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<br />FINANCING AGREEMENT
<br />This FINANCING AGREEMENT, dated as of March 1, 2022 (the “Financing
<br />Agreement”) by and among the POTAWATOMI ZOOLOGICAL SOCIETY, INC., an Indiana
<br />non-profit corporation (the “Corporation”), the CITY OF SOUTH BEND BUILDING
<br />CORPORATION (the “Building Corporation”), and the CITY OF SOUTH BEND, INDIANA (the
<br />“Issuer” or “City”), a municipal corporation duly organized and validly existing under the laws of
<br />the State of Indiana (the “State”).
<br />RECITALS
<br />WHEREAS, Indiana Code, Title 36, Article 7, Chapters 11.9 and 12, as supplemented and
<br />amended (collectively, the “Act”), authorizes and empowers the Issuer to issue revenue bonds and
<br />enter into agreements with companies to allow companies to acquire or construct economic
<br />development facilities and vests the Issuer with powers that may be necessary to enable it to
<br />accomplish such purposes; and
<br />WHEREAS, after giving notice in accordance with the Act and Indiana Code 5-3-1, the
<br />City of South Bend Economic Development Commission (the “Economic Development
<br />Commission”) held a public hearing regarding the Project (as defined herein), and, upon finding
<br />that the Project and the proposed financing of the acquisition, construction, expansion, renovation,
<br />equipping, furnishing and improvement thereof (i) will create or retain employment opportunities
<br />in the City, (ii) will benefit the health and general welfare of the citizens of the City and the State,
<br />and (iii) will comply with the purposes and provisions of the Act, the Economic Development
<br />Commission adopted a resolution, and the Common Council of the Issuer (the “Common
<br />Council”) adopted an ordinance, approving the proposed financing for the Project; and
<br />WHEREAS, the Issuer intends to issue its City of South Bend, Indiana, Potawatomi Zoo
<br />Project Economic Development Lease Rental Revenue Bonds, Series 2022 (Potawatomi Zoo
<br />Project), in the aggregate principal amount not to exceed $_______ (the “Series 2022 Bonds”),
<br />pursuant to a Trust Indenture, dated as of March 1, 2022 (the “Indenture”), by and between the
<br />Issuer and [U.S. Bank National Association], as trustee (the “Trustee”), for the purpose of
<br />providing funds to pay a portion of the costs of the Project and costs related to the issuance of the
<br />Series 2022 Bonds; and
<br />WHEREAS, the Series 2022 Bonds issued under the Indenture will be payable solely from
<br />certain lease rental payments (the “Lease Rentals”) made by the South Bend Redevelopment
<br />Commission (the “Commission”) to the Building Corporation pursuant to a lease dated as of
<br />December 1, 2021 (the “Lease”); and
<br />WHEREAS, the Commission expects to pay the Lease Rentals to the Building Corporation
<br />from certain St. Joseph County Hotel-Motel Tax Revenues pledged by the St. Joseph County
<br />Hotel-Motel Tax Board pursuant to Indiana Code 6-9-1-6.3 and if during the term of the Lease,
<br />such revenues are insufficient, the Lease Rentals will be paid by the levy of a special benefits tax
<br />pursuant to Indiana Code 36-7-14-27 and 36-7-14-25.2; and
<br />WHEREAS, the Building Corporation now desires to assign it rights under the Lease,
<br />including the right to receive the Lease Rentals, to the Issuer pursuant to the terms of this
<br />Agreement.
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