HomeMy WebLinkAbout1998-10-19 Resolution 130RESOLUTION NO. 130
RESOLUTION OF THE SOUTH BEND REDEVELOPMENT
AUTHORITY AUTHORIZING THE ISSUANCE OF THE SOUTH
BEND REDEVELOPMENT AUTHORITY LEASE RENTAL
REVENUE REFUNDING BONDS OF 1998 (BLACKTHORN GOLF
COURSE PROJECT) AND OTHER RELATED MATTERS
WHEREAS, the South Bend Redevelopment Authority (the "Authority") has been
created pursuant to I.C. 36-7-14.5 as a separate body, corporate and politic, and as an instrumentality
of the City of South Bend to finance local public improvements for lease to the South Bend
Redevelopment Commission (the "Commission"); and
WHEREAS, the Authority intends to issue bonds in the aggregate amount not to
exceed Seven Million and 00/100 Dollars ($7,000,000.00) pursuant to I.C. 36-7-14.5-19 and I.C. 5-
• 1-5 to be known as the "South Bend Redevelopment Authority Lease Rental Revenue Refunding
Bonds of 1998 (Blackthorn Golf Course Project) (the "Bonds"), the proceeds of which are to be used
to advance refund the South Bend Redevelopment Authority Lease Rental Revenue Bonds
(Blackthorn Golf Course Project) (the "Refunded Bonds") issued in 1992 to finance (i) the
construction of certain local public improvements and the costs related thereto, including, without
limitation, a public golf course and related facilities (the "Project") and (ii) the costs of issuance of
the Refunded Bonds; and
WHEREAS, the Authority intends to amend the currently existing lease of the Project
with the Commission dated as of July 1, 1992, as amended by an Addendum to Lease between the
Commission and the Authority dated as of October 2, 1992 (collectively, the "Lease"), for the
.]
purpose of reducing the lease rentals due thereunder by the Commission to the Authority, which
Lease was heretofore approved and executed by this Authority; and
WHEREAS, there has been prepared and submitted to the Authority a form of Trust
Agreement to be dated as of November 1, 1998, between the Authority and Norwest Bank Indiana,
N.A., as Trustee (the "Trust Agreement") which Trust Agreement provides for, among other things,
the issuance of the Bonds to pay the costs of the advance refunding of the Refunded Bonds and pay
the costs of issuance of the Bonds; and
WHEREAS, a form of the nearly final Official Statement of the Authority (the
"Official Statement") to be dated October 26, 1998, relating to the issuance of the Bonds has been
prepared by Crowe, Chizek and Company LLP, as financial advisor to the Authority (the "Financial
Advisor"), and presented to the Authority; and
WHEREAS, there has been prepared and submitted to the Authority a form of
• Irrevocable Escrow Deposit Agreement to be dated as of November 1, 1998 (the "Escrow
Agreement"), between the Authority and Norwest Bank Indiana, N.A., Fort Wayne, Indiana, as
Escrow Trustee (the "Escrow Trustee"), which Escrow Agreement provides for, among other things,
the deposit of a portion of the proceeds of the Bonds with the Escrow Trustee in an amount, plus
investment earnings thereon, that will be sufficient to pay all principal of and interest on the
Refunded Bonds; and
WHEREAS, there has been prepared and submitted to the Authority a form of
Continuing Disclosure Undertaking Agreement to be dated as of November 1, 1998 (the "Continuing
Disclosure Undertaking Agreement"), between the Authority and Norwest Bank Indiana, N.A., as
counterparty (the "Counterparty"), which Continuing Disclosure Undertaking Agreement evidences
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the Authority's continuing disclosure obligations under Rule 15c2-12 promulgated by the Securities
and Exchange Commission (the "SEC Rule");
NOW, THEREFORE, BE IT RESOLVED, by this South Bend Redevelopment
Authority as follows:
Section 1. In order to pay and finance the costs of advance refunding the Refunded
Bond, and to pay costs of issuance of the Bonds, there is hereby authorized and there shall be
executed, issued, and delivered by and on behalf of the Authority, pursuant to I.C. 36-7-14.5-19 and
I.C. 5-1-5, the Bonds in the aggregate principal amount not to exceed Seven Million and 00/100
Dollars ($7,000,000.00).
Section 2. The Bonds are hereby authorized to be issued under, pursuant to, and in
accordance with the Trust Agreement with a final maturity date of no later than March 1, 2013, a
maximum rate of interest of seven percent (7.0%) per annum (or such lesser per annum interest rate
• or rates as the Authority may establish with the advice of its financial advisor at the time of
publication of the notice of intent to sell bonds referred to herein). The proceeds of the Bonds shall
be delivered to the Trustee and applied by the Trustee in accordance with the Trust Agreement.
Section 3. The Bonds maturing on or after March 1, 2007, may be redeemed prior
to maturity, at the option of the Authority in whole or in part, in whole multiples of $5,000, in such
order of maturities as the Authority shall direct, and by lot within maturities, on March 1, 2006, or
any date thereafter from any moneys made available for such purpose, at a redemption price equal
to the following percentages of the principal amount redeemed, plus in each case accrued interest
to the date fixed for redemption:
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Redemption Date
Price
• March 1, 2006, or thereafter on or before February 28, 2007. 102%
March 1, 2007, or thereafter on or before February 29, 2008 101%
March 1, 2008, and thereafter prior to maturity 100%
Section 4. At the option of the successful bidder or bidders on the Bonds, the Bonds
may be aggregated into one (1) or more term bonds payable from mandatory sinking fund
redemption payments (the "Term Bonds") as provided in the Trust Agreement. The Term Bonds
shall have a stated maturity or maturities on March 1. Such Term Bonds shall be subject to
mandatory sinking fund redemption prior to maturity at a redemption price equal to 100% of the
principal amount thereof, plus accrued interest to the redemption date, but without premium, on
March 1 in the years and in the principal amounts set forth in the maturity schedule for the Bonds
contained in the notice of intent to sell bonds to be published by the Authority as provided herein
. or in such principal amounts as may be determined pursuant to such notice of intent to sell.
Section 5. Said Bonds shall be issued in accordance with and shall be secured by a
trust agreement substantially in the form of the Trust Agreement as submitted to this meeting, with
such changes as the President and the Secretary-Treasurer of the Authority deem necessary or
appropriate to effectuate these resolutions and to consummate the sale of the Bonds, said officers'
execution and attestation thereof to be conclusive evidence of their approval of such changes.
Section 6. The Authority shall enter into the Escrow Agreement substantially in the
form of the Escrow Agreement submitted to this meeting, in order to effect the advance refunding
of the Refunded Bonds in accordance with their terms. The Authority hereby authorizes the
President and Secretary-Treasurer to execute and attest, respectively, the Escrow Agreement
substantially in the form of the Escrow Agreement as submitted to this meeting, with such changes
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as may be approved by the President and Secretary with such approval to be conclusively evidenced
• by such authorized execution and attestation of the Escrow Agreement.
Section 7. The Authority shall enter into the Continuing Disclosure Undertaking
Agreement substantially in the form of the Continuing Disclosure Undertaking Agreement submitted
to this meeting, in order to evidence the Authority's obligation under the SEC Rule. The Authority
hereby authorizes the President and Secretary-Treasurer to execute and attest, respectively, the
Continuing Disclosure Undertaking Agreement substantially in the form of the Continuing
Disclosure Undertaking Agreement as submitted to this meeting, with such changes as may be
approved by the President and Secretary-Treasurer with such approval to be conclusively evidenced
by such authorized execution and attestation of the Continuing Disclosure Undertaking Agreement.
Section 8. The Secretary is authorized and directed to place a copy of the Trust
Agreement, the Escrow Agreement and the Continuing Disclosure Undertaking Agreement in the
. minute book immediately following the minutes of this meeting and said Trust Agreement, Escrow
Agreement, and Continuing Disclosure Undertaking Agreement is made a part of this Resolution as
if the same were fully set forth herein.
Section 9. The Bonds shall be sold pursuant to the provisions of I.C. 36-7-14.5-19
and I.C. 5-1-5. The Authority hereby determines to sell the Bonds pursuant to a notice of intent to
sell bonds; however, in doing so the Authority has determined not to comply with, and shall not be
deemed to have complied with, the public sale provisions of the Indiana Code. Prior to the sale of
the Bonds, the Secretary-Treasurer of the Authority shall cause to be published a notice of intent to
sell bonds once each week for two weeks in the Tri-County News, the South Bend Tribune and the
Court and Commercial Record. The notice shall be substantially in the form presented to the
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Authority at this meeting, the terms of which are incorporated herein, with such changes as may be
• approved by the Secretary-Treasurer with such approval to be conclusively evidenced by the
execution of such notice by the Secretary-Treasurer.
Section 10. Prior to the delivery of the Bonds the Secretary shall be authorized to
obtain a legal opinion as to the validity of the Bonds from bond counsel for the Authority, and to
furnish such opinion to the purchaser or purchasers of the Bonds. The cost of such opinion shall be
considered as part of the costs incidental to the issuance of the Bonds and shall be paid out of
proceeds of said Bonds.
Section 11. If the President and the Secretary determine that market conditions at the
time of the sale of the Bonds are such that the Authority is able to finance the refunding of the
Refunded Bonds by issuing Bonds in an aggregate principal amount which is less than $7,000,000,
then the Authority shall issue such lesser principal amount of Bonds.
Section 12. The Official Statement is hereby approved in the form presented to the
Authority at this meeting, and the Official Statement in the form presented at this meeting is hereby
deemed final for purposes of the provisions of the Rule, subject to completion as permitted by the
Rule. The Financial Advisor is hereby authorized and directed to cause to be distributed such
Official Statement to all parties who in its judgment may be interested in bidding on such Bonds
substantially in the form presented to this meeting with such changes as may be recommended by
the Financial Advisor, approved by the Authority's legal counsel and which are subsequently
approved by the President, with the signature of the President on the Official Statement to evidence
such approval.
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Section 13. After the sale of the Bonds, the President and the Secretary are authorized
• to complete, and place or cause to be placed into final form, the Trust Agreement, the Escrow
Agreement and the Continuing Disclosure Undertaking Agreement and then to execute the same on
I behalf of the Authority.
Section 14. The President, Vice-President and Secretary-Treasurer of this Authority
and each of them is hereby authorized to take all such actions and to execute all such instruments
as are desirable to carry out the transactions contemplated by this Resolution, in such forms as the
President, Vice President and Secretary-Treasurer executing the same shall deem proper, to be
evidenced by the execution thereof.
Section 15. The provisions of this Resolution and the Trust Agreement shall
constitute a contract between the Issuer and the holders of the Bonds, and, after the issuance of the
Bonds, this Resolution shall not be repealed or amended in any respect which would adversely affect
• the rights of such holders so long as the Bonds or the interest thereon remains unpaid.
Adopted at a meeting of the Authority held on October 19, 1998, in Room 1308,
County-City Building, 227 West Jefferson Boulevard, South Bend, Indiana 46601.
SOUTH BEND REDEVELOPMENT AUTHORITY
By:
arolyn V. P to au r, sident
ATTEST:
o~ Alvarez, Secretary-Treasurer
:'
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w` v i, r ~
•
TRUST AGREEMENT
between
• SOUTH BEND REDEVELOPMENT AUTHORITY
and
NORWEST BANK INDIANA, N.A.
Dated as of November 1,1998
(Lease Rental Revenue Refunding Bonds of 1998)
(Blackthorn Golf Course Project)
i
a
•
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• TABLE OF CONTENTS
Page
ARTICLE I. Definitions ..................................................... 3
ARTICLE II. Maturities, Form, Issuance, Delivery and Registration of Bonds ........... 5
ARTICLE III. Funds ........................................................13
ARTICLE IV. Redemption of Bonds ........................................... 15-
ARTICLE V. Covenants of the Authority ....................................... 18
ARTICLE VI. Insurance .....................................................23
ARTICLE VII. Remedies in Case of Default ...................................... 25
ARTICLE VIII. Defeasance, Payment, Release .................................... 29
• ARTICLE IX. Concerning the Trustee .......................................... 30
ARTICLE X. Supplemental Agreements ........................................ 34
ARTICLE XI. Miscellaneous Provisions ....... ............................... 36
•
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2 r1 ` tY
•
TRUST AGREEMENT
THIS AGREEMENT (the "Agreement"), executed and dated as of the 1St day of
November, 1998, made and entered into between SOUTH BEND REDEVELOPMENT '
AUTHORITY, a public body corporate and politic, organized and existing under Indiana Code 36-
7-14.5, as amended (hereinafter called the "Authority"), and NORWEST BANK INDIANA, N.A.,
a national banking association having its principal office in the City of Fort Wayne, Indiana
(hereinafter called the "Trustee"),
WITNESSETH:
WHEREAS, the Authority was created-under and pursuant to the provisions of
Indiana Code 36-7-14.5 (hereinafter referred to as the "Act"), for the purpose of financing local
public improvements for lease to the South Bend Redevelopment Commission (hereinafter referred
to as the "Commission"); and
WHEREAS, the Authority issued $5,680,000 of lease rental revenue bonds in
1992, the proceeds of which were used to finance the acquisition of certain land and the construction
of certain public improvements located in the Airport Economic Development Area (the "Project")
and to pay the costs of issuance of said bonds; and
• WHEREAS, the Authority entered into a lease of the Project with the Commission
dated as of July 1, 1992, as subsequently amended by the Commission and the Authority on
October 2, 1992 (the "Lease"); and
WHEREAS, the Authority has determined to borrow the sum of Million
Hundred Thousand and 00/100 Dollars ($ )for the purpose of
procuring funds to pay the cost of refunding the outstanding bonds issued in 1994, and to execute
and issue its Lease Rental Revenue Refunding Bonds of 1998 in the form and terms as hereinafter
provided; and
WHEREAS, the Authority intends to further. amend the Lease with the
Commission for said Project; and
WHEREAS, in order to secure the principal of and premium, if any, and interest
on all of said Bonds and the performance of the covenants herein contained, the Authority has in like
manner determined to execute and deliver this Agreement; and
WHEREAS, all acts, proceedings and things necessary and required by law to make
said Bonds, when executed by the Authority and authenticated by the Trustee, the valid, binding and
legal obligations of the Authority and to constitute and make this Agreement a valid agreement to
secure the payment of the principal of and premium, if any, and interest on the Bonds, have been
done, taken and performed, and the issuance, execution and delivery of said Bonds, and the
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• execution, acknowledgment and delivery of this Agreement have, in all respects, been duly
authorized by the Authority in the manner provided and required by law; now therefore,
SOUTH BEND REDEVELOPMENT AUTHORITY, in consideration of the
premises and the acceptance of such Bonds by the holders thereof, and the sum of One Dollar ($1)
in hand paid by the Trustee, receipt of which is hereby acknowledged, and especially in order to
secure the punctual payment of the principal of, premium, if any, and interest on the Bonds to be
issued and at any time outstanding hereunder as the same shall become due, according to the tenor
hereof and thereof, and the faithful performance of all the covenants and agreements contained in
said Bonds and in this Agreement, and in performance of the authority of every kind and nature
which said Authority has or may have, has executed and delivered this Agreement and has pledged
and assigned and by these presents does hereby pledge and assign unto Norwest Bank Indiana, N.A.,
as Trustee and to its successors in said trust and to its assigns, the Lease and the Pledged Funds (as
hereinafter defined) subject to the provisions of this Agreement requiring or permitting the
application thereof for the purposes and on the terms set forth in this Agreement.
The pledge herein made is and shall be subject to the provisions of this Agreement
for the equal and proportionate benefit, security and protection of all holders of the Bonds issued or
to be issued under and secured by this Agreement, without preference, priority or distinction as to
lien or otherwise by reason of the date of maturity thereof, or for any other reason whatsoever,
subject to the provisions of this Agreement.
• PROVIDED, HOWEVER, that if the Authority, its successors or its assigns, shall
well and truly pay, or cause to be paid, the principal of the Bonds and the premium, if any, and the
interest due or to become due thereon, at the times and in the manner as set forth in said Bonds in
accordance with the terms hereof, and shall well and truly keep, perform and observe all covenants
and conditions pursuant to the terms of this Agreement to be kept, performed and observed by the
Authority, and shall pay to the Trustee all sums of money due, or to become due to it, in accordance
with the terms and provisions hereof, then this Agreement and the rights hereby granted shall cease,
determine and be void, but otherwise, this Agreement shall remain in full force and effect.
All Bonds issued and secured hereunder aze to be issued, authenticated and delivered,
and all property hereby pledged is to be dealt with and disposed of under, upon and subject to the
terms, conditions, stipulations, covenants, agreements, trusts, uses and purposes as hereinafter
expressed; and the Authority has agreed and covenanted, and does hereby agree and covenant, with
the Trustee and with the respective owners, from time to time, of the said Bonds or any part thereof,
as follows:
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• ARTICLE I.
Definitions
Section 1.01. The terms defined in this Article I shall, for all purposes of this
Agreement, and any agreement supplemental hereto, have the meanings herein specified, unless the
context otherwise requires:
(a) "Agreement" or "this Agreement" means this instrument, either as
originally executed or as it may from time to time be supplemented, modified or amended
;:;,,: by any supplemental agreement entered into pursuant to the provisions of-this: Agreement.
(b) "Authority" means the South Bend Redevelopment Authority, a body
corporate and politic, or any successor entity.
(c) "Bond' or "Bonds" (unless the context shall otherwise require) means
any Bond or Bonds, or all the Bonds, as the case may be, authenticated and delivered under
this Agreement.
(d) "Bondholder," "holder," "owner" and "registered owner" means the
registered owner of a Bond.
• (e) "Code" means the Internal Revenue Code of 1986, as amended.
(f) "Commission" means the South Bend Redevelopment Commission,
or if said commission shall be abolished, the commission, board, body or agency succeeding
to the principal functions thereof.
(g) "Cost of Issuance" shall mean any and all costs and expenses relating
to the issuance, sale and delivery of the Bonds, including but not limited to, premiums for
municipal bond insurance, all fees and expenses of legal counsel, financial feasibility or other
consultants, trustees, underwriters and accountants, the preparation and printing of the
Agreement, the preliminary and final official statement and such Bonds.
(h) "Expense Fund' means the Expense Fund created and established by
Section 3.03.
(i) "Government Obligations" means bonds, notes, certificates of
indebtedness, treasury bills or other securities constituting direct obligations of, or
obligations the timely payment of the principal of and the interest on which are fully and
unconditionally guaranteed by, the United States of America or any agency or
instrumentality thereof.
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. (j) "Lease" means the lease by the Authority to the Commission, dated
as of July 1, 1992, as the same may be amended or supplemented.
(k) "Operation and Reserve Fund' means the Operation and Reserve
Fund created and established by Section 3.02.
(I) "Pledged Funds" means (i) the rentals to be received under the Lease;
and (ii) all moneys and securities from time to time held by the Trustee under the terms of
this Agreement (except moneys or securities held in accounts to pay for Bonds called for
redemption or with respect to which irrevocable instructions to redeem have been given to
the Trustee), including without limitation the moneys held in trust funds.
(m) "Project" means the real estate described in Exhibit A hereto and
public improvements located thereon leased to the Commission, pursuant to the Lease.
(n) "Qualified Securities" means investments in: (i) Government
Obligations; (ii) certificates of deposit issued by banks and mutual savings banks
incorporated under the laws of the State of Indiana and in national banking associations
having their principal banking offices in the State of Indiana, including the Trustee, provided
such certificates of deposit do not exceed in the aggregate ten percent (10%) of the combined
capital, surplus and undivided profits of any such bank or association and that each such
• bank or association has a combined capital and surplus of at least $25,000,000; and provided
further that such certificates of deposit are insured by the Federal Deposit Insurance
Authority or the Federal Savings and Loan Insurance Authority or, to the extent not so
insured; collateralized by interest-bearing obligations described in clause (i) above in which
the Trustee has a perfected security interest; or (iii) repurchase agreements, entered into with
banks and mutual savings banks incorporated under the laws of the State of Indiana and in
national banking associations having their principal banking offices in the State of Indiana,
including the Trustee, that are fully collateralized by interest-bearing obligations described
in clause (i) above based upon the market value of such obligations on the day such
agreement becomes effective, in which the Trustee has a perfected security interest.
(o) "Redemption Price," with respect to the Bonds outstanding under this
Agreement, means the price at which the Bonds are redeemable as set forth in Article IV of
this Agreement.
(p) "Sinking Fund' means the Sinking Fund created and established by
Section 3.01.
(q) "Trustee" means and includes not only the Trustee but also its
successor or successors in trust.
(r) Unless the context shall clearly otherwise indicate, words importing
the singular number shall include the plural number in each case, and vice versa, and words
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. importing persons shall include firms and corporations, and terms employed in the
disjunctive form shall be deemed to be employed also in the conjunctive form and vice versa.
ARTICLE II.
Maturities, Form, Issuance,
Delivery and Registration of Bonds
Section 2.01. The principal amount of all Bonds may be issued and outstanding
under this Agreement shall be Million Hundred Thousand-.and
00/100 Dollars ($ )face value. The Bonds shall be originally dated as of the first
day of the month in which they are to be originally delivered, shall be issued in the denomination
of Five Thousand Dollars ($5,000) each, or any integral multiple thereof and shall be numbered
consecutively.
The Bonds shall mature serially on Mazch
interest at the rates as follows:
Date
•
•
Amount
in the years and amounts and bear
Interest Rate
The interest on all of the Bonds is payable semiannually on March 1 and September 1
of each year, beginning Mazch 1, 1999.
The interest on the Bonds shall be payable by check or draft mailed one business day
prior to the interest payment date to the person in whose name each Bond is registered on the
fifteenth day of the month preceding such interest payment date. The principal of, and premium on,
the Bonds shall be payable in lawful money of the United States of America, at the principal office
of the Trustee in the City of Fort Wayne, Indiana.
All Bonds shall be canceled upon their payment by the Trustee. The Trustee shall
dispose of such Bonds as permitted by law and furnish to the Authority a certificate of their disposal,
signed by an authorized officer of the Trustee.
Section 2.02. The Bonds shall be executed in the name of the Authority by the
facsimile signature of the President of its Board of Directors and attested by the facsimile signature
of the Secretary-Treasurer of its Board of Directors: In case any official whose facsimile signature
appears on the Bonds, shall cease to be such officer before the Bonds shall be duly issued and
delivered, such Bonds shall, nevertheless, be the Bonds of the Authority and in all respects binding
and obligatory upon it to the same extent as if signed by the officers of the Authority at the date of
the actual issuance and delivery thereof.
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• Section 2.03. Each of the Bonds shall be authenticated by a certificate of the Trustee
endorsed thereon substantially in the form hereinafter set forth. Only such Bonds as shall bear
thereon the certificate of the Trustee shall be secured by this Agreement or entitled to any lien or
benefit hereunder, and the certificate of the Trustee upon any such Bond executed by the Authority '
shall be conclusive evidence that the Bond so authenticated has been duly issued hereunder and is
entitled to the benefits of the trust hereby created.
Section 2.04. The form of said Bonds, the Trustee's certificate to be endorsed
thereon, and the registration endorsement (with appropriate insertions of amounts and distinguishing
numbers and letters), shall be substantially as follows:
(Form of Bond):..::.:.
UNITED STATES OF AMERICA
State of Indiana
County of St. Joseph
•
Registered
No.
SOUTH BEND REDEVELOPMENT AUTHORITY
LEASE RENTAL REVENUE REFUNDING BOND OF 1998
(BLACKTHORN GOLF COURSE PROJECT)
INTEREST
RATE
•
Registered Owner:
Principal Sum:
MATURITY ORIGINAL AUTHENTICATION
DATE DATE DATE
CUSIP
SOUTH BEND REDEVELOPMENT AUTHORITY, a body corporate and politic,
duly organized and existing under the laws of the State of Indiana (hereinafter called the
"Authority"), for value received, hereby promises to pay to the Registered Owner (named above) or
registered assigns, solely out of the Pledged Funds (hereinafter referred to) the Principal Sum set
forth above on the Maturity Date set forth above (unless this Bond is subject to and shall have been
duly called for prior redemption and payment made as provided for herein), and to pay interest
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hereon solely from such Pledged Funds until the Principal Sum shall be fully paid at the rate per
annum stated above from the interest payment date to which interest has been paid next preceding
the Authentication Date of this Bond unless this Bond is authenticated after the fifteenth day of the
month preceding an interest payment date and on or before such interest payment date in which case '
it shall bear interest from such interest payment date, or unless this Bond is authenticated on or
before February 15, 1999, in which case it shall bear interest from the Original Date, which interest
is payable commencing on March 1, 1999, and semiannually on each March 1 and September 1
thereafter until this Bond has been paid in full.
Interest on this Bond is payable by check or draft mailed one business day prior to
the interest payment~date to the person in whose name this Bond is registered on the fifteenth day
of the month preceding such interest payment date. Principal and premium, if any, of this Bond are
payable in lawful money of the United States of America at the principal office of Norwest Bank
Indiana, N.A., in South Bend, Indiana.
This Bond shall not be a valid obligation until duly authenticated by the Trustee, or
its successors in trust by the execution of the certificate endorsed hereon.
REFERENCE IS MADE TO THE FURTHER PROVISIONS OF THIS BOND
SET FORTH ON THE REVERSE HEREOF WHICH SHALL FOR ALL PURPOSES HAVE
THE SAME EFFECT AS IF DULY SET FORTH HEREIN.
•
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• IN WITNESS WHEREOF, the SOUTH BEND REDEVELOPMENT
AUTHORITY has caused this Bond to be executed in its name and on its behalf by the facsimile
signature of the President of its Board of Directors and attested by the facsimile signature of the
Secretary-Treasurer of its Board of Directors.
SOUTH BEND REDEVELOPMENT AUTHORITY
By: (facsimile)
President, Board of Directors.,~._
Attest:
(facsimile)
Secretary-Treasurer, Board of Directors
(Form of Trustee's Certificate)
TRUSTEE'S CERTIFICATE
This Bond is one of the Bonds described in the within-mentioned Trust Agreement.
NORWEST BANK INDIANA, N.A., Trustee,
By:
Authorized Officer
(Reverse of Bond)
.This Bond is one of an authorized issue of Bonds of the South Bend Redevelopment
Authority, all of like date, tenor and effect (except as to numbering, denomination, interest rates and
dates of maturity), in the aggregate principal amount of Million Hundred
Thousand and 00/100 Dollars ($ ~ ), issued under and in accordance with, and
all equally and ratably entitled to the benefits of, and ratably secured by, a Trust Agreement
(hereinafter called the "Agreement"), dated as of November 1, 1998, executed by the Authority and
Norwest Bank Indiana, N.A., as Trustee, to which reference is hereby made for a description of the
rentals and other income (the "Pledged Funds") pledged as security for the payment of the Bonds
and interest thereon and the rights under said Agreement of the Authority, the holders of the Bonds
and the Trustee, to all of which the holders hereof, by the acceptance of this Bond, agree.
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• The Authority covenants that one business day prior to March 1 and September 1 in
each year, beginning with March 1, 1999, it will pay to the Trustee, prior to the due date, an amount
sufficient to pay the principal and all interest as it becomes due until all of the Bonds of this issue
shall have been retired.
The Bonds of this issue maturing on or after March 1, 2007, may be redeemed prior
to maturity at the option of the Authority in whole or in part in whole multiples of $5,000, in such
order of maturities as the Authority shall direct, and by lot within maturities, on March 1, 2006, or
any date thereafter, provided notice has been given by mail to the registered owners of all Bonds to
be redeemed at a redemption price equal to the following percentages of the principal amount
redeemed plus in each case accrued interest to the date fixed for redemption:
Redemption Date Price
March 1, 2006, or thereafter on or before February 28, 2007 102% .
March 1, 2007, or thereafter on or before February 29, 2008 101
March 1, 2008, and thereafter prior to maturity 100%
The Bonds are also subject to mandatory sinking fund redemption as follows:
(i) The Bonds maturing ,are also subject to
• mandatory sinking fund redemption prior to maturity at a redemption price equal to
100% of the principal amount thereof, plus accrued interest to the redemption date,
but without premium on the dates and in the principal amounts indicated below:
Date Amount
(final maturity)
(ii) The Bonds maturing ,are also subject to
mandatory sinking fund redemption prior to maturity at a redemption price equal to
100% of the principal amount thereof, plus accrued interest to the redemption date,
but without premium on the dates and in the principal amounts indicated below:
Date
(final maturity)
Amount
(iii) The Bonds maturing ,are also subject to
• mandatory sinking fund redemption prior to maturity at a redemption price equal to
::ODMA\PCDOCS\SBDOCSI\24203\2 -9-
• 100% of the principal amount thereof, plus accrued interest to the redemption date,
but without premium on the date and in the principal amounts indicated below:
Date Amount
(final maturity)
The Trustee shall credit against the mandatory sinking fund requirement for the
Bonds maturing as term bonds, and corresponding mandatory redemption obligations, in the order
determined by the Authority, any Bonds maturing as term bonds which have previously been
redeemed (otherwise than as a result of a previous mandatory redemption requirement) or delivered
to the Trustee for cancellation or purchased for cancellation by the Authority and not theretofore
applied as a credit against any redemption obligation. Each Bond maturing as a term bond so
delivered or canceled shall be credited by the Trustee at 100% of the principal amount thereof
against the mandatory sinking fund obligation on such mandatory sinking fund date, and any excess
of such amount shall be credited on future redemption obligations, and the principal amount of the
Bonds to be redeemed by operation of the mandatory sinking fund requirement shall be accordingly
reduced; provided, however, the Trustee shall only credit such Bonds maturing as term bonds to the
extent received on or before 45 days preceding the applicable mandatory redemption date.
• If this Bond is so called for redemption, and payment is made to the Trustee in
accordance with the terms of the Agreement, this Bond shall cease to beaz interest or to be entitled
to the lien of the Agreement from and after the date fixed for the redemption in the call.
In case an event of default, as defined in the Agreement, occurs, the principal of this
Bond may become or may be declared due and payable prior to the stated maturity hereof, in the
manner, and with the effect, and subject to the conditions provided in the Agreement.
This Bond is transferable by the registered owner hereof at the principal office of
Norwest Bank Indiana, N.A., upon surrender and cancellation of this Bond and on presentation of
a duly executed written instrument of transfer and thereupon a new Bond or Bonds of the same
aggregate principal amount and maturity and in authorized denominations will be issued to the
transferee or transferees in exchange therefor. This Bond may be exchanged upon surrender hereof
at the principal office of Norwest Bank Indiana, N.A., duly endorsed by the owner for the same
aggregate principal amount of Bonds of the same maturity in authorized denominations as the owner
may request.
The Authority and the Trustee may deem and treat the person in whose name this
Bond is registered as the absolute owner hereof.
•
::ODMA\PCDOCS\SBDOCS 1\24203\2 ' 1 ~'
,. ~ ,R
The following abbreviations, when used in the inscription on the face of the within
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 TRANS MIN ACT -
(Gust)
Custodian
(Minor)
under Uniform Transfers to Minors Act
(State)
Additional abbreviations may also be used though not in list above.
• ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
please insert social security or
other identifying number of assignee
(please print or typewrite name and address of Transferee) the within Bond and all rights thereunder,
and hereby irrevocably constitutes and appoints ,Attorney, to
transfer the within Bond on the books kept for registration thereof, with full power of substitution
in the premises.
Dated:
REGISTERED OWNER NOTICE: The signature to
this assignment must correspond with the name of the
Registered Owner as it appears upon the face of the
within Bond in every particular, without alteration or
enlargement or any change whatever.
i
:ODMA\1'CDOCS\SBDOCS 1\24203\2 -11-
{ ~ if
• Signature Guarantee:
NOTICE: Signature(s) must be guaranteed
by an eligible guarantor institution parti-
cipating in a Securities Transfer Association
recognized signature guarantee program.
(End of Bond Form)
Section 2.05. The Bonds so executed by the Authority and authenticated by the
Trustee shall be delivered by the Trustee to the purchasers thereof in the amount, at the time, and
upon the payment of the purchase price thereof, as requested in writing by the Authority.
Section 2.06. In case any Bond issued under this Agreement shall become mutilated
or be destroyed, stolen or lost, the Authority, in its discretion, may issue, and thereupon said Trustee
shall certify and deliver in exchange for and in place and upon cancellation of the mutilated Bond,
or in lieu of and substitution for the same if destroyed, stolen or lost, a new Bond of like
denomination and tenor, but which, in the discretion of the Authority or the Trustee, may bear the
same or a different serial number, be marked "Duplicate," or be otherwise distinguished. In case of
destruction, theft or loss, the applicant for a substituted Bond shall furnish to the Authority and said
Trustee evidence of the destruction of such Bond so destroyed, which evidence must be satisfactory
• to the Authority and said Trustee, in their discretion, and said applicant shall also furnish indemnity
satisfactory to both of them in their discretion. The Authority shall have the right to require the
payment of the expense of issuing such replacement prior to the delivery of a new Bond.
Section 2.07. The Trustee shall keep, at its principal office, a record for the
registration of Bonds issued hereunder which shall, at all reasonable times, be open for inspection
by the Authority.
Each registered Bond shall be transferable only on such record at the principal office
of the Trustee, at the written request of the registered owner thereof or his attorney duly authorized
in writing, upon surrender thereof, together with a written instrument of transfer satisfactory to the
Trustee duly executed by the registered owner or his duly authorized attorney.
Section 2.08. The Authority and the Trustee may deem and treat the person in whose
name any Bond issued hereunder shall be registered as the absolute owner of such Bond for the
purpose of receiving payment of or on account of the principal of said Bond, and for all other
purposes whatsoever.
•
::ODMA\PCDOCS\SBDOCSI\24203\2 -12-
~•
• Section 2.09. Registered owners of Bonds may, upon surrender thereof at the
principal office of the Trustee with a written instrument of transfer satisfactory to the Trustee,
exchange a Bond or Bonds for a Bond or Bonds of equal aggregate principal amount of the same
maturity and interest rate of any authorized denominations. For every exchange or transfer of Bonds,
the Trustee may make a charge sufficient to reimburse it for any tax, fee or other governmental
charge required to be paid with respect to such exchange or transfer, which shall be paid by the
person requesting such exchange or transfer as a condition precedent to the exercise of the privilege
of making such exchange or transfer. The cost of preparing each new Bond upon each exchange or
transfer, and any other expenses of the Trustee incurred in connection therewith (except any
applicable tax, fee or other governmental charge) shall be paid by the Authority. The Trustee shall
not be obliged to make any transfer or exchange of any Bond called for redemption within thirty
days of the redemption date.
Section 2.10. The accrued interest and premium, if any, received from the sale of the
Bonds shall be deposited by the Trustee in the Sinking Fund established and created by Section 3.01
hereof. Million Hundred Thousand Hundred
and 00/100 Dollars ($ ) of the proceeds received from the sale of such Bonds
by the Trustee shall then be applied on behalf of the Authority to the redemption of the outstanding
bonds pursuant to an "Escrow Agreement" entered into between the Authority and Norwest Bank
Indiana, N.A., as Escrow Trustee, dated as of November 1, 1997. The balance of the proceeds from
the sale of the Bonds ($ )and the amount available totaling Thousand
• Hundred and /100 Dollars ($ )from the funds
established by the Trust Agreement governing the outstanding bonds issued in 1990 shall then be
deposited to the credit of the Expense Fund.
ARTICLE III.
Funds
Section 3.01. There is hereby established and created a fund designated as the "South
Bend Redevelopment Authority 1998 Sinking Fund." The Trustee shall deposit in such Sinking
Fund from each rental payment received by the Trustee pursuant to the Lease, an amount equal to
the following whichever is less:
(a) All of such rental payment; or
(b) An amount which, when added to the amount in the Sinking Fund on
the deposit date equals the sum of the following amounts:
1. Unpaid interest on the Bonds due on, before or within eight
(8) months after the date such rental payment becomes due; and
•
:ODMA\PCDOCS\SBDOCS 1\24203\2 -13-
tl • ~
• 2. Unpaid principal on the Bonds due on, before or within thirty
(30) days from the date such rental payment becomes due.
Any portion of a rental payment remaining after such deposit shall be deposited by the Trustee in
the Operation and Reserve Fund provided for in Section 3.06. The Trustee shall from time to time
withdraw from such Sinking Fund, or if the Sinking Fund is not sufficient, then from the Operation
and Reserve Fund created below, and shall deposit in a special trust fund and make available to
itself, sufficient moneys for paying the principal of the Bonds at maturity and to pay the interest on
the Bonds as the same falls due.
Section 3.02. There is hereby established and created a fund designated as the "South
Bend Redevelopment Authority 1998 Operation and Reserve Fund." The Operation and Reserve
Fund shall be used only to pay necessary incidental expenses of the Authority (e.g. required audits,
appraisals, meetings and reports), the payment of principal, interest and redemption premiums of the
Bonds herein described upon redemption as authorized by Article IV hereof or the purchase price
of Bonds purchased as authorized by Section 3.06, and if the amount in the Sinking Fund at any time
is less than the required amount, the Trustee shall, without any further authorization, transfer funds
from the Operation and Reserve Fund to the Sinking Fund in an amount sufficient to raise the
amount in the Sinking Fund to the required amount. Such action by the Trustee shall not constitute
a waiver of any other right or remedy the Trustee may have under this Agreement. Incidental
expenses shall be paid by the Trustee upon the presentation of an affidavit executed by any two (2)
• officers of the Authority, stating the character of the expenditure, the amount thereof, and to whom
due, together with the statement of the creditor as to the amount owing.
.Section 3.03. There is hereby established and created a fund designated as the "South
Bend Redevelopment Authority 1998 Expense Fund." Moneys are being deposited to the credit of
the Expense Fund to finance the Cost of Issuance for the Bonds pursuant to Section 2.10 hereof.
Moneys on deposit. in the Expense Fund shall be paid out from time to time by the Trustee in order
to pay or as reimbursement to the Authority for payment made for the Cost of Issuance. After
March 1, 1999, the Trustee may transfer any moneys on deposit in the Expense Fund to the Sinking
Fund.
Section 3.04. The Trustee shall, at the written direction of the Authority invest all
or so much of the funds as is practicable in Qualified Securities, to the extent and in the manner
permitted by law. Investment earnings shall be credited to the fund from which the investments were
made. The Trustee is authorized to sell any securities so acquired from time to time in order to make
the payments authorized in this Agreement. Investment of the Sinking Fund shall mature prior to
the time the funds invested will be needed for payment of principal of and interest on the Bonds.
Section 3.05. Whenever the amounts contained in the Sinking Fund and the
Operation and Reserve Fund are sufficient, together with any other funds deposited with the Trustee
by the Authority, to redeem, upon the next redemption date, all Bonds secured hereby then
outstanding, the Trustee shall apply the amounts in such Funds to the redemption of such Bonds
• pursuant to Article IV hereof.
::ODMA\PCDOCS\SBDOCS 1\24203\2 -14-
. ~ • F
• Section 3.06. At the request of the Authority, expressed by a resolution of the Board
of Directors, or a copy thereof certified by the Secretary-Treasurer and delivered to the Trustee, the
Trustee may remove funds from the Operation and Reserve Fund and the Sinking Fund to be used
for the redemption of Bonds, or for the purchase of Bonds if the Authority and Trustee agree that
the purchase of Bonds would be advantageous to the Authority.
Section 3.07. A pledge of all moneys paid or deposited into the Sinking Fund, and
of all rentals paid pursuant to the Lease other than pursuant to Section 3(b) thereof, is hereby made,
and the same are hereby pledged to the Trustee to secure the payment of the principal and
redemption price of and interest on the Bonds, all to the extent herein provided. The rentals so
.,pledged and hereafter received by the Trustee or Authority, shall immediately be subject to the Tien
of such pledge without any physical delivery thereof or further act; and the lien of such pledge shall
be valid and binding as against all parties having claims of any kind in tort, contract or otherwise
against the Authority, irrespective of whether such parties have notice thereof.
ARTICLE IV.
Redemption of Bonds
Section 4.01. (a) Optional Redemption. The Authority shall have the right, at its
• option, to redeem, according to the procedure hereinafter provided, all or any part of the Bonds
secured by this Agreement maturing on or after March 1, 2007, in whole multiples of $5,000 in such
order of maturities as the Authority shall direct and by lot within maturities, on March 1, 2006, from
any moneys made available for that purpose at a redemption price equal to the following percentage
of the principal amount redeemed plus in each case accrued interest to the date fixed for redemption:
Redemption Date
Price
March 1, 2006, or thereafter on or before February 28, 2007 102%
March 1, 2007, or thereafter on or before February 29, 2008 101%
March 1, 2008, and thereafter prior to maturity 100%
(b) Mandatorv Redemption: The Bonds are also subject to mandatory sinking
fund redemption as follows:
(i) The Bonds maturing ,are also subject to
mandatory sinking fund redemption prior to maturity at a redemption price equal to
100% of the principal amount thereof, plus accrued interest to the redemption date,
but without premium on the dates and in the principal amounts indicated below:
::ODMA\PCDOCS\SBDOCS 1\24203\2 -15-
..
•
Date Amount
(final maturity)
(ii) The Bonds maturing August 1, 2003, are also subject to
mandatory sinking fund redemption prior to maturity at a redemption price equal to
100% of the principal amount thereof, plus accrued interest to the redemption date,
but without premium on the dates and in the principal amounts indicated below:
Date Amount
(final maturity)
(iii) The Bonds maturing August 1, 2004, are also subject to
mandatory sinking fund redemption prior to maturity at a redemption price equal to
100% of the principal amount thereof, plus accrued interest to the redemption date, _
but without premium on the date and in the principal amounts indicated below:
Date mount
(final maturity)
The Trustee shall credit against the mandatory sinking fund requirement. for the
Bonds maturing as term bonds, and corresponding mandatory redemption obligations, in the order
determined by the Authority, any Bonds maturing as term bonds which have previously been
redeemed (otherwise than as a result of a previous mandatory redemption requirement) or delivered
to the Trustee for cancellation or purchased for cancellation by the Authority and not theretofore
applied as a credit against any redemption obligation. Each Bond maturing as a term bond so
delivered or canceled shall be credited by the Trustee at 100% of the principal amount thereof
against the mandatory sinking fund obligation on such mandatory sinking fund date, and any excess
of such amount shall be credited on future redemption obligations, and the principal amount of the
Bonds to be redeemed by operation of the mandatory sinking fund requirement shall be accordingly
reduced; provided, however, the Trustee shall only credit such Bonds maturing as term bonds to the
extent received on or before 45 days preceding the applicable mandatory redemption date.
Section 4.02. To evidence its intention to exercise the right of redemption, the
Authority shall, not less than forty-five (45) days prior to the date selected for redemption, file with
• the Trustee written notice of its intention to redeem, designating the date fixed for redemption, and
::ODMA~PCDOCS~SBDOCS 1~24203~2 -15-
• if less than all of the outstanding Bonds are to be redeemed stating the aggregate principal amount
of Bonds which the Authority desires to redeem. If less than all of the outstanding Bonds are to be
redeemed, then the Bonds shall be redeemed in inverse order of maturity and by lot within
maturities, and the Authority shall notify the Trustee in writing of the Bonds to be redeemed. No
failure or defect in such notice by the Authority to the Trustee shall affect the validity of the
redemption of any Bonds.
Section 4.03. Official notice of such redemption shall be mailed by the Trustee to
the registered owners of all Bonds to be redeemed, not less than thirty (30) days prior to the date
fixed for redemption. Said official notice shall be dated and shall, with substantial accuracy:
• -{a) Designate the date and places of redemption, said places to be the
offices of the Trustee;
(b) if the Bonds to be redeemed are less than the whole amount
outstanding, designate the Bonds (or portions thereof) to be redeemed; and
(c) state that on the designated date fixed for said redemption said Bonds
shall be redeemed by the payment of the applicable redemption price hereinbefore set forth,
and that from and after the date so fixed for such redemption interest on the Bonds so called
for redemption shall cease.
In all cases, the cost and expenses of the preparation and mailing of said official
notices of redemption shall be paid by the Authority.
In addition to the foregoing notice, further notice may be given by the Trustee 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
Trustee 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.
Section 4.04. Such notice having been mailed as above provided, the Bonds
designated for redemption shall, on the date specified in such notice, become due and payable at the
then applicable redemption price, and on presentation and surrender of such Bonds in accordance
with such notice, at the place at which the same are expressed in such notice to be redeemable, such
Bonds shall be redeemed by the Trustee on behalf of the Authority by the payment of such
redemption price to the registered owners out of funds held by the Trustee for that purpose. From -
and after the date of redemption so designated, unless default shall be made in the redemption of the
Bonds upon presentation, interest on Bonds designated for redemption shall cease. If not so paid
on presentation thereof, the Bonds shall continue to bear interest at the rate therein specified.
::ODMA\PCDOCS\SBDOCSI\24203\2 ' 1 T
• Section 4.05. All Bonds so redeemed (or purchased as authorized by Section 3.06)
shall be canceled and disposed of as provided in Section 2.01. Bonds so redeemed or purchased
shall not be reissued, nor shall any Bonds be issued in lieu thereof.
Section 4.06. If the amount necessary to redeem any Bonds called for redemption,
as aforesaid, shall have been deposited with the Trustee for the account of the owner or owners of
such Bonds on or before the date specified for such redemption, and if the notice hereinbefore
mentioned shall have been duly mailed or provision satisfactory to the Trustee shall have been made
for the mailing of such notice, and if all proper charges and expenses of the Trustee in connection
with such redemption shall have been paid or provided for, the Authority shall be released from all
liability on such Bonds and such Bonds shall no longer be deemed to be outstanding hereunder, and
interest thereon shall cease at the date specified for such redemption; and thereafter such Bonds shall
not be secured by the lien of this Agreement. The Trustee shall be privileged to give notice of any
call for redemption, but shall not be required to do so unless the amount necessary to redeem the
Bonds called and to pay all proper charges of the Trustee shall have been deposited with, paid to,
or otherwise made available to the Trustee, as aforesaid. In case any question shall arise as to
whether any such notice shall have been sufficiently given or any such redemption shall be effective,
such question shall be decided by the Trustee, and the decision of the Trustee shall be final and
binding upon all parties in interest.
• ARTICLE V.
Covenants of the Authority
Section 5.01. The Authority covenants and agrees that it will faithfully do and
perform, and at all times faithfully observe, any and all covenants, undertakings, stipulations and
provisions contained in each and every Bond issued hereunder, and will duly and punctually pay or
cause to be paid the principal of said Bonds and the premium, if any, and interest thereon, at the
times and places, and in the manner mentioned in said Bonds, according to the true intent and
meaning thereof. Except as in this Agreement otherwise provided, the principal, interest and
premiums are payable solely from Pledged Funds including the rental derived from the Project,
which Pledged Funds are hereby pledged to the payment thereof in the manner and to the extent
provided in this Agreement and in said Bonds.
Section 5.02. The Authority covenants that it will promptly make, execute and
deliver all agreements supplemental hereto, or otherwise, and take all such action as may reasonably
be deemed, by the Trustee or by its counsel, necessary or advisable for the better securing of any
Bonds issued hereunder, or as may be required to carry out the purposes of this Agreement.
Section 5.03. The Authority covenants that, the Authority is now well seized of the
Project, subject only to Permitted Encumbrances, as such term is defined in the Lease, and such other
encumbrances as shall be permitted by the Trustee, and has good right, full power and lawful
authority to make this Agreement and to pledge the lease rentals of the Project as herein provided,.
::ODMA\PCDOCS\SBDOCS 1\24203\2 ' 18'
` ., 'a
• and that it has and will preserve good and indefeasible title to all such property, subject to Permitted
Encumbrances, as such term is defined in the Lease, and such other encumbrances as shall be
permitted by the Trustee, and will warrant and defend the same to the Trustee against the claims of
all persons whatsoever.
Section 5.04. The Authority covenants that it will promptly, and before they shall
become delinquent, pay or cause to be paid all lawful taxes, charges and assessments at any time
levied or assessed upon or against the Project, or any part thereof, or upon the use of the same, or
upon the income or profits thereof, and all license fees, franchise taxes and other like statutory
charges; provided, however, that no such tax, charge or assessment shall be required to be paid so
long as the validity of the same shall be ngood faith contested by the Authority; further, that it will
not suffer any lien or charge to be enforeedµor to exist against the Project or any part thereof, or upon
the Lease or the Pledged Funds, except the lien and charge of the Bonds secured hereby upon such
Lease and Pledged Funds, and except for Permitted Encumbrances, as such term is defined in the
Lease and such other encumbrances as shall be permitted by the Trustee; that it will not commit or
suffer any waste of said property; and that it will at all times operate the property and keep and
maintain said property and all buildings, structures, apparatus and appurtenances thereon or thereof
in good repair, working order and condition, and will from time to time make all needful and proper
repairs, renewals and replacements.
Section 5.05. The Authority covenants that until all indebtedness secured by this
• Agreement is fully paid, it will faithfully observe and comply with the terms of all applicable laws
and ordinances of the State of Indiana and any political or municipal subdivision thereof.
Section 5.06. If the Authority should at any time fail to pay in apt season any tax,
assessment or other charge upon the Project, or any part thereof, or fail to pay promptly when
payable any license fee, franchise or corporation tax, or like statutory. charge, the Trustee may,.
without obligation to inquire into the validity thereof, pay such tax, assessment, fee or other charge,
but without prejudice to the rights of the Trustee arising hereunder in consequence of such default,
and the amount of every payment so made at any time by the Trustee, with interest thereon at the
highest rate of interest on any of the Bonds when sold, whether or not then outstanding, from the
date of payment, shall constitute an additional indebtedness of the Authority secured by the lien of
this Agreement, prior and paramount to the lien hereunder of any of said Bonds and the premium
and interest thereon.
Section 5.07. The Authority covenants that proper books of record and account will
be kept in which full, true and correct entries will be made of all dealings or transactions of or in
relation to the properties, business and affairs of the Authority, and that it will:
::ODMA\PCDOCS\SBDOCS (\24203\2 -19-
• (a) At such times as the Trustee shall reasonably request, furnish
statements in reasonable detail showing the earnings, expenses and financial condition of the
Authority.
(b) From time to time furnish to the Trustee such information as to the
property of the Authority as the Trustee shall reasonably request.
(c) On or before the expiration of ninety (90) days after the end of each
calendar year, file with the Trustee a certificate signed by its President or Vice President, and
its Secretary-Treasurer, stating that all taxes then due on the Project have been duly paid
(unless the Authority shall, in good faith, contest any of said taxes, in which event the facts..
~~ - ~ concerning such contest shall be set forth); also stating that all insurance premiums required
by the terms of this Agreement to be paid by the Authority upon the Project have been duly
paid.
The Authority further covenants that all books, documents and vouchers relating to
the properties, business and affairs of the Authority shall at all times be open to the inspection of
such accountants or other agents as the Trustee may from time to time designate.
Section 5.08. The Authority covenants that it will not guarantee, endorse or
otherwise become surety for or upon the indebtedness of others except by endorsement of negotiable
• instruments for deposit or collection .in the ordinary course of business, and that it will not sell its
accounts receivable.
Section 5.09. The Authority covenants that it will not acquire any property, real or
personal, subject to an existing mortgage or other encumbrance, except as permitted by Section 5.10.
Section 5.10. The Authority covenants that it will not incur any indebtedness other
than the Bonds secured by this Agreement unless such additional indebtedness is payable solely from
income of the Authority other than the rental payments provided for in the Lease as long as any of
the Bonds are outstanding. This section shall not be construed to prohibit the issuance of refunding
bonds and the pledging of lease rentals to be received after the redemption of the Bonds.
Section 5.11. The Authority covenants that it has entered into a valid and binding
Lease of the Project to the Commission, and that a full, true and correct copy of said Lease is on file
with the Trustee. The Authority covenants further that it will bring suit to mandate the governing
board or officials of the Lessee to levy a tax to pay the rental provided in said Lease, or take such
other action to enforce the Lease as is reasonably requested by the Trustee, if such rental is more
than sixty (60) days in default.
The Authority covenants that it will not agree to any modification of the terms of said
Lease which would substantially impair or reduce the security of the holders of the Bonds described
herein or agree to a termination thereof, or agree to a reduction of the lease rental provided for
therein which would inhibit payment of debt service on the Bonds until all indebtedness secured by
::ODMA\PCDOCS\SBDOCS 1\24203\2 -20-
. 4 ~ i
• this Agreement is fully paid, except upon compliance with the provisions of Section 10.02. The
Authority further covenants that any modification permitted by this paragraph will be made only
after a copy thereof has been filed with the Trustee.
Section 5.12. In order to preserve the exclusion of interest on the Bonds from gross
income for federal income tax purposes and as an inducement to purchasers of the bonds, the
Authority represents, covenants and agrees that, to the extent necessary:
(a) No person or entity or any combination thereof, other than the
Authority or a governmental unit (other than the federal government) 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 Authority or a
governmental unit (other than the federal government) 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 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, or deemed transferred to a
nongovernmental person in any manner that would in substance constitute a loan of the Bond
• proceeds.
(c) The Authority 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 Section 103(a) of the Code, as in
effect on the date of delivery of the Bonds, nor will the Authority act in any manner which
would adversely affect such exclusion. The Authority 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 bean "arbitrage bond" within the meaning of
Section 148 of the Code and the Arbitrage Regulations as in effect on the date of delivery
of the Bonds. The Authority shall comply with the arbitrage rebate requirements under
Section 148 of the Code to the extent applicable.
(d) All officers, employees and agents of the Authority are authorized and
directed to provide certifications of facts and estimates that are material to the reasonable
expectations of the Authority as of the date of the bonds are issued and to enter into
covenants on behalf of the Authority evidencing the Authority's commitments made herein.
In particular, all or any officers, members, employees and agents of the Authority are
authorized to certify and/or enter into covenants for the authority regarding the facts and
circumstances and reasonable expectations of the Authority on the date the Bonds are issued
and the commitments made by the Authority herein regarding the amount and use of the
proceeds of the Bonds.
:ODMAU'CDOCS~.SBDOCS 1~24203~2 -21-
4 • Y
• (e) The Authority will not take any action nor fail to take any action with
respect to the bonds that would result in the loss of the exclusion from gross income for
federal income tax purposes of interest on the Bonds pursuant to Section 103 of the Code,
nor will the Authority act in any other manner which would adversely affect such exclusion.
(fl The Authority covenants that, so long as any of the Bonds remain
outstanding, no investment of Bond proceeds will be made, directly or indirectly, which
would cause the Bonds to be classified as "arbitrage bonds" within the meaning of Section
148 of the Code or the Arbitrage Regulations.
The .:Authority has furnished to the Trustee concurrently with the execution and
delivery of this Agreement, signed copies of the arbitrage certificate of the kind contemplated by the
Arbitrage Regulations. The Trustee shall have the right in connection with any investment of money
in the Sinking Fund or the Operation and Reserve Fund to be made by it to require that the Authority
furnish the Trustee an opinion of counsel, experienced in matters relating to the tax exemption of
interest payable on obligations of states and their instrumentalities and political subdivisions, to the
effect that the proposed investment will not cause the Bonds to be classified as "arbitrage bonds"
within the meaning of Section 148 of the code or the Arbitrage Regulations.
The Authority covenants that it will not take any action, or fail to take any action, if
any such action or failure to take action would adversely affect the exclusion from gross income of
• the interest on the Bonds under Section 103 of the Code. The Authority will not directly or
indirectly use or permit the use of any proceeds of the Bonds or any other funds of the Authority,
or take or omit to take any action that would cause the Bonds to be "arbitrage bonds" within the
meaning of Section 148(a) of the Code. To that end, the Authority will comply with all requirements
of Section 148 of the Code to the extent applicable to the Bonds. In the event that at any time the
Authority is of the opinion that for purposes of this Section it is necessary to restrict or limit the yield
on the investment of any moneys held by the Trustee under this Agreement, the Authority shall so
instruct the Trustee in writing, and the Trustee shall take such action as may be necessary in
accordance with such instructions.
Without limiting the generality of the foregoing, the Authority agrees that there shall
be paid from time to time all amounts required to be rebated to the United States pursuant to Section
148(f) of the Code and any temporary, proposed or final Treasury Regulations as may be applicable
to the Bonds from time to time. This covenant shall survive payment in full or defeasance of the
Bonds.
Notwithstanding any provision of this Section, if the Authority shall provide to the
Trustee an opinion of nationally recognized Bond counsel to the effect that any action required under
this Section is no longer required, or to the effect that some further action is required, to maintain
the exclusion from gross income of the interest on the Bonds pursuant to Section 103 of the Code,
the Authority may rely conclusively on such opinion in complying with the provisions hereof.
•
::ODMA\PCDOCS\SBDOCS 1\24203\2 -22-
. ~
• Section 5.13. The Authority covenants that whenever there aze sufficient funds held
by the Trustee in the Sinking Fund and/or Operation and Reserve Fund to pay the principal,
redemption premiums and interest to the next interest payment date on all outstanding Bonds, it will
call all outstanding Bonds for redemption and hereby consents and directs the Trustee to call all
outstanding Bonds for redemption.
Section 5.14. No person or entity or any combination thereof, other than the
Authority or a governmental unit (other than the federal government) 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 Authority or a governmental unit (other than the
federal government) will own property fmanced 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 atake-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 use by the public at large of such
property.
ARTICLE VI.
Insurance
• Section 6.01. The Authority covenants that it will carry or cause to be carried:
(a) Insurance on the Project against physical loss or damage thereto,
however caused, with such exceptions as aze ordinarily required by insurers of buildings or
facilities of a similaz type, which insurance shall be in an amount equal to one hundred
percent (100%) of the full replacement cost of the Project as certified by a registered
architect, a registered engineer, or a professional appraisal engineer selected by the Authority
with the approval of the Trustee, on the effective date of such insurance and on or before
April 1 of each year thereafter (such appraisal may be based on a recognized index of
conversion factors); and
(b) Rent or rental value insurance in an amount equal to the full rental
value of the Project for a period of two (2) years against physical loss or damage of the type
insured against under Section 6.01(a) above.
Section 6.02. Such insurance policies shall be maintained in good and responsible
insurance companies satisfactory to the Trustee, and shall be countersigned by an agent of the insurer
who is a resident of the State of Indiana. A copy of such policies, together with a certificate of the
Insurance Commissioner certifying that the persons countersigning such policies are duly qualified
in the State of Indiana as resident agents of the insurers on whose behalf they have signed, and the
azchitect's or engineer's certificates referred to in Section 6.01(a) shall be deposited with the Trustee.
Such schedule shall contain the names of the insurers, the amounts of each policy, the chazaeter of
::ODMA\PCDOCS\SBDOCSI\24203\2 -23-
. ,
• the risk insured against, the expiration date of each policy, the premium paid thereon, and any other
pertinent data.
Section 6.03. In case the Authority shall at any time refuse, neglect or fail to obtain
and furnish such certificate or to effect insurance as aforesaid, the Trustee may, in .its discretion,
procure such certificate and/or such insurance, and all moneys paid by the Trustee for such certificate
and/or insurance, together with interest thereon at the highest rate of interest on any of the Bonds
when sold, whether or not then outstanding, shall be repaid by the Authority upon demand, and shall
constitute an additional indebtedness of the Authority secured by the lien of this Agreement, prior
and pazamount to the lien hereunder of said Bonds and interest thereon. The Trustee, however, shall
not be obligated to effect such insurance unless fully indemnified against the expense thereof and
furnished with means therefor.
Section 6.04. The insurance policy required by Section 6.01(a) shall be for the
benefit, as their interests shall appear, of the Trustee, the Authority, and other persons having an
insurable interest in the insured properly. Such policy shall clearly indicate that any proceeds under
the policy shall be payable to the Trustee, and the Trustee is hereby authorized to demand, collect
and receipt for and recover any and all insurance moneys which may become due and payable under
said policy of insurance and to prosecute all necessary actions in the courts to recover any such
insurance moneys. The Trustee may, however, accept any settlement or adjustment which the
officers of the Authority may deem it advisable to make with the insurance companies. Any
• proceeds of rent or rental value insurance received by the Trustee representing the annual rentals
payable under the Lease shall be deposited by it forthwith to the credit of the Sinking Fund.
Section 6.05. The proceeds of such insurance received by the Trustee shall be
applied to the repair, replacement or reconstruction of the damaged or destroyed property, if in the
opinion of an independent registered architect, registered engineer, construction manager or
contractor, which azchitect, engineer, construction manager or contractor shall be acceptable to the
Trustee (i) the cost of such repair, replacement or reconstruction shall not exceed the amount of
insurance proceeds to be received by reason of such damage or destruction and other amounts
available therefor, and (ii) such repair, replacement or reconstruction can be completed within the
period covered by the rental value insurance. If either or both conditions shall not exist, the proceeds
of such insurance received by the Trustee shall be used to redeem Bonds.
Section 6.06. In the event the Authority shall not commence to repair or replace the
Project so damaged or destroyed within ninety (90) days after any such loss or damage, or the
Authority, having commenced such work of repair or replacement, shall abandon or fail diligently
to prosecute the same, the Trustee may, in its discretion, make or complete such repairs or
replacements, and if it shall elect so to do, may enter upon said premises to any extent necessary for
the accomplishment of such purposes, but nothing herein contained shall obligate the Trustee to
make or complete any such repairs or replacements unless it shall have been requested to do so by
the holders of not less than twenty-five percent (25%) in aggregate principal amount of all Bonds
outstanding hereunder, and shall have been indemnified to its satisfaction against all loss, damage
. and expense which it might thereby incur.
:ODMA\PCDOCS\SBDOCS 1\24203\2 -2Ll"
. ~ ~
•
Section 6.07. In case the Authority shall neglect, fail or refuse to proceed forthwith
in good faith with the repair or replacement of the Project which shall have been so destroyed or
damaged, and such negligence, failure or refusal shall continue for one hundred twenty (120) days,
the Trustee, upon receipt of the insurance moneys, shall (unless the Trustee proceeds to make the
repairs or replacements of the destroyed or damaged property as above provided) transfer such
proceeds to the Sinking Fund.
Section 6.08. If, at any time, the Project is totally or substantially destroyed and the
amount of insurance money received on account thereof by the Trustee is sufficient to redeem all
of the then outstanding Bonds hereunder and such Bonds are then subject to redemption,;:=the
-Authority, with the written approval of the Commission, may direct the Trustee to use said moneys
for the purpose of calling for redemption all of the Bonds issued and then outstanding under this
Agreement at the then current redemption price.
Section 6.09. In the event of any reconstruction of the Project after substantially total
destruction thereof, a new building or buildings may be constructed on the site by the Authority in
accordance with plans and specifications which must be satisfactory to the Trustee and the Lessee
of such Project, and such new building or buildings may be wholly different in design or
construction or designed for a different purpose.
• Section 6.10. The Trustee may accept the statements, affidavits and certificates
herein above in this Article VI provided to be filed-with the Trustee, as conclusive evidence of the
facts therein stated, but the Trustee (although under no obligation so to do) may, at the expense of
the Authority, require further or other evidence of such matters and may rely on the report or opinion
of such architect, engineer, other person, or counsel, as it may select for the. purpose of making an
investigation thereof.
ARTICLE VII.
(a)
hereby secured and outstanding;
U
Remedies in Case of Default
Section 7.01. If any of the following events occurs, it is hereby defined as and is
declared to be and to constitute an "event of default":
default in the due and punctual payment of the interest on any Bonds
(b) default in the due and punctual payment of the principal and premium,
if any, of any Bond hereby secured, whether at the stated maturity thereof, or upon
proceedings for the redemption thereof, or upon the maturity thereof by declaration as
hereinafter provided;
:ODMA\PCDOCS\SBDOCS 1 \24203\2
-25-
' a
• (c) default in the performance or observance of any other of the covenants
or agreements of the Authority in this Agreement or in any supplemental agreement, or in
the Bonds, contained, and the continuance thereof for a period of sixty (60) days after written
notice thereof to the Authority by the Trustee;
(d) if the Authority: (1) admits in writing its inability to pay its debts
generally as they become due; (2) files a petition in bankruptcy; (3) makes an assignment for
the benefit of its creditors; or (4) consents to or fails to contest the appointment of a receiver
or trustee for itself or of the whole or any substantial part of the Project or any income
therefrom;
(e) if the Authority: (1)-be-adjudged insolvent by a court of competent
jurisdiction; (2) on a petition in bankruptcy filed against the Authority be adjudged a
bankrupt; or (3) if an order, judgment or decree be entered by any court of competent
jurisdiction appointing, without the consent of the Authority, a receiver or trustee of the
Authority or of the whole or any substantial part of the Project or any income therefrom, and
any of the aforesaid adjudications, orders, judgments or decrees shall not be vacated or set
aside or stayed within sixty (60) days from the date of entry thereof;
(f) if any judgment shall be recovered against the Authority or any
attachment or other court process issue that shall become or create a lien upon the Lease or
• the Pledged Funds, and such judgment, attachment, or court process shall not be discharged
or effectually secured within sixty (60) days;
(g) if the Authority shall file a petition under the provisions of the U.S.
Bankruptcy Code, as amended ("Bankruptcy Code"), or file answer seeking the relief
provided in said Bankruptcy Code;
(h) if a court of competent jurisdiction shall enter an order, judgment or
decree approving a petition filed against the Authority under the provisions of said
Bankruptcy Code, and such judgment, order or decree shall not be vacated or set aside or
stayed within one hundred twenty (120) days from the date of the entry thereof;
(i) if, under the provisions of any other law now or hereafter existing for
the relief or aid of debtors, any court of competent jurisdiction shall assume custody or
control of the Authority or of the whole or any substantial part of the Project or the income
therefrom, and such custody or control shall not be terminated within one hundred twenty
(120) days from the date of assumption of such custody or control;
(j) failure of the Authority to bring suit to mandate the governing board
or officials of the Lessee to levy a tax to pay the rental provided in the Lease or take such
other action to enforce the Lease as is reasonably requested by the Trustee, if such rental is
more than sixty (60) days in default;
•
::ODMA\PCDOCS\SBDOCSI\24203\2 -26-
F
• (k) if the lease rental provided for in said Lease is not paid within sixty
(60) days after each date it is due; or
(1) any event of default as defined in Section 16 of the Lease shall occur -
and be continuing.
Section 7.02. In the case of the happening and continuance of any of the events of
default specified in Section 7.01, then in any such case the Trustee, by notice in writing mailed to
the Authority, may, and upon written request of the holders oftwenty-five percent (25%) in principal
amount of the Bonds then outstanding hereunder shall, declare the principal of all Bonds hereby
secured and then outstanding, and the interest accrued thereon, immediately due and payable, and
upon such declaration such principal and interest shall thereupon become and be immediately due
and payable; subject, however, to the right of the holders of a majority in principal amount of all
such outstanding Bonds, by written notice to the Authority and to the Trustee, to annul each
declaration and destroy its effect at any time if all agreements with respect to which default shall
have been made shall be fully performed and all such defaults be cured, and all arrears of interest
upon all Bonds outstanding hereunder and the reasonable expenses and charges of the Trustee, its
agents and attorneys, and all other indebtedness secured hereby, except the principal of any Bonds
not then due by their terms and interest accrued thereon since the then last interest payment date,
shall be paid or the amount thereof shall be paid to the Trustee for the benefit of those entitled
thereto.
• Section 7.03. All moneys received by the Trustee pursuant to any right given or
action taken under the provisions of this Article VII shall, after payment of the cost and expenses
of the proceedings resulting in the collection of such moneys and of the expenses, liabilities and
advances incurred or made by the Trustee, be deposited in a fund to be created designated as the
"South Bend Redevelopment Authority Lease Rental Revenue Bond Series 1998 Default Fund" and
all moneys in such fund shall be applied as follows:
(a) Unless the principal of all the Bonds shall have become or have been
declared due and payable, all such moneys shall be applied:
1. First, to the payment of the persons entitled thereto of all
installments of interest then due on the Bonds, in the order of the maturity of the
installments of such interest and, if the amount available shall not be sufficient to pay
in full any particular installment, then to the payment ratably, according to the
amounts due on such installment, of the persons entitle thereto, without any
discrimination or privilege; and
2. Second, to the payment of the persons entitled thereto of the
unpaid principal of any of the Bonds which shall have become due (other than Bonds
previously called for redemption for the payment of which moneys are held pursuant
to the provisions of this Agreement), in the order of their due dates, and if the amount
available shall not be sufficient to pay in full all Bonds due on any particular date,
::ODMAU'CDOCSGSBDOCS 1~24203~2 -27'
• then to the payment ratably, according to the amount of principal due on such date,
to the persons entitled thereto without any discrimination or privilege.
(b) If the principal of the Bonds shall have become due or shall have been
declared due and payable, all such moneys shall be applied to the payment of the principal
and interest then due and unpaid upon the Bonds, without preference or priority of principal
over interest or of interest over principal, or of any installment of interest or of preference
or priority of principal over interest or of interest over principal, or of any installment of
interest over any other installment of interest, or of any Bond over any other Bond, ratably,
according to the amount due respectively for principal and interest, to the persons entitled
thereto without any discrimination or privilege. ,.~,_ __.
Section 7.04. If default occurs with respect to the payment of principal or interest
due hereunder, interest shall be payable on overdue principal and overdue interest both at the highest
rate of interest on any of the Bonds when sold, whether or not then outstanding.
Section 7.05. In case of the happening and continuance of any of the events of
default specified in Section 7.01, the Trustee may, and shall upon the written request of the holders
of at least twenty-five percent (25%) in principal amount of the Bonds then outstanding hereunder
and upon being indemnified to its reasonable satisfaction, proceed to protect and enforce its rights
and the rights of the holders of the Bonds by suit or suits in equity or at law, or in any court of
competent jurisdiction, whether for specific performance of any covenant or agreement contained
herein or in aid of any power herein granted, or for the enforcement of any other appropriate legal
or equitable remedy.
No remedy by the terms of this Agreement conferred upon or reserved to the Trustee
or to the Bondholders is intended to be exclusive of any other remedy, but each and every such
remedy shall be cumulative and shall be in addition to any other remedy given hereunder or now or
hereafter existing at law or in equity or by statute.
No delay or omission to exercise any right or power accruing upon any default shall
impair any such right or power, or shall be construed to be a waiver of any such default or
acquiescence therein; and every such right or power may be exercised from time to time and as often
as may be deemed expedient.
Section 7.06. In case of an event of default hereunder and upon the filing of judicial
proceedings to enforce the rights of the Trustee and of the Bondholders hereunder, the Trustee shall
be entitled, as a matter of right, to the appointment of a receiver of the rents, revenues, issues,
earnings, income and proceeds of the Project pending such proceedings, with such powers as the
court making such appointment shall confer.
Section 7.07. All rights of action under this Agreement or under any of the Bonds,
including the right to file and prove a claim in any receivership, insolvency, bankruptcy, or other
similar proceedings for the entire amount due and payable by the Authority under this Agreement,
::ODMA~PCDOCSGSBDOCS 1~24203~2 -2 g-
~ ~- , ~~
S may be enforced by the Trustee without the possession of any of the Bonds or the production thereof
in any trial or other proceeding relating thereto, and any suit or proceeding instituted by the Trustee
shall be brought in its name as Trustee, and any recovery shall be for the equal benefit of the holders
of the outstanding Bonds.
Section 7.08. It is hereby declared and agreed, as a condition upon which each
successive holder of all or any such Bonds receives and holds the same, that no holder or holders of
any such Bond shall have the right to institute any proceeding at law or in equity, or for the
appointment of a receiver, or (except for filing of claims with the Treasurer of the State of Indiana)
for any other remedy under this Agreement, without first giving notice in writing to the Trustee of
the occurrence and continuance of;an.;event of default as aforesaid, and unless the holders of at least
twenty-five percent (25%) in principal amount of the then outstanding Bonds shall have made
written request to the Trustee and shall have offered it reasonable opportunity either to proceed to
exercise the powers hereinbefore granted or to institute such action, suit or proceeding in its own
name, and without also having offered to the Trustee adequate security and indemnity against the
costs, expenses and liabilities to be by the Trustee incurred therein or thereby; and such notice,
request, and offer of indemnity may be required by the Trustee as conditions precedent to the
execution of the powers and trusts of this Agreement or to the institution of any suit, action or
proceeding at law or in equity or for the appointment of a receiver, or for any other remedy
hereunder, or otherwise, in case of any such default as aforesaid; it being understood and intended
that no one or more holders of the Bonds shall have any right in any manner whatsoever, to affect,
• disturb or prejudice the lien of this Agreement by his or their action, or to enforce any right
hereunder except in the manner herein provided, and that all proceedings at law or in equity shall
be instituted, had and maintained in the manner herein provided, and for the equal benefit of all
holders of outstanding Bonds. Notwithstanding any other provisions of this Agreement, the right
of any holder of any Bond to receive payment of the principal of and premium, if any, and interest
on such Bond on or after the respective due dates therein expressed, or to institute suit for the
recovery of any such payment on or after such respective dates, shall not be impaired or affected
without the consent of such holder.
ARTICLE VIII.
Defeasance, Payment, Release
Section 8.01. If, when the Bonds secured hereby 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 for redemption shall have been given by the Authority to the Trustee,
the whole amount of the principal and the interest and the premium, if any, so due and payable upon
all of the Bonds then outstanding shall be paid or (i) sufficient moneys, 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
moneys, 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
::ODMA\PCDOCS\SBDOCSI\24203\2 -29-
`r
which when due will provide sufficient moneys, or (iv) any combination of (i), (ii) or (iii) above
Upon any such termination of the Trustee's title, on demand of the Authority, the
Trustee shall release this Agreement and shall execute such documents to evidence such release as
may be reasonably required by the Authority, and shall turn over to the Authority or to such officer,
board or body as may then be entitled by law to receive the same any surplus in the Sinking Fund
..created by Section 3.01 hereof and in the Operation Fund created by Section 3.02 hereof.-and all
balances remaining in any other fund or accounts other than moneys and obligations held for the
redemption or payment of Bonds; provided, however, that in the event direct obligations of, or
obligations the principal of and interest on which are unconditionally guaranteed by, the United
States of America or time certificates of deposits shall be deposited with and held by the Trustee as
herein above provided, in addition to the requirements set forth in Article IV of this Agreement, the
Trustee shall within thirty (30) days after such obligations or time certificates of deposits shall have
been deposited with it, cause a notice signed by the Trustee to be published once in The Daily Bond
Buyer, the City of New York, New York or, if The Daily Bond Buyer is not published, then in a
newspaper or financial journal published and of general circulation in the City of New York,
New York, or the City of Chicago, Illinois, setting forth (a) the date designated for the redemption
which will provide sufficient moneys, shall be held by the Trustee for such purpose under the
provisions of this Agreement, and provision shall also be made for paying all Trustee's fees and
expenses and other sums payable hereunder by the Authority, then and in that case the right, title and -
interest of the Trustee shall thereupon cease, determine and become void.
• of the Bonds, (b) a description of the obligations so held by it, and (c) that this Agreement has been
released in accordance with the provisions of this Section.
All moneys, and obligations and time certificates of deposit held by the Trustee
pursuant to this Section shall be held intrust and said moneys and the principal and interest of said
obligations and time certificates of deposit when received, applied to the payment, when due, of the
principal and the interest and the premium, if any, of the Bonds so called for redemption.
Section 8.02. Any Bond not presented at the proper time and place for payment shall,
within the meaning of this Agreement, be deemed to be fully paid when due if the money necessary
to discharge the principal amount thereof and all interest then accrued and unpaid thereon (and the
premium required in case of redemption before maturity) is held by the Trustee when or before the
same become due. The holder of any such Bond shall not be entitled to any interest thereon after
the maturity thereof nor to any interest upon money so held by the Trustee.
ARTICLE IX.
Concerning the Trustee
Section 9.01. The Trustee hereby accepts the trusts of this Agreement upon the
following terms and conditions, to which the parties and the registered holders of said Bonds agree:
:ODMA\PCDOCS\SBDOCS 1\24203\2 '3 0'
e ~ t
(a) The Trustee shall annually prepare a financial report covering
disbursements and receipts of all funds of the Authority held by the Trustee hereunder and
shall furnish a copy to the Authority.
(b) The Trustee shall be under no obligation to see to any filing or
recording of this Agreement or any agreement supplemental hereto, and may authenticate
and deliver the Bonds in accordance with the provisions hereof prior to any filing or
recording of this Agreement.
(c) The Trustee shall be entitled to reasonable compensation for all
services rendered in the execution of the trusts. hereby created, and may employ agents,
attorneys and counsel in the execution ofsuch-trusts; and the compensation of the Trustee,
as well as the reasonable compensation of its attorneys and counsel and of such persons as
it may employ in the administration or management of the trusts hereunder, and all other
reasonable expenses necessarily incurred or actually disbursed hereunder, the Authority
agrees to pay to the Trustee on demand, and for such payment the Trustee shall have a lien
on all funds in the hands of the Trustee not held in trust for any specific purpose in priority
to the rights and claims of the holders of said Bonds.
(d) The Trustee shall not be responsible in any manner for:
1. The validity, execution, acknowledgment, filing or recording
of this Agreement or any agreement supplemental hereto, or the refiling or
rerecording thereof;
2. for any recitals, covenants or agreements of the Authority in
the Bonds or herein contained, except to pay from the Operation Fund expenses
incurred by the Authority to enable it to comply with its covenants contained herein;
3. for the default or misconduct of any agent or employee
appointed by it, if such agent or employee shall have been selected with reasonable
care, or for anything done by it in connection with this trust, except for its willful
misconduct or gross negligence;
4. for the consequence of any act done in good faith; or
5. for any actions taken by the Trustee in accordance with the
opinion of counsel employed by the Trustee. -
(e) The Trustee shall be under no obligation to keep advised or informed
as to whether the Authority is in default under any of the terms or covenants of this
Agreement; and unless and until the Trustee shall have received written notice to the contrary
from the holders of at least five percent (5%) in principal amount of the Bonds then
outstanding hereunder, the Trustee may, for all purposes of this Agreement, assume that the
:ODMA\PCDOCS\SBDOCS 1\24203\2 -31-
~ w `
Authority is not in default hereunder and that none of the events hereinbefore defined as
"events of default" has happened.
(fl The Trustee shall not be required to appear in or defend any suit which
may be brought against it respecting the Project, or by reason of being Trustee hereunder,
or to institute any suit or proceeding to enforce any covenant or remedy herein provided, or
to take any action toward the execution or enforcement of the trusts hereby created, which,
in the opinion of the Trustee, will be likely to involve the Trustee in expense or liability,
unless the holders of said Bonds or some part thereof shall furnish the Trustee with
reasonable security and indemnity against such expense or liability.
(g) The Trustee shall be fully protected in acting upon or in accordance =•- '°t
with any notice or request, consent, certificate, demand, resolution or other instrument or
document believed by the Trustee to be genuine and to have been signed, authorized,
executed, certified or sealed by the proper person or persons; and the Trustee is authorized
to accept the certificate of the Secretary-Treasurer of the Authority, under its corporate seal,
if any, to any resolution of the board of directors of the Authority as conclusive evidence that
such resolution was duly and lawfully adopted and is binding upon the Authority.
(h) The Trustee, or any officer or director of the Trustee, may acquire and
hold Bonds issued hereunder or may engage in or be interested in any financial or other
• transaction in which the Authority may be interested, and the Trustee may be depository,
trustee, transfer agent, registrar or agent of the Authority, or for any committee or other body
in respect to the bonds, notes, debentures, obligations or securities of the Authority, whether
or not issued pursuant hereto.
(i) The .Trustee may, in relation to any powers or duties imposed upon
it by this Agreement, act upon the opinion or advice of an attorney, surveyor, engineer or
accountant, whether retained by the Trustee or by the Authority, and shall not be responsible
for any loss resulting from any action or non-action in accordance with any such opinion or
advice.
(j) The Trustee is relieved from filing any inventory, or qualifying under
the jurisdiction of any court, or otherwise complying with the provisions of the Uniform
Trustees' Accounting Act of 1945, or with any laws amendatory thereof or supplemental
thereto, and the provisions of said law are hereby waived.
Section 9.02. The Trustee agrees to invest funds from time to time held by it as
Trustee under this Agreement, and apply the interest earned thereon as provided in Articles III, but
shall not be under any duty or obligation to pay interest on any funds held by it which cannot
practicably be so invested either to the Authority or to the holder of any Bond, or to any other
person; any and all such liability for the payment of such interest being hereby expressly waived.
::ODMA\PCDOCS\SBDOCSi\24203\2 -32,-
iY 1D
Section 9.03. In the event that the Trustee, or any successor trustee, shall become
legally consolidated or merge with another banking association or corporation, the banking
association or corporation resulting from such consolidation or merger shall thereupon become and
be the Trustee hereunder with the same titles, rights, powers, benefits, duties and limitations, without
the execution or filing or recording of any instrument, and without any action on the part of the
Authority or the holders of Bonds hereunder. A purchase of the assets and assumption of the
liabilities of the Trustee by another banking association or corporation shall be deemed to be
consolidation or merger for the purposes of this section.
Section 9.04. The Trustee, or any successor trustee, may be removed at any time by
an instrument or concurrent instruments in writing filed with the Trustee_and signed by the holders
of a majority in principal amount of the Bonds then outstanding hereunder, or by their attorneys-in-
fact thereunto duly authorized.
Section 9.05. The Trustee, or any successor trustee, may resign the trust created by
this Agreement upon first giving notice of such proposed resignation and specifying the date when
such resignation shall take effect, which notice shall be given to the Authority in writing at least
twenty (20) days prior to the date when such resignation shall take effect, and shall be given to the
Bondholders by mail at least twenty (20) days prior to the date when such resignation shall take
effect. Such resignation shall take effect on the day so designated in such notice, unless previously
a successor trustee shall be appointed as hereinafter provided, in which event such resignation shall
take effect immediately upon the appointment of such successor trustee.
Section 9.06. In case at any time the Trustee shall become incapable of acting, or
shall be removed, a successor trustee may be appointed by the holders of at least a majority in
principal amount of the Bonds hereby secured and then outstanding, by an instrument or instruments
in writing signed by such Bondholders or by their duly constituted attorneys-in-fact; but until a new
trustee shall be so appointed by the Bondholders, the Authority, by an instrument executed by order
of its board of directors, may appoint a trustee to fill such vacancy until a new trustee shall be
appointed by the Bondholders as aforesaid, and when any such new trustee shall be appointed by the
Bondholders, any trustee theretofore appointed by the Authority shall thereupon and thereby be
superseded and retired. Each such successor trustee appointed by any of such methods shall be a
bank or trust company authorized by law so to act, and having a capital and surplus or not less than
Five Million Dollars ($5,000,000).
Section 9.07. Any successor trustee appointed hereunder shall execute, acknowledge
and deliver to the Authority, and to its predecessor, an instrument accepting such appointment; and
thereupon, upon the execution of the same, such successor trustee, without any further act or
instruments or deeds of conveyance, shall become vested with all of the assets, powers, rights,
duties, trusts and obligations of its predecessor in trust hereunder with like effect as if originally
named as trustee herein; but nevertheless, on the written request of the successor trustee, the trustee
ceasing to act shall execute and deliver to such successor trustee all conveyances and instruments
proper to evidence the vesting in the new trustee of the interest and title of the retiring trustee in the
trusts hereby created, subject, however, to any lien which the retiring trustee may have pursuant to
::ODMA\PCDOCS\SBDOCSI\24203\2 ~ -33-
• any provision hereof; and upon request in writing of any successor trustee, the Authority covenants
to make, execute, acknowledge and deliver any and all deeds, conveyances, assignments, or
instruments in writing for the more fully and certainly vesting in and confirming to such successor
trustee all such assets, property, rights, powers and trusts.
ARTICLE X.
Supplemental Agreements.
Section 10.01. Without notice to or the consent of any Bondholders, the Authority
and the Trustee may, from-time to time and at any time, enter into such agreements supplemental
hereto as shall not be inconsistent with the terms and provisions hereof (which supplemental
agreements shall thereafter form a part hereof):
(a) To cure any ambiguity or formal defect or omission in this Agreement,
or in any supplemental agreement, which does not adversely affect the rights of the
Bondholders;
(b) to grant to or confer upon the Trustee, for the benefit of the
Bondholders, any additional benefits, rights, remedies, powers, authority or security that may
• lawfully be granted to or conferred upon the Bondholders or the Trustee, or to make any
change which in the judgment of the Trustee, is not to the prejudice of the Bondholders;
(c) to modify, amend or supplement this Agreement 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;
(d) to provide for the refunding or advance refunding of the Bonds in
whole or in part;
(e) to procure or maintain a rating on the Bonds from a nationally
recognized securities rating agency designated in such supplemental agreement, if such
supplemental agreement will not adversely affect the owners of the Bonds; and
(f) any other purpose which in the judgment of the Trustee does not
adversely impact the interest of the Bondholders.
Section 10.02. Subject to the terms and provisions contained in this section, and not
otherwise, the holders of not less than sixty-six and two-thirds percent (66-2/3%) in aggregate
principal amount of the Bonds then outstanding shall have the right from time to time, anything
contained in this Agreement to the contrary notwithstanding, to consent to and approve the execution
by the Authority and the Trustee of such agreement or agreements supplemental hereto. as shall be
:ODMA\PCDOCS\SBDOCSI\24203\2 -34-
. L
deemed necessary or desirable by the Authority for the purpose of modifying, altering, amending,
adding to or rescinding, in any particular, any of the terms or provisions contained in this Agreement
or in any supplemental agreement; provided, however, that nothing herein contained shall permit or
be construed as permitting:
(a) an extension of the maturity of the principal or interest on any Bond
issued hereunder; or
(b) a reduction in the principal amount of any Bond or the redemption
premium or the rate of interest thereon; or
(c) a preference or priority of any Bond or Bonds over any other Bond or
Bonds; or
(d) a reduction in the aggregate principal amount of the Bonds required
for consent to such supplemental agreement.
Nothing herein contained, however, shall be construed as making necessary the approval by the
Bondholders of the execution of any supplemental agreement or agreements as authorized in
Section 10.01 of this Article.
If at any time the Authority shall request the Trustee to enter into any supplemental
• agreement for any of the purposes of this section, the Trustee shall, at the expense of the Authority,
give notice by mail, postage prepaid, to all registered owners of Bonds. Such notice shall briefly set
forth the nature of the proposed supplemental agreement and shall state that a copy thereof is on file
at the office of the Trustee for inspection by all Bondholders. The Trustee shall not, however, be
subject to any liability to any Bondholder by reason of its failure to mail the notice required by this
section, and any such failure shall not affect the validity of such supplemental agreement when
consented to and approved as provided in this section.
Whenever, at any time within one (1) year after mailing of such notice, the Authority
shall deliver to the Trustee an instrument or instruments purporting to be executed by the holders
of not less than sixty-six and two-thirds percent (66-2/3%) in aggregate principal amount of the
Bonds then outstanding, which instrument or instruments shall refer to the proposed supplemental
agreement described in such notice and shall specifically consent to and approve the execution
thereof in substantially the form of the copy thereof referred to in such notice as on file with the
Trustee; thereupon, but not otherwise, the Trustee may execute such supplemental agreement in
substantially such form, without liability or responsibility to any holder of any Bond, whether or not
such holder shall have consented thereto.
If the holders of not less than sixty-six and two-thirds percent (66-2/3%) in aggregate
principal amount of the Bonds outstanding at the time of the execution of such supplemental
agreement shall have consented to and approved the execution thereof as herein provided, no holder
of any Bond shall have any right to object to the execution of such supplemental agreement or to
::ODMA\PCDOCS\SBDOCSI\24203\2 -35-
• .. ,,
object to any of the terms and provisions contained therein or the operation thereof, or in any manner
to question the propriety of the execution thereof, or to enjoin or restrain the Trustee or the Authority
from executing the same, or from taking any action pursuant to the provisions thereof.
Upon the execution of any supplemental agreement pursuant to the provisions of this
section, this Agreement shall be, and shall be deemed, modified and amended in accordance
therewith, and the respective rights, duties and obligations under this Agreement of the Authority,
the Trustee, and all holders of Bonds then outstanding shall thereafter be determined, exercised and
enforced hereunder, subject in all respects to such modifications and amendments.
Section 10.03. The Trustee is authorized to join with the Authority in the execution
of any such supplemental agreement and to make the further agreements and stipulations which may
be contained therein. Any supplemental agreement executed in accordance with the provisions of
this Article shall thereafter form a part of this Agreement, and all the terms and conditions contained
in any such supplemental agreement as to any provision authorized to be contained therein shall be,
and shall be deemed to be, part of the terms and conditions of this Agreement for any and all
purposes.
Section 10.04. The Trustee shall be entitled to receive, and shall be fully protected
in relying upon, the opinion of any counsel approved by it who may be counsel for the Authority,
as conclusive evidence that any such proposed supplemental agreement complies with the provisions
• of this Agreement, and that it is proper for the Trustee, under the provisions of this Article, to join
in the execution of such supplemental agreement.
Section 10.05. Notwithstanding anything contained in the foregoing provisions of
this Agreement, the rights and obligations of the Authority and of the holders of the Bonds, and the
terms and provisions of the Bonds and this Agreement, or any supplemental agreement, may be
modified or altered in any respect with the consent of the Authority and the consent of the holders
of all the Bonds then outstanding.
ARTICLE XI.
Miscellaneous Provisions
Section 11.01. Any covenant of the Authority set forth in this Agreement may be
waived or modified in whole or in part with the written consent of the Authority and the Trustee
without the necessity of obtaining the consent of the Bondholders and without the execution and
delivery of a supplemental agreement.
Section 11.02. Any notice or demand which by any provision of this Agreement is
required or pernutted to be given or served by the Trustee on the Authority shall be deemed to have
been sufficiently given or served for all purposes, by being deposited, postage prepaid, in a United
:ODMA\PCDOCS\SBDOCS 1\24203\2 -3 6-
A
+ ~ 1
• States Post Office letter box, addressed (until another address is filed in writing by the Authority
with the Trustee for that purpose) as follows:
South Bend Redevelopment Authority
1200 County-City Building
227 West Jefferson Blvd.
South Bend, Indiana 46601
Any notice or demand which by any provision of this Agreement is required or
permitted to be given or served by the Authority on the Trustee shall be deemed to have been
sufficiently given or served for all purposes, by being deposited, postage prepaid, in a United States
Post Office letter box, addressed (until another address is filed in writing by the Trustee with the
Authority for that purpose) as follows:
Norwest Bank Indiana, N.A.
111 East Wayne
Fort Wayne,lN 46801-6642
Attention: Melvin Bredemeier
Section 11.03. In any case where the date of maturity of interest on or principal of
the Bonds or the date fixed for redemption of any Bonds shall be in the city of payment a Saturday,
Sunday or a legal holiday or a day on which banking institutions are authorized by law to close, then
payment of interest or principal may be made on the succeeding business day with the same force
and effect as if made on the date of maturity on the date fixed for redemption.
Section 11.04. This Agreement may be simultaneously executed in several
counterparts, each of which shall be an original, and all of which shall constitute but one and the
same instrument.
Section 11.05. With the exception of rights herein expressly conferred, nothing
expressed or mentioned in or to .be implied from this Agreement or the Bonds is intended or shall
be construed to give to any person or company other than the parties hereto and the Bondholders,
any legal or equitable right, remedy or claim under or in respect to this Agreement, or any covenants,
conditions and provisions herein contained; this Agreement and all of the covenants, conditions and
provisions hereof being intended to be and being for the sole and exclusive benefit of the parties
hereto and the owners of the Bonds as herein provided.
Section 11.06. If any provisions of this Agreement shall be held or deemed to be or
shall, in fact, be illegal, inoperative or unenforceable, the same shall not affect any other provision
or provisions herein contained or render the same invalid, inoperative or unenforceable to any extent
whatever.
Section 11.07. No member, officer or employee of the Authority or of any
department or board thereof, shall be individually or personally liable for the payment of the
::ODMA~PCDOCS~.SBDOCS1~24203~2 -37-
" y ,~ J
. principal of or interest or redemption premium on any Bond. Nothing herein contained shall,
however, relieve any such member, officer or employee from the performance of any duty provided
or required by law.
Section 11.08. This Agreement shall be construed and enforced in accordance with
the laws of the State of Indiana.
Section 11.09. The headings or titles of the several Articles and Sections hereof, and
any table of contents appended to copies hereof, shall be solely for convenience of reference and
shall not affect the meaning, construction, interpretation or effect of this Agreement.
Section 11.10. The provisions of this Agreement shall constitute a contract between
the Authority and the holders of the Bonds, and after the issuance of any Bonds no change or
alteration of any kind in the provisions of this Agreement may be made until all of the Bonds have
been paid in full as to both principal and interest, or provision for such payment has been made in
accordance with Article VIII hereof, except in accordance with Article X hereof.
***~*
C
•
::ODMA\PCDOCS\SBDOCS (\24203\2 '3 g'
.. y ~~~ ~
IN WITNESS WHEREOF, SOUTH BEND REDEVELOPMENT AUTHORITY has
caused its corporate name to be hereunto subscribed by the President of its Board of Directors, and
attested by the Secretary-Treasurer of its Board of Directors, and Norwest Bank Indiana, N.A., as
Trustee, has likewise caused these presents to be executed in said Trustee's name and behalf by its
Vice President and Trust Officer, and its corporate seal to be hereunto affixed and attested by its
Vice President and Trust Officer, in token of its acceptance of said trust, as of the day and year first
herein above written.
SOUTH BEND REDEVELOPMENT AUTHORITY
By
(V~~i~ignatu3~ V
(Printed Signature)
President, Board of Directors
Attest:
,~
( ritten Signature)
~~~~ ~ ~~ta~.ez
(Printed Signature)
Secretary-Treasurer, Board of Directors
NORWEST BANK INDIANA, N.A.
By
(Written Signature)
(Printed Signature)
(SEAL)
Attest:
(Written Signature)
(Printed Signature)
•
(Title)
(Title)
:ODMA~PCDOCSGSBDOCS I~24203~2 -3 9-
4 fly ~'
.~ j ~ {.
STATE OF INDIANA )
. ) SS:
COUNTY OF ST. JOSEPH )
Before me, the undersigned, a Notary Public in and for said County and State, this
~ ~'~'`-day of ~~~ ~ , 1998, personally appeared o ~, ,~ ~!. P.~i,-(~~-~au ox and
c ~~ 1 vr~¢Jz ,personally known to me to be the President and Secretary-
Treasurer, respectively, of the Board of Directors of South Bend Redevelopment Authority, and
acknowledged the execution of the foregoing Agreement for and on behalf of said Authority.
WITNESS my hand and notarial seal.
(Seal)
,~ l ~
( itten Si a _ re)
(Printed Signature)
Notary Public
My commission expires
• My county of residence is
JE.~F?~dir'~ I-I HULLIIVGER
Nt7TA:tY FJSLIC STATE DF IAIDIANA
T. JGSE'I~i C®L'i`iI'TY
ivi~'CG~~I~1?:;vDYci EXP. FE?3.1,2Q08
• ::ODMA\PCDOCS\SBDOCSI\24203\2 -4~-
4
,J ~" : ' \ i
•
STATE OF INDIANA )
SS:
COUNTY OF ALLEN )
Before me, the undersigned, a Notary Public in and for said County and State, this
day of 1998, personally appeared and
,personally known to me to be the and
,respectively, of Norwest Bank Indiana, N.A., and acknowledged the
execution of the foregoing Agreement for and on behalf of said Bank.
(Seal)
WITNESS my hand and notarial seal.
(Written Signature)
(Printed Signature)
My commission expires
My county of residence is
Notary Public
This instrument was prepared by Randolph R. Rompola, BAKER & DANIELS, 205 West Jefferson
Boulevard, Suite 250, South Bend, Indiana 46601.
• ::ODMA~PCDOCSGSBDOCS1~24203~2 -41-
. -.
C]
NOTICE OF INTENT TO SELL
$6,245,000
(Estimated)
SOUTH BEND REDEVELOPMENT AUTHORITY
LEASE RENTAL REVENUE REFUNDING BONDS OF 1998
(BLACKTHORN GOLF COURSE PROJECT)
Upon not less than twenty-four (24) hours'-notice given by telephone or facsimile by
or on behalf of the South Bend Redevelopment Authority (the "Authority") the Secretary-Treasurer
of the Authority will receive or cause to be received in the office of the Authority, 1200 County-City
Building, South Bend, Indiana, and consider sealed bids for the purchase of the lease rental revenue
bonds of the Authority designated. as "South Bend Redevelopment Authority Lease Rental Revenue -
• Refunding Bonds of 1998 (Blackthorn Golf Course Project) (the "Bonds"), in the estimated
aggregate principal amount of Six Million Two Hundred Forty-five Thousand and 00/100 Dollars
($6,245,000.00), bearing interest at a rate or rates not exceeding seven percent (7.0%) per annum (the
exact rate or rates to be determined by bidding), which interest shall be payable on March 1, 1999,
and semiannually thereafter on September 1 and March 1 of each year. Please note that the
Authority is not required to, and shall not be deemed by virtue of this notice, to have elected to
comply with the public sale provisions of the Indiana Code. Award of the Bonds will be made as
further described hereinbelow.
The Bonds will be issued in fully registered form in the denominations of $5,000 or
an integral multiple thereof not exceeding the aggregate principal amount of the Bonds maturing in
any year, will be originally dated as of the first day of the month in which they are originally
...,> • .
•
delivered, will be numbered consecutively, and will mature serially on March 1, in the years and
estimated amounts as follows:
Year Amount Year Amount
1999 $145,000 2006 $445,000
2000 190,000 2007 465,000
2001 240,000 2008 485,000
2002 305,000 2009 505,000
2003 365,000 2010 525,000
2004 415,000 2011 550,000
2005 430,000 2012 575,000
2013 605,000
Following the receipt of bids and determination of the successful bidder, the
Authority reserves the right to resize the principal maturities of the Bonds to provide sufficient
funding of the escrow account that will be established to refund the bonds hereinbelow described.
THE AUTHORITY RESERVES THE RIGHT TO INCREASE OR DECREASE THE
INDIVIDUAL PRINCIPAL AMOUNT OF THE BONDS MATURING IN THE YEARS 1999
THROUGH 2013 BY AN AMOUNT NOT TO EXCEED $100,000 PER MATURITY. IN NO
EVENT SHALL THE RESIZING OF THE PRINCIPAL MATURITIES OF THE BONDS CAUSE
THE TOTAL PRINCIPAL AMOUNT OF THE BONDS TO BE ISSUED TO EXCEED $7,000,000.
It is anticipated that the final total principal amount of the Bonds and the final
•
principal amount of each maturity for the Bonds will be communicated to the successful bidder by
3:00 p.m. (South Bend time) on the date of the sale. The changes made to the total principal amount
and the principal amount of each maturity for the Bonds will be made only as necessary to effect the
advance refunding described herein, but the coupon rates specified by the successful bidder for all
maturities will not change. The successful bidder may not withdraw its bid as a result of any
changes made within these limits.
:ODMA\PCDOCS\SBDOCS 1\2.4381\ l
-2-
• Principal payments on the Bonds will be payable at the principal office of Norwest
Bank, N.A., Fort Wayne, Indiana, as Trustee under the Trust Agreement (defined below) (the
"Trustee"). Payments of interest on the Bonds will be paid by check or draft mailed one business
day prior to the interest payment date to the person in whose name each Bond is registered on the
fifteenth day of the month immediately preceding the interest payment date. The Bonds may be
transferred or exchanged at the principal office of the Trustee subject to the terms and conditions of
the Trust Agreement dated as of the first day of November, 1998 (the "Trust Agreement"), pursuant
to which the Bonds are being issued.
Bonds maturing on or after March 1, 2007, may be redeemed prior to maturity at the
option of the Authority in whole or in part, in whole multiples of $5,000, in order of maturities
selected by the Authority and by lot within maturities, on any date not earlier than March 1, 2006,
• at a price equal to the applicable percentage set out below of the principal amount of the Bonds so
redeemed plus interest accrued on the Bonds so redeemed to the date fixed for redemption:
Redemption Period
(Both Dates Inclusive), Redemption Price
March 1, 2006, through February 28, 2007 102%
March 1, 2007, through February 29, 2008 '101%
March 1, 2008, and thereafter 100%
The Bonds may be aggregated into one or more term bonds payable from mandatory
sinking fund redemption payments (the "Term Bonds") at the option of the successful bidder which
option must state a maturity or maturities of the Term Bonds of March 1. The Term Bonds shall be
subject to mandatory sinking fund redemption prior to maturity at a redemption price equal to one
hundred percent (100%) of the principal amount thereof, plus accrued interest to the redemption date,
• but without premium, on March 1 of each year in the principal amounts corresponding to and
-3-
:ODMA\1'CDOCS\SBDOCS 1\24381\1
.~ ..
• consistent with the maturity schedule for the Bonds set forth herein (subject to change as provided
herein). Official notice of such redemption shall be given pursuant to the terms and conditions of
the Trust Agreement.
Any person interested in submitting a bid for the Bonds must furnish in writing to the
Authority, % Crowe, Chizek and Company LLP, 2000 Market Tower, 10 West Market Street,
Indianapolis, Indiana 46204-2976, telephone (317) 269-6680, facsimile (317)_ 635-6127, on or before
4:00 p.m. (EST), November 6, 1998, the person's name, address and telephone number. The person
may also furnish a telex or facsimile number. The undersigned Secretary-Treasurer will cause each
person so registered to be notified of the date and time bids will be received not less than 24 hours
before the date and time of sale. The notification shall be made by telephone at the number
furnished by such person and also by telex or facsimile if a telex or facsimile number has been
• furnished.
Each bid must be for all of the Bonds and must state the rate or rates of interest
therefor, not exceeding seven percent (7.0%) per annum. All bids for the Bonds shall be sealed in
an envelope marked "Bid for South Bend Redevelopment Authority Lease Rental Revenue
Refunding Bonds of 1998 (Blackthorn Golf Course Project)," and shall be presented to the Authority
at the principal office of the Authority, and the Authority shall continue to receive all bids offered
until the hour fixed for the sale of the Bonds, at which time and place each of such bids shall be
opened and considered. Bidders for the Bonds shall be required to name the rate or rates of interest
which the Bonds are to bear, not exceeding seven percent (7.0%) per annum. Such interest rate or
rates must be multiples of one-eighth (1/8) or one-twentieth (1/20) of one percent (1.0%). The
interest rate on Bonds of a given maturity must be at least as great as the interest rate on Bonds of
the preceding maturity. Bids specifying more than one interest rate must also specify the maturit
Y
-4-
::ODMAU'CDOCS\SBDOCS 1 \243 81 \ 1
.~
• year of the Bonds bearing each rate, and all Bonds maturing on the same date shall bear the same
single rate of interest. Subject to the provisions contained below, the Authority shall award the
Bonds to the bidder offering the lowest net interest cost to the Authority on the principal amounts
of the Bonds indicated hereinabove, to be determined by computing the total interest on all Bonds
from the date thereof to their maturities and deducting therefrom the premium bid, if any, or adding
__,-::whereto the amount of any discount, if any. Although not a term of sale, it is requested that each bid
show the net dollar interest cost to final maturity and the net effective average interest rate on the
entire issue.
No conditional bid or bids for less than ninety-nine percent (99.0%) of the par value
of the Bonds, plus accrued interest at the rate or rates named to the date of delivery, will be
considered. If the principal amount of the Bonds is adjusted, the purchase price of the Bonds shall
• be adjusted accordingly. The Authority shall have full right to reject any and all bids. In the event
that the Authority does not award the Bonds to a bidder on the date of the sale, the Authority
reserves the right to negotiate with any underwriter thereafter.
Each bid must be sealed in an envelope marked "Bid for South Bend Redevelopment
Authority Lease Rental Revenue Refunding Bonds of 1998 (Blackthorn Golf Course Project)." Each
bid must be on a form approved by the Authority, without additions, alterations or erasures. Each
bid must be accompanied by a certified or cashier's check or a Financial Surety Bond in the amount
of one percent (1%) of the principal amount of the Bonds. If a check is drawn, such check must be
drawn on a bank or trust company which is insured by the Federal Deposit Insurance Corporation
(the amount of the check or Surety Bond is hereafter referred to as the "Deposit"). In either case,.
the Deposit shall be made payable to the "South Bend Redevelopment Authority," to be held as a
guarantee on the performance of the bid if the same be acce ted or be immediate) re
p y turned if the.
-5-
:OD1vIA1I'CDOCS\SBDOCS 1\24381\1
• bid is not accepted. If a Financial Surety Bond is used, it must be from an insurance company, and
such bond must be submitted to the Authority prior to the opening of the bids. The Financial Surety
Bond must identify each bidder whose Deposit is guaranteed by such Financial Surety Bond. If the
Bonds are awarded to a bidder utilizing a Financial Surety Bond, then that purchaser is required to
submit its Deposit to the Authority in the form of a certified or cashier's check (or wire transfer such
amount as instructed by the Authority) not later than 3:00 p.m. (E.S.T.) on the next business day
following the award. If such Deposit is not received by that time, the Financial Surety Bond may
be drawn upon by the Authority to satisfy the Deposit requirements. No interest on the Deposit will
accrue to the successful bidder. In the event the bidder to whom said Bonds are awarded shall fail
or refuse to comply with the provisions of the bid and this notice, such Deposit shall become the
property of the Authority and shall betaken and considered as liquidated damages of the Authority
• on account of such failure or refusal. The checks of unsuccessful bidders will be returned
immediately following the award of the Bonds.
The successful bidder will be required to make payment for the Bonds in Federal
Reserve or other immediately available funds and accept delivery of the Bonds within five (5) days
after being notified that the Bonds are ready for delivery, at a bank designated by the Authority. Any
premium bid and accrued interest must be paid in cash at the time of delivery as a part of the
purchase price for the Bonds. The Bonds will be ready for delivery within thirty (30) days after the
date on which the award is made, and if not deliverable within that period, the successful bidder will
be entitled to rescind the sale and the Deposit will be returned. Any notice of rescission must be in
writing. At the request of the Authority, the successful bidder shall furnish to the Authority, before
delivery of the Bonds, a certificate in form satisfactory to the Authority as to the initial public
• offering price of the Bonds.
-6-
:ODMA\PCDOCS\SBDOCS 1\24381\1
• It is anticipated that CUSIP identification numbers will be printed on the Bonds (at
the expense of the successful bidder), but neither the failure to print such numbers on any Bonds nor
any error with respect thereto shall constitute cause for a failure or refusal by the successful bidder
to accept delivery of and pay for the Bonds.
At the time of delivery of the Bonds the approving legal opinion of Baker & Daniels,
bond counsel, of South Bend, Indiana, as to the validity of the Bonds, together with a transcript of
Bond proceedings, the printed Bonds with such legal opinion printed thereon, and closing certificates
in the customary form showing no litigation, will be furnished to the successful bidder at the expense
of the Authority.
The Authority was organized in compliance with IC 36-7-14.5, for the purpose of
financing local public improvements, including the Project (as defined in the Trust Agreement) for
• lease to the South Bend Redevelopment Commission (the "Commission") and the construction of
which Project the Authority fmanced with the proceeds of its lease rental revenue bonds issued in
1992. which bonds are to be refunded with the proceeds of the Bonds hereinabove described. All
actions have been taken in compliance with the provisions of IC 36-7-14, IC 36-7-14.5 and IC 5-1-
5. The Bonds will be secured by the Trust Agreement, and the Bonds will be issued pursuant to the
terms and provisions of said Trust Agreement and a resolution of the Authority entitled "Resolution
of the South Bend Redevelopment Authority Authorizing the Issuance of the South Bend
Redevelopment Authority Lease Rental Revenue Refunding Bonds of 1998 (Blackthorn Golf Course
Project) (the "Bond Resolution").
The property referred to in the Trust Agreement has been leased to the Commission
at the rental amounts set forth in such lease, payable on such dates and subject to the terms as set
• forth in the lease. ..The .funds for the a merit of the lease rental will
p Y be generated by the
-7-
::ODMA\PCDOCS\SBDOCS 1\24381\1
,.,,...
• Redevelopment District of the City of South Bend from unlimited ad valorem property taxes
assessed throughout said District. After the sale of the Bonds, the lease shall be amended to reduce
the rental payments due under the lease.
All bidders shall be deemed to be advised as to the provisions of the above-mentioned
Trust Agreement, Bond Resolution and lease and the provisions of the aforesaid Indiana Code.
-The Bonds constitute an indebtedness only of the Authority, payable in accordance
with the terms of the above-mentioned Trust Agreement and Bond Resolution and the provisions
of the aforesaid Indiana Code.
The Authority has authorized the preparation of an Official Statement to be dated
October 26, 1998, containing pertinent information relative to the Bonds, and said Official Statement
will serve as an Official Statement "deemed final" as of the date thereof pursuant to Rule 15c2-12
. of the Securities and Exchange Commission. For copies of the Official Statement and the Official
Bid Form or for any additional information prior to sale, any prospective purchaser is referred to the
Financial Advisor to the Authority, Crowe, Chizek and Company LLP, 2000 Market Tower, l 0 West
Market Street, Indianapolis, Indiana 46204-2976, telephone (317) 269-6680.
The Official Statement, when further supplemented by an addendum or addenda
specifying the interest rates of the Bonds, and any other information referred to in paragraph (b)(1)
of Rule 15c2-12 of the Securities and Exchange Commission, shall constitute a "Final Official
Statement" of the Authority with respect to the Bonds, as that term is defined in Rule 15c2-12. By
awarding the Bonds to any underwriter or underwriting syndicate submitting an Official Bid Form
therefor, the Authority agrees that, no more than seven (7) business days after the date of such award,.
it shall provide without cost to the senior managing underwriter of the syndicate to which the Bonds
• are awarded 75 co ies of the Final Official Statement. The Authorit
p y designates the senior
-8-
::ODMA\PCDOCS\SBDOGS 1\24381\ 1
~~..,.~
• managing underwriter of the syndicate to which the Bonds are awarded as its agent for purposes of
distributing copies of the Final Official Statement to each Participating Underwriter. Any
underwriter executing and delivering an Official Bid Form with respect to the Bonds agrees thereby
that if its bid is accepted by the Authority (i) it shall accept such designation and (ii) it shall enter
into a contractual relationship with all Participating Underwriters of the Bonds for purposes of
assuring the receipt by each such Participating Underwriter of the Final Official Statement.
The Bonds have not been designated as "qualified tax-exempt obligations" for
purposes of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended.
If bids are submitted by mail, they should be addressed to the Authority, attention of
Jose Alvarez, Secretary-Treasurer, South Bend Redevelopment Authority, 1200 County-City
Building, South Bend, Indiana 46601.
• Dated this 23~d day of October, 1998.
SOUTH BEND REDEVELOPMENT AUTHORITY
os Alvarez,
cretary-Treasurer
[To be published in the South Bend Tribune, Tri-County News and the Court and Commercial
Record on October 23, 1998, and October 30,1998.].
•
-9-
::ODMA\1'CDOCS\SBDOCS 1\24381\ I
•
IRREVOCABLE ESCROW
DEPOSIT AGREEMENT
Between
•
SOUTH BEND REDEVELOPMENT AUTHORITY
and
NORWEST BANK INDIANA, N.A.
Fort Wayne, Indiana,
as Escrow Trustee
Dated as of November 1,1998
(Blackthorn Golf Course Project)
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• IRREVOCABLE ESCROW DEPOSIT AGREEMENT
This Irrevocable Escrow Deposit Agreement, is dated as of November 1, 1998, , by
and between the South Bend Redevelopment Authority (the "Authority"), Norwest Bank Indiana,
N.A., Fort Wayne, Indiana, a national banking association organized under the laws of the United
States of America, as escrow trustee (the "Escrow Trustee.":), and as trustee (the "Prior Trustee")
under that certain Trust Agreement dated as of September 1, 1992, between the Authority and the
Prior Trustee (the "Prior Trust Agreement").
PRIOR RECITALS
Section 1. Pursuant to Resolution No. 64, adopted by the Authority on September
10,1992 (the "Prior Resolution"), the Authority has heretofore issued its South Bend Redevelopment
Authority Lease Rental Revenue Bonds (Blackthorn Golf Course Project) dated October 1,1992 (the
"Prior Bonds"), in the amount of Five Million Six Hundred Eighty Thousand and 00/100 Dollars
($5,680,000.00), now outstanding in the principal amount of Five Million Six Hundred Eighty
Thousand and 00/100 Dollars ($5,680,000.00), maturing annually on March 1 in the years 1999 to
2013 inclusive, and subject to redemption prior to maturity at the option of the Authority on the
terms and conditions set forth in the Prior Resolution and in the Prior Trust Agreement.
Section 2. Pursuant to Resolution No. 130 adopted by the Authority on October
19, 1998, (the "Refunding Bond Resolution"), the Authority has authorized the issuance and sale of -
its refunding revenue bonds designated the "South Bend Redevelopment Authority Lease Rental
Revenue Refunding Bonds of 1998 (Blackthorn Golf Course Project)" in an aggregate principal
•
:ODMA\PCDOCS\SBDOCS 1\24205\2
• amount not to exceed Million Hundred Thousand and 00/100
Dollars ($~ (the "Bonds") for the purpose of providing funds, a portion of which shall be
used to effect the refunding of the Prior Bonds, together with the authorized expenses relating
thereto.
ection 3. The Refunding Bond Resolution provides that a portion of the
proceeds from the sale of the Bonds will be delivered;,to, and applied by the Escrow Trustee in
accordance with a Trust Agreement entered into and .dated as of November 1, 1998, (the "Trust
Agreement"), between the Authority and the Escrow Trustee, as Trustee for the Bonds.
Section 4. Section 2.10 of the Trust Agreement provides that the sum of
Million Hundred Thousand Hundred and
/100 Dollars ($~ which equals ~ Million Hundred
Thousand Hundred and /100 Dollars ($ )
received from the sale of the Bonds plus Thousand Hundred and
/100 Dollars ($~ available from the funds established by the Prior Trust
Agreement, plus investment earnings thereon, will be applied on behalf of the Authority to pay the
principal and interest on the Prior Bonds.
Section 5. The Authority is authorized and empowered by Indiana Code 36-7-
14.5-19 and I.C. 5-1-5, as amended, to issue, sell and deliver bonds for the purpose of refunding the
Prior Bonds.
•
::ODMA\PCDOCS\SBDOCS 1\24205\2 -2-
AGREEMENT
NOW, THEREFORE, in consideration of the premises set forth in the Recitals
above and the mutual covenants and agreements herein contained, the Authority and the Trustee
agree as follows:
Section 1. Definitions. In addition to the terms hereinafter defined, the following
terms mean:
(a) "Aggregate Debt Service" means, as of any date, the sum of the Annual Debt
Service remaining unpaid in the current year and all future years, as shown at Exhibit A attached
hereto.
(b) "Agreement" means this Irrevocable Escrow Deposit Agreement.
(c) "Blackthorn Golf Course Project" means the real estate acquired and public
• improvements constructed thereon by the Authority and financed by the Prior Bonds.
{d) "Annual Debt Service" means, m any year, the interest on the tcerunaea
Bonds coming due in such year, and the principal of and premium, if any, with respect to the
Refunded Bonds called for redemption in such year, as shown at Exhibit A attached hereto.
(e) "Escrow Fund' means the fund established and held by the Escrow Trustee
pursuant to this Agreement, in which a portion of the proceeds derived from the sale of the Bonds
will be deposited for payment of the Prior Bonds.
(f) "Prior Trust Agreement" means the trust agreement between the Authority
and the Prior Trustee dated as of October 1, 1992.
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::ODMA\PCDOCS\SBDOCS 1\24205\2 _3
(g) "Escrow Requirement" means, as of any date, the amount of the
Governmental Obligations required to be on deposit in the Escrow Fund which, together with the
interest to be earned thereon, will be sufficient to pay the Aggregate Debt Service.
(h) "Governmental Obligations" means investments in: (i) direct obligations of,
or obligations the principal and interest on which are unconditionally guaranteed by, the United
States of America; or (ii) time certificates of deposit fully securedvas:ao both principal and interest
by obligations of the kind described in (i) above of a bank or banks, which obligations mature or are
subject to the redemption by the holder thereof at the option of such holder not later than the
respective dates when the proceeds, together with interest accruing thereon, will be required for
payment of the Prior Bonds.
(i) "Issuance Date" means the date on which the Bonds shall be issued and
. delivered to the purchaser or purchasers thereof, which shall be , 1998.
(j) "South Bend Redevelopment Authority 1998 Sinking Fund' means the
sinking fund established by Section 3.01 of the Trust Agreement and the Refunding Bond Resolution
for the payment of principal of and interest on the Bonds and any and all bonds hereafter issued and
payable from the rental revenues of the Blackthorn Golf Course Project and for the payment of any
fiscal agency charges in connection with such payments.
Section 2. Appointment and Acceptance of Escrow Trustee. The Authority
hereby confirms the appointment by the Authority of the Escrow Trustee and the Escrow Trustee
hereby corms its acceptance of its appointment as Escrow Trustee. The Escrow Trustee hereby
agrees to perform the duties set forth herein with respect to the advance refunding of the Prior Bonds
•
:ODMA\PCDOCS\SBDOCSI\24205\2 _q._
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and the duties imposed upon the Escrow Trustee as Trustee under the Trust Agreement. The Escrow
Trustee further represents that it has all requisite power, and has taken all corporate actions
necessary, to execute and deliver this Agreement and to perform its duties hereunder and that this
Agreement in no way limits or alters its duties as Trustee under the Trust Agreement.
Section 3. Creation of Escrow Fund and Deposit of Funds for Payment of
Prior Bonds.
(a) There is hereby created and established with the Escrow Trustee a special and
irrevocable trust fund designated the "South Bend Redevelopment Authority 1998 Lease Rental
Revenue Refunding Bond Escrow Fund" (the "Escrow Fund"). The Escrow Fund will contain the
Governmental Obligations purchased with the proceeds of the Bonds deposited with the Escrow
Trustee pursuant to this Section 3, which Governmental Obligations, together with interest earnings
thereon, will be sufficient to pay when due at maturity or on the redemption date all principal and
premium of and interest on the Prior Borids to and including March 1, 2001.
(b) The Authority will deposit, or cause to be deposited, $ which
amount equals proceeds derived from the sale of the Bonds in an amount of $ ,plus the
amount equaling $ available from the funds held by the Prior Trustee pursuant to the
Prior Trust Agreement, to be held in irrevocable escrow in the Escrow Fund by the Escrow Trustee
and applied solely as provided in this Agreement for the payment of the Prior Bonds.
(c) The Authority represents that:.
(i) the funds deposited pursuant to Section 3(b) are derived from the
proceeds of the Bonds and also funds available under the Prior Trust Agreement; and
•
:ODMA\PCDOCS\SBDOCS 1 \24205\2
-5-
• (ii) Based upon the verification report delivered by Crowe, Chizek and
Company LLP, in connection with the refunding of the Prior Bonds, the principal of the
Governmental Obligations, as set forth at Exhibit B, attached hereto, together with interest
to be earned thereon, will be sufficient to satisfy the Escrow Requirement as of the Issuance
Date.
Section 4. Use and Investment of Funds.
(a) The Escrow Trustee acknowledges receipt of the funds described in Section
3(b) hereof and agrees:
(i) To hold the funds described in Section 3(b) in irrevocable escrow in
the Escrow Fund during the term of this Agreement; and
(ii) To apply immediately, after written direction of the Authority,
• $ of such funds to the purchase of the Governmental Obligations set forth at
Exhibit B; and
(iv)
(iii) To hold uninvested an amount of such funds equaling
and 00/100 ($ .00).
To deposit in the Escrow Fund, as received, all payments of principal
of and interest on the Governmental Obligations.
(b) The deposit and purchase, pursuant to this Section 4, of the Governmental
Obligations in the Escrow Fund shall constitute an irrevocable deposit of such moneys, and the
interest earned thereon and any increment thereto, first for the benefit of the holders of the Prior
Bonds and then as provided in Section 8 hereof, and such moneys, together with any increment
•
::ODMA\PCDOCS\SBDOCS 1\24205\2 "("
• thereto and interest earned thereon, shall be held in trust and shall be applied solely to the payment
of the principal of and interest on the Prior Bonds, and then as provided in Section 8 hereof.
(c) Investment of the Escrow Fund shall mature prior to the time the funds
invested will be needed for payment of principal of and interest in the Prior Bonds.
Section 5. Release of Security. Simultaneously with the issuance of the Bonds
and the creation of the Escrow Fund and in accordance with the provisions of the Refunding Bond
Resolution, the Prior Trustee shall release and terminate the pledge of any and all moneys held in
any fund or account established by the Prior Resolution or the Prior Trust Agreement and including
any pledge of or liens on the Blackthorn Golf Course Project as security for the payment of principal
of and interest on the Prior Bonds and shall release the Prior Trust Agreement. In addition, the Prior
Trustee shall do any and all further acts as may be necessary to release and terminate any and all
rights granted under the Prior Resolution or the Prior Trust Agreement in and to property, funds or
future revenues of the Authority or its respective projects.
Section 6. Payment of Prior Bonds.
(a) The Escrow Agent shall serve as the Registrar and Paying Agent for the Prior
Bonds;
(b) On each principal and interest payment date or redemption date for the Prior
Bonds, the Escrow Trustee shall pay that portion of the Annual Debt Service coming due on such
date, as shown at Exhibit B attached hereto.
(c) Except as provided in Section 8 hereof, this Escrow Agreement has been
entered into solely for the benefit of the holders or owners of the Prior Bonds, and the holders of
•
::ODMA\PCDOCS\SBDOCS l\24205\2 'T
• owners of the Prior Bonds shall have an express first lien on all moneys in the Escrow Fund until
such moneys are used and applied as provided in this Agreement. Neither the Escrow Trustee nor
the Authority shall cause or permit any other lien or interest whatsoever to be imposed upon the
Escrow Fund and the Escrow Trustee hereby specifically waives any charging lien or other lien to
which it may be entitled pursuant to any law. The Prior Bonds shall remain an obligation of the
Authority but shall only be payable from the Escrow Fund.
Section 7. Redemption of the Prior Bonds.
(a) The Escrow Trustee acknowledges receipt of the Prior Resolution, the Prior
Trust Indenture, the Refunding Bond Resolution, the Trust Agreement and this Agreement. The
Escrow Trustee agrees to perform the duties set forth in such documents and in this Agreement or
any amendment thereto.
(b) The Escrow Agent shall cause to be given the notice or notices of redemption
of the Prior Bonds as required in accordance with the Prior Trust Agreement and sufficient to redeem
the Prior Bonds on March 1, 2001. The Escrow Agent, as Prior Trustee, shall also cause to be given
any other notices of redemption with regard to the Prior Bonds as may otherwise be required by law.
(c) Right, title and interest of the Prior Trustee under the Prior Trust Agreement
shall cease upon deposit of the amount in Section 3(b) and investment thereof pursuant to Section
4(a) so that the principal thereof and the interest thereon when due will provide sufficient monies.
to redeem the Prior Bonds. The Escrow Agent, as Prior Trustee, agrees to release the Prior Trust
Agreement and agrees to execute any documents to evidence such release as may be reasonably
required by the Authority.
•
::ODMA\PCDOCS\SBDOCSl\24205\2 _g
• (d) The Escrow Agent, as Prior Trustee, upon investment in the Governmental
Obligations pursuant to Section 4(a), shall publish, within thirty (30) days of such deposit, the notice
required by Section 8.01 of the Prior Trust Agreement to be published upon investment in the
Governmental Obligations. Form of such notice is set forth at Exhibit C.
Section 8. Application of Escrow Fund After Payment of Prior Bonds. After
payment of the principal of and interest and redemption premium on the Prior Bonds, all remaining
moneys in the Escrow Fund together with any increment thereto and interest earned thereon, shall
be transferred promptly by the Escrow Trustee to the 1998 Sinking Fund established under the Trust
Agreement, except for an amount sufficient to pay, when presented for payment, any Prior Bonds
which have not been presented for payment, which amount shall be held by the Escrow Trustee
pursuant to the requirements of the Prior Trust Agreement and in accordance with Indiana law.
• Section 9. Tax Covenants. The Authority and the Escrow Trustee covenant that
the proceeds from the sale of the Bonds, any moneys attributable to the proceeds of the Prior Bonds,
amounts received from the investment of the proceeds of the Bonds and the Prior Bonds .and any
other amounts treated as proceeds of the Bonds under the provisions. of Section 103 and 148 of the
Internal Revenue Code of 1986, as amended (the "Code"), or any of the regulations and rules
adopted pursuant thereto shall not be invested or otherwise used in a manner which would cause the
Bonds to be "arbitrage bonds" within the meaning of such Section 148 and such regulations or rules
adopted pursuant to such Section 148 as may be applicable. In addition, the Authority and the
Escrow Trustee covenant and agree to take all actions necessary from time to time to comply with
all applicable provisions of the Code or any successor thereto and the regulations promulgated
•
::ODMA\I'CDOCS\SBDOCS (\24205\2 "9"
• thereunder, now or hereafter in force, to ensure that the interest on the Prior Bonds and the Bonds
at all times continues to be excludable from gross income for federal income tax purposes.
Section 10. Indemnification of Escrow Trustee. The Authority hereby agrees
to indemnify the Escrow Trustee and hold it harmless from any and all claims, liabilities, losses,
actions, suits or proceedings at law or in equity, by reason of its acting as Escrow Trustee under this
Agreement, except in the case of the negligence or willful misconduct of the Escrow Trustee, . its:, ...
employees or its agents; and in connection therewith, the Authority hereby agrees to indemnify the
Escrow Trustee against any and all reasonable expenses, including reasonable attorney's fees and the
cost of defending any action, suit or proceeding or resisting any claim, including appellate
proceedings.
Section 11. Resignation of Escrow Trustee. The Escrow Trustee may resign,
• and thereby become discharged from the duties and obligations hereby created, by executing an
instrument in writing resigning such duties and specifying the date when such resignation shall take
effect, and delivering the same by registered or certified mail to the Authority not less than twenty
(20) days before the date specified in such instrument when such resignation shall take effect. Such
resignation shall not take effect until the appointment of a successor Escrow Trustee in accordance
with Section 13 hereof and acceptance of such appointment by the successor Escrow Trustee.
Section 12. Removal of Escrow Trustee.
(a) The Escrow Trustee may be removed at any time by an instrument or
concurrent instruments in writing, delivered to the Escrow Trustee and the Authority and executed
by the holders or owners of not less than fifty-one percent (51 %) in aggregate principal amount of
•
::ODMA\PCDOCS\SBDOCS 1\24205\2 -1 ~-
• the Prior Bonds then outstanding, but in no event shall the removal be effective prior to the
appointment of a successor Escrow Trustee in accordance with Section 13 hereof and acceptance of
such appointment by the successor Escrow Trustee.
(b) The Escrow Trustee may also be removed at any time for any breach of trust
or for acting or proceeding in violation of, or for failing to act or proceed in accordance with, any
provisions of this Agreement. with respect to the duties and obligations of the Escrow Trustee by any
court of competent jurisdiction upon the application of the Authority or the holders or owners of not
less than five percent (5%) in aggregate principal amount of the Prior Bonds then outstanding.
Section 13. Successor Escrow Trustee.
(a) If at any time hereafter the Escrow Trustee shall resign, be removed, be
dissolved or otherwise become incapable of acting, or shall be taken over by any. governmental
• official, agency, department or boazd, a successor Escrow Trustee maybe appointed by the owners,
holders or agents of not less than fifty-one percent (51%) in aggregate principal amount of the Prior
Bonds then outstanding, by an instrument or concurrent instruments in writing, executed by such
owners and filed with the Authority.
(b) In the case a vacancy arises in the position of Escrow Trustee, the Authority
may appoint a temporary Escrow Trustee to fill such vacancy until a successor Escrow Trustee shall
be appointed as provided in Section 13(a), and any such temporary Escrow Trustee shall
immediately and without further action be superseded by the Escrow Trustee so appointed. In the
event no successor Escrow Trustee is appointed within ninety (90) days after appointment of a
•
::ODMA\PCDOCS\SBDOCS 1\24205\2 -11-
• temporary Escrow Trustee by the Authority in accordance with Section 13(a), such temporary
Escrow Trustee shall become the successor Escrow Trustee.
(c) Every such Escrow Trustee appointed pursuant to the provisions of this
Section 13 shall be a corporation with trust powers organized and in good standing under the
banking laws of the United States or the State of Indiana, and shall have at the time of appointment
capital and surplus of not less than $5,000,000 or be a member of the bank group or bank holding
company with aggregate capital and surplus of not less than $5,000,000.
(d) Every successor Escrow Trustee appointed hereunder shall execute,
acknowledge and deliver to its predecessor and to the Authority an instrument in writing accepting
such appointment hereunder; and thereupon such successor Escrow Trustee, without any further act,
deed or conveyance, shall become fully vested with all the estates, properties, rights, immunities,
• powers, trusts, duties and obligations of such predecessor; and every predecessor Escrow Trustee
shall, nevertheless, on the written request of such successor Escrow Trustee or the Authority, execute
and deliver an instrument transferring to such successor Escrow Trustee all the estates, properties,
rights, immunities, powers, trusts, duties and obligations of such predecessor hereunder; and every
predecessor Escrow Trustee shall deliver all securities and moneys held by it as Escrow Trustee
hereunder to such successor. Should any transfer, assignment or instrument in writing from the
Authority be required by any successor Escrow Trustee for more fully and certainly vesting in such
successor Escrow Trustee the estates, properties, rights, immunities, powers, trusts, duties and
obligations hereby vested or intended to be vested in the predecessor Escrow Trustee, any such
•
::ODMA\PCDOCS\SBDOCS 1\24205\2 -12-
transfer, assignment and instruments in writing shall, on request, be executed, acknowledged and
delivered by the Authority.
(e) Any corporation into which the Escrow Trustee, or any successor to it in the
trusts, duties and obligations created by this Agreement, may be merged or converted or with which
it or any successor to it may be consolidated, or any corporation resulting from any merger,
conversion, consolidation or reorganization to which the Escrow Trustee or any successor to it shall
be a parry shall, if approved in writing by the Authority (which approval shall not be unreasonably
withheld), be the successor Escrow Trustee under this Agreement and vested with all of the title to
the Trust Estate and all the estates, properties, rights, immunities, powers, trusts, duties and
obligations of its predecessor without the execution or filing of any paper or any further act, deed
or conveyance on the part of any of the parties hereto, anything herein to the contrary
• notwithstanding.
Section 14. Payments to Escrow Trustee. The Escrow Trustee shall be entitled
to payment and reimbursement for fees and for its services rendered hereunder and all advances,
counsel fees, and other expenses made or incurred by the Escrow Trustee in connection with such
services. The Escrow Trustee shall have no lien, security interest or right of set-off whatsoever upon
any of the moneys or investments in the Escrow Fund for the payment of fees and expenses for
services rendered by the Escrow Trustee under this Agreement.
Section 15. Escrow Trustee to Act as Trustee. The moneys held by the Escrow
Trustee in the Escrow Fund under this Agreement are to be held by it as a trustee for the sole and
•
:ODMA\PCDOCS\SBDOCS 1\24205\2 ' 13`
• exclusive benefit of the holders from time to time of the Prior Bonds and are to be used by the
Escrow Trustee, as trustee for such bondholders, only as set forth in this Agreement.
Section 16. Permitted Acts. The Escrow Trustee and its affiliates may become
the owner of or may deal in the Prior Bonds as fully and with the same rights as if it were not the
Escrow Trustee.
Section 17. ,_ ,Unclaimed Monevs. Upon termination hereof in accordance with
Section 18 hereof, any moneys then held by the Escrow Trustee under the terms hereof shall be
transferred and applied in accordance with Section 8 hereof.
Section 18. Term. This Agreement shall commence upon its execution and
delivery and shall terminate when the Prior Bonds have been paid and discharged in accordance with
the provision of the resolution and the Prior Trust Indenture and all duties and obligations of the
• Escrow Trustee pursuant to this Agreement have been fulfilled and satisfied, and any remaining
moneys, together with any increment thereto and interest earned thereon in the Escrow Fund have
been transferred by the Escrow Trustee to the 1998 Sinking Fund in accordance with Section 8
hereof. If any Prior Bonds are not presented for payment, the Escrow Trustee shall retain funds for
that purpose in accordance with the provisions therefor contained in the Prior Trust Agreement and
in accordance with Indiana law.
Section 19. Agreement Binding. All the covenants, promises and agreements in
this Agreement contained by or on behalf of the Authority or by or on behalf of the Escrow Trustee
shall bind and inure to the benefit of their respective successors and assigns, whether so expressed
or not.
•
::ODMA\PCDOCS\SBDOCS 1\24205\2 -14'
• Section 20. Amendment. This Agreement is made for the benefit of the Authority
and the holders from time to time of the outstanding Prior Bonds and it shall not be repealed,
revoked, altered or amended without the written consent of all such holders, the Escrow Trustee and
the Authority; provided, however, that the Authority and the Escrow Trustee may, without the
consent of, or notice to, such bondholders enter into such agreements supplemental to this
Agreement as shall not adversely affect the rights. of such bondholders and shall not be inconsistent
with the terms and provisions of this Agreement, for any one or more of the following purposes:
(a) to cure any ambiguity or formal defect or omission in the Agreement;
(b) to grant to or confer upon the Escrow Trustee for the benefit of the holders
of the Prior Bonds any additional rights, remedies, powers or authority that may lawfully be granted
to or conferred upon the Escrow Trustee; and
• (c) to sever any provision deemed illegal.
The Escrow Trustee shall be entitled to rely exclusively upon an opinion of nationally
recognized bond counsel with respect to compliance with this Section 20.
Section 21. Severability. If any one or more of the covenants or agreements
provided in this Agreement on the part of the Authority or-the Escrow Trustee to be performed
should be determined by a court of competent jurisdiction to be contrary to law, such covenant or
agreement shall be deemed and construed to be severable therefrom and shall in no way affect the
validity of the remaining provisions of this Agreement.
Section 22. Counterparts; Headings. This Agreement may be executed in
several counterparts, all or any of which shall be regarded for all purposes as one original and shall
•
::ODMA\PCDOCS\SBDOCS (\2420512 ' 1 ~'
• constitute and be but one and the same instrument. The paragraph headings used in this instrument
are for convenience of reference only.
Section 23. Governing Law. This Agreement shall be construed in accordance
with and governed by the laws of the State of Indiana and the Escrow Trustee hereby consents to the
jurisdiction of the courts of the State of Indiana.
~~*~~
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::ODMA\PCDOCS\SBDOCS 1\24205\2 ° l 6°
• IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized officers and their corporate seals to be hereunto affixed and
attested as of the date first above written.
SOUTH BEND REDEVELOPMENT AUTHORITY
By~
(Wr' ignature
Carolvn V. Pfotenhauer
(Printed Signature)
President, Board of Directors
ATTEST:
f'~
( ritten Signature
Jose Alvarez
(Printed Signature)
Secretary-Treasurer, Board of Directors
• NORWEST BANK INDIANA, N.A.
(SEAL) By:
(Written Signature)
(Printed Signature)
(Title)
ATTEST:
(Written Signature)
(Printed Signature)
(Title)
•
::ODMA\PCDOCS\SBDOCS 1\2420512 -17-
• STATE OF INDIANA )
SS:
COUNTY OF ST. JOSEPH )
Before me, the undersigned, a Notary Public in and for said County and State, this
day of G-~o~ , 1998, personally appeared Carolyn V. Pfotenhauer and Jose Alvarez,
personally known to me to be the President and Secretary-Treasurer, respectively, of the Board of
Directors of South Bend Redevelopment Authority, and acknowledged the execution of the
foregoing Agreement for and on behalf of said Authority.
WITNESS my hand and notarial seal.
Writt~~~i~LIIVGER
?JQTA:ti~ 1sUr~iIC SxATE OF ii~;t7z.l~NA
ST. JC3'.iEi't 16..UUd'^J7'Y
(SEAL) "~4Y ~4~~~Iv~I~=C~IV I~X~P. ~EHTZ688
(Printed Signature)
Notary Public
My commission expires
• My county of residence is
•
::ODMA\I'CDOCS\SBDOCS 1\24205\2 -1 g-
• .STATE OF INDIANA )
SS:
COUNTY OF ALLEN )
Before me, the undersigned, a Notary Public in and for said County and State, this
_ day of , 1998, personally appeared and ,
respectively, of Norwest Bank Indiana, N.A., and acknowledged the execution of the foregoing
Agreement for and on behalf of said Bank.
WITNESS my hand and notarial seal.
(Written Signature)
(SEAL)
(Printed Signature)
Notary Public
• My commission expires _
My county of residence is
This instrument prepared by Randolph R. Rompola, BAKER & DANIELS, 205 West Jefferson
Boulevard, Suite 250, South Bend, Indiana 46601.
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:ODMA\PCDOCS\SBDOCS 1\24205\2 -19-
•
EXHIBIT A
PRIOR BONDS PRINCIPAL AND INTEREST
MATURITY REDEMPTION AND INTEREST PAYMENT SCHEDULE
•
Maturity,
Redemption and
Interest Payment
Dates
:ODMA\PCDOCS\SBDOCS 1 \24205\2
Principal
A-1
Interest and
Redemption
Premium
Annual Debt
Service
• EXHIBIT B
GOVERNMENTAL OBLIGATIONS
Maturity Principal
Date Amount Interest
C7
n
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::ODMA\PCDOCS\SBDOCSl\24205\2 B-1
•
EXHIBIT C
NOTICE OF INVESTMENT
IN UNITED STATES TREASURY CERTIFICATES --
STATE AND LOCAL GOVERNMENT SERIES
Notice is hereby given to the holders of the "South Bend Redevelopment Authority
Lease Rental Revenue Bonds (Blackthorn Golf Course Project)" dated October 1, 1992 (the
"Refunded Bonds"), that the South Bend Redevelopment Authority in South Bend, Indiana (the
"Authority"), adopted Resolution No. entitled "Resolution of the South Bend
Redevelopment Authority Authorizing the Issuance of the South Bend Redevelopment Authority
Lease Rental Revenue Refunding Bonds of 1998, (Blackthorn Golf Course Project) and Other
Related Matters" on October 19, 1998,(the "Refunding Bond Resolution"), by which Refunding --
Bond Resolution the Authority authorized the issuance of bonds designated as "South Bend
Redevelopment Authority Lease Rental Revenue Refunding Bonds of 1998 (Blackthorn Golf Course
Project)" (the "Refunding Bonds"). The proceeds of the Refunding Bonds are to be used to advance
refund the Refunded Bonds.
Pursuant to an Irrevocable Escrow Deposit Agreement entered into by and between
the Authority and Norwest Bank Indiana, N.A., as Escrow Trustee (the "Escrow Trustee") and dated
as of November 1, 1998, the Authority has directed the Escrow Agent to provide such notice or
notices of redemption as required by the Trust Agreement for the Refunded Bonds entered into
between the Authority and the Escrow Agent, as trustee for the Refunded Bonds, and dated as of
October 1, 1992 (the "Refunded Bonds Trust Agreement"), sufficient to redeem the outstanding
Refunded Bonds on March 1, 2001 (the "Redemption Date"). Pursuant to the Escrow Agreement,
•
:ODMA\PCDOCS\SBDOCS I\24205\2 C' 1
. the Authority has directed the Escrow Trustee to invest $ on , 1998, in United
States Treasury Securities--State and Local Government Series ("SLGS Certificates") which amount
represents a portion of the proceeds received from the sale of the Refunding Bonds and a portion of
funds available under the Refunded Bonds Trust Agreement. The SLGS Certificates are in the
principal amounts, bear interest in the amounts mature on the dates as fully set forth below:
Maturity Principal Interest
Date Amount Amount
NORWEST BANK INDIANA, N.A.
•
•
By:
Printed:
Title:
[To be published in the Daily Bond Buyer within 30 days of purchase of the SLGS Certificates
pursuant to Section 8.01 of the Refunded Bonds Trust Agreement.]
::ODMAIPCDOCS\SBDOCS 1124205\2 C"2
CONTINUING DISCLOSURE
UNDERTAHING AGREEMENT
This UNDERTAKING AGREEMENT (the "Agreement") is made as of November 1,
1998, between the South Bend Redevelopment Authority, a public body corporate and politic,
organized and existing under I.C. 36-7-14.5 (the "Authority"), the South Bend Redevelopment
Commission, the governing body of the Department of Redevelopment and the Redevelopment
District of the City of South Bend, Indiana (the "Commission") (both the Authority and the
Commission are collectively referred to herein as the "Obligor") and Norwest Bank Indiana, N.A.,
a banking and financial institution organized under the laws of the United States of America (the
"Counterparty"), for the purpose of permitting [, on tiehalf of
itself and certain other underwriters] (the "Underwriter[s]"), to purchase the South Bend
Redevelopment Authority Lease Rental Revenue Refunding Bonds of 1998 (Blackthorn Golf Course
Project), dated 1, 1998 (the "Bonds"), issued pursuant to a Trust Agreement dated as of
November 1, 1998, between the Authority and Norwest Bank Indiana, N.A., as trustee (the "Trust
Agreement"), in compliance with the Securities and Exchange Commission ("SEC") Rule 15c2-12
(the "SEC Rule") as published in the Federal Register on November 17, 1994.
WHEREAS, the Authority has issued its Bonds pursuant to the Trust Agreement; and
• WHEREAS, pursuant to a Lease Agreement, between the Authority, as lessor, and
the Commission, as lessee, dated as of July 1, 1992, as amended by an Addendum to Lease dated
as of October 2, 1998, and as further amended by an Addendum to Lease dated as of 1,
1998 (collectively, the. "Lease"), the Commission is required to pay lease rentals, which rentals will
be used to pay the principal and interest due on the Bonds; and
WHEREAS, the Commission is an Obligated Person (as defined in the SEC Rule)
because the lease rental payments due under the lease are the only source of funds (other than bond
proceeds held under the Trust Agreement) pledged to pay the principal and interest due on the
Bonds;
NOW, THEREFORE, it is agreed by the parties hereto as follows:
Section 1. Definitions. The words and terms defined in this Agreement shall have
the meanings herein specified. Those words and terms not expressly defined herein shall have the
meanings assigned to them in the SEC Rule.
(1) "Bondholder" or "holder" or any similar term, when used with reference to
a bond or Bonds, means any person who shall be the registered owner of any
outstanding Bond, including the holders of beneficial interests in the Bonds.
•
::ODMA\PCDOCS\SBDOCS 1 \24503\ i
(2) "Final Official Statement" means the Official Statement, dated as of
1998, relating to the Bonds, including any document included
by specific reference to such document previously provided to each NRMSIR
and to the Indiana state information depository then in existence, if any
("SID"), or filed with the Municipal Securities Rulemaking Board ("MSRB").
(3) "NRMSIR" means a nationally recognized municipal securities information
repository which is designated as such at any point in time by the SEC. The
current NRMSIR's are listed on Exhibit A attached hereto.
(4) "Obligated Person" means any person, including an issuer of municipal
securities, who is either generally or through an enterprise, fund, or account
of such person committed by contract or other arrangement to support
payment of all or part of the obligations on the Bonds (other than providers
of municipal bond insurance, letters of credit, or other credit or liquidity
facilities). All Obligated Persons with respect to the Bonds currently are
identified herein.
Section 2. Obligated Persons. The Obligor hereby warrants and represents as of the
date hereof that the Obligor is the only Obligated Person with respect to the Bonds. If the Obligor
is no longer committed by contract or other arrangement to support payment of the obligations on
. the Bonds, the Obligor shall no longer be considered an Obligated Person within the meaning of the
SEC Rule and the continuing obligation under this Agreement to provide annual financial
information and notices of events shall terminate with respect to the Obligor. If the Obligor is no
longer considered an Obligated Person within the meaning of the SEC Rule, the Obligor shall file,
or cause to be filed with each NRMSIR, the SID and the MSRB a written notice that it is no longer
an Obligated Person. In the. event that any entity subsequently becomes an Obligated Person with
respect to the Bonds, the Obligor agrees to use its best efforts (so long as it continues to be an
Obligated Person with respect to the Bonds) to cause such other entity to enter into a written
undertaking to comply with the disclosure requirements of the Obligated Person set forth herein.
Section 3. Term. The term of this Agreement is from the date hereof to the earlier
of (i) the date of the last payment of principal of and interest on the Bonds, or (ii) the date the Bonds
are defeased under the Trust Agreement, or (iii) the date of rescission as described in Section 12.
Section 4. Provision of Financial Information. (a) The Obligor hereby undertakes
to provide the following financial information:
(1) To each NRMSIR and to the SID, when and if available, the audited financial
statements of the City of South Bend, Indiana (the "City") as prepared and
examined by the State Board of Accounts for such twelve (12) month or
::ODMA\PCDOCS\SBDOCS 1\24503U "2"
twenty-four (24) month period, beginning with the twenty-four (24) month
period ending December 31, 1998, together with the opinion of such
accountants and all notes thereto, within sixty (60) days of receipt from the
State Board of Accounts; and
(2) To each NRMSIR and to the SID, within 180 days of the close of each fiscal
year of the City, beginning with the calendar year ending December 31, 1998,
unaudited annual financial information for the City for such calendar year
including (i) unaudited financial statements of the City if audited financial
statements are not then available; and (ii) operating data of the type included
,under the following headings in Appendix B to the Final Official Statement ,:
(collectively, the "Annual Information"):
APPENDIX B
- Direct Debt and Overlapping Debt
- Direct Debt Issuance Limitation
- Record of Taxes Levied and Collected
- Assessed Valuation
- Largest City Taxpayers
- Total Tax Rates 1
(b) To the extent the Annual Information or audited financial statements relating
. to the City referred to in paragraph (a) of this Section 4 is included in a final official statement (as
that term is defined in paragraph (f)(3) of the SEC Rule) dated within one hundred twenty (120) days
prior to the due date for such information for any fiscal year and filed with each NRMSIR, the SID,
and the MSRB, the Obligor shall have been deemed to have provided that information as of the due
date for the immediately preceding fiscal year as required by paragraphs (a)(1) and (2) of this
Section 4.
(c) If any Annual Information or audited financial statements relating to the City
referred to in paragraph (a) of this Section 4 no longer can be generated because the operations to
which they related have been materially changed or discontinued, a statement to that effect, provided
by the Obligor to each NRMSIR and to the SID, along with any other Annual Information or audited
financial statements required to be provided under this Agreement, shall satisfy the undertaking to
provide such Annual Information or audited financial statements. To the extent available, the
Obligor shall cause to be filed along with the other Annual Information or audited financial
statements operating data similar to that which can no longer be provided.
(d) The disclosure shall be accompanied by a certificate of an authorized
representative of the Obligor in the form of Exhibit B attached hereto.
::ODMA\PCDOCS\SBDOCSI\24503\i -3-
(e) Annual Information or audited financial statements required to be provided
pursuant to this Section 4 may be provided by a specific reference to such Annual Information or
audited financial statements already prepared and previously provided to each NRMSIR and the SID,
or filed with the SEC; however, if such document is a final official statement, it must also be
available from the MSRB.
C]
•
Section 5. Accountin Principles. The financial information will be prepared on a
cash basis as prescribed by the State Boazd of Accounts, as in effect from time to time, as described
in the auditors' report and notes accompanying the audited financial statements of the City or those
mandated by state. law from time to time. The audited financial statements of the City, as described
in Section 4(a)(1) hereof, will be prepazed in accordance with ..generally accepted accounting
principles and Government Auditing Standazds issued by the Comptroller General of the United
States.
Section 6. Material Events. The Obligor undertakes to disclose in a timely manner
the occurrence of only the following events, if material (which determination of materiality shall be
made by the Obligor in accordance with the standards established by federal securities laws), to each
NRMSIR or to the MSRB, and to the SID:
(1) principal and interest payment delinquencies;
(2) non-payment related defaults;
(3) unscheduled draws on debt service reserves reflecting financial difficulties;
(4) unscheduled draws on credit enhancements reflecting financial difficulties;
(5) substitution of credit or liquidity providers, or their failure to perform;
(6) adverse tax opinions or events affecting the tax-exempt status of the Bonds;
(7) modifications to the rights of Bondholders;
(8) Bond calls (other than schedule mandatory sinking fund redemptions for
which notice is given in accordance with the Trust Agreement);
(9) defeasances;
(10) release, substitution or sale of property securing repayment of the Bonds; and
(11) rating changes.
The disclosure shall be accompanied by a certificate of an authorized representative
of the Obligor in the form of Exhibit C attached hereto.
Section 7. Notice to Counterpartv. The Obligor hereby agrees to provide to the
Counterparty a copy of any Annual Information, audited financial statements, material event notice,
or notice of failure to disclose Annual Information which it files or causes to be filed under
Sections 4, 6 and 9 hereof, respectively, concurrently with or prior to such filing. Except as provided
in Section 11 hereof, the Counterparty's receipt of any information, statements or notices pursuant
::ODMA\PCDOCS\SBDOCS 1\24503\l _Gl_
to this Section 7 shall impose on the Counterparty no duties of disclosure or dissemination with
respect to such information or notices.
Section 8. Use of Agent. The Obligor may, at its sole discretion, utilize an agent (the -
"Dissemination Agent") in connection with the dissemination of any information required to be
provided by the Obligor pursuant to the terms of this Agreement. If a Dissemination Agent is
selected for these purposes, the Obligor shall provide prior written notice thereof (as well as notice
of replacement or dismissal of such agent) to the Counterparty and to each NRMSIR, the SID, and
the MSRB.
Further, the Obligormay, at its sole discretion, retain counsel or others with expertise
insecurities matters for the purpose of assisting the Obligor in making judgments with respect to the
scope of its obligations hereunder and compliance therewith, all in order to further the purposes of
this Agreement.
Section 9. Failure to Disclose. If, for any reason, the Obligor fails to provide the
audited financial statements or Annual Information as required by this Agreement, the Obligor shall
provide notice of such failure in a timely manner to each NRMSIR or to the MSRB, and to the SID.
Section 10. Remedies. (a) The purpose of this Agreement is to enable the
Underwriters to purchase the Bonds by providing for an undertaking by the Obligor in satisfaction
• of the SEC Rule. This Agreement is solely for the benefit of the holders of the Bonds and creates
no new contractual or other rights for, nor can it be relied upon by, the SEC, underwriters, brokers,
dealers, municipal securities dealers, potential customers, other Obligated Persons or any other third
party. The sale: remedy against the Obligor for any failure to carry out any provision of this
Agreement shall be for specific performance of the Obligor's disclosure obligations hereunder and
not for money damages of any kind or in any amount or for any other remedy. The Obligor's failure
to honor its covenants hereunder shall not constitute a breach or default of the Bonds, the Trust
Agreement or any other agreement to which the Obligor is a party.
(b) Subject to paragraph (e) of this Section 10, in the event the Obligor fails to
provide any information required of it by the terms of this Agreement, any holder of Bonds may
pursue the remedy set forth in the preceding paragraph in any court of competent jurisdiction in the
county in which the Obligor is located. An affidavit to the effect that such person is a holder of
Bonds supported by reasonable documentation of such claim shall be sufficient to evidence standing
to pursue this remedy.
(c) Subject to paragraph (e) of this Section 10, any challenge to the adequacy of
the information provided by the Obligor by the terms of this Agreement may be pursued only by
holders of not less than 25% in principal amount of Bonds then outstanding in any court of
competent jurisdiction in the county in which the Obligor is located. An affidavit to the effect that
::ODMA\PCDOCS\SBDOCS 1\245030 'S'
• such persons are holders of Bonds supported by reasonable documentation of such claim shall be
sufficient to evidence standing to pursue the remedy set forth in the preceding paragraph.
(d) The Counterparty, upon indemnification satisfactory to it and demand by
those persons it reasonably believes to be holders of Bonds, may also pursue the remedies set forth
in pazagraph (b) above in any court of competent jurisdiction in the county in which the Obligor is
located. The Counterparty shall have no obligation to pursue any remedial action in the absence of
a valid demand from holders of Bonds and indemnification satisfactory to it.
(e) Prior to pursuing any remedy under this Section, a holder of Bonds or the
Counterparty shall give notice to the Obligor and the Counterparty, via registered or certif ed mail,
• •- of such breach and its intent to pursue such remedy. Fifteen (15) days after mailing of such notice,
and not before, a holder of Bonds or the Counterparty may pursue such remedy under this Section.
The Obligor's failure to honor its covenants hereunder shall not constitute a breach or default of the
Bonds, the Trust Agreement, the Lease or any other agreement to which the Obligor is a party.
Section 11. Counterparty's Obli ations. The Counterparty hereto shall have no
obligation to take any action whatsoever with respect to information provided or required to be
provided by the Obligor under this Agreement, except (i) as set forth in this Section 11 and (ii) any
obligations arising from the Counterparty serving as a Dissemination Agent, and no implied
covenants or obligations shall.be read into this Agreement against the Counterparty. Further, except
as set forth in this Section 11, the Counterparty hereto shall have no responsibility to ascertain the
• truth, completeness, accuracy or timeliness of the information provided as required hereunder by the
Obligor or the City, or otherwise to determine whether any such information or notices are or have
been provided in compliance with the SEC Rule or the requirements of this Agreement.
The Counterparty may, at its sole discretion, retain counsel or others with expertise
in continuing disclosure matters for the purpose of assisting the Counterparty in making judgments
with respect to the scope of its obligations hereunder and compliance therewith.
If the Counterparty has not received the Annual Information by the date which is
ten (10) days before the date set forth in Section 4(a)(2) of this Agreement, the Counterparty shall
notify the Obligor, via registered or certified mail, that it has not received such Annual Information.
However, a failure by the Counterparty to provide (or any delay in providing) any notice required
by this paragraph shall not: (i) operate to relieve the Obligor of its obligation to provide the Annual
Information in the manner and within the time specified in this Agreement; or (ii) constitute a
defense for the Obligor, or the basis for any claim, counterclaim, cross-claim or third-party claim
by the Obligor, in any action brought pursuant to Section 10 of this Agreement or otherwise.
Nothing contained in this paragraph shall operate to grant any additional rights or remedies to any
holder of Bonds.
::ODMA~PCDOCS\SBDOCSI\24503\1 -6-
• The Counterpariy hereto shall be obligated to, and hereby agrees that it will, within
five (5) business days after the date required by Section 4(a)(2) of this Agreement, forward to those
persons or entities scheduled to receive Annual Information a notice substantially in the form of
Exhibit D attached hereto in the event that the Counterparty has not received a copy of such Annual
Information; provided, however, that the Counterparty shall not give such notices as described in this
paragraph and the immediately preceding paragraph if the Obligor has provided the Counterparty
with notice that the Obligor has issued notice pursuant to Section 9 hereof.
Section 12. Resignation and Removal of CounterpartX. The Counterparty may resign
in its capacity under this Agreement at any time by giving written notice thereof to the Obligor. So
long as the Obligor has not failed to honor its obligations as set forth in Sections 4, 6 and 9 hereof,
the Obligor may remove the Counterparty in its capacity under this Agreement at any time by giving
written notice thereof to the Counterparty. Upon such resignation or removal, the Obligor shall
promptly appoint a successor Counterparty.
Section 13. Indemnification. To the extent permitted by law, the Obligor releases
the Counterparty from, agrees that the Counterparty shall not be liable for, and agrees to indemnify
and hold the Counterparty harmless from, any liability for, or expense (including but not limited to
reasonable attorney fees) resulting from, or any loss or damage that may be occasioned by, any cause
whatsoever pertaining to this Agreement or the actions taken or to be taken by any Obligated Person
or the Counterparty under this Agreement, except the gross negligence or willful misconduct of the
Counterparty. The obligations of the Obligor under this Section 13 shall survive the resignation or
• removal of the Counterparty and payment of the Bonds.
Section 14. Modification of Agreement. The Obligor and the Counterparty may,
from time to time, amend or modify this Agreement without the consent of or notice to the holders
of the Bonds if either (a)(i) such amendment or modification is made in connection with a change
in circumstances that arises from a change in legal requirements, change in law or change in the
identity, nature or status of the Obligor, or type of business conducted, (ii) this Agreement, as so
amended or modified, would have complied with the requirements of the SEC Rule on the date
hereof, after taking into account any amendments or interpretations of the SEC Rule, as well as any
change in circumstances, and (iii) such amendment or modification .does not materially impair the
interests of the holders of the Bonds, as determined either by (A) the Counterparty, the trustee under
the Trust Agreement or nationally recognized bond counsel or (B) an approving vote of the holders
of the Bonds pursuant to the terms of [Article _] of the Trust Agreement at the time of such
amendment or modification; or (b) such amendment or modification (including an amendment or
modification which rescinds this Agreement) is permitted by the SEC Rule, as then in effect.
Section 15. Interpretation Under Indiana Law. It is the intention of the parties hereto
that this Agreement and the rights and obligations of the parties hereunder shall be governed by and
construed and enforced in accordance with, the law of the State of Indiana.
::ODMA\PCDOCS\SBDOCS 1\245030 '7"
• Section 16. Severability Clause. In case any provision in this Agreement shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions
shall not in any way be affected or impaired thereby.
Section 17. Successors and Assigns. All covenants and agreements in this
Agreement made by the Obligor and the Counterparty shall bind their successors, whether so
expressed or not.
Section 18. Notices. All notices required to be given under this Agreement shall be
made at the following addresses:
If to the Obligor: City of South Bend Redevelopment Commission
c/o Ann E. Kolata
Executive Director, Department of Redevelopment
1200 City-County Building
227 W. Jefferson Boulevard
South Bend, IN 46601
If to the Counterparty: Norwest Bank Indiana, N.A.
111 E. Wayne
Fort Wayne, IN 46801-6642
•
*****
• ::ODMA\I'CDOCS\SBDOCSI\24503U -g-
• IN WITNESS WHEREOF, the undersigned have caused this Continuing Disclosure
Undertaking Agreement to be executed as of the date first above written.
SOUTH BEND REDEVELOPMENT AUTHORITY -
President
ATTEST:
,~ r ~"
S re -Treasurer
SOUTH BEND REDEVELOPMENT COMMISSION
President
ATTEST:
•
Secretary
NORWEST BANK INDIANA, N.A.
As Counterparty Only
By:
(SEAL) Its:
ATTEST:
By:
Its:
::ODMA\PCDOCS\SBDOCS 1\245030 '9'
•
Bloomberg Municipal Repositories
P.O. Box 840
Princeton, NJ 08542-0840
Phone: (609) 279-3200
Fax: (609) 279-5962
E-mail: Munis@Bloomberg.com
DPC Data, Inc.
One Executive Drive
Fort Lee, NJ 07024
Phone: (201) 346-0701
Fax: (201) 947-0107
e-mail: nrmsir@dpcdata.com
Kenny Information Systems, Inc.
65 Broadway - 16th Floor
New York, NY 10006
Attn: Kenny Repository Service
• Phone: (212) 770-4595
Fax: (212) 797-7994
Thompson NRMSIR
Attn: Municipal Disclosure
395 Hudson Street, 3ra Floor
New York, NY 10014
Phone: (800) 689-8466
Fax: (212) 989-2078
E-mail: Disclosure@Muller.com
EXHIBIT A
NRMSIRs
• ::ODMA\PCDOCS\SBDOCSI\24503U
EXHIBIT B
CERTIFICATE RE: ANNUAL FINANCIAL INFORMATION DISCLOSURE
The undersigned, on behalf of the South Bend Redevelopment Authority and South
Bend Redevelopment Commission, as the collective Obligor under the Continuing Disclosure
Undertaking Agreement, dated ,1998 (the "Agreement"), between the Obligor
and Norwest Bank Indiana, N.A., as Counterparty, hereby certifies that the information enclosed
herewith constitutes the Annual Information (as defined in the Agreement) which is required to be
provided pursuant to Section 4(a)(2) of the Agreement.
Dated:
SOUTH BEND REDEVELOPMENT AUTHORITY
By:
President
ATTEST:
• By: ~_
Sec t -Treasurer
By:
By:
ATTEST:
Secretary
SOUTH BEND REDEVELOPMENT COMMISSION
President
• ::ODMA\PCDOCS\SBDOCSI\24503\i
• EXHIBIT C
CERTIFICATE RE: MATERIAL EVENT DISCLOSURE
SOUTH BEND REDEVELOPMENT AUTHORITY
By:
• President
ATTEST:
~~
By:
c tart'-Treasurer
By:
ATTEST:
By:
Secretary
• ::ODMA\PCDOCS\SBDOCSI\24503U
The undersigned, on behalf of the South Bend Redevelopment Authority and South
Bend Redevelopment Commission, as collective Obligor under the Continuing Disclosure
Undertaking Agreement, dated ,1998 (the "Agreement"), between the Obligor and
Norwest Bank Indiana, N.A., as Counterparty, hereby certifies that the information enclosed
herewith constitutes notice of the occurrence of a material event which is required to be provided
pursuant to Section 6 of the Agreement.
Dated:
SOUTH BEND REDEVELOPMENT COMMISSION
President
• EXHIBIT D
NOTICE TO REPOSITORIES OF FAILURE TO FILE INFORMATION
Notice is hereby given that the South Bend Redevelopment Authority and South Bend
Redevelopment Commission (collectively referred to as the "Obligor") has not provided to Norwest
Bank Indiana, N.A., as Counterparty to the Continuing Disclosure Undertaking Agreement, dated
1998 (the "Agreement"), between the Obligor and the Counterparty, the Annual
Information as required by Section 4(a)(2) of the Agreement.
Dated:
NORWEST BANK INDIANA, N.A.,
as Counterparty
.]
::ODMA\PCDOCS\SBDOCSI\24503\1
NEW ISSUE NOTICE OF INTENT TO BID: November 6,1998 4:00 P.M. E.S.T.
BOOK-ENTRY-ONLY BOND SALE: Upon 24 hours' notice
RATINGS: Standard & Poor's "_"
Moody's "_
Fitch IBCA"_
(See "RATINGS" herein.)
OFFICIAL STATEMENT DATED OCTOBER ,1998
*
$6,245,000
SOUTH BEND REDEVELOPMENT AUTHORITY
Lease Rental Revenue Refunding Bonds of 1998
(Blackthorn Golf Course Project)
Dated: November 1,1998 Due: March 1, as shown below
Interest: Interest payable March 1 and September 1
beginning March 1,1999
The Lease Rental Revenue Refunding Bonds of 1998 (Blackthorn Golf Course Project), (the "Refunding Bonds') will be issued by the South Bend
Redevelopment Authority (the "Authority") in accordance with a Trust Agreement (the "Agreement") by and between the Authority and Norwest Bank Indiana,
N.A., Fort Wayne, Indiana, as trustee (the "Trustee'), and pursuant to Indiana Code 36-7-14.5, as amended (the "Act") and will bear interest from November 1,
1998 and will mature on the dates and in the principal amounts set forth below. The Refunding Bonds are being issued by the Authority to provide funds for the
advance refunding of the Authority's Lease Rental Revenue Bonds of 1992 (Blackthorn Golf Course Project) (the "1992 Bonds'), to lower required lease rental
payments and to pay expenses incidental to the issuance of the Refunding Bonds. The Refunding Bonds will be issued in fully registered form in the
denomination of $5,000, or any integral multiple thereof. Interest will be payable on March 1 and September 1 of each year, beginning March 1,1999.
When issued, the Refunding Bonds will be registered in the name of Cede & Co., as nominee for The Depository Trust Company, New York, New York
("DTC"). Purchases of beneficial interests in the Refunding Bonds will be made in book-entry-only form. Purchasers of beneficial interests ixt the Refunding Bonds
(the "Beneficial Owners') will not receive physical delivery of certificates representing their interests in the Refunding Bonds. Interest together with the principal of
and redemption premium, if any, on the Refunding Bonds will be paid directly to DTC, so long as the Refunding Bonds are held in book-entry-only form. Payment
of the final disbursements of interest on the Refunding Bonds, together with the principal of and redemption premium, if any, on the Refunding Bonds to the
Beneficial Owners will be the responsibility of DTC, the DTC Participants and the Indirect Participants, all as defined and more fully described herein. (See
"DESCRIPTION OF THE REFUNDING BONDS - Book-Entry-Only System' herein.)
The Refunding Bonds are payable as to principal, redemption premium, if any, and interest from the rental payments under a Lease between the Authority as
lessor, and South Bend Redevelopment Commission (the "Commission°), as lessee dated as of , as amended (the "Lease'). The Commission is
obligated to make lease payments semi-annually as required by Indiana Code 36-7-14-27, to make an annual appropriation and levy a tax at a rate to provide
sufficient money to pay such lease payments from unlimited ad valorem taxes on all taxable property in the South Bend Redevelopment District (the "District"). The
lease rental payments to be paid by the Commission during the term of the Lease will be in amounts sufficient to pay the principal of and interest on the Refunding
~ds.
Maturity Principal Maturity Principal
Date Amount* Date Amount*
3/1/99 $ 145,000 3/1/07 $ 465,000
3/1/00 190,000 3/1/08 485,000
3/1/01 240,000 3/1/09 505,000
3/1/02 305,000 3/1/10 525,000
3/1/03 365,000 3/1/11 550,000
3/1/04 415,000 3/1/12 575,000
3/1/05 430,000 3/1/13 605,000
3/1/06 445,000
The Refunding Bonds constitute an indebtedness of the Authority payable in accordance with and secured by terms and pledges contained in the Trust
Agreement. Funds for the payment of principal and interest on the Refunding Bonds shall be paid from fixed, semi-annual lease rental payments (the "Lease
Rental") from the Commission to the Trustee in accordance with the Lease. The Lease Rental will be paid from unlimited ad valorem property taxes levied on
all taxable property in the District (an area with boundaries coterminous to the City of South Bend) in an amount which together with Project-related Revenue
(as defined herein) will be equal to the Lease Rental. (See "SECURITY AND SOURCES OF PAYMENT FOR THE REFUNDING BONDS" herein.)
IN CONNECTION WITH ANY ACQUISITION OF THE REFUNDING BONDS BY FINANCIAL INSTTTUTIONS, THE REFUNDING BONDS HAVE
NOT BEEN DESIGNATED "QUALIFIED TAX-EXEMPT OBLIGATIONS" FOR PURPOSES OF SECTION 265(b)(3) OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED.
TAX EXEMPTION
In the opinion of Baker & Daniels, South Bend, Indiana, Bond Counsel, under existing laws, interest on the Refunding Bonds is excludable from gross income
under Section 103 of the Internal Revenue Code of 1986, as amended, for federal income tax purposes. Such exclusion is conditioned on continuing compliance with
the Tax Covenants (hereinafter defined). In the opinion of Baker & Daniels, South Bend, Indiana under existing laws, regulations, judicial decisions and rulings,
interest on the Refunding Bonds is exempt from income taxation in the State of Indiana for all purposes except the Indiana financial institutions tax and the Indiana
inheritance tax. See "TAX MATTERS" herein.
LEGAL OPINION
Legal matters incident to the authorization and issuance of the Refunding Bonds are subject to the approving opinion of Bond Counsel substantially in the form
set forth in APPENDIX D. This opinion will also be printed on the Refunding Bonds. Certain legal matters will be passed upon for the Commission and the
Authority by their Attorney.
The Authority has authorized the distribufion of this Official Statement to prospective purchasers and other interested parties. The Authority has designated this Official
., atement as a "nearly final" Official Statement as of the date hereof, subject Eo the inclusion of certain additional information to be determined at the time of the award of the
Refunding Bonds.
This cover page contains certain information for quick reference only. It is not a summary of the issue. Investors must read the entire Official Statement to obtain information
essential to the making of an informed investment decision.
* Approximate Amount
•
The information contained in this Official Statement, which includes the cover page,
summary statement and appendices, has been obtained from South Bend Redevelopment
Authority (the "Authority"), the South Bend Redevelopment Commission (the
"Commission"), the City of South Bend, Indiana (the "City") and other sources that are
deemed reliable. No representation or warranty is made, however, as to the accuracy or
completeness of such information. This Official Statement is submitted in connection
with the sale of securities as referred to herein and may not be reproduced or be used, in
whole or in part, for any other purpose. The delivery of this Official Statement at any time
does not imply that information herein is correct as of any time subsequent to its date.
No dealer,. salesman or any other person has been authorized by the Commission or the
Authority to give any information or to make any representation other than as contained in
the Official Statement in connection with the offering described herein and, if given or
made, such other information or representation must not be relied upon.
This Official Statement does not constitute an offer of any securities other than those
described on the cover page or an offer to sell or a solicitation of an offer to buy in any
jurisdiction to any person in which such offer, solicitation or sale would be unlawful.
Upon issuance, the Refunding Bonds will not be registered by the Authority under the
Securities Act of 1933, as amended, or any state securities law and will not be listed on any
stock or securities exchange. The Authority has not applied to the Securities Exchange
Commission or any other federal or state authority for review of the adequacy of disclosures
made in this Official Statement.
SOUTH BEND REDEVELOPMENT AUTHORITY
Carolyn V. Pfotenhauer
President
Matt Kahn
Vice President
Jose A. Alvarez
Secretary-Treasurer
SOUTH BEND REDEVELOPMENT COMMISSION
Robert W. Hunt
President
Michael Donoho, Vice President
Philip J. Faccenda
MAYOR
Stephen J. Luecke
COMMON COUNCIL
Sean Coleman
President
James Aranowski
John Broden
Andrew Ujdak
John Hosinski
CITY CONTROLLER
M. Catherine Roemer
CITY ATTORNEY
Richard A. Nussbaum, II
FINANCIAL ADVISOR
Crowe, Chizek and Company LLP
Indianapolis, Indiana
•
Eugenia S. Schwartz, Secretary
Hardie Blake
Charlotte Pfeifer
David Varner
Roland Kelly
Rod Sniadecki
CITY CLERK
Loretta Duda
BOND COUNSEL
Baker & Daniels
South Bend, Indiana
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111
SOUTH BEND REDEVELOPMENT AUTHORITY
Lease Rental Revenue Refunding Bonds of 1998
• (Blackthorn Golf Course Project)
TABLE OF CONTENTS
Page
SUMMARY STATEMENT ..................................................................................................... 1
NOTICE OF INTENT TO SELL ............................................................................................ 3
OFFICIAL STATEMENT
INTRODUCTORY STATEMENT .......................................................................................
DESCRIPTION OF THE REFUNDING BONDS ..............................................................
THE REFUNDING PROGRAM .......................................................:.................................
ESTIMATED SOURCES AND USES OF FUNDS ............................................................
SECURITY AND SOURCES OF PAYMENT FOR THE REFUNDING BONDS .........
THE AUTHORITY ................................................................................................................
RATINGS ...............................................................................................................................
LITIGATION .........................................................................................................................
VERIFICATION OF MATHEMATICAL CALCULATIONS .........................................
• LEGAL OPINIONS AND ENFORCEABILITY OF REMEDIES .....................................
TAX MATTERS .....................................................................................................................
ORIGINAL ISSUE DISCOUNT ..........................................................................................
DISCUSSION OF YEAR 2000 PROBLEM .........................................................................
CONTINUING DISCLOSURE ............................................................................................
CONCLUDING STATEMENTS .........................................................................................
APPENDIX A -General Information .................................................................................... A-1
APPENDIX B -Debt And Taxation ....................................................................................... B-1
APPENDIX C -Summary Of Certain Provisions Of The Lease And
Summary Of Certain Provision Of The Indenture ................................ C-1
APPENDIX D -Form Of Bond Counsel Opinion ................................................................ D-1
APPENDIX E -Bid Form ......................................................................................................... E-1
•
iv
•
SUMMARY STATEMENT
SOUTH BEND REDEVELOPMENT AUTHORITY
Lease Rental Revenue Refunding Bonds of 1998
(Blackthorn Golf Course Project)
r1
~J
r~
(This Summary Statement contains certain information which has been summarized for quick reference only and
does not purport to represent the significant matters contained in documents described and exhibited elsewhere
herein. Prospective investors should read the complete Official Statement including the Appendices.)
Issuer ......................................................................... South Bend Redevelopment Authority (the "Authority")
Securities Offered ................................................... $6,245,000* Lease Rental Revenue Refunding Bonds of 1998
(Blackthorn Golf Course Project) (the "Refunding Bonds")
Bonds Presently Outstanding ............................... See APPENDIX B - SOUTH BEND REDEVELOPMENT
AUTHORITY DEBT AND TAXATION for a complete listing of
all outstanding debt of the Authority.
Security ..................................................................... The Refunding Bonds are payable as to principal, redemption
premium, if any, and interest from rent payable to Norwest
Bank Indiana, N.A., Fort Wayne, Indiana, as trustee (the
"Trustee'), by the South Bend Redevelopment Commission
(the "Commission'), as lessee, under a lease of certain
property. Funds for the lease rental will be generated from
unlimited ad valorem property taxes levied on all taxable
property within the South Bend Redevelopment District in an
amount which together with Project-related Revenue (as
defined herein) will be equal to the lease rental. See
"SECURITY AND SOURCES OF PAYMENT FOR THE
REFUNDING BONDS" herein.
Ratings ......................................................................
Ratings of the Refunding Bonds being offered herein have
been applied for by the Authority. The Authority has
furnished to bond rating agencies, at their request,
supplemental information relating to the finances of the
Authority which has not been included in this Official
Statement. There is no assurance that said agencies will grant
ratings; nor what ratings may be granted; nor for what
definitive period such ratings would be in effect, changed or
withdrawn.
Notice of Intent to Bid ..............................
Notice of Sale Date .................................................
Anticipated Closing Date .....................................
Dated Date ..............................................................
Interest Payment Dates ..............................
* Approximate Amount
Submitted by November 6, 1998 at 4:00 P.M. E.S.T. (See
"NOTICE OF INTENT TO SELL" herein.)
To be provided to interested bidders not less than 24 hours
before sale. Anticipated to be November 10, 1998 10:00 A.M.
E.S.T.
The Authority anticipates delivery of the Refunding Bonds on
or about November 24,1998.
November 1,1998
March 1 and September 1, commencing March 1,1999.
-1-
•
•
Maturity Dates ....................................................:..
Lease Payment Dates ....................................
Redemption .............................................................
serial Bonds =March 1, 1999 and annually thereafter to
March 1, 2013, inclusive; provided, however, that upon the
election of the successful bidder, any of the Refunding Bonds
may be issued as term bonds subject to mandatory sinking
fund redemption at 100% of face value in accordance with the
maturity schedule set forth on the cover of this Official
Statement (subject to change as provided in the "NOTICE OF
INTENT TO SELL" herein.)
Semi-annually on February 25 and August 25. Lease rental
commences on February 25,1999
The Refunding Bonds maturing on or after March 1, 2007, may
be redeemed prior to maturity at the option of the Authority,
in whole or in part, in whole multiples of $5,000 by the
Trustee, in any order of maturity determined by the Authority
and by lot within maturities, on any date not earlier than
March 1, 2006 at face value plus accrued interest to the
redemption date plus the following premiums expressed as a
percentage of the principal amount to be redeemed:
2% if redeemed on March 1, 2006 or thereafter on or before
February 28, 2007
1% if redeemed on March 1, 2007 or thereafter on or before
February 29, 2008; or
0% if redeemed on March 1, 2008 or thereafter prior to
maturity.
Other Terms and Conditions ................................ The Refunding Bonds are issuable only as fully registered
bonds and when issued will be registered in the name of Cede
& Co., as nominee for-the Depository Trust Company, New
York, New York. Purchases of beneficial interests in the
Refunding Bonds will be made in book-entry-only form, in the
denomination of $5,000 or any integral multiple thereof.
Good Faith Funds ...................................................
Bank Eligibility .......................................................
Each bid shall be enclosed in a sealed envelope addressed to
the Secretary-Treasurer of the Authority. The Refunding
Bonds will be sold at a price of not less than 99% of the par
value thereof and shall bear interest at a rate or rates not to
exceed 7% per annum. The Bonds will be awarded to the
bidder offering the lowest net interest cost.
$62,450 certified or cashiers check or financial surety bond
payable to the order of the South Bend Redevelopment
Authority.
The Refunding Bonds have not been designated "qualified tax-
exempt obligations' for purposes of Section 265(b)(3) of the
Internal Revenue Code of 1986, as amended.
Use of Proceeds ....................................................... The Refunding Bonds are being issued for the advance
refunding of the Authority's Lease Rental Revenue Bonds of
1992 (Blackthorn Golf Course Project) (the "1992 Bonds"), to
lower required lease rental payments and to pay expenses
incidental to the issuance of the Refunding Bonds.
_2_
• NOTICE OF INTENT TO SELL
$6,245,000
(Estimated)
SOUTH BEND REDEVELOPMENT AUTHORITY
LEASE RENTAL REVENUE REFUNDING BONDS OF 1998
(BLACKTHORN GOLF COURSE PROJECT)
Upon not less than twenty-four (24) hours' notice given by telephone or facsimile by or on
behalf of the South Bend Redevelopment Authority (the "Authority") the Secretary-Treasurer of
the Authority will receive or cause to be received in the office of the Authority, 1200 County-
City Building, South Bend, Indiana, and consider sealed bids for the purchase of the lease rental
revenue bonds of the Authority designated as "South Bend Redevelopment Authority Lease
Rental Revenue Refunding Bonds of 1998 (Blackthorn Golf Course Project) (the "Bonds"), in the
estimated aggregate principal amount of Six Million Two Hundred Forty-five Thousand and
00/100 Dollars ($6,245,000.00), bearing interest at a rate or rates not exceeding seven percent
(7.0%) per annum (the exact rate or rates to be determined by bidding), which interest shall be
.payable on March 1, 1999, and semiannually thereafter on September 1 and March 1 of each
year. Please note that the Authority is not required to, and shall not be deemed by virtue of this
notice, to have elected to comply with the public sale provisions of the Indiana Code. Award of
the Bonds will be made as further described hereinbelow.
The Bonds will be issued in fully registered form in the denominations of $5,000 or an
integral multiple thereof not exceeding the aggregate principal arnounfi of the Bonds maturing
in any year, will be originally dated as of the first day of the month in which they are originally
delivered, will be numbered consecutively, and will mature serially on March 1, in the years
and estimated amounts as follows:
Year Amount Year Amount
1999 $145,000 2006 $445,000
2000 190,000 2007 465,000
2001 240,000 2008 485,000
2002 305,000 2009 505,000
2003 365,000 2010 525,000
2004 415,000 2011 550,000
2005 430,000 2012 575,000
2013 605,000
Following the receipt of bids and determination of the successful bidder, the Authority
reserves the right to resize the principal maturities of the Bonds to provide sufficient funding of
the escrow account that will be established to refund the bonds hereinbelow described. THE
AUTHORITY RESERVES THE RIGHT TO INCREASE OR DECREASE THE INDIVIDUAL
PRINCIPAL AMOUNT OF THE BONDS MATURING IN THE YEARS 1999 THROUGH 2013
• BY AN AMOUNT NOT TO EXCEED $100,000 PER MATURITY. IN NO EVENT SHALL THE
RESIZING OF THE PRINCIPAL MATURITIES OF THE BONDS CAUSE THE TOTAL
PRINCIPAL AMOUNT OF THE BONDS TO BE ISSUED TO EXCEED $7,000,000.
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• It is anticipated that the final total principal amount of the Bonds and the final principal
amount of each maturity for the Bonds will be communicated to the successful bidder by 3:00
p.m. (South Bend time) on the date of the sale. The changes made to the total principal amount
and the principal amount of each maturity for the Bonds will be made only as necessary to
effect the refunding described herein, but the coupon rates specified by the successful bidder
for all maturities will not change. The successful bidder may not withdraw its bid as a result of
any changes made within these limits.
Principal payments on the Bonds will be payable at the principal office of Norwest Bank,
N.A., Fort Wayne, Indiana, as Trustee under the Trust Agreement (defined below) (the
"Trustee"). Payments of interest on the Bonds will be paid by check or draft mailed one
business day prior to the interest payment date to the person in whose name each Bond is
registered on the fifteenth day of the month immediately preceding the interest payment date.
The Bonds may be transferred or exchanged at the principal office of the Trustee subject to the
terms and conditions of the Trust Agreement dated as of the first day of November, 1998 (the
"Trust Agreement"), pursuant to which the Bonds are being issued.
Bonds maturing on or after March 1, 2007, may be redeemed prior to rnattxrity at the
option of the Authority in whole or in part, in .whole multiples. of .$5,000,. in order of maturities
selected by the Authority and by lot within maturities, on any date not earlier than March 1,
2006, at a price equal to the applicable percentage set out below of the principal amount of the
Bonds so redeemed plus interest accrued on the Bonds so redeemed to the date fixed for
• redemption:
Redemption Period
(Both Dates. Inclusive) Redemption Price
March 1, 2006, through February 28, 2007 102%
March 1, 2007, through February 29, 2008 101
March 1, 2008, and thereafter 100%
The Bonds may be aggregated into one or more term bonds payable from mandatory
sinking fund redemption payments (the "Term Bonds") at the option of the successful bidder
which option must state a maturity or maturities of the Term Bonds of March 1. The Term
Bonds shall be subject to mandatory sinking fund redemption prior to maturity at a redemption
price equal to one hundred percent (100%) of the principal amount thereof, plus accrued
interest to the redemption date, but without premium, on March 1 of each year in the principal
amounts corresponding to and consistent with the maturity schedule for the Bonds set forth
herein (subject to change as provided herein). Official notice of such redemption shall be given
pursuant to the terms and conditions of the Trust Agreement.
Any person interested in submitting a bid for the Bonds must furnish in writing to the
Authority, Crowe Chizek, 2000 Market Tower, 10 West Market Street, Indianapolis, Indiana
46204-2976, telephone (317) 269-6680, facsimile (317) 635-6127, on or before 4:00 p.m. (EST),
November 6, 1998, the person's name, address and telephone number. The person may also
• furnish a telex or facsimile number. The undersigned Secretary-Treasurer will cause each
person so registered to be notified of the date and time bids will be received not less than
24 hours before the date and time of sale. The notification shall be made by telephone at the
-4-
• number furnished by such person and also by telex or facsimile if a telex or facsimile number
has been furnished.
Each bid must be for all of the Bonds and must state the rate or rates of interest therefor,
not exceeding seven percent (7.0%) per annum. All bids for the Bonds shall be sealed in an
envelope marked "Bid for South Bend Redevelopment Authority Lease Rental Revenue
Refunding Bonds of 1998 (Blackthorn Golf Course Project)," and shall be presented to the
Authority at the principal office of the Authority, and the Authority shall continue to receive all
bids offered until the hour fixed for the sale of the Bonds, at which time and place each of such
bids shall be opened and considered. Bidders for the Bonds shall be required to name the rate
or rates of interest which the Bonds are to bear, not exceeding seven percent (7.0%) per annum.
Such interest rate or rates must be multiples of one-eighth (1/8) or one-twentieth (1/20) of one
percent (1.0%). The interest rate on Bonds of a given maturity must be at least as great as the
interest rate on Bonds of the preceding maturity. Bids specifying more than one interest rate
must also specify the maturity year of the Bonds bearing each rate, and all Bonds maturing on
the same date shall bear the same single rate of interest. Subject to the provisions contained
below, the Authority. shall award the Bonds to the bidder offering the lowest net interest cost to
the Authority on the principal amounts of the Bonds indicated hereinabove, to be determined
by computing the total interest on all Bonds from the date thereof to their maturities and
deducting therefrom the premium bid, if any, or adding thereto the amount of any discount, if
any. Although not a term of sale, it is requested that each bid show the-net dollar interest cost
to final maturity and the net effective average interest rate on the entire issue.
No conditional bid or bids for less than ninety-nine percent (99.0%) of the par value of the
Bonds, plus accrued interest at the rate or rates named to the date of delivery, will be
considered. If the principal amount of the Bonds is adjusted, the purchase price of the Bonds
shall be adjusted accordingly. The Authority shall have full right to reject any and all bids. In
the event that the Authority does not award the Bonds to a bidder on the date of the sale, the
Authority reserves the right to negotiate with any underwriter thereafter.
Each bid must be sealed in an envelope marked "Bid for South Bend Redevelopment
Authority Lease Rental Revenue Refunding Bonds of 1998 (Blackthorn Golf Course Project)."
Each bid must be on a form approved by the Authority, without additions, alterations or
erasures. Each bid must be accompanied by a certified or cashier's check or a Financial Surety
Bond in the amount of one percent (1 %) of the principal amount of the Bonds. If a check is
drawn, such check must be drawn on a bank or trust company which is insured by the Federal
Deposit Insurance Corporation (the amount of the check or Surety Bond is hereafter referred to
as the "Deposit"). In either case, the Deposit shall be made payable to the "South Bend
Redevelopment Authority," to be held as a guarantee on the performance of the bid if the same
be accepted or be immediately returned if the bid is not accepted. If a Financial Surety Bond is
used, it must be from an insurance company, and such bond must be submitted to the
Authority prior to the opening of the bids. The Financial Surety Bond must identify each
bidder whose Deposit is guaranteed by such Financial Surety Bond. If the Bonds are awarded
to a bidder utilizing a Financial Surety Bond, then that purchaser is required to submit its
Deposit to the Authority in the form of a certified or cashier's check (or wire transfer such
amount as instructed by the Authority) not later than 3:00 p.m. (E.S.T.) on the next business
day following the award. If such Deposit is not received by that time, the Financial Surety
Bond may be drawn upon by the Authority to satisfy. the Deposit requirements. No interest on
the Deposit will accrue to the successful bidder. In the event the bidder to whom said Bonds
-5-
are awarded shall fail or refuse to comply with the provisions of the bid and this notice, such
Deposit shall become the property of the Authority and shall be taken and considered as
liquidated damages of the Authority on account of such failure or refusal. The checks of
unsuccessful bidders will be returned immediately following the award of the Bonds.
The successful bidder will be required to make payment for the Bonds in Federal Reserve
or other immediately available funds and accept delivery of the Bonds within five (5) days after
being notified that the Bonds are ready for delivery, at a bank designated by the Authority.
Any premium bid and accrued interest must be paid in cash at the time of delivery as a part of
the purchase price for the Bonds. The Bonds will be ready for delivery within thirty (30) days
after the date on which the award is made, and if not deliverable within that period, the
successful bidder will be entitled to rescind the sale and the Deposit will be returned. Any
notice of rescission must be in writing. At the request of the Authority, the successful bidder
shall furnish to the Authority, before delivery of the Bonds, a certificate in form satisfactory to
the Authority as to the initial public offering price of the Bonds.
It is anticipated that CUSIP identification numbers will be .printed on the Bonds (at the
expense of the successful bidder), but neither the failure to print such numbers on any Bonds
nor any error with respect thereto shall constitute cause for a failure or refusal by the successful
bidder to accept delivery of and pay for the Bonds.
At the time of delivery of the Bonds the approving legal opinion of Baker & Daniels, bond
counsel, of South Bend, Indiana, as to the validity of the Bonds, together with a transcript of
• Bond proceedings, the printed Bonds with such legal opinion printed thereon, and closing
certificates in the customary form showing no litigation, will be furnished to the successful
bidder at the expense of the Authority.
The Authority was organized in compliance with IC 36-7-14.5, for the purpose of
financing local public improvements, including the Project (as defined in the Trust Agreement)
for lease to the South. Bend Redevelopment Commission (the "Commission") and the
construction of which .Project the Authority financed with the proceeds of its lease rental
revenue bonds issued in 1992 which bonds are to be refunded with the proceeds of the Bonds
hereinabove described. All actions have been taken in compliance with the provisions of
IC 36-7-14, IC 36-7-14.5 and IC 5-1-5. The Bonds will be secured by the Trust Agreement, and
the Bonds will be issued pursuant to the terms and provisions of said Trust Agreement and a
resolution of the Authority entitled "Resolution of the South Bend Redevelopment Authority
Authorizing the Issuance of the South Bend Redevelopment Authority Lease Rental Revenue
Refunding Bonds of 1998 (Blackthorn Golf Course Project) (the "Bond Resolution").
The property referred to in the Trust Agreement has been leased to the Commission at the
rental amounts set forth in such lease, payable on such dates and subject to the terms as set
forth in the lease. The funds for the payment of the lease rental will be generated by the
Redevelopment District of the City of South Bend from unlimited ad valorem property taxes
assessed throughout said District. After the sale of the Bonds, the lease shall be amended to
reduce the rental payments due under the lease.
All bidders shall be deemed to be advised as to the provisions of the above-mentioned
Trust Agreement, Bond Resolution and lease and the provisions of the aforesaid Indiana Code.
-6-
The Bonds constitute an indebtedness only of the Authority, payable in accordance with
the terms of the above-mentioned Trust Agreement and Bond Resolution and the provisions of
the aforesaid Indiana Code.
The Authority has authorized the preparation of an Official Statement to be dated October
26,1998, containing pertinent information relative to the Bonds, and said Official Statement will
serve as an Official Statement "deemed final" as of the date thereof pursuant to Rule 15c2-12 of
the Securities and Exchange Commission. For copies of the Official Statement and the Official
Bid Form or for any additional information prior to sale, any prospective purchaser is referred
to the Financial Advisor to the Authority, Crowe Chizek, 2000 Market Tower, 10 West Market
Street, Indianapolis, Indiana 46204-2976, telephone (317) 269-6680..
The Official Statement, when further supplemented by an addendum or addenda
specifying the interest rates of the Bonds, and any other information referred to in
paragraph (b)(1) of Rule 15c2-12 of the Securities and Exchange Commission, shall constitute a
"Final Official Statement" of the Authority with respect to the Bonds, as that term is defined in
Rule 15c2-12. By awarding the Bonds to any underwriter or underwriting syndicate submitting
an Official Bid Form therefor, the Authority agrees that, no more than seven (7) business days
after the date of such award, it shall provide without cost to the senior managing underwriter
of the syndicate to which the Bonds are awarded 75 copies of the Final Official Statement. The
Authority designates the senior managing underwriter of the syndicate to which the Bonds are
awarded as its agent for purposes of distributing copies of the Final Official Statement to each
Participating Underwriter. Any underwriter executing and delivering an Official Bid Form
• with respect to the Bonds agrees thereby that if its bid is accepted by the Authority (i) it shall
accept such designation and (ii) it shall enter into a contractual relationship with all
Participating Underwriters of the Bonds for purposes of assuring the receipt by each such
Participating Underwriter of the Final Official Statement.
The Bonds have not been designated as "qualified tax-exempt obligations" for purposes of
Section 265(b)(3) of the Internal Revenue Code of 1986, as amended.
If bids are submitted by mail, they should be addressed to the Authority, attention of Jose
Alvarez, Secretary-Treasurer, South Bend Redevelopment Authority, 1200 County-City
Building, South Bend, Indiana 46601.
Dated this 23=d day of October, 1998.
SOUTH BEND REDEVELOPMENT AUTHORITY
Jose Alvarez,
Secretary-Treasurer
[To be published in the South Bend Tribune, Tri-County News and the Court and
Commercial Record on October 23,1998, and October 30,1998.]
-7-
• OFFICIAL STATEMENT
$6,245,000*
SOUTH BEND REDEVELOPMENT AUTHORITY
Lease Rental Revenue Refunding Bonds of 1998
(Blackthorn Golf Course Project)
INTRODUCTORY STATEMENT
The purpose of this Official Statement, including the cover page, the Summary Statement
and the Appendices, is to provide information relating to the Lease Rental Revenue Refunding
Bonds of 1998 (the "Refunding Bonds") to be issued by the South Bend Redevelopment
Authority (the "Authority").
The Authority, a public body corporate and politic, was organized for the purpose of
financing and leasing local public improvements to the South Bend Redevelopment
Commission (the "Commission").
All financial and other information presented in this Official Statement has been provided
by sources deemed reliable and is intended to show recent historic information and is not
intended to indicate or project future or continuing trends in the financial position or other
affairs of the Authority or the Commission. No representation is made or implied hereby that
any past experience, as might be shown by the financial and other information, will necessarily
continue in the future.. References to provisions of Indiana law or the Indiana Constitution are
references to current provisions which maybe amended, repealed or supplemented.
DESCRIPTION OF THE REFUNDING BONDS
General
The Refunding Bonds are being issued pursuant to Indiana Code 36-7-14.5 (the "Act") and
in accordance with a Trust Agreement (the "Agreement") between the Authority and Norwest
Bank Indiana, N.A., Fort Wayne, Indiana, as trustee (the "Trustee'), to procure funds for the
advance refunding of the Authority's Lease Rental Revenue Bonds of 1992 (Blackthorn Golf
Course Project) (the "1992 Bonds'), to lower required lease rental payments and to pay
expenses incidental to the issuance of the Refunding Bonds. The Refunding Bonds shall be
issued in the aggregate principal amount of $6,245,000* in fully registered form and in the
denomination of $5,000 or any integral multiple thereof and shall bear interest at a rate or rates
to be determined by bidding. The Refunding Bonds shall mature on March 1 in the years and
amounts as shown on the cover of this Official Statement.
Interest on the Refunding Bonds is payable semi-annually on March 1 and September 1 of
each year, commencing March 1,1999. Interest will be calculated on the basis of a 360-day year
consisting of twelve 30-day months.
* Approximate Amount
-8-
• Book-Entry-Only S, sY tem
DTC will act as securities depository for the Refunding Bonds. The ownership of one fully
registered Refunding Bond for each maturity as set forth on the cover hereof, each in the
aggregate principal amount of such maturity, will be registered in the name of Cede & Co., as
nominee for DTC. DTC is alimited-purpose trust company organized under the laws of the
State of New York, a "banking organization' within the meaning of the New York Banking
law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of
the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the
provisions of Section 17A of the Securities Exchange Act of 1934, as amended. DTC was created
to hold securities of its participants (the "DTC Participants") and to facilitate the clearance and
settlement of securities transactions among DTC Participants in such securities through
electronic book-entry changes in accounts of the DTC Participants, thereby eliminating the need
of physical movement of securities certificates. DTC Participants include securities brokers and
dealers, banks, trust companies, clearing corporations and certain other organizations, some of
whom (or their representatives, or both) own DTC. Access to the DTC system is also available
to others such as banks, brokers, dealers and trust companies that clear through or maintain a
custodial relationship with a DTC Participant, either directly or indirectly (the "Indirect
Participants").
The DTC Participants shall receive a credit balance in the records of .DTC. The ownership
interest of each actual. purchaser of each Refunding Bond (the "Beneficial Owner") will be
recorded through the records of the DTC Participant. Beneficial Owners are expected to receive
a written confirmation of their purchase providing details of the Refunding Bond acquired
from the appropriate DTC Participants or Indirect Participant. Transfers of ownership interests
in the Refunding Bonds will be accomplished by book entries made by DTC and, in turn, by the
DTC Participants who act on behalf of the Beneficial Owners. Beneficial Owners will not
receive certificates representing their ownership interest in the Refunding Bonds.
So long as Cede & Co. is the registered owner of the Refunding Bonds, as nominee of DTC,
references herein to the Refunding Bond owners or registered .owners of the. Refunding Bonds
shall mean Cede & Co. and shall not mean the Beneficial Owners of the Refunding Bonds.
DTC may determine to discontinue providing its service with respect to the Refunding
Bonds at any time by giving notice to the Authority or its agent and discharging its
responsibilities with respect thereto under applicable law. 'The Authority may determine that
continuation of the system of book-entry transfers through DTC (or a successor securities
depository) is not in the best interest of the Beneficial Owners. In either such event, ownership
of each Refunding Bond will be transferred to such person or persons, including any other
clearing agency, as the holder of such Refunding Bond may direct. See "Revision of Book-
Entry-Only System."
The Authority and the Trustee will recognize DTC or its nominee as the bondholder for all
purposes, including without lunitation, the receiving of payment of the principal of and interest
on any Refunding Bonds, the receiving of notice and the giving of consent. Conveyance of
notices and other communications by DTC to DTC Participants, by DTC Participants to Indirect
Participants, and by DTC Participants and Indirect Participants to Beneficial Owners, will be
governed by arrangements among them, subject to any statutory and regulatory requirements
as may be in effect from time to time. DTC has no knowledge of the actual Beneficial Owners
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• of the Refunding Bonds. The Authority will not have any responsibility or obligation to any
DTC Participant or Indirect Participant, or any person on behalf of which, or otherwise in
respect of which, any such participant holds any interest in any Refunding Bonds, including,
without limitation, any responsibility or obligation to maintain accurate records of any interest
in any Refunding Bonds or any responsibility or obligation with respect to the receiving of
payment of principal of or interest on any Refunding Bonds, the receiving of notice or the
giving of consent.
Principal and interest payments on the Refunding Bonds will be made to DTC or its
nominee, Cede & Co., as registered owner of the Refunding Bonds. DTC's current practice is to
credit the accounts of the DTC Participants on a payable date in accordance with their
respective holdings shown on the records of DTC unless DTC has reason to believe that it will
not receive payment on a payable date. Payments by DTC Participants and Indirect
Participants to Beneficial Owners will be governed by standing instructions and customary
practices, as is now the case with municipal securities held for the accounts of customers in
bearer form or registered in "street name", and will be the responsibility of such DTC
Participant or Indirect Participant and not of DTC, or the Authority, subject to any statutory
and regulatory requirements as may be in effect from time to time. Payment of principal,
redemption premium and interest to DTC is the responsibility of the Authority or the Trustee
and disbursement of such payments to DTC Participants shall be the responsibility of DTC
Participants and Indirect Participants.
Certain of the information under "Book-Entry-Only System' has been extracted from a
report from DTC entitled "Book-Entry-Only Municipals'. No representation is made by the
• Authority as to the completeness or accuracy of such information or as to the absence of
material adverse changes in such information subsequent to the date thereof.
Revision of Sook-Entry-Only System.
In the event that either (1) the Authority receives notice from DTC to the effect that DTC is
unable or unwilling to discharge its responsibilities as a clearing agency for the Refunding
Bonds or (2) the Authority elects to discontinue its use of DTC as a clearing agency for the
Refunding Bonds, then the Authority will do or perform or cause to be done or performed all
acts or things, not adverse to the rights of the holders of the Refunding Bonds, as are necessary
or appropriate to discontinue use of DTC as a clearing agency for the Refunding Bonds and to
transfer the ownership of each of the Refunding Bonds to such person or persons, including.
any other clearing agency, as the holder of such Refunding Bonds may direct. Any expenses of
such a discontinuation and transfer, including any expenses of printing new certificates to
evidence the Refunding Bonds, will be paid by the Authority.
Redemption of Refundin Bg onds
Optional Redemption. The Refunding Bonds maturing on or after March 1, 2007 may be
redeemed prior to maturity at the option of the Authority in whole or in part, in any order of
maturity as selected by the Authority and by lot within maturities, on any date not earlier than
March 1, 2006. Redemption shall be at face value plus the following premiums expressed as a
percentage of principal amount to be redeemed:
2% if redeemed on March 1, 2006 or thereafter on or before February 28, 2007; or
1 % if redeemed on March 1, 2007 or thereafter on or before February 29, 2008; or
0% if redeemed on March 1, 2008 or thereafter prior to maturity;
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• plus accrued interest to the redemption date.
Selection of Refunding Bonds to be Redeemed. If less than all of the Refunding Bonds are
to be redeemed, then the Refunding Bonds will be redeemed in such order of maturity as
selected by the Authority and by lot within maturities.
Notice of Redemption; Payment of Redeemed Bonds. Notice of any optional or mandatory
sinking fund redemption will be mailed by first class mail by the Trustee not more than 60 days
nor less than 30 days prior to the date selected for redemption to the registered owners of all
Refunding Bonds to be redeemed at the address shown on the registration books of the Trustee
as of the date of mailing; provided, however, that failure to give such notice by mailing or a
defect in the notice or the mailing as to the Refunding Bonds will not affect the validity of any
proceedings for redemption as to any other Refunding Bonds for which notice is adequately
given. Notice having been mailed, the Refunding Bonds designated for redemption will, on the
date specified in such notice, become due and payable at the then applicable redemption price.
On presentation and surrender of such Refunding Bonds in accordance with such notice at the
place at which the same are expressed in such notice to be redeemable, such Refunding Bonds
shall be redeemed by the Trustee and any paying agent for that purpose. From and after the
date of redemption so designated, unless default is made in the redemption of the Refunding
Bonds upon presentation, interest on the Refunding Bonds designated for redemption will
cease.
Effect of Redemption. If the amount necessary to redeem any Refunding Bonds called for
• redemption has been deposited with the Trustee or any paying agent for the account of the
registered owner or registered owners of such Refunding Bonds on or before the date specified
for such redemption, and if the notice described above has been duly mailed or provision
satisfactory to the Trustee has been made for the giving and mailing of such notice, and if all
proper charges and expenses of the Trustee in connection with such redemption have been paid
or provided for, the Authority will be released from all liability on such Refunding Bonds and
such Refunding Bonds will no longer be deemed to be outstanding and interest thereon will
cease at the date specified for such redemption. Thereafter, such Refunding Bonds will not be
secured by the lien of the Indenture.
Registration of Refundin Bg onds
The Trustee will keep, at its principal corporate trust office, a record for the registration of
all Refunding Bonds issued under the Indenture. Each Refunding Bond is transferable only on
such record at the principal corporate trust office of the Trustee, at the written request of the
registered owner thereof or his/her attorney duly authorized in writing, upon surrender
thereof, together with a written instrument of transfer satisfactory to the Trustee duly executed
by the registered owner or his/her duly authorized attorney. The Authority, the Trustee and
any paying agent may deem and treat the person in whose name any Refunding Bond is
registered as the absolute owner of such Refunding Bond for the purpose of receiving payment
of or on account of the principal of said Refunding Bond and for all other purposes whatsoever.
Exchange or Transfer of Bonds
Registered owners of any Refunding Bonds issued under the Indenture may, upon
surrender thereof at the principal corporate trust office of the Trustee with a written instrument
of transfer satisfactory to the Trustee, exchange a Refunding Bond or Bonds of equal aggregate
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principal amount of the same maturity and interest rate of any authorized denominations. For
every exchange or transfer of such Refunding Bonds, the Trustee may make a charge sufficient
to reimburse it for any tax, fee or other governmental charge required to be paid with respect to
such exchange or transfer which must be paid by the person requesting such exchange or
transfer as a condition precedent to the exercise of the privilege of making such exchange or
transfer. The Trustee will not be obligated to make any transfer or exchange of any Refunding
Bond called for redemption within 30 days of the redemption date.
Mutilated, Destroyed, Stolen or Lost Bonds
In case any Refunding Bond issued under the Indenture is mutilated or is destroyed, stolen
or lost, the Trustee will certify and deliver in exchange for and in place and upon cancellation
of the mutilated Refunding Bond, or in lieu of and substitution for the same if destroyed, stolen
or lost, a new Refunding Bond of like denomination and tenor, but which, in the discretion of
the Trustee, may bear the same or a different serial number, be marked "Duplicate' or be
otherwise distinguished. In case of destruction, theft or loss, the applicant for a substituted
Refunding Bond must furnish to the Trustee evidence of the destruction of such Refunding
Bond so destroyed, which evidence is satisfactory to the Trustee, in their discretion, and said
applicant must also furnish indemnity satisfactory to it in its discretion. The Trustee shall have
the right to require the payment of the expense of making such replacement prior to the
delivery of a new Refunding Bond.
Additional Bonds
Additional Bonds may be issued on a parity with the Refunding Bonds subject to certain
• terms and limitations of the Indenture. Additional Bonds will be limited to amounts which can
be repaid, along with the Refunding Bonds, from lease rentals paid by the Commission
pursuant to the Lease.
THE REFUNDING PROGRAM
Pursuant to the terms of an escrow and defeasance agreement dated as of the date of
delivery (the "Escrow Agreement") entered into between the Authority and Norwest Bank
Indiana, N.A., as Escrow Trustee (the "Escrow Trustee"), the refunding will be accomplished
by (a) creating the Trust Account to be held by the Escrow Trustee for the holders of the 1992
Bonds being refunded and (b) depositing therein a sum of initial cash and certain Government
Obligations. The funds needed to make the initial cash deposit to the Trust Account and to
purchase the Government Obligations will be provided from the proceeds of the sale of the
Refunding Bonds.
The Government Obligations to be purchased and deposited with the Escrow Trustee will
bear interest at such rates and will be scheduled to mature at such times and in such amounts
so that, when paid according to their respective terms, sufficient moneys, together with any
amounts of cash on deposit with the Escrow Trustee, will be available to make full and timely
payment of the principal, premium and interest due with respect to the 1992 Bonds from and
after the date of delivery of the Refunding Bonds to and including March 1, 2001 at which Time
the 1992 Bonds maturing on or after March 1, 2002 will be called for redemption with all
interest due and a 2% redemption premium.
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The Escrow Trustee shall not sell any of the original Government Obligations unless: (a)
instructed to do so by the Authority, (b) the proceeds are reinvested in Government Obligations
which are sufficient to pay principal and interest on the 1992 Bonds as they become due, (c) an
opinion of an independent certified public accountant that the principal and interest on such
Government Obligations are sufficient to pay the principal and interest on the. 1992 Bonds as
they come due is furnished, and (d) an opinion of bond counsel is furnished to the Escrow
Trustee that such reinvestment will not cause the interest on the 1992 Bonds or the Refunding
Bonds to become subject to federal tax.
All moneys and Governmental Obligations on deposit with the Escrow Trustee, including
any earnings thereon, are pledged solely and irrevocably for the. benefit of the holders of the
1992 Bonds being refunded.
ESTIMATED SOURCES AND USES OF FUNDS
The Authority discloses the following sources and uses of funds excluding accrued interest.
Sources*
Lease Rental Refunding Revenue Bonds of 1998 $ 6,245,000
Total Sources of Funds $ 6,245,000
Uses*
Deposit to Escrow $ 6,106,211
Underwriter s Discount 62,450
Cost of Issuance 76,339
Total Uses of Funds $ 6,245,000
* Estimated, subject to change
SECURITY AND SOURCES OF PAYMENT FOR THE REFUNDING BONDS
The Refunding Bonds shall constitute an indebtedness of the Authority payable in
accordance with the terms of the Indenture and secured by the pledge and assignment to the
Trustee of the funds and accounts defined and described therein. The Indenture creates a
continuing pledge by the Authority to the bondholders to pay principal and interest on the
Refunding Bonds until the principal sum shall be fully paid.
Funds for the Lease Rental will be paid by the Commission directly to the Trustee (for the
account of the Authority) pursuant to the terms of a lease between the Authority, as lessor, and
the Commission, as lessee, dated as of July 1, 1992 as amended by the Addendum to Lease
dated (collectively, the "Lease"). The Lease Rental due under the Lease
commenced on .Lease Rental is payable semi-annually on each February 25
and August 25 thereafter.
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The Lease Rental to be paid by the Commission during the term of the Lease (as long as the
Project is available for use and occupancy) will be in amounts sufficient to pay the principal of
and interest on the Refunding Bonds. The Lease Rental is payable from unlimited ad valorem
taxes to be levied against all taxable property within the South Bend Redevelopment District
(the "District"). (See "SUMMARY OF LEASE" in APPENDIX C herein).
On December 22, 1997, the Indiana Tax Court ruled that the true tax value method of
valuing property for purposes of levying property taxes was unconstitutional and ordered
the State Board of Tax Commissioners and the Indiana General Assembly to develop a
valuation system based on an objective measure of property wealth. The Indiana Supreme
Court has accepted the State Board of Tax Commissioners' petition for review of the Tax
Court decision and has set the matter for oral argument on September 8,1998. The Tax Court
has ordered the State Board of Tax Commissioners to consider real world evidence of
property values presented to the State Board of Tax Commissioners by persons filing
appeals on or after May 11, 1999. The case affects only the valuation method and not the
ability of the Commission to levy an unlimited property tax to pay Lease Rentals. Neither
the Building Corporation, the Commission nor the City can predict the impact on property
tax collections (including Tax Increment), or the timing of, future judicial actions in this
case, or of legislation, regulations or rulings enacted to implement any subsequent ruling.
Moreover, neither the Authority, the Commission nor the City can predict the outcome, or
timing, of any subsequent actions by the Tax Court or the Indiana Supreme Court or the
General Assembly.
The Commission is obligated to make lease payments semi-annually as required by Indiana
'~ Code 36-7-14-27, to make an annual appropriation and tax levy at a rate to provide sufficient
money to pay such lease payments from unlimited ad valorem taxes on all taxable property in
the District. The lease rental payments to be paid by the Commission during the term of the
Lease will be in amounts sufficient to pay the principal of and interest on the Refunding Bonds.
While the above description is based upon the Indiana Code, the General Assembly may
make amendments to such statutes and, therefore, there is no assurance of future events.
The Commission intends to reduce tax levies to the extent that Project-related Revenue is
available in the Principal and Interest Account. Project-related Revenue that will be available
to the Commission includes revenues generated from the Blackthorn Golf Course, Tax
Increment collected in the Airport Economic Development Area, and funds from the sale of
Redevelopment Authority-owned land (together referred to as "Project-related Revenue' in
this Official Statement).
THE AUTHORITY
The Authority was organized under the laws of the State of Indiana as a public body
corporate and politic. The Authority was organized for the sole purpose of financing local
public improvements for lease to the Commission.
The officers of the Authority are Carolyn V. Pfotenhauer, Matt Kahn and Jose A. Alvarez.
None of the officers, directors or members of the Authority has or will receive any
compensation from the Authority or the Commission and none has any pecuniary interest in
the Refunding Bonds.
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• RATINGS
Ratings of the Refunding Bonds being offered herein have been applied for by the
Authority. The Authority has furnished to bond rating agencies, at their request, supplemental
information relating to the finances of the Authority which has not been included in this
Official Statement. There is no assurance that said agencies will grant ratings, nor what ratings
may be granted; nor for what definitive period such ratings would be in effect, changed or
withdrawn.
LITIGATION
To the knowledge of the Authority and the Commission, no litigation or administrative
action or proceeding is pending or threatened, restraining or enjoining, or seeking to restrain or
enjoin, the levy and collection of taxes to pay the rent to be paid under the Lease, or contesting
or questioning the proceedings or authority under which the Lease was authorized, or the
validity of the Lease. To the knowledge of the Authority and the Commission, no litigation or
administrative action or proceeding is pending or threatened concerning the issuance, validity
and delivery of the Refunding Bonds. Certificates to such effect will be delivered at the time of
the original delivery of the Refunding Bonds.
VERIFICATION OF MATHEMATICAL CALCULATIONS
Concurrently with the delivery of the Refunding Bonds, McGladrey & Pullen, a firm of
Certified Public Accountants, will deliver a report on the mathematical accuracy of
computations contained in schedules provided to them relating to (i) the cash flow from the
Qualified Obligations deposited in the Escrow Account for defeasance of the 1992 Bonds being
refunded and (ii) the yield on the Qualified Obligations and on the Refunding Bonds.
The report of McGladrey & Pullen will include the statement that the scope of its
engagement is limited. to verifying the mathematical .accuracy. of the computations contained in
such schedules provided to it and that it has no obligation to update its report because of events
occurring, or data or information coming to its attention, subsequent to the date of such report.
LEGAL OPINIONS AND ENFORCEABILITY OF REMEDIES
The various legal opinions to be delivered concurrently with the delivery of the Refunding
Bonds express the professional judgment of the attorneys rendering the opinions on the legal
issues explicitly addressed therein. By rendering a legal opinion, the opinion giver does not
become an insurer or guarantor of that expression of professional judgment, of the transaction
opined upon, or of the future performance of parties to such transaction. Nor does the
rendering of an opinion guarantee the outcome of any legal dispute that may arise out of the
transaction.
The remedies available to the bondholders upon a default under the Trust Agreement, or to
the Authority under the Lease, are in many respects dependent upon judicial actions which are
often subject to discretion and delay. Under existing constitutional and statutory law and
judicial decisions, including specifically Title 11 of the United States Code (the federal
bankruptcy code), the remedies provided in the Trust Agreement and the Lease may not be
readily available or may be limited. Under federal and State of Indiana (the "State")
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. environmental laws certain liens may be imposed on property of the Authority from time to
time, but the Authority has no reason to believe, under existing law, that any such lien would
have priority over the lien on the property taxes pledged to owners of the Refunding Bonds.
The various legal opinions to be delivered concurrently with the delivery of the Refunding
Bonds will be qualified as to the enforceability of the various legal instruments by limitations
imposed by the valid exercise of the constitutional powers of the State of Indiana and the
United States of America and bankruptcy, reorganization, insolvency or other similar laws
affecting the rights of creditors generally, and by general principles of equity (regardless of
whether such enforceability is considered in a proceeding in equity or at law).
These exceptions would encompass any exercise of federal, State or local police powers in a
manner consistent with the public health and welfare. Enforceability of the Trust Agreement
and the Lease in a situation where such enforcement may adversely affect public health and
welfare maybe subject to these police powers.
TAX MATTERS
In the opinion of Baker & Daniels, South Bend, Indiana ("Bond Counsel"), under existing
law, interest on the Refunding Bonds is excludable from gross income under section 103 of the
Internal Revenue Code of 1986, as amended and in effect on the date of delivery of the
Refunding Bonds (the "Code"), for federal income tax purposes. This opinion relates only to the
excludability from gross income of interest on the Refunding Bonds for federal income tax
purposes under section 103 of the Code and is conditioned on continuing compliance by .the
'~ Authority with the Tax Covenants (hereinafter defined). Failure to comply with the Tax
Covenants could cause interest on the Refunding Bonds to become includable in gross income
for federal income tax purposes retroactive to the date of issuance of the Refunding Bonds.
In the opinion of Bond Counsel, under existing laws, regulations, published rulings and
judicial decisions, interest. on the Refunding Bonds is exempt from taxation. in. the .State of
Indiana for all purposes except the Indiana financial institutions tax and the Indiana inheritance
tax.
The Code imposes certain requirements which must be met subsequent to the issuance of
the Refunding Bonds as a condition to the excludability from gross income of interest on the
Refunding Bonds for federal income tax purposes. Should the Refunding Bonds bear interest
that is not excludable from gross income for federal income tax purposes, the market value of
the Refunding Bonds would be materially and adversely affected. The Tax Covenants include
covenants that (i) the Authority will not take or fail to take any action with respect to the
Refunding Bonds, if such action or omission would result in the interest on the Refunding
Bonds becoming includable in gross income for federal income tax purposes under Section 103
of the Code, and the Authority will not act in any other manner which would adversely affect
such excludability of interest on the Refunding Bonds from gross income for federal income tax
purposes; (ii) the Authority will not make any investment or do any other act or thing during
the period that the Refunding Bonds are outstanding which would cause the Refunding Bonds
to be "arbitrage bonds" within the meaning of Section 148 of the Code; and (iii) if required by
the Code, the Authority will rebate any necessary amounts to the United States of America in
compliance with Section 148 of the Code.
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• The interest on the Refunding Bonds is not a specific preference item for purposes of the
federal individual or corporate alternative minimum taxes. However, interest on the
Refunding Bonds is included in calculating corporate alternative minimum taxable income.
Although Bond Counsel will render an opinion that interest on the Refunding Bonds is
excludable from federal gross income tax and exempt from taxation in the State of Indiana for
all purposes except the Indiana financial institutions tax and the Indiana inheritance tax, certain
Indiana state taxes, the accrual or receipt of interest on the Refunding Bonds may otherwise
affect a holder's federal income tax or state tax liability. The nature and extent of these and
other tax consequences will depend upon the holder's particular tax status and a holder's other
items of income or deduction. Taxpayers who may be affected by such other tax consequences
include, without limitation, financial institutions, certain insurance companies, S corporations,
certain foreign corporations, individual recipients of Social Security or railroad retirement
benefits, and taxpayers who may be deemed to have incurred (or continued) indebtedness to
purchase or carry the Refunding Bonds. Bond Counsel expresses no opinion regarding any
such other tax consequences. The foregoing does not purport to be a comprehensive discussion
of the tax consequences of owning the Refunding Bonds. Prospective purchasers of the
Refunding Bonds should consult their own tax advisers with regard to the other tax
consequences of owning the Refunding Bonds.
ORIGINAL ISSUE DISCOUNT
If initial public offering price of all or certain maturities the Refunding Bonds is less than the
principal amount payable at maturity, such Refunding Bonds will be considered. to be issued with
original issue discount (such Refunding Bonds, the "Discount Bonds"). The difference between
the initial public offering price of the Discount Bonds, as set forth on the cover page of this Official
Statement (assuming it is the first. price at which a substantial amount of that maturity is sold) (the
"Issue Price' for such maturity), and the amount payable at maturity of the Discount Bonds will
be treated as "original issue discount " A taxpayer who purchases a Discount Bond in the initial
public offering at the Issue Price for such maturity and. who holds such Discount Bond to maturity
may treat the full amount of original issue discount as interest which is excludable from the gross
income of the owner of that Discount Bond for federal income tax purposes and will not, under
present federal income tax law, realize taxable capital gain upon payment of the Discount Bond at
maturity.
The original issue discount on each of the Discount Bonds is treated as accruing daily over the
term of such Refunding Bond on the basis of the yield to maturity determined on the basis of
compounding at the end of each six-month period (or shorter period from the date of the original
issue) ending on March 1 and September 1 (with straight line interpolation between
compounding dates.)
Section 1288 of the Code provides, with respect to tax-exempt obligations such as the Discount
Bonds, that the amount of original issue discount accruing each period will be added to the
owner's tax basis for the Discount Bonds. Such adjusted tax basis will be used to determine
taxable gain or loss upon disposition of the Discount Bonds (including sale, redemption or
payment at maturity). Owners of Discount Bonds who dispose of Discount Bonds prior to
maturity should consult their tax advisors concerning the amount of original issue discount
accrued over the period held and the amount of taxable gain or loss upon the sale or other
disposition of such Discount Bonds prior to maturity.
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. As described above in "Tax Matters;' the original issue discount that accrues in each year to
an owner of a Discount Bond may result in certain collateral federal income tax consequences.
Owners of any Discount Bonds should be aware that the accrual of original issue discount in each
year may result in a tax liability from these collateral tax consequences even though the owners of
such Discount Bonds will not receive a corresponding cash payment until a later year.
Owners who purchase Discount Bonds in the initial public offering but at a price different
from the Issue Price for such maturity should consult their own tax advisors with respect to the
tax consequences of the ownership of the Discount Bonds.
The Code contains certain provisions relating to the accrual of original issue discount in the
case of subsequent purchasers of bonds such as the Discount Bonds. Owners who do not
purchase Discount Bonds in the initial offering should consult their own tax advisors with respect
to the tax consequences of the ownership of the Discount Bonds.
Owners of Discount Bonds should consult their own tax advisors with respect to the state and
local tax consequences of owning the Discount Bonds. It is possible under the applicable
provisions governing the determination of state or local income taxes accrued interest on the
Discount Bonds may be deemed to be received in the year of accrual even though there will not be
a corresponding cash payment until a later year.
DISCUSSION OF THE YEAR 2000 PROBLEM
Impact of the Year 2000 Issue. Every organization is faced with the potential problem on
January 1, 2000, when the calendars on computer hardware and software change from the year
1999 to the year 2000 and on certain other dates (for example, but not limited to, leap years and
September 9, 1999 i.e. 9/9/99) (the "Y2K Problem'). The Y2K Problem occurs when computer.
hardware and software that use dates where the date has been stored as two-digits misinterpret
the year 2000 to be "00", the word zero, 1900, or some other erroneous date. The actions that
will be initiated by computer hardware and software which are programmed in this manner
are uncertain. The Y2K Problem has the potential to affect entities like the Authority and the
City in several ways. For example, it could have an impact on the financial records of the
Authority and the City, and could result in a system failure or miscalculations causing
disruption of operations, including among other things, a temporary inability to process
transactions or engage in similar business activities, including those relating to accounting for
the Bonds. The Authority and the City have ordered hardware and software upgrades where
appropriate. Similarly, the Y2K Problem could affect St. Joseph County's and the State of
Indiana's accounting, operating, billing and bill paying abilities. The Y2K Problem may also
affect other institutions directly or indirectly related to the Bonds, including those insuring
timely payment of principal and interest on the Bonds. The Y2K Problem may adversely affect
the Registrar and Paying Agent and its ability to process payments, billings, funds and account
activities, and investments. Similarly, DTC and its Participants and Indirect Participants may
all be affected by the Y2K Problem, which may adversely affect their respective abilities to
process principal and interest payments on the Bonds.
While institutions are generally aware of the Y2K Problem and are generally working to
address and to prevent such problems, no assurances can be made that all such problems which
could have a material adverse effect on the Authority's and the City's operations or financial
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conditions will successfully be identified and resolved or that the Y2K Problem will not affect
• the Authority and the City or any other entity.
CONTINUING DISCLOSURE
Pursuant to continuing disclosure requirements promulgated by the Securities and
Exchange Authority in SEC Rule 15c2-12, as amended (the "Rule'), the Authority will enter into
a Continuing Disclosure Undertaking Agreement (the "Undertaking"), to be dated the date of
initial delivery of the Refunding Bonds, with Norwest Bank Indiana, N.A., as Counterparty.
Pursuant to the terms of the Undertaking, the Authority will agree to provide the following
information while any of the Bonds are outstanding:
Audited Financial Statements. To each nationally recognized municipal securities
information repository ("NRMSIR") then in existence and to the Indiana state information
depository then in existence, if any ("SID"), when and if available, the audited financial
statements of the City for such twelve (12) month or twenty-four (24) month period,
beginning with the twelve (12) month period ending December 31,1998 together with the
auditor's report and all notes thereto, within sixty days of receipt from the State Board of
Accounts; and
Financial Information in this Official Statement. To each NRMSIR then in existence and
to the SID, within 180 days of each December 31, beguining with the calendar year ending
December 31, 1998, unaudited annual financial information, including operating data of
• the type provided under the following headings in Appendix B of this Official Statement
(collectively, the "Annual Information').
Appendix B
Direct Debt and Overlapping Debt
Direct Debt Issuance Limitation
Record of Taxes Levied and Collected
Assessed Valuation
Largest City Taxpayers
Total Tax Rates
Event Notices In a timely manner, to each NRMSIR or to the Municipal Securities Rulemaking
Board (MSRB) and to the SID, notice of certain events listed in the Rule, if material with respect
to the Bonds (which determination of materiality shall be made by the Authority).
Failure to Disclose In a timely manner, to each NRMSIR or to the MSRB and to the SID, notice
of the Authority failing to provide the annual financial information as described above.
The Authority and the Counterparty may, from time to time, amend or modify the
Undertaking without the consent of or notice to the owners of the Refunding Bonds if either (a)
(i) such amendment or modification is made ixi connection with a change in circumstances that
arises from a change in legal requirements, change in law or change in the identity, nature or
• status of the Authority, or type of business conducted; (ii) the Undertaking, as so amended or
modified, would have complied with the requirements of the Rule on the date of execution of
the Undertaking, after taking into account any amendments or interpretations of the Rule, as
-19-
• well as any change in circumstances; and (iii) such amendment or modification does not
materially impair the interests of the holders of the Refunding Bonds, as determined either by
(A) the Counterparty, the trustee under the Trust Agreement or nationally recognized bond
counsel or (B) an approving vote of the holders of the Refunding Bonds pursuant to the terms
of the Trust Agreement at the time of such amendment or modification; or (b) such amendment
or modification (including an amendment or modification which rescinds the Undertaking) is
permitted by the SEC Rule then in effect.
The Authority may, at its sole discretion, utilize an agent in connection with the
dissemination of any annual financial information required to be provided by the Authority
pursuant to the terms of the Undertaking.
The purpose of the Undertaking is to enable the Underwriters to purchase the Refunding
Bonds by providing for an undertaking by the Authority in satisfaction of the Rule. The
Undertaking is solely for the benefit of the owners of the Refunding Bonds and creates no new
contractual or other rights for the SEC, underwriters, brokers, dealers, municipal securities
dealers, potential customers, other obligated persons or any other third party. The sole remedy
against the Authority for any failure to carry out any provision of the Undertaking shall be for
specific performance of the Authority's disclosure obligations under the Undertaking and not
for money damages of any kind or in any amount or any other remedy. The Authority's failure
to honor its covenants. under the Undertaking. shall not constitute a breach or default of the
Refunding Bonds, the Trust Agreement, the Lease or any other agreement.
• The Counterparty hereto shall have no obligation to take any action whatsoever with
.respect to information provided by the Authority under the Undertaking except any obligations
arising from the Counterparty serving as a dissemination agent, and no implied covenants or
obligations shall be read into the Undertaking against .the- Counterparty. Further, the
Counterparty shall have no responsibility to ascertain the truth, completeness or accuracy of the
information provided as required under the Undertaking by the Authority, nor as to its
sufficiency for purposes of compliance with the Rule or the requirements of the Undertaking.
CONCLUDING STATEMENTS
The foregoing summaries and statements in this Official Statement do not purport to be
complete and are expressly made subject to the exact provisions of the complete documents.
For details of all terms and conditions, prospective purchasers are referred to the Agreement
and the Lease which may be obtained from the Trustee.
Any statements in this Official Statement involving matters of opinion, whether or not
expressly so stated, are intended as such and are not presented as unqualified statements of
fact. The information contained herein has been carefully compiled from sources deemed
reliable and to the best knowledge and belief of the Authority, the Commission and the City
there are no untrue statements nor omissions of material facts in the Official Statement which
would make the statements and representations therein misleading.
Certain supplemental information concerning the Authority, the Commission and the City
• which is exhibited hereafter is considered part of this Official Statement.
-20-
The presentation of historical tax and other financial data exhibited elsewhere herein is
intended to show recent trends and conditions. There is no intention to represent by such data
that such trends will continue in the future, nor that any pending improvement or diminution
of local conditions is indicated thereby.
Crowe, Chizek and Company LLP has served as financial advisor to the Commission and
the Authority in connection with the sale of the Refunding Bonds. The financial advisor makes.
no representation as to the completeness or the accuracy of the information set forth in this
Official Statement. Inquiries concerning information with respect to the issuance of the Bonds
should be directed to said Crowe, Chizek and Company LLP, attention Jennifer Wilson (317)
269-6680 or by fax (317) 635-6127.
The execution of this Official Statement has been authorized by the Authority.
SOUTH BEND REDE LOPM NT AUTHORTTY
Carolyn V. Pf nhauer, Pre ' ent
Dated: October ~ ~ ,1998
•
-21-
APPENDIX A
GENERAL INFORMATION
Relative To
South Bend Redevelopment Authority
South Bend Redevelopment Commission
City Of South Bend
•
•
A-1
~~
GENERAL INFORMATION
District
The boundaries of the South Bend Redevelopment District (the "District") are coterminous
with the boundaries of the City of South Bend. The South Bend Redevelopment Commission
has the authority to levy an annual tax on all taxable property in the District.
Location
The City of South Bend is located in St. Joseph County in north central Indiana and near
the border of the State of Michigan. South Bend is approximately 140 miles north of
Indianapolis, Indiana and approximately 90 miles east of Chicago, Illinois.
Population-Employment
City of
St. Toseph County South Bend
•
Population 1950
1960
1970
1980
1990
205,058 115,911
238,614 132,445
244,827 125,580
241,617 109,727
247,052 105,511
Data reported by the U.S. Census Bureau.
•
Employment
Unemployment percentages for the South Bend MSA and the State of Indiana are set forth
in the table below.
State of South Bend MSA
Year Indiana South Bend MSA Labor Force
1990 5.3 % 5.9 % 124,680
1991 6.0 6.3 123,000
1992 6.6 7.0 124,350
1993 5.4 5.3 128,140
1994 4.9 4.4 134,210
1995 4.7 4.2 139,330
1996 4.1 4.0 135,840
1997 3.5 3.3 136,470
1998 -July 2.7 2.3 138,630
Source: Indiana Department of Work Force Development, Labor Market Information, Indianapolis, Indiana, in
cooperation with the U.S. Bureau of Labor Statistics.
A-2
• Taxes
Assessed Valuation: $619,151,749 for taxes payable in 1998.
Property Tax: $17.2427 for taxes assessed in 1997 payable in 1998 per $100 of assessed
valuation in the South Bend-Portage taxing district in St. Joseph County, before
property tax credit of 15.0791 % (paid by State from sales tax receipts). Household
goods are exempt.
Sales & Use Tax: 5% tangible personal property except food and prescription drugs.
Individual Adjusted Gross Income: 3.4% of earnings - $1,000 annual exemption allowed for
taxpayer and each dependent.
Excise Tax: Cigarettes -15.6 cents per package. Gasoline -15 cents per gallon.
Automobile Tax: Excise tax in lieu of personal property tax, based on initial retail price and
age of vehicle.
Hotel & Motel Tax: 6% additional sales tax on any overnight stay in South Bend.
County Economic Development Income Tax:.2% of adjusted gross income of St. Joseph
County resident taxpayers and certain non-resident St. Joseph County taxpayers.
County Option Income Tax:.2% of adjusted gross income of St. Joseph County resident
taxpayers and certain non-resident St. Joseph County taxpayers as of July 1,1998.
Education
Public Schools: The City of South Bend is served by the South Bend Community School
Corporation which has. a current enrollment of approximately 20,915. The School.
Corporation includes five high schools, five middle schools and 25 elementary
schools.
Colleges and Universities: Institutions of higher education in the Community,include'the
University of Notre Dame, St. Mary's College, Indiana University at South Bend,
Purdue University Statewide Technology Program, Bethel College, Holy Cross
College, Michiana. College, Davenport College, Tri-State University and. Ivy Tech
State College.
Transportation
Railroads: Six rail lines provide freight and passenger service to the City and the South
Shore passenger line runs from South Bend to Chicago. South Bend is also served
by AMTRAC.
Highways: I-80/90 (Indiana Toll Road); U.S. Highway 6, 20, 31 and 33; State Highways 2, 4,
23,104 and 331.
Trucking: Nearly 50 major interstate carriers travel through South Bend regularly.
Air: The Michiana Regional Transportation Center serves the City with nine carriers.
Chicago O'Hare Airport is approximately 100 miles from the City.
Bus: A municipal bus service (Transpo) is provided within the City.
Utilities
Electricity: American Electric Power Company
Gas: Northern Indiana Public Service
Water/Sewage: The City of South Bend Municipal Water and Sewer Utilities-
Telephone: Indiana Bell, an Ameritech Company
A-3
Community Data
Police Protection: South Bend Police Department.
Hospitals: There are three acute care hospitals in the South Bend area. Memorial Hospital
of South Bend has 526 beds; St. Joseph's Medical Center has 339 beds; Saint Joseph
Community Hospital has 117 beds.
Recreation: The City of South Bend offers many recreational facilities. The City has 35
playgrounds, 71 public parks providing swimming pools, softball and baseball
diamonds, tennis courts and one 9-hole and three 18-hole golf courses.
Cultural: The City of South Bend is the home of a minor league baseball team affiliated
with the Arizona Diamondbacks with games played in the. Stanley Coveleski
Regional Baseball Stadium (a 5,000 seat facility). The St. Joseph River runs through
the City providing boating activities. The East Race Waterway is a 2,000 yard man-
made rafting and kayaking course which flows adjacent to the St. Joseph River.
Other attractions include the South Bend Symphony, Morris Performing Arts
Center, Potawatomi Zoo, College Football Hall of Fame, Studebaker National
Museum, Northern Indiana Historical Museum, Copshaholm Historic House
Museum, Morris Conservatory and a 225,000 square foot convention and exhibit
center. Other activities are also available at the major colleges and universities in
the area.
Financial Institutions
Located and headquartered in South Bend, Indiana are the following banks with total
deposits and total assets as of June 30,1997:
Total Assets Total Deposits
1St Source Bank $ 2,149,425,000 $1,712,518,000
Valley American Bank & Trust Company 959,532,000 611,796,000
Major Employers
The major employers and their number of employees in South Bend as of February 1998 are
as follows:
Employer
University of Notre Dame
South Bend Community Schools
Memorial Health Systems
St. Joseph's Care Group
Martin's Supermarket
Allied Signal Divisions
City of South Bend
AM General Corporation
Penn Harris Madison Schools
St. Joseph County
Type of Business 1998
Education 3,901
Education 3,200
Medical Care 2,950
Medical Care 2,524
Grocer 1,542
Airplane and Auto Parts 1,449
Government 1,423
Military Vehicles 1,244
Education 1,157
Government 1,007
A-4
• Construction History
Summary of Building Permit History
1992-1997
1993 1994 1995 1996 1997
Residential Permits 137 112 104 118 121
Commercial/Industrial Permits 26 32 31 33 29
Building Additions/Garages* 1,620 1,692 1,802 1,715 1,986
Other Permits 10 5 6 68 60
Total Permits 1,793 1,841 1,943 1,934 2,196
1993 1994 1995 1996 1997
Permit Value:
Residential Permits $16,666,768 $20,476,396 $10,822,120$ 11,617,575 $ 11,296,459
Commercial/Industrial
Permits 23,532,900 11,479,722 23,832,650 15,379,794 47,484,675
Building Additions/
Garages* 44,627,906 43,173,810 35,238,033 30,810,262 39,108,396
Other,. Church and
Institution 5,690,842 4,205,500 15,177,000 51,538,836 11,101,920
• Total Value $90,518,416 7 335 478 $85,069,803 $ 109,346,467 $108,991,450
* Includes residential and non-residential
Source of Data and Information
Statistical data and other information set forth under this "GENERAL INFORMATION"
have been compiled by the Authority's financial consultant, Crowe, Chizek and Company LLP,
from sources deemed to be reliable.
•
A-5
•
APPENDIX B
DEBT AND TAXATION
Relative To
South Bend Redevelopment Authority
South Bend Redevelopment Commission
City Of South Bend
C]
•
B-1
•
DEBT AND TAXAT~~N
Direct and Overlapping Debt
(as of October 2,1998)
Total
Debt
Redevelopment Authority
Direct Debt
$ -0-
Lease Obligation Debt:
1990 Lease Rental Revenue Bonds
(Central Development Area) $ 940,000
1992 Lease Rental Revenue Bonds
(Parking Facility) 3,040,000
1992 Taxable Lease Rental Revenue Bonds
(Palais Royale) 885,000
1993 Taxable Lease Rental Revenue Acquisition
and Refunding Bonds (Airport) 4,515,000
1994 Variable Rate Demand Lease Rental
Revenue Bonds (College Football Hall of Fame) 17,950,000
1994 Lease Rental Revenue Bonds (Century Center) 6,650,000
1996 Lease Rental Revenue Refunding Bonds
(Central Development Area) 3,735,000
1997 Lease Rental Revenue Refunding (Airport) 2,405,000
1998 Lease Rental Revenue Bonds
(Morris Performing Arts Center) 13,300,000
1998 Lease Rental Revenue Refunding
Bonds (Golf Course) (to be issued herein) 6,245,000
Total Lease Obligation Debt
Total Direct Debt and Lease Obligation Debt
Overlatining and Underlying Direct Debt
and Lease Obli atg ions
1997 Redevelopment District
St. Joseph County
St. Joseph County Public Library
Mishawaka Penn Township Public Library
South Bend Community Schools
Penn-Harris-Madison Schools
Total Overlapping and Underlying
Direct Debt and Lease Obligations
$ 4,085,000
61,367,730
5,720,000
6,715,000
73,606,773
114,901,237
B-2
Percent
Applicable
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.0
100.0
100.00
35.70
56.09
2.56
58.48
2.40
Amount
Ap h.~cable
$ -0-
$ 940,000
3,040,000
885,000
4,515,000
17,950,000
6,650,000
3,735,000
2,405,000
13,300,000
6,245,000
$59,665,000
$59,665,000
4,085,000
21,908,280
3,208,348
171,904
43,045,241
2,757,630
$ 75,176,403
Direct Debt Issuance Limitation
The City is limited to the issuance of direct general obligation debt in an amount not to
exceed 2% of the assessed valuation. The Bonds being issued herein are not subject to the 2%
debt limitation.
Assessed Valuation -1997 Payable 1998
Statutory Limitation - 2% Thereof
General Obligation Bonds subject to limit
Economic Development Income Tax Revenue Bonds
of 1997 - subject to limitation
Issuance Margin
Per Capita and Debt Ratio Analysis
Population -1990
Assessed Valuation
Description
Total Direct Debt and Lease Obligations
Total Overlapping and Underlying Direct
Debt and Lease Obligations
Total
Amount
$ 59,665,000
75,176,403
$ 134,841,403
$ 619,151,749
$ 12,383,035
-0-
(11,715,000)
~ 668,035
105,511
$ 619,151,749
Ratio of
Debt Debt/Assessed
Per Carta Valuation
$ 565.49 9.6%
712.50 12.2%
~ 1,277.99 21.8%
City Economic Development Income Tax Revenue Bonds
The. City presently has outstanding $11,715,000 South Bend Economic Development
Income Tax Revenue Bonds (EDIT Bonds). These EDIT Bonds are payable solely from the
City's share of the St. Joseph County Economic Development Income Tax and do not constitute
a claim against the base property taxes collected or other income of the City.
Statement of City Utility Revenue Debt
LJ
The City of South Bend owns and operates the municipal water and sewer utilities which
have heretofore issued and have outstanding the following revenue bonds. All such revenue
bonds constitute a lien on the revenues of the utilities and are not, pursuant to Indiana statutes,
direct obligations of the City. Revenue bonds issued and outstanding as of October 2, 1998
were as follows:
Final Outstanding
U~tv Maturi October 2,1998
Sewage Works -1993 2008 $ 7,600,000
Waterworks -1993 2009 4,185,000
Waterworks -1997 2012 22,500,000
B-3
• Additional debt
following:
Original
Issue Amount
1988 $ 1,800,000
1992 4,760,000
Total
Tax Increment Revenue Debt
is of October 2, 1998 which is not an obligation of the City includes the
Final Outstanding
Maturi 10/2/98 Purpose
2/01/05 $ 1,550,000 Tax Increment Revenue Bonds
2/01/04 3,640,000 Tax Increment Refunding Revenue Bonds
$ 5,190,000
Assessed Valuation
Assessed valuation of real and personal property represents approximately one-third of true
tax value and is net of exemptions.
City of South Bend
Payable Year Net Assessed Valuation
1994 $ 625,471,912
1995 633,025,530
1996 609,271,039
• 1997 611,845,695
1998 619,151,749
Record of Taxes Levied and Collected
City of South Bend Totals
Current and
Collection Delinquent
Year Levied Collected
1993 $ 34,280,698 $34,017,611 99.2%
1994 35,582,379 35,286,188 99.2
1995 37,400,187 .37,654,344 100.7
1996 39,952,871 39,425,356 98.7
1997 40,843,172 39,294,436 96.2
Total Tax Rates
City of South Bend, Portage Township
(Per $100 Assessed Valuation)
Total Civil City and County Tax Rates (by year payable)
1994 1995 1996 1997 1998
State $ .0100 $ .0100 $ .0100 $ .0100 $ .0100
B-4
County 2.6505 2.77017 2.9274 3.2256 3.0079
• Townships-Portage .0757 .4030 .0892 .0920 .0967
School 5.2573 5.1500 5.8055 5.8594 6.0293
Library .6455 .6674- .7061 .7106 .6886
8.6390 9.0004 9.5382 9.8976 9.8325
Corporation
General Fund 4.5045 4.6768 5.2136 5.3247 5.4927
Fire Pension .1437 .1494 .1644 .1673 .1733
Police Pension .1431 .1487 .1636 .1500 .1555
Park and Recreation .7737 .8034 .8916 .9082 .9410
Cumulative Cap. Development .1200 .1200 .1196 .1200 .1500
Total Corporation 5.6850 5.8983 6.5528 6.6702 6.9125
Redevelopment Dst. .2465 .1941 .2085 .0743 .1255
Airport .0698 .1386 .0813 .0831 .0839
Transportation .2529 .2618 .2726 .2795 .2883
Total City Tax Rate 14.8932 15.4932 16.6534 17.0047 17.2427
•
Note: All tax rates exhibited are before deduction of 14.0% - 16.5% thereof for property tax relief funds provided
from State of Indiana tax sources and before deduction of homestead credits.
Taxp~er
Largest City Taxpayers
Product or Service
Payable 1998
Assessed Valuation
$ 24,640,830
12,241,550
9,637,640
8,653,070
7,251,990
6,147,240
5,835,573
5,521,430
4,088,350
4,013,230
Allied Signal Divisions
New Energy Company
Indiana Bell Telephone Co.
Edward Rose of Indiana
American Electric Power Co.
Ameritech
A E Goetze
Northern Indiana Public Service Co.
Solvay Automotive, Inc.
Meijer Inc.
Airplane & Auto Parts
Ethanol Plant
Telephone Utility
Apartments
Electric Utility
Communications
Manufacturing
Gas Utility
Automotive
Retail Store
Total
Ten Largest Taxpayers as a Percentage of
Total Assessed Valuation
Sources of Data and Information
$ 88,030,903
14.22%
Statistical data and other information set forth under the caption "DEBT AND TAXATION"
• have been compiled by the Authority's financial consultant, Crowe, Chizek and Company LLP,
from sources deemed to be reliable.
5~
APPENDIX C
SUMMARY OF CERTAIN PROVISIONS OF TRUST AGREEMENT
SUMMARY OF CERTAIN PROVISIONS OF THE LEASE
•
APPENDIX
SUMMARY OF SELECTED PROVISIONS OF CERTAIN LEGAL DOCUMENTS
THE LEASE
THE FOLLOWING IS A BRIEF SUMMARY OF CERTAIN PROVISIONS CONTAINED
IN THE LEASE. THIS SUMMARY DOES NOT PURPORT TO BE A COMPREHENSIVE
DESCRIPTION AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE LEASE.
General
In the Lease, as amended (the "Lease"), the Authority leases to the Commission, as
lessee (the "Lessee"), a public golf course and all related improvements which comprise the
Blackthorn Golf Course (such improvements are referred to herein as the "Leased Premises").
The lease rentals payable pursuant to the Lease constitute Pledged Funds under the Trust
Agreement.
Term
The term of the Lease expires on August 24, 2013, or at the earlier of (a) the exercise of
. the option to purchase by the Lessee and payment of the option price or (b) the prepayment or
defeasance of all obligations of the Authority incurred to (i) finance the cost of the Lease
Premises, (ii) to refund such obligations, or (iii) to refund such refunding obligations.
Rent
The Lessee agrees to pay rental for the Leased Premises in semiannual. installments. The
next semiannual rental installment will be due February 25, 1999. Thereafter, rental will be
payable in advance in semiannual installments for the following six-month period on each
August 25 and February 25. The last semi-annual rental payment due before the expiration of
the Lease will be adjusted to provide for rental at the rate specified above from the date such
installment is due to the date of expiration of the Lease. All rentals payable under the terms of
the Lease will be paid by the Lessee to the Trustee.
After the sale of the Bonds, the rental required to be paid for the Leased Premises shall
be reduced to an amount equal to the principal and interest due on the Bonds and payable from
such rentals in each twelve-month period ending on February 1 plus Three Thousand Dollars
($3,000) (rounded up to the nearest One Thousand Dollars ($1,000)), payable in equal semi-
annual installments.
The Lease provides that the Lessee also will pay any taxes and assessments in
connection with the Leased Premises, and an costs of maintenance, operation and use thereof,
so that all rent paid will be net to the Authority and all expenses in connection with the Leased
Premises will be the responsibility of the Lessee.
• Insurance
The Lessee, at its own expense, will keep the Leased Premises insured against physical
loss or damage in an amount at least equal to the greater of the full replacement cost of the
Leased Premises and the option to purchase price (see "Option to Purchase"), with such
exceptions as are ordinarily required by insurers of similar properties. Blanket property
insurance may be used if certain conditions in the Lease are satisfied. The Lessee will also, at its
own expense, maintain rent or rental value insurance in an amount equal to the full rental
value of the Leased Premises for a period of two years against physical loss or damage.
Damage and Destruction of Leased Premises
The Lease provides that, in the event the Leased Premises are partially or totally
damaged or destroyed so as to render the same unfit, in whole or part, for its intended use: (i) it
will then be the obligation of the Authority to restore and reconstruct the Leased Premises as
promptly as may be done, unavoidable strikes and other causes beyond the control of the
Authority excepted; provided, the Authority will not be obligated to restore or reconstruct the
Leased Premises if the amount of the proceeds received from the insurance provided for in the
Lease plus other money available therefor are insufficient for such purpose, or if the work
cannot be completed within the period covered by rental value insurance; and (ii) the rent will.
be abated pro rata for the period. during which the Leased Premises or any part thereof is unfit
for its intended use.
If the Authority is not obligated to restore and reconstruct the Leased Premises pursuant
to the provisions described above, the insurance proceeds must be applied to the option to
purchase price (see Option to Purchase). In such circumstances, proceeds of insurance will be
used for extraordinary redemption of Bonds without premium. Furthermore. in certain
circumstances, the Authority may direct application of insurance proceeds to the redemption of
Bonds at the then current redemption price. See "SUMMARY OF SELECTED PROVISIONS OF
CERTAIN LEGAL DOCUMENTS -- SUMMARY OF SELECTED PROVISIONS OF THE TRUST
AGREEMENT -- Insurance -- Use of Proceeds from Insurance."
Option to Purchase
The Lessee has the right and option, on any rental payment upon 30 days' written
notice, to purchase the Leased Premises at a price equal to the amount required to enable the
Authority to redeem the Bonds, pay the costs thereof, and liquidate the Authority if it is to be
liquidated.
In the event the Lessee has not exercised its option to purchase the Leased Premises,
then upon expiration of the Lease and full performance by the Lessee of its obligations under
the Lease, the Leased Premises will be conveyed by the Authority to the Lessee.
Defaults
The Lease provides that, if the Lessee defaults (i) in the payment of any rentals or other
sums payable to the Authority under the Lease, (ii) by failing to comply with the terms of its
resolution establishing funds for the payment of lease rentals, or (iii) in the observance of any
other covenant, agreement or condition of the Lease, and such default continues for ninety (90)
days after written notice to correct the same, the Authority may protect and enforce its rights by
proceedings at law or in equity.
•
•
THE TRUST A~nEEIVYENT
THE FOLLOWING IS A SUMMARY OF CERTAIN PROVISIONS CONTAINED IN
THE TRUST AGREEMENT. THIS SUMMARY DOES NOT PURPORT TO BE A
COMPREHENSIVE DESCRIPTION AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO THE TRUST AGREEMENT.
Creation of Funds and Accounts
The Trust Agreement establishes the following funds and accounts to be held by the
Trustee:
(i) Sinking Fund;
(ii) Expense Fund; and
(iii) Operation and Reserve Fund.
Operation of Funds and Accounts
Sinking Fund. The. Trustee will deposit in the Sinking Fund from each rental payment
received by the Trustee pursuant to the Lease and from proceeds of rental value insurance
which represents lease rental payments under the Lease, all of such rental payment or if less an
amount which, when added to the amount in the Sinking Fund on the deposit date, equals the
sum of (i) unpaid principal and mandatory sinking fund redemption payments due on the
Bonds within eight months after the date such rental payment becomes due, and (ii) interest on
the Bonds due within 45 days after the date such rental payment becomes due. Any portion of a
rental payment remaining after such deposit will be deposited by the Trustee in the Operation
and Reserve Fund. The Trustee will pay from the Sinking Fund the principal of the Bonds at
maturity as the same falls due.
Expense Fund. The Expense Fund is created and proceeds of the Bonds are to be
deposited into the Expense Fund for the purpose of paying the cost of issuance associated with
the issuance of the Bonds. After March 1, 1999, the Trustee may transfer any monies
undeposited in the Expense Fund to the Sinking Fund.
Operation and Reserve Fund. Amounts on deposit in the Operation and Reserve Fund will
be used only to pay necessary incidental expenses of the Authority, the payment of principal of
and interest on the Bonds upon redemption or the purchase price of Bonds purchased in the
open market, and if the amount in the Sinking Fund at any time is less than the required
amount, the Trustee will transfer funds from the Operation and Reserve Fund to the Sinking
Fund in an amount sufficient to raise the amount in the Sinking Fund to the required amount.
Funds to Pay Arbitrage Rebate. Pursuant to the written instructions of the Authority, the
Trustee shall establish and maintain such fund or funds and take such other actions as may be
necessary to enable the Authority to satisfy the requirements of Section 148(f) of the Internal
Revenue Code of 1986, as amended, and the applicable arbitrage regulations; provided,
however, that the Trustee shall be under no obligation to make computations of the amount of
arbitrage required to be rebated to the federal government of the United States of America.
Investment of Funds. Funds will be invested by the Trustee, at the written direction of the
Authority, in Qualified Securities, defined in the Trust Agreement as (i) bonds, notes,
certificates of indebtedness, treasury bills or other securities constituting direct obligations of,
or obligations the timely payment of the principal of and the interest on which are fully and
unconditionally guaranteed by the United States of America or any agency or instrumentality
thereof when such obligations are backed by the full faith and credit of the United States of
America; (ii) certificates of deposit issued by banks and mutual savings banks incorporated
under the laws of the State of Indiana and in national banking associations having their
principal banking offices in the State of Indiana, including the Trustee, provided such
certificates of deposit do not exceed in the aggregate ten percent (10%) of the combined capital,
surplus and undivided profits of any such bank or association and that each such bank or
association has a combined capital and surplus of at least $25,000,000, and provided further that
such certificates of deposit are insured by the Federal Deposit Insurance Corporation or, to the
extent not so insured, collateralized by interest bearing obligations described in clause (i) above
in which the Trustee has a perfected security interest; or (iii) repurchase agreements, entered
into with banks and mutual savings banks incorporated under the laws of the State of Indiana
and in national banking associations having their principal banking offices in the State of
Indiana, including the Trustee, that are fully collateralized by interest-bearing obligations
described in clause (i) above based upon the market value of such obligations on the day such
agreement becomes effective, in which the Trustee has a perfected security interest.
Redemption of Bonds. Whenever the amounts contained in the Sinking Fund and
Operation and Reserve Fund are sufficient, together with any other funds deposited with the
Trustee by the Authority to redeem all Bonds then outstanding, the Trustee will apply the
amounts in such funds to the redemption of the Bonds as soon as they may be redeemed.
Purchase of Bonds. At the request of the Authority, the Trustee may remove funds from
the Expense Account of the Operation and Reserve Fund to be used for the redemption of
Bonds or for. the purchase of Bonds.
Additional Sonds
The Authority covenants in the Trust Agreement that it will not incur any indebtedness
secured by the Trust Agreement other than the Bonds unless (i) the financed improvements
cannot be completed without unreasonable delay which would threaten a default in the
payment of principal of or interest on the Bonds without such additional indebtedness, and
such additional indebtedness is payable only from the Operation and Reserve Fund (to the
extent that such Fund is not needed to pay necessary incidental expenses of the Authority) and
from property and income of the Authority remaining or received after all Bonds have become
due and payable and sufficient funds have been provided to pay all principal and interest due
on the Bonds and all fees of the Trustee then due and payable, or (ii) such additional
indebtedness is payable solely from income of the Authority other than the rental payments
provided for in the Lease as long as any of the Bonds are outstanding. This covenant shall not
be construed to prohibit the issuance of refunding bonds and the pledging of lease rentals to be
received after the redemption of the Bonds.
Covenants of the Authority
. In the Trust Agreement, the Authority makes cex`tain covenants to the Trustee for the
benefit of Bondholders, including but not limited to the following.
Books of Record and Account. The Authority covenants that proper books of record and
account will be kept in which full, true and correct entries will be made of all dealings or
transactions of or in relation to the properties, business and affairs of the Authority. The
Authority will from time to time furnish the Trustee such information as to the property of the
Authority as the Trustee reasonably requests and such other information and reports as the
Trust Agreement requires.
Tax Covenants. In order to preserve the exclusion of interest on the Bonds from gross
income for federal income tax purposes, the Authority represents, covenants and agrees that,
among other things, it 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 income tax
purposes of interest on the Bonds pursuant to Section 103 of the Code, nor will the Authority
actin any other manner which would adversely affect such exclusion.
Insurance
Insurance Coverage Requirements The Authority is required to carry or' cause to be
carried, and the Lessee in the Lease has agreed to carry, (i) insurance on the Leased Premises
against physical loss or damage; and (ii) rent or rental value insurance. See "SUMMARY OF
CERTAIN LEGAL DOCUMENTS -- SUMMARY OF SELECTED PROVISIONS OF THE LEASE
-- Insurance."
Use of Proceeds from Insurance. Subject to the .terms of the Lease, the proceeds of such
insurance (other than rental value insurance which represents lease rental payments) received
by the Trustee will be applied to the restoration and reconstruction of the damaged or
destroyed .property.... In the. event the Authority does not commence to repair, replace or
reconstruct the damaged or destroyed property within 90 days after damage or destruction, or
the Authority abandons or fails diligently to pursue -the same, the Trustee may make or
complete such repairs, replacements or reconstructions. If the Authority does not proceed in
good faith with repair, replacement or reconstruction for 120 days, the Trustee upon receipt of
the insurance money must, unless the Trustee proceeds to make such repairs, replacements or
reconstructions, transfer the insurance proceeds to the Sinking Fund. If the cost of such repair,
replacement or reconstruction exceeds the amount of insurance proceeds and other amounts
available for such purpose, or the repair, replacement or reconstruction cannot be completed
within the period covered by rental value insurance, the insurance .proceeds will be applied to
the option to purchase price under the Lease, and the Bonds will be subject to extraordinary
optional redemption in whole or in part at any time at a price equal to 100% of the principal
amount thereof plus accrued interest to the date of redemption. Furthermore, if at any time the
property is totally or substantially destroyed, and the amount of insurance money is sufficient
to redeem all then outstanding Bonds and such Bonds are then subject to redemption, the
Authority, with the written approval of the Lessee, may direct the Trustee to use said money
for the purpose of redeeming all Bonds outstanding at the then current redemption price. See
SUMMARY OF CERTAIN LEGAL DOCUMENTS -- SUMMARY OF SELECTED PROVISIONS
OF THE LEASE -- Damage and Destruction of Leased Premises."
• Events of Default and Remedies
Events of Default. The following are each an "event of default" under the Trust
Agreement:
(i) Default in the payment on the due date of the interest on any Bond;
(ii) Default in the payment on the due date of the principal of or premium on
any Bond, whether at the stated maturity thereof, or upon proceedings for the
redemption thereof, or upon the maturity thereof by declaration;
(iii) Default in the performance or observance of any other of the covenants
or agreements of the Authority in the Trust Agreement, any supplemental agreement, or
the Bonds, and the continuance thereof for a period of 60 days after written notice
thereof to the Authority by the Trustee;
(iv) The Authority: (a) admits in writing its inability to pay its debts generally
as they become due, (b) files a petition in bankruptcy, (c) makes an assignment for the
benefit of its creditors, or (d) consents to or fails to contest the appointment of a receiver
or trustee for itself or of the whole or any substantial part of the financed property or
any income therefrom;
(v) (a) The Authority is adjudged insolvent by a court of competent
jurisdiction, (b) the Authority, on a petition in bankruptcy filed against the Authority, is
adjudged a bankrupt, or (c) an order, judgment or decree is entered by any court of
competent jurisdiction appointing, without the consent of the Authority, a receiver or
trustee of the Authority or of the whole or any substantial part of the financed property
or any income therefrom, and any of the aforesaid adjudications, orders, judgments or
decrees is not vacated, set aside or stayed within 60 days from the date of entry thereof;
(vi) Any judgment is recovered against the Authority or any attachment or
other court process issues that becomes or creates a lien upon the Lease or the Pledged
Funds, and such judgment, attachment or court process is not discharged or effectually
secured within 60 days;
(vii) The Authority files a petition under the provisions of the United States
Bankruptcy Code, or files an answer seeking the relief provided in said Bankruptcy
Code;
(viii) A court of competent jurisdiction enters an order, judgment or decree
approving a petition filed against the Authority under the provisions of said
Bankruptcy Code, and such judgment, order or decree is not vacated, set aside or stayed
within 120 days from the date of the entry thereof;
(ix) Under the provisions of any other law now or hereafter existing for the
relief or aid of debtors, any court of competent jurisdiction assumes custody or control
of the Authority or of the whole or any substantial part of the financed property or the
income therefrom, and such custody or control is not terminated within 120 days from
the date of assumption of such custody or control;
(x) Failure of the Authority to bring suit to mandate the Lessee to levy a tax
• to pay the rental provided in the Lease, or take such other action to enforce the Lease as
is reasonably requested by the Trustee, if such rental is more than 30 days in default;
(xi) The lease rental provided for in the Lease is not paid when due; or
(xii) Any other default occurs and is continuing under the Lease.
Remedies. In the case of the happening and continuance of any of the events of default,
the Trustee, by notice in writing mailed to the Authority, may, and upon written request of the
registered owners of 25% in principal amount of the Bonds then outstanding must, declare the
principal of all Bonds outstanding, and the interest accrued thereon, immediately due and
payable. Upon such declaration, the principal and interest will become immediately due and
payable. However, the registered owners of a majority in principal amount of all outstanding
Bonds, by written notice to the Authority and to the Trustee, may annul each declaration and
destroy its effect at any time if all agreements with respect to which default has been made are
fully performed and all such defaults are cured, and all arrears of interest upon all Bonds
outstanding and the reasonable expenses and charges of the Trustee, its agents and attorneys,
and all other indebtedness secured by the Trust Agreement, except the principal of any Bonds
not then due by their terms and interest accrued thereon since the then last interest payment
date, are paid. or the. amount thereof is paid to the Trustee.- for the. benefit of those entitled
thereto,
In case of the happening and continuance of any event of default, the Trustee may, and-
shall upon the written request of the registered owners of at least 25% in principal amount of
the Bonds then outstanding and upon being indemnified to its reasonable satisfaction, proceed
to protect and enforce its rights and the rights,of the registered owners of the Bonds by suit or
suits in equity or at law, or in any court of competent jurisdiction, whether for specific
performance of any covenant or agreement contained in the Trust Agreement or in aid of any
power granted in the Trust Agreement, or for. the enforcement: of any other appropriate-legal or
equitable remedy.
All money received by the Trustee pursuant to any right given or action taken by the
Trustee upon default will be applied as follows:
(i) to the payment of all costs and expenses of the proceedings resulting in
the collection of such money and the expenses incurred by the Trustee;
(ii) unless the principal of all the Bonds shall have become or have been
declared due and payable, all such moneys shall be applied:
First--To the payment of the persons entitled thereto of all installments of
interest then due on the Bonds, in the order of the maturity of the installments of
such interest and, if the amount available shall not be sufficient to pay in full any
particular installment, then to the payment ratably, according to the amounts
due on such installment, of the persons entitled thereto, without any
discrimination or privilege; and
Second--To the payment of the persons entitled thereto of the unpaid
S principal of any of the Bonds which shall have become due (other than Bonds
previously called for redemption for the payment of which moneys are held
pursuant to the provisions of the Trust Agreement), in the order of their due
dates, and if the amount available shall not be sufficient to pay in full all Bonds
due on any particular date, then to the payment ratably, according to the amount
of principal due on such date, of the persons entitled thereto without any
discrimination or privilege; and
(iii) if the principal of the Bonds shall have become or have been declared due
and payable, all such moneys shall be applied to the payment of the principal and
interest then due and unpaid upon the Bonds, without preference or priority of
principal over interest or of interest over principal, or of any installment of principal
over interest or of interest over principal, or of any installment of interest over any other
installment of interest, or of any Bond over any other Bond, ratably, according to the
amount due respectively for principal and interest, to the persons entitled thereto
without any discrimination or privilege.
No owner of any Bond has the right to institute any proceeding in law or equity or for
any other remedy under the Trust Agreement, without first giving notice in writing to the
Trustee of the occurrence and continuance of an event of default; and unless the registered
owners of at least 25 % in principal amount of the then outstanding Bonds have made written
request to the Trustee and have offered it reasonable opportunity either to proceed to exercise
• the powers granted under the Trust Agreement or to institute such action, suit or proceeding in
its own name, and without also having offered to the Trustee adequate security and indemnity
against the costs, expenses and liabilities to be incurred by the Trustee; and such notice, request
and offer of indemnity may be required by the. Trustee as conditions precedent to the execution
of the powers and trusts of the Trust Agreement or to the institution of any suit, action or
proceeding at law or in equity or for any other remedy under the Trust Agreement, or
otherwise,. in case of any such default. No one or more. registered. owners of the Bonds has any
right in any manner whatsoever to affect, disturb or prejudice the lien of the Trust Agreement
by such owner's or owners' action, or to enforce any right thereunder except in the manner
therein provided, and all proceedings at law or in equity must be instituted, had and
maintained in the manner therein provided, and for the equal benefit of all registered owners of
outstanding Bonds. However, the right of any registered owner of any Bond to receive payment
of the principal of and interest on such Bond on or after the respective due dates therein
expressed, or to institute suit for the recovery of any such payment on or after such respective
dates, will not be impaired or affected without the consent of such registered owner.
No member, officer or employee of the Authority or of any department or board thereof
shall be individually or personally liable for the payment of the principal of or interest or
redemption premium on any Bond. Nothing contained in the Trust Agreement shall, however,
relieve any such member, officer or employee from the performance of any dub provided or
required by law.
C
• Supplemental Agreements
The Authority and the Trustee may, without notice to or consent of any Bondholder,
enter into supplemental agreements which are not inconsistent with-the terms and provisions
of the Trust Agreement:
(i) to cure any ambiguity or formal defect or omission in the Trust
Agreement, or in any supplemental agreement, which does not adversely affect the
rights of the registered owners; or
(ii) to grant to or confer upon the Trustee, for the benefit of the registered
owners, any additional benefits, rights, remedies, powers, authority or security that may
lawfully be granted to or conferred upon the registered owners or the Trustee; or
(iii) to modify, amend or supplement the Trust Agreement 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; or
(iv) to provide for the refunding or advance refunding of the Bonds in whole
or in part;
(v) to designate a person to act as successor depository and authorize the
• execution of anew representations letter, or to provide for the execution and'
authentication. of certificates for the Bonds and delivery of such certificates to the
beneficial. owners of the Bonds; or
(vi) to procure or maintain a rating on the Bonds from a nationally
recognized securities rating agency designated in such supplemental agreement, if such
supplemental agreement will not adversely affect the owners of the Bonds.
In addition, the registered owners of not less than 66-2/3 % in aggregate principal
amount of the Bonds then outstanding may consent to and approve supplemental agreements
as are deemed necessary or desirable by the Authority for the purpose of modifying, altering,
amending, adding to or rescinding, in any particular, any of the terms or provisions contained
in the Trust Agreement or in any supplemental agreement; provided, however, that such
supplemental agreement does not effect:
(i) an extension of the maturity of the principal of or interest on any Bond;
or
(ii) a reduction in the principal amount of any Bond or the rate of interest or
the applicable redemption premium, if any, thereon; or
(iii) a preference or priority of any Bond or Bonds over any other Bond or
Bonds; or
(iv) a reduction in the aggregate principal amount of the Bonds required for
consent to such supplemental agreement.
• Notwithstanding the foregoing, the rights artcl obligations of the Authority and of the
registered owners of the Bonds, and the terms and provisions of the Bonds and the Trust
Agreement, or any supplemental agreement, may be modified or altered in any respect with the
consent of the Authority and the consent of the registered owners of all the Bonds then
outstanding.
Defeasance
If, when the Bonds or a portion thereof have become due and payable in accordance
with their terms or have been duly called for redemption or irrevocable instructions to call such
Bonds for redemption have been given by the Authority to the Trustee, and the whole amount
of the principal. and the interest and premium, if any, so due and payable upon all of such
Bonds then outstanding are paid or (i) sufficient money, or (ii) noncallable obligations of, or
unconditionally guaranteed by, the United States of America, the principal of and the interest
on which when due, without reinvestment, will provide sufficient money, or (iii) a combination
thereof, are held for such purpose under the provisions of the Trust Agreement, and provision
is also made for paying all Trustee's fees and expenses and other sums payable under the Trust
Agreement by the Authority, such Bonds shall no longer be deemed to be outstanding under
the Trust Agreement. In the event the foregoing applies to all Bonds secured by the Trust
Agreement, the right, title and interest of the Trustee will thereupon cease, determine and
become void.
• Upon any such termination of the Trustee's title, on demand of the Authority, the
Trustee shall turn over to the Authority or to such officer, board or body as may then be
entitled by law to receive the same, any surplus in the Sinking Fund, the Reserve Fund, and in
the Operation and Reserve Fund and all balances remaining in any other funds or accounts,
other than moneys and obligations held for the redemption or payment of Bonds.
•
•
APPENDIX D
FORM OF OPINION OF BOND COUNSEL
•
•
FORM OF BONT~ COUNSEL OPINION
Upon delivery of the Refunding Bonds, Baker & Daniels, Bond Counsel,
proposes to deliver an opinion in substantially the following form.
,1998
South Bend Redevelopment Authority
South Bend, Indiana
Re: South Bend Redevelopment Authority Lease Rental Revenue
Refunding Bonds of 1998 (Blackthorn Golf Course Projectl
Ladies and Gentlemen:
We have acted as bond counsel in connection with the issuance by the South Bend
Redevelopment Authority (the "Issuer") of Million Thousand and
00/100 Dollars ($ .00) aggregate principal amount of South Bend Redevelopment
Authority Lease Rental Revenue Refunding Bonds of 1998 (Blackthorn Golf Course Project)
originally dated , 1998 (the "Bonds"), pursuant to a Trust Agreement- (the "Trust
Agreement") between the Issuer and Norwest Bank Indiana, N.A., as Trustee (the "Trustee"),
dated as of November 1, 1998. We have examined a certified transcript of proceedings and
such other certificates and .documents and .have reviewed such other proceedings,-and such
questions of law as we have deemed necessary as a basis for this opinion.
It is understood that the rights of the holders of the Bonds, the Issuer and the Trustee and
the enforceability of the Bonds, the Trust Agreement and the Lease (as defined below), may be
subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting
creditors' rights heretofore or hereafter enacted to the extent constitutionally applicable, and
that their enforcement may also be subject to the exercise of judicial discretion in appropriate
cases.
As to questions of fact material to our opinion, we have relied, without undertaking to
verify the same by independent investigation, upon representations, covenants and
certifications of the Issuer and public officials contained in the Trust Agreement and in the
certified transcript of proceedings and other certificates furnished to us. We have not been
engaged or undertaken to review the accuracy, completeness or sufficiency of any offering
materials relating to the Bonds, and we express no opinion relating thereto.
• Based upon the foregoing, we are of the opinion, under existing law, as follows:
1. The Issuer is duly created and validly existing as a separate body corporate and politic
and as an instrumentality of the City of South Bend, Indiana, with the power to enter into the
Trust Agreement and the Lease described below, perform the agreements on its part contained
therein and issue the Bonds.
2. The lease between the Issuer, as lessor, and the South Bend Redevelopment
Commission (the "Commission"), as lessee, dated as of July 1, 1992, and as amended by the
Addendum to Lease between the Issuer and the Commission dated as of October 2, 1992, and
as further amended by the Addendum to Lease between the Issuer and the Commission dated
as of , 1998 (the lease as so amended shall be referred to herein as the "Lease"), has
been duly entered into in accordance with the provisions of Indiana Code 36-7-14 (the "Act")
and is a valid and binding lease. All taxable property in the City of South Bend Redevelopment
District (the "District") is subject to ad valorem taxation without limitation as to rate or amount
to pay the Lease rental. The Commission is required by the Act and the Lease annually to levy
and appropriate an amount sufficient to pay the Lease rentals during the term of the Lease.
3. The Issuer has duly authorized, sold, executed and delivered the Bonds and has duly
authorized and executed the Trust Agreement. The Bonds are the valid and binding
obligations of the Issuer secured by the Trust Agreement.
4. T'he interest on the Bonds is excludable pursuant to Section 103 of the Internal
Revenue Code of 1986, as amended (the "Code"), from gross income for federal income tax
purposes, and the Bonds are not "private activity bonds" under Section 141 of the Code;
. however, it should be noted that, with respect to corporations (as defined for federal income tax
purposes), interest on the Bonds is taken into account in determ;n;ng adjusted current earnings
for the purpose of computing the alternative rninimurn tax imposed on such corporations. The
opinions set forth in this paragraph are subject to the condition that the Issuer comply with all
requirements of the Code that must be satisfied subsequent to the issuance of the Bonds in
order that interest thereon be, or continue to be, excludable from gross income for federal
income tax purposes. The Issuer has covenanted to comply with each such requirement.
Failure to comply with certain of such requirements may cause the interest on the Bonds to
cease to be excludable from gross income for federal income tax purposes retroactive to the date
of issuance of the Bonds. We express no opinion regarding any other federal tax consequences
arising with respect to the Bonds.
5. The interest on the Bonds is exempt from taxation in the State of Indiana for all
purposes except the Indiana financial institutions tax and the Indiana inheritance tax.
Very truly yours,
.7
APPENDIX E
BID FORM
C7
L
E-1
BID FORM
. PROPOSAL- FOR PURCHASE OF
$6,245,000*
South Bend Redevelopment Authority
Lease Rental Revenue Refunding Bonds of 1998
(Blackthorn Golf Course Project)
To the Secretary-Treasurer, South Bend Redevelopment Authority:
The undersigned herewith submits its sealed proposal for the purchase of the following
described bonds of the South Bend Redevelopment Authority:
Designation of issue: Lease Rental Revenue Refunding Bonds of 1998
Amount of issue: $6,245,000
Dated: November 1,1998
Interest: First payment March 1, 1999 and semi-annually
thereafter.
Denomination: $5,000 or integral multiples thereof.
Delivery: Issuer is expected to have the Refunding Bonds
ready for delivery to the successful bidder. on or
about November 24,1998.
Maturities On the dates and in the amounts as follows:
Maturi Amount Maturi Amount
• 3/1/99 $145,000 3/1/07 $ 465,000
3/1/00 190,000 3/1/08 485,000
3/1/01 240,000 3/1/09 505,000
3/1/02 305,000 3/1/10 525,000
3/1/03 365,000 3/1/11 550,000
3/1/04 415,000 3/1/12 575,000
3/1/05 430,000 3/1/13 605,000
3/1/06 445,000
For all of the above-mentioned bonds, bearing interest at the following rates of interest per
annum:
Principal Interest Principal Interest
Amount* Maturities Rate Amount* Maturities Rate
$ 145,000 3/1/99 $ 465,000 3/1/07
190,000 3/1/00 485,000 3/1/08
240,000 3/1/01 505,000 3/1/09
305,000 3/1/02 525,000 3/1/10
365,000 3/1/03 550,000 3/1/11
415,000 3/1/04 575,000 3/1/12
430,000 3/1/05 605,000 3/1/13
445,000 3/1/06
* Approximate Amount
E-2
• the undersigned will pay the sum of Six Million Two Hundred Forty-Six Dollars ($6,245,000) plus
accrued interest from the date of said bonds to the date of delivery thereof, computed at the interest
rate or rates herein named, and a premium or (discount) of ($ .The transcript of the
proceedings, closing certificates showing no litigation, the unqualified approving opinion of Baker
& Daniels of South Bend, Indiana and the printed bond forms with the legal opinion printed
thereon, will be furnished by the Authority.
If this bid is accepted, the undersigned will submit to the Secretary-Treasurer of the Authority
a duly certified check or cashier's check drawn on a bank or trust company which is insured by the
Federal Deposit Insurance Corporation or a Financial Surety Bond from an insurance company
licensed to issue such bond in the State of Indiana which identifies each bidder whose good faith
deposit is guaranteed by the Financial Surety Bond, payable to the South Bend Redevelopment
Authority in the amount of Sixty-Two Thousand Four Hundred Fifty Dollars ($62,450) which check
or Financial Surety Bond shall be held by said Authority as a guaranty of the performance of this
bid.
Dated this day of ,1998.
Name or Names of Bidder
Rv~
Authorized Officer or Agent
•
Address of Authorized Officer or Agent
Phone Number
Fax Number
C7
Net dollar interest cost $
Net interest rate
E-3
•
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