October 3, 2016

NOTICE OF NON-PAYMENT TO HOLDERS OF

$22,000,000 STONEBRIDGE PUBLIC IMPROVEMENT
DISTRICT, RANKIN COUNTY, MISSISSIPPI SPECIAL ASSESSMENT
BONDS SERIES 2007 (the Bonds)
CUSIPS* 86176HAA7; 86176HAB5 and 86176HAC3

THIS NOTICE CONTAINS IMPORTANT INFORMATION THAT IS OF INTEREST

TO THE REGISTERED AND BENEFICIAL OWNERS OF THE ABOVE BONDS. IF YOU
RECEIVE THIS NOTICE AND ARE ACTING FOR A BENEFICIAL OWNER, PLEASE
SEND THIS NOTICE TO THE BENEFICIAL OWNER(S) IMMEDIATELY.

UMB Bank, n.a. (the Trustee) is the successor trustee under that certain Trust Indenture
(the Indenture) dated as of September 21, 2007 between the Bank of the Ozarks, an Arkansas
banking corporation as original trustee and the Stonebridge Public Improvement District, Rankin
County, Mississippi (the District). Capitalized terms not otherwise defined herein shall have
the meanings assigned to such terms in the Indenture.

The amount of accrued interest due and payable on October 1, 2016 will not be made at
this time. Principal and interest remaining unpaid, including from prior periods, have not been
forgiven. Outstanding unpaid principal continues to bear interest.

If you have any questions regarding this notice you may contact the Trustee at the
following address:

UMB Bank, n.a., as Trustee

Attention: Gordon Gendler
120 South Sixth Street, Suite 1400
Minneapolis, Minnesota 55402
Phone: (612) 337-7002
E-mail:[email protected]

Please note that the Trustee may conclude that a specific response to particular inquiries
from individual Holders is not consistent with equal and full dissemination of significant
information to all Holders. Holders should not rely on the Trustee as their sole source of
information. The Trustee makes no recommendations and gives no investment or legal advice to
the above matters or as to the Bonds generally.

UMB BANK, N.A., as Trustee

* No representation is made as to the correctness of the CUSIP numbers which are included solely for the convenience of the holders of the
Bonds.
 June 19, 2015

NOTICE OF FILING OF TRUST INSTRUCTION PROCEEDING

TO HOLDERS OF
$22,000,000 STONEBRIDGE PUBLIC IMPROVEMENT
DISTRICT, RANKIN COUNTY, MISSISSIPPI SPECIAL ASSESSMENT
BONDS SERIES 2007 (the Bonds)
CUSIPS* 86176HAA7; 86176HAB5 and 86176HAC3

THIS NOTICE CONTAINS IMPORTANT INFORMATION THAT IS OF INTEREST

TO THE REGISTERED AND BENEFICIAL OWNERS OF THE ABOVE BONDS. IF YOU
RECEIVE THIS NOTICE AND ARE ACTING FOR A BENEFICIAL OWNER, PLEASE
SEND THIS NOTICE TO THE BENEFICIAL OWNER(S) IMMEDIATELY.

UMB Bank, n.a. (the Trustee) is the successor trustee under that certain Trust Indenture (the
Indenture) dated as of September 21, 2007 between the Bank of the Ozarks, an Arkansas banking
corporation as original trustee and the Stonebridge Public Improvement District, Rankin County,
Mississippi (the District). Capitalized terms not otherwise defined herein shall have the meanings
assigned to such terms in the Indenture.

Background

The Bonds were issued to finance a portion of the costs associated with the acquisition
and construction of certain capital infrastructure improvements made as part a residential and
commercial development project within the District (the Development) undertaken by Green
Hills Development Company, LLC, a Mississippi limited liability company (the Developer).
The Bonds are limited obligations of the District and are secured by and payable solely from
Pledged Revenues, consisting principally of revenues received by the District from annual
special assessments levied and collected on land within the District for the purpose of paying the
Bonds (the Special Assessments).

Commencing in 2008, the District failed to pay debt service on the Bonds due to the
failure of the Developer, who originally owned all or substantially all of the property in the
District (the Developer Property), including the property on which Special Assessments had
been levied, to pay those Special Assessments when due. Real estate taxes and assessments
levied by other governmental entities on the Developer Property were also delinquent. Under
Mississippi law, the Special Assessments are a lien against the property to which they relate,
equal in priority to the lien for real estate taxes and other assessments, and senior in priority to all
other liens on and claims to the property, including mortgages. The Special Assessments are
collected by the Tax Collector along with taxes and assessments due other governmental entities,
and if the Special Assessments remain unpaid more than one year after they are due, the lien may
be enforced by the District.
Holders of Stonebridge Public Improvement District, Rankin County, Mississippi Bonds
June 19, 2015
Page 2

As a result of the Developers failure to pay its tax bills relating to the Developer
Property, including the Special Assessments, the Developer Property was forfeited to the State of
Mississippi during 2009 and 2010 pursuant to procedures governed by Mississippi law. These
procedures provide that if any taxes or assessments remain delinquent past the time permitted by
law, the county sells the land for delinquent taxes. If no tax sale occurs the county places the
property on a list to be struck off to the State of Mississippi. The District took no steps to enforce
the lien of the Special Assessments against the Developer or the Developer Property, or
otherwise to prevent the loss of the Developer Property. The two year redemption period
provided by Mississippi law within which the Developer could redeem the Developer Property
by paying the delinquent taxes and Special Assessments expired during 2011 and 2012 and the
State now owns this property, free and clear of any claim or interest of the Developer.

The Trust Instruction Proceeding

Since its appointment, the Trustee has worked diligently to gather information concerning
the status of District, the Developer and the Development, and to explore potential avenues for
realizing value for holders of the Bonds following the forfeiture of the Developer Property. The
Trustee has also consulted extensively with Oppenheimer Rochester High Yield Municipal Fund,
the holder of approximately 75.2% of the aggregate outstanding principal amount of the Bonds
(the Majority Holder). Based upon its investigation, and after consultation with the Majority
Holder, the Trustee has sought approval from the Court (defined below) to recover the Developer
Property for the benefit of the Trust Estate. In addition, in order to protect this and other
property within the District for the benefit of Trust Estate, the Trustee proposes to enforce certain
remedies against the District and the Developer. Finally, in light of the anticipated costs of these
actions and the limited resources currently available in the Trust Estate, the Trustee proposes to
borrow money from the Majority Holder on behalf of the Trust Estate. The Trustee believes
these actions are essential if anything more than nominal value is to be realized by holders of the
Bonds.

The Trustee has formed three special purpose entities (the SPEs) for the purpose of
owning, managing, maintaining and disposing of the tax forfeited Developer Property proposed
to be acquired from the State. Subject to obtaining Court authority, the Trustee caused the SPEs
to submit applications to purchase a total of 106 specifically-identified parcels (the
Applications) comprising all of the Developer Property that has been struck off to the State.
The aggregate purchase price of the property proposed to be purchased in the Applications is
$862,780.00, which was determined per parcel based on States tiered pricing system. The
Trustee believes that recovery of the Developer Property as sought in the Applications is
necessary for the orderly and efficient disposition of this property, to maximize its value and to
preserve value for holders of the Bonds. If the Trustee is successful in acquiring the property as
contemplated by the Applications, the Trustee proposes to market and dispose of the property in
accordance with directions received from the Majority Holder pursuant to the Indenture.

In addition to the amounts to be paid to purchase the forfeited Developer Property, the
Trustee expects that it will incur fees and expenses relating to the SPEs ownership, preservation,
marketing and sale of the property. The Trustee also anticipates that it will incur professional
Holders of Stonebridge Public Improvement District, Rankin County, Mississippi Bonds
June 19, 2015
Page 3

fees and other costs and expenses in connection with its pursuit of remedies against the District
and others. These costs are uncertain, but the Trustee anticipates they could be substantial. In
order to provide the funds necessary to purchase the forfeited Developer Property and pay the
anticipated costs of preserving, marketing and selling the property and protecting the interests of
holders of the Bonds as described above, the Trustee is requesting the Court to authorize it to
borrow up to $1,615,052.00 (the Default Funding) from the Majority Holder (the Loan
Transaction) pursuant to terms described in a certain form of Bondholder Funding Agreement
(the Funding Agreement).

Repayment of amounts advanced under the Funding Agreement will be made to the
Majority Holder from any (i) net proceeds received by the Trustee resulting from the SPEs
acquisition of the Developer Property that has been struck off to the State, including, but not
limited to, any amounts received by the Trustee as a result of the Districts receipt of funds
representing proceeds or recoveries of Special Assessments, and any net proceeds generated by
the SPEs disposition of the forfeited Developer Property; and (ii) monies representing advances
made by the Majority Holder under the Funding Agreement which remain on deposit with the
Trustee in the separate account to be established by the Trustee at such time as the Bonds are
redeemed or canceled in full. Monies under the forgoing subsections (i) and (ii) will be applied,
first, to the payment of any then-due fees and expenses of the Trustee to the extent not otherwise
paid, including fees and expenses of legal counsel, as approved by the Majority Holder; second,
to pay any other unpaid Default Expenditures as defined in the Funding Agreement; third, to
repay the Majority Holder the aggregate amount of Default Funding that has been provided to
the Trustee by the Majority Holder plus interest accrued on any outstanding amount of the
Default Funding that was advanced by the Majority Holder to the Trustee at the rate of 7.5%
simple interest per annum; and fourth, for payment of the Bonds.

The Trustee believes that the purchase of the forfeited Developer Property and the
orderly marketing and sale of this property for the benefit of the Trust Estate is essential if
holders of the Bonds are to have any appreciable recovery. The Trustee also believes that the
remedial and enforcement actions it contemplates are necessary to preserve, manage and
maintain the property and the District and to enforce the obligations of the District and others
under the Bond Documents. The Majority Holder agrees these actions are likely to produce the
best possible return in the circumstances for all holders of the Bonds. Accordingly, pursuant to
Section 10.06 of the Indenture, the Majority Holder directed the Trustee to establish the SPEs
and purchase the Developer Property pursuant to the terms of the Applications.

Holders of the Bonds have virtually no hope of a recovery without recovery of the
forfeited Developer Property. While Mississippi law is not clear, it appears that if a third party
were to buy the Developer Property it would do so free and clear past due Special Assessments.
Thus, without control of the property, the primary source of payment of payment would be lost
and the Trustee could only distribute the funds on hand.

In order to ensure that the Trustee has the requisite authority to enter into the Loan
Transaction and take the other actions described above, and to ensure that these actions are
consistent with and satisfy its duties under the Indenture, the Trustee has filed a petition
Holders of Stonebridge Public Improvement District, Rankin County, Mississippi Bonds
June 19, 2015
Page 4

pursuant to Minn. Stat. 501B.16 (the Petition) in the District Court for Hennepin County,
Minnesota, Probate/Mental Health Division, the court which has jurisdiction over the Trustee
and the Trust Estate (the Court) seeking certain findings, instructions and orders of the Court.
A copy of the Trustees Petition is enclosed with this notice, 1 together with a copy of the Courts
order setting the hearing on the Petition. The Petition further explains the issues described in this
notice.

The Petition is scheduled for hearing at 2:00 P.M. on August 5, 2015, in Courtroom
C-400, Hennepin County Government Center, 300 South Sixth Street, Minneapolis,
Minnesota 55487.

Every holder of the Bonds will have the right to appear at the hearing, either with or
without counsel, to express his, her or its views of the issues raised in the Petition and to
participate in the hearing. Parties desiring to be heard with respect to the Petition and related
matters should consult with their own legal counsel as to the submission of responses to the
Petition and the advisability of attending the August 5, 2015 hearing.

Any objections to the relief requested in the Petition must be filed with the Court
and served on counsel for the Trustee at the address set forth at the end of the Petition, not
later than Friday, July 31, 2015.

If you have any questions regarding this notice you may contact the Trustee at the following
address:

UMB Bank, n.a., as Trustee

Attention: Gordon Gendler
120 South Sixth Street, Suite 1400
Minneapolis, Minnesota 55402
Phone: (612) 337-7002
E-mail: [email protected]

Please note that the Trustee may conclude that a specific response to particular inquiries from
individual Holders is not consistent with equal and full dissemination of significant information to all
Holders. Holders should not rely on the Trustee as their sole source of information. The Trustee makes no
recommendations and gives no investment or legal advice to the above matters or as to the Bonds
generally.

UMB BANK, N.A., as Trustee

* No representation is made as to the correctness of the CUSIP numbers which are included solely for the convenience of the holders of the
Bonds.

1
Copies of the voluminous exhibits to the Petition have not been provided, although they are available
upon request to the Trustee.
 27-TR-CV-15-243
Filed in Fourth Judicial District Court
6/4/2015 2:19:32 PM
Hennepin County, MN

DISTRICT COURT
STATE OF MINNESOTA FOURTH JUDICIAL DISTRICT
PROBATE/MENTAL HEALTH DIVISION
COUNTY OF HENNEPIN Other: Civil

In the Matter of the Trusteeship Court File No. -TR-CV-15-

Under Trust Indenture dated as of
September 21, 2007, between the PETITION OF UMB BANK, N.A. AS
Stonebridge Public Improvement SUCCESSOR TRUSTEE FOR AN ORDER
District and Bank of the Ozarks, PURSUANT TO MINN. STAT. 501B.16
as Trustee IN THE ADMINISTRATION OF A TRUST

TO THE ABOVE-NAMED COURT:

Petitioner herein, UMB Bank, n.a., a national banking association and successor

in interest to Bank of the Ozarks (the "Prior Trustee"), having a corporate trust office at 120

South Sixth Street, Suite 1400, Minneapolis, Minnesota 55402, as trustee (the "Trustee") of the

above-described trust (the "Trust"), by and through its undersigned counsel, respectfully

petitions the Court as follows:

I. BACKGROUND

1. Petitioner is the duly-appointed and acting trustee under that certain Trust

Indenture dated as of September 21, 2007, by and between the Stonebridge Public Improvement

District (the "District") and the Prior Trustee (the "Indenture"). A true and correct copy of the

Indenture is attached hereto as Exhibit A.

2. By this Petition, the Trustee seeks certain findings, instructions and orders of this

Court relating to the Trustee's administration of the Trust created by the Indenture and the

discharge of the Trustee's duties thereunder pursuant to Minn. Stat. 501B.16.

1
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A. The Bonds and Bond Documents.

3. The District is a public improvement district organized and existing under the

laws of the State of Mississippi located in Rankin County, Mississippi. Pursuant to the

Indenture, the District authorized and issued its Special Assessment Bonds, Series 2007, in the

aggregate principal amount of $22,000,000 (the "Bonds").

4. The District issued the Bonds to finance a portion of the costs associated with the

acquisition and construction of roadway improvements, water, sewer, drainage and water

retention lakes, landscaping, nature areas, green space and other capital infrastructure

improvements benefiting property situated within the boundaries of the District (the "Capital

Improvements"). Proceeds of the Bonds were also used to fund a debt service reserve for the

Bonds, to pay interest on the Bonds during construction of the Capital Improvements and to pay

the costs of issuing the Bonds.

5. The Capital Improvements were part of a residential and commercial development

project within the District (the "Development") undertaken by Green Hills Development

Company, LLC, a Mississippi limited liability company (the "Developer"). Pursuant to a certain

Acquisition Agreement dated as of September 20, 2007 (the "Acquisition Agreement"), between

the District and the Developer, the Developer agreed to complete the Capital Improvements

according to approved plans and specifications and to convey them to the District, together with

the Developer's interests in the related real property, and the District agreed to pay the

reasonable costs incurred by the Developer in the acquisition, construction and preparation of the

Capital Improvements. A true and correct copy of the Acquisition Agreement is attached hereto

as Exhibit B.

2
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6. The Bonds are limited obligations of the District and are secured by and payable

solely from "Pledged Revenues" as defined in the Indenture. Pledged Revenues include (i) all

revenues received by the District from annual special assessments levied and collected on land

within the District for the purpose of paying the Bonds (the "Special Assessments"), including

amounts received from any foreclosure or other proceeding or process for the enforcement of

collection of such Special Assessments, (ii) any revenue received by or for the account of the

District from any "Qualified Guarantee" (as defined in the Indenture) or other credit

enhancement for the Bonds and (iii) all other moneys held by the Trustee in the funds and

accounts established under the Indenture (other than moneys in the Rebate Fund). The Bonds are

not otherwise secured.

7. Pursuant to a certain Guaranty Agreement dated September 21, 2007 (the

"Guaranty"), Ben 0. Turnage, the Chief Executive Officer and Manager of the Developer (the

"Guarantor"), guaranteed the full and prompt performance of the Developer's obligations to the

District under the Acquisition Agreement, up to a maximum of $3,500,000. A true and correct

copy of the Guaranty is attached hereto as Exhibit C.

8. The Indenture, Acquisition Agreement, Guaranty and any other document or

agreement delivered as security for or in respect of the Bonds or the District's obligations to the

Trustee or holders of the Bonds under any of such documents are collectively referred to herein

as the "Bond Documents."

9. On or about November 9, 2014, by an instrument issued pursuant to Section 11.11

of the Indenture, the Prior Trustee resigned as Trustee and pursuant to Section 11.13 of the

Indenture the holder of a majority of the aggregate principal amount of the Bonds outstanding

appointed the Trustee as successor trustee effective November 9, 2014. As successor trustee

3
 27-TR-CV-15-243
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Hennepin County, MN

under the Indenture, the Trustee has succeeded to all of the rights and interests of the Prior

Trustee under the Bond Documents. References to the "Trustee" herein are to the Trustee or the

Prior Trustee as the context requires.

B. Defaults Under the Bond Documents.

10. Debt service on the Bonds is payable semi-annually, on October 1 and April 1 of

each year. Under Sections 10.02(a) and (b) of the Indenture, the District's failure to pay interest,

principal or any redemption amount on the Bonds when due and payable is an "Event of Default"

under the Indenture. In addition, pursuant to Section 10.02(c) of the Indenture, it is an Event of

Default "if the [District], for any reason, is rendered incapable of fulfilling its obligations under

this Indenture ...." Further, pursuant to Section 10.02(e) of the Indenture, the District's default

in the performance of any other covenant contained in the Indenture and the continuation of such

default for 60 days after written notice has been given by the Trustee to the District also

constitutes an Event of Default.

11. Section 9.03 of the Indenture requires the District to levy the Special Assessments

and certify them to the Rankin County Tax Collector (the "Tax Collector") for collection by the

Tax Collector and enforcement by the Tax Collector or the District as necessary to pay debt

service on the Bonds. Section 9.04 of the Indenture requires the District to collect or cause the

Special Assessments to be collected in accordance with Mississippi law, the Indenture and the

terms of any agreement between the District and the County. Section 9.24 of the Indenture

provides that the District "shall not do or omit to do, or suffer to be done or omit to be done, any

matter or thing whatsoever whereby the lien of the Bonds on the Pledged Revenues or any part

thereof, or the priority thereof would be lost or impaired...."

4
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Hennepin County, MN

12. Commencing in 2008, the District failed to pay debt service on the Bonds due to

the failure of the Developer, who originally owned all or a substantial majority of the property in

the District (the "Developer Property"), including the property on which Special Assessments

had been levied, to pay those Special Assessments when due.' Real estate taxes and assessments

levied by other governmental entities on the Developer Property were also delinquent. Under

Mississippi law, the Special Assessments are a lien against the property to which they relate,

equal in priority to the lien for real estate taxes and other assessments, and senior in priority to all

other liens on and claims to the property, including mortgages. The Special Assessments are

collected by the Tax Collector along with taxes and assessments due other governmental entities,

and if the Special Assessments remain unpaid more than one year after they are due, the lien may

be enforced by the District.

13. As a result of the Developer's failure to pay its tax bills relating to the Developer

Property, including the Special Assessments, the Developer Property was struck off to the State

of Mississippi during 2009 and 2010 pursuant to procedures governed by Mississippi law.

Under Mississippi law, taxes and assessments, including the Special Assessments here, are due

and payable on February 1 in arrears (i.e., 2014 taxes/assessments are due February 1, 2015).

After February 1, they become delinquent. If any taxes or assessments remain delinquent as of

August 1 of the same year, the county sells the land for delinquent taxes on the last Monday of

August. The county additionally has the option to sell property for delinquent taxes on the first

Monday of April. Any purchaser of lands sold for taxes holds perfect title to the land sold for

taxes, but without the right of possession and subject to the right of redemption. Following a two

year redemption period, the purchaser's title ripens to perfect title with the immediate right to

I A small portion of the property subject to the Special Assessments was sold by the Developer and is now owned by
third parties. These owners continue to pay the Special Assessments on their properties, but the amount received is
relatively insignificant in comparison to the amount necessary to pay debt service on the Bonds when due.

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 27-TR-CV-15-243
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possession. If no tax sale occurs the county places the property on a list to be struck off to the

State of Mississippi. The State does not pay property taxes or assessments while it holds the

property. Assessments and taxes continue to accrue to the assessed owner of the property at the

time of sale during the period of redemption, although the State does not seem to have a

procedure for recognizing the amount of the accrued assessments as part of any eventual parcel

sale. The District took no steps to enforce the lien of the Special Assessments against the

Developer or the Developer Property, or otherwise to prevent the loss of the Developer Property.

The two year redemption period provided by Mississippi law within which the Developer could

redeem the Developer Property by paying the delinquent taxes and Special Assessments expired

during 2011 and 2012 and the State now owns this property, free and clear of any claim or

interest of the Developer.

14. In April 2010, after the unsuccessful tax sale of a portion of the Developer

Property such that the Developer Property had been struck to the State, but before the redemption

period had run, the Prior Trustee commenced suit against the District, the Developer and a party

claiming a mortgage in state court in Rankin County, Mississippi seeking judicial foreclosure of

the lien of the Special Assessments and appointment of a receiver. Among other things, the

complaint alleged that the Developer had defaulted in the payment of Special Assessments due,

and that the District lacked the number of directors required by statute and accordingly was

unable to transact business. The complaint requested that the court appoint a special

commissioner for purpose of conducting a foreclosure sale of the property subject to the lien of

the delinquent Special Assessments, and a receiver to operate and manage the District, collect the

Special Assessments and otherwise to marshal, collect and protect the District's property under

the supervision of the court.

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Hennepin County, MN

15. The Trustee understands that this litigation has not been resolved and remains

pending before the court.2

16. The District's payment defaults, covenant breaches and the other events described

above, including the forfeiture of the Developer Property, constitute Events of Default under

Sections 10.02(a), (b), (c) and (e) of the Indenture. The Trustee has not been able to determine

whether the Prior Trustee gave any required written notice of the defaults under the covenants

described in paragraph 11 above to the District. However, to the extent written notice of such

defaults was not previously given by the Prior Trustee, the Prior Trustee's complaint and other

pleadings in the litigation constitute such notice. Each of these defaults remains uncured and,

given the forfeiture of the Developer Property, each is incurable. The Trustee submits that no

further notice is required.

C. The Trustee's Proposed Remedial Actions.

17. Since its appointment the Trustee has worked diligently to gather information

concerning the status of District, the Developer and the Development, and to explore potential

avenues for realizing value for holders of the Bonds following the forfeiture of the Developer

Property. The Trustee has also consulted extensively with Oppenheimer Rochester High Yield

Municipal Fund, the holder of approximately 75.2% of the aggregate outstanding principal

amount of the Bonds (the "Majority Holder"). Based upon its investigation, and after

consultation with the Majority Holder, the Trustee proposes to take certain actions, subject to this

Court's approval and at the direction of the Majority Holder, to recover the Developer Property

for the benefit of the Trust Estate (as defined below). In addition, in order to protect this and

2
Based on its review of the court's docket, the Trustee understands that the District moved to dismiss the Prior
Trustee's complaint. The Trustee does not believe this motion has been heard or decided. The Developer answered
the complaint and asserted defenses while acknowledging that it had failed to pay Special Assessments. The
mortgagee answered and asserted defenses and counterclaims.

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other property within the District for the benefit of Trust Estate, the Trustee proposes to enforce

certain remedies against the District, the Developer and the Guarantor. Finally, in light of the

anticipated costs of these actions and the limited resources currently available in the Trust Estate,

the Trustee proposes to borrow money from the Majority Holder on behalf of the Trust Estate in

order to provide the funds necessary to pursue these actions. The Trustee believes these actions

are essential if anything more than nominal value is to be realized by holders of the Bonds.

Thus, the Trustee believes these actions are in the best interests of all holders of the Bonds.

18. In Mississippi, tax-forfeited lands may be purchased from the State by making

an "Application for Purchase of Tax Forfeited Property" to the Public Lands Division of the

Office of Secretary of State. The State has established a baseline tiered pricing system for

selling such property, which generally provides for a purchase price of: (i) if the property is sold

within three (3) years from expiration of the right of redemption, 50% of the fair market value as

determined by the State; (ii) if the property is sold after three (3) years from expiration of the

right of redemption, 10% of the fair market value, plus all reimbursable taxes and fees,

maintenance costs, and assessments; and (iii) if the property is sold more than six (6) years from

expiration of the right of redemption, at a reasonable price as determined by the State. A

separate application must be made for each parcel, the proposed purchase price must be based on

the State's tiered pricing system, and the purchase price as set by the State must be paid in full

within 15 days after acceptance by the Secretary of State.

19. At the direction of the Majority Holder, the Trustee established three special

purpose entities (the "SPEs") for the purpose of owning, managing, maintaining and disposing of

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 27-TR-CV-15-243
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the tax forfeited Developer Property proposed to be acquired from the State.3 On April 8, 2015,

the Trustee caused the SPEs to submit applications to purchase a total of 106 specifically-

identified parcels (the "Applications") comprising all of the Developer Property that has been

struck off to the State. The aggregate purchase price of the property proposed to be purchased in

the Applications is $862,780.00, which was determined per parcel based on State's tiered pricing

system. The Applications are contingent upon the entry of this Court's order authorizing the

Trustee to acquire the property pursuant to the Applications and granting the other relief

requested herein. A true and correct copy of a representative Application is attached hereto as

Exhibit D.4

20. The Trustee believes that recovery of the Developer Property as sought in the

Applications is necessary for the orderly and efficient disposition of this property, to maximize

its value and to preserve value for holders of the Bonds. If the Trustee is successful in acquiring

the property as contemplated by the Applications, the Trustee proposes to market and dispose of

the property in accordance with directions received from the Majority Holder pursuant to the

Indenture.

21. In addition, in order to protect and maximize the value of the Developer Property

and the remaining property of the District and the Development, the Trustee also intends to seek

the appointment of a receiver for the District and to pursue such other remedies as the Majority

Holder directs to preserve, manage and maintain the property and enforce the obligations of the

District and others under the Bond Documents. The Trustee intends to pursue such remedies

3The Trustee formed three entities in order to comply with certain restrictions under Mississippi law concerning the
quantity of land that can be purchased from the State in a single year.
The Applications are voluminous but the Trustee will provide copies of all Applications upon request.

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against the District, the Developer and/or the Guarantor in the pending litigation commenced by

the Prior Trustee or in such separate proceedings as it determines to be appropriate.

22. In addition to the amounts to be paid to purchase the forfeited Developer

Property, the Trustee expects that it will incur fees and expenses relating to the SPEs' ownership,

preservation, marketing and sale of the property. The Trustee also anticipates that it will incur

professional fees and other costs and expenses in connection with its pursuit of remedies against

the District and others. These costs are uncertain, but the Trustee anticipates they could be

substantial.

23. As of May 29, 2015, the Trustee holds the following amounts in the funds and

accounts established under the terms of the Indenture:

Stonebridge 2007 Bond Fund $275,646.73

Stonebridge 2007 Debt Service Reserve Fund $97,317.51
Stonebridge 2007 Project Fund $607,602.42

24. In order to provide the funds necessary to purchase the forfeited Developer

Property and pay the anticipated costs of preserving, marketing and selling the property and

protecting the interests of holders of the Bonds as described above, the Trustee proposes, subject

to the entry of an order of this Court authorizing the transaction, to borrow up to $1,615,052 (the

"Default Funding") from the Majority Holder (the "Loan Transaction") pursuant to terms

described in that certain Bondholder Funding Agreement (the "Funding Agreement"), the form

of which is attached hereto as Exhibit E.

25. Under the Loan Transaction, the Majority Holder will advance a portion of the

Default Funding to the Trustee, in an initial amount not to exceed $500,000, in order to fund the

expenditures set forth on Exhibit A to the Funding Agreement (the "Initial Default

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Expenditures"). The Initial Default Expenditures include amounts necessary to fund the

purchase price to acquire the tax forfeited Developer Property (defined in the Funding

Agreement as the "Tax Forfeited Properties"), including legal fees, closing costs, Trustee fees

and other associated costs and fees associated with the acquisition of this property. In addition to

the Initial Default Expenditures, the Trustee may request and the Majority Holder may advance

additional sums under the Funding Agreement as necessary for the Trustee, acting through the

SPEs, to own, manage, maintain, and dispose of the tax forfeited property for the benefit of all

the holders of the Bonds.

26. Repayment of amounts advanced under the Funding Agreement will be made to

the Majority Holder from any (i) net proceeds received by the Trustee resulting from the SPEs'

acquisition of the Tax Forfeited Properties, including, but not limited to, any amounts received

by the Trustee as a result of the District's receipt of funds representing proceeds or recoveries of

Special Assessments, and any net proceeds generated by the SPEs' disposition of the Tax

Forfeited Property; and (ii) monies representing advances made by the Majority Holder under the

Funding Agreement which remain on deposit with the Trustee in the separate account to be

established by the Trustee (the "Default Funding Account") at such time as the Bonds are

redeemed or canceled in full. Monies under the forgoing subsections (i) and (ii) will be applied,

first, to the payment of any then-due fees and expenses of the Trustee to the extent not otherwise

paid, including fees and expenses of legal counsel, as approved by the Majority Holder; second,

to pay any other unpaid Default Expenditures as defined in the Funding Agreement; third, to

repay the Majority Holder the aggregate amount of Default Funding that has been provided to

the Trustee by the Majority Holder plus interest accrued on any outstanding amount of the

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Default Funding that was advanced by the Majority Holder to the Trustee at the rate of 7.5%

simple interest per annum; and fourth, for payment of the Bonds.

D. The Trustee's Authority Under the Indenture

27. The Trustee believes the Indenture and applicable law authorize it to take the

remedial and enforcement actions described above, including the purchase of the forfeited

Developer Property, and to enter into the Loan Transaction for the purpose of securing the funds

necessary to protect holders of the Bonds. Section 10.04 of the Indenture provides,

If any Event of Default with respect to the Bonds has occurred and is continuing,
the Trustee, in its discretion may, [and] upon the written request of the Holders of
not less than a majority of the aggregate principal amount of the Outstanding
Bonds and receipt of indemnity to its satisfaction shall, in its own name:

(a) by mandamus, or other suit, action or proceeding at law or in equity,

enforce all rights of the Holders of the Bonds, including without limitation,
the right to require the Issuer to carry out any agreements with, or for the
benefit of, the Bondholders of the Bonds and to perform its or their duties
under the Act;

(b) bring suit upon the Bonds;

(c) by action or suit in equity require the Issuer to account as if it were the
trustee of an express trust for the Holders of the Bonds;

(d) by action or suit in equity enjoin any acts or things which may be unlawful
or in violation of the rights of the Holders of the Bonds; and

(e) by other proceeding in law or equity, exercise all rights and remedies
provided for by any other document or instrument securing such Bonds.

Section 10.06 of the Indenture provides,

The Holders of a majority in aggregate principal amount of the Outstanding

Bonds then subject to remedial proceedings under this Article X shall have the
right to direct the method and place of conducting all remedial proceedings by the
Trustee under this Indenture, provided that such directions shall not be otherwise
than in accordance with law or the provisions of this Indenture.

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28. After an event of default has occurred, the Trustee's "primary responsibility is to

the maintenance and preservation of the bondholders' security. The trustee should initiate any

action that seems appropriate or necessary for the protection of the security." Robert L. Landau,

Corporate Trust Administration and Management, 226 (4th ed. 1992). Although the Indenture

does not expressly authorize the Trustee to purchase the Developer Property or borrow money as

contemplated here, "a court may find implied powers or responsibilities or, in a particular

situation, may authorize the trustee to perform acts it would otherwise have no power to

perform." Id. at 185. Where, as is the case here, the actions proposed to be taken are essential to

protect holders of the Bonds and the Trust Estate lacks the resources to pursue them, the

Trustee's purchase of the Developer Property and entry into the Loan Transaction should be

considered to be authorized as necessary actions in furtherance of its most important powers and

duties under the Indenture.

II. REQUEST FOR FINDINGS AND ORDER

29. The Trustee believes that the purchase of the forfeited Developer Property and the

orderly marketing and sale of this property for the benefit of the Trust Estate are essential if

holders of the Bonds are to have any appreciable recovery. The Trustee also believes that the

remedial and enforcement actions it contemplates are necessary to preserve, manage and

maintain the property and the District and to enforce the obligations of the District and others

under the Bond Documents. The Majority Holder agrees these actions are likely to produce the

best possible return in the circumstances for all holders of the Bonds. Accordingly, pursuant to

Section 10.06 of the Indenture, the Majority Holder directed the Trustee to establish the SPEs

and purchase the Developer Property pursuant to the terms of the Applications.

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30. However, consummation of the Loan Transaction is essential if the Trustee is to

purchase the Developer Property and undertake the remedial and enforcement actions necessary

to protect the interests of holders of the Bonds. The Trust Estate lacks the funds necessary to

pursue these actions. Accordingly, the Trustee believes that the borrowings contemplated under

the Loan Transaction for the purpose of purchasing the Developer Property, paying the fees and

expenses of holding, maintaining, marketing and disposing of the property and paying the fees

and expenses of pursuing the proposed remedial and enforcement actions is in the best interests

of all holders of the Bonds.

31. Holders of the Bonds have virtually no hope of a recovery here without recovery

of the forfeited Developer Property. Apart from any liability of the Guarantor under the

Guaranty (whose prospects for collection are uncertain), there is no personal liability for the

District's obligations under the Bonds, and all recourse is through the property. While

Mississippi law is not clear, it appears that if a third party were to buy the Developer Property it

would do so free and clear past due Special Assessments. Thus, without control of the property,

the primary source of payment of payment would be lost and the Trustee could only distribute

the funds on hand. With the property and control of the District through a receiver, however,

there is the possibility of a recovery. The Trustee could sell the recovered property outright to a

developer and distribute those proceeds. Alternatively, the District, acting through the receiver,

could reassess the property and provide a form of "seller financing" that would enhance the

prospects for sales of the property. The District has taken no action to adjust or modify the

amount of the Special Assessments and so they have remained at 2007 levels. If a receiver is

appointed and the District functions properly, the District could appropriately assess the land and

the Trustee could sell it in lots subject to the Special Assessments, or sell the property while

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maintaining the Special Assessments in some form, thereby permitting a purchaser to pay less

cash and pass on the acquisition costs of the property to its end buyers. These options, while

uncertain, provide the only real opportunity for recovery by holders of the Bonds.

32. Minn. Stat. 501B.21 authorizes this Court to make an order it considers

appropriate upon hearing a petition filed under 501B.16. Such an order is final as to all matters

determined by the Court and binding in rem upon the trust estate created pursuant to the

Indenture (the "Trust Estate") and upon the interests of all beneficiaries, vested or contingent,

even though unascertained or not in being.

WHEREFORE, pursuant to Minn. Stat. 501 B.16, the Trustee respectfully requests that

this Court make and enter its order designating the time and place at which parties in interest

may be heard upon the matters set forth in this Petition, specifying the form and manner of

service of notice of the hearing, and that at such designated time and place the Court undertake to

represent all parties in interest who are unascertained or whose identity is unknown to petitioner

pursuant to Minn. Stat. 501B.19, and make and enter its further order as follows:

1. Declaring that Events of Default exist under the Indenture due to the District's

failure to pay interest, principal and redemptions amounts on the Bonds when due, its covenant

defaults and the other events described herein, including the forfeiture of the Developer Property;

2. Authorizing, approving and confirming the Trustee's establishment of the SPEs

and the submission by the SPEs of the Applications to purchase the Developer Property, and

authorizing the SPEs to purchase the Developer Property according to the terms of the

Applications, as the Applications may be amended or modified;

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3. Authorizing the Trustee and the SPEs to take such actions as may be necessary or

appropriate to purchase, own, maintain, market and sell the property purchased pursuant to the

Applications, including the payment of reasonable and necessary costs and expenses, in

accordance with directions from the Majority Holder;

4. Authorizing the Trustee to seek the appointment of a receiver for the District and

to pursue such other remedies, either in the pending action commenced by the Prior Trustee or

otherwise, to preserve, manage and maintain the property purchased pursuant to the Applications

and to enforce the obligations of the District, Developer, Guarantor and others under the Bond

Documents;

5. Approving the Loan Transaction, and authorizing, approving and confirming the

Trustee's execution and delivery of the Funding Agreement and such other documents or

agreements as are necessary or appropriate to consummate and implement the Loan Transaction;

6. Authorizing the Trustee to pay from funds borrowed pursuant to the Loan

Transaction or from funds in any of the funds and accounts held by the Trustee under the

Indenture (other than the Rebate Fund), the Trustee's or the SPEs' reasonable fees, costs and

expenses in connection with the actions described above, including its reasonable fees and

expenses and those of its professionals, in accordance with Section 11.04 of the Indenture;

7. Insofar as any of the foregoing actions have been taken prior to entry of the

Court's order on this Petition, authorizing, approving and confirming such actions;

8. Declaring that the Trustee's past and proposed actions in the administration of the

Trust and the Trust Estate as described herein are consistent with the terms of the Indenture and

the Trustee's duties and obligations to holders of the Bonds; and

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9. Granting such other relief as the Court determines lawful, just and proper.

Dated: June 4, 2015 GRAY, PLANT, MOOTY, MOOTY

& BENNETT, P.A.

By: /s/ Stephen F. Grinnell

Stephen F. Grinnell (#37928)
Adam M. Nathe (#322040)
500 IDS Center
80 South 8th Street
Minneapolis, MN 55402
Telephone: (612)-632-3070
Facsimile: (612) 632-4070

ATTORNEYS FOR UMB BANK, N. A.,

AS TRUSTEE

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STATE OF MINNESOTA )
) ss.
COUNTY OF HENNEPIN )

Gordon Gendler, being first duly sworn, deposes and says that he is Senior Vice President
of UMB BANK, N. A., the petitioner in the foregoing petition; that he has read said petition and
knows the contents thereof; that, to the best of his knowledge, information and belief, the
statements therein contained are true.

Subscribed and sworn to before me

this Li day of June, 2015

Notary Public

TERESA LOIS DONOFRIO

Notary Public - Minnesota
GP:3985131 v4
My Comm Exp: Jan 31, 2020

18
 27-TR-CV-15-243
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DISTRICT COURT
STATE OF MINNESOTA
FOURTH JUDICIAL DISTRICT
PROBATE/MENTAL HEALTH DIVISION
COUNTY OF HENNEPIN
Other: Civil

) Court File No. 27-TR-CV-15-243

)
In the Matter of the Trusteeship ) ORDER FOR HEARING ON
Under Trust Indenture dated as of ) PETITION OF UMB BANK, N.A. AS
September 21, 2007, between the ) SUCCESSOR TRUSTEE FOR AN
Stonebridge Public Improvement ) ORDER PURSUANT TO MINN. STAT.
District and Bank of the Ozarks, ) 501B.16 IN THE ADMINISTRATION
as Trustee ) OF A TRUST
)

Petitioner UMB Bank, n.a., a national banking association, in its capacity as

successor trustee (the Trustee) of the above-captioned trust (the Trust), having filed

its Petition for an Order Pursuant to Minn. Stat. 501B.16 in the Administration of a

Trust (the Petition) herein,

IT IS ORDERED that:

1. A hearing upon the Petition will be held before a referee of the District

Court, Probate/Mental Health Division, at the Hennepin County Government Center,

Room C-400 of the Courts Tower, Minneapolis, Minnesota, on August 5, 2015, at 2:00

p.m., or as soon thereafter as counsel can be heard.

2. Notice of such hearing shall be given by publishing a copy of this Order

one time in Finance and Commerce, at least twenty (20) days before the date of the

hearing.

3. The Trustee is further directed to mail copies of this Order and the Petition
 27-TR-CV-15-243
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(exclusive of the exhibits), to all registered holders of the Bonds (as defined in the

Petition) by first class mail, postage pre-paid, at the address of each such holder as shown

in the bond register maintained by the Trustee, at least fifteen (15) days prior to the

hearing date. To the extent that any of the Bonds are held through Depository Trust

Company or another indirect securities holding system (the Indirect Holding Systems),

mailing of this Order and the Petition (exclusive of exhibits) to such Indirect Holding

Systems at least fifteen (15) days prior to the hearing date shall be sufficient.

4. The Trustee is further directed to mail copies of this Order and the Petition

(exclusive of exhibits) by first class to any other holders of the Bonds who have provided

their mailing addresses to the Trustee.

5. Upon mailing this Order and the Petition to the parties listed herein, and

publishing this Order as described above, the Trustee shall file affidavits of mailing and

publication attesting to the mailed and published notice given and such affidavits shall

constitute evidence of notice satisfying the requirements of Minn. Stat. 501B.16 and

501B.18.

6. Parties in interest may object to the Petition, or any of the relief being

sought therein, by filing a written objection setting forth their positions regarding the

issues presented by the Petition, and serving all counsel then of record in the matter, no

later than five (5) days before the hearing date set forth above.

7. Parties in interest are hereby referred to the Petition provided to

them and on file in the office of the Court Administrator for information regarding the

specific matters to be considered at said hearing.

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Dated: June _9_, 2015 BY THE COURT:

Jamie L. Anderson __________

Judge of the District Court
Probate/Mental Health Division

Kate Fogarty ____

District Court Administrator

Prepared by:
Stephen F. Grinnell
Gray, Plant, Mooty, Mooty & Bennett, P.A.
500 IDS Center
80 South 8th Street
Minneapolis, MN 55402
Telephone: (612) 632-3070
Facsimile: (612) 632-4070

GP:4027457 v1
Notice to Bondholders dated 2011

$22,000,000 StoneBridge Public Improvement District Rankin County, State of

Mississippi Special AssessmentBonds Series2007 (the "Bonds")

This Notice is given to the Registered Holders of the above-referenced Bonds by the
Trustee, Bank of the Ozarks.

On November 1, 2011, Credit Union Liquidity Services, LLC fik/a Texans Commercial
Capital, LLC ("'CULS") flied a complaint for judicial foreclosure and other relief in the
Chancery Court of Rankin County, Mississippi, Cause No: 72,240. The named
defendants are the Trustee, StoneBridge Public Improvement District (the "District"),
Green Hills Development, LLC ("Green Hills"), the Rankin County Board of
Supervisors, the Rankin County Tax Collector, the Rankin County Tax Assessor, the
RankinCounty Chancery Clerk ("Rankin County") and the Mississippi Secretaryof State
("Complaint"). The Complaint seeks, inter alia, to declare that the District was not
properly formed and had no authority to issue the special assessments against the
property within the District or to issue the Bonds which are to be paid by the special
assessments. The Complaint seeks to foreclose on a deed of trust executed by Green
Hills on the property within the District in favor of CULS and declare that CULS owns
the property free and clear of the special assessments.

On December 12, 2011, the Trustee filed its motion to dismiss the Complaint. The
motion asserts the District was properly formed as a matter of law, and in any event,
CULS's claims are barred by the legal doctrines of lack of standing, res]udicata and
collateral estoppel. Presently, the District and the Rankin County have also joined the
Trustee's motion to dismiss. No hearing has been set on the motion. If you would like a
copy of the Complaint and motion to dismiss or if you have any questions concerning the
litigation, please contact the Trustee's counsel, C. Joyce Hall or Jim F. Spencer, Jr., (601)
965-1900, Watkins & Eager PLLC, Post Office Box 650, Jackson,MS 39205-0650.

By:
Sheila Mayden, Seni<r v e Presiaem
Bank of the Ozarksi as rustee
Li
Notice to Bondholders dated December 14, 2010

$22,000,000 StoneBridge Public Improvement District Rankin County, State of

Mississippi Special AssessmentBonds Series 2007 (the "Bonds") CUSIPS 86176HAA7,
86176HAB5,
86176HAC3

This Notice is given to the Registered Holders of the above-referenced Bonds by the
Trustee, Bank of the Ozarks.

The purpose of this Notice is to update the Registered Holders on the status of the
Chancery Court action filed by the Trustee upon the direction of a majority of the
Registered Holders against the Stonebridge PID, the landowner that failed to pay its
Special Assessments in 2008, Green Hills Development Company, and the lienholder,
Credit Union Liquidity Services, LLC ("CULS"). The lawsuit seeks to enforce the lien
of the Special Assessments on the property. All parties filed answers to the Complaint.
The PID filed a Motion to Dismiss the action againstit. The Trustee filed its opposition
to the Motion to Dismiss. Before the Chancellor set the hearing date on the Motion to
Dismiss, CULS filed an involuntary bankruptcy proceeding against Green Hills. This
filing resulted in an automatic stay of the Trustee's Chancery Court action against Green
Hills. Green Hills has opposed the bankruptcyfiling. The Trustee filed a Motion to Lift
the Stay of the bankruptcy proceeding so that it could proceed in its Chancery Court
action against Green Hills. The bankruptcyjudge postponed his ruling on the Trustee's
Motion to Lift Stay until he rules on whether Green Hills should be in bankruptcy.The
hearing date on their issue is January 6, 2011. Therefore, the Trustee's action against
Green Hills to foreclose on the property due to its failure to pay the 2008 Special
Assessmentsis stayed until the bankruptcyjudge rules on whether Green Hills should be
a debtor in the bankruptcy.

If you have any questions concerning the litigation, please feel free to contact the
Trustee's counsel, Jim Spencer or Joyce Hall at 601-965-1900, Watldns & Eager PLLC,
Jackson, MS.

By:
Sheila Mayden, Senior President
Bank of the Ozarks as
Notice to Bondholders datedApril 1, 2010

$22,000,000 StoneBridge Public Improvement District Rankin County, State of

Mississippi Special AssessmentBonds Series2007 (the "Bonds")

This Notice is given to the Registered Holders of the above-referenced bonds by the
Trustee, Bank of the Ozarks.

One or more Events of Default have occurred and are continuing with respect to the
Bonds. The Issuer does not have a functioning board of directors and the Special
Assessments have not been fully collected due to a failure of certain property owners to
pay same. A majority of the holders of the Bonds has directed the Trustee pursuant to
Section 10.04 of the Indenture to take action at law or in equity to enforce the lien on the
District Lands and to collect the Special Assessments. Pursuant to Section 10.04 of the
Indenture, the Trustee herein seeks indemnity from the Registered Owners for all costs
and expenses of the Trustee in pursuing this action. By your signature below, you hereby
consent to indemnify the Trustee for all costs and expenses incurred by the Trustee to
pursue this action, including but not limited to attorneys' fees and costs and the
appointment of a receiver on behalf of the Issuer.

The Funds remainingunder the Indentureare not sufficient to make the April 1 Interest
Payment due Registered Holders and pursue the action as directed by the majority
bondholders, therefore, this is also a Material Event Notice that the April 1 Interest
Payment will not be made.

By:

RegisteredHolder of the Bonds

Maine"

Title:

CustodialParticipantNumber:
 Mailing- JIM F.SPWCWJR
P.0. Box 650 Attorneys and ConnseIms at Law Direct Dial: (601) 965-1976
Jlckson, Mississippi 39205 ~ & k m g e r . c o m
e r r . 189s
Telephone: (601) %5-1900
hesimile: (601) 965-1901

February 24,20 10

Counsel
District

1038 Highway 471

Brapdon, MS 39042

RE: Stonebridge Public Improvement District Rankin County, Mississippi

Special Assessment Bond Series 2007
\
Dear Charlie:

It is our understanding that Stonebridge Public Improvement District Rankin County,

Mississippi ("Stonebridge") no longer has a duly qualified and acting Board of Directors as
required by Mississippi law. As you know, this is an event of default under the Trust Indenture
executed between Stonebridge and Bank of The Ozarks as Trustee.

Because of this default, and in accordance with Section 10.04 of the Trust Indenture, the
holder of the majority of the aggregate principal amount of the Outstanding Bonds on this series
has directed the Trustee to take any and all actions, rights and remedies at law or in equity that are
available to it to enforce the lien on the district land and collect the special assessments for the
benefit of the Bondholders. The Trustee intends to comply with this direction.

Should you have any questions concerning this, please feel fiee to contact me.

Sincerely,
.-

W&JKINS& EAGER PLLC

h\/AR 0 I 2Lt- '1
&GLt / - :_.
h/k. ssncer, Jr.
JFS:mtr
cc: Craig Wrathell
Shelia Mayden
L\1976U3024UDO2.wpd

Watkins 6r Eager PLLC - The Emporium Building . 400 East Capitol Street - Jackson, Mississippi 39201
 ~'

August 11, 2015

NOTICE OF ORDER REGARDING TRUST INSTRUCTION PROCEEDING

TO HOLDERS OF
$22,000,000 STONEBRIDGE PUBLIC IMPROVEMENT
DISTRICT,RANI~IN COUNTY,MISSISSIPPI SPECIAL ASSESSMENT
BONDS SERIES 2007(the "Bonds")
CUSIPS* 86176HAA7,86176HAB5 and 86176HAC3

THIS NOTICE CONTAINS IMPORTANT INFORMATION THAT IS OF INTEREST

TO THE REGISTERED AND BENEFICIAL OWNRS OF THE ABOVE BONDS.IF YOU
RECENE THIS NOTICE AND ARE ACTING FOR A BENEFICIAL OWNER,PLEASE
SEND THIS NOTICE TO THE BENEFICIAL OWNERS)IIVIlv1EDIATELY.

LJMB Bank, n.a.(the "Trustee") is the successor trustee under that certain Trust Indenture
(the "Indenture") dated as of September 21, 2007 between the Bank of the Ozarks, an Arkansas
banking corporation as original trustee and the Stonebridge Public Improvement District, Rankin
County, Mississippi (the "District"). Capitalized terms not otherwise defined herein shall have
the meanings assigned to such terms in the Indenture.

Holders of the Bonds are directed to the Notice to Holders dated June 19, 2015 posted to
the EMMA website by the Trustee informing holders of the filing of a petition by the Trustee
pursuant to Minn. Stat. SO1B.16 (the "Petition") in the District Court for Hennepin County,
Minnesota, Probate/Mental Health Division, the court which has jurisdiction over the Trustee
and the Trust Estate (the "Court") seeking certain findings, instructions and orders ofthe Court.

A hearing was held by the Court on August 5, 2015. The Court granted the relief sought
by the Trustee in the Petition. A copy ofthe Order granting such relief is attached to this Notice.
The Trustee intends to proceed according to the Order.

If you have any questions regarding this notice you may contact the Trustee at the
following address:

i1MB Bank, n.a., as Trustee

Attention: Gordon Gendler
120 South Sixth Street, Suite 1400
Minneapolis, Minnesota 55402
Phone:(612)337-7002
E-mail:[email protected]

Please note that the Trustee may conclude that a specific response to particular inquiries
from
Holders of Stonebridge Public Improvement District, Rankin County, Mississippi Bonds
August 11, 2015
Page 2

individual Holders is not consistent with equal and full dissemination of significant information
to all Holders. Holders should not rely on the Trustee as their sole source of information. The
Trustee makes no recommendations and gives no investment or legal advice to the above matters
or as to the Bonds generally.

UMB BANK,N.A., as Trustee

* No representation is made as to the correctness of the CUSIP numbers which are included solely for the convenience of the holders of the
Bonds.
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DISTRICT COURT
STATE OF MINNESOTA
FOURTH JUDICIAL DISTRICT
PROBATE/MENTAL HEALTH
COUNTY OF HENNEPIN DIVISION
Other: Civil

In the Matter ofthe Trusteeship )

Under Trust Indenture dated as of ) Court File No.27-TR-CV-15-243
September 21, 2007, between the )
Stonebridge Public Improvement )
District and Bank ofthe Ozarks, ) ORDER
as Trustee ~

The petition (the "Petition") of 1.TMB Banlc, n.a., as successor trustee (the

"Trustee") of the above-entitled trust (the "Trust"), for an order pursuant to Minn. Stat.

SOlB.l6 instructing the Trustee in the administration of the Trust, came before the

Court on August 5, 2015 pursuant to the Court's Order for Hearing dated June 9, 2015.

Appearances were as noted on the record. Based on the proceedings had on said date, the

Petition, the evidence received in support of the Petition, the record made and all of the

files herein, and the Court having determined that due and proper notice ofthe hearing on

the Petition was given in accordance with the Court's Order for Hearing dated June 9,

2015,

IT IS HEREBY ORDEREDl:

1. That Events of Default exist under the Indenture due to the District's

failure to pay interest, principal and redemption amounts on the Bonds when due, its

covenant defaults and the other events described in the Petition, including the forfeiture

ofthe Developer Property;

`capitalized terms not otherwise defined herein have the meanings given them in the
Petition.
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2. That the Trustee's establishment of the SPEs and the submission by the

SPEs of the Applications to purchase the Developer Property, and authorizing the SPEs

to purchase the Developer Property according to the terms of the Applications, as the

Applications maybe amended or modified, are authorized, approved and confirmed;

3. That the Trustee and the SPEs are each authorized to take such actions as

maybe necessary or appropriate to purchase, own, maintain, market and sell the property

purchased pursuant to the Applications, including the payment of reasonable and

necessary costs and expenses, in accordance with directions from the Majority Holder;

4. That the Trustee is authorized to seek the appointment of a receiver for the

District and to pursue such other remedies it determines maybe appropriate, either in the

pending action commenced by the Prior Trustee or otherwise, to preserve, manage and

maintain the property purchased pursuant to the Applications and to enforce the

obligations of the District, Developer, Guarantor and others under the Bond Documents;

5. That the Loan Transaction is approved, and the Trustee's execution and

delivery of the Funding Agreement and such other documents or agreements as are

necessary or appropriate to consummate and implement the Loan Transaction are

authorized, approved and confirmed;

6. That the Trustee is authorized to pay from funds borrowed pursuant to the

Loan Transaction or from funds in any of the funds and accounts held by the Trustee

under the Indenture (other than the Rebate Fund), the Trustee's or the SPEs' reasonable

fees, costs and expenses in connection with the actions described above, including its
 27-TR-CV-15-243 Filed in Fourth Judicial District Court
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reasonable fees and expenses and those of its professionals, in accordance with Section

11.04 ofthe Indenture;

7, That insofar as any of the foregoing actions have been taken prior to entry

ofthe Court's order on the Petition, such actions are authorized, approved and confirmed;

That the Trustee's past and proposed actions in the administration of the

Trust and the Trust Estate as described in the Petition are consistent with the terms of the

Indenture and the Trustee's duties and obligations to holders ofthe Bonds; and

That the Trustee shall not be subject to the continuing supervision of the

Court for the purposes of Minn. Stat. SO1B.23 or General Rule ofPractice 417.02.

ORDER RECOMIv~NDED: BY THE COURT:

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Au85 2015 J:IO PAf Aug 520154:12 PM

Dean M. Maus Jamie L. Anderson

Referee of Disti7ct Court Judge ofthe District Court