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THIRD AMENDED AND RESTATED PROJECT NOTE
<br />$8,105,000 (original principal amount)January 30, 2007
<br />$5,860,000 (current principal amount)Amended and Restated January 3, 2012
<br />$ (current principal amount)Amended and Restated May , 2022
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<br />TULIPTREE ASSOCIATES LLC, a Pennsylvania limited liability company
<br />(“Tuliptree” or the “Borrower”), for value received, promises to pay to U.S. Bank National
<br />Association, as trustee (the “Trustee”), under the Third Amended and Restated Indenture
<br />hereinafter referred to, the principal sum of
<br />EIGHT MILLION ONE HUNDRED FIVE THOUSAND
<br />DOLLARS ($8,105,000), now outstanding in the principal sum of
<br />FIVE MILLION EIGHT HUNDRED SIXTY THOUSAND
<br />DOLLARS ($5,860,000), now outstanding in the principal sum
<br />of
<br /> DOLLARS ($)
<br />and to pay (i) interest on the unpaid balance of such principal sum at the interest rate or interest
<br />rates borne by the Project Bonds (as defined below) and (ii) interest on overdue principal, and
<br />to the extent permitted by law, on overdue interest, at the interest rate provided under the
<br />terms of the Project Bonds.
<br />This Third Amended and Restated Project Note (this “Third Amended and Restated
<br />Note”), which supplements and amends the Project Note (the “Original Note”), dated January
<br />30, 2007, as amended and restated by the Amended and Restated Project Note, dated October 22,
<br />2009 (the “Amended and Restated Note”), and as further amended and restated by the Second
<br />Amended and Restated Project Note (the “Second Amended and Restated Project Note”)
<br />dated January 3, 2012, from PEI/Genesis, Inc. and Tuliptree (together, collectively, the “Original
<br />Borrower”) to the City of South Bend, Indiana (the “Issuer”), has been executed and delivered by
<br />the Borrower pursuant to that certain Loan Agreement (the “Original Agreement”), dated as of
<br />January 1, 2007, between the Original Borrower and the Issuer, which Original Agreement was
<br />amended and restated by that certain Amended and Restated Loan Agreement, dated October
<br />1, 2009, between the Original Borrower and the Issuer (the “First Amended and Restated
<br />Agreement”), and which First Amended and Restated Agreement was amended and restated by
<br />that certain Second Amended and Restated Loan Agreement, dated January 3, 2012 (the “Second
<br />Amended and Restated Loan Agreement”), and which Second Amended and Restated Agreement
<br />will be amended and restated contemporaneously herewith by that certain Third Amended and
<br />Restated Loan Agreement, dated May , 2022, between the Borrower and the Issuer (the
<br />“Third Amended and Restated Agreement”). Terms used but not defined herein shall have the
<br />meanings ascribed to such terms in the Third Amended and Restated Agreement and the Third
<br />Amended and Restated Indenture (as hereinafter defined).
<br />The original principal amount of the Original Note was $8,105,000, corresponding to
<br />the original principal amount of the Project Bonds; however, the current principal amount of
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