COMMITTEE SUBSTITUTE FOR ORDINANCE NO. 990092

Authorizing the issuance of the City of Kansas City, Missouri Taxable Industrial Development Revenue Bond (NationsBank, N.A. Project), Series 1999, in the principal amount not to exceed $32,000,000.00 for the purpose of providing funds to pay substantially all of the costs to purchase, construct and improve a project for industrial development; authorizing the execution of a bond trust indenture and a lease agreement in connection with the issuance of the bonds; approving certain other documents and authorizing the city to take certain other actions in connection with the issuance of the bonds; amending Committee Substitute for Ordinance No. 981436, by repealing Section 5 thereof and enacting in its place a new Section 5; changing previous references to the principal amount and substituting a new Exhibit B.

WHEREAS, the City of Kansas City, Missouri, a constitutional charter city and municipal corporation of the State of Missouri (the "City"), is authorized and empowered pursuant to the provisions of Article VI, Section 27 of the Missouri Constitution, as amended, and Sections 100.010 to 100.200, inclusive, of the Missouri Revised Statutes, as amended (the "Act"), to purchase, construct, extend and improve certain projects (as defined in the Act), and to issue revenue bonds for the purpose of (i) providing funds to pay the costs of such projects and to lease or sell such projects to others, (ii) loaning the proceeds of such bonds to others to provide funds to pay the costs of such projects, and to pledge the rents, revenues and receipts from such projects as security for the payment of the principal of, premium, if any, and interest on such bonds, or (iii) refunding revenue bonds previously issued by the City; and

WHEREAS, the Council of the City (the Council) does now find and determine that it is desirable for the improvement of the economic welfare and development of the City and its people, and that it is within the authority and public purposes of the Act, that the City issue its Taxable Industrial Development Revenue Bond (NationsBank, N.A. Project), Series 1999, in the principal amount not to exceed $32,000,000.00 (the "Bond"), for the purpose of providing funds to pay substantially all of the costs to purchase, construct, extend and improve a project for industrial development, consisting of a commercial financial operations facility to be located in the City (the "Project"); and

WHEREAS, the City initially will lease the Project to NationsBank, N.A., a national banking association (the "Company"), pursuant to the terms of the Lease Agreement dated as of the date set forth therein, and the rental payments therefrom shall be applied to pay the debt service on the Bond; and

WHEREAS, the Council further finds and determines that it is necessary and desirable in connection with the issuance of the Bond that the City take certain other actions and approve the execution of certain other documents as herein provided; NOW, THEREFORE,

BE IT ORDAINED BY THE COUNCIL OF KANSAS CITY:

Section 1. Authorization of the Bond and the Bond Form. The City is hereby authorized to issue and sell its Taxable Industrial Development Revenue Bond (NationsBank, N.A. Project), Series 1999 in the principal amount not to exceed $32,000,000.00, for the purpose of paying substantially all of the costs to purchase, construct, extend and improve the Project. The Bond shall bear such

dates, shall mature at such times and in the amounts, shall be in such denominations, shall bear interest at such rates, shall be subject to redemption, shall have such other terms and provisions, and shall be issued, executed and delivered in such manner subject to such provisions, covenants and agreements, as are set forth in the Indenture. The City hereby approves the Bond Form in substantially the following form with such changes as shall be approved by the Director of Finance:

FORM OF BOND

THIS BOND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND THIS BOND MAY NOT BE TRANSFERRED EXCEPT IN ACCORDANCE WITH SECTION 406 OF THE INDENTURE REFERRED TO HEREIN.

No. R-1 Maximum Principal $32,000,000

UNITED STATES OF AMERICA

STATE OF MISSOURI

CITY OF KANSAS CITY, MISSOURI

TAXABLE INDUSTRIAL DEVELOPMENT REVENUE BOND

(NATIONSBANK, N.A. PROJECT),

SERIES 1999

MATURITY DATE INTEREST RATE ISSUE DATE

_____1, 20___ _______ % per annum January ___, 1999

THE CITY OF KANSAS CITY, MISSOURI, a constitutional charter city and municipal corporation existing under the Constitution and laws of the State of Missouri (the "Issuer"), for value received, promises to pay, solely from the source described below, to [PURCHASER] (together with its successors and assigns, and transferees as permitted below, the "Purchaser"), on the Maturity Date, Thirty Two Million Dollars (subject to prior optional or mandatory redemption as described below) or so much of such amount as has been advanced by the Purchaser and is outstanding and to pay, solely from such source, to the Purchaser under the Indenture at the close of business on the day 15 days before the relevant payment date, interest on principal amounts advanced with respect to this Bond from the dates of such advances at the Interest Rate specified above (computed on the basis of a 360-day year consisting of twelve 30-day months) until payment of such principal amount. Such interest is payable annually on February 1 in each year, beginning February 1, 2000.

This Bond is issued under and pursuant to the authority of and in full compliance with the provisions, restrictions and limitations of the Constitution and laws of the State of Missouri, including particularly Article VI, Section 27 of the Missouri Constitution, as amended, and Sections 100.010 to 100.200, inclusive, of the Missouri Revised Statutes, as amended, and pursuant to proceedings duly had by the governing body of the Issuer.

The principal of, interest on and redemption price of this Bond are payable solely from revenues derived by the Issuer from the Lease Agreement dated as of February 1, 1999 (the "Lease") between the Issuer and NationsBank, N.A. (the "Company"), which Lease relates to a financial operations facility in Kansas City, Missouri and which revenues have been pledged and assigned by the Issuer to First Security Bank, N.A., Salt Lake City, Utah (the "Trustee") under the Bond Trust Indenture dated as of February 1, 1999 (together with any amendments and supplements, the "Indenture") among the Issuer, the Purchaser and the Trustee.

Reference is made to the Indenture, the Lease, and the Purchase Agreement (as defined in the Indenture) for the provisions, among others, with respect to the custody and application of the proceeds of the sale of this Bond, the collection and disposition of income and other revenues, restrictions on transfer of this Bond, a description of the account charged with and pledged to the payment of the principal of, interest on and redemption price of this Bond, the nature and extent of the security, the terms and conditions under which this Bond is issued and amounts are to be advanced with respect to this Bond by the Purchaser, and the rights, duties and obligations of the Issuer, the Company, the Purchaser and the Trustee. By accepting this Bond, the holder accepts and undertakes to perform all of the obligations of the Purchaser.

The Bond and the interest thereon are special obligations of the Issuer payable solely out of the rents, revenues and receipts derived by the Issuer from the Project and not from any other fund or source of the Issuer, and are secured by a pledge and assignment of such rents, venues and receipts, all as provided in the Indenture. The Bond and the interest thereon shall not constitute general obligations of the Issuer or the State of Missouri, and neither the Issuer nor said State shall be liable thereon, and the Bond shall not constitute an indebtedness within the meaning of any constitutional or statutory debt limitation or restriction and are not payable in any manner by taxation. Pursuant to the provisions of the Lease, payments of basic rent sufficient for the prompt payment when due of the principal of, premium, if any, and interest on the Bond are to be paid by the Company directly to the Trustee for the account of the Issuer and deposited in a special account created by the Indenture and designated the "NationsBank, N.A. Bond Fund Account".

This Bond may be called for redemption, as provided in the Indenture, at the option of the Company, as a whole or in part on any date selected by the Company, at a redemption price equal to the principal amount to be redeemed plus interest accrued on such principal amount to the redemption date.

If a Default (as defined in the Indenture) occurs, the Purchaser may cause the then unpaid principal amount of this Bond and all accrued interest to be immediately due and payable as provided in the Indenture. Neither the Issuer nor the Trustee has any responsibility to act on behalf of the Purchaser with respect to any Default.

The Purchaser is authorized to endorse on the schedule attached to this Bond the date and amount of each advance by the Purchaser pursuant to Section 404 of the Indenture and each principal payment on and redemption in part of this Bond and the resulting principal amount. Failure to make any such endorsement or any error in such endorsement will not affect the rights or obligations of the Issuer or the Purchaser.

This Bond maybe transferred in whole but not in part. Upon any such transfer, the transferee will give notice of the transfer and of the transferee's address for notices and for payment of principal of and interest on this Bond to the Issuer, the Company and the Trustee in the manner provided in the Indenture.

The validity, construction and performance of this Bond are governed by the law of Missouri applicable to agreements made and to be performed in Missouri.

This Bond is transferable subject to the provisions on the face of this Bond, as provided in the Indenture, only upon the registration books of the Issuer kept for that purpose at the above mentioned office of the Trustee by the registered owner hereof in person or by his duly authorized attorney, upon (i) surrender of this Bond together with a written instrument of transfer satisfactory to the Trustee duly executed by the registered owner or his duly authorized attorney, and (ii) delivery by the transferee of a fully executed investment certificate in the form attached to the Indenture as Exhibit "B"; and thereupon a new Bond, and in the same aggregate principal amount, shall be issued to the transferee in exchange herefor as provided in the Indenture, and upon payment of the charges therein prescribed. The Issuer and the Trustee may deem and treat the person in whose name this Bond is registered as the absolute owner hereof for the purpose of receiving payment of, or on account of, the principal or redemption price hereof and interest due hereon and for all other purposes.

This Bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Indenture until the Certificate of Authentication hereon shall have been executed by the Trustee.

IT IS HEREBY CERTIFIED AND DECLARED that all acts, conditions and things required to exist, happen and be performed precedent to and in the execution and delivery of the Indenture and the issuance of this Bond do exist, have happened and have been performed in due time, form and manner as required by law.

IN WITNESS WHEREOF, the City of Kansas City, Missouri, has caused this Bond to be executed in its name by the manual or facsimile signature of its Mayor and attested by the manual or facsimile signature of its City Clerk and its corporate seal to be affixed hereto or imprinted hereon.

CITY OF KANSAS CITY, MISSOURI

(Seal) By: _________________________________

Mayor

ATTEST:

By:_____________________

City Clerk

COUNTERSIGNED:

By: _________________________________

Director of Finance

(FORM OF ASSIGNMENT)

(NOTE RESTRICTIONS ON TRANSFER)

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

_____________________________________________________________________________

Print or Type Name, Address and Social Security Number or other Taxpayer Identification Number of Transferee

the within Bond and all rights thereunder, and hereby authorizes the transfer of the within Bond on the books kept by the Trustee for the registration and transfer of Bonds.

Dated:__________________

_____________________________________

NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within Bond in every particular.

Signature Guaranteed By:

[Seal] _______________________________________

(Name of Eligible Guarantor Institution)

By:____________________________________

Title:___________________________________

TABLE OF OUTSTANDING PRINCIPAL AMOUNT

Resulting

Amount of Amount of Payment or Principal Notation

Date Advance Principal Redemption Amount Made By

Section 2. Special Obligations. The Bond and the interest thereon shall be special obligations of the City payable solely out of the rents, revenues and receipts derived by the City from the Project and not from any other fund or source of the City, including the rents payable under the Lease, and such rents, revenues and receipts shall be pledged and assigned to the Trustee as security for the payment of the Bond as provided in the Indenture. The Bond and the interest thereon shall not constitute general obligations of the City or the State of Missouri, and neither said City nor said State shall be liable thereon, and the Bond shall not constitute an indebtedness within the meaning of any constitutional or statutory debt limitation or restriction and are not payable in any manner by taxation.

Section 3. Authorization of Indenture. The City is hereby authorized to enter into the Bond Trust Indenture, dated as of the date set forth therein (the "Indenture"), between the City, the purchaser of the Bond and First Security Bank, N.A., Salt Lake City, Utah (the "Trustee"), pursuant to which the Bond will be issued and secured in substantially the form on file with the Director of Finance, under which the Bond shall be issued and the City shall pledge and assign the rents, revenues and receipts derived from the Project to the Trustee for the benefit and security of the holders of the Bond upon the terms and conditions as set forth in said form of Indenture, submitted to and reviewed by the City Council of the City on the date hereof, with such changes therein as shall be approved by the officers of the City executing the Indenture, such officers' signatures thereon being conclusive evidence of their approval thereof.

Section 4. Authorization of Lease. The Director of Finance is hereby authorized to enter into the Lease Agreement, dated as of the date set forth therein (the "Lease"), between the City and the Company under which the City will cause the proceeds of the Bond to be applied to finance the purchase, construction, extension and improvement of the Project in substantially the form on file with the Director of Finance, under which the City shall lease the Project to the Company and grants the Company an option to purchase the Project, all upon the terms and conditions as set forth in said form of Lease, submitted to and reviewed by the City Council of the City on the date hereof, with such changes therein as shall be approved by the officers of the City executing the Lease, such officers' signatures thereon being conclusive evidence of their approval thereof.

Section 5. Creation of Bond Fund. The City is hereby authorized to establish with the Trustee pursuant to the Indenture, a special trust fund in the name of the City to be designated the "NationsBank, N.A. Bond Fund Account," and the City shall cause all sums required by the Indenture to be deposited therein and shall create all accounts therein required by the Indenture.

Section 6. Approval of Preliminary Placement Memorandum and Placement Memorandum. The form and content of the Preliminary Placement Memorandum, and the use and distribution thereof in connection with the public sale of the Bond is hereby ratified and confirmed. The Director of Finance is hereby directed to review the information contained in the definitive Placement Memorandum and is further authorized and directed to execute and deliver the City's approval of the Placement Memorandum in such form as she shall finally approve. The use and distribution of the Placement Memorandum are hereby authorized and approved.

Section 7. Execution of Bond, Obligation and Documents. The Mayor of the City is hereby authorized and directed to execute the Bond and to deliver the Bond to the Trustee for authentication for and on behalf of and as the act and deed of the City in the manner provided in the Indenture. The Mayor or the Director of Finance is hereby authorized and directed to execute and deliver the Indenture and the Lease, and such other documents, certificates and instruments as may be necessary or desirable to carry out and comply with the intent of this Ordinance for and on behalf of and as the act and deed of the City. The City Clerk of the City is hereby authorized and directed to attest to the Bond, the Indenture, the Lease, and to such other documents, certificates and instruments as may be necessary or desirable to carry out and comply with the intent of this Ordinance.

Section 8. Further Authority. The City shall, and the officers, agents and employees of the City are hereby authorized and directed to, take such further action, and execute such other documents, certificates and instruments as may be necessary or desirable to carry out and comply with the intent of this Ordinance, to carry out the purchase and construction of the Project, and to carry out, comply with and perform the duties of the City with respect to the Bond, the Indenture and the Lease. The Director of Finance is authorized and directed to insert all provisions required for compliance with City Chapter 100 Policy approved in Committee Substitute for Resolution No. 980929.

Section 9. That Committee Substitute for Ordinance No. 981436 is amended by repealing Section 5 and enacting in its place a new Section 5 to read as follows:

Section 5. The Council hereby approves the plan for an industrial development project as described on Exhibit B attached hereto (City Project No. 98-001) and determines and declares the intent of the City to finance the costs of the Project out of the proceeds of the industrial development revenue bonds of the City to be issued pursuant to the Act in a principal amount not to exceed $32,000,000.00.

Section 10. That all references in Committee Substitute for Ordinance No. 981436 to the principal amount of $26,000,000.00 are hereby deleted and the amount of $32,000,000.00 inserted in their places.

Section 11. That Exhibit B to Committee Substitute for Ordinance No. 981436 is deleted and a new Exhibit B, attached to this ordinance, is substituted in its place.

Section 12. Effective Date. This Ordinance shall take effect and be in full force ten days after its adoption by the City Council of the City.

______________________________________________

Approved as to form and legality:

_______________________________

Assistant City Attorney