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FINANCING AND COVENANT AGREEMENT
<br /> This is a FINANCING AND COVENANT AGREEMENT dated as of June 1, 2017
<br /> ("Financing Agreement") between RDISTRICT TWO LLC, a limited liability company
<br /> organized, existing and authorized to do business under the laws of the State of Indiana
<br /> ("Developer"), and the CITY OF SOUTH BEND, INDIANA ("Issuer"), a municipal corporation
<br /> duly organized and validly existing under the laws of the State of Indiana.
<br /> PRELIMINARY STATEMENT
<br /> Indiana Code, Title 36, Article 7, Chapters 11.9, -12, -14 and -25 (collectively, "Act") has
<br /> been enacted by the General Assembly of Indiana.
<br /> The Act provides that an Issuer may, pursuant to the Act, issue revenue bonds for the
<br /> purpose of financing costs of economic development facilities, for diversification of economic
<br /> development and promotion of job opportunities in or near the Issuer and vests the Issuer with
<br /> powers that may be necessary to enable it to accomplish such purposes.
<br /> WHEREAS, the South Bend ("City") Redevelopment Commission ("Redevelopment
<br /> Commission") adopted a declaratory resolution on February 23, 1990 establishing the Airport
<br /> Economic Development Area and the Airport Economic Development Area Allocation Area No.
<br /> 1 ("1990 Declaratory Resolution"), which was effective as of that date and was confirmed by a
<br /> confirmatory resolution adopted on June 27, 1990 ("1990 Confirmatory Resolution").
<br /> WHEREAS, the Redevelopment Commission adopted a declaratory resolution on
<br /> April 16, 1993 establishing the Sample-Ewing Development Area and the Sample-Ewing
<br /> Allocation Area (South Bend Allocation Area No. 8) ("1993 Declaratory Resolution"), which
<br /> was effective as of that date and was confirmed by a confirmatory resolution adopted on May 21,
<br /> 1993 ("1993 Confirmatory Resolution").
<br /> WHEREAS, the 1990 Declaratory Resolution, the 1990 Confirmatory Resolution, the
<br /> 1993 Declaratory Resolution and the 1993 Confirmatory Resolution are hereinafter collectively
<br /> referred to as the "Original Declaratory Resolution".
<br /> WHEREAS, the Redevelopment Commission on June 19, 2007, adopted an amending
<br /> declaratory resolution, as further amended on August 28, 2014 (collectively, as amended,
<br /> "Amending Declaratory Resolution"), as confirmed by an amending confirmatory resolution
<br /> adopted on July 20, 2007, as further amended on November 10, 2014 (collectively, "Amending
<br /> Confirmatory Resolution"), consolidating, expanding and renaming the consolidated and
<br /> expanded area the River West Development Area ("Area"), as an economic development area
<br /> under IC 36-7-14 and IC 36-7-25.
<br /> WHEREAS, the Original Declaratory Resolution, the Amending Declaratory Resolution
<br /> and the Amending Confirmatory Resolution are hereinafter collectively referred to as the "Area
<br /> Resolution".
<br /> WHEREAS, the Area Resolution approved the economic development plan, as amended
<br /> ("Plan") for the Area which Plan contained specific recommendations for economic development
<br /> in the Area, and the Area Resolution consolidated, expanded and renamed the consolidated and
<br /> I\11853148.2
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