Loading...
HomeMy Public PortalAboutORD15978BILL NO. 2019-074 SPONSORED BY Councilman�Mihalevich ORDINANCE NO. /5q.1" 1� AN ORDINANCE APPROVING A PLAN FOR AN INDUSTRIAL DEVELOPMENT PROJECT FOR MODERN LITHO -PRINT CO., A MISSOURI CORPORATION, CONSISTING OF THE ACQUISITION AND INSTALLATION OF CERTAIN PERSONAL PROPERTY AND EQUIPMENT AT THE COMPANY'S MANUFACTURING FACILITY; AUTHORIZING THE CITY OF JEFFERSON, MISSOURI, TO ISSUE ITS TAXABLE INDUSTRIAL DEVELOPMENT REVENUE BONDS (MODERN LITHO -PRINT CO. PROJECT), SERIES 2019, IN A PRINCIPAL AMOUNT NOT TO EXCEED $5,000,000 TO FINANCE THE COSTS OF SUCH PROJECT; AUTHORIZING AND APPROVING CERTAIN DOCUMENTS; AND AUTHORIZING CERTAIN OTHER ACTIONS IN CONNECTION WITH THE ISSUANCE OF THE BONDS. WHEREAS, The City of Jefferson, Missouri (the "City"), is authorized under the provisions of Article VI, Section 27 of the Missouri Constitution, as amended, and Sections 100.010 to 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) for the purposes set forth 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 City shall deem advisable; and WHEREAS Modern Litho -Print Co., a Missouri corporation (the "Company"), has proposed an industrial development project (the "Project") consisting of the acquisition of a printing press and other support equipment (the "Project Equipment") to be installed at the Company's existing manufacturing facility (the "Project Site"), and the City Council desires to finance the costs of the Project out of the proceeds of industrial development revenue bonds to be issued under the Act (the "Bonds"), contingent upon preparation and approval of a plan for industrial development with respect to the Project (the "Plan") as required by Section 100.050 of the Act; and WHEREAS, The City has prepared a Plan for the Project, 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 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 the Bonds for the purpose described above; and WHEREAS, The City further finds and determines that it is necessary and desirable in connection with approval of the Plan and 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 ENACTED BY THE COUNCIL OF THE CITY OF JEFFERSON, MISSOURI, AS FOLLOWS: Section 1. Promotion of Economic Development. The Council hereby finds and determines that the Project will promote the economic welfare and the development of the City, and the issuance of the Bonds by the City to pay the costs of the Project will be in furtherance of the public purposes set forth in the Act. Section 2. Approval of Plan. The Council hereby approves the Plan for Industrial Development Project attached hereto as Exhibit A in accordance with Section 100.050 of the Act. Section 3. Authorization and Sale of the Bonds. The City is hereby authorized to issue and sell its Taxable Industrial Development Revenue Bonds (Modern Litho -Print Co. Project), Series 2019, in an aggregate principal amount not to exceed $5,000,000, for the purpose of providing funds to pay the costs of the Project. The Bonds shall be issued and secured pursuant to the herein authorized Trust Indenture (defined below) and shall bear such date, shall mature at such time, shall be in such denominations, shall bear interest at such rate, shall be in such form, shall be subject to redemption, shall have such other terms and provisions, shall be issued, executed and delivered in such manner and shall be subject to such provisions, covenants and agreements as are specified in the Trust Indenture upon the execution thereof, and the signatures of the officers of the City executing the Trust Indenture shall constitute conclusive evidence of their approval and the City's approval thereof. The sale of the Bonds to the Company at private sale pursuant to the provisions of Section 108.170 of Revised Statutes of Missouri, as amended, at the interest rate and upon the terms set forth in the Trust Indenture is hereby approved. Section 4. Limited Obligations. The Bonds and the interest thereon shall be limited obligations of the City payable solely out of the payments, revenues and receipts derived by the City from the herein authorized Lease Agreement (defined below), and such payments, revenues and receipts shall be pledged and assigned to the Trustee (defined below) as security for the payment of the Bonds as provided in the Trust Indenture. The Bonds and the interest thereon shall not be deemed to constitute a debt or liability of the City within the meaning of any constitutional provision, statutory limitation or City Charter provision and shall not constitute a pledge of the full faith and credit of the City. The issuance of the Bonds shall not, directly, indirectly or contingently, 2 obligate the City to levy any form of taxation therefore or to make any appropriation for their payment. Section 5. Approval and Authorization of Documents. The following documents (the "City Documents") are hereby approved in substantially the forms presented to the Council at this meeting (copies of which documents shall be filed in the records of the City), and the City is hereby authorized to execute and deliver the City Documents 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: (a) Trust Indenture dated as of the date set forth therein (the "Trust Indenture"), between the City and UMB Bank, N.A., as trustee (the "Trustee"), pursuant to which the Bonds shall be issued and the City shall pledge and assign 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 Trust Indenture. (b) Lease Agreement dated as of the date set forth therein (the "Lease Agreement"), between the City, as lessor, and the Company, as lessee, under which the City will provide funds for the acquisition and installation of the Project Equipment and lease the Project Equipment to the Company pursuant to the terms and conditions in the Lease Agreement, in consideration of rental payments by the Company which will be sufficient to pay the principal of, premium, if any, and interest on the Bonds. (c) Bond Purchase Agreement dated as of the date set forth therein (the "Bond Purchase Agreement"), between the City and the Company, pursuant to which the Company agrees to purchase the Bonds. (d) Performance Agreement dated as of the date set forth therein (the "Performance Agreement"), between the City and the Company, and acknowledged by the County Assessor of Cole County, Missouri (the "Assessor"), pursuant to which the City will grant the Company certain rights with respect to the abatement of ad valorem personal property taxes on the Project Equipment in consideration for the Company's expectation to create and maintain a certain level of employment at the Project Site. Section 6. Execution of Documents. The Mayor 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 Trust Indenture. The Mayor is hereby authorized and directed 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 of the City is hereby authorized and 3 directed 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 7. Further Authority. The City shall, and the officials, agents and employees of the City are hereby authorized and directed 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. Section 8. Effective Date. This Ordinance shall take effect and be in full force and effect from and after its passage by the Council of the City. Passed: &,e,t 261q 04M,c1 Presiding Officer ATTEST: 4 Approved: 3, Mayor Carrie Tergin APPROVED AS TO FORM: City,Coun elor EXHIBIT A TO ORDINANCE NO. PLAN FOR INDUSTRIAL DEVELOPMENT PROJECT AND COST BENEFIT ANALYSIS FOR MODERN LITHO -PRINT CO. EXPLANATION TO COUNCIL BILL EXPLANATION TO COUNCIL BILL Date: , 2019 Type of Ordinance: Special EXPLANATION TO COUNCIL BILL CITY OF JEFFERSON, MISSOURI PLAN FOR AN INDUSTRIAL DEVELOPMENT PROJECT AND COST -BENEFIT ANALYSIS FOR MODERN LITHO -PRINT CO. GILMOUBELL G V L M O B E & BELL, PC TABLE OF CONTENTS Page I. PURPOSE OF THIS PLAN 1 II. DESCRIPTION OF CHAPTER 100 FINANCINGS 1 General 1 Issuance and Sale of Bonds 1 Property Tax Abatement 2 III. DESCRIPTION OF THE PARTIES 2 Modern Litho -Print Co. 2 City of Jefferson, Missouri. 2 IV. REQUIREMENTS OF THE ACT 3 Description of the Project 3 Estimate of the Costs of the Project. 3 Source of Funds to be Expended for the Project 3 Statement of the Terms Upon Which the Project is to be Leased or Otherwise Disposed of by the City. 3 Affected Taxing Jurisdictions. 3 Current Assessed Valuation. 4 Payments in Lieu of Taxes. 4 Cost -Benefit Analysis and Discussion of Exhibits. 6 V. ASSUMPTIONS AND BASIS OF PLAN 6 ATTACHMENT A — SUMMARY OF KEY ASSUMPTIONS EXHIBIT 1 - PROJECT ASSUMPTIONS EXHIBIT 2 - SUMMARY OF COST BENEFIT ANALYSIS EXHIBIT 3 - PROJECTED TAX REVENUES WITHOUT ABATEMENT ON PROJECT EQUIPMENT EXHIBIT 4 - PROJECTED TAX ABATEMENT ON PROJECT EQUIPMENT EXHIBIT 5 — PROJECTED PILOT AMOUNTS ON PROJECT EQUIPMENT * * * CITY OF JEFFERSON, MISSOURI PLAN FOR AN INDUSTRIAL DEVELOPMENT PROJECT AND COST -BENEFIT ANALYSIS FOR MODERN LITHO -PRINT CO. I. PURPOSE OF THIS PLAN On December 2, 2019, the City Council of the City of Jefferson, Missouri (the "City") will consider an ordinance approving this Plan (defined below) and authorizing the issuance by the City of its taxable industrial development revenue bonds in the aggregate principal amount of not to exceed $5,000,000, to finance the costs of equipping an industrial development project (the "Project") for Modern Litho -Print Co., a Missouri corporation (the "Company"), consisting of the purchase of a new printing press and related machinery, equipment and other personal property (the "Project Equipment") to be installed in the Company's existing facility located at 6009 Stertzer Rd. in the City, as more fully described herein. The Bonds will be issued pursuant to the provisions of Sections 100.010 to 100.200 of the Revised Statutes of Missouri, as amended, and Article VI, Section 27(b) of the Missouri Constitution, as amended (collectively, the "Act"). Gilmore & Bell, P.C. has prepared this Plan for an Industrial Development Project and Cost -Benefit Analysis (the "Plan") 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 acquisition and installation of the Project Equipment and to facilitate abatement of ad valorem personal property taxes on the bond -financed equipment, machinery or other personal property comprising the Project Equipment. II. DESCRIPTION OF CHAPTER 100 FINANCINGS General. The Act authorizes cities, counties, towns and villages to issue industrial development 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. Bond proceeds may be used to finance land, buildings, fixtures and machinery. 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 pursuant to a trust indenture entered into between the municipality and a bank or trust company acting as trustee. In exchange, the benefited company promises under a lease agreement to make rental 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. If proceeds of the revenue bonds are to be used to pay the costs, or reimburse the costs, of purchasing and installing personal property only, concurrently with the closing of the bonds, the company will convey to the municipality title to the personal property included in the project. (The municipality must be the legal owner of the personal property while the bonds are outstanding for the personal property to be eligible for personal property tax abatement, as further described below.) At the same time, the municipality will lease the personal property included in the project back to the benefited company pursuant to a lease agreement. The lease agreement will require the company, acting on behalf of the municipality, GILMOkEBELL to use the bond proceeds to pay, or reimburse, the costs of purchasing and installing the personal property included in the project, as applicable. 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, to pay all taxes and assessments with respect to the 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 Abatement. 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. Although the Missouri Supreme Court has held that the leasehold interest is taxable, it is taxable only to the extent that the economic value of the lease is less than the actual market value of the lease. See Iron County v. State Tax Commission, 437 S.W.2d 665 (Mo. 1968) (en banc) and St. Louis County v. State Tax Commission, 406 S.W.2d 644 (Mo. 1966) (en banc). If the rental payments under the lease agreement equal the actual debt service payments on the bonds, the leasehold interest should have no "bonus value" and the bond -financed property should be exempt from ad valorem property taxation so long as the bonds are outstanding. 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 payments in lieu of taxes is negotiable. The payments in lieu of taxes are payable by December 31 of each year, and are distributed to the municipality and to each political subdivision in the same manner and in the same proportion as personal property taxes would otherwise be distributed under Missouri law. III. DESCRIPTION OF THE PARTIES Modern Litho -Print Co.. The Company, a Missouri corporation incorporated in 1937, is headquartered in the City, with additional facilities located in St. Louis, Missouri and Kansas City, Missouri. The Company has been serving the print needs of client organizations for over 80 years. Regarded as a premier printer of specialized publications for niche markets, the Company's capabilities include high-performance offset print, finishing and distribution of marketing and member communications, advanced variable data print, direct mail and mailing services. The Company is a G7© Master Qualified Printer and holds renewable resource FSC and SFI Chain -of -Custody Certifications. Markets of interest include non-profit and member -based organizations. City of Jefferson, Missouri. The City is a home rule charter 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 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 deems advisable. -2- /� GILMOkEBELL IV. REQUIREMENTS OF THE ACT Description of the Project. The Project consists of the acquisition and installation of a new printing press and related machinery, equipment and other personal property (i.e., the Project Equipment) which will be installed in the Company's existing facility located at 6009 Stertzer Rd. in the City (the "Project Site") in order to expand the Company's production capacity and operating efficiencies at the facility. It is anticipated that the Project will further the economic development and employment in the City, as well as other local taxing jurisdictions and the State of Missouri, and will further the general welfare of the City, said taxing districts and the State of Missouri. Estimate of the Costs of the Project. The Company expects the investment for the acquisition of the printing press and related machinery, equipment and other personal property comprising the Project Equipment to be approximately $5,000,000 and to occur in calendar years 2019, 2020 and 2021. Currently, the Company anticipates that approximately (1) $4,000,000 of the Project Equipment will be acquired and delivered to the Project Site prior to the end of the current calendar year 2019, (2) $500,000 of the Project Equipment will be acquired and delivered to the Project Site prior to the end of calendar year 2020 and (2) the remaining $500,000 of the Project Equipment will be acquired and delivered to the Project Site prior to the end of the calendar year 2021. The Company has represented that all of the Project Equipment the Company expects to purchase and install in connection with the Project is anticipated to be classified as 7 - year Modified Accelerated Cost Recovery System ("MACRS") class life property. The Cost -Benefit Analysis is based on this expected investment. Source of Funds to be Expended for the Project. The source of funds to be expended for the Project will be the proceeds of the Bonds in the maximum principal amount of $5,000,000, to be issued by the City and purchased by the Company, as bondholder, and, if needed, other available funds of the Company. The Bonds will be payable solely from the revenues derived by the City from the lease or other disposition of the Project Equipment (as further described below). The Bonds will not be an indebtedness or general obligation, debt or liability of the City or the State of Missouri. The Bonds shall be issued upon such terms, in such amounts and at such time as shall be satisfactory to the City and the Company. Statement of the Terms Upon Which the Project Equipment is to be Leased or Otherwise Disposed of by the City. The Company will transfer the Project Equipment (consisting solely of the equipment, machinery and other personal property, the costs of which were paid or reimbursed by proceeds of the Bonds) to the City pursuant to a bill of sale, subject to any permitted encumbrances. The City, as lessor, will then lease the Project Equipment to the Company, as lessee, under a lease agreement (the "Lease"). The rental payments to be paid by the Company under the Lease will be equal to, and will be used to pay, the principal of and interest on the Bonds. The Company will also make certain payments in lieu of taxes to the City for distribution to the affected taxing jurisdictions, as further described herein. Under the terms of the Lease with the City, the Company will have the option to purchase the Project Equipment at any time. The Lease will terminate on December 31, 2028, unless terminated sooner pursuant to the terms thereof. Affected Taxing Jurisdictions. The following are the taxing jurisdictions affected by the Project. There is no community college district affected by the Project: • City of Jefferson (includes Fire Pension Fund) • Cole County (General Revenue and Road & Bridge) • Cole County Special Services (Developmental Disabilities Board) • Library District • Jefferson City School District -3- /� GILMOkEBELL • State of Missouri Blind Pension Fund Current Assessed Valuation. The most recent equalized assessed valuation of the printing presses and related equipment, machinery and other personal property comprising the Project Equipment included in the Project on the Project Site, as of January 1, 2019, is $0 (as of January 1, 2019, the Company had not yet acquired, delivered or installed any portion of the printing presses and related equipment, machinery or other personal property comprising the Project Equipment on the Project Site and the initial assessment of the Project Equipment will not occur until 2020). The total equalized assessed valuation of the machinery, equipment and other personal property comprising the Project Equipment upon completion of acquisition and installation of all of the Project Equipment on the Project Site, which is expected to occur during calendar year ending December 31, 2021, is estimated to be $1,000,717 (based upon the estimated 2022 equalized assessed value of such Project Equipment), after deducting for depreciation. This valuation was calculated based upon the Company's anticipated investment of $5,000,00 in Project Equipment, minus depreciation, multiplied by the assessment rate of 33-1/3% for the Project Equipment. If the actual investment in personal property is larger than anticipated, the assessed valuation of such personal property will likely be greater. As noted previously, there is no real property included in the Project because the Project is solely related to the acquisition and installation of the machinery, equipment and other personal property (i.e. the Project Equipment) acquired with proceeds of the Bonds. Payments in Lieu of Taxes. If this Plan is approved by the City Council, the City intends to issue the Bonds and to extend personal property tax abatement to the Company in the amount of 50% of the ad valorem personal property taxes that would otherwise be due each year with respect to the applicable portion of the Project Equipment for a period not exceeding the lesser of (i) the MACRS class life of the personal property as contemplated in RSMo § 137.122 or (ii) seven years (but in no event will the personal property tax abatement period extend beyond 2028). The period of personal property tax abatement will begin on January 1 of the calendar year following the calendar year the applicable portion Project Equipment is acquired and placed into service or would otherwise be subject to personal property taxation under Missouri law if the City did not own title to such Project Equipment. Currently, the Company anticipates that the printing press and related equipment, machinery and other personal property comprising the Project Equipment to be acquired and installed in connection with the Project will have a MACRS class life of seven -years. Therefore, (i) the personal property tax abatement period for the portion of the Project Equipment acquired and installed during calendar year ending December 31, 2019, will be from 2020 to 2026, (ii) the personal property tax abatement period for the portion of the Project Equipment acquired and installed during calendar year ending December 31, 2020, will be from 2021 to 2027, and (iii) the personal property tax abatement period for the remaining portion of the Project Equipment acquired and installed during calendar year ending December 31, 2021, will be from 2022 through 2028. For each year of the total seven-year personal property tax abatement period applicable to (i) the portion of the Project Equipment expected to be acquired and installed during calendar year ending December 31, 2019 (personal property tax abatement period from 2020 to 2026), (ii) the portion of the Project Equipment expected to be acquired and installed during calendar year ending December 31, 2020 (personal property tax abatement period from 2021 to 2027), and (iii) the remaining portion of the Project Equipment expected to be acquired and installed during calendar year ending December 31, 2021 (personal property tax abatement period from 2022 to 2028), the personal property that comprises the applicable portion of the Project Equipment would otherwise be exempt from ad valorem personal property taxes during the entire applicable seven-year period of personal property tax abatement due to the City's ownership of such Project Equipment. Therefore, the Company will make a payment in lieu of taxes ("PILOT Payment") to the City on or before December 31 of each year during the applicable seven-year -4- /1; GILMOkEBELL personal property tax abatement period in an amount equal to 50% of the ad valorem personal property taxes which would otherwise be due with respect to the applicable portion of the Project Equipment for that year but for the City's ownership thereof, as further reflected below: Tax Abatement Years For Project Equipment Acquired in Year Calendar Years Percentage of PILOT Payment 1-7 2019 2020-2026 50% 2019 2027 and thereafter 100%(') 1-7 2020 2022-2027 50% 2020 2028 and thereafter 100%(2) 1-7 2021 2022-2028 50% 2021 2029 and thereafter 100% (�) (2) For equipment, machinery and other personal property comprising the Project Equipment acquired and installed in calendar year 2019, the last year of the 7 -year personal property tax abatement applicable to that portion of the Project Equipment will be 2026. In calendar years 2027 and 2028, the Company will be required to pay a PILOT Payment equal to 100% of the ad valorem personal property taxes that would otherwise be due with respect to that portion of the Project Equipment acquired and installed in 2019. For equipment, machinery and other personal property comprising the Project Equipment acquired and installed in calendar year 2020, the last year of the 7 -year personal property tax abatement applicable to that portion of the Project Equipment will be 2027. In calendar year 2028, the Company will be required to pay a PILOT Payment equal to 100% of the ad valorem personal property taxes that would otherwise be due with respect to that portion of the Project Equipment acquired and installed in 2020. The Company has represented that it will create 25 new full-time jobs at the Project Site (the "New Jobs") by December 31, 2024. The Company will be required to report the number of New Jobs created as of December 31, 2024, and the number of New Jobs retained each October 31st thereafter, beginning October 31, 2025 through October 31, 2028. If the Company fails to create and/or retain the 25 New Jobs, during those years in which the Company is required to make PILOT Payments equal to 50% ad valorem personal property taxes that would otherwise be due with respect to the Project Equipment, the Company will be required to pay an additional PILOT Payment in an amount proportionately equal to the amount the Company failed to meet the New Jobs target. Such amounts will be calculated as set forth in a Performance Agreement to be entered into between the City and the Company with respect to the personal property tax abatement. Failure to create and maintain the number of New Jobs by the dates set forth in the preceding paragraph will not be a default under the Performance Agreement or the Lease with the remedy instead being an increase in the required payments in lieu of taxes as described in this paragraph. Such PILOT Payments would, after reduction for actual costs of the City for distributing such payments, be distributed among the taxing jurisdictions in proportion to the amount of personal property taxes which would have been paid in each year had the Project Equipment not been exempt from personal property taxation, pursuant to Section 100.050.3 of the Act. -5- /� GILMOkEBELL Cost -Benefit Analysis and Discussion of Exhibits. In compliance with Section 100.050.2(3) of the Act, this Plan has been prepared to show the costs and benefits to the City and to other taxing jurisdictions affected by the personal property tax abatements for the Project Equipment. The following is a summary of the exhibits attached to this Plan that show the direct personal property tax impact the Project Equipment is expected to have on each taxing jurisdiction. This Plan does not attempt to quantify the overall economic impact of the Project. Project Assumptions. Attachment A and Exhibit 1 presents a list of the assumptions related to the determination of the personal property assessed valuations and the tax formulas. Summary of Cost -Benefit Analysis. Exhibit 2 presents a summary for each affected taxing jurisdiction of (1) the total estimated personal property tax revenues that would be generated if the Project Equipment did not receive personal property tax abatement, (2) the total estimated value of the PILOT Payments to be made by the Company for the proposed personal property tax abatement period, and (3) the total estimated value of the personal property tax abatement to the Company. Please note that the actual value of the Project Equipment may differ from the estimated value assumed in this Plan and may impact the value of the PILOT Payments to be paid by the Company. Personal Property Tax Revenues. Exhibit 3 provides the projected personal property tax revenues that would be generated from the Project Equipment without personal property tax abatement. Exhibit 4 provides the projected value of the personal property tax abatement to the Company based upon the estimated equalized personal property assessed valuation of the Project Equipment. Exhibit 5 provides the projected PILOT Payment amounts to be paid by the Company based upon the estimated equalized personal property assessed valuation of the Project Equipment. V. ASSUMPTIONS AND BASIS OF PLAN In preparing this Plan, we have made some key assumptions to estimate the fiscal impact of the personal property tax abatement and exemptions proposed for the Project Equipment. See ATTACHMENT A and Exhibit 1 for a summary of these assumptions. In addition to the foregoing, in order to complete this Plan, we have generally reviewed and relied upon information furnished to us by, and have participated in conferences with, representatives of the City, representatives of the Company, and other persons as we have deemed appropriate. We do not assume any responsibility for the accuracy, completeness or fairness of any of the information provided to us and make no representation that we have independently verified the accuracy, completeness or fairness of such information. None of the assumptions or estimates of cost or value set forth in this Plan represent representations or commitments by the Company or the City. The Company shall have the right to appeal or otherwise challenge, by all available formal and informal means, any valuation of the Project Equipment established or proposed by the Assessor of Cole County, Missouri, or any successor thereto or other authority that seeks to establish the valuation of the Project Equipment for ad valorem personal property tax purposes. Similarly, nothing in this Plan shall be deemed to be a commitment or agreement by the Company to make any investment with respect to the Project Equipment or the amount or timing of any such investment. * * * -6- GILMOkEBELL ATTACHMENT A SUMMARY OF KEY ASSUMPTIONS 1. The cost of acquiring the Project Equipment is estimated to be $5,000,000. 2. The acquisition and installation of the Project Equipment in connection with the Project will begin during calendar year ending December 31, 2019, and will continue during calendar years ending December 31, 2020 and 2021 as described in Section IV of the Plan under the caption entitled "Estimate of the Costs of the Project" as further reflected below: Calendar Year Acquired Estimated Cost of Project Equipment 2019 $4,000,000 2020 500,000 2021 500,000 3. The Project Equipment will be owned by the City and leased to the Company with an option to purchase. As long as the Project Equipment is owned by the City, it will be exempt from ad valorem personal property taxes. 4. Personal property tax abatement will be provided to the Company in the amount of 50% for seven -years for each separate investment in Project Equipment as described in Section IV of the Plan under the caption entitled "Payments in Lieu of Taxes." 5. During the entire term of the Bonds through 2028, the Company will make payments in lieu of taxes as descried in Section IV of the Plan under the caption entitled "Payments in Lieu of Taxes." 6. The assessed value of the Project Equipment is calculated using the following formula: (Cost * Depreciation Factor) * Assessment Ratio of 33 1/3% [Remainder of this page intentionally left blank.] A-1 7. In determining the assessed valuation of the personal property comprising the Project Equipment, a depreciation factor is applied at the end of each year which depends on the recovery period of such personal property. The Company represented that the printing presses and related machinery, equipment and other personal property comprising the Project Equipment is expected to have a seven-year recovery period. The depreciation factor used for personal property with a seven-year recovery period is highlighted below (note: year 0 represents the calendar year in which the personal property was acquired and year 1 represents the calendar year immediately following the year the personal property was acquired - the depreciation factor reflected in each year is multiplied by the original cost of the personal property): Year 0 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 and on Recovery Period in Years 3 5 7 10 15 20 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 75.00% 85.00% 89.29% 92.50% 95.00% 96.25% 37.50% 59.50% 70.16% 78.62% 85.50% 89.03% 12.50% 41.65% 55.13% 66.83% 76.95% 82.35% 5.00% 24.99% 42.88% 56.81% 69.25% 76.18% 5.00% 10.00% 30.63% 48.07% 62.32% 70.46% 5.00% 10.00% 18.38% 39.33% 56.09% 65.18% 5.00% 10.00% 10.00% 30.59% 50.19% 60.29% 5.00% 10.00% 10.00% 21.85% 44.29% 55.77% 5.00% 10.00% 10.00% 15.00% 38.38% 51.31% 5.00% 10.00% 10.00% 15.00% 32.48% 46.85% 5.00% 10.00% 10.00% 15.00% 26.57% 42.38% 5.00% 10.00% 10.00% 15.00% 20.67% 37.92% 5.00% 10.00% 10.00% 15.00% 15.00% 33.46% 5.00% 10.00% 10.00% 15.00% 15.00% 29.00% 5.00% 10.00% 10.00% 15.00% 15.00% 24.54% 5.00% 10.00% 10.00% 15.00% 15.00% 20.08% 5.00% 10.00% 10.00% 15.00% 15.00% 20.00% 8. The tax rates used in this Plan reflect the rates in effect for the tax year ending December 31, 2019. The tax rates were held constant through the December 31, 2028 tax year. * * * The Cost/Benefit Analysis has been prepared on the basis of factual information and assumptions provided to Gilmore & Bell, P.C. by, or on behalf of, the City and the Company. This information is provided in conjunction with our legal representation of the City, as its bond counsel, for this transaction. It is not intended as financial advice or a financial recommendation to the Company, the City or any other taxing jurisdiction that may be affected by the Project. Gilmore & Bell, P.C. is not a financial advisor or a "municipal advisor" as defined in the Securities Exchange Act of 1934, as amended. A-2 City of Jefferson, Missouri (Modern Litho -Print Co.) COST BENEFIT ANALYSIS PLAN FOR INDUSTRIAL DEVELOPMENT PROJECT GILMOUBELL Table of Contents Project Assumptions 1 Summary of Cost Benefit Analysis 2 Projected Tax Revenues Without Abatement on Project Equipment 3 Projected Tax Abatement on Project Equipment 4 Projected PILOT Amounts on Project Equipment 5 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 Jefferson, Missouri (Modern Litho -Print Co.) Cost Benefit Analysis 9/27/2019 Exhibit 1 - Project Assumptions • Initial year taxes assessed • Annual investments of project equipment • Assessed value as a percentage of appraised value for project equipment • Terms of abatement for project equipment: Years 1-7 Years 8-9 50% 0% 2020 2019 $ 4,000,000 2020 500,000 2021 500,000 • Project equipment is depreciated using the following 7 year recovery period schedule: Year 0 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 and on 33.33% Recovery Period in Years 3 5 7 10 15 20 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 75.00% 85.00% 89.29% 92.50% 95.00% 96.25% 37.50% 59.50% 70.16% 78.62% 85.50% 89.03% 12.50% 41.65% 55.13% 66.83% 76.95% 82.35% 5.00% 24.99% 42.88% 56.81% 69.25% 76.18% 5.00% 10.00% 30.63% 48.07% 62.32% 70.46% 5.00% 10.00% 18.38% 39.33% 56.09% 65.18% 5.00% 10.00% 10.00% 30.59% 50.19% 60.29% 5.00% 10.00% 10.00% 21.85% 44.29% 55.77% 5.00% 10.00% 10.00% 15.00% 38.38% 51.31% 5.00% 10.00% 10.00% 15.00% 32.48% 46.85% 5.00% 10.00% 10.00% 15.00% 26.57% 42.38% 5.00% 10.00% 10.00% 15.00% 20.67% 37.92% 5.00% 10.00% 10.00% 15.00% 15.00% 33.46% 5.00% 10.00% 10.00% 15.00% 15.00% 29.00% 5.00% 10.00% 10.00% 15.00% 15.00% 24.54% 5.00% 10.00% 10.00% 15.00% 15.00% 20.08% 5.00% 10.00% 10.00% 15.00% 15.00% 20.00% City of Jefferson, Missouri (Modern Litho -Print Co.) Cost Benefit Analysis -1- 9/27/2019 Exhibit 2 - Summary of Cost Benefit Analysis Taxing Jurisdiction Cole County General Revenue Cole County Road and Bridge Cole County Special Services Jefferson City School District Jefferson City Jefferson City Fire Pension Fund Library State of Missouri Blind Pension Fund City of Jefferson, Missouri (Modern Litho -Print Co.) Cost Benefit Analysis Tax Rate 0.0788 0.2725 0.0909 4.6928 0.4600 0.0961 0.2000 0.0300 Projected Tax Revenues Without Abatement on Project Equipment 4,379 15,144 5,052 260,792 25,563 5,341 11,115 1,667 Projected Tax Abatement on Project Equipment $ 2,078 7,186 2,397 123,748 12,130 2,534 5,274 791 Projected PILOT Amounts on Project Equipment $ 2,301 7,958 2,655 137,043 13,433 2,806 5,841 876 5.9211 $ 329,052 $ 156,139 $ 172,913 -2 - 9/27/2019 Exhibit 3 - Projected Tax Revenues Without Abatement on Project Equipment Estimated Assessed Value of Project Equipment $1,190,414 $1,084,175 $1,000,717 $780,472 $571,693 $367,547 $214,995 $180,615 $166,650 Tax Rate per Taxing Jurisdiction $100 2020 2021 2022 2023 2024 2025 2026 2027 2028 Total Cole County General Revenue Cole County Road and Bridge Cole County Special Services Jefferson City School District Jefferson City Jefferson City Fire Pension Fund Library State of Missouri Blind Pension Fund City of Jefferson, Missouri (Modern Litho -Print Co.) Cost Benefit Analysis 0.0788 0.2725 0.0909 4.6928 0.4600 0.0961 0.2000 0.0300 $ 938 3,244 1,082 55,864 5,476 1,144 2,381 357 $ 854 2,954 986 50,878 4,987 1,042 2,168 325 $ 789 2,727 910 46,962 4,603 962 2,001 300 $ 615 2,127 709 36,626 3,590 750 1,561 234 $ 450 1,558 520 26,828 2,630 549 1,143 172 $ 290 1,002 334 17,248 1,691 353 735 110 $ 169 586 195 10,089 989 207 430 65 $ 142 492 164 8,476 831 174 361 54 $ 131 454 151 7,821 767 160 333 50 $ 4,379 15,144 5,052 260,792 25,563 5,341 11,115 1,667 5.9211 $ 70,486 $ 64,195 $ 59,253 $ 46,213 $ 33,851 $ 21,763 $ 12,730 $ 10,694 $ 9,868 $329,052 Personal Equipment Assessed Value (7 -Year Depreciation) 2019 4,000,000 2020 500,000 2021 500,000 2020 1,190,414 2021 935,373 148,802 2022 734,993 116,922 148,802 2023 571,676 91,874 116,922 2024 408,359 71,460 91,874 2025 245,042 51,045 71,460 2026 133,320 30,630 51,045 2027 133,320 16,665 30,630 2028 133,320 16,665 16,665 5,000,000 1,190,414 1,084,175 1,000,717 780,472 571,693 367,547 214,995 180,615 166,650 -3 - 9/27/2019 Estimated Assessed Value of Project Equipment Acquired in 2019 Abatement Percentage Estimated Assessed Value of Project Equipment Acquired in 2020 Abatement Percentage Estimated Assessed Value of Project Equipment Acquired in 2021 Abatement Percentage Taxing Jurisdiction Exhibit 4 - Projected Tax Abatement on Project Equipment $1,190,414 $935,373 $734,993 $571,676 $408,359 $245,042 $133,320 $133,320 $133,320 50.00% 50.00% 50.00% 50.00% 50.00% 50.00% 50.00% 0.00% 0.00% $148,802 $116,922 $ 91,874 $ 71,460 $ 51,045 $ 30,630 $ 16,665 $ 16,665 50.00% 50.00% 50.00% 50.00% 50.00% 50.00% 50.00% 0.00% $148,802 $116,922 $ 91,874 $ 71,460 $ 51,045 $ 30,630 $ 16,665 50.00% 50.00% 50.00% 50.00% 50.00% 50.00% 50.00% Tax Rate per$100 2020 2021 2022 2023 2024 2025 2026 2027 2028 Total Cole County General Revenue 0.0788 $ 469 $ 427 $ 394 $ 308 $ 225 $ 145 $ 85 $ 19 $ 7 $ 2,078 Cole County Road and Bridge 0.2725 1,622 1,477 1,363 1,063 779 501 293 64 23 7,186 Cole County Special Services 0.0909 541 493 455 355 260 167 98 21 8 2,397 Jefferson City School District 4.6928 27,932 25,439 23,481 18,313 13,414 8,624 5,045 1,110 391 123,748 Jefferson City 0.4600 2,738 2,494 2,302 1,795 1,315 845 494 109 38 12,130 Jefferson City Fire Pension Fund 0.0961 572 521 481 375 275 177 103 23 8 2,534 Library 0.2000 1,190 1,084 1,001 780 572 368 215 47 17 5,274 State of Missouri Blind Pension Fund 0.0300 179 163 150 117 86 55 32 7 3 791 5.9211 $ 35,243 $ 32,098 $ 29,627 $ 23,106 $ 16,925 $ 10,881 $ 6,365 $ 1,400 $ 493 $156,139 City of Jefferson, Missouri (Modern Litho -Print Co.) Cost Benefit Analysis -4 - 9/27/2019 Estimated Assessed Value of Project Equipment Acquired in 2019 PILOT Payment Estimated Assessed Value of Project Equipment Acquired in 2020 PILOT Payment Estimated Assessed Value of Project Equipment Acquired in 2021 PILOT Payment Taxing Jurisdiction Exhibit 5 - Projected PILOT Amounts on Project Equipment $1,190,414 $935,373 $734,993 $571,676 $408,359 $245,042 $133,320 $133,320 $133,320 50.00% 50.00% 50.00% 50.00% 50.00% 50.00% 50.00% 100.00% 100.00% $148,802 $116,922 $ 91,874 $ 71,460 $ 51,045 $ 30,630 $ 16,665 $ 16,665 50.00% 50.00% 50.00% 50.00% 50.00% 50.00% 50.00% 100.00% $148,802 $116,922 $ 91,874 $ 71,460 $ 51,045 $ 30,630 $ 16,665 50.00% 50.00% 50.00% 50.00% 50.00% 50.00% 50.00% Tax Rate per$100 2020 2021 2022 2023 2024 2025 2026 2027 2028 Total Cole County General Revenue 0.0788 $ 469 $ 427 $ 394 $ 308 $ 225 $ 145 $ 85 $ 124 $ 125 $ 2,301 Cole County Road and Bridge 0.2725 1,622 1,477 1,363 1,063 779 501 293 428 431 7,958 Cole County Special Services 0.0909 541 493 455 355 260 167 98 143 144 2,655 Jefferson City School District 4.6928 27,932 25,439 23,481 18,313 13,414 8,624 5,045 7,366 7,430 137,043 Jefferson City 0.4600 2,738 2,494 2,302 1,795 1,315 845 494 722 728 13,433 Jefferson City Fire Pension Fund 0.0961 572 521 481 375 275 177 103 151 152 2,806 Library 0.2000 1,190 1,084 1,001 780 572 368 215 314 317 5,841 State of Missouri Blind Pension Fund 0.0300 179 163 150 117 86 55 32 47 48 876 5.9211 $ 35,243 $ 32,098 $ 29,627 $ 23,106 $ 16,925 $ 10,881 $ 6,365 $ 9,294 $ 9,374 $172,913 City of Jefferson, Missouri (Modern Litho -Print Co.) Cost Benefit Analysis -5 - 9/27/2019 Approval Version CITY OF JEFFERSON, MISSOURI, the City, AND UMB BANK, N.A., as Trustee TRUST INDENTURE Dated as of December 1, 2019 Relating to: $5,000,000 (Aggregate Maximum Principal Amount) City of Jefferson, Missouri Taxable Industrial Development Revenue Bonds (Modern Litho -Print Co. Project) Series 2019 TRUST INDENTURE TABLE OF CONTENTS Page Parties 1 Recitals 1 Granting Clauses 2 ARTICLE I DEFINITIONS Section 101. Definitions of Words and Terms 3 Section 102. Rules of Interpretation 8 Section 103. Date of Indenture 8 ARTICLE II THE BONDS Section 201. Title and Amount of Bonds 9 Section 202. Nature of Obligation 9 Section 203. Denomination, Number and Dating of the Bonds 9 Section 204. Method and Place of Payment of Bonds 9 Section 205. Execution and Authentication of Bonds 10 Section 206. Registration, Transfer and Exchange of Bonds 10 Section 207. Persons Deemed Owners of Bonds 11 Section 208. Authorization of the Series 2016 Bonds 11 Section 209. Authorization of Additional Bonds 13 Section 210. Mutilated, Lost, Stolen or Destroyed Bonds 15 Section 211. Cancellation and Destruction of Bonds Upon Payment 16 ARTICLE III REDEMPTION OF BONDS Section 301. Redemption of Bonds 16 Section 302. Effect of Call for Redemption 17 Section 303. Notice of Redemption 17 ARTICLE IV FORM OF BONDS Section 401. Form Generally 17 ARTICLE V CUSTODY AND APPLICATION OF BOND PROCEEDS Section 501. Creation of Funds 17 Section 502. Deposits into the Project Fund 17 Section 503. Disbursements from the Project Fund 18 Section 504. Completion of the Project 18 Section 505. Deposits into and Disbursements from the Costs of Issuance Fund 18 Section 506. Disposition Upon Acceleration 18 ARTICLE VI REVENUES AND FUNDS Section 601. Creation of the Bond Fund 19 Section 602. Deposits Into the Bond Fund 19 Section 603. Application of Moneys in the Bond Fund 19 Section 604. Payments Due on Days Other Than Business Days 20 Section 605. Nonpresentment of Bonds 20 ARTICLE VH SECURITY FOR DEPOSITS AND INVESTMENT OF FUNDS Section 701. Moneys to be Held in Trust 20 Section 702. Investment of Moneys in Project Fund and Bond Fund 21 Section 703. Record Keeping 21 ARTICLE VIII GENERAL COVENANTS AND PROVISIONS Section 801. Payment of Principal and Interest 21 Section 802. Authority to Execute Indenture and Issue Bonds 21 Section 803. Performance of Covenants 21 Section 804. Instruments of Further Assurance 22 Section 805. Recordings and Filings 22 Section 806. Inspection of Project Books 22 Section 807. Enforcement of Rights Under the Lease 22 ARTICLE IX DEFAULT AND REMEDIES Section 901 Events of Default; Notice; Opportunity to Cure 23 Section 902. Acceleration of Maturity in Event of Default 23 Section 903. Surrender of Possession of Trust Estate; Rights and Duties of Trustee in Possession 23 Section 904. Appointment of Receivers in Event of Default 24 Section 905. Exercise of Remedies by the Trustee 24 Section 906. Limitation on Exercise of Remedies by Owners 24 Section 907. Right of Owners to Direct Proceedings 25 Section 908. Application of Moneys in Event of Default 25 Section 909. Remedies Cumulative 26 Section 910. Waivers of Events of Default 26 Section Section Section Section Section Section Section Section Section Section Section Section Section ARTICLE X THE TRUSTEE 1001. Acceptance of the Trusts 27 1002. Fees, Charges and Expenses of the Trustee 29 1003. Notice to Owners if Default Occurs 29 1004. Intervention by the Trustee 29 1005. Successor Trustee Upon Merger, Consolidation or Sale 29 1006. Resignation of Trustee 30 1007. Removal of Trustee 30 1008. Appointment of Successor Trustee 30 1009. Vesting of Trusts in Successor Trustee 30 1010. Right of Trustee to Pay Taxes and Other Charges 31 1011. Trust Estate May be Vested in Co -Trustee 31 1012. Accounting 31 1013. Performance of Duties Under the Lease 32 Section 1101. Section 1102. Section 1103. Section 1104. Section 1201. Section 1202. Section 1203. Section 1301. Section 1302. Section 1401. Section 1402. Section 1403. Section 1404. Section 1405. Section 1406. Section 1407. ARTICLE XI SUPPLEMENTAL INDENTURES Supplemental Indentures Not Requiring Consent of Owners 32 Supplemental Indentures Requiring Consent of Owners 33 Company's Consent to Supplemental Indentures 33 Opinion of Counsel 33 ARTICLE XII SUPPLEMENTAL LEASES Supplemental Leases Not Requiring Consent of Owners 34 Supplemental Leases Requiring Consent of Owners 34 Opinion of Counsel 34 ARTICLE XIII SATISFACTION AND DISCHARGE OF INDENTURE Satisfaction and Discharge of this Indenture 34 Bonds Deemed to be Paid 35 ARTICLE XIV MISCELLANEOUS PROVISIONS Consents and Other Instruments by Owners 35 Limitation of Rights Under this Indenture 36 Notices 36 Severability 37 Execution in Counterparts 37 Governing Law 37 Electronic Storage 37 Signatures and Seal S-1 Exhibit A: Description of Project Site Exhibit B: Project Equipment Exhibit C: Form of Bonds Exhibit D: Form of Representation Letter TRUST INDENTURE THIS TRUST INDENTURE dated as of December 1, 2019, (the "Indenture") between the CITY OF JEFFERSON, MISSOURI, a home rule charter city and municipal corporation organized and existing under the laws of the State of Missouri (the "City"), and UMB BANK, N.A., a national banking association duly organized and existing and authorized to accept and execute trusts of the character herein set forth under the laws of the United States of America, with a corporate trust office located in the City of Kansas City, Missouri, as Trustee (the "Trustee"); RECITALS: 1. The City 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 Section 100.010 of the Revised Statutes of Missouri, as amended) 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 businesses for manufacturing, commercial, research and development, warehousing and industrial development purposes upon such terms and conditions as the City shall deem advisable. 2. The Council of the City adopted Resolution 2019-5 on August 5, 2019, expressing the official intent of the City to issue industrial development revenue bonds under the Act in a principal amount not to exceed $5,000,000 to finance an economic development project (the "Project") for Modern Litho -Print Co., A Missouri corporation (the "Company"), consisting of acquiring a printing press and other support equipment (the "Project Equipment," as more fully described on Exhibit B hereto) to be installed at the Company's existing manufacturing facility located at 6009 Stertzer Road in the City (the "Project Site," as more fully described on Exhibit A hereto). 3. Following notice to the affected taxing jurisdictions in accordance with Section 100.059.1 of the Act, the Council of the City adopted Ordinance No. on December 2, 2019 (the "Ordinance"), (a) approving a plan for the Company's Project (the "Plan") and (b) authorizing the issuance of $5,000,000 maximum aggregate principal amount of Taxable Industrial Development Revenue Bonds (Modern Litho -Print Co. Project), Series 2019 (the "Bonds"), to pay the costs of the Proj ect. 4. Pursuant to the Ordinance, the City is authorized to execute and deliver (a) this Indenture for the purpose of issuing and securing the Bonds, (b) the Lease Agreement dated as of December 1, 2019 (the "Lease") with the Company, as lessee, under which the City, as lessor, will cause the Company to acquire and install the Project Equipment and will lease the Project Equipment to the Company, in consideration of rental payments to be paid by the Company which will be sufficient to pay the principal of and interest on the Bonds, and (c) the Performance Agreement dated as of December 1, 2019 (the "Performance Agreement"), between the City and the Company, for the purpose of setting forth the terms and conditions of the Project Equipment's exemption from ad valorem personal property taxes and certain payments in lieu of taxes to be made by the Company with respect to the Project Equipment. 5. All things necessary to make the Bonds, when authenticated by the Trustee and issued as in this Indenture provided, the valid and legally binding obligations of the City, 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 City, 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 (defined herein) 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 City 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, 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 of the City in and to the Project Equipment together with the tenements, hereditaments, appurtenances, rights, easements, privileges and immunities thereunto belonging or appertaining and, to the extent permissible, all permits, certificates, approvals and authorizations; (b) All right, title and interest of the City in, to and under the Lease (excluding the City's right 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, as provided therein or herein), and all rents, revenues and receipts derived by the City from the Project Equipment including, without limitation, all rentals and other amounts to be received by the City and paid by the Company under and pursuant to and subject to the provisions of the Lease; and (c) All moneys and securities from time to time held by or now or hereafter required to be paid to 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 City 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 City pays, or causes 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 provides for the payment thereof (as provided in Article XIII hereof), and pays or causes 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 hereby -2- 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, 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 City does hereby agree and covenant with the Trustee and with the respective Owners from time to time, as follows: ARTICLE I DEFINITIONS Section 101. Definitions of Words and Terms. In addition to capitalized words and terms defined in the Lease and the Performance Agreement, which definitions shall be deemed to be incorporated herein, and capitalized terms defined elsewhere in this Indenture, the following capitalized words and terms as used in this Indenture shall have the following meanings, unless some other meaning is plainly intended: "Act" means, collectively, Article VI, Section 27(b) of the Missouri Constitution, as amended, and Sections 100.010 through 100.200 of the Revised Statutes of Missouri, as amended. "Additional Bonds" means any additional parity bonds issued pursuant to Section 209 of this Indenture. Lease. "Additional Rent" means the additional rental amounts described in Sections 5.2 and 6.2 of the "Assessor" means the County Assessor of Cole County, Missouri. "Authorized City Representative" means the Mayor, City Administrator, Finance Director, City Clerk or such other person at the time designated to act on behalf of the City as evidenced by written certificate furnished to the Company and the Trustee containing the specimen signature of such person and signed on behalf of the City 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 Company Representative" means the President of the Company or such other person at the time designated to act on behalf of the Company as evidenced by written certificate furnished to the City and the Trustee containing the specimen signature of such person and signed on behalf of the Company by authorized officers. Such certificate may designate an alternate or alternates each of whom shall be entitled to perform all duties of the Authorized Company Representative. "Basic Rent" means the rental described in Section 5.1 of the Lease. "Bond" or "Bonds" means the Taxable Industrial Development Revenue Bonds (Modern Litho - Print Co. Project), issued, authenticated and delivered under and pursuant to this Indenture, including an initial series of Taxable Industrial Development Revenue Bonds (Modern Litho -Print Co. Project), Series 2019, in the maximum aggregate principal amount of $5,000,000 and, upon the issuance of any -3- Additional Bonds pursuant to Section 209 of this Indenture, the term "Bonds" shall include such Additional Bonds. "Bond Fund" means the "City of Jefferson, Missouri, Bond Fund -- Modern Litho -Print Co." created in Section 601 of this Indenture. "Bond Purchase Agreement" means the agreement by that name with respect to the Bonds by and between the City and the Purchaser. "Business Day" means any day other than a Saturday or Sunday or legal holiday or a day on which banks located in the city in which the principal corporate trust office or the principal payment office of the Trustee are required or authorized by law to remain closed. "City" means the City of Jefferson, Missouri, a home rule charter city and a municipal corporation organized and existing under the laws of the State of Missouri, and its successors and assigns. "Closing Date" means the date identified in the Bond Purchase Agreement for the initial issuance and delivery of the Bonds. "Closing Price" means the amount specified in writing by the Purchaser and agreed to by the City as the amount required to pay for the initial issuance of the Bonds on the Closing Date, which amount shall be equal to any Project Costs spent by the Company from its own funds before the Closing Date, including costs of issuance. "Company" means Modern Litho -Print Co., a Missouri corporation, and its successors or assigns. "Completion Date" means the dates of execution of the certificates with respect to each component portion of the Project Equipment and the date of execution of the certificate with respect to the entire Project required by Section 4.5 of the Lease and Section 504 of this Indenture and filed with the Trustee. "Costs of Issuance Fund" means the "City of Jefferson, Missouri, Costs of Issuance Fund -- Modern Litho -Print Co." created in Section 501 of this Indenture. "Cumulative Outstanding Principal Amount" means the aggregate principal amount of all Bonds outstanding under the provisions of this Indenture, not to exceed $5,000,000, and any Additional Bonds issued hereunder, as reflected in the records maintained by the Trustee as provided in the Bonds and this Indenture. "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. "Full Insurable Value" means the reasonable replacement cost of the Project Equipment less physical depreciation and exclusive of land, excavations, footings, foundation and parking lots as determined in accordance with Section 7.2(a) 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. -4- "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) Government Securities; (b) obligations of Fannie Mae, the Government National Mortgage Association, the Federal Financing Bank, the Federal Intermediate Credit Corporation, Federal Banks for Cooperatives, Federal Land Banks, Federal Home Loan Banks, Farmers Home Administration and Federal Home Loan Mortgage Corporation; (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, whether negotiable or nonnegotiable, issued by any bank or trust company organized under the laws of any state of the United States of America or any national banking association (including the Trustee or any of its affiliates), provided that such certificates of deposit 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 at all times at least equal to the principal amount of such certificates of deposit and shall be deposited 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 Company 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, 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; or (1) Bonds. any other investment approved in writing by the Owners of all of the Outstanding "Lease" means the Lease Agreement dated as of December 1, 2019, between the City, as lessor, and the Company, 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. "Lease Term" means the period from the effective date of the Lease until the expiration thereof pursuant to Section 3.2 of the Lease. "Leasehold Security Agreement" means any leasehold security agreement, leasehold deed of trust, assignment of rents and leases, security agreement or other agreement relating to the Project Equipment permitted pursuant to the provisions of Section 10.4 of the Lease. -5- "Net Proceeds" means, when used with respect to any insurance or condemnation award with respect to the Project Equipment, 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 City and the Trustee) incurred in the collection of such gross proceeds. "Outstanding," when used with reference to Bonds, means, as of a particular date, all Bonds theretofore authenticated and delivered, except: (a) Bonds previously 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 other Bonds, which other Bonds have been authenticated and delivered pursuant to this Indenture. "Owner" means the registered owner of any Bond as recorded on the bond registration records maintained by the Trustee. "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. "Payment Date" means the date on which principal of or interest on any Bond, whether at the stated maturity thereof or the redemption date thereof, is payable, which shall be December 1 of each year that the Bonds are Outstanding. "Performance Agreement" means the Performance Agreement dated as of December 1, 2019, between the City and the Company, and acknowledged by the Assessor, as amended and supplemented from time to time. "Permitted Encumbrances" means, as of any particular time, as the same may encumber the Project Equipment (a) liens for ad valorem taxes and special assessments not then delinquent, (b) the Indenture, the Lease and the Performance Agreement, (c) liens or security interests affecting an interest in the Project Equipment existing prior to the date of conveyance of the Project Equipment to the City, and (d) liens and security interests granted pursuant to any Leasehold Security Agreement or any Equipment Financing Documents (e) any other lien, encumbrance, lease, easements, restrictions or covenants consented to in writing by the Company and the Owners of 100% of the principal amount of the Bonds. Nothing in this definition shall authorize or permit any party other than the Company to create or consent to the creation of any Permitted Encumbrance. "Person" means an individual, partnership, corporation, business trust, joint stock company, limited liability company, bank, insurance company, unincorporated association, joint venture or other entity of whatever nature. "Project" means the project referred to in the recitals of this Indenture, located on the Project Site, such project including the acquisition and installation of the Project Equipment, and all additions, -6- modifications, improvements, replacements and substitutions made to the Project Equipment pursuant to the Lease as they may at any time exist. "Project Costs" means all costs of acquisition and installation of the Project Equipment including the following: (a) all costs and expenses necessary or incident to the acquisition and installation of any portion of the Project Equipment on the Project Site, which the Company conveys to the City; (b) fees and expenses of architects, appraisers, surveyors and engineers for estimates, surveys, soil borings and soil tests and other preliminary investigations and items necessary to the commencement of installation, preparation of plans, drawings and specifications and supervision of installation, as well as for the performance of all other duties of professionals and consultants in relation to the acquisition and installation of the Project Equipment or the issuance of the Bonds; (c) all costs and expenses of every nature incurred in purchasing and installing the Project Equipment, including the actual cost of labor and materials, machinery, furnishings and equipment as payable to contractors, builders, manufacturers, vendors and materialmen in connection with the acquisition and installation of the Project Equipment, but excluding any real property improvements; (d) interest accruing on the Bonds during the acquisition and installation period of the Project Equipment; (e) reasonable expenses of administration, supervision and inspection properly chargeable to the Project Equipment, legal fees and expenses, fees and expenses of Bond Counsel, fees and expenses of accountants and other consultants, publication and printing expenses, and initial fees and expenses of the Trustee to the extent that said fees and expenses are necessary or incident to the issuance and sale of the Bonds or the acquisition and installation of the Project Equipment; (f) all other items of expense not elsewhere specified in this definition as may be necessary or incident to: (1) the authorization, issuance and sale of the Bonds, including costs of issuance of the Bonds; (2) the acquisition and installation of the Project Equipment; and (3) the financing thereof; and (g) reimbursement to the Company or those acting for it for any of the above enumerated costs and expenses incurred and paid by them before or after the execution of the Lease. "Project Equipment" means all items of machinery, equipment or other personal property acquired or installed on the Project Site pursuant to Article IV of the Lease and paid for, or reimbursed, in whole or in part from the proceeds of Bonds, as described in Exhibit B attached hereto and by this reference made a part hereof, and all replacements thereof and substitutions therefor which, pursuant to Section 8.2 of the Lease, constitute part of the Project Equipment. "Project Fund" means the "City of Jefferson, Missouri, Project Fund -- Modern Litho -Print Co." created in Section 501 of this Indenture. -7- "Project Site" means all of the real estate as described in Exhibit A attached hereto and by this reference made a part hereof. "Purchaser" means the entity identified in the Bond Purchase Agreement as the purchaser of the Bonds, and its successors or assigns. "State" means the State of Missouri. "Supplemental Indenture" means any indenture supplemental or amendatory to this Indenture entered into by the City 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. "Trust Estate" means the Trust Estate described in the Granting Clauses of this Indenture. Trustee" means UMB Bank, N.A., Kansas City, Missouri, a national banking association organized and existing under the laws of the United States of America, 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. 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) 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. (e) 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. Section 103. Date of Indenture. The dating of this Indenture as of December 1, 2019, is intended as and for the convenient identification of this Indenture only and is not intended to indicate that this Indenture was executed and delivered on said date, this Indenture being executed and delivered and becoming effective simultaneously with the initial issuance of the Bonds. -8- 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 Jefferson, Missouri, Taxable Industrial Development Revenue Bonds (Modern Litho -Print Co. Project), Series 2019," with such other appropriate particular designation added to or incorporated in such title for the Bonds of any particular series of Additional Bonds as the City may determine. The maximum total principal amount of Bonds that may be issued hereunder is hereby expressly limited to $5,000,000 in one or more series of Bonds (except that such maximum total principal amount may be increased in connection with the issuance of Additional Bonds hereunder). Section 202. Nature of Obligation. The Bonds and the interest thereon shall be special obligations of the City payable solely out of the rents, revenues and receipts derived by the City from the Project Equipment and the Lease, and not from any other fund or source of the City. The Bonds are secured by a pledge and assignment of the Trust Estate to the Trustee in favor of the Owners, as provided in this Indenture. The Bonds and the interest thereon shall not constitute general obligations of the City, the State or any political subdivision thereof, and neither the City, the State or related political subdivision thereof shall be liable thereon, and the Bonds shall not constitute an indebtedness within the meaning of any constitutional, charter or statutory debt limitation or restriction, and are not payable in any manner by taxation. Section 203. Denomination, Number and Dating of the Bonds. (a) The Bonds shall be issuable in the form of one fully -registered Bond, in substantially the form set forth in Exhibit C hereto, in the denomination of $0.01 or any multiple thereof. (b) The Bonds shall be dated by the Trustee as of the date of initial delivery thereof as provided herein. If the Bonds are at any time thereafter transferred, any replacement Bonds shall be dated as of the date of authentication thereof. The Bonds of each series will be numbered from 1 upward. Section 204. Method and Place of Payment of Bonds. (a) The principal of and interest on the Bonds 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 Bonds shall be made upon the presentation and surrender of such Bonds at the principal payment office of any Paying Agent named in the Bonds. The payment of principal on the Bonds shall be noted on the Bonds on Schedule I thereto and the registration books maintained by the Trustee pursuant to Section 206 hereof. Payment of the interest on the Bonds shall be made by the Trustee on each Payment Date to the Person appearing on the registration books of the Trustee hereinafter provided for as the Owner thereof on the fifteenth day (whether or not a Business Day) of the calendar month next preceding such Payment Date by check or draft mailed to such Owner at such Owner's address as it appears on such registration books. In accordance with Section 5.1 of the Lease, provided that the Purchaser, or any other affiliate of the Company, is the sole holder(s) of the Bonds, the Company shall set-off the then -current Basic Rent payment against the City's obligation to the Company as Bondholder(s) under this Indenture in lieu of delivery of the Basic Rent on any Payment Date, without providing notice of such set-off to the Trustee. -9- The Trustee may conclusively rely on the absence of any notice from the Company to the contrary as evidence that such set-off has occurred. At its option, on the final Payment Date, the Company may deliver to the Trustee for cancellation Bonds not previously paid and the Company shall receive a credit against the Basic Rent payable by the Company in an amount equal to the principal amount of the Bonds so tendered for cancellation plus accrued interest thereon. Notwithstanding anything contained in this Indenture, the Lease, the Bond Purchase Agreement or the Performance Agreement to the contrary, if the Purchaser, or any other affiliate of the Company, is the Owner of all of the Bonds Outstanding, payments of principal and interest on the Bonds may be made via a transaction entry on the trust records held by the Trustee and the Paying Agent without requiring the Company to wire or otherwise transfer any moneys to such Owner. (c) The Bonds and the original Schedule I thereto 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, on each Payment Date, send a revised copy of Schedule I via facsimile or other electronic means to the Owner, the Company (if not the Owner) and the City. Absent manifest error, the amounts shown on Schedule I as noted by the Trustee shall be conclusive evidence of the principal amount paid on the Bonds. (d) If there is one Owner of the Bonds, the Trustee is authorized to make the final or any interim payments of principal on such Bonds by internal bank transfer or by electronic transfer to an account at a commercial bank or savings institution designated in writing by such Owner and located in the continental United States. The Trustee is also authorized to make interest payments on such Bonds by internal bank transfer or by electronic transfer to an account at a commercial bank or savings institution designated by such Owner and located in the continental United States. Section 205. Execution and Authentication of Bonds. (a) The Bonds shall be executed on behalf of the City by the manual or facsimile signature of its Mayor and attested by the manual or facsimile signature of the City Clerk, and shall have the corporate seal of the City affixed thereto or imprinted thereon. If any officer whose signature or facsimile thereof appears on the Bonds ceases 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 are the proper officers to sign such Bond although at the date of such Bond such Persons may not have been such officers. (b) The Bonds shall have endorsed thereon a Certificate of Authentication substantially in the form set forth in Exhibit C 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 until such Certificate of Authentication has been duly executed by the Trustee. The 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 signatory 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 as provided in this Indenture. (b) The Bonds 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 -10- assignment duly executed by the Owner or such Owner's attorney or legal representative in such form as shall be satisfactory to the Trustee. In connection with any such transfer of the Bonds, the City and the Trustee shall receive an executed representation letter signed by the proposed assignee in substantially the form of Exhibit D hereto. Upon any such transfer, the City 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 are exchanged or transferred hereunder the provisions of any legend restrictions on the Bonds shall be complied with and the City 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 City 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 City nor the Trustee shall be required to make any such exchange or transfer of Bonds during the 15 days immediately preceding a 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. (d) If any Owner fails to provide a certified taxpayer identification number to the Trustee, the Trustee may make a charge against such Owner sufficient to pay any governmental charge required to be paid as a result of such failure, which amount may be deducted by the Trustee from amounts otherwise payable to such Owner under such Owner's Bond. (e) Notwithstanding any provision to the contrary contained herein or in the Lease, the Bonds shall at no time be owned or held by a Person other than the Company, or an affiliate entity of the Company, during the Lease Term; provided, however, if the Lease is assigned in whole pursuant to Section 13.1 thereof and the assignee entity expressly assumes all rights, duties and obligations of the Company under the Lease and the Performance Agreement, then a new Bond may be issued by the Trustee in the name of such assignee, and in substitution for the Bond issued in the name of the Company on the issue date of the Bonds, and this subsection (e) shall be of no further force and effect. Section 207. Persons Deemed Owners of Bonds. As to any Bond, the Person in whose name the same is 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. 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 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 Series 2019 Bonds. (a) The Series 2019 Bonds are authorized for the purpose of providing funds to pay all or a portion of the Project Costs, which includes costs of issuing the Bonds. The Series 2019 Bonds shall be dated as provided in Section 203(b) hereof, shall become due on December 1, 2028 (subject to prior redemption as provided in Article III) and shall bear interest as specified in Section 208(f) hereof, payable on the dates specified in Section 208(0 hereof. -11- (b) The Trustee is hereby designated as the Paying Agent. The Owners of a majority of Bonds then Outstanding may designate a different Paying Agent upon written notice to the City and the Trustee. (c) The Bonds shall be executed without material variance from the form and in the manner set forth in Exhibit C hereto and delivered to the Trustee for authentication. Prior to or simultaneously with the authentication and delivery of the Series 2019 Bonds by the Trustee, there shall be filed with the Trustee the following: (1) An original or certified copy of the ordinance passed by the City Council authorizing the issuance of the Bonds and the execution of this Indenture and the Lease; (2) Executed counterparts of this Indenture, the Lease, the Performance Agreement and the Bond Purchase Agreement; (3) A representation letter from the Purchaser in substantially the form attached as Exhibit D hereto; (4) A request and authorization to the Trustee on behalf of the City, executed by the Authorized City Representative, to authenticate the Series 2019 Bonds and deliver the same to the Purchaser or at the written direction of the Purchaser upon payment to the Trustee, for the account of the City, 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 Series 2019 Bonds constitute valid and legally binding limited and special revenue obligations of the City; and (6) Such other certificates, statements, receipts, opinions and documents as the Trustee shall reasonably require for the delivery of the Series 2019 Bonds. (d) When the documents specified in subsection (c) of this Section have been filed with the Trustee, and when the Series 2019 Bonds have been executed and authenticated as required by this Indenture, either: (1) The Purchaser shall pay the Closing Price to the Trustee, and the Trustee shall endorse the Series 2019 Bonds in an amount equal to the Closing Price and then pursuant to Section 204(c) hereof either hold the Series 2019 Bonds in trust or if so directed in writing deliver the Series 2019 Bonds to or upon the order of the Purchaser; or (2) The Company shall submit a requisition certificate in accordance with Section 4.4 of the Lease, in an amount equal to the Closing Price, and the Trustee shall authenticate and endorse the Series 2019 Bonds in an amount equal to the Closing Price and then pursuant to Section 204(c) hereof either hold the Series 2019 Bonds in trust for the Owners or if so directed in writing deliver the Series 2019 Bonds to the Owners (or another purchaser or assignee designated by the Owners). In either case, the Purchaser shall be deemed to have paid over to the Trustee, and the Trustee shall be deemed to have deposited into the Project Fund, an amount equal or up to the Closing Price. -12- (e) Following the initial issuance and delivery of the Series 2019 Bonds, the Company may submit additional requisition certificates in accordance with Section 4.4 of the Lease, and the Trustee shall endorse the Bonds in an amount equal to the amount set forth in each requisition certificate. The date of endorsement of each Principal Amount Advanced as set forth on Schedule I to the Series 2019 Bonds shall be the date of the City's approval of each requisition certificate. The Trustee shall keep a record of the total requisitions submitted for the Project Equipment and shall notify the City if the requisitions submitted exceed the maximum principal amount of the Bonds. Notwithstanding the foregoing, the Company shall be permitted to advance funds for eligible Project Costs. In such event, the Purchaser shall be deemed to have paid over to the Trustee, and the Trustee shall be deemed to have deposited into the Project Fund, an amount equal to such eligible Project Costs; provided that the Company shall submit to the Trustee a requisition certificate detailing the advance of funds for eligible Project Costs in accordance with Section 4.4 of the Lease. (f) The Series 2019 Bonds shall bear interest at the rate of 5.00% per annum on the Cumulative Outstanding Principal Amount of the Bonds. Such interest shall be payable in arrears on each December 1, commencing on December 1, 2019, and continuing thereafter until the Cumulative Outstanding Principal Amount is paid in full; provided that the aggregate maximum principal amount shall not exceed $5,000,000 (except as such amount may be increased in connection with the issuance of Additional Bonds) and further provided that the Bonds shall be paid in full no later than December 1, 2028. Interest shall be calculated on the basis of a year of 360 days consisting of twelve months of 30 days each. (g) The Trustee shall keep and maintain a record of the amount deposited into the Project Fund pursuant to the terms of this Indenture as "Principal Amount Advanced" and shall enter the aggregate principal amount of the Bonds then Outstanding on its records as the "Cumulative Outstanding Principal Amount." If the Trustee is holding the Bonds, such advanced amounts shall be reflected in Schedule I to the Bonds. To the extent that advances are deemed to have been made pursuant to a requisition submitted by the Company to the Trustee, the Trustee's records and Schedule I to the Bonds, if the Trustee is holding the Bonds, of such advances shall be based solely on the requisitions provided to it. On each date upon which a portion of the Cumulative Outstanding Principal Amount is paid to the Owners, pursuant to the redemption provisions of this Indenture, the Trustee shall enter on its records the principal amount paid on the Bonds as "Principal Amount Redeemed," and shall enter the then Outstanding principal amount of the Bonds as "Cumulative Outstanding Principal Amount." The records maintained by the Trustee as to amounts deposited into the Project Fund or principal amounts paid on the Bonds shall be the official records of the Cumulative Outstanding Principal Amount for all purposes, absent manifest error, and shall be in substantially the form of the Table of Cumulative Outstanding Principal Amount as set out in the form of Bonds in Exhibit C hereto. If any moneys are deposited by the Trustee into the Project Fund, then the Trustee shall provide a statement of receipts and disbursements with respect thereto to the City and the Company on a monthly basis. After the Project Equipment has been acquired and installed and the certificate of payment of all costs is filed as provided in Section 4.5 of the Lease and Section 504 hereof, the Trustee, to the extent it has not already done so pursuant to this Section or Section 1012 hereof, shall file a final statement of receipts and disbursements with respect thereto with the City and the Company. Section 209. Authorization of Additional Bonds. (a) Additional Bonds may be issued under and equally and ratably secured by this Indenture on a parity (except as otherwise provided in this Section) with the Bonds and any other Additional Bonds at any time and from time to time, upon compliance with the conditions set forth in this Section for any of the following purposes: (1) to provide funds to pay the costs of completing the Project, the total of such costs to be evidenced by a certificate signed by an Authorized Company Representative, (2) to provide -13- funds to pay all or any part of the costs of repairing, replacing or restoring the Project Equipment in the event of damage, destruction or condemnation thereto or thereof, (3) to provide funds to pay all or any part of the costs of the acquisition or installation of such additions to the Project Equipment as the Company may deem necessary or desirable and as will not impair the nature of the Project as a "project" within the meaning and purposes of the Act, and (4) to provide funds for refunding all or any part of the Bonds of any series then Outstanding, including the payment of any premium thereon and interest to accrue to the designated redemption date and any expenses in connection with such refunding. (b) Before any Additional Bonds are issued under the provisions of this Section, the City shall pass an ordinance (1) authorizing the issuance of such Additional Bonds, fixing the principal amount thereof and describing the purpose or purposes for which such Additional Bonds are being issued, (2) authorizing the City to enter into a Supplemental Indenture for the purpose of issuing such Additional Bonds and establishing the terms and provisions of such series of Bonds and the form of the bonds of such series, (3) authorizing the City to enter into a Supplemental Lease Agreement with the Company to provide for lease payments at least sufficient to pay the principal of, redemption premium, if any, and interest on the Bonds and Additional Bonds then to be Outstanding (including the Additional Bonds to be issued) as the same become due, and to extend the term of the Lease if the maturity of any of the Additional Bonds would otherwise occur after the expiration of the term of the Lease, (4) authorizing the City to enter into a supplemental performance agreement with the Company to provide for payments in lieu of taxes with respect to the property being financed by the Additional Bonds, and (5) providing for such other matters as are appropriate because of the issuance of the Additional Bonds, which matters, in the judgment of the City, are not prejudicial to the City or the owners of the Bonds previously issued. (c) Such Additional Bonds shall have the same general title as the Bonds, except for an identifying series letter or date, shall be dated, shall mature on such dates, shall be in such denominations, shall be numbered, shall bear interest at such rates not exceeding the maximum rate then permitted by law payable at such times, and shall be redeemable at such times and prices (subject to the provisions of Article III of this Indenture), all as provided by the Supplemental Indenture authorizing the issuance of such Additional Bonds. Except as to any difference in the date, the maturities, denominations, the rates of interest or the provisions for redemption, such Additional Bonds shall be on a parity with and shall be entitled to the same benefit and security of this Indenture as the Bonds and any other Additional Bonds. (d) Such Additional Bonds shall be executed in the manner set forth in Section 205 hereof and shall be deposited with the Trustee for authentication, but prior to or simultaneously with the authentication and delivery of such Additional Bonds by the Trustee, and as a condition precedent thereto, there shall be filed with the Trustee the following: (1) An original or certified copy of the ordinance passed by the City Council authorizing the issuance of such Additional Bonds and the execution of the Supplemental Indenture, Supplemental Lease, a supplement to the Performance Agreement and supplements to any other documents as may be necessary; (2) Original executed counterparts of the Supplemental Indenture, the Supplemental Lease Agreement and a supplement to the Performance Agreement; (3) A representation letter from the Purchaser in substantially the form attached as Exhibit D hereto; (4) A request and authorization to the Trustee on behalf of the City, executed by the Authorized City Representative, to authenticate the Additional Bonds and deliver the same to the Purchaser upon payment, for the account of the City, of the purchase price thereof specified in the -14- bond purchase agreement executed in connection with the purchase of the Additional Bonds. 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 Additional Bonds constitute valid and legally binding limited and special revenue obligations of the City; and (6) Such other certificates, statements, receipts, opinions and documents as the Trustee shall reasonably require for the delivery of the Additional Bonds. When the documents specified in this subsection have been filed with the Trustee, and when the Additional Bonds have been executed and authenticated as required by this Indenture, either: (1) The Purchaser shall pay the purchase price to the Trustee, and the Trustee shall endorse the Additional Bonds in an amount equal to the purchase price and then either hold the Additional Bonds in trust or if so directed in writing deliver the Additional Bonds to or upon the order of the Purchaser; or (2) The Company shall submit a requisition certificate in accordance with Section 4.4 of the Lease, in an amount equal to the purchase price of the Additional Bonds, and the Trustee shall authenticate and endorse the Additional Bonds in an amount equal to the purchase price and pursuant to Section 204(c) hereof either hold the Additional Bonds in trust for the Purchaser or if so directed in writing deliver the Bonds to the Purchaser (or another purchaser or assignee designated by the Purchaser). In either case, the Purchaser shall be deemed to have paid over to the Trustee, and the Trustee shall be deemed to have deposited an amount equal or up to the purchase price of any Additional Bonds. (e) When the documents specified above have been filed with the Trustee, and when such Additional Bonds have been executed and authenticated as required by this Indenture, the Trustee shall deliver such Additional Bonds to or upon the order of the Purchaser thereof, but only upon payment to the Trustee of the purchase price of such Additional Bonds. The proceeds of the sale of such Additional Bonds (except Additional Bonds issued to refund Outstanding Bonds), including accrued interest and premium thereon, if any, shall be immediately paid over to the Trustee and shall be deposited and applied by the Trustee as provided in Article V hereof and in the Supplemental Indenture authorizing the issuance of such Additional Bonds. The proceeds of all Additional Bonds issued to refund Outstanding Bonds (excluding accrued interest and premium, if any, which shall be deposited in a separate account in the Debt Service Fund) shall be deposited by the Trustee, after payment or making provision for payment of all expenses incident to such financing, to the credit of a special trust fund, appropriately designated, to be held in trust for the sole and exclusive purpose of paying the principal of, premium, if any, and interest on the Bonds to be refunded, as provided in herein and in the Supplemental Indenture authorizing the issuance of such refunding Bonds. Section 210. Mutilated, Lost, Stolen or Destroyed Bonds. If any Bond becomes mutilated, or is lost, stolen or destroyed, the City 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 City and the Trustee evidence of such loss, theft or destruction satisfactory to the Trustee, together with indemnity satisfactory to the Trustee to save, defend and hold each of the City and the Trustee harmless. If any such Bond has -15- matured, instead of delivering a substitute Bond, the Trustee may pay the same without surrender thereof. Upon the issuance of any substitute Bond, the City and the Trustee may require the payment of an amount sufficient to reimburse the City 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 211. 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 in accordance with applicable laws and regulations and the Trustee's policies and practices. The Trustee shall execute a certificate describing the Bonds so destroyed, and shall file executed counterparts of such certificate with the City and the Company. ARTICLE III REDEMPTION OF BONDS Section 301. Redemption of Bonds. (a) The Bonds are subject to redemption and payment at any time before the stated maturity thereof, at the option of the Company, on behalf of the City, and upon written instructions from the Company, (1) in whole, if the Company exercises its option to purchase the Project Equipment and deposits an amount sufficient to effect such purchase pursuant to the Lease on the applicable redemption date, or (2) in part, if the Company prepays additional Basic Rent pursuant to the Lease. If only a portion of the Bonds are to be redeemed, the Trustee shall keep a record of the amount of Bonds to remain outstanding following such redemption. Any redemption of Bonds pursuant to this paragraph shall be at a redemption price equal to the par value thereof being redeemed, plus accrued interest thereon, without premium or penalty, to the redemption date. Any redemption and payment of the Bonds shall account for any permitted set-off as set forth in Section 5.1 of the Lease. (b) The Bonds are subject to mandatory redemption, in whole or in part, to the extent of amounts deposited in the Bond Fund pursuant to Sections 9.1(d) or 9.2(c) of the Lease, in the event of substantial damage to or destruction or condemnation of substantially all of the Project Equipment. Bonds to be redeemed pursuant to this paragraph shall be called for redemption by the Trustee on the earliest practicable date for which timely notice of redemption may be given as provided hereunder. Any redemption of Bonds pursuant to this paragraph shall be at a redemption price equal to the par value thereof being redeemed, plus accrued interest thereon, without premium or penalty, to the redemption date. Before giving notice of redemption to the Owners pursuant to this paragraph (b), money in an amount equal to the redemption price shall have been deposited in the Bond Fund. (c) At its option, the Purchaser may deliver to the Trustee for cancellation any Bonds owned by the Purchaser and not previously paid, and the Company shall receive a credit against the amounts payable by the Company for the redemption of such Bonds in an amount equal to the principal amount of the Bonds so tendered for cancellation, plus accrued interest. -16- Section 302. Effect of Call for Redemption. Before or on the date fixed for redemption, funds, Government Securities, or a combination thereof, 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. If the Bonds are fully redeemed before maturity and an amount of money equal to the Trustee's and the Paying Agent's agreed to fees and expenses hereunder accrued and to accrue in connection with such redemption is paid or provided for, the City shall, at the Company's direction, deliver to the Company the items described in Section 11.2 of the Lease. Section 303. Notice of Redemption. If the Bonds are to be called for redemption as provided in Section 301(a) hereof, the Company shall deliver written notice to the City and the Trustee that it has elected to redeem all or a portion of the Bonds at least 40 days (10 days if the Purchaser is the Owner) prior to the scheduled redemption date. The Trustee shall then deliver written notice to the Owners at least 30 days (five days if the Purchaser is the Owner) prior to the scheduled redemption date by facsimile or by first-class mail stating the date upon which the Bonds will be redeemed and paid, unless such notice period is waived by the Owners in writing. ARTICLE IV FORM OF BONDS Section 401. Form Generally. The Bonds and the Trustee's Certificate of Authentication to be endorsed thereon shall be issued in substantially the forms set forth in Exhibit C. 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 Funds. There are hereby created and ordered to be established in the custody of the Trustee the following separate special trust funds in the name of the City: (a) "City of Jefferson, Missouri, Project Fund -- Modern Litho -Print Co." (herein called the "Project Fund"); and (b) "City of Jefferson, Missouri, Costs of Issuance Fund -- Modern Litho -Print Co." (herein called the "Costs of Issuance Fund"). Upon the issuance of a series of Additional Bonds, if any, the Trustee shall create separate special trust funds similar to those set forth above for said series of Additional Bonds. Section 502. Deposits into the Project Fund. The proceeds of the sale of the Bonds (whether actually paid or deemed paid under Section 208(d) and (e) or Section 209(d) hereof), including Additional Payments provided for in the Bond Purchase Agreement, when received, excluding such -17- 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 purchasing and installing the Project Equipment shall pursuant to any directions from the Person depositing such moneys also be deposited into the Project Fund. Section 503. Disbursements from the Project Fund. (a) The moneys in the Project Fund shall be disbursed or shall be deemed to be disbursed by the Trustee for the payment of, or reimbursement to the Company (or any other party that has made payment on behalf of the Company) for payment of, Project Costs upon receipt of requisition certificates signed by the Company in accordance with the provisions of Article IV of the Lease. The Trustee hereby covenants and agrees to disburse such moneys in accordance with such provisions. (b) If, pursuant to Section 208(d) or (e) or Section 209(d) hereof, the Trustee is deemed to have deposited into the Project Fund the amount specified in the requisition certificates submitted by the Company to the Trustee in accordance with the provisions of Article IV of the Lease, the Trustee shall upon endorsement of the Bonds in an equal amount be deemed to have disbursed such funds from the Project Fund to the Company (or such other purchaser designated by the Company) in satisfaction of the requisition certificate. If the Trustee is holding the Bonds, such deemed disbursement will be deemed to have been made on the date the Trustee endorses the Bond with respect to such additional amount. (c) In paying any requisition under this Section, the Trustee may rely as to the completeness and accuracy of all statements in such requisition certificate if such requisition certificate is signed by the Authorized Company Representative. If the City 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 City. The City hereby authorizes and directs the Trustee to make disbursements in the manner and as provided for by the aforesaid provisions of the Lease. Section 504. Completion of the Project . The completion of the of the Project and payment of all costs and expenses incident to the acquisition of the Project Equipment 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 transferred by the Trustee to and deposited in the Bond Fund and applied as provided in Section 4.6 of the Lease. Section 505. Deposits into and Disbursements from the Costs of Issuance Fund. Money deposited by the Company in the Costs of Issuance Fund shall be used solely to pay costs of issuing the Bonds or refunded to the Company as hereinafter provided. The Trustee shall without further authorization disburse from the Costs of Issuance Fund, to the extent available, money sufficient to pay the amounts shown in a closing memorandum provided to the Trustee on or before the date of delivery of the Bonds, which shall have attached thereto the statements, invoices and related items described in said closing memorandum. The Trustee may rely conclusively on the amounts due as shown in the closing memorandum and will not be required to make any independent inspection or investigation in connection therewith. Any of such money not used to pay costs of issuance by March 1, 2019 shall be refunded to the Company. Section 506. Disposition Upon Acceleration. If the principal of the Bonds has become due and payable pursuant to Section 902 hereof, upon the date of payment by the Trustee of any moneys due as hereinafter provided in Article IX, any balance remaining in the Project Fund shall without further authorization be deposited in the Bond Fund by the Trustee, with advice to the City and to the Company of such action. -18- 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 City to be designated the "City of Jefferson, Missouri, Bond Fund -- Modern Litho -Print Co., Series 2019" (herein called the "Bond Fund"). Section 602. Deposits Into the Bond Fund. The Trustee shall deposit into the Bond Fund, as and when received, (a) all accrued interest on the Bonds, if any, paid by the Purchaser; (b) all Basic Rent payable by the Company to the City specified in Section 5.1 of the Lease; (c) any Additional Rent payable by the Company specified in Section 5.2 of the Lease; (d) any amount in the Project Fund to be transferred to the Bond Fund pursuant to Section 504 hereof upon completion of the Project or pursuant to Section 506 hereof upon acceleration of the Bonds; (e) 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; (f) the amounts to be deposited in the Bond Fund pursuant to Sections 9.1(d) and 9.2(c) of the Lease; (g) all interest and other income derived from investments of Bond Fund moneys as provided in Section 702 hereof; and (h) 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. Unless the Company is exercising its right of offset pursuant to Section 5.1 of the Lease, the Trustee shall notify the Company in writing, at least 15 days prior to each date on which a payment is due under Section 5.1 of the Lease, of the amount that is payable by the Company pursuant to such Section. Section 603. Application of Moneys in the Bond Fund. (a) Except as provided in Section 605 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 City. (b) The City 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 City covenants and agrees, upon request of the Company, 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 Company. 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 Company 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 -19- of Bonds theretofore matured or called for redemption and past due interest, if any, in all cases when such Bonds have not been presented for payment. (d) 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 City and any Paying Agent and any other amounts required to be paid under this Indenture, the Lease and the Performance Agreement, all amounts remaining in the Bond Fund shall be paid to the Company upon the expiration or sooner termination of the Lease. (e) Notwithstanding anything contained herein or in the Lease to the contrary, if the Purchaser, or any other affiliate of the Company, is the Owner of all of the Bonds Outstanding, payments of principal and interest on the Bonds may be made via a transaction entry on the trust records held by the Trustee and the Paying Agent without requiring the Company to wire or otherwise transfer any moneys to such Owner. Section 604. Payments Due on Days Other Than Business Days. 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 is not a Business Day, 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 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. If any Bond is not 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 City to the Owner thereof for the payment of such Bond shall forthwith cease, determine and 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 is not presented for payment within one year following the date when such Bond becomes due, whether by maturity or otherwise, the Trustee shall without liability for interest thereon repay to the Company the funds theretofore held by it for payment of such Bond, and such Bond shall, subject to the defense of any applicable statute of limitation, thereafter be an unsecured obligation of the Company, and the Owner thereof shall be entitled to look only to the Company for payment, and then only to the extent of the amount so repaid, and the Company shall not be liable for any interest thereon and shall not be regarded as a trustee of such money. ARTICLE VII 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 on any moneys received hereunder except such as may be agreed upon in writing. -20- 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 Company, signed by the Authorized Company 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. If the Company fails to provide written directions concerning investment of moneys held in the Project Fund and the Bond Fund, the Trustee is authorized to invest in such money market funds which are 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. The Trustee is specifically authorized to implement its automated cash investment system to assure that cash on hand is invested and to charge its normal cash management fees and cash sweep account fees, which may be deducted from income earned on investments; provided that any such fees shall not exceed the interest income on the investment. 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) hereof 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. 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 hereof 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 City covenants and agrees that it will, but solely from the rents, revenues and receipts derived from the Project Equipment and the Lease 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. Nothing herein shall be construed as requiring the City to operate the Project Equipment 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 Equipment. Section 802. Authority to Execute Indenture and Issue Bonds. The City covenants that it is duly authorized under the Constitution and laws of the State 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 City according to the import thereof. Section 803. Performance of Covenants. The City 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 -21- action as it deems appropriate to enforce all such covenants, undertakings, stipulations and provisions of the City hereunder. Section 804. Instruments of Further Assurance. The City 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 City 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 Equipment or the rents, revenues and receipts derived therefrom or from the Lease, or of its rights under the Lease. Section 805. Recordings and Filings. The City shall cause to be kept and filed all financing statements, and hereby directs and authorizes the Trustee to file or cause to be kept and filed continuation statements with respect to such originally filed financing statements related to this Indenture and all supplements hereto in order to fully preserve and protect the security of the Owners and the rights of the Trustee hereunder. The City will cooperate in causing this Indenture and all Supplemental Indentures, the Lease and all Supplemental Leases and all other security instruments to be recorded and filed, as may be applicable, 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 and the rights of the Trustee hereunder. The Trustee shall file continuation statements to the financing statements under the Uniform Commercial Code of the State, with the appropriate filing office of the State, in such manner as may be required by the Uniform Commercial Code of the State. The Company shall be responsible for the reasonable fees and costs, including fees and costs of counsel or other experts, incurred by the Trustee in the preparation and filing of all continuation statements hereunder. Notwithstanding anything to the contrary contained herein, the Trustee shall not be responsible for any initial, amendment, or other filings of any financing statements or the information contained therein (including the exhibits thereto), the perfection of any such security interests, or the accuracy or sufficiency of any description of collateral in such initial filings or for filing any modifications or amendments to the initial filings or any amendments or other changes to Article 9 of the Uniform Commercial Code of the State. The Trustee shall be fully protected in relying on information with respect to such initial filing delivered to it by or on behalf of the City or the Company, as applicable, and descriptions in filing any continuation statements required. Section 806. Inspection of Project Books. The City covenants and agrees that all books and documents in its possession relating to the Project Equipment and the rents, revenues and receipts derived from the Project Equipment shall at all times be open to inspection by such accountants or other agencies as the Trustee may from time to time designate. Section 807. Enforcement of Rights Under the Lease. The City covenants and agrees that it will enforce all of its rights and all of the obligations of the Company (at the expense of the Company) under the Lease to the extent necessary to preserve the Project Equipment in good repair and reasonably safe operating condition, and to protect the rights of the Trustee and the Owners hereunder with respect to the pledge and assignment of the rents, revenues and receipts coming due under the Lease; provided that, the City and the Trustee, as its assignee, shall refrain from enforcing any such right or obligation (except for the rights of the City or the Trustee to receive payments owing to either of them for their own account under the Indenture, the Lease, the Performance Agreement or any other agreement related to the Bonds 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 City agrees that the Trustee, as assignee of the rentals and other amounts to be received by the City and paid by the Company under the Lease, or in its name or in the name of the City, may enforce all rights of the City to receive such rentals and other amounts and all obligations of the Company to pay such rentals and other -22- amounts under and pursuant to the Lease for and on behalf of the Owners, whether or not the City is in default hereunder. So long as not otherwise provided in this Indenture, the Company shall be permitted to possess, use and enjoy the Project Equipment and appurtenances so as to carry out its obligations under the Lease. 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 any date fixed for redemption thereof; (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 any date fixed for redemption thereof; or (c) 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 City, the Company, the Trustee or by the Owners of 25% in aggregate principal amount of all Bonds Outstanding to the Company or the City (as the case may be), and the Company or the City (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, 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 Company or the City (as the case may be) within such period and diligently pursued until the default is corrected. Section 902. Acceleration of Maturity in Event of Default. If an Event of Default has occurred and is continuing after the notice and cure period described in Section 901 elapses, the Trustee may, and upon the written request of the Owners of not less than 25% in aggregate principal amount of Bonds then Outstanding, shall, by notice in writing delivered to the City and the Company, declare the principal of all Bonds then Outstanding and the interest accrued thereon immediately due and payable, and such principal and interest and all other amounts due hereunder 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 has occurred and is continuing after the notice and cure period described in Section 901 hereof elapses, the City, upon demand of the Trustee, shall forthwith surrender the possession of, and it shall be lawful for the Trustee, by such officer or agent as it may appoint, to take possession of all or any part of the Trust Estate, together with the books, papers and accounts of the City pertaining thereto, and including the rights and the position of the City under the Lease, and to hold, operate and manage the same, and from time to time make all needful repairs and improvements. The Trustee may lease the Project Equipment or any part thereof, in the name and for account of the City, 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, its agents and counsel, (b) any reasonable charges of the -23- Trustee hereunder, (c) any taxes and assessments and other charges prior to the lien of this Indenture, (d) all expenses of such repairs and improvements, and (e) any amounts payable under the Performance Agreement. 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 has been paid and all defaults cured, the Trustee shall surrender possession of the Trust Estate to the City, 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 City and the Company a summarized statement of receipts and expenditures in connection therewith. Section 904. Appointment of Receivers in Event of Default. If an Event of Default has occurred and is continuing after the notice and cure period described in Section 901 hereof elapses, and upon the filing of a suit or other commencement of judicial proceedings to enforce the rights of the Trustee and of the Owners under 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 and interest on the Bonds then Outstanding and all other amounts due hereunder, and to enforce and compel the performance of the duties and obligations of the City or the Company as herein set forth or as set forth in the Lease, respectively. (b) If an Event of Default has occurred and is continuing after the notice and cure period described in Section 901 elapses, and if requested in writing to do so by (1) the City (in the case of an Event of Default pursuant to Section 12.1(b), (c), (d) or (e) of the Lease), or (2) 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 and in the interests of the City or the Owners, as the case may be. (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, 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. Section 906. Limitation on Exercise of Remedies by Owners. No Owner shall have any right to institute any suit, action or proceeding in equity or at law for the enforcement of 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 Section 1001(h) or of which by said subsection the Trustee is deemed to have notice, (b) such default has become an Event of Default, (c) the Owners of 25% in aggregate principal amount of Bonds then Outstanding have made written request to the Trustee, have offered it reasonable opportunity either to proceed for such reasonable period not to exceed 60 days following such notice and to exercise the powers hereinbefore granted or to institute such action, suit or proceeding in its own name, and have offered to the Trustee indemnity as provided in Section 1001(1) hereof, and (d) the Trustee thereafter fails or refuses 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 -24- 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 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 Owner to payment of the principal of and interest on any Bond at and after the maturity thereof or the obligation of the City 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 Owners to Direct Proceedings. (a) 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, to 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; 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. (b) Notwithstanding any provision in this Indenture to the contrary, including paragraph (a) of this Section, the Owners shall not have the right to control or direct any remedies hereunder upon an Event of Default under Section 12.1(b), (c), (d) or (e) of the Lease. 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 any obligations outstanding under the Performance Agreement, 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 and expenses) or amounts to be paid pursuant to Section 903 hereof, 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; SECOND -- To the payment to the Persons entitled thereof 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. -25- (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 a 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 City and the Trustee and any other amounts required to be paid under this Indenture and the Lease have been paid (including any amounts payable under the Performance Agreement), any balance remaining in the Bond Fund shall be paid to the Company as provided in Section 603 hereof. Section 909. Remedies Cumulative. No remedy by the terms of this Indenture conferred upon or reserved to the Trustee or to the Owners is intended to be exclusive of any other remedy, but each and every such remedy shall be cumulative and shall be in addition to any other remedy given to the Trustee or to the Owners 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. If the Trustee has 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 have been determined adversely, then and in every such case the City, the Company, the Trustee and the Owners 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 shall waive any Event of Default hereunder and its consequences and rescind any declaration of maturity of principal of and interest, if any, on the Bonds, and only upon the written request of the Owners of at least 50% in aggregate principal amount of all the Bonds then Outstanding, provided, however, that (1) there shall not be waived without the consent of the City an Event of Default hereunder arising from an Event of Default under Section 12.1(b), (c), (d) or (e) of the Lease, and (2) there shall not be waived without the consent of the Owners of all the Bonds 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, -26- and all reasonable expenses of the Trustee and the City (including attorneys' fees and expenses), 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 City, the Company, the Trustee and the Owners 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 and all rights, remedies and powers of the Trustee shall continue as if no such proceedings had been taken. ARTICLE X THE TRUSTEE Section 1001. Acceptance of the Trusts. The Trustee hereby accepts the trusts imposed upon it by this 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 or waiver of all Events of Default that 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 has occurred and is 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, affiliates, 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. The Trustee may conclusively rely upon and act or refrain from acting upon any opinion or advice of counsel, who may be counsel to the City or to the Company, 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 inaction by it taken or omitted to be taken in good faith in reliance upon such opinion or advice of counsel addressed to the City and the Trustee. (c) 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 except as provided in Section 805 hereof and in the Lease and particularly Section 10.8 thereof, for the recording or rerecording, filing or refiling of this Indenture or any security agreement in connection therewith (excluding the continuation of Uniform Commercial Code financing statements), or for insuring the Project Equipment or collecting any insurance moneys, or for the validity of the execution by the City 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. (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 -27- or pledgee of Bonds with the same rights that it would have if it were not Trustee. The Trustee shall not be accountable for the use or application by the City or the Company of the proceeds of any of the Bonds or of any money paid to or upon the order of the City or Company under any provision of this Indenture. (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 an Owner, 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 an Authorized Company 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 hereunder except failure by the City to cause to be made any of the payments to the Trustee required to be made in Article VI hereof, unless the Trustee is specifically notified in writing of such default by the City 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 Company'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 Equipment, and all books, papers and records of the City pertaining to the Project Equipment 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 Company as confidential. (j) 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 Equipment. (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 -28- terms hereof required, as a condition of such action by the Trustee deemed desirable for the purpose of establishing the right of the City to the authentication of any Bonds, the withdrawal of any cash, or the taking of any other action by the Trustee. (1) Notwithstanding anything in the Indenture or the Lease to the contrary, before taking any action under this Indenture other than the payments from moneys on deposit in the Project Fund or the Bond Fund, as provided herein, 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 relating to the conduct of, 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. 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 made or incurred by the Trustee in connection with such ordinary services. If it becomes necessary for the Trustee to perform extraordinary services, it shall be entitled to reasonable extra compensation therefor and to reimbursement for reasonable 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 Company has agreed to pay to the Trustee all reasonable fees, charges and expenses of the Trustee under this Indenture. The Trustee agrees that the City shall have no liability for any reasonable fees, charges and expenses of the Trustee, and the Trustee agrees to look only to the Company 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 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. Section 1003. Notice to Owners if Default Occurs. If a default occurs of which the Trustee is by Section 1001(h) hereof required to take notice or if notice of default is 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 corporate trust office of the Trustee. Section 1004. Intervention by the Trustee. In any judicial proceeding to which the City is a party and which, in the opinion of the Trustee and its counsel, has a substantial bearing on the interests of Owners, the Trustee may intervene on behalf of Owners and, subject to the provisions of Section 1001(1) hereof, 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 Company, 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 -29- 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 City, the Company and the Owners, and such resignation shall take effect at the end of such 30 days, or upon the earlier appointment of a successor Trustee by the Owners or by the City; provided, however, that in no event shall the resignation of the Trustee or any successor trustee become effective until such time as a successor trustee has been appointed and has accepted the appointment. If no successor has been appointed and accepted the appointment within 30 days after the giving of such notice of resignation, the Trustee may, at the Company's expense, petition any court of competent jurisdiction for the appointment of a successor Trustee. 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 (a) delivered to the Trustee, the City and the Company and signed by the Owners of a majority in aggregate principal amount of Bonds then Outstanding, or (b) so long as no Event of Default under this Indenture or the Lease shall have occurred and be continuing, delivered to the Trustee, the City and the Owners and signed by the Company. Section 1008. Appointment of Successor Trustee. If the Trustee hereunder resigns or is removed, or otherwise becomes incapable of acting hereunder, or if it is taken under the control of any public officer or officers or of a receiver appointed by a court, a successor Trustee (a) reasonably acceptable to the City may be appointed by the Company (so long as no Event of Default has occurred and is continuing), or (b) reasonably acceptable to the City and the Company 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 City, 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 in the manner above provided. Any such temporary Trustee so appointed by the City shall immediately and without further acts be superseded by the successor Trustee so appointed as provided above. 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, or whose obligations are guaranteed by a financial institution having, a reported capital, surplus and undivided profits of not less than $50,000,000. If no successor Trustee has been so appointed and accepted appointment in the manner herein provided, the Trustee or any Owner may petition any court of competent jurisdiction for the appointment of a successor Trustee, until a successor shall have been appointed as above provided. 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 City and the Company 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 and the duties and obligations of such predecessor hereunder shall thereafter cease and terminate; but such predecessor shall, nevertheless, on the written request of the City, 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 -30- as Trustee hereunder to its successor. Should any instrument in writing from the City be required by any predecessor or successor Trustee for more fully and certainly vesting in such successor the trusts, powers, rights, obligations, duties, remedies, immunities and privileges hereby vested in the predecessor, any and all such instruments in writing shall, on request, be executed, acknowledged and delivered by the City. Section 1010. Right of Trustee to Pay Taxes and Other Charges. If any tax, assessment or governmental or other charge upon, or insurance premium with respect to, any part of the Project Equipment 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 Owners 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 rate of 10.00% per annum, 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 Equipment, 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) 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 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) If 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 Company), 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 City 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 City. (d) If 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. Accounting. The Trustee shall render an annual accounting for the period ending December 31 of each year to the City, the Company and to any Owner requesting the same in -31- writing and, upon the written request of the Company or the Owner, a monthly accounting to the Company and the Owner, 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 assigned to it under the Lease. ARTICLE XI SUPPLEMENTAL INDENTURES Section 1101. Supplemental Indentures Not Requiring Consent of Owners. The City and the Trustee may from time to time, without the consent of or notice to any of the Owners, enter into such Supplemental Indenture or Supplemental Indentures as 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 which, in the judgment of the Trustee, is not to the material prejudice of the Trustee or the Owners (provided the Trustee may rely upon an opinion of counsel in exercising such judgement); (b) To grant to or confer upon the Trustee for the benefit of the Owners any additional rights, remedies, powers or authority that may lawfully be granted to or conferred upon the Owners or the Trustee or either of them; (c) To more precisely identify any portion of the Project Equipment or to add additional property thereto; (d) To conform the Indenture to amendments to the Lease made by the City and the Company; (e) To subject to this Indenture additional revenues, properties or collateral; or (f) To issue Additional Bonds as provided in Section 209 hereof. -32- Section 1102. Supplemental Indentures Requiring Consent of Owners. (a) Exclusive of Supplemental Indentures covered by Section 1101 hereof and subject to the terms and provisions contained in this Indenture, and not otherwise, the Owners of not less than a majority 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 City and the Trustee of such other Supplemental Indenture or Supplemental Indentures as shall be deemed necessary and desirable by the City 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 City requests 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 Owner 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 Owners. If within 60 days or such longer period as may be prescribed by the City following the mailing of such notice, the Owners of not less than a majority in aggregate principal amount of the Bonds Outstanding at the time of the execution of any such Supplemental Indenture shall have consented to and approved the execution thereof as herein provided, no Owner 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 City from executing the same or from taking any action pursuant to the provisions thereof. Section 1103. Company's Consent to Supplemental Indentures. Anything herein to the contrary notwithstanding, a Supplemental Indenture that affects any rights of the Company under this Article shall not become effective unless and until the Company shall have consented in writing to the execution and delivery of such Supplemental Indenture. The Trustee shall cause notice of the proposed execution and delivery of any Supplemental Indenture (regardless of whether it affects the Company's rights) together with a copy of the proposed Supplemental Indenture to be mailed to the Company at least 15 days prior to the proposed date of execution and delivery of the Supplemental Indenture. Section 1104. Opinion of Counsel. In executing, or accepting the additional trusts created by, any Supplemental Indenture permitted by this Article or the modification thereby of the trusts created by this Indenture, the Trustee and the City shall receive, and, shall be fully protected in relying upon, an opinion of counsel addressed and delivered to the Trustee and the City stating that the execution of such Supplemental Indenture is permitted by and in compliance with this Indenture and will, upon the execution and delivery thereof, be a valid and binding obligation of the City. The Trustee may, but shall not be obligated to, enter into any such Supplemental Indenture which affects the Trustee's rights, duties or immunities under this Indenture or otherwise. -33- ARTICLE XII SUPPLEMENTAL LEASES Section 1201. Supplemental Leases Not Requiring Consent of Owners. The City and the Trustee shall, without the consent of or notice to the Owners, consent to the execution of any Supplemental Lease or Supplemental Leases by the City and the Company 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 Equipment or add additional property thereto, (d) in connection with the issuance of Additional Bonds under Section 209 hereof, or (e) in connection with any other change therein which, in the judgment of the Trustee, does not materially and adversely affect the Trustee or security for the Owners (provided the Trustee may rely upon an opinion of counsel in exercising such judgement). Section 1202. Supplemental Leases Requiring Consent of Owners. Except for Supplemental Leases as provided for in Section 1201 hereof, neither the City nor the Trustee shall consent to the execution of any Supplemental Lease or Supplemental Leases by the City or the Company without the mailing of notice and the obtaining of the written approval or consent of the Owners of not less than a majority 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 City and the Company 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 corporate trust office of the Trustee for inspection by all Owners. If within 60 days or such longer period as may be prescribed by the City following the mailing of such notice, 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 Lease shall have consented to and approved the execution thereof as herein provided, no Owner 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 City from executing the same or from taking any action pursuant to the provisions thereof. Section 1203. Opinion of Counsel. In executing or consenting to any Supplemental Lease permitted by this Article, the City and the Trustee shall receive, and shall be fully protected in relying upon, an opinion of counsel addressed to the Trustee and the City stating that the executing of such Supplemental Lease is authorized or peanitted by the Lease and the applicable law and will upon the execution and delivery thereof be valid and binding obligations of the parties thereof. 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 have been paid in accordance with their terms or provision has been made for such payment, as provided in Section 1302 hereof, and provision also made for paying all other sums payable hereunder and under the Lease and the Performance Agreement, including the reasonable fees and expenses of the Trustee, the City 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. Thereupon, the Trustee shall cancel, discharge and -34- release this Indenture and shall upon the written request of the City or the Company execute, acknowledge and deliver to the City such instruments of satisfaction and discharge or release as shall be required to evidence such release and the satisfaction and discharge of this Indenture, and shall assign and deliver to the City (subject to the City's obligations under Section 11.2 of the Lease) 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 Company under Section 603 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 City 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 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) have been made or caused to be made in accordance with the terms thereof, or (2) have been provided for by depositing with the Trustee or other commercial bank or trust company having full trust powers and authorized to accept trusts in the State in trust and irrevocably set aside exclusively for such payment (i) moneys sufficient to make such payment or (ii) 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, or (3) have been provided for by surrendering the Bonds to the Trustee for cancellation. At such time as Bonds are deemed to be paid hereunder, as aforesaid, they 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 before 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 before 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 shall be applied to and used solely for the payment of the particular Bonds, 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 Owners. Any consent, request, direction, approval, objection or other instrument required by this Indenture to be signed and executed by the Owners may be in any number of concurrent writings of similar tenor and may be signed or executed by such Owners in Person or by agent appointed in writing. Proof of the execution of any such instrument or of the writing appointing any such agent and of the ownership of Bonds (other than the assignment of -35- ownership of a Bond) if made in the following manner, 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 acknowledgments within such jurisdiction that the Person signing such instrument acknowledged before him the execution thereof, or by affidavit of any witness to such execution. (b) The fact of ownership of Bonds and the amount or amounts, numbers and other identification of such Bonds, and the date of holding the same shall be proved by the registration books of the City 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, 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, 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 City, the Trustee, the Company or Owners if the same is duly mailed, postage prepaid, sent by overnight delivery or other delivery service or sent by facsimile: (a) To the City: City of Jefferson, Missouri 320 East McCarty Street Jefferson City, Missouri 65101 Attention: City Administrator Fax: (573) 634-6457 with a copy to: City Counselor City of Jefferson, Missouri 320 East McCarty Street Jefferson City, Missouri 65101 Fax: (573) 634-6457 (b) To the Trustee: UMB Bank, N.A. 928 Grand Boulevard, 12th Floor Kansas City, Missouri 64106 Attention: Corporate Trust Department Fax: (816) 860-3029 (c) To the Company: Modern Litho -Print Co. -36- 6009 Stertzer Road Jefferson City, Missouri 65101 Attention: Darrell Moore Fax: (573) 636-2655 (d) To the Owners if the same is duly mailed by first class, registered or certified 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 corporate trust office of the Trustee. All notices given by certified or registered mail as aforesaid shall be deemed fully given as of the date they are so mailed. All notices given by overnight delivery or other delivery service shall be deemed fully given as of the date when received. All notices given by facsimile shall be deemed fully given as of the date when received. A duplicate copy of each notice, certificate or other communication given hereunder by either the City or the Trustee to the other shall also be given to the Company. The City, the Company 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. 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 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. Section 1407. Electronic Storage. The parties agree that the transaction described herein may be conducted and related documents may be sent, received 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. [Remainder of page intentionally left blank.] -37- IN WITNESS WHEREOF, the City has caused this Indenture to be signed in its name and behalf by its City Manager and the seal of the City to be hereunto affixed and attested by the City Clerk, and to evidence its acceptance of the trusts hereby created, the Trustee has caused this Indenture to be signed in its name and behalf by its duly authorized officer, all as of the date first above written. CITY OF JEFFERSON, MISSOURI By: Name: Carrie Tergin Title: Mayor [SEAL] ATTEST: By: Name: Emily Donaldson Title: City Clerk Trust Indenture S-1 Modern Litho -Print Co. Project UMB BANK, N.A., as Trustee By: Name: Anthony P. Hawkins Title: Vice President [SEAL] ATTEST: By: Name: Tremaine B. Duarte Title: Assistant Secretary Trust Indenture S-2 Modern Litho -Print Co. Project EXHIBIT A DESCRIPTION OF PROJECT SITE The Project Site consists of the Company's existing manufacturing facility where the Project Equipment will be situated and installed, which facility is located at 6009 Stertzer Road in the City of Jefferson, Missouri. A-1 EXHIBIT B PROJECT EQUIPMENT All items machinery, equipment and other personal property located or to be located on the Project Site pursuant to Article IV hereof and paid for in whole or in part from the proceeds of Bonds (either directly or by reimbursement of the Company), and all replacements thereof and substitutions therefor made pursuant to the Lease. B-1 No. 1 EXHIBIT C FORM OF BONDS THIS BOND OR ANY PORTION HEREOF MAYBE TRANSFERRED, ASSIGNED OR NEGOTIATED ONLY AS PROVIDED IN THE HEREIN DESCRIBED INDENTURE. UNITED STATES OF AMERICA STATE OF MISSOURI CITY OF JEFFERSON, MISSOURI TAXABLE INDUSTRIAL DEVELOPMENT REVENUE BOND (MODERN LITHO -PRINT CO. PROJECT) SERIES 2019 Interest Rate Not to Exceed $5,000,000 Maturity Date Dated Date 5.00% December 1, 2028 December , 2019 OWNER: MODERN LITHO -PRINT CO. MAXIMUM PRINCIPAL AMOUNT: FIVE MILLION AND 00/100 THE CITY OF JEFFERSON, MISSOURI, a municipal corporation organized and existing under the laws of the State of Missouri (the "City"), for value received, promises to pay, but solely from the source hereinafter referred to, to the Owner named above, or registered assigns thereof, on the Maturity Date shown above, the principal amount shown above, or such lesser amount as may be outstanding hereunder as reflected on Schedule I hereto held by the Trustee as provided in the hereinafter referred to Indenture. The City agrees to pay such principal amount to the Owner 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 Owner hereof, either by check or draft mailed to the Owner at a stated address as it appears on the bond registration books of the City 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 per annum Interest Rate stated above, is payable in arrears on each December 1, commencing on December 1, 2019, and continuing thereafter until the earlier of the date on which said Cumulative Outstanding Principal Amount is paid in full or the Maturity Date. Interest on each advancement of the principal amount of this Bond shall accrue from the date that such advancement is made, computed on the basis of a year of 360 days consisting of 12 months of 30 days each. As used herein, the term "Cumulative Outstanding Principal Amount" means all Bonds outstanding under the terms of the hereinafter -defined Indenture, as reflected on Schedule I hereto maintained by the Trustee. C-1 THIS BOND is one of a duly authorized series of Bonds of the City designated "City of Jefferson, Missouri, Taxable Industrial Development Revenue Bonds (Modern Litho -Print Co. Project), Series 2019," in the maximum aggregate principal amount of $5,000,000 (the "Bonds"), to be issued for the purpose of acquiring and installing machinery and equipment (the "Project Equipment") at the existing manufacturing facility of Modern Litho -Print Co., a corporation organized and existing under the laws of the State of Missouri and authorized to do business in Missouri (the "Company") as well as an addition to such manufacturing facility, located on certain real property in the City (the "Project Site"). The City will lease the Project Equipment to the Company under the terms of a Lease Agreement dated as of December 1, 2019 (said Lease Agreement, as amended and supplemented from time to time in accordance with the provisions thereof, being herein called the "Lease"), between the City and the Company, all pursuant to the authority of and in full compliance with the provisions, restrictions and limitations of the Constitution and statutes of the State of Missouri, including particularly the Act, the charter of the City and pursuant to proceedings duly had by the Council of the City. THE BONDS are issued under and are equally and ratably secured and entitled to the protection given by a Trust Indenture dated as of December 1, 2019 (said Trust Indenture, as amended and supplemented from time to time in accordance with the provisions thereof, being herein called the "Indenture"), between the City and UMB Bank, N.A., Kansas City, Missouri, as trustee (the "Trustee"). Capitalized terms not defined herein shall have the meanings set forth in the Indenture. Subject to the terms and conditions set forth therein, the Indenture permits the City to issue Additional Bonds (as defined in the Indenture) secured by the Indenture on a parity with the Bonds. 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 City, the Trustee and the Owners, and the terms upon which the Bonds are issued and secured. THE BONDS are subject to redemption and payment at any time before the stated maturity thereof, at the option of the Company, on behalf of the City, and upon written instructions from the Company, (1) in whole, if the Company exercises its option to purchase the Project Equipment and deposits an amount sufficient to effect such purchase pursuant to the Lease on the applicable redemption date, or (2) in part, if the Company prepays additional Basic Rent pursuant to the Lease. Any redemption of Bonds pursuant to this paragraph shall be at a redemption price equal to the par value thereof being redeemed, plus accrued interest thereon, without premium or penalty, to the redemption date. THE BONDS are subject to mandatory redemption, in whole or in part, to the extent of amounts deposited in the Bond Fund pursuant to Sections 9.1(d) or 9.2(c) of the Lease, in the event of substantial damage to or destruction or condemnation of substantially all of the Project Equipment. Bonds to be redeemed pursuant to this paragraph shall be called for redemption by the Trustee on the earliest practicable date for which timely notice of redemption may be given as provided hereunder. Any redemption of Bonds pursuant to this paragraph shall be at a redemption price equal to the par value thereof being redeemed, plus accrued interest thereon, without premium or penalty, to the redemption date. Before giving notice of redemption to the Owners pursuant to this paragraph, money in an amount equal to the redemption price shall have been deposited in the Bond Fund. If the Bonds are to be called for optional redemption, the Company shall deliver written notice to the City and the Trustee that it has elected to redeem all or a portion of the Bonds at least 40 days (10 days if there is one Owner) prior to the scheduled redemption date. The Trustee shall then deliver written notice to the Owner of this Bond at least 30 days (five days if there is one Owner) before the scheduled redemption date by facsimile and by first-class mail stating the date upon which the Bonds will be redeemed and paid. C-2 THE BONDS, including interest thereon, are special obligations of the City and are payable solely out of the rents, revenues and receipts derived by the City from the Project Equipment and the Lease and not from any other fund or source of the City, and is secured by a pledge and assignment of the Project Equipment and of such rents, revenues and receipts, including all rentals and other amounts to be received by the City under and pursuant to the Lease, all as provided in the Indenture. The Bonds do not constitute a general obligation of the City or the State of Missouri, and neither the City nor said State shall be liable thereon, and the Bonds shall not constitute an indebtedness within the meaning of any constitutional, charter 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 Company directly to the Trustee for the account of the City and deposited in a special fund created by the City and designated the "City of Jefferson, Missouri, Bond Fund -- Modern Litho -Print Co." THE OWNER of this Bond shall have no right to enforce the provisions 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. THIS BOND is transferable, as provided in the Indenture, only upon the books of the City kept for that purpose at the above-mentioned office of the Trustee by the 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 Owner or such Person's duly authorized attorney, and thereupon a new fully registered Bond or Bonds, 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 City, 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 in the maximum principal amount of $5,000,000. 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. C-3 IN WITNESS WHEREOF, City of Jefferson, 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. CERTIFICATE OF AUTHENTICATION CITY OF JEFFERSON, MISSOURI This Bond is one of the Bonds of the issue described in the within -mentioned Indenture. Registration Date: UMB BANK, N.A., as Trustee By By: Mayor ATTEST: (Seal) Authorized Signatory City Clerk C-4 SCHEDULE I TABLE OF CUMULATIVE OUTSTANDING PRINCIPAL AMOUNT CITY OF JEFFERSON, MISSOURI TAXABLE INDUSTRIAL DEVELOPMENT REVENUE BOND (MODERN LITHO -PRINT CO. PROJECT) SERIES 2019 Bond No. 1 Date Principal Amount Principal Amount Advanced Redeemed Cumulative Outstanding Principal Amount Notation Made By C-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 attorney 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. Signature Guaranteed By: (Name of Eligible Guarantor Institution as defined by SEC Rule 17 Ad -15 (17 CFR 240.17 Ad -15)) By Title: C-6 EXHIBIT D FORM OF REPRESENTATION LETTER City of Jefferson, Missouri 320 East McCarty Street Jefferson City, Missouri 65101 Attention: City Administrator UMB Bank, N.A. 928 Grand Boulevard, 12th Floor Kansas City, Missouri 64106 Attention: Corporate Trust Department Re: $5,000,000 Maximum Principal Amount of Taxable Industrial Development Revenue Bonds (Modern Litho -Print Co. Project), Series 2019, of the City of Jefferson, Missouri Ladies and Gentlemen: In connection with the purchase of the above -referenced bonds (the "Bonds"), Modern Litho - Print Co., a Missouri corporation, as purchaser of the Bonds (the "Purchaser"), hereby represents, warrants and agrees as follows: 1. The Purchaser, on the date hereof, received from the City of Jefferson, Missouri (the "City") one registered bond designated Taxable Industrial Development Revenue Bond (Modern Litho - Print Co. Project), Series 2019, in the maximum aggregate principal amount of $5,000,000, numbered R-1, becoming due on December 1, 2028, or when called, and bearing interest at the rate set forth therein from its date of authentication until its principal amount is paid in full. 2. The Purchaser fully understands that (a) the Bonds have been issued under and pursuant to a Trust Indenture dated as of December 1, 2019 (the "Indenture"), between the City and UMB Bank, N.A. as trustee (the "Trustee"), and (b) the Bonds are payable solely out of certain rents, revenues and receipts to be derived from the leasing or sale of the Project Equipment (as defined in the Indenture) to Modern Litho -Print Co., a Missouri corporation (the "Company"), under a Lease Agreement dated as of December 1, 2019 (the "Lease"), between the City, as lessor, and the Company, as lessee, with certain of such rents, revenues and receipts being pledged and assigned by the City to the Trustee under the Indenture to secure the payment of the principal of and interest on the Bonds. 3. The Purchaser understands that the Bonds have not been registered under the Securities Act of 1933, as amended (the "1933 Act"), or the securities laws of any state and will be sold to the Purchaser in reliance upon certain exemptions from registration and in reliance upon the representations and warranties of Purchaser set forth herein. 4. The Purchaser understands that the Bonds are transferable only in the manner provided for in the Indenture and discussed below and warrants that it is acquiring the Bonds for its own account with the intent of holding the Bonds as an investment, and the acquisition of the Bonds is not made with a view toward its distribution or for the purpose of offering, selling or otherwise participating in a distribution of the Bonds. 5. The Purchaser agrees not to attempt to offer, sell, hypothecate or otherwise distribute the Bonds to others unless authorized by the terms of the Indenture and upon receipt of any required opinion D-1 of counsel acceptable to the City, the Company, the Trustee and the purchaser that all registration and disclosure requirements of the Securities and Exchange Commission and all other appropriate federal and Missouri securities laws and the securities law of any other applicable state are complied with. 6. The Company has (a) furnished to the Purchaser such information about itself as Purchaser deems necessary in order for it to make an informed investment decision with respect to the purchase of the Bonds, (b) made available to the Purchaser, during the course of this transaction, ample opportunity to ask questions of, and to receive answers from, appropriate officers of the City and the terms and conditions of the offering of the Bonds, and (c) provided to the undersigned all additional information which it has requested. 7. The Purchaser acknowledges that no offering document has been prepared in connection with the sale of the Bonds. The Purchaser further acknowledges that it has timely received in satisfactory form and manner all proceedings, certificates, opinions, letters and other documents required to be submitted to the Purchaser pursuant to the Bond Purchase Agreement prior to or on the date of the delivery of and payment for the Bonds, and that the City and the Company have in all respects complied with and satisfied all of their respective obligations to the Purchaser which are required under the Bond Purchase Agreement to be complied with and satisfied on or before such date. 8. The Purchaser is now, and was when it agreed to purchase the Bonds, familiar with the operations of the Company and fully aware of the terms and risks of the Bonds and that Purchaser is relying on its own knowledge and investigation of facts and circumstances relating to the purchase of the Bonds. Purchaser believes that the Bonds being acquired are a security of the type that Purchaser wishes to purchase and hold for investment and that the nature and amount thereof are consistent with its investment program. 9. The Purchaser is fully aware of and satisfied with (a) the current status of the title to the Project Equipment and any issues related thereto and (b) the terms, amounts and providers of the insurance maintained pursuant to Article VII of the Lease, and the undersigned is purchasing the Bonds with full knowledge of such matters. 10. The Purchaser understands and agrees that the interest on the Bonds is subject to federal and state income taxation. 11. The Purchaser hereby directs the Trustee to hold the Bonds in trust pursuant to Section 204(c) of the Indenture. 12. The Purchaser has been furnished with copies of the Indenture and the Lease and the legal approving opinion of Bond Counsel. Dated: , 20 [PURCHASER OF BONDS] By: Name: Title: D-2 Approval Version CITY OF JEFFERSON, MISSOURI, As Lessor, AND MODERN LITHO -PRINT CO., As Lessee LEASE AGREEMENT Dated as of December 1, 2019 Relating to: $5,000,000 (Aggregate Maximum Principal Amount) City of Jefferson, Missouri Taxable Industrial Development Revenue Bonds (Modern Litho -Print Co. Project) Series 2019 The interest of the City of Jefferson, Missouri (the "City"), in this Lease Agreement has been pledged and assigned to UMB Bank, N.A., Kansas City, Missouri, as Trustee under the Trust Indenture dated as of December 1, 2019, between the City 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. 2 Section 1.3. Acceptance of Indenture 3 Section 1.4. Date of Lease 3 ARTICLE II REPRESENTATIONS Section 2.1. Representations by the City. 3 Section 2.2. Representations by the Company 4 ARTICLE III GRANTING PROVISIONS Section 3.1. Granting of Leasehold Estate 5 Section 3.2. Lease Term 5 Section 3.3. Possession and Use of the Project Equipment. 5 Section 3.4. Title to the Project Equipment 5 ARTICLE IV PURCHASING AND INSTALLING OF THE PROJECT EQUIPMENT Section 4.1. Issuance of the Bonds. 6 Section 4.2. Purchase and Installation of the Project Equipment. 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 8 Section 4.7. Project Equipment Property of City. 8 Section 4.8. Personal Property Purchased by the Company. 8 Section 4.9. Environmental Matters. 8 ARTICLE V RENT PROVISIONS Section 5.1. Basic Rent. 9 Section 5.2. Additional Rent 10 Section 5.3. Obligations of Company Absolute and Unconditional. 10 Section 5.4. Prepayment of Basic Rent 11 ARTICLE VI MAINTENANCE, TAXES AND UTILITIES Section 6.1. Maintenance and Repairs 11 Section 6.2. Taxes, Assessments and Other Governmental Charges. 11 Section 6.3. Utilities 12 Section 6.4. Property Tax Exemption. 12 ARTICLE VH INSURANCE Section 7.1. Insurance Generally. 12 Section 7.2. Property Insurance. 12 Section 7.3. Commercial General Liability Insurance 13 Section 7.4. Workers' Compensation 13 Section 7.5. Blanket Insurance Policies; Self -Insurance 13 Section 7.6. Sovereign Immunity 13 ARTICLE VIII ALTERATION OF THE PROJECT EQUIPMENT Section 8.1. Additions, Modifications and Improvements to the Project Equipment 14 Section 8.2. Removal and Replacement of Portions of the Project Equipment 14 Section 8.3. [Reserved] 15 Section 8.4. Permits and Authorizations. 15 Section 8.5. Mechanics' Liens. 15 ARTICLE IX DAMAGE, DESTRUCTION AND CONDEMNATION Section 9.1. Damage or Destruction. 16 Section 9.2. Condemnation. 17 Section 9.3. Bondowner Approval 18 ARTICLE X SPECIAL COVENANTS Section 10.1. No Warranty of Condition or Suitability by the City; Exculpation and Indemnification 18 Section 10.2. Surrender of Possession. 18 Section 10.3. City's Right of Access to the Project Equipment. 18 Section 10.4. Permitted Encumbrances; Equipment Financing Documents. 18 Section 10.5. Indemnification of City and Trustee. 20 Section 10.6. Depreciation, Investment Tax Credit and Other Tax Benefits. 22 Section 10.7. Company to Maintain its Corporate Existence. 22 Section 10.8. Security Interests 22 ARTICLE XI OPTION AND OBLIGATION TO PURCHASE THE PROJECT EQUIPMENT Section 11.1. Option to Purchase the Project Equipment. 22 Section 11.2. Conveyance of the Project Equipment 23 Section 11.3. Relative Position of Option and Indenture 24 Section 11.4. Obligation to Purchase the Project Equipment. 24 Section 11.5. Right of Set -Off 24 ARTICLE XII DEFAULTS AND REMEDIES Section 12.1. Events of Default. 24 Section 12.2. Remedies on Default 25 Section 12.3. Survival of Obligations. 25 Section 12.4. Performance of the Company's Obligations by the City 26 Section 12.5. Rights and Remedies Cumulative. 26 Section 12.6. Waiver of Breach. 26 Section 12.7. Trustee's Exercise of the City's Remedies 26 ARTICLE XIII ASSIGNMENT AND SUBLEASE Section 13.1. Assignment; Sublease. 26 Section 13.2. Assignment of Revenues by City. 27 Section 13.3. Restrictions on Sale or Encumbrance of Project by City. 27 ARTICLE XIV AMENDMENTS, CHANGES AND MODIFICATIONS Section 14.1. Amendments, Changes and Modifications. 28 Section Section Section Section Section Section Section Section Section Section Section ARTICLE XV MISCELLANEOUS PROVISIONS 15.1. Notices. 28 15.2. City Shall Not Unreasonably Withhold Consents and Approvals 28 15.3. Net Lease. 28 15.4. Limitation on Liability of City 28 15.5. Governing Law. 28 15.6. Binding Effect. 29 15.7. Severability. 29 15.8. Electronic Storage 29 15.9. Performance by Company 29 15.10. Execution in Counterparts 29 15.11. Complete Agreement 29 Signatures and Seals S-1 Exhibit A: Description of the Project Site Exhibit B: Project Equipment Exhibit C: Form of Requisition Certificate Appendix I: Performance Agreement (iv) LEASE AGREEMENT THIS LEASE AGREEMENT, dated as of December 1, 2019 (the "Lease"), between the CITY OF JEFFERSON, MISSOURI, a home rule charter city and municipal corporation organized and existing under the laws of the State of Missouri, as lessor (the "City"), and MODERN LITHO -PRINT CO., a Missouri corporation, as lessee (the "Company"); RECITALS: 1. The City is authorized under Article VI, Section 27(b) of the Missouri Constitution and Sections 100.010 through 100.200 of the Revised Statutes of Missouri, as amended (the "Act"), to purchase, construct, extend and improve certain "projects" (as defined in Section 100.010 of 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 City shall deem advisable. 2. The Council of the City adopted Resolution 2019-5 on August 5, 2019, expressing the official intent of the City to issue industrial development revenue bonds under the Act in a principal amount not to exceed $5,000,000 to finance an economic development project for the Company (the "Project"), consisting of acquiring a printing press and other support equipment (the "Project Equipment," as more fully described on Exhibit B hereto) to be installed at the Company's existing manufacturing facility located at 6009 Stertzer Road in the City (the "Project Site," as more fully described on Exhibit A hereto). 3. Following notice to affected taxing jurisdictions in accordance with Section 100.059.1 of the Act, the Council of the City adopted Ordinance No. on December 2, 2019 (the "Ordinance"), (a) approving a plan for the Project (the "Plan") and (b) authorizing the issuance of $5,000,000 maximum aggregate principal amount of Taxable Industrial Development Revenue Bonds (Modern Litho -Print Co. Project), Series 2019 (the "Bonds"), to pay the costs of the Project. 4. Pursuant to the Ordinance, the City is authorized to execute and deliver (a) the Trust Indenture dated as of December 1, 2019 (the "Trust Indenture"), between the City and UMB Bank, N.A., as bond trustee (the "Trustee"), for the purpose of issuing and securing the Bonds, (b) this Lease with the Company, as lessee, under which the City, as lessor, will cause the Company to acquire and install the Project Equipment and will lease the Project Equipment to the Company, in consideration of rental payments to be paid by the Company which will be sufficient to pay the principal of and interest on the Bonds, and (c) the Performance Agreement dated as of December 1, 2019 (the "Performance Agreement"), between the City and the Company, for the purpose of setting forth the terms and conditions of the Project Equipment's exemption from ad valorem personal property taxes and certain payments in lieu of taxes to be made by the Company with respect to the Project Equipment. 5. Pursuant to the foregoing, the City desires to lease the Project Equipment to the Company and the Company desires to lease the Project Equipment from the City, 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 City and the Company do hereby represent, covenant and agree as follows: ARTICLE I DEFINITIONS Section 1.1. Definitions of Words and Terms. In addition to any capitalized 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, the following capitalized words and terms as used in this Lease shall have the following meanings: "Environmental Law" means and includes the Comprehensive Environmental Response, Compensation and Liability Act of 1980, the Resource Conservation and Recovery Act, the Superfund Amendments and Reauthorization Act of 1986, any other "Superfund" or "Superlien" law, or any other federal, state or local statute, law, ordinance, code, rule, regulation, order or decree regulating, relating to, or imposing liability or standards of conduct concerning any Hazardous Materials, as now or at any time hereafter in effect. "Equipment Financing" means any financings which the Company may undertake with an Equipment Lender with respect to the Project Equipment or any portion thereof. "Equipment Financing Documents" means all loan agreements, notes, security documents, UCC financing statements, acknowledgements, assignments and other documents securing, evidencing or otherwise pertaining to any Equipment Financing. "Equipment Lender" means all third parties entering into any Equipment Financing Documents or receiving delivery of or the benefit from any Equipment Financing Documents, including the Equipment Lender's designee, nominee, assignee, transferee, purchaser in foreclosure or receiver. "Lease Term" means the period from the effective date of this Lease until the expiration thereof pursuant to Section 3.2 of this Lease. "Plans and Specifications" means the plans and specifications prepared for and showing the Project, as amended by the Company from time to time prior to the Completion Date, the same being duly certified by the Company, and on file with the Company in Jefferson City, Missouri, or with the architect/engineers retained by the Company for the Project, and which shall be available for reasonable inspection by the City, the Trustee and their duly appointed representatives. "Project Site" means the real property upon which the personal property comprising the Project Equipment is located as more fully described in Exhibit A. 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 -2- 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 as a whole and not to any particular Article, Section or other subdivision. (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. Section 1.3. Acceptance of Indenture. The Company acknowledges that it has received an executed copy of the Indenture and that it is familiar with the terms and conditions of the Indenture. The Company further covenants that it will comply with all the conditions and covenants contained in the Indenture relating to the Company and the Project Equipment, and that it will not take any action which would cause a default thereunder or jeopardize the rights of the Trustee, the City or the Bondowners. Section 1.4. Date of Lease. The dating of this Lease as of December 1, 2019, is intended as and for the convenient identification of this Lease only and is not intended to indicate that this Lease was executed and delivered on said date, this Lease being executed and delivered and becoming effective simultaneously with the initial issuance of the Bonds. ARTICLE II REPRESENTATIONS Section 2.1. Representations by the City. The City makes the following representations as the basis for the undertakings on its part herein contained: (a) The City is a home rule charter city duly organized and validly existing under the laws of the State of Missouri. Under the provisions of the Act and its Charter, the City 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 City has been duly authorized to execute and deliver this Lease, acting by and through its duly authorized officers; (b) The City proposes to purchase and install the Project Equipment or cause the Project Equipment to be purchased and installed. The City will lease the Project Equipment to the Company and sell the Project Equipment or any portion thereof to the Company if the Company exercises its option to purchase the Project Equipment or any portion thereof as provided herein, all for the purpose of furthering the public purposes of the Act, and the governing body of the City has found and determined that the purchase and installation of the Project Equipment will further the public purposes of the Act; (c) To finance the costs of the Project Equipment, the City 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; -3- (d) The Bonds are to be issued under and secured by the Indenture, pursuant to which the Project Equipment and the net earnings therefrom, including all rents, revenues and receipts to be derived by the City from the leasing or sale of the Project Equipment, will be pledged and assigned to the Trustee as security for payment of the principal of and interest on the Bonds; (e) The City will not permit a lien to be placed on the Project Equipment or pledge the revenues derived therefrom for any bonds or other obligations other than the Bonds except with the written consent of the Authorized Company Representative; (0 The City shall have no authority to operate the Project Equipment as a business or in any other manner except as the lessor thereof; (g) The purchase and installation of the Project Equipment and the leasing of the Project Equipment by the City to the Company will further the public purposes of the Act; and (h) No member of the governing body of the City or any other officer of the City has any significant or conflicting interest, financial, employment or otherwise, in the Company or in the transactions contemplated hereby. Section 2.2. Representations by the Company. The Company makes the following representations as the basis for the undertakings on its part herein contained: (a) The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Missouri; (b) The Company has lawful power and authority to enter into this Lease and to carry out its obligations hereunder and by proper corporate action of its governing body, the Company 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 Company 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 Company is a party or by which it or any of its property is bound, or the Company's organizational documents or any order, rule or regulation applicable to the Company 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 Company under the terms of any instrument or agreement to which the Company is a party; (d) The estimated costs of purchasing and installing the Project Equipment supplied by the Company are in accordance with sound accounting principles; and (e) The Project Equipment has been or will be installed and used in the Company's facility situated on the Project Site which is located wholly within the corporate limits of the City. -4- ARTICLE III GRANTING PROVISIONS Section 3.1. Granting of Leasehold Estate. The City hereby rents, leases and lets the Project Equipment to the Company, and the Company hereby rents, leases and hires the Project Equipment from the City, subject to Permitted Encumbrances, for the rentals and upon and subject to the terms and conditions herein contained. Section 3.2. Lease Term. This Lease shall become effective upon its execution and delivery, and subject to sooner termination pursuant to the provisions of this Lease, this Lease shall terminate on December 31, 2028. Section 3.3. Possession and Use of the Project Equipment. (a) The City covenants and agrees that as long as neither the City nor the Trustee has exercised any of the remedies set forth in Section 12.2(b) following the occurrence and continuance of an Event of Default, the Company shall have sole and exclusive possession of the Project Equipment (subject to Permitted Encumbrances and the City'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 Equipment during the Lease Term. The City covenants and agrees that it will not take any action, other than expressly pursuant to Article XII of this Lease, to prevent the Company from having quiet and peaceable possession and enjoyment of the Project Equipment during the Lease Term and will, at the request and expense of the Company, cooperate with the Company in order that the Company may have quiet and peaceable possession and enjoyment of the Project Equipment and will defend the Company's enjoyment and possession thereof against all parties. (b) Subject to the provisions of this Section, the Company shall have the right to use the Project Equipment for any lawful purpose allowed by law and contemplated by the Act, this Lease and the Performance Agreement. The Company shall comply in all material respects 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 Equipment or to any adjoining public ways, as to the manner of use or the condition of the Project Equipment or of adjoining public ways. In the event of demonstrated noncompliance with such statutes, laws, ordinances, orders, judgments, decrees, regulations, directions and requirements the Company will take all reasonable steps to comply with such statutes, laws, ordinances, orders, judgments, decrees, regulations, directions and requirements. The Company 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 Company shall pay or cause to be paid 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 Company to comply with the provisions of this Section. Notwithstanding any provision contained in this Section, however, the Company 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 Company may refrain from complying therewith. Section 3.4. Title to the Project Equipment. The City shall be the sole owner of the Project Equipment during the Lease Term; provided, however, that the Company alone shall be entitled to deduct all depreciation on the Project Equipment on the Company's income tax returns and the City agrees to provide reasonable cooperation with the Company, at the expense of the Company, in obtaining favorable -5- treatment of the lease, sale or repurchase of the Project Equipment for federal or state income and/or sales taxes. ARTICLE IV PURCHASING AND INSTALLING OF THE PROJECT EQUIPMENT Section 4.1. Issuance of the Bonds. To provide funds for the payment of Project Costs, the City agrees that it will issue, sell and cause to be delivered the Bonds to the Company, as purchaser thereof, 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 City. The Trustee shall promptly deposit such proceeds, when received, as provided in the Indenture, to be used and applied as hereinafter provided in this Lease and in the Indenture. Alternatively, the Trustee may (pursuant to Section 208(d) of the Indenture) endorse the Bonds in an amount equal to the requisition certificates submitted pursuant to Section 4.4 hereof. 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. Section 4.2. Purchase and Installation of the Project Equipment. The City and the Company agree that the City will and the Company as the agent of the City shall, but solely from the Project Fund, or an endorsement of the Bond balance pursuant to Section 4.1 above and Section 208(d) or Section 209(d) of the Indenture, purchase and install the Project Equipment as follows: (a) Concurrently with the execution of this Lease, the City will acquire that portion of the Project Equipment previously acquired by the Company and currently situated or to be situated on the Project Site, and a bill of sale with respect thereto will be delivered to the City; (b) The Company will, on behalf of the City, purchase and install the Project Equipment on the Project Site in accordance with the Plans and Specifications. Except as provided in the next sentence, title to the Project Equipment shall be evidenced by bills of sale included as part of the form of the requisition certificate attached hereto as Exhibit C or other instruments of transfer, including purchase orders or other instruments pursuant to which the City acquires title to personal property directly from the vendor thereof. Subject to Section 8.2 hereof, all portions of the Project Equipment substituted by the Company shall automatically become part of the Project Equipment subject to this Lease, and full title and ownership of such Project shall be automatically vested in the City, without the requirement of a bill of sale or other instrument of conveyance unless otherwise requested by the City. Such requisition certificate submitted by the Company pursuant to Section 4.4 hereof or other bills of sale or other instruments of transfer, must (i) be dated by no later than December 31 of each year to be treated as Project Equipment (and therefore to be exempt from ad valorem personal property taxes) in the next succeeding year and (ii) be submitted to the City by no later than March 1. (c) Each requisition certificate submitted by the Company pursuant to Section 4.4 hereof in the form attached hereto as Exhibit C or other bill of sale or instrument of transfer and each personal property declaration form shall be of sufficient specificity so as to enable the City's officials and the Assessor's Office of Cole County, Missouri, to determine which personal property as reported on the annual personal property declaration constitutes Project Equipment (and therefore is owned by the City) and which personal property does not constitute Project Equipment (and therefore is owned by the Company). -6- (d) On or before March 1 of each year, the Company shall furnish to the City (addressed to the City Clerk) and the Trustee a list of personal property (based on the Company's internal record keeping) comprising the Project Equipment as of January 1 of such year (as required by the personal property declarations provided by the Assessor's Office of Cole County, Missouri). The improper inclusion or exclusion of any item in the Project Equipment pursuant to such list may be rectified by the Company within 30 days of the discovery by the Company of such improper inclusion or exclusion. The improper inclusion or exclusion of an item from such list shall not affect the items comprising the Project Equipment for the purpose of this Lease or title thereto as intended by the parties hereto. The Company shall provide such information to the Trustee as may be requested in order to ensure that such list corresponds to the list of items comprising the Project Equipment maintained by the Trustee pursuant to Section 10.8 hereof; and (e) The Company agrees that it will use reasonable efforts to cause the purchase and installation of the Project Equipment to be completed as soon as practicable with all reasonable dispatch. In the event such purchase and installation commences prior to the receipt of proceeds from the sale of the Bonds, the Company agrees to advance all funds necessary for such purpose; provided, however, that the Company may be reimbursed from Bond proceeds for any such advance. (f) The Company represents to the City that no portion of the Project Equipment constitutes the erection, construction, alteration, repair or improvement of any public building, road, street, public utility or other public facility. On this basis the provisions of Section 107.170 of the Revised Statutes of Missouri, as amended, are not applicable to the acquisition and installation of the Project Equipment. Section 4.3. Project Costs. The City hereby agrees to pay for, but solely from the Project Fund, or an endorsement of the Bond balance pursuant to Section 4.1 above and Section 208(d) or Section 209(d) of the Indenture, 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 requisition certificate pursuant to Section 4.4 hereof. The maximum amount of Project Equipment for which requisition certificates may be submitted is $5,000,000. 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, or an endorsement of the Bond balance pursuant to Section 4.1 above and Section 208(d) or Section 209(d) of the Indenture. The City hereby authorizes and directs the Trustee to make disbursements from the Project Fund, or endorse the Bond balance pursuant to Section 4.1 above and Section 208(d) or Section 209(d) of the Indenture, upon receipt by the Trustee of certificates in substantially the form attached hereto as Exhibit C, signed by an Authorized Company Representative and approved by an Authorized City Representative. The Trustee may rely conclusively on any such certificate and shall not be required to make any independent investigation in connection therewith. The submission of any requisition certificate by an Authorized Company Representative and an Authorized City Representative shall constitute unto the Trustee an irrevocable determination that all conditions precedent to the payments requested have been satisfied. Section 4.5. Establishment of Completion Date. The Completion Date for the Project Equipment shall be evidenced to the City and the Trustee by a certificate signed by the Authorized Company Representative stating (a) that the purchase and installation of the Project Equipment has been substantially completed in accordance with the Plans and Specifications, (b) the date of completion thereof, and (c) that all costs and expenses of the purchase and installation of the Project Equipment have -7- been incurred. Notwithstanding the foregoing, such certificate shall state that it is given without prejudice to any rights against third parties which exist at the date of such certificate or which may subsequently come into being. The Company and the City agree to cooperate in causing such certificate to be furnished to the Trustee. A certificate meeting the requirements of this section will be deemed filed on said date, even if not actually filed by said date. 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 Company solely to (1) the payment of principal and premium, if any, of and interest on 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 Company, to the purchase of Bonds at such earlier date or dates as the Company may elect. Any amount so deposited in the Bond Fund may be invested as permitted by Section 702 of the Indenture. (b) If no Additional Bonds are issued as provided in Section 209 of the Indenture, and the balance, if any, in the Project Fund shall be insufficient to pay fully all Project Costs and to complete the acquisition and installation of the Project Equipment free of liens and encumbrances other than Permitted Encumbrances, the Company shall pay, in cash, the full amount of any such deficiency by making payments thereof directly to the contractors and to the suppliers of materials and services as the same shall become due, and the Company shall save the City and the Trustee whole and harmless from any obligation to pay such deficiency. Section 4.7. Project Equipment Property of City. The Project Equipment, which the Company desires to convey to the City, and all additions thereto or thereof, as acquired and fully installed and completed, anything under this Lease which becomes, is deemed to be, or constitutes a part of the Project Equipment, and the Project Equipment as repaired, rebuilt, rearranged, restored or replaced by the Company under the provisions of this Lease, except as otherwise specifically provided herein, shall immediately when acquired and/or installed become the absolute property of the City, subject only to this Lease, the Indenture and any other Permitted Encumbrances. Nothing herein shall limit the Company's right to own personal property which is not a part of the Project Equipment as described in Section 4.8 hereof. Section 4.8. Personal Property Purchased by the Company. Any items of machinery, equipment or other personal property which do not constitute part of the Project Equipment and the entire purchase price of which is paid for, or reimbursed, by the Company with the Company's own funds, and no part of the purchase price of which is paid for, or reimbursed, from funds deposited pursuant to the terms of this Lease in the Project Fund, shall be the sole and absolute property of the Company and shall not be subject to the terms of this Lease or the Performance Agreement. Section 4.9. Environmental Matters. (a) The Company acknowledges that is it responsible for maintaining the Project Equipment in compliance with all Environmental Laws. In the event that the Company fails to undertake to comply with any final, non -appealable order issued by any local, state or federal authority under applicable Environmental Law, the City or the Trustee, thirty (30) days after notice to the Company (except in the case of an immediate risk of harm to persons or the Project Equipment), may elect (but shall not be required) to undertake such compliance if the Company has not undertaken such compliance within such thirty (30) day period. Any moneys expended by the City or the Trustee in efforts to comply with any -8- applicable Environmental Law (including the reasonable cost of hiring consultants, undertaking sampling and testing, performing any cleanup necessary or useful in the compliance process and reasonable attorneys' fees) shall be due and payable as Additional Rent hereunder with interest thereon at the average rate of interest per annum on the Bonds, plus two (2) percentage points, from the date such cost is incurred. There shall be unlimited recourse to the Company to the extent of any liability incurred by the City or the Trustee with respect to any breaches of the provisions of this section. (b) The Company shall and does hereby indemnify the City, the Trustee and the Bondowners and agree to defend and hold them harmless from and against all loss, cost, damage and expense (including, without limitation, reasonable attorneys' fees and costs associated incurred in the investigation, defense and settlement of claims) that they may incur, directly or indirectly, as a result of or in connection with the assertion against them or any of them of any claim relating to the presence on, escape or removal from the Project Equipment during the term of this Lease of any hazardous substance or other material regulated by any applicable Environmental Law, or compliance with any applicable Environmental Law, whether such claim is raised before, during or after the term of this Lease, including claims relating to personal injury or damage to property; provided, however, this indemnity shall only relate to claims resulting from the City's ownership of the Project Equipment, the Trustee's enforcement of its rights hereunder, or performance of its duties in accordance with the Indenture. ARTICLE V RENT PROVISIONS Section 5.1. Basic Rent. The Company covenants and agrees to pay, as Basic Rent for the Project Equipment, to the Trustee in same day funds for the account of the City during this Lease Term, for deposit in the Bond Fund on or before 10:00 a.m., Trustee's local time, on or before each December 1 (each December 1 being a Payment Date), commencing December 1, 2019 and continuing until the principal of and interest on the Bonds shall have been fully paid, an amount which, when added to any collected funds then on deposit in the Bond Fund and available on such Payment Date, shall be equal to the total amount payable on each December 1 as interest on the Bonds. On December 1, 2028 (or such earlier date as the Company may elect to redeem the Bonds), the Company shall also pay an amount equal to all principal then due on the Bonds in connection with such maturity or redemption. Except as offset pursuant to the right of the Company set forth below, 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. In furtherance of the foregoing, and notwithstanding any other provision in this Lease, the Indenture, the Bond Purchase Agreement or the Performance Agreement to the contrary, and provided that the Purchaser, or any other affiliate of the Company, is the sole holder of the Bonds, the Company shall set-off the then -current Basic Rent payment against the City's obligation to the Purchaser, or any other affiliate of the Company, as Owner of the Bonds under the Indenture in lieu of delivery of the Basic Rent on any Payment Date, without providing notice of such set- off to the Trustee. The Trustee may conclusively rely on the absence of any notice from the Company to the contrary as evidence that such set-off has occurred. Any Basic Rent paid by the Company which exceeds the total amount payable on such Payment Dates shall be immediately paid to the Company by wire transfer. If the Trustee is not holding the Bonds pursuant to the provisions of the Indenture, the Purchaser shall, on or before the final Payment Date, deliver or cause to be delivered to the Trustee for cancellation Bonds not previously paid and the Company shall receive a credit against the Basic Rent payable by the Company in an amount equal to the principal amount of the Bonds so tendered for cancellation plus accrued interest thereon. -9- Notwithstanding anything contained in this Lease, the Indenture, the Bond Purchase Agreement or the Performance Agreement to the contrary, if the Purchaser, or any other affiliate of the Company, is the Owner of all of the Bonds Outstanding, payments of Basic Rent may be made via a transaction entry on the trust records held by the Trustee and the Paying Agent without requiring the Company to wire or otherwise transfer any moneys to such Owner or the Trustee. Section 5.2. Additional Rent. The Company shall pay as Additional Rent, within 30 days after receiving an itemized invoice therefor, the following amounts as and when the same become due: (a) all reasonable agreed upon fees, charges and expenses, including agent and counsel fees, of the Trustee incurred under the Indenture, this 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 reasonable costs which are reasonably incurred in connection with the enforcement of any rights against the Company or the Project Equipment or in connection with a failure of the Company to perform its obligations under this Lease, the Indenture or the Performance Agreement by the City, the Trustee or the Bondowners, including counsel fees and expenses; (d) all amounts payable under the Performance Agreement; or (e) all other payments of whatever nature which the Company has agreed to pay or assume under the provisions of this Lease. Section 5.3. Obligations of Company Absolute and Unconditional. (a) The obligations of the Company 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 Equipment shall have been acquired or installed, or whether the City's title thereto or to any part thereof is defective or nonexistent, and notwithstanding any damage to, loss, theft or destruction of, the Project Equipment or any part thereof, any failure of consideration or frustration of commercial purpose, the taking by eminent domain of title to or of the right of temporary use of all or any part of the Project Equipment, legal curtailment of the Company's use thereof, the eviction or constructive eviction of the Company, 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 City's legal organization or status, or any default of the City hereunder, and regardless of the invalidity of any action of the City; provided, however, that nothing in this Section 5.3(a) or Section 5.3(b) is intended or shall be deemed to affect or impair in anyway the rights 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 Equipment as provided in Article XI hereof. (b) Nothing in this Lease shall be construed to release the City from the performance of any agreement on its part herein contained or as a waiver by the Company of any rights or claims the -10- Company may have against the City under this Lease or otherwise, but any recovery upon such rights and claims shall be had from the City separately, it being the intent of this Lease that the Company 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 Company may, however, at its own cost and expense and in its own name or in the name of the City, prosecute or defend any action or proceeding or take any other action involving third persons which the Company deems reasonably necessary in order to secure or protect its right of possession, occupancy and use hereunder, and in such event the City hereby agrees to cooperate fully with the Company and to take all action necessary to effect the substitution of the Company for the City in any such action or proceeding if the Company shall so request. Section 5.4. Prepayment of Basic Rent. The Company may at any time and from time to time prepay all or any part of the Basic Rent provided for hereunder (subject to the limitations of Section 301(a) of the Indenture relating to the partial redemption of the Bonds). 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 Company shall not be obligated to make payments of Basic Rent under the provisions of this Lease. At its option, the Company 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 (principal to be credited against principal and interest to be credited against interest). ARTICLE VI MAINTENANCE, TAXES AND UTILITIES Section 6.1. Maintenance and Repairs. Throughout the Lease Term the Company shall, at its own expense, keep the Project Equipment in as reasonably safe condition as the operation thereof will permit, and keep the Project Equipment in good repair and in good operating condition, making from time to time all necessary repairs thereto and renewals and replacements thereof it determines to be necessary. Without limiting the generality of the foregoing, the Company shall at all times remain in compliance with all provisions of the City's code relating to maintenance and appearance. Section 6.2. Taxes, Assessments and Other Governmental Charges. (a) Subject to subsection (b) of this Section, the Company shall promptly pay and discharge, or cause to be paid and discharged, 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 or be payable for or in respect of the Project Equipment, or any part thereof or interest therein (including the leasehold estate of the Company therein), or the income therefrom, 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 personal property, and further including all utility charges, assessments and other general governmental charges and impositions whatsoever, foreseen or unforeseen, which if not paid when due would impair the security of the Bonds or encumber the City's title to the Project Equipment; 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 Company shall be obligated to pay only such installments thereof as become due and payable during the Lease Term. -11- (b) The Company shall have the right, in its own name or in the City's name, to contest the validity or amount of any tax, assessment or other governmental charge which the Company is required to bear, pay and discharge pursuant to the terms of this Section by appropriate legal proceedings instituted at least 10 days before the tax, assessment or other governmental charge complained of becomes delinquent if and provided (1) the Company, before instituting any such contest, gives the City and the Trustee written notice of its intention so to do, (2) the Company 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 Company 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 City agrees to cooperate fully with the Company in connection with any and all administrative or judicial proceedings related to any tax, assessment or other governmental charge. The Company shall save and hold harmless the City and the Trustee from any reasonable costs and expenses the City and the Trustee may incur related to any of the above. (c) Nothing in this Lease shall be construed to require the Company to make duplicate tax payments. The Company shall receive a credit against any PILOT Payments (as defined in the Performance Agreement) to be made by the Company due under the Performance Agreement to the extent of any ad valorem personal property taxes imposed and paid by the Company with respect to the Project Equipment and paid pursuant to this Section, except as otherwise provided in the Performance Agreement. Section 6.3. Utilities. All utilities and utility services used by the Company in, on or about the Project Site shall be paid for by the Company and shall be contracted for by the Company in the Company's own name (or the name(s) of its affiliates), and the Company shall, at its sole cost and expense, procure any and all permits, licenses or authorizations necessary in connection therewith. Section 6.4. Property Tax Exemption. The City and the Company agree that while the Project Equipment is owned by the City and is subject to this Lease, the Project Equipment and the leasehold interest of the Company in the Project Equipment is expected to be exempt from all ad valorem personal property taxes by reason of such ownership, and the City agrees that it will (at the expense of the Company) cooperate with the Company to defend such exemption against all parties in accordance with the Performance Agreement attached hereto as Appendix I. The City and the Company further acknowledge and agree that the City's obligations hereunder are contingent upon (1) the Company making the payments required by this Lease and (2) the compliance by the Company with the terms of the Performance Agreement to the extent of its obligations thereunder, if any, during the term of this Lease. The Terms and conditions of the Performance Agreement are incorporated herein as if fully set forth herein. ARTICLE VII INSURANCE Section 7.1. Insurance Generally. The Company agrees to maintain the insurance required by this Article VII. The Trustee shall have no obligation to purchase insurance if the Company fails to maintain the insurance required by this Article VII. Section 7.2. Property Insurance. (a) The Company shall at its sole cost and expense obtain and shall maintain throughout the Lease Term, a policy or policies of insurance (including, if appropriate, builder's risk insurance) to keep -12- the Project Equipment constantly insured against loss or damage by fire, lightning and all other risks covered by the extended coverage insurance endorsement then in use in the State of Missouri in an amount equal to the Full Insurable Value thereof (subject to reasonable loss deductible provisions). The insurance required pursuant to this Section shall be maintained with a generally recognized responsible insurance company or companies authorized to do business in the State of Missouri or generally recognized international insurers or reinsurers with an A.M. Best rating of B+ or the equivalent thereof or better as may be selected by the Company. Except when the Company self -insures in accordance with Section 7.5 herein, certificates of the insurance policies required under this Section shall be delivered by the Company to the Trustee and the City, annually, commencing on the date of execution of this Lease. All such policies of insurance pursuant to this Section, and all renewals thereof, shall name the City, the Trustee and the Company as insureds, as their respective interests may appear, and shall contain a provision that such insurance may not be canceled by the issuer thereof without at least 10 days' advance written notice to the City, the Company and the Trustee. (b) In the event of loss or damage to the Project Equipment, the Net Proceeds of property insurance carried pursuant to this Section shall be applied as provided in Article IX of this Lease, or as may be directed by, or on behalf of, the Owners of 100% in principal amount of the Bonds outstanding. Section 7.3. Commercial General Liability Insurance. (a) The Company shall at its sole cost and expense maintain or cause to be maintained at all times during the Lease Term general accident and commercial general liability insurance under which the City, the Company and the Trustee shall be named as additional insureds, properly protecting and indemnifying the City and the Trustee, in an amount not less than $5,000,000 per occurrence (subject to reasonable loss deductible clauses not to exceed the amounts normally or generally carried by the Company or its affiliates). The policies of said insurance shall contain a provision that such insurance may not be canceled by the issuer thereof without at least 10 days' advance written notice to the City, the Company and the Trustee. Except when the Company self -insures in accordance with Section 7.5 herein, certificates of such policies shall be furnished to the Trustee annually commencing on the date of execution of this Lease at the address shown in Section 1403 of the Indenture. (b) 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. Section 7.4. Workers' Compensation. The Company agrees throughout the Lease Term to maintain or cause to be maintained the Workers' Compensation coverage as may be required by the laws of the State of Missouri. Section 7.5. Blanket Insurance Policies; Self -Insurance. The Company may satisfy any of the insurance requirements set forth in this Article by using blanket policies of insurance, provided each and all of the requirements and specifications of this Article respecting insurance are complied with. Nothing in this Lease shall be construed from prohibiting the Company from self-insuring provided the Company, or in combination with its parent corporation, has a net worth in excess of $200,000,000, as determined by generally accepted accounting principles. If the Company self -insures as permitted by this Section, the Company shall so notify the City and the Trustee in writing and shall be deemed to have complied with the requirements of this Article. Section 7.6. Sovereign Immunity. Notwithstanding anything to the contrary contained herein, nothing in this Lease shall be construed to broaden the liability of the City beyond the provisions -13- of Sections 537.600 to 537.610 of the Revised Statutes of Missouri, as amended, or abolish or waive any defense at law that might otherwise be available to the City or its officers, agents and employees. ARTICLE VIII ALTERATION OF THE PROJECT EQUIPMENT Section 8.1. Additions, Modifications and Improvements to the Project Equipment. The Company shall have and is hereby given the right, at its sole cost and expense, to make such additions, modifications and improvements in and to any part of the Project Equipment as the Company from time to time may deem necessary or desirable for its business purposes. All additions, modifications and improvements made by the Company 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 Equipment; provided, however, that additions of machinery and equipment installed on the Project Site by the Company not purchased or acquired from funds deposited with the Trustee hereunder and not constituting repairs, renewals or replacements of the Project Equipment shall remain the property of the Company and may be removed by the Company. Such property shall be subject to ad valorem taxes. Section 8.2. Removal and Replacement of Portions of the Project Equipment. (a) The Company may, if no uncured Event of Default (as defined in Section 12.1 hereof) exists and is continuing, remove from the Project Site and sell, exchange, replace or otherwise dispose of, without responsibility or accountability to the City or the Trustee with respect thereto, any items of machinery and equipment, or parts thereof, which constitute a part of the Project Equipment and which have become inadequate, obsolete, worn out, unsuitable, undesirable or unnecessary or which, in the sound discretion of the Company, are otherwise no longer useful to the Company in its operations. Prior to any such removal, the Company shall deliver to the City and the Trustee a certificate signed by an Authorized Company Representative containing a complete description, including the make, model and serial numbers, if any, of any machinery or equipment constituting a part of the Project Equipment that the Company proposes to remove. The Trustee shall amend the list of machinery or equipment comprising the Project Equipment maintained by it pursuant to Section 4.2 and Section 10.8 hereof upon receipt of such certificate. Upon request by the Company, the City will execute and deliver a bill of sale that transfers full and complete title to the Company of such portion of the Project Equipment removed. Notwithstanding anything contained herein to the contrary, title to any item of the Project Equipment removed from the Project Site shall automatically vest in the Company without further instrument or action, and such vesting of title shall be self -operative effective upon removal. Upon any removal of portions of the Project Equipment, the portions of the Project Equipment so removed from the Project Site shall no longer be entitled to the tax exemption afforded by virtue of the City's ownership thereof as set forth in the Performance Agreement. (b) In all cases, the Company shall pay all of the costs and expenses of any such removal and shall promptly repair at its expense all damage to the Project Site or any Project Equipment remaining on the Project Site caused thereby. The Company's rights under this Section to remove machinery and equipment constituting a part of the Project Equipment is intended only to permit the Company to maintain an efficient operation by the removal of machinery and equipment which is no longer suitable for any of the reasons set forth in this Section, and such right is not to be construed to permit a removal under any other circumstances and specifically is not to be construed to permit the Company to make a wholesale removal of the Project Equipment. -14- Section 8.3. [Reserved]. Section 8.4. Permits and Authorizations. The Company shall not do or permit others under its control to do any work on the Project Equipment related to any repair, rebuilding, restoration, replacement, modification or addition to the Project Equipment, 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 material compliance with all applicable building, zoning and other laws, ordinances, governmental regulations. In the event of demonstrated noncompliance with such laws, ordinances, governmental regulations and requirements the Company will take all reasonable steps to comply with laws, ordinances, governmental regulations and requirements. Section 8.5. Mechanics' Liens. (a) The Company will not directly or indirectly create, incur, assume or suffer to exist any lien on or with respect to the Project Equipment, except Permitted Encumbrances, and the Company shall promptly notify the City of the imposition of such lien of which the Company is aware and shall promptly, at its own expense, take such action as may be necessary to fully discharge or release any such lien. Whenever and as often as any mechanics', vendors' or other similar lien is filed against the Project Equipment, or any part thereof, purporting to be for or on account of any labor done or materials or services furnished in connection with any work in or about the Project Equipment, the Company shall discharge the same of record. Notice is hereby given that the City shall not be liable for any labor or materials furnished the Company or anyone claiming by, through or under the Company upon credit, and that no mechanics', vendors' or other similar lien for any such labor, services or materials shall attach to or affect the reversionary or other estate of the City in and to the Project Equipment or any part thereof. (b) Notwithstanding paragraph (a) above, the Company may contest any such mechanics', vendors' or other similar lien if the Company (i) within 60 days notifies the City and the Trustee in writing of its intention so to do, (ii) diligently prosecutes such contest, (iii) at all times effectively stays or prevents any official or judicial sale of the Project Equipment, or any part thereof or interest therein, under execution or otherwise, (iv) promptly pays or otherwise satisfies any final judgment adjudging or enforcing such contested lien claim and (v) thereafter promptly procures record release or satisfaction thereof. The Company may permit the lien so contested to remain unpaid during the period of such contest and any appeal therefrom unless the Company is notified by the City that, in the opinion of counsel, by nonpayment of any such items, the interest of the City in the Project Equipment will be subject to loss or forfeiture. In that event, the Company shall promptly, at its own expense, take such action as may be necessary to duly discharge or remove any such mortgage, pledge, lien, charge, encumbrance or claim if the same shall arise at any time. The Company shall save and hold harmless the City from any loss, costs or expenses the City may incur related to any such contest. The Company shall reimburse the City for any reasonable expense incurred by it in order to discharge or remove any such mortgage, pledge, lien, charge, encumbrance or claim. The City shall cooperate fully with the Company in any such contest. -15- ARTICLE IX DAMAGE, DESTRUCTION AND CONDEMNATION Section 9.1. Damage or Destruction. (a) If the Project Equipment shall be damaged or destroyed by fire or any other casualty, whether or not covered by insurance, the Company, as promptly as practicable, may elect to do any of the following: (i) repair, restore, replace or improve the Project Equipment as nearly as may be practicable to the condition and character of the Project Equipment immediately prior to such damage or destruction; or (ii) if the Company shall determine that repairing, restoring, replacing or improving the Project Equipment or any portion thereof is not practicable and desirable, any Net Proceeds of property 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. (b) If the Company shall elect to replace, restore or repair any equipment, for all purposes of this Lease, any reference to the word "Project Equipment" shall be deemed to also include any such new equipment and all additions thereto and all replacements and alterations thereof. (c) The Net Proceeds of property insurance required by Article VII hereof received with respect to any damage or loss to the Project Equipment shall be paid to the Company. The insurance monies, if any, paid to the Company as provided under this Article, on account of any loss or destruction to the Project Equipment, shall be held by it in trust and applied only as provided in subsection (a) above. (d) If any of the insurance monies paid by the insurance company to the Company as hereinabove provided, shall remain after the completion of such repairs, restoration or replacement, and this Lease shall not have terminated, the excess shall be deposited in the Bond Fund. If the Net Proceeds shall be insufficient to pay the entire cost of such repairs, restoration or replacement, the Company shall pay the deficiency. (e) In the event of any such damage by fire or any other casualty, the provisions of this Lease shall be unaffected and the Company shall remain and continue liable for the payment of all Basic Rent and Additional Rent and all other charges required hereunder to be paid by the Company, as though no damage by fire or any other casualty has occurred. (f) The City and the Company agree that they will cooperate with each other, to such extent as such other party may reasonably require, in connection with the prosecution or defense of any action or proceeding arising out of, or for the collection of any insurance monies that may be due in the event of, any loss or damage, and that they will execute and deliver to such other parties such instruments as may be required to facilitate the recovery of any insurance monies. (g) The Company agrees to give prompt notice to the City and the Trustee with respect to all fires and any other casualties occurring in, on, at or about the Project Equipment which damage a material portion of the Project Equipment. -16- (h) The Company shall not, by reason of its inability to use all or any part of the Project Equipment during any period in which the Project Equipment is damaged or destroyed or is 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 City, the Trustee or the Bondowners or to any abatement or diminution of the rentals payable by the Company under this Lease or of any other obligations of the Company under this Lease except as expressly provided in this Section. Section 9.2. Condemnation. (a) If during the Lease Term, title to, or the temporary use of, all or any part of the Project Equipment shall be 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 Company 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 City and the Trustee in writing as to the nature and extent of such condemnation or loss of title and whether it is practicable and desirable to acquire substitute equipment. (b) If the Company shall determine that such substitution is practicable and desirable, the Company shall proceed promptly with and complete with reasonable dispatch the acquisition and installation of such substitute equipment, so as to place the Project Equipment in substantially the same condition as existed prior to the exercise of the said power of eminent domain, including the acquisition of other equipment suitable for the Company's operations (which equipment will be deemed a part of the Project Equipment and available for use by the Company without the payment of any rent other than herein provided, to the same extent as if such other equipment were specifically described herein and demised hereby); provided, that such equipment will be acquired by the City 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 Equipment 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 property insurance proceeds). (c) If the Company determines that it is not practicable and desirable to acquire replacement equipment, any Net Proceeds of condemnation awards received by the Company shall, after payment of all Additional Rent then due and payable, 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 any Equipment Lender under any Equipment Financing Documents. (d) The Company shall not, by reason of its inability to use all or any part of the Project Equipment 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 City, the Trustee or the Bondowners or to any abatement or diminution of the rentals payable by the Company under this Lease nor of any other obligations hereunder except as expressly provided in this Section. (e) The City shall cooperate fully with the Company in the handling and conduct of any prospective or pending condemnation proceedings with respect to the Project Equipment or any part thereof, and shall, to the extent it may lawfully do so, permit the Company to litigate in any such proceeding in the name and on behalf of the City. In no event will the City voluntarily settle or consent to the settlement of any prospective or pending condemnation proceedings with respect to the Project Equipment or any part thereof without the prior written consent of the Company. -17- Section 9.3. Bondowner Approval. Notwithstanding 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 threats thereof) may prior to the application thereof by the City 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 City and the Trustee to be paid all their expenses (including reasonable attorneys' fees, trustee's fees and any extraordinary expenses of the City 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 City; Exculpation and Indemnification. The City makes no warranty, either express or implied, as to the condition of the Project Equipment or that it will be suitable for the Company's purposes or needs. The Company releases the City and the Trustee from, agrees that the City shall not be liable for and agrees to hold the City and the Trustee 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 Equipment or the use thereof; unless such loss is the result of the City's or the Trustee's respective gross negligence or willful misconduct. This provision shall survive termination of this Lease. Section 10.2. Surrender of Possession. Upon accrual of the City's right of repossession of the Project Equipment because of the Company's default hereunder or upon the cancellation or termination of this Lease for any reason other than the Company's purchase of the Project Equipment pursuant to Article XI hereof, the Company shall peacefully surrender possession of the Project Equipment to the City in good condition and repair, ordinary wear and tear excepted. All repairs to and restorations of the facilities containing the Project Equipment required to be made because of such removal shall be made by and at the sole cost and expense of the Company. Section 10.3. City's Right of Access to the Project Equipment. The Company agrees that the City and the Trustee, and their duly authorized agents, shall have the right at reasonable times during business hours, subject to 48 hours' advance written notice and the Company's usual safety and security requirements, to enter upon the Project Site (a) to examine and inspect the Project Equipment without interference or prejudice to the Company's operations, (b) as may be reasonably necessary to cause to be completed the purchase and installation provided for in Section 4.2 hereof, (c) performing such work in and about the Project Site made necessary by reason of the Company's default under any of the provisions of this Lease, and (d) exhibiting the Project Equipment to prospective purchasers, lessees or trustees. The Company shall have the right to have representatives present during any such examination or inspection, including legal counsel. Section 10.4. Permitted Encumbrances; Equipment Financing Documents. (a) If no Event of Default under this Lease shall have happened and be continuing, the Company may at any time or times incur Permitted Encumbrances. (b) The Company may request the City to (i) pledge, assign or otherwise hypothecate all or a portion of its interest in and to the Project Equipment in connection with any Equipment Financing, and/or (ii) acknowledge any Equipment Financing and the rights and remedies of any Equipment Lender thereunder. Subject to the terms and conditions of this Section, the City promptly will execute and -18- deliver or authorize the filing of, at the Company's request and expense, all Equipment Financing Documents. The City and the Trustee will not be liable for any of the indebtedness evidencing the Equipment Financing or for any other obligations of the Company, as borrower under the Equipment Financing Documents in the Company's own name or as the authorized agent for the City even if such agency relationship is not specified. No separate signature or authorization from the City will be required for the execution and delivery of any Equipment Financing Documents. Each Equipment Lender will be entitled to rely upon the Equipment Financing Documents as having been executed by the Company as the agent for the City unless the Equipment Lender has actual notice that the agency granted in this Lease has been terminated because of an uncured Event of Default under this Lease. The City appoints the Company as its irrevocable attorney-in-fact, coupled with an interest, to execute and deliver on behalf of the City each Equipment Financing Document, subject to the limitations of liability set forth above. (c) In the event of an Equipment Financing by which all or a portion of the Project Equipment is pledged as collateral under the Equipment Financing Documents, each of the following provisions will apply in addition to, but not excluding, provisions of the Equipment Financing Documents: (1) This Lease may not be modified, amended, canceled or surrendered by agreement between the City and the Company, without the prior written consent of each Equipment Lender of which the City and the Trustee have received written notice. (2) There will be no merger of title between the leasehold estate created by this Lease and the ownership interest of the City in the Project Equipment, notwithstanding that this Lease or the leasehold estate and ownership interest will be owned by the same person or persons, without the prior written consent of each Equipment Lender. (3) If the mailing address of the Equipment Lender is provided to the City and the Trustee in writing, the City will send each Equipment Lender a copy of each notice of default and each notice of termination given to the Company under this Lease, at the same time such notice is sent to the Company. No notice to the Company will be effective unless a copy thereof is served upon each Equipment Lender of which the City and the Trustee has received written notice. (4) Each Equipment Lender will have the same time period after receipt of notice within which to remedy or cause to be remedied any payment default under this Lease plus thirty (30) days, and the City will accept performance by the Equipment Lender as timely performance by the Company. (5) The Equipment Lender will not be required to continue possession or continue legal proceedings under this Section if the particular default has been cured. (6) The City may exercise any of its rights or remedies with respect to any other default by the Company, subject to the rights of the Equipment Lender under this Section as to such other defaults. (7) In case of default by the Company under this Lease or the Performance Agreement, other than a default in the payment of money, the City will take no action to effect a termination of this Lease or the Performance Agreement by service of a notice or otherwise without first giving notice to the Equipment Lender and allowing the Equipment Lender a reasonable time within which either to (i) obtain possession of the Project Equipment and to remedy such default, or (ii) institute and, with reasonable diligence, complete legal proceedings or otherwise acquire the Company's leasehold estate under this Lease. The City's right to -19- terminate this Lease and the Performance Agreement by reason of a default that is not susceptible of being remedied by the Equipment Lender will end with respect to such default when the Equipment Lender obtains possession of the Project Equipment or portion thereof financed by an Equipment Financing. The Equipment Lender will pay or cause to be paid to the City and the Trustee all expenses, including reasonable counsel fees, court costs and disbursements incurred by the City or the Trustee in connection with any such default. (8) If this Lease terminates prior to the expiration of the Lease Term, the City will enter into a new lease for the Project Equipment with the Equipment Lender 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 Equipment to the Equipment Lender as against the Company and/or anyone claiming under the Company, and the City, simultaneously with the execution and delivery of such new lease, turns over to the new lessee all monies, if any, then held by the City under the Lease on behalf of the Company, on condition that: (A) the Equipment Lender will 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, the new tenant cures all defaults of the Company under this Lease (susceptible of being cured by the Equipment Lender) which remain uncured on that date, and pays or causes to be paid all unpaid sums which at such time would have been payable under this Lease but for such termination, and pays or causes to be paid to the City and the Trustee on that date all expenses, including reasonable counsel fees, court costs and disbursements, incurred by the City and the Trustee in connection with any such default and termination as well as in connection with the execution and delivery of such new lease. If more than one Equipment Lender requests a new lease, a new lease will be made with and delivered to the Equipment Lender whose security interest is prior in lien to those of any other Equipment Lender. (9) If the Equipment Lender becomes the owner of this Lease and the Equipment Lender assigns this Lease, the Equipment Lender assigning this Lease shall be released from all liability accruing from and after the date of such assignment with the express written consent of the City. (d) In the event the City or the Trustee engages counsel to review Equipment Financing Documents in connection with any request for the City to execute any Equipment Financing Documents or otherwise pledge the Project Equipment as collateral, the Company will reimburse the City and the Trustee for their reasonable counsel fees and expenses incurred in connection with such review; provided the Trustee may require adequate indemnification prior to executing any Equipment Financing Documents, and provided further the Trustee shall have no obligation to execute any such document which affects the Trustee's rights, duties or immunities under the Indenture or otherwise, and any obligations of the Trustee under any such document must be in compliance wit the regulatory requirements applicable to the Trustee. Section 10.5. Indemnification of City and Trustee. The Company shall indemnify and save and hold harmless the City and the Trustee and their governing body members, officers, agents and employees (collectively, the "Indemnified Parties") from and against all claims, demands, costs, liabilities, damages or expenses, including reasonable attorneys' fees, by or on behalf of any Person, firm -20- or corporation arising from the issuance of the Bonds and the execution of this Lease, the Indenture, the Performance Agreement or any other documents entered into in connection with the Bonds and from the conduct or management of, or from any work or thing done in or on the Project Equipment during the Lease Term, and against and from all claims, demands, costs, liabilities, damages or expenses, including reasonable attorneys' fees, arising during the Lease Term from (a) any condition of the Project Equipment, (b) any breach or default on the part of the Company in the performance of any of its obligations under this Lease, the Performance Agreement or any related document, (c) any contract entered into by the Company in connection with the purchase and installation of the Project Equipment (including any mechanics' liens), (d) any act of gross negligence of the Company or of any of its agents, contractors, servants, employees or licensees, (e) unless the Company has been released from liability pursuant to Section 13.1(c), any act of gross negligence of any assignee or sublessee of the Company, or of any agents, contractors, servants, employees or licensees of any assignee or sublessee of the Company, (f) obtaining any applicable state and local sales and use tax exemptions for materials or goods that become part of the Project Equipment, (g) any violation of Section 107.170 of the Revised Statutes of Missouri, as amended, and (h) any claim relating to the presence on, escape or removal from the Project Equipment during the term of the Lease of any hazardous substance or other material regulated by any applicable Environmental Law, or compliance with any applicable Environmental Law, whether such claim arises before, during or after the term of this Lease, including claims relating to personal injury or damage to property; provided, however, the indemnification contained in this Section 10.5 shall not (i) extend to the City if such claims, demands, costs, liabilities, damages or expenses, including reasonable attorneys' fees, are the result of work being performed at the Project Site by employees of the City or the result of gross negligence or willful misconduct by the City, or (ii) extend to the Trustee if such claims, demands, costs, liabilities, damages or expenses, including attorneys' fees, are the result of the gross negligence or willful misconduct of the Trustee or (iii) extend to the City if such claims, demands, costs, liabilities, damages or expenses, including attorneys' fees, are the result of the performance or failure to perform by the City or the Trustee of its obligations under this Lease, the Performance Agreement or any related documents. Upon notice from the City or the Trustee, the Company shall defend them or either of them in any such action or proceeding. This Section 10.5 shall survive any termination of this Lease and the Performance Agreement or the satisfaction and discharge of the Indenture. 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 Company, the Indemnified Parties shall promptly notify the Company in writing and the Company 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. If the Company shall have wrongfully failed to assume the defense of such action, the reasonable fees and expenses of counsel retained by the Indemnified Party shall be paid by the Company. If any of the Indemnified Parties is advised by counsel retained by the Company to defend such action that there may be legal defenses available to it which are adverse to or in conflict with those available to the Company or any other Indemnified Party, and that the defense of such Indemnified Party should be handled by separate counsel, the Company shall not have the right to assume the defense of such Indemnified Party, but shall be responsible for the reasonable fees and expenses of counsel retained by such Indemnified Party in assuming its own defense, provided, such counsel shall be acceptable to the Company. Any one or more of the Indemnified Parties shall have the right to 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 by the Company in writing, which shall not be unreasonably withheld or delayed. The Company shall not be liable for any settlement of any such action effected without its prior written consent by any of the Indemnified Parties, but if settled with the prior written consent of the Company or if there be a final judgment for the plaintiff in any such action against the Company or any of the Indemnified Parties, with or without the consent of the Company, the Company agrees to indemnify and hold harmless the Indemnified Parties to the extent provided herein. -21- Section 10.6. Depreciation, Investment Tax Credit and Other Tax Benefits. The City agrees that any depreciation, investment tax credit or any other tax benefits with respect to the Project Equipment or any part thereof shall be made available to the Company, and the City will fully cooperate with the Company in any effort by the Company to avail itself of any such depreciation, investment tax credit or other tax benefits. Section 10.7. Company to Maintain its Corporate Existence. The Company agrees that until the Bonds are paid or payment is provided for in accordance with the terms of the Indenture, it will maintain its corporate existence, and will not dissolve or otherwise dispose of all or substantially all of its assets; provided, however, that the Company 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 either (A) becomes, in connection with the consolidation, merger or sale of assets becomes the Owner of 100% in principal amount of the Bonds outstanding and expressly assumes in writing all of the obligations of the Company contained in this Lease and the Performance Agreement, or (B) if not the Owner of 100% in principal amount of the Bonds outstanding, expressly assumes in writing all the obligations of the Company contained in this Lease; and, further provided, that if not the Owner of 100% in principal amount of the Bonds outstanding, 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 (i) equal to or greater than that of the Company immediately prior to said consolidation, merger or transfer, or (b) $100,000,000. 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 Company and all of its subsidiaries. In any such consolidation, merger or transfer the Company shall comply with the provisions of Section 10.1 hereof to the extent applicable. Section 10.8. Security Interests. At the written request of the Owner of the Bonds, the City and the Company agree to enter into all instruments (including financing statements and statements of continuation) necessary for perfection of and continuance of the perfection of the security interests of the City and the Trustee in the Project Equipment. The Trustee shall, pursuant to Section 805 of the Indenture, continue or cause to be continued the liens of such instruments for so long as the Bonds shall be Outstanding. The City and the Company 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. The Trustee shall maintain a file showing a description of all Project Equipment, said file to be compiled from the certificates furnished to the Trustee pursuant to Sections 4.2, 4.4 and 8.2 hereof. ARTICLE XI OPTION AND OBLIGATION TO PURCHASE THE PROJECT EQUIPMENT Section 11.1. Option to Purchase the Project Equipment. The Company shall have, and is hereby granted, the option to purchase all or any portion of the Project Equipment at any time, including after an Event of Default, upon payment in full or redemption of the Outstanding Bonds to be redeemed or provision for their payment or redemption having been made pursuant to Article XIII of the Indenture. In addition, the Company shall exercise such option in accordance with the Performance Agreement. To exercise such option, the Company shall give written notice to the City and to the Trustee, and shall specify therein the date of closing of such purchase, which date shall be not less than 15 nor more than 90 -22- days from the date such notice is mailed, and, in case of a redemption of the Bonds in accordance with the provisions of the Indenture, the Company shall make arrangements satisfactory to the Trustee for the giving of the required notice of redemption. Notwithstanding the foregoing, if the City or the Trustee provides notice of its intent to exercise its remedies hereunder upon an Event of Default (a "Remedies Notice"), the Company 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 Company; 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 Company may rescind such exercise by providing written notice to the City and the Trustee on or prior to the 29th day and by taking such action as may be required to cure the default that led to the giving of the Remedies Notice. The purchase price payable by the Company in the event of its exercise of the option granted in this Section shall be the sum of the following: (a) an amount of money which, when added to the amount then on deposit in the Bond Fund, will be sufficient to redeem all of 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 (b) an amount of money equal to the Trustee's agreed to and reasonable fees, charges and expenses under the Indenture accrued and to accrue until such redemption of the Bonds; plus (c) an amount of money equal to all payments due and payable pursuant to the Performance Agreement through the end of the calendar year in which the date of purchase occurs; plus (d) an amount of money equal to the City's reasonable charges and expenses incurred in connection with the Company exercising its option to purchase all or a portion of the Project Equipment, including the fees of any attorney(s) the City engages in connection with the exercise of such option; plus (e) the sum of $10.00. At its option, to be exercised at least 5 days prior to the date of closing such purchase, the Company may deliver to the Trustee for cancellation Bonds not previously paid, and the Company shall receive a credit against the purchase price payable by the Company 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 the Project Equipment. At the closing of the purchase of the Project Equipment pursuant to this Article, the City will upon receipt of the purchase price deliver to the Company the following: (a) If the Indenture shall not at the time have been satisfied in full, a release from the Trustee of the Project Equipment from the lien and/or security interest of the Indenture and this Lease and appropriate termination of financing statements as required under the Uniform Commercial Code; and (b) Documents conveying to the Company legal title to the Project Equipment, as it then exists, subject to the following: (1) those liens and encumbrances, if any, to which title to the Project Equipment was subject when conveyed to the City; (2) those liens and encumbrances created by the Company or to the creation or suffering of which the Company consented; (3) those liens and encumbrances resulting from the failure of the Company to perform or observe -23- any of the agreements on its part contained in this Lease; (4) Permitted Encumbrances other than the Indenture and this Lease; and (5) if the Project Equipment or any part thereof is 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 Equipment granted to the Company in this Article shall be and remain prior and superior to the Indenture and may be exercised whether or not the Company 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 and further provided that all options herein granted shall terminate upon the termination of this Lease. Section 11.4. Obligation to Purchase the Project Equipment. As additional consideration for the Company's use of the Project Equipment, the Company hereby agrees to purchase, and the City hereby agrees to sell, the Project Equipment upon the occurrence of (a) the expiration of the Lease Term following full payment of the Bonds or provision for payment thereof having been made in accordance with the provisions of the Indenture, and (b) the final payment due by the Company under the Performance Agreement. The amount of the purchase price under this Section shall be $10.00, plus all payments due and payable pursuant to the Performance Agreement through the end of the calendar year in which the date of purchase occurs, plus an amount sufficient to redeem all the then Outstanding Bonds, plus accrued interest and the reasonable fees and expenses of the City and the Trustee. Section 11.5. Right of Set -Off. At its option, to be exercised at least 5 days before the date of closing such purchase, the Company may deliver to the Trustee for cancellation Bonds not previously paid, and the Company shall receive a credit against the purchase price payable by the Company in an amount equal to 100% of the principal amount of the Bonds so delivered for cancellation, plus the accrued interest thereon. The Company may set-off any payment obligation under this Article by tendering a corresponding amount of the Bonds to the Trustee for cancellation. 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" or "default" under this Lease: (a) Default in the due and punctual payment of Basic Rent; or (b) Default in the due and punctual payment of Additional Rent for a period of 30 days following written notice to the Company by the City or the Trustee; or (c) Default in the due observance or performance of any other covenant, agreement, obligation or provision of this Lease on the Company's part to be observed or performed, and such default shall continue for 30 days after the City or the Trustee has given the Company written notice specifying such default (or such longer period as shall be reasonably required to cure such default; provided that (1) the Company has commenced such cure within said 30 -day period, and (2) the Company diligently prosecutes such cure to completion); or (d) The Company: (1) admits in writing its inability to pay its debts as they become due; or (2) files a petition in bankruptcy or for reorganization, arrangement, composition, -24- readjustment, 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 files a pleading asking for such relief; or (3) makes an assignment for the benefit of creditors; or (4) consents to the appointment of a trustee, receiver or liquidator for all or a major portion of its property or fails to have the appointment of any trustee, receiver or liquidator made without the Company's consent or acquiescence, vacated or set aside; or (5) is finally adjudicated as bankrupt or insolvent under any federal or state law; or (6) is subject to any proceeding, or suffers 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, is not dismissed, vacated, denied, set aside or stayed within 90 days after the day of entry or commencement; or (7) suffers 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 (e) The Company vacates, abandons, ceases operations, fails to occupy or is ejected from the Project Site or any material portion thereof, and the same remains uncared for or abandoned for a period of 90 days; or (f) The occurrence and continuance of an "Event of Default" by the Company under the Performance Agreement following any applicable notice and grace period provided therein. Section 12.2. Remedies on Default. If any Event of Default referred to in Section 12.1 hereof has occurred and continues beyond the period provided to cure, then the City may at the City'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 default continues, take any one or more of the following actions, subject, however, at all times to the Company's rights under Article XI: (a) cause all amounts payable with respect to the Bonds for the remainder of the Lease Term to become due and payable after giving ten (10) days prior written notice thereof to the Company, as provided in the Indenture; or (b) give the Company written notice of 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 Owners shall tender or be deemed to have tendered the Outstanding principal amount of the Bonds for cancellation with instruction that such tender is in lieu of payment in accordance with Section 11.1 hereof, the Company's rights to possession of the Project Equipment shall cease and this Lease shall thereupon be terminated, and the City may re-enter and take possession of the Project Equipment or, if the Company has paid all obligations due and owing under the Indenture, this Lease and the Performance Agreement, the City shall convey the Project Equipment in accordance with Section 11.2 hereof. Section 12.3. Survival of Obligations. The Company covenants and agrees with the City and Owners that those of its obligations under this Lease which by their nature require performance after the end of the Lease Term, 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. -25- Section 12.4. Performance of the Company's Obligations by the City. If the Company 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 City, or the Trustee in the City's name, may (but shall not be obligated so to do) upon the continuance of such failure on the Company's part for 30 days after written notice of such failure is given the Company by the City or the Trustee, and without waiving or releasing the Company 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 City or the Trustee and all incidental reasonable costs and expenses incurred by the City or the Trustee (including, without limitation, reasonable attorneys' fees and expenses) in performing such obligations shall be deemed Additional Rent and shall be paid to the City or the Trustee on demand, and if not so paid by the Company, the City or the Trustee shall have the same rights and remedies provided for in Section 12.2 hereof in the case of default by the Company in the payment of Basic Rent. Section 12.5. Rights and Remedies Cumulative. The rights and remedies reserved by the Trustee, the City and the Company hereunder are in addition to those otherwise provided by law and 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 Trustee, the City and the Company 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 the availability of an adequate remedy at law, and each party hereby waives the right to raise such defense in any proceeding in equity. Notwithstanding anything in this Section 12.5 or elsewhere in this Lease to the contrary, however, the Company's option to re -purchase the property as provided in Article XI above shall not be terminated upon an Event of Default unless and until this Lease is terminated to the extent permitted pursuant to Section 12.2(b) above. 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 Company of any covenant, agreement or undertaking by the Company, the Trustee or the City may nevertheless accept from the Company any payment or payments hereunder without in any way waiving the Trustee or the City's right to exercise any of its rights and remedies provided for herein with respect to any such breach or breaches of the Company which were in existence at the time such payment or payments were accepted by the Trustee or the City. Section 12.7. Trustee's Exercise of the City's Remedies. Whenever any Event of Default shall have occurred and be continuing, the Trustee may, but except as otherwise provided in the Indenture shall not be obliged to, exercise any or all of the rights of the City under this Article, upon notice as required of the City unless the City has already given the required notice. In addition, the Trustee shall have available to it all of the remedies prescribed by the Indenture. ARTICLE XIII ASSIGNMENT AND SUBLEASE Section 13.1. Assignment; Sublease. (a) The Company and its successors and assigns may assign, transfer, encumber or dispose of this Lease or any interest herein or part hereof for any lawful purpose under the Act, with the prior written consent of the City not to be unreasonably withheld or delayed. Any assignee of all the rights of the Company under this Lease shall agree to be bound by the terms of this Lease, the Performance -26- Agreement and any other documents related to the issuance of the Bonds as the same set forth duties, obligations and requirements of the Company. (b) With respect to any assignment, the Company shall comply with the following conditions: (1) Such assignment shall be in writing, duly executed and acknowledged by the assignor and in proper form for recording; (2) Such assignment shall include the entire then unexpired term of this Lease; and (3) A duplicate original of such assignment shall be delivered to the City and the Trustee within 10 days after the execution thereof, together with an assumption agreement, duly executed and acknowledged by the assignee in proper form for recording, by which the assignee shall assume all of the terms, covenants and conditions of this Lease on the part of the Company to be performed and observed. Upon the satisfaction of the conditions set forth herein, the Company shall be relieved of all further liability occurring on and after the effective date of such assignment. The consent of the City to any assignment, transfer or disposition described in this section for which the City's consent is expressly required shall not be unreasonably withheld, delayed or conditioned and the City hereby agrees to take the necessary action (including consideration by the City Council, if necessary) to approve or disapprove of such assignment, transfer or disposition within thirty (30) days after receipt of written notice from the Company. The Company shall pay all costs incurred by the City in the ordinary course of business (including attorney's fees) as a result of such assignment. (c) No sublease of the Project Equipment shall release or discharge the Company from its primary liability for the payment of the Basic Rent and Additional Rent hereunder and the performance of each and all of the covenants and agreements herein contained, and its duties and obligations under this Lease shall continue as if no such sublease had been made. The Company shall, within ten (10) days after the delivery thereof, furnish or cause to be furnished to the City and the Trustee a true and correct copy of each such sublease. Any sublease may provide, at the Company's option, that the City's consent shall not be required in respect of any further subletting thereunder if such further subletting is for a similar purpose as the original sublease and is for a purpose permissible under the Act nor with regard to any assignment of such further sublease by a sublessee if the assignment is to (i) any wholly-owned subsidiary or to any parent corporation of the sublessee; or (ii) any affiliate or entity under common control with a parent or subsidiary of the sublessee; or (iii) any entity which acquires all or substantially all of the assets or stock of the sublessee, by merger, consolidation, acquisition or other business reorganization. Section 13.2. Assignment of Revenues by City. The City 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 Company hereby consents to such pledge and assignment. The City and the Company recognize that the Trustee is a third party creditor -beneficiary of this Lease. Section 13.3. Restrictions on Sale or Encumbrance of Project by City. During the Lease Term, the City agrees that, except to secure the Bonds to be issued pursuant to the Indenture, it will not sell, assign, encumber, transfer or convey the Project Equipment or any interest therein, 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. -27- 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 (1) the Trustee, given in accordance with the provisions of the Indenture, and (2) the Company. 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 governed by Section 1403 of the Indenture. Section 15.2. City Shall Not Unreasonably Withhold Consents and Approvals. Wherever in this Lease it is provided that the City shall, may or must give its approval or consent, or execute supplemental agreements or schedules, the City shall not unreasonably, arbitrarily or unnecessarily withhold or refuse to give such approvals or consents or refuse to execute such supplemental agreements or schedules; provided, however, that nothing in this Lease shall be interpreted to affect the City's rights to approve or deny any additional project or matter unrelated to the Project Equipment subject to zoning, building permit or other regulatory approvals by the City. 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 City 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, (c) that to the extent that the payments of Basic Rent are not sufficient to provide the City and the Trustee with funds sufficient for the purposes aforesaid, the Company shall be obligated to pay, and it does hereby covenant and agree to pay, upon demand therefor, as Additional Rent, such further sums of money, in cash, as may from time to time be required for such purposes, and (d) that if after the principal of and interest on the Bonds and all costs incident to the payment of the Bonds (including the reasonable fees and expenses of the City and the Trustee) have been paid in full the Trustee or the City 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 Company 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 Company. Section 15.4. Limitation on Liability of City. No provision, covenant or agreement contained in this Lease, the Indenture or the Bonds, or any obligation herein or therein imposed upon the City, or the breach thereof, shall constitute or give rise to or impose upon the City a pecuniary liability or a charge upon the general credit or taxing powers of the City or the State of Missouri. Section 15.5. Governing Law. This Lease shall be construed in accordance with and governed by the laws of Missouri. -28- Section 15.6. Binding Effect. This Lease shall be binding upon and shall inure to the benefit of the City and the Company 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. Electronic Storage. The parties hereto agree that the transaction 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. Section 15.9. Performance by Company. Notwithstanding any section of this Lease to the contrary, the performance by the Company of any duty, obligation, or other of the Company's requirements under this Lease shall constitute performance by the Company and no Company default shall occur as a result of the Company's performance and satisfaction of any such requirement. Section 15.10. 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 15.11 Complete Agreement. The Company and the City understand that oral or unexecuted agreements or commitments to loan money, extend credit or to forbear from enforcing repayment of a debt including promises to extend or renew such debt are not enforceable. To protect the Company and the City from misunderstanding or disappointment, any agreements the Company and the City reach covering such matters are contained in this Lease, the Bond Purchase Agreement and in the Performance Agreement, which are the complete and exclusive statements of the agreement between the Company and the City, except as the Company and the City may later agree in writing to modify this Lease and the Performance Agreement. [Remainder of page intentionally left blank.] -29- IN WITNESS WHEREOF, the parties hereto have caused this Lease to be executed in their respective names by their duly authorized signatories, all as of the date first above written. CITY OF JEFFERSON, MISSOURI By: Name: Carrie Tergin Title: Mayor [SEAL] ATTEST: By: Name: Emily Donaldson Title: City Clerk Lease Agreement Jefferson City (Modern Litho -Print Co. Project) S-1 MODERN LITHO -PRINT CO., a Missouri corporation By: Name: Darrell D. Moore Title: President Lease Agreement Jefferson City (Modern Litho -Print Co. Project) S-2 EXHIBIT A DESCRIPTION OF THE PROJECT SITE The Project Site consists of the Company's existing manufacturing facility where the Project Equipment will be situated and installed, which facility is located at 6009 Stertzer Road in the City of Jefferson, Missouri. A-1 EXHIBIT B PROJECT EQUIPMENT All items machinery, equipment and other personal property located or to be located on the Project Site pursuant to Article IV hereof and paid for in whole or in part from the proceeds of Bonds (either directly or by reimbursement of the Company), and all replacements thereof and substitutions therefor made pursuant to this Lease. 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 DECEMBER 1, 2019, BETWEEN THE CITY OF JEFFERSON, MISSOURI, AND THE TRUSTEE, AND A LEASE AGREEMENT DATED AS OF DECEMBER 1, 2019, BETWEEN THE CITY OF JEFFERSON, MISSOURI, AND MODERN LITHO -PRINT CO. The undersigned hereby requests that a total of $ be paid for Project Costs (as defined in said Lease) in such amounts, to such payees and for such purposes as set forth on Schedule 1 attached hereto. Set forth on Schedule 2 attached hereto is a description of the Project Equipment acquired, which is being paid for in whole with Bond proceeds pursuant to this Requisition Certificate. We hereby state and certify that: (i) the amounts requested are or were necessary and appropriate in connection with the acquisition, installation and equipping of the Project Equipment, have been properly incurred and are a proper charge against the Project Fund, and have been paid by 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; (ii) as of this date, except for the amounts referred to above, there are no, to the best of our knowledge, outstanding statements which are due and payable for labor, wages, materials, supplies or services in connection with the acquisition and installation of the Project Equipment which, if unpaid, might become the basis of a vendors', mechanics', laborers' or materialmen's statutory or similar lien upon the Project Equipment or any part thereof; and (iii) no part of the several amounts paid or due as stated above has been or is being made the basis for the withdrawal of any moneys from the Project Fund in any previous or pending application for payment made pursuant to said Lease. MODERN LITHO -PRINT CO. By: Name: Darrell D. Moore Title: President C-1 Amount SCHEDULE 1 TO REQUISITION CERTIFICATE PROJECT COSTS Payee and Address Description C-2 SCHEDULE 2 TO REQUISITION CERTIFICATE PROJECT EQUIPMENT Serial, Identification or Taxable Non -Taxable Cost Item (Description)(') Account Number Cost of Equipment of Equipment (1) With respect to any equipment, machinery or other personal property described in this Requisition Certificate and for which Project Costs are disbursed pursuant to this Requisition Certificate, in consideration of such disbursement, such equipment, machinery or other personal property is hereby BARGAINED and SOLD, and the Company by these presents does now GRANT and CONVEY, unto the CITY OF JEFFERSON, MISSOURI, and its successors and assigns, all of its right, title and interest, if any, in and to such personal property, and such personal property shall constitute a portion of the "Project Equipment" as defined under the Lease Agreement dated as of December 1, 2019, between the Company and the City. The property is being conveyed "as is," "where is" and "with all faults" as of the date of this Requisition Certificate, without any representation or warranty whatsoever as to its condition, fitness for any particular purpose, merchantability, or any other warranty, express or implied. C-3 APPENDIX I Form of Performance Agreement [See Document No. 4] Approval Version $5,000,000 (Aggregate Maximum Principal Amount) CITY OF JEFFERSON, MISSOURI TAXABLE INDUSTRIAL DEVELOPMENT REVENUE BONDS (MODERN LITHO -PRINT CO. PROJECT) SERIES 2019 DATED AS OF DECEMBER 1, 2019 BOND PURCHASE AGREEMENT City of Jefferson, Missouri 320 East McCarty Street Jefferson City, Missouri 65101 Ladies and Gentlemen: On the basis of the representations and covenants and upon the terms and conditions contained in this Bond Purchase Agreement, Modern Litho -Print Co., a Missouri corporation (the "Purchaser"), offers to purchase from the City of Jefferson, Missouri (the "City"), the above -referenced series of Taxable Industrial Development Revenue Bonds (the "Bonds"), to be issued by the City, under and pursuant to Ordinance No. passed by the governing body of the City on December 2, 2019 (the "Ordinance") and a Trust Indenture dated as of December 1, 2019 (the "Indenture"), by and between the City and UMB Bank, N.A., Kansas City, Missouri, as trustee (the "Trustee"). Capitalized terms not otherwise defined herein shall have the meanings set forth in Section 101 of the Indenture. SECTION 1. REPRESENTATIONS AND AGREEMENTS (a) By the City's acceptance hereof, the City hereby represents to the Purchaser that: (1) The City is a home rule charter city and municipal corporation duly organized and validly existing under the laws of the State of Missouri. The City is authorized under Article VI, Section 27(b) of the Missouri Constitution and Sections 100.010 through 100.200 of the Revised Statutes of Missouri, as amended, and its Charter to authorize, issue and deliver the Bonds and to consummate all transactions contemplated by this Bond Purchase Agreement, the Ordinance, the Indenture, the Lease, the Performance Agreement and any and all other agreements relating thereto. The proceeds of the Bonds shall be used to finance the Project for the benefit of Modern Litho -Print Co., a Missouri corporation (the "Company"), and to pay for the costs incurred in connection with the issuance of the Bonds; (2) 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 City 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 Bonds or the constitutionality or validity of the indebtedness represented by the Bonds or the validity of the Bonds, the Ordinance, the Lease, the Indenture or the Performance Agreement; and (3) Any certificate signed by an authorized representative of the City and delivered to the Purchaser shall be deemed a representation and warranty by the City to such party as to the statements made therein. (b) The Purchaser represents as follows: (1) The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Missouri and duly authorized to transact business in the State of Missouri; (2) The execution, delivery and performance of this Bond Purchase Agreement by the Purchaser has been duly authorized by all necessary action of the Purchaser and does not and will not conflict with or result in the breach of any of the terms, conditions or provisions of, or constitute a default under, its organizational documents, any law, court or administrative regulation, decree or order applicable to or binding upon the Purchaser, or, to the best of its knowledge, any agreement, indenture, mortgage, lease or instrument to which the Purchaser is a party or by which it is bound; (3) When executed and delivered by the Purchaser, this Bond Purchase Agreement will be, and is, a legal, valid and binding obligation, enforceable in accordance with its terms, subject, as to enforcement, to any applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting the enforcement of creditors' rights generally and further subject to the availability of equitable remedies; and (4) Any certificate signed by an authorized officer or agent of the Purchaser and delivered to the City shall be deemed a representation and warranty by the Purchaser to such party as to the statements made therein. SECTION 2. PURCHASE, SALE AND DELIVERY OF THE BONDS 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 City and the City agrees to sell to the Purchaser the Bonds on the terms and conditions set forth herein. The Bonds shall be sold to the Purchaser by the City on the Closing Date (hereinafter defined) upon payment of an amount equal to the Closing Price (hereinafter defined) for the Bonds, which amount shall be deposited or deemed deposited in the Project Fund as provided in the Indenture and shall thereafter on the Closing Date immediately be applied to the payment of Project Costs as provided in the Lease. From time to time after the Closing Date as additional Project Costs are incurred, the Purchaser may make additional payments with respect to the Bonds ("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; provided that the sum of the Closing Price and all such Additional Payments for the Bonds shall not, in the aggregate, exceed $5,000,000. As used herein, the term "Closing Date" shall mean December , 2019, or such other date as shall be mutually agreed upon by the City and the Purchaser; the term "Closing Price" shall mean, with respect to the Bonds, that certain amount specified in writing by the Purchaser and agreed to by the City -2- as the amount required to pay for the initial issuance of the Bonds on the Closing Date, which amount shall be equal to any Project Costs spent by the Company from its own funds before the Closing Date, including costs of issuance. The Bonds shall be issued under and secured as provided in the Ordinance and in the Indenture and the Lease authorized thereby and the Bonds shall have the maturity, interest rate and shall be subject to redemption as set forth therein. The delivery of the Bonds shall be made in definitive form as a fully registered bond in the maximum aggregate principal denomination of $5,000,000; provided, that the principal amount of the Bonds 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 Bonds only on the outstanding principal amount of the Bonds, as more fully provided in the Indenture. The Purchaser agrees to indemnify and hold harmless the City, the Trustee, and any member, officer, official or employee of the City or of the Trustee and any person controlling 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 to the extent caused by any violation by the Purchaser of, or failure by the Purchaser to comply with, any federal or state securities laws in connection with 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 Purchaser, the Indemnified Parties shall promptly notify the Purchaser in writing and the Purchaser shall promptly assume the defense thereof, including the employment of counsel, the payment of all expenses and the right to negotiate and consent to settlement. Any one or more of the Indemnified Parties shall have the right to 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. The Purchaser 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 Purchaser or if there be a final judgment for the plaintiff in any such action against the Purchaser or any of the Indemnified Parties, with or without the consent of the Purchaser, then provided that the Purchaser was given prompt written notice and the ability to assume the defense thereof as required by this paragraph, the Purchaser 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 City of the City's obligations and agreements to be performed hereunder on or prior to the Closing Date and to the accuracy of and compliance with the City'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 Trust Indenture, the Performance Agreement, this Bond Purchase Agreement and the Lease and any other instrument contemplated thereby and such documents 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 City shall confirm on the Closing Date by a certificate that at and as of the Closing Date the City has taken all action necessary to issue the Bonds 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 City or the legality of any official act shown to have been done in the transcript of proceedings leading up to the issuance of the Bonds, -3- or the constitutionality or validity of the indebtedness represented by the Bonds or the validity of the Bonds or any proceedings in relation to the issuance or sale thereof; (c) The Purchaser shall execute a certificate, dated the Closing Date, to the effect that (i) no litigation, proceeding or investigation is pending against the Purchaser or its affiliates or, insofar as the Purchaser has knowledge, threatened which would (A) contest, affect, restrain or enjoin the issuance, validity, execution, delivery or performance of the Bonds, or (B) in any way contest the existence or powers of the Purchaser, (ii) no litigation, proceeding or investigation is pending or, insofar as the Purchaser has knowledge, threatened against the Purchaser that could reasonably be expected to adversely affect its ability to perform its obligations hereunder or under the Lease, the Performance Agreement, (iii) the representations and warranties of the Purchaser herein were and are true and correct in all material respects and not misleading as of the date made and as of the Closing Date, and (iv) such other matters as are reasonably requested by the other parties in connection with the issuance of the Bonds; and (d) Receipt by the Purchaser of an approving opinion from Gilmore & Bell, P.C., in form and substance satisfactory to the Purchaser. SECTION 4. THE PURCHASER'S RIGHT TO CANCEL The Purchaser shall have the right to cancel its obligation hereunder to purchase the Bonds by notifying the City in writing 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., as bond counsel to the City ("Bond Counsel"), with respect to the validity of the authorization and issuance of the Bonds. 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 Bonds to the Purchaser. SECTION 7. PAYMENT OF EXPENSES The Company shall pay all reasonable expenses and costs to effect the authorization, preparation, issuance, delivery and sale of the Bonds. To the best of the City's knowledge and belief, the only expenses payable by the Company in connection with the issuance of the Bonds are the following: (1) the legal fees of Gilmore & Bell, P.C., as Bond Counsel, in the amount of $24,000 (which includes the bond counsel fee plus a fee for the preparation of the cost -benefit analysis required by the plan for industrial development) plus reimbursement for out-of-pocket expenses up to $500, and (2) the Trustee's initial acceptance fee and first year's administrative fee totaling $1,250. -4- SECTION 8. NOTICE Any notice or other communication to be given under this Agreement may be given by mailing or delivering the same in writing to: (a) To the City: City of Jefferson, Missouri 320 East McCarty Street Jefferson City, Missouri 65101 Attention: City Administrator Fax: (573) 634-6457 with a copy to: City Counselor City of Jefferson, Missouri 320 East McCarty Street Jefferson City, Missouri 65101 Fax: (573) 634-6457 (b) To the Trustee: UMB Bank, N.A. 928 Grand Boulevard, 12th Floor Kansas City, Missouri 64106 Attention: Corporate Trust Department Fax: (816) 860-3029 (c) To the Purchaser: Modern Litho -Print Co. 6009 Stertzer Road Jefferson City, Missouri 65101 Attention: Darrell Moore Fax: (573) 636-2655 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 City upon compliance with the terms set forth in Section 13.1 of the Lease. Any such assignee shall agree to be bound by the terms of this Bond Purchase Agreement. [Remainder of page intentionally left blank.] -5- -6- 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. Very truly yours, MODERN LITHO -PRINT CO., as Purchaser Date of Execution: By: Name: Darrell D. Moore December , 2019 Title: President Accepted and Agreed to this day of December, 2019. MODERN LITHO -PRINT CO., as Company By: Name: Darrell D. Moore Title: President Bond Purchase Agreement Modern Litho -Print Co. Project, Series 2019 S-1 Accepted and Agreed to this day of December, 2019. [SEAL] ATTEST: By: Name: Emily Donaldson Title: City Clerk Bond Purchase Agreement Modern Litho -Print Co. Project, Series 2019 S-2 CITY OF JEFFERSON, MISSOURI By: Name: Carrie Tergin Title: Mayor Approval Version PERFORMANCE AGREEMENT Dated as of December 1, 2019 BETWEEN CITY OF JEFFERSON, MISSOURI AND MODERN LITHO -PRINT CO. Prepared By: Gilmore & Bell, P.C. Kansas City, Missouri PERFORMANCE AGREEMENT THIS PERFORMANCE AGREEMENT, dated as of December 1, 2019 ("Agreement") from time to time amended and supplemented in accordance with the provisions hereof, is between CITY OF JEFFERSON, MISSOURI, a home rule charter city and municipal corporation organized and existing under the laws of the State of Missouri (the "City"), and MODERN LITHO -PRINT CO., a corporation organized and existing under the laws of the State of Missouri (the "Company"). RECITALS: 1. The City 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 Section 100.010 of the Revised Statutes of Missouri, as amended) 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, research and development, warehousing and industrial development purposes upon such terms and conditions as the City shall deem advisable. 2. The Council of the City adopted Resolution 2019-5 on August 5, 2019, expressing the official intent of the City to issue industrial development revenue bonds under the Act in a principal amount not to exceed $5,000,000 to finance an economic development project for the Company (the "Project"), consisting of acquiring a printing press and other support machinery and equipment (the "Project Equipment," as more fully described on Exhibit A hereto) to be installed at the Company's existing facility located at 6009 Stertzer Road in the City (the "Project Site," as more fully described on Exhibit A hereto). 3. Following notice to the affected taxing jurisdictions in accordance with Section 100.059.1 of the Act, the Council of the City adopted Ordinance No. on December 2, 2019 (the "Ordinance"), (a) approving a plan for the Company's Project (the "Chapter 100 Plan") and (b) authorizing the issuance of $5,000,000 maximum aggregate principal amount of Taxable Industrial Development Revenue Bonds (Modern Litho -Print Co. Project), Series 2019 (the "Bonds"), to pay the costs of the Project. 4. Pursuant to the Ordinance, the City is authorized to execute and deliver (a) the Trust Indenture dated as of December 1, 2019 (the "Indenture"), between the City and UMB Bank, N.A., as bond trustee (the "Trustee"), for the purpose of issuing and securing the Bonds, (b) the Lease Agreement dated as of December 1, 2019 (the "Lease"), with the Company, as lessee, under which the City, as lessor, will cause the Company to acquire and install the Project Equipment and will lease the Project Equipment to the Company, in consideration of rental payments to be paid by the Company which will be sufficient to pay the principal of and interest on the Bonds, and (c) this Agreement, between the City and the Company, for the purpose of setting forth the terms and conditions of the Project Equipment's exemption from ad valorem personal property taxes and certain payments in lieu of taxes to be made by the Company with respect to the Project Equipment. 5. Pursuant to the foregoing, the City desires to enter into this Agreement with the Company in consideration of the Company's desire to purchase and install the Project Equipment 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 City and the Company hereby represent, covenant and agree as follows: ARTICLE I DEFINITIONS Section 1.1. Definitions of Words and Terms. In addition to the capitalized words and terms defined elsewhere in this Agreement and the capitalized words and terms defined in Section 101 of the Indenture and Section 1.1 of the Lease, which definitions are hereby incorporated herein by reference, the following capitalized words and terms as used in this Agreement shall have the following meanings: "Agreement" means this Performance Agreement dated as of December 1, 2019, between the City and the Company, as from time to time amended and supplemented in accordance with the provisions hereof. "Annual Compliance Report" means the Company's Annual Compliance Report reflecting the number of New Jobs the Company maintains at the Project Site as of a particular Subsequent Test Date that is required to be filed by the Company with the City in accordance with Section 3.3 hereof, a copy of which is attached hereto as Exhibit C. "County Assessor" means the Assessor of Cole County, Missouri. "Event of Default" means any Event of Default as provided in Section 6.1 hereof. "Initial Compliance Report" means the Company's Initial Compliance Report reflecting the number of New Jobs the Company created at the Project Site as of the Initial Test Date that is required to be filed by the Company with the City in accordance with Section 3.3 hereof, a copy of which is attached hereto as Exhibit B. "Initial Test Date" means December 31, 2024. "Job" means a full-time equivalent position with the Company of not less than 37.5 hours per week at the Project Site, which shall include normal full-time employee benefits offered by the Company. Positions filled by workers who are not directly employed by the Company do not qualify as "Jobs" for purposes of this definition. "New Jobs" means those new Jobs created at the Project Site as a result of the Project over and above the current 149 Jobs that the Company has stipulated it currently maintains on the Project Site pursuant to Section 3.3 hereof. "PILOT Payments" means the payments in lieu of taxes provided for in Article III hereof. "Project" means the acquisition and installation of the Project Equipment. "Project Equipment" shall have the same meaning as provided in Exhibit A attached hereto and by this reference made a part hereof. -2- "Project Site" shall have the meaning as provided in Exhibit A attached hereto and by this reference made a part hereof. "Subsequent Test Date" means October 31, 2025 and each October 31 thereafter to and including October 31, 2028. ARTICLE II REPRESENTATIONS Section 2.1. City's Representations. The City hereby represents that the Project will significantly benefit the City and the State of Missouri by (a) stimulating economic development in the City and the State through the creation and retention of permanent jobs and (b) increasing local and state tax revenues. Section 2.2. Company's Representations. The Company hereby represents as follows: (a) The Project will significantly benefit the City and the State of Missouri by (1) stimulating economic development in the City and the State through the creation and retention of permanent jobs and (2) increasing local and state tax revenues. (b) The Project would not proceed without the assistance provided by the City. ARTICLE III PERSONAL PROPERTY TAX EXEMPTION; PAYMENTS IN LIEU OF TAXES Section 3.1. Personal Property Tax Exemption. (a) The City expects the Project Equipment and the Company's leasehold interest in the Project Equipment to be exempt from ad valorem personal property taxation from and after January 1 of the year following the City's acquisition thereof and continuing so long as the City owns title to such Project Equipment. The first year of the exemption period shall begin on January 1, 2020. Notwithstanding any other provision of this Agreement to the contrary, the last year of such exemption period shall be 2028. (b) The Company covenants and agrees that, during each year the Project Equipment is exempt from ad valorem personal property taxes by reason of the City owning title to the Project Equipment, the Company will make annual payments in lieu of taxes to the City (the Base PILOT Payment as required by Section 3.2 hereof, and any New Job PILOT Payment required by Section 3.3 hereof are, collectively, referred to herein as a "PILOT Payment") as described in this Article III relating to the Project Equipment. The City and the Company hereby agree that the personal property tax abatement provided by this Agreement, and the Company's obligation to pay any PILOT Payment, shall only apply to the personal property financed with the proceeds of the Bonds (i.e., personal property constituting a part of the Project Equipment) and shall not apply to personal property not financed with proceeds of the Bonds. -3- Section 3.2. Payments in Lieu of Taxes. (a) It is expected that the Company will acquire the Project Equipment with proceeds of the Bonds (either directly or by reimbursement of the Company) in the amounts and in the years as follows: (1) $4,000,000 of Project Equipment acquired in calendar year 2019, (2) $500,000 of Project Equipment acquired in calendar year 2020 and (3) $500,000 of Project Equipment acquired in calendar year 2021. (b) Assuming a seven-year recovery period for each annual investment in Project Equipment, the Company and the City agree that the Project Equipment shall be exempt from ad valorem personal property taxes for a period not exceeding the lesser of (1) seven years or (2) the expiration of the term of this Agreement, which period of personal property tax abatement will begin the year after such personal property comprising the Project Equipment is acquired and installed on the Project Site. Therefore, (i) for the portion of the Project Equipment acquired in calendar year 2019, the personal property tax abatement period shall be from calendar years 2020 through 2026, (ii) for the portion of the Project Equipment acquired in calendar year 2020, the personal property tax abatement period shall be from calendar years 2021 through 2027, and (iii) for the portion of the Project Equipment acquired in calendar year 2021, the personal property tax abatement period be from calendar years 2022 through 2028. (c) Under the Lease, the City will own and have title to the equipment, machinery and other personal property comprising the Project Equipment throughout the Lease term; as a result, the equipment, machinery and other personal property comprising the Project Equipment would otherwise be exempt from ad valorem personal property taxes during the entire term of the Lease (which term will end not later than December 31, 2028). However, pursuant to this Section 3.2, the Company agrees that it shall make a PILOT Payment to the City (to be delivered to the City Clerk) on or before December 31 of each year, commencing December 31, 2020 (for the portion of the Project Equipment acquired in calendar year 2019), in an amount equal to 50% of the amount of ad valorem personal property taxes which would have been paid in each year had the Project Equipment not been exempt from such personal property taxes due to the City's ownership thereof (the "Base PILOT Payment"), as further reflected below: Tax Abatement Years For Project Equipment Acquired in Year- Calendar Years Percentage of Base PILOT Payment 1-7 2019 2020-2026 50% 2019 2027 and thereafter 100%(1) 1-7 2020 2021-2027 50% 2020 2028 and thereafter 100%(2) 1-7 2021 2022-2028 50% 2021 2029 and thereafter 100% (1) (2) For equipment, machinery and other personal property comprising the Project Equipment acquired and installed on the Project Site in calendar year 2019, the last year of the 7 -year personal property tax abatement applicable to that portion of the Project Equipment will be 2026. In calendar years 2027 and thereafter, the Company will be required to pay a Base PILOT Payment equal to 100% of the ad valorem personal property taxes that would otherwise be due with respect to that portion of the Project Equipment acquired and installed on the Project Site in 2019. For equipment, machinery and other personal property comprising the Project Equipment acquired and installed on the Project Site in calendar year 2020, the last year of the 7 -year personal property tax abatement applicable to that portion of the Project Equipment will be 2027. In calendar year 2028 and thereafter, the Company will be required to pay a Base PILOT Payment equal to 100% of the ad valorem personal property taxes that would otherwise be due with respect to that portion of the Project Equipment acquired and installed on the Project Site in 2020. -4- (d) Pursuant to Section 11.4 of the Lease, the Company shall exercise its option to purchase the Project Equipment no later than December 31, 2028. If title to the Project Equipment has not been transferred by the City to the Company before the earlier of (1) January 1, 2029, or (2) the expiration of the term of this Agreement, then by not later than December 31, 2029, and not later than December 31 of each year thereafter until title to the Project Equipment is transferred to the Company, the Company shall pay to the City a Base PILOT Payment equal to 100% of the ad valorem personal property taxes that would otherwise be payable to each taxing jurisdiction but for the City's ownership of the Project Equipment. (e) The County Assessor will, until this Agreement is terminated, determine an assessed valuation with respect to the Project Equipment in accordance with Article X, Section 4(b) of the Missouri Constitution and Section 137.115 of the Revised Statutes of Missouri, as amended, as if title to the Project Equipment were in the name of the Company and not the City. Such assessment shall be performed as of January 1 of each year. To facilitate the assessment, the Company agrees to provide to the County Assessor each year, by the same date on which personal property declarations are required by law to be made, a report that includes the following information: (1) a list of equipment, machinery and other personal property comprising the portion of the Project Equipment acquired or placed in service during the calendar year; and (2) such other information as the County Assessor may reasonably require to complete the assessment of the Project Equipment. The itemization shall be consistent with the information provided to the City and the Trustee under Section 4.2 of the Lease. (f) The County Assessor shall notify the City Clerk and the Company of the assessed valuation of the personal property in writing. Section 3.3. Adjustment of Payments In Lieu of Taxes for Failure to Maintain Jobs. (a) The Company and the City entered into a Performance Agreement dated June 1, 2016 (the "2016 Performance Agreement"), for an industrial development project consisting of the acquisition and installation of certain equipment (the "2016 Project") at the Company's existing facility located on the Project Site. The 2016 Performance Agreement required the Company to (1) maintain at least 30 new Jobs at the Project Site in connection with the 2016 Project on or before August 31, 2019, and (2) maintain at least an additional 20 new Jobs at the Project Site (for a combined total of 50 new Jobs) in connection with the 2016 Project on or before August 31, 2021, and (3) maintain said 50 new Jobs each year thereafter during the term of the 2016 Performance Agreement. Pursuant to the 2016 Performance Agreement, if the Company failed to maintain the new Jobs requirement, the payments in lieu of taxes required to be paid by the Company under the 2016 Performance Agreement would be increased pursuant to a formula provided in the 2016 Performance Agreement. Under this Performance Agreement, the Company and the City agree and understand that the New Jobs requirements relating to the current Project (i.e., the acquisition and installation of the Project Equipment during calendar years 2019, 2020 and 2021 in the Company's existing facility located on the Project Site) set forth in this Section 3.3 are in addition to and independent of the Jobs requirements included in the 2016 Performance Agreement. The Company's failure to maintain the Jobs requirements under the 2016 Performance Agreement will not affect the Company's PILOT Payments required under this Agreement and the Company's failure to create and maintain the New Jobs requirements in this Agreement will not affect the Company's payments in lieu of taxes required under the 2016 Performance Agreement. -5- (b) The Company covenants and agrees to create and maintain at least 25 New Jobs at the Project Site, on or before December 31, 2024 (the first Test Date), and continue to maintain said New Jobs for so long as the personal property tax abatement in this Agreement is in effect. As of the date of this Agreement, the City and Company agree that the Company currently maintains 149 Jobs at the Project Site for purposes of determining the number of New Jobs created at the Project Site in connection with the Project pursuant to this Section 3.3. (c) If the Company fails to create at least 25 New Jobs at the Project Site on or before December 31, 2024 (over and above the 149 Jobs the Company currently maintains at the Project Site as set forth in subsection (b) of this Section 3.3), as certified by the Company to the City in the Initial Compliance Report described in subsection (e) of this Section 3.3 (measured by determining the actual number of New Jobs at the Project Site on December 31, 2024), the Company shall pay a PILOT Payment in addition to the Base PILOT Payment set forth in Section 3.2 hereof (the "New Job PILOT Payment") due to the City on or before January 31, 2025, in an amount equal to the formula percentage calculated below multiplied by the amount of ad valorem personal property taxes which would otherwise be due with respect to the Project Equipment: .50 - (.50 X Actual Number of New Jobs New Job 25 ) PILOT % (d) If the Company fails to maintain said 25 New Jobs at the Project Site as of October 31, 2025 (i.e., a "Subsequent Test Date"), or as of any Subsequent Test Date thereafter as long as this agreement is in effect, as certified by the Company to the City in the Annual Compliance Report described in subsection (f) of this Section 3.3 (measured by determining the actual number of New Jobs on that last day of each month on each of the immediately preceding 12 months ending on each Subsequent Test Date and then calculating the 12 -month average), the Company shall pay a New Job PILOT Payment due to the City on or before December 31 of each such calendar year (i.e. calendar years December 31, 2025 through 2028, as applicable) in an amount equal to the formula percentage calculated below multiplied by the amount of ad valorem personal property taxes which would otherwise be due with respect to the Project Equipment: .50 - (.50 X Actual Number of New Jobs New Job 25 ) PILOT % (e) For the purposes of determining whether the Company created at least 25 New Jobs at the Project Site on or before December 31, 2024, the Company shall file with the City Clerk on or before January 10, 2025, the Initial Compliance Report in the form attached hereto as Exhibit B. (f) For purposes of determining whether the Company continues to maintain said 25 New Jobs at the Project Site for a specific year thereafter, the Company shall file with the City Clerk annually, commencing on November 10, 2025, and continuing on each November 10 thereafter while this Agreement remains in effect, an Annual Compliance Report in the form attached hereto as Exhibit C. (g) The Company also agrees to provide reasonable access to the Company's payroll records for purposes of verifying the number of New Jobs, subject to such limitations as the Company determines to be necessary to maintain the privacy of the payroll information of individuals and to comply with all of the Company's legal obligations with respect to the privacy of the payroll information of individuals. -6- (h) The calculations set forth in this Section 3.3 relating to the Company's requirement to create at least 25 New Jobs at the Project Site on or before December 31, 2024, shall be performed as of the Initial Test Date (i.e., December 31, 2024), with any resulting New Job PILOT Payment due as a result of such calculation to be applicable to the calendar year ended December 31, 2024. (i) The calculations set forth in this Section 3.3 relating to the Company's requirement to maintain said 25 New Jobs at the Project Site after December 31, 2024, shall be performed as of each Subsequent Test Date (i.e., October 31, 2025 and each October 31 thereafter, ending October 31, 2028), with any resulting New Job PILOT Payment due as a result of such calculation to be applicable for the calendar year in which such Subsequent Test Date occurs. (j) In no event shall the Company's total Base PILOT Payment plus any required New Job PILOT Payment in any calendar year calculated pursuant to Section 3.2 hereof or this Section 3.3, exceed 100% of the actual personal property taxes that would have otherwise been payable on the Project Equipment, but for the City's ownership thereof, for the given calendar year. Section 3.4. Distribution of PILOTS. Within 30 days of the date of receipt of the PILOT Payment(s), the City Clerk or other designated billing/collection agent shall distribute the PILOT Payment(s), after reduction for the administrative costs of the City as provided by Section 3.6 hereof, among the taxing jurisdictions in proportion to the amount of personal property taxes which would have been paid in each year had the Project Equipment not been exempt from personal property taxation pursuant to this Agreement. Section 3.5. Obligation of City to Effect Personal Property Tax Abatement. The City agrees to take all actions within its control to obtain and/or maintain in effect the exemption referred to in Section 3.1 hereof, including any filing required with any governmental authorities; provided, however, the City shall not be liable for any failure of the County or any governmental taxing authority to recognize the exemption provided herein. The City covenants that it will not voluntarily take any action that may cause or induce the levy or assessment of ad valorem personal property taxes on the Project Equipment. In the event such a levy or assessment should occur, the City shall, at the Company's request and at the Company's expense, fully cooperate with the Company in all reasonable ways to prevent and/or remove any such levy or assessment against the Project Equipment. Section 3.6. Administration Costs. Under Section 100.050 of the Act, the City may require the Company to reimburse the City for its actual costs of issuing the Bonds and administering the Chapter 100 Plan including costs associated with this Agreement in an amount no greater than $1,000.00 per year. The City Clerk will provide a statement for such costs to the Company not later than November 15 of each year, and the Company will reimburse the City for its costs on or before December 31 of each year continuing until December 31 of the year in which this Agreement expires or is terminated. Section 3.7. Other Property Taxes In Connection with the Project Equipment. The personal property tax exemption provided by the City's ownership of the Project Equipment is expected to apply to all interests in the Project Equipment during the period the Project Equipment is owned by the City. If any ad valorem personal property taxes are levied by or on behalf of any taxing jurisdiction against any interest in the Project Equipment during the period the City owns the Project Equipment (including, without limitation, any ad valorem personal property taxes levied against the Company's rights in the Lease), the amount of ad valorem personal property tax payments related to such levy or levies which are paid by the Company and received by the City shall be credited against and reduce on a pro rata basis the amount of the PILOT Payments the Company is obligated to pay pursuant to this Agreement. The Company shall be responsible for any personal property taxes related to any interest in -7- the Project Equipment or other personal property, equipment or machinery located on the Project Site which the Company owns in its own name or granted to the Company other than pursuant to the Lease. Section 3.8. No Sales Tax Exemption. The purchase and installation of the Project Equipment shall not be exempt from any sales taxes imposed by any governmental authority by virtue of the City's ownership of the Project Equipment, and neither the City nor the Company shall request any such exemption. Nothing herein shall limit the Company's right to any exemption of sales taxes not resulting from the City's ownership of title to the Project Equipment. Section 3.9. Credits for Certain Tax Payments. Nothing in this Agreement shall be construed to require the Company to make duplicate tax payments. The Company shall receive a credit hereunder to such extent it has made any payment for ad valorem personal property taxes on the Project Equipment to the County. Section 3.10. Company's Right To Protest Taxes. Notwithstanding any other provision of this Agreement to the contrary, nothing in this Agreement shall be construed to limit or in any way restrict the availability of any provision of State law which confers upon the Company the right to appeal, protest or otherwise contest any property tax valuation, assessment, classification or similar action. Section 3.11. PILOT Payments Following Cessation of Operations at the Project Site. If for any reason the Company completely vacates, abandons or ceases operations at the Project Site during the term of this Agreement, and fails to exercise its option to purchase the Project Equipment within 90 days after such vacancy, abandonment or cessation of operations, the Company shall make a PILOT Payment to the City (addressed to the City Clerk to be distributed as provided in Section 3.4) equal to 100% of the ad valorem personal property taxes that would otherwise be payable to each taxing jurisdiction if the Project Equipment was not owned by the City. Such PILOT Payment shall be made on or before December 31 in the year in which the Company ceases operations in a pro rata amount assuming the Project Equipment was placed on the personal property tax rolls effective on the date of cessation through December 31 and on each December 31 thereafter for each year in which the Project Equipment is, on January 1 of such year, still titled in the name of the City, and the Company has ceased operations at the Project Site. Section 3.12. No Abatement on Special Assessments, Licenses or Fees. The City and the Company hereby agree that the personal property tax exemptions described in this Agreement shall not apply to special assessments and shall not serve to reduce or eliminate any other licenses or fees owing to the City or any other taxing jurisdiction with respect to the Project Equipment. The Company hereby agrees to make payments with respect to all special assessments, licenses and fees which would otherwise be due with respect to the Project Equipment if such Project Equipment was not owned by the City. Section 3.13. No Abatement on Real Property. The City and the Company hereby agree that the personal property tax exemptions described in this Agreement shall not apply to real property. ARTICLE IV COVENANTS, REPRESENTATIONS AND AGREEMENTS OF THE COMPANY Section 4.1. Inspection. The Company agrees that the City and its duly authorized agents shall have the right at reasonable times (during business hours), subject to at least five Business Days advance notice and to the Company's usual business proprietary, safety and security requirements, to -8- enter upon the Project Site to examine and inspect the Project Equipment and the records of the Company which demonstrate compliance with this Agreement. Section 4.2. Compliance with Laws. To the best of the Company's knowledge, the Project Equipment is and will be in material compliance with all applicable federal, State and local laws, statutes, ordinances, rules, regulations, executive orders and codes pertaining to or affecting the Project Equipment, including environmental laws, subject to all applicable rights of the Company to contest the same. Section 4.3. Purchase, Installation and Operation. The Project Equipment will be purchased, installed and operated in a manner that is consistent with the description of the Project Equipment contained in this Agreement and in the Lease. In the event the Project Equipment purchased and installed is materially inconsistent with the description of the Project Equipment contained herein and in the presentation to the City Council of the City, the City reserves the right to declare an Event of Default in accordance with Section 6.1 hereof. Section 4.4. Indemnification. The Company shall indemnify and save and hold harmless the City and the County Assessor from and against all claims, demands, costs, liabilities, damages or expenses, including reasonable attorneys' fees, 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, the Project Equipment and the Project Site, as applicable, during the term of the Lease, and against and from all claims, demands, costs, liabilities, damages or expenses, including reasonable attorneys' fees, arising during the term of the Lease from any event described in Section 10.5 of the Lease to the extent and subject to the limitations provided therein. Section 4.5. Costs of Issuance of the Bonds. The Company agrees to pay on the date of the initial issuance of the Bonds, all costs of issuance incurred in connection therewith, provided that a closing memorandum detailing all costs of issuance is provided to the Company for review at least two Business Days prior to the initial issuance of the Bonds. ARTICLE V SALE AND ASSIGNMENT The benefits granted by the City to the Company pursuant to this Agreement shall belong solely to the Company, and such benefits shall not be transferred (other than to an affiliate of the Company), assigned, pledged or in any other manner hypothecated without the express written consent of the City; but nothing herein shall preclude the Company from assigning or pledging its interest in the Project Equipment so long as (a) the Company continues to occupy the Project Site upon which the Project Equipment is located and otherwise remains responsible for its undertakings herein or (b) such assignment complies with Section 13.1 of the Lease. ARTICLE VI DEFAULT AND REMEDIES Section 6.1. Events of Default. If any one or more of the following events occurs and is continuing, it is hereby defined as and declared to be and to constitute an Event of Default hereunder: -9- (a) the Company fails to make any PILOT Payments required to be paid hereunder within 10 days after written notice and demand by the City; (b) The occurrence and continuance of an Event of Default by the Company under the Lease following any applicable notice and grace period provided therein; (c) the Company shall fail to perform any of its obligations hereunder for a period of 60 days (or such longer period as the City and the Company may agree in writing) following written notice to the Company from the City of such failure which notice shall include a specific description of the Company's failure hereunder); provided however, that if such failure is not subject to cure within such 60 days, such failure shall not constitute an Event of Default hereunder if the Company initiates action to cure such default and pursues such action diligently; or (d) any representation of the Company contained herein proves to be materially false or erroneous and is not corrected or brought into compliance within 60 days (or such longer period as the City and the Company may agree in writing) after the City has given written notice to the Company specifying the false or erroneous representation and requiring it to be remedied; provided, however, that if such matter is not subject to cure within such 60 days after such notice, it shall not constitute and Event of Default hereunder if the Company initiates action to cure the default within such 60 days after such notice and pursues such action diligently. Section 6.2. Remedies on Default. (a) Upon an Event of Default hereunder, this Agreement may be terminated by written notice to the Company from the City. Upon such termination, the Company shall make a PILOT Payment to the City equal to (i) the pro rata amount payable pursuant to Section 3.3 hereof from January 1 of the year in question through the effective date of termination, plus (ii) the pro rata amount of ad valorem personal property taxes that would be due for the remaining portion of the year assuming the Project Equipment was placed on the tax rolls effective on the date of termination through December 31; provided, however, the PILOT Payments following cessation of operations shall be governed by Section 3.11; and provided further, the Company shall receive a credit for all PILOT Payments made pursuant to Section 3.2 hereof and such credit shall reduce the amount of any payments due under this Section. (b) Upon any termination of this Agreement, the Company agrees to pay interest and penalties on all amounts due hereunder to the same extent as if such payments were late personal property tax payments under State law. Section 6.3. Payments on Defaulted Amounts. Any amounts payable hereunder in lieu of ad valorem personal property taxes which are not paid when due shall be subject to penalties imposed by State law on overdue ad valorem personal property taxes from the date such payment was first due. Section 6.4. Enforcement. In addition to the remedies specified in Section 6.2, upon the occurrence of an Event of Default, the City or any taxing jurisdictions that would benefit from the PILOT Payments provided for in this Agreement may bring an action for specific performance to enforce such payments. Section 6.5. Failure of the City to Perform its Obligations. In the event the City shall fail to perform any of its obligations hereunder for (a) a period of 60 days (or such longer period as the Company and the City may agree in writing) following written notice to the City Clerk from the Company of such failure which notice shall include a specific description of the City's failure hereunder, -10- or (b) if such failure is not subject to cure within such 60 days, the City shall have failed to initiate action to cure such default and shall pursue such action diligently; the Company may declare that the City is in default under this Agreement and may pursue any legal remedy available to it to enforce this Agreement. ARTICLE VII TERM OF AGREEMENT Section 7.1. Term of Agreement. This Agreement shall become effective upon execution, and subject to earlier termination pursuant to the provisions of this Agreement (including particularly the following sentence and Article VI hereof), shall have an initial term commencing as of the date of this Agreement and terminating on December 31, 2028. This Agreement shall automatically terminate upon the earlier to occur of the following: (a) the payment in full of the Bonds (or any bonds issued to refund the Bonds) and the payment of all amounts due under this Agreement; (b) the expiration of the Lease Term set forth in Section 3.2 of the Lease; or (c) the occurrence and continuance of an uncured Event of Default and the subsequent termination of this Agreement pursuant to the provisions of the Lease and this Agreement. Section 7.2 Payments in Final Year. The foregoing provisions of Section 7.1 shall not relieve the Company of its obligation to make any PILOT Payments owing during the year in which the Bonds are paid in full, to the extent the Company receives the ad valorem personal property tax abatement contemplated for that year and such PILOT Payment is due under this Agreement. ARTICLE VIII MISCELLANEOUS PROVISIONS Section 8.1. Severability. If for any reason any provision of this Agreement shall be determined to be invalid or unenforceable, the validity and enforceability of the other provisions hereof shall not be affected thereby. Section 8.2. Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Missouri. Section 8.3. Execution in Counterparts. This Agreement 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 8.4. Waiver. The City and the Company acknowledge and agree that the amounts payable hereunder shall constitute payments due the City under the Lease executed in connection with the Bonds. The Company shall not be entitled to any extension of payment of such amounts as a result of a filing by or against the Company in any bankruptcy court. -11- Section 8.5. Entire Agreement. This Agreement constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, between the City and the Company with respect to the subject matter hereof. Section 8.6. Electronic Storage of Documents. The City and the Company agree that the transaction described herein may be conducted and related documents may be sent, stored and received by electronic means. Section 8.7. Notices. All notices, certificates or other communications required or desired to be given hereunder shall be given in the manner specified in the Indenture. Section 8.8. Employee Verification. The Company will comply with and satisfy the requirements of Section 285.530.2, RSMo., as amended, which requires (a) any business entity receiving tax abatement to, by sworn affidavit and provision of documentation, annually affirm its enrollment and participation in a federal work authorization program with respect to the employees working in connection with the business entity receiving tax abatement, and (b) every such business entity to annually sign an affidavit affirming that it does not knowingly employ any person who is an unauthorized alien in connection with the entity receiving tax abatement. The Company shall provide such affidavits and documentation to the City Clerk on or before November 15 of each year during the term of this Agreement, beginning November 15, 2020, and also upon execution of this Agreement. Section 8.9. Complete Agreement. The Company and the City understand that oral or unexecuted agreements or commitments to loan money, extend credit or to forbear from enforcing repayment of a debt including promises to extend or renew such debt are not enforceable. To protect the Company and the City from misunderstanding or disappointment, any agreements the Company and the City reach covering such matters are contained in this Agreement and in the Lease, which are the complete and exclusive statements of the agreement between the Company and the City, except as the Company and the City may later agree in writing to modify this Agreement and the Lease. [Remainder of this page intentionally left blank.] -12- IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in their respective corporate names, all as of the date first above written. [SEAL] ATTEST: By: - Name: Emily Donaldson Title: City Clerk Performance Agreement Modern Litho -Print Co. Project Taxable Industrial Development Revenue Bonds, Series 2019 S-1 CITY OF JEFFERSON, MISSOURI By: Name: Carrie Tergin Title: Mayor MODERN LITHO -PRINT CO. By: Name: Darrell D. Moore Title: President Performance Agreement Modern Litho -Print Co. Project Taxable Industrial Development Revenue Bonds, Series 2019 S-2 ACKNOWLEDGMENT AND AGREEMENT The County Assessor of Cole County, Missouri, acknowledges receipt of this Agreement and agrees to perform the duties imposed on the County Assessor by Article III of this Agreement. Performance Agreement Modern Litho -Print Co. Project Taxable Industrial Development Revenue Bonds, Series 2019 S-3 OFFICE OF COLE COUNTY, MISSOURI ASSESSOR By: Name: Christopher Estes Title: County Assessor EXHIBIT A DESCRIPTION OF THE PROJECT EQUIPMENT The printing presses and all other items machinery, equipment and personal property located or to be located on the Project Site paid for in whole or in part from the proceeds of Bonds (either directly or by reimbursement of the Company), and all replacements thereof and substitutions therefor made pursuant to the Lease. DESCRIPTION OF THE PROJECT SITE The Project Site consists of a tract of land lying in the City of Jefferson, Cole County, Missouri, commonly known as 6009 Stertzer Road, and the Company's existing manufacturing facility located thereon (which is where the Project Equipment will be situated and installed). Performance Agreement Modern Litho -Print Co. Project Taxable Industrial Development Revenue Bonds, Series 2019 EXHIBIT B INITIAL COMPLIANCE REPORT Date: January , 2025 A. COMPANY INFORMATION. Name: Address: City: State: Zip Code: Contact: Title: Telephone: B. EMPLOYMENT INFORMATION. Fax: The Company the total "Jobs" at the Project Site on December 31, 2024, is set forth below in the column labeled "Total Jobs." The total "New Jobs" at the Project Site on December 31, 2024 (i.e. the number of total "Jobs" at the Project Site less 149) is set forth below in the column labeled "New Jobs." Total Jobs and New Jobs at Project Site on December 31, 2024 Total Jobs New Jobs Attached is a copy of a report verifying the above calculation containing at a minimum the following information for each Job: 1. Name. 2. Hire Date. 3. Termination Date. C. CERTIFICATION. The undersigned hereby represents and certifies that, to the best knowledge and belief of the undersigned, this Initial Compliance Report contains no information or data, contained herein or in the exhibits or attachments, that is false or incorrect in any material respect. Performance Agreement Modern Litho -Print Co. Project Taxable Industrial Development Revenue Bonds, Series 2019 Dated this day of Signature: Name: Title: Performance Agreement Modern Litho -Print Co. Project Taxable Industrial Development Revenue Bonds, Series 2019 EXHIBIT C ANNUAL COMPLIANCE REPORT Date: November , 20 A. COMPANY INFORMATION. Name: Address: City: State: Zip Code: Contact: Telephone: Title: Fax: B. EMPLOYMENT INFORMATION. The highest number of total "Jobs" at the Project Site on the last day of each of the immediately preceding 12 months ending on October 31, 20_ (the October 31St prior to this Report) is set forth below in the column labeled "Total Jobs." The highest number of "New Jobs" at the Project Site on the last day of each of the immediately preceding 12 months ending on October 31, 20_ (i.e. highest number of total "Jobs" at the Project Site less [15]) is set forth below in the column labeled "New Jobs." The 12 -month average of the actual number of "Jobs" and "New Jobs" on the last day of each month on each of the immediately preceding 12 months ending on October 31, 20_ is set forth below under the row labeled "12 Month Average." Performance Agreement Modern Litho -Print Co. Project Taxable Industrial Development Revenue Bonds, Series 2019 Total Jobs New Jobs November December January February March April May June July August September October 12 -Month Average Performance Agreement Modern Litho -Print Co. Project Taxable Industrial Development Revenue Bonds, Series 2019 Attached is a copy of a report verifying the above calculation containing at a minimum the following information for each Job: 1. Name. 2. Hire Date. 3. Termination Date. C. CERTIFICATION. The undersigned hereby represents and certifies that, to the best knowledge and belief of the undersigned, this Annual Compliance Report contains no information or data, contained herein or in the exhibits or attachments, that is false or incorrect in any material respect. Dated this day of Signature: Name: Title: Performance Agreement Modern Litho -Print Co. Project Taxable Industrial Development Revenue Bonds, Series 2019