HomeMy WebLinkAbout2023 Approving a Plan for an Industrial Dev Project for Project Magnet; Chapter 100 Bonds $119,730.00 BILL NO. 2024-056 ORDINANCE NO.
AN ORDINANCE APPROVING A PLAN FOR AN INDUSTRIAL DEVELOPMENT PROJECT
FOR PROJECT MAGNET; AUTHORIZING THE CITY TO ISSUE ITS TAXABLE INDUSTRIAL
REVENUE BONDS IN THE AGGREGATE MAXIMUM PRINCIPAL AMOUNT OF $119,730,000;
AND AUTHORIZING CERTAIN OTHER ACTIONS IN CONNECTION WITH THE ISSUANCE
OF THE BONDS.
WHEREAS, the City of Riverside, Missouri, a fourth-class city and political subdivision of
the State of Missouri (the "City"), is authorized and empowered pursuant to the provisions of
Article VI, Section 27(b) of the Missouri Constitution, as amended, and Sections 100.010 through
100.200, inclusive, of the Revised Statutes of Missouri, as amended (RSMo)(collectively, the"Act"),
to purchase, construct, extend and improve certain projects (as defined in Section 100.010 RSMo)
and to issue industrial development revenue bonds for the purpose of providing funds to pay the
costs of such projects and to lease or otherwise dispose of such projects to private persons or
corporations for manufacturing, commercial, warehousing and industrial development purposes
upon such terms and conditions as the City shall deem advisable; and
WHEREAS, Section 100.050 RSMo requires the City to prepare a plan in connection with
any industrial development project undertaken pursuant to the Act; and
WHEREAS, the City, in accordance with Section 100.050 of the Act, prepared a Plan for
an Industrial Development Project (the "Plan") for Project Magnet, consisting of the construction
of a live entertainment amphitheater with a capacity of approximately 15,000 people, including
ancillary structures, associated food and beverage areas and associated fixtures, and
infrastructure improvements including parking areas, roadways, signalization improvements,
utility extensions and site improvements (the "Project"), on approximately 135.6 acres situated to
the northwest of the intersection of Horizons Parkway and 1-635 in Riverside, Missouri; notice of
the Project was given to the taxing jurisdictions in accordance with Section 100.059.1 of the Act;
and the City now desires to approve the Plan; and
WHEREAS, the City desires to issue a series of industrial development bonds under the
Act in order to provide tax abatement and sales tax exemption on construction materials for the
Project; and
WHEREAS, the City has and does hereby find and determine that it is desirable for the
economic development of the City and within the public purposes of the Act that the City proceed
with the issuance of said bonds for the purposes described above; and
WHEREAS, the City further finds and determines that it is necessary and desirable in
connection with the issuance of the Bonds that the City enter into certain documents and that the
City take certain other actions and approve the execution of certain other documents as herein
provided;
NOW, THEREFORE, BE IT ORDAINED BY THE BOARD OF ALDERMEN OF THE CITY
OF RIVERSIDE, MISSOURI, AS FOLLOWS:
SECTION 1. PROMOTION OF ECONOMIC DEVELOPMENT; FINDING OF
COMMERCIAL FACILITY. The Board of Aldermen hereby finds and determine that (1) the
Project will promote the economic welfare and the development of the City, and the issuance of
the bonds by the City will be in furtherance of the public purposes set forth in the Act, and (2) the
Project constitutes a commercial facility under the Act.
SECTION 2—APPROVAL OF PLAN. The Board of Alderman hereby approves the Plan
for an Industrial Development Project attached hereto as Exhibit A in accordance with Section
100.050 of the Act.
SECTION 3-AUTHORIZATION OF THE BONDS. The City is hereby authorized to issue
and sell its Taxable Industrial Revenue Bonds (Project Magnet), in an aggregate maximum
principal amount of not to exceed $119,730,000 (the "Bonds"), for the purpose of providing funds
to pay costs of the Project and to pay costs of issuing the Bonds. The Bonds shall be issued and
secured pursuant to the Indenture and shall have such terms, provisions, covenants and
agreements as are set forth therein.
SECTION 4 - LIMITATION ON LIABILITY. The Bonds and the interest thereon shall be
limited and special revenue obligations of the City payable solely out of the payments, rents,
revenues and receipts derived by the City from the herein authorized Lease Agreement and not
from any other fund or source of the City. Such payments, rents, revenues and receipts shall be
pledged and assigned to the bond trustee named in the Indenture (the "Trustee") as security for
the payment of the Bonds as provided in the Indenture. The Bonds and the interest thereon shall
not constitute general obligations of the City or the State of Missouri (the "State"), and neither the
City nor the State shall be liable thereon. The Bonds shall not constitute an indebtedness within
the meaning of any constitutional or statutory debt limitation or restriction, and are not payable in
any manner by taxation.
SECTION 5 - AUTHORIZATION OF DOCUMENTS. The City is hereby authorized to
enter into the following documents (the "City Documents"), in substantially the forms presented to
and approved by the Board of Aldermen and attached to this Ordinance, with such changes
therein as are approved by the officials of the City executing the documents, such officials'
signatures thereon being conclusive evidence of their approval thereof:
(a) Trust Indenture dated as of the date set forth therein (the "Indenture"),
between the City and the Trustee, pursuant to which (1) the Bonds will be issued and (2)
the City will pledge the Project and assign certain of the payments, revenues and receipts
received pursuant to the Lease Agreement to the Trustee for the benefit and security of
the owners of the Bonds upon the terms and conditions as set forth in the Indenture.
(b) Lease Agreement dated as of the date set forth therein (the "Lease
Agreement"), between the City and Live Nation Entertainment, Inc., a Delaware
corporation, or its assignee or designee (the "Company"), under which the City will lease
the Project to the Company, pursuant to the terms and conditions in the Lease Agreement,
in consideration of rental payments by Company that will be sufficient to pay the principal
of, premium, if any, and interest on the Bonds, including a Memorandum of Lease
Agreement providing notice of the Lease Agreement.
(c) Bond Purchase Agreement dated as of the date set forth therein, among
the City, the Company and the purchaser of the Bonds.
SECTION 6. CREATION OF BOND FUND. The City is hereby authorized to establish
with the Trustee pursuant to the Indenture, a special trust fund in the name of the City and the
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City shall cause all sums required by the Indenture to be deposited therein and shall create all
accounts therein required by the Indenture.
SECTION 7 - EXECUTION OF DOCUMENTS. The Mayor is hereby authorized to
execute the Bonds and to deliver the Bonds to the Trustee for authentication for and on behalf of
and as the act and deed of the City in the manner provided in the Indenture. The Mayor is hereby
authorized to execute the City Documents and such other documents, certificates and instruments
as may be necessary or desirable to carry out and comply with the intent of this Ordinance, for
and on behalf of and as the act and deed of the City. The City Clerk is hereby authorized to attest
to and affix the seal of the City to the Bonds and the City Documents and such other documents,
certificates and instruments as may be necessary or desirable to carry out and comply with the
intent of this Ordinance.
SECTION 8 - FURTHER AUTHORITY. The City shall, and the officials, agents and
employees of the City are hereby authorized to, take such further action, and execute such other
documents, certificates and instruments as may be necessary or desirable to carry out and
comply with the intent of this Ordinance and to carry out, comply with and perform the duties of
the City with respect to the Bonds and the City Documents. The Mayor is hereby authorized,
throughout the term of the Lease Agreement, to execute all documents on behalf of the City
(including documents pertaining to financings and the transfer of property) as may be required to
carry out and comply with the intent of this Ordinance, the Indenture and the Lease Agreement.
The Mayor is also authorized to execute agreements relating to the use of any sales tax exemption
certificates for purchases of construction materials that may be provided prior to the issuance of
the Bonds.
SECTION 9 - CONFLICTS. All ordinances or parts of ordinances in conflict herewith are
hereby repealed.
SECTION 10 - EFFECTIVE DATE. This Ordinance shall be in full force and effect from
and after its passage and approval.
BE IT REMEMBERED that the above was read two times by heading only, passed and
approved by a majority of tl,Board of Aldermen and APPROVED by the Mayor of the City of
Riverside, Missouri, this \I ay of September, 2024.
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EXHIBIT A
PLAN FOR INDUSTRIAL DEVELOPMENT
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CITY OF RIVERSIDE,MISSOURI,
As Lessor,
AND
LIVE NATION ENTERTAINMENT,INC.,
As Lessee
LEASE AGREEMENT
Dated as of September 1,2024
Relating to:
$119,730,000
(Aggregate Maximum Principal Amount)
City of Riverside,Missouri
Taxable Industrial Revenue Bonds
(Project Magnet)
Series 2024
Certain interests of the City of Riverside,Missouri(the"Issuer"),in this Lease Agreement have been
pledged and assigned to UMB Bank,N.A.,as Trustee under the Trust Indenture dated as of September
1,2024,between the Issuer and the Trustee.
LEASE AGREEMENT
TABLE OF CONTENTS
Page
Parties 1
Recitals 1
ARTICLE I
DEFINITIONS
Section 1.1. Definitions of Words and Terms 2
Section 1.2. Rules of Interpretation 3
ARTICLE II
REPRESENTATIONS
Section 2.1. Representations by the Issuer. 4
Section 2.2. Representations by the Tenant. 5
ARTICLE III
GRANTING PROVISIONS
Section 3.1. Granting of Leasehold Estate 5
Section 3.2. Lease Term; Extension of Lease Term 5
Section 3.3. Possession and Use of the Project Improvements. 6
ARTICLE IV
PURCHASE,CONSTRUCTION,INSTALLATION AND IMPROVEMENT OF THE PROJECT
IMPROVEMENTS
Section 4.1. Issuance of the Bonds 6
Section 4.2. Purchase,Construction,Installation and Improvement of the Project Improvements 6
Section 4.3. Project Costs 7
Section 4.4. Payment for Project Costs. 7
Section 4.5. Establishment of Completion Date 7
Section 4.6. Surplus or Deficiency in Project Fund 7
Section 4.7. Project Improvements Property of the Issuer. 8
Section 4.8. Machinery and Equipment Purchased by the Tenant. 8
Section 4.9. Sales Tax Exemption. 8
ARTICLE V
RENT PROVISIONS
Section 5.1. Basic Rent 8
Section 5.2. Additional Rent 9
(i)
Section 5.3. Obligations of Tenant Absolute and Unconditional 9
Section 5.4. Prepayment of Basic Rent 10
Section 5.5. Redemption of Bonds 10
ARTICLE VI
MAINTENANCE,TAXES AND UTILITIES
Section 6.1. Maintenance and Repairs. 10
Section 6.2. Taxes,Assessments and Other Governmental Charges 10
Section 6.3. Utilities 11
ARTICLE VII
INSURANCE
Section 7.1. Insurance 11
ARTICLE VIII
ALTERATION OF THE PROJECT IMPROVEMENTS; PERMITS;MECHANIC'S LIENS
Section 8.1. Additions,Modifications and Improvements of the Project Improvements 12
Section 8.2. Removal of Equipment 12
Section 8.3. Permits and Authorizations 12
Section 8.4. Mechanics'Liens 12
ARTICLE IX
DAMAGE,DESTRUCTION AND CONDEMNATION
Section 9.1. Damage or Destruction 12
Section 9.2. Condemnation 14
Section 9.3. Bondowner Approval 14
ARTICLE X
SPECIAL COVENANTS
Section 10.1. No Warranty of Condition or Suitability by the Issuer; Exculpation and Indemnification...
15
Section 10.2. Surrender of Possession 15
Section 10.3. Issuer's Right of Access to the Project Improvements 15
Section 10.4. Granting of Easements;Mortgage 15
Section 10.5. Indemnification of Issuer and Trustee 18
Section 10.6. Depreciation, Investment Tax Credit and Other Tax Benefits 19
Section 10.7. Company to Maintain its Corporate Existence 19
Section 10.8. Security Interests 19
(ii)
ARTICLE XI
OPTION AND OBLIGATION TO PURCHASE THE PROJECT IMPROVEMENTS
Section 11.1. Option to Purchase the Project Improvements 20
Section 11.2. Conveyance of Project Improvements 20
Section 11.3. Relative Position of Option and Indenture 21
Section 11.4. Obligation to Purchase the Project Improvements. 21
ARTICLE XII
DEFAULTS AND REMEDIES
Section 12.1. Events of Default 21
Section 12.2. Remedies on Default 22
Section 12.3. Survival of Obligations 22
Section 12.4. Performance of the Tenant's Obligations by the Issuer 23
Section 12.5. Rights and Remedies Cumulative 23
Section 12.6. Waiver of Breach 23
ARTICLE ME
ASSIGNMENT AND SUBLEASE
Section 13.1. Assignment; Sublease 23
Section 13.2. Assignment of Revenues by Issuer 23
Section 13.3. Prohibition Against Fee Mortgage of Project Improvements. 23
ARTICLE XIV
AMENDMENTS,CHANGES AND MODIFICATIONS
Section 14.1. Amendments,Changes and Modifications 24
ARTICLE XV
MISCELLANEOUS PROVISIONS
Section 15.1. Notices 24
Section 15.2. Issuer Shall Not Unreasonably Withhold Consents and Approvals 24
Section 15.3. Net Lease 24
Section 15.4. No Pecuniary Liability 25
Section 15.5. Governing Law 25
Section 15.6. Binding Effect 25
Section 15.7. Severability 25
Section 15.8. Execution in Counterparts 25
Section 15.9. Electronic Storage 25
Exhibit A - Project Improvements
Exhibit B - Project Site
Exhibit C - Form of Requisition Certificate
(iii)
LEASE AGREEMENT
THIS LEASE AGREEMENT, dated as of September 1, 2024 (the "Lease"), between the CITY
OF RIVERSIDE, MISSOURI, a fourth-class city duly organized and validly existing under the laws of
the State of Missouri (the "Issuer"), as lessor, and LIVE NATION ENTERTAINMENT, INC., a
Delaware corporation(the"Tenant"),as lessee;
WITNESSETH:
WHEREAS, the Issuer is authorized and empowered pursuant to the provisions of Article VI,
Section 27(b)of the Missouri Constitution and Sections 100.010 through 100.200,inclusive,of the Revised
Statutes of Missouri, as amended (collectively, the "Act"), to purchase, construct, extend and improve
certain projects (as defined in the Act) and to issue industrial development revenue bonds for the purpose
of providing funds to pay the costs of such projects and to lease or otherwise dispose of such projects to
private persons or corporations for,manufacturing, commercial, office industries, warehousing and
industrial development purposes upon such terms and conditions as the Issuer deem advisable;
WHEREAS, the Issuer owns certain land described on Exhibit B hereto (the "Project Site"),
which it has leased to the Tenant pursuant to an Amended and Restated Ground Lease Agreement dated as
of _, 2024 and recorded as Instrument No. with the Platte County Recorder of
Deeds(as amended from time to time,the"Ground Lease");
WHEREAS,pursuant to the Act,the governing body of the Issuer has heretofore passed an ordinance
(the "Ordinance") on September 2024, authorizing the Issuer to issue its Taxable Industrial Revenue
Bonds (Project Magnet), Series 2024, in the aggregate maximum principal amount of$119,730,000 (the
"Bonds"), for the purpose of completing the project improvements described on Exhibit A hereto (the
"Project Improvements")on the Project Site and leasing the Project Improvements to the Tenant;
WHEREAS, pursuant to the Ordinance, the Issuer is authorized to enter into a Trust Indenture of
even date herewith(the"Indenture"),with UMB Bank,N.A.(the"Trustee"),for the purpose of issuing and
securing the Bonds, as therein provided,and to enter into this Lease with the Tenant under which the Issuer
will acquire, purchase, construct, and improve the Project Improvements and will lease the Project
Improvements to the Tenant in consideration of rental payments by the Tenant which will be sufficient to pay
the principal of and interest on the Bonds;
WHEREAS,pursuant to the foregoing,the Issuer desires to lease the Project Improvements to the
Tenant and the Tenant desires to lease the Project Improvements from the Issuer,for the rentals and upon the
terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and the mutual representations, covenants
and agreements herein contained,the receipt and sufficiency of which are hereby acknowledged,the Issuer
and the Tenant do hereby represent,covenant and agree as follows:
ARTICLE I
DEFINITIONS
Section 1.1. Definitions of Words and Terms. In addition to any words and terms defined
elsewhere in this Lease and the words and terms defined in Section 101 of the Indenture which definitions
are hereby incorporated herein by reference,and terms defined,the following words and terms as used in this
Lease shall have the following meanings:
"Additional Rent"means the additional rental described in Sections 5.2 and 6.2 of this Lease.
"Basic Rent"means the rental described in Section 5.1 of this Lease.
"Development Agreement"means the Development Agreement dated as of 2024
between the Issuer and the Tenant,as amended from time to time.
"Event of Default"means any Event of Default as described in Section 12.1 of this Lease.
"Ground Lease"means the Amended and Restated Ground Lease Agreement dated as of
2024 between the Issuer and the Tenant,recorded as Instrument No. with the Platte County
Recorder of Deeds,as amended from time to time,pursuant to which the Issuer has leased the Project Site to
the Tenant.
"Indenture"means the Trust Indenture dated as of September 1, 2024, between the Issuer and the
Trustee,as from time to time amended and supplemented in accordance with the provisions thereof.
"Lease" means this Lease Agreement, between the Issuer and the Tenant, as from time to time
amended and supplemented in accordance with the provisions of Article XIV of this Lease and Article XII
of the Indenture.
"Lease Term" means the period from the effective date of this Lease until the Lease Termination
Date unless terminated earlier as set forth herein.
"Lease Termination Date"means December 1,2035,unless extended in accordance with Section
3.2(b).
"Lender"means any financial institution or lender providing financing to Tenant and its successors
or assigns secured by a Mortgage from Tenant to Lender with respect to the Project Improvements(excluding
the Public Infrastructure).
"Mortgage" means any mortgage or deed of trust (together with all related loan and security
documents and security agreements)relating to the Project Improvements granted by the Tenant to secure a
loan to the Tenant,which constitute a lien on Project Improvements;provided that Tenant shall not grant any
such security interests in the Public Infrastructure.
"Net Proceeds"means,when used with respect to any insurance or condemnation award with respect
to the Project Improvements, the gross proceeds from the insurance or condemnation award with respect to
which that term is used remaining after payment of all expenses(including attorneys' fees,trustee's fees and
any extraordinary expenses of the Issuer and the Trustee)incurred in the collection of such gross proceeds.
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"Permitted Encumbrances" means, as of any particular time (a)liens for ad valorem taxes and
special assessments not then delinquent, (b) the Indenture, (c) this Lease, (d) utility, access and other
easements and rights-of-way, mineral rights, restrictions, exceptions and encumbrances that will not
materially interfere with or impair the operations being conducted in the Project Improvements or easements
granted to the Issuer, (e) such minor defects, irregularities, encumbrances, easements, mechanic's liens,
rights-of-way and clouds on title as normally exist with respect to properties similar in character to the Project
Improvements and as do not in the aggregate materially impair the property affected thereby for the purpose
for which it was acquired or is held by the Issuer, (f) any Mortgage, and (g) any other lien, encumbrance,
lease,easements,restrictions or covenants consented to by the Owner of 100%of the principal amount of the
Bonds.
"Project Improvements"has the meaning given on Exhibit A attached hereto and by this reference
made a part hereof, and all additions, alterations,modifications and improvements thereof made pursuant to
this Lease.
"Project Site"means the real estate described in Exhibit B attached hereto and by this reference
made a part hereof.
"Public Infrastructure"has the meaning given on Exhibit A.
"Substantial Completion"has the meaning given in Development Agreement.
"Trustee" means UMB Bank, N.A., a national banking association duly organized and validly
existing under the laws of the United States of America and authorized to accept and execute trusts of the
character herein set forth under the laws of the State of Missouri, and its successor or successors and any
other corporation which at the time may be substituted in its place pursuant to and at the time serving as
Trustee under the Indenture.
Section 1.2. Rules of Interpretation.
(a) Words of the masculine gender shall be deemed and construed to include correlative words
of the feminine and neuter genders.
(b) Unless the context shall otherwise indicate, words importing the singular number shall
include the plural and vice versa, and words importing persons shall include firms, associations and
corporations,including governmental entities,as well as natural persons.
(c) Wherever in this Lease it is provided that either party shall or will make any payment or
perform or refrain from performing any act or obligation, each such provision shall, even though not so
expressed,be construed as an express covenant to make such payment or to perform,or not to perform,as the
case may be,such act or obligation.
(d) All references in this instrument to designated"Articles,""Sections"and other subdivisions
are, unless otherwise specified, to the designated Articles, Sections and subdivisions of this instrument as
originally executed. The words "herein," "hereof," "hereunder" and other words of similar import refer to
this Lease Agreement as a whole and not to any particular Article, Section or other subdivision.
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(e) The Table of Contents and the Article and Section headings of this Lease shall not be treated
as a part of this Lease or as affecting the true meaning of the provisions hereof.
(f) Whenever an item or items are listed after the word"including,"such listing is not intended
to be a listing that excludes items not listed.
ARTICLE II
REPRESENTATIONS
Section 2.1. Representations by the Issuer. The Issuer makes the following representations as
the basis for the undertakings on its part herein contained:
(a) The Issuer is a fourth-class city duly organized and validly existing under the laws of the
State of Missouri. Under the provisions of the Act,the Issuer has lawful power and authority to enter into the
transactions contemplated by this Lease and to carry out its obligations hereunder. By proper action of its
governing body,the Issuer has been duly authorized to execute and deliver this Lease,acting by and through
its duly authorized officers.
(b) The Issuer proposes to acquire, purchase, construct, and improve or cause to be acquired,
purchased, constructed,and improved on the Project Site the Project Improvements. The Issuer proposes to
lease the Project Improvements to the Tenant and sell the Project Improvements (with the exception of the
Public Infrastructure)to the Tenant if the Tenant exercises its option to purchase the Project Improvements,
all for the purpose of furthering the public purposes of the Act,and the governing body of the Issuer has found
and determined that the acquisition,purchase,construction,and improving of the Project Improvements will
further the public purposes of the Act.
(c) To finance the costs of the Project Improvements, the Issuer proposes to issue the Bonds
which will be scheduled to mature as set forth in Article II of the Indenture and will be subject to redemption
prior to maturity in accordance with the provisions of Article III of the Indenture.
(d) The Bonds are to be issued under and secured by the Indenture,pursuant to which the Project
Improvements and the net earnings therefrom, including all rents,revenues and receipts to be derived by the
Issuer from the leasing or sale of the Project Improvements, will be pledged and assigned to the Trustee as
security for payment of the principal of and interest on the Bonds.
(e) The Issuer will not mortgage the Project Improvements or pledge the revenues derived
therefrom for any bonds or other obligations other than the Bonds except with the written consent of the
Authorized Tenant Representative.
(f) The Issuer shall have no authority to operate the Project Improvements as a business or in
any other manner except as the lessor thereof.
(g) The acquisition,purchase,construction,and improvement of the Project Improvements and
the leasing of the Project Improvements by the Issuer to the Tenant will further the public purposes of the Act.
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(h) No member of the governing body of the Issuer or any other officer of the Issuer has any
significant or conflicting interest, financial, employment or otherwise, in the Tenant or in the transactions
contemplated hereby.
Section 2.2. Representations by the Tenant. The Tenant makes the following representations
as the basis for the undertakings on its part herein contained:
(a) The Tenant is a corporation duly organized,validly existing and in good standing under the
laws of the State of Delaware and is duly authorized to do business in and is in good standing under the laws
of the State of Missouri.
(b) The Tenant has lawful power and authority to enter into this Lease and to carry out its
obligations hereunder and the Tenant has been duly authorized to execute and deliver this Lease acting by and
through its duly authorized officers and representatives.
(c) The execution and delivery of this Lease,the consummation of the transactions contemplated
hereby,and the performance of or compliance with the terms and conditions of this Lease by the Tenant will
not conflict with or result in a material breach of any of the terms,conditions or provisions of,or constitute a
material default under, any mortgage, deed of trust, lease or any other restrictions or any agreement or
instrument to which the Tenant is a party or by which it or any of its property is bound,or any order,rule or
regulation applicable to the Tenant or any of its property of any court or governmental body, or constitute a
material default under any of the foregoing, or result in the creation or imposition of any prohibited lien,
charge or encumbrance of any nature whatsoever upon any of the property or assets of the Tenant under the
terms of any instrument or agreement to which the Tenant is a party.
(d) The Project Improvements will comply in all material respects with all presently applicable
building and zoning,health,environmental and safety ordinances and laws,and to the best of its knowledge,
the Project Improvements will comply with all other applicable laws,rules and regulations.
(e) The Project Improvements will be located wholly within the corporate limits of the City of
Riverside,Missouri.
ARTICLE III
GRANTING PROVISIONS
Section 3.1. Granting of Leasehold Estate. The Issuer hereby rents,leases and lets the Project
Improvements to the Tenant, subject to Permitted Encumbrances, and the Tenant hereby rents, leases and
hires the Project Improvements from the Issuer,subject to Permitted Encumbrances,for the rentals and upon
and subject to the terms and conditions herein contained.
Section 3.2. Lease Term; Extension of Lease Term.
(a) This Lease shall become effective upon its delivery, and subject to sooner termination
pursuant to the provisions of this Lease,shall have an initial term commencing as of the date of this Lease and
terminating on the Lease Termination Date,unless terminated earlier as set forth herein.
(b) If Substantial Completion has not occurred by December 31,2025,and the Tenant is not then
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in default under the terms of the Development Agreement or the Ground Lease,the Lease Termination Date
shall automatically be extended to December 1,2036. In such case,the Issuer and the Tenant shall cooperate
to file a notice of extension in the real property records of Platte County,Missouri.
Section 3.3. Possession and Use of the Project Improvements.
(a) The Issuer covenants and agrees that as long as neither the Issuer nor the Trustee has
exercised any of the remedies set forth in Section 12.2 following the occurrence and continuance of an Event
of Default, the Tenant shall have sole and exclusive possession of the Project Improvements (subject to
Permitted Encumbrances and the Issuer's and the Trustee's right of access pursuant to Section 10.3 hereof)
and shall and may peaceably and quietly have, hold and enjoy the Project Improvements during the Lease
Term. The Issuer covenants and agrees that it will not take any action,other than expressly pursuant to Article
XII of this Lease,to prevent the Tenant from having quiet and peaceable possession and enjoyment of the
Project Improvements during the Lease Term and will, at the request and expense of the Tenant, cooperate
with the Tenant in order that the Tenant may have quiet and peaceable possession and enjoyment of the Project
Improvements and will defend the Tenant's enjoyment and possession thereof against all parties.
(b) Subject to the provisions of this Section, the Tenant shall have the right to use the Project
Improvements for any purpose allowed by law and the Ground Lease and contemplated by the Act. The
Tenant shall comply with all statutes,laws,ordinances,orders,judgments,decrees,regulations,directions and
requirements of all federal, state, local and other governments or governmental authorities,now or hereafter
applicable to the Project Improvements or to any adjoining public ways, as to the manner of use or the
condition of the Project Improvements or of adjoining public ways. The Tenant shall also comply with the
mandatory requirements,rules and regulations of all insurers under the policies carried under the provisions
of Article VII hereof. The Tenant shall pay all costs,expenses,claims,fines,penalties and damages that may
in any manner arise out of,or be imposed as a result of,the failure of the Tenant to comply with the provisions
of this Section. Notwithstanding any provision contained in this Section,however,the Tenant shall have the
right,at its own cost and expense,to contest or review by legal or other appropriate procedures the validity or
legality of any such governmental statute, law, ordinance, order,judgment, decree, regulation, direction or
requirement,or any such requirement,rule or regulation of an insurer,and during such contest or review the
Tenant may refrain from complying therewith.
ARTICLE IV
PURCHASE,CONSTRUCTION, INSTALLATION
AND IMPROVEMENT OF THE PROJECT IMPROVEMENTS
Section 4.1. Issuance of the Bonds. In order to provide funds for the payment of the Project
Costs, the Issuer agrees that it will, upon request of the Tenant, issue, sell and cause to be delivered to the
purchaser thereof the Bonds in accordance with the provisions of the Indenture and the Bond Purchase
Agreement. The proceeds of the sale of the Bonds,when received, shall be paid over to the Trustee for the
account of the Issuer. The Trustee shall promptly deposit such proceeds, when received, as provided in the
Indenture,to be used and applied as hereinafter provided in this Article and in the Indenture.
Section 4.2. Purchase, Construction, Installation and Improvement of the Project
Improvements. The Issuer and the Tenant agree that the Issuer will and the Tenant as the agent of the Issuer
shall,but solely from the Project Fund except as otherwise provided herein,acquire,purchase,construct,and
improve the Project Improvements as follows:
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(a) Concurrently with the execution of this Lease,the Tenant will deed to the Issuer its interests
in the Project Improvements.
(b) The Tenant will,on behalf of the Issuer,acquire,purchase,construct,and improve the Project
Improvements on the Project Site in accordance with the terms of the Development Agreement and the
Ground Lease. The Tenant agrees that the aforesaid acquisition, purchase, construction, and improvement
will result in Project Improvements suitable for use by the Tenant for its purposes.
(c) The Tenant shall not begin, or allow its contractors to begin, any portion of the Project
Improvements for which a payment bond has not yet been provided to the Issuer if and to the extent required
by Section 107.170 of the Missouri Revised Statutes,as amended.
Section 4.3. Project Costs. The term Project Costs shall have the meaning set forth in the
Indenture. The Issuer hereby agrees to pay for,but solely from the Project Fund,and hereby authorizes and
directs the Trustee to pay for,but solely from the Project Fund,all Project Costs upon receipt by the Trustee
of a certificate or certificates pursuant to Section 4.4 hereof.
Section 4.4. Payment for Project Costs. All Project Costs as specified in Section 4.3 hereof
shall be paid by the Trustee from the Project Fund as more fully provided in the Indenture. The Issuer hereby
authorizes and directs the Trustee to make disbursements from the Project Fund,upon receipt by the Trustee
of certificates in substantially the form attached hereto as Exhibit C, signed by an Authorized Tenant
Representative. The Trustee may rely conclusively on any such certificate and shall not be required to make
any independent inspection or investigation in connection therewith. Pursuant to Section 208(g) of the
Indenture,the Trustee may endorse the Bonds in an amount equal to requisition certificates submitted pursuant
to this Section. In that event, the purchaser of the Bonds shall be deemed to have deposited funds with the
Trustee in an amount equal to the amount stated in the requisition certificate and such amount shall be deemed
to have been paid out of the Project Fund for Project Costs.
Section 4.5. Establishment of Completion Date. The Completion Date shall be evidenced to
the Trustee by a certificate signed by the Authorized Tenant Representative stating that"Final Completion"
has occurred under the Development Agreement and containing an attachment consisting of the certificate of
final completion submitted to the City in accordance with the Development Agreement. The Trustee shall
have no obligation to review or substantiate the validity of the attachment.
Section 4.6. Surplus or Deficiency in Project Fund.
(a) Upon receipt of the certificate described in Section 4.5 hereof,the Trustee shall,as provided
in Section 504 of the Indenture,transfer any remaining moneys then in the Project Fund to the Bond Fund to
be applied as directed by the Tenant solely to(1)the payment of principal and premium,if any,of the Bonds
through the payment(including regularly scheduled principal payments, if any)or redemption thereof at the
earliest date permissible under the terms of the Indenture, or(2) at the option of the Tenant,to the purchase
of Bonds,to the extent practical,pursuant to the appropriate written instructions of the Tenant,at such earlier
date or dates as the Tenant may elect. Any amount so deposited in the Bond Fund may be invested as
permitted by Section 702 of the Indenture.
(b) If the Project Fund shall be insufficient to pay fully all Project Costs and to complete the
Project Improvements lien free,continued funding shall be made by such parties as are required to fund such
costs under the Development Agreement and the Ground Lease.
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Section 4.7. Project Improvements Property of the Issuer. The Project Improvements, all
work and materials on the Project Improvements as such work progresses, and all additions or enlargements
thereto or thereof,the Project Improvements as fully completed,anything under this Lease which becomes,is
deemed to be, or constitutes a part of the Project Improvements, and the Project Improvements as repaired,
rebuilt,rearranged,restored or replaced by the Tenant under the provisions of this Lease,except as otherwise
specifically provided herein,shall immediately when erected or installed become the absolute property of the
Issuer, subject only to Permitted Encumbrances.
Section 4.8. Machinery and Equipment Purchased by the Tenant. Any item of machinery or
equipment purchased by the Tenant shall be and remain the property of the Tenant. Proceeds of the Bonds
shall not be used to acquire machinery or equipment. This section shall not apply to machinery or equipment
that is affixed to the Project Site or Project Improvements in a manner qualifying it as a real estate fixture
under Missouri law.
Section 4.9. Sales Tax Exemption. Upon request of the Tenant after the issuance of the Bonds,
the City will issue a sales tax exemption certificate to the Tenant for construction materials to be purchased
for the Project Improvements and the City shall provide such other documentation as may be necessary
from time to time to effect said sales tax exemption. The Tenant shall use the exemption certificate only
for the purchase of construction materials to be incorporated into the Project Improvements and shall not
use the exemption certificate for the purchase of any personal property other than construction materials.
The Tenant shall indemnify and defend the City and its respective officers, employees and agents against
and from any and all causes of action or actions in law or equity, liens, claims damages, loss, costs or
expenses of any nature whatsoever by any person or entity, arising out of the City's furnishing of the
exemption certificate.
ARTICLE V
RENT PROVISIONS
Section 5.1. Basic Rent. The Tenant covenants and agrees to pay to the Trustee in same day
funds for the account of the Issuer during this Lease Term, for deposit in the Bond Fund on or before 11:00
A.M.,Trustee's local time,on or before each December 1,the amount of principal of and the interest on the
Bonds then due in accordance with the provisions of the Indenture, as Basic Rent for the Project
Improvements,in an amount which,when added to any collected funds then on deposit in the Bond Fund and
available for the payment of principal on the Bonds and the interest thereon on such payment date, shall be
equal to the amount payable on such payment date as principal of the Bonds and the interest thereon as
provided in the Indenture. All payments of Basic Rent provided for in this Section shall be paid directly to
the Trustee and shall be deposited in accordance with the provisions of the Indenture into the Bond Fund and
shall be used and applied by the Trustee in the manner and for the purposes set forth in this Lease and the
Indenture. Subject to the other provisions of this Lease and the Indenture, at any time that the Tenant is the
sole Bondowner, the Tenant may, at its option,make payments of Basic Rent by tendering a portion of the
principal amount of the Bonds equal to such principal payment and interest due thereon to the Trustee for
cancellation.
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Section 5.2. Additional Rent. The Tenant shall pay as Additional Rent the following amounts:
(a) all reasonable fees, agreed upon charges and expenses, including, without limitation, agent
and counsel fees and expenses,of the Trustee and the Paying Agent incurred under the Indenture,the Lease
or any other document entered into in connection with the Bonds,as and when the same become due;
(b) all costs incident to the payment of the principal of and interest on the Bonds as the same
becomes due and payable, including all costs and expenses in connection with the call, redemption and
payment of all Outstanding Bonds;
(c) all fees,costs,charges and expenses reasonably incurred in connection with the enforcement
of any rights against the Tenant or the Project Improvements under this Lease or the Indenture by the Issuer,
the Trustee or the Bondowners,except for such expenses as may be incurred solely as a result of the negligence
or wrongful misconduct of the Issuer,the Trustee or both;
(d) an amount sufficient to reimburse the Issuer for all expenses reasonably incurred by the Issuer
hereunder and in connection with the performance of its obligations under this Lease or the Indenture and
agreed upon by Tenant; and
(e) all other payments of whatever nature which the Tenant has agreed in writing to pay or
assume under the provisions of this Lease, the Indenture or any other document entered into in connection
with the Bonds.
Section 5.3. Obligations of Tenant Absolute and Unconditional.
(a) Except as expressly stated in this Lease with respect to the offset of Basic Rent, the
obligations of the Tenant under this Lease to make payments of Basic Rent and Additional Rent on or before
the date the same become due,and to perform all of its other obligations,covenants and agreements hereunder
shall be absolute and unconditional, without notice or demand (except as expressly provided herein), and
without abatement, deduction, set-off, counterclaim, recoupment or defense or any right of termination or
cancellation arising from any circumstance whatsoever, whether now existing or hereafter arising, and
irrespective of whether the Project Improvements shall have been started or completed,or whether the Issuer's
title thereto or to any part thereof is defective or nonexistent,and notwithstanding any failure of consideration
or frustration of commercial purpose,legal curtailment of the Tenant's use thereof,the eviction or constructive
eviction of the Tenant, any change in the tax or other laws of the United States of America, the State of
Missouri or any political subdivision thereof, any change in the Issuer's legal organization or status, or any
default of the Issuer hereunder, and regardless of the invalidity of any action of the Issuer, and regardless of
the invalidity of any portion of this Lease; provided,however,that nothing in this Section 5.3(a)or Section
53(b)is intended or shall be deemed to affect or impair in anyway the right of the Company to tender Bonds
for redemption in satisfaction of Basic Rent as provided in Section 5.1 and Section 5.4 hereof,nor the right
of the Company to terminate this Lease and repurchase the Project Improvements as provided in Article XI
hereof.
(b) Nothing in this Lease shall be construed to release the Issuer from the performance of any
agreement on its part herein contained or as a waiver by the Tenant of any rights or claims the Tenant may
have against the Issuer under this Lease or otherwise,but any recovery upon such rights and claims shall be
had from the Issuer separately, it being the intent of this Lease that the Tenant shall be unconditionally and
absolutely obligated to perform fully all of its obligations, agreements and covenants under this Lease
(including the obligation to pay Basic Rent and Additional Rent) for the benefit of the Bondowners. The
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Tenant may,however,at its own cost and expense and in its own name or in the name of the Issuer,prosecute
or defend any action or proceeding or take any other action involving third persons which the Tenant deems
reasonably necessary in order to secure or protect its right of possession, occupancy and use hereunder, and
in such event the Issuer hereby agrees to cooperate fully with the Tenant and to take all action necessary to
effect the substitution of the Tenant for the Issuer in any such action or proceeding if the Tenant shall so
request.
Section 5.4. Prepayment of Basic Rent. The Tenant may at any time prepay all or any part of
the Basic Rent provided for hereunder. During such times as the amount held by the Trustee in the Bond
Fund shall be sufficient to pay, at the time required, the principal of and interest on all the Bonds then
remaining unpaid,the Tenant shall not be obligated to make payments of Basic Rent under the provisions of
this Lease.
Section 5.5. Redemption of Bonds. The Issuer and the Trustee, at the written direction of the
Tenant, at any time the aggregate moneys in the Bond Fund are sufficient for such purposes, shall (a)if the
same are then redeemable under the provision of Article III of the Indenture, take all steps that may be
necessary under the applicable redemption provisions of the Indenture to effect the redemption of all or such
part of the then Outstanding Bonds as may be specified by the Tenant, on such redemption date as may be
specified by the Tenant or(b)cause such moneys in the Bond Fund or such part thereof as the Tenant shall
direct,to be applied by the Trustee,to the extent practical,pursuant to the appropriate written instructions of
the Tenant,for the purchase of Bonds in the open market for the purpose of cancellation at prices not exceeding
the principal amount thereof, or(c)a combination of(a) and (b) as provided in such direction. Subject to
Article III of the Indenture relating to the redemption of Bonds, the Company, at its option, may deliver to
the Trustee for cancellation Bonds owned by the Company and not previously paid, and the Company shall
receive a credit against amounts payable by the Company for the redemption of Bonds in an amount equal to
the principal amount of the Bonds so tendered for cancellation,plus accrued interest thereon.
ARTICLE VI
MAINTENANCE,TAXES AND UTILITIES
Section 6.1. Maintenance and Repairs. Throughout the Lease Term the Tenant shall,at its own
expense,keep the Project Improvements in as reasonably safe condition as the operation thereof will permit,
and keep the Project Improvements in good repair and in good operating condition (reasonable wear, tear,
depreciation and obsolescence excepted),making from time to time all necessary repairs thereto and renewals
and replacements thereof that it determines to be necessary.
Section 6.2. Taxes,Assessments and Other Governmental Charges.
(a) Subject to subsection(b)of this Section,the Tenant shall promptly pay and discharge,as the
same become due,all taxes and assessments,general and special,and other governmental charges of any kind
whatsoever that may be lawfully taxed, charged, levied, assessed or imposed upon or against the Project
Improvements,or any part thereof or interest therein(including the leasehold estate of the Tenant therein)or
any buildings,improvements,machinery and equipment at any time installed thereon by the Tenant,or Basic
Rent and other amounts payable under this Lease, including any new taxes and assessments not of the kind
enumerated above to the extent that the same are lawfully made,levied or assessed in lieu of or in addition to
taxes or assessments now customarily levied against real or personal property,and further including all utility
charges, assessments and other general governmental charges and impositions whatsoever, foreseen or
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unforeseen, which if not paid when due would materially impair the security of the Bonds or materially
encumber the Issuer's title to the Project Improvements;provided that with respect to any special assessments
or other governmental charges that are lawfully levied and assessed which may be paid in installments,the
Tenant shall be obligated to pay only such installments thereof as become due and payable during the Lease
Term.
(b) The Tenant shall have the right,in its own name or in the Issuer's name,to contest the validity
or amount of any tax,assessment or other governmental charge which the Tenant is required to bear,pay and
discharge pursuant to the terms of this Article by appropriate legal proceedings instituted before the tax,
assessment or other governmental charge complained of becomes delinquent if and provided(1)the Tenant,
before instituting any such contest,gives the Issuer and the Trustee written notice of its intention so to do,(2)
the Tenant diligently prosecutes any such contest, at all times effectively stays or prevents any official or
judicial sale therefor, under execution or otherwise, and (3) the Tenant promptly pays any final judgment
enforcing the tax, assessment or other governmental charge so contested and thereafter promptly procures
record release or satisfaction thereof. The Issuer agrees to cooperate fully with the Tenant in connection with
any and all administrative or judicial proceedings related to any tax,assessment or other governmental charge.
The Tenant shall hold the Issuer and the Trustee whole and harmless from any costs and expenses the Issuer
may incur related to any of the above.
Section 6.3. Utilities. All utilities and utility services used by the Tenant in, on or about the
Project Improvements shall be paid for by the Tenant and shall be contracted for by the Tenant in the Tenant's
own name(or the name(s)of its affiliates),and the Tenant shall,at its sole cost and expense,procure any and
all permits,licenses or authorizations necessary in connection therewith.
ARTICLE VII
INSURANCE
Section 7.1. Insurance.
(a) Tenant shall at all times during the term of this Lease maintain the policies of insurance
required by the Ground Lease.
(b) Subject to the provisions of the Ground Lease and the loan documents of the Lender(if any)
which shall otherwise control, in the event of loss or damage to the Project Improvements,the Net Proceeds
of casualty insurance carried pursuant to this Section shall be paid over to the Trustee and shall be applied as
provided in Article IX of this Lease,or as may be directed in writing by,or on behalf of,the Owners of 100%
in principal amount of the Bonds outstanding.
(c) Subject to the provisions of the Ground Lease, in the event of a public liability occurrence,
the Net Proceeds of liability insurance carried pursuant to this Section shall be applied toward the
extinguishment or satisfaction of the liability with respect to which such proceeds have been paid.
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ARTICLE VIII
ALTERATION OF THE PROJECT IMPROVEMENTS;
PERMITS;MECHANIC'S LIENS
Section 8.1. Additions, Modifications and Improvements of the Project Improvements.
Subject to the provisions of the Ground Lease,the Tenant shall have the right,at its sole cost and expense,to
make such additions,modifications and improvements in and to any part of the Project Improvements as the
Tenant from time to time may deem necessary or desirable for its business purposes. All additions,
modifications and improvements made by the Tenant pursuant to the authority of this Section shall (a) be
made in workmanlike manner and will comply in all material respects with all laws and ordinances applicable
thereto, (b)when commenced,be prosecuted to completion with due diligence, and(c)when completed,be
deemed a part of the Project Improvements;provided,however,that additions of non-fixture machinery and
equipment in the Project Improvements by the Tenant shall remain the property of the Tenant and may be
removed by the Tenant.
Section 8.2. Removal of Equipment. Subject to the provisions of the Ground Lease,the Tenant
shall have the right, provided the Tenant is not in default in the payment of Basic Rent or Additional Rent
hereunder,to remove from the Project Improvements and(on behalf of the Issuer)sell,exchange or otherwise
dispose of,without responsibility or accountability to the Issuer or the Trustee with respect thereto,any items
of machinery and equipment. In all cases,the Tenant shall pay all the costs and expenses of any such removal
and shall immediately repair at its expense all damage to the Project Improvements caused thereby.
Section 8.3. Permits and Authorizations. The Tenant shall not do or permit others under its
control to do any work on the Project Improvements related to any repair,rebuilding,restoration,replacement,
modification or addition to the Project Improvements, or any part thereof,unless all requisite municipal and
other governmental permits and authorizations shall have been first procured. All such work shall be done in
a good and workmanlike manner and in compliance with all applicable building, zoning and other laws,
ordinances, governmental regulations and requirements and in accordance with the requirements, rules and
regulations of all insurers under the policies required to be carried under the provisions of Article VII hereof.
Section 8.4. Mechanics' Liens. Neither the Issuer nor the Tenant shall do or suffer anything to
be done whereby the Project Improvements, or any part thereof, may be encumbered by any mechanics' or
other similar lien. The provisions of the Ground Lease relating to mechanic's liens shall be followed with
respect to any mechanic's lien filed against the Project Improvements or Project Site.
ARTICLE IX
DAMAGE,DESTRUCTION AND CONDEMNATION
Section 9.1. Damage or Destruction.
(a) If the Project Improvements are damaged or destroyed by fire or any other casualty,whether
or not covered by insurance,the Tenant,as promptly as practicable,shall(i)make the determination described
in subsection(g)below;(ii)repair,restore,replace or rebuild the same to as nearly as may be practicable their
condition and character immediately prior to such damage or destruction,and so that upon completion of such
repairs,restoration,replacement or rebuilding such Project Improvements shall be of a value not less than the
value thereof immediately prior to the occurrence of such damage or destruction; or, (iii) at the Tenant's
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option, construct upon the Project Site new buildings and improvements thereafter together with all fixtures
which are to be attached thereto,provided that (x)the value thereof shall not be less than the value of such
destroyed or damaged Project Improvements immediately prior to the occurrence of such damage or
destruction and(y)the nature of such new buildings,improvements,and fixtures will not impair the character
of the Project Improvements as an enterprise permitted by the Act.
If the Tenant shall elect to construct any such new buildings and improvements, for all purposes of
this Lease,any reference to the words"Project Improvements"shall be deemed to also include any such new
buildings,improvements and fixtures and all additions thereto and all replacements and alterations thereof.
Unless the Tenant makes the determination described in subsection(g)below, the Net Proceeds of
casualty insurance required by Article VII hereof received with respect to such damage or loss to the Project
Improvements shall be disbursed in accordance with the Ground Lease and the Mortgage, or, if there is no
Mortgage and the Ground Lease does not otherwise direct disbursement,then the Net Proceeds shall be paid
to the Tenant for application in accordance with subsection 9.l(a)(ii)or(iii),above.
(b) The insurance monies, if any,paid to the Tenant as provided under this Article,on account
of any loss or destruction to the Project Improvements, shall be held by it in trust and applied only for the
purposes of repairing,reconstructing or restoring the Project Improvements or constructing new buildings and
improvements and installing new fixtures therein.
(c) If the Net Proceeds are insufficient to pay the entire cost of such repairs, restoration,
replacement or rebuilding,the Tenant shall be responsible for the deficiency.
(d) The Tenant agrees to give prompt notice to the Issuer and the Trustee with respect to all fires
and any other casualties occurring in, on, at or about the Project Improvements which damages a material
portion of the Project Improvements over$1,000,000 in value.
(e) If the Tenant in its sole discretion determines that rebuilding,repairing,restoring or replacing
the Project Improvements is not practicable and desirable, or if the Tenant does not have the right under any
Mortgage to use any Net Proceeds for repair or restoration of the Project Improvements,any Net Proceeds of
casualty insurance required by Article VII hereof received with respect to such damage or loss shall be paid
into the Bond Fund and shall be used to redeem Bonds on the earliest practicable redemption date or to pay
the principal of any Bonds as the same become due, all subject to rights of the Lender under the Mortgage.
The Tenant agrees to be reasonable in exercising its judgment pursuant to this subsection(g). Alternatively,
if the Company is the sole owner of the Bonds and it has determined that rebuilding, repairing, restoring or
replacing the Project Improvements is not practicable or desirable, it may tender Bonds to the Trustee for
cancellation in a principal amount equal to the Net Proceeds of the casualty insurance, and retain such
proceeds for its own account,subject to the provisions of the Ground Lease and the Mortgage.
(f) The Tenant shall not, by reason of its inability to use all or any part of the Project
Improvements during any period in which the Project Improvements are damaged or destroyed or are being
repaired,rebuilt,restored or replaced,nor by reason of the payment of the costs of such rebuilding,repairing,
restoring or replacing,be entitled to any reimbursement from the Issuer,the Trustee or the Bondowners or to
any abatement or diminution of the rentals payable by the Tenant under this Lease or of any other obligations
of the Tenant under this Lease except as expressly provided in this Section.
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Section 9.2. Condemnation.
(a) If during the Lease Term, title to, or the temporary use of, all or any part of the Project
Improvements is condemned by or sold under threat of condemnation to any authority possessing the power
of eminent domain, to such extent that the claim or loss resulting from such condemnation is greater than
$1,000,000, the Tenant shall, within 90 days after the date of entry of a final order in any eminent domain
proceedings granting condemnation or the date of sale under threat of condemnation, notify the Issuer, the
Trustee and the Lender under the Mortgage in writing as to the nature and extent of such condemnation or
loss of title and whether it is practicable and desirable to acquire or construct substitute improvements.
(b) If the Tenant shall determine that such substitution is practicable and desirable, the Tenant
shall proceed promptly with and complete with reasonable dispatch the acquisition or construction of such
substitute improvements, so as to place the Project Improvements in substantially the same condition as
existed prior to the exercise of the said power of eminent domain,including the acquisition or construction of
other improvements suitable for the Tenant's operations at the Project Site (which improvements will be
deemed a part of the Project Improvements and available for use and occupancy by the Tenant without the
payment of any rent hereunder other than already provided,to the same extent as if such other improvements
were specifically described herein and demised hereby); provided, that such improvements will be acquired
by the Issuer subject to no liens, security interests or encumbrances prior to the lien and/or security interest
afforded by the Indenture other than Permitted Encumbrances. In such case,any Net Proceeds received from
any award or awards with respect to the Project Improvements or any part thereof made in such condemnation
or eminent domain proceedings, or of the sale proceeds, shall be applied in the same manner as provided in
Section 9.1 hereof(with respect to the receipt of casualty insurance proceeds).
(c) If the Tenant in its sole discretion determines that it is not practicable or desirable to acquire
or construct substitute improvements,any Net Proceeds of condemnation awards received by the Tenant shall
be paid into the Bond Fund and shall be used to redeem Bonds on the earliest practicable redemption date or
to pay the principal of any Bonds as the same becomes due and payable,all subject to the rights of the Lender
under the Mortgage; provided that if the Tenant is the sole owner of the Bonds and it has determined that
acquiring and constructing substitute improvements is not practicable or desirable,it may tender Bonds to the
Trustee for cancellation in a principal amount equal to the Net Proceeds of the condemnation awards, and
retain such proceeds for its own account, subject to the provisions of the Ground Lease and the Mortgage.
(d) The Tenant shall not, by reason of its inability to use all or any part of the Project
Improvements during any such period of restoration or acquisition nor by reason of the payment of the costs
of such restoration or acquisition, be entitled to any reimbursement from the Issuer, the Trustee or the
Bondowners or to any abatement or diminution of the rentals payable by the Tenant under this Lease nor of
any other obligations hereunder except as expressly provided in this Section.
(e) The Issuer shall cooperate fully with the Tenant in the handling and conduct of any
prospective or pending condemnation proceedings with respect to the Project Improvements or any part
thereof, and shall,to the extent it may lawfully do so,permit the Tenant to litigate in any such proceeding in
the name and on behalf of the Issuer. In no event will the Issuer voluntarily settle or consent to the settlement
of any prospective or pending condemnation proceedings with respect to the Project Improvements or any
part thereof without the prior written consent of the Tenant.
Section 9.3. Bondowner Approval. Notwithstanding, subject to the rights of the Lender under
the Mortgage and the provisions of the Ground Lease,anything to the contrary contained in this Article IX,
the proceeds of any insurance received subsequent to a casualty or of any condemnation proceedings (or
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threats thereof)may,prior to the application thereof by the Issuer or the Trustee,be applied as directed by the
Owners of 100%of the principal amount of Bonds outstanding, subject and subordinate to the rights of the
Issuer and the Trustee to be paid all their expenses(including reasonable attorneys'fees,trustee's fees and any
extraordinary expenses of the Issuer and the Trustee)incurred in the collection of such gross proceeds.
ARTICLE X
SPECIAL COVENANTS
Section 10.1. No Warranty of Condition or Suitability by the Issuer; Exculpation and
Indemnification. The Issuer makes no warranty,either express or implied,as to the condition of the Project
Improvements or that they will be suitable for the Tenant's purposes or needs. The Tenant releases the Issuer
from, agrees that the Issuer shall not be liable for and agrees to hold the Issuer harmless against, any loss or
damage to property or any injury to or death of any person that may be occasioned by any cause whatsoever
pertaining to the Project Improvements or the use thereof; unless such loss is the result of the Issuer's gross
negligence or willful misconduct.
Section 10.2. Surrender of Possession. Upon accrual of the Issuer's right of re-entry because of
the Tenant's uncured default hereunder or upon the cancellation or termination of this Lease for any reason
other than the Tenant's purchase of the Project Improvements pursuant to Article XI hereof,the Tenant shall
peacefully surrender possession of the Project Improvements to the Issuer in good condition and repair,
ordinary wear and tear excepted;provided, however,the Tenant shall have the right within 90 days(or such
later date as the Issuer may agree to) after the termination of this Lease to remove from the Project
Improvements any buildings,improvements,furniture,trade fixtures,machinery and equipment owned by the
Tenant and not constituting part of the Project Improvements. All repairs to and restorations of the Project
Improvements required to be made because of such removal shall be made by and at the sole cost and expense
of the Tenant, and during said 90-day (or extended) period the Tenant shall bear the sole responsibility for
and bear the sole risk of loss for said buildings, improvements, furniture, trade fixtures, machinery and
equipment. All buildings, improvements, furniture, trade fixtures, machinery and equipment owned by the
Tenant and which are not so removed from the Project Improvements prior to the expiration of said period
shall be the separate and absolute property of the Issuer.
Section 10.3. Issuer's Right of Access to the Project Improvements. In addition to rights of
access described in the Ground Lease, the Tenant agrees that the Issuer and the Trustee and their duly
authorized agents shall have the right at reasonable times during business hours, subject to 48 hours'prior
written notice and the Tenant's usual safety and security requirements,to enter upon the Project Improvements
after delivering written notice to the Tenant (a) to examine and inspect the Project Improvements without
interference or prejudice to the Tenant's operations, (b) as may be reasonably necessary to cause to be
completed the acquisition,purchase, construction, and improving provided for in Section 4.2 hereof, (c)to
perform such work in and about the Project Improvements made necessary by reason of the Tenant's default
under any of the provisions of this Lease, and (d) following an Event of Default, to exhibit the Project
Improvements to prospective purchasers, lessees or trustees. The Tenant shall have the right to have
representatives present during any such examination or inspection,including legal counsel.
Section 10.4. Granting of Easements;Mortgage
(a) Subject to the terms of the Ground Lease, if no Event of Default under this Lease shall have
happened and be continuing,the Tenant may at any time or times(1)grant easements,licenses,rights-of-way
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(including the dedication of public highways)and other rights or privileges in the nature of easements that are
for the direct use of the Project Improvements(with the exception of the Public Infrastructure),or part thereof,
by the grantee, (2)release existing easements, licenses,rights-of-way and other rights or privileges, all with
or without consideration and upon such terms and conditions as the Tenant shall determine, or (3) incur
Permitted Encumbrances. The Tenant may take such actions and may execute any applicable documents in
the Tenant's own name. No separate signature of or authorization from the Issuer shall be required for the
execution and delivery of any such document, although the Issuer agrees to execute and deliver such
confirming documents as are described below, under the procedures described below, if the Tenant chooses
to make such a request.All third parties entering into agreements with the Tenant or receiving delivery of or
the benefit of such agreements or documents shall be entitled to rely upon the same as having been executed
and delivered by the Issuer. The Issuer agrees that it will execute and deliver and will cause and direct the
Trustee to execute and deliver any instrument necessary or appropriate to confirm and grant or release any
such easement, license,right-of-way or other right or privilege or any such agreement or other arrangement,
upon receipt by the Issuer and the Trustee of: (i)a copy of the instrument of grant or release or of the
agreement or other arrangement, (ii)a written application signed by an Authorized Tenant Representative
requesting such instrument, and (iii)a certificate executed by an Authorized Tenant Representative stating
that such grant or release is not detrimental to the proper conduct of the business of the Tenant,will not impair
the effective use or interfere with the efficient and economical operation of the Project Improvements, and
will not materially adversely affect the security intended to be given by or under the Indenture. If the
instrument of grant shall provide that any such easement or right and the rights of such other parties thereunder
shall be superior to the rights of the Issuer and the Trustee under this Lease and the Indenture and shall not be
affected by any termination of this Lease or default on the part of the Tenant hereunder then such easement
shall not have any effect whatsoever without the written consent of the Issuer. If no Event of Default shall
have happened and be continuing beyond any applicable grace period, any payments or other consideration
received by the Tenant for any such grant or with respect to or under any such agreement or other arrangement
shall be and remain the property of the Tenant,but,in the event of the termination of this Lease or during the
continuation of an Event of Default,all rights then existing of the Tenant with respect to or under such grant
shall inure to the benefit of and be exercisable by the Issuer and the Trustee.
(b) This Lease shall be subject to any existing or hereafter existing Mortgage from Tenant to a
Lender. The Tenant may mortgage the fee estate held by the City in the Project Improvements(except for the
Public Infrastructure)with the consent of the City,not to be unreasonably withheld,conditioned, or delayed.
In connection with any such Mortgage affecting such fee estate,the City shall,upon request of the Tenant and
after a review period of up to 10 business days,execute an acknowledgement of such Mortgage confirming
the lien thereof on the fee estate held by the City or a subordination instrument subjecting such fee estate to
the Mortgage,provided that any such document shall be in a form acceptable to the City and shall clearly state
that the City, by execution thereof, assumes no responsibility for any obligation of the borrower, including
any payment or other monetary liability.
(c) Notwithstanding anything contained to the contrary in this Lease, (a)the Tenant shall have
the right to assign this Lease and any subleases to the Lender or to the designee or nominee of Lender,without
the consent of the Issuer, and (b) if the Lender or its designee or nominee shall acquire ownership of the
leasehold estate,either following foreclosure of the Mortgage or in liquidation of the indebtedness and in lieu
of foreclosure thereof,the Lender or its designee or nominee shall have the further right to further assign this
Lease and any subleases and any purchase money mortgage accepted in connection therewith, without the
consent of the Issuer and such assignee shall enjoy all rights,powers and privileges granted herein to Lender.
(d) During the term of any existing or hereafter existing Mortgage,the following provisions shall
apply:
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(i) this Lease may not be modified, amended, canceled or surrendered by agreement
between the Issuer and the Tenant,without the prior written consent of Lender;
(ii) there shall be no merger of this Lease or of the leasehold estate created hereby with
the fee title to the Project Improvements,notwithstanding that this Lease or said leasehold estate and
said fee title shall be owned by the same person or persons, without the prior written consent of
Lender;
(iii) the Issuer shall serve upon Lender a copy of each notice of default and each notice
of termination given to the Tenant under this Lease, at the same time as such notice is served upon
the Tenant. No such notice to the Tenant shall be effective unless a copy thereof is thus served upon
Lender;
(iv) Lender shall have the same period of time after the service of such notice upon it
within which the Tenant may remedy or cause to be remedied the default which is the basis of the
notice plus twenty (20) days; and the Issuer shall accept performance by Lender as timely
performance by the Tenant;
(v) Lender shall not be required to continue possession or continue foreclosure
proceedings under paragraph(vii)of this subsection if the particular default has been cured;
(vi) the Issuer may exercise any of its rights or remedies with respect to any other default
by the Tenant occurring during the period of such forbearance provided for under said paragraph(vii),
subject to the rights of the Lender under this Section as to such other defaults;
(vii) upon the occurrence and continuance of an Event of Default by the Tenant, other
than a default in the payment of money,the Issuer shall take no action to effect a termination of this
Lease by service of a notice or otherwise, without first giving to Lender a reasonable time within
which either to obtain possession of the Project Improvements and to remedy such default in the case
of an Event of Default which is susceptible of being cured when Lender has obtained possession of
the Project Improvements, or to institute and with reasonable diligence to complete foreclosure
proceedings or otherwise acquire the Tenant's leasehold estate under this Lease in the case of a default
which is not so susceptible of being remedied by Lender,provided that the Lender shall deliver to the
Issuer within thirty (30) days after the expiration of the grace period applicable to the particular
default, an instrument unconditionally agreeing to remedy such default other than a default not
susceptible of being remedied by Lender. The Issuer's right to terminate this Lease by reason of a
default which is not susceptible of being remedied by Lender shall end with respect to such default
when the Lender obtains possession of the Project Improvements as aforesaid,which possession shall
be deemed to include possession by a receiver;
(viii) if this Lease shall terminate prior to the expiration of the Lease Term,the Issuer shall
enter into a new lease for the Project Improvements with Lender or its designee or nominee, for the
remainder of the term,effective as of the date of such termination,at the same rent and upon the same
terms, covenants and conditions contained herein, except that such new lease shall not guarantee
possession of the Project Improvements to the new tenant as against the Tenant and/or anyone
claiming under the Tenant, and the Issuer, simultaneously with the execution and delivery of such
new lease,shall turn over to the new tenant all monies,if any,then held by the Issuer under the Lease
on behalf of the Tenant,on condition that:
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(A) Lender shall make written request for such new lease within thirty(30)days
after the date of such termination,and
(B) on the commencement date of the term of the new lease, Lender shall cure
all defaults of the Tenant under the Lease (susceptible of being cured by Lender) which
remain uncured on that date,and shall pay or cause to be paid all unpaid sums which at such
time would have been payable under this Lease but for such termination, and shall pay or
cause to be paid to the Issuer on that date all fees, costs, charges and expenses, including,
without limitation, reasonable counsel fees, court costs and disbursements, incurred by the
Issuer or the Trustee in connection with any such default and termination as well as in
connection with the execution and delivery of such new lease;
(ix) if Lender or its designee or nominee shall become the owner of this Lease either
following foreclosure of the Mortgage or in liquidation of the indebtedness and in lieu of foreclosure
thereof and the Lender or its designee or nominee shall have assigned this Lease, Lender or its
designee or nominee so assigning shall be released from all liability accruing from and after the date
of such assignment.
Section 10.5. Indemnification of Issuer and Trustee. The Tenant shall indemnify and save the
Issuer and the Trustee harmless from and against all claims, losses, liabilities, damages, costs and expenses
(including,without limitation,attorney's fees and expenses)by or on behalf of any person,firm or corporation
arising from the conduct or management of, or from any work or thing done in, on or about, the Project
Improvements during the Lease Term,and against and from all claims,losses,liabilities,damages,costs and
expenses(including,without limitation,attorney's fees and expenses)arising during the Lease Term from(a)
any condition of the Project Improvements caused by the Tenant, (b)any breach or default on the part of the
Tenant in the performance of any of its obligations under this Lease, (c) any contract entered into in by the
Tenant or its sublessee, if any, in connection with the acquisition, purchase, construction, and improving of
the Project Improvements (including any failure to comply with Section 107.170 of the Missouri Revised
Statutes, as amended,with respect to such contract), (d)any act of negligence of the Tenant or of any of its
agents, contractors, servants, employees or licensees, and (e) any act of negligence of any assignee or
sublessee of the Tenant, or of any agents, contractors, servants, employees or licensees of any assignee or
sublessee of the Tenant; provided, however, the indemnification contained in this Section 10.5 shall not
extend to the Issuer if(i) such claim is the result of work being performed at the Project Improvements by
employees of the Issuer, or(ii) except for claims relating to a failure to comply with Section 107.170 of the
Missouri Revised Statutes, as amended, such claim is the result of the Issuer's gross negligence or willful
misconduct and shall not extend to the Trustee if such claim is the result of the Trustee's gross negligence or
willful misconduct. The Tenant shall indemnify and save the Issuer and the Trustee separately harmless from
and against all costs and expenses,including,without limitation, attorney's fees and expenses, (except those
which have arisen from the willful misconduct or gross negligence of the Issuer or the Trustee,respectively)
incurred in or in connection with any action or proceeding brought in connection with claims arising from
circumstances described in clauses(a)through(e),and upon notice from the Issuer or the Trustee,the Tenant
shall defend them or either of them in any such action or proceeding.
The Tenant agrees to indemnify and reimburse the Issuer and the Trustee, and their respective
members, directors, officers, employees, agents, attorneys, successors and assigns for any liability, loss,
damage,expense or cost,including,without limitation,attorney's fees and expenses,arising out of or incurred
by the Issuer or the Trustee or their respective members, directors, officers, employees, agents, attorneys,
successors and assigns,which is the result of any liability,loss,damage,expense or cost sustained as a result
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of any failure to comply any law, statute, ordinance,rule, code, order or regulation,whether federal, state or
local, relating to environmental protection, environmental contamination and the cleanup thereof, asbestos,
underground storage tanks and other environmental matters("Environmental Laws")or of there being located
in,on or about the Project Improvements under the control of the Tenant any hazardous,dangerous,or toxic
pollutants, wastes or chemicals, together with attorney's fees and expenses incurred in connection with the
defense of any action against the Issuer or the Trustee arising out of the above. The Tenant represents and
warrants to the Issuer and the Trustee that the Project Improvements under the control of the Tenant and their
respective uses will comply with all Environmental Laws. The Tenant shall promptly and diligently take or
cause to be taken all actions necessary to cure any noncompliance with any Environmental Law and shall be
solely responsible for any violation by it,its employees or agents of any Environmental Laws,and the Tenant
further agrees that it will take all necessary action to clean-up, eliminate or contain any environmental
contamination and will pay in full all costs and expenses associated with such action.
Section 10.6. Depreciation,Investment Tax Credit and Other Tax Benefits. The Issuer agrees
that any depreciation,investment tax credit or any other tax benefits with respect to the Project Improvements
or any part thereof shall be made available to the Tenant, and the Issuer will fully cooperate with the Tenant
in any effort by the Tenant to avail itself of any such depreciation,investment tax credit or other tax benefits.
Section 10.7. Tenant to Maintain its Corporate Existence. The Tenant agrees that until the
Bonds are paid or payment is provided for in accordance with the terms of the Indenture, Tenant will not
dissolve or otherwise dispose of all or substantially all of its assets;provided,however,that the Tenant may,
without violating the agreement contained in this Section, consolidate with or merge into another domestic
corporation (i.e., a corporation incorporated and existing under the laws of one of the states of the United
States)or permit one or more other domestic corporations to consolidate with or merge into it,or may sell or
otherwise transfer to another domestic corporation all or substantially all of its assets as an entirety and
thereafter dissolve, provided,the surviving, resulting or transferee corporation expressly assumes in writing
all the obligations of the Tenant contained in this Lease;and,further provided,that the surviving,resulting or
transferee corporation, as the case may be, has a consolidated net worth (after giving effect to said
consolidation,merger or transfer)at least equal to or greater than that of the Tenant immediately prior to said
consolidation, merger or transfer. The term"net worth", as used in this Section, shall mean the difference
obtained by subtracting total liabilities(not including as a liability any capital or surplus item)from total assets
of the Tenant and all of its subsidiaries. In any such consolidation,merger or transfer the Tenant shall comply
with the provisions of Section 10.1 hereof to the extent applicable.
Section 10.8. Security Interests. The Issuer and the Tenant hereby authorize the Trustee to file
all appropriate continuation statements pursuant to Section 808 of the Indenture as may be required under the
Uniform Commercial Code in order to fully preserve and protect the security of the Owners of the Bonds and
the rights of the Trustee under the Indenture. At the written request of the Owner of the Bonds,the Issuer
and the Tenant agree to enter into any other instruments (including financing statements and statements of
continuation) necessary for perfection of and continuance of the perfection of the security interests of the
Issuer and the Trustee in the Project Improvements. Upon the written instructions of Owners of 100%of the
Bonds then outstanding,the Trustee shall file,at the expense of the Tenant,all instruments the Owners of the
Bonds shall deem necessary to be filed and the Trustee shall continue or cause to be continued the liens of
such instruments for so long as the Bonds shall be Outstanding. The Issuer and the Tenant shall cooperate
with the Trustee in this regard by executing such continuation statements and providing such information as
the Trustee may require to renew such liens.
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ARTICLE XI
OPTION AND OBLIGATION TO PURCHASE PROJECT IMPROVEMENTS
Section 11.1. Option to Purchase Project Improvements. The Tenant shall have,and is hereby
granted, the option to purchase the Project Improvements (excluding the Public Infrastructure) at any time,
prior to the expiration of the Lease Term upon payment in full of all Bonds then Outstanding or provision for
their payment having been made pursuant to Article XIH of the Indenture. To exercise such option the Tenant
shall give written notice to the Issuer and to the Trustee, if any, of the Bonds as shall then be unpaid or
provision for their payment shall not have been made in accordance with the provisions of the Indenture,and
shall specify therein the date of closing such purchase,which date shall be not less than 30 nor more than 180
days from the date such notice is mailed(unless otherwise agreed to by the parties hereto), and in case of a
redemption of the Bonds in accordance with the provisions of the Indenture the Tenant shall make
arrangements satisfactory to the Trustee for the giving of the required notice of redemption. Notwithstanding
the foregoing, if the Issuer or the Trustee provides notice of its intent to exercise its remedies hereunder(a
"Remedies Notice"),the Tenant shall be deemed to have exercised its repurchase option under this Section
on the 29th day following the issuance of the Remedies Notice without any further action by the Tenant;
provided said notice has not been rescinded by such date(such option to take place on the 29th day following
the issuance of the Remedies Notice). The Tenant may rescind such exercise by providing written notice to
the Issuer and the Trustee on or prior to the 29th day. The purchase price payable by the Tenant in the event
of its exercise of the option granted in this Subsection shall be the sum of the following:
(1) an amount of money which,when added to the amount then on deposit in the Bond
Fund,will be sufficient to redeem all the then Outstanding Bonds on the earliest redemption date next
succeeding the closing date, including, without limitation, principal and interest to accrue to said
redemption date and redemption expense;plus
(2) an amount of money equal to the Trustee's and the Paying Agent's agreed to and
reasonable fees and expenses under the Indenture accrued and to accrue until such redemption of the
Bonds;plus
(3) the sum of$100.
At its option,to be exercised at least five(5)days prior to the date of closing such purchase,the Tenant may
deliver to the Trustee for cancellation Bonds not previously paid,and the Tenant shall receive a credit against
the purchase price payable by the Tenant in an amount equal to 100%of the principal amount of the Bonds
so delivered for cancellation,plus the accrued interest thereon.
Section 11.2. Conveyance of Project Improvements. At the closing of the purchase of the
Project Improvements (excluding the Public Infrastructure) pursuant to Section 11.1, the Issuer will upon
receipt of the purchase price deliver to the Tenant the following:
(1) If the Indenture shall not at the time have been satisfied in full, a release from the
Trustee of the Project Improvements from the lien and/or security interest of the Indenture.
(2) A deed conveying to the Tenant legal title to the Project Improvements (excluding
the Public Infrastructure), as they then exists, subject to the following: (1) those liens and
encumbrances,if any,to which title to the Project Improvements were subject when conveyed to the
Issuer;(2)those liens and encumbrances created by the Tenant or to the creation or suffering of which
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the Tenant consented; (3) those liens and encumbrances resulting from the failure of the Tenant to
perform or observe any of the agreement on its part contained in this Lease; (4) Permitted
Encumbrances other than the Indenture and this Lease; and(5) if the Project Improvements or any
part thereof are being condemned,the rights and title of any condemning authority.
Section 11.3. Relative Position of Option and Indenture. The options and obligation to
purchase the Project Improvements(excluding the Public Infrastructure)granted to the Tenant in this Article
shall be and remain prior and superior to the Indenture and may be exercised whether or not the Tenant is in
default under this Lease, provided that such default will not result in nonfulfillment of any condition to the
exercise of any such option.
Section 11.4. Obligation to Purchase Project Improvements. The Tenant hereby agrees to
purchase,and the Issuer hereby agrees to sell,the Project Improvements(excluding the Public Infrastructure)
for the sum of$100 at the expiration of the Lease Term following full payment of the Bonds or provision for
payment thereof and all other fees,charges and expenses having been made in accordance with the provisions
of the Indenture,this Lease and all other documents entered into with respect to the Bonds;provided,however,
that the Tenant may deliver to the Trustee for cancellation Bonds not previously paid, and the Tenant shall
receive a credit against the purchase price payable by the Tenant in an amount equal to 100%of the principal
amount of the Bonds so delivered for cancellation,plus the accrued interest thereon,if any. If Tenant has not
sooner elected to exercise the option to purchase pursuant to this Article XI, Tenant shall be automatically
deemed to have exercised such option on the day before the expiration date of this Lease,and the Issuer shall
be authorized to convey the Project Improvements (excluding the Public Infrastructure) to the Tenant and
unilaterally terminate this Lease.
ARTICLE XII
DEFAULTS AND REMEDIES
Section 12.1. Events of Default. If any one or more of the following events shall occur and be
continuing, it is hereby defined as and declared to be and to constitute an "Event of Default" and to have
resulted in a"default"under this Lease:
(a) Default in the due and punctual payment of Basic Rent for a period of 5 days
following written notice to the Tenant by the Issuer or the Trustee or default in the due and punctual
payment of Additional Rent for a period of 30 days following written notice to the Tenant by the
Issuer or the Trustee; provided, however, at any time the Tenant is the owner of 100%in aggregate
principal amount of all Bonds Outstanding, said notice must also have been given by the Owner of
100%in aggregate principal amount of all Bonds Outstanding or it shall not be effective; or
(b) Default in the due observance or performance of any other covenant, agreement,
obligation or provision of this Lease on the Tenant's part to be observed or performed, and such
default shall continue for 60 days after the Issuer or the Trustee has given the Tenant written notice
specifying such default(or such longer period as shall be reasonably required to cure such default;
provided that(1)the Tenant has commenced such cure within said 60-day period,and(2)the Tenant
diligently prosecutes such cure to completion);or
(c) The Tenant shall: (1) admit in writing its inability to pay its debts as they become
due;or(2)file a petition in bankruptcy or for reorganization,arrangement,composition,readjustment,
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liquidation,dissolution or similar relief under the Bankruptcy Code as now or in the future amended
or any other similar present or future federal or state statute or regulation, or file a pleading asking
for such relief;or(3)make an assignment for the benefit of creditors;or(4)consent to the appointment
of a trustee, receiver or liquidator for all or a major portion of its property or shall fail to have the
appointment of any trustee,receiver or liquidator made without the Tenant's consent or acquiescence,
vacated or set aside; or(5)be finally adjudicated as bankrupt or insolvent under any federal or state
law;or(6)be subject to any proceeding,or suffer the entry of a final and non-appealable court order,
under any federal or state law appointing a trustee,receiver or liquidator for all or a major part of its
property or ordering the winding-up or liquidation of its affairs,or approving a petition filed against
it under the Bankruptcy Code, as now or in the future amended, which order or proceeding, if not
consented to by it,shall not be dismissed,vacated,denied,set aside or stayed within 60 days after the
day of entry or commencement; or(7) suffer a writ or warrant of attachment or any similar process
to be issued by any court against all or any substantial portion of its property,and such writ or warrant
of attachment or any similar process is not contested, stayed, or is not released within 60 days after
the final entry,or levy or after any contest is finally adjudicated or any stay is vacated or set aside;or
(d) The Tenant shall vacate or abandon the Project Improvements and the same shall
remain uncared for and unoccupied for a period of 90 days.
(e) Any"Event of Default"of the Tenant under the Development Agreement or"Tenant
Default"under the Ground Lease shall have occurred and continued past the applicable notice and
cure periods set out in such document.
Section 12.2. Remedies on Default. If any Event of Default referred to in Section 12.1 hereof
shall have occurred and be continuing beyond any applicable notice and cure period,then the Issuer may at
the Issuer's election(subject,however,to any restrictions against acceleration of the maturity of the Bonds or
termination of this Lease in the Indenture), then or at any time thereafter, and while such Event of Default
shall continue beyond any applicable notice and cure period, take one or more of the following actions, in
addition to any other remedies available at law or in equity:
(a) cause all amounts payable with respect to the Bonds for the remainder of the term of this
Lease to become due and payable after giving 10 days prior written notice thereof to the Tenant,as provided
in the Indenture(unless the Owners of 100%of the principal amount of such Bonds determine otherwise);
(b) give the Tenant written notice of the Issuer's intention to terminate this Lease on a date
specified therein,which date shall not be earlier than 30 days after such notice is given,and if all defaults have
not then been cured, on the date so specified,the Tenant's rights to possession of the Project Improvements
shall cease and this Lease shall thereupon be terminated, and the Issuer may re-enter and take possession of
the Project Improvements.
Section 12.3. Survival of Obligations. The Tenant covenants and agrees with the Issuer and
Bondowners that those of its obligations under this Lease which by their nature require performance after the
end of the term of this Lease, or which are expressly stated herein as intended to survive expiration or
termination of this Lease shall survive the cancellation and termination of this Lease, for any cause,and that
the Tenant shall continue to pay the Basic Rent and Additional Rent and perform all other obligations provided
for in this Lease,all at the time or times provided in this Lease;provided,however,that upon the payment of
all Basic Rent and Additional Rent required under Article V hereof,and upon the satisfaction and discharge
of the Indenture under Section 1301 thereof,the Tenant's obligation to make such payments under this Lease
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shall thereupon cease and terminate in full. For avoidance of doubt, the Tenants obligations under Section
10.5 of this Lease shall survive termination of this Lease.
Section 12.4. Performance of the Tenant's Obligations by the Issuer. If the Tenant shall fail
to keep or perform any of its obligations as provided in this Lease in the making of any payment or
performance of any obligation, then the Issuer, or the Trustee in the Issuer's name, may (but shall not be
obligated so to do)upon the continuance of such failure on the Tenant's part for 60 days after written notice
of such failure is given the Tenant by the Issuer or the Trustee, and without waiving or releasing the Tenant
from any obligation hereunder,as an additional but not exclusive remedy,make any such payment or perform
any such obligation,and all reasonable sums so paid by the Issuer or the Trustee and all necessary incidental
reasonable costs and expenses (including, without limitation, reasonable attorney's fees and expenses)
incurred by the Issuer or the Trustee in performing such obligations shall be deemed Additional Rent and shall
be paid to the Issuer or the Trustee on demand,and if not so paid by the Tenant,the Issuer or the Trustee shall
have the same rights and remedies provided for in Section 12.2 hereof in the case of default by the Tenant in
the payment of Basic Rent.
Section 12.5. Rights and Remedies Cumulative. The rights and remedies reserved by the Issuer
and the Tenant hereunder shall be construed as cumulative and continuing rights. No one of them shall be
exhausted by the exercise thereof on one or more occasions. The Issuer and the Tenant shall each be entitled
to specific performance and injunctive or other equitable relief for any breach or threatened breach of any of
the provisions of this Lease,notwithstanding availability of an adequate remedy at law,and each party hereby
waives the right to raise such defense in any proceeding in equity.
Section 12.6. Waiver of Breach. No waiver of any breach of any covenant or agreement herein
contained shall operate as a waiver of any subsequent breach of the same covenant or agreement or as a waiver
of any breach of any other covenant or agreement, and in case of a breach by the Tenant of any covenant,
agreement or undertaking by the Tenant,the Issuer or the Trustee may nevertheless accept from the Tenant
any payment or payments hereunder without in any way waiving the Issuer's right to exercise any of its rights
and retedies provided for herein with respect to any such breach or breaches of the Tenant which were in
existence at the time such payment or payments were accepted by the Issuer or the Trustee.
ARTICLE XIII
ASSIGNMENT AND SUBLEASE
Section 13.1. Assignment; Sublease. The Tenant shall have the right to assign and/or sublease
its interests in the Project Improvements in the same manner and under the same terms as set out in the Ground
Lease with respect to assignments or subleases of the"Premises"(as defined in the Ground Lease).
Section 13.2. Assignment of Revenues by Issuer. The Issuer shall assign and pledge any rents,
revenues and receipts receivable under this Lease, to the Trustee pursuant to the Indenture as security for
payment of the principal of, interest and premium, if any, on the Bonds and the Tenant hereby consents to
such pledge and assignment.
Section 13.3. Prohibition Against Fee Mortgage of Project Improvements. The Issuer shall
not mortgage its fee interest in the Project Improvements(except as described in Section 10.4),but may assign
its interest in and pledge any moneys receivable under this Lease to the Trustee pursuant to the Indenture as •
security for payment of the principal of and interest on the Bonds.
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ARTICLE XIV
AMENDMENTS,CHANGES AND MODIFICATIONS
Section 14.1. Amendments,Changes and Modifications. Except as otherwise provided in this
Lease or in the Indenture, subsequent to the issuance of Bonds and prior to the payment in full of the Bonds
(or provision for the payment thereof having been made in accordance with the provisions of the Indenture),
this Lease may not be effectively amended,changed,modified,altered or terminated without the prior written
consent of the Trustee,given in accordance with the provisions of the Indenture.
ARTICLE XV
MISCELLANEOUS PROVISIONS
Section 15.1. Notices. All notices,certificates or other communications required or desired to be
given hereunder shall be in writing and shall be deemed duly given when(i)mailed by registered or certified
mail, postage prepaid, or (ii) sent by overnight delivery or other delivery service which requires written
acknowledgment of receipt by the addressee,addressed as provided in Section 1403 of the Indenture.
Any notice or demand hereunder shall be deemed given when received. Any notice or demand which
is rejected, the acceptance of delivery of which is refused or which is incapable of being delivered during
normal business hours at the address specified herein or such other address designated pursuant hereto shall
be deemed received as of the date of the attempted delivery. A duplicate copy of each notice, certificate or
other communication given hereunder by either the Issuer or the Tenant to the other shall also be given to the
Trustee and the Lender if Lender has provided Issuer and Tenant,in writing,a current address for notification
purposes. The Issuer, the Tenant, the Lender and the Trustee may from time to time designate, by notice
given hereunder to the others of such parties, such other address to which subsequent notices,certificates or
other communications shall be sent. Any notice of default given to Tenant hereunder must include a statement
that Tenant's failure to cure said default and/or rescind its automatic exercise of the option will result in an
automatic exercise of the option to purchase by Tenant under Article XI hereof.
Section 15.2. Issuer Shall Not Unreasonably Withhold Consents and Approvals. Wherever in
this Lease it is provided that the Issuer shall,may or must give its approval or consent,or execute supplemental
agreements or schedules,the Issuer shall not unreasonably,arbitrarily or unnecessarily withhold or refuse to
give such approvals or consents or refuse to execute such supplemental agreements or schedules.
Section 15.3. Net Lease. The parties hereto agree (a)that this Lease shall be deemed and
construed to be a net lease, (b)that the payments of Basic Rent are designed to provide the Issuer and the
Trustee funds adequate in amount to pay all principal of and interest accruing on the Bonds as the same
become due and payable,and(c)that if after the principal of and interest on the Bonds and all fees,expenses
and costs incident to the payment of the Bonds have been paid in full the Trustee or the Issuer holds
unexpended funds received in accordance with the terms hereof such unexpended funds shall,after payment
therefrom of all sums then due and owing by the Tenant under the terms of this Lease,and except as otherwise
provided in this Lease and the Indenture,become the absolute property of and be paid over forthwith to the
Tenant.
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Section 15.4. No Pecuniary Liability. No provision, covenant or agreement contained in this
Lease,the Indenture or the Bonds,or any obligation herein or therein imposed upon the Issuer,or the breach
thereof, shall constitute or give rise to or impose upon the Issuer a pecuniary liability or a charge upon the
general credit or taxing powers of the City of Riverside, Missouri or the State of Missouri. Such limitation
shall not apply to any liability or charge directly resulting from the Issuer's breach of any provision,covenant
or agreement contained herein.
Section 15.5. Governing Law. This Lease shall be construed in accordance with and governed
by the laws of the State of Missouri.
Section 15.6. Binding Effect. This Lease shall be binding upon and shall inure to the benefit of
the Issuer and the Tenant and their respective successors and assigns.
Section 15.7. Severability. If for any reason any provision of this Lease shall be determined to be
invalid or unenforceable, the validity and enforceability of the other provisions hereof shall not be affected
thereby.
Section 15.8. Execution in Counterparts. This Lease may be executed simultaneously in several
counterparts,each of which shall be deemed to be an original and all of which shall constitute but one and the
same instrument.
Section 15.9. Electronic Storage. The parties agree that the transactions described herein may be
conducted and related documents may be received, sent or stored by electronic means. Copies, telecopies,
facsimiles, electronic files, and other reproductions of original executed documents shall be deemed to be
authentic and valid counterparts of such original documents for all purposes,including the filing of any claim,
action or suit in the appropriate court of law.
[The remainder of this page left intentionally blank]
-25-
IN WITNESS WHEREOF, the parties hereto have caused this Lease to be executed in their
respective corporate names and their respective corporate seals to be hereunto affixed and attested by their
duly authorized officers,all as of the date first above written.
CITY OF RIVERSIDE,MISSOURI
By: 31 I k
MayorT"c7em
(Seal)
ATTEST:
By:
• yChlk
s` , e% C..t�Cam\
Lease Agreement S-1
Riverside MO-Project Magnet
LIVE NATION ENTERTAINMENT,INC.,
a Delaware corporation
By:
Name:
Title:
Lease Agreement S-2
Riverside MO—Project Magnet
EXHIBIT A
PROJECT IMPROVEMENTS
The Project Improvements shall consist of the following:
(a) a live entertainment venue amphitheater of not less than a capacity of 15,000 people (the
"Amphitheater");
(b) such additional ancillary structures and/or associated food and beverage areas as Tenant deems
necessary to serve the Amphitheater and its customers(collectively,the"Ancillary Structures");
(c) the construction of approximately 6,366 paved and striped parking spaces,or other amount deemed
sufficient pursuant to the Plans(as defined in the Ground Lease),to serve Tenant's intended use of
the Premises (as defined in the Ground Lease) and other uses as authorized in the Ground Lease
(the"Parking Areas");
(d) the construction and installation of such public gas,water,electric, storm water and sanitary sewer
facilities as necessary to serve the Premises(as defined in the Ground Lease)in capacities sufficient
for Tenant's intended uses thereof including, for the operation of the Amphitheater and Ancillary
Structures, as more particularly described in the Project Budget (as defined in the Ground Lease)
with respect to the specific scope of improvements comprising the same(collectively,"Utilities");
(e) the earthwork and site improvements including grading and excavation necessary to prepare the
Project Site for construction of the Project Improvements(collectively, "Site Improvements");
(f) such vehicular roadways providing access within and to and from the Premises (as defined in the
Ground Lease) from and to the adjacent public street network, as generally shown on the Project
Site Plan(as defined in the Ground Lease)and more particularly described in the Plans(as defined
in the Ground Lease) and Project Budget (as defined in the Ground Lease) with respect to the
specific scope of improvements comprising the same("Roadways"); and
(g) the construction of all improvements and work associated with the relocation/installation of new
traffic signals, wiring of relocated/new traffic signals and signal timing coordination, and a new
rectangular rapid flashing beacon for pedestrian crossing and Amphitheater Way(collectively,the
"Signalization Improvements").
"Public Infrastructure" means, for purposes of the Lease, the Parking Areas, Utilities, Site
Improvements, Roadways, and Signalization Improvements, collectively, described in (c) through (g),
above.
Upon completion of any component of the Public Infrastructure, such component shall no longer
constitute a part of the Project Improvements and shall automatically be released from the lien and effect
of the Lease and the Indenture, being thereafter the sole property of and in sole possession of the Issuer.
A-1
EXHIBIT B
PROJECT SITE
All of Lots 2 and 3 and part of Tract A, REPLAT OF DOORLINK, 1ST PLAT, a subdivision in the City
of Riverside and all that part of the Northwest Quarter, the Northeast Quarter, the Southeast Quarter, and
the Southwest Quarter of Fractional Section 7, Township 50 North, Range 33 West of the Fifth Principal
Meridian, City of Riverside, County of County, State of Missouri, more particularly described by Randy
G.Zerr,Missouri PLS-2018016442,on March 15,2024 as follows:
Beginning at the Northwest corner of said Lot 3,thence South 89°24'06" East, along the North line of said
Lot 3, 1387.26 feet to the Northeast corner thereof; thence South 00°20'28" West, along the East line of
said Lot 3, 29.85 feet to a point of intersection with the westerly extension of the North line of said Lot 2;
thence South 89°39'33" East, along said North line and the extension thereof, 1299.11 feet to a point of
intersection with the West line of said Tract A; thence North 00°20'16" East, along said West line, 80.00
feet to the Southwest corner of 40 WEST AT HORIZONS,a subdivision plat in said City of Riverside, as
recorded in the Platte County Recorder of Deeds' Office in Book 22, on Page 372 (Instrument No.
2022007889); thence, along the South line of said 40 WEST AT HORIZONS subdivision plat, the
following three(3)courses;thence South 89°39'33"East,867.62 feet;thence South 59°14'16"West, 182.07
feet to a point of curvature;thence southwesterly,along a non-tangent curve to the left having an arc length
of 484.02 feet,a radius of 544.00 feet,and a chord which bears South 33°47'13"West,468.21 feet; thence
South 08°17'52"West, 239.27 feet;thence southwesterly, along a non-tangent curve to the right having an
arc length of 853.65 feet, a radius of 1356.00 feet, and a chord which bears South 26°19'58" West, 839.62
feet; thence South 45°37'57" East, 81.00 feet; thence southwesterly, along a non-tangent curve to the right
having an arc length of 129.41 feet, a radius of 1437.00 feet, and a chord which bears South 46°56'51"
West, 129.36 feet; thence South 00°20'16" West, 86.90 feet to the Northerly right-of-way of Interstate
Highway I-635 as now established in March 2024; thence the following five (5) courses to follow said
Interstate Highway right-of-way;thence South 59°45'O1"West,341.72 feet;thence South 49°45'53"West,
331.08 feet; thence South 43°11'53" West, 295.37 feet; thence South 66°15'51" East, 41.16 feet; thence
South 32°10'28" West, 186.77 feet to the East line of the Riverside-Quindaro Bend Levee District; thence
the following twenty-seven (27) coursed to follow said Levee District East line; thence North 66°45'03"
West, 513.39 feet; thence North 66°43'35" West, 594.19 feet; thence North 66°19'03" West, 339.24 feet;
thence North 58°43'00" West, 129.73 feet; thence North 52°20'27" West, 106.59 feet; thence North
46°39'03" West, 97.58 feet; thence North 40°59'26" West, 96.05 feet; thence North 34°25'09" East, 74.70
feet; thence North 53°58'19" East, 96.12 feet; thence North 36°12'34" West, 50.00 feet; thence South
53°58'18"West, 95.98 feet;thence South 73°37'17"West, 74.34 feet;thence North 33°38'59"West, 58.61
feet; thence North 26°16'50" West, 135.90 feet; thence North 17°31'50" West, 181.09 feet; thence North
08°46'51"West, 135.90 feet;thence North 03°46'48"West,45.33 feet;thence North 00°38'28"East,376.57
feet; thence North 00°38'51" East, 252.39 feet; thence North 72°35'06" East, 79.77 feet; thence South
89°36'44" East, 92.98 feet; thence North 00°30'45" East, 15.98 feet; thence North 00°22'16" West, 4.52
feet; thence North 00°43'15" East, 29.82 feet; thence North 89°28'07" West, 93.17 feet; thence North
70°55'42"West,79.92 feet;thence North 00°39'00"East,279.78 feet to the Point of Beginning,containing
5,905,938 square feet, or 135.582 acres,more or less.
B-1
EXHIBIT C
[FORM OF REQUISITION CERTIFICATE]
Requisition No._
Date:
REQUISITION CERTIFICATE
TO: UMB BANK, N.A., AS TRUSTEE UNDER A TRUST INDENTURE DATED AS OF
SEPTEMBER 1, 2024, BETWEEN THE CITY OF RIVERSIDE, MISSOURI, AND THE
TRUSTEE,AND LEASE AGREEMENT DATED AS OF SEPTEMBER 1,2024,BETWEEN THE
CITY OF RIVERSIDE,MISSOURI,AND LIVE NATION ENTERTAINMENT,INC.
Pursuant to Section 503 of the Trust Indenture dated as of September 1, 2024 (the "Indenture")
relating to the City of Riverside, Missouri, Taxable Industrial Revenue Bonds (Project Magnet), Series
2024,(the"Bonds"),the undersigned Authorized Tenant Representative hereby requests payment of Project
Costs from the Project Fund in accordance with this request, and hereby certifies as follows:
Capitalized terms not defined herein shall have the meanings set forth in the Indenture.
1. The Trustee is requested and directed to pay Project Costs from the proceeds of the Bonds
deposited in the Project Fund said Project Costs to be paid in such amounts, to such payees and for such
purposes as set forth on Schedule 1 hereto.
2. The amounts requested are or were necessary and appropriate in connection with the
purchase, construction, installation and improvement of the Project Improvements, have been properly
incurred and are a proper charge against the Project Fund, and have been paid by the Tenant or are justly
due to the Persons whose names and addresses are stated on Schedule 1,and have not been the basis of any
previous requisition from the Project Fund.
3. As of this date,except for the amounts referred to above,to the best of my knowledge there
are no outstanding disputed statements for which payment is requested for labor,wages,materials,supplies
or services in connection with the purchase, construction, installation and improvement of the Project
Improvements which, if unpaid, might become the basis of a vendors', mechanics', laborers' or
materialmen's statutory or similar lien upon the Project Improvements or any part thereof.
4. Lien waivers for costs for which payment is hereby requested have been received and are
on file with the Tenant and will be delivered upon request.
5. The Authorized Tenant Representative hereby (i) certifies they have reviewed any wire
instructions set forth herein to confirm such wire instructions are accurate,and(ii)agrees they will not seek
recourse from the Trustee as a result of losses incurred by it for making the disbursement in accordance
herewith.
[remainder of page intentionally left blank]
C-1
LIVE NATION ENTERTAINMENT,INC.,
a Delaware corporation
By:
Name:
Title:
C-2
SCHEDULE 1 TO REQUISITION CERTIFICATE
Amount Payee and Address Description
$
Schedule I-1
CITY OF RIVERSIDE,MISSOURI
AND
UMB BANK,N.A.
As Trustee
TRUST INDENTURE
Dated as of September 1,2024
Relating to:
$119,730,000
(Aggregate Maximum Principal Amount)
City of Riverside,Missouri
Taxable Industrial Revenue Bonds
(Project Magnet)
Series 2024
TRUST INDENTURE
TABLE OF CONTENTS
Page
Parties 1
Recitals 1
Granting Clauses 1
ARTICLE I
DEFINITIONS
Section 101. Definitions of Words and Terms 3
Section 102. Rules of Interpretation 6
ARTICLE II
THE BONDS
Section 201. Title and Amount of Bonds 6
Section 202. Nature of Obligation 6
Section 203. Denomination,Number and Dating of Bonds 7
Section 204. Method and Place of Payment of Bond 7
Section 205. Execution and Authentication of Bonds 8
Section 206. Registration,Transfer and Exchange of Bonds 8
Section 207. Persons Deemed Owners of Bonds 9
Section 208. Authorization of the Bonds 9
Section 209. Mutilated, Lost, Stolen or Destroyed Bonds 11
Section 210. Cancellation and Destruction of Bonds Upon Payment 11
ARTICLE III
REDEMPTION OF BONDS
Section 301. Redemption of Bonds Generally 11
Section 302. Redemption of Bonds 11
Section 303. Effect of Call for Redemption 12
Section 304. Notice of Redemption 12
ARTICLE IV
FORM OF BONDS
Section 401. Form Generally 12
(i)
ARTICLE V
CUSTODY AND APPLICATION OF BOND PROCEEDS
Section 501. Creation of Project Fund 12
Section 502. Deposits into the Project Fund 12
Section 503. Disbursements from the Project Fund 12
Section 504. Completion Date 13
Section 505. Disposition Upon Acceleration 13
ARTICLE VI
REVENUES AND FUNDS
Section 601. Creation of the Bond Fund 13
Section 602. Deposits Into the Bond Fund 14
Section 603. Application of Moneys in the Bond Fund 14
Section 604. Payments Due on Saturdays, Sundays and Holidays 14
Section 605. Nonpresentment of Bonds 14
Section 606. Repayment to the Tenant from the Bond Fund 15
ARTICLE VII
SECURITY FOR DEPOSITS AND INVESTMENT OF FUNDS
Section 701. Moneys to be Held in Trust 15
Section 702. Investment of Moneys in Project Fund and Bond Fund 15
Section 703. Record Keeping 16
ARTICLE VIII
GENERAL COVENANTS AND PROVISIONS
Section 801. Payment of Principal and Interest 16
Section 802. Authority to Execute Indenture and Issue Bonds 16
Section 803. Performance of Covenants 16
Section 804. Instruments of Further Assurance 16
Section 805. Payment of Taxes and Charges 17
Section 806. Insurance 17
Section 807. Maintenance and Repair 17
Section 808. Recordings and Filings 17
Section 809. Inspection of Project Books 17
Section 810. Enforcement of Rights Under the Lease 17
Section 811. Subordination of Indenture to the Lease 17
ARTICLE IX
DEFAULT AND REMEDIES
Section 901. Events of Default;Notice;Opportunity to Cure 18
Section 902. Acceleration of Maturity in Event of Default 18
(ii)
Section 903. Surrender of Possession of Trust Estate; Rights and Duties of Trustee
in Possession 18
Section 904. Appointment of Receivers in Event of Default 19
Section 905. Exercise of Remedies by the Trustee 19
Section 906. Limitation on Exercise of Remedies by Bondowners 19
Section 907. Right of Bondowners to Direct Proceedings 20
Section 908. Application of Moneys in Event of Default 20
Section 909. Remedies Cumulative 21
Section 910. Waivers of Events of Default 21
ARTICLE X
THE TRUSTEE
Section 1001. Acceptance of the Trusts 22
Section 1002. Fees,Charges and Expenses of the Trustee 24
Section 1003. Notice to Bondowners if Default Occurs 25
Section 1004. Intervention by the Trustee 25
Section 1005. Successor Trustee Upon Merger, Consolidation or Sale 25
Section 1006. Resignation of Trustee 25
Section 1007. Removal of Trustee 25
Section 1008. Appointment of Successor Trustee 25
Section 1009. Vesting of Trusts in Successor Trustee 26
Section 1010. Right of Trustee to Pay Taxes and Other Charges 26
Section 1011. Trust Estate May be Vested in Co-trustee 26
Section 1012. Annual Accounting 27
Section 1013. Performance of Duties Under the Lease 27
ARTICLE XI
SUPPLEMENTAL INDENTURES
Section 1101. Supplemental Indentures Not Requiring Consent of Bondowners 27
Section 1102. Supplemental Indentures Requiring Consent of Bondowners 28
Section 1103. Tenant's Consent to Supplemental Indentures 28
Section 1104. Opinion of Counsel 28
ARTICLE XII
SUPPLEMENTAL LEASES
Section 1201. Supplemental Leases Not Requiring Consent of Bondowners 29
Section 1202. Supplemental Leases Requiring Consent of Bondowners 29
Section 1203. Opinions of Counsel 29
ARTICLE XIII
SATISFACTION AND DISCHARGE OF INDENTURE
Section 1301. Satisfaction and Discharge of this Indenture 29
Section 1302. Bonds Deemed to be Paid 30
(iii)
ARTICLE XIV
MISCELLANEOUS PROVISIONS
Section 1401. Consents and Other Instruments by Bondowners 30
Section 1402. Limitation of Rights Under this Indenture 31
Section 1403. Notices 31
Section 1404. Severability 32
Section 1405. Execution in Counterparts 32
Section 1406. Governing Law 32
Section 1407. Electronic Storage 32
Signatures and Seals S-1
(iv)
TRUST INDENTURE
THIS TRUST INDENTURE dated as of September 1,2024(the"Indenture"),between the CITY
OF RIVERSIDE, MISSOURI, a fourth-class city duly organized and validly existing under the laws of
the State of Missouri(the"Issuer"),and UMB BANK,N.A.,a national banking association duly organized
and validly existing under the laws of the United States of America and authorized to accept and execute
trusts of the character herein set forth under the laws of the State of Missouri,with a corporate trust office
located in Kansas City,Missouri, as Trustee(the"Trustee");
WITNESSETH:
WHEREAS, the Issuer is authorized and empowered pursuant to the provisions of Article VI,
Section 27(b)of the Missouri Constitution and Sections 100.010 through 100.200,inclusive,of the Revised
Statutes of Missouri, as amended (collectively, the "Act"), to purchase, construct, extend and improve
certain projects (as defined in the Act) and to issue industrial development revenue bonds for the purpose
of providing funds to pay the costs of such projects and to lease or otherwise dispose of such projects to
private persons or corporations for manufacturing, commercial, warehousing and industrial development
purposes upon such terms and conditions as the Issuer deem advisable;
WHEREAS,the Issuer owns certain land(the"Project Site")described on Exhibit B to the Lease
(defined below),and has leased the Project Site to the Tenant pursuant to an Amended and Restated Ground
Lease Agreement dated as of 2024 and recorded as Instrument No. with the
Platte County Recorder of Deeds(as amended from time to time,the"Ground Lease");
WHEREAS,pursuant to the Act,the governing body of the Issuer has heretofore passed an ordinance
(the "Ordinance") on September 2024, authorizing the Issuer to issue its Taxable Industrial Revenue
Bonds (Project Magnet), Series 2024, in the aggregate maximum principal amount of$119,730,000 (the
"Bonds"), for the purpose of completing the project improvements (the "Project Improvements")
described on Exhibit A to the Lease(defined below)on the Project Site;
WHEREAS,pursuant to the Ordinance,the Issuer is authorized to execute and deliver this Indenture
for the purpose of issuing and securing the Bonds and to enter into the Lease Agreement of even date herewith
(the"Lease"),with the Tenant under which the Issuer,as lessor,will acquire,purchase,construct and install
the Project Improvements and will lease the Project Improvements to the Tenant, as lessee, in consideration
of rentals which will be sufficient to pay the principal of and interest on the Bonds; and
WHEREAS,all things necessary to make the Bonds, when authenticated by the Trustee and issued
as provided in this Indenture, the valid and legally binding obligations of the Issuer, and to constitute this
Indenture a valid and legally binding pledge and assignment of the Trust Estate herein made for the security
of the payment of the principal of and interest on the Bonds,have been done and performed,and the execution
and delivery of this Indenture and the execution and issuance of the Bonds, subject to the terms hereof,have
in all respects been duly authorized;
NOW,THEREFORE,THIS TRUST INDENTURE WITNESSETH:
GRANTING CLAUSES
That the Issuer, in consideration of the premises,the acceptance by the Trustee of the trusts hereby
created, the purchase and acceptance of the Bonds by the Owners thereof, and of other good and valuable
consideration,the receipt of which is hereby acknowledged,and in order to secure the payment of the principal
of and interest on all of the Bonds issued and outstanding under this Indenture from time to time according to
their tenor and effect, and to secure the performance and observance by the Issuer of all the covenants,
agreements and conditions herein and in the Bonds contained, does hereby pledge and assign to the Trustee
and its successors and assigns forever(subject to the proviso set forth in the following paragraph),the property
described in paragraphs(a),(b)and(c)below(said property being herein referred to as the"Trust Estate"),
to-wit:
(a) All right,title and interest in and to the Project Improvements(with the exception of
the Public Infrastructure) together with the tenements, hereditaments, appurtenances, rights,
privileges and immunities thereunto belonging or appertaining;
(b) All right, title and interest of the Issuer in, to and under the Lease (except for the
Unassigned Rights), and all rents, revenues and receipts derived by the Issuer from the Project
Improvements (with the exception of the Public Infrastructure) including, without limitation, all
rentals and other amounts to be received by the Issuer and paid by the Tenant under and pursuant to
and subject to the provisions of the Lease; and
(c) All moneys and securities from time to time held by the Trustee under the terms of
this Indenture, and any and all other real or personal property of every kind and nature from time to
time hereafter, by delivery or by writing of any kind, pledged, assigned or transferred as and for
additional security hereunder by the Issuer 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 hereof.
TO HAVE AND TO HOLD,all and singular,the Trust Estate with all rights and privileges hereby
pledged and assigned or agreed or intended so to be,to the Trustee and its successors and assigns forever;
IN TRUST NEVERTHELESS,upon the terms and subject to the conditions herein set forth,for the
equal and proportionate benefit, protection and security of all Owners from time to time of the Bonds
outstanding under this Indenture,without preference,priority or distinction as to lien or otherwise of any of
the Bonds over any other of the Bonds except as expressly provided in or permitted by this Indenture;
PROVIDED, HOWEVER, that if the Issuer shall well and truly pay, or cause to be paid, the
principal of and interest on the Bonds,at the time and in the manner mentioned in the Bonds,according to the
true intent and meaning thereof,or shall provide for the payment thereof(as provided in Article XIII hereof),
and shall pay or cause to be paid to the Trustee all other sums of money due or to become due to it in
accordance with the terms and provisions hereof,then upon such final payments this Indenture and the rights
thereby granted shall cease,determine and be void;otherwise,this Indenture shall be and remain in full force
and effect.
THIS INDENTURE FURTHER WITNESSETH,and it is hereby expressly declared,covenanted
and agreed by and between the parties hereto,that all Bonds issued and secured hereunder are to be issued,
2
authenticated and delivered and that all the Trust Estate is to be held and applied under,upon and subject to
the terms,conditions, stipulations,covenants,agreements,trusts,uses and purposes as hereinafter expressed,
and the Issuer does hereby agree and covenant with the Trustee and with the respective Owners from time to
time of the Bonds or coupons,as follows:
ARTICLE I
DEFINITIONS
Section 101. Definitions of Words and Terms. In addition to words and terms defined in
Section 1.1 of the Lease, which definitions shall be deemed to be incorporated herein, and terms defined
elsewhere in this Indenture,the following words and terms as used in this Indenture shall have the following
meanings,unless some other meaning is plainly intended:
"Authorized City Representative"means the Mayor,City Administrator,City Clerk or such other
person at the time designated to act on behalf of the Issuer as evidenced by written certificate furnished to the
Tenant and the Trustee containing the specimen signature of such person and signed on behalf of the Issuer
by its Mayor. Such certificate may designate an alternate or alternates each of whom shall be entitled to
perform all duties of the Authorized City Representative.
"Authorized Tenant Representative"means the person at the time designated to act on behalf of
the Tenant as evidenced by written certificate furnished to the Issuer and the Trustee containing the specimen
signature of such person and signed on behalf of the Tenant by authorized officers. Such certificate may
designate an alternate or alternates each of whom shall be entitled to perform all duties of the Authorized
Tenant Representative.
"Bond"or"Bonds"means the Taxable Industrial Revenue Bonds(Project Magnet), Series 2024,in
the maximum principal amount of$119,730,000,issued pursuant to Section 208 of this Indenture.
"Bond Fund"means"City of Riverside,Missouri,Taxable Industrial Revenue Bond Fund—Project
Magnet, Series 2024"created in Section 601 of this Indenture.
"Bondowner"means the registered owner of any Bond,as recorded in the books maintained by the
Trustee for registration and transfer of the Bonds.
"Bond Purchase Agreement"means the agreement by that name with respect to the Bonds by and
between the Issuer and the purchaser identified therein.
"Business Day" shall mean a day which is not (a) a Saturday, Sunday or any other day on which
the Issuer or banking institutions in New York,New York,or cities in which the principal payment or other
designated corporate office of the Trustee is located are required or authorized to close or (b) a day on
which the New York Stock Exchange is closed.
"Completion Date"has the meaning given in the Lease.
"Cumulative Outstanding Principal Amount" means an amount equal to the aggregate of all
amounts paid into the Project Fund in accordance with the provisions of this Indenture, the Bond Purchase
3
Agreement and the Lease, as reflected in the bond registration records maintained by the Trustee or in the
Table of Cumulative Outstanding Principal Amount set forth in the form of Bond in Section 401 hereof.
"Event of Default"means,with respect to this Indenture,any Event of Default as defined in Section
901 hereof,and with respect to the Lease,any Event of Default as described in Section 12.1 of the Lease.
"Government Securities" means direct obligations of, or obligations the payment of principal of
and interest on which are unconditionally guaranteed by,the United States of America.
"Indenture" means this Trust Indenture, as from time to time amended and supplemented by
Supplemental Indentures in accordance with the provisions of Article XI hereof.
"Investment Securities"means any of the following securities:
(a) any bonds or other obligations which as to principal and interest constitute direct
obligations of, or are unconditionally guaranteed by, the United States of America, including
obligations of any of the federal agencies set forth in clause (b) below to the extent they are
unconditionally guaranteed by the United States of America;
(b) obligations of the Federal Financing Bank, the Federal Intermediate Credit
Corporation, Federal Banks for Cooperatives, Federal Land Banks, and the Farmers Home
Administration;
(c) direct and general obligations of any state of the United States of America, to the
payment of the principal of and interest on which the full faith and credit of such state is pledged,
provided that at the time of their purchase under this Indenture such obligations are rated in either of
the two highest rating categories by a nationally-recognized bond rating agency;
(d) certificates of deposit or U.S. dollar denominated deposit account, whether
negotiable or nonnegotiable,issued by any financial institution organized under the laws of any state
of the United States of America or under the laws of the United States of America (including the
Trustee), provided that such certificates of deposit or U.S. dollar denominated deposit account 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),
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 and shall be lodged with the Trustee or a custodian
bank, trust company or national banking association. The bank,trust company or national banking
association holding each such certificate of deposit required to be so secured shall furnish the Trustee
written evidence satisfactory to it that the aggregate market value of all such obligations securing
each such certificate of deposit will at all times be an amount at least equal to the principal amount of
each such certificate of deposit and the Trustee shall be entitled to rely on each such undertaking;
(e) Shares of a fund registered under the Investment Tenant Act of 1940, as amended,
whose shares are registered under the Securities Act of 1933, as amended, having assets of at least
$100,000,000,whose only assets are obligations described in(a)above,and which shares,at the time
of purchase,are rated by Standard&Poor's and Moody's in one of the two highest rating categories
(without regard to any refinements or gradation of rating category by numerical modifier or
otherwise)assigned by such rating agencies for obligations of that nature;
4
(f) Any other investment approved in writing by the Owner of the Bonds.
"Issuer"means the City of Riverside,Missouri,a fourth-class city organized and existing under the
laws of the State of Missouri,and its successors and assigns.
"Lease"means the Lease Agreement dated as of September 1,2024,between the Issuer, as Lessor,
and the Tenant, as Lessee, as from time to time amended and supplemented by Supplemental Leases in
accordance with the provisions thereof and of Article XII of this Indenture.
"Lender"means any financial institution or lender providing financing to Tenant and its successors
or assigns secured by a Mortgage(as defined in the Lease)from Tenant to Lender with respect to the Project
Improvements(excluding the Public Infrastructure).
"Maturity Date"means December 1,2035, unless extended in accordance with Section 3.2(b) of
the Lease and Section 208(h)of this Indenture.
"Outstanding," when used with reference to Bonds, means, as of a particular date, all Bonds
theretofore authenticated and delivered,except:
(a) Bonds theretofore cancelled by the Trustee or delivered to the Trustee for
cancellation;
(b) Bonds deemed to be paid in accordance with the provisions of Section 1302 hereof;
and
(c) Bonds in exchange for or in lieu of which other Bonds have been authenticated and
delivered pursuant to this Indenture.
"Owner"shall have the same meaning as Bondowner.
"Paying Agent"means the Trustee and any other bank or trust company designated by this Indenture
as paying agent for the Bonds at which the principal of or interest on the Bonds shall be payable.
"Project Costs"means all costs incurred in connection with the acquisition,purchase,construction,
and improvement of the Project Improvements, including without limitation professional fees and design
costs.
"Project Fund"means "City of Riverside, Missouri, Project Fund—Project Magnet, Series 2024"
created in Section 501 of this Indenture.
"Project Improvements"has the meaning given in the Lease.
"Public Infrastructure"has the meaning given in the Lease.
"Supplemental Indenture" means any indenture supplemental or amendatory to this Indenture
entered into by the Issuer and the Trustee pursuant to Article XI hereof.
"Supplemental Lease"means any supplement or amendment to the Lease entered into pursuant to
Article XII hereof.
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"Tenant" means Live Nation Entertainment, Inc., a Delaware corporation, and its successors or
assigns.
"Trust Estate"means the Trust Estate described in the Granting Clauses of this Indenture.
"Trustee" means UMB Bank, N.A., a national banking association duly organized and validly
existing under the laws of the United States of America and authorized to accept and execute trusts of the
character herein set forth under the laws of the State of Missouri,in its capacity as trustee hereunder, and its
successor or successors and any other corporation which at the time may be substituted in its place pursuant
to and at the time serving as Trustee under this Indenture.
"Unassigned Rights" means the City's rights under the Lease to receive moneys for its own
account and the City's rights to indemnification or to be protected from liabilities by insurance policies
required by the Lease, and the rights of the City to provide any consent or approval under the Lease or
enforce any provision of the Lease relating to the condition of the Project Improvements.
Section 102. Rules of Interpretation.
(a) Unless the context shall otherwise indicate, the words importing the singular number shall
include the plural and vice versa, and words importing persons shall include firms, associations and
corporations,including public bodies,as well as natural persons.
(b) Wherever in this Indenture it is provided that either party shall or will make any payment or
perform or refrain from performing any act or obligation, each such provision shall, even though not so
expressed,be construed as an express covenant to make such payment or to perform,or not to perform,as the
case may be,such act or obligation.
(c) All references in this instrument to designated"Articles,""Sections"and other subdivisions
are, unless otherwise specified, to the designated Articles, Sections and subdivisions of this instrument as
originally executed. The words "herein," "hereof," "hereunder" and other words of similar import refer to
this Indenture as a whole and not to any particular Article, Section or subdivision.
(d) The Table of Contents and the Article and Section headings of this Indenture shall not be
treated as a part of this Indenture or as affecting the true meaning of the provisions hereof.
ARTICLE II
THE BONDS
Section 201. Title and Amount of Bonds. No Bonds may be issued under this Indenture except
in accordance with the provisions of this Article. The Bonds authorized to be issued under this Indenture shall
be designated as "City of Riverside, Missouri Taxable Industrial Revenue Bond (Project Magnet), Series
2024." The aggregate maximum total principal amount of Bonds that may be issued hereunder is hereby
expressly limited to$119,730,000.
Section 202. Nature of Obligation. The Bonds and the interest thereon shall be special
obligations of the Issuer payable solely out of the rents,revenues and receipts derived by the Issuer from the
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Project Improvements(with the exception of the Public Infrastructure)and not from any other fund or source
of the Issuer, and are secured by a pledge and assignment of the Trust Estate to the Trustee in favor of the
Owners of the Bonds, as provided in this Indenture. The Bonds and the interest thereon shall not constitute
general obligations of the Issuer or the State of Missouri, and neither the Issuer nor said State shall be liable
thereon, and the Bonds shall not constitute an indebtedness within the meaning of any constitutional or
statutory debt limitation or restriction,and are not payable in any manner by taxation.
Section 203. Denomination,Number and Dating of Bonds.
(a) The Bonds shall be issuable in the form of one fully registered Bond without coupons in the
denomination of$0.01 or any multiple thereof up to the maximum principal denomination of$119,730,000.
The Bond shall be substantially in the form hereinafter set forth in Article IV of this Indenture.
(b) The Bond shall be dated by the Trustee as of the date of initial delivery thereof as provided
herein. If the Bond is at any time thereafter transferred, any Bond replacing such Bond shall be dated as of
the date of authentication thereof.
Section 204. Method and Place of Pay ment of Bond.
(a) The principal of and interest on the Bond shall be payable in any coin or currency of the
United States of America which on the respective dates of payment thereof is legal tender for payment of
public and private debts.
(b) Payment of the principal of the Bond shall be made upon the presentation and surrender of
such Bond at the payment office of any Paying Agent named in the Bond;provided,that so long as the Tenant
is the sole Bondowner,the Trustee shall make payments of principal on such Bond by internal bank transfer
or by wire transfer to an account at a commercial bank or savings institution designated in writing by such
Bondowner and located in the continental United States;provided,further,that upon any payment by internal
bank transfer or by wire transfer of principal on such Bond, the Trustee shall record the amount of such
principal payment on the registration books for the Bonds maintained by the Trustee on behalf of the Issuer.
If the Bond is presented to the Trustee together with such payment,the Trustee may enter the amount of such
principal payment on the Table of Cumulative Outstanding Principal Amount on the Bond. Notwithstanding
the foregoing,the registration books maintained by the Trustee shall be the official record of the Cumulative
Outstanding Principal Amount on the Bond at any time, and the Bondowner is not required to present the
Bond for action by the Trustee, as bond registrar,with each payment of principal on the Bond. Payment of
the interest on the Bond shall be made by the Trustee on each interest payment date to the person appearing
on the registration books of the Issuer hereinafter provided for as the registered owner thereof on the fifteenth
day (whether or not a Business Day) of the calendar month next preceding such interest payment date by
check or draft mailed to such registered owner at such owner's address as it appears on such registration books.
In the event that the Tenant is the sole Bondowner, the Trustee is authorized to make interest payments on
such Bond by internal bank transfer or by wire transfer to an account at a commercial bank or savings
institution designated in writing by such Bondowner and located in the continental United States. In addition,
at the written request of any registered owner of Bonds in the aggregate principal amount of at least$500,000,
the principal and interest on this Bond shall be paid by electronic transfer to such owner upon written notice
to the Trustee from such owner containing the electronic transfer instructions to which such owner wishes to
have such transfer directed and such written notice is given by such owner to the Trustee not less than the
fifteenth day(whether or not a Business Day) of the calendar month next preceding such interest payment
date. Any such written notice for electronic transfer shall be signed by such owner and shall include the name
of the bank(which shall be in the continental United States), its address, its ABA routing number and the
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name,number and contact name related to such owner's account at such bank to which the payment is to be
credited.
(c) The Bond shall be deemed paid in full upon the presentation and surrender of the Bond to
the Trustee together with a written direction of the Bondowner to cancel the Bond.
(d) If the Tenant is the sole Bondowner, then the Tenant may set-off(by book entry or other
reasonable means) its obligations to the Issuer as lessee under the Lease to pay Basic Rent or against the
Issuer's obligations to the Tenant as the Bondholder under this Indenture.The Trustee may conclusively rely
on the absence of any notice from the Tenant to the contrary as evidence that such set-off has occurred. On
the final payment date,the Tenant may deliver to the Trustee for cancellation the Bonds and the Tenant shall
receive a credit against the Basic Rent payable by the Company under Section 5.1 of the Lease in an amount
equal to the remaining principal on the Bond so tendered for cancellation plus accrued interest thereon.
Section 205. Execution and Authentication of Bonds.
(a) The Bond shall be executed on behalf of the Issuer by the manual or facsimile signature of
its Mayor and attested by the manual or facsimile signature of its City Clerk,and shall have the corporate seal
of the Issuer affixed thereto or imprinted thereon. In case any officer whose signature or facsimile thereof
appears on the Bond shall cease to be such officer before the delivery of such Bond,such signature or facsimile
thereof shall nevertheless be valid and sufficient for all purposes,the same as if such person had remained in
office until delivery. Any Bond may be signed by such persons as at the actual time of the execution of such
Bond shall be the proper officers to sign such Bond although at the date of such Bond such persons may not
have been such officers.
(b) The Bond shall have endorsed thereon a Certificate of Authentication substantially in the
form set forth in Section 401 hereof, which shall be manually executed by the Trustee. No Bond shall be
entitled to any security or benefit under this Indenture or shall be valid or obligatory for any purposes unless
and until such Certificate of Authentication shall have been duly executed by the Trustee. Such executed
Certificate of Authentication upon any Bond shall be conclusive evidence that such Bond has been duly
authenticated and delivered under this Indenture. The Certificate of Authentication on any Bond shall be
deemed to have been duly executed if signed by any authorized officer or employee of the Trustee.
Section 206. Registration,Transfer and Exchange of Bonds.
(a) The Trustee shall keep books for the registration and for the transfer of Bonds held by
Bondowners as provided in this Indenture.
(b) The Bond may be transferred only upon the books kept for the registration and transfer of
Bonds upon surrender thereof to the Trustee duly endorsed for transfer or accompanied by an assignment duly
executed by the registered owner or such owner's attorney or legal representative, in such form as shall be
satisfactory to the Trustee. The Bond has not been registered under the Securities Act of 1933, as amended,
or any state securities law,and except as otherwise permitted by this Section,the Bond may not be transferred
unless(i)the Issuer consents in writing to such transfer,and(ii)and the Issuer and the Trustee are furnished
a written legal opinion from counsel acceptable to the Trustee, the Issuer and the Tenant, to the effect that
such transfer is exempt from the registration requirements of the Securities Act of 1933,as amended,and any
applicable state securities law. The Bond may be transferred to any successor to the Tenant or any entity
owned or under common ownership with the Tenant, as Lessee under the Lease without the necessity of
obtaining the Issuer's consent or such an opinion. In connection with any such transfer of the Bond the Trustee
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shall receive an executed representation letter signed by the proposed assignee containing substantially the
same representations contained in the representation letter delivered to the Trustee from the Owner upon the
initial issuance of the Bond. Upon any such transfer,the Issuer shall execute and the Trustee shall authenticate
and deliver in exchange for such Bond a new fully registered Bond or Bonds, registered in the name of the
transferee, of any denomination or denominations authorized by this Indenture, in an aggregate principal
amount equal to the outstanding principal amount of such Bond,of the same maturity and bearing interest at
the same rate.
(c) In all cases in which Bonds shall be exchanged or transferred hereunder the provisions of any
legend restrictions on the Bonds shall be complied with and the Issuer shall execute and the Trustee shall
authenticate and deliver at the earliest practicable time Bonds in accordance with the provisions of this
Indenture. All Bonds surrendered in any such exchange or transfer shall forthwith be cancelled by the Trustee.
The Issuer or the Trustee may make a reasonable charge for every such exchange or transfer of Bonds
sufficient to reimburse it for any tax,fee or other governmental charge required to be paid with respect to such
exchange or transfer,and such charge shall be paid before any such new Bond shall be delivered. Neither the
Issuer nor the Trustee shall be required to make any such exchange or transfer of Bonds during the 15 days
immediately preceding an interest payment date on the Bonds or, in the case of any proposed redemption of
Bonds, during the 15 days immediately preceding the selection of Bonds for such redemption or after such
Bonds or any portion thereof has been selected for redemption.
In the event any registered owner fails to provide a correct taxpayer identification number to the
Trustee,the Trustee may impose a charge against such registered owner sufficient to pay any governmental
charge required to be paid as a result of such failure. In compliance with Section 3406 of the Internal Revenue
Code,such amount may be deducted by the Trustee from amounts otherwise payable to such registered owner
hereunder or under the Bonds.
Section 207. Persons Deemed Owners of Bonds. As to any Bond, the person in whose name
the same shall be registered as shown on the bond registration books required by Section 206 hereof shall be
deemed and regarded as the absolute owner thereof for all purposes, and payment of or on account of the
principal of and interest on any such Bond shall be made only to or upon the order of the registered owner
thereof or a legal representative thereof. All such payments shall be valid and effectual to satisfy and discharge
the liability upon such bond,including the interest thereon,to the extent of the sum or sums so paid.
Section 208. Authorization of the Bonds.
(a) There shall be issued and secured by this Indenture a series of Bonds in the aggregate
maximum principal amount of$119,730,000 for the purpose of providing funds for paying the costs of the
Project Improvements, which Bonds shall be designated "City of Riverside, Missouri Taxable Industrial
Revenue Bond (Project Magnet), Series 2024." The Bonds shall be dated as provided in Section 203(b)
hereof, shall become due on the Maturity Date(subject to prior redemption as hereinafter provided in Article
III) and shall bear interest as specified in Section 208(e) hereof, payable on the dates specified in Section
208(e)hereof.
(b) The Trustee is hereby designated as the Issuer's Paying Agent for the payment of the
principal of and interest on the Bonds. The Owners of 100%of the Bonds then outstanding may designate a
different Paying Agent upon written notice to the Issuer and the Trustee.
(c) The Bond shall be executed without material variance from the form and in manner set forth
in Article IV hereof and delivered to the Trustee for authentication,but prior to or simultaneously with the
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authentication and delivery of the Bond by the Trustee,there shall be filed with the Trustee electronic copies
of the following:
(1) An original or certified copy of the ordinance passed by the governing body of the
Issuer authorizing the issuance of the Bonds and the execution of this Indenture and the Lease;
(2) An original executed counterpart of this Indenture;
(3) Original executed counterparts of the Lease;
(4) A request and authorization to the Trustee on behalf of the Issuer, executed by the
Authorized City Representative, to authenticate the Bond and deliver the same to the purchaser
identified in the Bond Purchase Agreement upon payment to the Trustee,for the account of the Issuer,
of the purchase price thereof specified in the Bond Purchase Agreement. The Trustee shall be entitled
to conclusively rely upon such request and authorization as to names of the purchaser and the amount
of such purchase price;
(5) An opinion of counsel nationally recognized on the subject of municipal bonds to
the effect that the Bonds constitute valid and legally binding obligations of the Issuer;and
(6) Evidence of insurance coverage as required by Article VII of the Lease.
(d) When the documents specified in subsection(c)of this Section shall have been filed with the
Trustee, and when the Bond shall have been executed and authenticated as required by this Indenture, the
Trustee shall deliver the Bond to or upon the order of the purchaser thereof, but only upon payment to the
Trustee of the purchase price of the Bond,as specified in the Bond Purchase Agreement. The proceeds of the
sale of the Bonds shall be immediately paid over to the Trustee,and the Trustee shall deposit and apply such
proceeds as provided in Article V hereof.
(e) The Bond shall bear interest at the rate of 7.0%per annum on the Cumulative Outstanding
Principal Amount of the Bond, and such interest shall be payable in arrears on the Maturity Date or upon
earlier redemption prior to said date in accordance with Article III,and,if the Bond is not paid in full on the
Maturity Date, continuing thereafter until the said Cumulative Outstanding Principal Amount is paid in full;
provided, however, in no event shall the interest rate on the Bond exceed the maximum permitted amount
under Section 108.170 of the Revised Statutes of Missouri. Interest shall be calculated on the basis of a year
of 360 days consisting of twelve months of 30 days each. Principal shall be payable at maturity unless
redeemed prior to said date in accordance with Article III.
(f) The Series 2024 Bond shall be held by the Trustee in trust, unless otherwise directed in
writing by the Owner. If the Bonds are held by the Trustee, the Trustee shall, upon any change, send a
revised copy of the Table of Cumulative Outstanding Principal Amount via facsimile or other electronic
means to the Owner, the Tenant (if not the Owner) and the Issuer. Absent manifest error, the amounts
shown on the Table of Cumulative Outstanding Principal Amount as noted by the Trustee shall be conclusive
evidence of the principal amount Outstanding or paid on the Bonds.
(g) Following the initial issuance and delivery of the Bonds,the Tenant may submit additional
requisition certificates in accordance with Section 4.4 of the Lease, and the Trustee shall,based solely on
the amount set forth in the requisitions, endorse the Bonds in an amount equal to the amount set forth in
such requisitions. The date of each principal amount advanced shall be the date of receipt of the applicable
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requisition certificate by the Trustee. The Trustee shall keep a record of the total requisitions submitted,
and shall notify the Issuer if the requisitions submitted exceed the maximum Cumulative Outstanding
Principal Amount of the Bonds permitted hereunder.
(h) In the case of any extension pursuant to Section 3.2 of the Lease,the Maturity Date of the
Bond shall automatically be extended to December 1,2036. The Trustee and Issuer shall cooperate to deliver
a revised Bond reflecting such extension to the Owner,provided that if the Bond is not already in possession
of the Trustee,the Owner shall surrender possession of the existing Bond prior to receiving the revised Bond.
Section 209. Mutilated,Lost,Stolen or Destroyed Bonds. In the event any Bond shall become
mutilated,or be lost,stolen or destroyed,the Issuer shall execute and the Trustee shall authenticate and deliver
a new Bond of like series,date and tenor as the Bond mutilated lost,stolen or destroyed;provided that,in the
case of any mutilated Bond, such mutilated Bond shall first be surrendered to the Trustee, and in the case of
any lost,stolen or destroyed Bond,there shall be first furnished to the Issuer and the Trustee evidence of such
loss, theft or destruction satisfactory to the Issuer and the Trustee, together with indemnity satisfactory to
them. In the event any such Bond shall have matured,instead of issuing a substitute Bond,the Issuer and the
Trustee may require the payment of an amount sufficient to reimburse the Issuer and the Trustee for any tax
or other governmental charge that may be imposed in relation thereto and any other reasonable fees and
expenses incurred in connection therewith.
Section 210. Cancellation and Destruction of Bonds Upon Payment.
(a) All Bonds which have been paid or redeemed or which the Trustee has purchased or which
have otherwise been surrendered to the Trustee under this Indenture, either at or before maturity shall be
cancelled by the Trustee immediately upon the payment, redemption or purchase of such Bonds and the
surrender thereof to the Trustee.
(b) All Bonds cancelled under any of the provisions of this Indenture shall be destroyed by the
Trustee. The Trustee shall execute a certificate in triplicate describing the Bonds so destroyed,and shall file
executed counterparts of such certificate with the Issuer and the Tenant.
ARTICLE III
REDEMPTION OF BONDS
Section 301. Redemption of Bonds Generally. The Bonds shall be subject to redemption prior
to maturity in accordance with the terms and provisions set forth in this Article.
Section 302. Redemption of Bonds. The Bonds shall be subject to redemption and payment in
whole or in part,as follows:
(a) At any time prior to the stated maturity thereof,by the Issuer,at the option of and upon instructions
from the Tenant, at a price equal to the par value thereof,plus accrued interest thereon,without premium or
penalty,to the date of payment.
(b) At any time prior to the stated maturity thereof,to the extent amounts are deposited into the Bond
Fund in accordance with Section 602 hereof, at a price equal to the par value thereof, plus accrued interest
thereon,without premium or penalty,to the date of payment.
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Section 303. Effect of Call for Redemption. Prior to or on the date fixed for redemption, funds
or non-callable Government Securities shall be placed with the Trustee which are sufficient to pay the Bonds
called for redemption and accrued interest thereon,if any,to the redemption date. Upon the happening of the
above conditions and appropriate written notice having been given,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,and
shall no longer be entitled to the protection,benefit or security of this Indenture and shall not be deemed to be
Outstanding under the provisions of this Indenture.
Section 304. Notice of Redemption. In the event the Bonds are to be called for redemption as
provided in Section 302(a)or(b)hereof,the Tenant shall deliver written notice to the Issuer and the Trustee
that it has elected to redeem all or a portion of the Bonds in accordance with Section 302(a)or(b)hereof at
least ten days prior to the scheduled redemption date. The Trustee shall then deliver written notice to the
Owner at least five days prior to the scheduled redemption date by first class mail stating the date upon which
the Bonds will be redeemed and paid.
ARTICLE IV
FORM OF BONDS
Section 401. Form Generally. The Bond and the Trustee's Certificate of Authentication to be
endorsed thereon shall be issued in substantially the forms set forth in Exhibit A attached hereto. The Bonds
may have endorsed thereon such legends or text as may be necessary or appropriate to conform to any
applicable rules and regulations of any governmental authority or any custom,usage or requirements of law
with respect thereto.
ARTICLE V
CUSTODY AND APPLICATION OF BOND PROCEEDS
Section 501. Creation of Project Fund. There is hereby created and ordered to be established in
the custody of the Trustee a special trust fund in the name of the Issuer to be designated the"City of Riverside,
Missouri,Project Fund—Project Magnet, Series 2024"(herein called the"Project Fund").
Section 502. Deposits into the Project Fund. The proceeds of the sale of the Bond, including
Additional Payments provided for in the Bond Purchase Agreement,when received,excluding such amounts
required to be paid into the Bond Fund pursuant to Section 602 hereof,shall be deposited by the Trustee into
the Project Fund. Any money received by the Trustee from any other source for the purpose of acquisition,
purchasing,construction,and improving of the Project Improvements shall also be deposited into the Project
Fund.
Section 503. Disbursements from the Project Fund.
(a) The moneys in the Project Fund shall be disbursed by the Trustee for the payment of Project
Costs upon receipt of requisition certificates signed by the Tenant in accordance with the provisions of Article
IV of the Lease, and the Trustee hereby covenants and agrees to disburse such moneys in accordance with
such provisions. All disbursements from the Project Fund which are payable to the Tenant shall be made by
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internal bank transfer or wire transfer as designated by the Tenant in writing to the Trustee. The Trustee shall
notify the registered owner of the Bonds by telephone when the Trustee is prepared to disburse moneys
pursuant to any requisition certificate. Any moneys received by the Trustee by 11:00 a.m. for deposit in the
Project Fund for which the Trustee has received a requisition certificate shall be disbursed from the Project
Fund on the same Business Day. The Issuer agrees that it will not seek recourse from the Trustee as a result
of losses incurred by it for making the disbursement in accordance with the disbursement direction contained
in any requisition.
(b) In paying any requisition under this Section, the Trustee may rely conclusively as to the
completeness and accuracy of all statements in such requisition certificate if such requisition certificate is
signed by the Authorized Tenant Representative, without inquiry or investigation. It is understood that the
Trustee shall not be required to make any inspections of the Project Improvements, nor any improvements
with respect thereto, make any provision to obtain completion bonds, mechanic's or materialmen's lien
releases or otherwise supervise the Project Improvements. The approval of each requisition certificate by the
Authorized Tenant Representative shall constitute, unto the Trustee, an irrevocable determination that all
conditions precedent to the payment of the specified amounts from the Project Fund have been completed. If
the Issuer so requests in writing, a copy of each requisition certificate submitted to the Trustee for payment
under this Section shall be promptly provided by the Trustee to the Issuer.
(c) If required, the Issuer covenants and agrees to take all necessary and appropriate action
promptly in approving and ordering all such disbursements. The Trustee is hereby authorized and directed to
issue checks for each disbursement in the manner and as provided for by the aforesaid provisions of the Lease.
(d) The Trustee shall keep and maintain adequate records pertaining to the Project Fund and all
disbursements therefrom,and shall provide a statement of receipts and disbursements with respect thereto to
the Tenant on a monthly basis. After the Project Improvements have been completed and a certificate of
completion has been filed as provided in Section 504 hereof,the Trustee shall file a final statement of receipts
and disbursements with respect thereto with the Issuer and the Tenant.
Section 504. Completion Date. The Completion Date shall be evidenced by the filing with the
Trustee of the certificate required by the provisions of Section 4.5 of the Lease. As soon as practicable after
the Completion Date, any balance remaining in the Project Fund shall without further authorization be
deposited in the Bond Fund.
Section 505. Disposition Upon Acceleration. If the principal of the Bonds shall have become
due and payable pursuant to Section 902 of this Indenture, upon the date of payment by the Trustee of any
moneys due as hereinafter provided in Article IX provided,any balance remaining in the Project Fund shall
without further authorization be deposited in the Bond Fund by the Trustee with advice to the Issuer and to
the Tenant of such action.
ARTICLE VI
REVENUES AND FUNDS
Section 601. Creation of the Bond Fund. There is hereby created and ordered established in the
custody of the Trustee a special trust fund in the name of the Issuer to be designated the"City of Riverside,
Missouri, Taxable Industrial Revenue Bond Fund—Project Magnet, Series 2024" (herein called the"Bond
Fund").
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Section 602. Deposits Into the Bond Fund. The Trustee shall deposit into the Bond Fund, as
and when received, (a)all rent payments payable by the Tenant to the Issuer specified in Section 5.1 of the
Lease and amounts due under Section 5.2 of the Lease; (b)any amount in the Project Fund to be transferred
to the Bond Fund pursuant to Section 504 hereof at the Completion Date;(c)the balance of any Net Proceeds
(as defined in the Lease)of condemnation awards or insurance received by the Trustee pursuant to Article IX
of the Lease;and(d)all other moneys received by the Trustee under and pursuant to any of the provisions of
the Lease when accompanied by directions from the person depositing such moneys that such moneys are to
be paid into the Bond Fund,including,without limitation,amounts payable into the Bond Fund by the Issuer
pursuant to Section 801 hereof.
Section 603. Application of Moneys in the Bond Fund.
(a) Except as provided in Section 606 and Section 908 hereof or in Section 4.6(a)of the Lease,
moneys in the Bond Fund shall be expended solely for the payment of the principal of and the interest on the
Bonds as the same mature and become due or upon the redemption thereof prior to maturity; provided,
however, that any amounts received by the Trustee as Additional Rent under Section 5.2 of the Lease and
deposited to the Bond Fund as provided in Section 602 above,shall be expended by the Trustee for such items
of Additional Rent as they are received or due without further authorization from the Issuer.
(b) The Issuer hereby authorizes and directs the Trustee to withdraw sufficient funds from the
Bond Fund to pay the principal of and the interest on the Bonds as the same become due and payable and to
make said funds so withdrawn available to the Paying Agent for the purpose of paying said principal and
interest.
(c) Whenever the amount in the Bond Fund from any source whatsoever is sufficient to redeem
all of the Bonds Outstanding and to pay interest to accrue thereon prior to such redemption, the Issuer
covenants and agrees,upon request of the Tenant,to take and cause to be taken the necessary steps to redeem
all such Bonds on the next succeeding redemption date for which the required redemption notice may be given
or on such later redemption date as may be specified by the Tenant. The Trustee may use any moneys in the
Bond Fund to redeem a part of the Bonds Outstanding in accordance with and to the extent permitted by
Article III hereof so long as the Tenant is not in default with respect to any payments under the Lease and to
the extent said moneys are in excess of the amount required for payment of Bonds theretofore matured or
called for redemption and past due interest, if any, in all cases when such Bonds have not been represented
for payment.
Section 604. Payments Due on Saturdays,Sundays and Holidays. In any case where the date
of maturity of principal of or interest,if any,on the Bonds or the date fixed for redemption of any Bonds shall
be a Saturday,a Sunday or a legal holiday or a day on which banking institutions in the Issuer of payment are
authorized by law to close,then payment of principal or interest, if any,need not be made on such date but
may be made on the next succeeding Business Day not a Saturday,a Sunday or a legal holiday or a day upon
which banking institutions are authorized by law to close with the same force and effect as if made on the date
of maturity or the date fixed for redemption, and no interest, if any, shall continue to accrue for the period
after such date.
Section 605. Nonpresentment of Bonds. In the event any Bond shall not be presented for
payment when the principal thereof becomes due, either at maturity or otherwise, or at the date fixed for
redemption thereof, if funds sufficient to pay such Bond shall have been made available to the Trustee, all
liability of the Issuer to the Owner thereof for the payment of such Bond shall forthwith cease,determine and
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be completely discharged,and thereupon it shall be the duty of the Trustee to hold such fund or funds,without
liability for interest thereon, for the benefit of the Owner of such Bond who shall thereafter be restricted
exclusively to such fund or funds for any claim of whatever nature on his part under this Indenture or on, or
with respect to,said Bond. If any Bond shall not be presented for payment within one year following the date
when such Bond becomes due, whether by maturity or otherwise, the Trustee shall repay to the Tenant the
funds theretofore held by it for payment of such Bond,without liability for interest thereon, and such Bond
shall, subject to the defense of any applicable statute of limitation, thereafter be an unsecured obligation of
the Tenant,and the Owner thereof shall be entitled to look only to the Tenant for payment, and then only to
the extent of the amount so repaid,and the Tenant shall not be liable for any interest thereon and shall not be
regarded as a trustee of such money.
Section 606. Repayment to the Tenant from the Bond Fund. After payment in full of the
principal of and interest,if any,on the Bonds(or provision has been made for the payment thereof as provided
in this Indenture),and the fees,charges and expenses of the Trustee,the Issuer and any Paying Agent and any
other amounts required to be paid under this Indenture and the Lease,all amounts remaining in the Bond Fund
shall be paid to the Tenant upon the expiration or sooner termination of the Lease.
ARTICLE VH
SECURITY FOR DEPOSITS AND INVESTMENT OF FUNDS
Section 701. Moneys to be Held in Trust. All moneys deposited with or paid to the Trustee for
account of the Bond Fund or the Project Fund under any provision of this Indenture,and all moneys deposited
with or paid to any Paying Agent under any provision of this Indenture,shall be held by the Trustee or Paying
Agent in trust and shall be applied only in accordance with the provisions of this Indenture and the Lease,
and,until used or applied as herein provided,shall constitute part of the Trust Estate and be subject to the lien
hereof. Neither the Trustee nor any Paying Agent shall be under any liability for interest or any moneys
received hereunder except such as may be agreed upon in writing.
Section 702. Investment of Moneys in Project Fund and Bond Fund. Moneys held in the
Project Fund and the Bond Fund shall,pursuant to written direction of the Tenant, signed by the Authorized
Tenant Representative,be separately invested and reinvested by the Trustee in Investment Securities which
mature or are subject to redemption by the owner prior to the date such funds will be needed. In the event the
Tenant fails to provide written directions concerning investment of moneys held in the Project Fund and the
Bond Fund,the Trustee shall invest in such Investment Securities specified in paragraph(e)of the definition
of Investment Securities,provided they mature or are subject to redemption prior to the date such funds will
be needed. Any such Investment Securities shall be held by or under the control of the Trustee and shall be
deemed at all times a part of the fund in which such moneys are originally held, and the interest accruing
thereon and any profit realized from such Investment Securities shall be credited to such fund, and any loss
resulting from such Investment Securities shall be charged to such fund. After the Trustee has notice pursuant
to Section 1001(h) of this Indenture of the existence of an Event of Default, the Trustee shall direct the
investment of moneys in the Bond Fund and the Project Fund. The Trustee shall sell and reduce to cash a
sufficient amount of such Investment Securities whenever the cash balance in any Fund is insufficient for the
purposes of such Fund. In determining the balance in any Fund, investments in such Fund shall be valued at
the lower of their original cost or their fair market value as of the most recent Payment Date. The Trustee
may make any and all investments permitted by the provisions of this Section through its own bond
department or any affiliate or short-term investment department.
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Section 703. Record Keeping. The Trustee shall maintain records designed to show compliance
with the provisions of this Article and with the provisions of Article VI for at least six years after the payment
of all of the Outstanding Bonds.
ARTICLE VIII
GENERAL COVENANTS AND PROVISIONS
Section 801. Payment of Principal and Interest. The Issuer covenants and agrees that it will,
but solely from the rents, revenues and receipts derived from the Project Improvements (with the exception
of the Public Infrastructure)as described herein,deposit or cause to be deposited in the Bond Fund sufficient
sums payable under the Lease promptly to meet and pay the principal of and the interest on the Bonds as they
become due and payable at the place, on the dates and in the manner provided herein and in the Bonds
according to the true intent and meaning thereof, and to this end the Issuer covenants and agrees that it will
use its best efforts to cause the Project Improvements(with the exception of the Public Infrastructure)to be
continuously and sufficiently leased as a revenue and income-providing undertaking, and that, should there
be a default under the Lease with the result that the right of possession of the Project Improvements is returned
to the Issuer, the Issuer shall fully cooperate with the Trustee and with the Bondowners to the end of fully
protecting the rights and security of the Bondowners and shall diligently proceed in good faith and use its best
efforts to secure another tenant for the Project Improvements(with the exception of the Public Infrastructure)
to the end that at all times sufficient rents, revenues and receipts will be derived from the Project
Improvements(with the exception of the Public Infrastructure)promptly to meet and pay the principal of and
the interest on the Bonds as they become due and payable. Nothing herein shall be construed as requiring the
Issuer to operate the Project Improvements as a business other than as lessor or to use any funds or revenues
from any source other than funds and revenues derived from the Project Improvements(with the exception of
the Public Infrastructure).
Section 802. Authority to Execute Indenture and Issue Bonds. The Issuer covenants that it is
duly authorized under the Constitution and laws of the State of Missouri to execute this Indenture,to issue the
Bonds and to pledge and assign the Trust Estate in the manner and to the extent herein set forth;that all action
on its part for the execution and delivery of this Indenture and the issuance of the Bonds has been duly and
effectively taken; that the Bonds in the hands of the Owners thereof are and will be valid and enforceable
obligations of the Issuer according to the import thereof.
Section 803. Performance of Covenants. The Issuer covenants that it will faithfully perform at
all times any and all covenants, undertakings, stipulations and provisions contained in this Indenture, in the
Bonds and in all proceedings of its governing body pertaining thereto. The Trustee may take such action as
it deems appropriate to enforce all such covenants, undertaking, stipulations and provisions of the Issuer
hereunder.
Section 804. Instruments of Further Assurance. The Issuer covenants that it will do, execute,
acknowledge and deliver, or cause to be done, executed, acknowledged and delivered, such Supplemental
Indentures and such further acts, instruments, financing statements and other documents as the Trustee may
reasonably require for the better pledging and assigning unto the Trustee the property and revenues herein
described to the payment of the principal of and interest, if any, on the Bonds. The Issuer covenants and
agrees that, except as herein and in the Lease provided, it will not sell, convey, mortgage, encumber or
otherwise dispose of any part of the Project Improvements or the rents, revenues and receipts derived
therefrom or from the Lease,or of its rights under the Lease.
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Section 805. Payment of Taxes and Charges. The Issuer represents that pursuant to the
provisions of Section 5.2 of the Lease,the Tenant has agreed to pay,as the same respectively become due,all
taxes,assessments and other governmental charges at any time lawfully levied or assessed upon or against the
Project Improvements or any part thereof.
Section 806. Insurance. The Issuer represents that pursuant to the provisions of Article VII of
the Lease, the Tenant has agreed at its own expense to keep the Project Improvements constantly insured to
the extent provided for therein.
Section 807. Maintenance and Repair. The Issuer represents that pursuant to the provisions of
Section 6.1 of the Lease, the Tenant has agreed at its own expense to cause the Project Improvements to be
maintained and kept in good condition,repair and working order,and that pursuant to Section 8.3 of the Lease
the Tenant may, at its own expense,make from time to time additions,changes and alterations to the Project
Improvements under the terms and conditions set forth therein.
Section 808. Recordings and Filings. The Issuer will cause this Indenture and all Supplemental
Indentures,the Lease and all Supplemental Leases and all appropriate financing statements and other security
instruments to be recorded and filed in such manner and in such places as may be required by law in order to
fully preserve and protect the security of the Owners of the Bonds and the rights of the Trustee hereunder.
The Issuer shall timely deliver a copy of the originally-filed financing statements to the Trustee. The Trustee
shall file UCC continuation statements, as needed. Unless the Trustee is otherwise notified in writing by the
Issuer, the Trustee may conclusively rely upon the originally-filed financing statement in filing any
continuation statements.
Section 809. Inspection of Project Books. The Issuer covenants and agrees that all books and
documents in its possession relating to the Project Improvements and the rents,revenues and receipts derived
from the Project Improvements (with the exception of the Public Infrastructure) shall at all times be open to
inspection by such accountants or other agencies as the Trustee may from time to time designate.
Section 810. Enforcement of Rights Under the Lease. The Issuer covenants and agrees that it
shall enforce all of its rights and all of the obligations of the Tenant(at the expense of the Tenant)under the
Lease to the extent necessary to preserve the Project Improvements in good order and repair, and to protect
the rights of the Trustee and the Bondowners hereunder with respect to the pledge and assignment of the rents,
revenues and receipts coming due under the Lease; provided that,the Issuer and the Trustee,as its assignee,
shall refrain from enforcing any right or obligation(except for the Unassigned Rights and any other rights of
the Issuer and the Trustee to receive payments owing to either of them for their own account or for their rights
of indemnification or to be protected from liabilities by insurance policies required by the Lease)if so directed
in writing by the Owners of 100%of the Outstanding Bonds. The Issuer agrees that the Trustee,as assignee
of the rentals and other amounts to be received by the Issuer and paid by the Tenant under the Lease,or in its
name or in the name of the Issuer,may enforce all rights of the Issuer to receive such rentals and other amounts
and all obligations of the Tenant to pay such rentals and other amounts under and pursuant to the Lease(with
the exception of the Unassigned Rights)for and on behalf of the Bondowners,whether or not the Issuer is in
default hereunder.
Section 811. Subordination of Indenture to the Lease. This Indenture and the rights and
privileges hereunder of the Trustee and the Owners of the Bonds are specifically made subject and subordinate
to the rights and privileges of the Tenant(as long as no default by the Tenant under the Lease is continuing
beyond any applicable cure or grace period) set forth in the Lease. So long as not otherwise provided in this
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Indenture,the Tenant shall be suffered and permitted to possess,use and enjoy the Project Improvements so
as to carry out its obligations under the Lease. Nothing contained in this Section shall be interpreted as
eliminating,modifying or affecting in any manner the rights,privileges or immunities granted to the Trustee
in Article X hereof.
ARTICLE IX
DEFAULT AND REMEDIES
Section 901. Events of Default; Notice; Opportunity to Cure. If any of the following events
occur,it is hereby defined as and declared to be and to constitute an"Event of Default":
(a) Default in the due and punctual payment of the principal on any Bond, whether at
the stated maturity or accelerated maturity thereof, or at the date fixed for redemption thereof for a
period of 5 days following written notice to the Issuer and the Tenant by the Trustee or by the Owners
of 25%in aggregate principal amount of the Bonds Outstanding;
(b) Default in the due and punctual payment of the interest on any Bond,whether at the
stated maturity or accelerated maturity thereof,or at the date fixed for redemption thereof for a period
of 5 days following written notice to the Issuer and the Tenant by the Trustee or by the Owners of
25%in aggregate principal amount of the Bonds Outstanding;or
(c) The occurrence of an Event of Default as specified in Section 12.1 of the Lease shall
have occurred.
No default specified above shall constitute an Event of Default until actual notice of such default by
registered or certified mail has been given by the Issuer,the Trustee or by the Owners of 25%in aggregate
principal amount of all Bonds Outstanding to the Tenant,the Lender and the Issuer,and the Tenant,Lender
or the Issuer(as the case may be)has had 30 days after receipt of such notice to correct said default or cause
said default to be corrected and has not corrected said default or caused said default to be corrected within
such period; provided,however, (i)if any such default(other than a default in the payment of any money)
is such that it cannot be corrected within such period,it shall not constitute an Event of Default if corrective
action is instituted by the Tenant,Lender or the Issuer(as the case may be)within such period and diligently
pursued until the default is corrected, and(ii) no Event of Default (except for defaults related to Sections
7.3 and 10.5 of the Lease Agreement or otherwise relating to Unassigned Rights)under this Indenture shall
be declared without the consent of the Owners of the Bonds.
Section 902. Acceleration of Maturity in Event of Default. If an Event of Default shall have
occurred and be continuing,the Trustee may with the consent of the Lender,and upon the written request of
the Owners of not less than 25% in aggregate principal amount of Bonds then Outstanding or the Lender,
shall, by notice in writing delivered to the Issuer and the Tenant, declare the principal of all Bonds then
Outstanding and the interest accrued thereon immediately due and payable, and such principal and interest
shall thereupon become and be immediately due and payable.
Section 903. Surrender of Possession of Trust Estate; Rights and Duties of Trustee in
Possession. If an Event of Default shall have occurred and be continuing after the notice and cure period
described in Section 901 hereof elapses,the Issuer,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
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possession of all or any part of the Trust Estate, together with the books, papers and accounts of the Issuer
pertaining thereto,and including the rights and the position of the Issuer under the Lease,and to hold,operate
and manage the same, and from time to time make all needful repairs and improvements as shall be deemed
wise by the Trustee;the Trustee may lease the Project Improvements(not including the Public Infrastructure)
or any part thereof, in the name and for account of the Issuer, and collect, receive and sequester the rents,
revenues and receipts therefrom,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 without limitation(a)reasonable compensation to the Trustee, his agents
and counsel,and(b)any reasonable charges of the Trustee hereunder,and(c)any taxes and assessments and
other charges prior to the lien of this Indenture, which the Trustee may deem it wise to pay, and (d)all
expenses of such repairs and improvements, and the Trustee shall apply the remainder of the moneys so
received in accordance with the provisions of Section 908 hereof. Whenever all that is due upon the Bonds
shall have been paid and all defaults made good,the Trustee shall surrender possession of the Trust Estate to
the Issuer, its successors or assigns,the same right of entry,however,to exist upon any subsequent Event of
Default. While in possession of such property,the Trustee shall render annually to the Issuer and the Tenant
a summarized statement of receipts and expenditures in connection therewith.
Section 904. Appointment of Receivers in Event of Default. If an Event of Default shall have
occurred and be continuing,and upon the filing of a suit or other commencement of judicial proceedings to
enforce the rights of the Trustee and of the Bondowners under this Indenture,the Trustee shall be entitled,as
a matter of right,to the appointment of a receiver or receivers of the Trust Estate or any part thereof,pending
such proceedings,with such powers as the court making such appointment shall confer.
Section 905. Exercise of Remedies by the Trustee.
(a) Upon the occurrence of an Event of Default,the Trustee may pursue any available remedy
at law or in equity by suit, action, mandamus or other proceeding to enforce the payment of the principal of
interest on the Bonds then Outstanding, and to enforce and compel the performance of the duties and
obligations of the Issuer as herein set forth.
(b) If an Event of Default shall have occurred and be continuing after the notice and cure period
described in Section 901 hereof elapses,and if requested to do so by the Owners of 25%in aggregate principal
amount of Bonds then Outstanding and indemnified as provided in subsection(1)of Section 1001 hereof,the
Trustee shall be obligated to exercise such one or more of the rights and powers conferred by this Article as
the Trustee,being advised by counsel,shall deem most expedient in the interests of the Bondowners.
(c) All rights of action under this 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 necessity of joining as plaintiffs or defendants any Owners of the Bonds,and any recovery of
judgment shall, subject to the provisions of Section 908 hereof,be for the equal benefit of all the Owners of
the Outstanding Bonds and coupons.
Section 906. Limitation on Exercise of Remedies by Bondowners. No Owner of any Bond
shall have any right to institute any suit, action or proceeding in equity or at law for the enforcement of this
Indenture or for the execution of any trust hereunder or for the appointment of a receiver or any other remedy
hereunder,unless(a)a default has occurred of which the Trustee has been notified as provided in subsection
(h)of Section 1001 or of which by said subsection the Trustee is deemed to have notice,(b)such default shall
have become an Event of Default, (c)the Owners of 25% in aggregate principal amount of Bonds then
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Outstanding shall have made written request to the Trustee,shall have offered it reasonable opportunity either
to proceed and to exercise the powers hereinbefore granted or to institute such action,suit or proceeding in its
own name,and shall have offered to the Trustee indemnity as provided in subsection(1)of Section 1001,and
(d)the Trustee shall thereafter fail or refuse to exercise the powers herein granted or to institute such action,
suit or proceeding in its own name; such notification, request and offer of 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 this Indenture, and to any action or cause of action for the enforcement of this Indenture, or for the
appointment of a receiver or for any other remedy hereunder it being understood and intended that no one or
more Owners of the Bonds shall have any right in any manner whatsoever to affect,disturb or prejudice this
Indenture by their action or to enforce any right hereunder except in the manner herein provided,and that all
proceedings at law or equity shall be instituted,had and maintained in the manner herein provided and for the
equal benefit of the Owners of all Bonds then Outstanding. Nothing in this Indenture contained shall,
however,affect or impair the right of any Bondowner to payment of the principal of and interest on any Bond
at and after the maturity thereof or the obligation of the Issuer to pay the principal of and interest on each of
the Bonds issued hereunder to the respective Owners thereof at the time, place, from the source and in the
manner herein and in the Bonds expressed.
Section 907. Right of Bondowners to Direct Proceedings. Anything in this Indenture to the
contrary notwithstanding,the Owners of a majority in aggregate principal amount of Bonds then Outstanding
shall have the right, at any time, by an instrument or instruments in writing executed and delivered to the
Trustee and the Issuer, to (i) direct the time, method and place of conducting all proceedings to be taken in
connection with the enforcement of the terms and conditions of this Indenture, or for the appointment of a
receiver or any other proceedings hereunder,or(ii)direct the Trustee and the Issuer to refrain for such period
of time as such Owners may specify, from exercising any remedies available to the Trustee or Issuer under
this Indenture,the Lease(unless such remedy is being exercised to enforce a right accruing to the Trustee or
Issuer for its own account, such as the Unassigned Rights,payments of Additional Rent and performance of
indemnity obligations) or applicable law; provided that such direction shall not be otherwise than in
accordance with the provisions of law and of this Indenture, including Section 1001(1)hereof; and,provided
further,that the Trustee shall have the right to decline to follow any such directions if the Trustee shall in good
faith determine,which may rely on an opinion of counsel,that the proceedings so directed would involve the
Trustee in personal liability.
Section 908. Application of Moneys in Event of Default.
(a) All moneys received by the Trustee pursuant to any right given or action taken under the
provisions of this Article shall, after payment of the cost and expenses of the proceedings resulting in the
collection of such moneys and of the fees,expenses, liabilities and advances incurred or made by the Trustee
(including any attorneys fees,costs and expenses),be deposited in the Bond Fund and all moneys so deposited
in the Bond Fund shall be applied as follows:
(1) Unless the principal of all the Bonds shall have become or shall have 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,if any,
then due and payable on the Bonds, in the order in which such installments of interest became due
and payable, 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;
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SECOND--To the payment to the persons entitled thereto of the unpaid principal of any of
the Bonds which shall have become due and payable(other than Bonds called for redemption for the
payment of which moneys are held pursuant to the provisions of this Indenture),in the order of their
due dates,and,if the amount available shall not be sufficient to pay in full Bonds due on any particular
date,together with such interest,then to the payment, ratably, according to the amount of principal
due on such date,to the persons entitled thereto without any discrimination or privilege;
(2) If the principal of all the Bonds shall have become due or shall have been declared
due and payable,all such moneys shall be applied to the payment of the principal and interest,if any,
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 person entitled thereto,without any discrimination or privilege;
(3) If the principal of all the Bonds shall have been declared due and payable, and if
such declaration shall thereafter have been rescinded and annulled under the provisions of Section
910,then, subject to the provisions of subsection(2)of this Section 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 subsection(1)of this Section.
(b) Whenever moneys are to be applied pursuant to the provisions of this Section, 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.
Whenever the Trustee shall apply such moneys,it shall fix the date(which shall be an interest payment date
unless it shall deem another date more suitable) upon which such application is to be made and upon such
date interest on the amounts of principal to be paid on such dates shall cease to accrue.
(c) Whenever all of the Bonds and interest thereon, if any,have been paid under the provisions
of this Section, and all fees, expenses and charges of the Issuer and the Paying Agent have been paid, any
balance remaining in the Bond Fund shall be paid to the Tenant as provided in Section 606 hereof.
Section 909. Remedies Cumulative. No remedy by the terms of this Indenture conferred upon
or reserved to the Trustee or to the Bondowners 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 Bondowners hereunder or now or hereafter existing at law or in equity or by statute. 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; every
such right,power or remedy may be exercised from time to time and as often as may be deemed expedient.
In case the Trustee shall have proceeded to enforce any right under this Indenture by the appointment of a
receiver,by entry, or otherwise, and such proceedings have been discontinued or abandoned for any reason,
or shall have been determined adversely,then and in every such case the Issuer,the Tenant,the Trustee and
the Bondowners shall be restored to their former positions and rights hereunder, and all rights, remedies and
powers of the Trustee shall continue as if no such proceedings had been taken.
Section 910. Waivers of Events of Default. The Trustee may in its discretion waive any Event
of Default hereunder(but not extending to any Unassigned Rights under the Lease)and its consequences and
rescind any declaration of maturity of principal of and interest, if any, on Bonds, and shall do so upon the
written request of the Owners of at least 50%in aggregate principal amount of all the Bonds then Outstanding,
provided, however, that there shall not be waived without the consent of the Owners of all the Bonds
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Outstanding (a)any Event of Default in the payment of the principal of any Outstanding Bonds when due
(whether at the date of maturity or redemption specified therein), or(b)any Event of Default in the payment
when due of the interest on any such Bonds, unless prior to such waiver or rescission, all arrears of interest,
or all arrears of payments of principal when due, as the case may be, and all reasonable fees, charges, costs
and expenses of the Trustee and the Issuer,in connection with such default, 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 shall have been discontinued or abandoned or determined adversely,then and in every such
case the Issuer,the Tenant,the Trustee and the Bondowners shall be restored to their former positions,rights
and obligations hereunder, respectively, but no such waiver or rescission shall extend to any subsequent or
other default,or impair any right consequent thereon.
ARTICLE X
THE TRUSTEE
Section 1001. Acceptance of the Trusts. The Trustee hereby accepts the trusts imposed upon it
by this 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 the following express terms and conditions,and no
implied covenants or obligations shall be read into this Indenture against the Trustee:
(a) The Trustee, prior to the occurrence of an Event of Default and after the curing of
all Events of Default which may have occurred, undertakes to perform such duties and only such
duties as are specifically set forth in this Indenture. If any Event of Default shall have occurred and
be continuing, subject to Section 1001(1) below, the Trustee shall exercise such of the rights and
powers vested in it by this Indenture,and shall use the same degree of care and skill in their exercise,
as a prudent person would exercise or use under the circumstances in the conduct of its own affairs.
(b) The Trustee may execute any of the trusts or powers hereunder or perform any duties
hereunder either directly or through agents,attorneys or receivers and shall not be responsible for any
misconduct or negligence on the part of any agent,attorney or receiver appointed or chosen by it with
due care,and the Trustee shall be entitled to act upon and may conclusively rely upon the opinion or
advice of counsel,who may be counsel to the Issuer or to the Tenant,concerning all matters of trust
hereof and the duties hereunder, and may in all cases pay such reasonable compensation to all such
agents,attorneys and receivers as may reasonably be employed in connection with the trusts hereof.
The Trustee shall not be responsible for any loss or damage resulting from any action or nonaction
by it taken or omitted to be taken in good faith in reliance upon such opinion or advice of counsel.
(c) Except as provided in the Lease and particularly Section 10.8 thereof, the Trustee
shall not be responsible for any recital herein or in the Bonds (except with respect to the Certificate
of Authentication of the Trustee endorsed on the Bonds),or for the recording or rerecording,filing or
refiling of this Indenture or any security agreement(other than continuation statements)in connection
therewith, or for insuring the Project Improvements or collecting any insurance moneys, or for the
validity of the execution by the Issuer of this Indenture or of any Supplemental Indentures or
instruments of further assurance,or for the sufficiency of the security of the Bonds. The Trustee shall
not be responsible or liable for any loss suffered in connection with any investment of funds made by
it in accordance with Article VII hereof.
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(d) The Trustee shall not be accountable for the use of any Bonds authenticated and
delivered hereunder. The Trustee, in its individual or any other capacity,may become the owner or
pledgee of Bonds with the same rights which it would have if it were not Trustee.
(e) The Trustee may rely and shall be protected in acting or refraining from acting upon
any resolution, certificate, statement, instrument, opinion, report, notice,request, direction, consent,
order,affidavit,letter,telegram or other paper or document provided for under this Indenture believed
by it to be genuine and correct and to have been signed, presented or sent by the proper person or
persons. Any action taken by the Trustee pursuant to this Indenture upon the request or authority or
consent of any person who,at the time of making such request or giving such authority or consent is
the Owner of any Bond, shall be conclusive and binding upon all future Owners of the same Bond
and upon Bonds issued in exchange therefor or upon transfer or in place thereof.
(f) As to the existence or nonexistence of any fact or as to the sufficiency or validity of
any instrument,paper or proceeding,or whenever in the administration of this Indenture the Trustee
shall deem it desirable that a matter be proved or established prior to taking,suffering or omitting any
action hereunder,the Trustee shall be entitled to rely upon a certificate signed by the Authorized City
Representative or Authorized Tenant Representative as sufficient evidence of the facts therein
contained,and prior to the occurrence of a default of which the Trustee has been notified as provided
in subsection(h)of this Section or of which by said subsection it is deemed to have notice,the Trustee
shall also be at liberty to accept a similar certificate to the effect that any particular dealing,transaction
or action is necessary or expedient, but may at its discretion secure such further evidence deemed
necessary or advisable,but shall in no case be bound to secure the same.
(g) The permissive right of the Trustee to do things enumerated in this Indenture shall
not be construed as a duty, and the Trustee shall not be answerable for other than its negligence or
willful misconduct.
(h) The Trustee shall not be required to take notice or be deemed to have notice of any
default or Event of Default hereunder except failure by the Issuer to cause to be made any of the
payments to the Trustee required to be made in Article VI hereof, unless the Trustee shall be
specifically notified in writing of such default or Event of Default by the Issuer or by the Owners of
at least 25%in aggregate principal amount of all Bonds then Outstanding.
(i) At any and all reasonable times and subject to the Tenant's reasonable and standard
security procedures, the Trustee and its duly authorized agents, attorneys, experts, engineers,
accountants and representatives shall have the right,but shall not be required,to inspect any and all
of the Project Improvements,and all books,papers and records of the Issuer pertaining to the Project
Improvements and the Bonds, and to take such memoranda from and in regard thereto as may be
desired. The Trustee shall treat all proprietary information of the Tenant as confidential.
a) The Trustee shall not be required to give any bond or surety in respect to the
execution of its trusts and powers hereunder or otherwise in respect of the Project Improvements.
(k) The Trustee shall have the right,but shall not be required,to demand, in respect of
the authentication of any Bonds,the withdrawal of any cash,the release of any property,or any action
whatsoever within the purview of this Indenture, any showings, certificates, opinions, appraisals or
other information, or corporate action or evidence thereof, in addition to that by the terms hereof
required,as a condition of such action by the Trustee deemed desirable for the purpose of establishing
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the right of the Issuer to the authentication of any Bonds,the withdrawal of any cash,or the taking of
any other action by the Trustee.
(1) Before taking any action under this Indenture, the Trustee may require that
satisfactory indemnity be furnished to it for the reimbursement of all costs and expenses to which it
may be put and to protect it against all liability which it may incur in or by reason of such action,
except liability which is adjudicated to have resulted from its negligence or willful misconduct by
reason of any action so taken.
(m) Notwithstanding any other provision of this Indenture to the contrary,any provision
intended to provide authority to act,right to payment of fees and expenses,protection,immunity and
indemnification to the Trustee shall be interpreted to include any action of the Trustee, whether it is
deemed to be in its capacity as Trustee,bond registrar or Paying Agent.
(n) The Trustee may elect not to proceed in accordance with the directions of the
Bondowners without incurring any liability to the Bondowners if,in the opinion of the Trustee, such
direction may result in environmental or other liability to the Trustee, in its individual capacity, for
which the Trustee has not received indemnity pursuant to this section from the Bondowners,and the
Trustee may rely conclusively upon an opinion of counsel in determining whether any action directed
by the Bondowners may result in such liability.
(o) The Trustee may inform the Bondowners of environmental hazards that the Trustee
has reason to believe exist, and the Trustee has the right to take no further action and, in such event
no fiduciary duty exists which imposes any obligation for further action with respect to the Trust
Estate or any portion thereof if the Trustee,in its individual capacity,determines that any such action
would materially and adversely subject the Trustee to environmental or other liability for which the
Trustee has not received indemnity pursuant to this section.
(p) The Trustee shall have no responsibility with respect to any information, statement
or recital in any official statement, offering memorandum or any other disclosure material prepared
or distributed with respect to the Bonds and shall have no responsibility for compliance with any state
or federal securities laws in connection with the Bonds.
(q) None of the provisions of this Indenture shall require the Trustee to expend or risk
its own funds or otherwise to incur any liability,financial or otherwise,in the performance of any of
its duties hereunder,or in the exercise of any of its rights or powers if it shall have reasonable grounds
for believing that repayment of such funds or indemnity satisfactory to it against such risk or liability
is not assured to it.
(r) In no event shall the Trustee be responsible or liable for any failure or delay in the
performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces
beyond its control, including, without limitation, strikes, work stoppages, accidents, acts or war or
terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and
interruptions,loss or malfunctions of utilities,communications or computer(software and hardware)
services.
Section 1002. 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 hereunder and all
advances, agent and counsel fees and other ordinary expenses reasonably and necessarily made or incurred
24
by the Trustee in connection with such ordinary services and, in the event that it should become necessary
that the Trustee perform extraordinary services,it shall be entitled to reasonable extra compensation therefor
and to reimbursement for reasonable and necessary extraordinary 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. The Trustee
shall be entitled to payment and reimbursement for the reasonable fees and charges of the Trustee as Paying
Agent for the Bonds. Pursuant to the provisions of Section 5.2 of the Lease,the Tenant has agreed to pay to
the Trustee all reasonable fees,charges and expenses of the Trustee under this Indenture. The Trustee agrees
that the Issuer shall have no liability for any reasonable fees, charges and expenses of the Trustee, and the
Trustee agrees to look only to the Tenant for the payment of all reasonable fees,charges and expenses of the
Trustee and any Paying Agent as provided in the Lease. Upon the occurrence of an Event of Default and
during its continuance,the Trustee shall have a first 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 hereof for the
foregoing reasonable advances, fees, costs and expenses incurred. The Trustee's right to compensation and
indemnification shall survive the satisfaction and discharge of this Indenture or its resignation or removal
hereunder and payment in full of the Bonds.
Section 1003. Notice to Bondowners if Default Occurs. If an Event of Default occurs of which
the Trustee is by subsection (h) of Section 1001 hereof required to take notice or if notice of an Event of
Default be given as in said subsection(h)provided, then the Trustee shall give written notice thereof to the
last known Owners of all Bonds then Outstanding as shown by the bond registration books required by Section
206 to be kept at the principal office of the Trustee.
Section 1004. Intervention by the Trustee. In any judicial proceeding to which the Issuer 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 Bondowners and, subject to the provisions of
Section 1001(1) shall do so if requested in writing by the Owners of at least 25% of the aggregate principal
amount of Bonds then Outstanding.
Section 1005. Successor Trustee Upon Merger, Consolidation or Sale. With the prior written
consent of the Tenant, any corporation or association into which the Trustee may be merged or converted or
with or into which it may be consolidated,or to which it may sell or transfer its corporate trust 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, shall be and become successor Trustee
hereunder and shall be vested with all the trusts,powers,rights,obligations,duties,remedies,immunities and
privileges hereunder as was its predecessor, without the execution or filing of any instrument or any further
act on the part of any of the parties hereto.
Section 1006. Resignation of Trustee. The Trustee and any successor Trustee may at any time
resign from the trusts hereby created by giving 30 days' written notice to the Issuer, the Tenant and the
Bondowners,and such resignation shall take effect at the end of such 30 days,or upon the earlier appointment
of a successor Trustee by the Bondowners or by the Issuer.
Section 1007. Removal of Trustee. The Trustee may be removed at any time, with or without
cause,by an instrument or concurrent instruments in writing delivered to the Trustee,the Issuer and the Tenant
and signed by the Owners of a majority in aggregate principal amount of bonds then Outstanding.
Section 1008. Appointment of Successor Trustee. In case the Trustee hereunder shall resign or
be removed, or shall otherwise become incapable of acting hereunder, or in case it shall be taken under the
25
control of any public officer or officers or of a receiver appointed by a court,a successor Trustee reasonably
acceptable to the Issuer and the Tenant may be appointed by the Owners of a majority in aggregate principal
amount of Bonds then Outstanding, by an instrument or concurrent instruments in writing; provided,
nevertheless,that in case of such vacancy,the Issuer,by an instrument executed and signed by its Mayor and
attested by its City Clerk under its seal,may appoint a temporary Trustee to fill such vacancy until a successor
Trustee shall be appointed by the Bondowners in the manner above provided. Any such temporary Trustee
so appointed by the Issuer shall hold such appointment no longer than 90 days without Tenant approval and
shall immediately and without further acts be superseded by the successor Trustee so appointed by such
Bondowners. Every such Trustee appointed pursuant to the provisions of this Section shall be a trust company
or bank in good standing and qualified to accept such trust having a reported capital, surplus and undivided
profits of not less than$500,000. Should no temporary or successor Trustee be appointed within thirty days
following the date of the instrument of resignation or removal, any Bondowner or the resigning or removed
Trustee may petition a court of competent jurisdiction for the appointment of a successor.
Section 1009. Vesting of Trusts in Successor Trustee. Every successor Trustee appointed
hereunder shall execute,acknowledge and deliver to its predecessor and also to the Issuer and the Tenant an
instrument in writing accepting such appointment hereunder,and thereupon such successor shall,without any
further act, deed or conveyance, 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 Issuer, execute and deliver an instrument transferring to such successor Trustee all the trusts,
powers,rights,obligations,duties,remedies,immunities and privileges of such predecessor hereunder; every
predecessor Trustee shall deliver all securities and moneys held by it as Trustee hereunder to its successor,
and thereupon the obligations and duties of the predecessor Trustee hereunder shall cease and terminate.
Should any instrument in writing from the Issuer be required by any successor Trustee for more fully and
certainly vesting in such successor the trusts, powers, rights, obligations, duties, remedies, immunities and
privileges hereby vested in the predecessor,any and all such instruments in writing shall,on request and upon
the payment of the fees and expenses owed to the predecessor Trustee, be executed, acknowledged and
delivered by the Issuer.
Section 1010. Right of Trustee to Pay Taxes and Other Charges. In case any tax, assessment
or governmental or other charge upon, or insurance premium with respect to, any part of the Project
Improvements is not paid as required herein or in the Lease, the Trustee may pay such tax, assessment or
governmental charge or insurance premium, without prejudice, however, to any rights of the Trustee or the
Bondowners hereunder arising in consequence of such failure; any amount at any time so paid under this
Section,with interest thereon from the date of payment at the prime rate of the Trustee,plus 2%,shall become
an additional obligation secured by this Indenture,and the same shall be given a preference in payment over
any payment of principal of or interest on the Bonds,and shall be paid out of the proceeds of rents,revenues
and receipts collected from the Project Improvements(excluding the Public Infrastructure), if not otherwise
caused to be paid;but the Trustee shall be under no obligation to make any such payment unless it shall have
been requested to do so by the Owners of at least 25% of the aggregate principal amount of Bonds then
Outstanding and shall have been provided adequate funds for the purpose of such payment.
Section 1011. Trust Estate May be Vested in Co-trustee.
(a) It is the purpose of this Indenture that there shall be no violation of any law of any jurisdiction
(including particularly the State of Missouri) 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
this Indenture or the Lease, and in particular in case of the enforcement of either on default or in case the
Trustee deems that by reason of any present or future law of any jurisdiction it may not exercise any of the
26
powers,rights or remedies herein 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 additional
individual or institution as a co-trustee or separate trustee, and the Trustee is hereby authorized to appoint
such co-trustee or separate trustee.
(b) In the event that the Trustee appoints an additional individual or institution as a co-trustee or
separate trustee(which appointment shall be subject to the approval of the Tenant),each and every remedy,
power,right,claim, demand, cause of action, immunity,title, interest and lien expressed or intended by this
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.
(c) Should any deed,conveyance or instrument in writing from the Issuer be required by the co-
trustee or separate trustee so appointed by the Trustee for more fully and certainly vesting in and confirming
to such co-trustee 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
Issuer.
(d) In case any co-trustee or separate trustee shall die,become incapable of acting,resign or be
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.
Section 1012. Annual Accounting. The Trustee shall render an annual accounting to the Issuer,
the Tenant and to any Bondowner requesting the same and,upon the request of the Tenant or the Bondowner,
a monthly accounting to the Tenant and the Bondowner,showing in reasonable detail all financial transactions
relating to the Trust Estate during the accounting period and the balance in any funds or accounts created by
this Indenture as of the beginning and close of such accounting period.
Section 1013. Performance of Duties Under the Lease. The Trustee hereby accepts and agrees
to perform all duties and obligations specifically assigned to it under the Lease.
ARTICLE XI
SUPPLEMENTAL INDENTURES
Section 1101. Supplemental Indentures Not Requiring Consent of Bondowners. The Issuer
and the Trustee may from time to time,without the consent of or notice to any of the Bondowners,enter into
such Supplemental Indenture or Supplemental Indentures as shall not be inconsistent with the terms and
provisions hereof,for any one or more of the following purposes:
(a) To cure any ambiguity or formal defect or omission in this Indenture, or to make any other
change not prejudicial to the Bondowners(in making such determination,the Trustee may rely conclusively
upon an opinion of counsel);
(b) To more precisely identify the Project Improvements;or
(c) To substitute or add additional property to the Project Improvements.
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Section 1102. Supplemental Indentures Requiring Consent of Bondowners.
(a) Exclusive of Supplemental Indentures covered by Section 1101 hereof and subject to the
terms and provisions contained in this Section, and not otherwise, the Owners of not less than 50% in
aggregate principal amount of the Bonds then Outstanding shall have the right, from time to time, anything
contained in this Indenture to the contrary notwithstanding, to consent to and approve the execution by the
Issuer and the Trustee of such other Supplemental Indenture or Supplemental Indentures as shall be deemed
necessary and desirable by the Issuer for the purpose of modifying,amending,adding to or rescinding,in any
particular, any of the terms or provisions contained in this Indenture or in any Supplemental Indenture;
provided,however,that without the consent of the Owners of 100%of the principal amount of the Bonds then
Outstanding,nothing in this Section contained shall permit or be construed as permitting(1)an extension of
the maturity or a shortening of the redemption date of the principal of or the interest, if any, on any Bond
issued hereunder,or(2)a reduction in the principal amount of any Bond or the rate of interest thereon,if any,
or(3) a privilege or priority of any Bond or Bonds over any other Bond or Bonds, or(4)a reduction in the
aggregate principal amount of Bonds the Owners of which are required for consent to any such Supplemental
Indenture.
(b) If at the time the Issuer shall request the Trustee to enter into any such Supplemental
Indenture for any of the purposes of this Section,the Trustee shall cause notice of the proposed execution of
such Supplemental Indenture to be mailed to each Bondowner as shown on the bond registration books
required by Section 206 hereof. Such notice shall briefly set forth the nature of the proposed Supplemental
Indenture and shall state that copies thereof are on file at the corporate trust office of the Trustee for inspection
by all Bondowners. If within 60 days or such longer period as may be prescribed by the Issuer following the
mailing of such notice and except as provided in (a) above, the Owners of not less than 50% in aggregate
principal amount of the Bonds Outstanding at the time of the execution of any such Supplemental Indenture
shall have consented to and approved the execution thereof as herein provided,no Owner of any Bond shall
have any 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 Issuer
from executing the same or from taking any action pursuant to the provisions thereof The Trustee shall not
be required to execute any Supplemental Indenture that adversely affects the Trustee's rights, duties or
immunities hereunder.
Section 1103. Tenant's Consent to Supplemental Indentures. Anything herein to the contrary
notwithstanding,a Supplemental Indenture under this Article which affects any rights of the Tenant shall not
become effective unless and until the Tenant shall have consented in writing to the execution and delivery of
such Supplemental Indenture. In this regard, the Trustee shall cause notice of the proposed execution and
delivery of any such Supplemental Indenture together with a copy of the proposed Supplemental Indenture to
be mailed to the Tenant at least 15 days prior to the proposed date of execution and delivery of any such
Supplemental Indenture.
Section 1104. Opinion of Counsel. Prior to or contemporaneously with the execution of any
Supplemental Indenture by the Trustee,the Trustee shall receive any opinion of counsel nationally recognized
on the subject of municipal bonds to the effect that the provisions of such Supplemental Indenture are
authorized under this Indenture and the Act and will,upon execution and delivery thereof be valid and binding
upon the Issuer in accordance with its terms.
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ARTICLE XII
SUPPLEMENTAL LEASES
Section 1201. Supplemental Leases Not Requiring Consent of Bondowners. The Issuer and the
Trustee shall, without the consent of or notice to the Bondowners, consent to the execution of any
Supplemental Lease or Supplemental Leases by the Issuer and the Tenant as may be required (a)by the
provisions of the Lease and this Indenture, (b)for the purpose of curing any ambiguity or formal defect or
omission in the Lease, (c)so as to more precisely identify the Project Improvements or substitute or add
additional property thereto,or(d)in connection with any other change therein which, in the judgment of the
Trustee,is not to the material prejudice of the Trustee or the Bondowners(in making such determination,the
Trustee may rely upon an opinion of counsel).
Section 1202. Supplemental Leases Requiring Consent of Bondowners. Except for
Supplemental Leases as provided for in Section 1201 hereof,neither the Issuer nor the Trustee shall consent
to the execution of any Supplemental Lease or Supplemental Leases by the Issuer or the Tenant without the
mailing of notice and the obtaining of the written approval or consent of the Owners of not less than 50%in
aggregate principal amount of the Bonds at the time Outstanding given and obtained as provided in Section
1102 hereof. If at any time the Issuer and the Tenant shall request the consent of the Trustee to any such
proposed Supplemental Lease, the Trustee shall cause notice of such proposed Supplemental Lease to be
mailed in the same manner as provided in Section 1102 hereof with respect to Supplemental Indentures. Such
notice shall briefly set forth the nature of such proposed Supplemental Lease and shall state that copies of the
same are on file in the principal office of the Trustee for inspection by all Bondowners. The Trustee shall not
be obligated to consent to any Supplemental Lease which,in the judgment of the Trustee,is prejudicial to the
rights of the Trustee.
Section 1203. Opinions of Counsel. Prior to or contemporaneously with the consent by the Trustee
of execution of any Supplemental Lease,the Trustee shall receive an opinion of counsel nationally recognized
on the subject of municipal bonds to the effect that the provisions of such Supplemental Lease are authorized
under this Indenture,the Lease and the Act and will,upon execution and delivery thereof,be valid and binding
upon the Issuer in accordance with its terms and an opinion of counsel to the Tenant stating that such
Supplemental Lease will,upon execution and delivery thereof,be valid and binding upon the Tenant.
ARTICLE XIII
SATISFACTION AND DISCHARGE OF INDENTURE
Section 1301. Satisfaction and Discharge of this Indenture.
(a) When the principal of and interest on all the Bonds shall have been paid in accordance with
their terms or provision has been made for such payment, as provided in Section 1302 hereof,and provision
shall also be made for paying all other sums payable hereunder, including the reasonable fees and expenses
of the Trustee, the Issuer and Paying Agent to the date of retirement of the Bonds, then the right, title and
interest of the Trustee in respect hereof shall thereupon cease, determine and be void, and thereupon the
Trustee shall, upon receipt by the Trustee of an opinion of counsel stating that all conditions precedent to
satisfaction and discharge of this Indenture have been complied with, cancel, discharge and release this
Indenture and shall execute, acknowledge and deliver to the Issuer such instruments of satisfaction and
discharge or release as shall be reasonably requested to evidence such release and the satisfaction and
29
discharge of this Indenture, and shall assign and deliver to the Issuer any property at the time subject to this
Indenture which may then be in its possession, except amounts in the Bond Fund required to be paid to the
Tenant under Section 606 hereof and except funds or securities in which such funds are invested held by the
Trustee for the payment of the principal of and interest on the Bonds.
(b) The Issuer is hereby authorized to accept a certificate by the Trustee that the whole amount
of the principal and interest, if any, so due and payable upon all of the Bonds or coupons then Outstanding
has been paid or such payment provided for in accordance with Section 1302 hereof as evidence of satisfaction
of this Indenture, and upon receipt thereof shall cancel and erase the inscription of this Indenture from its
records.
Section 1302. Bonds Deemed to be Paid.
(a) Bonds shall be deemed to be paid within the meaning of this Article when payment of the
principal of and interest thereon to the due date thereof(whether such due date be by reason of maturity or
upon redemption as provided in this Indenture,or otherwise),either(1)shall have been made or caused to be
made in accordance with the terms thereof,or(2)shall have been provided for by depositing with the Trustee
in trust and irrevocably set aside exclusively for such payment(i)moneys sufficient to make such payment or
(ii)non-callable Government Securities maturing as to principal and interest in such amount and at such times
as will insure the availability of sufficient moneys to make such payment,and,in the case of Bonds which do
not mature or will not be redeemed within ninety days of the deposit of cash or non-callable Government
Securities,a verification report of a firm of independent certified public accountants as to the adequacy of the
amounts so deposited to fully pay the Bonds deemed to be paid. At such time as a Bond shall be deemed to
be paid hereunder, as aforesaid, it shall no longer be secured by or entitled to the benefits of this Indenture,
except for the purposes of such payment from such moneys or Government Securities.
(b) 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)of the immediately preceding paragraph shall
be deemed a payment of such Bonds as aforesaid until,as to all such Bonds which are to be redeemed prior
to their respective stated maturities, proper notice of such redemption shall have been given in accordance
with Article III of this Indenture or irrevocable instructions shall have been given to the Trustee to give such
notice.
(c) Notwithstanding any provision of any other section of this Indenture which may be contrary
to the provisions of this Section, all moneys or Government Securities set aside and held in trust pursuant to
the provisions of this Section for the payment of Bonds and coupons shall be applied to and used solely for
the payment of the particular Bonds and coupons,if any,with respect to which such moneys and Government
Securities have been so set aside in trust.
ARTICLE XIV
MISCELLANEOUS PROVISIONS
Section 1401. Consents and Other Instruments by Bondowners. Any consent, request,
direction,approval,objection or other instrument required by this Indenture to be signed and executed by the
Bondowners may be in any number of concurrent writings of similar tenor and may be signed or executed by
such Bondowners 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,
30
shall be sufficient for any of the purposes of this 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 may be
proved by the certificate of any officer in any jurisdiction who by law has power to take
acknowledgements 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 registration
books of the Issuer maintained by the Trustee pursuant to Section 206 hereof.
Section 1402. Limitation of Rights Under this Indenture. With the exception of rights herein
expressly conferred, nothing expressed or mentioned in or to be implied from this Indenture or the Bonds is
intended or shall be construed to give any person other than the parties hereto,and the Owners of the Bonds,
if any,any right,remedy or claim under or in respect to this Indenture,this Indenture and all of the covenants,
conditions and provisions hereof being intended to be and being for the sole and exclusive benefit of the
parties hereto and the Owners of the Bonds,as herein provided.
Section 1403. Notices. It shall be sufficient service of any notice, request, complaint, demand or
other paper required by this Indenture to be given or filed with the Issuer, the Trustee, the Tenant or
Bondowners if the same shall be duly mailed by registered or certified mail, postage prepaid, return receipt
requested,(provided that notice to the Trustee shall in no case be deemed effective until received)addressed:
(a) To the Issuer:
City of Riverside,Missouri
2950 N.W. Vivion Road
Riverside, Missouri 64150
Attention: City Administrator
(b) To the Tenant:
Live Nation Entertainment, Inc.
c/o Live Nation
9348 Civic Center Drive
Beverly Hills,California 90210
Attention: President
With a copy to:
Polsinelli PC
900 W. 48th Place, Suite 900
Kansas City,MO 64112
Attention: Korb Maxwell
31
(c) To the Trustee:
UMB Bank,N.A.
928 Grand Blvd, 12th Floor
Kansas City,MO 64106
Attention: Corporate Trust Department
(d) To the Bondowners if the same shall be duly mailed by first-class mail addressed to
each of the Owners of Bonds at the time Outstanding as shown by the bond registration books required
by Section 206 hereof to be kept at the principal corporate trust office of the Trustee.
Section 1404. Severability. If any provision of this Indenture shall be held or deemed to be invalid,
inoperative or unenforceable as applied in any particular case in any jurisdiction or jurisdictions or in all
jurisdictions, or in all cases because it conflicts with any other provision or provisions hereof or any
constitution or statute or rule of public policy, or for any other reason, such circumstances shall not have the
effect of rendering the provision in question inoperative or unenforceable in any other case or circumstance,
or of rendering any other provision or provisions herein contained invalid, inoperative or unenforceable to
any extent whatever.
Section 1405. Execution in Counterparts. This Indenture may be simultaneously executed in
several counterparts,each of which shall be an original and all of which shall constitute but one and the same
instrument.
Section 1406. Governing Law. This Indenture shall be governed exclusively by and construed in
accordance with the applicable laws of the State of Missouri.
Section 1407. Electronic Storage. The parties agree that the transactions described herein may be
conducted and related documents may be received, sent or stored by electronic means. Copies, telecopies,
facsimiles, electronic files and other reproductions of original executed documents shall be deemed to be
authentic and valid counterparts of such original documents for all purposes,including the filing of any claim,
action,or suit in the appropriate court of law.
[The remainder of this page intentionally left blank.]
32
IN WITNESS WHEREOF,the City of Riverside,Missouri,has caused this Indenture to be signed
in its name and behalf by its Mayor and the seal of the Issuer to be hereunto affixed and attested by its City
Clerk,and to evidence its acceptance of the trusts hereby created,UMB Bank,N.A.has caused this Indenture
to be signed in its name and behalf by its duly authorized officer and its official seal to be hereunto affixed
and attested by its Secretary or Assistant Secretary,all as of the date first above written.
CITY OF RIVERSIDE,MISSOURI
By Il3et —
J Mayor riv
[SEAL]
ATTEST:
By i
City Clerk
S-1
Indenture
Riverside MO—Project Magnet
UMB BANK,N.A.,as Trustee
By
Name:
Title:
S-2
Indenture
Riverside MO—Project Magnet
EXHIBIT A
(FORM OF BOND)
This Bond has not been registered under the Securities Act of 1933,as amended,or any state securities laws,
and this Bond may not be transferred unless (i) the Issuer consents in writing to such transfer, and (ii) the
Issuer and the Trustee are furnished a written legal opinion from counsel acceptable to the Issuer,the Trustee
and the Tenant,to the effect that such transfer is exempt from the registration requirements of the Securities
Act of 1933, as amended, and any applicable state securities laws. This Bond may be transferred to any
successor of the Tenant or any entity owned by or under common ownership with the Tenant without the
necessity of obtaining the Issuer's consent or such an opinion.
UNITED STATES OF AMERICA
STATE OF MISSOURI
CITY OF RIVERSIDE,MISSOURI
TAXABLE INDUSTRIAL REVENUE BOND
(PROJECT MAGNET)
SERIES 2024
THE CITY OF RIVERSIDE,MISSOURI, a fourth-class city organized and existing under the laws
of the State of Missouri (the "Issuer"), for value received, promises to pay, but solely from the source
hereinafter referred to,to
LIVE NATION ENTERTAINMENT,INC.
or registered assigns,on December 1,2035 (subject to extension as provided in the Indenture),the maximum
principal amount of
ONE HUNDRED NINETEEN MILLION SEVEN HUNDRED THIRTY THOUSAND DOLLARS
or such lesser amount as may be outstanding hereunder as reflected in the bond registration books maintained
by the Trustee. Unless the Bond is held by the Trustee,the registered owner shall note the principal amount
outstanding hereunder in the Table of Cumulative Outstanding Principal Amount attached hereto,provided,
however,that the registration books maintained by the Trustee shall be the official record of the Cumulative
Outstanding Principal Amount of this Bond, in any coin or currency of the United States of America which
on the date of payment thereof is legal tender for the payment of public and private debts,and in like manner
to pay to the registered owner hereof,either by check or draft mailed to the registered owner at a stated address
as it appears on the bond registration books of the Issuer kept by the Trustee under the within mentioned
Indenture or,in certain situations authorized in the Indenture,by internal bank transfer or by wire transfer to
an account in a commercial bank or savings institution located in the continental United States,interest on the
Cumulative Outstanding Principal Amount(as hereinafter defined)at the rate of 7.0%per annum payable in
arrears on the maturity date or upon earlier redemption,and,unless paid in full,continuing thereafter until the
said Cumulative Outstanding Principal Amount is paid in full;provided,however,in no event shall the interest
rate on the Bond exceed the maximum permitted amount under Section 108.170 of the Revised Statutes of
Missouri. Interest shall be computed on the basis of a year of 360 days consisting of 12 months of 30 days
A-1
each. Principal on this Bond shall be payable on the maturity date set forth above,unless such principal shall
have been paid as a result of a redemption of the Bonds prior to such maturity date.
As used herein,the term"Cumulative Outstanding Principal Amount"means an amount equal to the
aggregate of all amounts paid into the Project Fund in accordance with the terms of the hereinafter defined
Indenture,as reflected in the bond registration books maintained by the Trustee.
The Trustee shall keep and maintain a record of the amounts deposited into the Project Fund pursuant
to the terms of the Indenture as"Principal Amount Deposited into Project Fund"and shall enter the aggregate
principal amount of this Bond then outstanding on its records as the "Cumulative Outstanding Principal
Amount" on its records maintained for this Bond. On each date upon which a portion of the Cumulative
Outstanding Principal Amount is paid to the registered owner hereof, pursuant to the optional redemption
provisions of the Indenture,the Trustee shall enter on its records the principal amount paid on the Bond as
"Principal Amount Paid Pursuant to Optional Redemption Provisions," and shall enter the then outstanding
principal amount of this Bond as "Cumulative Outstanding Principal Amount" on its records. Unless the
Bond is held by the Trustee, the registered owner may from time to time enter the respective amounts
deposited into the Project Fund pursuant to the terms of the Indenture under the column headed "Principal
Amount Deposited Into Project Fund" on the attached Table of Cumulative Outstanding Principal Amount
(the"Table")and may enter the aggregate principal amount of this Bond then outstanding under the column
headed "Cumulative Outstanding Principal Amount" on the attached Table. On each date upon which a
portion of the Cumulative Outstanding Principal Amount is paid to the registered owner hereof pursuant to
the optional redemption provisions of the Indenture, unless the Bond is held by the Trustee, the registered
owner may enter the principal amount paid on this Bond under the column headed"Principal Amount Paid
Pursuant to Optional Redemption Provisions" on the Table and may enter the then outstanding principal
amount of this Bond under the column headed "Cumulative Outstanding Principal Amount" on the Table.
However, the records maintained by the Trustee as to amounts deposited into the Project Fund or principal
amounts paid on this Bond shall be the official records of the Cumulative Outstanding Principal Amount for
all purposes.
THIS BOND is a duly authorized Bond of the Issuer designated"City of Riverside,Missouri Taxable
Industrial Revenue Bonds (Project Magnet), Series 2024," in the maximum aggregate principal amount of
$119,730,000 (the "Bonds"), to be issued for the purpose of providing funds to pay the cost of the Project
Improvements to be leased to a private-sector company(the"Tenant"),under the terms of a Lease Agreement
dated as of September 1, 2024 (said Lease Agreement, as amended and supplemented from time to time in
accordance with the provisions thereof,being herein called the"Lease"),between the Issuer and the Tenant,
all pursuant to the authority of and in full compliance with the provisions, restrictions and limitations and
Article VI, Section 27(b)of the Missouri Constitution and Sections 100.010 through 100.200,inclusive,of
the Revised Statutes of Missouri, as amended,and pursuant to proceedings duly had by the governing body
of the Issuer.
THE BONDS are issued under and are equally and ratably secured and entitled to the protection given
by a Trust Indenture dated as of September 1,2024(said Trust Indenture,as amended and supplemented from
time to time in accordance with the provisions thereof,being herein called the"Indenture"),between the Issuer
and UMB Bank,N.A.,as trustee(the"Trustee"). Reference is hereby made to the Indenture for a description
of the provisions,among others,with respect to the nature and extent of the security for the Bonds,the rights,
duties and obligations of the Issuer,the Trustee and the owners of the Bonds, and the terms upon which the
Bonds are issued and secured.
A-2
THIS BOND shall be subject to redemption and payment as provided in the Indenture:
THE BONDS are special obligations of the Issuer payable solely out of the rents, revenues and
receipts derived by the Issuer from the Project Improvements (excluding the Public Infrastructure) and not
from any other fund or source of the Issuer, and are secured by a pledge and assignment of the Project
Improvements (excluding the Public Infrastructure) and of such rents, revenues and receipts, including all
rentals and other amounts to be received by the Issuer under and pursuant to the Lease,all as provided in the
Indenture. The Bonds do not constitute general obligations of the Issuer or the State of Missouri,and neither
the Issuer nor said State shall be liable thereon,and the Bonds shall not constitute an indebtedness within the
meaning of any constitutional or statutory debt limitation or restriction,and are not payable in any manner by
taxation. Pursuant to the provisions of the Lease, rental payments sufficient for the prompt payment when
due of the principal of and interest on the Bonds are to be paid by the Tenant directly to the Trustee for the
account of the Issuer and deposited in a special account created by the Issuer and designated the "City of
Riverside,Missouri,Taxable Industrial Revenue Bond Fund—Project Magnet, Series 2024."
THE OWNER of this Bond shall have no right to enforce the provision of the Indenture or to institute
action to enforce the covenants therein, or to take any action with respect to any event of default under the
Indenture, or to institute, appear in or defend any suit or other proceedings with respect thereto, except as
provided in the Indenture. In certain events, on the conditions, in the manner and with the effect set forth in
the Indenture,the principal of all the Bonds issued under the Indenture and then Outstanding may become or
may be declared due and payable before the stated maturity thereof, together with interest accrued thereon.
Modifications or alterations of this Bond or the Indenture may be made only to the extent and in the
circumstances permitted by the Indenture.
SUBJECT TO the requirements for transfer set forth above in the legend contained on the face of this
Bond,this Bond is transferable, as provided in the Indenture,only upon the books of the Issuer kept for that
purpose at the above-mentioned office of the Trustee by the registered owner hereof in person or by such
person's duly authorized attorney,upon surrender of this Bond together with a written instrument of transfer
satisfactory to the Trustee duly executed by the registered owner or such person's duly authorized attorney,
and thereupon a new fully registered Bond or Bonds, without coupons, and in the same aggregate principal
amounts,shall be issued to the transferee in exchange therefor as provided in the Indenture,and upon payment
of the charges therein prescribed. The Issuer, the Trustee and any Paying Agent may deem and treat the
person in whose name this Bond is registered as the absolute owner hereof for the purpose of receiving
payment of,or on account of,the principal or redemption price hereof and interest due hereon and for all other
purposes.
THE BONDS are issuable in the form of one fully registered Bond without coupons in the
denomination of$0.01 or any multiple thereof up to the maximum principal denomination of$119,730,000.
THIS BOND shall not be valid or become obligatory for any purposes or be entitled to any security
or benefit under the Indenture until the Certificate of Authentication hereon shall have been executed by the
Trustee.
IT IS HEREBY CERTIFIED AND DECLARED that all acts,conditions and things required to exist,
happen and be performed precedent to and in the execution and delivery of the Indenture and the issuance of
this Bond do exist,have happened and have been performed in due time,form and manner as required by the
Constitution and laws of the State of Missouri.
A-3
IN WITNESS WHEREOF, the City of Riverside, Missouri,has caused this Bond to be executed in
its name by the manual or facsimile signature of its Mayor, attested by the manual or facsimile signature of
its City Clerk and its corporate seal to be affixed hereto or imprinted hereon,and has caused this Bond to be
dated as of the date set forth above.
CITY OF RIVERSIDE,MISSOURI
By 1W-1:&
Mayor PIL fief
(SEAL)
ATTEST:
By
C-- -Ekrk—
A-4
TABLE OF CUMULATIVE OUTSTANDING PRINCIPAL AMOUNT
Principal Amount Cumulative
Principal Amount Paid Pursuant to Outstanding Notation
Deposited Into Redemption Principal Made
Date Project Fund Provisions Amount By
A-5
(FORM OF ASSIGNMENT)
(NOTE RESTRICTIONS ON TRANSFERS)
FOR VALUE RECEIVED,the undersigned hereby sells,assigns and transfers unto
Print or Typewrite Name,Address and Social Security or
other Taxpayer Identification Number of Transferee
the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints
agent to transfer the within Bond on the books kept by the Trustee for
the registration and transfer of Bonds,with full power of substitution in the premises.
Dated:
NOTICE: The signature to this assignment must
correspond with the name as it appears upon the
face of the within Bond in every particular and
must be guaranteed by an eligible guarantor.
Medallion Signature Guarantee:
A-6
CERTIFICATE OF AUTHENTICATION
This Bond is the Taxable Industrial Revenue Bond(Project Magnet), Series 2024, described in the
Trust Indenture. The effective date of registration of this Bond is set forth below.
UMB BANK,N.A., as Trustee
By
Date Name:
Title:
A-7
CITY OF RIVERSIDE, MISSOURI
PLAN FOR AN INDUSTRIAL DEVELOPMENT PROJECT
AND
COST-BENEFIT ANALYSIS
FOR
PROJECT MAGNET
DATE: AUGUST 26,2024
I. PURPOSE OF THIS PLAN
The Board of Aldermen of the City of Riverside,Missouri(the"City")will consider an ordinance
approving this Plan for an Industrial Development Project and Cost-Benefit Analysis (the "Plan") for an
industrial development project described herein(the "Project")and approving the issuance by the City of
its taxable industrial development revenue bonds in an aggregate principal amount not to exceed
$119,730,000(the"Bonds")with respect to the Project. The Bonds will be issued pursuant to the provisions
of Article VI, Section 27(b)of the Missouri Constitution,as amended and Sections 100.010 to 100.200 of
the Revised Statutes of Missouri, as amended(collectively,the"Act").
This Plan has been prepared to satisfy requirements of the Act and to analyze the potential costs
and benefits, including the related tax impact on all affected taxing jurisdictions, of using industrial
development revenue bonds to finance the Project and to facilitate real property tax abatement and the
exemption from sales and use tax of purchases of construction materials for the Project.
This Plan applies to property (described below under the heading "REQUIREMENTS OF THE
ACT — Description of the Project") that is currently subject to the Plan for an Industrial Development
Project and for NorthPoint Development dated February 21, 2014(the"Horizons West Plan"). This Plan
should be considered a supplement to the Horizons West Plan,adding to the Horizons West Plan without
deleting or terminating any portion of the Horizons West Plan. In the event of a conflict between this Plan
and the Horizons West Plan,this Plan shall control with respect to the subject matter hereof.
II. GENERAL DESCRIPTION OF CHAPTER 100 FINANCINGS
General. The Act authorizes cities, counties, towns and villages to issue industrial development
revenue bonds to finance the purchase, construction, extension and improvement of warehouses,
distribution facilities, research and development facilities, office industries, agricultural processing
industries, service facilities that provide interstate commerce, industrial plants and other commercial
facilities.
Issuance and Sale of Bonds. Revenue bonds issued pursuant to the Act do not require voter
approval and are payable solely from revenues received from the project.The municipality issues its bonds
and in exchange,the benefited company promises to make payments that are sufficient to pay the principal
of and interest on the bonds as they become due. Thus, the municipality merely acts as a conduit for the
financing.
Concurrently with the closing of the bonds, the company will convey to the municipality title to
the project. The municipality must be the fee owner of the project while the bonds are outstanding. At the
same time, the municipality will lease the project back to the benefited company pursuant to a lease
agreement.
Under the lease agreement,the company typically:(1)will unconditionally agree to make payments
sufficient to pay the principal of and interest on the bonds as they become due; (2) will agree, at its own
expense,to maintain the project conveyed to the municipality and leased back to the company pursuant to
the lease,to pay all unabated taxes and assessments with respect to such project,and to maintain adequate
insurance; (3)has the right,at its own expense,to make certain additions,modifications or improvements
to the project;(4)may assign its interests under the lease agreement or sublease the project while remaining
responsible for payments under the lease agreement; (5) will covenant to maintain its corporate existence
during the term of the bond issue; and (6) will agree to indemnify the municipality for any liability the
municipality might incur as a result of its participation in the transaction.
Property Tax Exemption. Under Article X, Section 6 of the Missouri Constitution and Section
137.100 of the Revised Statutes of Missouri, all property of any political subdivision is exempt from
taxation. In a typical transaction,the municipality holds fee title to the project and leases the project to the
benefited company.
If the municipality and the company determine that partial tax abatement is desirable,the company
may agree to make "payments in lieu of taxes." The amount of any such payments in lieu of taxes is
negotiated. The payments in lieu of taxes, if any, are payable by December 31 of each year, and are
distributed to the municipality and to each political subdivision within the boundaries of the project in the
same manner and in the same proportion as property taxes would otherwise be distributed under Missouri
law.
Under this Plan,the City and the Company(defined below)have agreed to 100%real property tax
abatement for 10 years after completion of the Project,meaning no payment in lieu of tax will be made by
the Company during the term of the Bonds. The area in which the Project will be located is subject to a tax
increment financing plan,but no base taxes or payments in lieu of tax will be generated by the Project under
such tax increment financing plan during the term of the Bonds.
III. DESCRIPTION OF THE PARTIES
The Company. Live Nation Entertainment,Inc.,or its assignee or designee(the"Company")will
enter into a lease with the City under this Plan. Live Nation Entertainment,Inc.is a corporation organized
and existing under the laws of the State of Delaware. Its operations focus on providing live entertainment
and it operates numerous venues around the country.
City of Riverside,Missouri. The City is a fourth-class city and municipal corporation organized
and existing under the laws of the State of Missouri. The City is authorized and empowered pursuant to
the provisions of the Act to purchase,construct,extend and improve certain projects(as defined in the Act)
and to issue industrial development revenue bonds for the purpose of providing abatement and sales tax
exemption as described herein and to lease or otherwise dispose of such projects to private persons or
corporations for manufacturing,commercial,warehousing and industrial development purposes upon such
terms and conditions as the City deems advisable.
IV. REQUIREMENTS OF THE ACT
Description of the Project. The Project for which the Bonds will be issued consists of the
construction of a live entertainment amphitheater with a capacity of approximately 15,000 people,including
associated ancillary structures, food and beverage areas, fixtures, and infrastructure improvements
(including associated parking, roadway, utility and site improvements). The Project will be located on
approximately 135.6 acres situated to the northwest of the intersection of Horizons Parkway and 1-635 in
Riverside,Missouri.
The map below shows the approximate location of the land to be affected by the Project (the
"Project Site"). The City currently owns the Project Site and will continue to own the Project Site during
the abatement period and the term of the Bonds.
-2-
. g. a..,s11114
:l
17*
Project Site Ir
}
Estimate of the Costs of the Project. The Project is expected to cost approximately$119,730,000,
with$50,000,000 estimated to be spent on construction materials. The Project is expected to be constructed
during 2024 and 2025,although the actual years may vary based on Project implementation.
Source of Funds to be Expended for the Project. The sources of funds to be expended for the
Project will be funds available to the Company, and the expenditure of such funds will be represented by
draws on the Bonds. The Bonds will be payable solely from the revenues derived by the City from the
lease or other disposition of the Project. The Bonds will not be an indebtedness or general obligation,debt
or liability of the City or the State of Missouri.
Statement of the Terms Upon Which the Project is to be Leased or Otherwise Disposed of by the
City. The City will continue to hold title to the Project Site. The City will lease the Project to the Company
for lease payments equal to the principal and interest payments on the Bonds. Under the terms of the lease,
the Company will have the option to at any time and the obligation at then end of the lease term to purchase
the Project(with the exception of public infrastructure improvements,which are intended to remain in City
ownership). The lease between the City and the Company will terminate after 10 complete calendar years
of abatement has been provided on the completed project,unless terminated sooner pursuant to the terms
of the lease.
Affected School District, Community College District, County, City, and Emergency Services
Districts. The Park Hill School District is the school district affected by the Project. Platte County,
Missouri is the county affected by the Project. Metropolitan Community College is the community college
district affected by the Project. The City is the city affected by the Project. No ambulance or fire district
is affected by the Project. The Cost-Benefit Analysis attached hereto identifies all other taxing districts
affected by the Project.
-3-
Assessed Valuation. Because the Project Site is currently owned by a municipality,the most recent
taxable equalized assessed valuation of the Project Site is $0.00. The estimated total equalized assessed
valuation of the Project Site after completion of the Project(for tax year 2026)is$15,075,088.
Payments in Lieu of Taxes. If this Plan is approved by the Board of Aldermen, the City intends
to issue the Bonds in 2024. The Bonds are being issued for the purpose of providing 100%real property
tax abatement for 10 years after Project completion and sales and use exemption on construction materials.
During the time that the Bonds are outstanding, no taxes or payments in lieu of taxes will be due on the
Project.
The Project Site is within the redevelopment area established by the City's L-385 Levee
Redevelopment Plan (the "TIF Plan'). However, due to the 100% tax abatement provided by this Plan,
no base taxes or payments in lieu of tax will be generated by the Project under such TIF Plan during the
term of the Bonds.
Sales and Use Tax Exemption on Construction Materials. Qualified building materials purchased
for the construction of the Project are expected to be exempt from sales and use tax pursuant to the
provisions of Section 144.062 of the Revised Statutes of Missouri and the underlying bond documents upon
delivery of a project exemption certificate by the City to the Company. The anticipated cost of this
exemption to taxing jurisdictions levying a sales or use tax is shown below:
Sales j Use Taxes
Taxing Jurisdiction Tax Rate Abated
State of Missouri 4.225% $2,112,500
Platte County 1.250% $625,000
City of Riverside 1.500% $750,000
Total 6.975% $3,487,500
Cost-Benefit Analysis. In compliance with Section 100.050.2(3) of the Revised Statutes of
Missouri, this Plan has been prepared to show the costs and benefits to the City and to other taxing
jurisdictions affected by the Project. The attached Cost-Benefit Analysis provides estimates of the direct
tax impact that the construction of the Project is expected to have on each taxing jurisdiction during the
abatement term.This Plan does not attempt to quantify the overall economic impact of the Project.
V. ASSUMPTIONS AND BASIS OF PLAN
In preparing this Plan, key assumptions have been made to estimate the fiscal impact of the
exemptions proposed for the Project. See ATTACHMENT A for a summary of these assumptions.
Information necessary to complete this Plan, has been furnished by representatives of the City,
representatives of the Company and its counsel,and other persons deemed appropriate and such information
has not been independently verified for accuracy,completeness or fairness.
* * *
-4-
ATTACHMENT A
SUMMARY OF KEY ASSUMPTIONS
In addition to the assumptions described in the Plan and the Cost-Benefit Analysis,the following
assumptions have been made in preparing the Cost-Benefit Analysis:
1. Commercial real property taxes are calculated using the following formula:
(Assessed Value/ 100) *Tax Rate
2. The assessed value of the Project is calculated using the following formula:
Estimated Value*Assessment Ratio of 32%
3. The tax rates used in this Plan reflect the rates in effect for the tax year 2023. The tax rates were
held constant through the years shown in the Cost-Benefit Analysis. For purposes of this Plan,the point
of sale for construction materials is assumed to be in Riverside,Platte County,Missouri.
4. The assessments imposed by the Riverside Quindaro Bend Levee District are not affected
by ownership of the Project Site by the City and will continue to be imposed upon the Project Site during
the term of the Bonds. The Company will be responsible for payment of such assessments.
5. Calendar years referenced in this Plan shown in the attached Cost-Benefit Analysis are for
demonstration purposes only and actual calendar years affected may change due to project implementation.
6. The Project Site is currently owned by the City and will continue to be owned by the City
during and after the Project,resulting in zero assessed value attributed to the Project Site.
* * *
A-1
City of Riverside,Missouri
(Project Magnet)
COST BENEFIT ANALYSIS
PLAN FOR INDUSTRIAL DEVELOPMENT PROJECT
117;
GILMOREBELL
Table of Contents
Project Assumptions 1
Summary of Cost Benefit Analysis 2
Projected Tax Revenues Without Project 3
Projected Tax Revenues With Project 4
Projected PILOT Amount 5
Projected Tax Abatement 6
This information is provided based on the factual information and assumptions provided to Gilmore&Bell,P.C.by
a party to or a representative of a party to the proposed transaction.This information is intended to provide factual
information only and is provided in conjunction with our legal representation.It is not intended as financial advice
or a financial recommendation to any party.Gilmore&Bell,P.C.is not a financial advisor or a"municipal advisor"
as defined in the Securities Exchange Act of 1934,as amended.
City of Riverside,Missouri
(Project Magnet)
Cost Benefit Analysis 4/11/2024
Project Assumptions
• Initial year taxes assessed 2024
• Assessed Value of Real Property Without Project $ -
• Assessed Value of Improvements(2025) $ 7,537,544
• Assessed Value of Improvements(2026) $ 15,075,088
• Biennial growth rate of appraised value of real property 2.0%
• Assessed value as a percentage of appraised value(real) 32.0%
• Terms of abatement:
Project Improvements
Construction period and abatement years 1 through 10 100%
City of Riverside,Missouri
(Project Magnet)
Cost Benefit Analysis -1- 4/11/2024
Summary of Cost Benefit Analysis
Projected Tax Projected Tax Projected
Revenues Without Revenues With PILOT Projected Tax
Taxing Jurisdiction Tax Rate Project Project Amount Abatement
State 0.0300 $ - $ 49,803 $ - S 49,803
County 0.0600 - 99,606 - 99,606
Health Department 0.0722 - 119,859 - 119,859
Board of Disabled Services 0.1174 - 194,895 - 194,895
Mental Health 0.0902 - 149,740 - 149,740
Mid-Continent Library 0.2911 - 483,253 - 483,253
Senior Citizen Fund 0.0452 - 75,036 - 75,036
Park Hill School District 5.3955 - 8,957,032 - 8,957,032
Parkville Special Road District 0.2316 - 384,478 - 384,478
Metropolitan Community College 0.1780 - 295,497 - 295,497
Surtax 0.3600 - 597,634 - 597,634
6.8712 $ - $ 11,406,831 $ - $ 11,406,831
City of Riverside,Missouri
(Project Magnet)
Cost Benefit Analysis -2- 4/11/2024
Projected Tax Revenues Without Project
Estimated Assessed Value of Real Propcny Without Project S - S - S - S - S - S - S - S - S - S - S - S -
Taxing lunsdstion Fee Rate per$100 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 Total
State 00300 S - S - S - S - S - S - S - S - S - S - S - S - S -
County 0 0600 - - - - - - - - - - - -Health Department 00722 - - - - - - - - - - - - -
Board of Disabled Services 0 1174 - - - - - - - - - - - - -
Mental Health 00902 - - - - - - - - - - - - -
Mid-Continent Library 02911 - - - - - - - - - - -
Senior CduenFund 00452 - •
•
•
- - - - - - - -
Perk Hill School Dtstnct 5 3955 - - - - - - - - - - - - -
Parkvtllc Special Road District 0 2316 - - - - - - - - - - -
Metropolitan Community College 0 1780 - •
- - - - - - - - - - -
Surtax 0.3600 - - - - - - - - - - - - -
68712 S - S - S - S - 5 - S - S - S • S - S - S - S - S -
City of Riverside,Missouri
(Project Magnet)
Cost Benefit Analysis -3- 4/11/2624
Projected Tax Revenues With Project
Estimated Assessed Value of Project $ - S7,537.544 S15,075.088 $15,376,590 $15,376,590 $15684.122 S15,684.122 $15997,804 S15.997.804 $16.317 760 S16 317,760 S16,644,116
Tax Rate per
Taxmg Jurisdiction $100 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 Total
State 00300 $ - $ 2 261 S 4523 $ 4613 $ 4,613 S 4,705 $ 4,705 $ 4.799 $ 4,799 $ 4,895 $ 4.895 $ 4,993 $ 49,803
County 00600 - 4,523 9.045 9,226 9,226 9,410 9,410 9,599 9,599 9,791 9,791 9,986 99,606
Health Department 00722 - 5,442 10,884 11,102 11,102 11,324 11,324 11,550 11,550 11,781 11,781 12,017 119,859
Board of Disabled Services 01174 - 8,849 17,698 18,052 18,052 18,413 18,413 18,781 18,781 19,157 19,157 19,540 194,895
Mental Health 00902 - 6,799 13598 13.870 13,870 14,147 14,147 14,430 14,430 14,719 14,719 15,013 149,740
Mid-Continent Library 02911 - 21,942 43,884 44,761 44,761 45,656 45,656 46,570 46,570 47,501 47,501 48,451 483,253
Senior Citizen Fund 0 0452 - 3 407 6 814 6.950 6,950 7,089 7,089 7,231 7,231 7,376 7,376 7,523 75,036
Park Hill School Distnct 5 3955 - 406.688 813 376 829 644 829,644 846,237 846,237 863,162 863,162 880,425 880,425 898,033 8,957,032
Parkville Special Road District 02316 - 17457 34.914 35,612 35,612 36,324 36,324 37,051 37,051 37,792 37,792 38,548 384,478
Metropolitan Conmuruty College 0 1780 - 13 417 26.834 27,370 27,370 27,918 27,918 28,476 28,476 29,046 29,046 29,627 295,497
Surtax 0 3600 - 27,135 54.270 55.356 55.356 56 463 56.463 57 592 57 592 58,744 58.744 59.919 597 634
6N712 $ - $ 517,92(1 $ 1.03.5.839 $ 1.056556 $ 11(56.556 5 1077.687 $ I((77,687 5 1099.241 $ 1,1199,241 5 1,121226 $ 1.121 226 $ 1.143.650 5114(16,831
City of Riverside,Missouri
(Project Magnet)
Cost Benefit Analysis -4- 4/11/2024
Projected PILOT Amount
Estimated Assessed Value of Project $ - $ 7,537,544 $ 15,075,088 $ 15,376,590 $ 15,376,590 $ 15,684,122 $ 15,684,122 $ 15,997,804 $ 15,997,804 $ 16,317,760 $ 16,317,760 S 16,644,116
PILOT Payment 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0%
Tax Rate per
Taxing Jurisdiction $100 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 Total
State 0 0300 $ - $ - $ - $ - $ - $ - $ - $ - $ - $ • $ - $ - $ -
County 0 0600 - - - - - - - - - - - - -
Health Department 0 0722 - - - - - - - - - - - - -
Board of Disabled Services 0 1174 - - - - - - - - - - - -
Mental Health 0 0902 - - - - - - - - - - - -
Mid-Continent Library 0 2911 - - - - - - - - - - - -
Senior Citizen Fund 0 0452 - - - - - - - - - - - -
Park Hill School District 5 3955 - - - - - - - - - - -
Parkville Special Road District 0 2316 - - - - - - - - - - - -
Metropolitan Community College 0 1780 - - - - - - - - - - - - -
Surtax 0 3600 - - - - - - - - - - - - -
68712 $ - $ - 5 - $ - $ - 9 - $ - S - $ - $ - $ - $
•
City of Riverside,Missouri
(Project Magnet)
Cost Benefit Analysis -5- 4/11/2024
Projected Tax Abatement
Estimated Assessed Value of Project $ - $7,537,544 $15,075.088 $15 376 590 $15.376.590 $15,684 122 $15 684 122 $15 997.804 $15 997.804 $16 317,760 $16 317.760 $16.644 116
Abatement Percentage 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100%
Tax Rate per
Taxing Jurisdiction $100 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 Total
State 0 0300 $ - $ 2,261 $ 4,523 $ 4,613 $ 4,613 $ 4,705 $ 4,705 $ 4,799 $ 4,799 $ 4,895 $ 4,895 $ 4,993 $ 49,803
County 0 0600 - 4.523 9.045 9,226 9,226 9,410 9,410 9,599 9,599 9,791 9,791 9,986 99,606
Health Department 00722 - 5.442 10884 11,102 11,102 11,324 11,324 11,550 11,550 11,781 11,781 12,017 119,859
Board of Disabled Sen ices 01174 - 8,849 17,698 18052 18,052 18,413 18,413 18,781 18,781 19,157 19,157 19,54(1 194,895
Mental Health 0 0902 - 6,799 13 598 13 870 13,870 14,147 14,147 14,430 14,430 14,719 14,719 15,013 149,740
Mid-Continent Library 0 2911 - 21.942 43,884 44,761 44,761 45,656 45,656 46,570 46,570 47,501 47,501 48,451 483,253
Semor Cotten Fund 0 0452 - 3.407 6.814 6,950 6,950 7,089 7,089 7,231 7,231 7,376 7,376 7,523 75,036
Park Hill School District 5 3955 - 406 688 813,376 829,644 829,644 846,237 846,237 863,162 863,162 880,425 880,425 898,033 8,957,032
Parkvtlle Special Road District 02316 - 17 457 34.914 35.612 35.612 36.324 36.324 37.051 37.051 37.792 37,792 38.548 384,478
Metropoktan Community College 0 1780 - 13 417 26 834 27.370 27,370 27,918 27,918 28,476 28,476 29,046 29,046 29,627 295,497
Surtax 0 3600 - 27,135 54,270 55 356 55,356 56,463 56,463 57,592 57,592 58,744 58,744 59,919 597,634
68712 $ - $ 517,920 $ 1,035,839 $ 1,056.556 $ 1,056,556 $ 1,077,687 $ 1,077,687 $ 1,099,241 $ 1.099,241 $ 1,121,226 $ 1,121,226 $ 1,143,65(1 $11,406,831
City of Riverside,Missouri
(Project Magnet)
Cost Benefit Analysis -6- 4/11/2024
$119,730,000
AGGREGATE MAXIMUM PRINCIPAL AMOUNT
CITY OF RIVERSIDE,MISSOURI
TAXABLE INDUSTRIAL REVENUE BONDS
(PROJECT MAGNET)
SERIES 2024
Dated September 1, 2024
BOND PURCHASE AGREEMENT
City of Riverside,Missouri
2950 N.W.Vivion Road
Riverside,Missouri 64150
On the basis of the representations, and covenants and upon the terms and conditions contained in
this Bond Purchase Agreement(the"Agreement"), Live Nation Entertainment, Inc.,a Delaware corporation
(the "Purchaser") offers to purchase from the City of Riverside, Missouri (the "Issuer"), the
above-referenced Taxable Industrial Revenue Bonds,dated as provided in the Indenture(hereinafter defined),
in the maximum aggregate principal amount of$119,730,000(the"Bond"),to be issued by the Issuer,under
and pursuant to an ordinance adopted by the governing body of the Issuer on September 2024 (the
"Ordinance") and a Trust Indenture dated as of September 1, 2024(the"Indenture"),by and between the
Issuer and UMB Bank, N.A., a national banking association authorized to accept and execute trusts of the
character herein set forth under the laws of the State of Missouri,with a corporate trust office located in Kansas
City,Missouri,as Trustee(the"Trustee").
SECTION 1. REPRESENTATIONS AND AGREEMENTS
By the Issuer's acceptance hereof,the Issuer hereby represents to the Purchaser that:
(a) The Issuer is a fourth-class city duly organized and existing under the laws of the
State of Missouri. The Issuer is authorized pursuant to the Constitution and laws of the State of
Missouri,to authorize, issue and deliver the Bond and to consummate all transactions contemplated
by this Bond Purchase Agreement, the Ordinance, the Indenture, the Lease Agreement dated as of
September 1, 2024 (the "Lease Agreement"), by and between the Issuer and Live Nation
Entertainment, Inc., a Delaware corporation (the "Tenant"), and any and all other agreements
relating thereto. The proceeds of the Bond shall be used to finance the Project as defined in the
Indenture and to pay for the costs incurred in connection with the issuance of the Bond.
(b) There is no controversy,suit or other proceeding of any kind pending or threatened
wherein or whereby any question is raised or may be raised,questioning,disputing or affecting in any
way the legal organization of the Issuer or its boundaries, or the right or title of any of its officers to
their respective offices,or the legality of any official act leading up to the issuance of the Bond or the
constitutionality or validity of the indebtedness represented by the Bond or the validity of the Bond,
the Lease Agreement,the Indenture or this Bond Purchase Agreement.
SECTION 2. PURCHASE,SALE AND DELIVERY OF THE BOND
On the basis of the representations and covenants contained herein and in the other agreements
referred to herein,and subject to the terms and conditions herein set forth and in the Indenture,the Purchaser
agrees to purchase from the Issuer and the Issuer agrees to sell to the Purchaser the Bond on the terms and
conditions set forth herein.
The Bond shall be sold to the Purchaser by the Issuer on the Closing Date(hereinafter defined)upon
payment of an amount equal to the Closing Price(hereinafter defined), which amount shall be deposited in
the Project Fund as provided in Section 502 of the Indenture and shall thereafter on the Closing Date
immediately be applied to the payment of Project Costs as provided in Section 4.4 of the Lease Agreement.
From time to time after the Closing Date, the Purchaser may make additional payments with respect to the
Bond ("Additional Payments") to the Trustee under the Indenture, which Additional Payments shall be
deposited in the Project Fund and applied to the payment of Project Costs and the outstanding principal
amount of the Bonds shall increase by each such Additional Payment;provided that the sum of the Closing
Price and all such Additional Payments shall not,in the aggregate,exceed$119,730,000.
As used herein,the term"Closing Date"shall mean the date mutually agreed upon by the Issuer and
the Purchaser and reflected in the closing certificates executed in connection with the issuance of the Bond;
the term"Closing Price"shall mean that certain amount specified in writing by the Purchaser and agreed to
by the Issuer as the amount required to fund the initial disbursement from the Project Fund on the Closing
Date.
The Bond shall be issued under and secured as provided in the Ordinance and in the Indenture and
the Lease Agreement authorized thereby and the Bond shall have the maturity,interest rate and shall be subject
to redemption as set forth therein. The delivery of the Bond shall be made in definitive form as a fully
registered bond in the maximum aggregate principal denomination of $119,730,000; provided, that the
principal amount of the Bond outstanding at any time shall be that amount recorded in the official bond
registration records of the Trustee and further provided that interest shall be payable on the Bond only on the
outstanding principal amount of the Bond,as more fully provided in the Indenture.
The Tenant agrees to indemnify and hold harmless the Issuer and the Trustee,including any member,
officer,official or employee of the Issuer or of the Trustee within the meaning of Section 15 of the Securities
Act of 1933, as amended (collectively, the "Indemnified Parties"), against any and all losses, claims,
damages, liabilities or expenses whatsoever caused by any violation or failure to comply with any federal or
state securities laws in connection with the Bonds;provided,however,the indemnification contained in this
paragraph shall not extend to such Indemnified Party if such loss, claim, damage, liability or expense is (a)
the result of the Indemnified Party's negligence or willful misconduct, or (b) the Indemnified Party is not
following the written instructions of the Tenant or the Owner of the Bonds.
In case any action shall be brought against one or more of the Indemnified Parties based upon the
foregoing indemnification and in respect of which indemnity may be sought against the Tenant, the
Indemnified Parties shall promptly notify the Tenant in writing and the Tenant shall promptly assume the
defense thereof, including the employment of counsel,the payment of all reasonable expenses and the right
to negotiate and consent to settlement. Any one or more of the Indemnified Parties shall have the right to
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employ separate counsel in any such action and to participate in the defense thereof,but the fees and expenses
of such counsel shall be at the expense of such Indemnified Party or Indemnified Parties unless employment
of such counsel has been specifically authorized in writing by the Tenant. The Tenant shall not be liable for
any settlement of any such action effected without its consent by any of the Indemnified Parties,but if settled
with the consent of the Tenant or if there be a final judgment for the plaintiff in any such action against the
Tenant or any of the Indemnified Parties, with or without the consent of the Tenant, the Tenant agrees to
indemnify and hold harmless the Indemnified Parties to the extent provided herein.
SECTION 3. CONDITIONS TO THE PURCHASER'S OBLIGATIONS
The Purchaser's obligations hereunder shall be subject to the due performance by the Issuer of the
Issuer's obligations and agreements to be performed hereunder on or prior to the Closing Date and to the
accuracy of and compliance with the Issuer's representations contained herein,as of the date hereof and as of
the Closing Date,and are also subject to the following conditions:
(a) There shall be delivered to the Purchaser on or prior to the Closing Date a duly
executed copy of the Ordinance, the Indenture, the Lease Agreement and the Bond Purchase
Agreement and any other instrument contemplated thereby shall be in full force and effect and shall
not have been modified or changed except as may have been agreed to in writing by the Purchaser.
(b) The Issuer shall confirm on the Closing Date by a certificate that at and as of the
Closing Date the Issuer has taken all action necessary to issue the Bond and that there is no
controversy,suit or other proceeding of any kind pending or threatened wherein any question is raised
affecting in any way the legal organization of the Issuer or the legality of any official act shown to
have been done in the transcript of proceedings leading up to the issuance of the Bond, or the
constitutionality or validity of the indebtedness represented by the Bond or the validity of the Bond
or any proceedings in relation to the issuance or sale thereof. The form and substance of such
certificate shall be satisfactory to the Purchaser and the Tenant.
(c) Receipt by the Purchaser and the Tenant of an approving opinion from Gilmore&
Bell,P.C.,in form and substance satisfactory to the Purchaser and the Tenant.
SECTION 4. THE PURCHASER'S RIGHT TO CANCEL
The Purchaser shall have the right to cancel its obligation hereunder to purchase the Bond by notifying
the Issuer in writing sent by first class mail, facsimile or reputable overnight delivery service, of its election
to make such cancellation at any time prior to the Closing Date.
SECTION 5. CONDITIONS OF OBLIGATIONS
The obligations of the parties hereto are subject to the receipt of the approving opinion of Gilmore&
Bell,P.C.,Bond Counsel,with respect to the validity of the authorization and issuance of the Bond.
SECTION 6. REPRESENTATIONS AND AGREEMENTS TO SURVIVE DELIVERY
All of the representations and agreements by either party shall remain operative and in full force and
effect,and shall survive delivery of the Bond to the Purchaser.
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SECTION 7. PAYMENT OF EXPENSES
The Tenant shall pay all reasonable expenses and costs to effect the authorization, preparation,
issuance,delivery and sale of the Bond from Bond proceeds or otherwise.
SECTION 8. NOTICE
Any notice or other communication to be given to the Issuer or the Tenant under this Agreement may
be given by mailing or delivering the same in writing as provided in the Indenture; and any notice or other
communication to be given to the Purchaser under this Agreement may be given by delivering the same in
writing to Purchaser at the notice address set out in the Indenture.
SECTION 9. APPLICABLE LAW;ASSIGNABILITY
This Bond Purchase Agreement shall be governed by the laws of the State of Missouri and may be
assigned by the Purchaser with the written consent of the Issuer.
SECTION 10. EXECUTION OF COUNTERPARTS
This Bond Purchase Agreement may be executed in several counterparts, each of which shall be
regarded as an original and all of which shall constitute one and the same document.
[The remainder of this page is left intentionally blank]
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Very truly yours,
PURCHASER:
LIVE NATION ENTERTAINMENT,INC.,
a Delaware corporation,
By:
Name:
Title:
Accepted and Agreed to as of the Closing Date.
TENANT:
LIVE NATION ENTERTAINMENT,INC.,
a Delaware corporation,
By:
Name:
Title:
Bond Purchase Agreement S-1
Riverside MO-Project Magnet