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99-9963 Affidavit of Publication Ordinance Number 99-9963 Following is a true and correct copy of -such Bond ehall-bear irTieresl I e th Post-.Conversion Floating together with proof of publication of the same. from,the next preceding interest Rate shall be a floating annual payment date to which interest i interest rate on the Bonds estate has been paid or duly provided fished by the Remarketing Agent for, or, if no interest has been- I as the.floating annual interest paid or duly provided for on-the rate equal to a percentage of the AFFIDAVIT Bonds, from December 28, T-Bill Rate for which Remarket t 1984. - . , ing Agent has received commit- The Bonds shall mature.on merits on or poor to the 20th day December 1,2014. e. ..r _ preceding the Conversion Date Bryant Pierpont (C) From the effective date of to purchase all theiOutstanding this Ordinance amending and :Bonds on,the Conversion Date i I, , being duly supplementing the original Ordi'.• at price,of'par,wine/tit discount nonce,the Bonds shall bear in- or at premium not do exceed terest at-the Floating Rate until the then customary not exceed sworn, declare that I am the Advertising Manager of THE (but not including),the Convey discount (but in no event may Sion Data The Floating Rate for. the premium exceed three per. the Bonds for each weekly rate cent). ,The determination of the period`means the le%ser•of (i) p T-Bill Rate and any adjustment SALINA JOURNAL, a dally newspaper published at Salina, 15%per annum(the;"Maximum to the,P.ost-Conversion Floating Rate")'or(ii)the lowest rate•of shall be made by"the:Trustee, interest determined by•the Re- and any such determination or Saline County, Kansas, and of general circulation in said marketing Agent-which, in the adjustment shall be conclusive judgment rof the'Remarketing and binding upon the,City,the Agent,would cause the Bends to .Developer and•the,Owners.,of have a market value as Of:the the Bonds. county, which newspaper has been continuously and unin- ,aa1e of determination equal to (F) Pdor to the conversion the principal amount thereof,) Data;interest on the Bonds shall terruptedly published for five consecutive years prior to first taking into a soot cQ prevailing be computed on the basis of a p Y p Y p market conditions. In the event? ' 360-day. year, and the actual • number of days elapsed.,,On the Remarketing Agent:ails fO1 "' and after the Conversion'.Date, publicatio of attached notice, and that the attached Zany reason to determine the in ' interest on the bonds shall be ordinance Number 99-9963 'terest rate for•any,weekly,rate, 0coniiutetl'onthebasisofa360- period,theFloatingRatethenin )day year,of twelve,30-day effect for Bonds.will remain in of months. The principal off and fect from week to,week until the ;premium, if,any, on the.Bonds 1 Trustee is,notified of,a.new, shall be payable in lawful money 'Floating Rate determined by,the, ,of the United States of America has been correctly published in said newspaper Remarketing;Agent. I.Weekly, .at the Principal Office of Trustee, rate periods shall commence on or of its successor in trust. The a Thursday earl endlon.the fob: purchase.Price of.the Bands times, the first publication being given lowineWednesday;-provided shall be payable in lawful money Januar . 2000 ,that (A)`e weekly rate period of the United Staid of America at shall end nn the'day immediate-; i the Principal Office of the Tender In the issue of ' / J- ly preceding the Conversion , Agent. Payment of interest on. Date. and,(B) the day of the I the Bonds shall be made to the �, i' 'week on which weekly rate parr: ,I Owner thereof on the applicable _ - ids shall,commence•may be Record Date by check mailed by changed-by the Remarketing the Trustee on.the applicable in- i / .Agent with.the consent•of the terest payment date to such i �}� ;.,.,Developer,if the scheduled rate Owner at his address as it ap- Subscribed and sworn to-b- Or: determination day,has became " pears on the registration books. Subscribed genera"(taking market into ac- count of City or at such other address' k ,' ��q .general market practice), as is furnished to Trustee in writ;of LLCU,CaJ& l A.D. O/WO - as determined in the reasonable ing by such Owner, or in,such Y (/ exercise 'of the Remarketing other manner as may be mutual- Agent's judgment,upon notice to ly acceptable to Trustee and the, the Trustee and the Tender . Owner of any Bond. 'I GL �4- O(.12P Agent not less than 14 days be- Section 2. Section 2.03 of the t • fore the change, which notice Original Ordinance is hereby 1 tPublished In The Salina Journal 1 Notary Public Y January 6,2000) - shall promptly be communicated amended by deleting existing Sec I ORDINANCE NUMBER. by the.Trustee by first class mail trio 2.03 and substituting in.lieu r. f to the owners of Bonds,pithy- thereof a new Section 2.03 to read ' 99.9963 LORI L. KOCOL' that such.,notice to. AN ORDINANCE•AMENDING Trustee as follows: ,y 1 Trustee is"accompanied by an SECTION 2.03. Execution; AND SUPPLEMENTING ORDI-1 •N 'aly Public-State of Kansas NANCE,NO. 84-9055'OF THE opinion shaft atl counsel, which Limited Obligation. The Bonds CITY OF SAUNA, KANSAS, BV My Appt.Ekpires /0-3-03 opinion vered lsoteaddressed shall be executed on behalf of 1•CHANGING THE MECHANISM! and delivered to the City,to The the City with the manual or fat- FOR DETERMINING THE VARI-' , effect that-the change will not simile signatures of the Mayor ABLE' RATE OF,INTEREST I adversely affect the interest lion and Clerk of the City with the BORNE BY CERTAIN REVENUE from gross income of interest on corporate seal of the thereon. Thai BONDS,(SAUNA CENTRAL I the Bonds fohfederal income tax hereto or imprinted thereon. Thal MALL LIMITED PARTNERSHIP ).purposes. Bonds initially issued and au- . (PENNEY'S)PROJECT),SERIES The Floating Rate,for each registered (hereunder shall:be • 1984,ISSUED BY THE CITY FOR weekly rate period shall be ef- registered in the office ohihe THE PURPOSE OF PROVIDING -Letter of-Credal") providing for - ( fictive from and including,the + Clerk when registration shall De FUNDS TO ACQUIRE, CON- (payment when due of the principal I tegral multiple thereof if necea-t commencement. date .thereof evidenced by.the following fed ' STRUCT,'INSTALL'AND EQUIP Iof and interest on the Bonds,and I sary to evidence the unre-) and remain in effect to.end in- Choate being imprinted there and CERTAIN.BUILDINGS, FACILI- payment of the.purchase price of I deemed portion of any Bond. I eluding the lase.day thereof. bearing.the signature of the ' ' From and after the Conversion r Each such Floating Rate shall be Clerk:TIES AND IMPROVEMENTS ON 'Bonds tendered t /or purchase;and I determined b 'the Remarketing, STATE OF KANSAS •(- -r 1 I I Date, the,Bonds shall be is-ESTATE LEASED TO THE WHEREAS,the Bonds presently I suable ag�tolly registered Bonds • Agent on the Buslneie:Day next ) CITY AND CAL NA•NDNTR SUBLEASED IMIO as bear inter under at a"Floating Original. ate'1 'without coupons in the denomi- preceding.the commencement COUNTY OF SALINE) C)i' •r• ED PARTNERSHIP MALL LIMIT- nonce which is variable rate of in- nation of$5,000 or,any integral date of the weekly rate period to I, the undersigned"City Clark multiple thereof; Unless the City which it relates and provided to I' of the City / Salina,-Kansas, .11 OTHER A I CHANGES CERTAIN N irematkdeng agent Using h a macho shall otherwise direct,the Bonds the Trustee by the Remarketing ) hereby certify that the within 'ORDINANCE ER'MINOR 0HANGE I rem set ng a in the ing'm dha- ', shall be lettered CR"and shall be Agent by written notice transmit- Revenue Bond (SALINA CEN- WHNANCE, O.84-90t5.l(.S.A nism set fo 'numbered consecutively from 1 ted through atimesharing fermi- TRAL MALL LIMITED PART- Section 12S 7pu u t to.K, as I WHEREAS,and. •the Developer has !upward .r • nal or facsimile machine,ifoberv, NERSHIP,(PENNEY'S)'PRO- Sec Section ,12-17 Cito,of Salina, 1 WHEREASc th Deri toper as I(B) Each Bond,shall be dated alive as between any two par, xJECT),Series-1984,9f the City of Kansas (the:a City passed f end), I selected, Led,Ba ice successor renter; the date of Its authentication and i ties,or if not operative,in writing I of Salina,Kansas,has.been du- Kansas (t e4"City')on December I t tiesng agent (the,"Remarketing shall bear interest,payable(i)on or by telephone (promptly con,0 ly registered inmy office accaird-, 10, 1984°('Original ordinance"), Agent")with.respect to the Bonds, I March:1, 7985,and (ii)so long firmed in writing) by 5:00 p.m., ,ing to law. authorizing the issuance of I and the Developer and the Rernar- as ihe,Bonds bear interest at the New York City time on such WITNESSETHmy hand and of- $4,495000.principal amount of ,keting Agent desire to amend tie Floating Rate on March il,.JUne I preceding Business Day.., ,.� facial seal this day i,Jan- I 1,September.),and December The determination of the Float; I Salina, Kansas, Revenue"Bonds Original Ordinance to change the I uary,2000. -. (Salina Central Mall Limited Part- I mechanism,by which the Floating 1 of each year and en,the Can-� ing Rate shall be conclusive and., !(SEAL) Z' nership Panne s Pro act;,Sines Rate of the Bonds is determined ,version,Sept Date,commencing June, binding,upon the.City,t e Der. THE Ci Clerk T ,1984 (the "Bonds) and tlesignal- ('antl to make certain other minor 1, 1885, and payable from and Tender Agent the Clty,the be- •THE BONDS'SHALL NOT(BE :ing Bank ol.Oklahoma,NA.,a na- 'changes to the Original Ordinance; I alter the Conversion Date on ( veloper and the Owners of,ihe GENERAL OBLIGATIONSJOF tional banking association of Tul- ' NOW,THEREFORE,BE IT RE- 1 June 1 or,December 1:Of.each' Bonds. , THE CITY BUT LIMITED-AND' tsa Oklahoma, as atioh of Tul- SOLVED BY THE GOVERNING 1,year,commencing on the June 1 (D) [Reserved] SPECIAL-' OBLIGATIONS or December 1 next following the (E) The Bonds shall bear inter- 'Trustee");and BODY OF THE CITY OF,SALINA, ( ) PAYABLE SOLELY rROM THE I 1 Conversion Date, In each case est at the Fixed Rate or at the' Bonds EwefeS sad toe;finance the KANSAS;AS FOLLOWS: r' ,from the intereet'payment date l Post-Conversion Floatin Rate AMOUNTS'PAYABLE UNDER I Section 1. Section 2.02 of the. next recetlin the date to which 9 THE;AG AMOUNTS SPECIFICALLY OTH- ecquisition;'..construction, installa- Original Ordinance is hereti ' preceding (as pursuant selected by the Developer. ER AMOUNTS SPECIFICALLY lion and a of 9 I yl interest has been'peirt:or duly ursuant to Section 4.OLer 4.02 g Aping of Certain retail 'amended by deleting existing Sec- P PLEDGE RDIN NCE UNDER land commercial facilities on real' lion 2.02-and substituting, n lieu thereof is for, unless the nor- hereof, as the case maybe),. SH LLB ORDINANCE('E;' AND+ 9 est thereof b a date tOrduyh inter-. Date and'after the Ctir o•fife estate leased from Warman sub ':hereof a new Section 2.0?.to read SHALL BE A VALID_-0LAIM;OF na Partnershib to the City and sub-' as follows; 9 , I est has been paid a duly from the Bon until'the matu_nt'2 of,tire THE REF ONLY AGAINST NST leased by theCity to Salina Central SECTION 2.02., Issuance of ed for, in which case from the Bonds. THEREOF ONLY AGAINST Mall Limited Partnership (Pen= Bonds. (A) The.Bontls shall be date thereof,or-unless ea'inter- The Fixed Rate shalloe'a fixed, THE BOND FUND AND OTHER rte 's the "Developer') est has been paid math/proved- MONEYS HELD BY TRUSTEE y ) ( p )'pursuant • designated "City of Salina,J(I annual interest rate.On, to a Lease Agreement dated as or Kansas, Revenue Bonds(SALT-1 ctl for on the Bon Until pays en- mg established rate of UNDER AMOUNTS PAYABLE i 1 camber in 1984;until payment in Agent as the rate of interest December 28, 7984 (the."Agree-1 hNA CENTRAL MALL LIMITED of the principal thereof has been g g a UNDER THE AGREEMENT ment")in consideration for.certain PARTNERSHIP (PENNEY,'S), p p for which Remarketing Agent t, OTHERWISE. PLEDGED ! made or duly provided for., has received commitment%.on,or rental payments thereunder id l ,Series 1984." Prisms the,Con- Oil THEREFOR, WHICH f Notwithstanding'the foregoing, prior to 20th day recetlin amounts&AIM' nt to pay the inter= version Date,the Bondi shall be p YP 9 AMOUNTS ARE HEREBY 1 1 •f. any Bond dated after'-any the Conversion Date to pur-� lest on and principal.of, and"re I issuable as fully registered PLEDGED, ASSIGNED AND ; demotion remiem, if any, Record Datafantl'before the fsl- chase all the Outstanding Bonds� • � p P y, on the -denominatioul t $100,,ia the 9 OTHERWISE SECURED FOR 'Bonds;and - ] 1' denomination of $100,000: or lowing interest payment date on the Conversion. Date at a WHEREAS, NationsBank', N.A.,, y' gal multiple of$5,000 in shall bear interest from such,in- price ,p t 'any inter rice of ar without discount or now known as Bank of America1, excess thereof;provided that the I �erest payment date, It del provided, at a premium not to exceed the (the"Bank"),has issued its irrevo-f Bonds may be issued in the de-i however,that it City shall default then customary underwriting die; able direct-pay-Ietlerof.credit theJ nomination of$5,000 or any in- in the payment of interest due on ) count(beiain no event may the such interest payment date ium'exc ,then Lpremeetl _3_Percen0! THE EQUAL PAYMENT OF; bilities,or is no longer qualirea' ___Poor"written approval of the t:IHUUM51'HNCES UhSUHIBED THE BONDS AND SHALL BE • to act as a securities depository Bank. In no event, however,' HEREIN. ' 'and the Tender Agent USED FOR NO OTHER PUR- , and registered clearing agency shall any removal of the Tender KNOW ALL MEN' BV'THESE 14 days before the change,which under the Securities and Ex- I notice shall promptly be communi- POSE THAN TO PAY THE Agent take effect until a succes- PRESENTS that the-,CITY OF change Act of 1934,as amend- g "City"), Gated by the Trustee by first class PRINCIPAL OF 'PREMIUM IF soy Tender Agent shall have' .SALINA,KANSAS(me"Ci , for ' ANY,AND'INTEREST ON THE ce the Cily_may appoint.suc- been appointed by the-Trustee',,, 'value received, promises to pay, mail to the owners of Bonds;pro- cessorg the receives �vided, that such notice to the BTHER SE EPT`AS MAYBE subject to the approval;of,the \but only from the sources and as I OTHERWISE EXPRESSLY AU- I proles tithe ce stee receives Developer and upon the accept' hereinafter provided'to�,or reg- i Trustee is accompanied by an THORIZED IN THIS QRDI- written evidence satisfactory to ante;of the duties of°Tender )isteretl assigns (Owner of•;the opinion of bond counsel, which NANCE., THE BONDS,SHALL the ty of Ih"wllh:respect Tgthe Agenuby such successor; If the' \Bond"),on December 1,2014,up- opinion-shall also be addressed 1 NOT'.AN ANY.RESPECT BE ability of the successor Securi- - Trustee is not servin 'as Tender •an surrender hereof"the.principal and delivered to the City,to the ef- t ties Bepository•to discharges its g' sum of^,Dollars, and in"like) )fed that the change will not ed- GENERAL7.OBLIGATILL THEY OF L 1 Agent under the InrAgent, the 9 t THE CITY NOR SHALL THEY , respans!bilities wAny such suc- 'duties of the Tender Agent shall 'manner to pay interest on said sum versely.affect the exclusion from. I BE,PA,YABLE IN ANY MANNER I cessor,Securities.Depository be set forth in an agreement ac- at the rate,described below on gross'income of interest on the BV'7A%ATION.. + I shall be.a securities tlepository. . ce table to the Trustee and the I March 1, June'1, September?1, (Bonds for federal income tax pur- 1 Article Ili of the which,js .-,registered clearing , . Oevelo r + I 'and Decernberl of each year and' poses; ' , Section 3.: - Developer., v r agency under the Securities and (e) In case' Tender Agent on the Conversion Datedhere The Floating Rate for.each' 'Original Ordinance is hereby - ! ' O 9 r I amended by'addinge new Section Exchange Act of 1934pas shall resign orbe'reinoved,or be inaf ter defined), .,weekly rate period shall be ettec-' 2.12 td reed as follows' .amended, or other applicable I dissolved or shale be in the March 1. 1985, from the interest rive from and including the corn- I or regulation that °per- I q a ment date next recedin the' I SECTION,2.12. Book-Entry course'of d!ssolut!ori'or I! uida' P Y P 9 mencemenl date thereof and;re- aces asecurities depository up- date of aulhenlication'$ereof to, main in effect to and including the , Bgnps; Securities,Depository. \ion;or otherwise become coca- The ed,to shall initially be reg- on reasonable end, customary ' • cable of acting as Tender Agent\ 'which interest has been paid or du last day thereof. Each such Float- , tenns�The Trustee pon its ra- I provided for, unless the date `n Rate shall be determined by isteredto Cede&Co.,the nomi- : or in case it shall be taken under, Y P 9 nee-/or The Depository Trust ceipl of.a Bond or Bonds for can- the control of any publIe officer 'hereof is an interest payment date' ,,he Remarketing Agent on the Icellation shall cause the tlelivary paid 3usiness'Day next precedingrthe Company,New York New York or officers,'or of a receiver alt-, ,to which interest has been aitl or, the'"Securities,Depository"), of Bonds to the successor Sep- pointed b e coup, a successor duly provitled for,'in which case commencement date of the weekly (the p ry)' 1 y' 1 'from the date hereof,or unless no rit'e's Oepomldry in appropilate rate period to which it relates and and no beneficial owner will ra- ( may be appointed by the Devel- P ceive certilicarei ,representing vitled here n.�and form as{pro- 'oper with the prior written ap-' interest has been paid or duly pro-' provided to the Trustee by the Re- marketing interests in the vitled herein I prove] of the Trustee and the 1 vided for on the Bonds,(as here-. marketing Agent by rotten notice Bonds, except inthe,event the 'Section 4: •Section 3.03 01 the! Bank. Every successor Tender; 'inafter defined)'m which case from transmitted through a time sharing Trustee•issues replacement Original<Ortlmance is he�oy Agent appointed pursuant to the 'December 28,1984,until payment terminal or facsimile machine, if l bonds ("Replacement Bonds") lion edibYdelebn§exist!ng,teb ll provisions of this Section*shall of the principal hereof'has been operativeasbetweenanytwopar - bon of a veer Stit 3.03 in eeu - t as pievided in this Section. It is thereof anew Secti 3.03 to readll be,if there be such an institution' •made or duly provided for., ties, le if not operative,in writing or , anticipated that hyring�he term •I willing,qualified and able to ac\ Notwithstanding the foregoing, if, by telephone (promptly confirmed as follows: ' 1 - p - g any in writing)by 5:00 p.m.,New York I of the Bonds,�the'ke loo ties De- 'u cept the duties of A ant this Bond is dated after an date SECTION 3.03. ,Notice of He-;. O y ( City time,on such preceding Bust posdorf will make;book-entry upon customary terms,abank or which is five 5'BUSiness Day asp. demptidn. Notice of the call for ,ness Day. transfers among:its Participants ' (aril trust company within or without' defined in the Ordinance which is I redemption, identify!ng \lie. ! i defined hereinbelow) prior to any hereafter,defined) and re- -r the State,in good standing and ) P Y The determination of the Float- ' ceive and.tpremiutmpayment of Bdeer1i r means'thereof t by having reported capital and sur-' interest payment date (a"Record) ing Rate shall be conclusive and redeemed: shall be give„ey; !binding upon the Trustee,the.Ten principal of,premium,if any,and plus of not less •than Date") and before such interest' interest on, the Bonds to the Trustee by mailing copy of�,lhe`( $50,000,000. Written notice of payment date,this Bond shall bear. der Agent:the City,the Developer Participants until end Unless Ilia redemption notice by registered i such appointment shall'mined'- :'interest from such interest Pay-! ,antl the Owners of the Bondi. , Trustee.authenticates.and Belie- or certified mail at least fifteen ately be given by the Developer 1 ment date;provided,however,that (B)(Reserved.) • (15)days but not more Ihadsiz= y P y (C)This Bond shall bear interest ers replacement)bonds to the ) Male to the'Trustee and,the Trustee i if the of i shall default in the a ry (60)-days prior to the at the'"Fixed Rate" or the;Post-' ' beneficial ownersras rdesc described shall cause written notice of ment of interest e, then on such inter-, for redemption to the Owp- est payment date, then this Bond Conversion Floating Rate" from !n the.following paragraph. For such appointment to ands, 'n tai I P Y 9 purposes of this''Section, the er of each Bond to be redeemetl the Owners of the Agent 'Any. shall bear interest from the next and after the Conversion Date un-; ( term"Participants'means those in whole or!n part at the address, successor Tender Agent shall which interest interest payment date lc I tit the'maturity of the Bonds. The I shown on the registration books. which interest has been paid or du- "Fixed Rate"shall be a fixed annu-1 financial institutions.for.whom ( execute and g'deliver an 'point- P the Securities Depository.'effects • Any.notice mailed as provided in ment accepting such appoint-'' ly provided for,or,if no interest has al interest rate on the Bonds es-` y ' this Section shall be conclusive- ' been paid or duly provided for on pledgee tr transfersn and merit and thereupon such suc-' P Y P Agent atl by the Remarketing st fr pledges.of Securities ties tleposite0 N presumed to have been duly ' cessor, without any further act, the Bonds, from December 28; Agent he the rate of interest for given,.whether or not the Owrier '.. 1984. The principal of th!e Bond is Remarketing Agent the sting ot! Depository, deed or conveyance, shall be-' P P :which Remarketin A ant has • `- - ( receives the notice!The Trustee payable in lawful money'of the received commitments on or prior. i s such listing a of such Participants ex- come fully vested with all rights, P Y y. shall ilel!vei a copy of any such United States of America at the 'to the 20th day preceding the Con- once.,c r the time of such refer- porters,duties and with eff of I Y P 9 redemption notice ding t Tender with like effect principal corporate trust office of version Date,at a price of par with- the S u'- 'ine its prodecely named II the City determines(A)phat Agent.Notwithstanding the fore- -as eat,ginally named as Tender Bank of Oklahoma,NA.,of Tulsa; out tliscountheat a premium not to r going provisions of this Section Oklahoma,as fiscal a entlor the the Securities Depository;is uo- Agent, but such'predecessor 9 ;exceed the then customary 3.03, delivery by the Tender ' City and as trustee(together with ;writing discount (but in no event' • to properly (B)ih rge,itslre- shall nevertheless,on the written ty ' 9 Agent of a'copy of a retlemption Developer, its successors in trust, the may the premium exceed 3 per-1 scribes lilies,or(B)that the,Se- request of the y,or of he the Y P P notice to a lransferee,of a Bond "Tmstee" or at the dui des' naY curities Depository is no longer Trustee or theca or of the suc- 1 Y 9, cent). The "Post-Conversion p ry ppg which has been.called.for're-. Y' ad office of an successor Trusted Floating Rate" shall be a floating to act as a-dee leies cessor,execute antl deliver such t any 9 9 1 deposit° and re isteretl clear- • ' quirements pursuant to the re- , I instruments and do such other under f the City Ordinance No.-84- ,annual interest rate on the Bonds ing agency under 9he Securities quirements of Section 2.08,shall things as may reasonably be re- '9055 of the City of Salina,Kansas I established by the Remarketing! and.Ezchange Act of,1934. as be„deemed to satisfy the re- quired to more fully and certainly !(said Ordinance, as from time to I Agent as the floating annual inter- ; amentleo;or(C)Iha'the Conan- I quirements of the first sentence vest and confirm in such succes- time amended and supplemented, ,est rate equal to a percentage of i R, y_ of this Section nsfe with respect powers,duties and' is hereinafter referred to asthe theT-Bill Rate for which Remarket-i uation of a book-entry s stem to ,cam sor all rights,p to any such transferee. I 'Ordinance"). Pa mans of interest the exclusion of any�Bdntls be- obligations-of such retlecessor. ) Y ;ing Agent has received commit- So long as the Securities De- ments oh or prior to the 20th day I ing 'issued to any•oondowner Sedition. Alucheedebetlhe ion this Bond shall nt madetdn I other than Cede 8,Co..iryno Pository is effecting,book-entry i Original Ordinance relating to the' leach interest payment date to the !preceding the Conversion Date to, longer in the best interesls`of the transfers,of,ahe Bonds, the , Alternate Floating Rate end the Al-' Iregistered Owner hereof as of the; I purchase all the Outstanding, Trustee shall provide the notices - 'applicable Record Date and 5tia10 )Bonds on the Conversion Date at beneficial owners of the Bends, 1 , ternaie Rate Option Nonce shall `e p' r specified in this.Section onyt is l by Y coca of par without discount or eta written• (2) if Trustee' receives i I c henceforth have no force and ef: be paid b check mailed b the the Securities heSecurry. It is , registered premium not to exceed the then written notice from Panic!ganls I fed,it being the intent that lhe'lo' `Trustee to such re istered Owner expected that the Securities De- I pp customary underwriting discount having interests tBonds in Outstanding,ts than rarest rate on the Bonds the AI eo at his address as it a ears on the 50%.of the Bonds Ostohe Pository shall, in rum_notify its longer be converted td the Alter+ j registration books of the C!ty or at I (but in no event may the premium t as shown on the records of the v nate Floating Rate, ..•1' ;l Isuch other address as is furnished exceed three percent). Securities Depository the Securi-rti- --—"l Section 7. Exhibit'A of the to the Trustee in writing by such poor to the Conversion Data,in i fled to such effect by the Sec Participants and that the or cause > Original Ordinanee (Pre Convey- 'registered owner,or in such other rarest on the Bonds shall be cote r ties Depository),that the Conan- pants,in rum,will notify or cause sion.Floating Rate Form of Bond) jmanner as'may be mutually•ac`; year, on the basis of a of days uation of a book-entry system e' er be notified the beneficial own is hereby amended by deleting ex-' roeptable to the Trustee and the year, actual number of days the exclusion of any Bonds be- ers;4 Any failure on the part of 'sting Exhibit A and`substitutingin I registered Owner'of this Bond 1 elapsed.On and after the Convert ing issuetl to any, is' 'thej Securities Depository:* a lieu thereof anew Exhibit A to_madi The Purchase Price (hereinafter sion Date, interest on the Bonds other anon Cede & CO.Cq is'no ;Participant,or failure on the.part as ection'8 attached hereto: ., ' 1 defined) of this'Bond shall'tie` shall be computed on the basis of longer lathe best interests of the of ra nominee of a beneficial Section*. All other provisions\ payable by the Trustee,as tender' a 360-day year of twelve 30-day beneficial owners of the Bonds, owner of a Bond (having.been'. of the Original Odinance not in' agent(together with any successor months. '' then the Trustee shall notify the ' mailed,notice from the Trustee; conflict with the amendments and. Tender Agent under'the Ordl- As used herein, the term"Con- bondowners of such determine- tha',Secudties Depository,.Per- supplements contained in Sections nance,the"Tender Agent")to the version Date"means the earlier to lion or such notice tes and ib o,the the bet or otherwise) to notify; 1 through 7 hereof shall-remain•im registered Owner hereof at his ad- occur of either the Optional Con= availability of certilicatesto own- the beneficial owner of the Bond full force and effect. i' , '/ dress as it appears on the registra- version Date or the Automatic. era requesting the same,and the so affected, shall not attest the' Section 9. This•Ordinance lion books of the City or at such Conversion Date; the term"Auto- Trustee shall register inplhe validity of the redemption of such shall take effect and be in full force lather address as may be specified matic Conversion Date"means the • name of and authenticate.anu Bond. 5, Section 10.12 of.. immediately eke?its approval,pas' by such owner at least 24 hours interest payment date immediately' r deliver replacement bonds.to the P - ,saga and adoption and its publics prior to the time such Purchase preceding the Letter of Credit Ter-, abeneficial owners or their nomi- the Original Ordinance is hereby' Lion in the official City newspaper?' Price is due. - mination Date;'the term"Letter oft ness in principal amounts repre-, amended by deleting existing Sec- APPROVED,PASSED AND ' " This Bond shall bear interest as\ Credit Termination Date" means' I tenting the interest of each;pro- lion 10.12 and substituting,!n lieu ADOPTED by the governing body' follows: I the •later of(i)that date upon which vided,that in the case of aide-, thereof a new Section 10:12 to of the City of Salina,Kansas,this , (A)This Bond shall bear interest, 'the Letter of Credit(hereinafter de:i termination under 1 A or, read es follows:r . - "Floating ( finetl)shall expire or(ii)the expire O( ) ,3rd day of January,2000. at the"Floatin Rhall bear(but(1)(B)of this paragraph,the City, SECTION 10.12. ;Appointment', , Introduced:December 20,1999') including) the Conversion Dalai If or termination of the Letter of with the consent of the Trustee, o/ antl'Succeeso to Tentler Passed: January 3,2000 The"Floating Rate"for the'Bonds, Credit as such may-be extended.: t may select a successor Securi- Age^t'' — for each weekly rate period means ',from time to time,either by extent: (a), Pursuant to written approval the lesser of (i) to% per annum sion o'r renewal of the existing Lat ' ties the following in accordance ragrap n to from the Developer and the CITY OF SALINA,KANSAS i 9 with the following paragraph to P I By:/s/Alan Jilka,Vice Mayor (the "Maximum Rate"); or (ii) the, .ter of Credit or the'issuance'of al effect book-entry transfers. In Bank,the Trustee shall serve as I SEAL t lowest rate of interest determined) :Substitute Letter of Credit or Sub- such event,all references to the successor Tender Agent here- ATTEST' . ' • ' by Banc of America Securities Istitute Credit Facility(as defined in' Securities Depository herein ' under beginning on the effective By:ys/Barbara R Weber , LLC,as remarketing agent(logetfi-1 '.me Ordinance);the term"Optional!( shall relate a the s Depository o time date of this Ordinance cr nuncle- er with any successor Remarket- ,Conversion Date' means that data P l ORDINA Clerk Y ( .on or after September 1,,1985,1 when the Securities Depository meriting the corporation Ordinance. ORDINANCE'NUMBER'99-99631 ing Agent under the Ordinance,the has possession of at least one (b) Any corporation or Tender Agent 'Remarketing Agent"), which, in 'which shall be a Business Dey,, P - EXHIBIT.A- ' . 9 Bond. ,Upon the issuance of re- lion into which the of merged,or (FRE-'CONVERSION,FLOATING( line lodgment of the Remarketing) 'from and after which the interest. placement bonds,all references may be converted or merged or RATE FORM OF BOND) Agent, would cause the Bands t% rate on-the Bonds is converted'. with which it may tie consolidal- have a market value as of the date from the Floating Rate as a result herein to obligations/imposed EXCEPT AS 'OTHERWISE 1 upon or to be p si ormco by the atl, or•to Which'it may sell or• PROVIDED IN THE ORDINANCE, 'ot determination equal to the pno-1 ;of the exercise by the Developer of Securities Depository shall .be ' transfer its corporate trust bust-' THIS GLOBAL BOND'MAY BE cipal amount thereof, taking into 'the Conversion option;'the fermi, i deemed to be imposed upon and • ness and assets as a whole or NOT TRANSFERRED,' IN ER PART WHOLE BUT ' account prevailing market cone!' -Conversion Option" means the' performed by the Trustee,to the+' substantially as a whole,orany NOT IN PART,ONLY,TO ANOTH- 'r lions. In the event the reason tot !option granted to the Developer in( extent applicable with respect ie corporation or association result- r ing Agent any 1 the Ordinance pursuant to which ER•NOMINEE OF THE SECURI- ' in A ant fails for en reason to such replacement bonds,e si ne ing from any such conversion, TIES SS OSITORV`OR TO A t determine the interest rate for any',the interest rate on the Bonds to Securities Depository resigns sale, mergers-consolidation',or SUCCESSOR SECURITIES DE- weekly rate period, the Floating convened from the Floating Rate; \ and the City,the Trustee or bon- transfer to which it is a patty, IPOSITORY OR TO A NOMINEE Rate then im effect for Bonds with i version-Floating Iha Fixed Rate or the Post-Con- downers are unable f thI ate.a' shall de and become the suc- IOF A SUCCESSOR SECURITIES remain in eHed from week to of a t l may Rate,as the case: qualified successor of the'Secu cessor Tender Agent hereunder, !DEPOSITORY. until Iha Trustee is notified of l t may be;Daas te;of the Optional Convey--' rities'-DDepository in accordance without the'!execution or filing of 'UNITED STATES OFIAMEHICA new Floating Rate determined by sion Data; the term-"Purchase•with the following paragraph, any instrument(or any further' STATE OF KANSAS _ 1 the Remarketing Agent. Weekly )price"'means an amount equal AO', \ then the Tmsteashall aulhenti- act,deed or conveyance on the CITY OF SALINA',KANSAS rate periods shall commence,one. 1 00%rot the principal amount b6 cafe and cause delivery of re- ! part of any of the parties hereto, REVENUE BOND y following Y , ry Thurstla and end on the tollowin 'an Bond tendered or deemed ten placement bonds to bondown- anything herein to the contrary (SALINACENTRAL MALL LIMIT- Wednesday; provitled.that n the 'dared for purchase pursuant to the Trustee tie as provided herein. The notwithstanding. ' ED PARTNERSHIP,(PENNEY'S) week) rate period shall end on the I Ordinance or with respect to which' Trustee may Securities information (c) The Tender Agent may at' 'SERI EC - ' Y I from.the Securities Depository any resign by giving thirty, day immediately preceding the theDemand Purchase Optlodhes an time rest n b !vin thi n y the day been'rexercised, plus, in the case' (30) days' notice to the Ciry SERIES—.. ' Conversion Date;and(B) y . and its Participants as to the, '� No.R $ " -• names and addresses of the Trustee, Developer and Ramer-, No,R' NO': ' of the week on which weekly rate of a'purchase pursuant to the ex' beneficial owners of the Bonds. keting"Agent. Such resignation THIS BOND IS SUBJECT TO periods • shall commence may be ercise of such Demand Purchase' shall nottake effect until the alt-' changed'by the Remarketing Option;accrued antl unpaid inter- The cost of printing,registration,I MANDATORY TENDER FOR authentication, and delivery of I pointment of a successor,Tender PURCHASE SAT THE TIME AND• veloner�rif)tie schetluletl.rate de chase thereon to the date of cur-' replacement bonds shall be paid, Agent IN THE MANNER HEREINAFTER I ` D y has became'nap The Interest rate on the Bonds P termmee(t da for the the Developer. , (d) The Vender Agen`by an be DESCRIBED,AND MUST BE SO a (, Y'- , In the event the Securities De-I ro r!ate(taking into account en- ma be convened from the Float' removed at any time by an in-' P P strumenl in writing delivered to TENDERED OR WILL BE I )era) market practice), as deter-, ing Rate to the F loatin Rate to or the Pository resigns, is unable to DEEMED TO HAVE BEEN SO i 'mined in the reasonable exercise, PostiConversion Floating Rate,asl `properly discharge its responsi- the.Trustee and the Tender TENDERED UNDER CERTAIN 1 ',of the Remarketing Agent's)udg-" I the case may be,upon satisfaction' Agent by the Developer,with the - -.�—•— mant, upon notice to the Trustee IL of certain conditions and notice) rotes-"--"—� NOT IN PART,ONLY TO ANOTHT (grved'by the°t rustee iri accordance; -$4',495,000(the"BOnas"j issuatl}'on surrender and cancellation at First Optional Redemption Date, ER NOMINEE,OF•THE SECURI-', with the requirements of the Ordi- for the purpose of financing the 1 this Bond. Upon such transfer a j • through.the following TIES DEPOSITORY, OR TO A !nance, and the Bonds shall be City's costs of constructing and' new registered Band or bands of Ii November 30 SUCCESSOR SECURITIES DE-' 'subject to mandatory tender by the' 'equipping two department stores authorized denomination ors de-; 103% • I POSITORY OR TO'A NOMINEE owners'thereodon the Conversion and parking and other related fact 1 nominations for the same agora-I First Anniversary of the First Op- OF A SUCCESSOR'SECURITIES 'Date. On and after the Conversion ities located in the City of Salina,' gate principal.amoupt-wilt'be is- tional Redemption Date through DEPOSITORY. o" t,A 'Date the Demand Purchase Op Kansas,(such facilities,the"Facil-' sued to the transferee in exchange) the following November 30 I The Bonds are issued'pursuant lion will not be available to the hies"), for lease to SALINA CEN-1 herefor. The City, the Tender' 1 102% lo, subject to the restrictions of, TAAL MALL LIMITED PARTNER- 'Agent and the Trustee may deem 1 Second Anniversary of file;First I land in full compliance,'witht the Owners of the Bonds. Any Owner SHIP (PENNEY'S), an Arkansas' 'and treat the registered Owner Optional Redemption Date y of Bonds who desires to retain limited artnershi (the"Develo I ! through the followin �COnstitution approving;'passmgl Bonds after the Conversion Date p p ( P-', hereof as the absolute 0 and adopting the Ordinance antl must notify the Developer and the e'"), under the terms of a certain r• hereof (whelhei or not This Bond November 30 1, Lease Agreement Bated as of De-/ 'shall be overdue)for all purposes, I 101% 'laws of the State of Kansas,partic Trustee in writing received no less center 28, 1984 by and between'. 'and neither the Ciry, the Tender I Third Annivera of the First Op-, ulady the Kansas Economic Devely ,than ten(10)days prior to the Con- the City, as party lessor, and that 1 ! re' opment Revenue Bond Act,K.S.A.i i,• version Date in the form described ry P y Agent nor the Trustee shall,be; • tionai'Retlemption Date and (Sections 12.1740, et seq.,,,aS • in the notice riven by the Trustee Developer.as party lessee(which (bound by any notice'or knowledge thereafter amended'and supplemented;and at least lice g (20)Gays but not agreement, as,from time to buret jto the contrary. f" 100% by appropriate action duly taken by I more than thirty(30)tlays prior to amended and supplemented, isll1 prior Io the Conversion Date,the) As used herein, the term "First the City authorizing the ezecutib : hereinafter referred'to as-the Bonds are issuable as fully regis- I Optional Redemption Date"means the Conversion Date. Owners of .•Agreement"),under which the De- gored bonds without cou ons in the g and delivery of the Agreemenlanc `Bonds who do not.provide.the veto er.is.obit ated' to pay r p y the December 1 occuniny m the certain other instruments. ' ',Bonds who the Developer with, p g p Y denominations of$100,000 or an ear which is a numerof ears af- THIS BOND SHALL NOT'BE IN 'said notice'shall he required to amounts which are sufficient to ntegral multiple'el $5,000 in ex-' ter the Conversion Date equal to i ANY WAY A DEBTOR LIABILITY 'said tice'shall to the Tender pay the principal and Purchase cess thereof. From and after theI the number of years'between the OF THE STATE OF KANSAS'OR { Price of,premium, if any, and in- 'Conversion Date,the Bonds shall December 1 immediately following Ages for purchase at the Pur-I terest crania Bonds and such 0th= ANY POLITICAL SUBDIVISION chase Price. Accrued interest on be issuable as tally registered the Conversion Date (unless the I• er sums as shall be payable usher bonds without coupons in the de-1 . Conversion D:re is December 1,in OR INSTRUMENTALITY OF THE the Bonds will Date to payable on the the Ordinance as the same shall p 1 STATE OF KANSAS (OTHER 'Conversion Date to the Owners of nominations of$5,000 or any iota- Iwhich case'irom such DecemberI I THAN THE CITY) AND SHALB Ibecome''dual in accordance with 'oral multiple thereof. I '.1) andtecemd rr,1, 2014, multi- NOT CREATE OR CONSTITUTE Bonds as of the applicable Record, their terms and.provisions and the r d The Bonds are callable for re-, looney 1/2 and rounded by to•the 'Date. Any Bonds not delivered to terms and provisions of the'Ordi- dam tlon•in the event(l)the Facil-, nearest whole number, but in no I ANY INDEBTEDNESS,LIABILITY 'the Tender Agent on or prior to the• nonce. '. - II 'ities or any portion thereof is dam-'. 'event Tess than seven(7)years af-,1 OOF KKANISAS OR OF ANY SUCH Conversion Date ("Undelivered THIS BOND SHALL NOT BE A I !aged or destroyed or'taken in a' ter the Conversion Date. , '_ Bonds"),for which there has been GENERAL OBLIGATION OF THE I proceeding g y POLITICAL SUBDIVISION OR IN' the Trustee deposited amount trust moneys), CITY BUT A LIMITED AND SP&(( (Becton 7i1 of the Agreemenil is'' portions thereof are called forge- STARUMEENRTALLOR OTHERWISE: LE; (sufficient to pay,the Purchase CIAL OBLIGATION ,PAYABLE applied,or(21'the Developer shall'( demption as aforesaid, node,of I BUT THIS BOND SHALL'BE A exercise its option.to cause.the the call for redemption,identifying Pace of the Undelivered Bontls, - r LIMITED AND SPECIAL OBLIGA; shall be deemed to have been ten- SOLELY FROM THE AMOUNTS Bonds to be redeemed as provided the Bonds or portions thereof to he! I TION.OF-THE CITY PAYABLE PAYABLE UNDER THE AGREE; in Section 11.3 open shall tie nit 'redeemed, shall a given by the dared and . IN THE EVENT the Pur- or(3)the Developer shall be obit-1 Trustee by mailing a copy of the' SOLELY FROM THE MONEYS j 1 'MENT AND OTHER AMOUNTS ,AND REVENUES. RECEIVED .chase Price. IN THE EVENT OF A 'FAILURE BY AN OWNER OF SPECIFICALLY . PLEDGED, gated to cause the Bonds id be re- redemption notice byre fifteen (15)1 or! FROM THE FEES CHARGED I 'THEREFOR UNDER THE ORDI-: if as provided in Section certified mail at least fifteen (60). (AND RENTAL RECEIVED FOR BONDS(OTHER THAN AN OWN- NANCE,AND SHALL BE'A'VALID, ry e1 eOf the Agreement:If called for' days but not more that sixty (60) ER OF BONDS WHO HAS GIVEN: I I THE USE OF THE PROPERTIES NOTICE AS CLAIM OF THE OWNER.HERE (redemption at any time pursue 11 ball days prior to the Cate fixed for re- TODELIVERITS BONDS ONOORI 'OF ONLY AGAINST THE BOND lerielct enboa am ImBoends shall ball tlemption to the owner of each AND FACILITIES PURCHASED' PRIOR TO THE CONVERSION .FUND AND OTHER.MONEYS r (ACQUIRED, CONSTRUCTED ;HELD BY TRUSTEE.AND THE subject to retlemption by the City Bontl to be redeemed in whole or, RECONSTRUCTED, IMPROVED; ,DATE,SAID OWNER SHALL NOT ion any interest payment date; in' In part at the address shown onth6 AMOUNTS PAYABLE 'UNDER 1 EQUIPPED, FURNISHED, RE' 'BE ENTITLED TO ANY'PAY-, whole or(in the case of 7.1 of the registration books. Any altice 'PAIRED, ENLARGED OR RE-, 'THE AGREEMENT OTHERWISE pursuant to Section'7.1 of the, mailed as provided above shall bal MODELED WITH THE PRO MENT (INCLUDING ANY INTER-; PLEDGED THEREFOR,'WHICH. such Bonds rids in pan,less •td in'aII of conclusively presumed to hake' EST TO ACCRUE SUBSEQUENT r AMOUNTS ARE PLEDGED, A& 'LEEDS OF- THE BONDS, IN TO THE CONVERSION DATE) such Bonds to be selected ideuch' been duly given,whether or not the( 1 SIGNED AND OTHERWISE SE, PART,AND THE OTHER FUNDS. OTHER THAN THE PURCHASE manner cethe s other may dietary owner receives the notice.No fuF PROVIDED THEREFOR,AS SET CURED FOR THE EQUAL PAY! mine(except as otherwise 'swig' then interest shall accrue on the, I 1 PRICE FOR SUCH- UNDELIV- ed in the Ordinance),at a redemp--� principal of any Bond called for re- (FORTH HEREIN AND IN THE OR-, MENT OF THE BONDS ANC ERED BONDS,AND ANY UNDE-, SHALL BE USED FOR NO'OTH-'. DINANCE'AND NOT FROM ANY/ LIVERED BONDS SHALL NO ,ER PURPOSE. THAN TO'PAY I�00%)of of one percent date Available iMoneys eas tde- 1 LONGER BE ENTITLED TO THE I OTHER FUND F OR SOURCE.NEI-., r THE PRINCIPAL OF, PREMIUM,' �'redeof plus sate. II interest to the fined in the Ordinance,sufficient' THER THE FAITH AND CREDIT- EXCEFITS OF THE ORDINANCE,1 IF ANY,AND INTEREST ON,THE'. ,redemption date. II called for re- for such redemption have been de- NOR THE TAXING POWER OF EXCEPT FOR THE PURPOSE OF, THE STATE' OF KANSAS OR PAYMENT OF THE PURCHASE BONDS. EXCEPT AS MAY;BE 'demption at any time pursuant to' posited with the Trustee. Notwith- OTHERWISE'EXPRESSLY„AU-' '(3)above,the Bonds shall be sub-, standing the to contained d in the'lice 'ANY POLITICAL SUBDIVISION PRICE THEREFOR. .- •THORIZED IN THE ORDINANCE.' I. 'OR INSTRUMENTALITY OF THE At any time prior to the first inter-. 'THE BONDS SHALL NOT IN ANY' rlect to redemption by the City prior requirements f t contained In the be STATE OF'KANSAS OR OF THE sentence of this paragraph may h est payment date following the. (RESPECT BE GENERAL OBLIG1 to maturity in whole or any interest CITY IS PLEDGED TO THE PAY deemed satisfied with respect to a Conversion Date, an' Owner of! IATIONS OF THE CITY NOR( payment date within one hundred• iransferee'oi a Bona which.has MENT OF THE.PRINCIPAL OF 1 Bonds who has given notice of its: SHALL THEY BE PAYABLE'IN. I eighty(180)days after a"Determi-' been purchased pursuant to.the THIS BOND OR THE INTEREST i desire to continue to hold Bonds as 1 nation of Taxability",as that term is Demand Purchase Option after OR ANY PREMIUM HEREON OR I :provided above, may deliver this: IA THE AC CITY SHALL BE TAXATION! 'defined'in Secto'..11.4 of the' OTHER. COSTS INCIDENT r - such Bond has deviously been Bond to the Trustee or the Tentler) LEASED FROM AND DISCLAIMS, )Agreement;at One hundred per-1 called for redemption, notwith- HER ETO's NOR SHALL THE Agent, ntl upon sucndelivery,that ANY DUTY; OBLIGATION'OR cent(100%)Of the aggregate prin- I BONDS BE'PAYABLE IN ANY standing the failure to satisfy the Trusteea or the Tentler Agent s cal-' COMMITMENT, EXPRESS-OR' cipal acruet of Bends outstanding notice requirements of,the first MANNER.BY TAXATION. exchange this Bond for a replace-' (IMPLIED,' E INVESTIGATE OR .. plus accrued interest.to the re-' sentence of this paragraph with re- Nolwilhstantling anything to the 1 ment Bond evidencing interest at /FURNISH THE ANY FINANCIAL IN- demption date.Reference is here- " contrary contained herein or in the fu ly pro such transferee,as more' I !Ina Fixed Rate. 'ANY SUBSEQUENT OWNER OF' by made to Section 7.1 of the r )ally nonce.. in Section 3.030)the Ordinance, the Agreement,or do, or in On and after March 1,1985,this, his THIS BOND ANV FINANCIALS IN-' I Agreement for a description er the I l Ian other instrument or tlocumal e Ordinance. Bond shall be purchased,'at the FORMATION RESPECTING OR' •circumstances under which certain rnn Bonds ere bang issued i any option of the owner hereof Da= 1 net proceeds of insurance or con- ,executed b9 or on behalf of the P ( ''CONCERNING THE FINANCIAL( P (means of a book-entry system with City in connection herewith. no mend Purchase Option").at the 'STATUS'FROM TIME 70 TIME ''damnation may be.paidinto the) Ino physical distribution of bond•Purchase Price,upon: ° 'DEVELOPER OR THE BANK,:OR! Bond Fund(as defined in the Ordi-1 certificates to be made except as 1 stipulation, covenant, agreement, (a)delivery to the Trustee at its nance)for full or partial redemption, or obligation contained herein or; principal corporate trust office and: 'ER, AS TENANTS IN OTHE' 'of the Bonds and to Sections 11.3' I Bond a certificate Owith erasp-ectt to. therein shall be construed.toliink the Remarketing Agent at its pin- AGREEMENT,AND THE ORDI- `and 11.4'of the Agreement for a': (each date on which the-Bonds are pose on the City any duty y,laxe(-, 'ci al office of a notice(said notice i " ' 'description of the circumstances, gation to levy or impose any con-I, ( NANCE.''- r p stated to mature,registered in the r to be irrevocable and effective up- The Bontls are all issued under under which the Developer may, I nominee name of the Securities Ieither to meet any obligation con-, on receipt)which states(i)the rig- ry 'cause or be required to cause the, r I 1 toned herein or to pay the principal 1 and oral equally secured by and, Depository,•is being issued and re- of,premium,if any,and interest on' 9 mbeers of Bonds to tie"po a entitled to the protection of the Or. )B In addition, the Bonds are sub-' squired to be depositetl with the Sa- 1 thepBonds or be construed.as a• 'chased;and n the date on which, 'ments due from nthe Developerato 1ject to mandatory redemption, ine tunes Depository and immobi- {eipulaton,obligation aorc Inant! 'such Bonds are to be purchased, 'the City under the Agreement(0th- .whole, on the Automatic Conver ,lized in its custody. The book-en-. agreement 9 Y. :which date shall be a Business er than`certain indemnification' ssion Date,at 100%of the principal, ,try'system will evident.=, positions ;present members, official,commis- . ru r, Day not prior to the seventh'(7th) 'payments and the payment of eer-' amount thereof,if on or prior to the held in the Bonds by the Securities. 1 I day next succeeding the dale of )taro expenses of the Ciry),are as- 20th'day prior to the;Automatic' depository's participants,'eenefi- official or employee or agent ol,the; 'delivery of such notice and Which' signed to the Trustee to secure the 'Conversion Date(i)the Developer' icial ownership of the Bonds in au-� City or any incorporator, Wstor„ 'date shall be after February„28, payment of the principal and Pur-, has failed to provide the Trustee: thorized denominations being evi member, director, trustee, off icerl 1985,and prior to the Conversion !chase'Price of; and premium, it with an opinion of nationally recog dened in the records of such par- for employee or agent of any suet Date;and i nixed bond.counsel to the effect, ticipants. Transfers of ownership cessor to the City,in any such per- any, nd:i terest on the Bontls. (son's individual capacity,(b)delivery to the Tender Agent The Developer has caused to be that the propoeed conversion of shall be effected on the records of, p ry. and,no at its office designated for such delivered to the Trustee an g the-' the interest rate'on the Bonds lo( the Securities Depository and Hs I such person, in his indivitluat.ca- purpose at or prior to 10:00 a.m.! I with cable a'Letter of Credit (together' (the Fixed Rate or the PostOonver-, participants pursuant to rules'and paciry,shall be liable personally for•New designated City time, on the date be with an Substitute Letter of Credit sion Floating Rate, as the case procedures established by the Se- any breach or non-observance of, designated for such Bonds to be 'or Substitute Credit Facility,"thee !may be,on the Automatic Conver- cunties Depository and its partici- I or for any failure to perform,fulfill: purchased with an appropriate en=- °Letter'of Credit") issued by the' sion Date will not adversely affect, pants. The City and the Trustee, 1 or comply with.any such stipela- dorsemeot for transfer or aciom- Bank which will expire ass 'fed) the exemption of the interact on will recognize the Securities De 1 lions; covenants, agreements or ,ponied by a bond power Bonds are td •theren, unless earlier tto coated' 'the Bontls from federal ncometax-' fared ry nominee,while the as the the principal or,premium,ds or or in blank,and if such Bonds are to "the 'I the Fixed Rate or Post- tared owner of this Bond, as the !interest on any of the Bonds or for r or extended.the Subject to certain' O - any claim based thereon o{on an ! ceeding ding inter prior pa yo ine dati sac'. ben replace the La Substitute s Credit may 'Conversion e: of interest Rate, to Le. owner of this Bond for all of prpos- Y Yj castling interest payment respect,and be Credit replaced by a Substitute Letter 'case may e, of interest to be es,including(i)payments of'premium,it1 I such sor obligation,on, again t any; after the Record Date in respect of Credit of another commercial tome'by the,Bonds on and after' pal of,and redemption'premium,if !merit or obligation, against. any! thereof, a due-bill check, payable bank or savings and loan associa-' the Automatic Conversion Date any,and interest on,this Bond,001 ,such'person, either directly his y or through I to bearer,for interest due on such' tin or the'L Substitute Credit Facility.' has not been established in eccor- notices and(iii)voting. Transfers 1 Peery, either directly or through interest payment date. dancal w'th'the terms of the Ordi- of principal, interest ancheny ra-`. the City or any successor to the' Under the l Letter le Credit, the I City under any rule of law or a ui- Any delivery of a nTrust reined, Trustee will be ufficietl to drew up' 'n On' demption ip premium ecurities e- p ry Y q l 'to be made to the Trustee at its to an amount f the sufficient to a (a) On'Or prior to the Conversion participants of the Securities of eras De= enforcement orce statute tit constitution or by the principal corporate trust office par-' 1 the principal of the Bonds or the Date,the Bonds are subject to re- posnory,and transfers of pincipal,l enforcement of any .arid merit or 'suant to(a) above shall be dery portion of the Purchase Price cror= tlemption by the City,at the option interest and any redemption premi' penalty or otherwise,and all such I •ered to the Trustee at P.D. Box responding to the principal of the 'of the Developer,at any timebn or urn payments to beneficial owners liability of any such person„in his '2300,Tulsa,Oklahoma 74192,At- Bonds;and(b)up to 120 days'ac-� utter September 1,1985.in whole of the Bands by participants of the !individual capacitor, is hereby ex-. tendon: Corporate Trust Depart- creed interest(at a maximum rate or in part, less than all of such' Securities Depository will be the 1 pressly waived and released. ! • 'men', or to the office designatetl! of 15%per annum)on the Bonds' ,Bonds to be selected in such man-' responsibility of such participants The Owner of this Bong.shall 1 for such purpose by any successor)t or the portion'of the Purchase -ner as the Trustee shall determine Il and other nominees of such beneJ I have no right to enforce the provi- I Trustee; any delivery of a notice,I Price of the Bonds corresponding' ,(except as otherwise provided in' tidal owners. The City and the: ,$torts of the Ordinance or to insti-I 'required to be made to the Ramer- to accrued interest thereon. Refer-' 'the Ordinance), at.a redemption Trustee will not be responsible or lute action to enforce the keting Agent at its principal'office '. price of 100% of the principal liable for such transfers of a -, 'covenants therein,or,to take any I alone f hereby made to the prop- !amount P P - r y action with respect to any default' purr d to to the above mr etinll be en-I nonce for a description of the prop- ,emoo t e thereof plus accrued inter- ing or or for ing th i records meiin-, I i T livered to the Remarketin Agent est to ilia date of redemption. in or re4iewin the records main- under the Ordinance, or to'insti- 9 9 a led pledged and assigned,tied, the p 9 9 o at 800 Market Street,8th Floor,St. I rtY p g s After the Conversion.Date, the lained by the Secuities Deposita- ,ute,'appear in or defend any suit i provisions,among others,with re- r or other proceedings with ies t ,Louis,Missouri 63101-2607,or to Bonds are subject to redemption spect to the nature and extent oft subject p ry.'he Securities Depository nomi' P 9 Pet ! the office designated for such pur-II p 14 the C'ty,at the option of the De- nee,its participants or persons acct !thereto, unless certain-,cfrcum-r 9 P the security,the rights,duties and, 'pose by any successor Remarket- t veto er,.on or after the First O ithrough such artici ante. 'seances.described in the Ordi- obligations of the City,the Trustee' P e-' ing 9 P P t ring Agent; and any delivery of ( 1 tional Redem tlon Date' here- While the Secuities De osilo nonce shall have occurred.In ter-, and the Owners of the Bonds and P ( P ry I' 'rain events, on the conditions, in 'Bonds required to be made to the, the terms upon which the Bonds 'natter.defined), i whole,st any nominee's the owner of this here-' I J the manner and with the effect set Tender Agent pursuant to (b): 1 are This Bo and secured. 1 time or,In part on any interest pay- notwithstanding the provision hate- 'above shall be.delivered to the This Bond is transferable by the 1 ment date, less ed than in such of the inabove contained, payments Of 'at all n the Ord s issued the principal ) !Tender Agent at P.O. Box'2300,' 'registered owner hereof in person l Bonds to be selected in such man-' principal of and interest on this; 'of all the Bonds issued under the Tulsa,Oklahoma 74192,Attention: or by his attorney duly l corpozed' tier as the Trustee shall determine Bond shall be made in accordance 'Ordinance become and then outstanding Corporate Trust Department,or to' in writing,at the principal corporate' I the Orfa rice), wise provided in with existing arrangements among, `may become or may be declared t the office designated for such par' trust office of the Trustee or ice of, ,the Ordinance),at the redemption the City,the Trustee and the Seca- due and payable before the stated t 'rAgen by any successor•Tender' principal •corporate trts( office o6. 'pies(expressed as percentages rides Depository maturity thereof, together with in- I Agent. 1 lof rinci al amount Sei forth in the EXCEPT AS OTHERWISE terest accrued thereon. 9 the Tender Agent, but only in the; P P ) I This Bond is one of an author- r 'following table plus accrued inter, PROVIDED IN THE ORDINANCE, The Ordinance permits,with cer- and upo subject to ohs the charges: 9 P tan exceptions as therein provid- ' • ,ized issue of Bonds limited in rig- .and upon payment of Iha charges Redemption to the redemption date: THIS GLOBAL BOND MAY $E1 led, the amendment thereof and ,gradate principal amount to: �orovidetl in the Ordinance,and up-1 Retlemption Dates • {TRANSFERRED,IN WHOLE fiUT Redemption (the modification of/the rights and obligations of-the'ary'ana-ma j rights of the Owners of the Bonds] ,at any time by the City with the i •consent, among others, of the I Bank and the holders of two-thirds I in aggregate principal amount of the Bonds at the time outstanding. l 1 Any such consent or any waiver by the Bank and the holders of two- thirds in aggregate principal • 'amount of the Bonds shall be con-' clusive and binding upon the Own `,er and upon all future Owners oft this Bond and of any Bond issued 'in replacement hereof whether or) I not notation of such consent or waiver is made upon,this Bond. The Ordinance also contains provi- sions which,subject to certain con- ,ditions,•permit or require the 1 Trustee:to waive certain past de-I faults under'the Ordinance'and 1 their consequences. ' It is hereby certified,recited and 'declared that all acts, conditions I and things required to exist, hap- ' pen and the Dedormon and daunt ; 'pen a d-bo a rformen pre edent , i iffy of the Ordinance and the is- t suance of this Bond do exist,have{ 'happened and have been properly • .done and'performed in due time,J jform and manner and do exist int ,due and regular form and manner. ' l as required by the Constitution and Laws of the,State of Kansas;that 'the issuance of this Bond and'the 'issue of which it forms a part;to- ' with all other obligatiops of the City,does not exceed or violate . • 'any constitutional or statutory'limi- tation; and that the amounts, 'payable under the Agreement,and )pledged to the payment of the prin-j 'cipal of and premium, if any, and• interest on this Bond and the issue ' •of which it forma'a part, as the same become due,'will be suff i- cient in amount for that purpose. • I This Bond shall not be valid or become'obligatory for any purpose or be entitled'to any security or i benefit unite)the Ordinance until ,the certificate of authentication j hereon shall have been signed by, • ,hereon Trustee or the Tender Agent, as authenticating agents,pursuant I to the Ordinance. I IN WITNESS WHEREOF, they 'City of Salina;Kansas,by its gov- j erning body,has caused this Bond' •to be signed by the''manual or lac- 'simile signature'of Mayor and attested by the manual or facsimile ;signature of,its City'Clerk,and its- ;corporate seal to be affixed hereto or imprinted hereon,the 3rd day of IJanuary,'2000 ' i CITY OF SALI A,KANSAS ' • •By:y;// R.s/Barbara Weeber,r, Acting'City Clerk' ' I By:/s/Alan Jilka., Vice Mayo} (SEAL), i; . 'STATE'OF KANSAS ).. i ) SS. COUNTY OF SALINE ) I,the undersigned,City'Clerk of\ ;the City'ol Salina,Kansas,hereby certify that the within Revenue , Bond'(SALINA CENTRAL'MALL ' 'LIMITED,PARTNERSHIP;(PEN-q 'NEY'S) PROJECT), Series 1984, ; oftlie:City of Salina,•Kansas,has II been'duly registered In my office,) according to law. / , WITNESSETH my'hand and'offi-i• ,ciaaseal this 3rd day of January, ' ,2000:' , . . I(SEAL) ,rl . /sr Barbara R.Weber,', 'Acting.City Clerk ' (It) .. 11.