BOARD OF ALDERMEN AGENDA

Transcription

1 NOTICE OF MEETING CITY OF BRANSON BOARD OF ALDERMEN Special Meeting Thursday, November 15, :00 p.m. Council Chambers Branson City Hall 110 W. Maddux Meeting Called to Order Roll Call AGENDA CONSENT AGENDA: 1) Final Reading of Bill No authorizing the borrowing of funds in the amount of not to exceed $39,000,000 from the Missouri Development Finance Board in connection with the refinancing of certain redevelopment costs described in a Tax Increment Financing Plan previously approved by the City; approving the form of and authorizing the execution of a Second Supplemental Financing Agreement with the Missouri Development Finance Board; ratifying the mortgaging of property to secure bonds issued by the Missouri Development Finance Board; providing for the administration of a special allocation fund and other funds and accounts; and prescribing other matters relating thereto. REGULAR: Note: Exhibits for this item are available to view on the November 13, 2012 Regular Meeting - Item No. 15 2) First and Final Reading of Substitute Bill No authorizing the borrowing of funds in the amount of $33,450,000 from the Missouri Development Finance Board in connection with the refinancing of certain redevelopment costs described in a Tax Increment Financing Plan previously approved by the City; approving the form of and authorizing the execution of a Second Supplemental Financing Agreement with the Missouri Development Finance Board; ratifying the mortgaging of property to secure bonds issued by the Missouri Development Finance Board; providing for the administration of a special allocation fund and other funds and accounts; and prescribing other matters relating thereto. [Exhibit A Supp. Fin. Agr.] [Exhibit B Tax Comp. Agr.] [Exhibit C CDA] [Exhibit D Bond Purch. Agr.] [Exhibit E POS] [Exhibit F Supp. Ind.] [Exhibit G Escrow Agreement] [Exhibit H Convention Center Mortgage] [Exhibit I Garage Mortgage] ADJOURN Where Values are the Difference NOVEMBER: INTEGRITY Doing the right thing, even when no one is looking For more information please visit or contact: Lisa Westfall, City Clerk, Garrett Anderson, Economic Development Director,

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24 SECOND SUPPLEMENTAL FINANCING AGREEMENT Dated as of December 1, 2012 Between the MISSOURI DEVELOPMENT FINANCE BOARD And CITY OF BRANSON, MISSOURI, Relating to $33,450,000 Missouri Development Finance Board Infrastructure Facilities Revenue Bonds (City of Branson, Missouri - Branson Landing Project) Series 2012A Certain rights, title and interest of the Missouri Development Finance Board in this Second Supplemental Financing Agreement have been pledged and assigned to Commerce Bank, Kansas City, Missouri, as Trustee under a Bond Trust Indenture dated as of June 1, 2004, as supplemented and amended by Supplement to Bond Trust Indenture dated as of August 1, 2005, a First Supplemental Bond Trust Indenture dated September 1, 2005 and a Second Supplemental Bond Trust Indenture dated December 1, 2012.

25 FINANCING AGREEMENT TABLE OF CONTENTS Page ARTICLE I DEFINITIONS Section 1.1. Definitions of Words and Terms... 2 Section 1.2. Rules of Interpretation... 2 ARTICLE II REPRESENTATIONS Section 2.1. Representations by the Board... 3 Section 2.2. Representations by the City... 3 Section 2.3. Survival of Representations... 4 ARTICLE III ISSUANCE OF THE SERIES 2012A BONDS; PAYMENT OF THE SERIES 2012A BONDS Section 3.1. Issuance of Bonds... 4 Section 3.2. Payments... 4 Section 3.3. Credits on Payments... 5 Section 3.4. Additional Payments... 6 Section 3.5. Annual Appropriations... 6 Section 3.6. Annual Budget Request... 7 Section 3.7. Payments to Constitute Current Expenses of the City... 8 ARTICLE IV NATURE OF THE CITY S OBLIGATIONS Section 4.1. Nature of the City s Obligations... 8 ARTICLE V TERM Section 5.1. Term of Financing Agreement... 9

26 ARTICLE VI GENERAL COVENANTS AND PROVISIONS Section 6.1. Information Provided to the Board and the Trustee... 9 Section 6.2. Indemnification... 9 Section 6.3. Continuing Disclosure Section 6.4. Possession and Use of the Mortgaged Property Section 6.5. Maintenance, Repairs and Utilities Section 6.7. Liens Section 6.8. Taxes, Assessments and Other Governmental Charges Section 6.9. Casualty Insurance Section Public Liability Insurance Section Workers Compensation Insurance Section Blanket Insurance Policies; Self Insurance Section Hazardous Materials Section Attachment of Lien of Mortgages ARTICLE VII ADDITIONAL BONDS Section 7.1. Additional Bonds Section 7.1. Senior Lien Obligations ARTICLE VIII ASSIGNMENT OF BOARD S RIGHTS UNDER FINANCING AGREEMENT Section 8.1. Assignment by the Board Section 8.2. Restriction on Transfer of Board s Rights ARTICLE IX EVENTS OF DEFAULT AND REMEDIES Section 9.1. Events of Default Defined Section 9.2. Remedies on Default Section 9.3. No Remedy Exclusive Section 9.4. Agreement to Pay Attorneys Fees and Expenses Section 9.5. Board and City to Give Notice of Default Section 9.6. Performance of the City s Obligations Section 9.7. Remedial Rights Assigned to the Trustee ARTICLE X PREPAYMENT Section Prepayment at the Option of the City Section Mandatory Prepayment to Satisfy Scheduled Mandatory Sinking Fund Redemption Requirements (ii)

27 Section 10.3 Right to Prepay at Any Time Section Notice of Prepayment Section Precedence of this Article ARTICLE XI SUPPLEMENTAL FINANCING AGREEMENTS Section Supplemental Financing Agreements without Consent of Bondowners Section Supplemental Financing Agreements with Consent of Bondowners Section Execution of Supplemental Financing Agreements Section Effect of Supplemental Financing Agreements Section Reference in Bonds to Supplemental Financing Agreements ARTICLE XII CASUALTY AND CONDEMNATION Section Damage, Destruction and Condemnation ARTICLE XIII MISCELLANEOUS Section Authorized Representatives Section Notices Section Performance Date Not a Business Day Section Binding Effect Section Execution in Counterparts Section No Pecuniary Liability Section Extent of Covenants of the Board; No Personal or Pecuniary Liability Section Ratification of Original Financing Agreement and Incorporation of Terms of Original Financing Agreement Section Complete Agreement Section Severability Section Governing Law Section Third Party Beneficiaries Signatures and Seals... S-1 (iii)

28 FINANCING AGREEMENT THIS SECOND SUPPLEMENTAL FINANCING AGREEMENT, dated as of December 1, 2012 ( Second Supplemental Financing Agreement ), between the MISSOURI DEVELOPMENT FINANCE BOARD, a body corporate and politic organized and existing under the laws of the State of Missouri (the Board ), and the CITY OF BRANSON, MISSOURI, a city of the fourth class and political subdivision of the State of Missouri (the City ); WITNESSETH: WHEREAS, the Board is authorized and empowered under the Missouri Development Finance Board Act, Sections to , inclusive, of the Revised Statutes of Missouri, as amended (the Act ), to issue revenue bonds for the purpose of providing funds to finance and refinance the costs of certain projects as defined in the Act (which includes infrastructure facilities as defined in the Act), to refund such revenue bonds, and to pay certain costs related to the issuance of such revenue bonds; and WHEREAS, the City of Branson, Missouri (the City ) requested that the Board assist in the financing of the Project described herein and the Board has issued its Infrastructure Facilities Revenue Bonds (City of Branson, Missouri - Branson Landing Project), Series 2004A, in the original principal amount of $40,000,000 (the Series 2004A Bonds ) under a Bond Trust Indenture dated as of June 1, 2004 between the Board and the Trustee (the Original Indenture, together with the Supplement to Bond Trust Indenture dated as of August 1, 2005, the First Supplemental Indenture described below and the Second Supplemental Indenture described below, the Indenture ); and WHEREAS, the Board did further assist in the financing of the Project through the issuance of its Infrastructure Facilities Revenue Bonds (City of Branson, Missouri - Branson Landing Project), Series 2005A, in the original principal amount of $80,000,000 (the Series 2005A Bonds ) pursuant to the First Supplemental Trust Indenture dated as of September 1, 2005 (the First Supplemental Indenture ); and WHEREAS, the City has requested that the Board assist in refinancing a portion of the Project through the issuance of the Board s Infrastructure Facilities Revenue Bonds, being described as the Infrastructure Facilities Revenue Bonds (City of Branson, Missouri - Branson Landing Project), Series 2012A, in the original principal amount of $33,450,000 (the Series 2012A Bonds ) for the purpose of refunding the Series 2004A Bonds maturing in the years 2013 and thereafter (the Series 2004A Refunded Bonds ); and WHEREAS, the governing body of the Board passed and approved a resolution on May 15, 2012, (the Resolution ) authorizing the Board to issue the Series 2012A Bonds pursuant to the Second Supplemental Bond Trust Indenture dated of even date herewith (the Second Supplemental Indenture ) between the Board and Commerce Bank, as Trustee; and WHEREAS, pursuant to such resolution, the Board is authorized (a) to execute and deliver the Second Supplemental Indenture for the purpose of issuing and securing the Series 2012A Bonds, and (b) to enter into this Second Supplemental Financing Agreement, under which the Board will make the proceeds of the Series 2012A Bonds available to the City in accordance with the provisions of this Second Supplemental Financing Agreement to refund the Series 2004A Refunded Bonds, in consideration of payments to be made by the City to the Trustee which are to be sufficient to pay the principal of, redemption premium, if any, and interest on the Series 2012A Bonds as the same become due; and

29 WHEREAS, the City, by Ordinance No passed by the Board of Aldermen on November 15, 2012, approved the issuance of the Series 2012A Bonds and the execution and delivery of certain documents, including the Second Supplemental Indenture and this Second Supplemental Financing Agreement; and WHEREAS, pursuant to the foregoing, the Board desires to make the proceeds of the Series 2012A Bonds available to the City, to be repaid by the City upon the terms and conditions hereinafter set forth, all for the purpose of providing funds, together with other available moneys, to (a) refund the Series 2004A Refunded Bonds, and (b) pay certain costs related to the issuance of the Series 2012A Bonds; and NOW, THEREFORE, in consideration of the premises and the mutual representations, covenants and agreements herein contained, the Board and the City, do hereby represent, covenant and agree as follows: ARTICLE I DEFINITIONS Section 1.1. Definitions of Words and Terms. Capitalized terms not defined in this Second Supplemental Financing Agreement shall have the meanings set forth in the Indenture. Section 1.2. Rules of Interpretation. For all purposes of this Second Supplemental Financing Agreement, except as otherwise expressly provided or unless the context otherwise requires: (a) The terms defined in this Article include the plural as well as the singular. (b) All accounting terms not otherwise defined herein shall have the meanings assigned to them, and all computations herein provided for shall be made, in accordance with generally accepted accounting principles. (c) All references herein to generally accepted accounting principles refer to such principles in effect on the date of the determination, certification, computation or other action to be taken hereunder using or involving such terms. (d) All references in this instrument to designated Articles, Sections and other subdivisions are to be the designated Articles, Sections and other subdivisions of this instrument as originally executed. (e) The words herein, hereof and hereunder and other words of similar import refer to this Second Supplemental Financing Agreement as a whole and not to any particular Article, Section or other subdivision. (f) The Article and section headings herein and in the Table of Contents are for convenience only and shall not affect the construction hereof. (g) Whenever an item or items are listed after the word including, such listing is not intended to be a listing that excludes items not listed. -2-

30 ARTICLE II REPRESENTATIONS Section 2.1. Representations by the Board. The Board represents and warrants to the City and the Trustee as follows: (a) Organization and Authority. The Board (1) is a public body corporate and politic duly organized and existing under the laws of the State of Missouri, and (2) has lawful power and authority to enter into, execute and deliver this Second Supplemental Financing Agreement and the Indenture and to carry out its obligations hereunder and thereunder, and (3) by all necessary action has been duly authorized to execute and deliver this Second Supplemental Financing Agreement and all Transaction Documents required to be executed and delivered by it in connection with the issuance of the Series 2012A Bonds (collectively, the Board Documents ), acting by and through its duly authorized officers. (b) No Defaults or Violations of Law. The execution and delivery of this Second Supplemental Financing Agreement and the other Board Documents by the Board will not result in a breach of any of the terms of, or constitute a default under, any indenture, mortgage, deed of trust, lease or other agreement or instrument to which the Board is a party or by which it or any of its property is bound or its bylaws or any of the constitutional or statutory laws, rules or regulations applicable to the Board or its property. Section 2.2. the Trustee as follows: Representations by the City. The City represents and warrants to the Board and (a) Organization and Authority. The City (1) is a city of the fourth class and political subdivision duly organized and validly existing under the laws of the State of Missouri, and (2) has lawful power and authority to enter into, execute and deliver this Second Supplemental Financing Agreement and all other Transaction Documents required to be executed and delivered by it in connection with the issuance of the Series 2012A Bonds (collectively, the City Documents ) and to carry out its obligations hereunder and thereunder, and (3) by all necessary action has been duly authorized to execute and deliver this Second Supplemental Financing Agreement and the other City Documents, acting by and through its duly authorized officers. (b) No Defaults or Violations of Law. The execution and delivery of this Second Supplemental Financing Agreement and the other City Documents by the City will not conflict with or result in a breach of any of the terms of, or constitute a default under, any indenture, mortgage, deed of trust, lease or other agreement or instrument to which the City is a party or by which it or any of its property is bound or its charter, or any of the laws, rules or regulations applicable to the City or its property. (c) Public Purpose. The City believes that the appropriation of revenues to pay its obligations under this Second Supplemental Financing Agreement is an essential public purpose. (d) No Litigation. To the knowledge of the City, there is no litigation or proceeding pending or threatened against the City or any other person affecting the right of the City to execute this Second Supplemental Financing Agreement or the other City Documents or the ability of the City to make the Payments or to otherwise comply with the obligations under this Second Supplemental Financing Agreement or the other City Documents. Neither the execution and delivery of this Second Supplemental Financing Agreement by the City, nor compliance by the City with its obligations under this Second -3-

31 Supplemental Financing Agreement require the approval of any regulatory body, or any other entity, which approval has not been obtained. (e) Mortgage Lien. The City has, pursuant to the Mortgages, conveyed to the Board and the Mortgage Trustee a valid mortgage lien on the Mortgaged Property described in the Mortgages to the extent such property is currently owned by the City. The City is lawfully possessed of all of such property and is the owner thereof as aforesaid free and clear of all mortgages, liens, security interests, charges or encumbrances whatever except the Convention Center Permitted Encumbrances on the Convention Center Mortgaged Property and the Parking Garage Permitted Encumbrances on the Parking Garage Mortgaged Property and the interest of the Trustee, the bondowners and the Board under the Indenture; and the City has full power and authority to mortgage the Mortgaged Property under the Act. Section 2.3. Survival of Representations. All representations of the Board and the City contained in this Second Supplemental Financing Agreement or in any certificate or other instrument delivered by any such entity pursuant to this Second Supplemental Financing Agreement or any other Transaction Document, or in connection with the transactions contemplated thereby, shall survive the execution and delivery thereof and the issuance, sale and delivery of the Series 2012A Bonds, as representations of facts existing as of the date of execution and delivery of the instruments containing such representations. ARTICLE III ISSUANCE OF THE SERIES 2012A BONDS; PAYMENT OF THE SERIES 2012A BONDS Section 3.1. Issuance of Bonds. The Board agrees to make available to the City, upon the terms and conditions herein and in the Indenture specified, the net proceeds received by the Board from the sale of the Series 2012A Bonds. In order to provide such funds, the Board agrees that it will issue, sell and deliver the Series 2012A Bonds to the Original Purchaser. The proceeds of the sale of the Series 2012A Bonds shall be paid over to the Trustee for the account of the Board and shall be administered, disbursed and applied for the purposes upon the terms and in the manner as provided in the Indenture and in this Second Supplemental Financing Agreement. Section 3.2. Payments. Subject to the limitations of Sections 3.5, 3.7 and 4.1 hereof, the City shall pay the following amounts to the Trustee, all as Payments under this Second Supplemental Financing Agreement: (a) Debt Service Fund -- Interest: On or before 10:00 A.M. on or before each May 15 and November 15 (or the next Business Day if such fifteenth day is not a Business Day), commencing May 15, 2013, an amount which is not less than the interest to become due on the next interest payment date on the Series 2012A Bonds; provided, however that the City may be entitled to certain credits on such payments as permitted under Section 3.3 of this Second Supplemental Financing Agreement. (b) Debt Service Fund -- Principal: On or before 10:00 A.M. on or before each November 15 (or the next Business Day if such fifteenth day is not a Business Day), commencing November 15, 2013, an amount which is not less than the next installment of principal due on the Series 2012A Bonds on the next principal payment date by maturity or mandatory sinking fund redemption; provided, however, that the City may be entitled to certain credits on such payments as permitted under Section 3.3 of this Second Supplemental Financing Agreement. -4-

32 (c) Debt Service Fund - Redemption: On or before 10:00 A.M. on or before the Business Day preceding the date required by this Second Supplemental Financing Agreement or the Indenture, the amount of any moneys received which is intended or required to redeem Series 2012A Bonds then Outstanding if the City exercises its right to redeem Series 2012A Bonds under any provision of the Indenture or if any Series 2012A Bonds are required to be redeemed (other than pursuant to mandatory sinking fund redemption provisions or special mandatory redemption provisions) under any provision of the Indenture. Notwithstanding any schedule of payments set forth in this Second Supplemental Financing Agreement or the Indenture, the City shall make payments at the times and in the amounts (including interest, principal, and redemption premium, if any) equal to the amounts to be paid as interest, principal and redemption premium, if any, whether at maturity or by optional or mandatory redemption upon all Bonds from time to time Outstanding under the Indenture. Unpaid Payments shall bear interest at the Prime Rate. Any interest charged and collected on an unpaid Payment shall be deposited to the credit of the Debt Service Fund and applied to pay interest on overdue amounts in accordance with the Indenture. The City and the Board each acknowledge that it has no interest in the Debt Service Fund or the Rebate Fund and any moneys deposited therein shall be in the custody of and held by the Trustee in trust for the benefit of the Bondowners and the United States of America, respectively, as provided in the Indenture. In addition, the City shall transfer to the Trustee all Combined Local/State TIF and TDD Revenues and the City s Redevelopment Project Revenues at the times and in the manner provided in Section 402 of the Original Indenture. In addition, the City shall transfer to the Trustee Subsidy Revenues at the times and in the manner provided in Section 412 of the Original Indenture. Section 3.3. Credits on Payments. Notwithstanding any provision contained in this Second Supplemental Financing Agreement or in the Indenture to the contrary, in addition to any credits on Payments resulting from the payment or prepayment of Payments from other sources: (a) any moneys deposited (including earnings thereon) by the Trustee in the Debt Service Fund under Section 402 of the Original Indenture for the payment of interest for an applicable series of Bonds (including moneys received as accrued interest from the sale of the applicable Bonds, any initial deposit of capitalized interest made from the proceeds of the sale of the applicable series of the Bonds, any Combined Local/State TIF and TDD Revenues and any City s Redevelopment Project Revenues deposited related to the applicable series of Bonds) shall be credited against the obligation of the City to pay interest as the same becomes due; (b) any moneys deposited (including earnings thereon) by the Trustee in the Debt Service Fund under Section 402 of the Original Indenture for the payment of principal of an applicable series of Bonds (including any Combined Local/State TIF and TDD Revenues and any City s Redevelopment Project Revenues deposited related to the applicable Series of Bonds) shall be credited against the obligation of the City to pay principal as the same becomes due in the order of maturity thereof; and (c) the amount of any moneys transferred by the Trustee from any other fund held under the Indenture and deposited in the Debt Service Fund pursuant to the Indenture to pay interest or principal related to any applicable Series of Bonds shall be credited against the obligation of the City to pay interest or principal, as the case may be, as the same become due. -5-

33 Section 3.4. Additional Payments. Subject to the limitations of Sections 3.5, 3.7 and 4.1 hereof, the City shall pay the following amounts to the following persons, all as Additional Payments under this Second Supplemental Financing Agreement: (a) to the Trustee, when due, all reasonable fees, charges for its services rendered under the Indenture, this Second Supplemental Financing Agreement and any other Transaction Documents, and all reasonable expenses (including without limitation reasonable fees and charges of any Paying Agent, bond registrar, counsel, accountant, engineer or other person) incurred in the performance of the duties of the Trustee under the Indenture or this Second Supplemental Financing Agreement for which the Trustee and other persons are entitled to repayment or reimbursement; (b) to the Trustee, upon demand, an amount necessary to pay rebatable arbitrage in accordance with the Tax Compliance Agreement and the Indenture, and to pay the costs of the computation thereof. (c) to the Trustee, upon written demand of the Trustee, subject to Section 402 of the Original Indenture, necessary to restore any Debt Service Reserve Fund for Additional Bonds with respect to any series of Bonds to an amount equal to the Debt Service Reserve Requirement for Additional Bonds, as applicable, for the applicable series of Bonds. If applicable, any Supplemental Financing Agreement shall provide for deposits into the Debt Service Reserve Fund for Additional Bonds of amounts sufficient to maintain funds as required by the Indenture. (d) to the Board, on the Bond Issuance Date, its regular administrative and issuance fees and charges, if any, and all expenses (including without limitation attorney s fees) incurred by the Board in relation to the transactions contemplated by this Second Supplemental Financing Agreement and the Indenture, which are not otherwise to be paid by the City under this Second Supplemental Financing Agreement or the Indenture; (e) to the appropriate person, such payments as are required (i) as payment for or reimbursement of any and all reasonable costs, expenses and liabilities incurred by the Board or the Trustee or any of them in satisfaction of any obligations of the City hereunder that the City do not perform, or incurred in the defense of any action or proceeding with respect to the Project, this Second Supplemental Financing Agreement or the Indenture, or (ii) as reimbursement for expenses paid, or as prepayment of expenses to be paid, by the Board or the Trustee and that are incurred as a result of a request by the City, or a requirement of this Second Supplemental Financing Agreement and that the City is not otherwise required to pay under this Second Supplemental Financing Agreement; (f) to the appropriate person, any other amounts required to be paid by the City under this Second Supplemental Financing Agreement or the Indenture; and (g) any past due Additional Payments shall continue as an obligation of the City until they are paid and shall bear interest at the Prime Rate plus two percent (2%) during the period such Additional Payments remain unpaid. Section 3.5. Annual Appropriations. Except as provided in the following paragraph, the City intends, on or before the last day of each Fiscal Year, to budget and appropriate, specifically with respect to this Second Supplemental Financing Agreement, Annually Appropriated Moneys sufficient to pay all the Payments and reasonably estimated Additional Payments for the next succeeding Fiscal Year. The City shall deliver written notice to the Trustee no later than 15 days after the commencement of its Fiscal Year stating whether or not the Board of Aldermen has appropriated Annually Appropriated Moneys sufficient for the purpose of paying the Payments and Additional Payments reasonably estimated -6-

34 to become due during such Fiscal Year. If the Board of Aldermen shall have made the appropriation necessary to pay the Payments and reasonably estimated Additional Payments to become due during such Fiscal Year, the failure of the City to deliver the foregoing notice on or before the 15th day after the commencement of its Fiscal Year shall not constitute an Event of Nonappropriation and, on failure to receive such notice 15 days after the commencement of the City s Fiscal Year, the Trustee shall make independent inquiry of the fact of whether or not such appropriation has been made. If the Board of Aldermen shall not have made the appropriation necessary to pay the Payments and Additional Payments reasonably estimated to become due during such succeeding Fiscal Year, the failure of the City to deliver the foregoing notice on or before the 15 th day after the commencement of its Fiscal Year shall constitute an Event of Nonappropriation. Notwithstanding the foregoing, Payments in Lieu of Taxes deposited into the Special Allocation Fund are not subject to annual appropriation and Payments in Lieu of Taxes, together with State TIF Revenues received by the City pursuant to the State TIF Agreement and the TDD Portion of TDD Sales Tax Revenues received by the City under the Cooperation Agreement, are pledged by the City pursuant hereto to secure the Payments and Additional Payments (provided that an amount equal to Subsidy Revenues shall be deducted from Payments in Lieu of Taxes deposited in Special Allocation Fund). Section 3.6. Annual Budget Request. The City Administrator or other officer of the City at any time charged with the responsibility of formulating budget proposals shall include in the budget proposals submitted to the Board of Aldermen, in each Fiscal Year in which this Second Supplemental Financing Agreement shall be in effect, an appropriation for Annually Appropriated Moneys sufficient to pay all Payments and Additional Payments required for the ensuing Fiscal Year; it being the intention of the City that the decision to appropriate or not to appropriate under this Second Supplemental Financing Agreement shall be made solely by the Board of Aldermen and not by any other official of the City. The City intends, subject to the provisions above respecting the failure of the City to budget or appropriate funds to make Payments and Additional Payments, to pay the Payments and Additional Payments hereunder. The City reasonably believes that legally available funds in an amount sufficient to make all Payments and Additional Payments during each Fiscal Year can be obtained. The City further intends to do all things lawfully within its power to obtain and maintain funds from which the Payments and Additional Payments may be made, including making provision for such Payments and Additional Payments to the extent necessary in each proposed annual budget submitted for approval in accordance with applicable procedures of the City and to exhaust all available reviews and appeals in the event such portion of the budget is not approved. The City s Director of Finance is directed to do all things lawfully within such person s power to obtain and maintain funds from which the Payments and Additional Payments may be paid, including making provision for such Payments and Additional Payments to the extent necessary in each proposed annual budget submitted for approval or by supplemental appropriation in accordance with applicable procedures of the City and to exhaust all available reviews and appeals in the event such portion of the budget or supplemental appropriation is not approved. Notwithstanding the foregoing, the decision to budget and appropriate funds is to be made in accordance with the City s normal procedures for such decisions. The City covenants and agrees that the officer of the City at any time charged with the responsibility of formulating budget proposals is hereby directed to include in the budget proposal submitted to the Board of Aldermen of the City for each Fiscal Year that the Bonds are Outstanding a request for an appropriation of an appropriation of the moneys on deposit in the EATS Account of the Special Allocation Fund and all City s Redevelopment Project Revenues for transfer to the Trustee for deposit in the Revenue Fund at the times and in the manner provided in Section 402 of the Original Indenture. Any funds appropriated as the result of such a request shall be transferred by the City to the Revenue Fund at the times and in the manner provided in Section 402 of the Original Indenture. -7-

35 Section 3.7. Payments to Constitute Current Expenses of the City. Except as provided in the following paragraph, the Board and the City acknowledge and agree that the Payments and Additional Payments hereunder shall constitute currently budgeted expenditures of the City, and shall not in any way be construed or interpreted as creating a liability or a general obligation or debt of the City in contravention of any applicable constitutional or statutory limitations or requirements concerning the creation of indebtedness by the City, nor shall anything contained herein constitute a pledge of the general credit, tax revenues, funds or moneys of the City. The City s obligations to pay Payments and Additional Payments hereunder shall be from year to year only, and shall not constitute a mandatory payment obligation of the City in any ensuing Fiscal Year beyond the then current Fiscal Year. Neither this Second Supplemental Financing Agreement nor the issuance of the Series 2012A Bonds shall directly or indirectly obligate the City to levy or pledge any form of taxation or make any appropriation or make any payments beyond those appropriated for the City s then current Fiscal Year, but in each Fiscal Year Payments and Additional Payments shall be payable solely from the amounts budgeted or appropriated therefor out of the income and revenue provided for such year, plus any unencumbered balances from previous years; provided, however, that nothing herein shall be construed to limit the rights of the owners of the Series 2012A Bonds or the Trustee to receive any amounts which may be realized from the Trust Estate pursuant to the Indenture. Failure of the City to budget and appropriate said moneys on or before the last day of any Fiscal Year shall be deemed an Event of Nonappropriation. Notwithstanding the foregoing, Payments in Lieu of Taxes deposited into the Special Allocation Fund are not subject to annual appropriation and Payments in Lieu of Taxes, together with State TIF Revenues received by the City pursuant to the State TIF Agreement and the TDD Portion of TDD Sales Tax Revenues received by the City under the Cooperation Agreement, are pledged by the City pursuant hereto to secure the Payments and Additional Payments (provided that an amount equal to Subsidy Revenues shall be deducted from Payments in Lieu of Taxes deposited in Special Allocation Fund). ARTICLE IV NATURE OF THE CITY S OBLIGATIONS Section 4.1. Nature of the City s Obligations. (a) Except as provided in Section 4.1(b), the City s obligations to pay the Payments and Additional Payments described herein and any amounts required to be paid under Section 6.2 or Section 9.4 hereof, as applicable, shall be limited, special obligations of the City payable solely from, and secured as to the payment of principal and interest by, (i) a pledge of, subject to annual appropriation by the City as provided in Section 3.5 hereof, all general fund revenues of the City, and (ii) from amounts pledged to secure repayment of the Payments and Additional Payments in the Special Allocation Fund as provided herein. The taxing power of the City is not pledged to the payment of the Payments or the Additional Payments. The City s obligation to pay the Payments and Additional Payments shall not constitute general obligations of the City, nor shall they constitute an indebtedness of the City within the meaning of any constitutional, statutory or charter provision, limitation or restriction. (b) Notwithstanding the foregoing, Payments in Lieu of Taxes deposited into the Special Allocation Fund are not subject to annual appropriation and Payments in Lieu of Taxes, together with State TIF Revenues received by the City pursuant to the State TIF Agreement and the TDD Portion of TDD Sales Tax Revenues received under the Cooperation Agreement, are pledged by the City pursuant to this Second Supplemental Financing Agreement and the Authorizing Ordinance to secure the Payments and Additional Payments (provided that an amount equal to Subsidy Revenues shall be deducted from Payments in Lieu of Taxes deposited in Special Allocation Fund). -8-

36 ARTICLE V TERM Section 5.1. Term of Financing Agreement. This Second Supplemental Financing Agreement shall be effective from and after its execution and delivery and shall continue in full force and effect until the Bonds are deemed to be paid within the meaning of Article X of the Original Indenture and provision has been made for paying all other sums payable by the City to the Board, the Trustee and the Paying Agent for the Bonds under this Second Supplemental Financing Agreement and the Indenture. All agreements, covenants, representations and certifications by the City as to all matters affecting the status of the interest on the Series 2012A Bonds shall survive the termination of this Second Supplemental Financing Agreement and the defeasance of the Series 2012A Bonds. ARTICLE VI GENERAL COVENANTS AND PROVISIONS Section 6.1. Information Provided to the Board and the Trustee. The City shall furnish to the Board and the Trustee as soon as practicable, but in no event more than 5 days after, an Event of Nonappropriation, written notice of such Event of Nonappropriation. The City will at any and all times, upon the written request of the Trustee or the Board and at the expense of the City, permit the Trustee and the Board by their representatives to inspect the properties, books of account, records, reports and other papers of the City, and to take copies and extracts therefrom, and will promptly afford and procure a reasonable opportunity to make any such inspection, and the City will furnish to the Board and the Trustee any and all information as the Board or the Trustee may reasonably request with respect to the performance by the City of its covenants in this Second Supplemental Financing Agreement. Section 6.2. Indemnification. (a) To the extent permitted by law, the City releases the Board and the Trustee from, agrees that the Board and the Trustee shall not be liable for, and indemnifies the Board and the Trustee against, all liabilities, losses, damages (including attorneys fees), causes of action, suits, claims, costs and expenses, demands and judgments of any nature imposed upon or asserted against the Board or the Trustee, on account of: (i) any breach or default on the part of the City in the performance of any covenant or agreement of the City under this Second Supplemental Financing Agreement or any related document, or arising from any act or failure to act by the City, or any of its agents, contractors, servants, employees or licensees (including, without limitation, any failure to comply or any violation, actual or alleged, in connection with Environmental Regulations); (ii) matters regarding the authorization, issuance and sale of the Series 2012A Bonds attributable to the City, and the provision of any information furnished by the City in connection therewith concerning the Project or the City or arising from (1) any errors or omissions by the City such that the Series 2012A Bonds, when delivered to the Bondowners, are not validly issued and binding obligations of the Board, or (2) any fraud or misrepresentations or omissions contained in the proceedings of the Board furnished by or attributable to the City relating to the issuance of the Series 2012A Bonds or pertaining to the financial condition of the City which, if known to the original purchaser of the Series 2012A Bonds, might be considered a material factor in its decision to purchase the Series 2012A Bonds. -9-

37 (b) To the extent permitted by law, the City agrees to indemnify the Trustee for and to hold it harmless against all liabilities, claims, costs and expenses incurred without negligence or willful misconduct on the part of the Trustee, on account of any action taken or omitted to be taken by the Trustee in accordance with the terms of this Second Supplemental Financing Agreement, the Series 2012A Bonds, the Indenture or any other Transaction Document or any action taken at the request of or with the consent of the City, including the costs and expenses (including, without limitation, reasonable compensation, expenses and disbursements of its agents and counsel) of the Trustee in defending itself against any such claim, action or proceeding brought in connection with the exercise or performance of any of its powers or duties under this Second Supplemental Financing Agreement, the Series 2012A Bonds or the Indenture. (c) In case any action or proceeding is brought against the Trustee in respect of which indemnity may be sought hereunder, the party seeking indemnity promptly shall give notice of that action or proceeding to the City, and the City upon receipt of that notice shall have the obligation and the right to assume the defense of the action or proceeding; provided, that failure of a party to give that notice shall not relieve the City from any of their obligations under this Section unless that failure prejudices the defense of the action or proceeding by the City. At its own expense, an indemnified party may employ separate legal counsel and participate in the defense; provided, however, in the event the City shall fail to employ counsel or such counsel shall fail to actively defend such actions or protect the Board or the Trustee, or both or the code of professional responsibility precludes such counsel from representing the interests of the Board, the Trustee or bondowners, the Board or the Trustee may employ counsel at the expense of the City to defend such action. The City shall not be liable for any settlement without their consent. (d) The indemnification set forth above is intended to and shall include the indemnification of all affected officials, directors, officers, attorneys, accountants, financial advisors, staff and employees of the Board and the Trustee, respectively. That indemnification is intended to and shall be enforceable by the Board and the Trustee, respectively, to the full extent permitted by law. Section 6.3. Continuing Disclosure. The City hereby covenants and agrees that it will comply with and carry out all of the provisions of the Continuing Disclosure Agreement. Notwithstanding any other provision of this Second Supplemental Financing Agreement, failure of the City to comply with the Continuing Disclosure Agreement shall not be considered an event of default under this Second Supplemental Financing Agreement; however, the Trustee may (and, at the request of any Underwriter or the owners of at least 25% aggregate principal amount of Outstanding Bonds, having been indemnified in accordance with Section 802(e) of the Indenture, shall) or any bondowner or Beneficial Owner may take such actions as may be necessary and appropriate, including seeking specific performance by court order, to cause the City to comply with its obligations under this Section. For purposes of this Section, Beneficial Owner means any person which (a) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Bonds (including persons holding Bonds through nominees, depositories or other intermediaries), or (b) is treated as the owner of any Bonds for federal income tax purposes and Underwriter shall have the meaning ascribed thereto in the Continuing Disclosure Agreement. -10-

38 Section 6.4. Possession and Use of the Mortgaged Property. (a) The Board covenants and agrees that as long as the City is not in default under this Second Supplemental Financing Agreement, the City shall have sole and exclusive possession of the Mortgaged Property. The Board covenants and agrees that it will not take any action, other than pursuant to the terms of the Mortgages, to prevent the City from having quiet and peaceable possession and enjoyment of the Mortgaged Property and will, at the request and expense of the City, cooperate with the City in order that the City may have quiet and peaceable possession and enjoyment of the Mortgaged Property and will defend the City s enjoyment and possession thereof against all parties. (b) Subject to the provisions of this Section, the City shall have the right to use the Mortgaged Property for any lawful purpose allowed by law. The City shall comply in all material respects with all statutes, laws, ordinances, orders, judgments, decrees, regulations, directions and requirements of all federal, state, local and other governments or governmental authorities (including without limitation all environmental laws), now or hereafter applicable to the Mortgaged Property and the other property of the City or to any adjoining public ways, as to the manner of use or the condition of the Mortgaged Property or of adjoining public ways. The City shall also comply with the mandatory requirements, rules and regulations of all insurers under the policies required to be carried by the provisions of this Article VI. The City shall pay all costs, expenses, claims, fines, penalties and damages that may in any manner arise out of, or be imposed as a result of, the failure of the City to comply with the provisions of this Section. Notwithstanding any provision contained in this Section, however, the City shall have the right, at its own cost and expense, to contest or review by legal or other appropriate procedures the validity or legality of any such governmental statute, law, ordinance, order, judgment, decree, regulation, direction or requirement, or any such requirement, rule or regulation of an insurer, and during such contest or review the City may refrain from complying therewith unless the Board or the Trustee shall notify the City that, in the Opinion of Counsel, by noncompliance the interest of the Board in the Mortgaged Property will be materially endangered or the Mortgaged Property or any part thereof will be subject to loss or forfeiture, in which event the City shall promptly comply therewith or provide the Board with full security against any such loss or forfeiture, in form satisfactory to the Board and the Trustee. The Board will cooperate fully with the City in any such contest, upon request and at the expense of the City. Section 6.5. Maintenance, Repairs and Utilities. (a) The City shall, at its own expense, maintain, preserve and keep the Mortgaged Property and all parts thereof in good repair, working order and condition, and shall from time to time make all repairs, replacements and improvements necessary to keep the Mortgaged Property and all parts thereof in safe condition and free from filth, nuisance or conditions unreasonably increasing the danger of fire or other casualty. The Board shall have no responsibility for any of these repairs, replacements or improvements. (b) The City shall contract in its own name and pay for all utilities and utility services used by the City in, on or about the Mortgaged Property, and the City, shall, at its sole cost and expense, procure any and all permits, licenses or authorizations necessary in connection therewith. Section 6.7. Liens. (a) Except with respect to Permitted Encumbrances and as otherwise herein or in the Indenture provided, neither the Board nor the City shall, directly or indirectly, create, incur, assume or suffer to exist any mortgage, pledge, lien, charge, encumbrance or claim on or with respect to the Mortgaged Property. Whenever and as often as any mechanics or other lien is filed against the -11-

39 Mortgaged Property, or any part thereof, the City shall discharge the same of record within 60 days after the date of filing. Notice is hereby given that the Board shall not be liable for any labor or materials furnished to the City or to anyone claiming by, through or under the City upon credit, and that no mechanics or other lien shall attach to or affect the reversionary or other estate of the Board in and to the Mortgaged Property or any part thereof. (b) The City, notwithstanding paragraph (a) above, shall have the right to contest any lien if and provided that the City (i) within said 60-day period stated above notifies the Board and the Trustee in writing of the City s intention to do so, (ii) diligently prosecutes such contest, (iii) at all times effectively stays or prevents any official or judicial sale of the Mortgaged Property, or any part thereof or interest therein, under execution or otherwise, (iv) promptly pays or otherwise satisfies any final judgment adjudging or enforcing such contested lien claim, and (v) thereafter promptly procures record release or satisfaction thereof. The City may permit the lien so contested to remain unpaid during the period of such contest and any appeal therefrom unless the Board or the Trustee shall notify the City that, in the opinion of Counsel, by nonpayment of any such items, the interest of the Board in the Mortgaged Property will be materially endangered or any part thereof will be subject to loss or forfeiture, in which event the City shall promptly discharge such lien. Except as expressly provided in this Article, the City shall promptly, at its own expense, take such action as may be necessary to duly discharge or remove any such mortgage, pledge, lien, charge, encumbrance or claim if the same shall arise at any time. The City shall reimburse the Board for any expense incurred by it in order to discharge or remove any such mortgage, pledge, lien, charge, encumbrance or claim. Section 6.8. Taxes, Assessments and Other Governmental Charges. (a) The City shall promptly pay and discharge, as the same become due, all taxes and assessments, general and special, and other governmental charges of any kind whatsoever that may be lawfully taxed, charged, levied, assessed or imposed upon or against or be payable for or in respect of the Mortgaged Property, or any part thereof or interest therein or any buildings, improvements, machinery and equipment at any time installed thereon by the City, or the income therefrom or Payments and other amounts payable under this Second Supplemental Financing Agreement, including any new taxes and assessments not of the kind enumerated above to the extent that the same are lawfully made, levied or assessed in lieu of or in addition to taxes or assessments now customarily levied against real or personal property, and further including all utility charges, assessments and other general governmental charges and impositions whatsoever, foreseen or unforeseen, which, if not paid when due, would impair the security of the Bonds or encumber the Board s interest in the Mortgaged Property; provided that with respect to any special assessments or other governmental charges that are lawfully levied and assessed but which may be paid in installments, the City shall be obligated to pay only such installments thereof as become due and payable. (b) The City shall have the right, in its own name or in the Board s name, to contest the validity or amount of any tax, assessment or other governmental charge which the City is required to bear, pay and discharge pursuant to the terms of this Article by appropriate legal proceedings instituted at least ten (10) days before the contested tax, assessment or other governmental charge becomes delinquent if and provided that the City (i) before instituting any such contest, gives the Board and the Trustee written notice of the City s intention to do so, (ii) diligently prosecutes any such contest, (iii) at all times effectively stays or prevents any official or judicial sale therefor, under execution or otherwise, (iv) promptly pays any final judgment enforcing the tax, assessment or other governmental charge so contested, and (v) thereafter promptly procures record release or satisfaction thereof. The Board agrees to cooperate with the City in connection with any and all administrative or judicial proceedings related to any tax, assessment or other governmental charge. The City shall hold the Board whole and harmless from any costs and expenses the Board may incur in relation to any of the above. -12-

40 Section 6.9. Casualty Insurance. (a) Subject to Section 6.12 hereof, the City shall at its sole cost and expense obtain and shall maintain, a policy or policies of insurance to keep the Mortgaged Property and its other property located at the Mortgaged Property constantly insured against loss or damage by fire, lightning and all other risks covered by the extended coverage insurance endorsement then in use in the State in an amount equal to (i) the Full Insurable Value thereof (subject to reasonable loss deductible clauses), or (ii) the principal amount of the Bonds Outstanding which are secured by the Mortgaged Property, whichever is greater. The Full Insurable Value of the Mortgaged Property shall be determined from time to time at the request of the Board, the City or the Trustee (but not more frequently than once in every three years) by an architect, contractor, appraiser, appraisal company or one of the insurers, to be selected, subject to the approval of the Trustee, and paid by the City. The insurance required pursuant to this Section shall be maintained at the City s sole cost and expense, and shall be maintained with a generally recognized responsible insurance company or companies authorized to do business in the State or through the Missouri Public Entity Risk Management Fund ( MOPERM ) created pursuant to Section et seq., RSMo, 2000, as amended, as may be selected by the City. Copies of the insurance policies required under this Section, or originals or certificates thereof, each bearing notations evidencing payment of the premiums or other evidence of such payment, shall be delivered by the City to the Trustee within 30 days of purchase or renewal. All such policies of insurance pursuant to this Section, and all renewals thereof, shall name the Board, the City and the Trustee as loss payees as their respective interests may appear, shall contain a provision that such insurance may not be cancelled by the issuer thereof without at least 30 days advance written notice to the Board, the City and the Trustee, shall waive any co-insurance penalty, shall be payable up to the required policy dollar limit for damage to the Mortgaged Property without any contingency on the degree or extent of damage sustained at other property of the City and shall be payable to the Trustee. In the event the City fails to obtain and maintain such insurance, the Board or the Trustee may obtain and maintain the same at the City s expense to be repaid as Additional Payments as provided in Section 3.4 hereof together with interest equal to the base lending rate of the Trustee. In accordance with the requirements of Section , Revised Statutes of Missouri, unless the City provides evidence of the insurance coverage required hereunder, the Board or the Trustee may purchase insurance at the City s expense to protect the Board s and the Trustee s interests in the collateral. This insurance may, but need not, protect the City s interests. Any coverage so purchased may not pay any claim that the City makes or any claim that is made against the City in connection with the collateral. The City may later cancel any insurance purchased by the Board or the Trustee, but only after providing evidence that the City has obtained insurance as required hereunder. If the Board or the Trustee purchases insurance for the collateral, the City will be responsible for the costs of that insurance, including the insurance premium, interest and any other charges the Board or the Trustee may impose in connection with the purchase of the insurance, until the effective date of the cancellation or expiration of the insurance. The costs of the insurance may be more than the cost of insurance the City may be able to obtain on its own. (b) In the event of loss or damage to the Mortgaged Property, the Net Condemnation or Insurance Proceeds of casualty insurance carried pursuant to this Section shall be paid to the Trustee and shall be applied as provided in Section 12.1 hereof. (c) The City will enforce the provisions of the Master Lease with respect to insurance, and if the Master Lease is no longer in effect the City will procure insurance similar in nature to that described in subsection (a) for property financed with the proceeds of the Bonds that was formerly covered by the insurance provisions of the Master Lease. -13-

41 Section Public Liability Insurance. (a) Subject to Section 6.12 hereof, the City shall at its sole cost and expense maintain or cause to be maintained at all times general accident and public liability insurance (including but not limited to coverage for all losses whatsoever arising from the ownership, maintenance, operation or use of any automobile, truck or other motor vehicle) related to the operation, management and maintenance of its property, under which the Board, the City and the Trustee shall be named as insureds, properly protecting and indemnifying the Board and the Trustee, in an amount not less than $1,000,000 for bodily injury (including death) and property damage combined single limit each occurrence (with a deductible of not more than $100,000). Such insurance shall be maintained with (i) a generally recognized responsible insurance company or companies authorized to do business in the State as may be selected by the City with a rating of A or better by Best or in the two highest rating categories by Moody s or Standard & Poor s, or (ii) MOPERM. The policies of said insurance shall contain a provision that such insurance may not be cancelled by the issuer thereof without at least 30 days advance written notice to the Board, the City and the Trustee. Such policies or copies or certificates thereof shall be furnished to the Board and the Trustee. (b) In the event of a public liability occurrence, the Net Condemnation or Insurance Proceeds of liability insurance carried pursuant to this Section shall be applied toward the extinguishment or satisfaction of the liability with respect to which such proceeds have been paid. Section Workers Compensation Insurance. The City agrees to maintain or cause to be maintained the Workers Compensation coverage required by the laws of the State. Section Blanket Insurance Policies; Self Insurance. The City may satisfy any of the insurance requirements set forth in this Article by using blanket policies of insurance or self insurance, provided that the City complies with each and all of the requirements and specifications of this Article respecting insurance. Self-insurance or insurance reserves maintained by a joint exercise of powers authority for property and casualty and liability risks may be approved in writing by the Trustee on an exception basis provided that the following minimum conditions are met: (a) consultant; The self-insurance program must be approved by an independent insurance (b) The self-insurance program must be maintained on an actuarially sound basis and the Trustee will annually receive a certified actuarial statement attesting to the sufficiency of the program s assets; (c) trustee; and The self-insurance fund must be held in a separate trust fund by an independent (d) In the event the self-insurance program is discontinued, the actuarial soundness of the claim reserve fund must be maintained. Section Hazardous Materials. (a) The City shall not cause or permit the Mortgaged Property or any other property of the City to be used to generate, manufacture, refine, transport, treat, store, handle, dispose, transfer, produce or process Hazardous Materials, except in compliance with all applicable federal, state and local laws or regulations, nor shall the City cause or permit, as a result of any intentional or unintentional act or omission of the City or any tenant or subtenant, a release of Hazardous Materials onto the Mortgaged -14-

42 Property or any other property of the City. The City shall comply with and ensure compliance by all tenants and subtenants with all applicable federal, state and local laws, ordinances, rules and regulations, wherever and by whomever triggered, and shall obtain and comply with, and ensure that all tenants and subtenants obtain and comply with, any and all approvals, registrations or permits required thereunder. The City shall (i) conduct and complete all investigations, studies, sampling and testing, and all remedial, removal, and other actions necessary to clean up and remove all Hazardous Materials, on, from, or affecting the Mortgaged Property (A) in accordance with the all applicable federal, state and local laws, ordinances, rules, regulations, and policies, (B) to the satisfaction of the Trustee, and (C) in accordance with the orders and directives of all federal, state and local governmental authorities, and (ii) to the extent permitted by law, defend, indemnify, and hold harmless the Board and the Trustee and their respective officers, stockholders, employees, members or agents from and against any claims, demands, penalties, fines, liabilities, settlements, damages, costs, or expenses of whatever kind or nature, known or unknown, contingent or otherwise, arising out of or in any way related to, (A) the presence, disposal, release, or threatened release of any Hazardous Materials which are on, from, or affecting the soil, water, vegetation, buildings, personal property, persons, animals, or otherwise; (B) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Materials, and/or (C) any violation of laws, orders, regulations, requirements or demands of government authorities, which are based upon or in any way related to any such Hazardous Materials including, without limitation, attorney and consultant fees, investigation and laboratory fees, court costs, and litigation expenses. In the event that the Trustee, as assignee of the Board, elects to control, operate, sell or otherwise claim property rights in the Mortgaged Property as a remedy hereunder or in the event this Second Supplemental Financing Agreement is terminated, the Board and the City shall deliver the Mortgaged Property free of any and all Hazardous Materials so that the conditions of the Mortgaged Property shall conform with all applicable federal, state and local laws, ordinances, rules or regulations affecting the Mortgaged Property. Prior to any such delivery of the Mortgaged Property, the City shall pay the Trustee, from its own funds, any amounts then required to be paid under (ii) above. Notwithstanding anything in this Second Supplemental Financing Agreement to the contrary, the agreements in the preceding two sentences and in (ii) above shall survive termination of this Second Supplemental Financing Agreement. For purposes of this paragraph, Hazardous Materials includes, without limit, any flammable explosives, radioactive materials, hazardous materials, hazardous wastes, hazardous or toxic substances, or related materials defined in the Comprehensive Materials Response, Compensation, and Liability Act of 1980, as amended (42 U.S.C. Sections 9601, et seq.), the Hazardous Materials Transportation Act, as amended (49 U.S.C Sections 1801 et. seq.), and in the regulations adopted and publications promulgated pursuant thereto, or any other federal, state or local environmental law, ordinance, rule, or regulation. (b) The covenants, representations, warranties and indemnities in this Section 6.13 (i) shall survive any termination of this Second Supplemental Financing Agreement due to an Event of Nonappropriation (with respect to Parity Lien Obligations) or other event prior to payment in full of the Bonds and (ii) shall be deemed continuing covenants, representations, warranties and indemnities running with the land for the benefit of the Trustee, and its successors and assigns including any purchaser at a foreclosure sale, any transferee of the title of the Trustee or any subsequent purchaser at a foreclosure sale, and any subsequent owner of the Mortgaged Property claiming through or under the title of the Trustee. Section Attachment of Lien of Mortgages. (a) The City ratifies and confirms the lien of the Mortgages, and will procure title insurance insuring the interest of the Board under the Mortgages. (b) Notwithstanding any other provision hereof, but in accordance with the terms of the Convention Center Mortgage, the parties hereto may take such actions as are necessary to release that -15-

43 portion of the Convention Center Mortgaged Property subject to the Convention Center Mortgage (but only to the extent such release does not relate to the exhibition hall components of the convention center) and the release of such portion is, in the opinion of the City, necessary to (1) maintain in effect the exclusion of the interest on the Bonds from gross income for Federal income tax purposes as evidenced by an opinion of Bond Counsel; (2) obtain an opinion from Bond Counsel in connection with the issuance of any other Parity Lien Obligations to the effect that the interest on such obligations will be excluded from gross income for federal income tax purposes; (3) provide the owner of the convention center hotel with a long-term ground lease for nominal consideration; or (4) to grant the financial institution providing financing to the owner of the convention center hotel a mortgage or access to the property to be used by the convention center hotel, free and clear of the Convention Center Mortgage or superior to the Convention Center Mortgage. Notwithstanding the foregoing, as a condition to the release the City shall certify to the Trustee in writing that (1) as a result of the release the City will commence construction of the convention center; (2) the improvements to the real property remaining subject to the Convention Center Mortgage will have a cost at least equal to four (4) times the City s cost of the Mortgaged Property to be released; and (3) as a result of such release the City reasonable expects to commence construction of a convention center hotel. If construction of the convention center and the convention center hotel does not commence within 180 days of such release City shall take such actions as are necessary to subject such property to the Convention Center Mortgage. The City covenants that the exhibition space of the convention center shall be managed pursuant to a qualified management agreement ARTICLE VII ADDITIONAL BONDS Section 7.1. Additional Bonds. The Board from time to time may, in its sole discretion, at the written request of the City, authorize the issuance of Additional Bonds for the purposes and upon the terms and conditions provided in Section 203 of the Original Indenture; provided that (1) the terms of such Additional Bonds, the purchase price to be paid therefor and the manner in which the proceeds thereof are to be disbursed shall have been approved by resolutions and ordinances adopted by the Board and the City, respectively; (2) prior to the issuance of such Additional Bonds, the Board and the City shall have entered into a Supplemental Financing Agreement to acknowledge that Payments are revised to the extent necessary to provide for the payment of the principal of, redemption premium, if any, and interest on the Additional Bonds and to extend the term of this Second Supplemental Financing Agreement if the maturity of any of the Additional Bonds would otherwise occur after the expiration of the term of this Second Supplemental Financing Agreement; and (3) the Board and the City shall have otherwise complied with the provisions of this Second Supplemental Financing Agreement and Section 203 of the Original Indenture with respect to the issuance of such Additional Bonds. Section 7.2. Senior Lien Obligations. Notwithstanding anything in this Second Supplemental Financing Agreement, the Original Financing Agreement or the Indenture to the contrary, no Senior Lien Obligations may be issued under the Indenture. -16-

44 ARTICLE VIII ASSIGNMENT OF BOARD S RIGHTS UNDER FINANCING AGREEMENT Section 8.1. Assignment by the Board. The Board, by means of the Indenture and as security for the payment of the principal of, purchase price, and redemption premium, if any, and interest on the Series 2012A Bonds, will assign, pledge and grant a security interest in all of its rights, title and interests in, to and under this Second Supplemental Financing Agreement, including Payments and Additional Payments and other revenues, moneys and receipts received by it pursuant to this Second Supplemental Financing Agreement, to the Trustee (reserving its Unassigned Board s Rights) for the benefit of the bondowners. Section 8.2. Restriction on Transfer of Board s Rights. The Board will not sell, assign, transfer or convey its interests in this Second Supplemental Financing Agreement except pursuant to the Indenture. ARTICLE IX EVENTS OF DEFAULT AND REMEDIES Section 9.1. Events of Default Defined. The term Event of Default or Default shall mean any one or more of the following events: (a) Failure by the City to make timely payment of any Payment. (b) Failure by the City to make any Additional Payment when due and, after notice of such failure, the City shall have failed to make such payment within 10 days following the due date. (c) Failure by the City to observe and perform any covenant, condition or agreement on the part of the City under this Second Supplemental Financing Agreement or the Indenture, other than as referred to in the preceding subparagraphs (a), (b) or (e) of this Section, for a period of 30 days after written notice of such default has been given to the City by the Trustee or the Board during which time such default is neither cured by the City nor waived in writing by the Trustee and the Board, provided that, if the failure stated in the notice cannot be corrected within said 30-day period, the Trustee and the Board may consent in writing to an extension of such time prior to its expiration and the Trustee and the Board will not unreasonably withhold their consent to such an extension if corrective action is instituted by the City within the 30-day period and diligently pursued to completion and if such consent, in their judgment, does not materially adversely affect the interests of the bondowners. (d) Any representation or warranty by the City herein or in any certificate or other instrument delivered under or pursuant to this Second Supplemental Financing Agreement or the Indenture or in connection with the financing of the Project shall prove to have been false, incorrect, misleading or breached in any material respect on the date when made, unless waived in writing by the Board and the Trustee or cured by the City, if such representation or warranty can be cured to the satisfaction of the Board and the Trustee within 30 days after notice thereof has been given to the City. (e) 3.5 hereof). The occurrence and continuance of an Event of Nonappropriation (as defined by Section -17-

45 Section 9.2. Remedies on Default. (a) Subject to the provisions of Section 9.7 hereof, whenever any Event of Default shall have occurred and be continuing, the Trustee, as the assignee of the Board, may take any one or more of the steps provided for in subsection (b); provided that if the principal of Parity Lien Obligations then Outstanding and the interest accrued thereon shall have been declared immediately due and payable pursuant to the provisions of Section 702 of the Original Indenture, all Payments allocable to the Bonds so declared immediately due and payable for the remainder of the most recent Fiscal Year for which the City has appropriated funds pursuant to Section 3.5 hereof shall become immediately due and payable without any further act or action on the part of the Board or the Trustee and the Trustee may immediately proceed (subject to the provisions of Section 9.7 hereof) to take any one or more of the remedial steps set forth in subparagraph (b) of this Section; and (b) (i) Without terminating this Second Supplemental Financing Agreement, foreclose on the Parking Garage Mortgage, foreclose on the Convention Center Mortgage, and no such foreclosure(s) by the Board shall be construed as an election on the Board s part to terminate this Second Supplemental Financing Agreement, and no foreclosure(s) by the Board shall relieve the City of its obligation to pay Payments or Additional Payments (at the time or times provided herein), or of any of its other obligations under this Second Supplemental Financing Agreement, all of which shall survive such re-entry or taking of possession, and the City shall continue to pay the Payments and Additional Payments specified in this Second Supplemental Financing Agreement until the end of the then current Fiscal Year, and provided all other provisions of this Second Supplemental Financing Agreement shall continue in effect. (ii) Take whatever other action at law or in equity is necessary and appropriate to exercise or to cause the exercise of the rights and powers set forth herein or in the Indenture, as may appear necessary or desirable to collect the amounts payable pursuant to this Second Supplemental Financing Agreement then due and thereafter to become due or to enforce the performance and observance of any obligation, agreement or covenant of the City under this Second Supplemental Financing Agreement or the Indenture. (c) In the enforcement of the remedies provided in this Section, the Trustee may treat all fees, costs and expenses of enforcement, including reasonable legal, accounting and advertising fees and expenses, as Additional Payments then due and payable by the City. If in accordance with any of the foregoing provisions of this Article the Board shall have the right to elect to enter and take possession of the Mortgaged Property or a portion thereof, the Board may enter and expel the City and those claiming through or under the City and remove the property and effects of both or either (forcibly if necessary) without being guilty of any manner of trespass and without prejudice to any remedies for arrears of rent or for preceding breach of covenant. The Board may take whatever action at law or in equity which may appear necessary or desirable to collect rent then due and thereafter to become due, or to enforce performance and observance of any obligation, agreement or covenant of the City under this Second Supplemental Financing Agreement. Subject to Section 204 of the Original Indenture, any amount collected pursuant to action taken under this Section shall be paid to the Trustee and applied, first, to the payment of any costs, expenses and fees incurred by the Board or the Trustee as a result of taking such action and, next, any balance shall be used to satisfy any Payments then due by payment into the Debt Service Fund and applied in accordance -18-

46 with the Original Indenture and, then, to satisfy any other Additional Payments then due or to cure any other Event of Default. Notwithstanding the foregoing, the Trustee shall not be obligated to take any step that in its opinion will or might cause it to expend time or money or otherwise incur liability, unless and until indemnity satisfactory to it has been furnished to the Trustee at no cost or expense to the Trustee, as provided in Section 802(e), Section 802(k) and Section 804 of the Original Indenture. The provisions of this Section are subject to the limitation that the annulment of a declaration that any accelerated Bonds are immediately due and payable shall automatically constitute an annulment of any corresponding declaration made pursuant to subparagraph (a) of this Section and a waiver and rescission of the consequences of such declaration and of the Event of Default with respect to which such declaration has been made, provided that no such waiver or rescission shall extend to or affect any other or subsequent Default or impair any right consequent thereon. In the event any covenant, condition or agreement contained in this Second Supplemental Financing Agreement shall be breached or any Event of Default shall have occurred and such breach or Event of Default shall thereafter be waived by the Trustee, such waiver shall be limited to such particular breach or Event of Default. Section 9.3. No Remedy Exclusive. Subject to the provisions of Section 9.7 hereof, no remedy herein conferred or reserved is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Second Supplemental Financing Agreement or now or hereafter existing at law or in equity or by statute. No delay or omission to exercise any right or power accruing upon a Default shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. In order to entitle the Trustee to exercise any remedy reserved to it in this Article, it shall not be necessary to give any notice, other than such notice as may be herein expressly required. Section 9.4. Agreement to Pay Attorneys Fees and Expenses. Subject to the provisions of Section 3.7 hereof, in connection with any Event of Default by the City, if the Board or the Trustee employs attorneys or incurs other expenses for the collection of amounts payable hereunder or the enforcement of the performance or observance of any covenants or agreements on the part of the City herein contained, the City agrees that it will, on demand therefore but subject to appropriation, pay to the Board and the Trustee the reasonable fees of such attorneys and such other reasonable fees, costs and expenses so incurred by the Board and the Trustee. Section 9.5. Board and City to Give Notice of Default. The Board and the City shall each, at the expense of the City, promptly give to the Trustee written notice of any Default of which the Board or the City, as the case may be, shall have actual knowledge or written notice, but the Board shall not be liable for failing to give such notice. Section 9.6. Performance of the City s Obligations. If the City shall fail to keep or perform any of its obligations as provided in this Second Supplemental Financing Agreement, then the Board or the Trustee may (but shall not be obligated so to do), upon the continuance of such failure on the City s part for 15 days after notice of such failure is given to the City by the Board or the Trustee, and without waiving or releasing the City from any obligation hereunder, as an additional but not exclusive remedy, make any such payment or perform any such obligation, and all sums so paid by the Board or the Trustee and all necessary incidental costs and expenses incurred by the Board or the Trustee in performing such obligations shall be deemed to be Additional Payments and shall be paid to the Board or the Trustee plus interest at the Prime Rate plus 2% on demand but subject to appropriation. -19-

47 Section 9.7. Remedial Rights Assigned to the Trustee. Upon the execution and delivery of the Indenture, the Board will thereby have assigned to the Trustee all rights and remedies conferred upon or reserved to the Board by this Second Supplemental Financing Agreement, reserving only the Unassigned Board s Rights. The Trustee shall have the exclusive right to exercise such rights and remedies conferred upon or reserved to the Board by this Second Supplemental Financing Agreement in the same manner and to the same extent, but under the limitations and conditions imposed thereby and hereby. The Trustee and the bondowners shall be deemed third party creditor beneficiaries of all representations, warranties, covenants and agreements contained herein. ARTICLE X PREPAYMENT Section Prepayment at the Option of the City. Upon the exercise by the City of its option to cause the Series 2012A Bonds or any portion thereof to be redeemed pursuant to Section 301 of the Second Supplemental Indenture the City shall prepay Payments in whole or in part at the times and at the prepayment prices sufficient to redeem all or a corresponding portion of the Series 2012A Bonds then Outstanding in accordance with said paragraph. At the written direction of the City such prepayments shall be applied to the redemption of the Series 2012A Bonds in whole or in part in accordance with said Section. Section Mandatory Prepayment to Satisfy Scheduled Mandatory Sinking Fund Redemption Requirements. The City shall prepay Payments at the times, in the amounts and at the prepayment prices sufficient to redeem corresponding portions of the Series 2012A Bonds in accordance with Section 301(b) of the Second Supplemental Indenture. The City shall be entitled to all credits on such prepayment of a portion of Payments, as set forth in said Section, and the City shall comply with all terms and provisions of said Section. Section 10.3 Right to Prepay at Any Time. The City shall have the option at any time to prepay all of the Payments, Additional Payments and other amounts it is required to pay hereunder by paying to the Trustee all such sums as are sufficient to satisfy and discharge the Indenture and paying or making provision for the payment of all other sums payable hereunder. Section Notice of Prepayment. To exercise an option granted by Section 10.1 or 10.3, the City shall give written notice to the Board and the Trustee which shall specify therein the date upon which a prepayment of Payments will be made, which date shall be not less than 45 days from the date the notice is received by the Trustee. In the Indenture, the Board has directed the Trustee to forthwith take all steps (other than the payment of the money required to redeem the Series 2012A Bonds) necessary under the applicable provisions of the Indenture to effect any redemption of the then Outstanding Bonds, in whole, or in part, pursuant to Section 301 of the Second Supplemental Indenture. Section Precedence of this Article. The rights, options and obligations of the City set forth in this Article may be exercised or shall be fulfilled, as the case may be, whether or not a Default exists hereunder, provided that such Default will not result in nonfulfillment of any condition to the exercise of any such right or option. -20-

48 ARTICLE XI SUPPLEMENTAL FINANCING AGREEMENTS Section Supplemental Financing Agreements without Consent of Bondowners. Without the consent of the owners of any Bonds, the Board and the City may from time to time enter into one or more Supplemental Financing Agreements for any of the following purposes: (a) to subject to this Second Supplemental Financing Agreement additional property or to more precisely identify any project financed or refinanced out of the proceeds of any series of Bonds, or to substitute or add additional property thereto; or (b) to add to the conditions, limitations and restrictions on the authorized amount, terms or purposes of the Bonds, as herein set forth, additional conditions, limitations and restrictions thereafter to be observed; or (c) to evidence the succession of another entity to the City and the assumption by any such successor of the covenants of the City herein contained; or (d) to add to the covenants of the City or to the rights, powers and remedies of the Trustee for the benefit of the owners of all or any series of Bonds or to surrender any right or power herein conferred upon the City; or (e) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein or to make any other provisions, with respect to matters or questions arising under this Second Supplemental Financing Agreement, which shall not be inconsistent with the provisions of this Second Supplemental Financing Agreement, provided such action shall not adversely affect the interests of the owners of the Bonds. (f) to modify, eliminate or add to the provisions of this Second Supplemental Financing Agreement if the City shall elect to cause a community improvement district to be formed in lieu of a Transportation Development District. (g) to modify, eliminate or add to the provisions of this Second Supplemental Financing Agreement to the extent necessary to implement the issuance of Parity Lien Obligations pursuant to Section 203 of the Original Indenture or to evidence the subordination of the Parity Lien Obligations in accordance with the Indenture. (h) to modify, eliminate or add to the provisions of this Indenture to the extent necessary to permit the release of a portion of the Mortgaged Property pursuant to Section 6.14(d) of this Second Supplemental Financing Agreement. (i) to evidence the City s use of other available funds to finance the cost of the private use portions of the Redevelopment Project and to allocate a like amount of Series 2012A Bond proceeds to finance certain other City projects which will not be used in a private business use under the federal income tax rules. Section Supplemental Financing Agreements with Consent of Bondowners. With the prior written consent of the owners of not less than a majority in principal amount of the Bonds then Outstanding affected by such Supplemental Financing Agreement, the Board and the City may enter into Supplemental Financing Agreements, in form satisfactory to the Trustee, for the purpose of adding any -21-

49 provisions to or changing in any manner or eliminating any of the provisions of this Second Supplemental Financing Agreement or of modifying in any manner the rights of the Trustee and the owners of the Bonds under this Second Supplemental Financing Agreement; provided, however, that no such Supplemental Financing Agreement shall, without the consent of the owner of each Outstanding Bond affected thereby: (a) change the stated maturity of the principal of, or any installment of interest on, the Payments, or reduce the principal amount thereof or the interest thereon or any premium payable upon the redemption thereof, or change any place of payment where, or the coin or currency in which, the Payments, or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the stated maturity thereof (or, in the case of redemption, on or after the redemption date); or (b) reduce the percentage in principal amount of the Outstanding Bonds, the consent of whose owners is required for any such Supplemental Financing Agreement, or the consent of whose owners is required for any waiver provided for in this Second Supplemental Financing Agreement of compliance with certain provisions of this Second Supplemental Financing Agreement or certain defaults hereunder and their consequences; or (c) modify any of the provisions of this Section, except to increase any percentage provided thereby or to provide that certain other provisions of this Second Supplemental Financing Agreement cannot be modified or waived without the consent of the owner of each Bond affected thereby. The Trustee may in its discretion determine whether or not any Bonds would be affected by any Supplemental Financing Agreement and any such determination shall be conclusive upon the owners of all Bonds, whether theretofore or thereafter authenticated and delivered hereunder. The Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for the required percentage of owners of Bonds under this Section to approve the particular form of any proposed Supplemental Financing Agreement, but it shall be sufficient if such act shall approve the substance thereof. Section Execution of Supplemental Financing Agreements. In executing or consenting to any Supplemental Financing Agreement permitted by this Article, the Board and the Trustee shall be entitled to receive, and, subject to Article VIII of the Original Indenture, shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such Supplemental Financing Agreement is authorized and permitted by and in compliance with this Second Supplemental Financing Agreement. The Trustee may, but shall not be obligated to, consent to any such Supplemental Financing Agreement which affects the Trustee s own rights, duties or immunities under this Second Supplemental Financing Agreement, the other Transaction Documents or otherwise. Section Effect of Supplemental Financing Agreements. Upon the execution of any Supplemental Financing Agreement under this Article, this Second Supplemental Financing Agreement shall be modified in accordance therewith and such Supplemental Financing Agreement shall form a part of this Second Supplemental Financing Agreement for all purposes; and the City, the Board, the Trustee and every owner of Bonds theretofore or thereafter authenticated and delivered under the Indenture shall be bound thereby. Section Reference in Bonds to Supplemental Financing Agreements. Bonds authenticated and delivered after the execution of any Supplemental Financing Agreement pursuant to this Article may, and if required by the Trustee shall, bear a notation in form approved by the Trustee as -22-

50 to any matter provided for in such Supplemental Financing Agreement. If the Board shall so determine, new Bonds so modified as to conform, in the opinion of the Trustee and the Board, to any such Supplemental Financing Agreement may be prepared and executed by the Board and authenticated and delivered by the Trustee in exchange for Outstanding Bonds. ARTICLE XII CASUALTY AND CONDEMNATION Section Damage, Destruction and Condemnation. The City shall bear the risk of loss with respect to the Mortgaged Property during the term of this Second Supplemental Financing Agreement and the Mortgages. If (a) any of the Mortgaged Property or any portion thereof is destroyed, in whole or in part, or is damaged by fire or other casualty, or (b) title to, or the temporary use of, any of the Mortgaged Property or any part thereof shall be nonexistent or deficient or taken under the exercise or threat of the power of eminent domain by any governmental body or by any person, firm or corporation acting pursuant to governmental authority, the City and the Trustee will cause the Net Condemnation or Insurance Proceeds of any insurance claim, condemnation award or sale under threat of condemnation to be applied to the prompt replacement, repair, restoration, modification or improvement of the Mortgaged Property or, to the extent not so used, will cause such proceeds to be used to redeem or defease the Bonds in whole or in part in accordance with the Indenture. ARTICLE XIII MISCELLANEOUS Section Authorized Representatives. Whenever under this Second Supplemental Financing Agreement the approval of the Board is required or the Board is required or permitted to take some action, such approval shall be given or such action shall be taken by the Board Representative, and the City and the Trustee shall be authorized to act on any such approval or action. Any approval shall not be unreasonably withheld or delayed. Whenever under this Second Supplemental Financing Agreement the approval of the City is required or the City is required or permitted to take some action, such approval shall be given or such action shall be taken by the City Representative, and the Board and the Trustee shall be authorized to act on any such approval or action. Section Notices. All notices, certificates or other communications hereunder shall be sufficiently given and shall be deemed given when delivered by hand delivery or overnight delivery service or received by registered or certified mail, postage prepaid, return receipt requested, addressed as specified in Section 1101 of the Original Indenture; provided, notices to the Original Purchaser of the Series 2012A Bonds may be given at the address provided by the Original Purchaser. A duplicate copy of each notice, certificate or other communication given hereunder to any party mentioned in said Section 1101 shall be given to all other parties mentioned therein (other than the bondowners unless a copy is required to be furnished to them by other provisions of this Second Supplemental Financing Agreement). The Board, the City or the Trustee may, by notice given hereunder, designate any further or different addresses to which subsequent notices, certificates or other communications shall be sent to it. Section Performance Date Not a Business Day. If any date for the payment of principal of, or redemption premium, if any, or interest on the Series 2012A Bonds or the taking of any -23-

51 other action hereunder is not a Business Day, then such payment shall be due, or such action shall be taken, on the first Business Day thereafter with the same force and effect as if made on the date fixed for payment or performance. Section Binding Effect. This Second Supplemental Financing Agreement shall inure to the benefit of and shall be binding upon the Board and the City and their respective successors and assigns. Section Execution in Counterparts. This Second Supplemental Financing 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. Section No Pecuniary Liability. All covenants, obligations and agreements of the City contained in this Second Supplemental Financing Agreement and the Indenture shall be effective to the extent authorized and permitted by applicable law. No such covenant, obligation or agreement shall be deemed to be a covenant, obligation or agreement of any present or future councilmember, commissioner, director, officer, agent or employee of the City other than in their official capacity. Section Extent of Covenants of the Board; No Personal or Pecuniary Liability. All covenants, obligations and agreements of the Board contained in this Second Supplemental Financing Agreement and the Indenture shall be effective to the extent authorized and permitted by applicable law. No such covenant, obligation or agreement shall be deemed to be a covenant, obligation or agreement of any present or future director, officer, agent or employee of the Board in other than his official capacity, and no official executing the Series 2012A Bonds shall be liable personally on the Series 2012A Bonds or be subject to any personal liability or accountability by reason of the issuance thereof or by reason of the covenants, obligations or agreements of the Board contained in this Second Supplemental Financing Agreement or in the Indenture. No provision, covenant or agreement contained in this Second Supplemental Financing Agreement, the Indenture or the Series 2012A Bonds, or any obligation herein or therein imposed upon the Board, or the breach thereof, shall constitute or give rise to or impose upon the Board a pecuniary liability or a charge. No provision hereof shall be construed to impose a charge against the general credit of the Board or any personal or pecuniary liability upon any director, officer, agent or employee of the Board. Section Ratification of Original Financing Agreement and Incorporation of Terms of Original Financing Agreement. The Original Financing Agreement, as amended and supplemented by this Second Supplemental Financing Agreement and as otherwise amended and supplemented, is in all respects ratified and confirmed and the Original Financing Agreement as so amended and supplemented shall be read, taken and construed as one in the same instrument. Except as herein otherwise expressly provided, all the provisions, definitions, terms and conditions of the Original Financing Agreement, as amended and supplemented by the First Supplemental Financing Agreement, this Second Supplemental Financing Agreement and as otherwise amended and supplemented, shall be deemed to be incorporated in, and made a part of, this Second Supplemental Financing Agreement. All references to this Financing Agreement in the Original Financing Agreement shall be to the Original Financing Agreement as amended and supplemented by the First Supplemental Financing Agreement, this Second Supplemental Financing Agreement and as otherwise amended and supplemented from time to time. Section Complete Agreement. The Board and the City understand that oral agreements or commitments to loan money, extend credit or to forbear from enforcing repayment of a debt including promises to extend or renew such debt are not enforceable. To protect the Board and the City from misunderstanding or disappointment, any agreements the Board and the -24-

52 City reach covering such matters are contained in the Financing Agreement, which is the complete and exclusive statement of the agreement between the Board and the City, except as the Board and the City may later agree in writing to modify the Financing Agreement. Section Severability. If any provision of this Second Supplemental Financing Agreement, or any covenant, stipulation, obligation, agreement, act or action, or part thereof made, assumed, entered into or taken thereunder, or any application of such provision, is for any reason held to be illegal or invalid, such illegality or invalidity shall not affect any other provision of this Second Supplemental Financing Agreement or any other covenant, stipulation, obligation, agreement, act or action, or part thereof, made, assumed, entered into, or taken, each of which shall be construed and enforced as if such illegal or invalid portion were not contained herein. Such illegality or invalidity of any application thereof shall not affect any legal and valid application thereof, and each such provision, covenant, stipulation, obligation, agreement, act or action, or part thereof, shall be deemed to be effective, operative, made, entered into or taken in the manner and to the full extent permitted by law. Section Governing Law. This Second Supplemental Financing Agreement shall be governed by and construed in accordance with the laws of the State of Missouri. Section Third Party Beneficiaries. The Trustee and the bondowners shall be deemed to be third party beneficiaries under this Second Supplemental Financing Agreement. [Remainder of this page intentionally left blank] -25-

53 IN WITNESS WHEREOF, the MISSOURI DEVELOPMENT FINANCE BOARD and the CITY OF BRANSON, MISSOURI have caused this instrument to be executed on their behalf all as of the date first above written. MISSOURI DEVELOPMENT FINANCE BOARD (Seal) By: Executive Director Second Supplemental Financing Agreement MDFB/Branson, MO 2012A S-1

54 CITY OF BRANSON, MISSOURI (Seal) By: Raeanne Presley, Mayor ATTEST: Lisa Westfall, City Clerk Approved as to form: Gilmore & Bell, P.C., Bond Counsel Second Supplemental Financing Agreement MDFB/Branson, MO 2012A S-2

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132 CITY S CONTINUING DISCLOSURE AGREEMENT This CONTINUING DISCLOSURE AGREEMENT, dated as of December 1, 2012 (this Agreement ), is executed and delivered by the CITY OF BRANSON, MISSOURI (the City ) and COMMERCE BANK, as dissemination agent (the Dissemination Agent ). RECITALS 1. This Agreement is executed and delivered in connection with the issuance by the Missouri Development Finance Board (the Issuer ) of $33,450,000 Infrastructure Facilities Revenue Bonds (City of Branson, Missouri Branson Landing Project) Series 2012A (the Series 2012A Bonds ), pursuant to a Bond Trust Indenture, dated as of June 1, 2004 (the Original Indenture ), as supplemented by the Supplement to Bond Trust Indenture, dated as of August 1, 2005 (the Supplement ), the First Supplemental Bond Trust Indenture, dated as of September 1, 2005 (the First Supplemental Indenture ), and the Second Supplemental Bond Trust Indenture, dated as of December 1, 2012 (the Second Supplemental Indenture, and collectively with the Original Indenture, the Supplement and the First Supplemental Indenture, the Indenture ), between the Issuer and Commerce Bank, as trustee (the Trustee ). 2. The City and the Dissemination Agent are entering into this Agreement for the benefit of the Bondholders (defined below) and in order to assist Piper Jaffray & Co. (the Underwriter ), as the original underwriter of the Series 2012A Bonds, in complying with the Rule (defined below) of the Securities and Exchange Commission (the SEC ). AGREEMENT In consideration of the mutual covenants and agreements herein, the City and the Dissemination Agent covenant and agree as follows: Section 1. Definitions. Any capitalized term not defined in this Agreement shall have the definition set forth in the Indenture or the Official Statement relating to the Series 2012A Bonds (the Official Statement ). In addition, the following capitalized terms shall have the following meanings: Annual Report means any Annual Report provided by the City pursuant to, and as described in, Section 2(a)(i) of this Agreement. Bondholders means any registered owner of any Series 2012A Bonds and any person which (a) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Series 2012A Bonds (including persons holding Series 2012A Bonds through nominees, depositories or other institutions), or (b) is treated as the owner of any Series 2012A Bonds for federal income tax purposes. EMMA means the Electronic Municipal Market Access system for municipal securities disclosures established and maintained by the MSRB, which can be accessed at Material Events means any of the events listed in Section 3(a) of this Agreement. MSRB means the Municipal Securities Rulemaking Board, or any successor repository designated as such by the Securities and Exchange Commission in accordance with the Rule.

133 Rule means Rule 15c2-12(b)(5) adopted by the SEC under the Securities Exchange Act of 1934, as the same may be amended from time to time. Section 2. (a) and operating data: Provision of Financial Information and Operating Data This Agreement contemplates provision of the following financial information (i) The City shall, or shall cause the Dissemination Agent to, not later than 180 days after the end of the City s fiscal year, commencing with the fiscal year ending December 31, 2012 file with the MSRB through EMMA the following financial information and operating data (the Annual Report ): (1) The audited financial statements of the City for the prior fiscal year (the Annual Reporting Period )(or unaudited financial statements if the audited financial statements are not timely available). (2) operation and revenue information regarding the Convention Center, including, but not limited to, (A) the annual number of events, (B) the total annual visitors, (C) the total daily attendance, (D) overnight stay attendance, (E) the annual daily rent averages, (F) the annual revenues derived from space rental, food and beverage and equipment and services, (G) departmental expenses (including space rental, food and beverage, and equipment and services), (H) operating expenses (including salaries and benefits, utilities, repair and maintenance, etc.), (I) net operating income (loss), (J) additional marketing program costs, and (K) taxable admissions. (ii) The Dissemination Agent shall provide to the City, not later than 45 days after the end of each calendar year, if received by the Dissemination Agent from HCW Development Company, L.L.C., or any successor thereto as master developer of the Redevelopment Project (the Developer ), the following information required to be provided by the Developer pursuant to the Developer s Continuing Disclosure Agreement, dated as of September 1, 2005, between the Developer and the Disclosure Agent and/or that certain Developer s Continuing Disclosure Agreement, dated August 1, 2005, between the Developer and the Dissemination Agent, related to the $18,560,000 principal amount of The Industrial Development Authority of The City of Branson, Missouri Limited Tax Obligation Tax Increment Revenue Bonds, Series 2005A (Branson Landing Retail Project): (1) leasing and sales information regarding the retail sites in the Redevelopment Project, the percentage of leasable space under lease agreements, the parties to such agreements and intended retailers, the percentage of leasable space which is subject to a letter of intent to lease, the percentage of leasable space for which lease negotiations are in progress, and the percentage of any remaining leasable space (not subject to a lease agreement, letter of intent or negotiations); (2) whether during the previous calendar quarter, the zoning classification for any parcel comprising the Redevelopment Area has changed and, if so, describing in reasonable detail the effect of such change; (3) a statement as to the existence of any material legislative, administrative or judicial challenge to the knowledge of the Developer to the construction or operation of the Redevelopment Project; 2

134 (4) whether during the previous period, ownership or identity of the lessee of any parcel comprising the Redevelopment Area has changed and, if so, identifying the transferee and indicating whether such transferee is an affiliate; (5) the receipt by the Developer of formal written notice of default under the Redevelopment Agreement or under the Financing Agreement; (6) a statement as to material changes, if any, in the form, organization or ownership of the Developer; and (7) a description of any material modification (as determined by the Developer) of the Redevelopment Agreement or the Financing Agreement as it pertains to Redevelopment Project. (iii) The Dissemination Agent shall report to the City, immediately upon receipt from the Developer (who shall report such significant events whenever it obtains actual knowledge of such occurrence) of notice of any of the following events: (1) material damage to or destruction of any of the Redevelopment Project or improvements within the Redevelopment Area; (2) material default by the Developer or any affiliate thereof on any loan with respect to the construction or permanent financing of the Redevelopment Project; (3) payment default by the Developer or any affiliate thereof on any loan to such party with respect to the construction or permanent financing of the Redevelopment Project (whether or not such loan is secured by property within the Redevelopment Area); (4) the filing by or against the Developer or any affiliate thereof, any member or manager of the Developer or any owners of more than 25% interest in the Developer of any petition or other proceeding under any bankruptcy, insolvency or similar law or any determination that the Developer or an owner of interest in the Developer or a subsidiary of the Developer or any affiliate thereof is unable to pay its debts as they become due; (5) the filing of any lawsuit with a claim for damages in excess of $1,000,000 against the Developer which may materially adversely affect the financial condition of the Developer; (6) the failure by the Developer or any affiliate thereof to pay any ad valorem taxes or Payments in Lieu of Taxes with respect to property in the Redevelopment Area owned by the Developer or any affiliate thereof; (7) the filing by the Developer or any affiliate thereof of any appeal of assessed valuation with respect to property in the Redevelopment Area that is owned by the Developer or any affiliate thereof which appeal, if successful, would cause the tax liability owed on such property to decrease by more than 5%; 3

135 (8) change in ownership of any parcel in the Redevelopment Area owned by the Developer or any of its affiliates, unless the transferee is also an affiliate of the Developer; (9) material default by the Developer or any affiliate thereof of any loan with respect to the construction or permanent financing of all or a portion of the Redevelopment Project; (10) material default by the Developer or any affiliate thereof on any loan secured by any interest in property in the Redevelopment Area leased or owned by the Developer or any affiliate thereof; or (11) payment default by the Developer or any affiliate thereof on any loan to such party with respect to the construction and permanent financing of all or any portion of the Redevelopment Project (whether or not such loan is secured by an interest in property in the Redevelopment Area). (iv) Any of the items listed above may be included by specific reference to other documents, including official statements of debt issues with respect to which the City is an obligated person (as defined by the Rule), which have been filed with the MSRB or the SEC. If the document included by reference is a final official statement, it must be available from the Municipal Securities Rulemaking Board. The City shall clearly identify each such other document so included by reference. In each case, the Annual Reports described under Section 2(a)(i) may be submitted as a single document or as separate documents comprising a package, and may crossreference other information as provided in this Section 2; provided that the audited financial statements of the City may be submitted separately from the balance of the Annual Report and later than the date required above for the filing of the Annual Report if they are not available by that date. If the City s fiscal year changes, it shall cause the Dissemination Agent to give notice of such change in the same manner as for a Material Event under Section 3(d). (b) Not later than the dates specified in Section 2(a) hereof for providing the Annual Report to the MSRB, the City shall either provide the Annual Report to the Dissemination Agent with instructions to file the Annual Report as specified in Section 2(a) hereof or provide a written certification that the City (or another entity on behalf of the City) has provided the Annual Report to the MSRB. (c) If the Dissemination Agent has not received the Annual Report with written instructions to file the same or has not received a written notice from the City that it has provided the Annual Report to the MSRB by the dates required in Section 2(b) hereof, the Dissemination Agent shall send a notice to the MSRB in substantially the form attached as Exhibit A hereto. (d) The Dissemination Agent shall: (i) Notify the City each year not later than 30 days prior to the date for providing the Annual Report to the MSRB, of the date on which the City s Annual Report must be provided to Dissemination Agent or the MSRB; and (ii) unless the City has certified in writing that the City (or another entity on behalf of the City) has provided the Annual Report to the MSRB, then promptly following receipt of the Annual Report and instructions required in Section 2(b) above, file a report with the City 4

136 and (if the Dissemination Agent is not the Trustee) the Trustee certifying that the Annual Report has been provided pursuant to this Agreement and stating the date it was filed. Section 3. Reporting of Material Events. (a) No later than 10 business days after the occurrence of any of the following events, the City shall give, or cause to be given, to the MSRB notice of the occurrence of any of the following events with respect to the Series 2012A Bonds ( Material Events ): (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 2012A Bonds, or other material events affecting the tax status of the Series 2012A Bonds; (7) modifications to rights of bondholders, if material; (8) bond calls, if material, and tender offers; (9) defeasances; (10) release, substitution or sale of property securing repayment of the Series 2012A Bonds, if material; (11) rating changes; (12) bankruptcy, insolvency, receivership or similar event of the obligated person; (13) the consummation of a merger, consolidation, or acquisition involving the obligated person or the sale of all or substantially all of the assets of the obligated person, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; and (14) appointment of a successor or additional trustee or the change of name of the trustee, if material. (b) The Dissemination Agent shall, promptly after obtaining actual knowledge of the occurrence of any event that it believes may constitute a Material Event, contact the City Administrator or his or her designee, or such other person as the City shall designate in writing to the Dissemination Agent from time to time, inform such person of the event, and request that the City promptly notify the Dissemination Agent in writing whether or not to report the event pursuant to Section 3(d). If in response to a request under this Section 3(b), the City determines that the event does not constitute a Material 5

137 Event, the City shall so notify the Dissemination Agent in writing and instruct the Dissemination Agent whether or not to report the occurrence pursuant to Section 3(d). (c) Whenever the City obtains knowledge of the occurrence of a Material Event, because of a notice from the Dissemination Agent pursuant to Section 3(b) or otherwise, the City shall promptly notify and instruct the Dissemination Agent in writing to report the occurrence pursuant to Section 3(d). (d) If the Dissemination Agent receives written instructions from the City to report the occurrence of a Material Event, the Dissemination Agent shall promptly file a notice of such occurrence with the MSRB, with a copy to the City. Notwithstanding the foregoing, notice of Material Events described in Sections 3(a)(8) and (9) need not be given under this subsection any earlier than the notice (if any) of the underlying event is given to the Owners of affected Series 2012A Bonds pursuant to the Indenture. Section 4. Termination of Reporting Obligation. The City s obligations under this Agreement shall terminate upon the legal defeasance, prior redemption or payment in full of all of the Series 2012A Bonds. If the City s obligations under this Agreement are assumed in full by some other entity, such Person shall be responsible for compliance with this Agreement in the same manner as if it were the City, and the City shall have no further responsibility hereunder. If such termination or substitution occurs prior to the final maturity of the Series 2012A Bonds, the City shall cause the Dissemination Agent to give notice of such termination or substitution in the same manner as for a Material Event under Section 3(d). Section 5. Dissemination Agent. The City may, from time to time, appoint or engage a Dissemination Agent to assist it in carrying out its obligations under this Agreement, and may discharge any such Agent, with or without appointing a successor Dissemination Agent. The Dissemination Agent may resign at any time upon giving 30 days prior written notice to the City. The Dissemination Agent shall not be responsible in any manner for the content of any notice or report (including, without limitation, the Annual Report) prepared by the City pursuant to this Agreement. Section 6. Amendment; Waiver. Notwithstanding any other provision of this Agreement, the City and the Dissemination Agent may amend this Agreement and any provision of this Agreement may be waived, provided that Bond Counsel or other counsel experienced in federal securities law matters provides the City and the Dissemination Agent with its written opinion that the undertaking of the City contained herein, as so amended or after giving effect to such waiver, is in compliance with the Rule and all current amendments thereto and interpretations thereof that are applicable to this Agreement. In the event of any amendment or waiver of a provision of this Agreement, the City shall describe such amendment or waiver in the next Annual Report, and shall include, as applicable, a narrative explanation of the reason for the amendment or waiver and its impact on the type (or, in the case of a change of accounting principles, on the presentation) of financial information being presented by the City. In addition, if the amendment relates to the accounting principles to be followed in preparing financial statements, (1) notice of such change shall be given in the same manner as for a Material Event under Section 3(d), and (2) the Annual Report for the year in which the change is made should present a comparison (in narrative form and also, if feasible, in quantitative form) between the financial statements as prepared on the basis of the new accounting principles and those prepared on the basis of the former accounting principles. Section 7. Additional Information. Nothing in this Agreement shall be deemed to prevent the City from disseminating any other information, using the means of dissemination set forth in this 6

138 Agreement or any other means of communication, or including any other information in any Annual Report or notice of occurrence of a Material Event, in addition to that which is required by this Agreement. If the City chooses to include any information in any Annual Report or notice of occurrence of a Material Event, in addition to that which is specifically required by this Agreement, the City shall have no obligation under this Agreement to update such information or include it in any future Annual Report or notice of occurrence of a Material Event. Section 8. Default. In the event of a failure of the City or the Dissemination Agent to comply with any provision of this Agreement, the Trustee may (and, at the request of the Underwriter or the Owners of at least 25% aggregate principal amount of Outstanding Series 2012A Bonds, upon receipt of satisfactory indemnity, shall), or any Bondholder may take such actions as may be necessary and appropriate, including seeking mandamus or specific performance by court order, to cause the City or the Dissemination Agent, as the case may be, to comply with its obligations under this Agreement. A default under this Agreement shall not be deemed an Event of Default under the Indenture or the Financing Agreement, and the sole remedy under this Agreement in the event of any failure of the City or the Dissemination Agent to comply with this Agreement shall be an action to compel performance. Section 9. Duties of Dissemination Agent. The Dissemination Agent shall have only such duties as are specifically set forth in this Agreement. Section 10. Notices. Any notices or other communications to or among any of the parties to this Agreement shall be sufficiently given and shall be deemed given upon receipt if personally delivered or mailed by certified mail, return receipt requested or by facsimile or by , receipt confirmed by telephone, or delivered in person or by overnight courier, and will be deemed given on the second day following the date on which the notice or communication is so mailed. To the City: To the Dissemination Agent: City of Branson, Missouri P.O. Box W. Maddux Branson, Missouri Attention: Finance Director Telephone: Fax: jrouch@bransonmo.gov Commerce Bank 922 Walnut Street, 10 th Floor Kansas City, Missouri Attention: Corporate Trust Department Telephone: Fax: teresa.dolson@commercebank.com Any person may, by written notice to the other persons listed above, designate a different address to which subsequent notices or communications should be sent. Section 11. Beneficiaries. This Agreement shall inure solely to the benefit of the City, the Trustee, the Dissemination Agent, the Underwriter, and Bondholders from time to time of the Series 2012A Bonds, and shall create no rights in any other person or entity. 7

139 Section 12. Severability. If any provision in this Agreement, the Indenture or the Series 2012A Bonds 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. 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. Section 14. Electronic Transactions. The arrangement described herein may be conducted and related documents may be stored by electronic means. Copies, telecopies, facsimiles, electronic files and other reproductions of original documents shall be deemed to be authentic and valid counterparts of such original documents for all purposes, including the filing of any claim, action or suit in the appropriate court of law. Section 15. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Missouri. [Remainder of Page Intentionally Left Blank.] 8

140 IN WITNESS WHEREOF, the City and the Dissemination Agent have caused this Continuing Disclosure Agreement to be executed as of the day and year first above written. CITY OF BRANSON, MISSOURI By: Name: Raeanne Presley Title: Mayor 9

141 COMMERCE BANK, as Dissemination Agent By: Name: Title: 10

142 EXHIBIT A NOTICE OF FAILURE TO FILE ANNUAL REPORT Name of Issuer: Name of Reporting Entity: Name of Issue: Missouri Development Finance Board (the Issuer ) City of Branson, Missouri (the City ) $33,450,000 Infrastructure Facilities Revenue Bonds (City of Branson, Missouri Branson Landing Project) Series 2012A Date of Issuance: December 6, 2012 NOTICE IS HEREBY GIVEN that the City has not provided an Annual Report with respect to the above-named Series 2012A Bonds as required by the Agreement, dated as of December 1, 2012, between the City and Commerce Bank, as Dissemination Agent. The City has notified the Dissemination Agent that the City anticipates that the Annual Report will be filed by. Dated: COMMERCE BANK, as Dissemination Agent on behalf of the City of Branson, Missouri By: Name: Title: cc: City of Branson, Missouri A-1

143 BOND PURCHASE AGREEMENT November 15, 2012 Missouri Development Finance Board Jefferson City, Missouri City of Branson, Missouri Branson, Missouri Re: $33,450,000 Missouri Development Finance Board Infrastructure Facilities Revenue Bonds (City of Branson, Missouri Branson Landing Project) Series 2012A Ladies and Gentlemen: On the basis of the representations, warranties and covenants and upon the terms and conditions contained in this Bond Purchase Agreement, the undersigned, Piper Jaffray & Co. (the Underwriter ), hereby offers to purchase $33,450,000 Missouri Development Finance Board Infrastructure Facilities Revenue Bonds (City of Branson, Missouri Branson Landing Project) Series 2012A (the Bonds ) to be issued by the Missouri Development Finance Board (the Board ) under and pursuant to the Bond Trust Indenture dated as of June 1, 2004, as amended (the Indenture ), including by a Second Supplemental Bond Trust Indenture dated as of December 1, 2012 (the Second Supplemental Indenture ), all by and between the Board and Commerce Bank, as Trustee (the Trustee ). Capitalized terms used herein and not otherwise defined have the meanings set forth in the Indenture. The Board and the City of Branson, Missouri (the City ) acknowledge and agree that: (a) the primary role of the Underwriter, as an underwriter, is to purchase securities for resale to investors in an arms-length commercial transaction between the Board, the City and the Underwriter and that the Underwriter has financial and other interests that differ from those of the Board and the City, (b) the Underwriter is not acting as a municipal advisor, financial advisor or fiduciary to the Board or the City and has not assumed any advisory or fiduciary responsibility to the Board or the City with respect to the transaction contemplated hereby and the discussions, undertakings and proceedings leading thereto (irrespective of whether the Underwriter has provided other services or is currently providing other services to the Board or the City on other matters), (c) the only obligations the Underwriter has to the Board or the City with respect to the transaction contemplated hereby expressly are set forth in this Bond Purchase Agreement and (d) the Board and the City have consulted their own legal, accounting, tax, financial and other advisors, as applicable, to the extent they have deemed appropriate in connection with the transaction contemplated herein. SECTION 1. YOUR REPRESENTATIONS, WARRANTIES AND AGREEMENTS A. BOARD. By acceptance hereof, the Board hereby represents and warrants to, and agrees with, the Underwriter that: (a) The Board is a body corporate and politic duly organized and existing under the laws of the State of Missouri authorized and empowered under the Missouri Development Finance Board Act,

144 Sections to , inclusive, of the Revised Statutes of Missouri, as amended ( Act ), to issue revenue bonds for the purpose of providing funds to finance and refinance the costs of certain projects as defined in the Act (which includes infrastructure facilities as defined in the Act) and to pay certain costs related to the issuance of such revenue bonds, with lawful power and authority to enter into the Indenture acting by and through its duly authorized officers and to purchase the Bonds as contemplated hereunder. (b) The Board has complied with all provisions of the Constitution and the laws of the State of Missouri, including the Act, and has full power and authority to consummate all transactions contemplated by this Bond Purchase Agreement, the Bonds, the Indenture, the Financing Agreement dated as of June 1, 2004, as amended (the Financing Agreement ), including by a Second Supplemental Financing Agreement dated as of December 1, 2012 (the Second Supplemental Financing Agreement ) all between the Board and the City of Branson, Missouri (the City ), the Tax Compliance Agreement dated as of December 1, 2012 (the Tax Compliance Agreement ), among the Board, the City and the Trustee, the Continuing Disclosure Agreement dated as of December 1, 2012 between the City and dissemination agent named therein, the Escrow Trust Agreement dated December 1, 2012 (the Escrow Agreement ), among the Board, City and Commerce Bank as escrow agent, and any and all other agreements relating thereto (all such documents being referred to collectively as the Bond Documents ). (c) The Board has duly authorized all necessary action to be taken by the Board for (i) the issuance and sale of the Bonds upon the terms set forth herein and in the Indenture and the final Official Statement dated November 15, 2012, to be prepared from the Preliminary Official Statement dated November 7, 2012 (the Official Statement ); (ii) the execution and delivery of the Indenture providing for the issuance of and security for the Bonds (including the pledge and assignment by the Board of the payments to be received pursuant to the Financing Agreement in the amounts sufficient to pay the principal of, redemption premium, if any, and interest on the Bonds) and appointing the Trustee as trustee, paying agent and bond registrar under the Indenture; (iii) the approval of the Official Statement; (iv) the refunding of the Refunded Bonds as described in the Official Statement; (v) the execution, delivery, receipt and due performance of the Bond Documents and any and all such other agreements and documents as may be required to be executed, delivered and received by the Board in order to carry out, give effect to and consummate the transactions contemplated hereby and by the Official Statement; and (vi) the carrying out, giving effect to and consummation of the transactions contemplated hereby and by the Bond Documents and the Official Statement. Executed counterparts of the Bond Documents and the Official Statement will be delivered to the Underwriter by the Board at the Closing Time. (d) There is no action, suit, proceeding, inquiry or investigation at law or in equity or before or by any court, public board or body pending or, to the knowledge of the Board, threatened against or affecting the Board (or, to the knowledge of the Board, any basis therefor) wherein an unfavorable decision, ruling or finding would adversely affect the transactions contemplated hereby or by the Bond Documents and the Official Statement or the validity of the Bond Documents or any agreement or instrument to which the Board is a party and which is used or contemplated for use in the consummation of the transactions contemplated hereby or by the Bond Documents or the Official Statement. (e) The execution and delivery of the Official Statement, the Bond Documents and the other agreements contemplated hereby and by the Bond Documents and the Official Statement, and compliance with the provisions thereof, will not conflict with or constitute on the part of the Board, a breach of or a default under any existing law, court or administrative regulation, decree or order or any agreement, indenture, mortgage, lease or other instrument to which the Board is subject or by which the Board is or may be bound. -2-

145 (f) Any certificate signed by any of the authorized officials of the Board and delivered to the Underwriter shall be deemed a representation and warranty by the Board to the Underwriter as to the statements made therein. (g) The Board will deliver or cause to be delivered all opinions, certificates and other documents, as provided herein, including, but not limited to, an opinion of its counsel dated as of the Closing Date covering, among other things, the due authorization, execution and delivery by the Board of this Bond Purchase Agreement and the documents to which the Board is a party. (h) No event has occurred and is continuing which with the lapse of time or the giving of notice, or both, would constitute a default, Event of Default, or event of default under and as defined in any of the Bond Documents. B. CITY. By acceptance hereof the City hereby represents and warrants to, and agrees with, the Underwriter that: (a) The City is a 4 th class city and political subdivision organized and existing under the laws of the State of Missouri. The City is authorized to enter into this Bond Purchase Agreement. (b) The City has complied with all provisions of the Constitution and the laws of the State of Missouri and has full power and authority to consummate all transactions contemplated by the Bond Documents and the Official Statement and any and all other agreements relating thereto. (c) The information contained in the Official Statement (other than the information supplied by the Board, DTC or the Underwriter) is and as of the Closing Time will be, true and does not omit and will not omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading. (d) The City has duly authorized all necessary action to be taken by the City for (i) the approval of the Official Statement; (ii) the execution, delivery, receipt and due performance of the Bond Documents to which it is a party and any and all such other agreements and documents as may be required to be executed, delivered and received by the City in order to carry out, give effect to and consummate the transactions contemplated hereby, by the other Bond Documents and by the Official Statement; and (iii) the carrying out, giving effect to and consummation of the transactions contemplated hereby, by the other Bond Documents and by the Official Statement. Executed counterparts of the Bond Documents to which the City is a party will be delivered to the Underwriter by the City at the Closing Time. (e) There is no action, suit, proceeding, inquiry or investigation at law or in equity or before or by any court, public board or body pending or, to the knowledge of the City, threatened against or affecting the City (or, to its knowledge, any basis therefor) wherein an unfavorable decision, ruling or finding would adversely affect the transactions contemplated hereby, by the other Bond Documents or by the Official Statement or the validity of any of the Bond Documents or any agreement or instrument to which the City is a party and which is used or contemplated for use in the consummation of the transactions contemplated hereby, by the other Bond Documents or by the Official Statement. (f) The execution and delivery of the Official Statement, the Bond Documents to which the City is a party and the other agreements contemplated hereby, or by the other Bond Documents or the Official Statement, and compliance with the provisions thereof, will not conflict with or constitute on the part of the City a violation, a breach of or a default under any existing law, court or administrative -3-

146 regulation, decree or order or any agreement, indenture, mortgage, lease or other instrument to which it is subject or by which it is or may be bound. (g) Any certificate signed by any of the authorized officials of the City and delivered to the Underwriter shall be deemed a representation and warranty by the City to the Underwriter as to the statements made therein. (h) The City will deliver or cause to be delivered all opinions, certificates and other documents, as provided herein, including, but not limited to, an opinion of its counsel dated as of the Closing Date covering, among other things, the due authorization, execution and delivery by the City of this Bond Purchase Agreement and the documents to which the City is a party. (i) No event has occurred and is continuing which with the lapse of time or the giving of notice, or both, would constitute default, Event of Default, or event of default under and as defined in the documents to which the City is a party. SECTION 2. PURCHASE, SALE AND DELIVERY OF THE BONDS On the basis of the representations and agreements contained herein, but subject to the terms and conditions herein set forth, the Underwriter hereby agrees to purchase from the Board and the Board hereby agrees to sell to the Underwriter, $33,450,000 aggregate principal amount of the Bonds at an aggregate purchase price of $33,984, (the par amount of the Bonds plus net premium of $701,514.50, less underwriter's discount of $167,250.00). The Bonds shall be issued under and secured as provided in the Indenture, and the Bonds shall have the maturities, interest rates and initial offering prices and be subject to redemption as set forth in Exhibit A attached hereto. Payment for the Bonds shall be made by federal wire transfer or certified or official bank check or draft in immediately available federal funds payable to the order of the Trustee for the account of the Board, at the offices of the Trustee, not later than 11:00 a.m., local time, on December 6, 2012, or such other place, time or date as shall be mutually agreed upon by the Board, the City and the Underwriter. The date of such delivery and payment is herein called the Closing Date, and the hour and date of such delivery and payment is herein called the Closing Time. The delivery of the Bonds shall be made in book-entry only form, bearing CUSIP numbers (provided neither the printing of a wrong number on any Bond nor the failure to print a number thereon shall constitute cause to refuse delivery of any Bond) as fully registered bonds (in such denominations as the Underwriter shall specify in writing at least 48 hours prior to the Closing Time); provided, however, that the Bonds may be delivered in temporary form. SECTION 3. CONDITIONS TO THE PURCHASER S OBLIGATIONS The Underwriter s obligations hereunder shall be subject to the due performance by the Board and the City of their obligations and agreements to be performed hereunder at or prior to the Closing Time and to the accuracy of and compliance with the Board s and the City s representations and warranties contained herein, as of the date hereof and as of the Closing Time, and are also subject to the following conditions: (a) Within seven business days after the date of this Bond Purchase Agreement, the Board and the City shall provide to the Underwriter sufficient copies of the Official Statement to enable the Underwriter to comply with the requirements of Rule 15c2-12(b)(4) of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, and with the requirements of Rule G-32 of the Municipal Securities Rulemaking Board. -4-

147 (b) The Bond Documents shall each have been duly authorized, executed and delivered in the form heretofore approved by the Underwriter with only such changes therein as shall be mutually agreed upon by the Board, the Underwriter and the City. (c) At the Closing Time, the Underwriter shall receive: (1) The opinions in form and substance satisfactory to the Underwriter, dated as of the Closing Date, of (a) Gilmore & Bell, P.C., Bond Counsel, relating to the due organization and existence of the Board, the valid authorization and issuance of the Bonds, the due authorization, execution and delivery by the Board of the Indenture, the Financing Agreement and the Tax Compliance Agreement, the exclusion of interest on the Bonds from gross income for federal income tax purposes and certain other matters; and (b) the City s counsel, relating to the due organization and existence of the City, the due authorization, execution and delivery of the Bond Documents to the extent the City is a party and the other agreements described in the Official Statement to be executed by the City; (2) A certificate, in form and substance satisfactory to the Underwriter, of the Chairman, Vice Chairman or Executive Director of the Board or of any other of its duly authorized officers satisfactory to the Underwriter, dated as of the Closing Date; (3) A certificate, in form and substance satisfactory to the Underwriter, of the City, dated as of the Closing Date; (4) Such additional certificates and other documents as the Underwriter may reasonably request to evidence performance or compliance with the provisions hereof and the transactions contemplated hereby and by the Bond Documents and the Official Statement, all such certificates and other documents to be satisfactory in form and substance to the Underwriter. SECTION 4. CONDITIONS TO THE OBLIGATIONS OF THE BOARD AND THE CITY The obligations of the Board and the City hereunder are subject to the Underwriter s performance of its obligations hereunder. SECTION 5. THE PURCHASER S RIGHT TO CANCEL The Underwriter shall have the right to cancel its obligations hereunder to purchase the Bonds by notifying you in writing or by telegram of its election to make such cancellation prior to the Closing Time, if at any time prior to the Closing Time: (a) A committee of the House of Representatives or the Senate of the Congress of the United States shall have pending before it legislation which, if enacted in its form as introduced or as amended, would have the purpose or effect of imposing federal income taxation upon revenues or other income of the general character to be derived by the Board or by any similar body or upon interest received on obligations of the general character of the Bonds, or the Bonds, which, in the Underwriter s opinion, materially adversely affects the market price of the Bonds; (b) A tentative decision with respect to legislation shall be reached by a committee of the House of Representatives or the Senate of the Congress of the United States, or legislation shall be favorably reported by such a committee or be introduced, by amendment or otherwise, in or be passed by the House of Representatives or the Senate, or be recommended to the Congress of the United States for -5-

148 passage by the President of the United States, or be enacted by the Congress of the United States, or a decision by a court established under Article III of the Constitution of the United States or the Tax Court of the United States shall be rendered, or a ruling, regulation or order of the Treasury Department of the United States or the Internal Revenue Service shall be made or proposed having the purpose or effect of imposing federal income taxation, or any other event shall have occurred which results in the imposition of federal income taxation, upon revenues or other income of the general character to be derived by the Board or by any similar body or upon interest received on obligations of the general character of the Bonds, or the Bonds, which, in the Underwriter s opinion, materially and adversely affects the market price of the Bonds; (c) Any legislation, ordinance, rule or regulation shall be introduced in or be enacted by the General Assembly of the State of Missouri or by any other governmental body, department or agency of the State of Missouri, or a decision by any court of competent jurisdiction within the State of Missouri shall be rendered which, in the Underwriter s opinion, materially and adversely affects the market price of the Bonds, or litigation challenging the law Act under which the Bonds are to be issued shall be filed in any court in the State of Missouri; (d) A stop order, ruling, regulation or official statement by, or on behalf of, the Securities and Exchange Commission or any other governmental agency having jurisdiction of the subject matter shall be issued or made to the effect that the issuance, offering or sale of obligations of the general character of the Bonds, or the issuance, offering or sale of the Bonds, including all underlying obligations, as contemplated hereby or by the Official Statement, is in violation or would be in violation of any provision of the federal securities laws, the Securities Act of 1933, as amended and as then in effect, or the registration provisions of the Securities Exchange Act of 1934, as amended and as then in effect, or the qualification provisions of the Trust Indenture Act of 1939, as amended and as then in effect; (e) Legislation shall be enacted by the Congress of the United States of America, or a decision by a court of the United States of America shall be rendered, to the effect that obligations of the general character of the Bonds, or the Bonds, including all the underlying obligations, are not exempt from registration under or from other requirements of the Securities Act of 1933, as amended and as then in effect, or the Securities Exchange Act of 1934, as amended and as then in effect, or that the Indenture is not exempt from qualification under, or other requirements of, the Trust Indenture Act of 1939, as amended and as then in effect; (f) Any event shall have occurred, or information become known, which, in the Underwriter s opinion, makes untrue in any material respect any statement or information contained in the Official Statement as originally circulated, or has the effect that the Official Statement as originally circulated contains an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading; (g) Additional material restrictions not in force as of the date hereof shall have been imposed upon trading in securities generally by any governmental authority or by any national securities exchange; (h) The New York Stock Exchange or any other national securities exchange, or any governmental authority, shall impose, as to the Bonds or obligations of the general character of the Bonds, any material restrictions not now in force, or increase materially those now in force, with respect to the extension of credit by, or the charge to the net capital requirements of, the Underwriter; (i) Any general banking moratorium shall have been established by federal, New York or Missouri authorities; or -6-

149 (j) A war involving the United States shall have been declared, or any conflict involving the armed forces of the United States shall have escalated, or any other national emergency relating to the effective operation of government or the financial community shall have occurred, which, in the Underwriter s opinion, materially adversely affects the market price of the Bonds. SECTION 6. REPRESENTATIONS, WARRANTIES AND AGREEMENTS TO SURVIVE DELIVERY All of the Board s and the City s representations, warranties, and agreements shall remain operative and in full force and effect, regardless of any investigations made by the Underwriter on its own behalf, and shall survive delivery of the Bonds to the Underwriter. SECTION 7. PAYMENT OF EXPENSES Whether or not the Bonds are sold by the Board to the Underwriter (unless such sale be prevented at the Closing Time by the Underwriter s default), the Underwriter shall be under no obligation to pay any expenses incident to the performance of the obligations of the Board and the City hereunder. If the Bonds are sold by the Board to the Underwriter, all expenses and costs to effect the authorization, preparation, issuance, delivery and sale of the Bonds (including, without limitation, the fees and disbursements of Gilmore & Bell, P.C., as Bond Counsel, the fees and disbursements of the Underwriter, in connection with the offering and sale of the Bonds and the expenses and costs for the preparation, printing, photocopying, execution and delivery of the Bonds, the Official Statement, this Bond Purchase Agreement and all other agreements and documents contemplated hereby) shall be paid by the City out of the proceeds of the Bonds. If the Bonds are not sold by the Board to the Underwriter, the City will not be liable for any of such expenses and costs. SECTION 8. USE OF OFFICIAL STATEMENT The Board and the City hereby ratify and confirm the Underwriter s use of the Preliminary Official Statement dated November 7, 2012; and the Board and the City authorize the use of, and will make available, the Official Statement for the use by the Underwriter in connection with the sale of the Bonds. SECTION 9. AGREEMENT TO NOTIFY UNDERWRITER OF NEED TO SUPPLEMENT OR AMEND OFFICIAL STATEMENT If, prior to the earlier of (1) 90 days after the end of the underwriting period (as defined in Rule 15c2-12 under the Securities Exchange Act of 1934) or (2) the time when the Official Statement is available to any person from the MSRB, but in no case earlier than 25 days after the end of the underwriting period, any event shall occur as a result of which it is necessary to amend or supplement the Official Statement in order to make the statements therein, in the light of the circumstances existing when the Official Statement is delivered to a purchaser, not materially misleading, or the Official Statement is required to be amended or supplemented to comply with law, the Board (but only with respect to information concerning the Board) and the City shall promptly prepare and furnish, at the expense of the City, to the Underwriter and to the dealers (whose names and addresses the Underwriter will furnish to the Board) to which Bonds may have been sold by the Underwriter and to any other dealers upon request, such amendments or supplements to the Official Statement as may be necessary so that the statements in the Official Statement as so amended or supplemented will not, in the light of the circumstances existing when the Official Statement is delivered to a purchaser of the Bonds, be misleading or so that the Official Statement will comply with law. -7-

150 SECTION 10. NOTICE Any notice or other communication to be given under this Bond Purchase Agreement may be given by mailing or delivering the same in writing to the Missouri Development Finance Board, 200 Madison Street, Suite 1000, Jefferson City, Missouri 65102, Attention: Executive Director; to the City, City Hall, 110 W. Maddux, Branson, Missouri 65615, Attention: Finance Director; and any notice or other communication to be given to the Underwriter under this Bond Purchase Agreement may be given by delivering the same in writing to Piper Jaffray & Co., 8235 Forsyth Blvd., Suite 600, Suite St. Louis, MO 63105, Attention: Michelle Bock. SECTION 11. APPLICABLE LAW: NONASSIGNABILITY This Bond Purchase Agreement shall be governed by the laws of the State of Missouri. This Bond Purchase Agreement shall not be assigned. SECTION 12. EXECUTION OF COUNTERPARTS This Bond Purchase Agreement may be executed in several counterparts, each of which shall be regarded as an original and all of which shall constitute one and the same document. SECTION 13. RIGHTS HEREUNDER This Bond Purchase Agreement is made for the benefit of the Board, the City and the Underwriter and no other person including any purchaser of the Bonds shall acquire or have any rights hereunder or by virtue hereof. SECTION 14. EFFECTIVE DATE This Bond Purchase Agreement shall become effective upon acceptance hereof by the Board and the City. -8-

151 IN WITNESS WHEREOF, the parties hereto have executed this Bond Purchase Agreement, all as of the day and year first above mentioned. Very truly yours, PIPER JAFFRAY & CO. By: Name: Title: Managing Director Accepted and agreed to as of the date first above written. MISSOURI DEVELOPMENT FINANCE BOARD By: Name: Robert V. Miserez Title: Executive Director CITY OF BRANSON, MISSOURI By: Name: Raeanne Presley Title: Mayor Approved as to Form for the City By: Gilmore & Bell, P.C., Special Counsel Bond Purchase Agreement MDFB/Branson -9-

152 EXHIBIT A $33,450,000 Missouri Development Finance Board Infrastructure Facilities Revenue Bonds (City of Branson, Missouri Branson Landing Project) Series 2012A Serial Bonds Maturity (December 1) Principal Amount Interest Rate Price 2013 $1,335, % % ,845, ,900, ,955, ,015, ,075, ,160, ,245, ,550, Term Bonds $7,220,000 Term Bonds due 12/1/2023, Interest Rate: 3.000%, Offering Price: % $8,150,000 Term Bonds due 12/1/2027, Interest Rate: 3.250%, Offering Price: % A-1

153 REDEMPTION PROVISIONS The Bonds are subject to redemption and payment prior to maturity as follows: Optional Redemption. The Bonds maturing on December 1, 2021 and thereafter are subject to redemption and payment prior to maturity, at the option of the Board, which shall be exercised upon written direction from the City, on and after December 1, 2020, in whole or in part at any time at a redemption price equal to the principal amount thereof, plus accrued interest thereon to the redemption date. Mandatory Sinking Fund Redemption. The Bonds maturing on December 1, 2023 are subject to mandatory redemption and payment prior to maturity pursuant to the mandatory redemption requirements on December 1 in each of the years and in the amounts set forth below, at 100% of the principal amount thereof plus accrued interest to the redemption date, without premium: Year Principal Amount 2021 $2,335, ,405, ,480,000* *Final Maturity The Bonds maturing on December 1, 2027 are subject to mandatory redemption and payment prior to maturity pursuant to the mandatory redemption requirements on December 1 in each of the years and in the amounts set forth below, at 100% of the principal amount thereof plus accrued interest to the redemption date, without premium: Year Principal Amount 2025 $2,630, ,715, * 2,805,000 *Final Maturity A-2

154 PRELIMINARY OFFICIAL STATEMENT DATED NOVEMBER 7, 2012 NEW ISSUE (Book Entry Only) Ratings: Standard & Poor s: A In the opinion of Gilmore & Bell, P.C., Bond Counsel, under existing law and assuming continued compliance with certain requirements of the Internal Revenue Code of 1986, as amended (the Code ), (1) the interest on the Series 2012A Bonds (including any original issue discount properly allocable to an owner thereof) is excludable 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, (2) the interest on the Series 2012A Bonds is exempt from income taxation by the State of Missouri and (3) the Series 2012A Bonds have not been designated as qualified tax-exempt obligations within the meaning of Section 265(b)(3) of the Code. See TAX MATTERS in this Official Statement. Dated: Date of Initial Delivery $33,515,000 * Missouri Development Finance Board Infrastructure Facilities Revenue Bonds (City of Branson, Missouri - Branson Landing Project) Series 2012A Due: See Inside Cover The Series 2012A Bonds are issuable only as fully registered bonds, without coupons, and, when issued, will be registered in the name of Cede & Co., as registered owner and nominee for The Depository Trust Company ( DTC ), New York, New York pursuant to the bookentry-only system described herein. DTC will act as securities depository for the Series 2012A Bonds. Beneficial ownership of the Series 2012A Bonds may be acquired in denominations of $5,000 or any integral multiple thereof. Principal of and interest on the Series 2012A Bonds will be paid from moneys available therefor under the Indenture (defined herein) by Commerce Bank (the Trustee ), Kansas City, Missouri, as trustee and paying agent. Interest on the Series 2012A Bonds is payable on each June 1 and December 1, commencing June 1, See inside cover for the maturity schedule. The Series 2012A Bonds are subject to redemption prior to maturity as described herein. See THE SERIES 2012A BONDS Redemption of the Series 2012A Bonds herein. The Series 2012A Bonds are being issued as Additional Bonds under the terms of the Indenture (defined herein). The Series 2012A Bonds will be payable from, and secured by, an assignment and pledge of (1) the Payments (defined herein) by the City of Branson, Missouri (the City ) pursuant to the Financing Agreement (defined herein) between the Missouri Development Finance Board (the Board ) and the City, and (2) any other moneys and securities (except moneys and securities held in the Rebate Fund, the Subsidy Revenue Fund or the debt service reserve fund for the Series 2005A Bonds) from time to time held by the Trustee under the applicable terms of the Indenture. The City s obligation to make Payments on the Series 2012A Bonds is secured by (1) an annual appropriation covenant of the City contained in the Financing Agreement, (2) two Mortgages (defined herein) on the Mortgaged Property as described herein, and (3) if and when realized, a pledge by the City of Pledged Revenues as described herein, all subject to the City's right to issue or cause to be issued Additional Bonds as described herein. The City s annual appropriation covenant obligates the City to make Payments on the Series 2012A Bonds from all legally available moneys of the City but only to the extent it has included such Payments in its annual budget. The Series 2012A Bonds are being issued to advance refund a prior series of Bonds issued under the Indenture (the Refunded Bonds as described herein). The Series 2005A Bonds, a prior series of bonds issued by the Board, are also currently outstanding under the Indenture and are secured on a parity with the Series 2012A Bonds. See SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2012A BONDS and BONDOWNERS RISKS herein. THE SERIES 2012A BONDS ARE SUBJECT TO CERTAIN RISKS. PROSPECTIVE PURCHASERS OF THE SERIES 2012A BONDS SHOULD EVALUATE THE RISKS AND MERITS OF AN INVESTMENT IN THE SERIES 2012A BONDS BEFORE CONSIDERING A PURCHASE OF THE SERIES 2012A BONDS. SEE BONDOWNERS RISKS HEREIN. THE SERIES 2012A BONDS ARE NOT AN INDEBTEDNESS OF BOARD, THE CITY, THE STATE OF MISSOURI OR ANY OTHER POLITICAL SUBDIVISION THEREOF WITHIN THE MEANING OF ANY PROVISION OF THE CONSTITUTION OR LAWS OF THE STATE OF MISSOURI. NEITHER THE FULL FAITH AND CREDIT NOR THE TAXING POWERS OF THE CITY, THE STATE OR ANY OTHER POLITICAL SUBDIVISION THEREOF IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF OR INTEREST ON THE SERIES 2012A BONDS. THE ISSUANCE OF THE SERIES 2012A BONDS SHALL NOT, DIRECTLY, INDIRECTLY OR CONTINGENTLY, OBLIGATE THE CITY, THE STATE OR ANY OTHER POLITICAL SUBDIVISION THEREOF TO LEVY ANY FORM OF TAXATION THEREFORE OR TO MAKE ANY APPROPRIATION FOR THEIR PAYMENT, EXCEPT AS OTHERWISE DESCRIBED HEREIN. THE BOARD HAS NO TAXING POWER. The Series 2012A Bonds are offered when, as and if issued by the Board and accepted by the Underwriter, subject to prior sale, withdrawal or modification of the offer without notice and subject to the approval of their validity by Gilmore & Bell, P.C., Kansas City, Missouri, Bond Counsel, as described herein. Certain legal matters will be passed on for the City by William Duston, City Attorney. Certain legal matters will be passed on for the Board by Gilmore & Bell, P.C., Kansas City, Missouri. It is expected that the Series 2012A Bonds will be available for delivery through DTC in New York, New York on or about December, The date of this Official Statement is November, 2012 * Preliminary, subject to change.