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(Published in the Bonner Springs Chieftain, Thursday, March 25, 2010)

ORDINANCE NO. 892

AN ORDINANCE AUTHORIZING THE CITY OF EDWARDSVILLE, KANSAS, TO ISSUE INDUSTRIAL REVENUE BONDS (EARP MEAT COMPANY PROJECT), IN MULTIPLE SERIES, THE AGGREATE PRINCIPAL AMOUNT OF ALL SERIES NOT TO EXCEED $26,000,000, FOR THE PURPOSE OF PROVIDING FUNDS TO PAY THE COST OF ACQUIRING, PURCHASING, CONSTRUCTING, INSTALLING AND EQUIPPING A COMMERCIAL PROJECT, CONSISTING OF AN OFFICE AND DISTRIBUTION FACILITY, INCLUDING LAND, BUILDINGS, STRUCTURES, IMPROVEMENTS, FIXTURES, MACHINERY AND EQUIPMENT; AUTHORIZING THE CITY TO ENTER INTO A TRUST INDENTURE WITH THE TRUSTEE SET FORTH THEREIN; AUTHORIZING THE CITY TO ENTER INTO A LEASE AGREEMENT WITH ISCO, LLC; AUTHORIZING THE CITY TO ENTER INTO BOND PURCHASE AGREEMENTS IN CONNECTION WITH SUCH BONDS, AND AUTHORIZING AND APPROVING THE EXECUTION OF CERTAIN DOCUMENTS AND THE TAKING OF OTHER ACTIONS IN CONNECTION WITH THE ISSUANCE OF SAID BONDS.

WHEREAS, the City of Edwardsville, Kansas (the "City"), is authorized pursuant to the provisions of K.S.A. 12 1740 to 12 1749d, inclusive, as amended (the "Act"), to acquire, purchase, construct, install and equip certain commercial and industrial facilities, and to issue industrial revenue bonds for the purpose of paying the cost of such facilities, and to lease such facilities to private persons, firms or corporations; and

WHEREAS, the governing body of the City has heretofore and does now find and determine that it is desirable in order to promote, stimulate and develop the general economic welfare and prosperity of the City and the State of Kansas that the City issue its (a) Tax-Exempt Recovery Zone Facility Industrial Revenue Bonds (Earp Meat Company Project), Series 2010A (the "Series 2010A Bonds"), (b) Taxable Industrial Revenue Bonds (Earp Meat Company Project), Series 2010B (the "Series 2010B Bonds"), and (c) Subordinate Taxable Industrial Revenue Bonds (Earp Meat Company Project), Series 2010C (the "Series 2010C Bonds"), the aggregate principal amount of all series of bonds not to exceed $26,000,000, for the purpose of acquiring, purchasing, constructing, installing and equipping a commercial project, consisting of an approximately 160,000 square foot distribution facility with office space, including land, buildings, structures, improvements, fixtures, machinery and equipment (the "Project"), and that the City lease the Project to IsCo, LLC, a Kansas limited liability company (the "Lessee"); and

WHEREAS, the governing body of the City further finds and determines that it is necessary and desirable in connection with the issuance of these bonds that the City enter into certain agreements, and that the City take certain other actions and approve the execution of certain other documents as herein provided;

NOW, THEREFORE, BE IT ORDAINED BY THE COUNCIL OF THE CITY OF EDWARDSVILLE, KANSAS, AS FOLLOWS:

Section 1. Authorization for the Acquisition, Purchase, Construction, Installation and Equipping of the Project. The City is hereby authorized to provide for the acquisition, purchase, construction, installation and equipping of the Project, all in the manner and as more particularly described in the Indenture and the Lease hereinafter authorized.

Section 2. Authorization of and Security for the Bonds. The City is hereby authorized to issue and sell the Series 2010A Bonds, the Series 2010B Bonds and the Series 2010C Bonds (collectively, the "Bonds"), the aggregate principal amount of all series of Bonds not to exceed $26,000,000, for the purpose of providing funds to pay the cost of acquiring, purchasing, constructing, installing and equipping the Project. The Bonds shall be issued and secured pursuant to the herein authorized Indenture and shall bear such date, shall mature at such time, shall be in such denominations, shall bear interest at such rates, shall be in such form, shall be subject to redemption and other terms and conditions, and shall be issued in such manner, subject to such provisions, covenants and agreements, as are set forth in the hereafter defined Indenture. The Bonds shall be payable solely out of the rents, revenues and receipts derived by the City from the Project, and the Project and the net earnings derived by the City from the Project shall be pledged and assigned to the hereafter defined Trustee as security for payment of the Bonds as provided in the Indenture.

Section 3. Authorization of Documents. The City is hereby authorized to enter into the following documents, in substantially the forms presented to and reviewed by the Council of the City (copies of which documents, upon execution thereof, shall be filed in the office of the City Clerk), with such changes therein as shall be approved by the officers of the City executing such documents, such officers' signatures thereon being conclusive evidence of their approval thereof:

(a) Trust Indenture dated the date set forth therein (the "Indenture"), between the City and Wells Fargo Bank, National Association (the "Trustee"), pursuant to which the Bonds shall be issued and the City shall pledge the Project and assign the rents, revenues and receipts received pursuant to the hereafter defined Lease to the Trustee for the benefit of and security of the holder of the Bonds upon the terms and conditions as set forth in said form of Indenture;

(b) Lease Agreement dated the date set forth therein (the "Lease"), between the City and the Lessee, under which the City will agree to use the proceeds derived from the sale of the Bonds for the purpose of acquiring, purchasing, constructing, installing and equipping the Project and to lease the Project to the Lessee, and the Lessee will agree to make payments in amounts sufficient to provide for the payment of the principal of, redemption premium, if any, and interest on the Bonds as the same become due;

(c) Series 2010AB Bond Purchase Agreement dated the date set forth therein (the "Series 2010AB Bond Purchase Agreement"), between the City and Wells Fargo Bank, National Association, as purchaser of the Series 2010A Bonds and the Series 2010B Bonds;

(d) Series 2010C Bond Purchase Agreement dated the date set forth therein (the "Series 2010C Bond Purchase Agreement"), between the City and the Lessee, as purchaser of the Series 2010C Bonds ; and

(e) Performance Agreement dated the date set forth therein (the "Performance Agreement"), between the City and the Lessee.

The documents in paragraphs (a) through (e) above are collectively referred to herein as the "City Bond Documents."

Section 4. Execution of Bond and Documents. The Mayor of the City is hereby authorized and directed to execute the Bonds and to deliver the Bonds to the Trustee for authentication for and on behalf of and as the act and deed of the City in the manner provided in the Indenture. The Mayor of the City is hereby authorized and directed to execute the City Bond Documents and such other documents, certificates and instruments as may be necessary or desirable to carry out and comply with the intent of this Ordinance, for and on behalf of and as the act and deed of the City. The City Clerk of the City is hereby authorized and directed to attest to and affix the seal of the City to the Bonds, the City Bond Documents and such other documents, certificates and instruments as may be necessary.

Section 5. Further Authority. The City shall, and the officers, employees and agents of the City are hereby authorized and directed to, take such action, expend such funds 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 Bond Documents.

Section 6. Effective Date. This Ordinance shall take effect and be in force from and after its passage, approval and publication in the official City newspaper.

PASSED by the Council of the City of Edwardsville, Kansas, this 22nd day of March, 2010.


/s/ John A. McTaggart
John A. McTaggart, Mayor

[SEAL]

ATTEST:

/s/ Phyllis Freeman
Phyllis Freeman, City Clerk
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