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

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INDENTURE OF TRUST THIS INDENTURE OF TRUST, made and entered into as of November 15, 1993, by and between the CITY OF SOUTH BEND, INDIANA, a municipal corporation and political subdivision of the State of Indiana (hereinafter sometimes referred to as the "Issuer"), and NBD BANK, N.A., with its principal office, domicile and post office address located at One Indiana Square, Indianapolis Indiana 46266, as Trustee (hereinafter sometimes referred to as "Trustee"); WITNESSETH: WHEREAS, Indiana Code 36 -7 -12, as amended (the "Act "), authorizes and empowers municipalities of the State of Indiana to issue revenue refunding bonds and to lend the proceeds therefrom to a partnership for the purpose of refunding bonds relating to the financing of economic development facilities and vests such municipalities with powers necessary to enable them to accomplish such purposes; and WHEREAS, pursuant to and in accordance with the provisions of Indiana Code 18- 6 -4.5, as amended (the "Prior Act"), the Issuer issued its Economic Development Revenue Bonds (First Bank Center Project), in an aggregate principal amount of $9,000,000 (the "Prior Bonds ") and lent the proceeds therefrom to FIRST BANK CENTER LIMITED PARTNERSHIP, a limited partnership duly organized and existing under the laws of the State of Minnesota (the "Borrower ") for the purpose of financing the acquisition and construction of certain economic development facilities (the "Project "), to be located in the City of South Bend, as an authorized project under said Prior Act; and WHEREAS, the Prior Bonds were (i) issued under that certain Indenture of Trust dated as of March 15, 1981 (the "Prior Indenture ") between the Issuer and The Indiana National Bank, as trustee (the "Prior Trustee ") for the purposes described therein, (ii) secured by a pledge of the Prior Loan Agreement and Prior Note (as hereinafter defined), and (iii) secured by the Prior Mortgage and Prior Assignment of Lease (as hereinafter defined); and WHEREAS, the Borrower gave notice to the Prior Trustee under Section 301(b) of the Prior Indenture of the Borrower's election to prepay and redeem the Prior Bonds; and WHEREAS, the execution and delivery of this Indenture of Trust (hereinafter sometimes referred to as the "Indenture"), and the issuance of the Bonds (as hereinafter defined) under the Act have been in all respects duly and validly authorized by proceedings duly passed and approved by the governing body of the Issuer; and WHEREAS, the Bonds issued under this Indenture will be secured by a pledge of the Loan Agreement, Note, Mortgage and Assignment of Lease, all as hereinafter defined; and WHEREAS, it has been determined that in order to obtain funds to pay a portion of the redemption price of and amount required to prepay the Prior Bonds pursuant to