10852-22 Amending Bond Ordinance/City of South Bend, Indiana Variable Rate Economic Development Revenue Bonds, Series 2007 (PEI/Genesis Project)

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BILL NO. 20-22 ORDINANCE NO. 10852-22 AN ORDINANCE SUPPLEMENTING AND AMENDING ORDINANCE NO. 9722-06, ORDINANCE NO. 9968-09, AND ORDINANCE NO. 10142-11 PERTAINING TO THE CITY OF SOUTH BEND, INDIANA VARIABLE RATE ECONOMIC DEVELOPMENT REVENUE BONDS,SERIES 2007 (PEI/GENESIS PROJECT) (THE `BONDS"), APPROVING THE FORM AND AUTHORIZING THE EXECUTION AND DELIVERY OF A THIRD AMENDED AND RESTATED TRUST INDENTURE, A THIRD AMENDED AND RESTATED LOAN AGREEMENT AND OTHER DOCUMENTS RELATED TO THE BONDS AND AUTHORIZING PROPER OFFICERS TO DO ALL OTHER THINGS DEEMED NECESSARY OR ADVISABLE IN CONNECTION THEREWITH AND APPROVING AND AUTHORIZING OTHER ACTIONS IN RESPECT THERETO STATEMENT OF PURPOSE AND INTENT The City of South Bend, Indiana (the "City") is a political subdivision of the State of Indiana,and by virtue of Title 36,Article 7,Chapters 11.9 and 12,of the Indiana Code,as amended (the"Act"), is authorized and empowered to adopt this Ordinance and to carry out its provisions. Pursuant to Ordinance No. 9722-06, adopted by this Common Council (the "Council") of the City on or about November 27, 2006 (the"Original Ordinance"), the City on or about January 30, 2007 issued, sold and delivered those certain City of South Bend, Indiana Variable Rate Economic Development Revenue Bonds, Series 2007 (PEI/Genesis Project) in an aggregate principal amount of$8,105,000 (the `Bonds") (presently outstanding in the aggregate principal amount of $5,860,000), and loaned the proceeds thereof to PEI/Genesis, Inc., a Pennsylvania corporation ("PEP') and Tuliptree Associates, LLC, a Pennsylvania limited liability company ("Tuliptree") (PEI and Tuliptree being sometimes collectively referred to herein as the "Borrower") to finance and refinance certain economic development facilities as described in the Original Ordinance. In 2009, the Original Ordinance was supplemented and amended by Ordinance No. 9968- 09, adopted by the Council on October 12,2009(the"2009 Ordinance") and further supplemented and amended by Ordinance No. 10142-11, adopted by the Council on December 11, 2011 (the "2011 Ordinance" and collectively with the Original Ordinance and the 2009 Ordinance, the "Earlier Ordinances"). The Borrower has requested that the City enter into(i)a Third Amended and Restated Trust Indenture (the "Third Amended and Restated Indenture") with U.S. Bank Trust Company, National Association, as trustee (the "Trustee"), pertaining to`the Bonds, which Third Amended and Restated Indenture would make some non-substantive changes, and would substantively replace the London Interbank Offered Rate ("LIBOR") based interest mode for the Bonds, as the use of LIBOR is being discontinued in the financial markets,with an interest rate mode based upon the dollar wholesale funding rate known as "BSBY" (the Bloomberg Short-Term Bank Yield Index), and(ii) with the approval of the holder of the Bonds, a Third Amended and Restated Loan Agreement (the "Third Amended and Restated Agreement") with Tuliptree to provide for the removal of PEI as a borrower thereunder and for Tuliptree to be the sole remaining borrower thereunder. The Common Council conducted a public hearing on May 9, 2022, on the proposed execution and delivery of the Third Amended and Restated Indenture and the Third Amended and Restated Agreement, and, believes that such proposed matters will be of benefit to the health or general welfare of the citizens of South Bend, Indiana and complies with the purposes and provisions of the Act. The Common Council wishes to amend, supplement and restate (i) that certain Second Amended and Restated Trust Indenture, dated January 3, 2012, between the City and the Trustee, as set forth in the Third Amended and Restated Indenture, and (ii) that certain Second Amended