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Piper Jaffray & NEW ISSUE - BOOK ENTRY MOODY'S INVESTOR SERVICES RATING: "Aaa"/"VMIG 1" In the opinion of Kutak Rock LLP, Bond Counsel, based on existing laws, regulations, rulings and judicial decisions, and assuming the accuracy of certain representations and continuing compliance with certain covenants, interest on the Bonds is excluded from gross income for federal income tax purposes and is not a specific preference item for purposes of the federal alternative minimum tax. Bond Counsel is also of the opinion that interest on the Bonds is exempt from current State of California personal income taxes. Bond Counsel expresses no opinion regarding other tax consequences related to the ownership or disposition of or the accrual or receipt ofinterest on, the Bonds. For a more complete description, see "TAX MATTERS" herein. $7,000,000 California Infrastructure and Economic Development Bank Variable Rate Demand Revenue Bonds (Southern California Public Radio Project), Series 2005 (DTC Book-Entry Only) Dated: Date of Issue Maturity Date: September 1, 2025 The California Infrastructure and Economic Development Bank (the "Issuer") is offering $7,000,000 of its Variable Rate Demand Revenue Bonds (Southern California Public Radio Project), Series 2005 (the "Bonds"). The Bonds are issuable in fully registered form in denominations of $100,000 or in any greater multiple of $5,000 prior to the commencement of the Fixed Letter of Credit Rate Period. It is expected that the Bonds, when issued, will be registered in the name of Cede & Co., as registered owner and nominee of The Depository Trust Company, New York, New York ("OTC"). Purchasers of the Bonds will not receive physical delivery of bond certificates. Ownership by the beneficial owners of the Bonds will be evidenced by book-entry only. As long as Cede & Co. is the registered owner of the Bonds as nominee of OTC, payments of principal, interest and premium, if any, will be made directly to Cede & Co., which in turn will remit such payment to the OTC Participants for subsequent disbursement to beneficial owners. See "DESCRIPTION OF BONDS-Bonds in Book-Entry Form Only." The Bonds will bear interest at a Variable Rate determined daily, weekly or monthly in the manner described herein (see "DESCRIPTION OF BONDS-Variable Rate") until converted to a Fixed Rate (see "DESCRIPTION OF BONDS-Conversion to Fixed Interest Rate"). The interest rate will initially be determined daily. While the Bonds bear interest at a Variable Rate, the Bonds are subject to purchase at the demand of the owners. See "DESCRIPTION OF BONDS-Optional Tender." IF THE INTEREST RATE ON THE BONDS IS CONVERTED FROM AVARIABLE RATE TO A FIXED RATE, THE BONDS ARE SUBJECT TO A MANDATORY TENDER. See "DESCRIPTION OF BONDS-Conversion to Fixed Interest Rate." Interest is payable (a) during the Variable Rate Period, monthly on the first Business Day of each month beginning October 3, 2005; (b) on any Conversion Date; (c) on any Redemption Date; and (d) during the Fixed Rate Period, if any, semiannually on the first day of each March and' September. Interest, principal and premium, if any, will be paid through Wells Fargo Bank, National Association, as Trustee (the "Trustee"). The payment of principal of, purchase price of and interest on, the Bonds is subject to certain risks. See "INVESTMENT CONSIDERATIONS" in this Official Statement. NEITHER THE STATE OF CALIFORNIA, THE ISSUER, NOR ANY POLITICAL SUBDIVISION NOR AGENCY OF THE STATE OF CALIFORNIA SHALL BE OBLIGATED TO PAY THE BONDS OR THE INTEREST THEREON. NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE STATE OF CALIFORNIA NOR ANY POLITICAL SUBDIVISION NOR AGENCY THEREOF IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF, PREMIUM, IF ANY, PURCHASE PRICE OF, OR INTEREST ON, THE BONDS. NEITHER THE STATE OF CALIFORNIA NOR ANY POLITICAL SUBDIVISION OR AGENCY OF THE STATE OF CALIFORNIA IS IN ANY MANNER OBLIGATED TO MAKE ANY APPROPRIATION FOR SUCH PAYMENTS. THE ISSUER HAS NO TAXING POWER. THE BONDS, TOGETHER WITH THE INTEREST AND PREMIUM (IF ANY) THEREON AND THE PURCHASE PRICE THEREOF, SHALL NOT BE DEEMED TO CONSTITUTE A DEBT OR LIABILITY OF THE STATE OF CALIFORNIA NOR ANY POLITICAL SUBDIVISION OR AGENCY OF THE STATE OF CALIFORNIA. The Bonds have been authorized by the Issuer for the purpose of providing financing to Southern California Public Radio (the "Borrower") for the acquisition of real property and the improvements thereon and for the rehabilitation of such improvements located in Pasadena, California. The Bonds will be secured by: (a) a Letter of Credit; (b) loan payments required to be made by the Borrower under the Loan Agreement; (c) a Guaranty provided by American Public Media Group ("APMG"), the Borrower's parent corporation, whereby APMG guarantees the payment of amounts due from the Borrower under the Loan Agreement; and ( d) moneys and securities held from time to time by the Trustee under the Indenture. The Letter of Credit will be issued by: ALLIED IRISH BANKS, p.l.c., acting through its New York Branch The Letter of Credit expires on September 8, 2008, unless renewed or extended according to its terms. The Letter of Credit may be replaced at any time by a renewal, substitute or replacement letter of credit from either Allied Irish Banks, p.l.c., acting through its New York Branch (the "Bank), or another financial institution, as described under the heading "ALTERNATE LETTER OF CREDIT." The Bonds are offered on the basis of their support by the Letter of Credit and the Guaranty and not on the basis of the financial strength of the Borrower. The Bonds are subject to redemption prior to maturity as described under "REDEMPTION OF BONDS PRIOR TO MATURITY'' herein. The Bonds may also become due in advance of their stated maturities as a result of a default under the Reimbursement Agreement pursuant to which the Letter of Credit is issued as described under the heading "THE REIMBURSEMENT AGREEMENT." The Bonds are offered when, as and if issued by the Issuer and accepted by Piper Jaffray & Co., Minneapolis, Minnesota (the "Underwriter"), subject to prior sale, the withdrawal or modification of the offer without notice, and certain other conditions including the approval of legality by Kutak Rock, LLP Pasadena, California, Bond Counsel. The validity of the Letter of Credit will be passed upon for the Bank by Schiff Hardin LLP, Chicago, Illinois, counsel to the Bank, and by the Bank's legal department. Certain matters will be passed upon by Rodriguez, Horii & Choi LLP, Los Angeles, California and Faegre & Benson LLP, Minneapolis, Minnesota, counsel for the Borrower. It is expected that delivery of the Bonds will be made in a form acceptable to OTC on or about September 8, 2005 (the "Closing Date") against payment therefor. For information with respect to the Underwriter and its compensation, see "UNDERWRITING" herein. PIPER JAFFRAY & CO. September 8, 2005 t. • No dealer, broker, salesman or other person has been authorized by the Issuer, the Bank or the Underwriter to give any information or to make any representations, other than those contained in this Official Statement and if given or made, such other information or representations must not be relied upon as having been authorized by any of the foregoing. This Official Statement does not constitute an offer to sell or the solicitation of any offer to buy, nor shall there be any sale of the Bonds by any person in any jurisdiction in which it is unlawful for such person to make such offer, solicitation or sale. The information set forth in Appendix A has been obtained from the Borrower and the information set forth in Appendix B has been obtained from the Bank. Other information set forth herein has been obtained from the Borrower and sources which are believed to be reliable. The information and expressions of opinion herein are subject to change without notice, and neither the delivery of the Official Statement nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the parties referred to above or that the other information or opinions are correct as of any time subsequent to the date of this Official Statement. TABLE OF CONTENTS INTRODUCTION ................................................................... 1 Events of Default. .......................................................... 18 INVESTMENT CONSIDERATIONS .................................... 2 Remedies ....................................................................... 19 Inability To Obtain Alternate Letter of Credit ................. 2 Damage, Destruction and Condemnation ...................... 19 Mandatory and Optional Redemption or Tender Amendments, Changes and Modifications .................... 19 for Purchase Prior to Maturity ................................. 2 Alterations to the Project and Removal of Effect of Bankruptcy on Security for the Bonds .............. 3 Equipment ............................................................. 19 Determination of Taxability ............................................. 3 Taxes and Other Governmental Charges ....................... 19 Certificate of Compliance and Other Reports ............... 20 THE ISSUER........................................................................... 4 Indemnity ...................................................................... 20 DESCRIPTION OF BONDS ................................................... 4 General Terms ................................................................. 4 THE GUARANTY ...............................................................
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