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Philip J. Faccenda, Jr. (574)237-1148 philip,faccenda@btlaw.com 'CIA EMAIL Jennifer C. Hockenhull, City Controller Department of Finance & Administration City of South Bend 227 West Jefferson Boulevard, Suite 120ON South Bend, IN 46601 700 1 st Source Bank Center 100 North Michigan South Bold, IN 40601-1632 U.S.A. (574)233-I171 Fax (574) 237-1125 wtimhtlaw.com July 23, 2018 Re: City of South Bend Economic Development Revenue Bonds (Potawatomi Zoo Project) Dear Jeri: The purpose of this letter is to set the terms and conditions under which our Firm will serve as bond counsel to the City of South Bend, Indiana (the "City") in connection with the proposed issuance of economic development revenue bonds of the City (the "Bonds") for the purpose of funding improvements to the Potawatomi Zoo and the payment of the costs of issuance of the Bonds which Bonds we understand will be payable from the economic development portion of the local income taxes received by the City (the "Transaction"). It is our understanding that Crowe Horwath LLP will be serving as municipal advisor for the City in the Transaction (the "Municipal Advisor"). I am enclosing our Standard Terms of Engagement for Legal Services dated January 2016, setting forth the standard terms upon which our Firm accepts client engagements. Our engagement by you in this matter will be governed by these standard terms to the extent not expressly modified by this letter. In particular, the section in the Standard Terms of Engagement for Legal Services under the caption "Waiver of Certain Potential Conflicts of Interest" will not apply in this engagement. I do want to highlight one (1) item that we have discussed with Stephanie previously. Barnes & Thornburg represents the Potawatomi Zoological Society ("PZS") and two (2) of my partners serve on the Board of Directors of the PZS. We do not believe that our representation of the PZS will adversely affect. or impact our representation of the City as bond counsel in connection with the Transaction or vice versa. We had analyzed this issue when we were asked to review the financing language that was included in the agreement that the City entered into with the PZS to ensure the language provided the appropriate bonding and other funding options for the City. By exeeutilig this correspondence; you are providing your consent to our continuing to serve as counsel to the PZS. Atlanta California Chicago Delaware Indiana w ichigan h.-linneapoHs Ohio Wasltington. D.C.