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Salina KS (SFC Global)_2022_600596.20210_SOS 4871-8257-7228 v.1
GILMORE & BELL, P.C. September 14, 2022 TRANSCRIPT OF PROCEEDINGS AUTHORIZING THE ISSUANCE OF $270,000,000 CITY OF SALINA, KANSAS TAXABLE INDUSTRIAL REVENUE BONDS SERIES 2022 (SEC GLOBAL SUPPLY CHAIN PROJECT) Dated October 12, 2022 $270,000,000 CITY OF SALINA, KANSAS TAXABLE INDUSTRIAL REVENUE BONDS SERIES 2022 (SFC GLOBAL SUPPLY CHAIN PROJECT) Closing: October 12, 2022 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 October 12, 2022, 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: City of Salina, Kansas ("Issuer") SFC Global Supply Chain, Inc. ("Tenant" and "Purchaser") Security Bank of Kansas City ("Trustee") Gilmore & Bell, P.C. ("Bond Counsel") Clark, Mize & Linville Chartered ("Issuer’s Counsel") Kutak Rock LLP ("Tenant's Counsel") AW PRWNE Of the parties listed above, the Issuer will receive an original, paper copy of the transcript. AII 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. Excerpts of Minutes a. Relating to Public Hearing and Resolution of Intent (November 1, 2021) b. Relating to First Reading of Ordinance No. 22-11131 (September 19, 2022) c. Relating to Final Passage of Bond Ordinance No. 22-11131 (September 26, 2022) 6. Resolution of Intent 7. Affidavit of Mailing and Publication regarding Notice of Public Hearing a. Publisher’s Affidavit of Publication 8. Bond Ordinance 9. Affidavit of Publication of Summary of Bond Ordinance 10. Specimen Series 2022 Bond a. Certificate of Bond Printer 11. Certificates of Manual Signature a. Mayor b. City Clerk 12. Issuer’s Closing Certificate a. Analysis of Costs and Benefits 13. Kansas Board of Tax Appeals Proceedings a. Information Statement b. Letter of Complete and Timely Filing c. Certificate of Issuance 14. Notice of Site Lease and Project Lease 600596.20210\CLOSING DOCUMENTS i 15. Assignment of Site Lease and Project Lease 16. Performance Agreement DOCUMENTS RELATING TO AND DELIVERED BY THE TENANT: 17. Tenant’s Closing Certificate with Exhibits Articles of Incorporation Bylaws Authorizing Resolution Expected Use of Bond Proceeds Certificates of Good Standing for Tenant from Kansas and Minnesota Secretaries of State eae re 18. Insurance Certificate 19. Evidence of Title MISCELLANEOUS DOCUMENTS: 20. Trustee’s Receipt and Closing Certificate 21. Purchaser’s Receipt and Closing Certificate 22, Closing Memorandum LEGAL OPINIONS: 23. Bond Counsel Opinion 24. Opinion of Counsel for the Issuer 25. Opinion of Counsel for the Tenant 600596.20210\CLOSING DOCUMENTS ii GILMORE & BELL, P.C. September 14, 2022 CITY OF SALINA, KANSAS AS ISSUER AND SECURITY BANK OF KANSAS CITY KANSAS CITY, KANSAS AS TRUSTEE TRUST INDENTURE DATED AS OF OCTOBER 1, 2022 $270,000,000 TAXABLE INDUSTRIAL REVENUE BONDS SERIES 2022 (SFC GLOBAL SUPPLY CHAIN PROJECT) 600596.20210\INDENTURE TRUST INDENTURE Table of Contents Page PALtieS 2.0... ec eeessscssessceeesesessesseessesansessessscescsesneceessecatsesesnsseseessessaccecsessenesssnesssensaesesscesereeseessacerseesvaveveneees 1 Recitals ...cccscsecsessserssessescerssesscscsssssesesesssnsessosensessossesenssscseesassssescacaescasseasscesseseussescaeseseasseessussseeseesessens 1 Granting Clauses o.oo... eeeseeesssesessseesessssscneseserenecavavsenenssaessassenscassenseseeesssnssssssssesassesssescesenssesenseneneeses 2 ARTICLE I DEFINITIONS Section 1.01. Definitions of Words and Terms. ..0.0.........ceccscesssesceseesescesessesaesessecessvecsussscecsussescesessneees 2 Section 1.02. — Rules of Interpretation. 0.00... essessssceceneeecesesceseeecseccessesssaesessesessesecseseesssscsevscssvseases 8 ARTICLE II THE BONDS Section 2.01. — Title and Amount of Bonds. .0..........cceccesscscsseesssssessssceseesecscecaesecssssecatsecsnsssusessanensanaeens 8 Section 2.02. — Limited Nature of Obligations... cscessssessssesseseesssscesesssseesesesecasssescsscsesacssesseeseeas 9 Section 2.03. Denomination, Numbering and Dating of Bonds. ...............ccccccesscsesssssesssseesesscesseseetseees 9 Section 2.04. | Method and Place of Payment of Bonds. 00.0... cesescesesesseesssscssescessescessssscsesscseseesesesees 9 Section 2.05. | Execution and Authentication of Bonds. .0.........ccccccesssssescessessesesseseesecseseccssssvsseacersece 10 Section 2.06. Registration, Transfer and Exchange of Bonds. ..........:.ccccssssssesessesssesessenecsessorssesenseas 10 Section 2.07. | Persons Deemed Owners of Bonds. ............:cccccscssssssessessesecstescesseeeesscaessessccseesssavsasecees 11 Section 2.08. | Authorization of Series 2022 Bonds.........cccsccssssssessessesssssceeessesesssssesscesesscsecsacasvecees 11 Section 2.09. Authorization of Additional Bonds. ............:cccceccescsssessssseseeseceesasenecseseestensvsuscassccersacase 12 Section 2.10. Temporary Bonds. 0.0.0.0... sceeeseesseeeenseseseneeseceneeseeeenssceesessesesassesssueseseaesesaenensseneesass 14 Section 2.11. | Mutilated, Lost, Stolen or Destroyed Bonds. 000.........ccccccccccsssssscsssssssstesessneseeercenseaeses 15 Section 2.12. Cancellation and Destruction of Bonds Upon Payment. ...........cccccccsccsessessesssesrseeeenes 15 Section 2.13. | Payments Due on Saturdays, Sundays and Holidays. ............cccccccccssssesssssssceseessseeseeee 15 Section 2.14. | Nonpresentment of Bonds. .0...... icc secssesceseesseeeesseeseesetscsessaeseesecascsscaesecenevsceesesoessas 15 ARTICLE II REDEMPTION OF BONDS Section 3.01. Redemption of Bonds Generally. ......ceeeescesssssescesesseeecesssctsceseesscsessesasesssesssssevesess 15 Section 3.02. Redemption of Series 2022 Bonds. .0.......:.ccccccccssscsscsseseesesessesseesseecseseesssessssscsssseasssees 16 Section 3.03. Selection of Bonds to be Redeemed... ccessesscscesseeeessssecsessecsseaesevseeescsssscsassscess 16 Section 3.04. Trustee's Duty to Redeem Bonds. 000... ececsesessecsseseescenesseseecseseeseenseseeeessasesssceseasees 16 Section 3.05. — Notice of Redemption. .............cccsccsssssssssesccensssseensesseeeetereeetsecessssssassassesessessesseraceareeaeas 16 Section 3.06. — Effect of Call for Redemption. .2..........ccccccesccsssesecessenseesseeesssessecsesessesseseuseeseseceensenevas 17 ARTICLE IV FORM OF BONDS Section 4.01. Forms Generally. ..........ccccceccccesessessessesessecsesccescenesscenesseesesssenesseesessesessscssssseresseassaceaseee 17 Section 4.02. Bond Counsel's Approving Opinion... ceesssseeeessecessseeesesesceseesesssenessessssscesescseseas 17 ARTICLE V CUSTODY AND APPLICATION OF BOND PROCEEDS Section 5.01. Creation of Funds and Account. ........cc.ccceccsssesseceseeescesescesccscsnenseseentenseatsacsscsarsceaesecess 18 Section 5.02. Deposit of Bond Proceeds. oo... ieee eceeecseeseeeesneracesenseecesseaesssesesseesesscaecsecscasenssecens 18 600596.20210\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. .........cecceecsesesssssceeesececeeceesesscceesnsesesseeseesnseasstseesevaees 18 Disbursements from the Project Fund. .......cccessescesseceeeescssscesesateeessesseaserensesessesaces 19 Disposition Upon Acceleration. 0.0.0.0... ce ecesseesseceseeeesececeseeassenessesseseseessesssecsesecsssenes 19 Deposits into the Debt Service Fund... ccsscceseseceeeseeeeeeseeeeesessesesseeseseesaceesercseas 19 Application of Moneys in the Debt Service Fund... ucsscssseeeetsssesesecsenscsenses 20 ARTICLE VII SECURITY FOR DEPOSITS AND INVESTMENT OF FUNDS Section 7.01. Moneys to be Held in Trust... ees cessecccesscseseesecseesseeeeseeessesessesesscsecsevaseassensensscnes 20 Section 7.02. Investment of Moneys in Funds. ..0..........ccceecsessesescscessescecseesscoessesscsscsesssescassaeecearees 20 Section 7.03. — Record Keeping. ou... ccs sessssesssssssesctecessesscnsecessssessesesssscensessenesssseecsssecsusacsessosevesssess 21 ARTICLE VII GENERAL COVENANTS AND PROVISIONS Section 8.01. | Payment of Principal of, Premium, if any, and Interest on the Bonds. .............cc..000- 21 Section 8.02. Authority to Execute Indenture and Issue Bonds. ...........cccccscssscsssesesesssesecssesecsecsenseees 21 Section 8.03. Performance of Covenants. 0.0... cc secsesescsssssccseceseceseeseessessessecseseesseseeseesessscesssseacsevars 21 Section 8.04. Instruments of Further Assurance. ...........ccscssssssseesssssesecssessessssscesessssssccsevacssevscevacease 21 Section 8.05. = Recording and Filing. 00... eceessccseessceesseceetececesseescesesssensessessessessesucsesessssssusacesseaeees 22 Section 8.06. Maintenance, Taxes and Imsurance............ccccccssccsesssecssssscvesscessesecsessecessecesstevsnscersseseuss 22 Section 8.07. — Inspection of Project Books... cccscsessssesescesesseseeessesseeecsescessessenseseseusseseaseesecsaees 22 Section 8.08. | Enforcement of Rights Under the Site Lease and Project Lease. ..........c:cccecseseeeeeee 22 Section 8.09. Possession and Use of Project. ........:ccsccsssssessssssssssseesseseesecsseseeeessesseseesessecusaacssenseavece 22 ARTICLE IX REMEDIES ON DEFAULT Section 9.01. | Acceleration of Maturity in Event of Default... ccc ccecssscssessseevescsarsscectseeerereees 22 Section 9.02. | Exercise of Remedies by the Trustee. ............ccccccsssessseeseesscseecssesscsscesscecsssecssesacensensens 23 Section 9.03. | Surrender of Possession of Trust Estate; Rights and Duties of Trustee UN POSSESSION ........ cs eeeseseecessceeeesaeesstsesessescesaseneonsenessaesnsssssenssssesasssessseneessscesssssenesseras 23 Section 9.04. Sale in Event of Default. 0.0... ccc ceeesssseesesseeseeeesseeceneessecaeesscsesscseersceecssssareesanerseseee 24 Section 9.05. — Appointment of Receivers... ccesssesesseseseststevsesssecessseessnsscesessesecscsecseeesesseesescesnes 24 Section 9.06. | Limitation on Exercise of Remedies by Owner(s) of Bonds...........ccccccccccssessecesseeeeeeee 24 Section 9.07. Right of Owner(s) of Bonds to Direct ProceedingS..........ceccsessessessecsecesessecevsscsssssese 24 Section 9.08. Remedies Cumulative..............ccccccsccscessessesseseesseseessessceessecoecsesssssssecsessecssssacascaseassacersaee 25 Section 9.09. Waivers of Events of Default... eecsesssesessecsccseseseescssseccssscecssesessesserssescrsseaseceas 25 Section 9.10. | Application of Money Received after Event of Default. ......0....cccccccscccsssscesssseeeeeeees 25 ARTICLE X THE TRUSTEE Section 10.01. Acceptance of the Trusts. ...........:ccecscssessecetseceesesescenecaeseenecsesesscsensssesessesersueesessecseseeaes 26 Section 10.02. Fees, Charges and Expenses of the Trustee; Lien for Fees and Costs and Additional Rent............cccescccsscscscccesseseseneeescensaeeseseeessessesaseessescasescsssssecsssesaeseasenee 28 Section 10.03. Notice to Owner(s) of Bonds if Default OCCUIS. ..........cceccccescecesscssessecseessescneserseseneeues 28 Section 10.04. Intervention by the Trustee... eeeceecsescessereeeseeseenesseeeesecaesseenecseseesecesscssavevsecees 28 Section 10.05. Successor Trustee Upon Merger, Consolidation or Sale. .........ccccccccceseessscssseseeseeee 28 Section 10.06. Resignation of Trustee.............cccceccsesscssssseseeseseesecesecsecseescessseesssssessssasaussecsceacsceecsecees 29 Section 10.07. Removal of Trustee, 0... eesecsseseeseeteesescesseeceseesssenessssessssecsssesessenecssssesscasesaseeeeseas 29 Section 10.08. Qualifications of Successor Trustee. ...........ccccccccccesscscccsscecesssssssececsecteeseeseseaecaccerecaeeas 29 600596.20210\INDENTURE ii Section 10.09. Section 10.10. Section 10.11. Section 10.12. Section 10.13. Section 11.01. Section 11.02. Section 11.03. Vesting of Trusts in Successor Trustee. ..........ccscccssseseessesecseesssesessenecsuseessuscsssasecceseees 29 Right of Trustee to Pay Taxes and Other Charges. ..........ccccccscsscssssessecsesscssvrscssersescens 29 Trust Estate May Be Vested in Co-trustee. 0.00... ecccecsceseceseescssessesesssesessssssesserersscnees 30 Annual ACCOUNTING. «00.0... cessescsessseseescseesssseseeensseresseseseeessassaeesssaesaesatensseeetssesesseaserss 30 Performance of Duties under the Site Lease and Project Lease. .........0.ccccceeeeeeseeeees 30 ARTICLE XI SUPPLEMENTAL INDENTURES Supplemental Indentures Not Requiring Consent of Owner(s) of Bonds. .................. 31 Supplemental Indentures Requiring Consent of Owner(s) of Bonds. ........0...000 31 Tenant's Consent to Supplemental Indentures. .......... ce ccessscsseescssecseesssessessessseanessenes 31 ARTICLE XII SATISFACTION AND DISCHARGE OF INDENTURE Section 12.01. Satisfaction and Discharge of the Indenture............ccceesessseescssescsscsessscsusecsersssesseeees 32 Section 12.02. Bonds Deemed to be Paid... ceceessscecceseseeseseeseseseeseessseseeseseesusscessessesseavsessensesseees 32 ARTICLE XIII MISCELLANEOUS PROVISIONS Section 13.01. Consents and Other Instruments by Owner(s) of Bonds. ............ccccccccecsesecceseseeneeee 33 Section 13.02. Limitation of Rights Under the Indenture. ...................cccccccccssssssveeseessssceeesceceececeeaseens 33 Section 13.03. Notices... eceecsescesssseeecseserseenenessensscenevsseaessseueessssesesseesssessesessseassascesecsceesassevsevacaseaes 34 Section 13.04. Suspension of Mail Service. ...........ccecceccesssseesesessessesecsnecnecseceecesesessscesseesavsecaetsneeesaesees 34 Section 13.05. Severability... ee ee eeseeeseseesesevseseeseeseeeeseeeseaeeecessesssscsessesseaseecsesecsevsvscnevasesvaaeees 34 Section 13.06. Execution in Counterparts. .........:cccccccsssssscssessenscseessscnsecssesseesasenssessessenesenes “eaneeeneeetesees 34 Section 13.07. Governing Law. ..........escccsesssssessssssescesessseneesenesseeesseseesesasecesceaeseessssscsecssaseavssavaseaseees 34 Section 13.08. Electronic Transactions. ..0........ccsscsssssseescensecesesceeessecesecseceesssaeeessseesseseesusesesensessavaesees 34 Signatures and Acknowledgment .............cssssscssecsseseesscnenseessescesssssesceesesenssessesessscsnsessesesusessesenesevsesescavasstneneeees 35 Appendix A, Form of Bonds... ccsccsessscsesesesessscsessenessssnscsscssevenesssenesesenesensessensassaeeoesessacsescaeacaseseeusessenss A-1 600596.20210\INDENTURE iil TRUST INDENTURE THIS TRUST INDENTURE, dated as of October 1, 2022 (the "Indenture”), between the City of Salina, Kansas (the “Issuer"), and Security Bank of Kansas City, Kansas City, Kansas, as Trustee (the "Trustee"); WITNESSETH: WHEREAS, the Issuer is authorized by K.S.A. 12-1740 et seg. (the "Act"), to acquire, construct, improve and equip 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 the 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 2022 (SFC Global Supply Chain Project), in the principal amount of $270,000,000 (the "Series 2022 Bonds"), for the purpose of providing funds for the acquisition, construction and equipping of a commercial facility (the "Project" as hereinafter more fully described), and authorizing the Issuer to lease the Project to SFC Global Supply Chain, Inc., a Minnesota corporation (the "Tenant"); and WHEREAS, pursuant to such ordinance, the Issuer is authorized (1) to execute and deliver this Indenture for the purpose of issuing and securing the Series 2022 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 leaschold 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, construction 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 2022 Bonds as the same become due; and WHEREAS, all things necessary to make the Series 2022 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 2022 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 2022 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 600596.20210\INDENTURE its successors and assigns a security interest in the property described in paragraphs (a) and (b) below (the property being herein referred to as the "Trust Estate"), to wit: (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) Ali 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 HAVE 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 2022 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, 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. 600596.20210\INDENTURE "Additional Bonds" means any Bonds issued in addition to the Series 2022 Bonds pursuant to Section 2.09 of this Indenture. “Authorized Denomination” means $5,000 or any integral multiples thereof. “Authorized Tenant Representative" means the Director of Real Estate of the Tenant, 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 Director of Real Estate or any Vice President 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 2022 Bonds and any Additional Bonds. “Bond Counsel" means the firm of Gilmore & Bell, P.C. or any other attorney or firm 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 October 12, 2022, 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: (@j) 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 October 12, 2022. 600596.202 1O\INDENTURE "Debt Service Fund" means the "City of Salina, Kansas Debt Service Fund (SFC Global Supply Chain Project)" authorized and established with the Trustee pursuant to the Indenture. “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. "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 performance 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. “Funds and Accounts” means funds and accounts created pursuant to or referred to in 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 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 XT of this Indenture. "Interest Payment Date" means any date on which any interest is payable on any Bond. With respect to the Series 2022 Bonds, it means December 31 in each year, commencing as of December 31, 2022. "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. "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; 600596.20210\INDENTURE (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. “fssue Date” means the date when the Issuer delivers the Bonds to the Original Purchaser in exchange 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: (a) With respect to the Tenant, its chief executive officer at its Notice Address (as defined in the Project Lease). (b) With respect to the Issuer, its duly acting clerk at its Notice Address (as defined in the Project Lease). (c) With respect to the Trustee, any corporate trust officer at its Notice Address (as defined in the Project Lease). 600596.20210\INDENTURE "Original Proceeds" means all sale proceeds, including accrued interest, from sale of the Series 2022 Bonds to the Original Purchaser and all investment earnings credited to the Project Fund prior to the Completion Date. “Original Purchaser" means SFC Global Supply Chain, Inc., a Minnesota corporation. "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 2022 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 such of the Improvements as are acquired, constructed or in progress at the date of such issuance of the Series 2022 Bonds; (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 600596.20210\INDENTURE 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; (f) interest accruing on the Series 2022 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; and (g) Costs of Issuance. "Project Fund" means the "City of Salina, Kansas Project Fund (SFC Global Supply Chain 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 2022 Bonds" means the City of Salina, Kansas Taxable Industrial Revenue Bonds, Series 2022 (SFC Global Supply Chain Project) dated October 12, 2022 in the aggregate principal amount of $270,000,000. "Site Lease" means that Site Lease dated as of October 1, 2022, 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. 600596.202 1O\INDENTURE “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. "Supplemental Indenture" means any indenture supplementing or amending this Indenture entered into by the Issuer and the Trustee pursuant to Article XJ of this Indenture. "Tenant'' means SFC Global Supply Chain, Inc., a Minnesota corporation, its successors and assigns, "Trust Estate" means the Trust Estate described in the Granting Clauses of this Indenture. "Trustee" means Security Bank of Kansas City, Kansas City, Kansas, 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. ARTICLE I THE BONDS Section 2.01. Title and Amount of Bonds. No Bonds may be issued under this Indenture except in accordance with the provisions of this Article. The Bonds authorized to be issued under this Indenture shall be designated as "City of Salina, Kansas Taxable Industrial Revenue Bonds, Series 2022 600596.20210\INDENTURE (SFC Global Supply Chain 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 $270,000,000 principal amount of Series 2022 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 Indenture. 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 Indenture 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 Indenture, 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 IV of this Indenture. 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 Indenture or the Supplemental Indenture 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 Interest Payment Date next preceding the date of authentication thereof by the Trustee, unless such date of authentication shall be an Interest 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 Interest 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, 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 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) 600596.20210\INDENTURE 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 2022 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 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. 600596.20210\INDENTURE 10 (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 2022 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 2022 Bonds. (a) There shall be issued and secured pursuant to this Indenture, a series of Bonds in the aggregate principal amount of $270,000,000 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 2022 (SFC Global Supply Chain Project)." The Series 2022 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 If) and shall bear interest from their effective date of registration or the Interest Payment Date to which interest has been paid, at the rates per annum (computed on the basis of a 360-day year of twelve 30-day months). The Series 2022 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 2022 Bonds as set forth in Appendix A are incorporated into this Indenture by reference. The Series 2022 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). 600596.20210\INDENTURE 11 (b) Interest on the Series 2022 Bonds shall be payable to the Owners thereof in accordance with the provisions of Article I 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 2022 Bonds. The Trustee may appoint one or more financial institutions to act as co-paying agent for the Series 2022 Bonds. (d) Upon the original issuance and delivery of the Series 2022 Bonds, the effective date of registration thereof shall be their Dated Date. (e) The Series 2022 Bonds shall be substantially in the form and manner set forth in Article IV 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 2022 Bonds and the execution of this Indenture and the Project Lease. (ii) An original executed counterpart of this Indenture. @ii) An original executed counterpart of the Site Lease. (iv) An original executed counterpart of the Project Lease. (v) An opinion of Bond Counsel to the effect that the Series 2022 Bonds constitute valid and legally binding obligations of the Issuer. (vi) Such other certificates, statements, receipts and documents as the Trustee shall reasonably require for the delivery of the Series 2022 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 2022 Bonds shall have been executed and authenticated as required by this Indenture, the Trustee shall deliver the Series 2022 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 2022 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 2022 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. (i1) 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. 600596.20210\INDENTURE 12 (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 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 2022 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 2022 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. 600596.20210\INDENTURE 13 (iv) An opinion of Bond Counsel to the effect that the Additional 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. (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 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. 600596.20210\INDENTURE 14 Section 2.11. Mutilated, Lost, Stolen or Destroyed Bonds. In 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. In 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 Indenture, 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 Indenture shall be delivered by the Trustee to the Issuer, or, upon request of the Issuer, shall be destroyed by the Trustee. 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 III REDEMPTION OF BONDS Section 3.01. Redemption of Bonds Generally. The Series 2022 Bonds shall be subject to redemption prior to Stated Maturity in accordance with the terms and provisions of this Article. Additional 600596.20210\INDENTURE 15 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 2022 Bonds. The Series 2022 Bonds 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 October 12, 2022, 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 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, 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 cali 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, failure to give such notice by mailing, or any defect therein, shall not affect the validity of any proceedings for the redemption of the Bonds. Any notice of 600596.20210\INDENTURE 16 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. ARTICLE IV FORM OF BONDS Section 4.01. Forms Generally. The Series 2022 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 the Bond is a part, except that it omits the date of such opinion, that the 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 Security Bank of Kansas City, Kansas City, Kansas. (facsimile signature) City Clerk of the City of Salina, Kansas 600596.20210\INDENTURE 17 ARTICLE V 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 (SFC Global Supply Chain Project)” (b) “City of Salina, Kansas Debt Service Fund (SFC Global Supply Chain 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. Except as otherwise provided in Section 4.1 of the Project Lease, the net proceeds received from the sale of the Series 2022 Bonds shall be deposited simultaneously with the delivery of the Series 2022 Bonds as follows: (a) All accrued interest and premium, if any, received from the sale of the Series 2022 Bonds shall be deposited in the Debt Service Fund. (b) The remaining balance of proceeds derived from the sale of the Series 2022 Bonds shall be deposited in the Project Fund. 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. 600596.20210\INDENTURE 18 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 Fund 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 Fund shall, without further authorization, be deposited in the Debt Service Fund by the Trustee. 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. 600596.20210\INDENTURE 19 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 the funds so withdrawn available to the Paying Agent for the purpose of paying the 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 the 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 XI hereof, shall be paid to the Tenant by the Trustee. 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 600596.20210\INDENTURE 20 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 VII 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 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. 600596.20210\INDENTURE 21 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 to the Site Lease and Project Lease for a detailed statement of the 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. 600596.20210\INDENTURE 22 (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 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 600596.20210\INDENTURE 23 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 9.10(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 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 600596.2021 0\INDENTURE 24 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 9.01(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 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 600596.20210\INDENTURE 25 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). ARTICLE X 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 the trusts in the manner in which a corporate trustee ordinarily would perform the trusts under a corporate indenture, and the Trustee shall exercise such of the rights and powers vested in it by this Indenture 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 Indenture 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 600596.20210\INDENTURE 26 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 Indenture, 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 Indenture 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 Indenture 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 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. q) 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. 600596.20210\INDENTURE 27 (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. () 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 shail 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 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, 600596.20210\INDENTURE 28 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, 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. 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 600596.20210\INDENTURE 29 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. (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 financial 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. 600596.20210\INDENTURE 30 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; and (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 11.0] 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 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, 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 Tenant 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 600596.20210\INDENTURE 31 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 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 Indenture 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 Indenture, 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, 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 Government 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 until proper notice of such redemption shall 600596.20210\INDENTURE 32 have been given in accordance with Article HI 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 Indenture 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. ARTICLE XI 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 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 definition, "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 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 600596.2021 0\INDENTURE 33 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 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, 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] 600596.20210\INDENTURE 34 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. CITY OF SALINA, KANSAS [SEAL] ayor ATTEST: "ISSUER" ACKNOWLEDGMENT STATE OF KANSAS ) ) SS: COUNTY OF SALINE ) 47 This instrument was acknowledged before me on the 2 day of October, 2022, by Trent W. Davis, M.D. as Mayor of the City of Salina, Kansas, a municipal corporation of the State of Kansas. [SEAL] |efig SARAH O. STEELE hil U thle EEN! Notary Public - State of Kansas My Appt. Expires June 12, 2025 Notary Public My Appointment Expires: b/ | 2 2.02.5 600596.20210\INDENTURE (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. SECURITY BANK OF KANSAS CITY Kansas City, Kansas, as Trustee py: “Conus Washer. Name: Bonnie Mosher Title: Vice President "TRUSTEE" ACKNOWLEDGMENT STATE OF KANSAS ) ) SS. COUNTY OF SEDGWICK +) This instrument was acknowledged before me on the ad day neler ps by Bonnie Mosher, Vice President and Trust Officer of Security Bank of Kansas City, a banking corporation or association organized under the laws of the United States of America or one of the states thereof. set ANGIE M. SIZEMORE (adie M Uvaemore M N Public - State of = y Appt. curds ws 4] Notary Publié 7 My Appointment Expires: 25/23 600596 202 1O\INDENTURE (Trustee Signature Page to Trust Indenture) APPENDIX A FORM OF BONDS 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 ALL 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) 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 2022 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 2022 BOND SHOULD NOT REGARD THE INTEREST HEREON AS BEING EXEMPT FROM FEDERAL INCOME TAXATION. No. $ UNITED STATES OF AMERICA STATE OF KANSAS COUNTY OF SALINE CITY OF SALINA, KANSAS TAXABLE INDUSTRIAL REVENUE BOND SERIES 2022 (SFC GLOBAL SUPPLY CHAIN PROJECT) Interest Maturity Dated Rate: Date: 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 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 the 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, 2022 (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 600596.20210\INDENTURE thereof, upon presentation and surrender of this Bond at the principal corporate trust office or other designated office of Security Bank of Kansas City in Kansas City, Kansas (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 such 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 2022 (SFC Global Supply Chain Project)," in the aggregate original principal amount of $270,000,000 (the "Series 2022 Bonds"), issued for the purpose of providing funds to pay the costs of the acquisition, construction and equipping of a commercial facility (the "Project"), to be leased by the Issuer to SFC Global Supply Chain, Inc., a Minnesota corporation (the "Tenant"), under the terms of a Project Lease dated as of October 1, 2022, between the Issuer and the Tenant (the 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 K.S.A. 12-1740 et seg. and pursuant to proceedings duly had by the governing body of the Issuer. The Series 2022 Bonds are issued under and are equally and ratably secured and entitled to the protection of the Trust Indenture, dated as of October 1, 2022 (the 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 2022 Bonds (the Series 2022 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. The Series 2022 Bonds are subject to redemption prior to maturity, at the option of the Issuer, upon instructions from the Tenant, on and after October 12, 2022, 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, 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, failure to give such notice by mailing, or any defect therein, 600596.20210\INDENTURE A-2 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 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 (SFC Global Supply Chain 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 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. 600596.20210\INDENTURE 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 October __, 2022. CITY OF SALINA, KANSAS (Facsimile Seal) By: Mayor ATTEST: City Clerk (FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION) This Bond certificate evidences ownership of the City of Salina, Kansas Taxable Industrial Revenue Bonds, Series 2022 (SFC Global Supply Chain Project), as described herein and in the within-mentioned Trust Indenture. The date of authentication of this Bond is . Security Bank of Kansas City Kansas City, Kansas, Trustee By: Authorized Signature 600596.20210\INDENTURE (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: 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: {Seal of Bank] (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 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. 600596.20210\INDENTURE GILMORE & BELL, P.C. SEPTEMBER 14, 2022 SITE LEASE BY AND BETWEEN SFC GLOBAL SUPPLY CHAIN, INC. As Lessor AND CITY OF SALINA, KANSAS As Issuer DATED AS OF OCTOBER 1, 2022 600596.20210\SITELEASE v.3 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 Page PATIOS... see sceseseessescsssescessestoesesecnseessenesscesesscetesseesacueneceneacaesesesesasaessasassseeseacevesuceseeusecsesusnses 1 Recitals... ceeesecesesssesesesessesssseevenessssesessvesensasacseseseseeeaeseassenssauescesssssassesseseesesseesenesesssesesees 1 ARTICLE I Representation and Covenants of Lessor. .........:ccscessessesssssseesseeseeeessssesscsessssessecnreesseres 1 Representations and Covenants by the Issuer... eecesessseneessseesseescseseessesseneees 2 ARTICLE I Grant Of Leasehold. occ eeseeceecsseeeeeseeeecsenecseeseenecsecsecsessessessasssceeessssesstsecsessecenesseaees 2 COmsideration........cccessscesssssseesscecessssscssssscssacenessessseceneesssescssessessecseesecsessesssseeserseessesevess 2 TImpOSitionS. 2.0.0... ee eeeeseeseeesecseeeceseneecetsecenecaeeseseseeeeseesseeeseusepensesseeeessseeseaauauscssssuceseanes 2 Contest Of IMpositions..........ccccsssssscsssscesseeeneesensesesessceseneesseaesteceesesessessseesatesessvecaeaes 3 Assignment and Sublease... ceecescecessecssteeseeseseeseesscessssceacesseseenessesstseesreseasesssssssees 3 Use of Real Property. ......ccccccccsccsescsecsenessoessesseassesseeeceeasecesesssesssssssessesessesesatereneseees 3 Covenant Against Other Assignment..............eccscscccsesseesesseseeesessessceeeseceessecesstseseseeees 3 ARTICLE Tl TMPLOVEMENIS. ...........eccesceceesescesseeesssscecsvsconseacenssosesseeseessesgesssacecesaeeeeesssoessessessesaesnesesses 3 Mechanic's LieMs. ......cccssccssceessesceessessensesesseceseesseesecseessesesesecseeaeesessessseestssessseesessssssnses 3 Contest of Liens... ee cece eseeceesseeesnseseeesseesesscnessacesesssseessssaecsesaeesecsessessssecsseserscsesase 4 ARTICLE IV INGeMNity........esecssscesscsesecnessscsessscsssecsnensesesessenssessaseceerseseaesseseesscsassecseenesatsatsneseeess 4 Access to Real Property... eee sceesssseceescesseecseeseesesecscnssseseesseesassneeneeessssesesssessucaees 4 ARTICLE V Non-Disturbance of Leasehold Interest. 0.0... tcc esscscscesseeesssssseescsscssesccsecsseaesssesssscenss 4 Release of Leasehold Interest... teescsssessceseccseeccceersecsecsessesesseeessesessteseaevecsssaseesss 4 NOtiCeS.....s cee eee teceeaesscneesseseesesecssceseesecsescenesseseessesseegsseesssasestssecaecssesessessessesnerecsevass 4 Rights and Remedies. 0.0.0... scssesscssssceessescssecceesscsereceeceseseeesaesceneeseseessscenssaesevessesessasnses 4 WAIVEL. ose eceescesecesecseesenseeeesesetssseccesenenecenecseeseensesnesseeesssssessveneessseeeesssteessauseuseassnsvereaees 4 ARTICLE VI Purpose of Site Lease. oo... sees sssessessccsessesessesecseceacesssesesscessssasesssessesssensesssenssenssnseess 5 Limitation of Liability. 0... ccc ceceeeeeseceseeseseceecscesneecssessensessuessesuscasessscesevssesssesassaeess 5 Amendments... seeeeseeeecesecaneseeseecneeeeceenessessaesserseseeesaeesssesseesssessessnaessecnsessesssensonssesse 5 600596.20210\SITELEASE y.3 ARTICLE Vi Section 7.1. Construction and Enforcement. ..........ecccsecsssesessssesssesseseceseeecesssssseessssseacsssesssscesssseceonees 5 Section 7.2. Partial Invalidity. oo... cscs seeeeseeceessscesceserescesesecsesesscseeaeeeeesessessesscsessseacsuecsussusenssseees 5 Section 7.3. Binding Effect. 20... ecsesecceeseeeesseccevsesesessssesssecsesesesessecssecsesssaescsavscessssvssetcavasseeers 5 Section 7.4. Section Headings. ........cecscscescsseceeseesseesenescesesecsesesseecesseeesesseessseessscsssaseusscasssrscseeaesasenaes 5 Section 7.5. Execution of Counterparts; Electronic Transactions. ..........:cccccccscscsesssscsssesssesscsssseceerecs 5 SiQMALUIES 0. esses cess ececesseseescssseseenenscnessecsessesscnesessesessssssnsaeseseescseseesenssnssestessevsussessestensares 6 600596.20210\SITELEASE v.3 ii SITE LEASE THIS SITE LEASE entered into as of October 1, 2022 between SFC Global Supply Chain, Inc., a Minnesota corporation (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 2022 (SFC Global Supply Chain 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, construction and equipping of a commercial facility (the "Improvements"), which Bonds shall be issued and secured under the provisions of an Ordinance duly enacted by the Issuer and a Trust Indenture dated as of October 1, 2022 (the "Indenture") entered into between the Issuer and Security Bank of Kansas City, as Trustee (the "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 Lease dated as of October 1, 2022 (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 Minnesota corporation 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 600596.20210\SITELEASE v.3 incorporation and bylaws, or conflicts with or results in a material breach of the terms, 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, except any lien created by this Site Lease, 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 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 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 1 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 600596.20210\SITELEASE v.3 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 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 adjoiming 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 Il 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. 600596.2021 0\SITELEASE v.3 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. 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, 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. ARTICLE V 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 sublessce 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. 600596.20210\SITELEASE v.3 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 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 in 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 defined in this Site Lease. Section 7.2. Partial Invalidity. If for any reason any provision hereof shall be termed 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 mstrument. 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] 600596.2021 \SITELEASE v.3 IN WITNESS WHEREOF, the parties have executed this instrument as of the day and year first above written. SFC GLOBAL SUPPLY CHAIN, INC. ae ee al Name: Jerry Kivel Title: Assistant Treasurer ACKNOWLEDGMENT STATE OF MINNESOTA ) ) SS: COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this gt ay of October? 2022, by Jerry Kivel, Assistant Treasurer of SFC Global Supply Chain, Inc., a Minnesota corporation. DOTTIE K WOODRUFF ae ble NOTARY PUBLIC - MINNESOTA Whe, K tJcodvu lf MY COMMISSION EXPIRES 0151/2025 Typed Name of Notary Public (SEAL) My Appointment Expires: /-3l-3-3 "LESSOR" 600596.20210\SITELEASE v.3 (Lessor Signature Page to Site Lease) CITY OF SALINA, KANSAS y, 7 on! %, By: Tatu) Nea rane! f \ Trent W. Davis, M.D., Mayor (SEAL) ATTEST: — VA ——+—— Lt i - —~< JoVonna Rutherford, City Clerk — ACKNOWLEDGMENT STATE OF KANSAS ) ) SS: COUNTY OF SALINE ) : 2 The foregoing instrument was acknowledged before me this day of-Oetober; 2022, by Trent W. Davis, M.D., Mayor of the City of Salina, Kansas. [~ ° fig SARAH O. STEELE notary Ea Ei Notary Public - State of Kansas S My Appt. Expires June 12, 2025 Salah () ° teal @ 5 Typed Name of Notary Public (SEAL) My Appointment Expires: >a L [12/2025 = & "ISSUER" 600596 202 10\SITELEASE v.3 (Issuer Signature Page to Site Lease) SCHEDULE I SCHEDULE I TO THE SITE LEASE DATED AS OF OCTOBER 1, 2022, BETWEEN SFC GLOBAL SUPPLY CHAIN, INC. AND THE CITY OF SALINA, KANSAS A TRACT OF LAND LOCATED IN LOT ONE (1), BLOCK ONE (1) OFTHE FINAL PLAT OF TONY'S SUBDIVISION TO THE CITY OF SALINA, SALINE COUNTY, KANSAS DESCRIBED AS FOLLOWS: COMMENCING AT A FOUND #5 REBAR WITH ORANGE PLASTIC CAP STAM PED W&C CLS #158 AT THE SOUTHEAST CORNER OF SAID BLOCK ONE (1 ), SAID POINT ALSO BEING ON THE NORTH RIGHT OF WAY LINE OF ARNOLD AVENUE AND THE WEST RIGHT OF WAY LINE OF CENTENNIAL ROAD; THENCE $89°39'29"W, ALONG SAID NORTH RIGHT OF WAY LINE OF ARNOLD AVENUE, A DISTANCE OF 990.47 FEET TO THE EXTENDED EAST LINE OF A UTILITY EASEMENT, ALSO BEING THE POINT OF BEGINNING; THENCE CONTINUING S89°39' 29"W, ALONG SAID NORTH RIGHT OF WAY LINE OF ARNOLD AVENUE, A DISTANCE OF 118.03 FEET TO A FOUND #5 REBAR WITH 2" ALUMINUM CAP STAMPED SAA; THENCE ALONG A CURVE TO THE RIGHT, CONTINUING ALONG SAID NORTH RIGHT OF WAY LINE OF ARNOLD AVENUE, AN ARC DISTANCE OF 133.63 FEET, SAID CURVE TO THE RIGHT HAVING A RADIUS OF 300.00 FEET, A CHORD BEARING OF N77°34'54"W AND A CHORD DISTANCE OF 132.52 FEET TO A FOUND #5 REBAR WITH ORANGE PLASTIC CAP STAMPED W&C CLS #158; THENCE N64°49'17"W, CONTINUING ALONG SAID NORTH RIGHTOF WAY LINE OF ARNOLD AVENUE, A DISTANCE OF 411.47 FEET TO A FOUND #5 REBAR WITH 2" ALUMINUM CAP STAMPED SAA; THENCE ALONG A CURVE TO THE LEFT, CONTINUING ALONG SAID NORTH RIGHT OF WAY LINE OF ARNOLD AVENUE, AN ARC DISTANCE OF 169.26 FEET, SAID CURVE TO THE LEFT HAVING A RADIUS OF 380.00 FEET, A CHORD BEARING OF N77°34'54"W AND A CHORD DISTANCE OF 167.86 FEET TO A FOUND #5 REBAR WITH 2" ALUMINUM CAP STAMPED SAA; THENCE $89°39'29"W, CONTINUING ALONG SAID NORTH RIGHT OF WAY LINE OF ARNOLD AVENUE, A DISTANCE OF 176.68 FEET TO A #5 REBAR WITH ORANGE PLASTIC CAP STAM PED W&C CLS #158 SET AT THE SOUTHWEST CORNER OF THE EAST 124 .00 FEET OF LOT 9, BLOCK 12,OFSCHILLING SUBDIVISION NO. 5; THENCE N00°20'31"W A DISTANCE OF 256.65 FEET TO A #5 REBAR WITH ORANGE PLASTIC CAP STAM PED W&C CLS #158 SET AT THE NORTHWEST CORNER OF THE EAST 124 .00 FEET OFLOT 9, BLOCK 12, OF SAID SCHILLING SUBDIVISION NO. 5; THENCE $89°39'29" W, ALONG THE NORTH LINE OF SAID LOT 9, A DISTANCE OF 166 .00 FEET TO A FOUND #5 REBAR ON THE EAST RIGHT OF WAY LINEOF ARNOLD AVENUE; THENCE NO00°20'31"W, ALONG SAID EAST RIGHT OF WAY LINE OF ARNOLD AVENUE, A DISTANCE OF187.50 FEET TO A FOUND #5 REBAR WITH ORANGE PLASTIC CAP STAMPED W&C CLS #158 AT THE SOUTHWEST CORNER OF LOT 7, BLOCK 12, OF SAID SCHILLING SUBDIVISION NO. 5; THENCE N89°39'29"E, ALONG THE SOUTH LINE OF SAID LOT 7, A DISTANCE OF 166.00 FEET TO A #5 REBAR WITH ORANGE PLASTIC CAP STAMPED W&C CLS #158 SET AT THE SOUTHWEST CORNER OF THE EAST 124.00 FEET OF 600596.2021 0\SITELEASE v.3 S-1 LOT 7, BLOCK 12, OF SAID SCHILLING SUBDIVISION NO. 5; THENCE NO00°20'31" W A DISTANCE OF 182.00 FEET TO A #5 REBAR WITH ORANGE PLASTIC CAP STAMPED W&C CLS #158 SET AT THE NORTHWEST CORNER OF THE EAST 124.00 FEET OF LOT 7, BLOCK 12, OF SAID SCHILLING SUBDIVISION NO. 5; THENCE $89°39'29"W, ALONG THE NORTH LINE OF SAID LOT 7, A DISTANCE OF 166.00 FEET TO A #5 REBAR WITH ORANGE PLASTIC CAP STAMPED W&C CLS #158 SET ON THE EAST RIGHT OF WAY LINE OF ARNOLD AVENUE; THENCE NO00°20'31"W, ALONG SAID EAST RIGHT OF WAY LINE OF ARNOLD AVENUE, A DISTANCE OF 258 .00 FEETTO A FOUND #5 REBAR WITH 2" ALUMINUM CAP STAMPED SAA AT THE SOUTHWEST CORNER OF LOT 3, BLOCK 12, OF SAID SCHILLING SUBDIVISION NO. 5; THENCE N89°39'29"E, ALONG THE SOUTH LINE OF LOT 3, BLOCK 12, OF SAID SCHILLING SUBDIVISION NO. 5, A DISTANCE OF 384.96 FEET TO A FOUND #5 REBAR WITH 2” ALUMINUM CAP STAMPED SAA; THENCE ALONG A CURVE TO THE RIGHT, CONTINUING ALONG THE SOUTH LINE OF SAID LOT 3, AN ARC DISTANCE OF 49.89 FEET, SAID CURVE TO THE RIGHT HAVING A RADIUS OF 50.00 FEET,. A CHORD BEARING OF N39°46'42"E AND A CHORD DISTANCE OF 47 .84 FEET TO A FOUND #5 REBAR WITH YELLOW PLASTIC CAP STAMPED BW& R ON THE EAST LINE OF SAID LOT 3; THENCE N21°38'16"W, ALONG THE EAST LINE OF SAID LOT 3, A DISTANCE OF60.00 FEET TO A FOUND #5 REBAR WITH YELLOW PLASTIC CAP STAMPED BW&R; THENCE N00°20'31"W, CONTINUING ALONG THE EAST LINE OF SAID LOT 3, A DISTANCE OF 200.51 FEET TO A FOUND #5 REBAR WITH YELLOW PLASTIC CAP STAMPED BW&R ON THE NORTH LINE OF SAID LOT 3; THENCE S889°39'29"W, ALONG THE NORTH LINE OF SAID LOT 3, A DISTANCE OF 394,00 FEET TO A FOUND #5 REBAR WITH YELLOW PLASTIC CAP STAMPED BW&R ON THE EAST RIGHT OF WAY LINE OF ARNOLD AVENUE; THENCE NO00°20'31"W, ALONG SAID EAST RIGHT OF WAY LINE OF ARNOLD AVENUE, A DISTANCE OF 354.00 FEET TO A FOUND #5 REBAR WITH ORANGE PLASTIC CAP STAMPED W&C CLS #158 ON THE SOUTH RIGHT OF WAY LINE OF SCHILLING ROAD; THENCE N89°39'29"E, ALONG THE SOUTH RIGHT OF WAY LINE OF SCHILLING ROAD, A DISTANCE OF 996.00 FEET TO THE EAST LINE EXTENDED OF A UTILITY EASEMENT; THENCE $00°20'31"E, ALONG SAID EAST LINE EXTENDED AND THE EAST LINE OF SAID UTILITY EASEMENT, A DISTANCE OF 360.79 FEET TO THE SOUTH LINE OF A UTILITY EASEMENT; THENCE S$89°20'40"W, ALONG SAID SOUTH LINE, A DISTANCE OF 21.86 FEET TO THE EAST LINE OF A. UTILITY EASEMENT; THENCE S00°33'52"E, ALONG SAID EAST LINE, A DISTANCE OF 39.19 FEET TO THE NORTH LINE OF A UTILITY EASEMENT; THENCE N89°21'39"E, ALONG SAID NORTH LINE, A DISTANCE OF 101.71 FEET TO THE EAST LINE OF A UTILITY EASEMENT; THENCE S00°20'30"E, ALONG SAID EAST LINE, A DISTANCE OF 237.43 FEET TO THE NORTH LINE OF A UTILITY EASEMENT; THENCE N89°39'29"E, ALONG SAID NORTH LINE, A DISTANCE OF 49.00 FEET TO THE EAST LINE EXTENDED OF A UTILITY EASEMENT; THENCE S00°20'31"E, ALONG SAID EAST LINE EXTENDED AND THEEASTLINE OFSAID UTILITY EASEMENT, A DISTANCE OF 1137.77 FEET TO THE POINT OFBEGINNING; SAID TRACT CONTAINS 36.21 ACRES, MORE OR LESS. 600596.20210\SITELEASE v.3 S-2 GILMORE & BELL, P.C. September 14, 2022 CITY OF SALINA, KANSAS AS ISSUER AND SFC GLOBAL SUPPLY CHAIN, INC. AS TENANT PROJECT LEASE DATED AS OF OCTOBER 1, 2022 $270,000,000 TAXABLE INDUSTRIAL REVENUE BONDS SERIES 2022 (SFC GLOBAL SUPPLY CHAIN PROJECT) 600596.20210\PROJECT LEASE v.4 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 Page ARTICLE I Definitions. ....... sc cccccessssecsesceessecessessensesesesssceeessseeesscaessssasessessesteseessessenscstensesseeanscessegs 1 Representations and Covenants by the Temanit. ...........csccssessssssetsessesssceesesssscessstecesssenes 35 Representations and Covenants by the Issuer... eesecceesscessesesseseeseeeesseeeesssseeserseees 6 ARTICLE II Granting Of Leasehold. oo... ccc cseeseseesecescesessesscsseeeeestecesssesesesenesesesseesareresseaseeesustseseess 7 ARTICLE Il Basic ReMt....... cc eeeseeceseceessesseeceeceecescescensenecensaeeseeeesecaeessessesesasesteceseessesessasseseseasesensesas 7 Additional Rent. ....ccccccssscccsessceessesesssseesessessesssaseereeseesseseasecesecasseseeseeseessaeseseveeseseesessas 7 Rent Payable Without Abatement or Setoff. ...0........ccesccscsesseesseseeeeessseseesessecssssecessseenees 7 Prepayment Of Basic Rent... cccssesscsstsesessssesesssecenecsseaeececscscsessescsesscsessresesesterseesees 8 Deposit of Rent by the Trustee... eee sceseneesseecesessesnessenessaseeeseesecsestseessseaeenees 8 Acquisition Of Bonds.......ccccscssccscsseccsssesscesesseeseesseessessesssescsssseeseesceaessseatsesseseessssceees 8 ARTICLE IV Disposition of Original Proceeds; Project FUNG. ...........c.ccccscccscsssssesscsssscsscssescssseensesees 8 ARTICLE V Acquisition of Interest in Real Property and Improvements. ..........c.ccccccssseseseeceeeeee 8 Project Contracts. .....cccscssssesssscsessecsesscssessssssenscseensssseeesseeesscseessssessseeeseesessestsseeesvaseeees 9 Payment of Project Costs for Buildings and Improvements.............:.0cceeceseseesereeeetees 9 Payment of Project Costs for Machinery and Equipment. ................ccccscssscssesesssessscrees 9 Completion of Project. 0... cece ce cee esecseeesesseeeseeteneaesessesesaesesessessecaseesseseeerseneees 10 Deficiency of Project FUN... .cccsesessesceersessseseescssseccesssesssaseseescesesseatsesseeeessseesnes 10 Right of Entry by the Issuer and the Trustee. .............c.ccccsssecesssessecssssesssssasecsssesseseees 10 Machinery and Equipment Purchased by the Tenant. ...........:.cccceccssscsessesesscssesesesennes 10 Project Property of the Issuer. ............ceeccccessesceceseeseenseceseescesessesseseeeeseesssscsscsesensenssees 10 Kansas Retailers! Sales Tax. ....cccssssssscssessessccessseeesseceesssssseseescecsscsessseessesesserssvaes 10 ARTICLE VI Insurance Requirements. ........cccscsssseseseesesscesesseescesssseesssssseseessescesscstesssseseseessesesesanes 11 General Insurance Provisions. 00.0... ete sscesessecsessesseenseetsescenseseceessessseeesecsseceneceeenee 11 Evidence Of Title. 0... cccscscssscssessereesccsccsssesseessseeessseeessscesssesessesescsecsesscsessensenesnssesoes 12 600596.2021 0\PROJECT LEASE v.4 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. Section 11.1. Section 12.1. Section 13.1. Section 13.2, Section 13.3. Section 13.4, Section 14.1. Section 15.1. Section 16.1. ARTICLE VII TMPOSItIONS. 2... eee eee cee ssessetascaeeeseeseesesacesesaceaeenseaeeasesenesesessesassaesaeseessecseeeneeesssneenses 12 Receipted Statements. ........ ccc cesesecseceeseeceseeseeeesesecsseasecseesaesenssesseaeaeseesessnecsuseeeesaes 12 Contest of Impositions.....0... es eesseseseesceneescesesseceeeseceeesseseesesaesseseesessecsscsessensenersees 12 Ad Valorem Taxes......ccsssssssessccessscccesssecsseeseeesssacsnsseeeseeressesnssaesessaesseseesessesseseeerseces 12 ARTICLE VII Use Of Project. .......cccccccccesccsssssesssessencsenseesessuestesssensessceeaeeseensessseessesessaasassvssvassasuaseeaseas 13 Environmental Provisions. ..........csccscscssssesceeesececerssceerseecceeesssnessseesecsesevsseceseseessseceeats 13 ARTICLE IX Sublease by the Tenant... eee ecseesssccsccecseeseescseesesneaesseesecaseessceseeseeseesscesseeneeseaeas 15 Assignment by the Tenant... cccssscscsssscsscessenseseesseeensessesesessessssaeesseaeesecsestesevsnenees 15 Release of the Tenant. 0.0... cceccccesssseesessessseeeeseesseecsaceceescerecsessessessesssenenseseneeeeesscseees 15 Mergers and Consolidations. ..........cccccccsssesscseseesscsesecsenssseneseecassecsecsscesesseseeseeeereenerss 15 Covenant Against Other Assignment... ccccessseccecseesessseseeseseesseseesesseesesetessernse 15 ARTICLE X Repairs and Maintenance. 0.0... ees eceeeeeceeseeneneeeeesensesaesesaesesaeceesaeceessesteseensceens 16 Removal, Disposition and Substitution of Machinery or Equipment.................00008 16 ARTICLE XI Alteration Of Project. 0... cccssssssssssessssrescsessseeeesssesessseceeseceesssassseeseneseaesesnsssuseesereseeess 16 ARTICLE XII Additional Improvement. ............ccccceseecceceeseseesseeseeceseeeesesessesaeeseneesecssesscsecsesersseataaes 16 ARTICLE XIII Securing of Permits and Authorizations. ..........ccccsssesssecessesssssessssessessesseescseeeeessnenss 17 Mechanic's Liens. .....csesesesssecsessessesesseseesesecscscencesecesesessensesesessesscenessseesateceesseesaneess 17 Contest Of Liens... eee eeesesseneeesensesscerseeseseaeeseeesecsecscessensesseesssaeassseneessscseaeesessesens 17 UNIS. cece eeeceeenseeeessecnessescenseessescseesseesscecesesssecstsseasieensaesaesesseeesseesesasscesseesssesess 17 ARTICLE XIV Indemnity... eee ccssescesesceseescesssesenessaeeeseeeeeesenseeseeeseseeaeesessesseseeesssecsesnessesaceeseeeseseaseees 18 ARTICLE XV ACCESS tO PLOject. oo. ccc cece eeceeecsseeecesensesceneesaseesecneensesessesesessasssseassasecesesesaesesssens 18 ARTICLE XVI Option to Extend Basic Term. ..0....c eee scsesseseeeetsceeesseessesssscesecaeesesacssesseneseeensvecens 18 600596.20210\PROJECT LEASE v.4 il 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. Section 19.1. Section 20.1. Section 20.2. Section 20.3. Section 21.1. Section 22.1. Section 23.1. Section 24.1. Section 24.2. Section 25.1. Section 25.2. Section 25.3. ARTICLE XVII Option to Purchase Project. .......ccccssecseseseeesecseessececsesssessceccsessessceesseeesecensssenersnseaes 19 Quality of Title and Purchase Price... sccsscssscsesseeseesveesssescsesscsscsecsescsccssavaseassacnes 19 Closing Of Purchase... .cccscssssesescesseseescessscesssscesseseesecssesseesscsessesssveersossessesetessenseres 19 Effect of Failure to Complete Purchase.........ccccsccscssscsessssscsscssececssscsssseecsssscessnsceaeeras 20 Application of Condemnation Awards if the Tenant Purchases Project. ..........0.0000 20 Option to Purchase Unimproved Portions of Real Property............0cccccssssssssesssseeeeseee 20 Quality of Title - Purchase Price. ..........:ccsccecssecessseccesseesecesesavsessesessesssessesssssveceeevasaes 20 Closing of Purchase. ..........cccccscsscsssesesssesessesseensssesssssenteseesessesscssacsaceeseasssesecaseasensvenseaes 21 Effect of Release on Lease. ..........esececsecesssceeseseeecseseeseesesesssesesecsesesssssscesscssesesseeseaeeanes 21 Effect of Failure to Complete Purchase... ccssccssssssssssssesesssecsesesscscscsssssevsoneeacscnes 21 ARTICLE XVIII Damage and Destruction. ......... ccc eeseecesessceeessceesecceeeessececstessesesssesesssvaseusesseceeseesenes 21 Condemnation, .0.... cc ecscecsscesssccecesseeceeceseesssneessesesseseeseesseseevssssessssssssscsecseavaucaseneranenaes 22 Effect of Tenant's Defaults. 00.0.0... cs cssssssceesnceessceceestesesesessesseseseesessssesssessssessseseveseas 22 ARTICLE XIX Change of Circumstances. .0.....cceecssseesssssssesseeeseeenecseeeneseseeeesssesesacsessstsssceesessesevesaes 23 ARTICLE XX Remedies on Default. 00.0.0... cceecsceeseseeceeseseessesseseseceeecaeessssseseesuceecsesesesececssvssenaseceeess 23 Survival Of Ob] gations. 00... ccc secsesecseessccceesseesseceessssesctsseesesssscssesecssssessuesavsesaerenes 24 No Remedy EXclusive. .0......escecessceecseecessesecseesecseesecsssseeasesessessesessesssnsscsevsuesevseeaeenses 24 ARTICLE XXI Performance of the Tenant's Obligations by the Issuer. ............c:.:ccccccsccsssscssssesenseseees 24 ARTICLE XXII Surrender Of POSSESSION,..........scsccssscessesssscecesestssessecseeseeessseasestsatestsaceesscesssssosseseseasas 25 ARTICLE XXIII NOUiCOS. .....ccccseccsessesscscssessssesenesacseeseseesseacsessesesacsevessceeesscacenensesesssacsesaeeessuseseussssssacaesecees 25 ARTICLE XXIV Triple-Net Lease. i... cccsessssessesesssecesecscecesseceeeseseceeeasecessssesesaceesaesessuseceuseseusacesseseears 25 Funds Held by the Trustee After Payment of Bonds............ccccccscesesssssesessssssscenseeceres 25 ARTICLE XXV Rights and Remedies. ..........scssscsesecssesesersesessescesseceseessssestscsecsecsesessssesscssesseessesesaeeaes 26 Waiver of Breach... escssesessesecceceecesesssseesscesesssnescessssensssesessesssscsecssscsssussceseevaesens 26 The Issuer Shall Not Unreasonably Withhold Consents and Approvals. ............0.08 26 600596.20210\PROJECT LEASE v.4 iii ARTICLE XXVI Section 26.1. | The Issuer May Not Release Interest without Tenant Consent. .....0..0...cceeeeeeeeeeeeeeee 26 Section 26.2. Quiet Enjoyment and Possession ..........sssssssssesssssseecscesseseesesesesssseceseseesseecsusessesvaecses 26 Section 26.3. Intentionally Omitted. 200.0... ceccececsesssseseeseseesesesssseseeseseeceessssecesssssecsssscsveccasseaeensves 26 Section 26.4. —_ Issuer's Obligations Limited. .....0...c..cccccccesessssssescsessssesesesesecsesessessssesesevscscsssossvaceececnees 26 ARTICLE XXVII Section 27.1. Investment Tax Credit; Depreciation. ............ccecccesecssssesseessessssscessesecacsecestseeectusesacaes 27 ARTICLE XXVIII Section 28.1. Amendment... sesessesseceeessecesssesesevsesenssaescsesesssceseseseseenscasansassescsesscsesssesscsensesonses 27 Section 28.2. Granting of Easements. .0...........:ecceccssessessesssssescesesessceseescsneensssscensesavsessacavsscsaessseceeneees 28 Section 28.3. Security Interests. 20.0... .eteseesessessseseseseseseusssssesssessssesesesessesesatsasscsesesssscssussevssscsavusnane 28 Section 28.4. Construction and Enforcement. .0..........ccccscssssesescesesseesesescsscssesscssssonsvssssencasesseseesenssaees 28 Section 28.5. — Invalidity of Provisions of Project Lease. ........cc.cccscsscsesssscssessssccscsscesesevseneeseessesncnss 28 Section 28.6. | Covenants Binding on Successors and ASSIgNS. ..........cccccccsssscssssecssssecessecssseeasecsecsacees 29 Section 28.7. — Section Headings... cicsssssssssessessseecssssseesssessssesesssseessseeesessesccesseseaseccasssessessneesenes 29 Section 28.8. | Execution of Counterparts; Electronic Transactions. ...........ccccccccscccssesceccecccercescecsees 29 Signatures and Acknowledgment... seseessseseeesensessevscneevscnensseseesesnesseessceesssaesessesssessseeecscsesuvevsensassessears 30 Appendix A, Form of Requisition for Payment of Project Costs.........csscesssssesssecesssesssescessessesseseesecssassnseevses A-1 Appendix B, Form of Certificate of Completion... cccessscssssessnsessessssecscsesesssesssscecsesseesecscseasscesvesevacensas B-1 Schedule I, Description of Property .........ceccsscsssssceseseseecessssseseesssesesesessessseseceseseseseeesecsceusessesssssavscscaseauacavarerene S-1 600596.20210\PROJECT LEASE v.4 iv PROJECT LEASE THIS PROJECT LEASE, made and entered into as of October 1, 2022 between the City of Salina, Kansas (the “Issuer"), and SFC Global Supply Chain, Inc., a Minnesota corporation (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 attorneys’ 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 attorneys’ 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 600596.20210\PROJECT LEASE v.4 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, 2022 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. 600596.20210\PROJECT LEASE v.4 "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: (4) 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 taxes 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 600596.20210\PROJECT LEASE v.4 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 XT 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: SFC Global Supply Chain, Inc. 115 W. College Drive Marshall, Minnesota 56258 Attn: Director of Real Estate With copy to: SFC Global Supply Chain, Inc. 8500 Normandale Lake Boulevard, Suite 2400 Bloomington, Minnesota 55437 Attn: General Counsel (2) With respect to the Issuer: City of Salina, Kansas 300 W. Ash Street P.O. Box 736 Salina, Kansas 67402 Attn: City Clerk (3) With respect to the Trustee: Security Bank of Kansas City 701 Minnesota Avenue, Suite 206 P.O. Box 171297 Kansas City, Kansas 66101 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 insurance 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. 600596.20210\PROJECT LEASE v.4 "Permitted Encumbrances" means all easements, liens and rights-of-way of record at the time of lease of the Real Property to the Issuer, and any mortgages, liens or other encumbrances or title exceptions referenced in the Owner’s Title Evidence. "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. "Real Property" means the real property (or interests therein) described in Schedule J 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. "Term" 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 Minnesota corporation, 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 corporation 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, redemption premium, if any, and interest on the Bonds. If, at any time during the Term of this Project Lease or the Indenture, the Tenant changes its state of incorporation, 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 incorporation or bylaws, 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, except any 600596.20210\PROJECT LEASE v.4 lien created by this Project Lease, 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. (f) The Tenant has obtained or will obtain any and all permits, authorizations, licenses and franchises necessary to construct the Improvements and 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. Q) 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 600596.20210\PROJECT LEASE v.4 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. 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 I 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 600596.20210\PROJECT LEASE v.4 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 the 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 as provided in the Indenture, or to optional redemption of Bonds (including redemption premium and interest) at the earliest date on which Bonds are subject to optional redemption. 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. 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. 600596.20210\PROJECT LEASE v.4 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, 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. 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 Trustee 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 subcontractors 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 this Project Lease by reference. All machinery and equipment constituting a part of 600596.20210\PROJECT LEASE v.4 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. 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 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. 600596.20210\PROJECT LEASE v.4 10 ARTICLE VI Section 6.1. Insurance Requirements. Tenant agrees 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. (e) Each policy of insurance required herein may be provided through blanket policies maintained by the Tenant. 600596.20210\PROJECT LEASE v.4 11 (f) 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 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 notice, hearing and procedural requirements established by law, and proper application has been made; and further provided that 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; (b) for the uses restricted pursuant to the provisions of K.S.A. 79-201a, Second and Twenty-Fourth, and (c) for real estate on which the Project is located. 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, 600596.20210\PROJECT LEASE v.4 12 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 seg. 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 attorneys’ 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 "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 600596.20210\PROJECT LEASE v.4 13 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. (f) 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. 600596.20210\PROJECT LEASE v.4 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. 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 financial 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 financial 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. 600596.20210\PROJECT LEASE v.4 15 ARTICLE X 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 equipment 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, 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 600596.20210\PROJECT LEASE v.4 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, zoning 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 hen 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 in, on or about the Project shall be contracted for by the Tenant in the Tenant's own name and the Tenant shall, at its sole cost and expense, procure any and all permits, licenses or authorizations necessary for all operations on the Project. 600596.20210\PROJECT LEASE v.4 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 licensees 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; provided, however, 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. Subject to the Tenant’s confidentiality requirements, 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 one (1) Business Day advance 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 600596.20210\PROJECT LEASE v.4 18 Default hereunder at the time it gives the Issuer such notice or at the time the Additional Term commences. In the event the Tenant exercises such option, the terms, 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 Term 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, (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 Bonds 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 full purchase price for the Project as follows: (a) the amount specified in clause (1) of Section 17.2 shall be 600596.20210\PROJECT LEASE v.4 19 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 impair 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 under this Project Lease, (c) taxes and assessments, general and special, if any, and (d) the interests of any 600596.20210\PROJECT LEASE v.4 20 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 XVHUI 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). (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, 600596.20210\PROJECT LEASE v.4 21 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. 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. 600596.20210\PROJECT LEASE v.4 22 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 attorneys’ 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. (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 taking 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 (subject, however, to any restrictions against termination of this Project Lease in the Indenture), 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 600596.20210\PROJECT LEASE v.4 23 this Project 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 attorneys’ 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 and the Trustee 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 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. 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. ARTICLE XXI 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 600596.20210\PROJECT LEASE v.4 24 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 XxI 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 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 that (a) this Project Lease is intended to be a triple-net lease, (b) 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) 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. 600596.20210\PROJECT LEASE v.4 25 ARTICLE XXV 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. 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 600596.20210\PROJECT LEASE v.4 26 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. 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, 600596.20210\PROJECT LEASE v.4 27 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 confirm 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 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 night 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 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. 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. 600596.20210\PROJECT LEASE v.4 28 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] 600596.20210\PROJECT LEASE v.4 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. CITY OF SALINA, KANSAS By: Kathy, par, im é 4 Trent W. Davis, M.D., Mayor (SEAL) ATTEST: —" hf / / J ‘f 7 / 4 rf — ~ / he aS ae DL. i! A | ff 1&4 - he JoVonna Rutherford, City Cterk— | ACKNOWLEDGMENT STATE OF KANSAS ) ) Ss: COUNTY OF SALINE ) So Nembey Vv The foregoing instrument was acknowledged before me this2b day of @cteber, 2022, by Trent W. Davis, M.D., Mayor of the City of Salina, Kansas. A. SARAH O. STEELE Notary Public (SEA bey Notary Public - State of Kansas My Appt. Expires June 12, 2025 Salah Q) teele_ Typed Name of Notary Public My Appointment Expires: b | 2 rors 600596.20210\PROJECT LEASE v. 1 (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. SFC GLOBAL SUPPLY CHAIN, INC. Name: Title: Assistant Treasurer "TENANT" ACKNOWLEDGMENT STATE OF MINNESOTA ) ) SS: COUNTY OF HENNEPIN ) bd This instrument was acknowledged before me on thecd day of October, 2022, by Jerry Kivel, Assistant Treasurer of SFC Global Supply Chain, Inc., a Minnesota corporation. DOTHIE K WOODRUFF 2) NOTARY PUBLIC - MINNESOTA MY COMMISSION EXPIRES 01/3/2023 Notary Public My Appointment Expires: /-3/-23 600596.20210\PROJECT LEASE v.1 (Tenant Signature Page to Project Lease) APPENDIX A FORM OF REQUISITION FOR PAYMENT OF PROJECT COSTS CITY OF SALINA, KANSAS Project Fund (SFC Global Supply Chain Project) Payment Order No. Security Bank of Kansas City Kansas City, Kansas Attn: Corporate Trust Department Thereby 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 » 20. Authorized Tenant Representative 600596.20210\PROJECT LEASE v.4 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 600596.20210\PROJECT LEASE v.4 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. Icertify 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. PAYMENT SCHEDULE Payee Name Description of Equipment Amount (include name of seller, manufacturer, descriptive name, capacity, serial number of model number, if available) Initials 600596.2021 0\PROJECT LEASE v.4 APPENDIX B FORM OF CERTIFICATE OF COMPLETION CERTIFICATE OF COMPLETION The undersigned, beg the Authorized Tenant Representative for SFC Global Supply Chain, Inc. (the Tenant”), as tenant under a Project Lease dated as of October 1, 2022 (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 2022 (SFC Global Supply Chain Project) issued pursuant to a Indenture dated as of October 1, 2022 (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 [ ] ) ) SS: COUNTY OF [ ] ) Subscribed and sworn to or affirmed before me, a notary public, this___ day of ,20_ [SEAL] Notary Public My Appointment Expires: 600596.20210\PROJECT LEASE v.4 SCHEDULE TL SCHEDULE I TO THE PROJECT LEASE, DATED AS OF OCTOBER 1, 2022, BY AND BETWEEN CITY OF SALINA, KANSAS AND SFC GLOBAL SUPPLY CHAIN, INC. PROPERTY SUBJECT TO PROJECT LEASE {A) A leasehold interest in the following described real estate located in Saline County, Kansas: A TRACT OF LAND LOCATED IN LOT ONE (1), BLOCK ONE (1 ) OF THE FINAL PLAT OF TONY'S SUBDIVISION TO THE CITY OF SALINA, SALINE COUNTY, KANSAS DESCRIBED AS FOLLOWS: COMMENCING AT A FOUND #5 REBAR WITH ORANGE PLASTIC CAP STAMPED W&C CLS #158 AT THE SOUTHEAST CORNER OF SAID BLOCK ONE (1 ), SAID POINT ALSO BEING ON THE NORTH RIGHT OF WAY LINE OF ARNOLD AVENUE AND THE WEST RIGHT OF WAY LINE OF CENTENNIAL ROAD; THENCE S89°39'29"W, ALONG SAID NORTH RIGHT OF WAY LINE OF ARNOLD AVENUE, A DISTANCE OF 990.47 FEET TO THE EXTENDED EAST LINE OF A UTILITY EASEMENT, ALSO BEING THE POINT OF BEGINNING; THENCE CONTINUING $89°39' 29"W, ALONG SAID NORTH RIGHT OF WAY LINE OF ARNOLD AVENUE, A DISTANCE OF 118.03 FEET TO A FOUND #5 REBAR WITH 2" ALUMINUM CAP STAMPED SAA; THENCE ALONG A CURVE TO THE RIGHT, CONTINUING ALONG SAID NORTH RIGHT OF WAY LINE OF ARNOLD AVENUE, AN ARC DISTANCE OF 133.63 FEET, SAID CURVE TO THE RIGHT HAVING A RADIUS OF 300.00 FEET, A CHORD BEARING OF N77°34'54"W AND A CHORD DISTANCE OF 132.52 FEET TO A FOUND #5 REBAR WITH ORANGE PLASTIC CAP STAMPED W&C CLS #158; THENCE N64°49'17"W, CONTINUING ALONG SAID NORTH RIGHT OF WAY LINE OF ARNOLD AVENUE, A DISTANCE OF 411.47 FEET TO A FOUND #5 REBAR WITH 2" ALUMINUM CAP STAMPED SAA; THENCE ALONG A CURVE TO THE LEFT, CONTINUING ALONG SAID NORTH RIGHT OF WAY LINE OF ARNOLD AVENUE, AN ARC DISTANCE OF 169.26 FEET, SAID CURVE TO THE LEFT HAVING A RADIUS OF 380.00 FEET, A CHORD BEARING OF N77°34'54"W AND A CHORD DISTANCE OF 167.86 FEET TO A FOUND #5 REBAR WITH 2" ALUMINUM CAP STAMPED SAA; THENCE $89°39'29"W, CONTINUING ALONG SAID NORTH RIGHT OF WAY LINE OF ARNOLD AVENUE, A DISTANCE OF 176.68 FEET TO A #5 REBAR WITH ORANGE PLASTIC CAP STAM PED W&C CLS #158 SET AT THE SOUTHWEST CORNER OF THE EAST 124 .00 FEET OF LOT 9, BLOCK 12, OF SCHILLING SUBDIVISION NO. 5; THENCE N00°20'31"W A DISTANCE OF 256.65 FEET TO A #5 REBAR WITH ORANGE PLASTIC CAP STAM PED W&C CLS #158 SET AT THE NORT HWEST CORNER OF THE EAST 124 .00 FEET OF LOT 9, BLOCK 12, OF SAID SCHILLING SUBDIVISION NO. 5; THENCE 889°39'29" W, ALONG THE NORTH LINE OF SAID 600596.20210\PROJECT LEASE v.1 S-1 LOT 9, ADISTANCEOF 166 .00 FEET TO A FOUND #5 REBAR ON THE EAST RIGHT OF WAY LINEOF ARNOLD AVENUE; THENCE N00°20'31"W, ALONG SAID EAST RIGHT OF WAY LINE OF ARNOLD AVENUE, A DISTANCE OF 187.50 FEET TO A FOUND #5 REBAR WITH ORANGE PLASTIC CAP STAMPED W&C CLS #158 AT THE SOUTHWEST CORNER OF LOT 7, BLOCK 12 , OF SAID SCHILLING SUBDIVISION NO. 5; THENCE N89°39'29"E, ALONG THE SOUTH LINE OF SAID LOT 7, A DISTANCE OF 166.00 FEET TO A #5 REBAR WITH ORANGE PLASTIC CAP STAMPED W&C CLS #158 SET AT THE SOUTHWEST CORNER OF THE EAST 124.00 FEET OF LOT 7, BLOCK 12, OF SAID SCHILLING SUBDIVISION NO. 5; THENCE N00°20'31" W A DISTANCE OF 182.00 FEET TO A #5 REBAR WITH ORANGE PLASTIC CAP STAMPED W&C CLS #158 SET AT THE NORTHWEST CORNER OF THE EAST 124.00 FEET OF LOT 7, BLOCK 12, OF SAID SCHILLING SUBDIVISION NO. 5; THENCE $89°39'29"W, ALONG THE NORTH LINE OF SAID LOT 7, A DISTANCE OF 166.00 FEET TO A #5 REBAR WITH ORANGE PLASTIC CAP STAMPED W&C CLS #158 SET ON THE EAST RIGHT OF WAY LINE OF ARNOLD AVENUE; THENCE N00°20'31"W, ALONG SAID EAST RIGHT OF WAY LINE OF ARNOLD AVENUE, A DISTANCE OF 258 .00 FEETTO A FOUND #5 REBAR WITH 2" ALUMINUM CAP STAMPED SAA AT THE SOUTHWEST CORNER OF LOT 3, BLOCK 12, OF SAID SCHILLING SUBDIVISION NO. 5; THENCE N89°39'29"E, ALONG THE SOUTH LINE OF LOT 3, BLOCK 12, OF SAID SCHILLING SUBDIVISION NO. 5, A DISTANCE OF 384.96 FEET TO A FOUND #5 REBAR WITH 2” ALUMINUM CAP STAMPED SAA; THENCE ALONG A CURVE TO THE RIGHT, CONTINUING ALONG THE SOUTH LINE OF SAID LOT 3, AN ARC DISTANCE OF 49.89 FEET, SAID CURVE TO THE RIGHT HAVING A RADIUS OF 50.00 FEET,. A CHORD BEARING OF N39°46'42"E AND A CHORD DISTANCE OF 47.84 FEETTO A FOUND #5 REBAR WITH YELLOW PLASTIC CAP STAMPED BW&R ON THE EAST LINE OF SAID LOT3; THENCE N21°38'16"W, ALONG THE EASTLINEOF SAIDLOT 3, A DISTANCE OF 60.00 FEET TO A FOUND #5 REBAR WITH YELLOW PLASTIC CAP STAMPED BW&R; THENCE N00°20'31"W, CONTINUING ALONG THE EAST LINE OF SAID LOT 3, A DISTANCE OF 200.51 FEET TO A FOUND #5 REBAR WITH YELLOW PLASTIC CAP STAMPED BW&R ON THE NORTH LINE OF SAID LOT 3; THENCE 889°39'29"W, ALONG THE NORTH LINE OF SAID LOT 3, A DISTANCE OF 394.00 FEET TO A FOUND #5 REBAR WITH YELLOW PLASTIC CAP STAMPED BW&R ON THE EAST RIGHT OF WAY LINE OF ARNOLD AVENUE; THENCE N00°20'31"W, ALONG SAID EAST RIGHT OF WAY LINE OF ARNOLD AVENUE, A DISTANCE OF 354.00 FEET TO A FOUND #5 REBAR WITH ORANGE PLASTIC CAP STAMPED W&C CLS #158 ON THE SOUTH RIGHT OF WAY LINE OF SCHILLING ROAD; THENCE N89°39'29"E, ALONG THE SOUTH RIGHT OF WAY LINE OF SCHILLING ROAD, A DISTANCE OF 996.00 FEET TO THE EAST LINE EXTENDED OF A UTILITY EASEMENT; THENCE 800°20'31"E, ALONG SAID EAST LINE EXTENDED AND THE EAST LINE OF SAID UTILITY EASEMENT, A DISTANCE OF 360.79 FEET TO THE SOUTH LINE OF A UTILITY EASEMENT; 600596.20210\PROJECT LEASE v.1 S-2 THENCE 889°20'40"W, ALONG SAID SOUTH LINE, A DISTANCE OF 21.86 FEET TO THE EAST LINE OF A. UTILITY EASEMENT; THENCE S00°33'52"E, ALONG SAID EAST LINE, A DISTANCE OF 39.19 FEET TO THE NORTH LINE OF A UTILITY EASEMENT; THENCE N89°21'39"E, ALONG SAID NORTH LINE, A DISTANCE OF 101.71 FEET TO THE EAST LINE OF A UTILITY EASEMENT; THENCE $00°20'30"E, ALONG SAID EAST LINE, A DISTANCE OF 237.43 FEET TO THE NORTH LINE OF A UTILITY EASEMENT; THENCE N89°39'29"E, ALONG SAID NORTH LINE, A DISTANCE OF 49.00 FEET TO THE EAST LINE EXTENDED OF A UTILITY EASEMENT; THENCE 800°20'31"E, ALONG SAID EAST LINE EXTENDED AND THEEAST LINE OF SAID UTILITY EASEMENT, A DISTANCE OF 1137.77 FEET TO THE POINT OF BEGINNING; SAID TRACT CONTAINS 36.21 ACRES, MORE OR LESS. the real property constituting the “Real Property” as referred to in the Project Lease, subject to Permitted Encumbrances. (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 £ together with any alterations or additional improvements properly deemed a part of the Project pursuant to and in accordance with the provisions of Sectrons 10.3 and 10.4 of the Project Lease, constitute the “Project” as referred to in both the Project Lease and the Indenture. 600596.20210\PROJECT LEASE v.1 5-3 GILMORE & BELL, P.C. September 14, 2022 SFC GLOBAL SUPPLY CHAIN, INC. AS TENANT CITY OF SALINA, KANSAS AS ISSUER SFC GLOBAL SUPPLY CHAIN, INC. AS PURCHASER BOND PURCHASE AGREEMENT $270,000,000 TAXABLE INDUSTRIAL REVENUE BONDS SERIES 2022 (SFC GLOBAL SUPPLY CHAIN PROJECT) 600596.20210\BPA BOND PURCHASE AGREEMENT $270,000,000 CITY OF SALINA, KANSAS TAXABLE INDUSTRIAL REVENUE BONDS SERIES 2022 (SFC GLOBAL SUPPLY CHAIN PROJECT) Dated: OCTOBER 12, 2022 THIS AGREEMENT entered into as of October 12, 2022 (the “Sale Date”), between SFC Global Supply Chain, Inc., a Minnesota corporation (the "Tenant” and "Purchaser") and the City of Salina, Kansas (the "Issuer"), 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, Site Lease 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 acquisition, construction and equipping of a commercial facility (the "Project") located within the corporate limits of the Issuer, to be leased by the Issuer to the Tenant pursuant to a Project Lease dated as of October 1, 2022 (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 October 12, 2022, 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 October 1, 2022 between the Issuer and Security Bank of Kansas City, Kansas City, Kansas, 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 be applied: (i) to provide for accrued interest through the date of Closing; (ii) to provide funds to pay Project Costs (as defined in the Indenture); and (iii) to pay expenses related to Bond issuance; all as set forth in the Project Lease, Ordinance and Indenture. 600596.20210\BPA 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 October 12, 2022, or such other place, time or date as shall be mutually agreed upon by the Issuer and the Purchaser, at the purchase price equal to the principal amount of the Bonds (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.” (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) Payment of the Purchase Price for the Bonds may be made by federal wire transfer or certified or official bank check or draft in immediately available federal funds, payable to the order of the Trustee for the account of the Issuer on or before the Closing Time on the Issue Date or in any other manner acceptable to the Trustee. Upon such payment, the Bonds shall be delivered and released upon the instructions of the Purchaser. The Bonds are purchased by Purchaser under the following conditions: (i) the Bonds are not being registered or otherwise qualified for sale under the “Blue Sky” laws; (ii) Purchaser will hold the Bonds as one single debt instrument, (iii) no CUSIP numbers will be obtained for the Bonds, (iv) no official statement or other similar offering document has been prepared in connection with the private placement of the Bonds, and (v) the Bonds will not close through the DTC or any similar repository and will not be in book entry form. (d) 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, the Bonds may be delivered in temporary form. The Bonds shall be available for examination and packaging 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 corporation organized and existing under the laws of the State of Minnesota, and, pursuant to all necessary corporate action, is authorized to purchase the Bonds and to execute and perform this Bond Purchase Agreement. 600596.20210\BPA (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, Site Lease 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, Site Lease 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. 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, a summary thereof 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. 600596.20210\BPA (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 Minnesota corporation, 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, 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 incorporation or bylaws, 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 officer 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 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 the knowledge of the officer of the Tenant signing this Bond Purchase Agreement, threatened, against the Tenant, its officers 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 or 600596.20210\BPA within 90 days thereafter, which would require a change in the Official Statement or be necessary in order to make the information contained therein not misleading in connection with the sale of the Bonds. 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. (ii) an opinion 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 confirming the Tenant's representations as set forth in paragraphs (b) through (d) inclusive of Section 5 of this Bond Purchase Agreement. (iii) 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. (iv) 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 Site Lease, 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, 600596.20210\BPA 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, (v) a certificate or certificates, satisfactory in form and substance to Bond Counsel and to the Purchaser and its counsel, of authorized officers 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. (vi) 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, Site Lease 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. 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 I 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 600596.20210\BPA 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 securities 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. (j) 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) If the Bonds are sold by the Issuer to the Purchaser, except as hereinafter set forth, 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) costs associated with obtaining municipal bond insurance or municipal bond ratings relating to the Bonds, if any; (5) 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; (6) fees of the Trustee; and (7) 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 600596.20210\BPA 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: City of Salina, Kansas 300 W. Ash Street P.O. Box 736 Salina, Kansas 67402 The Tenant SFC Global Supply Chain, Inc. and Purchaser: 115 W. College Drive Marshall, Minnesota 56258 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 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. 600596.2021 0\BPA 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. SFC GLOBAL SUPPLY CHAIN, INC., As Tenant and Purchaser Date: 10/3/27 Time: “& oe 4m. « By cage Cag Name: erry el Title: Assistant Treasurer Accepted and agreed to as of the date first above written. CITY OF SALINA, KANSAS By: Mayor ATTEST: (Seal) By: City Clerk 600596.20210\BPA (Signature Page to Bond Purchase Agreement) 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. SFC GLOBAL SUPPLY CHAIN, INC., As Tenant and Purchaser By: Name: Jerry Kivel Title: Assistant Treasurer Accepted and agreed to as of the date first above written. CITY OF SALINA, KANSAS Date: q 2 ley 2.022- Time: bes p.m. By: teed Dern > Mayor ATTEST: __ Seal) By; a an gS City Clerk 600596.20210\BPA (Signature Page to Bond Purchase Agreement) Gilmore & Bell, P.C. 10/19/2021 EXCERPT OF MINUTES OF A MEETING OF THE GOVERNING BODY OF THE CITY OF SALINA, KANSAS HELD ON NOVEMBER 1, 2021 The governing body met in regular session at the usual meeting place in the City of Salina, Kansas 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. HR RR RR RR ok Rk OR Rk (Other Proceedings) Among other business, in accordance with a notice published on October 22, 2021, in The Salina Journal, a public hearing was held by the governing body relating to the proposed issuance of Taxable Industrial Revenue Bonds (SFC Global Supply Chain, Inc.) in the principal amount not to exceed $600,000,000 (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, CONSTRUCTION AND EQUIPPING OF A COMMERCIAL FACILITY LOCATED IN THE CITY; AND AUTHORIZING EXECUTION OF RELATED DOCUMENTS Thereupon, Commissioner Davis moved that said Resolution be adopted. The motion was seconded by Commissioner Ryan. 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: 5. Nay: 0. Thereupon, the Mayor declared said Resolution duly adopted and the Resolution was then duly numbered Resolution No. 21-7999 and was signed by the Mayor and attested by the Clerk. BRR KK GRR RK KK ROR 600596.20210\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 governing body of the City of Salina, Kansas held on the date stated therein, and that the official minutes of such -proceedings are on file in my office. — [SEAL] f aS £ ‘ m < > / , ~ Fi; ~JoVonna ama BC Ruertord. City Clerk — pnd 2OP0o5 Alpe OF 600596.2021 0\INITIAL PROCEEDINGS (Clerk’s Certification of Minutes) EXCERPT OF MINUTES OF A MEETING OF THE GOVERNING BODY OF THE CITY OF SALINA, KANSAS HELD ON SEPTEMBER 19, 2022 The governing body of the City of Salina, Kansas met in regular session at the usual meeting place in the City, at 4:00 p.m., the following members being present and participating, to-wit: MAYOR TRENT W. DAVIS AND COMMISSIONERS MICHAEL L. HOPPOCK GREG LENKIEWICZ, BILL LONGBINE and KARL RYAN Absent: NONE: The Mayor declared that a quorum was present and called the meeting to order. te He GK ok ok cook ok ok Rook oe oR (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 2022 (SFC GLOBAL SUPPLY CHAIN PROJECT) FOR THE PURPOSE OF THE ACQUISITION, CONSTRUCTION AND EQUIPPING OF ADDITIONS TO AN EXISTING COMMERCIAL FACILITY; AND AUTHORIZING OTHER RELATED DOCUMENTS AND ACTIONS. Thereupon, Commissioner Ryan moved that the Ordinance be approved on first reading. The motion was seconded by Commissioner Longbine. The Ordinance was duly read and considered, and upon being put, the motion for the approval upon first reading of the Ordinance was carried by the vote of the governing body, the vote being as follows: Aye: MAYOR TRENT W. DAVIS AND COMMISSIONERS MICHAEL L. HOPPOCK GREG LENKIEWICZ, BILL LONGBINE and KARL RYAN Nay: NONE. i (Other Proceedings) wR RR KKK RK KO KK KOK 600596.2021 0\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. / Mp VA if) 7) » ga , ri A f } ALALAL / (Nar “City Clerk [SEAL] 600596.20210\ORDINANCE v.2 (Clerk’s Certificate of Minutes) EXCERPT OF MINUTES OF A MEETING OF THE GOVERNING BODY OF THE CITY OF SALINA, KANSAS HELD ON SEPTEMBER 26, 2022 The governing body of the City of Salina, Kansas met in regular session at the usual meeting place in the City, at 4:00 p.m., the following members being present and participating, to-wit: MAYOR TRENT W. DAVIS AND COMMISSIONERS MICHAEL L. HOPPOCK GREG LENKIEWICZ, BILL LONGBINE and KARL RYAN Absent: NONE. The Mayor declared that a quorum was present and called the meeting to order. 2K oe ok ok ok ok ok ok ok ok ok ok ok ok (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 2022 (SFC GLOBAL SUPPLY CHAIN PROJECT) FOR THE PURPOSE OF THE ACQUISITION, CONSTRUCTION AND EQUIPPING OF ADDITIONS TO AN EXISTING COMMERCIAL FACILITY; AND AUTHORIZING OTHER RELATED DOCUMENTS AND ACTIONS. Thereupon, Commissioner Longbine moved that the Ordinance be passed. The motion was seconded by Commissioner Lenkiewicz. The Ordinance was duly read and considered, and upon being put, the motion for the final passage of the Ordinance was carried by the vote of the governing body, the vote being as follows: Aye: MAYOR TRENT W. DAVIS AND COMMISSIONERS MICHAEL L. HOPPOCK. GREG LENKIEWICZ, BILL LONGBINE and KARL RYAN Nay: NONE. Thereupon, the Mayor declared the Ordinance duly passed and the Ordinance was then duly numbered Ordinance No. 22-11131 and was signed by the Mayor and the signature attested by the City Clerk. CR OR RR ROR ROR KKK ROK (Other Proceedings) *e KK KOK OK KKK KOE KE & 600596.20210\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. a ail / AL [ff ) 7 [SEAL] 4 WA tal g > / WA / « City Clerk 600596.20210\ORDINANCE v.2 (Clerk’s Certificate of Minutes) Gilmore & Bell, P.C. 10/19/2021 RESOLUTION NO. 21-7999 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, CONSTRUCTION AND EQUIPPING OF A COMMERCIAL FACILITY LOCATED IN THE CITY; AND AUTHORIZING 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 further 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 seg. (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 principal amount not to exceed $600,000,000 be authorized and issued, in one or more series, to provide funds to pay the costs of the acquisition, construction and equipping of a commercial facility (the "Project") located in the Issuer and to be leased by the Issuer to SFC Global Supply Chain, Inc., a Minnesota corporation, or an affiliate formed by the principals of SFC Global Supply Chain, Inc. (the "Tenant"). NOW, THEREFORE, BE IT RESOLVED BY THE GOVERNING BODY OF THE CITY OF SALINA, KANSAS: Section 1. 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 thereby 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, construction and equipping of the Project and to issue its revenue bonds, in one or more series, in the principal amount not to exceed $600,000,000 (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 of the 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 satisfactory to the Issuer and the Tenant; (c) the successful negotiation and sale of the Bonds to a purchaser or purchasers yet to be determined (the "Purchaser"), which sale shall be the responsibility of the Tenant and not the Issuer; (d) the receipt of the approving legal opinion of Gilmore & 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 underwriting 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 Appeals; and (g) the execution and 600596.202 1 O\INITIAL PROCEEDINGS delivery by the Tenant of a performance agreement in substantially the form presented to the governing body of the Issuer with this Resolution. Section 4. Property Tax Exemption. The Issuer hereby determines that pursuant to the provisions of K.S.A. 79-201a 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 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, In 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. 12-1749d. The Tenant is responsible for preparing such application and providing the same to the Issuer for its review and submission to the State Board of Tax Appeals. Section 5. Reliance by Tenant; Limited Liability of Issuer. 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 ail 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 6. Execution and Delivery of Bond Purchase Agreement. At such time as the Tenant has demonstrated compliance with the provisions of this Resolution, the Mayor and City Clerk are authorized to execute a bond purchase agreement with the Purchaser and the Tenant for the sale of the Bonds in a form satisfactory to the City Attorney and Bond Counsel. Section 7. 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: 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 8. Effective Date. This resolution shall become effective upon adoption by the Governing Body and shall remain in effect until December 31, 2025, unless extended by affirmative vote of a majority of the Governing Body. [BALANCE OF THIS PAGE INTENTIONALLY LEFT BLANK] 600596.20210\INITIAL PROCEEDINGS ADOPTED by the governing body of the City of Salina, Kansas on November 1, 2021. [SEAL] Mawr i 0% We hs Vil | POTS Melissa Rose Hodges, Mayor Attest: we ) Z , / a) ( Libk JoVonna A, Rutherford, Cify Clerk 4 600596.2021 0\INITIAL PROCEEDINGS (Signature Page to Resolution) CERTIFICATE 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 November 1, 2021, as the same appears of record in my office. DATED: November 1, 2021. { A Z JoVonna A? Rutherford, City Clerk 600596.20210\INITIAL PROCEEDINGS (Signature Page to Resolution) Gilmore & Bell, P.C. 10/19/2021 AFFIDAVIT OF MAILING AND PUBLICATION 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 October 20, 2021, I mailed a letter and attached Notice of Public Hearing addressed as follows: Board of Education Unified School District No. 305 1511 Gypsum Street Salina, KS 67401 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 October 22, 2021, which date was at least seven days prior to the date the public hearing was held. A true copy of the affidavit of publication 5 the Notice of Hearing is attached to this affidavit. : / ) / / / JoVonna A. Rutherford, Clerk ~—- STATE OF KANSAS ) ) SS: COUNTY OF SALINE ) Subscribed and sworn or affirmed before methis-)(o day of October, 2021. \ / — i = ( /\ iY n%, ASHLEY RUSSELL | NZ wh Der ( / lL Lbt4A [SEAL] ~ i+: My Appointment Expires = Notary PRblig é August 30, 2022 Pers a Acie. C | ce i/ My Appointment Expires: Typed or Printed Name : Notary Public fi’ ‘ am RO AD S 600596.20210\Affidavit of Mailing FINANCE DEPARTMENT Cityof TELEPHONE - (785) 309-5735 JoVonna A. Rutherford oo FAX - (785) 309-5738 City Clerk y 300 West Ash - P.O. Box 736 E-MAIL - jovonna.rutherford@salina.org Salina, Kansas 67402-0736 Salina WEBSITE - www.salina-ks.gov October 20, 2021 Board of Education Unified School District No. 305 1511 Gypsum Street Salina, KS 67401 County Clerk Board of County Commissioners City/County Building 300 W Ash St, Room 215 Salina, KS 67401 Re: Not to Exceed $600,000,000 City of Salina, Kansas Taxable Industrial Revenue Bonds (SFC Global Supply Chain, Inc.) 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. 12-1749c and K.S.A. 12-1749d, as amended. Very truly yours, CITY OF SALINA; KAN SAS a Sk ff |} D Pf, f / yf es Zp fb JoVonna A. Rutherford, City Clerk Enclosure (Published in The Salina Journal, October 22, 2021) NOTICE OF PUBLIC HEARING AND OF ISSUANCE OF TAXABLE 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 November 1, 2021 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 (SFC Global Supply Chain, Inc.), in the principal amount not to exceed $600,000,000 (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 seg., as amended, to pay the costs of the acquisition, construction and equipping of a commercial facility to be located at 3019 Scanlan Avenue in the Issuer. The Issuer further intends to lease such facility to SFC Global Supply Chain, Inc., a Minnesota corporation, or an affiliate formed by the principals of SFC Global Supply Chain, Inc. (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. 12-1744e, 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 November 1, 2021, 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. Dated: October 22, 2021 CITY OF SALINA, KANSAS JoVonna Rutherford, Clerk 600596.20210\INITIAL PROCEEDINGS LOCALIQ Salina Journal PO Box 631367 Cincinnati, OH 45263-1367 The Hutchinson News The Topeka Capital-Journal PROOF OF PUBLICATION Angie Sizemore Gilmore & Bell-Le-Wichita 100 N MAIN ST # 800 WICHITA KS 67202 STATE OF WISCONSIN, COUNTY OF BROWN The Salina Journal, a daily newspaper published at Salina, Saline Ceunty, 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: 09/30/2022 Sworn to and subscribed before on 09/30/2022 ll, bpee- Notary, State of WI, County of tS 7 7S My commision expires Publication Cost: $152.71 Order No: 7845325 # of Copies Customer No: | 603199 2 PO #: THIS IS NOT AN INVOICE! Please do nat use this form for payment remittance. (Published in The Salina Journal on September 30, 2022) SUMMARY OF ORDINANCE NO. 22-11131 On Sentember 26, 2022, the governing body of the City of Salina, Kansas passed on or- dinance entitled: AN ORDINANCE AUTHO- RIZING THE CITY OF SA- LINA, KANSAS TO ISSUE {TS TAXABLE INDUS- TRIAL REVENUE BONDS, SERIES 2022 (SFC GLOBAL TION, CONSTRUCTION AND EQUIPPING OF ADDITIONS TO AN EXIST- ING COMMERCIAL FACIL- ITY;-ANO AUTHORIZING OTHER RELATED DOCU- MENTS AND ACTIONS, The Ordinance authorizes the issuer fo issue its Taxable industrial Revenue Bonds, Series 2022 (SFC Gicbal Supply Chain Project) in the aggregate principal amount of $270,060,000 (the "Series 2022 Bonds"}, for the purpose of paying the costs of the acquisition, construction and equipping of an addition to a commercial facility (the “Project’), as more fully described in the [ndenture, the Site Lease and the Project Lease authorized by the Ordinance. The Project will be leased by the issuer ta SFC Global Supply Chain, inc., a Minnesota Corpora- tion. [n connection with the issuance of the Series 2022 Bonds, the Issuer approves a ten (0) year exemption from ad valorem property taxes for the Project. A complete text of the Ordi- hance 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 dote of this Summary at www. saling-ks.gov. This Summary is hereby certified to be legatly accu- rate and sufficient pursuant to the laws of the State of Kansas. DATED: September 26, 2022. ésf Greg Bengtson Greg Bengtson, City Attorney KATHLEEN ALLEN Notary Public State of Wisconsin Page 1 of 1 GILMORE & BELL, P.C. SEPTEMBER 14, 2022 ORDINANCE NO. 22-11131 OF THE CITY OF SALINA, KANSAS AUTHORIZING THE ISSUANCE OF $270,000,000 TAXABLE INDUSTRIAL REVENUE BONDS SERIES 2022 (SFC GLOBAL SUPPLY CHAIN PROJECT) 600596.202 10\ORDINANCE v.2 (Summary Published in The Salina Journal, September 30, 2022) ORDINANCE NO. 22-11131 AN ORDINANCE AUTHORIZING THE CITY OF SALINA, KANSAS TO ISSUE ITS TAXABLE INDUSTRIAL REVENUE BONDS, SERIES 2022 (SFC GLOBAL SUPPLY CHAIN PROJECT) FOR THE PURPOSE OF THE ACQUISITION, CONSTRUCTION AND EQUIPPING OF ADDITIONS TO AN EXISTING COMMERCIAL FACILITY; AND AUTHORIZING OTHER RELATED DOCUMENTS AND ACTIONS. THE GOVERNING BODY OF THE CITY OF SALINA, KANSAS HAS FOUND AND DETERMINED: A, The City of Salina, Kansas (the "Issuer") is authorized by K.S.A. 12-1740 et seq., as amended (the "Act"), to acquire, construct, improve and equip 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. B. The Issuer's governing body has determined that it is desirable in order to promote, stimulate and develop the general economic welfare and prosperity of the Issuer and the State of Kansas that the Issuer issue its Taxable Industrial Revenue Bonds, Series 2022 (SFC Global Supply Chain Project) in the aggregate principal amount of $270,000,000 (the "Series 2022 Bonds"), for the purpose of paying the costs of the acquisition, construction and equipping of additions to a commercial facility (the "Project") as more fully described in the Indenture and in the Lease authorized in this Ordinance, for lease to SFC Global Supply Chain, Inc., a Minnesota Corporation (the "Tenant"). Cc. The Issuer's governing body finds that it is necessary and desirable in connection with the issuance of the Series 2022 Bonds to execute and deliver the following documents (collectively, the "Bond Documents"): (i) a Trust Indenture (the "Indenture"), with Security Bank of Kansas City, Kansas City, Kansas, as Trustee (the "Trustee"), prescribing the terms and conditions of issuing and securing the Series 2022 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, construct and equip 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 2022 Bonds by the Issuer to SFC Global Supply Chain, Inc., Salina, Kansas (the “Purchaser”). Dz. The Issuer's governing body has found that under the provisions of K.S.A. 79-201a Twenty- Fourth, the Project purchased or constructed with the proceeds of the Series 2022 Bonds is eligible for exemption from ad valorem property taxes for up to ten (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 600596.20210\ORDINANCE v.2 provisions of K.S.A. 72-53,113, and amendments thereto. The Issuer's governing body has further found that the Project should be exempt from ad valorem property taxes for a period of ten (10) years. 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 K.S.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. 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 2022 Bonds, to be designated "City of Salina, Kansas Taxable Industrial Revenue Bonds, Series 2022 (SFC Global Supply Chain Project)" in the aggregate principal amount of $270,000,000, for the purpose of providing funds to pay the costs of the acquisition, construction and equipping of the Project. The Series 2022 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 Indenture. The Series 2022 Bonds will be ‘special limited obligations of the Issuer payable solely from the Trust Estate under the Indenture, including revenues derived from the Project Lease. The Series 2022 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 2022 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 2022 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 2022 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 2022 Bonds, the Bond Documents and the other 600596.20210\ORDINANCE v.2 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. Pledge of the Project and Net Lease Rentals. The Issuer hereby pledges the Project and the net rentals generated under the Project Lease to the payment of the Series 2022 Bonds in accordance with K.S.A. 12-1744. The lien created by the pledge will be discharged when all of the Series 2022 Bonds are paid or deemed to have been paid under the Indenture. 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, 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 the 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 2022 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 of a summary thereof once in the Issuer's official newspaper. [BALANCE OF THIS PAGE LEFT BLANK INTENTIONALLY] 600596.20210\ORDINANCE v.2 CERTIFICATE I hereby certify that the attached copy is a true and correct copy of Ordinance No. 22-11131 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. — ”~ Lf | } ‘ [SEAL] ihe OF ff / rd ial . aS OF 5 ay > i) | Sl A pre iv a oe 4 ~ Pe = < bi aS "ORGANIZE, ara “O City Clerk i So H a 49% 1876 : % a, a v “>P wa, a ro G 600596.20210\ORDINANCE v.2 (Clerk’s Certificate) PASSED by the governing body of the Issuer on September 26, 2022, and SIGNED by the Mayor. aeneneeee wi <P (SEAL) canes ee \ ATTEST: [BALANCE OF THIS PAGE INTENTIONALLY LEFT BLANK] 600596.20210\ORDINANCE v.2 (Signature Page to Bond Ordinance) LOCALiQ Salina Journal The Hutchinson News PO Box 631367 Cincinnati, OH 45263-1367 The Topeka Capital-Journal PROOF OF PUBLICATION Jovonna Rutherford Gilmore & Bell-Le-Wichita 100 N MAIN ST # 800 WICHITA KS 67202 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: 09/30/2022 Sworn to and subscribed before on 09/30/2022 Notary, State of WI, Couity of Brown [—? My commision expires Publication Cost: $152.71 Order No: 7845325 # of Copies: Customer No: 603199 1 PO#: THIS IS NOT AN INVOICE! Please do not use this form for payment remittance. > eet —— 7m | ATHLEEN ALLE | “ Notary Public i tate of Wisconsin Yiecesenee ee nin ee ea et] i (Published in The Salina Journal on September 30, 2022) SUMMARY OF ORDINANCE NO. 22-11131 On September 26, 2022, the governing body of the City of Salina, Kansas passed an or- dinance entitled: AN ORDINANCE AUTHO- RIZING THE CITY OF SA- LINA, KANSAS TO ISSUE ITS TAXABLE INDUS- TRIAL REVENUE BONDS, SERIES 2022 (SFC GLOBAL SUPPLY CHAIN PRO- FOR THE PUR- CONSTRUCTION AND EQUIPPING OF ADDITIONS TO AN EXIST- ING COMMERCIAL FACIL- ITY; AND AUTHORIZING OTHER RELATED DOCU- MENTS AND ACTIONS. The Ordinance authorizes the issuer to issue its Taxable industrial Revenue Bonds, Series 2022 (SFC Global Supply Chain Project) in the aggregate principal amount of $270,000,000 (the "Series 2022 Bonds"), for the purpose of paying the costs of the acquisition, construction and equipping of an addition to 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 SFC Global Supply Chain, inc., ao Minnesota Corpora- tion. In connection with the issuance of the Series 2022 Bonds, the issuer approves a ten (10) year exemption from ad valorem property taxes for the Project. A complete text of the Ordi- nance 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 iess than 7 days following the pubiication date of this Summary at www.salina-ks.gov. This Summary is hereby certified to be legally accu- rate and sufficient pursuant to the laws of the State of Kansas. DATED: September 26, 2022. és/ Greg Bengtson Greg Bengtson, City Attorney Page 1 of 1 (Published in The Salina Journal on September 30, 2022) SUMMARY OF ORDINANCE NO. 22-11131 September 26, 2022 On @rdinarce, 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 2022 (SFC GLOBAL SUPPLY CHAIN PROJECT) FOR THE PURPOSE OF THE ACQUISITION, CONSTRUCTION AND EQUIPPING OF ADDITIONS TO AN EXISTING COMMERCIAL FACILITY; AND AUTHORIZING OTHER RELATED DOCUMENTS AND ACTIONS. The Ordinance authorizes the Issuer to issue its Taxable Industrial Revenue Bonds, Series 2022 (SFC Global Supply Chain Project) in the aggregate principal amount of $270,000,000 (the "Series 2022 Bonds"), for the purpose of paying the costs of the acquisition, construction and equipping of an addition to 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 SFC Global Supply Chain, Inc., a Minnesota Corporation. In connection with the issuance of the Series 2022 Bonds, the Issuer approves a ten (10) 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: September 26, 2022. fl 4y are fey City Attorney / ( 600596.20210\ORDINANCE 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 ALL 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) 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 2022 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 2022 BOND SHOULD NOT REGARD THE INTEREST HEREON’AS BEING EXEMPT FROM FEDERAL INCOME TAXATION. No. R-1 $270,000,000 UNITED STATES OF AMERICA STATE OF KANSAS COUNTY OF SALINE | CITY OF SALINA, KANSAS TAXABLE INDUSTRIAL REVENUE BOND SERIES 2022 (SFC GLOBAL SUPPLY CHAIN PROJECT) Interest Maturity Dated Rate: 4.00% Date: 12/31/2032 Date: 10/12/2022 Registered Owner: SFC GLOBAL SUPPLY CHAIN, INC. Principal Amount: ‘TWO HUNDRED AND SEVENTY MILLION 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 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 the 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, 2022 (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 Security Bank of Kansas City in Kansas City, Kansas (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 such Interest Payment Date. Such interest shall be payable (a) by check or draft mailed by the Paying Agent to 600596.20210\BOND SPECIMEN 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 2022 (SFC Global Supply Chain Project)," in the aggregate original principal amount of $270,000,000 (the "Series 2022 Bonds"), issued for the purpose of providing funds to pay the costs of the acquisition, construction and equipping of a commercial facility (the "Project"), to be leased by the Issuer to SFC Global Supply Chain, Inc., a Minnesota corporation (the "Tenant"), under the terms of a Project Lease dated’as of October 1, 2022, between the Issuer and the Tenant (the 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 K.S.A. 12-1740 et seq. and pursuant to proceedings duly had by the governing body of the Issuer. The Series 2022 Bonds are issued under and are equally and ratably secured and entitled to the protection of the Trust Indenture, dated as of October 1, 2022 (the 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 2022-Bonds (the Series 2022 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. The Series 2022 Bonds are subject to redemption prior to maturity, at the option of the Issuer, upon instructions from the Tenant, on and after October 12, 2022, 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, 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, failure to give such notice by mailing, 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. 600596.20210\BOND SPECIMEN 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 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 (SFC Global Supply Chain 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 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. 600596.20210\BOND SPECIMEN 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 October 12, 2022. (SEAL) Mayor Manip oret: —_ S ATTEST: (FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION) This Bond certificate evidences ownership of the City of Salina, Kansas Taxable Industrial Revenue Bonds, Series 2022 (SFC Global Supply Chain Project), as described herein and in the within-mentioned Trust Indenture. The date of authentication of this Bond is October , 2022. Security Bank of Kansas City Kansas City, Kansas, Trustee By: Authorized Signature 600596.20210\BOND SPECIMEN (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: 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: [Seal of Bank] (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 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. 600596.20210\BOND SPECIMEN ry 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 $270,000,000 for the City of Salina, Kansas Taxable Industrial Revenue Bonds, Series 2022 (SFC Global Supply Chain Project); and one (1) sample Bond. GILMORE & BELL, P.C. By: LlngeeL0 Sagngre 600596.20210\CLOSING DOCUMENTS STATE OF KANSAS OFFICE OF SECRETARY OF STATE I, Scorr Scuwas, Kansas Secretary of State, certify that the records of this office reveal the following: The Certificate of Manual Signature for TRENT W. DAVIS, MAYOR SALINA, CITY OF, KANSAS was filed in this office the 4th day of April, A.D. 2022 as provided by K.S.A. 75-4001 through 75-4007. IN TESTIMONY WHEREOF: T hereiv set my hand and cause be affixed my official seal. Done at the City of Topeka, this 14th day of April, A.D. 2022 Jia Sheal— SCOTT SCHWAB KANSAS SECRETARY OF STATE IL I, Scott Scuwas, Kansas Secretary of State, certify that the records of this office reveal the following: STATE OF KANSAS OFFICE OF SECRETARY OF STATE 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 TESTIMONY WHERKOF’: 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 | 2 | | Eppes mo exsnceret _ ie ISSUER'S CLOSING CERTIFICATE $270,000,000 City of Salina, Kansas Taxable Industrial Revenue Bonds Series 2022 (SFC Global Supply Chain 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 October 12, 2022, 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 Trent W. Davis, M.D. Mayor 1/2022 to Present 9/2014 to Present Mike Hoppock Commissioner 1/2018 to Present Karl Ryan Commissioner 4/2015 to Present Greg Lenkiewicz Commissioner 1/2022 to Present Bill Longbine Commissioner 1/2022 to Present Melissa Rose Hodges Mayor 1/2021 to 1/2022 Commissioner 1/2017 to 1/2022 Aaron Peck Commissioner 5/2021 to 1/2022 JoVonna Rutherford City Clerk 3/2021 to Present 1.4, Official Newspaper. 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 SFC Global Supply Chain, Inc., 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 600596.20210\CLOSING DOCUMENTS and complete; 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 $270,000,000, 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. 22-11131 (the “Ordinance”): (i) a Trust Indenture dated as of October 1, 2022 (the “Indenture”), with Security Bank of Kansas City, Kansas City, Kansas, as Trustee (the "Trustee"), prescribing the terms and conditions of issuing and securing the Bonds; (ii) a Site Lease dated as of October 1, 2022 (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 October 1, 2022 (the “Project Lease’’), with the Tenant, under which the Issuer will acquire, construct and equip 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 2022 Bonds by the Issuer to the Tenant, as purchaser (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 the 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. 600596.20210\CLOSING DOCUMENTS 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 within the corporate limits of the Issuer. 3.2. No 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] 600596.20210\CLOSING DOCUMENTS 3 IN WITNESS WHEREOF, we have signed this Certificate and applied the official seal of the Issuer for delivery concurrently with the issuance and delivery of the Bonds on the date stated above. CITY OF SALINA, KANSAS [SEAL] Trent WePavis, M.LD., Mayor ATTEST: - A) fF] AS / oH YY I/] yi C7 a CA. AL Ltd “ : Su JoVontia Rutherford, City Clerk 600596.20210\CLOSING DOCUMENTS (Signature Page to Issuer’s Closing Certificate) EXHIBIT A ANALYSIS OF COSTS AND BENEFITS 600596.20210\CLOSING DOCUMENTS EXHIBIT A ANALYSIS OF COSTS AND BENEFITS 600596.20210\CLOSING DOCUMENTS WICHITA STATE UNIVERSITY Center for Economic Development and Business Research Wichita State University 1845 Fairmount St. Wichita, Kansas 67260-0121 (316) 978-3225 DATE OF ANALYSIS 11/1/2021 TIME OF ANALYSIS 2:52 PM VERSION OF ANALYSIS V6 PROJECT SUMMARY (no multipliers, no substitution) Company Name Project Rise Number of new jobs for 10-year period 1,326 Amount of payroll for 10-year period $922,699,984 Amount of capital investment for 10-year period $600,000,000 Land $0 Buildings $325,000,000 Machinery and Equipment $275,000,000 INCENTIVE SUMMARY City Incentives - Salina 26,238,074 Tax abatement 23,070,125 Sales tax exemption 1,617,949 Forgivable loans 0 Infrastructure 900,000 Cash value all other incentives 650,000 County Incentives - Saline 31,561,197 Tax abatement 31,230,063 Sales tax exemption 331,134 Forgivable loans 0 Infrastructure 0 Cash value all other incentives 0 State Incentives 27,543,250 Tax abatement 17,468,750 Sales tax exemption 5,674,500 Forgivable loans 0 Training dollars 2,300,000 Infrastructure 2,100,000 Cash value all other incentives 0 School District Incentives - 305 Salina 14,646,125 Tax abatement 14,646,125 Page 1 of 21 ae onatescansazeccascas WICHITA STATE Center for Economic Development and Business Research Wichita State University 1845 Fairmount St. Wichita, Kansas 67260-0121 (316) 978-3225 UNIVERSITY DATE OF ANALYSIS 11/1/2021 TIME OF ANALYSIS 2:52 PM VERSION OF ANALYSIS V6 TAX ABATEMENT PARAMETERS Real Property Number of years 10 Percentage 100.0% Personal Property Number of years 0 Percentage 0.0% CONSTRUCTION IMPACTS Jobs Multiplier 1.8239 Earnings Multiplier 1.6458 Direct jobs 2,539 Direct payroll earnings $131,000,000 Total jobs 4,630 Total payroll earnings $215,599,800 SUBSTITUTION Firm NAICS code 311410 Frozen food manufacturing Substitution percentage applied to firm operations 0.0% FIRM MULTIPLIERS (On-going Operations) Jobs 2.7978 Earnings 2.3326 ECONOMIC IMPACT OF FIRM OPERATIONS Number of jobs 10-year period Direct 1,326 Total 3,710 Payroll eamings for 10-year period Direct $922,699,984 Total $2,152,289,982 Page 2 of 21 Wichita State University 1845 Fairmount St. Wichita, Kansas 67260-0121 Center for Economic Development and Business Research Wiciva Stare (316) 978-3225 UNIVERSITY DATE OF ANALYSIS 11/1/2021 TIME OF ANALYSIS 2:52 PM VERSION OF ANALYSIS V6 FISCAL IMPACT City Fiscal Impacts. - Salina Discounted Present value of net benefits $6,711,222 Rate of Return on Investment Net public benefits 10-year period $6,711,222 Public costs 10-year period $22,302,046 ROI 30.1% Benefit-Cost Ratio Public benefits 10-year period $29,013,267 Public costs 10-year period $22,302,046 Benefit-Cost Ratio 1.30 County Fiscal Impacts. - Saline Discounted Present value of net benefits aaaa Rate of Retum on Investment Net public benefits 10-year period $4,978,437 Public costs 10-year period $26,303,945 RO| 18.9% Benefit-Cost Ratio Public benefits 10-year period $31,282,382 Public costs 10-year period $26,303,945 Benefit-Cost Ratio 1.19 State Fiscal Impacts Discounted Present value of net benefits $181 ,592,523 Rate of Return on Investment Net public benefits 10-year period $181,592,523 Public costs 10-year period $24,308,480 ROl 747.0% Benefif-Cost Ratio Public benefits 10-year period $205,901 ,003 Public costs 10-year period $24,308,480 Benefit-Cost Ratio 8.47 School District Fiscal Impacts. - 305 Salina Discounted Present value of net benefits $5,405,793 Rate of Retum on Investment Net public benefits 10-year period $5,405,793 Public costs 10-year period $12,180,604 ROl 44.4% Benefit-Cost Ratio Public benefits 10-year period $17,586,398 Public costs 10-year period $12,180,604 Benefit-Cost Ratio 1.44 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. CEDBR 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 CEDBR 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 CEDBR 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. CEDBR does not assume any responsibility for any and all decisions made or actions taken based upon the FORWARD-LOOKING STATEMENTS provided by CEDBR. Page 4 of 21 ase Center for Economic Development and Business Research Project or Company Name: Project Rise Wichita State University i usu 4845 Fairmount St. Date of Analysis: 11/1/2021 Perineal Aan Wichita, Kansas 67260-0121 Version of Analysis: V6 WicHita State (316) 978-3225 City Fiscal Impacts. - Salina Benefit-Cost Ratio Present Value of Net Benefits 1.40 1.20 1.00 - 0.80 - 0.60 - 0.40 - 0.20 - 0.00 - 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 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 1.40 1.20 1.00 0.80 0.60 0.40 0.20 0.00 Project or Company Name: Project Rise Date of Analysis: 11/1/2021 Version of Analysis: V6 County Fiscal Impacts. - Saline Yrs. Yrs. Yrs. Yrs. Yrs. Yrs. Yrs. Yrs. Yrs. Present Value of Net Benefits oe Center for Economic Development and Business Research Wichita State University 1845 Fairmount St. ssonavenvonTerssersnns Wichita, Kansas 67260-0121 Wichita STATE (316) 978-3225 UNIVERSITY Benefit-Cost Ratio 9.00 8.00 7.00 6.00 5.00 4.00 3.00 2.00 1.00 0.00 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 Project or Company Name: Project Rise Date of Analysis: 11/1/2021 Version of Analysis: V6 Yr. Yrs. Yrs. Yrs. Yrs. Yrs. Yrs. Yrs. Yrs. Yrs. State Fiscal Impacts Present Value of Net Benefits WICHITA State UNIVERSITY Center far Economic Development and Business Research Wichita State University 1845 Fairmount St. Wichita, Kansas 67260-0121 (316) 978-3225 Benefit-Cost Ratio 1.60 1.40 1.20 1.00 0.80 0.60 0.40 0.20 0.00 Project or Company Name: Project Rise Date of Analysis: 11/1/2021 Version of Analysis: V6 School District Fiscal Impacts. - 305 Salina Yrs. Yrs. Yrs. Yrs. Yrs. Yrs. Yrs. Yrs. Yrs. Present Value of Net Benefits |CEDBR-FISCAL IMPACT MODEL FIRM DATA SHEET COMPANY INFORMATION Company name or project name Project Rise Contact name Contact telephone number Contact e-mail address Company NAICS Code - Please select a NAICS code from the list provided. Model 311410 Frozen food parameters are set based on the NAICS selected. manufacturing Substitution Override Year of application 2020 in a special taxing district or industrial zone, please contact CEDBR. SITE LOCATION - /f 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 property is located Street Address City Salina County Saline School District 305 Salina months allocate expenditures to multiple expansions. REAL PROPERTY CONSTRUCTION AND IMPROVEMENTS - /f construction is expected to significantly exceed 12- Expansion #1 Year of expansion 2021 Market value of firm's initial NEW OR ADDITIONAL investment in: Land $0 Building and improvements $325,000,000 Furniture, fixtures and equipment (including machinery) $275,000,000 Initial construction or expansion: Cost of construction at the firm's new or expanded facility $325,000,000 Amount of taxable construction materials purchased in: City $87,300,000 County (should include city amount) $87,300,000 State (should include city and county amounts) $174,600,000 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 $131,000,000 Expansion #2 (if applicable) Year of expansion Market value of firm's initial NEW OR ADDITIONAL investment in: Land Building and improvements Furniture, fixtures and equipment (including machinery) 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 equipment 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 applicable) Year of expansion Market value of firm's initial NEW OR ADDITIONAL investment in: Land Building and improvements Furniture, fixtures and equipment (including machinery) 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 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 Project New or additional sales of the firm related to this project Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10 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 purchases of the firm related to this project Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10 Percent of these purchases subject fo sales/compensating use taxes in the: City County State EMPLOYMENT Number of NEW employees to be hired each year as a result of this project Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10 Page 11 of 21 Number of these employees moving to county each year FROM OUT-OF-STATE Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10 Number of these employees moving to county each year FROM OTHER KANSAS COUNTIES Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10 Page 12 of 21 Weighted average annual salary of all NEW employees, including all employees hired to date, related to this project Year 1 $65,210 Year 2 $66,514 Year 3 $67,844 Year 4 $69,201 Year 5 $70,585 Year 6 $71,997 Year 7 $73,437 Year 8 $74,906 Year 9 $76,404 Year 10 $77 ,932 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 Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10 Number of days that each visitor will stay in the area Number of nights that a typical visitor will stay in a local hotel or motel Percentage of visitors traveling on business Percentage of visitors traveling for leisure Percentage of visitor's expenditures spent in the same city as firm's location Percentage of visitor's expenditures spent 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 payments in lieu of taxes Firm payments to the City Year 1 $0 Year 2 $0 Year 3 $0 Year 4 $0 Year 5 $0 Year 6 $0 Year 7 $0 Year 8 $0 Year 9 $0 Year 10 $0 Firm payments to the County $0 Year 1 $0 Year 2 n $ Year 3 $0 Year 4 $0 Year 5 $0 Year 6 $0 Year 7 $0 Year 8 $0 Year 9 $0 Year 10 Page 14 of 21 Firm payments to the State of Kansas Year 1 $0 Year 2 $0 Year 3 $0 Year 4 $0 Year 5 $0 Year 6 $0 Year 7 $0 Year 8 $0 Year 9 $0 Year 10 $0 Firm payments to the School District Year 1 $0 Year 2 $0 Year 3 $0 Year 4 $0 Year 5 $0 Year 6 $0 Year 7 $0 Year 8 $0 Year 9 $0 Year 10 $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 mrobinson@salinaedo.ora 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 yes 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 by IRB for EXPANSION #3 0.0% SALES TAX EXEMPTION FOR OPERATIONS Value of sales tax exemption for OPERATIONS -- CITY Year 1 Year 2 Year 3 Year 4 Year § Year 6 Year 7 Year 8 Year 9 Year 10 Page 16 of 21 Value of sales tax exemption for OPERATIONS -- COUNTY Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10 Value of sales tax exemption for OPERATIONS -- STATE Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10 Page 17 of 21 PROPERTY TAX ABATEMENT Property tax abatement - Real property land and buildings Number of Years 10 Percentage 100.0% Property tax abatement - Machinery and equipment Number of Years 0 Percentage 0.0% FORGIVABLE LOANS - Cash value Forgivable loans (cash value) -- CITY Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10 Forgivable loans (cash value) -- COUNTY Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10 Page 18 of 21 Forgivable loans (cash value) -- STATE Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10 STATE TRAINING DOLLARS Training dollars KIT/KER/IMPACT (cash value) Year 1 5460,000 Year 2 $460,000 Year 3 $460,000 Year 4 $460,000 Year 5 $460,000 Year 6 Year 7 Year 8 Year 9 Year 10 INFRASTRUCTURE IMPROVEMENTS Infrastructure improvements (cash value) -- CITY Year 1 $900,000 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10 Page 19 of 21 Infrastructure improvements (cash value) -- COUNTY Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10 Infrastructure improvements (cash value) -- STATE Year 1 $2,100,000 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10 OTHER INCENTIVES - Cash value Cash value of all other incentives -- CITY Year 1 $650,000 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10 Page 20 of 21 Cash value of all other incentives -- COUNTY Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10 Cash value of all other incentives -- STATE Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10 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 County in which City is located Please answer all questions. If a question is not applicable, please indicate (N/A). 1. Proposed lessee name and address for whom bonds issued: SFC Global Supply Chain, Inc. 115 W. College Drive Marshall, Minnesota 56258 Guarantor for Bonds, if any: N/A Paying (Fiscal) Agent: Security Bank of Kansas City Kansas City, Kansas Attomey(s) who issued opinion: Bond Counsel: Gilmore & Bell, P.C. Wichita, KS Tenant Counsel: Kutak Rock LLP — Kansas City Kansas City, Missouri Issuer’s Attorney: Greg Bengtson, City Attorney Salina, Kansas Underwriter’s Counsel N/A (For State enhipaneas pse only) OCT 04 2022 BOARD OF TAX Mailed copy Wo/ cheek IRB Statement No.3O.29-59¢2. -IRB Fee: D0 A Amt Rec. SOO o Rec. Date:_!9 Ck#_/O 17.3 Gilmore + Be || IRB Informational Statement Page 2 of 3 Will an exemption of the property be requested? Yes_ X No If exemption will be sought: 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: $ 1,180,190 Improvements: $32,131,210 Equipment and $0 Machinery Estimated TOTAL cost of the property: Land: $0 Improvements: $270,000,000 Equipment and $0 Machinery If facility financed is an addition or improvement to existing facility already financed by prior IRB issuance, supply following: N/A Date prior I.R.B.s issued: If existing facility exempted, period of exemption: Board of Tax Appeals #: IRB principal amount to be issued: $270,000,000 Please provide the following: a. Itemized list of any payments in lieu of taxes. None b. The amount of any service fee or charges with detailed description of services to be rendered by Issuer for same. None Cc. 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 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.) October 12, 2022 RECEIVED IRB Informational Statement Page 3 of 3 OCT 04 2022 VERIFICATION BOARD OF TAX APPEALS I, JoVonna Rutherford, City Clerk, do solemnly swear or affirm that the information set forth herein is true and correct, to the best of my knowledge and belief. So help me Gc God. oo ZS An va a ZHLALA J Signature of? Applicant SoVanna R they Sot Printed Name and Title State of Kansas ) County of Sedgwick ) Sapk mle/ This instrument was acknowledged before me on October 2b , 2022, by JoVonna Rutherford, City Clerk. SARAH O. STEELE Notary Public - State of Kansas Seal My Appt. Expires June 12, 2025 Signature of Notary Public My appointment expires: bl 2/ 20 25 Send this statement along with the filing fee of $500.00 to: Kansas Board of Tax Appeals Eisenhower State Office Building 700 SW Harrison, 10% Floor, Suite 1022 Topeka, KS 66603 RECEIVED EXHIBIT A OCT 04 2022 DESCRIPTION LEGAL BOARD OF TAX APPEALS A TRACT OF LAND LOCATED IN BLOCK ONE (1 ) OF THE FINAL PLAT OF TONY'S SUBDIVISION TO THE CITY OF SALINA, SALINE COUNTY, KANSAS DESCRIBED AS FOLLOWS: COMMENCING AT A FOUND #5 REBAR WITH ORANGE PLASTIC CAP STAMPED W&C CLS #158 AT THE SOUTHEAST CORNER OF SAID BLOCK ONE (1 ), SAID POINT ALSO BEING ON THE NORTH RIGHT OF WAY LINE OF ARNOLD AVENUE AND THE WEST RIGHT OF WAY LINE OF CENTENNIAL ROAD; THENCE $89°39'29"W, ALONG SAID NORTH RIGHT OF WAY LINE OF ARNOLD AVENUE, A DISTANCE OF 990.47 FEET TO THE EXTENDED EAST LINE OF A UTILITY EASEMENT, ALSO BEING THE POINT OFBEGINNING; THENCE CONTINUING S$89°39' 29"W, ALONG SAID NORTH RIGHT OF WAY LINE OF ARNOLD AVENUE, A DISTANCE OF 118.03 FEET TO A FOUND #5 REBAR WITH 2" ALUMINUM CAP STAMPED SAA; THENCE ALONG A CURVE TO THE RIGHT, CONTINUING ALONG SAID NORTH RIGHT OF WAY LINE OF ARNOLD AVENUE, AN ARC DISTANCE OF 133.63 FEET, SAID CURVE TO THE RIGHT HAVING A RADIUS OF 300.00 FEET, A CHORD BEARING OF N77°34'54"W AND A CHORD DISTANCE OF 132.52 FEET TO A FOUND #5 REBAR WITH ORANGE PLASTIC CAP STAMPED W&C CLS #158; THENCE N64°49'17"W, CONTINUING ALONG SAID NORTH RIGHT OF WAY LINEOF ARNOLD AVENUE, A DISTANCE OF 411.47 FEET TO A FOUND #5 REBAR WITH 2" ALUMINUM CAP STAMPED SAA; THENCE ALONG A CURVE TO THELEFT, CONTINUING ALONG SAID NORTH RIGHT OF WAY LINE OF ARNOLD AVENUE, AN ARC DISTANCE OF 169.26 FEET, SAID CURVE TO THE LEFT HAVING A RADIUS OF 380.00 FEET, A CHORD BEARING OF N77°34'54"W AND A CHORD DISTANCE OF 167.86 FEET TO A FOUND #5 REBAR WITH 2" ALUMINUM CAP STAMPED SAA; THENCE $89°39'29"W, CONTINUING ALONG SAID NORTH RIGHT OF WAY LINE OF ARNOLD AVENUE, A DISTANCE OF 176.68 FEET TO A #5 REBAR WITH ORANGE PLASTIC CAP STAM PED W&C CLS #158 SET AT THE SOUTHWEST CORNER OF THE EAST 124 .00 FEET OF LOT 9, BLOCK 12, OFSCHILLING SUBDIVISION NO. 5; THENCE N00°20'31"W A DISTANCE OF 256.65 FEET TO A #5 REBAR WITH ORANGE PLASTIC CAP STAM PED W&C CLS #158 SET AT THE NORTHWEST CORNER OF THE EAST 124 .00 FEET OF LOT 9, BLOCK 12, OF SAID SCHILLING SUBDIVISION NO. 5; THENCE $89°39'29" W, ALONG THE NORTH LINE OF SAID LOT 9, A DISTANCE OF 166 .00 FEET TO A FOUND #5 REBAR ON THE EAST RIGHT OF WAY LINEOF ARNOLD AVENUE; THENCE N00°20'31"W, ALONG SAID EAST RIGHT OF WAY LINE OF ARNOLD AVENUE, A DISTANCE OF187.50 FEET TO A FOUND #5 REBAR WITH ORANGE PLASTIC CAP STAMPED W&C CLS #158 AT THE SOUTHWEST CORNER OF LOT 7, BLOCK 12, OF SAID SCHILLING SUBDIVISION NO. 5; THENCE N89°39'29"E, ALONG THE SOUTH LINE OF SAID LOT 7, A DISTANCE OF 166.00 FEET TO A #5 REBAR WITH ORANGE PLASTIC CAP STAMPED W&C CLS #158 SET AT THE SOUTHWEST CORNER OF THE EAST 124.00 FEET OF LOT 7, BLOCK 12, OF SAID SCHILLING SUBDIVISION NO. 5; THENCE NO00°20'31"W A DISTANCE OF 182.00 FEET TO A #5 REBAR WITH ORANGE PLASTIC CAP STAMPED W&C A-1 CLS #158 SET AT THE NORTHWEST CORNER OF THE EAST 124.00 FEET OF LOT 7, BLOCK 12, OF SAID SCHILLING SUBDIVISION NO. 5; THENCE S89°39'29"W, ALONG THE NORTH LINE OF SAID LOT 7, A DISTANCE OF 166.00 FEET TO A #5 REBAR WITH ORANGE PLASTIC CAP STAMPED W&C CLS #158 SET ON THE EAST RIGHT OF WAY LINE OF ARNOLD AVENUE; THENCE N00°20'31"W, ALONG SAID EAST RIGHT OF WAY LINE OF ARNOLD AVENUE, A DISTANCE OF 258 .00 FEETTO A FOUND #5 REBAR WITH 2" ALUMINUM CAP STAMPED SAA AT THE SOUTHWEST CORNER OF LOT 3, BLOCK 12, OFSAID SCHILLING SUBDIVISION NO. 5: THENCE N89°39'29"E, ALONG THE SOUTH LINE OF LOT 3, BLOCK 12, OF SAID SCHILLING SUBDIVISION NO. 5, A DISTANCE OF 384.96 FEET TO A FOUND #5 REBAR WITH 2” ALUMINUM CAP STAMPED SAA; THENCE ALONG A CURVE TO THE RIGHT, CONTINUING ALONG THE SOUTH LINE OF SAID LOT 3, AN ARC DISTANCE OF 49.89 FEET, SAID CURVE TO THE RIGHT HAVING A RADIUS OF 50.00 FEET,. A CHORD BEARING OF N39°46'42"E AND A CHORD DISTANCE OF 47 .84 FEET TO A FOUND #5 REBAR WITH YELLOW PLASTIC CAP STAMPED BW& R ON THE EAST LINE OF SAID LOT 3; THENCE N21°38'16"W, ALONG THE EAST LINE OFSAID LOT 3, A DISTANCE OF60.00 FEET TO A FOUND #5 REBAR WITH YELLOW PLASTIC CAP STAMPED BW&R; THENCE N00°20'31"W, CONTINUING ALONG THE EAST LINE OF SAID LOT 3, A DISTANCE OF 200.51 FEET TO A FOUND #5 REBAR WITH YELLOW PLASTIC CAP STAMPED BW&R ON THE NORTH LINE OF SAID LOT 3; THENCE S$89°39'29"W, ALONG THE NORTH LINE OF SAID LOT 3, A DISTANCE OF 394.00 FEET TO A FOUND #5 REBAR WITH YELLOW PLASTIC CAP STAMPED BW&R ON THE EAST RIGHT OF WAY LINE OF ARNOLD AVENUE; THENCE NO00°20'31"W, ALONG SAID EAST RIGHT OF WAY LINE OF ARNOLD AVENUE, A DISTANCE OF 354.00 FEET TO A FOUND #5 REBAR WITH ORANGE PLASTIC CAP STAMPED W&C CLS #158 ON THE SOUTH RIGHT OF WAY LINE OF SCHILLING ROAD; THENCE N89°39'29"E, ALONG THE SOUTH RIGHT OF WAY LINE OF SCHILLING ROAD, A DISTANCE OF 996.00 FEET TO THE EAST LINE EXTENDED OF A UTILITY EASEMENT; THENCE S00°20'31"E, ALONG SAID EAST LINE EXTENDED AND THE EAST LINE OF SAID UTILITY EASEMENT, A DISTANCE OF 360.79 FEET TO THE SOUTH LINE OF A UTILITY EASEMENT; THENCE S89°20'40"W, ALONG SAID SOUTH LINE, A DISTANCE OF 21.86 FEET TO THE EAST LINE OF A. UTILITY EASEMENT; THENCE S00°33'52"E, ALONG SAID EAST LINE, A DISTANCE OF 39.19 FEET TO THE NORTH LINE OF A UTILITY EASEMENT; THENCE N89°21'39"E, ALONG SAID NORTH LINE, A DISTANCE OF 101.71 FEET TO THE EAST LINE OF A UTILITY EASEMENT; THENCE S$00°20'30"E, ALONG SAID EAST LINE, A DISTANCE OF 237.43 FEET TO THE NORTH LINE OF A UTILITY EASEMENT; THENCE N89°39'29"E, ALONG SAID NORTH LINE, A DISTANCE OF 49.00 FEET TO THE EAST LINE EXTENDED OF A UTILITY EASEMENT; THENCE S00°20'31"E, ALONG SAID EAST LINE EXTENDED AND THEEAST LINE OFSAID UTILITY EASEMENT, A DISTANCE OF 1137.77 FEET TO THE POINT OF BEGINNING; SAID TRACT CONTAINS 36.21 ACRES, MORE OR LESS. A-2 RECEIVED EXHIBIT B OCT 04 2022 USE OF BOND PROCEEDS BOARD OF TAX APPEALS Building Improvements $270,000,000 TOTAL $270,000,000 B-1 RECEIVED EXHIBIT B OCT 04 2022 USE OF BOND PROCEEDS BOARD OF TAX APPEALS Building Improvements $270,000,000 TOTAL $270,000,000 B-1 AGES PER a TER AES RAR JESS ct Saree at phone: 785-296-2388 Eisenhower State Office Building yo way fax: 785-296-6690 700 S.W. Harrison St., Suite 1022 bota.maildesk@ks.gov Topeka, KS 66603 www.kansas.gov/bota Kristen D. Wheeler., Chair Virginia A. Powell, Member Board of Tax Appeals Governor Laura Kelly Devin D. Sprecker, Member Thomas P. Browne, Jr, Chief Hearings Officer October 10, 2022 Angie M Sizemore Gilmore and Bell 100 N Main Ste 800 Wichita, KS 67202-1311 RE: IRB Informational Statement APPLICANT: City of Salina/SFC Global Supply Chain, Inc. DOCKET NO: 2022-5942-IRB TAXING AUTHORITY: Saline YEAR AT ISSUE: 2023-2032 IRB AMOUNT: $270,000,000 This will acknowledge receipt of the above referenced IRB Informational Statement and the required filing fee on October 3, 2022. 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 October 12, 2022. 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, A V4, ee oe 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 10th day of October, 2022 addressed to the following: Ashley Russell, Deputy City Clerk City of Salina PO Box 736 Salina, KS 67402-0736 Angie M Sizemore Gilmore and Bell 100 N Main Ste 800 Wichita, KS 67202-1311 Jamie R Doss, County Clerk Saline County Courthouse PO Box 5040 Salina, KS 67402-5040 Emailed to: asizemore@gilmorebell.com BOARD OF TAX APPEALS RECEIVED OCT 138 2022 BEFORE THE BOARD OF TAX APPEALS OF THE STATE OF KANSAS BOARD OF TAX APPEALS CERTIFICATE OF ISSUANCE OF INDUSTRIAL REVENUE BONDS Pursuant to the provisions of K.S.A. 12-1744c, as amended, this is to certify that; The City of Salina, Kansas issued its Taxable Industrial Revenue Bonds, Series 2022 (SFC Global Supply Chain Project) dated October 12, 2022 in the principal amount of $270,000,000, on the 12th day of October, 2022, City of Salina, » Kansas Ay a icon, na “By: BOTA Filing No.:_2022~5942-IRB | VERIFICATION STATE OF KANSAS ) ) SS: COUNTY OF SEDGWICK ) Sarah Steele, of Gilmore & Bell, P.C., Wichita, Kansas, of lawful 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 of Issuance and knows of her own personal knowledge that the statements set forth therein are true and correct. A if bol O) ah By: SLY Ce AC Sarah Steele SUBSCRIBED AND SWORN to before me this, ) Yn, of October, 2022. ANGIE M. aii Lirdee YY. Szgmaone- Notary Public My Appointment Expires: Te AD =) Mn KOEI A e REBECCA SEEMAN ist See vi \REGISTER OF DEEDS SALINE COUNTY KANSAS ick. /Book:1421 Page: 782-786 eae /Receipt #: 145247 Recording Fee: $89.00 Pages Recorded: 5C N Date Recorded: 1/13/2023 10:09:03 AM When Recorded Return to: Sarah Steele, Esq. Gilmore & Bell, P.-C. 100 N. Main, Suite 800 Wichita, Kansas 67202 NOTICE OF SITE LEASE AND PROJECT LEASE Notice is hereby given as of October 12, 2022, that SFC Global Supply Chain, Inc., a Minnesota Corporation (the "Tenant"), has leased real property located in Saline County, Kansas, described in Schedule I attached hereto (the "Project") to 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 October 1, 2022 (the "Site Lease”). Notice is hereby further given as of October 12, 2022, that the Issuer has leased to the Tenant, the Real Property and all improvements located thereon (the "Project") by Project Lease dated as of October 1, 2022 (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] 600596.20210\CLOSING DOCUMENTS Book: 1421 Page: 783 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 Thank) Pwo Trent W. Davis, MB, Mayor —~_ [SEAL] 7 VMHAV VW ' 1 ff f / / vi / ( ; ( —— - vd ae SOA “a == oy JoVonna Rutherford, Cify Clerk * ACKNOWLEDGMENT STATE OF KANSAS a) ) SS: COUNTY OF SALINE ) Rw This instrument was acknowledged before me on this 2.6 day of October, 2022, by Trent W. Davis, M.D. as Mayor and by JoVonna Rutherford as City Clerk of the City of Salina, Kansas, a municipal corporation. SARAH O. sre Notary Public [SEAL] ad Notary Public - State of Kansas My Appt. Expires June 12, 2025 Typed or Printed Name of Notary Public My Appointment Expires: U/i2/ 202.5 600596,20210\CLOSING DOCUMENTS (Signature Page to Notice of Site Lease and Project Lease) Booic 1421 Page: 784 SCHEDULE I PROPERTY SUBJECT TO PROJECT LEASE (A) A leasehold interest in the following described real estate located in Saline County, Kansas: A TRACTOFLAND LOCATED IN LOT ONE (1), BLOCK ONE(1) OFTHE FINAL PLAT OF TONY'S SUBDIVISION TO THE CITY OF SALINA, SALINECOUNTY, KANSAS DESCRIBED AS FOLLOWS: COMMENCING AT A FOUND #5 REBAR WITH ORANGE PLASTIC CAP STAMPED W&C CLS #158 AT THE SOUTHEAST CORNER OF SAID BLOCK ONE (1), SAID POINT ALSO BEING ON THE NORTH RIGHTOF WAY LINE OF ARNOLD AVENUE AND THE WEST RIGHT OF WAY LINE OF CENTENNIAL ROAD; THENCE $89°39'29"W, ALONG SAID NORTH RIGHT OF WAY LINE OF ARNOLD AVENUE, A DISTANCE OF 990.47 FEET TO THE EXTENDED EAST LINE OF A UTILITY EASEMENT, ALSO BEINGTHE POINT OF BEGINNING; THENCE CONTINUING S89°39' 29"W, ALONG SAID NORTH RIGHT OF WAY LINE OF ARNOLD AVENUE, A DISTANCE OF 118.03 FEET TO A FOUND #5 REBAR WITH 2" ALUMINUM CAP STAMPED SAA; THENCE ALONG A CURVE TO THE RIGHT, CONTINUING ALONG SAID NORTH RIGHT OF WAY LINE OF ARNOLD AVENUE, AN ARC DISTANCE OF 133.63 FEET, SAID CURVE TO THE RIGHT HAVING A RADIUS OF 300.00 FEET, A CHORD BEARING OF N77°34'54"W AND A CHORD DISTANCE OF 132.52 FEET TO A FOUND #5 REBAR WITH ORANGE PLASTIC CAP STAMPED W&C CLS #158; THENCE N64°49'17"W, CONTINUING ALONG SAID NORTH RIGHT OF WAY LINEOF ARNOLD AVENUE, A DISTANCE OF 411.47 FEETTO A FOUND #5 REBAR WITH 2" ALUMINUM CAPSTAMPED SAA; THENCE ALONG A CURVE TO THE LEFT, CONTINUING ALONG SAID NORTH RIGHT OF WAY LINE OF ARNOLD AVENUE, AN ARC DISTANCEOF 169.26 FEET, SAID CURVE TO THE LEFT HAVING A RADIUS OF 380.00 FEET, A CHORD BEARING OF N77°34'54"W AND A CHORD DISTANCE OF 167.86 FEET TO A FOUND #5 REBAR WITH 2" ALUMINUM CAP STAMPED SAA; THENCE $89°39'29"W, CONTINUING ALONG SAID NORTH RIGHT OF WAY LINE OF ARNOLD AVENUE, A DISTANCE OF 176.68 FEET TO A #5 REBAR WITH ORANGE PLASTIC CAP STAMPED W&C CLS #158 SET AT THE SOUTHWEST CORNER OF THE EAST 124 .00 FEET OF LOT 9, BLOCK 12, OFSCHILLING SUBDIVISION NO. 5; THENCE N00°20'31"W A DISTANCE OF 256.65 FEET TO A #5 REBAR WITH ORANGE PLASTIC CAP STAM PED W&C CLS #158 SET AT THE NORT HWEST CORNER OF THE BEAST 124 .00 FEET OFLOT 9, BLOCK 12, OF SAID SCHILLING SUBDIVISION NO. 5; THENCE S89°39'29" W, ALONG THE NORTH LINE OF SAID LOT 9, A DISTANCEOF 166 .00 FEET TO A FOUND #5 REBAR ON THE EAST RIGHT OF WAY LINEOF ARNOLD AVENUE; THENCE N00°20'31"W, ALONG SAID EAST 600596.20210\CLOSING DOCUMENTS S-1 Book: 1421 Page: 785 RIGHT OF WAY LINE OF ARNOLD AVENUE, A DISTANCE OF187.50 FEET TO A FOUND #5 REBAR WITH ORANGE PLASTIC CAP STAMPED W&C CLS #158 AT THE SOUTHWEST CORNER OF LOT 7, BLOCK 12, OF SAID SCHILLING SUBDIVISION NO. 5; THENCE N89°39'29"E, ALONG THE SOUTH LINE OF SAID LOT 7, A DISTANCE OF 166.00 FEET TO A #5 REBAR WITH ORANGE PLASTIC CAP STAMPED W&CCLS#158 SETAT THESOUTHWEST CORNER OF THEEAST 124.00 FEET OF LOT 7, BLOCK 12, OF SAID SCHILLING SUBDIVISION NO. 5; THENCE NO00°20'31" W A DISTANCE OF 182.00 FEET TO A #5 REBAR WITH ORANGE PLASTIC CAP STAMPED W&C CLS #158 SET AT THE NORTHWEST CORNER OF THEEAST 124.00 FEET OFLOT7, BLOCK 12, OFSAID SCHILLING SUBDIVISION NO. 5; THENCES89°39'29"W, ALONG THE NORTH LINE OF SAID LOT 7, A DISTANCE OF 166.00 FEET TO A #5 REBAR WITH ORANGE PLASTIC CAP STAMPED W&C CLS #158 SET ON THE EAST RIGHT OF WAY LINE OF ARNOLD AVENUE; THENCE N00°20'3]"W, ALONG SAID EAST RIGHT OF WAY LINE OF ARNOLD AVENUE, A DISTANCE OF 258 .00 FEET TO A FOUND #5 REBAR WITH 2" ALUMINUM CAP STAMPED SAA AT THE SOUTHWEST CORNER OF LOT 3, BLOCK 12, OF SAID SCHILLING SUBDIVISION NO, 5; THENCE N89°39'29"E, ALONG THE SOUTH LINE OF LOT 3, BLOCK 12, OF SAID SCHILLINGSUBDIVISION NO. 5, A DISTANCE OF 384.96 FEET TO A FOUND #5 REBAR WITH 2” ALUMINUM CAP STAMPED SAA; THENCE ALONG A CURVE TO THE RIGHT, CONTINUING ALONG THE SOUTH LINE OF SAID LOT 3, AN ARC DISTANCE OF 49.89 FEET, SAID CURVE TO THE RIGHT HAVING A RADIUS OF 50.00 FEET,. A CHORD BEARING OF N39°46'42"E AND A CHORD DISTANCE OF 47.84 FEET TO A FOUND #5 REBAR WITH YELLOW PLASTIC CAP STAMPED BW& R ON THE EAST LINE OF SAID LOT 3; THENCE N21°38'16"W, ALONG THE EAST LINE OFSAIDLOT3, A DISTANCE OF 60.00 FEET TOAFOUND #5 REBAR WITH YELLOW PLASTIC CAP STAMPED BW&R; THENCE N00°20'31"W, CONTINUING ALONG THE EAST LINE OF SAID LOT 3, A DISTANCE OF 200.51 FEET TO A FOUND #5 REBAR WITH YELLOW PLASTIC CAP STAMPED BW&R ON THE NORTH LINE OF SAID LOT 3; THENCE $89°39'29"W, ALONG THE NORTH LINE OF SAID LOT 3, A DISTANCE OF 394.00 FEET TO A FOUND #5 REBAR WITH YELLOW PLASTIC CAP STAMPED BW&R ON THE EAST RIGHT OF WAY LINE OF ARNOLD AVENUE; THENCE N00°20'31"W, ALONG SAID EAST RIGHT OF WAY LINE OF ARNOLD AVENUE, A DISTANCE OF 354.00 FEET TOA FOUND #5 REBAR WITH ORANGE PLASTIC CAP STAMPED W&C CLS #158 ON THE SOUTH RIGHT OF WAY LINE OF SCHILLING ROAD; THENCE N89°39'29"E, ALONG THE SOUTH RIGHT OF WAY LINE OF SCHILLING ROAD, A DISTANCE OF 996.00 FEET TO THE EAST LINE EXTENDED OF A UTILITY EASEMENT; THENCES00°20'31"E, ALONGSAIDEASTLINE EXTENDED ANDTHE EAST LINE OF SAID UTILITY EASEMENT, A DISTANCE OF 360.79 FEET TO THE SOUTH LINE OF A UTILITY EASEMENT; THENCE $89°20'40"W, ALONG SAID SOUTH LINE, A DISTANCE OF 21.86 FEET TO THE EAST LINE OF A. UTILITY EASEMENT; THENCE $00°33'5S2"E, ALONG SAID EAST LINE, A DISTANCE OF 600596.20210\CLOSING DOCUMENTS 8-2 Boole 1421 Page: 786 39.19 FEET TO THE NORTH LINE OFA UTILITY EASEMENT; THENCE N89°21'39"E, ALONG SAID NORTH LINE, A DISTANCE OF 101.71 FEET TO THE EASTLINE OFA UTILITY EASEMENT; THENCE §00°20'30"E, ALONG SAID EAST LINE, A DISTANCE OF 237.43 FEET TO THE NORTH LINE OF A UTILITY EASEMENT: THENCE N89°39'29"E, ALONG SAID NORTH LINE, A DISTANCE OF 49.00 FEET TO THE EAST LINE EXTENDED OF A UTILITY EASEMENT; THENCE $00°20'31"E, ALONG SAID EAST LINE EXTENDED AND THE EAST LINE OF SAID UTILITY EASEMENT, A DISTANCE OF 1137.77 FEET TO THE POINT OF BEGINNING; SAID TRACT CONTAINS 36.21 ACRES, MORE OR LESS. the real property constituting the “Real Property” as referred to in the Project Lease, subject to Permitted Encumbrances. (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 £ together with any alterations or additional improvements properly deemed a part of the Project pursuant to and in accordance with the provisions of Sections 10.8 and 10.4 of the Project Lease, constitute the “Project” as referred to in both the Project Lease and the Indenture. 600596.20210\CLOSING DOCUMENTS RIE a 8-3 Boolc 1421 Page: 786 39.19 FEET TO THE NORTH LINE OFA UTILITY EASEMENT; THENCE N89°21'39"E, ALONG SAID NORTH LINE, A DISTANCE OF 101.71 FEET TO THE EAST LINE OFA UTILITY EASEMENT; THENCE S00°20'30"E, ALONG SAID EAST LINE, A DISTANCE OF 237.43 FEET TO THE NORTH LINE OF A UTILITY EASEMENT; THENCE N89°39'29"E, ALONG SAID NORTH LINE, A DISTANCE OF 49.00 FEET TO THE EAST LINE EXTENDED OF A UTILITY EASEMENT; THENCE S00°20'31"E, ALONG SAID EAST LINE EXTENDED AND THE EAST LINE OF SAID UTILITY EASEMENT, A DISTANCE OF 1137.77 FEETTO THE POINT OF BEGINNING; SAID TRACT CONTAINS 36.21 ACRES, MORE OR LESS. the real property constituting the “Real Property” as referred to in the Project Lease, subject to Permitted Encumbrances. (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 £, 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. 600596.20210\CLOSING DOCUMENTS 814 8-3 iit LL wn I I fen 2, ‘¢\REGISTER OF DEEDS eke COUNTY KANSAS Kiss mn wa) Ms «"'/Book:1421 Page: _787- -793 arene Receipt #: 1 #: 145247 Recording Fee: $123.00 ™ Pages Recorded: 7. Date Recorded: 1/13/2023 10:09:04 AM When Recorded Return to: Sarah Steele, Esq. Gilmore & Bell, B.C. 100 N. Main, Suite 800 Wichita, Kansas 67202 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 October 1, 2022 (the "Site Lease") with SFC Global Supply Chain, Inc., a Minnesota Corporation, (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 October 1, 2022 (the "Project Lease"); and WHEREAS, the Site Lease and Project Lease are for terms beginning as of October 12, 2022, and expiring December 31, 2032; and WHEREAS, the Issuer has issued its Taxable Industrial Revenue Bonds, Series 2022 (SFC Global Supply Chain 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, Security Bank of Kansas City, Kansas City, Kansas, has been designated as tnistee (the “Trustee”) pursuant to the terms of a Trust Indenture dated as of October 1, 2022 (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 October 12, 2022 assign to the Trustee all of its right, title and interest in the Site Lease and the Project 600596.20210\CLOSING DOCUMENTS Boolc 1421 Page: 788 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 Gi) 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. 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] 600596.20210\CLOSING DOCUMENTS 2 Book: 1421 Page: 789 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 Trent) Pepin) Trent W. Davis, WD., Mayor ~ } Bean Fy ) [SEAL] | Ly SAV in fy So Si | / / / k ¥ : pL A | £ s é ty Cler JoVonna Ruthérford>Ci ACKNOWLEDGMENT STATE OF KANSAS a ) SS: COUNTY OF SALINE ) + This instrument was acknowledged before me on this 2) day of Geteber, 2022 by Trent W. Davis, M.D. as Mayor and by JoVonna Rutherford as City Clerk of the City of Salina, Kansas, a municipal corporation. > a til U hpeck EE! Notary Public - State of Kansa Notary Public My Appt. Expires June 12, 2025 Satas ¢) Stee }e. Typed or Printed Name of Notary Public [SEAL] My Appointment Expires: b6/)2/ 202.5 600596.20210\CLOSING DOCUMENTS (Issuer’s Signature Page to Assignment of Site Lease and Project Lease) Book: 1421 Page: 790 ACKNOWLEDGMENT AND ACCEPTANCE I, the undersigned, a duly authorized, qualified and acting trust officer of Security Bank of Kansas City, hereby acknowledge and accept, on behalf of the assignee, the above and foregoing Assignment of Site Lease and 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 October 1, 2022, between the Issuer, and SFC Global Supply Chain, Inc., as Tenant. Security Bank of Kansas City Kansas City, Kansas, as Trustee By: Opn MMS Name: Bonnie Mosher Title: Vice President ACKNOWLEDGMENT STATE OF KANSAS ) ) SS. COUNTY OF SEDGWICK __) _ gate Seplonbey This instrument was acknowledged before me on the 7 day of , 2022, by Bonnie Mosher, Vice President of Security Bank of Kansas City, a banking corporation or association organized under the laws of the United States of America or one of the states thereof. Notary Public My Appt. Expires My Appointment Expires: Yas/r3 600596.20210\CLOSING DOCUMENTS (Trustee’s Signature Page to Assignment of Site Lease and Project Lease) ¢ Bool: 1421 Page: 791 SCHEDULE I SCHEDULE I TO THE PROJECT LEASE, DATED AS OF OCTOBER 1, 2022, BY AND BETWEEN CITY OF SALINA, KANSAS AND SFC GLOBAL SUPPLY CHAIN, INC. PROPERTY SUBJECT TO PROJECT LEASE (A) A leasehold interest in the following described real estate located in Saline County, Kansas: A TRACT OF LAND LOCATED IN LOT ONE (1), BLOCK ONE (1) OF THE FINAL PLAT OF TONY'S SUBDIVISION TO THE CITY OF SALINA, SALINE COUNTY, KANSAS DESCRIBED AS FOLLOWS: COMMENCING AT A FOUND #5 REBAR WITH ORANGE PLASTIC CAP STAMPED W&C CLS #158 AT THE SOUTHEAST CORNER OF SAID BLOCK ONE (1 ), SAID POINT ALSO BEING ON THE NORTH RIGHTOFWAY LINE OF ARNOLD AVENUE AND THE WEST RIGHT OF WAY LINE OF CENTENNIAL ROAD; THENCE $89°39'29"W, ALONG SAID NORTH RIGHT OF WAY LINE OF ARNOLD AVENUE, A DISTANCE OF 990.47 FEET TO THE EXTENDED EAST LINE OF A UTILITY EASEMENT, ALSO BEING THE POINT OF BEGINNING; THENCE CONTINUING S89°39' 29"W, ALONG SAID NORTH RIGHT OF WAY LINE OF ARNOLD AVENUE, A DISTANCE OF 118,03 FEET TO A FOUND #5 REBAR WITH 2" ALUMINUM CAP STAMPED SAA; THENCE ALONG A CURVE TO THE RIGHT, CONTINUING ALONG SAID NORTH RIGHT OF WAY LINE OF ARNOLD AVENUE, AN ARC DISTANCE OF 133.63 FEET, SAID CURVE TO THE RIGHT HAVING A RADIUS OF 300.00 FEET, A CHORD BEARING OF N77°34'54"W AND A CHORD DISTANCE OF 132.52 FEET TO A FOUND #5 REBAR WITH ORANGE PLASTIC CAP STAMPED W&C CLS #158; THENCE N64°49'17"W, CONTINUING ALONG SAID NORTH RIGHT OF WAY LINE OF ARNOLD AVENUE, A DISTANCE OF 411.47 FEET TO A FOUND #5 REBAR WITH 2" ALUMINUM CAPSTAMPED SAA; THENCE ALONG A CURVE TO THE LEFT, CONTINUING ALONG SAID NORTH RIGHT OF WAY LINE OF ARNOLD AVENUE, AN ARC DISTANCEOF 169.26 FEET, SAID CURVE TO THE LEFT HAVING A RADIUS OF 380.00 FEET, A CHORD BEARING OF N77°34'54"W AND A CHORD DISTANCE OF 167.86 FEET TO A FOUND #5 REBAR WITH 2" ALUMINUM CAP STAMPED SAA; THENCE $89°39'29"W, CONTINUING ALONG SAID NORTH RIGHT OF WAY LINE OF ARNOLD AVENUE, A DISTANCE OF 176.68 FEET TO A #5 REBAR WITH ORANGE PLASTIC CAP STAM PED W&C CLS #158 SET AT THE SOUTHWEST CORNER OF THE EAST 124 .00 FEET OF LOT 9, BLOCK 12, OFSCHILLING SUBDIVISION NO. 5; THENCE NO00°20'31"W A DISTANCE OF 256.65 FEET TO A #5 REBAR WITH ORANGE PLASTIC CAP STAM PED W&C CLS #158 SET AT THE NORT HWEST CORNER OF THE EAST 124 .00 FEET OFLOT 9, BLOCK 12, OF SAID SCHILLING SUBDIVISION NO. 5; THENCES89°39'29" W, ALONG THE NORTH LINE OF SAID 600596.20210\Assignment S-1 Boolc 1421 Page: 792 LOT 9, A DISTANCEOF 166.00 FEET TO A FOUND #5 REBAR ON THE EAST RIGHT OF WAY LINEOF ARNOLD AVENUE; THENCE N00°20'31"W, ALONG SAID EAST RIGHT OF WAY LINE OF ARNOLD AVENUE, A DISTANCE OF187.50 FEET TO A FOUND #5 REBAR WITH ORANGE PLASTIC CAP STAMPED W&C CLS #158 AT THE SOUTHWEST CORNER OF LOT 7, BLOCK 12, OF SAID SCHILLING SUBDIVISION NO. 5; THENCE N89°39'29"E, ALONG THE SOUTH LINE OF SAID LOT 7, A DISTANCE OF 166.00 FEET TO A #5 REBAR WITH ORANGE PLASTIC CAP STAMPED W&CCLS #158 SET AT THESOUTHWEST CORNER OF THE EAST 124.00 FEET OF LOT 7, BLOCK 12, OF SAID SCHILLING SUBDIVISION NO. 5; THENCE N00°20'31" W A DISTANCE OF 182.00 FEET TO A #5 REBAR WITH ORANGE PLASTIC CAP STAMPED W&C CLS #158 SET AT THE NORTHWEST CORNER OF THEEAST 124.00 FEETOFLOT7, BLOCK 12, OFSAIDSCHILLING SUBDIVISION NO. 5; THENCES89°39'29"W, ALONG THE NORTH LINE OF SAIDLOT 7, A DISTANCE OF 166.00 FEET TO A #5 REBAR WITH ORANGE PLASTIC CAP STAMPED W&C CLS #158 SET ON THE EAST RIGHT OF WAY LINE OF ARNOLD AVENUE; THENCE N0Q0°20'3I"W, ALONG SAID EAST RIGHT OF WAY LINE OF ARNOLD AVENUE, A DISTANCE OF 258 .00 FEET TO A FOUND #5 REBAR WITH 2" ALUMINUM CAP STAMPED SAA AT THE SOUTHWEST CORNER OF LOT 3, BLOCK 12, OF SAID SCHILLING SUBDIVISION NO. 5; THENCE N89°39'29"E, ALONG THE SOUTH LINE OF LOT 3, BLOCK 12, OF SAID SCHILLING SUBDIVISION NO. 5, A DISTANCE OF 384.96 FEET TO A FOUND #5 REBAR WITH 2” ALUMINUM CAP STAMPED SAA; THENCE ALONG A CURVE TO THE RIGHT, CONTINUING ALONG THE SOUTH LINE OF SAID LOT 3, AN ARC DISTANCE OF 49.89 FEET, SAID CURVE TO THE RIGHT HAVING A RADIUS OF 50.00 FEET,. A CHORD BEARING OF N39°46'42"E AND A CHORD DISTANCE OF 47.84 FEETTO A FOUND #5 REBAR WITH YELLOW PLASTIC CAP STAMPED BW& R ON THE EAST LINE OF SAID LOT 3; THENCE N21°38'16"W, ALONG THE EAST LINE OFSAIDLOT3, A DISTANCE OF 60.00 FEET TOAFOUND #5 REBAR WITH YELLOW PLASTIC CAP STAMPED BW&R; THENCE N00°20'31"W, CONTINUING ALONG THE EAST LINE OF SAID LOT 3, A DISTANCE OF 200.51 FEET TO A FOUND #5 REBAR WITH YELLOW PLASTIC CAP STAMPED BW&R ON THE NORTH LINE OF SAID LOT 3; THENCE S89°39'29"W, ALONG THE NORTH LINE OF SAID LOT 3, A DISTANCE OF 394.00 FEET TO A FOUND #5 REBAR WITH YELLOW PLASTIC CAP STAMPED BW&R ON THE EAST RIGHT OF WAY LINE OF ARNOLD AVENUE; THENCE N00°20'31"W, ALONG SAID EAST RIGHT OF WAY LINE OF ARNOLD AVENUE, A DISTANCE OF 354.00 FEET TO A FOUND#5 REBAR WITH ORANGE PLASTIC CAP STAMPED W&C CLS #158 ON THE SOUTH RIGHT OF WAY LINE OF SCHILLING ROAD; THENCE N89°39'29"E, ALONG THE SOUTH RIGHT OF WAY LINE OF SCHILLING ROAD, A DISTANCE OF 996.00 FEET TO THE EAST LINE EXTENDED OF A UTILITY EASEMENT; THENCES00°20'31"E, ALONG SAIDEAST LINE EXTENDED AND THE EAST LINE OF SAID UTILITY EASEMENT, A DISTANCE OF 360.79 FEET TO THE SOUTH LINE OF A UTILITY EASEMENT; THENCE $89°20'40"W, ALONG SAID 600596 .20210\Assignment 8-2 Boolc 1421 Page: 793 SOUTH LINE, A DISTANCE OF 21.86 FEET TO THE EAST LINE OF A. UTILITY EASEMENT; THENCE S00°33'52"E, ALONG SAID EAST LINE, A DISTANCE OF 39.19 FEET TO THE NORTHLINE OFA UTILITY EASEMENT; THENCE N89°21'39"E, ALONG SAID NORTHLINE, A DISTANCE OF 101.71 FEET TO THE EAST LINE OFA UTILITY EASEMENT; THENCE §00°20'30"E, ALONG SAID EAST LINE, A DISTANCE OF 237.43 FEET TO THE NORTH LINE OF A UTILITY EASEMENT; THENCE N89°39'29"E, ALONG SAID NORTH LINE, A DISTANCE OF 49.00 FEET TO THE EAST LINE EXTENDED OF A UTILITY EASEMENT; THENCE S00°20'31"E, ALONG SAID EAST LINE EXTENDED AND THE EAST LINE OF SAID UTILITY EASEMENT, A DISTANCE OF 1137.77 FEET TO THE POINT OF BEGINNING; SAID TRACT CONTAINS 36.21 ACRES, MORE OR LESS. the real property constituting the “Real Property” as referred to in the Project Lease, subject to Permitted Encumbrances. (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 Schedu/e £, together with any alterations or additional improvements properly deemed a part of the Project pursuant to and in accordance with the provisions of Sections 10.38 and 10.4 of the Project Lease, constitute the “Project” as referred to in both the Project Lease and the Indenture. 600596.20210\Assignment Ve aN 8-3 PERFORMANCE AGREEMENT Dated as of November 1, 2021 BETWEEN THE CITY OF SALINA, KANSAS AND SFC GLOBAL SUPPLY CHAIN, INC. Prepared By: Gilmore & Bell, P.C. 600596.20210/PERFORMANCE AGREEMENT PERFORMANCE AGREEMENT THIS PERFORMANCE AGREEMENT, dated as of November 1, 2021 (the “Agreement”), between the CITY OF SALINA, KANSAS, a municipal corporation organized and existing under the laws of the State of Kansas (the “Issuer”), and SFC GLOBAL SUPPLY CHAIN, INC., a Minnesota corporation (the “Company”); WITNESSETH: WHEREAS, the Issuer is authorized by K.S.A. 12-1740 to 12-1749d, inclusive, as amended (the “Act”), to acquire, construct and improve certain facilities for commercial, industrial and manufacturing purposes, to enter into leases and lease-purchase agreements with any person, firm or corporation for said projects, and to issue revenue bonds for the purpose of paying the cost of any such facilities; WHEREAS, pursuant to such authorization, the governing body of the Issuer intends to adopt a Resolution of Intent to issue its Taxable Industrial Revenue Bonds (SFC Global Supply Chain, Inc. Project), in the principal amount not to exceed $600,000,000 (the “Bonds”), for the purpose of acquiring, constructing, improving, installing, furnishing and equipping commercial facilities, including land, buildings, structures, improvements and fixtures (the “Project”, which is more fully described in the Application for Issuance of Industrial Revenue Bonds submitted to the Issuer by the Company and attached hereto as Exhibit A). The Issuer intends to enter into a Site Lease with the Company and lease the Project to the Company pursuant to a Project Lease (the “Project Lease”) to be entered into by and between the Issuer, as lessor, and the Company, as lessee, at the time the Bonds are issued; WHEREAS, the Issuer is authorized and empowered under the Act and K.S.A. 79-201a, as amended (the “Abatement Statute”) to exempt from ad valorem taxation all or any portion of the Project financed with the proceeds of the Bonds, subject to the limitations set forth in the Abatement Statute and this Agreement; and WHEREAS, pursuant to the foregoing, the Issuer desires to enter into this Agreement with the Company in consideration of the Company’s desire to acquire, construct, improve, install, furnish and equip the Project as more fully described in the hereinafter defined Application upon the terms and conditions hereinafter set forth and in the Project Lease; NOW, THEREFORE, in consideration of the premises and the mutual representations, covenants and agreements herein contained, the Issuer and the Company hereby represent, covenant and agree as follows: ARTICLE I DEFINITIONS Section 1.1. Definitions of Words and Terms. The following words and terms as used herein shall have the following meanings: “Abatement Statute” means K.S.A. 79-201a, as amended. “Ad valorem taxes” or “ad valorem taxation” means all property taxes imposed on real or personal property (including fixtures) and eligible for exemption pursuant to the Abatement Statute. 600596.20210/PERFORMANCE AGREEMENT “Asreement” means this Performance Agreement dated as of November 1, 2021, between the Issuer and the Company, as from time to time amended and supplemented in accordance with the provisions hereof. : “Application” means the Application for Issuance of Industrial Revenue Bonds filed with the Issuer by the Company in connection with the request for the issuance of the Bonds, a copy of which is attached hereto as Exhibit A. “Board of Tax Appeals” means the State of Kansas Board of Tax Appeals. “Bond Financed Portion of the Project” means that portion of the Project financed in whole from the proceeds of the Bonds as evidenced by the requisitions submitted by the Company to the bond trustee in accordance with the provisions of the Project Lease. “Bonds” means the Issuer’s Taxable Industrial Revenue Bonds (SFC Global Supply Chain, Inc. Project), issued in a principal amount not to exceed $600,000,000. “Company” means SFC Global Supply Chain, Inc., a Minnesota corporation and its successors and assigns. “Event of Default” means any Event of Default as described in Section 5.1 hereof. “Exempt Period” means ten (10) calendar years commencing on January 1 of the calendar year following the year in which Bonds are issued. “Exempt Property” means all Property that is exempt from taxation pursuant to K.S.A. 79-201(a) Second and/or Twenty-Fourth by reason that such property was purchased with the proceeds of the Bonds authorized by and in accordance with the Abatement Statute. “Issuer” means the City of Salina, Kansas. “Property” means all real and personal property subject to taxation pursuant to K.S.A. 79-101. “Project” means acquiring and constructing in multiple phases, commercial facilities, including land, buildings, structures, improvements and fixtures, consisting of a first phase of an approximately 400,000 square foot facility, plus additional phases to be approved by the Issuer, all located within the Issuer. “Project Costs” means all costs and expenses of every nature paid from proceeds of the Bonds and relating to the acquisition, construction, improvement, installation, furnishing and equipping of the Project. “Project Site” means all of the real property described in Exhibit B attached hereto and by this reference made a part hereof. 600596.20210/PERFORMANCE AGREEMENT -2- ARTICLE II AD VALOREM PROPERTY TAX EXEMPTION Section 2.1. | Exempt Property. During the Exempt Period, and so long as the Bonds are outstanding, the Issuer agrees to use its best efforts to cause the Bond Financed Portion of the Project to be and remain Exempt Property. Section 2.2. Term of Agreement. This Agreement shall become effective upon execution, and subject to earlier termination pursuant to the provisions of this Agreement (including particularly Article V hereof), shall terminate upon the expiration of the Exempt Period. Section 2.3. | No Abatement of Special Assessments or USD Capital Outlay Levy. The Issuer and the Company hereby agree that the Act and Abatement Statute will not allow any tax abatement with respect to the Project from special assessments or any capital outlay levy under K.S.A. 72-53,113, and amendments thereto for the unified school district in which the Project is located. Section 2.4. Obligation of Issuer to Effect Tax Abatement. The Issuer agrees to use its best efforts to cause the Bond Financed Portion of the Project to be Exempt Property during the Exempt Period and agrees to make all filings required by the Board of Tax Appeals; provided, however, the Issuer shall not be liable for any failure of the Board of Tax Appeals to approve the exemption permitted by the Abatement Statute. The Issuer covenants that it will not knowingly take any action that the Issuer has knowledge may cause the Bond Financed Portion of the Project to no longer be Exempt Property. In the event the Bond Financed Portion of the Project is determined to no longer be Exempt Property, the Issuer shall, at the Company’s request, cooperate with the Company in all reasonable ways to cause the Bond Financed Portion of the Project to be Exempt Property, including cooperating with the Company in any related litigation. The Company agrees to pay to the Issuer the costs that the Issuer incurs (including legal fees and expenses) in cooperating with the Company in the manner required by this Section. Section 2.5. Projected Construction Schedule. The Company expects to commence and complete construction of the Project as in accordance with the schedule set forth on Exhibit C. Failure of the Company to actually commence or complete construction of the Project in accordance with the schedule set forth on Exhibit C shall constitute a breach or default under this Agreement. Section 2.6. Determination of Appraised Value and Assessments. The Issuer and the Company acknowledge that it is not the intent of the parties that the principal amount of the Bonds be used for the purpose of determining the appraised value of the Project or any portion thereof for tax purposes. The Company acknowledges that the county appraiser independently determines the appraised value of Property. The Company further acknowledges that the Issuer does not have input in or in any way control the determination of the appraised value of Property or the assessment of Property, and that the Issuer cannot and is not attempting to bind the county appraiser or any other governmental authority with respect to a determination of the appraised value of the Bond Financed Portion of the Project. 600596.20210/PERFORMANCE AGREEMENT -3- ARTICLE It COVENANTS OF THE COMPANY Section 3.1. Inspection. The Company agrees that the Issuer and its duly authorized agents shall have the right at reasonable times (during business hours), subject to at least 48 hours advance notice and to the Company’s usual business proprietary, safety and security requirements, to enter upon the Project Site to examine and inspect the Project and the records of the Company which demonstrate compliance with this Agreement, including, but not limited to, inspections necessary to confirm compliance with Section 3.2. Section 3.2. Compliance with Laws. The Project will comply in all material respects with all applicable building and zoning, health, environmental and safety ordinances and regulations and all other applicable laws, rules and regulations. Section 3.3. Construction. The Project will be constructed, equipped and operated in a manner that is consistent with the description of the Project herein. In the event the Project is constructed in a manner that the Issuer determines, in its reasonable discretion, is materially inconsistent with the description of the Project herein, the Issuer reserves the right to declare an Event of Default in accordance with Section 5.1 hereof. Section 3.4. Employment and Certification. The Company agrees to retain its 1,101 Full- Time Employees within the existing facilities in the Issuer. "Full-Time Employees” means the hourly and salaried full-time equivalent positions of current employees plus approved positions for which the Company is actively seeking employees; provided, however, the total number of current employees will not be less than 825 employees. Commencing in the year following the year in which bonds are issued, the Company agrees to add the following number of Full-Time Employees each year on or before December 31 at the following average base wages: Average Annual Year | # of New Employees Wages with Overtime/Commission/Bonus 1 42 $65,210 2 0 N/A 3 183 $67,844 Beginning on March 1, 2022, and on each March 1 thereafter and at any other time that the Issuer may request, for the term of this Agreement, the Company shall provide a written certification to the Issuer stating the total number of Full-Time Employees at the existing facilities in the Issuer, including the Project, and the base average hourly wages paid during the preceding calendar year. Section 3.5 Payment of Fees and Reimbursement or Payment of Costs. (a) The Company agrees to pay to the Issuer the standard fees charged by the Issuer in connection with tax abatement projects and the issuance of industrial revenue bonds. These fees include, but are not limited to, an initial application fee of $250 and an annual administrative fee of $1,500 per year that the industrial revenue bonds are outstanding. 600596.20210/PERFORMANCE AGREEMENT (b) The Company agrees to promptly reimburse the Issuer, upon receipt by the Company of an invoice from the Issuer, for any amounts that the Issuer pays to any other party as a result of the Issuer pursuing, obtaining or maintaining the tax abatement granted to the Company pursuant to this Agreement. These costs shall include, but shall not be limited to, all fees and expenses for filings with the Board of Tax Appeals (including the application fee and annual administration fee), legal notice publication expenses, and the costs and expenses of the Issuer’s legal counsel. The Company agrees that the Issuer may, in lieu of seeking reimbursement from the Company, forward any invoice received by the Issuer to the Company, which invoice is for a cost which the Issuer could seek reimbursement from the Company pursuant to this paragraph, and the Company agrees to promptly pay such invoice and to promptly provide the Issuer with evidence of such payment. Section 3.6. Abatement of Property. The Act and the Abatement Statute provide that, with certain exceptions, any property constructed or purchased in part with the proceeds of revenue bonds issued under the authority of the Act is exempt from taxation for a period of ten years to the extent of the value of that portion of the property financed by the revenue bonds. The tax abatement commences in the year following the year in which the Bonds are issued. Company understands that real and personal property will be exempt under the Abatement Statute only if such property is purchased with the proceeds of the Bonds. In order to be purchased with Bond proceeds, the trustee for the Bonds must receive a requisition request from the Company and must make a draw on the Bonds and use the money to either (a) pay, or (b) reimburse the Company for the payment of, the cost of the property. The Abatement Statute also provides that if property purchased with proceeds of the Bonds is used in any retail enterprise identified under the NAICS sectors 44 and 45 (“Prohibited NAICS”), the property will not be exempt from taxation, unless the property is a facility used exclusively to house the headquarters or back office operations of a prohibited retail enterprise. The Abatement Statute further provides that property purchased with bond proceeds is not exempt from taxation if the property is (i) a swine production facility (as described in K.S.A. 12-1749b), (ii) property located in a redevelopment project area established under the authority of K.S.A. 12-1770 or (iii) a poultry or rabbit confinement facility (as described in K.S.A. 17-5903). Company hereby represents that the NAICS code for the Project is not included within the list of Prohibited NAICS and agrees that during the term of the tax abatement, the property purchased with the proceeds of the Bonds will not be used in any of the Prohibited NAICS. Company understands that if any property purchased with the proceeds of the Bonds is used in a Prohibited NAICS, that property will not be subject to property tax abatement under Kansas law. Company represents that the Project is not, and will not become, a swine production facility, a poultry or rabbit confinement facility or inventory, and that the Project is not located in a redevelopment project area. 600596.20210/PERFORMANCE AGREEMENT ARTICLE IV SALE AND ASSIGNMENT The benefits granted by the Issuer to the Company pursuant to this Agreement shall belong solely to the Company and such benefits shall not be transferred (other than to an affiliate of the Company), assigned, pledged or in any other manner hypothecated without the express written consent of the Issuer; provided, nothing herein shall preclude the Company from assigning or pledging its interest in the Project so long as the Company continues to occupy the Project and otherwise remains responsible for its undertakings herein. ARTICLE V DEFAULT AND REMEDIES Section 5.1. Events of Default. If any one or more of the following events shall occur and be continuing, it is hereby defined as and declared to be and to constitute an “Event of Default” hereunder: (a) the Company shall fail to perform any of its obligations hereunder; (b) the Company shall breach any covenant contained herein or any representation of the Company contained herein shall prove to be materially false or erroneous; or (c) the Company shall be in default under the Project Lease. Section 5.2. Remedies on Default. Upon the occurrence of an Event of Default hereunder, the Company shall be given 60 days (or such longer period as the Issuer and the Company may agree), following written notice by the Issuer to the Company of the occurrence of such Event of Default, to cure such Event of Default. If such Event of Default is not cured within such time, this Agreement may be terminated by written notice to the Company from the Issuer. Such termination shall be effective immediately following delivery of such written notice. Upon the termination of this Agreement, the Company shall make a payment to the Issuer (or as the Issuer may otherwise direct) in an amount equal to the sum of (i) the pro rata amount of any taxes that would be due for the remaining portion of the current calendar year assuming the Bond Financed Portion of the Project were not Exempt Property, and (ii) the amount of any costs and attorneys’ fees incurred by the Issuer as a result of such Event of Default and in enforcing this Agreement. Section 5.3. Payments on Defaulted Amounts. Any amounts due hereunder which are not paid when due shall bear interest at the interest rate imposed by Kansas law on overdue ad valorem taxes from the date such payment was first due. ARTICLE VI MISCELLANEOUS PROVISIONS Section 6.1. Severability. If for any reason any provision of this Agreement shall be determined to be invalid or unenforceable, the validity and enforceability of the other provisions hereof shall not be affected thereby. 600596.20210/PERFORMANCE AGREEMENT Section 6.2. Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Kansas. Section 6.3. Execution in Counterparts. This Agreement may be executed simultaneously in several counterparts, each of which shall be deemed to be an original and all of which shall constitute but one and the same instrument. Section 6.4... Waiver. The Issuer and the Company acknowledge and agree that the amounts payable hereunder shall constitute payments due the Issuer under the Project Lease. The Company shall not be entitled to any extension of payment of such amounts as a result of a filing by or against the Company in any bankruptcy court. Section 6.5 Notices. All notices, certificates or other communications required or desired to be given hereunder shall be in writing and shall be given to or filed with the Issuer, the Trustee, the Company or the Owners of the Bonds if the same is given or filed in the manner and at the addresses specified in the Indenture. Section 6.6 Estoppel Certificate. The Issuer agrees that it will, from time to time, upon request by the Company, execute and deliver to the Company and to any parties designated by the Company, within ten (10) days following demand therefor, an estoppel certificate on the Company’s form, certifying (i) that this Agreement is unmodified and in full force and effect (or if there had been modifications, that the same are in full force and effect as so modified, (ii) that there are no defaults hereunder (or specifying any claimed defaults), and (iii) such other matters as may be reasonably requested by the Company. Section 6.7 Further Assurances. The parties each agree to do, execute, acknowledge and deliver any and all other documents and instruments and to take all such further action as shall be reasonably necessary or reasonably required in order to fully carry out this Agreement and to fully consummate and effect the transactions contemplated hereby. Section 6.8 Authority, ete. Each party to this Agreement represents and warrants to each other party as follows: (i) that such party has the requisite power and authority to enter into and perform this Agreement; (ii) that this Agreement has been duly authorized by all necessary action on the part of such party; (iii) that the execution and deliver and performance by each party of this Agreement will not conflict with or result in a violation of such party’s organizational documents or any judgment, order or decree of any court or arbiter to which such party is bound; and (iv) that this Agreement constitutes the valid and binding obligation of such party, and is enforceable against such party in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, creditor’s rights and other similar laws. Section 6.9 Electronic Storage. The parties agree that the transactions 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. [Remainder of page intentionally blank.] 600596.20210/PERFORMANCE AGREEMENT IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized officers, all as of the date first above written. CITY OF SALINA, KANSAS a) (SEAL) By:_ Ma Werth Kt | of», Melissa Rose Hodges, Mayor ATTEST: 600596.20210/PERFORMANCE AGREEMENT SFC GLOBAL SUPPLY CHAIN, INC. a Minnesota corporation -T, 4 . py. [ow tow Name: Tex PURI ~ Title: Eve ) Ctobal Spe) Chow 680596 202 10/PERFORMANCE AGREEMENT EXHIBIT A APPLICATION FOR THE ISSUANCE OF INDUSTRIAL REVENUE BONDS 600596.20210/PERFORMANCE AGREEMENT A-l EXHIBIT A APPLICATION FOR THE ISSUANCE OF INDUSTRIAL REVENUE BONDS 600596.20210/PERFORMANCE AGREEMENT A-l Salina APPLICATION FOR INDUSTRIAL REVENUE BONDS GENERAL INFORMATION SfC Glo siGflty Chitin, LAC. Name of Applicant Pina Date af Request LIE WEST” COLEE CE GAVE fHIOCUSNAE EL, POY SOISE CECI) S37°B897¥V Finn Address Phane Number Fax Number SOREL PL EL CPI352) GH/-K6OI7T = Contact personditte Phone Number Fax Number Names and Addresses of other contacts: CHE STOLME LtSftity FUP Sthetln put, sic, ES EF7FO/ Name Address Phone/Fax _ Ex00 Aonnandnrd LE tog O7ES) GIS /SET/ Sor x0 serté. poco, Bloornygsor, pat SSY37. O50) 3A - V2 $F Name Address Phone/Fax Nante Adilress Phone/Fax Names and address of the principal owners, officers and directors of the firm requesting the industrial Revenue Bonds: Name Title Address BI00 Aotymeadet Ltt BOY, POUL Keefer Cfo SIE 2000, LOOPULSIUM, Si SSIA3 7 SEMEALO Ce. 502 - F654 Applicant's Attorcy ¥bone Number Fax Number Le fA Applicant’s Underwriter (or Purchascr} Phone Number Fax Number Contact Petson Address I. NATURE OF PROJECT FINANCING (if refunding/refinancing, skip to section IIT) ]. Briefly describe the proposed financing: SROUSTTOW, CONSTRCCTION find ECCLES PL COMES E fib fMEA ZY AF FOG SANA ee Sepa fg, AS E7FO/ 2. Is the proposed project a new facility, expansion, or replacement of another existing facility? OX DIOS O00 Please state the reason for the establishment of the new facility, expansion or replacement of the existing facility: SMO VfoR EC CSLYDI OI TY 3. _ Is the applicant’s understanding that the interest on the proposed issue is tax-exempt or taxable? (Consult Bond Counsel). = gy BLE Ee a 4. Proposed number of years to amortize the bond issue: (SUCCES PVP EXXMLOIl Grr 5. Describe proposed call features: COT ONS C$PAPZE SPT fh XIIME 6. Describe the proposed security for the bonds (i.e., pledge of collateral, corporate/personal guarantees, debt service reserve fund, credit enhancements, etc.). tay flr pte wnt LEASEWILO ry Jt es?” 7. Proposed date of issue: ht 8. Will the bonds be rates? LO By whom? 9, Interest rate to be fixed or variable rate_“7¥40 2 2 __. If variable, please describe: 10. Please attach proposed debt service schedule, if available. Il. Anticipated source and use of project financing. Sources: Bond proceeds $ Cash _ Other Interest on Bond Proceeds during construction TOTAL = $ Uses: Land cost $ Construction Costs Machinery/Equipment Cost of Issuance (specify) Capitalized Interest Debt Service Reserve Fund Underwriting Fee Other TOTAL = $ 10. Please indicate proposed Trustee. SECO tere iil. REFUNDING/REFINANCING (fill out this section if transaction is refunding of an existing bond issue) id Ad —— Which form of refunding is proposed? a. Advance Refunding b. Current Refunding Current Principal Outstanding $ Purpose of Refunding: Interest savings (attach proposed savings schedule) Extend or shorten repayment (attach debt service schedule) Change indenture covenants (specify) Other (specify) Was the City of Salina the original Issuer? Yes No Original date of issue: If an advance refunding is proposed: Who is the proposed Escrow Trustee? Who is proposed to provide escrow verification? What is the length of escrow account? When are the refunding bonds callable? _.. ls there a call premium? Yes (if so, %) No List estimated sources and uses of refunding bond proceeds: Sources: Uses: TOTAL = $ TOTAL=$ 0/4 9, Please list the proposed security of the refunding issue: 10. Proposed offering date of the bond issue: 11. Please describe any material changes that have occurred to the company since the original bond issue, (i.e, new products or services, increase or decrease in employment, changes in sales revenue, net worth, profitability, new locations, etc.). IV, PROPOSED USE 3OIF Stet S/We. 1. Location of the proposed facility. s#étnend, (ES @7#0/ 2. Size of the proposed facility (include size of building and amount of rea! property): $03,000 * SF 3. Name of the Architect and Contractor, if designated: PIO AAO TAG Y WAS © St Domwtie __ Yaeisis corte 10 obny Gre) 733-80 Address PhonefPax Name Nome Address Phone/Fax 4, What business is proposed by the applicant at this location? LUAU LACAUI GHG OF Ol PEGA 7] 5. List the products or services to be rendered. (Include details of the nature and scope of the operation of the business): SOC 2 ey9 6. What percentage of the facility will be occupied by the Applicant? (If less than 100%, please specify other occupants): 4g & 7. Describe type of building construction proposed: SVOECAS? CONMCHEZE 8. Current zoning: ZanEO LA: BSE f - EXD OF GORA 9, Anticipated date of completion: FOWME - ——«§ O L8TtN FIT BHO ao ays” ORGANIZATIONAL 1. Describe the organizational structure of the firm (proprietorship, partnership, subsidiary, corporation, not-for-profit, etc.) LOC ACO 2. Is the Applicant’s stock publicly held? “eo If so, which stock exchange? FAM A 3. In what state is the Applicant incorporated? VALE S OTL 4. Date of incorporation. =» “4 Lie 72a 5. Indicate Applicant’s principal bank. §s “Fes “OWES O VIL. 6. Which CPA firm does the accounting/audit? Contact person Address PhoucEax 7. Please indicate what company will be performing the environmental audit: Contact person Address Phone/Fax 8. Describe and pending or threatened litigation: yd 9, Total employment of Applicant._.3 27+ 10. How many locations does applicant currently have? List locations: MARKETING OF THE BONDS [. Has the applicant retained a financial advisor, instead of or in addition to an underwriter? LAA Company nanie LLP. Contact person Address Phane/Fax 2. Please indicate the proposed marketing arrangement: ,©A7 Retail public offering Institutional offering VIL. Private Placement KOA By Applicant purchases issue (indicate %) Other (please describe) 3. Proposed date of issue: 4. Proposed date of offering: 5. Proposed date of closing: 6. Is the issue to be sold interstate or intrastate? Ae a 7. ¥other underwriters are going to participate in the offering please list: Company Ad Principal location MEASURE OF ECONOMIC GROWTH AND BENEFIT 1. Number of expected new additional employces to be hired at this site: Year | Year 2 Year 3 Professional Technical Clerical Laborers || | HH 2. Please indicate any notable characteristics of the employees for this facility: 3. Describe the economic benefits to the City’s economy if the transaction is completed: o IX, Xi. POTENTIAL CONFLICTS 1. Isany City Commissioner an officer, director or employee of the Applicant or hold an ownership interest in Applicant's firm? If so, please identify the individual and the nature of the relationship. Ayo 2. Please describe any other known circumstances that would create a conflict of interest: Aad PLEASE NOTE: Any potential conflicts as disclosed above do not necessarily negate the approval of the Issue, but are pertinent for determining those conflicts for the purpose of public disclosure. OTHER INFORMATION Specify below any other data or information you deem pertinent for the City’s consideration in passing upon the approval of the proposed project for financing: ATTACHMENTS To facilitate the processing of the application, please attach the following items to the application. 1. Certified copies of applicant's financial audits for the past three (3) years. 2. Applicant's most recent annual or quarterly financial report. 3. Financial Statement, current to date, for each personal guarantor. 9 XII. 4. Pro forma statements for the first five (5) years of operation after issuance of Bonds, including revenue projections, operating expense projections and a debt amortization schedule. 5. Interim financial statements to date, for the current fiscal year. APPLICANT’S AGREEMENT In consideration for the City’s acceptance, processing and consideration of this application, Applicant agrees, represents and warrants as follows: Applicant acknowledges that City of Salina policy requires a full payment in lieu of ad valorem property taxes otherwise exempt under Kansas law as a result of the industrial revenue bond financing. Applicant acknowledges having read the City’s tax abatement policy set forth in the attached City of Salina Resolution Number 91-4265, including the conditions upon which Applicants project may qualify for partial property tax abatement. Is the applicant requesting partial property tax abatement pursuant to the City’s policy? ~2<-ca+r 7S At etesrr~g Aube §~O0O% ri fettry Px BATE et? Applicant agrees and understands that Applicant shall be responsible for paying all expenses incurred by the City for professional services pertaining to this application and Applicants project regardless of whether or not the project is approved or a closing on the sale of the contemplated bonds takes place. Applicant represents and warrants that all statements of fact contained in this application are true to the Applicants best knowledge and belief. Partial completion of this application is permitted, however, prior to the adoption of the bond ordinance, the remaining supplementary information to complete this application must be furnished. Additional information may be required by Bond Counsel and the Financial Advisor, It is understood and agreed the information required in Section XI or any other information will be disclosed to the financial team and may be disclosed to the public. DAT is ae ey of store Ge. , DOP/_. Applicant's rae = LBESLELLIAT ACEI S tue tye Title Return this application to: Shandi Wicks City Clerk City of Salina P.O. Box 736 Salina, Ks. 67402-0736 10 EXHIBIT B PROJECT SITE LEGAL DESCRIPTION A TRACT OF LAND LOCATED IN LOTS ONE THROUGH TWO (1-2), LOTS FOUR THROUGH SIX (4-6), THE EAST 124 FEET OF LOT SEVEN (7), LOT EIGHT (8), THE EAST 124 FEET OF LOT NINE (9), LOTS TEN THROUGH EIGHTEEN (10-18), JUMPER ROAD, AND SCANLAN AVENUE, ALL IN BLOCK TWELVE (12), SCHILLING SUBDIVISION NO. 5 IN THE NORTHEAST QUARTER OF SECTION THREE (3), TOWNSHIP FIFTEEN (15) SOUTH, RANGE THREE (3) WEST OF THE 6™ P.M., SALINE COUNTY, KANSAS DESCRIBED AS FOLLOWS: COMMENCING AT A FOUND 2” ALUMINUM CAP STAMPED WILSON & COMPANY AT THE NORTHEAST CORNER OF SAID SECTION THREE (3), THENCE S 89° 53’ 00” W, ALONG THE NORTH LINE OF SAID NORTHEAST QUARTER, BEING THE BASIS OF BEARING, A DISTANCE OF 255.70 FEET TO A POINT ON THE WEST RIGHT OF WAY LINE EXTENDED OF CENTENNIAL ROAD; THENCE S 00° 20’ 31” E, ALONG SAID WEST RIGHT OF WAY LINE EXTENDED, A DISTANCE OF 50.45 FEET TO A POINT ON THE SOUTH RIGHT OF WAY LINE OF SCHILLING ROAD AT A FOUND #5 REBAR WITH YELLOW PLASTIC CAP STAMPED BW&R, SAID POINT ALSO BEING THE POINT OF BEGINNING; THENCE S$ 00° 20’ 31” E, ALONG THE WEST RIGHT OF WAY LINE OF CENTENNIAL ROAD, A DISTANCE OF 1774.77 FEET TO A FOUND #5 REBAR WITH ORANGE PLASTIC CAP STAMPED W&C CLS#158 ON THE NORTH RIGHT OF WAY LINE OF ARNOLD AVENUE, THENCE S 89° 39’ 29” W, ALONG SAID NORTH RIGHT OF WAY LINE OF ARNOLD AVENUE, A DISTANCE OF 1108.50 FEET TO A FOUND #5 REBAR WITH 2” ALUMINUM CAP STAMPED SAA; THENCE ALONG A CURVE TO THE RIGHT, CONTINUING ALONG SAID NORTH RIGHT OF WAY LINE OF ARNOLD AVENUE, AN ARC DISTANCE OF 133.63 FEET, SAID CURVE TO THE RIGHT HAVING A RADIUS OF 300.00 FEET, A CHORD BEARING OF N 77° 34’ 54” W AND A CHORD DISTANCE OF 132.52 FEET TO A FOUND #5 REBAR WITH ORANGE PLASTIC CAP STAMPED W&C CLS#158; THENCE N 64° 49° 17” W, CONTINUING ALONG SAID NORTH RIGHT OF WAY LINE OF ARNOLD AVENUE, A DISTANCE OF 411.47 FEET TO A FOUND #5 REBAR WITH 2” ALUMINUM CAP STAMPED SAA; THENCE ALONG A CUVE TO THE LEFT, CONTINUING ALONG SAID NORTH RIGHT OF WAY LINE OF ARNOLD AVENUE, AN ARC DISTANCE OF 169.26 FEET, SAID CURVE TO THE LEFT HAVING A RADIUS OF 380.00 FEET, A CHORD BEARING OF N 77° 34’ 54” W AND A CHORD DISTANCE OF 167.86 FEET TO A FOUND #5 REBAR WITH 2” ALUMINUM CAP STAMPED SAA; 600596.20210/PERFORMANCE AGREEMENT B-1 THENCE S 89° 39” 29” W, CONTINUING ALONG SAID NORTH RIGHT OF WAY LINE OF ARNOLD AVENUE, A DISTANCE OF 176.68 FEET TO A #5 REBAR WITH ORANGE PLASTIC CAP STAMPED W&C CLS#158 SET AT THE SOUTHWEST CORNER OF THE EAST 124.00 FEET OF LOT 9, BLOCK 12, OF SAID SCHILLING SUBDIVISION NO. 5; THENCE N 00° 20° 31” W A DISTANCE OF 256.65 FEET TO A #5 REBAR WITH ORANGE PLASTIC CAP STAMPED W&C CLS#158 SET AT THE NORTHWEST CORNER OF THE EAST 124.00 FEET OF LOT 9, BLOCK 12, OF SAID SCHILLING SUBDIVISION NO.5; THENCE §S 89° 39° 29” W, ALONG THE NORTH LINE OF SAID LOT 9, A DISTANCE OF 166.00 FEET TO A FOUND #5 REBAR ON THE EAST RIGHT OF. WAY LINE OF ARNOLD AVENUE; THENCE N 00° 20’ 31” W, ALONG SAID EAST RIGHT OF WAY LINE OF ARNOLD AVENUE, A DISTANCE OF 187.50 FEET TO A FOUND #5 REBAR WITH ORANGE PLASTIC CAP STAMPED W&C CLS#158 AT THE SOUTHWEST CORNER OF LOT 7, BLOCK 12, OF SAID SCHILLING SUBDIVISION NO. 5; THENCE N 89° 39° 29” E, ALONG THE SOUTH LINE OF SAID LOT 7, A DISTANCE OF 166.00 FEET TO A #5 REBAR WITH ORANGE PLASTIC CAP STAMPED W&C CLS#158 SET AT THE SOUTHWEST CORNER OF THE EAST 124.00 FEET OF LOT 7, BLOCK 12, OF SAID SCHILLING SUBDIVISION NO. 5; THENCE N 00° 20’ 31” W A DISTANCE OF 182.00 FEET TO A #5 REBAR WITH ORANGE PLASTIC CAP STAMPED W&C CLS#158 SET AT THE NORTHWEST CORNER OF THE EAST 124.00 FEET OF LOT 7, BLOCK 12, OF SAID SCHILLING SUBDIVISION NO. 5; THENCE § 89° 39° 29” W, ALONG THE NORTH LINE OF SAID LOT 7, A DISTANCE OF 166.00 FEET TO A #5 REBAR WITH ORNAGE PLASTIC CAP STAMPED W&C CLS#158 SET ON THE EAST RIGHT OF WAY LINE OF ARNOLD AVENUE; THENCE N 00° 20° 31” W, ALONG SAID EAST RIGHT OF WAY LINE OF ARNOLD AVENUE, A DISTANCE OF 258.00 FEET TO A FOUND #5 REBAR WITH 2” ALUMINUM CAP STAMPED SAA AT THE SOUTHWEST CORNER OF LOT 3, BLOCK 12, OF SAID SCHILLING SUBDIVISION NO. 5; THENCE N 89° 39” 29” E, ALONG THE SOUTH LINE OF LOT 3, BLOCK 12, OF SAID SCHILLING SUBDIVISION NO. 5, A DISTANCE OF 384.96 FEET TO A FOUND #5 REBAR WITH 2” ALUMINUM CAP STAMPED SAA; THENCE ALONG A CURVE TO THE RIGHT, CONTINUING ALONG THE SOUTH LINE OF SAID LOT 3, AN ARC DISTANCE OF 49.89 FEET, SAID CURVE TO THE RIGHT HAVING A RADIUS OF 50.00 FEET, A CHORD BEARING OF N 39° 46” 42” E AND A CHORD DISTANCE OF 47.84 FEET TO A FOUND #5 REBAR WITH YELLOW PLASTIC CAP STAMPED BW&R ON THE EAST LINE OF SAID LOT 3; THENCE N 21° 38’ 16” W, ALONG THE EAST LINE OF SAID LOT 3, A DISTANCE OF 60.00 FEET TO A FOUND #5 REBAR WITH YELLOW PLASTIC CAP STAMPED BW&R; 600596.20210/PERFORMANCE AGREEMENT B-2 THENCE N 00° 20’ 31” W, CONTINUING ALONG THE EAST LINE OF SAID LOT 3, A DISTANCE OF 200.51 FEET TO A FOUND #5 REBAR WITH YELLOW PLASTIC CAP STAMPED BW&R ON THE NORTH LINE OF SAID LOT 3; THENCE § 89° 39’ 29” W, ALONG THE NORTH LINE OF SAID LOT 3, A DISTANCE OF 394.00 FEET TO A FOUND #5 REBAR WITH YELLOW PLASTIC CAP STAMPED BW&R ON THE EAST RIGHT OF WAY LINE OF ARNOLD AVENUE; THENCE N 00° 20° 31” W, ALONG SAID EAST RIGHT OF WAY LINE OF ARNOLD AVENUE, A DISTANCE OF 354.00 FEET TO A FOUND #5 REBAR WITH ORANGE PLASTIC CAP STAMPED W&C CLS#158 ON THE SOUTH RIGHT OF WAY LINE OF SCHILLING ROAD, THENCE N 89° 39’ 29” E, ALONG THE SOUTH RIGHT OF WAY LINE OF SCHILLING ROAD, A DISTANCE OF 2115.47 FEET TO THE POINT OF BEGINNING; SAID TRACT CONTAINS 78.04 ACRES, MORE OR LESS. 600596.20210/PERFORMANCE AGREEMENT B-3 EXHIBIT C ESTIMATED PROJECT SCHEDULE Projected Event Date PHASE ONE - Project Jayhawk ($356M) Commence Construction 9/28/2020 Substantial Completion of Acquisition & Construction 10/18/2022 Final Completion 12/31/2022 PHASE TWO Details of Phase Two or other future phases (including commencement and completion timing) will be mutually agreed upon by the Issuer and the Company. 600596.20210/PERFORMANCE AGREEMENT C-1 TENANT'S CLOSING CERTIFICATE $270,000,000 City of Salina, Kansas Taxable Industrial Revenue Bonds Series 2022 (SFC Global Supply Chain Project) I, the undersigned, hereby certify that I am the duly elected, qualified and acting Assistant Treasurer of SFC Global Supply Chain, Inc., a Minnesota Corporation (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 $270,000,000 principal amount of Taxable Industrial Revenue Bonds, Series 2022 (SFC Global Supply Chain 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 corporation duly incorporated, organized and in good standing under the laws of the State of Minnesota, and is in good standing and duly authorized and qualified to do business in the State of Kansas. 1,2, Articles of Incorporation and Bylaws. The copy of the Articles of Incorporation of the Tenant attached hereto as Exhibit A is a true, complete and correct copy of the Articles of Incorporation, as amended to date, as certified by the Secretary of the State of Kansas, and the Articles of Incorporation have not been further amended and are in full force and effect as of the date hereof. The copy of the Bylaws of the Tenant attached hereto as Exhibit B is a true, complete and correct copy of the Bylaws, as amended to date, and the Bylaws have not been further amended and are 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. CORPORATE PROCEEDINGS AND LEGAL DOCUMENTS 2.1. Corporate Proceedings. A true and correct copy of the resolution lawfully adopted by the Board of Directors of the Tenant in accordance with the laws of the Tenant's state of incorporation 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 officers 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 Board of Directors of the Tenant and approved by the Resolution; the Tenant Documents have not been 600596.20210\CLOSING DOCUMENTS amended or 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 October 1, 2022 (the "Site Lease"), between the Tenant, as lessor and the Issuer, as lessee. (b) Project Lease dated as of October 1, 2022 (the " Project Lease"), between the Issuer and the Tenant. (c) Bond Purchase Agreement dated as of October 1, 2022 (the "Bond Purchase Agreement"), between the Issuer and the Tenant. 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, construction and equipping of a commercial facility. The Project is located within the corporate limits of the Issuer. 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 600596.20210\CLOSING DOCUMENTS 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 or certificate of title, there is at present no defect in the title to the land on which the Project is 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 Incorporation or Bylaws 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. 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 on any of its properties. The terms "release" and "hazardous substance" are as understood under CERCLA and other applicable Environmental Laws. 600596.20210\CLOSING DOCUMENTS 6.5. Present Conditions. Tenant is not aware of any environmental condition, situation or incident on, at or concerning the Project 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] 600596.20210\CLOSING DOCUMENTS IN WITNESS WHEREOF, I have signed this certificate for delivery concurrently with the issuance of the Bonds. SFC GLOBAL SUPPLY CHAIN, INC. An By: —_ Dag Name: Jerry Kivel Title: Assistant Treasurer 600596.20210\CLOSING DOCUMENTS (Signature Page to Tenant’s Closing Certificate) EXHIBIT A ARTICLES OF INCORPORATION 600596.20210\CLOSING DOCUMENTS EXHIBIT A ARTICLES OF INCORPORATION 600596.20210\CLOSING DOCUMENTS UA 6965364 - ARTICLES OF AMENDMENT TOTHE ~ AMENDED AND RESTATED ARTICLES OF INCORPORATION OF SCHWAN’S GLOBAL SUPPLY CHAIN, INC. 1, The name of the corporation is Schwan’s Global Supply Chain, Inc., a Minnesota corporation. ; 2, The following is the full text of the amendment to the Amended and Restated Articles of Incorporation of Schwan’s Global Supply Chain, Inc.: RESOLVED, that the first paragraph ‘titled “Name” of the Amended and Restated Articles of Incorporation.is hereby amended in its entirety to read as follows: Name. The name of the corporation is SFC Global Supply Chain, Inc. 3. The effective date of this Amendment ‘to the Amended and Restated Articles of Incorporation is December 1, 2015. 4. The foregoing amendment was adopted pursuant to Chapter 302A of the Minnesota Business Corporation Act. IN WITNESS WHEREOF, the‘ undersigned, President of Schwan’s Global Supply Chain, Inc., being duly authorized on behalf of the corporation, has executed this Amendment to the Amended and Restated Articles of Incorporation on October 19, 2015. SCHWAN’S GLOBAL SUPPLY “ a CHAIN, INC. a Dobe f. Ab— Douglas ¢) §) Olser, Ils President Work Item 856536400035 Original File Number 12L-841 STATE OF MINNESOTA OFFICE OF THE SECRETARY OF STATE FILED 12/04/2015 11:59 PM Steve Simon Secretary of State UE PDL KY 41123590002 ARTICLES OF AMENDMENT AMENDING AND RESTATING ARTICLES OF INCORPORATION OF SCHWAN’S GLOBAL SUPPLY CHAIN, INC. 1. The name of the corporation is Schwan’s Global Supply Chain, Inc., a Minnesota corporation. 2. The document entitled “Amended and Restated Articles of Incorporation of Schwan’s Global Supply Chain, Inc.,” marked as Exhibit A and attached hereto, contains the full text of amendments to the Articles of Incorporation of Schwan’s Global Supply Chain, Inc. 3. The Amended and Restated Articles of Incorporation restate the original articles in their entirety and the Amended and Restated Articles of Incorporation supersede the original articles and all amendments thereto. 4. The Amended and Restated Articles of Incorporation were adopted pursuant to Chapter 302A of the Minnesota Business Corporation Act by the Board of Directors and shareholders of Schwan’s Global Supply Chain, Inc. 5. The effective time of these Articles of Amendment is 11:59:04 p.m. on January 1, 2011. IN WITNESS WHEREOF, the undersigned, the President of Schwan’s Global Supply Chain, Inc., being duly authorized on behalf of the corporation, has executed this document this 224 day of December, 2010. ~ \ / h / / J / P y j A r 6Gehe 7 a a * ime: Douglhs Olsem Title: Presicent EXHIBIT A AMENDED AND RESTATED ARTICLES OF INCORPORATION OF SCHWAN’S GLOBAL SUPPLY CHAIN, INC. Name. The name of the corporation is Schwan’s Global Supply Chain, Inc. Registered Office. The address of the registered office of the corporation in Minnesota is 100 South Fifth Street, Suite 1075, Minneapolis, Minnesota, 55402. Authorized Shares. The aggregate number of shares that the corporation is authorized to issue is 15,000, par value $0.01 per share. The shares shall be divisible into classes and series, have the designations, voting rights, and other rights and preferences, and be subject to the restrictions, that the board of directors may from time to time establish, fix and determine, consistent with these articles of incorporation. Unless otherwise designated by the board of directors, all issued shares shall be deemed common shares. Shares of any class or series of the corporation, including shares of any class or series which are then outstanding, unless otherwise specifically provided in the terms and preferences of any such particular class or series, may be issued to the holders of shares of another class or series of the corporation without the authorization, approval or vote of the holders of shares of any class or series of the corporation. No Cumulative Voting. There shall be no cumulative voting by the shareholders of the corporation. No Preemptive Rights. The shareholders of the corporation shall not have any preemptive rights arising under the Minnesota Business Corporation Act. This provision is not applicable to rights arising in connection with a designation of rights and preferences of a series of preferred stock or arising under contract. Limitation of Directors’ Liability. To the fullest extent permitted by the Minnesota Business Corporation Act as the same exists or may hereafter be amended, a director of this corporation shall not be personally liable to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director. Neither-the amendment, modification or repeal of this Article nor the adoption of any provision in these articles of incorporation inconsistent with this Article shall adversely affect any right or protection of a director or officer of the corporation with respect to any act or omission that occurred prior to the time of such amendment, modification, repeal or adoption. Written Action by Directors. An action required or permitted to be taken at a mecting of the board of directors of the corporation may be taken by a written action signed, or consented to by authenticated clectronic communication, by all of the directors unless the action need not be approved by the sharcholders of the corporation, in which case the action may be taken by a written action signed, or consented to by authenticated electronic communication, by the number of directors that would be required to take the same action at a meeting of the board of directors of the corporation at which all of the directors were present. A written action may be signed in separate counterparts. Written Action by Shareholders. At any time that the corporation is not a “publicly held corporation” (as defined by Minnesota Statutes Section 302A.01 1, sub. 40), an action required or permitted to be taken at a meeting of the shareholders of the corporation may be taken without a meeting by written action signed, or consented to by authenticated electronic communication, by shareholders having voting power equal to the voting power that would be required to take the same action at a meeting of the shareholders at which all shareholders were present. No Dissenters’ Rights for Articles Amendments. To the fullest extent permitted by the Minnesota Business Corporation Act as the same exists or may hereafter be amended, a shareholder of the corporation shall not be entitled to dissent from, and obtain payment for the fair value of the shareholder’s shares in the event of, an amendment of the articles of incorporation. Control] Share Acquisitions. Minnesota Statutes Section 302A.449, sub. 7, and 302A.671 (all as may be amended from time to time) conceming Control Share Acquisitions shall not apply to this corporation. STATE OF SEE GE MNEsora FILED DEC 27 2010 Secretary of State ARTICLES OF AMENDMENT AMENDING AND RESTATING ARTICLES OF INCORPORATION OF SCHWAN’S GLOBAL SUPPLY CHAIN, INC. The name of the corporation is Schwan’s Global Supply Chain, Inc., a Minnesota corporation. The document entitled “Amended and Restated Articles of Incorporation of Schwan’s Global Supply Chain, Inc.,” marked as Exhibit A and attached hereto, contains the full text of amendments to the Articles of Incorporation of Schwan’s Global Supply Chain, Inc. The Amended and Restated Articles of Incorporation restate the original articles in their entirety and the Amended and Restated Articles of Incorporation supersede the original articles and all amendments thereto. The Amended and Restated Articles of Incorporation were adopted pursuant to Chapter 302A of the Minnesota Business Corporation Act by the Board of Directors and shareholders of Schwan’s Global Supply Chain, Inc. The effective time of these Articles of Amendment is 11:59:04 p.m. on January 1, 2011. IN WITNESS WHEREORF, the undersigned, the President of Schwan’s Global Supply Chain, Inc., being duly authorized on behalf of the corporation, has executed this document this 22™ day of December, 2010. Name: Dout|iis Olsem Title: President SECRETARY OF STATE Certificate of Merger I, Mary Kiffmeyer, Secretary of State of Minnesota, certify that the documents required to effectuate a merger between the entities listed below and designating the surviving entity have been filed in this office on the date noted on this certificate; and the qualification of any non-surviving entity to do business in Minnesota is terminated on the effective date of this merger. Merger Filed Pursuant to Minnesota Statutes, Chapter: 302A ‘ es as > o, Pe a x ay State of Formation and Names of Merging Entities: = < (esa A MN: SCHWAN’S GLOBAL SUPPLY CHAIN, INC. DE: SCHWAN’S BAKERY OPERATIONS, LLC ry a in i ; State of Formation and Name of Surviving Entity: vie ) ae MN: SCHWAN’S GLOBAL SUPPLY CHAIN, INC. IN te =» ey TAK, Effective Date of Merger: January 1, 2006 @ 12:02 am central time in = if As Name of Surviving Entity after Effective Date of Merger: SCHWAN’S GLOBAL SUPPLY CHAIN. INC. This Certificate has been issued on: December 27, 2005. <sTiLil it Ty > yo HE Lite, ier 3) q Fat weeeee” v4 Bais Ce ae Nes oe SPs NCL Ae. Hfforesyer) nd Pree © pees” ees sae en Cecretal of State. JQ h- 4 | ee D Oo hy 16441220002 ARTICLES OF MERGER BETWEEN SCHWAN’S GLOBAL SUPPLY CHAIN, INC. AND SCHWAN’S BAKERY OPERATIONS, LLC The undersigned, a person authorized to do so, hereby certifies as follows: JL Attached as Exhibit A is the Agreement and Plan of Merger for the merger of Schwan’s Bakery Operations, LLC with and into Schwan’s Global Supply Chain, Inc. 2. The Agreement and Plan of Merger has been approved by Schwan’s Global Supply Chain, Inc. and Schwan’s Bakery Operations, LLC pursuant to the Minnesota Business Corporation Act. Dated: December 1, 2005 SCHWAN’S GLOBAL SUPPLY CHAIN, INC. "ee Brian Sattler Secretary SCHWAN’S BAKERY OPERATIONS, LLC Brian Sattler Secretary AGREEMENT AND PLAN OF MERGER OF SCHWAN’S GLOBAL SUPPLY CHAIN, INC. AND SCHWAN’S BAKERY OPERATIONS, LLC This Agreement and Plan of Merger sets forth the terms of the merger of Schwan’s Bakery Operations, LLC, a Delaware limited liability company and a wholly owned subsidiary of Schwan’s Global Supply Chain, Inc., with and into Schwan’s Global Supply Chain, Inc., a Minnesota corporation, on the terms and conditions set forth herein. 1. Merger, Effective as of 12:02 a.m., Central Time, on January 1, 2006 (the “Effective Y Date”), Schwan’s Bakery Operations, LLC shall be merged with and into Schwan’s Global Vv Supply Chain, Inc, and the separate corporate existence of Schwan’s Bakery Operations, LLC shall cease. Schwan’s Global Supply Chain, Inc. shall be the surviving corporation in the merger, and the separate corporate existence of Schwan’s Global Supply Chain, Inc. with all its — purposes, objects, rights, privileges, powers, immunities and franchises, shall continue unaffected and unimpaired by the merger. 2, Articles of Incorporation. The articles of incorporation of Schwan’s Global Supply Chain, Inc. shall be the articles of incorporation of the surviving corporation, subject always to the right of the surviving corporation to amend its articles of incorporation after the date of merger in accordance with the Minnesota Business Corporation Act, and shall not be amended by virtue of the merger. 3. Bylaws, The bylaws of Schwan’s Global Supply Chain, Inc. shall be the bylaws of the surviving corporation and shall not be amended by the merger. 4. Directors and Officers. The directors of Schwan’s Global Supply Chain, Inc. immediately prior to the date of merger shall be the directors of the surviving corporation, and the officers of Schwan’s Global Supply Chain, Inc. immediately prior to the date of merger shall be the officers of the surviving corporation, in each case until their successors. have been elected and qualified or until otherwise provided by law. 5. Conversion of Shares. Upon the Effective Date of the merger, all outstanding units of Schwan’s Bakery Operations, LLC shall be cancelled, and no shares of Schwan’s Global Supply Chain, Inc. shall be issued in lieu thereof. Dated: December 1, 2005 SCHWAN’S GLOBAL SUPPLY CHAIN, INC. By: : Brian Sattler Secretary SCHWAN’S BAKERY RATIONS, LLC Brian Sattier Secretary STAT NNESOT, SE PAA DEY NNESOTA FILED Dec agams A “ong Miipeges Secretary of State 12L-841 SECRETARY OF STATE Certificate of Merger BS =, I, Mary Kiffmeyer, Secretary of State of Minnesota, certify that: the documents Ss = required to effectuate a merger between the entities listed below and designating the surviving Wass entity have been filed in this office on the date noted on this certificate, ) ALE Be. =] Merger Filed Pursuant to Minnesota Statutes, Chapter: 302A : Cees | 23 re State of Formation and Names of Merging Entities: i | 4 MN: SCHWAN’S GLOBAL SUPPLY CHAIN, INC. = DE: MRS. SMITH’S FOIL SUPPLY, INC. — na) ENIX ae Se State of Formation and Name of Surviving Entity: MN: SCHWAN’S GLOBAL SUPPLY CHAIN, INC. bas IN Effective Date of Merger: November 21, 2005 ; i) U. i > Name of Surviving Entity A fier Effective Date of Merger: fi y, Ss SCHWAN’S GLOBAL SUPPLY CHAIN, INC. This certificate has been issued on: November 21, 2005 f ys hal ‘I ry e my * ‘ iy . ie _* \: .. wees es ahh ee NIN BY oe i. > Ben Dh Se He , “EE | 15931350004 (3L-Su pe ™ ARTICLES OF MERGER BETWEEN SCHWAN’S GLOBAL SUPPLY CHAIN, INC. AND MRS. SMITH’S FOIL SUPPLY, LLC The undersigned, a person authorized to do so, hereby certifies as follows: 1. Attached as Exhibit A is the Agreement and Plan of Merger for the merger of Mrs. Smith’s Foil Supply, LLC with and into Schwan’s Global Supply Chain, Inc. 2. The Agreement and Plan of Merger has been approved by Schwan’s Global Supply Chain, Inc. and Mrs. Smith’s Foil Supply, LLC pursuant to the Minnesota Business Corporation Act. Dated: November 1¢, 2005 SCHWAN’S GLOB NCA Brian Sattler Secretary UPPLY CHAIN, INC. MRS. SMITH’S FOIL SUPPLY, LLC By: < y Brian Satttér_ Secretary LV H(A? A AGREEMENT AND PLAN OF MERGER OF SCHWAN’S GLOBAL SUPPLY CHAIN » INC. AND MRS. SMITH’S FOIL SUPPLY, LLC This Agreement and Plan of Merger sets forth the terms of the merger of Mrs. Smith’s Foil Supply, LLC, a Delaware limited liability company and a wholly owned subsidiary of Schwan’s Global Supply Chain, Inc., with and into Schwan’s Global Supply Chain, Inc., a Minnesota corporation, on the terms and conditions set forth herein. 1. Merger. Upon the filing of articles of merger with respect to this Plan of Merger with the Minnesota Secretary of State in accordance with the Minnesota Business Corporation Act, Mrs. Smith’s Foil Supply, LLC shall be merged with and into Schwan’s Global Supply Chain, Inc. and the separate corporate existence of Mrs. Smith’s Foil Supply, LLC shall cease. Schwan’s Global Supply Chain, Inc. shall be the surviving corporation in the merger, and the separate corporate existence of Schwan’s Global Supply Chain, Inc. with all its purposes, objects, rights, privileges, powers, immunities and franchises, shall continue unaffected and unimpaired by the merger. 2. Articles of Incorporation. The articles of incorporation of Schwan’s Global Supply Chain, Inc. shall be the articles of incorporation of the surviving corporation, subject always to the right of the surviving corporation to amend its articles of incorporation after the date of merger in accordance with the Minnesota Business Corporation Act, and shall not be amended. by virtue of the merger. 3. Bylaws. The bylaws of Schwan’s Global Supply Chain, Inc. shall be the bylaws of the surviving corporation and shatl not be amended by the merger. 4. Directors and Officers, The directors of Schwan’s Global Supply Chain, Inc. immediately prior to the date of merger shall be the directors of the surviving corporation, and the officers of Schwan’s Global Supply Chain, Inc. immediately prior to the date of merger shall be the officers of the surviving corporation, in each case until their successors have been elected and qualified or until otherwise provided by law. 5. Conversion of Shares. Upon the Effective Date of the merger, all outstanding units of Mrs. Smith’s Foil Supply, LLC shall be cancelled, and no shares of Schwan’s Global Supply Chain, Inc. shall be issued in lieu thereof. Dated: October 29, 2005 SCHWAN’S GLOB UPPLY CHAIN, INC. Brian Sattler Secretary MRS, SMITH’ SUPPLY, LLC Brian Satiler Secretary ESOTA STATE Ory NN STATE FILED - 21 206 Pang tigress) Secretary of 12L-841 SECRETARY OF STATE Certificate of Merger I, Mary Kiffmeyer, Secretary of State of Minnesota, certify that: the documents required to effectuate a merger between the entities listed below and designating the surviving entity have been filed in this office on the date noted on this certificate; and the qualification of any non-surviving entity to do business in Minnesota is terminated on the effective date of this merger. Merger Filed Pursuant to Minnesota Statutes, Chapter: 302A State of Formation and Names of Merging Entities: MN: SCHWAN’S FOOD MANUFACT, URING, INC. CA: SSE MANUFACTURING, INC. State of Formation and Name of Surviving Entity: MN: SCHWAN’S FOOD MANUFACTURING, INC. Effective Date of Merger: December 31, 2002. 11:59 PM Name of Surviving Entity After Effective Date of Merger: SCHWAN’S FOOD MANUFACTURING, INC. This centficate has hoon issucd on: December 26, 2092 any, Hefbreayer . Agécretar¥, of State. ARTICLES OF MERGER (y) OF SSE MANUFACTURING, INC. (a California corporation and parent corporation) INTO SCHWAN’S FOOD MANUFACTURING, INC. (a Minnesota corporation and subsidiary corporation) The undersigned, a person authorized to do so, hereby certifies as follows: 1. Attached as Exhibit A is the plan of merger for the merger of SSE Manufacturing, Inc., a California corporation (“Parent”), with and into Schwan’s Food Manufacturing, Inc., a Minnesota corporation (“Subsidiary”). 2, Such plan of merger has been adopted by Parent pursuant to Section 302A.621 of the Minnesota Business Corporation Act. 3. The number of outstanding shares of each class and serics of Subsidiary, and the number of shares of each class and series of Subsidiary owned by Parent directly, or indirectly through related corporations, is as follows: Class and Series Shares Outstanding Shares Owned by Parent Common Stock, par value 1 1 $0.01 per share 4. Because Subsidiary has no shareholders other than Parent, no copy of the plan of merger was mailed to any shareholder of Subsidiary. 5. These Articles of Merger shall become effective at 11:59 p.m. on December 31, 2002. OG60S65 WO 1539883 5 These Articles of Merger have been signed on behalf of Parent by a person duly authorized to do so. Dated: December Ag 2002 SSE MANUFACTURING, INC. bof bl. Name: _ William 0. McCormack Title; Vice President of Operations WO 153988.3 bho EXHIBIT A PLAN OF MERGER (i) OF SSE MANUFACTURING, INC. (a California corporation and parent corporation) INTO SCHWAN’S FOOD MANUFACTURING, INC. (a Minnesota corporation and subsidiary corporation) 1. This plan of merger sets forth the tenns of the merger of SSE Manufacturing, Inc., a California corporation (“Parent”), with and into Schwan’s Food Manufacturing, Inc., a Minnesota corporation (“Subsidiary”). Subsidiary is the surviving corporation. Parent owns 100 percent of the outstanding shares of Subsidiary. 2. The merger will be effective at 11:59 p.m. on December 31, 2002. os Upon the effective time of the merger, Subsidiary shall assume all of Parent’s obligations pursuant to Section 1110 of the California Corporations Code and applicable provisions of the Minnesota Business Corporation Act. 4. Upon the effective time of the merger, all outstanding shares of each class and series of stock of Subsidiary shall be cancelled and no shares of Parent shall be issued in lieu thereof. 5: Schwan’'s Sales Enterprises, Inc., a Minnesota corporation, which will be renamed “Schwan’s Home Service, Inc.” prior to the merger (“Home Service”), owns 100 percent of the outstanding shares of Parent (the “Parent Shares”). Upon the effective time of the merger, all outstanding shares of Parent shall be converted into one share of common stock and the right to receive one share of non-voting preferred stock of Subsidiary having a fixed, cumulative dividend of 5 percent per annum (compounded annually) and otherwise having the terms set forth in the bylaws of Subsidiary. Promptly after its determination of the fair market value of the Parent Shares in accordance with Section 2.2 of the bylaws of Subsidiary, the board of directors of Subsidiary shall adopt a resolution establishing the preferred stock and shall duly file the resolution with the Secretary of State of Minnesota. After the resolution has been so filed, the shares of common stock and preferred stock of Subsidiary shall be issued to Home Service on surrender of any certificates for shares of Parent. 6. No amendments to the articles of Subsidiary will be part of the merger. 7. This plan of merger shall be approved by the boards of directors of Parent and Subsidiary, and by Parent's shareholder, as required by the Minnesota Business Corporation Act and the California Corporations Code. For greater clarity, (i) the last paragraph of subdivision 1 of Section 302A.621 of the Minnesota Business Corporation Act does not require approval of the WO 1539883 merger by Parent’s shareholder, because Parent is not a Minnesota corporation, and (11) Section 1110(c) of the California Corporations Code requires approval of the merger by Subsidiary’s board of directors, because Subsidiary survives, and by Parent’s shareholder, because Home Service reccives shares having different rights, preferences, privileges and restrictions than those surrendered. STATE OF Mik De. DEPARTMENT CF S721 FILED fi a bs bew L- . @ 4 Pane ti C & WQ 153988.3 Secretary |‘ tat ARTICLES OF INCORPORATION OF SCHWAN’S FOOD MANUFACTURING, INC. To form a corporation pursuant to the Minnesota Business Corporation Act, the undersigned, an individual 18 years of age or older, adopts the following articles of incorporation: oe l. Name. The name of the corporation is Schwan’s Food Manufacturing, Inc. (the “Corporation”). 2. Registered Office and Registered Agent. The address of the registered office of fo the Corporation in Minnesota is CT Corporation System, Inc., 405 Second Avenue South, Minneapolis, Minnesota 55401. The name of the registered agent of the Corporation at that address is CT Corporation. 3. Capital Stock. (a) Authorized Shares. The aggregate number of shares that the Corporation LO is authorized to issue is 200, of which 100 shares shall be Common Stock, par value $0.01 per share, and 100 shares shall be Preferred Stock, par value $0.01 per share. (b) Common Stock. No dividend shall be paid on the Common Stock. The Common Stock shall be issued to, held by or transferred to only such persons as are eligible for membership in the Corporation according to the requirements for membership prescribed in the Corporation’s Bylaws. Each share of Common Stock shal] be entitled to one vote on each matter voted on at a shareholders’ meeting; provided, however, that no person may own more than one share of Common Stock. The Corporation shall have the right to redeem Common Stock on the terms and subject to the conditions set forth in the Corporation’s Bylaws. (c) Preferred Stock. The Board of Directors of the Corporation may, from time to time, issue Preferred Stock in one or more series, with variations as may be determined by the Board of Directors prior to the issuance thereof, and may reclassify any of the authorized but unissued Preferred Stock of a particular series as shares, or additional shares, of any other series, whether then or theretofore created (except any series as to which it shall have been otherwise provided at the time of creating such series), as to (i) the distinctive serial designations; (ii) the rate or rates, which may be fixed or otherwise, of cumulative, non-cumulative or partially cumulative dividends thercon (provided, however, the dividend rate that the Preferred Stock of any series shall be entitled to receive shall not exceed the maximum dividend rate permitted by law), (iii) the times of payment of dividends; (iv) the redemption price, if any, and the premium payable thereon, if any; (v) the preference payable on liquidation or dissolution or winding up of the Corporation; and (vi) such other designations, preferences, and relative, participating, optional or other special rights, and qualifications, limitations or restrictions as shall be stated in the Corporation’s Articles of Incorporation, or in the resolutions adopted by the Corporation’s Board of Directors for the issuance of such Preferred Stock; provided, however, that all shares of Preferred Stock shall be non-voting (except as otherwise required by applicable law), shall be of equal rank and shall be identical in all other respects, except in respect of the particulars that may be fixed by the Board of Directors, as hereinabove provided; and all shares of each series shall be identical. 4. No Cumulative Voting. There shall be no cumulative voting by the shareholders of the Corporation. 5. No Preemptive Rights. The shareholders of the Corporation shall not have any preemptive rights as defined in the Minnesota Business Corporation Act. 6. Limitation of Directors’ Liability. To the fullest extent permitted by the Minnesota Business Corporation Act as the samc exists or may hereafter be amended, a director of the Corporation shall not be personally liable to the Corporation or its shareholders for monetary damages for breach of fiduciary duty as a director. Neither the amendment, modification or repeal of this Article nor the adoption of any provision in these Articles of Incorporation inconsistent with this Article shall adversely affect any right or protection of a director or officer of he Corporation with respect to any act or omission that occurred prior to the time of such amendment, modification, repeal or adoption. 7. Incorporator. The name and address of the incorporator are Sara Gross Methner, c/o Dorsey & Whitney LLP, 50 South Sixth Street, Minneapolis, Minnesota 55402. 8. Directors. The name of the initial director of the Corporation is Brian Sattler. Dated: December 19, 2002 O Ln. Saf Grods Methner STATE OF MINNESOTA DEPARTMENT OF STATE FILED DEC 19 2002 2 Filary ti ffragn) Secretary of State cxate of Minnes, ty SECRETARY OF STATE CERTIFICATE OF INCORPORATION I, Mary Kiffmeyer, Secretary of State of Minnesota, do certify that: Articles of Incorporation, duly signed and acknowledged under oath, have been filed on this date in the Office of the Secretary of State, for the incorporation of the following corporation, under and in accordance with the provisions of the chapter of Minnesota Statutes listed below. This corporation is now legally organized under the laws of Minnesota. Corporate Name: Schwan's Food Manufacturing, Inc. Corporate Charter Number: 12L-841 Chapter Formed Under: 302A This certificate has been issued on 12/19/2002. EXHIBIT B BYLAWS 600596 .20210\CLOSING DOCUMENTS EXHIBIT B BYLAWS 600596 .20210\CLOSING DOCUMENTS SCHWAN’S GLOBAL SUPPLY CHAIN, INC. AMENDED AND RESTATED BYLAWS JANUARY 1, 2011 | SCHWAN’S GLOBAL SUPPLY CHAIN, INC. AMENDED AND RESTATED BYLAWS JANUARY 1, 2011 | Table of Contents Page ARTICLE 1. SHAREHOLDER MEETINGS o.....-.scssscssssssssessossseessesssesssessssseassacesteceseceseececeseecccee. 1 LL Regular Meetings... ....csccecesssssessessesssesesscsecsccsneacensestseesursssesssurssusevsissassisestesteceeccecee, 1 1.2 Special Meetings... essecssessesssessescsecsesussssssscassusssuecsrsrsenesavaresssssisesssssssssatesesseseee 1 1.3) Quorum, Adjourned Meetings ..00.......cccecssccsssssescssesscssesessessssussteresensssatersssssseccescesceeesees 1 PA VOR g oe eesesecsessesesecsssececseseseesssssssscsussseevscsvasessssassvsessrsessrsessecesssassevsstepevsestestensescecececees 2 1.5 Record Date oo... ceeeescscssssessessssssesseesesvsvsscavsssesssesessucatsnestsascacsssrassusssarsssencsecceseceeses 2 1.6 = Notice of Meetings... cssecsecssscsesseecnsssessesseaseasesssssecssesssesaresessucssessessicstssssssiteseseeeees 2 1.7 — Waiver of Notice .......c.ccccccccscccsscsescsssssesteseevssscsusscavassassssssssnisssssssssavasersivasstssvessesseecceces. 2 1.8 Written ACtin ........scscsssesscsssscssssseccssscscsevsescesessussseasatstersrstussasausisssessseseseevesecesececeecceces 2 1.9 — Chairperson; Secretary... cececcessseesssescsvssesesesssssseceresssssvesesecarsssssaesssetsssnceenseaavans 3 1.10 Rules of Conduct... .cccssscsssssssssssssccceceesevscescesvsesssssvasasesssssssacavsssavssvarasecsesseseseceeceecees 3 ARTICLE 2. DIRECTORS ..00.....cccscecssssssssesescscnsssessseccecsevocscersusseasassaruvasassvessssusesssssecsteusvevecseseseees 3 2.1 Number, Qualification and Term of OfffCe ...........cccccccssssseccsecescecscescecsssseccssecscessusoveasees 3 2.2 Board Meetings... cccecssssssscessceccseccccssesesesesesscseseesesevaeessenesssscucevevaussevaseceeacseaeensuenes 3 2.3 Calling Meetings; Notice ..0........:cccsccsssssessscsceseessssssssecsssssvecsevsecacsseatcnsensvsssecsusensessseeeres 3 2.4 Waiver Of Notice... ceccescccecsesscssesscscecsssessssseeseesecesvesscesasstensesseaceseceravesecs er 4 25 QUOTUIM oo. eee eceseeeceneseeeseescescsssaeescassesenesseasseecsevssscasassustessssauscsesvavsenseasaeasaeaenesesnenes 4 2.6 Conference Commumications.....ccccccccccscscscccscsscscsssssesssecessesssecsceeceescesscsscesseseesensenses 4 2.7 Vacancies; Newly Created Directorships ...........ccccccssssscssssscssecssescsceseccscsseasseseveveesenarerse 4 2.8 ReiOValI .......sccscscssssssesscvecnessesosssesssssscsensesstoscassaasstanososnsoacerscetsassavascassncansasaucvenceueseaass 4 29 COMMICES oo... cee ceeseenccenseccesscensceccansecevsvseceetsaersaavecssesecerstseceseavacsasceesevstersunserseeneans 5 2.10 Acct of the Board..........ceccscessssssssescsssvscsssssessscsssssssscascescecassssvessusceseseeesssessacetsesunsantensesses 5 2.11 Written Action oo... .cccccscscncesssccsscessescnevscsseecsnscocevsceasavenseeesssiaeseaeceatenseneesresesersasenseees 5 212 COMpensation 0.0... cccccsseceeesecressatseecsnsessceesssesesseessesesestvassasdceuseasaeseessceeesescensavarensets 5 2.13 Chairperson and Vice Chairperson of the Board ...........cccccssesssesssessssrsessscesssasssssenaes 5 ARTICLE 3. OFFICERS ..........cccccsccsesccesssscscssssneasscsceascessscisscaecaccsasersussacseesscstessnecererarsesececesecececees 5 3.1 Offices Created; Qualifications; Election ................csccsscsssserssseveccecescesseseserssvensersscesseecs 5 3.2 Term Of OFff CE occ cccceccsscsscscecccetessseatssnscnscsssusvesevensssstessscesssscseesaseurevessenesssessassassecaues 5 3.3 Removal of Off CerS.............c.cccccccecssecsensseceeseseecevensenscssee seassaesausaassaceavesecsscesensaecaneess 6 BA = RESIQMATION oo. ec eceeecseesenseescsescscesenesscsesussssaevacansessesessssasesssacsevscsceesussassssacsesseacensucnes 6 3.5 VACATICIOS 02... ec ccesscessensceenessrevesavsssecesenscecsecsvcsssensvaceusaessee seuevseesesassenessascassecsecsavseueserses 6 3.6 COMPENSATION oo... eesececceeceeeseeeceesseststeenesesstsesesaesenenseassenssarcavseeceessessavsuseuaesuarataeacens 6 3.7 POWETS 00... eescececcecsesrerscensesnssessscssvensuesssesssucsessessse seca senevseeraeevaevansaasesssassensessseaesenansesecsese 6 3.8 Chief Executive Officer 0.0... ccccccssccssssesscssscesecscvessaressessvaceaceseeusrscsatesesssessceucasveeeees 6 3.9 Chief Financial Offer 0.00... eeeesessscssececsessseseccesseacesestonsucescaseucaucasessevsessuensesersaceersese 6 BLO Treasurer oo... ceccccccesseessessevestseesereuseesessusssansaussassnespasesasavssesaessesasussesaacessssuesassececesessese 7 BL Secretary oo... cece eecsecsscesesceseencsesscaeccceseseeseessessessvavsessssesvavsseacsesavsensssscsssstenaetsadaesacese 7 il ARTICLE 4. CAPITAL STOCK CRO R ARTE me ree wee ease rant Ea eet aen ou De ees rem n a ean EO EOD REDO EER aD RUG ERE ORS neta mn mene steed bheanawar 4.1 Stock Certificates... eecsscsssssesesessvessssssscssscssnsssnssusessassssusestissssssitssecsspessesesecseeeecccseen 4.2 Transfer of Shares oo... sessesssssssscssessecsssssssssonssssessessussseearacsussserasssascssesstesisesescessesecececce 4.3 Lost or Destroyed Certificates ..........c0cccccccossssessessessseessesssessestessessssessecsasesusseeeeesecescseec. ARTICLE 5. LOANS, GUARANTEES, SURETYSHIP o0.....ccccceccsscssscsssesesssesccscceccssesteceseeseeeccccces ARTICLE 6. INDEMNIFICATION....0.....:cccsscssssssessssscsscssessessessessessestsssssesassassssssssavasssisssssssscesecees ARTICLE 7. GENERAL PROVISIONS ........ccscsssssscssssssssssssceresesesecsessasacstensssessssvessausstseseccecsesees 7.1 Share Register ........ccssccsssssssesesescseeescssrsessvassesssscsesessssssvevsvsvacavausucecssacsceraesussvsaueesepuvevens 7.2 Other Books and Records .0.0......cscsessessescscscsessccsessecsscsuscesesesesesaneatasseasserssacsessceseeeeve FB Fiscal Year se. ec eeecssccsesesesecsssesessnsvscevsssecsesyeucavavseresevevsusavasseasassseesssavsssscasesavanenes 7A — Corporate Seal... ccscccsssesesssssscscseceenesvevssssssvsssessessssaessssesscevevevasvsaussassssessvaceeesevaseees 7.5 Record Date for Distributions ..............ccccccccesssesessescesesssscsceccscstscseatssacsesescsesesssusneseecenses 7.6 Amendment Of Bylaws ..........cccccssssssccscsssescenscevscnesssessessscesesssssecsencssnssscacecsesesseseeseaesens 7.7 Voting Stock of Other Organizations ..............ccccsccsesssncesessecsecescssscsssessassesesesvenseseseseress ill BYLAWS OF SCHWAN’S GLOBAL SUPPLY CHAIN, INC. A MINNESOTA CORPORATION (Adopted by the Board of Directors on January 1, 2011) Article 1, Shareholder Meetings 1.1] Regular Meetings. Regular meetings of the shareholders may be held on an annual or other less frequent basis but need not be held unless required by the Minnesota Business Corporation Act. Except as provided otherwise by the Minnesota Business Corporation Act, regular meetings of the shareholders shall be held at such place, within or without the state of Minnesota, on such date and at such time as the board of directors may determine. At each regular meeting of shareholders, the shareholders shall elect qualified successors for directors who serve for an indefinite term or whose terms have expired or are due to expire within six months after the date of the meeting and shall transact such other business as may properly come before them. 1.2 Special Meetings. Special meetings of the shareholders may be called for any purpose or purposes at any time by the board of directors, the chief executive officer or any other person specifically authorized under the Minnesota Business Corporation Act to call special meetings. Except as provided otherwise by the Minnesota Business Corporation Act, special meetings of the shareholders shall be held at such place, within or without the state of Minnesota, on such date and at such time as the person calling such meeting may determine. The business transacted at a special meeting shall be limited to the purpose or purposes stated in the notice of the meeting. 1.3 Quorum, Adjourned Meetings. The holders of a majority of the voting power of the shares entitled to vote at the meeting shall constitute a quorum for the transaction of business at any regular or special meeting, Whether or not a quorum is present at a meeting, the chairperson of the meeting may adjourn the meeting from time to time without notice other than announcement at the time of adjournment of the date, time and place of the adjourned meeting. At adjourned meetings at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally noticed. If a quorum is present when a duly called or held meeting is convened, the shareholders present may continue to transact business until adjournment even though the withdrawal of a number of shareholders originally present Icaves less than the proportion otherwise required for a quorum. 1.4 Voting. At each meeting of the shareholders every shareholder having the right to vote shall be entitled to vote either in person or by proxy. Unless otherwise provided in the articles of incorporation, a shareholder shall have one vote for each share held. Except for the election of directors, which is governed by the paragraph below, the shareholders shall take action by the affirmative vote of the holders of the greater of (i) a majority of the voting power of the shares present and entitled to vote on that item of business or (ii) a majority of the voting power of the minimum number of the shares entitled to vote that would constitute a quorum for the transaction of business at the meeting, except to the extent that the articles of incorporation or the Minnesota Business Corporation Act may require a larger proportion or number of shares. Unless otherwise provided in the articles of incorporation, directors are elected by a plurality of the voting power of the shares present and entitled to vote on the election of directors at a meeting at which a quorum is present. 15 Record Date. The board of directors may fix, or authorize an officer to fix, a date, not more than 60 days before the date of any meeting of shareholders, as a record date for the determination of the shareholders entitled to notice of, and entitled to vote at, such meeting, notwithstanding any transfer of shares on the books of the corporation after any record date so fixed. 1.6 Notice of Meetings. Notice of all meetings of shareholders shall be given to each holder of shares entitled to vote at the meeting, except as otherwise provided in Section 0 with respect to an adjourned meeting and as otherwise provided by the Minnesota Business Corporation Act or the articles of the corporation. Such notice shall be given at least five days before the date of the meeting and shall contain the date, time and place of the meeting (or, if determined by the Board of Directors, the means of any remote communication to be used, or permitted to be used, for the meeting). Every notice of any special meeting shall state the purpose or purposes for which the meeting has been called, and the business transacted at all special meetings shall be confined to the purposes stated in the notice. 1.7 (Waiver of Notice. Notice of any meeting may be waived by any sharcholder either before, at or after such meeting, and either orally or in a writing signed by such shareholder or a representative entitled to vote the shares of such shareholder. Attendance by a shareholder at a meeting is a waiver of notice of such meeting, except where the shareholder objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened, or objects before a vote on an item of business because the item may not lawfully be considered at that meeting and does not participate in the consideration of the item at that meeting. 1.8 Written Action. Any action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting by written action in the manner provided for in the articles of incorporation. The written action is effective when it has been signed, or consented to by authenticated electronic communication, by the required shareholders, unless a different effective time is provided in the written actions. When written action is permitted to be taken by less than all shareholders, shareholders must be notified of such action in accordance with the Minnesota Business Corporation Act. 1.9 Chairperson; Secretary. The following people shall preside over any meeting of the shareholders: the chairperson of the board of directors, if any, or, in the chairperson’s absence, the vice chairperson of the board of directors, if any, or in the vice chairperson’s absence, the chief executive officer, or, in the absence of all of the foregoing persons, a chairperson designated by the board of directors, or, in the absence of a chairperson designated by the board of directors, a chairperson chosen by the shareholders at the meeting. In the absence of the secretary and any assistant secretary, the chairperson of the meeting may appoint any person to act as secretary of the meeting. 1.10 Rules of Conduct. The board of directors may adopt such rules, regulations and procedures for the conduct of any meeting of the shareholders as it deems appropriate. Except to the extent inconsistent with any applicable rules, regulations or procedures adopted by the board of directors, the chairperson of any meeting may adopt such rules, regulations and procedures for the meeting, and take such actions with respect to the conduct of the meeting, as the chairperson of the meeting deems appropriate. The rules, regulations and procedures adopted may include, without limitation, ones that (i) establish an agenda or order of business, (ii) are intended to maintain order and safety at the meeting, (iii) restrict entry to the meeting after the time fixed for its commencement and (iv) limit the time allotted to shareholder questions or comments. Unless otherwise determined by the board of directors or the chairperson of the meeting, meetings of the shareholders need not be held in accordance with the rules of parliamentary procedure. Article 2. Directors 2.1 Number, Qualification and Term of Office. The number of directors of the corporation shall be determined from time to time by the board of directors. A director must be a natural person and need not be a sharcholder. Each of the directors shall hold office until the regular meeting of shareholders next held after such director’s election and until such director’s successor shall have been elected and shall qualify, or until the earlier death, resignation, removal or disqualification of such director. 2.2 Board Meetings. Meetings of the board of directors may be held from time to time at such time and place within or without the state of Minnesota or by any means permitted by the Minnesota Business Corporation Act, as may be designated in the notice of such meeting. 2.3 Calling Meetings; Notice. Meetings of the board of directors may be called by any director by giving notice (i) in person or by telephone to the director at least 24 hours in advance of the meeting, (ii) by personally delivering written notice to the director’s Jast known business or home address at Icast 48 hours in advance of the meeting, (iii) by delivering an electronic transmission (including, without limitation, via telefacsimile or electronic mail) to the director’s last known number or address for receiving electronic transmissions of that type at least 48 hours in advance of the meeting, (iv) by depositing written notice with a reputable delivery service or overnight carrier addressed to the director’s last known business or home address for delivery to that address no later than the business day preceding the date of the meeting or (v) by depositing written notice in the U.S. mail, postage prepaid, addressed to the director’s last known business or home address no later than the third business day preceding the date of the meeting. If the date, time and place of a meeting of the board of directors has been announced at a previous meeting of the board, no notice is required. Notice of an adjourned meeting of the board of directors need not be given other than by announcement at the meeting at which adjournment is taken. 2.4 Waiver of Notice. Notice of any meeting of the board of directors may be waived by any director either before, at or after such meeting orally or in a writing signed by such director. Attendance by a director at a meeting of the board of directors is a waiver of notice of such meeting, except where the director objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened and does not participate thereafter in the meeting. 2.5 Quorum. A majority of the directors holding office immediately prior to a meeting of the board of directors shali constitute a quorum for the transaction of business at such meeting. In the absence of a quorum, a majority of the directors present may adjourn a meeting from time to time until a quorum is present. If a quorum is present when a duly called or held meeting is convened, the directors present may continue to transact business until adjournment, even though the withdrawal of a number of directors originally present leaves less than the proportion or number otherwise required for a quorum. 2.6 Remote Communications. Any or all directors may participate in any meeting of the board of directors by any means of remote communication through which the directors may participate with each other during such meeting, and such participation constitutes presence in person at the meeting. 2.7. ~+Vacancies; Newly Created Directorships. Vacancies on the board of directors by reason of death, resignation, removal or disqualification may be filled until a qualified successor is elected by the shareholders at the next regular or special meeting of the shareholders by a majority of the remaining directors even though less than a quorum. Vacancies on the board of directors resulting from newly created directorships may be filled by the affirmative vote of a majority of directors serving at the time of such increase. Each such director appointed to fill a vacancy shall hold office for the term to which such director was appointed and until such director’s successor shall have been elected and qualified, or until the earlier death, resignation, removal or disqualification of such director. 2.8 Removal. A director may be removed at any time, with or without cause, by the affirmative vote of the shareholders holding a majority of the shares entitled to vote at an election of directors. A director named by the board of directors to fill a vacancy may be removed from office at any time, with or without cause, by the affirmative vote of the remaining directors if the shareholders have not elected such director to the board in the interim between the time of the appointment to fill such vacancy and the time of the removal. New directors may be elected at a meeting at which directors are removed. 2.9 Committees. A resolution approved by the affirmative vote of a majority of the board of directors may establish committees having the authority of the board to the extent provided in the resolution. A committee shall consist of one or more natural persons, who need not be directors, appointed by affirmative vote of a majority of the directors present. Committees other than special litigation committees and committees formed pursuant to Section 673, Subd. 1(d), of the Minnesota Business Corporation Act are subject at all time to the direction and control of, and vacancies in the membership thereof shall be filled by, the board of directors. A majority of the members of the committee present at a meeting is a quorum for the transaction of business, unless a larger or smaller proportion or number is provided in the resolution establishing the committee. Sections 2.2 to 2.6, 2.10 and 2.11 hereof shall apply to committees and members of committees to the same extent as those sections apply to the board of directors and the directors of the corporation. 2.10 Act of the Board. The board shall take action by the affirmative vote of the holders of the greater of (i) a majority of the directors present at a duly held meeting at the time the action is taken, or (ii) a majority of the minimum proportion or number of directors that would constitute a quorum for the transaction of business at the meeting, except to the extent that the articles of incorporation or the Minnesota Business Corporation Act may require a larger proportion or number. 2.11 Written Action. An action required or permitted to be taken at a meeting of the board of directors may be taken by written action in the manner provided for in the articles of incorporation. 2.12 Compensation. The board of directors shall from time to time determine the amount and type of compensation to be paid to directors for their service on the board of directors and its committees. 2.13 Chairperson and Vice Chairperson of the Board. The board of directors may elect from its members a chairperson of the board and a vice chairperson. If a chairperson has been elected and is present, the chairperson shall preside at all meetings of the board of directors and the shareholders, The chairperson shall have such other powers and perform such other duties as the board of directors may designate. If the board of directors elects a vice chairperson, the vice chairperson shall, in the absence or disability of the chairperson, perform the duties and exercise the powers of the chairperson and have such other powers and perform such other duties as the board of directors may designate. Article 3. Officers 3.1 Offices Created; Qualifications; Election. The corporation shall have a chief executive officer, a chief financial officer and such other officers, if any, as the board of directors from time to time may elect. Any number of offices or functions of those offices may be held or exercised by the same person. The board of directors may elect officers at any time. 3.2 Term of Office. Each officer shall hold office until his or her successor has been elected, unless a different term is specified in the resolution electing the officer, or until his or her earlier death, resignation or removal. 3.3. Removal of Officers. Any officer may be removed from office at any time, with or without cause, by the board of directors. 3.4 Resignation. An officer may resign at any time by giving written notice to the corporation. A resignation will be effective upon its receipt by the corporation unless the resignation specifies that it is to be effective at some later time or upon the occurrence of some specified later event. 3.5 Vacancies. A vacancy in any office may, or in the case of a vacancy in the office of chief executive officer or chief financial officer shall, be filled by the board of directors. 3.6 Compensation. Officers shall receive such amounts and types of compensation for their services as shal] be fixed by the board of directors. 3.7 Powers. Unless otherwise specified by the board of directors, each officer shall have those powers and shall perform those duties that are (i) set forth in these bylaws (if any are so set forth), (ii) set forth in the resolution of the board of directors electing that officer or any subsequent resolution of the board of directors with respect to that officer’s duties or (iii) commonly incident to the office held. An officer elected or appointed by the board of directors may, without the approval of the board, delegate some or all of the duties and powers of an office to other persons. 3.8 Chief Executive Officer. The chief executive officer shall have general active management of the business of the corporation. In the absence of the chairperson of the board, if any, the chief executive officer shall preside at all meetings of the shareholders and directors. The chief executive officer shall see that all orders and resolutions of the board of directors are carried into effect. The chief executive officer shall execute and deliver, in the name of the corporation, any deeds, mortgages, bonds, contracts or other instruments pertaining to the business of the corporation unless the authority to execute and deliver is required by law to be exercised by another person or is expressly delegated by the articles or bylaws or by the board of directors to some other officer or agent of the corporation. The chief executive officer shall maintain records of and, whenever necessary, certify all proceedings of the board of directors and the shareholders, and in general, shal) perform all duties usually incident to the office of the president. The chief executive officer shall have such other duties as may, from time to time, be prescribed by the board of directors. 3.9 Chief Financial Officer. The chief financial officer shall keep accurate financial records for the corporation. The chief financial officer shall deposit all moneys, drafts and checks in the name of, and to the credit of, the corporation in such banks and depositories as the board of directors shall, from time to time, designate. The chief financial officer shall have power to endorse for deposit, all notes, checks and drafts received by the corporation. The chief financial officer shal] disburse the funds of the corporation, as ordered by the board of directors, making proper vouchers therefore. The chief financial officer shall render to the chief executive officer and the directors, whenever requested, an account of all transactions entered into as chief financial officer and of the financial condition of the corporation, and shall perform such other duties as may, from time to time, be prescribed by the board of directors or by the chicf executive officer. 3.10 Treasurer. The treasurer, if any, shall be subject to the direction and control of the board of directors, the chief executive officer and the chief financial officer, and shall have such powers and duties as the board of directors, the chief executive officer or the chief financial officer may assign to the treasurer. 3.11 Secretary. The secretary, if any, shall be subject to the direction and control of the board of directors, the chief executive officer and the chief financial officer, and shall have such powers and duties as the board of directors, the chief executive officer or the chief financial officer may assign to the secretary. Article 4. Capital Stock 4.1 Stock Certificates. The shares of the corporation may be either certificated shares or uncertificated shares or a combination thereof. A resolution approved by a majority of the directors may provide that some or all of any or all classes and series of the shares of the corporation will be uncertificated shares. Each holder of duly issued certificated shares of the corporation shall be entitled to a certificate for such shares, to be in such form as shall be prescribed by law and adopted by the board of directors. Certificates for such shares shall be numbered in the order in which they shall be issued and shall be signed, in the name of the corporation, by the president, the secretary or any assistant secretary, if there be one, or by such officers as the board of directors may designate. Ifa certificate is signed by a transfer agent or registrar, the signature of any such officer of the corporation may be a facsimile signature. If a person signs or has a facsimile signature placed upon a certificate while an officer, transfer agent or registrar of the corporation, the certificate may be issued by the corporation even if the person has ceased to serve in that capacity before the certificate is issued, with the same effect as if the person had that capacity at the date of its issue. Every certificate surrendered to the corporation or its transfer agent for exchange or transfer shall be canceled, and no new certificate or certificates shall be issued in exchange for any existing certificate until such existing certificate shall have been so canceled, except in cases provided for in Section 4.3. 4.2 Transfer of Shares. The transfer of shares on the stock transfer books of the corporation may be authorized only by the shareholder of record thereof, or by such shareholder’s legal representative, who shall furnish proper evidence of authority to transfer, or by such shareholder’s duly authorized attomey-in-fact, and, in the case of certificated shares, upon surrender of the certificate or the certificates for such shares to the corporation or its transfer agent duly endorsed. The corporation may treat as the exclusive owner of shares of the corporation for all purposes, the person or persons in whose name shares are registered on the books of the corporation. 4.3 Lost or Destroyed Certificates. Any shareholder claiming a certificate for shares to be lost, stolen or destroyed shall make an affidavit of that fact in such form as the board of directors shall require and shall, if the board of directors so requires, give the corporation a bond of indemnity in form, in an amount, and with one or more sureties satisfactory to the board of directors, to indemnify the corporation against any claim which may be made against it on account of the reissue of such certificate, whereupon a new certificate may be issued in the same tenor and for the same number of shares as the one alleged to have been lost, stolen or destroyed. Article 5. Loans, Guarantees, Suretyship The corporation may lend money to, guarantee an obligation of, become a surety for or otherwise financially assist any person if the transaction, or a class of transactions to which the transaction belongs, has been approved by the affirmative vote of a majority of the directors present at a duly called meeting, and (i) is in the usual and regular course of business of the corporation; (ii) is with, or for the benefit of, a related organization, an organization in which the corporation has a financial interest, an organization with which the corporation has a business relationship, or an organization to which the corporation has the power to make donations, any of which relationships constitute consideration sufficient to make the loan/guarantee, suretyship, or other financial assistance so approved enforceable against the corporation; (iii) is with, or for the benefit of, an officer or other employee of the corporation or a subsidiary, including an officer or employee who is a director of the corporation or a subsidiary, and may reasonably be expected, in the judgment of the board, to benefit the corporation; or (iv) whether or not any separate consideration has been paid or promised to the corporation, has been approved by (a) the holders of two-thirds of the voting power of the shares entitled to vote which are owned by persons other than the interested person or persons, or (b) the unanimous affirmative vote of the holders of all outstanding shares, whether or not entitled to vote. Such loan, guarantee, surety contract or other financial assistance may be with or without interest, and may be unsecured, or may be secured in the manner as a majority of the directors present approve, including, without limitation, a pledge of or other security interest in shares of the corporation. Article 6. Indemnification The corporation shall indemnify all officers and directors of the corporation, for such expenses and liabilities, in such manner, under such circumstances and to such extent as required or permitted by the Minnesota Business Corporation Act, as now enacted or hereafter amended. Unless otherwise approved by the board of directors, the corporation shall not indemnify any employee of the corporation who is not otherwise entitled to indemnification pursuant to this bylaw. The board of directors may authorize the purchase and maintenance of insurance or the execution of individual agreements for the purpose of such indemnification, and the corporation shall advance all reasonable costs and expenses (including attorneys’ fees) incurred in defending any action, suit or proceeding to all persons entitled to indemnification under this bylaw, all in the manner, under the circumstances and to the extent required or permitted by the Minnesota Business Corporation Act, as now enacted or hereafter amended. Article 7. General Provisions 7.1 Share Register. The corporation shall keep at its principal executive office, or at another place or places within the United States determined by the board of directors: (i) a share register not more than one year old, containing the names and addresses of the shareholders and the number and classes of shares held by each shareholder and (ii) a record of the dates on which certificates or transaction statements representing uncertificated shares were issued. 7.2 Other Books and Records. The corporation shall keep at its principal executive office, or, if its principal executive office is not in Minnesota, shall make available at its Minnesota registered office within 10 days after receipt by an officer of the corporation of a written demand for them made by a shareholder, beneficial owner or a holder of a voting trust certificate, originals or copies of the books and records required to be kept and made available under Section 461 of the Minnesota Business Corporation Act, or any successor provision thereto. 7.3 Fiscal Year. The fiscal year of the corporation shall be fixed by resolution of the board of directors. 7.4 Corporate Seal. The corporation shall have no seal. 7.5 Record Date for Distributions. The board of directors may fix a date preceding the date fixed for the payment of any distribution as the record date for the determination of the shareholders entitled to receive payment of the distribution and, in such case, Only shareholders of record on the date so fixed shall be entitled to receive payment of such distribution notwithstanding any transfer of shares on the books of the corporation after the record date. 7.6 Amendment of Bylaws. These bylaws may be amended or repealed by the board of directors. Such authority of the board of directors is subject to the power of the shareholders, exercisable in the manner provided in the Minnesota Business Corporation Act to adopt, amend or repeal bylaws adopted, amended or repealed by the board of directors. After the adoption of the initial bylaws, the board of directors shall not adopt, amend or repeal a bylaw fixing a quorum for meetings of shareholders, prescribing procedures for removing directors or filling vacancies in the board of directors or fixing the number of directors or their classifications, qualifications or terms of office, except that the board of directors may adopt or amend any bylaw to increase the number of directors. 7.7 Voting Stock of Other Organizations. Except as the board of directors may otherwise designate, cach of the chief executive officer and the chief financial officer may waive notice of, and act as, or appoint any person or persons to act as, proxy or attorney-in-fact for the corporation (with power of substitution) at any meeting of the shareholders, members or other owners of any other corporation or organization the securities or ownership interests of which are owned by the corporation. EXHIBIT C CORPORATE RESOLUTION 600596.20210\CLOSING DOCUMENTS EXHIBIT C CORPORATE RESOLUTION 600596.20210\CLOSING DOCUMENTS CORPORATE RESOLUTION BE IT RESOLVED BY THE BOARD OF DIRECTORS OF SFC GLOBAL SUPPLY CHAIN, INC., A MINNESOTA CORPORATION, that this company shall enter into agreements with the City of Salina, Kansas (the “Issuer’’) for the issuance of its Taxable Industrial Revenue Bonds, Series 2022 (SFC Global Supply Chain Project) in the aggregate principal amount of $270,000,000 (the “Bonds”) for the purpose of paying the costs of the acquisition, construction 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 Security Bank of Kansas City (the “Trustee’’); and further BE IT RESOLVED, that this company shall execute, enter into and perform a 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 Project Lease (the "Project Lease") between the 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 Bond Purchase Agreement (the "Bond Purchase Agreement") between this company and the Issuer, relating to the sale and purchase of the Bonds; and further BE IT RESOLVED, that the officers of this company be and are hereby authorized and directed to execute and deliver the Site Lease, Project Lease and 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 officers of this company be and are 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 officers 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] 600596.20210\CLOSING DOCUMENTS CERTIFICATE I, the undersigned secretary of SFC Global Supply Chain, Inc., hereby certify that the foregoing Resolutions are hereby lawfully adopted by the Board of Djygctors of SFC Global Supply Chain, Inc. and the same are presently in full force and effect as ofthe ()/ day of October, 2022. SFC GLOBAL SUPPLY CHAIN, INC. By< Names Scat ay Title: seoatan] 600596.20210\CLOSING DOCUMENTS Sources of Funds: Principal Amount of the Bonds Total Uses of Funds: Land Acquisition Building Improvements Total 600596.20210\CLOSING DOCUMENTS EXHIBIT D SOURCES AND USES OF FUNDS $270,000.000.00 $270,000,000.00 $ 877,321.82 $269.122,678.18 $270,000,000.00 EXHIBIT E CERTIFICATES OF GOOD STANDING MINNESOTA AND KANSAS 600596.20210\CLOSING DOCUMENTS EXHIBIT E CERTIFICATES OF GOOD STANDING MINNESOTA AND KANSAS 600596.20210\CLOSING DOCUMENTS Office of the Minnesota Secretary of State Certificate of Good Standing I, Steve Simon, Secretary of State of Minnesota, do certify that: The business entity listed below was filed pursuant to the Minnesota Chapter listed below with the Office of the Secretary of State on the date listed below and that this business entity is registered to do business and is in good standing at the time this certificate is issued. Name: SFC Global Supply Chain, Inc. Date Filed: 12/19/2002 File Number: 12L-841 Minnesota Statutes, Chapter: 302A Home Jurisdiction: Minnesota This certificate has been issued on: 10/10/2022 Steve Simon Secretary of State State of Minnesota 10/10/22, 10:10 AM hitps:/Avww.kansas.gov/bess/flow/main?execution=e2s1 STATE OF KANSAS OFFICE OF SECRETARY OF STATE SCOTT SCHWAB I, SCOTT SCHWAB, Secretary of State of the state of Kansas, do héreby certify, that according to the records of this office. Business Entity ID Number: 3428364 Entity Name: SFC GLOBAL SUPPLY CHAIN, INC. Entity Type: FOREIGN FOR PROFIT State of Organization: MN was filed in this office on February 06, 2003, 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 I execute this certificate and affix the seal of the Secretary of State of the state of Kansas on this day of October 10, 2022 Tye: ) Eire avy Va Aces Sie) SCOTT SCHWAB SECRETARY OF STATE Certificate ID: 1238484 - To verify the validity of this certificate please visit https://www.kansas. gov/bess/flow/validate and enter the certificate [ID number. https:/Awww.kansas.gov/bess/flow/main?execution=e2s1 DATE (MMIDDIYYYY) a 6 ACORD EVIDENCE OF COMMERCIAL PROPERTY INSURANCE anil THIS EVIDENCE OF COMMERCIAL PROPERTY INSURANCE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE ADDITIONAL INTEREST NAMED BELOW. THIS EVIDENCE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS EVIDENCE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE ADDITIONAL INTEREST. DUCER NAME, COMPANY NAME AND ADDRESS NAICNO: 21482 PRODUCER HONE CONTACT PERSON AND ADDRESS | {A/. No, Ext); 646-572-7300 Lockton Companies Factory Mutual Insurance Company 1185 Avenue of the Americas, Suite 2010 New York NY 10036 FAX E-MAIL ING, No}: eee ess: IF MULTIPLE GOMPANIES, COMPLETE SEPARATE FORM FOR EACH CODE: SUB CODE: | POLICY TYPE AGENCY Property | CUSTOMER ID #: _ _ _ _ NAMED INSURED AND ADDRESS SFC Global Supply Chain, Inc. LOAN NUMBER POLICY NUMBER 1123650 Attn: Insurance Services | 1100429 115 West College Drive = — ————— EFFECTIVE DATE EXPIRATION D, Marshall MN 56258 ATE |, CONTINUED UNTIL 6/30/2022 6/30/2023 | TERMINATED IF CHECKED ADDITIONAL NAMED INSURED(S} THIS REPLACES PRIOR EVIDENCE DATED: _ a | PROPERTY INFORMATION (ACORD 101 may be attached if more space is required) [Xi BUILDING OR [Xi BUSINESS PERSONAL PROPERTY LOCATION / DESCRIPTION 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 EVIDENCE OF PROPERTY INSURANCE 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. COVERAGE INFORMATION PERILS INSURED | |pasic_| |sproan |X|speca |_| COMMERCIAL PROPERTY COVERAGE AMOUNT OF INSURANCE: §$ 25,000,000 DED: Various YES] NO | NIA {k}] BUSINESS INCOME _ [XJ] RENTAL VALUE xX If YES, LIMIT: | xX | Actual Loss Sustained; # of months: 12 BLANKET COVERAGE x If YES, indicate value(s) reported on property identified above: $ 25,000,000 TERRORISM COVERAGE x Attach Disclosure Notice / DEC IS THERE A TERRORISM-SPECIFIC EXCLUSION? x |S DOMESTIC TERRORISM EXCLUDED? x _ LIMITED FUNGUS COVERAGE X If YES, LIMIT: Included DED: Various FUNGUS EXCLUSION (if "YES", specify organization's form used) xX REPLACEMENT COST x AGREED VALUE x COINSURANCE x If YES, % EQUIPMENT BREAKDOWN (If Applicable) x lf YES, LIMIT: Included DED: 1,000,000 ORDINANCE OR LAW - Coverage for loss to undamaged portion of bldg | X If YES, LIMIT: Included DED: Various - Demelition Costs x If YES, LIMIT: Included DED: Various - Incr. Cost of Construction xX If YES, LIMIT: Included DED: Various EARTH MOVEMENT (lf Applicable) x If YES, LIMIT: Various DED: Various FLOOD (If Applicable) X if YES, LIMIT: 25,000,000 DED: Various WIND / RAIL INCL YES [JNO _— Subject to Different Provisions: | X lf YES, LIMIT: Included DED: Various NAMED STORM INCL Yes [NO — Subject to Different Provisions: | X If YES, LIMIT: Included DED: Various PERMISSION TO WAIVE SUBROGATION IN FAVOR OF MORTGAGE x HOLDER PRIOR TO LOSS CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. ADDITIONAL INTEREST [D579273] CONTRACT OF SALE LENDER'S LOSS PAYABLE LOSS PAYEE LENDER SERVICING AGENT NAME AND ADDRESS X | MORTGAGEE NAME AND ADDRESS 802175 City of Salina, Kansas 300 W Ash St Salina KS 67401 AUTHOMZED/REPRESHI@RTIVE | "> \f ) { : oe mG) \ . AY rae { Uae ac © 2003-2015 ACORD CORFQRATION. All rights reserved. ACORD 28 (2016/03) The ACORD name and logo are registered marks of ACORD EVIDENCE OF COMMERCIAL PROPERTY INSURANCE-Including Special Conditions (Use only if more space is required) City of Salina, Kansas is included as Mortgagee as required by written contract. ACORD 28 (2016/03) Certificate Holder ID: 802175 Attachment Code: D579273 Master ID: 1123650, Certificate ID: 802175 Schwan's Company Property Insurance Coverage Addendum All Perils Deductible - $1,000,000 except Pasadena, TX and Deer Park, TX - $5,000,000 Sidney, OH / Erie, PA / Fargo, ND - $2,500,000 Earthquake - $1,000,000 except 021/028/591/614/CD5 Tacoma, WA / West Memphis, AR / Milwaukie, OR / Clackamas, OR / British Columbia, Canada— 3% of values insured per location, minimum $1,000,000 Hail - $1,000,000 except Salina, KS - $5,000,000 Stillwell, OK / Marshall, MN - $2,500,000 Wind - $1,000,000 except Tier 1 Wind — 3% of values insured per location, minimum $1,000,000 Tier 2 Wind — 2% of values insured per location, minimum $1,000,000 Flood - $1,000,000 except; Salina, KS / Deer Park, TX / Pottstown, PA / La Porte, TX / West Memphis, AR / Destrehan, LA / South Plainfield, NJ / Miami, FL / Milwaukie, OR - $1,000,000 per Location DATE (MM/DDIYYYY) —~ « ACORD’ _ EVIDENCE OF COMMERCIAL PROPERTY INSURANCE Do THIS EVIDENCE OF COMMERCIAL PROPERTY INSURANCE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE ADDITIONAL INTEREST NAMED BELOW. THIS EVIDENCE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS EVIDENCE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE ADDITIONAL INTEREST. PRODUCER NAME, fale Wo. Ext): 646-572-7300 COMPANY NAME AND ADDRESS | NAIC NO: 21482 CONTACT PERSON AND ADDRESS Lockton Companies Factory Mutual Insurance Company 1185 Avenue of the Americas, Suite 2010 New York NY 10036 FAX E-MAIL FAX nal: EMAL ag: IF MULTIPLE COMPANIES, COMPLETE SEPARATE FORM FOR EACH CODE: : SUB CODE: POLICY TYPE AGENCY Property | CUSTOMER ID #:. NAMED INSURED AND ADDRESS SFC Global Supply Chain, Inc. LOAN NUMBER | POLICY NUMBER 1123650 Attn: Insurance Services 1100429 115 West College Drive D, ° EFFECTIVE DATE EXPIRATI Marshall MN 56258 ideale _—_. CONTINUED UNTIL 6/30/2022 6/30/2023 TERMINATED IF CHECKED ADDITIONAL NAMED INSURED(S) a THIS REPLACES PRIOR EVIDENCE DATED: ; PROPERTY INFORMATION (ACORD 101 may be attached if more space is required) [X] BUILDING OR KI] BUSINESS PERSONAL PROPERTY LOCATION / DESCRIPTION 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 EVIDENCE OF PROPERTY INSURANCE 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. COVERAGE INFORMATION PERILSINSURED | |pasic_ | [Broan |X|specia, |_| COMMERCIAL PROPERTY COVERAGE AMOUNT OF INSURANCE: $ 25,000,000 DED: Various YES} NO | N/A [xX] BUSINESS INCOME = [XJ] RENTAL VALUE xX If YES, LIMIT: [x] Actual Loss Sustained; # of months: 12 BLANKET COVERAGE xX If YES, indicate value(s) reported on property identified above: $ 25,000,000 TERRORISM COVERAGE x Attach Disclosure Notice / DEC IS THERE A TERRORISM-SPECIFIC EXCLUSION? x ~ 1§ DOMESTIC TERRORISM EXCLUDED? x LIMITED FUNGUS COVERAGE x If YES, LIMIT: Included DED: Various FUNGUS EXCLUSION (If "YES", specify organization's form used) x REPLACEMENT COST x AGREED VALUE x COINSURANCE XK If YES, % EQUIPMENT BREAKDOWN (If Applicable) 4 If YES, LIMIT: Included DED: 1,000,000 ORDINANCE OR LAW - Coverage for loss to undamaged portion of bldg xX If YES, LIMIT: Included DED: Various - Demolitian Costs x If YES, LIMIT: Included DED: Yarious - Incr. Cost of Construction x if YES, LIMIT: Included DED: Yarious EARTH MOVEMENT (If Applicable) 4 if YES, LIMIT: Various DED: Various FLOOD (If Applicable) x If YES, LIMIT: 25,000,000 DED: Various WIND / HAIL INCL [FX] VES [JNO — Subject to Different Provisions: | x If YES, LIMIT: Included DED: Various NAMED STORMINCL [X] YES [[} NO _— Subject to Different Provisions: | x If YES, LIMIT: Included DED: Various PERMISSION TO WAIVE SUBROGATION IN FAVOR OF MORTGAGE x HOLDER PRIOR TO LOSS CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. ADDITIONAL INTEREST [579273] CONTRACT OF SALE LENDER'S LOSS PAYABLE LOSS PAYEE LENDER SERVICING AGENT NAME AND ADDRESS X | MORTGAGEE NAME AND ADDRESS 801582 Security Bank 701 Minnesota, Ave. Suite 206 K City KS 66101 ‘ ‘ ansas City auTgneaes REPPESHIAR TIVE / ” mM { j Wie \ \ le A od a - as © 2003-2015 ACORD CORBQRATION. All rights reserved. ACORD 28 (2016/03) The ACORD name and logo are registered marks of ACORD EVIDENCE OF COMMERCIAL PROPERTY INSURANCE-Including Special Conditions (Use only if more space is required) Security Bank is included as Mortgagee as required by written contract. ACORD 28 (2016/03) Certificate Holder ID: 801582 Attachment Code: D579273 Master ID: 1123650, Certificate ID: 801582 Schwan’s Company Property insurance Coverage Addendum Ail Perils Deductible - $1,000,000 except Pasadena, TX and Deer Park, TX - $5,000,000 Sidney, OH / Erie, PA / Fargo, ND - $2,500,000 Earthquake - $1,000,000 except 021/028/591/614/CD5 Tacoma, WA / West Memphis, AR / Milwaukie, OR / Clackamas, OR / British Columbia, Canada— 3% of values insured per location, minimum $1,000,000 Hail - $1,000,000 except Salina, KS - $5,000,000 Stillwell, OK / Marshall, MN - $2,500,000 Wind - $1,000,000 except Tier 1 Wind - 3% of values insured per location, minimum $1,000,000 Tier 2 Wind - 2% of values insured per location, minimum $1,000,000 Flood - $1,000,000 except; Salina, KS / Deer Park, TX / Pottstown, PA / La Porte, TX / West Memphis, AR / Destrehan, LA / South Plainfield, NJ / Miami, FL / Milwaukie, OR - $1,000,000 per Location OWNER'S POLICY OF TITLE INSURANCE Policy Issuer: LAND TITLE SERVICES, INC. 136 N. 7TH STREET SALINA, KS 67402-0922 PHONE: (785) 823-7223 xX * * Policy Number OX=13566571 Fite Number: TI20-19800 * * a ; Issued by Old Republic National Title Insurance Company * * . . . a . : * * Any notice of claim and any other notice or statement in writing required to be given to the *k* Company under this Policy must be given to the Company at the address shown in Section 18 of the Conditions. COVERED RISKS SUBJECT TQ 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 lass 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; (iii} 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; (v} a 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. (b} The tien of real estate taxes or assessments imposed on the Title by a governmental authority due or payable, but unpaid, {c) 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 viclation 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 Jocation of any improvement erected on the Land; (c} the subdivision of land; or (d) 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: OLD REPUBLIC NATIONAL TITLE INSURANCE COMPANY A Stock Company 400 Second Avenue South, Minneapolis, Minnesota 55401 (612) 371-1111 a wo at ” << O ony & 7) ea : By ( President Authorized Officer or Licsnsed Agent ORT Form 4309 Attest jh pry t pb Secretary ALTA Owners Policy of Title Insurance 6-17-06 OWNER'S POLICY OF TITLE INSURANCE SCHEDULE A Name and Address of Tile insurance Company: Old Republic Tite insurance Co S. Central Div. 11960 Westline Industrial Dr, Suite 230 St Louis, MO 63146 File Number: 1120-19800 Policy Number: OX 13566571 Address Reference: 1919 W. Schilling Rd. Salina, KS 67401 Amountof Insurance: $887,000.00 Premium: $2,054.00 Date of Policy: September 1, 2020 at 03:53 PM 1. | Name of Insured: SFC Global Supply Chain, Inc., a Minnesota corporation 2. The estate or interest in the Land that is insured by this policy is: Fee Simple 3. Tite is v ested in SFC Global Supply Chain, Inc., a Minnesota corporation 4. The Land referred to in this policy is described as follows: SEE EXHIBIT AATTACHED HERETO Land Title Services, Inc. _ ods frond. "Michael L. Hoppock, Authorized Agent ALTA Owners Policy Schedule A (6/1706) (1120-1 9800.PFD/TI20-19800/44) Old Republic Title Insurance Co S. Central Div. SCHEDULE B File Number. TI20-19800 Policy Number: OX 13566571 EXCEPTIONS FROM COVERAGE This policy does not insure against loss or damage, and the Company will not pay costs, atlomeys' fees or expenses which arise by reason of: 1. Any lien, or right to lien, for services, labor, or material heretofore or hereafter furnished, imposed by law and not shown by Public Records 2. Any encroachment, encumbrance, violation, variation or adverse circumstances affecting Title that would be disclosed by an accurate and complete survey of the Land or that could be ascertained by an inspection of the Land. Easements, or claims of easements, not shown by the Public Records. Right or daims of parties in possession not shown by the Public Records. Taxes or spedia assessments, if any, not shown as existing liens by the Public Records. The lien of the General Taxes for the year 2020, and thereafter. General Taxes for all of the year 2020 and all subsequent years and all special assessments due and payable therewith. Restrictions and Easements, if any as set out in Plat Book A-11, Page 29-36. o fe NO FF Easements as shown on plats NOTE: Any Provisions in the Conditions and Stipulations of the Policy Referring to Arbitration are Hereby Deleted. ALTA Owner's Policy Schedule B al 7/08) (TI20-19800 PFD/TI20-19800/44) Old Republic Title Insurance Co S. Central Div. EXHIBIT A File Number: T120-19800 Policy Number: OX 13566571 The Land referred to in this policy is described as follows: Lot Two (2}, Block Twelve (12), Schilling Subdivision Number 5, City of Salina, Saline County, Kansas. ALTA Owner's Policy Exhibit (7120-19800 PFD/TI20-19800/44) TRUSTEE'S RECEIPT AND CLOSING CERTIFICATE $270,000,000 City of Salina, Kansas Taxable Industrial Revenue Bonds Series 2022 (SFC Global Supply Chain Project) The undersigned, a duly authorized trust officer of Security Bank of Kansas City, Kansas City, Kansas (the "Trustee"), the trustee designated in a Trust Indenture dated as of October 1, 2022 (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 2022 (SFC Global Supply Chain 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 SFC Global Supply Chain, Inc., a Minnesota corporation, 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 and conformed copies of the Bond Documents and bond certificates representing the entire principal amount of Bonds issued. (6) The Trustee deposited the net proceeds from the sale of the Bonds into the funds and accounts established under the Indenture as provided in the Indenture. (7) 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] 600596.20210\CLOSING DOCUMENTS IN WITNESS WHEREOF, the Trustee has caused this certificate to be executed by a duly authorized trust officer this 12th day of October, 2022. SECURITY BANK OF KANSAS CITY Kansas City, Kansas as Trustee By: Powis YY Vash Name: Bonnie Mosher Title: Vice President 600596.20210\CLOSING DOCUMENTS (Signature Page to Trustee’s Closing Certificate) PURCHASER'S CERTIFICATE AND RECEIPT $270,000,000 City of Salina, Kansas Taxable Industrial Revenue Bonds Series 2022 (SFC Global Supply Chain Project) SFC Global Supply Chain, Inc. (the Purchaser"), hereby certifies that the Purchaser received from Security Bank of Kansas City, Kansas City, Kansas, as Trustee on behalf of the City of Salina, Kansas (the “{ssuer”) the Issuer's Taxable Industrial Revenue Bonds, Series 2022 (SFC Global Supply Chain Project), in an aggregate principal amount of $270,000,000, dated as of October 12, 2022. 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. DATED October 12, 2022. SFC GLOBAL SUPPLY CHAIN, INC. Namé: J GlggeE Title: Assistant Treasurer 600596.20210\CLOSING DOCUMENTS GILMORE BELL 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 am. 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: City of Salina, Kansas ("Issuer") SFC Global Supply Chain, Inc. ("Company" and "Original Purchaser") Security Bank of Kansas City (the "Trustee") Gilmore & Bell, P.C. ("Bond Counsel") Greg Bengtson, Esq. ("City Attorney") Kutak Rock LLP ("Company's Counsel") DAR WN os 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, Vol lel SOS/as 600576.20210\CLOSING MEMO CITY OF SALINA, KANSAS TAXABLE INDUSTRIAL REVENUE BONDS, SERIES 2022 (SFC GLOBAL SUPPLY CHAIN, INC. PROJECT) DISTRIBUTION LIST ISSUER CITY OF SALINA, KANSAS 300 W. Ash Street P.O. Box 736 Salina, Kansas 67402 Telephone: (785) 309-5735 Fax: (785) 309-5738 Mike Schrage, City Manager (785) 309-5700 E-mail: mike.schrage@salina.org Debbie Pack, Finance Director E-mail: debbie.pack@salina.org JoVonna Rutherford, City Clerk E-mail: jovonna.rutherford@salina.org 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@gilmorebell.com Angie Sizemore, Legal Assistant E-mail: asizemore@gilmorebell.com 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: mrobinson@salinaedo.org TENANT SFC GLOBAL SUPPLY CHAIN, INC. 115 W. College Drive Marshall, Minnesota 56258 Jeff Thompson E-mail: Jeff. Thompson‘@schwans.com Jerry Kivel E-mail: jerry.kivel@schwans.com ISSUER’S COUNSEL CLARK, MIZE & LINVILLE, CHARTERED 129 South 8" Street. P.O. Box 380 Salina, Kansas 67402 Telephone: (785) 823-6325 Fax: (785) 823-1868 Greg Bengtson, Esq., City Attorney E-Mail: gabengtson@cml-law.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@kutakrock.com Michia Sciortino, Legal Assistant E-mail: michia.sciortino@kutakrock.com TRUSTEE SECURITY BANK OF KANSAS CITY 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@securitybankke.com Ms. Lisa Shatto, Corporate Trust Officer | E-mail: Ishatto@securitybankke.com mike.schrage@salina.org: debbie.pack@salina.org; jovonna.rutherford@salina.org: mrobinson@salinaedo.ors: gabenetson@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@securitybankke.com: Ishatto(@securitvbankkc.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. LL Thoc—= (spinbtteea Tenant Representative DATED October 12, 2022. 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 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 SFC Global Supply Chain, Inc. Reimbursement for Land Acquisition $877,321.82 * * Documentation on other advances will be submitted on or before December 21, 2022. 600596.20210\PROJECT LEASE v.4 Ms GILMOREBELL October 12, 2022 Governing Body SFC Global Supply Chain, Inc. City of Salina, Kansas Salina, Kansas Security Bank of Kansas City Kansas City, Kansas Re: $270,000,000 City of Salina, Kansas Taxable Industrial Revenue Bonds Series 2022 (SFC Global Supply Chain Project) Ladies and Gentlemen: 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 seg., as amended (the "Act"), and a Trust Indenture (the "Indenture") dated as of October 1, 2022 between the Issuer and Security Bank of Kansas City, Kansas City, Kansas, 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 SFC Global Supply Chain, Inc. (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 corporate status and due organization of the Tenant, (b) the corporate 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. 600596.20210\CLOSING DOCUMENTS Governing Body of the City of Salina, Kansas SFC Global Supply Chain, Inc. Security Bank of Kansas City October 12, 2022 Page 2 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. 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:as 600596.20210\CLOSING DOCUMENTS PETER L. PETERSON GREG A, BENGTSON PAULA J. WRIGHT ERIC N. ANDERSON DUSTIN J. DENNING PETER S. JOHNSTON JARED T. HIATT JOSHUA C. HOWARD AARON O. MARTIN JESSICA L. STOPPEL JEFFREY A. NORRIS CLARK, MIZE & LINVILLE CHARTERED ATTORNEYS AT LAW 129 §. EIGHTH, P.O. BOX 380 SALINA, KANSAS 67402-0380 TELEPHONE: (785) 823-6325 128 N. MAIN LINDSBORG, KANSAS 67456 TELEPHONE: (785) 227-2010 116 S. FOURTH, P.O. BOX 99 LINCOLN, KANSAS 67455 TELEPHONE: (785) 524-4466 CLL. CLARK (1908 - 2004) JAMES P. MIZE (1910-1988) L.O, BENGTSON (1922 ~ 2022) AUBREY G. LINVILLE MICKEY W. MOSIER JOHN W. MIZE RETIRED www.cml-law.com October 12, 2022 Gilmore & Bell, P.C. Wichita, Kansas SFC Global Supply Chain, Inc. Salina, Kansas Governing Body City of Salina, Kansas Re: $270,000,000 City of Salina, Kansas Taxable Industrial Revenue Bonds Series 2022 (SFC Global Supply Chain Project) (the "Bonds") Ladies and Gentlemen: 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. 22-11131 (the "Ordinance"); a Site Lease dated as of October 1, 2022, between the Issuer and SFC Global Supply Chain, Inc. (the "Tenant”); a Project Lease dated as of October 1, 2022, between the Issuer and the Tenant; a Trust Indenture dated as of October 1, 2022 between the Issuer, and Security Bank of Kansas City, Kansas City, Kansas, as Trustee; a Bond Purchase Agreement between the Issuer and the Tenant (collectively, the "Bond Documents") and 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. Page 2 October 12, 2022 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 September 26, 2022; 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 otherwise express no opinion 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 ff Greg/A. Bengtson # KUTAKROCK Kutak Rock LLP Two Pershing Square | 2300 Main Street, Suite 800, Kansas City, MO 64108-2432 office 816.960.0090 October 12, 2022 City of Salina, Kansas SFC Global Supply Chain, Inc. Salina, Kansas Salina, Kansas Security Bank of Kansas City Gilmore & Bell, P.C. Kansas City, Kansas Wichita, Kansas Re: $270,000,000 Taxable Industrial Revenue Bonds, Series 2022 (SFC Global Supply Chain Project), of the City of Salina, Kansas (the “Bonds”) We have acted as counsel for SFC Global Supply Chain, Inc. (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 Incorporation of the Tenant and Bylaws 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 October 1, 2022 (the “Indenture”) between the City of Salina, Kansas (the “Issuer”) and Security Bank of Kansas City, Kansas City, Kansas, as bond trustee (the “Trustee”); (ii) a Site Lease dated as of October 1, 2022 between the Tenant, as lessor, and the Issuer, as lessee; (iii) a Project Lease dated as of October 1, 2022 (the “Project Lease”) between the Issuer, as lessor, and Tenant, as lessee; (iv) a Bond Purchase Agreement dated as of October 1, 2022 (the “Bond Purchase Agreement”) between the Issuer and the Tenant, 4859-8229-2023.1 KUTAKROCK City of Salina, Kansas Security Bank of Kansas City SFC Global Supply Chain, Inc. Gilmore & Bell, P.C. October 12, 2022 PAGE 2 (e) the proceedings of the Board of Directors of the Tenant, authorizing, among other things, the execution and delivery by the Tenant of the Tenant Documents; (f) such other documents, instruments, certificates and corporate 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 corporate 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 corporation duly organized, validly existing and in good standing under the laws of the State of Minnesota, with corporate powers adequate for carrying on the business now conducted by it, is qualified to do business and is 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 Incorporation or Bylaws, both as amended to date, or applicable corporation 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, 4859-8229-2023.1 KUTAKROCK City of Salina, Kansas Security Bank of Kansas City SFC Global Supply Chain, Inc. Gilmore & Bell, P.C. October 12, 2022 PAGE 3 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 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. Oly l Loc Loe 4859-8229-2023.1