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HomeMy WebLinkAbout1992-06-23 Resolution 57RESOLUTION NO. 57 RESOLUTION OF THE SOUTH BEND REDEVELOPMENT AUTHORITY APPROVING THE AWARD OF THE SOUTH BEND REDEVELOPMENT AUTHORITY LEASE RENTAL REVENUE BONDS (PARKING FACILITY REFUNDING) AND APPROVING A FORM OF ESCROW AGREEMENT WHEREAS, the South Bend Redevelopment Authority (the "Authority") at a meeting on April 30, 1992, adopted Resolution No. 52 (the "Bond Resolution") authorizing the issuance and sale of bonds to be known as the "South Bend Redevelopment Authority Lease Rental Revenue Bonds (Parking Facility Refunding)" (the "Bonds") pursuant to IC 36-7-14.5 et sea., in an aggregate principal amount not to exceed Four Million Six Hundred Ninety- Five Thousand Dollars ($4,695,000) the proceeds of which are to be used to refund the outstanding South Bend Redevelopment Authority Lease Rental Revenue Bonds (Parking Facility Project) (the "1988 Bonds") issued in 1988 to finance the construction of a parking facility located at the Northwest corner of Saint Joseph Street and Wayne Street in South Bend, Indiana, and to pay the costs of issuance of the Bonds; and WHEREAS, the Refunding Bond Resolution authorized the Secretary of the Authority (the "Secretary") to publish a notice of intent to sell bonds which notice was published on May 22, 1992, and May 29, 1992, pursuant to IC 5-1-11 (the "Notice"); and WHEREAS, the Notice provided that the Authority reserved the right to increase or decrease the individual principal amount of the Bonds maturing in the years 1993 through 2008 by an amount • not to exceed $25,000 and decrease the principal amount of the Bonds maturing in the year 2009 by an amount not to exceed $200,000; and WHEREAS, the Notice further provided that such resizing of the individual principal amounts of the maturities of the Bonds may be necessary to provide sufficient funding of the escrow fund that will be established to refund the 1988 Bonds; and WHEREAS, Evensen Dodge, Inc., the financial advisor to the Authority (the "Financial Advisor") has received bids for the Bonds on behalf of the Secretary of the Authority; and WHEREAS, Evensen Dodge, Inc., has aezerminea Lice individual principal amounts of the Bonds necessary to adequately fund the escrow fund and Coopers & Lybrand has verified that the individual principal amounts of the Bonds as determined by the Financial Advisor will provide sufficient funding of the escrow • fund to refund the 1988 Bonds; and WHEREAS, there has been prepared and submitted to the Authority a form of Irrevocable Escrow Deposit Agreement to be dated as of June 1, 1992, between the Authority and Norwest Bank Indiana, N.A., as Escrow Trustee (the "Escrow Agreement"), a copy of which is hereby attached as "Exhibit A" hereto and incorporated herein, 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 1988 Bonds; -2- NOW THEREFORE, BE IT RESOLVED, by this South Bend Redevelopment Authority as follows: 1. The Authority hereby awards the Bonds to Prudential Securities, Inc.. 2. The Authority hereby approves the issuance of the Bonds in an aggregate principal amount of Four Million Six Hundred Sixty Thousand Dollars ($4,660,000) and maturing February 1 in the years at the principal amounts and bearing interest at the rates as follows: Interest Interest Year Amount Rate Year Amount Rate 1993 $140,000 3.25% 2001 $275,000 5.80% 1994 195,000 4.25% 2002 290,000 6.00% 1995 205,000 4.60% 2003 305,000 6.00% 1996 210,000 4.90% 2004 325,000 6.10% 1997 220,000 5.10% 2005 340,000 6.20% 1998 235,000 5.30% 2006 365,000 6.25% • 1999 250,000 5.50% 2007 390,000 6.30% 2000 255,000 5.70% 2008 410,000 6.30% 2009 250,000 6.30% 3. The Authority shall enter into the Escrow Agreement. substantially in the form attached hereto as Exhibit A, in order to effect the refunding of the Refunded Bonds in accordance with their terms. The Authority hereby authorizes the President and the Secretary to execute and attest, respectively, the Escrow Agreement substantially in the form attached hereto as together with such changes and modifications in form or substance as may be approved by the President and the Secretary with any such approval to be conclusively evidenced by such authorized execution and attestation of the Escrow Agreement. • -3- Adopted at a meeting of the Authority held on June 23, 1992 in the offices of the Authority, 1200 County-City Building, 227 West Jefferson Boulevard, South Bend, Indiana 46601. CITY OF SOUTH BEND REDEVELOPMENT AUTHORITY ~` By: , Jos ph W. Wroblewski, President A TEST: - ----~. Donald K. Fewell, Secretary-Treasurer \rrrompol\sthbend\stjoeway\resoluti\luawdbon.ds;llb;6/22/92; -4- FORM OF IRREVOCABLE ESCROW DEPOSIT AGREEMENT Between SOUTH BEND REDEVELOPMENT AUTHORITY and NORWEST BANK INDIANA, N.A. South Bend, Indiana, as Escrow Trustee Dated 1, 1992 (Parking Facility Refunding) • IRREVOCABLE ESCROW DEPOSIT AGREEMENT This Irrevocable Escrow Deposit Agreement, is dated as of 1992, by and between the South Bend Redevelopment Authority (the "Authority"), and Norwest Bank Indiana, N.A., South Bend, Indiana, a national banking association organized under the laws of the United States of America, as escrow trustee (the "Escrow Trustee"). RECITALS 1. Pursuant to Resolution No. 6, adopted by the Authority on June 17, 1988 (the "1988 Resolution"), the Authority has heretofore issued its South Bend Redevelopment Authority Lease Rental Revenue Bonds (Parking Facility Project) dated August 1, -• 1988 (the "1988 Bonds"), in the amount of Four Million Five Hundred Seventy-Five Thousand Dollars ($4,575,000.00), now outstanding in the principal amount of Four Million Two Hundred Fifty Thousand Dollars ($4,250,000), maturing annually on February 1 in the years 1993 to 2009 inclusive, and subject to redemption prior to maturity at the option of the Authority on the terms and conditions set forth in the 1988 Resolution-and in a Trust Agreement incorporated therein, entered into and dated as of June 1, 1988 between the Authority and First Interstate Bank of Northern Indiana, N.A., which subsequently became Norwest Bank Indiana, N.A. through acquisition (the "1988 Trust Agreement"). 2. Pursuant to Resolution No. 52 adopted by the • Authority on April 30, 1992 (the "Refunding Bond Resolution"), the Authority has authorized the issuance and sale of its refunding i• • revenue bonds designated the "South Bend Redevelopment Authority Lease Rental Revenue Bonds (Parking Facility Refunding)" in an aggregate principal amount not to exceed Four Million Six Hundred Ninety-Five Thousand Dollars ($4,695,000) (the "1992 Bonds") for the purpose of providing funds, a portion of which shall be used to effect the refunding of the 1988 Bonds, together with the authorized expenses relating thereto.. 3. The Escrow Trustee has received written notice of redemption and irrevocable instructions to redeem the 1988 Bonds as required by Section 4.02 of the 1988 Trust Agreement from the Authority. • 4. The Refunding Bond Resolution provides that the proceeds frpm the sale of the 1992 Bonds will be delivered to and applied by the Escrow Trustee in accordance with a Trust Agreement entered into and dated as of June 1, 1992 (the "Trust Agreement") between the Authority and the Escrow Trustee. 5. Section 2.10 of the Trust Agreement provides that Dollars the sum of ($ ) received from the sale of the 1992 Bonds, plus investment earnings thereon, will be applied on behalf of the Authority to pay the principal and interest on the 1988 Bonds. 6. The Authority is authorized and empowered by Indiana Code 36-7-14.5-19, as amended, to issue, sell and deliver bonds for the purpose of refunding outstanding bonds previously issued by the Authority. -3- • 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 then 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) "Annual Debt Service" means, in any year, the principal Qf and interest on the 1988 Bonds coming due in such year, and the principal of and premium, if any, with respect to any 1988 Bonds called for redemption in such year, as shown at Exhibit A attached hereto. (d) "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 1992 Bonds will be deposited for payment of the 1988 Bonds. (e) "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. (f) "Governmental Obligations" means investments in: (i) direct obligations of, or obligations the principal and -4- interest on which are unconditionally guaranteed by, the United States of America; or (ii) time certificates of deposit fully secured as to 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 1988 Bonds. (g) "Issuance Date" means the date on which the 1992 Bonds shall be issued and delivered to the purchaser or purchasers thereof, which shall be 1992. • (h) "Parking Facility" means the real estate and facility thereon located at the northwest corner of St. Joseph • Street and Wayne Street, in South Bend, Indiana. (i) "South Bend Redevelopment Authority Parking Facility Sinking Fund" means the sinking fund established by Section 3.01 Resolution for the undin Bond the Ref of the Trust Agreement, and g payment of principal of and interest on the 1992 Bonds and any and all bonds hereafter issued and payable from the rental revenues of the Parking Facility 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 Resolution No. _ adopted by the Authority on 1992, of the Escrow Trustee and the Escrow Trustee hereby confirms its acceptance of its appointment as Escrow Trustee. The Escrow Trustee hereby -5- • agrees to perform the duties set forth herein with respect to the refunding of the 1988 Bonds 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 1988 Bonds. (a) There is hereby created and established with the Escrow~•Trustee a special and irrevocable trust fund designated the "South Bend,Redevelopment Authority Lease Rental Revenue Refunding • Bond Escrow Fund" (the "Escrow Fund"). The Escrow Fund will contain the Governmental Obligations purchased with the proceeds of the 1992 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 of and interest on the 1988 Bonds to and including February 1, 1998. (b) The Authority will deposit, or cause to be deposited $ of proceeds derived from the sale of the 1992 Bonds with the Escrow Trustee, 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 1988 Bonds. • -6- (c) The Authority represents that: (i) the funds deposited pursuant to Section 3(b) are derived from the proceeds of the 1992 Bonds; and (ii) Based upon the verification report delivered by in connection with the refunding of the 1988 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 w• irrevocable escrow in the Escrow Fund during the term of this Agreement; and (ii) To apply immediately $ of such funds to the purchase of the Governmental Obligations set forth at Exhibit B; and (iii) 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 1988 Bonds and then as provided in Section 8 -7- . hereof, and such moneys, together with any increment 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 1988 Bonds, and then as provided in Section 8 hereof. Section 5. Release of Security. Simultaneously with the issuance of the 1992 Bonds and the creation of the Escrow Fund and in accordance with the provisions of the Refunding Bond Resolution, the Authority shall release and terminate the pledge of any and all moneys held in any fund or account established by the 1988 Resolution or the 1988 Trust Agreement, including any pledge of or liens on the Parking Facility as security for the payment of principal of and interest on the 1988 Bonds. In addition, tie Authority shall do any and all further acts as may '~ be necessary to release and terminate any and all rights granted under the 1988 Resolution or the 1988 Trust Agreement in and to uthorit or its Parking of the A property, funds or future revenues Y Facility. Section 6. Payment of 1988 Bonds. (a) The Escrow Trustee shall serve as the Registrar and Paying Agent for the 1988 Bonds. (b) On or before each principal and interest payment date or redemption date for the 1988 Bonds, the Escrow Trustee shall transfer to itself as trustee under the Trust Agreement funds sufficient to pay that portion of the Annual Debt Service coming due on such date, as shown at Exhibit A attached hereto. r~ L -8- (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 1988 Bonds, and the holders of owners of the 1988 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 1988 bonds shall remain an obligation of the Authority but shall only be payable from 'the Escrow Fund. Section 7. Redemption of-the 1988 Bonds. ~• (a) The Escrow Trustee acknowledges receipt of the 1988 Resolution, the 1988 Trust Agreement, 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 Trustee shall cause to be given the notice or notices of redemption of the 1988 Bonds as required in accordance with the 1988 Trust Agreement and sufficient to redeem the 1988 Bonds on February 1, 1998. The Escrow Trustee shall also cause to be given any other notices of redemption with regard to the 1988 Bonds as may otherwise be required by law. (c) Right, title and interest of the Escrow Trustee under the 1988 Trust Agreement shall cease upon deposit of the • -9- 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 1988 Bonds. The Escrow Trustee agrees to release the 1988 Trust Agreement and agrees to execute any documents to evidence such release as may be reasonably required by the Authority. (d) The Escrow 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 1988 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 Y • 1988 Bonds. After payment of the principal of and interest on the 1988 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 South Bend Redevelopment Authority Parking Facility Sinking Fund established under the Trust Agreement, except for an amount sufficient to pay, when presented for payment, any 1988 Bonds which have not been presented for payment, which amount shall be held by the Escrow Trustee pursuant to the requirements of the 1988 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 1992 Bonds, any moneys attributable to the proceeds of the 1988 Bonds, amounts -10- • received from the investment of the proceeds of the 1992 Bonds and the 1988 Bonds and any other amounts treated as proceeds of the 1992 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 1992 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 thereunder,, now or hereafter in force, to ensure that the interest • on the 1988 Bonds and the 1992 Bonds at all times continues to be excludable form 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 rustee under this A reement, except in the case of the scrow T g as E 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. • -11- • 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. (~) 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 the 1988 Bonds then outstanding, but in no 'ntment of event shall the removal be effective prior to the appoi 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 -12- or owners of not less than five percent (5%) in aggregate principal amount of the 198.8 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 board, a successor Escrow Trustee may be appointed by the owners, holders or agents of not less than fifty- one percent (51%) in aggregate principal amount of the 1988 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 M• 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 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 -13- • 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, µ • 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 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 • -14- • 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 party 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 exclusive benefit of the holders from time to time of the 1988 -15- • 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 1988 Bonds as fully and with the same rights as if it were not the Escrow Trustee. Section 17. Unclaimed Moneys. 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 1988 Bonds have been paid and discharged in accordance with the provisions of ~. the 1988 Resolution and the 1988 Trust Agreement 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 South Bend Redevelopment Authority Parking Facility Sinking Fund in accordance with Section 8 hereof. If any 1988 Bonds are not presented for payment, the Escrow Trustee shall retain funds for that purpose in accordance with the provisions therefor contained in the 1988 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 behal f of the Escrow Trustee shal l • -16- r1 U _• • bind and inure to the benefit of their respective successors and assigns, whether so expressed or not. Section 20. Amendment. This Agreement is made for the benefit of the Authority and the holders from time to time of the outstanding 1988 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 provis~.ons 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 1988 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 -17- r i• • 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 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. -18- 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. (SEAL) SOUTH BEND REDEVELOPMENT AUTHORITY By: (Written Signature) Joseph W Wroblewski (Printed Signature) President, Board of Directors ATTEST: (Written Signature) Donald K. Fewell (Printed Signature) Secretary-Treasurer, Board of Directors NORWEST BANK INDIANA, N.A. By (Written Signature) (Printed Signature) (Title) ATTEST: (Written Signature) (Printed Signature) (Title) -19- STATE OF INDIANA. ) SS: COUNTY OF ) Before me, the undersigned, a Notary Public in and992r said County and State, this day of personally appeared Joseph W. Wroblewski and Donald K. Fewell, 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. (Written Signature) (SEAL) (Printed Signature) Notary Public My commission expires • My county of residence is -20- • STATE OF INDIANA ) SS: COUNTY OF ) Before me, the undersigned, a Notary Public in and992r said County and State, this day of 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. \rrrompol\sthbend\stjoeway\escrow.agr;tmg;6/22/92 -21- EXHIBIT A 1988 BONDS PRINCIPAL AND INTEREST MATURITY, REDEMPTION AND INTEREST PAYMENT SCHEDULE Maturity, Redemption Annual Debt and Interest Payment Dates Principal Interest Service 02/01/93 $ 135,000 0 $160,861.25 156,541.25 $ 452,403.00 08/01/93 02/01/94 145,000 0 156,541.25 151,756.25 453,297.50 08/01/94 02/01/95 155,000 0 151,756.25 00 525 146 453,281.25 08/01/95 02/01/96 165,000 0 . , 146,525.00 50 832 140 452,357.50 08/01/96 02/01/97 175,000 . , 140,832.50 08/01/97 0 134,707.50 450,540.00 0 02/01/98 3,475,000 134,707.50 3,609,707.5 08/01/98 0 0 0 02/01/99 0 0 08/01/99 0 i• • • EXHIBIT B GOVERNMENTAL OBLIGATIONS Principal Amount Maturity Date Interest Rate • 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 (Parking Facility Project)" dated August 1, 1988 (the "Bonds"}, that the South Bend Redevelopment Authority in South Bend, Indiana (the "Authority"), adopted Resolution No. 52 entitled "RESOLUTION OF THE SOUTH BEND REDEVELOPMENT AUTHORITY AUTHORIZING THE ISSUANCE CIF THE SOUTH BEND REDEVELOPMENT AUTHORITY LEASE RENTAL REVENUE BONDS (PARKING FACILITY REFUNDING)" on April 30, 1992 (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 Bonds (Parking Facility Refunding)" (the "Refunding Bonds"). The proceeds of the Refunding Bonds are to be used to advance refund Refunded Bonds. Pursuant to an Irrevocable Escrow Deposit Agreement entered into between the Authority and Norwest Bank Indiana, N.A., as Escrow Trustee (the "Escrow Trustee") and dated as of June 1, 1992, the Authority has directed the Escrow Trustee 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 Trustee as Trustee and dated as of June 1, 1988 (the "Refunded Bonds Trust Agreement"), sufficient to U redeem the outstanding Refunded Bonds on February 1, 1998 (the "Redemption Date"). Pursuant to the Escrow Agreement, the Escrow Trustee on 1992, in United States Treasury Certificates of Indebtedness--State and Local Government Series ("BEGS Certificates") which amount represents a portion of the proceeds received from the sale of the Refunding Bonds. The SLGS Certificates are in the principal amounts, bear interest at has invested $ the rates and mature on the dates as fully set forth below: Principal Amount _. Maturity Interest Date Rate The Escrow Trustee, as Trustee under the Refunded Bonds Trust Agreement, has released the Refunded Bonds Trust Agreement in accordance with, Section 8.01 of said Refunded Bonds Trust Agreement upon termination of its right, title and interest with -2- said termination having occurred upon the purchase of the SLGS Certificates with a portion of the proceeds of the Refunding Bonds. NORWEST BANK INDIANA, N.A. By: Warren G. Ransom, Vice President & Trust Officer [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.] .:~ \rrrompol\sthbend\stjoeway\escrow.agt\exhibit.c.;llb;6/22/92; • -3-