Authorizing Issuance and Sale of Bonds to refund Outstanding Refunding Revenue Bonds of 1993

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WELLS FARGO BANK INDIANA, N.A. as Registrar Authorized Representative (To be printed on Reverse Side) By This bond is one of an authorized issue of bonds of the City of South Bend, of like original date, tenor and effect, except as to denomination, numbering, interest rates, redemption terms and dates of maturity, in the total amount of Dollars ($ ), numbered from R-1 up, issued for the purpose of providing funds to be applied to the cost of refunding certain maturities of the City's Sewage Works Revenue Bonds of 1993 (the "1993 Bonds") and to pay incidental expenses, as authorized by Ordinance No. adopted by the Common Council of the City of South Bend on the day of , 2001, entitled "AN ORDINANCE OF THE COMMON COUNCIL OF THE CITY OF SOUTH BEND, INDIANA AUTHORIZING THE ISSUANCE AND SALE OF BONDS FOR THE PURPOSE OF REFUNDING OUTSTANDING CITY OF SOUTH BEND, INDIANA SEWAGE WORKS REFUNDING REVENUE BONDS OF 1993; AND APPROVING AND AUTHORIZING OTHER ACTIONS IN RESPECT THERETO" (the "Ordinance"), and in strict compliance with the provisions of I.C. 5-1-6 and I.C. 36-9-23 and other applicable laws, as amended (collectively, the "Act"). Pursuant to the provisions of the Act and said Ordinance, the principal of and interest on (i) this bond and all other bonds of this issue, and (ii) all bonds issued by the City pursuant to Ordinance 8919-98, designated "Sewage Works Revenue Bonds of 1998" (the "1998 Bonds"), which 1998 Bonds are on a parity with this bond and all other bonds of this issue, and (iii) all bonds hereafter issued on a parity with this bond and all other bonds of this issue, are payable solely from the Sewage Works Sinking Fund to be provided from the Net Revenues (defined as the gross revenues of the sewage works of the City after deduction only for the payment of the reasonable expenses of operation, repair and maintenance but not including depreciation and payments in lieu of taxes). This bond and the issue of which it is a part, together with the 1998 Bonds and any parity bonds hereafter issued constitute a first charge against said Net Revenues. The City of South Bend irrevocably pledges the entire Net Revenues of said sewage works to the prompt payment of the principal of and interest on the bonds authorized by the Ordinance, of which this is one, and any bonds ranking on a parity therewith (including the 1998 Bonds), to the extent necessary for that purpose, and covenants that it will cause to be fixed, maintained and collected such rates and Exhibit B -Page 3