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"Beneficial Ownership Interest" means the beneficial right to receive payments
<br />and notices with respect to this bond which is held by the Depository under a Book Entry
<br />System.
<br />"Book Entry Form" or 'Book Entry System" means, with respect to this bond, a
<br />form or system, as applicable, under which (i) Beneficial Ownership Interests may be transferred
<br />only through a book entry and (ii) physical bond certificates in fully registered form are
<br />registered only in the name of a Depository or its nominee as Holder, with the physical bond
<br />certificates "immobilized" in the custody of the Depository. The Book Entry System maintained
<br />by and the responsibility of the Depository, and not maintained by or the responsibility of the
<br />Commission or the Registrar and Paying Agent, is the record that identifies, and records the
<br />transfer of the interests of, the Beneficial Owners of book entry interests in this bond. -
<br />"Depository" means any securities depository that is a clearing agency under
<br />federal law operating and maintaining, with its participants or otherwise, a Book Entry System to
<br />record ownership of book entry interests in bonds, and to effect transfers of book entry interests
<br />in bonds, and includes and means initially The Depository Trust Company (a limited purpose
<br />trust company), New York, New York.
<br />This bond is one of an authorized issue of bonds of the Redevelopment District in
<br />the aggregate principal amount of Thirteen Million and 00 /100 Dollars ($13,000,000.00),
<br />numbered consecutively from 2003R -1 upwards, issued pursuant to a resolution entitled "A
<br />BOND RESOLUTION OF THE SOUTH BEND REDEVELOPMENT COMMISSION
<br />AUTHORIZING THE ISSUANCE OF TAX INCREMENT REVENUE BONDS, SERIES
<br />2003, OF THE SOUTH BEND REDEVELOPMENT DISTRICT" (the "Resolution ") adopted by
<br />the South Bend Redevelopment Commission (the "Commission "), on March 21, 2003, and in
<br />strict compliance with Indiana Code 36 -7 -14, for the purpose of procuring funds to pay for the
<br />cost of redevelopment and economic development in the Area, together with a sum sufficient to
<br />pay the estimated cost of all expenses reasonably incurred in connection with the redevelopment
<br />and economic development of the Area, including the total cost of all reasonable and necessary
<br />architectural, engineering, legal, financing, accounting, advertising, bond discount and
<br />supervisory expenses, capitalized interest and a debt service reserve for the bonds as set forth in
<br />the Resolution, together with the expenses in connection with or on account of the issuance of
<br />the bonds, all as described in the Resolution. Reference is hereby made to the Resolution for a
<br />description of the nature and extent of the rights, duties and obligations of the owners of the
<br />bonds, the City and the Commission and the terms on which this bond is issued, and to all the
<br />provisions of the Resolution to which the owner hereof by the acceptance of this bond assents.
<br />Bonds of this issue maturing on February 1, 2014, and thereafter, are redeemable
<br />on February 1, 2013, and on any date thereafter at the option of the Commission in whole or in
<br />part (only in authorized denominations of Five Thousand Dollars ($5,000) or integral multiples
<br />thereof), with the maturities and amounts of bonds to be redeemed to be selected by the
<br />Commission. Bonds so redeemed shall be redeemed on such redemption date at a price of 100%
<br />of the principal amount of the bonds outstanding to be redeemed plus interest accrued on the
<br />bonds so redeemed to the date fixed for redemption, and without premium.
<br />SBIMANI 145795v2 _10-
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