9536-04 Authorizing the City of South Bend to issue its "Taxable Economic Development Revenue Bonds, Series 2004

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to the extent necessary from payments made by the Company. The Series B Bonds shall be junior and subordinate to the Series A Bonds with respect to the Redevelopment Commission's pledge of its available TIF Revenues and with respect to the Company's obligation to make payments on the Bonds to the extent necessary. The Project will be located in Allocation Area No. 3 (the "Area"), an allocation area designated for purpose of tax increment financing within the South Side Development Area, an area of the City previously designated and declared by the Redevelopment Commission to be a redevelopment area within the meaning of Indiana Code § 36-7-14. An allocation fund (the "Allocation Fund") has been established for the purpose of receiving the tax increment revenues allocated for such purposes pursuant to the Act. The South Bend Economic Development Commission (the "Commission") has rendered its Amended Report of the South Bend Economic Development Commission Concerning the Proposed Financing of a Commercial and Retail Development Project regarding the proposed financing of the costs of the Improvements. After a duly noticed public hearing conducted on September 13, 2004, the Commission adopted a resolution (the "Resolution"), which Resolution has been previously transmitted to the Clerk of the City, finding that the financing of the Improvements, as described in the application submitted by the Company to the Commission, complies with the purposes and provisions of the Act, and will be of benefit to the health and welfare of the City and its citizens, and will not have an adverse competitive impact on other facilities of the same or similar kind already construed or operating in the City. Pursuant to the Resolution, the Commission has approved the proposed financing and has approved in substantially final form, subject to subsequent changes by the Mayor of the City (the "Mayor") and the Clerk of the City (the "Clerk"), the Loan Agreement and the forms of Borrower's Promissory Notes attached thereto (the "Notes"); a Trust Indenture for the purpose of securing the Bonds (the "Trust Indenture"); a form of Bond Purchase Agreement providing for the issuance and sale of the Bonds (the "Bond Purchase Agreement"), which form of Bond Purchase Agreement will be used for each series of Bonds; and the form of the City of South Bend, Indiana, Taxable Economic Development Revenue Bonds, Series 2004 (Erskine Village Project), which form of bond will be used for each series of Bonds (collectively, the "Financing Documents"). Pursuant to and in accordance with the Act, the City desires to issue the Bonds for the purpose of loaning the proceeds thereof to the Borrower to finance a portion of the costs of the Improvements. No member of the Council has any pecuniary interest in any employment, financing agreement or other contract made under the provisions of Indiana Code § 36-7-11.9 and Indiana Code § 36-7-12 and related to the bonds authorized herein, which pecuniary interest has not been fully disclosed to the Council and no such member has voted on any such matter, all in accordance with the provisions of Indiana Code § 36-7-12-16. SBIMANI 192617v2 - 2