BOND TRUST INDENTURE. Dated as of January 1, Between CITY OF WESTWOOD, KANSAS. and. COMMERCE BANK, Kansas City, Missouri.

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1 BOND TRUST INDENTURE Dated as of January 1, 2014 Between CITY OF WESTWOOD, KANSAS and COMMERCE BANK, Kansas City, Missouri as Bond Trustee $8,000,000 MAXIMUM PRINCIPAL AMOUNT INDUSTRIAL REVENUE BONDS (MIDWEST TRANSPLANT NETWORK, INC.) SERIES 2014A and $7,000,000 MAXIMUM PRINCIPAL AMOUNT TAXABLE INDUSTRIAL REVENUE BONDS (MIDWEST TRANSPLANT NETWORK, INC.) SERIES 2014B

2 TABLE OF CONTENTS Page Parties... 1 Recitals... 1 Granting Clauses... 1 ARTICLE I DEFINITIONS, RULES OF CONSTRUCTION Section 101. Definitions of Words and Terms... 3 Section 102. Rules of Construction ARTICLE II THE BONDS Section 201. Amount of Bonds; Purpose Section 202. Issuance and Payment of the Bonds Section 203. Determination of Interest Rates Section 204. [Reserved] Section 205. Conditions To Delivery of Bonds Section 206. Forms and Denominations of Bonds Section 207. Method and Place of Payment of Bonds Section 208. Execution and Authentication of Bonds Section 209. Registration, Transfer and Exchange of Bonds Section 210. Temporary Bonds Section 211. Mutilated, Lost, Stolen or Destroyed Bonds Section 212. Cancellation and Destruction of Bonds Upon Payment Section 213. Book-Entry; Securities Depository Section 214. Principal Advances; Cumulative Outstanding Principal Amount ARTICLE III REDEMPTION AND TENDER OF BONDS Section 301. Redemption of Bonds Generally Section 302. Redemption of Bonds Section 303. Selection of Bonds to be Redeemed Section 304. Notice and Effect of Call for Redemption Section 305. Tender Agent Section 306. Optional Tenders Section 307. Purchase of Bonds by Tender Agent Section 308. Delivery of Bonds Section 309. Tender of Bonds (i)

3 ARTICLE IV CREATION OF FUNDS AND ACCOUNTS; APPLICATION OF BOND PROCEEDS AND OTHER MONEYS Section 401. Creation of Funds and Accounts Section 402. Deposit of Bond Proceeds and Other Moneys Section 403. Costs of Issuance Fund Section 404. Uses of Moneys in the Project Fund Section 405. Debt Service Fund Section 407. [Reserved] Section 407. Rebate Fund Section 408. Payments Due on Saturdays, Sundays and Holidays Section 409. Non-presentment of Bonds Section 410. Reports From Bond Trustee Section 411. Certain Verifications ARTICLE V DEPOSITARIES OF MONEYS, SECURITY FOR DEPOSITS AND INVESTMENT OF FUNDS Section 501. Moneys to be Held in Trust Section 502. Investment of Moneys Section 503. Record Keeping ARTICLE VI PARTICULAR COVENANTS AND PROVISIONS Section 601. Limited Obligations Section 602. Payment of Principal, Redemption Premium, if any, and Interest Section 603. Authority to Issue Bonds and Execute Bond Indenture Section 604. Performance of Covenants Section 605. Instruments of Further Assurance Section 606. Inspection of Books Section 607. Enforcement of Rights Section 608. Tax Covenants Section 609. Bond Trustee to Provide Information to City Section 610. Opinion of Bond Counsel ARTICLE VII DEFAULT AND REMEDIES Section 701. Events of Default Section 702. Acceleration of Maturity in Event of Default Section 703. Appointment of Receivers in Event of Default Section 704. Exercise of Remedies by the Bond Trustee Section 705. Limitation on Exercise of Remedies by Bondowners Section 706. Right of Bondowners to Direct Proceedings (ii)

4 Section 707. Application of Moneys in Event of Default Section 708. Remedies Cumulative Section 709. Waivers of Events of Default Section 710. Notice of Certain Defaults; Opportunity of City and the Corporation to Cure Such Defaults Section 711. Cancellation of Bonds Owned by Corporation ARTICLE VIII THE BOND TRUSTEE Section 801. Acceptance of Trusts Section 802. Fees, Charges and Expenses of Bond Trustee Section 803. Corporate Trustee Required; Eligibility Section 804. Notice to Bondowners if Default Occurs Section 805. Intervention by Bond Trustee Section 806. Successor Bond Trustee Section 807. Resignation by Bond Trustee Section 808. Removal of Bond Trustee Section 809. Appointment of Successor Bond Trustee Section 810. Acceptance by Any Successor Bond Trustee Section 811. Right of Bond Trustee to Pay Taxes and Other Charges Section 812. Appointment of Co-Bond Trustee Section 813. Bond Trustee s Agent Section 814. Notice to Rating Agencies ARTICLE IX SUPPLEMENTAL BOND INDENTURES Section 901. Supplemental Indentures Not Requiring Consent of Bondowners Section 902. Supplemental Indentures Requiring Consent of Bondowners Section 903. Corporation s Consent to Supplemental Indentures Section 904. Opinion of Bond Counsel ARTICLE X SUPPLEMENTAL LEASE AGREEMENTS Section Supplemental Lease Agreements Not Requiring Consent of Bondowners Section Supplemental Lease Agreements Requiring Consent of Bondowners Section Opinions ARTICLE XI SATISFACTION AND DISCHARGE OF BOND INDENTURE Section Bonds Deemed to be Paid Section Satisfaction and Discharge of the Bond Indenture Section Payment of Bonds After Discharge (iii)

5 Section Reserved Rights in Escrow ARTICLE XII MISCELLANEOUS PROVISIONS Section Consents and Other Instruments by Bondowners Section Limitation of Rights Under the Bond Indenture Section Notices Section Suspension of Mail Service Section Immunity of Officers, Employees and Directors of City Section Limitation on City Obligations Section Severability Section Execution in Counterparts Section Governing Law Section Form and Contents of Documents Delivered to Bond Trustee Schedule 1 - Principal Payment Schedule Exhibit A Exhibit B-1 Exhibit B-2 Exhibit C Exhibit D Exhibit E Exhibit F The Project Form of Series 2014A Bond Form of Series 2014B Bond Form of Disbursement Request Costs of Issuance Fund Form of Disbursement Request Project Fund Form of Notice of Tender of Bonds Form of Investment Letter (iv)

6 BOND TRUST INDENTURE THIS BOND TRUST INDENTURE, dated as of January 1, 2014 (the Bond Indenture ), is between the CITY OF WESTWOOD, KANSAS, a municipal corporation organized and existing under the laws of the State of Kansas (the City ), and COMMERCE BANK, a state-chartered bank duly organized, validly existing and authorized to accept and execute trusts of the character herein set out under the laws of the State of Missouri, and having its corporate trust office located in Kansas City, Missouri, as bond trustee (the Bond Trustee ); RECITALS 1. The City is authorized under the provisions of K.S.A to d, inclusive, as amended (the Act ), to purchase, acquire, construct, improve, equip and remodel certain facilities within its jurisdiction for commercial and recreational development purposes, and to enter into leases and lease-purchase agreements with any person, firm or corporation for said facilities, and to issue revenue bonds for the purpose of paying the cost of any such facilities, and to pledge the income and revenues to be derived from the operation of such facilities to secure the payment of the principal of and interest on such bonds. 2. The City is authorized pursuant to the Act, an Ordinance duly passed by the City on January 9, 2014 and this Bond Indenture to issue (i) up to $8,000,000 aggregate principal amount of its Industrial Revenue Bonds (Midwest Transplant Network, Inc.), Series 2014A (the Series 2014A Bonds ) in installments, and (ii) up to $7,000,000 aggregate principal amount of its Taxable Industrial Revenue Bonds (Midwest Transplant Network, Inc.), Series 2014B (the Series 2014B Bonds, and together with the Series 2014A Bonds, the Bonds ) in installments, for the purpose of (a) constructing, expanding, furnishing and equipping a project, consisting of (the Project ), and (b) paying certain costs associated with the issuance of the Bonds. 3. The City will lease the Project to Midwest Transplant Network, Inc., a Missouri not-forprofit corporation (the Corporation ), pursuant to a Lease Agreement dated as of January 1, 2014 (the Lease ), between the City and the Corporation, in consideration of rentals which will be sufficient to pay the principal of and interest on the Bonds. 4. All things necessary to make the Bonds, when authenticated by the Bond Trustee and issued as in this Bond Indenture provided, the valid, legal and binding obligations of the City, and to constitute this Bond Indenture a valid, legal and binding pledge and assignment of the property, rights, interests and revenues herein made for the security of the payment of the principal of, redemption premium, if any, and interest on the Bonds as provided herein, have been done and performed, and the execution and delivery of this Bond Indenture and the execution and issuance of the Bonds, subject to the terms hereof, have in all respects been duly authorized. GRANTING CLAUSES The City, in consideration of the premises, the acceptance by the Bond Trustee of the trusts hereby created, the purchase and acceptance of the Bonds by the Owners thereof, and of other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and in order to secure the payment of the principal of, redemption premium, if any, purchase price, if any, and interest on the Bonds issued and Outstanding under this Bond Indenture according to their tenor and effect and to secure the performance and observance by the City of all the covenants, agreements and conditions herein and in the Bonds contained, does hereby transfer, pledge and assign to the Bond Trustee and its successors and assigns in trust forever, and does hereby grant a security interest unto the Bond Trustee and its successors in trust

7 and its assigns, in the property described in paragraphs (a), (b), (c) and (d) below (said property being herein referred to as the Trust Estate ), to wit: (a) all right, title and interest in and to the Project with the tenements, hereditaments, appurtenances, rights, privileges and immunities thereunto belonging or appertaining; (b) all right, title and interest of the City (including the right to enforce any of the terms thereof) in, to and under (1) the Lease, and all payments derived by the City from the Corporation including Lease Payments and other amounts to be received by the City and paid by the Corporation under and pursuant to and subject to the Lease (but excluding the City s rights to payment of its fees and expenses, to indemnification and as otherwise expressly set forth in the Lease and excluding any payments made by the Bond Trustee or the Corporation to meet the rebate requirements of Section 148(f) of the Internal Revenue Code), and (2) all financing statements or other instruments or documents evidencing, securing or otherwise relating to the Lease Agreement or the proceeds of the Bonds; (c) all moneys and securities held in any account (except moneys and securities held in the Rebate Fund and except moneys and securities held by the Tender Agent in the Purchase Fund or elsewhere to pay the purchase price of Bonds tendered for purchase pursuant to Article III) from time to time held by the Bond Trustee under the terms of this Bond Indenture; (d) any and all other property (real, personal or mixed) of every kind and nature from time to time hereafter, by delivery or by writing of any kind, pledged, assigned, mortgaged or transferred as and for additional security by the City or by anyone in its behalf or with its written consent, to the Bond Trustee, which is hereby authorized to receive any and all such property at any and all times and to hold and apply the same subject to the terms hereof. TO HAVE AND TO HOLD, with all rights and privileges hereby transferred, pledged, assigned and/or granted or agreed or intended so to be, to the Bond Trustee and its successors and assigns in trust forever in trust, nevertheless, upon the terms and conditions herein set forth for the equal and pro rata benefit and security of each and every Owner of the Bonds to the extent specifically described herein, and except as provided herein, without preference, priority or distinction as to participation in the lien, benefit and protection hereof of any Bonds over or from another Bond, by reason of priority in the issue or negotiation or maturity thereof, or for any other reason whatsoever, except as herein otherwise expressly provided; PROVIDED, NEVERTHELESS, and these presents are upon the express condition that, if the City or its successors or assigns shall well and truly pay or cause to be paid the principal of the Bonds with interest, according to the provisions set forth in the Bonds or shall provide for the payment or redemption of the Bonds by depositing or causing to be deposited with the Bond Trustee the entire amount of funds or securities requisite for payment or redemption thereof when and as authorized by the provisions hereof, and shall also pay or cause to be paid all other sums payable hereunder by the City, then these presents and the estate and rights hereby granted with respect to the Bonds shall cease, determine and become void, and thereupon the Bond Trustee, on payment of its lawful charges and disbursements then unpaid, on demand of the City and upon the payment of the costs and expenses thereof, shall duly execute, acknowledge and deliver to the City such instruments of satisfaction or release as may be necessary or proper to discharge this Bond Indenture, and if necessary shall grant, reassign and deliver to the City, its successors or assigns, all the property, rights, privileges and interests by it hereby granted, conveyed and assigned, and all substitutes therefore, or any part thereof, not previously disposed of or released as herein provided; otherwise this Bond Indenture shall be and remain in full force; -2-

8 NOW, THEREFORE, it is hereby expressly declared, covenanted and agreed by and between the parties hereto, that all Bonds issued and secured hereunder are to be issued, authenticated and delivered and that the Trust Estate is to be held and applied under, upon and subject to the terms, conditions, stipulations, covenants, agreements, trusts, uses and purposes as hereinafter expressed, and the City does hereby agree and covenant with the Bond Trustee and with the respective Owners from time to time of the Bonds, as follows: ARTICLE I DEFINITIONS, RULES OF CONSTRUCTION Section 101. Definitions of Words and Terms. In addition to words and terms elsewhere defined herein, the following words and terms as used in this Bond Indenture and in the Lease Agreement shall have the following meanings, unless some other meaning is plainly intended: Act means, collectively, K.S.A to d, inclusive, as from time to time amended. Additional Payments means those payments required to be made by the Corporation pursuant to Section 4.3 of the Lease Agreement. Adjustment Date means (i) if the Floating Rate is then in effect, each Floating Rate Adjustment Date, or (ii) if the Swap Rate is then in effect, each Swap Rate Adjustment Date. Annual Indexed Put Date means each successive one-year anniversary date of the Initial Indexed Put Date (or if such date is not a Business Day, the immediately succeeding Business Day), unless the Corporation and the Original Purchaser shall mutually agree to another date. Applicable Spread means (i) initially an amount equal to one hundred seventeen basis points (1.17%), and (ii) after an adjustment as described in Section 203(b)(iii) hereof, a spread determined by the Original Purchaser to be added to or subtracted from the Floating Rate or the Swap Rate, as applicable. Authorized Denominations means $1,000 and any $1,000 integral multiple thereof. This definition of Authorized Denomination may be amended without the necessity of executing a Supplemental Bond Indenture upon the Bond Trustee s receipt from the City of the proposed new definition, together with written approval of such proposed new definition from the Bond Trustee. The City shall take such action upon receipt of instructions from the Corporation containing the proposed new definition and required approvals. The Bond Trustee shall give notice of the new definition and the effective date thereof to the Owners as it deems necessary. Base Lease Agreement means the Base Lease Agreement dated as of the date hereof, between the City and the Corporation pursuant to which the Corporation will convey the real estate on which the Project is located to the City. Bond Counsel means Gilmore & Bell, P.C., or another firm of attorneys of national reputation experienced in the field of municipal bonds whose opinions are generally accepted by purchasers of municipal bonds, selected by the Corporation and reasonably acceptable to the Bond Trustee, and not unacceptable to the City. -3-

9 Bond Documents means this Bond Indenture, the Bonds, the Lease Agreement, the Tax Agreement, the Base Lease, the Performance Agreement, the Purchase Contract, the Supplemental Agreement and any and all future renewals and extensions or restatements of, or amendments or supplements to, any of the foregoing. Bond Indenture means this Bond Trust Indenture, including all Exhibits, as originally executed by the City and the Bond Trustee, as from time to time amended and supplemented by Supplemental Bond Indentures. Bond Register means the registration books of the City kept by the Bond Trustee to evidence the registration and transfer of Bonds. Bond Registrar means the Bond Trustee when acting as such, and any other bank or trust company designated and at the time serving as bond registrar under this Bond Indenture. Bondowner or Owner means the Person in whose name the Bond is registered on the Bond Register. Bond Trustee means Commerce Bank, and its successor or successors and any other corporation or association which at any time may be substituted in its place pursuant to and at the time serving as trustee under this Bond Indenture. Bonds means, collectively, the Series 2014A Bonds and the Series 2014B Bonds. Business Day means a day (a) other than a day on which banks located in the City of New York, New York or the cities in which the Principal Office of the Bond Trustee and the Tender Agent are located, are required or authorized by law or executive order to close, and (b) on which the New York Stock Exchange is not closed. Capitalized Lease means a lease that is required to be capitalized for financial reporting purposes in accordance with generally accepted accounting principles. Cash Equivalents means currency, coins, checks received but not yet deposited, checking accounts, petty cash, savings accounts, money market accounts, and short-term, highly liquid investments with a maturity of three months or less at the time of purchase such as U.S. treasury bills and commercial paper, all of which shall be unrestricted, and which shall be reasonably acceptable to the Original Purchaser. Cede & Co. means Cede & Co., as nominee name of The Depository Trust Company, New York, New York. City means the City of Westwood, Kansas, a municipal corporation organized and existing under the laws of the State of Kansas, and its successors and assigns. City Representative means the Mayor of the City, and such other person or persons at the time designated to act on behalf of the City in matters relating to the Lease and this Bond Indenture as evidenced by a written certificate furnished to the Corporation and the Bond Trustee containing the specimen signature of such person or persons and signed on behalf of the City by its Mayor. Such certificate may designate an alternate or alternates, each of whom shall be entitled to perform all duties of the City Representative. -4-

10 Closing Advance means, collectively, (i) the Principal Advance on the Series 2014A Bonds in the amount of $ paid by the Original Purchaser to the Bond Trustee pursuant to the Purchase Contract on the Closing Date for deposit in accordance with Section 402 hereof, and (ii) the Principal Advance on the Series 2014B Bonds in the amount of $ paid by the Corporation to the Bond Trustee on the Closing Date for deposit in accordance with Section 402 hereof. Closing Date means January [22], 2014, which is the date of initial delivery of and payment for the Bonds in the amount of the Closing Advance. Code means the Internal Revenue Code. Commitment means the commitment letter dated December 9, 2013, from the Original Purchaser to the Corporation describing the terms of the Bond financing. Completion Date means the date upon which the Corporation provides the certificate evidencing completion of the Project, as required by Section 404. Corporation means Midwest Transplant Network, Inc., a Missouri non-profit corporation, and its successors and assigns and any surviving, resulting or transferee entity. Corporation Account means the account by that name in the Purchase Fund established pursuant to Section 307(a). Corporation Bonds means Bonds registered in the name of the Corporation or any broker-dealer or nominee owning Bonds pursuant to an arrangement with the Corporation. Corporation Representative shall mean, the [[President and CEO]] or any other officer, employee or agent of the Corporation approved by the Corporation which officer, employee or agent shall be designated pursuant to a written notice delivered to the Bond Trustee and executed by any officer of the Corporation. Costs of Issuance Fund means the fund by that name created in Section 401. Cumulative Outstanding Principal Amount means the sum of the Closing Advance and all subsequent Principal Advances including the Final Advance for each series of the Bonds, respectively, less the principal amount of Bonds redeemed under Article III and the principal amount of Bonds otherwise deemed paid and discharged under Article XI, which amount shall not exceed the Maximum Principal Amount of the Bonds for each series of the Bonds, respectively, as reflected in the records maintained by the Bond Trustee as provided in Section 215 of this Bond Indenture. Debt Service means, for any period, the sum of (i) interest expense (including the interest component of Capitalized Leases) on all Funded Debt for such period, plus (ii) principal payments required to be made with respect to Funded Debt for such period, all determined on a combined basis and in accordance with generally accepted accounting principles consistently applied. Debt Service Coverage Ratio means, for any period, the ratio determined by dividing the change in Revenues minus Expenses for such period by Debt Service. Debt Service Fund means the Fund by that name created in Section 401. Default Rate means that term as defined in Section 203(c). -5-

11 Defaulted Interest means interest on any Bond that is payable but not paid on the date due. Determination of Taxability means the enactment of legislation, the adoption of final regulations, the issuance of a statutory notice of deficiency, a ruling by the Internal Revenue Service, or a final decision of a court of competent jurisdiction, which holds in effect that the interest payable on any Series 2014A Bond is not excludable from the gross income of the Bondowner for federal income tax purposes for any reason; provided, however, that no Determination of Taxability shall occur until the expiration or waiver of all periods for appeal. In addition, if the Corporation attempts to contest a Determination of Taxability in the name of any Series 2014A Bondowner, and the Bondowner refuses to permit the Corporation to take such action, then no Determination of Taxability will occur. A Determination of Taxability shall also occur if Bond Counsel fails to deliver an opinion pursuant to Section 610 hereof that the interest on the Series 2014A Bonds continues to be excluded from gross income for purposes of federal income taxation under Section 103 of the Code. Eligible Moneys means any moneys received by the Bond Trustee or held by the Bond Trustee in any fund or account under this Bond Indenture and available, pursuant to the provisions hereof, to be used to pay principal of or purchase price of, or premium, if any, or interest on, the Bonds. Event of Default means (a) any Event of Default as defined in Section 701, or (b) with respect to the Lease Agreement, any Event of Default as defined in Section 9.1 of the Lease Agreement. Event of Insolvency means (i) a court having jurisdiction shall enter a decree or order for relief in respect of the Corporation in an involuntary case under any applicable federal or state bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Corporation or for any substantial part of the Property of the Corporation, or ordering the winding up or liquidation of its affairs, and such decree or order shall remain unstayed and in effect for a period of ninety (90) consecutive days or (ii) the Corporation shall commence a voluntary case under any applicable federal or state bankruptcy, insolvency or other similar law, or shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or similar official) of the Corporation or for any substantial part of its Property, or shall make any general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due or shall take any corporate action in furtherance of the foregoing. Expenses means, for any period of time for which calculated, the total of all operating and non-operating expenses and losses incurred during such period by the Corporation other than (a) interest expense, (b) depreciation and amortization, (c) unrealized losses on investments and assets limited as to use, (d) income taxes and (e) extraordinary losses resulting from the early extinguishment of debt, the sale or other disposition of assets not in the ordinary course of business or any reappraisal, revaluation or write-down of assets, and any other extraordinary losses or expenses. Favorable Opinion of Bond Counsel means an opinion of Bond Counsel, addressed to the City, the Corporation and the Bond Trustee, to the effect that the action proposed to be taken is authorized or permitted by this Bond Indenture and the Act and will not adversely affect the exclusion of interest on the Series 2014A Bonds from gross income for purposes of federal income taxation under Section 103 of the Code. Final Advance means (i) the final Principal Advance to be paid by the Original Purchaser to the Bond Trustee pursuant to the Purchase Contract and this Bond Indenture for deposit into the Series 2014A Account of the Project Fund, which such Principal Advance will cause the total amount of -6-

12 Principal Advances made for the Series 2014A Bonds (including the Closing Advance, the Final Advance and all intervening Principal Advances) to equal an amount which is less than or equal to the Maximum Principal Amount of the Series 2014A Bonds, or (ii) the final Principal Advance to be paid by the Corporation to the Bond Trustee pursuant to this Bond Indenture for deposit into the Series 2014B Account of the Project Fund, which such Principal Advance will cause the total amount of Principal Advances made for the Series 2014B Bonds (including the Closing Advance, the Final Advance and all intervening Principal Advances) to equal an amount which is less than or equal to the Maximum Principal Amount of the Series 2014B Bonds. Fiscal Year of the Corporation, means the period beginning [[January 1 and ending December 31]] of any year. Fitch means Fitch Ratings, Inc., and its successors and assigns, or, if such firm shall be dissolved or liquidated or shall no longer perform the functions of a securities rating service, Fitch means any other nationally recognized securities rating service designated by the Corporation, with notice to the City and the Bond Trustee. Floating Rate means LIBOR. The Floating Rate shall be computed using the most recent published quotation available, and shall be effective on the next Floating Rate Adjustment Date. Floating Rate Adjustment Date means the first Business Day of each month. Funded Debt means, as of the date of determination, the sum of (a) all indebtedness for borrowed money or which has been incurred in connection with the purchase or other acquisition of property (other than unsecured trade accounts payable incurred in the ordinary course of business), plus (b) all obligations under or in respect of Capitalized Leases, plus (c) all contingent reimbursement obligations with respect to the aggregate undrawn face amount of all letters of credit together with all unreimbursed drawings with respect thereto, plus (d) all guarantees of Funded Debt of others, all determined on a consolidated basis and in accordance with generally accepted accounting principles consistently applied. Government Securities means (i) direct non-callable obligations of the United States of America and obligations the timely payment of principal and interest on which is fully and unconditionally guaranteed by the United States of America, (ii) trust receipts or certificates evidencing participation or other direct ownership interests in principal or interest payments to be made upon obligations described in clause (i) above that are held in a custody or trust account free and clear of all claims of persons other than the holders of such trust receipts or certificates having an investment rating or assessment in the highest rating category of both Moody s and S&P at the time of purchase, or (iii) obligations issued by or on behalf of any state or local governmental entity or any agency or instrumentality thereof which are non-callable or for which the call date has been irrevocably determined having an investment rating in the highest rating category of both Moody s and S&P at the time of purchase as a result of the deposit of obligations described in clause (i) or (ii) above in a trust or escrow account segregated and exclusively set aside for the payment of such obligations and which mature as to principal and interest in such amounts and at such times as will insure the availability of sufficient moneys to timely pay such principal and interest. Indexed Put Date means the Initial Indexed Put Date and each Annual Indexed Put Date. Indexed Put Interest Period means each period during which an Indexed Put Rate is in effect for any Bonds. -7-

13 Bonds. Indexed Put Mode means the period during which Indexed Put Rates are in effect for any Indexed Put Rate means an interest rate for any Bonds established in accordance with Section 203(b) hereof. Index Rate means the Floating Rate or the Swap Rate, as applicable. Initial Indexed Put Date means April 1, Interest Payment Date means: (a) at any time the Original Purchaser is the Owner of all of the Outstanding Series 2014A Bonds, the first Business Day of each calendar quarter (January 1, April 1, July 1 and October 1), commencing April 1, 2014; or (b) at any time the Original Purchaser is not the Owner of all of the Outstanding Series 2014A Bonds, the first Thursday of each calendar month or, if the first Thursday is not a Business Day, the next succeeding Business Day; provided, however, that if a calendar month includes an Indexed Put Date, the Interest Payment Date for that month shall be the Indexed Put Date; and (c) with respect to the Series 2014B Bonds, the first Business Day of each April, commencing April 1, Internal Revenue Code means the Internal Revenue Code of 1986, as amended, and, when appropriate, any statutory predecessor or successor thereto, and all applicable regulations (whether proposed, temporary or final) enacted thereunder and any applicable official rulings, announcements, notices, procedures and judicial determinations relating to the foregoing. Investment means any security, obligation, annuity contract or other investment-type property. Issuance Costs means issuance costs with respect to the Bonds described in Section 147(g) of the Internal Revenue Code. LIBOR means the rate published under the heading London Interbank Offered Rate or LIBOR in the Money Rates column of The Wall Street Journal for the one month maturity (the Index ). The interest rate will change monthly, based on the most recent Index then available. In order to preserve the economic benefit of this agreement, the Original Purchaser reserves the right to adjust the Index in the event reserves are required to be maintained against LIBOR deposits that were not required on the Closing Date, or in the event other legal or regulatory changes affect the rates paid for LIBOR deposits. The calculation of any such adjustment made in good faith by the Original Purchaser shall be deemed reasonable unless manifestly in error. If LIBOR is no longer available or is clearly erroneous, the Index shall be based upon a replacement index selected by the Bond Trustee, or the Original Purchaser if there is no Bond Trustee, that in the Bond Trustee s or Original Purchaser s good faith opinion most closely approximates the LIBOR that is no longer available or is erroneous. Lease Agreement means the Lease Agreement dated as of the date hereof, between the City and the Corporation, as from time to time amended by a Supplemental Lease Agreement. Lease Payments means the payments referred to in Section 4.1 and 4.3 of the Lease Agreement. -8-

14 Liquidity means, as of any date of determination, the sum of the Corporation s unencumbered and unrestricted (i) cash, (ii) Cash Equivalents, and (iii) Marketable Securities. Marketable Securities means securities or investments that can quickly and easily be converted into cash, and have a maturity of less than one year, all of which shall be unrestricted, and which shall be reasonably acceptable to the Original Purchaser. Maturity Date means April 1, Maximum Corporate Rate means the maximum rate of federal income taxation applicable to business corporations in the United States. Maximum Principal Amount of the Bonds means $15,000,000 ($8,000,000 principal amount of the Series 2014A Bonds and $7,000,000 principal amount of the Series 2014B Bonds, respectively). Maximum Rate means the maximum rate permitted by law. Moody s means Moody s Investors Services, Inc., and its successors and assigns, or, if such firm shall be dissolved or liquidated or shall no longer perform the functions of a securities rating service, Moody s means any other nationally recognized securities rating service designated by the Corporation, with notice to the City and the Bond Trustee. Net Proceeds means the gross proceeds from the insurance (including title insurance) or condemnation award with respect to which that term is used remaining after the payment of all expenses (including reasonable attorneys fees and any expenses of the City or the Bond Trustee) incurred in the collection of such gross proceeds. Opinion of Counsel means an opinion in writing signed by legal counsel acceptable to the Corporation, the Bond Trustee and, if the Original Purchaser is the holder of all of the Series 2014A Bonds, the Original Purchaser, to the extent the City is asked to take action in reliance thereon, the City, who may be an employee of or counsel to the Corporation, the City or the Bond Trustee. Ordinance means the Ordinance of the City adopted on January 9, 2014 authorizing the execution and delivery of this Bond Indenture, the Lease Agreement, the Base Lease Agreement, the Performance Agreement, the Purchase Contract and the Tax Agreement and the issuance of the Bonds. Original Purchaser means Clayton Holdings, LLC, a Missouri limited liability company, the purchaser of the Series 2014A Bonds under the Purchase Contract, unless another Person is the owner of 100% of the Outstanding Series 2014A Bonds in which case Original Purchaser shall mean such Person. Outstanding means, when used with reference to Bonds, as of a particular date, all Bonds theretofore authenticated and delivered, except: (a) (b) (c) Bonds theretofore cancelled by the Bond Trustee or delivered to the Bond Trustee for cancellation pursuant to Section 212; Bonds which are deemed to have been paid in accordance with Article XI; and Bonds in exchange for or in lieu of which other Bonds have been authenticated and delivered pursuant to Article II or Article III, including Undelivered Bonds; -9-

15 provided, however, that in determining whether the Owners of the requisite principal amount of Outstanding Bonds have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Bonds owned by the Corporation shall be disregarded and deemed not to be Outstanding, except that in determining whether the Bond Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Bonds which the Bond Trustee knows to be so owned shall be disregarded unless all Bonds are owned by the Corporation and/or held by the Bond Trustee for the account of the Corporation, in which case such Bonds shall be considered Outstanding for the purpose of such determination. Owner has the same meaning as the term Bondowner. Participants means those financial institutions for whom the Securities Depository effects bookentry transfers and pledges of securities deposited with the Securities Depository, as such listing of Participants exists at the time of such reference. Paying Agent means the Bond Trustee and any other commercial bank or trust institution organized under the laws of any state of the United States of America or any national banking association designated by this Bond Indenture or any Supplemental Bond Indenture as paying agent for the Bonds at which the principal of and redemption premium, if any, and interest on such Bonds shall be payable. Payment Default means an Event of Default described in Section 701(a), (b) or (c). Permitted Encumbrances means, with respect to the Project, as of any particular time, the following: Bonds; (a) (b) the Base Lease Agreement and the Lease Agreement; the grant of any mortgage to the Bond Trustee to secure the repayment of the (c) liens for taxes, assessments and other governmental charges not delinquent, or if delinquent are being contested in good faith by appropriate proceedings and as to which the Corporation shall have set aside on its books adequate reserves with respect thereto; (d) mechanic s, laborer s, materialman s, supplier s or vendor s liens not filed of record and similar charges not delinquent, or if filed of record are being contested in good faith and have not proceeded to judgment and as to which the Corporation shall have set aside on its books adequate reserves with respect thereto and, if requested by the Original Purchaser, shall have procured a bond or made an escrow deposit in an amount required by the Original Purchaser; (e) liens in respect of judgments or awards with respect to which the Corporation is in good faith currently prosecuting an appeal or proceedings for review, and with respect to which the Corporation shall have secured a stay of execution pending such appeal or proceedings for review, provided the Corporation shall have set aside on its books adequate reserves with respect thereto; (f) utility, access and other easements and rights-of-way, restrictions, encumbrances and exceptions that do not materially affect the marketability of title to the Project and do not in -10-

16 the aggregate materially impair the use of the Project for the purposes for which it is owned by the Corporation; (g) such minor defects and irregularities of title as normally exist with respect to property similar in character to the Project affected thereby and which do not materially affect the marketability of title to or value of the Project and do not materially impair the use of the Project; (h) zoning laws, ordinances or regulations and similar restrictions that are not violated by the portion of the Project affected thereby; (i) statutory rights under Section 291, Title 42 of the United States Code, as a result of what are commonly known as Hill-Burton grants, and similar rights under other federal or state statutes; (j) statutory liens and rights of setoff granted to banks or other financial institutions with respect to funds on deposit in the ordinary course of business; (k) all right, title and interest of the state, municipalities and the public in and to tunnels, bridges and passageways over, under or upon a public way; (l) rights reserved to, or vested in, any municipality or governmental or other public authority by virtue of any franchise, license, contract or statute to control or regulate any portion of the Project, or to use any portion of the Project in any manner, or to purchase, or designate a purchaser of or order the sale of, any portion of the Project upon payment of cash or reasonable compensation therefor, or to terminate any franchise, license or other rights; (m) liens arising by reason of (1) good faith deposits with the Corporation in connection with tenders, leases of real estate, bids or contracts (other than contracts for the payment of money), (2) deposits by the Corporation to secure public or statutory obligations, or to secure, or in lieu of, surety, stay or appeal bonds, (3) deposits as security for the payment of taxes or assessments or other similar charges, and (4) deposits with, or the giving of any form of security to, any municipality or governmental or other public authority for any purpose at any time as required by law or governmental regulation as a condition to the transaction of any business or the exercise of any privilege or license, or to enable the Corporation to maintain selfinsurance or to participate in any funds established to cover any insurance risks or in connection with worker s compensation, unemployment insurance, pensions or profit sharing plans or other social security plans or programs, or to share in the privileges or benefits required for corporations participating in such arrangements; (n) restrictions on the Project through gifts, grants, bequests, contributions or donations imposed by the donor or grantor; (o) liens on and security interests in the proceeds of the Bonds prior to the application of such proceeds or any debt service fund, reserve fund, escrow fund or similar fund established to secure the payment of the Bonds; (p) any leases under which the Corporation is lessor that relate to any portion of the Project which is of a type that is customarily the subject of such leases; and -11-

17 (q) liens on any portion of the Project, or any security interests in any part of the Project, which are existing at the date of this Bond Indenture and which are disclosed in writing to and approved by the Original Purchaser. Permitted Investments means, if and to the extent the same are at the time legal for investment of funds held under this Bond Indenture: (a) (b) (c) (d) Direct obligations of the United States of America (including obligations issued or held in book-entry form on the books of the Department of the Treasury, and CATS and TIGRS) or obligations the principal of and interest on which are unconditionally guaranteed as to full and timely payment by the United States of America. Debt obligations which are (i) issued by any state or political subdivision thereof or any agency or instrumentality of such state or political subdivision (excluding auction rate securities), and (ii) at the time of purchase, rated in one of the two highest rating categories (without regard to any refinement or gradation of rating category by numerical modifier or otherwise) assigned by any Rating Agency. Bonds, debentures, notes or other evidence of indebtedness issued by a government sponsored agency which is either (i) at the time of purchase rated in the highest rating category by any Rating Agency, or (ii) backed by the full faith and credit of the United States of America. U.S. denominated deposit accounts, certificates of deposit and banker s acceptances of any bank, trust company, or savings and loan association, including the Bond Trustee or its affiliates, which at the time of purchase have a rating on their short-term certificates of deposit on the date of purchase in one of the two highest short-term rating categories (without regard to any refinement or gradation of rating category by numerical modifier or otherwise) assigned by any Rating Agency, and which mature not more than 360 days after the date of purchase. (e) Money market funds registered under the Federal Investment Company Act of 1940 whose shares are registered under the Federal Securities Act of 1933, and having a rating by S&P of AAAm-G, AAA-m or AA-m and by Moody s of Aaa, Aa1 or Aa2 (but only if rated by Moody s). (f) (g) (h) Commercial paper which is rated at the time of purchase in one of the two highest shortterm rating categories (without regard to any refinement or gradation of rating category by numerical modifier or otherwise) assigned by any Rating Agency, and which matures not more than 270 days after the date of purchase. Bonds, notes, debentures or other evidences of indebtedness (but excluding auction rate securities) issued or guaranteed by a corporation which are, at the time of purchase, rated by any Rating Agency in any of the three highest rating categories (without regard to any refinement or gradation of rating category by numerical modifier or otherwise). Investment agreements with banks (including without limitation the Bond Trustee) that at the time such agreement is executed are rated in one of the two highest rating categories (without regard to any refinement or gradation of rating category by numerical modifier -12-

18 or otherwise) assigned by any Rating Agency or investment agreements with non-bank financial institutions, provided that (1) all of the unsecured, direct long-term debt of either the non-bank financial institution or the related guarantor of such non-bank financial institution is rated by any Rating Agency at the time such agreement is executed in one of the two highest rating categories (without regard to any refinement or gradation of rating category by numerical modifier or otherwise) for obligations of that nature; or (2) if such non-bank financial institution and any related guarantor have no outstanding long-term debt that is rated, all of the short-term debt of either the non-bank financial institution or the related guarantor of such non-bank financial institution is rated by any Rating Agency in one of the two highest rating categories (without regard to any refinement or gradation of the rating category by numerical modifier or otherwise) assigned to short term indebtedness by any Rating Agency. If such non-bank financial institution and any guarantor do not have any short-term or long-term debt, but do have a rating in one of the two highest rating categories (without regard to any refinement or gradation of rating category by numerical modifier or otherwise), then investment agreements with such non-bank financial institutions will be permitted. (i) Repurchase Agreements must follow the following criteria. Repurchase agreements provide for the transfer of securities from a dealer bank or securities firm (seller/borrower) to a municipal entity (buyer/lender), and the transfer of cash from a municipal entity to the dealer bank or securities firm with an agreement that the dealer bank or securities firm will repay the cash plus a yield to the municipal entity in exchange for the securities at a specific date. (1) Repos must be between the Bond Trustee and a dealer bank or securities firm (A) (B) Primary dealers on the Federal Reserve reporting dealer list which are rated A or better by S&P and Moody s, or Banks rated A or above by S&P and Moody s. (2) The written repo contract must include the following: (A) Securities which are acceptable for transfer are: (i) (ii) Direct U.S. governments, or Obligations described in clause (b) or (c) above. (B) (C) (D) The term of the repo may be up to 30 days The collateral must be delivered to the municipal entity, trustee (if trustee is not supplying the collateral) or third party acting as agent for the trustee (if the trustee is supplying the collateral) before/simultaneous with payment (perfection by possession of certificated securities). Valuation of Collateral -13-

19 (i) The securities must be valued weekly, marked-to-market at current market price plus accrued interest (a) The value of collateral must be equal to 104% of the amount of cash transferred by the municipal entity to the dealer bank or security firm under the repo plus accrued interest. If the value of securities held as collateral slips below 104% of the value of cash transferred by municipality, then additional cash and/or acceptable securities must be transferred. If, however, the securities used as collateral are FNMA or FHLMC, then the value of collateral must equal 105%. (3) Legal opinion which must be delivered to the Bond Trustee: (A) Repo meets guidelines under state law for legal investment of public funds. (j) Any other Investments agreed to in writing by the Corporation and the Original Purchaser. Person means any natural person, firm, joint venture, association, partnership, limited partnership, business, limited liability company, trust, corporation, public body, agency or political subdivision thereof or any other similar entity. Prime Rate means the prime rate as from time to time published in the Money Rates column of The Wall Street Journal. Principal Advance means the increase in the principal amount of the applicable series of the Bonds as a result of each installment purchase of the Bonds pursuant to Section 214 hereof and the Purchase Contract (with respect to the Series 2014A Bonds only). Principal Office means, with respect to any entity performing functions under any Bond Document, the principal office of that entity at which those functions are performed. Project means the construction, expansion, renovation, remodeling and equipping of the Project identified on the attached Exhibit A, financed or refinanced, directly or indirectly with the proceeds of the Bonds, as more specifically described in the Tax Agreement. Project Costs means all reasonable or necessary expenses incidental to the construction, renovation, remodeling, repair, alteration, improvement and extension of the Project. Project Fund means the fund by that name created in Section 401. Purchase Contract means the Purchase Contract relating to the Series 2014A Bonds dated as of the Closing Date, among the City, the Corporation and the Original Purchaser. Purchase Date means each date on which Bonds are subject to optional purchase pursuant to Section