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<br />TRUST INDENTURE
<br />THIS TRUST INDENTURE dated as of March 1, 2022, by and between the CITY OF
<br />SOUTH BEND, INDIANA (the “Issuer” or “City”), a municipal corporation organized and
<br />existing under the laws of the State of Indiana, and [U.S. BANK NATIONAL ASSOCIATION],
<br />a banking association duly organized and authorized to accept and execute trusts of the character
<br />herein, having a corporate trust office in the City of Indianapolis, Indiana, as trustee (the
<br />“Trustee”);
<br />WITNESSETH:
<br />WHEREAS, IC 36-7-11.9 and 12, as supplemented and amended, authorize and empower
<br />the Issuer to issue revenue bonds and to use the proceeds therefrom for the purpose of financing
<br />economic development facilities and vests such Issuer with powers that may be necessary to enable
<br />it to accomplish such purposes; and
<br />WHEREAS, pursuant to this Indenture and the Financing Agreement dated as of March 1,
<br />2022 (the “Financing Agreement”), by and among the Issuer, the City of South Bend Building
<br />Corporation (the “Building Corporation”), and the Potawatomi Zoological Society, Inc., an Indiana
<br />non-profit corporation (the “Corporation”) and in accordance with the Act, the Issuer intends to
<br />issue its City of South Bend, Indiana, Economic Development Lease Rental Revenue Bonds,
<br />Series 2022 (Potawatomi Zoo Project) in the aggregate principal amount of $__________ (the
<br />“Series 2022 Bonds”), for the purpose of providing funds to (a) finance the costs of the Project
<br />(defined herein), (b) fund the Debt Service Reserve Fund (defined herein) and (c) pay Costs of
<br />Issuance (defined herein) related to the Series 2022 Bonds; and
<br />WHEREAS, the execution and delivery of this Indenture and the issuance of revenue bonds
<br />under the Act as herein provided have been in all respects duly and validly authorized by
<br />proceedings duly passed on and approved by the Issuer; and
<br />WHEREAS, after giving notice in accordance with the Act and IC 5-3-1-4, the South Bend
<br />Economic Development Commission (the “Economic Development Commission”) held a public
<br />hearing on behalf of the Issuer, and, upon finding that the Project and the proposed financing of a
<br />portion of the costs thereof (i) will create or retain employment opportunities in and near the City;
<br />(ii) will benefit the health and general welfare of the citizens of the City and the State of Indiana;
<br />and (iii) will comply with the purposes and provisions of the Act, adopted a resolution approving
<br />the proposed financing; and
<br />WHEREAS, the Act provides that the Series 2022 Bonds may be secured by a trust
<br />indenture between the Issuer and a corporate trustee; and
<br />WHEREAS, to provide for the financing and construction of a portion of the Project, the
<br />Building Corporation has entered into a Lease, dated as of December 1, 2021, among the Building
<br />Corporation, as lessor, and the South Bend Redevelopment Commission (the “Redevelopment
<br />Commission”), as lessee, as supplemented and amended by an Addendum to Lease dated as of
<br />March __, 2022, between the Building Coporation, as lessor, and the Redevelopment Commission,
<br />as lessee (collectively, the “Lease”); and
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