Bill No. 20-22 Amending Bond Ordinance_City of South Bend, Indiana Variable Rate Economic Development Revenue Bonds, Series 2007 (PEI_Genesis Project)

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61 are bearing interest at the Weekly Interest Rate or the Fixed Interest Rate, the Replacement Date may be any date selected by the Borrower, provided, however, that such date allows the Trustee reasonable time to comply with the notice and mandatory tender provisions of Section 2.06 hereof. The expiration date of the Alternate Letter of Credit shall be not earlier than the later of the expiration date of the Letter of Credit being replaced and the date which is fifteen (15) days after the end of the Interest Rate Period applicable or to be applicable to the Project Bonds, or if the Project Bonds bear or are to bear interest at the Fixed Interest Rate, the expiration date of the Alternate Letter of Credit shall be not earlier than fifteen (15) days after the First Optional Redemption Date. Prior to the replacement of a Letter of Credit with an Alternate Letter of Credit, the Trustee shall give 30 days’ notice to the Holders and, if the Project Bonds are then rated by a Rating Service, to each Rating Service which then has a rating on the Project Bonds of such event and shall have received the following not less than forty-five (45) days prior to the Replacement Date: (i) an opinion of counsel for the issuer of the Alternate Letter of Credit that it constitutes a legal, valid and binding obligation of the issuer in accordance with its terms; (ii) an opinion of counsel acceptable to the Trustee to the effect that payments under the Alternate Letter of Credit will not constitute voidable preferences in the event of a bankruptcy of the Borrower or the Issuer; (iii) the Alternate Letter of Credit; and (iv) an opinion of Bond Counsel that such replacement will not cause interest on the Project Bonds to become includable in gross income for federal income tax purposes. The Alternate Letter of Credit must be issued by a financial institution whose unsecured, uninsured and unguaranteed debt (or, in the case of a bank subsidiary of a bank holding company, whose bank holding company’s debt) is rated in a rating category not lower than the third highest rating category by a Rating Service. (a) The Confirming Letter of Credit initially expires on January 29, 2012, unless extended, or earlier as provided therein. The Bank may, at its option, provide for the delivery to the Trustee of an Alternate Confirming Letter of Credit to take effect on a date selected by the Bank (the “Replacement Date”). If the Project Bonds are bearing interest at the Weekly Interest Rate or the Fixed Interest Rate, the Replacement Date may be any date selected by the Bank, provided, however, that such date allows the Trustee reasonable time to comply with the notice and mandatory tender provisions of Section 2.06 hereof. The expiration date of the Alternate Confirming Letter of Credit shall be not earlier than the later of the expiration date of the Confirming Letter of Credit being replaced and the date which is fifteen (15) days after the end of the Interest Rate Period applicable or to be applicable to the Project Bonds, or if the Project Bonds bear or are to bear interest at the Fixed Interest Rate, the expiration date of the Alternate Confirming Letter of Credit shall be not earlier than fifteen (15) days after the First Optional Redemption Date. Prior to the replacement of a Confirming Letter of Credit with an Alternate Confirming Letter of