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Annual Continuing Disclosure Report Dated December 1, 2004 Is As Follows

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Annual Continuing Disclosure Report Dated December 1, 2004 Is As Follows ANNUAL DEVELOPMENT ACTIVITY AND DISCLOSURE REPORT For the Period Ending December 31, 2008 $50,000,000 Redevelopment Authority of Allegheny County, Pennsylvania Pittsburgh Mills Project Series 2004 Redevelopment Bonds Prepared by: MUNICAP, INC. April 14, 2009 ANNUAL DEVELOPMENT ACTIVITY AND DISCLOSURE REPORT I. UPDATED INFORMATION 1 II. INTRODUCTION 3 III. DEVELOPMENT ACTIVITY 5 A. Overview 5 B. Governmental Approvals 5 C. Status of Development 5 D. Public Improvements 12 IV. TRUSTEE ACCOUNTS 14 V. DISTRICT OPERATIONS 16 A. Special Assessments Requirement 16 B. Special Assessments Levied and Collected 21 VI. DISTRICT FINANCIAL INFORMATION 22 A. Fund Balances 22 B. Changes to the Rate and Method of Apportionment 22 C. Changes in the Ad Valorem Tax Rates 22 D. Changes in Assessed Value of Real Property 22 E. Assessed Value of Property 23 F. District Special Assessments Levied 24 G. Status of Collection of Ad Valorem and Special Assessments 24 H. Assessed Value Appeals 24 I. Principal District Taxpayers 26 J. Land Use Amendments 27 K. Public Improvements 27 L. Debt Service Schedules 28 M. Parcel Number and Legal Owner 29 VII. SIGNIFICANT EVENTS 30 A. Developer’s Significant Events 30 B. Listed Events 31 I. UPDATED INFORMATION Information updated from the Limited Offering Memorandum Annual Continuing Disclosure Report dated December 1, 2004 is as follows: • According to the developer, The Mills Limited Partnership and/or its affiliates sold its interest in Pittsburgh Mills Limited Partnership and all property in the district. • As of December 31, 2008, the developer reports that the total leaseable space in the mall is 1,059,746 square feet, consisting of 654,519 square feet for anchor stores and 405,245 square feet for specialty stores. The developer reports that leases have been signed for 626,519 square feet of the total 654,519 square feet for anchor stores in the mall, representing 95.7 percent of the leaseable space for anchor stores in the mall. • As of December 31, 2008, the developer reports that leases have been signed for 352,574 square feet of the total 405,245 square feet of leasable space for specialty stores in the mall, representing 87.0 percent of the leaseable space for specialty stores in the mall. • As of December 31, 2008, the developer reports it has began exploring the possibility of constructing a water park that would also contain a hotel complex. The facility would be attached to the mall in the area adjacent to Dick’s Sporting Goods (E-2). The overall cost of this project would exceed $60,000,000. • As of December 31, 2008, the developer reports that construction for First Commonwealth Bank, PNC Bank, Lowe’s Home Improvement, Steak ‘n Shake, Longhorn Steakhouse, Chili’s, Red Robin, Wal-Mart Supercenter, Sam’s Club, Eat N’ Park, Olive Garden, Smokey Bones, Best Buy, PetSmart, Ross, Michael’s, Office Max and Doppco Development’s is complete and open. The developer also reports that Springhill Suites, a 115-suite hotel, is open for business. • According to the developer, as of December 31, 2008, there have been 20 lots sold, totaling approximately 128.9 acres, within the village and pad sites. • The developer reports that lot M-8 was under sale negotiations for a hotel site, but is currently on hold as of December 31, 2008. • According to the Treasurer’s Office of Allegheny County, the 2008 ad valorem tax rates for Allegheny County and Frazer Township remained the same from 2007. The ad valorem rate for Deer Lakes School District increased from $24.035 to $25.323 (.025323 mills) per $1000 of assessed value from tax year 2007 to tax year 2008. As a result, the total ad valorem tax rate increased from $30.275 to $31.563 (0.031563 mills) per $1000 of assessed value for 2008 tax year. • As of June 26, 2008, the assessed value for all parcels in the district is equal to $247,207,555, compared to a total assessed value of $252,670,255 in 2007. This reduction is due to successful assessment appeals. • Total property taxes in the amount of $7,511,516 for the 2007 tax year were collected by Frazer Township, Deer Lakes School District, and Allegheny County in the amount of $394,624, $5,955,569, and $1,161,323, respectively. After distributions, the total amount of TIF revenues distributed to the Authority was $5,899,594. Page 1 • Total property taxes in the amount of $7,463,552 for the 2008 tax year were collected by Frazer Township, Deer Lakes School District, and Allegheny County in the amount of $371,284, $5,988,446, and $1,103,823, respectively. After distributions, the total amount of TIF revenues distributed to the Authority was $5,863,894. • There were no special assessments to be collected for tax year 2008. • As of December 31, 2008, there have been eight parcels subject to appeals of assessed value. The assessed value of the parcels was contested based on the current land use of the properties. On February 15, 2008, the Board of Property Assessment, Appeals and Review of Allegheny County approved the tax assessment appeals. As of December 31, 2008, there are no other parcels subject to tax assessment appeals. • Lowe’s Home Centers, Inc., Pittsburgh Mills Limited Partnership, Sam’s Real Estate Business Trust and Wal-Mart Real Estate Business Trust paid 5.79 percent, 61.72 percent, 5.26 percent, and 6.97 percent, respectively, of total property taxes. No special assessments were levied. • According to the developer, on December 27, 2006, Morgan Stanley Mortgage Corporation approved a loan to Pittsburgh Mills LP. The terms of the loan provided a repayment schedule of five years with no option for extension and payments of interest only during the loan period. The balance on the loan is $133,000,000, with an interest rate of 6.370%, maturing on January 8, 2012 with a prepayment privilege upon defeasance. • According to the developer, on December 27, 2006, RREEF Structured Debt Fund Transwestern Mezzanine Realty Partners approved a loan to Pittsburgh Mills LP. The terms of the loan provided a repayments schedule of five years with no option for extension and payments of interest only during the loan period. As of December 31, 2008, the balance on the loan is $32,500,000 with an interest rate equal to the 30-day London Interbank Offered Rate (LIBOR) plus 5.50%, maturing on January 8, 2012 with a prepayment privilege. The developer reports the additional advance feature of $9,000,000 was terminated within the term of the loan and therefore no longer exists. Prior to termination, the additional advance of $9,000,000 had not been drawn. Page 2 II. INTRODUCTION The Redevelopment Authority of Allegheny County, Pennsylvania issued the $50,000,000.00 Series 2004 Redevelopment Bonds. The 2004 Redevelopment Bonds were issued pursuant to the provisions of the Pennsylvania Tax Increment Financing Act (the “TIF Act”), and an Indenture of Trust, dated as of December 1, 2004 (the “Indenture”), by and between the Redevelopment Authority of Allegheny County (the “Authority”) and Wells Fargo Bank, National Association, as trustee Pittsburgh Mills is an approximately 312-acre retail and entertainment destination campus being developed and managed by Pittsburgh Mills Limited Partnership and its affiliates in Frazer Township, Pennsylvania. At completion, the development is expected to contain: (a) The Galleria at Pittsburgh Mills, an enclosed retail and entertainment center which will total approximately 1,136,000 square feet on approximately 90 acres of land (the “Mall”); and (b) The Village at Pittsburgh Mills, approximately 109 acres of land to be sold or leased to large-box, full-price and value retailers, restaurant operators and other users (the “Village”) and (c) approximately 26 acres of land to be sold for retail and other uses (the “Pad Sites”). The development is located in the Allegheny Valley of Southwestern Pennsylvania in Frazer Township, Pennsylvania, 16 miles northeast of downtown Pittsburgh on State Route 28. The development may be accessed within minutes from the Pennsylvania Turnpike. Pittsburgh Mills is expected to cater to a population within a market radius of 40 miles and an expected population of 2.4 million people. The property in the district is currently being developed by Pittsburgh Mills Limited Partnership. At completion, the mall is expected to feature approximately 10 anchor stores occupying approximately 700,000 square feet and approximately 170 in-line retail, restaurants and food court retailers occupying approximately 410,000 square feet of small shop space. The mall layout is planned as a one-level “race-track” design with standard “Mills” features such as hardwood floors, colorful courts and mall neighborhoods. At completion, the village is expected to include approximately 10 large-box retail stores, full-price and value retailers, a limited service hotel, a theme restaurant, a gasoline station, a convenience store, a fast food restaurant and other retail uses. The pad sites are expected to be developed simultaneously with the village. The pad sites are expected to include auto dealerships, financial institutions, a gasoline station and restaurants. The information provided herein is not intended to supplement or otherwise relate to the information provided in the Limited Offering Memorandum and any such intent is expressly disavowed. Rather, this report responds to the specific requirements of the continuing disclosure agreement. No representation is made as to the materiality or completeness of the information provided herein or as to whether other relevant information exists with respect to the period covered by this report. Other matters or events may have occurred or become known during or since that period that may be material.
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