01-26-15 Agenda, Packet and Committee Meeting Notice

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CITY OF SOUTH BEND, INDIANA $� 1 ECONOMIC DEVELOPMENT INCOME TAX BONDS OF 2015 CONTINUING DISCLOSURE UNDERTAKING AGREEMENT This CONTINUING DISCLOSURE UNDERTAKING AGREEMENT (the "Agreement ") is executed and delivered by CITY OF SOUTH BEND, INDIANA (the "Obligor "), in connection with the issuance by the Obligor of its Economic Development Income Tax Bonds of 2015, in the aggregate principal amount of $ (the "Bonds "). The Bonds are being issued pursuant to Indiana Code 6- 3.5 -7, as amended, and Ordinance No. , adopted by the Common Council of the Obligor (the "Ordinance "). Pursuant to the Ordinance, the Bonds will be secured by the Economic Development Income Tax revenues of the Obligor on parity with other obligations of the Obligor payable therefrom. The Obligor covenants and agrees as follows: Section 1. Purpose of the Agreement. a. This Agreement is being executed and delivered by the Obligor for the benefit of the holders of the Bonds and the Beneficial Owners, if any, (collectively, the "Bondholders "), and in order to assist the Participating Underwriter, if any, in complying with subsection (b)(5) of the Rule. b. In consideration of the purchase and acceptance of any and all of the Bonds by those who shall hold the same or shall own beneficial ownership interests therein from time to time, this Agreement shall be deemed to be and shall constitute a contract between the Obligor and the Bondholders from time to time, and the covenants and agreements herein set forth to be performed on behalf of the Obligor shall be for the benefit of the Bondholders of any and all of the Bonds. Section 2. Definitions. In addition to the definitions set forth in the Ordinance, which apply to any capitalized term used in this Agreement unless otherwise defined herein, the following capitalized terms shall have the following meanings. "Annual Disclosure" shall mean any annual information (whether financial or operating) provided by the Obligor pursuant to, and as described in, Section 3 and 4 of this Agreement. "Beneficial Owner" shall mean any person which has or shares the power, directly or indirectly, to make investment decisions concerning ownership of any Bonds (including any person holding Bonds through nominees, depositories or other intermediaries). "Dissemination Agent" shall mean the Obligor, or any successor Dissemination Agent appointed in writing by the Obligor and which has filed with the Obligor a written acceptance of such appointment.