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LOAN AGREEMENT
<br />This is a LOAN AGREEMENT dated as of November 1, 2022 ("Loan Agreement") among
<br />The South Bend Chocolate Company, Inc. an Indiana corporation duly organized and existing
<br />under the laws of the State of Indiana ("SBCC"), Indiana Dinosaur Museum Inc., an Indiana
<br />nonprofit corporation ("IDM" and jointly and severally with SBCC, the "Borrower"), and CITY
<br />OF SOUTH BEND, INDIANA ("City"), a political subdivision and municipal corporation duly
<br />organized and validly existing under the laws of the State of Indiana.
<br />PRELIMINARY STATEMENT
<br />Indiana Code, Title 36, Article 7, Chapters 11.9, 12 and 14, as in effect on the date the first
<br />series of the Series 2022 Note is funded (collectively, "Act"), have been enacted by the General
<br />Assembly of Indiana.
<br />The Act provides that a political subdivision may make direct loans to users or developers
<br />for the cost of acquisition, construction, or installation of economic development facilities,
<br />including infrastructure improvements, with such loans to be secured by the pledge of secured or
<br />unsecured debt obligations of the users or developers, for diversification of economic development
<br />and promotion of job opportunities in or near the City.
<br />The South Bend Redevelopment Commission ("Redevelopment Commission") adopted a
<br />declaratory resolution on February 23, 1990 establishing the Airport Economic Development Area
<br />and the Airport Economic Development Area Allocation Area No. 1 (" 1990 Declaratory
<br />Resolution"), which was effective as of that date and was confirmed by a confirmatory resolution
<br />adopted on June 27, 1990 ("1990 Confirmatory Resolution"). The South Bend Redevelopment
<br />Commission further adopted a declaratory resolution on April 16, 1993 establishing the Sample -
<br />Ewing Development Area and the Sample -Ewing Allocation Area (South Bend Allocation Area
<br />No. 8) (" 1993 Declaratory Resolution"), which was effective as of that date and was confirmed by
<br />a confirmatory resolution adopted on May 21, 1993 ("1993 Confirmatory Resolution" and
<br />collectively with the 1990 Declaratory Resolution, the 1990 Confirmatory Resolution, the 1993
<br />Declaratory Resolution and the 1993 Confirmatory Resolution hereinafter referred to as the
<br />"Original Declaratory Resolution"). The Redevelopment Commission on June 19, 2007, adopted
<br />an amending declaratory resolution, as further amended on August 28, 2014 and April 11, 2019
<br />(collectively, as amended, "Amending Declaratory Resolution"), as confirmed by an amending
<br />confirmatory resolution adopted on July 20, 2007, as further amended on November 10, 2014 and
<br />June 13, 2019 (collectively, "Amending Confirmatory Resolution" and collectively with the
<br />Original Declaratory Resolution, the Amending Declaratory Resolution and the Amending
<br />Confirmatory Resolution hereinafter referred to as the "Area Resolution"), removing, transferring,
<br />consolidating, expanding and renaming the consolidated and expanded area the River West
<br />Development Area ("Area"), as an economic development area under IC 36-7-14 and IC 36-7-25;
<br />The Area Resolution approved the economic development plan, as amended ("Plan") for
<br />the Area which Plan contained specific recommendations for economic development in the Area,
<br />and the Area Resolution removed, transferred, consolidated, expanded and renamed consolidated
<br />and expanded allocation area the River West Development Area Allocation Area No. 1 in
<br />accordance with IC 36-7-14-39 ("Allocation Area") for the purpose of capturing property taxes
<br />4854-2813-5735.5
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