sentence is subject to the condition that the Authority complies with all requirements of the Internal Revenue Code that must be satisfied subsequent to the issuance of the Series 2018B Bonds in order that the interest thereon be, and continue to be, excludable from gross income for federal income tax purposes. The Authority has covenanted to comply with all such requirements. Failure to comply with certain of such requirements may cause interest on the Series 2018B Bonds to be included in gross income for federal income tax purposes retroactively to the date of issuance of the Series 2018B Bonds.

7. Under existing law, interest on the Series 2018B Bonds is exempt from State of Alabama income taxation.

We express no opinion regarding tax consequences arising with respect to the Series 2018B Bonds other than as expressly set forth herein.

The rights of the holders of the Series 2018B Bonds and the enforceability thereof and of the Indenture are limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally, and by equitable principles, whether considered at law or in equity.

We express no opinion herein regarding the accuracy, adequacy or completeness of the Official Statement relating to the Series 2018B Bonds.

This opinion is given as of the date hereof, and we assume no obligation to update, revise or supplement this opinion to reflect any facts or circumstances that may hereafter come to our attention, or any changes in law that may hereafter occur.

Faithfully yours,

MAYNARD, COOPER & GALE, P.C.

By:

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[Closing Date]

Holders of the Series 2018C Bonds referred to below

Re: $______Special Tax Bonds (Subordinate Lien), Taxable Series 2018C issued by the Birmingham-Jefferson Civic Center Authority

The Series 2018C Bonds are being issued pursuant to a Trust Indenture (Subordinate Lien) dated August 1, 2018 (the “Indenture”), between the Authority and Regions Bank, an Alabama banking corporation, as trustee (the “Trustee”). The Series 2018C Bonds are secured by a pledge of and security interest in the proceeds of certain special privilege or license taxes and certain fees in lieu of taxes levied in Jefferson County. The Series 2018C Bonds are being issued pursuant to Act No. 547 enacted at the 1965 Regular Session of the Legislature of Alabama, as amended (the “Enabling Law”). Capitalized terms not otherwise defined herein shall have the meanings assigned to them in the Indenture.

The Series 2018C Bonds are limited obligations of the Authority payable solely out of the Pledged Tax Proceeds. The Pledged Tax Proceeds consist of the proceeds payable to the Authority from the PILOTs, the Special Lodging Tax, the Special Beverage Tax, the Special Car Rental Tax, the Sales and Use Tax, the Tobacco Tax and the Lodging Tax. The pledge of the Pledged Tax Proceeds in favor of the Series 2018C Bonds is subject and subordinate to a prior pledge of such proceeds to the payment of (i) the Authority’s Special Tax Bonds, Tax-Exempt Series 2015-A (the “Series 2015-A Bonds”), (ii) the Authority’s Special Tax Bonds, Series 2018A (the “Series 2018A Bonds”), and (iii) any additional bonds that may be issued under that certain Trust Indenture dated February 1, 2015, as previously amended and supplemented, and as amended and supplemented in connection with the issuance of the Series 2018A Bonds (the “Senior Lien Indenture”), between the Authority and the Trustee, in its capacity as successor trustee.

Pursuant to the Indenture, the Authority has pledged and assigned the Pledged Tax Proceeds as security for the payment of the Series 2018C Bonds. The subordinate pledge of and security interest in the Pledged Tax Proceeds will be for the equal and pro rata benefit of the Series 2018C Bonds, the Authority’s Special Tax Bonds (Subordinate Lien), Series 2018B (the “Series 2018B Bonds”) and any Additional Bonds that may be issued under the Indenture (collectively referred to herein as the “Subordinate Lien Bonds”).

We have examined an executed counterpart of the Indenture and such law, certificates, proceedings, proofs and other documents as we have deemed necessary to render this opinion.

As to various questions of fact material to our opinion, we have relied upon the representations made in the Indenture and upon certificates of certain public officials and officers of the Authority.

Based on the foregoing and upon such investigation as we have deemed necessary, we are of the opinion that:

2. The Authority has the power and authority to enter into and perform its obligations under the Indenture and to issue and deliver the Series 2018C Bonds. The execution, delivery and performance by the Authority of its obligations under the Indenture and the issuance and delivery of the Series 2018C Bonds have been

D-3

duly authorized by all requisite action of the Authority, and the Series 2018C Bonds have been duly executed and delivered by the Authority.

3. The Series 2018C Bonds constitute legal, valid and binding special obligations of the Authority, payable solely out of the Pledged Tax Proceeds.

4. The Indenture constitutes a legal, valid and binding obligation of the Authority and is enforceable against the Authority in accordance with the terms of the Indenture.

5. The Indenture creates a valid pledge and assignment of the Pledged Tax Proceeds for the security of the Series 2018C Bonds on a parity with the Series 2018B Bonds and all other Subordinate Lien Bonds (if any) issued under the Indenture, subject to the prior pledge of the Pledged Tax Proceeds to the payment of obligations issued pursuant to the Senior Lien Indenture. Following the issuance of the Series 2018C Bonds, the Series 2018C Bonds and the Series 2018B Bonds will be the only Bonds outstanding under the Indenture, and the Series 2015-A Bonds and Series 2018A Bonds will be the only bonds outstanding under the Senior Lien Indenture.

6. Under existing law, interest on the Series 2018C Bonds is exempt from State of Alabama income taxation.

We express no opinion regarding tax consequences arising with respect to the Series 2018C Bonds other than as expressly set forth herein.

The rights of the holders of the Series 2018C Bonds and the enforceability thereof and of the Indenture are limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally, and by equitable principles, whether considered at law or in equity.

We express no opinion herein regarding the accuracy, adequacy or completeness of the Official Statement relating to the Series 2018C Bonds.

Faithfully yours,

MAYNARD, COOPER & GALE, P.C.

By:

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APPENDIX E

Form of Continuing Disclosure Agreement

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CONTINUING DISCLOSURE AGREEMENT

THIS CONTINUING DISCLOSURE AGREEMENT (the “Agreement”) is entered into by BIRMINGHAM- JEFFERSON CIVIC CENTER AUTHORITY, an Alabama public corporation (the “Obligor”).

This Agreement is being delivered in connection with the issuance by the Obligor of its $______Special Tax Bonds (Subordinate Lien), Series 2018B and its $______Special Tax Bonds (Subordinate Lien), Taxable Series 2018C (collectively, the “Bonds”). The Bonds are being issued pursuant to a Trust Indenture (Subordinate Lien) dated August 1, 2018 (the “Indenture”), between the Obligor and Regions Bank, an Alabama banking corporation, as trustee (the “Trustee”).

In consideration of the purchase of such Bonds by the beneficial owners thereof, the Obligor covenants and agrees as follows:

Section 1. Definitions

Capitalized terms not otherwise defined in this Agreement shall have the meaning assigned in the Indenture. In addition, the terms set forth below shall have the meaning assigned unless the context clearly otherwise requires:

“Bonds” means the Series 2018B Bonds and the Series 2018C Bonds.

“EMMA” means the MSRB’s Electronic Municipal Market Access System (EMMA) established pursuant to the Rule.

“Indenture” means the Trust Indenture (Subordinate Lien) dated August 1, 2018 between the Obligor and the Trustee.

“MSRB” means the Municipal Securities Rulemaking Board.

“Obligor” means Birmingham-Jefferson Civic Center Authority, an Alabama public corporation.

“Official Statement” means the Official Statement dated July ____, 2018 with respect to the Bonds.

“Rule” means Rule 15c2-12 adopted by the Securities and Exchange Commission, as the same may be amended from time to time.

“Series 2018B Bonds” means the $______Special Tax Bonds (Subordinate Lien), Series 2018B issued by the Obligor.

“Series 2018C Bonds” means the $______Special Tax Bonds (Subordinate Lien), Taxable Series 2018C issued by the Obligor.

“Trustee” means Regions Bank, an Alabama banking corporation, as trustee under the Indenture.

Section 2. Purpose and Beneficiaries of this Agreement

This Agreement is entered into by the Obligor for the benefit of the holders of the Bonds in order to assist the underwriter or underwriters for the Bonds in complying with the requirements of the Rule.

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Section 3. Annual Financial Information

(a) Within 180 days after the end of each fiscal year, the Obligor shall file with the MSRB an annual report which shall include the following: (i) the amount of proceeds received by the Authority from the Pledged Taxes during the Authority’s immediately preceding fiscal year, (ii) the amount of Pledged Tax Proceeds collected in Jefferson County during the most recent fiscal year of the County for which such information is available, and (iii) financial information and statistical data generally consistent with that contained in APPENDIX A to the Official Statement under the following headings:

• DESCRIPTION OF SOURCES OF PAYMENT FOR SERIES 2018 BONDS – Description of Pledged Taxes • DEBT STRUCTURE OF THE AUTHORITY – Coverage Ratios for Debt Service on Senior Lien Bonds and Subordinate Lien Bonds • DEMOGRAPHICS

(b) The Obligor may omit or modify any part of the annual information required by this section if the operations to which it relates have been discontinued or materially changed. The Obligor will include an explanation to that effect as part of the annual information for the year in which such event first occurs.

(c) If any amendment is made to this Agreement, the annual information for the year in which such amendment is made shall contain a description of the reasons for such amendment and its impact on the type of information being provided.

Section 4. Audited Financial Statements

Within 30 days after receipt by Obligor, but in no event more than 180 days after the end of each fiscal year, the Obligor shall file with the MSRB audited financial statements of the Obligor. The audited financial statements shall be prepared on a basis consistent with the accounting and auditing standards used to prepare the financial statements attached as APPENDIX B to the Official Statement, as such standards may be modified from time to time under generally accepted accounting and auditing standards applicable to the Obligor.

Section 5. Event Disclosure

(a) In a timely manner not in excess of 10 business days after the occurrence of the event, the Obligor shall file with the MSRB notice of the occurrence of any of the following events affecting the Bonds:

(1) principal and interest payment delinquencies; (2) non-payment related defaults, if material; (3) unscheduled draws on debt service reserves reflecting financial difficulties; (4) unscheduled draws on credit enhancements reflecting financial difficulties; (5) substitution of credit or liquidity providers, or their failure to perform; (6) adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notice of Proposed Issue (IRS Form 5701-TEB), or other material notices or determinations with respect to the tax status of the Series 2018B Bonds, or other material events affecting the tax status of the Series 2018B Bonds; (7) modifications to rights of the holders of the Bonds, if material; (8) Bond calls, if material, and tender offers; (9) defeasances; (10) release, substitution or sale of property securing repayment of the Bonds, if material; (11) rating changes; (12) bankruptcy, insolvency, receivership or similar events affecting the Obligor; (13) the consummation of a merger, consolidation, or acquisition involving an Obligor or the sale of all or substantially all of the assets of the Obligor, other than in the ordinary course of business, the

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entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; and (14) appointment of a successor or additional trustee or the change of name of a trustee, if material.

(b) In a timely manner the Obligor shall file with the MSRB notice of failure to make a filing, on or before the date specified in this Agreement, of annual information required by Section 3 or Section 4 of this Agreement.

Section 6. Consequences of Failure to File

If the Obligor fails to comply with any provision of this Agreement, the holder of any Bond may seek mandamus or specific performance by court order, to cause the Obligor to comply with its obligations under this Agreement. A default under this Agreement shall not be deemed an event of default under the Indenture or any other financing document related to the issuance of the Bonds. The sole remedy under this Agreement shall be an action to compel performance.

Section 7. Amendment

This Agreement may be amended by the Obligor if the amendment is required by, or consistent with, changes to, or interpretations of, the Rule made by governmental authority after the Bonds are issued.

Section 8. Termination

This Agreement shall terminate when (i) all Bonds have been paid or defeased in accordance with the terms of the Indenture or (ii) the continuing disclosure obligation of the Rule is no longer applicable to the Bonds.

Section 9. Filing

(a) The Obligor shall make the information filings required or permitted by this Agreement with the MSRB through the MSRB’s Electronic Municipal Market Access System (EMMA).

(b) All documents provided to the MSRB pursuant to this Agreement shall be filed in electronic format as prescribed by the MSRB and shall be accompanied by identifying information as prescribed by the MSRB.

Section 10. Additional Information

The Obligor may, in its sole discretion, file with the MSRB additional notices with information not required by this Agreement or the Rule. Such additional filings may be discontinued by the Obligor at any time in its sole discretion.

Section 11. No Indirect Beneficiaries

This Agreement is for the benefit of the underwriter or underwriters for the Bonds and the holders of the Bonds and shall not create rights or benefits for any other person or entity.

Section 12. Agent for Filings

The Obligor may appoint an agent for purposes of making the filings required or permitted by this Agreement, but no such appointment, or failure of such agent to perform, shall relieve the Obligor of its responsibilities under this Agreement.

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Section 13. Governing Law

This Agreement shall be governed by the laws of the State of Alabama.

Dated: ______, 2018.

BIRMINGHAM-JEFFERSON CIVIC CENTER AUTHORITY

By:

Its:

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APPENDIX F

The DTC Book Entry System

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APPENDIX F

THE DTC BOOK ENTRY SYSTEM

The information contained in this section concerning The Depository Trust Company and its book-entry only system has been obtained from materials furnished by The Depository Trust Company to the Authority. The Authority and the Underwriters do not make any representation or warranty as to the accuracy or completeness of such information.

The Depository Trust Company (“DTC”), New York, New York, will act as securities depository for the Bonds. The Bonds will be issued as fully-registered securities 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 Bonds, each in the aggregate principal amount of such maturity, and will be deposited with DTC.

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 1934. 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 a Standard & Poor’s rating of AA+. The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com.

Purchases of Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the Bonds on DTC’s records. The ownership interest of each actual purchaser of each Bond (a “Beneficial Owner”) is in turn to be recorded on the Direct Participants’ and Indirect Participants’ records. Beneficial Owners will not receive written confirmation from DTC of their purchase. 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 Participant or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Bonds are to be accomplished by entries made on the books of Direct Participants and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in the Bonds, except in the event that use of the book-entry system for the Bonds is discontinued.

To facilitate subsequent transfers, all Bonds deposited by Direct Participants with DTC are registered in the name of DTC’s partnership nominee, Cede & Co. or such other name as may be requested by an authorized representative of DTC. The deposit of Bonds with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Bonds. DTC’s records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct Participants and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers.

Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial

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Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of Bonds may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the Bonds, such as redemptions, tenders, defaults, and proposed amendments to the documents governing the terms of the Bonds. For example, Beneficial Owners of Bonds may wish to ascertain that the nominee holding the Bonds for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to the Trustee and request that copies of notices be provided to them directly.

Redemption notices shall be sent to DTC. If less than all of the Bonds are being redeemed, DTC’s practice is to determine by lot the amount of the interest of each Direct Participant in such issue to be redeemed.

Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to 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 Authority as soon as possible after the record date. The “Omnibus Proxy” assigns Cede & Co.’s consenting or voting rights to those Direct Participants to whose accounts the Bonds are credited on the record date (identified in a listing attached to the “Omnibus Proxy”).

Principal, premium and interest payments on the Bonds will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC’s practice is to credit Direct Participants’ accounts upon receipt of funds and corresponding detail information, in accordance with their respective holdings shown on DTC’s records. Payments by Direct Participants and Indirect 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 Direct Participants and Indirect Participants and not of DTC, the Trustee or the Authority, subject to any statutory or regulatory requirements as may be in effect from time to time. Payments of principal, premium (if any) and interest to Cede & Co. (or such other DTC 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 Participants and Indirect Participants.

DTC may discontinue providing its services as depository with respect to the Bonds at any time by giving reasonable notice to the Authority and the Trustee. Under such circumstances, in the event that a successor depository is not obtained, certificates for the Bonds are required to be printed and delivered. The Authority may decide to discontinue use of the system of book-entry-only transfers through DTC (or a successor securities depository). In that event, certificates for the Bonds will be printed and delivered to DTC.

The Authority, the Trustee and the Underwriters cannot and do not give any assurances that DTC, the Direct Participants or the Indirect Participants will distribute to the Beneficial Owners of the Bonds (1) payments of principal, redemption price or interest on the Bonds; (2) certificates representing an ownership interest or other confirmation of beneficial ownership interests in Bonds; or (3) redemption or other notices sent to DTC or Cede & Co., its nominee, as the registered owner of the Bonds, or that they will do so on a timely basis or that DTC, Direct Participants or Indirect Participants will serve and act in the manner described in this Official Statement. The current “rules” applicable to DTC are on file with the United States Securities and Exchange Commission, and the current “procedures” of DTC to be followed in dealing with DTC participants are on file with DTC.

Neither the Authority, the Trustee nor the Underwriters will have any responsibility or obligation to any Direct Participant, Indirect Participant or any Beneficial Owner or any other person with respect to: (1) the Bonds; (2) the accuracy of any records maintained by DTC or any Direct Participant or Indirect Participant; (3) the payment by DTC or any Direct Participant or Indirect Participant of any amount due to any Beneficial Owner in respect of the principal or redemption price of or interest on the Bonds; (4) the delivery by DTC or any Direct Participant or Indirect Participant of any notice to any Beneficial Owner which is required or permitted under the terms of the Indenture to be given to holders of the Bonds; (5) the selection of the Beneficial Owners to receive payment in the event of any partial redemption of the Bonds; or (6) any consent given or other action taken by DTC as a holder of the Bonds.

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BIRMINGHAM-JEFFERSON CIVIC CENTER AUTHORITY • Special Tax Bonds (Subordinate Lien), Series 2018B and Taxable Series 2018C