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Legislation #: 130081 Introduction Date: 1/31/2013
Type: Ordinance Effective Date: none
Sponsor: None
Title: Authorizing the issuance of General Airport Revenue Bonds; prescribing the terms, provisions and conditions for the issuance of bonds and obligations of the City; and authorizing certain actions and documents and prescribing other matters relating thereto.

Legislation History
DateMinutesDescription
1/30/2013 Filed by the Clerk's office
1/31/2013 Referred to Finance, Governance & Ethics Committee
2/6/2013 Do Pass
2/7/2013 Assigned to Third Read Calendar
2/28/2013 Councilmember Marcason Move To Re-refer
2/28/2013 Re-Referred Finance, Governance & Ethics Committee
3/6/2013 Hold On Agenda (3/20/2013)
3/20/2013 Hold On Agenda (3/27/2013)
3/27/2013 Hold Off Agenda
7/10/2013 Advance and Do Pass as a Committee Substitute, Debate
7/11/2013 Passed as Substituted

View Attachments
FileTypeSizeDescription
130081.pdf Authenticated 9293K Authenticated
Airport revenue bonds 2013 (2).pdf Other 110K Airport Revenue Bonds Powerpoint
Airport revenue bonds 2013.pptx Other 130K Airport Revenue Bonds Powerpoint
Airport_revenue_bonds_130081.pdf Other 80K Powerpoint Presentation
Fact Sheet 130081 (Final-Use_This)(1).pdf Plat 259K Fact Sheet
http://kansascity.granicus.com/ViewSearchResults.php?view_id=2&keywords=130081 Video Link 0K http://kansascity.granicus.com/ViewSearchResults.php?view_id=2&keywords=130081
130081 Fact Sheet.xls Fact Sheet 83K Fact Sheet
130081 Fiscal Note.xlsx Fiscal Note 23K Fiscal Note

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COMMITTEE SUBSTITUTE FOR ORDINANCE NO. 130081

Authorizing the issuance of General Airport Revenue Bonds; prescribing the terms, provisions and conditions for the issuance of bonds and obligations of the City; and authorizing certain actions and documents and prescribing other matters relating thereto.

WHEREAS, the City of Kansas City, Missouri (the “City”), is a constitutional charter city and political subdivision duly organized and existing under the laws of the State of Missouri, and owns and operates a revenue producing airport system (the “Airport System” as hereinafter defined) serving the City and its inhabitants and others; and

WHEREAS, the City desires from time to time to issue revenue bonds to make certain additions, extensions and improvements to the Airport System and is authorized under the provisions of the Charter (as hereinafter defined) to issue and sell revenue bonds for the purpose of providing funds for such purpose, upon obtaining the required voter approval and provided that the principal of and interest on such revenue bonds shall be payable solely from Net Revenues (as hereinafter defined); and

WHEREAS, the City further desires from time to time to issue refunding revenue bonds for the purpose of refunding prior issues of revenue bonds and is authorized under the provisions of the Charter to issue and sell refunding revenue bonds for the purpose of providing funds for such purpose, provided that the principal of and interest on such refunding revenue bonds shall be payable solely from Net Revenues; NOW, THEREFORE,

BE IT ORDAINED BY THE COUNCIL OF KANSAS CITY:

ARTICLE I

DEFINITIONS; INTERPRETATION

Section 1.01 Definitions. The capitalized terms used in this Master Bond Ordinance and in any Supplemental Ordinance shall, for all purposes of this Master Bond Ordinance, have the meanings specified in this Article I, unless a different definition is given such term in said Supplemental Ordinance or unless the context clearly requires otherwise.

Account” shall mean any account established pursuant to this Master Bond Ordinance or any Supplemental Ordinance.

Accreted Value” shall mean (a) with respect to any Capital Appreciation Bonds, as of any date of calculation, the sum of the amount set forth in a Supplemental Ordinance as the amount representing the initial principal amount of such Capital Appreciation Bond plus the interest accumulated, compounded and unpaid thereon as of the most recent compounding date, or (b) with respect to any Original Issue Discount Bonds, as of the date of calculation, the amount representing the initial public offering price of such Original Issue Discount Bond plus the amount of the discounted principal which has accreted since the date of issue; in each case the Accreted Value shall be determined in accordance with the provisions of the Supplemental Ordinance authorizing the issuance of such Capital Appreciation Bond or Original Issue Discount Bond. All references herein to “principal” shall include Accreted Value, as applicable.

Aggregate Annual Debt Service” shall mean for any Fiscal Year the aggregate amount of Annual Debt Service on all Outstanding Bonds. For purposes of calculating Aggregate Annual Debt Service, the following components of debt service shall be computed as follows:

(a)                in determining the amount of principal due in each year, payment shall (unless a different paragraph of this definition applies for purposes of determining principal maturities or amortization) be assumed to be made on Outstanding Bonds in accordance with any amortization schedule established by the governing documents setting forth the terms of such Bonds, including, as a principal payment, the Accreted Value of any Capital Appreciation Bonds or Original Issue Discount Bonds maturing or scheduled for redemption in such year; in determining the amount of interest due in each year, interest payable at a fixed rate shall (except to the extent paragraphs (b), (c) or (d) of this definition applies) be assumed to be made at such fixed rate and on the required funding dates; provided, however, that interest payable on the Bonds shall be excluded to the extent such payments are to be paid from Capitalized Interest for such Fiscal Year;

(b)               if all or any portion or portions of an Outstanding Series of Bonds constitute Balloon Indebtedness, then, for purposes of determining Aggregate Annual Debt Service, each maturity which constitutes Balloon Indebtedness shall, unless otherwise provided in the Supplemental Ordinance pursuant to which such Balloon Indebtedness is issued or unless paragraph (c) of this definition then applies to such maturity, be treated as if it were to be amortized over a term of not more than 30 years and with substantially level annual debt service funding payments commencing not later than the year following the year in which such Balloon Indebtedness was issued, and extending not later than 30 years from the date such Balloon Indebtedness was originally issued; the interest rate used for such computation for fixed rate obligations shall be the applicable fixed rates and for variable rate obligations it shall be that rate quoted in The Bond Buyer 25 Revenue Bond Index, or such successor or replacement index, for the last week of the month preceding the date of calculation as published by The Bond Buyer, or if that index is no longer published, another similar index selected by the City, or if the City fails to select a replacement index, that rate determined by a Consultant to be a reasonable market rate for fixed‑rate Bonds of a corresponding term issued under this Master Bond Ordinance on the date of such calculation, with no credit enhancement and taking into consideration whether such Bonds bear interest which is or is not excluded from gross income for federal income tax purposes and which is or is not subject to any alternative minimum tax; with respect to any Series of Bonds only a portion of which constitutes Balloon Indebtedness, the remaining portion shall be treated as described in (a) above or such other provision of this definition as shall be applicable and, with respect to any Series of Bonds or that portion of a Series thereof which constitutes Balloon Indebtedness, all payments of principal and interest becoming due prior to the year of the stated maturity of the Balloon Indebtedness shall be treated as described in paragraph (a) of this definition or such other provision of this definition as shall be applicable;

(c)                any maturity of Bonds which constitutes Balloon Indebtedness as described in paragraph (b) of this definition and for which the stated maturity date occurs within 12 months from the date such calculation of Aggregate Annual Debt Service is made, shall be assumed to become due and payable on the stated maturity date and paragraph (b) of this definition shall not apply thereto unless there is delivered to the entity making the calculation of Aggregate Annual Debt Service a certificate of an Authorized City Representative stating that the City intends to refinance such maturity and stating the probable terms of such refinancing and that the debt capacity of the City is sufficient to successfully complete such refinancing; upon the receipt of such certificate, such Balloon Indebtedness shall be assumed to be refinanced in accordance with the probable terms set out in such certificate and such terms shall be used for purposes of calculating Aggregate Annual Debt Service, provided that such assumption shall not result in an interest rate lower than that which would be assumed under paragraph (b) above and shall be amortized over a term of not more than 30 years from the date of refinancing;

(d)               if any Outstanding Bonds or any Bonds which are then proposed to be issued constitute Tender Indebtedness, then, for purposes of determining Aggregate Annual Debt Service, Tender Indebtedness shall be treated as if (i) the principal amount of such Bonds were to be amortized over a term of not more than 30 years commencing in the year in which such Series is first subject to tender and with substantially level Annual Debt Service payments and extending not later than 30 years from the date such Tender Indebtedness was originally issued, provided, however, notwithstanding the previous provisions of this clause (i), any principal amortization schedule set forth in a Supplemental Ordinance (including, but not limited to, any mandatory sinking fund redemption schedule) shall be applied to determine the principal amortization of such Bonds; (ii) the interest rate used for such computation shall be that rate quoted in The Bond Buyer 25 Revenue Bond Index, or such successor or replacement index, for the last week of the month preceding the date of calculation as published by The Bond Buyer, or if that index is no longer published, another similar index selected by the City, or if the City fails to select a replacement index, that rate determined by a Consultant to be a reasonable market rate for fixed‑rate Bonds of a corresponding term issued under this Master Bond Ordinance on the date of such calculation, with no credit enhancement and taking into consideration whether such Bonds bear interest which is or is not excluded from gross income for federal income tax purposes and which is or is not subject to any alternative minimum tax; and (iii) with respect to all principal and interest payments becoming due prior to the year in which such Tender Indebtedness is first subject to tender, such payments shall be treated as described in paragraph (a) of this definition unless the interest during that period is subject to fluctuation, in which case the interest becoming due prior to such first tender date shall be determined as provided in paragraph (e) or (f) of this definition, as appropriate;

(e)                if any Outstanding Bonds constitute Variable Rate Indebtedness, including obligations described in paragraph (h)(ii) of this definition to the extent it applies (except to the extent paragraph (b) or (c) of this definition relating to Balloon Indebtedness or paragraph (d) of this definition relating to Tender Indebtedness or paragraph (h)(i) of this definition relating to Synthetic Fixed Rate Debt applies), the interest rate used for such computation shall be the highest of (i) the actual rate on the date of calculation, or, if such Bonds constituting Variable Rate Indebtedness are not yet Outstanding, the initial rate, if established and binding, (ii) if the Bonds constituting Variable Rate Indebtedness have been Outstanding for at least twelve months, the average rate over the twelve months immediately preceding the date of calculation, or (iii) (A) if the interest on the Bonds constituting Variable Rate Indebtedness is excludable from the gross income of the holder thereof for federal income tax purposes, the most recently published “Revenue Bond Index,” published by the financial news publication presently known as The Bond Buyer, or comparable index if no longer published, plus 50 basis points, or (B) if the interest on the Bonds constituting Variable Rate Indebtedness is includable in the gross income of the holder thereof for federal income tax purposes, the interest rate on direct obligations of the United States with comparable maturities, plus 50 basis points; provided, however, for the purpose of the verifying prior compliance with the rate covenants contained in Section 6.03 hereof, such Variable Rate Indebtedness shall be deemed to bear interest at the actual rate borne during any prior test period. Notwithstanding anything contained herein to the contrary, for the purposes of setting rates, fees and charges under Section 6.03 for the then current Fiscal Year, the City may assume an interest rate that is equal to the average rate over the last twelve months plus 50 basis points;

(f)                with respect to any Program Bonds, debt service on Program Bonds then Outstanding shall be determined in accordance with such of the foregoing provisions of this definition as shall be applicable;

(g)                debt service on Repayment Obligations, to the extent such obligations constitute Bonds under Section 5.06 hereof, shall be calculated as provided in Section 5.06 hereof;

(h)               (i) for purposes of computing the Aggregate Annual Debt Service of Bonds which constitute Synthetic Fixed Rate Debt, the interest payable thereon shall, if the City elects, be that rate as provided for by the terms of the Swap or the net interest rate payable pursuant to offsetting indices, as applicable; or, if the City fails to elect such rate, then it shall be deemed to be the fixed interest rate quoted in The Bond Buyer 25 Revenue Bond Index, or such successor or replacement index, for the last week of the month preceding the date of calculation as published by The Bond Buyer, or if that index is no longer published, another similar index selected by the City or if the City fails to select a replacement index, that rate determined by a Consultant to be a reasonable market rate for fixed‑rate Bonds of a corresponding term issued under this Master Bond Ordinance on the date of such calculation, with no credit enhancement and taking into consideration whether such Bonds bear interest which is or is not excluded from gross income for federal income tax purposes and which is or is not subject to any alternative minimum tax;

(ii) for purposes of computing the Aggregate Annual Debt Service of Bonds with respect to which a Swap has been entered into whereby the City has agreed to pay the floating variable rate thereunder, no fixed interest rate amounts payable on the Bonds to which such Swap pertains shall be included in the calculation of Aggregate Annual Debt Service, and the interest rate with respect to such Bonds shall be the sum of that rate as determined in accordance with paragraph (e) of this definition relating to Variable Rate Indebtedness plus the difference between the interest rate on the Designated Debt and the rate received from the Swap Provider;

(i)                 with respect to any Interim Indebtedness, it shall be assumed that the principal amount of the Interim Indebtedness will be continuously refinanced and will remain Outstanding until the first Fiscal Year for which interest on the Interim Indebtedness has not been capitalized or otherwise funded or provided for, at which time (which shall not be beyond the maturity date of the Interim Indebtedness) it shall be assumed (A) that the Outstanding principal amount of the Interim Indebtedness will be refinanced with a series of additional Bonds that will be amortized over a period not to exceed thirty (30) years in such manner as will cause the maximum Annual Debt Service applicable to such series in any twelve (12) month period not to exceed 110% of the minimum Annual Debt Service applicable to such series for any other twelve (12) month period, and (B) that the series of additional Bonds will bear interest at a fixed interest rate estimated by the City’s financial advisor to be the interest rate such series of additional Bonds would bear if issued on such terms on the date of such estimate. Notwithstanding anything to the contrary, for the purposes of setting rates, fees and charges under Section 6.03 hereof for the then current Fiscal Year, the City may assume an interest rate that is equal to the average rate over the last twelve months plus 50 basis points.

(j)                 if moneys, Permitted Investments or any other amounts not included in Revenues have been used to pay or have been irrevocably deposited with and are held by the City to pay or Capitalized Interest has been set aside exclusively to be used to pay principal and/or interest on specified Bonds, then the principal and/or interest to be paid from such moneys, Permitted Investments, other amounts not included in Revenues or Capitalized Interest or from the earnings thereon shall be disregarded and not included in calculating Annual Debt Service; and

(k)               if Passenger Facility Charges, Customer Facility Charges, Federal Direct Payments, state and/or federal grants (including through a Letter of Intent) or other moneys not included in Revenues have been irrevocably committed or are held by the City and are to be set aside exclusively to be used to pay principal of and/or interest on specified Bonds, then the principal and/or interest to be paid from such Passenger Facility Charges, Customer Facility Charges, Federal Direct Payments, state and/or federal grants or other moneys not included in Revenues or from earnings thereon shall be disregarded (unless such Passenger Facility Charges, Customer Facility Charges, Federal Direct Payments, state and/or federal grants or other moneys are included in the definition of Revenues) and not included in calculating Aggregate Annual Debt Service and/or Annual Debt Service.

(l)                 average Aggregate Annual Debt Service on any Outstanding Bonds, proposed Series of Bonds or other obligations of the City with respect to the Airport System shall be calculated by dividing the aggregate debt service requirements on such Bonds, proposed Series of Bonds or other obligations, as applicable, by the number of years remaining until the last of such Bonds, proposed Series of Bonds or other obligations, as applicable, matures.

Aggregate Annual Debt Service For Reserve Requirement” shall mean the computation of Aggregate Annual Debt Service with respect to all Outstanding Bonds participating in the Reserve Fund or all Outstanding Bonds participating in a separately established Series Debt Service Reserve Fund, as the case may be, in the then current or any future Fiscal Year with such modifications in the assumptions thereof as is described in this definition. For purposes of determining the Aggregate Annual Debt Service For Reserve Requirement, the annual debt service with respect to any Variable Rate Indebtedness shall, upon the issuance of such Series, be calculated on the basis of the assumptions set forth in paragraph (e) of the definition of Aggregate Annual Debt Service, and the amount so determined shall not require adjustment thereafter except as appropriate to reflect reductions in the outstanding principal amount of such Series. For purposes of the Aggregate Annual Debt Service For Reserve Requirement, the annual debt service requirements assumed at the time of issuance of a Series of Bonds containing Balloon Indebtedness or Tender Indebtedness shall not, with respect to such Series, require subsequent increases.

Airlines Operation and Maintenance Reserve Account” or “Airlines O&M Reserve Account” shall mean the Airlines Operation and Maintenance Reserve Account renamed, ratified and confirmed as provided by Section 4.03 hereof.

Airlines Operation and Maintenance Reserve Requirement” means, as of any date of calculation, an amount equal to not less than one-sixth (1/6) (representing two (2) months) of the amount included in the then current Annual Budget for Operation and Maintenance Expenses in Airline Cost Centers (as defined by the Aviation Department from time to time), or such greater percentage (representing a greater number of months) of such amount for a Fiscal Year as has been established by the City as the Airlines Operation and Maintenance Reserve Requirement with respect to such Fiscal Year.

Airports” means the Charles B. Wheeler Downtown Airport located in Clay County, Missouri and Kansas City International Airport located in Platte County, Missouri, and any other airport hereafter owned and operated by the City and designated as an “Airport” in a Supplemental Ordinance.

Airport Facilities” or “Airport Facility” shall mean a facility or group of facilities or category of facilities which constitute or are part of the Airport System.

Airport System” shall mean the Airports and all operations of the Airports, including all of their revenue‑producing functions, facilities and properties, whether or not directly related to the air transportation of people and goods.

Annual Budget” means the annual budget for the Airport System, as amended or supplemented, adopted or in effect for a particular Fiscal Year.

Annual Debt Service” shall mean, with respect to any Bond, the aggregate amount of principal, interest and such other amounts becoming due and payable during a Fiscal Year, and if a Qualified Swap is in effect for any Bond, plus the amount payable by the City under the Qualified Swap in accordance with the terms thereof, less any amount to be received by the City from the Qualified Swap Provider pursuant to the Qualified Swap, calculated using the principles and assumptions set forth in the definition of Aggregate Annual Debt Service; provided, however, for purposes of determining the amount of Annual Debt Service to be used to determine compliance with the rate covenant set forth in Section 6.03 hereof, such amount shall be revised to reflect the application of subparagraphs (j) and (k) of the definition of “Aggregate Annual Debt Service.”

Approved PFC Projects means any additions, betterments, extensions, other improvements of or related to the Airports or other costs incurred for any purpose at or related to the Airports from time to time (whether or not located at the Airports), including, without limitation, the acquisition of land, all of which shall have been authorized by the FAA in a Record of Decision or Final Agency Decision (or comparable decision named in accordance with then current FAA terminology), and shall constitute an “Approved Project,” as such term is defined in the PFC Regulations.

Authorized City Representative” shall mean the City Manager, the Director of Finance, the City Treasurer, the Aviation Department Representative or such other officer or employee of the City or other person which other officer, employee or person has been designated by the City Manager as an Authorized City Representative.

Aviation Department Representative” means the Director of the City’s Aviation Department and such other person or persons at the time designated to act on behalf of the City’s Aviation Department in matters relating to this Master Bond Ordinance as evidenced by a written certificate containing the specimen signature of such person or persons and signed on behalf of the City’s Aviation Department by its Director.

Balloon Indebtedness” shall mean, with respect to any Series of Bonds 25% or more of the initial principal of which matures on the same date or within a Fiscal Year, that portion of such Series which matures on such date or within such Fiscal Year. For purposes of this definition, the principal amount maturing on any date shall be reduced by the amount of such Bonds, scheduled to be amortized by prepayment or redemption prior to their stated maturity date.

Bond” or “Bonds” shall mean any debt obligation of the City issued with respect to the Airports as a taxable or tax-exempt obligation under and in accordance with the provisions of Article II hereof, including, but not limited to, bonds, notes, bond anticipation notes, commercial paper notes and other instruments creating an indebtedness of the City, and obligations incurred through lease or installment purchase agreements or other agreements or certificates of participation therein and Repayment Obligations to the extent provided in Section 5.06 hereof. The term “Bond” or “Bonds” herein does not include any Subordinate Obligation; provided, however, that the City may provide in a Supplemental Ordinance to this Master Bond Ordinance that Subordinate Obligations may be thenceforth issued pursuant to this Master Bond Ordinance having the terms applicable to the Bonds, except that such Subordinate Obligations shall be junior and subordinate in payment to the Bonds from Net Revenues. The term “Bond” and “Bonds” includes Program Bonds.

Bond Counsel” shall mean a firm or firms of attorneys which are nationally recognized as experts in the area of municipal finance and which are familiar with the transactions contemplated under this Master Bond Ordinance and which are acceptable to the City.

Bondholder,” “holder,” “Owner,” “owner” or “registered owner” shall mean the person in whose name any Bond or Bonds are registered on the books maintained by the Bond Registrar and shall include any Credit Provider or Liquidity Provider to which a Repayment Obligation is then owed, to the extent that such Repayment Obligation is deemed to be a Bond under the provisions of Section 5.06 hereof.

Bond Ordinance” means collectively, the Master Bond Ordinance and any applicable Supplemental Ordinance.

Bond Register” means the books for the registration, transfer and exchange of Bonds maintained by the Bond Registrar.

Bond Registrar” means the bond registrar selected from time to time by the Director of Finance with respect to the Bonds or any Series of Bonds.

Business Day” means any day except Saturday, Sunday, a legal holiday or a day on which banking institutions located in the States of Missouri and New York are authorized by law to close, provided that such term may have a different meaning for any specified Series of Bonds if so provided by Supplemental Ordinance.

Capital Appreciation Bonds” shall mean Bonds all or a portion of the interest on which is compounded and accumulated at the rates and on the dates set forth in a Supplemental Ordinance and is payable only upon redemption or on the maturity date of such Bonds. Bonds which are issued as Capital Appreciation Bonds, but later convert to Bonds on which interest is paid periodically shall be Capital Appreciation Bonds until the conversion date and from and after such conversion date shall no longer be Capital Appreciation Bonds, but shall be treated as having a principal amount equal to their Accreted Value on the conversion date.

Capitalized Interest” shall mean the amount of interest on Bonds, if any, funded from the proceeds of the Bonds or other monies that are deposited with the City in a Debt Service Fund as shall be described in a Supplemental Ordinance upon issuance of Bonds to be used to pay interest on the Bonds.

CFC Ordinance” means Committee Substitute for Ordinance No. 001518, codified in Chapter 6 of the Code of Ordinances of the City, and as the same may be amended, which authorized the collection of a Customer Facility Charge from customers of automobile rental companies as provided therein.

Charter” shall mean the Charter of the City of Kansas City, Missouri, as may be in effect from time to time.

City” shall mean the City of Kansas City, Missouri, a charter city and municipal corporation organized and existing under the Constitution and laws of the State, and any successor thereto.

City Clerk” shall mean the City Clerk of the City of Kansas City, Missouri.

City Council” shall mean the City Council of the City of Kansas City, Missouri.

City Manager” shall mean the person at a given time who is the City Manager of the City or such other title as the City may from time to time assign for such position and the officer or officers succeeding to such position.

City Treasurer” shall mean the person at a given time who is the City Treasurer of the City or such other title as the City may from time to time assign for such position and the officer or officers succeeding to such position.

Code” shall mean the Internal Revenue Code of 1986, as amended, and the United States Treasury Regulations applicable with respect thereto.

Consultant” shall mean any Independent consultant, consulting firm, engineer, architect, engineering firm, architectural firm, accountant or accounting firm, financial advisory or investment banking firm, or other expert recognized to be well‑qualified for work of the character required and retained by the City to perform acts and carry out the duties provided for such consultant in this Master Bond Ordinance.

Continuing Disclosure Undertaking” means the continuing disclosure undertaking or continuing disclosure agreement relating to a series of Bonds, as amended from time to time in accordance with its terms.

Costs” or “Costs of a Project” shall mean all costs of planning, developing, financing, constructing, installing, equipping, furnishing, improving, acquiring, enlarging and/or renovating a Project and placing the same in service and shall include, but not be limited to the following: (a) costs of real or personal property, rights, franchises, easements and other interests in property, real or personal, and the cost of demolishing or removing structures and site preparation, infrastructure development, and landscaping and acquisition of land to which structures may be removed; (b) the costs of materials and supplies, machinery, equipment, vehicles, rolling stock, furnishings, improvements and enhancements; (c) labor and related costs and the costs of services provided, including costs of consultants, advisors, architects, engineers, accountants, planners, attorneys, financial and feasibility consultants, in each case, whether an employee of the City or a Consultant; (d) costs of the City properly allocated to a Project and with respect to costs of its employees or other labor costs, including the cost of medical, pension, retirement and other benefits as well as salary and wages and the allocable costs of administrative, supervisory and managerial personnel and the properly allocable cost of benefits provided for such personnel; (e) Costs of Issuance and other financing expenses, including costs related to issuance of and securing of Bonds, costs of Credit Facilities, Liquidity Facilities, Capitalized Interest, the Reserve Fund, any Series Debt Service Reserve Fund (other than the Reserve Fund), Paying Agent’s fees and expenses; (f) any Swap Termination Payments due in connection with a Series of Bonds or the failure to issue such Series of Bonds, and (g) such other costs and expenses that can be capitalized under generally accepted accounting principles in effect at the time the cost is incurred by the City.

Costs of Issuance” means issuance costs with respect to the Bonds, including but not limited to the following: underwriters spread, discount or fees; Credit Provider fees, Liquidity Provider fees and Reserve Fund Surety Policy fees; counsel fees (including bond counsel, underwriters counsel, disclosure counsel, City’s counsel, as well as any other specialized counsel fees incurred in connection with the borrowing); financial advisor fees of any financial advisor to the City incurred in connection with the issuance of the Bonds; Consultant fees; initial remarketing agent fees or auction agent fees; rating agency fees; escrow agent, verification agent and paying agent fees; accountant fees and other expenses related to issuance of the Bonds; printing costs (for the Bonds and of the preliminary and final official statement relating to the Bonds); and fees and expenses of the City incurred in connection with the issuance of the Bonds.

Coverage Deposit Account” shall mean the Coverage Deposit Account established by the City in the Kansas City Airports Fund pursuant to Section 4.03 hereof into which the Rate Reserve Amount is deposited.

Credit Facility” shall mean a policy of municipal bond insurance, a letter of credit, surety bond, line of credit, guarantee, standby purchase agreement, Reserve Fund Surety Policy or other financial instrument which obligates a third party to make payment of or provide funds to the City for the payment of the principal of and/or interest on Bonds whether such obligation is to pay in the first instance and seek reimbursement or to pay only if the City fails to do so.

Credit Provider” shall mean the party obligated to make payment of principal of and interest on the Bonds under a Credit Facility.

Customer Facility Charges” or “CFC” shall mean all amounts received by the City from the payment of the Customer Facility Charge established by the CFC Ordinance of the City Council as it may be amended from time to time and interest earnings thereon, net of amounts that collecting entities are entitled to retain for collecting, handling, and remitting such CFC revenues (if any).

Debt Service Fund” or “Debt Service Funds” shall mean a Debt Service Fund or any of the Debt Service Funds required to be established as provided by Section 4.07 hereof.

Designated Debt” shall mean a specific indebtedness, designated by the City, in which such debt shall be offset with a Swap, such specific indebtedness to include all or any part of a Series of Bonds.

Director of Finance” shall mean the person at a given time who is the Director of Finance of the City or such other title as the City may from time to time assign for such position and the officer or officers succeeding to such position.

Event of Default” shall mean any occurrence or event specified in Section 7.01 hereof.

Extension and Bond Retirement Account” means the Extension and Bond Retirement Account ratified and confirmed as provided by Section 4.03 hereof.

FAA means the Federal Aviation Administration, or the successor to its powers and authority.

Facilities Construction Credit” and “Facilities Construction Credits” shall mean the amounts further described herein resulting from an arrangement embodied in a written agreement of the City and another person or entity pursuant to which the City permits such person or entity to make a payment or payments to the City which is reduced by the amount owed by the City to such person or entity under such agreement, resulting in a net payment to the City by such person or entity. The “Facilities Construction Credit” shall be deemed to be the amount owed by the City under such agreement which is “netted” against the payment of such person or entity to the City. Facilities Construction Credits are sometimes referred to as “rental credits.”

Fair Market Value” shall mean the price at which a willing buyer would purchase an investment from a willing seller in a bona fide, arm’s length transaction (determined as of the date the contract to purchase or sell the investment becomes binding) if the investment is traded on an established securities market (within the meaning of section 1273 of the Code) and, otherwise, the term “fair market value” means the acquisition price in a bona fide, arm’s length transaction (as referenced above) if (a) the investment is a certificate of deposit that is acquired in accordance with applicable regulations under the Code, (b) the investment is an agreement with specifically negotiated withdrawal or reinvestment provisions and a specifically negotiated interest rate (for example, a guaranteed investment contract, a forward supply contract or other investment agreement) that is acquired in accordance with applicable regulations under the Code or (c) the investment is a United States Treasury Security—State and Local Government Series that is acquired in accordance with applicable regulations of the United States Bureau of Public Debt.

Federal Direct Payments” means amounts payable by the federal government to the City, pursuant to Sections 54AA and 6431 of the Code, as may be amended from time to time, in connection with the City’s issuance of Bonds with respect to the Airports, in lieu of any credit otherwise available to the Owners of Bonds.

Federal Securities” shall mean any direct general non-callable 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 of the United States of America, and Refcorp strips.

Final Agency Decision” means a Final Agency Decision of the FAA relating to the City’s Approved PFC Projects as may be issued, modified or amended from time to time.

Fiscal Year” means the 12-month period used by the City for its general accounting purposes, as it may be changed from time to time. The Fiscal Year at the time this Master Bond Ordinance was adopted begins on May 1 and ends on April 30 of the immediately following calendar year.

Fitch” shall mean Fitch Ratings, a corporation organized and existing under the laws of the State of Delaware, its successors and its assigns, and, if such corporation shall for any reason no longer perform the functions of a securities rating agency, “Fitch” shall be deemed to refer to any nationally recognized rating agency designated by the City.

Fund” shall mean any fund established pursuant to this Master Bond Ordinance or any Supplemental Ordinance.

Implemented” shall mean, when used with respect to a Program, a Program which has been authorized and the terms thereof approved by an ordinance or resolution of the City Council.

Independent” shall mean, when used with respect to any specified firm or individual, such a firm or individual who (a) does not have any direct financial interest or any material indirect financial interest in the operations of the City, other than the payment to be received under a contract for services to be performed, and (b) is not connected with the City as an official, officer or employee.

Interim Indebtedness” shall mean any Bond or Bonds (i) for or with respect to which no principal payments are required to be made other than on the maturity date thereof, which date shall be no later than five (5) years from the date of their delivery to their initial purchasers, and (ii) which are authorized by a Supplemental Ordinance which declares the City’s intent, at the time of issuance, to refund or refinance all or a part of the same prior to or on such maturity date, including commercial paper, notes, and similar obligations.

Kansas City Airports Fund” means the fund established by Committee Substitute for Ordinance No. 17944 of the City passed on June 16, 1954, and any successor to such fund.

Letter of Intent” means a written commitment to make grant payments to the City (which commitment may be subject to appropriations) from the United States of America or any department or agency thereof, including but not limited to the FAA and the Transportation Security Administration of the United States Department of Homeland Security, or from the State or any department or agency of the State.

Liquidity Facility” shall mean a letter of credit, line of credit, standby purchase agreement or other financial instrument, including a Credit Facility, which is available to provide funds with which to purchase Bonds.

Liquidity Provider” shall mean the entity, including a Credit Provider, which is obligated to provide funds to purchase Bonds under the terms of a Liquidity Facility.

Mail” shall mean by first‑class United States mail, postage prepaid.

Maintenance and Replacement Account” means the Maintenance and Replacement Account renamed, ratified and confirmed as provided by Section 4.03 hereof.

Master Bond Ordinance” shall mean this Master Bond Ordinance, together with all amendments thereto.

Maximum Aggregate Annual Debt Service” shall mean the maximum amount of Aggregate Annual Debt Service with respect to all Bonds.

Maximum Aggregate Annual Debt Service For Reserve Requirement” shall mean the computation of Maximum Aggregate Annual Debt Service with respect to all Outstanding Bonds participating in the Reserve Fund or all Outstanding Bonds participating in a separately established Series Debt Service Reserve Fund, as the case may be, in the then current or any future Fiscal Year, with such modifications in the assumptions thereof as is described in this definition. For purposes of determining the Maximum Aggregate Annual Debt Service For Reserve Requirement the annual debt service with respect to any Variable Rate Indebtedness shall, upon the issuance of such Series, be calculated on the basis of the assumptions set forth in paragraph (e) of the definition of Aggregate Annual Debt Service, and the amount so determined shall not require adjustment thereafter except as appropriate to reflect reductions in the outstanding principal amount of such Series. For purposes of the Maximum Aggregate Annual Debt Service For Reserve Requirement, the annual debt service requirements assumed at the time of issuance of a Series of Bonds containing Balloon Indebtedness or Tender Indebtedness shall not, with respect to such Series, require subsequent increases.

Moody’s” shall mean Moody’s Investors Service, a corporation organized and existing under the laws of the State of Delaware, its successors and its assigns, and, if such corporation shall for any reason no longer perform the functions of a securities rating agency, “Moody’s” shall be deemed to refer to any other nationally recognized rating agency designated by the City.

Net Proceeds” shall mean insurance proceeds received as a result of damage to or destruction of the Airport System or any condemnation award or amounts received by the City from the sale of the Airport System under the threat of condemnation less expenses (including attorneys’ fees and expenses) incurred in the collection of such proceeds or award.

Net Revenues” shall mean, for any given period, the Revenues for such period, less the Operation and Maintenance Expenses for such period.

Nonqualified Swap” shall mean any Swap that is not a Qualified Swap.

Notes” shall mean Bonds issued under the provisions of Article II hereof which have a maturity of one year or less from their date of original issuance.

OPEB Obligations” means the amount by which the City’s actual other post-employment benefits (OPEB) contributions are less than its OPEB cost or expense for any Fiscal Year.

Operation and Maintenance Expenses” shall mean reasonable and necessary costs paid or incurred by the City for maintaining and operating the Airport System, determined in accordance with generally accepted accounting principles, including all reasonable expenses of management and repair and all other expenses necessary to maintain and preserve the Airport System in good repair and working order, and including all administrative costs of the City that are charged directly or apportioned to the operation of the Airport System, such as salaries and wages of employees, overhead, taxes (if any) and insurance premiums, assessments for public improvements and including all other reasonable and necessary costs of the City or charges required to be paid by the City in order to comply with the terms hereof; but excluding in all cases payments in lieu of taxes to be paid by the Airport System to the City, depreciation, replacement and obsolescence charges or reserves therefor, any principal or interest payment in respect of capital leases or indebtedness including the Bonds, any costs of issuance relating to any capital leases or indebtedness including the Bonds, amortization or intangibles, any non-cash OPEB Obligations, any Swap Termination Payments and any Operation and Maintenance Expenses payable from moneys other than Revenues.

Original Issue Discount Bonds” shall mean Bonds which are sold at an initial public offering price of less than face value and which are specifically designated as Original Issue Discount Bonds in the Supplemental Ordinance under which such Bonds are issued.

Outstanding” when used with respect to Bonds shall mean all Bonds which have been authenticated and delivered under this Master Bond Ordinance, except:

(m)             Any portion of the Bonds theretofore fully paid by the Paying Agent to the registered holders or canceled by the Paying Agent or delivered to the Paying Agent for cancellation;

(n)               any portion of the Bonds that has been defeased by the deposit of funds or qualified securities with the Paying Agent or other qualified party in compliance with this Master Bond Ordinance; and

(o)               Bonds deemed to be paid in accordance with Article VIII hereof;

(p)               Bonds in lieu of which other Bonds have been authenticated and delivered pursuant to this Master Bond Ordinance and any Supplemental Ordinance;

(q)               Bonds that have become due (at maturity or on redemption, acceleration or otherwise) and for the payment of which sufficient moneys, including interest accrued to the due date, are held by the Paying Agent;

(r)                 Bonds which, under the terms of the Supplemental Ordinance pursuant to which they were issued, are deemed to be no longer Outstanding;

(s)                Repayment Obligations deemed to be Bonds under Section 5.06 hereof to the extent such Repayment Obligation arose under the terms of a Liquidity Facility and are secured by a pledge of Outstanding Bonds acquired by the Liquidity Provider, provided the Liquidity Provider purchased and holds Bonds pursuant to the Liquidity Facility; and

(t)                 for purposes of any consent or other action to be taken by the holders of a specified percentage of Bonds under this Master Bond Ordinance, Bonds held by or for the account of the City or by any person controlling, controlled by or under common control with the City, unless such Bonds are pledged to secure a debt to an unrelated party.

Passenger Facility Charges” or “PFCs” shall mean charges collected by the City pursuant to the authority granted by the Aviation Safety and Capacity Expansion Act of 1990 Pub. L. 101-508, Title IX, Subtitle B, Sections 9110 and 9111, the Wendel H. Ford Aviation Investment and Reform Act for the 21st Century, Pub. L. 106-181 and 14 CFR Part 158, all as amended from time to time, or any other applicable federal law, and by the Records of Decision or Final Agency Decisions (or comparable decision named in accordance with then current FAA terminology), and interest earnings thereon net of amounts that collecting air carriers are entitled to retain for collecting, handling and remitting such passenger facility charge revenues.

Paying Agent” means the paying agent selected from time to time by the Director of Finance with respect to the Bonds or any Series of Bonds.

Payment Date” shall mean, with respect to any Bonds, each date on which interest is due and payable thereon and each date on which principal is due and payable thereon whether by maturity or redemption thereof.

Permitted Investments” shall mean any of the following securities, if and to the extent the same are at the time legal for investment of the City’s moneys held in the funds and accounts referred to in Article IV:

(a)                United States Treasury Securities (Bills, Notes, Bonds and Strips).

(b)               United States Agency/GSE Securities. The City may invest in obligations issued or guaranteed by any agency of the United States Government and in obligations issued by any government sponsored enterprise (GSE) which have a liquid market and a readily determinable market value that are described as follows:

                                                                                      i.      U.S. Government Agency Coupon and Zero Coupon Securities.

                                                                                    ii.      U.S. Government Agency Discount Notes.

                                                                                  iii.      U.S. Government Agency Callable Securities. Restricted to securities callable at par only.

                                                                                  iv.      U.S. Government Agency Step-Up Securities. The coupon rate is fixed for an initial term. At the step-up date, the coupon rate rises to a new, higher fixed interest rate.

                                                                                    v.      U.S. Government Agency Floating Rate Securities. Restricted to coupon with no interim caps that reset at least quarterly and that float off of only one index.

                                                                                  vi.      U.S. Government Agency/GSE Mortgage Backed Securities (MBS, CMO, Pass-Thru Securities). Restricted to securities with final maturities of five (5) years or less or have the final projected payment no greater than five (5) years when analyzed in a +300 basis point interest rate environment.

(c)                Repurchase Agreements. The City may invest in contractual agreements between the City and commercial banks or primary government securities dealers. The Bond Securities Industry & Financial Markets Association’s (or any successor’s) guidelines for the Master Repurchase Agreement will be used and will govern all repurchase agreement transactions. All repurchase agreement transactions will be either physical delivery or tri-party.

(d)               Bankers’ Acceptances. The City may invest in bankers’ acceptances issued by domestic commercial banks possessing the highest rating issued by Moody’s or Standard and Poor’s.

(e)                Commercial Paper. The City may invest in commercial paper issued by domestic corporations, which has received the highest short-term credit rating issued by Moody’s or Standard and Poor’s. Eligible paper is further limited to issuing corporations that have total assets in excess of five hundred million dollars ($500,000,000) and are not listed on Credit Watch with negative implications by any nationally recognized rating agency at the time of purchase.

(f)                Municipal Securities (State and Local Government Obligations). The City may invest in municipal obligations that are issued in either tax-exempt or taxable form.

                                                                                      i.      Any full faith and credit obligations of the State of Missouri rated at least A or A2 by Standard & Poor’s or Moody’s.

                                                                                    ii.      Any full faith and credit obligations of any city, county or school district in the state of Missouri rated at least AA or Aa2 by Standard & Poor’s or Moody’s.

                                                                                  iii.      Any full faith and credit obligations or revenue bonds of the City of Kansas City, Missouri rated at least A or A2 by Standard & Poor’s or Moody’s.

                                                                                  iv.      Any full faith and credit obligation of any state or territory of the United States of America rated at least AA or Aa2 by Standard & Poor’s or Moody’s.

                                                                                    v.      Any full faith and credit obligations of any city, county or school district in any state or territory of the United States of America rated AAA or Aaa by Standard & Poor’s or Moody’s.

                                                                                  vi.      Any revenue bonds issued by the Missouri Department of Transportation rated at least AA or Aa2 by Standard & Poor’s or Moody’s.

                                                                                vii.      Any municipal obligation that is pre-refunded or escrowed to maturity as to both principal and interest with escrow securities that are fully guaranteed by the United States Government, without regard to rating by Standard & Poor’s or Moody’s.

(g)               Money market mutual funds registered under the Federal Investment Company Act of 1940, whose shares are registered under the Federal Securities Act of 1933, rated in either of the two highest categories by Moody’s and Standard & Poor’s (in either case without regard to any modifier).

(h)               Such other investments not described above that are allowed pursuant to Missouri law and approved in the Charter.

References to particular ratings and rating agency categories in this definition are applicable only at the time of purchase of the Permitted Investment.

PFC Act” means the Aviation Safety and Capacity Expansion Act of 1990, Pub. L. 101-508, Title IX, Subtitle B, 9110 and 9111, recodified as 49 U.S. 40117, as modified by the Wendel H. Ford Aviation Investment and Reform Act for the 21st Century, Pub. L. 106-181 (“AIR-21”), as amended or replaced from time to time.

PFC Debt Service Account” means the PFC Debt Service Account created in the PFC Revenue Fund ratified and confirmed pursuant to Section 4.03 hereof.

PFC Regulations” means Part 158 of the Federal Aviation Regulations (14 CFR Part 158), as amended from time to time, and any other regulation issued with respect to the PFC Act.

PFC Project Account” means the PFC Project Account created in the PFC Revenue Fund ratified and confirmed pursuant to Section 4.03 hereof.

PFC Revenue Fund” means the PFC Revenue Fund ratified and confirmed pursuant to Section 4.03 hereof, with a PFC Debt Service Account and a PFC Project Account created therein.

Principal Amount” or “principal amount” shall mean, as of any date of calculation, (a) with respect to any Capital Appreciation Bond, the Accreted Value thereof (the difference between the stated amount to be paid at maturity and the Accreted Value being deemed unearned interest), (b) with respect to any Original Issue Discount Bond, the Accreted Value thereof, unless the Supplemental Ordinance under which such Bond was issued shall specify a different amount, in which case, the terms of the Supplemental Ordinance shall control, and (c) with respect to any other Bonds, the principal amount of such Bond payable at maturity or redemption thereof.

Prior Senior Bonds” means the Series 2003A Bonds, the Series 2003B Bonds and the Series 2008A Bonds, to the extent any such series is outstanding under the terms of the related Prior Senior Bonds Ordinance.

Prior Senior Bonds Ordinances” means the 2003A Ordinance, the 2003B Ordinance and the 2008A Ordinance. Each Prior Senior Bonds Ordinance is closed, and no further bonds will be issued pursuant to any Prior Senior Bonds Ordinance.

Program” shall mean a financing program identified in a Supplemental Ordinance, (a) which is authorized and the terms thereof approved by an ordinance passed by the City Council, (b) wherein the City has authorized the issuance, from time to time, of notes, commercial paper or other indebtedness not otherwise defined in this Master Bond Ordinance, and (c) the amount that is issued and Outstanding from time to time has met the additional bonds test set forth in Section 5.04 or Section 5.05 hereof, as applicable. References to a Program in this Master Bond Ordinance shall not mean a financing program that is done on a subordinate basis to the Outstanding Bonds.

Program Bonds” shall mean Bonds issued and Outstanding pursuant to a Program. References to Program Bonds in this Master Bond Ordinance shall not mean bonds issued as part of a financing program on a subordinate basis to the Outstanding Bonds.

Project” shall mean any and all facilities, improvements and other expenditures related to the Airport System financed in whole or in part with proceeds of a Series of Bonds.

Project Fund” shall mean any of the Project Funds authorized to be established as provided by Section 4.11 hereof.

Qualified Swap” shall mean any Swap (a) whose Designated Debt is all or part of a particular Series of Bonds; (b) whose Swap Provider is a Qualified Swap Provider or has been a Qualified Swap Provider within the sixty (60) day period preceding the date on which the calculation of Annual Debt Service or Aggregate Annual Debt Service is being made; (c) which has a term not greater than the term of the Designated Debt or to a specified mandatory tender or redemption of such Designated Debt; and (d) which has been designated in writing by the City as a Qualified Swap with respect to such Bonds under the City’s current debt policy as then in effect.

Qualified Swap Provider” shall mean a financial institution which qualifies at the time of entry into a swap transaction as a counterparty under the City’s current debt policy as then in effect.

Rate Reserve Amount” shall mean the amount of Transfer taken into account by the City as described in Section 5.04 or Section 5.05, as applicable, and Section 6.03 hereof which represents Net Revenues in excess of 100% of the Annual Debt Service for any Fiscal Year, to a maximum of 25% of the Annual Debt Service for that Fiscal Year.

Rate Stabilization Account” means the Rate Stabilization Account established in the Extension and Bond Retirement Account as provided by Section 4.03 hereof.

Rating Agency” and “Rating Agencies” shall mean Fitch, Moody’s or S&P, or any other nationally recognized rating agency of municipal obligations, but only if such Rating Agencies have been requested by the City to maintain a rating on the Bonds and such Rating Agencies are then maintaining a rating on any of the Bonds.

Rating Category” and “Rating Categories” shall mean (a) with respect to any long-term rating category, all ratings designated by a particular letter or combination of letters, without regard to any numerical modifier, plus or minus sign or other modifier, and (b) with respect to any short-term or commercial paper rating category, all ratings designated by a particular letter or combination of letters and taking into account any numerical modifier, but not any plus or minus sign or other modifier.

Rebate Fund” shall mean any fund created by the City pursuant to a Supplemental Ordinance in connection with the issuance of any Series of Bonds for the purpose of complying with the Code and providing for the collection and holding for and payment of amounts to the United States of America.

Record Date” shall mean, with respect to any Series of Bonds, the record date as specified in the Supplemental Ordinance which provides for the issuance of such Series.

Records of Decision means the Records of Decision of the FAA relating to the City’s Approved PFC Projects as may be issued, modified or amended from time to time.

Refunding Bonds” shall mean any Bonds issued pursuant to Section 5.03 hereof to refund or defease all or a portion of any series of Outstanding Bonds or any Subordinate Obligations.

Regularly Scheduled Swap Payments” shall mean the regularly scheduled payments under the terms of a Swap which are due absent any termination, default or dispute in connection with such Swap.

Released Revenues” shall mean Revenues in respect of which the following shall have been delivered to the City:

(a)             an resolution or ordinance of the City Council describing a specific identifiable portion of Revenues and approving that such Revenues be excluded from the term Revenues;

(b)            either (i) a certificate prepared by an Authorized City Representative showing that Net Revenues for each of the two most recently completed Fiscal Years, after the specific identifiable portion of Revenues covered by the City Council’s resolution or ordinance described in (a) above are excluded, were at least equal to the greater of (A) the amounts needed for making the required deposits and payments pursuant to Section 4.04(a) through (k) hereof (while either the Series 2005C Bonds or the Prior Senior Bonds are Outstanding, provided, that nothing contained herein shall authorize or be deemed to authorize the release of any Revenues with respect to the Series 2005C Bonds under the 2005C Ordinance or any series of Prior Senior Bonds under the applicable Prior Senior Bonds Ordinance) or Section 4.05(a) through (g) hereof (after the Series 2005C Bonds and the Prior Senior Bonds are no longer Outstanding), or (B) an amount not less than 150% of average Aggregate Annual Debt Service (calculated as provided in paragraph (l) of the definition of Aggregate Annual Debt Service) for each Fiscal Year during the remaining term of all Bonds that will remain Outstanding after the exclusion of such specific identifiable portion of Revenues; or (ii) a certificate prepared by a Consultant showing that the estimated Net Revenues (excluding the specific identifiable portion of Revenues covered in the resolution or ordinance approved by the City Council described in (a) above) for each of the first three complete Fiscal Years immediately following the Fiscal Year in which the resolution described in (a) above is adopted by the City Council, will not be less than the greater of (A) the amounts needed for making the required deposits and payments pursuant to Section 4.04(a) through (k) hereof (while either the Series 2005C Bonds or the Prior Senior Bonds are Outstanding, provided, that nothing contained herein shall authorize or be deemed to authorize the release of any Revenues with respect to the Series 2005C Bonds under the 2005C Ordinance or any series of Prior Senior Bonds under the applicable Prior Senior Bonds Ordinance) or Section 4.05(a) through (g) hereof (after the Series 2005C Bonds and the Prior Senior Bonds are no longer Outstanding), or (B) an amount not less than 150% of the average Aggregate Annual Debt Service (calculated as provided in paragraph (l) of the definition of Aggregate Annual Debt Service) for each Fiscal Year during the remaining term of all Bonds that will remain Outstanding after the exclusion of such specific identifiable portion of Revenues;

(c)             an opinion of Bond Counsel to the effect that the exclusion of such specific identifiable portion of Revenues from the definition of Revenues and from the pledge and lien of this Master Bond Ordinance will not, in and of itself, cause the interest on any Outstanding Bonds to be included in gross income for purposes of federal income tax; and

(d)            confirmation from each of the Rating Agencies which have been requested by the City to maintain a rating on the Bonds and are then maintaining a rating on any of the Bonds, to the effect that the exclusion of such specific identifiable portion of Revenues from the pledge and lien of this Master Bond Ordinance will not cause a withdrawal or reduction in any unenhanced rating then assigned to the Bonds.

Upon filing of such documents, the specific identifiable portion of Revenues described in the resolution or ordinance of the City Council shall no longer be included in Revenues and shall be excluded from the pledge and lien of this Master Bond Ordinance, unless otherwise included in Revenues and in the pledge and lien of this Master Bond Ordinance pursuant to a Supplemental Ordinance.

Repayment Obligations” shall mean an obligation arising under a written agreement of the City and a Credit Provider pursuant to which the City agrees to repay or reimburse the Credit Provider for amounts paid by a Credit Provider pursuant to a Credit Facility to be used to pay debt service on any Bonds and all other amounts due and owing to a Credit Provider under a Credit Facility, or an obligation arising under a written agreement of the City and a Liquidity Provider pursuant to which the City agrees to repay or reimburse the Liquidity Provider for amounts paid by the Liquidity Provider pursuant to a Liquidity Facility to be used to pay the purchase price of Bonds and all other amounts due and owing to a Liquidity Provider under a Liquidity Facility.

Reserve Fund” shall mean the fund created pursuant to Section 4.09(a) hereof and that is required to be funded for the purpose of providing additional security for the Outstanding Bonds issued pursuant to the terms of this Master Bond Ordinance and as specified in any Supplemental Ordinance as participating in the Reserve Fund.

Reserve Fund Surety Policy” shall mean an insurance policy, a surety bond or a letter of credit, held by the City for the credit of the Reserve Fund or any Series Debt Service Reserve Fund created for one or more series of Outstanding Bonds in lieu of or partial substitution for cash or securities on deposit therein. Except as otherwise provided in a Supplemental Ordinance, the entity providing such Reserve Fund Surety Policy shall be rated, at the time such instrument is provided, in one of the two highest long-term Rating Categories by one or more of the Rating Agencies.

Reserve Requirement” shall mean, for a Series of Bonds participating in the Reserve Fund, except as otherwise provided in a Supplemental Ordinance, the total amount to be on deposit in the Reserve Fund in accordance with Section 4.09(b)(i) and/or for which alternative funding is provided in accordance with Section 4.09(b)(ii), and shall mean, for a Series of Bonds participating in a separately created Series Debt Service Reserve Fund, except as otherwise provided in a Supplemental Ordinance, the total amount to be on deposit in the Series Debt Service Reserve Fund in accordance with the provisions of the Supplemental Ordinance establishing such Series Debt Service Fund. Provided, however, the Reserve Requirement shall not exceed an amount, which shall be calculated by the City pursuant to Section 4.09(b)(iv), equal to the least of (a) Maximum Aggregate Annual Debt Service For Reserve Requirement for all Series of Bonds participating in the Reserve Fund or for all Series of Bonds participating in a separately created Series Debt Service Reserve Fund created pursuant to a Supplemental Ordinance, as the case may be, (b) ten percent of the principal amount of the Bonds that have been issued and are participating in the Reserve Fund or the Bonds that have been issued and are participating in a separately created Series Debt Service Reserve Fund created pursuant to a Supplemental Ordinance, as the case may be (provided that if an issue has more than 2% of original issue discount or premium, the issue price of the issue (net of pre-issuance accrued interest) is used to measure the ten percent limitation in lieu of its stated principal amount) and (c) 125% of the average Aggregate Annual Debt Service For Reserve Requirement for all Series of Bonds participating in the Reserve Fund or for all Series of Bonds participating in a separately created Series Debt Service Reserve Fund created pursuant to a Supplemental Ordinance, as the case may be.

Revenues” shall mean, except to the extent specifically excluded herefrom, all income, receipts, earnings and revenues received by or accrued to the City from the operation and ownership of the Airport System, including, but not limited to, (a) rates, tolls, fees, rentals, charges and other payments made to or owed to the City for the use or availability of the Airport System, and (b) amounts received or owed from the sale or provision of supplies, materials, goods and services provided by or made available by the City, including rental or business interruption insurance proceeds, received by, held by, accrued to or entitled to be received by the City or any successor thereto from the possession, management, charge, superintendence and control of the Airport System and its related facilities or activities and undertakings related thereto or from any other facilities wherever located with respect to which the City receives payments which are attributable to the Airport System or activities or undertakings related thereto. Additionally, “Revenues” shall also include amounts received from tenants representing the principal portion of payments received pursuant to certain self-liquidating lease agreements, all income, receipts and earnings (except any earnings allowed to be pledged by the terms of a Supplemental Ordinance to fund the Project Fund as provided below) from the investment of amounts held in the Kansas City Airports Fund, any Project Fund, any Debt Service Fund (except Capitalized Interest on deposit therein), the Reserve Fund, any Series Debt Service Reserve Fund and such additional revenues, if any, as are designated as “Revenues” under the terms of any Supplemental Ordinance. Revenues shall also include any transfers from the Rate Stabilization Account to the Kansas City Airports Fund pursuant to Section 4.05(i)(vii), and at such time as the Series 2005C Bonds are no longer Outstanding, Revenues shall also include any transfers from the Rate Stabilization Account to the Kansas City Airports Fund pursuant to Section 4.04(m)(vii). The following, including any investment earnings thereon, are specifically excluded from Revenues: (i) any amounts received by the City from the imposition of ad valorem taxes, (ii) gifts, grants and other income (including any investment earnings thereon) otherwise included in this definition of “Revenues” which are restricted by their terms to purposes inconsistent with the payment of debt service on the Bonds, (iii) Net Proceeds and other insurance proceeds, to the extent the use of such Net Proceeds or other proceeds is restricted by the terms of the policy under which they are paid to a use inconsistent with the payment of debt service on the Bonds (except to the extent Net Proceeds are utilized to pay Operation and Maintenance Expenses), and (iv) Special Facilities Revenue (to the extent there is no excess Special Facilities Revenue as described in Section 6.05 hereof). In addition, the following, including any investment earnings thereon, are specifically excluded from “Revenues,” unless designated as “Revenues” under the terms of a Supplemental Ordinance: (A) any Swap Termination Payments paid to the City pursuant to a Qualified Swap, (B) Facilities Construction Credits, (C) Passenger Facility Charges, (D) Customer Facility Charges, (E) Federal Direct Payments, (F) Released Revenues, (G) subject to (ii) in the previous sentence, grants and other charges authorized on or after the date of this Master Bond Ordinance by federal and/or State laws or regulations to be assessed to fund specific programs at the Airport System, (H) investment income derived from any moneys or securities which may be placed in escrow or trust to defease Bonds, (I) any arbitrage earnings which are required to be paid to the U.S. Government pursuant to Section 148 of the Code and amounts held in a Rebate Fund and (J) Capitalized Interest. Further, interest earnings or other investment earnings on any Project Fund established by any Supplemental Ordinance are specifically excluded from “Revenues,” unless otherwise provided for in such Supplemental Ordinance.

For purposes of testing compliance with the rate covenant described in Section 6.03 and the tests for the issuance of Bonds contained in Section 5.04 or Section 5.05, as applicable, Revenues will be calculated based upon generally accepted accounting principles, as modified from time to time, except that such calculation will include and exclude those items specifically included or excluded above or in the definition of Aggregate Annual Debt Service.

Inasmuch as Revenues include any transfers from the Rate Stabilization Account to the Kansas City Airports Fund pursuant to Section 4.05(i)(vii) as provided above, and any transfers from the Rate Stabilization Account to the Kansas City Airports Fund after the Series 2005C Bonds are no longer Outstanding pursuant to Section 4.04(m)(vii) as provided above, for purposes of meeting any of the tests prescribed by this Master Bond Ordinance or any Supplemental Ordinance, any transfers from the Rate Stabilization Account to the Kansas City Airports Fund shall be deemed to be “Revenues.”

S&P” shall mean Standard & Poor’s Ratings Services, a corporation organized and existing under the laws of the State of New York, its successors and their assigns, and if such corporation shall for any reason no longer perform the functions of a securities rating agency, “S&P” shall be deemed to refer to any other nationally recognized securities rating agency designated by the City.

Senior Ordinance” shall mean, collectively, this Master Bond Ordinance and the Supplemental Ordinances.

Series 2003A Bonds” means the Outstanding General Improvement Airport Revenue Bonds (Terminal Improvement Project), Series 2003A, authorized by the 2003A Ordinance.

Series 2003B Bonds” means the Outstanding General Improvement Airport Revenue Bonds (Economy Parking Lot Project), Series 2003B, authorized by the 2003B Ordinance.

Series 2005C Bonds” means the Outstanding Subordinated Taxable Airport Improvement and Refunding Revenue Bonds (Consolidated Rental Car Facility Project), Series 2005C, authorized by the 2005C Ordinance.

Series 2008A Bonds” means the Outstanding General Improvement Airport Refunding Revenue Bonds, Series 2008A, authorized by the 2008A Ordinance.

Series” or “series” shall mean Bonds designated as a separate Series by a Supplemental Ordinance and, with respect to Program Bonds under a Program, shall mean the amount issued for a separate financing purpose, or the amount described in Program documents for such Program Bonds, or the portion thereof otherwise designated as a separate Series.

Series Debt Service Reserve Fund” shall mean any Series Debt Service Reserve Fund (other than the Reserve Fund) established by the City pursuant to a Supplemental Ordinance in connection with the issuance of any Series of Bonds and that is required to be funded for the purpose of providing additional security for such Series of Bonds and under certain circumstances to provide additional security for such other designated Series of Bonds issued pursuant to the terms of this Master Bond Ordinance and as specified in any Supplemental Ordinance.

Significant Portion” shall mean, for purposes of Section 6.10 hereof, any facilities of the Airport System or portions thereof which, if such facilities had been sold or disposed of by the City at the beginning of an annual period which includes the month of commencement of the 12‑month period ending on the day of such disposition would have resulted in a reduction in Net Revenues for such annual period of more than 5% when the actual Net Revenues for such annual period are decreased by the Revenues directly attributable to such facilities and increased by the expenses of the City directly attributable to such facilities.

Special Facilities” or “Special Facility” shall mean a facility or group of facilities or improvements or category of facilities or improvements which are designated as a Special Facility pursuant to the provisions of Section 6.05 hereof.

Special Facilities Revenue” shall mean the contractual payments and all other revenues (other than ground rentals relating to such Special Facility) derived by or available to the City from a Special Facility which are pledged to secure Special Facility Obligations.

Special Facility Obligations” shall mean bonds or other debt instruments issued pursuant to an ordinance other than this Master Bond Ordinance to finance Special Facilities and which, except as otherwise provided in Section 6.05 hereof, are not secured by nor payable from a lien on and pledge of the Net Revenues but which are secured by revenues derived from Special Facilities.

Specified Project” shall mean a Project or a group of alternative Projects which are described in a certificate of an Authorized City Representative, which is delivered to the Consultant preparing the certificate described in Section 5.04(b) or Section 5.05(b) hereof, if applicable, the revenues and expenses of which Project or of the alternative Projects are to be taken into account by such Consultant in preparing such certificate.

State” shall mean the State of Missouri.

Subaccount” shall mean any subaccount established pursuant to this Master Bond Ordinance or any Supplemental Ordinance.

Subordinate Obligation” shall mean any bond, note or other debt instrument issued or otherwise entered into by the City which ranks junior and subordinate to the Bonds, and which may be paid from moneys constituting Net Revenues only if all principal, interest and other amounts which have become due and payable on the Bonds whether by maturity, redemption, acceleration or agreement of the City have been paid in full and the City is current on all payments, if any, required to be made to replenish the Reserve Fund and any Series Debt Service Reserve Funds. “Subordinate Obligations” as of the date of this Master Bond Ordinance shall include the Series 2005C Bonds Outstanding on the date of passage hereof. “Subordinate Obligations” are not Bonds for purposes of this Master Bond Ordinance; provided, however, that the City may henceforth by Supplemental Ordinance elect to have the provisions of this Master Bond Ordinance applicable to the Bonds apply to the Subordinate Obligations issued thereunder, except that such Subordinate Obligations shall be secured on a junior and subordinate basis to the Bonds from the Net Revenues. Except for the Outstanding Series 2005C Bonds, no bond, note or other instrument of indebtedness shall be deemed to be a “Subordinate Obligation” for purposes of this Master Bond Ordinance and payable on a subordinate basis from Net Revenues unless specifically designated by the City as a “Subordinate Obligation” in a Supplemental Ordinance or other written instrument. In connection with any Subordinate Obligation with respect to which a Swap is in effect or proposes to be in effect, the term “Subordinate Obligation” includes, collectively, both such Subordinate Obligation and either such Swap or the obligations of the City under each such Swap, as the context requires. The term “Subordinate Obligations” also includes a Swap or the obligations of the City under such Swap which has been entered into in connection with a Subordinate Obligation, as the context requires, although none of the Subordinate Obligations with respect to which such Swap was entered into remain outstanding. In connection with any Bonds with respect to which a Qualified Swap is in effect or proposed to be in effect, the term “Subordinate Obligation” includes any Swap Termination Payment if designated as a Subordinate Obligation in a Supplemental Ordinance.

Supplemental Ordinance” shall mean any document supplementing or amending this Master Bond Ordinance or providing for the issuance of Bonds and entered into as provided in Article IX hereof.

Swap” shall mean any financial arrangement between the City and a Swap Provider which provides that (a) each of the parties shall pay to the other an amount or amounts calculated as if such amount were interest accruing during the term of the arrangement at a specified rate (whether fixed or a variable rate or measured against some other rate or index) on a Designated Debt, and payable from time to time or at a designated time or times (whether before, during or after the term of the arrangement); (b) if such amount is to be paid before it is deemed to have accrued, the amount paid shall reflect the present value of such future amount (i.e., an upfront premium), while an amount to be paid after it is deemed to have accrued shall reflect the time value of such funds; and (c) payment dates and calculated accrual rates need not be the same for each payor, but to the extent payment dates coincide, the arrangement may (but need not) provide that one shall pay to the other any net amount due under such arrangement.

Swap Provider” shall mean a party to a Swap with the City.

Swap Termination Payment” shall mean an amount payable by the City or a Qualified Swap Provider, in accordance with a Qualified Swap, to compensate the other party to the Qualified Swap for any losses and costs that such other party may incur as a result of an event of default or the early termination of the obligations, in whole or in part, of the parties under such Qualified Swap.

Synthetic Fixed Rate Debt” means indebtedness issued by the City which: (a) is combined, as Designated Debt, with a Qualified Swap and creates, in the opinion of a Consultant, a substantially fixed-rate maturity or maturities for a term not exceeding such maturity or maturities, or (b) consisting of an arrangement in which two inversely related variable-rate securities are issued in equal principal amounts with interest based on off-setting indices resulting in a combined payment which is economically equivalent to a fixed rate.

Tender Indebtedness” shall mean any Bonds or portions of Bonds a feature of which is an option and/or an obligation on the part of the Bondholders, under the terms of such Bonds, to tender all or a portion of such Bonds to the City, the Paying Agent or other fiduciary or agent or Credit Provider or Liquidity Provider for payment or purchase and requiring that such Bonds or portions of Bonds be purchased if properly presented.

Term Bonds” shall mean Bonds of a Series which are payable on or before their specified maturity dates from sinking installment payments established pursuant to the Supplemental Ordinance for such Series for that purpose and calculated to retire the Bonds on or before their specified maturity dates.

Transfer” shall mean for any Fiscal Year the amount on deposit in the Coverage Deposit Account on the first (1st) day of such Fiscal Year and the amount of unencumbered funds on deposit or anticipated to be on deposit, as the case may be, in the Kansas City Airports Fund (other than the amounts on deposit in the Coverage Deposit Account) on the first (1st) day of such Fiscal Year, including any Fiscal Year in which a Series of Bonds is issued (after all deposits and payments required by Section 4.04(a) through (k) hereof, while either the Series 2005C Bonds or Prior Senior Bonds are Outstanding, or by Section 4.05(a) through (g) hereof, after the Series 2005C Bonds and Prior Senior Bonds are no longer Outstanding).

2003A Ordinance” means Committee Substitute for Ordinance No. 030129. The 2003A Ordinance is closed, and no further bonds will be issued pursuant to the 2003A Ordinance.

2003B Ordinance” means Committee Substitute for Ordinance No. 030130. The 2003B Ordinance is closed, and no further bonds will be issued pursuant to the 2003B Ordinance.

2005C Ordinance” means Ordinance No. 050299. The 2005C Ordinance is closed, and no further subordinate bonds will be issued pursuant to the 2005C Ordinance.

2008A Ordinance” means Ordinance No. 080715. The 2008A Ordinance is closed, and no further bonds will be issued pursuant to the 2008A Ordinance.

Variable Rate Indebtedness” shall mean any Bond or Bonds the interest rate on which is not, at the time in question, fixed to maturity.

Except as otherwise indicated, references to Articles and Sections are to the Articles and Sections of this Master Bond Ordinance.

Section 1.02 Rules of Construction. For all purposes of this Master Bond Ordinance, except as otherwise expressly provided or unless the context otherwise requires:

(a)                Words of the masculine gender shall be deemed and construed to include correlative words of the feminine and neuter genders.

(b)               Words importing the singular number shall include the plural and vice versa and words importing person shall include firms, associations and corporations, including public bodies, as well as natural persons.

(c)                The table of contents hereto and the headings and captions herein are for convenience only and in no way define, limit or describe the scope or intent of any provisions or sections of this Master Bond Ordinance.

(d)               Terms used in an accounting context and not otherwise defined shall have the meaning ascribed to them by generally accepted principles of accounting.

(e)                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.

ARTICLE II

FORM, EXECUTION, DELIVERY AND REGISTRATION OF BONDS

Section 2.01 Authorization and Form of Bonds Generally. Either taxable or tax-exempt Bonds may be issued by the City under the terms of this Master Bond Ordinance for any purpose for which the City, at the time of such issuance, may incur debt. Except as otherwise provided in this Master Bond Ordinance, Bonds may be issued under this Master Bond Ordinance only if the provisions of Article V hereof are satisfied. The total principal amount of Bonds of each Series Outstanding may not exceed the amount specified in the Supplemental Ordinance providing for the issuance of such Bonds, except as provided in Section 2.09 hereof with respect to replacement of mutilated, lost or stolen or destroyed Bonds. The Bonds may be in certificated or uncertificated form, and Bonds which are issued in certificated form may be freely transferable or may be immobilized and held by a custodian for the beneficial owners, all as shall be set forth or permitted in the Supplemental Ordinance providing for the issuance of such Bonds. In addition, Bonds may be in the form of notes, contracts or other evidences of indebtedness issued to banks, other financial institutions or creditors providing money, goods or services to the City as provided in the applicable Supplemental Ordinance and in all cases subject to compliance with the provisions of Article V hereof. The Bonds may have notations, legends or endorsements required by law or usage.

The Bonds shall be special obligations of the City payable solely from, and secured as to payment of principal and interest by a pledge of, the Net Revenues derived from the operation of the Airport System, and deposited in the Kansas City Airports Fund and not from any other fund or source, and the taxing power of the City is not pledged to the payment of the Bonds either as to principal or interest. The Bonds shall not be or constitute general obligations of the City, nor shall they constitute indebtedness of the City within the meaning of any constitutional, statutory or charter provision, limitation or restriction.

Section 2.02 Issuance of Series of Bonds; Supplemental Ordinance. Bonds may be issued, at one time or in a Series from time to time, subject to the conditions of this Section and Article V hereof.

The Bonds shall be issued in the principal amount, shall bear interest at a rate or rates, including a rate of 0% and including variable or adjustable rates, or by such other methods as the City may from time to time determine, and such interest may be payable periodically, in whole or in part, or may be accumulated and paid at maturity or at such other time or times as the City shall determine. Bonds shall mature and shall be subject to redemption prior to their respective maturities, all as shall be set forth in a Supplemental Ordinance relating to such Series of Bonds. Bonds will be numbered and dated as provided in the applicable Supplemental Ordinance. The Bonds of each Series shall state that they are issued under and are secured by this Master Bond Ordinance and the pledge of Net Revenues and such other amounts, funds and accounts pledged therefor under the Master Bond Ordinance and state that regardless of the form thereof, they are “Bonds” issued hereunder and within the meaning of this Master Bond Ordinance.

Such Supplemental Ordinance may provide that the interest rate on the Bonds and the duration of the periods during which such interest accrues may from time to time be adjusted and that the Bonds may be purchased upon the demand of the owners thereof or may be subject to mandatory purchase upon the occurrence of certain events or certain times, and such provisions may include, without limitation, the creation of objective standards for such adjustments, the appointment of agents to apply such standards to the Bonds, the criteria for such purchases upon demand and the procurement of Liquidity Facilities and Credit Facilities with respect to the Bonds.

In addition, each such Supplemental Ordinance shall provide for the appointment of a Bond Registrar and a Paying Agent for the Series of Bonds and such other agents as the City shall determine to be necessary.

Unless otherwise provided in a Supplemental Ordinance, each Bond authenticated prior to the first Interest Payment Date thereon shall bear interest from its date of delivery. Each Bond authenticated on or after the first Interest Payment Date thereon shall bear interest from the Interest Payment Date thereon next preceding the date of authentication thereof, unless such date of authentication shall be an Interest Payment Date to which interest on such Bond has been paid in full or duly provided for, in which case from such date of authentication; provided that if, as shown by the records of the Paying Agent, interest on such Bond shall be in default, such Bond shall bear interest from the date to which interest has been paid in full on such Bond or, if no interest has been paid on such Bond, its dated date. Each Bond shall bear interest on overdue principal at the rate borne by such Bond until the Principal Amount thereof is paid in full.

Unless otherwise provided in a Supplemental Ordinance, the Bonds shall be issued in fully registered form in the denomination of $5,000 each or integral multiples thereof and shall be dated as provided in the pertinent Supplemental Ordinance.

The Principal Amount of, premium, if any, and interest on the Bonds shall be payable in any coin or currency of the United States of America which, at the respective dates of payment thereof, is legal tender for the payment of public and private debts.

The Bonds and the Bond Registrar’s Certificate of Authentication shall be in substantially the form set forth in the Supplemental Ordinance pursuant to which such series of Bonds are issued.

Section 2.03 Execution and Authentication of Bonds. Unless otherwise provided in a Supplemental Ordinance, the Bonds, if in certificated form, shall be executed by the Mayor and attested by the City Clerk and shall be sealed with the official seal or a facsimile of the official seal of the City. The facsimile signature of the Mayor and the City Clerk may be imprinted on the Bonds instead of their manual signatures. Bonds bearing the manual or facsimile signatures of a person in office at the time such signature was signed or imprinted shall be fully valid, notwithstanding the fact that before or after delivery of such Bonds such person ceased to hold such office.

Until definitive Bonds are ready for delivery, the City may execute, and upon request of the City the Bond Registrar shall authenticate and deliver, in lieu of definitive Bonds, but subject to the same limitations and conditions as definitive Bonds, temporary printed, engraved, lithographed or typewritten Bonds.

Bonds issued under this Master Bond Ordinance may be issued in uncertificated form, in which case the procedures for issuance and delivery and evidence of validity, ownership, transfer and exchange shall be as provided in a Supplemental Ordinance, and neither the provisions of this Section nor any other provision of this Master Bond Ordinance shall be deemed to prohibit or restrict the issuance of uncertificated Bonds.

Section 2.04 Registration of Bonds. The City shall cause the Bond Register for the registration and for the transfer of the Bonds as provided in the Bond Ordinance to be kept by the Bond Registrar. The Bonds shall be registered as to principal and interest on the Bond Register upon presentation thereof to the Bond Registrar which shall make notation of such registration thereon; provided that the City reserves the right to issue coupon Bonds payable to bearer whenever to do so would not result in any adverse federal tax consequences.

Section 2.05 Place of Payment. The Principal Amount of and redemption premium, if any, on any Bonds shall be payable to the Bondholder at the principal payment office of the Paying Agent or at such other office designated by the Paying Agent for such purpose, upon presentation and surrender of such Bond. Payment of the interest on each Bond shall be made by the Paying Agent on each Interest Payment Date to the person appearing as the registered owner thereof as of the close of business on the Record Date preceding the Interest Payment Date by check mailed to such registered owner at its address as it appears on the Bond Register, or at such other address as is furnished in writing by such registered owner to the Bond Registrar prior to such Record Date, notwithstanding the cancellation of any such Bonds upon any exchange or transfer thereof subsequent to the Record Date and prior to such Interest Payment Date.

Notwithstanding the foregoing, interest on the Bonds of any series shall be payable to any registered owner of more than $500,000 in aggregate Principal Amount of the Bonds of such series by deposit of immediately available funds to the account of such registered owner maintained with the Paying Agent or transmitted by electronic transfer to such registered owner at an account maintained at a commercial bank located within the United States of America, if the Paying Agent receives from such registered owner written deposit or electronic transfer instructions not less than 15 days prior to the Record Date preceding the Interest Payment Date for which the deposit or electronic transfer is requested.

The City may, by Supplemental Ordinance, provide for other methods or places of payment, including electronic transfer, as it may deem appropriate for any Bonds.

Section 2.06 Persons Treated as Owners. The person in whose name any Bond is registered in the Bond Register shall be deemed and regarded as the absolute owner thereof for all purposes, and payment of or on account of either Principal Amount or interest shall be made only to or upon the order of the registered owner thereof or such registered owner’s attorney duly authorized in writing. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Bond to the extent of the sum or sums so paid.

Section 2.07 Transfer and Exchange of Bonds. Bonds may be transferred by surrender for transfer at the principal corporate trust office of the Bond Registrar or at such other office designated by the Bond Registrar for such purpose, duly endorsed for transfer or accompanied by an assignment duly executed by the registered owner or the registered owner’s attorney duly authorized in writing. The City shall cause to be executed and the Bond Registrar shall authenticate and deliver in the name of the transferee or transferees a new Bond or Bonds of the same series, maturity, interest rate, aggregate Principal Amount, and tenor of any authorized denomination or denominations, and bearing numbers not then outstanding.

Bonds may be exchanged at the principal corporate trust office of the Bond Registrar or at such other office designated by the Bond Registrar for such purpose, for a like aggregate Principal Amount of Bonds of other authorized denominations of the same series, maturity, and interest rate, and bearing numbers not then outstanding. The City shall cause to be executed and the Bond Registrar shall authenticate and deliver Bonds which the Bondholder making the exchange is entitled to receive.

The Bond Registrar shall not be required to transfer or exchange any Bond after notice calling such Bond for redemption has been given or during the period of 15 days (whether or not a Business Day for the Bond Registrar, but excluding the date of giving such notice of redemption and including such 15th day) immediately preceding the giving of such notice of redemption.

In any exchange or registration of transfer of any Bond, the owner of the Bond shall not be required to pay any charge or fee; provided, however, if and to whatever extent any tax or governmental charge is at any time imposed on any such exchange or transfer, the City or the Bond Registrar may require payment of a sum sufficient for such tax or charge. In the event any Bondholder fails to provide a correct taxpayer identification number to the Bond Registrar, the Bond Registrar may impose a charge against such Bondholder sufficient to pay any governmental charge required to be paid as a result of such failure. In compliance with Section 3406 of the Code, such amount may be deducted by the Paying Agent from amounts otherwise payable to such Bondholder hereunder or under the Bonds.

All Bonds surrendered for exchange or transfer of registration shall be cancelled and destroyed by the Bond Registrar in accordance with Section 2.08.

Section 2.08 Destruction of Bonds. All Bonds paid by the Paying Agent at maturity or upon redemption prior to maturity shall be cancelled and delivered to the Bond Registrar for destruction in accordance with the customary practices of the Bond Registrar and applicable record retention laws. All Bonds cancelled on account of payment, transfer, or exchange shall be cancelled and, in accordance with the customary practices of the Bond Registrar and applicable record retention laws, destroyed by the Bond Registrar and shall not be reissued.

Section 2.09 Mutilated, Lost, Stolen or Destroyed Bonds. If any Bond is mutilated, lost, stolen or destroyed, the City may execute and deliver a new Bond of the same series, maturity, interest rate, aggregate Principal Amount, and tenor in lieu of and in substitution for the Bond mutilated, lost, stolen or destroyed. In the case of any mutilated Bond, however, such mutilated Bond shall first be surrendered to the Bond Registrar, and, in the case of any lost, stolen or destroyed Bond, there shall first be furnished to the Bond Registrar evidence satisfactory to it of the ownership of such Bond and of such loss, theft or destruction, together with indemnity to the City and the Bond Registrar, satisfactory to each of them. If any such Bond shall have matured or a redemption date pertaining to the Bond shall have passed, instead of issuing a new Bond the City may pay or cause the Paying Agent to pay the Bond. The City, the Bond Registrar, and the Paying Agent may charge the owner of such Bond with their reasonable fees and expenses for replacing mutilated, lost, stolen or destroyed Bonds.

In executing a new Bond and in furnishing the Bond Registrar with the written authorization to deliver a new Bond as provided for in this Section, the City may rely conclusively on a representation of the Bond Registrar that the Bond Registrar is satisfied with the adequacy of the evidence presented concerning the mutilation, loss, theft or destruction of any Bond.

Section 2.10 Nonpresentment of Bonds. If any Bond is not presented for payment when the Principal Amount thereof becomes due at maturity, if funds sufficient to pay such Bond have been made available to the Paying Agent, all liability of the City to the registered owner thereof for the payment of such Bond shall forthwith cease, determine and be completely discharged, and thereupon it shall be the duty of the Paying Agent to hold such funds, without liability for interest thereon, for the benefit of the registered owner of such Bond, who shall thereafter be restricted exclusively to such funds for any claim of whatever nature on his part under the Bond Ordinance or on, or with respect to, said Bond. If any Bond is not presented for payment within four years following the date when such Bond becomes due at maturity, the Paying Agent shall repay to the City the funds theretofore held by it for payment of such Bond, and such Bond shall, subject to the defense of any applicable statute of limitation, thereafter be an unsecured obligation of the City, and the registered owner thereof shall be entitled to look only to the City for payment, and then only to the extent of the amount so repaid to it by the Paying Agent, and the City shall not be liable for any interest thereon and shall not be regarded as a trustee of such money.

Section 2.11 DTC Book-Entry. Unless otherwise provided in a Supplemental Ordinance, the Bonds shall be initially issued in the name of Cede & Co., as nominee for DTC, as registered owner of the Bonds, and held in the custody of DTC or the Paying Agent as its Fast Agent. A single certificate will be issued and delivered to DTC or the Paying Agent as its Fast Agent for each maturity of the Bonds. The actual purchasers of the Bonds (the Beneficial Owners) will not receive physical delivery of Bond certificates except as provided herein. Beneficial Owners are expected to receive a written confirmation of their purchase providing details of each Bond acquired. For so long as DTC shall continue to serve as securities depository for the Bonds as provided herein, all transfers of beneficial ownership interests will be made by book-entry only, and no investor or other party purchasing, selling, or otherwise transferring beneficial ownership of Bonds is to receive, hold, or deliver any Bond certificate.

For every transfer and exchange of the Bonds, the Beneficial Owner may be charged a sum sufficient to cover such Beneficial Owners allocable share of any tax, fee, or other governmental charge that may be imposed in relation thereto.

Bond certificates are required to be delivered to and registered in the name of the Beneficial Owner under the following circumstances:

(a)                DTC determines to discontinue providing its service with respect to a series of Bonds (such a determination may be made at any time by giving 30 days’ notice to the City and the Bond Registrar and discharging its responsibilities with respect thereto under applicable law), or

(b)               DTC participants with a majority position in the Bonds determine that continuation of the system of book-entry transfers through DTC (or a successor securities depository) is not in the best interests of the Beneficial Owners.

The City and the Bond Registrar will recognize DTC or its nominee as the Bondholder for all purposes, including notices and voting.

The City and the Bond Registrar covenant and agree, so long as DTC shall continue to serve as securities depository for the Bonds, to meet the requirements of DTC with respect to required notices and other provisions of the Letter of Representations.

The Bond Registrar is authorized to rely conclusively upon a certificate furnished by DTC and corresponding certificates from DTC participants and indirect participants as to the identity of, and the respective Principal Amount of Bonds beneficially owned by, the Beneficial Owner or Beneficial Owners.

If at any time DTC ceases to hold the Bonds, a Supplemental Ordinance amending the relevant provisions of this Bond Ordinance shall be adopted and thereafter all references in this Bond Ordinance to DTC in connection with the Bonds shall be of no further force or effect.

ARTICLE III

REDEMPTION OF BONDS

Section 3.01 Redemption of Bonds. Bonds may be made subject to redemption either in whole or in part and at such times, prices and in such order and under such terms as may be provided by the Supplemental Ordinance providing for the issuance of such Bonds. The City may provide for the redemption of Bonds from any funds available to the City and not obligated for other purposes.

In connection with the partial early redemption of any Term Bonds of a Series, the City may, in any Supplemental Ordinance, provide that the principal amount of Bonds of such Series being redeemed shall be allocated against its scheduled sinking fund redemption and modify its scheduled sinking fund installments payable thereafter as to the Outstanding Term Bonds of such Series in any manner the City may determine. The City may provide in any Supplemental Ordinance that, prior to notice of redemption for any Bonds of a Series, moneys in the Debt Service Fund, the Reserve Fund or any Series Debt Service Reserve Fund relating to such Series of Bonds may be applied at the direction of the City to the purchase of Bonds of such Series and, if any such purchased Bonds are Term Bonds, the City may allocate the principal amount of Bonds of such Series being redeemed against its scheduled sinking fund redemption for such Bonds and may modify its scheduled sinking fund installments thereafter payable with respect to Bonds of such Series in any manner the City may determine.

Section 3.02 Notice of Redemption. Unless waived by any registered owner of Bonds to be redeemed and except as may be otherwise provided in a Supplemental Ordinance, official notice of any such redemption shall be given by the Bond Registrar on behalf of the City by mailing a copy of an official redemption notice by first class mail, at least 30 days prior to the date fixed for redemption to the registered owner of the Bond or Bonds to be redeemed at the address shown on the Bond Register or at such other address as is furnished in writing by such registered owner to the Bond Registrar.

All official notices of redemption shall be dated, shall contain the complete official name of the Bond issue, and shall state:

(1) the redemption date;

(2) the redemption price;

(3) the interest rate (unless such Bonds constitute Variable Rate Indebtedness) and maturity date of the Bonds being redeemed;

(4) if less than all the Outstanding Bonds are to be redeemed, the Bond numbers, and, where part of the Bonds evidenced by one Bond certificate are being redeemed, the respective Principal Amounts of such Bonds to be redeemed;

(5) that on the redemption date the redemption price will become due and payable upon each such Bond or portion thereof called for redemption and that interest thereon shall cease to accrue from and after such date; and

(6) the place where such Bonds are to be surrendered for payment of the redemption price (which place of payment shall be the principal payment office of the Paying Agent or at such other office designated by the Paying Agent for such purpose) and the name, address, and telephone number of a person or persons at the Paying Agent who may be contacted with respect to the redemption.

Any notice of optional redemption of any Bonds may specify that the redemption is contingent upon the deposit of moneys with the Paying Agent in an amount sufficient to pay the redemption price (which price shall include the redemption premium, if any) of all the Bonds or portions of Bonds which are to be redeemed on that date.

Not later than the redemption date, the City shall deposit with the Paying Agent an amount of money sufficient to pay the redemption price of all the Bonds or portions of Bonds which are to be redeemed on that date.

In addition to the foregoing notice, further notice shall be given by the Bond Registrar at least two days (or such other number of days as may be specified in a Supplemental Ordinance) before the date of mailing of such notice to the registered owners by first-class, registered or certified mail or overnight delivery service or facsimile transmission to the Municipal Securities Rulemaking Board, through the Electronic Municipal Market Access system for municipal securities disclosures, or as may otherwise be provided in a Supplemental Ordinance. Each further notice of redemption given shall contain the information required above for an official notice of redemption plus (a) the CUSIP numbers of all Bonds being redeemed; (b) the date of issue of the Bonds as originally issued; (c) the rate of interest borne by each Bond being redeemed; (d) the maturity date of each Bond being redeemed; and (e) any other descriptive information needed to identify accurately the Bonds being redeemed. No defect in said further notice nor any failure to give all or any portion of such further notice shall in any manner defeat the effectiveness of a call for redemption if notice thereof is given as above prescribed.

For so long as DTC is effecting book-entry transfers of the Bonds, the Bond Registrar shall provide the notices specified in this Section to DTC. It is expected that DTC shall, in turn, notify its participants and that the participants, in turn, will notify or cause to be notified the Beneficial Owners. Any failure on the part of DTC or a participant, or failure on the part of a nominee of a Beneficial Owner of a Bond (having been mailed notice from the Bond Registrar, a participant or otherwise) to notify the Beneficial Owner of the Bond so affected, shall not affect the validity of the redemption of such Bond.

Any defect in any notice of redemption shall not affect the validity of proceedings for redemption of the Bonds.

Section 3.03 Notice to Bond Registrar; Bond Registrar Shall Give Notice of Redemption. Notice of redemption of Bonds to be redeemed shall be given by the Bond Registrar for and on behalf of the City whenever either: (i) such redemption is required to be made under the Supplemental Ordinance for such Bonds, or (ii) such redemption is permitted to be made under the terms of such Bonds and the City requests that such redemption be made. In case of any redemption at the election of the City, the City shall, at least 45 days prior to the redemption date (unless a shorter notice shall be satisfactory to the Bond Registrar) give written notice to the Bond Registrar directing the Bond Registrar to call Bonds for redemption and give notice of redemption and specifying the redemption date, the principal amount and maturities of Bonds to be called for redemption, the applicable redemption price or prices and the provision or provisions of this Bond Ordinance pursuant to which such Bonds are to be called for redemption.

Section 3.04 Effect of Notice of Redemption. Official notice of redemption having been given in the manner and under the conditions provided in this Article and moneys for payment of the redemption price being held by the Paying Agent as provided in the Bond Ordinance, the Bonds or portions of Bonds called for redemption shall, on the redemption date designated in such notice, become and be due and payable at the redemption price provided for redemption of such Bonds or portions of Bonds on such date, and from and after such date interest on the Bonds or portions of Bonds called for redemption shall cease to accrue, such Bonds or portions of Bonds shall cease to be entitled to any lien, benefit, or security under the Bond Ordinance, and the owners of such Bonds or portions of Bonds shall have no rights in respect thereof except to receive payment of the redemption price thereof. Upon surrender for partial redemption of any Bond, there shall be prepared for and delivered to the registered owner a new Bond or Bonds of the same series, maturity, and interest rate in the amount of the unpaid Principal Amount.

Section 3.05 Redemption Among Series. Subject to the redemption provisions of any Supplemental Ordinance, the City in its discretion may redeem the Bonds of any series, or a portion of the Bonds of any such series, before it redeems the Bonds of any other series. Within any particular series, any redemption of Bonds shall be effected in the manner provided in this Bond Ordinance and in any Supplemental Ordinance.

Section 3.06 Selection of Bonds to be Redeemed. If less than all of the Bonds of like maturity of any series shall be called for redemption, the particular Bonds, or portions of Bonds, to be redeemed shall be selected by the City.

Section 3.07 Purchase in Open Market. Nothing herein contained shall be construed to limit the right of the City to purchase with any excess moneys in the Debt Service Funds (i.e., moneys not needed in the then current Fiscal Year to pay Principal Amount of and interest on any Bonds) and for Sinking Fund Account purposes, any Bonds in the open market at a price not exceeding the callable price. Any such Bonds so purchased shall not be reissued and shall be cancelled.

ARTICLE IV

REVENUES AND FUNDS

Section 4.01 Bonds Secured by a Pledge and Lien on Net Revenues. The Bonds authorized and issued under the provisions of this Master Bond Ordinance shall be secured by a pledge of and lien on Net Revenues. The City hereby represents and states that, except for the senior pledge of Net Revenues granted to the Prior Senior Bonds and the subordinate pledge of Net Revenues granted to the Series 2005C Bonds, it has not previously created any charge or lien on or any security interest in the Revenues, the Net Revenues or any of the other security which is pledged pursuant to this Master Bond Ordinance and the City covenants that, until all the Bonds authorized and issued under the provisions of this Master Bond Ordinance and the interest thereon shall have been paid or are deemed to have been paid, it will not, except as otherwise provided under this Master Bond Ordinance, grant any prior or parity pledge of or any security interest in the Net Revenues or any other security which is pledged to the payment of the Bonds pursuant to this Master Bond Ordinance, or create or permit to be created any charge or lien thereon or any security interest therein ranking prior to or on a parity with the charge or lien of the Bonds (including Additional Bonds) from time to time Outstanding under this Master Bond Ordinance. The City may, as provided in and as limited by Section 5.08 or Section 5.09 hereof, as applicable, grant a lien on or security interest in the Net Revenues or any of the other security which is pledged to the payment of the Bonds to secure Subordinate Obligations.

Section 4.02 Kansas City Airports Fund. So long as any of the Prior Senior Bonds, the Series 2005C Bonds or the Bonds remain Outstanding and unpaid, the City covenants and agrees that all Revenues derived and to be derived by the City from the operation of the Airport System including all Revenues derived by the City from all additions, extensions, enlargements and improvements of the Airport System hereafter made or acquired will be paid and deposited promptly in the Kansas City Airports Fund, and will be segregated and kept separate and apart from the other revenues and funds of the City.

Section 4.03 Ratification and Establishment of Funds and Accounts.

(a)                The establishment of the following accounts in the Department of Finance of the City known respectively as (i) the Airlines Operation and Maintenance Account or Airlines O&M Account (formerly the Reserve Operation and Maintenance Account), which account is renamed and shall be known hereafter as the Airlines Operation and Maintenance Reserve Account or Airlines O&M Reserve Account, (ii) the Extension and Bond Retirement Account, and (iii) the Deferred Maintenance and Replacement Account, which account is renamed and shall be known hereafter as the Maintenance and Replacement Account, is ratified and confirmed.

(b)               The establishment in the Department of Finance of the City by the Prior Senior Bonds Ordinances of separate principal and interest accounts and separate reserve accounts for each series of Outstanding Prior Senior Bonds is ratified and confirmed. The accounts referred to in this paragraph (b) shall be maintained and administered by the City in accordance with the provisions of the respective Prior Senior Bonds Ordinance establishing such separate accounts so long as any of the applicable series of Prior Senior Bonds remain Outstanding.

(c)                The establishment in the Department of Finance of the City by the 2005C Ordinance of a separate account known as the Subordinated Bond Principal and Interest Account, Series 2005C, and a separate account known as the Subordinated Reserve Account, Series 2005C, for the Series 2005C Bonds is ratified and confirmed. The accounts referred to in this paragraph (c) shall be maintained and administered by the City in accordance with the provisions of the 2005C Ordinance so long as any of the Series 2005C Bonds remain Outstanding.

(d)               The establishment in the Department of Finance of the City by Committee Substitute for Ordinance No. 010984 of a separate fund known as the PFC Revenue Fund is ratified and confirmed, with a PFC Debt Service Account and a PFC Project Account therein.

(e)                As provided in this Master Bond Ordinance, the City also creates and/or provides for the creation in a Supplemental Ordinance of the Debt Service Funds, the Reserve Fund, the Series Debt Service Reserve Funds, the Rebate Funds and the Project Funds. In addition, the City establishes a Coverage Deposit Account in the Kansas City Airports Fund and a Rate Stabilization Account in the Extension and Bond Retirement Account.

Section 4.04 Receipt, Deposit and Use of Revenues—Kansas City Airports Fund, While Either Series 2005C Bonds or Prior Senior Bonds Are Outstanding. The following procedures shall apply while either the Series 2005C Bonds or the Prior Senior Bonds are Outstanding. As long as there are any Outstanding Bonds, all Revenues shall be deposited in the Kansas City Airports Fund as provided in Section 4.02, and shall be set aside for the payment of the following amounts or deposited or transferred to the following funds and accounts in the order listed:

(a)                Operation and Maintenance Expenses. The City shall pay all Operation and Maintenance Expenses (including amounts reasonably required to be set aside in contingency reserves for Operation and Maintenance Expenses, the payment of which is not then immediately required) from the Kansas City Airports Fund as they become due and payable.

(b)               Airlines Operation and Maintenance Reserve Account. After paying or making provisions for the payment, each month, of the reasonable and proper expenses of operating and maintaining the Airport System as provided in paragraph (a) of this Section, the City shall pay into the Airlines Operation and Maintenance Reserve Account the amount required to cause the amount on deposit in the Airlines Operation and Maintenance Reserve Account to equal the Airlines Operation and Maintenance Reserve Requirement, provided that the City may in its discretion provide for the monthly deposit of equal fractional parts of the applicable amount over a period of not to exceed twelve months.

(c)                Principal and Interest Accounts, Prior Senior Bonds (applicable only for so long as any series of Prior Senior Bonds is Outstanding). After paying or making provision for the payment, each month, of the amounts required to be paid and credited from the Kansas City Airports Fund pursuant to paragraphs (a) and (b) of this Section, the City shall next pay and credit monthly from the Kansas City Airports Fund (i) to the Bond Principal and Interest Account, Series 2003A created by the 2003A Ordinance so long as any of the Series 2003A Bonds remain Outstanding any amounts required by the 2003A Ordinance, (ii) to the Bond Principal and Interest Account, Series 2003B created by the 2003B Ordinance so long as any of the Series 2003B Bonds remain Outstanding any amounts required by the 2003B Ordinance and (iii) to the Bond Principal and Interest Account, Series 2008A created by the 2008A Ordinance so long as any of the Series 2008A Bonds remain Outstanding any amounts required by the 2008A Ordinance.

(d)               Bond Reserve Accounts, Prior Senior Bonds (applicable only for so long as any series of Prior Senior Bonds is Outstanding). After all amounts at the time required to be paid and credited from the Kansas City Airports Fund under the provisions of paragraph (c) of this Section shall have been so paid and credited, the City shall next pay and credit monthly from the Kansas City Airports Fund (i) to the Bond Reserve Account, Series 2003A created by the 2003A Ordinance so long as any of the Series 2003A Bonds remain Outstanding any amounts required by the 2003A Ordinance, (ii) to the Bond Reserve Account, Series 2003B created by the 2003B Ordinance so long as any of the Series 2003B Bonds remain Outstanding any amounts required by the 2003B Ordinance and (iii) to the Bond Reserve Account, Series 2008A created by the 2008A Ordinance so long as any of the Series 2008A Bonds remain Outstanding any amounts required by the 2008A Ordinance. As provided in each Prior Senior Bond Ordinance, if, at any time, the amount in the applicable Bond Reserve Account for a series of Outstanding Prior Senior Bonds shall exceed the Maximum Bond Reserve Amount for such series of Outstanding Prior Senior Bonds as provided therein, the amount of such excess funds shall be forthwith transferred to the Kansas City Airports Fund.

(e)                Debt Service Funds; Other Amounts Due on Bonds. The City shall next pay and credit monthly from the Kansas City Airports Fund a sufficient amount of Revenues, without priority and on an equal basis, except as to timing of payment, to the respective Debt Service Funds in the amounts, at the times and in the manner provided in Section 4.07 hereof to provide for the payment of the principal of and interest to become due on the Outstanding Bonds and for the payment of amounts, other than principal and interest, if any, due on the Outstanding Bonds, and to make any Regularly Scheduled Swap Payments under a Qualified Swap that are on a parity with the obligation of the City to make payments on the related Series of Bonds as provided in Section 5.07 hereof and the applicable Supplemental Ordinance.

(f)                Reserve Fund and Series Debt Service Reserve Funds. The City shall next pay and credit monthly from the Kansas City Airports Fund a sufficient amount of Revenues, without priority and on an equal basis, except as to timing of payment, to the Reserve Fund and the Series Debt Service Reserve Funds, if any, at the times and in such amounts as specified in Sections 4.09 and 4.10 hereof and any Supplemental Ordinance to be used in the manner provided in Sections 4.07, 4.09 and 4.10 hereof and any Supplemental Ordinance.

(g)                Subordinated Bond Principal and Interest Account, Series 2005C (applicable only for so long as the Series 2005C Bonds are Outstanding). The City shall next pay and credit monthly from the Kansas City Airports Fund to the Subordinated Bond Principal and Interest Account, Series 2005C created by the 2005C Ordinance so long as any of the Series 2005C Bonds remain Outstanding any amounts required by the 2005C Ordinance.

(h)               Subordinated Bond Reserve Account, Series 2005C (applicable only for so long as the Series 2005C Bonds are Outstanding). The City shall next pay and credit monthly from the Kansas City Airports Fund to the Subordinated Bond Reserve Account, Series 2005C created by the 2005C Ordinance so long as any of the Series 2005C Bonds remain Outstanding any amounts required by the 2005C Ordinance. As provided in the 2005C Ordinance, if, at any time, the amount in the Subordinated Bond Reserve Account, Series 2005C shall exceed the Maximum Bond Reserve Amount for the Series 2005C Bonds as provided therein, the amount of such excess funds shall be forthwith transferred to the Kansas City Airports Fund.

(i)                 Subordinate Obligation Debt Service. The City shall next pay and credit monthly a sufficient amount of Revenues to any Subordinate Obligation debt service fund, such amounts and, at such times, as are sufficient to pay the debt service on any indebtedness, including Subordinated Obligations, issued pursuant to the terms of a subordinate ordinance or other agreement, but only to the extent (except as otherwise provided herein) a specific pledge of Net Revenues has been made in writing to the payment of debt service on such indebtedness.

(j)                 Subordinate Obligation Debt Service Reserve Funds. The City shall next pay and credit monthly a sufficient amount of Revenues to any Subordinate Obligation debt service reserve fund, to pay any reserve requirement for debt service for any indebtedness, including Subordinate Obligations, issued pursuant to the terms of the subordinate ordinance, but only to the extent a specific pledge of Net Revenues has been made in writing to the payment of any such debt service reserve requirement on such indebtedness.

(k)               Maintenance and Replacement Account. When and after the City shall have made all payments and credits from the Kansas City Airports Fund described above, the City shall pay into the Maintenance and Replacement Account an amount during each Fiscal Year required to cause the amount on deposit therein to equal the amount specified by the City in its Annual Budget for such Fiscal Year to be on deposit in such Maintenance and Replacement Account, provided that the City may in its discretion provide for the monthly deposit of equal fractional parts of the applicable amount over a period of not to exceed twelve months, and provided further that no amounts are required to be deposited into the Maintenance and Replacement Account during any period for which the City has made a determination that deposits into the Maintenance and Replacement Account are not in the best interests of the City. Amounts in the Maintenance and Replacement Account shall be expended and used for the purpose of paying the cost of renewals, replacements, extensions, betterments and improvements to the Airport System, and shall also be used to pay the cost of unusual or extraordinary maintenance or repairs of the Airport System, and may also be used for the payment of Operation and Maintenance Expenses to the extent not paid pursuant to paragraphs (a) and (b) of this Section and for any other lawful purpose of the Airport System.

(l)                 Coverage Deposit Account. The City shall next pay into the Coverage Deposit Account such amount, if any, of the Rate Reserve Amount as the City deems necessary and appropriate. Nothing contained herein shall require the City to retain such amount in the Coverage Deposit Account. Any amount released from the Coverage Deposit Account shall be deposited into the Kansas City Airports Fund.

(m)             When and after the City shall have made all payments and credits from the Kansas City Airports Fund required at the time to be made under the provisions of this Section, and any required deposits to a Rebate Fund, all remaining monies in the Kansas City Airports Fund, and any other monies of the Airport System eligible for deposit into the Extension and Bond Retirement Account, shall be paid and credited monthly to the Extension and Bond Retirement Account.

Except as hereinafter provided, monies in the Extension and Bond Retirement Account shall be used for any lawful purpose of the Airport System, including but not limited to the following purposes or any of them (the listing of the following purposes is not intended to establish a priority of one listed purpose over another, nor to establish a priority of a listed purpose over a purpose which is not listed below):

(i)                 Paying the cost of operation, maintenance and repair of the Airports to the extent that such payment shall be necessary after the application of moneys held in the Kansas City Airports Fund and available for said purpose under the provisions of paragraph (a) of this Section.

(ii)               Anticipating payments into or increasing the amounts of the Airlines Operation and Maintenance Reserve Account, the Debt Service Funds, the Reserve Fund and Series Debt Service Reserve Funds or the Maintenance and Replacement Account, or any of them, or making any deposit of the Rate Reserve Amount into the Coverage Deposit Account, or establishing or increasing the amount of any principal and interest account or bond reserve account created or established by the City for the payment of the Bonds or other indebtedness of the City relating to the Airports in conformity with the provisions thereof.

(iii)             Paying the cost of enlarging, extending or improving the general facilities of the Airports or any of them, including the acquisition of additional land, buildings, equipment and facilities, whether by construction, purchase or otherwise, including acquisition by operation of law from other governmental agencies and the assumption of the obligations thereof.

(iv)             Calling for redemption and payment or purchasing prior to maturity the Prior Senior Bonds, the Series 2005C Bonds, the Bonds or other indebtedness of the City relating to the Airports, and paying costs incident to such purchase or redemption, in conformity with the provisions thereof.

(v)               Anticipating payments into or establishing or increasing the amount of any principal and interest account or bond reserve account created or established by the City for the payment of any Subordinate Obligations of the City, or calling for redemption and payment or purchasing prior to maturity any Subordinate Obligations of the City, and paying costs incident to such purchase or redemption, in conformity with the provisions thereof.

(vi)             The City shall have the right, but not the obligation, to use any available moneys in the Extension and Bond Retirement Account for the purpose of paying the interest on and principal of any Special Facility Obligations of the City at the time outstanding if no other moneys are available to pay such interest or principal.

(vii)           The provisions set forth in this Section 4.04(m)(vii) shall become effective at such time as the Series 2005C Bonds are no longer Outstanding. The City may transfer any available moneys from the Extension and Bond Retirement Account to the Rate Stabilization Account therein. Moneys in the Rate Stabilization Account may be used for any purposes described in this paragraph (m). Moneys in the Rate Stabilization Account may also be transferred to the Kansas City Airports Fund to be applied in the order listed as set forth in paragraphs (a) through (m) of this Section 4.04. As indicated in the definition of “Revenues,” from and after the date that the Series 2005C Bonds are no longer Outstanding, Revenues include any amounts transferred from the Rate Stabilization Account to the Kansas City Airports Fund.

No moneys in the Kansas City Airports Fund shall be diverted or applied to the general governmental or municipal functions of the City.

Section 4.05 Receipt, Deposit and Use of Revenues—Kansas City Airports Fund. The following procedures shall apply after the Series 2005C Bonds and the Prior Senior Bonds are no longer Outstanding. As long as there are any Outstanding Bonds, all Revenues shall be deposited in the Kansas City Airports Fund as provided in Section 4.02, and shall be set aside for the payment of the following amounts or deposited or transferred to the following funds and accounts in the order listed:

(a)                Operation and Maintenance Expenses. The City shall pay all Operation and Maintenance Expenses (including amounts reasonably required to be set aside in contingency reserves for Operation and Maintenance Expenses, the payment of which is not then immediately required) from the Kansas City Airports Fund as they become due and payable.

(b)               Airlines Operation and Maintenance Reserve Account. After paying or making provisions for the payment, each month, of the reasonable and proper expenses of operating and maintaining the Airport System as provided in paragraph (a) of this Section, the City shall pay into the Airlines Operation and Maintenance Reserve Account the amount required to cause the amount on deposit in the Airlines Operation and Maintenance Reserve Account to equal the Airlines Operation and Maintenance Reserve Requirement, provided that the City may in its discretion provide for the monthly deposit of equal fractional parts of the applicable amount over a period of not to exceed twelve months.

(c)                Debt Service Funds; Other Amounts Due on Bonds. The City shall next pay and credit monthly from the Kansas City Airports Fund a sufficient amount of Revenues, without priority and on an equal basis, except as to timing of payment, to the respective Debt Service Funds in the amounts, at the times and in the manner provided in Section 4.07 hereof to provide for the payment of the principal of and interest to become due on the Outstanding Bonds and for the payment of amounts, other than principal and interest, if any, due on the Outstanding Bonds, and to make any Regularly Scheduled Swap Payments under a Qualified Swap that are on a parity with the obligation of the City to make payments on the related Series of Bonds as provided in Section 5.07 hereof and the applicable Supplemental Ordinance.

(d)               Reserve Fund and Series Debt Service Reserve Funds. The City shall next pay and credit monthly from the Kansas City Airports Fund a sufficient amount of Revenues, without priority and on an equal basis, except as to timing of payment, to the Reserve Fund and the Series Debt Service Reserve Funds, if any, at the times and in such amounts as specified in Sections 4.09 and 4.10 hereof and any Supplemental Ordinance to be used in the manner provided in Sections 4.07, 4.09 and 4.10 hereof and any Supplemental Ordinance.

(e)                Subordinate Obligation Debt Service. The City shall next pay and credit monthly a sufficient amount of Revenues to any Subordinate Obligation debt service fund such amounts and, at such times, as are sufficient to pay the debt service on any indebtedness, including Subordinated Obligations, issued pursuant to the terms of a subordinate ordinance or other agreement, but only to the extent (except as otherwise provided herein) a specific pledge of Net Revenues has been made in writing to the payment of debt service on such indebtedness.

(f)                Subordinate Obligation Debt Service Reserve Funds. The City shall next pay and credit monthly a sufficient amount of Revenues to any Subordinate Obligation debt service reserve fund to pay any reserve requirement for debt service for any indebtedness, including Subordinate Obligations, issued pursuant to the terms of the subordinate ordinance, but only to the extent a specific pledge of Net Revenues has been made in writing to the payment of any such debt service reserve requirement on such indebtedness.

(g)                Maintenance and Replacement Account. When and after the City shall have made all payments and credits from the Kansas City Airports Fund described above, the City shall pay into the Maintenance and Replacement Account an amount during each Fiscal Year required to cause the amount on deposit therein to equal the amount specified by the City in its Annual Budget for such Fiscal Year to be on deposit in such Maintenance and Replacement Account, provided that the City may in its discretion provide for the monthly deposit of equal fractional parts of the applicable amount over a period of not to exceed twelve months, and provided further that no amounts are required to be deposited into the Maintenance and Replacement Account during any period for which the City has made a determination that deposits into the Maintenance and Replacement Account are not in the best interests of the City. Amounts in the Maintenance and Replacement Account shall be expended and used for the purpose of paying the cost of renewals, replacements, extensions, betterments and improvements to the Airport System, and shall also be used to pay the cost of unusual or extraordinary maintenance or repairs of the Airport System, and may also be used for the payment of Operation and Maintenance Expenses to the extent not paid pursuant to paragraphs (a) and (b) of this Section and for any other lawful purpose of the Airport System.

(h)               Coverage Deposit Account. The City shall next pay into the Coverage Deposit Account such amount, if any, of the Rate Reserve Amount as the City deems necessary and appropriate. Nothing contained herein shall require the City to retain such amount in the Coverage Deposit Account. Any amount released from the Coverage Deposit Account shall be deposited into the Kansas City Airports Fund.

(i)                 When and after the City shall have made all payments and credits from the Kansas City Airports Fund required at the time to be made under the provisions of this Section, and any required deposits to a Rebate Fund, all remaining monies in the Kansas City Airports Fund, and any other monies of the Airport System eligible for deposit into the Extension and Bond Retirement Account, shall be paid and credited monthly to the Extension and Bond Retirement Account.

Except as hereinafter provided, monies in the Extension and Bond Retirement Account shall be used for any lawful purpose of the Airport System, including but not limited to the following purposes or any of them (the listing of the following purposes is not intended to establish a priority of one listed purpose over another, nor to establish a priority of a listed purpose over a purpose which is not listed below):

(i)                 Paying the cost of operation, maintenance and repair of the Airports to the extent that such payment shall be necessary after the application of moneys held in the Kansas City Airports Fund and available for said purpose under the provisions of paragraph (a) of this Section.

(ii)               Anticipating payments into or increasing the amounts of the Airlines Operation and Maintenance Reserve Account, the Debt Service Funds, the Reserve Fund and Series Debt Service Reserve Funds or the Maintenance and Replacement Account, or any of them, or making any deposit of the Rate Reserve Amount into the Coverage Deposit Account, or establishing or increasing the amount of any principal and interest account or bond reserve account created or established by the City for the payment of the Bonds or other indebtedness of the City relating to the Airports in conformity with the provisions thereof.

(iii)             Paying the cost of enlarging, extending or improving the general facilities of the Airports or any of them, including the acquisition of additional land, buildings, equipment and facilities, whether by construction, purchase or otherwise, including acquisition by operation of law from other governmental agencies and the assumption of the obligations thereof.

(iv)             Calling for redemption and payment or purchasing prior to maturity the Bonds or other indebtedness of the City relating to the Airports, and paying costs incident to such purchase or redemption, in conformity with the provisions thereof.

(v)               Anticipating payments into or establishing or increasing the amount of any principal and interest account or bond reserve account created or established by the City for the payment of any Subordinate Obligations of the City, or calling for redemption and payment or purchasing prior to maturity any Subordinate Obligations of the City, and paying costs incident to such purchase or redemption, in conformity with the provisions thereof.

(vi)             The City shall have the right, but not the obligation, to use any available moneys in the Extension and Bond Retirement Account for the purpose of paying the interest on and principal of any Special Facility Obligations of the City at the time outstanding if no other moneys are available to pay such interest or principal.

(vii)           The City may transfer any available moneys from the Extension and Bond Retirement Account to the Rate Stabilization Account therein. Moneys in the Rate Stabilization Account may be used for any purposes described in this paragraph (i). Moneys in the Rate Stabilization Account may also be transferred to the Kansas City Airports Fund to be applied in the order listed as set forth in paragraphs (a) through (i) of this Section 4.05. As indicated in the definition of “Revenues,” Revenues include any amounts transferred from the Rate Stabilization Account to the Kansas City Airports Fund.

No moneys in the Kansas City Airports Fund shall be diverted or applied to the general governmental or municipal functions of the City.

Section 4.06 Deficiency of Payments into Funds or Accounts. If at any time the revenues accruing to the Kansas City Airports Fund shall be insufficient to make any payment or credit on the date or dates specified, the City shall make good the amount of such deficiency by making payments or credits out of the first available Revenues thereafter accruing to the Kansas City Airports Fund from the operation of the Airports, such payments and credits being made and applied in the order specified.

Section 4.07 Creation and Funding of and Withdrawals From Debt Service Funds. The City shall, at the time of issuance of each Series of Bonds create a debt service fund for such Series, which debt service fund shall be designated “City of Kansas City, Missouri Airport Revenue [Obligations/Bonds] Series _____ Debt Service Fund” (each, respectively, a “Debt Service Fund”), which Debt Service Fund and all accounts shall be held by the City, and amounts to be used to pay principal of and interest on such Series shall be deposited therein and used for such purpose. Accounts and subaccounts shall be created in the various Debt Service Funds and shall be held by the City or such agents as the City may provide by a Supplemental Ordinance.

Except as otherwise provided in a Supplemental Ordinance, the City shall deposit moneys into a Debt Service Fund for a Series of Bonds as follows: So long as any of the Bonds are Outstanding, the City shall not later than the twentieth day of each calendar month, transfer from the Kansas City Airports Fund to the Debt Service Fund established in respect of each Series of Outstanding Bonds: (i) sums in equal fractional parts for each one‑half year so that at least the full amount required to pay the interest on Bonds of that Series, as it becomes due, shall be set aside in that Debt Service Fund by not later than the twentieth day of the month prior to the date each installment of interest becomes due, (ii) sums in equal fractional parts for each year so that at least the full amount required to pay, as it becomes due at maturity, the Principal Amount of Bonds of that Series, shall be set aside in that Debt Service Fund by not later than the twentieth day of the month prior to the date such principal amount becomes due and (iii) sums in equal fractional parts for each year so that at least the full amount required to pay, as it becomes due, the sinking installment payment, if any, due with respect to Term Bonds of such Series shall be set aside in that Debt Service Fund by not later than the twentieth day of the month prior to the date such sinking installment payment becomes due. No such transfer need be made in respect of any Series of Bonds prior to the actual delivery of that Series of Bonds to the purchasers thereof; provided, however, that subsequent to the issuance of such Series of Bonds, there shall be transferred and paid from the Kansas City Airports Fund to the Debt Service Fund established for that Series of Bonds, equal monthly sums at least sufficient together with other transfers required to be made, commencing not later than the twentieth day of the calendar month immediately succeeding the issuance of such Series of Bonds, so that interest due on such Series of Bonds on the first interest payment date to occur after the issuance of such Series of Bonds shall be fully funded at least one (1) Business Day prior to the date the first installment of interest is due on such Series of Bonds, and, if the first principal payment or sinking fund installment of such Series of Bonds is due less than 12 months after the issuance of such Series of Bonds, there shall be transferred and paid from the Kansas City Airports Fund to the Debt Service Fund established for that Series of Bonds, equal monthly sums at least sufficient together with other transfers required to be made, commencing not later than the twentieth day of the calendar month immediately succeeding the issuance of such Series of Bonds, so that principal or sinking fund installments of such Series of Bonds due on the first principal payment date to occur after the issuance of such Series of Bonds shall be fully funded at least one (1) Business Day prior to the date the first principal payment or sinking fund installment is due on such Series of Bonds. Except as otherwise provided in a Supplemental Ordinance, in the case of Variable Rate Indebtedness or other indebtedness which does not bear interest at a fixed rate, the City shall transfer from the Kansas City Airports Fund to the Debt Service Fund for such Bonds an amount equal to the interest due on such Bonds not later than one (1) Business Day prior to the date such interest is due, and in the case of Bonds that are the subject of a Qualified Swap, the City shall transfer from the Kansas City Airports Fund to the Debt Service Fund for such Bonds an amount equal to the Regularly Scheduled Swap Payment due on such Bonds not later than one (1) Business Day prior to the date such payment is due. Notwithstanding any of the foregoing provisions of this paragraph, no amount need be transferred from the Kansas City Airports Fund or otherwise deposited into any Debt Service Fund for any Series of Bonds for the payment of principal or interest, respectively, if the amount already on deposit therein and available for such purpose is sufficient to pay in full the amount of principal and/or interest, respectively, coming due on such Bonds on the next succeeding Payment Date. In addition, the City shall transfer from the Kansas City Airports Fund to the Debt Service Fund, not later than the twentieth day of each month in which fees, if any, of the Bond Registrar and Paying Agent are scheduled to become due, such amounts as may be required to pay such fees of the Bond Registrar and the Paying Agent.

All amounts paid and credited to a Debt Service Fund as provided herein and in a Supplemental Ordinance shall be expended and used by the City for the sole purpose of paying the interest on and principal of the respective Series of Bonds as and when the same become due and the fees of the Bond Registrar and the Paying Agent for acting as Bond Registrar and Paying Agent, if any.

If at any time the moneys in the Kansas City Airports Fund shall be insufficient to make in full the payments and credits at the time required to be made by the City to the Debt Service Funds established to pay the then Outstanding Bonds, the available moneys in the Kansas City Airports Fund shall be allocated between such Debt Service Funds (without regard to any amounts which may be available in the Reserve Fund or any Series Debt Service Reserve Fund) in proportion to the respective principal amounts of said Bonds of the City at the time outstanding which are payable from the moneys in such Debt Service Funds, as follows: first to the payment of past due interest on Bonds of any Series, in the order in which such interest came due, then to the payment of past due principal of Bonds of any Series, in the order in which such principal came due, then to the payment of interest then due and payable on the Bonds of each Series due on such Payment Date and, if the amount available shall not be sufficient to pay in full all interest on the Bonds then due, then pro rata among the Series according to the amount of interest then due and second to the payment of principal of the Bonds then due and, if the amount available shall not be sufficient to pay in full all principal of the Bonds then due, then pro rata among the Series according to the principal of the Bonds then due.

The City may provide in any Supplemental Ordinance that, as to any Series of Bonds Outstanding, any amounts required to be transferred to and paid into a Debt Service Fund may be prepaid, in whole or in part, by being earlier transferred to and paid into that Debt Service Fund, and in that event any subsequently scheduled monthly transfer, or any part thereof, which has been so prepaid need not be made at the time appointed therefor. In any Supplemental Ordinance, the City may provide that monies in any redemption account allocable to sinking fund installment payments of a Series may, at the discretion of the City, be applied to the purchase and cancellation of such Series (at a price not greater than par) prior to notice of redemption of such Series. Such Bonds so delivered or previously redeemed or purchased shall be credited at the principal amount thereof to the next scheduled sinking installment payments on Bonds of such Series and any excess over the sinking installment payment deposit required on that date shall be credited against future sinking installment deposits in such manner and order as the City may determine in its discretion, and the scheduled principal amount of the Bonds to be redeemed by operation of such sinking installment payments shall be accordingly modified in such manner as the City may determine. With respect to any Series of Bonds, the Supplemental Ordinance under which such Bonds are issued may provide for different times and methods of paying the interest and/or principal payments due on a Payment Date, and, in such event, the terms of such Supplemental Ordinance shall control.

Notwithstanding the foregoing, the City may, by Supplemental Ordinance, provide for different provisions and timing of deposits into a Debt Service Fund and different methods of paying principal of or interest on such Bonds depending upon the terms of such Bonds and may provide for payment through a Credit Facility with reimbursement to the Credit Provider from the respective Debt Service Fund created for the Series of Bonds for which such Credit Facility is provided.

Section 4.08 Transfer of Funds to Paying Agent and Bond Registrar. Except as otherwise provided in a Supplemental Ordinance, the Director of Finance of the City shall withdraw from the respective Debt Service Fund, sums sufficient to pay both principal of and interest on the Bonds of a given Series as and when the same become due and to pay the charges for services rendered by the respective Bond Registrar and Paying Agent in acting as Bond Registrar and Paying Agent for such Bonds, if any, and shall forward such sums to the Paying Agent in next day funds no later than the Business Day prior to the date when such principal, interest and fees will become due. The amounts necessary to pay the charges of the Bond Registrar and Paying Agent shall be forwarded to the Paying Agent over and above the amount of the principal of and interest on the Bonds.

The amounts held by the Paying Agent for the payment of the interest or principal due on any date with respect to a particular Bond or Bonds shall, on and after such date and pending such payment, be set aside on its books and held in trust by it for the Holders of the Bonds entitled thereto.

Any moneys held by the Paying Agent in trust for the payment and discharge of any of the Bonds which remain unclaimed for four years after the date when such Bonds have become due and payable, if such moneys were held by the Paying Agent at such date, or for four years after the date of deposit of such moneys if deposited with the Paying Agent after the said date when such Bonds become due and payable, shall, without further authorization, be repaid by the Paying Agent to the City as its absolute property and free from trust, and the Paying Agent shall thereupon be released and discharged with respect thereto and the Bondholders shall look only to the City for the payment of such Bonds. The City hereby recognizes that while any Bonds are Outstanding in book-entry only form there should be no unclaimed moneys.

Section 4.09 Creation, Use and Application of Reserve Fund.

(a)                There is hereby established under the terms of this Master Bond Ordinance a fund to be designated herein as “City of Kansas City, Missouri Airport Revenue Bonds, Reserve Fund” (the “Reserve Fund”). The Reserve Fund shall be held by the City or any agent of the City, and amounts therein shall be held, disbursed and accounted for in accordance with the provisions of this Section. The City may establish separate accounts within the Reserve Fund for the deposit of and accounting for proceeds of separate Series of Bonds participating in the Reserve Fund.

(b)               (i) Except as otherwise provided herein, including but not limited to in Section 4.10 hereof, each Supplemental Ordinance providing for the issuance of a Series of Bonds shall require that an amount equal to the Reserve Requirement for such Series of Bonds be deposited, accumulated and maintained, or alternatively funded in accordance with paragraphs (b)(ii) and (c) of this Section. The Reserve Requirement for a Series of Bonds participating in the Reserve Fund shall be an amount that is not less than the average Aggregate Annual Debt Service (calculated as provided in paragraph (l) of the definition of Aggregate Annual Debt Service) that will be required to be paid on or with respect to such Series of Bonds, subject to the limitations on the maximum amount thereof imposed by the Code as described in the definition of “Reserve Requirement.”

(ii)                                       The Reserve Requirement on account of the issuance of each respective Series of Bonds participating in the Reserve Fund shall be funded either (A) by including the required amount in the principal amount of the Bonds being issued, (B) by requiring the required amount to be deposited to the Reserve Fund from Net Revenues in approximately equal monthly installments over a period not exceeding sixty (60) months following the date of issuance of such Series of Bonds, (C) by a Reserve Fund Surety Policy provided pursuant to paragraph (c) below insuring or providing amounts up to the amount of the Reserve Requirement applicable to the Series of Bonds being issued, or (D) by any combination of such methods. Any cash to be deposited in the Reserve Fund may be derived from proceeds of Bonds or any other legally available source of funds.

(iii)                                     Moneys held in the Reserve Fund, including all accounts established therein, shall be used for the purpose of paying principal of and interest on the Bonds participating in the Reserve Fund on a pro rata basis with all Bonds then participating in the Reserve Fund. If, on any Payment Date, the amounts in the Debt Service Fund for any Bonds participating in the Reserve Fund available therefor are insufficient to pay in full the amount then due on such Bonds, moneys held in the Reserve Fund shall be used for the payment of principal of and interest thereon. If amounts in the Reserve Fund consist of both cash and one or more Reserve Fund Surety Policies, the City shall make any required payments of amounts in the Reserve Fund first from any cash held invested in the Reserve Fund, prior to making a draw upon any of such Reserve Fund Surety Policies. Moneys held in the Reserve Fund may also be used to make any deposit required to be made to the Rebate Fund created for the Bonds participating in the Reserve Fund at the written direction of the City if the City does not have other funds available from which such deposit can be made.

(iv)                                     Moneys held in the Reserve Fund shall be invested as provided in Section 4.13 hereof. Earnings from the investment of moneys in the Reserve Fund shall be applied as provided in said Section 4.13. Subject to the provisions of Section 4.13 and paragraph (b)(i) above, the City shall annually, prior to August 15 of each year and at such other times as the City shall determine, value the Reserve Fund on the basis of the lower of cost and market value thereof and on the basis of the cost thereof, adjusted for any amortization of premium or discount on the investment thereof. For purposes of determining the amount on deposit in the Reserve Fund, any Reserve Fund Surety Policy held by, or the benefit of which is available to, the City as security for the Bonds participating in the Reserve Fund shall be deemed to be a deposit in the face amount of the Reserve Fund Surety Policy or the stated amount of the Reserve Fund Surety Policy provided, except that, if the amount available under a Reserve Fund Surety Policy has been reduced as a result of a payment having been made thereunder or as a result of the termination, cancellation or failure (including but not limited to the loss of claims-paying ability by the provider thereof) of such Reserve Fund Surety Policy and not reinstated or another Reserve Fund Surety Policy provided, then, in valuing the Reserve Fund, the value of such Reserve Fund Surety Policy shall be reduced accordingly. Upon each such valuation, the City shall prepare, or cause to be prepared, a written certificate setting forth the Reserve Requirement with respect to the Bonds participating in the Reserve Fund as of such valuation date and the value of the Reserve Fund. If, upon any valuation of the Reserve Fund at the lower of cost or market value, the value of the Reserve Fund exceeds the Reserve Requirement with respect to the Bonds participating in the Reserve Fund, the excess amount may be withdrawn and applied as provided in Section 4.13 hereof. If, upon any valuation of the Reserve Fund at cost, the value is less than the Reserve Requirement with respect to the Bonds participating in the Reserve Fund, the City shall replenish such amounts within twelve (12) months after the date of such valuation, in accordance with Section 4.04 or Section 4.05 hereof, as applicable.

(c)                A Reserve Fund Surety Policy shall be acceptable in lieu of a deposit of cash or securities into the Reserve Fund, or may be substituted for amounts on deposit in the Reserve Fund, only if at the time of such deposit (i) such Reserve Fund Surety Policy extends to the maturity of the Series of Bonds for which the Reserve Fund Surety Policy was issued, or the City has agreed, by Supplemental Ordinance, that the City will replace such Reserve Fund Surety Policy prior to its expiration with another Reserve Fund Surety Policy which shall have no adverse effect on the ratings, if any, then in effect on the Bonds participating in the Reserve Fund, or with cash and (ii) the face amount of the Reserve Fund Surety Policy, together with amounts on deposit in the Reserve Fund, including the face amount of any other Reserve Fund Surety Policy, is at least equal to the Reserve Requirement with respect to the Bonds participating in the Reserve Fund.

(d)               If moneys have been withdrawn from the Reserve Fund or a payment has been made under a Reserve Fund Surety Policy constituting all or a portion of the Reserve Fund, and deposited into the applicable Debt Service Funds to prevent a default on the Bonds participating in the Reserve Fund, then the City will deposit into the Reserve Fund but only as provided in Section 4.09 hereof, the full amount so withdrawn, together with interest, if any, required under the terms of the Reserve Fund Surety Policy, or so much as shall be required to restore the Reserve Fund to the Reserve Requirement with respect to the Bonds participating in the Reserve Fund and to pay such interest, if any. Such repayment shall be made in no more than twelve (12) substantially equal monthly installments each due on the first (1st) Business Day of the month commencing with the first month after such withdrawal occurs. If such repayment is with respect to a draw under a Reserve Fund Surety Policy, the City shall pay to the provider of such Reserve Fund Surety Policy the amount required to reimburse the provider of such Reserve Fund Surety Policy.

(e)                All money on deposit in the Reserve Fund representing the Reserve Requirement for a Series of Bonds (or portion thereof designated in a Supplemental Ordinance) on the final Payment Date of such Series of Bonds (or portion thereof), and on the date of defeasance of any Series of Bonds (or portion thereof) as provided in Section 8.01 hereof, may be applied to the payment of the principal of and/or interest on such Series of Bonds (or portion thereof), provided that the amount in the Reserve Fund after such application shall not be less than the Reserve Requirement with respect to all remaining Bonds participating in the Reserve Fund.

(f)                All money remaining in the Reserve Fund on the final Payment Date of the Bonds participating in the Reserve Fund in excess of the amount required to make provisions for the payment in full of the interest and/or the principal of the Bonds of all Outstanding Series participating in the Reserve Fund shall be transferred to the City for deposit in the Kansas City Airports Fund.

Section 4.10 Creation of Series Debt Service Reserve Fund. Notwithstanding Section 4.09 hereof, instead of making or causing a deposit to be made to the Reserve Fund, the City may, at the time of issuance of any Series of Bonds, provide by Supplemental Ordinance for the creation of a Series Debt Service Reserve Fund as additional security for such Series of Bonds, and in its discretion reserving the right to allow a future Series of Bonds to participate in such Series Debt Service Reserve Fund, or provide that such Series of Bonds participate in a Series Debt Service Reserve Fund previously created for an Outstanding Series of Bonds. Any Series Debt Service Reserve Fund established under a Supplemental Ordinance shall be funded, at the time of issuance of such Series of Bonds or over such other period of time as set forth in a Supplemental Ordinance, in an amount equal to the Reserve Requirement with respect to the Bonds participating in such Series Debt Service Reserve Fund. The City shall, by such Supplemental Ordinance, provide for the manner of funding and replenishing of such Series Debt Service Reserve Fund and shall establish such other terms with respect to such Series Debt Service Reserve Fund as the City may deem to be appropriate, including providing a Credit Facility in lieu thereof. Moneys held in a Series Debt Service Reserve Fund shall be invested, and earnings from the investment of moneys in a Series Debt Service Reserve Fund shall be applied, as provided in Section 4.13 hereof unless otherwise provided in a Supplemental Ordinance.

Notwithstanding either Section 4.09 hereof or this Section, at the time of issuance of any Series of Bonds, the City may provide pursuant to a Supplemental Ordinance that neither a deposit to the Reserve Fund or to a Series Debt Service Reserve Fund shall be required and that such Series of Bonds shall not be secured by the Reserve Fund or a Series Debt Service Reserve Fund.

Section 4.11 Authorization for Creation of Project Fund. Proceeds of each Series of Bonds which are to be used to pay Costs of the Projects shall be deposited into a fund created for such Series of Bonds which shall be designated “City of Kansas City, Missouri Airport Revenue [Obligations/Bonds] Series [_____] Project Fund” (each, respectively, a “Project Fund”) which shall be held by the City or if directed by the City, an agent of the City, all as provided by this Master Bond Ordinance, a Supplemental Ordinance or Supplemental Ordinances. All moneys in each Project Fund shall be held and disbursed as provided in the Supplemental Ordinance or Supplemental Ordinances under which such fund or funds were created. Notwithstanding this provision, no Project Fund shall be required for a given Series of Bonds if all of the proceeds thereof (except those deposited into the Reserve Fund, a Series Debt Service Reserve Fund or a Debt Service Fund) are spent at the time of issuance of such Series or are used to refund Bonds or otherwise the City determines that there is no need to create a Project Fund for such Series.

Section 4.12 Additional Funds and Accounts. The City may, by Supplemental Ordinance, create additional funds and accounts for such purposes as the City deems appropriate, including separate funds available only for specified Bonds or Series of Bonds.

Section 4.13 Investments. Moneys held in the Funds and Accounts ratified, created or authorized by this Master Bond Ordinance and any Supplemental Ordinance may be invested in Permitted Investments authorized by the current investment policy of the City. Unless otherwise specified in a Supplemental Ordinance, any investment earnings thereon (except the Reserve Fund, any Series Debt Service Reserve Fund and any Rebate Fund) shall be credited to the Kansas City Airports Fund. Investments in the Reserve Fund and in any Series Debt Service Fund shall not have maturities which extend beyond five (5) years. Except as otherwise provided herein, earnings on the Reserve Fund that are withdrawn from the Reserve Fund following a valuation date as provided in Section 4.09(b)(iv) shall be paid pro rata to the Debt Service Funds for the Bonds participating in the Reserve Fund to be applied as a credit against the City’s obligation to make its next interest payments, unless an amount has been withdrawn from the Reserve Fund as a result of a deficiency in the Debt Service Funds and such withdrawal has not been repaid or, as of the most recent valuation of the Reserve Fund as provided in Section 4.09, the amount therein was valued at less than the Reserve Requirement with respect to the Bonds participating in the Reserve Fund and the deficiency has not yet been restored, in either of which events the earnings shall be retained in the Reserve Fund until the deficiency therein has been eliminated. Unless otherwise provided herein or in a Supplemental Ordinance, earnings from the investment of moneys in any Series Debt Service Reserve Fund shall be retained in the Series Debt Service Reserve Fund, at all times the balance is less than the Reserve Requirement therefor; thereafter and at all times the balance of the Series Debt Service Reserve Fund, as applicable, is equal to or greater than the Reserve Requirement, such investment earnings shall be deposited in the Debt Service Funds for the Bonds secured by such Series Debt Service Reserve Fund. Provided, however, that earnings on the Reserve Fund or any Series Debt Service Reserve Fund may be used by the City for any lawful purpose relating to the Airport System if the City shall obtain an Opinion of Bond Counsel that the use of such amounts shall not result in the inclusion of interest on any Bonds in gross income of the recipient thereof for federal income tax purposes. Earnings from the investment of moneys in any Rebate Fund shall be retained therein until expended as provided in a Supplemental Ordinance.

Moneys in each of such funds shall be accounted for as a separate and special fund apart from all other City funds, provided that investments of moneys therein may be made in a pool of investments together with other moneys of the City so long as sufficient Permitted Investments in such pool, not allocated to other investments of contractually or legally limited duration, are available to meet the requirements of the foregoing provisions.

ARTICLE V

ADDITIONAL BONDS

Section 5.01 Senior Lien Obligations Prohibited. The City hereby covenants and agrees that so long as any Bonds are Outstanding under this Master Bond Ordinance, it will not issue any additional bonds or other obligations with a lien on or security interest granted in Net Revenues which is senior to the Bonds.

Section 5.02 Additional Bonds. The City covenants and agrees that so long as any of the Bonds remain Outstanding, it will not issue any additional Bonds or other obligations which stand on a parity or equality with the Bonds except in accordance with the following conditions and provisions:

(a)                A Supplemental Ordinance shall have been passed authorizing the issuance of such Bonds.

(b)               There shall be no default by the City in the payment of any sums required at the time to be paid by the City under the provisions of Section 4.04 or Section 4.05, as applicable, of this Master Bond Ordinance.

(c)                An Authorized City Representative shall have executed a certificate to the effect that: (i) none of the Events of Default set forth in Section 7.01 hereof have occurred and remain uncured or (ii) that upon issuance of such Series of Bonds, all Events of Default set forth in Section 7.01 hereof that have occurred and are continuing, shall be cured;

(d)               The City shall have received an opinion of Bond Counsel, dated as of the date of issuance of the Bonds, to the effect that the Supplemental Ordinance authorizing the issuance of Bonds has been duly passed by the City;

(e)                There shall be written instructions from the City to authenticate the Bonds and, upon receipt of the purchase price, to deliver the Bonds to or upon the order of the purchasers named in such instructions; and

(f)                The tests for issuance of Bonds set forth in Section 5.04 or Section 5.05 hereof, as applicable, shall have been satisfied.

Section 5.03 Refunding Bonds. Refunding Bonds may be issued under and secured by this Master Bond Ordinance. Such Refunding Bonds shall be issued in accordance with the provisions of Sections 5.02, and Section 5.04 or Section 5.05, as applicable, hereof.

Section 5.04 Tests for Issuance of Bonds, While Series 2005C Bonds are Outstanding. For purposes of this Section 5.04, the term “Aggregate Annual Debt Service,” when applied to the annual principal and interest requirements relating to the Series 2005C Bonds, and to any Outstanding Prior Senior Bonds if applicable, shall have the same meaning as the defined term “Aggregate Annual Debt Service” applicable to the Bonds. (References in this Section 5.04 to the Prior Senior Bonds shall be of no further force and effect when all series of the Prior Senior Bonds are no longer Outstanding.) The following procedures shall apply while the Series 2005C Bonds are Outstanding. Subject to the provisions under paragraphs (c)(i), (ii) or (iii) of this Section, as a condition to the issuance of any Series of Bonds, there shall first be delivered to the City either:

(a)                a certificate, dated as of a date between the date of pricing of the Bonds being issued and the date of delivery of such Bonds (both dates inclusive), prepared by an Authorized City Representative showing the Net Revenues for the last audited Fiscal Year or for any 12 consecutive months out of the most recent 18 consecutive months immediately preceding the date of issuance of the proposed Series of Bonds, were at least equal to 125% of average Aggregate Annual Debt Service with respect to all the Outstanding Prior Senior Bonds if applicable, all the Outstanding Bonds and the proposed Series of Bonds, calculated as if the proposed Series of Bonds was then Outstanding, and at least equal to 110% of average Aggregate Annual Debt Service with respect to all the Outstanding Series 2005C Bonds, all the Outstanding Prior Senior Bonds if applicable, all the Outstanding Bonds and the proposed Series of Bonds, calculated as if the proposed Series of Bonds was then Outstanding; or

(b)               a certificate, dated as of a date between the date of pricing of the Bonds being issued and the date of delivery of such Bonds (both dates inclusive), prepared by a Consultant showing that:

(i)                 the Net Revenues for the last audited Fiscal Year or for any 12 consecutive months out of the most recent 18 consecutive months immediately preceding the date of issuance of the proposed Series of Bonds, were at least equal to 125% of Aggregate Annual Debt Service due and payable with respect to all the Outstanding Prior Senior Bonds and all the Outstanding Bonds (not including the proposed Series of Bonds) for such Fiscal Year or other applicable period and at least equal to 110% of Aggregate Annual Debt Service due and payable with respect to all the Outstanding Series 2005C Bonds, all the Outstanding Prior Senior Bonds if applicable and all the Outstanding Bonds (not including the proposed Series of Bonds) for such Fiscal Year or other applicable period; and

(ii)               the estimated Net Revenues for each of three (3) consecutive Fiscal Years beginning with the first Fiscal Year in which Annual Debt Service is due on or with respect to the Series of Bonds proposed to be issued, and for the payment of all of which provision has not been made as indicated in the report of such Consultant from the proceeds of such Series of Bonds and/or from interest that has been capitalized from the proceeds of previously issued Bonds, will be at least equal to 125% of Aggregate Annual Debt Service for each such Fiscal Year with respect to all the Outstanding Prior Senior Bonds if applicable, all the Outstanding Bonds and the proposed Series of Bonds (calculated as if the proposed Series of Bonds was then Outstanding), and at least equal to 110% of Aggregate Annual Debt Service for each such Fiscal Year with respect to all the Outstanding Series 2005C Bonds, all the Outstanding Prior Senior Bonds if applicable, all the Outstanding Bonds and the proposed Series of Bonds (calculated as if the proposed Series of Bonds was then Outstanding);

For purposes of paragraph (b)(ii) above, in estimating Net Revenues, the Consultant may take into account (1) Revenues from Projects or Airport Facilities reasonably expected to become available during the period for which the estimates are provided, (2) any increase in fees, rates, charges, rentals or other sources of Revenues which have been approved by the City and will be in effect during the period for which the estimates are provided, (3) any other increases in Revenues which the Consultant believes to be a reasonable assumption for such period. With respect to Operation and Maintenance Expenses, the Consultant shall use such assumptions as the Consultant believes to be reasonable, taking into account: (i) historical Operation and Maintenance Expenses, (ii) Operation and Maintenance Expenses associated with the Projects and any other new Airport Facilities, and (iii) such other factors, including inflation and changing operations or policies of the City, as the Consultant believes to be appropriate. The Consultant shall include in the certificate or in a separate accompanying report a description of the assumptions used and the calculations made in determining the estimated Net Revenues and shall also set forth the calculations of Aggregate Annual Debt Service, which calculations may be based upon information provided by another Consultant.

For purposes of preparing the certificate or certificates described above, the Consultant or Consultants or the Authorized City Representative may rely upon financial statements prepared by the City which have not been subject to audit by an independent certified public accountant if audited financial statements for the Fiscal Year or period are not available; provided, however, that an Authorized City Representative shall certify as to their accuracy and that such financial statements were prepared substantially in accordance with generally accepted accounting principles, subject to year-end adjustments.

For purposes of paragraphs (a) and (b) above, average Aggregate Annual Debt Service on the Outstanding Bonds, the Outstanding Prior Senior Bonds if applicable, the Outstanding Series 2005C Bonds and the proposed Series of Bonds shall be calculated as provided in paragraph (l) of the definition of Aggregate Annual Debt Service.

(c) Neither of the certificates described under paragraph (a) or (b) above shall be required:

(i)                 if the Bonds being issued are for the purpose of refunding then Outstanding Bonds and (A) an Authorized City Representative executes a certificate showing that Aggregate Annual Debt Service for each Fiscal Year after the issuance of such Refunding Bonds will not exceed the Aggregate Annual Debt Service for such Fiscal Year prior to the issuance of such Refunding Bonds, or (B) the City obtains a report from an Independent certified public accountant or financial advisor demonstrating that the refunding will reduce the total debt service payments on all Outstanding Bonds on a present value basis;

(ii)               if the Bonds being issued constitute Notes and an Authorized City Representative executes, instead, a certificate showing that the principal amount of the proposed Notes being issued, together with the principal amount of any Notes then Outstanding, does not exceed 10% of the Net Revenues for any 12 consecutive months out of the most recent 24 months immediately preceding the issuance of the proposed Notes, accompanied by a certificate of an Authorized City Representative setting forth calculations showing that for each of the Fiscal Years during which the Notes will be Outstanding, and taking into account the debt service becoming due on such Notes, the City will be in compliance with Section 6.03(a) and (b) hereof; or

(iii)             if the Bonds being issued are to pay costs of completing a Project for which Bonds have previously been issued and the principal amount of such Bonds being issued for completion purposes does not exceed an amount equal to 15% of the principal amount of the Bonds originally issued for such Project and reasonably allocable to the Project to be completed as shown in a written certificate of an Authorized City Representative and there is delivered to the City (1) a Consultant’s certificate stating that the nature and purpose of such Project has not materially changed and (2) a certificate of an Authorized City Representative to the effect that (x) all of the proceeds (including investment earnings on amounts in the Project Fund allocable to such Project) of the original Bonds issued to finance such Project have been or will be used to pay Costs of the Project and (y) the then estimated Costs of the Project exceed the sum of the Costs of the Project already paid plus moneys available in the Project Fund established for the Project (including unspent proceeds of Bonds previously issued for such purpose) and (z) the proceeds to be received from the issuance of such Bonds plus moneys available in the Project Fund established for the Project (including unspent proceeds of the Bonds previously issued for such purpose) will be sufficient to pay the remaining estimated Costs of the Project.

Section 5.05 Tests for Issuance of Bonds. For purposes of this Section 5.05, the term “Aggregate Annual Debt Service,” when applied to the annual principal and interest requirements relating to any Outstanding Prior Senior Bonds, if applicable, shall have the same meaning as the defined term “Aggregate Annual Debt Service” applicable to the Bonds. (References in this Section 5.05 to the Prior Senior Bonds shall be of no further force and effect when all series of the Prior Senior Bonds are no longer Outstanding.) The following procedures shall apply after the Series 2005C Bonds are no longer Outstanding. Subject to the provisions under paragraphs (c)(i), (ii) or (iii) of this Section, as a condition to the issuance of any Series of Bonds, there shall first be delivered to the City either:

(a)                a certificate, dated as of a date between the date of pricing of the Bonds being issued and the date of delivery of such Bonds (both dates inclusive), prepared by an Authorized City Representative showing the Net Revenues for the last audited Fiscal Year or for any 12 consecutive months out of the most recent 18 consecutive months immediately preceding the date of issuance of the proposed Series of Bonds, together with any Transfer, were at least equal to 125% of average Aggregate Annual Debt Service with respect to all the Outstanding Prior Senior Bonds if applicable, all the Outstanding Bonds and the proposed Series of Bonds, calculated as if the proposed Series of Bonds was then Outstanding; or

(b)               both of the following certificates, each dated as of a date between the date of pricing of the Bonds being issued and the date of delivery of such Bonds (both dates inclusive):

(i)                 a certificate prepared by either an Authorized City Representative or a Consultant showing that the Net Revenues for the last audited Fiscal Year or for any 12 consecutive months out of the most recent 18 consecutive months immediately preceding the date of issuance of the proposed Series of Bonds, together with any Transfer, were at least equal to 125% of the Aggregate Annual Debt Service due and payable with respect to all the Outstanding Prior Senior Bonds if applicable and all the Outstanding Bonds (not including the proposed Series of Bonds) for such Fiscal Year or other applicable period; and

(ii)               a certificate prepared by a Consultant showing that the estimated Net Revenues for each of three (3) consecutive Fiscal Years beginning with the first Fiscal Year in which Annual Debt Service is due on or with respect to the Series of Bonds proposed to be issued, and for the payment of all of which provision has not been made as indicated in the report of such Consultant from the proceeds of such Series of Bonds and/or from interest that has been capitalized from the proceeds of previously issued Bonds, together with any Transfer, will be at least equal to 125% of Aggregate Annual Debt Service for each such Fiscal Year with respect to all the Outstanding Prior Senior Bonds if applicable, all the Outstanding Bonds and the proposed Series of Bonds (calculated as if the proposed Series of Bonds was then Outstanding);

For purposes of paragraphs (a) and (b) above, the amount of any Transfer taken into account cannot exceed 25% of the Aggregate Annual Debt Service on the Outstanding Prior Senior Bonds if applicable, the Outstanding Bonds and the proposed Series of Bonds.

For purposes of paragraph (b)(ii) above, in estimating Net Revenues, the Consultant may take into account (1) Revenues from Projects or Airport Facilities reasonably expected to become available during the period for which the estimates are provided, (2) any increase in fees, rates, charges, rentals or other sources of Revenues which have been approved by the City and will be in effect during the period for which the estimates are provided, (3) any other increases in Revenues which the Consultant believes to be a reasonable assumption for such period. With respect to Operation and Maintenance Expenses, the Consultant shall use such assumptions as the Consultant believes to be reasonable, taking into account: (i) historical Operation and Maintenance Expenses, (ii) Operation and Maintenance Expenses associated with the Projects and any other new Airport Facilities, and (iii) such other factors, including inflation and changing operations or policies of the City, as the Consultant believes to be appropriate. The Consultant shall include in the certificate or in a separate accompanying report a description of the assumptions used and the calculations made in determining the estimated Net Revenues and shall also set forth the calculations of Aggregate Annual Debt Service, which calculations may be based upon information provided by another Consultant.

For purposes of preparing the certificate or certificates described above, the Consultant or Consultants or the Authorized City Representative may rely upon financial statements prepared by the City which have not been subject to audit by an independent certified public accountant if audited financial statements for the Fiscal Year or period are not available; provided, however, that an Authorized City Representative shall certify as to their accuracy and that such financial statements were prepared substantially in accordance with generally accepted accounting principles, subject to year-end adjustments.

For purposes of paragraphs (a) and (b) above, average Aggregate Annual Debt Service on the Outstanding Prior Senior Bonds if applicable, the Outstanding Bonds and the proposed Series of Bonds shall be calculated as provided in paragraph (l) of the definition of Aggregate Annual Debt Service.

(c) Neither of the certificates described under paragraph (a) or (b) above shall be required:

(i)                 if the Bonds being issued are for the purpose of refunding then Outstanding Bonds and (A) an Authorized City Representative executes a certificate showing that Aggregate Annual Debt Service for each Fiscal Year after the issuance of such Refunding Bonds will not exceed the Aggregate Annual Debt Service for such Fiscal Year prior to the issuance of such Refunding Bonds, or (B) the City obtains a report from an Independent certified public accountant or financial advisor demonstrating that the refunding will reduce the total debt service payments on all Outstanding Bonds on a present value basis;

(ii)               if the Bonds being issued constitute Notes and an Authorized City Representative executes, instead, a certificate showing that the principal amount of the proposed Notes being issued, together with the principal amount of any Notes then Outstanding, does not exceed 10% of the Net Revenues for any 12 consecutive months out of the most recent 24 months immediately preceding the issuance of the proposed Notes, accompanied by a certificate of an Authorized City Representative setting forth calculations showing that for each of the Fiscal Years during which the Notes will be Outstanding, and taking into account the debt service becoming due on such Notes, the City will be in compliance with Section 6.03(a) and (b) hereof; or

(iii)             if the Bonds being issued are to pay costs of completing a Project for which Bonds have previously been issued and the principal amount of such Bonds being issued for completion purposes does not exceed an amount equal to 15% of the principal amount of the Bonds originally issued for such Project and reasonably allocable to the Project to be completed as shown in a written certificate of an Authorized City Representative and there is delivered to the City (1) a Consultant’s certificate stating that the nature and purpose of such Project has not materially changed and (2) a certificate of an Authorized City Representative to the effect that (x) all of the proceeds (including investment earnings on amounts in the Project Fund allocable to such Project) of the original Bonds issued to finance such Project have been or will be used to pay Costs of the Project and (y) the then estimated Costs of the Project exceed the sum of the Costs of the Project already paid plus moneys available in the Project Fund established for the Project (including unspent proceeds of Bonds previously issued for such purpose) and (z) the proceeds to be received from the issuance of such Bonds plus moneys available in the Project Fund established for the Project (including unspent proceeds of the Bonds previously issued for such purpose) will be sufficient to pay the remaining estimated Costs of the Project.

Section 5.06 Repayment Obligations Afforded Status of Bonds.

(a)                Unless otherwise provided in a Supplemental Ordinance, if a Credit Provider or Liquidity Provider makes payment of principal of and/or interest on a Bond or advances funds to purchase or provide for the purchase of Bonds and is entitled to reimbursement thereof, pursuant to a separate written agreement with the City, but is not reimbursed, the Repayment Obligation under such written agreement may, if so provided in the written agreement, be afforded the status of a Bond issued under this Master Bond Ordinance, and, if afforded such status, the Credit Provider or Liquidity Provider shall be the Bondholder and such Bond shall be deemed to have been issued at the time of the original Bond for which the Credit Facility or Liquidity Facility was provided and will not be subject to the provisions of Sections 5.02, 5.04 or 5.05 hereof, provided that the payment terms of the Bond held by the Credit Provider or Liquidity Provider shall be as set forth in the written agreement with the Credit Provider or Liquidity Provider or a Supplemental Ordinance pursuant to which such Bonds are issued. Any amount which comes due on the Repayment Obligation by its terms and which is in excess of the amount treated as principal of and interest on a Bond shall be payable from Net Revenues on a basis subordinate to the payment and/or funding of the Bonds and any reserve funds established with respect to the Bonds. This provision shall not defeat or alter the rights of subrogation which any Credit Provider or Liquidity Provider may have under law or under the terms of any Supplemental Ordinance. The Paying Agent may conclusively rely on a written certification by the Credit Provider or the Liquidity Provider of the amount of such non-reimbursement and that such Repayment Obligation is to be afforded the status of a Bond under this Master Bond Ordinance.

(b)               In addition to the Repayment Obligations described in paragraph (a) above, any other amounts owed by the City to a Credit Provider or a Liquidity Provider pursuant to the provisions of a written agreement between the City and the Credit Provider or the Liquidity Provider, that are Repayment Obligations under such written agreement, shall, if so provided in the written agreement, be afforded the status of a Bond issued under Article II hereof and, if afforded such status, the Credit Provider or the Liquidity Provider shall be deemed to be the Holder of such Bond, and such Bond shall be deemed to have been issued at the time of the original Bond for which the Credit Facility or Liquidity Facility was provided and will not be subject to the provisions of Sections 5.02, 5.04 or 5.05 hereof. Such Repayment Obligation will be paid in accordance with the terms of the Supplemental Ordinance pursuant to which the Bonds are issued or the terms of the agreement with the Credit Provider or the Liquidity Provider.

Section 5.07 Obligations Under Qualified Swap.

(a)                The obligation of the City to make Regularly Scheduled Swap Payments under a Qualified Swap with respect to a Series of Bonds may be on a parity with the obligation of the City to make payments with respect to such Series of Bonds and other Bonds under this Master Bond Ordinance, except as otherwise provided herein or in a Supplemental Ordinance. The City may provide in any Supplemental Ordinance that Regularly Scheduled Swap Payments under a Qualified Swap shall be secured by a pledge of or lien on Net Revenues on a parity with the Bonds of such Series and all other Bonds, regardless of the principal amount, if any, of the Bonds of such Series remaining Outstanding.

(b)               In the event that a Swap Termination Payment or any other amounts other than as described in paragraph (a) above are due and payable by the City under a Qualified Swap, such Swap Termination Payment and any such other amounts shall, unless otherwise provided in a Supplemental Ordinance, constitute an obligation of the City payable from Net Revenues subordinate to its obligations to pay and/or fund the Bonds and any reserve funds established with respect to such Bonds.

(c)                Obligations of the City to make payments, including termination payments, under a Nonqualified Swap shall, unless otherwise provided in a Supplemental Ordinance, constitute an obligation of the City payable from Net Revenues subordinate to its obligations to pay and/or fund the Bonds and any reserve funds established with respect to such Bonds.

Section 5.08 Subordinate Obligations While Series 2005C Bonds are Outstanding. For purposes of this Section 5.08, the term “Aggregate Annual Debt Service,” when applied to the annual principal and interest requirements relating to the Series 2005C Bonds, shall have the same meaning as the defined term “Aggregate Annual Debt Service” applicable to the Bonds. The following procedures shall apply while the Series 2005C Bonds are Outstanding (provided, that nothing contained herein shall indicate or be deemed to indicate that any such Subordinate Obligations are being issued pursuant to the 2005C Ordinance or on a parity basis with the Series 2005C Bonds). The City may, from time to time, incur indebtedness which is subordinate to the Bonds and which indebtedness is, in this Master Bond Ordinance, referred to as Subordinate Obligations. Such indebtedness shall be incurred at such times and upon such terms as the City shall determine, provided that:

(a)                any Supplemental Ordinance authorizing the issuance of any Subordinate Obligations shall specifically state that such lien on or security interest granted in the Net Revenues is junior and subordinate to the lien on and security interest in such Net Revenues and other assets granted to secure the Bonds;

(b)               payment of principal of and interest and other amounts due on such Subordinate Obligations shall be permitted, provided that all deposits and payments required to be made pursuant to Sections 4.04(a) through (h) hereof have been made or satisfied; and

(c)                there shall be delivered to the City a certificate prepared by a Consultant showing that for as long as the Series 2005C Bonds remain Outstanding, the Net Revenues for a period of 12 consecutive months out of the last 15 months immediately preceding the date of issuance of the proposed Subordinate Obligations, when added to the estimated annual Net Revenues of the facilities to be constructed or acquired with the proceeds of the Subordinate Obligations, shall equal not less than 110% of the average Aggregate Annual Debt Service (calculated as provided in paragraph (l) of the definition of Aggregate Annual Debt Service) due and payable with respect to all Outstanding Bonds, the Series 2005C Bonds and the Subordinate Bonds proposed to be issued.

Section 5.09 Subordinate Obligations. The following procedures shall apply after the Series 2005C Bonds are no longer Outstanding. The City may, from time to time, incur indebtedness which is subordinate to the Bonds and which indebtedness is, in this Master Bond Ordinance, referred to as Subordinate Obligations. Such indebtedness shall be incurred at such times and upon such terms as the City shall determine, provided that:

(a)                any Supplemental Ordinance authorizing the issuance of any Subordinate Obligations shall specifically state that such lien on or security interest granted in the Net Revenues is junior and subordinate to the lien on and security interest in such Net Revenues and other assets granted to secure the Bonds; and

(b)               payment of principal of and interest and other amounts due on such Subordinate Obligations shall be permitted, provided that all deposits and payments required to be made pursuant to Section 4.05(a) through (d) hereof have been made or satisfied.

ARTICLE VI

COVENANTS OF THE CITY

Section 6.01 Payment of Bonds. The City covenants and agrees that it will duly and punctually pay or cause to be paid from the Net Revenues and the other security set forth in this Master Bond Ordinance and to the extent thereof the principal of, premium, if any, and interest and other amounts due on every Bond at the place and on the dates and in the manner herein, in the Supplemental Ordinances, in the Bonds specified and in a Credit Facility and/or a Liquidity Facility, if any, according to the true intent and meaning thereof, and that it will faithfully do and perform all covenants and agreements herein, in the Bonds and in a Credit Facility and/or a Liquidity Facility, if any, contained, provided that the City’s obligation to make payment of the principal of, premium, if any, and interest and other amounts due on the Bonds shall be limited to payment from the Net Revenues derived and to be derived by the City from the operation of the Airport System and accruing to the Kansas City Airports Fund, and nothing in the Bonds or in this Master Bond Ordinance shall be construed to obligate the City to pay the Bonds or the interest thereon except from said Net Revenues and no Bondholder shall have any right to enforce payment from any other funds of the City.

Section 6.02 Performance of Duties and Obligations by City. The City will punctually perform all duties and obligations with respect to its Airport System required by this Master Bond Ordinance, by the Charter of the City and by the Constitution and laws of the State of Missouri, and the City will perform all contractual obligations undertaken by it under leases and agreements with the United States of America, its agencies, and with persons and corporations, both public and private.

Section 6.03 Rate Covenant. The City covenants to fulfill the following requirements:

(a)                The City shall while any of the Bonds remain Outstanding (but subject to all existing contracts and legal obligations of the City as of the date of execution of this Master Bond Ordinance setting forth restrictions relating thereto), establish, fix, prescribe and collect rates, tolls, fees, rentals and charges in connection with the Airport System and for services rendered in connection therewith, so that Net Revenues in each Fiscal Year will be at least equal to the sum of the following amounts:

(i)                 the Annual Debt Service on any Outstanding Bonds required to be funded by the City in such Fiscal Year as required by this Master Bond Ordinance or any Supplemental Ordinance with respect to the Outstanding Bonds;

(ii)               the required deposits to the Reserve Fund or any Series Debt Service Reserve Fund which may be established by a Supplemental Ordinance;

(iii)             the reimbursement or repayment of other amounts owed to any Credit Provider or Liquidity Provider as required by a Supplemental Ordinance;

(iv)             the interest on and principal of any indebtedness required to be funded during such Fiscal Year other than for Outstanding Bonds, including Subordinate Obligations; and

(v)               payments of any reserve requirement for debt service for any indebtedness other than Outstanding Bonds, including Subordinate Obligations.

(b)               The City will establish, fix, prescribe and collect rates, tolls, fees, rentals and charges in connection with the Airport System and for services rendered in connection therewith, so that during each Fiscal Year the Net Revenues, together with any Transfer, will be equal to at least 125% of Annual Debt Service on the Outstanding Bonds in such Fiscal Year. For purposes of this paragraph (b), the amount of any Transfer taken into account shall not exceed 25% of the Annual Debt Service on the Outstanding Bonds in such Fiscal Year.

(c)                If Net Revenues, together with any Transfer (as applied in accordance with paragraph (b) above), in any Fiscal Year are less than the amount specified in paragraph (a) or (b) of this Section, the City will retain and direct a Consultant to make recommendations as to the revision of the operations of the Airport System and its schedule of rentals, rates, tolls, fees and charges for the use of the Airport System and for services rendered by the City in connection with the Airport System, and after receiving such recommendations or giving reasonable opportunity for such recommendations to be made the City shall take all lawful measures to revise the schedule of rentals, rates, tolls, fees and charges as may be necessary to produce Net Revenues in the amount specified in paragraph (a) or (b) of this Section in the next succeeding Fiscal Year.

In the event that Net Revenues for any Fiscal Year are less than the amount specified in paragraph (a) or (b) of this Section, but the City promptly has taken prior to or during the next succeeding Fiscal Year all lawful measures to revise the schedule of rentals, rates, tolls, fees and charges as required by this paragraph (c), such deficiency in Net Revenues shall not constitute an Event of Default under the provisions of Section 7.01(d) hereof. Nevertheless, if after taking the measures required by this paragraph (c) to revise the schedule of rentals, rates, tolls, fees and charges, Net Revenues in the next succeeding Fiscal Year (as evidenced by the audited financial statements of the City relating to the Airport System for such Fiscal Year) are less than the amount specified in paragraph (a) or (b) of this Section, such deficiency in Net Revenues shall constitute an Event of Default under the provisions of Section 7.01(d) hereof.

Section 6.04 No Inconsistent Contract Provisions. The City covenants that no contract or contracts will be entered into or any action taken by the City which shall be inconsistent with the provisions of this Master Bond Ordinance. The City covenants that it will not take any action which, in the City’s judgment at the time of such action, will substantially impair or materially adversely affect the pledge of Net Revenues or the rights of the holders of the Bonds. The City shall be unconditionally and irrevocably obligated, so long as any of the Bonds are Outstanding and unpaid, to take all lawful action necessary or required to pay from the Net Revenues, the principal of and interest and other amounts due on the Bonds and to make the other payments provided for herein.

Section 6.05 Special Facilities and Special Facility Obligations. The City shall be permitted to designate new or existing Airport Facilities as Special Facilities as permitted in this Section. The City may, from time to time, and subject to the terms and conditions of this Section, (a) designate a separately identifiable existing facility or improvement or planned facility or improvement as a “Special Facility,” (b) incur debt primarily for the purpose of acquiring, constructing, renovating or improving or providing financing or refinancing to a third party to acquire, construct, renovate or improve, such facility or improvement, without a pledge of any Net Revenues (except as otherwise provided in clause (c) of the succeeding paragraph), (c) provide that the contractual payments derived from or related to such Special Facility, together with other income and revenues available to the City from such Special Facility to the extent necessary to pay debt service on the Special Facility Obligations, to pay all costs of operating and maintaining such Special Facility not paid for by the operator thereof or by a party other than the City and to make all required sinking fund, reserve or other payments as the same become due, be “Special Facilities Revenue” and not included as Revenues or Net Revenues unless otherwise provided in any Supplemental Ordinance, and (d) provide that the debt so incurred shall be a “Special Facility Obligation.” Special Facility Obligations shall not be issued under this Master Bond Ordinance.

Special Facility Obligations shall be payable as to principal, redemption premium, if any, and interest solely from (a) Special Facilities Revenue, which shall include contractual payments derived by the City under and pursuant to a contract (which may be in the form of a lease) relating to a Special Facility by and between the City and another person, firm or corporation, either public or private, as shall undertake the operation of a Special Facility, (b) proceeds of such Special Facility Obligations set aside exclusively to pay debt service on such Special Facility Obligations, if any, and (c) such Net Revenues or other moneys not included in Net Revenues made available by the City through a specific pledge or otherwise and subject to any covenants or other provisions of this Master Bond Ordinance (including, but not limited to, Sections 5.02, 5.04, 5.05 and 6.03 hereof or such other ordinances, agreements or indentures of the City) to the payment of the principal of and interest on such Special Facility Obligation in such amounts and at such times as may be agreed to by the City, if any.

To the extent Special Facilities Revenue received by the City during any Fiscal Year shall exceed the amounts required to be paid as described in clause (c) of the first paragraph of this Section for such Fiscal Year, such excess Special Facilities Revenue, to the extent not otherwise encumbered or restricted, may constitute Revenues as determined by the City.

Notwithstanding any other provision of this Section, at such time as the Special Facility Obligations issued for an Special Facility including Special Facility Obligations issued to refinance Special Facility Obligations are fully paid or otherwise discharged, all revenues of the City from such facility shall be included as Revenues.

Section 6.06 Operation and Maintenance of Airport System. Subject to the transfer of any Airport Facilities pursuant to Section 6.10 hereof, the City will at all times maintain its Airport System in good condition and working order, will make all necessary repairs, renewals and replacements therein, and will operate the same in an efficient and economical manner, at reasonable cost and in accordance with sound business principles. The City, in operating and maintaining its Airport System, will comply with all contractual provisions and agreements entered into by it and with all valid rules, regulations, directions or orders of any governmental, executive, administrative or judicial body promulgating the same. Nothing herein contained shall limit or restrict the right of the City to execute leases covering parts of the Airports and Airport Facilities, and to require the tenants under said leases to maintain the premises or facilities leased to such tenants.

Section 6.07 Kansas City International Airport. Subject to the transfer of any Airport Facilities pursuant to Section 6.10 hereof, the City will continue to own, maintain and operate Kansas City International Airport as a public air terminal for the accommodation of scheduled airlines serving the City and the adjacent area so long as any of the Bonds remain Outstanding.

Section 6.08 Insurance; Application of Insurance Proceeds. The City will carry and maintain or cause to be carried and maintained in a responsible insurance company or companies fire insurance with extended coverage on the buildings and other property of an insurable nature constituting the general facilities of the Airports in such amount as is, in the judgment of the City, prudent and reasonable taking into account, but not being controlled by, the amount of insurance or self-insured programs provided by similar airports. In the event of loss or damage, the City will use the proceeds of such insurance to the extent necessary in repairing, reconstructing and replacing the property damaged or destroyed, or, if such reconstruction or replacement be unnecessary, either in whole or in part, then such proceeds not required for said purpose shall be paid into the Kansas City Airports Fund, and used and applied for the purposes of said Fund in the order and in accordance with the provisions of this Master Bond Ordinance. The City, in operating its Airports, will carry and maintain comprehensive liability and property damage insurance in such amounts as would normally be maintained by public bodies engaged in carrying on similar activities. The proceeds derived from any such insurance policies shall be used in paying the claims on account of which such proceeds were received. The cost of all insurance referred to in this paragraph shall be considered an operation and maintenance expense of the Airports. Notwithstanding any provision of this Section to the contrary, the City may meet the insurance requirements set forth in this Master Bond Ordinance through its then existing risk management plan.

Section 6.09 Accounts; Financial Reports. The City will operate its Airport System on the basis of the same Fiscal Year on which the City operates and will maintain and keep proper books, records and accounts (separate from all other records and accounts) in which complete and correct entries will be made of all dealings and transactions relating to the Airport System. Such records shall show the revenues received from the Airport System, the application of such revenues, and all financial transactions in connection therewith. The City will provide that an independent certified audit of the City’s books and records relating to the Airport System will be made annually by certified public accountants, experienced and qualified in municipal and governmental accounting. The annual financial report for the Airport System shall contain complete statements covering the results of the year’s operations and the financial status of all funds and accounts established to handle the revenues of the Airport System, including the Funds and Accounts referred to herein. Said statements shall bear the certificate of the firm of certified public accountants making the annual audit.

If such audit and report shall disclose that proper provision has not been made for all of the requirements contained in this Master Bond Ordinance, the City will proceed promptly to impose such rates, fees and charges for the use of the Airport Facilities as will adequately provide for such requirements.

A copy of each such audit report will be filed in the office of the Director of Aviation and will be open for public inspection, and a copy will be furnished those entities and in such manner as specified in the City’s Continuing Disclosure Undertaking as authorized by Section 6.15 hereof.

The Holder or Holders of not less than ten percent (10%) in aggregate principal amount of the Bonds at the time Outstanding, or their duly authorized representative, shall have the right at all reasonable times to inspect the Airports and the records, accounts and data relating thereto and to make copies of any such records, accounts or data.

Section 6.10 Transfer of Airport Facility or Airport Facilities. The City shall not, except as permitted below, transfer, sell or otherwise dispose of an Airport Facility or Airport Facilities. For purposes of this Section, any transfer of an asset over which the City retains substantial control in accordance with the terms of such transfer, shall not, for so long as the City has such control, be deemed a disposition of an Airport Facility or Airport Facilities.

The City may transfer, sell or otherwise dispose of Airport Facilities only if such transfer, sale or disposition complies with one or more of the following provisions:

(a)                the property being disposed of is inadequate, obsolete or worn out; or

(b)               the property proposed to be disposed of and all other Airport Facilities disposed of during the 12‑month period ending on the day of such transfer (but excluding property disposed of under (a) above), will not, in the aggregate, constitute a Significant Portion, the proceeds are deposited into the Kansas City Airports Fund to be used as described below and the City believes that such disposal will not prevent it from fulfilling its obligations under this Master Bond Ordinance; or

(c)                the City receives fair market value for the property, the proceeds are deposited in the Kansas City Airports Fund to be used as described below, and prior to the disposition of such property, the City receives a certificate of a Consultant to the effect that notwithstanding such disposition, but taking into account the use of such proceeds in accordance with the expectations of the City as evidenced by a certificate of an Authorized City Representative, the Consultant estimates that the City will be in compliance with Section 6.03(a) and (b) hereof during each of the first five (5) Fiscal Years immediately following such disposition.

Proceeds of the disposition of assets under paragraph (b) or (c) above shall be deposited into the Kansas City Airports Fund and used, within a reasonable period of time, not to exceed three years, to (i) provide additional revenue-producing Airport Facilities, (ii) redeem Bonds, (iii) create an escrow fund pledged to pay specified Bonds and thereby cause such Bonds to be deemed to be paid as provided in Article VIII hereof; or (iv) used for any other permitted Airport purpose.

Airport Facilities which were financed with the proceeds of obligations the interest on which is then excluded from gross income for federal income tax purposes shall not be disposed of, except under the terms of paragraph (a) above, unless the City has first received a written opinion of Bond Counsel to the effect that such disposition and the application of any disposition proceeds thereof will not cause the interest on such obligations to become includable in gross income for federal income tax purposes.

No such disposition shall be made which would cause the City to be in default of any other covenant contained in this Master Bond Ordinance.

The City reserves the right to transfer the Airport System as a whole to any political subdivision or authority or agency of one or more political subdivisions of the State to which may be delegated the legal authority to own and operate the Airport System, or any portion thereof, on behalf of the public, and which undertakes in writing, filed with the City, all of the City’s obligations under the Master Bond Ordinance, any Supplemental Ordinance relating to any Outstanding Bonds, any ordinance relating to any Outstanding Subordinate Obligations and all resolutions and ordinances supplemental thereto or adopted in connection therewith, provided that there shall be first filed with the City: (a) an opinion of Bond Counsel to the effect that such sale will not adversely affect the extent to which interest on any tax-exempt Bonds is excluded from gross income for federal income tax purposes; and (b) an opinion of a Consultant expressing the view that such transfer will not result in any diminution of Net Revenues to the extent that the transferee political subdivision, authority or agency will fail to be in compliance with Section 6.03(a) and (b) hereof following the transfer. In reaching this conclusion, the Consultant shall take into consideration such factors as such Consultant may deem significant, including any rate schedule adopted by the transferee political subdivision, authority or agency.

Nothing contained herein shall prevent the City from using property that has been part of the Airport Facilities for another lawful governmental purpose of the City, provided that such other use does not violate applicable FAA rules and regulations, and provided further that there is filed with the City an opinion of Bond Counsel to the effect that such other use will not adversely affect the extent to which interest on any tax-exempt Bonds is excluded from gross income for federal income tax purposes. In addition, if such property constitutes a Significant Portion, there shall be filed with the City an opinion of a Consultant expressing the view that such other use will not result in any diminution of Net Revenues to the extent that the City will fail to be in compliance with Section 6.03(a) and (b) hereof following such other use being made of the property.

Section 6.11 Completion of Specified Project; Substitution of Specified Project. The City will, upon the issuance of a Series of Bonds the proceeds of which are to be used for a Specified Project, proceed with due diligence to construct or acquire such Specified Project; provided, however, that the City may, if the conditions set forth in this Section are met, substitute another Project therefor and shall proceed with due diligence to construct or acquire such substituted Project. The City may determine not to proceed with any of the Specified Projects or may determine to substitute another Project or Projects for a Specified Project if, as a condition to discontinuing the acquisition or construction of a Specified Project or to the substitution of another Project or Projects therefor, the City (a) first, receives a certificate of a Consultant showing that after taking into account the discontinuation of such Specified Project or the substitution of Project or Projects therefor, the test set forth in Section 6.03(a) and (b) hereof would, nevertheless, be met and (b) second, if the Specified Project was financed with the proceeds of obligations the interest on which is then excluded from gross income for federal income tax purposes, causes there to be delivered an opinion of Bond Counsel to the effect that the substitution of one Project for another Project will not cause interest on the Series of Bonds with respect to which the Specified Project was to be financed to be included in gross income of the recipients thereof for federal income tax purposes. If the City determines not to proceed with a Specified Project and fails to receive the Consultant’s certificate and to undertake a substitute Project or Projects, then Bond proceeds which would have been used to acquire or construct such Specified Project shall be used to redeem Bonds, or used as otherwise provided in the Supplemental Ordinance pursuant to which they were issued.

Section 6.12 Covenants of City Binding on City and Successors. All covenants, stipulations, obligations and agreements of the City contained in this Master Bond Ordinance shall be deemed to be covenants, stipulations, obligations and agreements of the City to the full extent authorized or permitted by law. If the powers or duties of the City shall hereafter be transferred by amendment of the Charter or a new Charter or any provision of the Constitution or any other law of the State or in any other manner there shall be a successor to the City, and if such transfer shall relate to any matter or thing permitted or required to be done under this Master Bond Ordinance by the City, then the entity that shall succeed to such powers or duties of the City shall act and be obligated in the place and stead of the City as in this Master Bond Ordinance provided, and all such covenants, stipulations, obligations and agreements shall be binding upon the successor or successors thereof from time to time and upon any officer, board, body or City to whom or to which any power or duty affecting such covenants, stipulations, obligations and agreement shall be transferred by or in accordance with law.

Except as otherwise provided in this Master Bond Ordinance, all rights, powers and privileges conferred and duties and liabilities imposed upon the City by the provision of this Master Bond Ordinance shall be exercised or performed by the City or by such officers, board, body or City as may be permitted by law to exercise such powers or to perform such duties.

Section 6.13 Obligations Secured by Other Revenues. The City may, from time to time, incur indebtedness payable solely from certain revenues of the Airport System which do not constitute Revenues or Net Revenues at such times and upon such terms and conditions as the City shall determine, provided that such indebtedness shall specifically include a provision that payment of such indebtedness is neither secured by nor payable from Revenues or Net Revenues. The City may also, from time to time, incur indebtedness payable from and secured by both Net Revenues and certain revenues of the Airport System which do not constitute Revenues or Net Revenues at such times and upon such terms and conditions as the City shall determine, provided that the conditions set forth in this Master Bond Ordinance for the issuance of indebtedness payable from and secured by Net Revenues are met. Nothing contained herein is intended to preclude, or shall preclude, the City from issuing Subordinate Obligations and incurring indebtedness which is subordinate to the Bonds, as described in Article V hereof.

Section 6.14 Designation of Paying Agent and Bond Registrar. The Director of Finance shall designate the Paying Agent or Paying Agents for the payment of principal of and interest on the Bonds and bond registrar with respect to the registration, transfer and exchange of Bonds (in such capacity, the Bond Registrar).

The City will at all times maintain a Paying Agent for a Series of Bonds meeting the qualifications herein described for the performance of the duties hereunder. The City reserves the right to appoint a successor Paying Agent for a Series of Bonds by (1) giving notice to the bank or trust company then performing such function of the termination of such bank or trust company, (2) appointing a successor and (3) causing notice to be given by first class mail to each Bondowner of such Series of Bonds. No resignation or removal of the Paying Agent for a Series of Bonds shall become effective until a successor has been appointed and has accepted the duties of the Paying Agent.

Every Paying Agent appointed hereunder shall at all times be (1) a commercial banking association or corporation or trust company located in the State of Missouri organized and in good standing and doing business under the laws of the United States of America or of the State of Missouri and subject to supervision or examination by federal or state regulatory authority and (2) shall have a reported capital (exclusive of borrowed capital) plus surplus of not less than $100,000,000 or consideration may be given by the City to a bank not meeting this amount if the bank submits an acceptable form of guarantee for its financial obligations to the City. If such institution publishes reports of conditions at least annually pursuant to law or regulation, then for the purposes of this Section the capital and surplus of such institution shall be deemed to be its capital and surplus as set forth in its most recent report of condition so published.

Section 6.15 Authorization of Continuing Disclosure Undertaking. The City covenants and agrees to enter into a Continuing Disclosure Undertaking for the benefit of the Bondholders or similar undertaking, if necessary, intended to satisfy the ongoing disclosure requirements of Securities and Exchange Commission Rule 15c2-12. The Director of Finance is authorized to enter in a Continuing Disclosure Undertaking for each Series of Bonds substantially in the form on file with the office of the Director of Finance, with such changes therein as he or she deems necessary or desirable.

ARTICLE VII

DEFAULTS AND REMEDIES

Section 7.01 Events of Default. Each of the following events shall constitute and is referred to in this Master Bond Ordinance as an “Event of Default”:

(a)                a failure to pay the principal of or premium, if any, on any of the Bonds when the same shall become due and payable at maturity or upon redemption;

(b)               a failure to pay any installment of interest on any of the Bonds when such interest shall become due and payable;

(c)                except as otherwise provided in a Supplemental Ordinance, a failure to pay the purchase price of any Bond when such purchase price shall be due and payable upon an optional or mandatory tender date as provided in a Supplemental Ordinance;

(d)               a failure by the City to observe and perform any covenant, condition, agreement or provision (other than as specified in paragraphs (a), (b) and (c) of this Section) that are to be observed or performed by the City and which are contained in this Master Bond Ordinance or a Supplemental Ordinance, which failure, except for a violation under Section 6.03 hereof which shall be controlled by the provisions set forth therein, shall continue for a period of ninety (90) days after written notice specifying such failure and requiring it to be remedied shall have been given to the City by the owners of not less than, or a Credit Provider or Liquidity Provider securing not less than, 25% in aggregate Principal Amount of the Bonds then Outstanding; provided, however, if the failure stated in such notice can be corrected, but not within such 90-day period, the City shall have 180 days after such written notice to cure such default if corrective action is instituted by the City within such 90-day period and diligently pursued until the failure is corrected; or

(e)                the filing by the City of a petition or answer seeking reorganization or arrangement under the federal bankruptcy laws or any other applicable law of the United States of America, or if a court of competent jurisdiction shall approve a petition, filed with or without the consent of the City, seeking reorganization under the federal bankruptcy laws or any other applicable law of the United States of America, or if, under the provisions of any other law for the relief or aid of debtors, any court of competent jurisdiction shall assume custody or control of the City or of the whole or any substantial part of the Airport System; or

(f)                the occurrence of any other Event of Default as is provided in a Supplemental Ordinance.

Section 7.02 Remedies.

(a)                Upon the occurrence and continuance of any Event of Default, any owner of Bonds then Outstanding affected by the Event of Default or a duly authorized agent for such owner may proceed to protect and enforce its rights and the rights of the owners of Bonds by such of the following remedies as it shall deem most effectual to protect and enforce such rights:

(i)                 by mandamus, or other suit, action or proceeding at law or in equity, enforce all rights of the Bondholders, and require the City to carry out any agreements with or for the benefit of the Bondholders and to perform its or their duties under any law to which it is subject and the Bond Ordinance;

(ii)               bring suit upon the Bonds;

(iii)             commence an action or suit in equity to require the City to account as if it were the trustee of an express trust for the Bondholders;

(iv)             by action or suit in equity enjoin any acts or things which may be unlawful or in violation of the rights of the Bondholders; or

(v)               by pursuing any other available remedy at law or in equity or by statute.

In the enforcement of any remedy under the Bond Ordinance, owners of Bonds shall be entitled to sue for, enforce payment on, and receive any and all amounts then or during any default becoming, and at any time remaining, due from the City for Principal Amount, redemption premium, interest, or otherwise, under any provision of the Bond Ordinance or of the Bonds, and unpaid, with interest on overdue payments at the rate or rates of interest specified in such Bonds, together with any and all costs and expenses of collection and of all proceedings under the Bond Ordinance and under such Bonds, without prejudice to any other right or remedy of the owners of Bonds, and to recover and enforce a judgment or decree against the City for any portion of such amounts remaining unpaid, with interest, costs, and expenses, and to collect from any moneys available for such purpose, in any manner provided by law, the moneys adjudged or decreed to be payable.

(b)               Except with respect to the rights of a Credit Provider or a Liquidity Provider as provided in a Supplemental Ordinance or a written agreement between the City and a Credit Provider or a Liquidity Provider, in no event, upon the occurrence and continuation of an Event of Default described in Section 7.01 hereof, shall the Bondholders, a Credit Provider, a Liquidity Provider or any other party have the right to accelerate the payment of principal of and interest on the Bonds Outstanding.

Section 7.03 Remedies Cumulative. No remedy conferred upon or reserved to the Bondholders is intended to be exclusive of any other remedy or remedies, and each and every such remedy shall be cumulative and shall be in addition to every other remedy given under the Bond Ordinance or now or hereafter existing at law or in equity or by statute.

Section 7.04 Waiver of Default. No delay or omission of any Bondholder to exercise any right or power accruing upon any Event of Default shall impair any such right or power or shall be construed to be a waiver of any such Event of Default, or an acquiescence therein, and every power and remedy given by the Bond Ordinance to the Bondholders may be exercised from time to time and as often as may be deemed expedient.

Section 7.05 Application of Moneys After Default. If an Event of Default occurs and shall not have been remedied, the City, any Paying Agent, trustee or a receiver appointed for the purpose shall apply all Net Revenues as follows and in the following order of priority:

(a)                Expenses of Receiver and Paying Agent and Bond Registrar - to the payment of the reasonable and proper charges, expenses, and liabilities of any trustee, receiver and the Paying Agent and Bond Registrar under the Master Bond Ordinance;

(b)               Operation and Maintenance Expenses - to the payment of all reasonable and necessary Operation and Maintenance Expenses;

(c)                Principal Amount or Redemption Price and Interest Relating to Bonds - to the payment of the interest and Principal Amount or redemption price then due on the Bonds, as follows:

(i)                 Unless the Principal Amount of all the Bonds shall have become due and payable, all such moneys shall be applied as follows:

First: To the payment to the persons entitled thereto of all installments of interest then due on the Bonds, in the order of the maturity of such installments (with interest on defaulted installments of interest at the rate or rates borne by the Bonds with respect to which such interest is due, but only to the extent permitted by law), and, if the amount available shall not be sufficient to pay in full any particular installment, then to the payment ratably, according to the amounts due on such installment, to the persons entitled thereto, without any discrimination or preference. If some of the Bonds bear interest payable at different intervals, and if at any time moneys from the Reserve Fund must be used to pay any such interest, the moneys in the Reserve Fund shall be applied (to the extent necessary) to the payment of all interest becoming due on the dates upon which such interest is payable to and including the next Interest Payment Date. After such date, moneys in the Reserve Fund plus any other moneys available in the Debt Service Funds shall be set aside for the payment of interest on Bonds of each class (a class consisting of all Bonds payable as to interest on the same dates) pro rata among Bonds of the various classes on a daily basis so that there shall accrue to each owner of a Bond throughout each Fiscal Year the same proportion of the total interest payable to such owner of a Bond as shall so accrue to every other owner of a Bond during such Fiscal Year. As to any Capital Appreciation Bond which is a Bond, such interest shall accrue on the Accreted Value of such Bond and be set aside on a daily basis until the next compounding date for such Bonds, whereupon it shall be paid to the owner of such Bond as interest on a defaulted obligation and only the unpaid portion of such interest (if any) shall be treated as Principal Amount of such Bond.

Second: To the payment to the persons entitled thereto of the unpaid Principal Amount of any of the Bonds which shall have become due at maturity or upon mandatory redemption prior to maturity (other than Bonds called for redemption for the payment of which moneys are held pursuant to the provisions of Article VIII), in the order of their due dates, with interest upon such Bonds from the respective dates upon which they became due, and, if the amount available shall not be sufficient to pay in full Bonds due on any particular date, together with such interest, then to the payment first of such interest, ratably according to the amount of such interest due on such date, and then to the payment of such Principal Amount, ratably according to the amount of such Principal Amount due on such date, to the persons entitled thereto without any discrimination or preference. If some of the Bonds mature (including mandatory redemption prior to maturity as a maturity) upon different dates, and if at any time moneys from the Reserve Fund must be used to pay any such Principal Amount becoming due, the moneys in the Reserve Fund not required to pay interest under paragraph First above shall be applied (to the extent necessary) to the payment of all Principal Amount becoming due on the dates upon which such Principal Amount is payable to and including the final annual principal maturity date. After such date, moneys in the Reserve Fund not required to pay interest plus any other moneys available in the Debt Service Funds shall be set aside for the payment of Principal Amount of Bonds of each class (a class consisting of all Bonds payable as to Principal Amount on the same date) pro rata among Bonds of the various classes which mature or must be redeemed pursuant to mandatory redemption prior to maturity throughout each Fiscal Year in such proportion of the total Principal Amount payable on each such Bond as shall be equal among all classes of Bonds maturing or subject to mandatory redemption within such Fiscal Year. The Accreted Value of a Capital Appreciation Bond which is a Bond (except for interest which shall have been paid under paragraph First above) shall be treated as Principal Amount for purposes of this paragraph Second.

Third: To the payment of the redemption premium on and the Principal Amount of any Bonds called for optional redemption pursuant to their terms.

(ii)               If the Principal Amount of all the Bonds shall have become due and payable, all such moneys shall be applied to the payment of the Principal Amount and interest then due and unpaid upon the Bonds, with interest thereon as aforesaid, without preference or priority of Principal Amount over interest or of any installment of interest over any other installment of interest, or of any Bond over any other Bonds, ratably, according to the amounts due respectively for Principal Amount and interest, to the persons entitled thereto without any discrimination or preference.

Section 7.06 Rights of Credit Provider or Liquidity Provider. Except as otherwise provided in a Supplemental Ordinance and/or in a written agreement with a Credit Provider or Liquidity Provider, notwithstanding any other provision of the Bond Ordinance, in the event that the City shall draw under a Credit Facility any amount for the payment of Principal Amount of or interest on any Bonds, then upon such payment the related Credit Provider or Liquidity Provider shall succeed to and become subrogated to the rights of the recipients of such payments and such Principal Amount or interest shall be deemed to continue to be unpaid and Outstanding for all purposes and shall continue to be fully secured by the Bond Ordinance until the Credit Provider or Liquidity Provider, as successor and subrogee, has been paid all amounts owing in respect of such subrogated payments of Principal Amount and interest.

Section 7.07 No Impairment of Right To Enforce Payment. Notwithstanding any other provision in this Master Bond Ordinance, the right of any Bondholder to receive payment of the principal of and interest and other amounts due on such Bond or the purchase price thereof, on or after the respective due dates expressed therein and to the extent of the pledge of Net Revenues and other security provided for the Bonds, or to institute suit for the enforcement of any such payment on or after such respective date, shall not be impaired or affected without the consent of such Bondholder.

Section 7.08 Severability of Remedies. It is the purpose and intention of this Article to provide rights and remedies to the Bondholders, which may be lawfully granted under the provisions of this Master Bond Ordinance or any applicable law, but should any right or remedy herein granted be held to be unlawful, the Bondholders shall be entitled, as above set forth, to every other right and remedy provided in this Master Bond Ordinance or by applicable law.

Section 7.09 Additional Events of Default and Remedies. So long as any particular Series of Bonds is Outstanding, the Events of Default and remedies as set forth in this Article may be supplemented with additional Events of Default and remedies as set forth in a Supplemental Ordinance under which such Series of Bonds is issued.

Section 7.10 No Obligation to Levy Taxes. Nothing contained in the Master Bond Ordinance or any Supplemental Ordinance shall be construed as imposing on the City any duty or obligation to levy any taxes either to meet any obligation incurred herein or to pay the principal of or interest on the Bonds.

ARTICLE VIII

DEFEASANCE

Section 8.01 Defeasance. Bonds or portions thereof (such portions to be in integral multiples of the authorized denomination) which have been paid in full or which are deemed to have been paid in full shall no longer be secured by or entitled to the benefits of this Master Bond Ordinance except for the purposes of payment from moneys, or Federal Securities held by a Paying Agent or other bank or trust company located in the State of Missouri and having full trust powers, for such purpose.

A Bond shall be deemed to be paid within the meaning of this Article and for all purposes of this Master Bond Ordinance when payment of the principal, interest and premium or other amounts, if any, either (a) shall have been made or caused to be made in accordance with the terms of the Bonds and this Master Bond Ordinance or (b) shall have been provided for by irrevocably depositing with the Paying Agent or other bank or trust company in trust and setting aside exclusively for such payment, (i) moneys sufficient to make such payment and/or (ii) noncallable Federal Securities maturing as to principal and interest in such amounts and at such times as will insure the availability of sufficient moneys to make such payment, provided, as to any deposit of such Federal Securities, that the Paying Agent or other bank or trust company shall have received a verification report prepared by independent certified public accountants, or other verification agent, satisfactory to the Paying Agent or other bank or trust company and the City, to the effect that the payment of the principal of and redemption premium, if any, and interest on such Bonds has been provided for in the manner set forth in this Master Bond Ordinance At such times as Bonds shall be deemed to be paid hereunder, such Bonds shall no longer be secured by or entitled to the benefits of this Master Bond Ordinance, except for the purposes of payment from such moneys or Federal Securities.

Any deposit made under clause (b) of the foregoing paragraph shall be deemed a payment of such Bonds. Notice of redemption shall be required at the time of such defeasance or prior to such date as may be required by the Supplemental Ordinance under which such Bonds were issued. The City may at any time, prior to issuing such notice of redemption as may be required by the Supplemental Ordinance under which such Bonds were issued, modify or otherwise change the scheduled date for the redemption or payment of any Bond deemed to be paid under the terms of the foregoing paragraph in accordance with the terms of the Bonds or this Master Bond Ordinance subject to (A) receipt of an approving opinion of nationally recognized Bond Counsel that such action will not adversely affect the tax-exemption of any Bond or Bonds then Outstanding and (B) receipt of an approving opinion of a nationally recognized accounting firm that there are sufficient moneys and/or Federal Securities to provide for the payment of such Bonds. Notwithstanding anything in this Article to the contrary, monies from the trust or escrow established for the defeasance of Bonds may be withdrawn and delivered to the City so long as the requirements of clauses (A) and (B) above are met prior to or concurrently with any such withdrawal.

In connection with the redemption or defeasance, or partial redemption or defeasance of Bonds, the City may permit, or cause to be assigned to Bonds of a single maturity, multiple CUSIP numbers.

The City may at any time surrender to the Bond Registrar for cancellation by it any Bonds previously authenticated and delivered under the Master Bond Ordinance which the City may have acquired in any manner whatsoever. All such Bonds, upon such surrender and cancellation, shall be deemed to be paid and retired.

ARTICLE IX

MODIFICATION OF THIS MASTER BOND ORDINANCE

Section 9.01 Limitations. This Master Bond Ordinance shall not be modified or amended in any respect subsequent to the first delivery of fully executed and authenticated Bonds except as provided in and in accordance with and subject to the provisions of this Article.

Section 9.02 Supplemental Ordinances Not Requiring Consent of Bondholders. The City may, from time to time and at any time, without the consent of or notice to the Bondholders, execute and deliver Supplemental Ordinances supplementing and/or amending this Master Bond Ordinance or any Supplemental Ordinance as follows:

(a)                to provide for the issuance of a Series or multiple Series of Bonds and to set forth the terms of such Bonds and the special provisions which shall apply to such Bonds;

(b)               to cure any formal defect, omission, inconsistency or ambiguity in, or answer any questions arising under, this Master Bond Ordinance or any Supplemental Ordinance, provided such supplement or amendment is not materially adverse to the Bondholders;

(c)                to add to the covenants and agreements of the City in this Master Bond Ordinance or any Supplemental Ordinance other covenants and agreements, or to surrender any right or power reserved or conferred upon the City, provided such supplement or amendment shall not adversely affect the interests of the Bondholders;

(d)               to subject to the lien and pledge of this Master Bond Ordinance additional revenues, receipts, properties, or other collateral;

(e)                to evidence any change made in the terms of any Series of Bonds if such changes are authorized by the Supplemental Ordinance at the time the Series of Bonds is issued and such change is made in accordance with the terms of such Supplemental Ordinance;

(f)                to comply with the requirements of the Trust Indenture Act of 1939, as amended from time to time;

(g)                to provide for uncertificated Bonds or for the issuance of coupons and bearer Bonds or Bonds registered only as to principal;

(h)               to qualify the Bonds or a Series of Bonds for a rating or ratings from a Rating Agency;

(i)                 to accommodate the technical, operational and structural features of Bonds which are issued or are proposed to be issued or of a Program which has been authorized or is proposed to be authorized, including, but not limited to, changes needed to accommodate commercial paper, auction bonds, swaps, variable rate or adjustable rate bonds, discounted or compound interest bonds or other forms of indebtedness which the City from time to time deems appropriate to incur;

(j)                 to accommodate the use of a Credit Facility or Liquidity Facility for specific Bonds or a specific Series of Bonds;

(k)               to comply with the requirements of the Code as are necessary, in the opinion of Bond Counsel, to prevent the federal income taxation of the interest on the Bonds, including, without limitation, the segregation of Revenues and Net Revenues into different funds; and

(l)                 to modify, alter, amend or supplement this Master Bond Ordinance or any Supplemental Ordinance in any other respect which is not materially adverse to the Bondholders.

Before the City shall, pursuant to this Section, execute any Supplemental Ordinance, there shall have been delivered to the City an opinion of Bond Counsel to the effect that such Supplemental Ordinance: (y) is authorized or permitted by this Master Bond Ordinance and any applicable law, complies with their respective terms, will, upon the execution and delivery thereof, be valid and binding upon the City in accordance with its terms and (z) will not cause interest on any of the Bonds which is then excluded from gross income of the recipient thereof for federal income tax purposes to be included in gross income for federal income tax purposes. The opinion of Bond Counsel required pursuant to clause (z) in the preceding sentence shall not be required for a Supplemental Ordinance executed and delivered in accordance with Section 9.02(a) hereof.

Section 9.03 Supplemental Ordinance Requiring Consent of Bondholders.

(a)                Except for any Supplemental Ordinance entered into pursuant to Section 9.02 hereof and any Supplemental Ordinance entered into pursuant to paragraph (b) below, subject to the terms and provisions contained in this Section and Article X hereof and not otherwise, the holders of not less than 51% in aggregate Principal Amount of the Bonds then Outstanding shall have the right from time to time to consent to and approve the execution by the City of any Supplemental Ordinance deemed necessary or desirable by the City for the purposes of modifying, altering, amending, supplementing or rescinding any of the terms or provisions contained in this Master Bond Ordinance or in a Supplemental Ordinance; provided, however, that, unless approved in writing by the holders of all the Bonds then Outstanding or unless such change affects less than all Series of Bonds and paragraph (b) below is applicable, nothing herein contained shall permit, or be construed as permitting, (i) a change in the scheduled times, amounts or currency of payment of the principal of or interest on any Outstanding Bonds or (ii) a reduction in the principal amount or redemption price of any Outstanding Bonds or the rate of interest thereon; and provided that nothing herein contained, including the provisions of paragraph (b) below, shall, unless approved in writing by the holders of all the Bonds then Outstanding, permit or be construed as permitting (iii) the creation of a lien (except as expressly permitted by this Master Bond Ordinance) upon or pledge of the Net Revenues created by this Master Bond Ordinance, ranking prior to or on a parity with the claim created by this Master Bond Ordinance, (iv) except with respect to additional security which may be provided for a particular Series of Bonds, a preference or priority of any Bond or Bonds over any other Bond or Bonds with respect to the security granted therefor under the Granting Clauses hereof, or (v) a reduction in the aggregate Principal Amount of Bonds the consent of the Bondholders of which is required for any such Supplemental Ordinance. Nothing herein contained, however, shall be construed as making necessary the approval by Bondholders of the execution of any Supplemental Ordinance as authorized in Section 9.02 hereof, including the granting, for the benefit of particular Series of Bonds, security in addition to the pledge of the Net Revenues.

(b)               The City may, from time to time and at any time, execute a Supplemental Ordinance which amends the provisions of an earlier Supplemental Ordinance under which a Series or multiple Series of Bonds were issued. If such Supplemental Ordinance is executed for one of the purposes set forth in Section 9.02 hereof, no notice to or consent of the Bondholders shall be required. If such Supplemental Ordinance contains provisions which affect the rights and interests of less than all Series of Bonds Outstanding and Section 9.02 hereof is not applicable, then this paragraph (b) rather than paragraph (a) above shall control and, subject to the terms and provisions contained in this paragraph (b) and Article X hereof and not otherwise, the holders of not less than 51% in aggregate Principal Amount of the Bonds of all Series which are affected by such changes shall have the right from time to time to consent to any Supplemental Ordinance deemed necessary or desirable by the City for the purposes of modifying, altering, amending, supplementing or rescinding any of the terms or provisions contained in such Supplemental Ordinance and affecting only the Bonds of such Series; provided, however, that, unless approved in writing by the holders of all the Bonds of all the affected Series then Outstanding, nothing herein contained shall permit, or be construed as permitting, (i) a change in the scheduled times, amounts or currency of payment of the principal of or interest on any Outstanding Bonds of such Series or (ii) a reduction in the principal amount or redemption price of any Outstanding Bonds of such Series or the rate of interest thereon. Nothing herein contained, however, shall be construed as making necessary the approval by Bondholders of the adoption of any Supplemental Ordinance as authorized in Section 9.02 hereof, including the granting, for the benefit of particular Series of Bonds, security in addition to the pledge of the Net Revenues.

(c)                If at any time the City shall desire to enter into any Supplemental Ordinance for any of the purposes of this Section, the City shall cause notice of the proposed execution of the Supplemental Ordinance to be given by Mail to all Bondholders or, under paragraph (b) above, all Bondholders of the affected Series. Such notice shall briefly set forth the nature of the proposed Supplemental Ordinance and shall state that a copy thereof is on file at the office of the City for inspection by all Bondholders and it shall not be required that the Bondholders approve the final form of such Supplemental Ordinance but it shall be sufficient if such Bondholders approve the substance thereof.

(d)               The City may execute and deliver such Supplemental Ordinance in substantially the form described in such notice, but only if there shall have first been delivered to the City (i) the required consents, in writing, of Bondholders and (ii) the opinion of Bond Counsel required by the last paragraph of Section 9.02 hereof.

(e)                If Bondholders of not less than the percentage of Bonds required by this Section shall have consented to and approved the execution and delivery thereof as herein provided, no Bondholders shall have any right to object to the adoption of such Supplemental Ordinance, or to object to any of the terms and provisions contained therein or the operation thereof, or in any manner to question the propriety of the execution and delivery thereof, or to enjoin or restrain the City from executing the same or from taking any action pursuant to the provisions thereof.

(f)                Notwithstanding paragraphs (c) through (e) above, the City may, at its discretion, execute and deliver such Supplemental Ordinance which contains such modifications, alterations, amendments or supplements prior to receipt of the required consents in writing, of the Holders; provided, that such Supplemental Ordinance or the applicable provisions of such Supplemental Ordinance subject to the consents of the Holders shall not become effective until such time as there has been delivered to the City (i) the required consents, in writing, of Holders and (ii) the opinion of Bond Counsel required by the last paragraph of Section 9.02 hereof. In the event the City decides to execute and deliver a Supplemental Ordinance in accordance with this paragraph (f), the notice required in paragraph (c) above shall make reference to a final and executed Supplemental Ordinance as opposed to a proposed Supplemental Ordinance.

(g)                For the purposes of this Article IX, the purchasers of the Bonds of a Series, whether purchasing as underwriters, for resale or otherwise, upon such purchase, may approve a Supplemental Ordinance and may consent to a modification or amendment of this Master Bond Ordinance or any Supplemental Ordinance and other modifications permitted by this Section 9.03 in the manner provided herein, except that no proof of ownership shall be required, and with the same effect as a consent given by the Holder of such Bonds; provided, however, that, if such consent is given by a purchaser who is purchasing as an underwriter or for resale, the nature of the modification or amendment and the provisions for the purchaser consenting thereto shall be described in the official statement, prospectus, offering memorandum or other offering document prepared in connection with the primary offering of the Bonds of such Series by the City.

Section 9.04 Effect of Supplemental Ordinance. Upon execution and delivery of any Supplemental Ordinance pursuant to the provisions of this Article, this Master Bond Ordinance or the Supplemental Ordinance shall be, and shall be deemed to be, modified and amended in accordance therewith, and the respective rights, duties and obligations under this Master Bond Ordinance and the Supplemental Ordinance of the City, the Paying Agent, the Bond Registrar and all Bondholders shall thereafter be determined, exercised and enforced under this Master Bond Ordinance and the Supplemental Ordinance, if applicable, subject in all respects to such modifications and amendments.

No Supplemental Ordinance shall modify the duties, rights or obligations of the Paying Agent or Bond Registrar without the consent of such party thereto.

Section 9.05 Supplemental Ordinances To Be Part of This Master Bond Ordinance. Any Supplemental Ordinance entered into accordance with the provisions of this Article shall thereafter form a part of this Master Bond Ordinance or the Supplemental Ordinance which they supplement or amend, and all of the terms and conditions contained in any such Supplemental Ordinance as to any provision authorized to be contained therein shall be and shall be deemed to be part of the terms and conditions of this Master Bond Ordinance or the Supplemental Ordinance which they supplement or amend for any and all purposes.

ARTICLE X

CREDIT PROVIDERS

Section 10.01 Credit Providers. If a Credit Facility is provided for a Series of Bonds or for specific Bonds, the City may in the Supplemental Ordinance under which such Bonds are issued, provide any or all of the following rights to the Credit Provider as the City shall deem to be appropriate:

(a)                the right to make requests of, direct or consent to the actions of the City or to otherwise direct proceedings all as provided in Article VII hereof to the same extent and in place of the Owners of the Bonds which are secured by the Credit Facility and for such purposes the Credit Provider shall be deemed to be the Holder of such Bonds; and

(b)               the right to consent to Supplemental Ordinances to the same extent and in place of the Holders of the Bonds, which require the consent of the Holders of not less than 51% of the aggregate Principal Amount of the Bonds, entered into pursuant to Section 9.03 hereof, except with respect to any amendments described in Sections 9.03(a)(i) through (v) and 9.03(b)(i) or (ii) hereof which consent of the actual Holders shall still be required, of this Master Bond Ordinance to the same extent and in place of the Holders of the Bonds which are secured by the Credit Facility and for such purposes the Credit Provider shall be deemed to be the Holder of such Bonds.

The rights granted to any such Credit Provider, with respect to the provisions of Article VII hereof shall be disregarded and be of no effect if the Credit Provider is in default of its payment obligations under its Credit Facility.

ARTICLE XI

MISCELLANEOUS PROVISIONS

Section 11.01 Severability. In case any one or more of the provisions of this Master Bond Ordinance, or of any Bonds issued hereunder shall, for any reason, be held to be illegal or invalid, such illegality or invalidity shall not affect any other provisions of this Master Bond Ordinance or of Bonds, and this Master Bond Ordinance and any Bonds issued hereunder shall be construed and enforced as if such illegal or invalid provisions had not been contained herein or therein. In case any covenant, stipulation, obligation, or agreement contained in the Bonds or in this Master Bond Ordinance shall for any reason be held to be unenforceable or in violation of law, then such covenant, stipulation, obligation, or agreement shall be deemed to be the covenant, stipulation, obligation, or agreement of the City to the full extent that the power to incur such obligation or to make such covenant, stipulation, or agreement shall have been conferred on the City by law.

Section 11.02 Requests of City. Whenever any action is to be taken by the Paying Agent at the request of the City under the Bond Ordinance, if no other means of authenticating such request is required, such request shall be evidenced by a written instrument signed by the Director of Finance and City Clerk or by such other City official or employee (one or more) as may from time to time be designated in writing by the Director of Finance and City Clerk. A duly certified copy of such designation must be filed with the Paying Agent.

Section 11.03 Payments Due on Saturdays, Sundays, etc. Whenever a date upon which a payment is to be made under the Bond Ordinance falls on a date which is not a Business Day, such payment may be made on the next succeeding Business Day without interest for the intervening period.

Section 11.04 Governing Law. The Bond Ordinance shall be governed by and construed and enforced in accordance with the laws of the State and the Charter.

Section 11.05 Repeal of Conflicting Ordinances and Resolutions. Any and all ordinances and resolutions, or parts of ordinances or resolutions, if any, in conflict with the Bond Ordinance are hereby repealed.

Section 11.06 No Personal Liability of City Members and Officials; Limited Liability of City to Bondholders. No covenant or agreement contained in the Bonds or in this Master Bond Ordinance shall be deemed to be the covenant or agreement of any present or future City member, official, officer, agent or employee of the City, in their individual capacity, and neither the members of the City, the officers and employees of the City, nor any person executing the Bonds shall be liable personally on the Bonds or be subject to any personal liability or accountability by reason of the issuance thereof.

Section 11.07 Execution of Instruments; Proof of Ownership. Any request, direction, consent or other instrument in writing required or permitted by this Master Bond Ordinance to be signed or executed by Bondholders or on their behalf by an attorney‑in‑fact may be in any number of concurrent instruments of similar tenor and may be signed or executed by such Bondholders in person or by an agent or attorney‑in‑fact appointed by an instrument in writing or as provided in the Bonds. Proof of the execution of any such instrument and of the ownership of Bonds shall be sufficient for any purpose of this Master Bond Ordinance and shall be conclusive in favor of the Bond Registrar with regard to any action taken by it under such instrument if made in the following manner:

(a)                The fact and date of the execution by any person of any such instrument may be proved by the certificate of any officer in any jurisdiction who, by the laws thereof, has power to take acknowledgments within such jurisdiction, to the effect that the person signing such instrument acknowledged before him the execution thereof, or by an affidavit of a witness to such execution.

(b)               The ownership of Bonds shall be proved by the registration books kept under the provisions of Section 2.04 hereof.

Nothing contained in this Section shall be construed as limiting the Bond Registrar to such proof. The Bond Registrar may accept any other evidence of matters herein stated which it may deem sufficient. Any request, consent of, or assignment by any Bondholder shall bind every future Bondholder of the same Bonds or any Bonds issued in lieu thereof in respect of anything done by the Bond Registrar or the City in pursuance of such request or consent.

Section 11.08 Electronic Storage. The City agrees that the transaction described herein may be conducted and related documents may be stored by electronic means.

Section 11.09 Effective Date. This Master Bond Ordinance shall take effect and be in full force ten (10) days after its passage.

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Approved as to form and legality:

 

 

_______________________________

Sarah Baxter

Assistant City Attorney