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<br />Trustee (the “Original Indenture”), which Original Indenture was amended and restated by that
<br />certain Amended and Restated Trust Indenture, dated October 1, 2009, between the Issuer and
<br />the Trustee (the “First Amended and Restated Indenture”), which First Amended and Restated
<br />Indenture was amended and restated by that certain Second Amended and Restated Trust
<br />Indenture, dated January 3, 2012, between the Issuer and the Trustee (the “Second Amended
<br />and Restated Indenture”), and which First Amended and Restated Indenture will be amended and
<br />restated contemporaneously herewith by the Third Amended and Restated Trust indenture, dated
<br />the date hereof (the “Third Amended and Restated Indenture”), and authorizing the loan of the
<br />proceeds thereof to Tuliptree and PEI/Genesis, Inc. (collectively, the “Original Borrower”)
<br />pursuant to that certain Loan Agreement (the “Original Agreement”), dated as of January 1, 2007,
<br />between the Original Borrower and the Trustee, which Original Agreement was amended and
<br />restated by that certain Amended and Restated Loan Agreement, dated October 1, 2009,
<br />between the Issuer and the Trustee (the “First Amended and Restated Agreement”), which First
<br />Amended and Restated Loan Agreement was Amended and Restated by the Second Amended and
<br />Restated Loan Agreement, dated January 3, 2012, between the Issuer and the Trustee (the “Second
<br />Amended and Restated Loan Agreement), and which Second Amended and Restated Agreement
<br />has been amended and restated by this Agreement; and
<br />WHEREAS, the Borrower has agreed to make payments pursuant to this Agreement
<br />sufficient in the aggregate to pay fully when due the principal of and premium, if any, and interest
<br />on the Project Bonds, and the purchase price of Bonds tendered for purchase, and related expenses;
<br />and
<br />WHEREAS, pursuant to the Indenture, the Issuer has pledged and assigned certain of
<br />its rights under this Agreement as security for the Project Bonds; and
<br />WHEREAS, the Borrower desires that the Issuer and the Trustee amend, supplement
<br />and restate the Second Amended and Restated Indenture to replace the LIBOR Rate with the
<br />BSBY Rate for the Bonds and related provisions as set forth in Third Amended and Restated
<br />Indenture for the purpose of, among other things, implementing the BSBY Rate and removing
<br />PEI/Genesis, Inc. as a Borrower; and
<br />WHEREAS, the Issuer and the Borrower, with the consent of the beneficial Holders of all
<br />of the outstanding Bonds, wish to amend, supplement and restate the Second Amended and
<br />Restated Agreement in connection with the replacement of the LIBOR Rate interest rate mode
<br />with the BSBY Rate interest mode for the Bonds as set forth in this Agreement; and
<br />WHEREAS, the amendment and restatement set forth in the Third Amended and Restated
<br />Indenture and the terms of the Bonds will result in the Bonds being deemed to have been reissued
<br />for purposes of the Internal Revenue Code of 1986, as amended; and
<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 December 12, 2011, held a public hearing on
<br />the proposed the execution and delivery of the Third Amended and Restated Trust Indenture and
<br />this Third Amended and Restated Agreement, and, upon finding that such proposed matters will
<br />be of benefit to the health or general welfare of the citizens of South Bend, Indiana and complies
<br />with the Act, by ordinance duly passed and approved by the Common Counsel of the Issuer
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