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1 Gilmore & Bell, P.C. 10/14/2015 ESCROW TRUST AGREEMENT BETWEEN CITY OF WJCIDTA, KANSAS AND SECURITY BANK OF KANSAS CITY WICHITA, KANSAS as Escrow Agent DATED AS OF NOVEMBER 1, 2015 Entered in Connection with the Issuance of WATER AND SEWER UTILITY REFUNDING REVENUE BONDS SERIES 2015D J LN\ \ET A (I )

2 ESCROW TRUST AGREEMENT THIS ESCROW TRUST AGREEMENT, dated as of November 1, 2015, by and between the City of Wichita, Kansas, a municipal corporation organized and existing under the laws of the State of Kansas (the "Issuer"), and Security Bank of Kansas City, a state banking corporation with an office located in Wichita, Kansas, and having fuii trust powers, as Escrow Agent (the "Escrow Agent"). WITNESSETH: WHEREAS, the Issuer has heretofore duly authorized and issued the Refunded Bonds; and WHEREAS, the Refunded Bonds will mature (or will be subject to redemption prior to maturity) and will have interest payable in the amounts and at the times shown in the Verification Report; and WHEREAS, pursuant to the Bond Resolution, the Issuer authorized the issuance and delivery of the Bonds for the purpose of providing funds, together with other funds of the Issuer and investment earnings thereon, to pay the principal of, redemption premium, if any, and interest on the Refunded Bonds, including the purchase of non-caiiable direct obligations of the United States of America described in the Verification Report. NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants hereinafter set forth, the parties hereto agree as foiiows: 1. Definitions. In addition to the defmitions contained in the Bond Resolution, the following words and terms used in this Escrow Agreement shall have the following meanings, unless the context or use indicates another or different meaning: "Agreement" means this Escrow Trust Agreement. "Bond Payment Date" means any date on which any principal of, or interest on, any of the Refunded Bonds is due and payable. "Bond Counsel" means the firm of Gilmore & Bell, P.C., or any other attorney or firm of attorneys with a nationally recognized standing in the field of municipal bond financing selected by the Issuer. "Bond Resolution" means coiiectively Ordinance No and Resolution No of the Issuer authorizing issuance of the Bonds. "Bonds" means the Water and Sewer Utility Refunding Revenue Bonds, Series 2015D, of the Issuer authorized by the Bond Resolution. "Code" means the Internal Revenue Code of 1986, as amended. ''Escrow Agent" means Security Bank of Kansas City, Wichita, Kansas and its successor or successors at the time acting as the Escrow Agent under this Agreement. JLN\ \ETA ( )

3 "Escrow Fund" means the fund by that name created in Section 3 of this Agreement. "Escrowed Securities" means the securities that satisfy the requirement of Defeasance Obligations as set forth in the Refunded Bonds Resolution, which are listed in the Verification Report, and any Substitute Escrowed Securities. "Issuer" means the City of Wichita, Kansas. "Municipal Advisor" means Springsted Incorporated, St. Paul, Minnesota. "Paying Agent" means the State Treasurer, the respective paying agent for each series of the Refunded Bonds as designated in the respective Refunded Bond Resolution, and any successor or successors at the time acting as paying agent for any of the Refunded Bonds. "Purchaser" means Hutchinson, Shockey, Erley & Co., Chicago, Illinois, the original purchaser of the Bonds, and any successor and assigns. "Redemption Date" means October 1, "Refunded Bond Resolution" means the Series 2008A Bond Resolution. "Refunded Bonds" means the Series 2008A Bonds maturing in the years 2016 to 2032, inclusive, in the aggregate principal amount of $23,255,000. "Series 2008A Bond Resolution" means collectively the Issuer's Ordinance No and Resolution No , which authorized the Series 2008A Bonds. "Series 2008A Bonds" means the Issuer's Water and Sewer Utility Revenue Bonds, Series 2008A, dated April 1, "Substitute Escrowed Securities" means securities that satisfy the requirement of Defeasance Obligations as set forth in the Refunded Bonds Resolution, which have been acquired by the Escrow Agent and substituted for Escrowed Securities in accordance with Section 8 of this Agreement. "SLGS" means United States Treasury Obligations - State and Local Government Series. "Verification Report" means the verification report referenced in Section 4 hereof, a copy of which is attached hereto as Schedule Receipt of Bond Resolutions. Receipt of an executed counterpart of the Bond Resolution and copy of the Refunded Bond Resolution, certified as true and correct by the Clerk of the Issuer, is hereby acknowledged by the Escrow Agent, and reference herein to, or citation herein of, any provision of said documents shall be deemed to incorporate the same as a part hereof in the same manner and with the same effect as if they were fully set forth herein. 3. Creation of the Escrow Fund. There is hereby created and established with the Escrow Agent the following special and irrevocable separate trust fund to be held in the custody of the Escrow Agent and designated as the "Escrow Fund for Water and Sewer Utility Revenue Bonds, Series 2008A." J LN\ \IT A (I ) ) 2

4 4. Verification Report. Robert Thomas, CPA, LLC, Certified Public Accountants, have verified the mathematical computations performed by the Municipal Advisor which demonstrate that the cash held in the Escrow Fund, together with the maturing Escrowed Securities and interest to accrue thereon, will be sufficient to pay all principal of, redemption premium, if any, and interest on the Refunded Bonds on the respective Bond Payment Dates. A copy of such report is attached hereto as Schedule Deposits to the Escrow Fund. Concurrently with the execution and delivery of this Agreement, and pursuant to the provisions of the Bond Resolution, the Issuer herewith deposits with the Escrow Agent, and the Escrow Agent acknowledges receipt and deposit into the Escrow Fund of, proceeds of the Bonds in the amount of $24,264,880.77, and other money contributed by the Issuer in the amount of$1,084,806.26, aggregating the amount of$25,349, The Escrow Agent shall apply such amount as follows: (a) $25,349, shall be used to purchase the Escrowed Securities described in the Verification Report, which shall be delivered to and deposited in the Escrow Fund. (b) $ shall be held uninvested in the Escrow Fund as a beginning balance. 6. Creation of Lien. The Escrow Fund shall be irrevocable. The owners of the Refunded Bonds are hereby granted an express lien on, and security interest in, the Escrowed Securities and the cash in the Escrow Fund and all earnings thereon until used and applied in accordance with this Agreement. The matured principal of, and earnings on, the Escrowed Securities and any cash in the Escrow Fund are hereby pledged and assigned, and shall be applied solely for the payment of the principal of, redemption premium, if any, and interest on the Refunded Bonds. 7. Application of Cash and Escrowed Securities in the Escrow Fund. (a) Except as otherwise expressly provided in this Section or in Section 8 hereof, the Escrow Agent shall have no power or duty to invest any money held hereunder or to sell transfer or otherwise dispose of any Escrowed Securities. (b) On or prior to the Business Day preceding each Bond Payment Date, the Escrow Agent shall withdraw from the Escrow Fund an amount equal to the principal of, redemption premium, if any, and interest on the Refunded Bonds becoming due and payable on such Bond Payment Date or the Redemption Date, as set forth in the Verification Report and Schedule 2 attached hereto, and shall forward such amount to the offices of the respective Paying Agent, so that immediately available funds will reach the offices of the Paying Agent on or before 12:00 Noon, Central time on the Business Day preceding such Bond Payment Date and the Redemption Date. In order to make the payments required by this subsection (b), the Escrow Agent is hereby authorized to redeem or otherwise dispose of Escrowed Securities in accordance with the maturity schedules in the Verification Report. The liability of the Escrow Agent to make the payments required by this subsection (b) shall be limited to the money and Escrowed Securities in the Escrow Fund. (c) In the event that the principal of or interest on any of the Escrowed Securities is not timely paid, the Escrow Agent shall immediately make written demand on the provider thereof or any guarantor thereof. (d) Notwithstanding any other provisions of this Agreement, the Issuer and the Escrow Agent hereby covenant that no part of the proceeds of the Bonds or of the money or funds in the Escrow Fund shall be used, at any time, directly or indirectly, in a manner which, if such use had been reasonably JLN\ \ET A ( I 0- ~-4-1 5) ) 3

5 anticipated on the date of issuance of the Bonds would have caused any of the Bonds to be an "arbitrage bond" under Section 148 of the Code. (e) Upon the payment in full of the principal of, redemption premium, if any, and interest on Refunded Bonds, all remaining money together with any interest thereon, shall be transferred to the Issuer to be applied by the Issuer in accordance with law. 8. Substitute Escrowed Securities. (a) In the event that any of the Escrowed Securities are not available for delivery on the date of the issuance of the Bonds, the Escrow Agent is directed to accept substitute securities in lieu thereof, provided: (1) the substitute securities are non-callable direct obligations of the United States of America, (2) the maturing principal of and interest on such substitute securities (excluding any interest after any optional call date) is equal to or greater than the maturity value of such unavailable Escrowed Securities, (3) principal of and interest on the substitute securities is payable on or before the maturity date of the unavailable Escrowed Securities, and ( 4) the Issuer and Bond Counsel in writing approve such substitution. If the original Escrowed Securities become available and are tendered to the Escrow Agent by or on behalf of the Municipal Advisor, the Escrow Agent shall accept such Escrowed Securities, shall return the substitute securities as directed by such Municipal Advisor and shall notify Bond Counsel and the Issuer of the transaction. (b) At the written request of the Issuer and upon compliance with the conditions hereinafter stated, the Escrow Agent shall have the power to sell, transfer, request the redemption of or otherwise dispose of the Escrowed Securities and to substitute for the Escrowed Securities solely cash or Substitute Escrowed Securities. The Escrow Agent shall purchase such Substitute Escrowed Securities with the proceeds derived from the sale, transfer, disposition or redemption of the Escrowed Securities together with any other funds available for such purpose. The substitution may be effected only if: (1) the substitution of the Substitute Escrowed Securities for the original Escrowed Securities occurs simultaneously; (2) the Escrow Agent shall receive from an independent certified public accountant acceptable to the Escrow Agent in its reasonable judgment a certification, satisfactory in form and substance to the Escrow Agent, to the effect that after such substitution, (A) the principal of and interest on the Escrowed Securities to be held in the Escrow Fund after the substitution (including Substitute Escrowed Securities to be acquired), together with any other money to be held in the Escrow Fund after such transaction, will be sufficient to pay all remaining principal of, redemption premium, if any, and interest on the Refunded Bonds pursuant to the Verification Report and Schedule 2 hereto, and (B) the amounts and dates of the anticipated transfers from the Escrow Fund to the Paying Agent for the Refunded Bonds will not be diminished or postponed thereby; and (3) the Escrow Agent shall receive a written opinion of Bond Counsel to the effect that such substitution is permitted under this Agreement and would not cause the interest on either the Bonds or the Refunded Bonds to become included in gross income for purposes of federal income taxation under then existing law. In the event that any such substitution results in cash held in the Escrow Fund in excess of the cash required for the certification of an independent certified public accountant referred to in this subsection (b) (as evidenced by such certification), the Escrow Agent shall, at the request of the Issuer, withdraw such excess from the Escrow Fund and pay such excess to the Issuer, and the Issuer shall apply such excess as provided by law; provided that, in the written opinion of Bond Counsel delivered to the Escrow Agent, such withdrawal and application will not be contrary to State law and will not cause the interest on the Bonds or the Refunded Bonds to become included in gross income for purposes of federal income taxation. JLN\ \ETA ( ) ) 4

6 9. Redemption of Refunded Bonds. The Escrow Agent acknowledges that: (1) the Issuer has notified the Escrow Agent that the Issuer has elected to call the Refunded Bonds described in Schedule 2 hereto for redemption and payment prior to maturity, on the applicable Redemption Date, in accordance with the Refunded Bond Resolution; and (2) the Issuer has directed the Escrow Agent to notify the Paying Agent not less than 45 days and not more than 90 days prior to each Redemption Date of such call for redemption so that the Paying Agent may cause notice of the call for redemption and payment of the Refunded Bonds to be given on behalf of the Issuer in the manner provided in the Refunded Bond Resolution. The Escrow Agent agrees to give notice of said redemption of the Refunded Bonds, in substantially the form of Exhibit A attached hereto, on behalf of the Issuer. The Escrow Agent is further directed by the Issuer to give additional notice of defeasance in substantially the form of Exhibit B attached hereto, to the Paying Agent and to Robert W. Baird & Co., Inc., Red Bank, New Jersey, the original purchaser of the Refunded Bonds and Assured Guaranty Corp., the Bond Insurer of the Refunded Bonds, not more than 1 0 days after November 12, Notice shall also be given to certain repositories in order to comply with the provisions of Rule 15c2-12 of the Securities and Exchange Commission in substantially the form of Exhibit C attached hereto. Additional notice is for convenience in facilitating said redemption and defeasance; fai lure to give such notice as aforesaid, or any defect therein, shall not affect the validity of any proceedings for the redemption and defeasance of the Refunded Bonds. 10. Reports of the Escrow Agent. As long as any of the Refunded Bonds, together with the interest thereon, have not been paid in full, the Escrow Agent shall, at least sixty (60) days prior to each Bond Payment Date, determine the amount of money which will be available in the Escrow Fund to pay the principal of, redemption premium, if any, and interest on the Refunded Bonds on the next Bond Payment Date or Redemption Date. In the event that funds are not sufficient to make the required payments on such Bond Payment Date or Redemption Date, the Escrow Agent shall certify in writing to the Issuer (a) the amount so determined and (b) a list of the moneys and Escrowed Securities held by the Escrow Agent in the Escrow Fund on the date of such certification, including all moneys held by it which were received as interest or profit from Escrowed Securities. On or prior to the Redemption Date, the Escrow Agent shall provide to the Issuer a certificate verifying dissemination of notice to the Paying Agent as required in Sectioll 9 hereof. 11. Liability of Escrow Agent. (a) The Escrow Agent shall not be liable for any loss resulting from any investment, sale, transfer or other disposition made pursuant to this Agreement in compliance with the provisions hereof. The Escrow Agent shall have no lien whatsoever on, or right of set-off with respect to, any of the moneys or Escrowed Securities on deposit in the Escrow Fund for the payment of fees and expenses for services rendered by the Escrow Agent under this Agreement or otherwise. (b) The Escrow Agent shall not be liable for the accuracy of the calculations as to the sufficiency of the Escrowed Securities and moneys to pay the Refunded Bonds. So long as the Escrow Agent applies the Escrowed Securities and moneys held in the Escrow Fund as provided herein, the Escrow Agent shall not be liable for any deficiencies in the amounts necessary to pay the Refunded Bonds. (c) In the event of the Escrow Agent's failure to account for any of the Escrowed Securities or moneys received by it, said Escrowed Securities or moneys shall be and remain the property of the Issuer in trust for the Owners of the Refunded Bonds and if, for any reason, such Escrowed Securities or moneys are not applied as herein provided, the assets of the Escrow Agent shall be impressed with a trust for the amount thereof until the required application shall be made. JLN\ \ETA ( I ) ) 5

7 (d) The Escrow Agent shall not be responsible for any action or failure to take action on the part of the Paying Agent. In event of the Escrow Agent's failure to give notice to the Paying Agent to give notice of redemption as required in Section 9 hereof, the Escrow Agent shall be liable for any loss, expense or cost to the Issuer, including the payment of additional interest on the Refunded Bonds. Notwithstanding the foregoing subsections, the Escrow Agent shall not be relieved of liability arising from, and proximate to, its failure to comply fully with the tenns of this Agreement. 12. Fees and Costs. The aggregate amount of the costs, fees and expenses of the Escrow Agent in connection with the creation of the escrow described in and created by this Agreement and in carrying out any of the duties, tenns or provisions of this Agreement is a one-time fee in the amount of $1,500, which amount shall be paid from money on deposit in the Costs oflssuance Account established by the Bond Resolution concurrently with the issuance and delivery of the Bonds. Notwithstanding the preceding, the Escrow Agent shall be entitled to reimbursement from the Issuer of reasonable out-ofpocket, legal or extraordinary expenses incurred in carrying out the duties, tenns or provisions of this Agreement. Claims for such reimbursement may be made to the Issuer and in no event shall such reimbursement be made from funds held by the Escrow Agent pursuant to this Agreement. 13. Resignation or Removal of Escrow Agent; Successor Escrow Agent. The Escrow Agent at the time acting hereunder may at any time resign and be discharged from its duties and responsibilities hereby created by giving written notice by registered or certified mail to the Issuer and the Paying Agent (who shall cause notice to be given to the Owners of the Refunded Bonds by first-class mail) not less than 60 days prior to the date when the resignation is to take effect. Such resignation shall take effect immediately upon the acceptance of the Issuer of the resignation, the appointment of a successor Escrow Agent (which may be a temporary Escrow Agent) by the Issuer, the acceptance of such successor Escrow Agent of the tenns, covenants and conditions of this Agreement, the transfer of the Escrow Fund, including the money and Escrowed Securities held therein, to such successor Escrow Agent and the completion of any other actions required for the principal of and interest on the Escrowed Securities to be made payable to such successor Escrow Agent rather than the resigning Escrow Agent. The Escrow Agent may be removed at any time by an instrument or concurrent instruments in writing, delivered to the Escrow Agent and the Issuer and signed by the owners of a majority in principal amount of the Refunded Bonds then outstanding; provided that written notice thereof is mailed on or before the date of such removal by first-class mail, postage prepaid, to all Owners of such Refunded Bonds, who are not parties to such instruments. The Escrow Agent may also be removed by the Issuer if the Escrow Agent fails to make timely payment of available moneys on any Bond Payment Date to the Paying Agent of the amounts required to be paid by it on such Bond Payment Date by Section 7(b) of this Agreement; provided that written notice thereof is mailed on or before the date of such removal by firstclass mail, postage prepaid, to the Paying Agent and to all Owners of such Refunded Bonds, who are not parties to such instruments. Any removal pursuant to this paragraph shall become effective upon the appointment of a successor Escrow Agent (which may be a temporary successor Escrow Agent) by the Issuer, the acceptance of such successor Escrow Agent of the tem1s, covenants and conditions of this Agreement, the transfer of the Escrow Fund, including the money and Escrowed Securities held therein, to such successor Escrow Agent and the completion of any other actions required for the principal of and interest on the Escrowed Securities to be made payable to such successor Escrow Agent rather than the Escrow Agent being removed. If the Escrow 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 hereunder, or in case the Escrow Agent shall be taken under the control of any public officer or officers, or of a receiver appointed by a court, the Issuer shall appoint a temporary Escrow Agent to fill such vacancy until a successor Escrow Agent shall be appointed by the Issuer in the manner above provided, and any such temporary Escrow JLN\ \ETA ( ) ) 6

8 Agent so appointed by the Issuer shall immediately and without further act be superseded by the successor Escrow Agent so appointed. If no appointment of a successor Escrow Agent or a temporary successor Escrow Agent shall have been made by the Issuer pursuant to the foregoing provisions of this Section within 60 days after written notice of resignation of the Escrow Agent has been given to the Issuer or instrument of removal has been delivered to the Escrow Agent, the Owner of any of the Refunded Bonds or any retiring or removed Escrow Agent may apply to any court of competent jurisdiction for the appointment of a successor Escrow Agent, and such court may thereupon, after such notice, if any, as it shall deem proper, appoint a successor Escrow Agent. No successor Escrow Agent shall be appointed unless such successor Escrow Agent shall be a corporation with trust powers authorized to do business in the State of Kansas (as required by K.S.A a, as amended), and organized under the banking laws of the United States or the State of Kansas and shall have at the time of appointment capital and surplus of not Jess than $10,000,000. Every successor Escrow Agent appointed hereunder shall execute, acknowledge and deliver to its predecessor and to the Issuer an instrument in writing accepting such appointment hereunder, and thereupon such successor Escrow Agent without any further act, deed or conveyance shall become fully vested with all the rights, immunities, powers, trusts, duties and obligations of its predecessor, but such predecessor shall, nevertheless, on the written request of such successor Escrow Agent or the Issuer, execute and deliver an instrument transferring to such successor Escrow Agent all the estates, properties, rights, powers and trusts of such predecessor hereunder, and every predecessor Escrow Agent shall deliver all securities and money held by it to its successor. Should any transfer, assignment or instrument in writing from the Issuer be required by any successor Escrow Agent for more fully and certainly vesting in such successor Escrow Agent the estates, rights, powers and duties hereby vested or intended to be vested in the predecessor Escrow Agent, any such transfer, assignment and instruments in writing shall, on request, be executed, acknowledged and delivered by the Issuer. Any corporation into which the Escrow Agent, or any successor to it of the duties and responsibilities created by this Agreement, may be merged or converted or with which it or any successor to it may be consolidated, or any corporation resulting from any merger, conversion, consolidation or reorganization to which the Escrow Agent or any successor to it may be a party, shall, if satisfactory to the Issuer, be the successor Escrow Agent under this Agreement without the execution or filing of any paper or any other act on the part of the parties hereto, anything herein to the contrary notwithstanding. The Issuer shall immediately notify the Rating Agency and the Bond Insurer upon receipt of written notice in accordance with this Section which would result in the resignation, removal, dissolution, liquidation or the incapability of action hereunder of the Escrow Agent and appointment of any successor Escrow Agent. In the event of resignation or removal of the Escrow Agent, a portion of the amount paid to the Escrow Agent pursuant to the preceding section shall be returned to the Issuer, such portion to be computed by multiplying the fee specified in the preceding section by the ratio of the number of months which the trust created by this Agreement will continue from the effective date of such resignation or removal to the entire term of such trust. Of the amount paid to the Escrow Agent, one-fourth of the onetime fee shall be treated as the initial set up fee and is not refundable. 14. Amendments to this Agreement. This Agreement is made for the benefit of the Issuer and the Owners from time to time of the Refunded Bonds and it shall not be repealed, revoked, altered or amended without the written consent of all such Owners, the Escrow Agent and the Issuer; provided, JLN\ \ETA ( ) ) 7

9 however, that the Issuer and the Escrow Agent may, without the consent of, or notice to, such Owners, enter into such agreements supplemental to this Agreement as shall not adversely affect the rights of such Owners and as shall not be inconsistent with the terms and provisions of this Agreement, for any one or more of the following purposes: (a) to cure any ambiguity or formal defect or omission in this Agreement; (b) to grant to, or confer upon, the Escrow Agent for the benefit of the Owners of the Refunded Bonds, any additional rights, remedies, powers or authority that may lawfully be granted to, or conferred upon, such Owners or the Escrow Agent; and (c) to subject to this Agreement additional funds, securities or properties. The Escrow Agent shall be entitled to rely exclusively upon an unqualified written opinion of Bond Counsel with respect to compliance with this Section, including the extent, if any, to which any change, modification, addition or elimination affects the rights of the Owners of the Refunded Bonds, or that any instrument executed hereunder complies with the conditions and provisions of this Section. The Escrow Agent shall notify the Rating Agency and the Bond Insurer in writing prior to the execution of any amendment to this Agreement. 15. Indemnification. The Issuer hereby assumes liability for, and hereby agrees (whether or not any of the transactions contemplated hereby are consummated) to indemnify, protect, save and hold ham1less the Escrow Agent and its respective successors, assigns, agents and servants, from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs, expenses and disbursements (including legal fees, expenses and disbursements) of whatsoever kind and nature which may be imposed on, incurred by, or asserted against, at any time, the Escrow Agent (whether or not also indemnified against the same by the Issuer or any other person under any other agreement or instrument) and in any way relating to or arising out of the execution and delivery of this Agreement, the establishment of the Escrow Fund, the acceptance of the moneys and securities deposited therein, the purchase of the Escrowed Securities, the retention of the Escrowed Securities or the proceeds thereof and any payment, transfer or other application of moneys or securities by the Escrow Agent in accordance with the provisions of this Agreement; provided however, that the Issuer shall not be required to indemnify the Escrow Agent against the Escrow Agent's own negligence or willful misconduct; further provided that such indemnity shall be subject to the provisions of and the limitations contained in the Kansas Tort Claims Act (K.S.A et seq.). In no event shall the Issuer be liable to any person by reason of the transactions contemplated hereby other than to the Escrow Agent as set forth in this Section 15. The indemnities contained in this Section 15 shall survive the termination of this Agreement. The Escrow Agent and its respective successors, assigns, agents, directors, officers, employees and servants shall not be held to any personal liability whatsoever, in tort, contract or otherwise, in connection with the execution and delivery of this Agreement, the establishment of the Escrow Fund, the acceptance of the moneys deposited therein, the purchase of the Escrowed Securities, the retention of the Escrowed Securities or the proceeds thereof or any payment, transfer or other application of the moneys or securities held by the Escrow Agent in accordance with the provisions of this Agreement or by reason of any non-negligent act, omission or error of the Escrow Agent made in good faith in the conduct of its duties. The duties and obligations of the Escrow Agent shall be detennined by the express provisions of this Agreement. The Escrow Agent may consult with counsel who may or may not be counsel to the Issuer, and in reliance upon the opinion of such counsel shall have full and complete authorization and protection in respect of any action taken, suffered or omitted by it in good faith in accordance therewith. Whenever the Escrow Agent shall deem it necessary or desirable that a matter be proved or established JLN\ \ETA ( ) ) 8

10 prior to taking, suffering or omitting any action under this Agreement, such matter may be deemed to be conclusively established by a certificate signed by an authorized officer of the Issuer. 16. Notices. Except as otherwise provided herein, it shall be sufficient service of any notice, request, complaint, demand or other paper required by the Bond Resolution or this Agreement to be given to or filed with the parties hereto or any entity referenced herein if the same shall be duly mailed by certified mail, postage prepaid, return receipt requested, addressed to the Notice Representative at the Notice Address (as said terms are defined in the Bond Resolution). 17. Termination. This Agreement shall terminate when all transfers required to be made by the Escrow Agent under the provisions hereof shall have been made. 18. Severability. If any one or more of the covenants or agreements provided in this Agreement on the part of the Issuer or the Escrow Agent to be performed should be determined by a court of competent jurisdiction to be contrary to law, such covenant or agreement shall be deemed and construed to be severable from the remaining covenants and agreements herein contained, and shall in no way affect the validity of the remaining provisions of this Agreement. 19. Successors and Assigns. All of the covenants, promises and agreements in this Agreement contained by or on behalf of the Issuer or by or on behalf of the Escrow Agent shall be binding upon, and inure to the benefit of, their respective successors and assigns, whether or not so expressed. 20. Governing Law. This Agreement shall be governed by, and be construed in accordance with, the laws of the State of Kansas. 21. Headings. Any headings preceding the text of the several Sections hereof or marginal notes appended to copies hereof, shall be solely for convenience of reference, and shall not constitute a part of this Agreement, nor shall they affect its meaning, construction or effect. 22. Counterparts. This Agreement may be executed in several counterparts, all or any of which shall be regarded, for all purposes, as one original, and shall constitute and be but one and the same instrument. [BALANCE OF THIS PAGE INTENTIONALLY LEFT BLANK] JLN\ \ETA ( ) ) 9

11 IN WITNESS WHEREOF, the parties hereto have each caused this Agreement to be executed in counterpart by their duly authorized officers or elected officials, and their corporate seals to be hereunder affixed and attested as of the date first above written. CITY OF WICIDTA, KANSAS Karen Sublett, City Clerk J LN\ \ET A (Signature Page to Escrow Trust Agreement)

12 IN WITNESS WHEREOF, the parties hereto have each caused this Agreement to be executed in counterpart by their duly authorized officers as of the date first above written. SECURITY BANK OF KANSAS CITY WICHITA, KANSAS as Escrow Agent By: ~~-~ Title: Vice President JLN\ \ET A (Signature Page to Escrow Trust Agreement)

13 SCHEDULEJ TO ESCROW TRUST AGREEMENT VERIFICATION REPORT JLN\ \ETA ( ) S-1-1

14 Robert Thomas CPA, LLC Certified Public Accountants CITY OF WICHITA, KANSAS Verification Report November 12, 2015

15 Robert Thomas CPA, LLC Certified Public Accountants INDEPENDENT ACCOUNTANT'S VERIFICATION REPORT November 12,2015 City of Wichita, Kansas ("Issuer") Wichita, Kansas Springsted Incorporated ("Financial Advisor") St. Paul, Minnesota Treasurer of the State of Kansas ("Paying Agent") Topeka, Kansas Security Bank of Kansas City ("Escrow Trustee") Wichita, Kansas Gilmore & Bell P.C. ("Bond Counsel") Wichita, Kansas DRAFT REPORT Pursuant to the request of the Financial Advisor, on behalf of the Issuer, we have performed certain procedures, as discussed below, in connection with the Issuer's proposed issuance of $25,150,000 Water and Sewer Utility Revenue Bonds, Series 2015C (the "2015C Bonds") and $23,395,000 Water and Sewer Utility Refunding Revenue Bonds, Series 2015D (the "20150 Bonds" and together with the 2015C Bonds, the "Bonds"), dated November 1, Proceeds from the Bonds, together with funds available from the 2008 debt service reserve fund (the "DSRF") will be used to acquire United States Treasury Obligations (the "Escrowed Securities") and to establish a cash deposit to provide funds to advance refund the outstanding maturities, comprising serial bonds originally scheduled to mature October 1, 2016 through October 1, 2032 (the "Refunded Bonds"), of the Issuer's outstanding Water and Sewer Utility Revenue Bonds, Series 2008A, dated April 1, 2008 (the "2008 Bonds").

16 City of Wichita, Kansas November 12, 2015 Page 2 The procedures were performed solely to assist the addressees of this report in evaluating the mathematical accuracy of certain schedules prepared by the Financial Advisor which indicate that: there will be sufficient funds available in an escrow account (the "Escrow Fund") to be established on November 12, 2015 to pay the remaining debt service payments related to the Refunded Bonds (the "Escrow Requirements"), assuming the Refunded Bonds maturing October 1, 2016 and October 1, 2017, in the aggregate principal amount of $1,920,000, will be paid as they become due and the remaining Refunded Bonds, in the aggregate principal amount of $21,335,000, will be redeemed and paid on the first optional redemption date of October 1, 2017 at percent of the principal amount thereof; and the yield on the Escrowed Securities is less than the yield on the Bonds and less than the yield on the 2008 Bonds. The Bond Proceeds and DSRF amounts deposited into the Escrow Fund have been allocated ratably to the Escrowed Securities Purchased with Bond Proceeds and DSRF. The procedures we performed are summarized below: 1. We independently calculated the future cash receipts from the Escrowed Securities and compared the future cash receipts to the Financial Advisor's schedules. We found the future cash receipts to be in agreement. 2. We independently calculated the Escrow Requirements related to the Refunded Bonds using information from the Resolution for the 2008 Bonds and the Official Statement for the 2008 Bonds (the "Prior Bond Documents"), compared the Escrow Requirements to the Financial Advisor's schedules, and found the Escrow Requirements to be in agreement. 3. Using the results of our independent calculations described in procedures 1 and 2 and assuming an initial cash deposit in the amount of $ to the Escrow Fund on November 12, 2015, we prepared an Escrow Fund cash flow schedule (attached hereto as Exhibit A). The resulting cash flow schedule indicates that there will be sufficient funds available in the Escrow Fund to pay the Escrow Requirements on a timely basis. 4. We compared the terms (i.e., the principal maturity par amounts and dates, interest rates, prices, costs and accrued interest) of the Escrowed Securities to be acquired on November 12, 2015, as summarized herein, to the final trade confirmation tickets for those securities; we found the terms to be in agreement. 5. We compared pertinent terms of the Refunded Bonds (i.e., debt service payment dates, annual maturity amounts and interest rates, optional redemption provisions and redemption price), as summarized herein, to information from the Prior Bond Documents, provided by the Financial Advisor; we found the terms to be in agreement. 6. We compared the maturity and interest payment dates, principal amounts, redemption provisions and interest rates of the Bonds, as summarized herein, to the Resolution and the Official Statement for the Bonds provided by the Financial Advisor; we found the terms to be in agreement.

17 City of Wichita, Kansas November 12, 2015 Page 3 7. We independently calculated the yield on the Escrowed Securities and the yield on the Bonds, assuming a settlement date of November 12, With respect to the respect to the yield on the 2008 Bonds, we review and relied on the Form 8038G Information Return for Tax Exempt Government Obligations for the 2008 Bonds, provided by Bond Counsel. The term "yield," as used herein, means that yield which, when used in computing the present value of all payments of principal and interest on an obligation compounded semiannually using a 30/360-day year basis, produces an amount equal to: in the case of the Escrowed Securities, the purchase price of such securities; and in the case of the Bonds, the issue price to the public, plus accrued interest on the Bonds, as represented by the Financial Advisor. Certain Bonds are (a) issued at prices that exceed the stated redemption price at maturity by more than one-fourth of one percent multiplied by the product of the stated redemption price at maturity and the number of complete years to the first optional redemption date for those bonds: and (b) subject to optional redemption on October 1, For yield purposes, we have verified that by treating the Bonds maturing October 1, 2026 through October 1, 2029 as being redeemed and paid on the first optional redemption date of October 1, 2025, at a call price of , as shown in Exhibit D-2, produces the lowest yield on the Bonds. The results of our yield calculations, which are listed below, were compared to the yield calculations provided by the Financial Advisor; we found the yields to be in agreement. YIELD EXHIBIT Yield on the Escrowed Securities % B-1 Yield on the Bonds % D-1 Yield on the 2008 Bonds % Based on performing the agreed-upon procedures, we have found that those schedules provided by the Financial Advisor, when compared to those schedules prepared by us (attached hereto as Exhibits), are arithmetically accurate and reflect, based on the assumptions set forth herein, that: there will be sufficient funds available in the Escrow Fund to pay the Escrow Requirements on a timely basis; and the yield on the Escrowed Securities is less than the yield on the Bonds, as described above. This engagement was performed in accordance with standards established by the American Institute of Certified Public Accountants (the "AICPA"). The sufficiency of these procedures is solely the responsibility of the specified users of the report. We make no representation regarding the sufficiency of the procedures summarized above, either for the purpose for which this report has been requested or for any other purpose. We were not engaged to, and did not, perform an examination, the objective of which would be the expression of an opinion on the achievability of the anticipated Escrow Fund cash sufficiency or yield calculations. Accordingly, in accordance with standards for attestation services established by the AICPA, we cannot express such an opinion. Had we performed an examination or performed additional procedures, other matters might have come to our attention that would have been reported to you.

18 City of Wichita, Kansas November 12, 2015 Page 4 The results of our independent calculations with respect to the proposed transactions are summarized in the accompanying exhibits. The original computations, along with related characteristics and assumptions contained herein, were provided by the Financial Advisor on behalf of the Issuer. We relied solely on this information and these assumptions and limited our work to performing those procedures set forth above. This report is issued solely for the information of, and assistance to, the addressees of this report and is not to be quoted or referred to in any document, except for the Official Statement for the Bonds and required closing transaction documents. Additionally, this report should not be used by those who have not agreed to the procedures and taken responsibility for the sufficiency of the procedures for their purposes. Under the terms of our engagement, we have no obligation to update this report because of events or transactions occurring subsequent to the date of this report. Shawnee Mission, Kansas

19 APPENDIX

20 CITY OF WICHITA, KANSAS TABLE OF CONTENTS Exhibit Page A Escrow Fund Cash Flow B-1 Cash Receipts From and Yield on the Escrowed Securities 2 B-2 Schedule of Interest Receipts and Principal Maturities of the 3 Escrowed Securities B-3 Characteristics and Purchase Price of the Escrowed Securities 4 c Debt Service to Maturity and Escrow Requirements 5 for the Refunded Bonds D-1 Yield on the Bonds 6 D-2 Debt Service on the 2015C Bonds 7 D-3 Debt Service for Yield Purposes on the 2015C Bonds 8 D-4 Characteristics and Pricing Summary of the 2015C Bonds 9 D-5 Debt Service on the 2015D Bonds 10 D-6 Debt Service for Yield Purposes on the 2015D Bonds 11 D-7 Characteristics and Pricing Summary of the 2015D Bonds 12 E Sources and Uses of Funds 13

21 EXHIBIT A CITY OF WICHITA, KANSAS WATER AND SEWER UTILITY REFUNDING REVENUE BONDS, SERIES 2015C AND SERIES 2015D ESCROW FUND CASH FLOW Date Initial cash deposit on 11/12/2015 Cash Cash receipts disbursement from Escrowed for the Securities Refunded Bonds {Exhibit B-1} {Exhibit C) Cash balance $ /31/2016 $ 4/1/2016 9/30/ /1/2016 3/31/2017 4/1/2017 9/30/ /1/ , ,481, , ,053, $ 542, ,482, , ,053, , ,482, , ,053, $ 25,602, $ 25,602, Page 1

22 EXHIBIT B-1 CITY OF WICHITA, KANSAS WATER AND SEWER UTILITY REFUNDING REVENUE BONDS, SERIES 2015C AND SERIES 201SD CASH RECEIPTS FROM AND YIELD ON THE ESCROWED SECURITIES Date 3/31/2016 9/30/2016 3/31/2017 9/30/2017 Cash receipts from Escrowed Securities (Exhibit B-2) $ 542, ,481, , ,053, $ 25,602, (To Exhibit A} Present value on 11/12/2015 using a yield of % $ 541, ,474, , ,812, $ 25,349, Total purchase price of the Escrowed Securities (Exhibits B-3 and E) $ 25,349, Page 2

23 EXHIBIT B-2 CITY OF WICHITA, KANSAS WATER AND SEWER UTILITY REFUNDING REVENUE BONDS, SERIES 2015C AND SERIES 2015D SCHEDULE OF INTEREST RECEIPTS AND PRINCIPAL MATURITIES OF THE ESCROWED SECURITIES 3/31/2016 Payment $ 320,000 date 0.375% $ 9/30/2016 3/31/2017 1,260,000 $ 309, % 1.000% $ 9/30/ ,839,000 Total 1.875% 3/31/2016 $ 320, /30/2016 3/31/2017 9/30/2017 $ 6, $ 1, ,266, , , $ 214, $ 542, , ,481, , , ,053, ,053, $ 320, $ 1,272, $ 313, $ 23,695, $ 25,602, (To Exhibit B-1 ) Page 3

24 EXHIBIT B-3 CITY OF WICHITA, KANSAS WATER AND SEWER litility REFUNDING REVENUE BONDS, SERIES 201SC AND SERIES CHARACTERISTICS AND PURCHASE PRICE OF THE ESCROWED SECURITIES U.S. TREASURY OBLIGATIONS Maturity date T~~ Par Coupon rate Price Cost Accrued Interest Total Cost 3/ T-Nole s 320,000 9/30/2016 T-Nole 1,260,000 3/ T-Nole 309,000 9/ T-Note 22,839,000 s 24,728, % s 1.000% % % s 320, ,267, , ,397, ,296, s , , s 52, s 320, ,269, , ,447, s 25,349, Total Purchase Price of the Escrowed Securities (Exhibit E) $ 25,349, Page4

25 EXHIBIT C CITY OF WICHITA, KANSAS WATER AND SEWER UTILITY REFUNDING REVENUE BONDS, SERIES 2015C AND SERIES 2015D DEBT SERVICE TO MATURITY AND ESCROW REQUIREMENTS FOR THE REFUNDED BONDS Date Remaining Scheduled Debt Service Payments to Original Maturity Date (For Reference Purposes Only) Interest P rinc i~a l Rate Interest Total Debt Service Pa~ments Redemption Premium Escrow Requirements 4/1/ $ 4/ /1/2017 4/ / / / / / /1/ /1/2025 4/1/ / /1/ / / / /1/ /2032 $ 542, , % 542, , , % 524, , ,025, % 505, , ,070, % 484, , ,115, % 463, , ,165, % 440, , ,220, % 415, , ,275, % 389, , ,335, % 357, , ,400, % 324, , ,460, % 289, , ,525, % 252, , ,595, % 216, , ,665, % 178, , ,745, % 137, , ,830, % 93, , ,910, % 47, $ 542, ,482, , ,504, $ 505, ,530, , ,554, , ,578, , ,605, , ,635, , ,664, , ,692, , ,724, , ,7 49, , ,777, , ,811, , ,843, , ,882, , ,923, , ,957, $ 542, ,482, , , ,053, $ 23,255,000 $ 11,327, $ 34,582, $ 213, $ 25,602, (To Exhibit A) Page 5

26 EXHIBIT D-1 CITY OF WICHITA, KANSAS WATER AND SEWER UTILITY REFUNDING REVENUE BONDS, SERIES 2015C AND SERIES YIELD ON THE BONDS Present value on Debt Adjusted Adjusted 11/12/2015 Service Debt Service on the Debt Service on the using a Payment 2015C Bonds 2015D Bonds Total Debt yield of Date (Exhibit D 3) (Exhibit D-6) Service % 4/1/2016 $ 385, $ 367, $ 753, $ 746, /1/2016 1,537, ,476, ,014, ,946, /1/ , , , , /2017 1,490, ,430, ,921, ,783, /1/ , , , , /2018 1,519, ,455, ,974, ,763, / , , , , ,541, ,488, ,030, ,744, /1/ , , , , /1/2020 1,572, ,506, ,079, ,718, / , , , , /1/2021 1,589, ,533, ,123, ,687, / , , , , /1/2022 1,614, ,568, ,183, ,669, /1/ , , , , /1/2023 1,651, ,606, ,258, ,664, / , , , , /1/2024 1,682, ,615, ,297, ,627, /1/ , , , , /1/2025 8,074, ,876, ,950, ,391, / , , , , / , , , , / , , , , / , , , , /1/ , , , , / , , , , /1/ , , , , / , , , , /1/ , , , , /1/2030 1,828, ,758, ,586, ,452, / , , , , /1/ , ,778, ,710, ,806, /1/ , , , , /1/ , ,792, ,737, ,778, / , , , /1/ , , , /1/ , , , /1/ , , , / , , , / , , , ,366, ,935, $ 64,301, $ 52,132, Aggregate offering price of the Bonds (Exhibit E) $ 52,076, Accrued Interest from 11101/2015 to 11112/ , $ 52,132, Page 6

27 EXHIBIT D 2 CITY OF WICHITA, KANSAS WATER AND SEWER UTILITY REFUNDING REVENUE BONOS, SERIES 2015C AND SERIES DEBT SERVICE ON THE 2015C BONDS Debt Service Payment Date 4/1/ /1/2016 $ 4/1/ /1/2017 4/1/ /1/2018 4/1/ / / /1/2020 4/1/ /1/2021 4/1/ /1/2022 4/1/ /1/2023 4/1/ /1/2024 4/1/ /1/2025 4/1/ /1/2026 4/1/ /1/2027 4/1/ /1/2028 4/1/ /1/2029 4/1/ /1/2030 4/1 / /1/2031 4/ /1/2032 4/1/ /1/2033 4/1/ /1/2034 4/1/ /1/2035 $ Interest Princi~al rate Interest $ 385, ,075, % 462, , ,055, % 435, , ,110, % 409, , ,160, % 381, , ,220, % 352, , ,255, % 334, , ,305, % 309, , ,375, % 276, , ,440, % 242, , ,480, % 224, , ,525, % 202, , ,565, % 179, , ,615, % 155, , ,665, % 131, , ,730, % 98, , , % 72, , , % 59, , , % 45, , , % 31, , , %. 15, ,150,000 $ 8,767, Total Debt Service $ 385, ,537, , ,490, , ,519, , ,541, , ,572, , ,589, , ,614, , ,651, , ,682, , ,704, , ,727, , ,744, , ,770, , ,796, , ,828, , , , , , , , ' , , $ 33,917, Page 7

28 EXHIBIT D-3 CITY OF WICHITA, KANSAS WATER AND SEWER UTILITY REFUNDING REVENUE BONDS, SERIES 2015C AND SERIES 2015D DEBT SERVICE FOR YIELD PURPOSES ON THE 2015C BONDS Note (! ) Adjusted for Callable Premium Debt Bonds Service Payment Principal Principal Interest Total Debt Date to m atur i t~ to call rate Interest Service 4/1/2016 $ 385, $ 385, $ 1,075, % 462, ,537, , , ,055, % 435, ,490, / , , / ,11 0, % 409, ,519, /1/ , , /1/2019 1,160, % 381, ,541, /1/ , , /1/2020 1,220, % 352, ,572, , , /1/2021 1,255, % 334, ,589, / , , /2022 1,305, % 309, ,614, /1/ , , / ,375, % 276, ,651 ' /1/ , , /1/2024 1,440, % 242, ,682, /1/ , , /1/2025 1,480,000 $ 6,370,000 (1} 3.000% 224, ,074, / , , /1/2026 (1} 3.000% 98, , / , , / (1} 3.000% 98, , /1/ , , /2028 (1} 3.000% 98, , / , , /2029 (1} 4.000% 98, , / , , /1/2030 1,730, % 98, ,828, / , , /1/ , % 72, , /1/ , , / , % 59, , /1/ , , / , % 45, , / , , / , % 31, , /1/ , , / , % 15, , $ 18,780,000 $ 6,370,000 $ 8,216, s 33,366, (to Exhibit D-1} Note (!) Callable Premium Bonds for arbitrage yield purposes callable premium bonds due 10/ through 10/ are considered as being redeemed and paid on the first optional redemption date of at a call price of Page 8

29 EXHIBIT D-4 CITY OF WICHITA, KANSAS WATER AND SEWER UTILITY REFUNDING REVENUE BONDS, SERIES 2015C AND SERIES 2015D CHARACTERISTICS AND PRICING SUMMARY OF THE 2015C BONDS Scheduled maturity date Princi~al Yield Interest as of rate 11/12/2015 Price Gross Production 10/1/2016 $ 1,075,000 10/1/2017 1,055,000 10/1/2018 1,110,000 10/1/2019 1,160,000 10/1/2020 1,220,000 10/1/2021 1,255,000 10/1/2022 1,305,000 10/1/2023 1,375,000 10/1/2024 1,440,000 10/1/2025 1,480,000 10/1/2026 1,525,000 10/1/2027 1,565,000 10/1/2028 1,615,000 10/1/2029 1,665,000 10/1/2030 1,730,000 10/1/ ,000 10/1/ ,000 10/1/ ,000 10/1/ ,000 10/1/ ,000 (2) (2) 5.000% 0.300% 5.000% 0.700% 5.000% 0.900% 5.000% 1.080% 3.000% 1.380% 4.000% 1.650% 5.000% 1.880% 5.000% 2.050% 2.500% 2.180% 3.000% 2.280% 3.000% 2.400% 3.000% 2.520% 3.000% 2.680% 4.000% 2.850% 3.000% 3.100% 3.000% 3.150% 3.100% 3.250% 3.200% 3.300% 3.250% 3.389% 3.250% 3.389% (1) (1 ) (1) (1) $ 1 '119, '139, ,239, ,332, ,313, ,419, ,566, ,668, ,4 77, ,573, ,605, ,630, ,659, ,828, ,709, , , , , , $ 25,150,000 $ 26,775, Aggregate Offering Price of the 2015C Bonds (Exhibit E) Par amount of the 2015C Bonds Net original issue premium $ 26,775, ,150, $ 1,625, (1) Priced to the first optional redemption date 100% treated as redeemed and paid on that date for arbitrage yield calculation purposes. (2) Term Bond due October 1, 2035 Page 9

30 EXHIBIT D-5 CITY OF WICHITA, KANSAS WATER AND SEWER UTILITY REFUNDING REVENUE BONDS, SERIES 2015C AND SERIES 2015D DEBT SERVICE ON THE 2015D BONDS Debt Service Payment Date 4/1/ /1/2016 $ 4/1/ /1/2017 4/1/ /1/2018 4/1 / /1/2019 4/1/ /1/2020 4/1/ /1/2021 4/1/ /1/2022 4/1 / /1/2023 4/1/ /1/2024 4/1/ /1/2025 4/1/ /1/2026 4/1/ /1/2027 4/1/ /1/2028 4/1/ /1/2029 4/1/ /1/2030 4/1/ /1/2031 4/1/ /1/2032 $ Interest Princi~a l rate Interest $ 367, ,035, % 441, , ,015, % 415, , ,060, % 395, , ,120, % 368, , ,155, % 351, , ,205, % 328, , ,270, % 298, , ,340, % 266, , ,365, % 250, , ,435, % 216, , ,495, % 180, , ,535, % 157, , ,575, % 134, , ,620, % 111, , ,680, % 78, , ,725, % 53, , ,765, % 27, ,395,000 $ 8,078, Total Debt Service $ 367, ,476, , ,430, , ,455, , ,488, , ,506, , ,533, , ,568, , ,606, , ,615, , ,651, , ,675, , ,692, , ,709, , ,731, , ,758, , ,778, , '792, $ 31,473, Page 10

31 EXHIBIT D-6 CITY OF WICHITA, KANSAS WATER AND SEWER UTILITY REFUNDING REVENUE BONDS, SERIES 2015C AND SERIES 2015D DEBT SERVICE FOR YIELD PURPOSES ON THE 2015D BONDS Note(1) Adjusted for Callable Premium Debt Bonds Service Payment Principal Principal Interest Total Debt Date to maturity to call rate Interest Service 4/1/2016 $ 367, $ 367, /1/2016 $ 1,035, % 441, ,476, /1/ , , /1/2017 1,015, % 415, ,430, /1/ , , /1/2018 1,060, % 395, ,455, /1/ , , /1/2019 1,120, % 368, ,488, /1/ , , /1/2020 1,155, % 351, ,506, /1/ , , /1/2021 1,205, % 328, ,533, /1/ , , /1/2022 1,270, % 298, ,568, /1/ , , /1/2023 1,340, % 266, ,606, /1/ , , /1/2024 1,365, % 250, ,615, /1/ , , /1/2025 1,435,000 $ 6,225,000 ( 1) 5.000% 216, ,876, /1/ , , /1/2026 (1) 3.000% 78, , /1/ , , /1/2027 (1) 3.000% 78, , /1/ , , /1/2028 (1) 3.000% 78, , /1/ , , /1/2029 (1) 4.000% 78, , /1/ , , /1/2030 1,680, % 78, ,758, /1/ , , /1/2031 1,725, % 53, '778, /1/ , , /1/2032 1,765, % 27, '792, $ 17,170,000 $ 6,225,000 $ 7,540, $ 30,935, (to Exhibit D-1) Note(1) Callable Premium Bonds- for arbitrage yield purposes callable premium bonds due 10/1/2026 through 10/1/2029 are considered as being redeemed and paid on the first optional redemplion date of 10/1/2 025 at a call price of Page 11

32 EXHIBIT D-7 CITY OF WICHITA, KANSAS WATER AND SEWER UTILITY REFUNDING REVENUE BONDS, SERIES 2015C AND SERIES 2015D CHARACTERISTICS AND PRICING SUMMARY OF THE 2015D BONDS Scheduled maturity date Principal Yield Interest as of rate 11 /12/2015 Price Gross Production 10/1/2016 $ 1,035,000 10/1/2017 1,015,000 10/1/2018 1,060,000 10/1/2019 1,120,000 10/1/2020 1,155,000 10/1/2021 1,205,000 10/1/2022 1,270,000 10/1/2023 1,340,000 10/1/2024 1,365,000 10/1/2025 1,435,000 10/1/2026 1,495,000 10/1/2027 1,535,000 10/1/2028 1,575,000 10/1/ /1/2030 1, /1/ ,000 10/1/ , % 0.300% 4.000% 0.700% 5.000% 0.900% 3.000% 1.080% 4.000% 1.380% 5.000% 1.650% 5.000% 1.880% 2.500% 2.050% 5.000% 2.180% 5.000% 2.280% 3.000% 2.400% 3.000% 2.520% 3.000% 2.680% 4.000% 2.850% 3.000% 3.100% 3.000% 3.150% 3.125% 3.200% (1) (1) (1) (1) $ 1,078, , , , ,430, , , , ,573, ,599, , ,779, ,660, ,692, ,747, $ 23,395,000 $ 25,301, Aggregate Offering Price of the Bonds (Exhibit E) Par amount of the Bonds Net original issue premium $ $ 25,301, , ,906, (1) Priced to the first optional redemption date 100%. treated as redeemed and paid on that date for arbitrage yield calculation purposes. Page 12

33 EXHIBIT E CITY OF WICHITA, KANSAS WATER AND SEWER UTILITY REFUNDING REVENUE BONDS, SERIES 2015C AND SERIES 2015D SOURCES AND USES OF FUNDS Sources of Funds Series 2015C Series 2015D Total Par amount of the Bonds Net original issue premium Aggregate Offering Price of the Bonds Transfer from 2008A Debt Service Reserve Funds Accrued Interest from 11/01/2015 to 11/12/2015 $ 25,150, ,625, ,775, , $ 26,803, $ 23,395, $ 48,545, ,906, ,531, ,301, ,076, ,084, ,084, , , $ 26,413, $ 53,216, Uses of Funds Purchase price of Escrowed Securities Beginning cash deposit to Escrow Fund Total deposit to Escrow Fund Deposit to the Project Fund Deposit to the Project Fund Deposit to the Debt Service Reserve Fund Issuance costs Underwrite~s discount Deposit to the Debt Service Fund -Accrued Interest Deposit to the Debt Service Fund -Additional Proceeds $ 24,280, ,272, , , , , $ 26,803, $ 25,349, $ 25,349, ,349, ,349, ,280, ,272, , ,702, , , , , , , , , $ 26,413, $ 53,216, Page 13

34 SCHEDULE2 TO ESCROW TRUST AGREEMENT REDEMPTION OF REFUNDED BONDS The following maturities of the Refunded Bonds will be called for redemption and payment, prior to maturity, on the respective redemption dates and at the respective redemption prices shown below: Series to be Redeemed 2008A Redemption Date October 1, 20 I 7 Maturities to be Redeemed 2018 to 2032 Principal to be Redeemed $21,335,000 Redemption Price 101 % JLN\ \ETA ( ) S-2-1

35 EXHIBIT A Treasurer of the State of Kansas Landon State Office Bldg. 900 Southwest Jackson, Suite 201 Topeka, Kansas [CERTIFIED MAIL] Robert W. Baird & Co., Inc. One Harding Road, Suite Red Bank, New Jersey Assured Guaranty Corp Avenue of the Americas New York, New York RE: CALL FOR REDEMPTION CITY OF WICIDTA, KANSAS WATER AND SEWER UTILITY REVENUE BONDS SERIES 2008A, DATED APRIL 1, 2008 Notice is hereby given pursuant to K.S.A , as amended, and pursuant to the provisions of Article III of Resolution No (the "Bond Resolution") of the City of Wichita, Kansas (the " Issuer"), that the above mentioned bonds described in the attached Notice of Call for Redemption (the "Called Bonds"), have been called for redemption and payment on October I, The Paying Agent is hereby requested to disseminate the attached Notice of Call for Redemption in accordance with K.S.A and the Bond Resolution. After redemption of the Called Bonds the Paying Agent is requested to complete the attached Paying Agent's Certification and forward a copy of same to the undersigned. CITY OF WICillTA, KANSAS By: Security Bank of Kansas City, Wichita, Kansas, as Escrow Agent JLN\ \ETA (10-14-: 5) A-1

36 [The form of this Notice is to be modified or amended to comply with the law and industry standards at the time of its distribution to the Owners of the Series 2006 Bonds.] NOTICE OF CALL FOR REDEMPTION CITY OF WICIDTA, KANSAS WATER AND SEWER UTILITY REVENUE BONDS SERIES 2008A, DATED APRIL 1, 2008 Notice is hereby given to the registered owners of the above-captioned bonds (the "Bonds") that pursuant to the provisions of Article III of Resolution No (the "Bond Resolution") of the City of Wichita, Kansas (the "Issuer") that the Bonds maturing October 1, 2018, and thereafter (the "Called Bonds"), have been called for redemption and payment on October 1, 2017 (the "Redemption Date"), at the principal office of the Treasurer of the State of Kansas, Topeka, Kansas (the "Bond Registrar and Paying Agent"). Maturity Date Principal Interest CUSIP (October 1} Amount Rate No $1,025, % QD ,070, % QE ,115, % QF ,165, % QG ,220, % QH ,275, % QJ ,335, % QK ,400, % QL ,460, % QM ,525, % QN ,595, % QP ,665, % QQ ,745, % QR ,830, % QS ,910, % QT 4 On the Redemption Date there shall become due and payable, upon the presentation and surrender of each such Called Bond, the redemption price thereof equal to 1 01% of the principal amount thereof together with interest accrued to the Redemption Date. Interest shall cease to accrue on the Called Bonds so called for redemption from and after the Redemption Date provided such funds for redemption are on deposit with the Paying Agent. Neither the Issuer nor the Paying Agent shall be responsible for the selection or use of the CUSIP identification numbers shown above or printed on any of the Called Bonds. Said CUSIP identification numbers are included solely for the convenience of the owners of the Bonds. Under the provisions of Section 3406(a)(l) of the Internal Revenue Code of 1986, as amended, paying agents making payments of principal on municipal securities may be obligated to withhold a 28% tax on the payment of principal to registered owners who have failed to provide the paying agent with a valid taxpayer identification number. Registered Owners of the Bonds who wish to avoid the imposition of the tax should provide a certified taxpayer identification number to the Paying Agent when presenting the Bonds for payment. JLN\ \ETA ( ) A-2

37 CITY OF WICIDTA, KANSAS By: Treasurer of the State of Kansas, Topeka, Kansas, as Paying Agent ************************ This Notice of Redemption shall be mailed by certified mail to the Treasurer of the State of Kansas, Topeka, Kansas, not less than 45 days prior to the Redemption Date and to Robert W. Baird & Co., Inc., Red Bank, New Jersey, the original purchaser and to Assured Guaranty Corp., New York, New York, the Bond Insurer, of the Called Bonds, not less than 30 days prior to the Redemption Date. Notice shall also be given to certain repositories in order to comply with the provisions of Rule 15c2-12 of the Securities and Exchange Commission. Notice may also be given in accordance with guidelines set forth in Securities and Exchange Commission Release No , but such notice is not required by law. The Paying Agent shall notify the registered owners of the Called Bonds as provided in K.S.A as amended, and the Bond Resolution. J LN\ \ET A (I ) A-3

38 PAYING AGENT'S CERTIFICATION CITY OF WICHITA, KANSAS WATER AND SEWER UTILITY REVENUE BONDS SERIES 2008A, DATED APRIL 1, 2008 The State Treasurer, in its capacity as Paying Agent for the above-captioned Bonds, does hereby certify as follows: 1. Capitalized terms not defmed herein, shall have the meanings ascribed thereto in the attached Notice of Call for Redemption or the Bond Resolution defined therein. 2. The Called Bonds have been called for redemption and payment on October 1, 2017 (the "Redemption Date"). 3. The full redemption price of the Called Bonds and the Series 2008A Bonds scheduled to mature on the Redemption Date (the "Maturing Bonds") as determined pursuant to the Bond Resolution is calculated as follows: Principal Amount of Called Bonds 1 Redemption Premium (1 %) Accrued Interest to Redemption Date on Called Bonds Principal Amount of Maturing Bonds 2 Accrued Interest to Redemption Date on Maturing Bonds 2 Total 1 From Escrow Fund $21,335, , , , , $23,053, From Issuer Funds 4. There was deposited with the Paying Agent the sum set forth above, which bas been irrevocably pledged for the payment of the principal of, redemption premium, if any, and interest on the Called Bonds to the Redemption Date and the Maturing Bonds. In addition, sufficient funds have been deposited to provide for additional costs associated with such redemption. 5. The Notice of Call for Redemption, a copy of which is attached hereto, was disseminated in accordance with K.S.A , as amended, and the Bond Resolution. DATED as of October 1, TREASURER OF THE STATE OF KANSAS, TOPEKA, KANSAS By: Director of Bond Services JLN\ \ETA ( I ) A-4

39 EXH/BITB NOTICE OF DEFEASANCE CITY OF WICIDTA, KANSAS WATER AND SEWER UTILITY REVENUE BONDS SERIES 2008A, DATED APRIL 1, 2008 Notice is hereby given that the City of Wichita, Kansas (the "Issuer") and Security Bank of Kansas City, Wichita, Kansas (the "Escrow Agent") have entered into a certain Escrow Trust Agreement, dated as of November 1, 2015 (the "Escrow Agreement") which provides that the bonds further described below (the "Refunded Bonds") have been defeased pursuant to the provisions of Resolution No (the "Bond Resolution") of the Issuer which prescribed the form and details of the Refunded Bonds. The Refunded Bonds maturing October 1, 2018, and thereafter, will be called for redemption and payment on October I, 2017 (the "Redemption Date"), and the Refunded Bonds maturing in the years 2016 to 2017 will be paid at their scheduled maturity, at the principal office of the Treasurer of the State of Kansas, Topeka, Kansas (the "Bond Registrar and Paying Agent"). Maturity Date Principal Interest CUSIP Payment or (October 1) Amount Rate No. Redeml!tion Date 2016 $ 940, % QB 3 October l, 20 I6 20I7 980, % QC I October I, 20 I 7 20I8 I,025, % QD 9 October I, I9 I,070, % QE 7 October 1, I,115, % QF 4 October 1, , I65, % QG 2 October 1, 20 I ,220, % QH 0 October I, 20 I ,275, % QJ 6 October l, ,335, % QK 3 October I, l,400, % QL I October I, 20 I ,460, % QM 9 October I, 20 I ,525, % QN 7 October 1, 20 I I,595, % QP 2 October 1, 20I I,665, % QQ 0 October 1, I,745, % QR 8 October I, I 1,830, % QS 6 October I, 20 I ,910, % QT 4 October 1, 20 I7 The Issuer has advance refunded the principal of and interest on the Refunded Bonds by depositing money with the Escrow Agent to be held in an escrow trust fund (the "Escrow Fund") established under the Escrow Agreement. The money deposited in the Escrow Fund will be used to purchase Defeasance Obligations (as defined in the Bond Resolution) which, together with the interest to be earned thereon, will be sufficient for the payment of the principal of, redemption premium, if any, and interest on the Refunded Bonds to the stated maturity date or redemption date thereof. The principal of and interest on the Refunded Bonds is now payable solely from the maturing principal of the Defeasance Obligations, together with the interest earnings thereon and other money held for such purpose by the Escrow Agent. Under the Escrow Agreement, the matured principal of, and earnings on, the Defeasance Obligations and any cash in the Escrow Fund are pledged and assigned, and shall be applied solely for the payment of the principal of, redemption premium, if any, and interest on the Refunded Bonds. A Notice of Call for Redemption will be disseminated prior to the Redemption Date. CITY OF WICIDTA, KANSAS JLN\ \ETA ( } By: B-1 Security Bank of Kansas City, Wichita, Kansas, as Escrow Agent

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