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<br />WHEREAS, after giving notice in accordance with the Act and Section 147(f) of the Code,
<br />the Common Council of the Issuer, on or about , held a public hearing on the
<br />proposed the execution and delivery of this Third Amended and Restated Indenture and the Second
<br />Amended and Restated Agreement, and, upon finding that such proposed matters will be of benefit
<br />to the health or general welfare of the citizens of South Bend, Indiana and complies with the Act,
<br />by ordinance duly passed and approved by the Common Counsel of the Issuer on or about
<br /> , and duly approved by the Mayor of the Issuer, the Issuer duly and validly
<br />authorized and approved the execution and delivery of this Third Amended and Restated Indenture
<br />and the Third Amended and Restated Agreement; and
<br />WHEREAS, the Trustee has agreed to accept the trusts herein created upon the terms herein
<br />set forth:
<br />NOW, THEREFORE, THIS INDENTURE WITNESSETH, that to secure the payment of
<br />Bond Service Charges on the Bonds, to secure the performance and observance of all of the
<br />covenants, agreements, obligations and conditions contained therein and herein, and to declare the
<br />terms and conditions upon and subject to which the Bonds are and are intended to be issued, held,
<br />secured and enforced, and in consideration of the premises and the acceptance by the Trustee of
<br />the trusts created herein and of the purchase and acceptance of the Project Bonds by the Holders,
<br />and for other good and valuable consideration, the receipt of which is acknowledged, the Issuer
<br />has executed and delivered this Indenture and absolutely assigns hereby to the Trustee, and to its
<br />successors in trust, and its and their assigns, all right, title and interest of the Issuer in and to: (a)
<br />the Revenues, including, without limitation, all Loan Payments and other amounts receivable by
<br />or on behalf of the Issuer under the Agreement in respect of repayment of the Loan and all moneys
<br />and investments in the Bond Fund and the Project Fund; (b) the Agreement, except for the
<br />Unassigned Issuer’s Rights; and (c) the Project Note; all of which the Trustee shall hold subject to
<br />the following:
<br />(a) except as provided otherwise herein, for the equal and proportionate
<br />benefit, security and protection of all present and future Holders of the Bonds,
<br />(b) for the enforcement of the payment of the Bond Service Charges when
<br />payable, and
<br />(c) to secure the performance and observance of and compliance with the
<br />covenants, agreements, obligations, terms and conditions of this Indenture;
<br />in each case, without preference, priority or distinction, as to lien or otherwise, of any one Bond
<br />over any other by reason of designation, number, date of the Bonds or of authorization, issuance,
<br />sale, execution, authentication, delivery or maturity thereof, or otherwise, so that each Bond and
<br />all Bonds shall have the same right, lien and privilege under this Indenture and shall be secured
<br />equally and ratably hereby, it being intended that the lien and security of this Indenture shall take
<br />effect from October 1, 2007 (the date of the Original Indenture), without regard to the date of the
<br />actual issue, sale or disposition of the Bonds, as though upon that date all of the Bonds were
<br />actually issued, sold and delivered to purchasers for value; provided, however, that moneys drawn
<br />under the Letter of Credit and the Confirming Letter of Credit, if any, shall be applied only to the
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