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(Published in the Shawnee
Dispatch, Wednesday, April
4, 2012)

ORDINANCE NO. 3017

AN ORDINANCE AUTHORIZING THE CITY OF SHAWNEE,
KANSAS, TO ENTER INTO A
LEASE AGREEMENT AND AN
AMENDED AND RESTATED
PAYMENT IN LIEU OF TAX
AGREEMENT WITH FNBK
CORPORATE HOLDINGS, LLC
RELATING TO THE CITY'S
FEDERALLY TAXABLE PRIVATE ACTIVITY REVENUE
BONDS, SERIES 2005
(SANSHIN, LLC PROJECT);
AND AUTHORIZING AND APPROVING THE EXECUTION
OF CERTAIN OTHER DOCUMENTS AND THE TAKING OF
OTHER ACTIONS IN CONNECTION THEREWITH.

WHEREAS, the City of
Shawnee, Kansas (the
"City"), is authorized and
empowered pursuant to the
provisions of K.S.A. 12 1740
to 12 1749d, inclusive, as
amended (the "Act"), acting as a city of the first
class, to acquire and construct certain facilities (as
defined in the Act) for the
stated statutory purposes,
to enter into lease and
lease purchase agreements
with any person, firm or
corporation for said facilities, and to issue revenue
bonds for the purpose of
paying the cost of such facilities; and

WHEREAS, the City passed
Ordinance No. 2791 on November 28, 2005, authorizing the issuance of its Federally Taxable Private Activity Revenue Bonds,
Series 2005 (SanShin, LLC
Project) (the "Bonds"), in
the principal amount of
$2,850,000, pursuant to a
Trust Indenture dated as of
December 1, 2005 (the
"Indenture"), by and between the City and Commerce Bank, as trustee (the
"Trustee"), for the purpose
of financing the acquisition
and construction of a medical office building located
at 6840 Silverheel Street in
the Shawnee Crossing Office Park within the City,
consisting of real estate,
buildings and improvements (collectively, the
"Project"); and

WHEREAS, the City leased
the Project to SanShin, LLC,
a Kansas limited liability
company (the "Original
Lessee"), pursuant to the
terms of the Lease Agreement dated as of December
1, 2005 (the "Original
Lease"); and

WHEREAS, the Trustee is
the assignee of the City's
rights under the Original
Lease; and

WHEREAS, in accordance
with the terms of the Indenture and the Original Lease,
the Trustee sent via certified mail a Notice to Leave
Premises to the Original
Lessee advising the Original Lessee of (1) the default
by the Original Lessee of
certain terms of the Original Lease and (2) the termination of the tenancy of the
Original Lessee under the
terms of the Original Lease
and the surrender of possession of the Project if all
past due Rental Payments
were not received by the
Trustee on or before February 12, 2012; and

WHEREAS, the past due
Rental Payments were not
received by the Trustee on
or before February 12, 2012,
and in accordance with the
terms of the Indenture and
the Original Lease, the
Trustee sent via certified
mail a Notice of Lease Termination to the Original
Lessee, terminating the
Original Lease effective as
of the close of business on
April 2, 2012, if all past due
Rental Payments are not
paid by the Original Lessee
to the Trustee on or before
the close of business on
April 2, 2012; and

WHEREAS, First National
Bank of Kansas is the
owner (the "Bondowner")
of 100% of the outstanding
Bonds; and

WHEREAS, upon termination of the Original Lease,
the City may elect to relet
the Project with the consent of the Bondowner and
the Trustee; and

WHEREAS, the City hereby
finds it necessary and desirable to lease the Project
to FNBK Corporate Holdings, LLC, a Kansas limited
liability company (the
"Company"), an affiliate of
the Bondowner; and

WHEREAS, in connection
with the lease of the Project to the Company, the
City further hereby finds
and determines it necessary and desirable to
amend and restate the Payment in Lieu of Tax Agreement entered into with the
Original Lessee in connection with the issuance of
the Bonds;

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

Section 1. Authorization of
Documents. The City is
hereby authorized to enter
into the following documents (collectively, the
"City Documents"), in substantially the forms presented to and reviewed by
the governing body of the
City at this meeting (copies
of which documents shall
be filed in the records of
the City) with such changes
therein as shall be approved by the officials of
the City executing such
documents, such officials'
signatures thereon being
conclusive evidence of
their approval thereof subject to the written verification by the Trustee that all
of the past due Rental Payments remain due and unpaid as of April 2, 2012, the
written consent of the
Bondowner and the Trustee
and the confirmation by the
City Attorney and Kutak
Rock LLP, the City's Bond
Counsel, that all requirements of the Indenture and
the Original Lease for the
execution of the City Documents have been met:

(a) Lease Agreement dated
as of April 2, 2012 (the
"Lease"), by and between
the City and the Company
under which the City will
agree to lease the Project
to the Company and the
Company 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; and
(b) Amended and Restated
Payment in Lieu of Tax
Agreement dated as of
April 2, 2012 (the "Payment
in Lieu of Tax Agreement"),
by and between the Company and the City.

Section 2. Execution of the
Documents. The Mayor is
hereby authorized and directed to execute and deliver 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 and directed to attest
to and affix the seal of the
City to 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 3. Further Authority. The City shall, and the
officials and agents of the
City, the City Attorney and
Kutak Rock LLP, the City's
Bond Counsel, 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 City
Documents.

Section 4. Effective Date.
This Ordinance shall take
effect and be in full force
and effect from and after
its passage and approval
by the governing body of
the City and its publication
in an official newspaper of
the City.

THIS ORDINANCE passed by
the Governing Body of the
City of Shawnee, Kansas
and APPROVED AND SIGNED
by the Mayor on this 26th
day of March, 2012.

CITY OF SHAWNEE, KANSAS

By: /s/Jeff Meyers
Jeff Meyers
Mayor

(SEAL)

ATTEST:
By: /s/Keith D. Campbell
Keith D. Campbell
City Clerk

APPROVED AS TO FORM:
By: /s/Marvin E. Rainey
Marvin E. Rainey
City Attorney
________