No. 2956 a supplemental bond resolution supplementing/amending Resolution No. 1965, adopted March 21, 2003

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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; NOW THEREFORE, BE IT RESOLVED BY THE CITY OF SOUTH BEND REDEVELOPMENT COMMISSION, GOVERNING BODY OF THE CITY OF SOUTH BEND, INDIANA, REDEVELOPMENT DISTRICT, AS FOLLOWS: Section 1. Authorization of 2011 Transaction; Modification of Call Rights. The Commission hereby determines that (a) the receipt of the Call Rights Modification Fee in exchange for the modification of the Call Rights by the Commission, and (b) the execution and delivery by the Commission of the Amended 2003 AEDA Bonds to the Bond Bank in exchange for the outstanding Original 2003 AEDA Bonds now held by the Bond Bank in order to evidence the modification of such Call Rights (clauses (a) and (b), collectively, the "2011 Transaction "), is in the best interests of the District and is consistent with and in furtherance of the purposes for which the District was created and exists. The Commission hereby further determines that the modification of the Call Rights and the execution and delivery of the Amended 2003 AEDA Bonds will not adversely affect the owners of the Original 2003 AEDA Bonds upon the execution and delivery of the Amended 2003 AEDA Bonds. The Commission is hereby authorized to modify the Call Rights and to execute and deliver the Amended 2003 AEDA Bonds, all in accordance with the terms and conditions of this Supplemental Resolution. Section 2. The Amended 2003 AEDA Bonds. In accordance with the Act and for the purpose of the 2011 Transaction, the Commission, acting in the name of the City, shall execute and deliver its amended bonds designated as the "City of South Bend, Indiana, Redevelopment District Amended Tax Increment Revenue Bonds, Series 2003 (Airport Economic Development Area)," in an original aggregate principal amount not to exceed the aggregate principal amount of the Original 2003 AEDA Bonds which are currently outstanding (the "Amended 2003 AEDA Bonds "), and exchange the Amended 2003 AEDA Bonds for all of the outstanding Original 2003 AEDA Bonds. Except where inconsistent with the provisions of this Supplemental Resolution, the terms and conditions of the Amended 2003 AEDA Bonds shall be the same as those of the outstanding Original 2003 AEDA Bonds as provided in the Original Resolution. The form of the Amended 2003 AEDA Bonds shall be substantially in the form set forth in the Original Resolution, with such conforming changes as shall be necessary to reflect the terms and conditions set forth in this Supplemental Resolution and the Amended Purchase Agreement (as defined herein), including the modified redemption rights, and shall be executed and delivered in the same manner and in accordance with the terms and conditions of the Original Resolution and the Act. Notwithstanding anything in the Original Resolution, the Original Purchase Agreement or the Original 2003 AEDA Bonds to the contrary, the principal of and interest on the Amended 2003 AEDA Bonds shall be payable semi - annually on each February 1 and August 1 (or on the first business day thereafter if such date occurs on a Saturday, Sunday or legal holiday), commencing on February 1, 2012. Section 3. Optional Redemption Rights. Notwithstanding anything in the Original Resolution, the Original Purchase Agreement or the Original 2003 AEDA Bonds to the contrary, the Amended 2003 AEDA Bonds maturing on or before February 1, 2022 shall not be subject to optional redemption prior to maturity. The Amended 2003 AEDA Bonds maturing on or after INDS01 B1B 13017850 3