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Salina KS TIRB (Great Plains Project) TranscriptTRANSCRIPT OF PROCEEDINGS AUTHORIZING THE ISSUANCE OF NOT TO EXCEED $20,000,000 CITY OF SALINA, KANSAS TAXABLE INDUSTRIAL REVENUE BONDS SERIES2021 (GREAT PLAINS PROJECT) Dated November 16, 2021 GILMORE & BELL, P.C. 10/19/2021 NOT TO EXCEED $20,000,000 CITY OF SALINA, KANSAS TAXABLE INDUSTRIAL REVENUE BONDS SERIES2021 (GREAT PLAINS PROJECT) Closing: November 16, 2021 The documents described in the Closing List are to be delivered and taken as a condition precedent to the issuance and delivery of the above-described Bonds by the City of Salina, Kansas. Such delivery of documents shall be deemed to have taken place simultaneously at the closing, and no delivery of documents, payments of moneys or other actions with respect to this transaction will be considered completed until all such deliveries, payments or other actions have been made or taken. Closing is scheduled on November 16, 2021, through the office of Gilmore & Bell, P.C., in Wichita, Kansas. The items set forth on the Closing List will be examined, assembled and incorporated in the transcripts evidencing the authorization and issuance of the Bonds. Bond transcripts will be prepared and distributed to the following: 1. City of Salina, Kansas ("Issuer") 2. GPM No. 2, LLC ("Tenant") and ("Purchaser") 3. BOKF, N.A. ("Trustee") 4. Gilmore & Bell, P.C. ("Bond Counsel") 5. Clark, Mize & Linville, Chtd. ("Issuer's Counsel") 6. Kulak Rock, LLP -Kansas City ("Tenant's Counsel") Of the parties listed above, the Issuer will receive an original, paper copy of the transcript. All parties will receive copies of the transcript of proceedings in electronic PDF format unless a CD-ROM is requested before closing. * * * CLOSING LIST Document Number BASIC BOND DOCUMENTS: 1. Trust Indenture 2. Site Lease 3. Project Lease 4. Bond Purchase Agreement ADDITIONAL ISSUER DOCUMENTS: 5. Abstract of Minutes a. Relating to Advisability Resolution b. Relating to Public Hearing and Resolution of Intent c. Relating to First Reading of Ordinance No. 21-11086 d. Relating to Final Passage of Bond Ordinance No. 21-11086 6. Advisability Resolution; Resolution of Intent 7. Affidavit of Mailing and Publication regarding Notice of Public Hearing a. Publisher's Affidavit of Publication 8. Approval of Issuance of Bonds by Saline County, Kansas a. Certificate of County Clerk b. Approving Resolution c. Excerpt of Minutes for Approving Resolution 9. Bond Ordinance 10. Affidavit of Publication of Bond Ordinance 11. Specimen Series 2021 Bond a. Certificate of Bond Printer 12. Certificates of Manual Signature a. Mayor b. City Clerk 13. Issuer's Closing Certificate a. Analysis of Costs and Benefits 600596.20211 \CLOSING DOCUMENTS v.3 i 14. Information Statement filed with the Kansas Board of Tax Appeals 15. Letter of Complete and Timely Filing with Kansas Board of Tax Appeals 16. Certificate of Issuance filed with the Kansas Board of Tax Appeals 17. Notice of Site Lease and Project Lease 18. Assignment of Site Lease and Project Lease DOCUMENTS RELATING TO AND DELIVERED BY THE TENANT: 19. Tenant's Closing Certificate with Exhibits a. Articles of Organization b. Operating Agreement c. Authorizing Resolution d. Expected Use of Bond Proceeds e. Certificate of Good Standing for Tenant from Kansas Secretary of State 20. Insurance Certificates 21. Evidence of Title MISCELLANEOUS DOCUMENTS: 22. Trustee's Receipt and Closing Certificate 23. Purchaser's Receipt and Representation 24. Closing Memorandum LEGAL OPINIONS: 25. Bond Counsel Opinion 26. Opinion of Counsel for the Issuer 27. Opinion of Counsel for the Tenant 600596.20211 \CWSING DOCUMENTS v.3 * * * 11 600596.20211\INDENTURE CITY OF SALINA, KANSAS AS ISSUER AND BOKF,N.A. KANSAS CITY, MISSOURI AS TRUSTEE TRUST INDENTURE DATED AS OF NOVEMBER 1, 2021 NOT TO EXCEED $20,000,000 TAXABLE INDUSTRIAL REVENUE BONDS SERIES2021 (GREAT PLAINS PROJECT) GILMORE & BELL, P.C. 10/14/2021 TRUST INDENTURE Table of Contents Parties ..................................................................................................................................................... 1 Recitals ................................................................................................................................................... 1 Granting Clauses .................................................................................................................................... 2 ARTICLE I DEFINITIONS Section 1.01. Definitions of Words and Terms ................................................................................... 2 Section 1.02. Rules of Interpretation ................................................................................................... 8 Section 2.01. Section 2.02. Section 2.03. Section 2.04. Section 2.05. Section 2.06. Section 2.07. Section 2.08. Section 2.09. Section 2.10. Section 2.11. Section 2.12. Section 2.13. Section 2.14. Section 3.01. Section 3.02. Section 3.03. Section 3.04. Section 3.05. Section 3.06. Section 4.01. Section 4.02. ARTICLE II THE BONDS Title and Amount of Bonds ........................................................................................... 9 Limited Nature of Obligations ....................................................................................... 9 Denomination, Numbering and Dating of Bonds .......................................................... 9 Method and Place of Payment of Bonds ..................................................................... 10 Execution and Authentication of Bonds ...................................................................... 10 Registration, Transfer and Exchange of Bonds ........................................................... 10 Persons Deemed Owners of Bonds ............................................................................. 11 Authorization of Series 2021 Bonds ............................................................................ 11 Authorization of Additional Bonds ............................................................................. 13 Temporary Bonds ........................................................................................................ 15 Mutilated, Lost, Stolen or Destroyed Bonds ............................................................... 15 Cancellation and Destruction of Bonds Upon Payment. ............................................. 15 Payments Due on Saturdays, Sundays and Holidays .................................................. 16 Non presentment of Bonds ........................................................................................... 16 ARTICLE III REDEMPTION OF BONDS Redemption of Bonds Generally ................................................................................. 16 Redemption of Series 2021 Bonds .............................................................................. 16 Selection of Bonds to be Redeemed ............................................................................ 16 Trustee's Duty to Redeem Bonds ................................................................................ 17 Notice of Redemption ................................................................................................. 17 Effect of Call for Redemption ..................................................................................... 17 ARTICLE IV FORM OF BONDS Forms Generally .......................................................................................................... 18 Bond Counsel's Approving Opinion ............................................................................ 18 ARTICLE V CUSTODY AND APPLICATION OF BOND PROCEEDS Section 5.01. Creation of Funds and Accounts ................................................................................. 18 Section 5.02. Deposit of Bond Proceeds ........................................................................................... 18 600596.20211 \INDENTURE Section 6.01. Section 6.02. Section 6.03. Section 6.04. Section 6.05. ARTICLE VI REVENUES AND FUNDS Deposits into the Project Fund .................................................................................... 19 Disbursements from the Project Fund ......................................................................... 19 Disposition Upon Acceleration ................................................................................... 19 Deposits into the Debt Service Fund ........................................................................... 20 Application of Moneys in the Debt Service Fund ....................................................... 20 ARTICLE VII SECURITY FOR DEPOSITS AND INVESTMENT OF FUNDS Section 7.01. Section 7 .02. Section 7 .03. Section 8.01. Section 8.02. Section 8.03. Section 8.04. Section 8.05. Section 8.06. Section 8.07. Section 8.08. Section 8.09. Section 9.01. Section 9.02. Section 9.03. Section 9.04. Section 9.05. Section 9.06. Section 9.07. Section 9.08. Section 9.09. Section 9.10. Section 10.01. Section 10.02. Section 10.03. Section 10.04. Section 10.05. Section 10.06. Section 10.07. Section 10.08. Moneys to be Held in Trust. ........................................................................................ 21 Investment of Moneys in Funds .................................................................................. 21 Record Keeping ........................................................................................................... 21 ARTICLE VIII GENERAL COVENANTS AND PROVISIONS Payment of Principal of, Premium, if any, and Interest on the Bonds ........................ 21 Authority to Execute Indenture and Issue Bonds ........................................................ 22 Performance of Covenants .......................................................................................... 22 Instruments of Further Assurance ............................................................................... 22 Recording and Filing ................................................................................................... 22 Maintenance, Taxes and Insurance .............................................................................. 22 Inspection of Project Books ......................................................................................... 22 Enforcement of Rights Under the Site Lease and Project Lease ................................. 22 Possession and Use of Project. .................................................................................... 23 ARTICLE IX REMEDIES ON DEFAULT Acceleration of Maturity in Event of Default... ........................................................... 23 Exercise of Remedies by the Trustee .......................................................................... 23 Surrender of Possession of Trust Estate; Rights and Duties of Trustee in Possession ................................................................................................................ 24 Sale in Event of Default. ............................................................................................. 24 Appointment of Receivers ........................................................................................... 24 Limitation on Exercise of Remedies by Owner(s) of Bonds ....................................... 25 Right of Owner(s) of Bonds to Direct Proceedings ..................................................... 25 Remedies Cumulative .................................................................................................. 25 Waivers of Events of Default ...................................................................................... 25 Application of Money Received after Event of Default .............................................. 26 ARTICLE X THE TRUSTEE Acceptance of the Trusts ............................................................................................. 27 Fees, Charges and Expenses of the Trustee; Lien for Fees and Costs and Additional Rent. .................................................................................................... 28 Notice to Owner(s) of Bonds if Default Occurs .......................................................... 29 Intervention by the Trustee .......................................................................................... 29 Successor Trustee Upon Merger, Consolidation or Sale ............................................. 29 Resignation of Trustee ................................................................................................. 29 Removal of Trustee ..................................................................................................... 29 Qualifications of Successor Trustee ............................................................................ 30 600596.20211 \INDENTURE 11 Section 10.09. Vesting of Trusts in Successor Trustee ....................................................................... 30 Section 10.10. Right of Trustee to Pay Taxes and Other Charges ...................................................... 30 Section 10.11. Trust Estate May Be Vested in Co-trustee .................................................................. 30 Section 10.12. Annual Accounting ...................................................................................................... 31 Section 10.13. Performance of Duties under the Site Lease and Project Lease .................................. 31 ARTICLE XI SUPPLEMENTAL INDENTURES Section 11.01. Supplemental Indentures Not Requiring Consent of Owner( s) of Bonds ................... 31 Section 11.02. Supplemental Indentures Requiring Consent of Owner(s) of Bonds .......................... 31 Section 11.03. Tenant's Consent to Supplemental Indentures ............................................................. 32 ARTICLE XII SATISFACTION AND DISCHARGE OF INDENTURE Section 12.01. Satisfaction and Discharge of the Indenture ................................................................ 32 Section 12.02. Bonds Deemed to be Paid ............................................................................................ 33 Section 13.01. Section 13.02. Section 13.03. Section 13.04. Section 13.05. Section 13.06. Section 13.07. Section 13.08. ARTICLE XIII MISCELLANEOUS PROVISIONS Consents and Other Instruments by Owner(s) of Bonds ............................................. 33 Limitation of Rights Under the Indenture .................................................................. .34 Notices ......................................................................................................................... 34 Suspension of Mail Service ......................................................................................... 34 Severability .................................................................................................................. 35 Execution in Counterparts ........................................................................................... 35 Governing Law ............................................................................................................ 35 Electronic Transactions ............................................................................................... 35 Signatures and Acknowledgments .................................................................................................................... 36 Appendix A, Form of Bonds ........................................................................................................................... A-1 600596.20211 \INDENTURE iii TRUST INDENTURE THIS TRUST INDENTURE, dated as of November 1, 2021 (the "Indenture"), between the City of Salina, Kansas (the "Issuer"), and BOKF, N.A., Kansas City, Missouri, as Trustee (the "Trustee"); WITNESSETH: WHEREAS, the Issuer is authorized by K.S.A. 12-1740 et seq. (the "Act"), to acquire, construct, improve and equip certain facilities (as defined in the Act) for commercial, industrial and manufacturing purposes, and to enter into leases and lease-purchase agreements with any person, firm or corporation for said facilities, and to issue revenue bonds for the purpose of paying the cost of any such facilities; and WHEREAS, pursuant to such authorization, the Issuer's governing body has passed an ordinance authorizing the Issuer to issue its Taxable Industrial Revenue Bonds, Series 2021 (Great Plains Project), in the principal amount not to exceed $20,000,000 (the "Series 2021 Bonds"), for the purpose of providing funds for the acquisition, renovation and equipping of a commercial facility (the "Project" as hereinafter more fully described), and authorizing the Issuer to lease the Project to GPM No. 2, LLC, a Kansas limited liability company (the "Tenant"); and WHEREAS, pursuant to such ordinance, the Issuer is authorized (i) to execute and deliver this Indenture for the purpose of issuing and securing the Series 2021 Bonds and any Additional Bonds (collectively the "Bonds"), as hereinafter provided, (ii) to enter into a Site Lease of even date herewith (the "Site Lease"), between the Issuer and the Tenant under which the Issuer will receive a leasehold interest in the Real Property, and (iii) to enter into a Project Lease of even date herewith (the "Project Lease"), between the Issuer and the Tenant, under which the Original Proceeds (as hereinafter defined) shall be used for the acquisition, renovation and equipping of the Project and pursuant to which Issuer shall lease the Project to the Tenant, in consideration of rentals which are intended to be sufficient to provide for the payment of the principal of, premium. if any, and interest on the Series 2021 Bonds as the same become due; and WHEREAS, all things necessary to make the Series 2021 Bonds, when authenticated by the Trustee and issued as provided in this Indenture, the valid and legally binding limited obligations of the Issuer, and to make this Indenture a valid and legally binding pledge and assignment of the Trust Estate herein made for the security of the payment of the principal of, premium. if any, and interest on the Bonds issued hereunder, have been done and performed, and the execution and delivery of this Indenture and the execution and issuance of the Series 2021 Bonds, subject to the terms hereof, have in all respects been duly authorized; NOW, THEREFORE, THIS INDENTURE WITNESSETH: GRANTING CLAUSES That the Issuer, in consideration of the premises, the acceptance by the Trustee of the trusts hereby created, the purchase and acceptance of the Series 2021 Bonds by the Original Purchaser thereof, and of other good and valuable consideration, the receipt of which is hereby acknowledged, and in order to secure the payment of the principal of, premium. if any, and interest on all of the Bonds issued and Outstanding under this Indenture from time to time according to their tenor and effect, and to secure the performance and observance by the Issuer of all the covenants, agreements and conditions herein and in the Bonds contained, does hereby pledge and assign unto the Trustee and its successors and assigns, and grant to the Trustee and its successors and assigns a security interest in the property described in paragraphs (a) and (b) below (said property being herein referred to as the "Trust Estate"), to wit: 600596.20211 \INDENTURE (a) All right, title and interest of the Issuer in, to and under the Site Lease and Project Lease (including, but not limited to, the right to enforce any of the terms thereof but excluding the Unassigned Issuer's Rights), and all rents, revenues and receipts derived by the Issuer from the Project including, without limitation, all Basic Rent derived by the Issuer under and pursuant to and subject to the provisions of the Site Lease and Project Lease; (b) All moneys and securities from time to time held by the Trustee under the terms of this Indenture, and any and all other real or personal property of every kind and nature from time to time hereafter, by delivery or by writing of any kind, pledged, assigned or transferred as and for additional security hereunder by the Issuer, by the Tenant or by anyone in their behalf, or with their written consent, to the Trustee, which is hereby authorized to receive any and all such property at any and all times and to hold and apply the same subject to the terms hereof. TO HA VE AND TO HOLD, all and singular, the Trust Estate with all rights and privileges hereby pledged and assigned, or agreed or intended so to be, to the Trustee and its successors in trust and assigns; IN TRUST NEVERTHELESS, upon the terms and subject to the conditions herein set forth, for the equal and proportionate benefit, protection and security of the Series 2021 Bonds and any Additional Bonds issued and Outstanding under this Indenture, without preference, priority or distinction as to lien or otherwise of any of the Bonds over any other of the Bonds except as expressly provided in or permitted by this Indenture; PROVIDED, HOWEVER, that if the Issuer shall pay, or cause to be paid, the principal of, premium, if any, and interest on all the Bonds, at the times and in the manner mentioned in the Bonds according to the true intent and meaning thereof, or shall provide for the payment thereof (as provided in Article XII hereof), and shall pay or cause to be paid to the Trustee all other sums of money due or to become due to it in accordance with the terms and provisions hereof, then upon such final payments this Indenture and the rights hereby granted shall cease, determine and be void; otherwise, this Indenture shall be and remain in full force and effect. THIS INDENTURE FURTHER WITNESSETH, and it is hereby expressly declared, covenanted and agreed by and between the parties hereto, that all Bonds issued and secured hereunder are to be issued, authenticated and delivered and that all the Trust Estate is to be held and applied under, upon and subject to the terms, conditions, stipulations, covenants, agreements, trusts, uses and purposes as hereinafter expressed, and the Issuer does hereby agree and covenant with the Trustee and with the respective Owners from time to time of the Bonds, as follows: ARTICLE I DEFINITIONS Section 1.01. Definitions of Words and Terms. In addition to the words and terms defined elsewhere in this Indenture, Site Lease and the Project Lease, the following words and terms as used in this Indenture shall have the following meanings, unless some other meaning is plainly intended: "Act" means K.S.A. 12-1740 et seq. 600596.20211 \INDENTURE 2 "Additional Bonds" means any Bonds issued in addition to the Series 2021 Bonds pursuant to Section 2.09 ofthis Indenture. "Authorized Denomination" means $5,000 or any integral multiples thereof. "Authorized Tenant Representative" means Tim Henry, or such other person as is designated to act on behalf of the Tenant as evidenced by written certificate furnished to the Trustee, containing the specimen signature of such person and signed on behalf of the Tenant by its Chief Financial Officer or any Member of the Tenant. Such certificate may designate an alternate or alternates, each of whom shall be entitled to perform all duties of the Authorized Tenant Representative. "Bond" or "Bonds" means the Series 2021 Bonds and any Additional Bonds. "Bond Counsel" means the firm of Gilmore & Bell, P.C. or any other attorney or finn of attorneys whose expertise in matters relating to the issuance of obligations by states and their political subdivisions is nationally recognized and acceptable to Issuer and Tenant. ''Bond Purchase Agreement" means the Bond Purchase Agreement dated as of November 1, 2021 , between the Issuer and the Original Purchaser. "Bond Registrar" means the Trustee. "Business Day" means a day which is not a Saturday, Sunday or any day designated as a holiday by the Congress of the United States or by the legislature of the State and on which banks in the State are not authorized to be closed. "Change of Circumstances" means the occurrence of any of the following events: (a) title to, or the temporary use of, all or any substantial part of the Project shall be condemned by any authority exercising the power of eminent domain; (b) title to all or any substantial portion of the Real Property is found to be deficient or nonexistent to the extent that the Project is untenantable or the efficient utilization of the Project by the Tenant is substantially impaired; ( c) all or a substantial portion of the Improvements are damaged or destroyed by fire or other casualty; or (d) as a result of: (i) changes in the constitution of the State; or (ii) any legislative or administrative action by the State or any political subdivision thereof, or by the United States; or (iii) any action instituted in any court, the Site Lease and Project Lease shall become void or unenforceable, or impossible of performance without unreasonable delay, or in any other way by reason of such changes of circumstances, unreasonable burdens or excessive liabilities are imposed upon Issuer or Tenant. "Construction Period" means the period from the beginning of acquisition or construction of Improvements to their Completion Date. "Dated Date" means November 16, 2021. "Debt Service Fund" means the "City of Salina, Kansas Debt Service Fund (Great Plains Project)" authorized and established with the Trustee pursuant to the Indenture. 600596.20211\INDENTURE 3 "Default Administration Costs" means the reasonable fees, charges, costs, advances and expenses of the Trustee incurred in anticipation of an Event of Default, or after the occurrence of an Event of Default, including, but not limited to, counsel fees, litigation costs and expenses, the expenses of maintaining and preserving the Project and the expenses of re-letting or selling the Project. "Draw Date" means each date following the Issue Date on which the Original Purchaser makes payment of all or part of the Purchase Price. "Event of Default" means one of the following events: (a) Default in the due and punctual payment of any interest on any Bond; (b) Default in the due and punctual payment of the principal of or premium, if any, on any Bond on the Stated Maturity or upon proceedings for redemption thereof, or upon the maturity thereof by declaration; ( c) Default in the perf orrnance or observance of any other of the covenants, agreements or conditions on the part of the Issuer in this Indenture or in any Bonds contained, and the continuance thereof for a period of 30 days after written notice thereof shall have been given to the Issuer and the Tenant by the Trustee, or to the Trustee, the Issuer and the Tenant by Owner(s) of Bonds owning not less than 25% in aggregate principal amount of Bonds then Outstanding; provided, however, if any default shall be such that it cannot be corrected within such 30-day period, it shall not constitute an Event of Default if corrective action is instituted by the Issuer or the Tenant within such period and diligently pursued until such default is corrected; or (d) An "Event of Default" as defined in the Project Lease. "Existing Facilities" means all buildings and building improvements existing on the Real Property on the date of issuance of the Series 2021 Bonds. "Funds and Accounts" means funds and accounts created pursuant to or referred to m Section 5.01 hereof. "Government Securities" means direct obligations of, or obligations the payment of the principal of and interest on which are unconditionally guaranteed by, the United States of America. "Improvements" means the Existing Facilities and all buildings, building improvements, machinery and equipment purchased in whole or in part from the proceeds of the Bonds. "Indenture" means this Trust Indenture, as from time to time amended and supplemented by Supplemental Indentures in accordance with the provisions of Article XI of this Indenture. "Interest Payment Date" means any date on which any interest is payable on any Bond. With respect to the Series 2021 Bonds, it means December 31 in each year, commencing as of December 31, 2021. "Investment Contract" means an agreement to deposit all or any portion of the proceeds of the sale of the Bonds with a bank, with the deposits to bear interest at an agreed rate. 600596.20211 \INDENTURE 4 "Investment Securities" means any of the following securities, and to the extent the same are at the time permitted for investment of funds held by the Trustee pursuant to this Indenture: (a) Government Securities; (b) obligations of the Federal National Mortgage Association, the Government National Mortgage Association, the Federal Financing Bank. the Federal Intermediate Credit Corporation, National Bank for Cooperatives, Federal Land Banks, Federal Home Loan Banks, Farmers Home Administration and Federal Home Loan Mortgage Association; ( c) savings or other depository accounts or certificates of deposit, whether negotiable or nonnegotiable, issued by any bank or trust company organized under the laws of any state of the United States of America or any national banking association (including the Trustee and its affiliates), provided that such deposits shall be either of a bank, trust company or national banking association continuously and fully insured by the Federal Deposit Insurance Corporation, or continuously and fully secured by excess deposit insurance purchased through a private insurer, or such securities as are described above in clauses (a) or (b), which shall have a market value (exclusive of accrued interest) at all times at least equal to the principal amount of such deposits and shall be lodged with the Trustee, as custodian, by the bank, trust company or national banking association accepting such deposit or issuing such certificate of deposit; ( d) any Investment Contract or repurchase agreement with any bank or trust company organized under the laws of any state of the United States of America or any national banking association (including the Trustee) or government bond dealer reporting to, trading with, and recognized as a primary dealer by the Federal Reserve Bank of New York, which agreement is secured by any one or more of the securities described in clauses (a) or (b) above; ( e) any investment in shares or units of a money market fund or trust rated "AAAm" or "AAAm-G" or better by S&P Global Ratings (including one offered, managed or otherwise made available through the Trustee or any affiliate); (f) investments in shares or units of a money market fund or trust, the portfolio of which is comprised entirely of securities described in clauses (a), (b) or (c) above. "Issue Date" means the date when the Issuer delivers the Bonds to the Original Purchaser in exchange for payment of all or part of for the Purchase Price. "Issuer" means the City of Salina, Kansas, a city of the first class organized under the laws of the State, and its successors and assigns. "Maturity" when used with respect to any Bond means the date on which the principal of such Bond becomes due and payable as therein and herein provided, whether at the Stated Maturity thereof or call for redemption or otherwise. "Notice Representative" means: (1) With respect to the Tenant, its Managing Member at its Notice Address (as defined in the Project Lease). (2) With respect to the Issuer, its duly acting clerk at its Notice Address (as defined in the Project Lease). 600596.20211 \INDENTURE 5 (3) With respect to the Trustee, any corporate trust officer at its Notice Address (as defined in the Project Lease). "Original Proceeds" means all sale proceeds, including accrued interest, from sale of the Series 2021 Bonds to the Original Purchaser and all investment earnings credited to the Project Fund prior to the Completion Date. "Original Purchaser" means GPM No. 2, LLC, Salina, Kansas. "Outstanding" means, as of a particular date all Bonds issued, authenticated and delivered under this Indenture (including any Supplemental Indentures), except: (a) Bonds canceled by the Trustee or delivered to the Trustee for cancellation pursuant to this Indenture; (b) Bonds for the payment or redemption of which moneys or investments have been deposited in trust with the Trustee and irrevocably pledged to such payment or redemption in accordance with the provisions of Section 12.02 of this Indenture; and ( c) Bonds in exchange for or in lieu of which other Bonds have been authenticated and delivered pursuant to this Indenture. "Owner" or "Owners" means the owner of any Bond as shown on the registration books of the Trustee maintained as provided in this Indenture. "Paying Agent" means the Trustee. "Payment Date" means any Interest Payment Date or any Principal Payment Date. "Person" means any natural person, corporation, partnership, joint venture, association, firm, joint- stock company, trust, unincorporated organization, or government or any agency or political subdivision thereof or other public body. "Principal Payment Date" means any date on which principal on any Bond is due and payable, whether at the Stated Maturity or earlier required redemption thereof. With respect to the Series 2021 Bonds, the Principal Payment Date is December 31, 2032. "Project" means the Real Property and the Improvements. "Project Additions" means any Improvements acquired, constructed or installed from proceeds of any series of Additional Bonds authorized and issued pursuant to this Indenture. It also includes any alterations or additions made to the Project to the extent provided in Articles XI and XII of the Project Lease. "Project Costs" means those costs incurred in connection with the Real Property, and the construction or installation of any Improvements, including: (a) all costs and expenses necessary or incident to the acquisition of the Real Property and such of the Improvements as are acquired, constructed or in progress at the date of such issuance of the Series 2021 Bonds; 600596.20211 \INDENTURE 6 (b) fees and expenses of architects, appraisers, surveyors, engineers and other professional consultants for estimates, surveys, soil borings and soil tests and other preliminary investigations and items necessary to the commencement of acquisition, construction, preparation of plans, drawings and specifications and supervision of construction and installation, as well as for the performance of all other duties of architects, appraisers, surveyors, engineers and other professional consultants in relation to the acquisition, construction or installation of the Improvements or the issuance of Bonds; ( c) all costs and expenses incurred in constructing, acquiring or installing the Improvements; ( d) payment of interest actually incurred on any interim financing obtained from a lender unrelated to the Tenant for acquisition or performance of work on the Improvements prior to the issuance of the Bonds; (e) the cost of the title insurance policies and the cost of any insurance and performance and payment bonds maintained during the Construction Period in accordance with Article VI of the Project Lease, respectively; and (f) interest accruing on the Series 2021 Bonds prior to the Completion Date, if and to the extent Original Proceeds deposited to the credit of the Debt Service Fund pursuant to Section 602 of this Indenture are insufficient for payment of such interest. "Project Fund" means the "City of Salina, Kansas Project Fund (Great Plains Project)" authorized and established with the Trustee pursuant to the Indenture. "Project Lease" means the Project Lease delivered concurrently with this Indenture between the Issuer and the Tenant, as from time to time amended and supplemented in accordance with the provisions thereof and of Article XI of this Indenture. ''Purchase Price" means the amount set forth in the Bond Purchase Agreement. "Real Property" means the real property (or interests therein) described in Schedule I to the Project Lease. "Record Date" means the fifteenth day of the month of each Interest Payment Date, or if such date is not a Business Day, the Business Day immediately preceding such date. "Redemption Date" means, when used with respect to any Bond to be redeemed, the date fixed for the redemption of such Bond pursuant to the terms of this Indenture. "Rental Payments" means the aggregate of the Basic Rent and Additional Rent payments provided for pursuant to Article III of the Project Lease. "Series 2021 Bonds" means the City of Salina, Kansas Taxable Industrial Revenue Bonds, Series 2021 (Great Plains Project) dated November 16, 2021 in the aggregate principal amount not to exceed $20,000,000. "Site Lease" means that certain Site Lease dated as of November 1, 2021, as from time to time amended or supplemented, between the Tenant, as lessor, and the Issuer, as lessee, creating a leasehold interest of the Real Property for the Issuer. "State" means the State of Kansas. 600596.20211 \INDENTURE 7 "Stated Maturity" when used with respect to any Bond or any installment of interest thereon means the date specified in such Bond and this Indenture as the fixed date on which the principal of such Bond or such installment of interest is due and payable. "Sublease" means that certain Sublease dated as of [November 1, 2021] between the Tenant, as sublessor, and the Subtenant, as sublessee, for the use and operation of the Project. "Subtenant" means Great Plains Manufacturing, Incorporated, a Kansas corporation, as Subtenant under the Sublease. "Supplemental Indenture" means any indenture supplementing or amending this Indenture entered into by the Issuer and the Trustee pursuant to Article XI of this Indenture. "Tenant" means GPM No. 2, LLC, a Kansas limited liability company, its successors and assigns. "Trust Estate" means the Trust Estate described in the Granting Clauses of this Indenture. "Trustee" means BOKF, N.A., Kansas City, Missouri, a banking corporation or association incorporated under the laws of the United States or one of the states thereof, in its capacity as trustee, bond registrar and paying agent, and its successor or successors serving as Trustee under this Indenture. "Unassigned Issuer's Rights" mean the rights of the Issuer pursuant to the Project Lease to indemnification, to consent, to receive notice, to receive purchase option payments, to be insured or to receive money for its own account for payment of fees or expenses advanced by the Issuer in connection with the Project Lease, all in accordance with the terms of the Project Lease. Section 1.02. Rules of Interpretation. (a) Words of the masculine gender shall be deemed and construed to include correlative words of the feminine and neuter genders. Unless the context shall otherwise indicate, the words importing the singular number shall include the plural and vice versa, and words importing persons shall include firms, associations, trusts and corporations, including public bodies, as well as natural persons. (b) Wherever in this Indenture it is provided that either party shall or will make any payment or perform or refrain from performing any act or obligation, each such provision shall, even though not so expressed, be construed as an express covenant to make such payment or to perform, or not to perform, as the case may be, such act or obligation. (c) All references in this Indenture to designated "Articles", "Sections" and other subdivisions are, unless otherwise specified, to the designated Articles, Sections and subdivisions of this Indenture as originally executed. The words "herein", "hereof', "hereunder" and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or subdivision. (d) The Table of Contents and the Article and Section headings of this Indenture shall not be treated as a part of this Indenture or as affecting the true meaning of the provisions hereof. 600596.20211\INDENTURE 8 ARTICLE II THE BONDS Section 2.01. Title and Amount of Bonds. No Bonds may be issued under this fudenture except in accordance with the provisions of this Article. The Bonds authorized to be issued under this fudenture shall be designated as "City of Salina, Kansas Taxable fudustrial Revenue Bonds, Series 2021 (Great Plains Project)," with such other appropriate particular designation added to or incorporated in such title for the Bonds of any particular series of Additional Bonds as the Issuer may determine. The total principal amount of Bonds that may be issued hereunder is hereby expressly limited to the $20,000,000 principal amount of Series 2021 Bonds and any Additional Bonds permitted hereunder. Section 2.02. Limited Nature of Obligations. (a) The Bonds and the interest thereon shall be limited obligations of the Issuer payable solely and only from the net earnings and revenues derived by the Issuer from the Project, including but not limited to the rents, revenues and receipts under the Project Lease (including, in certain circumstances, Bond proceeds and income from the temporary investment thereof and proceeds from sale of the Project, insurance proceeds and condemnation awards, if any, and are secured by a pledge and assignment of the Trust Estate to the Trustee in favor of the Owner(s) of Bonds, as provided in this fudenture. The Bonds and the interest thereon shall not be a debt or general obligation of the Issuer or the State, or any municipal corporation thereof, and neither the Bonds, the interest thereon, nor any judgment thereon or with respect thereto, are payable in any manner from tax revenues of any kind or character. The Bonds shall not constitute an indebtedness or a pledge of the faith and credit of the Issuer, the State or any municipal corporation thereof, within the meaning of any constitutional or statutory limitation or restriction. (b) No provision, covenant or agreement contained in this fudenture or the Bonds, or any obligation herein or therein imposed upon the Issuer, or the breach thereof, shall constitute or give rise to or impose upon the Issuer a pecuniary liability or a charge upon its general credit or powers of taxation. In making the agreements, provisions and covenants set forth in this fudenture, the Issuer has not obligated itself except with respect to the Project and the application of the payments, revenues and receipts therefrom as hereinabove provided. Neither the officers of the Issuer nor any person executing the Bonds shall be liable personally on the Bonds by reason of the issuance thereof. Section 2.03. Denomination, Numbering and Dating of Bonds. (a) The Bonds shall consist of fully registered Bonds in an Authorized Denomination. The Bonds shall be substantially in the form set forth in Article N of this fudenture. The Bonds of each series of Bonds shall be numbered in such manner as the Trustee shall determine. (b) The Bonds of each series of Bonds shall be dated as provided in this fudenture or the Supplemental fudenture authorizing the issuance of such series of Bonds. The Bonds shall bear interest from their effective date of registration. The effective date of registration shall be the futerest Payment Date next preceding the date of authentication thereof by the Trustee, unless such date of authentication shall be an futerest Payment Date, in which case the effective date of registration shall be as of such date of authentication, or unless the date of authentication shall be prior to the first futerest Payment Date for such series of Bonds, in which case the effective date of registration shall be the dated date of such series of Bonds; provided, however, that if payment of the interest on any Bonds of any series shall be in default at the time of authentication of any Bond certificates issued in lieu of Bonds surrendered for transfer or 600596.20211 \INDENTURE 9 exchange, the effective date of registration shall be as of the date to which interest has been paid in full on the Bonds surrendered. Section 2.04. Method and Place of Payment of Bonds. The principal of, redemption premium, if any, and interest on the Bonds shall be payable in any coin or currency which, on the respective dates of payment thereof, is legal tender for the payment of public and private debts. The interest payable on each Bond on any Interest Payment Date shall be paid to the Owner of such Bond as shown on the Bond Register at the close of business on the Record Date for such interest (a) by check or draft mailed by the Paying Agent to the address of such Owner shown on the Bond Register or at such other address as is furnished to the Paying Agent in writing by such Owner; or (b) in the case of an interest payment to any Owner of $500,000 or more in aggregate principal amount of Bonds, by electronic transfer to such Owner upon written notice given to the Bond Registrar by such 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 Owner wishes to have such transfer directed. Final payment of principal and redemption premium, if any, on all Bonds shall be made by check or draft upon the presentation and surrender of the certificate(s) representing such Bonds at the Maturity thereof at the principal corporate trust office of the Paying Agent. Section 2.05. Execution and Authentication of Bonds. (a) Bond certificates shall be executed on behalf of the Issuer by the manual or facsimile signature of the Mayor and attested by the manual or facsimile signature of its City Clerk, and shall have the corporate seal of the Issuer affixed thereto or imprinted thereon. In case any officer whose signature or facsimile thereof appears on any Bond certificates shall cease to be such officer before the delivery of such Bonds, such signature or facsimile thereof shall nevertheless be valid and sufficient for all purposes, the same as if such person had remained in office until delivery. Any Bond certificate may be signed by such persons as at the actual time of the execution of such Bond certificate shall be the proper officers to sign although on the date of issuance of such Bond such persons may not have been such officers. (b) The Bonds shall have endorsed thereon a Certificate of Authentication substantially in the form set forth in Article IV hereof, which shall be manually executed by the Trustee. No Bond shall be entitled to any security or benefit under this Indenture or shall be valid or obligatory for any purpose unless and until such Certificate of Authentication shall have been duly executed. Such executed Certificate of Authentication upon any Bond certificate shall be conclusive evidence that the Bonds described in such Bond certificate have been duly authenticated and delivered under this Indenture. The Certificate of Authentication on any Bond certificate shall be deemed to have been duly executed if signed by any authorized officer or employee of the Trustee, but it shall not be necessary that the same officer or employee sign the Certificate of Authentication on all of the Bond certificates that may be delivered hereunder at any one time. Section 2.06. Registration, Transfer and Exchange of Bonds. (a) The Trustee shall keep books for the registration and for the transfer of the Series 2021 Bonds and any Additional Bonds as provided in this Indenture. (b) Bonds may be transferred only upon the books maintained by Trustee for the registration and transfer of Bonds upon surrender of the certificate(s) representing such Bonds to the Trustee duly endorsed for transfer or accompanied by an assignment duly executed by the Owner(s) of Bonds or his 600596.20211\INDENTURE 10 attorney or legal representative in such form as shall be satisfactory to the Trustee. Upon any such transfer, the Issuer shall execute and the Trustee shall authenticate and deliver in exchange for such Bonds new Bond certificate(s), registered in the name of the transferee, of any Authorized Denomination in an aggregate principal amount equal to the principal amount of such Bonds, of the same series and maturity and bearing interest at the same rate. In the event that any Owner(s) of Bonds fails to provide a certified taxpayer identification number to the Trustee, the Trustee may make a charge against such Owner(s) of Bonds sufficient to pay any governmental charge required to be paid as a result of such failure. In compliance with Section 3406 of the Internal Revenue Code of 1986, as amended, such amount may be deducted by the Paying Agent from amounts otherwise payable to any Owner(s) of Bonds. (c) In all cases in which Bonds shall be exchanged or transferred hereunder, the Issuer shall execute and the Trustee shall authenticate and deliver at the earliest practicable time Bond certificates in accordance with the provisions of this Indenture. All Bond certificates surrendered in any such exchange or transfer shall forthwith be canceled by the Trustee. The Issuer or the Trustee may make a charge for every such exchange or transfer of Bonds sufficient to reimburse it for any tax, fee or other governmental charge required to be paid with respect to such exchange or transfer, and such charge shall be paid by the Owner(s) of Bonds before any such new Bond certificate shall be delivered. Neither the Issuer nor the Trustee shall be required to make any such exchange or transfer of Bonds on or after the Record Date preceding a Payment Date on the Bonds or, in the case of any proposed redemption of Bonds, during the 15 days immediately preceding the selection of Bonds for such redemption or after such Bonds or any portion thereof has been selected for redemption. (d) Any proposed transfer of Series 2021 Bonds shall be made by the Trustee only upon delivery to the Trustee, the Issuer and the Tenant of an opinion of counsel to the proposed transferor either (1) that the proposed transfer is a part of a transaction exempt from the application of the Securities Act of 1933, as amended (the "1933 Act"), or (2) that the transfer is a part of a transaction that is in compliance with the registration provisions of the 1933 Act, which opinion shall be in form and substance acceptable to both the Trustee, the Issuer and the Tenant. (e) All of the duties of the Trustee set forth in this Section 2.06 may be performed by any co- trustee or co-paying agent appointed by the Trustee, to the extent specified in the instrument appointing such co-trustee or co-paying agent. Section 2.07. Persons Deemed Owners of Bonds. The person in whose name any Bond shall be registered as shown on the registration books required to be maintained by the Trustee by this Article shall be deemed and regarded as the absolute owner thereof for all purposes. Payment of, or on account of the principal of and premium, if any, and, interest on any such Bond shall be made only to or upon the order of such registered Owner or a duly constituted legal representative. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Bond, including the interest thereon, to the extent of the sum or sums so paid. Section 2.08. Authorization of Series 2021 Bonds. (a) There shall be initially issued and secured pursuant to this Indenture, a series of Bonds in the aggregate principal amount not to exceed $20,000,000 for the purpose of providing funds to pay Project Costs, which series of Bonds shall be designated the "City of Salina, Kansas Taxable Industrial Revenue Bonds, Series 2021 (Great Plains Project)." The Series 2021 Bonds shall be dated as of the Dated Date, shall become due on the Principal Payment Dates in the years and in the respective principal amounts (subject to prior redemption as hereinafter provided in Article II[) and shall bear interest from their effective date of registration or the Interest Payment Date to which interest has been paid, at the rate per annum as stated in the Bonds (computed on the basis of a 360-day year of twelve 30-day months). 600596.20211\INDENTURE 11 The Bonds shall be in the original principal amount of the amount advanced to the Project Fund by the Owner on the Issue Date, and each amount subsequently advanced to the Project Fund at the request of the Tenant made by presenting to the Bank a completed requisition for payment of Project Costs in the form attached as Appendix A to the Project Lease, but not exceeding an aggregate principal amount of $20,000,000. Pending advancement by the Owner of the entire authorized principal amount of Bonds, or receipt from the Tenant of a Certificate of Completion, whichever comes first, the Bank shall retain custody of all Bond certificates. The Bank, acting as fiscal agent and paying agent for the Issuer, shall endorse the Schedule of Principal Amount Advanced attached to the Bond certificate to reflect an increase in principal amount Outstanding each time the Owner advances money to the Project Fund to pay Project Costs as requested by the Tenant. Each such endorsement reflecting an increase in Outstanding principal amount shall constitute the Bank's authentication of the issuance of Bonds reflected by such endorsement. The Issuer hereby irrevocably authorizes the Bank to so endorse each Bond certificate; however, failure by the Bank to effect any such endorsement or any error in such endorsement shall not limit the Issuer's obligations under the Bond certificate with respect to principal amounts which are in fact Outstanding. The Bank shall, upon request, send written confirmation to the Tenant of the amount of Bonds Outstanding on any date. The Bank agrees that immediately upon the making of any endorsement on the Schedule of Principal Amounts Advanced attached to the Bond certificate, the Bank will immediately certify such endorsement by execution of a Certificate of Issuance in substantially the form set forth as Exhibit B hereto, and forward the Certificate of Issuance to Gilmore & Bell, P.C., 100 North Main, Suite 800, Wichita, Kansas 67202. All Bonds must be issued, if at all, by the Completion Date. The Series 2021 Bonds shall be payable as set forth in Appendix A and shall be dated, bear interest, and be subject to redemption and transfer as set forth in such forms. All of the terms and provisions of the Series 2021 Bonds as set forth in Appendix A are incoxporated into this Indenture by reference. The Series 2021 Bonds and the interest and redemption premium, if any, thereon will not be a general obligation of the Issuer, but shall be payable solely out of the revenues derived by the Issuer pursuant to the Project Lease ( except to the extent payable from proceeds of sale or re-letting of the Project). (b) Interest on the Series 2021 Bonds shall be payable to the Owners thereof in accordance with the provisions of Article II hereof. ( c) The Trustee is hereby designated as the Issuer's Paying Agent for the payment of the principal of, premium, if any, and interest on the Series 2021 Bonds. The Trustee may appoint one or more financial institutions to act as co-paying agent for the Series 2021 Bonds. (d) Upon the original issuance and delivery of the Series 2021 Bonds, the effective date of registration thereof shall be their Dated Date. (e) The Series 2021 Bonds shall be substantially in the form and manner set forth in Article N hereof and delivered to the Trustee for authentication, but prior to or simultaneously with the authentication and delivery of the Bonds by the Trustee, there shall be filed with the Trustee the following: (i) An original or certified copy of the Ordinance enacted by the Issuer's governing body authorizing the issuance of the Series 2021 Bonds and the execution of this Indenture and the Project Lease. (ii) An original executed countexpart of this Indenture. (iii) An original executed countexpart of the Site Lease. 600596.20211\INDENTURE 12 (iv) An original executed counterpart of the Project Lease. (v) An opinion of Bond Counsel to the effect that the Series 2021 Bonds constitute valid and legally binding obligations of the Issuer and exempt from Kansas income taxation, subject to such limitations and restrictions as shall be described therein. (vi) Such other certificates, statements, receipts and documents as the Trustee shall reasonably require for the delivery of the Series 2021 Bonds. (f) When the documents specified in subsection (e) of this Section shall have been filed with the Trustee, and when certificates representing all the Series 2021 Bonds shall have been executed and authenticated as required by this Indenture, the Trustee shall deliver the Series 2021 Bonds to or upon the order of the Original Purchaser thereof, but only upon payment to the Trustee of the Purchase Price of the Series 2021 Bonds. The Original Proceeds, including accrued interest and premium thereon, if any, shall be immediately paid over to the Trustee, and the Trustee shall deposit and apply such proceeds as provided in Article V hereof. Section 2.09. Authorization of Additional Bonds. (a) Additional Bonds may be issued under and equally and ratably secured by this Indenture on a parity with the Series 2021 Bonds and any other Additional Bonds Outstanding at any time and from time to time, upon compliance with the conditions hereinafter provided in this Section, for any of the following purposes: (i) To provide funds to pay the costs of completing the Improvements, the total of such costs to be evidenced by a certificate signed by the Authorized Tenant Representative. (ii) To provide funds to pay all or any part of the costs of repairing, replacing or restoring Improvements in the event of damage, destruction or condemnation thereto or thereof. (iii) To provide funds to pay all or any part of the costs of acquisition, purchase or construction of such additions, improvements, extensions, alterations, expansions or modifications of the Project (including additional Real Property or Improvements) or any part thereof as the Tenant may deem necessary or desirable and as will not impair the nature of the Project as a "facility" within the meaning and purposes of the Act. (iv) To provide funds for refunding all or any part of the Bonds of any series then Outstanding, including the payment of any premium thereon and interest to accrue to the designated Redemption Date and any expenses in connection with such refunding. (b) Before any Additional Bonds shall be issued under the provisions of this Section, the Original Purchaser shall be given written notice thereof by Issuer or Tenant, and the Issuer's governing body shall enact an Ordinance (i) authorizing the issuance of such Additional Bonds, fixing the amount and terms thereof and describing the purpose or purposes for which such Additional Bonds are being issued or describing the Bonds to be refunded, (ii) authorizing the Issuer to enter into a Supplemental Indenture for the purpose of providing for the issuance of and securing such Additional Bonds and, if required, (iii) authorizing the Issuer to enter into a supplemental lease with the Tenant to provide for rental payments at least sufficient to pay the principal of, premium, if any, and interest on the Bonds then to be Outstanding (including the Additional Bonds to be issued) as the same become due, for the acquisition, purchase, construction or installation of additional Improvements, for the inclusion of any such addition, expansion or modification as a part of the Project, and for such other matters as are appropriate because of the issuance of 600596.20211 \INDENTURE 13 the Additional Bonds proposed to be issued which, in the judgment of the Issuer, is not to the prejudice of the Issuer or the owners of the Bonds previously issued. (c) Such Additional Bonds shall have the same designation as the Series 2021 Bonds, except for an identifying series letter or date and the addition of the word "Refunding" when applicable, shall be dated, shall be stated to mature on Principal Payment Dates in such year or years, shall bear interest at such rate or rates not exceeding the maximum rate then permitted by law, and shall be redeemable at such times and prices (subject to the provisions of Article III of this Indenture), all as may be provided by the Supplemental Indenture authorizing the issuance of such Additional Bonds. Except as to any difference in the date, the maturity or maturities, the rate or rates of interest or the provisions for redemption, such Additional Bonds shall be on a parity with and shall be entitled to the same benefit and security of this Indenture as the Series 2021 Bonds and any other Additional Bonds Outstanding at the time of the issuance of such Additional Bonds. ( d) Such Additional Bonds shall be substantially in the form and executed in the manner set forth in this Article and Article IV hereof and certificates representing such Bonds shall be deposited with the Trustee for authentication, but prior to or simultaneously with the authentication and delivery of such Bond certificates by the Trustee, there shall be filed with the Trustee the following: (i) An original or certified copy of the ordinance enacted by the Issuer's governing body authorizing the issuance of such Additional Bonds and the execution of such Supplemental Indenture and the appropriate amendments or supplements to the Project Lease. (ii) An original executed counterpart of the Supplemental Indenture providing for the issuance of the Additional Bonds. (iii) An original executed counterpart of the amendment or supplement to the Project Lease, if required. (iv) An opinion of Bond Counsel to the effect that the Additional Bonds constitute valid and legally binding obligations of the Issuer. (v) In the case of Additional Bonds being issued to refund Outstanding Bonds, such additional documents as shall be reasonably required by the Trustee to establish that provision has been duly made for the payment of all of the Bonds to be refunded in accordance with the provisions of Article XII of this Indenture. (vi) A copy of the written notice to the Original Purchaser. (vii) Such other instructions, certificates, statements, receipts and documents as the Trustee shall reasonably require for the delivery of such Additional Bonds. ( e) When the documents mentioned in subsection ( d) of this Section shall have been filed with the Trustee, and when such Additional Bonds shall have been executed and authenticated as required by this Indenture, the Trustee shall deliver such Additional Bonds to or upon the order of the purchasers thereof, but only upon payment to the Trustee of the purchase price of such Additional Bonds. The proceeds of the sale of such Additional Bonds (except Additional Bonds issued to refund Outstanding Bonds), including accrued interest and premium thereon, if any, shall be immediately paid over to the Trustee and shall be deposited and applied by the Trustee as provided in Article V hereof and in the Supplemental Indenture authorizing the issuance of such Additional Bonds. The proceeds (excluding accrued interest and premium, if any, which shall be deposited in the Debt Service Fund) of all Additional Bonds issued to refund Outstanding Bonds 600596.20211 \INDENTURE 14 shall be deposited by the Trustee, after payment or making provision for payment of all expenses incident to such financing, to the credit of a special trust fund, appropriately designated, to be held in trust for the sole and exclusive purpose of paying the principal of, premium, if any, and interest on the Bonds to be refunded, as provided in Section 12.02 hereof and in the Supplemental Indenture authorizing the issuance of such refunding Bonds. (f) Except as provided in this Section, the Issuer will not otherwise issue any obligations ratably secured and on a parity with the Bonds, but the Issuer may issue other obligations specifically subordinate and junior to the Bonds with the express written consent of the Tenant. Section 2.10. Temporary Bonds. (a) Until definitive Bonds of any series are available for delivery, the Issuer may execute, and upon request of the Issuer, the Trustee shall authenticate and deliver, in lieu of definitive Bonds, but subject to the same limitations and conditions as definitive Bonds, temporary printed, engraved, lithographed or typewritten Bonds, in the form of fully registered Bonds in denominations of $5,000 or any integral multiple thereof, substantially of the tenor hereinabove set forth and with such appropriate omissions, insertions and variations as may be required with respect to such temporary Bonds. (b) If temporary Bonds shall be issued, the Issuer shall cause the definitive Bonds to be prepared and to be executed and delivered to the Trustee, and the Trustee, upon presentation to it at its principal office of any temporary Bond shall cancel the same and authenticate and deliver in exchange therefor, without charge to the Owner thereof, a definitive Bond or Bonds of an equal aggregate principal amount, of the same series and maturity and bearing interest at the same rate as the temporary Bond surrendered. Until so exchanged the temporary Bonds shall in all respects be entitled to the same benefit and security of this Indenture as the definitive Bonds to be issued and authenticated hereunder. Section 2.11. Mutilated, Lost, Stolen or Destroyed Bonds. fu the event any Bond certificate shall become mutilated, or be lost, stolen or destroyed, the Issuer shall execute and the Trustee shall authenticate and deliver a new Bond certificate of like series, date and tenor as the Bond certificate mutilated, lost, stolen or destroyed. fu the case of any mutilated Bond certificate, such mutilated Bond shall first be surrendered to the Trustee; and in the case of any lost, stolen or destroyed Bond certificate, there shall be first furnished to the Issuer and the Trustee evidence of such loss, theft or destruction satisfactory to the Issuer and the Trustee, together with indemnity satisfactory to them. In the event any such Bond shall have matured, instead of issuing a substitute Bond certificate the Issuer may pay or authorize the payment of the same without surrender thereof. Upon the issuance of any substitute Bond certificate, the Issuer and the Trustee may require the payment of an amount sufficient to reimburse the Issuer and the Trustee for any tax or other governmental charge that may be imposed in relation thereto and any other reasonable fees and expenses incurred in connection therewith. Section 2.12. Cancellation and Destruction of Bonds Upon Payment. (a) All Bonds which have been paid or redeemed or which the Trustee has purchased or the certificates of which have otherwise been surrendered to the Trustee under this fudenture, either at or before Maturity, shall be canceled by the Trustee immediately upon the payment, redemption or purchase of such Bonds and the surrender of the certificates thereof to the Trustee. (b) All Bonds canceled under any of the provisions of this fudenture shall be delivered by the Trustee to the Issuer, or, upon request of the Issuer, shall be destroyed by the Trustee. 600596.20211 \INDENTURE 15 Section 2.13. Payments Due on Saturdays, Sundays and Holidays. In any case where the Maturity of any Bonds shall not be a Business Day, then payment of principal, premium, if any, or interest need not be made on such date but may be made on the next succeeding Business Day with the same force and effect as if made on the date of Maturity, and no interest shall accrue for the period after such date. Section 2.14. Nonpresentment of Bonds. In the event that any Bond shall not be presented for payment when the principal thereof becomes due, either at its Stated Maturity or Redemption Date, or the Trustee is unable to locate the Owner for the payment of accrued interest or an accrued interest check remains uncashed, if funds sufficient to pay such Bond and accrued interest shall have been made available to the Trustee, all liability of the Issuer to the Owner(s) of Bonds for the payment of such Bond and accrued interest shall cease and be completely discharged, and the Trustee shall hold such funds, without interest, for the benefit of such Owner(s) of Bonds, who shall thereafter be restricted exclusively to such funds for any claim on, or with respect to, such Bond and interest. If any Bond shall not be presented for payment within four years following the date when it becomes due, whether by Maturity or otherwise, or the accrued interest cannot be paid as set out above, the Trustee shall repay to the Tenant the funds theretofore held by it for payment of such Bond and interest, and such Bond and interest shall thereafter be an unsecured obligation of the Tenant, subject to the defense of any applicable statute of limitation, and the Owner thereof shall be entitled to look only to the Tenant for payment, and then only to the extent of the amount so repaid, and the Tenant shall not be liable for any additional interest thereon. ARTICLE ID REDEMPTION OF BONDS Section 3.01. Redemption of Bonds Generally. The Series 2021 Bonds shall be subject to redemption prior to Stated Maturity in accordance with the terms and provisions of this Article. Additional Bonds shall be subject to redemption prior to Stated Maturity in accordance with the terms and provisions contained in this Article and as may be specified in the Supplemental Indenture authorizing such Additional Bonds. Section 3.02. Redemption of Series 2021 Bonds. The Series 2021 Bonds maturing in 2021 and thereafter shall be subject to redemption and payment prior to Stated Maturity, at the option of the Issuer, upon instructions from the Tenant, on and after November 16, 2021, as a whole or in part on any date, at the redemption price of the par value of the principal amount thereof, without premium Section 3.03. Selection of Bonds to be Redeemed. (a) Bonds shall be redeemed only in Authorized Denominations. If less than all of the Outstanding Bonds of any series are to be redeemed and paid prior to Stated Maturity, such Bonds shall be redeemed as directed in writing by the Tenant. Bonds of less than a full Stated Maturity are to be selected by the Trustee in such equitable manner as it may determine. (b) In the case of a partial redemption of Bonds by lot when Bonds of denominations greater than a minimum Authorized Denomination are then Outstanding, then for all purposes in connection with such redemption each minimum Authorized Denomination of face value shall be treated as though it was a separate Bond of the minimum Authorized Denomination. If it is determined that one or more, but not all, of the minimum Authorized Denomination units of face value represented by any fully registered Bond is selected for redemption, then the Owner of such Bond or his attorney or legal representative shall forthwith present and surrender such Bond to the Trustee (1) for payment of the redemption price (including the 600596.20211\INDENTURE 16 premium, if any, and interest to the Redemption Date) of the minimum Authorized Denomination unit or units of face value called for redemption, and (2) for exchange, without charge to the Owner thereof, for a new Bond or Bonds of the aggregate principal amount of the unredeemed portion of the principal amount of such Bond. If the owner of any such Bond of a denomination greater than a minimum Authorized Denomination shall fail to present such Bond to the Trustee for payment and exchange as aforesaid, such Bond shall, nevertheless, become due and payable on the Redemption Date to the extent of the principal amount thereof called for redemption (and to that extent only). Section 3.04. Trustee's Duty to Redeem Bonds. The Trustee shall call bonds for mandatory redemption immediately upon receipt of written advice from the Issuer that the event giving rise to mandatory redemption has occurred, and stating the Redemption Date ( except with respect to mandatory redemption of Term Bonds, no further notice of which is required). Upon receipt by the Trustee of such written advice, if required, and upon its own initiative if not required, the Trustee shall give at least 30 days' written notice of redemption to the Owner(s) of Bonds as provided herein. The Trustee shall call Bonds for redemption and payment as herein provided and shall give notice of redemption as provided in Section 3.05 hereof upon receipt by the Trustee at least 45 days prior to the proposed Redemption Date (unless waived) of a written request of the Issuer together with a copy of the redemption instructions of the Tenant. Such instructions shall specify the principal amount and the respective maturities of Bonds to be called for redemption, the applicable redemption price or prices and the provision or provisions of this Indenture pursuant to which such Bonds are to be called for redemption. In the event of a mandatory redemption as provided herein, no request from the Issuer or instructions from the Tenant shall be necessary. Section 3.05. Notice of Redemption. Notice of the call for any redemption identifying the Bonds or portions thereof to be redeemed shall be given by the Trustee, in the name of the Issuer, by mailing by first class mail, postage prepaid, a copy of the redemption notice at least 30 days prior to the date fixed for redemption to the Owner of each Bond to be redeemed at the address shown on the registration books maintained by the Trustee; provided, however, that failure to give such notice by mailing as aforesaid, or any defect therein, shall not affect the validity of any proceedings for the redemption of the Bonds. Any notice of redemption shall state the Redemption Date, the place or places at which such Bonds shall be presented for payment, the series, maturities and numbers of the Bonds or portions of Bonds to be redeemed (and in the case of the redemption of a portion of any Bond the principal amount thereof being redeemed), the redemption price and shall state that interest on the Bonds described in such notice will cease to accrue from and after the Redemption Date. A copy of each such notice of redemption shall be provided to any authorized co-paying agent appointed by the Trustee. Section 3.06. Effect of Call for Redemption. Prior to the date fixed for redemption, funds or Government Securities maturing on or before the date fixed for redemption shall be deposited with the Trustee in amounts sufficient to provide for payment of the Bonds called for redemption, accrued interest thereon to the Redemption Date and the redemption premium, if any. Upon the deposit of such funds or Government Securities, and notice having been given as provided in Section 3.05 hereof, the Bonds or the portions of the principal amount of Bonds thus called for redemption shall cease to bear interest on the specified Redemption Date, and shall no longer be entitled to the protection, benefit or security of this Indenture and shall not be deemed to be Outstanding under the provisions of this Indenture. 600596.20211 \INDENTURE 17 ARTICLE IV FORM OF BONDS Section 4.01. Forms Generally. The Series 2021 Bonds, and the Trustee's certificate of authentication to be endorsed thereon shall be, respectively, in substantially the form set forth in Appendix A. Any Additional Bonds, and the Trustee's Certificate of Authentication to be endorsed thereon shall also be in substantially such form. with such necessary or appropriate variations, omissions and insertions as are permitted or required by this Indenture or any Supplemental Indenture. The Bonds may have endorsed thereon such legends or text as may be necessary or appropriate to conform to any applicable rules and regulations of any governmental authority or any custom, usage or requirement of law with respect thereto. Section 4.02. Bond Counsel's Approving Opinion. If printed on the Bond certificates, Bond Counsel's approving opinion with respect to the authorization and issuance of the Bonds shall be preceded by the following certificate: I, the undersigned, City Clerk of the City of Salina, Kansas hereby certify that the following is a true and correct copy of the complete final legal opinion of Gilmore & Bell, P.C., Bond Counsel, on the within Bond and the series of which said Bond is a part, except that it omits the date of such opinion, that said legal opinion was manually executed and was dated and issued as of the date of delivery of and payment for such Bonds, and is on file with BOKF, N.A., Kansas City, Missouri. (facsimile signature) City Clerk of the City of Salina, Kansas ARTICLEV CUSTODY AND APPLICATION OF BOND PROCEEDS Section 5.01. Creation of Funds and Accounts. There are hereby authorized to be established in the custody of the Trustee the following Funds and Accounts: (a) "City of Salina, Kansas Project Fund (Great Plains Project)" (b) "City of Salina, Kansas Debt Service Fund (Great Plains Project)" The Trustee may create separate subaccounts in any Fund or Account for each series of Bonds issued pursuant to the Indenture. Section 5.02. Deposit of Bond Proceeds. The net proceeds received from the sale of the Series 2021 Bonds, as advanced, shall be deposited in the Project Fund. 600596.20211 \INDENTURE 18 ARTICLE VI REVENUES AND FUNDS Section 6.01. Deposits into the Project Fund. In addition to the amounts required to be paid into the Project Fund pursuant to Section 5.02 hereof, the following funds shall be paid over to and deposited by the Trustee into the Project Fund, as and when received: (a) The earnings accrued on the investment of moneys in the Project Fund and required to be deposited into the Project Fund pursuant to Section 7.02 hereof. (b) If required by a Supplemental Indenture authorizing the issuance of Additional Bonds, additional amounts from the proceeds of such Additional Bonds required to acquire, construct and install the Project Additions. (c) The Net Proceeds of casualty insurance, condemnation awards or title insurance required to be deposited into the Project Fund pursuant to the Project Lease. ( d) Any and all payments from any contractors or other suppliers by way of breach of contract, refunds or adjustments required to be deposited into the Project Fund pursuant to the Project Lease. (e) Except as otherwise provided herein or in the Project Lease, any other money received by or to be paid to the Trustee from any other source for the purchase or construction of the Improvements, when accompanied by directions by the Tenant that such moneys are to be deposited into the Project Fund Section 6.02. Disbursements from the Project Fund. (a) The moneys in the Project Fund shall be disbursed by the Trustee for the payment of Project Costs in accordance with the provisions of Article V of the Project Lease. The Trustee hereby covenants and agrees to disburse such moneys in accordance with such provisions. If the Issuer so requests, a copy of each requisition certificate submitted to the Trustee for payment under this Section shall be promptly provided by the Trustee to the Issuer. (b) The Trustee shall keep and maintain adequate records pertaining to the Project Fund and all disbursements therefrom, and after the Improvements have been completed the Trustee, if requested, shall file a statement of receipts and disbursements with respect thereto with the Issuer and the Tenant. ( c) The completion of the Improvements and payment of all costs and expenses incident thereto shall be evidenced by the filing with the Trustee by the Tenant of the Certificate of Completion required by Section 5.5 of the Project Lease. Any balance remaining in the Project shall without further authorization be deposited in the Debt Service Fund and applied by the Trustee solely to the payment of principal of the Bonds through the payment on a Stated Maturity or redemption thereof on any Redemption Date specified in the optional redemption provisions of Section 3.02 hereof, or as otherwise permissible in the opinion of Bond Counsel. Section 6.03. Disposition Upon Acceleration. If the principal of the Bonds shall have become due and payable pursuant to Section 9.01 of this Indenture, upon the date of payment by the Trustee of any moneys due as hereinafter provided in Article IX, any balance remaining in the Project shall, without further authorization, be deposited in the Debt Service Fund by the Trustee. 600596.20211 \INDENTURE 19 Section 6.04. Deposits into the Debt Service Fund. In addition to the amounts required to be paid into the Debt Service Fund pursuant to Section 5.02 hereof, the Trustee shall deposit into the Debt Service Fund, as and when received, the following: (a) If required by a Supplemental Indenture authorizing the issuance of Additional Bonds, proceeds of such Additional Bonds in an amount not to exceed the sum which, when added to the accrued interest and premium, if any, received from the sale of such Additional Bonds, will be sufficient to pay the interest accruing on such Additional Bonds during the estimated period of construction of the Project Additions financed through the issuance of such Additional Bonds. (b) All Basic Rent payable by the Tenant to the Issuer specified in Section 3.1 of the Project Lease. (c) Any amount in the Project Fund to be transferred to the Debt Service Fund pursuant to the provisions of this Indenture (d) All interest and other income derived from investments of Debt Service Fund moneys as provided in Section 7.02 hereof. (g) All other moneys received by the Trustee under and pursuant to any of the provisions of the Project Lease, except Additional Rent, or when accompanied by directions from the person depositing such moneys that such moneys are to be paid into the Debt Service Fund. Section 6.05. Application of Moneys in the Debt Service Fund. (a) Except as provided in subsection (d) of this Section, moneys in the Debt Service Fund shall be expended solely for the payment of the principal of, premium, if any, and interest on the Outstanding Bonds as the same mature and become due or upon the redemption thereof prior to maturity. (b) The Issuer hereby authorizes and directs the Trustee to withdraw sufficient funds from the Debt Service Fund to pay the principal of, premium, if any, and interest on the Bonds as the same become due and payable and to make said funds so withdrawn available to the Paying Agent for the purpose of paying said principal, premium, if any, and interest. (c) The Trustee, upon written direction of the Issuer and the Tenant, shall use any excess moneys in the Debt Service Fund (other than investment earnings credited to such account) and any moneys paid to the Trustee for deposit in the Debt Service Fund pursuant to the Project Lease to redeem Outstanding Bonds, interest accruing thereon prior to such redemption, and redemption premium, if any, in accordance with and to the extent permitted by Article III hereof so long as the Tenant is not in default with respect to payments of Basic Rent under the Project Lease and to the extent said moneys are in excess of amounts required for payment of Bonds theretofore matured or called for redemption and past due interest in all cases when such Bonds have not been presented for payment. The Tenant may also direct such excess moneys in the Debt Service Fund or such part thereof or other moneys of the Tenant, as the Tenant may direct, to be applied by the Trustee for the purchase of Bonds in the open market for the purpose of cancellation. (d) Any amount remaining in the Debt Service Fund after the principal of, premium, if any, and interest on the Bonds shall have been paid in full or provision made therefor in accordance with Article XII hereof, shall be paid to the Tenant by the Trustee. 600596.20211\INDENTURE 20 ARTICLE VII SECURITY FOR DEPOSITS AND INVESTMENT OF FUNDS Section 7.01. Moneys to be Held in Trust. All moneys deposited with or paid to the Trustee for the account of any fund or account under any provision of this Indenture, and all moneys deposited with or paid to the Paying Agent under any provision of this Indenture, shall be held by the Trustee or Paying Agent in trust and shall be applied only in accordance with the provisions of this Indenture and the Project Lease and, until used or applied as so provided, shall constitute part of the Trust Estate and be subject to the lien hereof. Neither the Trustee nor any Paying Agent shall be under any liability for interest on any moneys received hereunder except such as may be agreed upon in writing. Section 7.02. Investment of Moneys in Funds. Moneys held in each of the Funds and Accounts shall be separately invested and reinvested by the Trustee in accordance with the provisions hereof, at the written direction of the Authorized Tenant Representative (or in the absence of such written direction, as provided in subsection ( e) of the definition of Investment Securities) in Investment Securities which mature or are subject to redemption by the owner prior to the date such funds will be needed. The Trustee may make any investments permitted by this Section through its own bond department or short-term investment department and may pool moneys for investment purposes, except moneys held in the yield restricted portion of any fund or account, which shall be invested separately. Any such Permitted Investments shall be held by or under the control of the Trustee and shall be deemed at all times a part of the fund or account in which such moneys are originally held. The interest earned on and any profit realized from Investment Securities held in any Fund or Account under this Indenture shall be deposited into the Debt Service Fund. Any loss resulting from such Investment Securities shall be charged to such Fund or Account in which such Investment Securities generating the loss are held. The Bond Trustee shall sell and reduce to cash a sufficient amount of such Investment Securities whenever the cash balance in such Fund or Account is insufficient for the purposes of such Fund or Account Section 7 .03. Record Keeping. The Trustee shall maintain records demonstrating compliance with the provisions of this Article and with the provisions of Article VI for at least six years after the payment of all of the Outstanding Bonds. ARTICLE VIII GENERAL COVENANTS AND PROVISIONS Section 8.01. Payment of Principal of, Premium, if any, and Interest on the Bonds. The Issuer covenants and agrees that it will, but solely from the rents, revenues and receipts derived from the Project (as well as moneys held for such purposes hereunder) as described herein, promptly pay or cause to be paid the principal of, premium, if any, and interest on the Bonds as the same become due and payable at the place, on the dates and in the manner provided herein and in the Bonds according to the true intent and meaning thereof, and to this end the Issuer covenants and agrees that it will use its best efforts to cause the Project to be continuously leased as a revenue and income producing undertaking, and that, should there be a default under the Project Lease with the result that the right of possession of the Project is returned to the Issuer, the Issuer shall fully cooperate with the Trustee and with the Owner(s) of Bonds to protect the rights and security of the Owner(s) of Bonds and shall diligently proceed in good faith and use its best efforts to secure another tenant for the Project to the end that at all times sufficient rents, revenues and receipts will be derived by Issuer from the Project to provide for payment of the principal of, premium, if any, and interest on the Bonds as the same become due and payable. Nothing herein shall be construed as requiring the 600596.20211 \INDENTURE 21 Issuer to operate the Project as a business other than as lessor or to use any funds or revenues from any source other than funds and revenues derived from the Project. Section 8.02. Authority to Execute Indenture and Issue Bonds. The Issuer covenants, to the best of its knowledge and belief, that: (i) it is duly authorized under the constitution and laws of the State to execute this Indenture, to issue the Bonds and to pledge and assign the Trust Estate in the manner and to the extent herein set forth (including the creation of a security interest therein); (ii) all action on its part for the execution and delivery of this Indenture and the issuance of the Bonds has been duly and effectively taken; and (iii) the Bonds in the hands of the Owners thereof are and will be valid and enforceable limited obligations of the Issuer according to the import thereof. Section 8.03. Performance of Covenants. The Issuer covenants that it will endeavor to faithfully perform at all times any and all covenants, undertakings, stipulations and provisions contained in this Indenture, in the Bonds and in all proceedings of its governing body pertaining thereto. Section 8.04. Instruments of Further Assurance. The Issuer covenants that it will do, execute, acknowledge and deliver, or cause to be done, executed, acknowledged and delivered, such Supplemental Indentures and such further acts, instruments, financing statements and other documents as the Trustee may reasonably require for the better pledging and assigning unto the Trustee the property and revenues herein described to secure the payment of the principal of, premium, if any, and interest on the Bonds. The Issuer covenants and agrees that, except as herein and in the Project Lease provided, it will not sell, convey, lease, encumber or otherwise dispose of any part of the Project or the rents, revenues and receipts derived therefrom or from the Project Lease, or of its rights under the Project Lease. Section 8.05. Recording and Filing. The Issuer shall cause the Project Lease and all amendments to the Project Lease or appropriate memoranda thereof and all appropriate financing statements and other security instruments to be recorded and filed in such manner and in such places as may be required by law in order to fully preserve and protect the security of the Owner(s) of Bonds and the rights of the Trustee hereunder. The Issuer hereby authorizes the Trustee to make any such filings for it. The Trustee shall cause all appropriate continuation statements of financing statements initially recorded to be recorded and filed in such manner and in such places as may be required by law to continue the effectiveness of such financing statements. Section 8.06. Maintenance, Taxes and Insurance. The Issuer represents that pursuant to the provisions of Articles VI, VII and X of the Project Lease, the Tenant has agreed to cause the Project to be maintained and kept in good condition, repair and working order, to pay, as the same respectively become due, all taxes, assessments and other governmental charges at any time lawfully levied or assessed upon or against the Project or any part thereof, and to keep the Project constantly insured to the extent provided for therein, all at the sole expense of Tenant. Section 8.07. Inspection of Project Books. The Issuer covenants and agrees that all books and documents in its possession relating to the Project and the rents, revenues and receipts derived from the Project shall, at all reasonable times during regular business hours, be open to inspection by such accountants or other agencies as the Trustee may from time to time designate. Section 8.08. Enforcement of Rights Under the Site Lease and Project Lease. The Site Lease and Project Lease, duly executed counterparts of which has been filed with the Trustee, sets forth the covenants and obligations of the Issuer and the Tenant, including provisions that subsequent to the issuance of the Bonds and prior to their payment in full or provision for payment thereof in accordance with the provisions hereof, the Site Lease and Project Lease may not be effectively amended, changed, modified, altered or terminated without the written consent of the Trustee, and reference is hereby made 600596.20211 \INDENTIJRE 22 to the Site Lease and Project Lease for a detailed statement of said covenants and obligations of the Tenant thereunder, and the Issuer agrees that the Trustee in its name or in the name of the Issuer may enforce all rights of the Issuer and all obligations of the Tenant under and pursuant to the Site Lease and Project Lease for and on behalf of the Owners, whether or not an Event of Default exists hereunder. Section 8.09. Possession and Use of Project. So long as not otherwise provided in this Indenture, the Tenant shall be suffered and permitted to possess, use and enjoy the Project and appurtenances so as to carry out its obligations under the Project Lease. ARTICLE IX REMEDIES ON DEFAULT Section 9.01. Acceleration of Maturity in Event of Default. (a) If an Event of Default shall have occurred and be continuing, the Trustee may, and upon the written request of Owner(s) of Bonds owning not less than 25% in aggregate principal amount of Bonds then Outstanding shall, by notice in writing delivered to the Issuer and the Tenant, declare the principal of all Bonds then Outstanding and the interest accrued thereon immediately due and payable, and such principal and interest shall thereupon become and be immediately due and payable. (b) If, at any time after such declaration, but before the Bonds shall have matured by their terms, all overdue installments of principal and interest on the Bonds, together with all Default Administration Costs, all overdue installments of Basic Rent and Additional Rent under the Project Lease and all other sums then payable by the Issuer under this Indenture shall either be paid or provision satisfactory to the Trustee shall be made for such payment, then and in every such case the Trustee may in its discretion, and shall upon the written consent of Owner(s) of Bonds owning at least 51 % in aggregate principal amount of the Bonds Outstanding, rescind such declaration and annul such default in its entirety. ( c) In case of any rescission, then and in every such case the Issuer, the Trustee and the Owner(s) of Bonds shall be restored to their former position and rights hereunder respectively, but no such rescission shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon. Section 9.02. Exercise of Remedies by the Trustee. (a) If an Event of Default shall have occurred and be continuing, the Trustee may, and if requested to do so in writing by Owner(s) of Bonds owning not less than 25% of the aggregate principal amount of Bonds Outstanding, and if indemnified to its satisfaction and satisfactory provision has been offered as to payment of Default Administration Costs and third-party liability, shall pursue and exercise any available remedy at law or in equity by suit, action, mandamus or other proceeding or exercise such one or more of the rights and powers conferred by this Article as the Trustee, being advised by counsel, shall deem most expedient in the interests of the Owner(s) of Bonds to enforce the payment of the principal of, premium, if any, and interest on the Bonds then Outstanding, and to enforce and compel the performance of the duties and obligations of the Issuer as herein set forth. (b) All rights of action under this Indenture or under any of the Bonds may be enforced by the Trustee without the possession of any of the Bonds or the production thereof in any trial or other 600596.20211 \INDENTURE 23 proceedings relating thereto, and any such suit or proceeding instituted by the Trustee shall be brought in its name as Trustee without necessity of joining as plaintiffs or defendants any Owner(s) of Bonds, and any recovery of judgment shall be for the equal benefit of all Outstanding Bonds. (c) In any litigation with the Tenant, after an Event of Default, the Trustee may, after obtaining the written approval of Owner( s) of Bonds owning at least 51 % of the aggregate principal amount of Bonds Outstanding, enter into an agreement to settle the litigation upon such terms as the Trustee in its sole discretion determines to be in the best interest of the Owner(s) of Bonds, even if such settlement involves selling the Real Property and Improvements for less than the amount needed to pay the Owners of the Bonds Outstanding the full amounts of the principal and accrued interest on the Bonds. Section 9.03. Surrender of Possession of Trust Estate; Rights and Duties of Trustee in Possession. If an Event of Default shall have occurred and be continuing, the Issuer, upon demand of the Trustee, shall forthwith surrender the possession of, and the Trustee, by such officer or agent as it may appoint, may take possession of all or any part of the Trust Estate, together with the books, papers and accounts of the Issuer pertaining thereto, and including the rights and the position of the Issuer under the Site Lease and Project Lease, and to hold, operate and manage the same, and from time to time make all needful repairs and improvements; and the Trustee may lease the Project or any part thereof, in the name and for account of the Issuer, and collect, receive and sequester the rents, revenues and receipts therefrom, and out of the same and any moneys received from any receiver of any part thereof pay, and set up proper reserves for the payment of all proper costs and expenses of so taking, holding and managing the same, including (i) reasonable compensation to the Trustee, its agents and counsel, (ii) any charges of the Trustee hereunder, (iii) any taxes and assessments and other charges prior to the lien of this Indenture, (iv) any costs and expenses of the Issuer in connection with the Project and (v) all expenses of such repairs and improvements, and the Trustee shall apply the remainder of the moneys so received in accordance with Section 9.10. Whenever all that is due upon the Bonds shall have been paid and all defaults made good, the Trustee shall surrender possession of the Trust Estate to the Issuer, its successors and assigns, the same right of entry, however, to exist upon any subsequent Event of Default. While in possession of such property, the Trustee shall render annually to the Issuer and the Tenant a summarized statement of receipts and expenditures in connection therewith Section 9.04. Sale in Event of Default. If an Event of Default shall have occurred and be continuing, the Trustee, as assignee of the Issuer, may (but shall not be required to) sell the Issuer's interest in the Project on behalf of the Issuer in accordance with the provisions of the Site Lease and Project Lease, and the Trustee or the Owner or Owners of any of the Bonds then Outstanding, whether or not then in default in the payment of principal or interest, may become the purchaser at any such sale to the highest bidder. In the event of such a sale, the Issuer and the Trustee shall execute and deliver any necessary or appropriate instrument of conveyance of the Issuer's interest in the Project to the purchaser or purchasers thereof, and any statement or recital of fact in such deed in relation to the nonpayment of the Bonds, default, existence of the Bonds, notice of advertisement, sale, receipt of money, and the happening of any event whereby a prima facie evidence of the truth of such statement or recital. The Bond Trustee shall receive the proceeds of sale and pay the same in accordance with Section 9.J0(b). Section 9.05. Appointment of Receivers. Upon the occurrence of an Event of Default, and upon the filing of a suit or other commencement of judicial proceedings to enforce the rights of the Trustee and of the Owners under this Indenture, the Trustee shall be entitled, as a matter of right, to the appointment of a receiver or receivers of the Trust Estate and of the revenues, earnings, income, products 600596.20211\INDENTURE 24 and profits thereof, pending such proceedings, with such powers as the court making such appointment shall confer. Section 9.06. Limitation on Exercise of Remedies by Owner(s) of Bonds. No Owner(s) of Bonds shall have any right to institute any suit, action or proceeding in equity or at law for the enforcement of this Indenture or for the execution of any trust hereunder or for the appointment of a receiver or any other remedy hereunder, unless (i) a default has occurred of which the Trustee has knowledge, (ii) such default shall have become an Event of Default, (iii) Owner(s) of Bonds owning at least 25% in aggregate principal amount of Bonds then Outstanding shall have made written request to the Trustee, shall have offered it reasonable opportunity either to proceed to exercise the powers hereinbefore granted or to institute such action, suit or proceeding in its own name, and (iv) satisfactory indemnity and provision for payment of Default Administration Costs and third-party liability shall have been offered to the Trustee and (v) the Trustee shall thereafter fail or refuse to exercise the powers granted in this section to institute such action, suit or proceeding in its own name; and such knowledge and request are hereby declared in every case, at the option of the Trustee, to be conditions precedent to the execution of the powers and trusts of this Indenture, and to any action or cause of action for the enforcement of this Indenture, or for the appointment of a receiver or for any other remedy hereunder, it being understood and intended that no one or more Owner(s) of Bonds shall have any right in any manner whatsoever to affect, disturb or prejudice this Indenture by its, his or their action or to enforce any right hereunder except in the manner herein provided, and that all proceedings at law or in equity shall be instituted, had and maintained in the manner herein provided and for the equal benefit of all Bonds then Outstanding. Section 9.07. Right of Owner(s) of Bonds to Direct Proceedings. Anything in this Indenture to the contrary notwithstanding, Owner( s) of Bonds owning at least 51 % in aggregate principal amount of Bonds then Outstanding shall have the right, at any time, by an instrument or instruments in writing executed and delivered to the Trustee, and upon providing the Trustee indemnification satisfactory to it as provided above, to direct the time, method and place of conducting all proceedings to be taken in connection with the enforcement of the terms and conditions of this Indenture, or for the appointment of a receiver or any other proceedings hereunder; provided that such direction shall not be otherwise than in accordance with the provisions of law and of this Indenture, and Trustee shall have the right to decline to follow such direction if the Trustee shall in good faith, and upon the advice of counsel, determine that proceedings so directed would expose the Trustee to personal liability. Section 9.08. Remedies Cumulative. No remedy by the terms of this Indenture conferred upon or reserved to the Trustee or to the Owner(s) of Bonds is intended to be exclusive of any other remedy, but each and every such remedy shall be cumulative and shall be in addition to any other remedy given to the Trustee or to the Owner(s) of Bonds hereunder or now or hereafter existing at law or in equity or by statute. No delay or omission to exercise any right, power or remedy accruing upon any Event of Default shall impair any such right, power or remedy or shall be construed to be a waiver of any such Event of Default or acquiescence therein; and every such right, power or remedy may be exercised from time to time and as often as may be deemed expedient. No waiver of any Event of Default hereunder, whether by the Trustee or by the Owner(s) of Bonds, shall extend to or shall affect any subsequent Event of Default or shall impair any rights or remedies consequent thereon. Section 9.09. Waivers of Events of Default. The Trustee may in its discretion waive any Event of Default hereunder and its consequences and rescind any declaration of maturity of principal of and interest on Bonds, and shall do so upon the written request of Owner(s) of Bonds owning at least 51 % in aggregate principal amount of all the Bonds then Outstanding and satisfaction of the conditions set forth in Section 9.0l(b). In case of any such waiver or rescission, or in case any proceedings taken by the Trustee under this Indenture on account of any such default shall have been discontinued or abandoned for any reason, or shall have been determined adversely, then and in every such case the Issuer, the Trustee and the 600596.20211\INDENTURE 25 Owner(s) of Bonds shall be restored to their former positions, rights and obligations hereunder, respectively, but no such waiver or rescission shall extend to any subsequent or other default, or impair any right consequent thereon, and all rights, remedies and powers of the Trustee shall continue as if no such proceedings had been taken. Section 9.10. Application of Money Received after Event of Default. (a) If the principal of all Bonds shall have become due and payable after the occurrence of an Event of Default, all moneys thereafter received from the Tenant, from sale or reletting of the Project, shall be deposited in the Debt Service Fund and all moneys in the Debt Service Fund shall be applied as follows: first: To the payment of Default Administration Costs second: To the payment of the whole amount then due and unpaid upon the Outstanding Bonds for principal and premium, if any, and interest, in respect of which or for the benefit of which such money has been collected, with interest (to the extent that such interest has been collected by the Trustee or a sum sufficient therefor has been so collected and payment thereof is legally enforceable at the respective rate or rates prescribed therefor in the Bonds) on overdue principal and premium, if any, and on overdue installments of interest; and in case such proceeds shall be insufficient to pay in full the whole amount so due and unpaid upon the Bonds, then to the payment of such principal, premium and interest, without any preference or priority, ratably according to the aggregate amount so due; and third: To the payment of any other amounts required to be paid under this Indenture or the Project Lease; and fourth: To the payment of the remainder, if any, to the Tenant or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct. (b) Whenever moneys are to be applied by the Issuer or the Trustee pursuant to the provisions of this Section, such moneys shall be applied at such times, and from time to time, as the Trustee in its sole discretion determines, having due regard to the amount of such moneys available for application and the likelihood of additional moneys becoming available for such application in the future; the deposit of such moneys with the Trustee in trust for the proper purpose shall constitute proper application by the Issuer; and the Issuer shall incur no liability to any Owner(s) of Bonds or to any other person for any delay in applying any such moneys, so long as the Issuer acts with reasonable diligence, having due regard to the circumstances, and moneys are applied in accordance with such provisions of this Indenture. Whenever the Trustee exercises such discretion in applying such moneys, it shall fix the date (which shall be an Interest Payment Date unless the Trustee shall deem another date more suitable) upon which such application is to be made and upon such date interest on the amounts of principal to be paid on such date shall cease to accrue. The Trustee shall give such notice as it may deem appropriate of the fixing of any such date, and shall not be required to make payment to any Owner(s) of Bonds of any unpaid Bond until the Bond certificate(s) representing Bonds owned are surrendered to the Trustee as Bond Registrar for appropriate endorsement, or for cancellation if fully paid. (c) Whenever the principal of and premium, if any, and interest on all Bonds have been paid under the provisions of this Section and all expenses and charges of the Trustee have been paid, any balance remaining in the Debt Service Fund shall be paid to the Tenant as provided in Section 6.07(d). 600596.20211 \INDENTURE 26 ARTICLEX THE TRUSTEE Section 10.01. Acceptance of the Trusts. The Trustee hereby accepts the trusts imposed upon it by this Indenture, and agrees to perform said trusts in the manner in which a corporate trustee ordinarily would perform said trusts under a corporate indenture, and the Trustee shall exercise such of the rights and powers vested in it by this fudenture and shall use the same degree of care and skill in its exercise as a prudent corporate trust officer would exercise or use under the circumstances, but only upon and subject to the following express terms and conditions, and no implied covenants or obligations shall be read into this fudenture against the Trustee: (a) Prior to the occurrence of an Event of Default and after the cure of all Events of Default which may have occurred, the Trustee's duties and responsibilities shall include only those expressly set forth in this Trust Indenture and those rights, duties, responsibilities, and obligations which are reserved to or imposed upon the Issuer under this Trust Indenture, the Site Lease and the Project Lease, excepting only such of those rights, duties, responsibilities, and obligations as may only be properly and lawfully exercised by or imposed upon the Issuer. (b) Upon the occurrence of an Event of Default the Trustee shall be and is hereby authorized to bring appropriate action for judgment or such other relief as may be appropriate and such action may be in the name of the Trustee or in the name of the Issuer and Trustee jointly; but in such case, neither the Issuer nor the Trustee shall have any obligation for any fees and expenses of such action except out of any funds available by reason of the ownership of the Project and moneys available under this Trust Indenture and the Project Lease. In addition, the Trustee may file such proof of claim and such other documents as may be necessary and advisable in order to have the claims of the Trustee and the Owner(s) of Bonds relative to the Bonds or the obligations relating thereto allowed in any judicial proceeding. (c) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or through agents, attorneys or receivers. The Trustee shall be entitled to rely upon the opinion or advice of counsel, who may be counsel to the Trustee, Issuer or the Tenant, concerning all matters of trust hereof and the duties hereunder, and may in all cases pay such reasonable compensation to all such agents, attorneys and receivers as may reasonably be employed in connection with the trusts hereof. (d) The Trustee, in its individual or any other capacity, may become the owner or pledgee of Bonds with the same rights which it would have if it were not Trustee. (e) The Trustee may rely and shall be protected in acting or refraining from acting upon any ordinance, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, affidavit, letter, telegram or other paper or document provided for under this fudenture, the Site Lease or the Project Lease believed by it to be genuine and correct and to have been signed, presented or sent by the proper person or persons. Any action taken by the Trustee pursuant to this fudenture upon the request or authority or consent of any person who, at the time of making such request or giving such authority or consent is an Owner(s) of Bonds, shall be conclusive and binding upon all future Owners of the same Bond and upon Bonds issued in exchange therefor or upon transfer or in substitution thereof. (f) As to the existence or nonexistence of any fact or as to the sufficiency or validity of any instrument, paper or proceeding, or whenever in the administration of this fudenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee shall be entitled to rely upon a certificate signed by the mayor of the Issuer or the Authorized 600596.20211\INDENTIJRE 27 Tenant Representative as sufficient evidence of the facts therein contained, the Trustee shall also be at liberty to accept a similar certificate to the effect that any particular dealing, transaction or action is necessary or expedient, but may at its discretion secure such further evidence deemed necessary or advisable, but shall in no case be bound to secure the same. (g) The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty, and the Trustee shall not be answerable for other than its negligence or willful misconduct. (h) At any and all reasonable times and upon reasonable prior notification to the Tenant, the Trustee and its duly authorized agents, attorneys, experts, engineers, accountants and representatives shall have the right to inspect any and all of the Project and all books, papers and records of the Issuer and Tenant pertaining to the Project and the Bonds, and to make such notes and copies as may be desired. (i) The Trustee shall not be required to give any bond or surety with respect to the execution of its trusts and powers hereunder or otherwise with respect to the Project. (j) The Trustee shall have the right, but shall not be required, to demand, with respect to the authentication of any Bonds, the withdrawal of any cash, the release of any property, or any action whatsoever within the purpose of this Indenture, any showings, certificates, opinions, appraisals or other information, or corporate action or evidence thereof, in addition to that by the terms hereof required, as a condition of such action by the Trustee deemed desirable for the purpose of establishing the right of the Issuer to the authentication of any Bonds, the withdrawal of any cash, or the taking of any other action by the Trustee. (k) The Trustee shall not be required to take notice of, or be deemed to have notice of, any default hereunder or under the Site Lease or Project Lease, except the failure by the Issuer to cause to be made any of the payments required to be made under the Project Lease or in accordance with Article VI hereof, or the failure by the Issuer to cause compliance by the Tenant with the insurance provisions of Article VI of the Project Lease, unless the Trustee shall have been specifically notified in writing of such default by the Issuer or by Owner(s) of Bonds owning at least 25% in aggregate principal amount of all Bonds then Outstanding. (1) The Trustee may inform the Owner(s) of Bonds of environmental hazards that the Trustee has reason to believe exist with respect to the Project, the Real Property or the Improvements, and the Trustee shall have the right to take no further action with respect thereto, and, in such event, no fiduciary duty shall exist which imposes any obligation for further action by the Trustee with respect to the Project, the Real Property, the Improvements, the enforcement of any remedies hereunder or under the Project Lease, the Trust Estate, or any portion thereof, if, in the reasonable opinion of the Trustee, such action would subject the Trustee to environmental or other liability for which the Trustee has not received indemnity satisfactory to it. Section 10.02. Fees, Charges and Expenses of the Trustee; Lien for Fees and Costs and Additional Rent. The Trustee shall be entitled to payment of or reimbursement for reasonable fees for its ordinary services rendered hereunder and all advances, agent and counsel fees and other ordinary costs, charges and expenses reasonably and necessarily made or incurred by the Trustee in connection with such ordinary services and, in the event that it should become necessary that the Trustee perform extraordinary services, it shall be entitled to reasonable compensation therefor and to reimbursement for reasonable and necessary extraordinary expenses in connection therewith; provided that if such extraordinary services or extraordinary expenses are occasioned by the neglect or misconduct of the Trustee it shall not be entitled to compensation or reimbursement therefor. The Trustee shall be entitled to payment and reimbursement for 600596.20211\INDENTURE 28 the reasonable fees, costs, expenses and charges of the Trustee as Paying Agent for the Bonds. The Trustee agrees that the Issuer shall have no liability for any fees, charges and expenses of the Trustee, and the Trustee agrees to look only to the Tenant for the payment of all fees, charges and expenses of the Trustee and any Paying Agents as provided in the Project Lease. Upon the occurrence of an Event of Default and during its continuance, the Trustee shall have a lien with right of payment prior to payment of principal of, redemption premium, if any, or interest on any Bond, upon all moneys in its possession under any provisions hereof for the foregoing advances, fees, costs and expenses incurred, for Default Administration Costs and for any unpaid Additional Rent owing under the Project Lease. Section 10.03. Notice to Owner(s) of Bonds if Default Occurs. If an Event of Default occurs, of which the Trustee is aware and of which it is required to take notice, the Trustee shall give written notice thereof to the Owner(s) of Bonds, as shown by the bond registration books required to be maintained by the Trustee and kept at the principal office of the Trustee. Section 10.04. Intervention by the Trustee. In any judicial proceeding to which the Issuer is a party and which, in the opinion of the Trustee and its counsel, has a substantial bearing on the interests of the Owner(s) of Bonds, the Trustee may intervene on behalf of the Owner(s) of Bonds and shall do so if requested in writing by Owner(s) of Bonds owning at least 25% of the aggregate principal amount of Bonds then Outstanding and if provided with indemnity satisfactory to the Trustee. Section 10.05. Successor Trustee Upon Merger, Consolidation or Sale. Any corporation or association into which the Trustee may be merged or converted or with or into which it may be consolidated, or to which it may sell or transfer its corporate trust business and assets as a whole or substantially as a whole, or any corporation or association resulting from any merger, conversion, sale, consolidation or transfer to which it is a party, shall be and become successor Trustee hereunder without the execution or filing of any instrument or any further act on the part of any of the parties hereto. Section 10.06. Resignation of Trustee. The Trustee may resign by an instrument in writing delivered by registered or certified mail to the Issuer and the Tenant to take effect not sooner than 90 days after its delivery, whereupon the Issuer, with the consent of the Tenant, shall immediately, in writing, designate a successor Trustee; provided, however, that the Trustee's resignation shall not become effective unless and until a successor Trustee is approved and qualified. In the event the Issuer and the Tenant do not promptly designate a successor trustee, then the Trustee shall have the right to petition a court of competent jurisdiction for the appointment of a successor. Section 10.07. Removal of Trustee. As long as no Default or Event of Default shall have occurred and be continuing, the Trustee may be removed at any time by the Issuer or the Tenant; provided, that such removal shall not be effective unless and until a successor trustee is appointed and qualified, and provided further than such removal shall not become effective until after 60 days from the date written notice of such proposed removal is given to the Trustee by first class mail. The Issuer or the Tenant, concurrently with giving notice to the Trustee, shall give notice by first class mail of the proposed removal of the Trustee to all Owner(s) of Bonds. Unless Owner(s) of Bonds owning at least 51% in principal amount of Bonds then Outstanding object in writing to the proposed removal of the Trustee, such removal shall become effective from the date specified in the notices, provided that the successor trustee shall have been qualified and have accepted the duties and responsibilities of the Trustee as of such date. The Trustee may be removed at any time by the written direction of Owner(s) of Bonds owning at least 51 % in aggregate principal amount of Bonds then Outstanding. 600596.20211 \INDENTURE 29 Section 10.08. Qualifications of Successor Trustee. Every successor Trustee appointed pursuant to the provisions of this Article shall be a trust company or bank in good standing, qualified to accept such trust and acceptable to the Issuer and the Tenant. Section 10.09. Vesting of Trusts in Successor Trustee. Every successor Trustee appointed hereunder shall execute, acknowledge and deliver to its predecessor and also to the Issuer and the Tenant an instrument in writing accepting such appointment hereunder, and thereupon such successor shall, without any further act, deed or conveyance, become fully vested with all the trusts, powers, rights, obligations, duties, remedies, immunities and privileges of its predecessor; but such predecessor shall, nevertheless, on the written request of the Issuer, execute and deliver an instrument transferring to such successor Trustee all the trusts, powers, rights, obligations, duties, remedies, immunities and privileges of such predecessor hereunder; and every predecessor Trustee shall deliver all securities and moneys held by it as Trustee hereunder to its successor. Should any instrument in writing from the Issuer be required by any successor Trustee for more fully and certainly vesting in such successor the trusts, powers, rights, obligations, duties, remedies, immunities and privileges hereby vested in the predecessor, any and all such instruments in writing shall, on request, be executed, acknowledged and delivered by the Issuer. Section 10.10. Right of Trustee to Pay Taxes and Other Charges. In case any tax, assessment or governmental or other charge upon, or insurance premium with respect to, any part of the Project is not paid as required herein or in the Project Lease, and the Tenant has failed after 30 days written notice to make such payment, the Trustee may pay such tax, assessment or governmental charge or insurance premium or rebate amount, without prejudice, however, to any rights of the Trustee or the Owner(s) of Bonds hereunder arising in consequence of such failure; and any amount at any time so paid under this Section, with interest thereon from the date of payment at a rate per annum equal to the Trustee's published prime rate in effect at the time, shall become an additional obligation secured by this Indenture, and the same shall be given a preference in payment over any payment of principal of, premium, if any, or interest on the Bonds, and shall be paid out of the proceeds of rents, revenues and receipts collected from the Project, if not otherwise caused to be paid; but the Trustee shall be under no obligation to make any such payment unless it shall have been requested to do so by Owner(s) of Bonds owning at least 25% of the aggregate principal amount of Bonds then Outstanding and shall have been provided adequate funds for the purpose of such payment. Section 10.11. Trust Estate May Be Vested in Co-trustee. (a) It is the purpose of this Indenture that there shall be no violation of any law of any jurisdiction (including particularly the State) denying or restricting the right of banking corporations or associations to transact business as trustee in such jurisdiction. It is recognized that in case of litigation under this Indenture, the Site Lease or the Project Lease, and in particular in case of the enforcement of either a default, or in case the Trustee deems that by reason of any present or future law of any jurisdiction it may not exercise any of the powers, rights or remedies herein granted to the Trustee, or take any other action which may be desirable or necessary in connection therewith, it may be necessary or desirable that the Trustee appoint an additional individual or institution as a co-trustee or separate trustee, and the Trustee is hereby authorized to appoint such co-trustee or separate trustee. (b) In the event that the Trustee appoints an additional individual or institution as a co-trustee or separate trustee, each and every remedy, power, right, claim, demand, cause of action, immunity, title, interest and lien expressed or intended by this Indenture to be exercised by the Trustee with respect thereto shall be exercisable by such co-trustee or separate trustee but only to the extent necessary to enable such co-trustee or separate trustee to exercise such powers, rights and remedies, and every covenant and obligation necessary to the exercise thereof by such co-trustee or separate trustee shall run to and be enforceable by either of them. 600596.20211\INDENTURE 30 ( c) Should any deed, conveyance or instrument in writing from the Issuer be required by the co-trustee or separate trustee so appointed by the Trustee for more fully and certainly vesting in and confirming to him or it such properties, rights, powers, trusts, duties and obligations, then any and all such deeds, conveyances and instruments in writing shall, on request, be executed, acknowledged and delivered by the Issuer. (d) In case any co-trustee or separate trustee shall die, become incapable of acting, resign or be removed, all the properties, rights, powers, trusts, duties and obligations of such co-trustee or separate trustee, so far as permitted by law, shall vest in and be exercised by the Trustee until the appointment of a successor to such co-trustee or separate trustee. Section 10.12. Annual Accounting. The Trustee shall render an annual accounting to the Tenant, to the Issuer upon request, and to any Owner(s) of Bonds requesting the same in writing and remitting reasonable charges for preparing such copies, showing in reasonable detail all fmancial transactions relating to the Trust Estate during the accounting period and the balance in any funds or accounts created by this Indenture as of the beginning and close of such accounting period. Section 10.13. Performance of Duties under the Site Lease and Project Lease. The Trustee hereby accepts and agrees to perform, in such manner as is consistent with the terms of those instruments and this Indenture, all duties and obligations assigned to it under the Site Lease and Project Lease. ARTICLE XI SUPPLEMENTAL INDENTURES Section 11.01. Supplemental Indentures Not Requiring Consent of Owner(s) of Bonds. The Issuer and the Trustee may from time to time, without the consent of any of the Owner(s) of Bonds, enter into such Supplemental Indenture or Supplemental Indentures as shall not be inconsistent with the terms and provisions hereof, for any one or more of the following purposes: (a) To cure any ambiguity or formal defect or omission in this Indenture or to make any other change not prejudicial to the Owner(s) of Bonds; (b) To grant to or confer upon the Trustee for the benefit of the Owner(s) of Bonds any additional rights, remedies, powers or authority that may lawfully be granted to or conferred upon the Owner( s) of Bonds or the Trustee or either of them; (c) To more precisely identify the Project or to add additional property thereto; (d) To subject to this Indenture additional revenues, properties or collateral; (e) To issue Additional Bonds as provided in Section 2.09 hereof. Section 11.02. Supplemental Indentures Requiring Consent of Owner(s) of Bonds. (a) Exclusive of Supplemental Indentures described in Section 11.01 hereof and subject to the terms and provisions contained in this Section, and not otherwise, the Owner(s) of Bonds owning not less than 66-2/3% in aggregate principal amount of the Bonds then Outstanding shall have the right, from time to time, anything contained in this Indenture to the contrary notwithstanding, to consent to and approve 600596.20211 \INDENTURE 31 the execution by the Issuer and the Trustee of such other Supplemental Indenture or Supplemental Indentures as shall be deemed necessary and desirable by the Issuer for the purpose of modifying, amending, adding to or rescinding, in any particular, any of the terms or provisions contained in this Indenture or in any Supplemental Indenture; provided, however, that except as provided in subparagraph (b) of this Section 11.02, nothing in this Section contained shall permit or be construed as permitting (1) an extension of the maturity of the principal of or the accrual of, or dates of payment of, interest on any Bond issued hereunder, or (2) a reduction in the principal amount of any Bond or the rate of interest thereon, or (3) a privilege or priority of any Bond or Bonds over any other Bond or Bonds, or (4) a reduction in the aggregate principal amount of Bonds the Owners of which are required for consent to any such Supplemental Indenture. (b) Any provision of this Indenture or the Bonds may be amended with the written consent of the Owners owning 100% in aggregate principal amount then Outstanding. Section 11.03. Tenant's Consent to Supplemental Indentures. Anything herein to the contrary notwithstanding, a Supplemental Indenture under this Article which affects any rights of the Tenant shall not become effective unless and until the Tenant shall have consented in writing to the execution and delivery of such Supplemental Indenture, provided that receipt by the Trustee of an amendment to the Project Lease executed by the Tenant in connection with the issuance of Additional Bonds under Section 2.09 hereof shall be deemed to constitute consent of the Te~ant to the execution of a Supplemental Indenture pursuant to Section 2.09 hereof. In this regard, the Trustee shall cause notice of the proposed execution and delivery of any such Supplemental Indenture ( other than a Supplemental Indenture proposed to be executed and delivered pursuant to Section 2.09 hereof) together with a copy of the proposed Supplemental Indenture to be mailed to the Tenant at least 15 days prior to the proposed date of execution and delivery of any such Supplemental Indenture. ARTICLE XII SATISFACTION AND DISCHARGE OF INDENTURE Section 12.01. Satisfaction and Discharge of the Indenture. (a) When the principal of, premium, if any, and interest on all Bonds shall have been paid in accordance with their terms or provision has been made for such payment, as provided in Section 12.02 hereof, and provision shall also have been made for paying all other sums payable hereunder, including the fees and expenses of the Trustee and the Paying Agent to the date of retirement of the Bonds, then the duties of the Trustee under this Indenture shall cease. Thereupon the Trustee shall discharge and release this Indenture and shall execute, acknowledge and deliver to the Issuer such instruments of satisfaction and discharge or release as shall be requisite to evidence such release and the satisfaction and discharge of this Indenture, and shall assign and deliver to the Issuer any property at the time subject to this Indenture which may then be in its possession, except amounts in the Debt Service Fund required to be paid to the Tenant under Section 6.07(d) hereof and except funds or securities in which such funds are invested and held by the Trustee for the payment of the principal of, and interest accrued on, the Bonds. Notwithstanding anything otherwise provided herein, the provisions of this Indenture relating to compensation and indemnification of the Trustee shall survive satisfaction and discharge of the Indenture. (b) The Issuer is hereby authorized to accept a certificate by the Trustee that the principal of, premium, if any, and interest due and payable upon all of the Bonds then Outstanding and all amounts required to be paid to the United States have been paid or such payment provided for in accordance with 600596.20211 \INDENTIJRE 32 Section 12.02 hereof as evidence of satisfaction of this Indenture, and upon receipt thereof shall deem this Indenture discharged. Section 12.02. Bonds Deemed to be Paid. (a) Bonds shall be deemed to be paid within the meaning of this fudenture when payment of the principal of and the applicable premium, if any, on such Bonds, plus interest thereon to the due date thereof (whether such due date be by reason of maturity or upon redemption as provided in this fudenture, or otherwise), either (i) shall have been made or caused to be made in accordance with the terms thereof, or (ii) shall have been provided for by depositing with the Trustee, in trust and irrevocably set aside exclusively for such payment (1) moneys sufficient to make such payment or (2) non-callable Government Securities maturing as to principal and interest in such amount and at such times as will insure the availability of sufficient moneys to make such payment. Bonds shall also be deemed paid if the Bond certificate(s) are surrendered to the Bank as paying agent, accompanied by a written communication from the registered Owner waiving payment and directing that they be cancelled without actual payment. At such time as a Bond shall be deemed to be paid hereunder, as aforesaid, it shall no longer be secured by or entitled to the benefits of this Indenture, except for the purposes of any such payment from such moneys or Governmf;nt Securities. As a condition to the Bonds being deemed paid, the Trustee shall have received an opinion of Bond Counsel to the effect that the conditions of this Section have been satisfied. (b) Notwithstanding the foregoing, in the case of the redemption of Bonds which by their terms may be redeemed prior to the stated maturities thereof, no deposit under clause (ii) of the immediately preceding paragraph shall be deemed a payment of such Bonds as aforesaid until proper notice of such redemption shall have been given in accordance with Article III of this Indenture or irrevocable instructions shall have been given to the Trustee to give such notice. (c) Notwithstanding any provision of any other Section of this fudenture which may be contrary to the provisions of this Section, all moneys or Government Securities set aside and held in trust pursuant to the provisions of this Section for the payment of Bonds (including premium thereon, if any) and interest thereon shall be applied to and used solely for the payment of the particular Bonds (including premium thereon, if any) and interest thereon with respect to which such moneys and Government Securities have been so set aside in trust. ARTICLEXID MISCELLANEOUS PROVISIONS Section 13.01. Consents and Other Instruments by Owner(s) of Bonds. (a) Any consent, request, direction, approval, objection or other instrument required by this Indenture to be signed and executed by the Owner(s) of Bonds may be in any number of concurrent writings of similar tenor and may be signed or executed by such Owner(s) of Bonds in person or by agent appointed in writing. Proof of the execution of any such instrument or of the writing appointing any such agent and of the ownership of Bonds, if made in the following manner, shall be sufficient for any of the purposes of this Indenture, and shall be conclusive in favor of the Trustee with regard to any action taken, suffered or omitted under any such instrument, namely: ( 1) The fact and date of the execution by any person of any such instrument may be proved by the certificate of any officer in any jurisdiction who by law has power to take acknowledgments 600596.20211 \INDENTURE 33 within such jurisdiction that the person signing such instrument acknowledged before him the execution thereof, or by affidavit of any witness to such execution. (2) The fact of ownership of Bonds and the amount or amounts, number and other identification of such Bonds, and the date of holding the same shall be proved by the registration books of the Issuer maintained by the Trustee. (b) In determining whether the Owner(s) of Bonds owning the requisite principal amount of Bonds Outstanding have given any request, demand, authorization, direction, notice, consent or waiver under this Indenture, Bonds owned by the Tenant or any affiliate of the Tenant shall be disregarded and deemed not to be Outstanding under this Indenture, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Bonds which the Trustee knows to be so owned shall be so disregarded. For purposes of this paragraph, the word "affiliate" means any person directly or indirectly controlling or controlled by or under direct or indirect common control with the Tenant; and for the purposes of this defmition, "control" means the power to direct the management and policies of such person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise. Notwithstanding the foregoing, Bonds so owned which have been pledged in good faith shall not be disregarded as aforesaid if the pledgee establishes to the satisfaction of the Trustee the pledgee's right so to act with respect to such Bonds and that the pledgee is not the Tenant or any affiliate of the Tenant. Section 13.02. Limitation of Rights Under the Indenture. With the exception of rights herein expressly conferred, nothing expressed or mentioned in or to be inferred from this Indenture or the Bonds is intended or shall be construed to give any person other than the parties hereto, and the Owner(s) of Bonds, any right, remedy or claim under or with respect to this Indenture, and all of the covenants, conditions and provisions hereof being intended to be and being for the sole and exclusive benefit of the parties hereto, the Tenant and the Owner(s) of Bonds as herein provided. Section 13.03. Notices. Any notice, request, complaint, demand or other communication required or desired to be given or filed under this Indenture shall be in writing and shall be deemed duly given or filed if the same shall be duly mailed by registered or certified mail, postage prepaid, to the Notice Representative. All notices given by certified or registered mail as aforesaid shall be deemed duly given as of the date they are so mailed. A duplicate copy of each notice, certificate or other communication given hereunder by either the Issuer or the Tenant to the other shall also be given to the Trustee. The Issuer, the Trustee and the Tenant may from time to time designate, by notice given hereunder to the others of such parties, such other address to which subsequent notices, certificates or other communications shall be sent. Section 13.04. Suspension of Mail Service. If, because of the temporary or permanent suspension of regular mail service or for any other reason, it is impossible or impractical to mail any notice in the manner herein provided, then such other form of notice as shall be made with the approval of the Trustee shall constitute a sufficient notice. 600596.20211 \INDENTURE 34 Section 13.05. Severability. If any provision of this Indenture shall be held or deemed to be invalid, inoperative or unenforceable as applied in any particular case in any jurisdiction or jurisdictions or in all jurisdictions, or in all cases because it conflicts with any other provision or provisions hereof or any constitution or statute or rule of public policy, or for any other reason, such circumstances shall not have the effect of rendering the provision in question inoperative or unenforceable in any other case or circumstance, or of rendering any other provision or provisions herein contained invalid, inoperative or unenforceable to any extent whatever. Section 13.06. Execution in Counterparts. This Indenture may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. Section 13.07. Governing Law. This Indenture shall be governed exclusively by and construed in accordance with the applicable laws of the State. Section 13.08. Electronic Transactions. The transaction described herein may be conducted and related documents may be stored by electronic means. Copies, telecopies, facsimiles, electronic files and other reproductions of original executed documents shall be deemed to be authentic and valid counterparts of such original documents for all purposes, including the filing of any claim, action or suit in the appropriate court of law. [BALANCE OF THIS PAGE INTENTIONALLY LEFT BLANK] 600596.20211\INDENTURE 35 IN WITNESS WHEREOF, the Issuer has caused this Indenture to be signed by an authorized official, such signature to be attested by an authorized officer and its official seal to be applied. [SEAL] STATE OF KANSAS COUNTY OF SALINE ) ) SS: ) CITY OF SALINA, KANSAS "ISSUER" ACKNOWLEDGMENT 4 +\-\ This instrument was acknowledged before me on the ___ day of November, 2021 by Melissa Rose Hodges as Mayor of the City of Salina, Kansas, a municipal corporation of the State of Kansas. [SEAL] My Appointment Expires: 600596.20211 \INDENTURE ASHLEY RUSSELL My Appointment Expires August 30, 2022 j· Ctl ~t~ (Issuer Signature Page to Trust Indenture) IN WITNESS WHEREOF, and to evidence its acceptance of the trusts hereby created, the Trustee has caused this Indenture to be signed in its name and behalf and such signature to be attested by its duly authorized officers, and its corporate seal to be applied, all as of the date first above written. BOKF,N.A. Kansas City, Missouri, as Trustee By: V\kJ.u~ Name: Wendee I. Peres Title: Vice President and Trust Officer "TRUSTEE" ACKNOWLEDGMENT STATE OF M i~on· ) \ ) ss. COUNTY OF <l~c.JlSD1.A. ) This instrument was acknowledged before me on the 4~ day of N o v e m b e r , 202 1, by Wendee I. Peres, Vice President and Trust Officer of BOKF, N.A., a banking corporation or association organized under the laws of the United States of America or one ofth states thereof. [SEAL] LAVONNE MEYER NOTARY PUBLIC-NOTARY SEAL STATE OF MISSOURI MY COMMISSION EXPIRES AUGUST 10, 2025 JACKSON COUNTY COMMISSION #21636260 My Appointment Expires: i / 10 ( l02.5 600596.20211 \INDENTURE (Trustee Signature Page to Trust Indenture) APPENDIX A FORM OF BONDS FACE OF THE BOND THIS BOND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE. NO TRANSFER, SALE, ASSIGNMENT OR HYPOTHECATION OF THIS SECURITY SHAU BE MADE. THE TRUSTEE SHALL BE CONSIDERED UNDER "STOP TRANSFER" ORDERS FOR ALL TRANSFERS OF BONDS UNLESS: (1) THERE SHALL HAVE BEEN DELNERED TO THE ISSUER, THE TENANT AND THE TRUSTEE PRIOR TO THE TRANSFER, SALE ASSIGNMENT OR HYPOTHECATION AN OPINION OF NATIONALLY RECOGNIZED BOND OR SECURITIES COUNSEL, SATISFACTORY TO THE ISSUER, THE TENANT AND THE BANK, TO THE EFFECT THAT REGISTRATION UNDER THE SECURITIES ACT OF 1933 AND REGISTRATION UNDER ANY APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED; OR (2) THERE SHALL BE A REGISTRATION STATEMENT IN EFFECT UNDER THE SECURITIES ACT OF 1933 AND UNDER ANY APPLICABLE STATE SECURITIES LAWS REQUIRING A STATE-LEVEL REGISTRATION STATEMENT WITH RESPECT TO THE TRANSFER, ASSIGNMENT, SALE OR HYPOTHECATION, AND, IN THE CASE OF BOTH (1) AND (2), THERE SHALL HAVE BEEN COMPLIANCE WITH ALL APPLICABLE STATE AND FEDERAL SECURITIES LAWS AND ALL APPLICABLE RULES AND REGULATIONS THEREUNDER. THE TRUSTEE SHALL NOT TRANSFER THIS BOND EXCEPT IN ACCORDANCE WITH THIS LEGEND AND THE CORRELATIVE PROVISIONS OF THE INDENTURE. THIS SERIES 2021 BOND IS NOT AN OBLIGATION ON WHICH THE INTEREST IS EXCLUDABLE FROM GROSS INCOME UNDER SECTION 103 OF THE INTERNAL REVENUE CODE OF THE UNITED STATES OF AMERICA, AS AMENDED. THE OWNER OF THIS SERIES 2021 BOND SHOULD NOT REGARD THE INTEREST HEREON AS BEING EXEMPT FROM FEDERAL INCOME TAXATION. No. __ _ Interest Rate: UNITED STATES OF AMERICA STATE OF KANSAS COUNTY OF SALINE CITY OF SALINA, KANSAS TAXABLE INDUSTRIAL REVENUE BOND SERIES2021 (GREAT PLAINS PROJECT) Maturity Date: Dated Date: CUSIP: Registered Owner: ________________ _ Principal Amount: _______________ .Dollars $ __ The City of Salina, Kansas, a body politic and corporate, incorporated as a city of first class of the State of Kansas (the "Issuer"), for value received, promises to pay, but solely from the sources hereinafter 600596.20211 \INDENTURE A-1 referred to, to the Registered Owner identified above, or registered assigns, the principal sum identified above on the Maturity Date shown above, unless called for redemption prior to said Maturity Date and to pay interest thereon at the Interest Rate per annum shown above ( computed on the basis of a 360-day year of twelve 30-day months), from the Dated Date shown above, or from the most recent date to which interest has been paid or duly provided for, payable annually on December 31 of each year, commencing December 31, 2021 (the "Interest Payment Dates"), until the Principal Amount has been paid. The principal or redemption price of this Bond shall be paid at maturity or upon earlier redemption to the person in whose name this Bond is registered at the maturity or redemption date thereof, upon presentation and surrender of this Bond at the principal corporate trust office or other designated office of BOKF, N.A. in Kansas City, Missouri (the "Paying Agent" and "Trustee"). 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 Trustee 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 of 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 any Owner of $500,000 or more in aggregate principal 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 Indenture. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the hereinafter defined Indenture. This Bond certificate evidences ownership of a part of a duly authorized series of Bonds of the Issuer designated " City of Salina, Kansas Taxable Industrial Revenue Bonds, Series 2021 (Great Plains Project)," in the aggregate original principal amount not to exceed $20,000,000 (the "Series 2021 Bonds"), issued for the purpose of providing funds to pay the costs of the acquisition, renovation and equipping of a certain commercial facility (the "Project"), to be leased by the Issuer to GPM No. 2, LLC, a Kansas limited liability company (the "Tenant"), under the terms of a Project Lease dated as of November 1, 2021, between the Issuer and the Tenant (said Project Lease, as amended and supplemented from time to time in accordance with the provisions thereof, being herein called the "Project Lease"), all pursuant to the authority of and in conformity with the provisions, restrictions and limitations of the constitution and statutes of the State of Kansas, including particularly KS.A. 12-1740 et seq. and pursuant to proceedings duly had by the governing body of the Issuer. The Series 2021 Bonds are issued under and are equally and ratably secured and entitled to the protection of the Trust Indenture, dated as of November 1, 2021 ( said Trust Indenture, as amended and supplemented from time to time in accordance with the provisions thereof, being herein called the "Indenture"), between the Issuer and the Trustee. Subject to the terms and conditions set forth therein, the Indenture permits the Issuer to issue Additional Bonds (as defined therein) secured by the Indenture ratably and on a parity with the Series 2021 Bonds (the Series 2021 Bonds together with such Additional Bonds being herein referred to collectively as the "Bonds"). Reference is hereby made to the Indenture for a description of the provisions, among others, with respect to the nature and extent of the security for the Bonds, the rights, duties and obligations of the Issuer, the Trustee and the Owner(s) of Bonds, and the terms upon which the Bonds are issued and secured. 600596.20211 \INDENTURE A-2 The Series 2021 Bonds are subject to redemption prior to maturity at the option of the Issuer, upon instructions from the Tenant, on and after November 16, 2021, as a whole or in part on any date, at the redemption price of the par value of the principal amount thereof, without premium. When any Bonds are called for redemption as aforesaid, notice thereof identifying the Bonds to be redeemed will be given by mailing a copy of the redemption notice at least 30 days prior to the date fixed for redemption to the Owner of each Bond to be redeemed at the address shown on the registration books maintained by the Trustee; provided, however, that failure to give such notice by mailing as aforesaid, or any defect therein, shall not affect the validity of any proceedings for the redemption of Bonds. If less than all of the Outstanding Bonds of this series are called for redemption, Bonds shall be redeemed as directed in writing by the Tenant. Bonds of less than a full maturity shall be selected by the Trustee in such equitable manner as it may determine. All Bonds so called for redemption will cease to bear interest on the specified Redemption Date and shall no longer be secured by the Indenture and shall not be deemed to be Outstanding under the provisions of the Indenture. The Bonds and the interest thereon are limited obligations of the Issuer payable exclusively out of the Trust Estate under the Indenture, including but not limited to the rents, revenues and receipts under the Project Lease, and are secured by a pledge of the Project (including any Project Additions) as described in the Project Lease and a pledge and assignment of the Trust Estate, including all rentals and other amounts to be received by the Issuer under and pursuant to the Project Lease, all as provided in the Indenture. The Tenant will sublease the Project to Great Planis Manufacturing, Incorporated, a Kansas corporation (the "Subtenant") under a Sublease delivered concurrently with the Project Lease, pursuant to which the Subtenant assumes all of the obligations of the Tenant under the Project Lease. The Bonds and the interest thereon do not constitute a debt or general obligation of the Issuer, the State of Kansas or any municipal corporation thereof, and are not payable in any manner by taxation. The Bonds do not constitute an indebtedness within the meaning of constitutional or statutory debt limitations or restrictions. Pursuant to the provisions of the Project Lease, Basic Rent is to be paid by the Tenant directly to the Trustee for the account of the Issuer and deposited in a special trust account created by the Issuer and designated " City of Salina, Kansas Debt Service Fund (Great Plains Project)." No Owner of Bonds shall have the right to enforce the provisions of the Indenture or to institute action to enforce the covenants therein, or to take any action with respect to any event of default under the Indenture, or to institute, appear in or defend any suit or other proceedings with respect thereto, except as provided in the Indenture. In certain events, on the conditions, in the manner and with the effect set forth in the Indenture, the principal of all the Bonds issued under the Indenture and then Outstanding may become or may be declared due and payable prior to the stated maturity thereof, together with interest accrued thereon. Modifications or alterations of this Bond or the Indenture may be made only to the extent and under the circumstances permitted by the Indenture. This Bond certificate is transferable, as provided in the Indenture, only upon the registration books of the Issuer kept for that purpose at the above mentioned office of the Bond Registrar and Paying Agent by the Owner hereof in person or by his duly authorized attorney, upon surrender of this Bond together with a written instrument of transfer satisfactory to the Trustee duly executed by the Owner or such Owner's duly authorized attorney, and thereupon a new Bond certificate in the same aggregate principal amount, shall be issued to the transferee in exchange therefor as provided in the Indenture, and upon payment of the charges therein prescribed. The Tenant has agreed to pay as Additional Rent under the Project Lease all costs incurred in connection with the issuance, transfer, exchange, registration, redemption or payment of the Bonds except (a) the reasonable fees and expenses in connection with the replacement of certificates mutilated, stolen, lost or destroyed or (b) any tax or other governmental charge imposed in relation to the transfer, exchange, registration, redemption or payment of the Bonds. The Issuer, the Trustee and any 600596.20211 \INDENTURE A-3 Paying Agent may deem and treat the person in whose name this Bond certificate is registered as the absolute Owner hereof for the purpose of receiving payment of, or on account of, the principal or redemption price hereof and interest due hereon and for all other purposes. This Bond certificate shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Indenture until the Certificate of Authentication hereon shall have been executed by the Trustee. IT IS HEREBY CERTIFIED AND DECLARED that all acts, conditions and things required to exist, happen and be performed precedent to and in the execution and delivery of the Indenture and the issuance of the Bonds do exist, have happened and have been performed in due time, form and manner as required by law. IN WITNESS WHEREOF, Issuer has caused this Bond certificate to be executed in its name by the manual or facsimile signature of its Mayor and attested by the manual or facsimile signature of its City Clerk and its official seal to be affixed hereto or imprinted hereon, and has caused the Bonds to be dated as of November 16, 2021. (Facsimile Seal) ATTEST: City Clerk CITY OF SALINA, KANSAS By: __________ _ Mayor (FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION) This Bond certificate evidences ownership of the City of Salina, Kansas Taxable Industrial Revenue Bonds, Series 2021 (Great Plains Project), as described herein and in the within-mentioned Trust Indenture. The date of authentication of this Bond is _______ _ 600596.20211 \INDENTURE A-4 BOKF,N.A. Kansas City, Missouri, Trustee By: ___________ _ Authorized Signature (FORM OF ASSIGNMENT) For value received, the undersigned hereby sells, assigns and transfers unto Print or Type Name and Address of Transferee the Bonds represented by this certificate and all rights thereunder, and hereby authorizes the transfer of the within Bond on the books kept by the Bond Registrar and Paying Agent for the registration and transfer of Bonds. Dated: ______ _ [Seal of Bank] NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within Bond in every particular. Signature Guaranteed By: (Name of Eligible Guarantor Institution) By: ___________ _ Title: _________ _ Signature must be guaranteed by an eligible guarantor institution as defined by S.E.C. Rule l7 Ad-15 (17 C.F.R. 240. 17-Ad-15) TIDS BOND MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE APPLICABLE PROVISIONS OF THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, OR IN A TRANSACTION EXEMPT FROM THE APPLICATION OF FEDERAL AND STATE SECURITIES LAWS. 600596.20211 \INDENTURE A-5 600596.20211\SITELEASE v.2 SITE LEASE BY AND BETWEEN GPM NO. 2, LLC As Lessor AND CITY OF SALINA, KANSAS As Lessee DATED AS OF NOVEMBER 1, 2021 GILMORE & BELL, P.C. 10/19/2021 Section 1.1. Section 1.2. Section 2.1. Section 2.2. Section 2.3. Section 2.4. Section 2.5. Section 2.6. Section 2. 7. Section 3.1. Section 3.2. Section 3.3. Section 4.1. Section 4.2. Section 5.1. Section 5.2. Section 5.3. Section 5.4. Section 5.5. Section 6.1. Section 6.2. Section 6.3. SITE LEASE TABLE OF CONTENTS Parties ..................................................................................................................................... 1 Recitals ................................................................................................................................... 1 ARTICLE I Representation and Covenants of Lessor ...................................................................... 1 Representations and Covenants by the Issuer. ............................................................... 2 ARTICLE II Grant of Leasehold ........................................................................................................ 2 Consideration ................................................................................................................. 2 Impositions .................................................................................................................... 2 Contest of Impositions ................................................................................................... 3 Assignment and Sublease .............................................................................................. 3 Use of Real Property ..................................................................................................... 3 Covenant Against Other Assignments ........................................................................... 3 ARTICLE III Improvements ................................................................................................................ 3 Mechanic's Liens ........................................................................................................... 3 Contest of Liens ............................................................................................................. 3 ARTICLE IV Indemnity ....................................................................................................................... 4 Access to Real Property ................................................................................................. 4 ARTICLEV Non-Disturbance of Leasehold Interest ........................................................................ .4 Release of Leasehold Interest. ....................................................................................... 4 Notices ........................................................................................................................... 4 Rights and Remedies ..................................................................................................... 4 Waiver ........................................................................................................................... 4 ARTICLE VI Purpose of Site Lease .................................................................................................... 4 Lirrritation of Liability ................................................................................................... 5 Amendments .................................................................................................................. 5 600596.20211\SITELEASE v.2 Section 7.1. Section 7.2. Section 7.3. Section 7.4. Section 7 .5. ARTICLE VII Construction and Enforcement ...................................................................................... 5 Partial Invalidity ............................................................................................................ 5 Binding Effect ............................................................................................................... 5 Section Headings ........................................................................................................... 5 Execution of Counterparts; Electronic Transactions ..................................................... 5 Signatures ............................................................................................................................... 6 600596.20211\SITELEASE v.2 ii SITE LEASE THIS SITE LEASE entered into as of November 1, 2021 between GPM No. 2, LLC, a Kansas limited liability company (the "Lessor") and the City of Salina, Kansas a municipal corporation incorporated as a city of the first class under the laws of the State of Kansas (the "Issuer"); WITNESSETH: WHEREAS, Lessor has requested that the Issuer issue its Taxable Industrial Revenue Bonds, Series 2021 (Great Plains Project) (the "Bonds") under and pursuant to K.S.A. 12-1740 et seq., as amended (the "Act"), for the purpose of financing the acquisition, renovation and equipping of a commercial facility (the "Improvements"), which Bonds shall be issued and secured under the provisions of a certain Ordinance duly enacted by the Issuer and a certain Trust Indenture dated as of November 1, 2021 (the "Indenture") entered into between the Issuer and BOKF, N.A., as Trustee; and WHEREAS, the Improvements are to be constructed and installed on a tract of land (the "Real Property") more specifically described in Schedule I attached hereto, which property is owned by the Lessor; and WHEREAS, the Project, consisting of the leasehold under this Site Lease and the Improvements located on the Real Property shall be leased by the Issuer to the Lessor, as Tenant, under and pursuant to a certain Lease dated as of November 1, 2021 (the "Project Lease"); and WHEREAS, in consideration of the issuance of the Bonds by the Issuer and the execution and delivery by the Issuer of the Project Lease, the Lessor is willing to lease the Real Property to provide the Issuer a leasehold interest in the Real Property; and WHEREAS, the Lessor will not take any action to disturb, alter, avoid or set aside the leasehold interest of the Issuer created under this Site Lease as long as the Bonds are outstanding; THEREFORE, in consideration of the mutual covenants and agreements contained herein, the sufficiency of which consideration is hereby acknowledged, the Lessor and the Issuer agree as follows: ARTICLE I Section 1.1. Representation and Covenants of Lessor. The Lessor makes the following representations and covenants: (a) It is a Kansas limited liability company duly authorized and qualified to do business in the state of Kansas (the "State"), with lawful power and authority to enter into this Site Lease, acting by and through a designated signatory. (b) It (1) shall maintain its authority to do business in the State, and (2) shall not initiate any proceedings to liquidate without providing written notice to the Issuer and the Trustee. (c) To the knowledge of the Lessor, neither the execution nor delivery of this Site Lease, the consummation of the transactions contemplated hereby or by the Indenture, nor the fulfillment of or compliance with the terms and conditions of this Site Lease contravenes any provisions of its articles of organization and operating agreement, or conflicts with or results in a material breach of the terms, 600596.20211\SITELEASE v.2 conditions or provisions of any mortgage, debt, agreement, indenture or instrument to which it is a party or by which it is bound, or to which it or any of its properties is subject, or would constitute a default (without regard to any required notice or the passage of any period of time) under any of the foregoing or would result in the creation or imposition of any lien, charge or encumbrance whatsoever upon any of its property or assets under the terms of any mortgage, debt, agreement, indenture or instrument, or violates any existing law, administrative regulation or court order or consent decree to which it is subject. ( d) This Site Lease constitutes a legal, valid and binding obligation, enforceable against it in accordance with its terms. Section 1.2. Representations and Covenants by the Issuer. The Issuer represents, covenants and warrants, to the best of its knowledge and belief, as follows: (a) It is a municipal corporation duly incorporated and existing as a city of the first class under the constitution and laws of the State. Under the provisions of the Act, the Issuer has the power to enter into and perform the transactions contemplated by this Site Lease and the Project Lease and to carry out its obligations hereunder and thereunder. (b) It has not, in whole or in part, assigned, leased, hypothecated or otherwise created any other interest in, or disposed of, or caused or permitted any lien, claim or encumbrance to be placed against its interest in, the Real Property, except for the pledge of its leasehold interest in the Real Property under this Site Lease to the payment of the Bonds. ( c) Except as otherwise provided herein or in the Indenture, it will not during the Site Lease Tenn, in whole or in part, assign, lease, hypothecate or otherwise create any other interest in, or dispose of, or cause or permit any lien, claim or encumbrance to be placed against its interest in the Real Property, except for the pledge of the Project pursuant to the Indenture. ( d) It has duly authorized the execution and delivery of this Site Lease in connection with the execution and delivery of the Project Lease. ARTICLE II Section 2.1. Grant of Leasehold. Lessor, in consideration of the issuance of the Bonds and the contemporaneous execution and delivery of the Project Lease, hereby rents, leases and lets unto the Issuer, and the Issuer hereby rents, leases and hires from Lessor, upon and subject to the terms and conditions hereinafter set forth, the Real Property for a term commencing as of the date of this Site Lease and ending on December 31, 2032 (or such earlier date as the principal of, redemption premium, if any, and interest on all Outstanding Bonds is paid in full) (the "Site Lease Term"). Section 2.2. Consideration. The issuance of the Bonds and the contemporaneous execution and delivery of the Project Lease by the Issuer are the sole consideration to be received by the Lessor for the grant of this Site Lease. No cash rentals shall be payable hereunder. Section 2.3. Impositions. Lessor, as Tenant under the Project Lease, shall bear, pay and discharge, before the delinquency thereof, any and all taxes and assessments, general and special, which may be lawfully levied or assessed against or in respect of the Real Property, or any part thereof, or any improvements at any time erected thereon, and all water and sewer charges, assessments (including special assessments) and other similar governmental charges whatsoever, foreseen or unforeseen, which if not paid when due would encumber the fee simple title to the Real Property ("Impositions"). In the event any 600596.20211\SITELEASE v.2 2 Impositions may be lawfully paid in installments, Lessor shall be required to pay only such installments thereof as become due and payable during the term of this Site Lease, as and when the same become due and payable. Section 2.4. Contest of Impositions. Lessor, as Tenant under the Project Lease, shall have the right to contest the validity or amount of any Imposition by appropriate legal proceeding instituted at least ten days before the Imposition complained of becomes delinquent, on the condition that Lessor or its sublessee shall give Issuer written notice of its intention to do so and shall diligently prosecute any such contest, effectively stay or prevent official or judicial sale therefor, under execution or otherwise, and shall promptly pay any final judgment in forcing the Imposition so contested and thereafter secure record release or satisfaction thereof. Section 2.5. Assignment and Sublease. Issuer covenants that it will not, without Lessor's written consent, unless required by law, ordinance or the terms of the Project Lease or the Indenture, sell, assign, sublease or otherwise part with or encumber its interest in the Real Property at any time during the Site Lease Term, except that Issuer may sublease the Real Property to the Lessor as a part of property leased by the Issuer pursuant to the Project Lease. Section 2.6. Use of Real Property. Except as may be stated to the contrary in this Site Lease, Issuer shall have no right or authority with respect to the Real Property except to lease the Real Property pursuant to the Project Lease for use as provided therein. The parties will comply with all federal, state and local laws, regulations and requirements as to the manner of use or the condition of the Real Property, or of adjoining public ways, now or hereafter applicable to the Real Property, and Issuer shall comply with the mandatory requirements of all insurers under policies required to be carried under the provisions of the Project Lease. Section 2.7. Covenant Against Other Assignments. Neither party to this Site Lease shall assign or in any manner transfer its interest under this Site Lease, nor will it suffer or permit any assignment thereof by operation of law, except in accordance with the limitations, conditions and requirements set forth herein, and, to the extent applicable, the Indenture and the Project Lease. ARTICLE III Section 3.1. Improvements. Issuer shall have the right, from the proceeds of the Bonds, to construct on the Real Property, or in the air space above the Real Property, such building improvements as the Issuer from time to time may deem necessary or advisable in accordance with and subject to the provisions of the Project Lease. Section 3.2. Mechanic's Liens. Neither party to the Site Lease shall permit or suffer anything to be done whereby the Real Property, or any part thereof, may be encumbered by any mechanic's or other similar lien. If any mechanic's or other similar lien is filed against the Real Property, or any part thereof, the same shall be dealt with as provided in the Project Lease. Notice is hereby given that except to the extent payable from the proceeds of the Bonds issued concurrently with the execution and delivery of the Project Lease, the Issuer does not authorize or consent to the furnishing of any labor or materials to the Real Property and it shall not be liable for them. Section 3.3. Contest of Liens. In the event any mechanic's or other similar lien is filed against the Real Property, or any part thereof, the Issuer or the Lessor may contest such lien in the manner and as provided in the Project Lease. 600596.20211\SITELEASE v.2 3 ARTICLE IV Section 4.1. Indemnity. The Lessor shall indemnify the Issuer from any and all claims, demands, liabilities and costs, including attorney's fees, arising from damage or injury, actual or claimed, to property or persons occurring or allegedly occurring in, on or about the Project during the term hereof; provided, however, that the indemnity described in this section shall be subject in all respects to the provisions of the Project Lease. Section 4.2. Access to Real Property. The Issuer, for itself and its duly authorized representatives and agents, including the Tenant under the Project Lease and the Trustee under the Indenture, shall have the right to enter the Real Property at any reasonable time throughout the term of this Site Lease for the purposes of performing any work made necessary by reason of any Event of Default under the Project Lease, and, while an Event of Default (as defined therein) is continuing under the Project Lease, for the purpose of exhibiting the Real Property and the improvements constructed thereon to prospective purchasers, lessees or mortgagees. ARTICLEV Section 5.1. Non-Disturbance of Leasehold Interest. Lessor and the Issuer each covenant and agree with one another, that as long as the Issuer, its sublessee, their successors or assigns, shall continue to perform all obligations provided for in this Site Lease, including the discharge of all obligations and covenants hereunder, the Issuer, its assignee or sublessee shall have a leasehold interest in the Real Property, notwithstanding the occurrence of any Event of Default under the Project Lease until this Site Lease is terminated according to its terms. Section 5.2. Release of Leasehold Interest. Upon cancellation or termination of this Site Lease, the Issuer shall release its leasehold interest in the Real Property to Lessor as provided in the Project Lease. Section 5.3. Notices. All notices required to be given hereunder shall be given to the notice representative designated for each of the parties in the Project Lease. To be effective, notices required or desired to be given hereunder shall be given in the manner provided in the Project Lease. Section 5.4. Rights and Remedies. The rights and remedies reserved by the parties hereto, their successors and assigns and those provided by law shall be construed as cumulative and continuing rights and remedies. Section 5.5. Waiver. No waiver of any breach of any covenant or agreement contained in this Site Lease shall operate as a waiver of any subsequent breach of the same covenant or agreement or as a waiver of any breach of any other covenant or agreement, and in the event of a breach by either party of any covenant, agreement or undertaking, the nondefaulting party may nevertheless accept from the other any performance without in any way waiving its right to exercise any of its rights and remedies provided for herein or otherwise with respect to any other default. ARTICLE VI Section 6.1. Purpose of Site Lease. The parties acknowledge and agree that this Site Lease is executed and delivered concurrently with the execution and delivery of the Project Lease and the other 600596.20211 \S11'ELEASE v .2 4 documents and agreements executed in connection therewith and as a condition precedent thereto, and that the Trustee and the owners of the Bonds shall be deemed to be third party beneficiaries. Section 6.2. Limitation of Liability. The liability of Issuer under this Site Lease for any payments to be made to or for the account of Lessor is specifically limited, such that the Issuer shall have no liability beyond the value of the Real Property, the Project, or the rentals and receipts to be received by the Issuer under the Project Lease. Section 6.3. Amendments. This Site Lease may be amended or modified m the manner prescribed in the Project Lease with respect to amendments thereto. ARTICLE VII Section 7.1. Construction and Enforcement. This Site Lease shall be construed and enforced in accordance with the laws of the State of Kansas. The provisions of this Site Lease shall be applied and interpreted in accordance with the rules of interpretation set forth in the Project Lease. Words and terms used herein shall have the meanings set forth in the Project Lease if not expressly defmed in this Site Lease. Section 7 .2. Partial Invalidity. If for any reason any provision hereof shall be tenned to be invalid or unenforceable, such partial invalidity shall not affect the remainder of the provisions hereof. Section 7 .3. Binding Effect. The covenants, agreements and conditions herein shall be binding upon and inure to the benefit of the parties, their respective successors and assigns. Section 7.4. Section Headings. The section headings hereof are for the convenience of reference only and shall not be treated as a part of this Site Lease or as affecting the true meanings of the provisions hereof. Section 7.5. Execution of Counterparts; Electronic Transactions. This Site Lease may be executed simultaneously in multiple counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one instrument. The transaction described herein may be conducted and related documents may be stored by electronic means. Copies, telecopies, facsimiles, electronic files and other reproductions of original executed documents shall be deemed to be authentic and valid counterparts of such original documents for all purposes, including the filing of any claim, action or suit in the appropriate court of law. [balance of this page intentionally left blank] 600596.20211\SITELEASE v.2 5 IN WITNESS WHEREOF, the parties have executed this instrument as of the day and year first above written. STATE OF KANSAS ) ) SS: COUNTY OF SALINE ) GPM NO. 2, LLC By: J 111/o £ .iLJ!~ Name: Linda L. Salem Title: Manager ACKNOWLEDGMENT The foregoing instrument was acknowledged before me this e-tjl. day of November, 2021 by Linda L. Salem, Manager ofGPM No. 2, LLC, a Kansas limited liability company. ~ry ~ NOTARY PUBLIC STATE OF KANSAS Britta Dauer ~BRITT. Typed Name of Notary Public MY APPT. EXPIRES (SEAL) My Appointment Expires: I I "LESSOR" 600596.20211\SITELEASE v.2 (Lessor Signature Page to Site Lease) CITY OF SALINA, KANSAS By:_M_~ __ r?i_· -""--1'-=--=-----=c_:_____,,....,,._ __ Melissa Rose Hodges Mayor ACKNOWLEDGMENT STATE OF KANSAS ) ) SS: COUNTY OF SALINE ) Jl-\,h l / The foregoing instrument was acknowledged before me this :L day of N C>rexibr, 2021 by Melissa Rose Hodges, Mayor of the City of Salina, Kansas. 1 CL~-~ Notary Publk y Asb1 ~ <B, 1:Se..11 Typed N~ of Notary Public (SEAL) My Appointment Expires: "ISSUER" 600596.20211 \SITELEASE v.2 (Issuer Signature Page to Site Lease) SCHEDULE/ SCHEDULE I TO THE SITE LEASE DATED AS OF NOVEMBER 1, 2021, BETWEEN GPM NO. 2, LLC AND THE CITY OF SALINA, KANSAS PROPERTY SUBJECT TO LEASE (A) The following described real estate located in Saline County, Kansas, to wit: TRACT l: A TRACT OF LAND DESCRIBED AS THE NORTH 6 ACRES OF THE WEST HALF OF THE NORTHWEST QUARTER OF SECTION TWELVE (12), TOWNSHIP FIFTEEN (15) SOUTH, RANGE THREE (3) WEST OF THE SIXTH P.M., IN SALINE COUNTY, KANSAS, LESS U,S. HIGHWAY RIGHT-OF-WAY, MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE EAST RIGHT-OF-WAY LINE OF EXISTING U.S. HIGHWAY 81 AND THE NORTH LINE OF THE SAID NORTHWEST QUARTER, SAID POINT BEING ON AN ASSUMED BEARING OF SOUTH 89°40'52" EAST, 70.3 FEET FROM THE NORTHWEST CORNER OF SAID QUARTER SECTION: THENCE SOUTH 89°40'52" EAST ALONG THE NORTH LINE OF SAID QUARTER SECTION 1244.52 FEET TO THE NORTHEAST CORNER OF THE WEST HALF OF SAID QUARTER SECTION; THENCE SOUTH 00°00'56" ALONG THE EAST LINE OF THE WEST HALF OF SAID QUARTER SECTION, 198.78 FEET; THENCE NORTH 89°40'52" WEST, 1244.78 FEET TO THE EAST RIGHT-OF-WAY LINE OF EXISTING U.S. HIGHWAY 81; THENCE NORTH 00°05'20" EAST, ALONG SAID RIGHT-OF-WAY LINE, 198.78 FEET, MORE OR LESS, TO THE POINT OF BEGINNING, EXCEPT THE EXISTING HIGHWAY RIGHT-OF-WAY AND THE ABOVE DESCRIBED TRACT IS FURTHER SUBJECT TO THE NORTH 24.75 FEET NOW, AND TO BE USED FOR ROADWAY PURPOSES. TRACT 2: A TRACT OF LAND DESCRIBED AS THE WEST HALF OF THE NORTHWEST QUARTER, LESS THE NORTH 6 ACRES, OF SECTION TWELVE (12), TOWNSHIP FIFTEEN (15) SOUTH, RANGE THREE (3) WEST OF THE SIXTH P.M., IN SALINE COUNTY, KANSAS, LESS U,S. HIGHWAY RIGHT-OF-WAY, MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE EAST RIGHT-OF-WAY LINE EXISTING U.S., HIGHWAY 81 AND THE SOUTH LINE OF THE SAID NORTHWEST QUARTER, SAID POINT BEING ON AN ASSUMED BEARING OF SOUTH 89°43'31" EAST, 66.2 FEET FROM THE SOUTHWEST CORNER OF SAID QUARTER SECTION; THENCE NORTH 00°05'20" EAST ALONG SAID RIGHT-OF-WAY LINE, 2445.77 FEET; THENCE SOUTH 89°40'52" EAST, 1244.78 FEET TO THE POINT ON THE EAST LINE, 198.78 FEET SOUTH OF THE NORTHEAST CORNER OF THE WEST HALF OF SAID QUARTER SECTION; THENCE SOUTH 00°00'56" WEST ALONG THE EAST LINE OF THE WEST HALF OF SAID QUARTER SECTION 2444.82 FEET TO THE SOUTHEAST CORNER OF THE WEST HALF OF SAID QUARTER SECTION; THENCE NORTH 89°43'31" WEST, ALONG THE SOUTH LINE OF SAID QUARTER SECTION 1247.9 FEET, MORE OR LESS, TO THE POINT OF BEGINNING, EXCEPT EXISTING HIGHWAY RIGHT-OF-WAY. TRACT 3: A TRACT OF LAND DESCRIBED AS THE EAST HALF OF THE NORTHWEST QUARTER OF SECTION TWELVE (12), TOWNSHIP FIFTEEN (15) SOUTH, RANGE THREE (3) WEST OF THE SIXTH P.M., IN SALINE COUNTY, KANSAS, LESS UNION PACIFIC RAILROAD RIGHT-OF- W A Y, MORE PARTICULARLY DESCRIBED AS FOLLOWS: 600596.20211\SITELEASE v.2 S-1 BEGINNING AT THE INTERSECTION OF THE WEST RIGHT-OF-WAY LINE OF EXISTING UNION PACIFIC RAILROAD AND THE NORTH LINE OF THE SAID NORTHWEST QUARTER, SAID POINT BEING ON AN ASSUMED BEARING OF THE NORTH 89°40'52" WEST, 12.06 FEET FROM THE NORTHEAST CORNER OF SAID QUARTER SECTION; THENCE SOUTH 00°02'40" WEST, ALONG SAID RIGHT-OF-WAY LINE, 2642.59 FEET TO A POINT ON THE SOUTH LINE, 12.67 FEET WEST OF THE SOUTHEAST CORNER OF SAID QUARTER SECTION; THENCE NORTH 89°43'31" WEST ALONG SAID SOUTH LINE, 1301.43 FEET TO THE SOUTHWEST CORNER OF THE EAST HALF IF SAID QUARTER SECTION; THENCE NORTH 00°00'56" EAST ALONG THE WEST LINE OF THE EAST HALF OF SAID QUARTER SECTION, 2643.60 FEET TO THE NORTHWEST CORNER OF THE EAST HALF OF SAID QUARTER SECTION; THENCE SOUTH 89°40'52" EAST ALONG THE NORTH LINE OF SAID QUARTER SECTION, 1302.76 FEET, MORE OR LESS, TO THE POINT OF BEGINNING, EXCEPT THE EXISTING UNION PACIFIC RAILROAD RIGHT-OF-WAY. THE ABOVE DESCRIBED TRACT IS FURTHER SUBJECT TO THE NORTH 24. 75 FEET NOW, AND TO BE USED FOR ROADWAY PURPOSES AND AN EASEMENT TO THE KANSAS POWER AND LIGHT COMPANY FOR HIGH PRESSURE GAL LINE ALONG THE EAST LINE OF THE DESCRIBED TRACT. SAID DESCRJPTION WERE FURNISHED BY PROPERTY PLAN NO, A231EN-2 DATED AUGUST 4, 1970 BEING THE SAME PROPERTY CONVEYED TO GRANTOR BY WESTINGHOUSE ELECTRIC CORPORATION, DATED FEBRUARY 11, 1983 RECORDED IN OFFICIAL RECORDS OF SALINE COUNTY IN BOOK 334, PAGE 316. LESS AND EXCEPT: THAT PORTION OF LAND CONVEYED FROM GRANTOR TO THE CITY OF SALINA, KANSAS DA TED MARCH 20, 2003 RECORDED IN OFFICIAL RECORDS OF SALINE COUNTY IN BOOK 1039, PAGE 1925, MORE PARTICULARLY DESCRIBED AS FOLLOWS: A TRACT OF LAND IN THE NORTHWEST QUARTER OF SECTION TWELVE (12), TOWNSHIP FIFTEEN (15) SOUTH, RANGE THREE (3) WEST OF THE SIXTH (6TH) PRINCIPAL MERIDIAN, SALINE COUNTY, KANSAS, MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHWEST CORNER OF SAID QUARTER SECTION; THENCE ON AN ASSUMED BEARING OF SOUTH 89°43'35" EAST, A DISTANCE OF SEVENTY AND THIRTY HUNDREDTHS (70.30) FEET ALONG THE NORTH LINE OF SAID QUARTER SECTION TO THE EASTERLY RIGHT-OF-WAY LINE OF NINTH STREET; THENCE SOUTH 00°01'02" EAST, A DISTANCE OF FORTY-FIVE (45 AND NO HUNDREDTHS (45.00) FEET ALONG SAID EASTERLY RIGHT-OF-WAY LINE TO THE SOUTHERLY RIGHT-OF-WAY LINE OF WATERWELL ROAD AND THE POINT OF BEGINNING; THENCE S 00°01'02" EAST A DISTANCE OF THIRTY AND FORTY-FOUR HUNDREDTHS (30.44) FEET CONTINUING ALONG SAID EASTERLY RIGHT-OF-WAY LINE OF NINTH STREET; THENCE NORTH 77°51'04" EAST, A DISTANCE OF FORTY-FIVE AND SEVENTY-FIVE HUNDREDTHS (45.75) FEET; THENCE SOUTH 89°43'35" EAST, A DISTANCE OF TWO HUNDRED FORTY-SIX AND SIX HUNDREDTHS (246.06 FEET); THENCE NORTH 20°31'48" EAST, A DISTANCE OF TWENTY- ONE AND NINETY-FIVE HUNDREDTHS (21.95) FEET TO A POINT ON SAID SOUTHERLY RIGHT-OF-WAY LINE OF WATERWELL ROAD; THENCE NORTH 89°43'35" WEST, A DISTANCE OF TWO HUNDRED NINETY-EIGHT AND FIFTY HUNDREDTHS 298.50 FEET ALONG SAID SOUTHERLY RIGHT-OF-WAY LINE TO THE POINT OF BEGINNING. THE ABOVE DESCRIBED TRACT OF LAND CONTAINS 0.14 ACRES, MORE OR LESS. said real property constituting the "Real Property" as referred to in the Site Lease, subject to Permitted Encumbrances 600596.20211\SITELEASE v.2 S-2 600596.20211 \PROJECT LEASE v .3 CITY OF SALINA, KANSAS AS ISSUER AND GPM NO. 2, LLC AS TENANT PROJECT LEASE DATED AS OF NOVEMBER 1, 2021 NOT TO EXCEED $20,000,000 TAXABLE INDUSTRIAL REVENUE BONDS SERIES2021 (GREAT PLAINS PROJECT) GILMORE & BELL, P.C. 10/19/2021 Section 1.1. Section 1.2. Section 1.3. Section 2.1. Section 3.1. Section 3.2. Section 3.3. Section 3.4. Section 3.5. Section 3.6. Section 4.1. Section 5.1. Section 5.2. Section 5.3. Section 5.4. Section 5.5. Section 5.6. Section 5. 7. Section 5.8. Section 5.9. Section 5.10. Section 6.1. Section 6.2. Section 6.3. PROJECT LEASE TABLE OF CONTENTS ARTICLE I Definitions ..................................................................................................................... 1 Representations and Covenants by the Tenant. ............................................................. 5 Representations and Covenants by the Issuer.. .............................................................. 6 ARTICLE II Granting of Leasehold ................................................................................................... 7 ARTICLE III Basic Rent. ..................................................................................................................... 7 Additional Rent. ............................................................................................................ 7 Rent Payable Without Abatement or Setoff. ................................................................. 7 Prepayment of Basic Rent. ............................................................................................ 7 Deposit of Rent by the Trustee ...................................................................................... 8 Acquisition of Bonds ..................................................................................................... 8 ARTICLE IV Disposition of Original Proceeds; Project Fund ............................................................ 8 ARTICLEV Acquisition of Interest in Real Property and Improvements ......................................... 8 Project Contracts ........................................................................................................... 9 Payment of Project Costs for Buildings and Improvements .......................................... 9 Payment of Project Costs for Machinery and Equipment. ............................................ 9 Completion of Project. ................................................................................................ 10 Deficiency of Project Fund .......................................................................................... 10 Right of Entry by the Issuer and the Trustee ............................................................... 10 Machinery and Equipment Purchased by the Tenant. ................................................. 10 Project Property of the Issuer ...................................................................................... 10 Kansas Retailers' Sales Tax ......................................................................................... 10 ARTICLE VI Insurance Requirements .............................................................................................. 11 General Insurance Provisions ...................................................................................... 11 Evidence of Title ......................................................................................................... 12 600596.20211\PROJECT LEASE v.3 Section 7.1. Section 7.2. Section 7 .3. Section 7.4. Section 8.1. Section 8.2. Section 9.1. Section 9.2. Section 9.3. Section 9.4. Section 9.5. Section 10.1. Section 10.2. ARTICLE VII Impositions .................................................................................................................. 12 Receipted Statements .................................................................................................. 12 Contest of Impositions ................................................................................................. 12 Ad V alorem Taxes ....................................................................................................... 12 AR TI CLE VIII Use of Project. .............................................................................................. .-.............. 13 Environmental Provisions ........................................................................................... 13 ARTICLE IX Sublease by the Tenant ................................................................................................ 15 Assignment by the Tenant. .......................................................................................... 15 Release of the.Tenant. ................................................................................................. 15 Mergers and Consolidations ........................................................................................ 15 Covenant Against Other Assignments ......................................................................... 15 ARTICLEX Repairs and Maintenance ............................................................................................ 16 Removal, Disposition and Substitution of Machinery or Equipment .......................... 16 ARTICLE XI Section 11.1. Alteration of Project. ................................................................................................... 16 ARTICLE XII Section 12.1. Additional Improvements ............................................................................................ 16 ARTICLE XIII Section 13.1. Section 13.2. Section 13.3. Section 13.4. Securing of Permits and Authorizations ...................................................................... 17 Mechanic's Liens ......................................................................................................... 17 Contest of Liens ........................................................................................................... 17 Utilities ........................................................................................................................ 17 ARTICLE XIV Section 14.1. Indemnity ..................................................................................................................... 18 ARTICLE XV Section 15.1. Access to Project. ........................................................................................................ 18 ARTICLE XVI Section 16.1. Option to Extend Basic Term ...................................................................................... 18 600596.20211\PROJECT LEASE v.3 ii Section 17.1. Section 17.2. Section 17.3. Section 17.4. Section 17 .5. Section 17.6. Section 17.7. Section 17.8. Section 17.9. Section 17.10. Section 18.1. Section 18.2. Section 18.3. ARTICLE XVII Option to Purchase Project. ......................................................................................... 19 Quality of Title and Purchase Price ............................................................................. 19 Closing of Purchase ..................................................................................................... 19 Effect of Failure to Complete Purchase ....................................................................... 20 Application of Condemnation A wards if the Tenant Purchases Project. .................... 20 Option to Purchase Unimproved Portions of Real Property ........................................ 20 Quality of Title -Purchase Price ................................................................................. 20 Closing of Purchase ..................................................................................................... 21 Effect of Release on Lease .......................................................................................... 21 Effect of Failure to Complete Purchase ........................ ,. .............................................. 21 ARTICLE XVIII Damage and Destruction .................... ,. ........................................................................ 21 Condemnation ............................................................................................................. 22 Effect of Tenant's Defaults .......................................................................................... 23 ARTICLE XIX Section 19.1. Change of Circumstances ............................................................................................ 23 ARTICLE XX Section 20.1. Section 20.2. Section 20.3. Remedies on Default. .................................................................................................. 23 Survival of Obligations ............................................................................................... 24 No Remedy Exclusive ................................................................................................. 25 ARTICLEXXI Section 21.1. Performance of the Tenant's Obligations by the Issuer. .............................................. 25 ARTICLE XXII Section 22.1. Surrender of Possession ............................................................................................... 25 ARTICLE XXIII Section 23.1. Notices ......................................................................................................................... 25 Section 24.1. Section 24.2. Section 25.1. Section 25.2. Section 25.3. ARTICLE XXIV Triple-Net Lease .......................................................................................................... 26 Funds Held by the Trustee After Payment of Bonds ................................................... 26 ARTICLEXXV Rights and Remedies ................................................................................................... 26 Waiver of Breach ......................................................................................................... 26 The Issuer Shall Not Unreasonably Withhold Consents and Approvals ..................... 26 600596.20211\PROJECT LEASE v.3 111 Section 26.1. Section 26.2. Section 26.3. Section 26.4. ARTICLE XXVI The Issuer May Not Release Interest without Tenant Consent. .................................. 27 Quiet Enjoyment and Possession ................................................................................. 27 Intentionally Omitted .................................................................................................. 27 Issuer's Obligations Limited ........................................................................................ 27 ARTICLE XXVII Section 27.1. Investment Tax Credit; Depreciation .......................................................................... 27 Section 28.1. Section 28.2. Section 28.3. Section 28.4. Section 28.5. Section 28.6. Section 28.7. Section 28.8. ARTICLE XXVIII Amendments ................................................................................................................ 28 Granting of Easements ................................................................................................ 28 Security Interests ......................................................................................................... 28 Construction and Enforcement. ................................................................................... 29 Invalidity of Provisions of Project Lease .................................................................... 29 Covenants Binding on Successors and Assigns .......................................................... 29 Section Headings ......................................................................................................... 29 Execution of Counterparts; Electronic Transactions ................................................... 29 Signatures and Acknowledgments .................................................................................................................... 30 Appendix A, Form of Requisition for Payment of Project Costs ................................................................... A-1 Appendix B, Form of Certificate of Completion ............................................................................................ B-1 Schedule I, Description of Property ................................................................................................................. S-1 600596.20211\PROJECT LEASE v.3 iv PROJECT LEASE THIS PROJECT LEASE, made and entered into as of November 1, 2021 between the City of Salina, Kansas (the "Issuer"), and GPM No. 2, LLC, a Kansas limited liability company (the "Tenant"). WITNESSETH: WHEREAS, the Issuer is a municipal corporation incorporated as a city of the first class, duly organized and existing under the laws of the State, with full lawful power and authority to enter into this Project Lease by and through its governing body; and WHEREAS, the Issuer, in furtherance of the purposes and pursuant to the provisions of the laws of the State, particularly K.S.A. 12-1740 et seq. (the "Act"), and in order to provide for the economic development and welfare of the Issuer and its environs and to provide employment opportunities for its citizens and to promote the economic stability of the State, has proposed and does hereby propose that it shall: (a) Lease the Real Property from the Tenant pursuant to the Site Lease and acquire the Improvements; (b) Lease the Project to the Tenant for the rentals and upon the terms and conditions hereinafter set forth; and ( c) Issue, for the purpose of paying Project Costs, the Bonds under and pursuant to and subject to the provisions of the Act and the Indenture, the Indenture being incorporated herein by reference and authorized by an Ordinance of the governing body of the Issuer; and WHEREAS, the Tenant, pursuant to the foregoing proposals of the Issuer, desires to lease the Project from the Issuer for the rentals and upon the terms and conditions hereinafter set forth; NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements herein set forth, Issuer and the Tenant do hereby covenant and agree as follows: ARTICLE I Section 1.1. Definitions. Capitalized terms not otherwise defined in this Project Lease shall have the meanings set forth in the Indenture. In addition to the words, terms and phrases defined in the Indenture, the Site Lease and elsewhere in this Project Lease, the capitalized words, terms and phrases as used herein shall have the meanings set forth below, unless some other meaning is plainly intended: "Additional Rent" means all fees, charges, costs and expenses of the Trustee or the Issuer (including reasonable attorney's fees), all Impositions, all Default Administration Costs, all other payments of whatever nature payable or to become payable pursuant to the Indenture or which the Tenant has agreed to pay or assume under the provisions of this Project Lease and any and all expenses (including reasonable attorney's fees) incurred by the Issuer or the Trustee in connection with the issuance of the Bonds or the administration or enforcement of any rights under this Project Lease or the Indenture. The fees, charges, costs and expenses of the Trustee shall include all costs incurred in connection with the issuance, transfer, exchange, registration, redemption or payment of the Bonds and the administration or enforcement of any rights or obligations under this Project Lease, the Indenture except (a) the reasonable fees and expenses in connection with the replacement of a Bond or Bonds mutilated, stolen, lost or destroyed or (b) any tax or other government charge 600596.20211 \PROJECT LEASE v .3 imposed on the Trustee in relation to the transfer, exchange, registration, redemption or payment of the Bonds. The fees, charges, costs and expenses of the Issuer shall include, but not be limited to, any and all costs incurred by the Issuer in connection with the administration or enforcement of any rights, duties, or obligations under this Project Lease, the exercise or pursuit of any remedy upon an Event of Default, the amendment of this Project Lease, the granting of consents, easements or similar actions or any other action required of or available to the Issuer under the terms of this Project Lease. "Additional Term" shall mean that term commencing on the last day of the Basic Term and terminating five (5) years thereafter. "Bankruptcy Code" means Title 11 of the United States Code, as amended. "Basic Rent" means the pro rata amount which, when added to Basic Rent Credits, will be sufficient to pay, on each Payment Date, all principal of, redemption premium, if any, and interest on all Outstanding Bonds which is due and payable on such Payment Date. If for any reason on any Payment Date the Trustee does not have on deposit in the Debt Service Fund sufficient moneys to pay all principal and interest due on the Bonds on such Payment Date, then the Tenant shall pay, as Basic Rent, on such Payment Date, the amount of such deficiency. "Basic Rent Credits" means all funds on deposit in the Debt Service Fund and available for the payment of principal of, redemption premium, if any, and interest on the Bonds on any Basic Rent Payment Date. "Basic Rent Payment Date" means December 31, 2021 and each December 31 thereafter until the principal of, redemption premium, if any, and interest on all Outstanding Bonds have been fully paid or provision made for their payment in accordance with the provisions of the Indenture. "Basic Term" means that term commencing as of the delivery of this Project Lease and ending on December 31, 2032, subject to prior termination as specified in this Project Lease, but ending, in any event, when all of the principal of, redemption premium, if any, and interest on all Outstanding Bonds shall have been paid in full or provision made for their payment in accordance with the provisions of the Indenture. "CERCLA" means the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. §9601, et seq. "Certificate of Completion" means a written certificate signed by the Authorized Tenant Representative stating that (1) the Improvements have been substantially completed in accordance with the plans and specifications prepared or approved by the Issuer or the Tenant, as the case may be; (2) the Improvements have been substantially completed in a good and workmanlike manner; (3) no mechanic's or materialmen's liens have been filed, nor is there any basis for the filing of such liens, with respect to the Project; ( 4) all Improvements constituting a part of the Project are located or installed upon the Real Property; and (5) if required by ordinances duly adopted by the Issuer or by applicable building codes, that an appropriate certificate of occupancy has been issued with respect to the Improvements . A form of Certificate of Completion is attached as Appendix B. "Completion Date" means the date on which the Improvements are certified as substantially completed in accordance with Section 5.5 of this Project Lease. "Default" means any event or condition the occurrence of which, with the lapse of time or the giving of notice or both, may constitute an Event of Default. 600596.20211 \PROJECT LEASE v .3 2 "Environmental Assessment" means an environmental assessment with respect to the Project conducted by an independent consultant satisfactory to the Issuer and the Trustee which reflects the results of such inspections, records reviews, soil tests, groundwater tests and other tests requested, which assessment and results shall be satisfactory in scope, form and substance to the Issuer and the Trustee. "Environmental Law" means CERCLA, SARA, and any other federal, state or local environmental statute, regulation or ordinance presently in effect or coming into effect during the Term of this Project Lease. "Event of Bankruptcy" means an event whereby the Tenant shall: (i) admit in writing its inability to pay its debts as they become due; or (ii) file a petition in bankruptcy or for reorganization or for the adoption of an arrangement under the Bankruptcy Code as now or in the future amended, or file a pleading asking for such relief; or (iii) make an assignment for the benefit of creditors; or (iv) consent to the appointment of a trustee or receiver for all or a major portion of its property; or (v) be finally adjudicated as bankrupt or insolvent under any federal or state law; or (vi) suffer the entry of a final and nonappealable court order under any federal or state law appointing a receiver or trustee for all or a major part of its property or ordering the winding-up or liquidation of its affairs, or approving a petition filed against it under the Bankruptcy Code, which order, if the Tenant has not consented thereto, shall not be vacated, denied, set aside or stayed within 60 days after the day of entry; or (vii) suffer a writ or warrant of attachment or any similar process to be issued by any court against all or any substantial portion of its property, and such writ or warrant of attachment or any similar process is not contested, stayed, or is not released within 60 days after the final entry or levy or after any contest is finally adjudicated or any stay is vacated or set aside. "Event of Default" means any one of the following events: (a) Failure of the Tenant to make any payment of Basic Rent at the time and in the amounts required hereunder; or (b) Failure of the Tenant to make any payment of Additional Rent at the times and in the amounts required hereunder, or failure to observe or perform any other covenant, agreement, obligation or provision of this Project Lease on the Tenant's part to be observed or performed, and the same is not remedied within thirty (30) days after the Issuer or the Trustee has given the Tenant written notice specifying such failure (or such longer period as shall be reasonably required to correct such default; provided that (i) the Tenant has commenced such correction within the 30-day period, and (ii) the Tenant diligently prosecutes such correction to completion); or (c) An Event of Bankruptcy; or ( d) Abandonment of the Project by the Tenant; or (e) A default under the Site Lease on the part of the Tenant, as Lessor, which remains unremedied after any applicable grace period. "Full Insurable Value" means full actual replacement cost less physical depreciation. "Hazardous Substances" shall mean "hazardous substances" as defined in CERCLA. "Impositions" means all truces and assessments, general and special, which may be lawfully taxed, charged, levied, assessed or imposed upon or against or payable for or in respect of the Project or any part thereof, or any improvements at any time thereon or the Tenant's interest therein, including any new lawful taxes and assessments not of the kind enumerated above to the extent that the same are lawfully made, levied or assessed in lieu of or in addition to taxes or assessments now customarily levied against real or personal 600596.20211 \PROJECT LEASE v.3 3 property, and further including all water and sewer charges, assessments and other governmental charges and impositions whatsoever, foreseen or unforeseen, which, if not paid when due, would encumber the Issuer's interest in the Project. "Indenture" means the Trust Indenture delivered concurrently with this Project Lease, as from time to time amended and supplemented by Supplemental Indentures in accordance with the provisions of Article XI of the Indenture. "Net Proceeds" means the gross proceeds from the insurance (including without limitation title insurance) or condemnation award with respect to which that term is used remaining after the payment of all expenses (including without limitation attorneys' fees and any expenses of the Issuer, the Tenant, the Trustee or any other Owner) incurred in the collection of such gross proceeds. The term "Notice Address" shall mean: (1) With respect to the Tenant: GPM No. 2, LLC 1525 E. North Street Salina, Kansas 67401 Attn: Managing Member (2) With respect to the Issuer: City of Salina, Kansas 300 W. Ash Street Salina, Kansas 67402 Attn: City Clerk (3) With respect to the Trustee: BOKF,N.A. 2405 Grand Blvd., Suite 840 Kansas City, Missouri 64108 Attn: Corporate Trust Department "Owner's Title Evidence" means for purposes of Section 6.3 of this Project Lease, either (1) an owner's or lender's policy of title insqrance insuring the Tenant's fee simple title in the Real Property or (2) a certificate of title from a title insurance company evidencing Tenant's fee simple title in the Real Property. "Permitted Encumbrances" easements and rights-of-way of record at the time of conveyance of the Real Property to the Issuer, and any mortgages, liens or other encumbrances or title exceptions referenced in the Owner's Title Evidence@, and any restriction or encumbrance impacting or affecting the current or future use of property in connection with the operation of a gambling facility which consists of multi-game casino-style gambling=. "Project Contracts" means a contract or contracts with respect to the acquisition and/or construction of the Improvements entered into by the Tenant or the Issuer. "Project Lease" means this Project Lease between the Issuer and the Tenant, as from time to time supplemented and amended in accordance with the provisions hereof. 600596.20211\PROJECT LEASE v.3 4 "Real Property" means the real property (or interests therein) described in Schedule I hereto. "SARA" means the Superfund Amendments and Reauthorization Act of 1986, as now in effect and as hereafter amended. "State" means the State of Kansas. "Tenn" means, collectively, the Basic Term and any Additional Term of this Project Lease. Section 1.2. Representations and Covenants by the Tenant. The Tenant makes the following covenants and representations as the basis for the undertakings on its part herein contained: (a) The Tenant is a Kansas limited liability company, duly organized and existing under the laws of the state, and is duly authorized and qualified to do business in the State, with lawful power and authority to enter into this Project Lease, acting by and through its duly authorized officers. (b) Except as otherwise permitted herein, the Tenant shall ( 1) maintain and preserve its existence and organization as a limited liability company and its authority to do business in the State and to operate the Project; and (2) not initiate any proceedings of any kind whatsoever to dissolve or liquidate without (A) securing the prior written consent thereto of the Issuer and (B) making provision for the payment in full of the principal of and interest and redemption premium, if any, on the Bonds. If, at any time during the term of this Project Lease or the Indenture, the Tenant changes its state of organization, changes its form of organization, changes its name, or takes any other action which could affect the proper location for filing Uniform Commercial Code financing statements or continuation statements or which could render existing filings seriously misleading or invalid, the Tenant shall immediately provide written notice of such change to the Trustee, and thereafter promptly deliver to the Trustee such amendments and/or replacement financing statements, together with an Opinion of Counsel to the effect that such amendments and/or replacement financing statements have been properly filed so as to create a perfected security interest in the collateral securing the Indenture, and such additional information or documentation regarding such change as the Trustee may reasonably request. (c) Neither the execution and/or delivery of this Project Lease, the consummation of the transactions contemplated hereby or by the Indenture, nor the fulfillment of or compliance with the terms and conditions of this Project Lease contravenes in any material respect any provisions of its articles of organization or operating agreement, or conflicts in any material respect with or results in a material breach of the terms, conditions or provisions of any mortgage, debt, agreement, indenture or instrument to which the Tenant is a party or by which it is bound, or to which it or any of its properties is subject, or would constitute a material default (without regard to any required notice or the passage of any period of time) under any of the foregoing, or would result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of the Tenant under the terms of any mortgage, debt, agreement, indenture or instrument, or violates in any material respect any existing law, administrative regulation or court order or consent decree to which the Tenant is subject. ( d) This Project Lease constitutes a legal, valid and binding obligation of the Tenant enforceable against the Tenant in accordance with its terms. ( e) The Tenant agrees to operate and will operate the Project, or cause the Project to be operated as a "facility," as that term is contemplated in the Act, from the date of the Issuer's acquisition of the Project to the end of the Term. 600596.20211\PROJECT LEASE v.3 5 (f) The Tenant has obtained or will obtain any and all permits, authorizations, licenses and franchises necessary to enable it to operate and utilize the Project for the purposes for which it was leased by the Tenant under this Project Lease. (g) The estimated total cost of the Improvements to be financed by the proceeds of the Bonds, plus interest on the Bonds during acquisition, construction and installation of the Improvements, and Costs of Issuance of the Bonds, will not be less than the original aggregate principal amount of the Bonds. (h) After reasonable inquiry and investigation, the Tenant is not aware of (i) any Hazardous Substances generated from or located on the Project; (ii) any prior use of the Real Property which might reasonably involve Hazardous Substances; or (iii) any investigations, complaints or inquiries of any kind, from any source, concerning Hazardous Substances with respect to the Project or properties adjoining the Project. (i) The Tenant will not use or permit the Project to be used by any other person or entity in any manner which would involve the generation, storage, disposal or transportation of Hazardous Substances, except in strict compliance with applicable Environmental Laws. G) The proceeds of the Bonds are to be used to acquire, construct, install, equip and furnish the Project. (k) Subject to the provisions of Section 10.2, all Improvements and machinery and equipment comprising the Project will be located and maintained entirely and exclusively on the Real Property to and until the principal of, redemption premium, if any, and interest on the Bonds have been satisfied in full. Section 1.3. Representations and Covenants by the Issuer. The Issuer represents, covenants and warrants, to the best of its knowledge and belief, as follows: (a) It is a municipal corporation duly incorporated and existing as a city of the first class under the constitution and laws of the State. Under the provisions of the Act and the Ordinance, the Issuer has the power to enter into and perform the transactions contemplated by this Project Lease and the Indenture and to carry out its obligations hereunder and thereunder. (b) It has not, in whole or in part, assigned, leased, hypothecated or otherwise created any other interest in, or disposed of, or caused or permitted any lien, claim or encumbrance to be placed against, the Project, except for this Project Lease, the assignment of this Project Lease to the Trustee any Permitted Encumbrances, any Impositions, and the pledge of the Project pursuant to the Indenture. ( c) Except as otherwise provided herein or in the Indenture, it will not during the Term, in whole or in part, assign, lease, hypothecate or otherwise create any other interest in, or dispose of, or cause or permit any lien, claim or encumbrance to be placed against, the Project, except Permitted Encumbrances, this Project Lease, any Impositions and the pledge of the Project pursuant to the Indenture. (d) It has pledged the Project and the net rentals therefrom generated under this Project Lease to payment of the Bonds in the manner prescribed by the Act, and has duly authorized the execution and delivery of this Project Lease and the Indenture and the issuance, sale and delivery of the Bonds. (e) It has notified or obtained the consent to and/or approval of the issuance of the Bonds by each municipal corporation and political subdivision the notification, consent or approval of which is required by the provisions of the Act. 600596.20211\PROJECT LEASE v.3 6 ARTICLE II Section 2.1. Granting of Leasehold. The Issuer by these presents hereby rents, leases and lets the Project unto the Tenant and the Tenant hereby rents, leases and hires the Project for the Term from the Issuer, for the rentals and upon and subject to the terms and conditions hereinafter set forth. ARTICLE ill Section 3.1. Basic Rent. The Issuer reserves and the Tenant covenants and agrees to pay Basic Rent to the Trustee, as assignee of the Issuer, for the account of the Issuer, for deposit in the Debt Service Fund, on each Basic Rent Payment Date. Basic Rent shall be payable at the principal office of the Trustee on each Basic Rent Payment Date. Section 3.2. Additional Rent. Within 30 days after receipt of written notice thereof, the Tenant shall pay any Additional Rent required to be paid pursuant to this Project Lease not already paid. Section 3.3. Rent Payable Without Abatement or Setoff. The Tenant covenants and agrees with and for the express benefit of the Issuer and the Owner that all payments of Basic Rent and Additional Rent shall be made by the Tenant as the same become due, and that the Tenant shall perform all of its obligations, covenants and agreements hereunder without notice or demand and without abatement, deduction, setoff, counterclaim, recoupment or defense or any right of termination or cancellation arising from any circumstance whatsoever, whether now existing or hereafter arising, and irrespective of whether the Improvements shall have been acquired, started or completed, or whether the Issuer's interest in the Project or any part thereof is defective or non-existent, and notwithstanding any failure of consideration or commercial frustration of purpose, the eviction or constructive eviction of the Tenant or any subtenant, any Change of Circumstances, any change in the tax or other laws of the United States of America, the State, or any municipal corporation of either, any change in the Issuer's legal organization or status, or any default of the Issuer hereunder, and regardless of the invalidity of any action of the Issuer or any other event or condition whatsoever, and regardless of the invalidity of any portion of this Project Lease, and the Tenant hereby waives the provisions of any statute or other law now or hereafter in effect contrary to any of its obligations, covenants or agreements under this Project Lease or which releases or purports to release the Tenant therefrom. Nothing in this Project Lease shall be construed as a waiver by the Tenant of any rights or claims the Tenant may have against the Issuer under this Project Lease or otherwise, but any recovery upon such rights and claims shall be had from the Issuer separately, it being the intent of this Project Lease that the Tenant shall be unconditionally and absolutely obligated to perform fully all of its obligations, agreements and covenants under this Project Lease (including the obligation to pay Basic Rent and Additional Rent) for the benefit of the Owner. Section 3.4. Prepayment of Basic Rent. The Tenant may at any time prepay all or any part of the Basic Rent. Prepayments of Basic Rent will be applied to redemption of Bonds ( other than mandatory sinking fund redemption), including payment of redemption premium, as directed in writing by the Tenant, to the extent that Bonds are subject to optional redemption at the time of prepayment. Otherwise, prepayments of Basic Rent will be deposited in the Debt Service Fund to be applied to purchase of Bonds, or to optional redemption of Bonds (including redemption premium and interest) at the earliest date on which Bonds are subject to optional redemption. 600596.20211\PROJECT LEASE v.3 7 Section 3.5. Deposit of Rent by the Trustee. As assignee of the Issuer's rights hereunder, the Trustee shall deposit, use and apply all payments of Basic Rent and Additional Rent in accordance with the provisions of this Project Lease and the Indenture. Section 3.6. Acquisition of Bonds. If the Tenant acquires any or all of the Outstanding Bonds, it may present the certificate(s) representing such part of the Bonds to the Trustee for cancellation, and upon such cancellation, the Tenant's obligation to pay Basic Rent shall be reduced or terminated, as the case may be, in the same manner as provided for prepayments by the Tenant of Basic Rent. In no event, however, shall the Tenant's obligation to pay Basic Rent be reduced in such a manner that the Trustee shall not have on deposit in the Debt Service Fund, on the next succeeding Payment Date, funds sufficient to pay the maturing principal of, redemption premium, if any, and interest on Outstanding Bonds as and when the same shall become due and according to. the terms of the Bonds; except in the case when Tenant owns and surrenders all of the Outstanding Bonds. ARTICLE IV Section 4.1. Disposition of Original Proceeds; Project Fund. The Original Proceeds shall be paid over to the Trustee for the account of the Issuer as the Bonds are issued and applied as set forth in Section 5.02 of the Indenture. Except as otherwise provided below, the Original Proceeds shall be paid over to the Trustee for the account of the Issuer and applied as set forth in Section 5.02 of the Indenture. Notwithstanding any statement set forth in this Project Lease or in the Indenture to the contrary, in the event Tenant has completed the Project prior to the Issue Date with its own funds, then Tenant shall not be required to deposit the Original Proceeds with the Trustee. In such an event, the Tenant shall certify to the Issuer and Trustee that the Project has been completed and paid in full, whereupon the Issuer and Trustee shall deliver the Bonds to the Tenant on the Issue Date. ARTICLE V Section 5.1. Acquisition of Interest in Real Property and Improvements. The Tenant shall prior to or concurrently with the issuance of the Bonds, execute and deliver the Site Lease under which the Tenant shall lease to the Issuer, subject to Permitted Encumbrances, the Real Property as described in Schedule I, and such of the Improvements as are then completed, installed or in progress. The Tenant shall also concurrently with delivery of the Site Lease make provisions for the discharge or subordination to the interests acquired by the Issuer of any liens or encumbrances incurred by it in connection with the construction, installation or development of the Improvements, other than Permitted Encumbrances. 600596.20211\PROJECT LEASE v.3 8 Section 5.2. Project Contracts. Prior to the delivery of this Project Lease, the Tenant may have entered into a contract or contracts with respect to the acquisition and/or construction of the Improvements. Those contracts, and any such contracts entered into by the Tenant or the Issuer after delivery of this Project Lease, are hereinafter referred to as the "Project Contracts." Prior to the delivery hereof, certain work has been or may have been performed on the Improvements pursuant to the Project Contracts or otherwise. The Tenant hereby covenants with the Issuer to perform the Project Contracts for the benefit of the Issuer as its own benefit as tenant under this Project Lease, and the Issuer hereby designates the Tenant as the Issuer's agent for the purpose of executing and performing the Project Contracts. After the execution hereof, the Tenant shall cause the Project Contracts to be fully performed by the contractor(s), subcontractor(s) and supplier(s) thereunder in accordance with the terms thereof, and the Tenant covenants to cause the Improvements to be acquired, constructed, installed and/or completed in accordance with the Project Contracts. The Tenant warrants that the construction and/or acquisition of the Improvements in accordance with the Project Contracts will result in the Project being suitable for use by the Tenant as a commercial facility. Any and all amounts received by the Issuer, the Trustee or the Tenant from any of the contractors or other suppliers by way of breach of contract, refunds or adjustments shall become a part of and be deposited in the Project Fund. The Trustee may, at its option, appoint an agent to review the Project Contracts, and make periodic inspections of the Improvements during construction to determine the satisfactory progress and completion of the work. The reasonable fees and expenses of such agent shall be paid by the Tenant as Additional Rent. Section 5.3. Payment of Project Costs for Buildings and Improvements. The Issuer hereby agrees to pay for the acquisition or construction of the Improvements or any repairs or replacements to be made pursuant to Article XVIII of this Project Lease, but solely from Original Proceeds of the Bonds (or Net Proceeds, as applicable) as deposited in the Project Fund, and hereby authorizes and directs the Truste~ to pay for the same, but solely from the Project Fund, from time to time, after issuance of the Bonds while the Tenant is in compliance with the requirements of Section 6.1 hereof, upon receipt by the Trustee of a requisition certificate signed by the Authorized Tenant Representative in the form set forth as Appendix A hereto which is incorporated herein by reference. The sole obligation of the Issuer under this paragraph shall be to cause the Trustee to make such disbursements upon receipt of such certificates and releases or waivers. The Trustee may rely fully on any such certificates and shall not be required to make any investigation in connection therewith, except that the Trustee shall investigate requests for reimbursements directly to the Tenant and shall require such supporting evidence as would be required by a reasonable and prudent fiduciary. Section 5.4. Payment of Project Costs for Machinery and Equipment. The Issuer hereby agrees to pay for the purchase and acquisition of any machinery and equipment constituting a part of the Improvements, but solely from the Project Fund, from time to time, upon receipt by the Trustee of a certificate signed by the Authorized Tenant Representative in the form provided by Appendix A hereto which is incorporated herein by reference. The sole obligation of the Issuer under this Section shall be to cause the Trustee to make such disbursements upon receipt of the certificates and proof of mechanic's or subcontractor's lien waiver or release, if the item is to become a fixture on the Real Property. The Trustee may rely fully on any such certificate and supporting documentation and shall not be required to make any independent investigation in connection therewith. All machinery, equipment and/or personal property acquired, in whole or in part, from funds deposited in the Project Fund pursuant to this Section will be considered a part of the Project. With respect to items of machinery and equipment constituting a part of the Improvements, the Tenant shall maintain a running master list of such machinery and equipment, and within 30 days after the Completion Date, the Tenant shall prepare an accurate detailed final list of machinery and equipment constituting a part of the Improvements (but not installed as fixtures therein or thereon), which list shall be filed with the Trustee, and shall constitute a part of 600596.20211\PROJECT LEASE v.3 9 this Project Lease by reference. All machinery and equipment constituting a part of the Improvements shall be appropriately identified by separate schedule or other means acceptable to the Trustee. Section 5.5. Completion of Project. The Tenant warrants that the Project, when completed, will be occupied and used by the Tenant for its lawful business purposes. The Tenant covenants and agrees to proceed diligently to complete or acquire the Improvements as promptly as possible. The Tenant will draw the entire authorized principal amount of the Bonds on or before the earlier of (a) the Completion Date, or (b) December 31, 2023. Upon completion of the Improvements, the Tenant shall cause the Authorized Tenant Representative to deliver a Certificate of Completion, in the form substantially as attached hereto as Appendix B, to the Trustee. In the event funds remain on hand in the Project Fund on the date the Certificate of Completion is furnished to the Trustee, such remaining funds shall be transferred by the Trustee to the Debt Service Fund on the Completion Date and shall be applied in accordance with the provisions of the Indenture. Section 5.6. Deficiency of Project Fund. If Bond Proceeds in the Project Fund are insufficient to pay fully all Project Costs (including reimbursements to the Tenant for Project Costs advanced by the Tenant prior to issuance of the Bonds) and to fully complete the Improvements, lien free ( except for Permitted Encumbrances), the Tenant covenants to pay the full amount of any such deficiency by making payments directly to the contractors and to the suppliers of materials, machinery, equipment, property and services as the same become due, and the Tenant shall save the Issuer and the Trustee whole and harmless from any obligation to pay such deficiency. Section 5.7. Right of Entry by the Issuer and the Trustee. The duly authorized agents of the Issuer and/or the Trustee shall have the right (but shall not be required) at any reasonable time and upon reasonable notice to the Tenant prior to the completion of the Improvements to have access to the Project or any part thereof for the purpose of inspecting the acquisition, installation or construction thereof. Section 5.8. Machinery and Equipment Purchased by the Tenant. If no part of the purchase price of an item of machinery, equipment or personal property is paid from Original Proceeds deposited in the Project Fund pursuant to the terms of this Project Lease, then such item of machinery, equipment or personal property will not be considered a part of the Project. Section 5.9. Project Property of the Issuer. All Improvements, all work and materials on Improvements as such work progresses, any Project Additions, anything under this Project Lease which becomes, is deemed to be, or constitutes a part of the Project, and the Project as fully completed, repaired, rebuilt, rearranged, restored or replaced by the Tenant under the provisions of this Project Lease, except as otherwise specifically provided herein, shall immediately when erected or installed become the absolute property of the Issuer. Any Improvements which become a part of the real estate as fixtures shall remain separate from the Tenant's property unless and until purchased by the Tenant from the Issuer as provided in this Project Lease. Section 5.10. Kansas Retailers' Sales Tax. The parties have entered into this Project Lease in contemplation that, under the existing provisions of K.S.A. 79-3606, subsections (b) and (d) and other applicable laws, sales of tangible personal property or services purchased in connection with construction of the Improvements are entitled to exemption from the tax imposed by the Kansas Retailers' Sales Tax Act. The parties agree that the Issuer shall, upon the request of and with the Tenant's assistance, promptly obtain from the State and furnish to the contractors and suppliers a project exemption certificate for the construction of the Improvements. The Tenant covenants that the exemption certificate will be used only in connection with the purchase of tangible personal property or 600596.20211\PROJECT LEASE v.3 10 services becoming a part of the Project. The Issuer shall not be responsible for any failure on the part of the State to issue such project exemption certificate. ARTICLE VI Section 6.1. Insurance Requirements. Tenant agrees to maintain or will cause the Subtenant to maintain the following policies of insurance in full force and effect: (a) General accident and public liability insurance covering the Tenant's operations in or upon the Project (including coverage for losses arising from the ownership, maintenance, use or operation of any automobile, truck or other vehicle in or upon the Project) under which the Tenant shall be insured and the Issuer and the Trustee shall be additional insureds or mortgagees, as their interests in the Project appear, in an amount not less than the then maximum liability of a governmental entity for claims arising out of a single occurrence as provided by the Kansas tort claims act or other similar future law ( currently $500,000 per occurrence); which policy shall provide that such insurance may not be canceled by the issuer thereof without at least 30 days' advance written notice to the Issuer, the Tenant and the Trustee, such insurance to be maintained throughout the Term of this Project Lease; (b) Statutory workers' compensation insurance; and ( c) insurance on the Improvements against loss or damage by fire, lightning and all other risks covered by the broadest form extended coverage insurance endorsement then in use in the State in an amount equal to the Full Insurable Value thereof, which policy shall provide that such insurance may not be canceled by the issuer thereof without at least 30 days' advance written notice to the Issuer, the Tenant and the Trustee, such insurance to be maintained throughout the Term of this Project Lease. Section 6.2. General Insurance Provisions. (a) Within 30 days of renewal dates of expiring policies, certificates of the insurance provided for in this Article shall be delivered by the Tenant to the Trustee. All policies of such insurance and all renewals thereof shall name the Tenant as insured and the Issuer and the Trustee as additional insureds or mortgagees and loss payees as their respective interests may appear, shall contain a provision that such insurance may not be canceled or amended by the issuer thereof without at least 30 days' written notice to the Issuer, the Tenant and the Trustee and shall be payable to the Issuer, the Tenant and the Trustee as their respective interests appear. The Issuer and the Tenant each hereby agree to do anything necessary, be it the endorsement of checks or otherwise, to cause any payment of insurance proceeds to be made to the Trustee, as long as such payment is required by this Project Lease to be made to the Trustee. Any charges made by the Trustee for its services in connection with insurance payments shall be paid by the Tenant. (b) Each policy of insurance hereinabove referred to shall be issued by a nationally recognized responsible insurance company authorized under the laws of the State to assume the risks covered therein, except that the Tenant may be self-insured as to any required insurance coverages under a program of self- insurance approved by the State Commissioner of Insurance or other applicable State regulatory authority. ( c) Certificates of insurance evidencing the insurance coverages herein required shall be filed with the Trustee continuously during the term of this Project Lease. (d) Each policy of insurance hereinabove referred to may be subject to a reasonable deductible or self-insured retention. 600596.20211 \PROJECT LEASE v .3 11 ( e) Each policy of insurance required herein may be provided through blanket policies maintained by the Tenant. (t) Anything in this Project Lease to the contrary notwithstanding, the Tenant shall be liable to the Issuer and the Trustee pursuant to the provisions of this Project Lease or otherwise, as to any loss or damage which may have been occasioned by the negligence of the Tenant, its agents, licensees, contractors, invitees or employees. Section 6.3. Evidence of Title. If the Tenant is the sole Owner, in lieu of providing a policy of owner's or lender's title insurance as of the Issue Date, the Tenant may furnish evidence of the Tenant's fee simple title to the Real Property in the form of a copy of a policy of owner's title insurance, a copy of a loan policy of title insurance or a certificate of owner's title, evidencing the Tenant's fee simple title to the Real Property, subject to Permitted Encumbrances. ARTICLE VII Section 7.1. Impositions. The Tenant shall, during the Term of this Project Lease, bear, pay and discharge, before the delinquency thereof, any and all Impositions. In the event any Impositions may be lawfully paid in installments, the Tenant shall be required to pay only such installments thereof as become due and payable during the term of this Project Lease as and when the same become due and payable. Section 7.2. Receipted Statements. Unless the Tenant exercises its right to contest any Impositions in accordance with Section 7.3 hereof, the Tenant shall, within 30 days after the last day for payment without penalty or interest of an Imposition which the Tenant is required to bear, pay and discharge pursuant to the terms hereof, deliver to the Trustee a copy of the statement issued therefor duly receipted to show the payment thereof. Section 7.3. Contest of Impositions. The Tenant shall have the right, in its own or the Issuer's name or both, to contest the validity or amount of any Imposition by appropriate legal proceedings instituted before the Imposition complained of becomes delinquent if, and provided, the Tenant (i) before instituting any such contest, shall give the Issuer and the Trustee written notice of its intention to do so and, if requested in writing by the Issuer or the Trustee, shall deposit with the Trustee a surety bond of a surety company acceptable to the Issuer as surety, in favor of the Issuer and the Trustee, as their interests may appear, or cash, in a sum of at least the amount of the Imposition so contested, assuring the payment of such contested Impositions together with all interest and penalties to accrue thereon and court costs, (ii) diligently prosecutes any such contest and at all times effectively stays or prevents any official or judicial sale therefor, under execution or otherwise, and (iii) promptly pays any final judgment enforcing the Imposition so contested and thereafter promptly procures record release or satisfaction thereof. The Tenant shall indemnify and hold the Issuer whole and harmless from any costs and expenses the Issuer may incur related to any such contest. Section 7.4. Ad Valorem Taxes. The parties acknowledge that under the existing provisions of K.S.A. 79-201a, as amended, the property acquired, constructed or purchased with the proceeds of the Bonds ( except such property used for certain retail uses) is eligible to receive exemption from ad valorem taxation for a period up to 10 calendar years after the calendar year in which the Bonds are issued, provided the Issuer has complied with certain notice, hearing and procedural requirements established by law, and proper application has been made; and further provided no exemption may be granted from the ad valorem property tax levied by a school district pursuant to the 600596.20211\PROJECT LEASE v.3 12 provisions of K.S.A. 72-53,113, and amendments thereto; and (b) for the uses restricted pursuant to the provisions of K.S.A. 79-201a, Second and Twenty-Fourth. The Issuer represents that such notice, hearing and procedural requirements will have been complied with at the Issue Date. The Issuer will, at the Tenant's request, with information furnished by Tenant and the Trustee, make all necessary filings regarding the application for ad valorem tax exemption for the full 10-year period in the calendar year following the calendar year in which the Bonds were issued, and will renew the application from time to time and take any other action as may be necessary to maintain such ad valorem tax exemption in full force and effect, in accordance with K.S.A. 79-201a, 79-210 et seq. and the requirements of the State Board of Tax Appeals. If it becomes necessary to litigate the issue of availability or applicability of the ad valorem tax exemption, the Issuer will cooperate fully with Tenant in pursuing such litigation, but all litigation costs and reasonable attorney fees must be paid by Tenant, either directly or as Additional Rent. ARTICLE VIII Section 8.1. Use of Project. Subject to the provisions of this Project Lease, the Tenant shall have the right to use the Project for any and all purposes allowed by law and contemplated by the constitution of the State and the Act. The Tenant shall comply in all material respects with all statutes, laws, ordinances, orders, judgments, decrees, regulations, directions and requirements of all federal, state, local and other governments or governmental authorities, now or hereafter applicable to the Project or to any adjoining public ways, as to the manner of use or the condition of the Project or of adjoining public ways. The Tenant shall comply with the mandatory requirements, rules and regulations of all insurers under the policies required to be carried under the provisions of this Project Lease. The Tenant shall pay all costs, expenses, claims, fines, penalties and damages that may in any manner arise out of, or be imposed as a result of, the failure of the Tenant to comply with the provisions of this Article. Section 8.2. Environmental Provisions. (a) The Tenant hereby covenants that it will not cause or permit any Hazardous Substances (as defined herein) to be placed, held, located or disposed of, on, under or at the Real Property or the Project, other than in the ordinary course of business and in compliance with all applicable Environmental Laws. (b) In furtherance and not in limitation of any indemnity elsewhere provided to the Issuer hereunder and in the Indenture, the Tenant hereby agrees to indemnify and hold harmless the Issuer, the Trustee and the Owner from time to time from and against any and all losses, liabilities, including strict liability, damages, injuries, expenses, including reasonable attorneys' fees, costs of any settlement or judgment, costs of investigation, consultants, testing, sampling, cleanup, or defense, and claims of any and every kind paid, incurred or suffered, with respect to, or as a direct or indirect result of, the actual or alleged presence on or under, or the escape, seepage, leakage, spillage, discharge, emission, discharging or release from the Real Property or the Project of any Hazardous Substance (including, without limitation, any losses, liabilities, reasonable attorneys' fees, costs of any settlement or judgment or claims asserted or arising under any federal, state or local Environmental Law or so-called "Superfund" or "Super lien" law, or any other applicable Environmental Law, rule, regulation, order or decree regulating, relating to or imposing liability, including strict liability, or standard of conduct concerning, any Hazardous Substance) regardless of whether or not caused by or within the control of the Tenant. (c) If the Tenant receives any notice of (1) the happening of any event involving the use, other than in the ordinary course of business and in compliance with all applicable Environmental Laws, spill, release, leak, seepage, discharge or cleanup of any Hazardous Substance on the Real Property or the Project or in connection with the Tenant's operations thereon or (2) any complaint, order, citation or notice with regard to air emissions, water discharges or any other environmental, health or safety matter affecting the Tenant (an 600596.20211 \PROJECT LEASE v.3 13 "Environmental Complaint") from any person (including, without limitation, the United States Environmental Protection Agency (the "EPA"), and the Kansas Department of Health and Environment ("KDHE") then the Tenant shall immediately notify the Issuer and the Trustee in writing. With respect to any such notice that relates to a condition or conditions on the Project site, the Tenant shall promptly initiate action to remediate the conditions cited in the notice, and shall diligently pursue such remediation at its expense to the satisfaction of the city authority. (d) If the Tenant fails to initiate action to remediate as required in subsection (c) of this section, or otherwise fails to discharge its obligations under this Section 8.2, the Issuer shall have the right, but not the obligation, and without limitation of the Issuer's other rights under this Project Lease, to enter the Project or to take such actions as it may deem necessary or advisable to inspect, clean up, remove, resolve or minimize the impact of, or to otherwise deal with, any Hazardous Substance or Environmental Complaint following receipt of any notice asserting the existence on the Project of any Hazardous Substance or an Environmental Complaint pertaining to the Project or any part thereof which, if true, could result in an order, suit or other action against the Tenant and/or which, in the reasonable judgment of the Issuer, could jeopardize its interests under this Project Lease. All reasonable costs and expenses incurred by the Issuer in the exercise of any such rights shall be payable by the Tenant as Additional Rent on demand, and if not so paid, shall bear interest until paid at the average rate of interest on the Bonds plus 200 basis points. (e) If an Event of Default shall have occurred and is continuing, at the request of the Issuer or the Trustee, the Tenant shall periodically perform (at the Tenant's expense) an environmental audit and, if reasonably deemed necessary by the Issuer or the Trustee, an Environmental Assessment, ( each of which must be reasonably satisfactory to the Issuer and the Trustee) of the Project, or the hazardous waste management practices and/or hazardous waste disposal sites used by the Tenant with respect to the Project. The audit and/or Environmental Assessment shall be conducted by an environmental consultant satisfactory to the Issuer and the Trustee. Should the Tenant fail to perform any environmental audit or risk assessment within 30 days of the written request of the Issuer or the Trustee, either shall have the right, but not the obligation, to retain an environmental consultant to perform any such environmental audit or risk assessment. All costs and expenses incurred by the Issuer or the Trustee in the exercise of such rights shall be payable by the Tenant as Additional Rent on demand, and if not so paid, shall bear interest until paid at the average rate of interest on the Bonds plus 200 basis points. (t) The Tenant shall not install nor permit to be installed in the Project friable asbestos or any substance containing asbestos and deemed hazardous by Environmental Law applicable to the Project and respecting such material, and with respect to any such material currently present in the Project, shall promptly either (1) remove any material which such applicable regulations deem hazardous and require to be removed or (2) otherwise comply with such applicable Environmental Law, at the Tenant's expense. If the Tenant shall fail to so remove or otherwise comply, the Issuer may declare an Event of Default and/or do whatever is necessary to eliminate the substances from the Project or otherwise comply with the applicable Environmental Law or order, and the costs thereof shall be payable by the Tenant on demand, and if not so paid, shall bear interest until paid at the average rate of interest on the Bonds plus 200 basis points. The Tenant shall defend, indemnify, and save the Issuer, the Trustee and the Owner harmless from all costs and expenses (including consequential damages) asserted or proven against the Tenant, or incurred to comply with such regulations. (g) The provisions of this Section 8.2 shall survive the termination of this Project Lease or exercise of the Tenant's option to purchase the Project, except with respect to obligations which arise solely and exclusively as a result of the use, spill, release, leak, seepage or discharge of Hazardous Substances on the Real Property or the Project after the Project is no longer occupied by the Tenant. 600596.20211 \PROJECT LEASE v.3 14 ARTICLE IX Section 9.1. Sublease by the Tenant. The Tenant may sublease the Project to a single party or entity, with the prior written consent of the Issuer. The Tenant may sublease portions of the Project for use by others in the normal course of its business without the Issuer's prior consent or approval. In the event of any such subleasing, the Tenant shall remain fully liable for the performance of its duties and obligations hereunder, and no such subleasing and no dealings or transactions between the Issuer or the Trustee and any such subtenant shall relieve the Tenant of any of its duties and obligations hereunder. Any such sublease shall be subject and subordinate in all respects to the provisions of this Project Lease. Any sublease with an affiliated entity is hereby approved. Section 9.2. Assignment by the Tenant. The Tenant may assign, mortgage, sell, or otherwise transfer its interest in this Project Lease only with the prior written consent of the Issuer. In the event of any such assignment, the Tenant shall remain fully liable for the performance of its duties and obligations hereunder, except to the extent hereinafter provided, and no such assignment and no dealings or transactions between the Issuer or the Trustee and any such assignee shall relieve the Tenant of any of its duties and obligations hereunder, except as may be otherwise provided in the following Section. Section 9.3. Release of the Tenant. If, in connection with an assignment by the Tenant of its interest in this Project Lease, (a) the Issuer and the Owners of at least seventy-five percent (75%) in aggregate principal amount of the Outstanding Bonds (including any Additional Bonds) shall file with the Trustee their prior written consent to such assignment, and (b) the proposed assignee shall expressly assume and agree to perform all of the obligations of the Tenant under this Project Lease with regard to the Bonds; then the Tenant shall be fully released from all obligations accruing hereunder after the date of such assignment. Section 9.4. Mergers and Consolidations. Notwithstanding the provisions of Sections 9.2 and 9.3 above, if the Tenant shall assign or transfer, by operation of law or otherwise, its interests in this Project Lease in connection with a transaction involving the merger or consolidation of the Tenant with or into, or a sale, lease or other disposition of all or substantially all of the property of the Tenant as an entirety to another person, association, corporation or other entity, and (a) the Issuer shall file with the Trustee its prior written consent to such assignment, transfer or merger, (b) the proposed assignee, transferee or surviving entity shall expressly assume and agree to perform all of the obligations of the Tenant under this Project Lease with regard to the Bonds, and ( c) the Tenant shall furnish the Trustee and the Issuer with evidence in the form of fmancial statements accompanied by a proforma balance sheet prepared by an independent certified public accountant of recognized standing showing that the net worth of such proposed assignee, transferee or surviving entity immediately following such assignment, transfer or merger will be at least equal to the net worth of the Tenant as shown by the most recent fmancial statements of the Tenant furnished to the Trustee pursuant to this Project Lease; then and in such event the Tenant shall be fully released from all obligations accruing hereunder after the date of such assignment, transfer or merger. Section 9.5. Covenant Against Other Assignments. The Tenant will not assign or in any manner transfer its interests under this Project Lease, nor will it suffer or permit any assignment thereof by operation of law, except in accordance with the limitations, conditions and requirements set forth in this Article IX. 600596.20211 \PROJECT LEASE v .3 15 ARTICLEX Section 10.1. Repairs and Maintenance. The Tenant covenants and agrees that it will, during the Term of this Project Lease, at its own expense, keep and maintain the Project and all parts thereof in good condition and repair ( ordinary wear and tear excepted), including but not limited to the furnishing of all parts, mechanisms and devices required to keep the machinery, equipment and personal property constituting a part of the Project in good mechanical and working order (ordinary wear and tear excepted). Section 10.2. Removal, Disposition and Substitution of Machinery or Equipment. The Tenant shall have the right, provided the Tenant is not in Default, to remove and sell or otherwise dispose of any machinery or eEJ.uipment which constitutes a part of the Project and which is no longer used by the Tenant or, in the opinion of the Tenant, is no longer useful to the Tenant in its operations (whether by reason of changed processes, changed techniques, obsolescence, depreciation or otherwise). All machinery or equipment constituting a part of the Project and removed by the Tenant in compliance with this Section shall become the absolute property of the Tenant and may be sold or otherwise disposed of by the Tenant without otherwise accounting to the Issuer. In all cases, the Tenant shall pay all the costs and expenses of any such removal and shall immediately repair at its expense all damage caused thereby. The Tenant's rights under this Section to remove machinery or equipment constituting a part of the Project is intended only to permit the Tenant to maintain an efficient operation by the removal of such machinery and equipment no longer suitable to the Tenant's use for any of the reasons set forth in this Section and such right is not to be construed to permit a removal under any other circumstances and shall not be construed to permit the wholesale removal of such machinery or equipment by the Tenant. ARTICLE XI Section 11.1. Alteration of Project. The Tenant shall have and is hereby given the right, at its sole cost and expense, to make such additions, changes and alterations in and to any part of the Project as the Tenant from time to time may deem necessary or advisable, provided however, the Tenant shall not make any major addition, change or alteration which will adversely affect the intended use or structural strength or value of any part of the Improvements. All additions, changes and alterations made by the Tenant pursuant to the authority of this Article shall (a) be made in a workmanlike manner and in strict compliance with all laws and ordinances applicable thereto, (b) when commenced, be prosecuted to completion with due diligence, and ( c) when completed, shall be deemed a part of the Project; provided, however, that additions of machinery, equipment and/or personal property of the Tenant, not purchased or acquired from proceeds of the Bonds and not constituting a part of the Project shall remain the separate property of the Tenant and may be removed by the Tenant prior to or as provided in Section 22.1 hereof. ARTICLE XII Section 12.1. Additional Improvements. The Tenant shall have and is hereby given the right, at its sole cost and expense, to construct on the Real Property or within areas occupied by the Improvements, or in airspace above the Project, such additional buildings and improvements as the Tenant from time to time may deem necessary or advisable. All additional buildings and improvements constructed by the Tenant pursuant to the authority of this Article shall, during the Term, remain the property of the Tenant and may be added to, altered or razed and removed by the Tenant 600596.20211\PROJECT LEASE v.3 16 at any time during the Term hereof. The Tenant covenants and agrees (a) to make all repairs and restorations, if any, required to be made to the Project because of the construction of, addition to, alteration or removal of, the additional buildings or improvements, (b) to keep and maintain the additional buildings and improvements in good condition and repair, ordinary wear and tear excepted, (c) to promptly and with due diligence either raze and remove from the Real Property, in a good, workmanlike manner, or repair, replace or restore such of the additional buildings or improvements as may from time to time be damaged by fire or other casualty, and ( d) that all additional buildings and improvements constructed by the Tenant pursuant to this Article which remain in place after the termination of this Project Lease for any cause other than the purchase of the Project pursuant to Article XVII hereof shall, upon and in the event of such termination, become the separate and absolute property of the Issuer. ARTICLE XIII Section 13.1. Securing of Permits and Authorizations. The Tenant shall not do or permit others under its control to do any work in or in connection with the Project or related to any repair, rebuilding, restoration, replacement, alteration of or addition to the Project, or any part thereof, unless all requisite municipal and other governmental permits and authorizations shall have first been procured and paid for. All such work shall be done in a good and workmanlike manner and in compliance with all applicable building, wning and other laws, ordinances, governmental regulations and requirements and in accordance with the requirements, rules and regulations of all insurers under the policies required to be carried under the provisions of this Project Lease. Section 13.2. Mechanic's Liens. The Tenant shall not do or suffer anything to be done whereby the Project, or any part thereof, is encumbered by any mechanic's or other similar lien. Should any mechanic's or other similar lien ever be filed against the Project, or any part thereof, the Tenant shall discharge the same of record within 30 days after the date of filing. Notice is hereby given that the Issuer does not authorize or consent to and shall not be liable for any labor or materials furnished to the Tenant or anyone claiming by, through or under the Tenant upon credit, and that no mechanic's or similar liens for any such labor, services or materials shall attach to or affect the reversionary or other estate of the Issuer in and to the Project, or any part thereof. Section 13.3. Contest of Liens. The Tenant, notwithstanding the above, shall have the right to contest any such mechanic's or other similar lien if within the 30-day period stated above it ( a) notifies the Issuer and the Trustee in writing of its intention so to do, and if requested by the Trustee or the Issuer, deposits with the Trustee a surety bond issued by a surety company acceptable to the Issuer as surety, in favor of the Issuer, or cash, in the amount of the lien claim so contested, indemnifying and protecting the Issuer from and against any liability, loss, damage, cost and expense of whatever kind or nature growing out of or in any way connected with the asserted lien and the contest thereof, (b) diligently prosecutes such contest, at all times effectively staying or preventing any official or judicial sale of the Project or any part thereof or interest therein, under execution or otherwise, and ( c) promptly pays or otherwise satisfies any final judgment adjudging or enforcing such contested lien claim and thereafter promptly procures record release or satisfaction thereof. Section 13.4. Utilities. ' All utilities and utility services used by the Tenant or the Subtenant in, on or about the Project shall be contracted for by the Tenant or the Subtenant in the their own name and the Tenant or the Subtenant shall, at its sole cost and expense, procure any and all permits, licenses or authorizations necessary for all operations on the Project. 600596.20211\PROJECT LEASE v.3 17 ARTICLE XIV Section 14.1. Indemnity. The Tenant agrees, whether or not the transactions contemplated by this Project Lease, the Site Lease, the Bonds or the Indenture are consummated, to indemnify and hold harmless the Issuer and its officers, directors, officials, employees and agents, including the Trustee as assignee of the Issuer's rights under this Project Lease, and the Owner and each of its officers, directors, employees and agents (any or all of the foregoing referred to hereafter as "Indemnified Persons"), from and against all claims, actions, suits, proceedings, expenses, judgments, damages, penalties, fines, assessments, liabilities, charges or other costs (including, without limitation, all attorneys' fees and expenses incurred in connection with enforcing this Project Lease or collecting any sums due hereunder and any claim or proceeding or any investigations undertaken hereunder) relating to, resulting from, or in connection with (a) any cause in connection with the Project, including, without limitation, the acquisition, design, construction, installation, equipping, operating, maintenance or use thereof; (b) any act or omission of the Tenant or any of its agents contractors, servants, employees or licensee in connection with the use or operation of the Project; ( c) any cause in connection with the issuance and sale of the Bonds, ( d) a misrepresentation or breach of warranty by the Tenant hereunder or under any of the documents executed by the Tenant in connection with this Project Lease, or ( e) any violation by the Tenant of any of its covenants hereunder or under any of the other documents executed by the Tenant in connection with the Bonds or this Project Lease. This indemnity is effective only with respect to any loss incurred by any Indemnified Person not due to willful misconduct, gross negligence, or bad faith on part of such Indemnified Person. In case any action or proceeding shall be brought against one or more Indemnified Person and with respect to which such Indemnified Person may seek indemnity as provided herein, such Indemnified Person shall promptly notify the Tenant in writing and the Tenant shall promptly assume the defense thereof, including the employment of counsel reasonable satisfactory to such Indemnified Person or Indemnified Persons, the payment of all expenses and the right to negotiate and consent to settlement; but the failure to notify the Tenant as provided shall not relieve Tenant from any liability or duty under this Section, so long as Tenant is given reasonable opportunity to defend such claim. ARTICLE XV Section 15.1. Access to Project. The Issuer, for itself and its duly authorized representatives and agents, including the Trustee, reserves the right to enter the Project at all reasonable times during usual business hours throughout the Term, upon reasonable notice, for the purpose of (a) examining and inspecting the same, (b) performing such work made necessary by reason of the Tenant's default under any of the provisions of this Project Lease, and ( c) after an Event of Default, for the purpose of exhibiting the Project to prospective purchasers, lessees or mortgagees. The Issuer may, during the progress of the work mentioned in (b) above, keep and store on the Project all necessary materials, supplies and equipment and shall not be liable for inconvenience, annoyances, disturbances, loss of business or other damage suffered by reason of the performance of any such work or the storage of such materials, supplies and equipment. ARTICLE XVI Section 16.1. Option to Extend Basic Term. The Tenant shall have and is hereby given the right and option to extend the Basic Term of this Project Lease for the Additional Term provided that (a) the Tenant shall give the Issuer written notice of its intention to exercise the option at least 30 days prior to the expiration of the Basic Term and (b) the Tenant is not in Default hereunder at the time it gives the Issuer such notice or at the time the Additional Term commences. 600596.20211 \PROJECT LEASE v.3 18 In the event the Tenant exercises such option, the tenns, covenants, conditions and provisions set forth in this Project Lease shall be in full force and effect and binding upon the Issuer and the Tenant during the Additional Tenn except that the Basic Rent during any extended term herein provided for shall be the sum of $100.00 per year, payable in advance on the first Business Day of such Additional Term. ARTICLE XVII Section 17 .1. Option to Purchase Project. Subject to the provisions of this Article, the Tenant shall have the right and option to purchase the Issuer's interest in the Project at any time during the Term hereof and for 120 days thereafter. The Tenant shall exercise its option by giving the Issuer written notice of the Tenant's election to exercise its option and specifying the date, time and place of closing, which date (the "Release Date") shall neither be earlier than 30 days nor later than 180 days after the notice is given. The Tenant may not, however, exercise such option if the Tenant is in Default hereunder on the Release Date unless all Defaults are cured upon payment of the purchase price specified in Section 17.2. Section 17.2. Quality of Title and Purchase Price. If the notice of election to purchase is given, the Issuer shall assign and release all of its interests in the Project to the Tenant on the Release Date free and clear of all liens and encumbrances except (a) Permitted Encumbrances@, including the restriction that no existing building nor any building which is constructed or placed upon the Real Property, either temporarily or permanently, shall be used for the purpose of housing any multigame, casino-style gambling on the premises=, (b) those to which title was subject on the date of the Site Lease to the Issuer of the Real Property, or to which title became subject with the Issuer's and Tenant's written consent, or which resulted from any failure of the Tenant to perform any of its covenants or obligations under this Project Lease, (c) taxes and assessments, general and special, if any, and (d) the rights of any party having condemned or who is attempting to condemn title to, or the use for a limited period of, all or any part of the Project, for a price determined as follows (which the Tenant agrees to pay in cash at the time of delivery of the Issuer's instruments of release of the Project to the Tenant as hereinafter provided): (1) The full amount which is required to provide the Issuer and the Trustee with funds sufficient, in accordance with the provisions of the Indenture, to pay at maturity or to redeem and pay in full (A) the principal of all of the Outstanding Bonds, (B) all interest due thereon to date of maturity or redemption, whichever first occurs, and (C) all costs, expenses and premiums incident to the redemption and payment of the Bonds in full, plus (2) $100.00. In the event the Tenant owns all of the Outstanding Bonds, the Tenant may surrender the Bond to the Trustee for cancelation in lieu of paying the full amount set forth in this Section. Nothing in this Article shall release or discharge the Tenant from its duty or obligation under this Project Lease to make any payment of Basic Rent or Additional Rent which, in accordance with the terms of this Project Lease, becomes due and payable prior to the Release Date, or its duty and obligation to fully perform and observe all covenants and conditions herein stated to be performed and observed by the Tenant prior to the Release Date. Section 17.3. Closing of Purchase. On the Release Date, the Issuer shall deliver to the Tenant its release of leases and/or other appropriate instruments of assignment or release, properly executed and releasing the Project to the Tenant free and clear of all liens and encumbrances except as set forth in the preceding section above, and the Tenant shall pay the 600596.20211 \PROJECT LEASE v.3 19 full purchase price for the Project as follows: (a) the amount specified in clause (1) of Section 17.2 shall be paid to the Trustee for deposit in the Debt Service Fund to be used to pay or redeem Bonds and the interest thereon as provided in the Indenture, and (b) the amount specified in clause (2) of Section 17.2 shall be paid to the Issuer; provided, however, nothing herein shall require the Issuer to deliver its appropriate instruments of assignment or release to the Tenant until after all duties and obligations of the Tenant under this Project Lease to the date of such delivery have been fully performed and satisfied or adequate provision made for such performance and satisfaction. Upon the recording of the Issuer's instruments of assignment or release, and payment of the purchase price by the Tenant and legal defeasance or cancellation of the Bonds, this Project Lease will terminate, subject to the provisions of Section 20.2 hereof. Section 17.4. Effect of Failure to Complete Purchase. If, for any reason, the purchase of the Project by the Tenant pursuant to valid notice of election to purchase is not effected on the Release Date, this Project Lease shall be and remain in full force and effect according to its terms as if no notice of election under Section 17.1 had been given. The Issuer and Tenant agree to use all commercially reasonable efforts to effect the assignment and release as soon as possible. Section 17 .5. Application of Condemnation Awards if the Tenant Purchases Project. The right of the Tenant to exercise its option to purchase the Project under the provisions of this Article shall remain unimpaired notwithstanding any condemnation of title to, or the use for a limited period of, all or any part of the Project. If the Tenant shall exercise its option and pay the purchase price as provided in this Article, all of the condemnation awards received by the Issuer after the payment of the purchase price, less all attorneys' fees and other expenses and costs incurred by the Issuer in connection with such condemnation, shall belong and be paid to the Tenant. Section 17.6. Option to Purchase Unimproved Portions of Real Property. The Tenant shall have the option to purchase at any time and from time to time during the Term any vacant part or vacant parts of the unimproved Real Property constituting a part of the Project; provided, however, the Tenant shall furnish the Issuer and the Trustee with a certificate of the Authorized Tenant Representative, dated not more than thirty (30) days prior to the date of the purchase and stating that, in the opinion of the Authorized Tenant Representative, (a) the portion of the Real Property with respect to which the option is exercised is not needed for the operation of the Project, (b) the purchase will not ii;npair the usefulness or operating efficiency or materially impair the value of the Project and will not destroy or materially impair the means of ingress thereto and egress therefrom, and ( c) the purchase will not materially adversely affect compliance of the remaining Real Property and any Improvements with applicable zoning laws or regulations. The Tenant shall exercise this option by giving the Issuer and the Trustee written notice of the Tenant's election to exercise its option and specifying (i) the legal description of the portion of Real Property to be released, and (ii) a certificate signed by the chief executive or chief financial officer of the Tenant stating that no event has occurred and is continuing which, with notice or lapse of time or both, would constitute an Event of Default. The Tenant may not exercise this option if there has occurred and is continuing any event which, with notice or lapse of time or both, would constitute an Event of Default at the time the notice is given and may not purchase the Real Property unless all defaults are cured. The option includes the right to purchase a perpetual easement for right-of-way to and from the public roadway and the right to purchase such land as is necessary to assure that there will always be access between the portion of the Real Property purchased pursuant to these Sections 17.6 through 17.10 and the public roadway. Section 17.7. Quality of Title -Purchase Price. If the notice of election to purchase is given as provided in Section 17.6 the Issuer shall release its interest in the real property described in the Tenant's notice to the Tenant on the specified date free and clear of all liens and encumbrances except ( a) Permitted Encumbrances, (b) those to which title was subject on the date of the Site Lease to the Issuer of the Real Property, or to which title became subject with the Issuer's and Tenant's written consent, or which resulted from any failure of the Tenant to perform any of its covenants or obligations 600596.20211 \PROJECT IBASE v.3 20 under this Project Lease, (c) truces and assessments, general and special, if any, and (d) the interests of any party having condemned or who is attempting to condemn title to, or the use for a limited period of, all or any part of the real property described in the Tenant's notice. Section 17 .8. Closing of Purchase. The Issuer shall deliver to the Tenant its release of leases and other appropriate instruments of assignment or release, properly executed and releasing such real property to the Tenant free and clear of all liens and encumbrances except as stated above, and the Tenant shall pay the Trustee the purchase price for such real property, and the Trustee will deposit the purchase price in the Debt Service Fund and use the proceeds to redeem Bonds on any date the Bonds are subject to optional redemption, as provided in the Indenture. Nothing herein shall require the Issuer to deliver its release of leases to the Tenant until after all duties and obligations of the Tenant under this Project Lease to the date of such delivery have been fully performed and satisfied. Section 17.9. Effect of Release on Lease. The exercise by the Tenant of the option granted under these Sections 17.6 to 17.10 and the purchase and release of a portion of the Real Property constituting a part of the Project pursuant hereto shall in no way whatsoever affect this Project Lease, and all the terms and provisions shall remain in full force and effect, including, without limitation, the Tenant's obligations to pay all Basic Rent and Additional Rent. Section 17.10. Effect of Failure to Complete Purchase. If, for any reason, the purchase by the Tenant of the portion of the real property described in the notice is not effected on the specified date, this Project Lease shall be and remain in full force and effect according to its terms the same as though no notice of election to purchase had been given. ARTICLE XVIII Section 18.1. Damage and Destruction. (a) If, during the Term, any Improvements are damaged or destroyed, in whole or in part, by fire or other casualty, the Tenant shall promptly notify the Issuer and the Trustee in writing as to the nature and extent of such damage or loss and whether it is practicable and desirable to rebuild, repair, restore or replace such damage or loss. (b) If the Tenant shall determine that such rebuilding, repairing, restoring or replacing is practicable and desirable, the Tenant shall proceed with and complete with reasonable dispatch such rebuilding, repairing, restoring or replacing. In such case, any Net Proceeds of property and/or casualty insurance required by this Project Lease and received with respect to any such damage or loss to the Improvements shall be paid to the Trustee and shall be deposited in the Project Fund and shall be used and applied for the purpose of paying the cost of such rebuilding, repairing, restoring or replacing such damage or loss. Any amount remaining in the Project Fund after such rebuilding, repairing, restoring or replacing shall be paid to the Tenant. ( c) If the Tenant shall reasonably determine that rebuilding, repairing, restoring or replacing the Improvements is not practicable and desirable, any Net Proceeds of property and/or casualty insurance required by this Project Lease and received with respect to any such damage or loss to the Project shall be paid into the Debt Service Fund. Such moneys shall be used to redeem Bonds at their earliest optional redemption date. The Tenant agrees that it shall be reasonable in exercising its judgment pursuant to this subsection (c). 600596.20211 \PROJECT LEASE v.3 21 ( d) The Tenant shall not, by reason of its inability to use all or any part of the Improvements during any period in which the Improvements are damaged or destroyed, or are being repaired, rebuilt, restored or replaced nor by reason of the payment of the costs of such rebuilding, repairing, restoring or replacing, be entitled to any reimbursement or diminution of the Basic Rent or Additional Rent payable by the Tenant under this Project Lease nor of any other obligations of the Tenant under this Project Lease except as expressly provided in this Section. Section 18.2. Condemnation. (a) If, during the Term title to, or the temporary use of, all or any part of the Project shall be condemned by any authority exercising the power of eminent domain ( other than the Issuer), the Tenant shall, within 30 days after the date of entry of a final order in any eminent domain proceedings granting condemnation, notify the Issuer and the Trustee in writing as to the nature and extent of such condemnation and whether it is practicable and desirable to acquire substitute land or construct substitute Improvements. (b) If the Tenant shall determine that such substitution is practicable and desirable, the Tenant shall proceed with and complete with reasonable dispatch the acquisition or construction of such substitute Real Property or Improvements. In such case, any Net Proceeds received from any award or awards with respect to the Project or any part thereof made in such condemnation or eminent domain proceedings shall be paid to the Trustee for the account of the Tenant and shall be deposited in the Project Fund and shall be used and applied for the purpose of paying the cost of such substitution. Any amount remaining in the Project Fund after such acquisition or construction shall be paid to Tenant. ( c) If the Tenant shall reasonably determine that it is not practicable and desirable to acquire or construct substitute Improvements, any Net Proceeds of condemnation awards received by the Tenant shall be paid into the Debt Service Fund. Such moneys shall be used to redeem Bonds at their earliest optional redemption date. The Tenant agrees that it shall be reasonable in exercising its judgment pursuant to this subsection. ( d) The Tenant shall not, by reason of its inability to use all or any part of the Improvements during any such period of restoration or acquisition nor by reason of the payment of the costs of such restoration or acquisition, be entitled to any reimbursement or any abatement or diminution of the Basic Rent or Additional Rent nor of any other obligations hereunder payable by the Tenant under this Project Lease. (e) The Issuer shall cooperate fully with the Tenant in the handling and conduct of any prospective or pending condemnation proceedings with respect to the Project or any part thereof so long as the Issuer is not the condemning authority. In no event will the Issuer voluntarily settle or consent to the settlement of any prospective or pending condemnation proceedings with respect to the Project or any part thereof without the written consent of the Tenant and the Trustee. 600596.20211 \PROJECT LEASE v.3 22 Section 18.3. Effect of Tenant's Defaults. Anything in this Article to the contrary notwithstanding, the Issuer and the Trustee shall have the right at any time and from time to time to withhold payment of all or any part of the Net Proceeds from the Project Fund attributable to damage, destruction or condemnation of the Project to the Tenant or any third party if an Event of Default has occurred and is continuing, or the Issuer or the Trustee has given notice to the Tenant of any Default which, with the passage of time, will become an Event of Default. In the event the Tenant shall cure any Defaults specified herein, the Trustee shall make payments from the Net Proceeds to the Tenant in accordance with the provisions of this Article. However, if this Project Lease is terminated or the Issuer or the Trustee otherwise re-enters and takes possession of the Project without terminating this Project Lease, the Trustee shall pay all the Net Proceeds held by it into the Debt Service Fund and all rights of the Tenant in and to such Net Proceeds shall cease. ARTICLE XIX Section 19.1. Change of Circumstances. If at any time during the Term, a Change of Circumstances occurs, then the Tenant shall have the option to purchase the Project pursuant to Article XVII or the option to terminate this Project Lease by giving the Issuer notice of such termination within 90 days after the Tenant has actual knowledge of the event giving rise to such option. The termination of this Project Lease will become effective when all of the Bonds Outstanding are paid or payment is provided for pursuant to the Indenture. ARTICLE XX Section 20.1. Remedies on Default. Whenever any Event of Default shall have happened and be continuing, the Trustee (acting on behalf of the Issuer, as assignee of the Issuer's rights hereunder) may take any legal action, including but not limited to, one or more of the following remedial actions: (a) By written notice to the Tenant upon acceleration of maturity of the Bonds as provided in the Indenture, the Trustee acting on behalf of the Issuer may declare the aggregate amount of all unpaid Basic Rent or Additional Rent required to be paid by the Tenant to be immediately due and payable under this Project Lease. (b) The Trustee acting on behalf of the Issuer may give the Tenant written notice of intention to terminate this Project Lease on a date not earlier than 30 days after such notice is given and, if all Events of Default have not then been cured on the date specified, the Tenant's rights to possession of the Project shall cease, and this Project Lease shall terminate. The Trustee acting on behalf of the Issuer may re-enter and take possession of the Project and pursue all its available remedies, including sale of Issuer's interest in the Project and judgment against the Tenant for all Basic Rent and Additional Rent then owing, including costs and attorney fees. ( c) Without terminating this Project Lease, the Trustee acting on behalf of the Issuer may conduct inspections or an Environmental Assessment of the Project. The Issuer or the Trustee acting on behalf of the Issuer may refuse to re-enter or take possession of the Project if it has reasonable cause for such refusal. "Reasonable cause" shall include the presence on the Project of conditions which are in violation of any Environmental Law or the existence or threat of a remedial action against the Tenant under any Environmental Law resulting from conditions on the Project. 600596.20211\PROJECT LEASE v.3 23 ( d) Without terminating the Term, the Trustee acting on behalf of the Issuer may relet the Project, or parts thereof, for such term or terms and at such rental and upon such other terms and conditions as are deemed advisable, with the right to make alterations and repairs to the Project, and no such re-entry or taking of possession of the Project shall be construed as an election to terminate this Project Lease, nor relieve the Tenant of its obligation to pay Basic Rent or Additional Rent (at the time or times provided herein), or of any of its other obligations under this Project Lease, all of which shall survive such re-entry or ta.king of possession. The Tenant shall continue to pay the Basic Rent and Additional Rent provided for in this Project Lease until the end of the Term, whether or not the Project shall have been relet, less the net proceeds, if any, of reletting the Project. ( e) Having elected to reenter or take possession of the Project pursuant to subsection 20.1 ( c ), the Trustee acting on behalf of the Issuer may, by notice to the Tenant given at any time thereafter while the Tenant is in Default in the payment of Basic Rent or Additional Rent or in the performance of any other obligation under this Prqject Lease, elect to terminate this Project Lease in accordance with subsection 20.1 (b) and thereafter proceed to exercise any remedies lawfully available. (f) If, in accordance with any of the provisions of this Article, the Issuer shall have the right to elect to re-enter and take possession of the Project, the Issuer or the Trustee acting on behalf of the Issuer, may enter and expel the Tenant and those claiming through or under the Tenant and remove the property and effects of both or either by all lawful means without being guilty of any manner of trespass and without prejudice to any remedies for arrears of Basic Rent or Additional Rent or preceding breach of contract by the Tenant. (g) Net proceeds of any reletting or sale of the Project shall be deposited in the Debt Service Fund for application to pay the Bonds and interest thereon. "Net proceeds" shall mean the receipts obtained from reletting or sale after deducting all expenses incurred in connection with such reletting or sale, including without limitation, all repossession costs, brokerage commissions, legal fees and expenses, expenses of employees, alteration costs and expenses of preparation of the Project for reletting or sale. (h) The Issuer or the Trustee acting on behalf of the Issuer may recover from the Tenant any attorney fees or other expense incurred in exercising any of its remedies under this Project Lease. Section 20.2. Survival of Obligations. The Tenant covenants and agrees with the Issuer, the Trustee and the Owner that until all Bonds and the interest thereon and redemption premium, if any, are paid in full or provision is made for the payment thereof or cancellation in accordance with the Indenture, its obligations under this Project Lease shall survive the cancellation and termination of this Project Lease for any cause and/or sale of the Project, and that the Tenant shall be obligated to pay Basic Rent and Additional Rent (reduced by any net income the Issuer or the Trustee may receive from the Project after such termination) and perform all other obligations provided for in this Project Lease, all at the time or times provided in this Project Lease. Notwithstanding any provision of this Project Lease or the Indenture, the Tenant's obligations under Sections 8.2 and 14.1 hereof shall survive any termination, release or assignment of this Project Lease, the Indenture and payment or provision for payment of the Bonds. 600596.20211\PROJECT LEASE v.3 24 Section 20.3. No Remedy Exclusive. No remedy herein conferred upon or reserved to the Issuer is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Project Lease or now or hereafter existing at law or in equity or by statute, subject to the provisions of the Indenture. No delay or omission to exercise any right or power accruing upon any Event of Default shall impair any such right or power, or shall be construed to be a waiver thereof, but any such right or power may be exercised from time to time and as often as may be deemed expedient. In order to entitle the Issuer to exercise any remedy reserved to it in this Article, it shall not be necessary to give any notice, other than notice required herein. ARTICLEXXI Section 21.1. Performance of the Tenant's Obligations by the Issuer. If the Tenant shall fail to keep or perform any of its obligations as provided in this Project Lease, then the Issuer may (but shall not be obligated to do so) upon the continuance of such failure on the Tenant's part for 90 days after notice of such failure is given the Tenant by the Issuer or the Trustee and without waiving or releasing the Tenant from any obligation hereunder, as an additional but not exclusive remedy, make any such payment or perform any such obligation, and the Tenant shall reimburse the Issuer for all sums so paid by the Issuer and all necessary or incidental costs and expenses incurred by the Issuer in performing such obligations through payment of Additional Rent. If such Additional Rent is not so paid by the Tenant within 10 days of demand, the Issuer shall have the same rights and remedies provided for in Article XX in the case of Default by the Tenant in the payment of Basic Rent. ARTICLE XXII Section 22.1. Surrender of Possession. Upon accrual of the Issuer's right of reentry as the result of the Tenant's Default hereunder or upon the cancellation or termination of this Project Lease by lapse of time or otherwise ( other than as a result of the Tenant's purchase of the Project), the Tenant shall peacefully surrender possession of the Project to the Trustee, as assignee of the Issuer in good condition and repair, ordinary wear and tear excepted; provided, however, the Tenant shall have the right, prior to or within 30 business days after the termination of this Project Lease, to remove from on or about the Project the buildings, improvements, machinery, equipment, personal property, furniture and trade fixtures which the Tenant owns under the provisions of this Project Lease and are not a part of the Project. All repairs to and restorations of the Project required to be made because of such removal shall be made by and at the sole cost and expense of the Tenant. All buildings, improvements, machinery, equipment, personal property, furniture and trade fixtures owned by the Tenant and which are not so removed from on or about the Project prior to or within 30 business days after such termination of this Project Lease shall become the separate and absolute property of the Issuer. ARTICLE XXIII Section 23.1. Notices. All notices required or desired to be given hereunder shall be in writing and shall be delivered in person to the Notice Representative or mailed by registered mail to the Notice Address. All notices given by registered mail shall be deemed duly delivered three days after they are mailed. When mailed notices are given, the 600596.20211\PROJECT LEASE v.3 25 party giving notice will use reasonable diligence to contact the party being notified by telephone, electronic mail or facsimile on or before the date such notice is mailed. ARTICLE XXIV Section 24.1. Triple-Net Lease. The parties hereto agree (a) that this Project Lease is intended to be a triple-net lease, (b) that the payments of Basic Rent and Additional Rent are designed to provide the Issuer and the Trustee with funds adequate in amount to pay all principal of and interest on all Bonds as the same become due and payable and to pay and discharge all of the other duties and requirements set forth herein, and ( c) that to the extent that the payments of Basic Rent and Additional Rent are not adequate to provide the Issuer and the Trustee with funds sufficient for the purposes aforesaid, the Tenant shall be obligated to pay, and it does hereby covenant and agree to pay, upon demand therefor, as Additional Rent, such further sums of money as may from time to time be required for such purposes. Section 24.2. Funds Held by the Trustee After Payment of Bonds. If, after the principal of and interest on all Bonds and all costs incident to the payment of Bonds have been paid in full, the Trustee holds unexpended funds received in accordance with the terms hereof, such unexpended funds shall, except as otherwise provided in this Project Lease and the Indenture and after payment therefrom to the Issuer of any sums of money then due and owing by the Tenant under the terms of this Project Lease, be the absolute property of and be paid over to the Tenant. ARTICLEXXV Section 25.1. Rights and Remedies. The rights and remedies reserved by the Issuer and the Tenant hereunder and those provided by law shall be construed as cumulative and continuing rights. No one of them shall be exhausted by the exercise thereof on one or more occasions. The Issuer and the Tenant shall each be entitled to specific performance and injunctive or other equitable relief for any breach or threatened breach of any of the provisions of this Project Lease, notwithstanding the availability of an adequate remedy at law, and each party hereby waives the right to raise such defense in any proceeding in equity. Section 25.2. Waiver of Breach. No waiver of any breach of any covenant or agreement herein contained shall operate as a waiver of any subsequent breach of the same covenant or agreement or as a waiver of any breach of any other covenant or agreement, and in case of a breach by either party of any covenant, agreement or undertaking, the nondefaulting party may nevertheless accept from the other any payment or payments or performance hereunder without in any way waiving its right to exercise any of its rights and remedies provided for herein or otherwise with respect to any such Default which was in existence at the time such payment or payments or performance were accepted by it. Section 25.3. The Issuer Shall Not Unreasonably Withhold Consents and Approvals. Wherever in this Project Lease it is provided that the Issuer shall, may or must give its approval or consent, or execute supplemental agreements, exhibits or schedules, the Issuer shall not unreasonably or arbitrarily withhold or refuse to give such approvals or consents or refuse to execute such supplemental agreements, exhibits or schedules. 600596.20211\PROJECT IEASE v.3 26 ARTICLE XXVI Section 26.1. The Issuer May Not Release Interest without Tenant Consent. The Issuer covenants that unless an Event of Default under this Project Lease has occurred and is continuing, and the remaining Term of this Project Lease has been terminated, it will not, without the Tenant's written consent, unless required by law, assign, release or encumber its leasehold interest in the Project at any time during the Term of this Project Lease. Section 26.2. Quiet Enjoyment and Possession. The Tenant shall enjoy peaceable and quiet possession of the Project as long as no Event of Default has occurred and is continuing. Section 26.3. Intentionally Omitted. Section 26.4. Issuer's Obligations Limited. Except as otherwise expressly provided in this Project Lease, no recourse upon any obligation or agreement contained in this Project Lease or in any Bond or under any judgment obtained against the Issuer, or by the enforcement of any assessment or by any legal or equitable proceeding by virtue of any constitution or statute or otherwise under any circumstances, under or independent of the Indenture, shall be had against the Issuer and its officers, employees and agents. Notwithstanding anything in this Project Lease to the contrary, it is expressly understood and agreed by the parties hereto that (a) the Issuer may rely conclusively on the truth and accuracy of any certificate, opinion, notice or other instrument furnished to the Issuer by the Tenant, an Owner or the Trustee as to the existence of any fact or state of affairs required to be noticed by the Issuer; (b) the Issuer shall not be under any obligation to perform any record-keeping or to provide any legal services, it being understood that such services shall be performed or provided either by the Tenant, the Trustee or the Owner; and ( c) that none of the provisions of this Project Lease shall require the Issuer to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties or in the exercise of any of its rights or powers hereunder, unless it shall have first been adequately indemnified to its satisfaction against the costs, expenses and liability which may be incurred by such action. Notwithstanding anything in this Project Lease to the contrary, any obligation the Issuer may incur under this Project Lease or under any instrument or document executed by the Issuer in connection with this Project Lease that entails the expenditure of any money by the Issuer shall be only a limited obligation of the Issuer payable solely from the revenues derived by the Issuer under this Project Lease and shall not be, under any circumstances, a general obligation of the Issuer. ARTICLE XXVII Section 27.1. Investment Tax Credit; Depreciation. The Tenant shall be entitled to claim the full benefit of (1) any investment credit against federal or state income tax allowable with respect to expenditures of the character contemplated hereby under any federal or state income tax laws now or from time to time hereafter in effect, and (2) any deduction for depreciation with respect to the Project from federal or state income taxes. The Issuer agrees that it will upon the Tenant's request execute all such elections, returns or other documents which may be reasonably necessary or required to more fully assure the availability of such benefits to the Tenant. 600596.20211\PROJECT LEASE v.3 27 ARTICLE XXVIII Section 28.1. Amendments. This Project Lease may be amended, changed or modified in writing in the following manner: (a) With respect to an amendment, change or modification which reduces the Basic Rent or Additional Rent, or any amendment which reduces the percentage of Owners whose consent is required for any such amendment, change or modification, by an agreement in writing executed by the Issuer and the Tenant and consented to in writing by the Trustee and by Owners of at least 90% of the aggregate principal amount of the Bonds then Outstanding; (b) With respect to any other amendment, change or modification which will materially adversely affect the security or rights of the Owners, by an agreement in writing executed by the Issuer and the Tenant and consented to in writing by the Trustee and by Owners of at least 66-2/3% of the aggregate principal amount of the Bonds then Outstanding; and ( c) With respect to all other amendments, changes, or modifications, by an agreement in writing executed by the Issuer and the Tenant. At least 30 days prior to the execution of any agreement pursuant to (c) above, the Issuer and the Tenant shall furnish the Trustee and the Owner with a copy of the amendment, change or modification proposed to be made. Section 28.2. Granting of Easements. If no Event of Default under this Project Lease shall have happened and be continuing, the Tenant may, at any time or times, (a) grant easements, licenses and other rights or privileges in the nature of easements with respect to any property included in the Project, free from any rights of the Issuer or the Owner, or (b) release existing easements, licenses, rights-of-way and other rights or privileges, all with or without consideration and upon such terms and conditions as the Tenant shall determine, and the Issuer agrees, to the extent that it may legally do so, that it will execute and deliver any instrument necessary or appropriate to confinn and grant or release any such easement, license, right-of-way or other right or privilege or any such agreement or other arrangement, upon receipt by the Issuer of: (1) a copy of the instrument of grant or release or of the agreement or other arrangement, (2) a written application signed by the Authorized Tenant Representative requesting such instrument, and (3) a certificate executed by the Tenant stating (A) that such grant or release is not detrimental to the proper conduct of the business of the Tenant, and (B) that such grant or release will not impair the effective use or interfere with the efficient and economical operation of the Project and will not materially adversely affect the security of the Owner. Any consideration received by the Tenant for the grant or release must be paid to the Trustee to be deposited in the Debt Service Fund and used to redeem Bonds at the earliest practicable date, at their principal amount, plus accrued interest, without premium. If the instrument of grant shall so provide, any such easement or right and the rights of such other parties thereunder shall be superior to the rights of the Issuer and the Owner and shall not be affected by any termination of this Project Lease or default on the part of the Tenant hereunder. If no Event of Default shall have happened and be continuing, any payments or other consideration received by the Tenant for any such grant or with respect to or under any such agreement or other arrangement shall be and remain the property of the Tenant, but, in the event of the termination of this Project Lease because of an Event of Default, all rights then existing of the Tenant with respect to or under such grant shall inure to the benefit of and be exercisable by the Issuer. Section 28.3. Security Interests. (a) The Issuer and the Tenant agree to execute and deliver any instruments (including financing statements and statements of continuation thereof) necessary for perfection of and continuance of the security interest of the Issuer in and to the Project. The Tenant hereby authorizes the Issuer to file or cause to be filed 600596.20211\PROJECT LEASE v.3 28 all such instruments required to be so filed and the Trustee to continue or cause to be continued the filings or liens of such instruments for so long as the Bonds shall be Outstanding. (b) Under the Indenture, the Issuer will, as additional security for the Bonds assign, transfer, pledge and grant a security interest in its rights under this Project Lease to the Trustee. The Issuer hereby authorizes the Trustee to file financing statements or any other instruments necessary to perfect its security interest. The Trustee is hereby given the right to enforce, either jointly with the Issuer or separately, the performance of the obligations of the Tenant, and the Tenant hereby consents to the same and agrees that the Trustee may enforce such rights as provided in the Indenture and the Tenant will make payments required hereunder directly to the Trustee. Section 28.4. Construction and Enforcement. This Project Lease shall be construed and enforced in accordance with the laws of the State. The provisions of this Project Lease shall be applied and interpreted in accordance with the rules of interpretation set forth in the Indenture. Wherever in this Project Lease it is provided that either party shall or will make any payment or perf orrn or refrain from performing any act or obligation, each such provision shall, even though not so expressed, be construed as an express covenant to make such payment or to perform, or not to perf onn, as the case may be, such act or obligation. Section 28.5. Invalidity of Provisions of Project Lease. If, for any reason, any provision hereof shall be determined to be invalid or unenforceable, the validity and effect of the other provisions hereof shall not be affected thereby. Section 28.6. Covenants Binding on Successors and Assigns. The covenants, agreements and conditions herein contained shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Section 28.7. Section Headings. The section headings hereof are for the convenience of reference only and shall not be treated as a part of this Project Lease or as affecting the true meaning of the provisions hereof. The reference to section numbers herein or in the Indenture shall be deemed to refer to the numbers preceding each section. Section 28.8. Execution of Counterparts; Electronic Transactions. This Project Lease may be executed simultaneously in multiple counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one instrument. The transaction described herein may be conducted and related documents may be stored by electronic means. Copies, telecopies, facsimiles, electronic files and other reproductions of original executed documents shall be deemed to be authentic and valid counterparts of such original documents for all purposes, including the filing of any claim, action or suit in the appropriate court of law. [BALANCE OF THIS PAGE INTENTIONALLY LEFT BLANK] 600596.20211\PROJECT LEASE v.3 29 IN WITNESS WHEREOF, the Issuer has caused this Project Lease to be signed by an authorized official, such signature to be attested by an authorized officer, and its official seal to be applied, as of the date first above written. (SEAL) CITY OF SALINA, KANSAS By:_____.tiw ............ "----'-'1--'-'fi,l-=-t,.....,.(l=-R6.J.a1"'""1 _,__L-JA--1,\C----- Melissa Rose Hodge~~ Mayor ACKNOWLEDGMENT ST ATE OF KANSAS ) ) SS: COUNTY OF SALINE ) -\h Al The foregoing instrument was acknowledged before me this l\ day of fVCi~ , 2021 by Melissa Rose Hodges, Mayor of the City of Salina, Kansas. (SEAL) My Appointment Expires: 600596.20211 \PROJECT LEASE v.3 ASHLEY RUSSELL My Appointment Expires August 30, 2022 ~blic {tkA A.:shl~ 1'.su :s:.se.l{ Typed N~ofNotary Public (Issuer Signature Page to Project Lease) IN WITNESS WHEREOF, the Tenant has caused this Project Lease to be signed by an authorized officer, as of the date first above written. ST ATE OF KANSAS COUNTY OF SALINE GPM NO. 2, LLC By: J (I 1A i « ~d~ 1f YJ Na~nda L." Salem Title: Manager ACKNOWLEDGMENT ) ) SS: ) "TENANT" This instrument was acknowledged before me on the f)~ day of November, 2021, by Linda L. Salem, Manager ofGPM No. 2, LLC, a Kansas limited liability company. [SEAL] NOTARY PUBLIC STATE OF KANSAS ~ BRITTA DAUER MY APPT. EXPIRES My Appointment Expires: Cfo/2'1/zz. 600596.20211\PROJECT LEASE v.3 Notary Public (Tenant Signature Page to Project Lease) APPENDIX A FORM OF REQUISITION FOR PAYMENT OF PROJECT COSTS CITY OF SALINA, KANSAS Project Fund (Great Plains Project) Payment Order No. __ _ BOKF,N.A. Kansas City, Missouri Attn: Corporate Trust Department I hereby certify that the amounts stated in the attached Payment Schedules have either been advanced by the Tenant or are justly due to contractors, subcontractors, suppliers, vendors, materialmen, engineers, architects or other persons named in the Payment Schedules who have performed necessary and appropriate work in connection with any installation of machinery, equipment or personal property, or have furnished necessary and appropriate materials in the construction or acquisition of land, buildings and improvements constituting a part of the Project. I further certify that the fair value of such work or materials, machinery and equipment, is not exceeded by the amount requested, and such cost is one which may be capitalized for federal income tax purposes. I further certify that, except for the amounts set forth in the Payment Schedules, there are no outstanding debts now due and payable for labor, wages, materials, supplies or services in connection with the construction of the buildings and improvements or the purchase and/or installation of machinery, equipment and personal property which, if unpaid, might become the basis of a vendor's, mechanic's, laborer's or materialmen's statutory or other similar lien upon the Real Property, the Project or any part thereof. I further certify that no part of the amounts set forth in the Payment Schedules have been the basis for any previous withdrawal of any moneys from the Project Fund. I further certify that each of the representations and covenants on the part of the Tenant contained in the Project Lease dated as of November 1, 2021 by and between the City of Salina, Kansas, as the Issuer, and the Tenant are now true and correct in all material respects and are now being materially complied with. I further certify that the amounts set forth in the Payment Schedules constitute Project Costs, as the term is defined in the Project Lease, and that all insurance policies which are required to be in force as a condition precedent to disbursement of funds from the Project Fund pursuant to the provisions of Section 6.1 of the Project Lease are in full force and effect. I acknowledge that the Tenant, as Purchaser of the Bonds, will be receiving such Bonds in compensation for the expenditures set forth in the Payment Schedules to acquire, construct and equip the Project and that the Bond will constitute full payment for these costs. DATED _______ _, 20_. Authorized Tenant Representative 600596.20211\PROJECT LEASE v.3 A-1 EXHIBIT A -Payment Order No. __ _ PAYMENT SCHEDULE FOR BUILDINGS, IMPROVEMENTS AND MISCELLANEOUS PROJECT COSTS I hereby request payment of the amounts specified below to the payees whose names and addresses are stated below, and I certify that the description of the purchase or nature of each payment is reasonable, accurate and complete: PAYMENT SCHEDULE Payee Name Purpose or Nature of Payment Amount Initials 600596.20211 \PROJECT LEASE v.3 A-2 EXHIBIT B -Payment Order No. __ _ PAYMENT SCHEDULE FOR MACHINERY AND EQUIPMENT I hereby request payment of the amounts specified below to the payees whose names and addresses are stated below. I certify that the description of the purchase or nature of each payment is reasonable, accurate and complete. I further certify that the items described are free and clear of any liens or security interests. I have attached to this schedule a copy of the purchase order or seller's invoice for each item. Payee Name 600596.20211 \PROJECT LEASE v.3 PAYMENT SCHEDULE Description of Equipment (include name of seller, manufacturer, descriptive name, capacity, serial number of model number, if available) A-3 Amount Initials APPENDIXB FORM OF CERTIFICATE OF COMPLETION CERTIFICATE OF COMPLETION The undersigned, being the Authorized Tenant Representative for GPM No. 2, LLC (the "Tenant"), as tenant under a certain Project Lease dated as of November 1, 2021 (the" Project Lease") between the City of Salina, Kansas (the "Issuer") and the Tenant, and as beneficiary of the Issuer's Taxable Industrial Revenue Bonds, Series 2021 (Great Plains Project) issued pursuant to a certain Indenture dated as of November 1, 2021 (the "Indenture") hereby certifies as follows. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Indenture and Project Lease. 1. The Improvements have been substantially completed in accordance with the plans and specifications prepared at the Tenant's direction. 2. Such Improvements have been substantially completed in a good and workmanlike manner. 3. There are no mechanic's, materialmen's liens or other statutory liens on file encumbering title to the Real Property; all bills for labor and materials furnished for the Improvements which could form the basis of a mechanic's, materialmen's or other statutory lien against the Real Property have been paid in full, and within the past four months no such labor or materials have been furnished which have not been paid for. 4. All Improvements are located or installed upon the Real Property. 5. All material provisions of applicable building codes have been complied with and, if applicable, a certificate of occupancy has been issued with respect to the Project. 6. All moneys remaining in the Project Fund being held by the Trustee under the Indenture should be transferred to the Debt Service Fund being held by the Trustee under the Indenture as required by Section 5.04 of the Indenture, to be applied as provided therein. IN WITNESS WHEREOF, the undersigned Authorized Tenant Representative has signed this Certificate, and states, under penalty of perjury, that the statements of fact made in this Certificate are true and correct. STATE OF KANSAS COUNTY OF SALINE ) ) SS: ) Subscribed and sworn to or affirmed before me, a notary public, this _ day of ____ , 20_. [SEAL] Notary Public My Appointment Expires: _______ _ 600596.20211 \PROJECT LEASE v.3 B-1 SCHEDULE/ SCHEDULE I TO THE PROJECT LEASE, DATED AS OF NOVEMBER 1, 2021, BY AND BETWEEN CITY OF SALINA, KANSAS AND GPM NO. 2, LLC PROPERTY SUBJECT TO PROJECT LEASE (A) A leasehold interest in the following described real estate located in Saline County, Kansas: TRACT 1: A TRACT OF LAND DESCRIBED AS THE NORTH 6 ACRES OF THE WEST HALF OF THE NORTHWEST QUARTER OF SECTION TWELVE (12), TOWNSHIP FIFTEEN (15) SOUTH, RANGE THREE (3) WEST OF THE SIXTH P.M., IN SALINE COUNTY, KANSAS, LESS U,S. HIGHWAY RIGHT-OF-WAY, MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE EAST RIGHT-OF-WAY LINE OF EXISTING U.S. HIGHWAY 81 AND THE NORTH LINE OF THE SAID NORTHWEST QUARTER, SAID POINT BEING ON AN ASSUMED BEARING OF SOUTH 89°40'52" EAST, 70.3 FEET FROM THE NORTHWEST CORNER OF SAID QUARTER SECTION: THENCE SOUTH 89°40'52" EAST ALONG THE NORTH LINE OF SAID QUARTER SECTION 1244.52 FEET TO THE NORTHEAST CORNER OF THE WEST HALF OF SAID QUARTER SECTION; THENCE SOUTH 00°00'56" ALONG THE EAST LINE OF THE WEST HALF OF SAID QUARTER SECTION, 198.78 FEET; THENCE NORTH 89°40'52" WEST, 1244.78 FEET TO THE EAST RIGHT-OF-WAY LINE OF EXISTING U.S. HIGHWAY 81; THENCE NORTH 00°05'20" EAST, ALONG SAID RIGHT-OF-WAY LINE, 198.78 FEET, MORE OR LESS, TO THE POINT OF BEGINNING, EXCEPT THE EXISTING HIGHWAY RIGHT-OF-WAY AND THE ABOVE DESCRIBED TRACT IS FURTHER SUBJECT TO THE NORTH 24.75 FEET NOW, AND TO BE USED FOR ROADWAY PURPOSES. TRACT 2: A TRACT OF LAND DESCRIBED AS THE WEST HALF OF THE NORTHWEST QUARTER, LESS THE NORTH 6 ACRES, OF SECTION TWELVE (12), TOWNSHIP FIFTEEN (15) SOUTH, RANGE THREE (3) WEST OF THE SIXTH P.M., IN SALINE COUNTY, KANSAS, LESS U,S. HIGHWAY RIGHT-OF-WAY, MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE EAST RIGHT-OF-WAY LINE EXISTING U.S., HIGHWAY 81 AND THE SOUTH LINE OF THE SAID NORTHWEST QUARTER, SAID POINT BEING ON AN ASSUMED BEARING OF SOUTH 89°43'31" EAST, 66.2 FEET FROM THE SOUTHWEST CORNER OF SAID QUARTER SECTION; THENCE NORTH 00°05'20" EAST ALONG SAID RIGHT-OF-WAY LINE, 2445.77 FEET; THENCE SOUTH 89°40'52" EAST, 1244.78 FEET TO THE POINT ON THE EAST LINE, 198.78 FEET SOUTH OF THE NORTHEAST CORNER OF THE WEST HALF OF SAID QUARTER SECTION; THENCE SOUTH 00°00'56" WEST ALONG THE EAST LINE OF THE WEST HALF OF SAID QUARTER SECTION 2444.82 FEET TO THE SOUTHEAST CORNER OF THE WEST HALF OF SAID QUARTER SECTION; THENCE NORTH 89°43'31" WEST, ALONG THE SOUTH LINE OF SAID QUARTER SECTION 1247.9 FEET, MORE OR LESS, TO THE POINT OF BEGINNING, EXCEPT EXISTING HIGHWAY RIGHT-OF-WAY. TRACT 3: A TRACT OF LAND DESCRIBED AS THE EAST HALF OF THE NORTHWEST QUARTER OF SECTION TWELVE (12), TOWNSHIP FIFTEEN (15) SOUTH, RANGE THREE (3) WEST OF THE SIXTH P.M., IN SALINE COUNTY, KANSAS, LESS UNION PACIFIC RAILROAD RIGHT-OF-WAY, MORE PARTICULARLY DESCRIBED AS FOLLOWS: 600596.20211 \PROJECT LEASE v .3 S-1 BEGINNING AT THE INTERSECTION OF THE WEST RIGHT-OF-WAY LINE OF EXISTING UNION PACIFIC RAILROAD AND THE NORTH LINE OF THE SAID NORTHWEST QUARTER, SAID POINT BEING ON AN ASSUMED BEARING OF THE NORTH 89°40'52" WEST, 12.06 FEET FROM THE NORTHEAST CORNER OF SAID QUARTER SECTION; THENCE SOUTH 00°02'40" WEST, ALONG SAID RIGHT-OF-WAY LINE, 2642.59 FEET TO A POINT ON THE SOUTH LINE, 12.67 FEET WEST OF THE SOUTHEAST CORNER OF SAID QUARTER SECTION; THENCE NORTH 89°43'31" WEST ALONG SAID SOUTH LINE, 1301.43 FEET TO THE SOUTHWEST CORNER OF THE EAST HALF IF SAID QUARTER SECTION; THENCE NORTH 00°00'56" EAST ALONG THE WEST LINE OF THE EAST HALF OF SAID QUARTER SECTION, 2643.60 FEET TO THE NORTHWEST CORNER OF THE EAST HALF OF SAID QUARTER SECTION; THENCE SOUTH 89°40'52" EAST ALONG THE NORTH LINE OF SAID QUARTER SECTION, 1302.76 FEET, MORE OR LESS, TO THE POINT OF BEGINNING, EXCEPT THE EXISTING UNION PACIFIC RAILROAD RIGHT-OF-WAY. THE ABOVE DESCRIBED TRACT IS FURTHER SUBJECT TO THE NORTH 24.75 FEET NOW, AND TO BE USED FOR ROADWAY PURPOSES AND AN EASEMENT TO THE KANSAS POWER AND LIGHT COMP ANY FOR HIGH PRESSURE GAL LINE ALONG THE EAST LINE OF THE DESCRIBED TRACT. SAID DESCRIPTION WERE FURNISHED BY PROPERTY PLAN NO, A231EN-2 DATED AUGUST 4, 1970 BEING THE SAME PROPERTY CONVEYED TO GRANTOR BY WESTINGHOUSE ELECTRIC CORPORATION, DATED FEBRUARY 11, 1983 RECORDED IN OFFICIAL RECORDS OF SALINE COUNTY IN BOOK 334, PAGE 316. LESS AND EXCEPT: THAT PORTION OF LAND CONVEYED FROM GRANTOR TO THE CITY OF SALINA, KANSAS DATED MARCH 20, 2003 RECORDED IN OFFICIAL RECORDS OF SALINE COUNTY IN BOOK 1039, PAGE 1925, MORE PARTICULARLY DESCRIBED AS FOLLOWS: A TRACT OF LAND IN THE NORTHWEST QUARTER OF SECTION TWELVE (12), TOWNSHIP FIFTEEN (15) SOUTH, RANGE THREE (3) WEST OF THE SIXTH (6TH) PRINCIPAL MERIDIAN, SALINE COUNTY, KANSAS, MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHWEST CORNER OF SAID QUARTER SECTION; THENCE ON AN ASSUMED BEARING OF SOUTH 89°43'35" EAST, A DISTANCE OF SEVENTY AND THIRTY HUNDREDTHS (70.30) FEET ALONG THE NORTH LINE OF SAID QUARTER SECTION TO THE EASTERLY RIGHT-OF-WAY LINE OF NINTH STREET; THENCE SOUTH 00°01'02" EAST, A DISTANCE OF FORTY-FIVE (45 AND NO HUNDREDTHS (45.00) FEET ALONG SAID EASTERLY RIGHT-OF-WAY LINE TO THE SOUTHERLY RIGHT-OF-WAY LINE OF WATERWELL ROAD AND THE POINT OF BEGINNING; THENCE S 00°01'02" EAST A DISTANCE OF THIRTY AND FORTY-FOUR HUNDREDTHS (30.44) FEET CONTINUING ALONG SAID EASTERLY RIGHT-OF- W A Y LINE OF NINTH STREET; THENCE NORTH 77°51'04" EAST, A DISTANCE OF FORTY-FIVE AND SEVENTY-FIVE HUNDREDTHS (45.75) FEET; THENCE SOUTH 89°43'35" EAST, A DISTANCE OF TWO HUNDRED FORTY-SIX AND SIX HUNDREDTHS (246.06 FEET); THENCE NORTH 20°31'48" EAST, A DISTANCE OF TWENTY-ONE AND NINETY-FIVE HUNDREDTHS (21.95) FEET TO A POINT ON SAID SOUTHERLY RIGHT-OF-WAY LINE OF WATERWELL ROAD; THENCE NORTH 89°43'35" WEST, A DISTANCE OF TWO HUNDRED NINETY-EIGHT AND FIFTY HUNDREDTHS 298.50 FEET ALONG SAID SOUTHERLY RIGHT-OF-WAY LINE TO THE POINT OF BEGINNING. THE ABOVE DESCRIBED TRACT OF LAND CONTAINS 0.14 ACRES, MORE OR LESS. the real property constituting the "Real Property" as referred to in the Project Lease, subject to Permitted Encumbrances. 600596.20211 \PROJECT LEASE v.3 S-2 (B) The buildings, improvements, equipment, fixtures and personal property now or hereafter acquired, constructed, or installed on the Real Property and financed or refinanced with proceeds of the Bonds. The property described in paragraphs (A) and (B) of this Schedule I, together with any alterations or additional improvements properly deemed a part of the Project pursuant to and in accordance with the provisions of Sections 10.3 and 10.4 of the Project Lease, constitute the "Project" as referred to in both the Project Lease and the Indenture. 600596.20211 \PROJECT LEASE v.3 S-3 600596.20211\BPA v.l GPM NO. 2, LLC ASTENANT CITY OF SALINA, KANSAS AS ISSUER GPM NO. 2, LLC AS PURCHASER BOND PURCHASE AGREEMENT NOT TO EXCEED $20,000,000 TAXABLE INDUSTRIAL REVENUE BONDS SERIES2021 (GREAT PLAINS PROJECT) GILMORE & BELL, P.C. 10/04/2021 BOND PURCHASE AGREEMENT NOT TO EXCEED $20,000,000 CITY OF SALINA, KANSAS TAXABLE INDUSTRIAL REVENUE BONDS SERIES 2021 (GREAT PLAINS PROJECT) Dated: NOVEMBER 16, 2021 THIS AGREEMENT entered into as of November 1, 2021 (the "Sale Date"), between GPM No. 2, LLC, a Kansas limited liability company (the "Tenant"), the City of Salina, Kansas (the "Issuer") and GPM No. 2, LLC, Salina, Kansas (the "Purchaser"), collectively referred to herein as the "Parties." All capitalized terms not specifically defined herein shall have the same meaning as defined in the hereinafter referenced Indenture and Project Lease, unless some other meaning is plainly indicated. SECTION 1. RECITALS. (a) The Issuer proposes to issue and sell the Bonds identified above (the "Bonds") to provide funds to the acquisition, renovation and equipping of a commercial facility (the "Project") located outside the corporate limits of the Issuer, to be leased by the Issuer to the Tenant pursuant to a Project Lease dated as of November 1, 2021 (the "Project Lease"). (b) Pursuant to the constitution and laws of the State of Kansas, including K.S.A. 12-1740 et seq. (the "Act"), the Bonds are limited obligations of the Issuer payable solely from the Trust Estate under the Indenture (hereinafter defined), including payments derived by the Issuer from the Project Lease. The Bonds will be dated November 16, 2021, will contain such other terms and provisions as are set forth in an ordinance duly passed by the governing body of the Issuer on Ordinance (the "Ordinance"), and other proceedings and determinations related thereto as authorized and governed by the provisions of a Trust Indenture (the "Indenture") dated November 1, 2021 between the Issuer and BOKF, N.A., Kansas City, Missouri, as trustee (the "Trustee"). ( c) In order to induce the Purchaser to enter into this Bond Purchase Agreement and to purchase the Bonds at a price and bearing interest at the rate or rates set forth in the Indenture, the Issuer and the Tenant have joined in this Bond Purchase Agreement. (d) The proceeds of the sale of the Bonds are to provide funds to pay Project Costs (as defined in the Indenture), all as set forth in the Project Lease, Ordinance and Indenture. SECTION 2. PURCHASE, SALE AND DELIVERY OF THE BONDS. (a) On the basis of the representations, warranties and covenants contained herein and in the other agreements and documents referred to herein, and subject to the terms and conditions herein set forth, the Purchaser agrees to purchase from the Issuer and the Issuer agrees to sell to the Purchaser the Bonds not later than 12:00 Noon, applicable Central time on November 16, 2021, or such other place, time or date as shall be mutually agreed upon by the Issuer and the Purchaser, at the purchase price as advanced on the Issue Date, and as subsequently advanced as provided in the Indenture (collectively, the "Purchase Price"). The date of such delivery and payment is herein called the "Issue Date," the hour and date of such delivery and payment is herein called the "Closing Time" and the transactions to be accomplished for delivery of the Bonds on the Issue Date shall be herein called the "Closing." The Bonds 600596.20211 \BPA v.1 shall be issued under and secured as provided in the Indenture and the Bonds shall have the maturities and interest rates as set forth in the Bonds. The Bonds shall contain such other provisions as are described in the Indenture. (b) The Parties acknowledge and agree that: (1) the purchase and sale of the Bonds pursuant to this Bond Purchase Agreement is an arm's-length commercial transaction between the Issuer and the Purchaser; (2) in connection with such transaction, the Purchaser is acting solely as a principal and not as an agent or a fiduciary of any of the Issuer or the Tenant; (3) the Purchaser has not assumed (individually or collectively) a fiduciary responsibility in favor of the Issuer or the Tenant with respect to the offering of the Bonds or the process leading thereto (whether or not the Purchaser, or any affiliate of the Purchaser, has advised or is currently advising the Issuer or the Tenant on other matters) or any other obligation to the Issuer or the Tenant, except with respect to the obligations expressly set forth in this Bond Purchase Agreement; and (4) the Issuer and the Tenant have consulted with their own legal and financial advisors to the extent it deemed appropriate in connection with the offering of the Bonds. (c) The delivery of the Bonds shall be made in definitive form, as fully registered bonds (in such denominations as the Purchaser shall specify in writing at least 48 hours prior to the Closing Time) duly executed and authenticated; provided, however, that the Bonds may be delivered in temporary form. The Bonds shall be available for examination by the Purchaser at least 24 hours prior to the Closing Time. SECTION 3. REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS OF THE PURCHASER By the execution hereof the Purchaser hereby represents, warrants and agrees with the Issuer and the Tenant that as of the date hereof and at the Closing Time: (a) Purchaser is a national banking association with its principal corporate offices located in Kansas City, Missouri, and, pursuant to all necessary corporate action, is authorized to purchase the Bonds and to execute and perform this Bond Purchase Agreement. (b) Purchaser is knowledgeable and experienced in financial and business matters and is capable of evaluating investment merit and risks associated with its purchase of the Bonds. The Purchaser has been furnished and has reviewed the provisions of the Ordinance, Indenture and Project Lease relating to the authorization of and security for payment of the Bonds. Prior to the execution hereof Purchaser also obtained and examined such financial records and information necessary in order to enable itself to fully evaluate the terms and provisions of the Bonds and of the Indenture and Project Lease authorizing their issuance and providing for the payment thereof and the financial and investment merits and risks associated with the purchase of the Bonds. On the basis of such information materials and Purchaser's investigation, Purchaser has made the decision to purchase the Bonds and has not relied upon any representations of the Issuer or any of its officers or employees with respect to the Project, the Tenant or security for payment of the Bonds. ( c) Purchaser is purchasing the Bonds as an investment for its own account and not with a view to the sale, redistribution or other disposition thereof in the ordinary course of business in a transaction not amounting to a public offering as contemplated by Section 4(2) of the Securities Act of 1933, as amended. Purchaser acknowledges that (1) the Bonds will not be registered under the Securities Act of 1933, as amended or any applicable state securities law, (2) the Bonds may not be transferred unless, in the opinion of counsel acceptable to the Issuer and the Trustee, such transfer will not cause a violation of the Securities Act of 1933, as amended, or any applicable state securities law and that (3) language consistent with the foregoing restrictions will appear in the registration and transfer provisions of the Indenture. 600596.20211\BPA v.l 2 SECTION 4. ISSUER'S REPRESENTATIONS. The Issuer represents, covenants and warrants, to the best of its knowledge and belief, as follows, all of which will continue in effect subsequent to the Closing: (a) The Issuer is a municipal corporation incorporated as a city of the first class under the laws of the State of Kansas. (b) The governing body of the Issuer did enact the Ordinance; it has been signed by a duly authorized official of the Issuer, it has been published once in the official city newspaper as required by law, and it is presently in full force and effect and has not been amended or modified. ( c) The Issuer has full power and authority to execute and deliver the Indenture, the Site Lease, the Project Lease, the Bond Purchase Agreement and any and all other documents reasonably necessary in connection with the Indenture, the Project Lease the Site Lease and the Bond Purchase Agreement (the "Issuer Documents"); the Issuer Documents have been duly executed and delivered by the Issuer in the manner authorized and constitute legal, valid and binding obligations of the Issuer in accordance with their terms, except to the extent limited by or subject to bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights, principles of equity or the exercise of judicial discretion. ( d) The execution, delivery and performance of the Issuer Documents will not conflict with or constitute on the part of the Issuer a material breach or default under any agreement, indenture or instrument known to it to which the Issuer is a party or by which it is bound. (e) The Issuer has duly and validly authorized the taking on its behalf of any and all actions necessary to carry out and give effect to the transactions contemplated to be performed on its part by the Ordinance and the Issuer Documents. (f) There is not now pending or, to the knowledge of the officials of the Issuer, threatened any litigation seeking to restrain or enjoin the issuance or delivery of the Bonds, or contesting or questioning (i) the validity of the Bonds, (ii) the proceedings or authority under which they are issued, (iii) the existence of the Issuer, (iv) the authority of the Issuer to enact the Ordinance or enter into the Issuer Documents, or (v) the Issuer's pledge of the Project, the revenues therefrom and the Trust Estate under the Indenture as security for the payment of the Bonds. (g) Any certificate signed by an official of the Issuer and delivered to the Purchaser shall be deemed a representation by the Issuer to the Purchaser as to the truth of the statements made in such certificate. SECTION 5. REPRESENTATIONS OF THE TENANT. The Tenant makes the following representations as of the Closing, all of which will continue in effect subsequent to the Closing: (a) The Tenant is a duly formed Kansas limited liability company, duly authorized to do business under the laws of the State of Kansas. (b) The Tenant has full power and authority to enter into, execute and deliver the Site Lease, the Project Lease and this Bond Purchase Agreement (the "Tenant Documents"), and to perform its obligations thereunder, all of which have been duly authorized by all proper and necessary corporate action, 600596.20211\BPA v.1 3 and no consent or approval of parties not signatories to this Bond Purchase Agreement or of any public authority other than the Issuer is necessary to carry out the same. (c) The execution, delivery and performance by the Tenant of the Tenant Documents will not conflict with or constitute a material violation or breach of or a default under its articles of organization or operating agreement, or any mortgage, indenture, deed of trust, contract, instrument or agreement binding on it or affecting its property, or any provision of law or order, rule, regulation, ordinance or decree of any court, government or governmental body having jurisdiction over the Tenant or any of its property. (d) To the actual knowledge of the Manager of the Tenant signing this Bond Purchase Agreement, there is no litigation, proceeding or investigation by or before any court, public board or body, pending, or threatened, against or affecting the Tenant, its managers or property, challenging the validity of the Tenant Documents, or seeking to enjoin any of the transactions contemplated by such instruments or the performance by the Tenant of its obligations thereunder, or challenging the acquisition or operation of the Project. Further, no litigation, proceeding, or investigation is pending or, to the knowledge of the manager of the Tenant signing this Bond Purchase Agreement, threatened, against the Tenant, its managers or property except (i) that arising in the normal course of the its business operations, and being defended by or on behalf of the Tenant, in which the probable ultimate recovery and estimated defense costs and expenses, in the opinion of the management of the Tenant will be entirely within applicable insurance policy limits (subject to applicable self-insurance, retentions and deductibles), or (ii) that which, if determined adversely to the Tenant, would not, in the opinion of the management of the Tenant, materially adversely affect the Tenant's operations or condition, financial or otherwise. SECTION 6. TENANT'S COVENANT. The Tenant will promptly notify the Purchaser of any material adverse change in the business, properties or financial condition of the Tenant, or with respect to the Project, occurring before Closing. SECTION 7. REPRESENTATIONS TO SURVIVE CLOSING. The representations, warranties, agreements, and indemnities of the Issuer, the Tenant and the Purchaser contained herein will survive the Closing and any investigation made by or on behalf of the Issuer, the Purchaser, the Tenant of any matters described in, or related to, the transactions contemplated hereby and by the Site Lease and the Project Lease. SECTION 8. CONDITIONS OF CLOSING. The Purchaser's obligations to purchase the Bonds are subject to fulfillment of the following conditions at or before Closing: (a) The representations of the Issuer the Tenant hereunder must be true on and as of the Issue Date and must be confirmed by certificates dated as of the Closing; (b) Neither the Issuer nor the Tenant has defaulted in the performance of any of their respective covenants hereunder; (c) The Purchaser must receive at the Closing: (i) an opinion of Bond Counsel, dated as of the Closing, in form and substance satisfactory to the Purchaser and its counsel. 600596.20211\BPA v.1 4 (ii) (iii) (iv) (v) (vi) an op1mon of counsel for the Tenant, dated as of the Closing, in form and substance satisfactory to Bond Counsel and to the Purchaser and its counsel confinning the Tenant's representations as set forth in paragraphs (b) and (c) inclusive of Section 5 of this Bond Purchase Agreement. an opinion of counsel for the Issuer, dated as of the Closing, in form and substance satisfactory to Bond Counsel and to the Purchaser and its counsel, confirming the Issuer's representations set forth in paragraphs (a) through (f) inclusive of Section 4 of this Bond Purchase Agreement. a certificate or certificates, satisfactory in form and substance to Bond Counsel and the Purchaser and its counsel, of an authorized official of the Issuer dated the date of the Closing to the effect that (A) each of the representations of the Issuer set forth in Section 4 hereof is true, accurate and complete in all material respects as of the Closing, and each of the agreements of the Issuer set forth in this Bond Purchase Agreement to be complied with at or prior to the Closing has been complied with; and (B) no litigation is pending, or to such official's knowledge, threatened, to restrain or enjoin the issuance or delivery of the Bonds, or contesting or questioning the validity of the Bonds, the proceedings or authority under which they are issued, the existence of the Issuer, the authority of the Issuer to enact the Ordinance or enter into the Indenture, the Project Lease or the Bond Purchase Agreement, or the Issuer's pledge of the Project, the revenues therefrom and the Trust Estate under the Indenture as security for the payment of the Bonds, and (C) that none of the proceedings authorizing issuance of the Bonds or execution and delivery of the bond documents has been repealed, revoked or rescinded. a certificate or certificates, satisfactory in form and substance to Bond Counsel and to the Purchaser and its counsel, of managers of the Tenant, dated the date of Closing to the effect that each of the representations of the Tenant set forth in Section 5 hereof is true, accurate and complete in all material respects as of the Closing, and each of the agreements of the Tenant set forth in this Bond Purchase Agreement to be complied with at or prior to the Closing has been complied with as of such time; Such additional certificates, legal and other documents, listed on a closing agenda to be approved by Bond Counsel and counsel to the Purchaser, as the Purchaser may reasonably request to evidence performance or compliance with the provisions hereof and the transactions contemplated hereby and by the Indenture and Project Lease, or as Bond Counsel shall require in order to render its opinion, all such certificates and other documents to be satisfactory in form and substance to the Purchaser. (d) At Closing, there shall not have been any adverse change in the business, property or financial condition of the Tenant from that furnished to the Purchaser which, in the judgment of the Purchaser, is material and makes it inadvisable to proceed with the sale of the Bonds; and the Purchaser shall have received a certificate from the Tenant that no material adverse change has occurred or, if such a change has occurred, full information with respect thereto. 600596.20211\BPA v.1 5 SECTION 9. THE PURCHASER'S RIGHT TO CANCEL The Purchaser shall have the right to cancel the obligation hereunder to purchase the Bonds (such cancellation shall not constitute a default for purposes of Section 1 hereof) by notifying the Issuer, the Tenant in writing or by facsimile of its election to make such cancellation prior to the Closing Time, if at any time after the execution of this Bond Purchase Agreement and prior to the Closing Time, the market price or marketability of the Bonds, or the ability of the Purchaser to enforce contracts for the sale of the Bonds, shall be materially adversely affected by any of the following events: (a) Any legislation, ordinance, rule or regulation shall be introduced in or be enacted by the Legislature of the State or by any other governmental body, department or agency of the State, or a decision by any court of competent jurisdiction within the State shall be rendered, or litigation challenging the law under which the Bonds are to be issued shall be filed in any court in the State. (b) A stop order, ruling, regulation or official statement by, or on behalf of, the SEC or any other governmental agency having jurisdiction of the subject matter shall be issued or made to the effect that the issuance, offering or sale of obligations of the general character of the Bonds, or the issuance, offering or sale of the Bonds, including all underlying obligations, as contemplated hereby, is in violation or would be in violation of any provision of the 1933 Act, the 1934 Act or the Trust Indenture Act of 1939, as amended. (c) Legislation shall be enacted by the Congress of the United States of America, or a decision by a court of the United States of America shall be rendered, to the effect that obligations of the general character of the Bonds, or the Bonds, including all the underlying obligations, are not exempt from registration under or from other requirements of the 1933 Act or the 1934 Act. ( d) A material disruption in securities settlement, payment or clearance services affecting the Bonds shall have occurred; or additional material restrictions not in force as of the date hereof shall have been imposed upon trading in securities generally by any governmental authority or by any national securities exchange. (e) The New York Stock Exchange or any other national secuntles exchange, or any governmental authority, shall impose, as to the Bonds or obligations of the general character of the Bonds, any material restrictions not now in force, or increase materially those now in force, with respect to the extension of credit by, or the charge to the net capital requirements of, the Purchaser. (f) Any general banking moratorium shall have been established by federal, New York or Kansas authorities. (g) A material default has occurred with respect to the obligations of, or proceedings have been instituted under the Federal bankruptcy laws or any similar state laws by or against, any state of the United States or any city located in the United States having a population in excess of one million persons or any entity issuing obligations on behalf of such a city or state. (h) Any proceeding shall be pending or threatened by the SEC against the Issuer. (i) A war involving the United States shall have been declared, or any conflict involving the armed forces of the United States shall have escalated, or any other national emergency relating to the effective operation of government or the financial community shall have occurred. 600596.20211 \BPA v.1 6 (k) A default by or a moratorium initiated by the United States in respect to payment of any direct obligation of, or obligation the principal of and interest on which is fully and unconditionally guaranteed as to full and timely payment by, the United States of America. SECTION 10. PAYMENT OF EXPENSES (a) Whether or not the Bonds are sold by the Issuer to the Purchaser (unless such sale be prevented at the Closing Time by the Purchaser's default), the Purchaser, unless otherwise contracted for, shall be under no obligation to pay any expenses incident to the performance of the obligations of the Issuer or the Tenant hereunder; nor shall the Issuer or the Tenant, unless otherwise contracted for, be under any obligation to pay any expenses incident to the performance of the obligations of the Purchaser hereunder (unless such sale be prevented at the Closing Time by the Issuer's or the Tenant's default). (b) All expenses and costs to effect the authorization, preparation, issuance, delivery and sale of the Bonds shall be paid by the Tenant out of the proceeds of the Bonds or other Tenant funds. Such expenses and costs shall include, but not be limited to: (1) the fees and disbursements of Bond Counsel; (2) the fees and disbursements of the Issuer's legal counsel; (3) fees and disbursements of the Tenant legal counsel; (4) the expenses and costs for the preparation, printing, photocopying, execution and delivery of the Bonds, this Bond Purchase Agreement and all other agreements and documents contemplated hereby; (5) fees of the Trustee; and (6) all costs and expenses of the Issuer relating to the issuance of the Bonds. The Purchaser shall be responsible for payment of the costs of qualifying the Bonds for sale in the various states chosen by the Purchaser, all advertising expenses in connection with the offering of the Bonds, the fees and disbursements of the Purchaser's legal counsel and all other expenses incurred by the Purchaser in connection with the offering, sale and distribution of the Bonds. SECTION 11. NOTICES AND OTHER ACTIONS. All notices, demands and formal actions hereunder will be in writing mailed, faxed or delivered to: The Issuer: The Tenant and Purchaser: City of Salina, Kansas 120 W. Ash Street Salina, Kansas 67401 Attn: City Clerk GPM No. 2, LLC 1525 E. North Street Salina, Kansas 67401 Attn: Chief Financial Officer SECTION 12. MISCELLANEOUS (a) This Bond Purchase Agreement shall be binding upon the Parties and their respective successors. This Bond Purchase Agreement and the terms and provisions hereof are for the sole benefit of only those persons, except that the representations, warranties, indemnities and agreements of the Issuer and the Tenant contained in this Bond Purchase Agreement shall also be deemed to be for the benefit of the person or persons, if any, who control the Purchaser (within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act). Nothing in this Bond Purchase Agreement is intended or shall be construed to give any person, other than the persons referred to in this Paragraph, any legal or equitable right, remedy or claim under or in respect of this Bond Purchase Agreement or any provision contained herein. All of the representations, warranties and agreements of the Issuer contained herein shall remain 600596.20211\BPA v.l 7 / in full force and effect, regardless of: (1) any investigation made by or on behalf of the Purchaser, (2) delivery of and payment for the Bonds; or (3) any termination of this Bond Purchase Agreement. (b) For purposes of this Bond Purchase Agreement, "business day" means any day on which the New York Stock Exchange is open for trading. ( c) This Bond Purchase Agreement shall be governed by and construed in accordance with the laws of the State of Kansas. ( d) This Bond Purchase Agreement may be executed in one or more counterparts, and if executed in more than one counterpart, the executed counterparts shall together constitute a single instrument. (e) This Bond Purchase Agreement may not be assigned by either party without the express written consent of the other party. SECTION 13. EFFECTIVE DATE This Bond Purchase Agreement shall become effective upon acceptance hereof by the Issuer. [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK] 600596.20211\BPA v.1 8 Upon your acceptance of the offer, the foregoing agreement will be binding upon you and the Purchaser. Please acknowledge your agreement with the foregoing by executing the enclosed copy of this Bond Purchase Agreement and returning it to the undersigned. Date: Time: .m. ----- Accepted and agreed to as of the date first above written. GPM NO. 2, LLC By: ____________ _ Name: Title: CITY OF SALINA, KANSAS By: ATTEST: / ( 600596.2021 l\BPA v.l GPM NO. 2, LLC SALINA, KANSAS By: Name: Title: Date: Time: ----- Date: Time: (Signature Page to Bond Purchase Agreement) .m. Upon your acceptance of the offer, the foregoing agreement will be binding upon you and the Purchaser. Please acknowledge your agreement with the foregoing by executing the enclosed copy of this Bond Purchase Agreement and returning it to the undersigned. Date: Time: .m. ----- Accepted and agreed to as of the date first above written. GPM NO. 2, LLC By:--/4a1J-,L XzLu Name: Linda L. Salem Title: Manager GPM NO. 2, LLC SALINA, KANSAS By: .41414/4 /2alkz Name: Linda L. Salem Title: Manager Date: Time: .m. ----- CITY OF SALINA, KANSAS Date: Time: .m. ----- By: Mayor ATTEST: (Seal) By: City Clerk 600596.2021 l\BPA v.1 (Signature Page to Bond Purchase Agreement) EXCERPT OF MINUTES OF A MEETING OF THE GOVERNING BODY OF THE CITY OF SALINA, KANSAS HELD ON AUGUST 6, 2020 The governing body met in special session at the usual meeting place in the City, at 4:00 p.m., the following members being present and participating, to-wit: Present: Mayor Michael L. Hoppock (presiding), Commissioners Trent W. Davis, M.D., Rod Franz and Karl F. Ryan. Absent: Commissioner Melissa Rose Hodges. The Mayor declared that a quorum was present and called the meeting to order. The Mayor recused himself due to a conflict of interest. With the absence of Vice-Mayor Melissa Hodges, an election of a temporary chair was necessary. Trent W. Davis, M.D., was elected temporary chair for the meeting. ************** (Other Proceedings) Thereupon, there was presented a Resolution entitled: RESOLUTION DETERMINING THE ADVISABILITY OF THE CITY OF SALINA, KANSAS, TO ISSUE ITS INDUSTRIAL REVENUE BONDS IN ONE OR MORE SERIES IN THE APPROXIMATE PRINCIPAL AMOUNT OF $20,000,000 TO FINANCE THE COSTS OF ACQUIRING, CONSTRUCTING AND EQUIPPING MULTIPLE FACILITIES FOR THE BENEFIT OF A COMPANY LOCATED WITHIN THE CITY, AND ITS SUCCESSORS AND ASSIGNS Thereupon, Commissioner Ryan moved that said Resolution be adopted. The motion was seconded by Commissioner Franz. Said Resolution was duly read and considered, and upon being put, the motion for the adoption of said Resolution was carried by the vote of the governing body, the vote being as follows: Aye: Commissioners Trent W. Davis, M.D., Rod Franz and Karl F. Ryan. Nay: Thereupon, the Mayor declared said Resolution duly adopted and the Resolution was then duly numbered Resolution No. 20-7864 and was signed by the Mayor and attested by the Clerk. ************** (Other Proceedings) [BALANCE OF THIS PAGE INTENTIONALLY LEFf BLANK] On motion duly made, seconded and carried, the meeting thereupon adjourned. CERTIFICATE I hereby certify that the foregoing Excerpt of Minutes is a true and correct excerpt of the proceedings of the governing body of the City of Salina, Kansas, held on the date stated therein, and that the official min •&sbcli• . eedings are on file in my office. _., .,.'( OF S ,,.._~ 4:?, G ~ ..... : ... :-1// ,, . <~ • •• t-" ·j .. ~{~.r,GMJIZ£~••,:.°? 'y. L1 .L>:f • ~' ! ; 0~ : : t~--~ >.·] I.: • 1r--"7o •· · \, -1 \ (., ' / ;·~· r/ \ \ l -•• ci---("'-----,i •• •, ~ • \ '·' .... ,. .. ~ ... ' 'lo-, .. , ··• .. ·••I"·••"·· ( .. . .,i ' ' ' ' Shandi Wicks, CMC, City Clerk ~i .... 2 EXCERPT OF MINUTES OF A MEETING OF THE GOVERNING BODY OF THE CITY OF SALINA, KANSAS HELD ON DECEMBER 7, 2020 Gilmore & Bell, P.C. 12/02/2020 The governing body met in regular session via a Zoom meeting on December 7, 2020, at 4:00 p.m., the following members being present and participating, to wit: Present: Mayor Mike Hoppock, Commissioners Trent W. Davis, M.D., Rod Franz, Melissa Rose Hodges and Karl Ryan. Absent: The Mayor declared that a quorum was present and called the meeting to order. Mayor Hoppock recused himself due to a conflict of interest. Vice-Mayor Hodges presided. ************** (Other Proceedings) Among other business, in accordance with a notice published on November 28, 2020, in The Salina Journal, a public hearing was held by the governing body relating to the proposed issuance of Taxable Industrial Revenue Bonds (GPM No. 2, LLC) in the approximate principal amount of $20,000,000 (the "Bonds") and regarding an exemption from ad valorem taxation of property constructed or purchased with the proceeds of such Bonds. All interested persons were afforded an opportunity to present their views on the issuance of the Bonds, the location and nature of the Project to be financed with the proceeds of the Bonds and the exemption from ad valorem taxation. Thereupon, the public hearing was closed. Thereupon, there was presented a Resolution entitled: A RESOLUTION OF THE GOVERNING BODY OF THE CITY OF SALINA, KANSAS DETERMINING THE ADVISABILITY OF ISSUING TAXABLE INDUSTRIAL REVENUE BONDS FOR THE PURPOSE OF FINANCING THE ACQUISITION, RENOVATION AND EQUIPPING OF A COMMERCIAL FACILITY LOCATED IN THE ENVIRONS OF SAID CITY; AND AUTHORIZING EXECUTION OF RELATED DOCUMENTS Thereupon, Commissioner Ryan moved that said Resolution be adopted. The motion was seconded by Commissioner Franz. Said Resolution was duly read and considered, and upon being put, the motion for the adoption of said Resolution was carried by the vote of the governing body, the vote being as follows: Aye: Commissioners Trent W. Davis, M.D., Rod Franz, Melissa Rose Hodges and Karl Ryan. Nay: ________ _ Thereupon, the Mayor declared said Resolution duly adopted and the Resolution was then duly numbered Resolution No. 20-7916 and was signed by the Mayor and attested by the Clerk. ************** 600596.20211 \INITIAL PROCEEDINGS On motion duly made, seconded and carried, the meeting hereupon adjourned. ·cERTIFICA TE I hereby certify that the foregoing Excerpt of Minutes is a true and correct excerpt of the proceedings of the governing body of the City of Salina, Kansas held on the date stated therein, and that the official minutes of s _ .proceiz ~ 1gs are on file in my office. · -.,.,'{ OF 0 .·• ·. '• .. o ·······•;:✓,: • .,. ,, I 4!.✓ .-··· ·•... ·, \ [~Aof,GA."l!Z£o ·-./ .• "i u_ • • ·• l I o: 1("1-0 :: , i J\ ~ ~ u l l .-~ : ; ·"" ~ ·•.. ...-o..c» •. ·•~.-).! . / " vtf') ················ t .. , .✓ ' ✓ ~ ;~ J.-~ ./,,/ '~~ .... -:~~:;_,~ 600596.2021 I \INITIAL PROCEEDINGS ~ l<,}lPU- Shandi Wicks, CMC, City Clerk 2 EXCERPT OF MINUTES OF A MEETING OF THE GOVERNING BODY OF THE CITY OF SALINA, KANSAS HELD ON OCTOBER 25, 2021 The governing body of the City of Salina, Kansas met in regular session at the usual meeting place in the City on October 25, 2021, at 4:00 p.m., the following members being present and participating, to-wit: Mayor Melissa Rose Hodges (presiding), Trent W. Davis, M.D., Michael L. Hoppock, Aaron Peck and Karl Ryan. Absent: None. The Mayor declared that a quorum was present and called the meeting to order. ************** (Other Proceedings) Thereupon, there was presented for first reading an Ordinance entitled: AN ORDINANCE AUTHORIZING THE CITY OF SALINA, KANSAS TO ISSUE ITS TAXABLE INDUSTRIAL REVENUE BONDS, SERIES 2021 (GREAT PLAINS PROJECT) FOR THE PURPOSE OF THE ACQUISITION, RENOVATION AND EQUIPPING A COMMERCIAL FACILITY; AND AUTHORIZING CERTAIN OTHER RELATED DOCUMENTS AND ACTIONS. Thereupon, Commissioner Hoppock moved that said Ordinance be approved on first reading. The motion was seconded by Commissioner Ryan. Said Ordinance was duly read and considered, and upon being put, the motion for the approval upon first reading of said Ordinance was carried by the vote of the governing body, the vote being as follows: Aye: 5. Nay: 0. Thereupon, the Mayor declared said Ordinance duly approved. ************** (Other Proceedings) ************** 600596.20211 \ORDINANCE v.2 CERTIFICATE I certify that the foregoing Excerpt of Minutes is a true and correct excerpt of the proceedings of the governing body of the City of Salina, Kansas held on the date stated therein, and that the official minutes of the proceedings are on file in my office. [SEAL] ( 0{,(/~ -JoVonni A. R/itherford, City Clerk 600596.20211\ORDINANCE v.2 EXCERPT OF MINUTES OF A MEETING OF THE GOVERNING BODY OF THE CITY OF SALINA, KANSAS HELD ON NOVEMBER 1, 2021 The governing body of the City of Salina, Kansas met in regular session at the usual meeting place in the City on November 1, 2021, at 4:00 p.m., the following members being present and participating, to-wit: Mayor Melissa Rose Hodges (presiding), Trent W. Davis, M.D., Michael L. Hoppock, Aaron Peck and Karl Ryan. Absent: None. The Mayor declared that a quorum was present and called the meeting to order. ************** (Other Proceedings) Thereupon, there was presented for final passage an Ordinance entitled: AN ORDINANCE AUTHORIZING THE CITY OF SALINA, KANSAS TO ISSUE ITS TAXABLE INDUSTRIAL REVENUE BONDS, SERIES 2021 (GREAT PLAINS PROJECT) FOR THE PURPOSE OF THE ACQUISITION, RENOVATION AND EQUIPPING A COMMERCIAL FACILITY; AND AUTHORIZING CERTAIN OTHER RELATED DOCUMENTS AND ACTIONS. Thereupon, Commissioner Ryan moved that said Ordinance be passed. The motion was seconded by Commissioner Davis. Said Ordinance was duly read and considered, and upon being put, the motion for the final passage of said Ordinance was carried by the vote of the governing body, the vote being as follows: Aye: 5. Nay: 0. Thereupon, the Mayor declared said Ordinance duly passed and the Ordinance was then duly numbered Ordinance No. 21-11086 and was signed by the Mayor and the signature attested by the City Clerk. ************** ( Other Proceedings) ************** 600596.20211\ORDINANCE v.2 2 CERTIFICATE I certify that the foregoing Excerpt of Minutes is a true and correct excerpt of the proceedings of the governing body of the City of Salina, Kansas held on the date stated therein, and that the official minutes of the proceedings are on file in my office. [SEAL] 600596.20211\0RDINANCE v.2 (Clerk's Certificate of Minutes) L L L RESOLUTION NO. 20-7864 RESOLUTION DETERMINING THE ADVISABILITY OF THE CITY OF SALINA, KANSAS, TO ISSUE ITS INDUSTRIAL REVENUE BONDS IN ONE OR MORE SERIES IN THE APPROXIMATE PRINCIPAL AMOUNT OF $20,000,000 TO FINANCE THE COSTS OF ACQUIRING, CONSTRUCTING AND EQUIPPING MULTIPLE FACILITIES FOR THE BENEFIT OF A COMP ANY CURRENTLY REFERENCED AS PROJECT GEMINI LOCATED WITHIN THE ENVIRONS OF THE CITY, AND ITS SUCCESSORS AND ASSIGNS WHEREAS, the City of Salina, Kansas (the "City"), desires to promote, stimulate and develop the general welfare and economic prosperity of the City and its inhabitants and thereby to further promote, stimulate and develop the general welfare and economic prosperity of the State of Kansas; and WHEREAS, the City is authorized and empowered under the provisions of K.S.A. 12-1740 to 12-1749d, inclusive (the "Act"), to issue industrial revenue bonds to pay the cost of certain facilities (as defined in the Act) for the purposes set forth in the Act, and to lease such facilities to private persons, firms or corporations; and WHEREAS, a company located within the environs of the City (the "Company") currently referenced as Project Gemini has requested that the City finance the cost of acquiring, constructing and equipping one or more commercial facilities (individually a "Project" and collectively, the "Projects") through the issuance of its industrial revenue bonds in one or more series in the approximate principal amount of $20,000,000 ( collectively, the "Bonds"), and to lease the Projects to the Company, or its successors and assigns in accordance with the Act; and WHEREAS, it is hereby found and determined to be advisable and in the interest and for the welfare of the City and its inhabitants that the City finance the costs of each of the Projects by the issuance of the Bonds in one or more series under the Act in the approximate principal amount of $20,000,000, each series of Bonds to be payable solely out ofrentals, revenues and receipts derived from the lease of the applicable Project by the City to the Company, or its successors and assigns. NOW, THEREFORE, BE IT RESOLVED BY THE GOVERNING BODY OF THE CITY OF SALINA, KANSAS, AS FOLLOWS: Section 1. Approval of Projects. The Governing Body of the City hereby finds and determines that the acquiring, constructing and equipping of the Projects will promote the general welfare and economic prosperity of the City, and thereby further promote, stimulate and develop the general economic welfare and prosperity of the State of Kansas, and the issuance of the Bonds in one or more series to pay the costs of the Projects will be in furtherance of the public purposes set forth in the Act. The Projects shall be located within the City or its environs. Section 2. Intent to Issue Bonds. The Governing Body of the City hereby determines and declares the intent of the City to acquire, construct and equip the Projects out of the proceeds of the Bonds of the City in the approximate principal amount of $20,000,000 to be issued pursuant to the Act. Section 3. Provision for the Bonds. Subject to the conditions of this Resolution, the City expresses its intent to (i) issue its Bonds in one or more series to pay the costs of acquiring, constructing and equipping the Projects, with such maturities, interest rates, redemption terms and other provisions as may be determined by ordinance of the City; (ii) provide for the lease (with an option to purchase) of each Project to the Company; and (iii) to effect the foregoing, publish notice of public hearing, adopt such resolutions and ordinances and authorize the execution and delivery of such instruments and the taking of such action as may be necessary or L L L ~ w ., C: ! J!l "' 51 5i 8 advisable for the authorization and issuance of each series of Bonds by the City and take or cause to be taken such other action as may be required to implement the aforesaid. Section 4. Conditions to Issuance. The issuance of each series of Bonds and the execution and delivery of any documents related to each series of Bonds are subject to: (i) the receipt and approval by the City of appropriate applications for the issuance of each series of Bonds (ii) passage and publication of an ordinance authorizing each series of Bonds and obtaining any other necessary governmental approvals; (iii) agreement by the City, the Company and the purchaser of each series of Bonds upon (a) mutually acceptable tenns for each series of Bonds and for the sale and delivery thereof, and (b) mutua11y acceptable terms and conditions of any documents related to the issuance of each series of Bonds and the Projects; and (iv) the Company's compliance with the City's requirements relating to the issuance of industrial revenue bonds and ad valorem tax abatement. Section 5. Sale of the Bonds. The sale of each series of Bonds shall be the responsibility of the Company; provided, however, arrangements for the sale of each series of Bonds shall be acceptable to the City. Section 6. Ad Valorem Tax Abatement. Subject to the conditions in Section 4 and compliance with K.S.A. 12-1749c and 12-1749d and in consideration of the Company's decision to acquire, construct and equip the Projects, the City hereby expresses its intent to take all appropriate action to request the Kansas Board of Tax Appeals to approve a 100% ad valorem property tax abatement (not including special assessments and provided no exemption may be granted from the ad valorem property tax levied by a school district pursuant to the provisions ofK.S.A. 72-53,113, and amendments thereto, typically referred to as the "capital outlay levy" of the school district) for all property (including real property and building improvements) financed with the proceeds of each series of Bonds. Each Project financed with the Bonds shall be entitled to a 10-year tax abatement, with the first year of the abatement commencing on January 1 of the year following the year in which the series of Bonds associated with such Project are issued. In consideration of the City's agreement to request an ad valorem tax abatement, the Company will agree to enter into a perfonnance agreement containing mutually acceptable tenns and executed by the City and the Company. No payments in lieu of taxes will be required so long as the Company meets the perfonnance standards set forth in the agreement. Section 7. Notices. The Clerk is hereby authorized and directed to publish an appropriate notice of intent to issue the Bonds and to enter into a Lease with the Tenant pursuant to the provisions of the Act and to publish a notice of public hearing with respect to the granting of a complete or partial property tax exemption as required by Kansas law. Section 8. Limited Obligations of the City. As provided in the Act, the Bonds and the interest thereon would be a special, limited obligation of the City payable solely out of the amounts derived by the City under a Lease Agreement with the Company, and the Bonds are not a general obligation of the City, the State or of any other political subdivision thereof within the meaning of any State constitutional provision or statutory limitation. Section 9. Further Action. Counsel to the City and Gilmore & Bell, P.C., Bond Counsel for the City, together with the officers and employees of the City, are hereby authorized to work with the Company and their counsel, to prepare for submission to the City all documents necessary to effect the actions contemplated hereunder. Section 10. Effective Date. This Resolution shall take effect and be in full force immediately after its adoption by the Governing Body of the City and shall remain in effect until December 31, 2025. ADOPTED on August 6, 2020. -2- L l?l l l [SEAL] ATTEST: ~Lul!U Shandi Wicks, CMC, City Clerk CITY OF SALINA, KANSAS By:~~~~> fY'tD Trent W. Davis •• M.D .• Temporary Chair -3- ill RESOLUTION NO. 20-7916 Gilmore & Bell, P.C. 12/02/2020 A RESOLUTION OF THE GOVERNING BODY OF THE CITY OF SALINA, KANSAS DETERMINING THE ADVISABILITY OF ISSUING TAXABLE INDUSTRIAL REVENUE BONDS FOR THE PURPOSE OF FINANCING THE ACQUISITION, RENOVATION AND EQUIPPING OF A COMMERCIAL FACILITY LOCATED IN THE ENVIRONS OF SAID CITY; AND AUTHOIUZING EXECUTION OF RELATED DOCUMENTS WHEREAS, the City of Salina, Kansas (the "Issuer") desires to promote, stimulate and develop the general economic welfare and prosperity of the City of Salina and its environs, and thereby to forth er promote, stimulate and develop the general economic welfare and prosperity of the State of Kansas; and WHEREAS, pursuant to the provisions of the Kansas Economic Development Revenue Bond Act, as amended and codified in K.S.A. 12-1740 et seq. (the "Act"), the Issuer is authorized to issue revenue bonds for such purposes, and it is hereby found and determined to be advisable and in the interest and for the welfare of the Issuer and its inhabitants that revenue bonds of the Issuer in the approximate principal amount of$20,000,000 be authorized and issued, in one or more series, to provide funds to pay the costs of the acquisition, renovation and equipping of a commercial facility (the "Project") located in the environs of the Issuer and to be leased by the Issuer to GPM No. 2, LLC, a Kansas limited liability company (the "Tenant") for further sublease to Great Plains Manufacturing, Incorporated, a Kansas corporation. NOW, THEREFORE, BE IT RESOLVED BY THE GOVERNING BODY OF THE CITY OF SALINA, KANSAS: Section l. Public Purpose. The governing body of the Issuer hereby finds and determines that the Project will promote, stimulate and develop the general economic welfare and prosperity of the Issuer and its environs, and th_ereby further promote, stimulate and develop the general economic welfare and prosperity of the State of Kansas. Section 2. Authorization to Acquire Project; Intent to Issue Bonds. The Issuer is hereby authorized to proceed with the acquisition, renovation and equipping of the Project and to issue its revenue bonds, in one or more series, in the approximate principal amount of $20,000,000 (the "Bonds") to pay the costs thereof, subject to satisfaction of the conditions of issuance set forth herein. Section 3. Conditions to Issuance of Bonds. The issuance of1he Bonds is subject to: (a) the passage of an ordinance authorizing the issuance of the Bonds; (b) the successful negotiation of a Trust Indenture, Lease, Bond Purchase Agreement or other legal documents necessary to accomplish the issuance of the Bonds, the terms of which shall be in compliance with the Act and mutually satisfactmy to the Issuer and the Tenant; (c) the successful negotiation and sale of the Bonds to the Tenant (the "Purchaser"), which sale shall be the responsibility of the Tenant and not the Issuer; ( d) the receipt of the approving legal opinion of G i !more & Bell, P .C. ("Bond Counsel") in form acceptable to the Issuer, the Tenant and the Purchaser; (e) the obtaining of all necessary governmental approvals to the issuance of the Bonds; (f) the commitment to and payment by the Tenant or Purchaser of all expenses relating to the issuance of the Bonds, including, but not limited to: (i) expenses of the Issuer and the Issuer Attorney; (ii) any unde1writing or placement fees and expenses; (iii) all legal fees and expenses of Bond Counsel; and (iv) all recording and filing fees, including fees of the Kansas Board of Tax "' "' expenses of Bond Counsel; and (iv) all recording and filing fees, including fees of the Kansas Board of Tax Appeals; (g) the execution and delivery by the Tenant of a performance agreement in substantially the form presented to the governing body of the Issuer with this Resolution; and (h) the execution and delivery by the Tenant ofa consent to annexation of the Project by the Issuer. Section 4. Property Tax Exemption. The Issuer hereby determines that pursuant to the provisions of K.S.A. 79-20la Twenty-Fourth, the Project, to the extent purchased or constructed with the proceeds of the Bonds, should be exempt from payment of ad valorem property taxes for ten years commencing with the year following the year in which the Bonds are issued, provided proper application is made therefor; provided no exemption may be granted from the ad valorem property tax levied: (a) by a school district pursuant to the provisions ofK.S.A. 72-53, 113, and amendments thereto; and (b) for the uses restricted pursuantto the provisions of K.S.A. 79-20la, Second and Twenty-Fourth. 1n making such determination the governing body of the Issuer has conducted the public hearing and reviewed the analysis of costs and benefits of such exemption required by K.S.A. l 2-1749d. The Tenant is responsible for preparing such application and providing the same to the [ssuer for its review and submission to the State Board of Tax Appeals. The tax exemption granted is subject to the execution and delivery by the Tenant of a perfonnance agreement in substantially the fonn presented to the governing body of the Issuer with this Resolution. Section 5. Sales Tax Exemption. The Governing Body hereby dete1mines that pursuant to the provisions ofK.S.A. 79-3601 et seq. (the "Sales Tax Act''), particularly 79-3606(6) and (d) and other applicable laws, sales of tangible personal property or services purchased in connection with construction of the Project and financed with proceeds of the Bonds are entitled to exemption from the tax imposed by the Sales Tax Act; provided proper application is made therefore. ln the event that the Bonds are not issued for any reason, the Tenant will not be entitled to a sales tax exemption under the terms of the Sales Tax Act and will remit to the State Department of Revenue all sales taxes that were not paid due to reliance on the sales tax exemption certificate granted hereunder. Section 6. Reliance by Tenant; Limited Liability oflssuer. It is contemplated that in order to expedite acquisition of the Project and realization of the benefits to be derived thereby, the Tenant may incur temporary indebtedness or expend its own funds to pay costs of the Project prior to the issuance of the Bonds. Proceeds of Bonds may be used to reimburse the Tenant for such expenditures made not more than 60 days prior to the date this Resolution is adopted. The Bonds herein authorized and all interest thereon shall be paid solely from the revenues to be received by the Issuer from the Project and not from any other fund or source. The Issuer shall not be obligated on such Bonds in any way, except as herein set out. In the event that the Bonds are not issued, the Issuer shall have no liability to the Tenant. Section 7. Execution and Delivery of Performance Agreement. The Performance Agreement in the form presented to the Issuer with this Resolution is hereby approved. The Mayor and City Clerk are authorized to execute the Performance Agreement with the Tenant. Section 8. Further Action. The Clerk is hereby authorized to deliver an executed copy of this Resolution to the Tenant. The Mayor, Clerk and other officials and employees of the Issuer, including the Issuer's counsel and Bond Counsel, are hereby further authorized and directed to take such other actions as may be appropriate or desirable to accomplish the purposes of this Resolution, including, but not limited to: (a) cooperate with the Tenant in filing an application for a sales tax exemption ce1tificate with the Kansas Department of Revenue with respect to Bond-financed property; and (b) execution on behalf of the Issuer of the information statement regarding the proposed issuance of the Bonds to be filed with the State Board of Tax Appeals pursuant to the Act. Section 9. Effective Date. This resolution shall become effective upon adoption by the Governing Body and shall remain in effect until December 31, 2022, unless extended by affitmative vote of a majority of the Governing Body. 6005962021 !\INITIAL PROCEEDINGS 2 [BAI ANCE OF THfS PAGE lNTENTlONALLY LEFT BLANK] 0596.20211 \IN JT!AL PROCEEDINGS 3 "' "' z 0. "' r: "' "' r, ' T 'E "' C 0 } ADOPTED by the governing body of the City of Salina, Kansas on December 7, 2020. [SEAL] 4/;, Michael L. Hoppock; Attest: Shandi Wicks, CMC, City Clerk CERT IF I CATE I hereby certify that the above and foregoing is a true and correct copy of the Resolution of the Issuer adopted by the governing body on December 7, 2020, as the same appears of record in my office. DATED: December 7, 2020. Shandi Wicks, CMC, City Clerk 600596.2021 l\lNITIAL PROCEEDINGS AFFIDAVIT OF MAILING AND PUBLICATION Gilmore & Bell, P.C. 11/24/2020 I, the undersigned, of lawful age, upon oath or affirmation, hereby declare under the penalties of perjury: 1. I am the duly appointed and acting Clerk of the City of Salina, Kansas, and I was the duly appointed and acting Clerk at all times referred to in this affidavit. 2. On November 30, 2020, I mailed a letter and attached Notice of Public Hearing addressed as follows: County Clerk Board of County Commissioners City/County Building 300 W Ash St, Room 215 Salina, KS 67401 The foregoing items were mailed by first-class mail with adequate postage. Each envelope was endorsed with the return address of my office. Copies of the letter and notice mailed are attached to this affidavit. 3. Neither package was returned undelivered. 4. The Notice of Public Hearing mailed as stated above was published once in The Salina Journal, the official City newspaper, on November 28, 2020, which date was at least seven days prior to the date the public hearing was held. A true copy of the affidavit of publication of the Notice of Hearing is attached to this affidavit. 600596.20211 \INITIAL PROCEEDINGS Shandi Wicks, CMC City Clerk ST ATE OF KANSAS ) ) SS: COUNTY OF SALINE ) Subscribed and sworn or affirmed before me this ~day of December, 2020.' [SEAL] ~ Not~L;~~~~t~~~~nsas ~~ /~Public My Appl. Expires \0•'2 - My Appointment Expires: Typed or Printed Name of Notary PubJic \0-25-24 600596.2021 l\lNITlAL PROCEEDINGS County Clerk Board of County Commissioners City/County Building 300 W Ash St, Room 215 Salina, KS 67401 Re: November 30, 2020 Approximately $20,000,000 City of Salina, Kansas Taxable Industrial Revenue Bonds (GPM No. 2, LLC) We have enclosed for your information a Notice of the Public Hearing and Issuance of Industrial Revenue Bonds proposed by the City of Salina, Kansas pursuant to K.S.A. 12-l 749c and K.S.A. 12-l 749d, as amended. Enclosure 600596.20211 \INITIAL PROCEEDINGS Very truly yours, CITY OF SALINA, KANSAS ~·(;()~ Shandi Wicks, CMC City Clerk (Published in The Salina Joumal, November 28, 2020) NOTICE OF PUBLIC HEARING ANDOF ISSUANCE OFT AXABLE INDUSTRIAL REVENUE BONDS Public notice is hereby given that the City Commission of the City of Salina, Kansas (the "Issuer"), will conduct a public hearing on December 7, 2020 at 4:00 p.m., or as soon thereafter as may be heard at the City-County Building, 300 W. Ash, Room 107, Salina, Kansas in regard to the issuance by the Issuer of its Taxable Industrial Revenue Bonds (GPM No. 2, LLC), in the approximate principal amount of $20,000,000 (the "Bonds") and in regard to an exemption from ad valorem taxation of property constructed or purchased with the proceeds of such Bonds. The Bonds are proposed to be issued by the Issuer under authority of K.S.A. 12-1740 et seq., as amended, to pay the costs of the acquisition, renovation and equipping of an 800,000- square-foot commercial facility located at 3861 South 9th Street in the environs of the Issuer. The Issuer further intends to lease such facility to GPM No. 2, LLC, a Kansas limited liability company (the "Tenant"). The governing body of the Issuer will not pass an ordinance authorizing the issuance of such revenue bonds until said public hearing has been concluded. Notice is further given, in accordance with K.S.A. 12-l 744e, that the Issuer intends to issue the Bonds and lease the facility to the Tenant as set out above. A copy of this Notice, together with a copy of the inducement resolution of the Issuer to be considered for adoption on December 7, 2020, indicating the intent of the governing body of the Issuer to issue such Bonds and a report analyzing the costs and benefits of such property tax exemption are on file in the office of the Clerk, or will be as soon as completed, and available for public inspection during normal business hours. All persons having an interest in this matter will be given an opportunity to be heard at the time and place above specified. Due to the COVID-19 pandemic, the Issuer will conduct the public hearing and meeting via Zoom. Persons may access the meeting through a Zoom link, httns://us02web.zoom.ust j/89275984587 If a person wishes to speak during the public hearing, the person must raise their hand so the meeting host may allow them to speak. The Issuer will also accept written comments submitted by 5:00 P.M. on Sunday, December 6, 2020, by email at citycommission@salina.org. Dated: November 28, 2020 600596.20211 \IN ITJAL PROCEEDINGS Shandi Wicks, CMC City Clerk Publisher's Affidavit l, __ ___.C ... b ... c ... i .. s._t},-' .&.F.._.it ... 1k.,._ ___ , being duly sworn ck-rim<:> that I ,un a I egal Caacdioatac of THE St\lJN,\ JOURNAi., a daily newspaper published at Salina, Saline County, Kansas, and of general rin:ulali0n in said county, which newspaper has been admittt•d to the mails as second class matter in said county, and continuously and uninterruptedly published for five consecutive years prior tu first publication of attached notice, and that the Public Hearing Notice has bCL\11 correctly published in the entire issue of said newspaper one time, publication bl:!ing given in the issw:' of November28 I Subscribed and sworn to before me, this '5 +· 2-.0 A.D.20 Printer's Fee SI 7 .SO !N>hshed i1 Ille Salina Journal Hovembef 28, 2020) NOTICE Of PUBLIC HEARING ANDO!' ISSUAIICE OF TAUB LE INDUSTRIAL REVENI/£ BONDS Public notr.e 1$ hefelr/ giwn flat IN! CftyCoomissiooo1 lhe City of ~-Kansas (ille 'ISsue!'), will cond..Q a pit,l,c ~ on Oecembef 7. 2020 81 4:00 pm., Of 11S soon tereatt»r as may be l'ea,d at Hle City-coi.ity Buiding, 300 w. AS!!, Room 107, Sal.na, f(angag ii legard b tne Issuance IJt the ISSIIBI of 11s Taxable lnduslri8I ReYeooe Bonds (GPM No. 2, UC), n !he 8JlPIOMl8le pliq,al 1!1101111 of $20000,000 (lht 'llonds'I arid in regaid to an uarn,,1,on from .i wlor1im 1Wlian of properly eons1JUCled or pircha,ad wit! lhe pmoeeds of sldl Bonds. The Bonds 818 ~ to be illsoed by the ls8uel lllde! aUll10fiy of k.S.A 12 17.«l et seq., IS 8ffM!nlled lo pay the com of lhe ~ •oM!ion ard ~ of an 800~CD11111tciaf laclliy localed II 3861 Soll/I 911> Street~ Ille 8IWi!oOS of Ille ls&Jar. Thelsslltr lurthet llend!i IO l9ase BUdl latily to Gl'M No 2. LLC, a K,ius irniled iabiflly ~ (Ile 'Tenann Toa govanq body of lhe b.si.el ri !lilt pass , an ordinance dlQrialg 1111 ls$Uln)8 al &IICl1 -bcrldl IIIJ SUI pubic lleelilg has been ~ Nolica 16 lfiler glwn, ii actOtdllna! MIi K.S A. 12 1744e, flll tie lauer i'llel'ds IOl5Slle lh& lloo$ and leas4 lhe lacRy to lhe Teraros 1tl 01Ubc11111 A~ of flis NcJCi(;e, IOgethlt llilh a c:q,y o1 hi ~ rllSOklioo of lhe lssUel IO be tMUlerld tor 800lii:ln en Oact1rmt1 1, 2020, udca!lng the . hll1 of Ille gMffiP,I llody ol . lhe ~ 1'J Issue lech 8Mds and a IIPOIIIJ1fffZl"l:llhtcosa; IV1CI bnlb of such p,opeltJ far ~llttlClileinlheolkie al lhe Clim, « d be assooo t! • ~Id.and lll'llilable kif publt ~ion during noonalb\lW!ffl boln. . Al persons hiving an fflfll5I ii NI mailer ... be giYBI) an opr,o,11Koly10 be~ 111 lht li!lt ., ar!d piece abQ\'C! speciiecl Oul to lheCOVl0-19p!Wldenic.the1$SU81 llillCIOlldlict.the~hearilgMJ ·meeli!lgml.oon. PelSOn51111'f I-the meetng lhrOl"1fl a Zoom !ilk. *:/hl!02wtb zoom uslj/B92Zffl4587 If 8 perso,, 'wilhastospealdlllilQlhelldc hu!ing, lhe per$0II fflUSI tli&t ileir him IONmeeliig host may ' alow Ulem 1o apeu The l$Sua : will also ~ llllllen COl!l1lelllS Slimlled b'i 5:00 P.1.1. en Sunday, · Dec»r1'ber 6, 2020, by emaB at dtyconmsslonf!sdna.Of!l oateo. HOYenteJ 28, 2020 CITY OF SAI..INA KANSAS ShandfWki<5 CMC Ill) CERTIFICATE OF COUNTY CLERK Gilmore & Bell, P.C. 12/02/2020 STATE OF KANSAS ) )SS: COUNTY OF SALINE ) The undersigned, County Clerk for Saline County, Kansas, hereby certifies in connection with the issuance by the City of Salina, Kansas (the "City") of its Taxable Industrial Revenue Bonds (GPM No. 2, LLC) (the "Bonds"): (SEAL) 1. The County Clerk, on behalf of the County, received on December 8, 2020, a written request from the City Clerk of the City submitted pursuant to K.S.A. 12-1741a to approve adoption of a Resolution by the governing body of the City regarding the issuance of the Bonds. 2. The undersigned transmitted a copy of the Resolution to the Board of County Commissioners of Saline County, Kansas (the "Board"). 3. The next regular meeting of the Board following receipt of the Resolution was held on December 8, 2020. 4. The Board approved the issuance of the Bonds at such December 8, 2020 meeting. Signed this i-tt-.. day of December, 2020. 600596.20211 \INITIAL PROCEEDINGS RESOLUTION NO. 20-2313 Gilmore & Bell, P.C. 12/02/2020 A RESOLUTION APPROVING THE ISSUANCE BY THE GOVERNING BODY OF THE CITY OF SALINA, KANSAS OF ITS TAXABLE INDUSTRIAL REVENUE BONDS TO PAY THE COSTS OF THE ACQUISITION, RENOVATION AND EQUIPPING OF AN EXISTING COMMERCIAL FACILITY TO BE LEASED TO GPM NO. 2, LLC, WHICH FACILITY IS LOCATED WITHIN AN UNINCORPORATED AREA OF THE COUNTY. WHEREAS, on December 7, 2020, the governing body of the City of Salina, Kansas (the "City") adopted its Resolution No. 20-7916 stating its intent to issue certain Taxable Industrial Revenue Bonds in the approximate principal amount of $20,000,000 (the "Bonds"), as more particularly set forth in said Resolution; and WHEREAS, the proceeds of the Bonds will be used to pay the costs of the acquisition, renovation and equipping of an existing commercial facility (the "Project") located within an unincorporated area of Saline County, Kansas, but within 3 miles of the limits of the City; and WHEREAS, the City intends to lease the Project to GPM No. 2, LLC, a Kansas limited liability company; and WHEREAS, the approval of the Board of County Commissioners (the "Board") of Saline County, Kansas (the "County"), is necessary before the City can issue bonds for the Project pursuant to the provisions ofK.S.A. 12-1741a, as amended; and WHEREAS, the Board hereby finds and determines that the acquisition, construction and equipping of the Project and issuance of the Bonds would serve the public purposes stated in the Kansas Economic Development Revenue Bond Act, as amended and codified in K.S .A. 12-17 40 et seq. (the "Act"); and WHEREAS, the Board hereby finds and determines that issuance of the Bonds will not create, and is not intended to create, any financial liability upon the Bonds on the part of the County; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF SALINE COUNTY, KANSAS: That the issuance of the Bonds by the City pursuant to the Act to pay the costs of the acquisition, renovation and equipping of the Project, as set forth in Resolution No. 20-7916 of the City and subsequent ordinance(s), resolution(s) and documents of the City setting the dates, terms, maturities and other provisions of the Bonds and authorizing their issuance, is hereby approved. [BALANCE OF THIS PAGE INTENTIONALLY LEFT BLANK] 600S96.20211 \INITIAL PROCEEDINGS ADOPTED by the Board of County Commissioners of Saline County, Kansas on December 8, 2020. Chamnan 7 Commissioner [SEAL] CERTIFICATE I hereby certify that the above and foregoing is a true and correct copy of the Resolution of the Board of County Commissioners of Saline, Kansas on December 8, 2020 as the same appears of record in my office. DATED: December~' 2020. 600596.20211 \INITIAL PROCEEDINGS (Signature Page to Resolution) EXCERPT OF MINUTES OF A MEETING OF THE BOARD OF COUNTY COMMISSIONERS OF SALINE COUNTY, KANSAS HELD ON DECEMBER 8, 2020 Gilmore & Bell, P.C. 12/02/2020 The Board of County Commissioners (the "Board") of Saline County, Kansas met in regular session at the usual meeting place in the County on December 8, 2020, at 9:00 a.m., the following members being present and participating, to wit: Absent: The Chairman declared that a quorum was present and called the meeting to order. ************** (Other Proceedings) Thereupon, there was presented a Resolution entitled: A RESOLUTION APPROVING THE ISSUANCE BY THE GOVERNING BODY OF THE CITY OF SALINA, KANSAS OF ITS TAXABLE INDUSTRIAL REVENUE BONDS TO PAY THE COSTS OF THE ACQUISITION, RENOVATION AND EQUIPPING OF AN EXISTING COMMERCIAL FACILITY TO BE LEASED TO GPM NO. 2, LLC, WHICH FACILITY IS LOCATED WITHIN AN UNINCORPORATED AREA OF THE COUNTY. Thereupon, Commissioner V b adw TC !( moved that said Resolution be adopted. The motion was seconded by Commissioner 5 f D<.. "("'Ks . Said Resolution was duly read and considered, and upon being put, the motion for t ~ adoption of said Resolution was carried by the vote of the Board, the vote being as follows: Aye: ___ 5 _____ _ Nay: ___ {) _____ _ Thereupon, the Chairman declared said Resolution duly adopted and the Resolution was then duly numbered Resolution No. 20-2313 and was signed by the Commissioners and attested by the Clerk. ************** (Other Proceedings) [BALANCE OF THIS PAGE INTENTIONALLY LEFT BLANK] 600596.20211 \INITIAL PROCEEDINGS On motion duly made, seconded and carried, the meeting hereupon adjourned. CERTIFICATE I hereby certify that the foregoing Excerpt of Minutes is a true and correct excerpt of the proceedings of the Board of County Commissioners of Saline County, Kansas held on the date stated therein, and that the official minutes of such proceedings are on file in my office. [SEAL] 600596.20211\INITIAL PROCEEDINGS (Clerk's Certification of Minutes) 600596.20211 \ORDINANCE v.2 ORDINANCE NO. 21-11086 OFTHE CITY OF SALINA, KANSAS AUTHORIZING THE ISSUANCE OF NOT TO EXCEED $20,000,000 TAXABLE INDUSTRIAL REVENUE BONDS SERIES 2021 (GREAT PLAINS PROJECT) GILMORE & BELL, P.C. 10/12/2021 (Published in The The Salina Journal, November 5, 2021) ORDINANCE NO. 21-11086 AN ORDINANCE AUTHORIZING THE CITY OF SALINA, KANSAS TO ISSUE ITS TAXABLE INDUSTRIAL REVENUE BONDS, SERIES 2021 (GREAT PLAINS PROJECT) FOR THE PURPOSE OF THE ACQUISITION, RENOVATION AND EQUIPPING A COMMERCIAL FACILITY; AND AUTHORIZING CERTAIN OTHER RELATED DOCUMENTS AND ACTIONS. THE GOVERNING BODY OF THE CITY OF SALINA, KANSAS HAS FOUND Ai~ DETERMINED: A. The City of Salina, Kansas (the "Issuer") is authorized by KS.A. 12-1740 et seq., as amended (the "Act"), to acquire, construct, improve and equip certain facilities (as defined in the Act) for commercial, industrial and manufacturing purposes, to enter into leases and lease-purchase agreements with any person, firm or corporation for the facilities, and to issue revenue bonds for the purpose of paying the costs of the facilities . B. The Issuer's governing body finds that it is necessary and desirable in connection with the issuance of the Series 2021 Bonds to execute and deliver the following documents (collectively, the "Bond Documents"): (i) a Trust Indenture (the "Indenture"), with BOKF, N.A., Kansas City, Missouri, as Trustee (the "Trustee"), prescribing the terms and conditions of issuing and securing the Series 2021 Bonds; (ii) a Site Lease (the "Site Lease"), with the Tenant under which the Tenant will lease an interest in the Real Property to the Issuer; (iii) a Project Lease (the "Project Lease"), with the Tenant, under which the Issuer will acquire, renovate and improve the Project and lease it to the Tenant in consideration of Basic Rent and other payments; and (iv) a Bond Purchase Agreement (the "Bond Purchase Agreement") providing for the sale of the Series 2021 Bonds by the Issuer to GPM No. 2, LLC, Salina, Kansas (the "Purchaser"); and (v) The Issuer's governing body has found that under the provisions of KS.A. 79-201a Twenty- Fourth, the Project purchased or constructed with the proceeds of the Series 2021 Bonds is eligible for exemption from ad valorem property taxes for up to 10 years, commencing in the calendar year following the calendar year in which the Bonds are issued, if proper application is made, provided no exemption may be granted from the ad valorem property tax levied by a school district pursuant to the provisions of KS.A. 72-53,113, and amendments thereto. Prior to making this determination, the governing body of the Issuer has conducted the public hearing and reviewed the analysis of costs and benefits of the exemption required by KS.A. 12-1749d. NOW, THEREFORE, BE IT ORDAINED BY THE GOVERNING BODY OF THE CITY OF SALINA, KANSAS: Section 1. Definition of Terms. All terms and phrases not otherwise defined in this Ordinance will have the meanings set forth in the Indenture and the Project Lease. 600596.20211\0RDINANCE v.2 Section 2. Authority to Cause the Project to Be Purchased and Constructed. The Issuer is authorized to lease the Real Property and cause the Project to be acquired, constructed and equipped in the manner described in the Indenture, the Site Lease and the Project Lease. Section 3. Authorization of and Security for the Bonds. The Issuer is authorized and directed to issue the Series 2021 Bonds, to be designated "City of Salina, Kansas Taxable Industrial Revenue Bonds, Series 2021 (Great Plains Project)" in the aggregate principal amount not to exceed $20,000,000, for the purpose of providing funds to pay the costs of the acquisition, improving, renovating and equipping of the Project. The Series 2021 Bonds will be dated and bear interest, will mature and be payable at the times, will be in the forms, will be subject to redemption and payment prior to maturity, and will be issued according to the provisions, covenants and agreements in the Bond Agreement. The Series 2021 Bonds will be special limited obligations of the Issuer payable solely from the revenues derived from the Project Lease. The Series 2021 Bonds will not be general obligations of the Issuer, nor constitute a pledge of the faith and credit of the Issuer, and will not be payable in any manner by taxation. Section 4. Authorization of Indenture. The Issuer is authorized to enter into the Indenture with the Trustee in the form approved in this Ordinance. The Issuer will pledge the Trust Estate described in the Indenture to the Trustee for the benefit of the owners of the Series 2021 Bonds on the terms and conditions in the Indenture. Section 5. Lease of the Project. The Issuer will lease an interest in the Real Property and acquire, construct and equip the Project and lease it to the Tenant according to the provisions of the Site Lease and Project Lease in the form approved in this Ordinance. Section 6. Authorization of Bond Purchase Agreement. The Issuer is authorized to sell the Series 2021 Bonds to the Purchaser, according to the terms and provisions of the Bond Purchase Agreement, in the form approved in this Ordinance. Section 7. Execution of Bonds and Bond Documents. The Mayor of the Issuer is authorized and directed to execute the Series 2021 Bonds and deliver them to the Trustee for authentication on behalf of the Issuer in the manner provided by the Act and in the Indenture. The Mayor or member of the Issuer's governing body authorized by law to exercise the powers and duties of the Mayor in the Mayor's absence is further authorized and directed to execute and deliver the Bond Documents on behalf of the Issuer in substantially the forms presented for review prior to final passage of this Ordinance, with the corrections or amendments as the Mayor or other person lawfully acting in the absence of the Mayor may approve, which approval shall be evidenced by his or her signature. The authorized signatory may sign and deliver all other documents, certificates or instruments as may be necessary or desirable to carry out the purposes and intent of this Ordinance and the Bond Documents. The City Clerk or the Deputy City Clerk of the Issuer is hereby authorized and directed to attest the execution of the Series 2021 Bonds, the Bond Documents and the other documents, certificates and instruments as may be necessary or desirable to carry out the intent of this Ordinance under the Issuer's corporate seal. Section 8. Property Tax Exemption. The Project will be exempt from ad valorem property taxes for ten years, commencing in the calendar year after the calendar year in which the Series 2021 Bonds are issued, provided no exemption may be granted from the ad valorem property tax levied by a school district pursuant to the provisions of K.S.A. 72-53,113, and amendments thereto. The Tenant will prepare the application for exemption and submit it to the Issuer for its review. After its review, the Issuer will submit the application for exemption to the State Board of Tax Appeals. Section 9. Authority To Correct Errors and Omissions. The Mayor or member of the Issuer's governing body authorized to exercise the powers and duties of the Mayor in the Mayor's absence, 600596.20211 \ORDINANCE v.2 2 the City Clerk and any Deputy City Clerk are hereby authorized and directed to make any alterations, changes or additions in the instruments herein approved, authorized and confirmed which may be necessary to correct errors or omissions therein or to conform the same to the other provisions of said instruments or to the provisions of this Ordinance. Section 10. Further Authority. The officials, officers, agents and employees of the Issuer are authorized and directed to take whatever action and execute whatever other documents or certificates as may be necessary or desirable to carry out the provisions of this Ordinance and to carry out and perform the duties of the Issuer with respect to the Series 2021 Bonds and the Bond Documents. Section 11. Effective Date. This Ordinance shall take effect after its final passage by the governing body of the Issuer, signature by the Mayor and publication once in the Issuer's official newspaper. [BALANCE OF THIS PAGE LEFT BLANK INTENTIONALLY] 600596.20211\ORDINANCE v.2 3 (SEAL) Melissa Rose Hodges, May · r ATTEST: [BALANCE OF THIS PAGE INTENTIONALLY LEFT BLANK] 600596.20211\ORDINANCE v.2 (Signature Page to Bond Ordinance) CERTIFICATE I hereby certify that the attached copy is a true and correct copy of Ordinance No. 21-11086 of the City of Salina, Kansas duly passed by the governing body, signed by the Mayor and published in the official City newspaper on the respective dates stated in this ordinance, and that the signed original of the Ordinance is on file in my office. [SEAL] 600596.2021 !\ORDINANCE v.2 (Clerk's Certificate) OCALiQ The Garden dty Telegram PO Box 631367 Cincinnati, OH 45263-1367 The Ha)'S Daily News I Salina Journal The Hutchinson News I The Ottawa Herald PROOF OF PUBLICATION Angie Sizemore City of Salina City Clerk Po Box 736 Salina KS 67402-0736 STATE OF WISCONSIN, COUNTY OF BROWN The Salina Journal, a daily newspaper published at Salina, Saline County, Kansas, and of general circulation in said county, and continuously and uninterruptedly published for five consecutive years prior to first publication of attached notice. That the attachment hereto contains a true and correct copy of what was actually published in said newspaper in the issue dated: 11/05/2021 Sworn to and subscribed before on 11/05/2021 Nntnt My l'Ot Publication Cost: $120.60 Order No: Customer No: PO#: 6495484 594307 THIS IS NOT AN INVOICE! Please do not use this form for payment remittance. I . #of Copies: 2 SUMMARY OF ORDINANCE NO. 21-11086 On November 1, 2021, the governing body of the City of Solina, Kansas passed an ordinance entitled: AN ORDINANCE AUTHO-RIZING THE CITY OF SALINA, KANSAS TO ISSUE ITS TAXABLE INDUS-TRIAL REVENUE BONDS, SERIES 2021 (GREAT PLAINS PROJECT) FOR THE PURPOSE OF THE ACQUISITION, RENOVA-TION AND EQUIPPING A COMMERCIAL FACILITY; AND AUTHORIZING CERTAIN OTHER RELATED DOCUMENTS AND ACTIONS. The Ordinance authorizes the Issuer to issue its Taxable Industrial Revenue Bonds, Serles 2021 (Great Plains Project) in the Principal amount not to exceed $20,000,000 ( the "Serles 2021 Bonds"), for the purpose of Paving the costs of the acqui- sition, renovation and equfp- Ping of a commercial facllltv (the "Prolecf"), as more fully described In the Inden-ture, the Site Lease and the Prolect Lease authorized by the Ordinance. The Proiect wi 11 be leased by the Issuer to GPM No. 2., LLC, a Kansas limited llabllltv company. In connection with the issuance of the Series 2021 Bonds, the Issuer approves a ten veer exemp- tion from ad valorem prop- erty taxes for the Prolect. A complete text of the Ordi-ncmce may be obtained or viewed free of charge at the office of the City Clerk, City Hall, 300 West Ash, Solina, Kansas. A reproduction of the Ordinance is available for not less than 7 days following the publication date of this summary at www.sallno-ks.gov. This Summary is certified by the City's legal counsel. Isl Greg Bengtson Page 1 of 1 (Published in The The Salina Journal on November 5, 2021) SUMMARY OF ORDINANCE NO. 21-11086 On Ordinance, the governing body of the City of Salina, Kansas passed an ordinance entitled: AN ORDINANCE AUTHORIZING THE CITY OF SALINA, KANSAS TO ISSUE ITS TAXABLE INDUSTRIAL REVENUE BONDS, SERIES 2021 (GREAT PLAINS PROJECT) FOR THE PURPOSE OF THE ACQUISITION, RENOVATION AND EQUIPPING A COMMERCIAL FACILITY; AND AUTHORIZING CERTAIN OTHER RELATED DOCUMENTS AND ACTIONS. The Ordinance authorizes the Issuer to issue its Taxable Industrial Revenue Bonds, Series 2021 (Great Plains Project) in the principal amount not to exceed $20,000,000 (the "Series 2021 Bonds"), for the purpose of paying the costs of the acquisition, renovation and equipping of a commercial facility (the "Project"), as more fully described in the Indenture, the Site Lease and the Project Lease authorized by the Ordinance. The Project will be leased by the Issuer to GPM No. 2, LLC, a Kansas limited liability company. In connection with the issuance of the Series 2021 Bonds, the Issuer approves a ten year exemption from ad valorem property taxes for the Project. A complete text of the Ordinance may be obtained or viewed free of charge at the office of the City Clerk, City Hall, 300 West Ash, Salina, Kansas. A reproduction of the Ordinance is available for not less than 7 days following the publication date of this Summary at www.salina-ks.gov. This Summary is hereby certified to be legally accurate and sufficient pursuant to the laws of the State of Kansas. DATED: L¼v~,2,2021. 600596.20211\0RDINANCE v.2 THIS BOND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE. NO TRANSFER, SALE, ASSIGNMENT OR HYPOTHECATION OF THIS SECURITY SHALL BE MADE. THE TRUSTEE SHALL BE CONSIDERED UNDER "STOP TRANSFER" ORDERS FOR AU TRANSFERS OF BONDS UNLESS: ( 1) THERE SHALL HAVE BEEN DELIVERED TO THE ISSUER, THE TENANT AND THE TRUSTEE PRIOR TO THE TRANSFER, SALE ASSIGNMENT OR HYPOTHECATION AN OPINION OF NATIONALLY RECOGNIZED BOND OR SECURITIES COUNSEL, SATISFACTORY TO THE ISSUER, THE TENANT AND THE BANK, TO THE EFFECT THAT REGISTRATION UNDER THE SECURITIES ACT OF 1933 AND REGISTRATION UNDER ANY APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED; OR (2) '{HERE SHALL BE A REGISTRATION STATEMENT IN EFFECT UNDER THE SECURITIES ACT OF 1933 AND UNDER ANY APPLICABLE STATE SECURITIES LAWS REQUIRING A STATE-LEVEL REGISTRATION STATEMENT WITH RESPECT TO THE TRANSFER, ASSIGNMENT, SALE OR HYPOTHECATION, AND, IN THE CASE OF BOTH ( 1) AND (2), THERE SHALL HAVE BEEN COMPI14NCf WITH ALL APPLICABLE STATE AND FEDERAL SECURITIES LAWS AND ALL APPL/fABLE RULES AND REGULATIONS THEREUNDER. THE TRUSTEE SHALL NOT TRANSFER THIS BQND EXCEPT IN ACCORDANCE WITH THIS LEGEND AND THE CORRELATIVE PROVISIONS OF fHEINDENTURE. THIS SERIES 2021 BOND IS NOT AN OBLIGATION ON WHICH THE INTEREST IS EXCLUDABLE FROM GROSS INCOME UNDER SECTION '103 OF THE INTERNAL REVENUE CODE OF THE UNITED STATES OF AMERICA, AS AMENDED; THE OWNER OF THIS SERIES 2021 BOND SHOULD NOT REGARD THE INTEREST HEREON AS BEING EXEMPT FROM FEDERAL INCOME TAXATION. No. R-1 Interest Rate: UNITED STATES OF AMERICA STATE OF KANSAS COUNTY OF SALINE CITY OF SALINA, KANSAS TAXABLE INDUSTRIAL REVENUE BOND SERIES2021 (GREAT PLAINS PROJECT) Maturity Date: Dated Date: Registered Owrter: GPM No. 2, LLC Principal Amount: Not to Exceed Twenty Million Dollars Not to Exceed $20,000,000 The City of Salina, Kansas, a body politic and corporate, incorporated as a city of first class of the State of Kansas (the "Issuer"), for value received, promises to pay, but solely from the sources hereinafter referred to, to the Registered Owner identified above, or registered assigns, the principal sum identified above on the Maturity Date shown above, unless called for redemption prior to said Maturity Date and to pay interest thereon at the Interest Rate per annum shown above (computed on the basis of a 360-day year of twelve 30- day months), from the Dated Date shown above, or from the most recent date to which interest has been paid or duly provided for, payable annually on December 31 of each year, commencing December 31, 2021 (the "Interest Payment Dates"), until the Principal Amount has been paid. 600596.20211 \BOND SPECIMEN The principal or redemption price of this Bond shall be paid at maturity or upon earlier redemption to the person in whose name this Bond is registered at the maturity or redemption date thereof, upon presentation and surrender of this Bond at the principal corporate trust office or other designated office of BOKF, N.A. in Kansas City, Missouri (the "Paying Agent" and "Trustee"). 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 Trustee 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 of 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 any Owner of $500,000 or more in aggregate principal 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 pripr to the Record Date for such interest, containing the electronic transfer instructions including the bank; ABA rout~g number and account number to which such Registered Owner wishes to have such tr~sfer dfrec;ted. The principal or redemption price of and interest on the Bonds shall be payable in any coin or currency thaJ, on the respective dates of payment thereof, is legal tender for the payment of public and private debts. Intet~s~ not punctually paid will be paid in the manner established in the within defined Indenture. · Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the hereinafter defined Indenture. This Bond certificate evidences ownership ofa part of a duly authorized series of Bonds of the Issuer designated" City of Salina, Kansas Taxable Industrial Rev_enrie B011ds, Series 2021 (Great Plains Project)," in the aggregate original principal amount not to exceed $20,000,000 (the "Series 2021 Bonds"), issued for the purpose of providing funds to pay the ,costs of the acquisition, renovation and equipping of a certain commercial facility (the "Project"), to beleased by the Issuer to GPM No. 2, LLC, a Kansas limited liability company (the "Tenant"), under the ten:µs of a Project Lease dated as of November 1, 2021, between the Issuer and the Tenant (said Project Lease, as ,amended and supplemented from time to time in accordance with the provisions thereof, being herein called.the "Project Lease"), all pursuant to the authority of and in conformity with the provisions, restricti_ons and limitations of the constitution and statutes of the State of Kansas, including particularly K.S·;A. 12-1740 et seq. and pursuant to proceedings duly had by the governing body of . , the Issuer. The Series· 2021-Bonds. are issued under and are equally and ratably secured and entitled to the protection of th¢ Trust Indenture,<dated as of November 1, 2021 (said Trust Indenture, as amended and supplemented fron;i · ti.we · to time in accordance with the provisions thereof, being herein called the "Indenture"}, betweeitthe Issuer and the Trustee. Subject to the terms and conditions set forth therein, the IndeQture permits the Issuer to issue Additional Bonds (as defined therein) secured by the Indenture ratably and oqJ1.parity with.the Series 2021 Bonds (the Series 2021 Bonds together with such Additional Bonds being herein.referred to collectively as the "Bonds"). Reference is hereby made to the Indenture for a description of the provisions, amob.g others, with respect to the nature and extent of the security for the Bonds, the rights, duties and obligatidns of the Issuer, the Trustee and the Owner(s) of Bonds, and the terms upon which the Bonds are issued and secured. The Series 2021 Bonds are subject to redemption prior to maturity at the option of the Issuer, upon instructions from the Tenant, on and after November 16, 2021, as a whole or in part on any date, at the redemption price of the par value of the principal amount thereof, without premium. When any Bonds are called for redemption as aforesaid, notice thereof identifying the Bonds to be redeemed will be given by mailing a copy of the redemption notice at least 30 days prior to the date fixed for redemption to the Owner of each Bond to be redeemed at the address shown on the registration books 600596.20211 \BOND SPECTh1EN 2 maintained by the Trustee; provided, however, that failure to give such notice by mailing as aforesaid, or any defect therein, shall not affect the validity of any proceedings for the redemption of Bonds. If less than all of the Outstanding Bonds of this series are called for redemption, Bonds shall be redeemed as directed in writing by the Tenant. Bonds of less than a full maturity shall be selected by the Trustee in such equitable manner as it may determine. All Bonds so called for redemption will cease to bear interest on the specified Redemption Date and shall no longer be secured by the Indenture and shall not be deemed to be Outstanding under the provisions of the Indenture. The Bonds and the interest thereon are limited obligations of the Issuer payable exclusively out of the Trust Estate under the Indenture, including but not limited to the rents, revenues and receipts under the Project Lease, and are secured by a pledge of the Project (including any Project Additions) as described in the Project Lease and a pledge and assignment of the Trust Estate, including all rentals and other amounts· to be received by the Issuer under and pursuant to the Project Lease, all as provided in the Ind~nfure. Tlie Tenant will sublease the Project to Great Planis Manufacturing, Incorporated, a Kansas corporation (the "Subtenant") under a Sublease delivered concurrently with the Project Lease, pursuant to which the Subtenant assumes all of the obligations of the Tenant under the Project Lease. The Bonds and the interest thereon do not constitute a debt or general obligation of the Issuer, the State of Kansas or any municipal corporation thereof, and are not payable in any manner by taxation. The Bonds do not consvtute an indebtedness within the meaning of constitutional or statutory debt limitations or restrictions. Pursuant to the ptovi~ions of the Project Lease, Basic Rent is to be paid by the Tenant directly to the Trustee for the account of the. Issuer and deposited in a special trust account created by the Issuer and designated " City of Salina, Kansas Debt Service Fund (Great Plains Project)." No Owner of Bonds shall have the right to 'enforce the provisions of the Indenture or to institute action to enforce the covenants therein, or to take any action with respect to any event of default under the Indenture, or to institute, appear in or defend any su.it or other proceedings with respect thereto, except as provided in the Indenture. In certain events, on the conditions, in the manner and with the effect set forth in the Indenture, the principal of all the Bonds issued under the Indenture and then Outstanding may become or may be declared due and payable prior to the stated matiirity thereof, together with interest accrued thereon. Modifications or alterations ohhis Bond or the lildenture may be made only to the extent and under the circumstances permitted by the Indenture. This Bond certificate-fa transferable, as provided in the Indenture, only upon the registration books of the Issuer kept for that purpose· at th,e above mentioned office of the Bond Registrar and Paying Agent by the Owner hereof in person or by his duly authorized attorney, upon surrender of this Bond together with a written instrument of transfer satisfactory to the Trustee duly executed by the Owner or such Owner's duly authorized attorney, and thereupon a new Bond certificate in the same aggregate principal amount, shall be issued to the transferee in exchange therefor as provided in the Indenture, and upon payment of the charges therein prescribed. The Tenant has agreed to pay as Additional Rent under the Project Lease all costs incurred in connection with the issuance, transfer, exchange, registration, redemption or payment of the Bonds except ( a) the reasonable fees and expenses in connection with the replacement of certificates mutilated, stolen, lost or destroyed or (b) any tax or other governmental charge imposed in relation to the transfer, exchange, registration, redemption or payment of the Bonds. The Issuer, the Trustee and any Paying Agent may deem and treat the person in whose name this Bond certificate is registered as the absolute Owner hereof for the purpose of receiving payment of, or on account of, the principal or redemption price hereof and interest due hereon and for all other purposes. This Bond certificate shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Indenture until the Certificate of Authentication hereon shall have been executed by the Trustee. 600596.20211\BOND SPECIMEN 3 IT IS HEREBY CERTIFIED AND DECLARED that all acts, conditions and things required to exist, happen and be performed precedent to and in the execution and delivery of the Indenture and the issuance of the Bonds do exist, have happened and have been performed in due time, form and manner as required by law. IN WITNESS WHEREOF, Issuer has caused this Bond certificate to be executed in its name by the manual or facsimile signature of its Mayor and attested by the manual or facsimile signature of its City Clerk and its official seal to be affixed hereto or imprinted hereon, and has caused the Bonds to be dated as of November 16, 2021. CITY OF SALINA, KANSAS (FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION) This Bond certificate eviqences ownership of the City of Salina, Kansas Taxable Industrial Revenue Bonds, Series 2021 (Great.Plains Project),-as described herein and in the within-mentioned Trust Indenture. The date of authentication of this Bond is _______ _ 600596.20211 \BOND SPECIMEN 4 BOKF,N.A. Kansas City, Missouri, Trustee By: ___________ _ Authorized Signature (FORM OF ASSIGNMENT) For value received, the undersigned hereby sells, assigns and transfers unto Print or Type Name and Address of Transferee the Bonds represented by this certificate and all rights thereunder, and hereby authorizes the transfer of the within Bond on the books kept by the Bond Registrar and Paying Agent for the registration and transfer of Bonds. Dated: ______ _ (Seal of Bank] NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within Bond in everyparticular. Signature Guaranteed By: (Name of Eligible Guarantor Institution) By: ___________ _ Title: _________ _ Signature must be guaranteed by an eligible guarantor institution as defined by S.E.C. Rule 17 Ad-15 (17 C.F.R. 240. 17-Ad-15) THIS BOND MAY NOT BE TRANSEERRED EXCEPT IN COMPLIANCE WITH THE APPLICABLE PROVISIONS .OF THE ·sECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE ST.ATE SECURITIES LAWS, OR IN A TRANSACTION EXEMPT FROM THE APPLICATION OF FEDERALAND STATE SECURITIES LAWS. 600596.20211\BOND SPECIMEN 5 BOND PREPARATION CERTIFICATE This will certify that the undersigned has caused to be prepared and delivered one (1) original Bond certificate in the aggregate principal amount of not to exceed $20,000,000 for the City of Salina, Kansas Taxable Industrial Revenue Bonds, Series 2021 (Great Plains Project); and one (1) sample Bonds. GILMORE & BELL, P.C. 600596.20211\CLOSING DOCUMENTS v.3 STATE OF KANSAS OFFICE OF SECRETARY OF STATE I, SCOTT ScHWAB, Kansas Secretary of State, certify that the records of this office reveal the following: ,re . \ The Certificate of Manual Signature for MELISSA ROSE HODGES, MAYOR CITY OF SALINA, KANSAS was filed in this office the 16th day of April, A.D. 2021 a~ provided by K.S.A. 75-4001 through 75-4007. · TN -,:rES·'.f' iMd11l'i ·WHEREOi-• : I hereto set my hand and cause to be affixed my official seal. Done at the City of Topeka, this 16th day of April, A.D. 2021 SCOTT SCHWAB KANSAS SECRETARY OF STATE STATE OF KANSAS OFFICE OF SECRETARY OF STATE I, ScoTT SCHWAB, Kansas Secretary of State, certify that the records of this office reveal the following: The Certificate of Manual Signature for JOVONNA A. RUTHERFORD, CLERK CITY OF SALINA, KANSAS was filed in this office the 16th day of April, A.D. 2021 as provided by K.S.A. 75-4001 through 75-4007 . . IN :-i'i#~'.f':t~ON"~~· WB,~~l!.Ofi':: I . hei~to set my hand and cause to be affixed my official seal. Done at the City of Tope~a, this 16th day of April, A.D. 2021 SCOTT SCHWAB KANSAS SECRETARY OF STATE ISSUER'S CLOSING CERTIFICATE Not to Exceed $20,000,000 City of Salina, Kansas Taxable Industrial Revenue Bonds Series 2021 (Great Plains Project) We, the undersigned, hereby certify that we are the duly elected or appointed, qualified or acting Mayor and City Clerk of the City of Salina, Kansas (the "Issuer") and, as such officers, we are familiar with the official books and records of the Issuer and, in connection with the issuance by the Issuer of the above- described bonds (the "Bonds"), hereby certify as of November 16, 2021, as follows: 1. ORGANIZATION AND AUTHORITY 1.1 Due Organization. The Issuer is a municipal corporation incorporated as a city of the first class, duly organized and existing under the laws of the State of Kansas. 1.2. Meetings. The meetings of the City Commission at which action was taken as shown in the Transcript (as hereinafter defined) were either regular meetings or duly adjourned regular meetings or special meetings duly called and, to the best of our knowledge and belief, held in accordance with the law and the rules of the Issuer. 1.3. Incumbency of Officials. The following named persons were and are the duly elected or appointed, qualified and acting officials of the Issuer during the proceedings relating to the authorization and issuance of the Bonds: Name Title Term of Office Melissa Rose Hodges Mayor 1/2021 to 1/2022 Commissioner 1/2017 to Present Mike Hoppock Mayor 1/2020 to 1/2021 Commissioner 1/2018 to Present Trent W. Davis, M.D. Commissioner 9/2014 to Present Aaron Peck Commissioner 5/2021 to Present Karl Ryan Commissioner 4/2015 to Present Rod Franz Commissioner 1/2020 to 4/2021 Jo Vanna Rutherford City Clerk 3/2021 to Present Shandi Wicks City Clerk 3/2014 to 1/2021 1.4. Official Newspaper. The The Salina Journal is the Issuer's official newspaper and was the official newspaper on the date of publication of (1) the Ordinance, (2) the Notices required pursuant to K.S.A. 12-1740 et seq. (the "Act"); and (3) a Notice of Public Hearing as required by law relating to the issuance of the Bonds and granting of a property tax exemption. 2. ISSUER DOCUMENTS 2.1. Transcript of Proceedings. The transcript of proceedings ( the "Transcript") relating to the authorization and issuance of the Bonds to be furnished to GPM No. 2, LLC, the original purchaser of the Bonds (the "Purchaser"), and the other parties to the transactions entered into by the Issuer in connection with issuance of the Bonds, is to the best of our knowledge, information and belief full, true and complete; 600596.20211\CLOSING DOCUMENTS v.3 none of such proceedings has been modified, amended or repealed; and such facts as are stated in the transcript still exist. 2.2. Execution of Bonds and Bond Documents. We have duly signed and executed, manually or by facsimile, the Bonds in an aggregate principal amount not to exceed $20,000,000, consisting of a fully registered bond certificate in an aggregate principal amount of all Bonds presently outstanding, and the following described documents (collectively, the "Issuer Documents") authorized by Ordinance No. 21- 11086 (the "Ordinance"): (i) a Trust Indenture dated as of November 1, 2021 (the "Indenture"), with BOKF, N.A., Kansas City, Missouri, as Trustee (the "Trustee"), prescribing the terms and conditions of issuing and securing the Bonds; (ii) a Site Lease dated as of November 1, 2021 (the "Site Lease"), leasing the Real Property to the Issuer in consideration of the issuance of the Bonds; (iii) a Project Lease dated as of November 1, 2021 (the "Project Lease"), with the Tenant, under which the Issuer will acquire, renovate and improve the Project and lease it to the Tenant in consideration of Basic Rent and other payments; and (iv) a Bond Purchase Agreement (the "Bond Purchase Agreement") providing for the sale of the Series 2021 Bonds by the Issuer to GPM No. 2, LLC, Salina, Kansas (the "Purchaser"). On the date when the Bonds and the Issuer Documents were executed by us, we were and, at the date hereof, we are the officials indicated by our signatures on the Bonds and the Issuer Documents, and by our signatures on this certificate, respectively. The signatures of us and each of us, as such officials, respectively, on the Bonds and the Issuer Documents, are our true and genuine signatures, and the seal applied to or imprinted on the Bonds and the Bond Documents at the time of their execution was and is the official seal of the Issuer and was thereto applied to or imprinted by the authority and direction of the governing body of the Issuer, and is the seal applied to this certificate. We hereby ratify, confirm and adopt the facsimile signatures on the Bonds as a proper execution of said Bonds. Each signature has been duly filed in the office of the Secretary of State of Kansas pursuant to K.S.A. 75-4001 to 75-4007. 2.3. Enforceability of Documents. To the best of our knowledge and belief, the Issuer has, by all necessary action, duly authorized the execution, issuance and delivery of the Bonds and the Issuer Documents and all such other agreements and documents as may be required to be executed and delivered by the Issuer in order to carry out, give effect to and consummate the transactions contemplated by the Issuer Documents and the Ordinance. To the best of our knowledge and belief, the Bonds and the Issuer Documents, as executed and delivered, constitute legal, valid and binding obligations of the Issuer in accordance with their respective terms (except insofar as the enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws or equitable principles of general application affecting the rights and remedies of creditors and secured parties, and except as rights to indemnity, if any, may be limited by principles of public policy). 2.4. Representations and Warranties. To the best of our knowledge and belief, each of the representations and warranties of the Issuer in the Issuer Documents is true and accurate as if made on and as of this date and that all agreements to be complied with and obligations to be performed by the Issuer under the Ordinance and the Issuer Documents preceding the issuance of the Bonds have been complied with and performed. 600596.20211\CLOSING DOCUMENTS v.3 2 2.5. No Event of Default. To the best of our knowledge and belief, at the date hereof, no Event of Default of the Issuer specified in the Issuer Documents, and no event which, with the giving of notice or lapse of time or both, would become such an Event of Default of the Issuer thereunder, has occurred. 3. LEGAL MATTERS; PROJECT 3.1. Location of Project. The property to be acquired and constructed out of the proceeds of the Bonds is located in Saline County, Kansas, outside the corporate limits of the Issuer, but within three miles thereof. 3.2. Non-Litigation. There is not now pending or, to the knowledge of the undersigned officials of the Issuer, threatened, any litigation seeking to restrain or enjoin the issuance or delivery of the Bonds, or contesting or questioning the validity of the Bonds, or the proceedings or authority under which they are to be issued, or the existence of the Issuer, or the authority of the Issuer to enact the Ordinance or enter into the Issuer Documents, or the Issuer's pledge of the Project, the revenues therefrom and the Trust Estate under the Indenture as security for payment of the Bonds. 3.3 Required Governmental Approvals. The Issuer has received all approvals of State and other appropriate governmental officials required by the Act. 3.4 Compliance with Statutes Governing Property Tax Exemptions. Written notices complying with the provisions of K.S.A. 12-1749c and K.S.A. Supp. 12-1749d (relating to ad valorem property tax exemptions) were given in a timely manner to the Board of County Commissioners of Saline County, Kansas and to each unified school district in which the Project is located. Prior to the granting of the property tax exemption, an analysis of the costs and benefits of such exemption was prepared for the Issuer's governing body which included the effect of the exemption on state revenues, and a public hearing on the granting of the exemption was held by the governing body of the Issuer. A copy of the Analysis of Costs and Benefits is attached to this Certificate as Exhibit A. Notice of the public hearing was published once at least seven days prior to the hearing in the official newspaper of the Issuer, and indicated the purpose, time and place of the hearing. 4. MISCELLANEOUS 4.1. Request to Authenticate and Deliver Bonds. Pursuant to the Indenture, the Trustee is hereby authorized to execute the Certificate of Authentication on the Bonds and to deliver the Bonds to the Purchaser upon payment of the purchase price for the Bonds and compliance with the other terms and provisions of the Indenture. 4.2. Deposit of Bond Proceeds. The Trustee, in accordance with the requirements of the Indenture, is hereby directed to deposit the proceeds of the Bonds into the funds and accounts established under and in accordance with the provisions of the Indenture; subject, however, to the provisions of Section 4.1 of the Project Lease. [balance of this page intentionally left blank] 600596.20211\CWSING DOCUMENTS v.3 3 -IN WITNESS WHEREOF, we have signed this Certificate and applied the official seal of the Issuer for deliver_x_£O.U(;JJ!,rently with the issuance and delivery of the Bonds on the date stated above . .... ,•--. . . ~. ,..#~,.. r' .-: r -: ..... /'·. • _ (~·-,·-~0:G~::ocL•• Y [SEAL] / • •• / ••' 000 0 • ' • l AITE ~iii';:::;_~:/:.:,.2_;:_~-r<-~- 600596.20211\CLOSING DOCUMENTS v.3 CITY OF SALINA, KANSAS Melissa Rose Hodges, )3 Mayor (Signature Page to Issuer's Closing Certificate) EXHIBIT A ANALYSIS OF COSTS AND BENEFITS 600596.20211\C'LOSJNG DOCUMENTS v.3 WICHITA STATE UNIVERSITY DATE OF ANALYSIS TIME OF ANALYSIS VERSION OF ANALYSIS PROJECT SUMMARY (no multipliers, no substitution) Company Name Number of new jobs for 10-year period Amount of payroll for 10-vear period Amount of capital investment for 10-vear period Land Buildings Machinery and Equipment INCENTIVE SUMMARY City Incentives -Salina Tax abatement Sales tax exemption ForQivable loans Infrastructure Cash value all other incentives County Incentives -Saline Tax abatement Sales tax exemption Forgivable loans Infrastructure Cash value all other incentives State Incentives Tax abatement Sales tax exemption Forgivable loans TraininA dollars Infrastructure Cash value all other incentives Center for Economic Development and Business Research Wichita State University 1845 Fairmount St. Wichita, Kansas 67260-0121 (316) 978-3225 8/5/2020 2:21 PM V2 Project Gemini 430 $178,457,815 $43,900,000 $0 $14,400,000 $29,500,000 1,177,863 1,022,184 155,679 0 0 0 1,415,594 1,383,732 31,862 0 0 0 11,842,799 774,000 546,000 0 110,000 0 10,412,799 School District Incentives -306 Southeast Of Saline 609,372 Tax abatement 609,372 Page 1 of 21 if,ltt WICHITA STATE UNIVERSITY DATE OF ANALYSIS TIME OF ANALYSIS VERSION OF ANALYSIS TAX ABATEMENT PARAMETERS Real Properly Number of years Percentaqe Personal Properly Number of years Percentage CONSTRUCTION IMPACTS Jobs Multiplier Earnings Multiplier SUBSTITUTION Firm NAICS code Substitution percentage applied to firm operations FIRM MULTIPLIERS (On-going Operations) Jobs Earnings ECONOMIC IMPACT OF FIRM OPERATIONS Number of iobs 10-vear oeriod Direct Total Payroll earnings for 10-year oeriod Direct Total Center for Economic Development and Business Research Wichita State University Page 2 of21 1845 Fairmount St. Wichita, Kansas 67260-0121 (316) 978-3225 8/5/2020 2:21 PM V2 10 100:0% 0 0.0% 1.8239 1.6458 116 $6,000,000 212 $9,874,800 311119 Other animal food manufacturing 0.0% 4.0030 2.5469 430 1,721 $178,457,815 $454,514,208 ifil{f W ICHITA STATE UNIVERSITY DATE OF ANALYSIS TIME OF ANALYSIS VERSION OF ANALYSIS FISCAL IMPACT City Fiscal Impacts. -Salina Present value of net benefits Rate of Return on Investment Net public benefits 10-vear period Public costs 10-year period ROI Benefit-Cost Ratio Public benefits 10-vear period Public costs 10-year period Benefit-Cost Ratio Countv Fiscal Impacts. -Saline Present value of net benefits Rate of Return on Investment Net public benefits 10-year period Public costs 10-year period ROI Benefit-Cost Ratio Public benefits 10-year period Public costs 10-year period Benefit-Cost Ratio State Fiscal Impacts Present value of net benefits Rate of Return on Investment Net public benefits 10-year period Public costs 10-year period ROI Benefit-Cost Ratio Public benefits 10-year period Public costs 10-year period Benefit-Cost Ratio Center for Economic Development and Business Research Wichita State University 1845 Fairmount St. Wichita, Kansas 67260-0121 (316) 978-3225 8/5/2020 2:21 PM V2 Discounted $1,524,018 $1,524,018 $1,005,789 151.5% $2,529,807 $1,005,789 2.52 Discounted $924,279 $924,279 $1,182,657 78.2% $2,106,936 $1,182,657 1.78 Discounted $28,504,588 $28,504,588 $11,356,661 251.0% $39,861,249 $11,356,661 3.51 School District Fiscal Impacts. -306 Southeast Of Saline Discounted Present value of net benefits $239,159 Rate of Return on Investment Net public benefits 10-vear period $239,159 Public costs 10-year period $506,791 ROI 47.2% Benefit-Cost Ratio Public benefits 10-vear period $745,950 Public costs 10-year period $506,791 Benefit-Cost Ratio 1.47 Page 3 of 21 In the preparation of this report, the Center for Economic Development and Business Research assumed that all information and data provided by the applicant or others is accurate and reliable. CEDER did not take extraordinary steps to verify or audit such information, but relied on such information and data as provided for purposes of the project. This analysis requires CED BR to make predictive forecasts, estimates and/or projections (hereinafter collectively referred to as "FORWARD-LOOKING STATEMENTS''). These FORWARD-LOOKING STATEMENTS are based on information and data provided by others and involve risks, uncertainties and assumptions that are difficult to predict. The FORWARD-LOOKING STATEMENTS should not be considered as guarantees or assurances that a certain level of performance will be achieved or that certain events will occur. While CEDER believes that all FORWARD-LOOKING STATEMENTS it provides are reasonable based on the information and data available at the time of writing, actual outcomes and results are dependent on a variety of factors and may differ materially from what is expressed or forecast. CEDER does not assume any responsibility for any and all decisions made or actions taken based upon the FORWARD-LOOKING STATEMENTS provided by CEDER. Page 4 of 21 ~ WICHITA STATE UNIVERSITY Center for Economic Development and Business Research Wichita State University 1845 Fairmount St. Wichita, Kansas 67260-0121 (316) 978-3225 Benefit-Cost Ratio 3.00 ~-------------- 2.50 -t---------------- Project or Company Name: Project Gemini Date of Analysis: 8/5/2020 Version of Analysis: V2 City Fiscal Impacts. -Salina Present Value of Net Benefits Yr. 1 $62,717 Yrs. 1-2 $~ 16,911 Yrs. 1-3 $190,247 2.00 r ~ i--Yrs. 1-4 $312,@85 1.50 +------ 1.00 0.50 _, 0.00 • -r •--,--1~ --'--r---'-'-r--'---'-, 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 Yrs. 1-5 Yrs. 1-6 Yrs. 1-7 Yrs. 1-8 Yrs. 1-9 Yrs. 1- 10 $481,501 $696,136 $907,660 f ~f16~f1 9 $1:321,55 7 r s247cn .8 rus: WICHITA STATE UNIVERSITY 2.00 Center for Economic Development and Business Research Wichita State University 1845 Fairmount St. Wichita, Kansas 67260-0121 (316) 978-3225 Benefit-Cost Ratio 1.80 ,----------------_- 1.60 ------------1 1.40 --i--------1 1.20 1.00 0.80 0.60 0.40 0.20 0 0 0 _,__, 4 • '----" ~ • I ·'----''--r--"--._ -• I I '--• 1 I """T I I --r---·-r·---r-I 1 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 Project or Company Name: Project Gemini Date of Analysis: 8/5/2020 Version of Analysis: V2 County Fiscal Impacts. -Saline Present Value of Net Benefits Yr. 1 Yrs. 1-2 t __:,903 Yrs. 1-3 - Yrs. 1-4 $189,272 - Yrs. 1-5 $292,018 Yrs. 1-6 $422,189 Yrs. 1-7 $550,473 Yrs. 1-8 $676,899 - Yrs. 1-9 $801,492 Yrs. 1-10 $924,279 lfflf WICHITA STATE UNIVERSITY Center for Economic Development and Business Research Wichita State University 1845 Fairmount St. Wichita, Kansas 67260-0121 (316) 978-3225 Benefit-Cost Ratio 4.00 ~--------------- 3.50 +----------------- 3.00 2.50 2.00 -+--------- 1.50 ------- 1.00 I I I ; I I I l 0.50 I ~ • 0.00 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 Project or Company Name: Project Gemini Date of Analysis : 8/5/2020 Version of Analysis: V2 State Fiscal Impacts Present Value of Net Benefits Yr. 1 $8,844. 1_~ -Yrs. 1-2 - $7,50~..6~7 Yrs. 1-3 -r $5,657,~16 Yrs. 1-4 - $2,527,12f Yrs. 1-5 G 840.895 Yrs. 1-6 $7,3,4,946 Yrs. 1-7 I $-12:820,97 2 Yrs. 1-8 I S-18715(37 3 Yrs. 1-9 I $23~378~8 6 Yrs. 1-10 I $28,50~(58 8 wit WICHITA STATE UNIVERSITY 1.60 1.40 1.20 1.00 0.80 0.60 0.40 0.20 0.00 Center for Economic Development and Business Research Wichita State University 1845 Fairmount St. Wichita, Kansas 67260-0121 (316) 978-3225 Benefit-Cost Ratio 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 Project or Company Name: Project Gemini Date of Analysis: 8/5/2020 Version of Analysis: V2 School District Fiscal Impacts. -306 Southeast Of Saline Present Value of Net Benefits Yr. 1 $217,784 Yrs. 1-2 $54,629 -Yrs. 1-3 $80,566 --- Yrs. 1-4 $105,626 Yrs. 1-5 $129,838 - Yrs. 1-6 $153,232 - Yrs. 1-7 $175,835 - Yrs. 1-8 $197,673 Yrs. 1-9 $218,773 Yrs. 1-10 $239,159 ICEDBR-FISCAL IMPACT MODEL FIRM DATA SHEET COMPANY INFORMATION Company name or project name Project Gemini Contact name Contact telephone number Contact e-mail address Company NAICS Code -Please select a NA/CS code from the list provided. Model 311119 Other animal food oarameters are set based on the NA/CS selected. manufacturinQ Substitution Override Year of aoolication 2020 SITE LOCATION -If incentives are being requested for more than one physical location, and these locations are in different taxing jurisdictions, then a separate firm data sheet must be filled out for each location. If the properly is located in a special taxina district or industrial zone, olease contact CEDBR. Street Address City Salina County Saline School District 306 Southeast Of Saline REAL PROPERTY CONSTRUCTION AND IMPROVEMENTS -If construction is expected to significantly exceed 12- months allocate expenditures to multiple expansions. Expansion #1 Year of expansion 2021 Market value of firm's initial NEW OR ADDITIONAL investment in: Land BuildinQ and improvements $14,400,000 Furniture, fixtures and equipment (including machinery) $29,500,000 Initial construction or expansion: Cost of construction at the firm's new or eXPanded facility $14,400,000 Amount of taxable construction materials purchased in: City $8,400,000 County (should include city amount) $8,400,000 State (should include citv and countv amounts) $8,400,000 Amount of taxable furniture, fixtures and eauipment purchased in: City County (should include city amount\ State (should include city and county amounts) Total construction salaries $6,000,000 Expansion #2 (if applicable) Year of exoansion Market value of firm's initial NEW OR ADDITIONAL investment in: Land Building and improvements Furniture, fixtures and equipment (includino machinerv) Initial construction or expansion: Cost of construction at the firm's new or expanded facility Amount of taxable construction materials purchased in: City County (should include city amount) State (should include city and county amounts) Amount of taxable furniture, fixtures and equioment purchased in: City County (should include city amount) State (should include city and county amounts) Total construction salaries Page 9 of 21 Expansion #3 (if aoolicable) Year of expansion Market value of firm's initial NEW OR ADDITIONAL investment in: Land Building and improvements Furniture, fixtures and equipment (includinQ machinerv) Initial construction or expansion: Cost of construction at the firm's new or expanded facility Amount of taxable construction materials fJUrchased in: City County (should include citv amount) State (should include city and county amounts) Amount of taxable furniture, fixtures and equipment purchased in: City County (should include city amount) State (should include city and county amounts) Total construction salaries OPERATIONS First Year of Full Operations As a Result of This Proiect New or additional sales of the firm related to this project Year1 Year2 Year3 Year4 Year5 Year6 Year 7 Years Year9 Year10 Percent of these sales subject to sales taxes in the: City County State Annual net taxable income, as a percent of sales, on which state corporate income taxes will be computed: Page 10 of 21 New or additional ourchases of the firm related to this oroiect Year1 Year2 Year3 Year4 Year5 Year6 Year? Year8 Year9 Year10 Percent of these purchases subiect to saleslcomoensating use taxes in the: Citv County State EMPLOYMENT Number of NEW employees to be hired each vear as a result of this project Year1 30 Year2 60 Year3 40 Year4 100 Year5 100 Year6 100 Year? Year8 Year9 Year10 Page 11 of 21 Number of these emolovees movina to countv each vear FROM OUT-OF-STATE Year1 Year2 Year3 Year4 Years Year6 Year? Year8 Year9 Year10 Number of these emolovees movina to countv each vear FROM OTHER KANSAS COUNTIES Year1 Year2 Year3 Year4 Years Year6 Year? Year8 Year9 Year10 Page 12 of 21 Weiahted averaae annual salary of all NEW employees, including all employees hired to date, related to this proiect Year1 $72,0S1 Year2 $61,3SS Year3 $S9,492 Year4 $S7,821 Years $S7,997 Year6 $S8,364 Year? $S9,531 Year 8 $60,721 Year 9 $61,936 Year 10 $63,17S VISITORS -Include customers, vendors and company employees from other locations in the count of visitors Number of ADDITIONAL out-of-county visitors expected at the firm as a result of this project Year1 Year2 Year3 Year4 Years Year6 Year? Years Year9 Year10 Number of days that each visitor will stay in the area Number of niQhts that a tvoical visitor will stav in a local hotel or motel Percentage of visitors traveling on business Percentaqe of visitors travelinQ for leisure Percentage of visitor's expenditures soent in the same city as firm's location Percentaqe of visitor's exoenditures soent in the same county as firm's location Percentage of visitor's expenditures spent in Kansas Page 13 of 21 PAYMENT BY THE COMPANY TO TAXING JURISTICTIONS -Such as Davments in lieu of taxes Firm payments to the City Year1 $0 Year2 $0 Year3 $0 Year4 $0 Years $0 Year6 $0 Year? $0 Years $0 Year9 $0 Year 10 $0 Firm payments to the County $0 Year1 $0 Year2 $0 Year3 $0 Year4 $0 Years $0 Year6 $0 Year ? $0 Years $0 Year9 $0 Year 10 Page 14 of 21 Firm payments to the State of Kansas Year1 $0 Year2 $0 Year3 $0 Year4 $0 Years $0 Year6 $0 Year? $0 Year8 $0 Year9 $0 Year 10 $0 Firm payments to the School District Year1 $0 Year2 $0 Year 3 $0 Year4 $0 Years $0 Year6 $0 Year? $0 Years $0 Year9 $0 Year10 $0 Page 15 of 21 CEDBR-FISCAL IMPACT MODEL INCENTIVE INFORMATION CONTACT INFORMATION FOR CEDBR REGARDING INCENTIVE AMOUNTS Contact name D. Mitch Robinson Contact telephone number 785-404-3131 Contact e-mail address mrobinsonr@salinaedo.orri SALES TAX EXEMPTION ON CONSTRUCTION MATERIALS Sales tax exemption EXPANSION #1 (please enter yes or no) Yes Percent of construction material costs funded by IRB for EXPANSION #1 100.0% Sales tax exemption EXPANSION #2 (Please enter ves or no) No Percent of construction material costs funded by IRB for EXPANSION #2 0.0% Sales tax exemption EXPANSION #3 (please enter yes or no) No Percent of construction material costs funded bv IRB for EXPANSION #3 0.0% SALES TAX EXEMPTION FOR OPERATIONS Value of sales tax exemption for OPERATIONS --CITY Year 1 Year2 Year 3 Year4 Years Year6 Year7 Year8 Year9 Year10 Page 16of21 Value of sales tax exemotion for OPERATIONS --COUNTY Year1 Year2 Year3 Year4 Year 5 Year6 Year 7 Years Year9 Year10 Value of sales tax exemotion for OPERATIONS -STATE Year1 Year2 Year3 Year4 Year5 Year6 Year7 Years Year9 Year 10 - Page 17 of 21 PROPERTY TAX ABATEMENT Prooertv tax abatement -Real orooertv land and buildinos Number of Years I 10 Percentage I 100.0% Prooertv tax abatement -Machinery and equipment Number of Years I 0 Percentaoe I 0.0% FORGIVABLE LOANS -Cash value Foroivable loans (cash value) -CITY Year1 Year 2 Year3 Year4 Year 5 Year6 Year7 Year8 Year9 Year10 Fomivable loans (cash value) -COUNTY Year1 Year2 Year3 Year4 Year5 Year6 Year7 Year8 Year9 Year10 Page 18 of 21 Foroivable loans (cash value) --STATE Year1 Year2 Year3 Year4 Year5 Year6 Year 7 Year8 Year9 Year 10 STATE TRAINING DOLLARS TraininA dollars KIT/KER/IMPACT (cash value) Year1 $110,000 Year2 Year3 Year4 Year5 Year6 Year7 Year8 Year9 Year10 INFRASTRUCTURE IMPROVEMENTS Infrastructure imorovements (cash value) --CITY Year 1 Year2 Year3 Year4 Year5 Year6 Year7 Year8 Year9 Year10 Page 19 of 21 Infrastructure improvements (cash value) --COUNTY Year1 Year2 Year3 Year4 Years Year6 Year7 Year a I Year9 Year10 Infrastructure improvements (cash value) --STATE Year1 Year2 Year3 Year4 Year5 Year6 Year7 Year8 Year9 Year10 OTHER INCENTIVES -Cash value Cash value of all other incentives --CITY Year1 Year2 Year3 Year4 Years Year6 Year 7 Year 8 Year9 Year10 Page 20 of 21 Cash value of all other incentives --COUNTY Year1 Year2 -Year3 Year4 Year 5 Year6 Year7 Years Year9 Year10 Cash value of all other incentives --STATE Year1 $10,412,799 Year2 Year3 Year4 Year5 Year6 Year7 Years Year9 Year10 Page 21 of 21 BEFORE THE BOARD OF TAX APPEALS OF THE STATE OF KANSAS Industrial Revenue Bond Informational Statement (K.S.A. 12-1744a) APPLICANT: City of Salina, Kansas City or County issuing I.R.B.s Saline County in which City is located 1. Please answer all questions. If a question is not applicable, please indicate (N/A). Proposed lessee name and address for whom bonds issued: GPM No. 2, LLC Salina, Kansas Fiscal and Paying Agentffrustee: BOKF,N.A. Kansas City, Missouri Attomey(s) who issued opinion: Bond Counsel: Gilmore & Bell, P.C. Wichita, Kansas Tenant Counsel: KutakRockLLP Kansas City, Missouri Issuer's Attorney: Greg Bengtson, Esq. Salina, Kansas Underwriter's Counsel NIA 600596.20211 \BOTA (For StateNiKDJ;JiS/iJl)mly) NOV O 9 2021 BOARD OF TAX APPEALS fYh,'/-ed Cftflf w/ c)< IRB Statement No.cX>cPI-(cO Ll t -IRB Fee:!5/X) oy t Amt Rec.SOD ~ . Rec._ Date:W ) Ck# / 0 cc L/ I I 2. Will an exemption of the property be requested? If exemption will be sought: Yes X No a. Provide the legal description of the property. (If legal description is lengthy, attach additional pages.) See Exhibit A attached b. Provide the appraised valuation (not assessed) as listed by the county appraiser of property to be acquired, purchased, etc. as of next preceding January 1. Land: Improvements: Equipment and Machinery $1,261,340 $4,904,960 $0 3. Estimated TOTAL cost of the property: Land & Buildings Improvements: Equipment and Machinery $6,200,000 $8,400,000 $5,400,000 4. If facility financed is an addition or improvement to existing facility already financed by prior IRB issuance, supply following: Date prior I.RB .s issued: NI A If existing facility exempted, period of exemption: NIA Board of Tax Appeals #: NI A 5. IRB principal amount to be issued: Not to Exceed $20,000,000 6. Please provide the following: a. Itemized list of any payments in lieu of taxes. NIA b. The amount of any service fee or charges with detailed description of services to be rendered by Issuer for same. NI A c. Detailed description of ultimate use of bond proceeds (e.g. acquisition of real estate, remodeling of physical plant) with the amount of IRB proceeds to be used for each purpose. See Exhibit B attached 7. What is the proposed date of issuance of these I.R.B.s? (Must be a least 7 days after receipt of preliminary filing with the Board of Tax Appeals.) November 16. 2021 600596.20211 \BOTA 2 VER1FICA TJON I, Ashley Russell, Deputy City Clerk, do solemnly swear or affirm that the infonnation set forth herein is true and correct, to the best of my knowledge and belief. So help me God. State of Kansas ) ) SS: County of Saline ) GL 0. ~&ek( Signature of ~lica1it Ashley Russell, Deputy City Clerk Printed Name and Title This instrument was acknowledged before me on November 8, 2021, by Ashley Russell, Deputy City Clerk. Seal 8 . CYNTHIA S, WOLFF .. Nola~ PubHc • State of Kansas My Appl. Explr11 0 -f-tP.J). Signa re of Notary Public 0;t1 th I c. (S . LJ1 /.:g ~ Pri d Name ~ My appointment expires: Send this statement along with the filing fee of $500.00 to: 600596.20211\BOTA Kansas Board of Tax Appeals Eisenhower State Office Building 700 SW Harrison, I 0th Floor, Suite I 022 Topeka, KS 66603 3 EXHIBIT A The following described real estate located in Saline County, Kansas: TRACT 1: A TRACT OF LAND DESCRIBED AS THE NORTH 6 ACRES OF THE WEST HALF OF THE NORTHWEST QUARTER OF SECTION TWELVE (12), TOWNSHIP FIFTEEN (15) SOUTH, RANGE THREE (3) WEST OF THE SIXTH P.M., IN SALINE COUNTY, KANSAS, LESS U,S. HIGHWAY RIGHT-OF-WAY, MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE EAST RIGHT-OF-WAY LINE OF EXISTING U.S. HIGHWAY 81 AND THE NORTH LINE OF THE SAID NORTHWEST QUARTER, SAID POINT BEING ON AN ASSUMED BEARING OF SOUTH 89°40'52" EAST, 70.3 FEET FROM THE NORTHWEST CORNER OF SAID QUARTER SECTION: THENCE SOUTH 89°40'52" EAST ALONG THE NORTH LINE OF SAID QUARTER SECTION 1244.52 FEET TO THE NORTHEAST CORNER OF THE WEST HALF OF SAID QUARTER SECTION; THENCE SOUTH 00°00'56" ALONG THE EAST LINE OF THE WEST HALF OF SAID QUARTER SECTION, 198.78 FEET; THENCE NORTH 89°40'52" WEST, 1244.78 FEET TO THE EAST RIGHT-OF-WAY LINE OF EXISTING U.S. HIGHWAY 81; THENCE NORTH 00°05'20" EAST, ALONG SAID RIGHT-OF-WAY LINE, 198.78 FEET, MORE OR LESS, TO THE POINT OF BEGINNING, EXCEPT THE EXISTING HIGHWAY RIGHT-OF-WAY AND THE ABOVE DESCRIBED TRACT IS FURTHER SUBJECT TO THE NORTH 24.75 FEET NOW, AND TO BE USED FOR ROADWAY PURPOSES. TRACT 2: A TRACT OF LAND DESCRIBED AS THE WEST HALF OF THE NORTHWEST QUARTER, LESS THE NORTH 6 ACRES, OF SECTION TWELVE (12), TOWNSHIP FIFTEEN (15) SOUTH, RANGE THREE (3) WEST OF THE SIXTH P.M., IN SALINE COUNTY, KANSAS, LESS U,S. HIGHWAY RIGHT-OF-WAY, MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE EAST RIGHT-OF-WAY LINE EXISTING U.S., HIGHWAY 81 AND THE SOUTH LINE OF THE SAID NORTHWEST QUARTER, SAID POINT BEING ON AN ASSUMED BEARING OF SOUTH 89°43'31" EAST, 66.2 FEET FROM THE SOUTHWEST CORNER OF SAID QUARTER SECTION; THENCE NORTH 00°05'20" EAST ALONG SAID RIGHT-OF-WAY LINE, 2445.77 FEET; THENCE SOUTH 89°40'52" EAST, 1244.78 FEET TO THE POINT ON THE EAST LINE, 198.78 FEET SOUTH OF THE NORTHEAST CORNER OF THE WEST HALF OF SAID QUARTER SECTION; THENCE SOUTH 00°00'56" WEST ALONG THE EAST LINE OF THE WEST HALF OF SAID QUARTER SECTION 2444.82 FEET TO THE SOUTHEAST CORNER OF THE WEST HALF OF SAID QUARTER SECTION; THENCE NORTH 89°43'31" WEST, ALONG THE SOUTH LINE OF SAID QUARTER SECTION 1247.9 FEET, MORE OR LESS, TO THE POINT OF BEGINNING, EXCEPT EXISTING HIGHWAY RIGHT-OF-WAY. TRACT 3: A TRACT OF LAND DESCRIBED AS THE EAST HALF OF THE NORTHWEST QUARTER OF SECTION TWELVE (12), TOWNSHIP FIFTEEN (15) SOUTH, RANGE THREE (3) WEST OF THE SIXTH P.M., IN SALINE COUNTY, KANSAS, LESS UNION PACIFIC RAILROAD RIGHT-OF- WAY, MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE WEST RIGHT-OF-WAY LINE OF EXISTING UNION PACIFIC RAILROAD AND THE NORTH LINE OF THE SAID NORTHWEST QUARTER, SAID POINT BEING ON AN ASSUMED BEARING OF THE NORTH 89°40'52" WEST, 12.06 FEET FROM THE NORTHEAST CORNER OF SAID QUARTER SECTION; THENCE SOUTH 00°02'40" WEST, ALONG SAID RIGHT-OF-WAY LINE, 2642.59 FEET TO A POINT ON THE SOUTH LINE, 600596.20211 \BOTA EXHIBIT A-1 12.67 FEET WEST OF THE SOUTHEAST CORNER OF SAID QUARTER SECTION; THENCE NORTH 89°43'31" WEST ALONG SAID SOUTH LINE, 1301.43 FEET TO THE SOUTHWEST CORNER OF THE EAST HALF IF SAID QUARTER SECTION; THENCE NORTH 00°00'56" EAST ALONG THE WEST LINE OF THE EAST HALF OF SAID QUARTER SECTION, 2643.60 FEET TO THE NORTHWEST CORNER OF THE EAST HALF OF SAID QUARTER SECTION; THENCE SOUTH 89°40'52" EAST ALONG THE NORTH LINE OF SAID QUARTER SECTION, 1302.76 FEET, MORE OR LESS, TO THE POJNT OF BEG1NN1NG, EXCEPT THE EXISTING UNION PACIFIC RAILROAD RIGHT-OF-WAY. THE ABOVE DESCRIBED TRACT IS FURTHER SUBJECT TO THE NORTH 24.75 FEET NOW, AND TO BE USED FOR ROADWAY PURPOSES AND AN EASEMENT TO THE KANSAS POWER AND LIGHT COMP ANY FOR HIGH PRESSURE GAL LINE ALONG THE EAST LINE OF THE DESCRIBED TRACT. SAID DESCRIPTION WERE FURNISHED BY PROPERTY PLAN NO, A231EN-2 DATED AUGUST 4, 1970 BEING THE SAME PROPERTY CONVEYED TO GRANTOR BY WESTINGHOUSE ELECTRIC CORPORATION, DATED FEBRUARY 11, 1983 RECORDED IN OFFICIAL RECORDS OF SALINE COUNTY IN BOOK 334, PAGE 316. LESS AND EXCEPT: THAT PORTION OF LAND CONVEYED FROM GRANTOR TO THE CITY OF SALJNA, KANSAS DATED MARCH 20, 2003 RECORDED 1N OFFICIAL RECORDS OF SALJNE COUNTY 1N BOOK 1039, PAGE 1925, MORE PARTICULARLY DESCRIBED AS FOLLOWS: A TRACT OF LAND IN THE NORTHWEST QUARTER OF SECTION TWELVE (12), TOWNSHIP FIFTEEN (15) SOUTH, RANGE THREE (3) WEST OF THE SIXTH (6TH) PRINCIPAL MERIDIAN, SALINE COUNTY, KANSAS, MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHWEST CORNER OF SAID QUARTER SECTION; THENCE ON AN ASSUMED BEARING OF SOUTH 89°43'35" EAST, A DISTANCE OF SEVENTY AND THIRTY HUNDREDTHS (70.30) FEET ALONG THE NORTH LINE OF SAID QUARTER SECTION TO THE EASTERLY RIGHT-OF-WAY LINE OF NINTH STREET; THENCE SOUTH 00°01'02" EAST, A DISTANCE OF FORTY-FNE (45 AND NO HUNDREDTHS (45.00) FEET ALONG SAID EASTERLY RIGHT-OF-WAY LINE TO THE SOUTHERLY RIGHT-OF-WAY LINE OF WATERWELL ROAD AND THE POJNT OF BEGJNNING; THENCE S 00°01'02" EAST A DISTANCE OF THIRTY AND FORTY-FOUR HUNDREDTHS (30.44) FEET CONTINUJNG ALONG SAID EASTERLY RIGHT-OF-WAY LINE OF NINTH STREET; THENCE NORTH 77°51'04" EAST, A DISTANCE OF FORTY-FIVE AND SEVENTY-FIVE HUNDREDTHS (45.75) FEET; THENCE SOUTH 89°43'35" EAST, A DISTANCE OF TWO HUNDRED FORTY-SIX AND SIX HUNDREDTHS (246.06 FEET); THENCE NORTH 20°31'48" EAST, A DISTANCE OF TWENTY- ONE AND NINETY-FIVE HUNDREDTHS (21.95) FEET TO A POJNT ON SAID SOUTHERLY RIGHT-OF-WAY LINE OF WATERWELL ROAD; THENCE NORTH 89°43'35" WEST, A DISTANCE OF TWO HUNDRED NINETY-EIGHT AND FIFTY HUNDREDTHS 298.50 FEET ALONG SAID SOUTHERLY RIGHT-OF-WAY LINE TO THE POJNT OF BEGINNING. THE ABOVE DESCRIBED TRACTOF LAND CONTAINS 0.14 ACRES, MORE OR LESS. 600596.20211 \BOTA EXHIBIT A-2 Sources of Funds: Principal Amount of the Bonds Total Uses of Funds: Acquisition of Land and Building Renovation Costs Total 600596.20211 \BOTA EXHIBITB USE OF BOND PROCEEDS EXHIBITB $20,000,000.00 $20,000,000.00 $20,000,000.00 Eisenhower State Office Building 700 S.W. Harrison St., Suite 1022 Topeka.KS 66603 Kristen D. Wheeler., Chair Virginia A. Powell, Member Thomas P. Browne, Jr, Member Pro Tem Board of Tax Appeals November 16, 2021 Angie M Sizemore, Legal Asst Gilmore and Bell 100 N Main Ste 800 Wichita, KS 67202-1311 RE: APPLICANT: DOCKET NO: TAXING AUTHORITY: YEAR AT ISSUE: IRBAMOUNT: IRB Informational Statement City of Salina/GPM No. 2, L.L.C. 2021-6047-IRB Saline 2022-2031 $20,000,000 phone: 785-296-2388 fax: 785-296-6690 bota.maildesk@ks.gov www.kansas.gov/bota Governor Laura Kelly This will acknowledge receipt of the above referenced IRB Informational Statement and the required filing fee on November 9, 2021. Our review of the documents in this filing reveals that the filing is complete and timely filed as required by K.S.A. 12-1744a. The proposed date of issuance of these industrial revenue bonds is November 16, 2021. PLEASE BE ADVISED our review of this filing has no relationship to whether the property being acquired, constructed, improved, etc. with the bonds would qualify for exemption from ad valorem taxation pursuant to K.S.A. 79-201a Second., as amended. Sincerely, f>--· Kristen D. Wheeler, Board Chair BOARD OF TAX APPEALS CERTIFICATE OF SERVICE The above and foregoing was served by depositing the same in the United States mail, postage pre-paid, on the 16th day of November, 2021 addressed to the following: Ashley Russell, Deputy City Clerk City of Salina PO Box 736 Salina, KS 67 402-0736 Donald R Merriman, County Clerk Saline County Courthouse PO Box 5040 Salina, KS 67 402-5040 Angie M Sizemore Gilmore and Bell 100 N Main Ste 800 Wichita, KS 67202-1311 Emailed to: asizemore@gilmorebell.com BOARD OF TAX APPEALS BEFORE THE BOARD OF TAX APPEALS OF THE STATE OF KANSAS CERTIFICATE OF ISSUANCE OF INDUSTRIAL REVENUE BONDS Pursuant to the provisions ofK.S.A. 12-1744c, as amended, this is to certify that: The City of Salina, Kansas issued its Taxable Industrial Revenue Bonds, Series 2021 (Great Plains Project) dated November 16, 2021 in the principal amount of $6,200,000 on the 16th day of November, 2021. BOKF, N.A., as Trustee By: LlJ{JAJ.te d{?e_}J,<, Wendee I. Peres Vice President and Trust Officer BOTA Filing No.: 2021-6047-IRB VERIFICATION STATE OF KANSAS COUNTY OF SEDGWICK ) ) SS: ) Sarah 0. Steele, of Gilmore & Bell, P.C., Wichita, Kansas, oflawful age, being first duly sworn upon oath, deposes and states: That the law firm of Gilmore & Bell, P.C., served as Bond Counsel for the above mentioned issue of Taxable Industrial Revenue Bonds; that she has read the foregoing Certificate oflssuance and knows of her own personal knowledge that the statements set fo::th~e and correct~ - ii:/21oo1e SUBSCRIBED AND SWORN to before me this m y of January, 2022. My Appointment Expires: rr/4: ~ 3 600596.20211\CLOSING DOCUMENTS v.3 When Recorded Return to: Sarah 0. Steele, Esq. Gilmore & Bell, P.C. 100 N. Main, Suite 800 Wichita, Kansas 67202 I 11111111111111111 Ill 11111111111111111111111111111111111111111111111111111111111 ✓,:;t'.:;_~'\ REBECCA SEEMAN (.;;,·:~.,.,;/:.\REGISTER OF DEEDS SALINE COUNTY KANSAS \;.<..~:::.:~):)Book:1404 Page: 456-459 \,t ••·•·-:..-·' Receipt #• 138529 .---'~.__;;..;;;..::....._ "'-~•~"" Pages Re~orded: 4 C, r/ Recording Fee: $72.00 Date Recorded: 11/22/2021 3:58:09 PM NOTICE OF SITE LEASE AND PROJECT LEASE Notice is hereby given as of November 16, 2021, that GPM No. 2, LLC, a Kansas limited liability company (the "Tenant") has leased real property located in Saline County, Kansas, described in Schedule I attached hereto (the "Project") the City of Salina, Kansas an incorporated city of the first class duly organized and existing under the laws of the State of Kansas (the "Issuer"), by Site Lease dated as of November 1, 2021 (the "Site Lease"). Notice is hereby further given as of November 16, 2021, that the Issuer has leased to the Tenant, the Real Property and all improvements located thereon (the "Project") by Project Lease dated as of November 1, 2021 (the "Project Lease"). The Site Lease and Project Lease expire on December 31, 2032, provide for an extension of the term, and for early termination in the event of the happening of certain contingencies. The Project Lease provides an option to purchase the Project for prices and on terms set forth therein, and contains various other covenants, terms and conditions. A copy of the Site Lease and Project Lease are on file in the office of the clerk of the Issuer. [balance of this page intentionally left blank] 600596.20211\CLOSING DOCUMENTS v.3 Boole 1404 Page: 457 IN WITNESS WHEREOF, this Notice of Site Lease and Project Lease is executed by authority of the Governing Body of the City of Salina, Kansas as of the day and year first above written. CITY OF SALINA, KANSAS [SEAL,,l- ACKNOWLEDGMENT STATE OF KANSAS COUNTY OF SALINE ) ) SS: ) This instrument was acknowledged before me on No vember: 1).021 by Melissa Rose Hodges as Mayor and by Jo Vonna Rutherford as City Clerk of the City of Salina, Kansas, a municipal corporation. [SEAL] My Appointment Expires: ASHLEY RUSSELL My Appointment Expires August 30, 2022 Q'».f .30,. d D 3d) 600596.20211\CLOSING DOCUMENTS v.3 Notary Pub!. A .sb \~ :=6l..WSe) l Typed or Printed ame of Notary Public (Signature Page to Notice of Site Lease and Project Lease) Boole 1404 Page: 458 SCHEDULE I A leasehold interest in the following described real estate located in Saline County, Kansas: TRACT 1: A TRACT OF LAND DESCRIBED AS THE NORTH 6 ACRES OF THE WEST HALF OF THE NORTHWEST QUARTER OF SECTION TWELVE (12), TOWNSHIP FIFTEEN (15) SOUTH, RANGE THREE (3) WEST OF THE SIXTH P.M., IN SALINE COUNTY, KANSAS, LESS U,S. HIGHWAY RIGHT-OF-WAY, MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE EAST RIGHT-OF-WAY LINE OF EXISTING U.S. HIGHWAY 81 AND THE NORTH LINE OF THE SAID NORTHWEST QUARTER, SAID POINT BEING ON AN ASSUMED BEARING OF SOUTH 89°40'52" EAST, 70.3 FEET FROM THE NORTHWEST CORNER OF SAID QUARTER SECTION: THENCE SOUTH 89°40'52" EAST ALONG THE NORTH LINE OF SAID QUARTER SECTION 1244.52 FEET TO THE NORTHEAST CORNER OF THE WEST HALF OF SAID QUARTER SECTION; THENCE SOUTH 00°00'56" ALONG THE. EAST LINE OF THE WEST HALF OF SAID QUARTER SECTION, 198.78 FEET; THENCE NORTH 89°40'52" WEST, 1244.78 FEET TO THE EAST RIGHT-OF-WAY LINE OF EXISTING U.S. HIGHWAY 81; THENCE NORTH 00°05'20" EAST, ALONG SAID RIGHT-OF-WAY LINE, 198.78 FEET, MORE OR LESS, TO THE POINT OF BEGINNING, EXCEPT THE EXISTING HIGHWAY RIGHT-OF-WAY AND THE ABOVE DESCRIBED TRACT IS FURTHER SUBJECT TO THE NORTH 24.75 FEET NOW, AND TO BE USED FOR ROADWAY PURPOSES. TRACT 2: A TRACT OF LAND DESCRIBED AS THE WEST HALF OF THE NORTI-f\VEST QUARTER, LESS THE NORTH 6 ACRES, OF SECTION TWELVE (12), TOWNSHIP FIFTEEN (15) SOUTH, RANGE THREE (3) WEST OF THE SIXTH P.M., IN SALINE COUNTY, KANSAS, LESS U,S. HIGHWAY RIGHT-OF-WAY, MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE EAST RIGHT-OF-WAY LINE EXISTING U.S., HIGHWAY 81 AND THE SOUTH LINE OF THE SAID NORTHWEST QUARTER, SAID POINT BEING ON AN ASSUMED BEARING OF SOUTH 89°43'31" EAST, 66.2 FEET FROM THE SOUTHWEST CORNER OF SAID QUARTER SECTION; THENCE NORTH 00°05'20" EAST ALONG SAID RIGHT-OF-WAY LINE, 2445.77 FEET; THENCE SOUTH 89°40'52" EAST, 1244.78 FEET TO THE POINT ON THE EAST LINE, 198.78 FEET SOUTH OF THE NORTHEAST CORNER OF THE WEST HALF OF SAID QUARTER SECTION; THENCE SOUTH 00°00'56" WEST ALONG THE EAST LINE OF THE WEST HALF OF SAID QUARTER SECTION 2444.82 FEET TO THE SOUTHEAST CORNER OF THE WEST HALF OF SAID QUARTER SECTION; THENCE NORTH 89°43'31" WEST, ALONG THE SOUTH LINE OF SAID QUARTER SECTION 1247.9 FEET, MORE OR LESS, TO THE POINT OF BEGINNING, EXCEPT EXISTING HIGHWAY RIGHT-OF-WAY. TRACT 3: A TRACT OF LAND DESCRIBED AS THE EAST HALF OF THE NORTHWEST QUARTER OF SECTION TWELVE (12), TOWNSHIP FIFTEEN (15) SOUTH, RANGE THREE (3) WEST OF THE SIXTH P.M., IN SALINE COUNTY, KANSAS, LESS UNION PACIFIC RAILROAD RIGHT-OF- W A Y, MORE PARTICULARLY DESCRIBED AS FOLLOWS: 600596.20211 \CLOSING DOCUMENTS v.3 Book: 1404 Page: 459 BEGINNING AT THE INTERSECTION OF THE WEST RIGHT-OF-WAY LINE OF EXISTING UNION PACIFIC RAILROAD AND THE NORTH LINE OF THE SAID NORTHWEST QUARTER, SAID POINT BEING ON AN ASSUMED BEARING OF THE NORTH 89°40'52" WEST, 12.06 FEET FROM THE NORTHEAST CORNER OF SAID QUARTER SECTION; THENCE SOUTH 00°02'40" WEST, ALONG SAID RIGHT-OF-WAY LINE, 2642.59 FEET TO A POINT ON THE SOUTH LINE, 12.67 FEET WEST OF THE SOUTHEAST CORNER OF SAID QUARTER SECTION; THENCE NORTH 89°43'31" WEST ALONG SAID SOUTH LINE, 1301.43 FEET TO THE SOUTHWEST CORNER OF THE EAST HALF IF SAID QUARTER SECTION; THENCE NORTH 00°00'56" EAST ALONG THE WEST LINE OF THE EAST HALF OF SAID QUARTER SECTION, 2643.60 FEET TO THE NORTHWEST CORNER OF THE EAST HALF OF SAID QUARTER SECTION; THENCE SOUTH 89°40'52" EAST ALONG THE NORTH LINE OF SAID QUARTER SECTION, 1302.76 FEET, MORE OR LESS, TO THE POINT OF BEGINNING, EXCEPT THE EXISTING UNION PACIFIC RAil.,ROAD RIGHT-OF-WAY. THE ABOVE DESCRIBED TRACT IS FURTHER SUBJECT TO THE NORTH 24.75 FEET NOW, AND TO BE USED FOR ROADWAY PURPOSES AND AN EASEMENT TO THE KANSAS POWER AND LIGHT COMP ANY FOR HIGH PRESSURE GAL LINE ALONG THE EAST LINE OF THE DESCRIBED TRACT. SAID DESCRIPTION WERE FURNISHED BY PROPERTY PLAN NO, A231EN-2 DATED AUGUST 4, 1970 BEING THE SAME PROPERTY CONVEYED TO GRANTOR BY WESTINGHOUSE ELECTRIC CORPORATION, DATED FEBRUARY 11, 1983 RECORDED IN OFFICIAL RECORDS OF SALINE COUNTY IN BOOK 334, PAGE 316. LESS AND EXCEPT: THAT PORTION OF LAND CONVEYED FROM GRANTOR TO THE CITY OF SALINA, KANSAS DA TED MARCH 20, 2003 RECORDED IN OFFICIAL RECORDS OF SALINE COUNTY IN BOOK 1039, PAGE 1925, MORE PARTICULARLY DESCRIBED AS FOLLOWS: A TRACT OF LAND IN THE NORTHWEST QUARTER OF SECTION TWELVE (12), TOWNSHIP FIFTEEN (15) SOUTH, RANGE THREE (3) WEST OF THE SIXTH (6TH) PRINCIPAL MERIDIAN, SALINE COUNTY, KANSAS, MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHWEST CORNER OF SAID QUARTER SECTION; THENCE ON AN ASSUMED BEARING OF SOUTH 89°43'35" EAST, A DISTANCE OF SEVENTY AND THIRTY HUNDREDTHS (70.30) FEET ALONG THE NORTH LINE OF SAID QUARTER SECTION TO THE EASTERLY RIGHT-OF-WAY LINE OF NINTH STREET; THENCE SOUTH 00°01'02" EAST, A DISTANCE OF FORTY-FNE (45 AND NO HUNDREDTHS (45.00) FEET ALONG SAID EASTERLY RIGHT-OF-WAY LINE TO THE SOUTHERLY RIGHT-OF-WAY LINE OF WATERWELL ROAD AND THE POINT OF BEGINNING; THENCE S 00°01'02" EAST A DISTANCE OF THIRTY AND FORTY-FOUR HUNDREDTHS (30.44) FEET CONTINUING ALONG SAID EASTERLY RIGHT-OF-WAY LINE OF NINTH STREET; THENCE NORTH 77°51'04" EAST, A DISTANCE OF FORTY-FIVE AND SEVENTY-FNE HUNDREDTHS (45.75) FEET; THENCE SOUTH 89°43'35" EAST, A DISTANCE OF TWO HUNDRED FORTY-SIX AND SIX HUNDREDTHS (246.06 FEET); THENCE NORTH 20°31'48" EAST, A DISTANCE OF TWENTY- ONE AND NINETY-FNE HUNDREDTHS (21.95) FEET TO A POINT ON SAID SOUTHERLY RIGHT-OF-WAY LINE OF WATERWELL ROAD; THENCE NORTH 89°43'35" WEST, A DISTANCE OF TWO HUNDRED NINETY-EIGHT AND FIFTY HUNDREDTHS 298.50 FEET ALONG SAID SOUTHERLY RIGHT-OF-WAY LINE TO THE POINT OF BEGINNING. THE ABOVE DESCRIBED TRACT OF LAND CONTAINS 0.14 ACRES, MORE OR LESS. the real property constituting the "Real Property" as referred to in the Project Lease, subject to Permitted Encumbrances. i"Q 600596.20211\CLOSING DOCUMENTS v.3 ~ • RECORDED AT FILERS REQUEST-~ 2 When Recorded Return to: Sarah 0. Steele, Esq. Gilmore & Bell, P.C. 100 N. Main, Suite 800 Wichita, Kansas 67202 111111111111111111 Ill 1111111111111111 lllll llll llllll lllll lllll llll II I Ill llll llll ~-", REBECCA SEEMAN /;f .... ;.~;_~'.\REGISTER OF DEEDS SALINE COUNTY KANSAS {l"::·.1t'f:)eook:1404 Page: 460-465 \:i'~•;:.-:;/Receipt #: 138529 f\ ,..1 Recording Fee: $106.00 '"'~"-.,,. Pages Recorded: 6 \....I' Date Recorded: 11/22/2021 3:58:10 PM ASSIGNMENT OF SITE LEASE AND PROJECT LEASE WHEREAS, the City of Salina, Kansas, an incorporated city of the first class, duly organized and existing under the laws of the State of Kansas (the "Issuer"), has entered into a Site Lease dated as of November 1, 2021 (the "Site Lease") with GPM No. 2, LLC, a Kansas limited liability company, (the "Tenant") of real property described in Schedule I attached hereto (the "Real Property"); and WHEREAS, the Issuer has further entered into a lease to the Tenant of the Real Property and all improvements located thereon (the "Project") by Project Lease dated as of November 1, 2021 (the "Project Lease"); and WHEREAS, the Site Lease and Project Lease are for terms beginning as of November 16, 2021, and expiring December 31, 2032; and WHEREAS, the Issuer has issued its Taxable Industrial Revenue Bonds, Series 2021 (Great Plains Project) (the "Bonds"), payable from the revenue to be received by the Issuer under the Project Lease, and the Project and the revenue from it have been pledged by the Issuer to payment of the Bonds; and WHEREAS, BOKF, N.A., Kansas City, Missouri, has been designated as trustee (the "Trustee") pursuant to the terms of a Trust Indenture dated as of November 1, 2021 (the "Indenture") between the Issuer and the Trustee, and under the Indenture the Trustee is authorized, empowered and directed to perform the duties of the Issuer as lessor under the Site Lease and the Project Lease, including collection of rentals for disbursement to the owners of the Bonds as provided in the Indenture, and to perform, insofar as it legally can, all acts otherwise required of the Issuer under the Site Lease and the Project Lease; NOW, THEREFORE, in consideration of the acceptance by the Trustee of all of the duties of the Issuer under the Site Lease and the Project Lease, the Issuer, by authority of its governing body, does as of November 16, 2021 assign to the Trustee all of its right, title and interest in the Site Lease and the Project Lease for the purposes of (i) exercising the rights of the Issuer under the Site Lease and the Project Lease to the extent that such rights may be lawfully assigned by the Issuer and excepting only such rights which, in the context in which they appear in the Site Lease and the Project Lease, are capable of being exercised or performed only by the Issuer and (ii) performing and carrying out to the extent directed to do so in the Indenture the duties and obligations of the Issuer thereunder, to such extent, and subject to such exception. 600596.20211 \CLOSING DOCUMENTS v.3 Book: 1404 Page: 461 This instrument and the rights and obligations created hereby are for the benefit of the owners from time to time of the Bonds. This instrument shall be null and void upon full payment of the Bonds and the expiration of the duties of the Trustee under the Indenture. [balance of this page intentionally left blank] 600596.20211 \CLOSING DOCUMENTS v.3 2 Boole 1404 Page: 462 IN WITNESS WHEREOF, the City of Salina, Kansas, has set its hand by its Mayor and attested by the City Clerk and has caused the corporate seal of the Issuer to be affixed hereto as of the day and year first above written. CITY OF SALINA, KANSAS [SEAL] ACKNOWLEDGMENT STATE OF KANSAS ) COUNTY OF SALINE ) SS: ) This instrument was acknowledged before me on ND/ernk4~;021 by Melissa Rose Hodges as Mayor and by Jo Vonna Rutherford as City Clerk of the City of Salina, Kansas, a municipal corporation. ,-:-,.. .. ,_ -n -°' ~J-1 {(~)J My~~:~" ~~ loiiii··~·•• ... S/'iiiiiii.~-... iiiiiiiaiiiiii~-----~j. A:sb \ ~ crs:~e:..-v Typed or Printld Name of Notary Publ{c [SEAL] My Appointment Expires: ~~Jffi) 600596.20211\CLOSING DOCUMENTS vJ (Issuer's Signature Page to Assignment of Site Lease and Project Lease) Boole 1404 Page: 463 ACKNOWLEDGMENT AND ACCEPTANCE I, the undersigned, a duly authorized, qualified and acting trust officer of BOKF, N.A., hereby acknowledge and accept, on behalf of the assignee, the above and foregoing Assignment of Site Lease and the Project Lease by the City of Salina, Kansas (the "Issuer") of all of its rights and interest in and to the Site Lease and the Project Lease dated as of November 1, 2021, between the Issuer, and GPM No. 2, LLC, as Tenant. BOKF,N.A. Kansas City, Missouri, as Trustee By:~~~ Name: Wen dee I. Peres Title: Vice President and Trust Officer ACKNOWLEDGMENT STATE OF Af_iSJ;O(.)\(l COUNTY OF .,JM..J::$lIY\ ) ) ss. ) This instrument was acknowledged before me on the 4 ~day of November, 2021, by Wendee I. Peres, Vice President and Trust Officer of BOKF, N.A., a banking corporation or association organized under the laws of the United States of America or one of the states thereof. LAVONNE MEYER J '"'\ ( ~ [SEAL] NOTARYPUBUC-NOTARYSEAL ~flVr1'L1/\0~Lt MYCOMMl~~~~1~8f&%sr10,2025 l Notary Publi \ JACKSON COUNTY \ f COMMISSION#21636260 L_waaae.., rnR 'f;C My Appointment Expires: Name ofNotary Publ c a /re /2025 600596.20211 \CLOSING DOCUMENTS v.3 (Trustee's Signature Page to Assignment of Lease) Book: 1404 Page: 464 SCHEDULE! A leasehold interest in the following described real estate located in Saline County, Kansas: TRACT 1: A TRACT OF LAND DESCRIBED AS THE NORTH 6 ACRES OF THE WEST HALF OF THE NORTHWEST QUARTER OF SECTION TWELVE (12), TOWNSHIP FIFTEEN (15) SOUTH, RANGE THREE (3) WEST OF THE SIXTH P.M., IN SALINE COUNTY, KANSAS, LESS U,S. HIGHWAY RIGHT-OF-WAY, MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE EAST RIGHT-OF-WAY LINE OF EXISTING U.S. illGHWAY 81 AND THE NORTH LINE OF THE SAID NORTHWEST QUARTER, SAID POINT BEING ON AN ASSUMED BEARING OF SOUTH 89°40'52" EAST, 70.3 FEET FROM THE NORTHWEST CORNER OF SAID QUARTER SECTION: THENCE SOUTH 89°40'52" EAST ALONG THE NORTH LINE OF SAID QUARTER SECTION 1244.52 FEET TO THE NORTHEAST CORNER OF THE WEST HALF OF SAID QUARTER SECTION; THENCE SOUTH 00°00'56" ALONG THE EAST LINE OF THE WEST HALF OF SAID QUARTER SECTION, 198.78 FEET; THENCE NORTH 89°40'52" WEST, 1244.78 FEET TO THE EAST RIGHT-OF-WAY LINE OF EXISTING U.S. HIGHWAY 81; THENCE NORTH 00°05'20" EAST, ALONG SAID RIGHT-OF-WAY LINE, 198.78 FEET, MORE OR LESS, TO THE POINT OF BEGINNING, EXCEPT THE EXISTING HIGHWAY RIGHT-OF-WAY AND THE ABOVE DESCRIBED TRACT IS FURTHER SUBJECT TO THE NORTH 24.75 FEET NOW, AND TO BE USED FOR ROADWAY PURPOSES. TRACT 2: A TRACT OF LAND DESCRIBED AS THE WEST HALF OF THE NORTHWEST QUARTER, LESS THE NORTH 6 ACRES, OF SECTION TWELVE (12), TOWNSHIP FIFTEEN (15) SOUTH, RANGE THREE (3) WEST OF THE SIXTH P.M., IN SALINE COUNTY, KANSAS, LESS U,S. HIGHWAY RIGHT-OF-WAY, MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE EAST RIGHT-OF-WAY LINE EXISTING U.S., HIGHWAY 81 AND THE SOUTH LINE OF THE SAID NORTHWEST QUARTER, SAID POINT BEING ON AN ASSUMED BEARING OF SOUTH 89°43'31" EAST, 66.2 FEET FROM THE SOUTHWEST CORNER OF SAID QUARTER SECTION; THENCE NORTH 00°05'20" EAST ALONG SAID RIGHT-OF-WAY LINE, 2445.77 FEET; THENCE SOUTH 89°40'52" EAST, 1244.78 FEET TO THE POINT ON THE EAST LINE, 198.78 FEET SOUTH OF THE NORTHEAST CORNER OF THE WEST HALF OF SAID QUARTER SECTION; THENCE SOUTH 00°00'56" WEST ALONG THE EAST LINE OF THE WEST HALF OF SAID QUARTER SECTION 2444.82 FEET TO THE SOUTHEAST CORNER OF THE WEST HALF OF SAID QUARTER SECTION; THENCE NORTH 89°43'31" WEST, ALONG THE SOUTH LINE OF SAID QUARTER SECTION 1247.9 FEET, MORE OR LESS, TO THE POINT OF BEGINNING, EXCEPT EXISTING HIGHWAY RIGHT-OF-WAY. TRACT 3: A TRACT OF LAND DESCRIBED AS THE EAST HALF OF THE NORTHWEST QUARTER OF SECTION TWELVE (12), TOWNSHIP FIFTEEN (15) SOUTH, RANGE THREE (3) WEST OF THE SIXTH P.M., IN SALINE COUNTY, KANSAS, LESS UNION PACIFIC RAILROAD RIGHT-OF- WAY, MORE PARTICULARLY DESCRIBED AS FOLLOWS: 600596.20211 \CWSING DOCUMENTS v.3 S-1 Boole 1404 Page: 465 BEGINNING AT THE INTERSECTION OF THE WEST RIGHT-OF-WAY LINE OF EXISTING UNION PACIFIC RAILROAD AND THE NORTH LINE OF THE SAID NORTHWEST QUARTER, SAID POINT BEING ON AN ASSUMED BEARING OF THE NORTH 89°40'52" WEST, 12.06 FEET FROM THE NORTHEAST CORNER OF SAID QUARTER SECTION; THENCE SOUTH 00°02'40" WEST, ALONG SAID RIGHT-OF-WAY LINE, 2642.59 FEET TO A POINT ON THE SOUTH LINE, 12.67 FEET WEST OF THE SOUTHEAST CORNER OF SAID QUARTER SECTION; THENCE NORTH 89°43'31" WEST ALONG SAID SOUTH LINE, 1301.43 FEET TO THE SOUTHWEST CORNER OF THE EAST HALF IF SAID QUARTER SECTION; THENCE NORTH 00°00'56" EAST ALONG THE WEST LINE OF THE EAST HALF OF SAID QUARTER SECTION, 2643.60 FEET TO THE NORTHWEST CORNER OF THE EAST HALF OF SAID QUARTER SECTION; THENCE SOUTH 89°40'52" EAST ALONG THE NORTH LINE OF SAID QUARTER SECTION, 1302.76 FEET, MORE OR LESS, TO THE POINT OF BEGINNING, EXCEPT THE EXISTING UNION PACIFIC RAILROAD RIGHT-OF-WAY. THE ABOVE DESCRIBED TRACT IS FURTHER SUBJECT TO THE NORTH 24.75 FEET NOW, AND TO BE USED FOR ROADWAY PURPOSES AND AN EASEMENT TO THE KANSAS POWER AND LIGHT COMP ANY FOR HIGH PRESSURE GAL LINE ALONG THE EAST LINE OF THE DESCRIBED TRACT. SAID DESCRIPTION WERE FURNISHED BY PROPERTY PLAN NO, A231EN-2 DATED AUGUST 4, 1970 BEING THE SAME PROPERTY CONVEYED TO GRANTOR BY WESTINGHOUSE ELECTRIC CORPORATION, DATED FEBRUARY 11, 1983 RECORDED IN OFFICIAL RECORDS OF SALINE COUNTY IN BOOK 334, PAGE 316. LESS AND EXCEPT: THAT PORTION OF LAND CONVEYED FROM GRANTOR TO THE CITY OF SALINA, KANSAS DATED MARCH 20, 2003 RECORDED IN OFFICIAL RECORDS OF SALINE COUNTY IN BOOK 1039, PAGE 1925, MORE PARTICULARLY DESCRIBED AS FOLLOWS: A TRACT OF LAND IN THE NORTHWEST QUARTER OF SECTION TWELVE (12), TOWNSHIP FIFTEEN (15) SOUTH, RANGE THREE (3) WEST OF THE SIXTH (6TH) PRINCIPAL MERIDIAN, SALINE COUNTY, KANSAS, MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHWEST CORNER OF SAID QUARTER SECTION; THENCE ON AN ASSUMED BEARING OF SOUTH 89°43'35" EAST, A DISTANCE OF SEVENTY AND THIRTY HUNDREDTHS (70.30) FEET ALONG THE NORTH LINE OF SAID QUARTER SECTION TO THE EASTERLY RIGHT-OF-WAY LINE OF NINTH STREET; THENCE SOUTH 00°01'02" EAST, A DISTANCE OF FORTY-FIVE (45 AND NO HUNDREDTHS (45.00) FEET ALONG SAID EASTERLY RIGHT-OF-WAY LINE TO THE SOUTHERLY RIGHT-OF-WAY LINE OF WATERWELL ROAD AND THE POINT OF BEGINNING; THENCE S 00°01'02" EAST A DISTANCE OF THIRTY AND FORTY-FOUR HUNDREDTHS (30.44) FEET CONTINUING ALONG SAID EASTERLY RIGHT-OF-WAY LINE OF NINTH STREET; THENCE NORTH 77°51'04" EAST, A DISTANCE OF FORTY-FIVE AND SEVENTY-FIVE HUNDREDTHS (45.75) FEET; THENCE SOUTH 89°43'35" EAST, A DISTANCE OF TWO HUNDRED FORTY-SIX AND SIX HUNDREDTHS (246.06 FEET); THENCE NORTH 20°31'48" EAST, A DISTANCE OF TWENTY- ONE AND NINETY-FIVE HUNDREDTHS (21.95) FEET TO A POINT ON SAID SOUTHERLY RIGHT-OF-WAY LINE OF WATERWELL ROAD; THENCE NORTH 89°43'35" WEST, A DISTANCE OF TWO HUNDRED NINETY-EIGHT AND FIFTY HUNDREDTHS 298.50 FEET ALONG SAID SOUTHERLY RIGHT-OF-WAY LINE TO THE POINT OF BEGINNING. THE ABOVE DESCRIBED TRACT OF LAND CONTAINS 0.14 ACRES, MORE OR LESS. the real property constituting the "Real Property" as referred to in the Project Lease, subject to Permitted Encumbrances. 600596.20211\CLOSING DOCUMENTS v.3 woa \\1 . RECORDED AT FILERS REQUEST ~ ~ s- 2 TENANT'S CLOSING CERTIFICATE Not to Exceed $20,000,000 City of Salina, Kansas Taxable Industrial Revenue Bonds Series 2021 (Great Plains Project) I, the undersigned, hereby certify that I am the duly elected, qualified and acting Chief Financial Officer of GPM No. 2, LLC, a Kansas limited liability company (the "Tenant"), and as such I am familiar with the books and records of the Tenant and have all authority necessary to execute this Certificate on behalf of the Tenant. In connection with the issuance of not to exceed $20,000,000 principal amount of Taxable Industrial Revenue Bonds, Series 2021 (Great Plains Project) (the "Bonds"), by the City of Salina, Kansas (the "Issuer"), I hereby further certify for and on behalf of the Tenant as follows: 1. ORGANIZATION AND AUTHORITY 1.1. Due Organization. The Tenant is a limited liability company, organized and in good standing under the laws of the State of Kansas. 1.2. Articles of Organization and Operating Agreement. The copy of the Articles of Organization of the Tenant attached hereto as Exhibit A is a true, complete and correct copy of said Articles of Organization, as amended to date, as certified by the Secretary of the State of Kansas, and said Articles of Organization have not been further amended and are in full force and effect as of the date hereof. The copy of the Operating Agreement of the Tenant attached hereto as Exhibit B is a true, complete and correct copy of said Operating Agreement, as amended to date, and said Operating Agreement has not been further amended and is in full force and effect as of the date hereof. 1.3. Incumbency of Officer. The person signing this certificate on the date hereof is a duly appointed, qualified and acting officer of the Tenant, is duly authorized to execute this certificate and the signature at the end of this certificate is his true and genuine signature. 2. PROCEEDINGS AND LEGAL DOCUMENTS 2.1. Proceedings. A true and correct copy of the resolution lawfully adopted by the Managers of the Tenant in accordance with the laws of the Tenant's state of organization and its governing documents, attached hereto as Exhibit C (the "Resolution"), has been furnished to the Issuer to be included in the transcript of proceedings (the "Transcript") relating to the authorization and issuance of the Bonds; such proceedings of the Tenant have not been modified, amended or repealed and are in full force and effect as of the date hereof. 2.2. Execution of Documents. The following described documents (the "Tenant Documents") have been executed and delivered for and on behalf of the Tenant by its duly authorized Managers pursuant to and in full compliance with the Resolution; the copies of the Tenant Documents to be included in the Transcript are true, complete and correct copies or counterparts as executed and delivered by the Tenant and are in substantially the same form and text as the copies of such documents which were presented before the Managers of the Tenant and approved by the Resolution; the Tenant Documents have not been amended or 600596.20211\CLOSING DOCUMENTS v.3 modified except with the approval of an authorized officer of the Tenant and the other parties thereto, and are in full force and effect as of the date hereof: (a) Site Lease dated as of November 1, 2021 (the "Site Lease"), between the Tenant, as lessor and the Issuer, as lessee. (b) Project Lease dated as of November 1, 2021 (the" Project Lease"), between the Issuer and the Tenant. (c) Bond Purchase Agreement dated as of November 1, 2021 (the "Bond Purchase Agreement"), among the Issuer, the Tenant and GPM No. 2, LLC, as purchaser. 2.3. Authorization of Documents. The Tenant has duly authorized, by all necessary action, the execution, delivery and due performance of the Tenant Documents and any and all such other agreements and documents as may be required to be executed, delivered and received by the Tenant in order to carry out, give effect to and consummate the transactions contemplated by the Tenant Documents. The Tenant Documents, as executed and delivered, constitute legal, valid and binding obligations of the Tenant enforceable in accordance with their respective terms ( except insofar as the enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws or equitable principles of general application affecting the rights and remedies of creditors and secured parties). 2.4. Representations in the Tenant Documents. Each of the representations of the Tenant set forth in the Tenant Documents is true, accurate and correct in all material respects as of the date hereof, as if made on the date hereof, and all covenants and conditions to be complied with and obligations to be performed by the Tenant under the Tenant Documents preceding the issuance of the Bonds have been complied with and performed. 2.5. No Event of Default. At the date of this Certificate, no Event of Default under the Tenant Documents has occurred and is continuing and no event has occurred and is continuing which with the lapse of time or the giving of notice, would constitute an Event of Default under the Tenant Documents. 3. DESCRIPTION OF THE PROJECT AND USE OF BOND PROCEEDS 3.1. Location and Description of Project. The proceeds of the Bonds are being used to finance the costs of the Project (as defined in the Project Lease). The Project consists of the acquisition, renovation and equipping of a commercial facility. The Project is located in Saline County, Kansas, outside the corporate limits of the Issuer, but within three miles thereof. 3.2. Sources and Uses of Funds. The estimated sources of funds, including the proceeds of the Bonds and other available funds of the Tenant, and the expected application thereof, are as set forth on Exhibit D hereto. 4. INTENTIONALLY OMITTED 5. LEGAL MATTERS 5.1. No Litigation. There is no litigation, proceeding or investigation by or before any court, public board or body, pending, or threatened, against or affecting the Tenant, its officers or property, challenging the validity of the Tenant Documents, or seeking to enjoin any of the transactions contemplated by such instruments or the performance by the Tenant of its obligations thereunder, or challenging the acquisition or operation of the Project. Further, no litigation, proceeding, or investigation is pending or, to 600596.20211\CLOSING DOCUMENTS v.3 2 the knowledge of the officers of the Tenant signing this certificate, threatened, against the Tenant, its officers or property except (i) that arising in the normal course of the Tenant's business operations, and being defended by or on behalf of the Tenant, in which the probable ultimate recovery and estimated defense costs and expenses, in the opinion of the Tenant's management, will be entirely within applicable insurance policy limits (subject to applicable self-insurance, retentions and deductibles), or (ii) that which, if determined adversely to the Tenant, would not, in the opinion of the Tenant's management, materially adversely affect the Tenant's operations or condition, financial or otherwise. 5.2. Title to the Project. To the best of my knowledge, based on a title insurance policy, there is at present no defect in the title to the land on which the Project are or will be constructed, or any other property described in the Indenture, the Site Lease or the Project Lease, other than Permitted Encumbrances, if any (as defined in the Project Lease), which may materially interfere with or impair the operation of, or materially adversely affect the value of, the Project or prevent or limit the carrying out of the purposes for which the same is being used by the Tenant. 5.3. Approvals. All currently necessary approvals, whether legal or administrative, have been obtained from any applicable federal, state or local entity or agency required in connection with the operation of the Project by Tenant, as defined in the Project Lease. 5 .4. Compliance with Existing Covenants. The Tenant is not in material default under nor violating in any material respect (i) any material provision of its Articles of Organization or Operating Agreement or (ii) any indenture, mortgage, lien, agreement, contract, deed, lease, loan agreement, note, order, judgment, decree or other instrument or restriction of any kind or character to which it is a party or by which it is bound, or to which it or any of its assets is subject. Neither the execution and delivery of the Tenant Documents nor compliance with the terms, conditions and provisions thereof will conflict with or constitute a material default under, any of the foregoing. 5.5. Legal Counsel. For the purpose of rendering this Certificate, I have been counseled by the Tenant's legal counsel as to the purpose of the foregoing certifications and the meanings of the matters set forth in the foregoing certifications. I understand that the factual information and representations contained in this Certificate will be relied upon by the Issuer in the issuance of the Bonds. 6. ENVIRONMENTAL MATTERS. 6.1. Permits. All required federal, state and local permits concerning or related to environmental protection and regulation concerning the Tenant's operations have been secured and are current. Upon occupancy of the Project, Tenant will obtain any required permits for its operations to be conducted on and in the Project. 6.2. Compliance with Applicable Permits, Laws and Regulations. Tenant is and has been in full compliance with any such environmental permits, and any other requirements under all applicable Environmental Laws (as defined in the Project Lease). 6.3. No Pending Actions. There are no pending actions against Tenant under any Environmental Law, and Tenant has not received notice in any form of such an action, or of a possible action. 6.4. Releases of Hazardous Substances. Tenant has exercised diligence to determine whether there have been any past or current releases of hazardous substances on, over, under, at, from, into or onto the Project; it has not been able to discover any such releases, and has concluded that there are none; Tenant is not aware of any such past releases involving any of its other properties, and there are no current releases 600596.20211\CLOSING DOCUMENTS v.3 3 on any of its properties. The terms "release" and "hazardous substance" are as understood under CERCLA and other applicable Environmental Laws. 6.5. Present Conditions. Tenant is not aware of any environmental condition, situation or incident on, at or concerning the Project or any of its other properties which could give rise to an action against Tenant or to liability against Tenant under any Environmental Law or any common law theory of liability. [The remainder of this page intentionally left blank] 600596.20211\CLOSING DOCUMENTS v.3 4 IN WITNESS WHEREOF, I have signed this certificate for delivery concurrently with the issuance of the Bonds. GPM NO. 2, LLC By: 1(.J l,(_2,,t,ry Name: inda L. alem Title: Manager 600596.2021 !\CLOSING DOCUMENTS v.3 (Signature Page to Tenant's Closing Certificate) EXIIlBITA ARTICLES OF ORGANIZATION 600596.20211\CLOSING DOCUMENTS v.3 ARTICLES OF ORGANIZATION OF GPM NO. 2, LLC The undersigned, in order to form a Limited Liability Company under the Kansas Revised Limited Liability Company Act, hereby adopts the following Articles of Organization. FIRST: The name of the limited liability company is GPM No. 2, LLC. SECOND: This limited liability company shall exist perpetually. THIRD: The purpose for which the limited liability company is organized is to acquire, purchase, exchange, own, hold, lease and otherwise deal in and with any and a11 types of properties and investments, real, personal and mixed; and in addition, to engage in any lawful businesses or endeavors for which Jimited liability companies may be organized and operated under the Kansas Revised Limited Liability Company Act. FOURTH: The address of the limited liability company's registered office in the State of Kansas is 1525 E. North Street, Salina, Saline County, Kansas 67401. The name and address of the resident agent of the limited liability company in the State ofKansas is Great Plains Manufacturing, Incorporated, 1525 E. North Street, Salina, Saline County, Kansas 67401. FIFTH: The management of the limited liability company shall be vested in three Managers who shall have continuing exclusive authority to make management decisions necessary to the conduct of the business for which the limited liability company is formed. The name and business address of each initial Manager who shall serve as Manager until the first annual meeting of Members and until his or her successor is elected and qualified is: Roy E. Applequist 1525 E. North Street Salina, Kansas 67401 Linda L. Salem 1525 E. North Street Salina, Kansas 67401 -I - James M. Hall IV 1525 E. North Street Salina, Kansas 67 40 I SIXTH: The original Operating Agreement of the limited liability company shall be adopted by the Members of the limited liability company. These Articles of Organization may be amended or repealed at any time and from time to time by a vote of the Members to the extent then required under the Operating Agreement. IN WI1NESS WHEREOF, the undersigned, being a Manager of the limited liability company, does hereby certify, make and acknowledge these Articles of Organization this J_ day of October, 2007. -2- EXHIBITB OPERATING AGREEMENT 600596.20211 \CLOSING DOCUMENTS v .3 OPERATING AGREEMENT OF GPM NO. 2, LLC A KANSAS LIMITED LIABILITY COMPANY ARTICLE I Name and Location SECTION 1. The name of the Limited Liability Company is GPM No. 2, LLC (the 11Company"). SECTION 2. The principa] (and registered) office of the Company in the State of Kansas is 1525 E. North Street, Salina, Saline County, Kansas 67401. SECTION 3. Other offices for the transaction of business of the Company may be located at such places in the State of Kansas or elsewhere as the Members may from time to time determine. ARTICLE II Tenn and Business of Company SECTION l . The term of the Company shall end upon cancellation of the Company's Articles of Organization in accordance with the Act. SECTION 2. The purpose for which the Company is organized is to acquire, purchase, exchange, own, hold, lease and otherwise deal in and with any and all types of properties and investments, real, personal and mixed; and in addition, to engage in any lawful businesses or endeavors for which limited liability companies may be organized and operated under the Kansas Revised Limited Liability Company Act. -1 - ARTICLE III Definitions SECTION 1. For purposes of this Operating Agreement, the following terms shall have the following meanings: ( a) "Act" shall mean the Kansas Revised Limited Liability Company Act as the same may be amended from time to time. (b) "Articles of Organization" shall mean the Articles of Organization ofGPM No. 2, LLC, as filed with the Kansas Secretary of State as the same may be amended from time to time. ( c) "Capital Account" as of any given date shall mean the Capita] Account of a Member as determined in accordance with the provisions of Article VIII of this Operating Agreement as of that date. (d) "Capital Contribution" shall mean any and all contributions of money or property made by a Member to the Company regardless of when made, and the "Initial Capital Contribution" of a Member shall mean the initial contribution to the capital of the Company made by the Member as set forth on Exhibit "A" to this Operating Agreement. ( e) "Capital lnterest11 shall mean the proportion that a Member's positive Capita] Account bears to the aggregate positive Capital Accounts of all Members whose Capital Accounts have positive balances. (f) "Code" shall mean the Internal Revenue Code of 1986, as it is amended from time to time. (g) "Company" shall mean GPM No. 2, LLC, a limited liability company formed under the Act. (h) "Deficit Capital Account" shall mean the negative balance, if any, in a Member's Capital Account. ( i) "Majority Interest11 with respect to a group referred to herein shall mean the Percentage Interests of those within such group which in the aggregate exceed 50% of all Percentage Interests held by all who are incJuded in such group. -2- G) "Majority Vote" of a group referred to herein shalJ mean votes within such group which in the aggregate exceed 50% of all of the votes held at such time by all of the members of said group. The written Consent of a party as to an action or matter shall be considered such party's vote as to that action or matter. (k) "Manager(s)" shall mean one or more managers. Specifically, "Manager(s)" shall mean Roy E. Applequist, Linda L. Salem and James M. Hall IV, or any other person or persons that succeed in that capacity. References to the Manager(s) in the singular or as to him, her, it, itself, or other like references shall also, when the context so requires, be deemed to include the plural or the masculine or feminine reference, as the case may be. "Manager" shall mean one of the legal persons who serves as the sole Manager or as one of several "Manager(s)". (I) "Member" shall mean each of the parties to this Operating Agreement who execute it as a Member and each of the parties who subsequently become Members, whether by permissible transfer or admittance as an additional new Member. The term "Member" shall not include any transferee who does not obtain all the consents to a transfer, if any, required under the provisions of this Operating Agreement and who is therefore prohibited from management participation under Section 17-7618 of the Act, except such transferee shall have the rights to profits or other compensation by way of income and return of contributions allowed under said Section 17-7618 but shall be subject to all options to purchase and rights of first refusal, if any, contained in this Operating Agreement. (m) "Membership Interest" or "Member's Interest" shall mean a Member's entire interest in the Company, including such Member's financial interest in the profits, losses and distributions from the assets of the Company and such Member's right to participate in the management of the business and affairs of the Company, which include the right to vote on, consent to, or otherwise participate in any Member decision or action in accordance with this Operating Agreement and the Act. (n) "Operating Agreement" shall mean this Operating Agreement as the same may be amended from time to time. ( o) "Percentage Interest" of a Member shall mean that particular Member's interest in the profits, losses and rights to receive distributions from assets of the Company as set forth in Article IX of this Operating Agreement, as the same may be adjusted from time to time on account of transfers and admissions of additional Members. -3- (p) "Regulations" shall mean temporary and final regulations promulgated under the Code as of the date of filing the Articles of Organization and any subsequently issued regulations promulgated under the Code amending or superseding those regulations. ( q) "Transferor" sha11 mean a Member who sells, assigns or otherwise transfers for consideration or who gifts, bequeaths or otherwise transfers for no consideration (by operation of law or otherwise, except for bankruptcy) all or any portion of a Membership Interest to the extent allowed under the provisions of the Operating Agreement. ARTICLE IV Members SECTION 1. The Company shall maintain, during its existence, accounts, books and other relevant Company documents, which shall be available to each Member. Upon reasonable request, a Member shall have the right during ordinary business hours to inspect and copy Company accounts, books and records at such Member's expense. In addition, the Company shall, upon written request of a Member, provide such Member with a list showing the names, addresses and interests of all of the Members. The name and address of the initial Member of the Company are set forth on Exhibit "A" attached hereto and by reference made a part hereof. SECTION 2. The liability of each Member shall be limited to the extent set forth in this Operating Agreement and the laws of the State of Kansas, including but not limited to the Kansas Revised Limited Liability Company Act {the "Act"). A Member shall not be persona11y liable for any debts or losses of the Company in excess of such Member's respective capital contribution or obligation, if any, to make one or more capital contributions, except that a Member who rightfully receives a return of all or part of a capital contribution shall be liable to the Company only to the extent as may be provided from time to time by the Act. A Member who receives a distribution from the Company in excess of that allowed by this Operating Agreement, or made when the Company's liabilities are in excess of its assets (after taking into effect the distribution) is liable to the Company to the extent of such Member's share of such excess distribution, but only for that period of time for which such liability exists under applicable Kansas laws, including but not limited to the Act. SECTION 3. No Member shall have priority over any other Member for the return of capital contributions to Members or for net profits, net losses or distributions. -4- SECTION 4. The Company shall have a first lien on a Member's Interest in the Company, on the Member's interests, if any, in the properties and assets of the Company, and on all distributions payable by the Company for the amount of any indebtedness of any kind or nature owed to the Company by such Member. SECTION 5. Additional Members may be admitted to the Company only upon the Majority Vote of the Members. Upon obtaining the required consents or vote, any such additional Member shall execute, acknowledge and deliver to the Company such instruments of transfer, assignment and assumption, and such other certificates, representations and documents, and perform all other acts that the Manager(s) may deem necessary or desirable to confirm that the new Members have accepted, assumed and agreed to, be subject and bound by all of the terms, obligations and conditions of this Operating Agreement, as amended, and to cause the Company to remain lawfu1ly organized and qualified in each jurisdiction in which the Company is organized, qualified or doing business, and to maintain the status of the Company as a partnership for federal and state income tax purposes, and to assure compliance with all applicable laws and regulations, including but not limited to those relating to partnership taxation and laws and regulations relating to securities. No new Member shall be entitled to any retroactive allocation of losses, income, or expense deductions incurred by the Company, and the existing Members may, at their option, at the time a new Member is admitted, close the Company books as though the Company's tax year had ended, or make pro rata allocations of loss, income and expense deductions to a new Member for that portion of the Company's tax year in which a Member was admitted in accordance with the provisions of Code Section 706( d) and the Regulations promulgated thereunder. ARTICLEV Members' Meetings SECTION I. An annual meeting of the Members of the Company shall be held at such place, either within or without the State of Kansas, as may be designated by the Manager(s), or by Majority Vote of the Members, or if not so designated, at the registered office of the Company in the State of Kansas, on the second Tuesday in February of each year; provided that whenever such day shall fall upon a legal holiday, the meeting shall be held on the next succeeding business day. At the annual meeting of the Members, the Manager(s) of the Company shall be elected by Majority Vote. SECTION 2. A special meeting of the Members may be called and held at such place, either within or without the State of Kansas, as may be designated by the Manager( s ), or by any -5 - Member, and if the place of the meeting is not so designated, at the registered office of the Company in the State of Kansas. SECTION 3. Whenever the Members are required or permitted to take any action at a meeting, a written notice of the meeting shall be given which shall state the place, date and hour of the meeting and, in the case of a special meeting, the pmpose or purposes for which the meeting is called. The written notice of any meeting shall be given not less than ten ( l 0) nor more than sixty (60) days before the date of the meeting to each Member entitled to vote at such meeting. If such notice is mailed, such notice shall be deemed to have been given when deposited in the United States Mail, postage prepaid, directed to the Member at such Member's address as it appears on the records of the Company. Whenever notice is required to be given hereunder, a written waiver thereof, signed by the Member entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting except when the person attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at nor the purpose of any annual or special meeting of the Members need be specified in any written waiver of notice. SECTION 4. The Members may take action required or pennitted to be taken at a meeting of the Members without a meeting if the action is evidenced by one or more written Consents describing the action taken, signed by Members entitled to vote having not less than the minimum number of votes necessary to authorize or take such action at a meeting, and included in the minutes ofthe Company filed in the Company records. Any action taken under this Section is effective when said number of Members entitled to vote have signed the Consent, unless the Consent specifies a different date of effectiveness. The record date for determining Members entitled to take action without a meeting shall be the date the first Member signs a written Consent. SECTION 5. When any notice is required to be given to any Member, a waiver of such notice in writing signed by the Member entitled thereto, shall be the equivalent of giving of such notice, whether such waiver is signed prior to, at or subsequent to the time stated therein. SECTION 6. At each meeting of the Members, each Member shall be entitled to that number of votes as equals such Member's Percentage Interest in the Company that such Member holds of record on the books of the Company in such Member's name, and may cast such vote either in person or by proxy. Unless a greater requirement is otherwise specifically provided for in the Artic1es of Organization of the Company, or in this Operating Agreement or in the Act, an action, approval, resolution or matter shall be deemed adopted by the Members upon an affmnative Majority Vote. Each Member entitled to vote at a meeting of -6- the Members or to express consent or dissent to Company action in writing without a meeting may authorize another person or persons to act for such Member by written proxy. A written proxy shall be valid for three (3) years unless the Member executing it specifies therein the Jength and time for which such proxy is to continue in force. All proxies shall be in writing, filed with the Secretary of the meeting, either before or after the tinie of such meeting, and by the Secretary entered or recorded in the minutes of such meeting. SECTION 7. A quorum for the transaction of business at any meeting shall consist of one or more Members, represented in person or by proxy, who collectively own and hold a majority of the Percentage Interests in the Company held by all Members of the Company, but the Members present or represented at any meeting thereof, less than a quorum, may adjourn the meeting from ,day-to-day or to a future date or place. Whenever such meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At any adjourned meeting, the Members may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each Member of record entitled to vote at the adjourned meeting. SECTION 8. The record date for determining Members entitled to notice of or to vote at a meeting of the Members shall be at the close of business on the day next preceding the day on which such notice is given. SECTION 9. If any Member of the Company has voting power standing of record in the name of two or more persons, whether fiduciaries, members of a partnership, joint tenants, tenants in common, or otbeiwise~ such Member's Interest in the Company may be voted as fol1ows: (a) If only one votes such Membership Interest in the Company, his, her or its act shall bind all of them; (b) If more than one of them votes such Membership Interest in the Company, the act of the majority so voting shall bind all of them; and (c) If more than one of them votes such Membership Interest in the Company but votes are evenly split on any particular matter, each faction may vote the Membership Interest in question proportionately; -7- unless the Secretary is given written notice to the contrary and is furnished with a copy of the instrument or order appointing them or creating the relationship wherein it is otherwise provided. SECTION 10. The Members shall have the power, by Majority Vote, at a meeting called for that purpose, to remove any officer or agent from office, to remove any Committee member from office and to dissolve or modify any Committee established by the Members. SECTION 11. At each annual Members' meeting, there shall be submitted a statement of the business done during the preceding year, together with a report of the general financial condition of the Company and of the condition of its tangible property. SECTION 12. All elections ofManager(s) shall be by written ballot if requested by any Member entitled to vote, but no written ballot shall be required unless the number of persons nominated as Manager( s) exceeds the number of persons to be elected as Manager(s ). At all elections of Managers, each Member shall be entitled to as many votes as shall equal such Member's Percentage Interest in the Company multiplied by the number ofManager(s) to be elected, and such Member may cast all of such votes for a single Manager or may distribute them among the number to be voted for or any two or more of them as he or she may see fit. ARTICLE VI Management of Company SECTION 1. The business and affairs of the Company shall be managed by one or more Manager(s). The initial Manager(s) shall consist of the person (persons) designated in the Articles of Organization, and the number of Manager(s) may thereafter be increased or decreased by a Majority Vote of the Members at any annual or special meeting of the Members. Each Manager shall hold office until his successor is elected and qualified or until his earlier resignation or removal. A Manager need not be a Member of the limited liability company, nor a resident of the State of Kansas. SECTION 2. The annual meeting of the Manager(s) shall be held immediately after the adjournment of each annual meeting of the Members. SECTION 3. A special meeting ofthe Manager(s) may be called at any time or place, within or without the State of Kansas, by any one of the Manager(s), or by Members who in the aggregate possess votes constituting a Majority Vote. Any action required or pennitted to be taken at any meeting of the Manager(s) may be taken without a meeting, if all Manager(s) -8 - consent thereto in writing and the writing or writings are filed with the minutes of proceedings of the Manager(s). SECTION 4. Notice of all regular and special meetings of the Manager(s) shall be mailed to each Manager at least two days prior to the time fixed for such meeting. All notices of special meetings shall state the purpose thereof and the place where the meeting is to be held. Whenever notice is required to be given hereunder, a written waiver thereof signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a Manager at a meeting of the Manager(s) shall constitute a waiver of notice of such meeting except when the Manager attends the meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at nor the purpose of any meeting of the Mami.ger(s) need be specified in any written waiver of notice of such meeting. SECTION 5. The Manager(s) may take action required or permitted to be taken at any meeting of the Manager(s) without a meeting if the action is evidenced by one or more written Consents describing the action taken, signed by Manager(s) having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting, and included in the minutes of the Company filed in the Company records. Any action taken under this Section is effective when said number ofManager(s) entitled to vote have signed the Consent, unless the Consent specifies a different date of effectiveness. The record date for determining Manager( s) entitled to take action without a meeting shaU be the date the first of the Manager(s) signs a written Consent. SECTION 6. A quorum for the transaction of business at any meeting of the Manager(s) shall consist of a majority of the Manager(s), but the Manager(s) present, although less than a quorum, shall have the power to adjourn the meeting from day to day, or to some future date. SECTION 7. A vacancy in a Manager position and newly created Manager(s) resulting from any increase in the authorized number of Manager( s) may be filled by a Majority Vote of the Members. SECTION 8. The Members shall have the power, by a Majority Vote, to remove any Manager from office, to remove any agent or Committee Member from office, and to dissolve or modify any CoimDittee established by the Members or by the Manager(s). SECTION 9. The Manager(s) shall have the authority to appoint such Managing Officers, Secretaries, General Managers or other officers and agents as may be deemed necessary or advisable, and to fix the salaries thereof, and to appoint executive or other committees to -9- perform such duties and have such powers and authority as may be delegated and granted to such committee by the Manager(s). SECTION 10. The Manager( s) shall direct, manage, and control the business of the Company to the best of their ability. Except for situations in which the approval of the Members is expressly required by this Operating Agreement or bynon-waivable provisions of applicable law, the Manager(s) shall have full and complete authority, power and discretion to manage and control the business, affairs, and properties of the Company, to make all decisions regarding those matters, and to perfortn any and all other acts or activities customary or incident to the management of the Company's business. At any time when there is more than one Manager, such action may be taken by one or more of the Manager(s) unless the approval of more than a majority of the Manager(s) is expressly required pursuant to this Operating Agreement or the Act. The Manager(s) shall, in their sole discretion, have full power in the day-to-day management of the business and affairs of the Company, in the ordinary course of carrying out its businesses, including the following: ( a) To establish and maintain one or more bank accounts in the name of the Company, in such banks as may be chosen by the Manager(s), and to deposit in said accounts and withdraw therefrom, monies received by or on behalf of the limited liability company; (b) To sell, without notice, at public or private sale, and to convey, mortgage, refinance, lease for any term, pledge, partition, appraise, apportion, divide in kind, borrow on, hypothecate or give options for any and all of the property of the Company, whether realty or personalty, upon such terms and conditions as the Manager(s) may deem to be in the best interests of the Members and in so doing to execute all necessary deeds, mortgages or other instruments; ( c) On behalf of the Company, to purchase, acquire, own, lease, develop, manage and operate, either directly or indirectly, improved or unimproved real estate and personal property, tangible or intangible ( or any interest or interests therein) and to carry on all activities related thereto and to invest and reinvest any properties, funds or monies ofthe Company, in such property, real or personal, as may be consistent with the purposes of the Company; ( d) To borrow money for any purpose in connection with the operation of the businesses of the Company, and to mortgage, grant a security interest in, encumber, pledge or hypothecate all or any part of the property of the Company, as security therefor; -IO - (e) To acquire, utilize for the purposes of the Company, and operate, improve and develop any property of the Company; (f) To improve or develop real estate, to construct, alter, demolish or repair buildings, structures or other improvements on real estate; to enter into construction contracts for the improvement or development of real estate and the construction, alteration, demolition or repair of buildings, structures or other improvements on real estate; to settle boundary lines and easements and other rights with respect to real estate; and to partition and to join co-owners and others dealing with real estate in any way; (g) To retain, without liability, any property in the form it is received without regard to its productivity or the proportion that any one asset or class of assets may bear to the whole; (h) To register or take title to assets of the Company, in its name or in the name of a nominee, with or without disclosing the identity of the principal or agent; or permit securities to be registered in "street name" under a custodial arrangement with an established securities brokerage firm, trust department, or other custodian; (i) To enter into contracts and business undertakings to further the Company purposes and to execute and accept any instrument, conveyance, or agreement incident to the limited liability company's business or property without any Member's joinder, ratification, or consent, and to perform the limited liability company's obligations, and exercise all the limited liability company's rights, under any agreement to which the Company or its nominee is a party; G) To acquire and determine amounts of insurance coverages required by the purposes, property, or businesses of the Company; (k) To open and maintain bank and investment accounts and arrangements, draw checks and other orders for paying money, and designate individuals with authority to sign or give instructions with respect to those accounts and arrangements; (1) To maintain the properties of the Company in good order; (m) To pay from the funds of the Company, such assessments, expenses or sums of money as the Manager( s) deems expedient in respect of any property of the Company, and pay other debts, obligations and expenses of the Company; (n) To employ such agents, accountants, attorneys and counsel as may be reasonably necessary or desirable in the operation of the businesses of the Company, and to pay them from funds of the Company, reasonable compensation therefor; (o) To compromise, settle or arbitrate any claims in favor of or against the Company, and collect sums due the Company; (p) To vote, in person or by proxy, any stock held by the Company, and to exercise any and all rights of stockholders, bondholders and security holders, with respect to any stocks, bonds or other securities, including the exercise of subscription rights and conversion privileges, and to participate in voting trusts with other stockholders and in consolidation, merger, reorganization or financial readjustment of any corporation or corporations, including the exchange of stock and securities in connection therewith; (q) To carry out the purposes of the Company, through other partnerships, corporations, limited liability companies, or other entities, and to act on the Company's behalf in its capacity as a partner, limited partner or member in any partnership, limited partnership, or limited liability company, including in the Manager(s)' sole discretion granting or withholding the consent or approval of the Company on any matter requiring such consent or approval; (r) To execute all deeds, contracts, bonds and other instruments on behalf of the Company, and necessary to effect any of the foregoing; and (s) To do any and all other acts and things necessary or desirable for the proper management and conduct of the businesses of the Company in the ordinary course of business; provided, however, notwithstanding the foregoing, the dissolution and winding up of the Company, the sale, exchange, lease, mortgage, pledge or other transfer of all or substantially all of the assets of the Company, the changing of the nature of the business of the Company or the merger or consolidation of the Company shall require the affirmative Majority Vote of the Members of the Company. SECTION 11. The Manager(s) shall perform their managerial duties in good faith, in a manner they reasonably believe to be in the best interests of the Company, and with such care -12 - as an ordinarily prudent person in a like position would use under similar circumstances. A Manager who so performs the duties of Manager shall not have any liability by reason of being or having been a Manager of the Company. A Manager does not, in any way, guarantee the return of the Members' capita] contributions or a profit for the Members from the operations of the Company. A Manager shall not be liable to the Company or to any Member for any loss or damage sustained by the Company or any Member, unless the loss or damage sha11 have been the result of fraud, deceit, gross negligence, willful misconduct, or a wrongful taking by the Manager. SECTION 12. The Manager(s) shall not be required to manage the Company as their sole and exclusive function and they may have other business interests and may engage in other activities in addition to and competitive with those relating to the Company. Neither the Company nor any Member shall have any right, by virtue of this Operating Agreement, to share or participate in such other investments or activities of the Manager( s) or in the income or proceeds derived therefrom. The Manager(s) shall incur no liability to the Company or to any of the Members as a result of engaging in any other business or venture. SECTION 13. To the maximum extent permitted under the Act, the Company shall indemnify the Manager(s) and make advances for expenses. The Company shall indemnify its employees who are not Manager(s) to the fullest extent permitted by law, provided that the indemnification in any given situation is approved by a Majority Vote of the Members. SECTION 14. Any Manager of the Company may resign at any time by giving written notice to the Members of the Company. The resignation of any Manager shall take effect upon receipt of that notice or at such later time as shall be specified in the notice; and, unless othenvise specified in the notice, the acceptance of the resignation shall not be necessary to make it effective. The resignation of a Manager who is also a Member shall not affect the Manager's rights as a Member and shall not constitute the withdrawal of a Member. SECTION 15. The salaries and other compensation of the Manager(s) shall be fixed from time to time by an affirmative Majority Vote of the Members, and no Manager shall be prevented from receiving that salary because the Manager is also a Member of the Company. ARTICLE VII Capital Contributions SECTION 1. As such Member's initial capital contribution, each Member shall contribute to the Company such cash and/or property as is set forth opposite such Member's name on Exhibit "A" attached hereto and by reference made a part hereof. -13 - SECTION 2. No Member shall be required to make any additional contribution to the capital of the Company; provided, however, this Section 2 shaIJ not be deemed to prohibit the Members from making additional contributions to the capital of the Company if Members, by Majority Vote, consent to the same and in the event that the Members consent to have an additional contribution to the capital of the Company, each Member shall have the opportunity, but not the obligation, to participate in such additional capital contribution in proportion to such Member's Percentage Interest in the Company as it relates to the total of all Members' Percentage Interests in the Company who are participating. ARTICLE VIII Capital Accounts SECTION 1. On the books and records of the Company, there shalJ be established and maintained a separate Capital Account for each Member. A Member's Capital Account shall be increased by: (a) The amount of money contributed by the Member to the Company, whether initially or by additional contribution to capital; and (b) The fair market value of property contributed by the Member to the Company (after deduction of liabilities); and . ( c) The Member's share of net profits of the Company; and ( d) Allocations to the Member of income described in Code Section 705(a)(I)(B). Each Member's Capital Account shall be decreased by: (a) The amount of money distributed by the Company to the Member; and (b) The fair market value of property distributed to the Member by the Company (after deduction of liabilities against such properties); and ( c) The Member's share of Company loss and deduction; and ( d) Allocations to the Member of expenses described in Code Section 705(a)(2)(B). -14- The Capital Accounts of the Members are intended to be established and maintained in accordance with the requirements of Section 704(b) of the Code and the Treasury Regulations issued and promulgated thereunder. If it is the opinion of the accountants of the Company that it is necessary to modify the manner in which the Capital Accounts of the Members are to be handled in order to comply with Section 704(b) of the Code and related Treasury Regulations, then notwithstanding anything set forth in this Section 1, the methodology shall be so modified; provided, however, no such modification of the methodology of maintaining Capital Accounts hereunder shall materially change the economic agreement and attangements between and among the Members. SECTION 2. If a transfer of a Membership Interest is permitted, the transferee shall succeed to the Capital Account of the transferor to the extent it relates to the transferred Membership Interest. If any such transfer is not all of the transferor's interest, then the transferor's Capital Account balance shall be deemed to have been transferred pro rata in proportion to that part of the interest transferred. ARTICLE IX Allocations and Distributions SECTION 1. The net profits or net losses of the Company for each taxable year shall be allocated to the initial Member as follows: Great Plains Manufacturing, Incorporated (the "Percentage Interests"). 100% SECTION 2. Except as otherwise provided herein, all distributions of cash or other property shall be made at such time and from time to time as may be specified by a Majority Vote of Members. Distributions shall be made to Members in proportion to Percentage Interests unless otherwise mutually agreed upon by all Members. SECTION 3. For purposes of determining to whom distributions are to be made, the date on which the resolution declaring the distribution is adopted shall be the record date for making such determination. SECTION 4. No distribution shall be declared and paid unless after the distribution is completed, the assets of the Company are in excess of all liabilities of the Company, exclusive ofliabilities to Members. -15 - SECTION 5. The profits and losses of the Company shall be determined in accordance with accounting principles applied on a consistent basis using the cash method of accounting. SECTION 6. No Member shall be entitled to interest with respect to capital contributions or to the return of his or her capital contributions, except as otheiwise provided in this Operating Agreement. SECTION 7. This Operating Agreement shall not be construed to prevent any Member from making secured or unsecured loans to the Company if such loans are agreed to by the Company by Majority Vote of the Members. SECTION 8. The accounting period of the Company shall be the calendar year. ARTICLEX Transfers of Membership Interests SECTION I. In addition to the other requirements of this Article X concerning the transfer of a Member's Interest in the Company, as a condition to recognizing the effectiveness of any sale or gift and the substitution of a new Member, the remaining Members may require the transferring Member and the proposed transferee to execute, acknowledge and deliver to the Company such instruments of transfer, assignment and assumption and such other certificates, representations and documents, and to perform all other acts that the remaining Members may deem necessary or desirable to confinn that the transferee has accepted, assumed and agreed to be subject and bound by a11 of the terms, obligations and conditions of this Operating Agreement, as amended, to cause the Company to remain lawfully organized and qualified in each jurisdiction in which the Company is organized, qualified or doing business, to maintain the status of the Company as a partnership for federal and state income tax purposes, or to assure compliance with all applicable laws and regulations, including but not limited to those relating to partnership taxation and laws and regulations relating to securities. SECTION 2. Notwithstanding a provision in this Operating Agreement to the contrary, no Member may sell, transfer or assign, in whole or in part, such Member's Interest in the Company if such transfer or assignment would cause a termination of the Company as a partnership for federal or state income tax purposes, nor shall any Member sell, assign or otheiwise transfer such Member's Interest in the Company, in whole or in part, unless the interests are registered under the Securities Act of 1933 and any applicable state securities laws, or unless the remaining Members detennine that the interest may be transferred in reliance on an exemption from such registration requirements. It is the understanding of each -16 - Member that the Company has no obligation or intention to register the interests in the Company for resale under any federal or state securities laws or to take any action (including the filing ofreports or the publication of information required by any rules promulgated by the Securities and Exchange Commission, under the Securities Act of 1933 or under any state securities law) which would make available an exemption from the registration requirements of such laws. If desired, the remaining Members may require that the transferring Member obtain, at the expense of the transferring Member, an opinion of counsel acceptab]e to the Company to the effect that the proposed transfer will not cause a termination of the Company as a partnership for federal or state income tax purposes, and an opinion of counsel acceptable to the Company to the effect that the proposed transfer would not cause the Company or any of the Members to be in violation of any federal or state securities laws or regulations, which opinions of counsel shall be obtained at the sole expense of the transferring Member unless otherwise agreed by all of the Members. ARTICLE XI Dissolution SECTION I. The Company shall be dissolved upon occurrence of any of the following events: (a) When the period fixed for the duration of the Company as set forth in Section 1 of Article II hereof expires; (b) By a Majority Vote of the Members; ( c) Occurrence of any other event which gives rise to dissolution under the Act. SECTION 2. In connection with such dissolution, the business and affairs of the Company shall be wound up, but its separate existence shall continue until a Certificate of Dissolution has been issued by the Kansas Secretary of State or until a decree dissolving the Company has been entered by a court of competent jurisdiction. SECTION 3. The Company shall: (a) Proceed to collect its assets; (b) Convey and dispose of such of its properties as are not to be distributed in kind to its Members; -17 - ( c) Pay, satisfy or discharge its liabilities and obligations or make adequate provisions for the payment or discharge thereof; and ( d) Do all other acts required to liquidate its business and affairs. SECTION 4. After paying or discharging all of its ob]igations or making adequate provision for payment or discharge thereof, the Company shall distribute the remainder of its assets, either in cash or in kind, among the Members according to their respective rights and interests, as follows: (a) If the assets of the Company are to be distributed in kind, such assets shall be distributed at their net fair market values in such proportions and manner as may be agreed upon by all of the Members. In each such case, those assets shal1 be deemed to have been sold as of the date of dissolution for their respective fair market values, and the capital accounts of the Members shalJ be adjusted pursuant to the provisions of this Operating Agreement to reflect such hypothetical sale. (b) The positive Capital Account balance, if any, of each Member shall be distributed to such Member, either in cash or in kind, as determined by mutual agreement of the Members, with any assets being distributed in kind being valued for purposes of distribution at their respective fair market values. ( c) Any excess shall be distributed to the Members in accordance with their Percentage Interests. If a Member has a deficit or negative capital account balance, after taking into effect all transactions, allocations and adjustments for aU taxable years, including the year during which such liquidation occurs, the Member sha11 have the obligation to make a supplemental capital contribution to replenish such deficit or negative capital account balance, and such negative capital account balance sha11 be considered a debt owed by the Member to the Company. After winding up, liquidating and distributing the assets of the Company as aforesaid, the Company shall be terminated and appropriate representatives of the Company; including the Members, shall comply with all applicable requirements of applicable laws pertaining to the winding up of the Company's business and affairs and the final distribution of its assets. SECTION 5. When all debts, liabilities, and obligations of the Company have been paid or discharged, or adequate provision has been made therefor, and all of the remaining property and assets of the Company have been distributed to the Members, a Certificate of Dissolution shall be prepared in accordance with the Act and filed with the Kansas Secretary of State's office in accordance with the Act. -18 - SECTION 6. Unless otherwise expressly provided by law or in this Operating Agreement, each Member, upon dissolution, shall look only to the assets of the Company for the return of such Member's capital. If, after payment of the debts and Jiabilities of the Company, the net assets of the Company then remaining are insufficient to return the capital of a Member, such Member shall have no recourse against any other Members. ARTICLE XII Books of Account and Records SECTION I. Accurate and complete books and records shall be kept by the Company which shall reflect accurately all transactions and other matters relating to the Company's businesses in a manner customary and usual for businesses ofsimilartype. Such books and records shall be maintained at the principal offices of the Company and shall be available to all Members for reasonable inspection and examination by Members and their representatives during reasonable business hours. SECTION 2. The Company shall keep at its principal place of business the following records: (a) A listing of the names and last known residences and mailing addresses of each Member. (b) An executed copy of the Articles of Organization of the Company, as amended; ( c) An executed copy of this Operating Agreement, as it may from time to time be amended; ( d) Copies of the federal, state, and local income tax returns and reports, if any, of the Company for its last six taxable years; { e) Copies of any financial statements of the Company for its three most recent years; and (f) A minute book containing minutes of every annual meeting of the Members, every special meeting of the Members, annual, regular and special meetings of Managers, and any written consents signed by Members or Managers for actions taken without a meeting. -19 - ARTICLE XIII Investment Representations SECTION 1. The Members signing this Operating Agreement and any person who subsequently becomes a Member of the Company, acknowledge that they understand: (a) That Membership Interests in the Company have not been registered under the Securities Act of 1933, or any state securities laws, as the Company is issuing and will issue Membership Interests in reliance upon exemptions from registration requirements of such laws providing for issuance of securities not involving a public offering; (b) That the Company has and is relying on the fact that each Member is and will acquire the interest in the Company to be held for investment; and (c) That if an interest in the Company is acquired by a Member with a view to distribution, such exemptions from registration under applicable securities laws would not be available. SECTION 2. Each Member signing this Operating Agreement and each subsequent Member of the Company, by becoming a Member, hereby represents, warrants and agrees that: (a) Such Member is acquiring an interest in the Company for such Member's own account, for investment and not with a view to resale or distribution; (b) Such Member will not sell, transfer, or offer for sale any interest in the Company unless there is an effective registration or other qualification relating thereto under the Securities Act of 1933 and all applicable state securities laws or unless such Member delivers to the Company, an opinion of counsel, satisfactory to the Company, to the effect that registration or other qualification is not required in connection with such transfer, offer, or sale, insofar as the Securities Act of 1933 and applicable state securities laws are concerned; provided, however, this requirement maybe waived by Majority Vote of the Members; ( c) Such Member understands that the Company is under no obligation to register Membership Interests or to assist any Member in complying with any exemption from registration under applicable securities Jaws if such Member desires in the future to dispose of an interest in the Company; -20- ( d) Such Member has had made available to him by the Company all information necessary for such Member to make an informed decision in connection with the acquisition of an interest in the Company as a Member and has been supplied with such information as such Member deems necessary and has made such investigations as such Member deems necessary; ( e) Such Member understands that such Member must bear the economic risk of an investment in the Company for an indefinite period of time because Company interests are not registered under applicable securities laws and may not be resold unless subsequently registered or unless an exemption from such registration is available; that no representations or warranties have been made by the Company or any Company representative and such Member is relying upon such Member's own independent investigation of information; that if and to the extent required by applicable securities laws, such Member has consulted with representatives such as attorneys, ac:countants and others who have analyzed this Operating Agreement and related documents and instruments on such Member's behalf; and that such Member has made other investments of similar nature, and, by reason of the Member's business and financial experience and the business and financial experience of those persons such Member has retained to advise him or her with respect to an investment in the Company, such Member has acquired a capacity to evaluate the merits and risks of an investment in the Company. ARTICLE XIV Miscellaneous Provisions SECTION 1. Any notice, demand or communication required or permitted to be given by any provision of this Operating Agreement shall be deemed to have been sufficiently given or served for all putposes if delivered persona11y to the party or to an official representative of the party to whom the same is directed, or if sent by registered or certified mail, postage prepaid, addressed to the last known address of the party to whotn such notice is to be served as set forth in the records of the Company. Unless otherwise specifically provided in this Operating Agreement or the Act, any such notice shall be deemed to have been given three (3) business days after the date on which the same was deposited in the United States mail, addressed as set forth herein. SECTION 2. Each Member irrevocably waives any rights that such Member may have to maintain any action for partition with respect to any property of the Company. -21- SECTION 3. This Operating Agreement shall be governed and construed in accordance with the laws of the State of Kansas, including but not limited to the Kansas Revised Limited Liability Company Act. SECTION 4. Each Member, including each future Member, hereby agrees to execute such other and further statements, powers of attorney, instruments and documents necessary for the Company to comply with any applicable laws, rules, or regulations or to perform on behalf of such Member as required by this Operating Agreement. SECTION 5. Headings in this Operating Agreement and other titles and captions used in this Operating Agreement are for convenience only and shall not be considered in construing or interpreting any provisions of this Operating Agreement. SECTION 6. No waiver of any breach of any covenant or agreement herein contained shall operate as a waiver of any subsequent breach of the same covenant or agreement or as a waiver of any breach of any other covenant or agreement and in the case of a failure of any party to insist on strict performance of any covenant or condition of this Operating Agreement, such failure sha]l not prevent the offended party from its right to exercise any of its rights and remedies provided for herein with respect to any such default or defaults occurring subsequently. SECTION 7. The rights and remedies provided in this Operating Agreement are cumulative and the use of any one right or remedy by any party shall not preclude or waive the right to use any or all other remedies, and the rights and remedies set forth herein are given in addition to any other rights the parties may have under applicable laws, rules and regulations. SECTION 8. If any provision of this Operating Agreement shall be unenforceable to any extent, the remainder of this Operating Agreement and its application shall not be adversely affected thereby and such remainder shall be enforceable to the maximum permitted by law. SECTION 9. No provision of this Operating Agreement shall be construed to be for the benefit of or enforceable by any creditor of the Company. SECTION l 0. This Operating Agreement and its tenns and provisions shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, legal representatives, successors and assigns, to the extent pennitted by the foregoing provisions of this Operating Agreement; provided, however, the provisions of this Section IO shall not be deemed or construed to authorize any transfer (whether by gift or sale) or assignment not otherwise allowed under the foregoing provisions of this Operating Agreement. -22 - SECTION 11. This Operating Agreement may be executed in counterparts, each of which shall be deemed an original although all of which shall constitute one and the same instrument, when at least one copy of this Operating Agreement has been signed by each of the undersigned Members. SECTION 12. The undersigned intend that the rule against perpetuities and any similar rules of law shall not apply to the provisions of this Operating Agreement; provided, however, notwithstanding anything to the contrary set forth herein, if any provision of this Operating Agreement would be invalid or unenforceable because of the rule against perpetuities or any similar rule of law but for this Section 12, the undersigned,hereby agree that any future interest which is created pursuant to said provisions shall cease if it is not vested within twenty-one (21) years after the death of the survivor of a group consisting of the undersigned initial Members of the Company and their issue who are living on the date of this Operating Agreement. SECTION 13. Roy E. Applequist is hereby designated as the "Tax Matters Partner", as such term is defined in the Code. The Tax Matters Partner shall cause the preparation and timely filing of all tax returns required to be filed by the Company pursuant to the Code and all other tax returns deemed necessary and required in each jurisdiction in which the Company does business. All elections permitted to be made by the Company under federal and state laws shalJ be made by the Tax Matters Partner, in the Tax Matters Partner's sole discretion, provided that the Tax Matters Partner shall make any election requested by a Majority Vote of the Members. ARTICLE XV Amendments SECTION 1. Except to the extent otherwise provided in the Articles of Organization of the Company, this Operating Agreement and any of the provisions hereof may be amended only by a Majority Vote of the Members. -23 - The undersigned hereby agrees, acknowledges and certifies that the foregoing Operating Agreement constitutes the Operating Agreement of GPM No. 2, LLC, as adopted by the initial Member of the Company effective as of the date on which the Articles of Organization of the Company were filed with the Kansas Secretary of State• s office. MEMBER: GREAT PLAINS MANUFACTURJNG, INCORPORATED, a Kansas corporation -24- THE NAME AND ADDRESS OF THE INITIAL MEMBER OF GPM NO. 2, LLC AND THE INITIAL PERCENTAGE INTEREST AND INITIAL CAPITAL CONTRIBUTIONS ARE AS FOLLOWS: Member Great Plains Manufacturing, Incorporated 1525 E. North Street Salina, Kansas 67401 Initial Percentage Interest 100% Exhibit II A II Initial Capital Contributions $60,000.00 EXHIBJTC RESOLUTION 600596.20211\CLOSING DOCUMENTS v.3 RESOLUTION BE IT RESOLVED BY THE MANAGERS OF GPM NO. 2, LLC, A KANSAS LIMITED LIABILITY COMP ANY, that the City of Salina, Kansas (the "Issuer") shall issue its Taxable Industrial Revenue Bonds, Series 2021 (Great Plains Project) in the aggregate principal amount not to exceed $20,000,000 (the "Bonds") for the purpose of paying the costs of the acquisition, renovation and equipping of a commercial facility (the "Project"); and further BE IT RESOLVED that the Bonds shall be issued pursuant to a Trust Indenture between the Issuer and BOKF, N.A. (the "Trustee"); and further BE IT RESOLVED, that this company shall execute, enter into and perform a certain Site Lease (the "Site Lease"), between the Issuer, as lessee, and this company, as lessor, whereby upon the terms specified therein, this company shall lease to the Issuer the real property upon which the Project shall be constructed and installed; and further, BE IT RESOLVED that this company shall execute, enter into and perform a certain Project Lease (the "Project Lease") between Issuer, as lessor, and this company, as lessee, whereby upon the terms specified therein, this company shall lease the Project from the Issuer; and further, BE IT RESOLVED, that this company shall execute, enter into and perform a certain Bond Purchase Agreement (the "Bond Purchase Agreement") between this company, the Issuer and GPM No. 2, LLC, Salina, Kansas, as Purchaser, relating to the sale and purchase of the Bonds; and further BE IT RESOLVED, that the Manager of this company be and is hereby authorized and directed to execute and deliver the Site Lease, the Project Lease and the Bond Purchase Agreement (the "Transaction Documents") for and on behalf and as the act and deed of this company; and further BE IT RESOLVED, that the Manager of this company be and is hereby authorized and directed to execute and deliver such certificates, documents or other instruments of conveyance, notices and other papers as may be reasonably necessary in connection with the Transaction Documents and with the issuance by the Issuer of the Bonds; and further BE IT RESOLVED, that the Manager of this company and all of the employees and agents of the company, be and they are hereby authorized and directed to perform all such other acts and do such other things as may be reasonably required in connection with the Transaction Documents and the issuance of the Bonds, for and on behalf and as the act and deed of this company. [Remainder of Page Intentionally Left Blank] 600596.20211 \CLOSING DOCUMENTS v.3 CERTIFICATE I, the undersigned manager of GPM No. 2, LLC, hereby certify that the foregoing Resolutions are hereby lawfully adopted by the managers of GPM No. 2, LLC and the same are presently in full force and effect as of the g th day of tloitan ber , 2021. 600596.20211\CLOSING DOCUMENTS v.3 GPM NO. 2, LLC By: 1 ~,L i 2efbn Na~nda LSalem Title: Manager Sources of Funds: Principal Amount of the Bonds Total Uses of Funds: EXHIBITD SOURCES AND USES OF FUNDS Acquisition of Land and Building Renovation Costs Total 600596.20211 \CLOSING DOCUMENTS v .3 $20,000,000.00 $20,000,000.00 $20,000,000.00 RXHIBITE CERTIFICATE OF GOOD STANDING 600596.20211\CLOSING DOCUMENTS v.3 11/11/21, 11:17 AM https://www.kansas.gov/bess/flow/main;jsessionid=BDF59267C 14 7125E30D7220B3355E2DE.aptcs03-inst1 ?execution=e1 s9 STATE OF KANSAS OFFICE OF SECRETARY OF STATE SCOTT SCHWAB I, SCOTT SCHWAB, Secretary of State of the state of Kansas, do hereby certify, that according to the records of this office. Business Entity ID Number: 4129474 Entity Name: GPM NO. 2, LLC Entity Type: KANSAS LTD LIABILITY COMPANY State of Organization: KS was filed in this office on October 18, 2007, and is in good standing, having fully complied with all requirements of this office. No information is available from this office regarding the financial condition, business activity or practices of this entity. In testimony whereof! execute this certificate and affix the seal of the Secretary of State of the state of Kansas on this day ofNovember 11, 2021 SCOTT SCHWAB SECRETARY OF STATE Certificate ID: 1197190 -To verify the.validity of this certificate please visit httns://www.kansas.gov/bess/flow/validate and enter the certificate ID number. https://www.kansas.gov/bess/flow/main ;jsessionid=BDF59267C 14 7125E30D7220B3-355E2D E.aptcs03-inst1 ?execution=e1 s9 1/1 ACORD® CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY) ~ 9/1/2022 11/16/2021 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITl'ONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER LOCKTON COMPANIES CONTACT NAME: 2100 ROSS AVENUE, SUITE 1400 PHONE I r.o~ Nol: IA_,.. II.IA C wll• DALLAS TX 75201 E-MAIL 214-969-6700 ADDRESS: INSURER(Sl AFFORDING COVERAGE NAlC# INSURER A: Somoo America Insurance Comoanv 11126 INSURED Great Plains Manufacturing Inc. INSURER e : Sompo America Fire & Marine Insurance Company 38997 1478920 1525 East North Street INSURERC: Salina KS 67402 INSURERD: INSURERE: INSURERF: COVERAGES CERTIFICATE NUMBER: 16838448 REVISION NUMBER: xxxxxxx THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POUCYEFF POLICY EXP LTR 1,.,on ·W\m POLICY NUMBER IMM/DD/YYYYI IMM/DD/YYYYI LIMITS A ~ COMMERCIAL GENERAL LIABILITY y N GDL40061J0 9/1/2021 9/1/2022 EACH OCCURRENCE s 1 000.000 =i CLAIMS-MADE [i] OCCUR DAMAGE Tu_,,.,,,. ,cu $ 1000000 -PREMISES IEa occurrence\ -MED EXP (Any one person) $ 5 000 PERSONAL & ADV INJURY $ 1 000.000 I-- GEN'LAGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE s 2 000.000 9 □PRO-□LDC PRODUCTS -COMP/OP AGG $ xxxxxxx POLICY JECT OTHER: $ A AUTOMOBILE LIABILITY N N AAL30010578500 9/1/2021 9/1/2022 ~~~:~~~llNGLE LIMIT $ 1 000.000 -.x. ANY AUTO BODILY INJURY (Per person) $ xxxxxxx OWNED -SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ xxxxxxx -HIRED ~ NON-OWNED fte?~~le':it~AMAGE AUTOS ONLY -AUTOS ONLY s xxxxxxx - $ xxxxxxx A .x.. UMBRELLA LIAB PY OCCUR N N CPU40987J0 9/1/2021 9/1/2022 EACH OCCURRENCE s 10 000 000 EXCESSLIAB CLAIMS-MADE AGGREGATE $ 10 000 000 OED I X I RETENTION s 10.000 $ xxxxxxx WORKERS COMPENSATION N JCD40095R0 ~S) 9/1/2021 9/1/2022 X I ~ffTuTE I I OTH-B AND EMPLOYERS' LIABILITY ER B YIN JCR40005F0 ( ) 9/1/2021 9/1/2022 ANY PROPRIETOR/PARTNER/EXECUTIVE lli] E.L. EACH ACCIDENT $ I 000 000 OFFICER/MEMBER EXCLUDED? NIA (Mandatory in NH) E.L. DISEASE -EA EMPLOYEE $ 1000000 ~~s'M~ti~~ ~nl~PERATIONS below E.L. DISEASE -POLICY LIMIT $ 1000000 DESCRIPTION DF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space Is required) nns CERTIFJCAIE SUPERSEDES ALL PREVIOUSLY ISSUED CERTIFICATES FOR TIIIS HOLDER, APPLICABLE TO THE CARRIERS LISTED AND Tiffi POU CY TERM(S) REFERENCED. CERTIFICATE HOLDER CANCELLATION See Attachment 16838448 BOKFN.A. SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 2405 Grand Blvd., Ste 840 THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Kansas City MO 64108 ACCORDANCE WITH THE POLICY PROVISIONS. I AUTHORIZED REPRESENT% ~ -~t(' -?cub~ © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD Attachment Code: D578281 Certificate ID: 16838448 POLICY NUMBER: GDL40061J0 COMMERCIAL GENERAL LIABILITY CG 20 26 0413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): ONLY THOSE PERSONS OR ORGANIZATIONS WHERE REQUIRED BY WRITTEN CONTRACT Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II -Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: 1. In the performance of your ongoing operations; or 2. In connection with your premises owned by or rented to you. However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, the following is added to Section Ill -Umits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declaration CG 20 26 0413 Insurance Services Office, Inc., 2012 Page 1 of 1 OWN ER'S POLICY OF TITLE INSURANCE Polley Issuer: LAND TITLE SERVICES, INC. 136 N. 7TH STREET SAUNA, KS 67402-0922 PHONE: (785) 823-7223 PolicyNurnber OX-13831813 File Number: Tl20-20683 Issued by Old Republic National Title Insurance Company Any notice of claim and any other notice or statement in writing required to be given to the Company under this Policy must be given to the Company at the address shown in Section 18 of the Conditions. COVERED RISKS SUBJECT TO THE EXCLUSIONS FROM COVERAGE. THE EXCEPTIONS FROM COVERAGE CONTAINED IN SCHEDULE B. AND THE CONDITIONS, OLD REPUBLIC NATIONAL TITLE INSURANCE COMPANY. a Florida corporation (the "Company") insures, as of Date of Policy and, to the extent stated in Covered Risks 9 and 10. after Date of Policy, against loss or damage, not exceeding the Amount of Insurance, sustained or incurred by the Insured by reason of: 1. Title being vested other than as stated in Schedule A. 2. Any defect in or lien or encumbrance on the Title. This Covered Risk includes but is not limited to insurance against loss from: (a} A defect in the Title caused by (i) forgery, fraud, undue influence. duress, incompetency, incapacity, or impersonation; (ii) failure of any person or Entity to have authorized a transfer or conveyance; liiil a document affecting Title not properly created. executed, witnessed. sealed. acknowledged, notarized, or delivered; (iv) failure to perform those acts necessary to create a document by electronic means authorized by law; Ma document executed under a falsified, expired. or otherwise invalid power of attorney; (vi) a document not properly filed. recorded, or indexed in the Public Records including failure to perform those acts by electronic means authorized by law; or (vii) a defective judicial or administrative proceeding. (bl ,he lien of real estate taxes or assessments imposed on the Title by a governmental authority due or payable, but unpaid. (cl Any encroachment. encumbrance. violation. variation. or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land survey of the land. The term "encroachment" includes encroachments of existing improvements located on the land onto adjoining land, and encroachments onto the Land of existing improvements located on adjoining land. 3. Unmarketable Title. 4. No right of access to and from the Land. 5. The violation or enforcement of any law, ordinance. permit or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to (a) the occupancy. use, or enjoyment of the Land: (b) the character, dimensions, or location of any improvement erected on the land; (c) the subdivision of land; or (di environmental protection if a notice, describing any part of the Land, is recorded in the Public Records setting forth the violation or intention to enforce. but only to the extent of the violation or enforcement referred to in that notice. Countersigned: 74o/ #,~ ~/ / ~~ _,/ .., / ,, ~7?,,/ Authorized Officer or Licensed Agent ORT Fann 4309 Al.TA Owners Policy 01Ti1le Insurance ll-17-06 OLD REPUBLIC NATIONAL TtTI.E INSURANCE COMPANY A Stock Company 400 Second Avenue South, Minneapolis. Minnesota 55401 (612/371-1111 By President Attest Secretary Name and Address of Title Insurance Company: File No,: Tl20-20683 Address Reference: 3861 S. 91h St Salina, KS 67401 Amount of Insurance: $6,200,000.00 Date of Policy: August2,2021 al 11:04AM 1. Name of Insured: GPM No. 2, LLC SCHEDULE A Old Republic litle Insurance Co S. Central Div. 11960 Westline Industrial Dr, Suite 230 St Louis, MO 63146 Policy No.: OX 13831813 Premium: $12,680.00 2. The estate or interest in the Land that is insured by this policy is: FeeSimple 3. liUe is vested in; GPM No. 2, LLC 4. The Land referred to in this policy is described as follows: SEE EXHIBIT AATTACHED HERETO ORT Fcrm4309A ScheduleA for AL TA OMier's PolicyofTtle hsurance 6-17-06 (Tl20-20683.PFQITl20-206831.39) SCHEDULEB File No.: Tl20-20683 Policy No.: OX 13831813 EXCEPTIONS FROM COVERAGE This policy does not insure against loss or damage, and the Company will not pay oos1s, attorneys' fees, or expenses that arise by reason of: 1. Any defed, lien, encumbranoe, adverse daim, or other matter 1hat appears for the first time in the Public Reoords or is aeated, attad1es, or is disdosed between the Commitment Date and the date on whim all of the Schedule B, Part I-Requirements are met 2. Arr/ lien, or right to lien, for services, labor, or material heretofa"e or hereafter furnished, imposed by law and not shown by Public Reoords 3. Any encroachment, enrumbrance, violation, variation or adverse drwmstanoes affecting Tide that would be disdosed by an aocurate and oomplete survey of the Land or that oould be ascertained by an inspedion of the Land. 4. Easements, or daims of easements, notsroNn by the Public Reoor'ds. 5. Right or daims of parties in possession not shown by the Public Reoords. 6. Taxes or speda assessments, if any, not shcM'n as existing liens by the Putfo Reoords. 7. The lien of the General Taxes for the year 2021, and thereafter. 8. General Taxes for all of the year 2021 and all subsequent years and all special assessments due and payable there.vith. 9. Grant of Right of Way in favor of Every Kansas Central, Inc reoorded in Satine County Register of Deeds Book 1363, page 647. Odober 29, 2019 10. Grant of Right of Way in favor of Western Resources, Inc., reoorded in Saline County Register of Deeds Book 165, page 645.April 22, 1997 11. In the matter of the Authorized Point of Diversion and Certific;;ite of Appropriation for Beneficial use of Water rerorded in Saline County Register of Deeds Book 164, page 183. September 19, 1996 12. Easement for Electric Facilities and Appurtenances in favor of Western Resources, Inc., reoord in Saline County Register of Deeds Book 158, page 624. Odober 6, 1994 13. Approval of Application and permit to proceed for a permit to appropriate water beneficial use reoordecl in Saline County RegisterofDeedsBook 154, page 408. February 12, 1993 14. Corpaation Easement in favor of Southwestern Bell Telephone Company reoorded in Saline County Register of Deeds Book 142, page 924. September 8, 1988 15. Corporation Easement in favor of Southwestern Bell Telephone Company rerorded in Saline County Register of Deeds Book 138, page 949. February 4, 1987 16. Grant of Right of Way In favor of The Kansas PO'Ner and Light Company reoorded in Saline County Register of Deeds Book 88, page 365. January 30, 1967 17. Grant of Easement for Right of Way in favor d County of Saine, State of Kaisas reoorded in Saline COUlty Register of Deeds Book 86, page 333.April 12, 1965 18. Grant of Right of Way in favor of The Kansas PO'Ner and light Company reoorded in Saline County Register of Deeds Book 85, page 499. December 28, 1965 ORTForrn4309B Schedule B for AL TAOwnefs Policy ofiHle nsurance 6"17o06 (Tl20-20683.PFD'Tl20-20683/39) SCHEDULES (Continued) File No.: Tl20-20683 Policy No.: OX 13831813 19. Grant of Right-of-Way in favor of The Kansas Power and Light Company reoorded In Saline County Register d Deeds Book 59, page 429. June 23, 1953 20. Grant of Right of Way infavorofThe Kansas Power and Light Company reoorded in Saline Courey Register of Deeds Book 30, page 121. October 13, 1942 21. Grant of Right of Way in favor of The Kansas Power and Light Company reoordecl in Saline County Register of Deeds Book 30, page 120. October 13, 1942 22. Saline County District Court Case 14354 entided in 1he matter of Condemnation of Land for State Highway purposes reoorded in Saline County Register of Deeds Book 17, page 64. June 11, 1935 23. Deed restriction asset out in Warranty Deedreoorded December 2, 1943 in Saline Coon¥ Register of Deeds Book 136, page219 24. 1) Potential Ena-oadlments a) overhead Utility lines appears to be outside of an easement onto the surveyed parcel (as shown on sheet 9 of survey) b) Undergound television line appears to be outside of an easement onto lhe surveyed parcel (as shoNn on sheets 3 & 4 of survey) 25. Temporary Gra,t of Right of Way reoorded Oeoomber 1, 2020 in Saline Counfy Register of Deeds Book 1384, page 440 26. Note: Policy issued in aax>rdanoe wilh this oommitment will not insure aaeage quantity as shown in legal desaiption on Exhibit A. 27. Certificate of Environmental Liability Release (CELR) reoorded by The Kansas Department of Health and Environment (KOHE)August 2, 2021 in Saline County Register of Deeds Book 1398, pages 334-337. ORTForm4309B Schedule B for AL TA<mier's Policy of TIiie Insurance 6'17.()6 (Tl20-20683PFM120-20683l39) EXHIBIT A-LEGAL DESCRIPTION File No.: Tl20-20683 PolicyNo.: OX 13831813 The Land referred to in this policy is desaibed as folla.ivs: Tract I: A tract of land described as the North 6Aaes of the West Half of the Northwest Quarter of Section Twelve ( 12), Township Fifteen (15) South, Range Three (3) West of the Sixth P.M., in Saline Courty, Kansas, less U.S. H ighway81 right-of-Wa/, more partirularly desaibed as folla.vs: Beginning at the intersection of the East right-of-way line of existing U.S. Highway 81 and the North line of the said Northwest. Quarter, said point being on an assumed bearing ct South 89°40'52" East, 70.3feetfrom the Northwestoomerofsaid Quarter Section; thence South 89"40'52" East along the North lineofsaidQuarterSection, 1244.52 feet to the NOl1heastcomerofthe West Half of said Quarter Section; thence South 00°00'56'' along the East line of the We& Half of said Quarter Section, 198. 78 feet thence North 89° 40'52'' West, 1244. 78 feet to the East right-ot,.way line of existing U .$. Highway 81; thence North 00°05'20'' East, along said right-of-way I ine, 198. 78 feet, more or less, to the j'.Xlint of beginning, Exaipt the existing highway right-of-way and the above described tract is further subject lo the North 24.75 feet now, and to be used for roadway purposes. Tract II: A traa of land described as the West Half of the Northwest Quarter, less the North 6Aaes, of Section Twelve (12), Ta.vnship Fifteen (15) South, Range Three (3) West of the Sixth P.M. in Saline Coun~ Kansas, less U.S. H ighway81 right-of-wa~ more parlirular1y described as folla.vs: Beginning at the intersection of the East right-of-way line existing U.S., Highway 81 and the South line of the said Nor1hwest Quarter, said point being on an assumed bearing of South 89° 43'31" East, 662 feet from the Southwest oomer of said Quarter Section; thence North 00°05'20" East along said right-of-way line, 2445.n feet; thenai South 89°40'52' East, 1244.78 feet to the point on the East line, 198.78 feet South of the NOJtheast romer of the West Half of said Quarter Sedion; thence South 00°00'56" West along the East line of the West Half of said Quarter Sedion, 2444.82 feet to the Southeast oorner of the West Half of said Quarter Section; thence North 89° 43'31 '' West, along the South line of said Quarter Section, 1247.9 feet more or less, to the point of beginning, Exoept existing highway rig,t-of-way . Tractlll: A tract of land described as the East Half of the Northwest Quarter of Section Twelve ( 12), Toonship Fifteen ( 15) South, Range Three (3) West of the Sixth P.M., in Saline County, Kansas, less Union Pacific Railroad right-of-way, more partirular1y desaibed asfollows: Beginning at the interaection of the West right-of-way line of existing Union Pacific Railroad and the North line of the said Northwest Quarter, said point being on an assumed bearing of North 89°40'52" West, 12.06 feet from the Northeast romer of said Quarter Sedion; thence South 00°02'40" West, along said right-of-way line, 2642.59 feet to a point on the South line, 12.67 feet West of the Southeast oomer of said Quarter SectiOn; thence North 89°43'31" West along said South line , 1301.43 feet to 1he Southwest oomer of the East Half if said Quarter Section; ~ North 00°00'56'' East along the West line of the East Half of said Quarter Sedion, 2643.60 feet to the Nor1hwest oomer of the East Half of said Quarter Section; thence South 89°40'52" East along the North line of said Quarter Sedion, 1302.76 feet, more or less, to the point of beginning, Exoeptthe existing Union Pacific Railroad rig,t-of-way. The above described tract is further subject to the North 24. 75 feet no.v, and to be used for roadway purposes and an easement to the Kansas Pooer and Light Company for high pressure gas line along the East line of the described tract. LESS ANO EXCEPT that portion of land oonveyed from Granter to the City of Salina, Kansas dated Mardi 20, 2003 recorded in Official Records of Saline County in Book 1039, page 1925, more partirularly described as follows: A tract of land in the Northwest Quarter of Section Twelve(12), TONnship Fifteen (15) South, Range Three (3) West of the Sixth (61h) Principal Meridian, Saline County, Kansas, more partiwlar1y desoibed as folla.vs: Commencing at the Northwest comer of ExhibltA-legal Descripion -ALTAC>Mler's Poticy ofT111e lnsuranoe 6-17-06 (Tl20-20683PFD/Tl20-20683f39) EXHIBIT A-LEGAL DESCRIPTION (Continued) File No.: Tl20-20683 Policy No.: OX 13831813 said Quarter Section; thence on an assumed bearing of South 89°43'35" East a distance of Seventy and Thirty Hundredths (70.30) feet along the North line of said Quarter Section 1o the Easterly right-of-way line of Ninlh Street; thenoe Soulh 00°01 '02" East.a distance of Forty-five ( 45 and no Hundredths ( 45.00) feet along said Easterly right-of-way line to lhe Southerly right-of-way line of\l\Qterwell Road and the Point of Beginring; thence Souh 00°01'02'' Easta distance dThirty and Forty-four Hundredths (30.44) feet continuing along said Easterly right-of-way line of Ninth Street; lhElr1re North n°51'04" East a distance of Forty-five and Seventy-five Hundredths (45. 75) feet; thence South 89°43'35" East, a distance of Two Hundred Forty-six and Six Hundredths (246.06 feet); thence North 20°31 '48" East. a distanoe of Twenty-one and Ninety-five Hundredths (21.95) feet to a point on said Southerly right-of-way line ofwaterwell Road; thenre North 89°43'35" Wes, a distance ofToo Hundred Nnety-eight and Fifty Hundredths (298.50) feetalong said Souherly right-of-way line to the point of Beginning. The above desaibecf tract of land oontains 0.14 acres, more or less. ExhibitA-Legal Oesalption -ALTAOl.nefs Policy ofTile nsurance 6-17-06 (Tl20-20683.PFDIT120-20683139) 6. An enforcement action based on the exercise of a governmental police power not covered by Covered Risk 5 if a notice of the enforcement action, describing any part of the Land, is recorded in the Public Records, but only to the extent of the enforcement referred to in that notice. 7. The exercise of the rights of eminent domain if a notice of the exercise, describing any part of the land, is recorded in the Public Records. 8. Any taking by a governmental body that has occurred and is binding on the rights ot a purchaser for value without Knowledge. 9. Title being vested other than as stated in Schedule A or being defective ta) as a result of the avoidance in whole or in part, or from a court order providing an alternative remedy, of a transfer of all or any part of the title to or any interest in the Land occurring prior to the transaction vesting Title as shown in Schedule A because that prior transfer constituted a fraudulent or preferential transfer under federal bankruptcy, state insolvency, or similar creditors' rights laws; or lb) because the instrument of transfer vesting Title as shown in Schedule A constitutes a preferential transfer under federal bankruptcy, state insolvency, or similar creditors' rights laws by reason of the failure of its recording in the Public Records (ii to be timely, or (ii) to impart notice of its existence to a purchaser for value or to a judgment or lien creditor. 1 O. Any defect in or lien or encumbrance on the Title or other matter included in Covered Risks 1 through 9 that has been created or attached or has been filed or recorded in the Public Records subsequent to Date of Policy and prior to the recording of the deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A. The Company will also pay the costs. attorneys' fees, and expenses incurred in defense of any matter insured against by this Policy, but only to the extent provided in the Conditions. EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy, and the Company will not pay loss or damage, costs. attorneys' fees. or expenses that arise by reason of: 1. (a) Any law. ordinance. permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to Iii the occupancy. use. or enjoyment of the Land; {ii) the character, dimensions, or location of any improvement erected on the Land; (ii[) the subdivision of land; or (ivl environmental protection; or the effect of any violation of these laws, ordinances. or govern- mental regulations. This Exclusion l(a) does not modify or limit the coverage provided under Covered Risk 5. (bl Any governmental police power. This Exclusion 1(bl does not modify or limit the coverage provided under Covered Risk 6. 2. Rights of eminent domain. This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8. 3. Defects, liens, encumbrances, adverse claims. or other matters (a) created. suffered. assumed. or agreed to by the Insured Claimant; 1b) not Known to the Company, not recorded in the Public Records at Date of Policy, but Known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy; le) resulting in no loss or damage to the Insured Claimant; (d) attaching or created subsequent to Date of Policy (however. this does not modify or limit the coverage provided under Covered Risk 9 and 10); or tel resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Title. 4. Any claim. by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights laws, that the transaction vesting the Title as shown in Schedule A. is (al a fraudulent conveyance or fraudulent transfer; or (bl a preferential transfer for any reason not stated in Covered Risk 9 of this policy. 5. Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching between Date of Policy and the date of recording of the deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A. Pagol CONDITIONS 1. DEFINITION OF TERMS The following terms when used in this policy mean: (al "Amount of Insurance": The amount stated in Schedule A. as may be increased or decreased by endorsement to this policy, increased by Section B(bl. or decreased by Sections 10 and 11 of these Conditions. (bl "Date of Policy": The date designated as "Date of Policy" in Schedule A. (c) "Entity": A corporation, partnership, trust, limited liability company, or other similar legal entity. (d) "Insured": The Insured named in Schedule A. Ii) The term "Insured' also includes (A) successors to the Title of the Insured by operation of law as distinguished from purchase, including heirs. devisees, survivors, personal representatives, or next of kin; (B) successors to an Insured by dissolution, merger. consolidation, distribution. or reorganization; (CJ successors to an Insured by its conversion to another kind of Entity; !D) a grantee of an Insured under a deed delivered without payment of actual valuable consideration conveving the Title (1) if the stock, shares, memberships, or other equity interests of the grantee are wholly-owned by the named Insured, (21 it the grantee wholly owns the named Insured, (3) if the grantee is wholly-owned by an affiliated Entity of the named Insured, provided the affiliated Entity and the named Insured are both wholly-owned by the same person or Entity, or (4) it the grantee is a trustee or beneficiary of a trust created by a written instrument established by the Insured named in Schedule A for estate planning purposes. (ii) With regard to (A), !Bl. (Cl. and (DI reserving. however, all rights and defenses as to any successor that the Company would have had against any predecessor Insured. !el "Insured Claimant": An Insured claiming loss or damage. (fl "Knowledge" or "Known·: Actual knowledge, not constructive knowledge or notice that may be imputed to an Insured by reason of the Public Records or any other records that impart constructive notice of matters affecting the Title. (g) "Land': The land described in Schedule A, and affixed improvements that by law constitute real property. The term "land" does not include any property beyond the lines ot the area described in Schedule A. nor any right. title, interest. estate, or easement in abutting streets, roads, avenues, alleys, lanes, ways, or waterways, but this does not modify or limit the extent that a right of access to and from the Land is insured by this policy. (hi "Mortgage": Mortgage. deed of trust trust deed, or other security instrument, including one evidenced by electronic means authorized bylaw. (ii "Public Records': Records established under state statutes at Date of Policy for the purpose of imparting constructive notice of matters relating to real property to purchasers for value and without Knowledge. With respect to Covered Risk 5{d), 'Public Records" shall also include environmental protection liens filed in the records of the clerk of the United States District Court for the district where the Land is located. (j) "Title": The estate or interest described in Schedule A. (kl "Unmarketable Titleh: Title affected by an alleged or apparent matter that would permit a prospective purchaser or lessee of the Title or lender on the Title to be released from the obligation to purchase, lease, or lend if there is a contractual condition requiring the delivery of marketable title. 2. CONTINUATION OF INSURANCE The coverage of this policy shall continue in force as of Date of Policy in favor of an Insured, but only so long as the Insured retains an estate or interest in the Land, or holds an obligation secured by a purchase money Mortgage given by a purchaser from the Insured, or only so long as the Insured shall have liability by reason of warranties in any transfer or conveyance of the Title. This policy shall not continue in force in favor of any purchaser from the Insured of either (i) an estate or interest in the Land, or (ii) an obligation secured by a purchase money Mortgage given to the Insured. 3. NOTICE OF ClAIM TO BE GIVEN BY INSURED CI.AIMANT The Insured shall notify the Company promptly in writing (i) in case of any litigation as set forth in Section 5(a} of these Conditions, (iil in case Knowledge shall conie to an Insured hereunder of any claim of title or interest that is adverse to the Title, as insured, and that might cause loss or damage for which the Company may be liable by virtue of this policy, or (iii) if the Title, as insured, is rejected as Unmarketable Title. If the Company is prejudiced by the failure of the Insured Claimant to provide prompt notice, the Company's liability to the Insured Claimant under the policy shall be reduced to the extent of the prejudice. 4. PROOF OF LOSS In the event the Company is unable to determine the amount of loss or damage, the Company may, at its option. require as a condition of payment that the Insured Claimant furnish a signed proof of loss. The proof of loss must describe the defect, lien, encumbrance. or other matter insured against by this policy that constitutes the basis of loss or damage and shall state, to the extent possible, the basis of calculating the amount of the loss or damage. 5. DEFENSE AND PROSECUTION OF ACTIONS (al Upon written request by the Insured, and subject to the options contained in Section 7 of these Conditions, the Company, at its own cost and without unreasonable delay, shall provide for the defense of an Insured in litigation in which any third party asserts a claim covered by this policy adverse to the Insured. This obligation is limited to only those stated causes of action alleging matters insured against by this policy. The Company shall have the right to select counsel of its choice (subject to the right of the Insured to object for reasonable cause) to represent the Insured as to those stated causes of action. It shall not be liable for and will not pay the fees of any other counsel. The Company will not pay any fees, costs, or expenses incurred by the Insured in the defense of those causes of action that allege matters not insured against by this policy. (b) The Company shall have the right, in addition to the options contained in Section 7 of these Conditions. at its own cost. to institute and prosecute any action or proceeding or to do any other act that in its opinion may be necessary or desirable to establish the Title, as insured, or to prevent or reduce loss or damage to the Insured. The Company may take any appropriate action under the terms of this policy, whether or not it shall be liable to the Insured. The exercise of these rights shall not be an admission of liability or waiver of any provision of this policy. If the Company exercises its rights under this subsection, it must do so diligently. (cl Whenever the Company brings an action or asserts a defense as required or permitted by this policy. the Company may pursue the litigation to a final determination by a court of competent jurisdiction, and it expressly reserves the right, in its sole discretion, to appeal any adverse judgment or order. Page3 CONDffiONS (con't) 6. DUTY OF INSURED CLAIMANTTO COOPERATE (a) In all cases where this policy permits or requires the Company to prosecute or provide for the defense of any action or proceeding and any appeals, the Insured shall secure to the Company the right to so prosecute or provide defense in the action or proceeding, including the right to use, at its option, the name of the Insured for this purpose. Whenever requested by the Company, the Insured. at the Company's expense. shall give the Company all reasonable aid Ii) in securing evidence, obtaining witnesses. prosecuting or defending the action or proceeding, or effecting settlement, and (iii in any other lawful act that in the opinion of the Company may be necessary or desirable to establish the Title or any other matter as insured. If the Company is prejudiced by the failure of the Insured to furnish the required cooperation, the Company's obligations to the Insured under the policy shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation, with regard to the matter or matters requiring such cooperation. (bl The Company may reasonably require the Insured Claimant to submit to examination under oath by any authorized representative of the Company and to produce for examination, inspection, and copying, at such reasonable times and places as may be designated by the authorized representative of the Company, all records, in whatever medium maintained. including books, ledgers, checks, memoranda, correspondence. reports, e-mails. disks, tapes. and videos whether bearing a date before or after Date of Policy, that reasonably pertain to the loss or damage. Further, if requested by any authorized representative of the Company, the Insured Claimant shall grant its permission, in writing, for any authorized representative of the Company to examine, inspect, and copy all of these records in the custody or control of a third party that reasonably pertain to the loss or damage. All information designated as confidential by the Insured Claimant provided to the Company pursuant to this Section shall not be disclosed to others unless, in the reasonable judgment of the Company, it is necessary in the administration of the claim. Failure of the Insured Claimant to submit for examination under oath. produce any reasonably requested information, or grant permission to secure reasonably necessary information from third parties as required in this subsection, unless prohibited by law or governmental regulation. shall terminate any liability of the Company under this policy as to that claim. 7. OPTIONS TO PAY OR OTHERWISE smLE CLAIMS; TERMINATION Of UABIUTV In case of a claim under this policy, the Company shall have the following additional options: {al To Pay or Tender Payment of the Amount of Insurance. To pay or tender payment of the Amount of Insurance under this policy together with any costs, attorneys' fees. and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment or tender of payment and that the Company is obligated to pay. Upon the exercise by the Company ofthis option, all liability and obligations of the Company to the Insured under this policy, ot~er than to make the payment required in this subsection, shall terminate, including any liability or obligation to defend, prosecute, or contin- ue any litigation. (bl To Pay or Otherwise Settle With Parties Other Than the Insured or With the Insured Claimant. (i) To pay or otherwise settle with other parties for or in the name of an Insured Claimant any claim insured against under this policy. In addition. the Company will pay any costs, attorneys' fees, and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment and that the Company is obligated to pay; or (ii) To pay or otherwise settle with the Insured Claimant the loss or damage provided for under this policy, together with any costs, attorneys' fees, and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment and that the Company is obligated to pay. Upon the exercise by the Company of either of the options provided for in subsections (bl(i) or Iii), the Company's obligations to the Insured under this policy for the claimed loss or damage. other than the payments required to be made, shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation. 8. DETERMINATION AND EXTENT OF LIABIUTY This policy is a contract of indemnity against actual monetary loss or damage sustained or incurred by the Insured Claimant who has suffered loss or damage by reason of matters insured against by this policy. (a) The extent of liability of the Company for loss or damage under this policy shall not exceed the lesser of (i) the Amount of Insurance; or (iii the difference between the value of the Title as insured and the value of the Title subject to the risk insured against by this policy. lb) If the Company pursues its rights under Section 5 of these Conditions and is unsuccessful in establishing the Title. as insured, (i) the Amount of Insurance shall be increased by 10%. and (ii) the Insured Claimant shall have the right to have the loss or damage determined either as of the date the claim was made by the Insured Claimant or as of the date it is settled and paid. (cl In addition to the extent of liability under (a) and lb). the Company will also pay those costs, attorneys' fees, and expenses incurred in accordance with Sections 5 and 7 of these Conditions. 9. LIMITATION OF LIABllnY (al If the Company establishes the Title, or removes the alleged defect, lien. or encumbrance. or cures the lack of a right of access to or from the Land, or cures the claim of Unmarketable Title, all as insured, in a reasonably diligent manner by any method, including litigation and the completion of any appeals, it shall have fully performed its obligations with respect to that matter and shall not be liable for any loss or damage caused to the Insured. ibl In the event of any litigation, including litigation by the Company or with the Company's consent, the Company shall have no liability for loss or damage until there has been a final determination l:>y a court of competent jurisdiction, and disposition of all appeals. adverse to the Title, as insured. (cl The Company shall not be liable for loss or damage to the Insured for liability voluntarily assumed by the Insured in settling any claim or suit without the prior written consent of the Company. 10. REDUCTION OF INSURANCE; REDUCTION OR TERMINATION OFUABILITY All payments under this policy, except payments made for costs, attorneys' fees, and expenses, shall reduce the Amount of Insurance by the amount of the payment. Pil/le4 CONDITIONS (con't) 11. LIABILITY NONCUMULATIVE The Amount of Insurance shall be reduced by any amount the Company pays under any policy insuring a Mortgage to which exception is taken in Schedule B or to which the Insured has agreed, assumed, or taken subject, or which is executed by an Insured after Date of Policy and which is a charge or lien on the Title. and the amount so paid shall be deemed a payment to the Insured under this polfcy. 12. PAYMENT OFLOSS When liability and the extent of loss or damage have been definitely fixed in accordance with these Conditions. the payment shall be made within 30 days. 13. RIGHTS OF RECOVERY UPON PAYMENT OR SETTLEMENT (al Whenever the Company shall have settled and paid a claim under this policy, it shall be subrogated and entitled to the rights of the Insured Claimant in the Title and all other rights and remedies in respect to the claim that the Insured Claimant has against any person or property. to the extent of the amount of any loss, costs, attorneys' fees. and expenses paid by the Company. If requested by the Company, the Insured Claimant shall execute documents to evidence the transfer to the Company of these rights and remedies. The Insured Claimant shall permit the Company to sue. compromise. or settle in the name of the Insured Claimant and to use the name of the Insured Claimant in any transaction or litigation involving these rights and remedies. If a payment on account of a claim does not fully cover the loss of the Insured Claimant the Company shall defer the exercise of its right to recover until after the Insured Claimant shall have recovered its loss. (bl The Company's right of subrogation includes the rights of the Insured to indemnities, guaranties, other policies of insurance. or bonds, notwithstanding any terms or conditions contained in those instruments that address subrogation rights. 14. ARBITRATION Either the Company or the Insured may demand that the claim or controversy shall be submitted to arbitration pursuant to the Title Insurance Arbitration Rules of the American Land Title Association !"Rules"). Except as provided in the Rules. there shall be no joinder or consolidation with claims or controversies of other persons. Arbitrable matters may include, but are not limited to, any controversy or claim between the Company and the Insured arising out of or relating to this policy, any service in connection with its issuance or the breach of a policy provision, or to any other controversy or claim arising out of the transaction giving rise to this policy. All arbitrable matters when the Amount of Insurance is $2,000,000 or less shall be arbitrated at the option of either the Company or the Insured. All arbitrable matters when the Amount of Insurance is in excess of $2,000,000 shall be arbitrated only when agreed to by both the Company and the Insured. Arbitration pursuant to this policy and under the Rules shall be binding upon the parties. Judgment upon the award rendered by the Arbitrator(s) may be entered in any court of competent jurisdiction. 15. LIABILITY LIMITED TO THIS POLICY; POLICY ENTIRE CON- TRACT (a) This policy together with all endorsements, if any, attached to it by the Company is the entire policy and contract between the Insured and the Company. In interpreting any provision of this policy, this policy shall be construed as a whole. (bl Any claim of loss or damage that arises out of the status of the Title or by any action asserting such claim shall be restricted to this policy. (cl Any amendment of or endorsement to this policy must be in writing and authenticated by an authorized person. or expressly incorporated by Schedule A of this policy. (dl Each endorsement to this policy issued at any time is made a part of this policy and is subject to all of its terms and provisions. Except as the endorsement expressly states, it does not (ii modify any of the tenns and provisions of the policy, (iii modify any prior endorsement, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. 16. SEVERABIUTY In the event any provision of this policy, in whole or in part, is held invalid or unenforceable under applicable law, the policy shall be deemed not to include that provision or such part held to be invalid, but all other provisions shall remain in full force and effect. 17. CHOICE OF LAW; FORUM (al Choice of Law: The Insured acknowledges the Company has underwritten the risks covered by this policy and determined the premium charged therefor in reliance upon the law affecting interests in real property and applicable to the interpretation, rights. remedies, or enforcement of policies of title insurance of the jurisdiction where the Land is located. Therefore, the court or an arbitrator shall apply the law of the jurisdiction where the Land is located to determine the validity of claims against the Title that are adverse to the Insured and to interpret and enforce the terms of this policy. In neither case shall the court or arbitrator apply its conflicts of law principles to deter- mine the applicable law. lb) Choice of Forum: Any litigation or other proceeding brought by the Insured against the Company must be filed only in a state or federal court within the United States of America or its territories having appropriate jurisdiction. 18. NOTICES, WHERE SENT Any notice of claim and any other notice or statement in writing required to be given to the Company under this policy must be given to the Company at 400 Second Avenue South. Minneapolis. Minnesota 55401-2499. Pag&5 TRUSTEE'S RECEIPT AND CLOSING CERTIFICATE Not to Exceed $20,000,000 City of Salina, Kansas Taxable Industrial Revenue Bonds Series 2021 (Great Plains Project) The undersigned, a duly authorized trust officer of BOKF, N.A., Kansas City, Missouri (the "Trustee"), the trustee designated in a Trust Indenture dated as of November 1, 2021 (the "Indenture") between the City of Salina, Kansas (the "Issuer") and the Trustee, which authorizes and secures the Issuer's Taxable Industrial Revenue Bonds, Series 2021 (Great Plains Project) (the "Bonds"), hereby certifies on behalf of the Trustee: (1) The Trustee hereby ratifies and confirms its acceptance of the duties specified for it in the Indenture, the Site Lease and the Project Lease (the "Bond Documents") executed and delivered in connection with the issuance of the Bonds. Each of the Bond Documents to which the Trustee is a party have been duly executed and delivered on behalf of the Trustee by duly authorized officers of the Trustee and constitute valid and binding obligations of the Trustee, enforceable in accordance with their terms. (2) The Trustee is a banking association or corporation duly organized under the banking laws of the United States of America or one of the states thereof, and has full power and authority to act as trustee, paying agent and bond registrar as provided in the Indenture and to discharge the duties imposed upon it by the Bond Documents. (3) Pursuant to and in accordance with the provisions of the Indenture and the written request and authorization of the Issuer, prior to the delivery of the Bonds, the Certificate of Authentication on the Bonds was signed on behalf of the Trustee by a duly authorized officer or signatory of the Trustee, who was at the time of the authentication of the Bonds and is at the date hereof a duly elected or appointed, qualified and acting officer or signatory of the Trustee, authorized to perform the acts described herein. ( 4) The Trustee has delivered certificates representing the entire principal amount of the Bonds presently being issued pursuant to the Indenture to or for the account of GPM No. 2, LLC, Salina, Kansas, the Original Purchaser, as of the delivery of this certificate. (5) The Bank acknowledges receipt on behalf of the Issuer of Payment Orders equal to the purchase price of the Bonds initially issued and conformed copies of the Bond Documents and bond certificates representing the entire principal amount of Bonds issued. (6) The Trustee acknowledges receipt of each of the documents specified in the Indenture which are required to be filed with the Trustee prior to or simultaneously with the delivery of the Bonds. [balance of this page intentionally left blank] 600596.20211\CLOSING DOCUMENTS v.3 IN WITNESS WHEREOF, the Trustee has caused this certificate to be executed by a duly authorized trust officer this 16th day of November, 2021. 600596.20211\CLOSING DOCUMENTS vJ BOKF,N.A. Kansas City, Missouri as Trustee By, ~ '.u,u\l 11~"\J.u Name: Wen dee I. Peres Title: Vice President and Trust Officer (Signature Page to Trustee's Closing Certificate) PURCHASER'S CERTIFICATE AND RECEIPT Not to Exceed $20,000,000 City of Salina, Kansas Taxable Industrial Revenue Bonds Series 2021 (Great Plains Project) GPM No. 2, LLC (the "Purchaser"), hereby certifies that the Purchaser received from BOKF, N.A., Kansas City, Missouri, as Trustee on behalf of the City of Salina, Kansas (the "Issuer") a certificate representing the Issuer's Taxable Industrial Revenue Bonds, Series 2021 (Great Plains Project), in an aggregate principal amount not to exceed $20,000,000, dated as ofNovember 16, 2021. Issued by the Issuer and received by the Purchaser was one (1) Bond certificate in fully registered form, numbered R-1, initially registered as requested by the Purchaser. The Bonds will not be re-offered to the public. The Bond certificate has been signed by the facsimile signature of the Mayor of the Issuer, attested by the facsimile signature of the City Clerk with the corporate seal of the Issuer affixed thereon, and has been authenticated by an authorized officer of the Trustee. DA TED November 16, 2021. GPM NO. 2, LLC By: 4f ~ t ,k/4nz Name~indaL.a lem Title: Manager 600596.2021 !\CLOSING DOCUMENTS v.3 One Main Place -100 North Main, Suite 800 Wichita, Kansas 67202-1311 (316) 267-2091 / (316) 262-6523 FAX/ gilmorebell.com November 12, 2021 To: The Attached Distribution List Re: Not to Exceed $20,000,000 City of Salina, Kansas Taxable Industrial Revenue Bonds Series 2021 (Great Plains Project) CLOSING MEMORANDUM The pre-closing for the Bonds is scheduled for November 15, 2021 at the offices of Gilmore & Bell, P.C., Wichita, Kansas ("Bond Counsel"). At the pre-closing all documents on the Closing List will be assembled and signature pages attached, and those present will have the opportunity to complete their review of the documents. Such documents will be held in escrow by Bond Counsel pending the closing. At the conclusion of the pre-closing, all conditions to issuance of the Bonds will have been met, and the Bonds will have been delivered to BOKF, N.A. (the "Bank") for authentication and safekeeping pending closing. Attendance at pre-closing is not required if executed documents are delivered to Bond Counsel. The closing is scheduled for approximately 10:00 a.m. November 16, 2021 (the "Closing Time"). The closing will occur via e-mail initiated by Bond Counsel. GPM No. 2, LLC shall deliver to the Bank its Requisition for Payment of Project Costs No. 1 in the form attached as Exhibit A to the Project Lease, together with supporting invoices. The initial Bond certificate will be delivered to the Bank for safekeeping pending final advance of all bond proceeds. Upon confirmation by the Bank of receipt of the Payment Order, Bond Counsel will (a) provide a signed approving legal opinion, and (b) notify the Bank that the Bonds may be delivered. Bond Counsel will file the Certificate oflssuance with the Kansas Board of Tax Appeals and will provide for the filing of the Notice of Lease and Assignment of Lease with the Saline County Register of Deeds. 60596.20211 \CLOSING MEMO Transcripts of the documents and proceedings relating to the issuance of the Series 2021 Bonds will be provided by Bond Counsel as follows: 1. City of Salina, Kansas ("Issuer") 2. GPM No. 2, LLC ("Tenant") and ("Purchaser") 3. BOKF, N.A. ("Trustee") 4. Gilmore & Bell, P.C. ("Bond Counsel") 5. Greg Bengtson ("Issuer's Counsel") 6. Kutak Rock, LLP-Kansas City ("Tenant's Counsel") Of the parties listed above, the Issuer will receive an original, paper copy of the transcript. All other parties will receive copies of the transcript of proceedings in electronic format unless otherwise requested before closing. If anyone has any questions or corrections regarding this matter, please advise the undersigned immediately. SOS:as Enclosure 60596.20211 \CLOSING MEMO Very truly yours, Sarah 0. Steele 2 CITY OF SALINA, KANSAS TAXABLE INDUSTRIAL REVENUE BONDS, SERIES 2021 (GPM No. 2, LLC PROJECT) ISSUER CITY OF SALINA, KANSAS 300 W. Ash Street P.O.Box736 Salina, Kansas 67402 Telephone: (785) 309-5735 Fax: (785) 309-5738 Mike Schrage, City Manager (785) 309-5700 E-mail: mike.schraee,a•salina.orn: Debbie Pack, Finance Director E-mail: debbie.pack@salina.org JoVonna Rutherford, City Clerk DISTRIBUTION LIST BOND COUNSEL GILMORE & BELL, P .C. 100 N. Main, Suite 800 Wichita, Kansas 67202-1398 Telephone: (316) 267-2091 Fax: (316) 262-6523 Sarah O. Steele, Esq. E-mail: ssteele 01gilmorebell.com Gina Riekhof, Esq. E-mail: l!riekhofa !!ilmorebell.com Angie Sizemore, Legal Assistant E-mail: asizemorera .l.!ilmorebel I .com E-mail: iovonna.rutherford 1/salina.oni ECONOMIC DEVELOPMENT SALINA COMMUNITY ECONOMIC DEV. ORG. 120 W. Ash Street Salina, Kansas 67401 Telephone: (785) 404-3131 Cell: (270) 839-2228 Mitch Robinson, Executive Director E-mail: mrobinsollia salinaedo.orl! ISSUER'S COUNSEL CLARK, MlzE & LINVILLE, CHARTERED 129 South 8th Street. P.O.Box380 Salina, Kansas 67402 Telephone: (785) 823-6325 Fax: (785) 823-1868 Greg Bengtson, Esq., City Attorney E-mail: !?ahenutsonr(I cml-law.com TRUSTEE BOKF,N.A. 2405 Grand Blvd, Suite 840 Kansas City, Missouri 64108 Wendee Peres-Ph: (816) 932-7333 E-mail: wperes@bokf.com Nancy McConnell -Ph: (816) 932-7316 E-mail: nmcconnelh11bokf.com TENANT GREAT PLAINS MANUFACTURING, lNCORPORAIBD GPM No. 2, LLC 1525 E. North Street Salina, Kansas 67401 (785) 823-3276 Tim Henry E-mail: tim.henry@greatplainsmfg.com Jamie Hall E-mail: iamie.hall,1J1!.!reatr,lainsmfo.com TENANT'S COUNSEL KUTAK ROCK LLP -KANSAS CITY 2300 Main Street, Suite 800 Kansas City, Missouri 64108 Telephone: (816) 502-4658 Joseph D. Serrano, Esq. E-mail: joseph.serrano{a kutakrock.com Michia Sciortino, Legal Assistant E-mail: michia.sciortino1</ kutakrocb:cim mike.schrage II salina.orl!: debbie.packa salina.on;: chen l.mermis,,_11salina.orl!:jovanna.rutherford111 salina.org: mrobinso111111salinaedo.orl.!; !.!abe11!.!tsorn11 cml-law.com: tim.henr, ra1!?reatplainsmfo..com: jamie.hall,a !!reatplainsmfo.com: joseph.serrano1a kutakrock.com: michia.sciortino a kutakrock.com:wperes cl bokf.com: nmcconnell,a bokf.com: ssteele,a uilmorebell.com: !:':riekof ii i:.ilmorebell.com: asizemore,u uilmorebell.com 600596.20211\DLIST BOKF,N.A. Kansas City, Missouri Atm: Corporate Trust Department CITY OF SALINA, KANSAS Project Fund (Great Plains Project) Payment Order No. 1 I hereby certify that the amounts stated in the attached Payment Schedules have either been advanced by the Tenant or are justly due to contractors, subcontractors, suppliers, vendors, materialmen, engineers, architects or other persons named in the Payment Schedules who have performed necessary and appropl'iate work in connection with any installation of machinery, equipment or personal property, or have furnished necessary and appropriate materials in the construction or acquisition of land, buildings and improvements constituting a part of the Project. I further certify that the fair value of such work or materials, machinery and equipment, is not exceeded by the amount requested, and such cost is one which may be capitalized for federal income tax purposes. I further certify that, except for the amounts set forth in the Payment Schedules, there are no outstanding debts now due and payable for labor, wages, materials, supplies or services in connection with the construction of the buildings and improvements or the purchase and/or installation of machinery, equipment and personal property which, if unpaid, might become the basis of a vendor's, mechanic's, laborer's or materialmen's statutory or other similar lien upon the Real Prope11y, the Project or any part thereof. I further certify that no part of the amounts set forth in the Payment Schedules have been the basis for any previous withdrawal of any moneys from the Project Fund. I further certify that each of the representations and covenants on the part of the Tenant contained in the Project Lease dated as of November 1, 2021 by and between the City of Salina, Kansas, as the Issuer, and the Tenant are now true and correct in all material respects and are now being materially complied with. I further certify that the amounts set forth in the Payment Schedules constitute Project Costs, as the tenn is defined in the Project Lease, and that all insurance policies which are required to be in force as a condition precedent to disbursement offunds from the Project Fund pursuant to the provisions of Section 6. I of the Project Lease are in full force and effecL I acknowledge that the Tenant, as Purchaser of the Bonds, will be rece1vmg st1ch Bonds in compensation for the expenditures set forth in the Payment Schedules to acquire, construct and equip the Project and that the Bond will constitute full payment for these costs. DATED November 16. 2021 . 4892-273 7-6643, I Authorized enant Representative James M. Hall, IV -A Manager of GPM No.2, LLC EXHIBIT A -Payment Order No.I PAYMENT SCHEDULE FOR BUILDINGS, IMPROVEMENTS AND MISCELLANEOUS PROJECT COSTS I hereby request payment of the amounts specified below to the payees whose names and addresses are stated below, and I certify that the description of the purchase or nature of each payment is reasonable, accurate and complete: Payee Name GMP No. 2, LLC 4892-2737-6643. I PAYMENT SCHEDULE Purpose or Nature of Pa) ment Reimbursement of Land Acquisition Amount $6,200,000 ~ ' \\:~ -- Initials EXHIBIT B -Payment Order No. __ PAYMENT SCHEDULE FOR MACHINERY AND EQUIPMENT J hereby request payment of the amounts specified below to the payees whose names and addresses are stated below. I certify that the description of the purchase or nature of each payment is reasonable, accurate and complete. I further certify that the items described are free and clear of any liens or security interests. I have attached to this schedule a copy of the purchase order or seller's invoice for each item. Pa 1eeName 4892-2737-6643. I PAYMENT SCHEDULE Description of Equipment (include name of seller, manufacturer, descriptive name. capacity, serial number of model number, if available) Amount Initials American I.and 1ide Association File NO./Escrow No.: ll20-i<)683 I.and Tide Setvims,. me. ALTA Umversal ID 1041058 136N. 7th Salina, KS 67401-G922 ALTA Settlement Slatemert-cash Adopted 05-01-2015 Print Date. Time; Offlcer/&awJ Officer: setllementl.ocation: l.dy21, 2021 at05:11·PM MichaelLHowodc 136 N. 71h St Salrla, KS 67'401 Property Address: 3861 s. 9th St sa1na, 1<S 67401 Buyer: CR'11>b,tUC Seller. Lender. Slgnf'y tbth America Corporation, rormer1y knoWn as Phl!ps l.J!tmg North Arrerica Corporallon CASH Selllement Datie: Ollbu?Hme•Dne: August 2, 2021 August2, 2021 Seller r $ 6,200,000.00 $ 107,S<I0.9) ,--·-- [ Description euv,er ·-----· ----o.eb! ___ - Anarxial Sale Pl-ice rJ Property Deposit -~ $100,277.89 Prorattons/Adi~ atwTown TalQE!S 01/01/21 to 08/02/21 $107,540.80 ------ -~------__J -_ __.,______ ----··--~ ...... -~ ... --~·--- ._' --__________ 1111e __ aw,,a&.flll:l!WJ.~_oa.....,_~!'P"---------------'J $6,340.00 $150,00 $20.00 1lle -OV,ner's T1lle lOSlnnce (QJmnal) lo Lard TIiie Se.n,ioos, Inc. C<Jeage: $ 6)-00,000.00 PrellW.lm: $ 12,680.00 Tltie -Escrow/ Setllemert ID land Tile Services, Tllle-'MreFee Inc. ID Land 1lle Setvia!s, Inc . $6,3'10.00 $150.00 ._ ____________ Gawmment ___ -_Recio_· _· n.iwjanct~!'9!-rues ___________ ___. c.cp,,ifJlt.Dl5Aml!i(a1 l.a1dTllle~ All t%tJls reseved Recotding Fees ID $31.ne C0un1¥ $72.00 (lla>--axm.Ff0/1120-:mB/27) ~a, rI!/2l/2latC!i:U1'M .. $114,ClSO.BO $6,085,949.20 $6,200,00).00 ~ $ 6,200,000.00 $6,200,000.00 ALTASettlementStabimentC&sh -Conlnled Deed:$72.00 Mor1gage:$0.00 Debt Reg!S1erd0eeds Remrdng Fees ID Sa@ne county $ 72.00 Reglse,dDeeds C8.R 00oJment Reoordng Fees 10 san COll'1ly $ 21.00 Ri!glSler cf Deeds Afftll:1\1tofl\klo-Pror1Jclk>n and ltll'I ~ Mllcllaneous Su1Jmtal9 BaklftOI!! Due ·MOM DelanmDwto TOTAIS $ 6,206,655.00 $ 6,206,655.00 Qadl $207,818.69 $ 5,998,836.31 $6A655.00 Well h8Ve <a"efulyreviewedtheALTASallel11e1t Statemrt aid fnl ti k.>bo a true and aauae slalemert d all reaalpts Nd~ made en~ ao:xiurt orby me in tlis tran&adicn rm firiier(lflff.fy·a. I have 1808iv&:I a <Xlffld theALTASettlemn statement. ~ autmril8 Land Til:18 Seivla!S. ,~ to c:aNtheftmds to be <lsbaned rn aoc:ordaloewilh !his s1aeine111. (ff'! No/., u.c ' , BY: ! L Salem, Mariager C!:V,'l1g'lt:alJSAnlBbn ulldTIUeA9:ilXbial AllllflllSiesi,w:i (TI»am3.llfD/Tl3)-:Di8l127) Alntridm wmm. affi:1HM Governing Body City of Salina, Kansas BOKF,N.A. Kansas City, Missouri Re: Ladies and Gentlemen: One Main Place -100 North Main, Suite 800 Wichita, Kansas 67202-1311 (316) 267-2091 / (316) 262-6523 FAX/ gilmorebell.com November 16, 2021 Not to Exceed $20,000,000 City of Salina, Kansas Taxable Industrial Revenue Bonds Series 2021 (Great Plains Project) GPM No. 2, LLC Salina, Kansas We have acted as Bond Counsel to the City of Salina, Kansas (the "Issuer") in connection with the issuance 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. The Bonds have been issued under K.S.A. 12-1740 et seq., as amended (the "Act") and a Trust Indenture (the "Indenture") dated as ofNovember 1, 2021 between the Issuer and BOKF, N.A., Kansas City, Missouri, as trustee (the "Trustee"). Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Indenture. Regarding questions of fact material to our opinion, we have relied on representations of the Issuer and GPM No. 2, LLC (the "Tenant") contained in the Site Lease and the Project Lease and certified proceedings and other certifications of the Issuer, the Tenant and others furnished to us, without undertaking to verify them by independent investigation. We have also relied on the legal opinion of Kutak Rock LLP, counsel to the Tenant, dated the date of this opinion, regarding certain matters, including (a) the status and due organization of the Tenant, (b) the power of the Tenant to enter into and perform its obligations under the Site Lease and the Project Lease, and ( c) the due authorization, execution and delivery of the Site Lease and the Project Lease by the Tenant and the binding effect and enforceability of those documents against the Tenant. Based on and subject to the foregoing, we are of the opinion, under existing law, as follows: 1. The Issuer is an incorporated city of the first class duly organized and existing under the laws of the State of Kansas (the "State"), with lawful power and authority to issue the Bonds and to enter into and perform its obligations under the Indenture, the Site Lease and the Project Lease. Bond Counsel Opinion November 16, 2021 Page2 2. The Bonds have been duly authorized, executed and delivered by the Issuer and are valid and legally binding special, limited obligations of the Issuer in the amount advanced as of the date hereof, and will be such special, limited obligations of the Issuer in the additional principal amounts advanced pursuant to the Site Lease and the Project Lease and the Bond Agreement up to a maximum principal amount of $20,000,000. 3. The Bonds are payable solely from the Trust Estate under the Indenture. The Bonds do not constitute an indebtedness of the State or of any political subdivision of the State within the meaning of any constitutional or statutory provision or limitation and do not constitute a pledge of the full faith and credit of the State or of any political subdivision of the State. The issuance of the Bonds will not, directly, indirectly or contingently, obligate the State or any political subdivision of the State to levy any form of taxation or to make any appropriation for the payment of the Bonds. 4. The Indenture, the Site Lease and the Project Lease have been duly authorized, executed and delivered by the Issuer and are valid and legally binding agreements of the Issuer enforceable against the Issuer. The Indenture creates a valid lien on the Trust Estate pledged and assigned by the Issuer to the Trustee under the Indenture for the benefit and security of the owners of the Bonds, on a parity with other bonds, if any, issued or to be issued as Additional Bonds under the Indenture. 5. The interest on the Bonds is not excluded from gross income for federal income tax purposes under Section 103( a) of the Code. We express no other opinion as to any other federal tax law consequences pertaining to the Bonds. 6. The interest on the Bonds is exempt from income taxation by the State. We express no opinion regarding (a) the accuracy, completeness or sufficiency of any offering material related to the Bonds, (b) the perfection or priority of the lien on the Trust Estate pledged under the Indenture, or (c) federal or state 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 of the Bonds, the Indenture, the Site Lease and the Project Lease 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. SOS:ams PETER L. PETERSON GREG A. BENGTSON PAULAJ. WRIGHT ERIC N. ANDERSON DUSTIN J. DENNING PETERS. JOHNSTON JARED T. HIATT JOSHUA C. HOW ARD AARON 0. MARTIN JACOB E. PETERSON JESSICA L. STOPPEL JEFFREY A. NORRIS Gilmore & Bell, P.C. Wichita, Kansas GPM No. 2, LLC Salina, Kansas Governing Body City of Salina, Kansas Re: Ladies and Gentlemen: CLARK, MIZE & LINVILLE CHARTERED ATTORNEYS AT LAW 129 S. EIGHTH, P.O. BOX 380 SALINA, KANSAS 67402-0380 TELEPHONE: (785) 823-6325 128N. MAIN LINDSBORG, KANSAS 67456 TELEPHONE: (785) 227-2010 116 S. FOURTH, P.O. BOX 99 LINCOLN, KANSAS 67455 TELEPHONE: (785) 524-4466 www.cml-law.com November 16, 2021 Not to Exceed $20,000,000 City of Salina, Kansas Taxable Industrial Revenue Bonds Series 2021 (Great Plains Project) (the "Bonds") C.L. CLARK (1908 -2004) JAMES P. MIZE (1910-1988) AUBREY G. LINVILLE L.O. BENGTSON MICKEY W. MOSIER JOHNW.MIZE RETIRED I am City Attorney for the City of Salina, Kansas (the "Issuer"), and acting as its counsel I have advised the Issuer in connection with its Ordinance No. 21-11086 (the "Ordinance"); a Site Lease dated as of November 1, 2021, between the Issuer and GPM No. 2, LLC (the "Tenant"); a Project Lease dated as of November 1, 2021, between the Issuer and the Tenant, a Trust Indenture dated as of November 16, 2021 between the Issuer, and BOKF, N.A., Kansas City, Missouri, as Trustee; and a Bond Purchase Agreement among the Issuer, the Tenant and GPM No. 2, LLC, Salina, Kansas, as Original Purchaser ( collectively, the "Bond Documents") and certain other certificates and proceedings relating to the issuance by the Issuer of the Bonds and the execution and delivery by officials of the Issuer of the Bond Documents. Acting as such City Attorney, I have become acquainted with the affairs of the Issuer pertaining to the Bonds, and I have examined such documents, certificates and records, and have made such investigations as I have deemed necessary in order to give the opinions expressed herein. November 16, 2021 Page2 You are advised that, in my opinion: 1. The Issuer is a municipal corporation incorporated as a city of the first class, duly organized and existing under the laws of the State of Kansas. 2. The Issuer, acting through a majority of its governing body, did finally pass the Ordinance on November 1, 2021; it has been signed and published as required by law, and is now in full force and effect. 3. The Issuer has full power and authority to issue the Bonds and to execute and deliver the Bond Documents and all other documents reasonably necessary in connection with the transactions contemplated thereby, and the Bonds and the Bond Documents have been executed and delivered by the Issuer in the manner authorized by law and the Ordinance, enforceable in accordance with their terms, except to the extent limited by or subject to bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights, principal of equity or the exercise of judicial discretion. 4. To my actual knowledge, after reasonable investigation, the enactment of the Ordinance, and the execution, delivery and performance of the Bond Documents do not and will not conflict with or constitute on the part of the Issuer a breach or default under (i) any ordinance, agreement, indenture or instrument to which the Issuer is a party, or by which it or any of its property may be bound, or (ii) any regulation, decree or order of any court, agency or governmental body having jurisdiction over the Issuer or any of its property. 5. To my actual knowledge, after reasonable investigation, there is no litigation, proceeding or investigation pending in any court or before any administrative agency or body, or to the knowledge of the officials of the Issuer, threatened, (i) to restrain or enjoin the issuance or delivery of the Bonds, or the execution, delivery or performance by the Issuer of its obligations under the Bond Documents; (ii) in any way contesting or affecting the validity or enforceability of the Ordinance, the Bonds or the Bond Documents; (iii) contesting the powers of the Issuer to issue the Bonds or enter into the Bond Documents; (iv) challenging the acquisition, equipping or operation of the Project (as defined in the Bond Documents); or (v) affecting in any manner the organization of the Issuer or its status as an incorporated city of the State of Kansas. No authority or proceeding for the issuance of the Bonds or the execution and delivery of the Bond Documents has been repealed, revoked or rescinded. I have not been engaged nor have I undertaken to review the accuracy completeness or sufficiency of any offering material relating to the Bonds, except as to the information contained therein regarding the Issuer, and I otherwis_e express no pp inion relating thereto. No opinion is expressed regarding the includability in gross income for Federal income tax purposes, or the exemption from taxation under the laws of the State of Kansas, present or future, of the interest on the Bonds. Very truly yours, CLARK, MIZE & LINVILLE, CHARTERED KUTAKROCK November 16, 2021 City of Salina, Kansas Salina, Kansas Gilmore & Bell, P.C. Wichita, Kansas Kutak Rock LLP Two Pershing Square I 2300 Main Street, Suite 800, Kansas City, MO 64108-2432 office 816.960.0090 BOKF, N.A. Kansas City, Missouri Re: Not to Exceed $20,000,000 Taxable Industrial Revenue Bonds, Series 2021 (Great Plains Project), of the City of Salina, Kansas (the "Bonds") Ladies and Gentlemen: We have acted as counsel for GPM No. 2, LLC (the "Tenant") in connection with the issuance of the Bonds, and in that connection we have examined the originals or copies certified or otherwise identified to our satisfaction of: (a) Articles of Organization of the Tenant and Operating Agreement of the Tenant, all as amended to date; (b) a certificate of recent date of the Secretary of the State of Kansas relating to the legal existence and good standing of the Tenant in Kansas; (c) executed copies of the following documents (collectively, the "Tenant Documents"): (i) a Trust Indenture dated as of November 1, 2021 (the "Indenture") between the City of Salina, Kansas (the "Issuer") and BOKF, N.A., Kansas City, Missouri, as bond trustee (the "Trustee"); (ii) a Site Lease dated as of November 1, 2021 between the Tenant, as lessor, and the Issuer, as lessee; (iii) a Project Lease dated as of November 1, 2021 (the "Project Lease") between the Issuer, as lessor, and Tenant, as lessee; and (iv) a Bond Purchase Agreement dated as of November 1, 2021 (the "Bond Purchase Agreement") between the Issuer, the Tenant and GPM No. 2, LLC, Salina, Kansas, as Original Purchaser; 4860-4147-4819.1 KUTAKROCK City of Salina, Kansas BOKF, N.A. Gilmore & Bell, P.C. November 16, 2021 PAGE2 (d) the proceedings of the managers of the Tenant, authorizing, among other things, the execution and delivery by the Tenant of the Tenant Documents, including the Opinion Certificate effective November 16, 2021; and ( e) such other documents, instruments, certificates and records as we have considered necessary for purposes of this opinion. For purposes of this opinion we have assumed that each of the other parties to the Tenant Documents have all requisite power and authority and have taken all necessary action to execute and deliver the instruments to which it is a party and to effect the transactions contemplated thereby. Based on the foregoing, we are of the opinion that: 1. The Tenant is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Kansas. 2. The Tenant has full power and authority to execute and deliver the Tenant Documents and to perform its obligations thereunder; the Tenant Documents have been duly authorized, executed and delivered by the Tenant, and, subject to the qualification stated in the last paragraph of this opinion, each is a valid, legally binding obligation of the Tenant enforceable against the Tenant in accordance with its terms. 3. The execution and delivery of the Tenant Documents, and the performance by the Tenant of its obligations thereunder, do not and will not constitute a material default under, or conflict with or violate any material provisions of, the Tenant's Articles of Organization or Operating Agreement, both as amended to date, or applicable law, and do not and will not materially conflict with or violate or result in a material adverse effect on the Tenant under any indenture, mortgage, deed of trust, contract, agreement or other instrument to which it is a party, or any administrative regulation or court decree. 4. Except as disclosed in the Tenant's Closing Certificate, to our knowledge there is no litigation, proceeding or investigation by or before any court, public board or body, pending, or threatened, against or affecting the Tenant, its officers or property, challenging the validity of the Tenant Documents, or seeking to enjoin any of the transactions contemplated by such instruments or the performance by the Tenant of its obligations thereunder, or challenging the acquisition or operation of the Project. Further, to our knowledge, there is no litigation, proceeding, or investigation pending or threatened against the Tenant, its officers or property except (i) that arising in the normal course of the Tenant's business operations, and being defended by or on behalf of the Tenant, in which the probable ultimate recovery and estimated defense costs and expenses, in the opinion of the Tenant's management, will be entirely within applicable insurance KUTAKR OCK City of Salina, Kansas BOKF,N.A. Gilmore & Bell, P.C. November 16, 2021 PAGE3 policy limits (subject to applicable self-insurance, retentions and deductibles), or (ii) that which, if determined adversely to the Tenant, would not, in the opinion of the Tenant's management, materially adversely affect the Tenant's operations or condition, financial or otherwise. Our opinion that the Tenant Documents are enforceable in accordance with their terms is qualified to the extent that enforcement of the rights and remedies created by them is subject to bankruptcy, insolvency, reorganization and similar laws of general application affecting the rights and remedies of creditors and secured parties, and that the availability of the remedy of specific enforcement or of injunctive relief is subject to the discretion of the court before which any proceedings therefor may be brought. This opinion is delivered to you by us as counsel for the Tenant and is solely for your use and reliance in connection with the issuance and sale of the Bonds and may not be used or relied upon by any other person for any purpose without our prior written consent. 4861-3981-2098. I EXHIBIT A OPINION CERTIFICATE (See Attached) OPINION CERTIFICATE This Opinion Certificate is made effective this 16th day ofNovember, 2021, by GPMNo. 2, LLC, a Kansas limited liability company (the "Company"), which hereby represents and certifies to Kutak Rock LLP ("Kutak Rock") in order to induce Kutak Rock to issue its legal opinion to the City of Salina, Kansas (the "City"), BOKF, N.A., as trustee (the "Trustee"), and Gilmore & Bell, P.C., as bond counsel ("Bond Counsel"), as a condition to the City's issuance ofup to $20,000,000 in Taxable Industrial Revenue Bonds, Series 2021 (Great Plains Project), as follows: (a) The Company is a limited liability company duly organized and validly existing under the laws of Kansas and is in good standing thereunder. (b) Each of the following instruments (hereinafter collectively referred to as the "IRB Documents"), as executed and/or attested, accepted or approved, and delivered by the Company, are in substantially the same form and text as the forms of such IRB Documents which were accepted, approved or ratified by the Company, and are in full force and effect on the date hereof, and the representative of the Company executing, attesting and accepting or approving the same was authorized by the Company to execute and/or attest, accept or approve, and deliver for and on behalf of the Company: 1. Site Lease dated as ofNovember 1, 2021, between the Company, as lessor, and the City, as lessee; 11. Project Lease dated as of November 1, 2021, between the City, as lessor, and the Company, as lessee (the "Lease"); 111. Bond Purchase Agreement dated as of November 1, 2021, between the Company, as tenant, the City, as issuer, and the Company, as purchaser; 1v. Tenant's Closing Certificate executed by the Company and dated November 16, 2021; and v. Such other documents executed by the Company related to the IRB Documents. ( c) Attached hereto as Exhibit A are true, complete and correct copies of the Company's organizational documents, as applicable: 1. Articles of Organization of the Company filed with the Kansas Secretary of State on October 18, 2007 (the "Organization Certificate"); 11. Operating Agreement of the Company effective as of October 18, 2007 (the "Operating Agreement"); m. Certificate of Good Standing in Kansas dated November 11, 2021; and 1v. Unanimous Written Consent of the Managers of the Company authorizing execution of the IRB Documents dated July 16, 2020; 4861-3981-2098. l and all amendments thereto (the "Organizational Documents"). The Organizational Documents are in full force and have not been revoked, further amended or superseded as of the date hereof. ( d) The execution, delivery and compliance with the provisions of the Organizational Documents and IRB Documents by the Company have not and will not result in or constitute a breach of or default under any indenture, mortgage, deed of trust, lease or other agreement or instrument which the Company is a party or by which it or any of its property is bound, or violate any provision of the Organization Certificate or Operating Agreement, or of any constitutional or statutory provision of the United States of America, or of any order, rule or regulation of any court or governmental authority of the United States of America applicable to the Company or its property, and there are no restrictions to the Company's transfer of a leasehold interest to the City. ( e) All consents, approvals, authorizations or orders of, or registrations or filings with, any court or governmental agency or body required with respect to the Company for the valid execution and delivery by the Company of or the performance of its obligations under the Organizational Documents and IRB Documents have been obtained or made. (f) There is no action, suit or other proceeding pending or threatened against the Company, at law or in equity or before any governmental authority, which might adversely affect the validity or enforceability of the Organizational Documents or IRB Documents or the ability of the Company to perform its obligations under the Organizational Documents or IRB Documents, or which might adversely affect the condition, financial or otherwise, of the Company. (g) The Company has obtained or will obtain, or caused to be obtained, all necessary governmental approvals for the construction and installation of the Project (as defined in the Lease) in the manner contemplated by the Organizational Documents and the IRB Documents. [SIGNATURE PAGE FOLLOWS] 4861-3981-2098. l IN WITNESS WHEREOF, the Company has, through its duly authorized representative, executed this Opinion Certificate as of the Date first set forth above. GPM NO. 2, LLC, a Kansas limited liability company I Name: Title: •·l f : • .·, ,. Opinion Certificate -Salina. KS -nrn. Great Plains --2021 EXHIBIT A COMPANY'S ORGANIZATIONAL DOCUMENTS (See Attached) 4861-3981-2098. l ARTICLES OF ORGANIZATION OF GPM NO. 2, LLC The undersigned, in order to form a Limited Liability Company under the Kansas Revised Limited Liability Company Act, hereby adopts the following Articles of Organization. FIRST: The name of the limited liability company is GPM No. 2, LLC. SECOND: This limited liability company shall exist perpetually. THIRD: The purpose for which the limited liability company is organized is to acquire, purchase, exchange, own, hold, lease and otherwise deal in and with any and all types of properties and investments, real, personal and mixed; and in addition, to engage in any lawful businesses or endeavors for which limited liability companies may be organized and operated under the Kansas Revised Limited Liability Company Act. FOURTH: The address of the Jimited liability company's registered office in the State of Kansas is 1525 E. North Street, Salina, Saline County, Kansas 67401. The name and address of the resident agent of the limited liability company in the State of Kansas is Great Plains Manufacturing, Incorporated, 1525 E. North Street, Salina, Saline County, Kansas 67401. FIFTH: The management of the limited liability company shall be vested in three Managers who shall have continuing exclusive authority to make management decisions necessary to the conduct of the business for which the limited liability company is formed. The name and business address of each initial Manager who shall serve as Manager until the first annual meeting of Members and until his or her successor is elected and qualified is: Roy E. Applequist 1525 E. North Street Salina, Kansas 6740 I Linda L. Salem 1525 E. North Street Salina, Kansas 67401 -I - James M. HalJ IV l 525 E. North Street Salina, Kansas 67401 SIXTH: The original Operating Agreement of the limited liability company shall be adopted by the Members of the limited liability company. These Articles of Organization may be amended or repealed at any time and from time to time by a vote of the Members to the extent then required under the Operating Agreement. IN WITNESS WHEREOF, the undersigned, being a Manager ofthe limited liability company, does hereby certify, make and acknowledge these Articles of Organization this _!,__ day of October, 2007. uKaa L. SalJ'm -2 - OPERA TING AGREEMENT OF GPM NO. 2, LLC A KANSAS LIMITED LIABILITY COMPANY ARTICLE I Name and Location SECTION 1. The name of the Limited Liability Company is GPM No. 2, LLC (the "Company"). · SECTION 2. The principal (and registered) office of the Company in the State of Kansas is 1525 E. North Street, Salina, Saline County, Kansas 67401. SECTION 3. Other offices for the transaction of business of the Company may be located at such places in the State of Kansas or elsewhere as the Members may from time to time determine. ARTICLE II Tenn and Business of Company SECTION l. The term of the Company shall end upon cancellation of the Company's Articles of Organization in accordance with the Act. SECTION 2. The purpose for which the Company is organized is to acquire, purchase, exchange, own, hold, lease and othernrise deal in and with any and all types of properties and investments, real, personal and mixed; and in addition, to engage in any lawful businesses or endeavors for which limited liability companies may be organized and operated under the Kansas Revised Limited Liability Company Act. -1 - ARTICLE III Definitions SECTION 1. For purposes of this Operating Agreement, the following terms shall have the following meanings: (a) "Act" shall mean the Kansas Revised Limited Liability Company Act as the same may be amended from time to time. (b) "Artic1es of Organization" shall mean the Articles of Organization of GPM No. 2, LLC, as filed with the Kansas Secretary of State as the same may be amended from time to time. (c) "Capital Account" as of any given date shall mean the Capital Account of a Member as determined in accordance with the provisions of Article VIII of this Operating Agreement as of that date. (d) "Capital Contribution" shall mean any and all contributions of money or property made by a Member to the Company regardless of when made, and the "Initial Capital Contribution" of a Member shall mean the initial contribution to the capital of the Company made by the Member as set forth on Exhibit "A" to this Operating Agreement. ( e) "Capital Interest" shall mean the proportion that a Member's positive Capital Account bears to the aggregate positive Capital Accounts of all Members whose Capital Accounts have positive balances. (f) "Code" shall mean the Internal Revenue Code of 1986, as it is amended from time to time. (g) "Company" shall mean GPM No. 2, LLC, a limited liability company fonned under the Act. (h) "Deficit Capital Account" shall mean the negative balance, if any, in a Member's Capital Account. (i) "Majority Interest" with respect to a group referred to herein shall mean the Percentage Interests of those within such group which in the aggregate exceed 50% of all Percentage Interests held by all who are included in such group. -2 - U) "Majority Vote" of a group referred to herein shall mean votes within such group which in the aggregate exceed 50% of all of the votes held at such time by all of the members of said group. The written Consent of a party as to an action or matter shall be considered such party's vote as to that action or matter. (k) "Manager(s)" shall mean one or more managers. Specifically, "Manager(s)" shall mean Roy E. Applequist, Linda L. Salem and James M. Hall IV, or any other person or persons that succeed in that capacity. References to the Manager(s) in the singular or as to him, her, it, itself, or other like references shall also, when the context so requires, be deemed to include the plural or the masculine or feminine reference, as the case may be. "Manager" shall mean one of the legal persons who serves as the sole Manager or as one of several "Manager(s)". (}) "Member" shall mean each of the parties to this Operating Agreement who execute it as a Member and each of the parties who subsequently become Members, whether by permissible transfer or admittance as an additional new Meri1ber. The term "Member" shall not include any transferee who does not obtain all the consents to a transfer, if any, required under the provisions of this Operating Agreement and who is therefore prohibited from management participation under Section 17-7618 of the Act, except such transferee shall have the rights to profits or other compensation by way of income and return of contributions allowed under said Section 17-7618 but shall be subject to all options to purchase and rights of first refusal, if any, contained in this Operating Agreement. (m) "Membership Interest" or "Member's Interest" shall mean a Member's entire interest in the Company, including such Member's financial interest in the profits, losses and distributions from the assets of the Company and such Member's right to participate in the management of the business and affairs of the Company, which include the right to vote on, consent to, or otherwise participate in any Member decision or action in accordance with this Operating Agreement and the Act. ( n) 11 Operating Agreement" shall mean this Operating Agreement as the same may be amended from time to time. ( o) "Percentage Interest" of a Member shall mean that particular Member's interest in the profits, losses and rights to receive distributions from assets of the Company as set forth in Article IX of this Operating Agreement, as the same may be adjusted from time to time on account of transfers and admissions of additional Members. -3 - (p) "Regulations" shall mean temporary and final regulations promulgated under the Code as of the date of filing the Articles of Organization and any subsequently issued regulations promulgated under the Code amending or superseding those regulations. ( q) "Transferor" shall mean a Member who sells, assigns or otherwise transfers for consideration or who gifts, bequeaths or otherwise transfers for no consideration (by operation of law or otherwise, except for bankruptcy) all or any portion of a Membership Interest to the extent allowed under the provisions of the Operating Agreement. ARTICLE IV Members SECTION 1. The Company shall maintain, during its existence, accounts, books and other relevant Company documents, which shall be available to each Member. Upon reasonable request, a Member shall have the right during ordinary business hours to inspect and copy Company accounts, books and records at such Member's expense. In addition, the Company shall, upon written request of a Member, provide such Member with a list showing the names, addresses and interests of all of the Members. The name and address of the initial Member of the Company are set forth on Exhibit "A" attached hereto and by reference made a part hereof. SECTION 2. The liability of each Member shall be limited to the extent set forth in this Operating Agreement and the laws of the State of Kansas, including but not limited to the Kansas Revised Limited Liability Company Act (the "Act"). A Member shall not be personally liable for any debts or losses of the Company in excess of such Member's respective capital contribution or obligation, if any, to make one or more capital contributions, except that a Member who rightfully receives a return of all or part of a capita] contribution shall be liable to the Company only to the extent as may be provided from time to time by the Act. A Member who receives a distribution from the Company in excess of that allowed by this Operating Agreement, or made when the Company's liabilities are in excess of its assets (after taking into effect the distribution) is liable to the Company to the extent of such Member's share of such excess distribution, but only for that period of time for which such liability exists under applicable Kansas laws, including but not limited to the Act. SECTION 3. No Member shall have priority over any other Member for the return of capital contributions to Members or for net profits, net losses or djstributions. -4 - SECTION 4. The Company shall have a first lien on a Member's Interest in the Company, on the Member's interests, if any, in the properties and assets of the Company, and on all distributions payable by the Company for the amount of any indebtedness of any kind or nature owed to the Company by such Member. SECTION 5. Additional Members may be admitted to the Company only upon the Majority Vote of the Members. Upon obtaining the required consents or vote, any such additional Member shal1 execute, acknowledge and deliver to the Company such instruments of transfer, assignment and assumption, and such other certificates, representations and documents, and perform all other acts that the Manager(s) may deem necessary or desirable to confirm that the new Members have accepted, assumed and agreed to, be subject and bound by all of the terms, obligations and conditions of this Operating Agreement, as amended, and to cause the Company to remain lawfully organized and qualified in each jurisdiction in which the Company is organized, qualified or doing business, and to maintain the status of the Company as a partnership for federal and state income tax purposes, and to assure compliance with all applicable laws and regulations, including but not limited to those relating to partnership taxation and laws and regulations relating to securities. No new Member shall be entitled to any retroactive allocation of losses, income, or expense deductions incurred by the Company, and the existing Members may, at their option, at the time a new Member is admitted, close the Company books as though the Company's tax year had ended, or make pro rata allocations of loss, income and expense deductions to a new Member for that portion of the Company's tax year in which a Member was admitted in accordance with the provisions of Code Section 706( d) and the Regulations promulgated thereunder. ARTICLE V Members' Meetings SECTION I. An annual meeting of the Members of the Company shall be held at such place, either within or without the State of Kansas, as may be designated by the Manager(s), or by Majority Vote of the Members, or if not so designated, at the registered office of the Company in the State of Kansas, on the second Tuesday in February of each year; provided that whenever such day sha1l fall upon a legal holiday, the meeting shall be held on the next succeeding business day. At the annual meeting of the Members, the Manager(s) of the Company shall be elected by Majority Vote. SECTION 2. A special meeting of the Members may be called and held at such place, either within or without the State of Kansas, as may be designated by the Manager(s), or by any -5 - Member, and if the place of the meeting is not so designated, at the registered office of the Company in the State of Kansas. SECTION 3. Whenever the Members are required or permitted to take any action at a meeting, a written notice of the meeting shall be given which shall state the place, date and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called. The written notice of any meeting shall be given not less than ten ( 10) nor more than sixty ( 60) days before the date of the meeting to each Member entitled to vote at such meeting. If such notice is mailed, such notice shall be deemed to have been given when deposited in the United States Mail, postage prepaid, directed to the Member at such Member's address as it appears on the records of the Company. Whenever notice is required to be given hereunder, a written waiver thereof, signed by the Member entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting except when the person attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at nor the purpose of any annual or special meeting of the Members need be specified in any written waiver of notice. SECTION 4. The Members may take action required or permitted to be taken at a meeting of the Members without a meeting if the action is evidenced by one or more written Consents describing the action taken, signed by Members entitled to vote having not less than the minimum number of votes necessary to authorize or take such action at a meeting, and included in the minutes of the Company fi1ed in the Company records. Any action taken under this Section is effective when said number of Members enti tied to vote have signed the Consent, unless the Consent specifies a different date of effectiveness. The record date for determining Members entitled to take action without a meeting shall be the date the first Member signs a written Consent. SECTION 5. When any notice is required to be given to any Member, a waiver of such notice in writing signed by the Member entitled thereto, shal1 be the equivalent of giving of such notice, whether such waiver is signed prior to, at or subsequent to the time stated therein. SECTION 6. At each meeting of the Members, each Member shall be entitled to that number of votes as equals such Member's Percentage Interest in the Company that such Member holds of record on the books of the Company in such Member's name, and may cast such vote either in person or by proxy. Unless a greater requirement is otherwise specifica1Iy provided for in the Articles of Organization ofthe Company, or in this Operating Agreement or in the Act, an action, approval, resolution or matter shall be deemed adopted by the Members upon an affirmative Majority Vote. Each Member entit]ed to vote at a meeting of -6 - the Members or to express consent or dissent to Company action in writing without a meeting may authorize another person or persons to act for such Member by written proxy. A written proxy shall be valid for three (3) years unless the Member executing it specifies therein the length and time for which such proxy is to continue in force. All proxies shall be in writing, filed with the Secretary of the meeting, either before or after the time of such meeting, and by the Secretary entered or recorded in the minutes of such meeting. SECTION 7. A quorum for the transaction of business at any meeting shall consist of one or more Members, represented in person or by proxy, who collectively own and hold a majority of the Percentage Interests in the Company held by all Members of the Company, but the Members present or represented at any meeting thereof, less than a quorum, may adjourn the meeting from day-to-day or to a future date or place. Whenever such meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At any adjourned meeting, the Members may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each Member of record entitled to vote at the adjourned meeting. SECTION 8. The record date for determining Members entitled to notice of or to vote at a meeting of the Members shall be at the close of business on the day next preceding the day on which such notice is given. SECTfON 9. If any Member of the Company has voting power standing of record in the name of two or more persons, whether fiduciaries, members of a partnership, joint tenants, tenants in common, or otherwise, such Member's Interest in the Company may be voted as follows: (a) If only one votes such Membership Interest in the Company, his, her or its act shall bind all of them; (b) If more than one of them votes such Membership Interest in the Company, the act of the majority so voting shall bind all of them; and ( c) If more than one of them votes such Membership Interest in the Company but votes are evenly split on any particular matter, each faction may vote the Membership Interest in question proportionately; -7 - unless the Secretary is given written notice to the contrary and is furnished with a copy of the instrument or order appointing them or creating the relationship wherein it is otherwise provided. SECTION 10. The Members shall have the power, by Majority Vote, at a meeting called for that purpose, to remove any officer or agent from office, to remove any Committee member from office and to dissolve or modify any Committee established by the Members. SECTION 11. At each annual Members' meeting, there sha1I be submitted a statement of the business done during the preceding year, together with a report of the general financial condition of the Company and of the condition of its tangible property. SECTION 12. All elections of Manager(s) shall be by written ballot if requested by any Member entitled to vote, but no written ballot shall be required unless the number of persons nominated as Manager(s) exceeds the number of persons to be elected as Manager(s). At all elections of Managers, each Member shall be entitled to as many votes as shall equal such Member's Percentage Interest in the Company multiplied by the number ofManager(s) to be elected, and such Member may cast all of such votes for a single Manager or may distribute them among the number to be voted for or any two or more of them as he or she may see fit. ARTICLE VI Management of Companv SECTION 1. The business and affairs of the Company shall be managed by one or more Manager(s). The initial Manager(s) shall consist of the person (persons) designated in the Articles of Organization, and the number of Manager(s) may thereafter be increased or decreased by a Majority Vote of the Members at any annual or special meeting of the Members. Each Manager shall hold office until his successor is elected and qualified or until his earlier resignation or removal. A Manager need not be a Member of the limited liability company, nor a resident of the State of Kansas. SECTION 2. The annual meeting of the Manager(s) shall b~ held immediately after the adjournment of each annual meeting of the Members. SECTION 3. A special meeting of the Manager(s) may be called at any time or place, within or without the State of Kansas, by any one of the Manager(s), or by Members who in the aggregate possess votes constituting a Majority Vote. Any action required or permitted to be taken at any meeting of the Manager( s) may be taken without a meeting, if all Manager( s) -8 - consent thereto in writing and the writing or writings are filed with the minutes of proceedings of the Manager(s). SECTION 4. Notice of all regular and special meetings of the Manager(s) shall be mailed to each Manager at least two days prior to the time fixed for such meeting. All notices of special meetings shall state the purpose thereof and the place where the meeting is to be held. Whenever notice is required to be given hereunder, a written waiver thereof signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a Manager at a meeting of the Manager(s) sha11 constitute a waiver of notice of such meeting except when the Manager attends the meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfu1ly called or convened. Neither the business to be transacted at nor the purpose of any meeting of the Manager(s) need be specified in any written waiver of notice of such :neeting. SECTION 5. The Manager(s) may take action required or permitted to be taken at any meeting of the Manager(s) without a meeting if the action is evidenced by one or more written Consents describing the action taken, signed by Manager(s) having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting, and included in the minutes of the Company filed in the Company records. Any action taken under this Section is effective when said number ofManager(s) entitled to vote have signed the Consent, unless the Consent specifies a different date of effectiveness. The record date for determining Manager( s) entitled to take action without a meeting sha11 be the date the first of the Manager(s) signs a written Consent. SECTION 6. A quorum for the transaction of business at any meeting of the Manager(s) shall consist of a majority of the Manager(s), but the Manager(s) present, although less than a quorum, shall have the power to adjourn the meeting from day to day, or to some future date. SECTION 7. A vacancy in a Manager position and newly created Manager(s) resulting from any increase in the authorized number ofManager(s) may be filled by a Majority Vote of the Members. SECTION 8. The Members shall have the power, by a Majority Vote, to remove any Manager from office, to remove any agent or Committee Member from office, and to dissolve or modify any Committee established by the Members or by the Manager(s). SECTION 9. The Manager(s) shall have the authority to appoint such Managing Officers, Secretaries, General Managers or other officers and agents as may be deemed necessary or advisable, and to fix the salaries thereof, and to appoint executive or other committees to -9 - perform such duties and have such powers and authority as may be delegated and granted to such committee by the Manager(s). SE CTI ON 10. The Manager( s) shall direct, manage, and control the business of the Company to the best of their ability. Except for situations in which the approval of the Members is expressly required by this Operating Agreementorbynon-waivableprovisions of applicable law, the Manager(s) shall have full and complete authority, power and discretion to manage and control the business, affairs, and properties of the Company, to make all decisions regarding those matters, and to perform any and all other acts or activities customary or incident to the management of the Company's business. At any time when there is more than one Manager, such action may be taken by one or more of the Manager( s) unless the approval of more than a majority of the Manager( s) is expressly required pursuant to this Operating Agreement or the Act. The Manager(s) shall, in their sole discretion, have full power in the day-to-day management of the business and affairs of the Company, in the ordinary course of carrying out its businesses, including the following: ( a) To establish and maintain one or more bank accounts in the name of the Company, in such banks as may be chosen by the Manager(s), and to deposit in said accounts and withdraw therefrom, monies received by or on behalf of the limited liability company; (b) To sell, without notice, at public or private sale, and to convey, mortgage, refinance, lease for any term, pledge, partition, appraise, apportion, divide in kind, borrow on, hypothecate or give options for any and all of the property of the Company, whether realty or personalty, upon such terms and conditions as the Manager(s) may deem to be in the best interests of the Members and in so doing to execute all necessary deeds, mortgages or other instruments; ( c) On behalf of the Company, to purchase, acquire, own, lease, develop, manage and operate, either directly or indirectly, improved or unimproved real estate and personal property, tangible or intangible ( or any interest or interests therein) and to carry on all activities related thereto and to invest and reinvest any properties, funds or monies of the Company, in such property, real or personal, as may be consistent with the purposes of the Company~ (d) To borrow money for any purpose in connection with the operation of the businesses of the Company, and to mortgage, grant a security interest in, encumber, pledge or hypothecate all or any part of the property of the Company, as security therefor; -10 - ( e) To acquire, utilize for the purposes of the Company, and operate, improve and develop any property of the Company; ( f) To improve or develop real estate, to construct, alter, demolish or repair buildings, structures or other improvements on real estate; to enter into construction contracts for the improvement or development of real estate and the construction, alteration, demolition or repair of buildings, structures or other improvements on real estate; to settle boundary lines and easements and other rights with respect to real estate; and to partition and to join co-owners and others dealing with real estate in any way; (g) To retain, without liability, any property in the form itis received without regard to its productivity or the proportion that any one asset or class of assets may bear to the whole; (h) To register or take title to assets of the Company, in its name or in the name of a nominee, with or without disclosing the identity of the principal or agent; or pennit securities to be registered in "street name" under a custodial arrangement with an established securities brokerage firm, trust department, or other custodian; (i) To enter into contracts and business undertakings to further the Company purposes and to execute and accept any instrument, conveyance, or agreement incident to the limited liability company's business or propertywithout any Member's joinder, ratification, or consent, and to perform the limited liabihty company's obligations, and exercise a11 the 1imited liability company's rights, under any agreement to which the Company or its nominee is a party; (j) To acquire and detem1ine amounts of insurance coverages required by the purposes, property, or businesses of the Company; (k) To open and maintain bank and investment accounts and arrangements, draw checks and other orders for paying money, and designate individuals with authority to sign or give instructions with respect to those accounts and arrangements; (I) To maintain the properties of the Company in good order; (m) To pay from the funds of the Company, such assessments, expenses or sums of money as the Manager(s) deems expedient in respect of any -11 - property of the Company, and pay other debts, obligations and expenses of the Company; (n) To employ such agents, accountants, attorneys and counsel as may be reasonably necessary or desirable in the operation of the businesses of the Company, and to pay them from funds of the Company, reasonable compensation therefor; (o) To compromise, settle or arbitrate any claims in favor of or against the Company, and collect sums due the Company; (p) To vote, in person or by proxy, any stock held by the Company, and to exercise any and all rights of stockholders, bondholders and security holders, with respect to any stocks, bonds or other securities, including the exercise of subscription rights and conversion privileges, and to participate in voting trusts with other stockholders and in consolidation, merger, reorganization or financial readjustment of any corporation or corporations, including the exchange of stock and securities in connection therewith; (q) To carry out the purposes of the Company, through other partnerships, corporations, limited liability companies, or other entities, and to act on the Company's behalf in its capacity as a partner; limited partner or member in any partnership, limited partnership, or limited liability company, including in the Manager(s)' sole discretion granting or withholding the consent or approval of the Company on any matter requiring such consent or approval; (r) To execute all deeds, contracts, bonds and other instruments on behalf of the Company, and necessary to effect any of the foregoing; and (s) To do any and all other acts and things necessary or desirable for the proper management and conduct of the businesses of the Company in the ordinary course of business; provided, however, notwithstanding the foregoing, the dissolution and winding up of the Company, the sale, exchange, lease, mortgage, pledge or other transfer of all or substantially all of the assets of the Company, the changing of the nature of the business of the Company or the merger or consolidation of the Company shall require the affirmative Majority Vote of the Members of the Company. SECTION l 1. The Manager(s) shall perform their managerial duties in good faith, in a manner they reasonably believe to be in the best interests of the Company, and with such care -12 - as an ordinarily prudent person in a like position would use under similar circumstances. A Manager who so performs the duties of Manager shall not have any liability by reason of being or having been a Manager of the Company. A Manager does not, in any way, guarantee the return of the Members' capital contributions or a profit for the Members from the operations of the Company. A Manager shaU not be liable to the Company or to any Member for any loss or damage sustained by the Company or any Member, unless the loss or damage shall have been the result of fraud, deceit, gross negligence, willful misconduct, or a wrongful taking by the Manager. SECTION 12. The Manager(s) shall not be required to manage the Company as their sole and exclusive function and they may have other business interests and may engage in other activities in addition to and competitive with those relating to the Company. Neither the Company nor any Member shall have any right, by virtue of this Operating Agreement, to share or participate in such other investments or activities of the Manager( s) or in the income or proceeds derived therefrom. The Manager(s) shall incur no liability to the Company or to any of the Members as a result of engaging in any other business or venture. SECTION 13. To the maximum extent permitted under the Act, the Company shall indemnify the Manager(s) and make advances for expenses. The Company shall indemnify its employees who are not Manager(s) to the fullest extent permitted by law, provided that the indemnification in any given situation is approved by a Majority Vote of the Members. SECTION 14. Any Manager of the Company may resign at any time by giving written notice to the Members of the Company. The resignation of any Manager shall take effect upon receipt of that notice or at such later time as shall be specified in the notice; and, unless othen.vise specified in the notice, the acceptance of the resignation shall not be necessary to make it effective. The resignation of a Manager who is also a Member shall not affect the Manager's rights as a Member and shall not constitute the withdrawal of a Member. SECTION 15. The salaries and other compensation of the Manager(s) shall be fixed from time to time by an affirmative Majority Vote of the Members, and no Manager shall be prevented from receiving that salary because the Manager is also a Member of the Company. ARTICLE VII Capital Contributions SECTION 1. As such Member's initial capital contribution, each Member shall contribute to the Company such cash ancL'or property as is set forth opposite such Member's name on Exhibit "A" attached hereto and by reference made a part hereof. -13 - SECTION 2. No Member shall be required to make any additional contribution to the capital of the Company; provided, however, this Section 2 shall not be deemed to prohibit the Members from malcing additional contributions to the capital of the Company if Members, by Majority Vote, consent to the same and in the event that the Members consent to have an additional contribution to the capital of the Company, each Member shall have the opportunity, but not the obligation, to participate in such additional capital contribution in proportion to such Member's Percentage Interest in the Company as it relates to the total of al1 Members' Percentage Interests in the Company who are participating. ARTICLE VIII Capital Accounts SECTION 1. On the books and records of the Company, there shall be established and maintained a separate Capital Account for each Member. A Member's Capital Account shall be increased by: ( a) The amount of money contributed by the Member to the Company, whether initially or by additional contribution to capital; and (b) The fair market value of property contributed by the Member to the Company (after deduction of liabilities); and (c) (d) 705(a)(l)(B). The Member's share of net profits of the Company; and Al1ocations to the Member ofincome described in Code Section Each Member's Capital Account shall be decreased by: (a) The amount of money distributed by the Company to the Member; and (b) The fair market value of property distributed to the Member by the Company ( after deduction of liabilities against such properties); and ( c) The Member's share of Company loss and deduction; and ( d) Allocations to the Member of expenses described in Code Section 705(a)(2)(B). -14 - The Capital Accounts of the Members are intended to be established and maintained in accordance with the requirements of Section 704(b) of the Code and the Treasury Regulations issued and promulgated thereunder. If it is the opinion of the accountants of the Company that it is necessary to modify the manner in which the Capital Accounts of the Members are to be handled in order to comply with Section 704(b) of the Code and related Treasury Regulations, then notwithstanding anything set forth in this Section l, the methodology shall be so modified; provided, however, no such modification of the methodology of maintaining Capital Accounts hereunder shall materially change the economic agreement and arrangements between and among the Members. SECTION 2. Ifa transfer of a Membership Interest is permitted, the transferee shall succeed to the Capital Account of the transferor to the extent it relates to the transferred Membership Interest. If any such transfer is not all of the transferor's interest, then the transferor's Capital Account balance shall be deemed to have been transferred pro rata in proportion to that part of the interest transferred. ARTICLE IX Allocations and Distributions SECTION 1. The net profits or net losses of the Company for each taxable year shall be allocated to the initial Member as follows: Great Plains Manufacturing, Incorporated (the "Percentage Interests"). 100% SECTION 2. Except as otherwise provided herein, all distributions of cash or other property shall be made at such time and from time to time as may be specified by a Majority Vote of Members. Distributions shall be made to Members in proportion to Percentage Interests unless otherwise mutually agreed upon by all Members. SECTION 3. For purposes of determining to whom distributions are to be made, the date on which the resolution declaring the distribution is adopted shall be the record date for making such detem1ination. SECTION 4. No distribution shall be declared and paid unless after the distribution is completed, the assets of the Company are in excess of all liabilities of the Company, exclusive ofliabilities to Members. -15 - SECTION 5. The profits and losses of the Company shall be determined in accordance with accounting principles applied on a consistent basis using the cash method of accounting. SECTION 6. No Member shall be entitled to interest with respect to capital contributions or to the return of his or her capital contributions, except as otherwise provided in this Operating Agreement. SECTION 7. This Operating Agreement shall not be construed to prevent any Member from making secured or unsecured loans to the Company if such loans are agreed to by the Company by Majority Vote of the Members. SECTION 8. The accounting period of the Company shall be the calendar year. ARTICLEX Transfers of Membership Interests SECTION I. In addition to the other requirements of this Article X concerning the transfer of a Member's Interest in the Company, as a condition to recognizing the effectiveness of any sale or gift and the substitution of a new Member, the remaining Members may require the transferring Member and the proposed transferee to execute, acknowledge and deliver to the Company such -instruments of transfer, assignment and assumption and such other certificates, representations and documents, and to perform all other acts that the remaining Members may deem necessary or desirable to confirm that the transferee has accepted, assumed and agreed to be subject and bound by all of the terms, obligations and conditions of this Operating Agreement, as amended, to cause the Company to remain lawfully organized and qualified in each jurisdiction in which the Company is organized, qualified or doing business, to maintain the status of the Company as a partnership for federal and state income tax purposes, or to assure compliance with all applicable laws and regulations, including but not limited to those relating to partnership taxation and Jaws and regulations relating to securities. SECTION 2. Notwithstanding a provision in this Operating Agreement to the contrary, no Member may sell, transfer or assign, in whole or in part, such Member's Interest in the Company if such transfer or assignment would cause a termination of the Company as a partnership for federal or state income tax purposes, nor shall any Member sell, assign or otherwise transfer such Member's Interest in the Company, in whole or in part, unless the interests are registered under the Securities Act of 1933 and any applicable state securities laws, or unless the remaining Members determine that the interest may be transferred in reliance on an exemption from such registration requirements. I tis the understanding of each -16 - Member that the Company has no obligation or intention to register the interests in the Company for resale under any federal or state securities laws or to take any action (including the filing of reports or the publication of infonnation required by any rules promulgated by the Securities and Exchange Commission, under the Securities Act of 1933 or under any state securities law) which would make available an exemption from the registration requirements of such laws. If desired, the remaining Members may require that the transferring Member obtain, at the expense of the transferring Member, an opinion of counsel acceptable to the Company to the effect that the proposed transfer will not cause a termination of the Company as a partnership for federal or state income tax purposes, and an opinion of counsel acceptable to the Company to the effect that the proposed transfer would not cause the Company or any of the Members to be in violation of any federal or state securities laws or regulations, which opinions of counsel shall be obtained at the sole expense of the transferring Member unless otherwise agreed by all of the Members. ARTICLE XI Dissolution SECTION 1. The Company shall be dissolved upon occurrence of any of the following events: (a) When the period fixed for the duration of the Company as set forth in Section I of Article II hereof expires; (b) (c) under the Act. By a Majority Vote of the Members; Occurrence of any other event which gives rise to dissolution SECTION 2. In connection with such dissolution, the business and affairs of the Company shall be wound up, but its separate existence shall continue until a Certificate of Dissolution has been issued by the Kansas Secretary of State or until a decree dissolving the Company has been entered by a court of competent jurisdiction. SECTION 3. The Company shall: (a) Proceed to collect its assets; (b) Convey and dispose of such of its properties as are not to be distributed in kind to its Members; -17 - (c) Pay, satisfy or discharge its liabilities and obligations or make adequate provisions for the payment or discharge thereof; and ( d) Do all other acts required to liquidate its business and affairs. SECTION 4. After paying or discharging all ofits obligations or making adequate provision for payment or discharge thereof, the Company shall distribute the remainder of its assets, either in cash or in kind, among the Members according to their respective rights and interests, as folJows: (a) If the assets of the Company are to be distributed in kind, such assets shall be distributed at their net fair market values in such proportions and manner as may be agreed upon by all of the Members. In each such case, those assets shall be deemed to have been sold as of the date of dissolution for their respective fair market values, and the capital accounts of the Members shall be adjusted pursuant to the provisions of this Operating Agreement to reflect such hypothetical sale. (b) The positive Capital Account balance, if any, of each Member shall be distributed to such Member, either in cash or in kind, as determined by mutual agreement of the Members, with any assets being distributed in kind being valued for purposes of distribution at their respective fair market values. ( c) Any excess shall be distributed to the Members in accordance with their Percentage Interests. If a Member has a deficit or negative capital account balance, after taking into effect all transactions, a11ocations and adjustments for all taxable years, including the year during which such liquidation occurs, the Member shall have the obligation to make a supplemental capita] contribution to replenish such deficit or negative capital account balance, and such negative capital account balance shall be considered a debt owed by the Member to the Company. After winding up, liquidating and distributing the assets of the Company as aforesaid, the Company shall be terminated and appropriate representatives of the Company, including the Members, shall comply with all applicable requirements of applicable laws pertaining to the winding up of the Company's business and affairs and the final distribution of its assets. SECTION 5. When all debts, liabilities, and obligations of the Company have been paid or discharged, or adequate provision has been made therefor, and all of the remaining property and assets of the Company have been distributed to the Members, a Certificate of Dissolution shall be prepared in accordance with the Act and filed with the Kansas Secretary of State's office in accordance with the Act. -18 - SECTION 6. Unless otherwise expressly provided by law or in this Operating Agreement, each Member, upon dissolution, shall look only to the assets of the Company for the return of such Member's capital. If, after payment of the debts and liabilities of the Company, the net assets of the Company then remaining are insufficient to return the capital of a Member, such Member shall have no recourse against any other Members. ARTICLE XII Books of Account and Records SECTION I. Accurate and complete books and records shall be kept by the Company which shall reflect accurately all transactions and other matters relating to the Company's businesses in a manner customary ahd usual for businesses of similar type. Such books and records shall be maintained at the principal offices of the Company and shall be available to all Members for reasonable inspection and examination by Members and their representatives during reasonable business hours. SECTION 2. The Company shall keep at its principal place of business the following records: (a) A listing of the names and last known residences and mailing addresses of each Member. (b) An executed copy of the Articles of Organization of the Company, as amended; (c) An executed copy of this Operating Agreement, as it may from time to time be amended; (d) Copies of the federal, state, and local income tax returns and reports, if any, of the Company for its last six taxable years; ( e) Copies of any financial statements of the Company for its three most recent years; and (f) A minute book containing minutes of every annual meeting of the Members, every special meeting of the Members, annual, regular and special meetings of Managers, and any written consents signed by Members or Managers for actions taken without a meeting. -19 - ARTICLE XIII Investment Representations SECTION 1. The Members signing this Operating Agreement and any person who subsequently becomes a Member of the Company, acknowledge that they understand: (a) That Membership Interests in the Company have not been registered under the Securities Act of 1933, or any state securities laws, as the Company is issuing and will issue Membership Interests in reliance upon exemptions from registration requirements of such laws providing for issuance of securities not involving a public offering; (b) That the Company has and is relying on the fact that each Member is and will acquire the interest in the Company to be held for investment; and ( c) That if an interest in the Company is acquired by a Member with a view to distribution, such exemptions from registration under applicable securities laws would not be available. SECTION 2. Each Member signing this Operating Agreement and each subsequent Member of the Company, by becoming a Member, hereby represents, warrants and agrees that: (a) Such Member is acquiring an interest in the Company for such Member's own account, for investment and not with a view to resale or distribution; (b) Such Member will not sell, transfer, or offer for sale any interest in the Company unless there is an effective registration or other qualification relating thereto under the Securities Act of 1933 and all applicable state securities laws or unless such Member delivers to the Company, an opinion of counsel, satisfactory to the Company, to the effect that registration or other qualification is not required in connection with such transfer, offer, or sale, insofar as the Securities Act of 1933 and applicable state securities laws are concerned; provided, however, this requirement may be waived by Majority Vote of the Members; ( c) Such Member understands that the Company is under no obligation to register Membership Interests or to assist any Member in complying with any exemption from registration under applicable securities laws if such Member desires in the future to dispose of an interest in the Company; -20 - ( d) Such Member has had made available to him by the Company all information necessary for such Member to make an informed decision in connection with the acquisition of an interest in the Company as a Member and has been supp1ied with such information as such Member deems necessary and has made such investigations as such Member deems necessary; (e) Such Member understands that such Member must bear the economic risk of an investment in the Company for an indefinite period of time because Company interests are not registered under applicable securities laws and may not be resold unless subsequently registered or unless an exemption from such registration is available; that no representations or warranties have been made by the Company or any Company representative and such Member is relying upon such Member's own independent investigation of information; that if and to the extent required by applicable securities laws, such Member has consulted with representatives such as attorneys, accountants and others who have analyzed this Operating Agreement and related documents and instruments on such Member1s behalf; and that such Member has made other investments of similar nature, and, by reason of the Member's business and financial experience and the business and financial experience of those persons such Member has retained to advise him or her with respect to an investment in the Company, such Member has acquired a capacity to evaluate the merits and risks of an investment in the Company. ARTICLE XIV Miscellaneous Provisions SECTION 1. Any notice, demand or communication required or permitted to be given by any provision of this Operating Agreement shall be deemed to have been sufficiently given or served for all purposes if delivered personally to the party or to an official representative of the party to whom the same is directed, or if sent by registered or certified mail, postage prepaid, addressed to the last known address of the party to whom such notice is to be served as set forth in the records of the Company. Unless otherwise specifically provided in this Operating Agreement or the Act, any such notice shall be deemed to have been given three (3) business days after the date on which the same was deposited in the United States mail, addressed as set forth herein. SECTION 2. Each Member irrevocably waives any rights that such Member may have to maintain any action for partition with respect to any property of the Company. -21 - SECTION 3. This Operating Agreement shall be governed and construed in accordance with the laws of the State of Kansas, including but not limited to the Kansas Revised Limited Liability Company Act. SECTION 4. Each Member, including each future Member, hereby agrees to execute such other and further statements, powers of attorney, instruments and documents necessary for the Company to comply with any applicable laws, rules, or regulations or to perfonn on behalfof such Member as required by this Operating Agreement. SECTION 5. Headings in this Operating Agreement and other titles and captions used in this Operating Agreement are for convenience only and shall not be considered in construing or interpreting any provisions of this Operating Agreement. SECTION 6. No waiver of any breach of any covenant or agreement herein contained shall operate as a waiver of any subsequent breach of the same covenant or agreement or as a waiver of any breach of any other covenant or agreement and in the case of a failure of any party to insist on strict perfonnance of any covenant or condition of this Operating Agreement, such failure shall not prevent the offended party from its right to exercise any of its rights and remedies provided for herein with respectto any such default or defaults occurring subsequently. SECT I ON 7. The rights and remedies provided in this Operating Agreement are cumulative and the use of any one right or remedy by any party shall not preclude or waive the right to use any or al1 other remedies, and the rights and remedies set forth herein are given in addition to any other rights the parties may have under applicable laws, rules and regulations. SECTION 8. If any provision of this Operating Agreement shall be unenforceable to any extent, the remainder of this Operating Agreement and its application shall not be adversely affected thereby and such remainder shall be enforceable to the maximum permitted by law. SECTION 9. No provision of this Operating Agreement shall be construed to be for the benefit of or enforceable by any creditor of the Company. SECTION 10. This Operating Agreement and its terms and provisions shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, legal representatives, successors and assigns, to the extent permitted by the foregoing provisions of this Operating Agreement; provided, however, the provisions of this Section l O shall not be deemed or construed to authorize any transfer (whether by gift or sale) or assignment not otherwise allowed under the foregoing provisions of this Operating Agreement. -22 - SECTION 11 . This Operating Agreement may be executed in counterparts, each of which shall be deemed an original although all of which shall constitute one and the same instrument, when at ]east one copy of this Operating Agreement has been signed by each of the undersigned Members. SECTION 12. The undersigned intend that the rule against perpetuities and any similar mies of law shall not apply to the provisions of this Operating Agreement; provided, however, notwithstanding anything to the contrary set forth herein, if any provision of this Operating Agreement would be invalid or unenforceable because of the rule against perpetuities or any similar rule of law but for this Section 12, the undersigned hereby agree that any future interest which is created pursuant to said provisions shall cease if it is not vested within twenty-one (2 I) years after the death of the survivor of a group consisting of the undersigned initial Members of the Company and their issue who are living on the date of this Operating Agreement. SECTION 13. Roy E. Applequist is hereby designated as the "Tax Matters Partner", as such term is defined in the Code. The Tax Matters Partner shall cause the preparation and timely filing ofall tax returns required to be filed by the Company pursuant to the Code and all other tax returns deemed necessary and required in each jurisdiction in which the Company does business. All elections permitted to be made by the Company under federal and state laws shall be made by the Tax Matters Partner, in the Tax Matters Partner's sole discretion, provided that the Tax Matters Partner shall make any election requested by a Majority Vote of the Members. ARTICLE XV Amendments SECTION 1. Except to the extent otherwise provided in the Articles of Organization of the Company, this Operating Agreement and any of the provisions hereof may be amended only by a Majority Vote of the Members. -23 - The undersigned hereby agrees, acknowledges and certifies that the foregoing Operating Agreement constitutes the Operating Agreement of GPM No. 2, LLC, as adopted by the initial Member of the Company effective as of the date on which the Articles of Organization of the Company were filed with the Kansas Secretary of State's office. MEMBER: GREAT PLAINS MANUFACTURING, fNCORPORA TED, a Kansas corporation /J /71~ . BY: f< '(6,/,1 t,.--==----·=1"_.;-__ -___ _ Roy E. Ap · equist, President -24 - THE NAME AND ADDRESS OF THE INITIAL MEMBER OF GPM NO. 2, LLC AND THE INITIAL PERCENT AGE INTEREST AND INITIAL CAPITAL CONTRIBUTIONS ARE AS FOLLOWS: Member Great Plains Manufacturing, Incorporated 1525 E. North Street Salina, Kansas 67401 Initial Percentage Interest 100% Exhibit "A" Initial Capital Contributions $60,000.00 11/12/21. 5:18AM STATE OF KANSAS OFFICE OF SECRETARY OF STATE SCOTT SCHWAB https://www.kansas.gov/bess/ffow/main ?execution=e2s 1 T, SCOTT SCHWAB, Secretary of State of the state of Kansas, do hereby certify, that according to the records of this office. Business Entity JD Number: 4129474 Entity Name: GPM NO. 2, LLC Entity Type: DOM: LTD LIABIUTY COMPANY State of Organization: KS was filed in this office on October 18, 2007, and is in good standing, having fully complied with all requirements of this office. No information is available from this office regarding the financial condition, business activity or practices of this entity . ...-..,,.. ,_ __ .P $ )> 4.!t-- ~ I In testimony whereof I execute this certificate and affix the seal of the Secreta1y of State of the state of Kansas on this day of November 11, 2021 SCOTT SCHWAB SECRETARY OF STATE Certificate JD: 1197376 -To verify the validity of this certificate please visit https:/faww.kansas.gov/bess/flow/validate and enter the certificate JD number. htlps://www.kansas.gov/bess/Oow/main?execution=e2s1 1/1 UNANIMOUS WRITTEN CONSENT OF THE MANAGERS OF GPM NO. 2, LLC July U1, 2020 Pursuant to Section 3 of Article VI of the Operating Agreement of GPM No. 2, LLC, a Kansas limited liability company (the "Company"), the undersigned, constituting all of the managers (the "Managers") of the Company, hereby adopt the following resolutions, without the requirement for a meeting, on behalf of the Company and hereby direct that such resolutions be filed with the minutes of the proceedings of the Managers: Purchase and Sale Agreement RESOLVED, that the Managers have determined that it is in the best interest of the Company to enter into a purchase and sale agreement (the "Purchase and Sale Agreement>') by and between the Company, as buyer, and Signify North America Corporation, as seller (the "Seller"), pursuant to which, among other things, the Company will purchase the land described in the Purchase and Sale Agreement and the other "Property" (as such tenn is defined in the Purchase and Sale Agreement) from the Seller; RESOLVED, that each Manager be and hereby is authorized and directed, acting alone or together with any other Manager, to execute and deliver the Purchase and Sale Agreement in the name and on behalf of the Company, with such terms and provisions as the Manager or Managers executing and delivering the same shall approve, such execution and delivery to be conclusive evidence of such approval on behalf of the Managers and the Company; and RESOLVED, that each Manager be and hereby is authorized and directed, acting alone or together with any other Manager, to execute and deliver in the name and on behalf of the Company any amendments to and amendments and restatements of the Purchase and Sale Agreement as the Manager or Managers executing and delivering the same shall approve, such execution and delivery to be conclusive evidence of such approval on behalf of the Managers and the Company. Contract Assignment and Post Closing Lease RESOLVED, that the Managers have determined that it is in the best interest of the Company that the Company enter into an assignment and assumption agreement (the "Contract Assignment") with the Seller in the form attached to the Purchase and Sale Agreement, and that the Company enter into a lease relating to the Property (the "Post Closing Lease") in the form attached to the Purchase and Sale Agreement; RESOLVED, that each Manager be and hereby is authorized and directed, acting alone or together with any other Manager, to execute and deliver the Contract Assignment and the Post Closing Lease in the name and on behalf of the Company, with such tenns and provisions as the Manager or Managers executing and delivering the same shall approve, such execution and delivery to be conclusive evidence of such approval on behalf of the Managers and the Company; and RESOLVED, that each Manager be and hereby is authorized and directed, acting along or together with any other Manager, to execute and deliver in the name and on behalf of the Company such amendments to and amendments and restatements of the Contract Assignment and the Post Closing Lease as the Manager or Managers executing and delivering the same shall approve, such execution and delivery to be conclusive evidence of such approval on behalf of the Company and the Managers. General Authority RESOLVED, that the Company is authorized to perform the payment obligations and other obligations of the Company under the Purchase and Sale Agreement, the Contract Assignment and the Post Closing Lease ( collectively, the "Transaction Documents"), and to engage, without limitation, in such other transactions> arrangements or activities (collectively, the "Related Activities") as are reasonably related to, or incident to, or which will serve to facilitate or enhance for the benefit of the Company and the Managers, the transactions contemplated by these resolutions or any Related Activities. RESOLVED, that each Manager be and hereby is authorized and directed, acting alone or together with any other Manager, in the name of and on behalf of the Company, to execute and deliver, or cause to be executed and delivered, any and all other instruments, certificates, closing statements, tax forms, agreements, letters, consents and documents, and to do or cause to be done all such further acts and things as such Manager deem necessary or advisable, in connection with the transactions contemplated by the Transaction Documents and in order to carry into effect the purposes and intent of the foregoing resolutions; that each Manager's authority to act under these resolutions shall be conclusively evidenced by such Manager's so acting; and that any and all such actions heretofore taken on behalf of the Company by any Manager ( or any person designated by any Manager) in connection with the Transaction Documents and the Related Activities and the transactions contemplated hereby and thereby are hereby ratified, approved and confirmed as the act and deed of the Company and the Managers. [The rest of this page is intentionally left blank] 2 IN WITNESS WHEREOF, the undersigned, constituting all of Managers, hereby consent to the foregoing action effective as of the date first above written. N~~ Title: Manager Name: Linda Salem Title: Manager Name: James M. Hall IV Title: Manager IN WITNESS WHEREOF, the undersigned, constituting all of Managers, hereby consent to the foregoing action effective as of the date first above written. Name: Haruyuki Yoshida Title: Manager .4,,a&~l---"L· "---------- Name: Linda Salem Title: Manager ) Viv: Name: lamest. Hall IV Title: Manager