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WHEREAS, the Bond Bank previously issued its Indiana Bond Bank Special Program
<br />Bonds, Series 2003 E (South Bend TIF Districts), dated December 30, 2003, in the aggregate
<br />principal amount of $36,530;000 (the "Pnor Bond Bank Bonds "), for the purpose of providing
<br />funds to purchase the Original Qualified Obligations from the Qualified Entity; and
<br />WHEREAS, the Bond Bank has authorized and intends to issue its Indiana Bond Bank
<br />Special Program Refunding Bonds, Series 2011 A (South Bend TIF Districts) (the "Refunding
<br />Bonds "), pursuant to the Trust Indenture, dated as of 1, 2011 (the "Bond Bank
<br />Indenture "), between the Bond Bank and The Bank of New York Mellon Trust Company, N.A.,
<br />as trustee (the "Trustee "), for the purpose of refunding all or a portion of the Prior Bond Bank
<br />Bonds (the "Refunding Program "); and
<br />WHEREAS, as a condition to sharing a portion of the economic benefits associated with
<br />the Refunding Program with the Qualified Entity, the Bond Bank has requested that the
<br />Qualified Entity modify. its Call Rights and evidence the modification of the Call Rights (in
<br />exchange for receiving a portion of the economic benefits associated with the Refunding
<br />Program) by executing and delivering its Amended Qualified Obligations (as hereinafter
<br />defined) and, following the undertaking of the Refunding Program and satisfaction of the other
<br />terms and conditions set forth herein, exchanging the Amended Qualified Obligations for the
<br />outstanding Original Qualified Obligations; and
<br />WHEREAS, the Qualified Entity has duly authorized, pursuant to the Original
<br />Resolutions, as supplemented and amended by separate resolutions adopted by the Qualified
<br />Entity on November 8, 2011 (the "Supplemental Resolutions ")(the Original Resolutions and the
<br />Supplemental Resolutions, collectively, the "Resolutions "), the modification of the Call Rights
<br />and, in order to evidence the modification of the Call Rights, the execution and delivery of. (i) its
<br />amended bonds designated as the "City of South Bend, Indiana, Redevelopment District
<br />Amended Tax Increment Revenue Bonds, Series 2003 (Airport Economic Development Area),"
<br />in the original aggregate principal amount not to exceed the aggregate outstanding principal
<br />amount of the Original AEDA Qualified Obligations (as so amended, the "Amended AEDA
<br />Qualified Obligations "); and (ii) its- amended bonds designated as the "City of South Bend,
<br />Indiana, Redevelopment District Amended Tax Increment Revenue Bonds, Series 2003 (South
<br />Bend Central Development Area), " in the original aggregate principal amount not to exceed the
<br />aggregate outstanding principal amount of the Original SBCDA Qualified Obligations (as so
<br />amended, the "Amended SBCDA Qualified Obligations ") (the Amended AEDA Qualified
<br />Obligations and the Amended SBCDA Qualified Obligations, collectively, the "Amended
<br />Qualified Obligations "').
<br />NOW, THEREFORE, in consideration of the premises and the mutual covenants
<br />contained herein, the Bond Bank, the City and the Qualified Entity agree as follows:
<br />Section 1. (a) In exchange for modifying the Call Rights with respect to the
<br />Original AEDA Qualified Obligations, the Bond Bank hereby agrees to pay the Qualified Entity
<br />an aggregate amount equal to $ (the "AEDA Call Rights Modification Fee ").
<br />The Bond Bank shall pay, or provide written directions to the Trustee to pay on behalf of the
<br />(00� Bond Bank, such amount to the Qualified Entity by wire transfer on the date of issuance of the
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<br />INDS01 BJB 1301170v2
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