8496-94 Authorizing City of South Bend Amend Documents Economic Development Revenue Bonds Series 1985

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FIRST AMENDMENT TO LOAN AGREEMENT The parties to this First Amendment to Loan Agreement ("Amendment") dated as of , 1994, by and among the City of South Bend, a municipal corporation organized under the laws of the State of Indiana(the "Issuer"), Sturgis Iron&Metal Co. Inc., a Michigan corporation ("Sturgis"), Society National Bank, Indiana (the "Bondholder"), Society National Bank, Indiana, as Trustee (the "Trustee"), and Inland Distributing Corporation, an Indiana corporation ("Inland"), agree as follows: RECITALS. The Issuer and Inland entered into a Loan Agreement dated as of April 1, 1985 (the "Loan Agreement") in order to provide for the issuance of and security for the Issuer's Economic Development Revenue Bonds, Series 1985 (Inland Distributing Corporation Project) in the aggregate principal amount of$625,000.00 (the "Bond"). Sturgis is the successor in interest to Inland, the "Borrower" as defined in the Loan Agreement . The interest of the Issuer under the Loan Agreement was assigned to the Trustee pursuant to an Assignment dated May 2, 1985. Sturgis, Inland, and the Bondholder have entered into this Amendment in order to amend the Loan Agreement to transfer the "Project" as defined in the Loan Agreement from Inland to Sturgis. Section 1. Definitions and References. All capitalized terms not otherwise defined herein shall have the meanings assigned to them in the Loan Agreement. All reference to the Loan Agreement shall mean the Loan Agreement as amended by this Amendment. Section 2. Amendments to Loan Agreement. The Loan Agreement is hereby amended as follows: A new Section 6.4 shall be added to the Loan Agreement, to read as follows: Section 6.4 If the Borrower files a voluntary petition for relief under the United States Bankruptcy Code, 11 U.S.C. section 101 et seq. ("Bankruptcy Code"), or an order for relief is otherwise entered in a bankruptcy case filed by the Borrower or initiated against the Borrower, the Borrower waives any and all objections to and otherwise agrees not to oppose any motion filed by the Trustee for relief from the automatic stay pursuant to section 362(c) or (d) of the Bankruptcy Code. This provision shall be binding upon the Borrower as a debtor-in-possession and upon any trustee appointed by a Bankruptcy Court of competent jurisdiction. Section 3. Release of Inland's Obligations. Inland shall be released from its obligations under the Loan Agreement, the "Series 1985 Note" as defined in the Loan Agreement, and Sturgis shall hereafter be obligated as the successor to Inland under the Loan Agreement, this Amendment, the Series 1985 Note, the Mortgage from Inland to the Trustee dated and recorded May 2, 1985, as Instrument No. 85 8023 in St. Joseph County, Indiana, and all related documents.