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THIS TRUST INDENTURE (the "Indenture"), dated as of June <br />. 1, 1994, between the SOUTH BEND REDEVELOPMENT AUTHORITY, a public <br />body, corporate and politic duly organized and validly existing <br />under the laws of the State of Indiana (the "Authority"), and <br />NORWEST BANK INDIANA, N.A., a national banking association,. as <br />trustee (the "Trustee"), duly established, existing and authorized <br />to accept and execute trusts of the character herein set out under <br />and by virtue of the laws of the United States, with its principal <br />corporate trust office, at South Bend, Indiana. <br />WITNESSETH: <br />WHEREAS, pursuant to the Indiana Code 36-7-14.5 (the <br />"Act"), the Authority is authorized and empowered to issue its <br />lease rental revenue bonds for the purpose of defraying the cost <br />of constructing and equipping local public improvements for lease <br />to the South Bend Redevelopment Commission; and <br />WHEREAS, to accomplish the purposes of the Act the <br />Authority has determined to (a) construct and equip a college <br />football hall of fame (the "Project"); (b) pay certain expenses <br />incurred in connection with the issuance of the Bonds (as <br />hereinafter defined); and (c) pay a portion of interest to accrue <br />on the Bonds during the period of construction of the Project and <br />to fund certain reserves for the Bonds all as permitted under the <br />Act; and <br />WHEREAS, the Authority is authorized under the Act to <br />issue its lease rental revenue bonds for the purposes aforesaid and <br />the Authority has determined that the public interest will be best <br />served and that the purposes of the Act can be more advantageously <br />obtained by the Authority's issuance of bonds in order to obtain <br />funds for the foregoing purposes; and <br />WHEREAS, the execution and delivery of this Indenture and <br />the issuance of the Bonds under the Act have been in all respects <br />duly and validly authorized by a resolution duly passed and <br />approved by the Authority; and <br />WHEREAS, it has been determined that in order to <br />accomplish such purposes the Authority will issue $ in <br />aggregate principal amount of its Variable Rate Demand Lease Rental <br />Revenue Bonds of 1994 (College Football Hall of Fame Project), to <br />be issued under this Indenture (the "Bonds"); and <br />WHEREAS, the Authority will lease the Project to the <br />South Bend Redevelopment Commission (the "Commission) pursuant to <br />a Lease dated as of November 1, 1993, as amended on June 3, 1994, <br />and as further amended on June , 1994 (the "Lease"), between the <br />Commission and the Authority, pursuant to which the Commission <br />covenants to make the lease rental payments as provided in the <br />Lease; and <br />