Loading...
HomeMy WebLinkAboutNo. 0958 a final bond resolution of the SBRC authorizing the issuance of the COSB redevelopment district tax increment revenue bonds of 1990 for purpose of raising money for property acquisition/redevelopment in the AEDA allocation area No. 1Resolution No. 958 A FINAL BOND RESOLUTION OF THE CITY OF SOUTH BEND REDEVELOPMENT COMMISSION AUTHORIZING THE ISSUANCE OF THE CITY OF SOUTH BEND REDEVELOPMENT DISTRICT TAX INCREMENT REVENUE BONDS OF 1990 FOR THE PURPOSE OF RAISING MONEY FOR PROPERTY ACQUISITION AND REDEVELOPMENT IN THE AIRPORT ECONOMIC DEVELOPMENT AREA, ALLOCATION AREA NO. 1 WHEREAS, the City of South Bend Redevelopment Commission (the "Commission ") , governing body of the City of South Bend, Indiana, Department of Redevelopment (the "Department ") and the Redevelopment District of the City of South Bend, Indiana (the "Redevelopment District ") , exists and operates under the provisions of IC 36 -7 -14, as amended from time to time (the "Act "); and WHEREAS, on February 23, 1990, the Commission adopted its Resolution No. 919 (the "Declaratory Resolution ") declaring the Airport Economic Development Area to be an "economic development area" within the meaning of the Act (the "Area ") and designated the Area as the "Airport Economic Development Area, Allocation Area No. 1 " under Section 39 of the Act ( "the Allocation Area ") and approving a Redevelopment Plan for the Area (the "Redevelopment Plan "); and WHEREAS, on May 15, 1990, the Area Plan Commission of St. Joseph County (the "Plan Commission ") , which is the duly designated and acting planning body for the City of South Bend, Indiana (the "City "), issued its written order approving the Declaratory Resolution and the Redevelopment Plan, and finding that the Declaratory Resolution and the Redevelopment Plan conform to the general plan of development for the City; and WHEREAS, on June 11, 1990, the Common Council of the City (the "Common Council ") adopted its Resolution No. 90 -33, approving the order of the Plan Commission with regard to the Declaratory Resolution and the Redevelopment Plan for the Area; and AFN WHEREAS, on June 27, %0 hearing thereon, the Commission the Declaratory Resolution b y Resolution (the Declaratory Confirmatory Resolution shall "Declaratory Resolution "); and 1990, after notice and a public in its Resolution No. 938 confirmed the adoption of a Confirmatory Resolution as confirmed by the hereinafter be referred to as the WHEREAS, the Commission, in accordance with the Act, has previously established the City of South Bend, Department of Redevelopment, Airport Economic Development Area, Allocation Area No. 1 Allocation Fund (the "Allocation Fund "); and WHEREAS, with regard to taxes levied on real property in the Allocation Area, property tax proceeds in excess of those attributable to the lesser of: (a) The assessed value of the property for the assessment date with respect to which the allocation and distribution is made; or (b) The base assessed value as defined in the Act; shall be allocated to the Redevelopment District and, when collected, paid into the Allocation Fund, and may be used by the Commission only to do one or more of the following: (a) pay the principal of and interest on any obligations payable solely from allocated tax proceeds which are incurred by the Redevelopment District for the purpose of financing or refinancing the redevelopment of the Allocation Area; (b) establish, augment, or restore the debt service reserve for bonds payable solely or in part from allocated tax proceeds in the Allocation Area; (c) pay the principal of and interest on bonds payable from allocated tax proceeds in the Allocation Area and from the special tax levied under Section 27 of the Act; (d) pay the principal of and interest on bonds issued by the City to pay for local public improvements in or serving the Allocation Area; (e) pay premiums on the redemption before maturity of bonds payable solely or in part from allocated tax proceeds in the Allocation Area; (f) make payments on leases payable from allocated tax proceeds in the Allocation Area under Section 25.2 of the Act; (g) reimburse the City for expenditures made by it for local public improvements (which include buildings, parking facilities, and other items described in Section 25.1(a) of the Act) in or serving the Allocation Area; (h) reimburse the City for rentals paid by it for a building or parking facility in or serving the Allocation Area under any lease entered into under IC 36 -1 -10; -2- \rlhill \sthbnd\ airport \general \finalbd;lh;August 31, 1990 (i) pay all or a portion of a property tax replacement credit to taxpayers in the Allocation Area as determined by the Commission, pursuant to Section 39 of the Act; or (j) pay expenses incurred by the Commission for local public improvements that are in the Allocation Area or serving the Allocation Area. Public improvements include buildings, parking facilities, and other items described in Section 25.1(a) of the Act; provided however, that if further uses of property tax proceeds allocated to the Allocation Fund are authorized or permitted by amendment to the Act, including IC 36- 7- 14 -39, those uses shall also be authorized or permitted for property tax proceeds allocated to the Allocation Fund; and WHEREAS, the Act authorizes the issuance of bonds of the Redevelopment District payable solely from allocated tax proceeds; and WHEREAS, on June 27, 1990, the Commission adopted its Resolution No. 945 (the "Preliminary Bond Resolution ") authorizing the issuance and sale of the negotiable bonds of the City of South Bend Redevelopment District, in one or more series or issues, the principal of and interest on which are payable solely from taxes on real property in the Allocation Area allocated and deposited in the Allocation Fund pursuant to Section 39 of the Act and proceeds from the sale or leasing of property in the Allocation Area under Section 22 of the Act deposited into the Allocation Fund as required by Section 26 of the Act (the "Tax Increment ") , which bonds shall be issued in the name of the City, for and on behalf of the Redevelopment District, in an aggregate principal amount not to exceed Nine Hundred Fifty Thousand Dollars ($950,000) (the "Bonds ") and which amount (together with investment earnings thereon in the approximate amount of $15,000) does not exceed the cost of property acquisition and redevelopment in the Allocation Area, together with a sum sufficient to pay the estimated cost of all expenses reasonably incurred in connection with the acquisition and redevelopment of the Allocation Area, including the total cost of all land, rights -of -way, and other property to be acquired and redeveloped, all reasonable and necessary architectural, engineering, legal, financing, accounting, advertising, bond discount and supervisory expenses, capitalized interest and a debt service reserve for the Bonds as provided herein and expenses the Commission may be required or permitted to pay as "relocation assistance" under IC 8- 23 -17, together with the expenses in connection with or on account of the issuance of bonds therefor; and -3- \rlhill \sthbnd \airport \general \finalbd;lh;August 31, 1990 WHEREAS, the Commission now further determines that the issuance of the Bonds in the aggregate principal amount of Nine Hundred Fifty Thousand Dollars ($950,000) is necessary in order to provide funds for payment of part of the cost of property acquisition and redevelopment in the Allocation Area; NOW THEREFORE, BE IT RESOLVED BY THE CITY OF SOUTH BEND REDEVELOPMENT COMMISSION AS FOLLOWS: 1. For the purpose of procuring funds to pay for the cost of property acquisition and redevelopment in the Allocation Area, together with a sum sufficient to pay the estimated cost of all expenses reasonably incurred in connection with the acquisition and redevelopment of the Allocation Area, including the total cost of all land, rights -of -way, and other property to be acquired and redeveloped, all reasonable and necessary architectural, engineering, legal, financing, accounting, advertising, bond discount and supervisory expenses, capitalized interest and a debt service reserve for the Bonds as set forth herein and expenses the Commission may be required or permitted to pay as "relocation assistance" under IC 8- 23 -17, together with the expenses in connection with or on account of the issuance of the Bonds, the City acting for and on behalf of the Redevelopment District, shall make a loan in the amount of Nine Hundred and Fifty Thousand Dollars ($950,000). In order to procure funds for said loan, the Controller of the City is hereby authorized and directed to have prepared and to issue and sell the negotiable bonds of the Redevelopment District, in one or more series which Bonds shall be issued in the name of the City, for and on behalf of the Redevelopment District and which shall be designated "City of South Bend Redevelopment District Tax Increment Revenue Bonds of 1990," in an aggregate principal amount of Nine Hundred Fifty Thousand Dollars ($950,000), and which amount does not exceed the cost, as estimated by the Commission, of property acquisition and redevelopment in the Allocation Area, together with a sum sufficient to pay the estimated cost of all expenses reasonably incurred in connection with the acquisition and redevelopment of the Area, including the total cost of all land, rights -of -way, and other property to be acquired and redeveloped, all reasonable and necessary architectural, engineering, legal, financing, accounting, advertising, bond discount and supervisory expenses, capitalized interest and a debt service reserve for the Bonds as provided herein and expenses the Commission may be required or permitted to pay as "relocation assistance" under IC 8- 23 -17, together with the expenses in connection with or on account of the issuance of the Bonds therefor. The Bonds shall not constitute a corporate obligation or indebtedness of the City, but shall constitute an obligation of -4- \rlhill \sthbnd \airport \general \finalbd;lh;August 31, 1990 the Redevelopment District. The Bonds, together with interest thereon, shall be payable solely out of the Tax Increment. The Bonds shall be issued in fully registered form in the denomination of Five Thousand Dollars ($5,000), or integral multiples thereof ( "Authorized Denominations "), not exceeding the aggregate principal amount of the Bonds and shall be numbered consecutively from 90R -1 upwards. The Bonds shall mature and be payable on August 1, 1996. The interest on the Bonds shall be payable semiannually on the first day of February and the first day of August of each year commencing February 1, 1991. Interest shall be calculated on the basis of twelve (12) thirty -day months for a three hundred sixty -day year. The Controller of the City of South Bend, Indiana, or such financial institution as the Controller may designate pursuant to this Resolution, is hereby appointed as Registrar (the Controller or such financial institution and any subsequent registrar appointed pursuant to this Resolution shall hereinafter be referred to as the "Registrar ") for the Bonds and is hereby charged with the responsibility of authenticating the Bonds. The Registrar shall keep and maintain at its principal office books for the registration and for the transfer of the Bonds (the "Bond Register "). The Controller is hereby authorized and directed, on behalf of the Commission, to enter into such agreements or understandings with the Registrar as will enable the Registrar to perform the services required of a registrar, and is directed to pay the Registrar for its services out of available funds. The principal of the Bonds shall be payable at the principal office of the Controller or such financial institution as the Controller may designate pursuant to this Resolution, which Controller or designated financial institution is hereby appointed as the Paying Agent (the Controller or such financial institution and any subsequent Paying Agent appointed pursuant to this Resolution shall hereinafter be referred to as the "Paying Agent ") for the Bonds. Interest on the Bonds shall be paid by check or draft mailed or delivered to the registered owners of the Bonds at the address as it appears on the Bond Register as of the fifteenth day of the month immediately preceding the interest payment date or at such other address as is provided to the Paying Agent in writing by such registered owners. All payments on the Bonds shall be made in lawful money of the United States of America. The Controller is hereby authorized and directed, on behalf of the Commission, to enter into such agreements or understandings with the Paying Agent as will enable the Paying Agent to perform the services required of a paying agent, and is directed to pay the Paying Agent for its services out of available funds. -5- \rlhill \sthbnd\ airport \general \finalbd;lh;August 31, 1990 The Bonds shall bear an original date which shall be the first day of the month in which the Bonds are to be delivered (the "Original Date ") and each Bond shall also bear the date of its authentication. Bonds authenticated on or before January 15, 1991, shall be paid interest from the Original Date. Bonds authenticated after January 15, 1991, shall pay interest from the interest payment date immediately preceding the date of authentication of such Bonds unless the Bonds are authenticated between the fifteenth day of the month preceding an interest payment date and the interest payment date, in which case interest thereon shall be paid from such interest payment date. Each Bond shall be transferable or exchangeable only upon the Bond Register by the registered owner thereof in person, or by his attorney duly authorized in writing, upon surrender of such Bond together with a written instrument of transfer or exchange satisfactory to the Registrar duly executed by the registered owner or his attorney duly authorized in writing, and thereupon a new fully registered Bond or Bonds in the same aggregate principal amount and of the same maturity shall be executed and delivered in the name of the transferee or transferees or the registered owner, as the case may be, in exchange therefor. Bonds may be transferred or exchanged without cost to the registered owner, except for any tax or governmental charge required to be paid with respect to the exchange. The Registrar shall not be required to transfer or exchange any Bond called for redemption or during the period from the fifteenth day of any calendar month immediately preceding an interest payment date to such interest payment date. The City, the Commission, the Registrar and the Paying Agent may treat and consider the person in whose name such Bonds are registered as the absolute owner thereof for all purposes including for the purpose of receiving payment of, or on account of, the principal thereof and interest due thereon. In the event any Bond is mutilated, lost, stolen or destroyed, the City may execute and the Registrar may authenticate a new Bond of like date, maturity and denomination as that mutilated, lost, stolen or destroyed, which new Bond shall be marked in a manner to distinguish it from the Bond for which it was issued, provided that, in the case of any mutilated Bond, such mutilated Bond shall first be surrendered to the Registrar, and in the case of any lost, stolen or destroyed Bond there shall be first furnished to the City and the Registrar evidence of such loss, theft or destruction satisfactory to the City and the Registrar, together with indemnity satisfactory to them. In the event any such lost, stolen or destroyed Bond shall have matured, instead of issuing a duplicate Bond, the City and the Registrar may, upon receiving indemnity satisfactory to them, pay the same without surrender thereof. The City and the Registrar may charge the owner of such Bond with their reasonable fees and expenses in connection with the above. Every substitute Bond issued by reason of any Bond -6- \rlhill \sthbnd\ airport \general \finalbd;lh;August 31, 1990 being lost, stolen or destroyed shall, with respect to such Bonds, constitute a substitute contractual obligation of the City, acting for and on behalf of the Redevelopment District, whether or not the lost, stolen or destroyed Bond shall be found at any time, and shall be entitled to all the benefits of this Resolution, equally and proportionately with any and all other Bonds duly issued hereunder. The Registrar or the Paying Agent may at any time resign as Registrar or Paying Agent by giving thirty (30) days' written notice to the Commission and by first -class mail to each registered owner of Bonds then outstanding, and such resignation will take effect at the end of such thirty (30) days or upon the earlier appointment of a successor Registrar or Paying Agent, as the case may be, by the Commission. Such notice to the Commission may be served personally or be sent by registered mail. The Registrar or Paying Agent may be removed at any time as Registrar or Paying Agent by the Commission, in which event the Commission may appoint a successor Registrar or Paying Agent as the case may be. The Commission shall notify each registered owner of Bonds then outstanding by first -class mail of the removal of the Registrar or Paying Agent. Notices to registered owners of Bonds shall be deemed to be given when mailed by first -class mail to the addresses of such registered owners as they appear on the Bond Register. Any predecessor Registrar shall deliver all the Bonds in its possession and the Bond Register to the successor Registrar and any predecessor Paying Agent shall deliver all the cash in its possession to the successor Paying Agent. The Bonds shall be executed in the name of the City, acting for and on behalf of the Redevelopment District, by the manual or facsimile signature of the Mayor of the City, and attested by the manual or facsimile signature of the Controller, who shall cause the official seal of the City to be impressed or a facsimile thereof to be printed on each of the Bonds. Subject to the provisions for registration, the Bonds shall be negotiable under the laws of the State of Indiana. The Bonds shall be authenticated with the manual signature of an authorized representative of the Registrar, and no Bond shall be valid or obligatory for any purpose or be entitled to any security or benefit under this Resolution until the certificate of authentication on such Bond shall have been so executed. 2. The Bonds are subject to redemption prior to stated maturity as follows: (a) (i) The Bonds are subject to mandatory redemption through operation of a sinking fund as described in subsection (a) (ii) below at a redemption price of 100$ of the -7- \rlhill \sthbnd\ airport \general \finalbd;lh;August 31, 1990 principal amount redeemed, plus interest accrued to the redemption date, and at maturity, on the dates and in the principal amounts specified in the Purchase Agreement referred to in Section 9 of this Resolution. (ii) As and for a sinking fund for the redemption of the principal of the Bonds, the Commission will, until all of the Bonds are paid or payment thereof provided for, cause to be deposited with the Paying Agent on each date on which a mandatory redemption payment is due (each such date being herein called a "Sinking Fund Payment Date "), the required amounts as set forth in the Purchase Agreement. Each such payment shall be applied to the redemption of Bonds on such Sinking Fund Payment Date, as set forth in the Purchase Agreement. Any redemption of less than the entire unpaid principal amount of the Bonds pursuant to Section 2(b) shall not relieve the sinking fund obligation under this Section 2(a). (iii) The Registrar shall select the Bonds to be redeemed on each Sinking Fund Payment Date by lot in the manner specified in Section 2(c). The redemption of such Bonds shall be made upon the terms and in the manner stated in Section 2(d). (b) The Bonds are subject to redemption at the option of the Commission at any time after issuance thereof, only in Authorized Denominations, as a whole or in part from time to time, in multiples of $5, 000 (with the Bonds to be selected by lot in such manner as may be designated by the Registrar, in case of redemption in part) , at face value plus interest accrued on the Bonds so redeemed to the date fixed for redemption, and without premium. (c) If less than all the Bonds are to be redeemed, then for all purposes in connection with such redemption and the selection by lot of the Registrar of the outstanding Bonds to be redeemed, each $5,000 of principal amount of each outstanding Bond in a denomination greater than $5,000 shall be treated as though it were a separate Bond of the denomination of $5,000. For all purposes of this Resolution, unless the context otherwise requires, all provisions relating to the redemption of Bonds shall relate, in the case of any Bond redeemed or to be redeemed only in part, to the portion of the principal of such Bond which has been or is to be redeemed. -8- \rlhill \sthbnd \airport \general \finalbd;lh;August 31, 1990 (d) Unless waived by any holder of Bonds to be redeemed, official notice of any such redemption shall be given by the Registrar on behalf of the Commission identifying the Bonds, by mailing a copy of an official redemption notice by registered or certified mail at least thirty (30) days and not more than sixty (60) days prior to the date fixed for redemption to the registered owner of the Bond or Bonds to be redeemed at the address shown on the Bond Register or at such other address as is furnished in writing by such registered owner to the Registrar; provided, however, that failure to give such notice by mailing, or any defect therein, with respect to any Bond shall not affect the validity of any proceedings for the redemption of other Bonds. All official notices of redemption shall be dated and shall state: (1) the redemption date, (2) the redemption price, (3) if less than all outstanding Bonds are to be redeemed, the identification (and, in the case of partial redemption, the respective principal amounts) of the Bonds to be redeemed, (4) that on the redemption date the redemption price will become due and payable upon each such Bond or portion thereof called for redemption, and that interest thereon shall cease to accrue from and after said date, and (5) the place where such Bonds are to be surrendered for payment of the redemption price, which place of payment shall be the place provided for the payment of the principal of the Bonds. Prior to any redemption date, the Commission shall deposit with the Paying Agent an amount of money sufficient to pay the redemption price of all the Bonds or portions of Bonds which are to be redeemed on that date. Official notice of redemption having been given as aforesaid, the Bonds or portions of Bonds so to be redeemed shall, on the redemption date, become due and payable at the redemption price therein specified, and from and after such date (unless the Commission shall default in the payment of the redemption price) such Bonds or portions of Bonds shall cease to bear interest. Upon surrender of such Bonds for redemption in accordance with said notice, such Bonds shall be paid by the Paying Agent at the redemption price. Bonds redeemed in part may be exchanged for a -9- \rlhill \sthbnd\ airport \general \finalbd;lh;August 31, 1990 Bond or Bonds of the same maturity in Authorized Denominations equal to the remaining principal amount. In addition to the foregoing notice, further notice may be given by the Registrar as it deems appropriate by mail, publication or otherwise to registered securities depositories, national information services or others containing the above information and such further information as the Registrar may deem appropriate, but no defect in said further notice, nor any failure to give all or any portion of such further notice shall in any manner defeat the effectiveness of a call for redemption if notice thereof is given as above described. 3. The form and tenor of the Bonds shall be substantially as follows (all blanks to be properly completed prior to the preparation of the Bonds): United States of America State of Indiana County of St. Joseph No. 90R- $ CITY OF SOUTH BEND REDEVELOPMENT DISTRICT TAX INCREMENT REVENUE BOND OF 1990 Interest Maturity Original Authentication Rate Date Date Date CUSIP Registered Owner: Principal Sum: The City of South Bend, in St. Joseph County, State of Indiana (the "City ") , acting for and on behalf of the City of South Bend Redevelopment District (a special taxing district having the same boundaries as the City), for value received, hereby promises to pay to the Registered Owner stated above, or registered assigns, but solely from taxes on real property located in the Airport Economic Development Area, Allocation Area No. 1 ( "Allocation Area No. 111) allocated and deposited in the City of South Bend, Department of Redevelopment, Airport Economic Development Area, Allocation Area No. 1 Allocation Fund (the "Allocation Fund ") pursuant to the provisions of IC 36- 7 -14 -39 and proceeds from the sale or leasing of property in Allocation Area No. 1 under IC 36- 7 -14 -22 deposited in the Allocation Fund as required by IC 36- 7 -14 -26 (the "Tax Increment "), the Principal Sum stated above, on the Maturity Date stated above, unless this bond shall have previously been called for redemption and payment of the redemption price made or provided for, and to pay interest on said Principal Sum to the Registered Owner of this bond until the City's -10- \rlhill \sthbnd \airport \general \finalbd;lh;August 31, 1990 obligation with respect to the payment of said Principal Sum shall be discharged, at the rate per annum specified. above from the interest payment date next preceding the date of authentication of this bond, unless this bond is authenticated on or before ce January 15, 1991, in which case the interest shall be paid from the Original Date stated above or unless this bond is authenticated between the fifteenth day of the month preceding an interest payment date and the interest payment date, in which case interest shall be paid from such interest payment date. Interest is payable February 1, 1991 and semiannually thereafter on February 1 and August 1 of each year by check or draft. Interest shall be calculated on the basis of twelve (12) thirty -day months for a three hundred sixty -day year. The principal of and premium, if any, on this bond are payable at the principal office of in the City of , Indiana, as Paying Agent (which term shall include any successor Paying Agent). Interest on this bond shall be paid by check or draft mailed or delivered to the Registered Owner hereof at the address as it appears on the books kept by , in the City of Indiana, as Registrar (which term shall include any successor Registrar), for the registration and for the transfer of the bonds (the "Bond Register ") as of the fifteenth day of the month immediately preceding the interest payment date or at such other address as is provided to the Paying Agent in writing by the Registered Owner. All payments on this bond shall be made in lawful money of the United States of America. This bond, together with interest thereon, does not constitute a corporate obligation or indebtedness of the City of South Bend, but the same is an obligation of the Redevelopment District of the City of South Bend, which is a special taxing district having the same boundaries as the City of South Bend, and is payable solely out of the Tax Increment. Subject to the provisions for registration, this bond is negotiable under the laws of the State of Indiana. The terms and provisions of this bond are continued on the reverse side hereof and such continued terms and provisions shall for all purposes have the same effect as though fully set forth at this place. It is hereby certified and recited that all acts, conditions and things required by law and the Constitution of the State of Indiana to be done precedent to and in the execution, issuance, sale and delivery of this bond have been properly done, happened and performed in regular and due form as prescribed by law, and that the issuance of this bond by the Redevelopment District of the City of South Bend does not cause any -11- \rlhill \sthbnd\ airport \general \finalbd;lh;August 31, 1990 constitutional or statutory limitation of indebtedness to be exceeded. This bond shall not be valid or become obligatory for any Amok purpose or be entitled to any security or benefit under the Resolution authorizing this bond until the certificate of authentication hereon shall have been duly executed by an authorized representative of the Registrar. IN WITNESS WHEREOF, the City of South Bend Redevelopment Commission has caused this bond to be executed in the name of the City of South Bend, acting for and on behalf of the Redevelopment District of the City of South Bend, by the manual or facsimile signature of the Mayor of said City and attested by the manual or facsimile signature of the Controller of said City, who has caused the seal of said City to be impressed or a facsimile thereof to be printed hereon. CITY OF SOUTH BEND, INDIANA By: (Facsimile) Joseph E. Kernan, Mayor (Seal of the City) ATTEST: (facsimile) S. Katherine Humphreys Controller Registrar's Certificate of Authentication This bond is one of the bonds described in the within mentioned Resolution. AS REGISTRAR By: Authorized Representative (Reverse of Bond) This bond is one of an authorized issue of bonds of the Redevelopment District of the City of South Bend in the aggregate principal amount of Nine Hundred and Fifty Thousand Dollars ($950,000), numbered consecutively from 90R -1 upwards, issued pursuant to a resolution entitled "A FINAL BOND RESOLUTION OF THE CITY OF SOUTH BEND REDEVELOPMENT COMMISSION AUTHORIZING THE -12- \rlhill \sthbnd\ airport \general \finalbd;lh;August 31, 1990 ISSUANCE OF THE CITY OF SOUTH BEND REDEVELOPMENT DISTRICT TAX INCREMENT REVENUE BONDS OF 1990 FOR THE PURPOSE OF RAISING MONEY FOR PROPERTY ACQUISITION AND REDEVELOPMENT IN THE AIRPORT ECONOMIC DEVELOPMENT AREA, ALLOCATION AREA NO. 1" (Resolution No. ), (the "Resolution ") adopted by the City of South Bend Redevelopment Commission (the "Commission ") on August 31, 1990, and in strict compliance with IC 36 -7 -14, for the purpose of procuring funds to pay for the cost of property acquisition and redevelopment in Allocation Area No. 1, together with a sum sufficient to pay the estimated cost of all expenses reasonably incurred in connection with the acquisition and redevelopment of Allocation Area No. 1, including the total cost of all land, rights -of -way and other property to be acquired and redeveloped, all reasonable and necessary architectural, engineering, legal, financing, accounting, advertising, bond discount and supervisory expenses, capitalized interest and a debt service reserve for the bonds as set forth in the Resolution and expenses the Commission may be required or permitted to pay as "relocation assistance" under IC 8- 23 -17, together with the expenses in connection with or on account of the issuance of the bonds, all as described in the Resolution. Reference is hereby made to the Resolution for a description of the nature and extent of the rights, duties and obligations of the owners of the bonds, the City and the Commission and the terms on which this bond is issued, and to all the provisions of the Resolution to which the owner hereof by the acceptance of this bond assents. The Bonds are subject to mandatory redemption through operation of a sinking fund at a redemption price of loot of the principal amount redeemed, plus interest accrued to the redemption date, and at maturity, on the dates specified below in the following principal amounts: Date Amount The Bonds are subject to redemption at the option of the Commission at any time after issuance thereof, as a whole or in part from time to time, only in Authorized Denominations (with the Bonds to be selected by lot in such manner as may be designated by the Registrar, in case of redemption in part), at face value plus interest accrued on the Bonds so redeemed to the date fixed for redemption, and without premium. Unless waived by any holder of bonds to be redeemed, official notice of any such redemption shall be given by the -13- \rlhill \sthbnd\ airport \general \finalbd;lh;August 31, 1990 Registrar on behalf of the Commission by mailing a copy of an official redemption notice by registered or certified mail at least thirty ( 3 0 ) days and not more than sixty ( 60 ) days prior to the date fixed for redemption to the registered owner of the bond or bonds to be redeemed at the address shown on the Bond Register or at such other address as is furnished in writing by such registered owner to the Registrar; provided, however, that failure to give such notice, or any defect therein, with respect to any bond shall not affect the validity of any proceedings for the redemption of other bonds. Official notice of redemption having been given as aforesaid, the bonds, or portions of bonds so to be redeemed shall, on the redemption date, become due and payable at the redemption price therein specified, and from and after such date (unless the Commission shall default in the payment of the redemption price) such bonds or portions of bonds shall cease to bear interest. Upon surrender of such bonds for redemption in accordance with said notice, such bonds shall be paid by the Paying Agent at the redemption price. Bonds redeemed in part may be exchanged for a bond or bonds of the same maturity in Authorized Denominations equal to the remaining principal amount. The principal of and interest on this bond and all other bonds of the issue of which this bond is a part, and any bonds ' hereafter issued ranking on a parity herewith are payable solely �+ out of the Tax Increment. This bond is transferable or exchangeable only upon the Bond Register by the Registered Owner hereof in person, or by his attorney duly authorized in writing, upon surrender of this bond together with a written instrument of transfer or exchange satisfactory to the Registrar duly executed by the Registered Owner or his attorney duly authorized in writing and thereupon a new fully registered bond or bonds in the same aggregate principal amount and of the same maturity shall be executed and delivered in the name of the transferee or transferees or the Registered Owner, as the case may be, in exchange therefor. This bond may be transferred or exchanged without cost to the Registered Owner, except for any tax or governmental charge required to be paid with respect to the exchange. The Registrar shall not be required to transfer or exchange this bond if it has been called for redemption or during the period from the fifteenth day of any calendar month immediately preceding an interest payment date to such interest payment date. The City, the Commission, the Registrar and Paying Agent may treat and consider the person in whose name this bond is registered as the absolute owner hereof for all purposes including for the purpose of receiving payment of, or on account of, the principal hereof and interest due hereon. -14- \rlhill \sthbnd\ airport \general \finalbd;lh;August 31, 1990 In the manner provided in the Resolution, the Resolution and the rights and obligations of the Commission and of the owners of the bonds may (with certain exceptions as stated in the Resolution) be modified or amended with the consent of the owners of at least sixty percent (60 %) in aggregate principal amount of outstanding bonds exclusive of bonds, if any, owned by the Commission or the City. Additional bonds ranking on a parity with the bonds authorized by the Resolution and other bonds, junior to the bonds authorized by the Resolution, may be issued in accordance with the terms of the Resolution. The bonds maturing in any one year are issuable only in fully registered form in the denomination of Five Thousand Dollars ($5,000.00) or any integral multiples thereof not exceeding the aggregate principal amount of the bonds maturing in such year. In the event this bond is mutilated, lost, stolen or destroyed, the City may execute and the Registrar may authenticate a new bond of like date, maturity and denomination as this bond, which new bond shall be marked in a manner to distinguish it from this bond; provided that, in the case of this bond being mutilated, this bond shall first be surrendered to the City and the Registrar, and in the case of this bond being lost, stolen, or destroyed, there shall first be furnished to the City and the Registrar evidence of such loss, theft or destruction satisfactory to the City and the Registrar, together with indemnity satisfactory to them. In the event that this bond, being lost, stolen or destroyed, shall have matured, instead of issuing a duplicate bond the City and the Registrar may, upon receiving indemnity satisfactory to them, pay this bond without surrender hereof. The City and the Registrar may charge the owner of this bond with their reasonable fees and expenses in connection with the above. Every substitute bond issued by reason of this bond being lost, stolen or destroyed shall, with respect to this bond, constitute a substitute contractual obligation of the City, acting for and on behalf of the Redevelopment District of the City of South Bend, whether or not this bond, being lost, stolen or destroyed shall be found at any time and shall be entitled to all the benefits of the Resolution, equally and proportionately with any and all other bonds duly issued thereunder. The Registrar or Paying Agent may at any time resign as Registrar or Paying Agent by giving thirty (30) days' written notice to the Commission and by first -class mail to the registered owners of bonds then outstanding, and such resignation will take effect at the end of such thirty (30) days or upon the earlier appointment of a successor Registrar or Paying Agent, as the case may be, by the Commission. Such notice to the Commission may be served personally or be sent by registered mail. The Registrar or the Paying Agent may be removed at any time as Registrar or Paying -15- \rlhill \sthbnd\ airport \general \finalbd;lh;August 31, 1990 Agent by the Commission, in which event the Commission may appoint a successor Registrar or Paying Agent, as the case may be. The Commission shall cause the registered owner of this bond to be notified, if then outstanding, by first -class mail, of the removal of the Registrar or Paying Agent. Notices to registered owners of bonds shall be deemed to be given when mailed by first -class mail to the addresses of such registered owners as they appear in the registration books kept by the Registrar. If this bond or a portion thereof shall have become due and payable in accordance with its terms or shall have been duly called for redemption or irrevocable instructions to call this bond or a portion thereof for redemption shall have been given, and the whole amount of the principal of and premium, if any, and interest, so due and payable upon all of this bond or a portion thereof then outstanding shall be paid or (i) sufficient monies, or (ii) direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America, the principal of and the interest on which when due will provide sufficient monies for such purpose, or (iii) time certificates of deposit fully secured as to both principal and interest by obligations of the kind described in (ii) above of a bank or banks the principal of and interest on which when due will provide sufficient monies for such purpose, shall be held in trust for such purpose, and provision shall also have been made for paying all fees and expenses in connection with the redemption, then and in that case this bond or such portion thereof shall no longer be deemed outstanding or an indebtedness of the Redevelopment District of the City of South Bend. The following abbreviations, when used in the inscription of the face of this bond, shall be construed as though they were written out in full according to applicable laws or regulations: TEN. COM. as tenants in common TEN. ENT. as tenants by the entireties JT. TEN. as joint tenants with right of survivorship and not as tenants in common UNIF. GIFT MIN. ACT _ Custodian _ (Cust.) (Minor) under Uniform Gifts (State) to Minors Act of Additional abbreviations may also be used although not in the above list. -16- \rlhill \sthbnd \airport \general \finalbd;lh;August 31, 1990 Assignment For value received, the undersigned hereby sells and transfers unto (Please print or typewrite name and address of transferee) this bond and all rights hereunder constitutes and appoints attorney, to transfer this bond on registration hereof with full power premises. Date: Signature Guaranteed: NOTICE: Signature(s) must be guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. and hereby irrevocably the books kept for of substitution in the the (NOTICE: The signature above must correspond with the name of the Registered Owner as it appears on the front of this bond in every particular without alteration or enlargement or any change whatsoever.) 4. There are hereby created and established in the Allocation Fund a Tax Increment Revenue Account (into which all Tax Increment received shall be deposited and held in reserve for payment of debt service on the Bonds pursuant to this Resolution and IC 36- 7- 14 -39), a Bond Principal and Interest Account, a Reserve Account and a General Account, each of which the Controller, the Commission and the Department hereby covenant and agree to cause to be kept and maintained. On January 15, 1991, and each July 15th and January 15th thereafter, all monies in the Tax Increment Revenue Account shall be set aside in the following accounts within the Allocation Fund, in the following order of priority: (a) Bond Principal and Interest Account. There shall be set aside within the Allocation Fund and deposited into the -17- \rlhill \sthbnd\ airport \general \finalbd;lh;August 31, 1990 Bond Principal and Interest Account from the Tax Increment Revenue Account, to the extent available, an amount of money which, together with any money contained therein, is equal to the aggregate amount of the principal and interest due during that bond year with respect to the Bonds. For this purpose, a "bond year" shall be deemed to be a year to and including February 1. No deposit need be made into the Bond Principal and Interest Account if the amount contained therein is at least equal to the aggregate amount of principal and interest due and payable with respect to the Bonds during the remainder of that bond year. All money in the Bond Principal and Interest Account shall be used and withdrawn solely for the purpose of paying the interest on and the principal of the Bonds as it shall become due and payable to the extent it is required therefor (including accrued interest on any Bonds purchased or redeemed prior to maturity). (b) Reserve Account. There shall be set aside from the Allocation Fund and deposited in the Reserve Account from the Tax Increment Revenue Account an amount of money that shall be required to maintain the Reserve Account in the full amount of the Debt Service Reserve Requirement (as defined below). No deposit need be made in the Reserve Account so long as there shall be on deposit therein a sum equal to the least of (i) the maximum annual debt service on the Bonds, or (ii) one and one - quarter (1 -1/4) times the average annual debt service on the Bonds, or (iii) ten percent (10 %) of the proceeds of the Bonds, within the meaning of Section 148(d) of the Internal Revenue Code of 1986, as amended (the "Code ") (the "Debt Service Reserve Requirement "). All money in the Reserve Account shall be used and withdrawn by the City solely for the purpose of making deposits into the Bond Principal and Interest Account, in the event of any deficiency at any time in such account, or for the purpose of paying the interest on or principal of or redemption premiums, if any, on the Bonds in the event that no other money is lawfully available therefor, except that so long as there is no default hereunder any amount in the Reserve Account in excess of the Debt Service Reserve Requirement shall be withdrawn from the Reserve Account and deposited in the General Account. Money in the Reserve Account shall also be available to make the final payments of interest and principal on the Bonds. (c) General Account. The remaining amounts in the Tax Increment Revenue Account shall be deposited into the General Account of the Allocation Fund and be available only to do one (1) or more of the following: -18- \rlhill \sthbnd\ airport \general \finalbd;lh;August 31, 1990 (1) pay the principal of and interest on any obligations (including the Bonds) payable solely from allocated tax proceeds which are incurred by the Redevelopment District for the purpose of financing or refinancing the redevelopment of the Allocation Area; (2 ) establish, augment, or restore the debt service reserve for bonds (including the Bonds) payable solely or in part from allocated tax proceeds in the Allocation Area; (3) pay the principal of and interest on bonds payable from allocated tax proceeds in the Allocation Area and from the special tax levied under Section 27 of the Act; (4) pay the principal of and interest on bonds issued by the City to pay for local public improvements in or serving the Allocation Area; (5) pay premiums on the redemption before maturity of bonds payable solely or in part from allocated tax proceeds in the Allocation Area; (6) make payments on leases payable from allocated tax proceeds in the Allocation Area under Section 25.2 of the Act; (7) reimburse the City for expenditures made by the City for local public improvements (which include buildings, parking facilities, and other items described in Section 25.1(a) of the Act) within or serving the Allocation Area; (8) reimburse the City for rentals paid by the City for a building or parking facility within or serving the Allocation Area under any lease entered into under IC 36 -1 -10; (9) pay all or a portion of a property tax replacement credit to taxpayers in the Allocation Area as determined by the Commission pursuant to Section 39 of the Act; or (10) pay expenses incurred by the Commission for local public improvements that are in the Allocation Area IL or serving the Allocation Area. Public improvements include buildings, parking facilities, and other items described in Section 25.1(a) of the Act; -19- \rlhill \sthbnd \airport \general \finalbd;lh;August 31, 1990 provided however, that if further uses of property tax proceeds allocated to the Allocation Fund are authorized or permitted by amendment to the Act, including Section 39 of the Act, those uses shall also be authorized or permitted for property tax proceeds allocated to the Allocation Fund. (d) When the money in the Allocation Fund is sufficient to pay when due all principal and interest payments for that year on bonds (including the Bonds) described in subsection (c), and is not needed for that year for the other purposes described in subsection (c) (including without limitation the maintaining of property taxes collected in a given year in the Allocation Fund as a reserve to pay principal and interest on the Bonds payable in the year following such year of collection in the manner and at the times specified herein), money in the Allocation Fund in excess of that amount (the "Excess Funds ") shall be paid to the Controller who shall, during the time a part of the Allocation Area is located in an enterprise zone created under IC 4- 4 -6.1, deposit such Excess Funds in a special fund created for the enterprise zone and used as required by law; provided, however, to the extent portions of the Allocation Area are not within the enterprise zone, the Excess Funds deposited into the special fund shall be reduced on a pro rata basis based on the percentage of the enterprise zone contained in the Allocation Area as provided in Section 39(g) of the Act. When no part of the Allocation Area is located in an enterprise zone then the Excess Funds shall be deposited as provided in subsection (e). (e) Except as provided in subsection (d) , before July 15 of each year, the Commission shall (1) determine the amount, if any, of Excess Funds in the following year; and (2) notify the Auditor of St. Joseph County of the amount, if any, of the Excess Funds that the Commission has determined may be paid to the respective taxing units entitled thereto, provided that the Commission may not authorize a payment to the respective taxing units under this subsection if to do so would endanger the interests of the holders of the bonds (including the Bonds) described in subsection (c) of this Section 4. The Tax Increment, other than the Excess Funds, shall be irrevocably pledged for the purpose set forth in this Section 4. All money in each of the accounts in the Allocation Fund shall be held in trust for the benefit of the holders of the Bonds and shall be applied, used and withdrawn only for the purposes authorized in this Section 4. The proceeds of the Allocation Fund shall be deposited with a legally qualified depository or depositories for funds of the City as now -20- \rlhill \sthbnd \airport \general \finalbd;lh;August 31, 1990 provided by law and shall be segregated and kept separate and apart from all other funds of the City and may be invested as permitted by law. Interest earned in each account or fund established under this Resolution shall be credited thereto, except that the amount of funds in the Reserve Account shall not exceed the Debt Service Reserve Requirement, and any such excess shall be deposited into the General Account. 5. The Redevelopment District reserves the right to authorize and issue additional bonds ( "Parity Bonds ") , payable out of the Tax Increment, ranking on a parity with the Bonds authorized by this Resolution and payable ratably from the Tax Increment for the purpose of raising money for future property acquisition or redevelopment in the Allocation Area. In the event any Parity Bonds are issued pursuant to this Paragraph No. 5, the term "Bonds" in this Resolution shall, unless the context otherwise requires, be deemed to refer to the bonds authorized to be issued by this Resolution and such Parity Bonds. The authorization and issuance of Parity Bonds shall be subject to the following conditions precedent: (a) All interest and principal payments with respect to all bonds payable from the Tax Increment shall be current to date with no payment in arrears. (b) The balance in the Reserve Account shall equal the Debt Service Reserve Requirement. (c) The Commission shall have received a certificate prepared by an independent certified public accountant or an independent financial consultant ( "Certifier ") certifying that the Tax Increment estimated to be received in each succeeding year, adjusted as provided below, is estimated to be equal to at least 125% of the principal and interest requirements for each respective year during the term of the bonds with respect to the Bonds and the Parity Bonds. In estimating the Tax Increment to be received in any future year, the Certifier shall base his calculation on assessed valuation actually assessed or to be assessed as of the assessment date immediately preceding the issuance of the Parity Bonds; provided, however, the Certifier shall adjust such assessed values for the current and future reductions of real property tax abatements granted to property owners in the Allocation Area. No increase in the Tax Increment to be received in any future year shall be assumed which results from projected inflation in property values. -21- \rlhill \sthbnd\ airport \general \finalbd;lh;August 31, 1990 The Commission shall approve and confirm the findings and estimates set forth in the above - described certificate in any supplemental resolution authorizing the issuance of the Parity Bonds. Except as otherwise provided in this Section, so long as any of the Bonds are outstanding, no additional bonds or other obligations pledging any portion of the Tax Increment shall be authorized, executed or issued by the City acting for and on behalf of the Redevelopment District except such as shall be made subordinate and junior in all respects to the Bonds, unless all of the Bonds are redeemed and retired coincidentally with the delivery of such additional bonds or other obligations, or, as provided in Section 15 hereof, funds sufficient to effect such redemption are available and set aside for that purpose at the time of issuance of such additional bonds. 6. Proceeds received from the sale of the Bonds shall be deposited as follows: (a) all accrued interest received at the time of the delivery of the Bonds and an additional amount equal to the interest coming due on the Bonds on February 1, 1991, August 1, 1991, and February 1, 1992, shall be placed in the Bond Principal and Interest Account; (b) an amount equal to the Debt Service Reserve Requirement shall be placed in the Reserve Account; and (c) the remaining proceeds from the sale of the Bonds shall be deposited in a special fund to be designated as the "City of South Bend Redevelopment District (Airport Economic Development Area Allocation Area No. 1) 1990 Capital Fund" (the "Capital Fund "). 7. Proceeds of the Capital Fund shall be deposited with a legally qualified depository or depositories for funds of the City as now provided by law and shall be segregated and kept separate and apart from all other funds of the City and may be invested as permitted by law. The proceeds in the Capital Fund shall be expended only for the purpose of paying the cost of property acquisition and redevelopment in the Allocation Area together with a sum sufficient to pay the estimated cost of all expenses reasonably incurred in connection with the acquisition and redevelopment of the Allocation Area, including the total cost of all land, rights -of -way and other property to be acquired and redeveloped, all reasonable and necessary architectural, engineering, legal, financing, accounting, advertising, bond discount and supervisory expenses, and expenses the Commission may be required or permitted to pay as "relocation assistance" under IC 8 -23 -7, together with the expenses in connection with or on account of the issuance of the Bonds. Any balance or balances -22- \rlhill \sthbnd\ airport \general \finalbd;lh;August 31, 1990 remaining in the Capital Fund after the completion of property acquisition and redevelopment in the Allocation Area which are not required to meet unpaid obligations incurred in connection with the property acquisition and redevelopment in the Allocation Area and issuance of the Bonds, shall be deposited into the Bond Principal and Interest Account and used solely for the purposes of that account. 8. As soon as can be done after the adoption of this Resolution, the President and the Secretary of the Commission are hereby directed to deliver on behalf of the Commission a certified copy of this Resolution to the Controller. 9. The Bonds shall be sold by private negotiated sale, as provided by IC 36- 7- 14- 25.1(8), to Raffensperger Hughes & Co., Inc. (the "Purchaser ") , at a price of not less than 99% of par plus accrued interest to the date of delivery of the Bonds in accordance with the Purchase Agreement. The President of the Commission is hereby authorized to execute and deliver the Purchase Agreement substantially in the form attached hereto as Appendix A, together with such changes and modifications as may be approved by the President (with execution by the President to be conclusive evidence of such approval), based upon the recommendation of the financial advisor to the Commission with respect to the interest rates on the Bonds, mandatory redemption dates and amounts and other matters contained therein. The President is further authorized to carry out, on behalf of the City and the Commission, the terms and conditions set forth in the Purchase Agreement, consistent with the provisions of this Resolution. 10. The Controller is hereby authorized and directed to obtain a legal opinion as to the validity of the Bonds from Baker & Daniels, bond counsel, of South Bend, Indiana, and to furnish such opinion to the purchaser of the Bonds. The cost of said opinion shall be considered as part of the costs incidental to these proceedings and shall be paid out of the proceeds of the Bonds. 11. Any Bonds issued under this Resolution may be initially issued in temporary form exchangeable for definitive Bonds. The temporary Bonds may be printed, lithographed or typewritten, shall be of such denominations as may be determined by the Commission, shall be in fully registered form and may contain such reference to any of the provisions of this Resolution as may be appropriate. Every temporary Bond shall be executed, sealed and attested by the Mayor and Controller in substantially the same manner as provided in Section 1 hereof. If temporary Bonds are issued, definitive Bonds will be executed and furnished without delay and thereupon the temporary Bonds may be surrendered for cancellation at the principal office of the Registrar and the Registrar shall deliver in exchange for such temporary Bonds an equal aggregate principal amount of definitive Bonds of the same -23- \rlhill \sthbnd \airport \general \finalbd;lh;August 31, 1990 interest rates and maturities. Until so exchanged, the temporary Bonds shall be entitled to the same benefits under this Resolution as definitive Bonds issued hereunder. 12. The Mayor is hereby authorized to execute the Bonds with his manual or facsimile signature and the Controller is hereby authorized and directed to have the definitive Bonds prepared, attest the Bonds with his manual or facsimile signature, and cause the seal of the City to be impressed or a facsimile thereof to be printed on the Bonds, all in the form and manner herein provided. In case any officer whose signature appears on the Bonds shall cease to hold that office before the delivery of the Bonds, the signature shall nevertheless be valid and sufficient for all purposes, the same as if such officer had remained in office until the delivery of the Bonds. After the Bonds have been properly executed, the Controller shall certify the amount the purchaser is to pay, together with the name and address of the purchaser, and upon receipt of the amount of payment certified, deliver the Bonds to the purchaser. The Controller shall take a receipt for the Bonds delivered to the purchaser, pay the purchaser's payment into the respective funds described above, and report the proceedings to the Commission and the Common Council of the City. 13. In order to preserve the exclusion from gross income of interest on the Bonds under federal law and as an inducement to the purchasers of the Bonds, the Commission on behalf of the Redevelopment District represents, covenants and agrees that: (a) No person or entity or any combination thereof, other than the Redevelopment District or the City, will use proceeds of the Bonds or property financed by said proceeds other than as a member of the general public. No person or entity or any combination thereof, other than the Redevelopment District, will own property financed by Bond proceeds or will have actual or beneficial use of such property pursuant to a lease, a management or incentive payment contract, an arrangement such as a take -or -pay or other type of output contract or any other type of arrangement that differentiates that person's or entity's use of such property from the use by the public at large of such property; (b) No Bond proceeds will be loaned to any entity or person. No Bond proceeds will be transferred directly, or indirectly transferred or deemed transferred to a person other than a governmental unit in a fashion that would in substance constitute a loan of said Bond proceeds; (c) The Redevelopment District will not take any action or fail to take any action with respect to the Bonds that would result in the loss of the exclusion from gross income for federal tax purposes of interest on the Bonds pursuant to -24- \rlhill \sthbnd\ airport \general \finalbd;lh;August 31, 1990 Section 103(a) of the Code, as in effect on the date of delivery of the Bonds, nor will the Commission act in any manner which would adversely affect such exclusion. The Commission further covenants that it will not make any investment or do any other act or thing during the period that any Bond is outstanding hereunder which would cause any Bond to be an "arbitrage bond" within the meaning of Section 148 of the Code and the regulations applicable thereto as in effect on the date of delivery of the Bonds. The Commission shall comply with the arbitrage rebate requirements under Section 148 of the Code to the extent applicable; and (d) All officers, members, employees and agents of the Commission, the Department and the City are authorized and directed to provide certifications of facts and estimates that are material to the reasonable expectations of the Commission as of the date the Bonds are issued and to enter into covenants on behalf of the Commission evidencing the Commission's commitments made herein. In particular, all or any officers, members, employees and agents of the Commission, the Department and the City are authorized to certify and /or enter into covenants for the Redevelopment District regarding the facts and circumstances and reasonable expectations of the Commission on the date the Bonds are issued and the commitments made by the Commission herein regarding the amount and use of the proceeds of the Bonds. 14. Notwithstanding any other provisions of this Resolution, the covenants and authorizations contained in this Resolution (the "Tax Sections ") which are designed to preserve the exclusion of interest on the Bonds from gross income under federal law (the "Tax Exemption ") need not be complied with if the Redevelopment District receives an opinion of bond counsel that any Tax Section is unnecessary to preserve the Tax Exemption. 15. If, when the Bonds or a portion thereof shall have become due and payable in accordance with their terms or shall have been duly called for redemption or irrevocable instructions to call the Bonds or a portion thereof for redemption shall have been given, and the whole amount of the principal of and interest so due and payable upon all of the Bonds or a portion thereof then outstanding shall be paid or (i) sufficient monies, or (ii) direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America, the principal of and the interest on which when due will provide sufficient monies for such purpose, or (iii) time certificates of deposit fully secured as to both principal and interest by obligations of the kind described in (ii) above of a bank or banks the principal of and interest on which when due will provide sufficient monies for such purpose, shall be held in trust for such purpose, and provision shall also have been made for -25- \rlhill \sthbnd \airport \general \finalbd;lh;August 31, 1990 paying all fees and expenses in connection with the redemption, then and in that case the Bonds or such portion thereof issued hereunder shall no longer be deemed outstanding or an indebtedness of the Redevelopment District. 16. If any section, paragraph or provision of this Resolution shall be held to be invalid or unenforceable for any reason, the invalidity or unenforceability of such section, paragraph or provision shall not affect any of the remaining provisions of this Resolution. 17. All resolutions and orders, or parts thereof, in conflict with the provisions of this Resolution are, to the extent of such conflict, hereby repealed, and this Resolution shall be in immediate effect from and after its adoption. 18. If the date for making any payment or the last date for performance of any act or the exercising of any right, as provided in this Resolution, shall be a legal holiday or a day on which banking institutions in the City or the city in which the Paying Agent is located are typically closed, such payment may be made or act performed or right exercised on the next succeeding day not a legal holiday or a day on which such banking institutions are typically closed, with the same force and effect as if done on the nominal date provided in this Resolution, and no interest shall accrue for the period after such nominal date. 19. The Commission may, from time to time and at any time, without the consent of, or notice to, any of the owners of the Bonds, adopt resolutions supplemental hereto (which supplemental resolutions shall thereafter form a part hereof) for any one or more of the following purposes: (a) To cure any ambiguity or formal defect or omission in this Resolution or in any supplemental resolution; (b) To grant to or confer upon the owners of the Bonds any additional benefits, rights, remedies, powers, authority or security that may lawfully be granted to or conferred upon the owners of the Bonds, or to make any change which, in the judgment of the Commission, is not to the prejudice of the owners of the Bonds; (c) To modify, amend or supplement this Resolution to permit the qualification of the Bonds for sale under the securities laws of the United States of America or of any of the states of the United States of America or to obtain or maintain bond insurance with respect to payments of principal of and interest on the Bonds; -26- \rlhill \sthbnd\ airport \general \finalbd;lh;August 31, 1990 (d) To provide for the refunding or advance refunding of the Bonds; (e) To procure a rating on the Bonds from a nationally co recognized securities rating agency designated in such supplemental resolution, if such supplemental resolution will not adversely affect the owners of the Bonds; or (f) Any other purpose which in the judgment of the Commission does not adversely impact the interests of the owners of the Bonds. 20. This Resolution and the rights and obligations of the Commission and the owners of the Bonds may be modified or amended at any time by supplemental resolutions adopted by the Commission with the consent of the owners of the Bonds holding at least sixty percent (60 %) in aggregate principal amount of the outstanding Bonds (exclusive of Bonds, if any, owned by the Commission or the City); provided, however, that no such modification or amendment shall, without the express consent of the owners of the Bonds affected, reduce the principal amount of any Bond, reduce the interest rate or premium payable thereon, advance the earliest redemption date, extend its maturity or the times for paying interest thereon, permit a privilege or priority of any Bond or Bonds over any other Bond or Bonds, create a lien securing any Bonds other than a lien ratably securing all of the Bonds outstanding, or change the monetary medium in which principal and interest are payable, nor shall any such modification or amendment reduce the percentage of consent required for amendment or modification. Any act done pursuant to a modification or amendment so consented to shall be binding upon all the owners of the Bonds and shall not be deemed an infringement of any of the provisions of this Resolution or of the Act, and may be done and performed as fully and freely as if expressly permitted by the terms of this Resolution, and after such consent relating to such specified matters has been given, no owner shall have any right or interest to object to such action or in any manner to question the propriety thereof or to enjoin or restrain the Commission or any officer thereof from taking any action pursuant thereto. If the Commission shall desire to obtain any such consent, it shall cause the Registrar to mail a notice, postage prepaid, to the respective owners of the Bonds at their addresses appearing on the registration books held by the Registrar. Such notice shall briefly set forth the nature of the proposed supplemental resolution and shall state that a copy thereof is on file at the office of the Registrar for inspection by all owners of the Bonds. The Registrar shall not, however, be subject to any liability to any owners of the Bonds by reason of its failure to -27- \rlhill \sthbnd\ airport \general \finalbd;lh;August 31, 1990 mail the notice described in this Paragraph No. 20, and any such failure shall not affect the validity of such supplemental resolution when consented to and approved as provided in this Paragraph No. 20. Whenever at any time within one year after the date of the mailing of such notice, the Commission shall receive an instrument or instruments purporting to be executed by the owners of the Bonds of not less than sixty percent (60 %) in aggregate principal amount of the Bonds then outstanding (exclusive of Bonds, if any, owned by the Commission or the City), which instrument or instruments shall refer to the proposed supplemental resolution described in such notice, and shall specifically consent to and approve the adoption thereof in substantially the form of the copy thereof referred to in such notice as on file with the Registrar, thereupon, but not otherwise, the Commission may adopt such supplemental resolution in substantially such form, without liability or responsibility to any owners of the Bonds, whether or not such owner shall have consented thereto. Upon the adoption of any supplemental resolution pursuant to the provisions of this Paragraph No. 20, this Resolution shall be, and be deemed to be, modified and amended in accordance therewith, and the respective rights, duties and obligations under this Resolution shall thereafter be determined, exercised and enforced hereunder, subject in all respects to such modifications and amendments. 21. The appropriate officers are hereby authorized to take all actions required to obtain a rating for the Bonds, if economically feasible and desirable, and to enter into a guaranty agreement with a corporate guarantor for the purpose of further securing the payment of the principal of and interest on the Bonds. ADOPTED AND APPROVED at a meeting of the City of South Bend Redevelopment Commission held on the 31st day of August, 1990, at the office of the Commission, 1200 County -City Building, 227 West Jefferson Boulevard, South Bend, Indiana. CITY OF SOUTH BEND REDEVELOPMENT COMMISSION By: F. Nim z, Pre dent Redev nt Commission Roman Piasecki, Secretary -28- \rlhill \sthbnd\ airport \general \finalbd;lh;August 31, 1990 PURCHASE AGREEMENT THIS PURCHASE AGREEMENT has been made and entered into as of the day of September, 1990, by and between Raffensperger, Hughes & Co., Inc., Indianapolis, Indiana (the "Purchaser "), having its principal place of business in the City of Indianapolis, Indiana, and the City of South Bend Redevelopment Commission (the "Commission "). R E C I T A L S 1. The Commission has duly authorized the issuance of Nine Hundred Fifty Thousand Dollars ($950,000) of its tax increment revenue bonds (the "Bonds ") payable solely from the source indicated in the Final Bond Resolution adopted by the Commission on August 31, 1990 (the "Final Bond Resolution ") in order to provide funds for payment of the cost of property acquisition and redevelopment in the Airport Economic Development Area, Allocation Area No. 1. 2. The Purchaser desires to purchase and the Commission desires to sell the Bonds in accordance with this Purchase Agreement. A G R E E M E N T In consideration of the premises and the mutual covenants contained herein, the Commission and the Purchaser agree as follows: 1. The Purchaser shall purchase the Bonds and the Commission shall sell to the Purchaser the Bonds no later than the day of September, 1990, at a price of ($ ) and Purchaser's obligation to purchase said Bonds shall expire if said Bonds are for any reason not available for delivery to the Purchaser by said date unless otherwise agreed to by the Purchaser. The Bonds shall mature on August 1, 1996 and bear interest at a rate of Interest on the Bonds shall be calculated on the basis of twelve (12) thirty -day months for a 360 -day year. 2. The Bonds are subject to mandatory redemption through operation of the sinking fund created in and at the price provided for in the Final Bond Resolution on the dates and in the principal amounts as follows: 3. The terms of the Bonds are more fully set forth in the Final Bond Resolution, a copy of which is attached hereto, and such terms are incorporated herein by reference. 4. Simultaneously with the delivery to the Purchaser of the Bonds, which Bonds shall be substantially in the form set forth in the Final Bond Resolution, the Commission shall furnish to the Purchaser a transcript of proceedings and an opinion of bond counsel satisfactory to the Purchaser. The Commission shall bear the cost of such bond counsel's opinion. 5. The Commission shall comply with the rebate requirement of Section 148(f) of the Internal Revenue Code of 1986, as amended, to the extent applicable. 6. If any provision of this Purchase Agreement shall for any reason be held to be invalid or unenforceable, the -2- \rlhill \sthbnd\ airport \general \puragr;lh;August 31, 1990 invalidity or unenforceability of such provision shall not affect any of the remaining provisions of this Purchase Agreement and this Purchase Agreement shall be construed and be in force as if such invalid or unenforceable provisions had not been contained herein. 7. This Purchase Agreement may be executed in one or more counterparts, any of which shall be regarded for all purposes as an original and all of which constitute but one and the same instrument. The Purchaser and the Commission each shall execute any and all documents or other instruments, and take such other actions as may be necessary to give effect to the terms of this Purchase Agreement. 8. No waiver by either the Purchaser or the Commission of any term or condition of this Purchase Agreement shall be deemed or be construed as a waiver of any other terms or conditions, nor shall a waiver of any breach be deemed to constitute a waiver of any subsequent breach, whether of the same or of a different section, subsection, paragraph, clause, phrase or other provision of this Purchase Agreement. 9. This Purchase Agreement merges and supersedes all prior negotiations, representations, and agreements between the Purchaser and the Commission relating to the subject matter hereof and constitutes the entire agreement between the Purchaser and the Commission in respect hereof; provided, however, that the Final Bond Resolution shall be deemed to be controlling to the extent of any conflict between the Final Bond Resolution and the terms hereof (other than the interest rate and maturity date of the Bonds as set forth above). -3- \rlhill \sthbnd \airport \general \puragr;lh;August 31, 1990 The Commission and the Purchaser have caused this Purchase Agreement to be entered into as of the date first above written. RAFFENSPERGER, HUGHES AND CO., INC. J-1Z CITY OF SOUTH BEND REDEVELOPMENT COMMISSION By: -4- \rlhill \sthbnd\ airport \general \puragr;lh;August 31, 1990