Journal-World classified (published 03/20/2013)

(First published in the
Shawnee Dispatch, March
13, 2013)

ORDINANCE NO. 3061

AN ORDINANCE CONSENTING TO THE ASSIGNMENT
AND ASSUMPTION OF
LEASE AND THE ASSIGNMENT AND ASSUMPTION
OF AMENDED AND RESTATED PAYMENT IN LIEU
OF TAX AGREEMENT RELATING TO $2,850,000 FEDERALLY TAXABLE PRIVATE
ACTIVITY REVENUE BONDS,
SERIES 2005 (SANSHIN, LLC
PROJECT), OF THE CITY OF
SHAWNEE, KANSAS; CONSENTING TO THE TRANSFER OF SAID BONDS; 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"), 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 original 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 , First National
Bank of Omaha (successor
by merger to First National
Bank of Kansas) is the
owner (the "Bondowner")
of 100% of the outstanding
Bonds; and

WHEREAS , in accordance
with the provisions of the
Original Lease, the Original
Lease was terminated with
the consent of the
Bondowner and the Trustee; and

WHEREAS , upon termination of the Original Lease,
the City leased the Project
to FNBK Corporate Holdings, LLC, a Kansas limited
liability company (the
"Company"), an affiliate of
the Bondowner pursuant to
the terms of a Lease Agreement dated as of April 2,
2012 (the "Lease"), by and
between the City and the
Company; and

WHEREAS , in connection
with the issuance of the
Bonds, the City entered into
a Payment in Lieu of Tax
Agreement dated as of December 1, 2005 (the "2005
PILOT"), with the Original
Lessee; and

WHEREAS , the 2005 PILOT
was amended and the interest and obligations of
the Original Lessee therein
were assigned to the Company pursuant to the
Amended and Restated
Payment in Lieu of Tax
Agreement dated as April 2,
2012 (the "2012 Amended
PILOT"), by and between
the City and Company; and

WHEREAS , the 2005 PILOT
and the 2012 Amended PILOT are herein collectively
referred to as the "PILOT";
and

WHEREAS , in accordance
with the requirements of
the Indenture and the
Lease, the Company has requested the City to consent
to the transfer of the Bonds
and the assignment of the
rights and obligations of
the Company under the
Lease and the PILOT to
Game Bird Development,
LLC, a Kansas limited liability company (the
"Assignee"), and the
pledge of the Bonds in accordance with terms and
conditions of the Assignment and Assumption of
Lease and the Assignment
and Assumption of
Amended and Restated
Payment in Lieu of Tax
Agreement in substantially
the forms presented to and
reviewed by the Governing
Body at this meeting
(collectively, the
"Assignment Documents");
and

WHEREAS , the Governing
Body of the City deems it
advisable to consent to the
transfer of the Bonds and
the Assignment of the
Lease and the PILOT to the
Assignee, contingent upon
compliance with all requirements of the Indenture, the Lease and other
Bond documents;

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

Section 1. Consent to the
Transfer of the Bonds and
the Assignment of the
Lease and the PILOT
. The
Governing Body of the City
hereby deems it desirable
and hereby consents to the
transfer of the Bonds and
assignment of the Lease
and the PILOT to the Assignee and consents to the
execution and delivery of
the Assignment Documents
in substantially the forms
attached hereto, contingent
upon compliance with all
requirements of the Indenture, the Lease and other
Bond documents, including
specifically the consent of
the Bondowner and the
Trustee, and upon compliance with such requirements, the Mayor is hereby
authorized and directed to
execute and deliver the Assignment 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 (copies of
said documents shall be
filed in the records of the
City) 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
Assignment Documents
and to such other documents, certificates and instruments as may be necessary or desirable to carry
out and comply with the intent of this Ordinance.

Section 2. Further Authority . The City Manager, City
Attorney, Kutak Rock LLP,
Bond Counsel, and other
appropriate officers and
agents of the City are
hereby authorized and directed to take such 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.

Section 3. Effective Date.
This Ordinance shall take
effect and be in full force
and effect from and after
its passage by the Governing Body of the City and its
publication in an official
newspaper of the City.

THIS ORDINANCE is hereby
passed by the Governing
Body of the City of Shawnee, Kansas, on this 11th
day of March, 2013, and APPROVED AND SIGNED by the
Mayor on this 11th day of
March, 2013.

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/ M. Ellis Rainey, II
M. Ellis Rainey, II, City Attorney
________