Resolution No. 2024-2 (466 Works)

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A-1 EXHIBIT A FORM OF PROMISSORY NOTE Original Principal: Not to Exceed $3,500,000 Maturity Date: December 31, 2027 Interest Rate: 0%* FOR VALUE RECEIVED, the undersigned, 466 Works Community Development Corporation ("Borrower"), a limited liability company organized and existing under the laws of the State of Indiana, hereby promises to pay to the order of the City of South Bend, Indiana ("City"), in immediately available funds, the principal, interest, if any, and any other amounts due under the Financing and Loan Agreement, dated as of _______ 1, 2024, between the City and Borrower (the “Loan Agreement”), upon maturity or earlier under the terms of the Loan Agreement, unless this Promissory Note is forgiven pursuant to the Loan Agreement, at such place as the City may direct, in immediately available funds the principal sum of not to exceed $3,500,000. In certain events and in the manner set forth in the Loan Agreement, payments due under this Promissory Note are entitled to forgiveness. This Promissory Note is issued pursuant to the Loan Agreement, and is entitled to the benefits, and is subject to the conditions thereof. The Borrower’s obligations under this Promissory Note are subject in all respects to the further provisions of the Loan Agreement. The obligations of the Borrower to make the payments required hereunder shall be absolute and unconditional without any defense or right of set-off, counterclaim or recoupment by reason of any default by the City under the Loan Agreement or under any other agreement between the Borrower or the City or out of any indebtedness or liability at any time owing to the Borrower by the City or for any reason, except for the forgiveness of the Loan as described in the Loan Agreement. This Promissory Note is the Note referred to in the Loan Agreement and is subject to, and is executed in accordance with, all of the terms, conditions and provisions thereof, including those respecting prepayments. In any case where the date of payment hereunder shall not be on a Business Day (as defined in the Loan Agreement), then such payment shall be made on the next succeeding Business Day with the same force and effect as if made on the date of payment hereunder. The Borrower hereby unconditionally waives diligence, presentment, protest, and notice of dishonor of the payment of any amount at any time payable to the City under or in connection with this Note. All amounts payable hereunder are payable with reasonable attorneys’ fees and costs of collection and without relief from valuation and appraisement laws. All terms used in this Promissory Note which are defined in the Loan Agreement shall have the meanings assigned to them in the Loan Agreement. * Subject to Section 4.3 of the Loan Agreement