OFFICIAL STATEMENT

NEW ISSUE – BOOK-ENTRY ONLY Rating: S&P “A-1” (see “RATING” herein) CUSIP: 505500AA 6 In the opinion of Stevens & Lee, P.C.,Scranton, Pennsylvania, Bond Counsel, assuming continuing compliance by the Authority with certain covenants to comply with provisions of the Internal Revenue Code of 1986, as amended (the “Code”) and any applicable regulations thereunder, interest on the Bonds is not includable in gross income under Section 103(a) of the Code and interest on the Bonds is not an item of tax preference for purposes of the federal individual and corporate alternative minimum taxes, except as set forth under the heading “Tax Exemption and Other Tax Matters” in this Official Statement. Other provisions of the Code may affect the purchasers and holders of the Bonds. See “Tax Exemption and Other Tax Matters” herein for a brief description of these provisions.

Under the laws of the Commonwealth of Pennsylvania, the Bonds and the interest thereon shall be free from taxation for State and local purposes within the Commonwealth of Pennsylvania, but this exemption does not extend to gift, estate, succession or inheritance taxes or any other taxes not levied or assessed directly on the Bonds or the interest thereon. Under the laws of the Commonwealth of Pennsylvania, profits, gains or income derived from the sale, exchange or other disposition of the Bonds, shall be subject to State and local taxation within the Commonwealth of Pennsylvania.

MULTI-PURPOSE STADIUM AUTHORITY OF LACKAWANNA COUNTY Lackawanna County, Pennsylvania $18,970,000 Variable Rate Demand Hotel Room Rental Tax Revenue Bonds Series of 2013

DATED: Date of Delivery DUE: July 1, 2036 The Variable Rate Demand Hotel Room Rental Tax Revenue Bonds, Series of 2013, in the aggregate principal amount of $18,970,000 are being issued by the Multi- Purpose Stadium Authority of Lackawanna County (the “Authority”), a municipal authority incorporated under the laws of the Commonwealth of Pennsylvania by the County of Lackawanna (the “County”), pursuant to a Trust Indenture dated as of November 1, 2013 (the “Indenture”), from the Authority to Community Bank, N.A. and a resolution adopted by the Authority on October 23, 2013. The Bonds will be issued in fully registered form in denominations of $100,000 or integral multiples of $5,000 in excess thereof. The Bonds will bear interest at the Weekly Rate or Fixed Rate as determined in accordance with the Indenture. Initially, the Bonds will bear interest at the Weekly Rate. Interest on the Bonds bearing interest at the Weekly Rate is payable monthly on the first Business Day of each month, commencing December 2, 2013. The Weekly Rate borne by the Bonds may not exceed 12% per annum. The Bonds will be issued only as fully registered bonds without coupons and, when issued, will be registered in the name of Cede & Co., as registered owner and nominee for the Depository Trust Company, New York, New York (“DTC”). DTC will act as securities depository for the Bonds. Purchases of beneficial interests in the Bonds will be made in book-entry form, in denominations of $100,000 or any integral multiple of $5,000 in excess thereof. Purchasers will not receive certificates representing their interest in the Bonds purchased. So long as Cede & Co. is the registered owner, as nominee of DTC, references herein to the Bondholders or registered owners shall mean Cede & Co., as aforesaid and shall not mean the Beneficial Owners of the Bonds. See “THE BONDS – Book-Entry Only System” herein. If the Book-Entry Only System is discontinued, the interest on the Bonds will be payable by check drawn on the Trustee, mailed to the registered owners thereof whose names and addresses appear at the close of business on the Record Date (hereinafter defined) on the registration books maintained by the Trustee or by wire transfer as more particularly described herein. The principal of the Bonds will be payable upon surrender at the corporate trust office of the Trustee in Scranton, Pennsylvania. The Bonds are issued under and secured by the Indenture. The obligation of the Authority to pay debt service requirements on the Bonds is secured solely by and payable exclusively from Hotel Tax Revenues (as defined in the Indenture), amounts on deposit in certain funds and accounts held under the Indenture consisting of Bond proceeds, and proceeds of the Letter of Credit (defined below). From the date of the original issuance of the Bonds through the Expiration Date described herein, principal and interest (including upon tender, redemption, maturity or acceleration) will be payable from the proceeds of drawings made by the Trustee under an irrevocable direct pay letter of credit (the “Letter of Credit”) issued with respect to the Bonds by

PNC BANK, NATIONAL ASSOCIATION

(the “Bank”). The Letter of Credit will permit the Trustee to draw, subject to terms and conditions thereof with respect to the Bonds, up to: (a) an amount equal to the outstanding principal amount of the Bonds (i) to pay the principal of the Bonds when due at maturity, upon redemption or upon acceleration; and (ii) to pay a portion of the purchase price of the Bonds tendered and not remarketed corresponding to the principal of such Bonds; plus (b) an amount equal to 53 days interest on the Bonds at the rate of 12% per annum while the Bonds are in the Weekly Rate Mode (i) to pay interest on the Bonds when due; and (ii) to pay a portion of the purchase price of the Bonds tendered and not remarketed corresponding to the accrued interest on such Bonds. The Letter of Credit will terminate on November 15, 2016 or upon an earlier occurrence of certain events described therein and herein and may be extended or replaced as described therein and herein. The Bonds in the Weekly Rate Mode will be purchased at the option of the holder thereof, at the principal amount thereof, plus accrued interest, if any, at the times and subject to the conditions described herein. The Bonds are subject to optional and mandatory redemption, and optional and mandatory tender as described herein. The Bonds, together with interest to be earned on the proceeds thereof and certain other funds available to the Authority for such purpose, will be used to provide funds for and towards: (1) the current refunding of the Authority’s outstanding Hotel Room Rental Tax Revenue Note, Series A of 2012 (the “Series A of 2012 Note”); (2) the current refunding of the Authority’s outstanding Hotel Room Rental Tax Revenue Note, Series B of 2012 (the “Series B of 2012 Note”), (3) the current refunding of the Authority’s Stadium Facility Revenue Note, Series of 2012; and (4) paying the costs and expenses of issuing the Bonds. THE BONDS DO NOT PLEDGE THE CREDIT OR TAXING POWER OF LACKAWANNA COUNTY, THE COMMONWEALTH OF PENNSYLVANIA OR ANY POLITICAL SUBDIVISION THEREOF. THE PRINCIPAL OR PREMIUM, IF ANY, AND INTEREST ON THE BONDS ARE PAYABLE SOLELY AND EXCLUSIVELY FROM HOTEL TAX REVENUES, AMOUNTS MAINTAINED UNDER THE INDENTURE OR AMOUNTS DRAWN UNDER THE LETTER OF CREDIT. THE AUTHORITY HAS NO TAXING POWER. This cover page contains certain information for quick reference only. It is not a summary of this issue. Investors must read the entire Official Statement including the Appendices hereto to obtain information essential to making an informed investment decision.

The Bonds are offered for delivery when, as and if issued by the Authority and received by the Underwriters subject to the approving legal opinion of Stevens & Lee, P.C., Scranton, Pennsylvania, Bond Counsel. Certain legal matters will be passed upon for the Authority by its Solicitor, Frank J. Tunis, Esquire, of Wright & Reihner PC, Scranton, Pennsylvania. Financial S&Lutions LLC, Reading, Pennsylvania, has acted as financial advisor to the Authority in connection with the issuance of the Bonds. Certain legal matters with respect to the Letter of Credit will be passed upon for the Bank by its counsel, Ballard Spahr LLP, Philadelphia, Pennsylvania. It is expected that the Bonds will be available for delivery through the facilities of DTC in New York, New York, on or about November 15, 2013.

The date of this Official Statement is November 4, 2013

MULTI-PURPOSE STADIUM AUTHORITY OF LACKAWANNA COUNTY

AUTHORITY MEMBERS

Christopher Munley Chairman James P. Connor Vice Chairman Anthony Zaleski Secretary Joseph Nocera Assistant Secretary William Jenkins Treasurer

AUTHORITY SOLICITOR

Frank J. Tunis, Esquire of Wright & Reihner PC Scranton, Pennsylvania

BOND COUNSEL

Stevens & Lee, P.C. Scranton, Pennsylvania

TRUSTEE

Community Bank, N.A. Scranton, Pennsylvania

UNDERWRITER and REMARKETING AGENT

PNC Capital Markets LLC Pittsburgh, Pennsylvania

FINANCIAL ADVISOR

Financial S&Lutions LLC Reading, Pennsylvania

This Official Statement does not constitute an offer to sell or a solicitation of an offer to buy the Bonds in any jurisdiction to any person to whom it is unlawful to make such offer in such jurisdiction. No dealer, sales representative or any other person has been authorized by the Authority or the Underwriter to give any information or make any representation, other than those contained herein, in connection with the offering of or solicitation for the Bonds, and if given or made, such information or representation must not be relied upon.

Information set forth herein was obtained from officials of the Authority and other sources which are considered reliable and is not to be construed as a representation of the Underwriter.

IN CONNECTION WITH THIS OFFERING, THE UNDERWRITER MAY EFFECT TRANSACTIONS THAT STABILIZE OR MAINTAIN THE MARKET PRICE OF THE BONDS AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.

The information, estimates and expressions of opinion in this Official Statement are subject to change without notice. Neither the delivery of the Official Statement nor any sale of the Bonds shall, under any circumstances, create any implication that there has been no material change in the affairs of the Authority since the date of this Official Statement.

The Underwriter has provided the following sentence for inclusion in the Official Statement: The Underwriter has reviewed the information in this Official Statement in accordance with, and as part of, its responsibilities to investors under the federal securities law as applied to the facts and circumstances of this transaction, but the Underwriter does not guarantee the accuracy or completeness of such information.

The Bonds are not and will not be registered under the Securities Act of 1933, as amended, or under any state securities laws, and the Indenture has not been and will not be qualified under the Trust Indenture Act of 1939, as amended, because of available exemptions therefrom. Neither the Securities and Exchange Commission, nor any federal, state, municipal, nor other governmental agency, will pass upon the accuracy, completeness, or adequacy of this Official Statement.

TABLE OF CONTENTS PAGE

Introductory Statement ...... 1 The Bonds ...... 2 Security for the Bonds ...... 11 Description of Certain Provisions of the Trust Indenture ...... 12 The Letter of Credit ...... 15 The Reimbursement Agreement ...... 16 The Remarketing Agreement ...... 18 The Authority ...... 19 The 2013 Swap ...... 19 Sources and Uses of Funds ...... 20 Legal Matters ...... 20 Tax Exemption and Other Tax Matters ...... 21 Continuing Disclosure ...... 23 Certain Risk Factors ...... 24 Certain Relationships ...... 25 Underwriting ...... 25 Financial Advisor ...... 25 Rating ...... 25 Miscellaneous ...... 26

APPENDIX A - THE BANK APPENDIX B - PROPOSED FORM OF BOND COUNSEL OPINION APPENDIX C - THE STADIUM

The Table of Contents does not list all of the subjects in this Official Statement and in all instances reference should be made to the complete Official Statement to determine the subjects set forth herein.

[ THIS PAGE INTENTIONALLY LEFT BLANK ]

OFFICIAL STATEMENT

$18,970,000 MULTI-PURPOSE STADIUM AUTHORITY OF LACKAWANNA COUNTY Commonwealth of Pennsylvania Variable Rate Demand Hotel Room Rental Tax Revenue Bonds, Series of 2013

INTRODUCTORY STATEMENT

Purpose of Official Statement

The purpose of this Official Statement, including the cover page and attached Appendices, is to set forth information concerning the Multi-Purpose Stadium Authority of Lackawanna County (the “Authority”) and the $18,970,000 Variable Rate Demand Hotel Room Rental Tax Revenue Bonds, Series of 2013 (the “Bonds”) to be issued pursuant to a Trust Indenture dated as of November 1, 2013 (the “Indenture”), from the Authority to Community Bank, N.A., Scranton, Pennsylvania, as trustee (the “Trustee”). The Bonds are being issued pursuant to the provisions of the Pennsylvania Municipality Authorities Act, 53 Pa.C.S. §5601 et. seq., as amended and supplemented (the “Act”), a resolution of the Authority adopted October 23, 2013, and the Indenture.

On or after the date the Bonds are converted to bear interest at a Fixed Rate, owners and prospective purchasers of the Bonds should not rely on the information contained in this Official Statement, but should refer solely to the revisions, supplements, substitutions or additions to this Official Statement, or any new offering materials for current information pertaining to the Authority, the Bank, if any, and the Bonds.

Purpose of Bonds

The Bonds, together with interest to be earned on the proceeds thereof and certain other funds available to the Authority for such purpose, will be used to provide funds for and towards: (1) the current refunding of the Authority’s outstanding Hotel Room Rental Tax Revenue Note, Series A of 2012 (the “Series A of 2012 Note”); (2) the current refunding of the Authority’s outstanding Hotel Room Rental Tax Revenue Note, Series B of 2012 (the “Series B of 2012 Note”), (3) the current refunding of the Authority’s Stadium Facility Revenue Note, Series of 2012 (the “Series C of 2012 Note”, and together with the Series A of 2012 Note and the Series B of 2012 Note, the “2012 Notes”); and (4) paying the costs and expenses of issuing the Bonds.

Authorization of Bonds

The Bonds are being issued pursuant to the laws of the Commonwealth of Pennsylvania, particularly the Act. The Bonds are authorized by a Resolution of the Authority (the “Resolution”), adopted on October 23, 2013.

Plan of Financing

The 2012 Notes have been called for redemption and payment in full on the date of issue of the Bonds, November 15, 2013.

Security for the Bonds

Payment of principal, purchase price of and interest on the Bonds is secured by and expected to be payable exclusively from proceeds of drawings under the Letter of Credit. Bondholders should not rely on any other security or source of funds, other than the Bank, for the payment of principal, purchase price of and interest on the Bonds.

1

Under the Indenture, the principal and purchase price of, and interest on, the Bonds are payable from amounts paid to the Trustee by or on behalf of the Authority, which payments will be made solely and exclusively from Hotel Tax Revenues (as defined in the Indenture), proceeds of the Letter of Credit, and proceeds of the Bonds maintained under the Indenture.

A Debt Service Reserve Fund to be funded from available Hotel Tax Revenues will be established under the Indenture for the Bonds. See “SECURITY FOR THE BONDS” below.

NO REPRESENTATION IS MADE CONCERNING THE FINANCIAL STATUS OF THE AUTHORITY OR PROSPECTS, VALUE OR FINANCIAL VIABILITY OF THE STADIUM (AS FURTHER DESCRIBED IN APPENDIX C-THE STADIUM). PROSPECTIVE PURCHASERS OF THE BONDS ARE ADVISED TO PLACE PRINCIPAL RELIANCE FOR PAYMENT OF PRINCIPAL, PREMIUM, IF ANY, PURCHASE PRICE OF AND INTEREST ON THE BONDS UPON THE LETTER OF CREDIT. AN EVENT OF DEFAULT UNDER THE REIMBURSEMENT AGREEMENT (AS HEREINAFTER DEFINED), INCLUDING, AMONG OTHER THINGS, THE AUTHORITY’S FAILURE TO PAY ITS REIMBURSEMENT OBLIGATIONS OR COMPLY WITH ITS COVENANTS THEREUNDER, WILL PERMIT THE BANK TO CAUSE AN EVENT OF DEFAULT UNDER THE INDENTURE WHICH COULD REQUIRE THE TRUSTEE TO DECLARE THE BONDS TO BE IMMEDIATELY DUE AND PAYABLE. SEE “LETTER OF CREDIT” AND “THE REIMBURSEMENT AGREEMENT” HEREIN.

This Official Statement contains descriptions of and summaries of various documents including the Bonds, the Indenture, the Letter of Credit and the Reimbursement Agreement. Such descriptions and summaries are qualified by reference to the complete text of such documents. Final copies of such documents may be obtained from the Authority. A brief description of the Bank is included in Appendix A.

This Official Statement also contains descriptions of and summaries concerning the Authority, the Stadium, the Hotel Room Rental Tax, the plan of finance and the purpose of the issuance of the Bonds. Such information was supplied by, or is based upon information supplied by Authority officials who have approved the inclusion of such information in this Official Statement.

THE BONDS

General

The Bonds are being offered on the basis of the financial strength of the Bank, and on the basis of the Letter of Credit and not on the basis of the credit of the Authority, Hotel Tax Revenues, revenues of the Stadium or other security.

The Bonds will be dated the date of their original issuance and delivery (the “Issue Date”), will mature, unless previously called for redemption, on July 1, 2036 and will bear interest at the rates determined from time to time in the manner set forth herein. The Bonds will bear interest from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid or provided for, from the Issue Date. Interest on the Bonds bearing interest at the Weekly Rate will be payable on the first Business Day of each month commencing December 2, 2013 (each an “Interest Payment Date”) until maturity, optional or mandatory tender, or prior redemption. The Bonds will be issued only as fully registered Bonds without coupons and, in the denomination of $100,000, or any integral multiple of $5,000 in excess thereof.

The Bonds are subject to optional and mandatory purchase on the following dates (each a “Purchase Date”): (a) with respect to any optional tender for purchase of Bonds in the Weekly Rate Mode, any Business Day designated by the Beneficial Owner of such Bonds in a Bondholder Tender Notice as described herein under “Purchase of Bonds in Weekly Rate Mode on Demand of Owners”’ and (b) with respect to any mandatory purchase: (1) in the case of the Bonds which are to be purchased upon conversion from the Weekly Rate Mode to the Fixed Rate Mode, the applicable Conversion Date, or if such Conversion Date is not a Business Day, the first Business Day immediately following such Conversion Date; (2) in the case of Bonds to be purchased in anticipation of the expiration or substitution of the Letter of Credit, the Interest Payment Date immediately preceding the Expiration Date of the Letter of Credit or, in the case of

2 substitution, on the date of substitution; and (3) in the case of Bonds to be purchased at the direction of the Bank, on the purchase date stipulated by the Bank pursuant to the Indenture.

Principal of and premium, if any, on the Bonds will be payable upon presentation and surrender of the Bonds at the corporate trust office of the Trustee located in Scranton, Pennsylvania and, at the written request of the owner of at least $1,000,000 aggregate principal amount of such Bonds, by wire transfer as described herein. Interest on the Bonds will be paid on the applicable Interest Payment Date by check mailed to the owners of the Bonds shown as the registered owners on the registration books maintained by the Trustee as registrar at the close of business on the last Business Day preceding such Interest Payment Date, for Bonds in the Weekly Rate Mode. The interest and the principal or redemption price and purchase price becoming due on the Bonds shall, at the written request of the registered owner of at least $1,000,000 aggregate principal amount of such Bonds received by the Trustee at least two Business Days before the corresponding Regular Record Date or maturity, redemption or purchase date, if the Bonds are in book-entry only form or three Business Days before the corresponding Regular Record Date if the Bonds are certificated, be paid by wire transfer within the continental United States in immediately available funds to the bank account number of the registered owner specified in such request and entered by the Trustee on the Bond Register. See “BOOK-ENTRY-ONLY SYSTEM” below. The Bonds will be initially issued in the name of CEDE & Co., as nominee for The Depository Trust Company “DTC”) which will act as securities depository for the Bonds.

If sufficient funds for the payment of interest becoming due on any Interest Payment Date are not on deposit with the Trustee on such date, the interest so becoming due shall forthwith cease to be payable to the registered owners otherwise entitled thereto as of such date. If sufficient funds thereafter become available for the payment of such overdue interest, the Trustee shall establish a special interest payment date (“Special Interest Payment Date”) on which such overdue interest shall be paid and a special record date (“Special Record Date”) which shall be a business day, for determining the holders entitled to such payments. Notice of each date so established shall be mailed to each holder at least 10 days prior to the Special Record Date, and not more than 25 days prior to the Special Interest Payment Date.

Community Bank, N.A. is Trustee under the Indenture and has a corporate trust office located in Scranton, Pennsylvania. The Trustee shall act as registrar, paying agent, tender agent and transfer agent for the Bonds.

PNC Capital Markets LLC has been appointed to serve as the Remarketing Agent by the Authority. The principal office of the Remarketing Agent is located at 1600 Market Street, 21st Floor, Philadelphia, Pennsylvania, 19103. The Remarketing Agent may be removed and replaced by the Authority in accordance with the terms and provisions of the Remarketing Agreement and the Indenture.

As used herein, “Business Day” means any day other than a Saturday or Sunday or a day on which banks located in Philadelphia, Pennsylvania, or in any other city in which the corporate trust office of the Trustee or the office of the Bank at which drawing documents are required to be presented under the Letter of Credit is located or the principal office of the Remarketing Agent, are required or authorized to close or are not prohibited by law from closing or on which the New York Stock Exchange is closed.

Interest Modes

The Bonds initially shall bear interest at a Weekly Rate, subject to conversion to a Fixed Rate (as described below). A “Weekly Rate” is an interest rate determined and adjusted weekly for each Weekly Rate Period as described below. While the Bonds bear interest at a Weekly Rate, interest shall be payable on the first Business Day of each month (each, an “Interest Payment Date”), commencing December 2, 2013 computed on the basis of a year of 365 or 366 days, as appropriate for the number of days actually elapsed. While the Bonds bear interest at a Weekly Rate, the interest rate on the Bonds may not exceed 12% per annum.

3

Weekly Rate. A Weekly Rate shall be determined for each Weekly Rate Period as described below. On each Weekly Rate Calculation Date, the Remarketing Agent shall determine the Weekly Rate (for the Weekly Rate Period commencing on the next day, Thursday) as the rate which if borne by the Bonds would be, in the judgment of the Remarketing Agent, taking into account prevailing financial market conditions, the lowest interest rate necessary to enable the Remarketing Agent to arrange for the sale of all of the outstanding Bonds at a price equal to the principal amount thereof, plus accrued interest thereon. In no event shall any Weekly Rate exceed 12% per annum. As used herein, “Weekly Rate Calculation Date” means Wednesday in each calendar week or, if any Wednesday is not a Business Day, the first Business Day preceding such Wednesday, and a “Weekly Rate Period” means the seven-day period commencing on the first Thursday following the corresponding Weekly Rate Calculation Date and running through Wednesday of the following calendar week, except that: (i) the first Weekly Rate Period shall commence on the Issue Date and end on and include the first Wednesday occurring on or after the Issue Date; (ii) the first Weekly Rate Period following a conversion from a Weekly Rate Mode shall commence on the date of such conversion and end on and include the first Wednesday occurring after such conversion date; and (iii) the last Weekly Rate Period prior to a conversion from the Weekly Rate Mode to a Fixed Rate Mode shall end on and include the last day immediately preceding the date of such conversion.

If for any reason the Remarketing Agent does not determine a Weekly Rate for any Weekly Rate Period as aforesaid, or if a court of competent jurisdiction holds a rate for any Weekly Rate Period to be invalid or unenforceable, the Weekly Rate for that Weekly Rate Period shall be equal to the Weekly Rate in effect for the immediately preceding Weekly Rate Period. The Weekly Rate for any consecutive succeeding Weekly Rate Period for which the Remarketing Agent does not determine a Weekly Rate, or a court holds a rate to be invalid or unenforceable, shall be 135% of the Securities Industry and Financial Markets Association Municipal Swap Index (the “SIFMA Index”) (such index previously known as the “Bond Market Association Municipal Swap Index” and the “PSA Municipal Swap Index”) announced by Municipal Market Data (or a replacement announcer of the SIFMA Index designated in writing by the Authority to the Trustee and the Remarketing Agent); provided that if Municipal Market Data or such replacement announcer does not announce the SIFMA Index on a day on which a Weekly Rate is to be set, the Weekly Rate shall be 135% of a comparable index selected by the Authority announced by Municipal Market Data or such replacement announcer at such time, on the rate determination date and based upon the weekly interest rate resets of tax-exempt variable rate issues included in a database maintained by Municipal Market Data which meets specified criteria established by the Securities Industry and Financial Markets Association. The SIFMA Index shall be based upon current yields of high-quality weekly adjustable variable rate demand bonds which are subject to tender upon seven days notice, the interest on which is tax-exempt and not subject to any personal “alternative minimum tax” or similar tax under the Code unless all tax-exempt securities are subject to such tax.

No notice of Weekly Rates will be given to the registered owners of the Bonds; however, the registered owners may obtain Weekly Rates from the Trustee or the Remarketing Agent upon request therefore. The determination of the Weekly Rate by the Remarketing Agent shall be conclusive and binding upon the Authority, the Trustee, the Remarketing Agent, the Bank and the registered owners of the Bonds.

Conversion. The Indenture provides that the Authority shall have the option to convert the Bonds from the Weekly Rate Mode to the Fixed Rate Mode on any Conversion Date the Authority shall select; provided that each Conversion Date shall be an Interest Payment Date. The Authority may exercise its option to convert the Bonds to a Fixed Rate only one time. The Authority may exercise such option by giving written notice to the Trustee, the Remarketing Agent and the Bank stating its election to convert the Rate Mode of the Bonds specified in such notice and stating the Conversion Date therefore, not less than 45 days (or such shorter period as shall be acceptable to the Trustee) prior to such Conversion Date. Notice of the exercise of an option to convert from the Weekly Rate Mode to the Fixed Rate Mode shall not be effective unless certain conditions set forth in the Indenture are satisfied with respect to such conversion. In the case of a conversion, the Trustee shall give notice by first class mail (postage prepaid) to the registered owners of the Bonds not less than 30 days prior to the proposed Conversion Date stating; (i) that the interest rate on such Bonds is scheduled to be converted to a Fixed Rate through the maturity date; (ii) the proposed Conversion Date; (iii) that the Authority may determine not to convert the Bonds not later than 10 days prior to the Conversion Date, in which case the Trustee shall notify the registered owners of the Bonds in writing to such effect; and (iv) that all outstanding Bonds will be subject to a mandatory purchase on the Conversion Date, or if such Conversion Date is not a Business Day, the first Business Day immediately following such Conversion Date, at a price of par plus accrued interest. Upon each conversion, the Bonds shall be subject to mandatory purchase on the Conversion Date, or if such Conversion Date is not a Business Day, the 4 first Business Day following such Conversion Date. As used herein, “Conversion Date” means any Interest Payment Date on which the Bonds are converted to the Fixed Rate Mode.

Redemption Provisions

Optional Redemption During Weekly Rate Mode. While the Bonds are in the Weekly Mode, the Bonds may be redeemed by the Authority, in whole at any time or in part on any Interest Payment Date, as provided in the Indenture, at a redemption price equal to 100% of the principal amount thereof being redeemed plus accrued interest to the redemption date.

Bonds will only be called for optional redemption if (i) Available Monies or monies drawn from the Letter of Credit are available in the Bond Fund, or (ii) the Bank has given its consent to such redemption.

Mandatory Sinking Fund Redemption. The Bonds are subject to mandatory sinking fund redemption prior to maturity, in part as drawn by lot by the Trustee, on July 1 in each of the years and in the respective amounts set forth below, from monies required to be deposited therefor in the Bond Fund provided for in the Indenture. Mandatory sinking fund redemptions shall be made at a redemption price equal to the principal amount of the Bonds to be redeemed, plus accrued interest to the redemption date.

Redemption Date (July 1) Amount 2014 $780,000.00 2015 640,000.00 2016 655,000.00 2017 670,000.00 2018 685,000.00 2019 700,000.00 2020 720,000.00 2021 735,000.00 2022 755,000.00 2023 770,000.00 2024 790,000.00 2025 810,000.00 2026 825,000.00 2027 845,000.00 2028 865,000.00 2029 890,000.00 2030 910,000.00 2031 930,000.00 2032 955,000.00 2033 975,000.00 2034 1,000,000.00 2035 1,020,000.00 2036 1,045,000.00*

*at maturity

Mandatory Redemption Upon Determination of Taxability. Upon the occurrence of a Determination of Taxability, the Bonds bearing interest in the Weekly Rate are subject to mandatory redemption in whole prior to maturity by the Authority at a redemption price equal to 100% of the outstanding principal amount thereof plus accrued interest to the redemption date, at the earliest practicable date selected by the Trustee, after consultation with the Authority, but in no event later than 90 days following the Trustee’s receipt of written notification of the Determination of Taxability.

5

If the Trustee receives written notice that a Determination of Taxability has occurred, the Trustee shall forthwith consult with the Authority and the Bank and thereafter (if a Determination of Taxability has in fact occurred, as to which the Trustee may rely on an opinion of counsel) proceed to enforce payments under the Indenture, in respect of the necessary redemption price and to redeem the Bonds as soon as practicable after the date the Trustee first receives written notice of the Determination of Taxability.

All of the Bonds outstanding on the redemption date selected shall be redeemed by the Authority on that date, except that Bonds for the payment or redemption of which sufficient monies or investments are held by the Trustee shall be redeemed on the redemption date in accordance with the terms of the Indenture and not otherwise.

Partial Redemption. In the event of a partial redemption of the Bonds through Optional Redemption, the amount of future Mandatory Sinking Fund Redemptions with respect to such Bonds will be reduced to take into account such partial redemption (a) as specified by the Authority, with the consent of the Bank, if any or (b) in the event that the Authority fails to so specify to the Trustee, in inverse order of redemption dates.

Effect of Redemption. If the Authority deposits with the Trustee funds sufficient to pay the principal or redemption price of any Bond becoming due at maturity, by call for redemption or otherwise, together with interest accrued to the due date, interest on such Bond will cease to accrue on the due date, and thereafter the holder will be restricted to the funds so deposited as provided in the Indenture.

Redemption Notice. The Trustee is required to cause notice of the redemption, identifying the Bonds or portions thereof to be redeemed, to be sent by first class mail (postage prepaid), not more then 60 days and not less than 15 days prior to the date set for redemption of all or part of the Bonds, to the registered owner of each Bond to be redeemed at such owner’s registered address. So long as the Bonds or any portion thereof are held by DTC, the Trustee shall send each notice of redemption of Bonds to DTC.

If at the time of mailing of notice of any optional redemption there shall not have been deposited moneys in the Bond Fund established under the Indenture available to redeem all the Bonds called for redemption, such notice may state that it is conditional, that it is subject to the deposit of such redemption moneys in the Bond Fund not later than 12:00 noon on the redemption date, in which case such notice shall be of no effect unless moneys are so deposited.

If less than all Bonds are to be redeemed, the selection of the Bonds to be redeemed shall be made by the Trustee as stated above; provided that any outstanding Pledged Bonds shall be redeemed first and any outstanding Authority Bonds shall be redeemed second to the extent moneys are available therefore. As used herein, “Pledged Bonds” means Bonds purchased with unreimbursed draws on the Letter of Credit and “Authority Bonds” means Bonds (other than Pledged Bonds) registered in the name of the Authority. In the case of a partial redemption of Bonds when Bonds of denominations greater than $100,000 are then outstanding, each Bond may be partially redeemed only if the remaining unredeemed portion of such Bond is in the principal amount of $100,000 or any integral multiple of $5,000 in excess of $100,000.

Purchase of Bonds in Weekly Rate Mode on Demand of Owners

While the Bonds are in a Weekly Rate Mode, any Bond (or portion thereof in an authorized denomination) shall be purchased on the demand of the owner thereof, on any Business Day designated by such owner in a Bondholder Tender Notice (hereinafter defined) (the “Purchase Date”), at a purchase price equal to 100% of the principal amount thereof plus accrued interest, if any, to the Purchase Date, provided such owner delivers to the Trustee at its corporate trust office or a designated delivery office and to the Remarketing Agent at its principal office a written notice (a “Bondholder Tender Notice”) not less than seven (7) days prior to the Purchase Date. Such Bondholder Tender Notice shall state the principal amount of each Bond or portion thereof to be purchased and the Purchase Date. By delivering the Bondholder Tender Notice, the owner irrevocably agrees to deliver the Bond or Bonds described therein (if such Bonds are in certificated form) duly endorsed for transfer in blank and with guarantee of signature satisfactory to the Trustee, to the corporate trust office or a designated delivery office or any other address designated by the Trustee at or before 11:00 a.m. on the Purchase Date. The determination by the Trustee of a Holder’s compliance with the requirements of the Bondholder Tender Notice and of Bond delivery requirements is in its sole discretion and shall be

6 binding on the Authority, the Remarketing Agent, the Bank and the holders of the Bonds. Any Bondholder Tender Notice which the Trustee determines is not in compliance with the Indenture shall be of no force or effect.

SO LONG AS THE BONDS ARE HELD IN BOOK-ENTRY FORM BY DTC, THE BENEFICIAL OWNER OF BONDS IS RESPONSIBLE FOR SUBMITTING THE BONDHOLDER TENDER NOTICE AND SHALL BE TREATED AS THE OWNER FOR SUCH PURPOSE.

Any election by a Holder to tender a Bond (or portion thereof) for purchase on a Business Day shall be irrevocable and shall be binding on the Holder making such election and on any transferee of such Holder. Each Bondholder Tender Notice shall automatically constitute: (i) an irrevocable offer to sell the Bond (or portion thereof) to which such notice relates on the Purchase Date at a price equal to the purchase price of such Bond (or portion thereof) described above; (ii) an irrevocable authorization and instruction to the Trustee to effect transfer of such Bond (or portion thereof) upon payment of the purchase price to the Trustee on the Purchase Date; (iii) with respect to a tender of a portion of a Bond, an irrevocable authorization and instruction to the Trustee to effect the exchange of such Bond in part for other Bonds in a principal amount equal to the retained portion so as to facilitate the sale of the tendered portion of such Bonds; and (iv) an acknowledgement that such owner will have no further rights with respect to such Bond (or portion thereof) upon payment of the purchase price thereof to the Trustee on the Purchase Date, except for the right of such owner to receive such purchase price upon surrender of such Bond, if held in certificated form, to the Trustee endorsed for transfer in blank and with guarantee of signature satisfactory to the Trustee and that after the Purchase Date such owner will hold such Bond as agent for the Trustee.

If, after delivery to the Trustee and the Remarketing Agent of a Bondholder Tender Notice, the holder giving such notice shall fail to deliver such Bond or Bonds (if such Bonds are in certificated form) described in the Bondholder Tender Notice to the Trustee at its principal corporate trust office or a designated delivery office on or before 11:00 a.m. on the applicable Purchase Date, any Bond, or portion thereof, not so delivered (the “Undelivered Bond”) described in such Bondholder Tender Notice shall be deemed to have been tendered for purchase to the Trustee and interest on such Undelivered Bond shall cease to accrue on the applicable Purchase Date. Thereafter, the owner of such Undelivered Bond shall not be entitled to any payment other than the purchase price for such Undelivered Bond upon surrender thereof to the Trustee duly endorsed for transfer in blank and with guarantee of signature satisfactory to the Trustee. Except for payment of such purchase price from moneys held by the Trustee for such purpose, such Undelivered Bond shall no longer be outstanding and entitled to the benefit of the Indenture.

The Trustee shall not be obligated to pay the purchase price of the Bonds from any funds other than, first, remarketing proceeds delivered to it by the Remarketing Agent with respect to such Bonds, second, funds drawn under the Letter of Credit by the Trustee for such purpose and originally deposited directly into the Letter of Credit Purchase Account (as defined in and created under the Indenture) by the Trustee, and third moneys constituting Available Moneys in the Bond Fund and available to make such payment pursuant to the Indenture. Moneys in other funds (except as set forth above) under the Indenture and moneys provided by the Authority for payments of principal, premium, if any, or interest on the Bonds will not be available for the purchase of such Bonds.

Mandatory Purchase of Bonds

The Bonds are subject to mandatory purchase at a purchase price equal to the principal amount thereof, in the case of purchases on a Purchase Date which is not an Interest Payment Date, accrued interest thereon as follows:

a) on each Conversion Date, or if such Conversion Date is not a Business Day, the first Business Day succeeding such Conversion Date; b) while the Bonds are in the Weekly Rate Mode, (i) on the Interest Payment Date next preceding the Expiration Date of the Letter of Credit, unless at least 45 days prior to such Interest Payment Date the Trustee has received notice that the Letter of Credit has been or will be extended or an Alternate Letter of Credit (as hereinafter defined) will be provided, or (ii) in the case of delivery of an Alternate Letter of Credit, on the date of delivery thereof; and c) while the Bonds are in the Weekly Rate Mode on the Purchase Date stipulated by the Bank, which date shall be within 7 calendar days after the Trustee receives written direction from the Bank, pursuant to the Indenture in the event the Bank directs the Trustee to call the Bonds for mandatory purchase. 7

In the case of any mandatory purchase of Bonds pursuant to clause (b) above, the Trustee shall cause notice of such mandatory purchase to be given not more than 45 and not less than 15 days prior to the Purchase Date and in the case of any mandatory purchase of the Bonds pursuant to clause (c) above, the Trustee shall cause notice of such mandatory purchase to be given as early as reasonably possible before the Purchase Date, by mailing copies of said notice of mandatory purchase by first class mail to all Holders of Bonds to be purchased at their registered addresses, but failure to mail any such notice or defect in the mailing thereof in respect of any Bond shall not affect the validity of the mandatory purchase of any other Bond with respect to which notice was properly given.

Holders of Bonds subject to mandatory purchase must tender their Bonds for purchase to the Trustee prior to 11:00 a.m. on the applicable Purchase Date and any such Bond which is not so delivered (an “Undelivered Bond”) shall be deemed to have been tendered to the Trustee as of the applicable Purchase Date, and interest on such Undelivered Bond shall cease to accrue on the applicable Purchase Date. Thereafter, the owner of such Undelivered Bond shall not be entitled to any payment other then the purchase price for such Undelivered Bond upon surrender thereof to the Trustee duly endorsed for transfer in blank and with guarantee of signature satisfactory to the Trustee. Except for payment of such purchase price from moneys held by the Trustee for such purpose, such Undelivered Bond shall no longer be outstanding and entitled to the benefit of the Indenture.

The Trustee shall not be obligated to pay the purchase price of the Bonds from any funds other than, first remarketing proceeds delivered to it by the Remarketing Agent with respect to such Bonds, second, funds drawn under the Letter of Credit by the Trustee for such purpose and originally deposited directly into the Letter of Credit Purchase Account (as defined in and created under the Indenture) by the Trustee, third, moneys constituting Available Moneys in the Bond Fund and available to make such payment pursuant to the Indenture, and fourth, other moneys of the Authority available to make such payment. Moneys in other funds (except as set forth above) under the Indenture and moneys provided by the Authority for payments of principal, premium, if any, or interest on the Bonds will not be available for the purchase of such Bonds.

Remarketing of Bonds

The Remarketing Agent will use its best efforts to remarket the Bonds in respect of which a Bondholder Tender Notice has been delivered in connection with the purchase of Bonds on demand of the owner thereof as described herein, at a purchase price of 100% of the principal amount thereof plus accrued interest on the applicable Purchase Date. The proceeds of any such sale shall be applied against the payment of the purchase price of such Bonds. If such Bonds are not successfully remarketed for purchase on the applicable Purchase Date, the Trustee will draw on the Letter of Credit to pay the purchase price and remit the proceeds of such draws to the Trustee under the Indenture, as required by the Indenture. Whenever the aggregate amount of Bonds to be remarketed is greater than $100,000 in principal amount, any remarketing of those Bonds shall be in a principal amount of not less than $100,000 and integral multiples of $5,000 thereof, to each individual purchaser.

Transfer, Exchange and Registration

Ownership of each Bond shall be recorded in the Bond Register kept by the Trustee acting as Bond Registrar which shall contain such information as is necessary for the proper discharge of the Trustee’s and Bond Registrar’s duties under the Indenture.

Any Bond may be transferred if endorsed for such transfer by the holder thereof and surrendered, along with such other documentation as the Bond Registrar may reasonably require, by such holder or his duly appointed attorney at the designated office of the Bond Registrar, whereupon the Trustee or its Paying Agent shall authenticate and deliver to the transferee a new Bond or Bonds of the same maturity and in the same denomination as the Bond surrendered for transfer or in different authorized denominations, equal in the aggregate to the principal amount of the surrendered Bond.

Any Bond or Bonds of a particular series and maturity may be exchanged for one or more Bonds of the same series and maturity and in the same principal amount, but in a different authorized denomination or denominations. Each Bond so to be exchanged shall be surrendered by the holder thereof or his duly appointed attorney at the designated office of the Bond Registrar, whereupon a new Bond or Bonds shall be authenticated by the Trustee or its Paying Agent and delivered to the holder. 8

In the case of any Bond properly surrendered for partial redemption, the Trustee or its Paying Agent shall authenticate and deliver a new Bond in exchange therefore, such new Bond to be of the same Series and maturity and in a denomination equal to the unredeemed principal amount of the surrendered Bond; provided that, at its option, the Trustee or its Paying Agent may certify the amount and date of partial redemption upon the partial redemption certificate, if any, printed on the surrendered Bond and returns such surrendered Bond to the holder in lieu of an exchange.

Except as provided about, the Trustee shall not be required to effect any transfer or exchange during the 15 days immediately preceding the date of mailing of any notice of redemption or at any time following the mailing of any such notice, if the Bond or portion of a Bond to be transferred or exchanged has been called for such redemption. No charge shall be imposed in connection with any transfer or exchange, except for taxes or governmental charges related thereto. No transfers or exchanges shall be valid for any purposes under the Indenture except as provided above.

Book-Entry Only System

DTC will act as securities depository for the Bonds. The Bonds will be issued only 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 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 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 2 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments from over 85 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, in turn, is owned by a number of Direct Participants of DTC and Members of the National Securities Clearing Corporation, Government Securities Clearing Corporation, MBS Clearing Corporation, and Emerging Markets Clearing Corporation, (NSCC, GSCC, MBSCC, and EMCC, also subsidiaries of DTCC), as well as by the New York Stock Exchange, Inc., the American Stock Exchange LLC, and the National Association of Securities Dealers, Inc. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly (“Indirect Participants”). DTC has Standard & Poor’s rating: 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 (“Beneficial Owner”) is in turn to be recorded on the Direct and Indirect Participant’s records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participants through which the Beneficial Owners entered into the transactions. Transfers of ownership interests in the Bonds are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in Bonds, except in the event that use of the book-entry system for the Bonds is discontinued.

To facilitate subsequent transfers, all Bonds deposited by 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 9 or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers.

So long as DTC serves as securities depository for the Bonds, redemption and other notices shall be sent only to Cede & Co. If less than all of the Bonds of a maturity 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.

Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time.

Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to Bonds unless authorized by a Direct Participant in accordance with DTC’s Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the 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 Participant’s accounts upon DTC’s receipt of funds and corresponding detail information from the Authority, on the payment date in accordance with their respective holdings shown on DTC’s records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in “street name” and will be the responsibility of such Participant and not of DTC, the Trustee or the Authority, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of principal and interest to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the Authority or the Trustee, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payment to the Beneficial Owners will be the responsibility of Direct and Indirect Participants.

THE AUTHORITY AND THE TRUSTEE WILL HAVE NO RESPONSIBILITY OR OBLIGATION TO THE DIRECT PARTICIPANTS OR THE PERSONS FOR WHOM THEY ACT AS NOMINEES WITH RESPECT TO THE ACCURACY OF THE RECORDS OF DTC, ITS NOMINEE OR ANY DIRECT PARTICIPANT PERTAINING TO OWNERSHIP IN THE BONDS OR THE PAYMENTS TO, OR THE PROVIDING OF NOTICE FOR, TO THE DIRECT PARTICIPANTS, OR THE INDIRECT PARTICIPANTS OR THE BENEFICIAL OWNERS.

SO LONG AS CEDE & CO., AS NOMINEE OF DTC, IS THE REGISTERED OWNER OF THE BONDS, REFERENCES HEREIN TO THE HOLDERS OF THE BONDS, OR OWNERS OF THE BONDS, SHALL MEAN CEDE & CO., AND SHALL NOT MEAN THE BENEFICIAL OWNERS.

Discontinuation of Book-Entry Only System

DTC may determine to discontinue providing its service with respect to the Bonds at any time by giving notice to the Authority and the Trustee and discharging its responsibilities with respect thereto under applicable law. Upon the giving of such notice, the book-entry only system for the Bonds will be discontinued unless a successor securities depository is appointed by the Authority.

If the Authority and the Trustee concur that it would be in the best interests of the Holders of the 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 applicable procedures of DTC.

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SECURITY FOR THE BONDS

The Letter of Credit

The principal security for the Bonds is the Letter of Credit. Accordingly, the only financial information referred to herein is that of the Bank. No financial statements of the Authority are included or referred to herein.

PROSPECTIVE BONDHOLDERS, IN CONSIDERING WHETHER TO INVEST IN THE BONDS, SHOULD LOOK ONLY TO THE LETTER OF CREDIT AS THE SOURCE OF PAYMENT ON THE BONDS AND NOT TO THE OPERATION OF THE STADIUM, THE CREDIT OF THE AUTHORITY, OR THE AMOUNT OF HOTEL TAX REVENUES EXPECTED TO BE COLLECTED, AS TO WHICH NO REPRESENTATION IS MADE HEREIN. NO MORTGAGE ON THE STADIUM OR SECURITY INTEREST IN PROPERTY OF THE AUTHORITY IS BEING GRANTED TO THE TRUSTEE TO SECURE THE BONDS.

THE BONDS ARE LIMITED OBLIGATIONS OF THE AUTHORITY AND ARE PAYABLE SOLELY AND EXCLUSIVELY FROM HOTEL TAX REVENUES AND AMOUNTS HELD UNDER THE INDENTURE. THE BONDS ARE NOT THE OBLIGATIONS OF THE COUNTY, THE COMMONWEALTH OF PENNSYLVANIA OR ANY OTHER POLITICAL SUBDIVISION THEREOF. NEITHER THE GENERAL CREDIT OF THE AUTHORITY NOR THE CREDIT OR TAXING POWER OF THE COUNTY (OTHER THAN THE HOTEL TAX REVENUES), THE COMMONWEALTH OF PENNSYLVANIA OR ANY POLITICAL SUBDIVISION THEREOF IS PLEDGED FOR THE PAYMENT OF THE PRINCIPAL OR PURCHASE PRICE OF THE BONDS OR THE INTEREST OR ANY PREMIUM OR OTHER COST INCIDENT THERETO. THE BONDS SHALL NOT BE DEEMED AN OBLIGATION OF THE COUNTY, THE COMMONWEALTH OF PENNSYLVANIA OR ANY POLITICAL SUBDIVISION THEREOF. THE AUTHORITY HAS NO TAXING POWER.

The Registered Owners of the Bonds have no right, title or interest in or to any of the revenues of the Authority including the revenues of the Stadium other than the proceeds of the Hotel Tax Revenues.

Lackawanna County Hotel Room Rental Tax

The Bonds will constitute limited obligations of the Authority payable from, and secured by, Hotel Tax Revenues, other moneys constituting proceeds of the Bonds contained in the funds and accounts held under the Indenture until disbursed in accordance therewith, the investments and investment earnings of moneys and moneys derived by the Trustee from drawings under the Letter of Credit.

A 4% Hotel Room Rental Tax in Lackawanna County, Pennsylvania was imposed by the Board of Commissioners of Lackawanna County in 1997. On August 27, 2012, the Commissioner’s enacted an Ordinance (the “Hotel Tax Ordinance”) increasing the Hotel Room Rental Tax from 4% to 7%. The County Treasurer is responsible for collecting the Hotel Room Rental Tax from hotel operators and is required to apply the amounts received pursuant to the Hotel Tax Ordinance. Forty percent of the proceeds of the Hotel Room Rental Tax is to be transferred to the Lackawanna County Convention and Visitors Bureau (the “Visitors Bureau”) to be used for the appropriate and reasonable operation, marketing and promotional expenses of the Visitors Bureau. Pursuant to a County Agreement, dated as of November 1, 2013, among the County, the Authority and the Trustee, (the “County Agreement”), the County Treasurer will transfer the balance of the proceeds of the Hotel Room Rental Tax to the Trustee to be deposited into the Hotel Tax Revenue Fund maintained under the Indenture.

The portion of the Hotel Room Rental Tax collected by the County and transferred to the Trustee for deposit into the Hotel Tax Revenue Fund pursuant to the Indenture and the County Agreement is referred to herein and in the Indenture as the “Hotel Tax Revenues.” The Trustee shall disburse funds from the Hotel Tax Revenue Fund as provided in the Indenture.

The Table below shows the annual amount of Hotel Room Rental Tax collections for the years 2005 through 2013 and the portion of such collections which would constitute Hotel Tax Revenues.

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STATEMENT OF HOTEL ROOM RENTAL TAX COLLECTIONS

Annual Collections 60% Portion 2005 $1,080,923.45 $648,554.07 2006 1,222,544.18 733,526.51 2007 1,316,741.37 790,044.82 2008 1,456,088.95 873,653.37 2009 1,322,076.57 793,245.94 2010 1,419,837.92 851,902.75 2011 1,681,126.91 1,008,676.15 2012 1,894,476.05 1,136,685.63 2013* 2,205,808.14 1,323,484.89

SOURCE: Authority Officials. *January 1, 2013 to the date of this Official Statement.

Debt Service Reserve Fund

A Debt Service Reserve Fund will be established under the Indenture for the Bonds. The Debt Service Reserve Fund will not be initially funded upon the issuance of the Bonds. The Debt Service Reserve Fund will be funded with Hotel Tax Revenues available for such purpose in accordance with the provisions of the Indenture. The Debt Service Reserve Fund will be available to the Trustee for payment of debt service in respect of the Bonds if Hotel Tax Revenues deposited with the Trustee are insufficient to pay such debt service when due. The Authority will be required to replenish any shortfall (whether due to a withdrawal or upon valuation in accordance with the Indenture) in the Debt Service Reserve Fund in accordance with the provisions of the Indenture. It is expected that the Debt Service Reserve Fund will be funded to the required level under the Indenture from available Hotel Tax Revenues within approximately three years of the issue date of the Bonds. See “DESCRIPTION OF CERTAIN PROVISIONS OF THE TRUST INDENTURE-Flow of Funds” and “-Debt Service Reserve Fund” herein.

DESCRIPTION OF CERTAIN PROVISIONS OF THE TRUST INDENTURE

Flow of Funds

Amounts deposited into the Hotel Tax Revenue Fund are required to be applied on a monthly basis as follows:

First, to the Bond Fund, to pay or accumulate in equal monthly installments, as the case may be, all in accordance with the Indenture, amounts sufficient to pay: (i) the principal or Mandatory Redemption Price of the Bonds; (ii) the Redemption Price of all Bonds being called for redemption; (iii) the interest becoming due on the Bonds on the next succeeding Interest Payment Date; (iv) the amount of the Letter of Credit fee, the Trustee fee, the Remarketing Agent fee and the fee of any Rating Service maintaining a rating on the Bonds; (v) the amount of any Reimbursement Obligation owing by the Authority to the Bank; and (vi) the net amount (other than any termination payment) then owing to the Swap Counterparty by the Authority pursuant to the Swap Agreement.

Second, the Trustee is required to deposit into the Debt Service Reserve Fund all amounts available to restore the Debt Service Reserve Fund if the amount therein is less than the Debt Service Reserve Requirement. The Debt Service Reserve Requirement for the Bonds is equal to (A) the least of (I) one hundred percent (100%) of the Maximum Annual Debt Service Requirement on the Bonds, (II) one hundred twenty-five percent (125%) of the Average Annual Debt Service Requirement on the Bonds, or (III) ten percent (10%) of the lessor of (x) proceeds of the Bonds determined on the basis of their initial offering prices to the public (net of pre-issuance accrued interest), or (y) the stated principal amount of the Bonds.

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Third, the Trustee is required to transfer (or reserve therein an amount sufficient to accumulate in equal monthly installments for payment when due), (i) any other amounts owed by the Authority to the Bank in respect of the Letter of Credit issued by the Bank, and (ii) any additional amount as required to be paid by the Authority or the Trustee under any Interest Rate Hedge Agreement, including, but not limited to, any termination payment due to any Interest Rate Hedge Agreement Counterparty.

After making the transfers required above, the Trustee is required on a monthly basis to deposit in the Surplus Fund any amounts remaining in the Hotel Tax Revenue Fund.

If, on any date that monies are required to be withdrawn from the Hotel Tax Revenue Fund as specified above, there are insufficient monies to make all transfers or disbursements falling within a particular level of priority and then required to be made by the Trustee, the Trustee shall allocate the available monies to such transfers or disbursements within such level of priority on a pro rata basis, based upon the respective amounts which the Authority would otherwise be required to transfer or disburse on such date to each particular Person or on account of each particular purpose falling within such level of priority.

If, on any date, monies on deposit in the Hotel Tax Revenue Fund are insufficient to make the transfers described above and in the Indenture, the Trustee is required to withdraw, in the following order of priority, and transfer to the Hotel Tax Revenue Fund an amount sufficient to make such payment or transfers from any moneys available in:

FIRST: the Surplus Fund; and

SECOND: the Debt Service Reserve Fund.

Additional Bonds

Under certain circumstances with the written consent of the Bank, the Authority is permitted under the Indenture to issue additional series of Bonds secured on a parity with the Bonds.

Defeasance

When the principal of, and premium (if any) and interest on, all Bonds issued under the Indenture have been paid, or provision has been made for payment of the same and any purchase price which may become payable pursuant to the Indenture, together with the compensation and expenses of the Trustee and all other sums payable under the Indenture by the Authority, the right, title and interest of the Trustee in and to the Trust Estate shall thereupon cease and the Trustee on demand of the Authority, shall release the Indenture and shall execute such documents to evidence such release as may be reasonably required by the Authority and shall turn over to the Authority or to such person, body or authority as may be entitled to receive the same all balances then held by it under the Indenture (other than the Rebate Fund) not required for the payment of the Bonds and such other sums and shall surrender the Letter of Credit to the Bank; provided that (a) any proceeds of the Letter of Credit not required for payment of the Bonds shall be turned over to the Bank and (b) in the event there has been a drawing under the Letter of Credit for which the Bank has not been fully reimbursed pursuant to the Reimbursement Agreement or any other obligations are then due and owing to the Bank under the Reimbursement Agreement as certified by the Bank to the Trustee, the Trustee shall assign and turn over to the Bank, as successor, subrogee or otherwise, all of the Trustee’s right, title and interest under the Indenture, all balances held under the Indenture (excluding the Rebate Fund) not required for the payment of the Bonds and such other sums and the Trustee’s right, title and interest in, any other property comprising the Trust Estate, and upon such assignment and turning over, the Trustee shall have no further duties under the Indenture except as provided in the Indenture. If payment or provision therefore is made with respect to less than all of the Bonds, the particular Bonds (or portions thereof) for which provision for payment shall have been considered made shall be selected by lot or by such other method as the Trustee deems fair and appropriate, and thereupon the Trustee shall take similar action for the release of the Indenture with respect to such Bonds.

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Provision for Payment

Provision for the payment of Bonds shall be deemed to have been made when the Trustee holds in the Bond Fund (1) cash in an amount sufficient to make all payments (including principal, premium (if any) interest and tender purchase price payments (if any) with respect to such Bonds, or (2) noncallable, direct obligations issued by the United States of America, maturing on or before the date or dates when the payments specified above shall become due, the principal amount of which and the interest thereon, when due, is or will be, in the aggregate, sufficient without reinvestment to make all such payments, or (3) any combination of cash and such obligations the amounts of which and interest thereon, when due, are or will be, in the aggregate, sufficient without reinvestment to make all such payments; provided that (i) such amount on deposit shall be deemed sufficient only if while the Bonds bear interest at a Weekly Rate, it provides for payment of interest at the applicable Maximum Rate and the Authority shall have surrendered any power under the Indenture to thereafter change the Maximum Rate; provided further that the Trustee shall first have received written confirmation by each Rating Service rating Bonds Outstanding under the Indenture that such provision for payment will not result in a reduction, withdrawal or suspension of any rating on the Bonds and, (ii) the Trustee shall have received an opinion of Bond Counsel to the effect that a deposit of obligations described in clause (2) or (3) above will not adversely affect the exclusion from gross income for federal income tax purposes of the interest on any of the Bonds or cause any of the Bonds to be classified as “arbitrage bonds” within the meaning of Section 148 of the Code, and (iii) provision for payment of Bonds shall be deemed to be made only if (A) the Trustee holds in the Bond Fund cash constituting Available Monies and/or such obligations purchased with Available Monies for payment of such Bonds pursuant to the Indenture in amounts sufficient to make all payments specified above with respect to such Bonds, as verified by an accountant’s certification in form and by an accountant acceptable to the Trustee and the Rating Service, and (B) in the case of Bonds in the Weekly Mode, the Bonds have been called for redemption on a date not more than 60 days from the date provision for payment is being made and, in determining the sufficiency of amounts held to make payments with respect to the Bonds, there shall be excluded any and all interest expected to be earned on obligations held by the Trustee.

Neither the monies nor the obligations deposited with the Trustee pursuant to the Indenture shall be withdrawn or used for any purpose other than, and such obligations and monies shall be segregated and held in trust for, the payment of the principal or redemption price of, premium (if any) on the interest on, the Bonds (or portions thereof), or for the payment of the purchase price of such Bonds in accordance with the Indenture. While the Bonds are in the Weekly Mode, such monies, if not then needed for such purpose, shall, but only to the extent practicable, be invested and reinvested in direct obligations issued by the United States of America maturing on or prior to the earlier of (i) the date monies may be required for the purchase of Bonds pursuant to the Indenture and (ii) the Interest Payment Date next succeeding the date of investment or reinvestment.

Supplemental Indentures Not Requiring Consent of Holders

Without the consent of or notice to any Holders, the Authority and the Trustee may enter into indentures supplemental to the Indenture for any one or more of the following purposes: (a) to cure any ambiguity, inconsistency or formal defect or omission in the Indenture; (b) to grant to or confer upon the Trustee for the benefit of the Holders any additional rights, remedies, powers or authority; (c) to confirm any pledge of or lien on the Hotel Tax Revenues, to assign additional revenues under the Indenture, with an opinion of Bond Counsel, or to accept additional security or instruments of further assurance, with an opinion of Bond Counsel; (d) to add to the covenants, agreements and obligations of the Authority under the Indenture, other covenants, agreements an obligations to be observed for the protection of the Holders, or to surrender or limit any right, power or authority reserved to or conferred upon the Authority in the Indenture; (e) to permit the use of a book entry system to identify the owner of an interest in an obligation issued by the Authority under the Indenture, whether that obligation was formerly, or could be, evidenced by a tangible security; (f) to permit the Trustee to comply with any obligations imposed upon it by law; (g) to specify further the duties and responsibilities of, and to define further the relationship between, the Trustee and the Remarketing Agent; (h) to achieve compliance of the Indenture with any applicable federal securities or tax laws; (i) to make amendments to the provisions hereof relating to arbitrage matters under Section 148 of the Code, if, in the opinion of Bond Counsel selected by the Authority and approved by the Trustee, those amendments would not cause the interest on the Bonds outstanding to become included in the gross income of the Holders thereof for federal income tax purposes, which amendments may, among other things, change the responsibility for making the relevant arbitrage calculations; (j) to evidence the appointment of a new Remarketing Agent; (k) to provide for an Alternate Letter of Credit or any other credit 14 enhancement permitted by the terms of the Indenture; (l) to make any amendments required to secure a rating on the Bonds from a Rating Service equal to the rating of the Bank’s unsecured indebtedness; (m) to make any amendments necessary in connection with the issuance of Additional Bonds under the Indenture; (n) to implement a conversion to a different Rate Mode; or (o) to permit any other amendment which is not materially adverse to the interests of the Trustee or the Holders.

Supplemental Indentures Requiring Consent of Holders

In addition to the Supplemental Indentures permitted above, the Indenture may be amended or supplemented from time to time by a Supplemental Indenture consented to by the Authority and approved by (A) the Bank so long as the Letter of Credit is in effect and the Bank is not in default thereunder, or (B) if there is no Letter of Credit in effect or if the Bank is in default under the Letter of Credit, the Holders of a majority in aggregate principal amount of the Bonds then outstanding, except that, other than as permitted under the Indenture, the Indenture may not be amended with respect to (1) the purchase price or the principal or redemption price or interest payable upon any Bonds, (2) the Interest Payment Dates, the dates of maturity or the redemption or purchase provisions of any Bonds, and (3) the amendment section of the Indenture. The Indenture may be amended with respect to the matters enumerated in clauses (1) to (3) of the preceding sentence only with the unanimous consent of all Holders. Before the Authority and the Trustee may enter into a Supplemental Indenture pursuant to the Indenture, there shall have first been delivered to the Trustee (a) the required consents, in writing, of Holders or the Bank, as applicable, and (b) an opinion of Bond Counsel to the effect that such Supplemental Indenture is authorized or permitted by the Indenture, will, upon the execution and delivery thereof, be valid and binding upon the Authority in accordance with its terms, and will not adversely affect the exclusion from gross income of interest on the Bonds for federal income tax purposes.

Bank Deemed Owner of Bonds

For purposes of giving any consents required under the Indenture or exercising any voting rights given to Owners under the Indenture, so long as the Bank is not then in default of its payment obligations under the Letter of Credit with respect to the Bonds, the Bank shall be deemed to be the sole Owner of the Bonds then outstanding.

THE LETTER OF CREDIT

The following summarizes certain provisions of the Letter of Credit to be issued by the Bank. Reference is made to the Letter of Credit for the detailed provisions thereof.

The Letter of Credit will be issued to and held by the Trustee.

The Letter of Credit will be an irrevocable, direct-pay obligation of the Bank to pay up to $19,300,546 (a) including $18,970,000 representing an amount equal to the principal of the outstanding Bonds (i) to pay the principal of the Bonds when due at maturity, upon redemption or acceleration, or (ii) to pay the portion of the purchase price equal to the principal of Bonds purchased upon optional or mandatory purchase; plus (b) $330,546 representing an amount (the “Interest Component”) equal to 53 days’ interest on the outstanding Bonds computed at twelve percent (12%) per annum (i) to pay interest on such Bonds when due or (ii) to pay any accrued interest portion of the purchase price of Bonds purchased upon optional or mandatory purchase.

Subject to extension in accordance therewith, the Letter of Credit shall terminate at 5:00 p.m., Eastern Time, on the earliest of: (a) receipt by the Bank of a certificate from the Trustee to the effect that the draft or demand accompanying such certificate is the final draft or demand to be drawn under the Letter of Credit and the honoring by the Bank of such final drawing (including a draw upon acceleration of the Bonds); (b) receipt by the Bank of a certificate from the Trustee to the effect that an Alternate Letter of Credit is in effect; (c) receipt by the Bank of a certificate from the Trustee to the effect that no Bonds secured by the Letter of Credit remain Outstanding; and (d) the stated expiration date of the Letter of Credit, presently November 15, 2016. The Bonds will be subject to mandatory purchase upon the cancellation, expiration or substitution of the Letter of Credit.

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Under the Letter of Credit, if a drawing for a scheduled principal or interest payment is made by the Trustee at or prior to 12:00 noon Eastern time, on a Business Day, and provided that such drawing and the documents presented in connection therewith conform to the terms and conditions of the Letter of Credit, payment will be made to the Trustee of the amount specified not later than 11:00 a.m., Eastern time, on the next Business Day. A similar drawing made after 12:00 noon, Eastern time, on a Business Day, will be honored by 11:00 a.m., Eastern time, on the second Business Day after such drawing is presented. Drawings properly made in respect of the purchase price of Bonds tendered by the owner thereof at or prior to 11:00 a.m. Eastern time, on a Business Day will be honored by 3:00 p.m. on the same Business Day, or, if after 11:00 a.m., by 3:00 p.m. on the next Business Day.

The obligation of the Bank under the Letter of Credit will be reduced to the extent of any payment thereunder. With respect to a drawing in respect of interest on the Bonds, the Trustee’s right to draw under the Letter of Credit will be reinstated unless the Trustee receives notice from the Bank no later than the end of the tenth day after such drawing that it has not been reimbursed for such drawing or that there is presently existing an Event of Default under the Reimbursement Agreement and that the Interest Component will not be reinstated. With respect to a drawing to pay the principal portion of the purchase price of Bonds, the amount available to be drawn in respect of principal under the Letter of Credit shall be reinstated automatically upon reimbursement of amounts paid by the Bank in an amount equal to the amount of the reimbursement.

EXCEPT AS THEREIN PROVIDED, THE LETTER OF CREDIT IS GOVERNED BY INTERNATIONAL STANDBY PRACTICES, INTERNATIONAL CHAMBER OF COMMERCE PUBLICATION NO. 590.

THE REIMBURSEMENT AGREEMENT

The following summarizes certain provisions of the Reimbursement Agreement between the Authority and the Bank pursuant to which the Letter of Credit will be issued with respect to the Bonds. Reference is made to the Reimbursement Agreement for the detailed provisions thereof.

The Letter of Credit is being issued pursuant to the Reimbursement, Credit and Security Agreement dated as of November 1, 2013 (the “Reimbursement Agreement”), between the Authority and the Bank, under which the Authority will be obligated, among other things, to reimburse the Bank, with interest, for each drawing under the Letter of Credit. The obligations of the Authority to the Bank under the Reimbursement Agreement are secured by: (i) the security and benefit provided in the Related Documents (as defined in the Reimbursement Agreement); and (ii) in the event of one or more draws under the Letter of Credit and the application of the proceeds thereof to the payment or purchase of Bonds, the Bank will be subrogated pro tanto to the rights of the Trustee and the holders of such Bonds under said Related Documents and in and to all funds and security held by the Trustee under the Indenture for payment of the principal of and interest on such Bonds. In addition, the Bank shall have any and all other subrogation rights available to the Bank at law or in equity.

The Reimbursement Agreement provides that the obligations of the Authority to the Bank thereunder are secured by the Authority’s grant of a security interest in, among other collateral, Hotel Tax Revenues and other amounts held in the funds and accounts pursuant to the Indenture.

Covenants

The Reimbursement Agreement sets forth various representations, warranties and covenants of the Authority including representations, warranties and covenants relating to maintenance of existence, compliance with laws, maintenance of insurance, compliance with other contracts, maintenance of properties, reporting requirements, certain financial covenants, limitations on additional liens and environmental covenants. The covenants set forth in the Reimbursement Agreement are for the sole benefit of the Bank and not for the benefit of owners of the Bonds. The Reimbursement Agreement may be amended without the consent of owners of the Bonds. Under certain circumstances the Bonds may be remarketed with an Alternate Letter of Credit. In such event and provided that all amounts owing by the Authority to the Bank under the Reimbursement Agreement as to the Letter of Credit have been paid in full, the Authority would not be subject to the representations, warranties and covenants contained in the Reimbursement 16

Agreement governing the Letter of Credit and would instead be subject to the representations, warranties and covenants contained in the agreement governing such an Alternate Letter of Credit. Such representations, warranties and covenants could differ materially from the representations, warranties and covenants contained in the Reimbursement Agreement.

Events of Default and Remedies

Events of Default. If any of the following events shall occur and not be waived by the Bank, each such event shall be an “Event of Default” under the Reimbursement Agreement: a) a failure by the Authority to pay any Reimbursement Obligation required to be paid or reimbursed by the Authority to the Bank under the Reimbursement Agreement or certain other Related Documents when and as the same shall become due and payable as provided in the Reimbursement Agreement or as provided under the Related Documents, as applicable; b) any representation or warranty of the Authority shall prove to have been false or misleading in any material respect at the time made; c) a default in the due observance or performance by the Authority of certain covenants set forth in the Reimbursement Agreement; d) default in the due observance or performance by the Authority of any other term, covenant or agreement set forth in the Reimbursement Agreement which default has not been remedied within thirty (30) days after written notice thereof by the Bank to the Authority, unless the Bank shall consent in writing to an extension of such time; e) any “default” or “event of default” (as defined therein) under any of the Related Documents other than the Indenture; f) the Authority shall become insolvent or bankrupt, or bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceedings for relief under any bankruptcy law or laws for the relief of debtors shall be instituted against the Authority and shall not be dismissed within 90 days after such institution, or a decree or order of a court having jurisdiction in the premises for the appointment of a trustee, receiver or custodian for the Authority or for the major part of its properties shall be entered and the trustee, receiver or custodian appointed pursuant to such decree or order shall not be discharged within 90 days after such appointment; g) the Authority shall institute bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other proceedings for relief under any bankruptcy law or laws for the relief of debtors or shall consent to the institution of such proceedings against it by others or to the entry of any decree or order adjudging it bankrupt or insolvent or approving as filed any petition seeking reorganization under any bankruptcy or similar law or shall apply for or shall consent to the appointment of a receiver, trustee or custodian for it or for the major part of its property or shall make an assignment for the benefit of creditors or shall admit in writing its inability to pay its debts as they mature or shall take any corporate action in contemplation or in furtherance of any of the foregoing purposes; h) any Lien shall be created or exist with respect to the Trust Estate granted to the Trustee in the granting clauses of the Indenture and the Indenture or any funds held under the Indenture, which Lien shall continue unbonded or unstayed for a period of 30 days, or which poses a material risk to the priority of the Trustee’s and the Bank’s interest therein or in respect of which execution proceedings shall have been commenced; i) any action or proceeding shall be brought challenging the Authority’s right to issue the Bonds, the validity and enforceability thereof, or the validity, enforceability, priority, or perfection of the Lien on the Trust Estate, in which there shall exist, in the reasonable judgment of the Bank (based on the advice of counsel), a substantial risk of an adverse determination, and which adverse determination would have a Materially Adverse Effect (as defined in the Reimbursement Agreement) on the Bonds, the Trust Estate, or the interest of the Bank or the Trustee therein; j) an “Event of Default” under the Indenture shall have occurred and be continuing; k) there shall occur and be continuing a “default” or “event of default” under and as defined in any contract, note, security agreement, mortgage, deed of trust, instrument, or agreement between the Authority and the Bank (other than the Reimbursement Agreement or Related Documents to which the Authority is a party) or under any other obligation owed by the Authority to the Bank;

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l) any final judgment for the payment of money in excess of an aggregate of $300,000 and not fully covered by insurance (including self-insurance satisfactorily evidenced to the Bank) shall be rendered against the Authority and the same shall remain unpaid, unstayed on appeal and undischarged for a period of thirty (30) consecutive days; or m) default in the payment when due of Debt (as defined in the Reimbursement Agreement) issued, assumed or guaranteed by the Authority (other than Debt owing by any Subsidiary (as defined in the Reimbursement Agreement) to the Authority or by the Authority to any Subsidiary) aggregating in a principal amount of $300,000 or more or default shall occur under any indenture, agreement or other instrument under which the same may be issued which default shall continue for a period of time sufficient to permit the acceleration of the maturity of any such Debt.

Remedies. If any Event of Default shall have occurred and not been waived by the Bank, the Bank, in its sole discretion, may exercise any one or more of the following rights and remedies in addition to any other rights and remedies provided in the Reimbursement Agreement, by law or in equity:

a) by written notice to the Authority require that the Authority within three (3) Business Days prepay to the Bank in immediately available funds an amount equal to the Available Amount (as defined in the Reimbursement Agreement) of the Letter of Credit, provided that the Bank shall simultaneously after such written notice deliver to the Trustee the notice provided for in the Reimbursement Agreement; b) declare any or all of the Reimbursement Obligations to be immediately due and payable; c) give notice of the occurrence of an Event of Default to the Trustee and cause it to accelerate the Bonds, draw under the Letter of Credit and accelerate all the Bonds, or, in the case of an Event of Default, to cause mandatory redemption of all of the Bonds. d) direct the Trustee to exercise its rights under the Indenture; e) cure any default or event of nonperformance under any of the Related Documents (in which event the Authority shall reimburse the Bank therefore pursuant to the Reimbursement Agreement); f) to the extent available pursuant to applicable law, appoint a receiver or receivers of any or all of the property of the Authority with such powers as the court making such appointment shall confer, to which the Authority hereby consents (such receiver to be given the right, power and authority, to the extent the same may lawfully be given, to take possession of and operate and deal with such property and the revenues, profits and proceeds therefrom, with like effect as the Authority could do so, and to borrow money and issue evidences of indebtedness as such receiver); and g) exercise its rights against the Collateral (as defined in the Reimbursement Agreement) and pursue any other action available at law or in equity.

The rights and remedies of the Bank specified in the Reimbursement Agreement are for the sole and exclusive benefit, use and protection of the Bank, and the Bank is entitled, but shall have no duty or obligation to the Authority, the Trustee, the Holders or otherwise: (i) to exercise or refrain from exercising any right or remedy reserved to the Bank under the Reimbursement Agreement, or (ii) to cause the Trustee or any other party to exercise or to refrain from exercising any right or remedy available to such party under certain other agreements and Related Documents.

THE REMARKETING AGREEMENT

The following summarizes certain provisions of the Remarketing Agreement between the Authority and the Remarketing Agent. Reference is made to the Remarketing Agreement for the detailed provisions thereof.

Under the terms and provisions of the Remarketing Agreement, the Remarketing Agent has agreed to undertake the duties and responsibilities of the Remarketing Agent, set forth in the Indenture. In accordance with the terms of the Remarketing Agreement and the Indenture, the Remarketing Agent, will, upon its receipt of written notice from the Trustee to the Remarketing Agent pursuant to the Indenture of an optional tender for purchase by a holder of outstanding Bonds in a Weekly Rate Mode, and upon each mandatory tender of Bonds in connection with an interest rate conversion, the Remarketing Agent will, subject to certain conditions, use its best efforts to arrange for the remarketing of such Bonds at par plus accrued interest.

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In certain circumstances, the Remarketing Agent may, at its option, purchase for its own account Bonds tendered for purchase. If the Remarketing Agent shall purchase Bonds as aforesaid, the Remarketing Agent shall have all of the rights of an owner of such Bonds with respect thereto including the right to tender such Bonds for purchase.

The Remarketing Agent’s responsibilities under the Remarketing Agreement include: (i) the remarketing of tendered Bonds to investors selected by the Remarketing Agent; and (ii) the determination of the Weekly Rate to be borne by the Bonds as set forth in the Indenture. Except under certain circumstances described in the Remarketing Agreement, the Remarketing Agent will use its best efforts to find purchasers for and arrange for the sale of Bonds on or after a mandatory purchase of the Bonds in the event of the delivery of an Alternate Letter of Credit, except to the extent the Remarketing Agent shall have the right to resign from such duties as it may deem appropriate, in its sole discretion.

The Authority may discharge the Remarketing Agent upon 30 days prior written notice provided a substitute Remarketing Agent acceptable to the Bank has assumed its duties.

THE AUTHORITY

The Authority was formed by the County on April 25, 1985, pursuant to the provisions of the Municipal Authorities Act, as amended (the “Act”).

The Authority is authorized by law, among other things, to acquire, hold, construct, improve, maintain and operate, own, lease, whether in the capacity or lessor or lessee, any recreation grounds and facilities, and to borrow money for such purposes. The Authority owns and operates a multipurpose stadium facility (the “Original Project”) in order to promote recreational opportunities in Lackawanna County.

The Board of Authority consists of five members appointed by the Board of Commissioners of the County. The original members were appointed for terms of office such that one member served for one year, one for two years, one for three years, one for four years and one for five years. When a vacancy occurs by reason of expiration of any such term, the County Commissioners appoint a member for a term of five years. When a vacancy occurs otherwise, the County Commissioners appoint a member to complete the remainder of the term. Two executive employees, an Executive Director and a Solicitor, serve at the pleasure of the Authority Board. The current members and officers of the Authority are as follows:

Members and Officers

Member or Officer Title Term Expires Christopher Munley Chairman 12/31/2014 James P. Connor Vice Chairman 12/31/2015 Anthony Zaleski Secretary 12/31/2013 Joseph Nocera Assistant Secretary 12/31/2016 William Jenkins Treasurer 12/31/2017

Plan of Financing

The Authority plans to currently refund the 2012 Notes and pay the cost of financing through the issuance of the Bonds on November 15, 2013.

THE 2013 SWAP

The Authority has entered into an interest rate swap agreement with PNC Bank, National Association (as “Swap Counterparty”) consisting of an ISDA Master Agreement, a Schedule and a Confirmation (the “Swap Agreement”). The Swap Agreement is for a notional amount equal to the principal amount of the Bonds of $18,970,000 (the “Notional Amount”). The Swap Agreement expires by its terms on July 1, 2023. On and after the stated expiration date for the Swap Agreement, the Authority may enter into a new swap arrangement, convert the Bonds to the Fixed Rate or, assume variable rate interest rate risk.

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The Authority has agreed to pay a fixed rate of interest to the Swap Counterparty based upon the Notional Amount and in return, the Swap Counterparty has agreed, subject to certain conditions, to pay an amount equal to the SIFMA Municipal Swap Index to be reset on a weekly basis.

The agreement by the Swap Counterparty to pay, subject to certain conditions, an amount equal to the SIFMA Municipal Swap Index to be reset on a weekly basis, which amount should be approximately equal to the interest due on the Bonds while they bear interest at the Weekly Rate, does not relieve the Authority of its obligation under the Indenture to pay the debt service on the Bonds. No assurance can be given that the Authority will be able to satisfy its debt service obligations on the Bonds or its Reimbursement Obligations under the Letter of Credit should the variable rate of interest increase above the fixed rate under the Swap Agreement and should the Swap Counterparty fail to honor its obligations under the Swap Agreement. A failure by the Authority to satisfy such obligations will permit the Bank to cause an Event of Default under the Indenture, and the Bank could require the Trustee to declare the Bonds to be immediately due and payable.

Under certain circumstances, the Swap Agreement is subject to termination prior to the stated expiration date of the Swap Agreement, in which event, depending on prevailing interest rates at the time, the Authority may be obligated to make a substantial payment to the Swap Counterparty.

SOURCES AND USES OF FUNDS

The following table sets forth the expected sources and uses of funds for the plan of financing with respect to the issuance of the Bonds. Amounts in this table have been rounded to the nearest whole dollar.

Sources of Funds Par amount of the Bonds $18,970,000.00 2012A Debt Service Reserve Fund 484,436.00 2012B Debt Service Reserve Fund 619,878.00 Total Sources $20,074,314.00

Uses of Funds Refunding Requirement – 2012A Note $6,995,000.00 Refunding Requirement – 2012B Note 7,086,000.00 Refunding Requirement – 2012C Note 5,635,000.00 Costs of Issue 358,314.00 Total Uses $20,074,314.00

LEGAL MATTERS

Pending Legal Proceedings

There is no litigation of any nature now pending or threatened to restrain or enjoin the issuance or sale of the Bonds or contesting or affecting the validity of the Bonds or any proceedings of the Authority with respect to the issuance or sale thereof, or the pledge of any security provided for the payment of the Bonds or existence or powers of the Authority. There are no pending or threatened legal proceedings materially adversely affecting the ability of the Authority to meet its obligations with respect to the Bonds or the operation of the Stadium.

The following legal matters are pending against the Authority:

(a) Luzerne County, Pennsylvania as filed suit against the Authority and Lackawanna County, Pennsylvania, wherein Luzerne County alleges that it is entitled to one-half of the sale proceeds resulting from the Authority’s sale of its baseball franchise in 2012 for $14.6 million. The Authority has filed preliminary objections seeking a dismissal of a portion of the claims asserted, which have been sustained by the Court. Both the Authority and Lackawanna County believe that they have defenses to the remaining claims and will vigorously defend the suit as it proceeds.

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(b) On June 11, 2013, the Authority was put on notice of a potential claim for damages in connection with the renovation project at the Stadium. The construction manager for the renovation gave the Authority notice of a potential claim of approximately $4.4 million for alleged cost overruns on the project. The Authority has denied the assertions set forth in the notice of claim and the matter is ongoing.

Authorized Investments

Under the Probate, Estates and Fiduciaries Code, the Bonds are authorized investments for fiduciaries and personal representatives (as defined in that Code) in the Commonwealth of Pennsylvania.

Legal Opinions

The Bonds are offered with the approving legal opinion of Stevens & Lee, P.C., Scranton, Pennsylvania, Bond Counsel. Certain legal matters will be passed upon for the Authority by Frank J. Tunis, Esquire, of Wright & Reihner PC, Scranton, Pennsylvania. Certain legal matters with respect to the Letter of Credit will be passed upon for the Bank by its counsel, Ballard Spahr LLP, Philadelphia, Pennsylvania.

Bond Counsel states in its opinion issued with respect to the Bonds that (i) they have not been engaged to verify nor have they independently verified, the accuracy, completeness or truthfulness of any statements, certifications, information or financial statements as set for in the Official Statement, dated November 4, 2013 (the “Official Statement”), or otherwise used in connection with the offer and sale of the Bonds or set forth in or delivered by Authority officials, and (ii) Bond Counsel expresses no opinion with respect to whether the Authority in connection with the sale of the Bonds or the preparation of the Official Statement, have made any untrue statement of a material fact necessary in order to make any statement made therein not misleading.

TAX EXEMPTION AND OTHER TAX MATTERS

Federal Tax Laws

Numerous provisions of the Internal Revenue Code of 1986, as amended (the "Code"), affect the issuers of state and local government bonds, such as the Authority, and impair or restrict the ability of the Authority to finance projects on a tax-exempt basis. Failure on the part of the Authority to comply with any one or more of such provisions of the Code, or any regulations under the Code, could render interest on the Bonds includable in the gross income of the owners thereof for purposes of federal income tax retroactively to the date of issuance of the Bonds. Among these provisions are rules relating to: (a) investment of funds treated as proceeds of the Bonds; (b) the advance refunding of tax-exempt bonds; and (c) the use of proceeds of the Bonds to benefit private activities. In addition, under the Code, the Authority is required to file an information return with respect to the Bonds and, if applicable, to "rebate" to the federal government certain arbitrage profits on an ongoing basis throughout the term of the issue constituting the Bonds. Bond Counsel has not undertaken to determine (or to inform any person) whether any action taken (or not taken) or events occurring (or not occurring) after the date of issuance of the Bonds may affect the tax status of interest on the Bonds.

Other provisions of the Code affect the purchasers and holders of certain state and local government bonds such as the Bonds. Prospective purchasers of the Bonds should be aware that: (i) Section 265 of the Code denies a deduction for interest on (a) indebtedness incurred or continued to purchase or carry certain state or local government bonds, such as the Bonds, or, (b) in the case of a financial institution, that portion of a financial institution's interest expense allocated to interest on certain state or local government bonds, such as the Bonds, unless the issuer of the state or local government bonds designates the bonds as "qualified tax-exempt obligations" for the purpose and effect contemplated by Section 265(b)(3)(B) of the Code (the Authority has not designated the Bonds as "qualified tax-exempt obligations" under Section 265(b)(3) of the Code, as such phrase is defined in the Code); (ii) certain corporations must take into account interest on certain state or local government bonds, such as the Bonds, in determining adjusted current earnings for the purpose of computing the alternative minimum tax imposed on such corporations; (iii) with respect to insurance companies subject to the tax imposed by Section 831 of the Code, Section 832 (b)(5)(B)(1) reduces the deduction for loss reserves by 15% of the sum of certain items, including interest and amounts treated as such on certain state or local government bonds such as the Bonds; (iv) interest on certain state or local government bonds, such as the Bonds, earned by certain foreign corporations doing business in the United States could be subject to a branch profits tax imposed by 21

Section 884 of the Code, (v) if a Subchapter S corporation has passive investment income (which passive investment income will include interest on state and local government bonds, such as the Bonds) exceeding 25% of such Subchapter S corporation's gross receipts and if such Subchapter S corporation has Subchapter "C" earnings and profits, then interest income derived from state and local government bonds, such as the Bonds, may be subject to federal income tax under Section 1375 of the Code; and (vi) Section 86 of the Code requires recipients of certain Social Security and certain Railroad Retirement benefits to take into account, in determining gross income, receipts or accruals of interest on certain state or local government bonds, such as the Bonds.

Proposals to alter or eliminate the exclusion of interest on tax-exempt bonds from gross income for some or all taxpayers have been made in the past and may be made again in the future. Future legislation, if enacted into law, or clarification of the Code may cause interest on the Bonds to be subject, directly or indirectly, to federal income taxation, or otherwise prevent Beneficial Owners from realizing the full current benefit of the tax status of such interest. The introduction or enactment of any such future legislation or clarification of the Code may also affect the market price for, or marketability of, the Bonds. PROSPECTIVE PURCHASERS OF THE BONDS SHOULD CONSULT THEIR OWN TAX ADVISERS REGARDING ANY PROPOSED FEDERAL TAX LEGISLATION, AS TO WHICH BOND COUNSEL EXPRESSES NO OPINION.

The opinion of Bond Counsel is based on current legal authority, covers certain matters not directly addressed by such authorities, and represents Bond Counsel’s judgment as to the proper treatment of the Bonds for federal income tax purposes. It is not binding on the Internal Revenue Service or the courts.

Bond Counsel’s engagement with respect to the Bonds ends with the issuance of the Bonds.

Tax Exemption

In the opinion of Bond Counsel, assuming continuing compliance by the Authority with certain certificates and agreements relating to the use of Bond proceeds and covenants to comply with provisions of the Code and any applicable regulations thereunder, now or hereafter enacted, interest on the Bonds is not includable in the gross income of the holders of the Bonds under Section 103(a) of the Code and interest on the Bonds is not an item of tax preference for purposes of the federal individual and corporate alternative minimum taxes, except as described above under the caption "Federal Tax Laws". The tax exemption described above does not extend to corporations required to include interest on the Bonds in the calculation of alternative minimum taxable income within the meaning provided in Section 56 of the Code. Other provisions of the Code will affect certain purchasers and holders of the Bonds. See "Federal Tax Laws” above.

The Authority has NOT designated and determined under and for purposes of Section 265(b)(3)(B) of the Code to qualify each of the Bonds as a "qualified tax-exempt obligation" as such phrase is defined in the Code.

In the opinion of Bond Counsel, under the laws of the Commonwealth of Pennsylvania, the Bonds and the interest on the Bonds shall be free from taxation for State and local purposes within the Commonwealth, but this exemption shall not extend to gift, estate, succession or inheritance taxes or any other taxes not levied directly on the Bonds or the interest thereon. Under the laws of the Commonwealth, profits, gains or income derived from the sale, exchange or other disposition of the Bonds shall be subject to state and local taxation within the Commonwealth of Pennsylvania.

The Authority will issue its certificate regarding the facts, estimates and circumstances in existence on the date of delivery of the Bonds and regarding the anticipated use of the proceeds of the Bonds. The Authority will certify that, on the basis of the facts, estimates and circumstances in existence on the date of issuance of the Bonds, the Authority does not reasonably expect to use the proceeds of the Bonds in a manner that would cause the Bonds to be or become "arbitrage bonds" or “private activity bonds”, as defined in Section 148 and Section 141 of the Code.

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THE ABOVE SUMMARY OF POSSIBLE TAX CONSEQUENCES IS NOT EXHAUSTIVE OR COMPLETE. ALL PURCHASERS OF THE BONDS SHOULD CONSULT THEIR TAX ADVISORS REGARDING THE POSSIBLE FEDERAL, STATE AND LOCAL INCOME TAX CONSEQUENCES OF OWNERSHIP OF THE BONDS. ANY STATEMENTS REGARDING TAX MATTERS HEREIN CANNOT BE RELIED UPON BY ANY PERSON TO AVOID TAX PENALTIES.

Regulations; Future Legislation

Under the provisions of the Code, the Treasury Department is authorized and empowered to promulgate regulations implementing the intent of Congress under the Code which could affect the tax-exemption and/or tax consequences of holding tax-exempt obligations, such as the Bonds. In addition, legislation may be introduced and enacted in the future which could change the provisions of the Code relating to tax-exempt bonds of a state or local government unit, such as the Authority, or the taxability of interest in general.

No representation is made or can be made by the Authority or any other party associated with the issuance of the Bonds as to whether or not any other legislation now or hereafter introduced and enacted will be applied retroactively so as to subject interest on the Bonds to federal income taxes or so as to otherwise affect the marketability or market value of the Bonds.

EACH PURCHASER OF THE BONDS SHOULD CONSULT HIS OR HER OWN TAX ADVISOR REGARDING ANY CHANGES IN THE STATUS OF PENDING OR PROPOSED FEDERAL TAX LEGISLATION.

CONTINUING DISCLOSURE

In accordance with the requirements of Rule 15c2-12 (the "Rule"), promulgated under the Securities Exchange Act of 1934, as amended, by the Securities and Exchange Commission (the "Commission"), the Authority will, in the Disclosure Certificate to be executed by the Authority on the date of settlement of the Bonds, agree to provide, or cause to be provided:

(i) to the Municipal Securities Rulemaking Board’s (“MSRB”) Electronic Municipal Market Access System (“EMMA”) in accordance with the Rule, and to the appropriate State Information Depository ("SID"), if any, designated by the Commonwealth, certain annual information and operating data (collectively, the "Annual Information");

(ii) the Authority's annual audited financial statements, which shall be prepared in conformity with generally accepted accounting principles consistently applied as applicable to municipal authorities of the Commonwealth;

(iii) annual Hotel Room Rental Tax collections;

(iv) the following events with respect to the Bonds shall constitute Reportable Events and shall be provided to the MSRB no later than ten (10) business days after the occurrence: 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, Notices of Proposed Issue (IRS Form 5701-TEB) or other material notices or determinations with respect to the tax status of the Bonds or other material events affecting the tax-exempt status of the Bonds; 7. Modifications to rights of 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; 23

11. Rating changes; 12. Tender offers for the Bonds; 13. Bankruptcy, insolvency, receivership or similar event of the Authority (or any other entity that is an Authority within the meaning of the Rule with respect to the Bonds); 14. The consummation of a merger, consolidation, or acquisition involving the Authority (or any other entity that is an Authority within the meaning of the Rule with respect to the Bonds) or the sale of all or substantially all of the assets of the Authority or any such Authority, other than in the ordinary course of business, the 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 15. The appointment of a successor or additional trustee or the change of name of a trustee, if material; and

(v) in a timely manner, to the MSRB via EMMA and to the SID, if any, notice of its failure to provide the Annual Information and audited financial statements with respect to itself on or before the date specified in the Disclosure Agreement.

The Annual Information will be provided to the MSRB via EMMA and to the SID, if any, not later 270 days after the end of each fiscal year of the Authority.

The obligations of the Authority described above will remain in effect only for such period as (i) the Bonds are outstanding in accordance with their terms, and (ii) the Authority remains an obligated person with respect to the Bonds within the meaning of the Rule. The Authority reserves the right to terminate its obligation to provide the Annual Information, audited financial statements, and notices of material events, as set forth above, if and when the Authority is no longer an obligated person with respect to the Bonds within the meaning of the Rule. The Authority acknowledges that its undertaking pursuant to the Rule described under this caption is intended to be for the benefit of the holders of the Bonds (including holders of beneficial interests in the Bonds).

Each Bondholder (including beneficial owners) may enforce the Authority's continuing disclosure undertaking; provided that, the right to enforce the provisions of the undertaking will be limited to a right to obtain specific enforcement of the Authority's obligations under its continuing disclosure undertaking. Any failure by the Authority to comply with the provisions of the undertaking will not constitute a default or an event of default with respect to the Bonds.

The obligations of the Authority described above may be amended without the consent of the Bondholders, to the extent permitted by the Rule, as from time to time amended.

Prior to the issuance of the Bonds, the Authority has not been obligated to provide continuing disclosure relating to its previous issues. Beginning with fiscal year ending December 31, 2013, the Authority will be obligated to provide continuing disclosure information as outlined above.

CERTAIN RISK FACTORS

Prospective purchasers of the Bonds should be aware of certain present and future risks associated with the Bonds, as listed below:

The Bonds are not guaranteed by the Commonwealth of Pennsylvania, the County of Lackawanna or any other governmental body. The Authority has no taxing power.

The Authority has no assets other than its interest in the proceeds of the Bonds and other funds on deposit under the Indenture, the Stadium, the Hotel Tax Revenues and the revenues derived from the operation of the Stadium. The revenues derived from the operation of the Stadium are not available for payment of debt service on the Bonds. For more information on the Stadium, please refer to Appendix C- The Stadium.

The tax-exempt status of the interest on the Bonds is subject to continuing compliance with certain covenants of the Authority regarding compliance with the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder. 24

The forgoing list of assumptions and certain risk factors should not be relied upon as an exhaustive list of all of the assumptions and risk factors associated with the Bonds.

CERTAIN RELATIONSHIPS

PNC Capital Markets LLC is the underwriter and initial Remarketing Agent of the Bonds. PNC Bank, National Association is providing the initial liquidity facility in the form of the Letter of Credit. PNC Capital Markets LLC and PNC Bank, National Association are wholly-owned subsidiaries of The PNC Financial Services Group, Inc.

Financial S&Lutions LLC, an affiliated business of Stevens & Lee, P.C., Bond Counsel, is serving as financial advisor to the Authority in connection with the preparation, authorization and issuance of the Bonds.

In 2007, PNC Bank, National Association entered into an agreement with the Authority for certain naming rights relating to the Stadium and, through a subsequent agreement, the naming rights were extended to September 30, 2014.

UNDERWRITING

The Bonds are being purchased by PNC Capital Markets LLC as Underwriter, from the Authority, pursuant and subject to the terms and conditions set forth in the Bond Purchase Agreement. The Bonds will be purchased at a purchase price of $18,894,120.00 which consists of the aggregate principal amount of $18,970,000.00 minus an Underwriter’s discount of $75,880.00. To the extent permitted by law, the Authority has agreed to indemnify the Underwriters against certain civil liabilities, including certain liabilities with respect to federal securities laws. The Underwriter intends to offer the Bonds to investors at 100% of the aggregate principal amount of the Bonds.

FINANCIAL ADVISOR

Financial S&Lutions LLC, Reading, Pennsylvania, has served as financial advisor (the “Financial Advisor”) to the Authority in connection with the preparation, authorization, issuance and sale of the Bonds. The Financial Advisor is not obligated to undertake, and has not undertaken to make, an independent verification, or to assume responsibility for the accuracy, completeness, or fairness of the information contained in this Official Statement. Financial S&Lutions LLC is a registered independent advisory firm and is not engage in the business of underwriting, trading or distributing municipal securities or other public securities.

RATING

Standard & Poor’s Rating Services, a division of The McGraw-Hill Companies, Inc. (“S&P”) has assigned the Bonds a long term rating of “A” and a short term rating of “A-1” based upon the issuance of the Letter of Credit by the Bank. The Bank has furnished S&P with certain information and materials relating to the Bank which have not been included in this Official Statement. Generally, S&P bases its rating on information and materials so furnished and on investigations, studies and assumptions by such rating agency. The rating assigned to the Bonds reflects the views of S&P at the time the rating was issued, and an explanation of the significance of the rating may be obtained only from S&P. Such rating is not a recommendation to buy, sell or hold the Bonds. There is no assurance that such rating will continue for any given period of time or that they will not be lowered or withdrawn entirely by S&P, if in its judgment, circumstances so warrant. Any such downward revision or withdrawal of the rating may have an adverse effect on the market price of the Bonds.

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MISCELLANEOUS

The information set forth in this Official Statement has been obtained from the Authority and from other sources believed to be reliable. Insofar as any statement herein includes matters of opinion or estimates about future conditions, it is not intended as representation of fact, and there is no guarantee that it is, or will be realized. Summaries or descriptions of provisions of the Bonds, the Indenture, and all references to other materials not purporting to be quoted in full are only brief outlines of some of the provisions thereof. Reference is hereby made to the complete documents, copies of which will be furnished by the Authority upon request.

The Authority has authorized the distribution of this Official Statement.

MULTI-PURPOSE STADIUM AUTHORITY OF LACKAWANNA COUNTY

By:/s/ Christopher Munley Chairman

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APPENDIX A

THE BANK

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October 18, 2013 PNC BANK, NATIONAL ASSOCIATION

This summary incorporates by reference certain Call Reports of PNC Bank, National Association (“PNC Bank”), filed with the Office of the Comptroller of the Currency (“OCC”), and certain reports of its parent, The PNC Financial Services Group, Inc. (“PNC Financial”), filed with the Securities and Exchange Commission (“SEC”), as set forth below under the heading “Incorporation of Certain Documents by Reference.” You should read those reports and the information set forth below under the headings “PNC Bank and PNC Financial” and “Supervision and Regulation.”

You should also understand that, except to the limited extent described herein, this summary does not describe the business or analyze the condition, financial or otherwise, of PNC Bank or otherwise describe any risks associated with PNC Bank or the Letter of Credit. You must rely on your own knowledge, investigation and examination of PNC Bank and PNC Bank’s creditworthiness.

Neither PNC Bank nor PNC Financial makes any representation regarding the Bonds or the advisability of investing in the Bonds, nor do they make any representation regarding, nor has PNC Bank or PNC Financial participated in the preparation of, any document of which this summary is a part other than the information supplied by PNC Bank or PNC Financial and presented in this summary headed “PNC Bank, National Association.”

THE LETTER OF CREDIT IS SOLELY AN OBLIGATION OF PNC BANK AND IS NEITHER AN OBLIGATION OF NOR GUARANTEED BY PNC FINANCIAL OR ANY OF ITS OTHER AFFILIATES.

PNC Bank and PNC Financial

PNC Bank is a national banking association with its headquarters in Pittsburgh, Pennsylvania and its main office in Wilmington, Delaware. PNC Bank is a wholly-owned indirect subsidiary of PNC Financial and is PNC Financial’s principal bank subsidiary. PNC Bank’s origins as a national bank date to 1865. PNC Bank offers a wide range of commercial banking, retail banking, residential mortgage banking, and trust and wealth management services to its customers. PNC Bank’s business is subject to examination and regulation by federal banking authorities. Its primary federal bank regulator is the OCC and its deposits are insured by the Federal Deposit Insurance Corporation (“FDIC”).

PNC Financial, the parent company of PNC Bank, was incorporated under the laws of the Commonwealth of Pennsylvania in 1983 with the consolidation of Pittsburgh National Corporation and Provident National Corporation. Since 1983, PNC Financial has diversified its geographic presence, business mix and product capabilities through internal growth, strategic bank and non-bank acquisitions and equity investments, and the formation of various non-banking subsidiaries.

PNC Financial is one of the largest diversified financial services companies in the United States and is headquartered in Pittsburgh, Pennsylvania. PNC Financial has businesses engaged in retail banking, corporate and institutional banking, asset management, and residential mortgage banking. PNC Financial provides many of its products and services nationally, as well as products and services in PNC Financial’s primary geographic markets located in Pennsylvania, Ohio, New Jersey, Michigan, Illinois, Maryland, Indiana, North Carolina, Florida, Kentucky, Washington, D.C., Delaware, Alabama, Virginia, Georgia, Missouri, Wisconsin and South Carolina. PNC Financial also provides certain products and services internationally.

PNC Financial in billions September 30, 2013 December 31, 2012 Total assets $308.6 $305.1 Total deposits $216.1 $213.1 Shareholders’ equity $41.1 $39.0

PNC Bank in billions June 30, 2013 December 31, 2012 Total assets $294.5 $295.0 Total loans (net of unearned income) and loans held for sale $193.7 $189.7 Total deposits $216.1 $216.7 Total bank equity capital $35.9 $36.3 Total equity capital $37.7 $38.4

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Supervision and Regulation

PNC Financial, the parent company of PNC Bank, is a bank holding company and a financial holding company and is subject to numerous governmental regulations involving both its business and organization. To a substantial extent, the purpose of the regulation and supervision of financial services institutions and their holding companies is not to protect shareholders and non-customer creditors, but rather to protect customers (including depositors) and the financial markets in general.

PNC Financial’s businesses are subject to regulation by multiple bank regulatory bodies as well as multiple securities industry regulators. Applicable laws and regulations restrict permissible activities and investments and require compliance with protections for loan, deposit, brokerage, fiduciary, investment management and other customers, and for the protection of customer information, among other things. Applicable laws and regulations also restrict PNC Financial’s ability to repurchase stock or pay dividends, or to receive dividends from subsidiaries that operate in the banking and securities businesses, and impose capital adequacy requirements. PNC Financial and its subsidiaries are also subject to laws and regulations designed to combat money laundering, terrorist financing, and transactions with persons, companies or foreign governments designated by U.S. authorities. The consequences of noncompliance can include substantial monetary and nonmonetary sanctions as well as damage to reputation and businesses. In addition, PNC Financial and PNC Bank are subject to comprehensive examination and supervision by banking and other regulatory bodies. Examination reports and ratings (which often are not publicly available) and other aspects of this supervisory framework can materially impact the conduct, growth, and profitability of the company’s businesses.

There have been numerous legislative and regulatory developments and dramatic changes in the competitive landscape of the financial services industry over the last several years. The United States and other governments have undertaken major reform of the regulation of the financial services industry, including engaging in new efforts to impose requirements designed to strengthen the stability of the financial system and protect consumers and investors. PNC Financial expects to face further increased regulation of the financial services industry as a result of current and future initiatives intended to provide economic stimulus, financial market stability, and enhanced regulation of financial services companies and to enhance the liquidity and solvency of financial institutions and markets. PNC Financial and PNC Bank also expect in many cases more intense scrutiny from their supervisors in the examination process and more aggressive enforcement of regulations on both the federal and state levels. Compliance with new regulations will increase the company’s costs and reduce its revenue. Some new regulations may limit the company’s ability to pursue certain desirable business opportunities.

The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), enacted in July 2010, mandates the most wide-ranging overhaul of financial industry regulation in decades. Many parts of the law are now in effect, and others are now in the implementation stage, which is likely to continue for several years.

Additional information concerning recent legislative and regulatory developments, including developments related to the implementation of the Basel III capital framework, as well as certain governmental, legislative and regulatory inquiries and investigations that may affect PNC Financial, and a general discussion of some of the elements of the regulatory framework affecting PNC Financial and its subsidiaries and discussion of certain business, regulatory and legal risks that affect PNC Financial can be found in the following sections of PNC Financial’s 2012 Annual Report on Form 10-K, as such discussion may be amended or updated in other reports filed by PNC Financial with the SEC: the Supervision and Regulation section included in Item 1; the Risk Factors included in Item 1A; the Recent Market and Industry Developments and Risk Management sections included in Item 7; and the Regulatory Matters, Legal Proceedings, and Commitments and Guarantees Notes of the Notes To Consolidated Financial Statements included in Item 8.

Incorporation of Certain Documents by Reference

PNC Bank submits quarterly to the OCC, its primary federal bank regulator, certain unaudited reports called “Consolidated Reports of Condition and Income” (“Call Reports”). Each Call Report consists of a balance sheet, income statement, information on changes in equity capital, and other supporting schedules as of the end of or for the period to which the report relates. The Call Reports are prepared in accordance with regulatory instructions issued by the Federal Financial Institutions Examination Council. Because of the special supervisory, regulatory and economic policy needs served by the Call Reports, those regulatory instructions do not in all cases follow accounting principles generally accepted in the United States, including the opinions and statements of the Accounting Principles Board or the Financial Accounting Standards Board (“U.S. GAAP”). While the Call Reports are supervisory and regulatory documents, not primarily financial accounting documents, and do not provide a complete range of financial disclosure about PNC Bank, the reports nevertheless provide important information concerning the financial condition and results of operations of PNC Bank.

The publicly available portions of the Call Reports are on file with, and publicly available on written request to, the FDIC, Public Information Center, 3501 North Fairfax Drive, Arlington, VA 22226, or by calling the FDIC Public -2-

Information Center at 877-275-3342 or 703-562-2200. The Call Reports are also available by accessing the FDIC’s website at http://www.fdic.gov.

PNC Financial, the parent company of PNC Bank, is subject to the informational requirements of the Securities Exchange Act of 1934 as amended (“Exchange Act”). In accordance with the Exchange Act, PNC Financial files annual, quarterly and current reports, proxy statements, and other information with the SEC. PNC Financial’s SEC File Number is 001-09718. You may read and copy this information at the SEC’s Public Reference Room, located at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. You can obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330 or 202-551-8090. You can also obtain copies of this information by mail from the public reference section of the SEC, 100 F Street, N.E., Washington, D.C. 20549, at prescribed rates.

The SEC also maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers, like PNC Financial, who file electronically with the SEC. The address of that website is www.sec.gov. You can also inspect reports, proxy statements and other information about PNC Financial at the offices of the New York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005.

We have included the web addresses of the FDIC and the SEC as inactive textual references only. Except as specifically incorporated by reference into this summary, information on those websites is not part hereof.

The publicly-available portions of PNC Bank’s Call Reports for the years ended December 31, 2012, December 31, 2011, and December 31, 2010 and the quarters ended March 31, 2013 and June 30, 2013, and of any amendments or supplements thereto, as filed by PNC Bank with the OCC, are incorporated herein by reference. The publicly-available portions of each other PNC Bank Call Report, and of any amendments or supplements thereto or to any of the PNC Bank Call Reports listed above, filed with the OCC after December 31, 2012 and prior to the expiration of the Letter of Credit are also incorporated herein by reference and will be deemed a part hereof from the date of filing of each such document. Subsequently filed reports, and amendments or supplements to reports, will automatically update and supersede prior information.

In addition to the Call Reports referred to above, PNC Bank incorporates herein by reference the following documents: PNC Financial’s Annual Report on Form 10-K for the year ended December 31, 2012; PNC Financial’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2013 and June 30, 2013; PNC Financial’s Current Reports on Form 8-K filed with the SEC on February 7, 2013, February 21, 2013, March 1, 2013 (with respect to Item 5.02), March 15, 2013, March 19, 2013, March 22, 2013, April 8, 2013, April 29, 2013, May 1, 2013, May 7, 2013, June 7, 2013, August 1, 2013, August 15, 2013, September 6, 2013 and September 13, 2013, and the second Current Report on Form 8-K filed on October 16, 2013 (with respect to Exhibit 99.1 thereof); and any amendments or supplements to those reports. Each other annual, quarterly and current report, and any amendments or supplements thereto or to any of the PNC Financial reports listed above, filed by PNC Financial with the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act after December 31, 2012 and prior to the expiration of the Letter of Credit is also incorporated herein by reference and will be deemed a part hereof from the date of filing of each such document. Subsequently filed reports, and amendments or supplements to reports, will automatically update and supersede prior information. The information incorporated by reference herein does not include any report, document or portion thereof that PNC Financial furnishes to, but does not file with, the SEC unless otherwise specifically provided above.

Neither the delivery of this document nor the sale of any Bonds will imply that the information herein or in any document incorporated by reference is correct as of any time after its date. Any statement contained in a document incorporated or deemed to be incorporated by reference herein will be deemed to be modified or superseded for purposes hereof to the extent that a statement contained therein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part hereof.

Any of the above documents incorporated herein by reference (other than exhibits to such documents unless such exhibits are specifically incorporated by reference into such documents) are available upon request by holders of the Bonds or by prospective investors in the Bonds without charge: (1) in the case of PNC Bank documents, by written request addressed to Ronald Lewis, Manager of Regulatory Reporting, at The PNC Financial Services Group, Inc., One PNC Plaza, 249 Fifth Avenue, Pittsburgh, Pennsylvania 15222-2707; or (2) in the case of PNC Financial documents, (a) for copies without exhibits, by contacting Shareholder Services at 800-982-7652 or via the online contact form at wwww.computershare.com/contactus, and (b) for exhibits, by contacting Shareholder Relations at 800-843-2206 or via e-mail at [email protected]. The interactive data file (“XBRL”) exhibit is only available electronically.

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APPENDIX B

PROPOSED FORM OF OPINION OF BOND COUNSEL

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STEVENS & LEE LAWYERS & CONSULTANTS 425 Spruce Street Scranton, PA 18503 (570) 343-1827 Fax (570) 343-1892 www.stevenslee.com

November 15, 2013

Re: $18,970,000 Multi-Purpose Stadium Authority of Lackawanna County Variable Rate Demand Hotel Room Rental Tax Revenue Bonds, Series of 2013 (the “Bonds”)

TO: THE REGISTERED OWNERS OF THE ABOVE-CAPTIONED BONDS:

We have acted as Bond Counsel in connection with the issuance by the Multi-Purpose Stadium Authority of Lackawanna County (the “Authority”) of the above-captioned Bonds under the Municipality Authorities Act of the Commonwealth of Pennsylvania, 53 Pa. C.S. §5601, et. seq., Act 22 of 2001, effective June 19, 2001, which codifies and amends the Municipality Authorities Act of 1945, as amended and supplemented (the “Act”). The Bonds are being issued pursuant to the provisions of a Trust Indenture, dated as of November 1, 2013, between the Authority and Community Bank, N.A., as trustee (the “Trust Indenture”), and a resolution of the Board of the Authority adopted on October 23, 2013 (the “Resolution”). The proceeds of the Bonds will be used by the Authority to finance a project (the “2013 Project”) consisting generally of the following: (1) currently refunding the Authority’s outstanding (a) Hotel Room Rental Tax Revenue Note, Series A of 2012 (the “Series A of 2012 Note”), (b) Hotel Room Rental Tax Revenue Note, Series B of 2012 (the “Series B of 2012 Note”), and (c) Stadium Facility Revenue Note, Series of 2012; and (2) paying the costs and expenses of issuing the Bonds. All capitalized terms used in this opinion and not defined herein shall have the meanings assigned to them in the Trust Indenture unless the context clearly requires otherwise.

In connection with the issuance of the Bonds, PNC Bank, National Association (the “Bank”) has, at the request and for the account of the Authority, issued an irrevocable, direct-pay Letter of Credit dated the date of issuance of the Bonds (the “Letter of Credit”), in favor of the Trustee. Pursuant to the terms and conditions set forth in the Letter of Credit and the Trust Indenture, the Trustee is permitted and required to draw upon the Bank, funds to pay an amount equal to the unpaid principal amount and purchase price of and accrued interest on, the outstanding Bonds, as provided in the Letter of Credit.

The Authority has entered into a County Agreement, dated the date hereof (the “County Agreement”), with the County of Lackawanna, Pennsylvania (the “County”), and the Trustee, to provide for the procedures relating to the deposit and disbursement of revenues generated from the Lackawanna County Hotel Room Rental Tax imposed by the County pursuant to the provisions of Ordinance #221 enacted by the Lackawanna County Board of Commissioners on August 27, 2012 (the “Ordinance”).

A PROFESSIONAL CORPORATION Philadelphia  Reading  Valley Forge  Lehigh Valley  Harrisburg  Lancaster Scranton  Wilkes-Barre  Princeton  Cherry Hill  New York  Wilmington

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November 15, 2013 Page 2

The Bonds issued this date are dated, mature and bear interest and are subject to redemption and tender prior to maturity upon the terms and conditions stated therein and in the Trust Indenture. The Bonds are issuable as registered bonds initially in denominations of $100,000 and integral multiples of $5,000 in excess thereof.

In our capacity as Bond Counsel, we have reviewed the following:

1. The Act;

2. A certified copy of the Articles of Incorporation of the Authority;

3. Sections 103 and 141 through 150 of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations and rulings promulgated thereunder;

4. The General Certificate of the Authority and all exhibits thereto;

5. The opinion of Wright & Reihner PC, in its capacity as counsel to the Authority;

6. The opinion of Donald J. Frederickson, Jr., Esquire, in his capacity as solicitor to the County;

7. The Bond Purchase Agreement between the Authority and PNC Capital Markets LLC, as underwriter named therein (the “Underwriter”), dated November 14, 2013;

8. A specimen copy of one of the Bonds;

9. An executed Nonarbitrage Certificate of the Authority delivered this day;

10. An executed Certificate of the Underwriter delivered this day;

11. An executed Certificate of the Bank delivered this day;

12. An executed Certificate of Financial S&Lutions, LLC, as financial advisor to the Authority, delivered this day;

13. The information return of the Authority on Form 8038-G delivered this day; and

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14. Original counterparts or certified copies of the Trust Indenture, the Reimbursement, Credit and Security Agreement dated as of November 1, 2013 between the Bank and the Authority, the Letter of Credit, the Remarketing Agreement dated as of November 1, 2013 between PNC Capital Markets LLC, in its capacity as remarketing agent, and the Authority, the County Agreement and the other documents, agreements, certificates and opinions delivered at the closing held this day.

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Based and in reliance upon the foregoing, our attendance at the closing held this day and subject to the caveats, qualifications, exceptions and assumptions set forth herein, it is our opinion that, as of the date hereof, under existing law:

1. The Authority is a body corporate and politic, validly existing under the laws of the Commonwealth of Pennsylvania (the “Commonwealth”), with full power and authority to execute and deliver the Trust Indenture and to issue and sell the Bonds.

2. The Trust Indenture has been duly authorized, executed and delivered by the Authority and such document constitutes the valid and binding obligation of the Authority.

3. The issuance of the Bonds has been duly authorized by the Authority. The Bonds have been duly and validly authorized, executed and delivered by the Authority and, when duly authenticated by the Trustee, will constitute valid and binding obligations of the Authority.

4. Under the laws of the Commonwealth of Pennsylvania, the Bonds and interest on the Bonds shall be free from taxation for State and local purposes within the Commonwealth, but this exemption does not extend to gift, estate, succession or inheritance taxes or any other taxes not levied directly on the Bonds or the interest thereon. Under the laws of the Commonwealth, profits, gains or income derived from the sale, exchange or other disposition of the Bonds are subject to State and local taxation within the Commonwealth.

5. Interest on the Bonds is not includable in gross income under Section 103(a) of the Code.

6. Under the Code, interest on the Bonds held by persons other than corporations (as defined for federal tax purposes) does not constitute an item of tax preference under Section 57 of the Code and thus is not subject to alternative minimum tax for federal income tax purposes.

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7. Under the Code, interest on the Bonds held by a corporation (as defined for federal tax purposes) does not constitute an item of tax preference under Section 57 of the Code; however, corporations subject to alternative minimum tax will be required to include, among other things, amounts treated as interest on the Bonds as an adjustment in computing alternative minimum taxable income in the manner provided in Section 56 of the Code.

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In connection with providing the foregoing opinions, we call to your attention the following:

A. As to questions of fact material to our opinion, we have relied upon the representations, statements, expectations and certifications contained in the documents and other certified proceedings reviewed by us (including, without limitation, certificates, agreements and representations by the Authority as to the expected use of the proceeds of the Bonds and as to continuing compliance with Section 148 of the Code to assure that the Bonds do not become “arbitrage bonds”), without undertaking to verify the same by independent investigation. We have also relied upon the genuineness, authenticity, truthfulness and completeness of all facts, information, representations, and certifications contained in the agreements, certificates, documents, records and other instruments executed and delivered at or in connection with the closing held this day and have assumed compliance with the state and federal securities laws. We have also assumed the genuineness of the signatures appearing upon all the certificates, documents and instruments executed and delivered at the closing held this day.

B. In providing the opinions set forth in paragraphs 1, 2 and 3 above, we have relied, without independent investigation, on the opinion of Wright & Reihner PC as counsel to the Authority with respect to the matters stated therein.

C. In connection with the opinions set forth in paragraphs 2 and 3 above, we call to your attention that the legality, validity, binding nature and enforceability of the documents referred to therein may be limited by: (a) the availability or unavailability of equitable remedies including, but not limited to, specific performance and injunctive relief; (b) the effect of bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws or equitable principles generally affecting creditors’ rights or remedies; (c) the effect of certain laws and judicial decisions limiting on constitutional or public policy grounds any provisions set forth in such documents purporting to waive rights of due process and legal procedure; (d) the application of a standard of “good faith” or “commercial reasonableness” to any decisions, actions or conduct on the Trustee’s or the Bank’s part; and (e) application of the Pennsylvania Deficiency Judgment Statute.

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D. In providing the opinion set forth in paragraph 5 above, we have assumed continuing compliance by the Authority with requirements of the Code and the applicable regulations thereunder which must be met subsequent to the issuance of the Bonds in order that the interest thereon be and remain excluded from gross income for federal income tax purposes. The Authority has covenanted to comply with such requirements. Failure to comply with such requirements could cause the interest on the Bonds to be included in gross income retroactive to the date of issuance of such Bonds. We further advise you that we have not undertaken to determine (or to inform any person) whether any actions taken (or not taken) or events occurring (or not occurring) after the date of issuance of the Bonds may affect the tax status of interest on the Bonds.

E. In providing the opinions set forth in paragraphs 6 and 7 above, we have assumed continuing compliance by the Authority with requirements of the Code and applicable regulations thereunder which must be met subsequent to the issuance of the Bonds in order that the interest thereon not constitute an item of tax preference under Section 57 of the Code. Failure to comply with such requirements could cause the interest on the Bonds to constitute an item of tax preference under Section 57 of the Code retroactive to the date of issuance of the Bonds.

F. Except as specifically set forth above, we provide no opinion regarding other federal income tax consequences arising with respect to the Bonds, including, without limitation, the treatment for federal income tax purposes of gain or loss, if any, upon the sale, redemption or other disposition of the Bonds prior to the maturity of the Bonds subject to original issue discount and the effect, if any, of certain other provisions of the Code which could result in collateral federal income tax consequences to certain investors as a result of adjustments in the computation of tax liability dependent on tax-exempt interest.

G. The Bonds are special limited obligations of the Authority, payable only out of amounts provided under the Letter of Credit and amounts that may be held by or available to the Trustee under the Trust Indenture. The Bonds do not pledge the credit or taxing power of the Commonwealth or any political subdivision thereof. The Authority has no taxing power.

H. We have not been engaged to verify, nor have we independently verified, nor do we herein provide any opinion to the registered owners of the Bonds with respect to, the accuracy, completeness or truthfulness of any statements, certifications, information or financial statements set forth in the Official Statement dated November 4, 2013 (the “Official Statement”), or with respect to any other materials used in connection with the offer and sale of the Bonds.

STEVENS & LEE LAWYERS & CONSULTANTS

November 15, 2013 Page 6

I. We provide no opinion with respect to whether the Authority or the Bank, in connection with the sale of the Bonds or the preparation of the Official Statement has made any untrue statement of a material fact or omitted to state a material fact necessary in order to make any statements made therein, not misleading. Further, we have not verified, and provide no opinion as to the accuracy of, any “CUSIP” identification number which may be printed on any Bond.

Very truly yours,

STEVENS & LEE, P.C.

APPENDIX C

THE STADIUM

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THE STADIUM

General

The Stadium, now known as PNC Field, opened in 1989 as the Lackawanna County Multi-Purpose Stadium. In 2007, PNC Bank National Association entered into an agreement with the Authority for certain naming rights relating to the Stadium and, through a subsequent agreement, the naming rights were extended to September 30, 2014.

The Stadium was originally home to the Philadelphia Phillies AAA affiliate, the Scranton/Wilkes-Barre Red Barons. Since 2007, the Stadium has been home to the New York Yankees AAA affiliate which was renamed the RailRiders in 2013.

In 2012, the team played their entire season on the road while the facility underwent a $43.3 million renovation project. PNC Field has a natural Kentucky Blue grass playing surface, capacity for 10,000 fans, 18 suites and a 6,400 square foot club level. There are several hospitality areas including first and third base party decks and the Kost Party Pavilion. The Budweiser RailHouse is a multi- tiered outdoor social settling located just beyond the right-field fence. There is also a 3,800 square foot Family Fun Zone with a 30-foot bounce house and games for kids as well as lawn seating in the Northeast PA Honda Dealer Homers Zone.

Other amenities at the field include 12,700 square feet of covered concourse space, a 1,900 square-foot team store and a 360- degree concourse which wraps around the field. A high-definition video screen tops a scoreboard in left field while a 150-foot long video board graces the right field wall.

The Stadium is owned by the Authority. The Stadium is operated by the Scranton/Wilkes-Barre Yankees, LLC, a joint venture between Mandalay Sports Entertainment and The New York Yankees. The Scranton/Wilkes-Barre Yankees, LLC, also owns the RailRiders AAA league franchise.

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