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BILL NO. 20-22
<br /> ORDINANCE NO. 10852-22
<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 /> STATEMENT OF PURPOSE AND INTENT
<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
<br /> the dollar wholesale funding rate known as "BSBY" (the Bloomberg Short-Term Bank Yield
<br /> Index), and(ii) with the approval of the holder of the Bonds, a Third Amended and Restated Loan
<br /> Agreement (the "Third Amended and Restated Agreement") with Tuliptree to provide for the
<br /> removal of PEI as a borrower thereunder and for Tuliptree to be the sole remaining borrower
<br /> thereunder.
<br /> The Common Council conducted a public hearing on May 9, 2022, on the proposed
<br /> execution and delivery of the Third Amended and Restated Indenture and the Third Amended and
<br /> Restated Agreement, and, believes that such proposed matters will be of benefit to the health or
<br /> general welfare of the citizens of South Bend, Indiana and complies with the purposes and
<br /> provisions of the Act.
<br /> The Common Council wishes to amend, supplement and restate (i) that certain Second
<br /> Amended and Restated Trust Indenture, dated January 3, 2012, between the City and the Trustee,
<br /> as set forth in the Third Amended and Restated Indenture, and (ii) that certain Second Amended
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