32-17 Economic Development Revenue Bonds (Studebaker Project)

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ICE MILLER LLP DRAFT FOR DISCUSSION PURPOSES ONLY May 3,2017 BOND PURCHASE AGREEMENT BOND PURCHASE AGREEMENT, dated as of the day of , 2017, by and among the CITY OF SOUTH BEND, INDIANA("City"), a municipality organized and existing under the laws of the State of Indiana, RDistrict Two LLC, an Indiana limited liability company ("Company") and Regional Development Authority of Northern Indiana ("Purchaser"). WITNESSETH: WHEREAS, the City has duly authorized the issuance of its bonds designated "Taxable Economic Development Revenue Bonds, Series 2017 (Studebaker Project)" ('Bonds") in the aggregate principal amount of $3,500,000 by the adoption of its Bond Ordinance on June 12, 2017, a true and correct copy of which is incorporated herein by reference ("Bond Ordinance") and as described in the Trust Indenture, dated as of June 1, 2017 ("Indenture") between the City and 1 st Source Bank, as trustee ("Trustee"); and WHEREAS,the Purchaser has authorized the purchase of the Bonds; NOW, THEREFORE, THE CITY, THE COMPANY AND THE PURCHASER AGREE: Section 1. Purchase and Sale of the Bonds. (a) The Purchaser hereby agrees to purchase the Bonds and the City hereby agrees to use its best efforts to issue the Bonds and to sell the Bonds to the Purchaser in the face amount of$3,500,000. The Bonds shall be dated their date of issuance and shall be paid for in installments and the first installment shall be for $ to be deposited with Trustee pursuant to the Indenture, and shall be subject to optional redemption prior to their stated maturity as set forth in Exhibit A attached hereto and made a part hereof. The Bonds shall bear interest at the rate of 1% per annum and shall accrue interest on the outstanding balance of the Bond from the date of issuance of the Bonds based upon the average daily balance of the Bonds. The other terms of the Bonds are set forth in the Bonds and the Indenture. The Bonds shall constitute a contract between the City and the Purchaser, as the owner of the Bonds. (b) The Bonds shall be issued in minimum denominations of$100,000 and integral multiples of$1,000 thereafter and shall be numbered from R-1 upward if more than one Bond shall be delivered. (c) The City has taken or will take prior to closing all actions required by law to enable it to issue its Bonds. (d) Prior to delivery of the Bonds by the City, the Purchaser will provide an investment letter to the effect that by acceptance of the Bonds the Purchaser will be deemed to have consented to all of the terms and provisions of the Bond Ordinance, the Indenture and the Financing Agreement (both as defined in the Indenture) and will represent that: (i) It is a sophisticated investor and is familiar with securities such as the Bonds. 1\11862988.2