NOTICE OF SUBSTITUTION OF LIQUIDITY FACILITY
AM) MANDATORY TENDER OF BONDS
Missouri Development Finance Board
Variable Rate Demand Cultural Facifities Revenue Bonds
(Kauffman Center for the Performing Arts Project)
Series 2007A, Dated June 27, 2007
CUS1P 606037AW9
Commerce Bank (fonnerly Commerce Bank, N.A.), gives notice under that certain Bond Trust
Indenture dated as of June 1, 2007 (the “Indenture”) between the Missouri Development Finance
Board (the “Board”) Commerce Bank (successor to Commerce Bank, N.A.), as corporate trustee
(the “Trustee”), under which the Board issued the bonds identified above (the “Bonds”) as
follows:
(a)
Substitution ofLiquidity Facility. Kauffman Center for the Performing Arts
(the “Corporation”) intends to substitute an Alternate Liquidity Facility in place of the
existing Standby Bond Purchase Agreement dated as of June 1, 2007 (the “Existing
Liquidity Facility”), between the Corporation and Bank of America, N.A., now in effect
providing liquidity support with respect to the Bonds, and has made arrangements for the
Alternate Liquidity Facility to be issued in substitution for the Existing Liquidity Facility
in accordance with the requirements of the Indenture. The Corporation has received (1) a
commitment from The Northern Trust Company (the “Alternate Liquidity Provider”), to
issue, execute and deliver a Standby Bond Purchase Agreement dated as of September 1,
2012 (the “Aliernate Liquidity Facility”), between the Corporation and the Alternate
Liquidity Provider, under which the Alternate Liquidity Provider will undertake to
provide funds to make payments of the purchase price of Bonds tendered for purchase
and not remarketed, and (2) written notice from Standard & Poor’s Ratings Services that
the substitution of the Alternate Liquidity Facility for the Existing Liquidity Facility will
not result in a reduction or withdrawal of the rating currently in effect for the Bonds. The
Corporation expects that the Alternate Liquidity Facility will be issued, executed and
delivered and will replace the Existing Liquidity Facility on September 13, 2012 (the
“Substitution Date”), and that the Trustee will terminate and surrender the Existing
Liquidity Facility on the following Business Day. The Alternate Liquidity Facility will
have an initial term expiring September 13, 2015, or later date to which the termination
date is extended pursuant to the terms thereof.
(b)
Mandatory Tender Upon Substitution of Alternate Liquidity Facility. The Bonds will be
subject to mandatory tender for purchase on the Substitution Date (the “Mandatory
Tender Date”), in the manner and subject to the terms and conditions set forth in the
Indenture. If a purchase of Bonds is effected pursuant to this subsection, the Existing
Liquidity Facility, if necessary, will be used to provide funds for such purchase, rather
than the Alternate Liquidity Facility. The Trustee shall mail written notice of such
mandatory tender for purchase to the holders of the Bonds not less than 10 calendar days
prior to the Mandatory Tender Date, which notice shall include the information specified
in the Indenture.
Dated August 15, 2012
By: Commerce Bank
(Successor to Commerce Bank, NA.),
Trustee
Under the provisions of the Economic Growth and Tax Relief Reconciliation Act of 2001 (the “Act”), the Paying Agent making payment of
principal on municipal securities may be obliged to withhold a percentage of the principal of a holder who has failed to furnish the payer a valid
taxpayer identification number, certification that the number supplied is correct, and that the holder is not subject to backup withholding under
the Act. Holders of certificates who wish to ovoid the application of these provisions should submit a completed IRS Form W-9 (or Form W-8 if
neither a U.S. person or resident alien) when presenting certificates for payment.
The Board and Trustee shall not be responsible for the use of CUSIP numbers, nor is any representation made as to its correctness indicated in
this Notice or as printed on any Bond. The CUSIP number is included solelyfor the convenience of the holders.