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MEMORANDUM OF UNDERSTANDINGBETWEEN THE

CITY OF KANSAS CITY, MISSOURIFINANCE AND AVIATION DEPARTMENTS

OF KANSAS CITY, MISSOURI

THIS MEMORANDUM OF UNDERSTANDING (hereinafter MOU), is made and

entered into this _____________ day of _____________________, 2010, by and between theAviation Department of Kansas City, Missouri (Aviation) and the Finance Department ofKansas City, Missouri (Finance).

WHEREAS,

1. Aviation and Finance agree that, upon execution of this MOU, Aviation will transferor consent to the transfer to Finance the principal sum of ten Million two hundredthousand and 00/100 Dollars ($10,200,000.00) for the use by Finance in connection

with the historical liabilities associated with various TIF projects.

2. Term. The term of this MOU (the Term) shall commence on the date hereof andshall end on July 1, 2013 (the Maturity Date). Year,as used herein, shall meanthe twelve (12) month period beginning on the first day of the August, 2010, and eachconsecutive twelve (12) month period thereafter during the Term. Any fractionalmonth at the commencement of the Term shall be included in the first Year.

3. Interest Rate. Finance shall pay interest at a rate equal to three percent (3.00%) perannum (the Interest Rate). All transfers due under this MOU shall be applied firstagainst accrued interest and charges under the MOU, and then against the outstanding

principal amount due under this MOU. The interest hereunder shall be calculatedbased on a three hundred sixty (360) day year consisting of twelve (12) months ofthirty (30) days each. Any unpaid interest or charges under the MOU shall be addedto the outstanding principal balance and shall be included in the Final Transfer (asdefined below).

4. Semi-Annual Transfer; Final Transfer. Finance shall transfer semi-annual principalor interest installments to Aviation accounts as directed by Aviation during the Term(the Semi-Annual Transfers)in accordance with the amortization schedule attachedhereto as Exhibit A. If not sooner paid, the entire outstanding principal balance andall accrued and unpaid interest or charges under this MOU (the Final Transfer)

shall be due and payable on the Maturity Date.

5. Early Transfer. Finance shall have the right to transfer all or any portion of theoutstanding principal balance under this MOU at any time during the Term prior tothe date due, at which time the Initial Amortization Schedule will be recalculated toreflect the early transfer of principal.

6. Late Charge. If any Semi-Annual Transfer or other transfer of interest, principal orother charge or cost under this MOU (excluding the Final Transfer) is not made

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within ten (10) days of the date such transfer is due and payable (calculated byincluding the due date), Finance shall transfer to Aviation, as liquidated damages byreason of such delay in transfer, an additional amount equal to five percent (5%) ofthe total amount of such delinquent transfer (a Late Charge). Any such transfer onwhich a Late Charge is payable shall not be deemed to have been paid until the LateCharge shall have been paid.

7. Non-Transfer Rate. If the Final Transfer is not made on the Maturity Date (or on thedate specified by Aviation after acceleration of the Transfer due under this MOU,such delinquent amount shall accrue interest from the due date at a rate (the Non-Transfer Rate) equal to the Interest Rate plus five percent per annum (5%) until thedate such transfer, including any applicable Late Charge, shall have been made infull. Any such transfer on which interest at the Non-Transfer Rate is payable shallnot be deemed to have been paid until all interest accrued at the Non-Transfer Rateshall have been paid.

8. Events of Non-Transfer. Each of the following shall be an Event of Non-Transferunder this MOU: (i) subject to the provisions of Section 8(b) below, failure to transferwhen due any principal, interest or other charge payable under this MOU within five(5) days of the date such transfer is due (calculated by including the due date);(ii) failure to perform or observe any other covenant or obligation of Finance underthis MOU and such non-transfer is not completely cured by Finance within ten (10)days after notice thereof from Aviation specifying such non-transfer; (iii) failure ofthe City Council of Kansas City, Missouri to appropriate sufficient funds to meetFinances obligations hereunder.

9. Remedies. Upon the occurrence of an Event of Non-Transfer, Aviation may, at itsoption, exercise any one or more of the following remedies: (i) declare the entireunpaid principal balance of this MOU, together with all accrued and unpaid interestand any other charges or amounts payable under the MOU, to be immediately dueand payable, regardless of the Maturity Date; or (ii) pursue any other rights andremedies of Aviation under applicable law or otherwise.

10.Notices. All notices, consents or communications required or permitted to be givenunder this MOU shall be in writing and shall be deemed to have been properly givenand received (i) if sent by hand delivery, then upon delivery, (ii) if sent by overnightcourier or United States Express Mail, then one (1) day after dispatch, and (iii) ifmailed by certified or registered U.S. mail, postage prepaid and return receiptrequested, then two (2) days after deposit in the mail. All such notices andcommunications shall be given to the parties at their respective addresses set forth in

this MOU, or at such other addresses as either party may designate by notice inaccordance with the terms of this Section.

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11.Miscellaneous.a. This MOU may not be amended or modified except by a written agreement

signed by Finance and Aviation.

b. Finances obligations hereunder shall be subject to the appropriation ofsufficient funds by the City Council of the City of Kansas City, Missouri tomeet the financial obligations of Finance hereunder.

c. In no event shall the Interest Rate or Non-Transfer Rate exceed the maximumrate or amount permitted to be charged under applicable law. If Aviation shallreceive any transfer that is or would be in excess of the interest or othercharge permitted to be charged under applicable law, the portion of any suchtransfer received by Aviation in excess of the maximum interest permitted bylaw shall be credited to the principal balance of the MOU.

d. Whenever used herein, the terms Finance and Aviation shall also mean, tothe extent applicable, the heirs, successors, legal representatives and assignsof Finance and Aviation, and the term including shall mean including,without limitation.

e. Time is of the essence of this MOU.IN WITNESS WHEREOF, the parties have executed this MOU or have caused the same

to be executed by their respective duly authorized representatives as of the date set forth above.

FINANCE DEPARTMENT OF AVIATION DEPARTMENT OFKANSAS CITY, MISSOURI, KANSAS CITY, MISSOURI

By:____________________________ By:__________________________Randall J. Landes Mark VanLohDirector of Finance Director of Aviation

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EXHIBIT A

Date Total Payment

Principal

Payment

InterestPayment @

3.0%

OutstandingPrincipal

Balance

July 1, 2010* Temporary loan proceeds 10,200,000$

January 1, 2011 153,000 153,000 10,200,000

July 1, 2011 3,453,010 3,300,010 153,000 6,899,990

January 1, 2012 103,500 103,500 6,899,990

July 1, 2012 3,502,510 3,399,010 103,500 3,500,980

January 1, 2013 52,515 52,515 3,500,980

July 1, 2013 3,553,494 3,500,980 52,514 -

Totals 10,818,029$ 10,200,000$ 618,029$ -$

* Schedule may be adjusted to reflect the actual amount and date of the transfer.