Authorizing the Issuance of Revenue Bonds re: improvements to the Waterworks, not to exceed Twenty-Two Million Five hundred thousand dollars (22,500,000); including the issuance of notes in anticipation of Bonds.

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REGISTRAR'S CERTIFICATE OF AUTHENTICATION It is hereby certified that this bond is one of the bonds described in the within-mentioned Ordinance duly authenticated by the Registrar. as Registrar By Authorized Representative This bond is one of an authorized issue of bonds of the City of South Bend, Indiana, of like date, tenor and effect, except as to denomination, numbering, rates of interest, redemption terms and dates of maturity, aggregating Dollars ($~, numbered consecutively from 1 upward (the "Bonds"), issued for the purpose of providing funds to be applied on the cost of improvements to the City's waterworks (the "Project"), to refund interim notes issued in anticipation of the Bonds, to fund a debt service reserve, and to pay incidental expenses and costs of issuance of the Bonds. This bond is issued pursuant to an ordinance adopted by the Common Council of said City on the 23rd day of June, 1997, entitled "An Ordinance of the Common Council of the City of South Bend, Indiana concerning the construction of improvements to the municipal waterworks of the City of South Bend, Indiana; authorizing the issuance of revenue bonds for such purpose in the principal amount not to exceed twenty-two million five hundred thousand dollars ($22,500,000); addressing other matters connected therewith, including the issuance of notes in anticipation of bonds; and repealing ordinances inconsistent herewith" (the "Ordinance"), and in accordance with the provisions of Indiana law, including without limitation Indiana Code 8-1.5, and other applicable laws, as amended (the "Act"), all as more partic~ilarly described in the Ordinance. The owner of this bond, by the acceptance hereof, agrees to all the terms and provisions contained in the Ordinance and the Act. Pursuant to the provisions of the Act and the Ordinance, the principal of and interest on this bond and all other bonds of said issue, the Parity Bonds (as hereinafter defined), and any bonds hereafter issued on a parity therewith are payable solely from the Sinking Fund (the "Sinking Fund") maintained under the Ordinance to be provided from the Net Revenues (defined as the gross revenues of the works remaining after the payment of the reasonable expenses of operation, repair and maintenance) of the works, including all additions and improvements thereto and replacements thereof subsequently constructed or acquired. -11-