10659-19 Supplemental Bond Ordinance

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amendment does not adversely affect the interests of the owners of the outstanding Original Bonds. As of the date of filing of this ordinance, the Bond Bank is the registered owner of all of the outstanding Original Bonds, and the City desires to adopt this supplemental ordinance (the "Supplemental Ordinance") in order to supplement and amend the Original Ordinance (the Original Ordinance, as supplemented and amended by this Supplemental Ordinance, collectively, the "Ordinance") for the purpose of authorizing the modification of the Call Rights and the execution and delivery of the Amended Bonds (in order to evidence the modification of such Call Rights), all in consideration for the Bond Bank (a) crediting to the City a portion of the economic benefits associated with the Refunding Program in an amount estimated to be, based upon current market conditions, approximately $1,135,539 (the "Call Rights Modification Credit"), with such Call Rights Modification Credit being in the form of a reduction in one or more payments of debt service on the Original Bonds (which will be evidenced by the Amended Bonds), and (b) returning all of the outstanding Original Bonds to the City. The Common Council has determined that a significant benefit to the City in the amount of the Call Rights Modification Credit will be effected by assisting the Bond Bank in the undertaking of the Refunding Program, and that the modification of the Call Rights and the execution and delivery of the Amended Bonds will not adversely affect the owners of the Original Bonds upon the execution and delivery of the Amended Bonds. The Common Council further finds that all conditions precedent to the adoption of this Supplemental Ordinance have been complied with in accordance with the provisions of Indiana Code 5-1-5 and Indiana Code 8-1.5, each as amended (collectively, the"Act"), to the extent each is applicable hereto. NOW THEREFORE, BE IT ORDAINED BY THE COMMON COUNCIL OF THE CITY OF SOUTH BEND, INDIANA, AS FOLLOWS: SECTION I. Authorization of Transaction; Modification of Call Rights. The Common Council hereby determines that (a) the receipt of the Call Rights Modification Credit(in the form described in the recitals hereof) in exchange for the modification of the Call Rights by the City, and (b) the execution and delivery by the City of the Amended Bonds to the Bond Bank in exchange for the outstanding Original Bonds now held by the Bond Bank, in order to evidence the modification of such Call Rights and the receipt of the Call Rights Modification Credit (clauses (a) and (b), collectively, the "Transaction"), is in the best interests of the City and is consistent with and in furtherance of the purposes for which the City was created and exists. Accordingly, the City is hereby authorized to modify the Call Rights and to execute and deliver the Amended Bonds, all in accordance with the terms and conditions of this Supplemental Ordinance. SECTION II. The Amended Bonds. In accordance with the Act and for the purpose of the Transaction, the City shall execute and deliver its amended bonds designated as the "City of South Bend, Indiana, Amended Waterworks Revenue Bonds of 2009, Series B", in an original aggregate principal amount not to exceed the aggregate principal amount of the Original Bonds which are currently outstanding (the "Amended Bonds"), and exchange the Amended Bonds for all of the outstanding Original Bonds. SECTION III. Except where inconsistent with the provisions of this Supplemental Ordinance, the terms and conditions of the Amended Bonds shall be the same as those of the outstanding Original Bonds as provided in the Original Ordinance; provided, however, if requested by the Bond Bank, the Amended Bonds may be issued as one or more term bonds subject to mandatory sinking fund redemption payments. The form of the Amended Bonds shall be substantially in the form set forth in the Original Ordinance, with such conforming changes as shall be necessary to reflect the terms and conditions set forth in this Supplemental Ordinance and in the Amended Purchase Agreement (as defined herein), including the modification of the Call Rights. The Amended Bonds shall be executed and delivered in the same manner and in accordance with the terms and conditions of the Original Ordinance and the Act. SECTION IV. Redemption Provisions of the Amended Bonds. Notwithstanding anything in the Original Ordinance, the Original Purchase Agreement or the Original Bonds to the contrary, (a) if in the best interests of the City as determined by the Controller of the City(the "Controller"), the Call Rights may be modified so that the Amended Bonds shall be subject to redemption at the option of the City on any date on or after the first optional redemption date on the Refunding Bond Bank Bonds (if any), at a redemption price equal to the principal amount 2