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
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(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
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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
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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
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"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
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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
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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.
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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,
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(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.
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"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
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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.