ORDINANCE NO. 031211

Authorizing the issuance of Taxable Industrial Revenue Bonds (AmerisourceBergen Corporation project) Series 2003E, in an amount not to exceed $40,000,000.00, for the purpose of acquiring, improving, equipping and constructing an office and distribution center in the City and authorizing the City to accept a deed for real property and a bill of sale for personal property financed with the bond proceeds, to lease the real and personal property to Amerisourcebergen Corporation and its designee; to direct the City Clerk to file appropriate statements with the appropriate county office and Secretary of State, to enter into certain documents related to the sale and lease, and to take certain actions in connection therewith

WHEREAS, the City of Kansas City, Missouri, a constitutional charter city and municipal corporation of the State of Missouri (the City) is authorized pursuant to the provisions of Article VI, Section 27 of the Missouri Constitution, as amended, and Sections 100.010 to 100.15, inclusive, of the Revised Statutes of Missouri, as amended, and the City of Kansas City Charter (collectively, the Act), to issue its revenue bonds for the carrying out of a project under the Act, such revenue bonds to be paid solely from revenue received from such project, and to enter into a lease of the facilities financed with the proceeds of such revenue bonds with any person, firm or corporation; and

WHEREAS, the City has approved a plan for an industrial development project in the City for AmerisourceBergen Corporation, a Delaware corporation, or its designee (the Company), consisting of the acquisition, construction, improvement and equipping of an office and distribution center including land, buildings, structures, equipment, fixtures and improvements (the Project) to be leased to the Company; and

WHEREAS, the City has heretofore and does hereby find and determine that it is desirable for the economic development of the City and within the public purposes of the Act that the City issue its Taxable Industrial Revenue Bonds (AmerisourceBergen Corporation Project) Series 2003E, in an aggregate principal amount not to exceed $40,000,000.00 (the Bonds), for the purpose of paying the costs of the Project, as more fully described in the Indenture and in the Lease Agreements hereinafter authorized, which Project shall be leased by the City to the Company; and

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

BE IT ORDAINED BY THE COUNCIL OF KANSAS CITY:

Section 1. The Mayor, Director of Finance and other City officials as required are hereby authorized to provide for the acquisition, construction and improvement of the Project, all in the manner and as more particularly described in the Indenture and the Lease Agreements hereinafter authorized. The City is hereby authorized to accept a deed for real property and a bill of sale for personal property financed with the bond proceeds, and directs the City Clerk to file or cause to be

filed appropriate statements with the appropriate county office and the Secretary of State to evidence such ownership.

Section 2. The Mayor, Director of Finance and other City officials as required are hereby authorized to issue and sell the City's Taxable Industrial Revenue Bonds (AmerisourceBergen Corporation Project) Series 2003E, in two series consisting of its Taxable Industrial Revenue Bonds, Series 2003E-1 (Real Property Series) and its Taxable Industrial Revenue Bonds, Series 2003E-2 (Personal Property Series), in an aggregate principal amount not to exceed $40,000,000.00, for the purpose of providing funds to pay the costs of the Project. The Bonds shall be issued and secured pursuant to the herein authorized Indenture and shall bear such date, shall mature at such time, shall be in such denominations, shall bear interest at such rates, shall be in such form, shall be subject to redemption and other terms and conditions, and shall be issued in such manner, subject to such provisions, covenants and agreements, as are set forth in the Indenture. The Bonds shall be originally issued in the maximum principal amount of $20,000,000.00 for the Series 2003E-1 Bond and $20,000,000.00 maximum principal amount for the Series 2003E-2 Bond, provided, however, that these amounts may be reallocated between the two series as more fully described in the Indenture so long as such reallocation does not exceed more than 20% of the original amount for each series and the combined total of the two series shall not exceed $40,000,000.00. The Director of Finance is hereby authorized to execute any amendments to the City documents authorized in Section 3 required to effect such allocation. The Bonds and the interest thereon shall be limited obligations of the City payable solely out of the payments, revenues and receipts derived by the City from the Lease Agreements described below, and such payments, revenues and receipts shall be pledged and assigned to the Trustee named below as security for the payment of the Bonds as provided in the Indenture.

Section 3. The Mayor, Director of Finance and other City officials as required are hereby authorized to enter into the following documents (the City Documents), in substantially the forms presented to and reviewed by the City Council (copies of which documents shall be filed in the official records of the City), with such changes therein as shall be approved by the officials of the City executing such documents, such officials' signatures thereon being conclusive evidence of their approval thereof:

(a) Trust Indenture dated as of date set forth therein (the Indenture), between the City and Wells Fargo Bank, N.A., as trustee (the Trustee), pursuant to which the Bonds shall be issued and the City shall pledge the Project and assign the payments, revenues and receipts received pursuant to the Lease Agreement to the Trustee for the benefit and security of the owners of the Bonds upon the terms and conditions as set forth in such form of Indenture.

(b) Lease Agreement dated as of the date set forth therein (the Real Property Lease), between the City and Industrial Developments International, Inc. (IDI), a Delaware corporation, the designee of AmerisourceBergen Corporation (Amerisource), and a Lease Agreement dated as of the date set forth therein (the Personal Property Lease), between the City and Amerisource. (collectively the Real Property Lease and the Personal Property Lease are referred to herein as the Lease Agreements.) Under the Lease Agreements the City will acquire the Project and lease the Project to IDI and Amerisource pursuant to the terms and conditions in the Lease Agreements, in consideration of rental payments by IDI and Amerisource which will be sufficient to pay the principal of, premium, if any, and interest on the Bonds.

(c) Bond Purchase Agreements dated as of the date set forth therein (the Bond Purchase Agreements), between the City and the purchaser of each series of the Bonds.

(d) PILOT and Indemnity Agreement dated as of the date set forth therein between the City and Amerisource.

Section 4. The Bonds and the interest thereon shall be special obligations of the City payable solely out of the rents, revenues and receipts derived by the City from the Project and not from any other fund or source of the City, including the rents payable under the Lease Agreements, and such rents, revenues and receipts shall be pledged and assigned to the Trustee as security for the payment of the Bonds as provided in the Indenture. The Bonds and the interest thereon shall not constitute general obligations of the City or the State of Missouri, and neither said City nor said State shall be liable thereon, and the Bonds shall not constitute an indebtedness within the meaning of any constitutional or statutory debt limitation or restriction and are not payable in any manner by taxation.

Section 5. The City is hereby authorized to establish with the Trustee pursuant to the Indenture, a special trust fund in the name of the City to be designated the City of Kansas City, Missouri, Taxable Industrial Revenue Bond Fund - AmerisourceBergen Corporation Project, and the City shall cause all sums required by the Indenture to be deposited therein and shall create all accounts therein required by the Indenture.

Section 6. The Mayor of the City is hereby authorized and directed to execute the Bonds and to deliver the Bonds to the Trustee for authentication for and on behalf of and as the act and deed of the City in the manner provided in the Indenture. The Director of Finance of the City is hereby authorized and directed to execute the City Documents and such other documents, certificates and instruments as may be necessary or desirable to carry out and comply with the intent of this Ordinance, for and on behalf of and as the act and deed of the City. The City Clerk of the City is hereby authorized and directed to attest to and affix the seal of the City to the Bonds and the City Documents and such other documents, certificates and instruments as may be necessary or desirable to carry out and comply with the intent of this Ordinance.

Section 7. The City hereby approves the selection of the Hardwick Law Firm LLC and McDowell Rice Smith & Gaar, a professional corporation, as co-bond counsel for the Bonds and approves and ratifies all contracts in connection with such selection.

Section 8. The Mayor, Director of Finance and other officials, agents and employees of the City as required are hereby authorized and directed to take such further action, and execute such other documents, certificates and instruments as may be necessary or desirable to carry out and comply with the intent of this Ordinance and to carry out, comply with and perform the duties of the City with respect to the Bonds and the City Documents.

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Approved as to form and legality:

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Heather A. Brown

Assistant City Attorney