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ECONOMIC DEVELOPMENT MEMORANDUM OF UNDERSTANDING THIS ECONOMIC DEVELOPMENT MEMORANDUM OF UNDERSTANDING (this "MOU") is made and entered into as of the 17th day of July, 2014, by and between the SOUTH BEND REDEVELOPMENT COMMISSION (the "Commission"), organized and existing under Indiana Code Section 36-7-14, and NOBLE AMERICAS SOUTH BEND ETHANOL LLC ("NASBE"), a wholly-owned subsidiary of Noble Americas Corp. of Stamford Connecticut. WITNESSETH: WHEREAS, the Commission, the governing body of the City of South Bend, Indiana, Redevelopment District and the City of South Bend, Indiana, Department of Redevelopment, exists and operates under the provisions of Indiana Code Section 36-7-14, as amended from time to time(the "Act"); and WHEREAS, the Commission desires to foster redevelopment and economic development within the City of South Bend, Indiana(the "City"); and WHEREAS, NASBE owns an ethanol production facility located in South Bend, IN, capable of producing up to 100,000,000 gallons of ethanol per year; and WHEREAS, NASBE has begun a project that will involve restart, re-commissioning, significant upgrades and subsequent operations of this facility after being idle since November 2012 (the "South Bend Operations"); and WHEREAS, the upgrades proposed by NASBE would include substantial maintenance and capital expenditures activities, as well as installation of incremental on-site projects to improve and stabilize the operations of the facility(the"Project Upgrades"); and WHEREAS, NASBE has submitted a Petition for Incentives through 2017 pledging to create 50 new jobs with hourly wages averaging $27 ($28 per hour for laborers, $34 per hour for technical staff, $49 per hour for managerial staff and $16 per hour for administrative staff) and in addition, NASBE commits to investing $31,175,000 in South Bend for upgrades to the plant facilities; and WHEREAS, in order to more fully develop the Project upgrades and expand its applications, NASBE requires certain equipment, more particularly described in the attached Exhibit A(the "Equipment"),to be used in connection with the South Bend Operations; and WHEREAS, NASBE has requested that the Commission provide a financial incentive in order to assist with the funding of a portion of the cost of the Equipment; and WHEREAS, in order to facilitate the acquisition of the Equipment by NASBE, the Commission has agreed to use its best efforts to take certain actions as described herein to pay