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

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The Mayor is hereby authorized to negotiate, execute and deliver a Bond Purchase Agreement for each series of Bonds (collectively, the "Bond Purchase Agreements"). The Mayor and the Clerk are authorized and directed to sell each series of Bonds upon such terms as set forth in the Bond Purchase Agreements, at a fixed rate of interest on the Bonds as set forth in the Financing Documents and incorporated herein by reference, but in no event shall the interest rate on the Bonds exceed eight percent (8.0%) 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 twenty-five (25) 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. The Series A Bonds shall be offered and sold pursuant to an Official Statement with respect to the Series A Bonds (the "Official Statement"), to be made available and distributed in such manner, at such times, for such periods and in such number of copies as may be required pursuant to Rule ISc2-12 promulgated by the United States Securities and Exchange Commission (the "Rule"). The Mayor and the Clerk are hereby authorized to approve the form of the Preliminary Official Statement upon the advice of counsel. The Mayor and the Clerk hereby further authorized to deem "final" the Preliminary Official Statement, as of its date, in accordance with the provisions of the Rule, subject to completion as permitted by the Rule. The Mayor and the Clerk are hereby authorized and directed, upon the advice of the counsel, to place into final form and distribute and cause to be delivered the final Official Statement in accordance with the Rule, and the Mayor or the Clerk is further authorized to execute the final Official Statement. The City covenants and agrees that it will comply with and carry out the continuing disclosure requirements of Section (b)(5) of the Rule. The Mayor and the Clerk are hereby authorized to approve a continuing disclosure agreement and to execute the same on the date the Series A Bonds are issued if so requested by the purchaser of the Series A Bonds. SECTION V. 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 VI. 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 Loan Agreement, the endorsements to the Notes, the Trust Indenture, the Bond Purchase Agreements, and the Bonds 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. SECTION VII. The Mayor and the Clerk are authorized to execute any other documents and take such other action that may be necessary or desirable to consummate the issuance and sale of the Bonds and the Loan to the Company. The signatures of the Mayor and the Clerk on the Bonds may be manual or facsimile signatures. The Clerk is authorized to arrange for SBIMANI 192617v2 - 4 -