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Section 1. Approval of Redevelopment Plan. The City Council of the Issuer hereby
<br />authorizes and approves the Redevelopment Plan (the "Redevelopment Plan") for industrial development
<br />in substantially the form attached to this Ordinance as Exhibit A, in accordance with Section 100.050 of
<br />the Revised Statutes of Missouri, as amended, and Article VI, Section 27, of the Missouri Constitution, as
<br />amended. The Issuer hereby ratifies the actions of the officers, employees, attorneys and agents of the
<br />Issuer heretofore taken in connection with the adoption of the Redevelopment Plan, including without
<br />limitation the issuance in the name of the Issuer of notices to affected taxing districts dated October 14,
<br />2003 of the proposed issuance of the Bonds.
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<br /> Section 2. Authorization of the Bonds. The Issuer is hereby authorized to issue and sell its
<br />Industrial Development Revenue Bonds (Winco Redevelopment Corporation, Inc. Project), Series 2003,
<br />in the principal amount of not to exceed $6,000,000, for the purpose of providing funds for the purposes
<br />described above. The Bonds shall be issued and secured pursuant to the herein authorized Indenture and
<br />shall bear such date, shall mature at such time, shall be in such denominations, shall bear interest at such
<br />rates, shall be in such form, shall be subject to redemption, shall have such other terms and provisions,
<br />shall be issued, executed and delivered in such manner and shall be subject to such provisions, covenants
<br />and agreements as are specified in the hereinafter referred to Indenture upon the execution thereof, and
<br />the signatures of the officers of the Issuer executing such Indenture shall constitute conclusive evidence
<br />of their approval and the Issuer's approval thereof. The Bonds and the interest thereon shall be limited
<br />obligations of the Issuer payable solely out of the payments, revenues and receipts derived by the Issuer
<br />from the Lease Agreement described below, and such payments, revenues and receipts shall be pledged
<br />and assigned to the Trustee as security for the payment of the Bonds as provided in the Indenture.
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<br /> Section 3. Authorization of Documents. The Issuer is hereby authorized to enter into the
<br />following documents (the "Issuer Documents"), in substantially the forms presented to the City Council
<br />of the Issuer at this meeting (copies of which documents shall be filed in the official records of the
<br />Issuer), with such changes therein as shall be approved by the officers of the Issuer executing such
<br />documents, such officers' signatures thereon being conclusive evidence of their approval thereof:
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<br /> (a) Trust Indenture (the "Indenture") between the Issuer and Commerce Bank, N.A.,
<br />as trustee (the "Trustee"), pursuant to which the Bonds shall he issued and the Issuer shall pledge
<br />and assign the payments, revenues and receipts received pursuant to the Lease Agreement to the
<br />Trustee for the benefit and security of the owners of the Bonds upon the terms and conditions as
<br />set forth in said form of Indenture.
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<br /> (b) Lease Agreement (the "Lease Agreement") between the Issuer and the Company,
<br />under which the Issuer will provide for the acquisition, construction, improvement and equipping
<br />of the Project and lease the Project to the Company pursuant to the terms and conditions in said
<br />Lease Agreement, in consideration of rental payments by the Company which will be sufficient to
<br />pay the principal of, premium, if any, and interest on the Bonds.
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<br /> (c) Underwriting Agreement (the "Underwriting Agreement") among the Issuer, the
<br />Company and Commerce Bank, N.A., as underwriter (the "Underwriter"), pursuant to which the
<br />Underwriter agrees to purchase the Bonds from the Issuer upon certain conditions.
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<br /> (d) Performance Agreement (the "Performance Agreement") by and between the
<br />Issuer and the Company, pursuant to which the Issuer has granted the Company certain rights
<br />with respect to the abatement of ad valorem real estate and personal property taxes on the Project.
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