HomeMy WebLinkAbout1994-05-17 Resolution 91:7
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RESOLTION NO. 91
RESOLUTION OF THE SOUTH BEND REDEVELOPMENT
AUTHORITY AUTHORIZING THE ISSUANCE AND SALE OF THE
SOUTH BEND REDEVELOPMENT AUTHORITY LEASE RENTAL
REVENUE BONDS OF 1994 (CENTURY CENTER 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 Five Hundred Thousand
and 00/100 Dollars ($7,500,000.00) pursuant to I.C. 36 -7- 14.5 -1 et
seq. to be known as the "South Bend Redevelopment Authority Lease
Rental Revenue Bonds of 1994 (Century Center Project)" (the
"Bonds ") , the proceeds of which are to be used to finance the costs
of: (i) acquiring the existing Century Center facility and
constructing certain improvements thereto and (ii) issuance of the
Bonds (the "Project "); and
WHEREAS, the Authority intends to lease the Project to
the Commission pursuant to a lease dated as of November 1, 1993
(the "Lease ") , which Lease was heretofore approved and executed by
the Authority; and
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WHEREAS, there has been prepared and submitted to the
Authority a form of Trust Agreement to be dated as of May 15, 1994,
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 such Bonds to finance the costs of
the Project; and
WHEREAS, the Authority desires to sell the Bonds by
private, negotiated sale to'First Chicago Capital Markets, Inc.,
acting on its own behalf and on behalf of certain other
underwriters (collectively referred to herein as the
"Underwriter ") , which Underwriter has prepared and presented to the
Authority a Purchase Contract (the "Purchase Contract ") relating
to the sale and purchase of the Bonds; and
WHEREAS, a Preliminary Official Statement of the
Authority relating to the issuance of the Bonds (the "Preliminary
Official Statement ") has been prepared and presented to the
Authority;
NOW, THEREFORE, BE IT RESOLVED, by this South Bend
Redevelopment Authority as follows:
Section 1. In order to pay and finance the costs of the
purposes described herein, and to pay the 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 -1 et sea., the Bonds in the aggregate principal
amount not to exceed Seven Million Five Hundred Thousand and 00/100
Dollars ($7,500,000.00).
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Section 2 Said Bonds shall be issued in accordance with
and shall be secured by a trust agreement substantially in the form
of the Trust Agreement presented to the Authority, with such
changes as the President and the Secretary of the Authority deem
necessary or appropriate to effectuate this Resolution 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 3. Norwest Bank Indiana, N.A., South Bend,
Indiana, is hereby appointed to serve as trustee (the "Trustee ")
in connection with the issuance of the Bonds to finance the
Project. The Trustee shall be charged with and shall by the Trust
Agreement undertake the duties and responsibilities customarily
associated with such position, as evidenced by the Trust Agreement.
Section 4. The Bonds are hereby authorized to be issued
under, pursuant to, and in accordance with the Trust Agreement with
a final maturity date of not later than February 1, 2019, a maximum
rate of interest for any maturity of seven and one -half percent
(7.5 %) per annum, a maximum underwriter's discount not to exceed
one percent (1.0 %) of such aggregate principal amount. Principal
of the Bonds will be payable on February 1 and interest on the
Bonds will be payable semiannually on February 1 and August 1. The
proceeds of the Bonds shall be delivered to the Trustee and applied
by the Trustee in accordance with the Trust Agreement.
Section 5. The Bonds maturing on or after February 1,
2005, may be redeemed prior to maturity, at the option of the
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Authority in whole or in part; in whole multiples of $5,000, on any
date not earlier than February 1, 2004, from any moneys made
available for that purpose, at a redemption price expressed as a
percentage of the principal amount of each Bond to be redeemed in
accordance with the following schedule, plus interest accrued on
the Bonds so redeemed to the date fixed for redemption:.
Redemption Period
Both Dates Inclusive) Redemption Price
February 1, 2004 to January 31, 2005 102%
February 1, 2005 to January 31, 2006 101%
February 1, 2006 and thereafter 100%
At the option of the Underwriter, the Underwriter may aggregate the
Bonds into one or two term bonds payable from mandatory sinking
fund redemption payments (the "Term Bonds ") . The terms and payment
schedule of such Term Bonds will be as set forth in the Trust
Agreement.
Section 6. The Bonds shall be sold by private,
negotiated sale, as provided by IC 36 -7- 14.5 -19, to the
Underwriter, at a price of not less than ninety -nine percent (99 %)
(exclusive of original issue discount) of the par value of the
Bonds plus accrued interest to the date of delivery of the Bonds
in accordance with the Purchase Contract. The President or Vice -
President of the Authority are hereby authorized to execute and
deliver the Purchase Contract substantially in the form presented
to the Authority, together with such changes and modifications as
may be approved by the President or Vice - President, said officers'
execution to be conclusive evidence of their approval of such
changes. The President or Vice - President are authorized to publish
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notice of execution of the Purchase Contract in accordance with the
provisions of IC 36 -7- 14.5 -24. The President or Vice - President are
further authorized to carry out, on behalf of the Authority, the
terms and conditions set forth in the Purchase Contract, consistent
with the provisions of this Resolution.
Section 7. The Preliminary Official Statement is hereby
approved in the form presented to the Authority at this meeting.
The President, Vice - President or Secretary- Treasurer are each
individually authorized to deem the Preliminary Official Statement
final for purposes of the provisions of Rule 15c2 -12 of the
Securities and Exchange Commission. The Underwriter is hereby
authorized and directed to cause to be distributed such Preliminary
Official Statement substantially in the form deemed final, with
such changes as may be required and which are approved by the
Authority's legal counsel to describe adequately the Bonds and
information related thereto, to all parties who in its judgment may
be interested in bidding on such Bonds.
Section 8. The Secretary is authorized and directed to
place copies of the Trust Agreement, the Purchase Contract and the
Preliminary Official Statement presented to the Authority in the
minute book immediately following the minutes of this meeting and
said documents are made a part of this Resolution as if the same
were fully set forth herein.
Section 9. Prior to the delivery of the Bonds, the
Secretary- Treasurer shall be authorized to investigate, negotiate
and obtain bond insurance and shall obtain a legal opinion as to
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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 costs of such bond insurance and 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 10. If the President or the Secretary- Treasurer
determine that market conditions at the time of the sale of the
Bonds are such that the Authority is able to finance the Project
by issuing Bonds in an aggregate principal amount which is less
than Seven Million Five Hundred Thousand and 00/100 Dollars
($7,500,000.00), then the Authority shall issue such lesser
principal amount of Bonds.
Section 11. After the sale of the Bonds, the President
and the Secretary - Treasurer are authorized to complete the Trust
Agreement and then to execute the same on behalf of the Authority.
Section 12. The President, Vice President, and
Secretary - Treasurer of this Authority and each of them is hereby
authorized, empowered and directed to enter into an agreement with
Depository Trust Company ("DTC") for the safekeeping and book -
entry of the Bonds and to complete and execute a Letter of
Representations with DTC to evidence such agreement, in
substantially the form presented to the Authority, together with
such changes and modifications as may be approved by the President,
Vice - President or Secretary- Treasurer, said officers' execution to
be conclusive evidence of their approval of such changes.
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Section 13. 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 14. 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 May 17,
1994 at 1308 County -City Building, 227 West Jefferson Boulevard,
South Bend, Indiana 46601.
ATTEST:
off"
Mar O. Ftreasurer
Secretary
SOUTH BEND REDEVELOPMENT
AUTHORITY
By: "v W
sep
W. . Wroblewski
resident
1 0 rrrompola \sthbend\ hallofam \luauthis.sue;drf;5 -17 -94;
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DRAFT OF MAY 1651994
TRUST AGREEMENT
Between
SOUTH BEND REDEVELOPMENT AUTHORITY
AND
NORWEST BANK INDIANA, N.A.,
South Bend, Indiana, Trustee
Dated as of May 15, 1994
(Century Center Project)
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INDEX
Paae
Parties, Recitals . . . . . . . . . . . . . . . . . . . . .
GrantingClauses . . . . . . . . . . . . . . . . . . . . . .
ARTICLE I. Definitions . . . . . . . . . . . . . . . . .
ARTICLE II. Maturities, Form, Issuance, Delivery
and Registration of Bonds . . . . . . . . .
ARTICLE III. Funds . . . . . . . . . . . . . . . . . . . . .
ARTICLE IV. Redemption of Bonds . . . . . . . . . . . . .
ARTICLE V. Covenants of the Authority . . . . . . . . . .
ARTICLE
VI.
Insurance . . . . . . . . . . . . . . . . . .
ARTICLE
VII.
Remedies in Case of Default . . . . . . . .
ARTICLE
VIII.
Defeasance, Payment, Release . . . . . . . . .
ARTICLE
IX.
Concerning the Trustee . . . . . . . . . . .
ARTICLE
X.
Supplemental Agreements . . . . . . . . . . .
ARTICLE
XI.
Bond Insurance . . . . . . . . . . . . . . . .
ARTICLE
XII.
Miscellaneous Provisions . . . . . . . . . . .
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TRUST AGREEMENT
THIS AGREEMENT (the "Agreement ") , executed and dated as of the
1st day of May, 1994, 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., having its principal office in the City of South Bend,
Indiana (hereinafter called the "Trustee "),
W I T N E S S E T H:
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 has determined to borrow the sum of
and 00/100 Dollars
($ .00) for the purpose of procuring funds to pay the cost
of the Project (as hereinafter defined) and to execute and issue
its Lease Rental Revenue Bonds in the form and terms as hereinafter
provided; and
WHEREAS, the Authority intends to lease said Project to the
Commission pursuant to a lease dated as of November 1, 1994; 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 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,
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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 (as hereinafter defined) 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 are 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
Sec. 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) %Name of Insurer]" means [Name of Insurer], a
insurance company.
(c) "Arbitrage Regulations" means the Treasury
Regulations under Section 148 of the Code, as the same may be
amended or supplemented or proposed to be amended or supplemented
from time to time.
(d) "Authority" means the South Bend Redevelopment
Authority, a body corporate and politic, or any successor entity.
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( e) "Board" means the Board of Directors of the
Authority.
(f) "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.
(g) "Bondholder," "holder," "owner" and "registered
owner" means the registered owner of a Bond.
(h) "Code" means the Internal Revenue Code of 1986, as
amended.
(i) "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.
(j) "Construction Fund" means the Construction Fund
created and established by Section 3.01.
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• (k) "Depository" means [name of depository], and its
successor and assigns, and includes any direct or indirect
participant of [name of depository].
(1) "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 instrumentally thereof when such obligations are backed
by the full faith and credit of the United States of America.
(m) "Lease" means the lease by the Authority to the
Commission, dated as of November 1, 1994, as the same may be
amended or supplemented.
(n) "Municipal Bond Insurance Policy" means the
municipal bond insurance policy issued by [name of issuer] insuring
the payment when due of the principal of and interest on the
Current Interest Bonds and the Maturity Amount of the Capital
Appreciation Bonds as provided therein.
(o) "Operation and Reserve Fund" means the Operation and
Reserve Fund created and established by Section 3.03.
(p) "Pledged Funds" means (i) the proceeds from the sale
• of Bonds; (ii) the rentals to be received under the Lease; and
(iii) 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.
(q) "Project" means the real estate (including all
right -of -way easements contained therein) in South Bend, Indiana,
and improvements to be made thereon by the Authority or its agent,
all as described in Exhibit A hereto, which Project is to be
financed with the proceeds of the Bonds and leased to the
Commission, pursuant to the Lease.
(r) "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
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• 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.
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(s) "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.
(t) "Representations Letter" means the representations
letter delivered by the Authority to the Depository, substantially
in the form attached as Exhibit B hereto.
(u) "Sinking Fund" means the Sinking Fund created and
established by Section 3.02.
(v) "Trustee" means and includes not only the Trustee
but also its successor or successors in trust.
(w) 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 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
Sec. 2.01. The principal amount of all Bonds which may be
issued and outstanding under this Agreement shall be
and 00/100 Dollars
shall be originally dated
shall be issued in the
Dollars ($5,000.00) each,
and shall be numbered
($ .00) face value. The Bonds
as of The Bond s
denomination of Five Thousand and 00/100
or any integral multiple thereof
consecutively.
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• The Bonds shall mature semiannually on February 1 and
August 1 on the dates and in the amounts and bear interest at the
rates as follows:
Maturity Amount Rate Maturity Amount Rate
02/01/96
02/01/02
08/01/96
08/01/02
02/01/97
02/01/03
08/01/97
08/01/03
02/01/98
02/01/04
08/01/98
08/01/04
02/01/99
02/01/05
08/01/99
08/01/05
02/01/00
02/01/06
08/01/00
08/01/06
02/01/01
02/01/07
08/01/01
08/01/07
08/01/14
The interest on all of the Bonds is payable semiannually on
February 1 and August 1 of each year, beginning February 1, 1995.
Interest shall be calculated on the basis of twelve 30 -day months
for a 360 -day year.
• 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 upon presentment and
surrender thereof in lawful money of the United States of America,
at the principal office of the Trustee in the City of South Bend,
Indiana.
All Bonds shall be cancelled 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.
Sec. 2.02. The Bonds shall be executed in the name of the
Authority by the facsimile signature of the President of its Board
and attested by the facsimile signature of the Secretary- Treasurer
of the Board. 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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• Sec. 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.
Sec. 2.04. The form of the 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:
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(Form of Bond)
UNITED STATES OF AMERICA
State of Indiana
County of St. Joseph
Registered
No.
SOUTH BEND REDEVELOPMENT AUTHORITY
LEASE RENTAL REVENUE BOND
(CENTURY CENTER PROJECT)
Interest Maturity Original Authentication
Rate Date Date Date CUSIP
Registered Owner:
Principal Sum:
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 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 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
January 15, 1995, in which case it shall bear interest from the Original Date,
which interest is payable on February 1 and August 1 of each year, beginning on
February 1, 1995. Interest shall be calculated on the basis of twelve 30 -day
months for a 360 -day year.
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 upon presentment
and surrender hereof in lawful money of the United States of America at the
principal office of Norwest Bank Indiana N.A., South Bend, Indiana 46601.
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
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is
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.
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
TRUSTEE'S CERTIFICATE
This Bond is one of the Bonds described in the within - mentioned Trust
Agreement. ..
, 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 and 00 /100 Dollars
($ .00), 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 May 1, 1994, 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.
The Authority covenants that one business day prior to August 1 and
February 1 in each year, beginning with February 1, 1995, it will pay to the
Trustee, prior to the due date, solely out of the Pledged Funds, 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 1, , may be redeemed
prior to maturity at the option of the Authority in whole or in part in whole
multiples of $5,000, in amounts and maturities selected by the Authority and by
lot within maturities, on any date not earlier than 1, , from any
monies made available for that purpose, at face value plus accrued interest to
the date fixed for redemption together with a premium -of two percent (2.06) if
redeemed on 1, , or thereafter on or before ;
one percent (1.0 %) if redeemed on 1, , or thereafter on or before
, and without premium thereafter; provided notice has been given
by first -class mail to the registered owners of all Bonds to be redeemed. 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 bear
interest or to be entitled to the lien of the Agreement from and after the date
fixed for the redemption in the call notice.
In addition, and subject to the provisions of the Agreement
permitting amounts to be credited toward a part or all of mandatory sinking fund
requirements in inverse order of mandatory redemption dates, the Bonds maturing
August 1, 2014, are subject to redemption in part through application of
mandatory sinking fund payments as provided in the Indenture beginning on
February 1, 2008, and on each August 1 and February 1 thereafter 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:
isDate Principal Amount
February
1, 2008
$
August 1,
2008
$
February
1, 2009
$
August 1,
2009
$
February
1, 2010
$
August 1,
2010
$
February
1, 2011
$
August 1,
2011
$
February
1, 2012
$
August 1,
2012
$
February
1, 2013
$
August 1,
2013
$
February
1, 2014
$
August 1,
2014
$
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
• —10—
• 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.
•
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.
unto
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
111�MM�e�MaY�u1N�/:��31�!
_ Custodian
(Cust)
under Uniform Gifts to Minors
Act
(State)
(Minor)
Additional abbreviations may also be used though not in the list above.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
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:
Signature Guaranteed
• -11-
C7
•
C�
NOTICE: Signature(s) must be
guaranteed by an eligible guarantor
institution participating in a
Securities Transfer Association
recognized signature guarantee
program.
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 alternation or
enlargement or any change whatsoever.
(End of Bond Form)
Sec. 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.
Sec. 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.
Sec. 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.
-12-
iSec. 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.
Sec. 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.
Sec. 2.10. [Book Entry Provisions]
• ARTICLE III.
Funds
Sec. 3.01. There is hereby established and created a fund
designated as the "South Bend Redevelopment Authority Century
Center Project Construction Fund." The Construction Fund shall
consist of the following accounts: Construction Account and Bond
Interest Account.
The Trustee shall deposit in the Bond Interest Account the
accrued interest paid by the purchaser with respect to the Bonds
and any unused discount and an amount equal to
and 00/100 ($ .00) from the Bond proceeds. The Trustee
shall, without other or further authority than is hereby given, pay
from the Bond Interest Account, or if the Bond Interest Account is
not sufficient, then from the Construction Account, or if the, Bond
Interest Account and the Construction Account are not sufficient,
then from the Operation and Reserve Fund created below, interest
accruing on all obligations of the Authority until the filing of
the Affidavit of Project Completion referred to below.
The Trustee shall deposit all Bond proceeds not required to
• -13-
• be deposited in another account into the Construction Account. The
Trustee shall pay the cost of issuance of the Bonds from such
account upon the presentation of an affidavit executed by any two
officers of the Authority, stating the character of the
expenditure, the amount thereof, and to whom due, together with a
statement of the creditor as to the amount owing. The Trustee
shall also pay obligations incurred for labor and to contractors,
vendors, builders and materialmen, and for acquiring real estate
and improvements thereto and equipment for the Project, the fees
and expenses of architects, engineers and construction managers and
any costs of construction and land acquisition and any other
incidental costs incurred in connection with the cost of
construction and equipment of the Project and land acquisition,
including the audit referred to in Section 5.07(c). Such payments
shall be made on presentation of a certificate of an architect or
engineer of work completed and materials or items furnished,
approved in writing by any two officers of the Authority (or,
alternatively, by any two members of the of
the City of South Bend, Indiana (the " "), so
long as the Agency Agreement (the "Agency Agreement ") dated as of
1994, between the Authority and the
is in effect; the Authority has provided
the Trustee with a copy of such Agency Agreement and hereby
covenants to provide the Trustee copies of any amendments to such
Agency Agreement) , or in the case of any items not subject to
certification by the architect or engineer, then upon the
• presentation of an affidavit executed by any two officers of the
Authority (or, alternatively, by any two members of the Board of
Public Works, as set forth above) , 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.
Upon the filing with the Trustee of such Affidavit of Project
Completion, which Affidavit of Project Completion shall be set
forth on AIA Form No. G704, the Trustee shall:
(a) Transfer from the Bond Interest Account of the
Construction Fund to the Sinking Fund created by Section 3.02 an
amount sufficient to pay principal and interest on the Bonds which
the lease rental received pursuant to the Lease hereof will not be
sufficient to pay when due; and
(b) Transfer the balance, if any, in the Bond Interest
Account to the Construction Account.
After the filing of said Affidavit of Project Completion, the
Trustee shall hold in the Construction Account an amount equal to
one hundred fifty percent (150 %) of the amount of any disputed
claims of contractors and work to be repaired as identified in
writing by the Authority to the Trustee, and transfer the
• -14-
• unobligated balance of the Construction Account, if any, to the
Sinking Fund referred to in Section 3.02 hereof. Any balance
remaining in the Construction Account after payment of all disputed
claims, claims for repair work, and obligations authorized by
Subsection (Third) of Section 5.12 shall be transferred to the
Sinking Fund within ten (10) days after the last payment of such
obligations. The Trustee shall have no responsibility to see that
the Construction Fund is properly applied, except as herein
specifically provided.
Sec. 3.02. There is hereby established and created a fund
designated as the "South Bend Redevelopment Authority Century
Center Project 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:
(i)
on, before or
rental payment
(ii)
within within eight
due.
Unpaid interest on the Current Interest Bonds due
within forty -five (45) days after the date such
.becomes due; and
Unpaid principal on the Bonds due on, before or
B) months from the date such rental payment becomes
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 3.03. The Trustee shall from time to time
withdraw from such Sinking Fund, or if the Sinking Fund is not
sufficient, then from the Construction Account of the Construction
Fund, or if the Sinking Fund and the Construction Account of the
Construction Fund are 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
Current Interest Bonds as the same falls due.
Sec. 3.03. There is hereby established and created a fund
designated as the "South Bend Redevelopment Authority Century
Center Project 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
• -15-
• purchased as authorized by Sec. 3.07, 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. The Operation
and Reserve Fund may also be used for purposes stated in Section
5.11.
Sec. 3.04. 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 Code
and the 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.
Sec. 3.05. The Trustee shall, at the written direction of
the Authority, and subject to Section 5.14, 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 deposited into the Construction Account until receipt by
the Trustee of an Affidavit of Project Completion as provided in
Article III, and thereafter, 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.
Sec. 3.06. 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.
Sec. 3.07. 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 to be
used for the redemption of Bonds, or for the purchase of Bonds if
the Authority determines that redemption of Bonds or purchase of
• -16-
•
Bonds would be advantageous to the Authority.
Sec. 3.08. 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 lien 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
Sec. 4.01. Optional and Mandatory Redemption.
(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 1, , in whole multiples of $5,000,
in amounts and maturities selected by the Authority and by lot
within maturities, on any date not earlier than 11 ,
from any moneys made available for that purpose, at face value plus
accrued interest to the date fixed for redemption together with a
premium of percent (_ %) if redeemed on , , or
thereafter on or before , percent (_ %) if
redeemed on , or thereafter on or before ,
; and without premium thereafter.
(b) Mandatory Sinking Fund Redemption. The Bonds maturing
on 1, , are also 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
the dates and in the principal amounts indicated below:
Date
• -17-
Principal Amount
• The Trustee shall credit against the mandatory sinking fund
requirement for the Bonds maturing on 11 , as
set forth above, any Bonds of such maturity delivered to the
Trustee for cancellation or purchased for cancellation by the
Trustee and cancelled by the Trustee and not theretofore applied
as a credit against any mandatory sinking fund requirement. Each
Bond of such maturity so delivered or cancelled shall be credited
by the Trustee at one hundred percent (100%) of the principal
amount thereof against the mandatory sinking fund requirements in
inverse order of mandatory sinking fund redemption dates, and the
principal amount of Bonds of such maturity to be redeemed on such
mandatory sinking fund requirements shall be accordingly reduced;
provided, however the Trustee shall only credit such Bonds to the
extent such Bonds are received on or before forty -five (45) days
preceding the applicable mandatory sinking fund redemption date as
set forth above.
Sec. 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, 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 maturities selected by the Authority and by lot (in
• such manner as the Trustee shall determine) within maturities. No
defect in such notice by the Authority to the Trustee shall affect
the validity of the redemption of any Bonds.
Sec. 4.03. Official notice of such redemption shall be
sent first -class mail 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
• -18-
mailing of said official notices of redemption shall be paid by the
• Authority.
For so long as the Depository or its nominee is the registered
owner.of the Bonds, any such notice of redemption of the Bonds will
conform to the requirements set forth in the Representations
Letter.
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.
Sec. 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.
Sec. 4.05. All Bonds so redeemed (or purchased as
authorized by Sec. 3.07) shall be cancelled 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.
Sec. 4406. 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
• -19-
• 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
Sec. 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
is thereof in the manner and to the extent provided in this Agreement
and in said Bonds.
Sec. 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 be 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.
Sec. 5.03. The Authority covenants that, except as to that
part of the Project which may hereafter be acquired by it, the
Authority has heretofore acquired the Project, subject only to
Permitted Encumbrances, 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, and
that it has and will preserve all of its interest in 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.
Sec. 5.04. The Authority covenants that it will promptly,
• -20-
• 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
in good faith contested by the Authority; further, that it will not
suffer any lien or charge to be enforced or 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, directly or through other appropriate governmental
entities, 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, or cause to be made, all needful and proper
repairs, renewals and replacements.
Sec. 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.
Sec. 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 one 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 or paramount to the` lien
hereunder of any of said Bonds and the premium and interest
thereon.
Sec. 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 affairs of the Authority, and
that it will:
40 -21-
• (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 one hundred twenty
(120) days after the Affidavit of Project Completion is filed with
the Trustee pursuant to Article III, furnish to the Trustee a full
audit and report, certified by independent certified public
accountants, covering the operations of the Authority to the
completion of construction, and showing the receipts and
disbursements for such period, and the assets and liabilities of
the Authority at the expiration of such period. Such financial
statements and reports shall be available at all reasonable times
for the inspection of any Bondholder or his authorized agent.
If the Authority shall fail to obtain and furnish such
audit and report, the Trustee shall procure such audit and report,
and pay for the same from the Operation and Reserve Fund, unless
there are not sufficient funds in said Fund, in which case all
moneys paid by the Trustee for such audit and report, 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 paramount to the lien hereunder of said Bonds
and premium and interest thereon. The Trustee, however, shall not
be obligated to obtain such audit and report unless fully
indemnified against the expense thereof and furnished with means
therefor.
(d) 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 the 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.
• -22-
• Sec. 5.08. 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
is 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 be
an "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 the Bonds are issued and to enter into
covenants on behalf of the Authority evidencing the Authority's
commitment's 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
• -23-
• proceeds of the Bonds.
(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.
(f) 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 Construction Fund, 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
• -24-
• 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.
Sec. 5.09. 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.
Sec. 5.10. 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 Sec. 5.11.
Sec. 5.11. The Authority covenants that it will not incur
any indebtedness secured by this Agreement other than the Bonds
unless either (a) the Project cannot be completed without
• unreasonable delay which would threaten a default in the payment
of principal 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 authorized herein have become due and payable and
sufficient funds have been provided to pay all principal and
interest due on such Bonds and all fees of the Trustee then due and
payable, or (b) 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.
Sec. 5.12. The Authority covenants that the proceeds of
the Bonds deposited in the Construction Account shall be used for
the following purposes:
(First) The payment of the balance, if any, of the purchase
price of the real estate herein specifically described;
(Second) The payment of the cost of construction of the
40 -25-
• Project on said real estate in accordance with the provisions of
Section 5.13 hereof. The cost of construction shall include but
not be limited to the items set forth in Sec. 3.01 hereof.
(Third) Any balance in excess of one hundred fifty percent
(150 %) of the amount of any disputed claims of contractors and work
to be repaired remaining after the completion of the Project in
accordance with Sec. 5.13 hereof may be obligated within a period
of one (1) year thereafter for any one or more of the following
purposes upon written request of the Lessee:
(a) For the purchase of equipment for -said Project; or
(b) For the improvement of said Project.
(Fourth) Any balance in excess of one hundred fifty percent
(150 %) of the amount of any disputed claims of construction and
work to be repaired remaining unobligated after one (1) year from
the filing of the affidavit referred to in Sec. 3.01 shall be
transferred to the Sinking Fund as provided in Sec. 3.01.
(Fifth) Any balance remaining after payment of all
obligations authorized by Subsection (Third) above, shall be
transferred to the Sinking Fund within ten (10) days after the last
payment of such obligations.
• Sec. 5.13. 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 further covenants that, upon the
receipt by the Trustee of the proceeds of the Bonds secured hereby,
it will forthwith proceed to construct the Project in accordance
with such plans and specifications referred to in said Lease, and
will complete such construction with all expedition practicable in
accordance with the plans and specifications, together with such
changes therein as may be authorized by the Authority pursuant to
this Section. The Authority further covenants that it will not
authorize, approve or permit any changes to be made in such plans
and specifications unless all of the following conditions exist:
(a) the proposed changes in the plans and specifications
are approved in writing by the South Bend Redevelopment Commission,
as Lessee, and, if such proposed changes, together with all other
changes previously made, will increase the original cost of the
• -26-
Project in an amount exceeding and 00/100
., Dollars ($ .00), then by the original purchaser of
the Bonds, or if the purchaser is more than one investment house,
by the manager of such syndicate;
(b) the proposed changes in the plans and specifications
will not alter the character of the Project nor reduce the value
thereof; and
(c) the proposed changes in the plans and specifications
will not result in an increase in the cost of construction of said
Project exceeding the amount of the uncommitted funds of the
Authority on hand which are not required for the completion of the
Project in accordance with the plans and specifications adopted
prior to the execution of said Lease, interest on the Bonds during
the construction period, and the payment of the incidental expenses
incurred in connection with said Project.
Prior to the completion of the Project in accordance with the
provisions of this section, performance of additional construction
work or the purchase of equipment not specified in the
above - mentioned Lease or incorporated therein by reference to the
plans and specifications shall be deemed a change or modification
in the plans and specifications subject to the requirements of this
Section.
• Except for changes made in the plans and specifications
pursuant to this Section, 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 this Agreement is fully paid, except upon compliance
with the provisions of Sec. 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.
Sec. 5.14 The Authority covenants that the proceeds from
the sale of the Bonds, proceeds received from lease rentals payable
according to the Lease, any other amounts received by the Authority
in respect to property directly or indirectly financed with any
proceeds of such Bonds, and proceeds from interest earned on the
investment and reinvestment of such proceeds and amounts, shall not
be invested or otherwise used in a manner which would cause such
Bonds to be "arbitrage bonds" within the meaning of Section 148 of
the Code and the Arbitrage Regulations. Any such investment or
other use by the Trustee shall comply with Section 148 of the Code
and such regulations or rules adopted pursuant to said Section 148,
as may be applicable and any restrictions stated in the arbitrage
is -27-
certificate of the Authority.
•
Sec. 5.15. The Authority covenants that wh enever there are
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.
Sec. 5.16. (a) The Authority, at its cost and expense,
shall obtain on the date of original issuance of the Bonds a
commitment for an owner's policy of-title insurance insuring the
marketable indefeasible fee simple title or right -of -way easement
of the Authority in the Project in an amount equal to the costs of
construction of the Project.
(b) The Authority hereby assigns to the Trustee all proceeds
payable under the owner's policies referred to in this Section 5.16
and all of the insured's rights thereunder, the full amount of
which proceeds shall be paid directly to the Trustee by the title
insurers referred to above. 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 the owner's policies
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 Trustee may deem it advisable
to make with such title insurers. The Trustee may reimburse itself
from any such insurance money for the costs,and expenses incurred
by the Trustee in connection with (i) demanding, collecting and
recovering the insurance moneys and (ii) any related court action,
settlement or adjustment, including without limitation, attorney
fees (the "Collection Costs "). All insurance moneys collected or
recovered under the owner's policies referred to above, less
Collection Costs, shall be used, at the Trustee's option, either
(i) to cure title defects and /or obtain marketable, indefeasible
fee simple title or a right -of -way easement to the Project or (ii)
redeem the Bonds or portions thereof on the earliest possible
redemption date.
ARTICLE VI.
Insurance
Sec. 6.01. The Authority covenants that during the
construction of the Project, it will carry or will cause other
persons to carry for its benefit the following kinds of insurance:
(a) Builder's risk insurance in the amount of one
• -28-
hundred percent (100 %) of the insurable value of the Project
. against physical loss or damage thereto, however caused, with such
exceptions as are ordinarily required by insurers of buildings or
facilities of a similar type. Such insurance shall be carried in
completed value form.
(b) Bodily injury and property damage insurance naming
the Authority as an insured against claims for damages for bodily
injury, including accidental death, as well as claims for property
damages which may arise from such construction. Such insurance
shall be carried for not less than the following limits of
liability for the policies indicated:
Combined bodily injury insurance, including
accidental death, and property damage insurance in an amount not
less than one Million Dollars ($1,000,000) on account of one
occurrence; or, in the alternative:
Bodily injury insurance in an amount not less than
one Million Dollars ($1,000,000) for injuries, including accidental
death, to any one (1) person, and in an amount not less than One
Million Dollars on account of one (1) accident; and
Property damage insurance in an amount not less than
Five Hundred Thousand Dollars on account of any one (1) accident
and in an amount not less than Five Hundred Thousand Dollars
• ($500,000) in the aggregate during each policy period, each of
which shall be not longer than one year.
The Authority further covenants that all contracts for the
construction of said Project will or do require the contractor to
carry such insurance as will protect the contractor from liability
under the Indiana Workers' Compensation and Workers' Occupational
Diseases Acts. Certificates of the insurance coverage required
under Subsections (a) and (b) of this section and the preceding
sentence shall be furnished to the Trustee.
Sec. 6.02. The Authority covenants that, after the
completion of the Project, 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 are
ordinarily required by insurers of buildings or facilities of a
similar type, which insurance shall be in an amount at least equal
to the greater of (i) the option to purchase price under the Lease,
or (ii) 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
• -29-
(such appraisal may be based on a recognized index of conversion
• factors); provided that such certification shall not be required
so long as the amount of such insurance shall be in an amount at
least equal to the option to purchase price under the Lease; such
insurance may contain a provision for a deductible in an amount not
exceeding $25,000; a blanket public institutional property
insurance form may be used if: (i) the insurance on the Project
is not less than the amount required by this Section 6.02; (ii) the
commission subordinates its claim for damage or destruction to
other buildings or improvements to claims for damage or destruction
of the Project; and (iii) the insurance proceeds related to damage
to or destruction of the Project are payable to the Trustee; and
(b) Rent or rental value insurance in an amount least
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 Sec. 6.02(a) above; and
(c) Public liability and property damage insurance in
amounts customarily carried for similar properties; provided
however, that, notwithstanding Sec. 6.03, such insurance may be
provided under the public liability self insurance program of the
City of South Bend.
Sec. 6.03. Except as provided in Sec. 6.02(c), such
insurance policies shall be maintained in insurance companies rated
B+ or better by A.M. Best Company (or a comparable rating service
• if A.M. Best Company ceases to exist or rate insurance companies),
and shall be countersigned by an agent of the insurer who is a
resident of the State of Indiana. A copy of such policies referred
to in Sec. 6.02 and the architect's or engineer's certificates
referred to in Sec. 6.02(a) shall be deposited with the Trustee.
A schedule of such policies shall be deposited with the Trustee.
Such schedule shall contain the names of the insurers, the amounts
of each policy, the character of the risk insured against, the
expiration date of each policy, the premium paid thereon, and any
other pertinent data.
Sec. 6.04. 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 paramount 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
• -30-
expense thereof and furnished with means therefor.
•
Sec. 6.05. The insurance policies required by Section 6.01
and Section 6.02 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 property. Such policies shall
clearly indicate that any proceeds under the policies 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 any of said policies
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.
Sec. 6.06. 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 architect,
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. Such proceeds shall be held and disbursed
by the Trustee in the manner and upon the showings provided for in
Sec. 3.01 hereof, except that the Trustee may release such
proceeds, or a part thereof, upon a showing satisfactory to the
Trustee that repairs have been made and paid for. If either or
both conditions shall not exist, the proceeds of such insurance
received by the Trustee shall be used to redeem Bonds.
Sec. 6.07. In the event the Authority shall not commence
to repair or replace the portion of 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
• -31-
Bonds outstanding hereunder, and shall have been indemnified to its
• satisfaction against all loss, damage and expense which it might
thereby incur.
Sec. 6.08. 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 damage property as
above provided) transfer such proceeds to the Sinking Fund.
Sec. 6.09. 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.
Sec. 6.10. In the event of any reconstruction of all or
a portion of the Project after substantially total destruction of
all or a portion thereof, a new building, buildings or improvements
• or portions thereof 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 or improvements or portions thereof
may be wholly different in design or construction.
Sec. 6.11. The Trustee may accept the statements,
affidavits and certificates hereinabove 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.
Remedies in Case of Default
Sec. 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 ":
• -32-
(a) default in the due and punctual payment of the interest
• on any Bonds hereby :secured and outstanding;
(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;
(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;
is -33-
• (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 referred to in Article V, 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;
(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 15 of the
Lease shall occur and be continuing.
Sec. 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 of
twenty -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.
Sec. 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 and designated as the "South
• -34-
Bend Redevelopment Authority Lease Revenue Bond (Blackthorn Golf
• Course Project) 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:
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
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, 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.
Sec. 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.
Sec. 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
• -35-
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.
Sec. 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
• thereof pending such proceedings, with such powers as the court
making such appointment shall confer.
Sec. 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, 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.
Sec. 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
40 -36-
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
Sec. 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 any 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 which when due will provide sufficient moneys,
or (iv) any combination of (i), (ii) or (iii) above 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
• -37-
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.
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 Sec. 3.02 hereof and in the Operation and Reserve Fund created
by Sec. 3.03 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 that sufficient moneys, 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
hereinabove 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 Bond Buyer, in the City of New York,
New York, or, if the 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 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 in trust
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.
Sec. 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.
• -38-
• ARTICLE IX.
Concerning the Trustee
sec. 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:
(a) After completion of construction of the Project, 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 of such 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 and Reserve 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;
• -39-
• 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 (50) in principal amount of the
Bonds then outstanding hereunder, the Trustee may, for all purposes
of this Agreement, assume that the Authority is not in default
hereunder and that none of the events hereinbefore defined as
"events of default" has happened.
(f) 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 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
• -40-
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.
Sec. 9.02. The Trustee agrees to invest funds (subject to
Sec. 5.14 hereof ) from time to time held by it as Trustee under
this Agreement, and apply the interest earned thereon as provided
in Article 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.
Sec. 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.
Sec. 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.
Sec. 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.
• -41-
• Sec. 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 of not less than
Five Million Dollars ($5,000,000).
Sec. 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 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.
Suoblemental Agreements
Sec. 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):
• -42-
(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;
(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 designate a person to act as successor depository and
authorize the execution of a new 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 pursuant to Section 2.10 hereof; and
(f) 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.
Sec. 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 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
• -43-
• 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 first -class 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
is 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 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
• -44-
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.
Sec. 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.
Sec. 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.
• Sec. 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.
Sec. 10.06. Any provision of this Agreement expressly
recognized for granting rights in or to [Name of Insurer] may not
be amended in any manner which affects the rights of [Name of
Insurer] hereunder without the prior written consent of [Name of
Insurer]. Further, unless otherwise provided in this Section
10.06, [Name of Insurer]'s consent shall be required in addition
to consent of Bondholders for the following purposes:
(a) execution and delivery of any supplemental indenture;
(b) removal of the Trustee and selection and appointment of
any successor trustee; and
(c) initiation or approval of any action not described in
clause (a) or (b) which requires consent of Bondholders.
• -45-
• ARTICLE XI.
INSURANCE
[INSURANCE PROVISIONS]
ARTICLE XII.
Miscellaneous Provisions
Sec. 12.01. 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, provided
that the Trustee determines, upon the advice of legal counsel, that
any such waiver or modification will not adversely impact the
interests of the Bondholders.
Sec. 12.02. Any notice or demand which by any provision of
this Agreement is required or permitted 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 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 Boulevard
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
• -46-
• address is filed in writing by the Trustee with the Authority for
that purpose) as follows:
Norwest Bank Indiana, N. A.
Attn: Corporate Trust Department
112 West Jefferson Boulevard
Post Office Box 112
South Bend, Indiana 46634
Sec. 12.03. In any case where the date of payment 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 or the Redemption Price may be made on the succeeding
business day with the same force and effect as if made on the
established date of payment of interest or principal or the date
fixed for redemption.
Sec. 12.04. 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.
Sec. 12:05. 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.
Sec. 12.06. 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.
Sec. 12.07. 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 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.
Sec. 12.08. This Agreement shall be construed and enforced
in accordance with the laws of the State of Indiana.
is -47-
• Sec. 12.09. 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.
Sec. 12.10. 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.
�J
• -48-
• IN WITNESS WHEREOF, SOUTH BEND REDEVELOPMENT AUTHORITY has
caused its corporate name to b.e 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
, in token of its acceptance of said .trust,
as of the day and year first hereinabove written.
•
ATTEST:
(Written Signature)
(Printed Signature)
Secretary- Treasurer,
Board of Directors
(SEAL)
ATTEST:
(Written Signature)
(Printed Signature)
(Title)
SOUTH BEND REDEVELOPMENT AUTHORITY
By:
(Written Signature)
(Printed Signature)
President, Board of Directors
NORWEST BANK INDIANA, N.A.
• -49-
(Written Signature)
(Printed Signature)
(Title)
STATE OF INDIANA )
0 ) SS:
ST. JOSEPH COUNTY )
Before me, the undersigned, a Notary Public in and for said
State, personally appeared Joseph Wroblewski and Mary ,
personally known to me to be the President and - .Secretary- Treasurer,
respectively, of the Board of Directors of the South Bend
Redevelopment Authority, and acknowledged the execution of the
foregoing Agreement for and on behalf of said Authority on
this day of , 1994.
Witness my hand and notarial seal. - -- -
(Written Signature)
(SEAL)
(Printed Signature)
Notary Public
My Commission Expires:
My County of Residence is
STATE OF INDIANA )
SS:
ST. JOSEPH COUNTY )
Before me, the undersigned, a Notary Public in and for said
State, 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 on this
day of , 1994.
Witness my hand and notarial seal.
(Written Signature)
( SEAL)
(Printed Signature)
Notary Public
My Commission Expires:
My County of Residence is
This instrument was prepared by Randolph R. Rompola, Esq., BAKER
& DANIELS, 205 West Jefferson Boulevard, Suite 250, South Bend,
Indiana 46601.
rrrompola \sthbend\ hallofam \trustagr.cc;drf;5 -16 -94
-50-
t
a
$790509000
SOUTH BEND REDEVELOPMENT AUTHORI TY
LEASE RENTAL REVENUE BONDS OF 1994
(CENTURY CENTER PROJECT
Issuer: South Bend Redevelopment Authority
Lessee: South Bend Redevelopment Commission
Purpose: To refund the Civic Center Building Authority Bonds of 1978 and to fund
improvements to the Century Center.
Maturity: February 1, 2017
Amortization: Serial Bonds 1996 to 2007
1996
$170,000
2002
$230,000
1997
180,000
2003
240,000
• 1998
185,000
2004
255,000
1999
195,000
2005
270,000
2000
205,000
2006
285,000
2001
215,000
2007
305,000
Term Bond 2017 with the following mandatory sinking fund schedule
2008
2009
2010
2011
2012
$320,000
340,000
365,000
385,000
410,000
2013 440,000
2014. 465,000
2015 495,000
2016 530,000
2017 565,000
Interest: Payable February 1,
and August 1 with the first payment due February 1,
1995.
Capitalized
Interest: Interest
will be Capitalized through and including August 1, 1995
Reserve Fund: 1 Year Maximum Debt Service
•
7,050,000
Underwriters: Lead Manager - First Chicago Capital Markets, Inc
Co- Managers Norwest Investment Services, Inc.
- Raffensperger, Hughes & Co., Inc.
Optional
Redemption: Callable in year 10 at 102
C,
•Credit
Enhancement:
Bond Insurance - MBIA, AMBA or FGIC
Security:
The bonds (lease rentals) will be payable from special ad valorem
property taxes levied on all property within the Redevelopment District,
which is coterminous wit the geographical boundaries of the City of South
Bend. In addition, the Commission intends to use certain revenues
received from operation of certain facilities subject to the Lease, certain
revenues received by the Commission from a county -wide hotel -motel tax,
and surplus tax increment revenues received from the South Bend Central
Development Area, to the extent such funds and revenues are available, to
pay lease rentals under the Lease. The revenues available from such
sources which are set aside to pay lease rentals under the Lease will
reduce the amount of taxes levied each year to pay the lease rentals.
Sources:
Uses
Sources
Bond proceeds $7,050,000
Uses
Refunding of 1978 Bonds $3,238,538
•
Construction Fund (Net) 2,571,104
Capitalized Interest 430,799
Debt Service Reserve 601,770
Costs of Issuance 147,114
Bond Insurance 60.676
7,050,000
Underwriters: Lead Manager - First Chicago Capital Markets, Inc
Co- Managers Norwest Investment Services, Inc.
- Raffensperger, Hughes & Co., Inc.
Optional
Redemption: Callable in year 10 at 102
C,
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lI
u
•
is
SOUTH BEND REDEVELOPMENT AUTHORITY
LEASE RENTAL REVENUE BONDS OF 1994
(CENTURY CENTER PROJECT)
---------- ----------- ------ - -- - -- - - -- - --
--------------
------------------------
S O U R C E S A N D U S E S O F F U N D S
DELIVERY DATE: 6/15/94
Sources of Funds
Par Amount of Bonds ................... $7,050,000.00
+Premium /- Discount ................... $0.00
Bond Proceeds ............ ............................... 7,050,000.00
Accrued Interes ......... ............................... 35,733.75
Interest
$7,085,733.75
Uses of Funds
Escrow Requirement ....... ............................... 3,238,537.50
Cost of Issuance ......... ............................... 76,613.74
Underwriter's Discount ..................( 1.000000 %)... 70,500.00
Bond Insurance ... .......................( 0.450000 %) ... 60,676.06
Accrued Interest ......... ............................... 35,733.75
Capitalized Interest ..... ............................... 430,798.61
Debt Service Reserve ..... ............................... 601,770.00
Net Construction Fund Amount ............................ 2,571,104.09
Contingency.............. ............................... 0.00
..........
First Chicago Capital Markets, Inc.
Micro -Muni Sizing Date: 05 -16 -1994 @ 10:58:54
Filename: SBRA Key: CC -94
is
SOUTH BEND REDEVELOPMENT AUTHORITY
LEASE RENTAL REVENUE BONDS OF
1994
(CENTURY
CENTER PROJECT)
DEBT SERVICE SCHEDULE
DATE
PRINCIPAL
COUPON
INTEREST
--------
PERIOD TOTAL
------ --------------
FISCAL TOTAL
-- --- --- ---------
2/ 1/95
-----
---- ---- -- -
-------- -----
304,928.00
304,928.00
304,928.00
2/ 1/96
170,000.00
4.400000
428,805.00
598,805.00
598,805.00
2/ 1/97
180,000.00
4.750000
421,325.00
601,325.00
601,325.00
2/ 1/98
185,000.00
5.050000
412,775.00
597,775.00
597,775.00
2/ 1/99
195,000.00
5.250000
403,432.50
598,432.50
598,432.50
2/ 1/ 0
205,000.00
5.350000
393,195.00
598,195.00
598,195.00
2/ 1/ 1
215,000.00
5.450000
382,227.50
597,227.50
597,227.50
2/ 1/ 2
230,000.00
5.550000
370,510.00
600,510.00
600,510.00
2/ 1/ 3
240,000.00
5.650000
357,745.00
597,745.00
597,745.00
2/ 1/ 4
255,000.00
5.750000
344,185.00
599,185.00
599,185.00
21 1/ 5
270,000.00
5.850000
329,522.50
599,522.50
599,522.50
2/ 1/ 6
285,000.00
5.950000
313,727.50
598,727.50
598,727.50
21 1/ 7
305,000.00
6.050000
296,770.00
601,770.00
601,770.00
2/ 1/ 8
320,000.00
6.450000
278,317.50
598,317.50
598,317.50
2/ 1/ 9
340,000.00
6.450000
257,677.50
597,677.50
597,677.50
2/ 1/10
365,000.00
6.450000
235,747.50
600,747.50
600,747.50
2/ 1/11
385,000.00
6.450000
212,205.00
597,205.00
597,205.00
21 1/12
410,000.00
6.450000
187,372.50
597,372.50
597,372.50
2/ 1/13
440,000.00
6.450000
160,927.50
600,927.50
600,927.50
2/ 1/14
465,000.00
6.450000
132,547.50
597,547.50
597,547.50
2/ 1/15
.495,000.00
6.450000
102,555.00
597,555.00
597,555.00
2/ 1/16
530,000.00
6.450000
70,627.50
600,627.50
600,627.50
2/ 1/17
565,000.00
6.450000
36,442.50
601,442.50
601,442.50
•
ACCRUED
7,050,000.00
6,.433,568.00
35,733 75
6,397,834.25
13,483,568.00
35,733 75
13,447,834.25
7,050,000.00
Dated 5/15/94 with Delivery
of 6/15/94
Bond Years
102,253.333
Average Coupon
6.291793
Average Life
14.504019
N I C %
6.351132
% Using 99.1393467
T I C %
6.344081
% From Delivery Date
Bond Insurance:
0.450000 % of (Total
Debt Service
Only)
= 60,676.06
First Chicago
Capital Markets, Inc.
Micro -Muni
Sizing Date:- 05-16-1994 a 10:59:46
filename:
SBRA Key: CC -94
is
0
•
•
SOUTH BEND REDEVELOPMENT AUTHORITY
LEASE RENTAL REVENUE BONDS OF 1994
(CENTURY CENTER PROJECT)
DEBT SERVICE SCHEDULE
DATE PRINCIPAL COUPON INTEREST PERIOD TOTAL FISCAL TOTAL
2/ 1/95
8/ 1/95
2/ 1/96
8/ 1/96
2/ 1/97
8/ 1/97
2/ 1/98
8/ 1/98
2/ 1/99
8/ 1/99
2/1/0
8/ 1/ 0
2/1/1
8/ 1/ 1
2/ 1/ 2
8/ 1/ 2
2/ 1/ 3
8/ 1/ 3
2/ 1/ 4
8/ 1/ 4
2/ 1/ 5
8/ 1/ 5
2/ 1/ 6
8/ 1/ 6
2/ 1/ 7
8/1/7
2/ 1/ 8
8/ 1/ 8
2/ 1/ 9
8/ 1/ 9
2/ 1/10
8/ 1/10
2/ 1/11
8/ 1/11
2/ 1/12
8/ 1/12
2/ 1/13
8/ 1/13
2/ 1/14
8/ 1/14
2/ 1/15
8/ 1/15
2/ 1/16
8/ 1/16
2/ 1/17
ACCRUED
304,928.00
214,402.50
170,000.00 4.400000 214,402.50
210,662.50
180,000.00 4.750000 210,662.50
206,387.50
185,000.00 5.050000 206,387.50
201,716.25
195,000.00 5.250000 201,716.25
196,597.50
205,000.00 5.350000 196,597.50
191,113.75
215,000.00 5.450000 191,113.75
185,255.00
230,000.00 5.550000 185,255.00
178,872.50
240,000.00 5.650000 178,872.50
172,092.50
255,000.00 5.750000 172,092.50
164,761.25
270,000.00 5.850000 164,761.25
156,863.75
285,000.00 5.950000 156,863.75
148,385.00
305,000.00 6.050000 148,385.00
139,158.75
320,000.00 6.450000 139,158.75
128,838.75
340,000.00 6.450000 128,838.75
117,873.75
365,000.00 6.450000 117,873.75
106,102.50
385,000.00 6.450000 106,102.50
93,686.25
410,000.00 6.450000 93,686.25
80,463.75
440,000.00 6.450000 80,463.75
66,273.75
465,000.00 6.450000 66,273.75
51,277.50
495,000.00 6.450000 51,277.50
35,313.75
530,000.00 6.450000 35,313.75
18,221.25
565,000.00 6.450000 18,221.25
7,050,000.00 6,433,568.00
35,733.75
7,050,000.00 6,397,834.25
304,928.00 304,928.00
214,402.50
384,402.50 598,805.00
210,662.50
390,662.50 601,325.00
206,387.50
391,387.50 597,775.00
201,716.25
396,716.25 598,432.50
196,597.50
401,597.50 598,195.00
191,113.75
406,113.75 597,227.50
185,255.00
4151255.00 600,510.00
178,872.50
418,872.50 597,745.00
172,092.50
4271092.50 599,185.00
164,761.25
434,761.25 599,522.50
156,863.75
441,863.75 598,727.50
148,385.00
453,385.00 601,770.00
139,158.75
459,158.75 598,317.50
128,838.75
468,838.75 597,677.50
117,873.75
482,873.75 600,747.50
106,102.50
491,102.50 597,205.00
93,686.25
503,686.25 597,372.50
80,463.75
520,463.75 600,927.50
66,273.75
531,273.75 597,547.50
51,277.50
546,277.50 597,555.00
35,313.75
565,313.75 600,627.50
18,221.25
583,221.25 601,442.50
13,483,568.00
35,733.75
13,447,834.25
First Chicago Capital Markets, Inc.
Micro -Muni Sizing Date: 05 -16 -1994 a 10:59:04 Filename: SERA Key: CC -94
•
is
SOUTH BEND REDEVELOPMENT AUTHORITY
LEASE RENTAL REVENUE BONDS OF 1994
(CENTURY CENTER PROJECT)
DEBT SERVICE SCHEDULE
Dated 5/15/94 with Delivery of 6/15/94
Bond Years 102,253.333
Average Coupon 6.291793
Average Life 14.504019
N I C % 6.351132 % Using 99.1393467
T I C .% 6.344081 % From Delivery Date
Bond Insurance:
0.450000 % of (Total Debt Service Only) = 60,676.06
First Chicago Capital Markets, Inc.
Micro -Muni Sizing Date: 05 -16 -1994 a 10:59:04
Filename: SBRA Key: CC -94
SOUTH BEND REDEVELOPMENT AUTHORITY
LEASE RENTAL REVENUE BONDS OF 1994
(CENTURY CENTER PROJECT)
NET DEBT SERVICE REQUIREMENTS
• DELIVERY DATE: 6/15/94
PERIOD
TOTAL
CONSTR. FUND DEBT SVC. RES.
NET
SURPLUS FUNDS
ENDING
PRINCIPAL
COUPON
INTEREST
DEBT SERVICE
EARNINGS + CAP. INT.
-- - --- ------ -- - - -- -- ----
DEBT SERVICE
---- --- ---
REMAINING
-- ---- --- --- --
-- --- - -- - -----
2/ 1/95
-- - - - ---
---- - - ---- --
--- ---- - -- -- ---
304,928.00
------- - --- --
304,928.00
-- ----
498,939.63
194,011.63
2/ 1/96
170,000.00
4.400000
428,805.00
598,805.00
36,939.55
367,853.82
2/ 1/97
180,000.00
4.750000
421,325.00
601,325.00
33,097.36
568,227.64
2/ 1/98
185,000.00
5.050000
412,775.00
597,775.00
33,097.36
564,677.64
2/ 1/99
195,000.00
5.250000
403,432.50
598,432.50
33,097.36
565,335.14
2/ 1/ 0
205,000.00
5.350000
393,195.00
598,195.00
33,097.36
565,097.64
2/ 1/ 1
215,000.00
5.450000
382,227.50
597,227.50
33,097.36
564,130.14
2/ 1/ 2
230,000.00
5.550000
370,510.00
600,510.00
33,097.36
567,412.64
2/ 1/ 3
240,000.00
5.650000
357,745.00
597,745.00
33,097.36
564,647.64
2/ 11 4
255,000.00
5.750000
344,185.00
599,185.00
33,097.36
566,087.64
2/ 1/ 5
270,000.00
5.850000
329,522.50
599,522.50
33,097.36
566,425.14
2/ 1/ 6
285,000.00
5.950000
313,727.50
598,727.50
33,097.36
565,630.14
2/ 1/ 7
305,000.00
6.050000
296,770.00
601,770.00
33,097.36
568,672.64
2/ 1/ 8
320,000.00
6.450000
278,317.50
598,317.50
33,097.36
565,220.14
2/ 1/ 9
340,000.00
6.450000
257,677.50
597,677.50
33,097.36
564,580.14
2/ 1/10
365,000.00
6.450000
235,747.50
600,747.50
33,097.36
567,650.14
2/ 1/11
385,000.00
6.450000
212,205.00
597,205.00
33,097.36
564,107.64
2/ 1/12
410,000.00
6.450000
187,372.50
597,372.50
33,097.36
564,275.14
2/ 1/13
440,000.00
6.450000
160,927.50
600,927.50
33,097.36
567,830.14
2/ 1/14
465,000.00
6.450000
132,547.50
597,547.50
33,097.36
564,450.14
2/ 1/15
495,000.00
6.450000
102,555.00
597,555.00
33,097.36
564,457.64
2/ 1/16
2/ 1/17
530,000.00
565,000.00
6.450000
6.450000
70,627.50
36,442.50
600,627.50
601,442.50
---
33,097.36
634,867.36
----- - - - - -- --- ----- - -- - --
567,530.14
1,672.57
---- ---- - -- - --
35,097.43
------
_7_050,000_00
• _
-- -- - - --
--------
_
- - - - --
6,433,568 00
-- --- ---- - ----
_13,483_568_00
1,832,693 74
_11,685_971 69
Dated 5/15/94 with Delivery
of 6/15/94
Bond Years
102,253.333
Average Coupon
6.291793
Average Life
14.504019
N I C %
6.351132
% Using 99.1393467
T I C %
6.344081
% From Delivery Date
Bond Insurance:
0.450000
% of (Total
Debt Service
Only)
= 60,676.06
First Chicago Capital Markets, Inc.
Micro -Muni Sizing Date: 05-16 -1994 a 10:59:54 Filename: SBRA Key: CC -94
•
SOUTH BEND REDEVELOPMENT AUTHORITY
LEASE RENTAL REVENUE BONDS OF 1994
(CENTURY CENTER PROJECT)
First Chicago Capital Markets, Inc.
Micro -Muni Sizing Date: 05 -16- 1994 2 10:59:12 filename: SBRA Key: CC -94
•
NET DEBT SERVICE REQUIREMENTS
•
DELIVERY DATE: 6/15/94
PERIOD
TOTAL CONSTR. FUND
DEBT SVC. RES.
NET
SURPLUS FUNDS
ENDING
PRINCIPAL
COUPON
INTEREST
DEBT SERVICE EARNINGS
+ CAP. INT.
---- -- -----
DEBT SERVICE
--- - ----- -
REMAINING
--- ---- -- - ---
----
2/
- - -- --
1/95
--- ---- ----- -
--- ------ ---
-- ---- -----
304,928.00
- ---------- --- ------ ----- ---
304,928.00
--------
498,939.63
194,011.63
8/
1/95
214,402.50
214,402.50
20,390.87
0.00
2/
1/96
170,000.00
4.400000
214,402.50
384,402.50
16,548.68
367,853.82
8/
1/96
210,662.50
210,662.50
16,548.68
194,113.82
2/
1/97
180,000.00
4.750000
210,662.50
390,662.50
16,548.68
374,113.82
8/
1/97
206,387.50
206,387.50
16,548.68
189,838.82
2/
1/98
185,000.00
5.050000
206,387.50
391,387.50
16,548.68
374,838.82
8/
1/98
201,716.25
201,716.25
16,548.68
185,167.57
2/
1/99
195,000.00
5.250000
201,716.25
396,716.25
16,548.68
380,167.57
8/
1/99
196,597.50
196,597.50
16,548.68
180,048.82
2/
1/ 0
205,000.00
5.350000
196,597.50
401,597.50
16,548.68
385,048.82
8/
1/ 0
191,113.75
191,113.75
16,548.68
174,565.07
2/
1/ 1
215,000.00
5.450000
191,113.75
406,113.75
16,548.68
389,565.07
8/
1/ 1
185,255.00
185,255.00
16,548.68
168,706.32
2/
1/ 2
230,000.00
5.550000
185,255.00
415,255.00
16,548.68
398,706.32
8/
1/ 2
178,872.50
178,872.50
16,548.68
162,323.82
2/
1/ 3
240,000.00
5.650000
178,872.50
418,872.50
16,548.68
402,323.82
8/
1/ 3
172,092.50
172,092.50
16,548.68
155,543.82
2/
1/ 4
255,000.00
5.750000
172,092.50
427,092.50
16,548.68
410,543.82
8/
1/ 4
164,761.25
164,761.25
16,548.68
148,212.57
2/
1/ 5
270,000.00
5.850000
164,761.25
434,761.25
16,548.68
418,212.57
8/
1/ 5
156,863.75
156,863.75
16,548.68
140,315.07
2/
1/ 6
285,000.00
5.950000
156,863.75
441,863.75
16,548.68
425,315.07
1/ 6
148,385.00
148,385.00
16,548.68
131,836.32
1/ 7
305,000.00
6.050600
148,385.00
453,385.00
16,548.68
436,836.32
/
1/ 7
139,158.75
139,158.75
16,548.68
122,610.07
2/
1/ 8
320,000.00
6.450000
139,158.75
459,158.75
16,548.68
442,610.07
8/
1/ 8
128,838.75
128,838.75
16,548.68
112,290.07
2/
1/ 9
340,000.00
6.450000
128,838.75
468,838.75
16,548.68
452,290.07
8/
1/ 9
117,873.75
117,873.75
16,548.68
101,325.07
2/
1/10
365,000.00
6.450000
117,873.75
482,873.75
16,548.68
466,325.07
8/
1/10
106,102.50
106,102.50
16,548.68
89,553.82
2/
1/11
385,000.00
6.450000
106,102.50
491,102.50
16,548.68
474,553.82
8/
1/11
93,686.25
93,686.25
16,548.68
77,137.57
2/
1/12
410,000.00
6.450000
93,686.25
503,686.25
16,548.68
487,137.57
8/
1/12
80,463.75
80,463.75
16,548.68
63,915.07
2/
1/13
440,000.00
6.450000
80,463.75
520,463.75
16,548.68
503,915.07
8/
1/13
66,273.75
66,273.75
16,548.68
49,725.07
2/
1/14
465,000.00
6.450000
66,273.75
531,273.75
16,548.68
514,725.07
8/
1/14
51,277.50
51,277.50
16,548.68
34,728.82
2/
1/15
495,000.00
6.450000
51,277.50
546,277.50
16,548.68
529,728.82
8/
1/15
35,313.75
35,313.75
16,548.68
18,765.07
2/
1/16
530,000.00
6.450000
35,313.75
565,313.75
16,548.68
548,765.07
8/
1/16
18,221.25
18,221.25
16,548.68
1,672.57
2/
1/17
565,000.00
6.450000
18,221.25
583,221.25
- 618,318.68
35,097.43
7,050,000.00
6,433,568.00
13,483,568.00
1,832,693.74
11,685,971.69
First Chicago Capital Markets, Inc.
Micro -Muni Sizing Date: 05 -16- 1994 2 10:59:12 filename: SBRA Key: CC -94
•
SOUTH BEND REDEVELOPMENT AUTHORITY
LEASE RENTAL REVENUE BONDS OF 1994
First Chicago Capital Markets, Inc.
Micro -Muni Sizing Date: 05 -16 -1994 a 10:59:12 Filename: SERA Key: CC -94
1�
u
is
(CENTURY CENTER PROJECT)
- - - - - -- ---------------
NET DEBT SERVICE REQUIREMENTS
•
DELIVERY DATE: 6/15/94
Dated 5/15/94
with Delivery of 6/15/94
Bond Years
102,253.333
Average Coupon
6.291793
Average Life
14.504019
N I C %
6.351132
% Using
99.1393467
T i C %
6.344081
% From Delivery Date
Bond Insurance:
0.450000 % of
(Total Debt Service
Only)
= 60,676.06
First Chicago Capital Markets, Inc.
Micro -Muni Sizing Date: 05 -16 -1994 a 10:59:12 Filename: SERA Key: CC -94
1�
u
is
•
SOUTH BEND REDEVELOPMENT AUTHORITY
LEASE RENTAL REVENUE BONDS OF 1994
(CENTURY CENTER PROJECT)
CAPITALIZED INTEREST FUND
-------------------------
DELIVERY DATE: 6/15/94
PERIOD
BEGINNING
ACCRUED
CONSTR. FUND DEBT SERVICE
CAPITALIZED
EARNINGS
TOTAL FUNDS
AVAILABLE
BOND INTEREST ENDING
CAPITALIZED BALANCE
ENDING
BALANCE
INTEREST
EARNINGS RESERVE
( 5.500000 %)
INT.
( 4.000000 %)
-- --- ----
(100.000000 %)
-------- -- - --- --------------
---- - - --
2/ 1/95
------ -- - ----- --
430,798.61
---- -- --- - -- ----
35,733.75
----- - ---- ---- -- -- -- ----
20,777.78
---- ------ -- -- -----
11,629.49
498,939.63
304,928.00 194,011.63
8/ 1/95
194,011.63
16,548.68
3,842.19
-- ---- -- - - - - --
214,402.50
214,402.50
--------------
-----
--- - - ----
35,733.75
-------- - - - - -- ------ -- - - - - --
37,326.46
15,471.68
519,330.50
Note: Capitalized Interest Fund Earnings Utitized Annual Compoundings Using a 30/360 Year Basis
First Chicago Capital Markets, Inc.
Micro -Muni Sizing Date: 05 -16- 1994 @ 10:59:22 Filename: SBRA Key: CC -94
•
•
ODRAW
DATE
6/15/94
8/ 1/94
11/ 1/94
2/ 1/95
CONSTRUCTION
FUND BALANCE
2,571,104.09
1,921,104.09
1,280,850.81
643,595.91
CONSTRUCTION
DRAW NEEDED
650,000.00
650,000.00
650,000.00
650,000.00
2,600,000.00
SOUTH BEND REDEVELOPMENT AUTHORITY
LEASE RENTAL REVENUE BONDS OF 1994
(CENTURY CENTER PROJECT)
DEI
NET CONSTR.
FUND DRAW
650,000.00
640,253.28
637,254.90
643,595.90
2,571,104.09
CONSTRUCTION FUND
AVERY DATE: 6/15/94
INV. RATE CONSTR. FUND DEBT SERVICE CAPITALIZED REMAINING
OF DRAW EARNINGS RESERVE INT. EARNINGS CONSTR. FUNDS
( 5.500000 %) ( 4.000000 %)
4.000000 1,921,104.09
4.000000 9,746.72 1,280,850.81
4.000000 12,745.10 643,595.91
4.000000 6,404.10 0.00
28,895.91
Note: Construction Fund Earnings Utilized Semi-AnnuaL Compoundings Using a 30/360 Year Basis
First Chicago Capital Markets, Inc.
Micro -Muni Sizing Date: 05 -16- 1994 @ 10:59:27 Filename: SBRA Key: CC -94
•
u
•
is
SOUTH BEND REDEVELOPMENT AUTHORITY
VARIABLE RATE LEASE RENTAL REVENUE BONDS OF 1994
(COLLEGE FOOTBALL HALL OF FAME PROJECT)
-
------------------------------------------------
SOURCES AND USES OF - - -FUNDS
DELIVERY DATE: 6/15/94
Sources of Funds
Par Amount of Bonds ................... $17,500,000.00
+Premium /- Discount ................... $0.00
Bond Proceeds ............ ............................... 17,500,000.00
$17,500,000.00
Uses of Funds
Repayment of Ban with Interest ..........................
Costof Issuance ......... ...............................
Underwriter's Discount ..................( 0.750000 %)...
Interest Rate Cap .......................( 1.050000 %) ...
CapitalizedInterest ..... ...............................
DebtService Reserve ..... ...............................
NetConstruction Fund Amount ............................
Contingency.............. ...............................
2,600,000.00
209,875.00
131,250.00
183,750.00
1,792,673.16
1,050,000.00
11,484,736.28
47,715.56
$17,500,000.00
Micro -Muni Sizing Date:. 05- 13-1994 a 07:54:09 Filename: SBRA Key: HOF
SOUTH BEND REDEVELOPMENT AUTHORITY
VARIABLE RATE LEASE RENTAL REVENUE BONDS OF 1994
(COLLEGE FOOTBALL HALL OF FAME PROJECT)
DEBT SERVICE SCHEDULE
DATE PRINCIPAL COUPON INTEREST PERIOD TOTAL FISCAL TOTAL
2/ 1/95 659,166.67 659,166.67 659,166.67
2/ 1/96 1,050,000.00 1,050,000.00 1,050,000.00
2/ 1/97 1,050,000.00 1,050,000.00 1,050,000.00
2/ 1/98 1,050,000.00 1,050,000.00 1,050,000.00
2/ 1/99 1,050,000.00 1,050,000.00 1,050,000.00
2/ 1/ 0 1,050,000.00 1,050,000.00 1,050,000.00
2/ 1/ 1 1,050,000.00 1,050,000.00 1,050,000.00
2/ 1/ 2 1,050,000.00 1,050,000.00 1,050,000.00
2/ 1/ 3 1,050,000.00 1,050,000.00 1,050,000.00
2/ 1/ 4 1,050,000.00 1,050,000.00 1,050,000.00
2/ 1/ 5 800,000.00 6.000000 1,050,000.00 1,850,000.00 1,850,000.00
2/ 1/ 6 800,000.00 6.000000 1,002,000.00 1,802,000.00 1,802,000.00
2/ 1/ 7 800,000.00 6.000000 954,000.00 1,754,000.00 1,754,000.00
2/ 1/ 8 900,000.00 6.000000 906,000.00 1,806,000.00 1,806,000.00
2/ 1/ 9 1,000,000.00 6.000000 852,000.00 1,852,000.00 1,852,000.00
2/ 1/10 1,000,000.00 6.000000 792,000.00 1,792,000.00 1,792,000.00
2/ 1/11 1,100,000.00 6.000000 732,000.00 1,832,000.00 1,832,000.00
2/ 1/12 1,100,000.00 6.000000 666,000.00 1,766,000.00 1,766,000.00
2/ 1/13 1,200,000.00 6.000000 600,000.00 1,800,000.00 1,800,000.00
2/ 1/14 1,300,000.00 6.000000 528,000.00 1,828,000.00 1,828,000.00
2/ 1/15 1,300,000.00 6.000000 450,000.00 1,750,000.00 1,750,000.00
21 1/16 1,400,000.00 6.000000 372,000.00 1,772,000.00 1,772,000.00
2/ 1/17 1,500,000.00 6.000000 288,000.00 1,788,000.00 1,788,000.00
2/ 1/18 1,600,000.00 6.000000 198,000.00 1,798,000.00 1,798,000.00
2/ 1/19 1,700,000.00 6.000000 102,000.00 1,802,000.00 1,802,000.00
is 17,500,000.00 19,601,166.67 37,101,166.67
ACCRUED
17,500,000.00 19,601,166.67 37,101,166.67
Dated 6/15/94 with Delivery of 6/15/94
Bond Years 326,686.111
Average Coupon 6.000000
Average Life 18.667778
N I C % 6.000000 % Using 100.0000000
T I C % 6.045256 % From Delivery Date
Micro -Muni Sizing Date: 05-13 -1994 @ 07:56:11 Filename: SBRA Key: HOF
is
SOUTH BEND REDEVELOPMENT AUTHORITY
VARIABLE RATE LEASE RENTAL REVENUE BONDS OF 1994
(COLLEGE FOOTBALL HALL OF FAME PROJECT)
DEBT SERVICE SCHEDULE
DATE
PRINCIPAL COUPON INTEREST
-- -- ---- - - ---- ---
PERIOD TOTAL
-- --------- --------------
FISCAL TOTAL
- - - --- -- ----
8/ 1/94
---- --- --- ---- - -----
134,166.67
134,166.67
11/ 1/94
262,500.00
262,500.00
2/ 1/95
262,500.00
262,500.00
659,166.67
5/ 1/95
262,500.00
262,500.00
8/ 1/95
262,500.00
262,500.00
11/ 1/95
262,500.00
262,500.00
2/ 1/96
262,500.00
262,500.00
1,050,000.00
5/ 1/96
262,500.00
262,500.00
8/ 1/96
262,500.00
262,500.00
11/ 1/96
262,500.00
262,500.00
2/ 1/97
262,500.00
262,500.00
1,050,000.00
5/ 1/97
262,500.00
262,500.00
S/ 1/97
262,500.00
262,500.00
11/ 1/97
262,500.00
262,500.00
21 1/98
262,500.00
262,500.00
1,050,000.00
5/ 1/98
262,500.00
262,500.00
8/ 1/98
262,500.00
262,500.00
11/ 1/98
262,500.00
262,500.00
2/ 1/99
262,500.00
262,500.00
1,0501000.00
5/ 1/99
262,500.00
262,500.00
8/ 1/99
262,500.00
262,500.00
11/ 1/99
262,500.00
262,500.00
2/ 1/ 0
262,500.00
262,500.00
1,0501000.00
5/ 1/ 0
262,500.00
262,500.00
8/ 1/ 0
262,500.00
262,500.00
•
11/ 1/ 0
262,500.00
262,500.00
2/ 1/ 1
262,500.00
262,500.00
1,050,000.00
5/ 1/ 1
262,500.00
262,500.00
8/ 1/ 1
262,500.00
262,500.00
11/ 1/ 1
262,500.00
262,500.00
2/ 1/ 2
262,500.00
262,500.00
1,050,000.00
5/ 1/ 2
262,500.00
262,500.00
8/ 1/ 2
262,500.00
262,500.00
11/ 1/ 2
262,500.00
262,500.00
2/ 1/ 3
262,500.00
262;500.00
1,050,000.00
5/ 1/ 3
262,500.00
262,500.00
8/ 1/ 3
262,500.00
262,500.00
11/ 1/ 3
262,500.00
262,500.00
2/ 1/ 4
262,500.00
262,500.00
1,050,000.00
5/ 1/ 4
262,500.00
262,500.00
8/ 1/ 4
262,500.00
262,500.00
11/ 1/ 4
262,500.00
262,500.00
2/ 1/ 5
800,000.00 6.000000 262,500.00
1,062,500.00
1,850,000.00
5/ 1/ 5
250,500.00
250,500.00
8/ 1/ 5
250,500.00
250,500.00
11/ 1/ 5
250,500.00
250,500.00
2/ 1/ 6
800,000.00 6.000000 250,500.00
1,050,500.00
1,802,000.00
5/ 1/ 6
238,500.00
238,500.00
8/ 1/ 6
238,500.00
238,500.00
11/ 1/ 6
238,500.00
238,500.00
2/ 1/ 7
800,000.00 6.000000 238,500.00
1,038,500.00
1,754,000.00
5/ 1/ 7
226,500.00
226,500.00
8/ 1/ 7
226,500.00
226,500.00
•
11/ 1/ 7
2/ 1/ 8
226,500.00
900,000.00 6.000000 226,500.00
226,500.00
1,126,500.00
1,806,000.00
5/ 1/ 8
213,000.00
213,000.00
8/ 1/ 8
213,000.00
213,000.00
Micro-Muni
Sizing .Date: 05- 13-1994 a 08:01:04
Filename:
SBRA Key: HOF
SOUTH BEND REDEVELOPMENT AUTHORITY
VARIABLE RATE LEASE RENTAL REVENUE BONDS OF 1994
(COLLEGE FOOTBALL HALL OF FAME PROJECT)
DEBT SERVICE SCHEDULE
DATE
PRINCIPAL
COUPON -
- - -- INTEREST -
-
PERIOD TOTAL
--- ------- -- ---
FISCAL TOTAL
----- -- ----
-- - -- --- --
11/ 1/ 8
--- -- -- - - - -- ---
--- - - -- -
213,000.00
213,000.00
2/ 1/ 9
1,000,000.00
6.000000
213,000.00
1,213,000.00
1,852,000.00
5/ 1/ 9
198,000.00
198,000.00
8/ 1/ 9
198,000.00
198,000.00
11/ 1/ 9
198,000.00
198,000.00
2/ 1/10
1,000,000.00
6.000000
198,000.00
1,198,000.00
1,792,000.00
5/ 1/10
183,000.00
183,000.00
8/ 1/10
183,000.00
183,000.00
11/ 1/10
183,000.00
183,000.00
2/ 1/11
1,100,000.00
6.000000
183,000.00
1,283,000.00
1,832,000.00
5/ 1/11
166,500.00
166,500.00
8/ 1/11
166,500.00
166,500.00
11/ 1/11
2/ 1/12
1,100,000.00
6.000000
166,500.00
166,500.00
166,500.00
1,266,500.00
1,766,000.00
5/ 1/12
150,000.00
150,000.00
8/ 1/12
150,000.00
150,000.00
11/ 1/12
150,000.00
150,000.00
2/ 1/13
1,200,000.00
6.000000
150,000.00
1,350,000.00
1,800,000.00
5/ 1/13
132,000.00
132,000.00
8/ 1/13
132,000.00
132,000.00
11/ 1/13
132,000.00
132,000.00
2/ 1/14
1,300,000.00
6.000000
132,000.00
1,432,000.00
1,828,000.00
5/ 1/14
112,500.00
112,500.00
8/ 1/14
112,500.00
112,500.00
11/ 1/14
112,500.00
112,500.00
•
2/ 1/15
1,300,000.00
6.000000
112,500.00
1,412,500.00
1,750,000.00
5/ 1/15
93,000.00
93,000.00
8/ 1/15
93,000.00
93,000.00
11/ 1/15
93,000.00
93,000.00
2/ 1/16
1,400,000.00
6.000000
93,000.00
1,493,000.00
1,772,000.00
5/ 1/16
72,000.00
72,000.00
8/ 1/16
72,000.00
72,000.00
11/ 1/16
72,000.00
72,000.00
2/ 1/17
1,500,000.00
6.000000
72,000.00
1,572,000.00
1,788,000.00
5/ 1/17
49,500.00.
49,500.00
8/ 1/17
49,500.00
49,500.00
11/ 1/17
49,500.00.
49,500.00
2/ 1/18
1,600,000.00
6.000000
49,500.00
1,649,500.00
1,798,000.00
5/ 1/18
25,500.00
25,500.00
8/ 1/18
25,500.00
25,500.00
11/ 1/18
25,500.00
25,500.00
2/ 1/19
1,700,000.00
6.000000
----
25,500.00
---- - - -- --
1,725,500.00
---- --- - - --- --
1,802,000.00
- --- -- -- - - - - --
17,500,000.00
19,601,166.67
37,101,166.67
ACCRUED
171500,000.00
19,601,166.67
37,101,166.67
Dated 6/15/94 with Delivery of 6/15/94
Bond Years
326,686.111
Average
Coupon
6.000000
Average
Life
18.667778
-
N I C
%
6.000000
% Using 100.0000000
T I C
%
6.045256
% From Delivery
Date
•
Micro -Muni Sizing Date:
05 -13 -1994 8 08:01:05
Filename:
SBRA Key: HOF
•
SOUTH BEND REDEVELOPMENT AUTHORITY
VARIABLE RATE LEASE RENTAL REVENUE BONDS OF 1994
(COLLEGE FOOTBALL HALL OF FAME PROJECT)
-------------------- - - - - --
NET DEBT SERVICE REQUIREMENTS
- ---------------------------
DELIVERY DATE: 6/15/94
PERIOD
TOTAL
CONSTR. FUND DEBT SVC. RES.
NET
SURPLUS FUNDS
ENDING
PRINCIPAL
COUPON
INTEREST
DEBT SERVICE
EARNINGS + CAP. INT.
------ --- ------ ----- ----
DEBT SERVICE
--- -------
REMAINING
--------------
-
2/ 1/95
-- -------- --
-------- -- ----
-- -- --- - -- --------
659,166.67
-- ----
659,166.67
--------
1,872,219.31
1,213,052.64
2/ 1/96
1,050,000.00
1,050,000.00
96,861.08
259,913.73
2/ 1/97
1,050,000.00
1,050,000.00
65,586.27
724,500.00
2/ 1/98
1,050,000.00
1,050,000.00
63,000.00
987,000.00
2/ 1/99
1,050,000.00
1,050,000.00
63,000.00
987,000.00
2/ 1/ 0
1,050,000.00
1,050,000.00
63,000.00
987,000.00
2/ 1/ 1
1,050,000.00
1,050,000.00
63,000.00
987,000.00
2/ 1/ 2
1,050,000.00
1,050,000.00
63,000.00
987,000.00
2/ 1/ 3
1,050,000.00
1,050,000.00
63,000.00
987,000.00
2/ 1/ 4
1,050,000.00
1,050,000.00
63,000.00
987,000.00
2/ 1/ 5
800,000.00
6.000000
1,050,000.00
1,850,000.00
63,000.00
1,787,000.00
2/ 1/ 6
800,000.00
6.000000
1,002,000.00
1,802,000.00
63,000.00
1,739,000.00
2/ 1/ 7
800,000.00
6.000000
954,000.00
1,754,000.00
63,000.00
1,691,000.00
2/ 1/ 8
900,000.00
6.000000
906,000.00
1,806,000.00
63,000.00
1,743,000.00
2/ 1/ 9
1,000,000.00
6.000000
852,000.00
1,852,000.00
63,000.00
1,789,000.00
2/ 1/10
1,000,000.00
6.000000
792,000.00
1,792,000.00
63,000.00
1,729,000.00
2/ 1/11
1,100,000.00
6.000000
732,000.00
1,832,000.00
63,000.00
63,000.00
1,769,000.00
1,703,000.00
2/ 1/12
2/ 1/13
1,100,000.00
1,200,000.00
6.000000
6.000000
666,000.00
600,000.00
1,766,000.00
1,800,000.00
63,000.00
1,737,000.00
2/ 1/14
1,300,000.00
6.000000
528,000.00
1,828,000.00
63,000.00
1,765,000.00
2/ 1/15
1,300,000.00
6.000000
450,000.00
1,750,000.00
63,000.00
63,000.00
1,687,000.00
1,709,000.00
2/ 1/16
2/ 1/17
1,400,000.00
1,500,000.00
6.000000
6.000000
372,000.00
288,000.06
1,772,000.00
1,788,000.00
63,000.00
1,725,000.00
1/18
�/19
1,600,000.00
1,700,000.00
6.000000
6.000000
198,000.00
102,000.00
1,798,000.00
1,802,000.00
63,000.00
1,113,000.00
1,735,000.00
689,000.00
-
-
---- --- - -- - --
17_500_000 00
--
-
-- ---- - -- - -- --
19,601_166 67
----- -- - - --
-37,- 101_166_67
---- ---- -- - - -- ------ -- - - - - --
-------- - - - - -- - 4,470,666.66
32,630,500_00
Dated 6/15/94 with Delivery of 6/15/94
Bond Years
326,686.111
Average Coupon
6.000000
Average Life
18.667778
N I C %
6.000000
% Using 100.0000000
T I C %
6.045256
% From Delivery Date
Micro-Muni
Sizing Date: 05 -13 -1994 a 07:56:24
Filename:
SBRA Key: HOF
SOUTH BEND REDEVELOPMENT AUTHORITY
VARIABLE RATE LEASE RENTAL REVENUE BONDS OF 1994
(COLLEGE FOOTBALL HALL OF FAME PROJECT)
NET DEBT SERVICE REQUIREMENTS
• DELIVERY DATE: 6/15/94
PERIOD TOTAL CONSTR. FUND DEBT SVC. RES. NET SURPLUS FUNDS
ENDING PRINCIPAL COUPON INTEREST DEBT SERVICE EARNINGS + CAP. INT. DEBT SERVICE -- REMAINING
-- - - -- --- ---- - - -- --- - -- -- --- -- --- --- -- ---- -- -------------- ----- ---- - --- ------ ------ ---- ---- -
8/ 1/94 134,166.67 134,166.67 1,809,818.28 1,675,651.61
11/ 1/94 262,500.00 262,500.00 16,673.56 1,429,825.18
2/ 1/95 262,500.00 262,500.00 45,727.47 1,213,052.64
5/ 1/95 262,500.00 262,500.00 12,070.47 962,623.12
8/ 1/95 262,500.00 262,500.00 41,078.58 741,201.70
11/ 1/95 262,500.00 262,500.00 7,375.32 486,077.02
2/ 1/96 262,500.00 262,500.00 36,336.71 259,913.73
5/ 1/96 262,500.00 262,500.00 2,586.27 0.00
8/ 1/96 262,500.00 262,500.00 31,500.00 231,000.00
11/ 1/96 262,500.00 262,500.00 262,500.00
2/ 1/97 262,500.00 262,500.00 31,500.00 231,000.00
5/ 1/97 262,500.00 262,500.00 262,500.00
8/ 1/97 262,500.00 262,500.00 31,500.00 231,000.00
11/ 1/97 262,500.00 262,500.00 262,500.00
2/ 1/98 262,500.00 262,500.00 31,500.00 231,000.00
5/ 1/98 262,500.00 262,500.00 262,500.00
8/1/98 262,500.00 262,500.00 31,500.00 262,500.00
11/ 1/98 262,500.00 262,500.00
2/ 1/99 262,500.00 262,500.00 31,500.00 262,500.00
5/ 1/99 262,500.00 262,500.00
8/ 1/99 262,500.00 262,500.00 31,500.00 231,000.00
11/ 1/99 262,500.00 262,500.00 262,500.00
2/ 1/ 0 262,500.00 262,500.00 31,500.00 231,000.00
262,500.00 262,500.00 262,500.00
1/ 0 262,500.00 262,500.00 31,500.00 231,000.00
1/ 0
1/ 1/ 0 262,500.00 262,500.00 262,500.00
2/ 1/ 1 262,500.00 262,500.00 31,500.00 262,500.00
5/ 1/ 1 262,500.00 262,500.00
8/ 1/ 1 262,500.00 262,500.00 31,500.00 231,000.00
11/ 1/ 1 262,500.00 262,500.00 262,500.00
2/ 1/ 2 262,500.00 .262,500.00 31,500.00 231,000.00
5/ 1/ 2 262,500.00 262,500.00 262,500.00
8/ 1/ 2 262,500.00 262,500.00 31,500.00 231,000.00
11/ 1/ 2
262,500.00 262,500.00 262,500.00 2/ 1/ 3 262,500.00 262,500.00 31,500.00 231,000.00
5/ 1/ 3 262,500.00 262,500.00 262,500.00
8/ 1/ 3 262,500.00 262,500.00 31,500.00 231,000.00
11/ 1/ 3 262,500.00 262,500.00 262,500.00
2/ 1/ 4 262,500.00 262,500.00 31,500.00 231,000.00
5/ 1/ 4 262,500.00 262,500.00 262,500.00
8/ 1/ 4 262,500.00 262,500.00 31,500.00 262,5 0.00
11/ 1/ 4 262,500.00 262,500.00
2/ 1/ 5 800,000.00 6.000000 262,500.00 1,062,500.00 31,500.00 1,031,000.00
5/ 1/ 5 250,500.00 250,500.00 250,500.00
8/ 1/ 5 250,500.00 250,500.00 31,500.00 219,000.00
11/ 1/ 5 250,500.00 250,500.00 250,500.00
2/ 1/ 6 800,000.00 6.000000 250,500.00 1,050,500.00 31,500.00 1,019,000.00
5/ 1/ 6 238,500.00 238,500.00 238,500.00
8/ 1/ 6 238,500.00 238,500.00 31,500.00 238,500.00
11/ 1/ 6 238.,500.00 238,500.00
2/ 1/ 7 800,000.00 6.000000 238,500.00 1,038,500.00 31,500.00 1,007,000.00
226,500.00 226,500.00 226,500.00
/ 1/ 7
1/ 7 226,500.00 226,500.00 31,500.00 195,000.00
226,500.00
1/ 7 226,500.00 226,500.00
/ 1/ 8 900,000.00 6.000000 226,500.00 1,126,500.00 31,500.00 1,095,000.00
5/ 1/ 8 213,000.00 213,000.00 213,000.00
8/ 1/ 8 213,000.00 213,000.00 31,500.00 181,500.00
SOUTH BEND REDEVELOPMENT AUTHORITY
VARIABLE RATE LEASE RENTAL REVENUE BONDS OF 1994
(COLLEGE FOOTBALL HALL OF FAME PROJECT)
NET DEBT SERVICE REQUIREMENTS
• DELIVERY DATE: 6/15/94
PERIOD TOTAL CONSTR. FUND DEBT SVC. RES. NET SURPLUS FUNDS
ENDING PRINCIPAL COUPON INTEREST DEBT SERVICE EARNINGS + CAP. INT. DEBT SERVICE -- REMAINING
- --- --- --- - - -- --- - ------ -- ---- ------ ----- --- --- - --
11/ 1/ 8 213,000.00 213,000.00 213,000.00
2/ 1/ 9 1,000,000.00 6.000000 213,000.00 1,213,000.00 31,500.00 1,181,500.00
5/ 1/ 9 198,000.00 198,000.00 198,000.00
8/ 1/ 9 198,000.00 198,000.00 31,500.00 166,500.00
11/ 1/ 9 198,000.00 198,000.00 198,000.00
2/ 1/10 1,000,000.00 6.000000 198,000.00 1,198,000.00 31,500.00 1,166,500.00
5/ 1/10 183,000.00 183,000.00 183,000.00
8/ 1/10 183,000.00 183,000.00 31,500.00 151,500.00
11/ 1/10 183,000.00 183,000.00 183,000.00
2/ 1/11 1,100,000.00 6.000000 183,000.00 .1,283,000.00 31,500.00 1,251,500.00
5/ 1/11 166,500.00 166,500.00 166,500.00
8/ 1/11 166,500.00 166,500.00 31,500.00 135,000.00
11/ 1/11 166,500.00 166,500.00 166,500.00
2/ 1/12 1,100,000.00 6.000000 166,500.00 1,266,500.00 31,500.00 1,235,000.00
5/ 1/12 150,000.00 150,000.00 150,000.00
8/ 1/12 150,000.00 150,000.00 31,500.00 118,500.00
11/ 1/12 150,000.00 150,000.00 150,000.00
2/ 1/13 1,200,000.00 6.000000 150,000.00 1,350,000.00 31,500.00 1,318,500.00
5/ 1/13 132,000.00 132,000.00 132,000.00
8/ 1/13 132,000.00 132,000.00 31,500.00 100,500.00
11/ 1/13 132,000.00 132,000.00 132,000.00
2/ 1/14 1,300,000.00 6.000000 132,000.00 1,432,000.00 31,500.00 1,400,500.00
5/ 1/14 112,500.00 112,500.00 112,500.00
1/14 112,500.00 112,500.00 31,500.00 81,000.00
4p1/14 112,500.00 112,500.00 112,500.00
/ 1/15 1,300,000.00 6.000000 112,500.00 1,412,500.00 31,500.00 1,381,000.00
5/ 1/15 93,000.00 93,000.00 93,000.00
8/ 1/15 93,000.00 93,000.00 31,500.00 61,500.00
11/ 1/15 93,000.00 93,000.00 93,000.00
2/ 1/16 1,400,000.00 6.000000 93,000.00 1,493,000.00 31,500.00 1,461,500.00
5/ 1/16 72,000.00 72,000.00 72,000.00
8/ 1/16 72,000.00 72,000.00 31,500.00 40,500.00
11/ 1/16 72,000.00 72,000.00 72,000.00
2/ 1/17 1,500,000.00 6.000000 72,000.00 1,572,000.00 31,500.00 1,540,500.00
5/ 1/17 49,500.00 49,500.00 49,500.00
8/ 1/17 49,500.00 49,500.00 31,500.00 18,000.00
11/ 1/17 49,500.00 49,500.00 49,500.00
2/ 1/18 1,600,000.00 6.000000 49,500.00 1,649,500.00 31,500.00 1,618,000.00
5/ 1/18 25,500.00 25,500.00 25,500.00
8/ 1/18 25,500.00 25,500.00 31,500.00 6,000.00
11/ 1/18 25,500.00 25,500.00 19,500.00
2/ 1/19 1,700,000.00 6.000000 25,500.00 1,725,500.00 - 1,081,500.00 644,000.00
17,500,000.00 19,601,166.67 37,101,166.67 _ 4,470,666.66 32_630,500_00
Dated 6/15/94 with Delivery of 6/15/94
Bond Years 326,686.111
Average Coupon 6.000000
Average Life 18.667778
N I C % 6.000000 % Using 100.0000000
T I C % 6.045256 % From Delivery Date
o -Muni Sizing Date: 05 -13 -1994 a 08:01:55 Filename: SBRA Key: HOF
is r
SOUTH BEND REDEVELOPMENT AUTHORITY
VARIABLE RATE LEASE RENTAL REVENUE BONDS OF 1994
(COLLEGE FOOTBALL HALL-OF FAME PROJECT)
--------------- --
CONSTRUCTION FUND
DELIVERY DATE: 6/15/94
DRAW
CONSTRUCTION
CONSTRUCTION
NET CONSTR.
INV. RATE
CONSTR. FUND DEBT SERVICE CAPITALIZED
RESERVE INT. EARNINGS
REMAINING
CONSTR. FUNDS
DATE
FUND BALANCE
DRAW NEEDED
FUND DRAW
OF DRAW
EARNINGS
( 6.000000 %) ( 4.000000 %)
- - - ---
--------
6/15/94
-------- - - - - --
11,484,736.28
-------- - - -- -- --------------
743,100.00
658,500.00
743,100.00
167,838.52
---- - - - - -- --
4.000000
4.000000
------ - - - - -- --- ----- - - -- -- ----- --
490,661.48
10, 741,636.28
10,573,797.76
8/
9/
1/95
1/95
10,741,636.28
10,573,797.76
758,000.00
723,044.18
4.000000
34,955.82
9,850,753.58
9,049,819.09
10/
1/95
9,850,753.58
833,500.00
800,934.49
4.000000
32,565.51
8,229,836.80
11/
1/95
9,049,819.09
849,900.00
819,982.29
4.000000
29,917.71
12/
1/95
8,229,836.80
842,000.00
814,793.06
4.000000
27,206.94
7,415,043.74
6,073,757.06
1/
2/
1/96
1/96
7,415,043.74
6,073,757.06
1,365,800.00
1,014,000.00
1,341,286.68
993,920.83
4.000000
4.000000
24,513.32
20,079.17 .
5,079,836.23
3/
1/96
5,079,836.23
1,080,400.00
1,063,606.62
4.000000
16,793.38
4,016,229.62
2,951,606.83
4/
1/96
4,016,229.62
1,077,900.00
1,064,622.79
4.000000
13,277.21
5/
1/96
2,951,606.83
817,800.00
808,042.31
4.000000
4.000000
9,757.69
7,086.39
1,422,350.91
6/
7/
1/96
1/96
2,143,564.52
1,422,350.91
728,300.00
799,800.00
721,213.61
795,097.86
4.000000
4,702.14
627,253.04
8/
1/96
627,253.04
516,400.00
514,326.37
4.000000
2,073.63
112,926.67
-0.00
9/
1/96
112,926.67
113,300.00
112,926.68
4.000000
373.32
12,198,700.00 11,484,736.28 713,963.72
Note: Construction Fund Earnings Utilized Semi - Annual Compoundings Using a 30/360 Year Basis
Micro -Muni Sizing Date: 05 -13 -1994 a 07:54:57 Filename: SBRA Key: HOF
•
is
Note: Capitalized Interest Fund Earnings Utilized Semi - Annual Compoundings Using a 30/360 Year Basis
Micro -Muni Sizing Date: 05-13 -1994 a 07:55:29 Filename: SBRA Key: HOF
is
is
SOUTH BEND REDEVELOPMENT AUTHORITY
VARIABLE RATE LEASE RENTAL REVENUE BONDS OF
1994
(COLLEGE FOOTBALL HALL
OF FAME PROJECT)
•
-------------------------
CAPITALIZED INTEREST FUND
DELIVERY DATE: 6/15/94
PERIOD
BEGINNING
ACCRUED CONSTR. FUND DEBT SERVICE
CAPITALIZED
TOTAL FUNDS
BOND INTEREST
ENDING
ENDING
BALANCE
INTEREST EARNINGS RESERVE
INT. EARNINGS
AVAILABLE
CAPITALIZED
BALANCE
( 6.000000 %)
( 4.000000 %)
-- -------
---- - --
(100.000000 %)
-- ----- - -- ----
-- --------
-- - - - - -- -------
8/ 1/94
- - - ---- ---
1,792,673.16
----- --- - -- -- ----- - - - - - -- -- --- ---------
8,050.00
- ----- -- ----
9,095.12
1,809,818.28
----
134,166.67
1,675,651.61
11/ 1/94
1,675,651.61
16,673.56
1,692,325.18
262,500.00
1,429,825.18
2/ 1/95
1,429,825.18
31,500.00
14,227.47
1,475,552.64
262,500.00
1,213,052.64
5/ 1/95
1,213,052.64
12,070.47
1,225,123.12
262,500.00
962,623.12
8/ 1/95
962,623.12
31,500.00
9,578.58
1,003,701.70
262,500.00
741,201.70
11/ 1/95
741,201.70
7,375.32
748,577.02
262,500.00
486,077.02
2/ 1/96
486,077.02
31,500.00
4,836.71
522,413.73
262,500.00
259,913.73
5/ 1/96
259,913.73
- - - - -- ----- --- - - - - --
2,586.27
-- ------ - - - ---
262,500.00
262,500.00
------- - - - - - --
--
------ - - - - -- ---- ----
102,550.00
76,443.50
1,971,666.66
Note: Capitalized Interest Fund Earnings Utilized Semi - Annual Compoundings Using a 30/360 Year Basis
Micro -Muni Sizing Date: 05-13 -1994 a 07:55:29 Filename: SBRA Key: HOF
is
is
SOUTH BEND REDEVELOPMENT AUTHORITY
VARIABLE RATE LEASE RENTAL REVENUE BONDS OF 1994
(COLLEGE
FOOTBALL
HALL OF FAME PROJECT)
DEBT SERVICE SCHEDULE
DATE
PRINCIPAL
COUPON
INTEREST
------- -------
PERIOD TOTAL
----- -- -----
FISCAL TOTAL
------ ---
- -- --- -- - ----
8/ 1/94
--- --- - -- - ---
---- -- --
-----
134,166.67
134,166.67
2/ 1/95
525,000.00
525,000.00
659,166.67
8/ 1/95
525,000.00
525,000.00
2/ 1/96
525,000.00
525,000.00
1,050,000.00
8/ 1/96
525,000.00
525,000.00
2/ 1/97
525,000.00
525,000.00
1,050,000.00
8/ 1/97
525,000.00
525,000.00
2/ 1/98
525,000.00
525,000.00
1,050,000.00
8/ 1/98
525,000.00
525,000.00
2/ 1/99
525,000.00
525,000.00
1,050,000.00
8/ 1/99
525,000.00
525,000.00
2/ 1/ 0
525,000.00
525,000.00
1,050,000.00
8/ 1/ 0
525,000.00
525,000.00
2/ 1/ 1
525,000.00
525,000.00
1,050,000.00
8/ 1/ 1
525,000.00
525,000.00
2/ 1/ 2
525,000.00
525,000.00
1,050,000.00
8/ 1/ 2
525,000.00
525,000.00
2/ 1/ 3
525,000.00
525,000.00
1,050,000.00
8/ 1/ 3
525,000.00
525,000.00
2/ 1/ 4
525,000.00
525,000.00
1,050,000.00
8/ 1/ 4
525,000.00
525,000.00
2/ 1/ 5
800,000.00
6.000000
525,000.00
1,325,000.00
1,850,000.00
8/ 1/ 5
501,000.00
501,000.00
2/ 1/ 6
800,000.00
6.000000
501,000.00
1,301,000.00
1,802,000.00
8/ 1/ 6
_
477,000.00
477,000.00
•
2/ 1/ 7
800,000.00
6.000000
477,000.00
1,277,000.00
1,754,000.00
8/ 1/ 7
453,000.00
453,000.00
2/ 1/ 8
900,000.00
6.000000
453,000.00
1,353,000.00
1,806,000.00
8/ 1/ 8
426,000.00
426,000.00,
2/ 1/ 9
1,000,000.00
6.000000
426,000.00
1,426,000.00
1,852,000.00
8/ 1/ 9
396,000.00
396,000.00
2/ 1/10
1,000,000.00
6.000000
396,000.00
1,396,000.00
1,792,000.00
8/ 1/10
366,000.00
366,000.00
2/ 1/11
1,100,000.00
6.000000
366,000.00
1,466,000.00
1,832,000.00
8/ 1/11
333,000.00
333,000.00
2/ 1/12
1,100,000.00
6.000000
333,000.00
1,433,000.00
1,766,000.00
8/ 1/12
300,000.00
300,000.00
2/ 1/13
1,200,000.00
6.000000
300,000.00
1,500,000.00
1,800,000.00
8/ 1/13
264,000.00
264,000.00
2/ 1/14
1,300,000.00
6.000000
264,000.00
1,564,000.00
1,828,000.00
8/ 1/14
225,000.00
225,000.00
2/ 1/15
1,300,000.00
6.000000
225,000.00
1,525,000.00
1,750,000.00
8/ 1/15
186,000.00
186,000.00
2/ 1/16
1,400,000.00
6.000000
186,000.00
1,586,000.00
1,772,000.00
8/ 1/16
144,000.00
144,000.00
2/ 1/17
1,500,000.00
6.000000
144,000.00
1,644,000.00
1,788,000.00
8/ 1/17
99,000.00
99,000.00
2/ 1/18
1,600,000.00
6.000000
99,000.00
1,699,000.00
1,798,000.00
8/ 1/18
51,000.00
51,000.00
2/ 1/19
1,700,000.00
6.000000
--
51,000.00
--- --- -- - - --
1,751,000.00
--- ----- - -- - --
1,802,000.00
---
----- - - - - --
17,500,000.00
19,601,166.67
37,101,166.67
ACCRUED
17,500,000.00
19,601,166.67
37,101,166.67
•
HOF
-
Micro Mum
Sizing Date: 05 -13 -1994 2 08:05:37
Filename:
SERA Key:
•
•
is
SOUTH BEND REDEVELOPMENT AUTHORITY
VARIABLE RATE LEASE RENTAL REVENUE BONDS OF 1994
(COLLEGE FOOTBALL HALL OF FAME PROJECT)
DEBT SERVICE SCHEDULE
Dated 6/15/94 with Delivery of 6/15/94
Bond Years 326,686.111
Average Coupon 6.000000
Average Life 18.667778
N I C % 6.000000 % Using 100.0000000
T I C % 6.000762 % From Delivery Date
Micro-Muni Sizing Date: 05- 13-1994 a 08:05:38 Filename: SBRA Key: HOF
SOUTH BEND REDEVELOPMENT AUTHORITY
VARIABLE RATE LEASE RENTAL REVENUE BONDS OF 1994
(COLLEGE FOOTBALL HALL OF FAME PROJECT)
NET DEBT SERVICE REQUIREMENTS
• DELIVERY DATE: 6/15/94
PERIOD TOTAL CONSTR. FUND DEBT SVC. RES. NET SURPLUS FUNDS
ENDING PRINCIPAL COUPON INTEREST DEBT SERVICE EARNINGS + CAP. INT. DEBT SERVICE REMAINING
------ --- --- ------- - -- ---- - ------ --- - --- --- ----- - --- -- --- - ---
8/ 1/94 134,166.67 134,166.67 1,799,872.49 1,665,705.82
2/ 1/95 525,000.00 525,000.00 64,814.12 1,205,519.94
8/ 1/95 525,000.00 525,000.00 55,610.40 736,130.33
2/ 1/96 525,000.00 525,000.00 46,222.61 257,352.94
8/ 1/96 525,000.00 525,000.00 36,647.06 231,000.00
2/ 1/97 525,000.00 525,000.00 31,500.00 493,500.00
8/ 1/97 525,000.00 525,000.00 31,500.00 493,500.00
2/ 1/98 525,000.00 525,000.00 31,500.00 493,500.00
8/ 1/98 525,000.00 525,000.00 31,500.00 493,500.00
2/ 1/99 525,000.00 525,000.00 31,500.00 493,500.00
8/ 1/99 525,000.00 525,000.00 31,500.00 493,500.00
2/ 1/ 0 525,000.00 525,000.00 31,500.00 493,500.00
8/ 1/ 0 525,000.00 525,000.00 31,500.00 493,500.00
2/ 1/ 1 525,000.00 525,000.00 31,500.00 493,500.00
8/ 1/ 1 525,000.00 525,000.00 31,500.00 493,500.00
2/ 1/ 2 525,000.00 525,000.00 31,500.00 493,500.00
8/ 1/ 2 525,000.00 525,000.00 31,500.00 493,500.00
2/ 1/ 3 525,000.00 525,000.00 31,500.00 493,500.00
8/ 1/ 3 525,000.00 525,000.00 31,500.00 493,500.00
2/ 1/ 4 525,000.00 525,000.00 31,500.00 493,500.00
8/ 1/ 4 525,000.00 525,000.00 31,500.00 493,500.00
2/ 1/ 5 800,000.00 6.000000 525,000.00 1,325,000.00 31,500.00 1,293,500.00
8/ 1/ 5 501,000.00 501,000.00 31,500.00 469,500.00
1/ 6 800,000.00 6.000000 501,000.00 1,301,000.00 31,500.00 1,269,500.00
1/ 6 477,000.00 477,000.00 31,500.00 445,500.00
/ 1/ 7 800,000.00 6.000000 477,000.00 1,277,000.00 31,500.00 1,245,500.00
8/ 1/ 7 453,000.00 453,000.00 31,500.00 421,500.00
2/ 1/ 8 900,000.00 6.000000 453,000.00 1,353,000.00 31,500.00 1,321,500.00
8/ 1/ 8 426,000.00 426,000.00 31,500.00 394,500.00
2/ 1/ 9 1,000,000.00 6.000000 426,000.00 1,426,000.00 31,500.00 1,394,500.00
8/ 1/ 9 396,000.00 396,000.00 31,500.00 364,500.00
2/ 1/10 1,000,000.00 6.000000 396,000.00 1,396,000.00 31,500.00 1,364,500.00
8/ 1/10 366,000.00 366,000.00 31,500.00 334,500.00
2/ 1/11 1,100,000.00 6.000000 366,000.00 1,466,000.00 31,500.00 1,434,500.00
8/ 1/11 333,000.00 333,000.00 31,500.00 301,500.00
2/ 1/12 1,100,000.00 6.000000 333,000.00 1,433,000.00 31,500.00 1,401,500.00
8/ 1/12 300,000.00 300,000.00 31,500.00 268,500.00
2/ 1/13 1,200,000.00 6.000000 300,000.00 1,500,000.00 31,500.00 1,468,500.00
8/ 1/13 264,000.00 264,000.00 31,500.00 232,500.00
2/ 1/14 1,300,000.00 6.000000 264,000.00 1,564,000.00 31,500.00 1,532,500.00
8/ 1/14 225,000.00 225,000.00 31,500.00 193,500.00
2/ 1/15 1,300,000.00 6.000000 225,000.00 1,525,000.00 31,500.00 1,493,500.00
8/ 1/15 186,000.00 186,000.00 31,500.00 154,500.00
2/ 1/16 1,400,000.00 6.000000 186,000.00 1,586,000.00 31,500.00 1,554,500.00
8/ 1/16 144,000.00 144,000.00 31,500.00 112,500.00
2/ 1/17 1,500,000.00 6.000000 144,000.00 1,644,000.00 31,500.00 1,612,500.00
8/ 1/17 99,000.00 99,000.00 31,500.00 67,500.00
2/ 1/18 1,600,000.00 6.000000 99,000.00 1,699,000.00 31,500.00 1,667,500.00
8/ 1/18 51,000.00 51,000.00 31,500.00 19,500.00
2/ 1/19 1,700,000.00 6.000000 51,000.00 1,751,000.00 1,081,500.00 669,500.00
------ -- - - - --- - ----- -- - --- -- ----- --- - - - - -- -------- - -- --- --------------
17,500,000-00 19,601,166.67 37 101,166.67 4,470,666.67 32,630,500.00
�o -Muni Sizing Date: 05-13-1994 @ 08:06:39 Filename: SERA Key: HOF
SOUTH BEND REDEVELOPMENT AUTHORITY
VARIABLE RATE LEASE RENTAL REVENUE BONDS OF 1994
(COLLEGE FOOTBALL HALL OF FAME PROJECT)
NET DEBT SERVICE REQUIREMENTS
• DELIVERY DATE: 6/15/94 =_
Dated 6/15/94 with Delivery of 6/15/94
Bond Years 326,686.111
Average Coupon 6.000000
Average Life 18.667778
N I C % 6.000000 % Using 100.0000000
T I C % 6.000762 % From Delivery Date
Micro-Muni Sizing Date: 05-13-1994 a 08:06:39 Filename: SBRA Key: HOF
•
•
•
is
SOUTH BEND REDEVELOPMENT AUTHORITY
VARIABLE RATE LEASE RENTAL REVENUE BONDS OF 1994
(COLLEGE FOOTBALL HALL OF FAME PROJECT) - CAB STRUCTURE
S O U R C E S A N D U S E S O F F U N D S
-------------------------------------------------
DELIVERY DATE: 6/15/94
Sources of Funds
Par Amount of Bonds ................... $16,914,154.20
+Premium /-Discount ................... $0.00
Bond Proceeds ............ ............................... 16,914,154.20
Accrued Interest ......... ............................... 53,777.92
-------------------
$16,967,932.12
Uses of Funds
Repayment of Ban with Interest ..........................
Cost of Issuance ......... ...............................
Underwriter's Discount ..................( 1.000000 %) ...
Bond Insurance ..........................( 0.450000 %) ...
AccruedInterest ......... ...............................
CapitalizedInterest ..... ...............................
DebtService Reserve ..... ...............................
NetConstruction Fund Amount ............................
Contingency.............. ...............................
2,600,000.00
168,000.00
169,141.54
198,834.94
53,777.92
600,981.41
1,691,415.42
11,484,736.28
1,044.61
$16,967,932.12
Micro -Muni Sizing Date: 05- 13-1994 a 08:39:46 Filename: SBRA Key: HOF-CAB
•
SOUTH BEND REDEVELOPMENT AUTHORITY
VARIABLE
RATE LEASE RENTAL REVENUE BONDS OF 1994
(COLLEGE FOOTBALL HALL OF FAME PROJECT)
- CAB STRUCTURE
DEBT SERVICE SCHEDULE
DATE
PRINCIPAL
COUPON
INTEREST
-------
PERIOD TOTAL
--- -- -- -------
FISCAL TOTAL
- ------
-- --
2/
- - -- ---
1/95
--- -- --- - --
-- -- -- - --- --
---- -- -- - ---
458,904.89
458,904.89
458,904.89
2/
1/96
4. 400000
645 ,335.00
645,335.00
645,335.00
2/
1/97
4. 750000
645 ,335.00
645,335.00
645,335.00
2/
1/98
5. 050000
645 ,335.00
645,335.00
645,335.00
2/
1/99
5. 250000
645 ,335.00
645,335.00
645,335.00
2/
1/ 0
5.350000
645,335.00
645,335.00
645,335.00
2/
1/ 1
40,000.00
5. 450000
645 ,335.00
685,335.00
685,335.00
2/
1/ 2
55,000.00
5.550000
643,155.00
698,155.00
698,155.00
2/
1/ 3
155,000.00
5.650000
640,102.50
795,102.50
795,102.50
2/
1/ 4
505,000.00
5.750000
631,345.00
1,136,345.00
1,136,345.00
2/
1/ 5
470,000.00
5.850000
602,307.50
1,072,307.50
1,072,307.50
2/
1/ 6
2,035,000.00
5.950000
574,812.50
2,609,812.50
2,609,812.50
2/
1/ 7
1,470,000.00
6.050000
453,730.00
1,923,730.00
1,923,730.00
2/
1/ 8
1,770,000.00
6.150000
364,795.00
2,134,795.00
2,134,795.00
2/
1/ 9
1,960,000.00
6.250000
255,940.00
2,215,940.00
2,215,940.00
2/
1/10
2,085,000.00
6.400000
133,440.00
2,218,440.00
2,218,440.00
2/
1/11
828,903.60
1,691,096.40
2,520,000.00
2,520,000.00
2/
1/12
866,034.75
1,948,965.25
2,815,000.00
2,815,000.00
2/
1/13
810,016.25
2,004,983.75
2,815,000.00
2,815,000.00 .
2/
1/14
756,283.40
2,053,716.60
2,810,000.00
2,810,000.00
2/
1/15
707,361.30
2,102,638.70
2,810,000.00
2,810,000.00
2/
1/16
661,614.50
2,148,385.50
2,810,000.00
2,810,000.00
2/
1/17
618,818.20
2,191,181.80
2,810,000.00
2,810,000.00
2/
1/18
578,775.70
2,231,224.30
2,810,000.00
2,810,000.00
2/
1/19
541,346.50
2,268,653.50
2,810,000.00
2,810,000.00 _
•
16,914,154.20
27,271,388.19
53,777.92
44,185,542.39
53,777.92
ACCRUED
16,914,154.20
27,217,610.27
44,131,764.47
Dated
5/15/94
with Delivery
of 6/15/94
Bond Years
2691251.094
Average
Coupon
10.128608
Average
Life
15.918685
N I
C %
10.202456
% Using 98.8244465
T I
C %
6.612683
% From Delivery Date
Bond Insurance:
0.450000
% of (Total
Debt Service
Only)
= 198,834.94
Micro-Muni
Sizing Date:
05 -13 -1994 a 08:41:33
Filename: SBRA
Key: HOF-CAB
•
�J
•
SOUTH BEND REDEVELOPMENT AUTHORITY
VARIABLE RATE LEASE RENTAL REVENUE BONDS OF 1994
(COLLEGE FOOTBALL HALL OF FAME PROJECT) - CAB STRUCTURE
DEBT SERVICE SCHEDULE
DATE PRINCIPAL COUPON •---- INTEREST PERIOD TOTAL FISCAL TOTAL
---- --- - -- ---
2/ 1/95 458,904.89 458,904.89 458,904.89
8/ 1/95 322,667.50 322,667.50
2/ 1/96 4.400000 322,667.50 322,667.50 645,335.00
8/ 1/96 322,667.50 322,667.50
2/ 1/97 4.750000 322,667.50 3221667.50 645,335.00
8/ 1/97 322,667.50 322,667.50
2/ 1/98 5.050000 322,667.50 322,667.50 645,335.00
8/ 1/98 322,667.50 322,667.50
2/ 1/99 5.250000 322,667.50 322,667.50 645,335.00
8/ 1/99 322,667.50. 322,667.50
2/ 1/ 0 5.350000 322,667.50 1322,667.50 645,335.00
8/ 1/ 0 322,667.50 322,667.50
2/ 1/ 1 40,000.00 5.450000 322,667.50 362,667.50 685,335.00
8/ 1/ 1 321,577.50 321,577.50
2/ 1/ 2 55,000.00 5.550000 321,577.50 376,577.50 698,155.00
8/ 1/ 2 320,051.25 320,051.25
2/ 1/ 3 155,000.00 5.650000 320,051.25 475,051.25 795,102.50
8/ 1/ 3 315,672.50 315,672.50
2/ 1/ 4 505,000.00 5.750000 315,672.50 820,672.50 1,136,345.00
8/ 1/ 4 301,153.75 301,153.75
2/ 1/ 5 470,000.00 5.850000 301,153.75 771,153.75 1,072,307.50
8/ 1/ 5 287,406.25 287,406.25
2/ 1/ 6 2,035,000.00 5.950000 287,406.25 2,322,406.25 2,609,812.50
8/ 1/ 6 226,865.00 226,865.00
2/ 1/ 7 1,470,000.00 6.050000 226,865.00 1,696,865.00 1,923,730.00
8/ 1/ 7 182,397.50 182,397.50
2/ 1/ 8 1,770,000.00 6.150000 182,397.50 1,952,397.50 2,134,795.00
8/ 1/ 8 127,970.00 127,970.00
2/ 1/ 9 1,960,000.00 6.250000 127,970.00 2,087,970.00 2,215,940.00
8/ 1/ 9 66,720.00 66,720.00
2/ 1/10 2,085,000.00 6.400000 66,720.00 2,151,720.00 2,218,440.00
8/ 1/10
2/ 1/11 828,903.60 1,691,096.40 2,520,000.00 2,520,000.00
8/ 1/11
2/ 1/12 866,034.75 1,948,965.25 2,815,000.00 2,815,000.00
8/ 1/12
2/ 1/13 810,016.25 2,004,983.75. 2,815,000.00 2,815,000.00
8/ 1/13
2/ 1/14 756,283.40 2,053,716.60 2,810,000.00 2,810,000.00
8/ 1/14
2/ 1/15 707,361.30 2,102,638.70 2,810,000.00 2,810,000.00
8/ 1/15
2/ 1/16 661,614.50 2,1481385.50 2,810,000.00 2,810,000.00
8/ 1/16
2/ 1/17 618,818.20 2,191,181.80 2,810,000.00 2,810,000.00
8/ 1/17
2/ 1/18 578,775.70 2,231,224.30 2,810,000.00 2,810,000.00
8/ 1/18
2/ 1/19 541,346.50 2,268,653.50 2,810,000.00 2,810,000.00
----- --- - - - - -- ------ -- - - -- -- ------- -- - - - --
16,914,154.20 27,271,388.19 44,185,542.39
ACCRUED 53,777.92 53,777.92
16,914,154.20 27,217,610.27 44,131,764.47
Micro -Muni Sizing Date: 05 -13 -1994 a 08:39:58
■
Filename: SBRA Key: HOF -CAB
SOUTH BEND REDEVELOPMENT AUTHORITY
VARIABLE RATE LEASE RENTAL REVENUE BONDS OF 1994
(COLLEGE FOOTBALL HALL OF FAME PROJECT) - CAB STRUCTURE
DEBT SERVICE SCHEDULE
Dated 5/15/94 with Delivery of 6/15/94
Bond Years 269,251.094
Average Coupon 10.128608
Average Life 15.918685
N I C % 10.202456 % Using 98.8244465
T I C % 6.612683 % From Delivery Date
Bond Insurance: 198,834.94
0.450000 % of (Total Debt Service Only) _
Micro -Muni Sizing Date: 05 -13 -1994 a 08:39:58 Filename: SBRA Key: HOF -CAB
•
•
SOUTH BEND REDEVELOPMENT AUTHORITY
VARIABLE RATE LEASE RENTAL REVENUE BONDS OF 1994
(COLLEGE FOOTBALL HALL OF FAME PROJECT) - CAB STRUCTURE
NET DEBT SERVICE REQUIREMENTS
• DELIVERY DATE: 6/15/94
PERIOD TOTAL CONSTR. FUND DEBT SVC. RES. NET SURPLUS FUNDS
ENDING PRINCIPAL COUPON INTEREST DEBT SERVICE EARNINGS + CAP INT. DEBT SERVICE REMAINING
---- - ------ - - --- -- ---- -- ---- - ------ --- ---- -------------- ----- ---- --- -- ------ -- ------
2/ 1/95 458,904.89 458 904.89 729,643.69 270,738.80
2/ 1/96 4.400000 645,335.00 645,335.00 98,442.62 276,153.58
2/ 1/97 4.750000 645,335.00 645,335.00 93,027.84 552,307.16
2/ 1/98 5.050000 645,335.00 645,335.00 93,027.84 552,307.16
2/ 1/99 5.250000 645,335.00 645,335.00 93,027.84 552,307.16
2/ 1/ 0 5.350000 645,335.00 645,335.00 93,027.84 552,307.16
2/ 1/ 1 40,000.00 5.450000 645,335.00 685,335.00 93,027.84 592,307.16
2/ 1/ 2 55,000.00 5.550000 643,155.00 698,155.00 93,027.84 605,127.16
2/ 1/ 3 155,000.00 5.650000 640,102.50 795,102.50 93,027.84 702,074.66
2/ 1/ 4 505,000.00 5.750000 631,345.00 1,136,345.00 93,027.84 1,043,317.16
2/ 1/ 5 470,000.00 5.850000 602,307.50 1,072,307.50 93,027.84 979,279.66
2/ 1/ 6 2,035,000.00 5.950000 574,812.50 2,609,812.50 93,027.84 2,516,784.66
2/ 1/ 7 1,470,000.00 6.050000 453,730.00 1,923,730.00 93,027.84 1,830;702.16
2/ 1/ 8 1,770,000.00 6.150000 364,795.00 2,134,795.00 93,027.84 2,041,767.16
2/ 1/ 9 1,960,000.00 6.250000 255,940.00 2,215,940.00 93,027.84 2,122,912.16
2/ 1/10 2,085,000.00 6.400000 133,440.00 2,218,440.00 93,027.84 2,125,412.16
2/ 1/11 828,903.60 1,691,096.40 2,520,000.00 93,027.84 2,426,972.16
2/ 1/12 866,034.75 1,948,965.25 2,815,000.00 93,027.84 2,721,972.16
2/ 1/13 810,016.25 2,004,983.75 2,815,000.00 93,027.84 2,721,972.16
2/ 1/14 756,283.40 2,053,716.60 2,810,000.00 93,027.84 2,716,972.16
2/ 1/15 707,361.30 2,102,638.70 2,810,000.00 93,027.84 2,716,972.16
2/ 1/16 661,614.50 2,148,385.50 2,810,000.00 93,027.84 2,716,972.16
2/ 1/17 618,818.20 2,191,181.80 2,810,000.00 93,027.84 2,716,972.16
1/18 578,775.70 2,231,224:30 2,810,000.00 93,027.84 2,716,972.16
/19 541,346.50 2,268,653.50 2,810,000.00 1,784,443.26 1,025,556.74
----- --- - - - - -- - - - --- ----- --- - - - - -- ------- - - - - - -- -------- - - - - -- - --
- 16_914_154 20 27_271_388_19 44,185,542_39 ---- ---- - - - - -- - 4_659_142_05 39,526,400.34
Dated 5/15/94 with Delivery of 6/15/94
Bond Years 269,251.094
Average Coupon 10.128608
Average Life 15.918685
N I C % 10.202456 % Using 98.8244465
T I C % 6.612683 % From Delivery Date
Bond Insurance:
0.450000 % of (Total Debt Service Only) = 198,834.94
Micro -Muni Sizing Date: 05 -13 -1994 a 08:41:59 filename: SBRA Key: HOF -CAB
•
SOUTH BEND REDEVELOPMENT AUTHORITY
VARIABLE RATE LEASE RENTAL REVENUE BONDS OF 1994
(COLLEGE FOOTBALL HALL OF FAME PROJECT) - CAB STRUCTURE
NET DEBT SERVICE REQUIREMENTS
DELIVERY DATE: 6/15/94
PERIOD TOTAL CONSTR. FUND DEBT SVC. RES. NET SURPLUS FUNDS
ENDING PRINCIPAL COUPON INTEREST DEBT SERVICE EARNINGS + CAP. INT. DEBT SERVICE -- REMAINING --
----- -- -- --- --
2/ 1/95 - - - -- 458,904.89 458,904.89 729,643.69 270,738.
8/ 1/95 322,667.50 322,667.50 51,928.70 0.00
2/ 1/96 4.400000 322,667.50 322,667.50 46,513.92 276,153.58
8/ 1/96 322,667.50 322,667.50 46,513.92 276,153.58
2/ 1/97 4.750000 322,667.50 322,667.50 46,513.92 276,153.58
8/ 1/97 322,667.50 322,667.50 46,513.92 276,153.58
2/ 1/98 5.050000 322,667.50 322,667.50 46,513.92 276,153.58
8/ 1/98 322,667.50 322,667.50 46,513.92 276,153.58
2/ 1/99 5.250000 322,667.50 322,667.50 46,513.92 276,153.58
8/ 1/99 322,667.50 322,667.50 46,513.92 276,153.58
2/ 1/ 0 5.350000 322,667.50 322,667.50 46,513.92 276,153.58
8 1 0 322,667.50 322,667.50 46,513.92 276,153.58
/ / 46,513.92 316,153.58
2/ 1/ 1 40,000.00 5.450000 322,667.50 362,667.50 46,513.92 275,063.58
8/ 1/ 1 321,577.50 321,577.50 46,513.92 330,063.58
2/ 1/ 2 55,000.00 5.550000 321,577.50 376,577.50
8/ 1/ 2 320,051.25 320,051.25 46,513.92 273,537.33
2/ 1/ 3 155,000.00 5.650000 320,051.25 475,051.25 46,513.92 428,537.33
8/ 1/ 3 315,672.50 315,672.50 46,513.92 269,158.58
2/ 1/ 4 505,000.00 5.750000 315,672.50 820,672.50 46,513.92 774,158.58
8/ 1/ 4 301,153.75 301,153.75 46,513.92 254,639.83
2/ 1/ 5 470,000.00 5.850000 301,153.75 771,153.75 46,513.92 724,639.83
8/ 1/ 5 2$7,406.25 287,406.25 46,513.92 240,892.33
2/ 1/ 6 2,035,000.00 5.950000 287,406.25 2,322,406.25 46,513.92 2,275,892.33
1/ 6 226,865.00 226,865.00 46,513.92 . 180,351.08
1/ 7 1,470,000.00 6.050000 226,865.00 1,696,865.00 46,513.92 1,650,351.08
1/ 7 182,397.50 182,397.50 46,513.92 135,883.58
2/ 1/ 8 1,770,000.00 6.150000 182,397.50 1,952,397.50 46,513.92 1,905,883.58
8/ 1/ 8 127,970.00 127,970.00 46,513.92 81,456.08
2/ 1/ 9 1,960,000.00 6.250000 127,970.00 2,087,970.00 46,513.92 2,041,456.08
8/ 1/ 9 66,720.00 66,720.00 46,513.92 20,206.08
2/ 1/10 2,085,000.00 6.400000 66,720.00 2,151,720.00 46,513.92 2,105,206.08
46,513.92 46,513.92
8/ 1/10
2/ 1/11 828,903.60 1,691,096.40 2,520,000.00 46,513.92 2,426,972.16
46,513.92 46,513.92
8/ 1/11
2/ 1/12 866,034.75 1,948,965.25 2,815,000.00 46,513.92 2;727,972.16
8/ 1/12 46,513.92 46,513.92
2/ 1/13 810,016.25 2,004,983.75 2,815,000.00 46,513.92 2,721,972.16 46,513.92
8/ 1/13 46,513.92
0
2/ 1/14 756,283.40 2,053,716.60 2,81,000.00 46,513.92 2,716,972.16
8/ 1/14 46,513.92 46,513.92
2/ 1/15 707,361.30 2,102,638.70 2,810,000.00 46,513.92 2,716,972.16
46,513.92 46,513.92
8/ 1/15
2/ 1/16 661,614.50 2,148,385.50 2,810,000.00 46,513.92 2,776,972.16
46,513.92 46,513.92
8/ 1/16
2/ 1/17 618,818.20 2,191,181.80 2,810,000.00 46,513.92 2,716,972.16
8/ 1/17 46,513.92 46,513.92
2/ 1/18 578,775.70 2,231,224.30 2,810,000.00 46,513.92 2,716,972.16
8/ 1/18 46,513.92 46,513.92
2/ 1/19 541,346.50 2,268,653.50 2,810,000.00 -------- - - - - -- -- - ----- 929_34 1,025,556.74
-------- - -- - -- - ------- -- - - -- -------- -- - - -- --
16,914,154.20 27,271,388.19 44,185,542.39 _ 4,659,142 05 39,526,400 34
iso-Muni Sizing Date: 05-13 -1994 a 08:40:24 Filename: SBRA Key: HOF -CAB
SOUTH BEND REDEVELOPMENT AUTHORITY
VARIABLE RATE LEASE RENTAL REVENUE BONDS OF 1994
(COLLEGE FOOTBALL HALL OF FAME PROJECT) - CAB STRUCTURE
NET DEBT SERVICE REQUIREMENTS
DELIVERY DATE: 6/15/94
Dated 5/15/94 with Delivery of 6/15/94
Bond Years 269,251.094
Average Coupon 10.128608
Average Life 15.918685
N I C % 10.202456 % Using 98.8244465
T I C % 6.612683 % From Delivery Date
Bond Insurance:
0.450000 % of (Total Debt Service Only) = 198,834.94
Micro -Muni Sizing Date: 05 -13 -1994 a 08:40:24 Filename: SERA Key: HOF -CAB
t
•
e
4
S TH BEND REDEVELOPMENT AUTHORITY
• _..... °LEASE RENTAL REVENUE BONDS OF 1994
(CENTURY CENTER PROJECT)
PURCHASE CONTRACT
May _, 1994
South Bend Redevelopment Authority
1200 County-City Building
South Bend, Indiana 46601
Ladies and Gentlemen:
The undersigned, First Chicago Capital Markets, Inc. (the "Representative "), as
representative of the Underwriters listed on Exhibit A attached hereto (the "Underwriters "), hereby
offers to enter into the following purchase contract (this "Contract ") with the South Bend
Redevelopment Authority, South Bend, Indiana (the "Issuer "), a body corporate and politic, separate
from the City of South Bend, Indiana (the "City"), and an instrumentality of the City, organized and
existing pursuant to Indiana Code 36 -7 -14.5, which Contract, upon acceptance by the Issuer, will
• be binding upon the Underwriters and the Issuer. This offer is made subject to withdrawal by the
Underwriters upon notice delivered by the Representative to you at any time prior to the acceptance
hereof by you.
Section 1. Purchase and Sale. Subject to the terms and conditions and upon the basis of the
representations, warranties and agreements set forth herein, the Underwriters hereby agree to
purchase from the Issuer, and the Issuer hereby agrees to sell and deliver to the Underwriters, all
but not less than all of the $ aggregate principal amount of the Issuer's South Bend
Redevelopment Authority Lease Rental Revenue Bonds of 1994 (Century Center Project) (the
"Bonds"). The Bonds shall be dated as of May 15, 1994, and shall have the maturities and bear
interest at the rates per annum as set forth on the inside front cover of the Official Statement
the
hereinafter defined). The purchase price for the Bonds shall be $ (representing
par amount of the Bonds, as listed on the inside front cover of the Official Statement, less an
Underwriters' discount of $ and an original issue discount of $ . ) plus accrued
interest on the Bonds, as defined in the Official Statement, from the dated date to the date of
delivery.
Section 2. Official Statement. The Official Statement dated the date hereof and relating to
the Bonds, together with the cover page and all appendices thereto, is designated herein as the
"Official Statement" and a draft thereof is attached hereto and incorporated herein.
Section 3. Offering. The Underwriters agree to make a bona fide public offering of all of
• the Bonds at prices not in excess of the initial public offering prices set forth on the cover page of
the Official Statement, plus interest accrued thereon from the date of the Bonds. The Issuer hereby
ratifies and consents to the use and distribution of the Preliminary Official Statement dated
May , 1994 relating to the Bonds (the "Preliminary Official Statement ") and authorizes the
Official Statement and other documents to be used in connection with the public offering and sale
• of the Bonds, including qualifications under securities or "blue sky" laws referred to in Section 5(i)
hereof. The Issuer hereby confirms that the Preliminary Official Statement was deemed final as of
its date for purposes of Rule 15c2 -12 under the Securities Exchange Act of 1934 ( "Rule 15c2 -12 ")
except for the omission of no more than the information described in Section (b)(1) of Rule 15c2 -12.
The Representative agrees, in connection with the sale of Bonds by the Underwriters, that it will not
confirm the sale of any Bonds unless the confirmation of the sale is accompanied or preceded by
delivery of a copy of the Official Statement.
Section 4. Delivery of Documents. As soon as the Official Statement becomes available
after your acceptance of this offer, the Issuer shall deliver to the Representative
executed copies of the Official Statement, including a cover page, table of contents page and
appendices. The Issuer authorizes the Official Statement and the information therein contained to
be used by the Underwriters in connection with the public offering and sale of the Bonds. As soon
as reasonably possible after the date hereof and in any event within seven (7) business days, the
Issuer shall deliver to the Representative a sufficient number of copies of the Official Statement to
enable the Underwriters to comply with paragraph (b)(4) of Rule 15c2 -12 and the rules of the
Municipal Securities Rulemaking Board. Conformed copies may include such additions and
corrections as may be agreed upon by the Representative and the Issuer and as shall be consistent
with the terms and conditions of the sale of the Bonds as set forth herein.
Section 5. Representations Warranties and Agreements. The Issuer hereby represents,
warrants and agrees as follows:
• a The Issuer is a body corporate and politic, separate from the City, and an
instrumentality of the City, organized and existing under Indiana Code 36 -7 -14.5, as
amended;
(b) The South Bend Redevelopment Commission (the "Commission ") is the
governing body of the South Bend Redevelopment District (the "Redevelopment District "),
which is a special taxing district organized and existing under Indiana Code 36 -7 -14, as
amended;
(c) The Issuer and the Commission have complied with, or will at the Closing (as
hereinafter defined) be in compliance with Indiana Code 5 -1 -5, as amended, Indiana Code
36 -7 -14, as amended, and Indiana Code 36 -7 -14.5, as amended (collectively, the "Act "), the
Bonds, the Trust Agreement, dated as of May 15, 1994 (the "Trust Agreement "), between
the Issuer and Norwest Bank Indiana, N.A., South Bend, Indiana, as trustee, the Lease,
dated November 1, 1993 (the "Lease "), between the Issuer, as lessor, and the Commission,
as lessee, this Contract, the Official Statement and all resolutions adopted by the Issuer or
the Commission in connection with the Bonds (the "Resolutions ");
(d) The Issuer and the Commission have complied with all laws relating to the
execution, delivery and performance of the Lease and the issuance and sale of the Bonds;
(e) (i) The Issuer has full legal right, power and authority to (A) adopt the
• Resolutions adopted by it, (B) approve and deliver the Preliminary Official Statement, (C)
execute and deliver this Contract, the Trust Agreement, the Lease and the Official Statement,
-2-
(D) issue, sell and deliver the Bonds to the Underwriters as provided herein, and (E) carry
• out and consummate all transactions contemplated by each of the foregoing; and (ii) the
Commission has full legal right, power and authority to (A) adopt the Resolutions adopted
by it, (B) execute and deliver the Lease, and (C) carry out and consummate all transactions
contemplated by each of the foregoing;
(f) By all necessary official action, (i) the Issuer has duly (A) authorized and
approved the Preliminary Official Statement. and the Official Statement, and (B) authorized
and approved the execution and delivery of, and the performance by the Issuer of its
obligations contained in, the Bonds, this Contract, the Trust Agreement, the Lease, and the
consummation by the Issuer of all transactions contemplated hereby and thereby; and (ii) the
Commission has duly authorized and approved the execution and delivery of, and
performance by the Commission of its obligations contained in, the Lease and the
consummation by the Commission of all transactions contemplated thereby;
(g) The Bonds, when issued, authenticated and delivered to the Representative,
on behalf of the Underwriters, in accordance with this Contract, will constitute legal, valid
and binding obligations of the Issuer of the character described in the Official Statement,
enforceable in accordance with their terms;
(h) Neither the Issuer nor the Commission is in breach of or default under any
applicable constitutional provision, law or administrative regulation, any applicable judgment,
decree or order of any court, regulatory body or other public body, or any loan agreement,
indenture, bond, note, resolution, agreement or other instrument to which it is a party or to
• which it or any of its property or assets is otherwise subject, and no event has occurred and
is continuing which, with the passage of time or the giving of notice, or both, would
constitute a default or event of default under any such instrument, which would adversely
effect this Contract or the transactions described herein or the validity thereof; and the
issuance and sale of the Bonds, the execution and delivery of this Contract, the Official
Statement, the Trust Agreement and the Lease, the adoption of the Resolutions, and the
Issuer's and Commission's compliance with the provisions contained in each thereof, will not
conflict with or constitute a breach of or default under any applicable constitutional provision,
law or administrative regulation, any applicable judgment, decree or order of any court,
regulatory body or other public body, or any loan agreement, indenture, bond, note,
resolution, agreement or other instrument to which the Issuer or the Commission is a party
or to which the Issuer or Commission or any of its respective property or assets is otherwise
subject, nor will such issuance, sale, execution, delivery, adoption or compliance result in
the creation or imposition of any lien, charge or other security interest or encumbrance of
any nature whatsoever upon any of the property or assets of the Issuer or the Commission
except as set forth in the documents referred to herein;
(i) Any and all authorizations, approvals, licenses, permits, consents and orders
of any governmental authority, legislative body, board, agency or commission which are
required for the due authorization of, which constitute a condition precedent to or the absence
of which would materially adversely affect the due performance by the Issuer of its
obligations in connection with the sale of the Bonds under this Contract, have been or will
• be obtained prior to the Closing Date, except for such authorizations, approvals, licenses,
-3-
permits, consents and orders as may be required under the blue sky or securities laws of any
• state in connection with the offering and sale of the Bonds;
6) There is no action, suit, proceeding, inquiry or investigation of any nature,
at law or in equity, before or by any court, governmental agency, public board or body
pending or, to the knowledge of the Issuer, threatened, seeking to restrain or enjoin the
issuance, sale, execution or delivery of the Bonds or the performance of any of the covenants
contained in this Contract or in any way questioning or affecting (i) the transactions
contemplated by the Bonds, the Resolutions, this Contract, the Trust Agreement, the Lease
or the Official Statement, (ii) the right or authority of the Issuer to pay the Bonds, the right
or authority of the Commission to pay rentals under the Lease or the right or authority of the
Issuer. or the Commission to otherwise carry out the terms and provisions of the Resolutions,
the Bonds, this Contract, the Trust Agreement, the Lease, or (iii) the validity of the Bonds,
this Contract, the Trust Agreement or the Lease; and neither the existence of the Issuer or
the Commission nor the right of the officers or directors of the Issuer or the Commission are
being contested, and no authority or proceeding for the issuance of the Bonds has been
repealed, revoked or rescinded;
(k) As of the Closing Date, the total outstanding indebtedness of the issuer will
not exceed any applicable constitutional or statutory limitation on such indebtedness;
(1) The Issuer shall furnish such information, execute such instruments and take
such other action in cooperation with the Representative as the Representative may reasonably
• request in order to (i) qualify the Bonds for offer and sale under the blue sky or other
securities laws and regulations of such states and other jurisdictions of the United States as
the Underwriters may designate and (ii) determine the eligibility of the Bonds for investment
under the laws of such states and other jurisdictions, and shall use its best efforts to continue
such qualifications in effect as requested by the Representative so long as required for the
distribution of the Bonds; provided, however, that the Issuer shall not be required to execute
a general or special consent to service of process or qualify to do business in connection with
any such qualification or determination in any jurisdiction;
(m) As of the date thereof and at all times subsequent thereto until and including
the date hereof, the Preliminary Official Statement did not and does not contain any untrue
statement of a material fact or omit to state any material fact required to be stated therein or
necessary to make the statements therein, in the light of the circumstances in which they were
made, not misleading;
(n) As of the date hereof and at all times subsequent thereto until and including
the Closing Date, the Official Statement, together with any and all amendments and
supplements thereto pursuant to paragraph (o) of this Section 5, does not and will not contain
any untrue statement of a material fact or omit to state any material fact required to be stated
therein or necessary to make the statements therein, in the light of the circumstances in which
they were made, not misleading;
(o) If between the date of this Contract and the Closing Date any event occurs
• which might cause the Official Statement to contain an untrue statement of a material fact or
to omit to state a material fact required to be stated therein or necessary to make the
-4-
statements therein, in the light of the circumstances in which they were made, not
• misleading, the Issuer shall notify the Representative, and if in the opinion of the
Underwriters such event requires the preparation and publication of a supplement or
amendment to the Official Statement, the Issuer shall at its sole expense supplement or amend
the Official Statement in a form and in a manner approved by the Underwriters;
(p) After the Closing Date, (i) the Issuer shall not participate in the issuance of
any amendment of or supplement to the Official Statement to which, after having been
furnished with a copy, one or more of the Underwriters shall object in writing, and (ii) if,
within ninety (90) days after the Closing Date, any event relating to or affecting the Issuer,
the Commission, the Redevelopment District or the City occurs as a result of which it is
necessary, in the opinion of the Underwriters, to amend or supplement the Official Statement
in order to make the Official Statement not misleading in the light of the circumstances
existing at the time it is delivered to a purchaser, the .Issuer shall forthwith prepare and
furnish to the Underwriters, at the sole expense of the Issuer, a reasonable number of copies
of an amendment of or supplement to the Official Statement (in form and substance
satisfactory to Underwriters) that will amend or supplement the Official Statement so that,
at the time the Official Statement is delivered to purchasers, it will not contain an untrue
statement of a material fact or omit to state a material fact that is required to be stated therein
or is necessary to make the statements therein, in the light of the circumstances in which they
were made, not misleading; and for the purposes of this paragraph (p), the Issuer shall
furnish such information with respect to the Issuer, the Commission, the Redevelopment
District and the City as the Underwriters may from time to time request;
• (q) The Issuer shall not take any action, or omit to take any action, or permit any
action to be taken or omitted, that would result in the interest on the Bonds being includa ble
in gross income under Section 103 of the Internal Revenue Code of 1986, as amended and
as then in effect;
(r) Any certificate signed by any officer of the Issuer and delivered to the
Representative in connection with the transactions contemplated hereby shall be deemed to
be a representation by the Issuer to the Underwriters as to the truth of the statements
contained in such certificate; and
(s) The Issuer is not in default nor has it been in default any time as to principal or
interest with respect to any obligation issued by the Issuer, or any successor thereof.
Section 6. Closing. The Bonds shall be delivered to the Representative at the offices of
Baker & Daniels, South Bend, Indiana, or at such other place as may be specified by the
Representative, on or before June 15, 1994, or such other date as may be agreed upon by the Issuer
and the Representative (the Closing Date"), at which time the Underwriters, subject to the terms
and conditions of this Contract, will pay the purchase price of the Bonds in full in clearing house
funds. The Bonds shall be printed or lithographed on steel engraved borders, shall be in fully
registered form and in such authorized denominations and registered in such names as the
Representative may request at least five (5) business days prior to the Closing Date, and, if the
Representative shall so request, shall be made available to the Representative at least one (1) business
• day before the Closing for purposes of inspection and packaging. It is anticipated that CUSIP
Identification numbers will be printed on the Bonds, but neither the failure to print such numbers on
-5-
• any Bond nor any error in the printing of such numbers shall. constitute cause for a failure or refusal
by the Underwriters to accept delivery of and pay for any Bonds.
Section 7. Closing Conditions. The Representative, on behalf of the Underwriters, has
entered into this Contract in reliance upon the representations, warranties and agreements of the
Issuer contained herein, and in reliance upon the representations and warranties to be contained in
the documents and instruments to be delivered at the Closing and upon the performance by the Issuer
of its obligations hereunder, both as of the date hereof and as of the Closing Date. Accordingly, the
Underwriters' obligations under this Contract to purchase, to accept delivery of and to pay for the
Bonds shall be conditioned upon the performance by the Issuer of its obligations and agreements to
be performed hereunder and under such documents and instruments at or prior to the Closing, and
shall also be subject to the following additional conditions:
(a) The representations and warranties of the Issuer contained in this Contract
shall be true, complete and correct on this date and on the Closing Date, as if then made;
(b) The Issuer and the Commission shall have taken all action required for the
valid authorization, sale, issuance and delivery of the Bonds pursuant to and in accordance
with the Indiana Code, all such action shall be in full force and effect, and the Bonds shall
be as described in and issued under, pursuant to and in accordance with the Trust Agreement;
(c) The Official Statement shall have been duly executed and shall not have been
supplemented or amended, except as may have been approved by the Underwriters pursuant
• to the terms hereof;
(d) This Contract shall be in full force and effect in accordance with its terms and
shall not have been amended, modified or supplemented in any respect, except as may have
been approved by the Underwriters;
(e) There shall have been adopted and be in full force and effect such resolutions
and ordinances authorizing the transactions contemplated by this Contract as may reasonably
be required by the Underwriters;
(f) The Issuer and the Commission shall perform or have performed all of their
respective obligations required under or specified in this Contract, the Bonds, the
Resolutions, the Trust Agreement and the Lease to be performed at or prior to the Closing;
and
(g) The Representative shall have received copies of each of the following
documents in such number as shall be requested and in form and substance satisfactory to the
Underwriters:
(i) The executed Official Statement and each supplement or amendment,
if any, thereto;
(ii) An opinion of Baker & Daniels, bond counsel ( "Bond Counsel "),
• dated the Closing Date, in substantially the form contained in the Official Statement,
with such changes as the Underwriters shall reasonably approve, together with a letter
M
• of Bond Counsel, dated the Closing Date and addressed to the Underwriters, to the
effect that the foregoing opinion may be relied upon by the Underwriters to the same
extent as if such opinion were addressed to the Underwriters;
(iii) An opinion of the City Attorney of the City, Counsel to the Issuer and
the Commission, dated the Closing Date, and addressed to the Issuer, the
Commission, the Trustee and the Underwriters in form acceptable to the
Underwriters;
(iv) An executed arbitrage certificate of the Issuer, dated the Closing Date,
satisfying the requirements of the regulations promulgated, proposed under or
pertaining to the Code;
(v) A certificate dated the Closing Date and signed by an authorized
officer of the Issuer to the effect that: (A) each of the representations, warranties and
agreements of the Issuer set forth herein are true and correct as of the date hereof
and as of the Closing Date, and (B) all of the conditions and agreements required in
this Contract to be satisfied or performed by such party at or prior to the Closing
Date have been satisfied or performed in the manner and with the effect contemplated
herein;
(vi) Evidence satisfactory to the Underwriters of the issuance and
maintenance of ratings assigned to the Bonds by Moody's Investors Service ' and
• Standard & Poor's Corporation not less than an "Aaa" and "AAA ", respectively;
(vii) Evidence satisfactory to the Underwriters of a bond insurance policy
or policies in the usual form issued with respect to the Bonds by
: and
(viii) Such additional legal opinions, certificates, instruments and other
documents as the Underwriters may reasonably request to evidence compliance with
legal requirements, the truth and accuracy, as of the date hereof and as of the Closing
Date, of the representations, warranties and agreements contained herein, the
accuracy and completeness of the statements and information contained in the Official
Statement, and the due performance or satisfaction on or prior to the Closing Date
of all the agreements then to be performed and conditions then to be satisfied by the
Issuer.
Section 8. Termination. The Representative shall have the right to terminate the
Underwriters' obligations under this Contract to accept delivery of and to pay for the Bonds by
notifying the Issuer of the election of the Underwriters to do so if, after the execution hereof and
prior to the Closing, under any one or more of the following circumstances:
(a) The marketability of the Bonds or the market price thereof, in the opinion of
the Underwriters, has been materially and adversely affected by (i) an amendment to the
Constitution of the United States or any legislation which shall have been (A) enacted by the
• United States, (B) recommended to Congress or otherwise endorsed for passage, by press
release, other form of notice or otherwise, by the President of the United States, the Treasury
-7-
Department of the United States, the Internal Revenue Service or the Chairman or ranking
• member of either the Committee on Finance of the United States Senate or the Committee
on Ways and Means of the United States House of Representatives, or (C) proposed for
consideration by either such Committee or by any conference committee comprised of
members of either such Committee, or favorably reported for passage to either House of the
Congress by a committee of such House to which such legislation has been referred for
consideration; or (ii) a decision by a court established under Article III of the Constitution
of the United States or the Tax Court of the United States; or (iii) an order, ruling or
regulation (final, temporary or proposed) by or on behalf of the Treasury Department of the
United States, the Internal Revenue Service or any other authority of the United States, or
any comparable legislative, judicial or administrative development affecting the Federal tax
status of the Issuer, its property or income, or the interest on its obligations (including the
Bonds);
(b) Any legislation, ordinance, rule or regulation shall be introduced in or be
enacted by any governmental body, department or agency in the State of Indiana (the
"State "), or a decision by a court within the State shall be rendered which, in the opinion of
the Underwriters, materially and adversely affects the ability of the Underwriters to enforce
contracts for the sale of Bonds entered into by the Underwriters at prices not in excess of the
initial public offering price set forth on the cover page of the Official Statement;
(c) Legislation shall be enacted by the Congress of the United States of America,
a stop order, ruling or regulation by the Securities and Exchange Commission or any other
governmental agency having jurisdiction of the subject matter shall be issued or made, or a
• decision by a court of the United States of America shall have been rendered, to the effect
that the issuance, offering or sale of obligations of the general character of the Bonds, or the
issuance, offering or sale of the Bonds, as contemplated hereby or by the Official Statement,
is in violation or would be in violation of any provision of the Federal securities laws,
including the Securities Act of 1933, as amended and as then in effect, and the Securities
Exchange Act of 1934, as amended and as then in effect, or is not exempt or would not be
exempt from registration under the Securities Act of 1933, as amended and as then in effect;
(d) Additional material restrictions not in force as of the date hereof shall have
been imposed upon trading in securities generally by any governmental authority or by any
national securities exchange;
(e) The New York Stock Exchange, Inc., or other national securities exchange,
or any governmental authority, shall impose, as to the Bonds or obligations of the general
character of the Bonds, any material restrictions not now in force, or increase materially
those now in force, with respect to the extension of credit by, or the charge to the net capital
requirements of, underwriters;
(f) There shall have been a material adverse change in the national financial
economic situation in the United States or there shall have occurred (i) the general suspension
of trading on the New York Stock Exchange, Inc. or (ii) the establishment of a general
banking moratorium by Federal, New York or Indiana authorities;
10
(g) A war involving the United States shall have been declared, or any conflict
involving the armed forces of the United States shall have commenced or escalated, or any
other national emergency relating to the effective operation of government or the financial
community shall have occurred which, in the opinion of the Underwriters, materially and
adversely affects the market price of the Bonds;
(h) An event described in paragraph (o) of Section 5 hereof shall have occurred
which, in the opinion of the Underwriters, requires the preparation and publication of a
supplement or amendment to the Official Statement;
(i) Subsequent to the respective dates as of which information is given in the
Official Statement, there shall have occurred any change or any development involving a
prospective change in the business or financial condition of the Issuer, the Commission, the
Redevelopment. District or the City which, in the judgment of the Underwriters, makes it
impracticable or inadvisable to proceed with the offering described in Section 3 hereof; or
0) Any rating assigned to the Bonds shall have been downgraded, suspended or
withdrawn by Moody's Investors Service or by Standard & Poor's Corporation or there has
been an official statement regarding a downgrading, suspension or withdrawal of any such
rating and such action, in the opinion of the Underwriters, materially and adversely affects
the market price for the Bonds.
Section 9. Expenses. The Issuer shall pay, from the proceeds of the sale of the Bonds, all
• costs and expenses incident to the delivery of the Bonds to the Underwriters, the fees and expenses
of Bond Counsel and counsel to the Underwriters, the costs and expenses incident to the preparing
and printing of this Contract, the Preliminary Official Statement, the Official Statement and related
documents, and expenses incurred in connection with any securities or blue sky law qualifications
and the preparation of a memorandum with respect thereto and for any fees charged by investment
rating agencies for the rating of the Bonds, it being understood that, except as provided in this
Section 9, the Underwriters will pay all their own costs and expenses including any advertising and
mailing connected with any offering of the Bonds by the Underwriters.
Section 10. Indemnification. To the extent permitted by law, the Issuer agrees to indemnify
and hold harmless the Underwriters and each person, if any, who controls the Underwriters against
any and all losses, claims, damages and liabilities (a) arising out of any untrue statement of a
material fact contained in the Official Statement, as the same may have been duly supplemented or
amended, or the omission therefrom of any material fact required to be stated therein or necessary
to make the statements therein, in the light of the circumstances in which they were made, not
misleading, except any such statements as were based on information furnished to the Issuer by the
Underwriters, and (b) to the extent of the aggregate amount paid in settlement of any litigation
commenced or threatened arising from a claim based upon any such untrue statement or omission
if such settlement is effected with the written consent of the Issuer. In case any such claim shall be
made or action brought against the Underwriters or person controlling the Underwriters based upon
the Official Statement, in respect of which indemnity may be sought against the Issuer, the
Underwriters shall promptly notify the Issuer in writing setting forth the particulars of such claim
or action and the Issuer shall assume the defense thereof including the employment of counsel,
• satisfactory to the Underwriters (who shall not, except with the consent of the Underwriters, be
counsel for the Issuer), and the payment of all expenses. The Underwriters or any such controlling
512
person shall have the right to employ separate counsel in any such action and to participate in the
defense thereof, but the fees and expenses of such counsel shall be at the expense of the
Underwriters or such controlling person or persons unless the employment, and payment by the
Issuer, of such counsel has been specifically authorized by the Issuer or unless, in the opinion of
counsel to the Underwriters, the Underwriters have a defense or defenses not available to the Issuer.
Section 11. Survival of Representations and Agreements. All representations, warranties and
agreements of the Issuer shall remain operative and in full force and effect, regardless of any
investigation made by or on behalf of the Underwriters or any person or persons who controls the
Underwriters, and shall survive delivery of the Bonds to the Underwriters.
Section 12. Notices. Any notice or other communication to be given to the Issuer under this
Contract may be given by delivering the same in writing to such party's address set forth above, and
any notice or other communication to be given to the Underwriters under this Contract may be given
by delivering the same in writing to First Chicago Capital Markets, Inc., One First National Plaza,
Mail Suite 0826, Chicago, Illinois 60670 -0826, Attention: Public Finance Department.
Section 13. Parties in Interest. This Contract is made solely for the benefit of the Issuer and
the Underwriters (including the successors or assigns of the Underwriters) and no other person shall
acquire or have any right hereunder or by virtue hereof.
Section 14. Governing Law. This Contract shall be governed by the laws of the State of
Indiana.
• Section 15. Counterparts. This Contract may be executed in any number of counterparts,
each of which shall be deemed an original but all of which taken together shall constitute one and
the same agreement.
Very truly yours,
FIRST CHICAGO CAPITAL MARKETS, INC.,
as Representative of the Underwriters
By:
John A. Sejdinaj, Vice President
Accepted May _, 1994
SOUTH BEND REDEVELOPMENT AUTHORITY
By:
of
isthe South Bend Redevelopment Authority
-10-
•
•
MCK 42003
EXHIBIT A
UNDERWRITERS
First Chicago Capital Markets, Inc.
Norwest Investment Services, Inc.
Raffensperger, Hughes & Co., Inc.
r
•
•
•
r
u�-
Attention; General Counsel's Office
The Depository Trust Company
55 Water Street; 49th Floor
New York, NY 10041 -0099
Be.
(issue Description)
Ladies and Gentlemen:
This letter sets forth our understanding with respect to certain matters relating to the
above - referenced issue (the "Bonds"). agent will act as trustee, paying agent, fiscal agent, or other
agent of Issuer with respect to the Bonds. The Bonds will be issued pursuant to a trust indenture,
bond resolution, or other such document authorizing the issuance of the Bonds dated
r
1. Prior to closing on the Boucle any Ya 199' there shaIl be depose a+ith
• LYTC one Bond certliitnte �ered
. s e of DTC's nominee, Cede'& Cafor each stated
maturity, of the Sends in the face jamountsx et forth on'.S,chectule A hereto, a of wliteh "
n
represe ts 100 of the pnnc enaui�t` Hof sucizbnds. I£, "however, 'the agegate principal `
amount of any maturity exceeds $1 0 mill�ort, one oeiiifzCate will be issued with iespeet to 'each
$154 million of prncipal amount and an additional eeti ficate ;will be issued with to
remaining principal amount. Each �15t? mill%n Bond certificate shall bear the foItovvinglegencl
Unless this certificate is "presented by ari authorized representative of The Depository Trost
Company, a New York eorporntion ( "D'i'C'), to Issuer or Its agent S. r'registration of transfer,:.
exchange, or payment, and any oertificate issued is registered in the nine of Cede & Co.," in
such other name as is requested by an authorized representative of l7TC (and airy payment is
made to Cede & Co.. or to such other entity as is requested by an authorized representative of
DTQ, ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR `
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered
owner hereof, Cede & Co., has an interest herein.
2. In the event of any solicitation of consents from or voting by holders of the Bonds. Issuer or
Agent shall establish a record date for such purposes (with no provision for revoc atiori of consents or
votes by subsequent holders) and shall, to the extent possible, send notice of such record date to
DTC not less than 15 calendar days in advance of such record date.
& In the event of a full or partial redemption or an advance refunding of part of the outstanding
Bonds, Issuer or Agent shall send a notice to DTC specifying. (a) the amount of the redemption or
refunding; (b) in the case of a refunding, the maturity date(s) established under the refunding; and
(c) the date such notice is to be mailed to beneficial owners or published (the "Publication Date ").
• Such notice shall be sent to DTC by a secure means (e.g., Iegible telecopy, registered or certified
mail, overnight delivery) in a timely manner designed to assure that such notice is in DTC's
possession no later than the close of business on the business day before the Publication Date.
Issuer or Agent shall forward such notice either in a separate secure transmission for each CUSIP
number or in a secure transmission for multiple CUSIP numbers (if applicable) which includes a
manifest or list of each CUSIP submitted in that transmission. (The party sending such notice shall
have a method to verify subsequently the use of such means and the timeliness "of such notice.) The
Publication Date shall be not less than 30 days nor more than 60 days prior to the redemption date
or, in the case of an advance refunding, the date that the proceeds are deposited in escrow.
4. In the event of an imitation to tender the Bonds, notice by Issuer or Agent to Bondholders
specifying the terms of the tender and the Publication Date of such notice shall be sent to DTC by a
secure means in the manner set forth in the preceding Paragraph.
S. All notices and payment advises sent to DTC shall contain the CUSIP number of the Bonds,
6. Notices to DTC pursuant to Paragraph 2 by telecopy shall be sent to DTC's Reorganization
Department at (212) 709 -6896 or (212) 709 -6897, and receipt of such notices shall be
confirmed by telephoning (212) 7(?9-M70. Notices to DTC pursuant to Paragraph 2 lry mad or by
any other means shall be sent to:
Supervisor; Proxy
Reorganization Department ;
The Depository Bust Company
7 Hanover Square; 23rd Floor
• New York, NY 10004 -2695
r
7. Notices to DTC' pwsuant to P 3 b teleeo shall be sent to DTC's Cain Noiil3estion
Y PY
Department at (516) 227-4164 ar X$16) g27 41,90. If the party sending the notice does 'slot receive a
teI re I t t from DTC
eOaPY. p cot�fiimfng that:the notice has been received, such party shall telephone
(516) 227 -4070. Notices to DTC pursuant to Pa��agraph 3 by mail or an
sent to: bY. Y means shall be
b all, Notification Department
e Depository Trust Company
711 Stewart AVenue
Garden City NY 11530 -4719
8. Notices to DTC pursuant to PwVVh 4 and notices of other actions (including mandatory
tenders, exchanges, and capital changes) by teleoopy shall be sent to DTC's Reorganization
Department at (212) 709.1093 or (212) 709-1094, and receipt of such notices shall be confirmed by
telephoning (212) 709 -0384. Notices to DTC pursuant to the above by mail or by any other me
shall am
ll be sent to:
Reorganization g aDepartment
The Depository Trust Company
7 Hanover Square; 23rd Floor
New York, NY 10004 -2695
9. Transactions in the Bonds shall be eligible for next -day funds settlement in DTC's Next -Day
Funds Settlement ( "NIDFS ") system.
A. Interest payments shall be received by Cede & Co., as nominee of DTC, or its regfstered
• assigns in next -day funds on each payment date (or the equivalent in accordance with
e.+asting arrangements bet%veen Issuer or Agent and DTC I. Such payments shall be made
payable to the order of Cede & Co. Absent any other existing arrangements such
payments shall be addressed as follows:
Manager, Cash Receipts
Dividend Department
The Depository Trust Company
7 Hanover Square; 24th Floor
New York, NY 10004 -2695
B. Principal payments shall be received by Cede & Co., as nominee of OTC, or its registered
assigns in next -day funds on each payment date (or the equivalent in accordance with
existing arrangements between Issuer or Agent and DTC), Such payments shall be made
payable to the order of Cede & Co., and shall be addressed as follows:
NDFS Redemption Department
The - Depository Trust Company
55 Water Street; 50th Floor
New York, NY 10041 -0099
10. DTC may direct Issuer or Agent to use any other telephone number or address as the
number or address to which notices or payments of interest or principal may be sent.
I1. In the event of'a redemption, acceleration, or any other similar transaction (e.g., tender made
and accepted in response to Issuies or Agents invitation) necessitating a reduction in the, ag` regate
principal amount of Bonds outstanding or an advance refunds of of the
• p i3oM1s outstanding,
DTC, in its discretion: (a) may request Issuer or Agent to issue and authenticate lj ' ew Bond
certificate. or (b) may make an appropriate notation on the Band certificate indicting the.date and
amount of such reduction mrincrpal except in the case of final maturi
certificate will be presented to Issuer or Agent riot to ant if aired. �' rn which a the
p payment
A�'
Motes:
A. I£ there is an Agent (as defined in this JAtte
pFesen" ns), Agent as well as Issuer m �i r Of
T.,etter. if Cher a is no Letter
���derw= to Pe =aq sat forth
L Under Rules of the MmaPal SecurItt Rulem k g
Board relating to 'good
dealer must be able to dEteanthe dale can (o as adv w ofaPartofen bm is
.such a pu o date in PXVIPh 3 of the
estabysl t of
Letter.
• C. Schedule B contains statements that DTC belitves
ewnmtly * d M ie method of'e 1
certain related matt di'izibuted
and
Received and Accepted:
THE DEPOSITORY TRUST COMPANY
By:
(Authorlsrd Officer)
CC: Underwriter
Undem*ees Courtsei
Very truly yours.
(Issuer)
BY
(Authorized Oflk@es S(geah te}
{Atxrn)
By:
Wtf:orised OMmr's Signature)
•
Y
PRELDUNARY OFFICIAL STATEMENT DATED MAY , 1994 RATINGS:
NEW ISSUE — BOOK-ENTRY -ONLY (See "Ratings" herein)
decision, interest. m the Bonds is exchdabk from gross income under Swdm
� the opinion of Baker dt Daniels, South Bend, Iodiam, bind counsel, tinder existing hws, . 1�� ��• and judicial Such exchaien is conditioned m the continuing compliance with
1 the Internal Ra mus Code of 1986, as amended and in effect m the date of delivery of the Bonds (dw "Code), for federal income tau purposes.
law, reg bums, published mlmgr and judicial decisions. interest
covenants made by tiw South Bend Redevelopment Authority and dacnbed fiitther herein. in the ioinn of Halter 8 Daniels, tinder existing lassie Discount' herein. The
wononds is exempt from taxation m the state of Indiana for all pueposes exxpt the Indiana fmancal ittatianioos cox and the Indiana ioherimoce tax. Sea 'Tax Idaaers" and "Original
not be designated sa qualified tax-exempt obligation" socardiM to die provisieos of section %5(b) (3) of tthe Code.
/,USO,3)WV*
South Bend Redevelopment Authority
Lease Rental Revenue Bonds of 1994
(Century Center Project)
Interest Due: February 1 and August 1,
Dated Date: May 15, 1994 commencing February 1, 1995,
as set forth on the inside front cover
The South Bend Redevelopment Authority Lease Rental Revenue Bonds of 1994 (Century Center Project) (the "Bonds ") to be issued by the South Bend Redevelopment
Authority (the "Authority") will be issued under a Trust Agreement, dated as of May 15, 1994 ( the "Trust Agreement "), between the Authority and Norwest Bank Indiana, N.A.,
as trustee (the "Trustee "), and pursuant to Indiana Code 36 -7 -14.5, as amended (the "Act "). The Bonds will be issued only as fully registered bonds in denominations of $5,000
or any integral multiple thereof.. The Bonds will bear interest from May 15, 1994, at the rates per annum and will mature on the dates and in the principal amounts set forth
on the inside front cover. Interest on the Bonds will be payable on February 1 and August 1 of each year, commencing February 1, 1995. When issued, the 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 Bonds will
be made in book - entry-only form. Purchasers of beneficial interests in the Bonds (the "Beneficial Owners ") will not receive physical delivery of certificates representing their
interests in the Bonds. Interest together with the principal of and redemption premium, if any, on the Bonds will be paid directly to DTC, so long as the Bonds are held in book -
entry-only form. Payment of the final disbursements of interest on the Bonds, together with the principal of and redemption premium, if any, on the 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
BONDS —Book- Entry-Only System."
The payments of principal of and interest on the Bonds, as such payments become due, subject to certain exceptions, will be guaranteed by a
insurance policy to be issued by
[Bond Insurer]
upon delivery of the Bonds. See "BOND INSURANCE POLICY."
The Bonds are being issued to finance (i) the purchase of the Century Center Complex from the South Bend Civic Center Building Authority (the "Building Authority ")
ount which provides the Building Authority with sufficient funds to refund all of the outstanding South Bend Civic Center Building Authority Civic Center Refunding
dated June 1, 1977, and to make improvements to such facility, (ii) the Reserve Fund Requirement (as hereinafter defined) to be deposited into the Reserve Fund (as
hereinafter defined), (iii) capitalized interest on the Bonds through August 1, 1995, and (iv) the costs of issuance of the Bonds. See "PLAN OF FINANCING."
The Bonds are special obligations of the Authority and are payable solely from and secured exclusively by a lien upon the Pledged Funds, as defined herein,
pursuant to the Trust Agreement, and the Authority is not under any obligation to pay the Bonds except from the Pledged Funds. The Bonds and interest on the Bonds
are not a debt or a general obligation of the Authority or the City of South Bend, Indiana (the "City"), nor a charge, a Gen or an encumbrance, legal or equitable,
upon property of the Authority or the City or upon income, receipts or revenues of the Authority or the City, other than those revenues that have been specifically
pledged to the payment of the Bonds. The Authority has no taxing power. Pledged Funds include certain lease rentals paid by the South Bend Redevelopment
Commission, as lessee (the "Commission "), to the Authority, as lessor, pursuant to a Lease, dated November 1, 1993 (the "Lease "), between the Commission, as lessee,
and the Authority, as lessor. Funds for such lease rentals under such Lease will be payable from special ad valorem property taxes assessed on all taxable property
within the South Bend Redevelopment District (the "Redevelopment District% as more fully described herein. The Commission is obligated to make an annual tax
levy to pay the lease rentals to the extent other funds of the Commission set aside for such purpose are insufficient to pay the lease rentals. See "SECURITY AND
SOURCES OF PAYMENT FOR THE BONDS."
The Bonds are subject to optional redemption, extraordinary optional redemption and mandatory sinking fund redemption prior to maturity as described herein. See
"DESCRIPTION OF THE BONDS — Redemption."
This cover page contains certain information for quick reference only. It is not a summary of this issue. Investors must read the entire Official Statement to obtain
information essential to making an informed investment decision.
The Bonds are offered when, as and if issued by the Authority and received by the Underwriters, subject to prior sale, to withdrawal or modification of the offer without
notice, and to the approval of legality by Baker & Daniels, South Bend, Indiana, bond counsel. Certain legal matters will be passed on for the Authority and the Commission
by the corporation counsel for the City of South Bend, Indiana, and for the Underwriters by their counsel, Barnes & Thornburg, South Bend, Indiana. It is anticipated that
the Bonds will be available for delivery through the facilities of DTC in New York, New York, on or about June 15, 1994.
VM-ZT CHICAGO CAPITAL MARKETS, INC.
RAFFENSPERGER, HUGHES & CO., INC.
NORWEST INVESTMENT SERVICES, INC.
1994
ry; subject to change.
$790509000*
• South Bend Redevelopment Authority
Lease Rental Revenue Bonds of 1994
( Century Center Project)
AMOUNT, MATURITIES (FEBRUARY 1 OF THE YEARS INDICATED),
INTEREST RATES AND PRICES OR YIELDS*
Interest Price or
Rate Yield
is$4,315,000* % Term Bonds due February 1, 2017* -- Price _%
(Accrued Interest To Be Added)
*preliminary; subject to change.
-ii-
Principal Interest Price or
Principal
Maturity*
Amount* Rate Yield
Maturity*
Amount*
1996
$170,000 % %
2002
$230,000
1997
180,000
2003
240,000
1998
185,000
2004
255,000
1999
195,000
2005
270,000
2000
205,000
2006
285,000
2001
215,000
2007
305,000
Interest Price or
Rate Yield
is$4,315,000* % Term Bonds due February 1, 2017* -- Price _%
(Accrued Interest To Be Added)
*preliminary; subject to change.
-ii-
I
NO DEALER, BROKER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED BY THE
• AUTHORITY OR THE UNDERWRITERS TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS OFFICIAL STATEMENT, AND, IF
GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED BY THE AUTHORITY OR THE UNDERWRITERS. THIS OFFICIAL
STATEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO
BUY, NOR SHALL THERE BE ANY SALE OF THE BONDS BY ANY PERSON, IN ANY JURISDICTION
IN WHICH IT IS UNLAWFUL FOR SUCH PERSON TO MAKE SUCH OFFER, SOLICITATION OR SALE.
THE INFORMATION SET FORTH HEREIN HAS BEEN OBTAINED FROM THE AUTHORITY AND OTHER
SOURCES WHICH ARE BELIEVED TO BE RELIABLE, BUT IT IS NOT GUARANTEED AS TO ACCURACY
OR COMPLETENESS, AND IS NOT TO BE CONSTRUED AS A REPRESENTATION BY THE
UNDERWRITERS. THE INFORMATION, ESTIMATES AND EXPRESSIONS OF OPINION IN THIS
OFFICIAL STATEMENT ARE SUBJECT TO - CHANGE WITHOUT NOTICE, AND NEITHER THE
DELIVERY OF THIS OFFICIAL STATEMENT NOR ANY SALE OF THE BONDS SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF THE AUTHORITY OR ANY OTHER PERSON DESCRIBED HEREIN SUBSEQUENT TO THE
DATE AS OF WHICH SUCH INFORMATION IS PRESENTED.
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER -ALLOT OR
EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE BONDS AT
A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH
STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
THE BONDS HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE
COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
• IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN
EXAMINATION OF THE ISSUER AND THE TERMS OF THE OFFERING, INCLUDING THE MERIT AND
RISK INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR
STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING
AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS
DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
•
-iii-
m
•
•
APPENDIX A - THE REDEVELOPMENT DISTRICT ................................ A -1
APPENDIX B - FORM OF BOND COUNSEL OPINION ............................. B -i
APPENDIX C - SUMMARY OF CERTAIN LEGAL DOCUMENTS ....................... C -1
APPENDIX D - SPECIMEN INSURANCE POLICY ............ D -1
TABLE OF CONTENTS
•
P —ge.
-1-
INTRODUCTION ........................ ...............................
-2-
DESCRIPTION OF THE BONDS .............. ...............................
AND SOURCES OF PAYMENT FOR THE BONDS
SECURITY
.9-
BOND INSURANCE POLICY ................ ...............................
.9-
-9-
PLAN OF FINANCING .................... ...............................
-10-
SOURCES AND USES OF BOND PROCEEDS ..... ...............................
THE REDEVELOPMENT DISTRICT ... ......................................10-
LTTIGATION ......................... ................................-11-
TAX MATTERS ...........................................................
.1123-
-
ORIGINAL ISSUE DISCOUNT ............... ..... .
13-
LEGAL MATTERS ........................... .........................
.13-
ENFORCEABILITY OF REMEDIES ............ .............
RATINGS ..................... .......
......
-14-
UNDERWRITING ........................ ..............................-14-
MISCELLANEOUS .............. ...............................
•
•
APPENDIX A - THE REDEVELOPMENT DISTRICT ................................ A -1
APPENDIX B - FORM OF BOND COUNSEL OPINION ............................. B -i
APPENDIX C - SUMMARY OF CERTAIN LEGAL DOCUMENTS ....................... C -1
APPENDIX D - SPECIMEN INSURANCE POLICY ............ D -1
N
OFFICIAL STATEMENT
$7,050,000
South Bend Redevelopment Authority
Lease Rental Revenue Bonds of 1994
(Century Center Project)
INTRODUCTION
The purpose of this Official Statement, which includes the cover page and the appendices, is to set forth
information concerning the issuance and sale by the South Bend Redevelopment Authority (the "Authority ") of
$7,050,000* aggregate principal amount of its South Bend Redevelopment Authority Lease Rental Revenue Bonds
of 1994 (Century Project) (the "Bonds ").
The Authority is a body corporate and politic, separate from the City of South Bend, Indiana (the "City "),
and is an instrumentality of the City organized and existing under Indiana Code 36 -7- 14.5, as amended (the "Act "),
with the power to own local public improvements and lease them to the South Bend Redevelopment Commission
(the "Commission ").
The Commission is the governing body of the Redevelopment District of the City (the "Redevelopment
District "), organized and existing under Indiana Code 36 -7 -14, as amended (the "Redevelopment Act "), with the
power to enter into leases of local public improvements from the Authority, and to levy a special tax upon all of
the taxable property within the Redevelopment District to provide sufficient funds to make the lease rental payments
• under such leases.
The Bonds are being issued under the Act, and pursuant to a Trust Agreement, dated as of May 15, 1994
(the "Trust Agreement ") between the Authority and Norwest Bank Indiana, N.A., as trustee (the "Trustee "). The
Bonds are special obligations of the Authority and are payable from and secured exclusively by a lien on the Pledged
Funds (as hereinafter defined). The Bonds, and interest on the Bonds, are not a debt or a general obligation of the
Authority or the City, nor a charge, a lien or an encumbrance, legal or equitable, upon property of the Authority
or the City or upon income, receipts or revenues of the Authority or the City, other than those revenues that have
been specifically pledged to the payment of the Bonds as a part of the Pledged Funds. The Authority has no taxing
power. See "SECURITY AND SOURCES OF PAYMENT FOR THE BONDS."
The Pledged Funds include (i) the proceeds from the sale of the Bonds, (ii) certain lease rentals to be
received from the Commission pursuant to a Lease, dated November 1, 1993 (the "Lease "), between the Authority,
as lessor, and the Commission, as lessee, and (iii) all money and securities from time to time held by the Trustee
under the terms of the Trust Agreement (except money 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, and except
for money held in trust for the purpose of paying arbitrage rebate to the federal government, if any), including,
without limitation, the money held in the Reserve Fund (as hereinafter defined) and other trust funds established
pursuant to the Trust Agreement. The lease rentals under the Lease which constitute Pledged Funds consist of the
"Century Center Portion" of the total rentals payable under the Lease. The Century Center Portion of the total
rentals means the rentals payable for the Century Center Complex and improvements thereto, including the real
estate upon which the Century Center Complex is located. The Century Center Complex is a civic, exhibition and
convention center located in downtown South Bend, Indiana.
•
*Preliminary; subject to change.
'r
Such lease rentals under the Lease will be payable from special ad valorem property taxes levied on all
• taxable property within the Redevelopment District, which is coterminous with the geographical boundaries of the
City. In addition, the Commission intends to use certain revenues received from operation of certain facilities
subject to the Lease and surplus tax increment revenues received from the South Bend Central Development Area,
to the extent such funds and revenues are available, to pay lease rentals under the Lease. The revenues available
from such sources which are set aside to pay lease rentals under the Lease will reduce the amount of taxes levied
each year to pay the lease rentals.
The Trust Agreement establishes the "South Bend Redevelopment Authority Lease Rental Revenue Bonds
of 1994 Reserve Fund" (the "Reserve Fund "). The Trust Agreement requires that while any of the Bonds are
outstanding, there will be on deposit in the Reserve Fund an amount equal to the lesser of. (i) the maximum annual
debt service on the Bonds, (ii) 125 % of the average annual debt service on the Bonds, or (iii) 10 % of the principal
amount of the Bonds (the "Reserve Fund Requirement "). The Reserve Fund may be applied solely for the purpose
is paying principal s, and interest on the o tthe if any from the1Bondsuwill be deposited into the At
Fund
issuance of the Bonds, $ p
to meet the Reserve Fund Requirement.
The Bonds are being issued to finance (i) the purchase of the Century Center Complex from the South Bend
Civic Center Building Authority (the "Building Authority ") in an amount which provides the Building Authority with
sufficient funds to refund all of the outstanding South Bend Civic Center Building Authority Civic Center Refunding
Bonds, dated June 1, 1977, and to make improvements to such facility, (ii) the Reserve Fund Requirement to be
deposited into the Reserve Fund, (iii) capitalized interest on the Bonds through August 1, 1995, and (iv) the costs
of issuance of the Bonds. See "PLAN OF FINANCING."
The information contained under the caption "INTRODUCTION" is qualified by reference to the entire
Official Statement, including the appendices hereto. This introduction is only a brief description, and a full review
should be made of the entire Official Statement, including the appendices, as well as the documents summarized
• or described herein. The summaries of and references to all documents, statutes and other instruments referred to
in this Official Statement do not purport to be complete and are qualified in their entirety by reference to the full
text of each such document, statute or instrument. The information contained on APPENDIX C -- SUMMARY OF
CERTAIN LEGAL DOCUMENTS is qualified by and subject to the provisions of the book- entry-only system and
the bond insurance policy for so long as Bonds are issued under the book -entry system or insured by bond
insurance. See "DESCRIPTION OF THE BONDS - -Book- Entry-Only System" and "BOND INSURANCE
POLICY".
DESCRIPTION OF THE BONDS
General
The Bonds will be issued pursuant to the Trust Agreement as fully registered bonds in the denomination
of $5,000 or any integral multiple thereof. The Bonds will mature in the amounts and on the dates, and will bear
interest from May 15, 1994, at the rates per annum, as set forth on the inside front cover of this Official Statement.
Interest on the Bonds will be payable on February 1, 1995, and semi - annually thereafter on August 1 and
February 1 of each year (each such date, an "Interest Payment Date "). The principal of and redemption premium,
if any, on the Bonds will be payable upon maturity or redemption at the principal corporate trust office of the
Trustee, currently in South Bend, Indiana. Interest on the Bonds will be paid on each Interest Payment Date by
check or draft mailed by the Trustee to the registered owner or owners thereof as of the close of business on the
fifteenth day of the calendar month prior to such Interest Payment Date (a "Record Date ").
When issued, the Bonds will be registered in the name of and held by Cede & Co., as nominee for The
Depository Trust Company, New York, New York ( "DTC "). Purchases of beneficial interests in the Bonds will
• be made in book- entry-only form. Purchasers of beneficial interests in the Bonds (the "Beneficial Owners ") will
not receive physical delivery of certificates representing their interests in the Bonds. For so long as the Bonds are
-2-
held in book- entry -only form, payments of principal of and redemption premium, if any, and interest on the Bonds
• will be paid by the Trustee only to DTC or its nominee. Neither the Authority nor the Trustee will have any
responsibility for a Beneficial owner's receipt from DTC or its nominee, or from any DTC Participant (as
hereinafter defined) or Indirect Participant (as hereinafter defined), of any payments of principal of or redemption
premium, if any, or interest on any Bonds. See "Book - Entry-Only System."
Redemption
Optional Redemption. The Bonds will be subject to redemption prior to maturity, at the option of the
Authority, on February 1, 2004, or at any time thereafter, in whole or in part, at the respective redemption prices,
expressed as percentages of the principal amount of the Bonds to be redeemed, set forth below, together with
accrued interest to the redemption date:
Redemption Period Redemption
(both dates inclusive) Price
February 1, 2004 to January 31, 2005 102%
February 1, 2005 to January 31, 2006 101%
February 1, 2006 (and thereafter) 100%
Extraordinary Optional Redemption. In the event that all or a portion of the facilities subject to the Lease
are damaged or destroyed to such an extent that it is not practicable or possible to restore and reconstruct the same
pursuant to the Lease, the Bonds may be subject to extraordinary optional redemption in whole at any time at a price
equal to 100% of the principal amount of the Bonds plus interest accrued to the date of redemption.
Mandatory Sinking Fund Redemption. The Bonds maturing on February 1, 2017 (the "Term Bond "), are
subject to mandatory sinking fund redemption prior to maturity at a redemption price equal to the principal amount
• of the Term Bond to be redeemed plus accrued interest to the redemption date, but without any redemption
premium, on February 1 of the years and in such respective amounts set forth below:
Year* Principal Amount*
2008 $ 320,000
2009 340,000
2010 365,000
2011 385,000
2012 410,000
2013 440,000
2014 465,000
2015 495,000
2016 530,000
2017 565,000 (final maturity)
*Preliminary; subject to change.
-3-
'r
On or before December 18 of the year prior to each year in which the Term Bond is subject to mandatory
• sinking fund redemption, the Registrar will: (i) determine the amount of such Term Bond to be redeemed on
February 1 of the following year after taking into account deliveries for cancellation and optional redemptions as
described below; (ii) select, by lot or other customary random method, the portions of Term Bond to be
mandatorily redeemed on February 1 of the following year; and (iii) give notice of such redemption as described
below. If there is any optional redemption, extraordinary optional redemption or purchase for cancellation of the
Term Bond, one or more of the sinking fund installments thereafter to become due will, in any manner which the
Authority elects in writing delivered to the Trustee (such election to occur prior to the date 45 days prior to the next
sinking fund date for such Term Bond), be credited with an amount which is equal to the amount of Term Bond
so redeemed or purchased.
Notice of Redemption. Notice of any optional, extraordinary optional or mandatory sinking fund redemption
is required by the Trust Agreement to be mailed by first -class mail, not less than 30 days prior to the date fixed
for the redemption thereof, to the registered owner of each Bond to be redeemed; provided, however, that failure
to give such notice by mailing or a defect in the notice or the mailing as to any Bond will not affect the validity of
any proceedings for redemption as to any other Bond for which notice is adequately given. Such notice will: (i)
designate the date and places of redemption, said places to be the offices of the Trustee, (ii) if the Bonds to be
redeemed are less than the whole amount of Bonds then outstanding, designate the Bonds (or portions thereof) to
be redeemed, and (iii) state that on the designated date fixed for redemption, said Bonds will be redeemed by the
payment of the applicable redemption price, and that from and after the date so fixed for redemption interest on the
Bonds called for redemption will cease. The Trustee may, as it deems appropriate, also give further notice of
redemption to registered securities depositories and national information services as the Trustee determines to be
appropriate; provided, however, that no defect in such further notice, nor any failure to give all or any portion of
such further notice, will in any manner defeat the effectiveness of a call for redemption if proper notice is given
as described above.
For so long as the Bonds are held in book- entry-only form, the Trustee will send notices of redemption
• of Bonds only to DTC or its nominee, as the registered owner of the Bonds, in accordance with the preceding
paragraphs. Neither the Authority nor the Trustee will have any responsibility for any Beneficial Owners' receipt
from DTC or its nominee, or from any DTC Participant or Indirect Participant, of any notices of redemption. See
"Book - Entry-Only System."
•
Partial Redemptions. When exercising any partial redemption described above, principal may be redeemed
in part only in integral multiples of $5,000. If a Bond subject to redemption is in a denomination larger than
$5,000, a portion of such Bond may be redeemed, but only in integral multiples of $5,000. In selecting portions
of Bonds for redemption, the Authority will select the Bonds for redemption in any order of maturity determined
by it in its sole discretion and by lot within maturities.
For so long as the Bonds are held in book- entry-only form, the Trustee, upon written direction from the
Authority, will select for redemption only Bonds or portions thereof registered in the name of DTC or its nominee,
in accordance with the preceding paragraph. Neither the Authority nor the Trustee will have any responsibility for
selecting for redemption any Beneficial Owners' interests in the Bonds. See "Book- Entry -Only System."
Book -Entry -Only System
The Depository Trust Company ( "DTC "), New York, New York, will act as securities depository for the
Bonds. The Bonds will be issued as fully- registered securities in the name of Cede & Co. (DTC's partnership
nominee). One fully- registered Bond will be issued for each maturity of the Bonds, each in the aggregate principal
amount of such maturity. The Bonds will be deposited with DTC.
-4-
DTC is a limited - purpose trust company organized under the New York Banking Law, 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. DTC holds securities
that its participants ( "Participants ") deposit with DTC. DTC also facilitates the settlement among Participants of
securities transactions, such as transfers and pledges, in deposited securities through electronic computerized book -
entry changes in Participants' accounts, thereby eliminating the need for physical movement of securities certificates.
Direct Participants include securities brokers and dealers, banks, trust companies, clearing corporations, and certain
other organizations ( "Direct Participants "). DTC is owned by a number of its Direct Participants and by the New
York Stock Exchange, Inc., the American Stock Exchange, Inc., and the National Association of Securities Dealers,
Inc. Access to the DTC system is also available to others such as securities brokers and dealers, banks and trust
companies that clear through or maintain a custodial relationship with a Direct Participant, either directly or
indirectly ( "Indirect Participants "). The Rules applicable to DTC and its Participants are on file with the Securities
and Exchange Commission.
Purchases of Bonds under the DTC system must be made by or through Direct Participants, which will
receive a credit for the Bonds on DTC's records. The ownership interest of each actual purchaser of each Bond
(each a "Beneficial Owner ") is in turn to be recorded on the Direct, and Indirect Participants' records. Beneficial
Owners will not receive written confirmation from DTC of their purchase, but Beneficial Owners are expected to
receive written confirmations providing details of the transaction, as well as periodic statements of their holdings,
from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers
of ownership interests in the Bonds are to be accomplished by entries made on the books of Participants acting on
behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests
in Bonds, except in the event that use of the book -entry system for the Bonds is discontinued.
To facilitate subsequent transfers, all deposits by Participants with DTC are registered in the name of
DTC's partnership nominee, Cede & Co. The deposit of Bonds with DTC and their registration in the name of
• Cede & Co., effect no change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners
of the Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Bonds are
credited, which may or may' not be the Beneficial Owners. The Participants will remain responsible for keeping
account of their holdings on behalf of their customers.
Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants
to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed
by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to
time.
Redemption notices will be sent to Cede & Co. If less than all of the Bonds within a maturity are being
redeemed, DTC's practice is to determine by lot the amount of the interest of each Direct Participant in such
maturity to be redeemed.
Neither DTC nor Cede & Co. will consent or vote with respect to the Bonds. Under its usual procedures,
DTC mails an Omnibus Proxy to the Authority as soon as possible after the record date. The Omnibus Proxy
assigns Cede & Co.'s consenting or voting rights to those Direct Participants to whose accounts the Bonds are
credited on the record date (identified in a listing attached to the Omnibus Proxy).
Principal and interest payments on the Bonds will be made to DTC. DTC's practice is to credit Direct
Participants' accounts on each Interest Payment Date or other payment date in accordance with their respective
holdings shown on DTC's records unless DTC has reason to believe that it will not receive payment on such Interest
Payment Date or other payment date. Payments by Participants to Beneficial Owners will be governed by standing
instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form
or registered in "street name," and will be the responsibility of such Participant and not of DTC, the Authority or
• -5-
the Trustee, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment
• of principal and interest on the Bonds to DTC is the responsibility of the Authority or the Trustee, disbursement
of such payments to Direct Participants shall be the responsibility of DTC, and disbursement of such payments to
the Beneficial Owners shall be the responsibility of Direct and Indirect Participants.
DTC may discontinue providing its services as securities depository with respect to the Bonds at any time
by giving reasonable notice to the Authority or the Trustee. Under such circumstances, in the event that a successor
securities depository is not obtained, Bond certificates are required to be printed and delivered.
The Authority may decide to discontinue use of the system of book -entry transfers through DTC (or a
successor securities depository). In that event, Bond certificates will be printed and delivered.
The information contained in this section concerning DTC and DTC's book -entry system has been obtained
from sources that the Authority and the Underwriters believe to be reliable, but neither the Authority nor the
Underwriters take any responsibility for the accuracy thereof.
Discontinuation of Book -Entry System
In the event that the book -entry system for the Bonds is discontinued, the Trustee would provide for the
registration of the Bonds in the name of the Beneficial Owners thereof. The Authority and the Trustee would treat
the person in whose name any Bond is registered as the absolute owner of such Bond for the purposes of making
and receiving payments thereon, and for all other purposes, and neither the Authority nor the Trustee would be
bound by any notice or knowledge to the contrary.
After discontinuation of the book -entry system, each Bond is transferable or exchangeable only upon the
presentation and surrender thereof at the principal corporate trust office of the Trustee, duly endorsed for transfer
or exchange, or accompanied by an assignment duly executed by the owner or its authorized representative in form
• satisfactory to the Trustee. Upon due presentation of any Bond for transfer or exchange, the Trustee will
authenticate and deliver in exchange therefor, within a reasonable time after such presentation, a new Bond or
Bonds, registered in the name of the transferee or transferees (in the case of a transfer), or the owner (in the case
of an exchange), in authorized denominations having the same form and terms as the Bond or Bonds so presented.
The Authority or the Trustee would require the owner of any Bond to pay a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with the transfer or exchange of such Bond. The Trustee
is not required to transfer or exchange any Bond: (i) during any period between the Record Date and next Interest
Payment Date of such Bond, (ii) during the 15 days prior to the mailing of any notice of redemption of any Bond,
or (iii) subsequent to the mailing of any notice of redemption of such Bond by the Trustee.
SECURITY AND SOURCES OF PAYMENT FOR THE BONDS
Pledged Funds
The Bonds are special obligations of the Authority and are payable solely from and secured exclusively by
a lien upon the Pledged Funds, and the Authority is not under any obligation to pay the Bonds except from the
Pledged Funds. The Bonds, and interest on the Bonds, are not a debt or a general obligation of the Authority or
the City, nor a charge, a lien or an encumbrance, legal or equitable, upon property of the Authority or upon
income, receipts or revenue of the Authority, other than those revenues that have been specifically pledged to the
payment of the Bonds, which includes the Pledged Funds. The Authority has no taxing power.
Pledged Funds consist of: (i) the proceeds from the sale of the Bonds, (ii) certain lease rentals to be
received pursuant to the Lease, and (iii) all money and securities from time to time held by the Trustee under the
40 -6-
terms of the Trust Agreement (except money or securities held in accounts to pay for Bonds called for redemption
te
• to with respect to which irrevocable instructions to redeem have been given to the Trustee, and except for money
or held in trust for the purpose paying arbitrage rebate to the federal government, if any), including without
limitation the money held in the Reserve Fund and other trust funds established under the Trust Agreement.
The lease rentals under the Lease which constitute Pledged Funds consist of the "Century Center Portion"
of the total rentals payable under the Lease. The Century Center Portion of the total rentals means the rentals
payable for the Century Center Complex and improvements thereto, including the real estate upon which the Century
Center Complex is located. The Century Center Complex is a civic, exhibition and convention center located in
downtown South Bend, Indiana.
Reserve Fund
A "South Bend Redevelopment Authority Lease Rental Revenue Bonds of 1994 Reserve Fund" (the
"Reserve Fund ") is established under the Trust Agreement and is to be maintained in an amount at least equal to
the Reserve Fund Requirement (as hereinafter defined). The Reserve Fund may be applied solely F df�� a purpose
for
of paying the principal of and interest on the Bonds if any deficiencies occur in the Sinking of
such purpose. See "SUMMARY OF CERTAIN LEGAL DOCUMENTS —TRUST AGREEMENT--Operation
Funds and Accounts."
The Reserve Fund Requirement means the lesser of (i) the maximum annual debt service on the Bonds,
(ii) 125 `Yo of the average annual debt service on the Bonds, or (iii) 10 % of the principal amount of the Bonds. The
Authority will satisfy the Reserve Fund Requirement by depositing $ of the proceeds from the sale of
the Bonds into the Reserve Fund.
Lease
• Under the terms of the Lease, the Commission has agreed to make semi - annual lease rental payments
directly to the Trustee in an amount sufficient to pay the principal of, and interest on, the Bonds. Such lease rentals
are payable from special ad valorem property taxes to be levied on all taxable property in the Redevelopment
the lease rentals to the extent other funds
District. The Commission is obligated to make the annual tax levy to pay
of the Commission set aside for such purpose are insufficient to pay the lease rentals. The Commission intends to
pay such lease rentals from certain revenues generated from the operation of the certain facilities subject to the
Lease and. surplus tax increment revenues received from the South Bend Central Development Area, to the extent
such funds and revenues are available. The amount of such revenues which are set aside as of each July 31 to pay
lease rentals under the Lease, and the amount held in the Reserve Fund, will reduce the amount of taxes levied each
year to pay those lease rentals. The obligatory levy is not subject to Indiana
C herein-
The limitations. See
"SUMMARY OF CERTAIN LEGAL DOCUMENTS -- LEASE" in Appendix
The lease rental payments will not commence until the later of. (i) the completion of the financed
improvements to the Century Center Complex, or (ii) January 28, 1996. Prior to the commencement of the lease
rental payments with respect to the Century Center Complex, but no later than August 1, 1995, interest due on the
Bonds will be payable from capitalized interest, which is deposited in the Bond Interest Account established under
the Trust Agreement. See "SUMMARY OF CERTAIN LEGAL DOCUMENTS - -TRUST AGREEMENT- -
Operation of Funds and Accounts" in Appendix C herein. In the event the improvements at the Century Center
Complex are not completed and ready for occupancy by January 28, 1996, sufficient revenues may not be available
to pay the principal of and interest on the Bonds from and after February 1, 1996. Furthermore, in the event of
delayed billing, collection, or distribution of property taxes, sufficient funds may not be available to the Commission
to make lease rental payments when due. See "Procedures for Property Assessment, Tax Levy and Collection, and
Tax Abatement.
•
-7-
The Lease also provides that in the event all or a portion of the facilities subject to the Lease are damaged
• or destroyed to such extent that it is not practicable or possible to restore and reconstruct the same pursuant to the
Lease, the lease rental payments will be abated during the period the damaged or destroyed portion of the facilities
is unfit for its intended use. See "SUMMARY OF CERTAIN LEGAL DOCUMENTS -- LEASE — Damage and
Destruction of Premises" in Appendix C herein. The Lease requires the Commission to maintain rental value
insurance to make such lease rental payments during the time the lease rental payments are abated, for a period of
two years, in an amount equal to the full rental value of the facilities. See "SUMMARY OF CERTAIN LEGAL
DOCUMENTS— LEASE — Insurance" in Appendix C herein. However, if either (i) the cost of restoration or
reconstruction of the facilities would exceed the amount of catastrophic insurance proceeds plus other money
available therefor, or (ii) such restoration or reconstruction cannot be completed within the period of time covered
by the rental value insurance, the catastrophic insurance proceeds will be applied to the redemption of outstanding
Bonds pursuant to the Trust Agreement. See "DESCRIPTION OF BONDS — Redemption."
Procedures for Property Assessment, Tax Levy and Collection, and Tax Abatement
Real property in the State of Indiana (the "State ") is assessed each year as of March 1. On or before August
1 each year, the St. Joseph County Auditor (the "County Auditor ") must submit to each underlying unit a statement
of (i) the estimated assessed value of the unit as of March 1 of that year, and (ii) an estimate of the taxes to be
distributed to the unit during the last six months of the current budget year. The estimated assessed value is based
on abstracts delivered to the County Auditor by the various township assessors of St. Joseph County or their
designees on or before July 15.
The estimated value is used when the Common Council of the City meets to establish its budget for the next
fiscal year (January 1 through December 31), and to set tax rates and levies. By statute, the budget, tax levy and
tax rate must be established no later than September 30. The budget, tax levy and tax rate are subject to review
and revision by the State Board of Tax Commissioners, who can lower, but cannot raise the tax levy or tax rate
(with the exception of increasing any debt service or lease rental levy as may be required).
• On or before March 1, the County Auditor prepares and delivers the final abstract of property taxes. The
St. Joseph County Treasurer (the "County Treasurer ") mails tax statements the following April (but may be delayed
due to reassessment or other factors). Property taxes are due and payable to the County Treasurer in two
installments on May 10 and November 10, and are distributed to taxing units by June 30 and December 31,
respectively. If an installment of taxes is not completely paid on or before the due date, a penalty of 10% of the
amount delinquent is added to the amount due. On May 10 and November 10 of each year thereafter, an additional
penalty equal to 10% of any taxes remaining unpaid is added. The penalties are imposed only on the principal
amount of the delinquency. Property becomes subject to tax sale procedures after 15 months of delinquency.
Pursuant to State law, real property is valued for assessment purposes at its "True Tax Value" as defined
in rules and regulations promulgated by the State Board of Tax Commissioners. "True Tax Value" does not mean
fair market value. Current regulations define the "True Tax Value," generally, as the reproduction value of
property based on actual material and labor costs prevalent in the State in 1985. The local assessor may subtract
from the reproduction value, an amount for normal depreciation, as provided in the regulations, as well as amounts
for functional or economic obsolescence, as the local assessor deems appropriate in accordance with the regulations.
The local assessor is required to assess annually projects under construction to allow taxes to be levied on partial
assessment.
The "Gross Assessed Value" is equal to 33 -1/3 % of the True Tax Value. "Net Assessed Value" represents
the Gross Assessed Value less certain deductions for mortgages, veterans, the aged, the blind, economic
revitalization, and tax- exempt property. The Net Assessed Value is the value used for taxing purposes in the
determination of tax rates.
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If a change in assessed value occurs, a written notification is sent by either the appropriate township
• assessor or the St. Joseph County Board of Review to the affected property owner. Upon notification, if the owner
wishes to appeal this action, the owner may file a petition requesting a review of the action. This petition must be
filed with the County Auditor within 30 days after the written notification was received. While the appeal is
pending, any taxes on real property which become due on the property in question must be paid in an amount based
on the immediately preceding year's assessment.
The Indiana Code 6- 1.1 -21 -5 provides that each year taxpayers will receive a credit for property tax
replacement, known as the "property tax replacement credit" ( "PTRC "), in the amount of approximately twenty
percent (20 %) of their tax liability for taxes as defined under IC 6- 1.1 -22 -9 which are due and payable in May and
November of that year. The credit is applied to each installment of taxes. However, PTRC is not given with
respect to certain specified components of the tax levy. Among the tax levy components not receiving the PTRC
are the property taxes that will be used to pay for principal and interest due on debt entered into after December 31,
1983.
The Indiana Code 6 -1.1 -12.1 provides a mechanism by which a governmental unit may authorize a property
tax deduction for real property and for new manufacturing equipment within an economic revitalization area. The
City has chosen to use this tax abatement mechanism to encourage economic development in targeted areas. Many
of the recent projects in the South Bend Central Development Area have received tax abatements. Ordinance
Number 7661 -66, amending Chapter 2, Article 6 of the City's Municipal Code dealing with tax abatement
procedures, was passed by the Common Council on July 14, 1986 (effective upon passage), which Ordinance was
further amended by Ordinance Number 8065 -90 on February 12, 1990. The Ordinance, as further amended, sets
the standards and procedures by which petitions for tax abatements are considered by the Common Council and
establishes eligibility criteria.
Pursuant to State law, the Common Council may grant the tax abatement for real property for a period of
(i) three, six or ten years, if the petition is filed after January 1, 1986, or (ii) ten years if filed after December 31,
• 1978, but before January 1, 1986. The deduction is equal to the increase in assessed value resulting from the
rehabilitation or new development, multiplied by certain prescribed percentages.
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BOND INSURANCE POLICY
[To be provided.]
PLAN OF FINANCING
Building Authority's Prior Bonds
The Building Authority has previously issued the South Bend Civic Center Building Authority Civic Center
Refunding Bonds, dated June 1, 1977 (the "Prior Bonds "), which are currently outstanding in the aggregate principal
amount of . The Prior Bonds were issued to provide sufficient funds to refund on January 1, 1986
all of the then outstanding bonds of the Building Authority, dated November 1, 1975, issued to finance construction
of the Century Center Complex.
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• The Improvement Project
A portion of the proceeds of the Bonds will be used by the Authority to purchase the Century Center
Complex and all of the interests of the Building Authority in the Century Center Complex by depositing into an
irrevocable escrow account pursuant to an Escrow Agreement dated the date of issuance of the Bonds (the "Escrow
Agreement "), by and between the Building Authority and Norwest Bank Indiana, N.A., as escrow trustee (the
"Escrow Trustee "), an amount of funds which is sufficient to currently refund all of the outstanding Prior Bonds
on July 1, 1994.
The remaining portion of the proceeds of the Bonds will be used to finance (i) the costs of completing
certain improvements to the Century Center Complex, (ii) the Reserve Fund Requirement to be deposited into the
Reserve Fund, (iii) capitalized interest on the Bonds through August 1, 1995, and (iv) the costs incurred by the
Authority with respect to the issuance, sale and delivery of the Bonds, including the bond insurance premium.
SOURCES AND USES OF BOND PROCEEDS
The proceeds of the Bonds, exclusive of accrued interest from the dated date of the Bonds to delivery, are
expected to be applied as follows:
Sources
Original Principal Amount of Bonds a
Less: Original Issue Discount ( )
Interest Earnings on Construction Fund
• TOTAL $
Uses
Deposit to Escrow Agreement $
Deposit to Construction Fund
Deposit to Reserve Fund
Capitalized Interest
Costs of Issuance")
TOTAL $
Includes underwriters' discount and premium for bond insurance policy.
THE REDEVELOPMENT DISTRICT
The Commission and the Redevelopment District
The Redevelopment District is a special taxing district established pursuant to Indiana Code 36 -7 -14, as
amended (the "Redevelopment Act "), with geographical boundaries which are coterminous with the geographical
boundaries of the City. For additional information, see "APPENDIX A —THE REDEVELOPMENT DISTRICT."
The Commission, which serves as the governing body of the Redevelopment District, has the power to issue bonds
and enter into leases which are payable from a special tax levied on all of the taxable property within the
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Redevelopment District, for the purpose of financing local public improvements which promote economic
• development within the Redevelopment District.
The Commission is composed of five members, with three being appointed by the Mayor of the City and
two being appointed by the South Bend Common Council, the legislative body of the City. Pursuant to the
Redevelopment Act, each member of the Commission serves for a one year term and until his/her successor is
appointed and qualified.
The current members of the Commission are listed below:
[To be provided by City Attorney's Office.]
The Authority
The Authority is a body corporate and politic, separate from the City pursuant to Indiana Code 36 -7 -14.5,
as amended (the "Act "), which serves solely as an instrumentality of the City to finance local public improvements
for lease to the Commission. The Authority has no taxing power. The Authority is comprised of three members
which are appointed by the Mayor of the City. Pursuant to the Act, each member of the Authority serves for a term
of three years, and may be reappointed to subsequent terms.
The current members of the Authority are listed below:
[To be provided by City Attorney's Office.]
Outstanding Bonded Indebtedness
As of the date of the delivery of the Bonds, the Redevelopment District, through bonds or other
• indebtedness issued or incurred by either the Authority or the Commission, has $ in aggregate
principal amount of special taxing district bonds outstanding (excluding unpaid, matured bonds for which funds are
on deposit to pay such bonds upon presentment), which are payable from ad valorem property taxes levied within
the Redevelopment District.
The Redevelopment District, through either the Authority or the Commission, may issue additional bonds
to finance or refinance projects in furtherance of the purposes set forth in the Act and the Redevelopment Act.
However, the amount and timing of the issuance of any such additional bonds are subject to a number of conditions
that cannot be predicted at this time.
•
LITIGATION
There is not now pending or, to the best of the knowledge of the Authority or the Commission, threatened
any litigation restraining or enjoining the issuance, sale, execution or delivery of the Bonds or the payment of rent
under the Lease, or in any way contesting, questioning or affecting the validity of the Bonds or the Lease, or the
proceedings or authority of the Authority or the Commission taken with respect to the issuance or sale of the Bonds,
the execution or delivery of the Lease, or the pledge or application of any moneys or security provided for the
payment of the Bonds. Neither the creation, organization or existence of the Authority or the Commission nor the
title of any of the present members of the Authority or the Commission or other Authority or Commission officers
to their respective offices is being contested.
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TAX MATTERS
• In the opinion of Baker & Daniels, South Bend, Indiana, Bond Counsel, under law existing and in effect
on the date of such opinion, and assuming continuing compliance by the Authority with its Tax Covenants (as
hereinafter defined), the interest on the Bonds is excludable from gross income for purposes of federal income
taxation pursuant to Section 103 of the Internal Revenue Code of 1986, as amended and as in effect on the date of
delivery of the Bonds (the "Code "). In the opinion of Bond Counsel, under law existing and in effect on the date
of such opinion, 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. Bond Counsel expresses no other opinion regarding
any other tax consequences.
As amended by the Tax Reform Act of 1986, the Code prescribes a number of qualifications and
conditions, including continuing issuer compliance, for the interest on state and local government obligations to be
and remain excludable from gross income for federal income tax purposes. Under the Trust Agreement, the
Authority has made certain covenants (the "Tax Covenants ") not to take any action or to fail to take any action with
respect to the proceeds of the Bonds or any investment earnings thereon which would result in constituting the Bonds
as "arbitrage bonds" under the Code or would otherwise cause the interest on the Bonds to cease to be excludable
from gross income for purposes of federal income taxation. The Authority also has made certain covenants to
comply with the arbitrage rebate requirements under Section 148 of the Code to the extent applicable.
Noncompliance with the foregoing Tax Covenants may cause the interest on the Bonds to be includable in gross
income for federal income tax purposes retroactive to the date of issuance of the Bonds, in which case the market
value of the Bonds would be materially and adversely affected.
The Bonds are not "private activity bonds" for the purpose of treatment of interest thereon as a direct
preference item in calculating the alternative minimum tax. However, for corporations (as defined for federal
income tax purposes), interest on the Bonds would be includable in the "adjusted current earnings" of a corporation
• for purposes of such alternative minimum tax.
The accrual or receipt of interest on the Bonds may otherwise affect a Bondholder's federal income tax or
state tax liability; however, the nature and extent of such other tax consequences will depend upon a Bondholder's
particular tax status and such Bondholder's other items of income or deduction. The taxpayers who may be affected
by such other consequences include, without limitation, S corporations, financial institutions, property and casualty
insurance companies, 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 tax- exempt obligations.
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No provision has been made for redemption of the Bonds, or for an increase in the interest rate on the
Bonds, in the event that interest on the Bonds becomes subject to income taxation.
The foregoing does not purport to be a comprehensive discussion of the tax consequences of owning the
Bonds. Prospective owners of the Bonds should consult their own tax advisors with respect to the foregoing and
other tax consequences of owning the Bonds.
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ORIGINAL ISSUE DISCOUNT
• For federal income tax purposes, the Bonds maturing on (the "Discount Bonds ") will
be considered to have "original issue discount" equal to the difference between their respective original issue prices
and the amount payable upon their respective maturities. The original issue price of each Discount Bond will be
the initial offering price to the public at which a substantial amount of such Discount Bonds are sold, and the issue
date will be the date on which such Discount Bonds are first issued to the public. Under existing law, the original
issue discount on a Discount Bond accrued in the hands of a holder is treated for federal income tax purposes as
interest which is excludable pursuant to Section 103 of the Code from gross income, assuming compliance by the
Authority with its Tax Covenants. The holder's basis for determining gain or loss on a sale, maturity or other
disposition of a Discount Bond generally will be equal to the holder's cost, increased by the original issue discount
that is accrued during the period that the Discount Bond is held by such holder. Generally, any gain or loss
recognized by a holder on a sale, exchange or payment at maturity of a Discount Bond (based on the holder's basis)
will be taxable as capital gain or loss (assuming the Discount Bond is held as a capital asset). A holder will
recognize a taxable gain or loss on a Discount Bond called prior to maturity on the difference between the holder's
basis and the call price of the Discount Bond. Owners of the Discount Bonds should consult their own tax advisors
with respect to the computation for federal income tax purposes of the amounts of original issue discount which
accrue during the period in which such Discount Bonds are held. Owners of the Discount Bonds should also consult
their own tax advisors with respect to the state and local tax consequences arising from the original issue discount
of the Discount Bonds.
LEGAL MATTERS
Certain legal matters incident to the authorization and issuance of the Bonds by the Authority are subject
to the approval of Baker & Daniels, South Bend, Indiana, Bond Counsel, whose approving opinion will be delivered
with the Bonds. A form of the opinion which Bond Counsel proposes to render is attached to this Official Statement
• as Appendix B. Bond Counsel will render a further opinion that the Bonds, the Trust Agreement and the Lease
conform as to form and tenor with the terms and provisions thereof as summarized in this Official Statement. Bond
Counsel has not been requested to review any information contained in this Official Statement or the appendices
hereto, and expresses no opinion thereon and assumes no responsibility in connection therewith, other than the
information under the headings "INTRODUCTION," "DESCRIPTION OF THE BONDS," "SECURITY AND
SOURCES OF PAYMENT FOR THE BONDS," "TAX MATTERS," "ORIGINAL ISSUE DISCOUNT,"
"APPENDIX B - -FORM OF BOND COUNSEL OPINION" and "APPENDIX C -- SUMMARY OF CERTAIN
LEGAL DOCUMENTS ". Certain legal matters will be passed on for the Authority and the Commission by the
corporation counsel for the City, and for the Underwriters by their counsel, Barnes & Thornburg, South Bend,
Indiana.
ENFORCEABILITY OF REMEDIES
The remedies available to the Trustee and the owners of Bonds upon a default are in many respects
dependent upon regulatory and 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
United States Bankruptcy Code), the remedies provided under the Trust Agreement may not be readily available
or may be limited.
The various legal opinions to be delivered concurrently with the delivery of the Bonds will be qualified as
to the enforceability of the various legal instruments by limitations imposed by bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting creditors' rights and by the exercise of judicial discretion
in appropriate cases.
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• RATINGS
Moody's Investors Service ( "Moody's ") and Standard & Poor's Corporation ( "S &P ") have given the Bonds
the ratings of "Aaa" and " AAA," respectively, with the understanding that, upon delivery of the Bonds, a policy
insuring the payment when due of the principal of and interest on the Bonds will be issued by
. An explanation of the rating by Moody's may be obtained from such agency at
99 Church Street, New York, New York 10007, and an explanation of the rating by S&P may be obtained from
such agency at 25 Broadway, New .York, New York 10004. Any such rating reflects only the view of the
respective rating agency and is not a recommendation to buy, sell or hold any of the Bonds. There is no assurance
that any rating will continue for any given period of time or that any rating will not be revised downward or
withdrawn entirely if, in the judgment of the appropriate rating agency, circumstances so warrant. Any such
downward revision or withdrawal of any rating may have an adverse effect on the market price or marketability of
the Bonds.
UNDERWRITING
Under a bond purchase agreement with the Authority, the Underwriters listed on the cover page of this
Official Statement have agreed to purchase the Bonds subject to conditions at an aggregate purchase price of
$ which represents an underwriters' discount of $ and an original issue discount of
$ from the par amounts set forth on the inside front cover of this Official Statement, plus accrued
interest on the Bonds to the date of delivery.
The Underwriters have agreed to make a bona fide public offering of all of the Bonds. The price and other
terms respecting the offering and sale of the Bonds may be changed from time to time by the Underwriters after
such Bonds are released for sale, and the Bonds may be offered and sold at prices lower than such initial offering
• prices, including sales to dealers who may sell the Bonds into investment accounts.
•
MISCELLANEOUS
This Official Statement speaks only as of its date, and the information contained herein is subject to change.
The references, excerpts and summaries of all documents referred to herein do not purport to be complete
statements of the provisions of such documents, and reference is made to all such documents for full and complete
statements of all matters relating to the Bonds, the security for the payment of the Bonds and the rights of the
owners thereof. During the initial offering period for the Bonds, copies of the Trust Agreement, the Lease and the
Escrow Agreement will be available for inspection during regular business hours at the office of the Authority, 1200
County -City Building, South Bend, Indiana 46601; (219) 235 -9371.
The Authority is obligated under the Trust Agreement to furnish copies of its annual reports to registered
owners of Bonds who so request and to the Insurer. The Authority has not, however, entered into any other
contractual commitment to provide investors with any other information on a continuing basis.
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Any statements made in this Official Statement involving matters of opinions or estimates, whether or not
• expressly so stated, are set forth as such and not as representations of fact, and no representation is made that any
of the estimates will be realized. This Official Statement is submitted in connection with the issuance and sale of
the Bonds and may not be reproduced or used, in whole or in part, for any other purpose. This Official Statement
is not to be construed as a contract or agreement between the Authority, the Commission, the City, the Trustee or
the Underwriters and the purchases or owners of any Bonds. The delivery of this Official Statement has been duly
authorized by the Authority.
SOUTH BEND REDEVELOPMENT AUTHORITY
By:
•
•
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•
•
APPENDIX A
THE REDEVELOPMENT DISTRICT
•
•
•
APPENDIX B
FORM OF BOND COUNSEL OPINION
APPENDIX C
• SUMMARY OF CERTAIN LEGAL DOCUMENTS
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, the Authority leases to the Commission, as lessee (the 'Lessee ") two different facilities, an
existing civic, convention and exhibition center known as the Century Center Complex (the "Century Center
Portion "), and a facility to be constructed for use as a college football hall of fame. Only the lease rentals payable
with respect to the Century Center Portion of the facilities (such real property and improvements are referred to
herein as the "Leased Premises ") constitute Pledged Funds under the Trust Agreement. The description of the Lease
herein refers only to such Leased Premises.
Term
The term of the Lease is twenty-four (24) years, beginning on the day the Leased Premises are complete
and ready for use.
Rent
The first semiannual rental installment is in the amount of $397,950. Thereafter, the Lessee agrees to pay
• rental for the Leased Premises in equal semiannual installments of $300,000. The first semiannual rental installment
will be due on the later of (i) the day that the Leased Premises are complete and ready for use, or (ii) January 28,
1996. Thereafter, rental will be payable in advance in semiannual installments for the following six -month period
on each July 28 and January 28. 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 first semiannual rental installment and the rentals payable for each twelve
month period beginning on July 28, respectively, will 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 $3,000
(rounded up to the nearest $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 all costs of maintenance, operation and use thereof, so that all rent paid will be net to the Authority
and all other 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.
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• 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 CERTAIN LEGAL DOCUMENTS - -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.
TRUST AGREEMENT
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:
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(i) Construction Fund, including:
• a Bond Interest Account, and
(b) Construction Account;
(u) Sinking Fund;
(iii) Reserve Fund; and
(iv) Operation and Reserve Fund.
Operation of Funds and Accounts
Construction Fund. Capitalized interest from bond proceeds and accrued interest to the date of issuance
of the Bonds will be deposited and held in the Bond Interest Account of the Construction Fund. All other bond
proceeds not required to be otherwise deposited will be deposited in the Construction Account of the Construction
Fund. The Trustee shall apply the Construction Account to the cost of the financed improvements, including: (i)
the cost of acquiring the Leased Premises from the Building Authority; (ii) obligations incurred for labor and to
contractors, vendors, builders and materialmen in connection with the improvements; (iii) fees and expenses of
architects, engineers and construction managers; and (iv) all other incidental costs.
The Trustee will pay from the Bond Interest Account (or if the Bond Interest Account is not sufficient, then
from the Construction Account) interest as it becomes due on the Bonds until the filing of the Affidavit of
Completion, as described below.
is Upon the filing with the Trustee of the affidavit of project completion (the "Affidavit of Completion "), the
Trustee will (i) transfer from the Bond Interest Account of the Construction Fund to the Sinking Fund an amount
sufficient to pay principal of and interest on the Bonds which the lease rental received pursuant to the Lease will
not be sufficient to pay when due; and (ii) transfer the balance, if any, in the Bond Interest Account to the
Construction Account.
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The Trustee will hold in the Construction Account 150% of the amount of any disputed claims of
contractors and work to be repaired, or if less shall hold the entire balance of the Construction Account, and transfer
the unobligated balance of the Construction Account, if any, to the Sinking Fund. Any balance remaining in the
Construction Account after payment of all disputed claims, claims for repair work and obligations for additional
improvements or equipment will be transferred to the Sinking Fund within ten days after the last payment of such
obligations.
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 or upon mandatory sinking fund redemption and the interest
on the Bonds as the same falls due.
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Reserve Fund. The Reserve Fund is required to be maintained in an amount at least equal to the Reserve
• Fund Requirement. The Reserve Fund will be used solely for the purpose of paying the principal of and interest
on the Bonds if any deficiencies occur in the Sinking Fund, provided, amounts in the Reserve Fund in excess of
the Reserve Fund Requirement may be transferred from time to time to the Sinking Fund.
Operation and Reserve Fund. 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 Operation
and Reserve Fund to be used for the redemption of Bonds or for the purchase of Bonds.
Additional Bonds
The Authority covenants in the Trust Agreement that it will not incur any indebtedness secured by the Trust
Agreement other than the Bonds unless either (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
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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 certain 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.
Use of Proceeds of Bonds. The Authority covenants that the proceeds of the Bonds held in the Construction
Account will be used for the following purposes:
(i) the payment of the balance, if any, of the purchase price of the real estate for the Project;
(ii) the payment of the costs of the financed improvements;
(iii) any balance in excess of 150 % of the amount of any disputed claims of contractors and work
to be repaired remaining after completion may be obligated within a period of one year thereafter, upon
written request of the Lessee, for the purchase of equipment for the improvements or for further
• improvements;
(iv) any balance in excess of 150 % of the amount of any disputed claims and work to be repaired
remaining unobligated after one year from the filing of the Affidavit of Completion will be transferred to
the Sinking Fund; and
(v) any balance remaining after payment of all obligations authorized by clause (iii) above will
be transferred to the Sinking Fund within ten days after the last payment of such obligations.
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 act in any other manner which would adversely affect such exclusion.
Insurance
Insurance Required During Construction of Improvements. During the construction period, the Authority
is required to carry or cause other persons to carry for its benefit builder's risk insurance in the amount of 100 %
of the insurable value of the improvements against physical loss or damage thereto, and bodily injury and property
damage insurance. All construction contracts will require the contractor to carry such insurance as will protect the
contractor from liability under Indiana Worker's Compensation and Worker's Occupations Diseases Acts.
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Insurance Required After Completion of Improvements. After the completion of the improvements, 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 mortgaged property against physical loss or damage; and (ii) rent or rental value insurance. See
"SUMMARY OF CERTAIN LEGAL DOCUMENTS — 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 (which may occur if, for example, 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 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 such transfer occurs as the result of either
of the events described parenthetically in the previous sentence, 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 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—
LEASE-- Damage and Destruction of Leased Premises."
is 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 Bonds;
(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, 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;
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(vi) Any judgment is recovered against the Authority or any attachment or other court process
• issues that becomes or creates alien 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 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 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.
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Incase 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:
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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 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, to the persons entitled thereto without any discrimination or privilege; and
(iii) 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 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 duty provided or required by law.
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
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• 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; or
(v) 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 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 and 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, 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 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.
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•
MCK 45332
APPENDIX D
SPECIMEN INSURANCE POLICY