SPARTANBURG STADIUM FACILITIES CORPORATION

IN 2024, THE CORPORATION ISSUED ITS 63,820,000 INSTALLMENT PURCHASE REVENUE BONDS, TAXABLE SERIES 2024 (THE 2024 BONDS). THE PROCEEDS OF THE 2024 BONDS WERE PRIMARILY USED TO DEFRAY THE COST OF DESIGN, ACQUISITION, CONSTRUCTION, AND EQUIPPING OF A MULTI-USE MUNICIPAL STADIUM INTENDED FOR USE PRINCIPALLY AS A MINOR LEAGUE BASEBALL VENUE (THE STADIUM). THE CITY HAS GROUND LEASED THE SITE OF THE STADIUM UNTIL APRIL 1, 2059 PURSUANT TO A GROUND LEASE AGREEMENT BETWEEN MORGAN & HENRY JOF ESA II, LLC AND THE CITY FOR A BASE RENTAL AMOUNT OF 1.00 PER YEAR. THE CORPORATION AND THE CITY ENTERED INTO A BASE LEASE AND CONVEYANCE AGREEMENT, AND AN INSTALLMENT PURCHASE AND USE AGREEMENT, PURSUANT TO WHICH THE CITY HAS THE RIGHT TO USE THE STADIUM, AND WILL PURCHASE THE STADIUM FROM THE CORPORATION IN INSTALLMENTS, AND THE CORPORATION WILL USE THE CITY'S INSTALLMENT PAYMENTS TO MAKE DEBT SERVICE PAYMENTS ON THE 2024 BONDS. THE CITY HAS SUBLEASED THE STADIUM TO THE TEAM OWNER. ONE HUNDRED PERCENT OF THE ACTIVITIES OF THE CORPORATION RELATE TO ACTIVITIES ON BEHALF OF THE CITY. THE ACTIVITIES OF THE CORPORATION LESSEN A BURDEN ON THE CITY IN THAT THE CITY APPROVED THE ISSUANCE OF THE 2024 BONDS ON THE CITY'S BEHALF AND SELECTED CITY PROJECTS TO BE FINANCED WITH THE PROCEEDS OF THE 2024 BONDS (E.G. AN OBJECTIVE MANIFESTATION BY A GOVERNMENTAL UNIT THAT IT CONSIDERS THE ACTIVITIES OF THE CORPORATION TO BE ITS BURDEN). IN ADDITION, THE CORPORATION'S ACTIVITIES ASSISTED THE CITY IN DEFRAYING A GOVERNMENTAL EXPENSE. THE CORPORATION'S ACTIVITIES LESSEN THE BURDEN ON THE CITY BECAUSE THE 2024 BONDS ARE A SOURCE OF FINANCING THAT IS NOT SUBJECT TO THE SOUTH CAROLINA CONSTITUTIONAL LIMITATIONS ON DEBT ISSUED BY THE CITY. THE CORPORATION MAY ISSUE BONDS OR ARRANGE OTHER FINANCING IN THE FUTURE TO ACQUIRE AND CONVEY PROPERTY TO THE CITY.