ORDINANCE NO. 060972

Approving certain amendments in connection with the Kansas City Municipal Assistance Corporation Leasehold Revenue Refunding and Improvement Bonds, Series 2006A; approving and authorizing certain documents and actions relating to the amendments; reducing the appropriation in the Bartle Hall Renovations account and transferring $260,000.00 to an account for another project.

WHEREAS, the Kansas City Municipal Assistance Corporation (the "Corporation") is a not-for-profit corporation duly organized and existing under Chapter 355 of the Missouri Revised Statutes 1994 (the Act); and

WHEREAS, the Corporation is authorized under the Act to lease as lessor and as lessee any real or personal property, to borrow money for its corporate purposes and to issue its notes, bonds or other obligations in evidence thereof; and

WHEREAS, at the request of the City of Kansas City, Missouri (the City), the Corporation has heretofore issued its $129,650,000.00 Leasehold Refunding and Improvement Revenue Bonds (H. Roe Bartle Convention Center, Music Hall and Municipal Auditorium Parking Garage Projects) Series 2006A (the Series 2006A Bonds) pursuant to a Seventh Supplemental Indenture of Trust dated as of April 1, 2006, as amended by the First Amendment to Seventh Supplemental Indenture dated as of May 1, 2006 (the Seventh Supplemental Indenture) by and between the Corporation and Wells Fargo Bank, N.A. (the Trustee), for the purpose of refunding certain bonds of the Corporation and financing certain projects, consisting of certain improvements of the H. Roe Bartle Hall Convention Center (the Bartle Project), certain improvements of the Municipal Auditorium Music Hall (the Music Hall Project) and certain improvements of the Municipal Auditorium Parking Garage (the Parking Garage Project); and

WHEREAS, the City has requested that the Corporation amend the Seventh Supplemental Indenture and other documents relating to the Series 2006A Bonds to provide for the financing of additional projects that may be designated by the City (the General City Projects); and

WHEREAS, in connection with the requested amendment, the Corporation and the Trustee will enter into a Second Amendment to Seventh Supplemental Indenture dated as of the date set forth therein (the Second Amendment to Seventh Supplemental Indenture), the City and the Corporation will enter into a Seventh Amendment of Base Lease dated as of the date set forth therein (the Seventh Amendment of Base Lease), the Corporation and the City will enter into an Eighth Amendment of Master Lease Purchase Agreement (the Eighth Amendment of Master Lease Purchase Agreement), and the Corporation and The Bank of New York Trust Company, N.A. (the Master Trustee) will enter into an Eighth Amendment to Master Indenture of Trust dated as of the date set forth therein (the Eighth Amendment to Master Indenture), to include provisions relating to the financing of the General City Projects; and

WHEREAS, in order to accomplish the foregoing, it is necessary and desirable that the City approve the transaction described in these resolutions and the execution and delivery of the amendments to the financing documents and certain other matters in connection with the transaction, as herein provided; NOW, THEREFORE,

BE IT ORDAINED BY THE COUNCIL OF KANSAS CITY:

Section 1. Approval of Amendment. The City hereby requests, directs and instructs the Corporation to amend the Seventh Supplemental Indenture and other documents relating to the Series 2006A Bonds for the purpose of providing for the financing of the General City Projects.

Section 2. Authorization and Approval of City Documents. The following documents relating to the amendment (the City Documents) are hereby approved in substantially the forms submitted to the City Council, and the Director of Finance is authorized to execute and deliver the City Documents with such changes therein and additions thereto as the Director of Finance deems necessary or appropriate:

(a)                Seventh Amendment of Base Lease.

(b)               Eighth Amendment of Master Lease Purchase Agreement.

Section 3. The appropriation in the following account of Fund No. 3425, the KCMAC Series 2006A-KCMAC 1996A Refunding, Expansion, Music Hall and Auditorium Garage Improvements Fund is hereby reduced by the following amount:

AL-3425-898822-B Bartle Hall Renovations $260,000.00

Section 4. The Trustee is directed to transfer $260,000.00 from the Series 2006A Bartle Project Account to the General City Projects Account of the Project Fund established pursuant to the Seventh Supplemental Indenture, as amended by the Second Amendment.

Section 5. Further Authority. The officials of the City are further authorized and directed to execute such documents, instruments and certificates and to take such further actions on behalf of the City as shall be necessary or desirable to effect the terms and provisions of this Ordinance.

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I hereby certify that there is a balance, otherwise unencumbered, to the credit of the appropriation to which the foregoing expenditure is to be charged, and a cash balance, otherwise unencumbered, in the treasury, to the credit of the fund from which payment is to be made, each sufficient to meet the obligation hereby incurred.

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Debra R. Hinsvark

Director of Finance

Approved as to form and legality:

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Heather A. Brown

Assistant City Attorney