Amend & Restating Ordinance #9027-99 Concerning Construction of Improvements to Wworks, amount not to exceed $2,6000,000

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Ordinance. Any expenses of such discontinuance and transfer, including expenses of printing new certificates to evidence the 2000 Bonds, shall be paid by the City. During any time that the 2000 Bonds are held in book-entry form on the books of a Clearing Agency, the Registrar shall be entitled to request and rely upon a certificate or other written representation from the Clearing Agency or any participant or indirect participant with respect to the identity of any beneficial owner of the 2000 Bonds as of a record date selected by the Registrar. For purposes of determining whether the consent, advice, direction or demand of a registered owner of a 2000 Bond has been obtained, the Registrar shall be entitled to treat the beneficial owners of the 2000 Bonds as the bondholders and any consent, request, direction, approval, objection or other instrument of such beneficial owner may be obtained in the fashion described in this Amended Ordinance. During any time that the 2000 Bonds are held in book-entry form on the books of a Clearing Agency, the Executive, the Fiscal Officer and/or the Registrar are authorized to execute and deliver a Letter of Representations agreement with the Clearing Agency, or a Blanket Issuer Letter of Representations, and the provisions of any such Letter of Representations or any successor agreement shall control on the matters set forth therein. The Registrar, by accepting the duties of Registrar under this Amended Ordinance, agrees that it will (i) undertake the duties of agent required thereby and that those duties to be undertaken by either the agent or the issuer shall be the responsibility of the Registrar, and (ii) comply with all requirements of the Clearing Agency, including without limitation same day funds settlement payment procedures. Further, during any time that the 2000 Bonds are held in book-entry form, the provisions of Section 8 of this Amended Ordinance shall control over conflicting provisions in any other section of this Amended Ordinance. SECTION 9. Form of 2000 Bonds. The form and tenor of the 2000 Bonds shall be substantially as follows, all blanks to be filled in properly and all necessary additions and deletions to be made prior to delivery: R- UNITED STATES OF AMERICA STATE OF INDIANA COUNTY OF ST. JOSEPH CITY OF SOUTH BEND, INDIANA WATERWORKS REVENUE BOND OF 2000 Interest Maturity Original Authentication Rate Date Date Date [0% until January 1, , 2000 200_, and then 2.9%] CUSIP -9-