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<br />between the Company and the Issuer, which prescribes the terms and conditions under which the Company shall use
<br />(or be deemed to use) such proceeds for the Project.
<br />The Bonds are issued under and entitled to the security of a Trust Indenture dated as of _____________ 1,
<br />2026 (hereinafter referred to as the “Indenture”) duly executed and delivered by the Issuer to
<br />_____________________________________, as trustee (the term “Trustee” where used herein referring to said
<br />Trustee or its successors), pursuant to which Indenture, the TIF Revenues, the IDD Revenues, the Taxpayer Direct
<br />Payments and the Loan Payments (each as defined in the Indenture) are pledged and assigned by the Issuer to the
<br />Trustee as security for the Bonds. The Bonds are issued pursuant to and in full compliance with the Constitution and
<br />laws of the State of Indiana, particularly Indiana Code, Title 36, Article 7, Chapters 11.9 and 12 (the “Act”), and by
<br />appropriate action duly taken by the Issuer which authorizes the execution and delivery of the Indenture. The Bonds
<br />have been issued in conformity with the provisions, restrictions and limitations of the Act.
<br />The South Bend Redevelopment Commission (the “Redevelopment Commission”) has pledged the TIF
<br />Revenues, the Taxpayer Direct Payments and the Loan Payments to the payment of the Bonds (as defined in the
<br />Indenture). The Indiana Economic Development Corporation (the “IEDC”) has pledged the IDD Revenues to the
<br />payment of the Bonds.
<br />THE OWNER OF THIS BOND, BY ACCEPTANCE OF THIS BOND, HEREBY AGREES TO ALL OF
<br />THE TERMS AND PROVISIONS IN THE INDENTURE AND THIS BOND AND ACKNOWLEDGES THAT:
<br />1. It is an “accredited investor” (as defined in Rule 501(a) under the Securities Act of 1933, as amended
<br />(“1933 Act”)), purchasing the Bonds for its own account, and it is acquiring the Bonds for investment purposes and
<br />not with a view to, or for offer or sale in connection with, any distribution in violation of the 1933 Act. It has such
<br />knowledge and experience in financial and business matters as to be capable of evaluating the merits and risk of its
<br />investment in the Bonds, and it is able to bear the economic risk of its investment for an indefinite period of time. It
<br />confirms that neither the Issuer nor any person acting on behalf of the Issuer has offered to sell the Bonds by, and that
<br />it has not been made aware of the offering of the Bonds by, any form of general solicitation or general advertising,
<br />including, but not limited to, any advertisement, article, notice or other communication published in any newspaper,
<br />magazine or similar media or a broadcast over television or radio.
<br />2. It is familiar with the Issuer, the Redevelopment Commission, the IEDC and the Borrower; it has
<br />received such information concerning the Issuer, the Redevelopment Commission, the IEDC and the Borrower, the
<br />Bonds, the TIF Revenues, the IDD Revenues, the Loan Payments and Taxpayer Direct Payments (each as defined in
<br />the Indenture) as it deems to be necessary in connection with investment in the Bonds. It has received, read and
<br />commented upon copies of the Indenture, the Loan Agreement and the Taxpayer Agreement. Prior to the purchase of
<br />the Bonds, it has been provided with the opportunity to ask questions of and receive answers from the representatives
<br />of the Issuer, the Redevelopment Commission, the IEDC, and the Borrower concerning the terms and conditions of
<br />the Bonds, the tax status of the Bonds, legal opinions and enforceability of remedies, and the security therefor, and to
<br />obtain any additional information needed in order to verify the accuracy of the information obtained to the extent that
<br />the Issuer and the Borrower possess such information or can acquire it without unreasonable effort or expense. It is
<br />not relying on Barnes & Thornburg LLP or Baker Tilly Municipal Advisors, LLC, for information concerning the
<br />financial status of the Issuer, the Redevelopment Commission, the IEDC and the Borrower or the ability of the Issuer
<br />and the Borrower to honor their respective financial obligations or other covenants under the Bonds, the Indenture,
<br />the Loan Agreement or the Taxpayer Agreement. It understands that the projection of TIF Revenues prepared in
<br />connection with the issuance of the Bonds has been based on estimates of the investment in real property provided by
<br />the Borrower, and it understands that the projection of IDD Revenues prepared in connection with the issuance of the
<br />Bonds has been based on estimates of the investment in real property and estimated job creation provided by the
<br />Borrower.
<br />3. It is acquiring the Bonds with no present intent to resell; and will not sell, convey, pledge or
<br />otherwise transfer the Bonds without prior compliance with applicable registration and disclosure requirements of
<br />state and federal securities laws.
<br />4. It understands that the Bonds have not been registered under the 1933 Act and, unless so registered,
<br />may not be sold to an entity that is not a “qualified institutional buyer” as defined in Rule 144A of the 1933 Act, or
<br />an “accredited investor” as defined in Rule 501(a) of the 1933 Act without registration under the 1933 Act or an
<br />exemption therefrom.
<br />5. It understands that the sale or transfer of the Bonds in principal amounts less than $100,000 to an
<br />entity that is not an accredited investor is prohibited other than through a primary offering.
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