Natural Gas Distribution System, Hamilton, Missouri

Notification of Public Disposition of Collateral

Natural Gas Distribution System

Hamilton, Missouri

FROM: UMB Bank, N.A., as Trustee for the City of Hamilton, Missouri, Certificates of Participation (Natural Gas Distribution System Project) Series, 1998 (the “Trustee”)

c/o Norman E. Fretwell, Esq.

Spencer Fane Britt & Browne LLP

1000 Walnut, Suite 1400

Kansas City, Missouri 64106-2140

Phone: (816) 292-8121

Fax: (816) 474-3216

E-Mail: [email protected]

The Trustee will conduct a foreclosure sale, pursuant to Mo. Rev. Stat. 400.9-101 – 400.9-710, of all of the right, title and interest of the City of Hamilton, Missouri (the “City”) and the Trustee (hereinafter referred to collectively as the “Sellers”) in the following property:

The assets as defined in the below-described Purchase and Sale Agreement (the “Assets”) which are included within the Natural Gas Distribution System Project (the “Project”) as such Project is described in that certain Lease Purchase and Assignment Agreement, dated April 1, 1998, by and between the Trustee and the City, and that certain Base Lease and Assignment of Easements and Permits dated Aprilá1, 1998, by and between the Trustee and the City

to the highest qualified bidder in public as follows:

Day and Date: Tuesday, November 30, 2004

Time: 2:00 p.m.

Place: City of Hamilton, Missouri City Hall

200 South Davis Street

Hamilton, Missouri 64644

The sale of the Assets will be FINAL and on an “AS IS, WHERE IS” basis and will be made WITHOUT ANY WARRANTIES EXPRESSED OR IMPLIED, AS TO TITLE, QUALITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND WITHOUT ANY WARRANTIES, EXPRESS OR IMPLIED AS TO ANY OTHER MATTER and upon such other terms as set forth in that certain Purchase and Sale Agreement dated November 10, 2004, by and among the City, the Trustee and Missouri Gas Utility, Inc. (the “Sale Agreement”).

All bids must be on terms equal to or more favorable than those set forth in the Sale Agreement. The bids may not be subject to due diligence or other matters, except as set forth in the Sale Agreement. All interested bidders must place a deposit with the Trustee in the amount of $25,000.00 by 12:00 Noon EST on November 22, 2004, prior to submitting a bid for the Assets. The minimum bid for the Assets is $500,000.00 in cash, and the next successive bid must be at least $575,000.00, with all subsequent bidding to be done in $25,000.00 increments.

If the proceeds of the sale are less than the aggregate of the expenses of sale plus the indebtedness owing on the above-described Certificates of Participation, such proceeds will be applied first to the expenses incurred by the Trustee in selling the Assets and all other costs and expenses, including legal and other professional fees, incurred in connection therewith, then to the unpaid balance of the indebtedness, liabilities and obligations owed on such Certificates of Participation pursuant to the terms of Section 805 of that certain Declaration of Trust dated April 1, 1998, made by the Trustee.

Should you have any questions regarding the sale of the Assets or to obtain further information about the Assets, the Project or the Sale Agreement, please call Scott Mathews at UMB Bank, N.A. (816-860-3008).

THE TRUSTEE HEREBY EXPRESSLY RESERVES ANY AND ALL RIGHTS AND REMEDIES OF ANY NATURE WHATSOEVER WHICH IT NOW HAS OR MAY HEREAFTER HAVE OR ACQUIRE AGAINST THE CITY AND ANY AND ALL OTHER PERSONS AND/OR ENTITIES WITH RESPECT TO OR CONCERNING THE PROJECT AND/OR THE BEFORE-DESCRIBED CERTIFICATES OF PARTICIPATION, INCLUDING ANY DEFICIENCY IN PAYMENT THEREOF AND ALSO EXPRESSLY DOES NOT WAIVE ANY RIGHTS OF INDEMNITY AND ANY RELEASES PROVIDED TO THE TRUSTEE BY THE CITY AS SET FORTH IN THE ABOVE-DESCRIBED LEASE PURCHASE AND ASSIGNMENT AGREEMENT AND THE ABOVE-DESCRIBED BASE LEASE AND ASSIGNMENT OF EASEMENTS AND PERMITS.

Dated this 12th day of November, 2004.

UMB BANK, N.A., as Trustee

By: /s/Norman E. Fretwell

Name: Norman E. Fretwell, Esq.

Title: Attorney

Spencer Fane Britt & Browne LLP

1000 Walnut, Suite 1400

Kansas City, MO 64106-2140

Phone: (816) 292-8121

Fax: (816) 474-3216

E-Mail: [email protected]