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Cancelled Bonds I V I)s Ste i) EXCEPT AS OTHERWISE PROVIDED IN THE RESOLUTION (DESCRIBED HEREIN), THIS,GLOBAL BOND MAY BE TRANSFERRED, IN WHOLE BUT NOT IN PART,WONLY TO ANOTHER NOMINEE OF THE SECURITIES DEPOSITORY ( ESCRIBED HEREIN) OR TO A SUCCESSOR SECURITIES DEPOSITORY OR TO A NOMINEE OF A SUCCESSOR SECURITIES "V DEPOSITORY. e co REGISTERED '2°. REGISTERED 1 ' . • NUMBER R-6 $70,000.00 S UNITED STATES OF AMERICA STATE OF KANSAS COUNTY OF SALINE OCITY OF SALINA X I GENERAL OBLIGATION INTERNAL IMPROVEMENT BOND 1 SERIES 2006-B J mE1 . \ Interest Maturity Dated CUSIP: 53 Rate: 4.25% Date: October 1, 2012 Date: July 15, 2006 794743 K29 (/) > \REGISTERED OWNER: . CEDE&CO. Im n -1 1PRINCIPALAMOUNT: SEVENTY THOUSAND DOLLARS Ic ! 13 KNOW ALL PERSONS BY THESE PRESENTS: That the City of Salina, in the County of •< Saline, State of Kansas (the "City"), for value received, hereby acknowledges itself to be indebted and promises to pay to the registered owner identified above, or registered assigns, as of the Record Dates as CO hereinafter provided on the Maturity Date identified above, the Principal Amount identified above, and in 0 tike manner to pay interest on such Principal Amount from the Dated Date shown above or from the most I g �ecent interest payment date to which interest has been paid or duly provided for at the rate of interest per tnnum set forth above (computed on the basis of a 360-day year of twelve 30-day months), semiannually L._ on April 1 and October 1 of each year, commencing April 1, 2007 (the "Interest Payment Dates"), until the Principal Amount is paid, unless this Bond shall have been previously called for redemption and payment as hereinafter set forth. The principal of, premium, if any, and interest on this Bond shall be payable by the State . Treasurer of Kansas, Topeka, Kansas (the "Paying Agent" and "Bond Registrar"). The principal of and any piema;m on this Bond shall be payable to the registered owner hereof upon presentation of this Bond at the maturity or redemption date to the Paying Agent for payment and cancellation. The interest payable •••• on thrs fond shi19 bepaid by the Paying Agent to the Registered Owner hereof at the address appearing • • on the tegistratidu kooks of the City maintained by the Bond Registrar or at such other address provided in wntinyty tha Registered Owner to the Bond Registrar at the close of business on the fifteenth day of • • the nth precel tdg the interest payment date (the "Record Date"). The principal, premium, if any, and interest as the Bonds shall be payable in any coin or currency which, on the respective dates of payment ••.• thereof, is legal fete;for the payment of debts due the United States of America. The Bonds constitute gener'atUNigatiorfs of the City payable as to both principal and interest in part from special assessments levied upon the property benefited by the construction of certain improvements, and, if not so paid, from ad vatdttttj taxes which may be levied without limitation as to rate or amount upon all the taxable tangible property, real and personal within the territorial limits of the City. The balance of the principal and interest on the Bonds is payable from ad valorem taxes which may be levied without limitation as to rate tiliegil this certificate iii presented by an authorized repteaenttttive of'the V4.43`n.Alt.. r _ J ,°r.rL �4r. cr ,CM i , USE ?r _ ,',n YAWL ,_ - • `F or amount upon all thetaxable tangible property,real and personal, within the territorial limits of the City. The full faith, credit and resources of the City are irrevocably pledged for the payment of the principal of and interest on this Bond and the issue of which it is a part as the same respectively become due. This Bond isfbne of an authorized series of Bonds of the City designated "General Obligation Internal Improvement Bonds, Series 2006-B," in an aggregate principal amount of $885,000 (the "Bonds") issued for ;tie purposes set forth in the Ordinance of the City authorizing the issuance of the Bonds and the •Resoltrtion of the City prescribing the form and details of the Bonds (jointly, the "Resolution"). The Bonds are issued by the authority of and in full compliance with the provisions, restrictions and limitations of the Constitution and laws of the state of Kansas, including, without limitation, K.S.A. 10-101 et seq., K.S.A. 12-685 et seq., and K.S.A. 12-6a01 et seq., all as amended and supplemented. At the option of the City, Bonds maturing on October 1, 2017, and thereafter may be called for redemption and payment prior to maturity on October 1, 2016 and thereafter, in whole or in part at any time (the maturities and principal amounts of Bonds of each maturity to be redeemed will be determined by the City) at the redemption price of 100% (expressed as a percentage of the principal amount), plus accrued interest thereon to the date of redemption. Bonds maturing on October 1 in the year 2021 are subject to mandatory redemption and payment prior to maturity pursuant to the mandatory redemption requirements of the Bond Resolution on October 1, 2017 and on each October 1 thereafter prior to maturity, at a redemption price equal to 100% of the principal amount thereof,plus accrued interest thereon to the redemption date. Unless waived by any owner of the Bonds to be redeemed, if the City elects to call any Bonds for redemption and payment prior to maturity, the City or the Bond Registrar and Paying Agent on behalf of the City shall give written notice of its intention to call and pay such Bonds on a specified date, the same being described by maturity, such notice to be mailed by United States first class mail addressed to the Owners of the Bonds not less than 30 days prior to the date fixed for redemption. All Bonds so called for redemption and payment shall cease to bear interest from the date for which such call is made, provided funds are available for the payment of such Bonds at the price specified above. The Bonds are being issued by means of a book-entry system with no physical distribution of bond certificates to be made except as provided in the Resolution. One Bond certificate with respect to each date on which the Bonds are stated to mature, registered in the nominee name of the Securities Depgsitgy is being issued and required to be deposited with the Securities Depository and immobilized in its'cus'tbdy. The,book-entry system will evidence positions held in the Bonds by the Securities Depoator}s partjcjippnts, beneficial ownership of the Bonds in authorized denominations being ••••••evidenced in therecords of such participants. Transfers of ownership shall be effected on the records of the Secures Depository and its participants pursuant to rules and procedures established by the Securities epostgryand its participants. The City, the Bond Registrar and the Paying Agent will • • recogr2Pze the Securities Depository nominee, while the registered owner of this Bond, as the owner of •••• this Bop' for all:pi}rrgses, including (i) payments of principal of, and redemption premium, if any, and • interest.99, this Rdhd,•(ii)notices and (iii)voting. Transfers of principal, interest and any redemption premnun payments to participants of the Securities Depository, and transfers of principal, interest and any redecptign premium payments to beneficial owners of the Bonds by participants of the Securities Depository will be the responsibility of such participants and other nominees of such beneficial owners. The City, the Bond Registrar and the Paying Agent will not be responsible or liable for such transfers of payments or for maintaining, supervising or reviewing the records maintained by the Securities -2- • I Depository, the Securities Depository nominee, its participants or persons acting through such participants. While the *urines Depositary nominee is the owner of this Bond, notwithstanding the provision hereinabove corjained, payments of principal of and interest on this Bond shall be made in accordance with existing arrangements among the City, the Bond Registrar and the Securities Depository. 4 EXCEPT AS OTHERWISE PROVIDED IN THE RESOLUTION,THIS GLOBAL BOND MAY BE TRANSFERRED, IN WHOLE BUT NOT IN PART, ONLY TO ANOTHER NOMINEE OF THE SECURITIES DEPOSITORY OR TO A SUCCESSOR SECURITIES DEPOSITORY OR TO A NOMINEE OF A SUCCESSOR SECURITIES DEPOSITORY. The Bonds are issued in fully registered form in the denomination of$5,000 or any integral multiple thereof This Bond may be exchanged at the office of the Bond Registrar for a like aggregate principal amount of Bonds of the same maturity of other authorized denominations upon the terms provided in the Resolution. The City and the Bond Registrar may deem and treat the registered owner hereof as the absolute owner hereof for purposes of receiving payment of or on account of principal hereof and interest due hereon and for all other purposes and neither the City nor the Bond Registrar shall be affected by any notice to the contrary. This Bond is transferable by the registered owner hereof in person or by the registered owner's agent duly authorized in writing, at the office of the Bond Registrar,but only in the manner, subject to the limitations and upon payment of the charges provided in the Resolution and upon surrender and cancellation of this Bond. The City shall pay all costs incurred in connection with the issuance, payment and initial registration of the Bonds and the cost of a reasonable supply of bond blanks. The City and the Bond Registrar shall not be required to issue, register, transfer or exchange any Bonds during a period beginning on the day following the Record Date preceding any Interest Payment Date and ending at the close of business on the Interest Payment Date or Bonds which have been called for redemption in accordance with Article III of the Resolution. IT IS HEREBY DECLARED AND CERTIFIED that all acts, conditions, and things required to be done and to exist precedent to and in the issuance of this Bond have been properly done and performed and do exist in due and regular form and manner as required by the Constitution and laws of the state of Kansas, and that the total indebtedness of the City, including this series of bonds, does not exceed any constitutional or statutory limitation. ,••17:ls Bond shall not be valid or become obligatory for any purpose until the Certificate of Authentieati on and Registration hereon shall have been lawfully executed by the Bond Registrar. . .... • • .... • • • • • .... • • • • • • .. • • • •• • • • •••• • • • • -3- 9 7 ; IN WI`I'NL$5 WHEREOF, the City has' caused this Bond to be executed by the manual or facsimile signature*f its Mayor and attested by the manual or facsimile signature of its City Clerk, and its corporate seal to bkiaffixed hereto or imprinted hereon, and this Bond to be dated the Dated Date shown above. 5 • j CITY OF SALINA,KANSAS ie7o %:r_ Oa 1U ATTEST: • `Mayor Qty Clerk CERI I .ICATE OF AUTHENTICATION AND REGISTRATION This Bond is one of a series of General Obligation Internal Improvement Bonds, Series 2006-B, of the City of Salina,Kansas, described in the within-mentioned Resolution. Registration Date: jut 2 7 2006 Office of the State Treasurer, Topeka,Kansas as Bond Registrar and if Agent By: ` Ol /�/Q/nirtA Registration Number. 0322-085-071506-154 444 �/( ��V .. • • • • • •• • . • ..•• •••• • • • • • • •••• • • • • • • • ••c. • • • • •••• ••. • •• • • . • • • •••• • • • • •••• • • • -4- a a '7 • BOND ASSIGNMENT !] FOR VALU4!RECEIVED, the undersigned do(es)hereby sell, assign and transfer to (Name and Address) (Social Security or Taxpayer Identification No.) the Bond to which this assignment is affixed in the outstanding principal amount of $ standing in the name of the undersigned on the books of the Bond Registrar. The undersigned do(es) hereby irrevocably constitute and appoint as agent to transfer said Bond on the books of said Bond Registrar with full power of substitution in the premises. Dated Name Social Security or Taxpayer Identification No. Signature (Sign here exactly as name(s) appear on the face of Certificate) Signature guarantee: .. By • • • [Name of Eligible Guarantor Institution as defined • •• by SEC Rule 17ad-15 (12CFR 240.17 Ad-15)or • • • •••• any similar rule which the Note Registrar deems •••• • • • • • • • applicable] • • .... .. • • • • • • • •• • -5- { 1:1• ti • CERTIFICATE OF CITY CLERK STATE OF KANSAS P ) • a!' ) SS. COUNTY OF SALINE I, the undersigned, City Clerk of Salina, Kansas, hereby certify that the within Bond has been duly registered in my office according to law as of July 15, 2006. WITNESS my hand and official seal. criil_AcV4, mu City'Cterk . CERTIFICATE OF STATE TREASURER OFFICE OF THE TREASURER, STATE OF KANSAS I, LYNN JENKINS, Treasurer of the State of Kansas, do hereby certify that a transcript of the proceedings leading up to the issuance of this Bond has been filed in my office, and that this Bond was registered in my office according to law on JUL 2 7 2006. WITNESS my hand and official seal. (Facsimile Seal) Treasurer of the State of Kansas .. • • • • • •• • I • • ••.• .... . • • • •••• . • • .... • • • •••• .• • S. • • • • • • • . • .... • • • • •••• • • • -6- r L F3 • LEGAL OPINION X I, the undersigned, City Clerk of the City of Salina, Kansas, hereby certify that the following is a true and correct copy of the approving legal opinion of Gilmore & Bell, a Professional Corporation, Attorneys at Law, Kansas City, Missouri, on the within Bond and the series of which it is a part, except - that it omits the date of such opinion; that the opinion was manually executed and was dated and issued as of the date of delivery of and payment for the Bonds and is on file in my office. By City Clerk Governing Body of the City of Salina,Kansas • Salina,Kansas • Wells Fargo Brokerage Salt Lake City, Utah Re: $885,000 General Obligation Internal Improvement Bonds, Series 2006-B, of the City of Salina,Kansas, Dated July 15,2006 Ladies and Gentlemen: We have acted as bond counsel in connection with the issuance by the City of Salina,Kansas(the "City")of the above-captioned bonds(the"Bonds"). We have examined the law and such certified proceedings and other documents as we deem necessary to render this opinion. As to questions of fact material to our opinion, we have relied upon the certifte`d proceedings and other certifications of public officials famished to us without undertaking to verity,tile,tame by independent investigation. • •••• • Based upeethe foregoing,we are of the opinion, under existing law, as follows: • •••deg The Bonds are valid and legally binding general obligations of the City, payable as to • • both pt-ii apd•tMerest in part from special assessments levied upon the property benefited by the ••• constcuotion of Certain improvements, and, if not so paid, from ad valorem taxes which may be levied • • without limitatign:as :to rate or amount upon all the taxable property, real and personal within the terrijffdal9jmits of the City. The balance of the principal of and interest on the Bonds is payable from ad valorem faxes which may be levied without limitation as to rate or amount upon all the taxable tangible • prope rf ry, al and personal,within the territorial limits of the City. 2. The interest on the Bonds (including any original issue discount properly allocable to an owner thereof) is excluded from gross income for federal income tax purposes and is not an item of tax -7- II d i preference for purposes of the federal alternative minimum tax imposed on individuals and corporations. It should be noted, however, that or the purpose of computing the alternative minimum tax imposed on corporations (as defined for fe Oral income tax purposes), such interest is taken into account in determining adjusted current earnings. The opinions set forth in this paragraph are subject to the condition that the City comply with all requirements of the Internal Revenue Code of 1986, as amended (the "Code"), that must be satisfikd subsequent to the issuance of the Bonds in order that interest thereon be, or continue to be, excluded from gross income for federal income tax purposes. The City has covenanted to comply with each such requirement. Failure to comply with certain of such requirements may cause the inclusion of interest on the Bonds in gross income for federal income tax purposes retroactive to the date of issuance of the Bonds. The Bonds are not"qualified tax-exempt obligations" for purposes of Section 265(b)(3) of the Code. We express no opinion regarding other federal tax . consequences arising with respect to the Bonds. • 3. The interest on the Bonds is excluded from computation of Kansas adjusted gross income. We have not been engaged or undertaken to review the accuracy, completeness or sufficiency of the Official Statement or other offering material relating to the Bonds (except to the extent, if any, stated in the Official Statement) and we express no opinion relating thereto (excepting only the matters set forth as our opinion in the Official Statement). It is to be understood that the rights of the owners of the Bonds and the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights heretofore or hereafter enacted to the extent applicable and their enforcement may be subject to the exercise of judicial discretion in appropriate cases. Very truly yours, GILMORE&BELL,P.C. •• • • • • • •• • • • ••.• .... • • • • •••• • • • • • .••. • • •••• •• •• • • • • • •••• • • • •• : ••• • -8- j 7. 7 4f 14 . • EXCEPT A . OTHERWISE PROVIDED IN THE RESOLUTION (DESCRIBED HEREIN), THIS GLOBAL BOND MAY BE TRANSFERRED, IN WHOLE BUT NOT IN PART, ONLY TO ANOTHER NOMINEE OF THE SECURITIES DEPOSITORY (DESCRIBED HEREIN) OR TO A SUCCESSOR SECURITIES DEPOSITORY OR TO A NOMINEE OF A SUCCESSOR SECURITIES DEPOSITORY. REGISTERED 8 REGISTERED i 012 W NUMBER R-4 570,000.00 Z UNITED STATES OF AMERICA :° p STATE OF KANSAS COUNTY OF SALINE CITSOF_"SALiNA'r 0 GENERAL OBLIGATION INTERNAL IMPROVEMENT BOND 0 SERIES O 6n m Interest Maturity Dated CUSIP: Z -0 Rate: 4.00% Date: October 1, 2010 Date: July 15, 2006 794743 J88. -/ 0 REGISTERED OWNER: CEDE &CO. N n mZ . PRINCIPAL AMOUNT: SEVENTY THOUSAND DOLLARS 0 I C KNOW ALL PERSONS BY THESE PRESENTS: That the City of Salina, in the County of , • Saline, State of Kansas (the "City"), for value received, hereby acknowledges itself to be indebted and ' promises to pay to the registered owner identified above, or registered assigns, as of the Record Dates as hereinafter provided on the Maturity Date identified above, the Principal Amount identified above, and in CO like manner to pay interest on such Principal Amount from the Dated Date shown above or from the most 0 recent interest payment date to which interest has been paid or duly provided for at the rate of interest per Z annum set forth above (computed on the basis of a 360-day year of twelve 30-day months), semiannually 0 on April 1 and October 1 of each year, commencing April 1, 2007 (the "Interest Payment Dates"), until . the Principal Amount is paid, unless this Bond shall have been previously called for redemption and payment as hereinafter set forth. The principal of, premium, if any, and interest on this Bond shall be payable by the State Treasurer of Kansas, Topeka, Kansas (the "Paying Agent" and "Bond Registrar"). The principal of and any premium on this Bond shall be payable to the registered owner hereof upon presentation of this Bond at the maturity or redemption date to the Paying Agent for payment and cancellation. The interest payable on this Bond shall be paid by the Paying Agent to the Registered Owner hereof at thee address a131k•ating on the registration books of the City maintained by the Bond Registrar or at such othe;address pro3 ided in writing by the Registered Owner to the Bond Registrar at the close of business on fhe fifteenty, y of ••• the month preceding the interest payment date (the "Record Date"). The principal,eprevim;ifrvypand interest on the Bonds shall be payable in any coin or currency which, on the respective d$tes o -ayplent '•••• thereof, is legal tender for the payment of debts due the United States of America. Ek $ eondstonstitute general obligations of the City payable as to both principal and interest in part front special assgsesments •,.,.• levied upon the property benefited by the construction of certain improvements, and, if not so ISai4l;from ad valorem taxes which may be levied without limitation as to rate or amount upon all the taxableuaogible • property, real and personal within"thee territorial,:limits-of the City The balance of the principal and interest on the Bonds is payable'from'ad valorem:taxes;which-may ylb`ewe'yedwithout:limitation as to rate L „ , ,a>i. �: the xeg e4aa uwrnex heesat Ueda & Co.e 1'i a • • • or amount upon all thEitaxable•tangible property,real and personal, within the territorial limits of the City. The full faith, credit and resources of the City are irrevocably pledged for the payment of the principal of and interest on this Borid and the issue of which it is a part as the same respectively become due. lit This Bond is ane of an authorized series of Bonds of the City designated "General Obligation Internal Improvement-IBonds, Series 2006-B," in an aggregate principal amount of $885,000 (the "Bonds") issued for the purposes set forth in the Ordinance of the City authorizing the issuance of the Bonds and the Resolution of the City prescribing the form and details of the Bonds (jointly, the "Resolution"). The Bonds are issued by the authority of and in full compliance with the provisions, restrictions and limitations of the Constitution and laws of the state of Kansas, including, without limitation, K.S.A. 10-101 et seq., K.S.A. 12-685 et seg., and K.S.A. 12-6a01 et seq., all as amended and supplemented. At the option of the City, Bonds maturing on October 1, 2017, and thereafter may be called for redemption and payment prior to maturity on October 1, 2016 and thereafter, in whole or in part at any time (the maturities and principal amounts of Bonds of each maturity to be redeemed will be determined by the City) at the redemption price of 100% (expressed as a percentage of the principal amount), plus accrued interest thereon to the date of redemption. Bonds maturing on October 1 in the year 2021 are subject to mandatory redemption and payment prior to maturity pursuant to the mandatory redemption requirements of the Bond Resolution on October 1, 2017 and on each October 1 thereafter prior to maturity, at a redemption price equal to 100% of the principal amount thereof,plus accrued interest thereon to the redemption date. • Unless waived by any owner of the Bonds to be redeemed, if the City elects to call any Bonds for redemption and payment prior to maturity, the City or the Bond Registrar and Paying Agent on behalf of the City shall give written notice of its intention to call and pay such Bonds on a specified date, the same being described by maturity; such notice to be mailed by United States first class mail addressed to the Owners of the Bonds not less than 30 days prior to the date fixed for redemption. All Bonds so called for redemption and payment shall cease to bear interest from the date for which such call is made, provided funds are available for the payment of such Bonds at the price specified above. The Bonds are being issued by means of a book-entry system with no physical distribution of bond certificates to be made except as provided in the Resolution. One Bond certificate with respect to each date on which the Bonds are stated to mature, registered in the nominee name of the Securities Depository, is being issued and required to be deposited with the Securities Depository and immobilized in its custody. The book-entry system will evidence positions held in the Bonds by the S6edtlfIes Depository's participants, beneficial ownership of the Bonds in authorized denominatiops•being evidenced in the records of such participants. Transfers of ownership shall be effeated.oa the ret btds of the Securities Depository and its participants pursuant to rules and procedures•established by the ••••. Securities Depository and its participants. The City, the Bond Registrar and the Paying Atty.will recognize the Securities Depository nominee, while the registered owner of this Bond, cs the owner of this Bond for all purposes, including (i) payments of principal of, and redemption pzerpium, if any, and interest on, this Bond, (ii)notices and (iii) voting. Transfers of principal, interest and;any redertiption • premium payments to participants of the Securities Depository, and transfers of principal, interesr p+any redemption premium payments to beneficial owners of the Bonds by participants of the Sccjpjities Depository will be the responsibility of such participants and other nominees of such beneficial,owv$ers. • The City, the Bond Registrar and the Paying Agent will not be responsible or liable for such transfers of payments or for maintaining, supervising or reviewing the records maintained by the Securities -2- sit 5 a • Depository, the Securities Depository nominee, its participants or persons acting through such participants. While the Securities Depository nominee is the owner of this Bond, notwithstanding the provision hereinabovcontained, payments of principal of and interest on this Bond shall be made in accordance with existing arrangements among the City,the Bond Registrar and the Securities Depository. EXCEPT AS OTHERWISE PROVIDED IN THE RESOLUTION, THIS GLOBAL BOND MAY BE TRANSFERRED4IN WHOLE BUT NOT IN PART, ONLY TO ANOTHER NOMINEE OF THE SECURITIES DEPOSITORY OR TO A SUCCESSOR SECURITIES DEPOSITORY OR TO A NOMINEE OF A SUCCESSOR SECURITIES DEPOSITORY The Bonds are issued in fully registered form in the denomination of$5,000 or any integral multiple thereof. This Bond may be exchanged at the office of the Bond Registrar for a like aggregate principal amount of Bonds of the same maturity of other authorized denominations upon the terms provided in the Resolution. The City and the Bond Registrar may deem and treat the registered owner hereof as the absolute owner hereof for purposes of receiving payment of or on account of principal hereof and interest due hereon and for all other purposes and neither the City nor the Bond Registrar shall be affected by any notice to the contrary. This Bond is transferable by the registered owner hereof in person or by the registered owner's agent duly authorized in writing, at the office of the Bond Registrar, but only in the manner, subject to the limitations and upon payment of the charges provided in the Resolution and upon surrender and cancellation of this Bond. The City shall pay all costs incurred in connection with the issuance, payment and initial registration of the Bonds and the cost of a reasonable supply of bond blanks. • The City and the Bond Registrar shall not be required to issue, register, transfer or exchange any Bonds during a period beginning on the day following the Record Date preceding any Interest Payment Date and ending at the close of business on the Interest Payment Date or Bonds which have been called for redemption in accordance with Article III of the Resolution. IT IS HEREBY DECLARED AND CERTIFIED that all acts, conditions, and things required to be done and to exist precedent to and in the issuance of this Bond have been properly done and performed and do exist in due and regular form and manner as required by the Constitution and laws of the state of Kansas, and that the total indebtedness of the City, including this series of bonds, does not exceed any constitutional or statutory limitation. This Bond shall not be valid or become obligatory for any purpose until the Certificate of Authentication and Registration hereon shall have been lawfully executed by the Bond Registrar.• •••• • • •••••'•• •••• • .. • • • • •••• • • • • •••• •• . .••• • • • •. • •••• • -3- 1J r r n • • . IN WITNESS WHEREOF, the City has caused this Bond to be executed by the manual or facsimile signature ofirts Mayor and attested by the manual or facsimile signature of its City Clerk, and its corporate seal to be axed hereto or imprinted hereon, and this Bond to be dated the Dated Date shown above. 4 CITY OF SALINA,KANSAS ' :�l ,er• — to ATTEST: Mayor JY&4( &L ? " City Clerk CERI D ICATE OF AUTHENTICATION AND REGISTRATION This Bond is one of a series of General Obligation Internal Improvement Bonds, Series 2006-B, of the City of Salina,Kansas, described in the within-mentioned Resolution. • Registration Date: JUL 2 7 2006 Office of the State Treasurer, Topeka,Kansas as Bond Registrar and�PaayiingAgent By: C�( Pl /ClQ/K.--)2.0...._ Registration Number. 0322-085-071506-154 • •• • • • •••••' • • • • • . .. • • .. • • ' •. .5•-55• •• • •• 2. • 5555 .. • 5555 • • • • • • 5555• •.•• fp• 0 BOND ASSIGNMENT 13 FOR VALU RECEWED, the undersigned do(es) hereby sell, assign and transfer to 8 9 (Name and Address) (Social Security or Taxpayer Identification No.) the Bond to which this assignment is affixed in the outstanding principal amount of$ standing in the name of the undersigned on the books of the Bond Registrar. The undersigned do(es) hereby irrevocably constitute and appoint as agent to transfer said Bond on the books of said Bond Registrar with full power of substitution in the premises. Dated Name• • Social Security or Taxpayer Identification No. Signature (Sign here exactly as name(s) appear on the face of Certificate) Signature guarantee: By • [Name of Eligible Guarantor Institution as defined • by SEC Rule 17ad-15 (12CFR 240.17 Ad-15)or any similar rule which the Note Registrar deems ••.• • • applicable] •• ••• •••• • • • • •• • •••• •• c ... • • • • • T •••• • • • • •••• •• • ••••••• • •• • •••• -5- 0 6• FJ CERTIFICATE OF CITY CLERK U STATE OF KANSAS l ) ) SS. COUNTY OF SALINE 1,1 I, the undersigned, City Clerk of Salina, Kansas, hereby certify that the within Bond has been duly registered in my office according to law as of July 15, 2006. WITNESS my hand and official seal. • / ceiti,„ViAL ' taro City'Ct rk CERTIFICATE OF STATE TREASURER • OFFICE OF THE TREASURER, STATE OF KANSAS I, LYNN JENKINS, Treasurer of the State of Kansas, do hereby certify that a transcript of the proceedings leading up to the issuance of this Bond has en filed in my office;and that this Bond was registered in my office according to law on JUL 2 7 20 b WITNESS my hand and official seal. (Facsimile Seal) Treasurer of the State of Kansas • •••• • • • • •• •• • •••• •••• • • • , • .... .. • .•.. • • • •, • ••,• • • -6- • 1, 3 LEGAL OPINION 9 I, the undersigned, City Clerk of the City of Salina, Kansas, hereby certify that the following is a true and correct copy of the approving legal opinion of Gilmore & Bell, a Professional Corporation, Attorneys at Law, Kansas City, Missouri, on the within Bond and the series of which it is a part, except that it omits the date of such opinion; that the opinion was manually executed and was dated and issued as of the date of delivery of and payment for the Bonds and is on file in my office. • • By City Clerk Governing Body of the City of Salina,Kansas Salina, Kansas Wells Fargo Brokerage Salt Lake City, Utah • Re: $885,000 General Obligation Internal Improvement Bonds, Series 2006-B, of the • City of Salina,Kansas, Dated July 15,2006 Ladies and Gentlemen: We have acted as bond counsel in connection with the issuance by the City of Salina,Kansas (the "City") of the above-captioned bonds(the "Bonds"). • We have examined the law and such certified proceedings and other documents as we deem necessary to render this opinion. As to questions of fact material to our opinion, we have relied upon the . certified proceedings and other certifications of public officials furnished to us without undertaking to verify the same by independent investigation. • • • •••• Based upon the foregoing,we are of the opinion, under existing law, as follows: • •••••• • ••• • • • 1. The Bonds are valid and legally binding general obligations of the City, payable.as to ••• both principal and interest in part from special assessments levied upon the propertyJtnefiteti•bythe • • construction of certain improvements, and, if not so paid, from ad valorem taxes which maybaJ4iied without limitation as to rate or amount upon all the taxable property, real an4 petspnal within the territorial limits of the City. The balance of the principal of and interest on the Bonds ispayabl;frc{ln ad •••••• valorem taxes which may be levied without limitation as to rate or amount upon all the taxabte•taltgtble property,real and personal, within the territorial limits of the City. ••.. • 2. The interest on the Bonds (including any original issue discount properly allocable to an owner thereof) is excluded from gross income for federal income tax purposes and is not an item of tax -7- 0 a • • preference for purposes olf the federal alternative minimum tax imposed on individuals and corporations. It should be noted, however, that for the purpose of computing the alternative minimum tax imposed on corporations (as definedj for federal income tax purposes), such interest is taken into account in determining adjusted current earnings. The opinions set forth in this paragraph are subject to the condition that the City cgjnply with all requirements of the Internal Revenue Code of 1986, as amended (the "Code"), that must be satisfied subsequent to the issuance of the Bonds in order that interest thereon be, or continue to be, excluded from gross income for federal income tax purposes. The City has covenanted to comply with each such requirement. Failure to comply with certain of such requirements may cause the inclusion of interest on the Bonds in gross income for federal income tax purposes retroactive to the date of issuance of the Bonds. The Bonds are not"qualified tax-exempt obligations" for purposes of Section 265(b)(3) of the Code. We express no opinion regarding other federal tax consequences arising with respect to the Bonds. 3. The interest on the Bonds is excluded from computation of Kansas adjusted gross income. We have not been engaged or undertaken to review the accuracy, completeness or sufficiency of the Official Statement or other offering material relating to the Bonds (except to the extent, if any, stated in the Official Statement) and we express no opinion relating thereto (excepting only the matters set forth as our opinion in the Official Statement). It is to be understood that the rights of the owners of the Bonds and the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights heretofore or hereafter enacted to the extent applicable and their enforcement may be • subject to the exercise of judicial discretion in appropriate cases. Very truly yours, GILMORE&BELL, P.C. • • • • • • •••• .. • ••••• • •••• • • • • •• • •....• • -8- , { :• . . . : 7 ..' :•• z . 5 Y IP EXCEPT AS OTHERWISE PROVIDED IN THJ RESOLUTION (DESCRIBED HEREIN), THIS GLOBAL BOND 114:4 '.Bt TRANSF1 RRhD, IN WHOLE BUT NOT IN PART, ONLY TO ASOTI ;R :NIOI (NEI;:DLtrHE SECURITIES DEPOSITORY (DESCRIBED IlEREtN) OR TO A SUCCESSOR SECURITIES DEPOSITORY OR TO A •NOMINEE OR A SUCCESSOR SECURITIES• RY. "' •.0.�� DEPOSITO • • •• • • • • REGISTERED z REGISTERED / H W NUMBER R-5 _; $70,000.00 " 0 UNITED STATES OF AMERICA 1 s. 0 STATE OF KANSAS COUNTY OF SALINE w rGIT.Y_"OF-SALINA o GENERAL OBLIGATION INTERNAL IMPROVEMENT BOND Q SERIES 2006-B X Interest Maturity Dated CUSIP: Z r Rate: 4.00% Date: October 1, 2011 Date: July 15, 2006 794743 J96 -r 3 XI REGISTERED OWNER: CEDE&CO. PRINCIPAL AMOUNT: SEVENTY THOUSAND DOLLARS 1111 n KNOW ALL PERSONS BY THESE PRESENTS: That the City of Salina, in the County of I xi• Saline, State of Kansas (the "City"), for value received, hereby acknowledges itself to be indebted and promises to pay to the registered owner identified above, or registered assigns, as of the Record Dates as 'C hereinafter provided on the Maturity Date identified above, the Principal Amount identified above, and in i like manner to pay interest on such Principal Amount from the Dated Date shown above or from the most CO recent interest payment date to which interest has been paid or duly provided for at the rate of interest per 0 annum set forth above (computed on the basis of a 360-day year of twelve 30-day months), semiannually 0 on April 1 and October 1 of each year, commencing April 1, 2007 (the "Interest Payment Dates"), until the Principal Amount is paid, unless this Bond shall have been previously called for redemption and payment as hereinafter set forth. The principal of, premium, if any, and interest on this Bond shall be payable by the State Treasurer of Kansas, Topeka, Kansas (the "Paying Agent" and "Bond Registrar"). The principal of and any premium on this Bond shall be payable to the registered owner hereof upon presentation of this Bond at the maturity or redemption date to the Paying Agent for payment and cancellation. The interest payable on this Bond shall be paid by the Paying Agent to the Registered Owner hereof at the address appearing on the registration books of the City maintained by the Bond Registrar or at such other address provided in writing by the Registered Owner to the Bond Registrar at the close of business on the fifteenth day of the month preceding the interest payment date (the "Record Date"). The principal, premium, if any, and interest on the Bonds shall be payable in any coin or currency which, on the respective dates of payment thereof, is legal tender for the payment of debts due the United States of America. The Bonds constitute general obligations of the City payable as to both principal and interest in part from special assessments levied upon the property benefited by the construction of certain improvements, and, if not so paid, from ad valorem taxes which may be levied without limitation as to rate or amount upon all'the taxable tangible property, real and personal within the territorial limits of the City. The balance of the principal and interest on the Bonds is payable from ad valorem taxes which ma be levied without limitation as to rate_,,,.,, ..de SIB tuts cerr_ticate is presented bv, an L Ltno!izea repre::c r.�1=�s c,,. iruet Comp.y r 55 Wale.: Street, New York:,ry ,t el ry r , { , n rd t t t. � - `.",iV1 1o'la lie ._, ._r.. . v Lo.. A i'dS n,°. ‘,:: : xcn :;n VALUE C'n J`::i' F . L p? L-. Kr i-- .:ivufUL., since the registered owrei hereof Cedp R ::1' bI,, IA '� �LY .v .e .. L1 t . .• �• . • • f_ or amount upon all the tai able tangible procerty,reel and tergongj, trtithinthe territorial limits of the City. The full faith, credit andjesources of the City are xrevvci ly rledgedfortre payment of the principal of and interest on this Bondnd the issue of wkieb it•is a part as the same respectively become due. This Bond is one of an authorized series 2f•Bo& t of tkie City designated "General Obligation Internal Improvement Bonds, Series 2006-B," in'gm agbreg4e principal amount of $885,000 (the "Bonds") issued for the purposes set forth in the ardinancd of the City authorizing the issuance of the Bonds and the Resolut on of the City prescribing the form and details of the Bonds (jointly, the "Resolution"). The Bonds are issued by the authority of and in full compliance with the provisions, restrictions and limitations of the Constitution and laws of the state of Kansas, including, without limitation, K.S.A. 10-101 et seq., K.S.A. 12-685 et seq., and K.S.A. 12-6a01 et seq., all as amended and supplemented. At the option of the City, Bonds maturing on October 1, 2017, and thereafter may be called for redemption and payment prior to maturity on October 1, 2016 and thereafter, in whole or in part at any time (the maturities and principal amounts of Bonds of each maturity to be redeemed will be determined by the City) at the redemption price of 100% (expressed as a percentage of the principal amount), plus accrued interest thereon to the date of redemption. Bonds maturing on October 1 in the year 2021 are subject to mandatory redemption and payment prior to maturity pursuant to the mandatory redemption requirements of the Bond Resolution on October 1, 2017 and on each October 1 thereafter prior to maturity, at a redemption price equal to 100% of the principal amount thereof, plus accrued interest thereon to the redemption date. Unless waived by any owner of the Bonds to be redeemed, if the City elects to call any Bonds for . redemption and payment prior to maturity, the City or the Bond Registrar and Paying Agent on behalf of the City shall give written notice of its intention to call and pay such Bonds on a specified date, the same being described by maturity; such notice to be mailed by United States first class mail addressed to the Owners of the Bonds not less than 30 days prior to the date fixed for redemption. All Bonds so called for redemption and payment shall cease to bear interest from the date for which such call is made, provided funds are available for the payment of such Bonds at the price specified above. The Bonds are being issued by means of a book-entry system with no physical distribution of bond certificates to be.made except as provided in the Resolution. One Bond certificate with respect to each date on which the Bonds are stated to mature, registered in the nominee name of the Securities Depository, is being issued and required to be deposited with the Securities Depository and immobilized in its custody. The book-entry system will evidence positions held in the Bonds by the Securities Depository's participants, beneficial ownership of the Bonds in authorized denominations being evidenced in the records of such participants. Transfers of ownership shall be effected on the records of the Securities Depository and its participants pursuant to rules and procedures established by the Securities Depository and its participants. The City, the Bond Registrar and the Paying Agent will recognize the Securities Depository nominee, while the registered owner of this Bond, as the owner of this Bond for all purposes, including (i) payments of principal of, and redemption premium, if any, and interest on, this Bond, (ii)notices and (iii) voting. Transfers of principal, interest and any redemption premium payments to participants of the Securities Depository, and transfers of principal, interest and any redemption premium payments to beneficial owners of the Bonds by participants of the Securities Depository will be the responsibility of such participants and other nominees of such beneficial owners. The City, the Bond Registrar and the Paying Agent will not be responsible or liable for such transfers of payments or for maintaining, supervising or reviewing the records maintained by the Securities -2- g • . . . ••• • : • �• • di. • •• •Depository, the Securities Deposit n�.pninee, its ltar ipanfs• or:persons acting through such participants. While the Securities Deposito}y nogrineC ia; tlieowgel•ot ibis Bond, notwithstanding the provision hereinabove contained, payments tlf pfincipar of and interest on this Bond shall be made in accordance with existing arrangements among the City, the Bond Registrar and the Securities Depository. • „_x•• •• EXCEPT AS OTHERWISE PROVIDED IN•rblE RSOLUTION, THIS GLOBAL BOND MAY BE TRANSFERRED, IN WHOLE BUT NOT IN.PART, ONLYtO ANOTHER NOMINEE OF THE SECURITIES DEPOSITORY OR TO A SUCCESSOR SECURITIES DEPOSITORY OR TO A NOMINEE OF A SUCCESSOR SECURITIES DEPOSITORY. The Bonds are issued in fully registered form in the denomination of$5,000 or any integral multiple thereof. This Bond may be exchanged at the office of the Bond Registrar for a like aggregate principal amount of Bonds of the same maturity of other authorized denominations upon the terms provided in the Resolution. The City and the Bond Registrar may deem and treat the registered owner hereof as the absolute owner hereof for purposes of receiving payment of or on account of principal hereof and interest due hereon and for all other purposes and neither the City nor the Bond Registrar shall be affected by any notice to the contrary. This Bond is transferable by the registered owner hereof in person or by the registered owner's agent duly authorized in writing, at the office of the Bond Registrar, but only in the manner, subject to the limitations and upon payment of the charges provided in the Resolution and upon surrender and cancellation of this Bond. The City shall pay all costs incurred in connection with the issuance, payment and initial registration of the Bonds and the cost of a reasonable supply of bond blanks. The City and the Bond Registrar shall not be required to issue, register, transfer or exchange any Bonds during a period beginning on the day following the Record Date preceding any Interest Payment Date and ending at the close of business on the Interest Payment Date or Bonds which have been called for redemption in accordance with Article III of the Resolution. IT IS HEREBY DECLARED AND CERTIFIED that all acts, conditions, and things required to be done and to exist precedent to and in the issuance of this Bond have been properly done and performed and do exist in due and regular form and manner as required by the Constitution and laws of the state of Kansas, and that the total indebtedness of the City, including this series of bonds, does not exceed any constitutional or statutory limitation. • This Bond shall not be valid or become obligatory for any purpose until the Certificate of Authentication and Registration hereon shall have been lawfully executed by the Bond Registrar. -3- • :•. . . . . .. • :•: • . • • • : •• • •. • • .: . : • : • •:• IN WITNESS WI EREOF, the icity has•cau§ect t},!•Born?tote executed by the manual or facsimile signature of its Mayor and attested by the manual or facsimile signature of its City Clerk, and its corporate seal to be affixed!hereto or imprinted hereon, @Y3 Sbis . end to be dated the Dated Date shown above. 9 • ••. • • . • e °F44:2••` •• CITY OF SALINA,KANSAS ti'e`r )4 IQ ATTEST: • `Mayor / i B City Clerk CERI I ICATE OF AUTHENTICATION AND REGISTRATION This Bond is one of a series of General Obligation Internal Improvement Bonds, Series 2006-B, of the City of Salina,Kansas, described in the within-mentioned Resolution. Registration Date: JUL 2 7 2T6 Office of the State Treasurer, Topeka,Kansas as Bond Registrar and Paying Agent By: G ,/VQ/KnLGL-- Registration Number. 0322-085-071506-154 77// 00�� -4- r '3 .•• • • • • • •• ••• • • • • • • •• f • • • • ••• • •• • •• • •• • • • • • • : • • • 'U BOND ASSIGNMENT • Z FOR VALUELRECEIVED, the undersigned�o?es)lterebf'sell, assign and transfer to • • •• • • (Name and Address) (Social Security or Taxpayer Identification No.) • the Bond to which this assignment is affixed in the outstanding principal amount of$ standing in the name of the undersigned on the books of the Bond Registrar. The undersigned do(es) hereby irrevocably constitute and appoint as agent to transfer said Bond on the books of said Bond Registrar with full power of substitution in the premises. Dated Name Social Security or Taxpayer Identification No. Signature (Sign here exactly as name(s) appear on the face of Certificate) Signature guarantee: By [Name of Eligible Guarantor Institution as defined by SEC Rule 17ad-15 (12CFR 240.17 Ad-15) or any similar rule which the Note Registrar deems applicable] • -5- lJ 9 •. • •. . . . . . . . : : : • : rr J • • •• • • . •. •, ••••• . . . • • • • zt • • • • • •• 4 CERTIFICATE OF.Cin,CLF.RK STATE OF KANSAS ) ) SS. COUNTY OF SALINE ) I, the undersigned, City Clerk of Salina, Kansas, hereby certify that the within Bond has been duly registered in my office according to law as of July 15, 2006. WITNESS my hand and official seal. � J tare eityeterk CERTIFICATE OF STATE TREASURER OFFICE OF THE TREASURER, STATE OF KANSAS I, LYNN JENKINS, Treasurer of the State of Kansas, do hereby certify that a transcript of the proceedings leading up to the issuance of this Bond has been filed in my office;and that this Bond was registered in my office according to law on JUL 2 7 2006 . WITNESS my hand and official seal. • (Facsimile Seal) Treasurer of the State of Kansas -6- • 0 • •• • •• . . •. ••. • . • • . .. ••• • • T . . . •• P • • • • • • •• •• •• • • • • •• • • , • • • . • • •• • • • • • (U ••• • U 0 LEGAL INI&N • • I, the undersigned, City Clerk of the City of Salina, Kansas, hereby certify that the following is a true and correct copy of the approving legal opinion of Gilmore & Bell, a Professional Corporation, Attorneys at Law, Kansas City, Missouri, on the within Bond and the series of which it is a part, except that it omits the date of such opinion; that the opinion was manually executed and was dated and issued as of the date of delivery of and payment for the Bonds and is on file in my office. • . By City Clerk • Governing Body of the • City of Salina, Kansas Salina,Kansas Wells Fargo Brokerage Salt Lake City,Utah • Re: $885,000 General Obligation Internal Improvement Bonds, Series 2006-B;of the City of Salina,Kansas,Dated July 15, 2006 Ladies and Gentlemen: We have acted as bond counsel in connection with the issuance by the City of Salina, Kansas(the "City")of the above-captioned bonds(the "Bonds"). • We have examined the law and such certified proceedings and other documents as we deem necessary to render this opinion. As to questions of fact material to our opinion, we have relied upon the certified proceedings and other certifications of public officials furnished to us without undertaking to verify the same by independent investigation. Based upon the foregoing, we are of the opinion,under existing law, as follows: 1. The Bonds are valid and legally binding general obligations of the City, payable as to both principal and interest in part from special assessments levied upon the property benefited by the construction of certain improvements, and, if not so paid, from ad valorem taxes which may be levied without limitation as to rate or amount upon all the taxable property, real and personal within the territorial limits of the City. The balance of the principal of and interest on the Bonds is payable from ad valorem taxes which may be levied without limitation as to rate or amount upon all the taxable tangible property,real and personal,within the territorial limits of the City. • 2. The interest on the Bonds (including any original issue discount properly allocable to an owner thereof) is excluded from gross income for federal income tax purposes and is not an item of tax _7- • • • • •• L • • • • preference for purposes of the federal altegttive rninimtgn•tyx imposect in individuals and corporations. It should be noted, however, that for the puspoge pf cctn$utits thee ltepsative minimum tax imposed on corporations (as defined for federal intent t2x purposes), such interest is taken into account in determining adjusted ckrrent earnings. The opinions set forth in this paragraph are subject to the condition that the City Camply with all requirements•df flialnte2natRevenue Code of 1986, as amended (the "Code"), that must lie satisfied subsequent to the issuance oQ tht Bonds in order that interest thereon be, or continue to be,;excluded from gross income•for federal'income tax purposes. The City has 3:' covenanted to comply with each such requirement. Failure to comply with certain of such requirements may cause the inclusion of interest on the Bonds in gross income for federal income tax purposes retroactive to the date of issuance of the Bonds. The Bonds are not "qualified tax-exempt obligations" for purposes of Section 265(b)(3) of the Code. We express no opinion regarding other federal tax consequences arising with respect to the Bonds. 3. The interest on the Bonds is excluded from computation of Kansas adjusted gross income. We have not been engaged or undertaken to review the accuracy, completeness or sufficiency of the Official Statement or other offering material relating to the Bonds (except to the extent, if any, stated in the Official Statement) and we express no opinion relating thereto (excepting only the matters set forth as our opinion in the Official Statement). It is to be understood that the rights of the owners of the Bonds and the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights heretofore or hereafter enacted to the extent applicable and their enforcement may be subject to the exercise of judicial discretion in appropriate cases. Very truly yours, GILMORE&BELL,P.C. -8- _F EXCEPT AS OTHERWISE PROVIDED IN THE RESOLUTION (DESCRIBED HEREIN), THIS GLOBAL,-4ONll <MAY BE TRANSFERRED, IN WHOLE BUT _ _ _ NOT IN PART,';ONLY TO AN NOMINEE OF THE SECURITIES DEPOSITORY (DESCRIBED HEREIN) OR TO A SUCCESSOR SECURITIES m 0 DEPOSITORY OR TO A NOMINEE OF A SUCCESSOR SECURITIES DEPOSITORY. ii REGISTERED REGISTERED NUMBER a $70,000.00 0 UNITED STATES OF AMERICA 0 STATE OF KANSAS X COUNTY OF SALINE M CITY OF SALINA Z GENERAL OBLIGATION INTERNAL IMPROVEMENT BOND 0 SERIES 2006-B �7 i Interest Maturity Dated CUSIP: M Z Z Rate: 4.25% Date: October 1, 2013 Date: July 15, 2006 794743 K37 0 —) C j REGISTERED OWNER: CEDE& CO. PRINCIPAL AMOUNT: SEVENTY THOUSAND DOLLARS •� KNOW ALL PERSONS BY THESE PRESENTS: That the City of Salina, in the County of W Saline, State of Kansas (the "City"), for value received, hereby acknowledges itself to be indebted and Z promises to pay to the registered owner identified above, or registered assigns, as of the Record Dates as hereinafter provided on the Maturity Date identified above, the Principal Amount identified above, and in _ like manner to pay interest on such Principal Amount from the Dated Date shown above or from the most recent interest payment date to which interest has been paid or duly provided for at the rate of interest per annum set forth above (computed on the basis of a 360-day year of twelve 30-day months), semiannually on April 1 and October I of each year, commencing April 1, 2007 (the "Interest Payment Dates"), until the Principal Amount is paid, unless this Bond shall have been previously called for redemption and payment as hereinafter set forth. The principal of, premium, if any, and interest on this Bond shall be payable by the State Treasurer of Kansas, Topeka, Kansas (the "Paying Agent" and "Bond Registrar"). The principal of and any premium on this Bond shall be payable to the registered owner hereof upon presentation of this Bond i at the maturity or redemption date to the Paying Agent for payment and cancellation. The interest payable on this Bond shall be paid by the Paying Agent to the Registered Owner hereof at the address appearing on the registration books of the City maintained by the Bond Registrar or at such other address provided in writing by the Registered Owner to the Bond Registrar at the close of business on the fifteenth day of the month preceding the interest payment date (the "Record Date"). The principal, premium, if any, and interest on the Boti is shali be gay2ble in any coin or currency which, on the respective dates of payment thereof, is legal tiird(j- for,the payment of debts due the United States of America. The Bonds constitute general obligations of tfie"ly payable as to both principal and interest in part from special assessments levied upon the property benefited by the construction of certain improvements, and, if not so paid, from ii ad valorem taxd4AihiclV9af tw levied without limitation as to rate or amount upon all the taxable tangible property, real and personal:"lthin,tllc tZgitorial limits of the City;,, Therbalance of the principal and interest on +e Bonds is'payable-fro_rf,adLvalofeeiazes.whrich ma be,Ievied withdut limitation as to rate ,.x6a im, cerin1.;r,: .. :. Y_ Pl Ec., •��.,k C;..bJ .:� ,, YC lAj ':'T15• co: •• '• • • •`. . . .. 4 '�f . l;y . 1rr!: • t ha-rtfn. 'i r r . l� or amount upon all theitaxable tangibl.�.roperty, real and personal, within the territorial limits of the City. The full faith, credit and resources of the City'afe irrevocably pledged for the payment of the principal of and interest on this Bond and the issue of which it is a part as the same respectively become due. i1 This Bond isone of an authorized series of Bonds of the City designated "General Obligation Internal Improvementl Bonds, Series 2006-B," in an aggregate principal amount of $885,000 (the "Bonds") issued for the purposes set forth in the Ordinance of the City authorizing the issuance of the Bonds and the Resolution of the City prescribing the form and details of the Bonds (jointly, the "Resolution"). The Bonds are issued by the authority of and in full compliance with the provisions, restrictions and limitations of the Constitution and laws of the state of Kansas, including, without limitation, K.S.A. 10-101 et seq., K.S.A. 12-685 et seq., and K.S.A. 12-6a01 et seq., all as amended and supplemented. At the option of the City, Bonds maturing on October 1, 2017, and thereafter may be called for redemption and payment prior to maturity on October 1, 2016 and thereafter, in whole or in part at any time (the maturities and principal amounts of Bonds of each maturity to be redeemed will be determined by the City) at the redemption price of 100% (expressed as a percentage of the principal amount), plus accrued interest thereon to the date of redemption. Bonds maturing on October 1 in the year 2021 are subject to mandatory redemption and payment prior to maturity pursuant to the mandatory redemption requirements of the Bond Resolution on October 1, 2017 and on each October 1 thereafter prior to maturity, at a redemption price equal to 100% of the principal amount thereof, plus accrued interest thereon to the redemption date. Unless waived by any owner of the Bonds to be redeemed, if the City elects to call any Bonds for redemption and payment prior to maturity, the City or the Bond Registrar and Paying Agent on behalf of the City shall give written notice of its intention to call and pay such Bonds on a specified date, the same being described by maturity; such notice to be mailed by United States first class mail addressed to the Owners of the Bonds not less than 30 days prior to the date fixed for redemption. All Bonds so called for redemption and payment shall cease to bear interest from the date for which such call is made, provided funds are available for the payment of such Bonds at the price specified above. The Bonds are being issued by means of a book-entry system with no physical distribution of bond certificates to be made except as provided in the Resolution. One Bond certificate with respect to each date on which the Bonds are stated to mature, registered in the nominee name of the Securities Depository, is being issued and required to be deposited with the Securities Depository and immobilized in its custody. The book-entry system will evidence positions held in the Bonds by the Securities Depository's participants, beneficial ownership of the Bonds in authorized denominations being evidenced in the records of such participants. Transfers of ownership shall be effected on the records of the Securities Depository and its participants pursuant to rules and procedures established by the Securities Depository and its participants. The City, the Bond Registrar and the Paying Agent will recognize the Securities MpositV}C nominee, while the registered owner of this Bond, as the owner of this Bond for all purposes,:including (i) payments of principal of, and redemption premium, if any, and interest on, this Bond, (tij;thi&%*and (iii) voting. Transfers of principal, interest and any redemption premium payments to participants of the Securities Depository, and transfers of principal, interest and any redemption.preininm pWnyvs to.I%nWial owners of the Bonds by participants of the Securities Depository%ill 4 the rlponstbi3ij of Ach participants and other nominees of such beneficial owners. The City, t16 Borg Registrar and the•Paythg Agent will not be responsible or liable for such transfers of I payments or for maintaining, supervising or reviewing the records maintained by the Securities . . ♦ ' e Via. Depository, the Securities Depository nominee, its participants or persons acting through such participants. While the Securities Depository nominee is the owner of this Bond, notwithstanding the provision hereinabove contained,-payments of principal of and interest on this Bond shall be made in accordance with existing arrangements among the City, the Bond Registrar and the Securities Depository. EXCEPT AS OTHERWISE PROVIDED IN THE RESOLUTION, THIS GLOBAL BOND MAY BE TRANSFERRED, IN WHOLE BUT NOT IN PART, ONLY TO ANOTHER NOMINEE OF THE SECURITIES DEPOSITORY OR TO A SUCCESSOR SECURITIES DEPOSITORY OR TO A NOMINEE OF A SUCCESSOR SECURITIES DEPOSITORY. The Bonds are issued in fully registered form in the denomination of$5,000 or any integral multiple thereof. This Bond may be exchanged at the office of the Bond Registrar for a like aggregate principal amount of Bonds of the same maturity of other authorized denominations upon the terms provided in the Resolution. The City and the Bond Registrar may deem and treat the registered owner hereof as the absolute owner hereof for purposes of receiving payment of or on account of principal hereof and interest due hereon and for all other purposes and neither the City nor the Bond Registrar shall be affected by any notice to the contrary. This Bond is transferable by the registered owner hereof in person or by the registered owner's agent duly authorized in writing, at the office of the Bond Registrar, but only in the manner, subject to the limitations and upon payment of the charges provided in the Resolution and upon surrender and cancellation of this Bond. The City shall pay all costs incurred in connection with the issuance, payment and initial registration of the Bonds and the cost of a reasonable supply of bond blanks. The City and the Bond Registrar shall not be required to issue, register, transfer or exchange any Bonds during a period beginning on the day following the Record Date preceding any Interest Payment Date and ending at the close of business on the Interest Payment Date or Bonds which have been called for redemption in accordance with Article III of the Resolution. IT IS HEREBY DECLARED AND CERTIFIED that all acts, conditions, and things required to be done and to exist precedent to and in the issuance of this Bond have been properly done and performed and do exist in due and regular form and manner as required by the Constitution and laws of the state of Kansas, and that the total indebtedness of the City, including this series of bonds, does not exceed any constitutional or statutory limitation. This Bond shall not be valid or become obligatory for any purpose until the Certificate of Authentication and Registration hereon shall have been lawfully executed by the Bond Registrar. .. ..... ... I .. =r' IN WI PNESS VJFIEREO , the City has caused this Bond to be executed by the manual or facsimile signature of its Mayor d attested by the manual or facsimile signature of its City Clerk, and its corporate seal to be affixed Hereto or imprinted hereon, and this Bond to be dated the Dated Date shown above. z � cf aF CITY OF SALINA,KANSAS -Qk .ATT/EST: n Mayor City Clerk CERTIFICATE OF AUTHENTICATION AND REGISTRATION This Bond is one of a series of General Obligation Internal Improvement Bonds, Series 2006-B, of the City of Salina,Kansas, described in the within-mentioned Resolution. Registration Date: .II II 2 7 20M Office of the State Treasurer, Topeka,Kansas as Bond Registrar and Paying Agent By: r . i Registration Number. 0322-085-071506-154 : Ll F BOND ASSIGNMENT �j !t FOR VALUE RECEIVED, the undersigned do(es)hereby sell,assign and transfer to (Name and Address) (Social Security or Taxpayer Identification No.) the Bond to which this assignment is affixed in the outstanding principal amount of$ standing in the name of the undersigned on the books of the Bond Registrar. The undersigned do(es) hereby irrevocably constitute and appoint as agent to transfer said Bond on the books of said Bond Registrar with full power -of substitution in the premises. Dated Name Social Security or Taxpayer Identification No. I Signature ' (Sign here exactly as name(s) appear on the face of Certificate) Signature guarantee: ' 7 BY [Name of Eligible Guarantor Institution as defined by SEC Rule 17ad-15 (12CFR 240.17 Ad-15)or any similar rule which the Note Registrar deems applicable] -5- � I preference for purposes of the federal a temativeanmimum tax imposed on individuals and corporations. It should be noted, however;-;that for the purpose of computing the alternative minimum tax imposed on corporations (as defined for federal income tax purposes), such interest is taken into account in determining adjusted current earnings. The opinions set forth in this paragraph are subject to the condition that the City comply with all requirements of the Internal Revenue Code of 1986, as amended (the "Code"), that must be satisfied subsequent to the issuance of the Bonds in order that interest thereon be, or continue to be, excluded from gross income for federal income tax purposes. The City has covenanted to comply with each such requirement. Failure to comply with certain of such requirements may cause the inclusion of interest on the Bonds in gross income for federal income tax purposes retroactive to the date of issuance of the Bonds. The Bonds are not"qualified tax-exempt obligations" for purposes of Section 265(b)(3) of the Code. We express no opinion regarding other federal tax consequences arising with respect to the Bonds. 3. The interest on the Bonds is excluded from computation of Kansas adjusted gross income. We have not been engaged or undertaken to review the accuracy, completeness or sufficiency of the Official Statement or other offering material relating to the Bonds (except to the extent, if any, stated in the Official Statement) and we express no opinion relating thereto (excepting only the matters set forth as our opinion in the Official Statement). It is to be understood that the rights of the owners of the Bonds and the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights heretofore or hereafter enacted to the extent applicable and their enforcement may be subject to the exercise ofjudicial discretion in appropriate cases. Very truly yours, GILMORE&BELL, P.C. .. ..... ... . . . . . . . . . :. r - "• 0 •• • • •• .� f / ••• • • • 154 1 I1 • • • • •• EXCEPT AS`OTHERWISE PRODEQ IN THE RESOLUTION (DESCRIBED HEREIN), THIS GLOBAL BOND_ IA BE TRANSFERRED,.IN WHOLE BUT . NOT IN PART, ONLY TO ANC; .i NOMINEE O HE. iE UitIT i i.: ■ DEPOSITORY (DESCRIBED HEREIN) OR TO A SUCCESSOR S�tU JTIES. DEPOSITORY OR TO A NOMINEE OF A SUCCESSOR SECURITIES r. DEPOSITORY. ••• •iTi••• • • m REGISTERED • RkQfSTERED 0 O NUMBER R-8 ? 570,000.00 S Z UNITED STATES OF AMERICA S a STATE OF KANSAS COUNTY OF SALINE CO reITY'OF'SAL-INA' I O GENERAL OBLIGATION-INTERNAL IMPROVEMENT BOND SERIES 2006-B 171 Interest Maturity Dated CUSIP: Rate: 4.50% Date: October 1, 2014 Date: July 15, 2006 794743 K45 33 O 0 REGISTERED OWNER: CEDE &CO. D N Z PRINCIPAL AMOUNT: SEVENTY THOUSAND DOLLARS C KNOW ALL PERSONS BY THESE PRESENTS: That the City of Salina, in the County of Saline, State of Kansas (the "City"), for value received, hereby acknowledges itself to be indebted and ' promises to pay to the registered owner identified above, or registered assigns, as of the Record Dates as hereinafter provided on the Maturity Date identified above, the Principal Amount identified above, and in like manner to pay interest on such Principal Amount from the Dated Date shown above or from the most 0 : recent interest payment date to which interest has been paid or duly provided for at the rate of interest per Z annum set forth above (computed on the basis of a 360-day year of twelve 30-day months), semiannually 0 on April 1 and October 1 of each year, commencing April 1, 2007 (the "Interest Payment Dates"), until i j j the Principal Amount is paid, unless this Bond shall have been previously called for redemption and payment as hereinafter set forth. 1 The principal of, premium, if any, and interest on this Bond shall be payable by the State Treasurer of Kansas, Topeka, Kansas (the "Paying Agent" and "Bond Registrar"). The principal of and any premium on this Bond shall be payable to the registered owner hereof upon presentation of this Bond . at the maturity or redemption date to the Paying Agent for payment and cancellation. The interest payable on this Bond shall be paid by the Paying Agent to the Registered Owner hereof at the address appearing jl on the registration books of the City maintained by the Bond Registrar or at such other address provided in writing by the Registered Owner to the Bond Registrar at the close of business on the fifteenth day of the month preceding the interest payment date (the "Record Date"). The principal, premium, if any, and interest on the Bonds shall be payable in any coin or currency which, on the respective dates of payment thereof, is legal tender for the payment of debts due the United States of America. The Bonds constitute general obligations of the City payable as to both principal and interest in part from special assessments levied upon the property benefited by the construction of certain improvements, and, if not so paid, from ad valorem taxes which may be levied without limitation as to rate or amount upon all the taxable tangible property, real and personal within the territorial limits of the City. The balance of the principal and interest on the Bonds is payable from ad valorem taxes which may be levied without limitation as to rate p an ct.thonzed renrese^+anv,�9 ': ' v. � n.s. ure�entad b ( vlr i (pm V'e'mncn;aie - 1• i_�� - li :J' - ( 1 ,qn. :qr?n i .... -J - .. ,. . 11. I� I :110 ,i, c'tn:� the .Wy. +ar. .. /'i al 1 •• • • •• 2 j • • � > • • • •• or amount upon all the taxable tangible prop erty^rreeall and personal, withip th.teriiiopal lijnits of•the•City. The full faith, credit and resources of the City afeairrevbcably pledged Mr the payment & the•ptincirial.of •and interest on this Bond and the issue of which it is a part as the same rc pec(ively vgtop e due.;, This Bond is[bne of an authorized series of Bonds of the City designatedd General Obligation Internal Improvement Bonds, Series 2006-B," in an aggregate principal amount pf $$8Z000 (the "Bonds") issued for the purposes set forth in the Ordinance of the City authorizing the issua>ice of the Bonds and the Resolution of the City prescribing the form and details of•'the Bonds (jointly, the "Resolution"). The Bonds are issued by the authority of and in full compliance with the provisions, restrictions and limitations of the Constitution and laws of the state of Kansas, including, without limitation, K.S.A. 10-101 et seq., K.S.A. 12-685 et seq., and K.S.A. 12-6a01 et seq., all as amended and supplemented. it At the option of the City, Bonds maturing on October 1, 2017, and thereafter may be called for redemption and payment prior to maturity on October 1, 2016 and thereafter, in whole or in part at any time (the maturities and principal amounts of Bonds of each maturity to be redeemed will be determined by the City) at the redemption price of 100% (expressed as a percentage of the principal amount), plus accrued interest thereon to the date of redemption. Bonds maturing on October 1 in the year 2021 are subject to mandatory redemption and payment prior to maturity pursuant to the mandatory redemption requirements of the Bond Resolution on October 1, 2017 and on each October 1 thereafter prior to maturity, at a redemption price equal to 100% of the principal amount thereof, plus accrued interest thereon to the redemption date. Unless waived by any owner of the Bonds to be redeemed, if the City elects to call any Bonds for . redemption and payment prior to maturity, the City or the Bond Registrar and Paying Agent on behalf of the City shall give written notice of its intention to call and pay such Bonds on a specified date, the same being described by maturity; such notice to be mailed by United States first class mail addressed to the Owners of the Bonds not less than 30 days prior to the date fixed for redemption. All Bonds so called for redemption and payment shall cease to bear interest from the date for which such call is made, provided funds are available for the payment of such Bonds at the price specified above. The Bonds are being issued by means of a book-entry system with no physical distribution of bond certificates to be made except as provided in the Resolution. One Bond certificate with respect to each date on which the Bonds are stated to mature, registered in the nominee name of the Securities Depository, is being issued and required to be deposited with the Securities Depository and immobilized in its custody. The book-entry system will evidence positions held in the Bonds by the Securities Depository's participants, beneficial ownership of the Bonds in authorized denominations being evidenced in the records of such participants. Transfers of ownership shall be effected on the records of the Securities Depository and its participants pursuant to rules and procedures established by the Securities Depository and its participants. The City, the Bond Registrar and the Paying Agent will recognize the Securities Depository nominee, while the registered owner of this Bond, as the owner of this Bond for all purposes, including (i) payments of principal of, and redemption premium, if any, and interest on, this Bond, (ii)notices and (iii) voting. Transfers of principal, interest and any redemption premium payments to participants of the Securities Depository, and transfers of principal, interest and any \t% \p%tt'Qtttt1um ' v taents to beneficial owners of the Bonds by participants of the Securities \ui11be t�1e teSpppSkblilty of such participants and other nominees of such beneficial owners. �p QS1�Qry o doste paying Agent will not be responsible or liable for such transfers of � \kti ` icing or reviewing the records maintained by the Securities Ati 1 ' otpt \ ; t3 .. • • .• • i ), ... . . . • or amount upon all the taxable tangible property,.real and personal, withip the,territopal lijrtits ofjhe,City. The full faith, credit and resources of the City gelirretably pledged fdr tire pap-dell of the.pfihcipal.of and interest on this Bond and the issue of which it is a part as the same rcc peitively•pEo�t e,due,;, 1j This Bond is[one of an authorized series of Bonds of the City designated.General Obligation Internal Improvement Bonds, Series 2006-B," in an aggregate principal amount pf $$8%000 (the "Bonds") issued for the purposes set forth in the Ordinance of the City authorizing the is:uaace of the Bonds and the Resolution of the City prescribing the form and details ofethe Bonds (jointly, the "Resolution"). The Bonds are issued by the authority of and in full compliance with the provisions, restrictions and limitations of the Constitution and laws of the state of Kansas, including, without limitation, K.S.A. 10-101 et seq., K.S.A. 12-685 et seq., and K.S.A. 12-6a0I et seq., all as amended and itsupplemented. At the option of the City, Bonds maturing on October 1, 2017, and thereafter may be called for redemption and payment prior to maturity on October 1, 2016 and thereafter, in whole or in part at any time (the maturities and principal amounts of Bonds of each maturity to be redeemed will be determined by the City) at the redemption price of 100% (expressed as a percentage of the principal amount), plus accrued interest thereon to the date of redemption. Bonds maturing on October 1 in the year 2021 are subject to mandatory redemption and payment prior to maturity pursuant to the mandatory redemption requirements of the Bond Resolution on October 1, 2017 and on each October 1 thereafter prior to maturity, at a redemption price equal to 100% of the principal amount thereof, plus accrued interest thereon to the redemption date. Unless waived by any owner of the Bonds to be redeemed, if the City elects to call any Bonds for . redemption and payment prior to maturity, the City or the Bond Registrar and Paying Agent on behalf of the City shall give written notice of its intention to call and pay such Bonds on a specified date, the same being described by maturity; such notice to be mailed by United States first class mail addressed to the Owners of the Bonds not less than 30 days prior to the date fixed for redemption. All Bonds so called for redemption and payment shall cease to bear interest from the date for which such call is made, provided funds are available for the payment of such Bonds at the price specified above. The Bonds are being issued by means of a book-entry system with no physical distribution of bond certificates to be made except as provided in the Resolution. One Bond certificate with respect to each date on which the Bonds are stated to mature, registered in the nominee name of the Securities Depository, is being issued and required to be deposited with the Securities Depository and immobilized in its custody. The book-entry system will evidence positions held in the Bonds by the Securities Depository's participants, beneficial ownership of the Bonds in authorized denominations being evidenced in the records of such participants. Transfers of ownership shall be effected on the records of the Securities Depository and its participants pursuant to rules and procedures established by the Securities Depository and its participants. The City, the Bond Registrar and the Paying Agent will recognize the Securities Depository nominee, while the registered owner of this Bond, as the owner of this Bond for all purposes, including (i) payments of principal of, and redemption premium, if any, and interest on, this Bond, (ii)notices and (iii) voting. Transfers of principal, interest and any redemption premium payments to participants of the Securities Depository, and transfers of principal, interest and any redemption premium payments to beneficial owners of the Bonds by participants of the Securities Depository will be the responsibility of such participants and other nominees of such beneficial owners. The City, the Bond Registrar and the Paying Agent will not be responsible or liable for such transfers of payments or for maintaining, supervising or reviewing the records maintained by the Securities -2- • / V i n •• • • •• ' `1 • • • • •• Depository, the Securities Depository,nomiinnee, its participants o; persons acting through .such participants. While the Securities Depositoryinommee is the owner of this:Beni, notj'thstaijding jhe provision hereinabove contained, payments of principal of and intereg,or1.this B ,rtd Q .s ll be:made.in accordance with existinggarrangements among the City, the Bond Registrar and the Securities Depository. ••• .:••. EXCEPT AS OTHERWISE PROVIDED IN THE RESOLUTION, THIS GLOBAI:B(IND MAY BE TRANSFERRED, IN WHOLE BUT NOT IN PART, ONLY TO ANOTI-IEk N(SMR4$OF THE SECURITIES DEPOSITORY OR TO A SUCCESSOR SECURITIES DEPOSITORY OR TO A NOMINEE OF A SUCCESSOR SECURITIES DEPOSITORY. The Bonds are issued in fully registered form in the denomination of$5,000 or any integral multiple thereof. This Bond may be exchanged at the office of the Bond Registrar for a like aggregate principal amount of Bonds of the same maturity of other authorized denominations upon the terms provided in the Resolution. The City and the Bond Registrar may deem and treat the registered owner hereof as the absolute owner hereof for purposes of receiving payment of or on account of principal hereof and interest due hereon and for all other purposes and neither the City nor the Bond Registrar shall be affected by any notice to the contrary. This Bond is transferable by the registered owner hereof in person or by the registered owner's agent duly authorized in writing, at the office of the Bond Registrar, but only in the manner, subject to the limitations and upon payment of the charges provided in the Resolution and upon surrender and cancellation of this Bond. The City shall pay all costs incurred in connection with the issuance, payment and initial registration of the Bonds and the cost of a reasonable supply of bond blanks. The City and the Bond Registrar shall not be required to issue, register, transfer or exchange any Bonds during a period beginning on the day following the Record Date preceding any Interest Payment Date and ending at the close of business on the Interest Payment Date or Bonds which have been called for redemption in accordance with Article III of the Resolution. IT IS HEREBY DECLARED AND CERTIFIED that all acts, conditions, and things required to be done and to exist precedent to and in the issuance of this Borid have been properly done and performed and do exist in due and regular form and manner as required by the Constitution and laws of the state of Kansas, and that the total indebtedness of the City, including this series of bonds, does not exceed any constitutional or statutory limitation. This Bond shall not be valid or become obligatory for any purpose until the Certificate of Authentication and Registration hereon shall have been lawfully executed by the Bond Registrar. . I ` r 3 ri i e •• • • •• •• ••• • • • E. 1t •� •• •• • •• ••• •• • IN WITNESS WHEREOF, the City`has caused this Bond to•be:er,ecutgd;�y the•maluaf • facsimile signature of its Mayor and attested by the manual or facsimileMgnathre of it Cft ler}',•and its corporate seal to be affixed hereto or imprinted hereon, and this Bond to be dated the Dated Date shown above. •• • • CITY OF SALINA,KANSAS. is •. 3: 1870 yi • • • Mayor IIy � City Clerk • • CERI IP ICATE OF AUTHENTICATION AND REGISTRATION This Bond is one of a series of General Obligation Internal Improvement Bonds, Series 2006-B, of the City of Salina,Kansas, described in the within-mentioned Resolution. • Registration Date: JUL 2 7 21-06 Office of the State Treasurer, Topeka,Kansas as Bond Registrar and Paying Agent • • By: \ c Ol X /a-M--;r tA-- Registration Number. 0322-085-071506-154 • • • • • 7 • ■ • • • • • . •. • .• BOND ASSIGNMENT .:. '.' .:. .:. • FOR VALUE RECEIVED, the undersigned do(es) hereby sell,assign aad.traasfer to.. (Name and Address) (Social Security or Taxpayer Identification No.) • the Bond to which this assignment is affixed in the outstanding principal amount of$ standing in the name of the undersigned on the books of the Bond Registrar. The undersigned do(es) hereby irrevocably constitute and appoint as agent to transfer said Bond on the books of said Bond Registrar with full power of substitution in the premises. Dated Name , Social Security or Taxpayer Identification No. Signature (Sign here exactly as name(s) appear on the face of Certificate) , c 0 . - Signature guarantee: By • [Name of Eligible Guarantor Institution as defined by SEC Rule 17ad-15 (12CFR 240.17 Ad-15)or any similar rule which the Note Registrar deems applicable] I -5- l` i t •• ••• • • • • • • • • _ `• • •• ••• • • • •• •• • • • • • • • • ••• • • ••• ••• • CERTIFICATE OF CITY CLERK ••• •• •• •• STATE OF KANSAS= ) •• • • • SS. • • • COUNTY OF SALINE ) I, the undersigned, City Clerk of Salina, Kansas, hereby certify that the within Bond has been duly registered in my office according to law as of July IS, 2006. WITNESS my hand and official seal. • ;hass�� 1179 City•Ctcrk -' • * : CERTIFICATE OF STATE TREASURER OFFICE OF THE TREASURER, STATE OF KANSAS I, LYNN JENKINS, Treasurer of the State of Kansas, do hereby certify that a transcript of the proceedings leading up to the issuance of this Bond has been filed in my office, and that this Bond was registered in my office according to law on II IL 2 7 1006. WITNESS my hand and official seal. (Facsimile Seal) L . - Treasurer of the State•of Kansas -6- u l e • •• • • •• ••• • • • • D • o'.. • • • • •• . . • • • • • •• •• • • • • • ••• ,: • • • • ••• ••• • LEGAL OPINION 'a • • I, the undersigned, City Clerk of the City of Salina, Kansas, hereby certify that the following is a true and correct copy of the approving legal opinion of Gilmore & Bell, a Professional Corporation, Attorneys at Law, Kansas City, Missouri, on the within Bond and the series of which it is a part, except that it omits the date of such opinion; that the opinion was manually executed and was dated and issued as of the date of delivery of and payment for the Bonds and is on file in my office. B-y City Clerk Governing Body of the City of Salina,Kansas Salina, Kansas Wells Fargo Brokerage Salt Lake City, Utah Re: $885,000 General Obligation Internal Improvement Bonds, Series 2006-B, of the City of Salina,Kansas, Dated July 15, 2006 Ladies and Gentlemen: We have acted as bond counsel in connection with the issuance by the City of Salina, Kansas(the "City")of the above-captioned bonds(the "Bonds"). We have examined the law and such certified proceedings and other documents as we deem necessary to render this opinion. As to questions of fact material to our opinion, we have relied upon the certified proceedings and other certifications of public officials furnished to us without undertaking to verify the same by independent investigation. Based upon the foregoing,we are of the opinion, under existing law, as follows: 1. The Bonds are valid and legally binding general obligations of the City, payable as to both principal and interest in part from special assessments levied upon the property benefited by the construction of certain improvements, and, if not so paid, from ad valorem taxes which may be levied without limitation as to rate or amount upon all the taxable property, real and personal within the territorial limits of the City. The balance of the principal of and interest on the Bonds is payable from ad valorem taxes which may be levied without limitation as to rate or amount upon all the taxable tangible property, real and personal, within the territorial limits of the City. 2. The interest on the Bonds (including any original issue discount properly allocable to an owner thereof) is excluded from gross income for federal income tax purposes and is not an item of tax •• ••• • • • • • • • • •• preference for purposes of the federal altemajiveeminimum tax imposed on individuals and corporations. It should be'noted, however, that for the purpesd of computing the altemaiise mi;iirurq tax irgpose4 on corporations (as defined for federal income tax purposes), such ,ipiertg is Wen:into akoune in determining adjusted current earnings. The opinions set forth in this paragraph are subject to the condition that the City comply with all requirements of the Internal Revenue cpde•gf Jp86 as amended (the "Code"), that musibe satisfied subsequent to the issuance of the Bonds it,prder that ittergst thereon be, or continue to be,7excluded from gross income for federal income tax•pirpoees. :Thi City has covenanted to comply with each such requirement. Failure to comply with certain of such requirements may cause the inclusion of interest on the Bonds in gross income for federal income tax purposes retroactive to the date of issuance of the Bonds. The Bonds are not "qualified tax-exempt obligations" for purposes of Section 265(b)(3) of the Code. We express no opinion regarding other federal tax consequences arising with respect to the Bonds: 3. The interest on the Bonds is excluded from computation of Kansas adjusted gross income. We have not been engaged or undertaken to review the accuracy, completeness or sufficiency of _ the Official Statement or other offering material relating to the Bonds (except to the extent, if any, stated , I in the Official Statement) and we express no opinion relating thereto (excepting only the matters set forth as our opinion in the Official Statement). It is to be understood that the rights of the owners of the Bonds and the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights heretofore or hereafter enacted to the extent applicable and their enforcement may be subject to the exercise of judicial discretion in appropriate cases. Very truly yours, N. ti GILMORE&BELL, P.C. I • • • 8 1