8499-94 Authorizing Multifamily Housing Revenue Refunding Bonds

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BOND EXCHANGE AGREEMENT The undersigned Nuveen Municipal Value Fund, Inc. (the "Bondholder ") is the owner of $11,000,000 Multifamily Housing Revenue Refunding Bonds (The Pointe at St. Joseph Project) Series A and Series B, dated December 15, 1988, and $555,000 Multifamily Revenue Bonds (The Pointe at St. Joseph Project) Series A and Series B, dated January 25, 1989 (the "Prior Bonds "), issued by the undersigned City of South Bend, Indiana (the "Issuer ") pursuant to a certain Trust Indenture between the Issuer and First Union National Bank of Florida, (as successor to Southeast Bank, N.A.,) as trustee (the "Trustee ") and Irwin Union Bank and Trust Company, as co- trustee, dated as of December 1, 1988, as amended and supplemented from time to time. The Prior Bonds were issued for the purpose of funding the construction of a 202 -unit multifamily housing project (the "Project") in downtown South Bend, Indiana. The Project is owned by the undersigned Can - American South Bend Limited Partnership, a Minnesota limited partnership (the "Owner "). The Owner and the Bondholder have agreed that it is necessary to reduce the cashflow requirements of the Project used for the servicing of debt and for that reason they have agreed that the Prior Bonds would be refunded by the issuance by the Issuer of $12,920,485 Multifamily Housing Revenue Refunding Bonds (The Pointe at St. Joseph Project), Issue of 1994, Series A, Series B, Series C and Series D (the "1994 Refunding Bonds "). The Owner and the Bondholder have reviewed the form of the 1994 Refunding Bonds and the necessary financing documents with respect thereto. The Issuer has agreed to issue the 1994 Refunding Bonds with the understanding that upon delivery they will be exchanged for the Prior Bonds. The Bondholder herewith agrees to deliver to the Trustee all of the outstanding Prior Bonds to be held by the Trustee pending its receipt of the 1994 Refunding Bonds. The Issuer herewith directs the Trustee, upon receipt of the 1994 Refunding Bonds, to cancel all outstanding Prior Bonds to deliver the 1994 Refunding Bonds to or on the order of the Bondholder and to deliver to the Bondholder, the Owner and the Issuer a Certificate of Cancellation evidencing such cancellation. The Owner agrees to pay to the Trustee for the account of the Issuer accrued interest on the Prior Bonds, dated as of December 15, 1988, in the amount of $ payable 247934.01.04 2006567/RHG:4/27/94