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86-9168 IRB Central MallORDINANCE NO. 86-9168 AN ORDINANCE AMENDING THE LEGAL DESCRIPTION OF THE REAL ESTATE TO BE LEASED BY THE CITY OF SALINA FOR THE PURPOSE OF INSTALLING AND EQUIPPING THEREON CERTAIN BUILDINGS, FACILITIES, AND IMPROVEMENTS TO BE SUBLEASED TO SALINA CENTRAL MALL LIMITED PARTNERSHIP (PENNEY'S), A LIMITED PARTNERSHIP, ALL AS AUTHORIZED BY ORDINANCE NO. 84-9055; AMENDING SECTION I AND ARTICLE I OF SAID ORDINANCE AND REPEALING THE EXISTING SECTION I and ARTICLE I AND OTHER PROVISIONS OF ORDINANCE NO. 84-9055 WHICH MAY BE IN CONFLICT WITH SAID AMENDMENTS. WHEREAS, the City of Salina (herein "City") did on December 10, 1984, adopt Ordinance No. 84-9055 which authorized the City to lease certain real estate described in Exhibit "D" attached thereto for the purpose of con- structing, installing, and equipping thereon certain buildings, facilities, and improvements to be subleased to Salina Central Mall Limited Partnership (Penney's), a limited partnership; and, WHEREAS, the Bank of Oklahoma, N.A., of Tulsa, Oklahoma, the "Trustee," with the consent of Salina Central Mall Limited Partnership (Penney's), an Arkansas Limited Partnership of Ft. Smith, Arkansas, the "Developer," and Centerre Bank National Association of St. Louis, Missouri, the "Bank" pursuant to Section 11.01 of Ordinance No. 84-9055 have in writing requested the City to amend Section I and Article I of Ordinance No. 84-9055 to correctly i reflect the legal description of the property to be leased by the City pursuant to the said ordinance which, in the judgment of the Trustee, is not to the prejudice of the Trustee or the owners of the bonds. NOW THEREFORE, BE IT ORDAINED by the Governing Body of the City of Salina, Kansas: Section 1. That Section I of Ordinance No. 84-9055 be amended to read as follows: SECTION I. Authority to Acquire Leasehold Estate in Certain Property and to Acquire, Construct, Install, Equip and Lease Certain Facilities and to Pay Certain Allocable Costs. The City of Salina, Kansas, is hereby authorized to acquire a leasehold estate in the real property set forth and described in Amended Exhibit "D", attached hereto and made a part hereof, and in connection therewith is authorized to enter into "Amendment No. 1" to a certain Ground Lease (the "Ground Lease"), dated December 28, 1984, and by and between the City of Salina, Kansas, as tenant, and WARMACK - SALINA PARTNERSHIP (the "Landowner"), an Arkansas general partnership, Landlord, in order to correct the legal description of the property covered by said lease (substitute Amended Exhibit "D" for Exhibit "D"), substan- tially in the form attached to the Ordinance and incorpor- ated herein by reference, for and on behalf of and as the act and deed of the City upon the approval thereof by said City Attorney and following the first publication of this Ordinance. The City of Salina, Kansas, is further authorized to cause to be acquired, constructed, installed, and equipped the property, buildings, structures, improve- ments, machinery, equipment, and other property hereinafter described collectively as the Facilities and to pay the costs of certain drainage improvements allocable to said Facilities, at an aggregate cost to the City of not to exceed $4,495,000 under, through, pursuant to, and in accordance with the provisions of a certain Lease Agreement fl 1 LJ (the "Agreement"), dated as of December 28, 1984, as amended by Amendment No. 1, and by and between the City, as party lessor, and SALINA CENTRAL MALL LIMITED PARTNERSHIP (PENNEV S) (the "Developer"), an Arkansas limited partner- ship of Ft. Smith, Arkansas, for lease of said Facilities to the Developer for its sublease of portions thereof as otherwise provided for and permitted in the Agreement, and in connection therewith and for purposes thereof the City of Salina, Kansas, if further authorized to enter into Amend- ment No. 1 to the Agreement in such form as shall have endorsed thereon the written approval of the City Attorney of the City, and in connection therewith the Mayor and Clerk of the City of Salina, Kansas, are hereby authorized and directed to execute and deliver Amendment No. 1 to the Agreement, substantially in the form attached to this Ordinance and incorporated herein by reference, for and on behalf of and as the act and deed of the City upon the approval thereof of said City Attorney and following the first publication of this Ordinance. Further and in addi- tion the Mayor and Clerk of the City of Salina, Kansas, are authorized and directed to execute and deliver for and on behalf of and as the act and deed of the City such other and further instruments, certifications, agreements, financing statements and other documentation as shall be reasonably required in connection with and for purposes of fully effectuating the intents and purposes of this Ordinance, the Ground Lease, and the Agreement. Section 2. That Article I of Ordinance No. 84-9055 be amended to read as follows: ARTICLE I DEFINITIONS For purposes of this Ordinance the following words and phrases shall have the following meanings: "Act" means The Kansas Economic Revenue Bond Act, K.S.A. Sections 12-1740, et seq., as amended, of the State. "Act of Bankruptcy" means the filing of a petition in bankruptcy (or the other commencement of a bankruptcy or similar proceeding) by or against Developer or City under any applicable bankruptcy, insolvency, reorganization or similar law, now or hereafter in effect. "Agreement" means the Lease Agreement dated as of December 28, 1984 as amended by Amendment No. 1, dated December 17, 1986, between the City and the Developer, and including any amendments and supplements thereto. "Alternate Floating Rate" shall mean the interest rate in effect on the Bonds from the effective date of the Alternate Rate Option Notice until (but not including) the Conversion Date, as said rate is determined in accordance with Section 2.02(D) hereof. "Alternate Rate Option Notice" shall mean the notice delivered by the Developer pursuant to, and in accordance with the provisions of, Section 5.6 of the Agreement. "Automatic Conversion Date" means the interest payment date immediately preceding the Letter of Credit Termination Date. "Authorized Investments" shall mean (i) Governmental Obligations; (ii) repurchase agreements with banks described in (iv) hereof, or with government bond dealers recognized 2 as primary dealers by the Federal Reserve Bank of New York, in each case which are secured by securities described in clause (i) above; (iii) bank savings accounts and negotiable and non-negotiable certificates of deposit, including those issued by the Trustee and the Bank which are either insured by the Federal Deposit Insurance Corporation or are fully secured by Governmental Obligations; (iv) unsecured promis- sory notes of any banking institution, trust Developer or bank holding Developer equal in dignity to such entity's outstanding unsecured long term debt which is rated in the highest rating category available by Standard & Poor's Corporation or Moody's Investors Service, Inc. "Available Moneys" means (a) with respect to any payment date occurring during the term of the Letter of Credit, (i) moneys drawn under the Letter of Credit, or (ii) moneys deposited into the Bond Fund pursuant to Section 6.02(a) or 6.02(b) hereof or moneys deposited directly by Developer with Trustee, in any such case, which moneys have been on deposit with Trustee for at least 123 days during and prior to which no Act of Bankruptcy shall have occurred, or (iii) the proceeds of the sale of refunding obligations, if, in the opinion of nationally recognized counsel experienced in bankruptcy matters, the application of such moneys will not constitute a voidable preference in the event of the occurrence of an Act of Bankruptcy or (iv) the proceeds from investment of moneys qualifying as Available Moneys under clause (i) , (ii) , or (iii) above, and (b) with respect to any payment date not occurring during the term of the Letter of Credit, any moneys held by Trustee and the proceeds from the investment thereof. Moneys in the Construction Fund are not included within this definition of "Available Moneys." Notwithstanding the foregoing, when used with respect to payment of any amounts due in respect of any Pledged Bonds, the term "Available Moneys" shall mean any moneys held by Trustee and the proceeds from the invest- ment thereof, except for moneys drawn under the Letter of Credit. "Bank" means (i) Centerre Bank National Association, a national banking association organized and existing under the laws of the United States of America, with principal offices in St. Louis, Missouri, in its capacity as issuer of the Letter of Credit, and (ii) any Substitute Bank. "Bond Counsel" means the attorney or firm of attorneys which has rendered an opinion that the Bonds bear tax-exempt interest or any other nationally recognized bond counsel acceptable to the Trustee, and to the Bank to the extent the Credit Agreement is outstanding. "Bond Fund" means the fund created in Section 6.01 hereof. "Bond Registrar of City" means the Trustee as described in Section 2.08 hereof. "Co -Bond Registrar of City" means the Tender Agent as described in Section 2.08 hereof. "Bonds" means the Bonds issued by the City pursuant to this Ordinance. "Business Day" means a day other than Saturday or Sunday on which Bank, Trustee and Tender Agent are generally open for the purpose of conducting commercial banking business. "Cash Deficiency Agreement" means the Cash Deficiency Agreement of even date herewith between the Landowner and the Developer, whereby the Landowner guarantees the rental 3 payments under Section 5.3 of the Agreement, together with all instruments and documents evidencing and securing Landowner's payment obligations under such Cash Deficiency Agreement. "City" means the City of Salina, Kansas, an incorpor- ated municipality organized under the Constitution and the laws of.the State. "City Attorney" means the person appointed by the City Manager to act as legal counsel for the City or any person or firm employed by the City to act as its legal counsel for the purpose of issuance of the Bonds under this Ordinance. "City Representative" means the person or persons at the time designated to act on behalf of the City by written certificate furnished to Developer and Trustee containing the specimen signatures of such person or persons and signed on behalf of the City by its Mayor. Such certificate may designate an alternate or alternates. "Clerk" means the City Clerk of the City of Salina, Kansas, from time to time serving. "Code" means the Internal Revenue Code of 1954, as amended from time to time. "Conventional Financing Arrangements" means the financing arrangements by and between Landowner and the Bank respecting the costs of constructing the shopping center facilities with which the Facilities are integrated. "Conversion Date" means the earlier to occur of either the Optional Conversion Date or the Automatic Conversion Date. "Conversion Option" means the option granted to Developer in Section 4.01 hereof pursuant to which the interest rate on the Bonds is converted from the Floating Rate or the Alternate Floating Rate, as the case may be, to the Fixed Rate or the Post -Conversion Floating Rate, as the case may be, as of the Conversion Date. "Costs of Project" means those expenditures authorized by Article VI hereof. "Co -Trustee" means any individual or institution appointed under the terms of Section 10.11 hereof. "Credit Agreement" means (i) the Letter of Credit and Reimbursement Agreement dated as of December 28, 1984 between Developer and Bank, and any amendments and supple- ments thereto, and (ii) any letter of credit agreement or 4 "Completion Date" means the date of completion of the acquisition, construction, improving and equipping of the Project, as that date shall be certified in Section 4.4 of the Agreement. "Construction Contract" means any and all such contracts and purchase orders as Developer shall enter into with respect to and for purposes of securing or effecting the acquisition, construction, installation and equipping of the Facilities, a schedule of which shall be furnished to City and Trustee as a part of the Project Report. "Construction Fund" means a trust fund, created and established with the Trustee, under the terms of Section 6.05 hereof. "Conventional Financing Arrangements" means the financing arrangements by and between Landowner and the Bank respecting the costs of constructing the shopping center facilities with which the Facilities are integrated. "Conversion Date" means the earlier to occur of either the Optional Conversion Date or the Automatic Conversion Date. "Conversion Option" means the option granted to Developer in Section 4.01 hereof pursuant to which the interest rate on the Bonds is converted from the Floating Rate or the Alternate Floating Rate, as the case may be, to the Fixed Rate or the Post -Conversion Floating Rate, as the case may be, as of the Conversion Date. "Costs of Project" means those expenditures authorized by Article VI hereof. "Co -Trustee" means any individual or institution appointed under the terms of Section 10.11 hereof. "Credit Agreement" means (i) the Letter of Credit and Reimbursement Agreement dated as of December 28, 1984 between Developer and Bank, and any amendments and supple- ments thereto, and (ii) any letter of credit agreement or 4 reimbursement agreement between Developer, Bank and any Substitute Bank, and any amendments and supplements thereto. "Credit Secured Indebtedness" shall have the meaning ascribed to it in the Section III Granting Clauses of this Ordinance. "Default" means any Default under this Ordinance as specified in and defined by Section 9.01 hereof. "Demand Purchase Option" means the option granted to Owners of Bonds to require that Bonds be purchased prior to the Conversion Date pursuant to Section 4.06 hereof. "Developer" means SALINA CENTRAL MALL LIMITED PARTNER- SHIP (PENNEV S), an Arkansas limited partnership of Fort Smith, Arkansas, its successors and assigns. "Developer Representative" means the person or persons at the time designated to act on behalf of Developer by written certificate furnished to City and Trustee containing the specimen signatures of such person or persons and signed on behalf of Developer by its general partner. Such certi- ficate may designate an alternate or alternates. "Event of Taxability" shall mean any event or series of events through which or by reason of which the interest on the Bonds shall be or become subject to inclusion in the gross income of any Owners for purposes of federal income taxation (other than by reason of such Owner being a "substantial user" of the Facilities or a "related person" within the meaning of Section 103(b)(13) of the Code). "Facilities" means the lands set forth and described in Amended Exhibit D, attached hereto and made a part hereof, as the same may from time to time be amended or supple- mented, and the Improvements and Equipment now and hereafter located thereupon, as defined in clause (b) of the Section III Granting Clauses hereof. "First Optional Redemption Date" means the December 1 of the year that results when the number of years between the December 1 immediately following the Conversion Date (unless the Conversion Date is December 1, in which case from such December 1) and December 1, 2014 is multiplied by 1/2 and rounded up to the nearest whole number but in no event is less than seven (7) years after the Conversion Date. "Fixed Rate" means the interest rate as may be in effect on the Bonds from and after the Conversion Date as said rate is determined in accordance with Section 2.02(E) hereof. "Floating Rate" means the interest rate in effect on the Bonds from March 1, 1985, until (but not including) the earlier of (i) the effective date of an Alternate Rate Option Notice or (ii) the Conversion Date, as said rate is determined in accordance with Section 2.02(C) hereof. "Funds and Accounts" shall refer to all funds and accounts from time to time created or existing under or pursuant to this Ordinance, including without limitation, the Bond Fund and the Construction Fund. "Governmental Obligations" means any of the following 5 which are noncallable: "Ground Lease" means that certain Ground Lease dated as of December 28, 1984, as amended by Amendment No. dated December 17, 1986, between the Landowner and the City demising the Land described on Amended Exhibit D hereto, including any amendments or supplements to said Ground Lease. "Independent Counsel" means an attorney duly admitted to practice law before the highest court of any state and who is not a full-time employee, director, officer, or partner of Trustee, Bank or Developer. "Initial T --Bill Percentage" shall mean the T -Bill Percentage set forth in the Alternative Rate Option Notice. "Landowner" means WARMACK-SALINA PARTNERSHIP, an Arkansas general partnership of Fort Smith, Arkansas, its successors and assigns. "Late Payment Rate" means with respect to the Bonds the rate of interest on the Bonds, and for all other purposes means fifteen percent (15%) per annum or if lower, the highest rate authorized by applicable law. "Lease Term" shall mean the period from the latter of December 28, 1984, or the date of execution and delivery of the Agreement until the Agreement expires or terminates in accordance with its terms. "Letter of Credit" means (i) that certain Letter of Credit dated the date of the Bonds issued by the Bank and (ii) any Substitute Letter of Credit or Substitute Credit Facility. "Letter of Credit Termination Date" means the later of (i) that date upon which the Letter of Credit shall expire or terminate pursuant to its term or the terms of the Credit Agreement, or (ii) that date to which the expiration or termination of the Letter of Credit may be extended, from time to time, either by extension or renewal of the existing Letter of Credit or the issuance of a Substitute Letter of Credit or Substitute Credit Facility. "Moody's" means Moody's Investors Service, Inc., a corporation organized and existing under the laws of the State of Delaware, its successors and assigns, and, if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, "Moody's" shall be deemed to refer to any other nationally recognized securities rating agency designated by Developer, with the consent of Bank, by notice to Trustee. C.1 (a) direct general obligations of, or obligations the payment of the principal of and interest on which are unconditionally guaranteed by, the United State of America; and (b) bonds, debentures or notes issued by Federal National Mortgage Association, Government National Mortgage Association, Federal Financing Bank, Federal Farm Credit Banks, Federal Land Banks, Federal Home Loan Banks, Farmers Home Administration, Federal Home Loan Mortgage Association or any other comparable federal agency hereafter created to the extent that said obligations are unconditionally guaranteed by the United States of America. "Ground Lease" means that certain Ground Lease dated as of December 28, 1984, as amended by Amendment No. dated December 17, 1986, between the Landowner and the City demising the Land described on Amended Exhibit D hereto, including any amendments or supplements to said Ground Lease. "Independent Counsel" means an attorney duly admitted to practice law before the highest court of any state and who is not a full-time employee, director, officer, or partner of Trustee, Bank or Developer. "Initial T --Bill Percentage" shall mean the T -Bill Percentage set forth in the Alternative Rate Option Notice. "Landowner" means WARMACK-SALINA PARTNERSHIP, an Arkansas general partnership of Fort Smith, Arkansas, its successors and assigns. "Late Payment Rate" means with respect to the Bonds the rate of interest on the Bonds, and for all other purposes means fifteen percent (15%) per annum or if lower, the highest rate authorized by applicable law. "Lease Term" shall mean the period from the latter of December 28, 1984, or the date of execution and delivery of the Agreement until the Agreement expires or terminates in accordance with its terms. "Letter of Credit" means (i) that certain Letter of Credit dated the date of the Bonds issued by the Bank and (ii) any Substitute Letter of Credit or Substitute Credit Facility. "Letter of Credit Termination Date" means the later of (i) that date upon which the Letter of Credit shall expire or terminate pursuant to its term or the terms of the Credit Agreement, or (ii) that date to which the expiration or termination of the Letter of Credit may be extended, from time to time, either by extension or renewal of the existing Letter of Credit or the issuance of a Substitute Letter of Credit or Substitute Credit Facility. "Moody's" means Moody's Investors Service, Inc., a corporation organized and existing under the laws of the State of Delaware, its successors and assigns, and, if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, "Moody's" shall be deemed to refer to any other nationally recognized securities rating agency designated by Developer, with the consent of Bank, by notice to Trustee. C.1 "Net Proceeds" means, when used with respect to any insurance or condemnation award, the proceeds from the insurance or condemnation award remaining after payment of all expenses (including attorney's fees and any other expenses of the City, Trustee and Bank) incurred in the collection of such proceeds. "Optional Conversion Date" means that date on or after September 1, 1985, which shall be a Business Day, from and after which the interest rate on the Bonds is converted from the Floating Rate or the Alternate Floating Rate, as the case may be, as a result of the exercise by Developer of the Conversion Option. "Outstanding" or "Bonds Outstanding" mean all Bonds which have been authenticated and delivered by Trustee under this Ordinance, except: (a) Bonds cancelled after purchase in the open market or because of payment at or redemption prior to maturity; (b) Bonds paid or deemed to be paid pursuant to Article VIII hereof; (c) Bonds in lieu of which others have been authen- ticated under Section 2.07 or Section 2.08 hereof; (d) Bonds in lieu of which others have been issued pursuant to Section 2.04(c) hereof; and (e) Bonds deemed to have been purchased pursuant to Sections 4.01 and 4.02 hereof. "Owner" means the person or person in whose name or names a Bond shall be registered on the books of City kept for that purpose in accordance with provisions of this Ordinance. "Payments" means the payments required in Section 5.3 and other sections of the Agreement. "Permitted Encumbrances" shall mean as of any parti- cular time (i) liens for ad valorem taxes, assessments and governmental charges and liens for labor and materials not delinquent or which the Developer is contesting in good faith under the Agreement, (ii) the Agreement and this Ordinance, (iii) the Subleases, (iv) utility, access and other easements and rights of way, mineral rights, licenses and restrictions that, in the opinion of an independent counsel, will not materially interfere with or impair the Facilities or any portions thereof, adjacent or related facilities or for the uses of any thereof for their intended purposes, (v) all liens and security interests arising out of or existing to secure the Conventional Financing Arrange- ments, and (vi) such other defects, irregularities, excep- tions and clouds on title as do not in the aggregate, in the opinion of an independent counsel, materially impair the interest of the City, the Developer and the Trustee in the Facilities. "Pledge Agreement" means the Pledge and Security Agreement dated as of December 28, 1984 made by Developer to Bank, and any amendments or supplements thereto. "Pledged Bonds" means any time of determination thereof, be terms of the Pledge Agreement. 7 Bonds which shall, at the held by the Bank under the "Post -Conversion Floating Rate" shall mean the interest rate in effect on the Bonds from the Conversion Date in the event the Developer shall select said rate pursuant to the terms and conditions of Sections 4.01 or 4.02 hereof, as said rate is determined in accordance with Section 2.02(E) hereof. "Project Report" means the project report of the Developer dated as of December 28, 1984, as amended and supplemented. "Project" means the undertakings to acquire, construct, install and equip the Facilities, and all undertakings relating thereto or necessary therefor and includes the payment of the costs of certain drainage improvements allocable to the Facilities as provided in the Ground Lease. "Purchase Price" means an amount equal to 100% of the principal amount of any Bond tendered or deemed tendered pursuant to Sections 4.01, 4.02 or 4.06 hereof, plus, in the case of purchase pursuant to Section 4.06 hereof, accrued and unpaid interest thereon to the date of purchase. "Record Date" means that day which is five (5) Business Days prior to any interest payment date. "Remarketing Agent" means the Remarketing Agent acting as such under the Remarketing Agreement or any successor acting under an equivalent instrument. "Principal Office of Remarketing Agent" means the principal office of Remarketing Agent designated in the Remarketing Agreement. "Remarketing Agreement" means the TENR Services and Remarketing Agreement dated as of this date between the Developer and Bankers Trust Company, and any amendments or supplements thereto, or in the event Bankers Trust Company is no longer the Remarketing Agent, any agreement for similar services between the Developer and any successor Remarketing Agent. "State" means the State of Kansas. "Store Leases" or "Subleases" means any and all leases or subleases of the Facilities, and any and all portions thereof between the Developer, as lessor, and any Tenant, and shall further include any and all subleases between any Tenant and any sub -tenant. "S&P" means Standard & Poor's Corporation, a corpora- tion organized and existing under the laws of the State of New York, its successors and assigns, and, if such corpora- tion shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, "S&P" shall be deemed to refer to any other nationally recognized i securities rating agency designated by the Developer, with the consent of Bank by notice to Trustee. "Substitute Bank" means (i) a commercial bank or savings and loan association which has issued a Substitute Letter of Credit or (ii) an entity which has issued a Substitute Credit Facility. "Substitute Credit Facility" means a policy of insurance delivered to Trustee in accordance with Section 5.5 of the Agreement (i) issued by a Substitute Bank, (ii) replacing any existing Letter of Credit or Substitute Credit Facility, (iii) to become effective at a date on or prior to the expiration date of the Letter of Credit or Substitute Credit Facility for which the same is to be substituted, M (iv) which shall expire on a date which is 15 days after an interest payment date for the Bonds and (v) which will provide the same source of liquidity under the same terms and conditions as the then existing Letter of Credit or Substitute Credit Facility, except that the Substitute Credit Facility shall expire on a date which is later than the expiration date of the Letter of Credit or Substitute Credit Facility being replaced, and except that the Substi- tute Credit Facility shall provide coverage sufficient to pay the principal of and interest on all Bonds at the time outstanding. "Substitute Letter of Credit" means a letter of credit delivered to Trustee in accordance with Section 5.5 of the Agreement (i) issued by Bank or Substitute Bank (ii) replacing any existing Letter of Credit, (iii) dated as of a date prior to the expiration date of the Letter of Credit for which the Substitute Letter of Credit is to be substi- tuted, (iv) which shall expire on a date which is 15 days after an interest payment date for the Bonds and (v) issued on substantially identical terms and conditions as the then existing Letter of Credit, except that the same shall expire on a date which is later than the expiration date of the Letter of Credit being replaced, and except that the stated amount of the Substitute Letter of Credit shall equal the sum of (A) the aggregate principal amount of Bonds at the time outstanding, plus (B) an amount equal to at least 105 days interest (computed at the maximum interest rate appli- cable to the Bonds) on all Bonds at the time outstanding. "T -Bill Percentage" shall have the meaning set forth in Section 2.02(D) hereof. "T -Bill Rate" shall have the meaning set forth in Section 2.02(D) hereof. "Tenant" means any sublessee, sub -sublessee or occupant of the Facilities or any portion thereof. "TENR" shall have the meaning set forth in Section 2.02(C) hereof. "TENR Amount" shall have the meaning set forth in Section 2.02(C) hereof. "Tender Agent" means Bankers Trust Company, a New York banking corporation and its successors and any corporation resulting from or surviving any consolidation or merger to which it or its successors may be a party and any successor Tender Agent at the time serving as successor Tender Agent hereunder. "Principal Office of Tender Agent" means the address specified in Section 13.04 hereof or such other address as may be designated in writing to City, Trustee, Remarketing Agent and Developer. "Trustee" means Bank of Oklahoma, N.A., of Tulsa, Oklahoma, a national banking association having corporate trust powers organized and existing under the laws of the United States of America, and its successors and any corpor- ation resulting from or surviving any consolidation or merger to which it or its successors may be a party design- ated as fiscal agent for the City of Salina, Kansas, and in such capacity as Trustee under this Ordinance, and any successor Trustee at the time serving as successor trustee hereunder. "Principal Office of Trustee" means the address specified in Section 13.04 hereof or such other address as may be designated in writing to City, Tender Agent, Remarketing Agent and Developer. 4 "Trust Estate" means the property and property interests conveyed to Trustee pursuant to the Section III Granting Clauses hereof. Section 3. That Section I and Article I of Ordinance No. 84-9055 and any other provisions of said ordinance which may be in conflict with the above amendments, be and the same are hereby repealed. Section 4. This ordinance shall be in full force and effect from and after its adoption and publication in the official city paper. Adopted by the Governing Body of the City of Salina, Kansas, and signed by the Mayor this 16`4 day of December, 1986. May6r ATTEST: City Clerk 1 L 10 PENNEY DEVELOPER TRACT A tract of land situated in the Southwest Quarter of Section 25, Township 14 South, Range 3 West of the Sixth Principal Meridian in Saline County, Kansas more particularly described as follows: Beginning at the Southwest Corner of Said Quarter; thence N 00°01140" W a distance of 698.79 feet; thence S 89°44'06" E a distance of 378.75 feet to the Northwest Corner of the j Penney Developer Tract, said point being the True Point of Beginning; Thence S 89144106" E a distance of 645.97 feet; Thence N 00015154" E a distance of 6.58 feet; Thence N 89044'06" W a distance of 64.47 feet; Thence N 00°15'54" E a distance of 39.15 feet; Thence N 44°44'06" W a distance of 46.46 feet; Thence N 89°44'06" W a distance of 20.00 feet; Thence N 00°15'54" E a distance of 43.00 feet; Thence S 89°44'06" E a distance of 20.00 feet; Thence N 45°15'54" E a distance of 46.46 feet; Thence N 00°15'54" E a distance of 20.65 feet; Thence S 89°44'06" E a distance of 74.30 feet; Thence N 00115'54" E a distance of 1.42 feet; Thence S 89°44'06" E a distance of 343.68 feet; Thence S 00°25'32" W a distance of 245.53 feet; Thence S 00°15'54" W a distance of 36.00 feet; Thence S O1126139" W a distance of 16.50 feet; Thence N 89°44'06" W a distance of 407.66 feet; Thence along a curve to the right a distance of 578.72 feet. Said curve having a delta of 75°57'50" and a radius of 436.50 feet with a long chord of 537.26 feet which has a bearing of N 51°45'13" W; Thence along a curve to the left a distance of 25.52 feet. Said curve having a delta of 48°42105" and a radius of 26.49 feet with a long chord of 21.85 feet which has a bearing of N 65°22'33" W; Thence N 24°49'20" E a distance of 30.63 feet to the True Point of Beginning of Said Tract. Said parcel containing 376,627 square feet, more or less. All of said tract is contained in Lot 1 and part of Lot 5, Block 1 of MEADOWLARK ACRES ADDITION NO. 3 as filed with the City of Salina, Kansas on April 8, 1985. Thence along a curve to the right a distance of 71.18 feet. Said curve having a delta of 40°18'34" and a radius of 101.17 feet with a long chord of 69.72 feet which has a bearing of S 20°52'03" W; Thence S 46°04'52" W a distance of 145.31 feet; Thence along a curve to the left a distance of 88.02 feet. Said curve having a delta of 48°28'44" and a radius of 104.03 feet with a long chord of 85.42 feet which has a C bearing of S 21°50'30" W; Thence S 00°15'54" W a distance of 36.00 feet; Thence S O1126139" W a distance of 16.50 feet; Thence N 89°44'06" W a distance of 407.66 feet; Thence along a curve to the right a distance of 578.72 feet. Said curve having a delta of 75°57'50" and a radius of 436.50 feet with a long chord of 537.26 feet which has a bearing of N 51°45'13" W; Thence along a curve to the left a distance of 25.52 feet. Said curve having a delta of 48°42105" and a radius of 26.49 feet with a long chord of 21.85 feet which has a bearing of N 65°22'33" W; Thence N 24°49'20" E a distance of 30.63 feet to the True Point of Beginning of Said Tract. Said parcel containing 376,627 square feet, more or less. All of said tract is contained in Lot 1 and part of Lot 5, Block 1 of MEADOWLARK ACRES ADDITION NO. 3 as filed with the City of Salina, Kansas on April 8, 1985.