Ward Parkway Cente

NEW ISSUE NOT RATED Book–Entry Only In the opinion of King Hershey, PC, Kansas City, Missouri, Bond Counsel, under existing law and assuming continued compliance with certain requirements of the Internal Revenue Code of 1986, as amended (the “Code”), the interest on the Series 2011 Bonds (including original issue discount properly allocable to an owner thereof) is excludable from gross income for federal income tax purposes and is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations. Interest on the Series 2011 Bonds is exempt from income taxation by the State of Missouri. Bond Counsel expresses no opinion regarding other federal, state or local tax consequences arising with respect to the acquisition or ownership of the Series 2011 Bonds. The Series 2011 Bonds have not been designated as “qualified tax-exempt obligations” within the meaning of Section 265(b)(3) of the Code. Potential purchasers are encouraged to consult independent tax advisors with respect to an investment in the Series 2011 Bonds. See the section herein captioned “TAX MATTERS.” $9,740,000 THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF KANSAS CITY, MISSOURI SALES TAX REVENUE BONDS (WARD PARKWAY CENTER COMMUNITY IMPROVEMENT DISTRICT PROJECT) SERIES 2011 Dated: Date of Delivery Due: October 1, as shown below The Series 2011 Bonds are issuable only as fully-registered bonds, without coupons, and, when issued, will be registered in the name of Cede & Co., as registered owner and nominee for The Depository Trust Company (“DTC”), New York, New York. DTC will act as securities depository for the Series 2011 Bonds. Purchases of the Series 2011 Bonds will be made in book–entry form, in the denomination of $5,000 or any integral multiple thereof. Purchasers will not receive certificates representing their interests in Series 2011 Bonds purchased. So long as Cede & Co. is the registered owner of the Series 2011 Bonds, as nominee of DTC, references herein to the Owners or Registered Owners shall mean Cede & Co., as aforesaid, and shall not mean the Beneficial Owners (herein defined) of the Series 2011 Bonds. So long as DTC or its nominee, Cede & Co., is the Owner, such payments will be made directly to such Owner. DTC is expected, in turn, to remit such principal and interest to the Direct Participants (herein defined) for subsequent disbursement to the Beneficial Owners. Interest on the Series 2011 Bonds will be payable semiannually on each April 1 and October 1, beginning April 1, 2012. The Series 2011 Bonds are being issued by The Industrial Development Authority of the City of Kansas City, Missouri (the “Authority”), pursuant to a Trust Indenture dated as of December 1, 2011 (the “Indenture”) by and between the Authority and BOKF, N.A. (d/b/a Bank of Kansas City, Kansas City, Missouri (the “Trustee”). The Series 2011 Bonds are special, limited obligations of the Authority payable solely from District Revenues (as defined herein), subject to annual appropriation by the Ward Parkway Center Community Improvement District (the “District”), and moneys on deposit in a Debt Service Reserve Fund. In conjunction with the issuance of the Series 2011 Bonds, the Authority and the District will enter into a Financing Agreement dated as of December 1, 2011 (the “Financing Agreement”) pursuant to which the District has agreed to transfer to the Trustee, subject to annual appropriation by the District, the District Revenues for application to the payment of the Series 2011 Bonds. THE SERIES 2011 BONDS DO NOT CONSTITUTE A DEBT OF THE AUTHORITY, THE DISTRICT, THE CITY OF KANSAS CITY, MISSOURI (THE “CITY”), THE STATE OF MISSOURI (THE “STATE”), OR ANY POLITICAL SUBDIVISION THEREOF AND DO NOT CONSTITUTE AN INDEBTEDNESS WITHIN THE MEANING OF ANY CONSTITUTIONAL, STATUTORY OR CHARTER DEBT LIMITATION OR RESTRICTION. NEITHER THE FULL FAITH AND CREDIT NOR THE TAXING POWERS OF THE AUTHORITY, THE CITY, THE STATE OR ANY POLITICAL SUBDIVISION THEREOF IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF OR INTEREST ON THE SERIES 2011 BONDS. THE ISSUANCE OF THE SERIES 2011 BONDS SHALL NOT, DIRECTLY, INDIRECTLY OR CONTINGENTLY, OBLIGATE THE AUTHORITY, THE DISTRICT, THE CITY, THE STATE OR ANY POLITICAL SUBDIVISION THEREOF TO LEVY ANY FORM OF TAXATION THEREFOR OR TO MAKE ANY APPROPRIATION FOR THEIR PAYMENT. THE AUTHORITY HAS NO TAXING POWER. The Series 2011 Bonds involve a high degree of risk, and prospective purchasers should read the section herein captioned “BOND OWNERS’ RISKS.” The Series 2011 Bonds may not be suitable investments for all persons. Prospective purchasers should carefully evaluate the risks and merits of an investment in the Series 2011 Bonds, should confer with their own legal and financial advisors and should be able to bear the risk of loss of their investment in the Series 2011 Bonds before considering a purchase of the Series 2011 Bonds. The Series 2011 Bonds are subject to redemption prior to maturity in certain circumstances, as described herein. It is expected that a substantial portion of the Series 2011 Bonds will be redeemed prior to maturity. See the sections herein captioned “THE SERIES 2011 BONDS – Redemption Provisions” and “PROJECTED AVERAGE LIFE OF THE SERIES 2011 BONDS.” MATURITY SCHEDULE $3,525,000 5.750% Term Bonds due October 1, 2032, priced at 99.250%, CUSIP No. 48503V AA0 $6,215,000 6.750% Term Bonds due October 1, 2041, priced at 99.750%, CUSIP No. 48503V AB8 The Series 2011 Bonds are offered when, as and if issued by the Authority, subject to the approval of legality by King Hershey, PC, Kansas City, Missouri, Bond Counsel. Certain legal matters will be passed upon for the Authority by the City Attorney’s Office for the City of Kansas City, Missouri. Certain legal matters will be passed upon for the Developer and the District by Polsinelli Shughart PC, Kansas City, Missouri and for the Underwriter by Thompson Coburn LLP, St. Louis, Missouri. It is expected that the Series 2011 Bonds will be available for delivery on or about December 2, 2011.

The date of this Official Statement is November 22, 2011.

(THIS PAGE LEFT BLANK INTENTIONALLY) THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF KANSAS CITY, MISSOURI

20 East 5th Street, Suite 200 Kansas City, Missouri 64106

BOARD OF DIRECTORS

Aaron Berger – Member Elizabeth Fast – Secretary R. Charles Gatson – Treasurer Denise Gilmore – Member Jane Kieffer – President Ricardo Lopez - First Vice President Fredrick Riesmeyer, II - Chairman

WARD PARKWAY CENTER COMMUNITY IMPROVEMENT DISTRICT

BOARD OF DIRECTORS

Tonya Callaway - Chairman Heather Trower - Secretary/Treasurer Joanna Shawver - Director Carrie Wimberly - Director Tonya McNeal - Executive Director

COUNSEL TO THE AUTHORITY BOND COUNSEL The City Attorney’s Office King Hershey, PC CityofKansasCity,Missouri KansasCity,Missouri

COUNSEL TO THE DISTRICT Polsinelli Shughart PC Kansas City, Missouri

UNDERWRITER Stifel, Nicolaus & Company, Incorporated St. Louis, Missouri

UNDERWRITER’S COUNSEL

Thompson Coburn LLP St. Louis, Missouri

TRUSTEE

BOKF, N.A. (d/b/a Bank of Kansas City) Kansas City, Missouri No dealer, broker, salesman or other person has been authorized by the Authority to give any information or to make any representations with respect to the Series 2011 Bonds offered hereby other than those contained in this Official Statement, and, if given or made, such other information or representations must not be relied upon as having been authorized by any of the foregoing. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the Series 2011 Bonds offered hereby by any person in any jurisdiction in which it is unlawful for such person to make such offer, solicitation or sale. The information set forth herein has been furnished by the Authority and other sources which are believed to be reliable, but such information is not guaranteed as to accuracy or completeness and is not to be construed as a representation by the Authority. The information and expressions of opinion herein are subject to change without notice and neither the delivery of this Official Statement nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the Authority or the District since the date hereof.

The Series 2011 Bonds have not been registered with the Securities and Exchange Commission under the Securities Act of 1933, as amended, or under any state securities or “blue sky” laws. The Series 2011 Bonds are offered pursuant to an exemption from registration with the Securities and Exchange Commission. In making an investment decision, investors must rely on their own examination of the terms of this offering, including the merits and risks involved. These securities have not been recommended by any federal or state securities commission or regulatory authority. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of this document. Any representation to the contrary may be a criminal offense.

______

CAUTIONARY STATEMENTS REGARDING FORWARD- LOOKING STATEMENTS IN THIS OFFICIAL STATEMENT ______

Certain statements included or incorporated by reference in this Official Statement constitute “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995, Section 21E of the United States Securities Exchange Act of 1934, as amended, and Section 27A of the United States Securities Act of 1933, as amended. Such statements are generally identifiable by the terminology used such as “plan,” “expect,” “estimate,” “anticipate,” “projected,” “budget” or other similar words.

THE ACHIEVEMENT OF CERTAIN RESULTS OR OTHER EXPECTATIONS CONTAINED IN SUCH FORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS WHICH MAY CAUSE ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS DESCRIBED TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. THESE FUTURE RISKS AND UNCERTAINTIES INCLUDE THOSE DISCUSSED IN THE “BOND OWNERS’ RISKS” SECTION OF THIS OFFICIAL STATEMENT. NEITHER THE AUTHORITY, THE DISTRICT, NOR ANY OTHER PARTY PLANS TO ISSUE ANY UPDATES OR REVISIONS TO THOSE FORWARD-LOOKING STATEMENTS IF OR WHEN THEIR EXPECTATIONS, OR EVENTS, CONDITIONS OR CIRCUMSTANCES UPON WHICH SUCH STATEMENTS ARE BASED OCCUR. TABLE OF CONTENTS

Page Page

INTRODUCTION ...... 1 Lack of Rating and Market for the Series 2011 Purpose of the Official Statement...... 1 Bonds...... 20 The Bonds ...... 1 HISTORIC SALES AT THE CENTER...... 21 The Authority...... 2 PROJECTED AVERAGE LIFE OF THE The District...... 2 SERIES 2011 BONDS ...... 21 Security and Sources of Payment for the Series THE PROJECT ...... 24 2011 Bonds...... 2 Overview...... 24 Bond Owners’ Risks ...... 4 The Property Owner ...... 24 Definitions and Summary of Documents ...... 4 The Construction and Financing Agreement ..... 24 Continuing Disclosure...... 4 WARD PARKWAY CENTER...... 25 THE SERIES 2011 BONDS ...... 4 Overview...... 25 Authorization; Description of the Series 2011 The Manager and Leasing Agent ...... 25 Bonds ...... 4 The Management Agreement...... 26 Registration, Transfer and Exchange of Bonds ....4 Environmental Assessment...... 27 Redemption of Series 2011 Bonds...... 5 The Engineer and the Architect...... 27 Selection of Bonds to be Redeemed ...... 6 Competition...... 28 Notice and Effect of Call for Redemption...... 6 Economic and Demographic Information ...... 28 Payment and Discharge Provisions...... 6 SUMMARY OF LEASES ...... 29 Defeasance Provisions ...... 7 Leases ...... 29 Book–Entry Only System...... 7 ABSENCE OF LITIGATION...... 35 SECURITY AND SOURCES OF PAYMENT The Authority...... 35 FOR THE BONDS ...... 9 The District ...... 35 Limited Obligations; Sources of Payment...... 9 LEGAL MATTERS ...... 35 District Revenues; Annual Appropriation; TAX MATTERS...... 35 Transfer of Available Revenues ...... 10 Opinion of Bond Counsel...... 35 Payments to Constitute Current Expense of the Other Tax Consequences ...... 36 District...... 11 UNDERWRITING...... 37 Indenture Funds and Accounts ...... 12 CERTAIN RELATIONSHIPS...... 37 Additional Bonds ...... 13 NO RATINGS...... 37 ESTIMATED SOURCES AND USES OF MISCELLANEOUS...... 38 FUNDS...... 15 THE AUTHORITY ...... 15 Appendix A – Definitions and Summary of the Organization and Powers ...... 15 Indenture and the Financing Membership...... 15 Agreement; Continuing Disclosure Indebtedness of the Authority ...... 16 Appendix B – Form of Opinion of Bond Counsel THE DISTRICT...... 16 Overview...... 16 District Sales Tax...... 17 BOND OWNERS’ RISKS...... 18 Nature of the Obligations ...... 18 Risk of Non-Appropriation ...... 18 Financial Feasibility of Ward Parkway Center ...18 No Mortgage...... 19 Limitations on Remedies...... 19 Early Redemption Prior to Maturity ...... 19 Debt Service Reserve Fund ...... 19 Determination of Taxability ...... 19 Potential Federal Legislation...... 20 Risk of Audit ...... 20

(i) (THIS PAGE LEFT BLANK INTENTIONALLY) OFFICIAL STATEMENT

$9,740,000

THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF KANSAS CITY, MISSOURI

SALES TAX REVENUE BONDS (WARD PARKWAY CENTER COMMUNITY IMPROVEMENT DISTRICT PROJECT) SERIES 2011

INTRODUCTION

This introduction is only a brief description and summary of certain information contained in this Official Statement and is qualified in its entirety by reference to the more complete and detailed information contained in the entire Official Statement, including the cover page and appendices hereto, and the documents summarized or described herein. The order and placement of materials in this Official Statement, including the appendices, are not to be deemed to be a determination of relevance, materiality or relative importance, and this Official Statement, including the cover page and the appendices, must be considered in its entirety. The offering of the Series 2011 Bonds to potential investors is made only by means of the entire Official Statement. All capitalized terms used in this Official Statement that are not otherwise defined herein shall have the meaning ascribed to them in Appendix A.

Purpose of the Official Statement

The purpose of this Official Statement is to furnish information relating to (1) The Industrial Development Authority of the City of Kansas City, Missouri (the “Authority”), (2) the Authority’s Sales Tax Revenue Bonds (Ward Parkway Center Community Improvement District Project) Series 2011 (the “Series 2011 Bonds,” and, together with any Additional Bonds, the “Bonds”), (3) the Ward Parkway Center Community Improvement District (the “District”) and the one-cent sales and use tax imposed by the District for the purpose of financing a portion of the Project, and (4) certain improvements to be made by the District to an existing retail center known as Ward Parkway Center (referred to herein as “Ward Parkway Center” or the “Center”). See the sections herein captioned “THE AUTHORITY,” “THE BONDS,” “THE DISTRICT,” “THE PROJECT” and “WARD PARKWAY CENTER.” For an aerial map of the Center and a map of the Center’s location in the Kansas City, Missouri area, see the inside cover pages of this Official Statement.

The Bonds

The Series 2011 Bonds are being issued pursuant to the Industrial Development Corporations Act, Chapter 349 of the Revised Statutes of Missouri, as amended (the “IDA Act”), and the Trust Indenture dated as of December 1, 2011 (the “Indenture”) between the City and BOKF, N.A. (d/b/a Bank of Kansas City), Kansas City, Missouri (the “Trustee”), for the purpose of providing funds to (1) pay, reimburse or refinance certain costs incurred by the District related to the partial demolition, renovation and rehabilitation of Ward Parkway Center (the “Project” as more fully defined and discussed herein under the section captioned “THE PROJECT”), (2) fund a debt service reserve fund for the Series 2011 Bonds, (3) fund a portion of the interest due on the Series 2011 Bonds through April 1, 2012, and (4) pay the costs of issuance of the Series 2011 Bonds. Upon satisfaction of the conditions set forth in the Indenture, Additional Bonds may be issued on a parity with the Series 2011 Bonds only as to interest payments. See the section herein captioned “THE SERIES 2011 BONDS – Additional Bonds.” The Series 2011 Bonds and any Additional Bonds issued pursuant to the Indenture are referred to herein as the “Bonds.”

A description of the Series 2011 Bonds is contained in this Official Statement under the caption “THE SERIES 2011 BONDS.” All references to the Series 2011 Bonds are qualified in their entirety by the definitive form thereof and the provisions with respect thereto included in the Indenture.

The Series 2011 Bonds are subject to redemption prior to maturity as described herein. If the revenues are received as projected, a substantial portion of the Series 2011 Bonds will be redeemed prior to their stated maturity. See the sections herein captioned “THE SERIES 2011 BONDS –Redemption Provisions” and “PROJECTED AVERAGE LIFE OF THE SERIES 2011 BONDS.”

The Authority

The Authority is a public corporation created and existing under and by virtue of the IDA Act. See the section herein captioned “THE AUTHORITY.”

The District

The District is a community improvement district and a political subdivision of the State of Missouri (the “State”) created in May 2011 pursuant to the Community Improvement District Act, Sections 67.1401 to 67.1571, inclusive, of the Revised Statutes of Missouri, as amended (the “CID Act”), for the purpose of financing the construction and maintenance of the Project. The District encompasses all of Ward Parkway Center except one building on a corner of the Center that is currently occupied by Valley View Bank. See the sections herein captioned “THE DISTRICT,” “THE PROJECT,” and “WARD PARKWAY CENTER” for further discussion of the District and the Project financed with a portion of the proceeds of the Series 2011 Bonds.

Security and Sources of Payment for the Series 2011 Bonds

The Indenture and the Trust Estate; Financing Agreement. The Bonds and the interest thereon are special, limited obligations of the Authority, payable solely from the District Revenues, subject to annual appropriation by the District, and other moneys pledged thereto and held by the Trustee as provided in the Indenture. The Authority and the District have entered into a Financing Agreement dated as of December 1, 2011 (the “Financing Agreement”), pursuant to which the District has agreed to transfer to the Trustee, subject to annual appropriation by the District, the District Revenues for application to the payment of the Series 2011 Bonds.

“Available Revenues” means all District Revenues appropriated by the District in accordance with the Financing Agreement for deposit to the Revenue Fund created in the Indenture and all moneys on deposit from time to time (including investment earnings thereon) in the Revenue Fund. See the section herein captioned “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS – Indenture Funds and Accounts” for a discussion of application of moneys on deposit in the Revenue Fund.

- 2 - until the protest is withdrawn or resolved against the taxpayer, (c) any sum received by the District which is the subject of a suit or other claim communicated to the District which suit or claim challenges the collection of such sum, and (d) fees and expenses of the Authority payable by the District pursuant to the Financing Agreement.

“Sales Tax” means a sales and use tax imposed by the District of one percent (1%).

Debt Service Reserve Fund. As additional security for the Series 2011 Bonds, a Debt Service Reserve Fund will be funded from proceeds of the Series 2011 Bonds in the maximum amount allowed under federal tax law which will equal the Debt Service Reserve Requirement for the Series 2011 Bonds. Amounts in the Debt Service Reserve Fund will be available to pay principal of and interest on the Series 2011 Bonds, in the event that there are not sufficient moneys available for such purpose, and to make the final payment of principal of and interest on the Series 2011 Bonds. See the section herein captioned “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS.”

Capitalized Interest. A portion of the proceeds of the Series 2011 Bonds in the amount of $129,625.00 will be deposited in the Capitalized Interest Account of the Debt Service Fund pursuant to the Indenture and will be used to pay a portion of the interest due on the Series 2011 Bonds on April 1, 2012. See the section herein captioned “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS.”

No Mortgage or General Obligation. THE BONDS ARE NOT SECURED BY A MORTGAGE ON ANY PROPERTY IN THE DISTRICT OR BY ANY PROPERTY LOCATED WITHIN THE CENTER.

The Bonds do not constitute a debt of the Authority, the District, the City, the State or any political subdivision thereof, and do not constitute an indebtedness within the meaning of any constitutional, statutory or charter debt limitation or restriction. The issuance of the Bonds shall not, directly, indirectly or contingently, obligate the Authority, the District, the City, the State or any political subdivision thereof to levy any form of taxation therefor or to make any appropriation for their payment. The Authority has no taxing power.

Prospective investors are advised that none of the property comprising the Project or the Ward Parkway Center is pledged as security for the Bonds and neither the Authority, the District, the City, the State, WP-SC LLC (the “Property Owner”), any affiliate of such entities, or any employee, officer, member, agent, or representative of such entities has pledged its credit or assets or has provided any guaranty, surety, or undertaking of any kind, moral or otherwise, to pay the principal of, premium, if any, and interest on the Bonds. See the section herein captioned “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS.”

No recourse shall be had for the payment of the principal of, premium, if any, or interest on any of the Bonds or for any claim based thereon or upon any obligation, covenant or agreement in the Indenture, against any past, present or future member, manager, employee, agent or representative of the Authority, the District, the City, the State, or the Property Owner, or any past, present or future elected official of the District or the City, or any trustee, officer, official, employee or agent of the District or the City, as such, either directly or through the District or the City, or any successor to the District or the City, under any rule of law or equity, statute or constitution or by the enforcement of any assessment or penalty or otherwise.

- 3 - Bond Owners’ Risks

The Series 2011 Bonds involve a high degree of risk, and prospective purchasers should read the section herein captioned “BOND OWNERS’ RISKS.” The Series 2011 Bonds may not be suitable investments for all persons, and prospective purchasers should carefully evaluate the risks and merits of an investment in the Series 2011 Bonds, should confer with their own legal and financial advisors and should be able to bear the risk of loss of their investment in the Series 2011 Bonds before considering a purchase of the Series 2011 Bonds. See the section herein captioned “BOND OWNERS’ RISKS.”

Definitions and Summary of Documents

Definitions of certain words and terms used in this Official Statement and a summary of certain provisions of the Indenture, the Financing Agreement and the Continuing Disclosure Agreement are included in this Official Statement in Appendix A hereto. Such definitions and summaries do not purport to be comprehensive or definitive. All references herein to the Indenture, the Financing Agreement and the Continuing Disclosure Agreement are qualified in their entirety by reference to the definitive forms of such documents, copies of which may be obtained from Stifel, Nicolaus & Company, Incorporated, 501 N. Broadway, 8th Floor, St. Louis, Missouri 63102, and will be provided to any prospective purchaser requesting the same upon payment of the cost of complying with such request.

Continuing Disclosure

The District covenants in the Continuing Disclosure Agreement to provide certain information relating to the District and the Sales Tax and to provide notices of the occurrence of certain enumerated events. See the section captioned “Continuing Disclosure” in Appendix A hereto.

THE SERIES 2011 BONDS

The following is a summary of certain terms and provisions for the Series 2011 Bonds. Reference is hereby made to the Series 2011 Bonds and the provisions with respect thereto in the Indenture for the detailed terms and provisions thereof.

Authorization; Description of the Series 2011 Bonds

The Series 2011 Bonds are being issued pursuant to and in full compliance with the Constitution and statutes of the State including particularly the IDA Act and the CID Act. The Series 2011 Bonds shall be designated “Sales Tax Revenue Bonds (Ward Parkway Center Community Improvement District Project) Series 2011” in an aggregate principal amount of $9,740,000. The Series 2011 Bonds will be issuable as fully registered bonds in denominations of $5,000 or any integral multiple. The Series 2011 Bonds will be dated as of the date of initial issuance and delivery thereof, and will mature on the dates and in the principal amounts set forth on the cover page of this Official Statement. The Series 2011 Bonds will bear interest at the rates per annum set forth on the cover page hereof, which interest will be payable semiannually on April 1 and October 1 in each year, beginning on April 1, 2012.

Registration, Transfer and Exchange of Bonds

Any Bond may be transferred only upon the Bond Register upon surrender thereof to the Trustee duly endorsed for transfer or accompanied by an assignment duly executed by the Owner or its attorney or legal representative in such form as shall be satisfactory to the Trustee. Upon any such transfer, the Authority shall execute and the Trustee shall authenticate and deliver in exchange for such Bond a new

- 4 - fully registered Bond or Bonds of the same series and maturity of any Authorized Denomination in an aggregate principal amount equal to the principal amount of such Bond, of the same maturity, bearing interest at the same rate, and registered in the name of the transferee. Any Bond, upon surrender thereof at the payment office of the Trustee, together with an assignment duly executed by the Owner or its attorney or legal representative in such form as shall be satisfactory to the Trustee, may, at the option of the Owner thereof, be exchanged for a Bond or Bonds of the same maturity and series, of any Authorized Denomination or Authorized Denominations in an aggregate principal amount equal to the principal amount of such Bond or Bonds, bearing interest at the same rate, and registered in the name of the Owner.

The Authority or the Trustee may make a charge against each Owner requesting a transfer or exchange of Bonds for every such transfer or exchange of Bonds sufficient to reimburse it for any tax or other governmental charge required to be paid with respect to such transfer or exchange, the cost of preparing, if any, each new Bond issued upon any transfer or exchange and the reasonable expenses of the Authority and the Trustee in connection therewith, and such charge shall be paid before any such new Bond shall be delivered. The Authority or the Trustee may levy a charge against an Owner sufficient to reimburse it for any governmental charge required to be paid in the event the Owner fails to provide a correct taxpayer identification number to the Trustee. Such charge may be deducted from an interest payment due to such Owner hereunder or under the Bonds.

Redemption of Series 2011 Bonds

Optional Redemption. The Series 2011 Bonds, including portions thereof, are subject to optional redemption by the Authority on or after October 1, 2018 in whole or in part at any time at a redemption price of 100% of the principal amount of Series 2011 Bonds to be redeemed, plus accrued interest thereon to the dated fixed for redemption, without premium.

Special Mandatory Redemption. All Series 2011 Bonds maturing on October 1, 2032 are subject to special mandatory redemption by the Authority on each Interest Payment Date, at a redemption price equal to 100% of the principal amount being redeemed, together with accrued interest thereon to the date fixed for redemption, which amount of principal being redeemed shall be an amount equal to Available Revenues on deposit on the day that is 30 days prior to such Interest Payment Date in the Revenue Fund pursuant to the Indenture. See the section herein captioned “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS – Indenture Funds and Accounts.”

The Series 2011 Bonds maturing on October 1, 2041 are subject to special mandatory redemption by the Authority on each Interest Payment Date, commencing on the first Interest Payment Date on which no Series 2011 Bonds maturing on October 1, 2032 are Outstanding, at a redemption price equal to 100% of the principal amount being redeemed, together with accrued interest thereon to the date fixed for redemption, which amount of principal being redeemed shall be an amount equal to Available Revenues on deposit on the day that is 30 days prior to such Interest Payment Date in the Revenue Fund pursuant to the Indenture. See the section herein captioned “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS – Indenture Funds and Accounts.”

Special Mandatory Redemption in Full. The Series 2011 Bonds are also subject to special mandatory redemption by the Authority, in whole but not in part, on any date if moneys in the Revenue Fund, the Debt Service Fund and the Debt Service Reserve Fund are sufficient to redeem all of the Series 2011 Bonds then Outstanding at a redemption price of 100% of the principal amount thereof, plus accrued interest thereon to the redemption date.

- 5 - The Series 2011 Bonds shall be called by the Authority for special mandatory redemption pursuant to the Indenture without the necessity of any further action by the Authority or notice to the Trustee.

Selection of Bonds to be Redeemed

Bonds shall be redeemed only in Authorized Denominations. In the event less than all of the Outstanding Bonds are to be redeemed and paid prior to maturity, the Trustee shall select the Bonds or portions of Bonds to be redeemed by such method in such equitable manner as it may determine.

In the case of a partial redemption of Bonds when Bonds of denominations greater than the minimum Authorized Denomination are then outstanding, then for all purposes in connection with such redemption each Authorized Denomination unit of face value shall be treated as though it was a separate Bond of the denomination of the minimum Authorized Denomination. If one or more, but not all, of the minimum Authorized Denomination units of principal amount represented by any Bond are selected for redemption, then upon notice of intention to redeem such minimum Authorized Denomination unit or units, the Owner of such Bond or its attorney or legal representative shall forthwith present and surrender such Bond to the Trustee (i) for payment of the redemption price (including the interest to the date fixed for redemption) of the minimum Authorized Denomination unit or units of principal amount called for redemption, and (ii) for exchange, without charge to the Owner thereof, for a new Bond or Bonds of the aggregate principal amount of the unredeemed portion of the principal amount of such Bond. If the Owner of any such Bond of a denomination greater than the minimum Authorized Denomination fails to present such Bond to the Trustee for payment and exchange as aforesaid, said Bond shall, nevertheless, become due and payable on the redemption date to the extent of the minimum Authorized Denomination unit or units of principal amount called for redemption (and to that extent only) and shall cease to accrue interest on the principal amount so called for redemption.

Notice and Effect of Call for Redemption

Unless waived by any Owner of Bonds to be redeemed, official notice of the redemption of any Bond shall be given by the Trustee on behalf of the Authority by mailing a copy of an official redemption notice to the Owner of the Bond(s) at the address shown in the Bond Register, by first class mail, postage prepaid, at least thirty (30) days and not more than sixty (60) days prior to the date fixed for redemption; provided, however, that failure to give such notice by mailing as aforesaid to any Owner or any defect therein as to any particular Bond shall not affect the validity of any proceedings for the redemption of any other Bonds.

On or prior to the date fixed for optional or special mandatory redemption, the District shall deposit moneys or Government Obligations with the Trustee as provided in the Indenture to pay the Bonds called for redemption and accrued interest thereon to the redemption date. Upon the happening of the above conditions, and notice having been given as provided in the Indenture, the Bonds or the portions of the principal amount of Bonds thus called for redemption shall cease to bear interest on the specified redemption date, provided moneys sufficient for the payment of the redemption price are on deposit at the place of payment at the time, and such Bonds or the portions of the principal amount of Bonds shall no longer be entitled to the protection, benefit, or security of the Indenture and shall not be deemed to be Outstanding under the provisions of the Indenture.

Payment and Discharge Provisions

When the principal of and interest on all the Bonds have been paid in accordance with their terms or provision has been made for such payment, as provided in the Indenture, and provision also is made for

- 6 - paying all other sums payable under the Indenture, including the fees and expenses of the Trustee and the Paying Agent to the date of payment of the Bonds, then the right, title and interest of the Trustee under the Indenture shall thereupon cease, determine and be void, and thereupon the Trustee shall cancel, discharge and release the Indenture and shall execute, acknowledge and deliver to the Authority such instruments of satisfaction and discharge or release as shall be required to evidence such release and the satisfaction and discharge of the Indenture, and shall assign and deliver to the Authority any property at the time subject to the Indenture which may then be in the Trustee’s possession, except funds or securities in which such moneys are invested and held by the Trustee for the payment of the principal of and interest on the Bonds.

Defeasance Provisions

Bonds shall be deemed to be paid within the meaning of the Indenture when payment of the principal on such Bonds, plus interest thereon to the due date thereof (whether such due date is by reason of maturity or upon redemption as provided in the Indenture, or otherwise), either (1) has been made or caused to be made in accordance with the terms of the Indenture, or (2) provision therefor has been made by depositing with the Trustee, in trust and irrevocably setting aside exclusively for such payment, (i) moneys sufficient to make such payment, or (ii) non-callable Government Obligations maturing as to principal and interest in such amount and at such times as will ensure the availability of sufficient moneys to make such payment and, with respect to Bonds deemed to be paid within the meaning of this clause (2), the Trustee shall have received an opinion of Bond Counsel (which opinion may be based upon a ruling or rulings of the Internal Revenue Service) to the effect that such deposit will not cause the interest on such Bonds to be included in gross income for purposes of federal income taxation. At such time as a Bond is deemed to be paid under the Indenture as aforesaid, such Bond shall no longer be secured by or be entitled to the benefits of the Indenture, except for the purposes of any such payment from such moneys or Government Obligations.

Book–Entry Only System

General. When the Series 2011 Bonds are issued, ownership interests will be available to purchasers only through a book-entry only system (the “Book-Entry Only System”) maintained by The Depository Trust Company (“DTC”), New York, New York. DTC will act as securities depository for the Series 2011 Bonds. Initially, the Series 2011 Bonds will be issued as fully-registered securities registered in the name of Cede & Co. (DTC’S partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully-registered Series 2011 Bond certificate for each maturity of the Series 2011 Bonds will be issued, in the aggregate principal amount of such maturity, and will be deposited with DTC or the Trustee as its “FAST” agent. The following discussion will not apply to any Series 2011 Bonds issued in certificate form in the event of the discontinuance of the DTC Book-Entry Only System, as described below.

DTC and its Participants. DTC, the world’s largest securities depository, is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code and a “clearing agency” registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934, as amended. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments from over 200 countries that DTC’s participants (“Direct Participants”) deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges between Direct Participants’ accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S.

- 7 - securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation (“DTCC”). DTCC is the holding company for DTC, National Securities Clearing Corporation, and Fixed Income Clearing Corporation, all of which are registered clearing agencies. Access to the DTC system is also available to others, such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly (the “Indirect Participants”). DTC has a Standard & Poor’s rating of AA+. The DTC Rules applicable to its Direct and Indirect Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com.

Purchase of Ownership Interests. Purchases of the Series 2011 Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the Series 2011 Bonds on DTC’s records. The ownership interest of each actual purchaser of each Series 2011 Bond (the “Beneficial Owner”) is in turn to be recorded on the Direct and Indirect Participants’ records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Series 2011 Bonds are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interest in the Series 2011 Bonds, except in the event that use of the book-entry system for the Series 2011 Bonds is discontinued.

Transfers. To facilitate subsequent transfers, all Series 2011 Bonds deposited by Direct Participants with DTC are registered in the name of DTC’s partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of the Series 2011 Bonds with DTC and their registration in the name of Cede & Co. or such other nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Series 2011 Bonds. DTC’s records reflect only the identity of the Direct Participants to whose accounts such Series 2011 Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers.

Notices. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time.

Redemption notices shall be sent to DTC. If less than all of the Series 2011 Bonds within an issue are being redeemed, DTC’s practice is to determine by lot the amount of the interest of each Direct Participant in such issue to be redeemed.

Voting. Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to the Series 2011 Bonds unless authorized by a Direct Participant in accordance with DTC’s MMI Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the Authority as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.’s consenting or voting rights to those Direct Participants to whose accounts the Series 2011 Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy).

Payments of Principal and Interest. All payments of principal of, premium, if any, and interest on such Bond will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC’s practice is to credit Direct Participants’ accounts upon DTC’s receipt of

- 8 - funds and corresponding detail information from the Authority or the Trustee, on the payable date in accordance with their respective holdings shown on DTC’s records. Payments by Direct and Indirect Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in “street name,” and will be the responsibility of such Participant and not of DTC nor its nominee, the Trustee or the Authority, subject to any statutory and regulatory requirements as may be in effect from time to time. Payment of principal of, premium, if any, and interest on the Series 2011 Bonds to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the Authority or the Trustee, disbursement of such payments to Direct Participants is the responsibility of DTC, and disbursement of such payments to the Beneficial Owners is the responsibility of Direct and Indirect Participants.

Discontinuation of Book-Entry Only System. DTC may discontinue providing its services as depository with respect to the Series 2011 Bonds at any time by giving reasonable notice to the Authority or the Trustee. Under such circumstances, in the event that a successor depository is not obtained, Series 2011 Bond certificates are required to be printed and delivered.

The Authority may decide to discontinue use of the system of book-entry-only transfers through DTC (or a successor securities depository). In that event, the Series 2011 Bond certificates will be printed and delivered to DTC.

The information in this section concerning DTC and DTC’s book-entry system has been obtained from sources that the Authority believes to be reliable, but the Authority takes no responsibility for the accuracy thereof.

SECURITY AND SOURCES OF PAYMENT FOR THE BONDS

Limited Obligations; Sources of Payment

The Indenture and the Trust Estate; Financing Agreement. The Bonds and the interest thereon are special, limited obligations of the Authority, payable solely from the District Revenues, subject to annual appropriation by the District, and other moneys pledged thereto and held by the Trustee as provided in the Indenture. The Authority and the District have entered into the Financing Agreement pursuant to which the District has agreed to transfer to the Trustee, subject to annual appropriation by the District, the District Revenues for application to the payment of the Series 2011 Bonds.

“Available Revenues” means all District Revenues appropriated by the District in accordance with the Financing Agreement for deposit to the Revenue Fund created in the Indenture and all moneys on deposit from time to time (including investment earnings thereon) in the Revenue Fund. See the subsection below captioned “Indenture Funds and Accounts – Revenue Fund” for a discussion of application of moneys on deposit in the Revenue Fund.

“District Revenues” means all revenues actually collected, pursuant to the CID Act, from the imposition of the Sales Tax; provided that District Revenues shall not include (a) that percentage of the gross revenues generated by the Sales Tax, which the State of Missouri Department of Revenue (or other collection agency) may retain for the cost of collecting the Sales Tax, (b) any amount paid under protest until the protest is withdrawn or resolved against the taxpayer, (c) any sum received by the District which is the subject of a suit or other claim communicated to the District which suit or claim challenges the collection of such sum, and (d) fees and expenses of the Authority payable by the District pursuant to the Financing Agreement.

- 9 - “Sales Tax” means a sales and use tax imposed by the District of one percent (1%).

Debt Service Reserve Fund. As additional security for the Series 2011 Bonds, a Debt Service Reserve Fund will be funded from proceeds of the Series 2011 Bonds in the maximum amount allowed by federal tax law which will equal the Debt Service Reserve Requirement for the Series 2011 Bonds. Amounts in the Debt Service Reserve Fund will be available to pay principal of and interest on the Series 2011 Bonds, in the event that there are not sufficient moneys available for such purpose, and to make the final payment of principal of and interest on the Series 2011 Bonds

No Mortgage or General Obligation. THE BONDS ARE NOT SECURED BY A MORTGAGE ON ANY PROPERTY IN THE DISTRICT OR BY ANY PROPERTY LOCATED WITHIN THE CENTER.

Prospective investors are advised that none of the property comprising the Project or the Ward Parkway Center is pledged as security for the Bonds and neither the Authority, the District, the City, the State, the Property Owner, any affiliate of such entities, or any employee, officer, member, agent, or representative of such entities has pledged its credit or assets or has provided any guaranty, surety, or undertaking of any kind, moral or otherwise, to pay the principal of, premium, if any, and interest on the Bonds.

District Revenues; Annual Appropriation; Transfer of Available Revenues

Pledge of District Revenues. Pursuant to the Financing Agreement, the District pledges all District Revenues, for so long as any Bonds remain Outstanding, to the payment of the Bonds and covenants and agrees to transfer, subject to annual appropriation, such District Revenue to the Trustee no later than the tenth (10th) calendar day of each month (or the next Business Day thereafter if the tenth (10th) is not a Business Day) while the Bonds are Outstanding.

- 10 - Annual Appropriation. Pursuant to the Financing Agreement, the District intends, on or before the last day of each Fiscal Year, to budget and appropriate for the next Fiscal Year all District Revenues for the payment of the Bonds, the Subordinate Note and other items payable under the Indenture. The District will deliver written notice to the Authority, the Underwriter and the Trustee no later than thirty (30) days after the commencement of its Fiscal Year stating whether or not the District has appropriated all District Revenues for the purpose of paying the Bonds, the Subordinate Note and other items payable under the Indenture. If the District’s Board of Directors shall have made the appropriation of all District Revenues, the failure of the District to deliver the foregoing notice on or before the 30th day after the commencement of its Fiscal Year shall not constitute an Event of Nonappropriation under the Financing Agreement and, on failure to receive such notice thirty (30) days after the commencement of the District’s Fiscal Year, the Trustee shall make independent inquiry of the fact of whether or not such appropriation has been made. If the District’s Board of Directors shall not have made an appropriation of all District Revenues, the failure of the District to deliver the foregoing notice on or before the 30th day after the commencement of its Fiscal Year shall constitute an Event of Nonappropriation under the Financing Agreement. Pursuant to the Financing Agreement, the District covenants that it has appropriated all District Revenues for the Fiscal Year in which the Series 2011 Bonds are issued and will transfer such District Revenues as Available Revenues to the Trustee for deposit in the Revenue Fund at the times and in the manner set out in the Financing Agreement. See the section under the heading captioned “Summary of Financing Agreement – Events of Default and Remedies” in Appendix A hereto.

Annual Budget Request. Under the Financing Agreement, the District directs the Treasurer of the District, or such other officer at any time charged with the responsibility of formulating budget proposals, to include in the budget proposal submitted to the District’s Board of Directors for each Fiscal Year that the Bonds are Outstanding a request for an appropriation of all District Revenues for transfer as Available Revenues to the Trustee at the times and in the manner provided in the Financing Agreement. The District intends to exhaust all available reviews and appeals in the event such portion of the budget is not approved. The District further directs the District’s Treasurer, or such other officer at any time charged with the responsibility of formulating budget proposals, to exhaust all available reviews and appeals in the event such portion of the budget or supplemental appropriation is not approved; it being the intention of the District that the decision to appropriate or not to appropriate under the Financing Agreement shall be made solely by the District’s Board of Directors and not by any other official of the District. Notwithstanding the foregoing, the decision to budget and appropriate funds is to be made in accordance with the District’s normal procedures for such decisions.

Transfer of Available Revenues. Pursuant to the Financing Agreement, subsequent to appropriation by the District’s Board of Directors as provided above, the District pledges to the Authority timely transfer of all Available Revenues to the Trustee. All Available Revenues shall be transferred by the District directly to the Trustee to be deposited and applied in accordance with the Indenture.

Payments to Constitute Current Expense of the District

The payments and agreements to make payments by the District under the Financing Agreement constitute currently budgeted expenditures of the District, and shall not in any way be construed or interpreted as creating a liability or a general obligation or debt of the District in contravention of any applicable constitutional or statutory limitation or requirements concerning the creation of indebtedness by the District, nor shall anything contained in the Financing Agreement constitute a pledge of the general credit of the District. The District’s obligations to make payments under the Financing Agreement shall be from year to year only, and shall not constitute a mandatory payment obligation of the District in any ensuing Fiscal Year beyond the then current Fiscal Year. Neither the Financing Agreement nor the issuance of the Series 2011 Bonds shall directly or indirectly obligate the District to levy or pledge any form of taxation or make any appropriation or make any payments beyond those appropriated for the

- 11 - District’s then current Fiscal Year, but in each Fiscal Year payment by the District shall be payable solely from the amounts budgeted and appropriated therefor out of the income and revenue provided for such year, plus any unencumbered balances from previous years. Nothing in the Financing Agreement shall be construed to limit the rights of the Owners or the Trustee to receive any amounts which may be realized from the Trust Estate pursuant to the Indenture. Failure of the District to budget and appropriate said moneys as provided in the Financing Agreement shall be deemed an Event of Nonappropriation.

Indenture Funds and Accounts

Revenue Fund. Pursuant to the Financing Agreement, no later than the tenth (10th) calendar day of each month (or the next Business Day thereafter if the tenth (10th) is not a Business Day) while the Bonds are Outstanding, the District shall transfer, subject to appropriation, to the Trustee all District Revenues as of the last day of the preceding month for deposit by the Trustee to the Revenue Fund.

On the 30th day (or if such day is not a Business Day, the immediately preceding Business Day), except as otherwise provided, prior to each Interest Payment Date, the Trustee shall apply moneys in the Revenue Fund to the extent necessary for the purposes and in the amounts as follows:

First, to the payment of the fees and expenses of the Trustee in accordance with the Indenture provisions regarding payment of the Trustee’s fees and expenses;

Second, to the Rebate Fund, an amount sufficient for the payment of arbitrage rebate, if any, owed with respect to the Bonds under Section 148 of the Code, including any costs of calculating arbitrage rebate;

Third, to the Principal and Interest Account of the Debt Service Fund, an amount sufficient to pay all or any portion of the past due interest owing as a result of prior deficiencies of moneys to pay interest due on the Bonds on each Interest Payment Date;

Fourth, to the Principal and Interest Account of the Debt Service Fund, an amount sufficient (taking into account funds, if any, available in the Capitalized Interest Account of the Debt Service Fund) to pay all or any portion of the accrued interest or principal becoming due and payable on any Bonds on the upcoming Interest Payment Date;

Fifth, to the Debt Service Reserve Fund such amount as may be required to restore any deficiency in the Debt Service Reserve Fund if the amount on deposit in the Debt Service Reserve Fund is less than the Debt Service Reserve Requirement;

Sixth, to the Principal and Interest Account of the Debt Service Fund, for application to the special mandatory redemption of the Series 2011 Bonds, to the extent of Available Revenues an amount sufficient to redeem the Series 2011 Bonds in accordance with 115% of the projected redemption schedule (taking into account both the projected redemption on such Interest Payment Date and all cumulative projected redemptions to and including such Interest Payment Date) shown on Exhibit B to the Indenture and that conforms to Case I under the caption “PROJECTED AVERAGE LIFE OF THE SERIES 2011 BONDS”;

Seventh, for transfer to the Subordinate Note Fund to be applied to the payment of the Subordinate Note pursuant to the terms of the Indenture until the Subordinate Note and all accrued interest thereon is paid in full; and

- 12 - Eighth, all remaining moneys shall be transferred to the Principal and Interest Account of the Debt Service Fund and applied to the redemption of Series 2011 Bonds on the next Interest Payment Date pursuant to the special mandatory redemption provisions of the Indenture and, provided that the Series 2011 Bonds are paid in full, then to the redemption of any Additional Bonds to the extent of any similar redemption provision in the Supplemental Indenture or Supplemental Indentures authorizing the issuance of any Additional Bonds.

Debt Service Fund. All of the funds in the Principal and Interest Account of the Debt Service Fund shall be expended for the payment of the principal of and interest (taking into account funds, if any, available in the Capitalized Interest Account of the Debt Service Fund with respect to the Series 2011 Bonds) on the Bonds as the same mature and become due or upon the redemption thereof, or to purchase the Bonds for cancellation prior to maturity.

All of the funds in the Capitalized Interest Account of the Debt Service Fund shall be expended for the payment of the interest on the Series 2011 Bonds as the same mature and become due or upon the redemption thereof, or to purchase the Series 2011 Bonds for cancellation prior to maturity.

Debt Service Reserve Fund. Amounts in the Debt Service Reserve Fund established for each Series of Bonds are to be used to pay principal of and interest on such Series of Bonds to the extent of any deficiency in the Debt Service Fund and to retire the last Outstanding Bonds. Moneys may be expended from the Debt Service Reserve Fund whether or not the amount therein equals the Debt Service Reserve Requirement.

Subordinate Note Fund. Money in the Subordinate Note Fund shall be expended solely for the payment of the principal of, premium, if any, and interest then unpaid on the Subordinate Note as the same become due or to the extent the Subordinate Note can be prepaid, then to the prepayment of the Subordinate Note, in whole or in part, until the Subordinate Note has been paid in full. After the District notifies the Trustee of the payment in full of the principal of, premium, if any, and interest on the Subordinate Note (or provision has been made for the payment of the Subordinate Note), all amounts remaining in the Subordinate Note Fund are to be transferred by the Trustee for deposit to the Principal and Interest Account of the Debt Service Fund.

Additional Bonds

Additional Bonds may be issued under the Indenture upon compliance with the conditions set forth in the Indenture for any purpose authorized under the IDA Act and related to the Project.

The Authority covenants and agrees that so long as any of the Series 2011 Bonds remain Outstanding, the Authority will not issue Additional Bonds unless all of the following conditions are met:

(1) The Authority shall not be in default in the payment of principal of, premium, if any, or interest on any Bonds at the time Outstanding or in making any payment at the time required to be made into the respective funds created by and referred to in the Indenture or any resolution authorizing the issuance of Additional Bonds (unless such Additional Bonds are being issued to provide funds to cure such default).

(2) The Authority shall obtain a certificate of a Consultant showing:

- 13 - projected principal amount of the Series 2011 Bonds to have been redeemed through such calendar year as shown on Exhibit B to the Indenture and that conforms to Case I under the caption “PROJECTED AVERAGE LIFE OF THE SERIES 2011 BONDS”; and

ii) Either of the following:

a) The aggregate amount of Available Revenues deposited into the Revenue Fund during the calendar year immediately preceding the issuance of the Additional Bonds shall have been equal to at least 140% of the average annual principal amount of the Bonds projected to be redeemed in any succeeding calendar year, including the Additional Bonds proposed to be issued, together with interest becoming due on the Bonds then Outstanding and the Additional Bonds proposed to be issued; or

b) The aggregate amount of Available Revenues projected to be deposited into the Revenue Fund in the calendar year immediately following the calendar year in which such Additional Bonds are to be issued shall be equal to at least 140% of the average annual principal amount of the Bonds projected to be redeemed in any succeeding calendar year, including the Additional Bonds proposed to be issued, together with interest becoming due on the Bonds then Outstanding and the Additional Bonds proposed to be issued.

The proceeds of such Additional Bonds shall be used only to pay Project Costs and/or the Subordinate Note, costs of issuing such Additional Bonds, funding reasonable reserves related to such Additional Bonds and other related costs.

Additional Bonds of the Authority issued under the conditions set forth in the Indenture shall stand on a parity with the Series 2011 Bonds only as to interest payments and shall be entitled to the same benefit and security of the Indenture with the Series 2011 Bonds only as to interest payments, it being understood that the principal payments on Additional Bonds shall be subordinate to the principal payments on the Series 2011 Bonds as long as the Series 2011 Bonds are Outstanding.

Except as described above, the Authority will not otherwise issue any obligations on a parity with the Series 2011 Bonds.

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- 14 - ESTIMATED SOURCES AND USES OF FUNDS

Following is a summary of the anticipated sources and uses of funds in connection with the issuance of the Series 2011 Bonds:

Sources of Funds:

Par amount of the Series 2011 Bonds...... $9,740,000.00 Less original issue discount...... (41,975.00) Total sources of funds...... $9,698,025.00

Uses of Funds:

Deposit to the Capitalized Interest Account of the Project Fund...... $ 129,625.00 Deposit to the Project Account of the Project Fund...... 8,211,895.80 Deposit to Debt Service Reserve Fund...... 974,000.00 Underwriter’s Discount...... 267,850.00 Other Costs of Issuance...... 114,654.20 Total uses of funds...... $9,698,025.00

THE AUTHORITY

Organization and Powers The Authority was created on February 14, 1978 as an industrial development corporation in accordance with the IDA Act. The Authority was organized in order to protect and promote the health, welfare and safety of the citizens of the State, to promote industry and develop trade by inducing manufacturing, industrial and commercial enterprises to locate in and remain in the City, and to stimulate and develop the general economic welfare and prosperity of the citizens of the City, and thereby to further promote, stimulate and develop the economic welfare and prosperity of the State and to achieve greater industrial development in the State. Under the IDA Act, the Authority is authorized and empowered to issue revenue bonds for the purpose of paying the costs of “projects” (as defined in the IDA Act), such as the Project, and to loan the proceeds from the sale of such bonds for such use and secure the payment of such bonds as therein provided.

The Bonds are limited obligations of the Authority, payable solely from revenues and receipts pledged therefor. THE BONDS ARE NOT AN INDEBTEDNESS OF THE AUTHORITY, THE DISTRICT, THE CITY, THE STATE OR ANY POLITICAL SUBDIVISION THEREOF WITHIN THE MEANING OF ANY PROVISION OF THE CONSTITUTION OR LAWS OF THE STATE. THE BONDS SHALL NOT CONSTITUTE AN INDEBTEDNESS WITHIN THE MEANING OF ANY CONSTITUTIONAL, STATUTORY OR CHARTER DEBT LIMITATION OR RESTRICTION AND ARE NOT PAYABLE IN ANY MANNER BY TAXATION. THE AUTHORITY HAS NO TAXING POWER.

Membership

The Authority’s powers are vested in seven members who are appointed by the Mayor with the advice and consent of a majority of the City Council of the City. The chief officers of the Authority are its Chairman of the Board, President and Vice Presidents, Secretary and Treasurer. In addition, the Authority may appoint such other officers, agents and employees as it may require.

- 15 - The current members and officers of the Board of Directors of the Authority are as follows:

Name Title

AaronBerger Member ElizabethFast Secretary R.CharlesGatson Treasurer DeniseGilmore Member JaneKieffer President RicardoLopez FirstVicePresident FredrickRiesmeyer,II Chairman

Neither the Authority nor any official or employee thereof has participated in the preparation of or assumed any responsibility concerning this Official Statement, and all of the information contained herein (except under the captions “THE AUTHORITY” and “ABSENCE OF LITIGATION- The Authority”) has been furnished by others.

EXCEPT FOR INFORMATION CONCERNING THE AUTHORITY IN THE SECTIONS HEREOF CAPTIONED “THE AUTHORITY” AND “ABSENCE OF LITIGATION- THE AUTHORITY,” NONE OF THE INFORMATION IN THIS OFFICIAL STATEMENT HAS BEEN SUPPLIED OR VERIFIED BY THE AUTHORITY AND THE AUTHORITY MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION.

Indebtedness of the Authority

The Authority has sold and delivered other bonds and notes secured by instruments separate and apart from, and not secured by, the Indenture securing the Bonds. The holders and owners of such bonds and notes have no claim on assets, funds or revenues of the Authority pledged under the Indenture, and the owners of the Bonds will have no claim on assets, funds or revenues of the Authority securing other bonds and notes.

With respect to additional indebtedness of the Authority, the Authority intends to enter into separate agreements for the purpose of providing financing for other eligible projects and programs. Issues that may be sold by the Authority in the future for the purpose of providing financing for other eligible projects and programs will be created under separate and distinct indentures or resolutions and secured by instruments, properties and revenues separate from those securing the Bonds.

THE DISTRICT

Overview

The District is a community improvement district and a political subdivision of the State formed in May 2011 pursuant to the CID Act. The District has an area of approximately 34 acres within the City. The District was formed upon the filing of a Petition for Establishment of Ward Parkway Center Community Improvement District (the “Petition”) with the City Clerk and passage of Ordinance No. 110334, adopted on May 5, 2011 (the “Formation Ordinance”) by the City Council (the “City Council”) of the City approving the creation of the District.

The CID Act vests all powers of the District in a Board of Directors, each of which is a representative of an owner of property within the District or of a business operating within the District.

- 16 - Directors of the District are appointed by the Mayor and confirmed by the City Council, and must meet the qualifications set forth in the CID Act. Each Director serves a term of four years, except for the initial terms of the Directors, which are staggered, with half serving four year terms and half serving two year terms. Each Director holds office for the term for which he or she is appointed or until a successor is appointed. The current directors and officers of the District are as follows:

Name Term Expires Office Principal Employment

Tonya Callaway 4 years/2015 Chairman RED Development, LLC Heather Trower 2 years/2013 Secretary/Treasurer RED Development, LLC Joanna Shawver 2 years/2013 Director RED Development, LLC Carrie Wimberly 2 years/2013 Director RED Development, LLC Tonya McNeal 4 years/2015 Executive Director RED Development, LLC

EXCEPT FOR INFORMATION CONCERNING THE DISTRICT IN THE SECTIONS HEREOF CAPTIONED “INTRODUCTION - The District,” “THE DISTRICT,” “THE PROJECT,” “ABSENCE OF LITIGATION - The District,” and “CERTAIN RELATIONSHIPS,” NONE OF THE INFORMATION IN THIS OFFICIAL STATEMENT HAS BEEN SUPPLIED OR VERIFIED BY THE DISTRICT AND THE DISTRICT MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION.

District Sales Tax

The CID Act authorizes the District to impose real property taxes, special assessments and a sales tax within the District and to issue revenue bonds to carry out any of its powers, duties, or purposes. The CID Act further provides that no community improvement district may repeal, amend, or lower the rate of any special assessment, real property tax, or sales tax it has imposed if such repeal, amendment, or lower rate will impair the District’s ability to pay any liabilities that it has incurred, such as the Series 2011 Bonds, money that it has borrowed, or obligations it has issued to finance any improvements or services rendered within the District.

The District voters have approved and the Board of Directors of the District has adopted resolutions authorizing the levy and imposition of a one-cent sales and use tax (the “Sales Tax”), which became effective on October 1, 2011, on all transactions which are taxable under the CID Act. The Sales Tax is imposed on all retail sales made in the District that are subject to taxation pursuant to the provisions of Sections 144.010 to 144.525, RSMo, with certain exceptions listed in the CID Act. These exceptions include sales of motor vehicles, trailers, boats or outboard motors and sales to public utilities.

Pursuant to the Financing Agreement, the District pledges all Available Revenues, for so long as any Bonds remain Outstanding, to the payment of the Bonds and covenants and agrees to transfer, subject to annual appropriation, such Available Revenue to the Trustee no later than the tenth (10th) calendar day of each month (or the next Business Day thereafter if the tenth (10th) is not a Business Day) while the Bonds are Outstanding. The Sales Tax is to remain in effect for a period of no longer than 39 years from the date on which such tax is first imposed (October 1, 2011).

Pursuant to the CID Act, no community improvement district may repeal any sales and use tax imposed pursuant to the CID Act before the expiration date of such tax unless the repeal of such sales and use tax will not impair the district’s ability to repay any liabilities the district has incurred, moneys the district has borrowed or obligations the district has issued to finance improvements for the district. Therefore, although the Series 2011 Bonds have a stated final maturity of October 1, 2041, the Sales Tax will be available through October 1, 2050 to make payments on the Bonds, if required. See the section

- 17 - herein captioned “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS – District Revenues; Annual Appropriation; Transfer of Available Revenues.”

BOND OWNERS’ RISKS

An investment in the Series 2011 Bonds is subject to a number of significant risk factors. The following is a discussion of certain risks that could affect payments to be made with respect to the Series 2011 Bonds. Such discussion is not, and is not intended to be, exhaustive and should be read in conjunction with all other parts of this Official Statement and should not be considered as a complete description of all risks that could affect such payments. Prospective purchasers of the Series 2011 Bonds should analyze carefully the information contained in this Official Statement, including the Appendices hereto, and additional information in the form of the complete documents summarized herein, copies of which are available as described herein.

Nature of the Obligations

The Series 2011 Bonds are special, limited obligations of the Authority and are payable solely from and secured by a pledge of District Revenues (subject to annual appropriation thereof by the District) and from amounts in the Debt Service Reserve Fund. The realization of such revenues is dependent upon, among other things, the success of retailers within the District and future changes in economic and other conditions that are unpredictable and cannot be determined at this time.

Risk of Non-Appropriation

The application of District Revenues to the repayment of the Series 2011 Bonds is subject to annual appropriation by the District. Although the District has covenanted that the Treasurer of the District, or such officer at any time charged with the responsibility of formulating budget proposals for the District, will include in the annual budget proposal submitted to the Board of Directors of the District a request for an appropriation of the District Revenues, there can be no assurance that such appropriation will be made by the Board of Directors of the District, and the Board of Directors is not legally obligated to do so. See the section herein captioned “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS – District Revenues; Annual Appropriation; Transfer of Available Revenues.”

Financial Feasibility of Ward Parkway Center

The financial feasibility of the Ward Parkway Center depends in large part upon the ability of the Property Owner and the Manager to maintain substantial occupancy by retailers at the Center throughout the term of the Series 2011 Bonds. If the Property Owner fails to maintain substantial occupancy in Ward Parkway Center there may be insufficient District Revenues to pay the Bonds.

There is no obligation on the part of the Property Owner to lease space at Ward Parkway Center to tenants that generate Sales Tax. None of the leases require the tenants to continuously operate a business at the leased premises. Thus, a tenant may cease operations but continue to pay rent to the Property Owner. Under such circumstances, no Sales Tax revenues would be generated by such tenant.

No assurance can be given that environmental conditions do not now or will not in the future exist at Ward Parkway Center which could become the subject of enforcement actions by governmental agencies. Additionally, there can be no assurance that future environmental conditions, if any, would not adversely impact the willingness of the public to frequent Ward Parkway Center. The amount of Sales Tax revenues is dependent upon the availability of and the purchase of goods at Ward Parkway Center.

- 18 - No Mortgage

Payment of the principal of and interest on the Bonds is not secured by any deed of trust, mortgage or other lien on any property in the Project or any property located at the Center. The Series 2011 Bonds are payable solely from District Revenues, subject to annual appropriation by the District.

Limitations on Remedies

The remedies available to the Owners upon a default under the Indenture are in many respects dependent upon judicial action, which is often subject to discretion and delay under existing constitutional and statutory law and judicial decisions, including specifically Title 11 of the United States Code. The various legal opinions to be delivered concurrently with delivery of the Series 2011 Bonds will be qualified as to enforceability of the various legal instruments by limitations imposed by bankruptcy, reorganization, insolvency or other similar laws affecting the rights of creditors generally, now or hereafter in effect; to usual equity principles which shall limit the specific enforcement under laws of the State as to certain remedies; to the exercise by the United States of America of the powers delegated to it by the United States Constitution; and to the reasonable and necessary exercise, in certain exceptional situations, of the police power inherent in the sovereignty of the State and its governmental bodies, in the interest of serving an important public purpose.

Early Redemption Prior to Maturity

Funds on deposit in the Revenue Fund in excess of the amount required to pay rebate, if any, to the United States of America, to pay interest on the Series 2011 Bonds as and when due, to restore any deficiency in the Debt Service Reserve Fund and to pay certain fees and expenses, are required to be used for the purpose of redeeming Bonds prior to maturity pursuant to the redemption provisions described in this Official Statement. See the section herein captioned “THE SERIES 2011 BONDS – Redemption Provisions.” It is anticipated that a substantial portion of the Series 2011 Bonds will be redeemed prior to their stated maturity. See the section herein captioned “PROJECTED AVERAGE LIFE OF THE SERIES 2011 BONDS.”

Debt Service Reserve Fund

At the time of issuance of the Series 2011 Bonds, the Debt Service Reserve Fund will be established in maximum amount allowed by federal law (the “Debt Service Reserve Requirement”). There can be no assurance that the amounts on deposit in the Debt Service Reserve Fund will be available if needed for payment of the Series 2011 Bonds in the full amount of the Debt Service Reserve Requirement because (1) of fluctuations in the market value of the securities deposited therein, and/or (2) if funds are transferred to the Debt Service Fund, sufficient revenues may not be available in the Revenue Fund to replenish the Debt Service Reserve Fund to the Debt Service Reserve Requirement.

Determination of Taxability

There is no requirement that the Series 2011 Bonds be redeemed or the interest rates on the Series 2011 Bonds be adjusted, in the event of a determination by the Internal Revenue Service or a court of competent jurisdiction that the interest paid or to be paid on any Series 2011 Bond is or was includible in the gross income of the Owner of a Series 2011 Bond for federal income tax purposes. Such determination may, however, result in a breach of the Authority’s and the District’s tax covenants set forth in the Indenture and the Tax Compliance Agreement which may constitute an event of default under the Indenture. Likewise, the Indenture does not require the redemption of the Series 2011 Bonds or the adjustment of

- 19 - interest rates on the Series 2011 Bonds if the interest thereon loses its exemption from income taxes imposed by the State. It may be that Owners would continue to hold their Series 2011 Bonds, receiving principal and interest as and when due, but would be required to include such interest payments in gross income for Missouri and federal income tax purposes.

Potential Federal Legislation

Periodically legislation is proposed which, if enacted, could effectively result in additional income tax being imposed on certain owners of tax-exempt obligations, including the Series 2011 Bonds. The introduction or enactment of legislation impacting the excludability of interest on tax-exempt obligations, including the Series 2011 Bonds, could also affect the market value and liquidity of the Series 2011 Bonds. The likelihood of legislation that may impact the tax-exempt status of obligations such as the Series 2011 Bonds being proposed or enacted cannot be predicted. Prospective purchasers of the Series 2011 Bonds should consult with their own tax advisors regarding any federal income tax legislation, whether currently pending or proposed in the future.

Risk of Audit

The Internal Revenue Service (the “Service”) has established an ongoing program to audit tax- exempt obligations to determine whether interest on such obligations should be included in gross income for federal income tax purposes. No assurance can be given that the Service will not commence an audit of the Series 2011 Bonds. Owners of the Series 2011 Bonds are advised that, if an audit of the Series 2011 Bonds were commenced, in accordance with its current published procedures, the Service is likely to treat the Authority as the taxpayer, and the Owners of the Bonds may not have a right to participate in such audit. Public awareness of any audit could adversely affect the market value and liquidity of the Series 2011 Bonds during the pendency of the audit, regardless of the ultimate outcome of the audit.

Lack of Rating and Market for the Series 2011 Bonds

The Series 2011 Bonds have not received any credit rating by any recognized rating agency. The absence of any such rating could adversely affect the ability of holders to sell the Series 2011 Bonds or the price at which the Series 2011 Bonds can be sold. No assurance can be given that a secondary market for the Series 2011 Bonds will develop following the completion of the offering of the Series 2011 Bonds.

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- 20 - HISTORIC SALES AT THE CENTER

The chart below reflects historic sales data at Ward Parkway Center and is included in this Official Statement for illustrative purposes to provide information on potential future sales at the Center. Neither the District, the Authority nor the Underwriter make any representation regarding future sales at Ward Parkway Center. Remainder of Retailers Total Taxable Year Reporting Retailers1 (Non-Reporting)2 Sales 2007 $29,491,606 2008 29,112,156 2009 28,719,462 $48,764,288 $77,483,750 2010 30,916,887 49,706,573 80,623,460 2011 31,143,7503 55,573,2404 86,716,990

1 Reporting retailers refers to those that provide sales data to the Property Owner. Collection amounts do not include sales information for the following tenants of Ward Parkway Center that do not report sales information separately for the location at the Center: Target, 24 Hour Fitness, Petsmart, Pier One Imports, Sprint, Starbucks and Chick Fil-A.

2 Aggregate sales information for the non-reporting retailers provided by the City of Kansas City, Missouri Collector’s Office.

3 Trailing twelve month actual historic taxable sales for tenants currently open.

4 Trader Joe’s opened on July 15, 2011. Amounts based on actual 2010 sales and projected estimated sales for Trader Joe’s for a partial year. The estimated amount may vary from actual sales. See the section below captioned “PROJECTED AVERAGE LIFE OF THE SERIES 2011 BONDS” for projected redemption amounts for the Series 2011 Bonds based on projected sales at the Center.

Source: RED Development LLC

PROJECTED AVERAGE LIFE OF THE SERIES 2011 BONDS

Set forth below are charts, prepared by the Underwriter, setting forth the projected cumulative redemption of the Series 2011 Bonds maturing on October 1, 2032 and the Series 2011 Bonds maturing on October 1, 2041 and the projected average life of the Series 2011 Bonds maturing on October 1, 2032 and the Series 2011 Bonds maturing on October 1, 2041, taking into account the special mandatory redemptions of the Series 2011 Bonds of each maturity, given certain assumptions. THERE IS NO ASSURANCE THAT ACTUAL EVENTS WILL CORRESPOND WITH THE ASSUMPTIONS MADE. NO GUARANTY OR ASSURANCES MAY BE MADE THAT SUCH PROJECTIONS WILL CORRESPOND WITH THE RESULTS ACHIEVED IN THE FUTURE.

Case I for both maturities of the Series 2011 Bonds assumes that projected revenues will be received three months after the sales occur at the retail entities open for business in the Center. Case II for both maturities assumes that 74.074% of the projected revenues will actually be received. Both cases for each maturity assume (i) no interest earnings on the Debt Service Reserve Fund and (ii) payment of a portion of the final debt service payment on the Series 2011 Bonds will be made with moneys in the Debt Service Reserve Fund. Both cases for each maturity assume that all taxpayers will promptly pay their sales taxes and retailers in the Center will retain 2% of the amount of the taxes owed. Both cases for each maturity assume that the State retains a 1% collection fee for collecting and remitting the Sales Tax.

- 21 - BONDS MATURING ON OCTOBER 1, 2032

Case 1 Case 2 Redemption Cumulative Redemption Cumulative As of Amount Redemption Amount Redemption April 1, 2012 $ 70,000 $ 70,000 $ 30,000 $ 30,000 October 1, 2012 140,000 210,000 20,000 50,000 April 1, 2013 140,000 350,000 20,000 70,000 October 1, 2013 150,000 500,000 30,000 100,000 April 1, 2014 160,000 660,000 25,000 125,000 October 1, 2014 160,000 820,000 30,000 155,000 April 1, 2015 170,000 990,000 30,000 185,000 October 1, 2015 180,000 1,170,000 35,000 220,000 April 1, 2016 185,000 1,355,000 35,000 255,000 October 1, 2016 195,000 1,550,000 45,000 300,000 April 1, 2017 200,000 1,750,000 40,000 340,000 October 1, 2017 210,000 1,960,000 45,000 385,000 April 1, 2018 215,000 2,175,000 50,000 435,000 October 1, 2018 225,000 2,400,000 55,000 490,000 April 1, 2019 235,000 2,635,000 55,000 545,000 October 1, 2019 245,000 2,880,000 60,000 605,000 April 1, 2020 250,000 3,130,000 60,000 665,000 October 1, 2020 265,000 3,395,000 65,000 730,000 April 1, 2021 130,000 3,525,000 70,000 800,000 October 1, 2021 75,000 875,000 April 1, 2022 75,000 950,000 October 1, 2022 80,000 1,030,000 April 1, 2023 85,000 1,115,000 October 1, 2023 90,000 1,205,000 April 1, 2024 95,000 1,300,000 October 1, 2024 100,000 1,400,000 April 1, 2025 105,000 1,505,000 October 1, 2025 105,000 1,610,000 April 1, 2026 115,000 1,725,000 October 1, 2026 120,000 1,845,000 April 1, 2027 120,000 1,965,000 October 1, 2027 130,000 2,095,000 April 1, 2028 135,000 2,230,000 October 1, 2028 145,000 2,375,000 April 1, 2029 145,000 2,520,000 October 1, 2029 150,000 2,670,000 April 1, 2030 160,000 2,830,000 October 1, 2030 165,000 2,995,000 April 1, 2031 175,000 3,170,000 October 1, 2031 180,000 3,350,000 April 1, 2032 175,000 3,525,000 Average Life 5.359 years 13.629 years

- 22 - BONDS MATURING ON OCTOBER 1, 2041

Case 1 Case 2 Redemption Cumulative Redemption Cumulative As of Amount Redemption Amount Redemption October1,2012 - - - - April1.2103 - - - - October1,2013 - - - - April1,2014 - - - - October1,2014 - - - - April1.2015 - - - - October1,2015 - - - - April1,2016 - - - - October1,2016 - - - - April1,2017 - - - - October1,2017 - - - - April1,2018 - - - - October1,2018 - - - - April1,2019 - - - - October1,2019 - - - - April1,2020 - - - - October1,2020 - - - - April1,2021 $145,000 $145,000 - - October1,2021 285,000 430,000 - - April1,2022 290,000 720,000 - - October1,2022 310,000 1,030,000 - - April1,2023 320,000 1,350,000 - - October1,2023 340,000 1,690,000 - - April1,2024 345,000 2,035,000 - - October1,2024 365,000 2,400,000 - - April1,2025 375,000 2,775,000 - - October1,2025 395,000 3,170,000 - - April1,2026 405,000 3,575,000 - - October1,2026 425,000 4,000,000 - - April1,2027 445,000 4,445,000 - - October1,2027 460,000 4,905,000 - - April1,2028 1,310,000 6,215,000 - - October1,2028 - - April1,2029 - - October1,2029 - - April1,2030 - - October1,2030 - - April1,2031 - - October1,2031 - - April1,2032 $10,000 $10,000 October1,2032 195,000 205,000 April1,2033 200,000 405,000 October1,2033 215,000 620,000 April1,2034 220,000 840,000 October1,2034 230,000 1,070,000 April1,2035 240,000 1,310,000 October1,2035 250,000 1,560,000 April1,2036 260,000 1,820,000 October1,2036 275,000 2,095,000 April1,2037 280,000 2,375,000 October1,2037 295,000 2,670,000 April1,2038 305,000 2,975,000 October1,2038 320,000 3,295,000 April1,2039 335,000 3,630,000 October1,2039 345,000 3,975,000 April1,2040 360,000 4,335,000 October1,2040 375,000 4,710,000 April1,2041 385,000 5,095,000 October1,2041 1,120,000 6,215,000 Average Life 13.702 years 26.372 years

- 23 - THE PROJECT

Overview

The Project consists of the renovation and rehabilitation of Ward Parkway Center. For an aerial map of the Center and a map of the Center’s location in the Kansas City, Missouri area, see the inside cover pages of this Official Statement. The Property Owner contemplates completing the Project in two phases. The Property Owner anticipates that the first phase of the Project (“Phase I”) will consist of demolition of the former Dillard’s retail store and the parking structure located on the south side of the Center, reconstruction of a pad for future retail construction and a parking deck on the south side of the Center, replacement of roofs and dome repairs, parking lot renovations, HVAC replacements and other upgrades to the Center. The Property Owner has estimated the costs of the Phase I improvements to be approximately $13.7 million.

The Property Owner has substantially completed demolition of the parking structure near the former Dillard’s building. The Property Owner is conducting asbestos abatement in the Dillard’s building and will not commence demolition of the Dillard’s building until abatement is complete, which is anticipated to be December 31, 2011. See the section herein captioned “WARD PARKWAY CENTER – Environmental Assessment.” The Property Owner has completed certain of the Phase I improvements, including HVAC replacement, parking lot improvements, parking lot lighting and monument sign, and anticipates completing all of the Phase I improvements in 2013.

The Property Owner has not determined the timing for commencement and completion of the second phase of the Project (“Phase II”). The Property Owner anticipates that Phase II improvements will consist of architectural improvements to Ward Parkway Center, a new façade on the north end and construction of a new retail site on the south end of the Center. The Series 2011 Bonds will not pay for any of the costs of the Phase II improvements. If the Property Owner decides to move forward with the Phase II improvements, it may add to the outstanding balance due on the Subordinate Note (defined below) or it may request that the Authority issue Additional Bonds to cover the costs of the Phase II improvements. See the section herein captioned “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS – Additional Bonds.”

The Property Owner

The Property Owner, WP-SC, LLC, a Delaware limited liability company, is the owner of Ward Parkway Center. The Property Owner is a single-asset entity formed in March 2009 for the purpose of acquiring the Center partially through foreclosure and partially through deed in lieu of foreclosure and for owning and operating the Center. Cornerstone Real Estate Advisors, Chicago, Illinois, is acting as the real estate advisor to the Property Owner in connection with the Project.

The Construction and Financing Agreement

The Property Owner and the District have entered into a Construction and Financing Agreement dated May 18, 2011 (the “Construction Agreement”) pursuant to which the District agreed to undertake the design and construction of the Project and the Property Owner agreed to advance funds to the District to pay the costs of the Project in exchange for a promissory note of the District. The District has issued a note to the Property Owner (the “Subordinate Note”) in an amount not to exceed $25 million and currently outstanding in the principal amount of $1,500,000 to evidence the District’s obligation to reimburse the Property Owner for costs incurred in connection with the Project. A portion of the proceeds of the Series 2011 Bonds will be used to refund the outstanding principal amount of the Subordinate Note, plus accrued interest. The Property Owner will continue to hold the Subordinate Note after the issuance of the Series

- 24 - 2011 Bonds. Payment of both principal and interest on the Subordinate Note will be on a subordinate basis to payment of debt service on the Series 2011 Bonds. See the section herein captioned “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS, - Indenture Funds and Accounts.”

WARD PARKWAY CENTER

The information under this caption has been provided by the Property Owner and the Manager (defined below) and neither the Authority, the Underwriter nor the District makes any representation or warranty (express or implied) as to the accuracy or completeness of any information or any estimates, projections, assumptions or expressions of opinion set forth under this caption.

Overview

Ward Parkway Center is located in Kansas City, Missouri in Jackson County, generally within the boundaries of Stateline Road to the west, 85th Terrace to the north, Ward Parkway to the east, and 89th Street to the south. Anchored by Target, Trader Joe’s and Dick’s Sporting Goods, the Center encompasses approximately 736,904 square feet of leasable space. As described above under the discussion of the Project, the Property Owner is demolishing an existing Dillard’s building that consists of approximately 201,575 square feet. Upon completion of the demolition, occupancy of the remaining leasable space will be approximately 86%. Ward Parkway Center was constructed in phases over the past 50 years. The owners of the Center completed significant additions and renovations over the years. The Property Owner currently has leases with 40 retail and other entities.

In addition to the improvements to the Center resulting from the Project, AMC Theatres (“AMC”) recently announced plans for a significant renovation of the AMC Parkway 14 Theatre. AMC has operated a theatre at the Center for almost 50 years. AMC’s founder chose the Center as the location of the first multi-screen movie theatre in the world almost 50 years ago. AMC recently announced that it will invest more than $3 million to renovate the AMC Parkway 14 Theatre. Renovations will include conversion of every auditorium to digital projection and installing state-of-the-art speakers. AMC plans to renovate the theatre’s restrooms as well as make improvements to the box office and lobby area and to upgrade all seating in every theatre auditorium to leather recliners. AMC plans to leave the theatre open during renovations and expects to complete the renovation in early 2012.

The Manager and Leasing Agent

The Property Owner has entered into a property management agreement dated July 1, 2009 (the “Management Agreement”) with RED Asset Management, Inc., a Missouri corporation (the “Manager”), and RED Brokerage, LLC, a Missouri limited liability company (“Leasing Agent”), pursuant to which the Manager and the Leasing Agent agree to perform certain management and leasing services in connection with the Project. The Manager and the Leasing Agent are wholly owned by RED Development, LLC (“RED”).

RED, formed in 1995, develops, leases, manages, owns, and advises on shopping centers throughout the United States. The company has experience developing and consulting on a wide variety of commercial retail projects, including open-air regional shopping centers, better known as lifestyle centers, neighborhood grocery-anchored stores, regional power centers, mall re-development and mixed use projects. With mixed-use development opportunities, RED maximizes projects by combining retail with residential, office and/or hotels. RED also partners with home builders to provide convenient retail and dining destinations within master-planned communities. RED has 39 projects open, under construction or in development, totaling more than 22 million square feet.

- 25 - RED oversees the management of properties, both that it has developed and as third-party managers. RED is currently responsible for the management of 23 properties in 9 states, including Ward Parkway Center.

The Manager, a wholly-owned subsidiary of RED, provides services in Missouri, Kansas, Arizona, Wisconsin, and Nebraska. The Manager was incorporated in 2004 and currently has over 3,000,000 square feet of commercial property under its management. Properties being managed include the following:

Name Owner Size Type Location (Approx.)

Summit Woods R.E.D. Capital 735,000 Retail Lee’s Summit, Crossing Holdings of Lee’s Missouri Summit SPE, LLC

Legends Outlets Legends of KC, LP 1,200,000 Retail Kansas City, Kansas

Shadow Lake Towne Shadow Lake 880,000 Retail Papillion, Nebraska Center Towne Center, LLC

Shops at Norterra Norterra West, LLC 350,000 Retail Phoenix, Arizona

The Management Agreement

The initial term of the Management Agreement began on July 1, 2009 and ended on June 30, 2010. Unless written notice to terminate is given by either party to the other at least 30 days prior to the end of any subsequent annual term, the Management Agreement shall be automatically renewed for an additional one–year term. The Management Agreement was not terminated at the end of either the June 30, 2010 term or the June 30, 2011 term and therefore has been extended through June 30, 2012. Pursuant to the terms of the Management Agreement, the Property Owner, as the owner of the Center, appointed the Manager to manage, lease, promote, maintain and operate the Center and the Manager accepted such appointment.

The Management Agreement may be terminated and the obligations of the parties under the Management Agreement will cease upon the occurrence of the following:

(a) The Manager or the Property Owner may terminate the Management Agreement, without cause upon 30 days’ prior written notice served by such party upon the other party, which notice shall state such party’s intent to terminate the Management Agreement; or

(b) If any party defaults in the performance of any of its obligations under the Management Agreement, the parties not in default may terminate the Management Agreement, upon 10 days’ written notice to the defaulting parties; or

(c) The Management Agreement shall automatically terminate without notice upon the occurrence of any of the following events: (i) the filing by or against any party of an

- 26 - involuntary petition in bankruptcy or similar proceeding, (ii) the adjudication of a party as bankrupt or insolvent; (iii) the appointment of a receiver or trustee to take possession of all or substantially all of the assets of a party, (iv) a general assignment by a party for the benefit of creditors, or (v) any other action taken or suffered by a party under state or federal insolvency or bankruptcy law, or any comparable law which is now or hereafter may be in effect; or

(d) The Management Agreement may be terminated immediately upon the giving of notice by the Property Owner to the Manager and the Leasing Agent if (i) the Project is damaged or destroyed to the extent of 50% or more by fire or other casualty and the Property Owner elects not to restore or replace such property or (ii) there shall be a condemnation or deed in lieu thereof of 25% or more of the Project; or

(e) The Property Owner may effect an immediate termination of the Management Agreement without notice to any party and the Manager and the Leasing Agent shall upon termination no longer be entitled to any further compensation under the Management Agreement upon any of the following: (i) if the Manager or the Leasing Agent directs a prospective tenant for the Project to another property owned by the Manager or the Leasing Agent or an affiliate of the Manager or the Leasing Agent with the willful intention of getting such prospective tenant to go to another property instead of the Center, (ii) if the Manager or the Leasing Agent solicits an existing tenant of the Center with regard to the possibility of the tenant leasing space in any other property with the willful intent of getting such tenant to leave the Center, (iii) if the Manager or the Leasing Agent commingles any Center-related funds with any other funds of the Manager, or uses any Center assets for purposes unrelated to the Center, (iv) in the event of the Manager’s or the Leasing Agent’s fraud, gross negligence or willful misconduct in connection with the Management Agreement and/or in the performance of the Manager’s or the Leasing Agent’s duties and obligations under the Management Agreement, or (v) if the Manager or the Leasing Agent or any of their respective agents, representatives or employees commits any crime involving or relating to the Center and/or the Property Owner.

Environmental Assessment

PSI USA performed the environmental study on the existing Dillard’s building, which indicated the presence of asbestos in the building. Kingston Environmental Services, Inc., West Sacramento, California, is currently performing the asbestos abatement at the Dillard’s building. Demolition of the Dillard’s building will not begin until the asbestos abatement is completed. The Property Owner anticipates that the asbestos abatement will be completed in December 2011. The City building codes require environmental studies to determine the presence of any materials that may require abatement be performed before demolition or construction of any building. The Property Owner has completed environmental studies at other sites at the Center, in addition to the Dillard’s building, which have not indicated the presence of any material requiring abatement and will perform additional studies as necessary during the course of completing the Project.

The Engineer and the Architect

Soup Studios, Kansas City, Missouri has provided architectural services in connection with the Project. Soup Studios is a local Kansas City architectural firm founded in 2009. Soup Studios’ project experience includes providing architectural design services at two Kansas City Trader Joe’s locations and such services for other national and local retailers.

DLR Group, Overland Park, Kansas and Professional Services Industries, Inc., Kansas City, Kansas, have provided engineering services in connection with the Project. DLR Group is an

- 27 - architectural design firm that provides architecture, engineering, planning and interior design services to clients throughout the United Sates. DLR was found in 1966 and has 21 offices in the United States and an office in Shanghai, China.

Competition

The Property Owner has identified the following shopping centers as competitors of Ward Parkway Center:

Gross Leasable Distance Property Anchor Tenants Space from Center State Line Station Cost Plus, Super Target 310,770 7 miles Shopping Center Southmarket Shopping Lowe’s, Wal-Mart 632,170 6 miles Center

Metcalf Commons Kohl’s, Best Buy, Wal-Mart 367,245 8 miles Shopping Center

Source: RED Development, LLC.

Economic and Demographic Information

Household Income in Area Surrounding the Center

Income Indicator One Mile Radius Three Mile Radius Five Mile Radius

Ave Household Income $71,143 $83,881 $81,024 Median Household Income 57,834 66,924 63,002 Per Capita Income 34,460 38,639 36,608

All numbers represent estimated amounts for 2010.

Source: RED Development, LLC.

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- 28 - Home Values in Area Surrounding the Center Home Value One Mile Radius Three Mile Radius Five Mile Radius

$1,000,000 or more - 0.3% 0.5% $500,000 to $999,999 0.5% 2.9% 2.9% $400,000 to $499,999 3.7% 2.7% 1.9% $300,000 to $399,999 5.8% 4.9% 4.0% $200,000 to $299,999 11.1% 10.7% 10.4% $150,000 to $199,999 12.3% 17.7% 15.2% $100,000 to $149,999 14.5% 29.2% 30.9% $50,000 to $99,999 47.3% 25.1% 26.5% $25,000 to $49,999 4.5% 5.7% 6.5% $0 to $24,999 0.2% 0.7% 1.2%

Median Home Value $135,748 $156,729 $150,961

All numbers represent values for 2000.

Source: RED Development, LLC.

SUMMARY OF LEASES

Leases

The lease summaries shown below are not intended to be complete summaries of all potentially material terms of such documents. The leases require the tenants to maintain varying levels of public liability and property damage insurance although self–insurance is permitted under certain circumstances. Certain tenants under specific conditions (as such conditions are set forth in the applicable lease) may assign their interests in their leases without the consent of the Property Owner.

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- 29 - LEASES AT WARD PARKWAY CENTER

Actual/Anticipated Approximate Approximate Gross Tenant Opening Date Term Square Footage Permitted Use

Target Corporation August 12, 2002 January 31, 2023 with 4 118,000 For any lawful purposes subject to five-year renewal terms the exclusions and restrictions set forth in the lease

America Multi-Cinema, Inc. November 21, 1991 March 31, 2021 50,340 Primarily for use as a theatre and (AMC Theater) auditorium for presentation of motion pictures, telecasts and other audio- visual presentations

Cargo World April 1, 2010 November 30, 2011** 40,080 Retail sales of new, unused, overstock merchandise including furniture, apparel, toys, house wares, and electronics

24 Hour Fitness USA, Inc. March 3, 2002 20 years with 2 five-year 37,669 Operation of a full service fitness renewal terms center and retail sale of sports clothing and accessories and related products

Dick’s Sporting Goods, Inc. August 11, 2000 15 years with 3 five-year 34,990 Operation as a Dick’s Sporting renewal terms Goods store

The TJX Companies, Inc. March 12, 2003 20 years with 3 five-year 30,000 Retail sales (TJMaxx) renewal terms

Off Broadway Shoes, Inc. August 30, 2005 10 years with 1 five-year 22,472 Retail sales of footwear and fashion renewal term accessories

 Ground lease between Property Owner and Target. ** RED gave Cargo World notice to vacate and is presently negotiating lease terms with a new tenant that is a publicly traded company. Neither projected sales data for Cargo World nor any other retail entity that may lease the former Cargo World space were included in determining the par amount of the Series 2011 Bonds or in the projected redemption amounts for the Series 2011 Bonds under the section herein captioned “PROJECTED AVERAGE LIFE OF THE SERIES 2011 BONDS.” - 30 - Actual/Anticipated Approximate Approximate Gross Tenant Opening Date Term Square Footage Permitted Use

PetSmart Inc. October 13, 2005 10 years with 5 five-year 21,940 Retail sales of pets, food and renewal terms accessories related to pets, services related to pets, educational products and services

Trader Joe’s East, Inc. July 15, 2011 10 years with 4 five-year 16,000 Specialty retail grocery market (d/b/a Trader Joe’s) renewal terms Old Navy, LLC September 25, 2005 September 30, 2012, with 15,915 Any lawful retail purpose subject to automatic renewal existing restrictions and prohibited uses

Pier 1 Imports (U.S.), Inc. January 14, 2003 10 years with 3 five-year 10,863 Retail sales of merchandise and for renewal terms other lawful purposes consistent with the majority of other Pier 1 stores

Career Education Systems of November 4, 1992 February 2013 6,272 Operation as classrooms for Kansas City, Inc. continuing education services and general office purposes related thereto

Lane Bryant 6405, LLC June 11, 2005 10 years with 2 five-year 5,646 Retail sales of large-size women’s renewal terms clothing, apparel, and accessories

Catherine’s 5742, Inc. April 20, 2003 10 years with 2 five-year 4,500 Retail sales of women’s, men’s and renewal terms children’s apparel, accessories, and shoes

Verizon Wireless LLC Landlord improvements 7 years with 1 five-year 4,415 Furnishing of wireless under construction renewal term communication services and sale and servicing of wireless communications equipment and related accessories

Sports Nutz, Inc. February 15, 2010 February 29, 2012 4,294 Retail sales of licensed sports apparel and licensed sports related merchandise

WPFGB, LLC March 29, 2010 10 years with 2 five-year 4,107 Operation as a typical “Five Guys” (Five Guys Burgers and Fries) renewal terms restaurant serving food and beverages

- 31 - Actual/Anticipated Approximate Approximate Gross Tenant Opening Date Term Square Footage Permitted Use

Chick-fil-A, Inc. March 7, 2006 15 years with 3 five-year 3,931 Operated as a Chick-fil-A Restaurant renewal terms in the manner that the majority of Chick-fil-A restaurants are operated

Visionary Properties, Inc. and Eye December 7, 1999 10 year term with 1 3,629 For eye care purposes, including eye Care Centers of America five-year renewal term exams and sale of eyeglasses and related accessories

Garry Gribble’s Running Sports, September 1, 1994 August 31, 2014 3,263 Retail sales of athletic apparel, shoes, LLC accessories and related equipment

Sprint Spectrum L.P. August 12, 2005 10 years 3,006 Retail sales of wireless and wire-line communication devices, and related accessories and services

Bath & Body Works, Inc. August 14, 2000 Month-to-month 2,771 Specializes in lotions, bath items, personal care items and home fragrances

Foot Locker Retail, Inc. July 7, 1987 Month-to-month 2,656 Basketball shoes, casual shoes, sneakers, running shoes, and other footwear

Payless ShoeSource, Inc. July 1, 1994 January 31, 2012 2,424 Retail sales of footwear and handbags

Paul Hocevar December 7, 2002 June 30, 2012 1,877 Retail sales of Native American (d/b/a Indian Creek Trading goods, gift items, vintage and Company) costume jewelry Hometown Hearing & Audiology January 1, 2010 Expiring 12/31/11; 1,521 Operation of a hearing center store, currently negotiating to retail sale of hearing aid equipment relocate in Center

Chunn Tailor Shop May 7, 2005 7/30/2012 1,412 Operation of a shoe repair, alteration (d/b/a Chunn Tailor and Shoe and tailoring business and receipt and Repair) delivery of laundered clothing

 Pad site subject to a Ground Lease dated 9/3/04 between Property Owner and Chick-Fil-A. - 32 - Actual/Anticipated Approximate Approximate Gross Tenant Opening Date Term Square Footage Permitted Use

Nail Perfection, Inc. January 14, 2005 4 years with 1 ten-year 1,350 Operation of a nail salon renewal term

Starbucks Corporation October 26, 2002 10 years with 2 five-year 1,300 Sales of coffee beans, coffee, coffee renewal terms products, food items, books and newspapers

Fred Meyer Jewelers, Inc. May 8, 2002 10 years 1,266 Retail sales of fine jewelry and watches, silverware, china, crystal, and glassware

General Nutrition Corporation March 26, 1993 November 30, 2014 with 1 1,231 Retail sales of exercise clothing, (GNC) five-year renewal term exercise equipment, supplements, health food, natural beauty aids

Carlene Date Connection June 1, 2007 License – 5 one-year terms 1,204 Operation as a shoe repair, alteration and tailoring business, and receipt and delivery of laundered clothes

David Denny December 7, 1999 6 years with 1 ten-year 931 Operation of an insurance office renewal term

Claire’s Boutiques, Inc. December 7, 1999 Month-to-month 792 Retail sales of accessories including costume jewelry, handbags, hats, stockings, , private label fragrances, incidental sale of teen home and gift accessories

APT Kansas City, Inc. August 7, 1999 3 years with 3 five-year 150 Retail sales of wireless (T-Mobile) renewal terms telecommunications products and accessories; includes cell tower lease

Brow Threading August 1, 2011 July 31, 2012 --- Facial hair threading

CCN, LLC (d/b/a/ June 1, 2011 May 31, 2012 --- Sales of Green Smoke Electronic Greensmoke/gsmo)* Cigarettes and accessories

 Square footage not provided because each operates as a kiosk. - 33 - Actual/Anticipated Approximate Approximate Gross Tenant Opening Date Term Square Footage Permitted Use

Chunn Tailor Shop (d/b/a Chunn September 1, 2006 License – Coterminous --- Purpose of placing its identification Tailor and Shoe Repair) with above-referenced on panel Chunn Tailor Shop Lease – 7/30/2012

Design Jewelry, LLC* June 1, 2006 2/29/12 --- Retail sales of metal, precious, semi- precious stones, watches, jewelry repair

Exclusively For You, LLC* September 19, 2009 April 30, 2012 --- Retail sales of hats and accessories

FP&C Consultants * January 1, 2004 License – 4 one year terms --- Purpose of storage

McGonigle’s Food Store* August 1, 2008 License – 3 one year terms --- Purpose of shipping, receiving and storage of frozen goods associated with their meat market

MD Ruhl Amin February 1, 2007 January 31, 2012 --- Retail sales of dog tags and (d/b/a Cool Gifts)* accessories, cell phone covers, sunglasses, purses, belts, buckles, t-shirts, video games and roller shoes

X-Cell Accessories February 1, 2007 January 31, 2012 --- Cell phone accessories

Miracle Message October 31, 2011 December 31, 2011 --- Retail sales to Palm Messenger 1, Palm Messenger 2, Ear Messenger, message shoes and message packs, power band ion bracelets, reusable warmers, heating pads

MO Ruhl Amin (d/b/a Solareyes) October 3, 2011 December 31, 2011 --- Selling Flying Bark toys and battery operated holiday children’s toys

- 34 - ABSENCE OF LITIGATION

The Authority

There is no litigation or other proceedings pending or threatened against the Authority in or before any court or administrative body contesting the due organization and valid existence of the Authority or the validity, due authorization and execution of the Series 2011 Bonds or any of the Indenture, the Financing Agreement, or the Tax Compliance Agreement, attempting to limit, restrain, enjoin or otherwise restrict or prevent the issuance or delivery of the Series 2011 Bonds or the Authority from functioning and collecting payments under the Financing Agreement or from performing its obligations under the Indenture, the Financing Agreement and the Tax Compliance Agreement or questioning or affecting the validity of the Series 2011 Bonds or the proceedings or authority under which they are to be issued.

The District

There is no controversy, suit or other proceeding of any kind pending or, to the District’s knowledge, threatened, wherein or whereby any question is raised or may be raised, questioning, disputing or affecting in any way the legal organization of the District or its boundaries, or the right or title of any of its directors to their respective offices, the imposition of the Sales Tax, or the legality of any official act shown to have been done in connection with the issuance of the Series 2011 Bonds, or the constitutionality or validity of the Series 2011 Bonds, or any of the proceedings had in relation to the authorization, issuance or sale thereof.

LEGAL MATTERS

Legal matters incident to the authorization, issuance and sale of the Bonds are subject to the approving legal opinion of King Hershey, PC, Kansas City, Missouri, Bond Counsel, whose approving opinion will be delivered with the Series 2011 Bonds. The expected form of such opinion is attached as Appendix B hereto. Certain legal matters will be passed upon for the Authority by the City Attorney’s Office for the City of Kansas City, Missouri. Certain legal matters will be passed upon for the Property Owner and the District by Polsinelli Shughart PC, Kansas City, Missouri and for the Underwriter by Thompson Coburn LLP, St. Louis, Missouri.

The legal opinions to be delivered concurrently with the delivery of the Series 2011 Bonds express the professional judgment of the attorneys rendering the opinions as to the legal issues explicitly addressed therein. By rendering a legal opinion, the opinion giver does not become an insurer or guarantor of that expression of professional judgment, of the transactions opined upon or of the future performance of parties to such transaction, and the rendering of an opinion does not guarantee the outcome of any legal dispute that may arise out of the transaction.

TAX MATTERS

Opinion of Bond Counsel

Federal Tax Exemption. In the opinion of King Hershey, PC, Kansas City, Missouri, Bond Counsel, under existing law, the interest on the Series 2011 Bonds (including original issue discount properly allocable to an owner thereof) is excludable from gross income for federal income tax purposes and is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and

-35- corporations. It should be noted, however, that for the purpose of computing the alternative minimum tax imposed on certain corporations (as defined for federal income tax purposes), such interest is taken into account in determining adjusted current earnings. The opinions set forth in this paragraph are subject to the condition that the Authority and the District comply with all requirements of the Code that must be satisfied subsequent to the issuance of the Series 2011 Bonds in order that interest thereon be, or continue to be, excludable from gross income for federal income tax purposes. The Authority and the District have covenanted to comply with each such requirement. Failure to comply with certain of such requirements may cause the inclusion of interest on the Series 2011 Bonds in gross income for federal income tax purposes retroactive to the date of issuance of the Series 2011 Bonds. The Series 2011 Bonds have not been designated as “qualified tax-exempt obligations” within the meaning of Section 265(b)(3) of the Code.

Missouri Tax Exemption. The interest on the Series 2011 Bonds is exempt from income taxation by the State of Missouri.

No Other Opinions. Bond Counsel expresses no opinion regarding other federal, state or local tax consequences arising with respect to the Series 2011 Bonds.

Original Issue Discount. In the opinion of Bond Counsel, subject to the conditions set forth above, the original issue discount in the selling price of any Series 2011 Bond sold in the initial offering to the public at a price less than the par amount thereof (hereinafter referred to as the “OID Bonds”), to the extent properly allocable to each owner of such OID Bond, is excludable from gross income for federal income tax purposes with respect to such owner. Original issue discount is the excess of the stated redemption price at maturity of an OID Bond over the initial offering price to the public (excluding underwriters and intermediaries) at which price a substantial amount of the OID Bonds of that maturity were sold. Under Section 1288 of the Code, original issue discount on tax-exempt bonds accrues on a compound basis. For an owner who acquires an OID Bond in this offering, the amount of original issue discount that accrues during any accrual period generally equals: (1) the issue price of such OID Bond plus the amount of original issue discount accrued in all prior accrual periods; multiplied by (2) the yield to maturity on such OID Bond (determined on the basis of compounding at the close of each accrual period and properly adjusted for the length of the accrual period); less (3) any interest payable on such OID Bond during such accrual period. The amount of original issue discount so accrued in a particular accrual period will be considered to be received ratably on each day of the accrual period, will be excludable from gross income for federal income tax purposes, and will increase the owner’s tax basis in such OID Bond. Prospective investors should consult with their own tax advisors concerning the calculation and accrual of original issue discount.

Other Tax Consequences

Prospective purchasers of the Series 2011 Bonds should be aware that there may be tax consequences of purchasing the Series 2011 Bonds other than those discussed under “TAX MATTERS - Opinion of Bond Counsel,” including the following:

(1) Section 265 of the Code denies a deduction for interest on indebtedness incurred or continued to purchase or carry the Series 2011 Bonds, except with respect to certain financial institutions (within the meaning of Section 265(b)(5) of the Code);

(2) with respect to insurance companies subject to the tax imposed by Section 831 of the Code, Section 832(b)(5)(B)(i) reduces the deduction for loss reserves by 15 percent of the sum of certain items, including interest on the Series 2011 Bonds;

-36- (3) interest on the Series 2011 Bonds earned by certain foreign corporations doing business in the United States could be subject to a branch profits tax imposed by Section 884 of the Code;

(4) passive investment income, including interest on the Series 2011 Bonds, may be subject to federal income taxation under Section 1375 of the Code for Subchapter S corporations that have Subchapter C earnings and profits at the close of the taxable year, if more than 25% of the gross receipts of such Subchapter S corporation is passive investment income; and

(5) Section 86 of the Code requires recipients of certain Social Security and certain Railroad Retirement benefits to take into account, in determining gross income, receipts of accruals of interest on the Series 2011 Bonds.

Bond Counsel expresses no opinion regarding these tax consequences. Purchasers of Series 2011 Bonds should consult their own tax advisors as to the applicability of these tax consequences.

UNDERWRITING

Stifel, Nicolaus & Company, Incorporated (the “Underwriter”) has agreed, subject to certain conditions, to purchase the Series 2011 Bonds from the Authority at an aggregate purchase price of $9,430,175.00 (which takes into account an original issue discount of $41,975.00 and an Underwriter’s discount of $267,850.00). The Underwriter will be obligated to accept delivery and pay for all of the Series 2011 Bonds if any are delivered.

The Series 2011 Bonds are being purchased by the Underwriter from the Authority in the normal course of the Underwriter’s business activities. The Underwriter intends to offer the Series 2011 Bonds to the public at a price not in excess of the offering price set forth on the cover page of this Official Statement. The Underwriter may allow concessions from the public offering price to certain dealers, banks and others. After the initial public offering, the public offering price may be varied from time to time by the Underwriter.

CERTAIN RELATIONSHIPS

King Hershey, PC, Bond Counsel, has represented the Underwriter in matters unrelated to the issuance of the Series 2011 Bonds, but is not representing the Underwriter in connection with the issuance of the Series 2001 Bonds.

The members of the Board of Directors of the District are all employees of the Manager.

NO RATINGS

The Authority has not applied to Standard & Poor’s, Moody’s Investors Service, Inc. or any other similar rating service for a rating of the Series 2011 Bonds.

-37- MISCELLANEOUS

Information set forth in this Official Statement has been furnished or reviewed by certain officials of the Authority, the District and other sources, as referred to herein, which are believed to be reliable. Any statements made in this Official Statement involving matters of opinion, estimates or projections, whether or not so expressly stated, are set forth as such and not as representations of fact, and no representation is made that any of the estimates or projections will be realized. The descriptions contained in this Official Statement of the Series 2011 Bonds do not purport to be complete and are qualified in their entirety by reference thereto.

[Remainder of page intentionally left blank]

-38- The form of this Official Statement, and its distribution and use, has been approved by the District and the Authority. Neither the District, the Authority nor any of their officials or employees, in either their official or personal capacities, has made any warranties, representations or guarantees regarding the financial condition of the District or the Authority or the District’s or Authority’s ability to make payments required of either of them; and further, neither the District, the Authority nor their officials or employees assume any duties, responsibilities or obligations in relation to the issuance of the Series 2011 Bonds other than those either expressly or by fair implication imposed on the District and the Authority.

WARD PARKWAY CENTER COMMUNITY IMPROVEMENT DISTRICT

By: /s/ Tonya Callaway Chairman

THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF KANSAS CITY, MISSOURI

By: /s/ Fredrick Riesmeyer, II Fredrick Riesmeyer, II, Chairman

-39- (THIS PAGE LEFT BLANK INTENTIONALLY) APPENDIX A

DEFINITIONS AND SUMMARY OF THE INDENTURE AND THE FINANCING AGREEMENT; CONTINUING DISCLOSURE (THIS PAGE LEFT BLANK INTENTIONALLY) APPENDIX A

Definitions and Summary of the Indenture and the Financing Agreement; Continuing Disclosure

DEFINITIONS OF WORDS AND TERMS

In addition to terms defined elsewhere in this Official Statement, the following are definitions of certain terms used in the Indenture, the Financing Agreement, the Continuing Disclosure Agreement and this Official Statement. Reference is hereby made to the Indenture, the Financing Agreement and the Continuing Disclosure Agreement for complete definitions of all terms.

“Account” means any account created within any Fund created in the Indenture.

“Additional Bonds” means any Bonds issued in accordance with the Indenture.

“Authority” means The Industrial Development Authority of the City of Kansas City, Missouri, a public corporation duly organized under Chapter 349 of the Revised Statutes of Missouri, as amended and supplemented, and its successors and assigns.

“Authorized Authority Representative” means the Executive Director of the Authority or such person or persons at the time designated to act on behalf of the Authority in matters not requiring legislative authorization relating to the Bonds and the Indenture as evidenced by a written certificate furnished to the Trustee containing the specimen signature of such person or persons and signed on behalf of the Authority by its Executive Director. Such certificate may designate an alternate or alternates each of whom shall be entitled to perform all duties of the Authorized Authority Representative.

“Authorized Denominations” means $5,000 or any integral multiples thereof.

“Authorized District Representative” means the Chairman of the District or the person or persons at the time designated to act on behalf of the District in matters not requiring legislative authorization relating to the Bonds as evidenced by a written certificate furnished to the Trustee containing the specimen signature of such person or persons and signed on behalf of the District by its Chairman. Such certificate may designate an alternate or alternates each of whom shall be entitled to perform all duties of the Authorized District Representative. For the purpose of investing the Bond proceeds, the Authorized District Representative shall be the District Treasurer or his/her designee.

“Available Revenues” means all District Revenues appropriated by the District in accordance with the Financing Agreement for deposit to the Revenue Fund and all moneys on deposit from time to time (including investment earnings thereon) in the Revenue Fund.

“Beneficial Owner” shall mean, whenever used with respect to a Bond, the Person in whose name such Bond is recorded as the beneficial owner of such Bond by a Participant on the records of such Participant, or such Person’s subrogee.

“Bond Counsel” means King Hershey, PC, Kansas City, Missouri, or an attorney at law or a firm of attorneys acceptable to the Authority of nationally recognized standing in matters pertaining to the tax- exempt nature of interest on obligations issued by states and their political subdivisions duly admitted to the practice of law before the highest court of any state of the United States of America or the District of Columbia.

A-1 “Bond Register” means the register and all accompanying records kept by the Registrar evidencing the registration, transfer, and exchange of Bonds. A separate Bond Register shall be maintained by the Registrar for the Bonds and any other subsequently issued Series of Bonds.

“Bond Resolution” means the resolution of the Authority adopted on November 22, 2011, approving the Financing Agreement, the Indenture, and issuance of the Series 2011 Bonds.

“Bonds” means the Series 2011 Bonds and any Additional Bonds, as the context may require, issued by the Authority pursuant to and subject to the Indenture.

“Business Day” means a day other than (a) a Saturday, Sunday, or legal holiday, (b) a day on which banking institutions located in any city in which the principal corporate trust office or designated payment office of the Trustee is located are required or authorized by law to remain closed.

“CID Act” means Sections 67.1401 to 67.1571, inclusive, of the Revised Statutes of Missouri, as amended.

“City” means the City of Kansas City, Missouri, a constitutional charter city and political subdivision organized and existing under its charter and the constitution and laws of the State.

“City Council” means the City Council of the City.

“Code” means the Internal Revenue Code of 1986, as amended, and the applicable regulations, temporary regulations and proposed regulations thereunder.

“Consultant” means an independent planning consultant or firm having a favorable reputation for skill and experience in the preparation of management studies and financial feasibility studies in connection with development projects, selected by the District and acceptable to the Authority for the purpose of carrying out the duties imposed on the Consultant by the Indenture.

“Construction Agreement” means the Construction and Financing Agreement between the District and the Property Owner dated as of May 18, 2011, as may be amended from time to time.

“Costs of Issuance” means all costs reasonably incurred by the Authority in furtherance of the issuance of Bonds, including without limitation, the fees and expenses of financial advisors and consultants, the Authority’s attorneys (including issuer’s counsel and Bond Counsel), the Authority’s administrative fees and expenses, Underwriter’s counsel, underwriters’ discounts and fees, if any, the costs of printing any Bonds and any official statements relating thereto, the costs of credit enhancement, if any, and the fees of any rating agency rating any Bonds.

“Debt Service Fund” means the fund by that name created in the Indenture.

“Debt Service Reserve Fund” means the fund by that name created in the Indenture.

“Debt Service Reserve Requirement” means, with respect to the Series 2011 Bonds, the sum of $974,000.00, which is a sum equal to the least of (i) ten percent (10%) of the original aggregate principal amount of the Series 2011 Bonds, (ii) the maximum annual debt service on the Series 2011 Bonds in any future Fiscal Year, or (iii) one hundred twenty-five (125%) of the average future annual debt service on the Series 2011 Bonds, plus with respect to any Series of Additional Bonds, the amount specified in the

A-2 Supplemental Indenture authorizing such Series of Additional Bonds; provided, further, that if the Trustee shall receive an opinion of Bond Counsel to the effect that the Debt Service Reserve Requirement must be reduced in order that the amounts on deposit in the Debt Service Reserve Fund may continue to be invested without yield restriction under the Code, the amounts held in the Debt Service Reserve Fund shall be reduced in conformity with such opinion.

“District” means the Ward Parkway Center Community Improvement District, a political subdivision of the State of Missouri formed by the City pursuant to the CID Act.

“District Area” means the area encompassing an existing retail center located in Kansas City, Missouri, between Stateline Road on the west and Ward Parkway on the east, and generally from West 85th Terrace on the north to West 89th Street on the south.

“District Revenues” means all revenues actually collected, pursuant to the CID Act, from the imposition of the Sales Tax; provided that District Revenues shall not include (a) that percentage (currently 1%) of the gross revenues generated by the Sales Tax, which the State of Missouri Department of Revenue (or other collection agency) may retain for the cost of collecting the Sales Tax, (b) any amount paid under protest until the protest is withdrawn or resolved against the taxpayer, (c) any sum received by the District which is the subject of a suit or other claim communicated to the District which suit or claim challenges the collection of such sum, and (d) fees and expenses of the Authority payable by the District pursuant to the Financing Agreement.

“Event of Default” means any event or occurrence as defined in the Indenture.

“Financing Agreement” means the Financing Agreement dated as of the date of the Indenture by and between the Authority and the District, as from time to time supplemented or amended in accordance with the terms thereof.

“Fiscal Year” means the fiscal year of the District in accordance with the CID Act, which as of the execution of the Indenture commences on May 1 and ends on April 30 for each year.

“Formation Ordinance” means Ordinance No. 110334 adopted by the City Council on May 5, 2011 approving the Petition, establishing the District and determining the District Area to be a blighted area in accordance with the CID Act.

“Funds” means the Debt Service Fund, Debt Service Reserve Fund, the Revenue Fund, the Project Fund, the Rebate Fund, and the Subordination Note Fund created in the Indenture.

“Government Obligations” means direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America.

“IDA Act” means the Industrial Development Corporations Act, Sections 349.010 to 349.100, inclusive, of the Revised Statutes of Missouri, as amended.

“Immediate Notice” means notice given no later than the close of business on the date required by the provisions of the Indenture by telephone, telex, telecopier, or other telecommunication device to such phone numbers or addresses as are specified in the Indenture or such other phone number or address as the addressee shall have directed in writing, promptly followed by written notice by first-class mail postage prepaid to such addressees.

A-3 “Indenture” means the Trust Indenture dated as of December 1, 2011 by and between the Authority and the Trustee, as from time to time supplemented or amended in accordance with the Indenture.

“Interest Payment Date” means each April 1 and October 1 commencing April 1, 2012.

“Investment Securities” means any of the following securities purchased in accordance with the Indenture, if and to the extent the same are at the time legal for investment of the funds being invested:

(a) Government Obligations;

(b) bonds, notes, or other obligations of the State, or any political subdivision of the State, that at the time of their purchase are rated in either of the two highest rating categories by a nationally recognized rating service;

(c) repurchase agreements with any bank, bank holding company, savings and loan association, trust company, or other financial institution organized under the laws of the United States of America or any state, that are continuously and fully secured by any one or more of the securities described in clause (a) or (b) above and have a market value, exclusive of accrued interest, at all times at least equal to the principal amount of such repurchase agreement and are held in a custodial or trust account for the benefit of the Authority;

(d) obligations of the Federal National Mortgage Association, the Government National Mortgage Association, the Federal Financing Bank, the Federal Intermediate Credit Corporation, Federal Banks for Cooperatives, Federal Land Banks, Federal Home Loan Banks, Farmers Home Administration and Federal Home Loan Mortgage Corporation;

(e) certificates of deposit or time deposits, whether negotiable or nonnegotiable, issued by any bank or trust company organized under the laws of the United States of America or any state, provided that such certificates of deposit or time deposits shall be either (1) continuously and fully insured by the Federal Deposit Insurance Corporation, or (2) continuously and fully secured by such securities as are described above in clauses (a) through (c) above, inclusive, which shall have a market value, exclusive of accrued interest, at all times at least equal to the principal amount of such certificates of deposit or time deposits;

(f) money market mutual funds rated in the top two categories by a nationally recognized rating agency; and

(g) any other securities or investments that are lawful for the investment of moneys held in such funds or accounts under the laws of the State.

“Maturity Date” when used with respect to any Bond means the date on which the principal of such Bond becomes due and payable as therein and in the Indenture provided.

“Nominee” shall mean the Securities Depository’s partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of the Securities Depository with respect to the Bonds.

A-4 “Opinion of Counsel” means a written opinion of an attorney or firm of attorneys addressed to the Trustee and acceptable to the Trustee, which attorney or firm of attorneys may (except as otherwise expressly provided in the Indenture) be counsel to the District, the Authority, or the Trustee.

“Outstanding” means, when used with reference to the Bonds, as of a particular date, all Bonds theretofore authenticated and delivered under the Indenture except:

(a) Bonds theretofore cancelled by the Trustee or delivered to the Trustee for cancellation;

(b) Bonds which are deemed to have been paid in accordance with the Indenture;

(c) Bonds alleged to have been mutilated, destroyed, lost, or stolen which have been paid as provided in the Indenture; and

(d) Bonds in exchange for or in lieu of which other Bonds have been authenticated and delivered pursuant to the Indenture.

“Owner” or “Registered Owner” means, when used with respect to any Bond, the present holder of any such Bond as registered upon the Bond Register maintained by the Registrar.

“Participant” means any broker-dealer, bank or other financial institution for which the Securities Depository holds Bonds as securities depository.

“Paying Agent” means the Trustee and any other bank or trust institution organized under the laws of any state of the United States of America or any national banking association designated by the Indenture as paying agent for the Bonds at which the principal of and interest on such Bonds shall be payable.

“Person” means any natural person, firm, partnership, association, corporation, or public body.

“Petition” means the Petition for Establishment of Ward Parkway Center Community Improvement District dated March 7, 2011.

“Project” means the formation and operation of the District and improvements consisting of the demolition and removal, renovation, reconstruction and/or rehabilitation of certain buildings and structures within the District and the remediation of the blighted conditions within the District Area.

“Project Costs” shall have the meaning ascribed to such term in the Financing Agreement, including all additions to, and improvements, extensions, alterations, expansions or modifications of the Project or any part thereof, refunding all of the Bonds of any Series then Outstanding or for any other purpose permitted by the CID Act and the IDAAct financed with the proceeds of the Bonds pursuant to the Indenture. The proceeds of the Series 2011 Bonds will be used to pay a portion of the costs of forming and operating the District and the Projects Costs for Phase I of the Project as shown on Exhibit A to the Financing Agreement (“Project Phase I”).

“Project Fund” means the fund by that name created in the Indenture.

“Property Owner” means WP-SC, LLC, a limited liability company, duly organized and existing under the laws of the State of Delaware, its successors and permitted assigns.

A-5 “Record Date” shall mean, with respect to any Interest Payment Date for any Series of Bonds, the fifteenth day (whether or not a Business Day) of the month next preceding each Interest Payment Date.

“Registrar” means the Trustee when acting as such under the Indenture.

“Representation Letter” shall mean the Blanket Letter of Representation from the Authority and the Trustee to the Securities Depository with respect to the Bonds.

“Rebate Fund” means the fund by that name created in the Indenture.

“Revenue Fund” means the fund by that name created in the Indenture

“Sales Tax” means a sales and use tax imposed by the District of one percent (1%).

“Securities Depository” shall mean The Depository Trust Company, New York, New York, and its successor or successors and any other association or corporation which at any time may be substituted in its place pursuant to and at the time serving as the Securities Depository.

“Series” means all of the Bonds delivered on original issuances in a simultaneous transaction and identified pursuant to the Indenture or pursuant to a Supplemental Indenture authorizing the issuance of such Bonds as a separate Series, and any Bonds thereafter delivered in lieu of or in substitution for such Bonds pursuant to the Indenture, regardless of variations in maturity, interest rate, or other provisions. If a Series of Bonds is sold in installments, Series shall mean all of the Bonds of such installment.

“Series 2011 Bonds” means the $9,740,000 aggregate principal amount of Sales Tax Revenue Bonds, The Industrial Development Authority of the City of Kansas City, Missouri (Ward Parkway Center Community Improvement District Project), Series 2011 issued pursuant to the Indenture.

“State” means the State of Missouri.

“Subordinate Note” means the Ward Parkway Center Community Improvement District, State of Missouri, County of Jackson, Community Improvements Sales Tax Revenue Note (Series 2011) dated May 18, 2011, issued by the District to finance Project Costs, as amended and restated by the Amended and Restated Ward Parkway Center Community Improvement District, State of Missouri, County of Jackson, Community Improvements Sales Tax Revenue Note (Series 2011) dated December 1, 2011, and as may be amended from time to time, which note is subordinate to the Bonds.

“Supplemental Indenture” means any supplemental indenture entered into pursuant to the Indenture.

“Tax Compliance Agreement” means (a) with respect to the Series 2011 Bonds, the Tax Compliance Agreement dated as of the date of the Indenture by and among the District, the Authority, and the Trustee, and (b) with respect to any other Series of Bonds or Additional Bonds, the tax compliance agreement by and among the District, the Authority, and the Trustee with respect to such Series or Additional Bonds.

“Treasurer” means the Treasurer of the District.

A-6 “Trust Estate” means the Trust Estate described in the granting clauses of the Indenture.

“Trustee” means BOKF, N.A., doing business as Bank of Kansas City, Corporate Trust Services, Kansas City, Missouri, and its successor or successors and any other association or corporation which at any time may be substituted in its place pursuant to and at the time serving as trustee under the Indenture.

“Underwriter” means Stifel, Nicholas & Company, Incorporated, the initial purchaser of the Series 2011 Bonds, and its successors or assigns.

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A-7 SUMMARY OF TRUST INDENTURE

The following is a summary of certain provisions contained in the Trust Indenture. The following is not a comprehensive description, however, and is qualified in its entirety by reference to the Trust Indenture for a complete recital of the terms thereof.

Pledge and Assignment of Trust Estate To declare the terms and conditions upon which Bonds are to be authenticated, issued and delivered and to secure the payment of all of the Bonds issued and Outstanding under the Indenture from time to time according to their tenor and effect and to secure the performance and observance by the Authority of all the covenants, agreements and conditions contained in the Indenture and in the Bonds, and in consideration of the premises, the acceptance by the Trustee of the trusts created by the Indenture, and the purchase and acceptance of the Bonds by the Owners thereof, the Authority transfers in trust, pledges and assigns to the Trustee, and grants a security interest to the Trustee in, the following described property (said property referred to as the “Trust Estate”):

(a) All right, title, and interest of the Authority in, to and under the Financing Agreement and all District Revenues as derived by the District and pledged to the Authority, subject to annual appropriation by the District, under and pursuant to and subject to the provisions of the Financing Agreement or otherwise (including, but not limited to, the right to enforce any of the terms of the Financing Agreement; provided, however, the Authority's rights to payment of its fees and expenses, to indemnification and as otherwise expressly set forth in the Financing Agreement are specifically excepted and reserved to the Authority), and excluding any payments made by the Trustee or the District to meet the rebate requirements of Section 148(f) of the Code); and

(b) All moneys and securities from time to time held by the Trustee under the terms of the Indenture (except moneys and securities held in the Rebate Fund) and any and all other property (real, personal, or mixed) of every kind and nature from time to time, by delivery or by writing of any kind, pledged, assigned, or transferred as and for additional security under the Indenture by the Authority or by anyone in its behalf or with its written consent, to the Trustee, which is hereby authorized to receive any and all such property at any and all times and to hold and apply the same subject to the terms of the Indenture.

Creation of Funds and Accounts The Indenture creates and establishes in the custody of the Trustee the following special trust funds in the name of the Authority:

(a) Revenue Fund for the Sales Tax Revenue Bonds, The Industrial Development Authority of the City of Kansas City, Missouri (Ward Parkway Center Community Improvement District Project) Series 2011;

(b) Debt Service Fund for the Sales Tax Revenue Bonds, The Industrial Development Authority of the City of Kansas City, Missouri (Ward Parkway Center Community Improvement District Project) Series 2011, which shall contain: (i) a Principal and Interest Account; and (ii) a Capitalized Interest Account;

A-8 (c) Debt Service Reserve Fund for the Sales Tax Revenue Bonds, The Industrial Development Authority of the City of Kansas City, Missouri (Ward Parkway Center Community Improvement District Project) Series 2011;

(d) Project Fund for the Sales Tax Revenue Bonds, The Industrial Development Authority of the City of Kansas City, Missouri (Ward Parkway Center Community Improvement District Project) Series 2011, which shall contain a (i) Project Account; and (ii) Costs of Issuance Account;

(e) Subordinate Note Fund for the Sales Tax Revenue Bonds, The Industrial Development Authority of the City of Kansas City, Missouri (Ward Parkway Center Community Improvement District Project) Series 2011; and

(f) Rebate Fund for the Sales Tax Revenue Bonds, The Industrial Development Authority of the City of Kansas City, Missouri (Ward Parkway Center Community Improvement District Project) Series 2011.

Deposit of Bond Proceeds and Other Moneys The proceeds of the Series 2011 Bonds, less the Underwriter’s discount and less the net original issue discount, but including accrued interest, if any, shall be paid to the Trustee, and the Trustee shall deposit and apply such proceeds, together with other moneys paid to the Trustee, as provided in the Indenture.

Revenue Fund The Trustee shall deposit and credit to the Revenue Fund, as and when received, as follows:

(a) Pursuant to the Financing Agreement, no later than the tenth (10th) calendar day of each month (or the next Business Day thereafter if the tenth (10th) is not a Business Day) while the Bonds are Outstanding, the District shall transfer, subject to appropriation, to the Trustee all District Revenues as of the last day of the preceding month for deposit by the Trustee to the Revenue Fund.

First, to the payment of the fees and expenses of the Trustee in accordance with the Indenture provisions regarding payment of the Trustee’s fees and expenses;

A-9 Fourth, to the Principal and Interest Account of the Debt Service Fund, an amount sufficient (taking into account funds, if any, available in the Capitalized Interest Account of the Debt Service Fund) to pay all or any portion of the accrued interest or principal becoming due and payable on any Bonds on the upcoming Interest Payment Date;

Eighth, all remaining moneys shall be transferred to the Principal and Interest Account of the Debt Service Fund and applied to the redemption of Series 2011 Bonds on the next Interest Payment Date pursuant to the special mandatory redemption provisions of the Indenture and, provided that the Series 2011 Bonds are paid in full, then to the redemption of any Additional Bonds to the extent of any similar redemption provision in the Supplemental Indenture or Supplemental Indentures authorizing the issuance of any Additional Bonds.

Debt Service Fund The Trustee shall deposit and credit to the Debt Service Fund, as and when received, as follows:

(a) All accrued interest, if any, received from the sale of the Bonds shall be deposited in Principal and Interest Account of the Debt Service Fund;

(b) An amount equal to $129,625.00 from the proceeds of the Series 2011 Bonds shall be deposited into the Capitalized Interest Account of the Debt Service Fund;

(c) Interest earnings and other income on Investment Securities required to be deposited in the Debt Service Fund pursuant to the Indenture;

(d) Moneys from the Revenue Fund required to be deposited in the Debt Service Fund pursuant to the Indenture; and

A-10 (e) All other moneys received by the Trustee under and pursuant to any of the provisions of the Indenture or the Financing Agreement when accompanied by directions from the person depositing such moneys that such moneys are to be paid into the Debt Service Fund.

All of the funds in the Principal and Interest Account of the Debt Service Fund shall be expended for the payment of the principal of and interest (taking into account funds, if any, available in the Capitalized Interest Account of the Debt Service Fund) on the Bonds as the same mature and become due or upon the redemption thereof, or to purchase the Bonds for cancellation prior to maturity.

All of the funds in the Capitalized Interest Account of the Debt Service Fund shall be expended for the payment of a portion of the interest due on the Series 2011 Bonds through April 1, 2012.

The Trustee is authorized and directed to withdraw sufficient moneys from the applicable accounts in the Debt Service Fund to pay the principal of and interest on the Bonds as the same become due and payable or to purchase such Bonds for cancellation prior to maturity.

Debt Service Reserve Fund The Trustee shall deposit and credit to the Debt Service Reserve Fund, as and when received, as follows:

(a) The initial deposit from the proceeds of the Series 2011 Bonds in an amount equal to the Debt Service Reserve Requirement for the Series 2011 Bonds;

(b) Interest earnings and other income on Investment Securities required to be deposited in the Debt Service Reserve Fund;

(c) Moneys from the Revenue Fund required to be deposited in the Debt Service Reserve Fund pursuant to the Indenture; and

(d) All other moneys received by the Trustee under and pursuant to any of the provisions of the Financing Agreement when accompanied by written directions from the person depositing such moneys that such moneys are to be paid into the Debt Service Reserve Fund. Amounts in the Debt Service Reserve Fund are to be used to pay principal of and interest on the Bonds to the extent of any deficiency in the Debt Service Fund and to retire the last Outstanding Bonds. Moneys may be expended from the Debt Service Reserve Fund whether or not the amount therein equals the Debt Service Reserve Requirement. If the Trustee is ever required to withdraw funds from the Debt Service Reserve Fund to prevent a default as provided in the Indenture and the withdrawal of such funds reduces the amount on deposit in the Debt Service Reserve Fund to an amount less that the Debt Service Reserve Requirement, such deficiency shall be made up by the deposit of funds pursuant to the Indenture until the amount on deposit in the Debt Service Reserve Fund again aggregates a sum equal to the Debt Service Reserve Requirement. Investment Securities in the Debt Service Reserve Fund shall be evaluated by the Trustee quarterly at the market value thereof, exclusive of accrued interest, on January 15, April 15, July 15, and October 15 of each year and the amount on deposit therein determined accordingly. In the event that on any such date of evaluation the amount on deposit in the Debt Service Reserve Fund shall aggregate an amount less

A-11 than the Debt Service Reserve Requirement (by reason of such evaluation and not by reason of any withdrawal) such deficiency shall be made up by the deposit of funds pursuant to the Indenture, until the amount on deposit in the Debt Service Reserve Fund again aggregates a sum equal to the Debt Service Reserve Requirement. In the event that the amount on deposit in the Debt Service Reserve Fund is less than the Debt Service Reserve Requirement, investment earnings on funds on deposit in the Debt Service Reserve Fund shall remain on deposit in the Debt Service Reserve Fund. In the event that the amount on deposit in the Debt Service Reserve Fund shall aggregate an amount equal to or greater than the Debt Service Reserve Requirement, investment earnings on funds on deposit in the Debt Service Reserve Fund shall be deposited into the Principal and Interest Account of the Debt Service Fund. Upon the payment in full of the principal of and interest on all Bonds (or provision having been made for the payment thereof as specified in the Indenture), and the fees, charges, and expenses of the Authority and the Trustee, and any other amounts required to be paid under the Indenture, all amounts remaining in the Debt Service Reserve Fund shall be deposited into the Principal and Interest Account of the Debt Service Fund.

Project Fund The Trustee shall deposit and credit to the Project Fund, as and when received, as follows:

(a) An amount equal to $114,654.20 of the proceeds of the Series 2011 Bonds shall be deposited into the Costs of Issuance Account of the Project Fund; and

(b) The remaining moneys from the proceeds of the Series 2011 Bonds after the deposits required to be made to the Debt Service Fund, the Debt Service Reserve Fund and the Costs of Issuance Account shall be deposited into the Project Account of the Project Fund. Project Account. Money in the Project Account shall be disbursed by the Trustee as provided in the Indenture and the Financing Agreement from time to time to pay, or reimburse the payment of, the Project Costs, in each case within three (3) Business Days after receipt by the Trustee of written disbursement requests of the District signed by the Authorized District Representative. The Trustee shall keep and maintain adequate records pertaining to the Project Account, including, but not limited to, all disbursements from the Project Account. After Project Phase I has been completed and the Trustee has received a completion certificate furnished by the District certifying the date of completion of Project Phase I and a certificate from the District stating that all Project Costs with respect to Project Phase I have been paid, the Trustee shall file with the District a statement of receipts and disbursements with respect to the Project Account. Any moneys remaining in the Project Account after the Trustee’s receipt of such certificates shall, without further authorization, be deposited to the Principal and Interest Account of the Debt Service Fund. Costs of Issuance Account. Moneys in the Costs of Issuance Account shall be disbursed from time to time by the Trustee as provided in the Indenture for payment of the Costs of Issuance, to be paid upon receipt by the Trustee of invoices therefor, but without the necessity of receipt by the Trustee of a requisition therefor. Any moneys remaining in the Costs of Issuance Account on the earlier of the payment of all Costs of Issuance or the date (and if such date is not a Business Day, the next succeeding Business Day) which is six (6) months after the date of issuance of the Series 2011 Bonds, shall be deposited, without further authorization, in the Debt Service Fund.

A-12 Subordinate Note Fund The Trustee shall deposit into the Subordinate Note Fund, as and when received, all amounts from the Revenue Fund as applied pursuant to the requirements of the Indenture. Money in the Subordinate Note Fund shall be expended solely for the payment of the principal of, premium, if any, and interest then unpaid on the Subordinate Note as the same become due, until the Subordinate Note has been paid in full, and then shall be applied as stated in the Indenture. If the moneys in the Subordinate Note Fund, if any, are insufficient to pay all accrued interest on the Subordinate Note on any payment date under the Subordinate Note, then such moneys shall be applied ratably, according to the amounts due to the Persons entitled thereto without any discrimination or privilege, and any unpaid portion shall accrue to the next payment date under the Subordinate Note, with interest thereon at the rate or rates specified in such Subordinate Note to the extent permitted by law. If the moneys in the Subordinate Note Fund, or any subaccount thereof, if any, are insufficient to pay the principal of the Subordinate Note on the maturity date thereof, then such moneys shall be applied ratably, according to amounts of principal due on such date, to the persons entitled thereto without any discrimination or privilege. After the District notifies the Trustee of the payment in full of the principal of, premium, if any, and interest on the Subordinate Note (or provision has been made for the payment of the Subordinate Note), all amounts remaining in the Subordinate Note Fund shall be transferred by the Trustee for deposit to the Principal and Interest Account of the Debt Service Fund.

Rebate Fund The Trustee shall deposit into the Rebate Fund from the Revenue Fund such amounts as are required to be rebated to the United States pursuant to the Indenture, the Tax Compliance Agreement and the Code. All amounts on deposit at any time in the Rebate Fund shall be held by the Trustee in trust to the extent required to pay rebatable arbitrage to the United States of America, and neither the Authority, the District, nor the Owner of any Bonds shall have any rights in or claim to such money. All amounts held in the Rebate Fund shall be governed by the Indenture and by the Tax Compliance Agreement. Moneys in the Rebate Fund are not part of the Trust Estate. Pursuant to the Indenture and the Tax Compliance Agreement, the Trustee shall remit all required rebate installments and a final rebate payment to the United States. The Trustee shall have no obligation to pay any amounts required to be rebated pursuant to the Indenture and the Tax Compliance Agreement, other than from moneys held in the Rebate Fund as provided in the Indenture or from other moneys provided to it by the District. Any moneys remaining in the Rebate Fund after redemption and payment of all of the Bonds and payment and satisfaction of any rebatable arbitrage shall be withdrawn and paid to the District. Notwithstanding any other provision of the Indenture, the obligation to pay rebatable arbitrage and to comply with all of the other requirements of the Indenture and the Tax Compliance Agreement shall survive the defeasance or payment in full of the Bonds.

Investment of Moneys The moneys in all Funds and Accounts under any provision of the Indenture shall be continuously invested and reinvested by the Trustee in the Investment Securities at the written direction of the District given by an Authorized District Representative. In the event the District fails to provide written directions concerning investment of moneys, the Trustee is authorized to invest in Investment Securities of the types described in clause (f) of the definition thereof. The Trustee is specifically authorized to implement its

A-13 automated cash investment system to assure that cash on hand is invested and to charge its normal cash management fees, which may be deducted from income earned on investments. Moneys on deposit in all Funds and Accounts may be invested only in Investment Securities which mature or are subject to redemption at the option of the owner thereof prior to the date such funds are expected to be needed. The Trustee may make investments through its investment division or short term investment department. All investments shall constitute a part of the Fund or Account from which the moneys used to acquire such investments have come. Except as set forth in the Indenture, the interest accruing thereon and any profit realized from such Investment Securities shall be credited to such Fund or Account and any loss resulting from such Investment Securities shall be charged to such Fund or Account. The Trustee shall sell and reduce to cash a sufficient amount of investments in a Fund or Account whenever the cash balance therein is insufficient to pay the amounts required to be paid therefrom. The Trustee may transfer investments from any Fund or Account to any other Fund or Account in lieu of cash when required or permitted by the provisions of the Indenture. In determining the balance in any Fund or Account, investments shall be valued at their fair market value on the date of valuation, except as otherwise provided in the Indenture. The Trustee shall not be liable for any loss resulting from investments made in accordance with the provisions of the Indenture.

Tax Covenants The Authority (to the extent within its power or direction) shall not use or permit the use of any proceeds of Bonds or any other funds of the Authority, directly or indirectly, in any manner, and shall not take or permit to be taken any other action or actions, which would adversely affect the exclusion of the interest on any Bond from gross income for federal income tax purposes. The Authority agrees that so long as any of the Bonds remain Outstanding, it will (to the extent within its power or direction) comply with the provisions of the Tax Compliance Agreement applicable to the Authority. The Trustee agrees to comply with the provisions of the Tax Compliance Agreement and with any statute, regulation, or ruling that may apply to it as Trustee under the Indenture and relating to reporting requirements or other requirements necessary to preserve the exclusion from federal gross income of the interest on the Bonds.

The foregoing covenants shall remain in full force and effect notwithstanding the defeasance of the Bonds pursuant to the Indenture, until the final maturity of all Bonds Outstanding and payment thereof.

Limited Obligations The Bonds and the interest thereon shall be special, limited obligations of the Authority payable solely from and secured by a pledge of the Available Revenues. THE AUTHORITY HAS NO TAXING AUTHORITY. THE BONDS SHALL NOT CONSTITUTE A GENERAL OBLIGATION OF THE AUTHORITY, THE CITY, THE DISTRICT, THE STATE OR ANY OTHER POLITICAL SUBDIVISION OF THE STATE, NOR SHALL THEY CONSTITUTE AN INDEBTEDNESS OF THE AUTHORITY, THE CITY, THE DISTRICT, THE STATE OR ANY OTHER POLITICAL SUBDIVISION OF THE STATE WITHIN THE MEANING OF ANY CONSTITUTIONAL, STATUTORY OR OTHER PROVISION, DEBT LIMITATION OR RESTRICTION. ANY OTHER TERM OR PROVISION OF THE INDENTURE OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION WITH THE TRANSACTION WHICH IS THE SUBJECT OF THE INDENTURE TO THE CONTRARY NOTWITHSTANDING, THE AUTHORITY SHALL NOT BE REQUIRED TO TAKE OR OMIT TO TAKE, OR REQUIRE ANY OTHER PERSON OR ENTITY TO TAKE OR OMIT TO TAKE, ANY ACTION WHICH WOULD CAUSE IT OR ANY PERSON OR ENTITY TO

A-14 BE, OR RESULT IN IT OR ANY PERSON OR ENTITY BEING, IN VIOLATION OF ANY LAW OF THE STATE.

District Covenant to Request Appropriations The District has covenanted in the Financing Agreement that the officer of the District at any time charged with the responsibility of formulating budget proposals will be directed to include in the budget proposal submitted to the District Board for each Fiscal Year of the District that any Bonds are Outstanding a request for an appropriation of all District Revenues for transfer to the Trustee for deposit at the times and in the manner provided in the Indenture. Such request for an annual appropriation shall be made in each Fiscal Year of the District after the issuance of the Bonds so that funds are transferred to the Trustee for deposit in the Revenue Fund during the succeeding Fiscal Year as and when required under the Financing Agreement for application pursuant to the Indenture. The District has covenanted in the Financing Agreement that it has appropriated all District Revenues for the Fiscal Year in which the Series 2011 Bonds are issued and that it will transfer such District Revenues as Available Revenues to the Trustee for deposit in the Revenue Fund at the times and in the manner set out in the Financing Agreement.

Collection of Sales Tax Revenues The District has covenanted in the Financing Agreement, while any Bonds are Outstanding, to take all lawful action within its reasonable control as may be required to cause the Director of Revenue of the State to collect and remit all Sales Taxes (less its collection fee) to the District, and all other Persons to pay all Sales Taxes to the Director of Revenue in accordance with the laws of the State. The District has agreed, subject to annual appropriation, to transfer all District Revenues to the Trustee in accordance with the Indenture and the Financing Agreement for deposit in the Revenue Fund.

Events of Default Any one or more of the following events will constitute an “Event of Default” under the Indenture:

(a) default in the performance or observance of any of the covenants, agreements, or conditions on the part of the Authority in the Indenture or in the Bonds contained, and the continuance thereof for a period of 30 days after written notice thereof has been given (A) to the Authority by the Trustee, or (B) to the Trustee (which notice of default the Trustee shall be required to accept) and the Authority by the Owners of not less than twenty-five percent (25%) in aggregate principal amount of Bonds then Outstanding; provided, however, if any default is such that it cannot be corrected within such 30-day period, it shall not constitute an Event of Default if corrective action is instituted by the Authority within such period and diligently pursued until the default is corrected; or

(b) the filing by the District of a voluntary petition in bankruptcy, or failure by the District to promptly lift any execution, garnishment, or attachment of such consequence as would impair the ability of the District to carry on its operations, or adjudication of the District as a bankrupt, or assignment by the District for the benefit of creditors, or the entry by the District into an agreement of composition with creditors, or the approval by a court of competent jurisdiction of a petition applicable to the District in any proceedings instituted under the provisions of federal bankruptcy law, or under any similar acts which may hereafter be enacted; or

(c) failure by the District or the Authority to observe and perform any covenant, condition, or agreement on the part of the District or the Authority under the Financing

A-15 Agreement, other than as referred to in Section 9.1(a) and Section 9.1(b) of the Financing Agreement, and other than a failure by the District to observe and perform its obligations with respect to the Authority's rights to payment of its fees and expenses, to indemnification and as otherwise expressly set forth in the Financing Agreement which are specifically excepted and reserved to the Authority, for a period of sixty (60) days after written notice of such default has been given to the District or the Authority by the Trustee during which time such default is neither cured by the District or the Authority nor waived in writing by the Trustee, provided that, if the failure stated in the notice cannot be corrected within said 60-day period, the Trustee may consent in writing to an extension of such time prior to its expiration and the Trustee will not unreasonably withhold their consent to such an extension if corrective action is instituted by the District or the Authority within the 60-day period and diligently pursued to completion and if such consent, in its judgment, does not materially adversely affect the interests of the Owners; or

(d) the occurrence of an Event of Default as defined in Section 9.1(a) (failure by the District to make a timely transfer of any Available Revenues to the Trustee) or Section 9.1(b) (an Event of Nonappropriation) of the Financing Agreement.

The Trustee shall give written notice of any Event of Default to the Authority as promptly as practicable after the occurrence of an Event of Default of which the Trustee has notice as provided in the Indenture.

Acceleration of Maturity; Rescission and Annulment If an Event of Default has occurred and is continuing, the Trustee may, and shall upon the written request of the Owners of a majority in aggregate principal amount of the Bonds then Outstanding, by notice in writing delivered to the Authority, declare the principal of all Bonds then Outstanding and the interest accrued thereon immediately due and payable. In case of any rescission of acceleration of maturity pursuant to the Indenture, the Trustee and the Owners shall be restored to their former positions and rights under the Indenture respectively, but no such rescission shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon.

Surrender of Possession of Trust Estate; Rights and Duties of Trustee in Possession If an Event of Default has occurred and is continuing, the Authority, upon demand of the Trustee, shall forthwith surrender the possession of, and it shall be lawful for the Trustee, by such officer or agent as it may appoint, to take possession of all or any part of the Trust Estate, together with the books, papers, and accounts of the Authority pertaining thereto, and out of the same and any moneys received from any receiver of any part thereof pay and set up proper reserves for the payment of all proper costs and expenses of so taking, holding, and managing the same, including, but not limited to, (i) reasonable compensation to the Trustee, its agents and counsel, and (ii) any reasonable charges of the Trustee under the Indenture, and the Trustee shall apply the remainder of the moneys so received in accordance with the Indenture. Whenever all that is due upon the Bonds has been paid and all defaults made good, the Trustee shall surrender possession of the Trust Estate to the Authority, its successors or assigns, the same right of entry, however, to exist upon any subsequent Event of Default.

Appointment of Receivers in Event of Default If an Event of Default has occurred and is continuing, and upon the filing of a suit or other commencement of judicial proceedings to enforce the rights of the Trustee and of the Owners under the Indenture, the Trustee shall be entitled, as a matter of right, to the appointment of a receiver or receivers

A-16 of the Trust Estate and of the earnings, income, products and profits thereof, pending such proceedings, with such powers as the court making such appointment shall confer.

Exercise of Remedies by the Trustee If an Event of Default has occurred and is continuing, the Trustee may pursue any available remedy at law or equity by suit, action, mandamus, or other proceeding to enforce the payment of the principal of and interest on the Bonds then Outstanding, and to enforce and compel the performance of the duties and obligations of the Authority as in the Indenture set forth. If an Event of Default has occurred and is continuing, and if requested to do so by the Owners of not less than twenty-five percent (25%) in aggregate principal amount of the Bonds then Outstanding and indemnified as provided in the Indenture, the Trustee shall be obligated to exercise such one or more of the rights and powers conferred by the Indenture as the Trustee, being advised by counsel, deems most expedient in the interests of the Owners; provided, however, that the Trustee shall not be required to take any action which in its good faith conclusion could result in personal liability to it for which it has not been indemnified as provided in the Indenture. All rights of action under the Indenture or under any of the Bonds may be enforced by the Trustee without the possession of any of the Bonds or the production thereof in any trial or other proceedings relating thereto, and any such suit or proceeding instituted by the Trustee shall be brought in its name as Trustee without the necessity of joining as plaintiffs or defendants any Owner, and any recovery or judgment shall, subject to the Indenture, be for the equal benefit of all the Owners of the Outstanding Bonds.

Limitation on Exercise of Remedies by Owners No Owner shall have any right to institute any suit, action, or proceeding in equity or at law for the enforcement of the Indenture or for the execution of any trust under the Indenture or for the appointment of a receiver or any other remedy under the Indenture, unless:

(a) A default has occurred of which the Trustee has notice as provided in the Indenture, and

(b) Such default has become an Event of Default, and

(c) The Owners of not less than twenty-five percent (25%) in aggregate principal amount of the Bonds then Outstanding shall have made written request to the Trustee, shall have offered it reasonable opportunity either to proceed to exercise the powers granted in the Indenture or to institute such action, suit or proceeding in its own name, and shall have provided to the Trustee indemnity as provided in the Indenture, and

(d) The Trustee shall thereafter fail or refuse to exercise the powers in the Indenture granted or to institute such action, suit or proceeding in its own name; and such notification, request, and indemnity are hereby declared in every case, at the option of the Trustee, to be conditions precedent to the execution of the powers and trusts of the Indenture, and to any action or cause of action for the enforcement of the Indenture, or for the appointment of a receiver or for any other remedy under the Indenture, it being understood and intended that no one or more Owners shall have any right in any manner whatsoever to affect, disturb, or prejudice the Indenture by its or their action or to enforce any right except in the manner provided in the Indenture, and that all proceedings at law or in equity shall be instituted, had, and maintained in

A-17 the manner provided in the Indenture and for the equal benefit of the Owners of all Bonds then Outstanding. Nothing in the Indenture, however, shall affect or impair the right of any Owner to payment of the principal of and interest on any Bond at and after its Maturity Date or the obligation of the Authority to pay the principal of and interest on each of the Bonds to the respective Owners thereof at the time, place, from the source and in the manner in the Indenture and in such Bond expressed.

Right of Owners to Direct Proceedings Any other provision in the Indenture to the contrary notwithstanding, the Owners of a majority in aggregate principal amount of the Bonds then Outstanding shall have the right, at any time, by an instrument or instruments in writing executed and delivered to the Trustee, to direct the time, method, and place of conducting all proceedings to be taken in connection with the enforcement of the Indenture, or for the appointment of a receiver or any other proceedings under the Indenture; provided that such direction shall not be otherwise than in accordance with the provisions of law and of the Indenture, and provided, further, that the Trustee shall have the right to decline to follow any such direction if the Trustee in good faith determines that the proceeding so directed would involve it in personal liability for which the Trustee has not been indemnified as provided in the Indenture, and provided, further, that the Owners shall have no right to direct any such proceedings with respect to the Available Revenues.

Application of Moneys in Event of Default Upon an Event of Default, all moneys held or received by the Trustee pursuant to the Indenture or pursuant to any right given or action taken under the Indenture shall, after payment of the reasonable costs, advances, and expenses of the Trustee and the proceedings resulting in the collection of such moneys, including without limitation attorneys’ fees and expenses, be deposited in the Debt Service Fund. All moneys in the Debt Service Fund, the Debt Service Reserve Fund and the Revenue Fund shall be applied as follows:

(a) If the principal of all the Bonds has not become or has not been declared due and payable, all such moneys shall be applied:

First, to the payment to the Persons entitled thereto of all installments of interest then due and payable on the Bonds, in the order in which such installments of interest became due and payable, with interest thereon at the rate or rates specified in the respective Bonds 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 privilege.

Second, to the payment to the Persons entitled thereto of the unpaid principal of any of the Bonds that have become due and payable (other than Bonds called for redemption for the payment of which moneys or securities are held pursuant to the Indenture), in the order of their due dates, and, if the amount available is not sufficient to pay in full such principal due on any particular date, together with such interest, then to the payment ratably, according to the amounts of principal due on such date, to the Persons entitled thereto without any discrimination or privilege.

Third, if no Bonds remain Outstanding, then to the repayment of the Subordinate Note.

A-18 Fourth, if the Subordinate Note is paid in full, then to the District.

(b) If the principal of all the Bonds has become due or has been declared due and payable, all such moneys shall be applied to the payment of the principal and interest then due and unpaid on all of the Bonds, without preference or priority of principal over interest or of interest over principal or of any installment of interest over any other installment of interest or of any Bond over any other Bond, ratably, according to the amounts due respectively for principal and interest, to the Persons entitled thereto, without any discrimination or privilege.

(c) If the principal of all the Bonds has been declared due and payable, and if such declaration thereafter is rescinded and annulled under the provisions of the Indenture, then, subject to the provisions of subparagraph (a), Second, above in the event that the principal of all the Bonds shall later become due or be declared due and payable, the moneys shall be applied in accordance with the provisions of subparagraph (a), First, above.

Whenever moneys are to be applied pursuant to these provisions, such moneys shall be applied at such times and from time to time as the Trustee shall determine, having due regard to the amount of such moneys available and which may become available for such application in the future.

Remedies Cumulative No remedy conferred by the Indenture upon or reserved to the Trustee or to the Owners is intended to be exclusive of any other remedy, but each and every such remedy shall be cumulative and shall be in addition to any other remedy given to the Trustee or to the Owners under the Indenture or now or hereafter existing at law or in equity or by statute.

Delay or Omission Not Waiver No delay or omission to exercise any right, power, or remedy accruing upon any Event of Default shall impair any such right, power, or remedy or shall be construed to be a waiver of any such Event of Default or acquiescence therein, and every such right, power or remedy may be exercised from time to time and as often as may be deemed expedient.

Effect of Discontinuance of Proceedings If the Trustee has proceeded to enforce any right under the Indenture by the appointment of a receiver, by entry, or otherwise, and such proceedings have been discontinued or abandoned for any reason, or have been determined adversely, then the Authority, the District, the Trustee, and the Owners shall be restored to their former positions and rights under the Indenture, and all rights, remedies, and powers of the Trustee shall continue as if no such proceedings had been taken.

Waivers of Events of Default The Trustee shall waive any default or Event of Default and its consequences and rescind any declaration of maturity of principal upon the written request of the Owners of a majority in aggregate principal amount of the Bonds then Outstanding; provided, however, that prior to such waiver or rescission, all fees and expenses of the Trustee in connection with such default (including attorney’s fees and expenses) shall have been paid or provided for. In case of any such waiver or rescission, or in case any proceeding taken by the Trustee on account of any such default or Event of Default have been discontinued or abandoned or determined adversely, then and in every such case the Authority, the

A-19 District, the Trustee and the Owners shall be restored to their former positions, rights and obligations under the Indenture, respectively, but no such waiver or rescission shall extend to any subsequent or other default or Event of Default, or impair any right consequent thereon. Acceptance of Trusts The Trustee accepts the trusts imposed upon it by the Indenture, and agrees to perform said trusts as a corporate trustee ordinarily would perform said trusts under a corporate indenture, but only upon and subject to certain express terms and conditions as provided in the Indenture, and no implied covenants or obligations shall be read into the Indenture against the Trustee.

Fees, Charges and Expenses of the Trustee The Trustee shall be entitled to payment of and/or reimbursement for reasonable fees for its ordinary services rendered under the Indenture, and as Paying Agent and Registrar for the Bonds, and all agent and counsel fees and other ordinary costs and expenses reasonably and necessarily made or incurred by the Trustee in connection with such ordinary services. If it becomes necessary that the Trustee perform extraordinary services, it shall be entitled to reasonable extra compensation therefor and to reimbursement for reasonable and necessary extraordinary costs and expenses in connection therewith; provided that if such extraordinary services or extraordinary expenses are occasioned by the neglect or willful misconduct of the Trustee it shall not be entitled to compensation or reimbursement therefor. Notwithstanding the foregoing provisions, the maximum amount of all fees, charges and expenses to be paid to the Trustee under the first two sentences of this Section shall not exceed $5,000 in any one year. Upon the occurrence of an Event of Default and during its continuance, however, the Trustee’s fees, charges and expenses shall not be limited to $5,000 and the Trustee shall have a lien with right of payment prior to payment on account of principal of or interest on any Bond, upon all moneys in its possession under any provisions of the Indenture for the foregoing advances, fees, costs, and expenses incurred. If moneys in the Revenue Fund are insufficient to make payment to the Trustee for its fees and expenses as provided in the Indenture on any Interest Payment Date, the unpaid portion shall be carried forward to the next Interest Payment Date, together with interest thereon at the Trustee’s base lending rate plus two percent (2%).

Notice of Default If a default occurs of which notice is given to the Trustee as provided in the Indenture, then the Trustee shall give Immediate Notice thereof to the District and the Authority and within thirty (30) days by first class mail to the Owners of all Bonds then Outstanding as shown by the Bond Register.

Intervention by the Trustee In any judicial proceeding to which the District is a party and which, in the opinion of the Trustee and its counsel, has a substantial bearing on the interests of Owners of the Bonds, the Trustee may intervene on behalf of Owners and shall do so if requested in writing by the Owners of at least twenty- five percent (25%) in the aggregate principal amount of Bonds then Outstanding, provided that the Trustee shall first have been provided with indemnity as it may require against the reasonable costs, expenses, and liabilities which it may incur in or by reason of such proceeding. These rights and obligations of the Trustee are subject to the approval of a court of competent jurisdiction.

Successor Trustee Upon Merger, Consolidation, or Sale Any corporation or association with or into which the Trustee may be merged or converted or with or into which it may be consolidated, or to which the Trustee may sell or transfer its corporate trust

A-20 business and assets as a whole or substantially as a whole, or any corporation or association resulting from any merger, conversion, sale, consolidation, or transfer to which it is a party, provided such corporation or association is otherwise eligible under the Indenture, shall be and become successor Trustee under the Indenture and shall be vested with all the trusts, powers, rights, obligations, duties, remedies, immunities and privileges as was its predecessor, without the execution or filing of any instrument or any further act on the part of any of the parties to the Indenture.

Resignation or Removal of Trustee The Trustee and any successor Trustee may at any time resign from the trusts created by the Indenture by giving thirty (30) days’ written notice to the Authority and the Owners. If at any time the Trustee ceases to be eligible in accordance with the provisions of the Indenture, it shall resign immediately. The Trustee may be removed for cause or without cause at any time by an instrument or concurrent instruments in writing delivered to the Trustee and signed by the Owners of a majority in aggregate principal amount of Bonds then Outstanding. If no Event of Default has occurred and is continuing, and no condition exists which with the giving of notice or the passage of time or both will become an Event of Default under the Indenture, the Trustee may be removed for cause (including the failure of the Trustee and the Authority to agree on the reasonableness of the fees and expenses of the Trustee under the Indenture) at any time by an instrument or concurrent instruments in writing delivered to the Trustee and the District and signed by the Authority. The Authority or the Owners of a majority in aggregate principal amount of the Bonds then Outstanding may at any time petition any court of competent jurisdiction for the removal for cause of the Trustee. No resignation or removal of the Trustee shall become effective until a successor Trustee has been appointed and has accepted its appointment under the Indenture.

Appointment of Successor Trustee If the Trustee resigns or is removed, or otherwise becomes incapable of acting under the Indenture, or if it is taken under the control of any public officer or officers or of a receiver appointed by a court, a successor Trustee may be appointed by the Authority (provided no Event of Default has occurred and is continuing) or the Owners of a majority in aggregate principal amount of Bonds then Outstanding, by an instrument or concurrent instruments in writing; provided, however, that in case of such vacancy the Authority, by an instrument executed and signed by the Authorized Authority Representative, may appoint a temporary Trustee to fill such vacancy until a successor Trustee is appointed in the manner above provided; and any such temporary Trustee so appointed by the Authority shall immediately and without further acts be superseded by the successor Trustee so appointed. If a successor Trustee or a temporary Trustee has not been so appointed and accepted such appointment within thirty (30) days of a notice of resignation or removal of the current Trustee, the Trustee may petition a court of competent jurisdiction for the appointment of a successor Trustee to act until such time, if any, as a successor has so accepted its appointment. No resignation or removal of the Trustee and no appointment of a successor Trustee shall become effective until the successor Trustee has accepted its appointment under the Indenture.

Qualifications of Trustee and Successor Trustees The Trustee and every successor Trustee appointed under the Indenture shall be a trust institution or commercial bank with its principal corporate trust office located in the State, shall be in good standing and qualified to accept such trusts, shall be subject to examination by a federal or state bank regulatory authority, and shall have or be wholly owned by an entity having a reported capital and surplus of not less than $25,000,000. If such institution publishes reports of conditions at least annually pursuant to law or

A-21 regulation, then for the purposes of the Indenture, 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.

Vesting of Trusts in Successor Trustee Every successor Trustee appointed under the Indenture shall execute, acknowledge, and deliver to its predecessor and also to the Authority an instrument in writing accepting such appointment, and thereupon such successor shall become fully vested with all the trusts, powers, rights, obligations, duties, remedies, immunities, and privileges of its predecessor; but such predecessor shall, nevertheless, on the written request of the Authority, execute and deliver an instrument transferring to such successor Trustee all the trusts, powers, rights, obligations, duties, remedies, immunities, and privileges of such predecessor; and every predecessor Trustee shall deliver all securities and moneys held by it as Trustee under the Indenture to its successor. Should any instrument in writing from the Authority be required by any predecessor or successor Trustee for more fully and certainly vesting in such successor the trusts, powers, rights, obligations, duties, remedies, immunities, and privileges vested in the predecessor, any and all such instruments in writing shall, on request, be executed, acknowledged, and delivered by the Authority.

Trust Estate May be Vested in Co-Trustee It is the purpose of the Indenture that there shall be no violation of any law of any jurisdiction (including particularly the State) denying or restricting the right of banking corporations or associations to transact business as trustee in such jurisdiction. It is recognized that in case of litigation under the Indenture or the Financing Agreement, and in particular in case of the enforcement thereof upon an Event of Default, or if the Trustee deems that by reason of any present or future law of any jurisdiction it may not exercise any of the powers, tights, or remedies in the Indenture granted to the Trustee, or take any other action which may be desirable or necessary in connection therewith, it may be necessary or desirable that the Trustee appoint an individual or institution as a co-trustee or separate trustee, and the Trustee is hereby authorized to appoint such co-trustee or separate trustee. If the Trustee appoints an additional individual or institution as co-trustee or separate trustee, each and every remedy, power, right, claim, demand, cause of action, immunity, title, interest, and lien expressed or intended by the Indenture to be exercised by the Trustee with respect thereto shall be exercisable by such co-trustee or separate trustee but only to the extent necessary to enable such co- trustee or separate trustee to exercise such powers, rights, and remedies, and every covenant and obligation necessary to the exercise thereof by such co-trustee or separate trustee shall run to and be enforceable by either of them. Should any deed, conveyance, or instrument in writing from the District be required by the co- trustee or separate trustee so appointed by the Trustee for more fully and certainly vesting in and confirming to him or it such properties, rights, powers, trusts, duties, and obligations, any and all such deeds, conveyances and instruments in writing shall, on request, be executed, acknowledged, and delivered by the District. If any co-trustee or separate trustee dies, becomes incapable of acting, resigns, or is removed, all the properties, rights, powers, trusts, duties, and obligations of such co-trustee or separate trustee, so far as permitted by law, shall vest in and be exercised by the Trustee until the appointment of a successor to such co-trustee or separate trustee.

A-22 Annual Statement Unless the Trustee is providing statements more frequently, the Trustee shall render an annual statement for each calendar year ending December 31 to the Underwriter, the Authority, the District and any Owner requesting the same. The annual statement shall show in reasonable detail all financial transactions relating to the Trust Estate during the accounting period and shall include a break-down of money deposited into the Revenue Fund and the balance in any Funds and Accounts created by the Indenture as of the beginning and close of such accounting period.

Paying Agents; Registrar; Appointment and Acceptance of Duties; Removal The Trustee is designated and agrees to act as Paying Agent and as Registrar for and in respect of the Bonds. The Authority may appoint one or more additional Paying Agents for the Bonds. Each Paying Agent other than the Trustee shall signify its acceptance of the duties and obligations imposed upon it by the Indenture by executing and delivering to the Authority and the Trustee a written acceptance thereof. The Authority may remove any Paying Agent other than the Trustee and any successors thereto, and appoint a successor or successors thereto; provided that any such Paying Agent designated by the Authority shall continue to be a Paying Agent of the Authority for the purpose of paying the principal of and interest on the Bonds until the designation of a successor as such Paying Agent and acceptance by such successor of the appointment. Each Paying Agent is hereby authorized to pay or redeem Bonds when such Bonds are duly presented to it for payment or redemption, which Bonds shall thereafter be delivered to the Trustee for cancellation. The Paying Agent may at any time resign and be discharged of the duties and obligations created by the Indenture by giving at least sixty (60) days’ notice to the Authority and the Trustee. The Paying Agent may be removed by the Authority at any time by an instrument signed by the Authority and filed with the Paying Agent and the Trustee. In the event of the resignation or removal of the Paying Agent, the Paying Agent shall pay over, assign, and deliver any moneys held by it in such capacity to its successor or, if there be no successor, to the Trustee. If the Authority fails to appoint a Paying Agent under the Indenture, or the Paying Agent resigns or is removed, or is dissolved, or if the property or affairs of the Paying Agent are taken under the control of any state or federal court or administrative body because of bankruptcy or insolvency, or for any other reason, and the Authority has not appointed its successor as Paying Agent, the Trustee shall ipso facto be deemed to be the Paying Agent for all purposes of the Indenture until the appointment by the Authority of the Paying Agent or successor Paying Agent, as the case may be. The Trustee shall give each Owner notice by first class mail of the appointment of a Paying Agent or successor Paying Agent.

Satisfaction and Discharge of the Indenture When the principal of and interest on all the Bonds have been paid in accordance with their terms or provision has been made for such payment, as provided in the Indenture, and provision also is made for paying all other sums payable under the Indenture, including the fees and expenses of the Trustee and the Paying Agent to the date of payment of the Bonds, then the right, title, and interest of the Trustee under the Indenture shall thereupon cease, determine, and be void, and thereupon the Trustee shall cancel, discharge, and release the Indenture and shall execute, acknowledge, and deliver to the Authority and the District such instruments of satisfaction and discharge or release as shall be required to evidence such release and the satisfaction and discharge of the Indenture, and shall assign and deliver to the Authority and the District any property at the time subject to the Indenture which may then be in the Trustee’s

A-23 possession except funds or securities in which such moneys are invested and held by the Trustee for the payment of the principal of and interest on the Bonds. The Authority is authorized to accept a certificate of the Trustee stating that the whole amount of the principal and interest so due and payable upon all of the Bonds then Outstanding has been paid or provision for such payment has been made in accordance with the Indenture as evidence of satisfaction of the Indenture, and upon receipt thereof the Authority shall cancel and erase the inscription of the Indenture from its records.

Bonds Deemed to Be Paid Bonds shall be deemed to be paid within the meaning of the Indenture when payment of the principal on such Bonds, plus interest thereon to the due date thereof (whether such due date is by reason of maturity or upon redemption as provided in the Indenture, or otherwise), either (1) has been made or caused to be made in accordance with the terms of the Indenture, or (2) provision therefor has been made by depositing with the Trustee, in trust and irrevocably setting aside exclusively for such payment, (i) moneys sufficient to make such payment, or (ii) non-callable Government Obligations maturing as to principal and interest in such amount and at such times as will ensure the availability of sufficient moneys to make such payment and, with respect to Bonds deemed to be paid within the meaning of this clause (2), the Trustee shall have received an opinion of Bond Counsel (which opinion may be based upon a ruling or rulings of the Internal Revenue Service) to the effect that such deposit will not cause the interest on such Bonds to be included in gross income for purposes of federal income taxation. At such time as a Bond is deemed to be paid, such Bond shall no longer be secured by or be entitled to the benefits of the Indenture, except for the purposes of any such payment from such moneys or Government Obligations. Notwithstanding the foregoing, in the case of Bonds which by their terms may be redeemed prior to the stated maturities thereof, no deposit under clause (2) above shall be deemed a payment of such Bonds until, as to all such Bonds which are to be redeemed prior to their respective stated maturities, proper notice of such redemption has been given in accordance with the Indenture or irrevocable instructions have been given to the Trustee to give such notice. Except as provided in the Indenture, all moneys or Government Obligations set aside and held in trust for the payment of Bonds and interest thereon shall be applied to and be used solely for the payment of the particular Bonds and interest thereon with respect to which such moneys and Government Obligations have been so set aside in trust.

Supplemental Indentures Not Requiring Consent of Owners The Authority and the Trustee may from time to time, without the consent of or notice to any of the Owners, enter into such Supplemental Indenture or Supplemental Indentures as are not inconsistent with the terms and provisions of the Indenture, for any one or more of the following purposes:

(a) To cure any ambiguity or formal defect or omission in the Indenture;

(b) To grant to or confer upon the Trustee for the benefit of the Owners any additional rights, remedies, powers, or authority that may lawfully be granted to or conferred upon the Owners or the Trustee or either of them;

A-24 (d) To modify, amend, or supplement the Indenture or any indenture supplemental to the Indenture in such manner as to permit the qualification of the Indenture under the Trust Indenture Act of 1939, as then amended, or any similar federal statute hereafter in effect, or to permit the qualification of the Bonds for sale under the securities laws of any state of the United States of America;

(e) To provide for the refunding of any Bonds in accordance with the terms of the Indenture;

(f) To evidence the appointment of a separate trustee or the succession of a new trustee; or

(g) To make any other change which, in the sole judgment of the Trustee, does not materially adversely affect the interests of the Owners. In exercising such judgment the Trustee may rely on an Opinion of Counsel.

Supplemental Indentures Requiring Consent of Owners In addition to Supplemental Indentures not requiring the consent of the Owners, with the consent of the Owners of not less than a majority in aggregate principal amount of the Bonds then Outstanding, the Authority and the Trustee may from time to time enter into such other Supplemental Indenture or Supplemental Indentures as shall be deemed necessary and desirable by the Authority for the purpose of modifying, amending, adding to, or rescinding, in any particular, any of the terms or provisions contained in the Indenture or in any Supplemental Indenture; provided, however, that nothing shall permit or be construed as permitting:

(a) An extension of the maturity of the principal of or the scheduled date of payment of interest on any Bond;

(b) A reduction in the principal amount, redemption premium, or any interest payable on any Bond;

(d) A reduction in the aggregate principal amount of Bonds the Owners of which are required for consent to any such Supplemental Indenture; or

(e) The modification of the rights, duties, or immunities of the Trustee, without the written consent of the Trustee. If at any time the Authority requests the Trustee to enter into any such Supplemental Indenture for any of these purposes, the Trustee shall cause notice of the proposed execution of such Supplemental Indenture to be mailed by first class mail to each Owner. Such notice shall briefly set forth the nature of the proposed Supplemental Indenture and shall state that copies thereof are on file at the principal corporate trust office of the Trustee or such other office as the Trustee shall designate for inspection by all Owners. If, within sixty (60) days or such longer period as shall be prescribed by the Authority following the mailing of such notice, the Owners of not less than a majority in aggregate principal amount of the Bonds Outstanding at the time of the execution of any such Supplemental Indenture have consented to and approved the execution thereof as in the Indenture provided, no Owner of any Bond shall have any

A-25 right 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 thereof, or to enjoin or restrain the Trustee or the Authority from executing the same or from taking any action pursuant to the provisions thereof. Upon the execution of any such Supplemental Indenture, the Indenture shall be and be deemed to be modified and amended in accordance therewith.

Reference in Bonds to Supplemental Indentures Bonds authenticated and delivered after the execution of any Supplemental Indenture may, and if required by the Trustee shall, bear a notation in form approved by the Trustee as to any matter provided for in such Supplemental Indenture. If the Trustee shall so determine, new Bonds so modified as to conform to any such Supplemental Indenture may be prepared and executed by the Authority and authenticated and delivered by the Trustee in exchange for Outstanding Bonds.

District Rights No Supplemental Indenture entered into by the Authority and the Trustee shall be effective until five (5) Business Days after the Trustee provides written notice of the proposed Supplemental Indenture to the District. In the event that any proposed Supplemental Indenture shall have an adverse effect on the District (as determined by the District in the reasonable exercise of its sole discretion), the Authority and the Trustee shall not enter into such Supplemental Indenture without the prior written consent of the District, which consent shall not be unreasonably withheld.

Senior Lien Bonds The Authority covenants and agrees that so long as any of the Bonds remain Outstanding, the Authority will not issue any Additional Bonds or incur or assume any other debt obligations appearing as liabilities on the balance sheet of the Authority for the payment of money determined in accordance with generally accepted accounting principles consistently applied, including capital leases as defined by generally accepted accounting principles, payable from the Revenue Fund or any part thereof which are superior to the Bonds.

Additional Bonds and Other Obligations The Authority may issue Additional Bonds; provided however, the Authority covenants and agrees that so long as any of the Series 2011 Bonds remain Outstanding, the Authority will not issue Additional Bonds unless all of the following conditions are met:

(2) The Authority shall obtain a certificate of a Consultant showing:

i) The aggregate actual principal amount of the Series 2011 Bonds redeemed during the calendar year immediately preceding the issuance of Additional Bonds shall have been equal to at least 115% of the aggregate projected principal amount of the Series 2011 Bonds to have been redeemed through such calendar year as shown on Exhibit B to the Indenture; and

A-26 ii) Either of the following:

(3) The terms of the Additional Bonds do not provide for the redemption or maturity of such Additional Bonds from funds on deposit in the Revenue Fund or any account or subaccount therein until all remaining Series 2011 Bonds are redeemed or defeased pursuant to the terms of the Indenture. The proceeds of such Additional Bonds shall be used only to pay Project Costs and/or the Subordinate Note, costs of issuing such Additional Bonds, funding reasonable reserves related to such Additional Bonds and other related costs. Additional Bonds of the Authority issued under the conditions set forth in the Indenture shall stand on a parity with the Series 2011 Bonds only as to interest payments and shall be entitled to the same benefit and security of the Indenture with the Series 2011 Bonds only as to interest payments, it being understood that the principal payments on Additional Bonds shall be subordinate to the principal payments on the Series 2011 Bonds as long as the Series 2011 Bonds are Outstanding. Except as described above, the Authority will not otherwise issue any obligations on a parity with the Series 2011 Bonds.

Refunding Bonds The Authority shall have the right, without complying with the provisions of the Indenture, to refund any of the Bonds under the provisions of any law then available, and the refunding bonds so issued shall enjoy complete equality of pledge with any of the Bonds that are not refunded, if any, upon the Funds pledged under the Indenture; provided, however, that if only a portion of the Bonds are refunded and if said Bonds are refunded in such manner that the refunding bonds bear a higher average rate of interest or become due on a dater earlier than that of the Bonds which are refunded, then said Bonds may be refunded without complying with the provisions of the Indenture only by and with the written consent of the Owners of a majority in principal amount of the Bonds not refunded.

A-27 Consents and Other Instruments by Owners Any consent, request, direction, approval, objection, or other instrument required by the Indenture to be signed and executed by the Owners may be in any number of concurrent writings of similar tenor and may be signed or executed by such Owners in person or by agent appointed in writing. Proof of the execution of any such instrument or of the writing appointing any such agent and of the ownership of Bonds, if made in the following manner, shall be sufficient for any of the purposes of the Indenture, and shall be conclusive in favor of the Trustee with regard to any action taken, suffered or omitted under any such instrument, namely:

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

(b) The fact of ownership of Bonds and the amount or amounts, numbers, and other identification of such Bonds, and the date of holding the same shall be proved by the Bond Register. In all cases where Bonds are owned by Persons other than the Authority, in determining whether the Owners of the requisite principal amount of Bonds Outstanding have given any request, demand, authorization, direction, notice, consent, or waiver tinder the Indenture, Bonds owned by, or held by or for the account of, the Authority, shall be disregarded and deemed not to be Outstanding under the Indenture.

Limitation of Rights Under the Indenture With the exception of rights in the Indenture expressly conferred, nothing expressed or mentioned in or to be implied by the Indenture on the Bonds, is intended or shall be construed to give any Person other than the Trustee and the Authority and the Owners of the Bonds any right, remedy, or claim under or in respect to the Indenture. All of the covenants, conditions, and provisions of the Indenture are intended to be and are for the sole and exclusive benefit of the Trustee and the Authority and the Owners of the Bonds as provided in the Indenture.

Immunity of Officers, Employees, and Members of Authority No recourse shall be had for the payment of the principal of or interest on any of the Bonds or for any claim based thereon or upon any obligation, covenant, or agreement in the Indenture contained against any past, present, or future officer, director, member, employee, or agent of the District, or the Authority, the governing body of the Authority, or of any successor public corporation, as such, either directly or through the District, or the Authority or any successor public corporation, under any rule of law or equity, statute, or constitution, or by the enforcement of any assessment or penalty or otherwise, and all such liability of any such officers, directors, members, employees, or agents as such is hereby expressly waived and released as a condition of and consideration for the execution of the Indenture and the issuance of such Bonds.

No Pledge The Authority covenants and agrees that, except as provided in the Indenture and in the Financing Agreement, it will not sell, convey, assign, pledge, encumber, or otherwise dispose of any part of its interests in the Financing Agreement or the moneys subject to the Indenture.

A-28 SUMMARY OF FINANCING AGREEMENT

The following is a summary of certain provisions contained in the Financing Agreement. The following is not a comprehensive description, however, and is qualified in its entirety by reference to the Financing Agreement for a complete recital of the terms thereof.

Authority’s Agreement to Issue the Series 2011 Bonds In the Financing Agreement, the Authority agrees to issue the Series 2011 Bonds in an aggregate principal amount of $9,740,000 for the purpose of: (1) paying, reimbursing or refinancing a portion of the Project Costs as provided in the Indenture; (2) funding a Capitalized Interest Account and Debt Service Reserve Fund; and (3) paying the Costs of Issuance. Except as provided in the Indenture, the Authority will not otherwise issue any Additional Bonds or other obligations on a parity with, or subordinate to, or senior to, the Bonds.

Use of Proceeds of the Bonds The proceeds of the sale of the Bonds paid to the Trustee shall be deposited, administered, disbursed and applied as provided in the Indenture and in the Financing Agreement.

Amount and Source of the Financing The Authority agrees to deposit with the Trustee, upon the terms and conditions specified in the Financing Agreement and in the Indenture, the proceeds received by the Authority from the sale of the Bonds, and to cause such proceeds to be applied in accordance with the Indenture.

District’s Obligation to Transfer Available Revenues No later than the tenth (10th) calendar day of each month (or the next Business Day thereafter if the tenth (10th) is not a Business Day) while any Bonds are Outstanding, the District shall transfer to the Trustee all Available Revenues as of the last day of the preceding month for deposit to the Revenue Fund to be applied by the Trustee pursuant to the Indenture.

Unconditional Performance of the District The District covenants and agrees with and for the express benefit of the Authority and the Owners of the Bonds that it will pay all Available Revenues to the Trustee as required by the Financing Agreement and will perform its obligations, covenants, and agreements under the Financing Agreement, without notice or demand, and without abatement, deduction, set-off, counterclaim, recoupment, or defense or any right of termination or cancellation arising from any circumstances whatsoever.

Annual Appropriations The District intends, on or before the last day of each Fiscal Year, to budget and appropriate for the next Fiscal Year, specifically with respect to the Financing Agreement: (a) all District Revenues for the payment of the Bonds, the Subordinate Note and other items payable in accordance with the provisions of the Indenture and the Financing Agreement; and (b) sufficient Sales Tax revenues for the payment of the fees and expenses of the Authority pursuant to the Financing Agreement. The District shall deliver written notice to the Authority and the Trustee no later than thirty (30) days after the commencement of each Fiscal Year stating whether or not the District has appropriated all District Revenues for the purpose of paying the Bonds and the Subordinate Note in accordance with the

A-29 provisions of the Indenture. If the District’s Board of Directors shall have made the appropriation of all District Revenues, the failure of the District to deliver the foregoing notice on or before the 30th day after the commencement of each Fiscal Year shall not constitute an Event of Nonappropriation. On failure to receive such notice thirty (30) days after the commencement of each Fiscal Year, the Trustee shall make independent inquiry of the fact of whether or not such appropriation has been made. If the District’s Board of Directors shall not have made an appropriation of all District Revenues, the failure of the District to deliver the foregoing notice on or before the 30th day after the commencement of each Fiscal Year shall constitute an Event of Nonappropriation. The District covenants and agrees that it has appropriated all District Revenues for the Fiscal Year in which the Series 2011 Bonds are issued and will transfer such District Revenues as Available Revenues to the Trustee for deposit in the Revenue Fund at the times and in the manner set out the Financing Agreement.

Annual Budget Requests The District covenants and agrees that the Treasurer of the District, or such other officer at any time charged with the responsibility of formulating budget proposals, is hereby directed to include in the budget proposal submitted to the District’s Board of Directors for each Fiscal Year that any Bonds are Outstanding a request for an appropriation of all District Revenues for transfer as Available Revenues to the Trustee at the times and in the manner provided in the Financing Agreement. Such requests for an annual appropriation shall be made during the Fiscal Year in which the Series 2011 Bonds are issued and in each Fiscal Year after the issuance of the Bonds so that all District Revenues are transferred as Available Revenues to the Trustee for deposit in the Revenue Fund each calendar month in accordance with the Financing Agreement. The District further intends to exhaust all available reviews and appeals in the event such portion of the budget is not approved. The District’s Treasurer, or such other officer at any time charged with the responsibility of formulating budget proposals, is directed to exhaust all available reviews and appeals in the event such portion of the budget or supplemental appropriation is not approved; it being the intention of the District that the decision to appropriate or not to appropriate under the Financing Agreement shall be made solely by the District’s Board of Directors and not by any other official of the District. Notwithstanding the foregoing, the decision to budget and appropriate funds is to be made in accordance with the District’s normal procedures for such decisions.

Pledge of District Revenues For so long as any Bonds are Outstanding, the District pledges, subject to annual appropriation, all District Revenues to payment of the Bonds and the Subordinate Note in accordance with the provisions of the Indenture, and covenants and agrees to transfer such District Revenues as Available Revenues to the Trustee at the times and in the manner provided in the Financing Agreement to be deposited and applied in accordance with the Indenture.

Restriction on Transfer of District’s Interests The District will not sell, assign, transfer or convey its interests in the Financing Agreement, the Sales Tax revenues, the Available Revenues or the District Revenues except pursuant to or in accordance with the Indenture and the Financing Agreement.

Collection of Sales Tax Revenues While any Bonds are Outstanding, the District shall take all lawful action within its reasonable control as may be required to cause the Director of Revenue of the State to collect and remit to the District all Sales Tax revenues, less its collection fee, and all other Persons to pay all Sales Taxes to the Director of Revenue in accordance with the laws of the State.

A-30 Covenants under District Documents The District shall faithfully perform or cause to be performed all covenants, agreements and obligations required on the part of the District contained in the Financing Agreement and the other District Documents, as well as the Formation Ordinance, the Petition, the Sales Tax election and the CID Act. The District shall deliver to the Trustee all reports, opinions and other documents required by the District Documents to be submitted to the Authority or the Trustee at the times required.

Tax Covenants of the District The District covenants and agrees that it will not take any action or permit any action to be taken that would adversely affect the exclusion from gross income for federal income tax purposes of the interest on the Bonds and will take whatever action, or refrain from whatever action, necessary to comply with the requirements of the Code to maintain the exclusion from gross income for federal income tax purposes of the interest on the Bonds. The District shall comply with the Tax Compliance Agreement and will pay or provide for payment to the United States Government or the Trustee, all rebate payments required under Section 148(f) of the Code and the Tax Compliance Agreement, strictly from Available Revenues and, to the extent such amounts are not available to the Trustee in the Rebate Fund held under the Indenture, then from other legally available District funds, if any, subject to appropriation. This covenant shall survive payment in full or defeasance of the Bonds. The Tax Compliance Agreement may be amended or replaced if, in the opinion of Bond Counsel, such amendment or replacement will not adversely affect the exclusion from federal gross income of the interest on the Bonds. The District shall be responsible on behalf of the Authority for computing and making all rebate payments required under Section 148(f) of the Code from Available Revenues and, to the extent such amounts are not available to the Trustee in the Rebate Fund held under the Indenture, then from other legally available District funds, if any, subject to appropriation; provided, however, under the Tax Compliance Agreement and the Indenture, the Trustee has agreed to engage the Rebate Analyst to compute arbitrage rebate on the Bonds and will pay rebate from the Rebate Fund as provided in the Indenture. The fees and expenses of the Trustee incurred for computing arbitrage rebate and undertaking any other duties assigned to the Trustee under the Tax Compliance Agreement shall be paid from Available Revenues in the Revenue Fund and/or Rebate Fund as part of the Trustee’s fees and expenses. To the extent moneys in the Rebate Fund are insufficient to pay the required amount of rebate to the United States as and when due, the District covenants and agrees that it will, subject to appropriation, provide sufficient funds to the Trustee for deposit in the Rebate Fund in order to enable the Trustee to make such rebate payments.

District Authorized to Direct Investment of Moneys in Funds and Accounts In the Financing Agreement, the Authority authorizes the District to direct the Trustee in the investment of all moneys in the Funds and Accounts created under the Indenture, and the District agrees to so direct the Trustee in compliance with the Indenture and the Tax Compliance Agreement.

Payments to Constitute Current Expense of the District The Authority and the District acknowledge and agree that the payments and agreements to make payments by the District under the Financing Agreement shall constitute currently budgeted expenditures of the District, and shall not in any way be construed or interpreted as creating a liability or a general obligation or debt of the District in contravention of any applicable constitutional or statutory limitation or requirements concerning the creation of indebtedness by the District, nor shall anything contained in the Financing Agreement constitute a pledge of the general credit of the District. The District’s obligations to make payments under the Financing Agreement shall be from year to year only, and shall not constitute a mandatory payment obligation of the District in any ensuing Fiscal Year beyond the then

A-31 current Fiscal Year. Neither the Financing Agreement nor the issuance of the Bonds shall directly or indirectly obligate the District to levy or pledge any form of taxation or make any appropriation or make any payments beyond those appropriated for the District’s then current Fiscal Year, but in each Fiscal Year payment by the District shall be payable solely from the amounts budgeted and appropriated therefor out of the income and revenue provided for such year, plus any unencumbered balances from previous years; provided, however, that nothing herein shall be construed to limit the rights of the Owners or the Trustee to receive any amounts which may be realized from the Trust Estate pursuant to the Indenture. Failure of the District to budget and appropriate District Revenues as provided in the Financing Agreement shall be deemed an Event of Nonappropriation.

Covenant to Report Sales Tax Revenues The District covenants and agrees that it shall provide to the Trustee on a monthly basis a copy of the aggregate report of all Sales Tax revenues received during the previous month from the Missouri Department of Revenue. In addition, the District agrees to cooperate with the Trustee for verification of calculations and deposits of the Sales Tax revenues, District Revenues and Available Revenues, to the extent permitted by law.

No Repeal, Amendment or Lowering of Sales Tax The District covenants and agrees that it shall not repeal, amend, or lower the rate of the Sales Tax unless and until the principal and interest on the Bonds and the Subordinate Note have been paid in full and all fees and expenses payable under the Financing Agreement and the Indenture have been paid in full.

Continuing Disclosure The District is the “obligated person” with responsibility for continuing disclosure under Rule 15c2-12 of the Securities and Exchange Commission. The District covenants and agrees that it will comply with and carry out all of the provisions of the Continuing Disclosure Agreement. The District will deliver to the Trustee confirmation that the Continuing Disclosure has been completed. Notwithstanding any other provisions of the Financing Agreement, failure of the District or the Dissemination Agent to comply with the Continuing Disclosure Agreement shall not be considered an Event of Default under the Financing Agreement; however, the Trustee may (and at the request of any Participating Underwriter or the Owners of at least 25% aggregate principal amount of Outstanding Bonds or Beneficial Owner) take such actions as may be necessary or appropriate, including seeking mandate or specific performance by court order, cause the District to comply with its obligations under the Continuing Disclosure Agreement. For these purposes, “Beneficial Owner” means any person who (a) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Bonds (including Persons holding Bonds through nominees, depositories or other intermediaries), or (b) is treated as the Owner of any Bonds for federal income tax purposes, and “Dissemination Agent” and “Participating Underwriter” shall have the meanings respectively ascribed thereto in the Continuing Disclosure Agreement.

Assignment by the Authority The Authority, by means of the Indenture and as security for the payment of the principal of, purchase price, and redemption premium, if any, and interest on the Bonds, will assign, pledge, and grant a security interest in certain of its rights, title, and interests in, to, and under the Financing Agreement, including Available Revenues and, subject to annual appropriation by the District, District Revenues, and other revenues, moneys, and receipts received by it pursuant to the Financing Agreement, to the Trustee.

A-32 The Trustee is given the right to enforce, either jointly with the Authority or separately, with respect to the rights assigned by the Authority to the Trustee under the Indenture as to the performance of certain obligations of the District under the Financing Agreement, and the District consents to the same and agrees that the Trustee may enforce such rights as rights held directly by the Trustee. The Authority's rights to payment of its fees and expenses, to indemnification and other rights as otherwise expressly set forth in the Financing Agreement are specifically excepted and reserved to the Authority.

Restriction on Transfer of Authority’s Rights Except as provided in the Financing Agreement, or in the Indenture, the Authority shall not sell, convey, assign, pledge, encumber, or otherwise dispose of any of its interests in, to and under the Financing Agreement assigned to the Trustee or any part of the moneys subject to the Indenture.

Events of Default Defined The term “Event of Default” or “Default” shall mean any one or more of the following events:

(a) Failure by the District to make a timely transfer of any Available Revenues to the Trustee as and when required under the Financing Agreement.

(b) An Event of Nonappropriation.

(c) Failure by the District to observe and perform any covenant, condition, or agreement on the part of the District under the Financing Agreement, other than as referred to in the preceding subsection (a) or (b) above, and other than as referred to in subsection (g) below, for a period of sixty (60) days after written notice of such default has been given to the District by the Authority or the Trustee during which time such default is neither cured by the District nor waived in writing by the Authority and the Trustee, provided that, if the failure stated in the notice cannot be corrected within said 60-day period, the Authority and the Trustee may consent in writing to an extension of such time prior to its expiration. The Authority and the Trustee will not unreasonably withhold their consent to such an extension if corrective action is instituted by the District within the 60-day period and diligently pursued to completion and if such consent, in their judgment, does not materially adversely affect the interests of the Owners.

(d) Any material representation or warranty by the District herein, in any other District Document, or in any certificate or other instrument delivered under or pursuant to the Financing Agreement or in connection with the issuance of the Bonds shall prove to have been false, incorrect, misleading, or breached in any material respect on the date when made, unless waived in writing by the Authority and the Trustee.

(e) An Event of Default shall have occurred under the Indenture, or the Indenture at any time shall prove not to be a valid, binding, and enforceable agreement of the Authority or shall not constitute a valid assignment of the rights of the Authority under the Financing Agreement purportedly assigned under the Indenture and effective to vest in the Trustee all such rights of the Authority in, to and under the Financing Agreement, including the right to enforce the Financing Agreement in accordance with its terms.

(f) The filing by the District of a voluntary petition in bankruptcy, or failure by the District to promptly lift any execution, garnishment, or attachment of such consequence as would impair the ability of the District to carry on its operation, or adjudication of the District as

A-33 bankrupt, or assignment by the District for the benefit of creditors, or the entry by the District into an agreement of composition with creditors, or the approval by a court of competent jurisdiction of a petition applicable to the District in any proceedings instituted under the provisions of federal bankruptcy law, or under any similar acts which may hereafter be enacted.

Promptly after the District has knowledge of an Event of Default hereunder or knowledge of the District’s failure to observe and perform any covenant, condition, or agreement on the part of the District under the Financing Agreement, the District will deliver to the Authority and the Trustee a written notice specifying the nature and period of existence thereof and the action the District is taking and proposes to take with respect to such Event of Default or failure.

(g) Failure by the District to observe and perform its obligations with respect to the Authority's rights to payment of its fees and expenses, to indemnification and as otherwise expressly set forth in the Financing Agreement which are specifically excepted and reserved to the Authority, for a period of sixty (60) days after written notice of such default has been given to the District by the Authority during which time such default is neither cured by the District nor waived in writing by the Authority, provided that, if the failure stated in the notice cannot be corrected within said 60-day period, the Authority may consent in writing to an extension of such time prior to its expiration. The Authority will not unreasonably withhold its consent to such an extension if corrective action is instituted by the District within the 60-day period and diligently pursued to completion.

Remedies on Default Whenever any Event of Default (other than an Event of Default under subsection (g)) above has occurred and is continuing, the Trustee, as the assignee of the Authority, may pursue any available remedy at law or equity by suit, action, mandamus, or other proceeding to enforce the payment of the Available Revenues pursuant to the Financing Agreement, and to enforce and compel the performance of the duties and obligations of the District as herein set forth; provided, however, that such remedy may be satisfied solely from the Available Revenues and from no other source. If an Event of Default (other than an Event of Default under subsection (g) above) has occurred and is continuing, the Trustee may, and shall upon the written request of a majority in aggregate principal amount of the Bonds then Outstanding, by notice in writing delivered to the Authority, declare the principal of all Bonds then Outstanding and the interest accrued thereon immediately due and payable. Any amount collected pursuant to action shall be paid to the Trustee and applied, first, to the payment of any reasonable costs, expenses, and fees incurred by the Authority or the Trustee as a result of taking such action and, second, any balance shall be deposited into the Revenue Fund and applied in accordance with the Indenture. Notwithstanding the foregoing, the Trustee shall not be obligated to take any step that in its opinion will or might cause it to expend time or money or otherwise incur liability, unless and until satisfactory indemnity has been furnished to the Trustee at no cost or expense to the Trustee as provided in accordance with the Indenture. If any covenant, condition, or agreement contained in the Financing Agreement is breached or any Event of Default (other than an Event of Default under subsection (g) above) has occurred and such breach or Event of Default is thereafter waived by the Trustee, such waiver shall be limited to such particular breach or Event of Default.

A-34 The Authority alone shall have the remedies set out in the Financing Agreement upon an Event of Default under subsection (g) above and, where applicable, the word “Trustee” shall be replaced with the word the “Authority.”

No Remedy Exclusive No remedy conferred or reserved in the Financing Agreement is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given under the Financing Agreement or now or hereafter existing at law or in equity or by statute. No delay or omission to exercise any right or power accruing upon an Event of Default shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. In order to entitle the Trustee or the Authority, as applicable, to exercise any remedy reserved to it in the Financing Agreement, it shall not be necessary to give any notice, other than such notice as may be herein expressly required.

Authority and District to Give Notice of Default The Authority and the District shall each promptly give to the Trustee and the non-defaulting party written notice of any Event of Default (other than an Event of Default under subsection (g) above) of which the Authority or the District, as the case may be, shall have actual knowledge or written notice, but neither the Authority nor the District shall be liable for failing to give such notice.

Remedial Rights Assigned to the Trustee Upon the execution and delivery of the Indenture, the Authority will thereby have assigned to the Trustee all rights and remedies conferred upon the Authority by the Financing Agreement, other than such rights and remedies specifically reserved to the Authority. The Trustee shall have the exclusive right to exercise such rights and remedies conferred upon the Authority by the Financing Agreement and assigned to the Trustee in the Indenture in the same manner and to the same extent, but under the limitations and conditions imposed in the Financing Agreement and the Indenture. The Trustee and the Owners shall be deemed third party creditor-beneficiaries of all applicable representations, warranties, covenants and agreements contained herein.

Optional Redemption The District shall have and is granted the option to prepay, in whole or in part, at any time the amounts payable under the Financing Agreement in sums sufficient to redeem or to pay or cause to be paid all or part of the Bonds in accordance with the provisions of the Indenture. At the written direction of the District, the Authority shall cause the Bonds or any portion thereof to be redeemed pursuant to any optional redemption provisions of the Indenture; provided that the District shall provide funds sufficient to redeem the Bonds in whole or in part at the times and at the prepayment prices sufficient to effectuate such redemption in accordance with the Indenture.

Notice of Prepayment To exercise its rights with respect to optional redemption as provided in the Financing Agreement, the District shall give written notice to the Authority and the Trustee which shall specify therein the date upon which such optional redemption will occur, which date shall be not less than forty-five (45) days from the date the notice is received by the Trustee. In the Indenture, the Authority has directed the Trustee to forthwith take all steps (other than the payment of the money required to redeem the Bonds) necessary

A-35 under the applicable provisions of the Indenture to effect any redemption of the then Outstanding Bonds, in whole or in part, pursuant to the redemption provisions of the Indenture.

Precedence of Prepayment Right The rights, options, and obligations of the District with respect to optional redemption may be exercised or shall be fulfilled, as the case may be, whether or not an Event of Default exists under the Financing Agreement; provided that such Event of Default will not result in non-fulfillment of any condition to the exercise of any such right or option; and provided further that no amounts payable pursuant to the Financing Agreement shall be prepaid in part during the continuance of certain Events of Default as described in the Financing Agreement.

Supplemental Financing Agreements without Consent of Bondowners Without the consent of the Owners of any Bonds, the Authority and the District may from time to time enter into one or more Supplemental Financing Agreements for any of the following purposes:

(a) to more precisely identify any Project financed or refinanced out of the proceeds of the Bonds, or to substitute or add additional property thereto; or

(b) to add to the conditions, limitations and restrictions on the authorized amount, terms or purposes of the Bonds, as set forth in the Financing Agreement, additional conditions, limitations and restrictions thereafter to be observed; or

(c) to add to the covenants of the District or to the rights, powers and remedies of the Trustee for the benefit of the Owners of all Bonds or to surrender any right or power conferred upon the District in the Financing Agreement, or excepted and reserved by the Authority;

(d) to provide for the issuance of Additional Bonds in accordance with the Financing Agreement and the Indenture; or

(e) to cure any ambiguity, to correct or supplement any provision in the Financing Agreement which may be inconsistent with any other provision of the Financing Agreement or to make any other changes, with respect to matters or questions arising under the Financing Agreement, which shall not be inconsistent with the provisions of the Financing Agreement, provided such action shall not adversely affect the interests of the Owners of the Bonds.

Supplemental Financing Agreements with Consent of Bondowners In addition to Supplemental Indentures not requiring the consent of the Owners and subject to the terms and provisions contained in the Financing Agreement, and not otherwise, with the consent of the Owners of not less than a majority in aggregate principal amount of the Bonds then Outstanding, the Authority and the District may from time to time enter into such other Supplemental Financing Agreement or Supplemental Financing Agreements as shall be deemed necessary and desirable by the Authority and the District for the purpose of modifying, amending, adding to, or rescinding, in any particular, any of the terms or provisions contained in the Financing Agreement or in any Supplemental Financing Agreement; provided, however, that nothing shall permit or be construed as permitting:

(a) an extension of the maturity of the principal of or the scheduled date of payment of interest on any Bond;

A-36 (b) a reduction in the principal amount, redemption premium, or any interest payable on any Bond;

(d) a reduction in the aggregate principal amount of Bonds the Owners of which are required for consent to any such Supplemental Financing Agreement; or

(e) the modification of the rights, duties, or immunities of the Trustee, without the written consent of the Trustee.

It shall not be necessary for the required percentage of Owners of Bonds to approve the particular form of any proposed Supplemental Financing Agreement, but it shall be sufficient if such act shall approve the substance thereof.

Execution of Supplemental Financing Agreements In executing or consenting to any Supplemental Financing Agreement permitted by the Financing Agreement, the Authority and the Trustee shall receive, and shall be fully protected in relying upon, an Opinion of Counsel addressed to the Trustee and the Authority stating that the execution of such Supplemental Financing Agreement is authorized or permitted by the Financing Agreement and that the execution and delivery thereof will not adversely affect the exclusion from federal gross income of interest on the Bonds. The Trustee may, but shall not be obligated to, consent to any such Supplemental Financing Agreement which affects the Trustee’s own rights, duties or immunities under the Financing Agreement or otherwise.

Effect of Supplemental Financing Agreements Upon the execution of any Supplemental Financing Agreement, the Financing Agreement shall be modified in accordance therewith and such Supplemental Financing Agreement shall form a part of the Financing Agreement for all purposes; and the District, the Authority, the Trustee and every Owner of Bonds theretofore or thereafter authenticated and delivered under the Indenture shall be bound thereby.

Reference in Bonds to Supplemental Financing Agreements Bonds authenticated and delivered after the execution of any Supplemental Financing Agreement may, and if required by the Authority shall, bear a notation in form approved by the Trustee as to any matter provided for in such Supplemental Financing Agreement. If the Authority shall so determine, new Bonds so modified as to conform, in the opinion of the Authority, to any such Supplemental Financing Agreement may be prepared and executed by the Authority and authenticated and delivered by the Trustee in exchange for Outstanding Bonds.

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A-37 SUMMARY OF THE CONTINUING DISCLOSURE AGREEMENT

The following summarizes certain provisions of the Continuing Disclosure Agreement. This summary does not purport to be complete, and reference is made to the Continuing Disclosure Agreement for the complete provisions thereof.

In accordance with the requirements of Rule 15c2–12 (the “Rule”) promulgated by the Securities and Exchange Commission, the District shall, or shall cause the Dissemination Agent to, not later than 180 days after the end of the District’s Fiscal Year, commencing with the year ending April 30, 2012, file with the MSRB, through EMMA, the following financial information and operating data (the “Annual Report”):

(1) The audited financial statements of the District for the prior Fiscal Year, prepared in accordance with generally accepted accounting principles. If audited financial statements are not available by the time the Annual Report is required to be filed, the Annual Report shall contain unaudited financial statements, and the audited financial statements shall be filed in the same manner as the Annual Report promptly after they become available.

The District shall provide a Semi–Annual Report to the Dissemination Agent not later than each Semi–Annual Report Date, and the Dissemination Agent shall provide the Semi–Annual Report to the MSRB within 5 Business Days after receipt thereof from the District.

“Semi–Annual Report Date” means the date which is not later than the 60th day following each April 30 and October 30, commencing on the date which is not later than 60 days following April 30, 2012.

“Semi–Annual Report” means a document or set of documents which contains (a) updated information to the information contained in the Official Statement relating to the Bonds under the captions “SUMMARY OF LEASES” and (b) the amount by month of Available Revenues deposited into the Revenue Fund.

No later than 10 Business days after the occurrence of any of the following events, the District shall give, or cause to be given to the MSRB, through EMMA, notice of the occurrence of any of the following events with respect to the Series 2011 Bonds (“Material Events”):

(1) principal and interest payment delinquencies; (2) non-payment related defaults, if material; (3) unscheduled draws on debt service reserves reflecting financial difficulties; (4) unscheduled draws on credit enhancements reflecting financial difficulties; (5) substitution of credit or liquidity providers, or their failure to perform; (6) adverse tax opinions; the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701- TEB) or other material notices or determinations with respect to the tax status of the Series 2011 Bonds, or other material events affecting the tax status of the Series 2011 Bonds; (7) modifications to rights of bondholders, if material; (8) bond calls, if material, and tender offers; (9) defeasances;

A-38 (10) release, substitution or sale of property securing repayment of the Series 2011 Bonds, if material; (11) rating changes; (12) bankruptcy, insolvency, receivership or similar event of the District; (13) the consummation of a merger, consolidation, or acquisition involving the District or the sale of all or substantially all of the assets of the District, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; and (14) appointment of a successor or additional trustee or the change of name of the trustee, if material.

The District and the Dissemination Agent may amend the Continuing Disclosure Agreement and any provision of the Continuing Disclosure Agreement may be waived, provided that Bond Counsel or other counsel experienced in federal securities law matters provides the District and the Dissemination Agent with its written opinion that the undertaking of the District contained in the Continuing Disclosure Agreement, as so amended or after giving effect to such waiver, is in compliance with the Rule and all current amendments thereto and interpretations thereof that are applicable to the Continuing Disclosure Agreement.

If the District or the Dissemination Agent fails to comply with any provision of the Continuing Disclosure Agreement, any Participating Underwriter or any Beneficial Owner of the Bonds may take such actions as may be necessary and appropriate, including seeking mandamus or specific performance by court order, to cause the District or the Dissemination Agent, as the case may be, to comply with its obligations under the Continuing Disclosure Agreement. A default under the Continuing Disclosure Agreement shall not be deemed an event of default under the Indenture or the Series 2011 Bonds, and the sole remedy under the Continuing Disclosure Agreement in the event of any failure of the District or the Dissemination Agent to comply with the Continuing Disclosure Agreement shall be an action to compel performance.

In a separate certificate, the Property Owner has agreed to provide to the District the information required under clause (a) of the definition of Semi–Annual Report not later than each May 10 and November 10, commencing May 10, 2012.

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A-39 (THIS PAGE LEFT BLANK INTENTIONALLY) APPENDIX B

FORM OF OPINION OF BOND COUNSEL (THIS PAGE LEFT BLANK INTENTIONALLY) APPENDIX B FORM OF OPINION OF BOND COUNSEL

December 2, 2011

The Industrial Development Authority of the City of Kansas City, Missouri Kansas City, Missouri

Ward Parkway Center Community Improvement District Kansas City, Missouri

Stifel, Nicolaus & Company, Incorporated St. Louis, Missouri

BOKF, N.A., doing business as Bank of Kansas City Kansas City, Missouri

Re: $9,740,000 The Industrial Development Authority of the City of Kansas City, Missouri Sales Tax Revenue Bonds (Ward Parkway Center Community Improvement District), Series 2011

Ladies and Gentlemen:

We have acted as Bond Counsel in connection with the issuance by The Industrial Development Authority of the City of Kansas City, Missouri (the “Authority”) of the above-captioned bonds (the “Series 2011 Bonds”). The Series 2011 Bonds are issued pursuant to Chapter 349 of the Revised Statutes of Missouri, as amended (the “Act”) and under the Community Improvement District Act, sections 67.1401 to 67.1571, inclusive, of the Revised Statutes of Missouri, as amended (the “CID Act”). The Bonds are issued under a Trust Indenture dated as of December 1, 2011 (the “Indenture”) between the Authority and BOKF, N.A., doing business as Bank of Kansas City, as trustee (the “Trustee”). Capitalized terms used in this opinion and not otherwise defined in this opinion shall have the meanings assigned to such terms in the Indenture.

The proceeds of the Series 2011 Bonds are being made available to the Ward Parkway Center Community Improvement District (the “District”) pursuant to a Financing Agreement dated as of December 1, 2011 (the “Financing Agreement”) between the Authority and the District. Under the Financing Agreement, the District has agreed to transfer all Available Revenues to the Trustee to be applied to the payment of the principal of and premium, if any, and interest on the Series 2011 Bonds. Such payments and rights of the Authority under the Financing Agreement (except certain retained rights as specified therein) are pledged and assigned by the Authority under the Indenture as security for the Series 2011 Bonds.

In rendering this opinion, we have examined the following in connection with the issuance and sale of the Series 2011 Bonds:

(a) Resolution No. 2457 of the Authority adopted September 22, 2011 approving the Project and declaring its intent to issue bonds;

B-1 (b) Resolution No. 2459 (the “Bond Resolution”) passed by the Authority on November 22, 2011 authorizing the issuance of the Series 2011 Bonds;

(c) Resolution 2011-13 adopted May 18, 2011 stating the District’s intent to proceed with the Project and finance a portion of the costs with tax exempt obligations;

(d) Resolution No. 2011-15 (the “District Resolution”) passed by the District on November 22, 2011 authorizing the District to enter into certain agreements in connection with the issuance of the Series 2011 Bonds;

(e) the Indenture;

(f) the Financing Agreement;

(g) the Continuing Disclosure Agreement dated as of December 1, 2011 (the “Continuing Disclosure Agreement”) among the Authority, the District and the trustee as dissemination agent;

(h) the Tax Compliance Agreement dated as of December 1, 2011 (the “Tax Agreement”) among the Authority, the District and the Trustee; and

(i) Such other records and instruments of the Authority and the District, together with applicable laws of the State of Missouri, certificates of public officials and such other documents as we deem relevant in rendering this opinion.

In rendering this opinion, we have relied upon the opinion dated of even date herewith of Polsinelli Shughart PC, counsel to the District, with respect to among other matters: (a) the due organization and authority of the District as authorized by the CID Act and the Petition for Establishment of Ward Parkway Center Community Improvement District dated March 7, 2011 (the “Petition”), (b) the validity and enforceability of the levy and imposition of the Sales Tax by the District within the boundaries of the District including the requisite approval of the qualified voters of the District and notification of the State of Missouri of imposition of the tax in accordance with Section 32.087, RSMo., (c) the District’s authorization of, including receipt of all consents and approvals for, the execution and delivery of the Financing Agreement, Continuing Disclosure Agreement and the Tax Agreement (collectively, the “District Agreements”), and the performance of its obligations thereunder, and (d) the binding effect and enforceability of the District Agreements against the District.

We have examined the law and such certified proceedings and other documents as we deem necessary to render this opinion. In our examination of such proceedings and documents as Bond Counsel, we have assumed the genuineness of all signatures and the authority of the parties executing such documents, the authenticity of such documents submitted to us as originals, and the conformity to originals of all documents submitted to us as copies. As to questions of fact material to our opinion we have relied upon the certified proceedings and other certifications of public officials furnished to us without undertaking to verify the same by independent investigation. With respect to opinions set forth herein regarding tax law, we have assumed that all covenants and requirements of the Indenture, the Financing Agreement and the Tax Agreement will be complied with and fulfilled.

Based upon and subject to the foregoing, and subject to the qualifications hereinafter referred to, we are of the opinion, under existing law, as follows:

B-2 1. The Series 2011 Bonds have been duly authorized, executed and delivered by the Authority and are valid and legally binding limited obligations of the Authority. The Series 2011 Bonds are special, limited obligations of the Authority, payable solely from applicable Available Revenues and other moneys pledged thereto and held by the Trustee as provided in the Indenture. The Series 2011 Bonds do not constitute an indebtedness of the Authority or the District within the meaning of any constitutional or statutory provision, limitation or restriction, nor in any event shall the Series 2011 Bonds be payable out of any funds or properties other than those assets of the Authority that are specifically pledged under the Indenture to secure the Series 2011 Bonds. The Authority has no taxing power.

2. Under existing law, the interest on the Series 2011 Bonds (including any original issue discount properly allocable to an owner thereof) is excludable from gross income for federal and Missouri income tax purposes and is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations. It should be noted, however that for purpose of computing the alternative minimum tax imposed on certain corporations (as defined for federal income tax purposes), such interest is take into account in determining adjusted current earnings. The opinions set forth in this paragraph are subject to the condition that the Authority, the District and the Trustee comply with all requirements of the Internal Revenue Code of 1986, as amended (the “Code”), including those set forth in the Indenture, the Financing Agreement and the Tax Agreement, that must be satisfied both prior, and subsequent, to the issuance of the Series 2011 Bonds in order that interest thereon be, or continue to be, excludable from gross income for federal income tax purposes. The Authority, the District and the Trustee have covenanted to comply with each such requirement. Failure to comply with certain of such requirements may cause the inclusion of interest on the Series 2011 Bonds in gross income for federal and Missouri income tax purposes retroactive to the date of issuance of the Series 2011 Bonds. The Series 2011 Bonds have not been designated as “qualified tax-exempt obligations” for purposes of Section 265(b) of the Code.

We express no opinion regarding (i) other federal tax consequences arising with respect to the Series 2011 Bonds, (c) the title to or the description of the real property encompassed by the District as stated in the Petition, or (iii) those matters covered in the opinion of counsel to the District.

No opinion is expressed regarding the applicability with respect to the Series 2011 Bonds or the interest on the Series 2011 Bonds of the taxes imposed by the State of Missouri on financial institutions under Chapter 148, RSMo, as amended.

We have not been engaged nor have we undertaken to review the accuracy, completeness or sufficiency of the Official Statement or other offering material relating to the Series 2011 Bonds (except to the extent, if any, stated in the Official Statement) and we express no opinion relating thereto (excepting only the matters set forth as our opinion in the Official Statement).

The rights of the owners of the Series 2011 Bonds and the enforceability of the Series 2011 Bonds, the Indenture, the Financing Agreement, the Continuing Disclosure Agreement and the Tax Agreement may be subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights heretofore or hereafter enacted to the extent applicable and their enforcement may be subject to the exercise of judicial discretion in appropriate cases.

This letter and the legal opinions in this letter are intended to be relied upon by you and the Bondowners only, solely for the purposes of the transactions described in this letter and are not to be relied upon by any other person or entity, or for any other purpose or quoted as a whole or in part, or otherwise referred to, in any other document other than the Series 2011 Bonds, or to be filed with any governmental or other administrative agency or other person or entity without our prior written consent. We do not undertake to

B-3 advise you of any changes in the laws or facts that may occur or come to our attention after the date of this Opinion.

We bring to your attention the fact that our conclusions are an expression of professional judgment and are not a guarantee of result.

Very truly yours,

B-4