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WHEREAS, the Bond Bank has authorized and intends to issue its Indiana Bond Bank Special Program Refunding Bonds, Series 2011 A (South Bend TIF Districts) (the "Refunding Bond Bank Bonds "), for the purpose of refunding all or a portion of the Prior Bond Bank Bonds (the "Refunding Program "); and WHEREAS, as a condition to sharing a portion of the economic benefits associated with the Refunding Program with the Commission, the Bond Bank has requested that the Commission modify the Call Rights and evidence the modification of such Call Rights (in exchange for receiving a portion of the economic benefits associated with the Refunding Program) by executing and delivering its Amended 2003 SBCDA Bonds (as hereinafter defined) and, following the undertaking of the Refunding Program and satisfaction of the other terms and conditions set forth herein, exchanging the Amended 2003 SBCDA Bonds for-the outstanding Original 2003 SBCDA Bonds; and WHEREAS, pursuant to the terms of the Original Resolution, the Commission may grant or confer upon the owners of the Original 2003 SBCDA Bonds any additional benefits, rights, remedies, powers, authority or security that may lawfully be granted to or conferred upon the owners of the Original 2003 SBCDA Bonds, or to make any change which, in the judgment of the Commission, is not to the prejudice of the owners of the Original 2003 SBCDA Bonds; and WHEREAS, pursuant to the terms of the Original Resolution, the Commission may, from time to time and at any time, without consent of, or notice to, any of the owners of the Original 2003 SBCDA Bonds, amend the Original Resolution for any purpose if in the judgment of the Commission such amendment does not adversely affect the interests of the owners of the outstanding Original 2003 SBCDA Bonds; and WHEREAS, on the date hereof, the Bond Bank is the owner of all of the outstanding Original 2003 SBCDA Bonds; and WHEREAS, the Commission desires to adopt this resolution (the "Supplemental Resolution ") to supplement and amend the Original Resolution (the Original Resolution and the Supplemental Resolution, collectively, the "Resolution ") for the purpose of authorizing the modification of the Call Rights (as described in Section 3 herein) and the execution and delivery of the Amended 2003 SBCDA Bonds (in order to evidence the modification of such Call Rights), all in consideration for the Bond Bank (a) paying to the Commission a portion of the economic benefits associated with the Refunding Program in an amount estimated to be, based upon current market conditions, at least equal to $506,000 (the "Call Rights Modification Fee ") (in the form described herein), and (b) returning all of the outstanding Original 2003 SBCDA Bonds to the Commission; and WHEREAS, the Commission has determined that a significant benefit to the District in the amount of the Call Rights Modification Fee will be effected by the undertaking of the Refunding Program; and WHEREAS, the Commission now finds that all conditions precedent to the adoption of this Supplemental Resolution have been complied with in accordance with the provisions of Indiana Code 5 -1 -5 and the Act, to the extent each is applicable hereto; INDSOI BJB 13019620 2