8448-93 Authorizing City of South Bend Economic Development Revenue Refunding Bonds (First Bank Center Project) $8,030,384.77

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bonds, to be designated "Economic Development Revenue Refunding Bonds (First Bank Center Project) ", in an aggregate principal amount of $8,030,384.77 (the "Bonds "). (b) The Borrower requires funds to refinance its $2,500,000 Mortgage Note dated April 20, 1982 (the "Prior Taxable Note "). To provide funds to finance the prepayment of the Prior Taxable Note, the Borrower proposes to issue and sell its 6.90% Secured Note due April 1, 2012 (the "Taxable Note ") in the original aggregate principal amount of $2,235,000 pursuant to the terms of this Bond and Note Purchase Agreement (this "Bond Purchase Agreement" or this "Purchase Agreement"). Section 1.2. Description of Bonds and Taxable Note. The Bonds will be dated the date of issuance thereof, will bear interest from the date thereof, will be issued under and secured by and have the other rights, terms and provisions provided therefor in an Indenture of Trust (the "Indenture ") to be dated as of November 15, 1993 between the Issuer and NBD Bank, N.A., as trustee (the "Trustee"), substantially in the form attached hereto as Exhibit F. (b) Description of Taxable Note. The Taxable Note will be dated the date of issue, will have the other rights, terms and provisions provided for herein, will bear interest at the rate of six and ninety one - hundredths percent (6.90 %) per annum on such principal amount from time to time remaining unpaid, and shall be payable in installments as follows: (i) one installment of interest only (computed on the actual number of days elapsed and on the basis of a 365 -day year), payable on the first day of the month following the Closing Date; two hundred nineteen (219) equal installments, each in the amount of $ and each including both principal and interest (computed on the basis of a 360 -day year of twelve 30 -day months), payable on the first day of the second month following the Closing Date and on the first day of each month until 219 such payments shall have been made; and (iii) a final installment, payable on the first day of the 220th month following the Closing Date, in the amount of the entire unpaid principal balance of and interest on the Taxable Note; and will be otherwise substantially in the form attached hereto as Exhibit M. The Taxable Note is not subject to prepayment or redemption at the option of the Borrower prior to its express maturity date except on the terms and conditions and in the amount (and with premium, if any) set forth in Section 7 of this Purchase Agreement. The Taxable Note shall bear interest on any overdue installment of principal and premium and (to the extent that the payment of such interest shall be legally enforceable) on any overdue installment of interest at a rate per annum of ten and ninety one - hundredths percent (10.90 %). -2-