99-9963 Amend IRB(Published in the Salina Journal January, 2000)
ORDINANCE NUMBER 99-9963
AN ORDINANCE AMENDING AND SUPPLEMENTING ORDINANCE NO. 84-9055 OF THE
CITY OF SALINA, KANSAS, BY CHANGING THE MECHANISM FOR DETERMINING
THE VARIABLE RATE OF INTEREST BORNE BY CERTAIN REVENUE BONDS (SALINA
CENTRAL MALL LIMITED PARTNERSHIP (PENNEY'S) PROJECT), SERIES 1984,
ISSUED BY THE CITY FOR THE PURPOSE OF PROVIDING FUNDS TO ACQUIRE,
CONSTRUCT, INSTALL AND EQUIP CERTAIN BUILDINGS, FACILITIES AND
IMPROVEMENTS ON REAL ESTATE LEASED TO THE CITY AND SUBLEASED TO
SALINA CENTRAL MALL LIMITED PARTNERSHIP (PENNEY'S), AND BY MAKING
CERTAIN OTHER MINOR CHANGES TO ORDINANCE NO. 84-9055.
WHEREAS, pursuant to K.S.A. Section 12-1740 to 1749a, as amended, the City of
Salina, Kansas (the "City") passed Ordinance No. 84-9055 on December 10, 1984 ("Original
Ordinance"), authorizing the issuance of $4,495,000 principal amount of Salina, Kansas, Revenue
Bonds (Salina Central Mall Limited Partnership (Penny's) Project), Series 1984 (the "Bonds") and
designating Bank of Oklahoma, N.A., a national banking association of Tulsa, Oklahoma, as trustee (the
"Trustee"); and
WHEREAS, proceeds of the Bonds were used to finance the acquisition, construction,
installation and equipping of certain retail and commercial facilities on real estate leased from
Warmack—Salina Partnership to the City and subleased by the City to Salina Central Mall Limited
Partnership (Penny's) (the "Developer") pursuant to a Lease Agreement dated as of December 28,
1984 (the "Agreement") in consideration for certain rental payments thereunder in amounts sufficient
to pay the interest on and principal of, and redemption premium, if any, on the Bonds; and
WHEREAS, NationsBank, N.A., now known as Bank of America (the "Bank"), has
issued its irrevocable direct -pay letter of credit (the "Letter of Credit") providing for payment when due
of the principal of and interest on the Bonds, and payment of the purchase price of Bonds tendered for
purchase; and
WHEREAS, the Bonds presently bear interest at a "Floating Rate" as defined under the
Original Ordinance which is a variable rate of interest determined by the existing remarketing agent
using a mechanism set forth in the Original Ordinance; and
WHEREAS, the Developer has selected Banc of America Securities LLC as the
successor remarketing agent (the "Remarketing Agent") with respect to the Bonds, and the Developer
and the Remarketing Agent desire to amend the Original Ordinance to change the mechanism by which
the Floating Rate of the Bonds is determined and to make certain other minor changes to the Original
Ordinance;
NOW, THEREFORE, BE IT RESOLVED BY THE GOVERNING BODY OF THE CITY OF
SALINA, KANSAS, AS FOLLOWS:
Section 1. Section 2.02 of the Original Ordinance is hereby amended by deleting
existing Section 2.02 and substituting in lieu thereof a new Section 2.02 to read as follows:
SECTION 2.02. Issuance of Bonds. (A) The Bonds shall be
designated "City of Salina, Kansas, Revenue Bonds (SALINA CENTRAL
MALL LIMITED PARTNERSHIP (PENNEY'S), Series 1984." Prior to the
Conversion Date, the Bonds shall be issuable as fully registered Bonds without
coupons in the denomination of $100,000, or any integral multiple of $5,000 in
excess thereof; provided that the Bonds may be issued in the denomination of
$5,000 or any integral multiple thereof if necessary to evidence the unredeemed
portion of any Bond. From and after the Conversion Date, the Bonds shall be
issuable as fully registered Bonds without coupons in the denomination of
$5,000 or any integral multiple thereof. Unless the City shall otherwise direct,
the Bonds shall be lettered "R" and shall be numbered consecutively from 1
upward.
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(B) Each Bond shall be dated the date of its authentication and shall bear
interest, payable (i) on March 1, 1985, and (ii) so long as the Bonds bear interest
at the Floating Rate on March 1, June 1, September 1, and December 1 of each
year and on the Conversion Date, commencing June 1, 1985, and payable from
and after the Conversion Date on June 1 or December 1 of each year,
commencing on the June 1 or December 1 next following the Conversion Date,
in each case from the interest payment date next preceding the date to which
interest has been paid or duly provided for, unless the date thereof is a date to
which interest has been paid or duly provided for, in which case from the date
thereof, or unless no interest has been paid or duly provided for on the Bonds,
from December 28, 1984, until payment of the principal thereof has been made
or duly provided for. Notwithstanding the foregoing, any Bond dated after any
Record Date and before the following interest payment date shall bear interest
from such interest payment date, provided, however, that if City shall default in
the payment of interest due on such interest payment date, then such Bond shall
bear interest from the next preceding interest payment date to which interest has
been paid or duly provided for, or, if no interest has been paid or duly provided
for on the Bonds, from December 28, 1984.
The Bonds shall mature on December 1, 2014.
(C) From the effective date of this Ordinance amending and supplementing
the Original Ordinance, the Bonds shall bear interest at the Floating Rate until
(but not including) the Conversion Date. The Floating Rate for the Bonds for
each weekly rate period means the lesser of (i) 15% per annum (the "Maximum
Rate"), or (ii) the lowest rate of interest determined by the Remarketing Agent
which, in the judgment of the Remarketing Agent, would cause the Bonds to
have a market value as of the date of determination equal to the principal amount
thereof, taking into account prevailing market conditions. In the event the
Remarketing Agent fails for any reason to determine the interest rate for any
weekly rate period, the Floating Rate then in effect for Bonds will remain in
effect from week to week until the Trustee is notified of a new Floating Rate
determined by the Remarketing Agent. Weekly rate periods shall commence on
a Thursday and end on the following Wednesday; provided that (A) a weekly
rate period shall end on the day immediately preceding the Conversion Date; and
(B) the day of the week on which weekly rate periods shall commence may be
changed by the Remarketing Agent with the consent of the Developer, if the
scheduled rate determination day has become inappropriate (taking into account
general market practice), as determined in the reasonable exercise of the
Remarketing Agent's judgment, upon notice to the Trustee and the Tender
Agent not less than 14 days before the change, which notice shall promptly be
communicated by the Trustee by first class mail to the owners of Bonds;
provided, that such notice to the Trustee is accompanied by an opinion of bond
counsel, which opinion shall also be addressed and delivered to the City, to the
effect that the change will not adversely affect the exclusion from gross income
of interest on the Bonds for federal income tax purposes.
The Floating Rate for each weekly rate period shall be effective from and
including the commencement date thereof and remain in effect to and including
the last day thereof. Each such Floating Rate shall be determined by the
Remarketing Agent on the Business Day next preceding the commencement date
of the weekly rate period to which it relates and provided to the Trustee by the
Remarketing Agent by written notice transmitted through a time-sharing
terminal or facsimile machine, if operative as between any two parties, or if not
operative, in writing or by telephone (promptly confirmed in writing) by 5:00
p.m., New York City time, on such preceding Business Day.
The determination of the Floating Rate shall be conclusive and binding
upon the Trustee, the Tender Agent, the City, the Developer and the Owners of
the Bonds.
(D) [Reserved]
(E) The Bonds shall bear interest at the Fixed Rate or at the Post -Conversion
Floating Rate (as selected by the Developer pursuant to Section 4.01 or 4.02
hereof, as the case may be), from and after the Conversion Date until the
maturity of the Bonds.
The Fixed Rate shall be a fixed annual interest rate on the Bonds established by
Remarketing Agent as the rate of interest for which Remarketing Agent has
received commitments on or prior to the 20th day preceding the Conversion
Date to purchase all the Outstanding Bonds on the Conversion Date at a price
of par without discount or at a premium not to exceed the then customary
underwriting discount (but in no event may the premium exceed 3 percent). The
Post -Conversion Floating Rate shall be a floating annual interest rate on the
Bonds established by the Remarketing Agent as the floating annual interest rate
equal to a percentage of the T -Bill Rate for which Remarketing Agent has
received commitments on or prior to the 20th day preceding the Conversion
Date to purchase all the Outstanding Bonds on the Conversion Date at price of
par without discount or at a premium not to exceed the then customary
underwriting discount (but in no event may the premium exceed three percent).
The determination of the T -Bill Rate and any adjustment to the Post -Conversion
Floating shall be made by the Trustee, and any such determination or adjustment
shall be conclusive and binding upon the City, the Developer and the Owners of
the Bonds.
(F) Prior to the Conversion Date, interest on the Bonds shall be computed
on the basis of a 360 -day year, and the actual number of days elapsed. On and
after the Conversion Date, interest on the bonds shall be computed on the basis
of a 360 -day year of twelve 30 -day months. The principal of and premium, if
any, on the Bonds shall be payable in lawful money of the United States of
America at the Principal Office of Trustee, or of its successor in trust. The
Purchase Price of the Bonds shall be payable in lawful money of the United
State of America at the Principal Office of the Tender Agent. Payment of
interest on the Bonds shall be made to the Owner thereof on the applicable
Record Date by check mailed by the Trustee on the applicable interest payment
date to such Owner at his address as it appears on the registration books of City
or at such other address as is furnished to Trustee in writing by such Owner, or
in such other manner as may be mutually acceptable to Trustee and the Owner
of any Bond.
Section 2. Section 2.03 of the Original Ordinance is hereby amended by deleting
existing Section 2.03 and substituting in lieu thereof a new Section 2.03 to read as follows:
SECTION 2.03. Execution; Limited Obligation. The Bonds shall be executed
on behalf of the City with the manual or facsimile signatures of the Mayor and
Clerk of the City with the corporate seal of the City affixed hereto or imprinted
thereon. The Bonds initially issued and authenticated hereunder shall be
registered in the office of the Clerk when registration shall be evidenced by the
following certificate being imprinted there and bearing the signature of the
Clerk:
STATE OF KANSAS )
SS.
COUNTY OF SALINE )
I, the undersigned, City Clerk of the City of Salina, Kansas, hereby
certify that the within Revenue Bond (SALINA CENTRAL MALL LIMITED
PARTNERSHIP (PENNEY'S) PROJECT), Series 1984, of the City of Salina,
Kansas, has been duly registered in my office according to law.
WITNESSETH my hand and official seal this day of January, 2000.
(S E A L)
Acting City Clerk
THE BONDS SHALL NOT BE GENERAL OBLIGATIONS OF THE CITY
BUT LIMITED AND SPECIAL OBLIGATIONS PAYABLE SOLELY FROM
THE AMOUNTS PAYABLE UNDER THE AGREEMENT AND OTHER
AMOUNTS SPECIFICALLY PLEDGED THEREFOR UNDER THIS
ORDINANCE, AND SHALL BE A VALID CLAIM OF THE RESPECTIVE
OWNERS THEREOF ONLY AGAINST THE BOND FUND AND OTHER
MONEYS HELD BY TRUSTEE AND THE AMOUNTS PAYABLE UNDER
THE AGREEMENT OTHERWISE PLEDGED THEREFOR, WHICH
AMOUNTS ARE HEREBY PLEDGED, ASSIGNED AND OTHERWISE
SECURED FOR THE EQUAL PAYMENT OF THE BONDS AND SHALL
BE USED FOR NO OTHER PURPOSE THAN TO PAY THE PRINCIPAL
OF, PREMIUM, IF ANY, AND INTEREST ON THE BONDS, EXCEPT AS
MAY BE OTHERWISE EXPRESSLY AUTHORIZED IN THIS
ORDINANCE. THE BONDS SHALL NOT IN ANY RESPECT BE
GENERAL OBLIGATIONS OF THE CITY NOR SHALL THEY BE
PAYABLE IN ANY MANNER BY TAXATION.
Section 3. Article II of the Original Ordinance is hereby amended by adding a new
Section 2.12 to read as follows:
SECTION 2.12. Book Entry Bonds; Securities Depository. The Bonds shall
initially be registered to Cede & Co., the nominee for The Depository Trust
Company, New York, New York (the "Securities Depository"), and no
beneficial owner will receive certificates representing their respective interests
in the Bonds, except in the event the Trustee issues replacement bonds
("Replacement Bonds") as provided in this Section. It is anticipated that during
the term of the Bonds, the Securities Depository will make book -entry transfers
among its Participants (as hereafter defined) and receive and transmit payment
of principal of, premium, if any, and interest on, the Bonds to the Participants
until and unless the Trustee authenticates and delivers replacement bonds to the
beneficial owners as described in the following paragraph. For purposes of this
Section, the term "Participants" means those financial institutions for whom the
Securities Depository effects book -entry transfers and pledges of securities
deposited with the Securities Depository, as such listing of Participants exists
at the time of such reference.
(1) If the City determines (A) that the Securities Depository is unable to properly
discharge its responsibilities, or (B) that the Securities Depository is no longer
qualified to act as a securities depository and registered clearing agency under
the Securities and Exchange Act of 1934, as amended, or (C) that the
continuation of a book -entry system to the exclusion of any Bonds being issued
to any bondowner other than Cede & Co. is no longer in the best interests of the
beneficial owners of the Bonds, or (2) if the Trustee receives written notice from
Participants having interests in not less than 50% of the Bonds Outstanding, as
shown on the records of the Securities Depository (and certified to such effect
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by the Securities Depository), that the continuation of a book -entry system to the
exclusion of any Bonds being issued to any bondowner other than Cede & Co.
is no longer in the best interests of the beneficial owners of the Bonds, then the
Trustee shall notify the bondowners of such determination or such notice and of
the availability of certificates to owners requesting the same, and the Trustee
shall register in the name of and authenticate and deliver replacement bonds to
the beneficial owners or their nominees in principal amounts representing the
interest of each; provided, that in the case of a determination under (1)(A) or
(1)(B) of this paragraph, the City, with the consent of the Trustee, may select a
successor securities depository in accordance with the following paragraph to
effect book -entry transfers. In such event, all references to the Securities
Depository herein shall relate to the period of time when the Securities
Depository has possession of at least one Bond. Upon the issuance of
replacement bonds, all references herein to obligations imposed upon or to be
performed by the Securities Depository shall be deemed to be imposed upon and
performed by the Trustee, to the extent applicable with respect to such
replacement bonds. If the Securities Depository resigns and the City, the
Trustee or bondowners are unable to locate a qualified successor of the
Securities Depository in accordance with the following paragraph, then the
Trustee shall authenticate and cause delivery of replacement bonds to
bondowners, as provided herein. The Trustee may rely on information from the
Securities Depository and its Participants as to the names and addresses of the
beneficial owners of the Bonds. The cost of printing, registration,
authentication, and delivery of replacement bonds shall be paid for by the
Developer.
In the event the Securities Depository resigns, is unable to properly
discharge its responsibilities, or is no longer qualified to act as a securities
depository and registered clearing agency under the Securities and Exchange Act
of 1934, as amended, the City may appoint a successor Securities Depository
provided the Trustee receives written evidence satisfactory to the Trustee with
respect to the ability of the successor Securities Depository to discharge its
responsibilities. Any such successor Securities Depository shall be a securities
depository which is a registered clearing agency under the Securities and
Exchange Act of 1934, as amended, or other applicable statute or regulation that
operates a securities depository upon reasonable and customary terms. The
Trustee upon its receipt of a Bond or Bonds for cancellation shall cause the
delivery of Bonds to the successor Securities Depository in appropriate
denominations and form as provided herein.
Section 4. Section 3.03 of the Original Ordinance is hereby amended by deleting
existing Section 3.03 and substituting in lieu thereof a new Section 3.03 to read as follows:
SECTION 3.03. Notice of Redemption. Notice of the call for redemption,
identifying the Bonds or portions thereof to be redeemed, shall be given by
Trustee by mailing copy of the redemption notice by registered or certified mail
at least fifteen (15) days but not more than sixty (60) days prior to the date fixed
for redemption to the Owner of each Bond to be redeemed in whole or in part
at the address shown on the registration books. Any notice mailed as provided
in this Section shall be conclusively presumed to have been duly given, whether
or not the Owner receives the notice. The Trustee shall deliver a copy of any
such redemption notice to the Tender Agent. Notwithstanding the foregoing
provisions of this Section 3.03, delivery by the Tender Agent of a copy of a
redemption notice to a transferee of a Bond which has been called for
redemption, pursuant to the requirements of Section 2.08, shall be deemed to
satisfy the requirements of the first sentence of this Section 3.03 with respect to
any such transferee.
So long as the Securities Depository is effecting book -entry transfers of
the Bonds, the Trustee shall provide the notices specified in this Section only to
the Securities Depository. It is expected that the Securities Depository shall, in
turn, notify its Participants and that the Participants, in turn, will notify or cause
to be notified the beneficial owners. Any failure on the part of the Securities
Depository or a Participant, or failure on the part of a nominee of a beneficial
owner of a Bond (having been mailed notice from the Trustee, the Securities
Depository, a Participant or otherwise) to notify the beneficial owner of the
Bond so affected, shall not affect the validity of the redemption of such Bond.
Section 5. Section 10.12 of the Original Ordinance is hereby amended by deleting
existing Section 10.12 and substituting in lieu thereof a new Section 10.12 to read as follows:
SECTION 10.12. Appointment of and Successor to Tender Agent.
(a) Pursuant to written approval from the Developer and the Bank, the
Trustee shall serve as successor Tender Agent hereunder beginning on the
effective date of this Ordinance supplementing the Original Ordinance.
(b) Any corporation or association into which the Tender Agent may be
converted or merged, or with 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 such
conversion, sale, merger, consolidation or transfer to which it is a party, shall be
and become the successor Tender Agent hereunder, without the execution or
filing of any instrument or any further act, deed or conveyance on the part of any
of the parties hereto, anything herein to the contrary notwithstanding.
(c) The Tender Agent may at any time resign by giving thirty (30) days'
notice to the City, Trustee, Developer and Remarketing Agent. Such resignation
shall not take effect until the appointment of a successor Tender Agent.
(d) The Tender Agent may be removed at any time by an instrument in
writing delivered to the Trustee and the Tender Agent by the Developer, with the
prior written approval of the Bank. In no event, however, shall any removal of
the Tender Agent take effect until a successor Tender Agent shall have been
appointed by the Trustee subject to the approval of the Developer and upon the
acceptance of the duties of Tender Agent by such successor. If the Trustee is not
serving as Tender Agent under the Indenture, the duties of the Tender Agent
shall be set forth in an agreement acceptable to the Trustee and the Developer.
(e) In case the Tender Agent shall resign or be removed, or be dissolved, or
shall be in the course of dissolution or liquidation, or otherwise become
incapable of acting as Tender Agent, or in case it shall be taken under the control
of any public officer or officers, or of a receiver appointed by a court, a
successor may be appointed by the Developer with the prior written approval of
the Trustee and the Bank. Every successor Tender Agent appointed pursuant to
the provisions of this Section shall be, if there be such an institution willing,
qualified and able to accept the duties of Tender Agent upon customary terms,
a bank or trust company within or without the State, in good standing and having
reported capital and surplus of not less than $50,000,000. Written notice of such
appointment shall immediately be given by the Developer to the Trustee and the
Trustee shall cause written notice of such appointment to be given to the Owners
of the Bonds. Any successor Tender Agent shall execute and deliver an
instrument accepting such appointment and thereupon such successor, without
any further act, deed or conveyance, shall become fully vested with all rights,
powers, duties and obligations of its predecessor, with like effect as if originally
named as Tender Agent, but such predecessor shall nevertheless, on the written
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request of the Developer, the Trustee or the City, or of the successor, execute
and deliver such instruments and do such other things as may reasonably be
required to more fully and certainly vest and confirm in such successor all rights,
powers, duties and obligations of such predecessor.
Section 6. All provisions of the Original Ordinance relating to the Alternate Floating
Rate and the Alternate Rate Option Notice shall henceforth have no force and effect, it being the intent
that the interest rate on the Bonds may no longer be converted to the Alternate Floating Rate.
Section 7. Exhibit A of the Original Ordinance (Pre -Conversion Floating Rate Form
of Bond) is hereby amended by deleting existing Exhibit A and substituting in lieu thereof a new
Exhibit A to read as Exhibit A attached hereto.
Section 8. All other provisions of the Original Ordinance not in conflict with the
amendments and supplements contained in Sections 1 through 7 hereof shall remain in full force and
effect.
Section 9. This Ordinance shall take effect and be in full force immediately after its
approval, passage and adoption and its publication in the official City newspaper.
APPROVED, PASSED AND ADOPTED by the governing body of the City of Salina, Kansas, this 3rd
day of January, 2000.
Introduced: December 20, 1999
Passed: January 3, 2000
CITY OF SALINA, KANSAS
By: 9k,
Alan JilklK Vice Mayor
SEAL
ATTEST:
arbara R. Weber, Acting City Clerk
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ORDINANCE NUMBER 99-9963
EXHIBIT A
(PRE -CONVERSION FLOATING RATE FORM OF BOND)
EXCEPT AS OTHERWISE PROVIDED IN THE ORDINANCE, THIS GLOBAL BOND MAY BE
TRANSFERRED, IN WHOLE BUT NOT IN PART, ONLY TO ANOTHER NOMINEE OF THE
SECURITIES DEPOSITORY OR TO A SUCCESSOR SECURITIES DEPOSITORY OR TO A
NOMINEE OF A SUCCESSOR SECURITIES DEPOSITORY.
UNITED STATES OF AMERICA
STATE OF KANSAS
CITY OF SALINA, KANSAS
REVENUE BOND
(SALINA CENTRAL MALL LIMITED PARTNERSHIP (PENNEY'S) PROJECT)
SERIES 1984
No. R- $
CUSIP NO.:
THIS BOND IS SUBJECT TO MANDATORY TENDER FOR PURCHASE AT THE TIME AND
IN THE MANNER HEREINAFTER DESCRIBED, AND MUST BE SO TENDERED OR WILL BE
DEEMED TO HAVE BEEN SO TENDERED UNDER CERTAIN CIRCUMSTANCES DESCRIBED
1:10932110
KNOW ALL MEN BY THESE PRESENTS that the CITY OF SALINA, KANSAS (the "City"), for
value received, promises to pay, but only from the sources and as hereinafter provided, to
assigns ("Owner of the Bond"), on December 1, 2014,
or registered
upon surrender hereof, the principal sum of
Dollars, and in like manner to
pay interest on said sum at the rate described below on March 1, June 1, September 1, and December
1 of each year and on the Conversion Date (hereinafter defined), commencing March 1, 1985, from the
interest payment date next preceding the date of authentication hereof to which interest has been paid
or duly provided for, unless the date hereof is an interest payment date to which interest has been paid
or duly provided for, in which case from the date hereof, or unless no interest has been paid or duly
provided for on the Bonds (as hereinafter defined), in which case from December 28, 1984, until
payment of the principal hereof has been made or duly provided for. Notwithstanding the foregoing,
if this Bond is dated after any date which is five (5) Business Days (as defined in the Ordinance which
is defined hereinbelow) prior to any interest payment date (a "Record Date") and before such interest
payment date, this Bond shall bear interest from such interest payment date; provided, however, that
if the City shall default in the payment of interest due on such interest payment date, then this Bond
shall bear interest from the next preceding interest payment date to which interest has been paid or duly
provided for, or, if no interest has been paid or duly provided for on the Bonds, from December 28,
1984. The principal of this Bond is payable in lawful money of the United States of America at the
principal corporate trust office of Bank of Oklahoma, N.A., of Tulsa, Oklahoma, as fiscal agent for the
City and as trustee (together with its successors in trust, the "Trustee") or at the duly designated office
of any successor Trustee under a certain Ordinance No. 84-9055 of the City of Salina, Kansas (said
Ordinance, as from time to time amended and supplemented, is hereinafter referred to as the
"Ordinance"). Payment of interest on this Bond shall be made on each interest payment date to the
registered Owner hereof as of the applicable Record Date and shall be paid by check mailed by the
Trustee to such registered Owner at his address as it appears on the registration books of the City or at
such other address as is furnished to the Trustee in writing by such registered owner, or in such other
manner as may be mutually acceptable to the Trustee and the registered Owner of this Bond. The
Purchase Price (hereinafter defined) of this Bond shall be payable by the Trustee, as tender agent
(together with any successor Tender Agent under the Ordinance, the "Tender Agent") to the registered
Owner hereof at his address as it appears on the registration books of the City or at such other address
as may be specified by such owner at least 24 hours prior to the time such Purchase Price is due.
This Bond shall bear interest as follows:
(A) This Bond shall bear interest at the "Floating Rate" until (but not including) the Conversion
Date. The "Floating Rate" for the Bonds for each weekly rate period means the lesser of (i) 15% per
annum (the "Maximum Rate"), or (ii) the lowest rate of interest determined by Banc of America
Securities LLC, as remarketing agent (together with any successor Remarketing Agent under the
Ordinance, the "Remarketing Agent"), which, in the judgment of the Remarketing Agent, would cause
the Bonds to have a market value as of the date of determination equal to the principal amount thereof,
taking into account prevailing market conditions. In the event the Remarketing Agent fails for any
reason to determine the interest rate for any weekly rate period, the Floating Rate then in effect for
Bonds will remain in effect from week to week until the Trustee is notified of a new Floating Rate
determined by the Remarketing Agent. Weekly rate periods shall commence on a Thursday and end
on the following Wednesday; provided that (A) a weekly rate period shall end on the day immediately
preceding the Conversion Date; and (B) the day of the week on which weekly rate periods shall
commence may be changed by the Remarketing Agent with the consent of the Developer, if the
scheduled rate determination day has become inappropriate (taking into account general market
practice), as determined in the reasonable exercise of the Remarketing Agent's judgment, upon notice
to the Trustee and the Tender Agent not less than 14 days before the change, which notice shall
promptly be communicated by the Trustee by first class mail to the owners of Bonds; provided, that
such notice to the Trustee is accompanied by an opinion of bond counsel, which opinion shall also be
addressed and delivered to the City, to the effect that the change will not adversely affect the exclusion
from gross income of interest on the Bonds for federal income tax purposes.
The Floating Rate for each weekly rate period shall be effective from and including the
commencement date thereof and remain in effect to and including the last day thereof. Each such
Floating Rate shall be determined by the Remarketing Agent on the Business Day next preceding the
commencement date of the weekly rate period to which it relates and provided to the Trustee by the
Remarketing Agent by written notice transmitted through a time-sharing terminal or facsimile machine,
if operative as between any two parties, or if not operative, in writing or by telephone (promptly
confirmed in writing) by 5:00 p.m., New York City time, on such preceding Business Day.
The determination of the Floating Rate shall be conclusive and binding upon the Trustee, the
Tender Agent, the City, the Developer and the Owners of the Bonds.
(B) [Reserved.]
(C) This Bond shall bear interest at the "Fixed Rate" or the "Post -Conversion Floating Rate"
from and after the Conversion Date until the maturity of the Bonds. The "Fixed Rate" shall be a fixed
annual interest rate on the Bonds established by the Remarketing Agent as the rate of interest for which
the Remarketing Agent has received commitments on or prior to the 20th day preceding the Conversion
Date, at a price of par without discount or at a premium not to exceed the then customary underwriting
discount (but in no event may the premium exceed 3 percent). The "Post -Conversion Floating Rate"
shall be a floating annual interest rate on the Bonds established by the Remarketing Agent as the
floating annual interest rate equal to a percentage of the T -Bill Rate for which Remarketing Agent has
received commitments on or prior to the 20th day preceding the Conversion Date to purchase all the
Outstanding Bonds on the Conversion Date at price of par without discount or at a premium not to
exceed the then customary underwriting discount (but in no event may the premium exceed three
percent).
Prior to the Conversion Date, interest on the Bonds shall be computed on the basis of a 360 -
day year, actual number of days elapsed. On and after the Conversion Date, interest on the Bonds shall
be computed on the basis of a 360 -day year of twelve 30 -day months.
ConwliMmE Uhl
As used herein, the term "Conversion Date" means the earlier to occur of either the Optional
Conversion Date or the Automatic Conversion Date; the term "Automatic Conversion Date" means the
interest payment date immediately preceding the Letter of Credit Termination Date; the term "Letter
of Credit Termination Date" means the later of (i) that date upon which the Letter of Credit (hereinafter
defined) shall expire or (ii) the expiration or termination of the Letter of Credit as such 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 (as defined in the Ordinance); the
term "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
as a result of the exercise by the Developer of the Conversion option; the term "Conversion Option"
means the option granted to the Developer in the Ordinance pursuant to which the interest rate on the
Bonds is converted from the Floating Rate to the Fixed Rate or the Post -Conversion Floating Rate, as
the case may be, as of the Optional Conversion Date; the term "Purchase Price" means an amount equal
to 100% of the principal amount of any Bond tendered or deemed tendered for purchase pursuant to the
Ordinance or with respect to which the Demand Purchase Option has been exercised, plus, in the case
of a purchase pursuant to the exercise of such Demand Purchase Option, accrued and unpaid interest
thereon to the date of purchase.
The interest rate on the Bonds may be converted from the Floating Rate to the Fixed Rate
or the Post -Conversion Floating Rate, as the case may be, upon satisfaction of certain conditions and
notice given by the Trustee in accordance with the requirements of the Ordinance, and the Bonds shall
be subject to mandatory tender by the owners thereof on the Conversion Date. On and after the
Conversion Date the Demand Purchase Option will not be available to the Owners of the Bonds. Any
Owner of Bonds who desires to retain Bonds after the Conversion Date must notify the Developer and
the Trustee in writing received no less than ten (10) days prior to the Conversion Date in the form
described in the notice given by the Trustee at least twenty (20) days but not more than thirty (30) days
prior to the Conversion Date. Owners of Bonds who do not provide the Trustee and the Developer with
said notice shall he required to tender their Bonds to the Tender Agent for purchase at the Purchase
Price. Accrued interest on the Bonds will be payable on the Conversion Date to the Owners of Bonds
as of the applicable Record Date. Any Bonds not delivered to the Tender Agent on or prior to the
Conversion Date ("Undelivered Bonds"), for which there has been irrevocably deposited in trust with
the Trustee an amount of moneys sufficient to pay the Purchase Price of the Undelivered Bonds, shall
be deemed to have been tendered and purchased at the Purchase Price. IN THE EVENT OF A
FAILURE BY AN OWNER OF BONDS (OTHER THAN AN OWNER OF BONDS WHO HAS
GIVEN NOTICE AS PROVIDED ABOVE) TO DELIVER ITS BONDS ON OR PRIOR TO THE
CONVERSION DATE, SAID OWNER SHALL NOT BE ENTITLED TO ANY PAYMENT
(INCLUDING ANY INTEREST TO ACCRUE SUBSEQUENT TO THE CONVERSION DATE)
OTHER THAN THE PURCHASE PRICE FOR SUCH UNDELIVERED BONDS, AND ANY
UNDELIVERED BONDS SHALL NO LONGER BE ENTITLED TO THE BENEFITS OF THE
ORDINANCE, EXCEPT FOR THE PURPOSE OF PAYMENT OF THE PURCHASE PRICE
THEREFOR.
At any time prior to the first interest payment date following the Conversion Date, an Owner
of Bonds who has given notice of its desire to continue to hold Bonds as provided above, may deliver
this Bond to the Trustee or the Tender Agent, and upon such delivery, the Trustee or the Tender Agent
shall exchange this Bond for a replacement Bond evidencing interest at the Fixed Rate.
On and after March 1, 1985, this Bond shall be purchased, at the option of the owner hereof
("Demand Purchase Option") at the Purchase Price, upon:
(a) delivery to the Trustee at its principal corporate trust office and the Remarketing Agent at
its principal office of a notice (said notice to be irrevocable and effective upon receipt) which states (i)
the aggregate principal amount and the numbers of Bonds to be purchased; and (ii) the date on which
such Bonds are to be purchased, which date shall be a Business Day not prior to the seventh (7th) day
next succeeding the date of delivery of such notice and which date shall be after February 28, 1985, and
prior to the Conversion Date; and
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(b) delivery to the Tender Agent at its office designated for such purpose at or prior to 10:00
a.m., New York City time, on the date designated for such Bonds to be purchased with an appropriate
endorsement for transfer or accompanied by a bond power endorsed in blank, and if such Bonds are to
be purchased prior to the next succeeding interest payment date and after the Record Date in respect
thereof, a due -bill check, payable to bearer, for interest due on such interest payment date.
Any delivery of a notice required to be made to the Trustee at its principal corporate trust
office pursuant to (a) above shall be delivered to the Trustee at P.O. Box 2300, Tulsa, Oklahoma 74192,
Attention: Corporate Trust Department, or to the office designated for such purpose by any successor
Trustee; any delivery of a notice required to be made to the Remarketing Agent at its principal office
pursuant to (a) above shall be delivered to the Remarketing Agent at 800 Market Street, 8th Floor, St.
Louis, Missouri 63101-2607, or to the office designated for such purpose by any successor Remarketing
Agent; and any delivery of Bonds required to be made to the Tender Agent pursuant to (b) above shall
be delivered to the Tender Agent at P.O. Box 2300, Tulsa, Oklahoma 74192, Attention: Corporate Trust
Department, or to the office designated for such purpose by any successor Tender Agent.
This Bond is one of an authorized issue of Bonds limited in aggregate principal amount to
$4,495,000 (the "Bonds") issued for the purpose of financing the City's costs of constructing and
equipping two department stores and parking and other related facilities located in the City of Salina,
Kansas, (such facilities, the "Facilities"), for lease to SALINA CENTRAL MALL LIMITED
PARTNERSHIP (PENNEY'S), an Arkansas limited partnership (the "Developer"), under the terms of
a certain Lease Agreement dated as of December 28, 1984 by and between the City, as party lessor, and
the Developer, as party lessee (which agreement, as from time to time amended and supplemented, is
hereinafter referred to as the "Agreement"), under which the Developer is obligated to pay amounts
which are sufficient to pay the principal and Purchase Price of, premium, if any, and interest on the
Bonds and such other sums as shall be payable under the Ordinance as the same shall become due in
accordance with their terms and provisions and the terms and provisions of the Ordinance.
THIS BOND SHALL NOT BE A GENERAL OBLIGATION OF THE CITY BUT A
LIMITED AND SPECIAL OBLIGATION PAYABLE SOLELY FROM THE AMOUNTS PAYABLE
UNDER THE AGREEMENT AND OTHER AMOUNTS SPECIFICALLY PLEDGED THEREFOR
UNDER THE ORDINANCE, AND SHALL BE A VALID CLAIM OF THE OWNER HEREOF
ONLY AGAINST THE BOND FUND AND OTHER MONEYS HELD BY TRUSTEE AND THE
AMOUNTS PAYABLE UNDER THE AGREEMENT OTHERWISE PLEDGED THEREFOR,
WHICH AMOUNTS ARE PLEDGED, ASSIGNED AND OTHERWISE SECURED FOR THE
EQUAL PAYMENT OF THE BONDS AND SHALL BE USED FOR NO OTHER PURPOSE THAN
TO PAY THE PRINCIPAL OF, PREMIUM, IF ANY, AND INTEREST ON THE BONDS, EXCEPT
AS MAY BE OTHERWISE EXPRESSLY AUTHORIZED IN THE ORDINANCE. THE BONDS
SHALL NOT IN ANY RESPECT BE GENERAL OBLIGATIONS OF THE CITY NOR SHALL
THEY BE PAYABLE IN ANY MANNER BY TAXATION.
THE CITY SHALL BE RELEASED FROM AND DISCLAIMS ANY DUTY,
OBLIGATION OR COMMITMENT, EXPRESS OR IMPLIED, TO INVESTIGATE OR FURNISH
THE PURCHASER OR ANY SUBSEQUENT OWNER OF THIS BOND ANY FINANCIAL
INFORMATION RESPECTING OR CONCERNING THE FINANCIAL STATUS FROM TIME TO
TIME DEVELOPER OR THE BANK, OR ANY TENANTS OR LANDOWNER, AS DEFINED IN
THE AGREEMENT AND THE ORDINANCE.
The Bonds are all issued under and are equally secured by and entitled to the protection of
the Ordinance, pursuant to which all payments due from the Developer to the City under the Agreement
(other than certain indemnification payments and the payment of certain expenses of the City), are
assigned to the Trustee to secure the payment of the principal and Purchase Price of, and premium, if
any, and interest on the Bonds. The Developer has caused to be delivered to the Trustee an irrevocable
Letter of Credit (together with any Substitute Letter of Credit or Substitute Credit Facility, the "Letter
of Credit") issued by the Bank which will expire as specified therein, unless earlier terminated or
extended. Subject to certain conditions, the Letter of Credit may be replaced by a Substitute Letter of
Credit of another commercial bank or savings and loan association or a Substitute Credit Facility.
Under the Letter of Credit, the Trustee will be entitled to draw up to an amount sufficient to pay (a) the
A-
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principal of the Bonds or the portion of the Purchase Price corresponding to the principal of the Bonds;
and (b) up to 120 days' accrued interest (at a maximum rate of 15% per annum) on the Bonds or the
portion of the Purchase Price of the Bonds corresponding to accrued interest thereon. Reference is
hereby made to the Ordinance for a description of the property pledged and assigned, the provisions,
among others, with respect to the nature and extent of the security, the rights, duties and obligations of
the City, the Trustee and the Owners of the Bonds and the terms upon which the Bonds are issued and
secured.
This Bond is transferable by the registered owner hereof in person or by his attorney duly
authorized in writing, at the principal corporate trust office of the Trustee or at the principal corporate
trust office of the Tender Agent, but only in the manner, subject to the limitations and upon payment
of the charges provided in the Ordinance, and upon surrender and cancellation of this Bond. Upon such
transfer a new registered Bond or bonds of authorized denomination or denominations for the same
aggregate principal amount will be issued to the transferee in exchange herefor. The City, the Tender
Agent and the Trustee may deem and treat the registered Owner hereof as the absolute Owner hereof
(whether or not this Bond shall be overdue) for all purposes, and neither the City, the Tender Agent nor
the Trustee shall be bound by any notice or knowledge to the contrary.
Prior to the Conversion Date, the Bonds are issuable as fully registered bonds without
coupons in the denominations of $100,000 or any integral multiple of $5,000 in excess thereof. From
and after the Conversion Date, the Bonds shall be issuable as fully registered bonds without coupons
in the denominations of $5,000 or any integral multiple thereof.
The Bonds are callable for redemption in the event (1) the Facilities or any portion thereof
is damaged or destroyed or taken in a condemnation proceeding to which Section 7.1 of the Agreement
is applied, or (2) the Developer shall exercise its option to cause the Bonds to be redeemed as provided
in Section 11.3 of the Agreement, or (3) the Developer shall be obligated to cause the Bonds to be
redeemed as provided in Section 11.4 of the Agreement. If called for redemption at any time pursuant
to (1) or (2) above, the Bonds shall be subject to redemption by the City on any interest payment date,
in whole or (in the case of redemption pursuant to Section 7.1 of the Agreement) in part, less than all
of such Bonds to be selected in such manner as the Trustee may determine (except as otherwise
provided in the Ordinance), at a redemption price of one hundred percent (100%) of the principal
amount thereof plus accrued interest to the redemption date. If called for redemption at any time
pursuant to (3) above, the Bonds shall be subject to redemption by the City prior to maturity in whole
or any interest payment date within one hundred eighty (180) days after a "Determination of
Taxability", as that term is defined in Section 11.4 of the Agreement, at one hundred percent (100%)
of the aggregate principal amount of Bonds outstanding plus accrued interest to the redemption date.
Reference is hereby made to Section 7.1 of the Agreement for a description of the circumstances under
which certain net proceeds of insurance or condemnation may be paid into the Bond Fund (as defined
in the Ordinance) for full or partial redemption of the Bonds and to Sections 11.3 and 11.4 of the
Agreement for a description of the circumstances under which the Developer may cause or be required
to cause the Bonds to be redeemed.
In addition, the Bonds are subject to mandatory redemption, in whole, on the Automatic
Conversion Date, at 100% of the principal amount thereof, if on or prior to the 20th day prior to the
Automatic Conversion Date (i) the Developer has failed to provide the Trustee with an opinion of
nationally recognized bond counsel to the effect that the proposed conversion of the interest rate on the
Bonds to the Fixed Rate or the Post -Conversion Floating Rate, as the case may be, on the Automatic
Conversion Date will not adversely affect the exemption of the interest on the Bonds from federal
income taxation, or (ii) the Fixed Rate or Post -Conversion Floating Rate, as the case may be, of interest
to be borne by the Bonds on and after the Automatic Conversion Date has not been established in
accordance with the terms of the Ordinance.
On or prior to the Conversion Date, the Bonds are subject to redemption by the City, at the
option of the Developer, at any time on or after September 1, 1985, in whole or in part, less than all of
such Bonds to be selected in such manner as the Trustee shall determine (except as otherwise provided
in the Ordinance), at a redemption price of 100% of the principal amount thereof plus accrued interest
to the date of redemption.
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After the Conversion Date, the Bonds are subject to redemption by the City, at the option of
the Developer, on or after the First Optional Redemption Date (hereinafter defined), in whole at any
time or in part on any interest payment date, less than all of the Bonds to be selected in such manner
as the Trustee shall determine (except as otherwise provided in the Ordinance), at the redemption prices
(expressed as percentages of principal amount) set forth in the following table plus accrued interest to
the redemption date:
Redemption Dates
Redemption
Prices
First Optional Redemption Date through the following November 30
103%
First Anniversary of the First Optional Redemption Date through the following November 30
102%
Second Anniversary of the First Optional Redemption Date through the following November 30
101%
Third Anniversary of the First Optional Redemption Date and thereafter
100%
As used herein, the term "First Optional Redemption Date" means the December 1 occurring
in the year which is a number of years after the Conversion Date equal to 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, multiplied by 1/2 and rounded up to
the nearest whole number, but in no event less than seven (7) years after the Conversion Date.
In the event any of the Bonds or portions thereof are called for redemption as aforesaid,
notice of the call for redemption, identifying the Bonds or portions thereof to be redeemed, shall be
given by the Trustee by mailing a copy of the redemption notice by registered or certified mail at least
fifteen (15) days but not more that sixty (60) days prior to the date fixed for redemption to the owner
of each Bond to be redeemed in whole or in part at the address shown on the registration books. Any
notice mailed as provided above shall be conclusively presumed to have been duly given, whether or
not the owner receives the notice. No further interest shall accrue on the principal of any Bond called
for redemption after the redemption date if Available Moneys (as defined in the Ordinance) sufficient
for such redemption have been deposited with the Trustee. Notwithstanding the foregoing, the notice
requirements contained in the first sentence of this paragraph may be deemed satisfied with respect to
a transferee of a Bond which has been purchased pursuant to the Demand Purchase Option after such
Bond has previously been called for redemption, notwithstanding the failure to satisfy the notice
requirements of the first sentence of this paragraph with respect to such transferee, as more fully
provided in Section 3.03 of the Ordinance.
The Bonds are being issued by means of a book -entry system with no physical distribution
of bond certificates to be made except as provided in the Ordinance. One Bond certificate with respect
to each date on which the Bonds are stated to mature, registered in the nominee name of the Securities
Depository, is being issued and required to be deposited with the Securities Depository and immobilized
in its custody. The book -entry system will evidence positions held in the Bonds by the Securities
Depository's participants, beneficial ownership of the Bonds in authorized denominations being
evidenced in the records of such participants. Transfers of ownership shall be effected on the records
of the Securities Depository and its participants pursuant to rules and procedures established by the
Securities Depository and its participants. The City and the Trustee will recognize the Securities
Depository nominee, while the registered owner of this Bond, as the owner of this Bond for all
purposes, including (i) payments of principal of, and redemption premium, if any, and interest on, this
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Bond, (ii) notices and (iii) voting. Transfers of principal, interest and any redemption premium
payments to participants of the Securities Depository, and transfers of principal, interest and any
redemption premium payments to beneficial owners of the Bonds by participants of the Securities
Depository will be the responsibility of such participants and other nominees of such beneficial owners.
The City and the Trustee will not be responsible or liable for such transfers of payments or for
maintaining, supervising or reviewing the records maintained by the Securities Depository, the
Securities Depository nominee, its participants or persons acting through such participants. While the
Securities Depository nominee is the owner of this Bond, notwithstanding the provision hereinabove
contained, payments of principal of and interest on this Bond shall be made in accordance with existing
arrangements among the City, the Trustee and the Securities Depository.
EXCEPT AS OTHERWISE PROVIDED IN THE ORDINANCE, THIS GLOBAL BOND
MAY BE TRANSFERRED, IN WHOLE BUT NOT IN PART, ONLY TO ANOTHER NOMINEE
OF THE SECURITIES DEPOSITORY OR TO A SUCCESSOR SECURITIES DEPOSITORY OR
TO A NOMINEE OF A SUCCESSOR SECURITIES DEPOSITORY.
The Bonds are issued pursuant to, subject to the restrictions of, and in full compliance with
the Constitution approving, passing and adopting the Ordinance and laws of the State of Kansas,
particularly the Kansas Economic Development Revenue Bond Act, K.S.A. Sections 12-1740, et seq.,
as amended and supplemented, and by appropriate action duly taken by the City authorizing the
execution and delivery of the Agreement and certain other instruments.
THIS BOND SHALL NOT BE IN ANY WAY A DEBT OR LIABILITY OF THE STATE
OF KANSAS OR ANY POLITICAL SUBDIVISION OR INSTRUMENTALITY OF THE STATE
OF KANSAS (OTHER THAN THE CITY) AND SHALL NOT CREATE OR CONSTITUTE ANY
INDEBTEDNESS, LIABILITY OR OBLIGATION OF THE STATE OF KANSAS OR OF ANY
SUCH POLITICAL SUBDIVISION OR INSTRUMENTALITY EITHER LEGAL, MORAL OR
OTHERWISE, BUT THIS BOND SHALL BE A LIMITED AND SPECIAL OBLIGATION OF THE
CITY PAYABLE SOLELY FROM THE MONEYS AND REVENUES RECEIVED FROM THE
FEES CHARGED AND RENTAL RECEIVED FOR THE USE OF THE PROPERTIES AND
FACILITIES PURCHASED, ACQUIRED, CONSTRUCTED, RECONSTRUCTED, IMPROVED,
EQUIPPED, FURNISHED, REPAIRED, ENLARGED OR REMODELED WITH THE PROCEEDS
OF THE BONDS, IN PART, AND THE OTHER FUNDS PROVIDED THEREFOR, AS SET FORTH
HEREIN AND IN THE ORDINANCE AND NOT FROM ANY OTHER FUND OR SOURCE.
NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE STATE OF KANSAS
OR ANY POLITICAL SUBDIVISION OR INSTRUMENTALITY OF THE STATE OF KANSAS
OR OF THE CITY IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF THIS BOND OR
THE INTEREST OR ANY PREMIUM HEREON OR OTHER COSTS INCIDENT HERETO NOR
SHALL THE BONDS BE PAYABLE IN ANY MANNER. BY TAXATION.
Notwithstanding anything to the contrary contained herein or in the Ordinance, the
Agreement, or in any other instrument or document executed by or on behalf of the City in connection
herewith, no stipulation, covenant, agreement or obligation contained herein or therein shall be
construed to impose on the City any duty or obligation to levy or impose any taxes either to meet any
obligation contained herein or to pay the principal of, premium, if any, and interest on the Bonds or be
construed as a stipulation, obligation or covenant, agreement or obligation of any present or future
official, commissioner, member, trustee, officer, official or employee or agent of the City or any
incorporator, trustor, member, director, trustee, officer or employee or agent of any successor to the
City, in any such person's individual capacity, and no such person, in his individual capacity, shall be
liable personally for any breach or non -observance of or for any failure to perform, fulfill or comply
with any such stipulations, covenants, agreements or the principal or, premium, if any, or interest on
any of the Bonds or for any claim based thereon or on any such stipulation, covenant, agreement or
obligation, against any such person, in his individual capacity, either directly or through the City or any
successor to the City under any rule of law or equity, statute or constitution or by the enforcement of
any assessment or penalty or otherwise, and all such liability of any such person, in his individual
capacitor, is hereby expressly waived and released.
Comdq salma
The Owner of this Bond shall have no right to enforce the provisions of the Ordinance or to
institute action to enforce the covenants therein, or to take any action with respect to any default under
the Ordinance, or to institute, appear in or defend any suit or other proceedings with respect thereto,
unless certain circumstances described in the Ordinance shall have occurred. In certain events, on the
conditions, in the manner and with the effect set forth in the Ordinance, the principal of all the Bonds
issued under the Ordinance and then outstanding may become or may be declared due and payable
before the stated maturity thereof, together with interest accrued thereon.
The Ordinance permits, with certain exceptions as therein provided, the amendment thereof
and the modification of the rights and obligations of the City and the rights of the Owners of the Bonds
at any time by the City with the consent, among others, of the Bank and the holders of two-thirds in
aggregate principal amount of the Bonds at the time outstanding. Any such consent or any waiver by
the Bank and the holders of two-thirds in aggregate principal amount of the Bonds shall be conclusive
and binding upon the Owner and upon all future Owners of this Bond and of any Bond issued in
replacement hereof whether or not notation of such consent or waiver is made upon this Bond. The
Ordinance also contains provisions which, subject to certain conditions, permit or require the Trustee
to waive certain past defaults under the Ordinance and their consequences.
It is hereby certified, recited 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 Ordinance and the
issuance of this Bond do exist, have happened and have been properly done and performed in due time,
form and manner and do exist in due and regular form and manner as required by the Constitution and
Laws of the State of Kansas; that the issuance of this Bond and the issue of which it forms a part,
together with all other obligations of the City, does not exceed or violate any constitutional or statutory
limitation; and that the amounts payable under the Agreement, and pledged to the payment of the
principal of and premium, if any, and interest on this Bond and the issue of which it forms a part, as the
same become due, will be sufficient in amount for that purpose.
This Bond shall not be valid or become obligatory for any purpose or be entitled to any
security or benefit under the Ordinance until the certificate of authentication hereon shall have been
signed by the Trustee or the Tender Agent, as authenticating agents, pursuant to the Ordinance.
IN WITNESS WHEREOF, the City of Salina, Kansas, by its governing body, has caused this Bond to
be signed by the manual or facsimile signature of its Mayor and attested by the manual or facsimile
signature of its City Clerk, and its corporate seal to be affixed hereto or imprinted hereon, the 3'
day of �' ,vu r- , 2000.
CITY OF ALINA, KANSAS
y: By:
a R. Weber, Acting City Clerk
(SEAL)
STATE OF KANSAS )
SS.
COUNTY OF SALINE )
" xA_'.
Alan Jilk Vice Iayor
I, the undersigned, City Clerk of the City of Salina, Kansas, hereby certify that the within Revenue
Bond (SALINA CENTRAL MALL LIMITED PARTNERSHIP (PENNEY' S) PROJECT), Series 1984,
of the City of Salina, Kansas, has been duly registered in my office according to law.
WITNESSETH my hand and official seal thisy"day of
2000.
(S E
B ara R. Weber, Acting City Clerk
(Form of Certificate of Authentication)
CERTIFICATE OF AUTHENTICATION
This Bond is one of the Bonds of the issue described in the within -mentioned Ordinance of the City of
Salina, Kansas.
, BANK OF OKLAHOMA, TULSA, N.A.,
as Co -Authenticating Agent as Trustee and as Authenticating Agent
Authorized Officer
(Form for Transfer)
Authorized Officer
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
Print or Type Name, Address and Social Security Number
or other Taxpayer Identification Number of Transferee
the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints
agent to transfer the within Bond on the books kept by the Paying Agent for
the registration thereof, with full power of substitution in the premises.
Dated:
NOTICE: The signature to this assignment must correspond with the name of the Registered Owner as
it appears upon the face of the within Bond in every particular.
Signature Guaranteed By:
(Name of Eligible Guarantor Institution as defined by SEC Rule 17 Ad -15 (17 CFR 240.17 Ad -15))
By:
Title:
I:!