ORDINANCE NO. 980837

Approving the issuance by Kansas City Municipal Assistance Corporation of its Leasehold Improvement Revenue Refunding Bonds, Series 1998B (Truman Medical Center Charitable Foundation Project) (the "Series 1998B Bonds"), in the principal amount not to exceed $9,000,000.00; approving and authorizing the First Supplemental Indenture of Trust, the First Amendment to Base Lease, the First Amendment to Lease Purchase Agreement, the Escrow Trust Agreement, a Preliminary Official Statement and Official Statement respecting said Series 1998B Bonds; and approving and authorizing certain other actions relating to the issuance of the Series 1998B Bonds.

WHEREAS, the Kansas City Municipal Assistance Corporation (the "Corporation") proposes to issue pursuant to a First Supplemental Indenture of Trust dated as of August 1, 1998 (the "First Supplemental Indenture"), by and between the Corporation and First Bank of Missouri, as trustee (the "Trustee"), its Leasehold Improvement Revenue Refunding Bonds, Series 1998B (Truman Medical Center Charitable Foundation Project) (the "Series 1998B Bonds") in the principal amount not to exceed $9,000,000.00; to provide funds to refund the outstanding principal amount of the Corporation's Leasehold Improvement Revenue Bonds, Series 1991A (Truman Medical Center Charitable Foundation Project), which refunded amount is referred to herein as the "Refunded Bonds," to fund a debt service reserve fund for the Series 1998B Bonds, to pay the bond insurance premium and certain costs of issuance.

WHEREAS, the City found and determined that given current market conditions, present value interest savings can be produced which will benefit the citizens of the City by refunding the Refunded Bonds; NOW, THEREFORE,

BE IT ORDAINED BY THE COUNCIL OF KANSAS CITY:

Section 1. The City hereby requests, directs and instructs the Corporation to, and consents to and approves the issuance by the Corporation of the Series 1998B Bonds pursuant to an Indenture of Trust dated as of May 1, 1991 (the "Indenture"), as amended and supplemented by the First Supplemental Indenture, copies of which in substantially the form proposed to be utilized is attached hereto as Exhibit A and the execution and delivery of which are hereby consented to and approved with such changes and additions thereto as the Director of Finance deems necessary or appropriate for the purpose of providing funds to enable the Corporation to refund the Refunded Bonds, to fund a debt service reserve fund for the Series 1998B Bonds, to pay the bond insurance premium and the costs of issuing the Series 1998B Bonds. The Series 1998B Bonds shall be dated, mature, be in such denominations, bear interest at such times and have such other terms and provisions as shall be provided in the First Supplemental Indenture.

Section 2. The Escrow Trust Agreement by and among the City, the Corporation and UMB Bank, N.A., as Escrow Trustee, dated as of August 1, 1998 (the "Escrow Trust Agreement") and the First Amendment to the Lease Purchase Agreement dated as of August 1, 1998 (the "First Amendment to Lease Purchase

Agreement"), by and between the Corporation, as lessor, and the City, as lessee are hereby approved in substantially the forms attached hereto as Exhibits B and C, and the City Manager and the Director of Finance are authorized to execute and deliver and the City Clerk is authorized to attest the signatures and affix the City's seal to the Escrow Trust Agreement, the First Amendment to Base Lease and the First Amendment to Lease Purchase Agreement with such changes therein and additions thereto as the City Manager and the Director of Finance deem necessary or appropriate.

Section 3. The City hereby authorizes and approves the Preliminary Official Statement in substantially the form attached hereto as Exhibit D, and authorizes the preparation of a final Official Statement by amending, supplementing and completing the Preliminary Official Statement by the Director of Finance with such changes and additions thereto as the Director of Finance deems necessary or appropriate, the signature of the Director of Finance thereon being conclusive evidence of the Director's approval and the City's approval thereof. The City hereby consents to the use and public distribution of the Preliminary Official Statement and the final Official Statement in connection with the offering for sale of the Series 1998B Bonds.

Section 4. 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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Approved as to form and legality:

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Assistant City Attorney