9593-05 Authorizing to issue its "Economic Development Revenue Bonds, Series 2005 (MDC South Bend, LLC Project)

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SECTION IV. The City shall issue the Bonds in one (1) series in an aggregate principal amount not to exceed Two Million Two Hundred Thousand and 00/100 Dollars ($2,200,000.00) designated as the "City of South Bend, Indiana, Economic Development Revenue Bonds, Series 2005 (MDC South Bend, LLC Project)." The proceeds of the Bonds net of the expenses in connection with or on account of the issuance of the Bonds shall be made available to the Company pursuant to the Loan Agreement. The Bonds shall not constitute an obligation or indebtedness of the City or the Commission. The Bonds, together with interest thereon, shall be payable solely from the payments made by the Company and the collateral pledged therefor. The Bonds shall be issued as fully registered bonds and shall mature, be dated, be subject to redemption and be payable in the medium and at the place or places and in the manner as provided in the Financing Documents approved by this Ordinance and incorporated herein by reference. The Mayor is hereby authorized to negotiate, execute and deliver the Loan Agreement. The Mayor and the Clerk are authorized and directed to sell the Bonds upon such terms as set forth in the Loan Agreement at a rate of interest on the Bonds which rate may be a fixed rate as set forth in the Financing Documents and incorporated herein by reference, but in no event shall the interest rate on the Bonds exceed ten percent (10.0%) per annum, and at a price equal to not less than 98% of the principal amount thereof plus accrued interest to the date of delivery of the Bonds, if any. The term of the Bonds shall not exceed twelve (12) years. The Mayor is further authorized to carry out, on behalf of the City, the terms and conditions set forth therein, consistent with the provisions of this Ordinance. SECTION V. The Bonds shall not constitute a debt or pledge of the faith and credit of the City, the State or any political subdivision thereof, and the holders, or owners thereof shall have no right to have taxes levied by the City, the State or of any political subdivision, for the payment of the principal thereof or interest thereon. Moneys raised by taxation shall not be obligated or pledged for the payment of principal of or interest on the Bonds, and the Bonds shall be payable solely from payments made by the Company pursuant to the Loan Agreement and the collateral pledged therefor. SECTION VI. The Clerk is hereby authorized and directed to obtain a legal opinion as to the validity of the Bonds from Baker & Daniels, bond counsel, of South Bend, Indiana, and to furnish such opinion to the purchaser of the Bonds. The cost of said opinion shall be considered as part of the costs incidental to these proceedings and shall be paid out of the proceeds of the Bonds or by the Company. SECTION VII. The Mayor and the Clerk are authorized and directed to execute, attest, deliver, and affix or imprint by any means the City seal to, the Bonds and the Financing Documents approved herein on behalf of the City and, by their execution of such documents, they may approve any changes therein without further approval of the Common Council or the Commission excepting, however, such changes as must be approved pursuant to Indiana Code § 36-7-12-25 and Indiana Code § 36-7-12-27. BDDBOI 4046058v2 - 3 -