Loading...
99-9962 Amend IRB(Published in the Salina Journal January6r, 2000) ORDINANCE NUMBER 99-9962 AN ORDINANCE AMENDING AND SUPPLEMENTING ORDINANCE NO. 84-9052 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 (DILLARD'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 (DILLARD'S), AND BY MAKING CERTAIN OTHER MINOR CHANGES TO ORDINANCE NO. 84-9052. WHEREAS, pursuant to K.S.A. Section 12-1740 to 1749a, as amended, the City of Salina, Kansas (the "City") passed Ordinance No. 84-9052 on November 26, 1984 ("Original Ordinance"), authorizing the issuance of $5,505,000 principal amount of Salina, Kansas, Revenue Bonds (Salina Central Mall Limited Partnership (Dillard'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 (Dillard's) (the "Developer") pursuant to a Lease Agreement dated as of November 27, 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 (DILLARD'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. (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 C=NdMM Saline 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 November 27, 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 November 27, 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. canadimrea�saNna (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 ) conaaiaa Saha I, the undersigned, City Clerk of the City of Salina, Kansas, hereby certify that the within Revenue Bond (SALIVA CENTRAL MALL LIMITED PARTNERSHIP (DILLARD'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: SECTION2.12. 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 C.W&MU. 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. commaerea�sanne 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 request of the Developer, the Trustee or the City, or of the successor, execute c�wn�asau� 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. CITY OF SALINA, KANSAS SEAL ATTEST: R. Weber, Acting City Clerk Introduced: December 20, 1999 Passed: January 3, 2000 By: a 6 . '.' 'dL Alan Ji , Vice ayor ConwliEekbu". ORDINANCE NUMBER 99-9962 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 (SALIVA CENTRAL MALL LIMITED PARTNERSHIP (DILLARD' 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 HEREIN. 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 or registered assigns ("Owner of the Bond"), on December 1, 2014, 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 November 27, 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 herein below) 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 November 27, 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. 84-9052 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 coaaaoaia�saima 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. 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 F-19 Conadgeteb6ea (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 $5,505,000 (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 (DILLARD'S), an Arkansas limited partnership (the "Developer"), under the terms of a certain Lease Agreement dated as of November 27, 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- ConsdiEa�eO�Sellna 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. F.111 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 Conw daw Sahna 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 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 herein above 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. C.0. 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 day of ;v,vaa , 2000. CITY SALINA, KANSAS V. By: b 0A b a R. Weber, Acting City Clerk Alan Jilka, Vife May (S E A L) STATE OF KANSAS ) SS. COUNTY OF SALINE ) I, the undersigned, Acting City Clerk of the City of Salina, Kansas, hereby certify that the within Revenue Bond (SALINA CENTRAL MALL LIMITED PARTNERSHIP (DILLARD'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 rd day of 2000. (S E AJ4--) 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 •2 :A Authorized Officer (Form for Transfer) 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: A-