10142-11 Amend Ord. No. 9722-06 Economic Development Revenue Bonds PEI Genesis

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BARNES &THORNBURG LLP Alan B. Feldbaum (574) 237 -1114 alan.feldbaum @btlaw.com HAND DELIVERED Mr. John Voorde Clerk of the City of South Bend 455 County -City Building 227 West Jefferson Boulevard South Bend, Indiana 46601 600 1st Source Bank Center 100 North Michigan South Bend, IN 46601.1632 U.S.A. (574) 233 -1171 Fax (574) 237 -1125 www.btlaw.com November 22, 2011 Re: Ordinance for Consideration by the Common Council Pertaining to Those Certain City of South Bend, Indiana Variable Rate Demand Economic Development Revenue Bonds, Series 2007 (PEI/Genesis Project) Dear John: We are serving as bond counsel with respect to the modification of certain of the terms of the above - referenced bonds (the "Bonds "), and in such capacity we are hereby delivering to the Clerk of the City of South Bend the enclosed copies of the proposed Supplemental Bond Ordinance (the "Supplemental Bond Ordinance ") pertaining to the Bonds, together with two copies of substantially final forms of each of the following documents (the "Bond Documents "), which are incorporated by reference into such Supplemental Bond Ordinance: (i) the Second Amended and Restated Trust Indenture (as described in the Supplemental Bond Ordinance); and (ii) the Second Amended and Restated Loan Agreement (as described in the Supplemental Bond Ordinance). The purpose of the Supplemental Bond Ordinance is to authorize the execution of the Bond Documents for the purpose of making certain changes in the terms and provisions which are contained in the original Bond documents, including, among other matters, authorizing an additional interest rate mode for the Bonds. We hereby request that such Supplemental Bond Ordinance be scheduled for first reading before the South Bend Common Council on November 28, 2011 and that it be considered for passage on December 12, 2011, and that the Supplemental Bond Ordinance and the Bond Documents be made available for public inspection, in accordance with Section 36 -1 -5-4 of the Indiana Code. Phil Faccenda or I will be attending the meeting on December 12, 2011 to explain the Supplemental Bond Ordinance and to answer any questions. As you may know, in serving as a conduit in connection with these economic development bonds, the City bears no responsibility, financial or otherwise, with respect to the payment of, principal of and interest on the Bonds. The ordinance specifies that in Section 6. The issuance of the Bonds by the City merely allows the Borrower to obtain tax - exempt financing as provided for under the Internal Revenue Code. If you have any questions, please feel free to call us. Sincerely, BARNES & THORNBURG C-1 Alan B. Feldbaum Enclosures ... SBDS02 4266660 Atlanta Chicago Delaware Indiana Michigan Minneapolis Ohio Washington, D.C.