SFC Global CLOSING MEMO
October 6, 2022
To: The Attached Distribution List
Re: City of Salina, Kansas
Taxable Industrial Revenue Bonds
Series 2022
(SFC Global Supply Chain Project)
Dated October 12, 2022 (the "Bonds")
CLOSING MEMORANDUM
The pre-closing for the Bonds is scheduled for 3:00 p.m., October 11, 2022 at the offices of
Gilmore & Bell, P.C. ("Bond Counsel"). At the pre-closing, all documents on the Closing List will be
assembled with the executed signature pages, 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 the Trustee for authentication and delivery to the
Purchaser at closing.
The closing is scheduled for approximately 10:00 a.m. on October 12, 2022
(the "Closing Time"). The closing will be confirmed by e-mail from Bond Counsel.
SFC Global Supply Chain, Inc. shall deliver to the Trustee its Requisition for Payment of Project
Costs No. 1 (the “Payment Order”) in the form set forth on Appendix A hereto, together with supporting
invoices. Upon confirmation of receipt by the Trustee of the Payment Order, Bond Counsel will
(a) provide a signed approving legal opinion and (b) notify the Trustee that the Bonds may be
delivered.
The Trustee will establish the Funds and Accounts set forth in the Indenture.
Post-closing, Bond Counsel will transmit the Notice of Lease and Assignment of Lease to the
Saline County Register of Deeds for recording. Bond Counsel will also file the Certificate of
Issuance with the Kansas Board of Tax Appeals.
600576.20210\\CLOSING MEMO
Transcripts of the documents and proceedings will be provided by Bond Counsel as follows:
1. City of Salina, Kansas ("Issuer")
2. SFC Global Supply Chain, Inc. ("Company" and "Original Purchaser")
3. Security Bank of Kansas City (the "Trustee")
4. Gilmore & Bell, P.C. ("Bond Counsel")
5. Greg Bengtson, Esq. ("City Attorney")
6. Kutak Rock LLP ("Company's Counsel")
Of the parties listed above, the Issuer will receive a paper copy of the transcript. All others will receive a
copy in electronic PDF unless a CD-ROM is requested before closing.
If anyone has any questions or corrections regarding this matter, please advise the undersigned
immediately.
Very truly yours,
SOS/as
600576.20210\\CLOSING MEMO
2
C ITY OF SALINA, KANSAS
T AXABLE I NDUSTRIAL R EVENUE B ONDS, S ERIES 2022
(SFC G LOBAL S UPPLY C HAIN, I NC. P ROJECT)
D ISTRIBUTION L IST
ISSUER BOND COUNSEL
C ITY OF S ALINA, K ANSAS G ILMORE & B ELL, P.C.
300 W. Ash Street 100 N. Main, Suite 800
P.O. Box 736 Wichita, Kansas 67202-1398
Salina, Kansas 67402 Telephone: (316) 267-2091
Telephone: (785) 309-5735 Fax: (316) 262-6523
Fax: (785) 309-5738
Sarah O. Steele, Esq.
Mike Schrage, City Manager (785) 309-5700 E-mail: ssteele@gilmorebell.com
E-mail: mike.schrage@salina.org
Angie Sizemore, Legal Assistant
Debbie Pack, Finance Director E-mail: asizemore@gilmorebell.com
E-mail: debbie.pack@salina.org
JoVonna Rutherford, City Clerk
E-mail: jovonna.rutherford@salina.org
ECONOMIC DEVELOPMENT TENANT
S ALINA C OMMUNITY E CONOMIC D EV. O RG.
SFC G LOBAL S UPPLY C HAIN, I NC.
120 W. Ash Street 115 W. College Drive
Salina, Kansas 67401 Marshall, Minnesota 56258
Telephone: (785) 404-3131
Cell: (270) 839-2228
Jeff Thompson
Mitch Robinson, Executive Director E-mail: Jeff.Thompson@schwans.com
E-mail: mrobinson@salinaedo.org
Jerry Kivel
E-mail: jerry.kivel@schwans.com
ISSUER’S COUNSEL TENANT’S COUNSEL
C LARK, M IZE & L INVILLE, C HARTERED
th
129 South 8 Street. K UTAK R OCK LLP – K ANSAS C ITY
P.O. Box 380 2300 Main Street, Suite 800
Salina, Kansas 67402 Kansas City, Missouri 64108
Telephone: (785) 823-6325 Telephone: (816) 502-4658
Fax: (785) 823-1868
Joseph D. Serrano, Esq.
Greg Bengtson, Esq., City Attorney E-mail: joseph.serrano@kutakrock.com
E-Mail: gabengtson@cml-law.com
Michia Sciortino, Legal Assistant
E-mail: michia.sciortino@kutakrock.com
TRUSTEE
S ECURITY B ANK OF K ANSAS C ITY
Corporate Trust Department
701 Minnesota Avenue, Suite 206
P.O. Box 171297
Kansas City, Kansas 66101
Telephone: (316) 765-2844
Ms. Bonnie Mosher, Vice President
E-mail: bmosher@securitybankkc.com
Ms. Lisa Shatto, Corporate Trust Officer
E-mail: lshatto@securitybankkc.com
mike.schrage@salina.org; debbie.pack@salina.org; jovonna.rutherford@salina.org; mrobinson@salinaedo.org;
gabengtson@cml-law.com; Jeff.Thompson@schwans.com; jerry.kivel@schwans.com; joseph.serrano@kutakrock.com;
michia.sciortino@kutakrock.com; ssteele@gilmorebell.com;; asizemore@gilmorebell.com;
bmosher@securitybankkc.com; lshatto@securitybankkc.com
600596.20210\\DLIST
APPENDIX A
FORM OF REQUISITION FOR PAYMENT OF PROJECT COSTS
CITY OF SALINA, KANSAS
Project Fund
(SFC Global Supply Chain Project)
Payment Order No. 1
Security Bank of Kansas City
Kansas City, Kansas
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 October 1, 2022 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 such 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 October 12, 2022.
______________________________________
Authorized Tenant Representative
EXHIBIT A - Payment Order No. 1
PAYMENT SCHEDULE
FOR BUILDINGS, IMPROVEMENTS AND
MISCELLANEOUS PROJECT COSTS
I hereby request payment of the amounts specified below to the payees whose names 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
SFC Global Supply Chain, Inc.
Reimbursement for Building Improvements $270,000,000