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HomeMy WebLinkAbout5A3 Bear Brew LLCJuly 14, 2022 1 FIRST AMENDMENT TO REAL ESTATE PURCHASE AGREEMENT This First Amendment To Real Estate Purchase Agreement (this “First Amendment”) is made on October 27, 2016 (the “Effective Date”), by and between the South Bend Redevelopment Commission, the governing body of the City of South Bend Department of Redevelopment (“Seller”), and Chris Gerard, doing business as Bare Hands Brewery, a sole proprietorship with its principal place of business at 12804 Sandy Ct., Granger, Indiana 46530 (“Buyer”) (each a “Party,” and collectively the “Parties”). RECITALS A. Seller and Buyer entered into that certain Real Estate Purchase Agreement dated August 25, 2016 (the “Purchase Agreement”), for the purchase and sale of the Property (as defined in the Purchase Agreement) located in the City of South Bend. B. Buyer continues its examination of the Property pursuant to Section 3 of the Purchase Agreement, including zoning and land use matters, and has requested an extension of the Due Diligence Period. C. Seller desires to grant the requested extension as stated in this First Amendment. NOW, THEREFORE, in consideration of the mutual promises and obligations in this First Amendment and the Purchase Agreement, the adequacy of which consideration is hereby acknowledged, the Parties agree as follows: 1. In Section 3.B. of the Purchase Agreement, the term “sixty (60)” is deleted and replaced by the term “ninety (90).” 2. Unless expressly modified by this First Amendment, the terms and provisions of the Purchase Agreement remain in full force and effect. 3. Capitalized terms used in this First Amendment will have the meanings set forth in the Purchase Agreement unless otherwise stated herein. [Signature page follows.] 2 IN WITNESS WHEREOF, the Parties hereby execute this First Amendment To Real Estate Purchase Agreement to be effective on the Effective Date stated above. BUYER: Chris Gerard, doing business as Bare Hands Brewery, a sole proprietorship __________________________ Chris Gerard Dated: SELLER: City of South Bend, Department of Redevelopment, by and through its governing body, the South Bend Redevelopment Commission __________________________ Marcia I. Jones, President ATTEST: __________________________ Donald E. Inks, Secretary 4000.0000065 56770449.001 1 SECOND AMENDMENT TO REAL ESTATE PURCHASE AGREEMENT This Second Amendment To Real Estate Purchase Agreement (this “Second Amendment”) is made on December 15, 2016 (the “Effective Date”), by and between the South Bend Redevelopment Commission, the governing body of the City of South Bend Department of Redevelopment (“Seller”), and 410 W Wayne Street LLC, an Indiana limited liability company with its registered office at 51260 Coveside Dr., Granger, Indiana 46530 (“Buyer”), as the successor-in-interest to Chris Gerard, doing business as Bare Hands Brewery, a sole proprietorship with its principal place of business at 12804 Sandy Ct., Granger, Indiana 46530 (“Gerard”). RECITALS A. Seller and Gerard entered into that certain Real Estate Purchase Agreement dated August 25, 2016, as amended by the First Amendment To Purchase Agreement dated October 27, 2016 (collectively, the “Purchase Agreement”), for the purchase and sale of the Property (as defined in the Purchase Agreement) located in the City of South Bend. B. Gerard assigned to Buyer the Purchase Agreement pursuant to the terms of that certain Assignment And Assumption Of Real Estate Purchase Agreement dated October 27, 2016. C. Buyer continues its examination of the Property pursuant to Section 3 of the Purchase Agreement, including zoning and land use matters, and has requested an extension of the Due Diligence Period. D. Seller desires to grant the requested extension as stated in this Second Amendment. NOW, THEREFORE, in consideration of the mutual promises and obligations in this Second Amendment and the Purchase Agreement, the adequacy of which consideration is hereby acknowledged, the parties agree as follows: 1. In Section 3.B. of the Purchase Agreement, the term “ninety (90)” is deleted and replaced by the term “one hundred fifty (150).” 2. Unless expressly modified by this Second Amendment, the terms and provisions of the Purchase Agreement remain in full force and effect. 3. Capitalized terms used in this Second Amendment will have the meanings set forth in the Purchase Agreement unless otherwise stated herein. [Signature page follows.] 2 IN WITNESS WHEREOF, the parties hereby execute this Second Amendment To Real Estate Purchase Agreement to be effective on the Effective Date stated above. BUYER: 410 W Wayne Street LLC, an Indiana limited liability company By: __________________________ Printed: Its: Dated: SELLER: City of South Bend, Department of Redevelopment, by and through its governing body, the South Bend Redevelopment Commission __________________________ Marcia I. Jones, President ATTEST: __________________________ Donald E. Inks, Secretary 4000.0000065 62739102.001 THIRD AMENDMENT TO REAL ESTATE PURCHASE AGREEMENT This Third Amendment to Real Estate Purchase Agreement (“Third Amendment”) is entered on January 9, 2020 (the “Effective Date”) by the City of South Bend, Indiana, Department of Redevelopment, acting by and through its governing body, the South Bend Redevelopment Commission (the “Seller”) and 410 W. Wayne Street, LLC (“Buyer” and collectively with the Seller, the “Parties”). Each of the Parties may be referred to in this Amendment as a “Party.” Recitals A.The Parties entered into a Real Estate Purchase Agreement, dated August 25, 2016, as the same was amended by a First Amendment to Real Estate Purchase Agreement, dated October 27, 2016, and a Second Amendment to Real Estate Purchase Agreement, dated December 15, 2016 (collectively, the “REPA”), in which the Seller agreed to sell and the Buyer agreed to purchase certain real property located at 331 W. Wayne St., South Bend, Indiana (the “Property”). B.The sale of the Property closed for the purchase price of One Dollar ($1.00), and a Special Warranty Deed was recorded on March 2, 2017 in the St. Joseph County Recorder’s Office as Document No. 170897 (the “Deed”). C.The Parties desire to modify certain portions of the REPA. NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and promises contained in this Amendment and the REPA and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Parties agree as follows: 1.Section 11.C. of the REPA shall be deleted in its entirety. 2.Section 12.A. of the REPA shall be deleted in its entirety and replaced with the following: A.Development of Property. i.Buyer’s Expenditure. Buyer shall expend no less than Four Hundred Fifty-Five Thousand Eight Hundred Twenty-Eight Dollars ($455,828.00), or such other reasonable amount that the Parties may agree to in writing, on improvements to the Property, including the interior and exterior improvements of the existing structure on the Property and permanent fixtures affixed thereto, with no more than Twenty-Two Thousand Five Hundred Dollars ($22,500.00) of such amount to be expended on plans for development of the Property, including but not limited 2 to architectural and engineering plans (“Buyer’s Expenditure”). Buyer's Expenditure shall not include brewing equipment or chattel. ii. Project Plan. Buyer shall develop the Property, to the extent reasonably practicable, in accordance with the materials attached as Exhibit C (the "Project Plan"), which the Parties acknowledge is subject to standard acceptances as required for the Buyer to obtain a building permit and other licenses and permits for the operation of a brewpub. Further authorizations may be required by other departments within the City of South Bend (the "City") in order for the Buyer to obtain other permits or allowances, such as connection to the City's water and sewer systems and occupancy. Notwithstanding the foregoing, the Seller has accepted the brewhouse and brewpub concept, with a full-service restaurant, as set forth by the Project Plan and shall also review and accept the final site plan and building façade treatments prior to construction. iii. City Regulations for Central Business District. In its development of the Property, Buyer shall comply with all applicable federal, state, and local laws, including, but not limited to, the applicable requirements of the City of South Bend Zoning Ordinance, including variances as necessary. iv. Access to Property. During its development of the Property, Buyer shall allow the City, as often as is reasonably required, to perform inspections of the Property. v. Commencement of Development. Buyer shall use its good faith effort to commence construction at the Property within six months of the date this Amendment is executed by the last signatory hereto (the “Project Commencement Date”). vi. Completion of Development. Buyer shall complete the improvements to the Property, which are referred to in Section 12.A.i., of the REPA, by the last day of the 18th month from the date this Amendment is executed (the “Project Completion Date”). 3. Section 12.B. of the REPA shall be deleted in its entirety and replaced with the following: B. Certificate of Completion. i. Issuance. Within 30 days after Buyer completes Buyer’s Expenditure, Buyer can request from the Seller a certificate acknowledging completion of Buyer’s Expenditure and releasing the Seller’s reversionary interest in the Property, which is described in Section 12.C. of the REPA. 3 ii. Recordation. The Parties shall promptly record the Certificate of Completion upon issuance. Buyer shall pay the cost of recordation. 4. Section 12.C. of the REPA shall be deleted in its entirety and replaced with the following: iii. Reversion. The Parties acknowledge that the sale price of the Property does not reflect the fair market value thereof as of the date of the Property's transfer to the Buyer. In consideration for the reduced purchase price, the Buyer agreed to develop the Property, which agreement was secured by a reversionary clause in the deed. Therefore, if Buyer breaches its obligations stated in Sections 12.A.i., 12.A.v. or 12.A.vi. of the REPA, Buyer shall convey all its rights and interests in the Property to the Seller, free of all liens and encumbrances, subject to the Seller's payment to the Buyer of the actual cost of the Buyer's improvements to the Property documented by sufficient invoices or receipts for such repairs, less the value of any existing liens and encumbrances, including unpaid taxes, outstanding on the Property. In no event shall Seller's payment to the Buyer exceed Buyer's Expenditure. If the Seller does not pay Buyer the documented value of the improvements, Buyer shall not be obligated to convey its rights and interests in the Property to the Seller. 6. A new Section 21 shall be added to the Agreement as follows: WAIVER Neither the failure nor any delay on the part of a Party to exercise any right, remedy, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall nay single or partial exercise of any right, remedy, power, or privilege preclude any other or further exercise of the same or of any right, remedy, power, or privilege with respect to any occurrence be construed as a waiver of any such right, remedy, power, or privilege with respect to any other occurrence. No waiver shall be effective unless it is in writing and is signed by the party asserted to have granted such waiver. 7. A new Section 22 shall be added to the Agreement as follows: SEVERABILITY If any term or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining terms and provisions of this Agreement shall continue in full force and effect unless amended or modified by mutual consent of the Parties. 4. Unless expressly modified by this Third Amendment, the terms and provisions of the REPA remain in full force and effect. 4 5. Capitalized terms used in this Third Amendment will have the meanings set forth in the REPA unless otherwise stated herein. Signature Page Follows 6 EXHIBIT C Project Plan (Attached) FUTURE PRODUCTION AREA % 71-5 3'8"X 70-3 TST8' 3373 S?C ICOLDROOM 22'-4M0mXl8'-8 5'S* 328- JiT J*0' 0 t07T8"x4'-Tr WB"n-r MS'x<-n5S* S4sjc >i-)' 23-2 5'S"X >3-3 T/8" 2t3SQ.C TB'-Tf 7/8"X TO'-B • 235 SJC 8-3 7/8*X 13-4 7/8" 87s?C Bf]KITCHEN tS -3 5'8"X 5 -f f/4" 82S?CBEERCOOLER o ?sn iiasm rj> I5 « 37-3" JJM"7t'-3 ais* T7T5 O BREW HOUSE 45-8 W X 42-3" «753S?C £o 9 3 LAB O 'SWEATERS0FUTUREFER1IENTER O BRX3HT TANK A a&& EfHlCIHHJ o _xl &a a cf 5 1 ?l)UgHl Ooo H ^gp TTT Bs 14-3 3/4' FOURTH AMENDMENT TO REAL ESTATE PURCHASE AGREEMENT This Fourth Amendment to Real Estate Purchase Agreement (“Fourth Amendment”) is made effective as of July 9, 2020 (the “Effective Date”) by the City of South Bend, Indiana, Department of Redevelopment, acting by and through its governing body, the South Bend Redevelopment Commission (the “Seller”) and 410 W. Wayne Street, LLC (“Buyer” and collectively with the Seller, the “Parties”). Each of the Parties may be referred to in this Amendment as a “Party.” Recitals A.The Parties entered into a Real Estate Purchase Agreement, dated August 25, 2016, as the same was amended by a First Amendment to Real Estate Purchase Agreement, dated October 27, 2016, a Second Amendment to Real Estate Purchase Agreement, dated December 15, 2016, and a Third Amendment to Real Estate Purchase Agreement, dated January 9, 2020 (collectively, the “REPA”), in which the Seller agreed to sell and the Buyer agreed to purchase and develop certain real property located at 331 W. Wayne St., South Bend, Indiana (the “Property”). B.The Parties desire to modify certain portions of the REPA. NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and promises contained in this Fourth Amendment and the REPA and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Parties agree as follows: 1. Section 12.A.v. of the REPA entitled "Commencement of Development" shall be deleted in its entirety and replaced with the following: v.Commencement of Development. Buyer shall use its good faith effort to commence construction at the Property no later than September 9, 2020 (the “Project Commencement Date”). 2. Section 12.A.vi. of the REPA entitled "Completion of Development" shall be deleted in its entirety and replaced with the following: vi. Completion of Development. Buyer shall complete the improvements to the Property, which are referred to in Section 12.A.i., of the REPA, no later than September 30, 2021 (the “Project Completion Date”). 3. Unless expressly modified by this Fourth Amendment, the terms and provisions of the REPA remain in full force and effect. 4. Capitalized terms used in this Fourth Amendment will have the meanings set forth in the REPA unless otherwise stated herein. IN WITNESS WHEREOF, the undersigned have executed this Fourth Amendment as of the date set forth after their signatures. SOUTH BEND REDEVELOPMENT COMMISSION By: Marcia I. Jones, President ATTEST: Quentin M. Phillips, Secretary Date: July 23, 2020 410 W. WAYNE STREET, LLC Signed: _______________________________________ Printed: _______________________________________ Its: ____________________________________ Date:___________________________________ 2 President 7/21/20 FIFTH AMENDMENT TO REAL ESTATE PURCHASE AGREEMENT This Fifth Amendment to Real Estate Purchase Agreement (“Fifth Amendment”) is made effective as of September 9, 2020 (the “Effective Date”) by the City of South Bend, Indiana, Department of Redevelopment, acting by and through its governing body, the South Bend Redevelopment Commission (the “Seller”) and 410 W. Wayne Street, LLC (“Buyer” and collectively with the Seller, the “Parties”). Each of the Parties may be referred to in this Amendment as a “Party.” Recitals A. The Parties entered into a Real Estate Purchase Agreement, dated August 25, 2016, as the same was amended by a First Amendment to Real Estate Purchase Agreement, dated October 27, 2016, a Second Amendment to Real Estate Purchase Agreement, dated December 15, 2016, a Third Amendment to Real Estate Purchase Agreement, dated January 9, 2020, and a Fourth Amendment to Real Estate Purchase Agreement, dated effective July 9, 2020 (collectively, the “REPA”), in which the Seller agreed to sell and the Buyer agreed to purchase and develop certain real property located at 331 W. Wayne St., South Bend, Indiana (the “Property”). B. The Parties desire to modify certain portions of the REPA. NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and promises contained in this Fifth Amendment and the REPA and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Pa rties agree as follows: 1. Section 12.A.v. of the REPA entitled "Commencement of Development" shall be deleted in its entirety and replaced with the following: v. Commencement of Development. Buyer shall use its good faith effort to commence construction at the Property no later than March 31, 2021 (the “Project Commencement Date”). 2. Section 12.A.vi. of the REPA entitled "Completion of Development" shall be deleted in its entirety and replaced with the following: vi. Completion of Development. Buyer shall complete the improvements to the Property, which are referred to in Section 12.A.i., of the REPA, no later than March 31, 2022 (the “Project Completion Date”). 3. Unless expressly modified by this Fifth Amendment, the terms and provisions of the REPA remain in full force and effect. 2 4.Capitalized terms used in this Fifth Amendment will have the meanings set forth in the REPA unless otherwise stated herein. IN WITNESS WHEREOF, the undersigned have executed this Fifth Amendment as of the date set forth after their signatures. SOUTH BEND REDEVELOPMENT COMMISSION By: Marcia I. Jones, President ATTEST: Quentin M. Phillips, Secretary Date: November 23, 2020 410 W. WAYNE STREET, LLC Signed: _______________________________________ Printed: _______________________________________ Its: ____________________________________ Date:___________________________________ President 11/17/20 SIXTH AMENDMENT TO REAL ESTATE PURCHASE AGREEMENT This Sixth Amendment to Real Estate Purchase Agreement (“Sixth Amendment”) is made effec=ve as of March 31, 2022 (the “Effec=ve Date”) by the City of South Bend, Indiana, Department of Redevelopment, ac=ng by and through its governing body, the South Bend Redevelopment Commission (the “Seller”) and Bear Brew LLC (“Buyer” and collec=vely with the Seller, the “Par=es”). Each of the Par=es may be referred to in this Amendment as a “Party.” Recitals A.The Par=es entered into a Real Estate Purchase Agreement, dated August 25, 2016, as the same was amended by a First Amendment to Real Estate Purchase Agreement, dated October 27, 2016, a Second Amendment to Real Estate Purchase Agreement, dated December 15, 2016, a Third Amendment to Real Estate Purchase Agreement, dated January 9, 2020, a Fourth Amendment to Real Estate Purchase Agreement, dated effec=ve July 9, 2020, a FiWh Amendment to Real Estate Purchase Agreement, dated effec=ve September 20, 2020 (collec=vely, the “REPA”), in which the Seller agreed to sell and the Buyer agreed to purchase and develop certain real property located at 331 W. Wayne St., South Bend, Indiana (the “Property”). B.The Par=es again desire to modify certain por=ons of the REPA. NOW, THEREFORE, in considera=on of the foregoing and the mutual covenants and promises contained in this Sixth Amendment and the REPA and for other good and valuable considera=on, the receipt of which is hereby acknowledged, the Par=es agree as follows: 1. Sec=on 12.A.v. of the REPA en=tled "Commencement of Development" shall be deleted in its en=rety and replaced with the following: v. Commencement of Development. Buyer shall commence construc=on at the Property no later than September 1, 2022 (the “Project Commencement Date”). Buyer shall also complete a rough-in inspec=on with the Building Department prior to February 1, 2023 (the “Project Rough-In Inspec=on Date”). If the Project Commencement Date or Project Rough-In Inspec=on dates are not met then the Buyer shall immediately execute the Warranty Deed a`ached as Exhibit D and return the Property to the Seller, without any right to compensa=on from Seller. Buyer shall remain liable for any property taxes and assessments due and owing on the Property on and prior to the transfer date. 2.Sec=on 12.A.vi. of the REPA en=tled "Comple=on of Development" shall be deleted in its en=rety and replaced with the following: vi.Comple/on of Development. Buyer shall complete the improvements to the Property, which are referred to in Sec=on 12.A.i. of the REPA, as evidenced by the issuance of a Cer=ficate of Occupancy, no later than September 1, 2023 (the “Project Comple=on Date”). 3.Sec=on 12.C. of the REPA en=tled “Reversion” shall be revised to delete the phrase “12.A.v.” from the 5th line thereof. 4.Unless expressly modified by this Sixth Amendment, the terms and provisions of the REPA remain in full force and effect. 5.Capitalized terms used in this Sixth Amendment will have the meanings set forth in the REPA unless otherwise stated herein. IN WITNESS WHEREOF, the undersigned have executed this Sixth Amendment as of the date set forth aWer their signatures. SOUTH BEND REDEVELOPMENT COMMISSION By: Marcia I. Jones, President ATTEST: Tory Warner, Secretary Date: June 14, 2022 BEAR BREW LLC : _______________________________________ : ____Christopher Gerard_____________ It:______Sole Owner_______________________ Date:___________07/02/2022________________ EXHIBIT D Warranty Deed AUDITOR’S RECORD TRANSFER NO.__________ TAXING UNIT___________ DATE __________________ KEY NO. 018-3012-044003 WARRANTY DEED THIS INDENTURE WITNESSETH, that Bear Brew LLC, an Indiana limited liability company, with an address of 12804 Sandy Ct., Granger, Indiana 46530 (the “Grantor”) CONVEYS AND WARRANTS to the City of South Bend, Department of Redevelopment, by and through its governing body, the South Bend Redevelopment Commission, 1400 S. County-City Building, 227 W. Jefferson Boulevard, South Bend, Indiana (the “Grantee”), for and in consideration of One Dollar ($1.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the real estate located in St. Joseph County, Indiana and more particularly described as Lot A as shown on the plat of Vail’s Subdivision (First Replat), recorded on October 4, 2013, as Document No. 1330638 in the Office of the Recorder of St. Joseph County, Indiana. Parcel Key No. 018-3012-044003 Commonly Known as 331 W. Wayne St., South Bend, IN (the “Property”). The Grantor hereby conveys the Property to the Grantee free and clear of all leases or licenses; subject to real property taxes and assessments accruing after the date of conveyance; subject to all easements, covenants, conditions, restrictions, and other matters of record; subject to rights of way for roads and such matters as would be disclosed by an accurate survey and inspection of the Property. The undersigned person executing this deed on behalf of the Grantor represents and certifies that he is a duly authorized representative of the Grantor and has been fully empowered, by proper action of the governing body of the Grantor, to execute and deliver this deed, that the Grantor has full corporate capacity to convey the real estate described herein, and that all necessary action for the making of such conveyance has been taken and done. Signature Page Follows GRANTOR: BEAR BREW LLC By: Chris Gerard, Member STATE OF INDIANA ) ) SS: ST. JOSEPH COUNTY ) Before me, the undersigned, a Notary Public, in and for said County and State, personally appeared Chris Gerard, known to me to be a Member of Bear Brew LLC and acknowledged the execution of the foregoing Warranty Deed being authorized so to do. IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my official seal on the _____ day of September 2022. ____________________________________ ____________________, Notary Public Resident of ________________, Indiana Commission expires: _______________ I affirm, under the penalties for perjury, that I have taken reasonable care to redact each Social Security number in this document, unless required by law. ______________________________________ This instrument was prepared by Sandra L. Kennedy, Corporation Counsel, County-City Building, 227 W Jefferson Blvd., Ste. 1200S, South Bend, IN 46601. SEVENTH AMENDMENT TO REAL ESTATE PURCHASE AGREEMENT This Seventh Amendment to Real Estate Purchase Agreement (“Seventh Amendment”) is made effective as of February 1, 2023 (the “Effective Date”) by the City of South Bend, Indiana, Department of Redevelopment, acting by and through its governing body, the South Bend Redevelopment Commission (the “Seller”) and Bear Brew LLC (“Buyer” and collectively with the Seller, the “Parties”). Each of the Parties may be referred to in this Amendment as a “Party.” Recitals A. The Parties entered into a Real Estate Purchase Agreement, dated August 25, 2016, as the same was amended by a First Amendment to Real Estate Purchase Agreement, dated October 27, 2016, a Second Amendment to Real Estate Purchase Agreement, dated December 15, 2016, a Third Amendment to Real Estate Purchase Agreement, dated January 9, 2020, a Fourth Amendment to Real Estate Purchase Agreement, dated effective July 9, 2020, a Fifth Amendment to Real Estate Purchase Agreement, dated effective September 20, 2020, a Sixth Amendment to Real Estate Purchase Agreement. Dated effective March 31, 2022, (collectively the “REPA”), in which the Seller agreed to sell and the Buyer agreed to purchase and develop certain real property located at 331 W. Wayne St., South Bend, Indiana (the “Property”). B. The Parties again desire to modify certain portions of the REPA. NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and promises contained in this Seventh Amendment and the REPA and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Parties agree as follows: 1. The following sentence of Section 12.A.v. of the REPA entitled "Commencement of Development": Buyer shall also complete a rough-in inspection with the Building Department prior to February 1, 2023 (the “Project Rough-In Inspection Date”). Shall be deleted in its entirely and replaced with the following: Buyer shall also complete a rough-in inspection with the Building Department prior to March 1, 2023 (the “Project Rough-In Inspection Date”). 2.Unless expressly modified by this Seventh Amendment, the terms and provisions of the REPA remain in full force and effect. 3.Capitalized terms used in this Seventh Amendment will have the meanings set forth in the REPA unless otherwise stated herein. IN WITNESS WHEREOF, the undersigned have executed this Seventh Amendment as of the date set forth after their signatures. SOUTH BEND REDEVELOPMENT COMMISSION By: Marcia I. Jones, President ATTEST: Vivian Sallie, Secretary Date: February___ , 2023 BEAR BREW LLC Christopher Gerard Sole Owner Date: