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BILL NO. 20-22 <br />ORDINANCE NO. <br />AN ORDINANCE SUPPLEMENTING AND AMENDING ORDINANCE NO. <br />9722-06, ORDINANCE NO. 9968-09, AND ORDINANCE NO. 10142-11 <br />PERTAINING TO THE CITY OF SOUTH BEND, INDIANA VARIABLE RATE <br />ECONOMIC DEVELOPMENT REVENUE BONDS, SERIES 2007 (PEI/GENESIS <br />PROJECT) (THE “BONDS”), APPROVING THE FORM AND AUTHORIZING <br />THE EXECUTION AND DELIVERY OF A THIRD AMENDED AND RESTATED <br />TRUST INDENTURE, A THIRD AMENDED AND RESTATED LOAN <br />AGREEMENT AND OTHER DOCUMENTS RELATED TO THE BONDS AND <br />AUTHORIZING PROPER OFFICERS TO DO ALL OTHER THINGS DEEMED <br />NECESSARY OR ADVISABLE IN CONNECTION THEREWITH AND <br />APPROVING AND AUTHORIZING OTHER ACTIONS IN RESPECT THERETO <br />______________________________________________________________________________ <br />STATEMENT OF PURPOSE AND INTENT <br />______________________________________________________________________________ <br />The City of South Bend, Indiana (the “City”) is a political subdivision of the State of <br />Indiana, and by virtue of Title 36, Article 7, Chapters 11.9 and 12, of the Indiana Code, as amended <br />(the “Act”), is authorized and empowered to adopt this Ordinance and to carry out its provisions. <br />Pursuant to Ordinance No. 9722-06, adopted by this Common Council (the “Council”) of <br />the City on or about November 27, 2006 (the “Original Ordinance”), the City on or about January <br />30, 2007 issued, sold and delivered those certain City of South Bend, Indiana Variable Rate <br />Economic Development Revenue Bonds, Series 2007 (PEI/Genesis Project) in an aggregate <br />principal amount of $8,105,000 (the “Bonds”) (presently outstanding in the aggregate principal <br />amount of $5,860,000), and loaned the proceeds thereof to PEI/Genesis, Inc., a Pennsylvania <br />corporation (“PEI”) and Tuliptree Associates, LLC, a Pennsylvania limited liability company <br />(“Tuliptree”) (PEI and Tuliptree being sometimes collectively referred to herein as the <br />“Borrower”) to finance and refinance certain economic development facilities as described in the <br />Original Ordinance. <br />In 2009, the Original Ordinance was supplemented and amended by Ordinance No. 9968- <br />09, adopted by the Council on October 12, 2009 (the “2009 Ordinance”) and further supplemented <br />and amended by Ordinance No. 10142-11, adopted by the Council on December 11, 2011 (the <br />“2011 Ordinance” and collectively with the Original Ordinance and the 2009 Ordinance, the <br />“Earlier Ordinances”). <br />The Borrower has requested that the City enter into (i) a Third Amended and Restated Trust <br />Indenture (the “Third Amended and Restated Indenture”) with U.S. Bank Trust Company, <br />National Association, as trustee (the “Trustee”), pertaining to the Bonds, which Third Amended <br />and Restated Indenture would make some non-substantive changes, and would substantively <br />replace the London Interbank Offered Rate (“LIBOR”) based interest mode for the Bonds, as the <br />use of LIBOR is being discontinued in the financial markets, with an interest rate mode based upon