32-17 Economic Development Revenue Bonds (Studebaker Project)

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The City of South Bend, Indiana ("Issuer"), a municipal corporation duly organized and existing under the laws of the State of Indiana, for value received, hereby promises to pay in lawful money of the United States of America to the Registered Owner listed above, but solely from TIF Revenues (as defined in the hereinafter defined Indenture), pledged and assigned for the payment hereof, up to the Principal Amount set forth above, or of so much of the Principal Amount as shall have been advanced to the Developer (as defined below) and remains outstanding, quarterly on January 1, April 1, July 1 and September 1 on the dates and in the amounts as set forth on Exhibit A attached hereto, unless this Series 2017 Bond (as hereinafter defined) shall have previously been called for redemption and payment of the redemption price made or provided for herein. RDistrict Two LLC ("Developer") promises to pay interest on the unpaid principal amount hereof at the interest rate per annum stated above from the interest payment date to which interest has been paid next preceding the date of authentication of this bond unless this bond is authenticated after the seventh day preceding an interest payment date and on or before such interest payment date, in which case it shall bear interest from such interest payment date, or unless this bond is authenticated on or before , 20_, in which case it shall bear interest from the Original Date, until the principal advanced is paid in full, which interest is payable quarterly on January 1, April 1, July 1 and September 1 of each year, beginning on 1, 20_. Interest shall be calculated on an average daily balance basis. The schedule of advances made is shown on Exhibit A. Interest on this Series 2017 Bond is payable by check mailed one business day prior to the interest payment date to the person in whose name this bond is registered on the seventh day preceding such interest payment date. The principal of this Series 2017 Bonds is payable at the corporate trust offices of 1st Source Bank, as Trustee, in the City of South Bend, Indiana, or at the principal office of any successor trustee or paying agent. No presentation of this bond is required for such payments made to the Registered Owner except that upon final payment, this bond shall be returned to the Paying Agent for destruction. If the payment date occurs on a date when financial institutions are not open for business, the wire transfer shall be made on the next succeeding business day. This Series 2017 Bond is the only one of an authorized issue of bonds of the Issuer designated as the Taxable Economic Development Revenue Bonds, Series 2017 (Studebaker Project) (hereinbefore and hereinafter the "Series 2017 Bonds") which are being issued under the Indenture in the aggregate principal amount of$3,500,000. The Series 2017 Bonds are being issued for the purpose of providing funds to finance a portion of the costs of the reskinning and restoration of Building 84 and other related improvements and expenses, if any, of the hereinafter defined Studebaker Facilities ("Bond Project"), in connection with the remediation and rehabilitation of the former Studebaker manufacturing facilities ("Studebaker Facilities"), in or physically connected to the River West Development Area. The Series 2017 Bonds are issued under and entitled to the security of a Trust Indenture dated as of June 1, 2017 ("Indenture") duly executed and delivered by the Issuer to 1 st Source Bank, South Bend, Indiana, as Trustee (the term "Trustee" where used herein referring to the Trustee or its successors), pursuant to which Indenture the TIF Revenues, and all rights of the Issuer under the Indenture and the Financing and Covenant Agreement, dated as of June 1, 2017, between the Developer and the Issuer ("Financing Agreement"), except certain rights to payment - 3 - I\11860514.2