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

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"Independent Counsel" means an attorney duly admitted to practice law before the highest court of any state and not regularly employed on a substantial basis by the Issuer or the Borrower and acceptable to the Trustee. "Institutional Holder" means (i) the Banks, (ii) the Purchasers, and (iii) any other bank, trust company, insurance company, pension fund or similar financial institution holding at the time fully registered Bonds equal in aggregate principal amount to at least 10% in aggregate principal amount of Bonds then outstanding. "Issuer" means City of South Bend, Indiana, a municipal corporation and political subdivision of the State of Indiana, and its successors and assigns. "Loan Agreement" means the Loan Agreement dated as of November 15, 1993 executed by and between the Issuer and the Borrower and any amendments and supplements thereto. "Make -Whole Amount" shall mean in connection with any prepayment or acceleration of the Bonds or the Taxable Note as the case may be the excess, if any, of (a) the aggregate present values as of the date of such prepayment of each dollar of principal being prepaid (taking into account the application of such prepayment required in accordance with the maturities stated on the face of the Bond, if any, or the Taxable Note as the case may be) and the amount of interest (exclusive of interest accrued to the date of prepayment) that would have been payable in respect of such dollar if such prepayment had not been made, determined by discounting such amounts at the Reinvestment Rate from the respective dates on which they would have been payable, over (b) 100% of the principal amount of the Bonds or the Taxable Note as the case may be being prepaid at the date such Bonds or the Taxable Note as the case may be are to be prepaid. If the applicable Reinvestment Rate at the time of determination of the Make -Whole Amount is equal to or higher than (1) with respect to the Bonds, 5.52 %, or (2) with respect to the Taxable Note, 6.90 %, then the Make -Whole Amount for any payment or prepayment of the Bonds or the Taxable Note as the case may be is zero. For purposes of any determination of the Make -Whole Amount: "Reinvestment Rate" shall mean the yield reported, as of 10:00 a.m. (New York, New York time) on the Business Day next preceding the date of prepayment or payment of the Bonds on the display designated as "Page 500" on the Telerate Service (or such other display as may replace "Page 500" on the Telerate Service) for actively traded U.S. Treasury Securities having a maturity corresponding to the series of Bonds or the Taxable Note as the case may be then being prepaid or paid as of the date of prepayment or payment or if such yield shall not be reported as of such time or if the yields reported as of such time are not ascertainable in accordance with the preceding clause, then the arithmetic mean of the yields under the respective headings "This Week" and "Last Week" published in the Statistical Release under the caption "Treasury Constant Maturities" for the maturity (rounded to the nearest month) corresponding to the Weighted Average Life to Maturity of the principal being prepaid (taking into account the application of such prepayment required in accordance with the maturities stated on the face of the Bonds, if any). If no maturity K12