No. 2454 approving a proposed Lease with the South Bend Redevelopment Authorityfor certain land and public improvements, approving preliminary plans, specifications and cost estimates, setting a public hearing on the proposed Lease (Century Center)

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Section 2. Lease of 2008 Project. In consideration of the rentals and other terms i and conditions herein specified the Authority does hereby lease, demise and let to the Lessee the 2008 Project: TO HAVE AND TO HOLD the same with all rights, privileges, easements and appurtenances thereunto belonging, unto the Lessee for a term not to exceed (___) years, beginning on the date the 2008 Project is acquired and ready for use and ending on the day prior to such date at most (~ years thereafter. However, the term of this Lease shall terminate at the earlier of (a) the exercise of the option to purchase by Lessee and payment of the option price, or (b) the payment or defeasance of all obligations of Lessor incurred (i) to finance the cost of the leased property, (ii) to refund such obligations, (iii) to refund such refunding obligations. The date the 2008 Project is complete and ready for use shall be endorsed on this Lease at the end hereof by the parties hereto as soon as the same can be done after such completion date and such endorsement shall be recorded as an addendum to this Lease. The Authority hereby represents that it is possessed of, or will acquire, a good and indefeasible estate in fee simple or an insurable right-of-way easement subject only to Permitted Encumbrances, to the above-described real estate, and the Authority warrants and will defend the same against all claims whatsoever not suffered or caused by the acts or omissions of the Lessee. Section 3. Rental Payments. (a) During the term of this Lease, the Lessee agrees to pay rental for said premises as set forth in Section 4 hereof. Such rental shall be paid from the 2008 Century Center Principal and Interest Account of the Redevelopment District Bond Fund. All rentals payable under the terms of this Lease shall be paid to the Trustee or to such other bank or trust company as may from time to time succeed the Trustee under the Trust Agreement. All payments so made shall be considered as payments to the Authority of the rentals payable hereunder. The Lessee shall receive credit for any Bond maturing within seven (7) days of the date of the lease rental payment, at the face value thereof, which the Lessee acquires and delivers to the Trustee as a part of its lease rental payment; and (b) As additional rental the Lessee agrees to pay all fees, charges and reimbursement of expenses of the Trustee under the Trust Agreement and all prudent charges and expenses of the Authority incurred in the performance of its obligations hereunder. Section 4. Rental Payment Dates and Amounts. The first semiannual rental installment in the amount of and 00/100 Dollars ($ .00) shall be due on the day that the 2008 Project is acquired and ready for use or , 20 ,whichever is later. If acquisition is later than , 20 ,the first installment shall be in an amount which provides for rental at the rate of $ .00 for the semiannual period in which the 2008 Project is acquired and ready for use, prorated from the date of completion until the first or following such date of completion. Thereafter such rentals shall be payable in advance in semiannual installments of $ .00 on and of each year. L BDDBOI 5233044v1 - 2