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Cancelled Bonds 812105 011184 1\i/; (P/c4 REGISTERED REGISTERED NUMBER R-1 $250,000.00 Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York Corporation ("DTC"), to the Issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to• •��•• uch other entity as is requested by an authorized representative of DTC), ANY ,TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR ' °°°bTH1rR'WISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the • registecec>,ewner hereof, Cede& Co., has an interest herein. .r ••.•i •••. Ate • • ,• UNITED STATES OF AMERICA• •• • • • STATE OF KANSAS • • •• • .'CITY OF SALINA • GENERAL OBLIGATION INTERNAL IMPROVEMENT BOND ••• SERIES 2011-A 0 Interest Maturity Dated CUSIP: Rate: 5.000% Date: October 1,2012 Date: July 15, 2011 794743 Y81 O 00 REGISTERED OWNER: CEDE & CO. PRINCIPAL AMOUNT: TWO HUNDRED FIFTY THOUSAND DOLLARS U KNOW ALL PERSONS BY THESE PRESENTS: That the City of Salina, in the County of Z W Saline, State of Kansas (the "Issuer"), for value received, hereby acknowledges itself to be indebted and Q Co promises to pay to the Registered Owner shown above, or registered assigns, but solely from the source' }` �. and in the manner herein specified, the Principal Amount shown above on the Maturity Date shown above, unless called for redemption prior to said Maturity Date, and to pay interest thereon at the Interest a Rate per annum shown above (computed on the basis of a 360-day year of twelve 30-day months), from Z the Dated Date shown above, or from the most recent date to which interest has been paid or duly --- W provided for, payable semiannually on April 1 and October 1 of each year, commencing April 1, 201: 0 (the"Interest Payment Dates"),until the Principal Amount has been paid. O Method and Place of Payment. The principal or redemption price of this Bond shall be paid a CO maturity or upon earlier redemption to the person in whose name this Bond is registered at the maturity o 0 redemption date thereof, upon presentation and surrender of this Bond at the principal office of thi Z Treasurer of the State of Kansas, Topeka, Kansas (the "Paying Agent" and "Bond Registrar"). Th p interest payable on this Bond on any Interest Payment Date shall be paid to the person in whose name thi CO Bond is registered on the registration books maintained by the Bond Registrar at the close of business oir the Record Date(s) for such interest, which shall be the 15th day (whether or not a business day) of the calendar month next preceding the Interest Payment Date. Such interest shall be payable (a)by check or draft mailed by the Paying Agent to the address of such Registered Owner shown on the Bond Register or at such other address as is furnished to the Paying Agent in writing by such Registered Owner; or, (b) in the case of an interest payment to Cede & Co. or any Owner of$500,000 or more in aggregate principal • B12105 011185 amount of Bonds, by electronic transfer to such Owner upon written notice given to the Bond Registrar by such Registered Owner,not less than 15 days prior to the Record Date for such interest, containing the electronic transfer instructions including the bank, ABA routing number and account number to which j such Registered Owner wishes to have such transfer directed. The principal or redemption price of and 1 interest on the Bonds shall be payable in any coin or currency that, on the respective dates of payment thereof, is legal tender for the payment of public and private debts. Interest not punctually paid will be paid in the manner established in the within defined Bond Resolution. •••••Definitions. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the hereinafter defined Bond Resolution. •••• •.•• • Authdrizaiion of Bonds. This Bond is one of an authorized series of Bonds of the Issuer deSat$d "General Obligation Internal Improvement Bonds, Series 2011-A," aggregating the principal �;�,- amdunt'of $6 65!�t70 (the "Bonds") issued for the purposes set forth in the Ordinance of the Issuer • • au4ojlying the issuance of the Bonds and the Resolution of the Issuer prescribing the form and details of the Bonds (cogeotively, the "Bond Resolution"). The Bonds are issued by the authority of and in full ....• . •• complienge wile the provisions, restrictions and limitations of the Constitution and laws of the State of Kanaas,9ncluding K.S.A. 10-101 to 10-125, inclusive, K.S.A. 10-620 et seq. and K.S.A. 12-6a01 et seq., K.S.E1..12-685 et seg., K.S.A. 65-163u, Charter Ordinance No. 34 and Article 12, Section 5 of the Constitution of the State of Kansas, as amended, and all other provisions of the laws of the State of Kansas applicable thereto. General Obligations. The Bonds constitute general obligations of the Issuer payable as to both principal and interest in part from special assessments levied upon the property benefited by the construction of certain Improvements (as said term is described in the Bond Resolution) 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 Issuer, the balance being 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 Issuer. The full faith, credit and resources of the Issuer are hereby 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. Redemption Prior to Maturity. The Bonds are subject to redemption prior to maturity, as follows: Optional Redemption. At the option of the Issuer, Bonds maturing on October 1 in the years 2019, and thereafter, will be subject to redemption and payment prior to maturity on October 1, 2018, and thereafter, as a whole or in part (selection of maturities and the amount of Bonds of each maturity to be redeemed to be determined by the Issuer in such equitable manner as it may determine) at any time, at the redemption price of 100% (expressed as a percentage of the principal amount),plus accrued interest to the date of redemption. Mandatory Redemption. Each of the Bonds maturing on October 1, 2031 shall also be subject to mandatory redemption and payment prior to maturity pursuant to the redemption schedule set forth in the Bond Resolution at the Redemption Price of 100% (expressed as a percentage of the principal amount), plus accrued interest thereon to the Redemption Date. Redemption Denominations. Whenever the Bond Registrar is to select Bonds for the purpose of redemption, it shall, in the case of Bonds in denominations greater than a minimum Authorized Denomination, if less than all of the Bonds then Outstanding are to be called for redemption, treat each 2 B12105 011186 minimum Authorized Denomination of face value of each such Bond as though it were a separate Bond in the denomination of a minimum Authorized Denomination. Notice of Redemption. Notice of redemption, unless waived, shall be given by the Issuer to the State Treasurer of Kansas, the Purchaser of the Bonds and to the Bond Registrar in accordance with the Bond Resolution. The Issuer shall cause the Bond Registrar to notify each Registered Owner at the address maintained on the Bond Register, such notice to be given by mailing an official notice of redemption by first class mail at least 30 days prior to the redemption date. Notice of redemption having bo En tten as aforesaid, the Bonds or portions of Bonds to be redeemed shall, on the redemption date, become.due and payable at the redemption price therein specified, and from and after such date (unless thnIssuer defatltSIn the payment of the redemption price), such Bonds or portions of Bonds shall cease to bear interes{..... ...... took-LMtVSystem. The Bonds are being issued by means of a book-entry system with no phyiria•distribiution of bond certificates to be made except as provided in the Bond Resolution. One •• Bond•certificati vzithrespect to each date on which the Bonds are stated to mature or with respect to each form o€.11onds, ftgis'tered 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,evid&ce 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 Issuer and the Bond Registrar 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. Transfer of principal, interest and any redemption premium payments to participants of the Securities Depository, and transfer 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 Issuer and the Bond Registrar will not be responsible or liable for such transfers of payments or for maintaining, supervising or reviewing the records maintained by the Securities 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, redemption premium, if any, and interest on this Bond shall be made in accordance with existing arrangements among the Issuer, the Bond Registrar and the Securities Depository. Transfer and Exchange. EXCEPT AS OTHERWISE PROVIDED IN THE BOND 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. This Bond may be transferred or exchanged, as provided in the Bond Resolution, only on the Bond Register kept for that purpose at the principal office of the Bond Registrar, upon surrender of this Bond, together with a written instrument of transfer or authorization for exchange satisfactory to the Bond Registrar duly executed by the Registered Owner or the Registered Owner's duly authorized agent, and thereupon a new Bond or Bonds in any Authorized Denomination of the same maturity and in the same aggregate principal amount shall be issued to the transferee in exchange therefor as provided in the Bond Resolution and upon payment of the charges therein prescribed. The Issuer 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 Issuer and the Paying Agent may deem and treat the person in whose name this Bond is registered on the Bond Register as the absolute owner hereof for the • purpose of receiving payment of, or on account of, the principal or redemption price hereof and interest 3 • B12105011187 • • due hereon and for all other purposes. The Bonds are issued in fully registered form in Authorized Denominations. Authentication. This Bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the hereinafter defined Bond Resolution until the Certificate of _ _ Authentication_and Registration hereon shall have been lawfully_executed by_the Bond Registrar. _ _- IT IS HEREBY DECLARED AND CERTIFIED that all acts, conditions, and things required to.te•tgne 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 th2 Stare:of KytSaY,and that the total indebtedness of the Issuer, including this series of bonds, does not exceed any cortstitaii•onal or statutory limitation. .�,,,. • IN WIN�SS WHEREOF, the Issuer has caused this Bond to be executed by the manual or ••.:.. facsa signature of its Mayor and attested by the manual or facsimile signature of its Clerk, and its seal •• to be affixed heeetp oCimprinted hereon. • • • • CITY OF SALINA,KANSAS iaso :frt cs By: 4 $ Mayor ATTEST: By: yutacigatAL4i Clerk • • • • • 4• B12105 011188 CERTIFICATE OF CLERK STATE OF KANSAS )-SS. COUNTY OF SALINE )• •�••jhe undersigned, Clerk of the City of Salina, Kansas, does hereby certify that the within Bond has been.duly registered in my office according to law as of July 15, 2011. • •••• • WITNESS•my hand and official seal.: • . may' `' •..... .. .. ;< •. • • •Y •. Clerk •••••• CERTIFICATE OF STATE TREASURER OFFICE OF THE TREASURER, STATE OF KANSAS RON ESTES, Treasurer of the State of Kansas, does hereby certify that a transcript of the proceedings leading up to the issuance of this Bond has been,filed in,the office of the State Treasurer, and that this Bond was registered in such office according to.law on JUL 2.8 2011 . • WITNESS my hand and official seal. (Seal) By: / 9 'Z Treasurer of the State of Kansas CERTIFICATE OF AUTHENTICATION AND REGISTRATION This Bond is one of a series of General Obligation Internal Improvement Bonds, Series 2011-A, of the City of Salina, Kansas, described in the within-mentioned Bond Resolution. Registration Date JUL 2,8 2011 Office of the State Treasurer, Topeka, Kansas, as Bond Registrar and Paying Agent By go71/ Registration Number 0322-085-071511-028 5 B12105 011189 • BOND ASSIGNMENT FOR VALUE RECEIVED,the undersigned do(es) hereby sell, assign and transfer to .. • '• '.•• (Name and Address) • • ••••' (Social Security or Taxpayer Identification No.) •..•.. ..•... • •.... the JQad to whist this assignment is affixed in the outstanding principal amount of $ •.. stafhdirsg 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 bogkSdf 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 6 B12105 011190 • LEGAL OPINION The following is a true and correct copy of the approving legal opinion of Gilmore & Bell, P.C., Bond Counsel, which was dated and issued as of the date of original issuance and delivery of such Bonds: .. • • • • GILMORE & BELL,P.C. • Attorneys at Law • 2405 Grand Boulevard ""• •0.00• Suite 1100 .000.• Kansas City, Missouri 64108 .... • • • • • .•••• 0000 • .. •0 • • • • • • • •000.0 •• • .•••• GovBMinl Body City of$aiina,Kansas Hutchinson, Shockey, Erley&Co. Chicago, Illinois Re: $6,565,000 General Obligation Internal Improvement Bonds, Series 2011-A, of the City of Salina,Kansas,Dated July 15, 2011 We have acted as Bond Counsel in connection with the issuance by the City of Salina, Kansas (the "Issuer"), of the above-captioned bonds (the `Bonds"). In this capacity, we have examined the law and the certified proceedings, certifications and other documents that we deem necessary to render this opinion. Capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the resolution adopted by the governing body of the Issuer prescribing the details of the Bonds. Regarding questions of fact material to our opinion, we have relied on the certified proceedings and other certifications of public officials and others furnished to us without undertaking to verify them by independent investigation. Based upon the foregoing, we are of the opinion, under existing law, as follows: 1. The Bonds have been duly authorized, executed and delivered by the Issuer and are valid and legally binding general obligations of the Issuer. 2. The Bonds are 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 Issuer. 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 or amount upon all the taxable tangible property, real and personal, within the territorial limits of the Issuer. The Issuer is required by law to include in its annual tax levy the principal and interest coming due on the Bonds to the extent that necessary funds are not provided from other sources. 7 B12105 011191 • 3. The interest on the Bonds (including any original issue discount properly allocable to an owner of a Bond) is: (a) excluded from gross income for federal income tax purposes; and(b)not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations, but is taken into account in determining adjusted current earnings for the purpose of computing the alternative minimum tax imposed on certain corporations. The opinions set forth in this paragraph are subject to the condition that the Issuer 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 to preserve the exclusion of the interest on the Bonds from gross income for federal interne:tax purposes. The Issuer has covenanted to comply with all of these requirements. Failure to • complywith certain of these requirements may cause interest on the Bonds to be included in gross income fdt;Mft-al inwitR•t,ax purposes retroactive to the date of issuance of the Bonds. The Bonds have not - •••• beendesignattdas.'qualified tax-exempt obligations" for purposes of Section 265(b) of the Code. We •••••• exprgsAyo opinion regarding other federal tax consequences arising with respect to the Bonds. •••••• • • ••••• • • • • 4. • The interest on the Bonds is exempt from income taxation by the State of Kansas. •• • •• •••I•• :•• ....We express ' no opinion regarding the accuracy, completeness or sufficiency of the Official Sta1ament or other offering material relating to the Bonds (except to the extent, if any, stated in the Offic,i4,3tatement). Further, we express no opinion regarding tax consequences arising with respect to the Bonds other than as expressly set forth in this opinion. The rights of the owners of the Bonds and the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights generally and by equitable principles,whether considered at law or in equity. This opinion is given as of its date, and we assume no obligation to revise or supplement this opinion to reflect any facts or circumstances that may come to our attention or any changes in law that may occur after the date of this opinion. GILMORE &BELL, P.C. 8 a ' B12105 011192 p28 REGISTERED REGISTERED NUMBER R-2 $300,000.00 Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York Corporation ("DTC"), to the Issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede& Co., has an interest herein. UNITED STATES OFAMERICA STATE OF KANSAS CITY OF SALINA GENERAL OBLIGATION INTERNAL IMPROVEMENT BOND SERIES 2011-A Z .... 0 Interest Maturity Dated CUSW:... m Rate: 5.000% Date: October 1,2013 Date: July 15, 2011 ••;7947431:99 H REGISTERED OWNER: CEDE & CO. ��•••� s ..:. •••••• PRINCIPAL AMOUNT: THREE HUNDRED THOUSAND DOLLARS HU :...:. Z W KNOW ALL PERSONS BY THESE PRESENTS: That the City of Salina, in the Countx of Saline, State of Kansas (the "Issuer"), for value received, hereby acknowledges itself to be indeb?e&&nd promises to pay to the Registered Owner shown above, or registered assigns, but solely from the source and in the manner herein specified, the Principal Amount shown above on the Maturity Date shown d Z above, unless called for redemption prior to said Maturity Date, and to pay interest thereon at the Interest W I Rate per annum shown above (computed on the basis of a 360-day year of twelve 30-day months), from Y the Dated Date shown above, or from the most recent date to which interest has been paid or duly 0 provided for, payable semiannually on April 1 and October 1 of each year, commencing April 1, 2012 0 (the"Interest Payment Dates"), until the Principal Amount has been paid. m Method and Place of Payment. The principal or redemption price of this Bond shall be paid at p _ maturity or upon earlier redemption to the person in whose name this Bond is registered at the maturity or ZO redemption date thereof, upon presentation and surrender of this Bond at the principal office of the m Treasurer of the State of Kansas, Topeka, Kansas (the "Paying Agent' and "Bond Registrar"). The interest payable on this Bond on any Interest Payment Date shall be paid to the person in whose name this Bond is registered on the registration books maintained by the Bond Registrar at the close of business on the Record Date(s) for such interest, which shall be the 15th day (whether or not a business day) of the calendar month next preceding the Interest Payment Date. Such interest shall be payable (a) by check or draft mailed by the Paying Agent to the address of such Registered Owner shown on the Bond Register or at such other address as is furnished to the Paying Agent in writing by such Registered Owner; or, (b) in the case of an interest payment to Cede & Co. or any Owner of$500,000 or more in aggregate principal b B12105 011193 amount of Bonds, by electronic transfer to such Owner upon written notice given to the Bond Registrar by such Registered Owner, not less than 15 days prior to the Record Date for such interest, containing the electronic transfer instructions including the bank, ABA routing number and account number to which such Registered Owner wishes to have such transfer directed. The principal or redemption price of and interest on the Bonds shall be payable in any coin or currency that, on the respective dates of payment thereof, is_legal_tender_for_the payment of public and,private_debts. Interest not-punctually paid will be_ paid in the manner established in the within defined Bond Resolution. Definitions. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the hereinafter defined Bond Resolution. Authorization of Bonds. This Bond is one of an authorized series of Bonds of the Issuer designated "General Obligation Internal Improvement Bonds, Series 2011-A," aggregating the principal amount of $6,565,000 (the "Bonds") issued for the purposes set forth in the Ordinance of the Issuer 1 authorizing the issuance of the Bonds and the Resolution of the Issuer prescribing the form and details of the Bonds (collectively, the "Bond Resolution"). The Bonds are issued by the authority of and in full iI compliance with the provisions, restrictions and limitations of the Constitution and laws of the State of Kansas, including K.S.A. 10-101 to 10-125,'inclusive, K.S.A. 10-620 et seq. and K.S.A. 12-6a01 et seq., K.S.A. 12-685 et seq., K.S.A. 65-163u, Charter Ordinance No. 34 and Article 12, Section 5 of the Constitution of the State of Kansas, as amended, and all other provisions of the laws of thg State of Kansas applicable thereto. ;""• General Obligations. The Bonds constitute general obligations of the Issuor payable aato40th •..... principal and interest in part from special assessments levied upon the prop4V.-b,nefited by the •••• construction of certain Improvements (as said term is described in the Bond Resolutionn,�g,and,. not-so ••;••, paid, from ad valorem taxes which may be levied without limitation as to rate or.aula'aIt up n all the •"" taxable tangible property, real and personal, within the territorial limits of the Issuer, the bala e%Ing '•��• payable from ad valorem taxes which may be levied without limitation as to rate or tMdunt upon all the ••„•• taxable tangible property, real and personal, within the territorial limits of the Issuer.'T&-full fatb., �it and resources of the Issuer are hereby 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. Redemption Prior to Maturity. The Bonds are subject to redemption prior to maturity, as follows: Optional Redemption. At the option of the Issuer, Bonds maturing on October 1 in the years 2019, and thereafter, will be subject to redemption and payment prior to maturity on October I, 2018, and thereafter, as a whole or in part (selection of maturities and the amount of Bonds of each maturity to be redeemed to be determined by the Issuer in such equitable manner as it may determine) at any time, at the redemption price of 100% (expressed as a percentage of the principal amount),plus accrued interest to the date of redemption. Mandatory Redemption. Each of the Bonds maturing on October 1, 2031 shall also be subject to mandatory redemption and payment prior to maturity pursuant to the redemption schedule set forth in the Bond Resolution at the Redemption Price of 100% (expressed as a percentage of the principal amount), plus accrued interest thereon to the Redemption Date. Redemption Denominations. Whenever the Bond Registrar is to select Bonds for the purpose of redemption, it shall, in the case of Bonds in denominations greater than a minimum Authorized Denomination, if less than all of the Bonds then Outstanding are to be called for redemption, treat each 2 812105 011194 minimum Authorized Denomination of face value of each such Bond as though it were a separate Bond in the denomination of a minimum Authorized Denomination. Notice of Redemption. Notice of redemption, unless waived, shall be given by the Issuer to the State Treasurer of Kansas, the Purchaser of the Bonds and to the Bond Registrar in accordance with the Bond Resolution— The_Issuer shall cause the Bond-Registrar to.notify_each Registered_Owner at the address maintained on the Bond Register, such notice to be given by mailing an official notice of redemption by first class mail at least 30 days prior to the redemption date. Notice of redemption having been given as aforesaid, the Bonds or portions of Bonds to be redeemed shall, on the redemption date, become due and payable at the redemption price therein specified, and from and after such date (unless the Issuer defaults in the payment of the redemption price), such Bonds or portions of Bonds shall cease to bear interest. Book-Entry System. 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 Bond Resolution. One Bond certificate with respect to each date on which the Bonds are stated to mature or with respect to each form of Bonds, 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. ,Tran.9fers of ownership shall be effected on the records of the Securities Depository and its participants pu?suaat to rules and procedures established by the Securities Depository and its participants. The Issueraed,the Bond Registrar will recognize the Securities Depository nominee, while the Register, OwneYdf this Bond, as the owner of this Bond for all purposes, including (i) payments of principj0k, 'nd redemption •• premium, if any, and interest on, this Bond, (ii) notices and (iii)voting. Transfer of principal, intelg5tand •':". an redemption premium payments to participants of the Securities Depository, and• ans' r of rind al, Y P P P Y P P P D', � � � P interest and any redemption premium payments to beneficial owners of the Bonds by paiticipa 1s bf the Securities Depository will be the responsibility of such participants and other nomineV Zit-such beneficial ',...' owners. The Issuer and the Bond Registrar will not be responsible or liable for•sach traysiAr:.of payments or for maintaining, supervising or reviewing the records maintained by the Securities Depository, the Securities Depository nominee, its participants or persons acting throujt,'g$h participants. While the Securities Depository nominee is the owner of this Bond, notwithstanding the provision hereinabove contained, payments of principal of, redemption premium, if any, and interest on i this Bond shall be made in accordance with existing arrangements among the Issuer, the Bond Registrar and the Securities Depository. Transfer and Exchange. EXCEPT AS OTHERWISE PROVIDED IN THE BOND 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. This Bond may be transferred or exchanged, as provided in the Bond Resolution, only on the Bond Register kept for that purpose at the principal office of the Bond Registrar, upon surrender of this Bond, together with a written instrument of transfer or authorization for exchange satisfactory to the Bond Registrar duly executed by the Registered Owner or the Registered Owner's duly authorized agent, and thereupon a new Bond or Bonds in any Authorized Denomination of the same maturity and in the same aggregate principal amount shall be issued to the transferee in exchange therefor as provided in the Bond Resolution and upon payment of the charges therein prescribed. The Issuer 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 Issuer and the Paying Agent may deem and treat the person in whose name this Bond is registered on the Bond Register as the absolute owner hereof for the purpose of receiving payment of, or on account of, the principal or redemption price hereof and interest 3 b ' , B12105 011195 due hereon and for all other purposes. The Bonds are issued in fully registered form in Authorized Denominations. Authentication. This Bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the hereinafter defined Bond Resolution until the Certificate of _ ---Authentication-and-Registration hereon shall have,been lawfully executed.by_the Bond Registrar.._.. 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 Issuer, including this series of bonds, does not exceed any constitutional or statutory limitation. IN WITNESS WHEREOF, the Issuer has caused this Bond to be executed by the manual or facsimile signature of its Mayor and attested by the manual or facsimile signature of its Clerk, and its seal to be affixed hereto or imprinted hereon. �I CITY OF SALINA,KANSAS o zero �..... By: .... ATTEST: Mayor / ...... BY: .... Clerk :...:. 4 e ' B12105 011196 CERTIFICATE OF CLERK STATE OF KANSAS ) )_SS. COUNTY OF SALINE ) The undersigned, Clerk of the City of Salina, Kansas, does hereby certify that the within Bond has been duly registered in my office according to law as of July 15, 2011. WITNESS my hand and official seal. W �� B y: i I ss=° i Clerk J CERTIFICATE OF STATE TREASURER ° 000000 OFFICE OF THE TREASURER, STATE OF KANSAS :10000 ,JJJ=J RON ESTES, Treasurer of the State of Kansas, does hereby certify that°a •transcript of the proceedings leading up to the issuance of this Bond has been filed in the office of the SZate`Treasu-er;,and °°„°° that this Bond was registered in such office according to law on JUL 2, 8 2011 YJ°° ° o 000OJ 00000 0 . 0. .1. ..° 00.100.1 WITNESS my hand and official seal. 0000 0 '1000°a 0 J ' (Seal) By: J Treasurer of the State of Kansas 00 00 CERTIFICATE OF AUTHENTICATION AND REGISTRATION r This Bond is one of a series of General Obligation Internal Improvement Bonds, Series 2011-A, of the City of Salina, Kansas, described in the within-mentioned Bond Resolution. Registration Date JILL Z 8 2011 Office of the State Treasurer, Topeka, Kansas, as Bond Registrar and Paying Agent By Registration Number 0322-085-071511-028 B12105 011199 3. The interest on the Bonds (including any original issue discount properly allocable to an owner of a Bond) is: (a) excluded from gross income for federal income tax purposes; and (b) not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations, but is taken into account in determining adjusted current earnings for the purpose of computing the alternative minimum tax imposed on certain corporations. The opinions set forth in this paragraph are subject to the condition that the Issuer comply with-all_require_ments.of the Internal Revenue Code of 1986, as amended (the "Code"), that must be satisfied subsequent to the issuance of the Bonds in order to preserve the exclusion of the interest on the Bonds from gross income for federal income tax purposes. The Issuer has covenanted to comply with all of these requirements. Failure to comply with certain of these requirements may cause interest on the Bonds to be included in gross income for federal income tax purposes retroactive to the date of issuance of the Bonds. The Bonds have not been designated as "qualified tax-exempt obligations" for purposes of Section 265(b) of the Code. We express no opinion regarding other federal tax consequences arising with respect to the Bonds. 4. The interest on the Bonds is exempt from income taxation by the State of Kansas. We express no opinion regarding 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). Further, we express no opinion regarding tax consequences arising with respect to the Bonds other than as expressly set forth in this opinion. The rights of the owners of the Bonds and the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws affectinj•creditors,ttghts •..... generally and by equitable principles, whether considered at law or in equity. ' This opinion is given as of its date, and we assume no obligation to revise,sx•supplepient,this • ...... opinion to reflect any facts or circumstances That may come to our attention or any changes iryfa'�L'that may occur after the date of this opinion. GILMORE & BELL, P.C. ' i 8 812105 011200 • t022 REGISTERED REGISTERED NUMBER R-3 Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York Corporation ("DTC"), to the Issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. . . ...... UNITED STATES OF AMERICA • STATE OF KANSAS •••• cCITY OFS-ALINA= \ •••• .• , GENERAL OBLIGATION INTERNAL IMPROVEMENT BOND •••• •` O SERIES 2011-A t._ 'db... .....• Z ••0_ - m ...... Interest Maturity Dated •••• CUSI . •••• Rate: 5.000% Date: October 1, 2014 Date: July 15, 2011 G7947 • =Z23n I— .... 1Y REGISTERED OWNER: CEDE & CO. • HU Z W PRINCIPAL AMOUNT: THREE HUNDRED TEN THOUSAND DOLLARS H CO cc KNOW ALL PERSONS BY THESE PRESENTS: That the City of Salina,.in the County of Q H Saline, State of Kansas (the "Issuer"). for value received, hereby acknowledges itself to be indeb et d'and Cl- z promises to pay to the Registered Owner shown above, or registered assigns, but solely from the source - E W and in the manner herein specified, the Principal Amount shown above on the Maturity Date shown • above, unless called for redemption prior to said Maturity Date, and to pay interest thereon at the Interest O Rate per annum shown above (computed on the basis of a 360-day year of twelve 30-day months), from O the Dated Date shown above, or from the most recent date to which interest has been paid or duly m provided for, payable semiannually on April 1 and October 1 of each year, commencing April 1, 2012 (the `Interest Payment Dates"), until the Principal Amount has been paid. 0 1 Z Method and Place of Payment. The principal or redemption price of this Bond shall be paid at O maturity or upon earlier redemption to the person in whose name this Bond is registered at the maturity or m redemption date thereof, upon presentation and surrender of this Bond at the principal office of the Treasurer of the State of Kansas, Topeka, Kansas (the "Paying Agent" and "Bond Registrar"). The interest payable on this Bond on any Interest Payment Date shall be paid to the person in whose name this Bond is registered on the registration books maintained by the Bond Registrar at the close of business on the Record Date(s) for such interest, which shall be the 15th day (whether or not a business day) of the calendar month next preceding the Interest Payment Date. Such interest shall be payable (a) by check or draft mailed by the Paying Agent to the address of such Registered Owner shown on the Bond Register or at such other address as is furnished to the Paying Agent in writing by such Registered Owner; or, (b) in the case of an interest payment to Cede & Co. or any Owner of$500,000 or more in aggregate principal B12105 011201 1 amount of Bonds, by electronic transfer to such Owner upon written notice given to the Bond Registrar by such Registered Owner, not less than 15 days prior to the Record Date for such interest, containing the electronic transfer instructions including the bank, ABA routing number and account number to which such Registered Owner wishes to have such transfer directed. The principal or redemption price of and interest on the Bonds shall be payable in any coin or currency that, on the respective dates of payment -_thereof, is_legal tender for the payment of public and_priyate_debts. Interest not_punctually.paid will be paid in the manner established in the within defined Bond Resolution. Definitions. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the hereinafter defined Bond Resolution. Authorization of Bonds. This Bond is one of an authorized series of Bonds of the Issuer designated "General Obligation Internal Improvement Bonds, Series 2011-A," aggregating the principal amount of S6,565,000 (the "Bonds") issued for the purposes set forth in the Ordinance of the Issuer authorizing the issuance of the Bonds and the Resolution of the Issuer prescribing the form and details of the Bonds (collectively, the "Bond Resolution"). The Bonds are issued by the authority of and'Mfull compliance with the provisions, restrictions and limitations of the Constitution and;la'ts pf the gist! of Kansas, including K.S.A. 10-101 to 10-125, inclusive, K.S.A. 10-620 et seq. and K.St:1. 12-6a01ej„g., ' ' K.S.A. 12-685 et seq., K.S.A. 65-163u, Charter Ordinance No. 34 and Article isb Setion 5go1•the Constitution of the State of Kansas, as amended, and all other provisions of the laws pf thettate of -":••• ... Kansas applicable thereto. • • General Obligations. The Bonds constitute general obligations of the Issuer payable as eo both principal and interest in part from special assessments levied upon the property benefited j he construction of certain Improvements (as said term is described in the Bond Resolution) and.i1 of 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 Issuer, the balance being • 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 Issuer. The full faith, credit and resources of the Issuer are hereby 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. Redemption Prior to Maturity. The Bonds are subject to redemption prior to maturity, as follows: Optional Redemption. At the option of the Issuer, Bonds maturing on October 1 in the years • 2019, and thereafter, will be subject to redemption and payment prior to maturity on October 1, 2918, and thereafter, as a whole or in part (selection of maturities and the amount of Bonds of each maturity to be redeemed to be determined by the Issuer in such equitable manner as it may determine) at any time, at the redemption price of 100% (expressed as a percentage of the principal amount), plus accrued interest to the date of redemption. Mandatory Redemption. Each of the Bonds maturing on October 1, 2031 shall also be subject to mandatory redemption and payment prior to maturity pursuant to the redemption schedule set forth in the Bond Resolution at the Redemption Price of 100% (expressed as a percentage of the principal amount), plus accrued interest thereon to the Redemption Date. Redemption Denominations. Whenever the Bond Registrar is to select Bonds for the purpose of redemption, it shall, in the case of Bonds in denominations greater than a minimum Authorized Denomination, if less than all of the Bonds then Outstanding are to be called for redemption, treat each 7 • IIMaNIMIlhaelowe B12105 011202 minimum Authorized Denomination of face value of each such Bond as though it were a separate Bond in the denomination of a minimum Authorized Denomination. Notice of Redemption. Notice of redemption, unless waived, shall be given by the Issuer to the State Treasurer of Kansas, the Purchaser of the Bonds and to the Bond Registrar in accordance with the Bond_Resolution.. The Issuer_ shall_cause_the Bond_Registrar to notify_ each.Registered_Owner at the address maintained on the Bond Register, such notice to be given by mailing an official notice of redemption by first class mail at least 30 days prior to the redemption date. Notice of redemption having been given as aforesaid, the Bonds or portions of Bonds to be redeemed shall, on the redemption date, become due and payable at the redemption price therein specified, and from and after such date (unless the Issuer defaults in the payment of the redemption price), such Bonds or portions of Bonds shall cease to bear interest. Book-Entry System. 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 Bond Resolution. One Bond certificate with respect to each date on which the Bonds are stated to mature or'yith respec:fdg'a;h form of Bonds, registered in the nominee name of the Securities Depository, is being isshejl and regaired to be deposited with the Securities Depository and immobilized in its custody. The book-entry,sv5jem will evidence positions held in the Bonds by the Securities Depository's participants,bcpgfjial ou's nsHip ••; of the Bonds in authorized denominations being evidenced in'the records of such participants. 'Tfi rs ••••• -of ownership shall be effected on the records of the Securities Depository and its participants putTiant to - rules and procedures established by the Securities Depository and its participants'•ftI•Issue. and the Bond Registrar will recognize the Securities Depository nominee, while the Registered Owner of:u»s Bond, as the owner of this Bond for all purposes, including (i) payments of principal of and redetrg2tion premium, if any, and interest on, this Bond, (ii) notices and (iii) voting. Transfer of principal, intaht and any redemption premium payments to participants of the Securities Depository, and transfer 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 Issuer and the Bond Registrar will not be responsible or liable for such transfers of payments or for maintaining, supervising or reviewing the records maintained by the Securities 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, redemption premium, if any, and interest on this Bond shall be made in accordance with existing arrangements among the Issuer, the Bond Registrar and the Securities Depository. Transfer and Exchange. EXCEPT AS OTHERWISE PROVIDED LN THE .BOND 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. This Bond may be transferred or exchanged, as provided in the Bond Resolution, only on the Bond Register kept for that purpose at the principal office of the Bond Registrar, upon surrender of this Bond, together with a written instrument of transfer or authorization for exchange satisfactory to the Bond Registrar duly executed by the Registered Owner or the Registered Owner's duly authorized agent, and thereupon a new Bond or Bonds in any Authorized Denomination of the same maturity and in the same aggregate principal amount shall be issued to the transferee in exchange therefor as provided in the Bond Resolution and upon payment of the charges therein prescribed. The Issuer 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 Issuer and the Paying Agent may deem and treat the person in whose name this Bond is registered on the Bond Register as the absolute owner hereof for the purpose of receiving payment of, or on account of, the principal or redemption price hereof and interest 3 B12105 011203 due hereon and for all other purposes. The Bonds are issued in fully registered form in Authorized Denominations. Authentication. This Bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the hereinafter defined Bond Resolution until the Certificate of _ ____.Authentication_and_Registration hereon.shall.have been.lawfully.executedbythe Bond Registrar.__ 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 Issuer, including this series of bonds, does not exceed any constitutional or statutory limitation. LN WITNESS WHEREOF, the Issuer has caused this Bond to be executed by the m galor facsimile signature of its Mayor and attested by the manual or facsimile signature of its Clerk, andits seal to be affixed •hereto or imprinted hereon. ""• ,..... ". • CITY OF S.ahINA, KA_\SAS •• ... • I • ATTEST: Mayor „ ,) , •... By: SO .- 4 J., • Clerk 4 812105 011204 ° • 1 CERTIFICATE OF CLERK STATE OF KANSAS _. _ )_SS. • - COUNTY OF SALINE ) The undersigned. Clerk of the City of Salina. Kansas, does hereby certify that the within Bond has been duly registered in my office according to law as of July 15, 2011. WI I NESS my hand and official seal. • „n By: Clerk `� •••• • • • _ •._ CERTIFICATE OF STATE TREASURER ! • • • „•., OFFICE OF THE TREASURER, STATE OF KANSAS ••••• RON ESTES. Treasurer of the State of Kansas. does hereby certify that a transcript of the proceedings leading up to the issuance of this Bond has been filed in the office of the State Treasuri:f•aitd that this Bond was registered in such office according to law on JUL 2 S 2f11 WITNESS my hand and official seal. (Seal) By: Treasurer of the State of Kansas CERTIFICATE OF AUTHENTICATION AND REGISTRATION This Bond is one of a series of General Obligation Internal Improvement Bonds, Series 2011-A, of the City of Salina. Kansas, described in the within-mentioned Bond Resolution. Registration Date JUL Yr 8 2011 Office of the State Treasurer, Topeka. Kansas, as Bond Registrar and Paying Agent • By Registration Number 0322-085-071511-028 5 • 1 B12105 011205 BOND ASSIGNMENT -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 S ..:., standing in the name of the undersigned on the books of the Bond Registrar. The undersigned does) hereby irrevocably constitute and appoint as agent to transfer said Bondqtt,jhe books of said Bond Registrar with full power of substitution in the premises. • • . Dated .....J Name • •••• • ...•.. • • • Social Security or • Taxpayer Identification No. •••• Signature (Sign here exactly as name(s) • appear on the face of Certificate) Signature guarantee: By n 6 B12105 011206 ' • LEGAL OPINION The following is a true and correct copy of the approving legal opinion of Gilmore & Bell, P.C.. - Bond.Counsel-whichwas.dated.and issued as of-the date of original-issuance and delivery of--such Bonds: GILMORE & BELL,-P.C. Attorneys at Law 2405 Grand Boulevard Suite 1100 Kansas City, Missouri 64108 . • • . • • •••• • •••••• •• • . ...... Governing Body •• • • City of Salina, Kansas ..... • ...... Hutchinson, Shockey, Erley& Co. ......• Chicago, Illinois ...... Re: S6,565,000 General Obligation Internal Improvement Bonds, Series 2011-A, of the City of Salina, Kansas, Dated July 15. 2011 •• • We have acted as Bond Counsel in connection with the issuance by the City of Salina. Kansas (the "Issuer"), of the above-captioned bonds (the "Bonds"). In this capacity, we have examined the law and the certified proceedings, certifications and other documents that we deem necessary to render this opinion. Capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the resolution adopted by the governing body of the Issuer prescribing the details of the Bonds. Regarding questions of fact material to our opinion, we have relied on the certified proceedings and other certifications of public officials and others furnished to us without undertaking to verify them by independent investigation. Based upon the foregoing, we are of the opinion, under existing law; as follows: I. The Bonds have been duly authorized, executed and delivered by the Issuer and are valid and legally binding general obligations of the Issuer. 2. The Bonds are 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 Issuer. 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 or amount upon all the taxable tangible property, real and personal, within the territorial limits of the Issuer. The Issuer is required by law to include in its annual tax levy the principal and interest coming due on the Bonds to the extent that necessary funds are not provided from other sources. B12105011207 ' 3. The interest on the Bonds (including any original issue discount properly allocable to an • owner of a Bond) is: (a)excluded from gross income for federal income tax purposes; and (b)not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations, but is taken into account in determining adjusted current earnings for the purpose of • computing the alternative minimum tax imposed on certain corporations. The opinions set forth in this - paragraph are_subject to the condition that the Issuer-comply with_all requirements of the _Internal • Revenue Code of 1956, as amended (the "Code"), that must be satisfied subsequent to the issuance of the Bonds in order to preserve the exclusion of the interest on the Bonds from gross income for federal income tax purposes. The Issuer has covenanted to comply with all of these requirements. Failure to comply with certain of these requirements may cause interest on the Bonds to be included in gross income for federal income tax purposes retroactive to the date of issuance of the Bonds. The Bonds have not been designated as "qualified tax-exempt obligations" for purposes of Section 265(b) of the Code. We express no opinion regarding other federal tax consequences arising with respect to the Bonds. 4. The interest on the Bonds is exempt from income taxation by the State of Kansas. :''''. We express no opinion regarding the accuracy, completeness or sufficiency-0L the Offit4l Statement or other offering material relating to the Bonds (except to the extent, if•any,.stated in'the • Official Statement). Further, we express no opinion regarding tax consequences arising .'th respi"• t the Bonds other than as expressly set forth in this opinion. .....' The rights of the owners of the Bonds and the enforceability thereof }nay De limited by ;"••• bankruptcy, insolvency, reorganization, moratorium and other similar laws affectin_'creditoX.rj;l}ts •••• generally and by equitable principles, whether considered at law or in equity. • •... This opinion is given as of its date, and we assume no obligation to revise or supplement this opinion to reflect any facts or circumstances that may come to our attention or any changes in law that may occur after the date of this opinion. GILMORE & BELL, P.C. s