JobsOhio Bond Offering Circular

SUPPLEMENT DATED JANUARY 23, 2013
TO
PRELIMINARY OFFERING CIRCULAR DATED JANUARY 10, 2013
PERTAINING TO
$423,055,000
*
JobsOhio Beverage System
Statewide Senior Lien Liquor Profits
Tax-Exempt Revenue Bonds, Series 2013A
$1,103,685,000
*
Statewide Senior Lien Liquor Profits
Taxable Revenue Bonds, Series 2013B
This is to advise that the LITIGATION section in the Preliminary Offering Circular for the captioned
bonds is supplemented and revised by adding the underlined language shown below and deleting the stricken
through language.
LITIGATION
The laws enacted by the Ohio General Assembly providing for the creation of JobsOhio (collectively, the
JobsOhio Act), and JobsOhio itself, have been the subject of litigation filed in Ohio courts concerning, among
other matters, the constitutionality of the JobsOhio Act and the legal existence and capacity of JobsOhio
(collectively, the Substantive Claims), and requesting the JobsOhio Act be declared unconstitutional and an
injunction prohibiting the formation and continued operation of JobsOhio, the Department of Development from
contracting with JobsOhio and the making of any appropriation to JobsOhio. Those Substantive Claims include
allegations that under the Ohio Constitution the JobsOhio Act is a special act conferring corporate powers, that the
State may not lend its aid and credit to JobsOhio, that the provisions for State financial support of JobsOhio is an
appropriation beyond the current State fiscal biennium, that transfer will cause the State to exceed its debt limits,
that the JobsOhio Act violates the one subject rule for legislation, and that the 60 day statute of limitations for
challenging JobsOhios actions is too short. None of these Substantive Claims has been addressed by the courts; and
the only pending litigation (the Pending Litigation) is an appeal to the Ohio Supreme Court of the unanimous
decision of the Ohio Tenth District Court of Appeals affirming the decision of the Franklin County Common Pleas
Court that the plaintiffs lack standing to litigate the Substantive Claims. The Ohio Supreme Court has not yet
announced whether it will accept plaintiffs appeal to consider the issue of their standing. JobsOhios management
has reviewed the Substantive Claims and believes they are without merit.
In light of the Pending Litigation, the Commerce Director expressed his desire that the Ohio Supreme Court
be given the opportunity to address the Substantive Claims involving Ohio constitutional issues. JobsOhio
subsequently filed an original action in the Ohio Supreme Court on August 10, 2012, requesting that it issue a writ
of mandamus ordering the Commerce Director to sign the Transfer Agreement, which placed the Substantive Claims
and JobsOhios responses to those Substantive Claims before that Court. The mandamus action was dismissed by
the Ohio Supreme Court on September 28, 2012 for lack of proper jurisdiction, without determining any of the
Substantive Claims.
As noted above, the Ohio Supreme Court has not yet announced whether it will accept plaintiffs appeal of
the dismissal, for lack of standing, of the Pending Litigation. On January 23, 2013, the Ohio Supreme Court
exercised its discretion to hear the plaintiffs appeal solely on the question of standing. The Ohio Attorney General
and Squire Sanders (US) LLP both are of the opinion that the Ohio Tenth District Court of Appeals correctly upheld
the dismissal by the Franklin County Common Pleas Court of plaintiffs claims on the ground that plaintiffs lacked
standing to bring those claims under the current applicable law and will render their respective opinion letters to that
effect in connection with the issuance of the Bonds.
The final Offering Circular will reflect these revisions.

*
Preliminary, subject to change.
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PRELIMINARY OFFERING CIRCULAR DATED January 10, 2013
OFFERING CIRCULAR
Dated ______________, 2013
NEW ISSUE - Book Entry Only Ratings: S&P: AA
Moodys:A2
See RATINGS herein.
In the opinion of Squire Sanders (US) LLP, Bond Counsel, under existing law assuming continuing compliance with certain covenants and the accuracy of certain
representations, interest on the Series 2013A Bonds is excluded from gross income for federal income tax purposes and is not an item of tax preference for purposes of the
federal alternative minimum tax imposed on individuals and corporations. Interest on the Series 2013B Bonds is not excluded from gross income for federal income tax
purposes. Interest on, and any profit made on the sale, exchange or other disposition of, the Bonds are exempt from all Ohio state and local taxation, except the estate tax,
the domestic insurance company tax, the dealers in intangibles tax, the tax levied on the basis of the total equity capital of financial institutions, and the net worth base of
the corporate franchise tax. Interest on the Bonds may be subject to certain federal taxes imposed only on certain corporations, including the corporate alternative
minimum tax on a portion of that interest. For a more complete discussion of the tax aspects, see TAX MATTERS herein.
$423,055,000
*
$1,103,685,000
*
JobsOhio Beverage System JobsOhio Beverage System
Statewide Senior Lien Liquor Profits Tax-Exempt
Revenue Bonds, Series 2013A
Statewide Senior Lien Liquor Profits Taxable
Revenue Bonds, Series 2013B
Dated: Date of Issuance Due: January 1
*
, as
shown on the inside cover page
JobsOhio Beverage System (the Issuer, as such term is more fully defined in APPENDIX B attached to this Offering Circular), an Ohio nonprofit corporation whose sole
member is JobsOhio (JobsOhio), is issuing $423,055,000* aggregate principal amount of its Statewide Senior Lien Liquor Profits Tax-Exempt Revenue Bonds, Series 2013A (the
Series 2013A Bonds) and $1,103,685,000 aggregate principal amount of its Statewide Senior Lien Liquor Profits Taxable Revenue Bonds, Series 2013B (the Series 2013B Bonds
and, together with the Series 2013A Bonds, the Bonds), as set forth on the inside cover page hereof. This offering will terminate no later than [*], 2013, unless extended by the
Issuer to a later date.
The Bonds are being issued under a Master Trust Indenture and a First Supplemental Trust Indenture and a Second Supplemental Trust Indenture thereto, each dated as of the
date of issuance of the Bonds (together the Indenture), between the Issuer and The Huntington National Bank, as trustee (the Trustee). The Bonds are being issued to (i) finance
the payment of consideration by the Issuer in connection with the grant by the Division of Liquor Control (the Division) of the State of Ohio (State) of an exclusive franchise to
the Issuer to operate the State liquor enterprise (the Liquor Enterprise) and the transfer of certain assets of the State Liquor Enterprise from the Division to the Issuer, (ii) provide
initial working capital and (iii) finance certain costs of the transactions related to the franchise and the transfer of certain assets. All currently outstanding bonds of the State backed by
the profits of the State Liquor Enterprise will be defeased at the closing of the transactions contemplated by the Transfer Agreement (as defined herein). See PLAN OF FINANCE
Sources and Estimated Uses of Funds. All capitalized terms not otherwise defined herein have the meanings as set forth in APPENDIX B attached to this Offering Circular.
Principal of and interest on the Bonds of each series are payable solely from, and are secured by a parity pledge of the Trust Estate, consisting primarily of the Liquor Enterprise
Profits, as defined herein, all proceeds from the Liquor Enterprise Profits, various funds and accounts maintained by the Trustee, and any and all other property, rights and interests of
every kind or description that from time to time is granted, conveyed, pledged, transferred, assigned or delivered to the Trustee as additional security. The Indenture permits the
issuance of Parity Obligations (as defined herein), but as of the date hereof, there are no obligations in parity with the Bonds. See SECURITY AND SOURCES OF PAYMENT OF
THE BONDS.
The Bonds are subject to mandatory sinking fund and optional redemption provisions as described herein. See THE BONDS Redemption herein.
The Bonds will be registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York (DTC) which will act as securities depository
for the Bonds. Individual purchases will be made in book-entry-only form. Purchasers will not receive certificates representing their interest in the Bonds purchased. So long as DTC
is the registered owner of the Bonds, payments of the principal of, and interest on the Bonds will be made directly to DTC. Disbursement of such payments to DTC Participants is the
responsibility of DTC and disbursement of such payments to the Beneficial Owners is the responsibility of DTC Participants and Indirect Participants. See APPENDIX G attached
hereto. The Bonds shall be issued in denominations of $5,000 and any integral multiple thereof.
Interest on the Bonds is payable on the first Business Day of each January and July as described in this Offering Circular, commencing on July 1, 2013 (each, an Interest
Payment Date). Principal of the Bonds will be paid on the first Business Day of each January, commencing in January, 2015. See THE BONDS General herein.
THE BONDS ARE SPECIAL, LIMITED OBLIGATIONS OF THE ISSUER PAYABLE SOLELY FROM THE ASSETS HELD IN THE TRUST ESTATE, EQUALLY AND
RATABLY, AND ARE NOT GENERAL OBLIGATIONS OF THE ISSUER.
THE BONDS WILL NOT CONSTITUTE OBLIGATIONS OF ANY KIND OF THE STATE OR THE STATE PARTIES, AND NEITHER THE FAITH AND CREDIT OF
THE STATE, THE REVENUE OF THE STATE, NOR THE TAXING POWER OR ANY OTHER POWER OF THE STATE, THE STATE PARTIES OR ANY AGENCY OF THE
STATE, ARE PLEDGED AS SECURITY FOR THE PAYMENT OF THE BONDS.
THE BONDS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT), AND ARE BEING OFFERED
AND SOLD IN RELIANCE ON ONE OR MORE EXEMPTIONS FROM REGISTRATION PROVIDED BY THE SECURITIES ACT. THE BONDS HAVE BEEN REGISTERED
WITH THE OHIO DIVISION OF SECURITIES PURSUANT TO OHIO LAW. THE BONDS HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION, THE OHIO DIVISION OF SECURITIES OR ANY OTHER FEDERAL, STATE OR GOVERNMENTAL ENTITY OR AGENCY, NOR HAVE
ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THIS
OFFERING CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
MATURITY SCHEDULE See Inside Cover Page
_______________________________________________________________________________________________________________
INVESTORS SHOULD CONSIDER CAREFULLY THE RISK FACTORS AS SET FORTH IN THIS OFFERING CIRCULAR.
This cover page and the inside cover page contain certain information for quick reference only. Investors must read this entire Offering Circular to obtain information
essential to the making of an informed investment decision.
The Bonds are offered when, as and if issued and received by the Underwriters. Certain legal matters will be passed on by Squire Sanders (US) LLP, Bond Counsel and Issuer
Counsel, for the State Parties by McDonald Hopkins LLC, for the Issuer as to certain corporate and tax matters by Jones Day, and for the Underwriters by their counsel, Bricker &
Eckler LLP. The Bonds are expected to be available for delivery through the facilities of The Depository Trust Company on or about [_______], 2013.
*
J.P. Morgan Citigroup
Joint Book Running Senior Manager Joint Book Running Senior Manager
BofA Merill Lynch Morgan Stanley
Fifth Third Securities The Huntington Investment Company KeyBanc Capital Markets Inc. Loop Capital Markets
$423,055,000
Statewide Senior Lien Liquor Profits Tax-Exempt Revenue Bonds,

Series 2013A
$378,055,000* _____% TERM BONDS DUE 2038
*
, PRICE ___% CUSIPNo. ______ _____
$1,103,685,000
*
Statewide Senior Lien Liquor Profits Taxable Revenue Bonds,
Series 2013B
$356,695,000* _____% TERM BONDS DUE 2029
*
, PRICE ___% CUSIPNo. ______ _____
$382,135,000* _____ % TERM BONDS DUE 2035
*
, PRICE ___% CUSIPNo. ______ _____
Copyright , American Bankers Association. CUSIP data herein are provided by Standard & Poor's CUSIP Service Bureau, a division of the
McGraw-Hill Companies, Inc. The CUSIP numbers listed above are being provided solely for the convenience of the holders of the Bonds only at the
time of issuance of the Bonds and the Issuer does not make any representation with respect to such numbers or undertake any responsibility for their
accuracy now or at any time in the future. The CUSIP Number for a specific maturity is subject to being changed after the issuance of the Bonds as a
result of procurement of secondary market portfolio insurance or other similar enhancement by investors that is applicable to all or a portion of certain
maturities of the Bonds.
Serial Bonds
January 1
*
Principal
Amount*
Interest
Rate
Price or
Yield CUSIP
January 1
*
Principal
Amount*
Interest
Rate
Price or
Yield CUSIP
2015 $5,000,000 % % 2020 $5,000,000

2016 5,000,000 2021 5,000,000
2017 5,000,000 2022 5,000,000
2018 5,000,000 2023 5,000,000
2019 5,000,000
Serial Bonds
January 1*
Principal
Amount
*
Interest
Rate Price CUSIP
January 1
*
Principal
Amount
*
Interest
Rate Price CUSIP
2015 $36,190,000 % % 2020 $41,355,000

2016 36,905,000 2021 42,865,000
2017 37,780,000 2022 44,575,000
2018 38,800,000 2023 46,405,000
2019 39,980,000
-i-
ADDITIONAL INFORMATION FROM COVER PAGE
THE BONDS ARE SPECIAL, LIMITED OBLIGATIONS OF THE ISSUER, A NONPROFIT
CORPORATION ORGANIZED UNDER THE LAWS OF THE STATE OF OHIO.
NEITHER THE STATE OF OHIO, NOR ANY AGENCY OR POLITICAL SUBDIVISION OF THE
STATE INCLUDING WITHOUT LIMITATION THE DEPARTMENT OF COMMERCE OR THE DIVISION OF
LIQUOR CONTROL WILL BE LIABLE ON THE BONDS, AND THE BONDS WILL NOT BE A DEBT OR A
PLEDGE OF THE FAITH AND CREDIT OF THE STATE OF OHIO OR OF ANY AGENCY OR POLITICAL
SUBDIVISION THEREOF FOR ANY PURPOSE WHATSOEVER.
No dealer, broker, salesperson or other person has been authorized by the Issuer to give any information or
to make any representations with respect to the Bonds, other than those contained in this Offering Circular and, if
given or made, such other information or representations must not be relied upon as having been authorized by the
Issuer. This Offering Circular does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there
be any sale of the Bonds by any person in any jurisdiction in which it is unlawful for such person to make such
offer, solicitation or sale.
Information set forth herein has been furnished by the Issuer and other sources that are believed to be
reliable. The information and expressions of opinion herein are subject to change without notice, and neither the
delivery of this Offering Circular 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 hereof.
The information in this Offering Circular concerning The Depository Trust Company, New York, New
York (DTC) and DTCs book-entry-only system has been obtained from DTC, and the Issuer takes no
responsibility for the accuracy thereof. Such information has not been independently verified by the Issuer, and the
Issuer makes no representation as to the accuracy or completeness of such information.
THE ORDER AND PLACEMENT OF MATERIALS IN THIS OFFERING CIRCULAR, INCLUDING
THE APPENDICES, ARE NOT TO BE DEEMED TO BE A DETERMINATION OF RELEVANCE,
MATERIALITY OR IMPORTANCE, AND THIS OFFERING CIRCULAR, INCLUDING THE APPENDICES,
MUST BE CONSIDERED IN ITS ENTIRETY. THE OFFERING OF THE BONDS IS MADE ONLY BY
MEANS OF THIS ENTIRE OFFERING CIRCULAR.
IN CONNECTION WITH THE OFFERING OF THE BONDS, THE UNDERWRITERS MAY OVER-
ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE
BONDS AT LEVELS ABOVE THOSE WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET.
SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
Upon issuance, the Bonds will not be registered under the Securities Act pursuant to certain exemptions
from registration provided thereunder, and will not be listed on any stock or other securities exchange, nor has the
Indenture been qualified under the Trust Indenture Act of 1939, as amended, in reliance upon certain exemptions
contained in such federal laws. In making an investment decision, investors must rely upon their own examination
of the Bonds and the security therefor, including an analysis of the risks involved. The Bonds have not been
recommended by any federal or state securities commission or regulatory authority. The registration, qualification
or exemption of the Bonds in accordance with applicable provisions of securities laws of the various jurisdictions in
which the Bonds have been registered, qualified or exempted cannot be regarded as a recommendation thereof.
Neither such jurisdictions nor any of their agencies have passed upon the merits of the Bonds or the adequacy,
accuracy or completeness of this Offering Circular. Any representation to the contrary may be a criminal offense.
Neither the Securities and Exchange Commission nor any other federal, state, municipal or other governmental
entity has passed upon the accuracy or adequacy of this Offering Circular or approved the Bonds for sale.
There follows in this Offering Circular certain information concerning the Issuer, together with descriptions
of the terms of the Bonds, certain documents related to the security for the Bonds and certain applicable laws. All
references herein to laws and documents are qualified in their entirety by reference to such laws, as in effect, and to
-ii-
each such document as such document has been or will be executed and delivered on or prior to the Date of Issuance
of the Bonds, and all references to the Bonds are qualified in their entirety by reference to the definitive form thereof
and the information with respect thereto contained in the Indenture. This Offering Circular is submitted in
connection with the sale of the Bonds referred to herein and may not be reproduced or used, in whole or in part, for
any other purpose.
IRS CIRCULAR 230 NOTICE
TO ENSURE COMPLIANCE WITH INTERNAL REVENUE SERVICE CIRCULAR 230, THE
HOLDERS OF THE SERIES 2013A BONDS ARE HEREBY NOTIFIED THAT ANY ADVICE REGARDING
U.S. FEDERAL TAX ISSUES RELATED TO THE SERIES 2013A BONDS IN THIS OFFERING CIRCULAR
WAS NOT WRITTEN AND IS NOT INTENDED TO BE USED AND CANNOT BE USED BY ANY
TAXPAYER FOR PURPOSES OF AVOIDING UNITED STATES FEDERAL INCOME TAX PENALTIES
THAT MAY BE IMPOSED. THE ADVICE IS WRITTEN TO SUPPORT THE PROMOTION OR MARKETING
OF THE TRANSACTION. EACH TAXPAYER SHOULD SEEK ADVICE BASED ON THE TAXPAYERS
PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISOR.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
The information discussed in this Offering Circular includes forward-looking statements about the Issuer
and its operations. In some cases, investors can identify forward-looking statements by terminology such as may,
will, should, could, would, expect, plan, anticipate, believe, estimate, project, predict,
intend, potential, and the negative of such terms or other similar expressions.
The forward looking statements reflect the Issuers current expectations and views about future events.
The forward looking statements involve known and unknown risks, uncertainties and other factors which may cause
the Issuers actual results, performance or achievements to be materially different from any future results,
performance or achievements expressed or implied by the forward-looking statements. Given these risks and
uncertainties, investors should not place undue reliance on the forward-looking statements.
Investors should understand that many factors, including among other things a decrease in the demand for
spirituous liquor in the State of Ohio, could cause the Issuers results to differ materially from those expressed in
forward-looking statements:
Some of these risks and uncertainties are discussed in greater detail under the heading RISK FACTORS.
Investors should read this Offering Circular and the documents that are referenced in this Offering Circular
completely and with the understanding that the Issuers actual future results may be materially different from what
the Issuer expects. The Issuer may not update the forward-looking statements, even though the Issuers situation
may change in the future, unless the Issuer has obligations under the federal securities laws to update and disclose
material developments related to previously disclosed information. All of the forward-looking statements are
qualified by these cautionary statements.
-iii-
NOTICES TO INTERNATIONAL INVESTORS
Notice to Prospective Investors Located in Australia
Any offer of bonds in connection with this notice will not be made by way of a disclosure document under Part
6D of the Corporations Act (CTH) (the Act).
No prospectus or other disclosure document (as defined in the Act) in relation to the issue of Bonds hereunder
has been or will be lodged with the Australian Securities and Investments Commission (the "ASIC"). Each
underwriter has represented and agreed and each further Underwriter will be required to represent and agree that it:
a) has not (directly or indirectly) offered, and will not offer for issue or sale and has not invited, and will
not invite, applications for issue, or offers to purchase, the Bonds in, to or from Australia (including
an offer or invitation which is received by a person in Australia); and
b) has not distributed or published, and will not distribute or publish, any information memorandum,
advertisement or other offering material relating to the Bonds in Australia,
unless (1) the aggregate consideration payable by each offeree or invitee is at least AUD 500,000 (or its equivalent
in other currencies, disregarding moneys lent by the offeror or its associates) or the offer or invitation otherwise does
not require disclosure to investors in accordance with Part 6D.2 of the Corporations Act, (2) such action complies
with all applicable laws, regulations and directives, and (3) such action does not require any document to be lodged
with ASIC.
Any documents provided in connection with this notice are furnished solely for information purposes only and
may not be reproduced or redistributed to any other persons except with our prior written consent. The documents
are strictly confidential.
This notice does not constitute an offer or invitation to subscribe for or to purchase any of the bonds and
neither this notice nor anything contained in it will form the basis of any contract or commitment on the part of the
Issuer or underwriter to issue or transfer bonds to any person.
Notice to Prospective Investors in the Peoples Republic of China
This Offering Circular has not been and will not be circulated or distributed, does not constitute an offer to sell
or the solicitation of an offer to buy any securities, in the Peoples Republic of China (PRC), and the Bonds may
not be offered or sold, and will not be offered or sold to any person for re-offering or resale, directly or indirectly, to
any residents of the PRC except pursuant to applicable laws and regulations of the PRC. For the purposes of this
paragraph, the PRC does not include Taiwan and the special administrative regions of Hong Kong and Macau.
The Issuer does not represent that this Offering Circular may be lawfully distributed, or that any Bonds may be
lawfully offered, in compliance with any applicable registration or other requirements in the PRC, or pursuant to an
exemption available thereunder, or assume any responsibility for facilitating any such distribution or offering. In
particular, no action has been taken by the Issuer which would permit a public offering of any Bonds or distribution
of this document in the PRC. Accordingly, the Bonds are not being offered or sold within the PRC by means of this
Offering Circular or any other document. Neither this Offering Circular nor any advertisement or other offering
material may be distributed or published in the PRC, except under circumstances that will result in compliance with
any applicable laws and regulations.
-iv-
Notice to Investors in the European Economic Area
This Offering Circular is not a prospectus for the purposes of European Commission Regulation 809/2004 or
European Commission Directive 2003/71/EC (as amended) (the Prospectus Directive). It has been prepared on
the basis that all offers of the Bonds will be made pursuant to an exemption under the Prospectus Directive, as
implemented in member states of the European Economic Area, from the requirement to produce a prospectus for
such offers. This Offering Circular is only addressed to and directed at persons in member states of the European
Economic Area who are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive
(Qualified Investors). This Offering Circular must not be acted on or relied on in any such member state of the
European Economic Area by persons who are not Qualified Investors. Any investment or investment activity to
which this Offering Circular relates is available, in any member state of the European Economic Area other than the
United Kingdom, only to Qualified Investors, and will be engaged in only with such persons.
Notice to Residents of France
The Bonds have not been offered or sold and will not be offered or sold, directly or indirectly, by way of a
public offer in France (Offre au Public, as defined in Article L. 411-1, of the Code Montaire et Financier), and
such offers, sales and distributions of the Bonds have been and will be made in France only to (a) providers of
investment services relating to portfolio management for the account of third parties, and/or (b) qualified investors
(investisseurs qualifis), all as defined in, and in accordance with, Articles L.411-1, L.411-2, and D.411-1 to D.411-
3 of the French Code montaire et financier.
This Offering Circular is furnished to potential qualified investors solely for their information and may not be
reproduced or redistributed to any other person. It is strictly confidential and is solely destined for qualified
investors to which it was initially supplied. This Offering Circular does not constitute an offer or invitation to
subscribe for or to purchase any of the Bonds and neither this Offering Circular nor anything herein shall form the
basis of any contract or commitment whatsoever.
This Offering Circular prepared in connection with the Bonds has not been submitted to the clearance
procedures of the Autorit des marchs financiers.
Notice to Prospective Investors in Germany
The Bonds have not been, will not be and may not be offered, promoted or sold, either directly or indirectly, in
Germany by way of an offer to the public within the meaning of Section 2 No. 4 of the German Securities
Prospectus Act (Wertpapierprospektgesetz) of June 22, 2005 (as amended). The Bonds may only be offered to, sold
to, subscribed for or held by qualified investors (qualifizierte Anleger) within the meaning of Section 2 No. 6 of the
German Securities Prospectus Act.
This Offering Circular does not constitute an offer to the public or an offer to subscribe for or buy any of the
Bonds offered hereby to any person to whom it is unlawful to make such offer or solicitation in Germany. This
Offering Circular is given to potential investors which are qualified investors within the meaning of Section 2 No. 6
of the German Securities Prospectus Act solely for their information and may not be distributed to any other person.
It is confidential and solely targeted at the recipients, i.e., qualified investors within the meaning of Section 2 No. 6
of the German Securities Prospectus Act, to which it has been initially supplied.
Notice to Residents of Hong Kong
The Bonds have not been authorized by the Securities and Futures Commission in Hong Kong for public
offering in Hong Kong, nor has a copy of this Offering Circular been registered with the Registrar of Companies in
Hong Kong.
The Bonds may not be offered or sold by means of any document other than (i) in circumstances which do not
constitute, or form part of, an offer to the public within the meaning of the Companies Ordinance (Cap.32 of the
laws of Hong Kong), or (ii) to persons whose ordinary business is to buy or sell shares or debentures (whether as
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principal or agent); or (iii) to Professional Investors within the meaning of the Securities and Futures Ordinance
(Cap.571 of the laws of Hong Kong) and any rules made thereunder, or (iv) in other circumstances which do not
result in this Offering Circular constituting a Prospectus within the meaning of the Companies Ordinance (Cap.32
of the laws of Hong Kong), and that no advertisement, invitation or document relating to the Bonds may be issued or
may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere),
which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if
permitted to do so under the laws of Hong Kong) other than with respect to securities which are or are intended to be
sold or otherwise disposed of only to persons outside Hong Kong or only to Professional Investors within the
meaning of the Securities and Futures Ordinance (Cap. 571 of the laws of Hong Kong) and any rules made
thereunder.
Notice to Residents of Japan
The Bonds have not been and will not be registered under the Financial Instruments and Exchange Law of
Japan (Law no. 25 of 1948, as amended, the FIEL). Neither the Bonds nor any interest therein may be offered or
sold, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (which term as used herein
means any person resident in Japan, including any corporation or other entity organized under the laws of Japan), or
to others for re-offering or resale, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan,
except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the FIEL
and any other applicable laws, regulations and ministerial guidelines of Japan.
Notice to Prospective Investors in Korea
The Bonds have not been and will not be registered with the Financial Services Commission of Korea for
public offering in Korea under the Financial Investments Services and Capital Markets Act of Korea and the decrees
and regulations thereunder (the FSCMA). None of the Bonds may be offered, sold and delivered directly or
indirectly, or offered or sold to any person for re-offering or resale, directly or indirectly, in Korea or to any resident
of Korea except as otherwise permitted under the applicable laws and regulations of Korea, including the FSCMA
and the Foreign Exchange Transaction Law of Korea and the decrees and regulations thereunder (the FETL) for a
period of one (1) year from the date of issuance of the Bonds, except (i) to or for the account or benefit of a Korean
resident which falls within certain categories of "professional investors" as specified in the Financial Investment
Services and Capital Markets Act, its Enforcement Decree and the Regulation on Securities Issuance and Disclosure,
in the case that the Bonds are issued as bonds other than convertible bonds, bonds with warrants or exchangeable
bonds, and where other relevant requirements are further satisfied, or (ii) as otherwise permitted under applicable
Korean laws and regulations. Furthermore, the purchaser of the Bonds shall comply with all applicable regulatory
requirements (including but not limited to requirements under the FETL) in connection with the purchase of the
Bonds.
Each Underwriter will represent and agree that it has not offered, sold or delivered the Bonds directly or
indirectly to any person for re-offering or resale, directly or indirectly, in Korea or to any resident of Korea and will
not offer, sell or deliver the Bonds directly or indirectly to any person for reoffering or resale, directly or indirectly,
in Korea or to any resident of Korea, except as otherwise permitted under the applicable laws and regulations.
Notice to Prospective Investors in Norway
THIS OFFERING CIRCULAR HAS NOT BEEN APPROVED BY, OR REGISTERED WITH, ANY
NORWEGIAN SECURITIES REGULATORS PURSUANT TO THE NORWEGIAN SECURITIES TRADING
ACT OF 29 JUNE 2007. ACCORDINGLY, NEITHER THIS OFFERING CIRCULAR NOR ANY OTHER
OFFERING MATERIAL RELATING TO THE BONDS CONSTITUTES, OR SHALL BE DEEMED TO
CONSTITUTE, AN OFFER TO THE PUBLIC IN NORWAY WITHIN THE MEANING OF THE NORWEGIAN
SECURITIES TRADING ACT OF 2007. THE BONDS MAY NOT BE OFFERED OR SOLD, DIRECTLY OR
INDIRECTLY, IN NORWAY EXCEPT:
(A) IN RESPECT OF AN OFFER OF BONDS ADDRESSED TO INVESTORS SUBJECT TO A
MINIMUM PURCHASE OF BONDS FOR A TOTAL CONSIDERATION OF NOT LESS THAN
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100,000 PER INVESTOR, OR IN RESPECT OF BONDS WHOSE DENOMINATION PER UNIT
AMOUNTS TO AT LEAST 100,000;
(B) TO "PROFESSIONAL INVESTORS" AS DEFINED IN SECTION 7-1 OF THE NORWEGIAN
SECURITIES REGULATION OF 29 JUNE 2007 NO. 876;
(C) TO FEWER THAN 150 NATURAL OR LEGAL PERSONS IN THE NORWEGIAN SECURITIES
MARKET (OTHER THAN "PROFESSIONAL INVESTORS" AS DEFINED IN SECTION 7-1 OF
THE NORWEGIAN SECURITIES REGULATION OF 29 JUNE 2007 NO. 876);
(D) IN ANY OTHER CIRCUMSTANCES PROVIDED THAT NO SUCH OFFER OF BONDS SHALL
RESULT IN A REQUIREMENT FOR THE REGISTRATION, OR THE PUBLICATION BY THE
ISSUER OR ANY OF THE UNDERWRITERS OF A PROSPECTUS PURSUANT TO THE
NORWEGIAN SECURITIES TRADING ACT OF 29 JUNE 2007.
INVESTMENT SERVICES, INCLUDING OFFERING OF SECURITIES, CAN ONLY BE MADE EITHER
BY INVESTMENT FIRMS AUTHORIZED BY THE FINANCIAL SUPERVISORY AUTHORITY OF
NORWAY OR BY INVESTMENT FIRMS PROVIDING INVESTMENT SERVICES BY AUTHORISED CROSS
BORDER ACTIVITY CF. THE NORWEGIAN SECURITIES TRADING ACT OF 29 JUNE 2007 CHAPTER 9.
THE ISSUER RESERVES ITS RIGHTS, AT ITS SOLE DISCRETION, TO REJECT ANY SUBSCRIPTION
MADE THROUGH NON-AUTHORIZED INVESTMENT FIRMS.
IN NO CIRCUMSTANCES MAY AN OFFER OF BONDS BE MADE IN THE NORWEGIAN MARKET
WITHOUT THE BONDS BEING REGISTERED IN THE NORWEGIAN CENTRAL SECURITIES
DEPOSITORY (THE "VPS") IN DEMATERIALISED FORM, TO THE EXTENT SUCH BONDS SHALL BE
REGISTERED ACCORDING TO THE NORWEGIAN SECURITIES REGISTRY ACT (NORWEGIAN:
VERDIPAPIRREGISTERLOVEN, 2002) AND ITS REGULATIONS.
THIS OFFERING CIRCULAR IS FURNISHED TO POTENTIAL INVESTORS SOLELY FOR THEIR
INFORMATION AND MAY NOT BE REPRODUCED OR REDISTRIBUTED TO ANY OTHER PERSON. IT IS
STRICTLY CONFIDENTIAL AND IS SOLELY DESTINED FOR PERSONS OR INSTITUTIONS TO WHICH
IT WAS INITIALLY SUPPLIED. THIS OFFERING CIRCULAR DOES NOT CONSTITUTE AN OFFER OR
INVITATION TO SUBSCRIBE FOR OR TO PURCHASE ANY OF THE BONDS. NEITHER THIS OFFICIAL
STATEMENT NOR ANYTHING HEREIN SHALL FORM THE BASIS OF ANY CONTRACT OR
COMMITMENT WHATSOEVER.
Selling Restrictions for Offer of Bonds in Singapore to Accredited Investors and Institutional Investors
Neither this Offering Circular nor any other document or material in connection with any offer of the Bonds
has been or will be lodged or registered as a prospectus with the Monetary Authority of Singapore (MAS) under
the Securities and Futures Act (Cap. 289) of Singapore (SFA). Accordingly, MAS assumes no responsibility for
the contents of this Offering Circular. This Offering Circular is not a prospectus as defined in the SFA and statutory
liability under the SFA in relation to the contents of prospectuses would not apply. The prospective investors should
consider carefully whether the investment is suitable for it.
This Offering Circular and any other documents or materials in connection with this offer and the Bonds may
not be directly or indirectly issued, circulated or distributed, nor may the Bonds be offered or sold, or be made the
subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other
than (i) to an institutional investor under section 274 of the SFA (Institutional Investor); (ii) to a relevant person
(as defined in section 275(2) of the SFA) (Relevant Person) pursuant to section 275(1) of the SFA, and in
accordance with the conditions specified in section 275 of the SFA; (iii) to any person pursuant to the conditions of
section 275(1A) of the SFA; or (iv) otherwise pursuant to, and in accordance with, the conditions of any other
applicable provisions of the SFA.
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Any subsequent offers in Singapore of Bonds acquired pursuant to an initial offer made in reliance on an
exemption under section 274 of the SFA or section 275 of the SFA may only be made, pursuant to the requirements
of section 276 of the SFA, for the initial six month period after such acquisition to persons who are Institutional
Investors or to accredited investors (as defined in section 4A of the SFA) (Accredited Investor) or Relevant
Persons or to such persons pursuant to an offer referred to under section 275(1A) of the SFA. Any transfer after such
initial six month period in Singapore shall be made, pursuant to the requirements of section 257 of the SFA, in
reliance on any applicable exemption under Subdivision (4) of Division 1 of Part XIII of the SFA.
In addition to the above, where the Bonds are subscribed or purchased under section 275 of the SFA by a
Relevant Person which is:
(1) a corporation (which is not an Accredited Investor the sole business of which is to hold investments and
the entire share capital of which is owned by one or more individuals, each of whom is an Accredited
Investor; or
(2) a trust (where the trustee is not an Accredited Investor) whose sole purpose is to hold investments and
each beneficiary of the trust is an individual who is an Accredited Investor,
securities (as defined in Section 239(1) of the SFA) of that corporation or the beneficiaries rights and interest
(howsoever described) in that trust shall not be transferred within six months after that corporation or that trust has
acquired the Bonds pursuant to an offer made under section 275 of the SFA except:
(a) to an Institutional Investor or to a Relevant Person, or to any person arising from an offer referred to
in section 275(IA) or section 276(4)(i)(B) of the SFA;
(b) where no consideration is or will be given for the transfer;
(c) where the transfer is by operation of law; or
(d) pursuant to Section 276(7) of the Securities and Futures Act.
Notice to Prospective Investors in Sweden
This Offering Circular has not been, and will not be, registered with or approved by the Swedish Financial
Supervisory Authority (Sw. Finansinspektionen). Accordingly, this Offering Circular is not intended for and may
not be made available to the public in Sweden. Nor may the Bonds otherwise be marketed and offered for sale, other
than under circumstances that are deemed not to be an offer to the public in Sweden and will not result in a
requirement to prepare a prospectus under the Swedish Financial Instruments Trading Act (1991:980).
Notice to Prospective Investors in Switzerland
This document is not intended to constitute an offer or solicitation to purchase or invest in the Bonds described
herein. The Bonds may not be publicly offered, sold or advertised, directly or indirectly, in, into or from
Switzerland. This Offering Circular together with any accompanying documents does not constitute an issue
prospectus pursuant to Art. 1156 and Art. 652a of the Swiss Federal Code of Obligations or a listing prospectus
within the meaning of the listing rules of SIX Swiss Exchange Ltd or any other regulated trading facility in
Switzerland, and neither this Offering Circular nor any other offering or marketing material relating to the Bonds
may be publicly distributed or otherwise made publicly available in Switzerland.
Notice to Prospective Investors in the United Kingdom
This Offering Circular has not been approved for the purposes of Section 21 of the Financial Services and
Markets Act 2000 (FSMA) and does not constitute an offer to the public in accordance with the provisions of
Section 85 of the FSMA. It is for distribution only to, and is directed solely at, persons who (i) are outside the
United Kingdom, (ii) are investment professionals, as such term is defined in Article 19(5) of the Financial Services
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and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the Financial Promotion Order), (iii) are
persons falling within Article 49(2)(a) to (d) of the Financial Promotion Order, or (iv) are persons to whom an
invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) in
connection with the issue or sale of any securities may otherwise be lawfully communicated or caused to be
communicated (all such persons together being referred to as Relevant Persons). This Offering Circular is directed
only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any
investment or investment activity to which this Offering Circular relates is available only to Relevant Persons and
will be engaged in only with Relevant Persons. Any person who is not a Relevant Person should not act or rely on
this Offering Circular or any of its contents.
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OFFERING SUMMARY
Issuer ...........................................................................JobsOhio Beverage System, an Ohio nonprofit corporation, a
tax-exempt organization under 501(c)(3) of the Code for
federal income tax purposes (the Issuer).
Issue............................................................................. $423,055,000* Statewide Senior Lien Liquor Profits Tax-
Exempt Revenue Bonds, Series 2013A and $1,103,685,000*
Statewide Senior Lien Liquor Profits Taxable Revenue Bonds,
Series 2013B
Dated Date...................................................................Date of Issuance
Maturity Dates ............................................................. As shown on inside cover page
Purpose ........................................................................The Bonds are being issued to (i) finance the payment of
consideration by the Issuer in connection with the granting of
an exclusive franchise to operate the State liquor enterprise
(the Liquor Enterprise) to the Issuer and the transfer of
certain assets of the State Liquor Enterprise from the Division
of Liquor Control (the Division) to the Issuer, (ii) provide
initial working capital and (iii) finance certain costs of the
transactions related to the franchise and the transfer of certain
assets. All currently outstanding bonds of the State backed by
the profits of the State Liquor Enterprise will be defeased at
the closing of the transactions contemplated by the Transfer
Agreement (as defined herein). For more information see
SUMMARY OF THE TRANSFER AGREEMENT.
Security........................................................................Pursuant to the Transfer Agreement, the Issuer will receive all
gross revenue from the distribution, merchandising and sale of
spirituous liquor in the State. The Bonds will be obligations
of the Issuer payable solely from the trust estate pledged
thereto under the Indenture, which trust estate consists of all of
the Liquor Enterprise Profits, the trust fund held by the
Trustee in which Liquor Enterprise Revenues shall be
deposited while obligations under the Indenture remain
outstanding, the debt service fund and the debt service reserve
fund maintained by the Trustee, and any and all other
property, rights and interests of every kind or description that
from time to time is granted, conveyed, pledged, transferred,
assigned or delivered to the Trustee as additional security.
See SECURITY AND SOURCES OF PAYMENT FOR THE
BONDS.
Liquor Enterprise Revenues means (i) the sales of the Issuer
representing the gross sales (after application of any wholesale
liquor discount) of spirituous liquor and (ii) applicable taxes
and governmental charges of any type collected by the Liquor
Enterprise from the sale of spirituous liquor, calculated on an
accrual basis.
Liquor Enterprise Profits means Liquor Enterprise Revenues
remaining after all Ordinary Course Costs and Expenses.
*Preliminary, subject to change.
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THE BONDS ARE SPECIAL, LIMITED OBLIGATIONS
OF THE ISSUER PAYABLE SOLELY FROM ASSETS
HELD IN THE TRUST ESTATE, EQUALLY AND
RATABLY, AND ARE NOT GENERAL OBLIGATIONS
OF THE ISSUER.
THE BONDS WILL NOT CONSTITUTE OBLIGATIONS
OF ANY KIND OF THE STATE OR THE STATE
PARTIES, AND NEITHER THE FAITH AND CREDIT OF
THE STATE, THE REVENUE OF THE STATE, NOR THE
TAXING POWER OR ANY OTHER POWER OF THE
STATE OR THE STATE PARTIES ARE PLEDGED AS
SECURITY FOR THE PAYMENT OF THE BONDS.
In connection with the Transfer Agreement, the State has
covenanted to maintain statutory authority for and cause to be
charged wholesale and retail prices for spirituous liquor sold
by the Issuer, the State or its agents so that the Minimum Debt
Service Coverage Ratio shall be at least 1.35. If the Minimum
Debt Service Coverage Ratio is not met in any Fiscal Year, the
Issuer will retain a Consultant, at the expense of the Liquor
Enterprise, in a timely manner but in no event later than thirty
(30) days after the completion of the Fiscal Year during which
the Minimum Debt Service Coverage Ratio is not met, to
review and analyze and make recommendations with respect
to the revenues, expenses and operations of the Liquor
Enterprise, and to submit a written report to the Division, the
Office of Budget and Management of the State of Ohio (the
OBM), the Issuer and the Trustee within sixty (60) days of
its engagement, containing the Consultants recommendations
as to revisions of prices charged and costs incurred that will
produce at least an amount of Liquor Enterprise Profits for the
then-current Fiscal Year sufficient meet the Minimum Debt
Service Coverage Ratio. The Consultant shall also provide
any other recommendations it may have in a separate advisory
letter.
Redemption.................................................................. The Series 2013A Bonds are subject to redemption prior to
their stated maturity, at the option of the Issuer, in whole or in
part on any date, with maturities [and interest rates within a
maturity] to be designated by the Issuer at the redemption
prices described under the heading THE BONDS
Redemption Provisions Series 2013A Bonds Optional
Redemption. The Series 2013B Bonds are subject to
redemption prior to their stated maturity, at the option of the
Issuer, in whole or in part on any date, with maturities [and
interest rates within a maturity] to be designated by the Issuer
at the redemption prices described under the heading THE
BONDS Redemption Provisions Series 2013B Bonds
Make-Whole Optional Redemption. In addition, the Bonds
are subject to mandatory sinking fund redemptions as
described under the heading THE BONDS Redemption
Provisions Mandatory Sinking Fund Redemption.
Additional Bonds Tests ...............................................Prior to the issuance of any additional obligations secured by
Liquor Enterprise Profits, the Issuer must receive the consent
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of the Director of Budget and Management of the State, unless
the Issuer has provided 30 days prior written notice to that
Director of the planned issuance, and such additional
obligations (i) are fixed rate bonds that will be satisfied in full,
in the ordinary course of business, by the 25th anniversary of
the closing date under the Transfer Agreement; (ii) do not
involve any credit facility, interest rate hedge (each as
defined in applicable provisions of Ohio law) or any
Derivative Agreement (as defined herein); (iii) at the time of
their issuance, have a projected ratio of Liquor Enterprise
Profits to debt service on all obligations secured by Liquor
Enterprise Profits, including the proposed additional
obligations, which exceeds 1.50 (the Required Debt Service
Ratio) for each year that the proposed additional obligations
are scheduled to be outstanding; and (iv) do not limit the State
Parties remedies under the Transfer Agreement. See
SUMMARY OF THE TRANSFER AGREEMENT
Ongoing Covenants of the Issuer.
Prior to the issuance of any additional obligations secured by
Liquor Enterprise Profits that are in parity with the Bonds, the
Issuer must also provide to the Trustee a certificate of an
officer demonstrating that the ratio determined by dividing (i)
the Liquor Enterprise Profits for any twelve (12) consecutive
calendar months out of the most recent period of eighteen (18)
full calendar months preceding the proposed transaction, by
(ii) Maximum Annual Debt Service (including any proposed
Required Payments on the proposed Parity Obligations to be
incurred, if any) is not less than 2.00.
See SECURITY AND SOURCES OF PAYMENT FOR THE
BONDS Additional Obligations.
Debt Service Coverage ................................................In accordance with the Additional Bonds Test described
above, the adjusted Liquor Enterprise Profits for a twelve
consecutive calendar month period out of the most recent
period of eighteen months of $261.3 million were equal to
2.44* times of Maximum Annual Debt Service on the Bonds
($107.1* million). See Debt Service Table herein and THE
LIQUOR ENTERPRISE Adjusted Revenues Chart herein.
Ratings.........................................................................The Bonds have been rated AA (stable outlook) by Standard
& Poors Ratings Services, a Division of the McGraw-Hill
Companies, Inc. (S&P) and A2 (developing outlook) by
Moodys Investors Service (Moodys). None of these
securities ratings is a recommendation to buy, sell or hold
these securities. Each rating may be subject to revision or
withdrawal at any time, and should be evaluated
independently of any other rating.
Tax Matters..................................................................For a discussion of certain tax considerations related to the
Bonds, see below under the caption TAX MATTERS.
Prospective investors are urged to consult their own tax
advisors regarding the tax consequences of acquiring, holding
or disposing of the Bonds, in light of their personal investment
circumstances.
*Preliminary, subject to change.
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Legal Opinion..............................................................Squire Sanders (US) LLP will issue opinions to the
Underwriters and the Issuer on certain legal matters relating to
the issuance of the Bonds. See APPENDIX H Form of
Bond Counsel Opinion for the form of bond counsel opinion.
Underwriters ................................................................Citigroup
J.P. Morgan
BofA Merrill Lynch
Morgan Stanley
Fifth Third Securities
The Huntington Investment Company
KeyBanc Capital Markets Inc.
Loop Capital Markets
Trustee, Bond Registrar and Paying Agent ................. The Huntington National Bank
Book-Entry Only System............................................. The Bonds will be issued as fully registered Bonds in book-
entry form only and when issued will be registered in the
name of Cede & Co., as nominee of DTC. See APPENDIX
G - Book-Entry Only System for more information.
Delivery and Payment ................................................. [______________]
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TABLE OF CONTENTS
ADDITIONAL INFORMATION FROM COVER PAGE ......................................................................................................i
IRS CIRCULAR 230 NOTICE ...............................................................................................................................................ii
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS..........................................................................ii
OFFERING SUMMARY.......................................................................................................................................................ix
INTRODUCTION...................................................................................................................................................................1
The Issuer and JobsOhio............................................................................................................................................1
Authorization.............................................................................................................................................................1
Purpose ......................................................................................................................................................................2
Liquor Enterprise.......................................................................................................................................................2
Security......................................................................................................................................................................2
PLAN OF FINANCE ..............................................................................................................................................................3
Overview...................................................................................................................................................................3
Other Indebtedness ....................................................................................................................................................3
Sources and Estimated Uses of Funds .......................................................................................................................3
Debt Service Table ....................................................................................................................................................4
THE BONDS...........................................................................................................................................................................4
General ......................................................................................................................................................................4
Redemption Provisions..............................................................................................................................................5
Series 2013A Bonds Optional Redemption. ...............................................................................................5
Series 2013B Bonds Make-Whole Optional Redemption. .......................................................................... 5
Mandatory Sinking Fund Redemption. ....................................................................................................6
Calculation of Series 2013B Bonds Redemption Price. ..............................................................................7
Selection of Bonds of Any Series for Redemption. ....................................................................................7
Notice of Redemption. ................................................................................................................................8
Effect of Redemption. .................................................................................................................................8
SECURITY AND SOURCES OF PAYMENT FOR THE BONDS.......................................................................................9
Liquor Enterprise Revenues and Liquor Enterprise Profits .......................................................................................9
Spirituous Liquor Pricing and Debt Service Coverage Covenant............................................................................ 10
Funds Established by the Indenture......................................................................................................................... 10
Revenue Fund ........................................................................................................................................... 10
Tax Fund ................................................................................................................................................... 11
Operations Fund........................................................................................................................................ 11
Debt Service Fund..................................................................................................................................... 11
No Debt Service Reserve Fund for the Bonds .......................................................................................... 11
Subordinated Indebtedness Debt Service Fund and Subordinated Indebtedness Debt
Service Reserve Fund................................................................................................................................ 11
Rebate Fund .............................................................................................................................................. 11
Deferred Payment Reserve Fund .............................................................................................................. 12
General Purpose Fund............................................................................................................................... 12
Flow of Funds.......................................................................................................................................................... 12
Additional Obligations ............................................................................................................................................ 14
Covenant to Enforce the Agreements ...................................................................................................................... 15
THE LIQUOR ENTERPRISE............................................................................................................................................... 15
States Powers and Authority Related to Liquor Sales............................................................................................ 17
Management of the Division of Liquor Control ...................................................................................................... 18
Agencies .................................................................................................................................................................. 18
The Role of the Issuer, the Division of Liquor Control and the Department of Commerce in the
Liquor Enterprise..................................................................................................................................................... 19
Generally................................................................................................................................................... 19
Statutory Merchandising Functions .......................................................................................................... 19
Regulatory Functions ................................................................................................................................ 20
Pricing Methodology ............................................................................................................................................... 20
Retail and Wholesale Marketing Efforts ................................................................................................................. 21
Enforcement ............................................................................................................................................................ 21
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Gallonage Tax ......................................................................................................................................................... 21
Adjusted Pledged Liquor Profits (Unaudited) ......................................................................................................... 22
SUMMARY OF THE TRANSFER AGREEMENT............................................................................................................. 23
Consideration........................................................................................................................................................... 23
Deferred Payments to the State................................................................................................................. 24
Interim Arrangements.............................................................................................................................................. 24
Covenants of the Parties .......................................................................................................................................... 25
Ongoing Obligations of the State Parties .................................................................................................. 25
Ongoing Obligations of the Issuer ............................................................................................................ 25
Ongoing Obligations of JobsOhio............................................................................................................. 26
Liquor Revenue Covenants ....................................................................................................................... 27
Pre-Termination Arrangements ............................................................................................................................... 28
Pre-Remedy Arrangements...................................................................................................................................... 28
Events of Default under the Transfer Agreement .................................................................................................... 29
Defaults by the Issuer and JobsOhio......................................................................................................... 29
Default by the State under the Transfer Agreement .................................................................................. 30
Termination or other State Party Rights Prior to an Event of Default or the Expiration of the
Transfer Agreement ................................................................................................................................................. 31
Consequences of Termination and Reversion.......................................................................................................... 31
SUMMARY OF THE SERVICES AGREEMENT .............................................................................................................. 31
Covered Services ..................................................................................................................................................... 32
Services Fees ........................................................................................................................................................... 32
Business Plan........................................................................................................................................................... 32
Term and Termination............................................................................................................................................. 32
Remedies for Breach ............................................................................................................................................... 33
THE ISSUER AND JOBSOHIO........................................................................................................................................... 33
Background.............................................................................................................................................................. 33
Non-Governmental Status ....................................................................................................................................... 33
Entity Structure........................................................................................................................................................ 34
Governance.............................................................................................................................................................. 35
Board of Directors of JobsOhio ................................................................................................................ 35
Board of Directors of the Issuer ................................................................................................................ 36
Executive Officers of JobsOhio and the Issuer ......................................................................................... 36
RISK FACTORS................................................................................................................................................................... 37
Litigation ................................................................................................................................................................. 37
Bondholders May Have Difficulty Selling the Bonds In Any Secondary Market. .................................................. 37
The Bonds may not be a suitable investment for all investors................................................................................. 37
General Economic Conditions may affect the profitability of the Liquor Enterprise. ............................................. 38
Changes in consumer preferences or discretionary consumer spending may affect the profitability
of the Liquor Enterprise........................................................................................................................................... 38
The Ohio General Assembly may propose and enact an increase of the gallonage tax on spirituous
liquor. ...................................................................................................................................................................... 38
The loss of management personnel or management services could have an adverse impact upon the
Issuers business and its ability to service the debt.................................................................................................. 38
The Issuer will be relying upon the Division to provide services under the Services Agreement. .......................... 38
Redemption may adversely affect your return on the Series 2013A Bonds. ........................................................... 39
Holders of the Bonds may be dependent on the action or inaction of other holders of the Bonds or
other Obligations. .................................................................................................................................................... 39
TRUSTEE.............................................................................................................................................................................. 39
LITIGATION........................................................................................................................................................................ 39
LEGAL OPINIONS .............................................................................................................................................................. 40
TAX MATTERS ................................................................................................................................................................... 40
Series 2013A Bonds ................................................................................................................................................ 40
Risk of Future Legislative Changes and/or Court Decisions .................................................................... 42
Original Issue Discount and Original Issue Premium............................................................................... 42
Series 2013B Bonds................................................................................................................................................. 43
-xv-
U.S. Holders ............................................................................................................................................................ 44
Tax Consequences to U.S. Holders Holding Series 2013B Bonds ........................................................... 44
Tax Consequences to U.S. Holders on the Purchase, Sale, Exchange, and Retirement of
the Series 2013B Bonds ............................................................................................................................ 45
Recent Legislation Affecting U.S. Holders ............................................................................................................. 45
Non-U.S. Holders .................................................................................................................................................... 46
Tax Consequences to Non-U.S. Holders Holding Series 2013B Bonds ................................................... 46
United States Estate Tax Considerations .................................................................................................. 46
Information Reporting and Backup Withholding...................................................................................... 46
RATINGS.............................................................................................................................................................................. 48
CERTAIN LEGAL MATTERS ............................................................................................................................................ 48
UNDERWRITING................................................................................................................................................................ 48
CONTINUING DISCLOSURE............................................................................................................................................. 49
MISCELLANEOUS.............................................................................................................................................................. 49
APPENDICES:
Appendix A: Unaudited Financial Statements of State Existing Liquor Enterprise
Appendix B: Key Defined Terms
Appendix C: Summary of Certain Provisions of the Indenture
Appendix D: Form of Transfer Agreement
Appendix E: Form of Operations Services Agreement
Appendix F: Form of Continuing Disclosure Agreement
Appendix G: Book-Entry Only System
Appendix H: Form of Bond Counsel Opinion
(This Page Intentionally Left Blank)
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OFFERING CIRCULAR
RELATING TO
$1,526,740,000
JOBSOHIO BEVERAGE SYSTEM

STATEWIDE SENIOR LIEN LIQUOR PROFITS TAX-EXEMPT REVENUE BONDS, SERIES 2013A
AND
STATEWIDE SENIOR LIEN LIQUOR PROFITS TAXABLE REVENUE BONDS, SERIES 2013B
INTRODUCTION
This Offering Circular, including the cover page and inside cover page hereof and the Appendices hereto,
sets forth information regarding the issuance by JobsOhio Beverage System (the Issuer, as such term is more fully
defined in APPENDIX B attached to this Offering Circular), an Ohio nonprofit corporation whose sole member is
JobsOhio, an Ohio nonprofit corporation (JobsOhio), of $423,055,000* Statewide Senior Lien Liquor Profits Tax-
Exempt Revenue Bonds, Series 2013A (the Series 2013A Bonds) and $1,103,685,000* Statewide Senior Lien
Liquor Profits Taxable Revenue Bonds, Series 2013B (the Series 2013B Bonds and, together with the Series
2013A Bonds, the Bonds). Terms used in this Offering Circular and not otherwise defined herein shall have the
same meanings set forth in APPENDIX B hereto. The Bonds are being issued pursuant to a Master Trust Indenture
and a First Supplemental Trust Indenture and a Second Supplemental Trust Indenture thereto, each dated as of the
date of issuance of the Bonds (together, the Indenture), between the Issuer and The Huntington National Bank,
Attn: Corporate Trust, 7 Easton Oval - EA4E63, Columbus, Ohio 43219, as trustee (the Trustee). JobsOhio is not
and will not become an obligated party under the Indenture. As of the date of their issuance, the Bonds will be the
only bonds that have been issued under the Indenture. Additional obligations on a parity with the Bonds may be
issued in the future under the terms of the Indenture. See SECURITY AND SOURCES OF PAYMENT FOR THE
BONDS Additional Obligations herein.
The Issuer and JobsOhio
The Issuer, an Ohio nonprofit corporation, qualifies as a tax-exempt organization under Section 501(c)(3)
of the Internal Revenue Code, as amended (the Code), for federal income tax purposes. The Issuer will receive a
franchise in, own certain assets of, and shall operate the Liquor Enterprise (as defined below) pursuant to the terms
of a Franchise and Transfer Agreement (the Transfer Agreement) entered into among the Issuer, JobsOhio, the
Department of Commerce, Division of Liquor Control of the State of Ohio (the Division) and the Office of Budget
and Management of the State of Ohio (OBM). The Division and OBM are referred to collectively herein as the
State Parties. Pursuant to the Transfer Agreement, the Issuer will receive all gross revenue from the distribution,
merchandising and sale of spirituous liquor in the State.
JobsOhio, the sole member of the Issuer, was formed under the laws of the State of Ohio (the State) on
July 5, 2011, and was established to encourage business development in the State and to lead Ohios job-creation
efforts by singularly focusing on attracting and retaining jobs, with an emphasis on strategic industry sectors in areas
of statewide and regional strength. JobsOhio is qualified as a tax-exempt organization under 501(c)(4) of the Code.
Authorization
The issuance of the Bonds is authorized under and pursuant to a resolution of the Issuer adopted on
January 6, 2013 and under the terms of the Indenture.

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Purpose
The Bonds are being issued to (i) finance the payment of consideration by the Issuer in connection with the
granting of a franchise to operate the State liquor enterprise (the Liquor Enterprise) to the Issuer and the transfer
of certain assets of the State Liquor Enterprise from the Division to the Issuer, (ii) provide initial working capital
and (iii) finance certain costs of the transactions contemplated by the Transfer Agreement. For federal income tax
purposes, a portion of the Bonds is being treated as refunding bonds. All currently outstanding bonds of the State
backed by the profits of the State liquor enterprise will be defeased at the closing of the transactions contemplated
by the Transfer Agreement (as defined herein). See PLAN OF FINANCE Sources and Estimated Uses of
Funds.
Liquor Enterprise
The State Liquor Enterprise has been operated by the State since 1934 as part of the overall program of
State control of the production, distribution, use and sale of alcoholic beverages in the State. The Liquor Enterprise
sells spirituous liquor at retail to the ultimate consumers, and at wholesale to permit holders, such as taverns,
restaurants, hotels and clubs which sell liquor by the drink. All liquor sales are through agency stores (Agencies)
which sell all liquor intended for use or consumption by the purchaser. As of November 30, 2012, there were 463
Agencies in the State. For more information refer to the section heading THE LIQUOR ENTERPRISE below.
Upon the receipt of sufficient funds from this offering and the closing of the transactions provided for in
the Transfer Agreement, certain assets of the Liquor Enterprise will be transferred to the Issuer and the Issuer will
receive from the State an exclusive franchise within the State of Ohio to operate the Liquor Enterprise.
Pursuant to the terms of an Operations Services Agreement between and among the Issuer, JobsOhio, OBM
and the Division (the Services Agreement), the Division will continue to provide management, operational and
administrative services for the Liquor Enterprise in exchange for ongoing fees. For more information refer to the
section heading OPERATIONS SERVICES AGREEMENT below.
Security
Under the Transfer Agreement, the Division will grant to the Issuer an exclusive franchise in the Liquor
Enterprise and will transfer certain assets of the Liquor Enterprise to the Issuer in return for consideration. See
SUMMARY OF THE TRANSFER AGREEMENT Consideration. The consideration includes a payment on the
transfer date and deferred payments to the State. Any deferred payments will be subordinate to the Bonds. Pursuant
to the Transfer Agreement, the Issuer will receive all gross revenue from the distribution, merchandising and sale of
spirituous liquor in the State.
Under the terms of the Indenture, the Issuer has pledged to the Trustee all of the Liquor Enterprise Profits
(as defined herein under SECURITY AND SOURCES OF PAYMENT FOR THE BONDS Liquor Enterprise
Revenues and Liquor Enterprise Profits) and all proceeds from the Liquor Enterprise Profits, the trust fund held by
the Trustee in which Liquor Enterprise Revenues shall be deposited while obligations under the Indenture remain
outstanding (the Revenue Fund), the debt service fund and the debt service reserve fund, if any, maintained by the
Trustee (the Debt Service Fund and the Debt Service Reserve Fund, respectively, all as described herein under
SECURITY AND SOURCES OF PAYMENT FOR THE BONDS Funds Established by the Indenture), and
any and all other property, rights and interests of every kind or description that from time to time is granted,
conveyed, pledged, transferred, assigned or delivered to the Trustee as additional security (the Trust Estate).
Certain moneys released from the lien of the Indenture pursuant to its terms and certain other funds held pursuant to
the terms of the Indenture will not be pledged for the benefit of owners of the Bonds. Those funds include the Tax
Fund, the Operations Fund, the General Purpose Fund and the Rebate Fund, all as described herein under
SECURITY AND SOURCES OF PAYMENT FOR THE BONDS Funds Established by the Indenture.
The Bonds will be special obligations of the Issuer, payable solely from the Trust Estate assigned and
pledged by the Indenture to secure such payment (see SECURITY AND SOURCES OF PAYMENT FOR THE
BONDS). No other entity, except in the case of a transfer of the Liquor Enterprise to an entity related to the Issuer,
has any liability with respect to the Bonds.
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PLAN OF FINANCE
Overview
The Issuer will use the proceeds of the Bonds to, among other things fund consideration to be paid in
connection with the Transfer Agreement. The Bonds are being issued to (i) finance the payment of consideration by
the Issuer in connection with the granting of an exclusive franchise to operate the Liquor Enterprise to the Issuer and
the transfer of certain assets of the Liquor Enterprise from the Division to the Issuer, (ii) provide initial working
capital and (iii) finance certain costs of the transactions related to the franchise and the transfer of certain assets. All
currently outstanding bonds of the State backed by the profits of the Liquor Enterprise will be defeased at the
closing of the transactions contemplated by the Transfer Agreement. As additional consideration to the State as part
of the Transfer Agreement, the Issuer will assume certain ordinary course liabilities and payables related to the
ongoing operation of the Liquor Enterprise and, going forward, the State may receive deferred payments (which
deferred payments, if any, will be subordinate to the Bonds). See SUMMARY OF THE TRANSFER
AGREEMENT Consideration.
Other Indebtedness
Upon their issuance, the Bonds will be the only issue outstanding under the Indenture and the Issuer has no
plans currently for the issuance of any other obligations under the Indenture.
Sources and Estimated Uses of Funds
The Issuer will receive, as of the time of delivery of the Bonds to the Underwriters, [__________] percent
of the aggregate price at which the Bonds are sold by the Underwriters on behalf of the Issuer, without deduction for
any additional commission, directly or indirectly, and without liability to pay additional sums to the Underwriters as
commission. The proceeds of the Bonds and the estimated uses of such funds are shown below:
Sources of Funds
Principal Amount of the Series 2013A Bonds $423,055,000
Principal Amount of the Series 2013B Bonds 1,103,685,000
Net Original Issue Premium 42,513,458
TOTAL SOURCES $1,569,253,458
Uses of Funds
Refunding of Current State Bonds $829,946,711
Remainder of Consideration to State 600,000,000
Total Consideration to State 1,429,946,711
Working Capital 125,000,000
Capitalized Interest 5,126,439
Costs of Transfer Transaction and Issuance of Bonds 9,180,308
TOTAL USES $1,569,253,458

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Debt Service Table
1
The following table sets forth the debt service requirements in each Fiscal Year for the Bonds:
Fiscal Year Ending
June 30 Principal
*
Interest
*
Total Debt Service
*
2014 $.................... $ 60,601,834 $ 60,601,834
2015 41,190,000 65,911,361 107,101,361
2016 41,905,000 65,195,349 107,100,349
2017 42,780,000 64,316,666 107,096,666
2018 43,800,000 63,301,374 107,101,374
2019 44,980,000 62,117,070 107,097,070
2020 46,355,000 60,745,231 107,100,231
2021 47,865,000 59,231,422 107,096,422
2022 49,575,000 57,524,441 107,099,441
2023 51,405,000 55,692,474 107,097,474
2024 53,375,000 53,725,953 107,100,953
2025 55,665,000 51,431,362 107,096,362
2026 58,060,000 49,038,323 107,098,323
2027 60,555,000 46,542,324 107,097,324
2028 63,165,000 43,939,065 107,104,065
2029 65,875,000 41,223,601 107,098,601
2030 68,710,000 38,391,635 107,101,635
2031 72,210,000 34,887,425 107,097,425
2032 75,895,000 31,204,715 107,099,715
2033 79,765,000 27,334,070 107,099,070
2034 83,835,000 23,266,055 107,101,055
2035 88,110,000 18,990,470 107,100,470
2036 92,515,000 14,583,250 107,098,250
2037 97,145,000 9,957,500 107,102,500
2038 102,005,000 5,100,250 107,105,250
Total $1,526,740,000 $1,104,253,220 $2,630,993,220
1
Calculated using estimated bond rates.
THE BONDS
General
The Bonds are issuable in the form and denominations, and will be dated and will mature, as set forth on
the cover page and inside cover page of this Offering Circular. The Bonds will bear interest at the interest rate[s]
indicated on the inside cover page of this Offering Circular and such interest rate[s] shall remain fixed until the
bonds mature. Pursuant to the Indenture, the Bonds may not be converted to bear interest in any alternative interest
rate mode. The application of interest on the principal amount of the Bonds shall commence on the date of issuance
of the Bonds and shall end on the respective maturity dates shown on the cover page of this Offering Circular or an
earlier redemption date.
The Series 2013A Bonds are to (i) mature on January 1 of the years 2015* through 2023* and on January 1,
2038*, subject to prior redemption as described herein under Redemption Provisions, (ii) be dated the date of their
issuance and (iii) bear interest from that date until paid. The Series 2013B Bonds are to (i) mature on January 1 of

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the years 2015* through 2023* and on January 1, 2029* and January 1, 2035*, subject to prior redemption as
described herein under Redemption Provisions, (ii) be dated the date of their issuance and (iii) bear interest from
that date until paid. Interest on the Bonds will be computed on the basis of a 360-day year consisting of twelve 30-
day months.
The Bonds will be issued as fully registered Bonds in book-entry form only and when issued will be
registered in the name of Cede & Co., as nominee of DTC. The Bonds shall be issued in denominations of $5,000
and any integral multiple thereof (each an Authorized Denomination). Interest on the Bonds will be payable on the
first Business Day of each January and July, commencing July 1, 2013 (each an Interest Payment Date). Interest
on the Bonds will be payable for the final interest rate period to the date on which the Bonds have been paid in full.
Principal of and premium, if any, and interest on the Bonds will be paid by the Trustee. Principal is
payable upon presentation of Bonds by the holders thereof. Interest on the Bonds shall be payable on each Interest
Payment Date by the Trustee, by check mailed on the date on which due to the holders of the Bonds of such Series
at the close of business on the Regular Record Date in respect of such Interest Payment Date at the registered
addresses of holders. Any holder of Bonds in an aggregate principal amount in excess of $500,000 as shown on the
registration books kept by the Registrar who, prior to the Regular Record Date next preceding any Interest Payment
Date, shall have provided, or caused to be provided to, the Trustee with wire transfer instructions, interest payable
on such Bonds shall be paid to the holder of such Bonds at the close of business on the Regular Record Date in
respect of such Interest Payment Date in accordance with the wire transfer instructions provided by the holder of
such Bonds.
The Regular Record Date with respect to any Interest Payment Date for the Bonds is the 15
th
day
immediately preceding such Interest Payment Date (or, in the event that an Interest Payment Date shall occur less
than 15 days after the first day of an interest rate period, such first day). Notwithstanding the foregoing, so long as
records of ownership of the Bonds are maintained through the Book-Entry Only System described below, all
payments to the Beneficial Owners of the Bonds will be made in accordance with the procedures described in
APPENDIX G attached hereto.
Redemption Provisions
Series 2013A Bonds Optional Redemption.

*
The Series 2013A Bonds are subject to redemption prior to their stated maturity dates at the option of the
Issuer, in whole or in part on any date on or after _____________, with maturities [and interest rates within a
maturity] to be designated by the Issuer at a redemption price equal to the principal amount of such Series 2013A
Bonds to be redeemed plus accrued interest on the Series 2013A Bonds.
Series 2013B Bonds Make-Whole Optional Redemption.
*
The Series 2013B Bonds are subject to redemption prior to their stated maturity dates at the option of the
Issuer, in whole or in part on any date, with maturities to be designated by the Issuer at a redemption price equal to
the greater of:
(1) the percentage of the principal amount of such 2013B Bonds to be redeemed set forth on the inside
cover page of this Offering Circular as the price (but not less than 100% of the principal amount); or
(2) the sum of the present value of the remaining scheduled payments of principal and interest to the
maturity date of the Series 2013B Bonds to be redeemed, not including any portion of those payments of interest
accrued and unpaid as of the date on which the 2013B Bonds are to be redeemed, discounted to the date on which
the 2013B Bonds are to be redeemed on a semiannual basis, assuming a 360-day year consisting of twelve 30-day
months, at the Treasury Rate (defined below), plus [___] basis points;

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plus, in each case, accrued interest on the 2013B Bonds to be redeemed to the redemption date.
Treasury Rate means, with respect to any redemption date for a particular 2013B Bond, the yield to
maturity as of such redemption date of United States Treasury securities with a constant maturity (as compiled and
published in the most recently published statistical release designated H.15(519) Selected Interest Rates (the
Statistical Release) that has become publicly available at least two Business Days, but not more than forty-five
(45) calendar days, prior to the redemption date (excluding inflation-indexed securities) (or, if such Statistical
Release is no longer published, any publicly available source of similar market data) most nearly equal to the period
from the redemption date to the maturity date of the 2013B Bond to be redeemed; provided, however, that if the
period from the redemption date to such maturity date is less than one year, the weekly average yield on actually
traded United States Treasury securities, adjusted to a constant maturity of one year will be used.
Mandatory Sinking Fund Redemption.
*
The Series 2013A Bonds maturing on January 1, 2038
*
, shall be subject to mandatory sinking fund
redemption in part by lot on January 1, 2035
*
and each year thereafter to maturity, from moneys in the Debt Service
Fund established under the Indenture, at a redemption price of par, plus accrued interest, in the years and amounts
set forth in the following table:
Mandatory Sinking Fund
Payment Date
January 1
*
Mandatory Sinking
Fund Payment
*
2035
$ 86,390,000
2036 92,515,000
2037 97,145,000
2038 102,005,000
1
_____________
(1)
Amount remaining at maturity.
The Series 2013B Bonds maturing on January 1, 2029

redemption in part on a pro rata basis January 1, 2024
*
and each year thereafter to maturity, from moneys in the
Debt Service Fund established under the Indenture, at a redemption price of par, plus accrued interest, in the years
and amounts set forth in the following table:
Payment Date
January 1
*
Mandatory Sinking
Fund Payment
*
2024
$53,375,000
2025 55,665,000
2026 58,060,000
2027 60,555,000
2028 63,165,000
2029 65,875,000
1
_____________
(1)

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The Series 2013B Bonds maturing on January 1, 2035

redemption in part on a pro rata basis January 1, 2030
*
and each year thereafter to maturity, from moneys in the Debt
Service Fund established under the Indenture, at a redemption price of par, plus accrued interest, in the years and
amounts set forth in the following table:
Payment Date
January 1
*
Mandatory Sinking
Fund Payment
*
2030
$68,710,000
2031 72,210,000
2032 75,895,000
2033 79,765,000
2034 83,835,000
2035 1,720,000
1
_____________
(1)
If a portion of the Series 2013B Term Bonds of a given maturity date are called for optional redemption in
part (see Series 2013B Make-Whole Bonds Optional Redemption above), the remaining mandatory sinking
fund installments for the Series 2013B Term Bonds of that maturity shall be adjusted pro rata.
Calculation of Series 2013B Bonds Redemption Price.
At the request of the Trustee, the redemption price of the Series 2013B Bonds to be redeemed at the option
of the Issuer as described under Make Whole Optional Redemption shall be determined by an independent
accounting firm, investment banking firm or financial advisor retained by the Issuer at the Issuers expense to
calculate such redemption price. The Issuer and the Trustee may conclusively rely on the determination of such
redemption price by such independent accounting firm, investment banking firm or financial advisor and shall not be
liable for such reliance.
Selection of Bonds of Any Series for Redemption.
Whenever provision is made for the redemption of the Series 2013A Bonds or the Series 2013B Bonds and
less than all Outstanding Bonds of that series are to be redeemed, the Trustee, upon written instruction from the
Issuer given at least 60 days prior to the date designated for such redemption, shall select Bonds of that series for
redemption from such maturities [and interest rates within a maturity] in such order as the Issuer may direct. Within
a maturity [and interest rate], the Trustee shall select Series 2013A Bonds of that series for redemption by lot;
provided, however, that the Trustee shall select Series 2013B Bonds to be redeemed on the basis of a pro rata pass-
through distribution of principal in accordance with DTC procedures and provided that, so long as the Bonds are
held in book-entry form the selection for redemption of such Bonds shall be made in accordance with the
operational arrangements of DTC then in effect and, if the DTC operational arrangements do not allow for
redemption on the basis of a pro rata pass-through distribution of principal, the Series 2013B Bonds will be selected
for redemption, in accordance with DTC procedures, by lot. The portion of any Series 2013A Bond to be redeemed
in part shall be in the Principal Amount of $5,000 or any integral multiple thereof.
It is the Issuers intent that redemption allocations of Series 2013B Bonds made by DTC be made on the
basis of a pro rata pass-through distribution of principal as described above. However, neither the Issuer nor the
Underwriters can provide any assurance that DTC, DTCs Direct and Indirect Participants or any other
intermediary will allocate the redemption of the Series 2013B Bonds on such basis. If the DTC operational
arrangements do not allow for the redemption of the Series 2013B Bonds on the basis of a pro rata pass-through
distribution of principal as described above, then the Bonds will be selected for redemption, in accordance with
DTC procedures, by lot.

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If the Series 2013B Bonds are not registered in book-entry only form, any redemption of less than all of a
maturity of the Series 2013B Bonds shall be allocated among the registered owners of such Series 2013B Bonds on
a pro-rata basis.
Notice of Redemption.
Notice of redemption shall be mailed by the Trustee, not less than thirty (30) days nor more than forty-five
(45) days prior to the redemption date for the Bonds, to the holders of Bonds called for redemption at their addresses
appearing on the bond registration books of the Trustee with a copy to the Issuer. The Trustee shall also give notice
of redemption by overnight mail or courier service to such securities information services as shall be designated by
the Issuer. Each notice of redemption shall state the date of such notice, the date of issue of the Bonds, the
redemption date, the redemption price, the place or places of redemption (including the name and appropriate
address of the Trustee), the maturity [and interest rate within a maturity], the CUSIP numbers, if any, and, in the
case of a series of Bonds to be redeemed in part only, the respective portions of the principal amount thereof to be
redeemed. Each such notice shall also state that, subject to prior rescission as provided in the Indenture, on said date
there will become due and payable on the Bonds the redemption price thereof or of said specified portion of the
principal amount thereof in the case of a Bond to be redeemed in part only, together with interest accrued thereon to
the redemption date, and that from and after such redemption date interest thereon shall cease to accrue, and shall
require that such Bonds be then surrendered.
Any notice given pursuant to the Indenture may be rescinded by written notice given to the Trustee by
Issuer no later than five (5) Business Days prior to the date specified for redemption. The Trustee shall give notice
of such rescission as soon thereafter as practicable in the same manner, and to the same persons, as notice of such
redemption was given pursuant to the Indenture.
Failure by the Trustee to give notice pursuant to the Indenture to any one or more of the securities
information services or depositories designated by the Issuer, or the insufficiency of any such notice shall not affect
the sufficiency of the proceedings for redemption. Failure by the Trustee to mail notice of redemption pursuant to
the Indenture to any one or more of the respective holders of any Bonds designated for redemption shall not affect
the sufficiency of the proceedings for redemption with respect to the holders to whom such notice was mailed.
Notice of redemption of Bonds shall be given by the Trustee, at the expense of the Issuer, for and on behalf
of the Issuer.
Effect of Redemption.
Notice of redemption having been duly given as provided in the Indenture, and moneys for payment of the
redemption price of, together with interest accrued to the redemption date on, the Bonds (or portions thereof) so
called for redemption being held by the Trustee, on the redemption date designated in such notice, the Bonds (or
portions thereof) so called for redemption shall become due and payable at the redemption price specified in such
notice together with interest accrued thereon to the redemption date, interest on the Bonds so called for redemption
shall cease to accrue, said Bonds (or portions thereof) shall cease to be entitled to any benefit or security under the
Indenture and the holders of said Bonds shall have no rights in respect thereof except to receive payment of said
redemption price and accrued interest to the date fixed for redemption from funds held by the Trustee for such
payment.
All Bonds redeemed pursuant to the provisions of the Indenture shall be canceled upon surrender thereof.
AS LONG AS THE BONDS ARE HELD BY DTC IN BOOK-ENTRY FORM, THE SELECTION OF
CERTAIN BONDS OF A MATURITY [OR INTEREST RATE WITHIN A MATURITY] WILL, HOWEVER, BE
MADE BY DTC. If a portion of a Bond is called for redemption, a new Bond in the principal amount equal to the
unredeemed portion thereof will be issued to the holder upon surrender thereof.
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SECURITY AND SOURCES OF PAYMENT FOR THE BONDS
The Bonds and any Additional Obligations will be payable solely from the Trust Estate, which consists
primarily of the Liquor Enterprise Profits and all proceeds from the Liquor Enterprise Profits, the Revenue Fund, the
Debt Service Fund and Debt Service Reserve Fund, if any, maintained by the Trustee, and any and all other
property, rights and interests of every kind or description that from time to time is granted, conveyed, pledged,
transferred, assigned or delivered to the Trustee as additional security. The various funds related to the Liquor
Enterprise Profits are defined below under the heading Funds Established by the Indenture. Pursuant to the
terms of the Indenture, the Issuer will grant, assign, pledge and transfer to the Trustee, for the benefit of the holders
of the Bonds, all right, title and interest of the Issuer in all Liquor Enterprise Profits, all to provide for the payment
of the Required Payments on the Bonds. Liquor Enterprise Profits are discussed in detail under THE LIQUOR
ENTERPRISE.
THE BONDS ARE SPECIAL, LIMITED OBLIGATIONS OF THE ISSUER PAYABLE SOLELY FROM
ASSETS HELD IN THE TRUST ESTATE, EQUALLY AND RATABLY, AND ARE NOT GENERAL
OBLIGATIONS OF THE ISSUER.
THE BONDS WILL NOT CONSTITUTE OBLIGATIONS OF ANY KIND OF THE STATE OR THE
STATE PARTIES, AND NEITHER THE FAITH AND CREDIT OF THE STATE, THE REVENUE OF THE
STATE, NOR THE TAXING POWER OR ANY OTHER POWER OF THE STATE, THE STATE PARTIES OR
ANY AGENCY OF THE STATE, ARE PLEDGED AS SECURITY FOR THE PAYMENT OF THE BONDS.
The Issuer will receive an exclusive franchise to operate the Liquor Enterprise for twenty-five years. The
operation of the Liquor Enterprise is expected to generate sufficient Liquor Enterprise Profits for the Issuer to make
the Required Payments. In addition to the foregoing, the State has covenanted to maintain statutory authority for,
and cause to be charged wholesale and retail prices for spirituous liquor sold by the Issuer, the State or its Agents
sufficient to ensure that the Issuer is able to meet a Minimum Debt Service Coverage Ratio of at least 1.35. See
Spirituous Liquor Pricing and Debt Service Coverage Covenant in this section.
The Bonds are not general obligations of the Issuer, and neither the faith and credit nor revenue of the
Issuer are pledged as security for the payment of the Bonds.
The Bonds are not in any way obligations of the State or the State Parties, and neither the faith and credit of
the State, the revenue of the State, nor the taxing power or any other power or of the State or the State Parties are
pledged as security for the payment of the Bonds.
Liquor Enterprise Revenues and Liquor Enterprise Profits
Liquor Enterprise Revenues means (i) the sales of the Issuer representing the gross sales (after
application of any wholesale liquor discount) of spirituous liquor and (ii) applicable taxes and governmental charges
of any type collected by the Liquor Enterprise from the sale of spirituous liquor, calculated on an accrual basis.
Liquor Enterprise Profits means Liquor Enterprise Revenues remaining after all Ordinary Course Costs
and Expenses.
Ordinary Course Costs and Expenses means any obligations incurred by the Issuer, in its sole and
absolute discretion, for costs of goods sold (calculated on a first-in first-out basis, including an appropriate
allocation of freight costs by the case), as well as administrative and other operating costs and expenses of running
the Liquor Enterprise in the Ordinary Course of Business and all taxes or governmental charges of any type imposed
on the Liquor Enterprise. Any amounts due pursuant to the Services Agreement and any depreciation (incurred in
connection with the activities and operations of the Liquor Enterprise) shall be included in Ordinary Course Costs
and Expenses. Notwithstanding anything to the contrary, any costs or expenses (a) incurred in connection with or
incidental to the non-Liquor Enterprises activities and operations, if any, of the Issuer, (b) related to and including
Required Payments, or (c) related to and including any amortization, impairment or depreciation (or alternative
method of expensing) of the Franchise, Transferred Assets, goodwill or any combination thereof, are excluded.
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Any amount of Liquor Enterprise Revenues that have been transferred to the Tax Fund, the Operations
Fund, the General Purpose Fund or the Rebate Fund (as such terms are defined in the Indenture) are no longer
treated as Liquor Enterprise Profits. For a discussion of the historical revenues and profits of the Liquor Enterprise
and factors affecting their receipt, see the section heading THE LIQUOR ENTERPRISE.
Spirituous Liquor Pricing and Debt Service Coverage Covenant
In connection with the Transfer Agreement, the State has covenanted to maintain statutory authority for and
cause to be charged wholesale and retail prices for spirituous liquor sold by the Issuer, the State or its agents so that
the Minimum Debt Service Coverage Ratio shall be at least 135%. If the Minimum Debt Service Coverage Ratio is
not met in any Fiscal Year, the Issuer will retain a Consultant, at the expense of the Liquor Enterprise, in a timely
manner but in no event later than thirty (30) days after the completion of the Fiscal Year during which the Minimum
Debt Service Coverage Ratio is not met, to review and analyze and make recommendations with respect to the
revenues, expenses and operations of the Liquor Enterprise, and to submit a written report to the Division, OBM, the
Issuer and the Trustee within sixty (60) days of its engagement, containing the Consultants recommendations as to
revisions of prices charged and costs incurred that will produce at least an amount of Liquor Enterprise Profits for
the then-current Fiscal Year sufficient to meet the Minimum Debt Service Coverage Ratio. The Consultant shall
also provide any other recommendations it may have in a separate advisory letter.
If the Issuer, the Division and OBM follow each recommendation of the Consultant in its report applicable
to it as permitted by law or the Issuer, the Division and OBM take such other actions as they may agree upon
(provided, that the Consultant confirms in writing that such other actions are in its opinion likely to result in
compliance with the Minimum Debt Service Coverage Ratio in the then current Fiscal Year of the Liquor
Enterprise) and the Debt Service Coverage Ratio is at least 110%, then the failure to comply with the Minimum
Debt Service Coverage Ratio is not an Event of Default of the State under the Transfer Agreement and the fact that
the Minimum Debt Service Coverage Ratio is not met does not constitute a default or an Event of Default under the
Indenture.
The failure to maintain statutory authority for and cause to be charged prices for spirituous liquor sufficient
to meet the Minimum Debt Service Coverage Ratio combined with the State Parties failure to follow the
Consultants recommendations will constitute an event of default under the Transfer Agreement, and give rise to all
of the Issuers rights and remedies under the Transfer Agreement except for enforcement by writ of mandamus. If
the State fails to maintain statutory authority for and cause to be charged prices for spirituous liquor sufficient to
meet the Minimum Debt Service Coverage Ratio and the Debt Service Coverage Ratio falls below 110%, the Issuer
will have the ability to exercise all of its rights and remedies under the Transfer Agreement including enforcement
by writ of mandamus. For more information, see SUMMARY OF THE TRANSFER AGREEMENT Events of
Default under the Transfer Agreement Defaults by the State under the Transfer Agreement.
The Issuer has further covenanted that it will not terminate, reduce or materially modify its program for the
sale of spirituous liquor in a way that would result in its inability to satisfy its covenants without first causing the
defeasance and discharge of its outstanding Obligations.
Obligations means the Bonds, as well as any Additional Obligations (whether such Additional
Obligations are in parity with the Bonds or subordinate to the Bonds).
Parity Obligations means the Bonds and all Additional Obligations that are in parity with the Bonds.
Funds Established by the Indenture
The following funds are established by the Indenture.
Revenue Fund
The Revenue Fund is a trust fund maintained in the custody of the Trustee to account for the deposit of
Liquor Enterprise Revenues required to be deposited in the Revenue Fund and the disbursement therefrom. So long
as any of the Parity Obligations remain outstanding, all Liquor Enterprise Revenues will be deposited in the
Revenue Fund by the Issuer.
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Tax Fund
The tax fund (Tax Fund) is a trust fund maintained in the custody of the Trustee. Money in the Tax Fund
will be used to pay taxes on Liquor Enterprise sales due to the State Department of Taxation and amounts due to the
General Revenue Fund of the State pursuant to Ohio law. Moneys and investments in the Tax Fund are not pledged
for Required Payments on Parity Obligations secured by the Liquor Enterprise Profits and will be clear of any lien
created by the Master Indenture.
Operations Fund
The operations fund (the Operations Fund) shall be maintained in the custody of JobsOhio Beverage
System. Money in the Operations Fund shall be used solely for the payment of Operating Expenses.
Notwithstanding any other provisions herein, moneys and investments in the Operations Fund are not pledged for
the payment of Required Payments and shall be clear of any lien created by the Master Indenture.
Debt Service Fund
The Debt Service Fund is a trust fund maintained in the custody of the Trustee for Required Payments upon
the Parity Obligations as provided in the Indenture. The Indenture creates two accounts in the Debt Service Fund,
both of which are held by the Trustee: (a) an Interest Payment Account for the payment of interest on the Parity
Obligations, and (b) a Principal Payment Account for the payment of principal on the Parity Obligations.
Following the disbursement of Liquor Enterprise Revenues into the Tax Fund, and the Operations Fund, sufficient
Liquor Enterprise Profits are required to be disbursed into the accounts of the Debt Service Fund for the Trustee to
make Required Payments on the Parity Obligations.
No Debt Service Reserve Fund for the Bonds
The Debt Service Reserve Fund, if any, is a trust fund maintained in the custody of the Trustee for reserves
that may be required pursuant to the terms of a series of Parity Obligations under a supplemental master indenture. If
a reserve is required in connection with a series of Parity Obligations, the Trustee shall establish a separate account
within the Debt Service Reserve Fund or identify a current account within the Debt Service Reserve Fund into
which it will deposit the required reserve. Whenever there is a deficiency in the Debt Service Fund for the payment
of Required Payments on a series of Parity Obligations for which a reserve is required, the Trustee shall make the
Required Payment from the respective account in the Debt Service Reserve Fund, if any. If the amount of moneys in
the Debt Service Fund and Debt Service Reserve Fund is sufficient to permit the purchase for cancellation or
redemption of outstanding Parity Obligations on the next available redemption date for such Parity Obligations,
without reducing the amount on hand in the Debt Service Fund and Debt Service Reserve Fund that is required to be
on hand pursuant to the Indenture with respect to the Parity Obligations which will not be so cancelled or redeemed,
such excess funds, plus any funds contributed by the Issuer, shall be used to accomplish such cancellation or
redemption. There will be no Debt Service Reserve Fund for the Series 2013A Bonds and the Series 2013B
Bonds.
Subordinated Indebtedness Debt Service Fund and Subordinated Indebtedness Debt Service Reserve
Fund
The subordinated indebtedness debt service fund (the Subordinated Indebtedness Debt Service Fund) and
the subordinated indebtedness debt service reserve fund (the Subordinated Indebtedness Debt Service Reserve
Fund) are maintained in the custody of the trustee under any subordinated indebtedness trust indenture and may be
used solely for the payment by the trustee under any subordinated indebtedness trust indenture of service charges on
such subordinated indebtedness. Unless otherwise provided in a supplemental master indenture or a subordinated
indebtedness trust indenture, any amount remaining in the Subordinated Indebtedness Debt Service Fund and the
Subordinated Indebtedness Debt Service Reserve Fund after all subordinated indebtedness has been paid and
discharged will be transferred to the General Purpose Fund.
Rebate Fund
The rebate fund (the Rebate Fund), if any, is a trust fund maintained in the custody of the trustee as a
trust fund separate and distinct from all other funds of the Issuer and is used solely for the payment of Rebate
Amounts to the United States related to any tax-exempt bonds issued by the Issuer pursuant to the Indenture or a
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Related Debt Indenture. Moneys and investments in the Rebate Fund are not pledged for Required Payments on the
Parity Obligations.
Deferred Payment Reserve Fund
The deferred payment reserve fund (the Deferred Payment Reserve Fund) will be maintained in the
custody of the Trustee as a trust fund. Money in the Deferred Payment Reserve Fund will be used to pay Deferred
Payments under the Transfer Agreement to the extent necessary. If, on the date any Deferred Payments are due to
the State, the amount in the Deferred Payment Reserve Fund exceeds the amount required to be paid to the State as a
Deferred Payment, that excess shall be transferred on that date to the General Purpose Fund.
The Issuer may, at its sole discretion, deposit amounts not constituting Liquor Enterprise Profits into the
Debt Service Fund, Debt Service Reserve Fund, Subordinated Indebtedness Debt Service Fund, Subordinated
Indebtedness Debt Service Reserve Fund and Rebate Fund.
General Purpose Fund
The general purpose fund (the General Purpose Fund) is maintained in the custody of the Issuer. The
Issuer may use or transfer moneys held in the General Purpose Fund for any lawful purpose of the Issuer. Moneys
and investments in the General Purpose Fund are not pledged for Required Payments on the Parity Obligations and
are not subject to any lien created by the Indenture.
Flow of Funds
All Liquor Enterprise Revenues shall be deposited into the Revenue Fund no later than the Business Day
following their receipt by the Issuer. The Trustee will make the following payments from the Revenue Fund on the
dates provided in the following order of priority:
(a) First: Into the Tax Fund, on the 5th of each month, the amount sufficient to pay all taxes collected
on the sale of spirituous liquor for the first fifteen days of the prior month, and on the 20th of each month, the
amount sufficient to pay all taxes collected on the sale of spirituous liquor for the remainder of the prior month.
(b) Second: On any Business Day of each week agreed to by the Issuer and the Trustee, the Issuer
will provide to the Trustee an Officers Certificate providing the estimated Operating Expenses of the Liquor
Enterprise for the next week, including amounts estimated to be needed to fund payments under the Services
Agreement. Within two Business Days later, the Trustee shall transfer such weekly estimated Operating Expenses
from the Revenue Fund to the Operations Fund. In addition, in the event of an unanticipated shortfall in the
Operations Fund, on any Business Day the Issuer can request by an Officers Certificate an additional transfer for
Operating Expenses from the Revenue Fund to the Operations Fund on a schedule to be agreed between the Issuer
and the Trustee.
(c) Third: (1) Into the Interest Payment Account of the Debt Service Fund, on the twenty-fifth of each
of the first five months of an interest rate period, one-fifth of the amount necessary, after taking into account any
excess money then on deposit in the Interest Payment Account, to provide for the interest due on the Obligations and
any Related Debt on the next Interest Payment Date and, on the twenty-fifth of the sixth month of an interest rate
period, the amount of any shortfall between such interest due and the amount then on deposit in the Interest Payment
Account; (2) into the Principal Payment Account of the Debt Service Fund, on the twenty-fifth of each of the first
ten months of a principal payment period, one-tenth of the amount necessary, after taking into account any excess
moneys then on deposit in the Principal Payment Account, to provide for the payment of principal of the Obligations
and any Related Debt, whether due to maturity or mandatory sinking fund requirements, on the next succeeding
Principal Payment Date on which such principal is to be paid, and, on the twenty-fifth of the eleventh and twelfth
months of a principal payment period, the amount of any short fall between such principal due and the amount then
on deposit in the Principal Payment Account; provided, however, that the deposits into the Debt Service Fund for a
series of Obligations or Related Debt then Outstanding may, at the discretion of the Obligated Group Agent, be
discontinued at such time as the amounts then on deposit and available in the Debt Service Fund and the applicable
account in the Debt Service Reserve Fund for that series of Obligations or Related Debt are sufficient to permit the
purchase for cancellation or call for redemption at or before maturity all of the Obligations or Related Debt of that
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series then Outstanding and the Obligated Group Agent has notified the Master Trustee and the Related Debt
Trustee, if any, to use such amounts to accomplish such purchase or redemption; and
(d) Fourth: Into the accounts created or designated in the Debt Service Reserve Fund, if any, on the
25th of each month the amounts provided in any Supplemental Master Indenture or Related Debt Indenture, an
amount equal to one-twelfth of the Required Reserve Deficiency (or such lesser amount as is provided in that
Supplemental Master Indenture or Related Debt Indenture), until the amount then on deposit in such Fund equals the
Required Reserve; provided, however, that any Required Reserve being initially funded from moneys other than the
proceeds of the Parity Obligations or Related Debt must be funded from the General Purpose Fund or other moneys
outside of the Trust Estate.
(e) Fifth: Into the Subordinated Indebtedness Debt Service Fund, (1) into the interest payment account
of the debt service fund under the Subordinated Indebtedness Trust Indenture on the 25th of each month one-fifth of
the amount necessary, after taking into account any money then on deposit in that interest payment account, to
provide for the interest due on the Subordinated Indebtedness on the next interest payment date for the Subordinated
Indebtedness; (2) into the principal payment account of the debt service fund under the Subordinated Indebtedness
Trust Indenture on the 25th of each month one-tenth of the amount necessary, after taking into account any moneys
then on deposit in that principal payment account, to provide for the payment of principal of the Subordinated
Indebtedness, whether due to maturity or mandatory sinking fund requirements, on the next succeeding principal
payment date on which such principal is to be paid; provided, however, that the deposits into the debt service fund
for a series of Subordinated Indebtedness then Outstanding may, at the discretion of the Issuer, be discontinued at
such time as the amounts then on deposit and available in the related debt service fund and the applicable account in
the debt service reserve fund for that series of Subordinated Indebtedness are sufficient to permit the purchase for
cancellation or call for redemption at or before maturity all of the Subordinated Indebtedness of that series then
Outstanding and the Issuer has notified the Trustee and the trustee under the Subordinated Indebtedness Trust
Indenture, if any, to use such amounts to accomplish such purchase or redemption.
(f) Sixth: Into the accounts created or designated in the Subordinated Indebtedness Debt Service
Reserve Fund, if any, on the 25th of each month the amounts provided in any Subordinated Indebtedness Trust
Indenture, an amount equal to one-twelfth of any deficiency in the required reserve thereunder, if any, until the
amount then on deposit in such Fund equals the reserve required by the Subordinated Indebtedness Trust Indenture
(or such lesser amount as is provided in the Subordinated Indebtedness Trust Indenture); provided, however, that
any required reserve for Subordinated Indebtedness being initially funded from moneys other than the proceeds of
Subordinated Indebtedness must be funded from the General Purpose Fund or other moneys outside of the Trust
Estate.
(g) Seventh: Into the Rebate Fund, if any, the amounts and at the times, provided in any Supplemental
Master Indenture or Related Debt Indenture for the payment of any Rebate Amount.
(h) Eighth: Into the Deferred Payment Reserve Fund, on the 25th of each month, the monthly amount
budgeted for that purpose by the Issuer.
(i) Ninth: Into the General Purpose Fund, on the 25th of each month, any amount of the moneys
remaining in the Revenue Fund, which the Issuer has reasonably determined taking into account additional Liquor
Enterprise Revenues projected to be received, will not be needed to make deposits required in First through Eighth
above.
(Remainder of page intentionally left blank)
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Summary Flow of Funds
1
Additional Obligations
In order to ensure that the State Parties are satisfied that the issuance will not impair their right to receive
deferred payments under the Transfer Agreement, prior to the issuance of any Additional Obligations, the Issuer
must receive the consent of the Director of OBM unless the Issuer has provided to that Director, at least 30 days
prior to their date of issuance, written notice of their planned issuance (including a copy of the calculation of the pro
forma Debt Service Coverage Ratio described in (iii) below), and such Obligations (i) are fixed rate bonds that will
1
This flow of funds summary depiction is qualified in its entirety by the express words set forth in Flow of
Funds above and the terms of the Indenture.
Shaded funds
are held by the
Trustee
-15-
be satisfied in full, in the ordinary course of business, by the 25th anniversary of the Closing Date; (ii) do not
involve any credit facility, interest rate hedge (each as defined in Section 9.98 of the Ohio Revised Code) or any
Derivative Agreement; (iii) at the time of their issuance, have a projected ratio of Liquor Enterprise Profits to debt
service on all Obligations, including the proposed Additional Obligations, which exceeds the Required Debt Service
Ratio for each year the proposed Additional Obligations are scheduled to be outstanding; and (iv) do not limit the
State Parties remedies under the Transfer Agreement. See SUMMARY OF THE TRANSFER AGREEMENT
Ongoing Covenants of the Issuer.
Prior to the issuance of any Additional Obligations that are Parity Obligations, (1) the Issuer must also
provide to the Trustee a certificate of an officer demonstrating that the Transaction Test will be met, after giving
effect to the proposed transaction, (2) the ratings of S&P and Moodys, respectively, of the proposed obligations are
the same as the respective rating of S&P or Moodys of the Obligations then outstanding and (3) the requirements of
the Subordinated Obligations Trust Indenture related to the issuance of Obligations, if any, shall be met.
Transaction Test means the receipt by the Trustee of a certificate of an officer of the Issuer stating that the (i) the
Liquor Enterprise Profits for any twelve (12) consecutive calendar months out of the most recent period of eighteen
(18) full calendar months preceding the proposed transaction are at least 200% of (ii) Maximum Annual Debt
Service (including any proposed Required Payments on the proposed Parity Obligations to be incurred, if any). In
performing the calculation for the Transaction Test, Debt Service Requirements on the Parity Obligations to be and
only to the extent to be, funded or refunded by the Parity Obligations then being issued shall be subtracted from the
Maximum Annual Debt Service. Additionally, if there are any Obligations outstanding that are subordinated to the
Parity Obligations, all provisions and requirements of the subordinated indebtedness trust indenture or indentures
that relate to the issuance of Parity Obligations shall be satisfied.
In accordance with the Additional Bonds Test described above, the adjusted Liquor Enterprise Profits for a
twelve consecutive calendar month period out of the most recent period of eighteen months of $261.3 million were
equal to 2.44
times of Maximum Annual Debt Service on the Bonds ($107.1* million). See Debt Service Table
herein and THE LIQUOR ENTERPRISE Adjusted Revenues Chart herein.
Other requirements for the issuance of Additional Obligations include (i) certain opinions of counsel and
(ii) that Issuer is not in default of any of their covenants or obligations contained in the Indenture or in the
Obligations, and the authentication and delivery of those Obligations will not result in any such default.
Additional Obligations means any indebtedness of the Issuer (including any bonds, loan agreements,
notes, contracts, installment sale, reimbursement, revolving credit and standby bond purchase agreements) other
than the Bonds, any Ancillary Obligations, Debt Obligations, or Hedging Obligations, or any combination thereof,
that are secured by Liquor Enterprise Profits.
Covenant to Enforce the Agreements
The Issuer has covenanted to ask, demand, sue for, levy and use its best efforts to recover and receive such
sums of money, debts, dues or other demands whatsoever owed to the Issuer to which it may be entitled under any
contract, order, receipt, guaranty, warranty, writing or instruction in connection with any of the foregoing, and to enforce
the provisions of any contract, agreement, obligation, bond or other security that is to the benefit of the Issuer, including,
without limitation, the Transfer Agreement.
THE LIQUOR ENTERPRISE
The Liquor Enterprise began immediately after the end of national Prohibition in 1933 and has continued
without interruption to date. It has been an integral part of the overall State system of alcoholic beverage control
and enforcement. The Liquor Enterprise makes spirituous liquor available to the adult public in a reasonably
convenient manner and without the types of advertising and promotions common in private industry. Ohio law

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defines spirituous liquor as all intoxicating beverages containing over 21% alcohol by volume (often stated as
more than 42-proof). For purposes of this Offering Circular, spirituous liquor may also be referred to as liquor.
All liquor sales for carry out are through Agencies which sell all liquor intended for use or consumption by
the purchaser. The operations of the Liquor Enterprise no longer include State-operated stores (State Stores). The
463 Agencies of the Liquor Enterprise are distributed among Ohios 88 counties, all as part of an ongoing program
of locating outlets to accommodate shifts in population and to provide convenience to the public. Present State law
authorizes (subject to local options) five outlets in each county, plus one additional Agency for each 20,000
population increment after the first 40,000 in that county.
The information contained under THE LIQUOR ENTERPRISE has been prepared by the Division.
Through Fiscal Year 1993, the Auditor of State audited the financial reports of the Division. Beginning in Fiscal
Year 1994, the Auditor has audited only those lines comprising Liquor Sales and Costs of Goods Sold. The
Auditor was not required by law to perform a full audit on each department or division of the State as a part of its
audit of the State and did so only at the request of a department or division. The Auditor charges any department or
division for which the Auditor performs a full audit a charge for performing such an audit. After the transfer of the
Liquor Enterprise, the financial statements of the Issuer will be audited by an independent certified public
accounting firm.
With regard to verifying Ordinary Course Costs and Expenses as used in the Services Agreement and the
Transfer Agreement, the independent public accountant firm performing the audit of the financial statements of
Issuer will perform the auditing procedures which it considers necessary to obtain reasonable assurance about
whether the financial statements are free of material misstatement due to error or fraud. Reasonable assurance is
obtained by reducing audit risk to an appropriately low level through applying due professional care, including
consideration of inherent, control and detection risk and obtaining sufficient appropriate audit evidence.
The following graph shows unaudited results for Fiscal Years 1993 through 2012 with respect to historical
pledged liquor profits. Please see charts on restated historical pledged liquor profits to reflect adjustments for
expenses which historically have been paid by the Division, but which will not be paid by the Issuer going forward.
Those charts are below under the heading -Adjusted Pledged Liquor Profits (Unaudited) and -RECENT
LIQUOR ENTERPRISE PERFORMANCE.
Historical Pledged Liquor Profits
(1993 - 2012)
$0
$50
$100
$150
$200
$250
$300
1
9
9
3
1
9
9
4
1
9
9
5
1
9
9
6
1
9
9
7
1
9
9
8
1
9
9
9
2
0
0
0
2
0
0
1
2
0
0
2
2
0
0
3
2
0
0
4
2
0
0
5
2
0
0
6
2
0
0
7
2
0
0
8
2
0
0
9
2
0
1
0
2
0
1
1
2
0
1
2
$
m
i
l
l
i
o
n
s
Source: State of Ohio Department of Commerce Division of Liquor Control.
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States Powers and Authority Related to Liquor Sales
Under the Twenty-First Amendment to the United States Constitution, the States power and authority
within its borders over intoxicating liquors is virtually plenary. The Twenty-First Amendment, which repealed
national Prohibition, provides in part that the transportation or importation into any state for delivery or use
therein of intoxicating liquors, in violation of the law thereof, is hereby prohibited.
The Liquor Enterprise has been operated by the State since 1934 as part of the overall program of State
control of the production, distribution, use and sale of alcoholic beverages in the State. Prior to July 1, 1997, the
Liquor Enterprise was under the direct control and operation of the Department of Liquor Control, which was one of
the administrative departments of the State. On July 1, 1997, the Department of Liquor Control became a division
of the Department of Commerce. As of August 31, 2012, the Division had 104 employees. Upon the closing of the
transactions contemplated by the Transfer Agreement, the Issuer will control and operate the Liquor Enterprise, with
management, operation and administrative functions being performed by the Division pursuant to the Operation
Services Agreement (Services Agreement).
Ohio liquor control laws apply to all forms of intoxicating beverages (liquids and compounds fit to use for
beverage purposes and containing one-half of one percent or more of alcohol by volume). Through the regulation,
permitting, enforcement, licensing, taxation and operation of the Liquor Enterprise, the State impacts virtually every
aspect of the production, distribution, use and sale of alcoholic beverages in the State.
The Liquor Enterprise is the sole source in the State of wholesale and retail sales of spirituous liquor in
packages or containers. Ohio law prohibits internet sales of liquor into the State or to its residents by an out-of-state
spirituous liquor retailer. As a policy matter, the Division does not permit Agencies to make internet sales of
spirituous liquor.
The Liquor Enterprise sells liquor at retail to the ultimate consumers, and at wholesale to permit holders,
such as taverns, restaurants, hotels and clubs which sell liquor by the drink. Under present State law, wholesale
permit holders purchase liquor at a 6.0% discount so that their price is equal to 94.0% of the retail sales price.
Effective July 1, 2005, the Ohio General Assembly reduced the wholesale permit discount from 12.5% to 6.0% (see
Risk Factors).
Ohio has not been unique in its handling of liquor control by means of a state-regulated monopoly. It is the
third largest of the 17 so-called Control States, which sell intoxicants as a state control function. Not all Control
States have the same method of distribution as Ohio, nor do they always sell identical products. Fourteen of the
Control States, including Ohio, are in both the retail package sale and the wholesale business. Four are in the
wholesale business only. The Control States are:
Alabama Montana Utah
Idaho New Hampshire Vermont
Iowa North Carolina Virginia
Maine Ohio West Virginia*
Michigan* Oregon Wyoming*
Mississippi* Pennsylvania
*Wholesale only
Legislation has been introduced in the Ohio General Assembly in the past proposing to remove the State
from the process of selling bottled liquor at retail or both wholesale and retail, or exclude some categories of liquor
from the Liquor Enterprise operation. It is to be noted that the State has previously covenanted in various
proceedings for its bonds secured by liquor profits, and has covenanted in connection with the issuance of the
Bonds, to maintain statutory authority necessary to generate adequate Liquor Enterprise Profits to pay the debt
charges on those bonds when due. If the State were to terminate operation of the Liquor Enterprise, the State has
covenanted to arrange for the defeasance of all Obligations of the Issuer in accordance with the provisions of the
Indenture. See SUMMARY OF THE TRANSFER AGREEMENT Pre- Remedy Arrangements.
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Management of the Division of Liquor Control
Bruce D. Stevenson, Superintendent. Bruce D. Stevenson was appointed Superintendent of the Ohio
Division of Liquor Control by Ohio Department of Commerce Director David Goodman on January 26, 2011. Prior
to his appointment, Mr. Stevenson had served as Acting Superintendent since November 2010. Mr. Stevenson has
worked for the Division of Liquor Control in various capacities for the past 20 years, and has extensive knowledge
and experience regarding the regulation of Ohios liquor industry. For the past 13 years, Mr. Stevenson had served
as Deputy Superintendent of the Divisions Licensing Section, responsible for the issuance and renewal of the
States 23,000 manufacturer, wholesale distributor and retail permit licenses. Other positions held by Mr. Stevenson
with Liquor Control include Chief of the Permit Division from 1993-1997, and Chief of the Beer and Wine Division
from 1991-1993. Mr. Stevenson is a graduate of Youngstown State University with a Bachelor of Science degree.
J. Desiree Blankenship, Chief Counsel. Desiree Blankenship has served as Chief Counsel since
February 1, 2012. Prior to this position, Ms. Blankenship served as Deputy Chief Legal Counsel to the Ohio Auditor
of State. Ms. Blankenship received her undergraduate degree from The Ohio State University, and her law degree
from Capital University Law School.
J. Michael Finn, Chief of Budgeting. J. Michael Finn joined the Ohio Department of Liquor Control in
February 1987 as a Budget Analyst. He held several accounting and merchandising positions within the department
including Acting Deputy Director of Administration. After the Department of Liquor Control joined the Department
of Commerce in 1997, Mr. Finn served as the Chief of Accounting before becoming Chief of Budgeting in 2008.
Thomas S. Kappa, Chief of Agency Operations. Thomas S. Kappa has over 30 years of consumer products
marketing, sales and management experience. Seeking an opportunity to utilize his negotiating, tactical and strategic
marketing skills along with years of organizational development and management, Mr. Kappa joined the Division of
Liquor Control as its Chief of Agency Operations in May 2011. Mr. Kappa received his degree from The Ohio State
University.
Agencies
As required by State law, Agency operations are in establishments that sell other products as well. As of
November 30, 2012, there were 463 Agency stores in the State. The agencies are organized into four regional
districts (which correspond to warehouses from which liquor is distributed) as illustrated in the following table,
which shows the numbers as of the end of Fiscal Year 2012:
Net
FY2012 Sales
(Unaudited)
District Agencies ($ millions)
Cleveland 183 $333.1
Cincinnati 98 $180.0
Columbus 121 $218.4
Toledo 58 $93.0
Total 460 $824.5
Following the franchise of the Liquor Enterprise pursuant to the Transfer Agreement, the State, the
Division and the Issuer will each have certain rights and responsibilities with respect to Agency relationships,
consistent with the respective rights and responsibilities of the Division and the Issuer under the Services
Agreement. For example, the State will set the various prices of liquor and the hours during which liquor may be
sold by Agencies, and maintain inventory controls. The Issuer will own the liquor until it is purchased by the
customer and the Agencies will sell the liquor on a consignment basis. The Issuer will have the right to all receipts
generated from the sales of spirituous liquor by the Agencies.
Agencies receive commissions on their sales, currently 6% on retail sales and 4% on wholesale sales. The
present statutory maximum on Agency commissions is 7%. Each Agency will make a daily deposit of gross liquor
sales revenues into the Agencys depository account, which is swept each weekday into the Issuers depository
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account and subsequently into the Revenue Fund maintained by the Trustee. Twice a month, the Issuer will
distribute commission checks to the Agencies based on reported liquor sales. Each Agency is solely responsible for
its own overhead costs, including without limitation business structuring, equipment, insurance, utilities, payroll,
and the costs of product damage and theft.
The Division has the authority to create entirely new Agencies in addition to the Agencies which replaced
State Stores. Notwithstanding the Transfer Agreement, the awarding of an Agency will remain a function of the
Division to be exercised in its sole discretion. The award of an Agency is based on a number of different factors
after the review of competitive proposals received by the Division after advertising. Among factors considered are:
population and demand, historical and pro-forma financial statements, available space, the location of other
Agencies in the area, the availability of parking, and interviews with the potential Agency owners. In considering
the award of an Agency, the Division may also hold public hearings to permit local residents and public officials to
voice their sentiments about the proposed new Agency. After a retailer has been awarded a contract for an Agency,
it may lose the contract by violating the terms thereof.
The Role of the Issuer, the Division of Liquor Control and the Department of Commerce in the Liquor
Enterprise
Upon the closing under the Transfer Agreement, the Issuer, the State and the Division will have the
respective rights and responsibilities described below with respect to the Liquor Enterprise. For more information,
also refer to the heading SUMMARY OF THE SERVICES AGREEMENT, below.
Generally
Except for those functions described below, the Issuer shall have responsibility for all aspects of the Liquor
Enterprise and shall cause the Liquor Enterprise to be operated in accordance with the provisions of the Transfer
Agreement and law and will pay or cause to be paid all costs and expenses relating to the operation of the Liquor
Enterprise as and when those costs and expenses are due and payable. Notwithstanding the foregoing, any function
or responsibility of the Issuer may be performed for the Issuer by the Division if so performed under and in
accordance with the terms and conditions of the Services Agreement.
Statutory Merchandising Functions
The Division has been solely responsible for and will at all times remain solely responsible for all aspects
of the management and performance of certain Statutory Merchandising Functions to the extent required by Section
4313.02(E) of the Revised Code. The Issuer (i) will receive the benefit of the Divisions performance of Statutory
Merchandising Functions as a service provided to the Issuer under the Services Agreement, (ii) will have the right to
advise and make recommendations to the Division concerning the Divisions performance of the Statutory
Merchandising Functions in accordance with the Services Agreement and (iii) shall bear all costs and expenses of
the Statutory Merchandising Functions as performed by the Division in accordance with the terms of the Services
Agreement.
The Statutory Merchandising Functions include, among other functions: selecting spirituous liquor
products, including size; determining which Agency locations will sell particular products; controlling the purchase
of spirituous liquor for distribution to Agencies; reviewing and approving trucking contracts for spirituous liquor
distribution purposes; reviewing and approving warehouse contracts; determining Agency shelf sets; auditing
agencies for statutory compliance with Ohio law fixing the wholesale and retail prices at which the various classes,
varieties, and brands of spirituous liquor are sold (pursuant to statutory provisions, including gross profit caps);
selecting new Agency sites in a manner consistent with Ohio law, including compliance with quota and county
limits; fixing the amount of commissions paid to liquor contract agencies; monitoring of and adherence to the
statutory number of liquor agencies in a county; processing of legislative notice for new Agency location proposals,
assignments of an Agency contract, Agency relocation proposals, or the relocation and assignment of an Agency;
notifying appropriate authorities if a proposed Agency, assignment of an Agency contract, or relocation of an
existing Agency store would cause such Agency to be located within 500 feet of the school, church, library, public
playground, or township park; processing the relocation of an Agency or reassignment and relocation of an existing
Agency store; issuing non-quota licenses for agencies; establishing bonding requirements for each Agency;
administering Agency contracts for the sale of spirituous liquor; determining the location of all liquor stores;
processing of and setting standards for expansions or diminutions of permit premises; selecting new liquor agencies;
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approving tastings of spirituous liquor; conducting hearings pursuant to objections by legislative authorities or
institutions; assigning retail accounts for the wholesale portion of spirituous liquor Agency contract; registering new
spirituous liquor products listed; registering spirituous liquor suppliers; and registering spirituous liquor solicitors.
Regulatory Functions
Certain Regulatory Functions have been the sole and exclusive responsibility of the Division, and will
remain so after the consummation of the transactions contemplated in the Transfer Agreement. These Regulatory
Functions are not a part of the Liquor Enterprise and will not be performed for the Issuer as a service under the
Services Agreement or paid for by the Issuer. The Regulatory Functions include, among other functions: issuing
new licenses and permits for all manufacturer, wholesale distributor, and retail liquor licenses for the State;
processing and issuing liquor licenses pursuant to the quota and other provisions of Ohio law; conducting
inspections and investigations of permit premises; administrating new location, transfer of location, and transfer of
ownership applications; reviewing qualifications of licensees, including background checks; reviewing the
qualifications of agencies and prospective agencies (including the physical structure, financial stability of
ownership, and wet/dry status); administrating liquor license renewals; issuing permits of various classes; enforcing
hours of operation and Sunday sales; reviewing local options pursuant to Ohio law; sending notifications of permit
applications to the local legislative authority and police; reviewing locations for violations; overseeing and
administrating various facets of beer and wine manufacturing, sale, transportation and distribution within the State,
including out of state suppliers, product registrations, and territory designations; issuing Tax Non-Renewal Orders;
processing expansions or diminutions of permit premises; approving transfers of products between permit premises;
approving tastings of beer, wine, and mixed beverages; and conducting hearings pursuant to objections by legislative
authorities or institutions.
Pricing Methodology
Pricing of liquor by the Liquor Enterprise is a function of purchase costs from the distillers, statutory
requirements, State, local and federal tax levels, and control and revenue production. Current law requires that the
base wholesale and retail prices for the same product be the same throughout the State (although local sales taxes
may vary).
The State, in consultation with the Issuer, fixes the wholesale and retail prices at which the various classes,
varieties, sizes and brands of liquor are sold. Under present State law, in fixing those selling prices the State is to
compute an anticipated profit at least sufficient to provide in each calendar year all costs and expenses of the State
(including all its functions, not just the Liquor Enterprise) and an adequate working capital reserve. The current
statutory cap on the gross profit is 40% of gross sales. A currently unused mark-up exception allows for a maximum
10% mark-up on liquor manufactured in the State from the juice of grapes or fruits grown in the State.
Under present State law, purchasers are charged a fee equal to $3.38 for each gallon of liquor bought from
the Liquor Enterprise. This amount is not included in Liquor Enterprise Profits, but is transferred into the Tax Fund,
together with the transfer of all taxes collected on the sale of liquor, and from there to the States General Revenue
Fund. Taxes collected on the sale of liquor are transferred to the State Department of Taxation for distribution.
The various elements of retail pricing are illustrated by the following breakdown of costs of a hypothetical
750ml bottle of liquor which costs the purchaser $26.95 (before application of sales tax):
Cost of Goods $15.51
Contract Freight to Outlets 0.08
Operating Cost Recovery (12.35%) 1.91
Retail Mark-up (30%) 7.50
Surcharge (5%) 1.28
State Gallonage Tax ($3.38 per gallon) 0.67
Total $26.95
Under present State law, wholesale prices are to be discounted by not more than 6.0% of the retail selling
prices.
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The Liquor Enterprise participates in comparative price surveys through the Distilled Spirits Council of the
United States and the National Alcoholic Beverage Control Association, Inc. which is the trade association of
Control States. Price comparisons vary with the time and the product. In recent years prices in the State have
generally been higher than in contiguous states. In general, prices are higher in Control States than in states which
are not Control States. Of the states contiguous to the State, three (Michigan, Pennsylvania and West Virginia) are
Control States and two (Indiana and Kentucky) are not.
Retail and Wholesale Marketing Efforts
The Liquor Enterprise has combined concepts of retail and wholesale marketing in a manner consistent
with the overall control function of the State. The Liquor Enterprise attempts to stock the most popular brands of
liquor, with each Agency stocked according to its local customer demand. Special orders may be placed, in case
lots, for products not carried by the Liquor Enterprise. Over 1,900 different sizes and brands or types of liquor are
available to any of the Agencies. The Liquor Enterprise updates product lists on a monthly basis, enabling rapid
response to changes in consumer tastes, product volumes and profitability, particularly when compared to Control
States that update product lists on an annual basis. Underperforming products may be delisted. The Division has
contracted with a vendor to modernize the information technology, merchandising and supply chain management
systems that support the administration of the Liquor Enterprise, the outcome of which is expected to improve the
reliability and efficiency of its agency reporting operations and real-time inventory control. The project started in
the second week of January 2013 and is currently scheduled to be completed in 21 months. Effective in September
2004, Agencies which generally were permitted to be open six days a week may also sell spirituous liquor on
Sunday from 1 p.m. to midnight in liquor stores located in precincts where voters have already passed Sunday sales
for (i) carryout and (ii) on-site consumption in bars and restaurants who apply for such permission. As of November
30, 2012, only 309 of the 463 Agencies were open on Sunday. Another 20 Agencies have Sunday sales privileges
but choose not to sell on Sunday for operational or seasonal reasons. The remaining 134 Agencies would need local
voter approval before they could open on Sunday. The Issuer does not expect Sunday sales to adversely affect net
sales. Sunday sales continue to increase each year as the number of open stores increase. However, the average
Sunday sales currently represent less than half of a normal business day and do not have a major impact on total
sales.
Enforcement
The production, distribution, use or sale of liquor contrary to State law is a crime. The drinking age for
liquor in the State is 21 years. An individual may import into the State no more than one liter of liquor in a 30-day
period. Enforcement of state liquor control laws is provided by local police and by the Department of Public Safety
of the State. Notwithstanding the Transfer Agreement, the cost of Regulatory Functions ($9,857,485 in Fiscal Year
2012) will continue to be paid by the Division as a non-operating expense.
Gallonage Tax
Ohio law requires to be paid into the State Treasury to the credit of the general revenue fund a gallonage
tax of $3.38 for each gallon of spirituous liquor sold by the Division, the Issuer, or a designee of the Issuer. The
Gallonage Tax is required to be deposited into the Tax Fund and to at all times be the property of the State and shall
not be considered part of Liquor Enterprise Profits.
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Adjusted Pledged Liquor Profits (Unaudited)
The charts below show historical pledged liquor profits adjusted to be consistent with Liquor Enterprise Profits after the transfer to the Issuer,
including adjustments for Licensing Section expenses and Beer and Wine Section Expenses that will not be paid by the Issuer after the transfer of the
Liquor Enterprise.
HISTORICAL LIQUOR ENTERPRISE PERFORMANCE
(IN THOUSANDS) (UNAUDITED)
2003 2004 2005 2006 2007 2008 2009 2010 2011 2012
Gallons Sold 8,852 9,191 9,559 9,922 10,168 10,312 10,621 10,832 11,180 11,717
Liquor Sales
Gross Sales $545,443 $581,412 $617,668 $653,823 $687,997 $712,796 $744,901 $757,432 $785,966 $840,596
Wholesale Discount* 26,923 28,578 30,126 15,019 15,259 15,064 15,015 14,773 15,222 16,076
Net Sales $518,520 $552,834 $587,542 $638,804 $672,738 $697,732 $729,886 $742,659 $770,745 824,520
Cost of Goods Sold 301,850 321,739 344,609 364,399 385,269 399,190 417,819 425,989 442,086 475,796
State Gallonage taxes 29,829 31,065 32,310 33,535 34,369 34,853 35,898 36,632 37,788 39,604
Total Gross Profit $186,841 $200,030 $210,623 $240,870 $253,100 $263,688 $276,169 $280,038 $290,871 309,120
Gross Margin 34.25% 34.40% 34.10% 36.84% 36.79% 36.99% 37.07% 36.97% 37.01% 36.77%
Operating Expenses 28,116 29,920 31,827 34,401 36,297 38,238 40,095 40,591 42,095 45,090
Central Office Expenses 13,370 13,443 14,022 14,880 13,571 12,437 11,846 10,651 11,601 12,614
Total Expenses $41,486 $43,363 $45,848 $49,281 $49,869 $50,675 $51,941 $51,242 $53,695 57,703
Historical Pledged Liquor Profits $145,355 $156,667 $164,774 $191,590 $203,231 $213,013 $224,228 $228,796 $237,176 251,416
Net Margin 26.65% 26.95% 26.68% 29.30% 29.54% 29.88% 30.10% 30.21% 30.18% 29.91%
Adjusted Profits
Adjustments** 5,886 6,317 6,237 6,375 6,485 6,509 6,330 6,022 6,430 6,442
Adjusted Pledged Liquor Profits** $151,241 $162,983 $171,011 $197,965 $209,717 $219,521 $230,557 $234,818 $243,607 $257,858
* Equal to 12.5% of the retail selling price for sales made to permit holders; reduced to 6% beginning in Fiscal Year 2006.
** Adjustments include Licensing Section expenses and Beer and Wine Section expenses that will not be assumed by the Issuer after the transfer of the Liquor Enterprise. See Statutory Merchandising
Functions.
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RECENT LIQUOR ENTERPRISE PERFORMANCE
(IN THOUSANDS) (UNAUDITED)
Three
Months
Through
9/30/2011
Three
Months
Through
9/30/2012
%
Change
Twelve
Months
Through
9/30/2011
Twelve
Months
Through
9/30/2012
%
Change
Liquor Sales
Gross Sales $204,843 $214,020 4.48% $798,451 $849,773 6.43%
Wholesale Discount 3,987 4,122 3.39% 15,436 16,211 5.02%
Net Sales 200,856 $209,898 4.50% $783,015 $833,562 6.46%
Cost of Goods Sold 114,733 120,273 4.83% 448,739 481,336 7.26%
State Gallonage taxes 9,877 10,043 1.68% 38,281 39,771 3.89%
Total Gross Profit $76,246 $79,581 4.37% $295,995 $312,455 5.56%
Gross Margin 37.22% 37.18% 37.07% 36.77%
Total Operating Expenses 14,608 14,353 (1.74)% 55,592 57,449 3.34%
Historical Pledged Liquor Profits $61,639 $65,228 5.82% $240,403 $255,006
6.07%
Net Margin 30.09% 30.48% 30.11% 30.01%
Adjusted Profits
Adjustments
1,933 1,754 (9.25)% 7,004 6,263 (10.58)%

Adjusted Pledged Liquor Profits
$63,572 $66,982 5.37% $247,407 $261,269 5.60%

Adjustments include Licensing Section expenses and Beer and Wine Section expenses that will not be assumed by JOBS after the transfer of the
Liquor Enterprise. See Statutory Merchandising Functions.
SUMMARY OF THE TRANSFER AGREEMENT
The Issuer and JobsOhio entered into the Transfer Agreement with the State on January 4, 2013. Upon the
successful closing of the transactions contemplated in the Transfer Agreement, the State will grant an exclusive
franchise to the Issuer for a period of twenty-five years to distribute, merchandise, and sell spirituous liquor in the
State and receive all revenues and related receipts and accounts receivable related to the Liquor Enterprise (see Ohio
Revised Code 4313.01(C)), subject to earlier termination or certain other remedies described below. The State
will also transfer to the Issuer certain assets to be used in connection with the franchise, including, among other
assets, the States spirituous liquor inventory, leases for warehouse space and certain vendor contracts necessary for
the operation of the Liquor Enterprise (the Transferred Assets).
Consideration
In connection with the States grant of an exclusive franchise in the Liquor Enterprise to the Issuer and the
States transfer of certain assets to the Issuer, the Issuer will pay aggregate consideration to the State in the amount
of $1,429,946,711
. As additional consideration, the Issuer will reimburse the State for its costs incurred in
connection with the transactions, will assume certain ordinary course liabilities and payables of the State related to
the ongoing operation of the Liquor Enterprise, and will make certain deferred payments to the State as described
below.

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Deferred Payments to the State
Beginning with the Fiscal Year ending June 30, 2014, if Liquor Enterprise Profits in any Fiscal Year
exceed a threshold amount of Liquor Enterprise Profits set for that Fiscal Year (the threshold for any given Fiscal
Year, Base Franchise Profits), then the Issuer is required to make a cash payment to the State equal to 75% of the
amount by which Liquor Enterprise Profits exceeded Base Franchise Profits (the Deferred Payment). The Transfer
Agreement establishes a Base Franchise Profits baseline for the Fiscal Year ending June 30, 2013 (for which no
Deferred Payment will be made) at $257,500,000. Base Franchise Profits for each Fiscal Year ending after July 1,
2013 are 103% of the Base Franchise Profits for the immediately preceding Fiscal Year.
Base Franchise Profits
Fiscal Year
Ended June 30
Base Franchise
Profit Amount
Fiscal Year
Ended June 30
Base Franchise
Profit Amount
2013 $257,500,000 2026 $378,147,431
2014 265,225,000 2027 389,491,854
2015 273,181,750 2028 401,176,610
2016 281,377,203 2029 413,211,908
2017 289,818,519 2030 425,608,265
2018 298,513,074 2031 438,376,513
2019 307,468,466 2032 451,527,809
2020 316,692,520 2033 465,073,643
2021 326,193,296 2034 479,025,852
2022 335,979,095 2035 493,396,628
2023 346,058,468 2036 508,198,527
2024 356,440,222 2037 523,444,482
2025 367,133,428 2038 539,147,816
In all instances, Deferred Payments are subordinated to the Issuers Required Payments on its Obligations,
including without limitation Required Payments on the Bonds.
Within 30 days after the Issuer receives its unaudited financial statements and in any event within 120 days
following the close of each Fiscal Year, the Issuer must deliver to the State its calculation, in reasonable detail, of
the Deferred Payments due to the State, if any, and pay the Deferred Payment to the State. Thereafter, the State may
agree with the Issuers calculation, or within 30 days of receiving the Deferred Payment and the related calculation,
provide notice to the Issuer disputing Issuers calculation of the Deferred Payment for the Fiscal Year. If, after 30
days of good faith negotiation, the State and the Issuer are unable to agree upon a final Deferred Payment amount,
the State or the Issuer may elect to refer the matter to resolution by an independent, nationally recognized,
accounting firm approved by the Ohio Auditor of State. Within 10 days of the final determination of the amount of
the Deferred Payment by the independent accounting firm, the Issuer will pay any additional, unpaid amount of the
Deferred Payment to the State or, if the Issuer made an overpayment of the Deferred Payment to the State, the Issuer
will receive a credit against amounts owed to the State under the Transfer Agreement.
Interim Arrangements
The Division will retain and operate assets of the Liquor Enterprise owned or used solely in connection
with any Agency located in a county where a county tax authorized by Ohio law has been levied on spirituous liquor
sales (such assets, the Interim Assets). The Division will retain and operate such assets through and including the
expiration date of any such tax that was in existence on the date of the commencement of the transactions
contemplated by the Transfer Agreement (the date such tax expires, a Tax Expiration Date). The Division will,
without cost to the Issuer, cause the delivery of all of the gross revenue and applicable tax receipts representing the
sale of such spirituous liquor inventory at such Agencies. Such receipts shall become the property of the Issuer
immediately upon receipt. On the first day immediately following the Tax Expiration Date, the Division will
convey all of the Interim Assets to the Issuer without additional consideration. To the knowledge of the Issuer, the
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interim arrangements described in this section apply to one county of the State and the Tax Expiration Date for that
county is in 2015.
Covenants of the Parties
Ongoing Obligations of the State Parties
The Transfer Agreement includes affirmative covenants of the State Parties to:
(a) act at all times in compliance with law, the Transfer Agreement and the Services Agreement,
including Section 28 of Article II of the Ohio Constitution (which provides that the General
Assembly of the State may not pass retroactive laws or laws impairing the States obligations
under its contracts);
(b) promptly pay over to the Trustee any Liquor Enterprise Profits received by the State in error; and
(c) acknowledge that the Issuer may issue Additional Obligations.
The Transfer Agreement includes negative covenant of the State Parties that they will not:
(a) materially impair any Obligations;
(b) create any Encumbrance on the franchise of the Liquor Enterprise, the Transferred Assets, or any
rights or assets acquired by JobsOhio during the Term of the Agreement used solely or primarily
in connection with the operation of the Liquor Enterprise (the After-Acquired Assets), except
for the State Parties right of reversion (as described below under the heading Reversion); or
(c) adversely affect the tax exempt status of interest on any Obligations that are issued as debt, the
interest on which is exempt from federal income taxation.
Ongoing Obligations of the Issuer
The Transfer Agreement includes affirmative covenants of the Issuer to:
(a) act in compliance with the terms and provisions of the Issuers governance documents;
(b) operate exclusively as an organization described in Section 501(c)(3) of the Code;
(c) use best efforts to establish exempt status from federal income taxation with respect to Liquor
Enterprise Revenues or moneys derived from the Liquor Enterprise Revenues if a change in the
Code or other applicable legal requirement, or the business or activities of the Issuer, causes the
Liquor Enterprise Revenues and the moneys derived from the Liquor Enterprise Revenues to
become subject to federal income taxation;
(d) act, and cause its officers to act, in compliance with its conflict of interest policy, and all other
fiduciary and ethical rules and regulations imposed on it;
(e) maintain the franchise of the Liquor Enterprise, the Transferred Assets and the After-Acquired
Assets and to operate the Liquor Enterprise in the Ordinary Course of Business;
(f) provide the State Parties with written notice of the addition of a new obligated party under the
Indenture or the removal of an existing obligated party under the Indenture; and
(g) take all reasonable steps necessary to complete or wind up any of the Issuers non-Liquor
Enterprise business, activities or operations as soon as reasonably practicable after the closing of
the transactions contemplated in the Transfer Agreement.
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The Transfer Agreement includes negative covenant of the Issuer that it will not:
(a) without the consent of the Director of OBM, encumber the franchise of the Liquor Enterprise, the
Transferred Assets or the After-Acquired Assets, or permit them to be encumbered, other than
Obligations, any Permitted Franchisee Encumbrances, and the State Parties rights of reversion;
(b) in any material way violate, default under or fail to perform its obligations under any applicable
legal requirements, the Indenture or agreements, instruments, documents and to be executed and
delivered in connection with the consummation of the transactions contemplated by the Transfer
Agreement;
(c) without the consent of the Director of OBM, transfer, assign, sublicense or convey, or permit the
transfer, assignment or conveyance of the franchise of the Liquor Enterprise, the Transferred
Assets or the After-Acquired Assets to any person or entity other than the State or a receiver
appointed by the State Parties (by operation of law or otherwise), other than sales of inventory in
the Ordinary Course of Business;
(d) except as may otherwise be the result of a change in the Code or applicable legal requirements,
cause, or operate its business or activities in a manner that causes, or permit the Liquor Enterprise
Revenues or any moneys derived from the Liquor Enterprise Revenues to be subject to federal
income taxation;
(e) without the consent of the Director of OBM, commence, or permit to be maintained, any
bankruptcy, receivership or similar proceeding, or initiate proceedings to wind-up, dissolve, or
otherwise terminate its business;
(f) without the consent of the Director of OBM, create or own a beneficial interest in any other entity
or subsidiary; or
(g) without the consent of the Director of Budget and Management, issue any Additional Obligations
unless the Issuer has provided to the Director, at least 30 days prior to the date of issuance,
written notice of its planned issuance (including a copy of the calculation of the projected ratio of
projected Liquor Enterprise Profits to debt service), and such Additional Obligations satisfy the
parameters for Additional Obligations described above under SECURITY AND SOURCES OF
PAYMENT FOR THE BONDS Additional Obligations.
Ongoing Obligations of JobsOhio
The Transfer Agreement includes affirmative covenants of JobsOhio to:
(a) act in compliance with the terms and provisions of the Issuers governance documents;
(b) remain the sole member of the Issuer at all times, and not enter into any agreement or
arrangement with any person or entity that would or could result in any person or entity other than
JobsOhio becoming a member of the Issuer or otherwise having the right to control the actions of
the Issuer or to appoint directors to the Issuers board of directors;
(c) operate exclusively as an organization described in Section 501(c)(4) of the Code, as amended;
(d) use best efforts to establish exempt status from federal income taxation with respect to Liquor
Enterprise Revenues or moneys derived from the Liquor Enterprise Revenues if a change in the
Code or other applicable legal requirement, or the business or activities of the Issuer, causes the
Liquor Enterprise Revenues and the moneys derived from the Liquor Enterprise Revenues to
become subject to federal income taxation;
(e) act, and cause its officers and directors to act, in compliance with the terms of the JobsOhio
conflicts of interest policy and all other fiduciary and ethical rules and regulations imposed by all
applicable legal requirements; and
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(f) take all reasonable steps necessary to cause the Issuer to complete or wind up any of the Issuers
non-Liquor Enterprise business, activities or operations as soon as reasonably practicable after the
closing of the transactions contemplated in the Transfer Agreement.
The Transfer Agreement includes negative covenant of JobsOhio that it will not:
(a) without the consent of the Director of OBM, encumber the franchise of the Liquor Enterprise, the
Transferred Assets or the After-Acquired Assets, or permit them to be encumbered, other than
Obligations, any Permitted Franchisee Encumbrances, and the State Parties rights of reversion;
(b) in any material way violate, default under or fail to perform its obligations under any applicable
legal requirements, the Indenture or agreements, instruments, documents and to be executed and
delivered in connection with the consummation of the transactions contemplated by the Transfer
Agreement;
(c) without the consent of the Director of OBM, transfer, assign, sublicense or convey, or permit the
transfer, assignment or conveyance of the franchise of the Liquor Enterprise, the Transferred
Assets or the After-Acquired Assets to any person or entity other than the State or a receiver
appointed by the State Parties (by operation of law or otherwise), other than sales of inventory in
the Ordinary Course of Business;
(d) except as may otherwise be the result of a change in the Code or applicable legal requirements,
cause, or operate its business or activities in a manner that causes, or permit the Liquor Enterprise
Revenues or any moneys derived from the Liquor Enterprise Revenues to be subject to federal
income taxation;
(e) without the consent of the Director of OBM, (i) commence, or permit to be maintained, any
bankruptcy, receivership, assignment for the benefit of creditors, merger, consolidation,
restructuring, reorganization, sale of substantially all of its assets or similar proceeding or (ii)
initiate proceedings to wind-up, dissolve, or otherwise terminate its business and operations;
(f) without the consent of the Director of OBM, amend any of its organizational documents, ethical
codes or policies, or conflicts of interest policies, except for any change that is: (i) clerical or
inconsequential and does not adversely affect the rights of State Parties under the Transfer
Agreement, (ii) necessary to maintain compliance with legal requirements, (iii) necessary or
desirable to cure any ambiguity or supplement any provision of such documents that would be
inconsistent with law or a provision of the Transfer Agreement, or (iv) necessary or advisable to
ensure that it will not be treated as a taxable corporation for federal income tax purposes,
provided, that any such change does not adversely affect the rights of the State Parties under the
Transfer Agreement; or
(g) permit the Issuer to violate any of its covenants.
Liquor Revenue Covenants
In addition to the affirmative and negative covenants provided above, the State is also required to maintain
statutory authority for and cause to be charged and collected wholesale and retail prices for spirituous liquor sold by
the Liquor Enterprise so that the Minimum Debt Service Coverage Ratio is achieved in each Fiscal Year. No later
than 30 days after the end of each Fiscal Year, the Issuer must provide the State Parties with a written statement
setting forth its calculation of the Debt Service Coverage Ratio for that Fiscal Year.
If the Debt Service Coverage Ratio calculated by the Issuer is less than the Minimum Debt Service
Coverage Ratio, then no later than 60 days after the date the Issuer delivered its calculation of the Debt Service
Coverage Ratio, the Issuer must engage an independent outside consultant with nationally recognized expertise in
liquor sales and operations which is satisfactory to the Division (the Consultant), at the Issuers cost and expense.
The consultant will be required to review and analyze the revenues, expenses and operations of the Liquor
Enterprise and to submit to each of the Issuer, the Division, OBM and the Trustee its recommended actions that may
be taken by the Issuer and the State Parties with respect to prices charged and costs incurred by the Liquor
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Enterprise that would result in an amount of Liquor Enterprise Profits for the then-current Fiscal Year sufficient to
attain the Minimum Debt Service Coverage Ratio for such Fiscal Year (the Liquor Enterprise Recommendations).
The Consultant must deliver the Liquor Enterprise Recommendations within 60 days after such Consultants
engagement.
Alternatively, the Issuer and the Division may, in their discretion, within 60 days after the end of a Fiscal
Year in which the Minimum Debt Service Coverage Ratio has not been achieved, create a plan to take such other
actions as the Issuer and the Division agree upon to increase the Debt Service Coverage Ratio for the then-current
Fiscal Year, and have the Consultant certify in writing that the alternative plan is, in its opinion, likely to result in
the achievement of the Minimum Debt Service Coverage Ratio for the then-current Fiscal Year (the approved plan,
a Work Plan).
Debt Service Coverage Ratio means the amount of Liquor Enterprise Profits in any Fiscal Year, divided
by the Required Payments for that Fiscal Year.
Pre-Termination Arrangements
The following must occur before the State Parties are permitted to exercise the State Termination Remedy
(as defined below under Events of Default under the Transfer Agreement Defaults by the Issuer and
JobsOhio), or before the Issuer is permitted to exercise the Issuer Termination Remedy (as defined below under
Events of Default under the Transfer Agreement Defaults by the State):
x If the State Parties intend to exercise the State Termination Remedy or the Issuer intends to
exercise the Issuer Termination Remedy, the State Parties must arrange for the satisfaction and
discharge of all outstanding principal, interest, or any premium on the Obligations issued in
accordance with the terms of the Transfer Agreement.
x The State Parties must arrange for the discharge and payment of any outstanding Ordinary Course
Costs and Expenses.
Upon receipt of notice from the State Parties that the State Termination Remedy has been exercised, or
upon delivery of notice to the State Parties that the Issuer has exercised the Issuer Termination Remedy, the Issuer
and JobsOhio must deliver to the State Parties, or, if applicable, the receiver or trustee, copies of all records,
information and other documents or instruments related to the Liquor Enterprise, the Liquor Enterprise Revenues,
the Transferred Assets and the After-Acquired Assets that are in possession of the Issuer and JobsOhio or their
agents and representatives. Additionally, the Issuer and JobsOhio are required to cooperate fully with the State
Parties, or, if applicable, the receiver or trustee, to ensure the orderly transition of control, custody, operation and
management of the Liquor Enterprise, all related activities and functions, the franchise of the Liquor Enterprise, the
Transferred Assets, the After-Acquired Assets and the Liquor Enterprise Profits, as applicable.
Pre-Remedy Arrangements
The following must occur before the State Parties are permitted to exercise the State Receiver Remedy
and/or the State Profits Remedy (each as defined below under Events of Default under the Transfer Agreement
Defaults by the Issuer and JobsOhio):
x If the State Parties intend to exercise the State Receiver Remedy and/or the State Profits Remedy,
the State Parties must arrange for the ongoing payment, when due, of such Obligations, in all cases
in accordance with the Master Trust Indenture.
x The State Parties must arrange for the discharge and payment of any outstanding Ordinary Course
Costs and Expenses.
Upon receipt of notice from the State Parties that the State Receiver Remedy and/or the State Profits
Remedy have been exercised, the Issuer and JobsOhio must deliver to the State Parties, or, if applicable, the receiver
or trustee, copies of all records, information and other documents or instruments related to the Liquor Enterprise, the
Liquor Enterprise Revenues, the Transferred Assets and the After-Acquired Assets that are in possession of the
Issuer and JobsOhio or their agents and representatives. Additionally, the Issuer and JobsOhio are required to
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cooperate fully with the State Parties, or, if applicable, the receiver or trustee, to ensure the orderly transition of
control, custody, operation and management of the Liquor Enterprise, all related activities and functions, the
franchise of the Liquor Enterprise, the Transferred Assets, the After-Acquired Assets and the Liquor Enterprise
Profits, as applicable.
Events of Default under the Transfer Agreement
Defaults by the Issuer and JobsOhio
Any of the following acts or omissions would constitute a default under the Transfer Agreement by the
Issuer:
x if either of the Issuer or JobsOhio breaches any of its covenants under the Transfer Agreement and
does not remedy the breach within 90 days of notice of the breach from the State Parties; provided,
however if the breach is of nature that it cannot be cured within 90 days, the breach will not
constitute a default if the Issuer pursues a remedy with due diligence to conclusion within 180
days thereafter provided, in the latter case, that the party in default is proceeding with all diligence
to cure the default and the actions of that party can be reasonably expected to cure or cause to be
cured such failure within a reasonable period of time acceptable to the State Parties and the failure
is in fact cured within that period of time; or
x if either of the Issuer or JobsOhio (1) admits, in writing, that it is unable to pay its debts as they
become due, (2) makes an assignment for the benefit of creditors, (3) contrary to the covenant not
to do so, the Issuer or JobsOhio files a voluntary petition under Title 11 of the U.S. Code, or if
such petition is filed against it and an order for relief is entered, or if the Issuer files any petition or
answer seeking, consent to or acquiescing in any reorganization, arrangement, composition,
readjustment, liquidation, dissolution or similar relief under the present or any future U.S.
bankruptcy code or any other present or future applicable legal requirement, or shall seek or
consent to or acquiesce in or suffer the appointment of any trustee, receiver, custodian, assignee,
sequestrator, liquidator or other similar official of the Transferee, or of all or any substantial part
of its properties or the Franchise, the Transferred Assets or any interest therein, or (4) takes any
corporate action in furtherance of any action described in this paragraph;
For any Issuer or JobsOhio default described above, the State Parties may:
x subject to the arrangements described in Pre-Termination Arrangements above, terminate the
Transfer Agreement upon written notice to the Issuer and JobsOhio (the State Termination
Remedy);
x in their discretion, cure the default (without obligation to do so), any amount paid by the State
Parties, or any costs and expenses reasonably incurred by the State Parties in curing or attempting
to cure the default, will be payable by the Issuer and JobsOhio to the State Parties within seven
business days after written demand for payment, provided, however, that the State Parties cure of
any the default will not prevent the State Parties from exercising any other rights or remedies
available for such default;
x subject to the arrangements described in Pre-Remedy Arrangements above, appoint a
receiver or trustee, which the State Parties may designate as a successor or assign of the Issuer, to
supervise, operate, hold and/or use the franchise of the Liquor Enterprise, the Liquor Enterprise
Profits, the Transferred Assets and the After-Acquired Assets in compliance with the terms of the
Transfer Agreement (the State Receiver Remedy);
x subject to the arrangements described in Pre-Remedy Arrangements above, elect to receive
any Liquor Enterprise Profits remaining after all Ordinary Course Costs and Expenses in that
Fiscal Year, Required Payments in that Fiscal Year and related payments necessary to replenish
reserve funds, if any, in that Fiscal Year have been paid from the Liquor Enterprise Profits (the
State Profits Remedy);
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x seek specific performance, injunction or other equitable remedies without the need to post bond;
and/or
x exercise any other rights and remedies provided for in law or equity.
Default by the State under the Transfer Agreement
Any of the following acts or omissions would constitute a default under the Transfer Agreement by the
State:
x if in any Fiscal Year, (i) the State Parties do not maintain statutory authority for and cause to be
charged and collected wholesale and retail prices for spirituous liquor sold by the Liquor
Enterprise so that the Minimum Debt Service Coverage Ratio is achieved in that Fiscal Year, (ii)
the Minimum Debt Service Coverage Ratio is not achieved and (iii) the State fails to follow the
Liquor Enterprise Recommendations or the Work Plan;
x if in any Fiscal Year, (i) the State Parties do not maintain statutory authority for and cause to be
charged and collected wholesale and retail prices for spirituous liquor sold by the Liquor
Enterprise so that the Minimum Debt Service Coverage Ratio is achieved in that Fiscal Year and
(ii) the Debt Service Coverage Ratio is less than 1.10x; or
x the State Parties failure to comply with or observe, in all material respects, any obligation,
covenant, agreement, term or condition in the Transfer Agreement (except for the covenant to
maintain statutory authority regarding spirituous liquor pricing, which only becomes an event of
default as described above), and such failure is unremedied for a period of 90 days after the
Issuers delivery of reasonably detailed notice to the State Parties (or for such longer period as
may be reasonably necessary to cure such failure provided the State Parties have demonstrated to
the Issuers and JobsOhios reasonable satisfaction that (i) the State Parties are proceeding with all
diligence to cure the failure, and (ii) their actions can be reasonably expected to cure the failure
within a reasonable period of time that is acceptable to the Issuer and JobsOhio and (iii) the failure
is in fact cured within that period of time.
For any State default described above, the Issuer and JobsOhio may:
x subject to the arrangements described in Pre-Termination Arrangements above, terminate the
Transfer Agreement by giving 60 days prior written notice to the State (the Issuer Termination
Remedy);
x seek enforcement by writ of mandamus, except that the Issuer may not seek enforcement by writ
of mandamus if the State Parties have failed to implement the Liquor Enterprise
Recommendations presented by a Consultant and the Debt Service Coverage Ratio does not fall
below 1.10x;
x seek to recover its damages and costs and any amounts due and payable under the Transfer
Agreement and exercise any recourse available to any person who is owed damages or a debt;
x in the case of a default involving the State Parties failure to maintain statutory authority sufficient
to achieve the Minimum Debt Service Coverage Ratio, reduce or defer all or a portion of any
payments owed to the State Parties, other than amounts due pursuant to the Services Agreement
and amounts collected or due for taxes, to the extent the Issuer and JobsOhio deem necessary to
meet the Minimum Debt Service Coverage Ratio for the then-current Fiscal Year; and/or
x exercise any of their other rights and remedies provided under the Transfer Agreement.
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Termination or other State Party Rights Prior to an Event of Default or the Expiration of the Transfer
Agreement
In addition to rights and remedies available to the State Parties for an Event of Default, the State Parties
shall have certain rights and remedies (further described below) at any time prior to the expiration of the Transfer
Agreement, if the following triggering events occur:
x if a law is enacted and takes effect that directs the State Parties to terminate the Transfer
Agreement in accordance with the Transfer Agreements terms and provisions; or
x if a state or federal law enforcement officer, agency or other investigative authority, or a state or
federal court, provides the Governor of the State with an investigative report produced by such
officer, agency or authority, or a court ruling, that the Governor reasonably deems reliable and
provides clear and convincing evidence of an act or omission by a director or officer of the Issuer
or JobsOhio, in the course and scope of his or her duties and responsibilities at the Issuer or
JobsOhio, constituting either a crime punishable as a felony or a material violation of applicable
law (such a crime or violation, a Violation) and after reviewing the report or ruling the
Governor, in his reasonable judgment after consultation with legal counsel, determines that
Violation:
o has resulted or is likely to result in a material financial loss to the Liquor Enterprise,
JobsOhio or the Issuer; or
o (i) has involved a material violation of (A) the conflict of interest policy of JobsOhio or
the Issuer, as applicable, as that policy be amended from time to time, (B) any other
applicable corporate governance or ethics policy enacted by JobsOhio or the Issuer, as
applicable, (C) state or federal securities laws, or (D) any other ethical, fiduciary or
corporate governance standards, rules or regulations applicable to the Issuer, JobsOhio or
the Liquor Enterprise under Ohio or federal law or rule; and (ii) has materially adversely
affected the ability of the Issuer or JobsOhio to act in a manner consistent with its stated
purpose set forth in its respective organizational documents.
If any of the triggering events described above occurs, the State Parties may exercise the State Termination
Remedy, the State Receiver Remedy, and/or the State Profits Remedy. The availability of remedies for the above
triggering events does not in any way limit any other remedies or rights that the State Parties may have in
connection with such triggering events.
Consequences of Termination and Reversion
Upon the termination or expiration of the Transfer Agreement, and one day after the satisfaction and
performance of the pre-remedy arrangements described above (the Reversion Date), the Issuers franchise in the
Liquor Enterprise will terminate and the Issuer will surrender and transfer to the State Parties the Transferred Assets
and the After-Acquired Assets, free and clear of any Encumbrances, for $1.00 (if the Transfer Agreement is
terminated) or without payment of any consideration (upon expiration of the Transfer Agreement). The State Parties
will assume and be liable for the operation of the Liquor Enterprise, the liabilities of the Liquor Enterprise arising
after the Reversion Date, all recurring and long-term ordinary course liabilities, all Ordinary Course Costs and
Expenses arising after the Reversion Date, and all contracts (regardless of when arising or entered into) related to the
Liquor Enterprise, the franchise of the Liquor Enterprise, the Transferred Assets and the After-Acquired Assets. The
Issuer and JobsOhio will remain responsible for all liabilities related to the operation of the Liquor Enterprise and
the use of the Transferred Assets and After-Acquired Assets prior to the Reversion Date (regardless of whether such
liabilities are not paid prior to the Reversion Date).
SUMMARY OF THE SERVICES AGREEMENT
Pursuant to the Transfer Agreement, the Issuer, JobsOhio and the State Parties have entered into the
Services Agreement pursuant to which the Division will provide ongoing operations, management and
administrative services related to the Liquor Enterprise to the Issuer.
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Covered Services
The covered services include, among other services, provision and management of personnel for the
conduct of the services, administrative support, human resources and employee benefits, accounting and audit, cash
management, tax support and reporting, information technology, Agency operation and review, merchandising,
marketing and advertising, insurance and real property leasing and management. In addition, the Division will
provide the Statutory Merchandising Functions which are described above under the heading THE LIQUOR
ENTERPRISE The Role of the Issuer, the Division of Liquor Control and the Department of Commerce in the
Liquor Enterprise Statutory Merchandising Functions.
With respect to all covered services other than the Statutory Merchandising Functions, the Division will
render the services in a manner consistent with approved expense budgets and business plans and in compliance
with all applicable federal, state and local laws, rules and regulations. With respect to the Statutory Merchandising
Functions, the Issuer will have the right to consult with and make recommendations to the Division as part of the
review of expense budgets and the business plan processes, but the Statutory Merchandising Functions nonetheless
remain under the ultimate control, management and supervision of the Division in its sole discretion.
The covered services do not include the Regulatory Functions described in THE LIQUOR ENTERPRISE
The Role of the Issuer, the Division of Liquor Control and the Department of Commerce in the Liquor Enterprise
Regulatory Functions, which functions the State Parties and the State will retain and continue to perform in their
sole discretion without consultation or recommendation from the Issuer and at the sole cost and expense of the State.
Services Fees
The Issuer will pay Service Fees quarterly based upon the then-current estimated Service Fee budget
established by the Division and the Issuer, and subject to true-up at the end of each State Fiscal Year to match actual
reasonable expenses incurred by the Division in rendering the Services. All Service Fee budgets can be adjusted and
updated from time to time as provided in the Services Agreement.
Service Fees are paid out of Liquor Enterprise Revenues as part of the Issuers Ordinary Course Costs and
Expenses. Accordingly, Service Fees will be paid before any payments of interest or principal on the Bonds.
Service Fees means (a) all ordinary and recurring costs and expenses of the Division in providing the
covered services (as such costs and expenses will be reported to the Issuer by the Division and, including, but not
limited to, allocations of overhead, time, and other expenses for the Liquor Enterprise from the Division), (b) all
extraordinary, non-recurring costs and expenses of the Liquor Enterprise (each extraordinary expense not to exceed
2% the Fiscal Years estimated expenses and all extraordinary expenses in a Fiscal Year not to exceed 4% of that
Fiscal Years estimated expenses, unless otherwise consented to by the Issuer) and (c) all capital expenditures of the
Liquor Enterprise mutually agreed upon by the Division and the Issuer.
Business Plan
The executives of the Issuer and the Division will meet no less than quarterly to review the performance,
profitability and operating efficiency of the Liquor Enterprise. As soon as practicable following the closing of the
transactions under the Transfer Agreement, the Issuer and the Division will meet to develop an initial a business
plan for the continued growth and improvement of the Liquor Enterprise (the Business Plan). The original
Business Plan will be implemented after the date of issuance of the Bonds and will operate through June 30, 2013.
Each Business Plan after June 30, 2013 will cover no less than a three year period and will coincide with Divisions
Fiscal Years. During the Business Plan review process, the Issuer may make recommendations about the manner in
which the Division renders the services to be provided under the Services Agreement and the Divisions Statutory
Merchandising Functions (as described above). The Division has and will retain the sole and ultimate discretion and
authority for deciding whether and to what extent any of the Issuers recommendations in the Business Plan. The
Issuer and the Division will update and revise the Business Plan no less than annually.
Term and Termination
The Services Agreement will become effective on the day that the transactions contemplated by the
Transfer Agreement have closed, and will continue in full force and effect until the expiration or termination of the
Transfer Agreement. The Services Agreement will terminate immediately on the effective date of any termination
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of the Transfer Agreement, but otherwise neither the State Parties nor the Issuer or JobsOhio will have any right to
terminate the Services Agreement for any other reason, including as a result of a material breach. See SUMMARY
OF THE TRANSFER AGREEMENT Events of Default under the Transfer Agreement.
Upon termination, the Issuer will pay to the Division any unpaid Services Fees incurred prior to the
effective date of termination, and provide for the transition of all banking functions maintained by the Trustee and
the Issuer to an account designated by the Division, subject to the requirement to defease all outstanding
Obligations.
Remedies for Breach
If any party to the Services Agreement materially breaches an obligation thereunder and the breaching
party does not cure the breach to the satisfaction of the non-breaching Parties within 90 days of receiving notice of
the breach, then the non-breaching party or parties will be entitled to pursue all available remedies at law or in
equity (including, for the Issuer and JobsOhio, the right to seek mandamus to compel the performance of the State
Parties). If the breaching party has begun an adequate remedy within the 90 day period after receiving notice of the
breach and is diligently pursuing the remedy to the satisfaction of the non-breaching party, then the non-breaching
party will not be able to seek its remedies at law or in equity until 180 days after its receipt of notice of the breach.
THE ISSUER AND JOBSOHIO
JobsOhio is a private, nonprofit corporation that will lead Ohios job creation efforts by singularly focusing
on attracting and retaining jobs, with an emphasis on strategic industry sectors in areas of statewide and regional
strength. Using a private sector approach, JobsOhio will work quickly, enabling Ohio to be more nimble and flexible
and thus more competitive in economic development efforts.
The Issuer, whose sole member is JobsOhio, will own and operate the Liquor Enterprise. Funds generated
from excess Liquor Enterprise Profits (after the transfer of Liquor Enterprise Profits into all senior funds and
accounts in accordance with the flow of funds set forth under the heading SECURITY AND SOURCES OF
PAYMENT FOR THE BONDS Flow of Funds) which are transferred into the General Purpose Fund may be
provided to JobsOhio by grant to fund JobsOhios business development functions.
Background
To promote the long-standing public purpose of economic development, job creation, job retention, job
training and the recruitment of business to the State, the 129th Ohio General Assembly enacted Amended Substitute
House Bill No. 1 (House Bill 1), as amended by Amended Substitute House Bill No. 153 (House Bill 153, and
together with House Bill 1, the JobsOhio Act). On February 18, 2011, Ohio Governor John Kasich (the
Governor) signed House Bill 1 into law, and on June 30, 2011, the Governor signed House Bill 153 into law. The
JobsOhio Act required, among other things, that the Governor form JobsOhio as an Ohio nonprofit corporation and
required the Director of the Ohio Department of Development to execute a contract, on specified terms, with
JobsOhio pursuant to which JobsOhio will assist the Director and the Department of Development with the
provision of services or the carrying out the functions and duties of the Department of Development.
To support the business development purposes of JobsOhio, the JobsOhio Act also provided that the State
was entitled to transfer to JobsOhio, or a subsidiary of JobsOhio, the Liquor Enterprise pursuant to terms that are
consistent with the terms set forth in the Transfer Agreement. JobsOhio has elected for the State Parties to transfer
the Liquor Enterprise to the Issuer, of which JobsOhio is the sole member.
Non-Governmental Status
Neither JobsOhio nor the Issuer is a state or public department, agency, office, body, institution, or
instrumentality for the purposes of certain laws that otherwise govern state agencies and other entities performing
governmental functions. Accordingly, most laws generally governing the affairs of state agencies and other
governmental entities, and their governing boards or employees, do not apply to JobsOhio, the Issuer or their
respective Boards of Directors or employees.
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Entity Structure
JobsOhio is formed and is structured as a private, nonprofit corporation under Ohio law and it qualifies as a
tax-exempt organization under Section 501(c)(4) of the Code. JobsOhio is organized pursuant to Articles of
Incorporation, as amended, and a Code of Regulations, as amended, and is governed by a board of directors
comprised of nine members.
The Issuer is also formed and structured as a private, nonprofit under Ohio law and it qualifies as a tax-
exempt organization under Section 501(c)(3) of the Code. The Issuer is organized pursuant to Articles of
Incorporation, as amended, and a Code of Regulations, as amended, and is governed by a board of directors
comprised of five members.
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Governance
Board of Directors of JobsOhio
JobsOhio is governed by a Board of Directors, which is comprised of nine members. All directors are
appointed by and serve at the pleasure of the Governor. The current members of the Board of Directors are:
Name Principal Occupation Term Expires
James C. Boland
Chairman
Retired Vice Chairman
Ernst & Young
and
Former President, CEO & Vice Chairman
Cavaliers Operating Company
July 5, 2015
Steven A. Davis Chairman of the Board & CEO
Bob Evans Farms Inc.
July 5, 2015
E. Gordon Gee President
The Ohio State University
July 5, 2016
C. Martin Harris, M.D. Chief Information Officer
Cleveland Clinic
July 5, 2015
Gary R. Heminger President & CEO
Marathon Petroleum Corporation
July 5, 2015
Lawrence J. Kidd Principal & CEO
Reliable Staffing Services and RSS Professional
July 5, 2015
Brad Lindner Chief Executive Officer
United Dairy Farmers
July 5, 2016
John F. Minor, Jr. President and Chief Investment Officer
JobsOhio
July 5, 2013
Pamela Springer President & CEO
Manta Media Inc.
July 5, 2013
After the expiration of the initial terms set forth above, all directors, once appointed, will serve four year
terms. Any vacancy must be filled immediately by the Governor for the remainder of the term of the vacant seat.
To qualify for appointment to the JobsOhio board of directors, an individual must satisfy all of the
following: (1) understand generally accepted accounting principles and financial statements, (2) possess the ability
to assess the general application of those principles in connection with the accounting for estimates, accruals, and
reserves, (3) have experience preparing, auditing, analyzing, or evaluating financial statements that present a breadth
and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues
that can reasonably be expected to be presented by JobsOhios financial statements, or experience actively
supervising one or more persons engaged in those activities, (4) understand internal controls and procedures for
financial reporting, and (5) understand audit committee functions.
Each individual appointed to the board of directors must be a United States citizen. At least six of the
individuals appointed to the board must be residents of or domiciled in Ohio. JobsOhio may indemnify, to the fullest
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extent permitted by law, the board, the directors, and officers and employees, from liability incurred in the
performance of the duties or functions of JobsOhio, and may procure civil liability insurance for this purpose.
Board of Directors of the Issuer
The Issuer is governed by a Board of Directors, which is comprised of five members, all of whom are
appointed by JobsOhio. The current members of the Board of Directors are:
Name Principal Occupation Term Expires
James C. Boland Retired Vice Chairman Ernst & Young
and
Former President, CEO & Vice Chairman
Cavaliers Operating Company
November 1, 2015
John F. Minor, Jr. President and Chief Investment Officer
JobsOhio
November 1, 2015
Kevin A. Giangola Chief Financial Officer
JobsOhio
November 1, 2015
Betty Montgomery Attorney at Law, Of Counsel
MacMurray, Petersen & Shuster LLP
and
President
Montgomery Consulting Group
December 28, 2015
David Wilhelm Founding Partner
New Harvest Ventures
December 28, 2015
Executive Officers of JobsOhio and the Issuer
John F. Minor, Jr., President and Chief Investment Officer. John Minor joined JobsOhio during its
creation in July 2011 as Managing Director of Financial Institutions. In November of 2012 he was named President
and Chief Investment Officer. John has more than 14 years of investment banking experience in the financial
services industry, advising companies on strategic and capital raising transactions.
John comes to JobsOhio from Evercore Partners, where he was a Managing Director in its Financial
Institutions Group; prior to Evercore, much of his career has been with Lehman Brothers and Barclays Capital. John
has executed numerous buy side and sell side M&A transactions with an aggregate deal value of over $65 billion,
and completed debt and equity capital offerings totaling over $14 billion raised. Prior to Lehman Brothers, John
worked at BB&T Capital Markets (Scott & Stringfellow), where he advised community banks, thrifts and mortgage
companies.
John holds an M.B.A. with high distinction from the University of Michigans Ross School of Business,
and a B.A. from the University of Virginia.
Mark Patton, Senior Managing Director. Mark Patton serves as Senior Managing Director for JobsOhio
focusing on the following key industries: Information Technology, Consumer Products and Headquarters, Logistics
and, on an interim basis, Bio-Health. Mark also manages the outbound sales organization for JobsOhio, for both
domestic and international sectors. Prior to joining JobsOhio, Patton held senior roles in both sales and marketing
organizations with top branded corporations including: Procter & Gamble, Apple Computer, and Eastman Kodak.
He has spent the last 15 years leading small start-up companies in Silicon Valley. A native of California, Mark is a
resident of Ohio and lives in Franklin County.
Kristi Tanner, Managing Director. Kristi Tanner serves as a Managing Director for the manufacturing
industry at JobsOhio. Previously Tanner served as Chief Operating Officer at the Ohio Department of Development
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where she was actively involved in building the framework for JobsOhio. Tanner is an experienced marketing and
economic development professional who has led economic development efforts at the local, regional, and state
levels. A graduate of Morehead State University in Kentucky, Tanner earned a degree in Communications and
Marketing and is certified as an Economic Development Finance Professional through the National Development
Council.
David Mustine, Managing Director. David Mustine serves as the JobsOhio Managing Director specializing
in energy, chemicals and polymers. Prior to joining JobsOhio, David was appointed by Governor Kasich as the
Director of Ohio Department of Natural Resources. David has spent most of his career in the energy industry,
including 16 years at American Electric Power and 10 years in the oil and gas industry. He has business experience
in over 25 countries. He now resides with his family in Franklin County.
Kevin Giangola, Chief Financial Officer. Kevin Giangola is the Chief Financial Officer for JobsOhio. Prior
to joining JobsOhio in November 2011, he was the Chief Financial Officer for the Ohio Department of
Development. Kevin also served in various senior management positions with the Ohio Department of Job and
Family Services. Those positions include Chief Procurement Officer and Deputy Director of the Departments
Audit, Quality Control, Research, Performance Management, and Labor Market Information Bureaus. Kevin has
significant experience with the administration of state and federal programs including finance, accounting, policy
development, program monitoring, grant management, and state and federal reporting. Kevin is a lifelong Ohioan.
He is a Kent State University graduate where he earned his Bachelor of Business Administration.
RISK FACTORS
Prospective investors should carefully consider, in addition to the other information contained in this
Offering Memorandum, the following factors when determining to invest in the Bonds. This discussion of risk
factors below is not, and is not intended to be, and cannot be, an exhaustive description of all of the risks associated
with an investment in the Bonds. Each prospective investor is urged to carefully and fully consider the risks and
speculative factors affecting the business and operations of the Issuer, and to consult with his, her or its own tax,
accounting, financial and legal advisors prior to investing in the Bonds.
Litigation
See LITIGATION for a description of allegations contained in pending litigation challenging the
formation and funding of JobsOhio and LEGAL OPINIONS for a description of certain legal opinions expected to
be delivered at closing. At this time, it is unclear what impact an adverse determination with respect to the
allegations described might have on the Bonds, payment of any interest on or principal of the Bonds, or the timing
or security for repayment of the Bonds.
Bondholders May Have Difficulty Selling the Bonds In Any Secondary Market.
There currently is no secondary market for the Bonds. There is no assurance that any market will develop
or, if it does develop, that it will continue or will provide investors with a sufficient level of liquidity of investment.
The market value and future trading prices of the Bonds will depend upon many factors, including among other
things, prevailing interest rates, economic conditions, the Issuers financial condition, and the market for similar
securities. The Issuer does not intend to register the Bonds under the Securities Act of 1933, as amended, or to list
the Bonds on any exchange, including any exchange in either Europe or the United States.
The Bonds may not be a suitable investment for all investors.
The Bonds may not be a suitable investment for all investors. An investment in the Bonds should be
considered only by investors who, either alone or with their financial, tax and legal advisors, have the expertise to
analyze the redemption, default and market risk, the tax consequences of an investment, and the interaction of these
factors.
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General Economic Conditions may affect the profitability of the Liquor Enterprise.
A continued downturn in the economy resulting in increasing unemployment either regionally or nationally
may negatively impact the revenues of the Liquor Enterprise, potentially decreasing the amount of Liquor Enterprise
Profits that are part of the Trust Estate. Although the Liquor Enterprise has sustained and even grown its profits
during prior economic downturns, there is no guarantee that it will be able to do so during future economic
downturns. The effect of these factors on the ability to pay principal of and interest on the Bonds, is impossible to
predict.
Changes in consumer preferences or discretionary consumer spending may affect the profitability of the
Liquor Enterprise.
The sale of spirituous liquor depends, in part, upon continued consumer acceptance of and demand for
spirituous liquor. Shifts in consumer preferences away from spirituous liquor could materially adversely affect
future profitability. The Liquor Enterprises success depends to a significant extent on numerous factors affecting
discretionary consumer spending, including economic conditions, disposable consumer income and consumer
confidence. Adverse changes in these factors could reduce sales of spirituous liquor, either of which could adversely
affect our business, financial condition, operating results or cash flows.
The Ohio General Assembly may propose and enact an increase of the gallonage tax on spirituous liquor.
In January 2003, due to unanticipated reduced revenue collections by the State, the then-Governor
requested that the Ohio General Assembly consider several legislative proposals to enable the State to end its Fiscal
Year ending June 30, 2003, with a positive balance in the General Revenue Fund, as required by the Constitution of
the State. Among the legislative proposals was a request to double the gallonage tax on spirituous liquor. The
proposal to adopt the gallonage tax increase was not adopted and a General Revenue Fund positive balance was
attained by other means.
The doubling of the gallonage tax on spirituous liquor was again proposed and introduced in the Fiscal
Year 2006-07 biennial budget, but not adopted. Alternatively, to gain additional revenue in the General Revenue
Fund, the Ohio General Assembly authorized the reduction of the discount granted on wholesale purchases of
spirituous liquor from 12.5% to 6%. This was enacted and was effective July 1, 2005.
While the Ohio General Assembly did not adopt the gallonage tax increase in either case described above,
any shift in consumer trends away from the consumption of spirituous liquor, whether as a result of lifestyle changes
or due to an increase in the gallonage tax by the Ohio General Assembly, could have an adverse effect on Liquor
Enterprise Revenues.
The loss of management personnel or management services could have an adverse impact upon the Issuers
business and its ability to service the debt.
The Issuers success depends in large part upon its management personnel and the management personnel
of JobsOhio. The loss of services of key personnel could have a material adverse effect on the Issuers ability to
effectively manage its business and sell its products. There can be no assurance that the Issuer will be successful in
attracting or retaining qualified executives and personnel.
The Issuer will be relying upon the Division to provide services under the Services Agreement.
The Issuer has no history of managing the Liquor Enterprise, or any state liquor enterprise. Although the
Issuer and the Division have tested a number of post-transfer processes in preparation for the transfer, the Issuer has
never generated and paid commission checks to the Agencies. Failure to account for and make all payments
required by the Liquor Enterprise may adversely affect the Issuer. Accordingly, the Issuer has entered into the
Services Agreement, pursuant to which the Division will provide management, operations and administrative
services to the Issuer. The failure by the Division to perform its obligations or to perform its obligations consistent
with past performance, could have a material adverse impact on the Liquor Enterprise. The Division and the Issuer
may incur expenses greater than historical averages and the Division may prove less effective in performing under
the Services Agreement.
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Redemption may adversely affect your return on the Series 2013A Bonds.
The Bonds are subject to redemption as described under THE BONDS Redemption Provisions. The
Issuer may choose to redeem 2013A Bonds when prevailing interest rates may be relatively low. Such redemption
might prevent holders from reinvesting redemption proceeds in a comparable security at an effective interest rate as
high as that of the Series 2013A Bonds.
Holders of the Bonds may be dependent on the action or inaction of other holders of the Bonds or other
Obligations.
Please see APPENDIX C Summary of Certain Provisions of the Indenture Events of Default and
Remedies for certain defaults that can be triggered by notice of holders of at least twenty-five percent (25%) in
aggregate principal amount of Obligations and certain remedies which can be directed by the holders of at least
twenty-five percent (25%) in aggregate principal amount of Obligations.
TRUSTEE
The Trustee, The Huntington National Bank is a national banking association organized and existing under
the laws of the United States of America and is authorized to exercise corporate trust powers in the State and has its
principal place of business located in Columbus, Ohio.
LITIGATION
The laws enacted by the Ohio General Assembly providing for the creation of JobsOhio (collectively, the
JobsOhio Act), and JobsOhio itself, have been the subject of litigation filed in Ohio courts concerning, among
other matters, the constitutionality of the JobsOhio Act and the legal existence and capacity of JobsOhio
(collectively, the Substantive Claims), and requesting the JobsOhio Act be declared unconstitutional and an
injunction prohibiting the formation and continued operation of JobsOhio, the Department of Development from
contracting with JobsOhio and the making of any appropriation to JobsOhio. Those Substantive Claims include
allegations that under the Ohio Constitution the JobsOhio Act is a special act conferring corporate powers, that the
State may not lend its aid and credit to JobsOhio, that the provisions for State financial support of JobsOhio is an
appropriation beyond the current State fiscal biennium, that transfer will cause the State to exceed its debt limits,
that the JobsOhio Act violates the one subject rule for legislation, and that the 60 day statute of limitations for
challenging JobsOhios actions is too short. None of these Substantive Claims has been addressed by the courts; and
the only pending litigation (the Pending Litigation) is an appeal to the Ohio Supreme Court of the unanimous
decision of the Ohio Tenth District Court of Appeals affirming the decision of the Franklin County Common Pleas
Court that the plaintiffs lack standing to litigate the Substantive Claims. The Ohio Supreme Court has not yet
announced whether it will accept plaintiffs appeal to consider the issue of their standing. JobsOhios management
has reviewed the Substantive Claims and believes they are without merit.
In light of the Pending Litigation, the Commerce Director expressed his desire that the Ohio Supreme Court
be given the opportunity to address the Substantive Claims involving Ohio constitutional issues. JobsOhio
subsequently filed an original action in the Ohio Supreme Court on August 10, 2012, requesting that it issue a writ
of mandamus ordering the Commerce Director to sign the Transfer Agreement, which placed the Substantive Claims
and JobsOhios responses to those Substantive Claims before that Court. The mandamus action was dismissed by
the Ohio Supreme Court on September 28, 2012 for lack of proper jurisdiction, without determining any of the
Substantive Claims.
As noted above, the Ohio Supreme Court has not yet announced whether it will accept plaintiffs appeal of
the dismissal, for lack of standing, of the Pending Litigation. The Ohio Attorney General and Squire Sanders (US)
LLP both are of the opinion that the Ohio Tenth District Court of Appeals correctly upheld the dismissal by the
Franklin County Common Pleas Court of plaintiffs claims on the ground that plaintiffs lacked standing to bring
those claims under the current applicable law and will render their respective opinion letters to that effect in
connection with the issuance of the Bonds.
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LEGAL OPINIONS
Certain legal matters incident to the issuance of the Bonds and with regard to the tax-exempt status of the
interest on the Series 2013A Bonds (see TAX MATTERS) are subject to the opinion of Squire Sanders (US) LLP,
Bond Counsel to the Issuer. The signed legal opinion letter of Bond Counsel as to the Bonds, substantially in the
form attached hereto as Appendix H, dated and premised on law in effect on the date of issuance of the Bonds, will
be delivered on the date of issuance of the Bonds. The text of the opinion letter to be delivered may vary from the
text as set forth in Appendix H if necessary to reflect facts and law on the date of delivery. The opinion letter will
speak only as of its date, and its subsequent distribution by recirculation of this Offering Circular or otherwise shall
not create any implication that Bond Counsel has reviewed or expresses any opinion concerning any of the matters
to which reference is made in the opinion letter subsequent to its date.
McDonald Hopkins LLC, as special counsel to the State Parties, and Jones Day, as special counsel to the
Issuer and JobsOhio, are each expected to deliver, upon issuance of the Bonds, their respective legal opinion letters
to the effect that, among other things, as of the date of such opinions and subject to the qualifications and limitations
set forth therein, the Transfer Agreement and the Services Agreement are valid and binding obligations of the State
Parties, and the Issuer and JobsOhio, respectively, enforceable in accordance with their terms and that the
performance thereof by the State Parties, and the Issuer and JobsOhio, respectively, do not violate any present law
(including the Ohio Constitution) of the State of Ohio applicable to the State Parties, and the Issuer and JobsOhio,
respectively, provided that neither Jones Day nor McDonald Hopkins LLC is opining on, and have excluded from
their respective opinions, the effect of any adverse decision in the Pending Litigation or similar proceedings. Those
opinions will be premised on law in effect on the date of their issuance and will speak only as of such date.
Certain legal matters will also be passed upon for the Underwriters by Bricker & Eckler LLP.
The opinions of Bond Counsel and any other legal opinions and letters of counsel to be delivered
concurrently with the delivery of the Bonds express the professional judgment of the attorneys rendering the
opinions or advice regarding the legal issues and other matters expressly addressed therein. By rendering a legal
opinion or advice, the giver of such opinion or advice does not become an insurer or guarantor of the result indicated
by that opinion, or the transaction on which the opinion or advice is rendered, or of the future performance of parties
to the transaction. Nor does the rendering of an opinion guarantee the outcome of any legal dispute that may arise
out of or regarding the transaction.
TAX MATTERS
Series 2013A Bonds
In the opinion of Squire Sanders (US) LLP, Bond Counsel, under existing law: (i) interest on the Series
2013A Bonds is excluded from gross income for federal income tax purposes under Section 103 of the Internal
Revenue Code of 1986, as amended (the Code), and is not an item of tax preference for purposes of the federal
alternative minimum tax imposed on individuals and corporations; and (ii) interest on, and any profit made on the
sale, exchange or other disposition of, the Series 2013A Bonds are exempt from all Ohio state and local taxation,
except the estate tax, the domestic insurance company tax, the dealers in intangibles tax, the tax levied on the basis
of the total equity capital of financial institutions, and the net worth base of the corporate franchise tax. Bond
Counsel expresses no opinion as to any other tax consequences regarding the Series 2013A Bonds.
The opinion on tax matters will be based on and will assume the accuracy of certain representations and
certifications, and continuing compliance with certain covenants, of the Issuer and the State contained in the
transcript of proceedings and that are intended to evidence and assure the foregoing, including that the Series 2013A
Bonds are and will remain obligations the interest on which is excluded from gross income for federal income tax
purposes. Bond Counsel will not independently verify the accuracy of the Issuers certifications and representations
or the continuing compliance with the Issuers covenants.
The opinion of Bond Counsel is based on current legal authority and covers certain matters not directly
addressed by such authority. It represents Bond Counsels legal judgment as to exclusion of interest on the Series
2013A Bonds from gross income for federal income tax purposes but is not a guaranty of that conclusion. The
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opinion is not binding on the Internal Revenue Service (IRS) or any court. Bond Counsel expresses no opinion
about (i) the effect of future changes in the Code and the applicable regulations under the Code or (ii) the
interpretation and the enforcement of the Code or those regulations by the IRS.
The Code prescribes a number of qualifications and conditions for the interest on state and local
government obligations to be and to remain excluded from gross income for federal income tax purposes, some of
which require future or continued compliance after issuance of the obligations. Noncompliance with these
requirements by the Issuer or the State may cause loss of such status and result in the interest on the Series 2013A
Bonds being included in gross income for federal income tax purposes retroactively to the date of issuance of the
Series 2013A Bonds. The Issuer has covenanted to take the actions required of it for the interest on the Series
2013A Bonds to be and to remain excluded from gross income for federal income tax purposes, and not to take any
actions that would adversely affect that exclusion. After the date of issuance of the Series 2013A Bonds, Bond
Counsel will not undertake to determine (or to so inform any person) whether any actions taken or not taken, or any
events occurring or not occurring, or any other matters coming to Bond Counsels attention, may adversely affect
the exclusion from gross income for federal income tax purposes of interest on the Series 2013A Bonds or the
market value of the Series 2013A Bonds.
A portion of the interest on the Series 2013A Bonds earned by certain corporations may be subject to a
federal corporate alternative minimum tax. In addition, interest on the Series 2013A Bonds may be subject to a
federal branch profits tax imposed on certain foreign corporations doing business in the United States and to a
federal tax imposed on excess net passive income of certain S corporations. Under the Code, the exclusion of
interest from gross income for federal income tax purposes may have certain adverse federal income tax
consequences on items of income, deduction or credit for certain taxpayers, including financial institutions, certain
insurance companies, recipients of Social Security and Railroad Retirement benefits, those that are deemed to incur
or continue indebtedness to acquire or carry tax-exempt obligations, and individuals otherwise eligible for the
earned income tax credit. The applicability and extent of these and other tax consequences will depend upon the
particular tax status or other tax items of the owner of the Series 2013A Bonds. Bond Counsel will express no
opinion regarding those consequences.
Payments of interest on tax-exempt obligations, including the Series 2013A Bonds, are generally subject to
IRS Form 1099-INT information reporting requirements. If a 2013A Bond owner is subject to backup withholding
under those requirements, then payments of interest will also be subject to backup withholding. Those requirements
do not affect the exclusion of such interest from gross income for federal income tax purposes.
Legislation affecting tax-exempt obligations is regularly considered by the United States Congress and may
also be considered by the State legislature. Court proceedings may also be filed, the outcome of which could modify
the tax treatment of obligations such as the Series 2013A Bonds. There can be no assurance that legislation enacted
or proposed, or actions by a court, after the date of issuance of the Series 2013A Bonds will not have an adverse
effect on the tax status of interest or other income on the Series 2013A Bonds or the market value or marketability of
the Series 2013A Bonds. These adverse effects could result, for example, from changes to federal or state income
tax rates, changes in the structure of federal or state income taxes (including replacement with another type of tax),
or repeal (or reduction in the benefit) of the exclusion of interest on the Series 2013A Bonds from gross income for
federal or state income tax purposes for all or certain taxpayers.
For example, both the American Jobs Act of 2011 proposed by President Obama on September 12, 2011,
and introduced into the Senate on September 13, 2011, and the federal budget for Fiscal Year 2013 as proposed by
President Obama on February 13, 2012, contain provisions that could, among other things, result in additional
federal income tax for tax years beginning after 2012 on taxpayers that own tax-exempt obligations, including the
Series 2013A Bonds, if they have incomes above certain thresholds. Additionally, in connection with the current
federal budget situation (the so-called fiscal cliff) other tax reform proposals have been put forth by various
legislators and other groups that would eliminate, reduce or otherwise alter the tax benefits currently provided to
certain owners of state and local government bonds. Although any pending bills will expire at the end of the current
Congress, similar or alternative revenue-raising proposals may be proposed in the next Congress, which begins in
January 2013.
Prospective purchasers of the Series 2013A Bonds should consult their own tax advisers regarding pending
or proposed federal and state tax legislation and court proceedings, and prospective purchasers of the Series 2013A
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Bonds at other than their original issuance at the respective prices indicated on the inside cover of this Offering
Circular should also consult their own tax advisers regarding other tax considerations such as the consequences of
market discount, as to all of which Bond Counsel expresses no opinion.
Bond Counsels engagement with respect to the Series 2013A Bonds ends with the issuance of the Series
2013A Bonds, and, unless separately engaged, Bond Counsel is not obligated to defend the Issuer or the owners of
the Series 2013A Bonds regarding the tax status of interest thereon in the event of an audit examination by the IRS.
The IRS has a program to audit tax-exempt obligations to determine whether the interest thereon is includible in
gross income for federal income tax purposes. If the IRS does audit the Series 2013A Bonds, under current IRS
procedures, the IRS will treat the Issuer as the taxpayer and the beneficial owners of the Series 2013A Bonds will
have only limited rights, if any, to obtain and participate in judicial review of such audit. Any action of the IRS,
including but not limited to selection of the Series 2013A Bonds for audit, or the course or result of such audit, or an
audit of other obligations presenting similar tax issues, may affect the market value of the Series 2013A Bonds.
Prospective purchasers of the Series 2013A Bonds upon their original issuance at prices other than the
respective prices indicated on the inside cover of this Official Statement, and prospective purchasers of the Series
2013A Bonds at other than their original issuance, should consult their own tax advisers regarding other tax
considerations such as the consequences of market discount, as to all of which Bond Counsel expresses no opinion.
Risk of Future Legislative Changes and/or Court Decisions
Legislation affecting tax-exempt obligations is regularly considered by the United States Congress and may
also be considered by the State legislature. Court proceedings may also be filed, the outcome of which could modify
the tax treatment of obligations such as the Series 2013A Bonds. There can be no assurance that legislation enacted
or proposed, or actions by a court, after the date of issuance of the Series 2013A Bonds will not have an adverse
effect on the tax status of interest or other income on the Series 2013A Bonds or the market value or marketability of
the Series 2013A Bonds. These adverse effects could result, for example, from changes to federal or state income
tax rates, changes in the structure of federal or state income taxes (including replacement with another type of tax),
or repeal (or reduction in the benefit) of the exclusion of interest on the Series 2013A Bonds from gross income for
federal or state income tax purposes for all or certain taxpayers.
For example, recent presidential and legislative proposals would eliminate, reduce or otherwise alter the tax
benefits currently provided to certain owners of state and local government bonds, including proposals that would
result in additional federal income tax on taxpayers that own tax-exempt obligations if their incomes exceed certain
thresholds. Investors in the Series 2013A Bonds should be aware that any such future legislative actions (including
federal income tax reform) may retroactively change the treatment of all or a portion of the interest on the Series
2013A Bonds for federal income tax purposes for all or certain taxpayers. In such event, the market value of the
Series 2013A Bonds may be adversely affected and the ability of holders to sell their Series 2013A Bonds in the
secondary market may be reduced.
Investors should consult their own financial and tax advisers to analyze the importance of these risks.
Original Issue Discount and Original Issue Premium
Certain of the Series 2013A Bonds (Discount Bonds) as indicated on the inside cover of this Offering
Circular were offered and sold to the public at an original issue discount (OID). OID is the excess of the stated
redemption price at maturity (the principal amount) over the issue price of a Discount Bond. The issue price of a
Discount Bond is the initial offering price to the public (other than to bond houses, brokers or similar persons acting
in the capacity of underwriters or wholesalers) at which a substantial amount of the Discount Bonds of the same
maturity is sold pursuant to that offering. For federal income tax purposes, OID accrues to the owner of a Discount
Bond over the period to maturity based on the constant yield method, compounded semiannually (or over a shorter
permitted compounding interval selected by the owner). The portion of OID that accrues during the period of
ownership of a Discount Bond (i) is interest excluded from the owners gross income for federal income tax
purposes to the same extent, and subject to the same considerations discussed above, as other interest on the Series
2013A Bonds, and (ii) is added to the owners tax basis for purposes of determining gain or loss on the maturity,
redemption, prior sale or other disposition of that Discount Bond. The amount of OID that accrues each year to a
corporate owner of a Discount Bond is taken into account in computing the corporations liability for federal
alternative minimum tax. A purchaser of a Discount Bond in the initial public offering at the price for that Discount
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Bond stated on the inside cover of this Offering Circular who holds that Discount Bond to maturity will realize no
gain or loss upon the retirement of that Discount Bond.
Certain of the Series 2013A Bonds (Premium Bonds) as indicated on the inside cover of this Offering
Circular were offered and sold to the public at a price in excess of their stated redemption price at maturity (the
principal amount). That excess constitutes bond premium. For federal income tax purposes, bond premium is
amortized over the period to maturity of a Premium Bond, based on the yield to maturity of that Premium Bond (or,
in the case of a Premium Bond callable prior to its stated maturity, the amortization period and yield may be
required to be determined on the basis of an earlier call date that results in the lowest yield on that Premium Bond),
compounded semiannually. No portion of that bond premium is deductible by the owner of a Premium Bond. For
purposes of determining the owners gain or loss on the sale, redemption (including redemption at maturity) or other
disposition of a Premium Bond, the owners tax basis in the Premium Bond is reduced by the amount of bond
premium that is amortized during the period of ownership. As a result, an owner may realize taxable gain for
federal income tax purposes from the sale or other disposition of a Premium Bond for an amount equal to or less
than the amount paid by the owner for that Premium Bond. A purchaser of a Premium Bond in the initial public
offering at the price for that Premium Bond stated on the inside cover of this Offering Circular who holds that
Premium Bond to maturity (or, in the case of a callable Premium Bond, to its earlier call date that results in the
lowest yield on that Premium Bond) will realize no gain or loss upon the retirement of that Premium Bond.
Owners of Discount and Premium Bonds should consult their own tax advisers as to the determination
for federal income tax purposes of the amount of OID or bond premium properly accruable or amortizable in any
period with respect to the Discount or Premium Bonds and as to other federal tax consequences and the
treatment of OID and bond premium for purposes of state and local taxes on, or based on, income.
Series 2013B Bonds
THE ADVICE BELOW WAS NOT WRITTEN AND IS NOT INTENDED TO BE USED AND
CANNOT BE USED BY ANY TAXPAYER FOR PURPOSES OF AVOIDING UNITED STATES FEDERAL
INCOME TAX PENALTIES THAT MAY BE IMPOSED. THE ADVICE IS WRITTEN TO SUPPORT THE
PROMOTION OR MARKETING OF THE TRANSACTION. EACH TAXPAYER SHOULD SEEK ADVICE
BASED ON THE TAXPAYERS PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX
ADVISOR.
The foregoing disclaimer is provided to satisfy obligations under Circular 230 governing standards of
practice before the Internal Revenue Service (IRS).
_______________________________________
The following is a general discussion of certain U.S. federal income tax consequences associated with the
ownership of the Series 2013B Bonds. Except where noted, it deals only with those holders who hold the Series
2013B Bonds as capital assets. It does not deal with special situations, including but not limited to those of certain
financial institutions, insurance companies, U.S. expatriates, dealers in securities or foreign currencies, persons
holding Bonds as part of a hedge or other integrated transaction, U.S. Holders (as defined below) whose functional
currency is not the U.S. dollar, partnerships or other entities classified as partnerships for U.S. federal income tax
purposes, entities that are tax-exempt for U.S. federal income tax purposes, retirement plans, individual retirement
accounts, tax-deferred accounts, or persons subject to the alternative minimum tax.
The following summary does not address specific state or local or non-U.S. tax consequences or U.S.
federal tax consequences (e.g., estate or gift tax) other than those pertaining to the income tax.
This discussion is based on provisions of the Code, the Treasury Regulations promulgated thereunder, and
administrative and judicial interpretations of the foregoing, all as in effect as of the date hereof. Such authorities
may be repealed, revoked, or modified, possibly with retroactive effect, so as to result in United States federal
income tax consequences different from those described below.
THIS SUMMARY IS INCLUDED FOR GENERAL INFORMATION ONLY AND MAY NOT BE
APPLICABLE DEPENDING ON A HOLDERS PARTICULAR SITUATION. PROSPECTIVE HOLDERS
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ARE STRONGLY URGED TO CONSULT THEIR TAX ADVISOR AS TO THE SPECIFIC TAX
CONSEQUENCES TO THEM OF THE PURCHASE, DISPOSITION, OR OWNERSHIP OF THE SERIES
2013B BONDS, INCLUDING THE APPLICABILITY AND EFFECT OF FEDERAL, STATE, LOCAL,
AND FOREIGN INCOME AND OTHER TAX LAWS IN THEIR PARTICULAR CIRCUMSTANCES.
As used herein, the term U.S. Holder means a holder of Series 2013B Bonds that is, for U.S. federal
income tax purposes:
x an individual who is a citizen or resident of the United States;
x a corporation, or other entity taxable as a corporation for U.S. federal income tax purposes, created
or organized in or under the laws of the United States, any state thereof or the District of
Columbia;
x an estate the income of which is subject to U.S. federal income tax regardless of its source; or
x a trust (i) if a U.S. court is able to exercise primary supervision over administration of the trust and
one or more U.S. persons have authority to control all substantial decisions of the trust, or (ii) that
has a valid election in place under applicable Treasury Regulations to be treated as a domestic
trust.
For purposes of this discussion, the term non-U.S. Holder means a holder of Series 2013B Bonds that is
not a U.S. Holder and is not a partnership or entity treated as a partnership for U.S. federal income tax purposes.
If a partnership (including an entity treated as a partnership for U.S. federal income tax purposes) holds
Series 2013B Bonds, the tax treatment of a partner will generally depend upon the status of the partner and the
activities of the partnership. If you are a partner of a partnership holding Series 2013B Bonds, you should consult
your tax advisors.
U.S. Holders
Tax Consequences to U.S. Holders Holding Series 2013B Bonds
Payments of Interest
Interest paid on a Bond will be taxable to a U.S. Holder as ordinary income at the time it is received or
accrued, depending on the holders method of accounting for tax purposes.
Issue Price and Original Issue Discount
The issue price of a Bond will equal the first price at which a substantial amount of the Series 2013B Bonds
are sold to the public. If the issue price of a Bond is less than its stated principal amount by more than a de minimis
amount (as discussed below), the Bond will be treated as issued with original issue discount (OID) in an amount
equal to the excess of such stated principal amount over its issue price. For federal income tax purposes, OID
accrues to the holder of a Bond over the period from issuance to maturity based on the constant yield method,
compounded semiannually (or over a shorter permitted compounding interval selected by the holder). The portion
of OID that accrues during the period of ownership of a Bond (i) constitutes interest included in the holders gross
income for federal income tax purposes and (ii) is added to the holders tax basis for purposes of determining gain or
loss on the maturity, redemption, prior sale, or other disposition of that Bond. Thus, the effect of OID is to require
the accrual into income of an issuance discount based on a constant yield over the life of the obligation rather than in
proportion to the receipt of principal.
If the amount of OID with respect to a Bond is less than an amount equal to .0025 multiplied by the product
of the stated redemption price at maturity and the number of complete years to the maturity of the Bond, the amount
of OID is treated as zero.
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Market Discount
If a U.S. Holder of a Bond purchases a Bond in the secondary market at a price that is lower than its
remaining redemption amount, or in the case of a Bond with OID, its adjusted issue price, by at least .0025
multiplied by the product of the remaining redemption amount and the number of remaining complete years to
maturity, the Bond is considered to have market discount in the hands of such U.S. Holder. In general terms,
market discount is treated as accruing ratably over the term of the Bond, or, at the election of the holder, under a
constant yield method. Accrued market discount is included in income as ordinary income, but a holder is not
required to include accrued market discount into income until the holder either receives a principal payment or
disposes of the obligation at a gain. A U.S. Holder may elect to include market discount in income on a current
basis as it accrues (on either a ratable or constant-yield basis). Any such election, if made, applies to all market
discount Series 2013B Bonds acquired by the taxpayer on or after the first day of the first taxable year to which such
election applies and is revocable only with the consent of the IRS.
Premium
A U.S. Holder of a Bond that purchases the Bond at a cost greater than its remaining redemption amount
will be considered to have purchased the Bond at a premium, and may elect to amortize such premium (as an offset
to interest income), using a constant-yield method, over the remaining term of the Bond. Such election, once made,
generally applies to all Series 2013B Bonds held or subsequently acquired by the U.S. Holder on or after the first
taxable year to which the election applies and may not be revoked without the consent of the IRS. A U.S. Holder
that elects to amortize such premium must reduce its tax basis in the Bond by the amount of the premium amortized
during its holding period. With respect to a U.S. Holder that does not elect to amortize bond premium, the amount
of bond premium is included in the U.S. Holders tax basis in the Bond.
Tax Consequences to U.S. Holders on the Purchase, Sale, Exchange, and Retirement of the Series
2013B Bonds
A U.S. Holders tax basis in a Bond generally will equal its original cost, increased by any original issue
discount included in the U.S. Holders income with respect to the Bond, and reduced by the amount of any
amortizable bond premium applied to reduce interest on the Bond and any payments on the Bond other than
payments of qualified stated interest. A U.S. Holder generally will recognize gain or loss on the sale, exchange or
retirement of a Bond equal to the difference between the amount realized on the sale or retirement of the Bond (less
any accrued interest, which will be taxed as such) and the U.S. Holders tax basis in the Bond. Gain in excess of
accrued market discount not previously included in income or any loss recognized on the sale, exchange or
retirement of a Bond will be capital gain or loss and will be long-term capital gain or loss if the Bond was held for
more than one year. In the event that a Bond was purchased with market discount (as discussed previously under
Market Discount), a portion of any gain recognized on the disposition, exchange or retirement of a Bond could be
characterized as ordinary income.
Recent Legislation Affecting U.S. Holders
For taxable years beginning after December 31, 2012, a U.S. Holder that is an individual or estate, or a trust
that does not fall into a special class of trusts that is exempt from such tax, will be subject to a 3.8% Medicare tax on
the lesser of (1) the U.S. Holders net investment income for the relevant taxable year and (2) the excess of the
U.S. Holders modified adjusted gross income for the taxable year over a certain threshold (which in the case of
individuals will be between $125,000 and $250,000, depending on the individuals circumstances). A holders net
investment income will generally include its interest income and its net gains from the disposition of Series 2013B
Bonds, unless such interest income or net gains are derived in the ordinary course of the conduct of a trade or
business (other than a trade or business that consists of certain passive or trading activities). If you are a U.S. Holder
that is an individual, estate, or trust, you are urged to consult your tax advisors regarding the applicability of the
Medicare tax to your income and gains in respect of your investment in the Series 2013B Bonds.
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Non-U.S. Holders
Tax Consequences to Non-U.S. Holders Holding Series 2013B Bonds
The following is a general discussion of certain United States federal income and estate tax consequences
resulting from the beneficial ownership of Series 2013B Bonds by a person other than a U.S. Holder.
Subject to the discussion of backup withholding below, payments of principal by the Issuer or any of its
agents (acting in its capacity as agent) to any Non-U.S. Holder will not be subject to U.S. withholding tax. In the
case of payments of interest to any Non-U.S. Holder, however, U.S. withholding tax will apply unless the Non-U.S.
Holder (1) does not own (actually or constructively) 10-percent or more of the voting equity interests of the Issuer,
(2) is not a controlled foreign corporation for United States tax purposes that is related to the Issuer (directly or
indirectly) through stock ownership, and (3) is not a bank receiving interest in the manner described in Section
881(c)(3)(A) of the Code (which relates to interest received by a bank on an extension of credit made pursuant to a
loan agreement entered into in the ordinary course of its trade or business). Moreover, either the Non-U.S. Holder
must certify on IRS Form W-8BEN to (1) the Issuer or its agent under penalties of perjury that it is not a U.S. person
and must provide its name and address, or (2) a securities clearing organization, bank or other financial institution,
that holds customers securities in the ordinary course of its trade or business (which in turn will be obligated to
certify to the Issuer or its agent under penalties of perjury that such statement on IRS Form W-8BEN has been
received from the Non-U.S. Holder by it or by another financial institution and must furnish the interest payor with a
copy).
A Non-U.S. Holder that does not qualify for exemption from withholding as described above must provide
the Issuer or its agent with documentation as to his, her, or its identity to avoid the U.S. backup withholding tax on
the amount allocable to a Non-U.S. Holder and be subject instead to the 30% foreign withholding rate (or lower
treaty rate). The documentation may require that the Non-U.S. Holder provide a U.S. tax identification number.
If a Non-U.S. Holder is engaged in a trade or business in the United States and interest on a Bond held by
such holder is effectively connected with the conduct of such trade or business, the Non-U.S. Holder, although
exempt from the withholding tax discussed above (provided that such holder timely furnishes the required
certification to claim such exemption), would be subject to United States federal income tax on such interest in the
same manner as if it were a U.S. Holder. In addition, if the Non-U.S. Holder is a foreign corporation, it may be
subject to a branch profits tax equal to 30% (or lower applicable treaty rate) of its effectively connected earnings and
profits for the taxable year, subject to certain adjustments. For purposes of the branch profits tax, interest on a Bond
will be included in the earnings and profits of the holder if the interest is effectively connected with the conduct by
the holder of a trade or business in the United States. Such a holder must provide the payor with a properly executed
IRS Form W-8ECI (or successor form) to claim an exemption from United States federal withholding tax.
Any capital gain realized on the sale, exchange, retirement or other disposition of a Bond by a Non-U.S.
Holder will not be subject to United States federal income or withholding taxes if (1) the gain is not effectively
connected with a United States trade or business of the Non-U.S. Holder, and (2) in the case of an individual, the
Non-U.S. Holder is not present in the United States for 183 days or more in the taxable year of the sale, exchange,
retirement or other disposition, and certain other conditions are met.
Non-U.S. Holders should consult their own tax advisors with respect to the possible applicability of United
States withholding and other taxes upon income realized in respect of the Series 2013B Bonds.
United States Estate Tax Considerations
The Series 2013B Bonds generally will not be includible in the U.S. taxable estate of a Non-U.S. Holder
unless the individual owns (actually or constructively) 10-percent or more of the voting equity interests of the Issuer
or, at the time of the individuals death, payments in respect of the Series 2013B Bonds would have been effectively
connected with the conduct by the individual of a trade or business in the United States.
Information Reporting and Backup Withholding
For each calendar year in which the Series 2013B Bonds are outstanding, the Issuer is required to provide
the IRS with certain information, including a holders name, address and taxpayer identification number (either the
holders Social Security number or its employer identification number, as the case may be), the aggregate amount of
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principal and interest paid to that holder during the calendar year and the amount of tax withheld, if any. This
obligation, however, does not apply with respect to certain U.S. Holders, including corporations, tax-exempt
organizations, qualified pension and profit sharing trusts, and individual retirement accounts.
If a U.S. Holder subject to the reporting requirements described above fails to supply its correct taxpayer
identification number in the manner required by applicable law or under-reports its tax liability, the Issuer, its agents
or paying agents or a broker may be required to make backup withholding of tax on each payment of interest or
principal on the Series 2013B Bonds. For 2012, the backup withholding rate for applicable payments is 28%,
subject to increase to 31% after 2012. This backup withholding is not an additional tax and may be credited against
the U.S. Holders federal income tax liability, provided that the U.S. Holder furnishes the required information to
the IRS.
Under current Treasury Regulations, backup withholding and information reporting will not apply to
payments of interest made by the Issuer or any of its agents (in their capacity as such) to a Non-U.S. Holder if such
holder has provided the required certification that it is not a U.S. person (as set forth in the second paragraph under
Non-U.S. Holders above), or has otherwise established an exemption (provided that neither the Issuer nor its agent
has actual knowledge that the holder is a U.S. person or that the conditions of an exemption are not in fact satisfied).
Payments of the proceeds from the sale of a Bond to or through a foreign office of a broker generally will
not be subject to information reporting or backup withholding. However, information reporting (but not backup
withholding) may apply to those payments if the broker is one of the following:
x a U.S. person;
x a controlled foreign corporation for U.S. tax purposes;
x a foreign person 50-percent or more of whose gross income from all sources for the three-year
period ending with the close of its taxable year preceding the payment was effectively connected
with a United Stares trade or business; or
x a foreign partnership with certain connections to the United States.
Payment of the proceeds from a sale of a Bond to or through the United States office of a broker is subject
to information reporting and backup withholding unless the holder or beneficial owner certifies as to its taxpayer
identification number or otherwise establishes an exemption from information reporting and backup withholding.
The Foreign Account Tax Compliance Act imposes a 30% withholding tax on interest payments and
proceeds of sale of interest-bearing obligations for payments of interest made on or after January 1, 2014, and
payments of gross proceeds from the disposition of a Security made on or after January 1, 2015, to certain foreign
financial institutions, investment funds, and non-financial foreign entities if certain disclosure requirements related
to direct and indirect United States shareholders and/or United States accountholders are not satisfied. Pursuant to
Proposed Regulations issued by the Department of the Treasury in February 2012, the withholding tax will not apply
to obligations that are outstanding on January 1, 2013. A debt instrument, such as a Bond, is treated as outstanding
on January 1, 2013 if it has an issue date, as determined under U.S. tax law, before January 1, 2013. Any material
modification (as defined in Treasury Regulations issued under Section 1001 of the Code) of a Bond on or after
January 1, 2013 will result in such Bond being treated as newly issued as of the effective date of such modification.
The Issuer will not be obligated to pay any additional amounts to gross up payments to holders of the Series
2013B Bonds or beneficial owners of the Series 2013B Bonds as a result of any withholding or deduction for, or on
account of, any present or future taxes, duties, assessments or government charges with respect to payments in
respect of the Series 2013B Bonds. Prospective investors are encouraged to consult their tax advisors regarding the
implications of this legislation on their investment in the Series 2013B Bonds, as well as the status of any related
federal regulations.
The preceding federal income tax discussion is included for general information only and may not be
applicable depending upon a holders particular situation. Holders should consult their tax advisors with
respect to the tax consequences to them of the purchase, ownership and disposition of the Series 2013B
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Bonds, including the tax consequences under federal, state, local, foreign and other tax laws and the possible
effects of changes in those tax laws.
RATINGS
The Bonds have received AA (stable outlook) and a rating of A2 (developing outlook), respectively,
by Standard & Poors Ratings Services, a Standard & Poors Financial Services LLC business (S&P) and
Moodys Investors Service, Inc. (Moodys). An explanation of the significance of such ratings and outlooks may
be obtained from the Rating Agency assigning such ratings. The ratings and outlooks of the Bonds by Moodys and
S&P reflect only the views of such organizations at the time such ratings and outlooks were given, and the Issuer
makes no representation as to the appropriateness of the ratings and outlooks. There is no assurance that such
ratings and outlooks will continue for any given period of time or that the ratings will not be revised downward or
withdrawn entirely by Moodys and S&P, if in the judgment of Moodys and S&P, circumstances so warrant. Any
such downward revision or withdrawal of the rating or change in an outlook may have an adverse effect on the
market price of the Bonds, but does not constitute an Event of Default.
The Issuer expects to furnish the rating services with information and materials that may be requested. The
Issuer, however, assumes no obligation to furnish requested information and materials, and may issue debt for which
a rating is not requested. Failure to furnish requested information and materials, or the issuance of debt for which a
rating is not requested, may result in the suspension or withdrawal of a rating on the Bonds.
A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or
withdrawal at any time.
CERTAIN LEGAL MATTERS
The Issuer will furnish to the Underwriters a complete transcript of proceedings relating to the
authorization and issuance of the Bonds.
UNDERWRITING
Under a bond purchase agreement (the Purchase Agreement) entered into between the Issuer and J.P.
Morgan Securities LLC and Citigroup Global Markets Inc., on behalf of the underwriting group (collectively, the
Underwriters), the Bonds are being purchased at a purchase price of _________, which amount is equal to [par],
less original issue discount of $[_____________], and less Underwriters discount of $[__________].
The Purchase Agreement provides that the Underwriters will purchase all of the Bonds, if any are
purchased. The obligation of the Underwriters to accept delivery of the Bonds is subject to various conditions
contained in the Purchase Agreement.
The Underwriters intend to offer the Bonds to the public initially at the respective offering prices set forth
on the front cover page of this Offering Circular, which may subsequently change without any requirement of prior
notice. The Underwriters may offer and sell Bonds to certain dealers (including dealers depositing the Bonds into
investment trusts) at prices other than the public offering prices set forth on the front cover page of this Offering
Circular, and such offering prices may be changed, from time to time, by the Underwriters.
Citigroup Inc. and Morgan Stanley, the respective parent companies of Citigroup Global Markets Inc. and
Morgan Stanley & Co. LLC, each an underwriter of the Bonds, have entered into a retail brokerage joint venture. As
part of the joint venture each of Citigroup Global Markets Inc. and Morgan Stanley & Co. LLC will distribute
municipal securities to retail investors through the financial advisor network of a new broker-dealer, Morgan Stanley
Smith Barney LLC. This distribution arrangement became effective on June 1, 2009. As part of this arrangement,
each of Citigroup Global Markets Inc. and Morgan Stanley & Co. LLC will compensate Morgan Stanley Smith
Barney LLC. for its selling efforts in connection with their respective allocations of Bonds.
J.P. Morgan Securities LLC ("JPMS"), one of the Underwriters of the Bonds, has entered into negotiated
dealer agreements (each, a "Dealer Agreement") with each of UBS Financial Services Inc. (UBSFS) and Charles
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Schwab & Co., Inc. ("CS&Co.") for the retail distribution of certain securities offerings, including the Bonds, at the
original issue prices. Pursuant to each Dealer Agreement (if applicable to this transaction), each of UBSFS and
CS&Co. will purchase Bonds from JPMS at the original issue price less a negotiated portion of the selling
concession applicable to any Bonds that such firm sells.
The Underwriters and their respective affiliates are full service financial institutions engaged in various
activities, which may include securities trading, commercial and investment banking, financial advisory, investment
management, principal investment, hedging, financing and brokerage activities. Certain of the Underwriters and
their respective affiliates may, from time to time, perform various investment banking services for the Issuer for
which they will receive customary fees and expenses.
In the ordinary course of their various business activities, the Underwriters and their respective affiliates
may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative
securities) and financial instruments (which may include bank loans and/or credit default swaps) for their own
account and for the accounts of their customers and may at any time hold long and short positions in such securities
and instruments. Such investment and securities activities may involve securities and instruments of the Issuer.
CONTINUING DISCLOSURE
The Issuer has undertaken all responsibilities for any continuing disclosure to holders of the Bonds as
described below. The Issuer has covenanted for the benefit of holders and beneficial owners of the Bonds to provide
certain financial information on a quarterly basis commencing June 30, 2013, and operating data relating to the
Issuer by not later than one hundred twenty (120) days after the end of each Fiscal Year (which Fiscal Year
currently ends on June 30), commencing with the report for the Fiscal Year ending June 30, 2013 (the Annual
Report), and to provide notices of the occurrence of certain enumerated events. See APPENDIX F Continuing
Disclosure Agreement.
MISCELLANEOUS
All quotations from, and summaries and explanations of the State laws, the Indenture, the Transfer
Agreement, the Services Agreement and other agreements contained herein do not purport to be complete and
reference is made to said laws, regulations, Indenture, the Transfer Agreement, the Services Agreement and other
agreements for full and complete statements of their provisions. The Appendices attached hereto are a part of this
Offering Circular. Copies, in reasonable quantity, of the applicable State laws, the Indenture, the Transfer
Agreement, the Services Agreement and other agreements may be inspected upon request directed to the Issuer, 41
S. High Street, 15th Floor, Columbus, Ohio 43215, Attn: President.
The Issuer has filed with the Ohio Division of Securities a Registration Statement on Form U-1 with
respect to the Bonds. This Offering Circular does not contain all of the information included in the Registration
Statement. The Registration Statement, including all exhibits thereto, may be inspected at the principal offices of
the Ohio Division of Securities at 77 South High Street, Columbus, Ohio 43266-0548. Prospective subscribers are
invited to communicate directly with the management of JobsOhio and/or the Issuer at the address listed above with
any questions concerning the Issuer or this offering.
Any statements in this Offering Circular involving matters of opinion, whether or not expressly so stated,
are intended as such and not as representations of fact. This Offering Circular is not to be construed as a contract or
agreement between the Issuer and purchasers or Holders of any of the Bonds.
The Trustee has not participated in the preparation of and they assume no responsibility for this Offering
Circular, and it has not reviewed or undertaken to verify any information contained herein.
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The execution and delivery of this Offering Circular have been duly authorized by the Issuer.
President
APPENDIX A
Unaudited Financial Statements of State Existing Liquor Enterprise
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A-2
A-3
A-4
A-5
A-6
A-7
A-8
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A-10
A-11
A-12
A-13
A-14
A-15
A-16
A-17
A-18
A-19
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A-21
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B-1
APPENDIX B
Key Defined Terms
Additional Obligations means any indebtedness of the Issuer (including any bonds, loan agreements,
notes, contracts, installment sale, reimbursement, revolving credit and standby bond purchase agreements) other
than the Bonds, any Ancillary Obligations, Debt Obligations, or Hedging Obligations, or any combination thereof,
that are secured by Liquor Enterprise Profits.
After-Acquired Assets means any rights or assets acquired by JobsOhio during the Term of the
Agreement used solely or primarily in connection with the operation of the Liquor Enterprise.
Agencies means those agency stores which sell all liquor intended for use or consumption by the
purchaser within the state of Ohio.
Ancillary Obligation means a Parity Obligation issued to evidence or secure a conditional or contingent
financial obligation (other than indebtedness or obligations under Derivative Agreements) of the Issuer, which may
include fees and charges payable with respect to such obligation, which Parity Obligation is designated as an
Ancillary Obligation in a Supplemental Master Indenture, including without limitation, a reimbursement agreement,
standby bond purchase agreement or agreement with a guarantor or insurer of indebtedness issued to the provider of
such an instrument.
Annual Report means a report containing certain financial information and operating data relating to the
Issuer by not later than one hundred fifty (150) days after the end of each Fiscal Year (which Fiscal Year currently
ends on June 30), commencing with the report for the Fiscal Year ending June 30, 2012.
Authorized Denomination means denominations of $5,000 and any integral multiple thereof, in which the
Bonds shall be issued.
Base Franchise Profits means, for each Fiscal Year ending after July 1, 2012, 103% of the Base
Franchise Profits for the immediately preceding Fiscal Year
Bonds means the Issuers $1,526,740,000
Statewide Senior Lien Liquor Profits Tax-Exempt Revenue

Bonds, Series 2013A and Statewide Senior Lien Liquor Profits Taxable Revenue Bonds, Series 2013B.
Business Day means a day other than (a) a Saturday, Sunday or legal holiday on which banking
institutions in the State or the State of New York (or such other state where the designated corporate trust office of
the Trustee is located) are authorized or required by law to close or (b) a day on which the New York Stock
Exchange is closed.
Business Plan means an initial business plan for the continued growth and improvement of the Liquor
Enterprise, developed as soon as practicable following the closing of the transactions under the Transfer Agreement
following a meeting of the Issuer and the Division and all future such business plans thereafter .
Code means Internal Revenue Code of 1986, as amended from time to time. Each reference to a section
of the Code herein shall include the United States Treasury Regulations, including temporary and proposed
regulations, relating to such sections which are applicable to the Obligations, the Related Debt or the proceeds
thereof.
Consultant means an independent outside consultant with nationally recognized expertise in liquor sales
and operations which is satisfactory to the Division, to be engaged by the Issuer if the Debt Service Coverage Ratio
Preliminary, subject to change

B-2
calculated by the Issuer is less than the Minimum Debt Service Coverage Ratio, then no later than 60 days after the
date the Issuer delivered its calculation of the Debt Service Coverage Ratio.
Debt Obligation means a Parity Obligation issued to evidence or secure payment of, or payments
required to be made with respect to (including the purchase price of), indebtedness of the Issuer, which Parity
Obligation is designated as a Debt Obligation in a Supplemental Master Indenture.
Debt Service Coverage Ratio means the amount of Liquor Enterprise Profits in any Fiscal Year, divided
by the Required Payments for that Fiscal Year.
Deferred Payment means the required payment by the Issuer, if Liquor Enterprise Profits in any Fiscal
Year exceed Base Franchise Profits set for that Fiscal Year, in an amount equal to 75% of the amount by which
Liquor Enterprise Profits exceeded Base Franchise Profits.
Deferred Payment Reserve Fund means a fund maintained in the custody of the Trustee as a trust fund,
money from which will be used to pay Deferred Payments under the Transfer Agreement to the extent necessary.
Derivative Agreement means any type of contract or arrangement that the Issuer enters into to be used, or
intended to be used, to manage or reduce the cost of Indebtedness or to convert any element of Indebtedness from
one form to another, whether or not an effective hedge under GAAP, including, without limitation, (i) any contract
known as or referred to or which performs the function of an interest rate swap agreement, currency swap
agreement, forward payment conversion agreement or futures contract; (ii) any contract providing for payments
based on levels of, or changes or differences in, interest rates, currency exchange rates, or stock or other indices; (iii)
any contract to exchange cash flows or payments or series of payments; or (iv) any type of contract called, or
designed to perform the function of, rate maintenance agreements, interest rate floors or caps, options, puts or calls
or to hedge or minimize any type of financial risk, including, without limitation, payment, currency, rate or other
financial risk.
Derivative Agreement Payments means regularly scheduled payments required to be made to a
Derivative Agreement Counterparty by the Issuer pursuant to a Derivative Agreement.
Derivative Agreement Termination Payments means any payments, that are not regularly scheduled,
required to be made to a Derivative Agreement Counterparty by the Issuer pursuant to, and in connection with the
termination, modification or novation of, a Derivative Agreement.
Division means Division of Liquor Control of the State of Ohio.
DTC means The Depository Trust Company, New York, New York.
Eligible Investments means Government Obligations, including obligations the principal and interest of
which are guaranteed by the full faith and credit of the United States, and, to the extent from time to time permitted
by law, (A) direct obligations of (i) Federal National Mortgage Association, (ii) Federal Home Loan Banks, (iii)
Federal Financing Bank, (iv) Federal Home Loan Mortgage Corporation, (v) Governmental National Mortgage
Association, (vi) Federal Housing Administration, (vii) Farmers Home Administration, and (viii) any other agency
or instrumentality of the United States of America, (B) certificates of deposit or time deposits of, or other interest
bearing accounts maintained by, any bank, any branch of any bank, trust company or national banking association
(including the Trustee and its affiliates) or any federally chartered savings and loan association; provided, however,
that such certificates of deposit or time deposits or other interest bearing accounts shall be fully secured, to the
extent not insured by the Federal Deposit Insurance Corporation, by Government Obligations or by obligations
described in clauses (i) to (viii), inclusive, of (A) above or (D) below, (C) evidences of ownership of a proportionate
interest in specified direct obligations of, or specified obligations the timely payment of the principal of and the
interest on which are unconditionally and fully guaranteed by, the United States of America, which obligations are
held by a bank or trust company organized and existing under the laws of the United States of America or any state
thereof in the capacity of custodian, but excluding proprietary zero coupon securities representing interest or
principal payments on U.S. Treasury securities such as CATs, TIGRs, ZEBRAs, LYONs, etc., (D) obligations
B-3
issued by any state of the United States, or any political subdivision of any such state, or any other municipal debt
obligations, including, but not limited to, conduit and other revenue bonds which are rated in one of the two highest
Rating Categories by at least two nationally recognized Rating Agencies, (E) shares of money market mutual funds
or commingled trust funds invested in Government Obligations or other obligations constituting Eligible
Investments or rated in one of the two highest Rating Categories by at least two nationally recognized Rating
Agencies, (F) any guaranteed investment contract with a counterparty rated in one of the two highest Rating
Categories by at least two nationally recognized Rating Agencies, (G) commercial paper rated in the highest Rating
Category by at least two nationally recognized Rating Agencies, (H) debt obligations of domestic corporations or
trusts rated in one of the two highest Rating Categories by at least two nationally recognized Rating Agencies, (I)
bankers acceptances of any bank which bank or its parent holding company has debt obligations rated in one of the
two highest Rating Categories by at least two nationally recognized Rating Agencies, (J) certificates of deposit or
time deposits of any bank, trust company or savings and loan which deposits are fully insured by a federally
sponsored deposit insurance program, (K) bankers acceptances of any bank, if the debt of such bank or its parent
holding company conforms to the rating requirements of (H) above, (L) repurchase agreements, entered in
conformance with prevailing industry standard guidelines, of Government Obligations or obligations listed in (A)
above, delivered versus payment to the Trustee and continuously collateralized with such Eligible Investments
having a fair market value equal to at least 102% of the counterpartys repurchase obligation, with counterparties
having debt rated in conformance with the rating requirements of (H) above, (M) investment agreements of any
corporation, which agreement or the corporations long term debt is rated by at least two nationally recognized
Rating Agencies in one of the two highest Rating Categories, (N) repurchase agreements with a bank or trust
company (including the Trustee and its affiliates) or a recognized securities dealer that is a primary dealer on the
Federal Reserve dealer list with capital, surplus and undivided profits in excess of Ten Million Dollars
($10,000,000) for Government Obligations or obligations described in clauses (i) to (viii), inclusive, of (A) above in
which the Trustee or its agent is given a first security interest and no third party has a lien thereon and having a fair
market value at all times equal to at least 102% of the amount of the repurchase obligation of the bank, trust
company or recognized securities dealer; provided, however, that (1) such obligations purchased must be transferred
to the Trustee or a third party agent by physical delivery or by an entry made on the records of the issuer of such
obligations, (2) the Trustee must receive confirmation from the third party that those securities are being held in a
safe-keeping account in the name of the Trustee and (3) those obligations shall be valued at least as frequently as
weekly (the trust or safe-keeping departments of broker-dealers or financial institutions selling investments or
pledging collateral or underlying securities, or their custodial agents, are not considered independent third parties for
purposes of this clause (N)), and (O) shares of a money market fund or commingled trust which fund or trusts
investments are restricted to Eligible Investments described in clauses (A) through (N) above. Any investment in
obligations described above may be made in the form of an entry made on the records of the issuer of the particular
obligation.
Encumbrance means any mortgage, lien, judgment, execution, pledge, charge, security interest,
restriction, easement, claim, trust, deemed trust or encumbrance of any nature whatsoever, whether arising by
operation of legal requirements or otherwise created.
First Supplemental Trust Indenture means the First Supplemental Trust Indenture dated as of the date of
issuance of the Bonds, between the Issuer and The Huntington National Bank, as trustee.
Fiscal Year means any twelve-month period beginning on July 1 of any calendar year and ending on June
30 of the following calendar year or such other consecutive twelve-month period designated from time to time in an
Officers Certificate delivered to the Trustee as the fiscal year for the Issuer; provided that, for the purpose of
making any historical calculation or determination, where the financial information of the Issuer does not coincide
with the fiscal year of the State and the historical period includes a period of time prior to the execution and delivery
of the Transfer Agreement, the financial information of the Issuer for its fiscal year ended within the States fiscal
year shall be utilized. References herein to a fiscal year of a specific entity shall be to that entitys actual fiscal year.
Force Majeure means, without limitation: (i) acts of God; strikes, lockouts or other industrial
disturbances; acts of public enemies; orders or restraints of any kind of the government of the United States or of the
State of any of their departments, agencies, political subdivisions or officials or any civil or military authority;
insurrections; civil disturbances; riots; epidemics; landslides; lightning; earthquakes; fires; hurricanes; tornados;
storms; droughts; floods; arrests, restraint of government and people; explosions; breakage, malfunction or accident
B-4
to facilities, machinery, transmission pipes or canals; partial or entire failure of utilities; shortages of labor,
materials, supplies or transportation; or (ii) any cause, circumstance or event not reasonably within the control of the
Issuer.
General Purpose Fund means a fund maintained in the custody of the Issuer, which may use or transfer
moneys held in the General Purpose Fund for any lawful purpose of the Issuer.
Government Obligations means direct obligations of, or obligations the timely payment of principal of
and interest on which are fully and unconditionally guaranteed by, the United States of America.
Governor means Ohio Governor John Kasich and all successors thereto.
Hedging Obligation means a Derivative Agreement, or a separate Parity Obligation issued to evidence or
secure a Derivative Agreement, including Derivative Agreement Payments or Derivative Agreement Termination
Payments, or any combination thereof, which Parity Obligation is designated as a Hedging Obligation in a
Supplemental Master Indenture.
House Bill 1 means Amended Substitute House Bill No. 1, adopted by the 129th Ohio General
Assembly.
House Bill 153 means Amended Substitute House Bill No. 153, adopted by the 129th Ohio General
Assembly.
Indenture means the Master Trust Indenture and a First Supplemental Trust Indenture and Second
Supplemental Trust Indenture thereto, each dated as of the date of issuance of the Bonds, between the Issuer and The
Huntington National Bank, as trustee.
Interest Payment Date means the first Business Day of each January and July, commencing July 1, 2013.
Interim Assets means the assets of the Liquor Enterprise owned or used solely in connection with any
Agency located in a county where a county tax on spirituous liquor sales authorized by Ohio law has been levied.
IRS means the United States Internal Revenue Service.
Issuer means JobsOhio Beverage System, any successor of JobsOhio Beverage System, and any and all
other party who may join and become obligated parties under the Indenture from time to time in conformity with the
requirements of the Transfer Agreement and the Indenture. Where this Offering Circular describes the delivery of
information, reports or other documentation to or from the Issuer, the giving of notice to or by the Issuer, or the
taking of an action or the making of a decision or the giving of an opinion by the Issuer, such references to the
Issuer shall mean JobsOhio Beverage System, the successor of JobsOhio Beverage System, or, with respect to the
Indenture, such other person or entity that may be designated in a written notice to the Trustee signed by an
authorized officer of JobsOhio Beverage System or its successor.
JobsOhio means JobsOhio, an Ohio nonprofit corporation.
JobsOhio Act means House Bill 1 and House Bill 153, collectively.
Liquor Enterprise Recommendations means actions recommended by the Consultant, if engaged by the
Issuer, that may be taken by the Issuer and the State Parties with respect to prices charged and costs incurred by the
Liquor Enterprise that would result in an amount of Liquor Enterprise Profits for the then-current Fiscal Year
sufficient to attain the Minimum Debt Service Coverage Ratio for such Fiscal Year.
Liquor Enterprise Revenues means (i) the sales of the Issuer representing the gross sales (after
application of any wholesale liquor discount) of spirituous liquor and (ii) applicable taxes and governmental charges
of any type collected by the Liquor Enterprise from the sale of spirituous liquor, calculated on an accrual basis.
B-5
Liquor Enterprise Profits means Liquor Enterprise Revenues remaining after all Ordinary Course Costs
and Expenses.
Master Trust Indenture means the Master Trust Indenture dated as of the date of Issuance of the Bonds,
between the Issuer and The Huntington National Bank, as trustee.
Minimum Debt Service Coverage Ratio means that the amount of Liquor Enterprise Profits in any Fiscal
Year shall be at least 1.35 times the Required Payments which are to be paid from Liquor Enterprise Profits in that
Fiscal Year on Outstanding Obligations.
Moodys means Moodys Investors Service, Inc., a corporation organized and existing under the laws of
the State of Delaware, its successors and their assigns, and if such corporation is dissolved or liquidated or no longer
performs the functions of a securities rating agency, Moodys shall be deemed to refer to any other nationally
recognized securities rating agency designated by the Issuer by notice to the Trustee, the trustee under a Related
Debt Indenture, if any, the holder and the issuer of any Related Debt.
non-U.S. Holder means a holder of Bonds that is not a U.S. Holder and is not a partnership or entity
treated as a partnership for U.S. federal income tax purposes.
Obligations means the Bonds, as well as any Additional Obligations (whether such Additional
Obligations are in parity with the Bonds or subordinate to the Bonds).
OBM means the Office of Budget and Management of the State of Ohio.
OID means an original issue discount.
Operations Fund means a fund maintained in the custody of JobsOhio Beverage System, money from
which shall be used solely for the payment of Operating Expenses.
Ordinary Course Costs and Expenses means any obligations incurred by the Issuer, in its sole and
absolute discretion, for costs of goods sold (calculated on a first-in first-out basis, including an appropriate
allocation of freight costs by the case), as well as administrative and other operating costs and expenses of running
the Liquor Enterprise in the Ordinary Course of Business and all taxes or governmental charges of any type imposed
on the Liquor Enterprise. Any amounts due pursuant to the Services Agreement and any depreciation (incurred in
connection with the activities and operations of the Liquor Enterprise) shall be included in Ordinary Course Costs
and Expenses. Notwithstanding anything to the contrary, any costs or expenses (a) incurred in connection with or
incidental to the non-Liquor Enterprises activities and operations, if any, of the Issuer, (b) related to and including
Required Payments, or (c) related to and including any amortization, impairment or depreciation (or alternative
method of expensing) of the Franchise, Transferred Assets, goodwill or any combination thereof, are excluded.
Ordinary Course of Business means the ordinary course of business consistent with past custom and
practice (including with respect to quantity and frequency) or, in the case of operating the franchise of the Liquor
Enterprise, in a manner consistent with the expense budget or business plan (as prepared pursuant to the Services
Agreement) for such activity.
Outstanding means in the case of any Obligations (including any Subordinated Indebtedness) or any
Related Debt, all Obligations (including all Subordinated Indebtedness) or all Related Debt, as the case may be,
except:
(i) Obligations or Related Debt canceled after purchase in the open market or after payment at or
prepayment or redemption prior to maturity;
(ii) Obligations or Related Debt for the payment or redemption of which cash or Escrow Securities,
or a combination thereof, have been deposited with the Trustee, the lender or a trustee or
fiduciary for such lender, or the Related Debt Trustee, as applicable (whether upon or prior to the
maturity or redemption date thereof); provided that if such Obligations or Related Debt is to be
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prepaid or redeemed prior to its maturity, notice of prepayment or redemption has been given or
irrevocable arrangements satisfactory to the Trustee, the lender or a trustee or fiduciary for such
lender, or the Related Debt Trustee, as applicable, has been made therefor, or waiver of such
notice satisfactory in form to the Person entitled to such notice has been filed with that Person;
(iii) Obligations or Related Debt in lieu of which other instruments or securities have been
authenticated and delivered; and
(iv) For the purpose of all consents, approvals, waivers and notices required to be obtained or given
under the Indenture, any relevant loan document relating to Obligations, or any Related Debt
Indenture, as applicable, by the holders of a specified percentage of the principal amount of all
Obligations or Obligations of any series or Obligations or Related Debt held or owned by the
Issuer shall be disregarded.
Notwithstanding the foregoing, any Obligation securing Related Debt shall be deemed Outstanding only if
such Related Debt is Outstanding.
Parity Obligations means the Bonds and all Additional Obligations that are in parity with the Bonds.
Permitted Franchisee Encumbrance means an Encumbrance that is identified by the Issuer in writing to
the State Parties after the date on which the transactions contemplated under the Transfer Agreement have closed.
Purchase Agreement means a bond purchase agreement entered into between the Issuer and J.P. Morgan
Securities LLC, Citigroup Global Markets Inc., on behalf of the underwriting group.
Rebate Fund, if any, means a trust fund maintained in the custody of a Related Debt trustee as provided
in a Related Debt indenture as a trust fund separate and distinct from all other funds of the Issuer and is used solely
for the payment of rebate amounts to the United States.
Regulatory Functions include, among other functions: issuing new licenses and permits for all
manufacturer, wholesale distributor, and retail liquor licenses for the State; processing and issuing liquor licenses
pursuant to the quota and other provisions of Ohio law; conducting inspections and investigations of permit
premises; administrating new location, transfer of location, and transfer of ownership applications; reviewing
qualifications of licensees, including background checks; reviewing the qualifications of agencies and prospective
agencies (including the physical structure, financial stability of ownership, and wet/dry status); administrating liquor
license renewals; issuing permits of various classes; enforcing hours of operation and Sunday sales; reviewing local
options pursuant to Ohio law; sending notifications of permit applications to the local legislative authority and
police; reviewing locations for violations; overseeing and administrating various facets of beer and wine
manufacturing, sale, transportation and distribution within the state, including out of state suppliers, product
registrations, and territory designations; issuing Tax Non-Renewal Orders; processing expansions or diminutions of
permit premises; approving transfers of products between permit premises; approving tastings of beer, wine, and
mixed beverages; and conducting hearings pursuant to objections by legislative authorities or institutions.
Related Debt means (a) any revenue or general obligation bonds issued by the Issuer in consideration,
whether in whole or in part, of the execution, authentication and delivery of an Obligation or Obligations to the
holder of such Related Debt or the Related Debt Trustee and (b) any revenue notes, bonds or similar obligations
issued by a state, commonwealth or territory of the United States or a municipal corporation, county or other
political subdivision formed under the laws thereof or any constituted authority, agency or instrumentality of any of
the foregoing empowered to issue obligations on its behalf, the proceeds of which are loaned or otherwise made
available to the Issuer in consideration, whether in whole or in part, of the execution, authentication and delivery of
an Obligation or Obligations to or upon the order of such governmental issuer.
Related Debt Indenture means any indenture, bond resolution or similar instrument pursuant to which
any series of Related Debt is issued.
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Related Event of Default means the occurrence of an event of default by the Issuer under any instrument
to which the Issuer is a party and as to which a Parity Obligation has been issued to evidence or secure its
obligations thereunder, including without limitation, an event of default under a Related Loan Document, a Related
Debt Indenture a mortgage, a financing lease, a reimbursement agreement, a standby bond purchase agreement or an
agreement with a guarantor or insurer of the Obligations.
Related Loan Document means the document or documents (including without limitation any loan
agreement, lease, sublease or installment sales contract) pursuant to which proceeds of Related Debt are loaned,
advanced or otherwise made available to or for the benefit of the Issuer (or any Property financed or refinanced with
such proceeds is leased, sublet or sold to the Issuer).
Required Debt Service Ratio means a Debt Service Coverage Ratio of at least 1.50, calculated based on a
projected annual growth rate of Liquor Enterprise Profits that is not more than 50% of the compound average annual
growth rate of Liquor Enterprise Profits for the most recent ten-year period, whether the franchise of the Liquor
Enterprise was held by Issuer for that entire ten-year period or not, and provided, that, only with respect to any years
of the ten-year period that occurred prior to the closing of the transactions contemplated by the Transfer Agreement,
the foregoing calculations shall be made utilizing the figures set forth on Schedule V of the Franchise and Transfer
Agreement.
Required Payment means any amount required to be paid under or upon the Obligations, whether at
maturity, by acceleration, upon proceeding for redemption or otherwise, including without limitation, principal,
interest, premium, Derivative Agreement Payments and Derivative Agreement Termination Payments related to
Derivative Indebtedness which is an Obligation, amounts due under a reimbursement agreement, standby bond
purchase agreement, or similar ancillary agreement, and the purchase price of Related Debt tendered or deemed
tendered for purchase pursuant to the terms of a Related Debt Indenture.
Required Reserves means any reserve amount required under a Related Debt Indenture, Related Loan
Documents or a Supplemental Master Indenture.
Required Reserve Deficiency means the difference between the total of the Required Reserves and the
amount on deposit in the Debt Service Reserve Fund as of the last day of the immediately preceding Fiscal Year.
Reversion Date means a date upon the termination or expiration of the Transfer Agreement, and one day
after the satisfaction and performance of the pre-remedy arrangements described herein.
Second Supplemental Trust Indenture means the Second Supplemental Trust Indenture dated as of the
date of issuance of the Bonds between the Issuer and The Huntington National Bank, as trustee.
Series 2013A Bonds means the Issuers $423,055,000
Statewide Senior Lien Liquor Profits Tax-Exempt

Revenue Bonds, Series 2013A.
Series 2013B Bonds means the Issuers $1,103,685,000* Statewide Senior Lien Liquor Profits Taxable
Revenue Bonds, Series 2013B.
S&P means Standard & Poors Ratings Services, a Division of the McGraw-Hill Companies, Inc.
Service Fees means (a) all ordinary and recurring costs and expenses of the Division in providing the
covered services (as such costs and expenses will be reported to the Issuer by the Division and, including, but not
limited to, allocations of overhead, time, and other expenses for the Liquor Enterprise from the Division), (b) all
extraordinary, non-recurring costs and expenses (each extraordinary expense not to exceed 2% the Fiscal Years
estimated expenses and all extraordinary expenses in a Fiscal Year not to exceed 4% of that Fiscal Years estimated

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expenses, unless otherwise consented to by the Issuer) and (c) all capital expenditures mutually agreed upon by the
Division and the Issuer.
Services Agreement means that certain Operations Services Agreement dated January 20, 2012 between
and among the Issuer, JobsOhio, OBM and the Division.
State means the State of Ohio.
State Parties means the Division and the OBM, collectively.
State Profits Remedy means the State Parties right to, subject to the arrangements described in
SUMMARY OF THE TRANSFER AGREEMENT Pre-Remedy Arrangements, elect to receive any Liquor
Enterprise Profits remaining after all Ordinary Course Costs and Expenses in that Fiscal Year, Required Payments in
that Fiscal Year and related payments necessary to replenish reserve funds in that Fiscal Year have been paid from
the Liquor Enterprise Profits.
State Stores means State-operated liquor stores.
Statutory Merchandising Functions include, among other functions: selecting spirituous liquor products,
including size; determining which Agency locations will sell particular products; controlling the purchase of
spirituous liquor for distribution to Agencies; reviewing and approving trucking contracts for spirituous liquor
distribution purposes; reviewing and approving warehouse contracts; determining Agency shelf sets; auditing
agencies for compliance with Ohio law; fixing the wholesale and retail prices at which the various classes, varieties,
and brands of spirituous liquor are sold (pursuant to statutory provisions, including gross profit caps); selecting new
Agency sites in a manner consistent with Ohio law, including compliance with quota and county limits; fixing the
amount of commissions paid to liquor contract agencies; monitoring of and adherence to the statutory number of
liquor agencies in a county; processing of legislative notice for new Agency location proposals, assignments of an
Agency contract, Agency relocation proposals, or the relocation and assignment of an Agency; notifying appropriate
authorities if a proposed Agency, assignment of an Agency contract, or relocation of an existing Agency store would
cause such Agency to be located within 500 feet of the school, church, library, public playground, or township park;
processing the relocation of an Agency or reassignment and relocation of an existing Agency store; issuing non-
quota licenses for agencies; establishing bonding requirements for each Agency; administering Agency contracts for
the sale of spirituous liquor; determining the location of all state liquor stores; processing of and setting standards
for expansions or diminutions of permit premises; selecting new state liquor agencies; approving tastings of
spirituous liquor; conducting hearings pursuant to objections by legislative authorities or institutions; assigning retail
accounts for the wholesale portion of spirituous liquor Agency contract; registering new spirituous liquor products
listed; registering spirituous liquor suppliers; and registering spirituous liquor solicitors.
Subordinated Indebtedness Debt Service Fund means a fund maintained in the custody of the trustee
under any subordinated indebtedness trust indenture, money from which be used solely for the payment by the
trustee under any subordinated indebtedness trust indenture of service charges on such subordinated indebtedness.
Subordinated Indebtedness Debt Service Reserve Fund means a fund maintained in the custody of the
trustee under any subordinated indebtedness trust indenture, money from which may be used solely for the payment
by the trustee under any subordinated indebtedness trust indenture of service charges on such subordinated
indebtedness.
Supplemental Master Indenture means an indenture amending or supplementing the Indenture entered
into pursuant to Article VIII of the Master Trust Indenture.
Subordinated Indebtedness means all indebtedness issued pursuant to Section 212 of the Indenture, the
payment of which is specifically subordinated to payments due and payable from time to time on the Parity
Obligations, or the principal of and interest on which would not be paid (whether by the terms of such indebtedness
or by agreement of the obligee) when the Parity Obligations are in default or while bankruptcy, insolvency,
receivership or other similar proceedings are pending.
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Tax Expiration Date means the expiration date of any such tax that was in existence on the date of the
commencement of the transactions contemplated by the Transfer Agreement.
Tax Fund means a trust fund maintained in the custody of the Trustee, money from which will be used to
pay taxes on Liquor Enterprise sales due to the State Department of Taxation and amounts due to the General
Revenue Fund of the State pursuant to Ohio law.
Transfer Agreement means that certain Franchise and Transfer Agreement entered into among the Issuer,
JobsOhio, the Department of Commerce, the Division and the OBM.
Transferred Assets means certain assets to be used in connection with the franchise, including, among
other assets, the States spirituous liquor inventory, leases for warehouse space and certain vendor contracts
necessary for the operation of the Liquor Enterprise.
Treasury Rate means, with respect to any redemption date for a particular Series 2013B Bond, the yield
to maturity as of such redemption date of United States Treasury securities with a constant maturity (as compiled
and published in the most recently published statistical release designated H.15(519) Selected Interest Rates (the
Statistical Release) that has become publicly available at least two Business Days, but not more than forty-five
(45) calendar days, prior to the redemption date (excluding inflation-indexed securities) (or, if such Statistical
Release is no longer published, any publicly available source of similar market data) most nearly equal to the period
from the redemption date to the maturity date of the Series 2013B Bond to be redeemed; provided, however, that if
the period from the redemption date to such maturity date is less than one year, the weekly average yield on actually
traded United States Treasury securities, adjusted to a constant maturity of one year will be used.
Trust Estate shall carry the meaning set forth in INTRODUCTION Security herein.
Trustee means The Huntington National Bank, Attn: Corporate Trust, 7 Easton Oval - EA4E63,
Columbus, Ohio 43219.
Underwriters means the underwriters listed on the cover of this Offering Circular.
U.S. Holder means a holder of Bonds that is, for U.S. federal income tax purposes: (i)an individual who
is a citizen or resident of the United States; (ii)a corporation, or other entity taxable as a corporation for U.S. federal
income tax purposes, created or organized in or under the laws of the United States, any state thereof or the District
of Columbia; (iii) an estate the income of which is subject to U.S. federal income tax regardless of its source; or (iv)
a trust (a) if a U.S. court is able to exercise primary supervision over administration of the trust and one or more
U.S. persons have authority to control all substantial decisions of the trust, or (b) that has a valid election in place
under applicable Treasury Regulations to be treated as a domestic trust.
Violation means an act or omission by a director or officer of the Issuer or JobsOhio, in the course and
scope of his or her duties and responsibilities at the Issuer or JobsOhio, constituting either a crime punishable as a
felony or a material violation of applicable law.
Work Plan means a plan to take such other actions as the Issuer and the Division agree upon to increase
the Debt Service Coverage Ratio for the then-current Fiscal Year, and have the Consultant certify in writing that the
alternative plan is, in its opinion, likely to result in the achievement of the Minimum Debt Service Coverage Ratio
for the then-current Fiscal Year.
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APPENDIX C
Summary of Certain Provisions of the Indenture
The Bonds will be issued pursuant to and secured by the Indenture. The Indenture contains provisions as to
Obligation authentication, registration, transfer, exchange and replacement, redemption, remedies upon default,
duties of the Trustee (and its successors), supplemental master indentures, and defeasance, among others. Certain
provisions of the Indenture as to establishment of special funds and accounts, investments, events of default,
remedies, enforcement by mandamus, defeasance, redemption, non-presentment of Obligations, and supplemental
master indentures, including the Series 2013 Supplemental Master Indenture, are summarized below.
Investments
Money in the Debt Service Fund and the Debt Service Reserve Fund will be invested and reinvested by the
Trustee in Eligible Investments at the oral (confirmed in writing) or written direction of the Issuer. Investments of
money in the Debt Service Fund will mature or be redeemable at the option of the Trustee at the times and in the
amounts necessary to pay Required Payments when due at stated maturity or pursuant to any mandatory sinking
fund requirements. Investments of money in the Debt Service Reserve Fund will mature or be redeemable at the
option of the Trustee within five years of the investment. Subject to any directions from the Issuer with respect
thereto, from time to time the Trustee may sell those investments and reinvest the proceeds from those investments
in Eligible Investments maturing or redeemable as required under the Indenture. The Trustee will sell or redeem
investments credited to the Debt Service Fund and to the Debt Service Reserve Fund in the amounts and at the times
required for the purpose of paying Required Payments when due, and will do so without necessity for any order on
behalf of the Issuer and without restriction by reason of any order. Money in the Revenue Fund, the Tax Fund, the
Deferred Payment Reserve Fund and the Rebate Fund will be invested and reinvested by the Trustee in Eligible
Investments, at the oral (confirmed in writing) or written direction of the Issuer, that mature or be redeemable at the
option of the Issuer at the times and in the amounts necessary to permit the payments described under the heading
SOURCES AND SECURITY FOR THE PAYMENT OF THE BONDS Flow of Funds of the Offering
Circular to be made from that Fund. Money in the Subordinated Indebtedness Debt Service Fund and the
Subordinated Indebtedness Debt Service Reserve Fund will be invested, as appropriate, by the Issuer, or the trustee
under a Subordinated Indebtedness Trust Indenture at the oral (confirmed in writing) or written direction of the
Issuer, in Eligible Investments. An investment made from money credited to any Fund shall constitute part of that
Fund and each Fund shall be credited with all proceeds of sale and income from the investment of money credited
thereto. Any investments constituting Eligible Investments may be purchased from or sold to the Trustee or any
bank, trust company or savings and loan association affiliated with it.
Events of Default
Each of the following is an Event of Default:
(a) any failure of the Issuer to make any Required Payment due on any Parity Obligation
when due and payable, whether at maturity, upon any date fixed for prepayment or by
acceleration or otherwise; or
(b) any failure of the Issuer to comply with, observe or perform any other covenant,
condition, agreement or provision of the Indenture and to remedy such failure within
sixty (60) days after written notice thereof to the Issuer from the Trustee or from the
holders of at least twenty-five percent (25%) in aggregate principal amount of the
Outstanding Debt Obligations; provided, that if such default cannot with due diligence
and dispatch be wholly cured within sixty (60) days but can be wholly cured, the failure
of the Issuer to remedy such default within such sixty (60)-day period shall not constitute
an Event of Default if, promptly after receipt of such notice, the Issuer commences and
proceeds to complete the cure of such failure with due diligence and dispatch; or
(c) any representation or warranty made by the Issuer in the Indenture or in any supplemental
master indenture or in any statement or certificate furnished to the Trustee or the original
purchaser of any Parity Obligation, or furnished by the Issuer hereto or any supplemental
master indenture, (1) proves untrue in any material respect as of the date it is made and
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(2) is not corrected or brought into compliance within sixty (60) days after written notice
thereof to the Issuer from the Trustee or from the holders of at least twenty-five percent
(25%) in aggregate principal amount of the Outstanding Parity Obligations; or
(d) the occurrence of a Related Event of Default; or
(e) the Issuer admits insolvency or bankruptcy or its inability to pay its debts as they mature,
or is generally not paying its debts as such debts become due, or makes an assignment for
the benefit of creditors or applies for or consents to the appointment of a trustee,
custodian or receiver for the Issuer, or for the major part of its property; or
(f) bankruptcy, dissolution, reorganization, arrangement, insolvency or liquidation
proceedings, proceedings under Title 11 of the United States Code, as amended, or other
proceedings for relief under any bankruptcy law or similar law for the relief of debtors
are instituted by or against the Issuer (other than bankruptcy proceedings instituted by the
Issuer against third parties), and if instituted against the Issuer are allowed against the
Issuer or are consented to or are not dismissed, stayed or otherwise nullified within ninety
(90) days after such institution.
Notwithstanding the above, in the event of an occurrence described in clauses (e) or (f) above, if the Issuer
(or any party who is included as an Issuer) withdraws from the Indenture in accordance with its provisions within
ninety (90) days after the date of such occurrence, such occurrence will not constitute an Event of Default. Provided
further that, that no event described in subparagraph (b) or (c) above constitutes an Event of Default under
subparagraph (b) or (c), if that event is a result of Force Majeure, except in the case of a failure to carry insurance or
to pay other amounts payable under the Indenture. The Issuer will give notice promptly to the Trustee of any event
of Force Majeure and the Issuer will use its best efforts to remedy that event with all reasonable dispatch; provided
that the Issuer will not be required to settle strikes, lockouts or other industrial disturbances by acceding to the
demands of any opposing person or entity, when in the Issuers judgment, that course would be unfavorable to it.
The Indenture does not require the furnishing of periodic evidence to the Trustee as to the absence of
defaults or Events of Default under the Indenture or as to compliance with the terms of the Indenture, although the
Issuer is required to file certain financial statements with the Trustee as described under the heading
CONTINUING DISCLOSURE in the Offering Circular.
Remedies
Upon the occurrence of any Event of Default described above, the Trustee may, and upon the written
request of the holders of not less than 25% in principal amount of the then-Outstanding Parity Obligations affected
by the Event of Default the Trustee shall, upon being properly indemnified, take appropriate actions, to enforce all
the rights of the bondholders, bring suit on the Parity Obligations, require any person holding moneys, documents or
other property pledged to secure amounts due or to become due on Parity Obligations to account, enjoin any
unlawful activities or activities in violation of the bondholders rights and enforce any other rights of holders of
Parity Obligations under law or the Indenture.
In addition to the appropriate actions described in the preceding paragraph, the Trustee may apply to a
court for the appointment of a receiver to receive and administer the rights and properties pledged under the
Indenture, if any, and of the revenues, issues, payments and profits thereof, pending such proceedings, with such
powers as the court making such appointment shall confer and to pay all Required Payments, and/or by notice in
writing delivered to the Issuer declare the principal of all Outstanding Parity Obligations and the interest accrued on
the Parity Obligations immediately due and payable. Provision is made for the rescission of that last declaration
upon the payment of all amounts due, and for waivers in connection with Events of Default.
The holders of a majority in principal amount of all Outstanding Parity Obligations will have the right, by
written instrument delivered to the Trustee, to direct the method and place of conducting all proceedings under the
Trust Agreement, provided that the direction is in accordance with the provisions of law and of the Trust Agreement
and the Trustee is indemnified to its satisfaction. The Trustee shall have the right to decline to follow any such
direction which in the Trustees opinion would be unjustly prejudicial to holders of the Parity Obligations not parties
to that direction.
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The Indenture provides that before taking remedial action the Trustee may require that a satisfactory
indemnity bond be provided for the reimbursement of all expenses to which it may be put and to protect it against all
liability, except liability which is adjudicated to have resulted from the Trustees negligence or willful default. The
Trustee may act without this indemnity, in which case its expenses are reimbursable.
The holders of the Parity Obligations are not entitled to enforce the provisions of the Indenture or to
institute, appear in, or defend any suit, action or proceeding to enforce any rights, remedies or covenants granted or
contained in the Indenture or to take any action with respect to any Event of Default under the Indenture except as
provided in the Indenture.
Defeasance
The Indenture and the estate and rights granted thereunder shall cease and become null and void, and the
Trustee will, upon written request of the Issuer, and upon receipt by the Trustee of an Officers Certificate and an
opinion of Counsel acceptable to the Trustee (each stating that in the opinion of the signers all conditions precedent
to the satisfaction and discharge of the Indenture have been complied with) execute instruments acknowledging
satisfaction of and discharging the Indenture and the lien thereof if the Issuer:
(a) pays or provides for the payment of the entire indebtedness on all Parity Obligations Outstanding
(including any Parity Obligations owned by the Issuer) in one or more of the following ways:
(i) by paying or causing to be paid any Required Payments due under all Obligations Outstanding,
as and when the same become due and payable;
(ii) by depositing with the Trustee, in trust, at or before maturity, moneys in an amount sufficient
to pay or redeem (when redeemable) all Parity Obligations Outstanding (including the payment of
any Required Payments due under such Parity Obligations to the maturity or redemption or other
final payment date thereof), provided that such moneys, if invested, shall be invested at the
direction of the Issuer in Escrow Securities, in an amount, without consideration of any income or
increment to accrue thereon, sufficient to pay or redeem (when redeemable) and discharge the
Required Payments payable on all Parity Obligations Outstanding at or before their respective
maturity dates, with the understanding that the investment income on such Escrow Securities may
be used at the direction of the Issuer for any other lawful purpose;
(iii) by delivering to the Trustee, for cancellation by it, all Parity Obligations Outstanding; or
(iv) by depositing with the Trustee, in trust, before maturity, Escrow Securities in such amount as
will, together with the income or increment to accrue thereon, without consideration of any
reinvestment thereof, be fully sufficient to pay or redeem (when redeemable) and discharge the
amounts due on all Obligations Outstanding at or before their respective maturity or due dates;
(b) pays or causes to be paid all other amounts payable under the Indenture by the Issuer; and
(c) where any such Parity Obligations are to be redeemed prior to the maturity thereof, provide notice of
such redemption in accordance with the requirements of the Indenture or on terms satisfactory to the
Trustee.
The satisfaction and discharge of the Indenture will be without prejudice to the Trustees right to charge
and be reimbursed by the Issuer for any expenditures that it may thereafter incur in connection with the Indenture.
Thereafter, the Obligation holders will be entitled to payment only out of the money or Escrow Securities deposited
with the Trustee provided in this Section of the Indenture.
Any money, funds, securities, or other Property remaining on deposit under the Indenture (other than the
Escrow Securities or other money deposited in trust as above provided) will, upon the full satisfaction of the
Indenture, be transferred immediately, paid over and distributed to the Issuer.
The Issuer may at any time surrender to the Trustee for cancellation by it any Parity Obligations previously
authenticated and delivered that the Issuer may have acquired in any manner whatsoever, and such Parity
Obligations, upon such surrender and cancellation, shall be deemed to be paid and retired.
The Trustee may rely upon calculations provided by the Issuer as to the adequacy of moneys and Escrow
Securities to provide for payments as referred to in the Indenture.
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Unclaimed Moneys
Any moneys deposited with the Trustee by the Issuer in accordance with the terms of the Indenture, in
order to redeem or pay any Obligation in accordance with the provisions of the Indenture, and remaining unclaimed
by the owners of the Obligation for four years after the date fixed for redemption or of maturity, as the case may be,
shall, if the Issuer is not at the time to the knowledge of the Trustee in default under the Indenture, or the
Obligations, be repaid by the Trustee to the Issuer upon its written request and thereafter the owners of the
Obligation shall be entitled to look only to the Issuer for payment thereof from Liquor Enterprise Profits. If any
Obligation or evidence of beneficial ownership of such Obligation shall not be presented for payment when the
principal thereof or other Required Payments thereunder becomes due (whether at maturity, by acceleration, upon
call for redemption, upon purchase or otherwise), all liability of the Issuer to the registered owner thereof for the
payment of such Obligation shall forthwith cease, terminate and be completely discharged if funds sufficient to pay
such Obligation and interest due thereon, if any, are held by the Trustee uninvested for the benefit of the registered
owner thereof. The registered owner shall thereafter be restricted exclusively to such funds for any claim of
whatever nature on his or her part under the Indenture or on, or with respect to, such Obligation.
Covenant to Enforce the Agreements
The Issuer has covenanted to enforce the obligations of the State with respect to the Liquor Enterprise, the
Transfer Agreement and the Services Agreement or will assign its rights to do so to the Trustee.
Bankruptcy Covenant
The Issuer has covenanted that it will not institute bankruptcy, dissolution, reorganization, arrangement,
insolvency or liquidation proceedings, proceedings under Title 11 of the United States Code, as amended, or other
proceedings for relief under any bankruptcy law or similar law for the relief of debtors.
Supplemental Master Indentures; Modifications
A supplemental master indenture is to be entered into in connection with the issuance of each series of
Obligations providing for, among other things, provisions to make necessary or advisable amendments to the Master
Trust Indenture in connection with the issuance of the series of Obligations that will not materially adversely affect
the interests of holders of the Outstanding Obligations, the date of those Obligations, the date or dates on which any
Required Payments due under those Obligations shall be payable, the other terms and conditions of those
Obligations, the form of the Obligations of that series and the conditions precedent to the delivery of those
Obligations. The First Supplemental Trust Indenture and the Second Supplemental Trust Indenture, each to be dated
as of [__________, 2013], have been authorized in connection with the Bonds. No other supplemental master
indenture has been entered into or authorized at this time.
Supplemental master indentures, other than those described above and in the next paragraph, modifying,
altering, amending, adding to or rescinding any of the terms or provisions of the Indenture, require the consent and
approval of the owners of not less than a majority in aggregate principal amount of the Outstanding Obligations to
be affected thereby except that (i) without the consent of the holder of each Obligation so affected, there can be no
extension of the maturity of any Obligation, or any reduction in the amount or extension of the time of any payment
due under any Obligation, (ii) without the consent of the holders of all of the Outstanding Obligations, there can be
no reduction in the aggregate principal amount of the Obligations the holders of which are required to consent to that
supplemental master indenture, (iii) except as permitted in the Master Trust Indenture, without the consent of the
holder of each Obligation so affected, there can be no creation of a privilege or priority of any Obligation over any
other Obligation, or (iv) without the written consent of the Trustee, there can be no modification of the rights, duties
or immunities of the Trustee.
The Issuer and the Trustee, without consent of or notice to any bondholders, may enter into supplemental
master indenture for any one or more of the following purposes: to cure any ambiguity or defective provision in or
omission from the Indenture; to grant to or confer upon the Trustee for the benefit of the Obligation holders any
additional rights, remedies, powers or authority that may lawfully be granted to or conferred upon the Obligation
holders or the Trustee, or any of them, to add covenants of the Issuer thereafter to be observed for the protection of
the Obligation holders, or to surrender or limit any right or power conferred upon the Issuer in the Indenture,
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including, but not limited to, any amendments necessary to establish or maintain any credit ratings applicable to the
Issuer; to assign and pledge any additional revenues, properties or collateral; to evidence the succession of another
entity to the agreements of an obligor under the Indenture; to permit the qualification of the Indenture under the
Trust Indenture Act of 1939, as amended, or any similar federal statue then in effect or to permit the qualification of
any Obligations for sale under the securities laws of any state of the United States; to provide for the refunding or
advance refunding of any Obligation, including provisions to make necessary or advisable amendments to the
Indenture in connection with the issuance of those Obligations that will not materially adversely affect the interests
of holders of Obligations then Outstanding; to provide for the issuance of Parity Obligations, including provisions to
make necessary or advisable amendments to the Indenture in connection with that issuance that will not materially
adversely affect the holders of outstanding Parity Obligations; to add additional obligors or remove additional
obligors to the Indenture; subject to the provisions of the Indenture, to permit an Obligation to be secured by
security that is not extended to all Obligation holders; to modify or eliminate any of the terms of this Indenture;
provided, however, that such supplemental master indenture shall expressly provide that any such modifications or
eliminations shall become effective only when there is no Obligation Outstanding of any series issued prior to the
execution of that supplemental master indenture; to achieve compliance of the Indenture with any applicable federal
tax law; and to permit any other amendment which, in the judgment of the Trustee, materially adversely affect the
rights or interests of the holders of the Outstanding Obligations, including without limitation any modification,
amendment or supplement to the Indenture or any Supplemental Master Indenture in a manner that will establish or
maintain exemption of interest on any Obligation from federal income taxation under the applicable provisions of
the Code.
APPENDIX D
Form of Transfer Agreement
EXECUTION COPY
FRANCHISE AND TRANSFER AGREEMENT
by and among
THE DEPARTMENT OF COMMERCE
OF THE STATE OF OHIO,
THE OFFICE OF BUDGET AND MANAGEMENT
JOBSOHIO
and
January 4, 2013
TABLE OF CONTENTS
Page
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ARTICLE 1 - DEFINITIONS AND INTERPRETATION................................................................. 2
1.1 Definitions............................................................................................................. 2
1.2 Interpretation. .................................................................................................... 13
ARTICLE 2 PURCHASE AND TRANSFER OF FRANCHISE AND ASSETS......................... 15
2.1 Grant of Franchise; Transfer of Assets. .......................................................... 15
2.2 Liabilities. ........................................................................................................... 15
2.3 Non-Assignable Assets. ...................................................................................... 16
2.4 Shared Contract. ................................................................................................ 16
2.5 Rights in Assigned Contracts and Contract Rights. ....................................... 17
2.6 Allocation. ........................................................................................................... 17
2.7 Interim Operations. ........................................................................................... 17
ARTICLE 3 CONSIDERATION................................................................................................... 17
3.1 Total Consideration. .......................................................................................... 17
3.2 Closing Date Payments. ..................................................................................... 18
3.3 Unpaid Charges.................................................................................................. 18
3.4 Post-Closing Adjustments. ................................................................................ 19
3.5 Deferred Payments............................................................................................. 20
3.6 Revitalization Program. .................................................................................... 22
3.7 Transaction Expenses. ....................................................................................... 23
ARTICLE 4 - CLOSING AND DELIVERIES ................................................................................. 23
4.1 The Closing. ........................................................................................................ 23
4.2 Effective Time..................................................................................................... 23
4.3 Deliveries at the Closing. ................................................................................... 23
ARTICLE 5 - OPERATION OF THE LIQUOR FRANCHISE ....................................................... 23
5.1 Generally............................................................................................................. 23
5.2 Regulatory Functions......................................................................................... 24
5.3 Statutory Merchandising Functions................................................................. 24
ARTICLE 6 - DLC REPRESENTATIONS AND WARRANTIES. ................................................ 24
6.1 Organization and Authority.............................................................................. 24
6.2 Non-contravention. ............................................................................................ 24
6.3 Advisors Fees..................................................................................................... 25
6.4 Title to Assets...................................................................................................... 25
6.5 Financial Statements.......................................................................................... 25
6.6 Assigned Contracts and Contract Rights. ....................................................... 25
6.7 Notes and Accounts Receivable. ....................................................................... 26
TABLE OF CONTENTS
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6.8 Insurance. ........................................................................................................... 26
6.9 Compliance with Legal Requirements. ............................................................ 26
6.10 Litigation............................................................................................................. 26
6.11 Inventory............................................................................................................. 26
ARTICLE 7 - OBM REPRESENTATIONS AND WARRANTIES ................................................ 26
7.1 Organization and Authority.............................................................................. 26
7.3 Advisors Fees..................................................................................................... 27
7.4 Compliance with Legal Requirements. ............................................................ 27
ARTICLE 8 - FRANCHISEE REPRESENTATIONS AND WARRANTIES................................. 27
8.1 Organization of Franchisee; Tax Exemption. ................................................. 27
8.2 Franchisee Governance Documents. ................................................................ 27
8.3 Authority............................................................................................................. 28
8.4 Parent, Subsidiaries and Affiliates. .................................................................. 28
8.5 Authorization of Transaction............................................................................ 28
8.7 Compliance with Legal Requirements; Litigation.......................................... 28
8.8 Ability to Perform at Closing............................................................................ 29
8.9 Brokers and Advisors Fees. ............................................................................ 29
8.10 Business Operations........................................................................................... 29
ARTICLE 9 - JOBSOHIO REPRESENTATIONS AND WARRANTIES...................................... 29
9.1 Organization of JobsOhio; Tax Exemption..................................................... 29
9.2 JobsOhio Governance Documents.................................................................... 29
9.3 Authority............................................................................................................. 29
9.4 Ownership........................................................................................................... 30
9.5 Authorization of Transaction............................................................................ 30
9.7 Compliance with Legal Requirements; Litigation.......................................... 30
9.8 Ability to Perform at Closing............................................................................ 30
9.9 Brokers and Advisors Fees. ............................................................................ 31
ARTICLE 10 - PRE-CLOSING COVENANTS............................................................................... 31
10.1 General................................................................................................................ 31
10.2 Notices and Consents. ........................................................................................ 31
10.3 Injunctions. ......................................................................................................... 31
10.4 Policies of Insurance; Agency Performance Bonds. ....................................... 31
10.5 Operation of Liquor Business. .......................................................................... 32
10.6 Reasonable Access.............................................................................................. 32
10.7 Notice of Developments. .................................................................................... 32
TABLE OF CONTENTS
(continued)
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10.8 Transition Matters. ............................................................................................ 33
ARTICLE 11 - CONDITIONS TO THE OBLIGATIONS OF THE FRANCHISEE
PARTIES ............................................................................................................. 33
11.1 DLC Conditions. ................................................................................................ 33
11.2 OBM Conditions. ............................................................................................... 34
11.3 State Parties. ....................................................................................................... 35
11.4 Bond Defeasance. ............................................................................................... 35
11.5 Contemplated Transactions. ............................................................................. 35
11.6 DLC Services Agreement. ................................................................................. 35
11.7 Opinion................................................................................................................ 35
11.8 DOD Agreement................................................................................................. 35
11.9 Transaction Obligations Completion. .............................................................. 35
ARTICLE 12 - CONDITIONS TO THE OBLIGATIONS OF THE STATE PARTIES ................. 35
12.1 Franchisee Conditions. ...................................................................................... 36
12.2 JobsOhio Conditions.......................................................................................... 36
12.3 DLC Services Agreement. ................................................................................. 37
12.4 Franchisee Parties. ............................................................................................. 37
12.5 Amounts Provided. ............................................................................................ 37
12.6 Bond Defeasance. ............................................................................................... 37
12.7 Opinion................................................................................................................ 37
12.8 Transaction Obligations. ................................................................................... 37
12.9 DOD Agreement................................................................................................. 37
12.10 Contemplated Transactions. ............................................................................. 37
ARTICLE 13 - TERMINATION PRIOR TO THE CLOSING ........................................................ 38
13.1 Pre-Closing Termination of Agreement........................................................... 38
13.2 Effect of Pre-Closing Termination. .................................................................. 38
ARTICLE 14 - AFFIRMATIVE COVENANTS .............................................................................. 38
14.1 Affirmative Covenants of the Parties. .............................................................. 38
14.2 Affirmative Covenant of the State Parties....................................................... 39
14.3 Affirmative Covenants of Franchisee............................................................... 39
14.4 Affirmative Covenants of JobsOhio. ................................................................ 40
14.5 Liquor Revenue Covenants. .............................................................................. 41
14.6 Bond Redemption Covenants............................................................................ 42
ARTICLE 15 - NEGATIVE COVENANTS..................................................................................... 43
15.1 Negative Covenants of the State Parties. ......................................................... 43
15.2 Negative Covenants of the Franchisee. ............................................................ 43
15.3 Negative Covenants of JobsOhio. ..................................................................... 45
TABLE OF CONTENTS
(continued)
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ARTICLE 16 - FINANCE OBLIGATIONS AND ACKNOWLEDGEMENTS.............................. 46
16.1 Franchisee Parties Obligations and Acknowledgements. ............................. 46
16.2 State Parties Obligations and Acknowledgements.......................................... 46
ARTICLE 17 - DEFAULT; TERMINATION; CONSEQUENCES OF TERMINATION OR
REVERSION....................................................................................................... 47
17.1 Default by Franchisee Parties. .......................................................................... 47
17.2 Remedies of the State Parties Upon Franchisee Party Default...................... 48
17.3 Defaults by the State Parties. ............................................................................ 49
17.4 Remedies of Franchisee Parties Upon State Default. ..................................... 49
17.5 Prior Termination. ............................................................................................. 50
17.6 Pre-Termination Arrangements. ...................................................................... 51
17.7 Consequences of Termination and Reversion. ................................................ 51
17.8 Pre-Remedy Arrangements............................................................................... 52
17.9 Limitation of Liability of State Parties. ........................................................... 53
ARTICLE 18 - MISCELLANEOUS................................................................................................. 53
18.1 Expenses.............................................................................................................. 53
18.2 Press Releases and Public Announcements. .................................................... 53
18.3 No Third-Party Beneficiaries............................................................................ 54
18.4 Entire Agreement............................................................................................... 54
18.5 Succession and Assignment. .............................................................................. 54
18.6 Counterparts. ..................................................................................................... 54
18.7 Notices. ................................................................................................................ 54
18.8 Governing Law................................................................................................... 56
18.9 Venue................................................................................................................... 56
18.10 WAIVER OF JURY TRIAL............................................................................. 56
18.11 Amendments and Waivers. ............................................................................... 56
18.12 Severability. ........................................................................................................ 56
18.13 Construction. ...................................................................................................... 57
18.14 Incorporation of Schedules. .............................................................................. 57
TABLE OF CONTENTS
(continued)
Page
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SCHEDULES
Schedule I - Assigned Contracts and Contract Rights
Schedule II - Assumed Liabilities
Schedule III - Base Franchise Profits
Schedule IV - Existing Liquor Enterprise Obligations
Schedule V - Historical Spirituous Liquor Profits
Schedule VI - Historical Working Capital
Schedule VII - Regulatory Functions
Schedule VIII- Retained Assets and Functions
Schedule IX - Statutory Merchandising Functions
Schedule X - Transferred Assets
Schedule XI - Existing Liquor Enterprise Make-Whole Obligations
EXECUTION COPY
FRANCHISE AND TRANSFER AGREEMENT
This FRANCHISE AND TRANSFER AGREEMENT (this Agreement) is made and
entered into as of January 4, 2013 by and among the Department of Commerce of the State of
Ohio, acting on behalf of its Divisions of Liquor Control and Administration (the DLC), the
Office of Budget and Management of the State of Ohio (the OBM), and JobsOhio Beverage
System, an Ohio nonprofit corporation (Franchisee), the sole member of which is JobsOhio, an
Ohio nonprofit corporation (JobsOhio). Hereinafter, DLC, OBM, Franchisee, and JobsOhio
shall each be referred to as a Party and collectively as the Parties, the DLC and OBM shall
collectively be referred to as the State Parties, and Franchisee and JobsOhio shall collectively
be referred to as the Franchisee Parties. Capitalized terms not defined in this introductory
paragraph or the recitals are used therein as defined in Section 1.1 of this Agreement.
WITNESSETH:
WHEREAS, in accordance with the Constitution and laws of the State of Ohio, and
particularly Chapter 4313 of the Ohio Revised Code (ORC), the directors of each of the
Department of Commerce, duly created as an administrative department of state government
pursuant to Section 121.02(B) of the ORC, and the OBM, duly created and existing as an
administrative department of state government pursuant to Section 121.02(A) of the ORC, are
authorized and empowered to enter into this Agreement on behalf of the State of Ohio and to do
or cause to be done all the acts and things herein provided or required to be done;
WHEREAS, this Agreement contemplates a transaction in which (a) the State Parties
will (i) grant the Franchise relating to the Liquor Enterprise and (ii) transfer certain assets of the
Liquor Enterprise, to Franchisee, in return for cash, Deferred Payments, and other consideration,
and (b) Franchisee will contemporaneously contract with DLC for the continued operation and
management of the Liquor Business pursuant to the DLC Services Agreement, all as authorized
by ORC Chapter 4313;
WHEREAS, pursuant to Section 4313.02(A) of the ORC, this Agreement also
contemplates and provides for the termination of such Franchise and the transfer back to the
DLC of such capital or other assets of the Liquor Business, at no cost, as such capital or other
assets then exist, no later than 25 years after the occurrence of the transfer contemplated herein;
and
WHEREAS, Ohio Revised Code 4313.02(C)(2) provides, among other things that the
director of budget and management, in consultation with the director of commerce, may, without
the need for any other approval, negotiate terms of any documents, including the transfer
agreement, necessary to effect the transfer of the enterprise acquisition project and that the
director of budget and management and the director of commerce shall execute the transfer
agreement on behalf of the state [ ]. Further, Section 229.10 of Amended Substitute House Bill
Number 153 of the 129th General Assembly provides that [t]he Director of Budget and
Management, in consultation with the Director of Commerce, may negotiate an initial agreement
with JobsOhio, which shall be executed by the Directors of Budget and Management and
Commerce upon its completion.
EXECUTION COPY
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NOW, THEREFORE, in consideration of the premises and the mutual promises herein
made, and in consideration of the representations, warranties, and covenants herein contained,
the Parties agree as follows.
ARTICLE 1 - DEFINITIONS AND INTERPRETATION
1.1 Definitions. Unless otherwise specified or the context otherwise requires, for the
purposes of this Agreement the following terms have the following meanings:
Acceptance Notice has the meaning set forth in Section 3.5(c).
Actual Delivered Working Capital has the meaning set forth in Section 3.4(a).
Additional Obligations means any Franchisee Indebtedness issued after the Closing
that either: (a) at the time of their issuance, are issued on terms previously approved by the
Director of OBM or (b) (i) are fixed rate bonds that would be satisfied in full, in the Ordinary
Course of Business, by the 25th anniversary of the Closing Date; (ii) do not involve any credit
facility, interest rate hedge (each as defined in Section 9.98 of the ORC) or any Derivative
Agreement (as defined in the Master Trust Indenture); (iii) at the time of their issuance, have a
projected ratio of Liquor Business Profits to debt service on all Obligations, including the
proposed Additional Obligations, which exceeds the Required Debt Service Ratio for each year
the proposed Additional Obligations are scheduled to be outstanding; and (iv) do not limit the
State Parties remedies under this Agreement.
After-Acquired Assets means those rights and assets acquired by JobsOhio during the
Term of this Agreement that are used solely or primarily in connection with the operation of the
Liquor Business.
Agreement has the meaning set forth in the introductory paragraph.
Agency Store means a state agency store authorized by DLC pursuant to Section
4301.17 of the ORC to sell Spirituous Liquor in the State of Ohio pursuant to an Agency
Contract.
Agency Store Bonds has the meaning set forth in Section 6.8.
Agency Contract means any Retail Agency Contract, Retail Agency Contract (Sunday),
Retail/Wholesale Agency Contract and Retail/Wholesale Agency Contract (Sunday) form
contract between an Agency Store and the DLC governing the sale of Spirituous Liquor in
substantially the same form previously provided by DLC to Franchisee (as may be amended or
modified from time to time).
Applicable Rate means with respect to a given month, a rate equal to the sum of (i)
LIBOR determined on the first Business Day of that month, plus (ii) 2.00%.
Approval, approved, approves, approved by the State, approved by the State of
Ohio and similar expressions mean approved or consented to in writing by a State Party, the
EXECUTION COPY
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State Parties or the State of Ohio, as the case may be, in accordance with the provisions of
Section 1.2(l)(ii).
Assigned Contracts and Contract Rights means the contracts and contract rights set
forth on the Schedule of Assigned Contracts and Contract Rights, set forth on Schedule I.
Assignment and Assumption Agreement means an Assignment and Assumption
Agreement in a form and substance mutually satisfactory to the Parties, to be executed and
delivered in connection with the Closing.
Assumed Liabilities has the meaning set forth in Section 2.2(a), set forth on Schedule
II.
Base Franchise Profits means:
(a) for the Fiscal Year ending June 30, 2013, $257,500,000;
(b) for any Fiscal Year ending after July 1, 2013, 103% of the Base Franchise Profits
for the immediately preceding Fiscal Year, as set forth on Schedule III.
Beneficial Rights has the meaning set forth in Section 2.3.
Bill of Transfer means an instrument transferring title in, to and under the Transferred
Assets in form and substance mutually satisfactory to the Parties, to be executed and delivered in
connection with the Closing.
Bond Defeasance Amount means the aggregate amount required to defease, on the
Closing Date, the Existing Liquor Enterprise Obligations in accordance with the terms of the
documents under which such obligations were issued and are secured, including the costs of
releasing all security interests and collateral securing such obligations.
Bond Defeasance Escrow Agreements means, collectively, those one or more escrow
agreements necessary to consummate the defeasance of the Existing Liquor Enterprise
Obligations, on the Closing Date, in accordance with the terms of the documents under which
such obligations were issued and are secured.
Bond Defeasance Escrow Trustees means U.S. Bank National Association and The
Bank of New York Mellon Trust Company, N.A.
Bond Defeasance Payment means an amount which is the greater of: (a) the Bond
Defeasance Amount; or (b) $800,000,000; provided, however, that if the resulting Bond
Defeasance Payment does not permit Franchisee to comply with the coverage test set forth in
clause (e) of the definition of Transaction Obligations, then such Bond Defeasance Payment may
be reduced, but not below the amount specified in clause (a), by an amount mutually agreed to
by the Parties.
Books and Records has the meaning set forth in Section 10.6.
EXECUTION COPY
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Business Day means a day other than (a) a Saturday, Sunday or legal holiday on which
banking institutions in the State or the State of New York (or such other state where the
designated corporate trust office of the Master Trustee is located) are authorized or required by
law to close or (b) a day on which the New York Stock Exchange is closed.
Cash means cash and cash equivalents (including marketable securities and short-term
investments) calculated on a modified accrual basis consistent with the preparation of the
Financial Statements, but excluding Unswept Sales Revenue.
Chapter 151 Make-Whole Proceeds has the meaning set forth in Section 14.6(b).
Chapter 166 Make-Whole Proceeds has the meaning set forth in Section 14.6(c).
Chapter 151 Reserve Account has the meaning set forth in Section 14.6(b).
Chapter 166 Reserve Account has the meaning set forth in Section 14.6(c).
Closing has the meaning set forth in Section 4.1.
Closing Date has the meaning set forth in Section 4.1.
Code means the Internal Revenue Code of 1986, as amended from time to time. Each
reference to a section of the Code herein shall be deemed to include the United States Treasury
Regulations, including temporary and proposed regulations, relating to such sections.
Contemplated Transactions means all of the transactions between any of the Parties
contemplated by this Agreement.
Controlling Board means the Controlling Board of the State of Ohio created pursuant
to Section 127.12 of the ORC.
Constitution has the meaning set forth in Section 6.1.
Consultant has the meaning set forth in Section 14.5(c)(i).
Debt Coverage Statement has the meaning set forth in Section 14.5(b).
Debt Service Coverage Ratio means the amount of Liquor Business Profits in any
Fiscal Year, divided by the Required Payments for that Fiscal Year.
Deferred Payment has the meaning set forth in Section 3.5(a).
Deferred Payment Amount has the meaning set forth in Section 3.5(a).
Deferred Payment Notice has the meaning set forth in Section 3.5(b).
Director of Commerce means that officer of the State, appointed pursuant to Section
121.03 of the ORC, who administers and is the executive head of the DLC.
EXECUTION COPY
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Director of Budget and Management means that officer of the State, appointed
pursuant to Section 121.03 of the ORC, who administers and is the executive head of the OBM.
Dispute Notice has the meaning set forth in Section 3.5(d).
DLC has the meaning set forth in the introductory paragraph.
DLC Services Agreement means a Services Agreement by and among the DLC, the
OBM and Franchisee in form and substance mutually satisfactory to the Parties (and approved by
the Controlling Board), to be executed and delivered in connection with the Closing.
DOD means the Department of Development of the State of Ohio created pursuant to
Section 121.02(N) of the ORC, or any successor State of Ohio agency.
DOD Agreement means the agreement for services between the Director of the DOD
and JobsOhio.
Draft Working Capital Statement has the meaning set forth in Section 3.4(a).
Effective Time has the meaning set forth in Section 4.2.
Encumbrance means any mortgage, lien, judgment, execution, pledge, charge, security
interest, restriction, easement, claim, trust, deemed trust or encumbrance of any nature
whatsoever, whether arising by operation of Legal Requirements or otherwise created.
Escrow Accounts means each escrow account (however captioned) established
pursuant to Section 2 of each of the Bond Defeasance Escrow Agreements.
Estimated Working Capital means the estimated Working Capital of the Liquor
Enterprise at Closing in the amount mutually agreed upon by the Parties.
Excess Amount has the meaning set forth in Section 3.4(e)(i).
Excess Chapter 151 Make-Whole Proceeds has the meaning set forth in Section
14.6(c).
Excess Chapter 166 Make-Whole Proceeds has the meaning set forth in Section
14.6(d).
Existing Liquor Enterprise Chapter 151 Make-Whole Obligations means those certain
Existing Liquor Enterprise Chapter 151 Obligations containing make-whole redemption
provisions, which are further identified on Schedule XI hereto.
Existing Liquor Enterprise Chapter 166 Make-Whole Obligations means those certain
Existing Liquor Enterprise Chapter 166 Obligations containing make-whole redemption
provisions, which are further identified on Schedule XI hereto.
Existing Liquor Enterprise Chapter 151 Obligations means all of the Revitalization
Project Bonds and Bond Anticipation Notes issued by the Treasurer of the State of Ohio under
EXECUTION COPY
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Section 151.40 of the ORC, as such are outstanding as of the Effective Time. Such obligations
are further identified on Schedule IV hereto.
Existing Liquor Enterprise Chapter 166 Obligations means all of the Development
Assistance Bonds and Bond Anticipation Notes issued by the Treasurer of the State of Ohio
under Section 166.08 of the ORC, as such are outstanding as of the Effective Time. Such
obligations are further identified on Schedule IV hereto.
Existing Liquor Enterprise Make-Whole Obligations means all of the Existing Liquor
Enterprise Chapter 151 Make-Whole Obligations and the Existing Liquor Enterprise Chapter 166
Make-Whole Obligations.
Existing Liquor Enterprise Obligations means all of the Existing Liquor Enterprise
Chapter 151 Obligations and the Existing Liquor Enterprise Chapter 166 Obligations.
Financial Statements has the meaning set forth in Section 6.5.
Fiscal Year means (a) any twelve-month period beginning on July 1 of any calendar
year and ending on June 30 of the following calendar year, or (b) such other consecutive twelve-
month period designated from time to time in an officers certificate delivered to the Master
Trustee as the fiscal year for the member or members of the Obligated Group which control the
Liquor Business.
Franchise means the exclusive right to distribute, merchandise, and sell Spirituous
Liquor in the State of Ohio, and to receive all revenues and related receipts and accounts
receivable related thereto, on the terms and conditions provided for under the terms of this
Agreement. For avoidance of doubt, such Franchise does not include the Statutory
Merchandising Functions or Regulatory Functions.
Franchisee has the meaning set forth in the introductory paragraph.
Franchisee Contracts has the meaning set forth in Section 17.7(a).
Franchisee Default has the meaning set forth in Section 17.1.
Franchisee Indebtedness means any indebtedness of Franchisee (including any bonds,
loan agreements, notes, contracts, installment sale, reimbursement, revolving credit and standby
bond purchase agreements), Ancillary Obligations (as defined in the Master Trust Indenture),
Debt Obligations (as defined in the Master Trust Indenture), or Hedging Obligations (as defined
in the Master Trust Indenture), or any combination thereof, that are secured by Liquor Business
Profits.
Franchisee Parties has the meaning set forth in the introductory paragraph.
GAAP means U.S. generally accepted accounting principles as in effect from time to
time, consistently applied.
EXECUTION COPY
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Governmental Authority means any domestic office or body exercising executive,
legislative, judicial, regulatory or administrative functions of or pertaining to government,
including without limitation any governmental authority, agency, department, board,
commission, court, tribunal, judicial body or instrumentality of the United States or any state,
municipality, county, locality or other political subdivision thereof.
Independent Accountant has the meaning set forth in Section 3.4(c).
Interim Agency Store means any Agency Store located in a county where a tax
authorized by Section 307.697 of the ORC has been imposed.
Interim Assets means all of the assets of the Liquor Enterprise owned or used solely in
connection with the operation of the Interim Agency Stores, including without limitation the
Agency Contracts and Spirituous Liquor inventory located at such Interim Agency Locations as
of the Effective Time.
Interim Financial Statements has the meaning set forth in Section 11.1(e).
JobsOhio has the meaning set forth in the introductory paragraph.
JobsOhio Act means Chapters 187 and 4313 of the ORC, as such legislation may be
amended, or supplemented by additional legislation, from time to time.
JobsOhio Conflicts of Interest Policy means the Conflicts of Interest Policy adopted
pursuant to the JobsOhio Act by the Board of Directors of JobsOhio, as amended from time to
time.
Legacy Commitment Amount means $100,000,000 for outstanding CleanOhio program
commitments of the State of Ohio.
Legal Requirement means any federal, state, local, municipal or other administrative
order, constitution, law, ordinance, principle of common law, regulation, or statute.
LIBOR means the rate per annum determined on the basis of the rate of deposits in
U.S. dollars offered for a term of three months, which rate appears on the display designated on
the Reuters LIBOR01 Page (or such other page as may replace the Reuters LIBOR01 Page or
such other service or services as may be nominated by the British Bankers Association for the
purpose of displaying London interbank offered rates in U.S. dollar deposits), determined at
approximately 11:00 a.m., London time, on the date of determination, or if such rate is not
available, another comparable rate agreed by the Franchisee and the State Parties.
Liquor Business means the Franchise, the Transferred Assets and the After-Acquired
Assets, as owned and operated by Franchisee during the Term.
Liquor Business Financial Statements means the audited financial statements of
Franchisee prepared in accordance with GAAP.
EXECUTION COPY
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Liquor Business Profits means, for any period after the Closing Date, Liquor Business
Revenues remaining after all Ordinary Course Costs and Expenses.
Liquor Business Recommendations means a written report containing the Consultants
recommendations of actions that may be taken by Franchisee and the State Parties with respect to
prices charged and costs incurred by the Liquor Business that would result in an amount of
Liquor Business Profits for the then current Fiscal Year sufficient to attain the Minimum Debt
Service Coverage Ratio for such Fiscal Year.
Liquor Business Revenues means the sales of the Obligated Group representing the
gross sales (after application of any wholesale Spirituous Liquor discount) and applicable Taxes
and governmental charges of any type collected by the Liquor Business from the sale of
Spirituous Liquor, calculated on an accrual basis.
Liquor Enterprise means the Spirituous Liquor distribution and merchandising
operations owned and operated by the State Parties immediately prior to the Effective Time,
including, without limitation, inventory, real property rights, equipment, furnishings, the
Spirituous Liquor distribution system including transportation, the monetary management
system, warehouses, contract rights, rights to take assignment of contracts and related receipts
and revenues, accounts receivable, the right to manage Spirituous Liquor distribution and
merchandising in the State of Ohio and to sell Spirituous Liquor in the State of Ohio subject to
the control of the DLC, and all necessary appurtenances thereto, or leasehold interests therein.
Master Trust Indenture means the Master Trust Indenture among Franchisee and such
other entities that may join the Obligated Group (as defined therein) and the Master Trustee, as
amended or supplemented from time to time.
Master Trustee means The Huntington National Bank, or any successor trustee thereto
pursuant to the terms of the Master Trust Indenture.
Material Adverse Effect means any effect or change that would be materially adverse
to the business, assets, condition (financial or otherwise), operating results, operations, or
business prospects of the Liquor Business, taken as a whole, or to the ability of any Party to
consummate timely the Contemplated Transactions.
Maximum Annual Debt Service means, at the time of computation, the greatest
Required Payments on the Obligations for the then-current or any future Fiscal Year, provided,
that in calculating Maximum Annual Debt Service, Required Payments with respect to Balloon
Obligations (as defined in the Master Trust Indenture), Balloon Subordinated Indebtedness (as
defined in the Master Trust Indenture), Variable Rate Indebtedness, Discount Indebtedness (as
defined in the Master Trust Indenture) or Derivative Indebtedness (as defined in the Master Trust
Indenture) shall be determined in accordance with Sections 512, 513, 514 and 515, respectively,
of the Master Trust Indenture.
Minimum Debt Service Coverage Ratio means, for any Fiscal Year, the ratio of Liquor
Business Profits to the Required Payments that are to be paid from Liquor Business Profits in
that Fiscal Year on Obligations then outstanding equal to 1.35x.
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Most Recent Fiscal Year End has the meaning set forth in Section 6.5.
Objection Notice has the meaning set forth in Section 3.4(b).
Obligations means any outstanding Transaction Obligations and any outstanding
Additional Obligations, each issued in compliance with their respective parameters set forth
herein.
Obligated Group means the Franchisee, and any other member who is admitted to the
Obligated Group from time to time pursuant to Section 505 of the Master Trust Indenture.
OBM has the meaning set forth in the introductory paragraph.
Offering Circular means the Offering Circular relating to the Transaction Obligations,
substantially in the form of the Preliminary Offering Circular, with such modifications,
completions, changes and supplements as may be approved by the original purchaser and
Franchisee.
ORC has the meaning set forth in the Recitals.
Ordinary Course Costs and Expenses means any obligations incurred by the Obligated
Group, in its sole and absolute discretion, for costs of goods sold (calculated on a first-in first-out
basis, including an appropriate allocation of freight costs by the case), as well as administrative
and other operating costs and expenses of running the Liquor Business in the Ordinary Course of
Business and all Taxes or governmental charges of any type imposed on the Liquor Business.
Any amounts due pursuant to the Service Agreement and any depreciation (incurred in
connection with the activities and operations of the Liquor Business) shall be included in
Ordinary Course Costs and Expenses. Notwithstanding anything to the contrary, any costs or
expenses (a) incurred in connection with or incidental to the non-Liquor Business activities and
operations, if any, of the Obligated Group, (b) related to and including Required Payments, or (c)
related to and including any amortization, impairment or depreciation (or alternative method of
expensing) of the Franchise, Transferred Assets, goodwill or any combination thereof, are
excluded.
Ordinary Course of Business means the ordinary course of business consistent with
past custom and practice (including with respect to quantity and frequency) or, in the case of
operating the Franchise, in a manner consistent with the Expense Budget (as defined in the DLC
Services Agreement), or Business Plan (as defined in the DLC Services Agreement) for such
activity.
Organizational Documents means: (a) the articles or certificate of incorporation and the
code of regulations of a corporation; (b) the partnership agreement and any statement of
partnership of a general partnership; (c) the limited partnership agreement and the certificate of
limited partnership of a limited partnership; or (d) any charter or similar document adopted or
filed in connection with the creation, formation, or organization of a Person. The term
Organizational Documents also includes any amendment to any of the foregoing.
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Other Commitments means all outstanding indebtedness of Franchisee, including any
bonds, loan agreements, notes, contracts, reimbursement, and standby bond purchase agreements
related thereto, or any combination thereof, but excluding Obligations.
Party and Parties have the meanings set forth in the introductory paragraph.
Payment Instructions has the meaning set forth in Section 4.3.
Permitted Franchisee Encumbrance means an Encumbrance that is identified by
Franchisee in writing to the State Parties after the Effective Date.
Permitted State Encumbrance means any rights of the State Parties under this
Agreement, including those set forth in Section 17.7.
Permitted Transitional Activities means the non-Liquor Business business, activities or
operations conducted by the Franchisee as of the date hereof and as of the Closing Date.
Person means an individual, a partnership, a corporation, a limited liability company,
an association, a joint stock company, a trust, a joint venture, an unincorporated organization,
any other business entity or a Governmental Authority.
Preliminary Offering Circular means the Preliminary Offering Circular relating to the
Transaction Obligations.
Proceeding means any action, arbitration, audit, hearing, investigation, litigation, or
suit (whether civil, criminal, administrative, investigative, or informal) commenced, brought,
conducted, or heard by or before, or otherwise involving any Governmental Authority or
arbitrator.
Regulatory Functions means those functions of the DLC set forth on Schedule VII
attached hereto.
Representative means, with respect to a particular Person, any director, officer,
employee, agent, consultant, advisor, or other representative of such Person, including legal
counsel, accountants and financial advisors.
Required Debt Service Ratio means a Debt Service Coverage Ratio of at least 1.50,
calculated based on a projected annual growth rate of Liquor Business Profits that is not more
than 50% of the compound average annual growth rate of Liquor Business Profits for the most
recent ten-year period, whether the Franchise was held by Franchisee for that entire ten-year
period or not, and provided, that, only with respect to any years of the ten-year period that
occurred pre-Closing, the foregoing calculations shall be made utilizing the figures set forth on
Schedule V.
Required Payment means any amount required to be paid under or upon an Obligation,
whether at maturity, by acceleration, upon proceeding for redemption or otherwise, including
without limitation, principal, interest, premium, Derivative Agreement Payments (as defined in
the Master Trust Indenture), Derivative Agreement Termination Payments (as defined in the
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Master Trust Indenture), amounts due under a reimbursement agreement, standby bond purchase
agreement, or similar ancillary agreement, and the purchase price of Related Debt (as defined in
the Master Trust Indenture) tendered or deemed tendered for purchase pursuant to the terms of a
Related Debt Indenture (as defined in the Master Trust Indenture).
Retained Assets and Functions means all assets, properties, rights and functions of the
Liquor Enterprise not included in the Liquor Business, including (a) the assets set forth on
Schedule VIII attached hereto and (b) the Regulatory Functions.
Reversion Date has the meaning set forth in Section 17.7(a).
Revitalization Program has the meaning set forth in Section 3.6(a).
Revitalization Purposes has the meaning set forth in Section 3.6(a).
Shared Contract has the meaning set forth in Section 2.4.
Shortfall Amount has the meaning set forth in Section 3.4(e)(ii).
Spirituous Liquor has the meaning set forth in Section 4301.01(B)(5) of the ORC.
Spirituous Liquor Profits means all receipts of the State Parties representing the gross
profit on the sale of Spirituous Liquor during any period prior to the Effective Time, as referred
to in division (B)(4) of Section 4301.10 of the ORC, less the costs, expenses, and working capital
reserve provided for therein, but excluding the sum required by the second paragraph of Section
4301.12 of the ORC (as in effect as of the Closing Date).
State Contracts means the agreements to which either the DLC or the OBM is a party
relating to the Liquor Enterprise, including the Assigned Contracts and Contract Rights.
State Default has the meaning set forth in Section 17.3.
State Information has the meaning set forth in Section 16.2(b).
State Parties has the meaning set forth in the introductory paragraph.
State Transaction Expense Amount means the amount certified to JobsOhio by OBM to
be the States costs and expenses (including third party expenses) related to the Contemplated
Transactions.
State of Ohio means the State of Ohio.
Statutory Merchandising Functions are those functions set forth on Schedule IX
attached hereto.
Tax or Taxes means any federal, state, local, or foreign income, gross receipts,
license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits,
environmental (including taxes under Code Section 59A), customs duties, capital stock,
franchise, profits, withholding, social security (or similar), unemployment, disability, real
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property, personal property, sales, use, transfer, registration, value added, alternative or add-on
minimum, estimated, or other tax of any kind whatsoever, whether computed on a separate or
consolidated, unitary or combined basis or in any other manner, including any interest, penalty,
or addition thereto, whether disputed or not.
Tax Expiration Date has the meaning set forth in Section 2.7.
Term means the period commencing on the Closing Date and expiring on (a) the 25th
anniversary of the Closing Date or (b) the earlier termination of this Agreement, as herein
provided.
Transaction Documents means all other agreements, instruments, documents and
certificates to be executed and delivered, if such delivery is provided for in this Agreement, by
any Party in connection with the consummation of the Contemplated Transactions.
Transaction Obligations means any Franchisee Indebtedness issued in connection with
the Closing that: (a) is fixed rate; (b) does not involve any credit facility or interest rate
hedge (both as defined in Section 9.98 of the ORC), or Derivative Agreement; (c) will be
satisfied in full, in the Ordinary Course of Business, by the 25th anniversary of the Closing Date;
(d) has debt service that is structured to be approximately equal for every year in which principal
is amortized, which shall begin no later than the third Fiscal Year in which such indebtedness is
outstanding; (e) has a pro forma Debt Service Coverage Ratio for each Fiscal Year that is
projected to be not less than 2.0 during the applicable term of such indebtedness; (f) has a true
interest cost that will be no greater than an amount approved in writing by the Director of Budget
and Management prior to the marketing and pricing of such indebtedness; and (g) has basic bond
documents drafts and a corresponding set of numbers and cash flows all of which have been
approved by the Director of Budget and Management prior to submission to and review thereof
by the credit rating agencies.
Transfer Consideration has the meaning set forth in Section 3.1.
Transferred Assets means all right, title and interest of the State Parties in, to and under
those specific assets listed on Schedule X attached hereto.
Unpaid Charges has the meaning set forth in Section 3.3.
Unswept Sales Revenue means any gross profit receipts of the Liquor Business
collected by the Agency Stores on sales of Spirituous Liquor pursuant to the Agency Store
Contracts that remain in the possession of the Agency Stores and have not yet been swept out of
such Agency Store bank accounts by DLC as of the Effective Time.
Variable Rate Indebtedness means Indebtedness that bears interest at a variable,
adjustable or floating rate.
Violation has the meaning set forth in Section 17.5(b).
Work Plan has the meaning set forth in Section 14.5(c)(iii).
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Working Capital of the Liquor Enterprise means the sum of: (a) liquor accounts
receivable, current assets, including sales receivable, Unswept Sales Revenue, prepaid expenses,
liquor inventory, and paper bag inventory, each calculated on a modified accrual basis, less (b)
liquor and related third party accounts payable and accrued liabilities, each calculated on a
modified accrual basis, as well as liabilities relating to workers compensation claims of DLC
employees consistent with the calculation of Working Capital set forth on Schedule VI. For the
avoidance of doubt, Working Capital excludes all Cash of the Liquor Enterprise, all deposits
and amounts in respect of Existing Liquor Enterprise Obligations and employee payroll and
related costs (including payroll, related taxes, and fringe benefits).
Working Capital Holdback Amount means $5,000,000.
Year-End Financial Statements has the meaning set forth in Section 6.5.
501(c)(3) Organization means an organization described in Section 501(c)(3) of the
Code, or a successor statutory section of similar purpose, that is exempt from tax under Section
501(a) of the Code.
1.2 Interpretation.
(a) Number and Gender. In this Agreement words in the singular include the
plural and vice versa and words in one gender include all genders.
(b) Headings. The division of this Agreement into articles, sections and other
subdivisions are for convenience of reference only and shall not affect the construction or
interpretation of this Agreement. The headings in this Agreement are not intended to be full
or precise descriptions of the text to which they refer and shall not be considered part of this
Agreement.
(c) References to this Agreement. The words herein, hereby, hereof,
hereto and hereunder and words of similar import refer to this Agreement as a whole and
not to any particular portion of it. The words Section, paragraph, sentence, clause,
Schedule, or Exhibit mean and refer to the specified section, paragraph, sentence, clause,
schedule or exhibit of or to this Agreement.
(d) References to Any Person. A reference in this Agreement to any Person at any
time refers to such Persons permitted successors and assignees.
(e) Meaning of Including. In this Agreement, the words include, includes or
including mean include without limitation, includes without limitation and including
without limitation, respectively, and the words following include, includes or
including shall not be considered to set forth an exhaustive list.
(f) Meaning of Discretion. In this Agreement, the word discretion with respect
to any Person, unless specifically modified, means the sole and absolute discretion of such
Person.
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(g) Meaning of Notice. In this Agreement, the word notice means written
notice unless specified otherwise.
(h) Consents and Approvals. Unless specified otherwise, wherever the provisions
of this Agreement require or provide for or permit an approval or consent by either Party, such
approval or consent, and any request therefor, must be in writing (unless waived in writing by
the other Party).
(i) Legal Requirements. Unless specified otherwise, references to a Legal
Requirement are considered to be a reference to (i) the Legal Requirement as it may be
amended from time to time, (ii) all regulations and rules pertaining to or promulgated pursuant
to such Legal Requirement and (iii) all future Legal Requirements pertaining to the same or
similar subject matter.
(j) Currency. Unless specified otherwise, all statements of or references to dollar
amounts or money in this Agreement are to the lawful currency of the United States of
America.
(k) Calculation of Time. For purposes of this Agreement, a period of days shall be
deemed to begin on the first day after the event that began the period and to end at 5:00 p.m.
(Columbus, Ohio time) on the last day of the period. If, however, the last day of the period
does not fall on a Business Day, the period shall be deemed to end at 5:00 p.m. (Columbus,
Ohio time) on the next Business Day. Unless otherwise provided, all references to a specific
time or date shall be in Columbus, Ohio time.
(l) Approvals, Consents and Performance by Franchisee Parties and the State
Parties.
(i) Procedures. To the extent not in conflict with or inconsistent with
any other provision of this Agreement, wherever the provisions of this Agreement
require or provide for or permit an approval or consent by a Party, as applicable,
of or to any action, Person, document, budget, list, plan or other matter
contemplated by this Agreement, the following provisions shall apply: (1) such
request for approval or consent must (A) contain or be accompanied by any
documentation or information required for such approval or consent in reasonably
sufficient detail, (B) clearly set forth the matter in respect of which such approval
or consent is being sought, (C) form the sole subject matter of the correspondence
containing such request for the approval or consent, and (D) state clearly that such
approval or consent is being sought; (2) such Party shall (unless such provision
provides that such approval or consent may be unreasonably or arbitrarily
withheld, conditioned or delayed or is subject to the discretion of such Party),
within such time period set forth herein (or if no time period is provided, within
30 days) after the giving of a notice by the Party requesting an approval or
consent, advise that Party by notice either that it consents or approves or that it
withholds its consent or approval, in which latter case it shall set forth, in
reasonable detail, its reasons for withholding its consent or approval; (3) if the
responding notice mentioned in clause (2) of this Section 1.2(l) indicates that such
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Party does not approve or consent, the requesting Party may take whatever steps
may be necessary to satisfy the objections of the responding Party set out in the
responding notice and, thereupon, may resubmit such request for approval or
consent from time to time and the provisions of this Section 1.2(l) shall again
apply until such time as the approval or consent of the responding Party is finally
obtained; and (4) if the disapproval or withholding of consent mentioned in clause
(3) of this Section 1.2(l) is subsequently overruled, such approval or consent shall
be deemed to have been given on the date of the final determination of such
overruling.
(ii) Authority of the State Parties. Wherever this Agreement provides
that an act is to be taken or performed or approval or consent is to be given by the
State Parties, such act may be taken or performed or approval or consent may be
given by the Director of Budget and Management, in consultation, if applicable,
with the Director of the State of Ohio agency that has such authority, and
Franchisee may rely thereon in all reasonable respects.
(iii) Authority of the Franchisee Parties. Wherever this Agreement
provides that an act is to be taken or performed or approval or consent is to be
given by the Franchisee Parties, such act may be taken or performed or approval
or consent may be given by the President of Franchisee, in consultation with and,
if applicable, upon the approval of, the President of JobsOhio, the Board of
Directors of JobsOhio and/or the Board of Directors of Franchisee.
ARTICLE 2 PURCHASE AND TRANSFER OF FRANCHISE AND ASSETS
2.1 Grant of Franchise; Transfer of Assets.
(a) Upon the terms and subject to the conditions of this Agreement, effective at the
Effective Time, (i) the State Parties shall (pursuant to the express authority of Section
4313.02(A) and 4313.01(D) of the ORC) (1) grant to Franchisee the Franchise for and during
the Term, and (2) assign, transfer and otherwise convey to Franchisee or cause the relevant
agency of the State of Ohio to assign, transfer, and otherwise convey to Franchisee, the
Transferred Assets, free and clear of all Encumbrances (other than Permitted State
Encumbrances), for and during the Term, and (ii) Franchisee shall accept the grant,
assignment, transfer and conveyance of the Franchise and each of the Transferred Assets for
and during the Term.
(b) The State Parties are retaining and not selling or transferring to Franchisee, and
Franchisee is not purchasing or assuming, the Retained Assets and Functions.
2.2 Liabilities.
(a) Upon the terms and subject to the conditions of this Agreement, effective at the
Effective Time, Franchisee shall assume and thereafter discharge or perform as and when due,
the liabilities and obligations which are set forth on Schedule II (collectively, the Assumed
Liabilities); provided, however, that in no event shall Franchisee assume any liability or
obligation under any Assigned Contract and Contract Right to the extent such liability or
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obligation arises from or relates to any breach of such Assigned Contract and Contract Right
by the State Parties prior to Closing Date.
(b) The Assumed Liabilities shall not include, and the State Parties shall perform
and discharge as and when due, any liabilities or obligations of the State Parties (i) with
respect to the State Parties obligations under this Agreement (or under any other agreement
between the State Parties, on the one hand, and Franchisee, on the other hand), (ii) except as
otherwise set forth on the Schedule of Assumed Liabilities, arising out of the operation of the
Liquor Enterprise prior to the Effective Time, (iii) except for the Bond Defeasance Amount,
relating to the defeasance of the Existing Liquor Enterprise Obligations, (iv) with respect to
the compensation of the State Parties employees, including accrued compensation prior to
and through the Closing Date, and (v) with respect to State Contracts that are not Assigned
Contracts and Contract Rights;
2.3 Non-Assignable Assets. Notwithstanding anything set forth in this Agreement to the
contrary, no Transferred Asset shall be deemed transferred or assigned to Franchisee pursuant to
this Agreement if the attempted transfer or assignment thereof to Franchisee at the Effective
Time, without the consent or approval of another Person, would be ineffective or constitute a
material breach of any State Contract or a material violation of any Legal Requirement or would
in any other way have a Material Adverse Effect on the rights of the State Parties (or Franchisee
as assignee of such Transferred Asset) and such consent or approval (or waiver thereof) is not
obtained on or prior to the Effective Time. In each case, to the extent possible, pending receipt
of such consent or approval (a) the beneficial interest in or to such Transferred Asset
(collectively, the Beneficial Rights) shall in any event pass as of the Effective Time to
Franchisee under this Agreement and the State Parties shall act for Franchisee in receipt of any
benefits, rights or interests received relating to the Beneficial Rights and (b) Franchisee shall
assume or discharge the liabilities of the State Parties related to such Transferred Asset (to the
extent such liabilities are Assumed Liabilities hereunder) for the State Parties. The Parties shall
use their commercially reasonable efforts (and bear their respective costs and liabilities), without
payment of any material fees, penalties or other amounts to any Person, to obtain or secure any
and all consents or approvals that may be necessary to effect the legal and valid transfer or
assignment of any such Transferred Assets underlying the Beneficial Rights. The Parties shall
make or complete such assignments and transfers as soon as reasonably practicable and
cooperate with each other in any other reasonable arrangement designed to provide for
Franchisee the Beneficial Rights, including enforcement, at the cost and for the account of
Franchisee, of any and all rights of the State Parties against the other party to any State Contract
included in such non-assignable Transferred Assets, and to provide for the discharge by the
Franchisee of any liabilities under such Transferred Assets (to the extent such liabilities are
Assumed Liabilities hereunder).
2.4 Shared Contract.If any State Contract is found to relate to the Liquor Business, on the
one hand, and the Retained Assets and Functions, on the other hand (any such State Contract, a
Shared Contract), then the Parties agree and acknowledge that, after the Closing, upon the
reasonable and appropriate written request of a Party, and as promptly as commercially
practicable, the Parties shall cooperate with each other, in all commercially reasonable respects,
to create and enter into an arrangement pursuant to which either (a) Franchisee, in the case of a
Shared Contract that is not an Assigned Contract or (b) the State Parties, in the case of a Shared
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Contract that is an Assigned Contract, may receive its share of the material rights and benefits
and assume, discharge and indemnify for its proportionate share of the obligations under, such
Shared Contract. Each of the Parties agrees and acknowledges that if it is not commercially
reasonable, appropriate or practical to create and enter into such arrangement, no Party shall be
liable to any other Party pursuant to the terms of this Section 2.4.
2.5 Rights in Assigned Contracts and Contract Rights.To the extent an Assigned Contract
and Contract Right relates to a liability not included within the Assumed Liabilities, Franchisee
will cooperate with the State Parties, in all commercially reasonable respects, to create and enter
into an arrangement pursuant to which the State Parties will receive substantially all of the
material rights and benefits from such Assigned Contracts and Contract Rights with respect to
such liability not included within the Assumed Liabilities. Franchisee shall not be required to
make any material change to the Liquor Business, expend any material funds or incur any other
material burden, liability or loss in order to comply with its obligations set forth in this Section
2.5.
2.6 Allocation.Within 120 days after the Closing, the Parties may establish a mutually
agreeable allocation of the Transfer Consideration (and all other capitalizable costs) among the
Franchise and Transferred Assets for all purposes related to this Agreement and the Liquor
Business. The Parties agree that such allocation will be reflected by Franchisee on Internal
Revenue Service Form 8594 and that all Parties will file any Tax returns consistent with such
allocation.
2.7 Interim Operations.Notwithstanding anything to the contrary in this Agreement or the
DLC Services Agreement, the DLC shall retain and operate the Interim Assets as provided in this
Section 2.7 and otherwise in the Ordinary Course of Business through and including the
expiration date of any Tax that is being levied under ORC Section 307.697 as of the Effective
Date (the Tax Expiration Date). Between the Closing Date and the first day immediately
following the Tax Expiration Date, Franchisee will, without cost to the DLC, deliver Spirituous
Liquor inventory to the Interim Agency Stores in amounts sufficient for their operation in the
Ordinary Course of Business. DLC will take and retain title to such Spirituous Liquor inventory
until it is sold. The risk of loss to such inventory will be borne by Franchisees transportation
carriers or the Interim Agency Store, as applicable. The DLC will, without cost to Franchisee,
cause the Interim Agency Stores to deliver directly to Franchisee all of the gross revenue and
applicable Tax receipts representing the sale of such Spirituous Liquor inventory at the Interim
Agency Stores. Such receipts shall become the property of Franchisee immediately upon receipt.
On the first day immediately following the Tax Expiration Date, DLC shall convey all of the
Interim Assets to Franchisee without additional consideration (whereupon they shall become
Transferred Assets) and the obligations of the Parties under this Section 2.7 shall cease.
ARTICLE 3 CONSIDERATION
3.1 Total Consideration. The aggregate consideration payable to the State Parties by
Franchisee shall be the sum of: (a) $500,000,000, adjusted as provided in Section 3.4, plus (b)
the Bond Defeasance Payment, plus (c) the Legacy Commitment Amount, plus (d) the State
Transaction Expense Amount, plus (e) the Deferred Payments (as and if applicable), plus (f) the
assumption of the Assumed Liabilities (collectively, Transfer Consideration).
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3.2 Closing Date Payments. At the Closing, Franchisee will pay or cause to be paid, to or as
directed by the State Parties, by wire transfer of immediately available funds in accordance with
the Payment Instructions:
(a) cash equal to the sum of: (i) $500,000,000, minus (ii) an amount equal to the
Working Capital Holdback Amount, plus (iii) the Legacy Commitment Amount; and
(b) the Bond Defeasance Payment.
3.3 Unpaid Charges. Except to the extent included in Working Capital, any amounts owed
by DLC to any Person for Taxes, expenses and other charges (a) for which DLC is directly or
indirectly responsible, (b) which relate to the Liquor Enterprise (other than expenses and other
charges incurred in connection with Regulatory Functions (which shall be paid in full by the
State Parties)) for any period that begins before and ends after the Effective Time, and (c) which
are unpaid as of the Effective Time (Unpaid Charges), shall be prorated between the State
Parties and Franchisee on a daily basis, provided, however, that appropriate adjustments shall be
made to reflect specific Unpaid Charges that can be identified and specially allocated as
occurring on or before the Effective Time (in which case the State Parties will be responsible for
any such specifically allocated Unpaid Charges) or occurring after the Closing Date (in which
case Franchisee will be responsible for any such specifically allocated Unpaid Charges. The
State Parties will be responsible for all such Unpaid Charges allocable to the time period prior to
the Effective Time, and Franchisee will be responsible for the payment of all such Unpaid
Charges allocable to the time period after the Effective Time. The State Parties and Franchisee
covenant and agree that all such Unpaid Charges (unless subject to good faith dispute) shall be
paid in full by either the State Parties or Franchisee, as the case may be, within sufficient time to
prevent any taxing agency or other creditor from making any claim for or on account of the
Liquor Business. If either the State Parties or Franchisee pays any such Unpaid Charges in full
in accordance with the preceding sentence, then the other Party shall promptly reimburse the
paying Party for its pro rata portion of such unpaid charges (if applicable) to the paying Party
upon receipt of written notice of the existence and amount of any such payment from the paying
Party.
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3.4 Post-Closing Adjustments.
(a) Within 60 days after the Closing Date, Franchisee shall prepare and deliver to
each State Party a statement (the Draft Working Capital Statement) setting forth
Franchisees good faith calculation of the actual Working Capital delivered by the State
Parties to Franchisee at the Closing (the Actual Delivered Working Capital). Solely for the
purposes of calculating Working Capital as provided in this Section 3.4, Interim Assets will be
treated as Transferred Assets. After delivery of the Draft Working Capital Statement,
Franchisee shall make its internal work papers related to its preparation of the Draft Working
Capital Statement available to the State Parties and their accountants, during normal business
hours, and shall cause the personnel of the Franchisee Parties to be reasonably available to
assist, and otherwise reasonably cooperate with, the State Parties in their review of the Draft
Working Capital Statement.
(b) If either (i) the State Parties accept the calculation of Actual Delivered Working
Capital set forth in the Draft Working Capital Statement, or (ii) the State Parties do not deliver
to Franchisee, within 45 days after receiving the Draft Working Capital Statement, a written
notice stating their objection and setting forth their calculation of the Actual Delivered
Working Capital (Objection Notice), then the calculation of Actual Delivered Working
Capital set forth in the Draft Working Capital Statement shall become final and binding upon
the State Parties and Franchisee.
(c) If the State Parties deliver an Objection Notice to Franchisee, then Franchisee
and the State Parties shall use their reasonable good faith efforts to resolve and finally
determine the Actual Delivered Working Capital. If the Parties do not reach a final resolution
as to the amount of the Actual Delivered Working Capital within 30 days of the date of the
Objection Notice, then Franchisee and the State Parties shall jointly engage an independent,
nationally recognized, accounting firm (if required, then subject to approval by the Ohio
Auditor of State) (the Independent Accountant), which Independent Accountant shall
determine the amount of the Actual Delivered Working Capital. The Independent Accountant
shall be instructed to use every reasonable effort to perform its services and to issue a written
determination of the Actual Delivered Working Capital within 30 days after submission of the
dispute to it, and in any case, as soon as practicable after such submission. The Parties shall
promptly furnish or cause to be furnished, such work papers and other documentation and
information related to the dispute as the Independent Accountant may reasonably request. The
determination of any such Independent Accountant shall be set forth in writing and shall be
final and binding upon the State Parties and Franchisee.
(d) If Franchisee and the State Parties submit any dispute to an Independent
Accountant for resolution as provided in Section 3.4(c), the fees and costs of the Independent
Accountant shall be borne by the State Parties and Franchisee in the same proportion as the net
respective differences between (i) the amount of Actual Delivered Working Capital submitted
by each of them to the other pursuant to Sections 3.4(a) and 3.4(b) and (ii) the Actual
Delivered Working Capital amount determined by the Independent Accountant. For example,
if the Actual Delivered Working Capital submitted by State Parties is $2,000,000 and the
Actual Delivered Working Capital submitted by the Franchisee is $1,000,000 and the Actual
Delivered Working Capital determined by the Independent Accountant is $1,200,000 then
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State Parties will bear 80% and the Franchisee will bear 20% of the fees and costs of the
Independent Accountant. In addition to the portion of the costs of the Independent Accountant
borne by it, each Party shall be responsible for costs, charges and expenses incurred by it in
connection with and incidental to the determination of Actual Delivered Working Capital.
(e) Following the final determination of Actual Delivered Working Capital
pursuant to Section 3.4(b) or 3.4(c) (as applicable):
(i) If the Actual Delivered Working Capital exceeds the Estimated
Working Capital by an amount greater than $5,000,000 (such excess amount, the
Excess Amount), then within three Business Days following the final
determination of Actual Delivered Working Capital, Franchisee shall pay the
State Parties an amount equal to the sum of (A) the Excess Amount, plus (B) the
Working Capital Holdback Amount by wire transfer of immediately available
funds.
(ii) If the Estimated Working Capital exceeds the Actual Delivered
Working Capital by an amount greater than $5,000,000 (such excess amount, the
Shortfall Amount), then within three business days following the final
determination of Actual Delivered Working Capital, Franchisee shall (A) be
entitled to retain an amount of the Working Capital Holdback Amount equal to
the Shortfall Amount; (B) if the Shortfall Amount exceeds the Working Capital
Holdback Amount, then Franchisee shall receive a credit against future amounts
due under the DLC Services Agreement equal to such excess in addition to the
amount provided in clause (A); and (C) if the Shortfall Amount is less than the
Working Capital Holdback Amount, Franchisee shall remit the balance to the
State Parties.
(iii) In all other cases, Franchisee shall within three Business Days pay
the State Parties an amount equal to the Working Capital Holdback Amount.
3.5 Deferred Payments.
(a) Subject to the terms of this Section 3.5, Franchisee shall, on an annual basis
beginning with the Fiscal Year following the Closing Date, pay to OBM (on behalf of the
State Parties and pursuant to the payment instructions of the Director of OBM), a cash
payment (the Deferred Payment) in an amount (Deferred Payment Amount) calculated as
follows:
(i) if the Liquor Business Profits for a Fiscal Year are less than or
equal to the Base Franchise Profits for the corresponding Fiscal Year, then the
amount of the Deferred Payment shall be zero; or
(ii) if the Liquor Business Profits for a Fiscal Year are greater than the
Base Franchise Profits for such Fiscal Year, then the amount of the Deferred
Payment shall be 75% of the amount by which the Liquor Business Profits exceed
the Base Franchise Profits for such Fiscal Year.
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(iii) If for any reason Franchisee holds the Franchise for less than a full
Fiscal Year, then for purposes of calculation of the Deferred Payment for such
Fiscal Year, the Base Franchise Profits shall be pro-rated based on the total
number of days that the Franchisee held the Franchise for such partial Fiscal Year.
(b) No later than 30 days after Franchisee receives its unaudited financial
statements for the Liquor Business for a Fiscal Year, and in any event no later than 60 days
following the close of such Fiscal Year, Franchisee will (i) deliver to each State Party a copy
of such unaudited financial statements, and together with Franchisees written statement
(Deferred Payment Notice) setting forth, in reasonable detail, the Franchisees calculation of
the Deferred Payment Amount corresponding to such Fiscal Year based upon the Liquor
Business Profits shown in the unaudited financial statements for such Fiscal Year, and (ii) pay
the full amount of the Deferred Payment Amount shown on its Deferred Payment Notice to
the State Parties. Any additional balance due to the State Parties after a final determination of
the Deferred Payment Amount pursuant to Section 3.5(e) shall be paid by Franchisee in
accordance with Section 3.5(g).
(c) If the State Parties agree with the Deferred Payment Amount set forth in the
Deferred Payment Notice, the State Parties shall notify Franchisee in writing of their
acceptance (Acceptance Notice), and upon receipt of such Acceptance Notice, such
Deferred Payment Amount shall be deemed to be the final and binding Deferred Payment
Amount payable to the State Parties hereunder.
(d) If the State Parties disagree with the Deferred Payment Amount set forth in the
Deferred Payment Notice, the State Parties shall deliver a written notice, stating their
objection and setting forth their calculation of the Deferred Payment Amount (a Dispute
Notice), to Franchisee no later than 30 days after receipt of the Deferred Payment Notice. If
the State Parties deliver a timely Dispute Notice to Franchisee, then Franchisee and the State
Parties shall use their reasonable good faith efforts to resolve their disagreement and
determine a final Deferred Payment Amount.
(e) If the State Parties and Franchisee are unable to agree upon a final Deferred
Payment Amount within 30 days after delivery of a Dispute Notice, any Party may elect, by
written notice to the other Parties, to have the Independent Accountant assist in the resolution
of such disagreement. The Independent Accountant shall address only that portion of the
Deferred Payment Amount that remains in dispute and may not set the final Deferred Payment
Amount at an amount greater than the highest amount claimed by any Party or an amount less
than the lowest amount claimed by any Party. The Independent Accountant will determine the
final Deferred Payment Amount for the applicable Fiscal Year. The Independent Accountant
shall be instructed to use every reasonable effort to perform its services and to prepare a
written report within 30 days after submission of the disagreement to it, and in any case, as
soon as practicable after such submission. The fees and costs of the Independent Accountant
shall be borne by the State Parties and Franchisee in the same proportion as the net respective
differences between (i) the Deferred Payment Amount notified by each of them to the other
pursuant to Sections 3.5(b) and 3.5(d) and (ii) the final Deferred Payment Amount for the
applicable Fiscal Year determined by the Independent Accountant. In addition to its portion
of the costs of the Independent Accountant, each Party shall be responsible for all the other
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costs, charges and expenses incurred by it in connection with and incidental to the matters.
The Independent Accountants determination of the Deferred Payment Amount shall be final
and binding upon the State Parties and Franchisee and shall be deemed to be the Deferred
Payment Amount payable to the State Parties hereunder.
(f) If the State Parties do not deliver an Acceptance Notice or a Dispute Notice to
Franchisee within 30 days after receipt of the Deferred Payment Notice, then Franchisee must
personally notify each of the Director of Budget and Management and the Director of
Commerce (either in-person or by a telephone conversation) of the failure of the State Parties
to respond to the Deferred Payment Notice delivered by Franchisee. If either Director
requests an extension of time for the State Parties to respond, the time period for delivery of an
Acceptance Notice or a Dispute Notice shall be extended by 15 days. If upon the expiration of
such 15-day extension period, the State Parties have not delivered an Acceptance Notice or a
Dispute Notice to Franchisee, then the Deferred Payment Amount set forth in the Deferred
Payment Notice shall be deemed to be the final and binding Deferred Payment Amount
payable to the State Parties hereunder.
(g) No later than 10 days after any Deferred Payment Amount is finally determined
pursuant to Section 3.5(c), (e), or (f) and deemed to be the Deferred Payment Amount due to
the State Parties hereunder, (i) Franchisee shall pay any additional balance due with respect to
such Deferred Payment Amount as instructed by the Director of Budget and Management in
writing or (ii) if it is determined that Franchisee has made an overpayment to the State Parties,
the State Parties shall credit such overpayment against any amounts owed by the Franchisee to
the State Parties hereunder.
(h) Notwithstanding anything contained herein to the contrary, any Deferred
Payment with respect to a Fiscal Year shall be payable by Franchisee from Liquor Business
Profits and subordinated to Ordinary Course Costs and Expenses due and payable, Required
Payments due in the current Fiscal Year and related payments necessary to replenish reserve
funds, but senior in payment to any Other Commitments and the right of Franchisee to receive
Liquor Business Profits. If, for any period of time, the payment of any Deferred Payment is
blocked in accordance with the contractual rights of holders of the Obligations, the amount of
such Deferred Payment shall bear simple interest, from and including the date the same first
becomes due and payable through and including the date actually paid, at an annual rate equal
to the Applicable Rate in effect on the date such Deferred Payment first becomes due and
payable. Notwithstanding anything contained in this Agreement or any other agreement
related to the Obligations, in no event will the remedies available to the State Parties
hereunder (or the right of the State Parties to exercise such remedies) upon the occurrence of a
Franchisee Default be blocked, prohibited or delayed in any manner.
3.6 Revitalization Program.
(a) JobsOhio shall establish and implement a program (the Revitalization
Program) for the funding of revitalization purposes as defined in Sections 2o and 2q of
Article VIII of the Ohio Constitution (the Revitalization Purposes). For its Revitalization
Program JobsOhio shall, in consultation with the State Parties, establish a selection process
including selection criteria for projects involving Revitalization Purposes (the Revitalization
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Projects). JobsOhio may contract with the DOD for administrative support and servicing of
the Revitalization Program.
(b) JobsOhio will commit to select up to $43 million of Revitalization Projects
annually commencing on the Closing Date; provided, however, that (i) the Revitalization
Projects selected for funding shall be consistent with the then-current selection criteria
established by JobsOhio for the Revitalization Program, and (ii) shall be funded solely out of
the General Purpose Fund (created under and as defined in the Master Trust Indenture), taking
into account existing and projected resources and other existing and projected financial
commitments of the General Purpose Fund.
3.7 Transaction Expenses. The Franchisee Parties shall promptly reimburse, pay to the
State, or pay as directed by the State, the State Transaction Expense Amount within 10 days of
receipt of OBMs certification of the State Transaction Expense Amount, provided that OBM
shall deliver its certification of the State Transaction Expense Amount to the Franchisee Parties
no later than 60 days after Closing.
ARTICLE 4 - CLOSING AND DELIVERIES
4.1 The Closing. The closing of the Contemplated Transactions (the Closing) shall take
place at the offices of Squire Sanders (US) LLP, in Columbus, Ohio, commencing on such date
and at such time as the Parties mutually determine (the Closing Date).
4.2 Effective Time. The Contemplated Transactions shall be effective as of 12:01 a.m. local
time on the Closing Date, or such other time as the Parties may agree (the Effective Time).
4.3 Deliveries at the Closing. At the Closing, (a) the State Parties will deliver to Franchisee
the various certificates, instruments, and documents referred to in ARTICLE 11; (b) the
Franchisee Parties will deliver to the State Parties the various certificates, instruments, and
documents referred to in ARTICLE 12; (c) each Party shall execute, acknowledge (if
appropriate), and deliver to the other Parties such additional instruments of sale, transfer,
conveyance and assignment as any Party and its counsel may reasonably request; (d) each Party
shall execute, acknowledge (if appropriate), and deliver to the other Parties the Bill of Transfer,
the Assignment and Assumption Agreement, the DLC Services Agreement and the Transaction
Documents to which it is a party; and (e) Franchisee will make all of the Closing Date payments
specified in Section 3.2 pursuant to the flow of funds and wire transfer instructions provided in
writing to Franchisee by the State Parties (such instructions, the Payment Instructions).
ARTICLE 5 - OPERATION OF THE LIQUOR FRANCHISE
5.1 Generally. Subject to Sections 5.2 and 5.3, Franchisee shall, at all times during the Term
(a) be responsible for all aspects of the Liquor Business and shall cause the Liquor Business to
be operated in accordance with the provisions of this Agreement and applicable Legal
Requirements and (b) pay or cause to be paid all costs and expenses relating to the operation of
the Liquor Business as and when the same are due and payable. Notwithstanding the foregoing,
any function or responsibility of Franchisee may be performed for Franchisee by the DLC if so
performed under and in accordance with the terms and conditions of the DLC Services
Agreement.
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5.2 Regulatory Functions. For the avoidance of doubt, the Regulatory Functions are not a
part of the Liquor Business, are not being transferred to Franchisee or franchised pursuant to this
Agreement, are not being performed for Franchisee as a service under the DLC Services
Agreement, and shall be paid for exclusively by the DLC. The DLC shall at all times be solely
responsible for all aspects of the management and performance of the Regulatory Functions,
without any instruction from, consultation with or reliance upon Franchisee.
5.3 Statutory Merchandising Functions. The DLC shall at all times be solely responsible
for all aspects of the management and performance of the Statutory Merchandising Functions.
Notwithstanding the foregoing, Franchisee (a) shall receive the benefit of the DLCs
performance of Statutory Merchandising Functions as a service provided to Franchisee under the
DLC Services Agreement, (b) shall have the right to make recommendations to the DLC
concerning the DLCs performance of the Statutory Merchandising Functions in accordance with
the DLC Services Agreement and (c) shall bear all costs and expenses of the Statutory
Merchandising Functions as performed by the DLC in accordance with the terms of the DLC
Services Agreement.
ARTICLE 6 - DLC REPRESENTATIONS AND WARRANTIES.
The DLC represents and warrants to Franchisee that the statements contained in this
ARTICLE 6 are correct and complete as of the date of this Agreement and will be correct and
complete as of the Closing Date (as though made then and as though the Closing Date were
substituted for the date of this Agreement throughout this ARTICLE 6).
6.1 Organization and Authority. The DLC is comprised of two divisions of the
Department of Commerce, a department of the State of Ohio, duly created and existing under
and by virtue of the Constitution (the Constitution) and the laws of the State of Ohio, and has
full power and authority thereunder and under the JobsOhio Act to: (a) enter into this Agreement
and each of the Transaction Documents to which it is a party; (b) subject to the satisfaction of the
condition in Section 11.4, consummate the Contemplated Transactions; and (c) perform its
obligations under and as contemplated by this Agreement and the Transaction Documents to
which it is a party. This Agreement has been, and each of the Transaction Documents to which
the DLC is a party will be, duly executed and delivered by the DLC, and constitutes, or in the
case of each of the Transaction Documents to which it is a party, will constitute, when delivered,
the valid and legally binding obligations of the State Parties and the DLC, enforceable in
accordance with their respective terms and conditions.
6.2 Non-contravention. The execution, delivery and performance of this Agreement and the
other Transaction Documents to which DLC is or will be a party, and the consummation of the
Contemplated Transactions by it, do not as of the date hereof and will not as of the Closing Date
(a) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling,
charge, or other restriction of any Governmental Authority to which the DLC, the Franchise or
the Transferred Assets are subject or (b) conflict with, result in a breach of, constitute a default
under, result in the acceleration of, create in any Person the right to accelerate, terminate,
modify, or cancel, or require any notice or consent under any agreement, contract, lease, license,
instrument, note, resolution, indenture, loan agreement, trust agreement, mortgage, deed of trust
or other agreement or instrument to which the DLC is a party or by which the Liquor Enterprise
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is bound or to which any of the Transferred Assets is subject (or result in the imposition of any
Encumbrance (other than Permitted State Encumbrances) upon any of its assets). The DLC is
not required to give any notice to, make any filing with, or obtain any authorization, consent, or
approval of any Person in order for the DLC to consummate the Contemplated Transactions
other than the approval of the DLC Services Agreement and the DOD Agreement by the
Controlling Board, which approval will be obtained as of Closing.
6.3 Advisors Fees. Other than the retention of Public Financial Management, Inc. to act as
financial advisor to the State of Ohio in connection with the Contemplated Transactions, the fee
for which is included in the State Transaction Expense Amount, neither of the State of Ohio nor
the DLC or any of their respective officers and agents have incurred, and will not incur, any
liability or obligation, contingent or otherwise, to pay fees, commissions or similar payments to
any broker, finder, or agent with respect to the Contemplated Transactions.
6.4 Title to Assets. The DLC has good and marketable title to the Transferred Assets and
the Franchise, free and clear of any Encumbrances or restriction on transfer (other than the
Existing Liquor Enterprise Obligations, which will be legally defeased on the Closing Date, and
the Permitted State Encumbrances).
6.5 Financial Statements. The DLC has made available to Franchisee the unaudited
financial statements of the DLC for Fiscal Years ended June 30 in each of 2007, 2008, 2009,
2010, 2011, and 2012 (the Most Recent Fiscal Year End, subject to Section 11.1, with such
financial statements, collectively, including the related notes and schedules, the Year-End
Financial Statements, and together with the Interim Financial Statements, the Financial
Statements). The balance sheet of the DLC as of December 31, 2011 (which is included in the
Interim Financial Statements) and the methodology used to calculate the Working Capital of the
Liquor Enterprise as of such date are set forth on Schedule VI hereto. The Financial Statements
have been prepared on a modified accrual basis throughout the periods covered thereby and
present fairly, in all material respects, the financial condition of the DLC as of such dates and the
results of operations of the DLC for such periods; provided, however, that the Interim Financial
Statements are subject to normal year-end adjustments (which will not be material individually
or in the aggregate) and lack footnotes and other presentation items.
6.6 Assigned Contracts and Contract Rights. With respect to each Assigned Contract and
Contract Right: (a) the contract is legal, valid, binding, enforceable and in full force and effect;
(b) the contract will be legal, valid, binding, enforceable and in full force and effect immediately
following the Closing; (c) no party is in material breach or default, and, to the knowledge of the
State Parties, no event has occurred which with notice or lapse of time would constitute a
material breach or default, or permit termination, material modification or acceleration, under the
contract; and (d) no party has repudiated any provision of the contract. Since the Most Recent
Fiscal Year End, no Person has given oral or written notice of intent to terminate, discontinue or
breach any such agreement. A true and accurate list of all Agency Stores has been provided by
DLC to Franchisee and each such Agency Store has executed a DLC-approved form of an
Agency Contract. DLC has previously provided copies of each of the forms of the Agency
Contracts in effect as of the date hereof to the Franchisee.
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6.7 Notes and Accounts Receivable. All notes and accounts receivable of DLC are
reflected properly on their books and records, are valid receivables subject to no setoffs or
counterclaims, are current and collectible, and will be collected in accordance with their terms at
their recorded amounts, as adjusted for operations and transactions through the Closing Date in
accordance with the past custom and practice of the DLC, as applicable.
6.8 Insurance. The DLC is self-insured with respect to the Liquor Enterprise. The agency
performance bonds issued by Agency Stores under the terms of their Agency Contracts (such
bonds, the Agency Store Bonds) are issued for the benefit of the DLC in accordance with
Legal Requirements. A listing of the bond coverage amounts for each Agency Store has been
previously provided to Franchisee, which listing is current as of the date indicated thereon.
6.9 Compliance with Legal Requirements. The DLC has operated and is operating the
Liquor Enterprise in compliance, in all material respects, with all applicable Legal Requirements
and the DLC is not in material breach of any applicable Legal Requirement that would have a
Material Adverse Effect on the operations of the Liquor Enterprise.
6.10 Litigation. The DLC has provided Franchisee with a complete and accurate description
of each instance in which the DLC (a) is subject to any outstanding injunction, judgment, order,
decree, ruling, or charge related to the Liquor Enterprise; or (b) is a party to any action, suit,
proceeding, hearing, or investigation of, in, or before any court or quasi-judicial or
administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator
related to the Liquor Enterprise.
6.11 Inventory. All inventories held by the Liquor Enterprise are valued on the Financial
Statements at the lower of cost or market. Such inventories consist of a quantity and quality
usable and saleable in the Ordinary Course of Business, subject to reasonable reserves.
ARTICLE 7 - OBM REPRESENTATIONS AND WARRANTIES
The OBM represents and warrants to Franchisee that the statements contained in this
complete as of the Closing Date (as though made then and as through the Closing Date were
7.1 Organization and Authority. The OBM is a department of the State of Ohio, duly
created and existing under and by virtue of the Constitution and the laws of the State of Ohio,
and has full power and authority thereunder and under the JobsOhio Act to: (a) enter into this
Agreement and each of the Transaction Documents to which it is a party; (b) subject to the
satisfaction of the condition in Section 11.4, consummate the Contemplated Transactions; and (c)
perform its obligations under and as contemplated by this Agreement and the Transaction
Documents to which it is a party. This Agreement has been, and each of the Transaction
Documents to which the OBM is a party will be, duly executed and delivered by the Director of
Budget and Management, and constitutes, or in the case of each of the Transaction Documents to
which it is a party, will constitute, when delivered, the valid and legally binding obligations of
the State of Ohio and the OBM, enforceable in accordance with their respective terms and
conditions.
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other Transaction Documents to which the OBM is or will be a Party, and the consummation of
the Contemplated Transactions by it, do not, as of the date hereof, and will not, as of the Closing
Date, (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree,
ruling, charge, or other restriction of any Governmental Authority to which the OBM is subject
or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of,
create in any Person the right to accelerate, terminate, modify, or cancel, or require any notice or
consent under any agreement, contract, lease, license, instrument, note, resolution, indenture,
loan agreement, trust agreement, mortgage, deed of trust or other agreement or instrument to
which the OBM is a party or by which the OBM is bound or to which any of the assets of the
OBM is subject (or result in the imposition of any Encumbrance upon any of its assets). The
OBM does not need to give any notice to, make any filing with, or obtain any authorization,
consent, or approval of any Person in order for the OBM to consummate the Contemplated
Transactions other than the approval of the DLC Services Agreement and the DOD Agreement
by the Controlling Board, which approval will be obtained as of Closing.
7.3 Advisors Fees. Other than the retention of Public Financial Management, Inc. to act as
financial advisor to the State of Ohio in connection with the Contemplated Transactions, the fee
for which is included in the State Transaction Expense Amount, neither the State of Ohio nor the
OBM and their respective officers and agents have incurred, and will not incur, any liability or
obligation, contingent or otherwise, to pay fees, commissions or similar payments to any broker,
finder, or agent with respect to the Contemplated Transactions.
7.4 Compliance with Legal Requirements. To the knowledge of the OBM, the DLC has
operated and is operating the Liquor Enterprise in compliance, in all material respects, with all
applicable Legal Requirements and the DLC is not in breach of any applicable Legal
Requirement that would have a Material Adverse Effect on the operations of the Liquor
Enterprise.
ARTICLE 8 - FRANCHISEE REPRESENTATIONS AND WARRANTIES
Franchisee represents and warrants to the State Parties that the statements contained in
this ARTICLE 8 are correct and complete as of the date of this Agreement and will be correct
and complete as of the Closing Date (as though made then and as though the Closing Date were
8.1 Organization of Franchisee; Tax Exemption. Franchisee is a nonprofit corporation
duly incorporated, validly existing, and in good standing under the laws of the State of Ohio and
duly qualified under Section 501(c)(3) of the Code. Franchisee is exempt from federal income
Tax under Section 501(a) of the Code as an organization described in Section 501(c)(3) of the
Code (except for any unrelated business income tax imposed pursuant to Section 511 of the
Code).
8.2 Franchisee Governance Documents. True and correct copies of the Organizational
Documents, the Franchisees conflicts of interest policies, and other ethical or corporate policies
adopted by Franchisee were delivered to the State Parties prior to the date of this Agreement.
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Franchisees conduct, as of Closing and at all times prior thereto, has been in material
compliance with the documents delivered pursuant to the first sentence of this Section 8.2.
8.3 Authority. Franchisee has all requisite corporate power and authority to own, lease and
operate the properties and assets it now owns, leases or operates and to carry on its business as
presently conducted. Immediately after the Effective Time, no portion of the Liquor Business
will be owned or conducted by any parent, subsidiary or affiliate of Franchisee that is not a party
to this Agreement.
8.4 Parent, Subsidiaries and Affiliates. JobsOhio is the sole member of Franchisee and
Franchisee has no subsidiaries, ownership or other beneficial interests in any other Person.
8.5 Authorization of Transaction. Franchisee has full power and authority (including full
corporate power and authority) to execute and deliver this Agreement and the Transaction
Documents to which Franchisee is a party to perform its obligations hereunder and thereunder,
and to consummate the Contemplated Transactions. This Agreement constitutes, and each of the
Transaction Documents to which it is a party will constitute, when delivered, the valid and
legally binding obligation of Franchisee, enforceable in accordance with their respective terms
and conditions. The execution, delivery and performance of this Agreement and the other
Transaction Documents to which it is a party have been duly authorized by Franchisees board of
directors.
other Transaction Documents to which Franchisee is a party, and the consummation of the
Contemplated Transactions by it, do not, as of the date hereof, and will not, as of the Closing
Date, (a) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree,
ruling, charge, or other restriction of any Governmental Authority to which Franchisee or its
business is subject or (b) conflict with, result in a breach of, constitute a default under, result in
the acceleration of, create in any Person the right to accelerate, terminate, modify, or cancel, or
require any notice under any agreement, contract, lease, license, instrument, or other
arrangement to which Franchisee is a party or by which it is bound or to which any of its assets
are subject. Franchisee does not need to give any notice to, make any filing with, or obtain any
authorization, consent, or approval of any Person in order for the Parties to consummate the
Contemplated Transactions, other than the approval of the DLC Services Agreement and the
DOD Agreement by the Controlling Board, which approval will be obtained as of Closing.
8.7 Compliance with Legal Requirements; Litigation.
(a) Since the date of its formation, Franchisee has operated, and it is currently
operating, in compliance, in all material respects, with all applicable Legal Requirements.
(b) Franchisee has provided the State Parties with a complete and accurate
description of each instance in which the Franchisee (i) is subject to any outstanding
injunction, judgment, order, decree, ruling, or charge related to the Contemplated
Transactions; or (ii) is a party to any action, suit, proceeding, hearing, or investigation of, in,
or before any court or quasi-judicial or administrative agency of any federal, state, local, or
foreign jurisdiction or before any arbitrator related to the Contemplated Transactions.
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(c) Other than with respect to the Contemplated Transactions, there is not now and
has not been any action, suit or proceeding, at law or in equity related to Franchisees
operations or business, as conducted prior to the Closing.
8.8 Ability to Perform at Closing. Franchisee has, as of the Closing, the ability to
transition, operate, and perform its duties under this Agreement and the Transaction Documents
to which it is a party without material disruption to the contemplated operations of the Liquor
Business. As used in the previous sentence, material disruption does not include such minor
disruptions historically experienced by DLC, both in quality and quantity.
8.9 Brokers and Advisors Fees. Franchisee has no liability or obligation, contingent or
otherwise, to pay any fees, commissions or similar payments to any broker, finder, or agent with
respect to the Contemplated Transactions for which the State Parties could become liable or
obligated.
8.10 Business Operations. As of the Closing, Franchisee is not engaged in any business,
activities or operations other than the Permitted Transitional Activities or business, activities or
operations related to the Liquor Business. Franchisee has provided the State Parties with copies
of all agreements pursuant to which the Permitted Transitional Activities are being conducted,
and it is not a party to any other contractual arrangements other than those directly related to the
Liquor Business or the Permitted Transitional Activities.
ARTICLE 9 - JOBSOHIO REPRESENTATIONS AND WARRANTIES
JobsOhio represents and warrants to the State Parties that the statements contained in this
complete as of the Closing Date (as though made then and as though the Closing Date were
9.1 Organization of JobsOhio; Tax Exemption. JobsOhio is a nonprofit corporation duly
incorporated, validly existing, and in good standing under the laws of the State of Ohio.
JobsOhio is an exempt organization within the meaning of Section 501(c)(4) of the Code and
exempt from federal income tax under Section 501(a) of the Code as an organization described
in Section 501(c)(4) of the Code (except for any unrelated business income tax imposed pursuant
to Section 511 of the Code).
9.2 JobsOhio Governance Documents. True and correct copies of the Organizational
Documents, the JobsOhio Conflicts of Interests Policy, and other ethical other corporate policies
adopted by JobsOhio were delivered to the State Parties prior to the date of this Agreement.
JobsOhios conduct, as of Closing and at all times prior thereto, has been in compliance with the
documents delivered pursuant to the first sentence of this Section 9.2.
9.3 Authority. JobsOhio has all requisite corporate power and authority to own, lease and
operate the properties and assets it now owns, leases or operates and to carry on its business as
presently conducted. Immediately after the Effective Time, no portion of the Liquor Business
will be owned or conducted by a subsidiary or affiliate of JobsOhio that is not a party to this
Agreement.
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9.4 Ownership. JobsOhio is the sole member of Franchisee and has the sole power to elect
the directors of Franchisee. No other Person has the right to elect the directors of Franchisee or
otherwise control the actions of Franchisee, and JobsOhio will not enter into any agreement or
arrangement with any other Person that would or could have the effect of resulting in any Person
other than JobsOhio becoming a member of Franchisee or otherwise having the right to control
the actions of Franchisee.
9.5 Authorization of Transaction. JobsOhio has full power and authority (including full
corporate power and authority) to execute and deliver this Agreement and the Transaction
Documents to which it is a party, to perform its obligations hereunder and thereunder and to
consummate the Contemplated Transactions. This Agreement constitutes, and each of the
Transaction Documents to which JobsOhio is a party will constitute, when delivered, the valid
and legally binding obligation of JobsOhio, enforceable in accordance with their respective terms
and conditions. The execution, delivery and performance of this Agreement and the other
Transaction Documents to which JobsOhio is a party have been duly authorized by JobsOhios
board of directors.
other Transaction Documents to which JobsOhio is a party, and the consummation of the
Contemplated Transactions by it, do not, as of the date hereof, and will not, as of the Closing
Date, (a) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree,
ruling, charge, or other restriction of any Governmental Authority to which JobsOhio or its
business is subject or (b) conflict with, result in a breach of, constitute a default under, result in
the acceleration of, create in any Person the right to accelerate, terminate, modify, or cancel, or
require any notice under any agreement, contract, lease, license, instrument, or other
arrangement to which JobsOhio is a party or by which it is bound or to which any of its assets are
subject. JobsOhio does not need to give any notice to, make any filing with, or obtain any
authorization, consent, or approval of any Person in order for the Parties to consummate the
Contemplated Transactions, other than the approval of the DLC Services Agreement and the
DOD Agreement by the Controlling Board, which approval will be obtained as of Closing.
9.7 Compliance with Legal Requirements; Litigation.
(a) Since the date of its formation, JobsOhio has operated, and it is currently
operating, in compliance, in all material respects, with all applicable Legal Requirements.
(b) JobsOhio has provided the State Parties with a complete and accurate
description of each instance in which JobsOhio (i) is subject to any outstanding injunction,
judgment, order, decree, ruling, or charge related to its operations or business; or (ii) is a party
to any action, suit, proceeding, hearing, or investigation of, in, or before any court or quasi-
judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before
any arbitrator related to its operations or business.
9.8 Ability to Perform at Closing. As of the Closing, JobsOhio has the ability to perform
its duties under the Transaction Documents to which it is a party without material disruption.
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9.9 Brokers and Advisors Fees. JobsOhio has no liability or obligation, contingent or
otherwise, to pay any fees, commissions or similar payments to any broker, finder, or agent with
respect to the Contemplated Transactions for which the State Parties could become liable or
obligated.
ARTICLE 10 - PRE-CLOSING COVENANTS
The Parties agree as follows with respect to the period between the execution of this
Agreement and the Closing:
10.1 General. From the date hereof up to the Effective Time, each Party shall use all
commercially reasonable efforts to take, or cause to be taken, all actions and to do all things
necessary, proper, or advisable in order to consummate and make effective the Contemplated
Transactions.
10.2 Notices and Consents. Each of the Parties will (and the State Parties will cause the DLC
to) give any notices to, make any filings with, and use its commercially reasonable efforts to
obtain (and to cooperate with the other Party to obtain) any consent or approval of any
Governmental Authority or any other public or private Person which is required to be obtained or
made by such Party in connection with the consummation of the Contemplated Transactions.
Each Party shall promptly cooperate with and promptly furnish reasonable and appropriate
information requested by the other in connection with any such efforts by, or reasonable
requirement imposed upon, any of them in connection with the foregoing.
10.3 Injunctions. If any Governmental Authority of competent jurisdiction issues a
preliminary or permanent injunction or temporary restraining order or other order before the
Effective Time which would prohibit or materially restrict or hinder the Closing, each Party shall
use all reasonable efforts to have such injunction, decree or order dissolved or otherwise
eliminated as promptly as possible and, in any event, prior to the Effective Time. Any and all
costs incurred by any Party pursuant to any action taken in accordance with this Section 10.3
shall be borne by such Party.
10.4 Policies of Insurance; Agency Performance Bonds.
(a) The State Parties shall cause any applicable policies of insurance maintained in
respect of the Liquor Enterprise to be continued in force from the date hereof up to the
Effective Time. At the Effective Time, all such policies of insurance shall terminate and
Franchisee shall be responsible for obtaining adequate insurance for the Franchise, the Liquor
Business Profits, the Liquor Business and the Transferred Assets.
(b) The State Parties shall use commercially reasonable efforts to obtain, on or
prior to the Closing Date, assurances acceptable to Franchisee, in its reasonable discretion, that
the existing Agency Store Bonds, will remain in full force and effect after the Closing. After
Closing, such Agency Store Bonds will be modified or reissued, at the cost of the Liquor
Business, so that Franchisee is added as co-beneficiary with the DLC or covered as a separate
beneficiary, as may be appropriate, as each Agency Store Contract with the DLC is renewed in
the Ordinary Course of Business. To the extent that any Agency Store Bond does not include
Franchisee as a named co-beneficiary on the Closing Date, and in the event of a loss covered
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by such Agency Store Bond, the State Parties will share the proceeds of such Agency Store
Bond with Franchisee to the extent necessary to place Franchisee in a position similar to if it
were a named co-beneficiary. However, in no event shall the State Parties be responsible for
sharing with or providing to Franchisee any amount greater that the State Parties actually
received from any such Agency Store Bond. Franchisee will use commercially reasonable
efforts to assist the State Parties in the modification or reissuance of such Agency Store Bonds
as needed.
10.5 Operation of Liquor Business. The State Parties shall keep (and shall cause the DLC to
keep) the Liquor Enterprise substantially intact, including its present operations, physical
facilities, working conditions, insurance policies and relationships with lessors, licensors,
suppliers, customers, and employees. The State Parties shall not engage in any practice, take any
action, or enter into any transaction relating to or affecting the Liquor Business other than in the
Ordinary Course of Business. Without limiting the generality of the foregoing, except in the
Ordinary Course of Business, the State Parties will not, without the prior written consent of
Franchisee, (a) enter into, terminate, amend, renew or otherwise modify any of the contracts or
agreements set forth on the Schedule of Assumed Liabilities; (b) obtain or seek to obtain new
licenses or certificates; or (c) alter in any material manner the staffing support allocated to the
Liquor Enterprise. Nothing in this Section 10.5 shall constrain the State Parties authority or
discretion with respect to their Statutory Merchandising Functions or Regulatory Functions.
10.6 Reasonable Access. Each Party shall permit (and the State Parties shall cause the DLC
to permit) Representatives of any other Party (including legal counsel and accountants) to have
reasonable access, at mutually agreed times, during normal business hours, upon 48 hours prior
written notice, and in a manner so as not to interfere with the normal business operations of a
Party, to relevant and appropriate premises, properties, personnel, books, records (including Tax
records), contracts, and documents of or pertaining to the Liquor Enterprise or the contemplated
operation of the Liquor Business (the Books and Records). The Franchisee Parties
acknowledge that, in the case of Books and Records of the State Parties, such access is subject to
the State Parties and the State of Ohio agencies policies regarding access to the State Books
and Records shared or located in common with the premises, properties, personnel, books,
records (including Tax records), contracts, documents, personnel, servers, and other restricted
assets or information of any agency of the State of Ohio. The requesting Party shall bear all
costs and expenses incurred by the granting Party in providing such access to the requesting
Party.
10.7 Notice of Developments. Each Party shall promptly notify the other Party in writing (a)
if such Party becomes aware of any fact or condition that causes or would be reasonably likely to
cause or constitute a material breach of any of the representations and warranties of such Party
set forth herein or (b) of the occurrence of any material breach of any covenant of such Party in
this Agreement or of the occurrence of any event that may make the satisfaction of the closing
conditions set forth herein impossible or unlikely. No disclosure by any Party pursuant to this
Section 10.7, however, shall be deemed to prevent or cure any misrepresentation, breach of
warranty, or breach of covenant; provided, however, that the Franchisee Parties shall be deemed
to have waived any claim of breach if Franchisee elects to consummate the Contemplated
Transaction despite the continuance of such breach. If the subject matter of any such disclosure,
alone or in the aggregate with the subject matter of any or all other such disclosures, would, as
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determined by Franchisee in the sole discretion of Franchisee, constitute or have a Material
Adverse Effect on the Franchise, the Transferred Assets, the Liquor Business and intended
conduct of the Liquor Business or the ability of the Parties to consummate the Contemplated
Transactions, Franchisee may terminate this Agreement by giving written notice to the Director
of Budget and Management and the Director of Commerce.
10.8 Transition Matters.
(a) From the date hereof up to the Effective Time, the Parties shall cooperate with
each other to ensure the orderly transition of control, custody, operation, and management of
the Franchise and the Transferred Assets.
(b) The Franchisee Parties shall (i) amend their respective Organizational
Documents in a manner and form reasonably satisfactory to the State Parties, and provide
copies of such amendments as have been filed with the Ohio Secretary of State and (ii) create
or amend, as applicable, their conflicts of interest and ethics policies in a manner and form
reasonably satisfactory to the State Parties.
(c) The Franchisee Parties shall provide to the State Parties the transcripts of the
proceedings for the Transaction Obligations.
ARTICLE 11 - CONDITIONS TO THE OBLIGATIONS OF THE FRANCHISEE
PARTIES
The obligation of Franchisee Parties to consummate the Contemplated Transactions in
connection with the Closing is subject to the satisfaction or written waiver by the Franchisee
Parties of the following conditions:
11.1 DLC Conditions.
(a) the representations and warranties of the DLC set forth in this Agreement shall
be true and correct in all material respects at and as of the Closing Date, except to the extent
that such representations and warranties are qualified by the term material, or contain the
term Material Adverse Effect in which case such representations and warranties (as so
written, including the term material or Material) shall be true and correct in all respects at
and as of the Closing Date;
(b) the DLC shall have performed and complied with all of its respective covenants
hereunder in all material respects through the Closing to the extent that such covenants require
performance prior to the Closing;
(c) no Proceeding shall be pending before any Governmental Authority wherein an
unfavorable injunction, judgment, order, decree, ruling, or charge would (i) prevent
consummation of any of the Contemplated Transactions, (ii) cause any of the Contemplated
Transactions to be rescinded following consummation (and no such injunction, judgment
order, decree, ruling, or charge shall be in effect), or (iii) adversely affect the right of the
Franchisee to own the Franchise and/or the Transferred Assets and to operate the Liquor
Business (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);
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(d) the Director of Commerce shall have delivered to Franchisee a certificate to the
effect that each of the conditions specified in Sections 11.1(a)(c) are satisfied in all material
respects; and
(e) the DLC shall have delivered to Franchisee the unaudited financial statements
of the DLC for the most recent month end (the Interim Financial Statements).
11.2 OBM Conditions.
(a) the representations and warranties of the OBM set forth in this Agreement shall
be true and correct in all material respects at and as of the Closing Date, except to the extent
that such representations and warranties are qualified by the term material, or contain the
term Material Adverse Effect, in which case such representations and warranties (as so
(b) the OBM shall have performed and complied with all of its respective
covenants hereunder in all material respects through the Closing to the extent that such
covenants require performance prior to the Closing;
and
(d) the Director of Budget and Management shall have delivered to Franchisee a
certificate to the effect that each of the conditions specified in Sections 11.2(a)(c) are
satisfied in all material respects.
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11.3 State Parties. The State Parties shall have executed and delivered to Franchisee the
Assignment and Assumption Agreement, the Bill of Transfer, the DLC Services Agreement and
the other Transaction Documents to which any of them are a party.
11.4 Bond Defeasance. The Bond Defeasance Escrow Agreements shall have been executed
by the Bond Defeasance Escrow Trustees and on behalf of the State of Ohio, and the Director of
Budget and Management shall have arranged for the deposit of funds or securities out of the
proceeds of the Transaction Consideration sufficient (in the opinion of the Verification Agent (as
defined in the Bond Defeasance Escrow Agreements)) to provide for the payment in full (as the
same mature or as the same may be called for redemption in advance of their maturity) of all
Existing Liquor Enterprise Obligations outstanding at the Effective Time in such manner that on
the Closing Date such obligations shall have been legally defeased and are no longer treated as
outstanding under the documents under which such obligations were issued and secured, and the
State Parties shall have provided to Franchisee evidence reasonably satisfactory to it that any and
all security interests and collateral securing any such obligations will be released in full as of the
Effective Time.
11.5 Contemplated Transactions. All actions to be taken by the State Parties necessary to
consummate the Contemplated Transactions and all certificates, opinions, instruments, and other
documents required to effect the Contemplated Transactions will be reasonably satisfactory in
form and substance to Franchisee.
11.6 DLC Services Agreement. The DLC Services Agreement shall have been approved by
the Controlling Board.
11.7 Opinion. Franchisee shall have received from counsel to the DLC and the OBM an
opinion in form and substance reasonably satisfactory to the Parties, addressed to Franchisee,
and dated as of the Closing Date.
11.8 DOD Agreement. The DOD Agreement shall have been approved by the Controlling
Board, and executed by the DOD.
11.9 Transaction Obligations Completion. Franchisee shall have successfully issued the
Transaction Obligations.
ARTICLE 12 - CONDITIONS TO THE OBLIGATIONS OF THE STATE
PARTIES
The obligations of the State Parties to consummate the Contemplated Transactions in
connection with the Closing are subject to the satisfaction or written waiver by the State Parties
of the following conditions:
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12.1 Franchisee Conditions.
(a) the representations and warranties of the Franchisee set forth in this Agreement
shall be true and correct in all material respects at and as of the Closing Date, except to the
extent that such representations and warranties are qualified by the term material, or contain
the term Material Adverse Effect, in which case such representations and warranties (as so
(b) Franchisee shall have performed and complied with all of its covenants
(c) except as previously disclosed to the State Parties, no Proceeding shall be
pending before any Governmental Authority wherein an unfavorable injunction, judgment,
order, decree, ruling, or charge would (i) prevent consummation of any of the Contemplated
Transactions, (ii) cause any of the Contemplated Transactions to be rescinded following
consummation (and no such injunction, judgment order, decree, ruling, or charge shall be in
effect), or (iii) adversely affect the right of the Franchisee to own the Franchise and/or the
Transferred Assets and to operate the Liquor Business (and no such injunction, judgment,
order, decree, ruling, or charge shall be in effect); and
(d) the President of Franchisee shall have delivered to the State Parties (i) a final
copy of the Master Trust Indenture and (ii) a certificate to the effect that each of the conditions
specified in Sections 12.1(a)(c) are satisfied in all respects.
12.2 JobsOhio Conditions.
(a) the representations and warranties of the JobsOhio set forth in this Agreement
shall be true and correct in all material respects at and as of the Closing Date, except to the
extent that such representations and warranties are qualified by the term material, or contain
the term Material Adverse Effect, in which case such representations and warranties (as so
written, including the term material or Material) shall be true and correct in all material
respects at and as of the Closing Date;
(b) JobsOhio shall have performed and complied with all of its covenants
and
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(d) the Chief Investment Officer of JobsOhio shall have delivered to the State
Parties a certificate to the effect that each of the conditions specified in Sections 12.2(a)(c)
are satisfied in all respects.
12.3 DLC Services Agreement. The DLC Services Agreement shall have been approved by
the Controlling Board.
12.4 Franchisee Parties. The Franchisee Parties shall have executed and delivered to the
State Parties the Assignment and Assumption Agreement, the Bill of Transfer, the DLC Services
Agreement, the DOD Agreement, and each Transaction Document to which any of them are a
party. The Organizational Documents, conflicts of interest policies and other ethical or corporate
policies of each Franchise Party shall be reasonably satisfactory to the State Parties.
12.5 Amounts Provided. Franchisee shall have paid in full the amounts provided for under
Section 3.2 in accordance with the Payment Instructions.
12.6 Bond Defeasance. The Bond Defeasance Escrow Agreements shall have been executed
by the Bond Defeasance Escrow Trustees and on behalf of the State of Ohio, and the Director
of Budget and Management shall have arranged for the deposit of funds or securities out of the
proceeds of the Transaction Consideration sufficient (in the opinion of the Verification Agent
(as defined in the Bond Defeasance Escrow Agreements)) to provide for the payment in full
(as the same mature or as the same may be called for redemption in advance of their maturity)
of all Existing Liquor Enterprise Obligations outstanding at the Effective Time in such manner
that on the Closing Date such obligations shall have been legally defeased and are no longer
treated as outstanding under the documents under which such obligations were issued and
secured, and the State Parties shall have provided to Franchisee evidence reasonably
satisfactory to it that any and all security interests and collateral securing any such obligations
will be released in full as of the Effective Time.
12.7 Opinion. The State Parties shall have received from counsel to Franchisee an opinion in
form and substance reasonably satisfactory to the Parties, addressed to the Department of
Commerce and the OBM, and dated as of the Closing Date, which shall include an opinion that
the operation of the Liquor Business by the Franchisee will not be an unrelated trade or business
within the meaning of Section 513(a) of the Code and that the income from the operation of the
Liquor Business will not be unrelated business taxable income as defined in Section 512(a) of
the Code and subject to tax under Section 511 of the Code.
12.8 Transaction Obligations. Franchisee shall have successfully issued the Transaction
Obligations.
12.9 DOD Agreement. The DOD Agreement shall have been approved by the Controlling
Board.
12.10 Contemplated Transactions. All actions to be taken by the Franchisee Parties in
connection with consummation of the Contemplated Transactions and all certificates, opinions,
instruments, and other documents required to effect the Contemplated Transactions will be
reasonably satisfactory in form and substance to the State Parties.
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ARTICLE 13 - TERMINATION PRIOR TO THE CLOSING
13.1 Pre-Closing Termination of Agreement. The Parties may terminate this Agreement at
any time prior to Closing:
(a) by mutual written consent of the State Parties and Franchisee;
(b) by either the State Parties or Franchisee, upon notice to the other Party, if (i)
any Governmental Authority of competent jurisdiction shall have issued an order, decree or
ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting
the Contemplated Transactions, and such order, decree, ruling or other action has become final
and nonappealable; provided, however, that the right to terminate this Agreement under this
Section 13.1(b) shall not be available to any Party whose failure to comply with any provision
of this Agreement has been the cause of, or resulted in, such order or action or (ii) the Closing
has not occurred as of 12:01 A.M. (Columbus, Ohio time) on June 30, 2013;
(c) by Franchisee, upon notice to the State Parties, if any condition set forth in
ARTICLE 11 is not satisfied at the Effective Time; provided, however, that Franchisee shall
not have the right to terminate this Agreement under this Section 13.1(c) if a Franchisee
Partys failure to comply with any provision of this Agreement has been the cause of, or
resulted in, the failure of such condition or conditions to be satisfied; or
(d) by the State Parties, upon notice to Franchisee, if any condition set forth in
ARTICLE 12 is not satisfied at the Effective Time; provided, however, that the State Parties
shall not have the right to terminate this Agreement under this Section 13.1(d) if the State
Parties failure to comply with any provision of this Agreement has been the cause of, or
resulted in, the failure of such condition or conditions to be satisfied.
13.2 Effect of Pre-Closing Termination. If any Party terminates this Agreement pursuant to
Section 13.1, all rights and obligations of the Parties hereunder shall terminate without any
liability of any Party to the other Party. Each Party will bear its own costs and expenses
hereunder. The provisions of ARTICLE 1, Sections 13.2, 17.8 and ARTICLE 18 shall survive
termination of this Agreement.
ARTICLE 14 - AFFIRMATIVE COVENANTS
14.1 Affirmative Covenants of the Parties. Each Party agrees that, unless at any time the
other Party shall otherwise expressly consent in writing, it will:
(a) General. In case at any time after the Closing any further actions are necessary
to carry out the purposes of this Agreement and the Transaction Documents, each of the
Parties will take such further actions (including the execution and delivery of such further
instruments and documents) as the other Party may reasonably request, all at the sole cost and
expense of the requesting Party; provided, however, that nothing contained in this Section 14.1
shall limit the sole discretion of the State Parties to perform the Regulatory Functions or the
Statutory Merchandising Functions.
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(b) Litigation Support. If and for so long as any Party actively is contesting or
defending against any action, suit, proceeding, hearing, investigation, charge, complaint,
claim, or demand in connection with (i) any of the Contemplated Transactions or (ii) any fact,
situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident,
action, failure to act, or transaction on or prior to the Closing Date involving the State Parties,
the DLC, or the OBM with respect to the Contemplated Transactions, the other Party will
cooperate with the contesting or defending Party and its counsel in the contest or defense,
make available its personnel, and provide such testimony and access to its books and records
as shall be necessary in connection with the contest or defense. Each Party shall bear its own
costs and expenses incurred in contesting or defending a claim, or supporting another Partys
claim or defense.
(c) Remittance of Misdirected Payments.
(i) If any Franchisee Party receives a payment that relates to the
operation of the Liquor Enterprise at any time prior to the Effective Time (other
than any Unswept Sales Revenue), such payment shall be the sole property of the
State Parties and not the Franchisee Party, and the Franchisee Party shall remit
such payment(s) to the DLC no later than 10 days after the receipt of such
payment. For the avoidance of doubt, any Unswept Sales Revenue shall be the
sole property of the Franchisee and not the State Parties.
(ii) If any State Party receives a payment that relates to the operation
of the Liquor Business, the Franchise, the Transferred Assets and/or the After-
Acquired Assets at any time on or after the Effective Time, such payment shall be
the sole property of the Franchisee Parties and not the State Parties, and such
State Party shall, at its election, either (1) deliver such payment(s) to the Master
Trustee within 10 days after receipt of such payment or (2) credit such payment
amount against any payments due to the State Parties under the DLC Services
Agreement.
(d) Agency Contracts. After the Closing, as promptly as commercially practicable,
each Party shall cooperate, in all commercially reasonable respects, to cause each Agent that is
a party to an existing Agency Contract to enter into two agreements to replace the existing
Agency Contract, (i) an agreement with Franchisee in the form agreed upon by the parties
hereto, and (ii) an agreement with DLC in the form agreed upon by the parties hereto.
14.2 Affirmative Covenant of the State Parties. The State Parties agree that, unless at any
time the Franchisee Parties shall otherwise expressly consent in writing, during the Term they
will act at all times in material compliance with applicable Legal Requirements (including
Section 28 of Article II of the Constitution), this Agreement and the DLC Services Agreement.
14.3 Affirmative Covenants of Franchisee. Franchisee agrees that, unless at any time the
State Parties shall otherwise expressly consent in writing, during the Term it will:
(a) act in compliance with the terms and provisions of its Organizational
Documents;
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(b) (i) operate exclusively as a 501(c)(3) Organization, (ii) conduct its operations in
a manner that will result in its continued qualification as a 501(c)(3) Organization, and (iii)
timely file or cause to be filed all material, returns, reports and other documents that are
required to be filed with the Internal Revenue Service;
(c) if a change in the Code or other applicable Legal Requirement (i) causes the
revenues or monies derived from the Liquor Business to be subject to federal income taxation
or (ii) causes it to operate its business or activities in a manner which causes revenues derived
from the Liquor Business to be subject to federal income taxation, then the Franchisee shall
use its best efforts to establish exempt status from federal income taxation with respect to such
revenues or monies;
(d) act, and cause its officers and directors to act, in compliance with the terms of
its conflicts of interest policy, and all other fiduciary and ethical rules and regulations imposed
by all applicable Legal Requirements;
(e) maintain the Franchise, Transferred Assets and the After-Acquired Assets and
operate the Liquor Business in the Ordinary Course of Business;
(f) provide the State Parties with written notice of the addition of a new member or
removal of an existing member of the Obligated Group; and
(g) take all reasonable steps necessary to complete or otherwise wind up any and
all of Franchisees Permitted Transitional Activities as soon as reasonably practicable
following the Closing.
14.4 Affirmative Covenants of JobsOhio. JobsOhio agrees that, unless at any time the State
Parties shall otherwise expressly consent in writing, during the Term it will:
(a) act in compliance with the terms of its Organizational Documents and as
provided in Section 187.01 of the ORC;
(b) remain the sole member of Franchisee at all times, and not enter into any
agreement or arrangement with any other Person that would or could have the effect of
resulting in any Person other than JobsOhio becoming a member of Franchisee or otherwise
having the right to control the actions of Franchisee or to appoint directors of Franchisee;
(c) operate exclusively as an organization described in 501(c)(4) of the Code;
(d) if a change in the Code or other applicable Legal Requirement (i) causes the
revenues or monies derived from the Liquor Business to be subject to federal income taxation
or (ii) causes it to operate its business or activities in a manner which causes revenues derived
from the Liquor Business to be subject to federal income taxation, then JobsOhio shall use its
best efforts to establish exempt status from federal income taxation with respect to such
revenues or monies;
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(e) act, and cause its officers and directors to act, in compliance with the terms of
JobsOhio Conflicts of Interest Policy, and all other fiduciary and ethical rules and regulations
imposed by all applicable Legal Requirements; and
(f) take all reasonable steps necessary to cause the Franchisee to complete or
otherwise wind up any and all Permitted Transitional Activities as soon as reasonably
practicable following the Closing.
14.5 Liquor Revenue Covenants.
(a) The State of Ohio shall maintain statutory authority for and cause to be charged
wholesale and retail prices for Spirituous Liquor sold by the Liquor Business so that the
Minimum Debt Service Coverage Ratio is achieved in each Fiscal Year during the Term of
this Agreement.
(b) No later than 30 days after the end of each Fiscal Year, Franchisee shall
provide the State Parties with a written statement setting forth (in reasonable detail) its
calculation of the Debt Service Coverage Ratio for such Fiscal Year (Debt Coverage
Statement).
(c) If the Debt Service Coverage Ratio set forth in such Debt Coverage Statement
is less than the Minimum Debt Service Coverage Ratio then the following shall occur:
(i) Franchisee shall, no later than 60 days after the date of the Debt
Coverage Statement, engage an independent outside consultant with nationally
recognized expertise in liquor sales and operations satisfactory to DLC (the
Consultant), at the cost and expense of the Franchise;
(ii) Franchisee shall instruct the Consultant to review and analyze the
revenues, expenses and operations of the Liquor Business and to submit to each of
Franchisee, the DLC, the OBM and the Master Trustee, within 60 days following
its engagement, the Liquor Business Recommendations; and
(iii) Franchisee and DLC may also, in their discretion, within 60 days
after the end of such Fiscal Year, create a plan to take such other actions as
Franchisee and DLC may otherwise agree upon to increase the Debt Service
Coverage Ratio for the then current Fiscal Year and have the Consultant certify in
writing that such plan is, in its opinion, likely to result in a Debt Service Coverage
Ratio that is greater than the Minimum Debt Service Coverage Ratio for the then
current Fiscal Year (a Work Plan).
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14.6 Bond Redemption Covenants.The Bond Defeasance Escrow Agreement related to the
Existing Liquor Enterprise Chapter 151 Make-Whole Obligations shall provide that the State
of Ohio shall transfer all deposits maintained and held in the debt service funds for the
Existing Liquor Enterprise Chapter 151 Obligations to the Bond Defeasance Escrow Trustee
for such obligations to be held in the custody of such Bond Defeasance Escrow Trustee (the
Chapter 151 Reserve Account) as additional security to be used by such Bond Defeasance
Escrow Trustee to pay the Make-Whole Redemption Prices (as defined in the Bond
Defeasance Escrow Agreement related to the Existing Liquor Enterprise Chapter 151 Make-
Whole Obligations) in the event that proceeds from the sale of the funds and securities
deposited with such Bond Defeasance Escrow Trustee for the defeasance to final maturity of
the Existing Liquor Enterprise Chapter 151 Make-Whole Obligations (the Chapter 151
Make-Whole Proceeds) are not sufficient to pay such Make-Whole Redemption Prices on the
Existing Liquor Enterprise Chapter 151 Make-Whole Obligations. Such deposits that were
maintained and held in the debt service funds for the Existing Liquor Enterprise Chapter 151
Obligations and are transferred to the Chapter 151 Reserve Account shall not be taken into
account for purposes of determining the Bond Defeasance Payment.
(b) The Bond Defeasance Escrow Agreement related to the Existing Liquor
Enterprise Chapter 166 Make-Whole Obligations shall provide that the State of Ohio shall
transfer all deposits maintained and held in the debt service funds for the Existing Liquor
Enterprise Chapter 166 Obligations to the Bond Defeasance Escrow Trustee for such
obligations to be held in the custody of such Bond Defeasance Escrow Trustee (the Chapter
166 Reserve Account) as additional security to be used by such Bond Defeasance Escrow
Trustee to pay the Make-Whole Redemption Prices (as defined in the Bond Defeasance
Escrow Agreement related to the Existing Liquor Enterprise Chapter 166 Make-Whole
Obligations) in the event that proceeds from the sale of the funds and securities deposited with
such Bond Defeasance Escrow Trustee for the defeasance to final maturity of the Existing
Liquor Enterprise Chapter 166 Make-Whole Obligations (the Chapter 166 Make-Whole
Proceeds) are not sufficient to pay such Make-Whole Redemption Prices on the Existing
Liquor Enterprise Chapter 166 Make-Whole Obligations. Such deposits that were maintained
and held in the debt service funds for the Existing Liquor Enterprise Chapter 166 Obligations
and are transferred to the Chapter 166 Reserve Account shall not be taken into account for
purposes of determining the Bond Defeasance Payment.
(c) The Bond Defeasance Escrow Agreement relating to the Existing Liquor
Enterprises Chapter 151 Make-Whole Obligations shall provide that upon the redemption of
the Existing Liquor Enterprise Chapter 151 Make-Whole Obligations, the Bond Defeasance
Escrow Trustee for such obligations shall distribute (i) fifty percent (50%) of the Chapter 151
Make-Whole Proceeds, if any, that were not necessary to pay the Make-Whole Redemption
Prices on the Existing Liquor Enterprise Chapter 151 Make-Whole Obligations (the Excess
Chapter 151 Make-Whole Proceeds) to Franchisee, and fifty percent (50%) of the Excess
Chapter 151 Make-Whole Proceeds, if any, to the State of Ohio; and (ii) fifty percent (50%) of
the balance in the Chapter 151 Reserve Account, if any, to Franchisee and fifty percent (50%)
of the balance in the Chapter 151 Reserve Account, if any, to the State of Ohio.
(d) The Bond Defeasance Escrow Agreement relating to the Existing Liquor
Enterprise Chapter 166 Make-Whole Obligations shall provide that upon the redemption of the
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Existing Liquor Enterprise Chapter 166 Make-Whole Obligations, the Bond Defeasance
Escrow Trustee for such obligations shall distribute (i) fifty percent (50%) of the Chapter 166
Make-Whole Proceeds, if any, that were not necessary to pay the Make-Whole Redemption
Prices on the Existing Liquor Enterprise Chapter 166 Make-Whole Obligations (the Excess
Chapter 166 Make-Whole Proceeds) to Franchisee, and fifty percent (50%) of the Excess
Chapter 166 Make-Whole Proceeds, if any, to the State of Ohio; and (ii) fifty percent (50%) of
the balance in the Chapter 166 Reserve Account, if any, to Franchisee and fifty percent (50%)
of the balance in the Chapter 166 Reserve Account, if any, to the State of Ohio.
(e) Except as otherwise provided in and Sections 14.6(c) and 14.6(d) herein, each
Bond Defeasance Escrow Agreement shall provide that (i) if, upon termination of the Escrow
Account established pursuant to such Bond Defeasance Escrow Agreement, the remaining
balance in such Escrow Account is an amount in excess of Ten Thousand Dollars
($10,000.00), the Bond Defeasance Escrow Trustee shall distribute (A) fifty percent (50%) of
the balance in such Escrow Account to Franchisee, and (B) fifty percent to the State of Ohio;
and (ii) if, upon termination of such Escrow Account, the remaining balance in such Escrow
Account is an amount equal to or less than Ten Thousand Dollars ($10,000.00), the Bond
Defeasance Escrow Trustee shall distribute the entire balance in such Escrow Account to the
State of Ohio.
ARTICLE 15 - NEGATIVE COVENANTS
15.1 Negative Covenants of the State Parties. The State Parties agree that, unless at any
time Franchisee shall otherwise expressly consent in writing, during the Term they will not:
(a) materially impair any Obligations secured by Liquor Business Profits;
provided, however, that nothing contained in this Section 15.1(a) shall prevent the State
Parties from exercising their termination rights under this Agreement;
(b) create any Encumbrance on the Franchise, any Transferred Asset or any After-
Acquired Asset, except for Permitted State Encumbrances; or
(c) adversely affect the tax exempt status of interest on any Obligations that are
issued as debt, the interest on which is exempt from federal income taxation, provided, that
this covenant shall not (i) be construed to prevent the State Parties exercise of their respective
Regulatory Functions or Statutory Merchandising Functions or (ii) modify, or otherwise
prevent the exercise of, the State Parties respective rights to terminate this Agreement in
accordance with its terms and conditions.
15.2 Negative Covenants of the Franchisee. The Franchisee agrees that during the Term it
will not:
(a) without the consent of the Director of Budget and Management, create or
permit to exist any Encumbrance on the Franchise, any Transferred Asset or any After-
Acquired Assets, except for Obligations, the Permitted Franchisee Encumbrances and the
States rights hereunder;
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(b) in any material way, violate, default under or fail to perform its obligations
under any applicable Legal Requirement, the Master Trust Indenture or any Transaction
Document to which it is a party;
(c) without the consent of the Director of Budget and Management, transfer,
assign, sublicense or convey, or permit the transfer, assignment or conveyance of the
Franchise, the Transferred Assets or the After-Acquired Assets to any Person other than the
State or a receiver appointed by the State Parties (by operation of law or otherwise), except for
sales of inventory in the Ordinary Course of Business;
(d) except as may otherwise be the result of a change in the Code or other
applicable Legal Requirement, (i) cause or permit the revenues or monies derived from the
Liquor Business to be subject to federal income taxation or (ii) operate its business or
activities in a manner which causes revenues derived from the Liquor Business to be subject to
federal income taxation;
(e) (i) commence, or permit to be maintained, any bankruptcy, receivership,
assignment for the benefit of creditors, merger, consolidation, restructuring, reorganization,
sale of substantially all of its assets or similar proceeding or (ii) initiate proceedings to wind-
up, dissolve, or otherwise terminate its business and operations;
(f) without the consent of the Director of Budget and Management, create or own a
beneficial interest in any other Person or Subsidiary;
(g) without the consent of the Director of Budget and Management, issue any
Franchisee Indebtedness, other than the Transaction Obligations, unless (i) such Franchisee
Indebtedness qualifies as an Additional Obligation and (ii) written notice of such issuance has
been provided to the Director of Budget and Management at least 30 days prior to the date of
the planned issuance (which notice shall include (A) draft copies of principal or main
financing documents related thereto and (B) a copy of the calculation showing that the
Required Debt Service Ratio is projected to be met);
(h) without the consent of the Director of Budget and Management, amend any of
its Organizational Documents, ethical codes or policies, or the conflicts of interest policies,
except for any change that is: (i) clerical or inconsequential and does not adversely affect the
rights of the State hereunder, (ii) necessary to maintain compliance with Legal Requirements,
(iii) necessary or desirable to cure any ambiguity or supplement any provision thereof that
would be inconsistent with law or a provision of this Agreement, or (iv) necessary or advisable
to ensure that it will not be treated as a taxable corporation for federal income tax purposes
provided, that such change does not adversely affect the rights of the State hereunder;
(i) without the consent of the Director of Budget and Management, operate,
conduct or undertake any business or activity other than (i) the operation of the Liquor
Business, (ii) the distribution of Liquor Business Profits to JobsOhio and (iii) subject to
Sections 14.3(g) and 14.4(f), the Permitted Transitional Activities; or
(j) without the consent of the Director of Budget and Management, (i) amend or
modify any term defined in the Master Trust Indenture, which defined term is incorporated in
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this Agreement by the phrase (as defined in the Master Trust Indenture); (ii) alter, modify,
or interfere with the priority of the Deferred Payments hereunder as set forth in Section 3.5(h);
or (iii) amend or modify the Master Trust Indenture or similar agreement governing any
Obligations in a manner that has a material and adverse effect on the State Parties or their
rights hereunder.
15.3 Negative Covenants of JobsOhio.
JobsOhio agrees that during the Term it will not:
(a) without the consent of the Director of Budget and Management, create or
permit to exist any Encumbrance on the Franchise, any Transferred Asset, any After-Acquired
Asset or its membership in Franchisee, except for Obligations, the Permitted Franchisee
Encumbrances and the States rights hereunder;
(b) in any material way, violate, default under or fail to perform its obligations
under any applicable Legal Requirement or the terms or obligations of the DOD Agreement,
the Master Trust Indenture or any Transaction Document to which it is a party;
(c) without the consent of the Director of Budget and Management, transfer,
assign, sublicense or convey, or permit the transfer, assignment or conveyance of the
Franchise, the Transferred Assets or the After-Acquired Assets to any Person other than the
State or a receiver appointed by the State Parties (by operation of law or otherwise), except for
sales of inventory in the Ordinary Course of Business;
(d) except as may otherwise be the result of a change in the Code or other
applicable Legal Requirement, (i) cause or permit the revenues or monies derived from the
Liquor Business to be subject to federal income taxation or (ii) operate its business or
activities in a manner which causes revenues derived from the Liquor Business to be subject to
federal income taxation;
(e) without the consent of the Director of Budget and Management, (i) commence,
or permit to be maintained, any bankruptcy, receivership, assignment for the benefit of
creditors, merger, consolidation, restructuring, reorganization, sale of substantially all of its
assets or similar proceeding or (ii) initiate proceedings to wind-up, dissolve, or otherwise
terminate its business and operations;
(f) without the consent of the Director of Budget and Management, amend any of
its Organizational Documents, ethical codes or policies, or conflicts of interest policies, except
for any change that is: (i) clerical or inconsequential and does not adversely affect the rights of
the State hereunder, (ii) necessary to maintain compliance with Legal Requirements, (iii)
necessary or desirable to cure any ambiguity or supplement any provision thereof that would
be inconsistent with law or a provision of this Agreement, or (iv) necessary or advisable to
ensure that it will not be treated as a taxable corporation for federal income tax purposes,
provided, that such change does not adversely affect the rights of the State hereunder; or
(g) permit Franchisee to violate any of its covenants.
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ARTICLE 16 - FINANCE OBLIGATIONS AND ACKNOWLEDGEMENTS
16.1 Franchisee Parties Obligations and Acknowledgements. The Franchisee Parties shall
be responsible for obtaining any financing for the performance of their obligations under this
Agreement, which financing shall comply with all requirements of this Agreement. The
Franchisee Parties each acknowledge that (a) the obligations of the State Parties hereunder are
not general obligations of the State of Ohio or the State Parties and that the full faith and credit,
revenue, and taxing power of the State of Ohio is not pledged to the payment of amounts due
hereunder; (b) the holders or owners of the Obligations shall have no right to have any moneys
obligated or pledged for the payment of debt service except as provided in this Agreement; and
(c) the rights of the holders and owners to payment of debt service on the Obligations are limited
to the pledged Liquor Business Profits, to the extent pledged by Franchisee. The Franchisee
Parties shall cause each Obligation to bear on its face a statement to the effect of Section 16.1(c).
16.2 State Parties Obligations and Acknowledgements.
(a) The State Parties shall (and to the extent necessary shall cause their affiliates
to), to the extent consistent with applicable Legal Requirements and at the sole cost and
expense of the Franchisee Parties, cooperate, in good faith, with the Franchisee Parties with
respect to documentation reasonably necessary to obtain and consummate the issuance and
sale of the Transaction Obligations. The State Parties cooperation may include approving and
executing documents, reasonably satisfactory to the State Parties, which substantiate the terms
of this Agreement (including, without limitation any consents and agreements, reasonably
satisfactory to the State Parties, necessary to confirm that the debt evidenced by the relevant
financing constitutes Obligations) and making relevant and reasonable information and
material available to the Franchisee Parties underwriters or lenders to assist in the facilitation
of the issuance and sale of the Transaction Obligations to the extent permitted by applicable
Legal Requirements and contractual obligations with third Persons. In addition, the State
Parties shall, promptly upon the reasonable request of the Franchisee Parties, execute,
acknowledge and deliver to the Franchisee Parties, or any of the Persons specified by the
Franchisee Parties, all questionnaires, opinions, underwriting agreements, certifications and
other documents reasonably requested by the Franchisee Parties, each in form and substance
satisfactory to the State Parties.
(b) Without limiting the generality of (a) above, the State Parties shall use their
commercially reasonable efforts to (and to the extent necessary shall cause the appropriate
State agencies to use their commercially reasonable efforts to) assist and cooperate, in good
faith, with the preparation of any Preliminary Offering Circular and Offering Circular related
to the issuance and sale of the Transaction Obligations to be completed in connection with the
Closing of the Contemplated Transactions, to the extent that such Preliminary Offering
Circular or Offering Circular contains information relating to a State Party or to the Liquor
Enterprise or its operation prior to the Effective Time (the State Information). Each of the
DLC and OBM shall ensure that the State Information provided by it will be true and correct
in all material respects. Each of the DLC and OBM shall ensure that the State Information
will not contain any untrue or misleading statement of a material fact with respect to it, or omit
to state any material fact with respect to it necessary to make the statements therein, in the
light of the circumstances under which they are made, not misleading.
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(c) If reasonably requested to do so by the Franchisee Parties, the State Parties
shall use their commercially reasonable efforts to cause the Ohio Auditor of State, or cause the
State Parties then independent public accountants, to provide and consent to the use and
inclusion of certain financial information regarding the Liquor Enterprise in connection with
the Transaction Obligations, all at the sole cost and expense of the Franchisee Parties.
(d) Nothing herein shall require the State Parties to incur any additional obligations
or liabilities or to take any action, give any consent or enter into any document inconsistent
with or in violation of any applicable Legal Requirement, the provisions of this Agreement, or
their other contractual obligations to third Persons. Nothing in this Agreement shall (i)
prohibit or prevent the State Parties from issuing bonds or entering into obligations; provided
that, such bonds or obligations are not secured by Liquor Business Profits; or (ii) expand
Franchisees rights to issue any Obligations hereunder.
(e) The State Parties hereby acknowledge and agree that (i) any new obligations
undertaken by the State Parties prior to the termination of all Obligations issued in accordance
with this Agreement may not be secured by any of the Liquor Business, Franchise, Transferred
Assets or After-Acquired Assets, (ii) Franchisee may consummate the issuance and sale of the
Transaction Obligations in accordance with the terms of this Agreement, and (iii) in addition
to the Transaction Obligations, Franchisee may enter into Additional Obligations in
accordance the terms of this Agreement.
ARTICLE 17 - DEFAULT; TERMINATION; CONSEQUENCES OF
TERMINATION OR REVERSION
17.1 Default by Franchisee Parties. The occurrence of any one or more of the following
events during the Term shall constitute a Franchisee Default under this Agreement:
(a) if any Franchisee Party fails to comply in all material respects with or observe
in all material respects any obligation, covenant, agreement, term or condition in this
Agreement and such failure continues unremedied for a period of 90 days following notice
thereof (giving the particulars of the failure in reasonable detail) from the State Parties to
Franchisee or for such longer period as may be reasonably necessary to cure such failure (but
in no event later than 180 days thereafter) provided, in the latter case, that the Franchisee
Parties have demonstrated to the satisfaction of the State Parties, acting reasonably, that (i)
they are proceeding with all diligence to cure or cause to be cured such failure, (ii) their
actions can be reasonably expected to cure or cause to be cured such failure within a
reasonable period of time acceptable to the State Parties, acting reasonably and (iii) such
failure is in fact cured within such period of time; or
(b) if either Franchisee or JobsOhio (i) admits, in writing, that it is unable to pay its
debts as such become due, (ii) makes an assignment for the benefit of creditors, (iii) files a
voluntary petition under Title 11 of the U.S. Code, and an order for relief is entered, or if
either JobsOhio or Franchisee files any petition or answer seeking, consenting to or
acquiescing in any reorganization, arrangement, composition, readjustment, liquidation,
dissolution or similar relief under the present or any future U.S. bankruptcy code or any other
present or future applicable Legal Requirement, or shall seek or consent to or acquiesce in or
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suffer the appointment of any trustee, receiver, custodian, assignee, sequestrator, liquidator or
other similar official of such Franchisee Party, or of all or any substantial part of its properties
or the Franchise, the Transferred Assets, the After-Acquired Assets, the Liquor Business
Profits or any interest therein, or (iv) take any corporate action in furtherance of any action
described in this Section 17.1(b).
17.2 Remedies of the State Parties Upon Franchisee Party Default. Upon the occurrence
and during the continuance of a Franchisee Default, the State Parties may declare the Franchisee
Parties to be in default and may do any or all of the following as the State Parties, in their
discretion, shall determine:
(a) subject to Section 17.6, the State Parties may terminate this Agreement upon
giving written notice to the Franchisee Parties and the expiration of any applicable cure
period;
(b) if a Franchisee Default is by reason of the failure to pay any monies, the State
Parties may (without obligation to do so) make payment on behalf of the Franchisee Parties of
such monies, and any amount so paid by the State Parties shall be payable by the Franchisee
Parties to the State Parties within seven Business Days after written demand therefore;
provided, however, that the State Parties cure of any Franchisee Default shall not affect the
State Parties rights against the Franchisee Parties by reason of such Franchisee Default;
(c) the State Parties may cure a Franchisee Default (but this shall not obligate the
State Parties to cure or attempt to cure a Franchisee Default or, after having commenced to
cure or attempted to cure a Franchisee Default, to continue to do so), and all costs and
expenses reasonably incurred by the State Parties in curing or attempting to cure a Franchisee
Default, shall be payable by the Franchisee Parties to the State Parties within seven Business
Days of written demand; provided, however, that the State Parties cure of any Franchisee
Default shall not affect the State Parties rights against the Franchisee Parties by reason of
such Franchisee Default;
(d) subject to Section 17.8, the State Parties may appoint a receiver or trustee,
which the State Parties may designate as a successor or assign of Franchisee, to supervise,
operate, hold and/or use the Franchise, the Liquor Business Profits, the Transferred Assets and
the After-Acquired Assets, in compliance with the terms of this Agreement;
(e) subject to Section 17.8, the State Parties may elect to receive any revenues
from the Liquor Business remaining after all Ordinary Course Costs and Expenses due and
payable in that Fiscal Year, Required Payments due in that Fiscal Year and related payments
necessary to replenish reserve funds in that Fiscal Year have been paid from the Liquor
Business Profits;
(f) the State Parties may seek specific performance, injunction or other equitable
remedies without the necessity of posting bond, it being acknowledged that damages are an
inadequate remedy for a Franchisee Default;
(g) the State Parties may seek to recover their damages and costs arising from such
Franchisee Default and any amounts due and payable under this Agreement and any other
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Transaction Document and, in connection therewith, exercise any recourse available to any
Person who is owed damages, costs or a debt; and/or
(h) the State Parties may exercise any of their other rights and remedies provided
for hereunder or at law or equity.
17.3 Defaults by the State Parties. The occurrence of any one or more of the following
events during the Term shall constitute a State Default under this Agreement:
(a) if the State Parties fail to comply in all material respects with or observe in all
material respects any obligation, covenant, agreement, term or condition in this Agreement
(other than the covenants described in Section 14.5, the breach of which is governed by
Sections 17.3(b) and 17.3(c)) and such failure continues unremedied for a period of 90 days
following notice thereof (giving the particulars of the failure in reasonable detail) from the
Franchisee Parties to the State Parties or for such longer period as may be reasonably
necessary to cure such failure provided, in the latter case, that the State Parties have
demonstrated to the satisfaction of the Franchisee Parties, acting reasonably, that (i) they are
proceeding with all diligence to cure or cause to be cured such failure, and (ii) their actions
can be reasonably expected to cure or cause to be cured such failure within a reasonable period
of time acceptable to the Franchisee Parties, acting reasonably and (iii) such failure is in fact
cured within such period of time;
(b) for any Fiscal Year, (i) the State Parties do not observe the covenant in Section
14.5(a), (ii) the Minimum Debt Service Coverage Ratio is not achieved and (iii) the State
Parties fail to either (1) follow the Liquor Business Recommendations provided pursuant to
Section 14.5(c)(ii) or (2) follow the Work Plan created pursuant to Section 14.5(c)(iii); or
(c) for any Fiscal Year, (i) the State Parties do not observe the covenant in Section
14.5(a) and (ii) the Debt Service Coverage Ratio set forth in the relevant Debt Coverage
Statement is less than 1.10x.
17.4 Remedies of Franchisee Parties Upon State Default. Upon the occurrence and during
the continuance of a State Default by the State Parties under this Agreement, the Franchisee
Parties may by notice to the State Parties declare the State Parties to be in default and may do
any or all of the following as the Franchisee Parties, in their discretion, shall determine:
(a) subject to Section 17.6, the Franchisee Parties may terminate this Agreement
upon giving 60 days prior written notice to the State Parties and the expiration of any
applicable cure period;
(b) the Franchisee Parties may seek enforcement by writ of mandamus under
Section 2731.01 of the ORC, provided, however, that no such enforcement may be sought with
respect to a failure of the State Parties to implement Liquor Business Recommendations
presented by a Consultant unless and until the Debt Service Coverage Ratio set forth in the
relevant Debt Coverage Statement is less than 1.10x;
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(c) the Franchisee Parties may seek to recover their damages and costs and any
amounts due and payable under this Agreement and, in connection therewith, exercise any
recourse available to any Person who is owed damages, costs or a debt;
(d) if a State Default occurs under Section 17.3(b) or (c), the Franchisee Parties
may reduce or defer all or a portion of any payments owed to the State Parties, other than
amounts due pursuant to the DLC Services Agreement and amounts collected or due for
Taxes, to the extent the Franchisee Parties deem reasonably necessary to meet the Minimum
Debt Service Coverage Ratio for the then-current Fiscal Year; and
(e) the Franchisee Parties may exercise any of their other rights and remedies
provided for hereunder.
17.5 Prior Termination. Subject to Section 17.6 or 17.8, as applicable, the State Parties may
exercise the remedies provided in Sections 17.2(a), (d), and/or (e) of this Agreement:
(a) if a law is enacted and takes effect that directs the State Parties to terminate this
Agreement in accordance with this Agreements terms and provisions; or
(b) if a state or federal law enforcement officer, agency or other investigative
authority, or a state or federal court, provides the Governor of the State of Ohio with an
investigative report produced by such officer, agency, authority, or a court ruling, that the
Governor reasonably deems reliable and provides clear and convincing evidence of an act or
omission by a director or officer of a Franchisee Party, in the course and scope of his or her
duties and responsibilities at such Franchisee Party, constituting either a crime punishable as a
felony or a material violation of applicable law (such a crime or violation, a Violation), and,
after reviewing the report or ruling, the Governor, in his or her reasonable judgment after
consultation with legal counsel, determines that Violation:
(i) has resulted or is likely to result in a material financial loss to the
Liquor Business or any Franchisee Party; or
(ii) (A) involved a material violation of (1) any Franchisee Partys
conflict of interest policy, as it may be amended from time to time, (2) any other
applicable corporate governance or ethics policy which any of the Franchisee
Parties may enact, (3) state or federal securities laws, or (4) any other ethical,
fiduciary or corporate governance standards, rules or regulations applicable to any
Franchisee Party or the Liquor Business under Ohio or federal law or rule; and
(B) has materially adversely affected the ability of any Franchisee Party to act in a
manner consistent with its stated purpose set forth in its respective Organizational
Documents.
(c) The rights provided in this Section 17.5 shall be in addition to any remedies or
other rights that the State Parties may have.
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17.6 Pre-Termination Arrangements.
(a) Notwithstanding anything herein to the contrary, in no event shall (i) the State
Parties exercise the remedies in Sections 17.2(a) or (ii) the Franchisee Parties exercise their
remedies under Section 17.4(a) unless and until the State Parties have made arrangements,
which arrangements shall be without the State Parties assuming any liability or indebtedness
of JobsOhio or Franchisee, for the satisfaction and discharge of all outstanding principal,
interest, or any premium on the Obligations issued in accordance with the terms of this
Agreement and the discharge and payment of any outstanding Ordinary Course Costs and
Expenses incurred.
(b) Upon receipt of notice by the Franchisee Parties that the State Parties have
exercised their remedies under Section 17.2(a), or upon receipt of notice by the State Parties
that the Franchisee Parties have exercised their remedies under Section 17.4(a):
(i) the Franchisee Parties shall promptly deliver to the State Parties
copies of all records, information and other documents or instruments related to
the Liquor Business, the Liquor Business Revenues, the Transferred Assets and
the After-Acquired Assets that are in the possession of the Franchisee Parties or
their agents and representatives; and
(ii) the Franchisee Parties shall fully cooperate with the State Parties to
ensure the orderly transition of control, custody, operation and management of the
Liquor Business and all activities and functions, including distribution and
merchandising activities related thereto, as well as the Franchise, the Liquor
Business Profits, the Transferred Assets and the After-Acquired Assets back to
the State Parties on the Reversion Date.
(c) The Franchisee Parties shall fully cooperate with the State Parties in effecting
the foregoing arrangements, including providing the State Parties with access to all relevant
information and documentation requested by the State Parties and executing and delivering
any document, instrument or certificate the State Parties deem necessary to effect the
foregoing.
(d) Each Party shall be responsible for its own costs and expenses incurred in
complying with provisions of this Section 17.6.
17.7 Consequences of Termination and Reversion. Upon the termination of this
Agreement, whether prior to the expiration of the Term or upon expiration of the Term, and
concurrently with the payment of any amounts as a result of such termination, notwithstanding
any claims the Parties may have against each other and subject to Section 17.6, the following
provisions shall occur:
(a) Termination of Franchise; Transfer of Assets. After performing any
obligations required by Section 17.6, on the day immediately following the termination date
(the Reversion Date), the Franchise shall terminate; and Franchisee shall surrender, deliver,
assign and transfer to the State Parties the Transferred Assets and After-Acquired Assets, as
they exist on the Reversion Date, free and clear of any Encumbrances, for consideration in the
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amount of $1.00; provided, that if the Agreement has terminated due to the expiration of the
Term, such surrender, delivery, assignment and transfer shall be without the payment of any
consideration by the State Parties. Franchisee shall assign to the State Parties all of its right,
title and interest in, to and under all or any contracts of the Franchisee Parties related to the
Liquor Business, the Franchise, the Transferred Assets or the After-Acquired Assets that are
effective as of the Reversion Date (Franchisee Contracts).
(b) Liabilities.
(i) The State Parties shall, after the Reversion Date, assume full
responsibility for the operation of the Liquor Business, and after the Reversion
Date, the Franchisee Parties shall have no liability or responsibility for the
operation of the Liquor Business or the performance of their duties related to the
Liquor Business occurring on or prior to the Reversion Date, including without
limitation all recurring or long-term ordinary course liabilities, and all Ordinary
Course Costs and Expenses arising after the Reversion Date. The Franchisee
Parties shall retain, and the State Parties shall not assume, all responsibility for
and liabilities arising out of or related to the operation of the Liquor Business and
the use of the Transferred Assets and the After-Acquired Assets on or prior to the
Reversion Date.
(ii) The State Parties shall also expressly assume all of Franchisees
obligations under the Franchisee Contracts to the extent arising or relating to any
period of time after the Reversion Date.
(iii) The Franchisee Parties shall be liable for all costs, expenses and
other amounts for which they are liable or responsible hereunder incurred up to
and including the Reversion Date which were not paid as of the Reversion Date.
The State Parties shall be liable for all costs, expenses and amounts incurred in
connection with the Liquor Business after the Reversion Date.
This Section 17.7 shall survive the expiration or any earlier termination of this Agreement.
17.8 Pre-Remedy Arrangements.
(a) Notwithstanding anything herein to the contrary, in no event shall the State
Parties exercise the remedies in Sections 17.2(d) and/or (e) unless and until the State Parties
have made arrangements, which arrangements shall be without the State Parties assuming any
liability or indebtedness of JobsOhio or Franchisee, for the ongoing payment, when due, of the
Obligations issued in accordance with the terms of this Agreement, in all cases in accordance
with the Master Trust Indenture and the discharge and payment of any outstanding Ordinary
Course Costs and Expenses incurred.
(b) Upon receipt of notice that the State Parties have exercised their remedies
under Section 17.2(d) and/or (e), the Franchisee Parties:
(i) shall promptly deliver to the State Parties, receiver or trustee (as
applicable) copies of all records, information and other documents or instruments
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related to the Liquor Business, the Liquor Business Revenues, the Transferred
Assets and the After-Acquired Assets that are in the possession of the Franchisee
Parties or their agents and representatives; and
(ii) shall fully cooperate with the State Parties, receiver or trustee (as
applicable) to ensure the orderly transition of control, custody, operation and
management of the Liquor Business and all activities and functions, including
distribution and merchandising activities related thereto, as well as the Franchise,
the Liquor Business Profits, the Transferred Assets and the After-Acquired Assets
back to the State Parties on the Reversion Date.
(c) The Franchisee Parties shall fully cooperate with the State Parties, receiver or
trustee (as applicable) in effecting the foregoing arrangements, including providing the State
Parties, receiver or trustee (as applicable) with access to all relevant information and
documentation requested by the State Parties, receiver or trustee (as applicable) and executing
and delivering any document, instrument or certificate the State Parties, receiver or trustee (as
applicable) deem necessary to effect the foregoing.
(d) Each Party shall be responsible for its own costs and expenses incurred in
complying with provisions of this Section 17.8.
17.9 Limitation of Liability of State Parties. The Franchisee Parties acknowledge that under
no circumstance shall the State of Ohio or any State Party be liable to the Franchisee Parties or
any other Person (including the holders of any Obligations) for providing for the payment of any
financial or monetary damages or costs imposed upon it pursuant to this ARTICLE 17 or
otherwise pursuant to this Agreement or the Contemplated Transactions out of or from any
source other than the Liquor Business Profits. Monetary recourse against the State Parties under
this ARTICLE 17 or otherwise pursuant to this Agreement or the transactions contemplated
hereby shall be expressly limited to the extent of available Liquor Business Profits owned or
controlled by the State Parties, and, if the Closing occurs, shall be the Franchisee Parties sole
recourse against the State Parties. For the avoidance of doubt, any such financial or monetary
recourse shall not be the general obligation of the State of Ohio or the State Parties and the full
faith and credit, revenue, and taxing power of the State of Ohio shall not be obligated for the
payment of any such financial or monetary recourse.
ARTICLE 18 - MISCELLANEOUS
18.1 Expenses. Except as otherwise expressly provided in this Agreement or the Transaction
Documents, each Party to this Agreement will bear its respective expenses incurred in
connection with the preparation, execution, and performance of this Agreement and the
Contemplated Transactions, including all fees and expenses of agents, representatives, counsel
and accountants.
18.2 Press Releases and Public Announcements. Each Party shall coordinate and consult
with each other before issuing, and give each other the opportunity to review and comment upon,
giving due consideration to all reasonable additions, deletions or changes suggested in
connection therewith, any press release or other public statements with respect to the
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Contemplated Transactions (provided, that such coordination and consultation shall not be
deemed to constitute a consent right), except for disclosures in satisfaction of, or otherwise
required by, applicable Legal Requirement (including by making a public announcement through
issuance of a press release or other reasonable means).
18.3 No Third-Party Beneficiaries. This Agreement shall not confer any rights or remedies
upon any Person other than the Parties and their respective successors and permitted assigns.
18.4 Entire Agreement. This Agreement and the Transaction Documents constitutes the
entire agreement between the Parties and supersedes any prior understandings, agreements, or
representations by or between the Parties, written or oral, to the extent they relate in any way to
the subject matter hereof.
18.5 Succession and Assignment. This Agreement shall be binding upon and inure to the
benefit of the Parties named herein and their respective successors and permitted assigns. Except
for the appointment of a trustee pursuant to Section 17.2(d), no Party may assign either this
Agreement or any of its rights, interests, or obligations hereunder, including the Franchise, the
Transferred Assets and the After-Acquired Assets, without the prior written approval of the other
Party, in all cases in compliance with the JobsOhio Act.
18.6 Counterparts. This Agreement may be executed in one or more counterparts (including
by means of facsimile or electronic mail), each of which shall be deemed an original but all of
which together will constitute one and the same instrument.
18.7 Notices. All notices, requests, demands, claims, and other communications hereunder
shall be in writing. Any notice, request, demand, claim, or other communication hereunder shall
be deemed duly given (a) when delivered personally to the recipient, (b) one business day after
being sent to the recipient by reputable overnight courier service (charges prepaid), (c) one
business day after being sent to the recipient by facsimile transmission or electronic mail, or (d)
four business days after being mailed to the recipient by certified or registered mail, return
receipt requested and postage prepaid, and addressed to the intended recipient as set forth below:
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If to the Department of Commerce:
Ohio Department of Commerce
77 S. High Street, 23
rd
Floor
Columbus, Ohio 43215
Attn: Director
Fax: 614.220.7113
Email: david.goodman@com.state.oh.us
Copy to:
77 S. High Street, 23
rd
Floor
Attn: Chief Legal Counsel
Fax: 614.644.7063
Email: Desiree.Blankenship@com.state.oh.us
And with a Copy to:
Ohio Department of Commerce,
Division of Liquor Control
6606 Tussing Road
Reynoldsburg, OH 43068
Attn: Superintendent
Fax: 614.995.4047
Email: Bruce.Stevenson@com.state.oh.us
If to OBM:
Ohio Office of Budget and Management
30 E. Broad Street, 34th Floor
Columbus, OH 43215
Attn: Director
Fax: 614.728.9295
Email: tim.keen@obm.state.oh.us
Copy to:
Ohio Office of Budget and Management,
Legal Division
Columbus, OH 43215
Fax: 614.728.9295
Email: robin.rose@obm.state.oh.us
If to JobsOhio:
JobsOhio
41 S. High Street, Suite 1500
Attn: President and Chief
Investment Officer
Fax: 614.469.1049
Email: minor@jobs-ohio.com
Copy to:
JobsOhio
Attn: General Counsel
Fax: 614.469.1049
If to Franchisee:
Attn: President
Fax: 614.469.1049
Email: minor@jobs-ohio.com
Copy to:
Attn: General Counsel
Fax: 614.469.1049
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Any Party may change the address to which notices, requests, demands, claims, and other
communications hereunder are to be delivered by giving the other Party(ies) notice in the manner
herein set forth.
18.8 Governing Law. This Agreement shall be governed by and construed in accordance
with the domestic laws of the State of Ohio without giving effect to any choice or conflict of law
provision or rule that would cause the application of the laws of any jurisdiction other than the
State of Ohio.
18.9 Venue. Any litigation which relates to this Agreement will be brought solely in Franklin
County, Ohio (and if a court within Franklin County, Ohio of competent jurisdiction is
unavailable, in any Ohio state court or the US District Court whose geographical territory
includes Franklin County, Ohio or any part thereof), which court will have exclusive jurisdiction
over such litigation, whether at law or in equity. The Parties hereby waive all objections to (a)
personal jurisdiction and venue in any such litigation and (b) personal service of any and all
process.
18.10 WAIVER OF JURY TRIAL. EACH PARTY HEREBY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT SUCH PARTY
MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR
INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF
THE CONTEMPLATED TRANSACTIONS (WHETHER BASED ON CONTRACT, TORT
OR ANY OTHER THEORY). EACH PARTY HEREBY (A) CERTIFIES THAT NO
REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD
NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER
AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HAVE BEEN
INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSFER AGREEMENT
BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN
THIS SECTION 18.10.
18.11 Amendments and Waivers. No amendment of any provision of this Agreement shall be
valid unless the same shall be in writing and signed by the Parties hereto. No waiver by any
Party of any provision of the Agreement or any default, misrepresentation, or breach of warranty
or covenant hereunder, whether intentional or not, shall be valid unless the same shall be in
writing and signed by the Party making such waiver nor shall such waiver be deemed to extend
to any prior or subsequent default, misrepresentation, or breach of warranty or covenant
hereunder or affect in any way any rights arising by virtue of any prior or subsequent such
occurrence.
18.12 Severability. Any term or provision of this Agreement that is invalid or unenforceable in
any situation in any jurisdiction shall not affect the validity or enforceability of the remaining
terms and provisions hereof or the validity or enforceability of the offending term or provision in
any other situation or in any other jurisdiction.
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18.13 Construction. The Parties have participated jointly in the negotiation and drafting of this
Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement shall be
construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise
favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this
Agreement. Any reference to any federal, state, local, or foreign statute or law shall be deemed
also to refer to all rules and regulations promulgated thereunder, unless the context requires
otherwise.
18.14 Incorporation of Schedules. The Schedules identified in this Agreement are
incorporated herein by reference and made a part hereof.
[This Space Intentionally Left Blank]
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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the
date first above written.
John F. Minor, Jr.,
President
JOBSOHIO
_______________________________________
John F. Minor, Jr.,
President and Chief Investment Officer
STATE OF OHIO
_______________________________________
Timothy S. Keen,
Director of Budget and Management
_______________________________________
David Goodman,
Director of Commerce
EXECUTION COPY
SCHEDULE I
Assigned Contracts and Contract Rights
1. Assigned Contracts
Index
DAS
Contract
No.
Vendor
Name
Vendor
Address
Service
Provided
Effective
Date
Contract
Expiration
COM006 OT906708 Allstate
Industrial
(MBE)
5022 Lorain
Avenue
Cleveland,
Ohio 44102
Liquor Bags,
Paper
3/1/2008 2/29/2012;
extended
by
amendment
through
2/28/2013
COM003 OT906511-
3
North Coast
Logistics, Inc.
2323
Lakeside
Avenue
Cleveland,
Ohio 44114
Regional
Distribution and
transportation
6/1/2011 5/31/2014
OT906511-
2
Spartan
Warehouse
and
Distribution,
Inc.
4140
Lockbourne
Rd.
Columbus,
Ohio 43207
Regional
Distribution and
transportation
6/1/2011 5/31/2014
OT906511-
1
Thomas
Transport and
Delivery
9055
Freeway
Drive
Macedonia,
Ohio 44056
Regional
Distribution and
transportation
6/1/2012 5/31/2014
COM005 OT906410 AT Xpress,
LLC
2159
Lockbourne
Rd.
Columbus,
Ohio 43201
Regional
Distribution and
transportation
6/1/2010 5/31/2014
LIQ018 OT905910
Spartan
Warehouse
and
Distribution,
Inc.
4140
Lockbourne
Rd.
Columbus,
Ohio 43207
Cleveland,
Toledo and
Cincinnati
Bailment
Warehouse and
bag storage
6/1/2010 5/31/2016
COM007 OT902912 Spartan
Warehouse &
Distribution
Co., Inc.
4140
Lockbourne
Rd.
Columbus,
OH 43207
Columbus
Bailment
Warehouse and
bag storage
3/1/2012 2/28/2018
Copies of these DLC vendor contracts are available on the Department of Administrative Services
Procurement website (reference http://procure.ohio.gov/proc/currentContracts.asp).
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2. Assigned Contract Rights
DLC will assign or cause to be assigned to Franchisee the rights mutually identified and
agreed to by the Parties.
EXECUTION COPY
SCHEDULE II
Assumed Liabilities
1. All post-Closing liabilities arising out of the Assigned Contracts and Contract Rights
identified in Schedule I.
2. All recurring or long-term ordinary course liabilities of the Liquor Enterprise and the
Liquor Business whether arising before or after the Closing (e.g., workers compensation
claims).
3. Ordinary course accounts payable attributable to the Liquor Enterprise and existing at the
Closing which are not in excess of the amount taken into account in calculating the
Working Capital of the Liquor Enterprise.
EXECUTION COPY
SCHEDULE III
Base Franchise Profits
Fiscal Year Ended
June 30
Base Franchise Profit
Amount
2013 257,500,000
2014 265,225,000
2015 273,181,750
2016 281,377,203
2017 289,818,519
2018 298,513,074
2019 307,468,466
2020 316,692,520
2021 326,193,296
2022 335,979,095
2023 346,058,468
2024 356,440,222
2025 367,133,428
2026 378,147,431
2027 389,491,854
2028 401,176,610
2029 413,211,908
2030 425,608,265
2031 438,376,513
2032 451,527,809
2033 465,073,643
2034 479,025,852
2035 493,396,628
2036 508,198,527
2037 523,444,482
2038 539,147,816
EXECUTION COPY
SCHEDULE IV
Existing Liquor Enterprise Obligations*
Existing Chapter 166 Obligations
Program Date Issued
Development Assistance (Refunding) 10/1/1996 (Series 1998)
Innovation Ohio 7/24/2003 (Series 2003A)
Research & Development 11/6/2003 (Series 2003B)
Development Assistance 9/9/2004 (Series 2004A)
Research & Development 10/27/2005 (Series 2005A)
Logistics & Distribution 6/18/2009 (Series 2009A)
Logistics & Distribution 6/18/2009 (Series 2009B)
Advanced Energy 11/5/2009 (Series 2009C)
Direct Loan 2/18/2010 (Series 2010A)
Innovation Ohio 6/15/2010 (Series 2010B)
Logistics & Distribution 11/23/2010 (Series 2010D)
Advanced Energy
Logistics & Distribution BANS
Direct Loan BANS
Innovation Ohio BANS
12/16/2010 (Series 2010C)
5/30/2012 (Series 2012A)
5/30/2012 (Series 2012B)
5/30/2012 (Series 2012C)
Program Date Issued
Revitalization 10/1/2002 (Series 2002A)
Revitalization 2/18/2010 (Series 2010B)
Revitalization BANS 5/30/2012 (Series 2012A)
Revitalization BANS 5/30/2012 (Series 2012B)
* Existing Liquor Enterprise Obligations include all outstanding principal and interest and
redemption premium thereon plus the fees and expenses of the escrow agents, and the fees of the
independent certified public accounting firm verifying the sufficiency of the escrows and counsel
to the Treasurer of State of Ohio in connection with the defeasance.
EXECUTION COPY
SCHEDULE V
Historical Spirituous Liquor Profits
FY 2003 FY 2004 FY 2005 FY 2006 FY 2007
Original Net Profit $145,354,779.59 $156,666,732.34 $164,774,398.52 $191,589,561.48 $203,231,238.51
Less Licensing
Salaries and Benefits $4,284,622.74 $4,715,468.45 $4,607,816.91 $4,655,441.21 $4,788,173.67
All Other $1,010,550.08 $982,583.70 $995,434.97 $1,074,498.95 $1,058,551.28
Total Licensing $5,295,172.82 $5,698,052.15 $5,603,251.88 $5,729,940.16 $5,846,724.95
Less Beer and Wine
Salaries and Benefits $470,813.47 $504,374.61 $516,182.94 $527,212.05 $519,077.37
All Other $119,820.27 $114,074.50 $117,571.79 $118,122.05 $119,492.16
Total Beer and Wine $590,633.74 $618,449.11 $633,754.73 $645,334.10 $638,569.53
Total Adjusted Net Profit $151,240,586.15 $162,983,233.60 $171,011,405.13 $197,964,835.74 $209,716,532.99
FY 2008 FY 2009 FY 2010 FY 2011 FY 2012
Original Net Profit $213,012,752.58 $224,227,469.76 $228,795,792.14 $237,176,246.16 $251,416,402.20
Less Licensing
Salaries and Benefits $4,886,132.34 $4,902,962.65 $4,778,171.23 $4,701,830.80 $5,003,523.55
All Other $1,225,452.28 $1,225,984.18 $1,105,616.53 $1,506,541.07 $1,312,849.81
Total Licensing $6,111,584.62 $6,128,946.83 $5,883,787.76 $6,208,371.87 $6,316,373.36
Less Beer and Wine
Salaries and Benefits $261,747.80 $83,747.97 $34,453.97 $88,074.69 -$5,396.06
All Other $135,241.63 $116,906.03 $100,791.39 $133,847.37 $130,478.58
Total Beer and Wine $396,989.43 $200,654.00 $135,245.36 $221,922.06 $125,082.52
Total Adjusted Net Profit $219,521,326.63 $230,557,070.59 $234,814,825.26 $243,606,540.09 $257,857,858.08
EXECUTION COPY
Current Assets
Accounts Receivable
Sales Receivable 13,329,781.86 $
Store Managers Adjustment 218,011.26 $
Inventory
Liquor In Agencies 45,550,190.63 $
Paper Bags &Misc. Supplies 786,283.84 $
Prepaids
Rent 28,635.60 $
Total Current Assets: 59,912,903.19 $
Current Liabilities
Accounts Payable
Liquor Purchase 33,619,262.43 $
Taxes 9,484,854.76 $
Operating Expenses 318,078.38 $
Commissions 4,736,322.95 $
Freight 167,133.90 $
Total Current Liabilities: 48,325,652.42 $
Working Capital: 11,587,250.77 $
Working Capital Calculation as of 12/31/2011
SCHEDULE VI
Historical Working Capital
Working Capital Considerations:
x Current Assets excludes Cash.
x Current Liabilities excludes salaries payable, all permit fees due taxing districts, all
deposits on permit applications, and gross profit due the Alcoholism Treatment Program.
EXECUTION COPY
SCHEDULE VII
Regulatory Functions
1
x Issuing new licenses and permits for all manufacturer, wholesale distributor, and retail liquor
licenses for the State. Ohio Rev. Code 4301.10(A)(2), 4303.02 to .234, .24, .26, .292;
Ohio Admin. Code 4301:1-1-12.
x Processing and issuing liquor licenses pursuant to the quota and other provisions of Ohio
Revised Code 4301 and 4303. Ohio Rev. Code 4303.29(B)(2), .292; Ohio Admin. Code
4301:1-1-11.
x Conducting inspections and investigations of permit premises. Ohio Rev. Code
4301.10(A)(1), (6)(7).
x Administrating new location, transfer of location, and transfer of ownership applications.
Ohio Rev. Code 4303.24, .26, .29(B)(2)(b); Ohio Admin. Code 4301:1-1-12, -14, -17.
x Reviewing qualifications of licensees, including background checks. Ohio Rev. Code
121.08(K), 4303.29(A), .292(A)(1)(a); Ohio Admin. Code 4301:1-1-19.
x Reviewing the qualifications of agencies and prospective agencies (including the physical
structure, financial stability of ownership, and wet/dry status). Ohio Rev. Code
4303.292(A)(2)(a); Ohio Admin. Code 4301:1-1-12, -17.
x Administrating liquor license renewals. Ohio Rev. Code 4303.271, .292.
x Issuing permits of various classes (55 classes of permits are available) including
manufacturer, supplier, distributor, retailer, on premise and temporary permits. Ohio Rev.
Code 4303.02 to .234, .26.
x Enforcing hours of operation and Sunday sales. Ohio Rev. Code 4301.10(A)(1), (4), (6),
(7); Ohio Admin. Code 4301:1-1-49.
x Reviewing local options pursuant to Ohio Revised Code 4301.32 to .41.
x Sending notifications of permit applications to the local legislative authority and police. Ohio
Rev. Code 4303.26(A).
x Reviewing locations for violations. Ohio Rev. Code 4301.10(A)(1), (6); Ohio Admin. Code
4301:1-1-19.
x Overseeing and administrating various facets of beer and wine manufacturing, sale,
transportation and distribution within the state, including out of state suppliers, product
registrations, and territory designations. Ohio Rev. Code 4301.10(A)(1)(2), (4), (6)(8),
.24, .241; Ohio Admin. Code 4301-2-01, 4301:1-1-03, -05, -22, -24, -28, -72, -73, -74.
x Issuing Tax Non-Renewal Orders. Ohio Rev. Code 4303.271(D)(2)(a).
x Processing expansions or diminutions of permit premises. Ohio Rev. Code 4301.10(C),
4303.27; Ohio Admin. Code 4301-1-02.
x Approving transfers of products between permit premises. Ohio Admin. Code 4301:1-1-46.
x Approving tastings of beer, wine, and mixed beverages. Ohio Admin. Code 4301:1-1-30.
x Conducting hearings pursuant to objections by legislative authorities or institutions. Ohio
Rev. Code 4303.26, .271.
1
Any changes to Spirituous Liquor statutes or regulations require legislative or administrative action. DLC is
authorized to update this Exhibit from time to time as a result of any such action.
EXECUTION COPY
SCHEDULE VIII
Retained Assets and Functions
A. Retained Assets:
1. Cash.
2. All contracts and contract rights related to the Liquor Enterprise that are not set forth on
Schedule I.
3. All information technology systems used or usable by the Liquor Enterprise.
4. All employee benefit plans of the Liquor Enterprise.
5. Vehicles used or held for use in the Liquor Enterprise.
6. Office equipment, supplies, and other personal property used or held for use in the Liquor
Enterprise.
7. Facilities Establishment Fund created by Section 166.03 of the ORC.
8. All other assets, rights and properties of the Liquor Enterprise other than the Franchise
and the Transferred Assets.
B. Retained Functions:
1. All Statutory Merchandising Functions and all Regulatory Functions.
2. All of the Services (as defined therein) to be provided by DLC pursuant to the terms of
the DLC Services Agreement.
EXECUTION COPY
SCHEDULE IX
Statutory Merchandising Functions
2
x Selecting spirituous liquor products, including size. Ohio Rev. Code 4301.10(A)(1),
(3), (11), .101, .17, .18, .19.
x Determining which agency locations will sell particular products. Ohio Rev. Code
4301.10(A)(1), (3), (11).
x Controlling the purchase of spirituous liquor for distribution to agencies. Ohio Rev. Code
4301.10(A)(1), (3), (11), (B)(2), .18.
x Reviewing and approving trucking contracts for spirituous liquor distribution purposes.
Ohio Rev. Code 4301.10(A)(1), (3), (11), (B)(2).
x Reviewing and approving warehouse contracts. Ohio Rev. Code 4301.10(A)(1), (3),
(11), (B)(2).
x Determining agency shelf sets. Ohio Rev. Code 4301.10(A)(1), (3), (11).
x Auditing agencies for statutory compliance Ohio Rev. Code 4301.10(A)(1), (3), (11).
x Fixing the wholesale and retail prices at which the various classes, varieties, and brands
of spirituous liquor are sold (pursuant to statutory provisions, including gross profit caps).
Ohio Rev. Code 4301.10(A)(1), (3), (11), (B)(4); Ohio Admin. Code 4301-3-01(D).
x Selecting new agency sites in a manner consistent with the Ohio Revised Code, including
compliance with quota and county limits. Ohio Rev. Code 4301.10(A)(1), (3), (11),
.17(A)(1); Ohio Admin. Code 4301-5-01.
x Fixing the amount of commissions paid to liquor contract agencies. Ohio Rev. Code
4301.12, .16, .17(A)(1).
x Monitoring of and adherence to the statutory number of liquor agencies in a county. Ohio
Rev. Code 4301.17(A)(1).
x Processing of legislative notice for new agency location proposals, assignments of an
agency contract, agency relocation proposals, or the relocation and assignment of an
agency. Ohio Rev. Code 4301.17(B).
x Notifying appropriate authorities if a proposed agency, assignment of an agency contract,
or relocation of an existing agency store would cause such agency to be located within
500 feet of the school, church, library, public playground, or township park. Ohio Rev.
Code 4301.17(B).
x Processing the relocation of an agency or reassignment and relocation of an existing
agency store. Ohio Rev. Code 4301.17(B).
x Issuing non-quota C-1 and C-2 licenses for agencies. Ohio Rev. Code 4301.17(C).
x Establishing bonding requirements for each agency. Ohio Rev. Code 4301.17(E).
x Administering agency contracts for the sale of spirituous liquor. Ohio Rev. Code
4301.17(C).
x Determining the location of all state liquor stores. Ohio Rev. Code 4301.10(A)(5); Ohio
Admin. Code 4301-5-01.
x Processing of and setting standards for expansions or diminutions of permit premises.
Ohio Rev. Code 4301.10(C); Ohio Admin. Code 4301-1-02.
2
EXECUTION COPY
x Selecting new state liquor agencies. Ohio Admin. Code 4301-5-01.
x Approving tastings of spirituous liquor. Ohio Admin. Code 4301:1-1-30.
x Conducting hearings pursuant to objections by legislative authorities or institutions. Ohio
Rev. Code 4301.17(B).
x Assigning retail accounts for the wholesale portion of spirituous liquor agency contract.
Ohio Rev. Code 4301.10(A)(3), (11), .17.
x Registering new spirituous liquor products listed. Ohio Rev. Code 4301.10(A)(8).
x Registering spirituous liquor suppliers. Ohio Rev. Code 4301.10(A)(8).
x Registering spirituous liquor solicitors. Ohio Rev. Code 4301.10(A)(8).
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SCHEDULE X
Transferred Assets
1. All Spirituous Liquor inventory of the Liquor Enterprise existing as of Closing.
2. All Unswept Sales Revenue.
3. All Working Capital of the Liquor Enterprise as of the Closing (subject to Section 3.4).
4. All Assigned Contracts and Contract Rights identified on Schedule I (subject to Section
2.3).
5. Those certain licenses to use certain information technology included in the Retained
Assets and Functions granted to Franchisee pursuant to the terms of the DLC Services
Agreement.
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SCHEDULE XI
Existing Liquor Enterprise Make-Whole Obligations*
Program Date Issued
Direct Loan 2/18/2010 (Series 2010A)
Innovation Ohio 6/15/2010 (Series 2010B)
Advanced Energy 12/16/2010 (Series 2010C)
Program Date Issued
Revitalization 2/18/2010 (Series 2010B)
* Existing Liquor Enterprise Make-Whole Obligations include all outstanding principal amounts
and interest and redemption premium thereon plus the fees of the escrow agents, and the fees and
expenses of the independent certified public accounting firm verifying the sufficiency of the
escrows and counsel to the Treasurer of State of Ohio in connection with the defeasance.
APPENDIX E
Form of Operations Services Agreement
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OPERATIONS SERVICES AGREEMENT
CINCINNATI/91891.14
by and among
THE DEPARTMENT OF COMMERCE
THE OFFICE OF BUDGET AND MANAGEMENT
JOBSOHIO
and
January 20,2012
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TABLE OF CONTENTS
ARTICLE I - SERVICES .................................................................................................................. 1
1.1 Scope of Services ......................................................................................................... 1
1.2 Standards of Performance ............................................................................................ 2
1.3 Limitations and Exclusions .......................................................................................... 2
ARTICLE II - SERVICES FEE ........................................................................................................ 2
2.1 Services Fee ................................................................................................................. 2
2.2 Cost Reporting ............................................................................................................. 2
2.3 Ordinary Operating Expenses ...................................................................................... 3
2.4 Extraordinary Expenses ............................................................................................... 5
ARTICLE lll- FRANCHISEE OBLIGATIONS ............................................................................ 6
3.1 Gross Receipts Account.
3.2 Third Party Vendors ..................................................................................................... 7
3.3 Financial Statements; Taxes; Tax Returns ................................................................... 7
3.4 Compliance .................................................................................................................. 8
3.5 Insurance ...................................................................................................................... 8
3.6 Access; Information Sharing ........................................................................................ 9
ARTICLE IV- BUSINESS PLAN; CAPITAL EXPENDITURES ................................................ 9
4.1 Business Plan ............................................................................................................... 9
4.2 Capital Expenditures .................................................................................................... 9
ARTICLE V- MUTUAL COVENANTS ....................................................................................... 10
5.1 Books and Records .................................................................................................... 11
5.2 Inspection & Audit Rights ......................................................................................... 11
ARTICLE VI- TERM & TERMINATION ................................................................................... ll
6.1 Term ........................................................................................................................... 11
6.2 Cross-Termination ..................................................................................................... 11
6.3 Breach; Remedies ...................................................................................................... 11
6.4 Effects of Termination ............................................................................................... 12
6.5 Survival. ..................................................................................................................... 12
ARTICLE VII - INDEMNIFICATION .......................................................................................... 12
ARTICLE VIII - MISCELLANEOUS ........................................................... 12
8.1 Definitions .................................................................................................................. 12
8.2 Acknowledgement. .................................................................................................... 13
8.3 Independent Contractor .............................................................................................. 13
8.4 Use of Other State Entities ......................................................................................... 13
8.5 Force Majeure ............................................................................................................ 13
8.6 Notices ....................................................................................................................... 13
8.7 Binding Effect; Assignment. ...................................................................................... 15
8.8 Third Party Beneficiaries ........................................................................................... 15
8.9 Amendment. ............................................................................................................... 16
8.10 Waiver; Remedies ...................................................................................................... 16
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TABLE OF CONTENTS
8.11 Severability ................................................................................................................ 16
8.12 Construction; Interpretations ...................................................................................... l6
8.13 Entire Agreement. ...................................................................................................... 16
8. I 4 Governing Law .......................................................................................................... 16
8.15 Venue; Submission to Jurisdiction ............................................................................. 16
8.16 WAIVER OF JURY TRIAL ...................................................................................... 17
8.17 Counterparts; Electronic Signature ............................................................................ 17
CINCINNATI/91891.14 ii
EXHIBITS and SCHEDULES
Exhibit A
Schedule A -1 -
Schedule A-2 -
Exhibit B
Exhibit C
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TABLE OF CONTENTS
Services
Liquor Tax Calculation, Reporting and Payment Process
Flow of Funds
Statutory Merchandising
Excluded Regulatory Activities
iii
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OPERATIONS SERVICES AGREEMENT
This OPERATIONS SERVICES AGREEMENT (this "Agreement") is entered into as of this
20th day of January, 2012 and shall be effective on the Effective Date, by and among JOBSOHIO
BEVERAGE SYSTEM, an Ohio nonprofit corporation (the "Franchisee"), the sole member of which
is JobsOhio, an Ohio nonprofit corporation ("JobsOhio"), the STATE OF OHIO, DEPARTMENT
OF COMMERCE, ACTING FOR ITS DIVISIONS OF ADMINISTRATION AND LIQUOR
CONTROL ("DLC"), and the STATE OF OHIO, OFFICE OF BUDGET AND MANAGEMENT
("OBM"), both administrative departments of the State of Ohio under ORC Chapter 121.
Hereinafter, DLC, OBM, JobsOhio (for purposes of Sections 7.1 and 8.9) and the Franchisee shall
each be referred to as a "Party" and collectively, as the "Parties," the State of Ohio shall be referred
to as the "State," and OBM and DLC shall collectively be referred to as the "State Parties."
RECITALS:
A. Pursuant to Ohio Revised Code ("ORC") 4301.10, DLC has the exclusive right to purchase,
merchandise, and sell Spirituous Liquor (as defined in ORC 4301.01(B)(5)) in the State.
B. Pursuant to the Constitution and the laws of the State, and particularly ORC Chapter 4313,
the State Parties will enter into that certain Franchise and Transfer Agreement with the
Franchisee (the "Transfer Agreement"), (i) granting the Franchisee the exclusive right to
procure and sell Spirituous Liquor and perform certain merchandising activities related
thereto, other than the Excluded Regulatory Activities (defined below) and the Statutory
Merchandising Activities (defined below), in the State (the "Franchise") and (ii) transferring
certain assets, rights and interests related thereto (identified therein as the "Transferred
Assets") to the Franchisee, each effective upon the Effective Date (defined below) for the
duration of the Term (defined below) (items (i) and (ii), collectively with the After-Acquired
Assets, the "Liquor Business"). "After-Acquired Assets" means those rights and assets
acquired by the Franchisee during the Term that are used solely or primarily in connection
with the operation of the Franchise.
C. It is a condition to the consummation of the Transfer Agreement, and provided by
ORC 4313.02(E), that the Parties enter into this Agreement for the provision of the
Services (defined below) by DLC to the Franchisee for the continuing operations of the
Liquor Business.
D. The Franchisee desires to engage DLC, and DLC desires to be engaged, to provide the
Services and to enter into the other arrangements provided or contemplated herein, subject to
the terms and conditions of this Agreement.
NOW THEREFORE, in consideration of the mutual promises and covenants contained
herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties hereto, intending to be legally bound, hereby, agree as follows:
ARTICLE I - SERVICES
1.1 Scope of Services. As of the Effective Date, and subject to the terms and conditions
of this Agreement, the Franchisee hereby engages DLC to provide, or cause to be provided to the
Franchisee, those certain procurement, distribution, merchandising, management and other
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operational services, as well as the necessary facilities, administrative support and personnel, for the
ongoing operation of the Liquor Business, which are identified in Exhibit A hereto (which may be
modified, supplemented and/or amended at any time and from time to time upon mutual agreement
of the Parties and reflected on a substitute Exhibit A, a copy of which shall be delivered in writing to
each of the Parties) (collectively, the "Services"). In consideration of DLC's performance of such
Services, the Franchisee will pay DLC the Services Fee (defined below) in the manner set forth in
Section 2.1.
1.2 Standards of Performance. DLC will render the Services to Franchisee: (a) in a
manner consistent with the Expense Budget (defined below) and the Business Plan (defined below)
and (b) in compliance with all applicable federal, state, and local laws, rules, and regulations;
provided, however, that, although included in the Services to be provided by DLC to Franchisee, the
performance of the "Statutory Merchandising Activities" identified in Exhibit B hereto will at all
times remain under the ultimate control, management, and supervision of DLC, in its sole discretion.
Franchisee acknowledges that its input into DLC's performance of such Statutory Merchandising
Activities is limited to the right to consult with, and make recommendations to, DLC during the
Expense Budget Review and Business Plan processes set forth in Sections 2.3 and 4.1 hereof.
1.3 Limitations and Exclusions. For the avoidance of doubt, the Services do not, and
will not, include, and Franchisee shall not be obligated to pay any amounts related to, any activity
related to the regulation, licensure, or enforcement of the sale or use of Spirituous Liquor, beer, wine
or mixed beverages in the State, including those activities identified in Exhibit C hereto (collectively,
the "Excluded Regulatory Activities"). Franchisee acknowledges that such Excluded Regulatory
Activities will be performed by DLC and the State, in compliance with applicable laws, in their sole
discretion, without consultation with, or the consent or approval of, Franchisee. Furthermore, subject
to the exclusive nature of the Franchise, nothing contained in this Agreement will prevent or prohibit
any of the State Parties from (a) providing the Services, (b) using information or data related to, or
derived from, the Services or the Liquor Business in conducting their other respective duties,
operations, and activities, or (c) providing similar services to other persons, State agencies, or
business entities (collectively, the "State Operations").
ARTICLE II - SERVICES FEE
2.1 Services Fee. In accordance with the provisions of this Article II and Section 4.2,
Franchisee will pay, or cause to be paid, all of the direct and indirect costs and expenses incurred by
DLC in rendering the Services and performing its obligations hereunder ("Services Fee"). The
Services Fee will include payment for, in accordance with and subject to the provisions hereof: (a) all
ordinary and recurring costs and expenses of rendering the Services and any related reasonable
allocations of overhead, time, or expense by the State or any of its agencies to DLC in connection
with rendering such Services ("Ordinary Operating Expenses"), (b) all extraordinary, non-recurring
costs and expenses of rendering the Services and/or operating the Liquor Business ("Extraordinary
Expenses"), and (c) all capital expenditures necessary and appropriate for the performance of the
Services and/or the operation of the Liquor Business ("Capital Expenditures").
2.2 Cost Reporting. DLC will cooperate in good faith with Franchisee to provide
periodic and transparent cost reporting of the actual Services Fee incurred by DLC hereunder ("Cost
Reporting"), including the Ordinary Operating Expenses, Extraordinary Expenses, and Capital
Expenditures. DLC will provide such Cost Reporting to Franchisee (i) no less than quarterly and (ii)
in such form, substance and detail as Franchisee and DLC may mutually agree.
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2.3 Ordinary Operating Expenses.
(a) Estimated Expense Budgets. For each Budget Period (defined below), DLC will
prepare and deliver to Franchisee a budget (the "Expense Budget") containing: (i) the reasonably
anticipated Ordinary Operating Expenses of DLC in rendering the Services and performing its
obligations hereunder during such Budget Period ("Estimated Expenses"), (ii) the annualized
Estimated Expenses, in reasonable detail, for each Fiscal Year of such Budget Period, and (iii) a
payment schedule dividing the total Estimated Expenses for such Budget Period into no less than
four periodic payments and specifying the amount and due date of each such payment (the
"Estimated Expense Payments"). For purposes of this Agreement, "Fiscal Year" means the fiscal
year of DLC, which begins on July 1st of each calendar year and ends on June 30th of the subsequent
calendar year. The Parties hereby acknowledge and agree that each Expense Budget will not include
any amounts related to the Excluded Regulatory Functions.
(b) Initial Expense Budget As of the Effective Date, DLC has delivered a copy of the
initial Expense Budget to Franchisee for the Budget Period indicated in Section 2.3(c) below ("Initial
Expense Budget"). Such Initial Expense Budget will be deemed approved by the Parties at the
Effective Date.
(c) Expense Budget Periods. The Initial Expense Budget has been prepared for the
period beginning on the Effective Date and ending on June 30, 2013, and each subsequent Expense
Budget will be prepared for a two-year period coinciding with the then current State budget biennium
period (each, a "Budget Period").
(d) Expense Budget Principles. The Initial Expense Budget has been, and all subsequent
Expense Budgets will be, prepared using the practices, methodologies, and assumptions mutually
agreed upon, in writing, by Franchisee and DLC ("Budget Principles"). As of the Effective Date,
DLC has delivered a copy of such Budget Principles to Franchisee. The Parties acknowledge that the
Budget Principles used to prepare each Expense Budget will likely change over the course of the
Term and such Budget Principles will be modified, as needed, by mutual agreement of Franchisee
andDLC.
(e) Estimated Expense Payments. Commencing on the Effective Date, and no later than
the lst day of each calendar quarter during each applicable Budget Period (defined below) thereafter,
Franchisee will pay DLC the Estimated Expense Payment identified in the applicable Expense
Budget. If this Agreement terminates on a day other than the last day of a calendar quarter, the
amount of any Estimated Expense Payment payable by the Franchisee under this Section 2.3 will be
prorated on a daily basis.
(f) Payment Adjustments. No later than 60 days after the end of each Fiscal Year, DLC
will (i) review the final Cost Reporting for such Fiscal Year, (ii) calculate the actual amount of the
Ordinary Operating Expenses for such Fiscal Year, (iii) provide to the Franchisee a reasonably
detailed statement of calculations used in determining such Ordinary Operating Expenses and (iv)
determine whether the actual amount of the Ordinary Operating Expenses was more or less than the
aggregate amount of the Estimated Expense Payments made by the Franchisee during such Fiscal
Year and whether such difference (if any) results in an over-payment or under-payment of the
Ordinary Operating Expenses by the Franchisee (an "Adjustment Amount"). If DLC determines that
an over-payment has been made by the Franchisee, then DLC will credit such Adjustment Amount
against the Franchisee's next quarterly Estimated Expense Payment. If DLC determines that an
CINCINNATI/9189Ll4 3
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under-payment has been made by the Franchisee, then the Franchisee will pay such Adjustment
Amount to DLC no later than 31 days after receipt of DLC's written notice and calculation of such
under-payment.
(g) Expense Budget Review and Updates. No later than 180 days prior to the expiration
of each Budget Period, the Franchisee and DLC will meet and, in good faith, commence (i) a review
of the Cost Reporting for the Ordinary Operating Expenses prepared to-date during the current
Budget Period, and (ii) discussions of the reasonably anticipated Ordinary Operating Expenses for
the upcoming Budget Period (the "Expense Budget Review"). No later than 90 days prior to the
expiration of each Budget Period, DLC will provide the Franchisee with its proposed Expense
Budget for the upcoming Budget Period, which Expense Budget will conform to DLC's estimate of
the reasonably anticipated Ordinary Operating Expenses for such upcoming Budget Period.
(h) Budget Acceptance/Rejection. Each Expense Budget will be accepted or rejected by
the Franchisee in its entirety. In the event the Franchisee disagrees with DLC's proposed Expense
Budget for the upcoming Budget Period, the Franchisee may, within 15 days of its receipt of the
proposed Expense Budget, provide DLC with written notice of its rejection of such Expense Budget,
including a detailed statement of items in dispute ("Dispute Notice"). If the Franchisee does not
provide a Dispute Notice within such 15-day period, (i) such Expense Budget will become effective,
in its entirety as proposed by DLC, for such Budget Period, and (ii) beginning on the first day of the
new Budget Period, the Franchisee will commence payment of the Estimated Expense Payments
provided for in such Expense Budget.
(i) Dispute Resolution. If the Franchisee timely provides a Dispute Notice, the
Executives (defined below) of the Franchisee and DLC will meet, consult with one another, in good
faith, and attempt to resolve their disagreement over the proposed Expense Budget by accepting or
modifying such Expense Budget, as needed, within 30 days of the date of the Dispute Notice. If the
Franchisee and DLC cannot reach a resolution to accept or modify such Expense Budget, in its
entirety, by the start of the upcoming Budget Period, then, until such time as the Franchisee and DLC
otherwise agree on an Expense Budget, the Franchisee will continue to pay DLC the amount of the
Estimated Expense Payments in the Expense Budget for the prior Budget Period (excluding any non-
recurring or extraordinary items contained therein); provided, however, that such Estimated Expense
Payments will be multiplied by the sum of one ( 1) plus the Inflation Multiple. "Inflation Multiple"
means one and one-half ( 1.5) multiplied by the percentage change, year over year from the most
recent December to December period, in the Consumer Price Index (Urban Wage Earners and
Clerical Workers Services, Midwest Region, 1982-84 = 1 00), as published by the United States
Department of Labor, Bureau of Labor Statistics, such successor index as may be published by the
United States Department of Labor, Bureau of Labor Statistics, or such substitute index as may be
mutually agreed upon by the Franchisee and DLC, provided that, if the Inflation Multiple is less than
zero, then the Inflation Multiple shall equal zero. If Franchisee and DLC subsequently agree upon a
new Expense Budget, in its entirety, then the Estimated Expense Payments set forth in the new
Expense Budget will be applied retroactively to the beginning of such Budget Period (after
accounting for any adjustments or increases already in effect). For purposes of this Agreement,
"Executives" means the Director and Chief Financial Officer of the Department of Commerce, the
Superintendent of DLC, and the Chief Investment Officer, Chief Operating Officer, and Chief
Financial Officer of Franchisee.
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G) Acknowledgement. Franchisee and DLC acknowledge that each Expense Budget
will be subject, to the extent required by applicable law, to the State's regular biennial appropriations
process. With respect to such appropriations process:
(i) DLC will include in its biennial appropriation request to OBM the amounts
needed to support the Expense Budget for such Budget Period, and OBM will
include in its biennial budget estimates that it prepares and submits to the
Governor the amounts needed to support the Expense Budget for such Budget
Period, each as provided in the ORC and any other applicable provisions of law.
(ii) If the appropriations authorized by the State are not sufficient to support the
Expense Budget, then: (A) DLC will re-submit any necessary appropriations
requests to the OBM, which will submit such supplemental requests to the
appropriate State authority, and (B) the Parties will otherwise cooperate in good
faith with one another, to the extent possible, to cause the Services to be
provided.
(iii) If DLC is unable to provide all or any portion of the Services to the Franchisee as
a result of insufficient appropriations from the State, the Franchisee may, at its
sole cost and expense and subject to applicable law, obtain or arrange for the
provision of that portion of the Services for which DLC is unable to provide and
DLC's provision of such Services hereunder shall be waived until additional
appropriations for such Services are approved by the State.
2.4 Extraordinary Expenses.
(a) Permitted Expenses. Any Extraordinary Expense (a) in an amount less than 2% of
the total Estimated Expenses for that Fiscal Year, individually or 4% of the total Estimated Expenses
for that Fiscal Year, in the aggregate ("Threshold Amount") and (b) reasonably necessary for the
performance of the Services or the operation of the Liquor Business, may be made by DLC without
the prior approval of the Franchisee.
(b) Pre-Approved Expenses. Any Extraordinary Expense in an amount greater than the
Threshold Amount will require the prior approval of the Franchisee; provided, however, that
Franchisee must provide DLC with written notice of its disapproval ("Disapproval Notice") of such
Extraordinary Expense within 20 days of its receipt of DLC's request to make such Extraordinary
Expense. If the Franchisee does not provide a Disapproval Notice to DLC within such 20-day
period, then DLC may undertake such Extraordinary Expense without the Franchisee's approval.
(c) Dispute Resolution. If (i) JobsOhio provides a timely Disapproval Notice, (ii) the
Franchisee and DLC cannot agree upon the need to undertake an Extraordinary Expense requested by
DLC within 30 days of the date of such Disapproval Notice, and (iii) DLC believes, in good faith,
that such Extraordinary Expense is reasonably necessary for the performance or improvement of the
Services, then (A) the Executives will meet, consult with one another, in good faith, and attempt to
resolve the matters identified in the Disapproval Notice, and (B) until such time as an agreement is
reached among the Executives, (1) no Extraordinary Expense shall be undertaken and the Franchisee
will not be required to make any payment for such Extraordinary Expense, and (2) if the failure to
undertake such Extraordinary Expense would reasonably be expected to have a material adverse
CINCINNATI/91891.14 5
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effect on the Liquor Business and/or DLC's ability to perform a Service or Services, DLC' s
compliance with Section 1.2 shall be waived only with respect to such Service or Services.
(d) Payment of Expenses. In addition to the Estimated Expense Payments, during each
Fiscal Year, the Franchisee will provide DLC with an annual allowance for Extraordinary Expenses
in amount equal to 4% of the total Estimated Expenses for such Fiscal Year ("Allowance"). Such
Allowance will be paid to DLC, in full, no later than 15 days after the beginning of each Fiscal Year
(or on the Effective Date in the case of the remaining portion of the first Fiscal Year of the Initial
Budget Period) and held by DLC in a separate DLC fund number: 5LCO (the "Allowance Fund"),
subject to the terms of this Section 2.4. At any time during the applicable Budget Period, DLC shall
be entitled to pay for any Extraordinary Expense permitted or approved under Sections 2.4(a) or
2.4(b) above by drawing upon the Allowance. If the amount of any Extraordinary Expense permitted
or approved under Sections 2.4(a) or 2.4(b) above is greater than the then-current funds balance in
the Allowance Fund, then the Franchisee will, upon written request from DLC, pay the amount not
covered by the funds in the Allowance Fund to DLC no later than 30 days after its receipt of such
request from DLC.
(e) Replenishment of Allowance. No later than 30 days after the end of each Fiscal
Year, DLC will provide the Franchisee with a copy of the account statement for the Allowance Fund
as of June 30th of such Fiscal Year. Any balance remaining in the Allowance Fund at the end of the
Fiscal Year shall be credited against the Franchisee's payment of the Allowance for the upcoming
Fiscal Year.
ARTICLE III- FRANCHISEE OBLIGATIONS
At all times during the Term, the Franchisee will comply with the following obligations in
connection with its operation of the Liquor Business and the performance of its obligations under this
Agreement:
3.1 Gross Receipts Account. The Franchisee will initially engage the services of
KeyBank, National Association (together with its successors and assigns, the "Depositary Bank"), to
serve as the primary initial depository institution for revenues received from the Liquor Business,
subject to the engagement of a replacement Depository Bank approved by Franchisee, upon not less
than eight weeks prior notice to DLC. The Franchisee will establish and maintain a separate account
(the "Gross Receipts Account") for the collection of all gross revenue and applicable taxes collected
by the Liquor Business from the sale of Spirituous Liquor in the State during the Term ("Gross
Revenue"). The Franchisee will enter into an arrangement under which the Depository Bank will
conduct nightly sweeps of all Gross Revenue from each Agency Store's (defined in Exhibit A)
designated bank account into the Gross Receipts Account. The Parties acknowledge that the Gross
Receipts Account and Gross Revenue are not controlled by DLC. The Franchisee will deposit into or
disburse from the Gross Receipts Account only funds related to the Liquor Business and will not co-
mingle funds from its other operations or activities with the Gross Revenue in the Gross Receipts
Account. The Parties will cooperate and coordinate in good faith with one another in connection
with the provision of information and activities with respect to the Gross Receipts Account
maintained in the possession of the Depositary Bank, including, but not limited to, conducting the
cash management processes of the Liquor Business in a manner generally consistent with Schedule
A-2 attached to Exhibit A hereto (which Schedule A-2 may be modified, supplemented and/or
amended at any time and from time to time upon mutual agreement of the Parties and reflected on a
substitute Schedule A-2, a copy of which shall be delivered in writing to each of the Parties). The
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Parties acknowledge that the Franchisee will be engaging a different financial institution to act as
trustee for any of its Obligations (as defined in the Transfer Agreement).
3.2 Third Party Vendors.
(a) Vendor Arrangements. The Assigned Contracts (as defined in the Transfer
Agreement) transferred to the Franchisee pursuant to the Transfer Agreement include contracts with
Vendors (defined in Exhibit A) of the Liquor Business (such contracts with Vendors, the "Assigned
Vendor Contracts"). The Parties acknowledge that, although the Franchisee assumed all of the
liabilities and obligations under such Assigned Vendor Contracts as of the Effective Date, DLC will
be responsible for supervising compliance of the contracting parties with the terms of such Assigned
Vendor Contracts; provided, however, that upon (i) the expiration or earlier termination of any such
Assigned Vendor Contract or (ii) a need for any new or additional Vendor services for the operation
of the Liquor Business (which are not otherwise covered by the Assigned Vendor Contracts), the
Franchisee will be solely responsible for negotiating and securing, at its own cost and expense, new
contractual arrangements for such Vendor services (the "New Vendor Contract"). The Franchisee
will provide DLC with a written copy of any proposed New Vendor Contract no later than 30 days
prior to the effective date of such New Vendor Contract. For the avoidance of doubt, as of the
Effective Date, the Franchisee will also be responsible for negotiating and entering into its own
arrangements (contractual or otherwise) with Spirituous Liquor manufacturers for the procurement
and purchase of Spirituous Liquor for the Liquor Business. All New Vendor Contracts in effect as of
the date of termination of this Agreement will be deemed Transferred Assets under the Transfer
Agreement and subject to the provisions of Section 17.7 of the Transfer Agreement.
(b) Disbursements to Third Parties. Upon receipt of the periodic Commission Payment
Instructions (defined in Exhibit A) and periodic Vendor Payment Instructions (defined in Exhibit A)
from DLC (in accordance with Exhibit A), the Franchisee will be responsible for approving such
Instructions and paying the amounts provided for in such Instructions to such third party recipients as
and when such amounts are due and payable. The Franchisee will make or cause to be made
Commissions and Vendor Payment disbursements, and provide DLC with an electronic record of
those payments no later than the same day on which such disbursements are made.
3.3 Financial Statements; Taxes; Tax Returns.
(a) Financial Statements. The Franchisee will create and maintain the financial reporting
data, systems and processes, accounting controls, and financial statements (including balance sheets,
profit and loss statements, and cash flow statements) issued in connection with, relating to, or arising
out of, the ownership of the Liquor Business and/or the performance of the Services hereunder (the
"Financial Statements"); provided, however, that DLC will provide the Franchisee with accurate,
complete, and current Cost Reporting in accordance with Section 2.2. Franchisee will provide DLC
with true, correct, accurate and complete copies of its (i) unaudited, interim Financial Statements no
later than 30 days after their preparation and (ii) audited Financial Statements no later than 60 days
after the end of each Fiscal Year.
(b) Taxes. At all times during the Term, (i) DLC shall be responsible for determining all
the amount of, and providing the Franchisee with specific instructions for the remission of, any sales
or gallonage taxes (under ORC 4301.12, 4301.421, 4301.424, 5739.02, 5739.021, 5739.023, and
5739.026) and any other Spirituous Liquor tax owing to any taxing authority in any jurisdiction in
connection with, relating to, or arising out of, the ownership or operation of the Liquor Business from
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time to time (the "Liquor Taxes"), in accordance with the process identified in Schedule A-I attached
hereto, and (ii) the Franchisee shall be responsible for determining the amount of, and remitting, and
certifying any other types of tax owing to any taxing authority in any jurisdiction in connection with,
relating to, or arising out of, the ownership or operation of the Liquor Business, the Franchise, the
Transferred Assets, the After-Acquired Assets, the Gross Revenue, or the performance of the
Services hereunder (other than corporate income taxes or other taxes of any State Party related to
such State Party's receipt of the Services Fees paid hereunder) (collectively with the Liquor Taxes,
"Taxes"). Franchisee will pay, or cause to be paid, all Taxes to the appropriate taxing authority as
such Taxes become due and payable, and will provide DLC with copies of all of its Tax payment
receipts within 30 days of delivery of such payment receipts; provided that Liquor Taxes will be paid
by Franchisee in accordance with Schedule A-1.
(c) Tax Returns. Commencing on January 1, 2013 with respect to calendar year 2012,
and continuing during the Term for all subsequent tax periods thereafter, the Franchisee will be
solely responsible for, and will file when due, all Tax returns and related documentation (such as
Form 1099s to Vendors) and will provide DLC with true, correct, accurate and complete copies of all
of its filed Tax returns and related documentation within 30 days of filing the same.
3.4 Compliance.
(a) Compliance with Laws. The Franchisee will perform its obligations under this
Agreement in compliance with all applicable federal, state, and local laws and regulations.
(b) Compliance with Contracts. In addition, to the extent not already delegated to DLC
and included in the Services, the Franchisee will comply with the terms of all of its contractual
relationships entered into in connection with, arising out of, or related to the Franchise, Agency
Stores, Transferred Assets, or this Agreement, including, but not limited to the Assigned Vendor
Contracts and New Vendor Contracts ("Contract Obligations"). If (i) the Franchisee is in breach of
any of its Contract Obligations and has not cured such breach within 30 days of its occurrence, and
(ii) such breach has an effect on the Liquor Business that is materially adverse to DLC's ability to
perform any of the Services or any of its other obligations hereunder, then, upon not less than 10
days prior notice to the Franchisee, (A) DLC may elect to cure such breach on the Franchisee's
behalf and offset all reasonable expenses incurred by DLC in curing such breach against the
Allowance and (B) until such breach is reasonably cured, DLC's compliance with the provisions of
Section 1.2 shall be waived, but only with respect to the specific Service(s) affected under clause (ii)
above.
3.5 Insurance. The Franchisee will obtain and maintain for itself customary and
adequate insurance for the operation of the Liquor Business, including, but not limited to:
(a) comprehensive general liability insurance with a minimum Three Million Dollars
($3,000,000) combined single limit for claims that may arise from activities related to this
Agreement, the Franchise, or the Transferred Assets; and
(b) a special form policy of insurance (formerly known as all-risk insurance) covering all
equipment, furniture, leasehold improvements and betterments, furnishings, contents, merchandise,
inventory, trade fixtures, signs, and other personal property of Franchisee related to the Franchise in
an amount equal to one hundred percent (I 00%) of the replacement cost thereof.
CINCINNA TI!91891.14 8
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DLC will be named as an additional insured under each policy described above if and to the extent
that the State has an insurable interest. The Franchisee will provide DLC with evidence of such
insurance coverage no later than the Effective Date. Such insurance coverage will require no less
than 30 days' prior written notice to DLC of any cancellations of, reductions in, or restrictions upon
such coverage. The Franchisee will provide DLC with updated evidence of coverage no less than 30
days prior to the expiration of each coverage period.
3.6 Access; Information Sharing. The Franchisee will provide each State Party with
such access to, and use of, the Transferred Assets and the information and data generated by the
operation of the Liquor Business (including, without limitation, Spirituous Liquor sales information)
as such State Party believes is reasonably necessary to render the Services, perform its obligations
hereunder, or perform its State Operations. All such information and data provided by the Franchisee
will be true, correct, accurate, complete and current as of the date provided. Each Party
acknowledges that the use of any such information and data will be in accordance with the provisions
of Section 5 .1.
ARTICLE IV -BUSINESS PLAN; CAPITAL EXPENDITURES
4.1 Business Plan. The Parties acknowledge the mutually advantageous goal of
developing a business plan for the continued growth and improvement of the Liquor Business (the
"Business Plan"). In furtherance of that goal, the Franchisee and DLC agree that the Executives of
both the Franchisee and DLC will meet no less than quarterly to review the performance, profitability
and operating efficiency of the Liquor Business. As soon as practicable following the Effective Date,
the Franchisee and DLC agree to meet to develop the initial Business Plan for the Liquor Business,
which Business Plan shall be implemented on July 1, 2012 and be operative through June 30, 2013.
Each Business Plan thereafter will cover no less than a three year period and will coincide with
DLC's Fiscal Years. For example, the Business Plan may cover a period from July 1, 2013 through
June 30, 2016, while the next Business Plan may cover a period from July 1, 2014 through June 30,
2017. DLC acknowledges that during the Business Plan development and review processes, the
Franchisee may make recommendations about the manner in which DLC renders the Services and
DLC's Statutory Merchandising Activities hereunder. The Franchisee acknowledges that DLC has
and will retain the sole and ultimate discretion and authority for deciding whether and to what extent
any of the Franchisee's recommendations will be included in the Business Plan. DLC shall
implement any recommendations it determines to include in the Business Plan related to the
foregoing activities. The Excluded Regulatory Activities will not be included in or addressed by the
Business Plan. The Franchisee and DLC will update and revise the Business Plan no less than
annually, and will promptly provide updated copies of the same to the other Parties hereto.
The Parties acknowledge that the Business Plan will, to the extent mutually agreed by the
Franchisee and DLC, incorporate and reflect plans for the modernization of the inventory control
system used by the Liquor Business for its wholesale liquor distribution operations.
4.2 Capital Expenditures.
(a) Approval and Planning. All capital expenditures that are necessary and appropriate
for the performance and improvement of the Services or the operation of the Liquor Business
("Capital Expenditures") will require the approval of Franchisee, which approval will not be
unreasonably conditioned, withheld, or delayed. Capital Expenditures will be (i) provided for as a
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part of the applicable Business Plan to the extent possible, and (ii) undertaken by DLC in a manner
consistent with such Business Plan (to the extent provided for in such Plan).
(b) Payment; Coordination. Capital Expenditures will be paid for separately by
Franchisee in a manner mutually agreed upon by Franchisee and DLC. Franchisee and DLC will
cooperate and consult with one another, in good faith, to plan and coordinate the funding of all such
Capital Expenditures.
(c) Capital Assets. For purposes of this Agreement, all capital assets, properties, rights,
or improvements acquired through such Capital Expenditures are referred to herein as "Capital
Assets."
(d) Shared Assets. Capital Expenditures for Capital Assets that are to be shared with
other State agencies or used for State Operations or any Statutory Merchandising Activities or
Excluded Regulatory Activities other than rendering the Services ("Shared Assets"), will be allocated
between DLC and such other agency or agencies or between the Services and such State Operations
or such Statutory Merchandising Activities or Excluded Regulatory Activities, and such allocations
will be included in the applicable Business Plan. Franchisee will only be obligated to pay for that
portion of any Capital Expenditure allocated to DLC (or its subcontractors) and related to the
Services. The ownership interest in any Shared Assets acquired through such Capital Expenditures
will be held by DLC or such other agency or agencies; provided, however, that DLC hereby grants
(or shall cause the applicable State agency or agencies to grant) Franchisee a non-exclusive, limited
license to use such Shared Assets in the operation of the Liquor Business, at no cost, during the
Term.
(e) Owned Assets. The ownership of Capital Assets other than the Shared Assets, which
are acquired through such Capital Expenditures ("Owned Assets") will be owned by Franchisee;
provided, however, that (x) Franchisee hereby grants DLC a limited license to use such Owned
Assets in the performance of its obligations hereunder, at no cost, during the Term, and (y) such
Owned Assets will be deemed Transferred Assets under the Transfer Agreement and be transferred
back to DLC upon termination of that agreement based upon the unamortized useful life of such
Owned Assets.
(f) Dispute Resolution. If (i) Franchisee and DLC cannot agree upon the need to
undertake a Capital Expenditure requested by DLC or they disagree about the proper allocation of a
Shared Asset and such disagreement results in a delay in acquiring such Shared Asset, and (ii) DLC
believes, in good faith, that such Capital Expenditure is necessary for the performance or
improvement of the Services, then (A) the Executives will meet, consult with one another, in good
faith, and attempt to resolve their disagreement over the need to undertake a Capital Expenditure and
(B) until such time as an agreement is reached among the Executives, (1) no Capital Expenditure
shall be undertaken and the Franchisee will not be required to make any payment for such Capital
Expenditure, and (2) if the failure to undertake such Capital Expenditure would reasonably be
expected to have a material adverse effect on the Liquor Business and/or DLC's ability to perform a
Service or Services, DLC's compliance with Section 1.2 shall be waived only with respect to such
Service or Services.
ARTICLE V- MUTUAL COVENANTS
CINCINNATI/9!891.14 10
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5.1 Books and Records. Each Party will maintain its records regarding this Agreement,
including its records of the Services Fee Cost Reporting, financial reports and statements, and all
other material information pertaining to the Liquor Business and each Party's performance of its
obligations hereunder ("Books and Records") consistent with the relevant record retention policies of
the State Parties and the State, provided that each Party will maintain all tax returns of the Liquor
Business and all materials related thereto (including, without limitation, all materials that would be
used in the preparation of or filed in connection with a Form 990 filed with the Internal Revenue
Service) for a period of not less than eight (8) years following the date of filing for each respective
tax return. Furthermore, the Franchisee agrees to preserve and maintain any Books and Records
requested by any State Party, its agents, or other appropriate State agencies or officials, in connection
with any matter in dispute between DLC and the Franchisee related to or arising out of this
Agreement, until such time as the matter is finally resolved. The Franchisee acknowledges that DLC
is subject to the Ohio Public Records Act, ORC 149.43, et seq. Upon receipt of a public records
request under ORC 149.43, et seq. or a request for records pursuant to a legal proceeding, in
connection with any of the Books and Records, DLC shall promptly notify the Franchisee of such
request, and the Franchisee may, at its option and expense, dispute the disclosure of the requested
information by seeking injunctive relief against such request or through other available legal process.
DLC agrees not to disclose any specific Books and Records that the Franchisee has previously
identified as a proprietary trade secret of the Franchisee without giving prior notice to the Franchisee.
DLC is required by ORC 149.43 to provide prompt inspection or copies within a reasonable period
of time of such Books and Records in response to a proper public records request, subject to
determination in DLC's sole discretion of DLC's rights and duties contained in ORC 149.43, et
seq. Notwithstanding the above or any other provision of this Agreement, the release of public
records in compliance with Ohio law will not be deemed a breach of this Agreement.
5.2 Inspection & Audit Rights. At any time during normal business hours and upon at
least 48 hours prior written notice (unless the Party to which such notice is given is in default under
the Transfer Agreement, in which case shorter notice may be given), each Party will make available
to any other Party, its agents, or representatives, or other appropriate State agencies or officials, the
Books and Records which are in the possession or control of such Party. The requesting Party may,
at its own cost and expense, review, and inspect such Books and Records in such a manner as not to
interfere unreasonably with the normal business operations of the other Party; provided, however,
that the use of any such Books and Records will be in accordance with the provisions of Section 5 .I.
ARTICLE VI- TERM & TERMINATION
6.1 Term. This Agreement will become effective on the Closing Date (as defined in the
Transfer Agreement) (the "Effective Date") and continue in force and effect until the expiration or
termination of the Transfer Agreement, unless it is terminated earlier pursuant to Section 6.2 below.
The commencement and effectiveness of this Agreement is subject to the Closing under the Transfer
Agreement (as defined therein).
6.2 Cross-Termination. This Agreement is co-terminus with the Transfer Agreement
and will terminate immediately upon the effective date of any termination of the Transfer Agreement.
No Party shall have any right to terminate this Agreement for any other reason, including as a result
of another Party's material breach under Section 6.3.
6.3 Breach; Remedies. If a Party materially breaches any of its obligations under this
Agreement and does not cure such breach to the reasonable satisfaction of the non-breaching Parties
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within 90 days of notice of such breach from a non-breaching Party ("Breach Notice"), then any non-
breaching Party will be entitled to pursue all available remedies at law or in equity (including, as
applicable, an action seeking mandamus, under ORC 2731.01 ); provided, however, that if the
breaching Party has initiated an adequate remedy within such 90-day period and at all times
thereafter is diligently pursuing such adequate remedy to the reasonable satisfaction of the non-
breaching Parties, then such remedies will not be available to any non-breaching Party for a period of
180 days after the date of the Breach Notice. For the avoidance of doubt, in the event a receiver is
appointed, DLC may elect, in its sole discretion, not to terminate this Agreement and to transfer,
convey, or assign the obligations of Franchisee under this Agreement to the receiver, to continue in
full force and effect upon the terms set forth in this Agreement.
6.4 Effects of Termination. Upon termination of this Agreement, Franchisee will
(a) pay DLC any unpaid Services Fees incurred prior to the effective date of such termination, and
(b) provide, in coordination and cooperation with DLC and the Master Trustee, for the transition of
all banking functions related to the Liquor Business (including the collection of Gross Revenue, and
the payment of Commissions, Taxes, and Vendor Payments) from the Franchisee's Gross Receipts
Account to an account designated by DLC in accordance with Sections 17.6 and 17.7 of the Transfer
Agreement. For purpose of this Agreement, the "Master Trustee" means the trustee, or any successor
trustee, under that certain Master Trust Indenture entered into by the Franchisee with respect to its
Obligations (as defined in the Transfer Agreement).
6.5 Survival. Upon termination of this Agreement, the provisions and obligations set
forth in Sections 3.3, 3.4, 3.6, 5.1, 5.2, 6.4, 6.5, ARTICLE VII - and ARTICLE VIII - of this
Agreement will survive indefinitely, unless a shorter period of survival is expressly stated therein.
ARTICLE VII- INDEMNIFICATION
JobsOhio and Franchisee will, jointly and severally, indemnify, defend, and hold harmless
DLC and its respective employees and agents ("Indemnitees") from and against any claims, actions,
demands, lawsuits, costs and expenses (including reasonable attorneys' fees and costs of defense),
damages, liabilities, and losses ("Damages") arising out of, or in connection with (a) any third-party
claim for damages against the DLC and its respective employees and agents resulting from the
Franchisee's failure to pay the Services Fee when due hereunder or (b) any employment related
claims or matters, including workers' compensation claims, arising out of or related to the
employment of, or services or activities performed by, DLC Personnel in connection with this
Agreement, provided that neither the Franchisee nor JobsOhio will be obligated to provide
indemnification for Damages to the extent such Damages result from the bad faith, gross negligence,
or willful misconduct of any State Party hereto. Notwithstanding anything in this Agreement to the
contrary, in no event shall the aggregate liability of JobsOhio for claims for indemnification pursuant
to this Agreement exceed that portion of the Liquor Business Profits actually distributed to JobsOhio
by Franchisee, if any.
ARTICLE VIII - MISCELLANEOUS
8.1 Definitions. Terms not otherwise defined herein, shall have the meaning ascribed to
them under the Transfer Agreement.
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8.2 Acknowledgement. DLC acknowledges that under certain applicable circumstances,
the provisions of Sections 14.5(c) and (d) of the Transfer Agreement may apply, and may result in
additional rights, obligations and remedies of the Parties under the Transfer Agreement.
8.3 Independent Contractor. DLC, DLC Personnel, and each of their designees will
perform DLC's duties and obligations under this Agreement as independent contractors. Nothing
contained in this Agreement will be construed as creating an employer/employee, agency,
partnership, joint owner or joint venture relationship between Franchisee and DLC or any DLC
Personnel. Franchisee acknowledges that DLC has the full power and authority to undertake the
provision of the Services by any means, method and manner it, in its sole discretion, reasonably
exercised, deems appropriate.
8.4 Use of Other State Entities. DLC, in its discretion, may make arrangements with
other State agencies, departments, and divisions, for the performance of any portion of the Services
to be provided by it hereunder; provided, however, that no such arrangement shall take effect unless
DLC has provided the Franchisee with at least 30 days prior written notice of such arrangement.
DLC shall be responsible for supervising such third party's performance of such Services.
8.5 Force Maieure. No party will be in breach of this Agreement if such Party is
prevented from performing any of its obligations hereunder as a result of a physical occurrence or
condition outside of its reasonable control, including, without limitation, acts of God, nuclear
emergency, fire, flood or similar cataclysmic occurrence, earthquake, landslide, tsunami, hurricane,
tornado, snow storm or any other unusually severe weather condition, explosion, accident, riot,
strike, civil disturbance, act of terrorism or other act of public enemy, blockade, insurrection, war,
sabotage, governmental taking or condemnation. Such occurrences and conditions shall expressly
exclude any changes in State laws, rules, or regulations.
8.6 Notices. All notices which are required or permitted to be given by any Party under
this Agreement will be sent by registered or certified mail, postage prepaid, by overnight express
courier, by electronic mail (read receipt requested), by facsimile transmission or personal hand
delivery, properly addressed to the other party at the addresses below or such other contact person or
addresses as any party may, from time to time, specify to the other party by similar notice.
If to DLC, at:
77 S. High Street, 23rd Floor
Attn: Director
Fax: 614.220.7113
Email: david.goodman@com.state.oh.us
ClNCINNATl/9189!.14 13
with a copy to:
77 S. High Street, 23rd Floor
Fax: 614.644.7063
Email: donell.grubbs@com.state.oh.us
and with a copy to:
Ohio Department of Commerce,
Division of Liquor Control
6606 Tussing Road
Reynoldsburg, OH 43068
Attn: Superintendent
Fax: 614.995.4047
Email: Bruce.Stevenson @com.state.oh.us
If to OBM, at:
Ohio Office of Budget and Management
Columbus, OH 43215
Attn: Director
Fax: 614.728.9295
Email: tim.keen@obm.state.oh.us
with a copy to:
Ohio Office of Budget and Management,
Legal Division
Columbus, OH 43215
Fax: 614.728.9295
Email: robin.rose@obm.state.oh.us
If to Franchisee, at:
CINCINNATII9189U4
Franchisee
Attn: Mark D. Kvamme
Fax: 614.469.1049
Email: kvamme@jobs-ohio.com
14
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with a copy to:
Franchisee
Attn: Kristopher Wahlers
Fax: 614.469.1049
Email: wahlers@ jobs-ohio.com
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If to JobsOhio, at:
JobsOhio
Attn: Mark D. Kvamme, Interim President and Chief Investment Officer
Fax: 614.469.1049
Email: kvamme@jobs-ohio.com
with a copy to:
JobsOhio
Attn: Kristopher Wahlers, General Counsel
Fax: 614.469.1049
Email: wahlers@jobs-ohio.com
Notices sent by registered or certified mail will be effective upon receipt. Notices sent by overnight
express courier will be effective on the following day. Notices sent by electronic mail will be
effective upon confirmation of receipt by return read receipt. Notices sent by hand delivery will be
effective upon delivery (provided that a delivery receipt is signed by the recipient).
8.7 Binding Effect; Assignment. This Agreement will inure to the benefit of, and be
binding upon, each of the Parties hereto and their respective successors in interest and permitted
assigns. Neither this Agreement, nor any of the rights, interests, or obligations hereunder, may be
assigned by any Party without the consent of all other Parties hereto, other than (a) an assignment by
the Franchisee to (i) a wholly owned subsidiary, and/or (ii) any lender of the Franchisee as collateral
security for the Transaction Bonds, provided, further, that, in each such case, the Franchisee will
continue to be fully responsible for all of its obligations under this Agreement, or (b) an assignment
by DLC to a receiver as set forth in Section 6.3.
8.8 Third Party Beneficiaries. This Agreement will not be construed as creating or
conferring any rights, claims or remedies in favor of, or impose any obligation upon, any third party.
The promises and covenants contained herein are for the sole benefit of the Parties hereto, and in the
case of Article VII, the Indemnitees.
CINCINNATI/9!89l.l4 15
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8.9 Amendment. Neither this Agreement, nor any provision hereof, will be amended,
modified, discharged, supplemented, or terminated, unless undertaken in a writing signed by the
Parties to this Agreement.
8.10 Waiver; Remedies. The waiver by a Party of the observance or breach of any term,
condition or obligation under this Agreement by any other Party hereto will not be a wavier of any
other required observance or subsequent breach, whether similar in nature or otherwise. Neither the
failure of a Party to exercise or any delay of such party in exercising, any right, power, benefit or
privilege hereunder, nor any single or partial exercise of any right, power, benefit or privilege
hereunder, will preclude any other or future exercise by such Party of any such right, power, benefit
or privilege hereunder. The rights and remedies provided in this Agreement are cumulative and not
exclusive of any other rights or remedies available to any Party at law or in equity.
8.11 Severability. If any term or provision of this Agreement or the performance of any
such term or provision shall be invalid, illegal or unenforceable, such invalid, illegal or
unenforceable term or provision shall be deemed enforceable to the fullest extent permitted by law,
and the validity, legality and enforceability of the remaining provisions of this Agreement shall not
be affected thereby.
8.12 Construction; Interpretations. As used in this Agreement and required by the
context, the singular and plural shall be deemed to include all genders; words importing persons shall
include partnerships, corporations, limited liability companies, and other business associations; and
the terms "herein," "hereof' and "hereunder" or other similar terms, refer to this Agreement as a
whole and not only to the particular sentence, subsection or section in which any such term may be
employed. Whenever in this Agreement the word "including" is used, the entire provision in which
such word appears shall be read as if the phrase "including, without limitation," had been used. If
any ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if
drafted jointly by all of the Parties hereto, and no presumption or burden of proof shall arise favoring
or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement.
8.13 Entire Agreement. This Agreement and the exhibits hereto, in conjunction with the
Transfer Agreement, constitute the entire agreement among the Parties relating to the matters
identified herein and therein and supersede all prior agreements, discussions, negotiations,
representations and warranties (whether verbal or written) between the Parties relating to all such
matters. The exhibits referenced in this Agreement are a part of and are each incorporated in their
entirety into this Agreement by reference.
8.14 Governing Law. This Agreement and any claim, controversy or action arising out of
or relating to this Agreement, will be governed by and construed in accordance with the laws of the
State of Ohio, without regard to conflict of law principles that would result in the application of the
laws of any other jurisdiction, and shall be deemed an agreement executed in the State of Ohio.
8.15 Venue; Submission to .Jurisdiction. Each Party irrevocably agrees that any legal
action or proceeding arising out of or relating to this Agreement or the Transfer Agreement or for
recognition and enforcement of any judgment in respect hereof or thereof brought by any other Party
hereto or its successors or permitted assigns may be brought and determined in the courts situated in
Franklin County, Ohio. For any such legal action or proceeding, each Party hereby irrevocably
submits, on behalf of itself and in respect of its property, generally and unconditionally, to the
exclusive jurisdiction of the aforesaid courts.
CINCINNATI/9!89L14 16
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8.16 WAIVER OF JURY TRIAL. EACH PARTY HEREBY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT SUCH PARTY MAY
HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY
ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE TRANSFER AGREEMENT,
OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER
BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HEREBY
(A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER
PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY
WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING
WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HAVE BEEN
INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSFER AGREEMENT BY,
AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS
SECTION 8.16.
8.17 Counterparts; Electronic Signature. This Agreement may be executed in multiple
counterparts, all of which will be considered one and the same Agreement, and each of which will
become effective when all other counterparts have been signed and delivered to the other Parties
hereto. A facsimile, electronic or portable document format (PDF) copy of a signature to this
Agreement will be deemed an original signature hereto.
[Signature Page Follows]
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CINCINNATI/91891.14
IN WITNESS WHEREOF, a duly authorized representative of each party hereto has
executed this Operations Services Agreement as of the Effective Date.
By:
Mark D. Kvamme,
Authorized Representative
SOLELY WITH RESPECT TO SECTIONS 7.1 AND 8.9,
JOBSOHIO
By:
Mark D. Kvamme,
Interim President and Chief Investment Officer
STATE OF OHIO, DEPARTMENT OF COMMERCE,
ACTING FOR ITS DIVISIONS OF ADMINISTRATION
AND LIQUOR CONTROL
By:
David Goodman,
Director
STATE OF OHIO, OFFICE OF BUDGET AND
MANAGEMENT
By:
Timothy S. Keen,
Director
Exhibit A
Services
1
(effective as of 12113111)
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The following constitute the Services to be provided by DLC to, and on behalf of, the Franchisee, the
costs and expenses of which will be included in the Services Fee paid by the Franchisee. Each of the
Services identified on this Exhibit A shall be rendered in accordance with and subject to the
applicable provisions of this Agreement.
1. Facilities
DLC will obtain or provide appropriate facilities for the provision of the Services hereunder,
including administrative office space ("Facilities"). All real property used or held for use by
DLC in rendering the Services hereunder will be owned or leased by DLC or the Ohio
Department of Administrative Services ("DAS") on behalf of DLC (as applicable) pursuant to
a valid and binding leasehold or fee simple interest in such real property. DLC (or DAS on
its behalf) will (a) exercise complete and exclusive control over the operation, maintenance,
and acquisition or disposition of such Facilities, (b) determine the price, rent, and other lease
or ownership related costs, charges, and expenses to be paid for such Facilities, (c) maintain
and perform all obligations under any leases for such Facilities (including arranging for
appropriate insurance coverage (through available State insurance coverage options),
housecleaning services, Facilities security services, and maintenance and repair services).
DLC will be responsible for paying all real property taxes and assessments, all utilities, and
all taxes on the personal property of DLC located at such Facilities, when such amounts are
due and payable; provided, however, that the costs associated therewith will be included in
the Expense Budget.
DLC will provide such office furniture and equipment, office supplies and postage and other
personal property, necessary and appropriate for performing the Services.
2. Personnel
DLC will (by hiring State employees and contractors) provide, supervise, and manage all
personnel necessary and appropriate for rendering the Services and performing its other
obligations hereunder, including, but not limited, administrative and support staff (including
deputy directors, superintendent, assistants, a PIO, and other management, human resources,
financial, legal and information technology staff), agency operations staff, and Agency Store
auditors.
All personnel engaged by DLC to render services in connection with this Agreement will, at
all times, be employees or contractors of the State ("DLC Personnel"). DLC will, in its sole
1 The defined terms used but not defined in this Exhibit A shall have the meaning ascribed to them in the body of this
Agreement. For the avoidance of doubt, Services indicating that DLC "will provide," "will be responsible for,"
"will obtain," or "will pay" will be rendered by DLC on behalf of Franchisee and the cost and expense of such
items will be advanced to DLC through the Estimated Expense Payments.
CINCINNATI/9189l.l4 A-I
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discretion, (a) exercise complete and exclusive control over DLC Personnel, including the
right to hire or terminate such Personnel at any time, and (b) determine the salaries, incentive
compensation, wages, employee benefits, health and welfare plans, retirement and pension
plans, and labor relations policies for such DLC Personnel. DLC will be responsible for
collecting and remitting all unemployment compensation, all insurance and workers'
compensation premiums, and all tax and payroll withholdings, required for DLC Personnel,
when such amounts are due and payable; provided, however, that the costs associated
therewith will be included by DLC in the Expense Budget.
DLC will provide, or subcontract for, the human resources services and activities necessary to
support DLC Personnel and the performance of the Services hereunder, including the
provision, coordination, and administration of all State employee benefit plans, health and
welfare plans, retirement and/or pension plans, and payroll services.
DLC will keep all employee personnel, benefits, and payroll records required by the State, in
accordance with the State's applicable record retention policies.
DLC will train all DLC Personnel (in coordination with the Franchisee when necessary),
including training of its Agency Store auditors and its information technology and financial
services support staff.
3. Cash Management
DLC will provide Cost Reporting as set forth in the Agreement and basic controlling
functions for the Services, including the oversight, management, and coordination of
inventory purchasing, accounts payable, accounts receivable, credit/collection, sales activity,
and external and internal auditing activities.
In conjunction with the Franchisee's nightly sweeps of Gross Revenue from Agency Store
accounts to the Gross Receipts Account, DLC will conduct Agency Store sales polling on a
daily basis, and will collect, process, and report such polling information to the appropriate
Franchisee and DLC Personnel for their use, audit or review in connection with their
respective obligations hereunder.
DLC will, at periodic intervals mutually agreed to by the Franchisee and DLC, provide third
party disbursement processing instructions to the Franchisee and/or the Depository Bank (as
appropriate) for making disbursements to (a) the paper bag vendors, warehouse vendors,
transportation carriers, Spirituous Liquor manufacturers, the Depository Bank and such other
third party Liquor Business vendors ("Vendors") as are mutually agreed upon by the
Franchisee and DLC (the "Vendor Payments"), in accordance with the terms of the applicable
Assigned Vendor Contracts, New Vendor Contracts and/or any invoicing documentation
issued by such third party vendor (the "Vendor Payment Instructions"), and (b) all State
agency liquor stores (the "Agency Stores") for their respective commtsstons
("Commissions") in accordance with the terms of their respective Agency Store Contracts
(defined below) (the "Commission Payment Instructions").
DLC and Franchisee will perform their respective Liquor Tax calculation, reporting and
payment obligations in accordance with the process enumerated on Schedule A-I attached to
CINCINNAT!f9!89Ll4 A-2
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this Exhibit A.
DLC will provide any other cash management functions mutually agreed upon by the
Franchisee and DLC. DLC and the Franchisee will coordinate with one another to undertake
the cash flow processes identified in the diagram attached to this Exhibit A as Schedule A-2
in the manner indicated therein.
4. Audit/Reconciliation.
DLC's audit personnel will make personal visits to each Agency Store (a) not less than once
every 90 days for a compliance review and assessment and (b) not less than twice per year to
conduct a physical audit of the Spirituous Liquor inventory at each such location using a hand
held scanner and paper documentation to calculate the inventory on hand. Upon completion
of each audit the auditor will reset the Agency Store's point of sale system (including the
LiquorBase PC or equivalent application) and report any difference to DLC agency
operations staff. DLC will use the information generated by such audit process in the
performance of its other obligations hereunder and will promptly provide a copy of the results
of such audit to the Franchisee.
DLC agency operations staff will, not less than daily, reconcile the Agency Store sales
information it has collected with the results of its Agency Store audits. DLC will use the
information generated by such audit process in the performance of its other obligations
hereunder and will promptly provide a copy of the results of any such reconciliation to the
Franchisee and instruct the Franchisee on the need for any refunds to Agency Stores or
deductions for inventory losses.
DLC will provide State vehicles to its audit personnel for the performance of their
responsibilities hereunder. DLC will maintain, repair and insure such vehicles (through
available State insurance coverage options). DLC will also cover all travel expenses related
thereto.
5. Information Technology
DLC will provide its own information technology systems, telecommunications systems,
hardware, mainframe operating systems, and software necessary and appropriate for
rendering the Services, including, but not limited to, a data center, a systems network
(including backup and recovery systems and security systems), desktops, laptops, thin client
VDI units, encrypted flash drives, printers, scanners, email and handheld phone services,
employee and ERP applications, an inventory tracking system, a point of sale system
(including the LiquorBase PC application or equivalent application), and a sales polling
system (including DLC's current analog polling system, with analog dial up lines, digiboards,
and controllers, and the Phython polling application) (collectively, the "IT Systems"). DLC
will grant the Franchisee one or more licenses for the use of and access to DLC's information
technology systems as may be reasonably necessary or appropriate to implement this
Agreement and the Transfer Agreement.
DLC will also (a) maintain, repair, upgrade and replace such IT Systems, (b) expand and
acquire new information technology systems, and (c) make any approved capital expenditures
CINCINNA Tlf91891.14 A-3
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thereto.
DLC may contract with any other State agency, department, or division or any other third
party service provider for all or any portion of such IT Systems.
6. Agency Operations
Twice per calendar month, DLC will (on the Franchisee's behalf) calculate the amount of all
Commissions owed to Agency Stores based upon the sales polling information and audit
information results collected by DLC, and provide the appropriate Commission Payment
Instructions to the Franchisee or the Depository Bank as provided above.
DLC will (on behalf of the Franchisee) supervise and coordinate (a) Vendor compliance with
the terms of any Assigned Vendor Contracts or New Vendor Contracts, (b) Agency Store
compliance with the terms of the Franchisee Agency Contracts, and (c) the purchase of
Spirituous Liquor inventory from manufacturers based upon price quotes received from such
manufacturers. DLC will also (on behalf of the Franchisee) perform any of Franchisee's
Contractual Obligations as may be mutually agreed upon by Franchisee and DLC.
From time to time, DLC will also (directly or through its agents or other State agencies,
including the Department of Administrative Services), subject to Section 8.3 of the
Agreement, procure any of its own contractual arrangements as may be necessary and
appropriate for the provision of the Services, other than the Assigned Vendor Contracts, New
Vendor Contracts and the Franchisee Agency Contracts. DLC will supervise and perform its
own obligations under all such contractual arrangements.
7. Merchandising, Marketing, & Advertising
In coordination with each other, both DLC and the Franchisee will enter into separate bi-
furcated contracts regarding the rights and responsibilities of Agency Stores in connection
with the merchandising and sale of Spirituous Liquor ("Agency Store Contracts"), which
Agency Store Contracts will be subject to the Statutory Merchandising Activities identified
on Exhibit B. The Agency Store Contracts entered into between each Agency Store and
Franchisee are referred to herein as the "Franchisee Agency Contracts".
DLC will perform and provide the Statutory Merchandising Activities identified on Exhibit B
to the Franchisee.
CINCINNATI/9189LJ4 A-4
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Schedule A-1
Liquor Tax Calculation, Reporting and Payment Process
1. Tax Calculation. DLC shall calculate Liquor Taxes (as defined in the Agreement) of the
Liquor Business twice per calendar month (each, a "Tax Calculation") for the following
periods: ( 1) 1st thru the 15th and (2) 16
1
h thru the 30
1
h (31
51
) (each, a "Tax Reporting Period").
2. Tax Payment Schedule. Liquor Taxes will be accrued and then paid by Franchisee (or the
Master Trustee on its behalf) the calendar month following DLC' s Tax Calculation.
Franchisee (or the Master Trustee on its behalf) will pay such applicable Liquor Taxes on the
5
1
h and 20
1
h days of the calendar month following the applicable Tax Calculation.
3. Tax Reporting.
(a) Upon the close of each Tax Reporting Period, DLC, through its internal processes, will
create the following reports for such Tax Reporting Period:
(i) Dollar Sales by Outlet Report,
(ii) Sales Tax by County Report,
(iii) Sales Tax by Outlet Report,
(iv) Summary of Sales, Inventory, and Gallons Report,
(v) Cuyahoga County Bottles & Dollars By Store Report.
(b) DLC will then use the information identified in the reports identified in Section 3(a)
above to generate the following additional reports for such Tax Reporting Period:
(i) Sales Tax Report,
(ii) Gallonage Tax Report,
(iii) Memo outlining total Sales Tax, Gallonage Tax, and Cuyahoga Tax amounts
due for such Tax Reporting Period.
4. Tax Payment Instructions. No later than 10 days after the close of each Tax Reporting
Period, DLC will deliver a Liquor Tax payment instruction packet ("Payment Instructions")
to the Franchisee (or the Master Trustee on its behalf), which packet will (a) include copies
all of the reports listed in Section 3(b) above and (b) specifically identify the payment dates
and payment amounts for each type of Liquor Tax to be paid by Franchisee for such Tax
Reporting Period (each, a "Tax Payment"). DLC will also provide a copy of the Payment
Instructions (and any related backup documentation) to the Department of Taxation.
5. Payment of Liquor Taxes. Franchisee (or the Master Trustee on its behalf) will approve,
initiate and pay each Tax Payment to the Department of Taxation in accordance with the
Payment Instructions by electronic funds transfer (EFT) to the main State Bank Account held
by the Treasurer of State. Under no circumstance will DLC initiate or pay any Tax Payments
on behalf of Franchisee (through its CICS system or otherwise).
CINCINNATI/91891.14 A-5
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6. Notice of Payment. Franchisee (or the Master Trustee on its behalf) will promptly notify
DLC (by electronic mail, facsimile, or phone) of the initiation of each Tax Payment from its
bank account ("Payment Notice").
7. Verification of Payment. Upon receipt of the Payment Notice, DLC will monitor the main
State Bank Account through Key Bank and verify that such Tax Payment has been received.
DLC will promptly provide confirmation of the receipt of such Tax Payment to Franchisee
(by electronic mail, facsimile, or phone).
8. Certification. Once DLC has verified receipt of the Tax Payment in the main State Bank
Account, DLC will initiate a Revenue document (i.e., the document showing the details of
tax amounts and the funds to which they are due) in the OAKS system ("Certification") and
send its Certification to the Treasurer of State. Upon receipt of the Certification, the
Treasurer of State will transfer the Tax Payment from the main State Bank Account to the
appropriate Department of Taxation fund or account.
9. Direct Payment Permit. Franchisee will obtain and maintain direct payment authority from
the Ohio Department of Taxation for the payment of those specific taxes related to its
operation of the Liquor Business (under ORC 4301.12, 4301.421, 4301.424, 5739.02,
5739.021, 5739.023, and 5739.026, as applicable).
10. Conflicts. In the event and to the extent that the processes set forth on this Schedule A-1 are
inconsistent with that certain Memorandum of Understanding between the Ohio Department
of Taxation, the Treasurer of the State of Ohio, Franchisee and DLC (as amended from time
to time), the terms of such Memorandum of Understanding will govern and control.
CINCINNATI/91891.14
Schedule A-2
Cash Flow Process Diagram
Nightiy ACH Sweep
I
'
Franchisee Revenue
Account at KeyBank
Within 1 Business Day
A-7
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Schedule A-2
(Continued)
Flow of Funds
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All Liquor Business Profits shall be deposited in the Revenue Fund no later than the Business Day
following receipt thereof by JobsOhio Beverage System. JobsOhio Beverage System shall make the
following payments from the Revenue Fund on the dates provided in the following order of priority:
(a) First: Into the Tax Fund, on the 5th and the 20th of each month, the amount sufficient to pay
all taxes collected on the sale of spirituous liquor for the previous sales period.
(b) Second: Into the Operations Fund, on any Business Day, the amount, together with any
available amounts then on deposit therein, sufficient to pay estimated Operating Expenses of the
Liquor Enterprise, including on the first Business Day of each month one-third of the payments
under the Service Contract for the quarter of the Fiscal Year of which that month is a part.
(c) Third: (1) Into the Interest Payment Account of the Debt Service Fund on the twenty-fifth of
each month one-fifth of the amount necessary, after taking into account any money then on deposit in
the Interest Payment Account, to provide for the interest due on the Obligations and any Related
Debt on the next Interest Payment Date; (2) into the Principal Payment Account of the Debt Service
Fund on the twenty-fifth of each month one-tenth of the amount necessary, after taking into account
any moneys then on deposit in the Principal Payment Account, to provide for the payment of
principal of the Obligations and any Related Debt, whether due to maturity or mandatory sinking
fund requirements, on the next succeeding Principal Payment Date on which such principal is to be
paid; provided, however, that the deposits into the Debt Service Fund for a series of Obligations or
Related Debt then Outstanding may, at the discretion of the Obligated Group Agent, be discontinued
at such time as the amounts then on deposit and available in the Debt Service Fund and the
applicable account in the Debt Service Reserve Fund for that series of Obligations or Related Debt
are sufficient to permit the purchase for cancellation or call for redemption at or before maturity all
of the Obligations or Related Debt of that series then Outstanding and the Obligated Group Agent
has notified the Master Trustee and the Related Debt Trustee, if any, to use such amounts to
accomplish such purchase or redemption; and
(d) Fourth: Into the accounts created or designated in the Debt Service Reserve Fund, if any, on
the twenty-fifth of each month the amounts provided in any Supplemental Master Indenture or
Related Debt Indenture, an amount equal to one-twelfth of the Required Reserve Deficiency, until
the amount then on deposit in such Fund equals the Required Reserve; provided, however, that any
Required Reserve being initially funded from moneys other than the proceeds of Obligations or
Related Debt must be funded from the General Purpose Fund or other moneys outside of the Trust
Estate.
(e) Fifth: Into the Subordinated Indebtedness Debt Service Fund, (1) into the interest payment
account of the debt service fund under the Subordinated Indebtedness Trust Indenture on the twenty-
fifth of each month one-fifth of the amount necessary, after taking into account any money then on
deposit in that interest payment account, to provide for the interest due on the Subordinated
Indebtedness on the next interest payment date for the Subordinated Indebtedness; (2) into the
principal payment account of the debt service fund under the Subordinated Indebtedness Trust
Indenture on the twenty-fifth of each month one-tenth of the amount necessary, after taking into
Execution Copy
account any moneys then on deposit in that principal payment account, to provide for the payment of
principal of the Subordinated Indebtedness, whether due to maturity or mandatory sinking fund
requirements, on the next succeeding principal payment date on which such principal is to be paid;
provided, however, that the deposits into the debt service fund for a series of Subordinated
Indebtedness then Outstanding may, at the discretion of the Obligated Group Agent, be discontinued
at such time as the amounts then on deposit and available in the related debt service fund and the
applicable account in the Debt Service Reserve Fund for that series of Subordinated Indebtedness are
sufficient to permit the purchase for cancellation or call for redemption at or before maturity all of
the Subordinated Indebtedness of that series then Outstanding and the Obligated Group Agent has
notified the Master Trustee and the trustee under the Subordinated Indebtedness Trust Indenture, if
any, to use such amounts to accomplish such purchase or redemption or if greater, the Subordinated
Debt Service Charges due during that month.
(t) Sixth: Into the accounts created or designated in the Subordinated Indebtedness Debt Service
Reserve Fund, if any, on the twenty-fifth of each month the amounts provided in any Subordinated
Indebtedness Trust Indenture, an amount equal to one-tenth of the any deficiency in the required
reserve thereunder, if any, until the amount then on deposit in such Fund equals the reserve required
by the Subordinated Indebtedness Trust Indenture; provided, however, that any required reserve for
Subordinated Indebtedness being initially funded from moneys other than the proceeds of
Subordinated Indebtedness must be funded from the General Purpose Fund or other moneys outside
of the Trust Estate.
(g) Seventh: Into the Rebate Fund, if any, the amounts and at the times, provided in any
Supplemental Master Indenture or Related Debt Indenture for the payment of any Rebate Amount.
(h) Eighth: to the Deferred Payment Reserve Fund, on the twenty-fifth of each month, the
monthly amount budgeted for that purpose by JobsOhio Beverage System.
(i) Ninth: Into the General Purpose Fund, on the twenty-fifth of each month, any amount of the
moneys remaining in the Revenue Fund, which the Obligated Group Agent has reasonably
determined taking into account additional Revenues projected to be received, will not be needed to
make deposits required in First through Eighth above.
CINCINNATU9!891.14 A-9
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ExhibitB
Statutory
Selecting spirituous liquor products, including size. Ohio Rev. Code 4301.10(A){l), (3),
(11), .101, .17, .18, .19.
Determining which agency locations will sell particular products. Ohio Rev. Code
4301.10(A)(l), (3), (11).
Controlling the purchase of spirituous liquor for distribution to agencies. Ohio Rev. Code
4301.10(A)(l), (3), (11), (B)(2), .18.
Reviewing and approving trucking contracts for spirituous liquor distribution purposes. Ohio
Rev. Code 430l.IO(A)(l), (3), (11), (B)(2).
Reviewing and approving warehouse contracts. Ohio Rev. Code 4301.10(A)(l), (3), (11),
(B)(2).
Determining agency shelf sets. Ohio Rev. Code 4301.10(A)(l), (3), (11).
Auditing agencies for statutory compliance Ohio Rev. Code 4301.10(A)(l), (3), (11).
Fixing the wholesale and retail prices at which the various classes, varieties, and brands of
spirituous liquor are sold (pursuant to statutory provisions, including gross profit caps). Ohio
Rev. Code 4301.10(A)(l), (3), (11), (B)(4); Ohio Admin. Code 4301-3-01(D).
Selecting new agency sites in a manner consistent with the Ohio Revised Code, including
compliance with quota and county limits. Ohio Rev. Code 4301.1 O(A)(l ), (3 ), (11 ),
.17(A)(1); Ohio Admin. Code 4301-5-01.
Fixing the amount of commissions paid to liquor contract agencies. Ohio Rev. Code
4301.12, .16, .17(A)(l).
Monitoring of and adherence to the statutory number of liquor agencies in a county. Ohio
Rev. Code 4301.17(A)(l).
Processing of legislative notice for new agency location proposals, assignments of an agency
contract, agency relocation proposals, or the relocation and assignment of an agency. Ohio
Rev. Code 4301.17(B).
Notifying appropriate authorities if a proposed agency, assignment of an agency contract, or
relocation of an existing agency store would cause such agency to be located within 500 feet
of the school, church, library, public playground, or township park. Ohio Rev. Code
4301.17(B).
Processing the relocation of an agency or reassignment and relocation of an existing agency
store. Ohio Rev. Code 4301.17(B).
Issuing non-quota C-1 and C-2 licenses for agencies. Ohio Rev. Code 430 1.17(C).
Establishing bonding requirements for each agency. Ohio Rev. Code 4301.17(E).
Administering agency contracts for the sale of spirituous liquor. Ohio Rev. Code
4301.17(C).
Determining the location of all state liquor stores. Ohio Rev. Code 4301.10(A)(5); Ohio
Admin. Code 4301-5-01.
Processing of and setting standards for expansions or diminutions of permit premises. Ohio
Rev. Code 4301.10(C); Ohio Admin. Code 4301-1-02.
2
CINCINNATI/9189Ll4 B-1
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Selecting new state liquor agencies. Ohio Admin. Code 4301-5-01.
Approving tastings of spirituous liquor. Ohio Admin. Code 4301:1-1-30.
Conducting hearings pursuant to objections by legislative authorities or institutions. Ohio
Rev. Code 4301.17(B).
Assigning retail accounts for the wholesale portion of spirituous liquor agency contract. Ohio
Rev. Code 4301.10(A)(3), (11), .17.
CINCINN A TU9189l.l4 B-2
Execution Copy
Exhibit C
Excluded Regulatory Activities
3
Issuing new licenses and permits for all manufacturer, wholesale distributor, and retail liquor
licenses for the State. Ohio Rev. Code 4301.10(A)(2), 4303.02 to .234, .24, .26, .292;
Ohio Admin. Code 4301:1-1-12.
Processing and issuing liquor licenses pursuant to the quota and other provisions of Ohio
Revised Code 4301 and 4303. Ohio Rev. Code 4303.29(B)(2), .292; Ohio Admin. Code
4301:1-1-11.
Conducting inspections and investigations of permit premises. Ohio Rev. Code
4301.10(A)(l), (6)-(7).
Administrating new location, transfer of location, and transfer of ownership applications.
Ohio Rev. Code 4303.24, .26, .29(B)(2)(b); Ohio Admin. Code 4301:1-1-12, -14, -17.
Reviewing qualifications of licensees, including background checks. Ohio Rev. Code
121.08(K), 4303.29(A), .292(A)(1)(a); Ohio Admin. Code 4301:1-1-19.
Reviewing the qualifications of agencies and prospective agencies (including the physical
structure, financial stability of ownership, and wet/dry status). Ohio Rev. Code
4303.292(A)(2)(a); Ohio Admin. Code 4301:1-1-12, -17.
Administrating liquor license renewals. Ohio Rev. Code 4303.271, .292.
Issuing permits of various classes (55 classes of permits are available) including
manufacturer, supplier, distributor, retailer, on premise and temporary permits. Ohio Rev.
Code 4303.02 to .234, .26.
Enforcing hours of operation and Sunday sales. Ohio Rev. Code 4301.10(A)(l), (4), (6),
(7); Ohio Admin. Code 4301:1-1-49.
Reviewing local options pursuant to Ohio Revised Code 4301.32 to .41.
Sending notifications of permit applications to the local legislative authority and police. Ohio
Rev. Code 4303.26(A).
Reviewing locations for violations. Ohio Rev. Code 4301.10(A)(l), (6); Ohio Admin. Code
4301:1-1-19.
Overseeing and administrating various facets of beer and wine manufacturing, sale,
transportation and distribution within the state, including out of state suppliers, product
registrations, and territory designations. Ohio Rev. Code 4301.10(A)(l)-(2), (4), (6)-(8),
.24, .241; Ohio Admin. Code 4301-2-01, 4301:1-1-03, -05, -22, -24, -28, -72, -73, -74.
Issuing Tax Non-Renewal Orders. Ohio Rev. Code 4303.271(D)(2)(a).
Processing expansions or diminutions of permit premises. Ohio Rev. Code 4301.10(C),
4303.27; Ohio Admin. Code 4301-1-02.
Approving transfers of products between permit premises. Ohio Admin. Code 4301: 1-1-46.
Approving tastings of beer, wine, and mixed beverages. Ohio Admin. Code 4301: 1-1-30.
Conducting hearings pursuant to objections by legislative authorities or institutions. Ohio
Rev. Code 4303.26, .271.
3
CINCINNATU9189J.l4 C-1
F-1
APPENDIX F
Form of Continuing Disclosure Agreement
CONTINUING DISCLOSURE
UNDERTAKING AGREEMENT
This CONTINUING DISCLOSURE UNDERTAKING AGREEMENT dated as of January 31, 2013 (the
Agreement), between JobsOhio Beverage System (the Issuer) and The Huntington National Bank, as trustee
(the Trustee) under a Master Trust Indenture, a First Supplemental Trust Indenture, and a Second Supplemental
Trust Indenture (together, the Indenture), each dated as of January 31, 2013 and each between the Issuer and the
Trustee, is being entered into in connection with the issuance of $[___] in aggregate principal amount of the Issuers
Statewide Senior Lien Liquor Profits Tax-Exempt Revenue Bonds, Series 2013A (the Series 2013A Bonds) and
$[___] in aggregate principal amount of the Issuers Statewide Senior Lien Liquor Profits Taxable Revenue Bonds,
Series 2013B (the Series 2013B Bonds, and together with the Series 2013A Bonds, the Series 2013 Bonds).
WITNESSETH THAT:
WHEREAS, the Issuer desires to provide the Trustee and the holders of the Series 2013 Bonds the benefit
of its continuing duties to provide annual financial information and notices of events affecting the Series 2013
Bonds in the manner provided for in this Agreement; and
WHEREAS, the Trustee has agreed to act as filing and dissemination agent for information provided by the
Issuer to the Trustee for disclosure in the manner provided for in this Agreement; and
WHEREAS, the Issuer recognizes that the original purchasers of the Series 2013 Bonds intend to sell and
deliver the Series 2013 Bonds to others and that the original purchasers could not purchase the Series 2013 Bonds
unless they can reasonably determine that the Issuer has agreed to provide continuing disclosure for the Series 2013
Bonds in accordance with the Rule (as hereinafter defined).
NOW, THEREFORE, in consideration of issuance of the Series 2013 Bonds by the Issuer and the trusts
established under the Indenture, and other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Issuer and the Trustee hereby covenant and agree as follows:
Section 1. Definitions. The words and terms defined in this Agreement shall have the meanings
herein specified unless the context or use clearly indicates another or different meaning or intent. Those words and
terms not expressly defined herein and used herein with initial capitalization where rules of grammar do not
otherwise require capitalization, shall have the meanings assigned to them in the Indenture.
(1) Beneficial Owner of any Series 2013 Bond means any owner of a beneficial interest in such
Series 2013 Bond.
(2) Bondholder or any similar term means any person who shall be the registered owner of any
Outstanding Series 2013 Bond.
(3) EMMA means the Electronic Municipal Market Access System of the MSRB, approved by the
SEC, available at: https://emma.msrb.org/.
(4) Final Offering Circular means, with respect to the Series 2013 Bonds, the final Offering Circular
relating to such Series 2013 Bonds, including any document or set of documents included by
specific reference to such document or documents previously provided to or filed with EMMA.
(5) MSRB means the Municipal Securities Rulemaking Board.
F-2
(6) Obligated Person shall have the meaning set forth in the Rule.
(7) Rule means Rule 15c2-12 adopted by the SEC pursuant to the Securities Exchange Act of 1934,
as amended.
(8) SEC means the United States Securities and Exchange Commission.
Section 2. Term. The term of this Agreement extends from the date hereof to the earlier of (i) the
date of the last payment of principal or redemption price, if any, of, and interest to accrue on, all Series 2013 Bonds
or (ii) the date all Series 2013 Bonds are defeased under the Indenture. The Issuers and the Trustees reporting
obligations under this Agreement shall terminate at such time as the term of this Agreement expires.
Section 3. Obligated Persons. The Issuer hereby represents and warrants as of the date hereof that it
is the only Obligated Person with respect to the Series 2013 Bonds. If the Issuer is no longer committed by contract
or other arrangement to support payment of the Series 2013 Bonds, the Issuer shall no longer be considered an
Obligated Person within the meaning of the Rule, and the continuing duties under this Agreement to provide annual
financial information and notices of events shall terminate with respect to the Issuer.
The Issuer hereby agrees to provide written notice to EMMA if it is determined, pursuant to this Section 3,
that it is no longer an Obligated Person under the Rule.
Section 4. Provision of Financial Information. (a) The Issuer hereby undertakes to provide to the
Trustee, for filing on the MSRBs EMMA system, the following financial information with respect to the Series
2013 Bonds, in each case (i) in an electronic format as prescribed by the MSRB, and (ii) accompanied by identifying
information as prescribed by the MSRB:
(1) Within one hundred twenty (120) days or when and if available, the audited financial statements of
the Issuer for each fiscal year of the Issuer, beginning with the fiscal year ending June 30, 2013,
together with the auditors report and all notes thereto; and
(2) Within sixty (60) days of the close of each March 31, June 30, September 30 and December 31,
commencing June 30, 2013, financial information for the Issuer for the preceding three (3) month
period, including unaudited financial statements of the Issuer, including, without limitation,
income statements of the Issuer, if audited financial statements are not then available; and (ii)
(3) Within one hundred twenty (120) days of the close of each fiscal year of the Issuer, commencing
June 30, 2013 operating data (excluding any demographic information or forecasts) of the general
type included under the heading THE LIQUOR ENTERPRISE in the Final Offering Circular;
provided, however, that the updating information may be provided in such format as the Issuer
deems appropriate.
(b) If any information or audited financial statements relating to the Issuer referred to in paragraph (a)
of this Section 4 no longer can be provided to the Trustee because the operations to which they relate have been
materially changed or discontinued, a statement to that effect, provided by the Issuer to the Trustee for filing on
EMMA, along with any other information or audited financial statements required to be provided under this
Agreement, shall satisfy the undertaking to provide such information or audited financial statements. To the extent
available, the Issuer shall provide to the Trustee for filing on EMMA, along with the other information or audited
financial statements to be filed, operating data similar to that which can no longer be provided.
(c) The Issuer agrees to make a good faith effort to obtain the information specified in Section 4(a)
hereof. However, failure to provide any component thereof, because it is not available to the Issuer on the date by
which such information is required to be provided hereunder, shall not be deemed to be a breach of this Agreement.
The Issuer further agrees to supplement the information filing when such data is available.
F-3
(d) Any information or audited financial statements required to be provided pursuant to this Section 4
may be provided by a specific reference to such information or audited financial statements already prepared and
previously provided to the Trustee for filing on EMMA. Any information included by reference shall also be (i)
made available to the public on EMMA, or (ii) filed with the SEC.
Section 5. Accounting Principles. The accounting principles pursuant to which the Issuers
financial statements will be prepared shall be generally accepted accounting principles applicable to nonprofit
institutions, as in effect from time to time, those described in the auditors report and the notes accompanying the
audited financial statements of the Issuer included in an appendix to the Final Offering Circular, or those mandated
by federal or State law from time to time, or any other accounting principles which do not, in the determination of
the Issuer, materially deviate from any of such accounting principles.
Section 6. Reportable Events. (a) The Issuer undertakes to disclose (in a timely manner within ten
(10) business days after occurrence) the occurrence of any of the following events with respect to any Series 2013
Bonds to the Trustee, for filing on EMMA, in each case (i) in an electronic format as prescribed by EMMA, and
(ii) accompanied by identifying information as prescribed by EMMA:
(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 Series 2013 Bonds,
or other material events affecting the tax status of the Series 2013 Bonds;
(7) modifications to the rights of owners of such Series 2013 Bonds, if material;
(8) Series 2013 Bond calls, if material, and tender offers;
(9) defeasances;
(10) release, substitution or sale of property securing repayment of such Series 2013 Bonds, if
material;
(11) rating changes;
(12) bankruptcy, insolvency, receivership or similar event of the Issuer;
(13) the consummation of a merger, consolidation, or acquisition, involving the Issuer, or the
sale of all or substantially all of the assets of the Issuer, 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; or
(14) appointment of a successor or additional trustee or the change of name of a trustee, if
material.
(b) Determinations of materiality shall be made by the Issuer in accordance with the standards
established by federal securities laws, as then in existence.
(c) The Issuer may from time to time choose to provide notice of the occurrence of any other event, in
addition to those listed above, if such other event is material with respect to any Series 2013 Bonds and should be
disclosed (which determination of materiality shall be made by the Issuer in accordance with the standards
established by the federal securities laws), but the Issuer does not commit to provide any such notice of the
occurrence of any material event except those events set forth above.
Section 7. Failure to Disclose. If, for any reason, the Issuer fails to provide the information as
required by this Agreement, the Issuer shall provide notice of such failure in a timely manner to the Trustee for
dissemination to EMMA.
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Section 8. Notice to Trustee; Form of Filing. (a) The Issuer will give to the Trustee a notice of any
filing under Sections 4, 6, or 7 hereof with respect to the Series 2013 Bonds or notice of failure to disclose the
information which it files or causes to be filed under Sections 4, 6 and 7 hereof with respect to the Series 2013
Bonds, respectively, concurrently with or prior to such filing. Such notice may be made by electronic or facsimile
transmission.
(b) If such disclosure is made pursuant to Section 4(a)(1) hereof, such disclosure shall be
accompanied by a certificate of an authorized representative of the Issuer in substantially the form of Exhibit A
hereto. If such disclosure is made pursuant to Section 4(a)(2) hereof, such disclosure shall be accompanied by a
certificate of an authorized representative of the Issuer in substantially the form of Exhibit B hereto. If such
disclosure is made pursuant to Section 6 hereof, such disclosure shall be accompanied by a certificate of an
authorized representative of the Issuer in substantially the form of Exhibit C hereto.
(c) The Issuer hereby appoints the Trustee as its dissemination agent in connection with the
dissemination of all information required to be provided by the Issuer pursuant to this Agreement. The Trustee
hereby accepts such appointment and agrees to disseminate all information provided by the Issuer on EMMA, in
each case (i) not later than one (1) Business Day following receipt of such information from the Issuer, (ii) in an
electronic format as prescribed by EMMA, and (iii) accompanied by identifying information as prescribed by
EMMA. For purposes of performing the Trustees duties with respect to the dissemination of information as
provided in this Agreement, the Trustee shall be subject to, bound by, and protected by the applicable terms of the
Indenture and this Agreement. If a successor Trustee is appointed under the Indenture, the Issuer shall cause such
successor Trustee to assume the responsibilities of the Trustee under this Agreement and the Issuer shall provide
prior written notice thereof to EMMA. Further, the Issuer may, at its sole discretion, retain counsel or others with
expertise in securities matters for the purpose of assisting the Issuer in making judgments with respect to the scope
of its obligations hereunder and compliance therewith, all in order to further the purposes of this Agreement as set
forth in the preamble and Section 9 hereof.
Section 9. Remedies. (a) The purpose of this Agreement is to enable the original purchasers of the
Series 2013 Bonds to purchase the Series 2013 Bonds from time to time by providing for an undertaking by the
Issuer in satisfaction of the Rule. This Agreement is made solely for the benefit of (i) the original purchasers, and
(ii) the Bondholders and Beneficial Owners of the Series 2013 Bonds, as third party beneficiaries hereunder and
assignees of the original purchasers, and creates no new contractual or other rights for the SEC, underwriters,
brokers, dealers, municipal securities dealers, potential customers, or any other third party. The sole remedy against
the Issuer for any failure to carry out any provision of this Agreement shall be for specific performance of the
Issuers obligations hereunder and not for money for damages of any kind or in any amount or for any other remedy.
The Issuers failure to honor its covenants hereunder shall not constitute a breach or default of the Series 2013
Bonds, the Indenture, or any other agreement to which the Issuer is a party and shall not give rise to any other rights
or remedies.
(b) Subject to paragraph (e) of this Section 9, in the event the Issuer fails to provide any information
required of it by the terms of this Agreement, any Beneficial Owner of Series 2013 Bonds may pursue the remedy
set forth in the preceding paragraph. An affidavit to the effect that such person is a Beneficial Owner of Series 2013
Bonds supported by reasonable documentation of such claim shall be sufficient to evidence standing to pursue such
remedy.
(c) Subject to paragraph (e) of this Section 9, any challenge to the adequacy of the information
provided by the Issuer by the terms of this Agreement may be pursued only by Beneficial Owners of not less than
twenty-five percent (25%) in principal amount of Series 2013 Bonds then Outstanding. An affidavit to the effect
that such persons are Beneficial Owners of Series 2013 Bonds supported by reasonable documentation of such claim
shall be sufficient to evidence standing to pursue such remedy.
(d) If specific performance is granted by a court, the party seeking such remedy shall be entitled to
payment of costs by the Issuer and to reimbursement by the Issuer of reasonable fees and expenses of attorneys
incurred in the pursuit of such claim. If specific performance is not granted by a court, the Issuer shall be entitled to
payment of costs by the party seeking such remedy and to reimbursement by such party of reasonable fees and
expenses of attorneys incurred in the pursuit of such claim.
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(e) Prior to pursuing any remedy for any breach of any obligation under this Agreement, a Beneficial
Owner of the Series 2013 Bonds shall give notice to the Issuer, by registered or certified mail, of such breach and its
intent to pursue such remedy. Thirty (30) days after the receipt of such notice, or upon earlier response from the
Issuer to this notice indicating continued noncompliance, such remedy may be pursued under this Agreement if and
to the extent the Issuer has failed to cure such breach.
(f) Any and all obligations of the Issuer arising out of or relating to this Agreement are special
obligations of the Issuer and do not constitute a general obligation, indebtedness, or a pledge of the full faith and
credit of the Issuer, and the Issuers obligations to make any payments hereunder, including any and all payments to
the Trustee, are restricted entirely to the Trust Estate as defined in the Indenture and from no other source. No
person, including any Bondholder, shall have any claim against the Issuer or any of its officers, officials, agents or
employees for damages suffered as a result of the Issuers failure to perform in any respect any covenant,
undertaking or obligation contained in this Agreement except to the extent expressly set forth in this Agreement;
provided, however, that subject to this Section 9 nothing contained in this Agreement shall be construed to preclude
any action or proceeding in any court or before any governmental body, agency or instrumentality against the Issuer
or any of its officers, officials, agents or employees to specifically enforce the provisions of this Agreement.
Section 10. Modification of Agreement. The Issuer and the Trustee may, from time to time, amend
or modify this Agreement without the consent of or notice to the Bondholders if (a)(i) such amendment or
modification is made in connection with a change in circumstances that arises from a change in legal requirements,
change in law or change in the identity, nature or status of the Issuer, or type of business conducted, (ii) this
Agreement, as so amended or modified, would have complied with the requirements of the Rule on the date hereof,
after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances, and
(iii) such amendment or modification does not materially impair the interests of the Bondholders, as determined
either by (A) any person selected by the Issuer that is unaffiliated with the Issuer (including the Trustee or nationally
recognized bond counsel) or (B) an approving vote of the Bondholders of the requisite percentage of Outstanding
Series 2013 Bonds at the time of such amendment or modification; or (b) such amendment or modification
(including an amendment or modification which rescinds this Agreement) is permitted by the Rule, as then in effect.
Section 11. Interpretation Under Ohio Law. It is the intention of the parties hereto that this
Agreement and the rights and obligations of the parties hereunder shall be governed by and construed and enforced
in accordance with, the law of the State of Ohio.
Section 12. Severability Clause. In case any provision in this Agreement shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected
or impaired thereby.
Section 13. Successors and Assigns. All covenants and agreements in this Agreement made by the
Issuer shall bind its successors, whether so expressed or not.
Section 14. Compliance with Prior Undertakings. The Issuer represents that there have been no
instances in the five (5) years prior to the date hereof in which the Issuer has failed to comply, in all material
respects, with any undertakings in a written contract or agreement specified in paragraph (b)(5)(i) of the Rule.
Section 15. Notices. All notices required to be given to the Issuer under this Agreement shall be
made at the following address:
41 S. High St.
15th Floor
Attention: Treasurer
Section 16. Counterparts. This Agreement may be executed in several counterparts, each of which
shall be an original and all of which shall constitute but one and the same instrument.
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IN WITNESS WHEREOF, the Issuer and the Trustee have each caused their respective duly authorized
representatives to execute this Agreement as of the 1st day of January, 2013.
JOBSOHIO BEVERAGE SYSTEM, as Issuer
By:
Name:
Title:
THE HUNTINGTON NATIONAL BANK, as Trustee
By:
Name:
Title:
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EXHIBIT A
CERTIFICATE RE: AUDITED FINANCIAL STATEMENTS
The undersigned, on behalf of JobsOhio Beverage System, as Issuer under the Continuing Disclosure
Undertaking Agreement, dated as of January 31, 2013 (the Agreement) hereby certifies that the enclosed herewith
are the audited financial statements which are required to be provided pursuant to Section 4(a)(1) of the Agreement.
Dated: _________________
By:
Name:
Title:
F - 8
EXHIBIT B
CERTIFICATE RE: FINANCIAL INFORMATION DISCLOSURE
Undertaking Agreement, dated as of January 31, 2013 (the Agreement) hereby certifies that the information
enclosed herewith constitutes the information which is required to be provided pursuant to Section 4(a)(1), (2), or
(3), whichever is applicable, of the Agreement.
Dated: _________________
By:
Name:
Title:
F-9
EXHIBIT C
CERTIFICATE RE: REPORTABLE EVENT DISCLOSURE
Undertaking Agreement, dated as of January 31, 2013 (the Agreement) hereby certifies that the information
enclosed herewith constitutes notice of the occurrence of a reportable event which is required to be provided
pursuant to Section 6 of the Agreement.
Dated: _________________
By:
Name:
Title:
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APPENDIX G
Book-Entry Only System
BOOK-ENTRY-ONLY SYSTEM AND GLOBAL CLEARANCE PROCEDURES
The information in this section concerning DTC, DTCs book-entry system and the global clearance
procedures of Clearstream Banking, socit anonyme, Luxembourg (Clearstream Banking), and the Euroclear
Bank S.A./N.V. as operator of the Euroclear System (Euroclear), has been obtained from sources that the Issuer
believes to be reliable, but the Issuer takes no responsibility for the accuracy or completeness thereof. The Issuer
cannot and does not give any assurances that DTC, DTC Direct Participants or Indirect Participants will distribute
to the Beneficial Owners (a) payments of interest, principal or premium, if any, with respect to the Bonds (b) bonds
representing ownership interest in or other confirmation or ownership interest in the Bonds, or (c) redemption or
other notices sent to DTC or Cede & Co., its nominee, as the registered owner of the Bonds, or that they will so do
on a timely basis or that DTC, DTC Direct Participants or DTC Indirect Participants will act in the manner
described in this Official Statement. The current Rules applicable to DTC are on file with the Securities and
Exchange Commission and the current Procedure of DTC to be followed in dealing with DTC Participants are on
file with DTC.
Book-Entry Only System
The following description of the procedures and record keeping with respect to beneficial ownership
interests in the Bonds, payment of principal of, and interest and other payments with respect to the Bonds to Direct
Participants (as defined below) or Beneficial Owners (as defined below), confirmation and transfer of beneficial
ownership interests in such Bonds and other related transactions by and among The Depository Trust Company,
New York, New York (DTC), the Direct Participants and Beneficial Owners is based solely on information
provided by DTC. Accordingly, no representations can be made concerning these matters and neither the Direct
Participants nor the Beneficial Owners should rely on the following information with respect to such matters, but
should instead confirm the same with DTC or the Direct Participants, as the case may be. Information concerning
DTC and the Book-Entry-Only System has been obtained from DTC and is not guaranteed as to accuracy or
completeness by, and is not to be construed as a representation by, the Issuer.
DTC will act as securities depository for the Bonds. The Bonds will be issued as fully-registered securities
registered in the name of Cede & Co. (DTCs partnership nominee) or such other name as may be requested by an
authorized representative of DTC. One fully-registered Bond certificate will be issued for each maturity of the
Bonds, each in the aggregate principal amount of such maturity, and will be deposited with DTC or its agent.
DTC, the worlds largest securities depository, is a limited-purpose trust company organized under the New
York Banking Law, a banking organization within the meaning of the New York Banking Law, a member of the
Federal Reserve System, a clearing corporation within the meaning of the New York Uniform Commercial Code,
and a clearing agency registered pursuant to the provisions of Section 17A of the Securities Exchange Act of
1934. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity issues,
corporate and municipal debt issues, and money market instruments (from over 100 countries) that DTCs
participants (Direct Participants) deposit with DTC. DTC also facilitates the post-trade settlement among Direct
Participants of sales and other securities transactions in deposited securities, through electronic computerized book-
entry transfers and pledges between Direct Participants accounts. This eliminates the need for physical movement
of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks,
trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The
Depository Trust & Clearing Corporation (DTCC). DTCC is the holding company for DTC, National Securities
Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC
is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both
U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear
through or maintain a custodial relationship with a Direct Participant, either directly or indirectly (Indirect
Participants). DTC has a Standard & Poors rating of AA+. The DTC Rules applicable to its Participants are on
file with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com.
(The internet site is included for reference only, and the information in the internet site is not incorporated by
reference in this Offering Circular.)
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Purchases of Bonds under the DTC system must be made by or through Direct Participants, which will
receive a credit for the Bonds on DTCs records. The ownership interest of each actual purchaser of each Bond
(Beneficial Owner) is in turn to be recorded on the Direct and Indirect Participants records. Beneficial Owners
will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to
receive written confirmations providing details of the transaction, as well as periodic statements of their holdings,
from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of
ownership interests in the Bonds are to be accomplished by entries made on the books of Direct 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 Direct Participants with DTC are registered in the
name of DTCs 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 affect any change in beneficial ownership. DTC has no knowledge of the actual
Beneficial Owners of the Bonds; DTCs records reflect only the identity of the Direct Participants to whose accounts
such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will
remain responsible for keeping account of their holdings on behalf of their customers.
Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to
Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by
arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time.
Beneficial Owners of Bonds may wish to take certain steps to augment the transmission to them of notices of
significant events with respect to the Bonds, such as redemptions, tenders, defaults, and proposed amendments to the
Bond documents. For example, Beneficial Owners of Bonds may wish to ascertain that the nominee holding the
Bonds for their benefit has agreed to obtain and transmit notices to Beneficial Owners.
Redemption notices shall be sent to DTC. If less than all of the Bonds within an issue are being redeemed,
DTCs practice is to determine by lot the amount of the interest of each Direct Participant in such issue to be
redeemed.
Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to Bonds
unless authorized by a Direct Participant in accordance with DTCs MMI Procedures. Under its usual procedures,
DTC mails an Omnibus Proxy to the Issuer (or the Trustee, as appropriate) 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
Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy).
Principal 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. DTCs practice is to credit Direct Participants accounts upon
DTCs receipt of funds and corresponding detail information from the Issuer or the Trustee, on payable date in
accordance with their respective holdings shown on DTCs 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 Issuer, 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 Issuer or the Trustee, disbursement of such payments
to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial
Owners will be the responsibility of Direct and Indirect Participants.
DTC may discontinue providing its services as depository with respect to the Bonds at any time by giving
reasonable notice to the Issuer or the Trustee. Under such circumstances, in the event that a successor depository is
not obtained, Bond certificates are required to be printed and delivered.
The Issuer may decide to discontinue use of the system of book-entry-only transfers through DTC (or a
successor securities depository). In that event, Bond certificates will be printed and delivered to DTC.
The Trustee and the Issuer will recognize DTC or its nominee as the Bondholder for all purposes, including
notices and voting, and so long as a book-entry-only system is used, will send any notices to Bondholders only to
DTC. Any failure of DTC to advise any DTC Participants, or of any DTC Participant to notify the Beneficial
Owner, of any such notice and its content or effect will not affect the validity of any action premised on such notice.
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Direct Participants and Indirect Participants may impose service charges on Beneficial Owners in certain
cases. Purchasers of book-entry interests should discuss that possibility with their brokers.
The Issuer and the Trustee shall have no responsibility or obligation with respect to (a) the accuracy of the
records of DTC or any DTC Participant with respect to any beneficial ownership interest in the Bonds, (b) the
delivery to any Beneficial Owner of the Bonds or other person, other than DTC, of any notice with respect to the
Bonds or (c) the payment to any Beneficial Owner of the Bonds or other person, other than DTC, of any amount
with respect to the principal of or interest on the Bonds. Neither the Issuer nor the Trustee shall have any
responsibility with respect to obtaining consents from anyone other than the Registered Owners.
The Trustee and the Issuer cannot and do not give any assurance that DTC will distribute payments of debt
service to DTC Participants or that the DTC Participants or others will distribute payments of debt service on the
Bonds paid to DTC or its nominee, as the registered owner thereof, or any notices, to the Beneficial Owners, or that
they will do so on a timely basis or that DTC will serve and act in a manner described in this Offering Circular.
The information in this section concerning DTC and DTCs book-entry system is based upon information
obtained from sources that the Issuer believes to be reliable, but the Issuer takes no responsibility for the accuracy
thereof.
Global Clearance Procedures
Clearstream Banking and Euroclear. The Series 2010B Bonds sold in offshore transactions will be
initially issued to investors through the book-entry facilities of DTC, or Clearstream Banking and Euroclear in
Europe if the investors are participants in those systems, or indirectly through organizations that are participants in
the systems. For any of such Bonds, the record holder will be DTCs nominee. Clearstream Banking and Euroclear
will hold omnibus positions on behalf of their participants through customers securities accounts in Clearstream
Bankings and Euroclears names on the books of their respective depositories.
The depositories, in turn, will hold positions in customers securities accounts in the depositories names on
the books of DTC. Because of time zone differences, the securities account of a Clearstream Banking or Euroclear
participant as a result of a transaction with a participant, other than a depository holding on behalf of Clearstream
Banking or Euroclear, will be credited during the securities settlement processing day, which must be a business day
for Clearstream Banking or Euroclear, as the case may be, immediately following the DTC settlement date. These
credits or any transactions in the securities settled during the processing will be reported to the relevant Euroclear
participant or Clearstream Banking participant on that business day. Cash received in Clearstream Banking or
Euroclear as a result of sales of securities by or through a Clearstream Banking participant or Euroclear participant
to a DTC Participant, other than the depository for Clearstream Banking or Euroclear, will be received with value on
the DTC settlement date, but will be available in the relevant Clearstream Banking or Euroclear cash account only as
of the business day following settlement in DTC.
Transfers between participants will occur in accordance with DTC rules. Transfers between Clearstream
Banking participants or Euroclear participants will occur in accordance with their respective rules and operating
procedures. Cross-market transfers between persons holding directly or indirectly through DTC, on the one hand,
and directly or indirectly through Clearstream Banking participants or Euroclear participants, on the other, will be
effected in DTC in accordance with DTC rules on behalf of the relevant European international clearing system by
the relevant depositories; however, cross-market transactions will require delivery of instructions to the relevant
European international clearing system by the counterparty in the system in accordance with its rules and procedures
and within its established deadlines in European time. The relevant European international clearing system will, if
the transaction meets its settlement requirements, deliver instructions to its depository to take action to effect final
settlement on its behalf by delivering or receiving securities in DTC, and making or receiving payment in
accordance with normal procedures for same day funds settlement applicable to DTC. Clearstream Banking
participants or Euroclear participants may not deliver instructions directly to the depositories.
Clearstream Banking is incorporated under the laws of Luxembourg as a professional depository.
Clearstream Banking holds securities for its participating organizations (Clearstream Banking Participants) and
facilitates the clearance and settlement of securities transactions between Clearstream Banking Participants through
electronic book-entry changes in accounts of Clearstream Banking Participants, thereby eliminating the need for
physical movement of certificates. Clearstream Banking provides to its Clearstream Banking Participants, among
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other things, services for safekeeping, administration, clearance and settlement of internationally traded securities
and securities lending and borrowing. Clearstream Banking interfaces with domestic markets in several countries.
As a professional depository, Clearstream Banking is subject to regulation by the Luxembourg Monetary Institute.
Clearstream Banking Participants are recognized financial institutions around the world, including underwriters,
securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations.
Indirect access to Clearstream Banking is also available to others, such as banks, brokers, dealers and trust
companies that clear through or maintain a custodial relationship with a Clearstream Banking Participant, either
directly or indirectly.
Euroclear was created to hold securities for participants of the Euroclear system (Euroclear Participants)
and to clear and settle transactions between Euroclear Participants through simultaneous electronic book-entry
delivery against payment, thereby eliminating the need for physical movement of certificates and any risk from lack
of simultaneous transfers of securities and cash. The Euroclear system includes various other services, including
securities lending and borrowing and interfaces with domestic markets in several countries generally similar to the
arrangements for cross-market transfers with DTC described above. Euroclear is operated by Euroclear Bank
S.A./N.V. (the Euroclear Operator), under contract with Euroclear Clearance System, S.C., a Belgian cooperative
corporation (the Cooperative). All operations are conducted by the Euroclear Operator, and all Euroclear
securities clearance accounts and Euroclear cash accounts are accounts with the Euroclear Operator, not the
Cooperative. The Cooperative establishes policy for the Euroclear system on behalf of Euroclear Participants.
Euroclear Participants include banks (including central banks, securities brokers and dealers and other professional
financial intermediaries). Indirect access to the Euroclear system is also available to other firms that clear through
or maintain a custodial relationship with a Euroclear Participant, either directly or indirectly.
The Euroclear Operator is the Belgian branch of a New York banking corporation which is a member bank
of the Federal Reserve System. As such, it is regulated and examined by the Board of Governors of the Federal
Reserve System and the New York State Banking Department, as well as the Belgian Banking Commission.
Securities clearance accounts and cash accounts with the Euroclear Operator are governed by the Terms and
Conditions Governing Use of Euroclear and the related Operating Procedures of the Euroclear Systems and
applicable Belgian law (collectively, the Terms and Conditions). The Terms and Conditions govern transfers of
securities and cash within the Euroclear system, withdrawal of securities and cash from the Euroclear system, and
receipts of payments with respect to securities in the Euroclear system. All securities in the Euroclear system are
held on a fungible basis without attribution of specific certificates to specific securities clearance accounts. The
Euroclear Operator acts under the Terms and Conditions only on behalf of Euroclear Participants and has no record
of or relationship with persons holding through Euroclear Participants.
THE ISSUER CANNOT AND DOES NOT GIVE ANY ASSURANCES THAT DTC, DIRECT
PARTICIPANTS OR INDIRECT PARTICIPANTS OF DTC, CLEARSTREAM BANKING, CLEARSTREAM
BANKING PARTICIPANTS, EUROCLEAR OR EUROCLEAR PARTICIPANTS WILL DISTRIBUTE TO THE
BENEFICIAL OWNERS OF THE BONDS (I) PAYMENTS OF PRINCIPAL OF OR INTEREST ON THE
BONDS (II) CONFIRMATIONS OF THEIR OWNERSHIP INTERESTS IN THE BONDS OR (III) OTHER
NOTICES SENT TO DTC OR CEDE & CO., ITS PARTNERSHIP NOMINEE, AS THE REGISTERED OWNER
OF THE BONDS, OR THAT THEY WILL DO SO ON A TIMELY BASIS, OR THAT DTC, DIRECT
PARTICIPANTS OR INDIRECT PARTICIPANTS, CLEARSTREAM BANKING, CLEARSTREAM BANKING
PARTICIPANTS, EUROCLEAR OR EUROCLEAR PARTICIPANTS WILL SERVE AND ACT IN THE
MANNER DESCRIBED IN THIS OFFICIAL STATEMENT.
THE ISSUER DOES NOT HAVE ANY RESPONSIBILITY OR OBLIGATIONS TO DTC, THE
DIRECT PARTICIPANTS, THE INDIRECT PARTICIPANTS OF DTC, CLEARSTREAM BANKING,
CLEARSTREAM BANKING PARTICIPANTS, EUROCLEAR, EUROCLEAR PARTICIPANTS OR THE
BENEFICIAL OWNERS WITH RESPECT TO (1) THE ACCURACY OF ANY RECORDS MAINTAINED BY
DTC OR ANY DIRECT PARTICIPANTS OR INDIRECT PARTICIPANTS OF DTC, CLEARSTREAM
BANKING, CLEARSTREAM BANKING PARTICIPANTS, EUROCLEAR OR EUROCLEAR PARTICIPANTS;
(2) THE PAYMENT BY DTC OR ANY DIRECT PARTICIPANTS OR INDIRECT PARTICIPANTS OF DTC,
CLEARSTREAM BANKING, CLEARSTREAM BANKING PARTICIPANTS, EUROCLEAR OR EUROCLEAR
PARTICIPANTS OF ANY AMOUNT DUE TO ANY BENEFICIAL OWNER IN RESPECT OF THE
PRINCIPAL AMOUNT OF OR INTEREST ON BONDS; (3) THE DELIVERY BY DTC OR ANY DIRECT
PARTICIPANTS OR INDIRECT PARTICIPANTS OF DTC, CLEARSTREAM BANKING, CLEARSTREAM
BANKING PARTICIPANTS, EUROCLEAR OR EUROCLEAR PARTICIPANTS OF ANY NOTICE TO ANY
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BENEFICIAL OWNER THAT IS REQUIRED OR PERMITTED TO BE GIVEN TO OWNERS UNDER THE
TERMS OF THE RESOLUTION; OR (4) ANY CONSENT GIVEN OR OTHER ACTION TAKEN BY DTC AS
OWNER OF THE BONDS.
Initial Settlement; Distributions; Actions Upon Behalf of Owners
All of the Bonds will initially be registered in the name of Cede & Co., the nominee of DTC. Clearstream
Banking and Euroclear may hold omnibus positions on behalf of their participants through customers securities
accounts in Clearstream Banking and Euroclears names on the books of their respective U.S. Depository, which, in
turn, holds such positions in customers securities accounts in its U.S. Depositorys name on the books of DTC.
Citibank, N.A. acts as depository for Clearstream Banking and the Euroclear Operator acts as depository for
Euroclear (the U.S. Depositories).
Holders of the Bonds may hold their Bonds through DTC (in the United States) or Clearstream Banking or
Euroclear (in Europe) if they are participants of such systems, or directly through organizations that are participants
in such systems.
Investors electing to hold their Bonds through Euroclear or Clearstream Banking accounts will follow the
settlement procedures applicable to conventional EuroBonds in registered form. Securities will be credited to the
securities custody accounts of Euroclear and Clearstream Banking holders on the business day following the
settlement date against payment for value on the settlement date.
Distributions with respect to the Bonds held beneficially through Clearstream Banking will be credited to
the cash accounts of Clearstream Banking customers in accordance with its rules and procedures, to the extent
received by its U.S. Depository. Distributions with respect to the Bonds held beneficially through Euroclear will be
credited to the cash accounts of Euroclear Participants in accordance with the Terms and Conditions, to the extent
received by its U.S. Depository. Such distributions will be subject to tax reporting in accordance with relevant
United States tax laws and regulations.
Clearstream Banking or the Euroclear Operator, as the case may be, will take any other action permitted to
be taken by an owner of the Bonds on behalf of a Clearstream Banking customer or Euroclear Participant only in
accordance with the relevant rules and procedures and subject to the U.S. Depositorys ability to effect such actions
on its behalf through DTC.
Secondary Market Trading
Secondary market trading between Issuers (other than U.S. Depositaries) will be settled using the
procedures applicable to U.S. corporate debt obligations in same-day funds.
Secondary market trading between Euroclear Participants and/or Clearstream Banking customers will be
settled using the procedures applicable to conventional Eurobonds in same-day funds.
When securities are to be transferred from the account of an Issuer (other than U.S. Depositories) to the
account of a Euroclear Participant or a Clearstream Banking customer, the purchaser must send instructions to the
applicable U.S. Depository one business day before the settlement date. Euroclear or Clearstream Banking, as the
case may be, will instruct its U.S. Depository to receive the securities against payment. Its U.S. Depository will then
make payment to the Issuers account against delivery of the securities. After settlement has been completed, the
securities will be credited to the respective clearing system and by the clearing system, in accordance with its usual
procedures, to the Euroclear Participants or Clearstream Banking customers accounts. Credit for the securities will
appear on the next day (European time) and cash debit will be back-valued to, and the interest on the Bonds will
accrue from the value date (which would be the preceding day when settlement occurs in New York). If settlement
is not completed on the intended value date (i.e., the trade fails), the Euroclear or Clearstream Banking cash debit
will be valued instead as of the actual settlement date.
Euroclear Participants and Clearstream Banking customers will need to make available to the respective
clearing systems the funds necessary to process same-day funds settlement. The most direct means of doing so is to
pre-position funds for settlement, either from cash on hand or existing lines of credit, as they would for any
settlement occurring within Euroclear or Clearstream Banking. Under this approach, they may take on credit
exposure to Euroclear or Clearstream Banking until the securities are credited to their accounts one day later.
G-6
As an alternative, if Euroclear or Clearstream Banking has extended a line of credit to them,
participants/customers can elect not to pre-position funds and allow that credit line to be drawn upon to finance
settlement. Under this procedure, Euroclear Participants or Clearstream Banking customers purchasing securities
would incur overdraft charges for one day, assuming they cleared the overdraft when the securities were credited to
their accounts. However, interest on the securities would accrue from the value date. Therefore, in many cases, the
investment income on securities earned during that one day period may substantially reduce or offset the amount of
such overdraft charges, although this result will depend on each participants/customers particular cost of funds.
Because the settlement is taking place during New York business hours, Issuers can employ their usual
procedures for sending securities to the applicable U.S. Depository for the benefit of Euroclear Participants or
Clearstream Banking customers. The sale proceeds will be available to the DTC seller on the settlement date. Thus,
to the Issuer, a cross-market transaction will settle no differently from a trade between two Issuers.
Due to time zone differences in their favor, Euroclear Participants and Clearstream Banking customers may
employ their customary procedure for transactions in which securities are to be transferred by the respective clearing
system, through the applicable U.S. Depository to another Issuers. In these cases, Euroclear will instruct its U.S.
Depository to credit the securities to the Issuers account against payment. The payment will then be reflected in the
account of the Euroclear Participant or Clearstream Banking customer the following business day, and receipt of the
cash proceeds in the Euroclear Participants or Clearstream Banking customers accounts will be back-valued to the
value date (which would be the preceding day, when settlement occurs in New York). If the Euroclear Participant or
Clearstream Banking customer has a line of credit with its respective clearing system and elects to draw on such line
of credit in anticipation of receipt of the sale proceeds in its account, the back-valuation may substantially reduce or
offset any overdraft charges incurred over that one-day period. If settlement is not completed on the intended value
date (i.e., the trade fails), receipt of the cash proceeds in the Euroclear Participants or Clearstream Banking
customers accounts would instead be valued as of the actual settlement date.
Procedures May Change
Although DTC, Clearstream Banking and Euroclear have agreed to these procedures to facilitate transfers
of securities among DTC and its Issuers, Clearstream Banking and Euroclear, they are under no obligation to
perform or continue to perform these procedures and these procedures may be discontinued and may be changed at
any time by any of them.
[Remainder of this page intentionally left blank.]
H-1
APPENDIX H
Form of Bond Counsel Opinion
[DRAFT]
__________, 2013
To: JobsOhio Beverage System
Columbus, Ohio
J.P. Morgan Securities LLC and
Citigroup Global Markets Inc.,
as Representatives of the Underwriters named
in the Bond Purchase Agreement
dated [__________], 2013, with respect to the
Bonds described below
We have served as bond counsel to JobsOhio Beverage System (Issuer), an Ohio nonprofit corporation,
in connection with the issuance of its $[______] Statewide Senior Lien Liquor Profits Tax-Exempt Revenue Bonds,
Series 2012A (Series A Bonds) and its $[______] Statewide Senior Lien Liquor Profits Taxable Revenue Bonds,
Series 2012B (Series B Bonds and, together with the Series A Bonds, Bonds), dated [__________, 201_]. The
Bonds are issued pursuant to the Master Trust Indenture, dated as of [_______] 1, 201_, between the Issuer and The
Huntington National Bank, as Master Trustee (Master Trustee), as supplemented by the First Supplemental Trust
Indenture and the Second Supplemental Trust Indenture, both dated as of [___________], 2012, between the Issuer
and the Master Trustee (together, Master Indenture). Capitalized terms not otherwise defined in this letter are
used as defined in the Master Indenture hereinafter defined.
In our capacity as bond counsel, we have examined:
(i) the transcript of proceedings relating to the issuance of the Bonds, a copy of the signed and
authenticated Series A Bond and Series B Bond of the first maturity of the respective series, and the Master
Indenture and such other documents, matters and law as we deem necessary to render the opinions set forth in this
letter;
(ii) resolutions adopted by the Board of Directors of the Issuer on [_________];
(iii) the Operations Services Agreement by and among the Department of Commerce of the State of
Ohio, the Office of Budget and Management of the State of Ohio, JobsOhio (JobsOhio), an Ohio nonprofit
corporation, and the Issuer, dated as of [________, 2013] (Operations Services Agreement); and
(iv) the Franchise and Transfer Agreement by and among the Department of Commerce of the State of
Ohio, the Office of Budget and Management of the State of Ohio, JobsOhio and the Issuer, dated as of [_______,
2013] (Franchise and Transfer Agreement).
Subject to the limitations stated below, we are of the opinion that, under existing law:
1. The Bonds and the Master Indenture, the Operations Services Agreement and the Franchise and
Transfer Agreement are valid and binding obligations of the Issuer, enforceable in accordance
with their respective terms.
2. The Bonds constitute limited obligations of the Issuer and the principal of and interest [and any
premium on] (collectively, debt service) the Bonds, together with debt service on any other
obligations issued and outstanding on a parity with the Bonds as provided in the Master Indenture,
are payable solely from the Trust Estate.
H-2
3. Interest on the Series A Bonds is excluded from gross income for federal income tax purposes
under Section 103 of the Internal Revenue Code of 1986, as amended (the Code) and is not an
item of tax preference for purposes of the federal alternative minimum tax imposed on individuals
and corporations; however, portions of the interest on the Series A Bonds earned by certain
corporations may be subject to a corporate alternative minimum tax. Interest on the Series B
Bonds is not excluded from gross income for federal income tax purposes.
4. Interest on, and any profit made on the sale, exchange or other disposition of, the Bonds are
exempt from all Ohio state and local taxation, except the estate tax, the domestic insurance
company tax, the dealers in intangibles tax, the tax levied on the basis of the total equity capital of
financial institutions, and the net worth base of the corporate franchise tax. We express no opinion
as to any other tax consequences regarding the Bonds.
The opinions stated above are based on an analysis of existing laws, regulations, rulings and court decisions
and cover certain matters not directly addressed by such authorities. In rendering all such opinions, we assume,
without independent verification, and rely upon: (i) the accuracy of the factual matters represented, warranted or
certified in the proceedings and documents we have examined, (ii) the due and legal authorization, execution and
delivery of those documents by, and the valid, binding and enforceable nature of those documents upon, any parties
other than the Issuer, and (iii) the correctness of the legal conclusions contained in the legal opinion letter[s] of
Jones Day, counsel to the Issuer, delivered in connection with this matter regarding the legal existence of the Issuer,
and the valid authorization, execution and delivery of the Master Trust Indenture, the Operations Services
Agreement and the Franchise and Transfer Agreement by the Issuer, which opinion is subject to a number of
qualifications and limitations.
In rendering those opinions with respect to the treatment of the interest on the Series A Bonds under federal
tax laws, we further assume and rely upon compliance with the covenants in the proceedings and documents we
have examined, including those of the Issuer and the State of Ohio. Failure to comply with certain of those
covenants subsequent to issuance of the Series A Bonds may cause interest on the Series A Bonds to be included in
gross income for federal income tax purposes retroactively to their date of issuance.
The rights of the owners of the Bonds and the enforceability of the Bonds and the Master Indenture are
subject to bankruptcy, insolvency, arrangement, fraudulent conveyance or transfer, reorganization, moratorium and
other laws relating to or affecting creditors rights, to the application of equitable principles, to the exercise of
judicial discretion, and to limitations on legal remedies against public entities. We express no opinion with respect
to any indemnification, contribution, penalty, choice of law, choice of forum, choice of venue, waiver or severability
provisions contained in the Master Indenture.
The opinions rendered in this letter are stated only as of this date, and no other opinion shall be implied or
inferred as a result of anything contained in or omitted from this letter. Our engagement as bond counsel with
respect to the Bonds has concluded on this date.
Respectfully submitted,
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JobsOhio Bond Offering Circular

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SUPPLEMENT DATED JANUARY 23, 2013

Statewide Senior Lien Liquor Profits Tax-Exempt Revenue Bonds,

Preliminary, subject to change.

2015 $5,000,000 % % 2020 $5,000,000

2015 $36,190,000 % % 2020 $41,355,000

JOBSOHIO BEVERAGE SYSTEM

Preliminary, subject to change.

Preliminary, subject to change.

Preliminary, subject to change.

Series 2013A Bonds Optional Redemption.

Preliminary, subject to change.

, shall be subject to mandatory sinking fund

Preliminary, subject to change.

, shall be subject to mandatory sinking fund

Preliminary, subject to change.

Preliminary, subject to change.

1,933 1,754 (9.25)% 7,004 6,263 (10.58)%

$63,572 $66,982 5.37% $247,407 $261,269 5.60%

Preliminary, subject to change.

Statewide Senior Lien Liquor Profits Tax-Exempt Revenue

Preliminary, subject to change

Statewide Senior Lien Liquor Profits Tax-Exempt

Preliminary, subject to change.

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